S T A T E O F M I C H I G A N

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

* * * * *

In the matter of the application of ) CHERRYLAND ELECTRIC COOPERATIVE and ) WOLVERINE POWER SUPPLY COOPERATIVE, ) INC., for a certificate of public convenience and ) Case No. U-15680 necessity for the construction of two transmission ) lines and a substation in Elmwood Township, ) Leelanau County, Michigan. ) ) At the March 5, 2009 meeting of the Michigan Public Service Commission in Lansing,

Michigan.

PRESENT: Hon. Orjiakor N. Isiogu, Chairman

Hon. Monica Martinez, Commissioner Hon. Steven A. Transeth, Commissioner

ORDER APPROVING SETTLEMENT AGREEMENT AND

GRANTING CERTIFICATE OF PUBLIC CONVENIENCE AND NECESSITY

On November 6, 2008, Cherryland Electric Cooperative (Cherryland) and Wolverine Power

Supply Cooperative, Inc. (Wolverine) filed a joint application pursuant to 1995 PA 30,

MCL 460.561 et seq., requesting a certificate of public convenience and necessity to construct two

138 kilovolt (kV) lines and a transmission substation in Elmwood Township, Leelanau County,

Michigan.

On December 11, 2008, Consumers Energy Company (Consumers) filed an intervention

petition. A joint intervention petition was filed by Mason and Lisa Argue, agent for CWT

Development, Inc., Bahia Vista Condominium Association, and Mrs. Josephine Bargeil

(collectively, CWT). On December 17, 2008, Cherryland and Wolverine filed an objection to

CWT’s intervention petition.

A prehearing conference was held on December 18, 2008, before Administrative Law Judge

Mark E. Cummins (ALJ). The ALJ granted Consumers’ intervention petition, but denied CWT’s

petition, finding that Mason and Lisa Argue lacked standing to intervene and that the other parties

failure were not represented by Michigan-licensed counsel. Cherryland, Wolverine, Consumers,

and the Commission Staff (Staff) participated in the proceedings.

On December 30, 2008, a Michigan-licensed attorney submitted a late-filed intervention

petition on behalf of CWT Development, Inc., Bahia Vista Condominium Association, and

Josephine Bargeil (collectively, CWT2).

On January 13, 2009, Cherryland, Wolverine, and the Staff submitted a settlement agreement

resolving all issues in this case. On that same day, Consumers filed a statement of non-objection

to the settlement agreement.

On January 22, 2009, Cherryland and Wolverine filed an objection to the CWT2 late-filed

intervention petition. A motion hearing was held on January 23, 2009 to address CWT2’s

intervention petition and the settlement agreement. Following oral argument, the ALJ granted

CWT2’s intervention petition. On January 27, 2009, CWT2 filed objections to the settlement

agreement. However, on February 11, 2009, CWT2 filed a notice of withdrawal from the docket.

Therefore, as the record stands, the only remaining parties to the proceeding are Cherryland,

Wolverine, Consumers, and the Staff.

The settlement agreement recommends that the Commission grant Cherryland and Wolverine

the requested certificate in Elmwood Township, Leelanau County, Michigan. Specifically, the

settlement agreement provides that the transmission line will include two new spans of 138 kV

Page 2 U-15680

line that will be constructed from the existing 138 kV transmission line. These spans will run in to

and out of the proposed substation that is part of this transmission line.1 The proposed substation

is a new 138 kV to 69 kV interconnection substation located near the corner of M-72 and Bugai

Road in Elmwood Township, Leelanau County, Michigan. This substation will sectionalize the

existing Consumers’ Keystone to Elmwood line and connect three existing 69 kV lines.2 Existing

lines are adjacent to the proposed substation site.

Michigan Electric Transmission Company, LLC (METC) will own the 138 kV side (high-

side) of the station and will build a breaker and a half bus configuration. METC’s substation will

contain a grounding grid, three pull-off structures for line exits, bus supports, station switches,

protective relaying, and equipment associated with metering. Cherryland, Wolverine, and

Traverse City Light & Power will jointly own the 138/69 kV tie transformer, the 69 kV side (low-

side) of the station, and will build a ring bus configuration. The proposed substation will contain a

grounding grid, four pull-off structures for line exits, bus supports, station switches, protective

relaying, and equipment associated with metering. The resulting configuration will be two 138 kV

lines on the high-side of the transformer and three 69 kV lines on the low-side of the transformer.

The two new spans of 138 kV line will be approximately 300 feet in length. The lines will

begin at the existing Consumers’ Keystone to Elmwood line and will run into the proposed

substation.3 In the settlement agreement, the parties recognize and acknowledge that certain

details with respect to the transmission line described in the settlement agreement may require

slight revision to reflect surface, final design, or actual field conditions. The proposed

1 See Exhibit A-1, attached to the settlement agreement.

2 See Exhibit A-2, attached to the settlement agreement.

3 See diagram of this configuration in Exhibit A-1, attached to the settlement agreement.

Page 3 U-15680

transmission substation’s “route” would include the real property where the proposed transmission

substation will be located.

In addition, Cherryland and Wolverine agree to incorporate the settlement site plan as detailed

in Appendix A to the settlement agreement. The settlement site plan will be completed within a

year of when the transmission lines and substation are energized.

The parties also state in the settlement agreement that: (i) the proposed major transmission line

will comply with all applicable state and federal environmental standards, laws, and rules; (ii) the

quantifiable and nonquantifiable public benefits of the proposed transmission lines and substation

justify construction; (iii) the proposed route is feasible and reasonable; and (iv) the proposed

transmission line does not present an unreasonable threat to public health or safety.

According to the settlement agreement, the Staff conducted an extensive review of Cherryland

and Wolverine’s application and an independent review of the relevant facts and circumstances.

Based on this review, the Staff believes that the settlement agreement serves the public’s best

interests.

The Commission finds that the settlement agreement is reasonable and in the public interest,

and should be approved.

THEREFORE, IT IS ORDERED that:

A. The settlement agreement, attached as Exhibit A, is approved.

B. Cherryland Electric Cooperative and Wolverine Power Supply Cooperative, Inc., are

granted a certificate of public convenience and necessity for the construction of two 138 kilovolt

lines and a transmission substation in Elmwood Township, Leelanau County, Michigan, as set

forth in this order and the attached settlement agreement.

Page 4 U-15680

C. Within 60 days after completion of the new 138 kilovolt lines and a transmission

substation, Cherryland Electric Cooperative and Wolverine Power Supply Cooperative, Inc., shall

file with the Commission a project completion report. At a minimum, the project completion

report shall provide a description of all major phases of the project, the final total cost of the

project, and verification that the project was built as authorized.

The Commission reserves jurisdiction and may issue further orders as necessary.

Any party desiring to appeal this order must do so in the appropriate court within 30 days after

issuance and notice of this order, pursuant to MCL 462.26.

MICHIGAN PUBLIC SERVICE COMMISSION

________________________________________ Orjiakor N. Isiogu, Chairman

________________________________________ Monica Martinez, Commissioner

________________________________________ Steven A. Transeth, Commissioner By its action of March 5, 2009. ________________________________ Mary Jo Kunkle, Executive Secretary

Page 5 U-15680

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STATE OF MICHIGAN

BEFORE THE MICHIGAN PUBLIC SERVICE COMMISSION

* * * * *

In the matter of the application of ) Cherryland Electric Cooperative and ) Wolverine Power Supply Cooperative, Inc. ) for a certificate of public convenience and ) Case No. U-15680 necessity for the construction of a transmission ) line in Elmwood Township, Leelanau County, ) Michigan ) )

SETTLEMENT AGREEMENT

On November 6, 2008, Cherryland Electric Cooperative (Cherryland) and

Wolverine Power Supply Cooperative, Inc., (Wolverine) filed a joint application

requesting a certificate of public convenience and necessity (certificate) to construct two

138 kV lines and a transmission substation in Elmwood Township, Michigan. The filing

was submitted pursuant to 1995 PA 30, MCL 460.561 et seq., the Electric Transmission

Line Certification Act. Accompanying the application were testimony and exhibits of the

following witnesses: (i) Danny Ray Janway, Wolverine’s Vice President – Engineering

and Operations, (ii) Joseph Hughes, Wolverine’s Land Management Supervisor, (iii)

Steven J. Koster, P.E., Partner and Branch Manager, Environmental Resources

Management, Inc., (iv) Michael Silva, Enertech Consultants President, (v) Dr. Edward

Paul Gelmann, the Clyde Wu Professor of Oncology and Chief of Hematology/Oncology

at the Columbia University Medical Center in New York City and (vi) Digaunto

Chatterjee, Lead Planning Engineer, East Region, Midwest Independent Transmission

System Operator, Inc. Staff filed an appearance and intervention petitions were filed by

EXHIBIT A

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Consumers Energy Company (Consumers) and Mason and Lisa Argue, Registered

Agents, for CWT Development Inc. and Bahia Vista Condominium Association

(collectively, the Argues). On December 17, 2008, Cherryland and Wolverine filed

objections to the Argues’ intervention petition.

Pursuant to due notice, a prehearing conference was held on December 18,

2008, Administrative Law Judge Mark E. Cummins presiding. Cherryland and

Wolverine presented proof of service of the notice of hearing and also presented an

affidavit evidencing the requisite publication of the notice. Consumers’ petition was

granted without objection. Following oral argument, the Argues’ intervention petition

was denied. On December 31, 2008, the Argues filed another intervention petition.

This proceeding was conducted as a contested case matter pursuant to Chapter 4 of

the Administrative Procedures Act of 1969, 1969 PA 306.

Prior to and subsequent to the December 18, 2008 prehearing conference,

Cherryland, Wolverine, Staff, and Consumers discussed the filing. The result of those

discussions is this executed Settlement Agreement.

It is the opinion of the parties that this Settlement Agreement will promote the

public interest, will aid the expeditious conclusion of this case and will minimize the time

and expense which would otherwise have to be devoted to this matter by the

Commission and the parties to the case. This Settlement Agreement is for the purpose

of final resolution of this case and all provisions of same are dependent upon all other

provisions contained herein.

This Settlement Agreement is submitted pursuant to Section 78 of the

Administrative Procedures Act of 1969, as amended (1969 PA 306, §78; MCLA 24.278;

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MSA 3.560 (178)). By this Settlement Agreement, the parties hereby agree and

stipulate as follows:

1. That Cherryland and Wolverine should be granted the requested

certificate in Elmwood Township, Michigan. More specifically, the transmission line

subject to this Settlement Agreement will include two new spans of 138 kV line that will

be constructed from the existing 138 kV transmission line. These spans will run in to

and out of the proposed substation that is part of this transmission line. (See Exhibit A-

1, attached to this Settlement Agreement.) The proposed substation is a new 138 kV to

69 kV interconnection substation located near the corner of M-72 and Bugai Road in

Elmwood Township, Michigan. This substation will sectionalize the existing Consumers

Keystone to Elmwood line and connect three existing 69 kV lines. (See Exhibit A-2,

attached to this Settlement Agreement.) Existing lines are adjacent to the proposed

substation site. Michigan Electric Transmission Company, LLC (METC) will own the

138 kV (high-side) of the station and will build a breaker and a half bus configuration.

METC’s substation will contain a grounding grid, three pull-off structures for line exits,

bus supports, station switches, protective relaying, and equipment associated with

metering. Wolverine, Cherryland, and Traverse City Light & Power will jointly own the

138/69 kV tie transformer, the 69 kV (low-side) of the station, and will build a ring bus

configuration. The proposed substation will contain a grounding grid, four pull-off

structures for line exits, bus supports, station switches, protective relaying and

equipment associated with metering. The resulting configuration will be two 138 kV

lines on the high-side of the transformer and three 69 kV lines on the low-side of the

transformer. The two new spans of 138 kV line will be approximately 300 feet in length.

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The lines will begin at the existing Consumers Keystone to Elmwood line and will run

into the proposed substation. (Janway Testimony, pp 6, 7.) (A diagram of this

configuration is attached as Exhibit A-1, attached to this Settlement Agreement.) The

parties recognize and acknowledge that certain details with respect to the transmission

line described in this Settlement Agreement may require slight revision to reflect

surface, final design and/or actual field conditions. The proposed transmission

substation’s “route” would include the real property where the proposed transmission

substation will be located.

2. That Cherryland and Wolverine agree to incorporate the Settlement Site

Plan as detailed in the attached Appendix A. The Settlement Site Plan will be

completed within a year of when the transmission lines and substation are energized.

3. That the application and accompanying testimony and exhibits filed by

Cherryland and Wolverine in this docket included all of the following:

(a) The planned date for beginning construction. (Direct Testimony of Mr.

Danny Ray Janway (Janway Testimony), p 6.)

(b) A detailed description of the proposed major transmission line, its

route, and its expected configuration and use. (Janway Testimony, pp 6-8; Exhibits A-1,

A-2, and A-18.)

(c) A description and evaluation of one or more alternate major

transmission line routes and a statement of why the proposed route was selected.

(Janway Testimony, pp 8-12; Direct Testimony of Mr. Joseph Hughes (Hughes

Testimony), pp 3-6; Exhibits A-3 and A-5.)

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(d) If a zoning ordinance prohibits or regulates the location or development

of any portion of a proposed route, a description of the location and manner in which

that zoning ordinance prohibits or regulates the location or construction of the proposed

route. (Janway Testimony, p 13; Hughes Testimony, pp 8-12; Exhibits A-7, A-10, and

A-11.)

(e) The estimated overall cost of the proposed major transmission line.

(Janway Testimony, p 13.)

(f) Information supporting the need for the proposed major transmission

line, including identification of known future wholesale users of the proposed major

transmission line. (Janway Testimony, pp 13-20; Direct Testimony of Mr. Digaunto

Chatterjee, (Chaterjee Testimony), pp 6-9; Exhibits A-16 and A-17.)

(g) Estimated quantifiable and nonquantifiable public benefits of the

proposed major transmission line. (Janway Testimony, pp 20-21.)

(h) Estimated private benefits of the proposed major transmission line to

the applicant or any legal entity that is affiliated with the applicant. (Janway Testimony,

pp 21-22.)

(i) Information addressing potential effects of the proposed major

transmission line on public health and safety. (Direct Testimony of Mr. Michael Silva

(Silva Testimony), pp 5-8; Direct Testimony of Dr. Edward Paul Gelmann (Gelmann

Testimony), pp 3-10; Exhibits A-13, A-14, and A-15.)

(j) A summary of all comments received at each public meeting and the

applicant's response to those comments. (Janway Testimony, p 22; Exhibit A-4.)

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(k) Information indicating that the proposed major transmission line will

comply with all applicable state and federal environmental standards, laws, and rules.

(Janway Testimony, pp 22-23; Direct Testimony of Steven J. Koster (Koster Testimony),

pp 6-7.)

4. That the quantifiable and nonquantifiable public benefits of the proposed

transmission lines and substation justify construction. (Janway Testimony, pp 20-21.)

5. That the proposed route is feasible and reasonable. (Janway Testimony,

pp 6-12; Hughes Testimony, pp 3-6.)

6. That the proposed major transmission line does not present an

unreasonable threat to public health or safety. (Silva Testimony, pp 5-8; Direct

Gelmann Testimony, pp 3-10; Exhibits A-13, A-14, and A-15.)

7. Staff has conducted an extensive review of Cherryland and Wolverine’s

application and also conducted an independent review of the relevant facts and

circumstances. Based on this review, Staff believes that this Settlement Agreement

serves the public’s best interests.

8. Each signatory hereto agrees not to appeal, challenge or contest the

certificate approved by the Commission in this case if it is the result of a Commission

order accepting and approving this Settlement Agreement without modification. If the

Commission does not accept this Settlement Agreement without modification, this

Settlement Agreement shall be withdrawn and shall not constitute any part of the record

in this proceeding or be used for any other purpose whatsoever.

9. The parties jointly recommend that the Commission issue its Order

Adopting Settlement Agreement.

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10. This Settlement Agreement has been made for the sole and express

purpose of reaching compromise among the positions of the signatory parties without

prejudice to their rights to take new and/or different positions in other proceedings. If

the Commission approves this Settlement Agreement without modification, neither the

parties to this Settlement Agreement nor the Commission shall make any reference to

or use of the Settlement Agreement or the Order Adopting Settlement Agreement as a

reason, authority, rationale or example for taking any action or position or making any

subsequent decision in this case or any other cases or proceedings; provided, however,

such reference or use may be made to enforce the Settlement Agreement and order.

11. Section 81 of the Administrative Procedures Act of 1969 is waived by the

signatories.

Dated: January 12, 2009 COMMISSION STAFF Kristin M. Smith (P46323) Anne M. Uitvlugt (P71641)

Assistant Attorneys General 6545 Mercantile Way, Suite 15 Lansing, MI 48933 (517) 241-6680

Dated: January 12, 2009

CHERRYLAND ELECTRIC COOPERATIVE And WOLVERINE POWER SUPPLY COOPERATIVE, INC. Albert Ernst (P24059) Shaun M. Johnson (P69036) Joseph J. Baumann (P69261) DYKEMA GOSSETT PLLC 201 Townsend, Suite 900 Lansing, MI 48933 (517) 374-9155

Exhibit A-1

CaseNo.U-15680

DannyRayJanway

Page1 of1

Exhibit A-2

CaseNo.U-15680

DannyRayJanway

Page1 of1

Wolverine Power Supply Cooperative, Inc. Elmwood Township Transmission Substation

Settlement Site Plan Narrative

Design Intent Statement The Settlement Site Plan includes a Conceptual Landscape Plan as shown on attached Sheet 001 and a Conceptual Site Grading Plan as shown on attached Sheet 002. The primary intent of the Settlement Site Plan for the proposed Elmwood Township Transmission Substation (substation) project is to provide effective and reasonable visual screening and sound control by incorporating native plant species and earthen berms around the substation. Screening will primarily be attained through the use of native conifer trees and shrubs placed in naturalistic patterns around the perimeter of the substation. Native plant species that are adapted to the site’s open, dry mesic microclimate and sandy soils will be selected. Native deciduous shrubs, grasses, and forbs will be interspersed among the conifers to approximate a natural plant community structure, provide textural variation and develop visual interest throughout all four seasons. In addition to a diverse plant palette, various sizes of trees and shrubs will be planted to mimic the composition of a native forest. Berms will be strategically constructed around the perimeter of the substation to provide additional screening and to improve sound attenuation. In particular, berms on the north side of the substation will provide sound attenuation and improve screening for the adjacent property and berms on the substation’s west and southwest sides will provide screening from Bugai Road. The eastern end of the substation will be constructed in a 15-foot deep cut into the existing grade, which will provide additional screening and sound attenuation. The Conceptual Site Grading Plan shows the approximate shapes and heights of the berms around the perimeter of the substation. The Conceptual Landscaping Plan shows the locations of various native plant types and planting zones and their placement on the berms. The plant species will be selected based upon their adaptation to site conditions and their compatibility for growing in proximity to an electrical substation. Table 1 below lists some representative species examples that are proposed. Weak wooded trees and shrubs, those that aggressively propagate through root suckers, and those that attract squirrels or other undesirable wildlife were deemed unacceptable.

Table 1 - Representative Species List for Landscaping

Botanical Name Common Name Botanical Name Common Name

Conifer Trees Deciduous Shrubs and Small Trees Abies balsamea Balsam fir Amelanchier arborea Downy serviceberryAbies concolor White fir Cornus stolonifera Red-osier dogwoodPicea abies Norway spruce Cotinus coggygria Common smoketreePicea glauca White spruce Hamamelis vernalis Vernal witchhazelPicea pungens Colorada blue spruce Ostrya virginiana Ironwood

Viburnum dentatum Arrowwood

Conifer Shrubs Deciduous Large TreesJuniperus virginiana Eastern red cedar Acer rubrum Red mapleThuja occidentalis Northern white cedar Acer saccharum Sugar maple

Evergreen GroundcoversArctostaphylos uve-ursi BearberryJuniperus communis Ground juniper

Appendix A

Planting Zone Descriptions The Conceptual Landscaping Plan is divided into several Planting Zones: Zones W, SW, S1, S2, E, N1, N2, N3 and Wire Zone. The landscape design within each Planting Zone (or Zone) addresses the unique site characteristics, constraints and desired function. The Planting Zones are described below. WEST SIDE (W) Planting Zone W contains a slight berm at its north end which tapers down to a ridge that traverses to the south. A drainage swale runs between the berm and the eastern gravel parking pad. The top of the berm and the ridge will be planted with a mix of native conifer trees and shrubs to provide a screen from Bugai Road. Native deciduous shrubs will be planted around the base of the northern berm and evergreen shrubs will be planted in the middle of the Planting Zone as shown on the attached Sheet 001. SOUTHWEST CORNER (SW) The SW Planting Zone contains a berm and a wide planting area that extends to the southwest property corner. Several native plant types will be used in this Zone, including conifer trees on top of the berm along with groupings of evergreen and deciduous shrubs and evergreen groundcovers. SOUTH SIDE (S1, S2, Wire Zone) The south side contains three Planting Zones: Wire Zone, S1 and S2. Design considerations on the south side include the overhead power lines within the Wire Zone, the existing depression within Zone S1 (which limits berm construction within this Zone due to the impact upon the development footprint) and the 15-foot cut into the existing terrain within Zone S2. The Wire Zone will be planted with taller native evergreen shrubs, such as a northern white cedar cultivar or a similar species. Using short-growing northern white cedar cultivars would ensure that this shrub will not grow near the power lines. It is important that the type of plants used within the Wire Zone maintain safe clearance under the power lines and require minimal tree trimming that could affect the natural shape of the maturing shrubs. The Wire Zone will also be planted with native deciduous shrubs along the lower part of the berms. The S1 Zone lies next to an existing 25-foot deep depression south of the substation property. The proposed grading is contoured to match the existing circular contours of the depression. A berm is located at the eastern end of Zone S1, which tapers into the existing hillside in Zone S2. The S1 Zone native plant groupings include tall conifer trees, conifer shrubs, deciduous shrubs/small trees, and several large, deciduous trees. The conifer trees will be planted on top of the berms and highest grades. The evergreen and deciduous shrub groupings will be planted in drifts in front of the conifers. The lower part of the slope into the depression will be planted with grass under a mulch blanket to prevent soil erosion. The S2 Zone is located on the top of a bank cut at the east end of the substation. The cut ranges from five to fifteen feet below the existing grade. The extensive cut results in a relatively narrow Planting Zone, which contains bands of conifer trees and shrubs, several large deciduous trees and a narrow band of deciduous shrubs. EAST SIDE (E) Zone E contains a single row of tall, native coniferous shrubs, such as white and red cedar, to reinforce the existing row of red pine trees located on the subject property’s eastern edge. It should be noted that one row of the existing red pines are on the proposed substation property and the remaining two rows of pines lie east of the substation property line. Landscaping within this area is constrained by the need to maintain open turf that will allow vehicular access around the substation’s eastern side and access by Traverse City Light & Power to the wind turbine. NORTH SIDE (N1, N2, N3, Wire Zone) The north side contains Zones N1, N2, N3, and a Wire Zone. A design constraint on the property’s north side is the narrow width of the plantable area between the substation access drive and the northern property boundary. The Wire Zone will be planted in a similar manner as on the south side. Zone N1 consists of a single row of narrow native conifer shrubs along the entry drive. Zone N2 is a high priority

area due to its proximity to an adjacent residential property. It contains a series of rolling berms above the substation grade and diverse native plant groupings of conifer trees, shrubs, and groundcovers, and deciduous trees and shrubs. Zone N3 contains tapering high berm that is constructed into the existing topography. It will primarily contain native conifer trees, with three areas of conifer shrubs and deciduous shrubs. SUBSTATION LIGHTING During the normal mode of operation, there will be one light on at night at each of the two control houses in the substation. Each light fixture will direct the light downward and have glare guards to control the horizontal spread of light. During an electrical emergency or major maintenance operations, floodlights would be switched on by utility personnel to complete nighttime work, and then switched off upon completion.