### >::::f.b~~ Exhibil3


# STATE OF CONNECTICUT
DEPARTMENT OF ENVfRONMENTAL PROTECTION

In the matter of



### The State ofConnecticut and

Middletown Power LLC ) I ) I Trading Agreement and Order No. 8214

Whereas. the Commissionerof**Enviro~~ental** ?rotection ("Com.'1lissionerlJ) and I-1iddletown Power LLC ("M?") agree that it is 

### in the public interest that they work cooperatively to improve the air quality within the State of**Cor~~ecticut** and that the use 

### of emission reduction trading will achieve this result 

### in a timely and cost-effectivemanner:

A. At the request and with the**agreeme~t** ofM?, the 

### Commissioner finds the following:

1. M? 

### is an**eX~'1lpt** wholesale electric generating**cornp~'Y** 

### with its 

### principal place ofbusiness in Sewickley, Pennsylvania. OnDecember 15, 1999 MPpurchased from The Connecticut Light and Power Company and now owns
one fossil fuel-fired electric generating station, Middletown Station, at 1866 RiverRoad in Middletown, Connecticut ("facility").

2. At the facility,**~""RG** 

### Middletown Ope,rations Inc. operates Middletown Station Unit 3,**CO~jecticut ~egistration** **Nlli~er** 

### 104-0100, a 245 megawatt cyclone boiler**(~boiler").** 

### The boiler has the dual capacity to operate on fuel oil (No. 6 orNo.2) and/or natural gas. No.2 fuel oil is usedprimarily as an ignition fuel as part of the start-up procedure. Acontinuous emissions monitor ("CEM")

, 

### certified to 40 Code of rederal Regulations ("CFR") Part 75, measures nitrogen oxide (-NOx") emissions from the boiler.

3. During the year 1981, prior to modifications of the boiler's burner, combustion controls and operating conditions, and prior to the installation ofnatural gas operating capabilities, andbased on Department of Environmental Protection approved stack test data and

Initia 1 s
, 

# J3J"'L"R.::o-

_(Pri,m.don Recycled Paper) 79 El:n Strttt • Hanford. CT 06106

_5127 

### Date:**Middleto~Jn** 

### Power LLC TradingAgreement and OrderNo. 8214

AP-42 emission factor data, the average annual NOx emission rate forMiddletown Station Unit 3 was 0.876 pounds permillion British thermal units**(~lbs/MMBtu")** 

### ofheat input when operating on No. 6 

### fuel oil and 0.17 Ibs/Y-MEtu ofheat inputwhen operating on No.2 fuel oil. On and afterMay 31, 1995, the Regulations of**Co~:ecticut** 

### StateAgencies ("Regulations") require that the boiler emitNOx at a rate no greater than 0.43 lbs/MMBtu ofheat inputwhen operating on No. 6 

### fuel oil, No.2 oil andnatural gas.

4. In January 1994, The Connecticut Light and ?ower Company completedmodifications of the boiler's burner and combustion controls, andbegan to test and adjust operating conditions, thereby reducing the boiler's 

### NOx emission rates below its allowed 

### and actual baseline emission rates. Natural gas operating capabilities

were installed at the facility by 

### July, 1997 toprovide further reductions ofNOx emissions. Suchmodifications and installation capabilities enabledM?'s boiler to frequently meet and operate**belo~** 

### the emission limitation specified in Section 22a-174-22(e) of the Regulations.

5. 

### On and afterDecember 15, 1999, MP 

### may obtain approval ofactual reductions inNOx emissions, generatedby operating the boiler at a 

### rate which is below 0.43 lbs/MMBtu ofheat inputwhen operating on No. 6 

### fuel oil, 0.17 lbs/MMBtu ofheat input when operatingon No. 2 fuel oil, and 0.43**lbs/~lliGtu** 

### of heat 

### input when operating on natural gas for use as discrete**e~ission** 

### r2ductioncredits**(~D~RCS~).** 

### IfDZrtCs arecreated during the ozone season, MP may obtain approval for such reductions for use as 3udget discrete emission reduction credits ("3D3RCsQ)

6. 

### Pursuant to Section 22a-174-22(j} 

### of the**~egulations,** M? 

### intends to acquire and generate approved**DE~Cs** 

### until May 1, 

### 2003 at the facility. Approved DERCs are defined for purposes of this Trading Agreement and Order as those for which the Commissionerhas provided written authorization for use in conpliance with

Initials: 2 

### Date:

### Middletown Power LLC Trading Agreement and OrderNo. 8214

Section 22a-l74-22 of the**~egulations.** MP 

### will acquire approved DERCs monthly on an as-needed basis, as determined by actual NOx emissions in the event that the 24-hour average of actual NOx 

### emissions exceeds**th~** 

### NOx 

### emission limitations of Section 22a-174-22{e) of the Regulations.

7. 

### Whenproperly documentedby MP I and 

### approvedby the Commissioner, the reductions in NOx 

### emissions identified above, and as computed in accordance with the terms of this Trading Agreement and Order, will conform to the requirements of Section 22a-174-22(j)(3) 

### of the**~egulations.** 

### Specifically, the reductions will be:**~eal** 

### because they result in 

### a reduction of actual emissions released into the air, net of any 

### consequential increase in actual emissions resulting from shifting demand. The emission reductions are properly measured, recorded and reported.**Qu~~tiTiable** 

### because they are based 

### on continuous emission monitoring data as applied in an appropriate reliable and replicable protocol, providing the rate and total mass**~~ount** 

### ofreduction.
Surplus because**~,ey** 

### are not required by any**Co~~ecticut** 

### statute or regulationmandatedby a current State Implementation' Plan ("SI?"), and are not currently reliedupon in any applicable attainment plan, any reasonable further progress plan or**miles~one** 

### demonstration.

Permanent because the advanced 

### control system**a~d** 

### installation capabilities are inplace and operating, and an appropriate tracking system is in place to monitor all datarequired to verify 

### and quantify the creation ofDERCs.

Enforceable because the 

### DERCs are approved

### by the**Co~~issioner** 

### retrospectively after the submission byXP of the quarterlyor semi-annual report that ,,,ill 

### document their creation.

Initials: 3 

### Date:Middletown Power LLC Trading AgreEID='Jlt and Order No. 8214

8. AS.documented in Attachment 1, attached to and incorporated by reference into this Trading Agreement and Order, 376.2 tons of non-ozone season NOx DERCs and 222.9 tons ofNOz 3DERCs were generated by the boiler between December 16, 1999 and June 30, 2000.

9. Ten (10) percent of these DERCs (37.6 tons non-ozone season, 22.3'tons ozone season) are retired and permanently removed from all calculations to assure a benefit to the**envirop~ent.** The total available for
use, after rounding down to the nearest whole number for annual serial assignment purposes, is 538 DERCs (338 tons non-ozone season, 200 tons ozone season)

.

10. On July 29, 1995 and December 14, 1995, The Connecticut Light and Power Company did not have sufficient DERCs

on hand to cover excess NOx emissions from the boiler. Excess NOx emissions on said dates totaled one ozone

season DERC and one non-ozone season DERC.

11. The Connecticut Light and Power Company adjusted the
two tons required in paragraph A.lO. upward by 100% and retired the required DERCs (two tons of ozone season DERCs and two tons of non-ozone seasoh DERCs) prior to the transfer of the facility from The Connecticut Light and Power Company to MP.

3.1. The Commissioner, in accordance with the provisions of this Trading Agreement and Order, pursuant to Section 22a-174- 22(d)(3) of the**Regula~ions,** will allow MP and approved

sources within Connecticut to use 338 tons of non-ozone

season NOx DERCs and 200 tons of ozone**seaso~** NOx BDERCs referenced in paragraph A.9. of this Trading Agreement and Order for purposes of compliance under Section 22a-174-22{j) of the Regulations to achieve a portion of the nitrogen oxide emission reductions required by Section 22a-174-22 of the Regulations. DERC creation serial numbers assigned by the Department to these approved reductions of

### NOx emissions

are provided in Table 1 of this Trading Agreement and Order:

Initials: 4 Date:**Middleto~m** Power LLC Trading**Agr~t** and Order No. 8214

TABLE!



### . I 1999 I 2000 Ozone season NOx 

# I**N/.~** 

# I
CTOO/8214(BDC)R**BD~RC** serial numbers 100Noxozl-200 Non-ozone season NOx

# ICT99/8214(DC)R- 

# ICTOO/8214(DC)RDERC serial nlliubers 100Noxnozl-8 lOONoYJloz!-330



### B.2. Ozone season BDEaCs may be generated and used 

### in accordance with this Trading Agreement and Order.

3.3. Upon sufficient doclliuentation as prescribed belovl, the Commissioner may provide written approval of the generation of additional DERCs by M? retrospectively. Approved**DE~Cs** and 3DERCs generatedby 

### M? may be held by 

### M? or transferred
to other persons in accordance with this Trading Agreement and Order.

3.4. The Commissioner, in accordance**~ith** the provisions of this Trading Agreement andOrder, pursuant to Sec"tion 22a-174- 22{d}(3) of 

### the**Re~~lations,** hereby allows 

### M? to comPly with Section 22a-174-22(d)(I) of the Regulations through use of DE?C trading.

c. With the agreement of M?, the Commissioner, acting under Sections 22a-6, 22a-17l, 22a-174, 22a-176, and 22a-l77 of the Connecticut General Statutes, orders 

### MP as follows:

1. DERC generation.

a. For purposes of generating DEacs from the boiler at the facility, 

### MP shall use 0.43 Ibs/MMLtu ofheat input when operating on No.6 fuel oil, 0.17 lbs/MMGtu ofheat input when operating on No. 2 fuel oil and 0.43 Ibs/MM3tu of heat input when operating

on natural gas as the baseline emission rates for the boiler, orthe proportioned baseline emission
rate set forth in footnote 2 of**paragr~ph** C.Il. of this Trading Agreement and Order, when simultaneously operating on more than one ruel. MP shall use the above referenced baseline**e~ission** rate(s) when calculating the proportioned**~aseline**

Initials: 5 Date:Middletown Power LLC Trading**Agreemo~t** and Order No. 8214

emission rate. When calculating DERCs, MP shall use the lower of daily total CEM-calculated MMEtu value

or actual fuel usage data for the boiler in MMBtu/day, when determining heat input. The ten (10) percent uncertainty discount due to not having data from an official Method 7-E stack test or CEM data while operating on No. 2 fuel oil shall be incorporated into the proportioned baseline €mission
rate whenever the boiler is operating on No. 2 fuel oil as referenced in paragraph C.II. of this Trading Agreement and Order and shall be retired by the facility and permanently removed from all

. calculations on a daily basis. An additional ten (IO) percent of all DERes (tons) generated by the boiler shall be retired by the facility and permanently removed from all calculations on a daily basis to assure a benefit to the environment.

b. Non-ozone Season Restrictions. Non-ozone season NOx DEacs generatedby MP shall be created and approved in accordance with this Trading Agreement and Order, and shall remain valid until they are used or until May I, 2003, whichever occurs first.

c. Ozone Season Restrictions. The boiler is subject
to Seci..-ion 22a-174-22a of the Regulations ("NOx Budget Program") in 1999 and every year thereafter. The boilermay generate ozone season EDERCs to comply with Section 22a-174-22 of the Regulations in accordance with paragraph.C.I.a. of this Trading Agreement and Order and the·following conditions and rest.rictions·: 1)' BDERCs shall only be generated'by the boiler fromMay 1 through September 30 of a given year, 2) EDERCs shall only be used by other NOx Budget Program sources located in Connecticut, 3) 3DERCs shall only be used to offset ozone season excess emissions, and shall not be used for compliance during the non-ozone season; and 4) 3DERCs generated during a given year shall only be used during the following ozone season, with the exception of 3DERCs generated during 1999, which may be used in the 2001 ozone season. 

### ror

Initials: 

### 6 Date:Middletown Power LLC TradingAgreement and Order No. 8214

example, EDERCs generated during the 1999 ozone

season may be used during the 2001 ozone season. However, BDERCs generated during the 2000 ozone
season may only be used during the 2001 ozone

season. BDERCs may be generated until May 1. 2003. BDERCs are subject to all DERC requirements set forth in this Trading Agreement and Order except for those requirements pertaining solely to nonozone season**D~RCs** and as otherwise may be provided.

2.**D?~C** Use. Approved DERes shall be acquired for compliance with the emission**standard~** in Section 22a174-22 of the Regulations for the period**begip~.ing** December 13, 1999 and continuing until MP achieves permanent compliance for the boiler.with the emission standards in Section 22a-174-22(e) of the Regulations

or until May 1, 2003, whichever occurs first. MP shall acquire approvedDERCs, and document and record the**~~ounts** of NOx emissions and DERCs used by serial number (if assigned) by the boiler each day, and shall maintain andprovide such records in accordance with the following and Section 22a-174-4 of the**~egulations.** until May 1, 2003:

a. aefore the first day of each month, calculate projected worst case DERCs required for that calendar month as follows:

DERCs (tons) = {[estimated worst case NOx emission

rate in lbs/MM3tu

- ({D.9S) x (NOx**~~CT** limit or proportioned emission rate calculated pursuant to

'r' 22174'22'<)'2)(" <t' '.'

,**~eC_1on** a-_

-**\~** l**~J o~**  ne**negu_a~10ns** 2D Ibs/MM3tu))] x (Estimated fuel use in**~1Btu)}** 2000 pounds.

b. Acquire sufficient approved DERCs no later than the first day of each month to assure compliance**~ith** the emission standards in Section 22a-174-22 of the Regulations for, at a minimum, that calendar month. With the exception of EDEReS,

Initials: 7 Date:

### Middleto·wn PO'irler LLC TradingAgreement and Order No. 8214



### excess DERCs from previous months can

### be applied to subsequentmonths. At a**minim~m,** 

### DERCs 

### required shall be adjustedupwards by 100% if DERCs are not inMP's possession prior to the first day of eachmonth.

c. No later than the twentieth day of each month, calculate DERCs used 

### in the preceding calendar month, as follows:

(1) For 

### the boiler on each day, determine whether the 24-hour average NOx 

### emission rate* is less than the baseline emission rate or greater than the NOx PACT 

### limit.

(2) When the boilerhas a daily NOx 

### emission rate (24-hour average) exceeding the NOxRACT limit·, calculate the amount ofDERCs used, as follows:

DERCs (tons) 

## = {[(CEM-recordedNOx daily
average emission rate in 1bs/MMBtu*)

- ((0.95) x (NOx RP.CT limit orproportioned emission rate calculatedpursuant to Section 22a-174-22(f)(2)**(.~)** of 

### the Regulations in lbs/MM3tu})] x 

### (actual fuel use in MMBtu)} 2000 pounds.

*This rate shall be calculatedpursuant to the methodology described in 40 

### CrR Part 75.

d. !>1aintain.documentation to attest to the fact t·hat DERCs used during.the ozone season were generated during the ozone season. Generator certification of 

### this fact shall be sufficient.

e. After full programreview, and 

### if the**Co~missioner** 

### deems it appropriate, the**COm~issioner** 

### may allow the survival anduse ofapproved D2RCs beyond April 30, 2003, subject to the limitations set forth 

### inparagraph C.1.c. of this Trading Agreement and Order.

Initials: 8 

### Date:Middletown ?ower LLC TradingAgresnent and Order No. 8214



### f. Pursuant to Section 22a-174-22(dl(3) of the Regulations, 

### MP may use 

### NOx allowances, pursuant to Section 22a-174-22(j) of the Regulations to achieve all or a portion of the reductions required by Section 22a-174-22 of the Regulations.**~~y** allowance used for compliance with Section 22a-l74-22(e) of the Regulations shall be subject to all restrictions and/or requirements applicable
to D3RCs**contai~ed** in this Trading Agreement and Order.

3. MP shall maintain records for the boiler showing daily NOxmass emissions, and actual 

### NOx emission rate {24- hour average). MP shall also maintain records showing

a daily total ofall DERCs generated net of the applicable uncertainty and**enviro~~ental** discounts.

4. In requesting approval of DERCs generated by the boiler, M? shallprovide documentation containing a**s~uple** spreadsheet with calculation formulas used to determine reported**nQ~bers;** monthly operating reports of actual fuel usage including the fuel BTU content, number of barrels, gallons, and cubic feet used for each fuel**t~~e;** daily MMBtu for each fuel type and actual heat inputbased upon CEM-recorded data; daily weignted and unweighted actual NOx emission rates (24- hour average); and DERCs generated using the baseline emission rate(s), or the proportioned baseline emission rate referenced in paragraph C.l. of this**Tradin~** Agreement and Order, net of the applicable uncertainty and environmental discounts.

5. Wnen tne daily CEM-recorded NOx emission rate is used
to calculate**DE~es** generated by the boiler, MP shall
not include missing data calculated in accordance with any missing data substitution procedures, including those allowed under 40 erR Part 75.**~~en** the daily**e~1-recorded** NOx emission rate is used to calculate**DE~Cs** used by the boiler, MP shall include.missing data calculated in accordance with missing data substitution procedures under 40**Cr~** ?art 75.

Initials: 

### 9 Date:

### Middletown Power LLC Trading**Agre~ment** 

### and Order No. 8214

6. No later thanMarch 1 of every year after. issuance of this Trading Agreement and Order, MP shall include with the**~JUiual** 

### Emission Statement provided to the**Com~issioner,** 

### a record of each sale or other transfer, and use of any and all of the DERCs approved within and subsequent to issuance of this Trading Agreement and Order until all such**D~RCs** 

### have beenused. MP shall also include actual NOx emissions from the boiler, and the amount of all DZRCs used (including serial nuwbers (if assigned) and approved DERCs generated and/or purchased from other facilities), generated and/or approved for theprevious calendaryear. These reports shall be on a,formprescribedby the Commissioner. This reporting may cease if a central registry is approvedby the Commissioner. ShouldMP choose to discontinue the generation of D2RCs, MP shall notify the**CO~uissioner** 

### in writing upon discontinuance.

7. in order to consider C2M-recordedNOxemission rates valid for DERC approval, all NOx and C02/02 

### CEMs must complywith 40 Code of Federal Regulations Part 75.

8. MP shall retain records and supporting documentation as described in this TradingAgreement and Order for a minimum of five years, commencing on the date such records were created. MP shall provide the records specified above to the Commissioner within thirty (30) days of receipt of a written request from the Cowmissioner.

9. Upon sufficient documentation, as determined by the Commissioner, that MP'has·met the requirements of paragraphs C.l.; 

### C.2., C.3, C.4., C.5., 

### C.7., C.I0., and C.ll., of this Trading Agreement and Order, the Commissionermayprovide written approval of DERCs generated byMP retrospectively, in addition to those approved in paragraph B. of this Trading Agreement and Order.**~equests** 

### for approval of all subsequent DE?-Cs generated shall be subMitted in writing to the Commissioner. Approved DERCs generatedbyM? may be held or transferred to otherpersons. Such DERCs shall remain valid until they are used oruntil May 1, 2003, whichever occurs first.

Initials: 10 

### Date:Middletown ?o-m=r LLC TradingAgreement and Order No. 8214

10. Should MP choose to generate additional DERCs, reports documenting these DERCs shall be submitted to the Commissioner on an ozone season, non-ozone season (January through April and/or October through December), or annual basis. Such reports snaIl be compiled on a monthly basis and shall be submitted at least on 

### an aW1uai basis.

11.**~~en** the boilerhas daily NOx emissions below the applicable baseline emission rate, or the proportioned baseline emission rate, M? shall calculate the amount ofDERCs generated as follows:

DERCs (tons) 

## = {{Total heat inputl of all fuels in
MMntu x ({proportioned baseline emission rate2) - (the C3M-recorded NOx emission rate)))] + 2000 los/ton) 

### x (0.901 •

1 Heat input shall be calculated using the lower of**CR~-recorded** data or actual fuel usage data 

### in MM3tu per unit of fuel combusted.

2 This rate shall be calculated by 1) multiplying the heat input of each fuel combusted by the baseline emission rate(s) for such fuel; 

### .2) summing those products; and 3) dividing the sumby the total heat input. If the boiler is operating exclusively on one fuel, MP 

### may replace the proportioned baseline emission
rate with the applicable baseline emission rate, for that fuel. The ten (10) percent**uncert~inty** discount due to not**ha~ing** data while operating on No. 2 fuel oil·shall be incorporated into the proportioned baseline emission rate whenever the boiler is operating

on No.2 fuel oil.

) This rate shall be calculated pursuant to the methodology described in 40 Code of Federal Regulations Part 

### 75 and weightedpursuant to the Department of Environmental Protection's policy statement entitled "Guidance for Calculation of Emission Reduction**C~edi** ts 

### and Deterwination of Compliance with NOx**R~CT** for

Initi a 1 s

, 

# _BC.Jh""-,,R,,-

__ 11 Date:**Middleto~m** Power LLC Trading Agreement and Order No. 8214

Sources Subject to 40 CFR (Acid Rain Sources)n dated 12/18/98 which is attached to and incorporated by reference into this Trading Agreement and Order as part ofAttachment 1.



### 4Ten (10) percent of all ERCs (tons) generated by 

### the boiler shall be retired by the facility and permanently removed from all calculations on a daily basis to

assure a benefit to the environment.

12. Each allowance used for compliance with Section 22a174-22 of the**~egulations** shall be equivalent to one discrete emission reduction credit and shall be deducted from MP's NOx 3udget Program compliance
account upon such use. Allowances shall be considered used for compliance with Section 22a-174-22 of the**~egulations** when they are transferred from the facility's compliance account or overdraft account to 

### a State of COlli,ecticut NOx allowance retirement**~ccount.**
13. Aoorovals. 

### MP shall use best efforts to submit to the**Comm~ss~oner** all documents,required by this Trading**A~reement** and Order in a complete and approvable form.**I~** the Commissioner notifies 

### MP that 

### any document or other action is deficient, and does not aDorove it with conditions or modifications, it is deemed-disapproved, and M? shall correct the deficiencies and resubmit it within the time specified by the Commissioner or, ifno time is specified by the Commissioner, within 

### 30 days of the Commissioner's notice ofdeficiencies. In approving any document or other action**~~der** this Trading Agreement and Order, the Commissioner may approve the document or other action as submitted or performed or with such conditions or modifications as the Commissioner deems necessary to carry out the purposes of this Trading Agreement and Order. Nothing in this paragraph shall excuse**nc~compliance** or delay.



### 14. Definitions. As used in this**Tradin~** A$reement and order, "commissionern means the**Commlss~oner** or a representative of the Commissioner; "Ozone season"

means the period from

### May 1 through September 

### 30 in 

### any given calendar year. The date of "issuance" of this Trading Agreement and Order is the date the Trading Agreement and Order is deposited in the U.S. mail or personally delivered, whichever is earlier.


### 15. Dates. The date of submission to the Commissioner of

Initials; 

### 12 Date:

### Middletown Power LLC Trading.Zl"gre-=:nent and Order No. 8214



### any document required by 

### this Trading Agreement and Order shall be the date such document is received by 

### the**Co~~issioner.** 

### The date of any notice by the**Com~issioner** 

### under this Trading Agreement and Order, including butnot limited to notice of anoroval or dipapproval ofany document or other action, shall be the date suchnotice is deposited in the U.S. mail or is personallydelivered, whichever is earlier. Except
as otherwise specified in this Trading Agreement and Order, the word "day· as used 

### in this Trading Agreement and Ordermeans calendar day.**.~y doc~~ent**  

### or action which is requiredby this Trading Agreement and Order to be submittedorperformedby a date which falls ona Saturday, Sundayor a**Cop~ecticut** 

### or federal holiday shall be subrocitted or performed by the next 

### day which is not a Saturday, Sunday or Connecticut or federal noliday.

16. 

### Certification ofdocuments. Any**docQ~ent,** 

### includingbut
noc**l~m~ted** 

### co any**noc~ce,** 

### which is required to be submitted to theCommissionerunder this Trading Agreement and Order shall be signedby MP 

### or, ifMP 

### is not an individual, by ME's chief 

### executive officeror a duly authorized representative of such officer, as those terms are defined in §22a-430-3(0) 

### (2) of the aegulations of Connecticut State Agencies, andby the individual(s) responsible for actuallypreparing such**doc~~ent,** 

### and MPorM?'s chief executive officer and each such individual shall certify inwriting as follows:**~I** 

### haveoersonally examined and am familiar with the informatlon submitted in this**docw~ent** 

### and all attachments thereto, and I 

### certify, based on reasonable**~nv~s~igation, incl~?ing_my** **i?~~r¥ of~tho~e~** **~. 1nd~v1duals**  

### respons10le ror**oD~a1n1ng ~he** **1nIor.ma~1on,** 

### that the submitted information 

### is**tru~,** 

### accurate and complete to the**bes~** 

### ofmy knowledge and gelief. I 

### understand that an¥ false statement made 1n the submitted informat10n is Dunishable as 

### a crirrcinal offenseunder §53a-157b or the Connecticut General Statutes and any other applicable law."

17. Noncompliance. This**Tradin~** 

### Agreement and Order is a**I~nal** 

### oreer 

### or the**Commiss~oner** 

### with respect to the matters addressedherein, and is 

### nonappealable and immediately enforceable. Failure to comply with this Trading Agreement and 

### Ordermay subject M? 

### to an 

### injunction and**penal~ies.** 

### 18. False statements. Any false statement in any**~nIorma~~on** 

### suomittedpursuant to this Trading Agreement and Order is punishable as a criminal OIrense under §53a-157b of the Connecticut General Statutes and any other applicable law.

Initials: 13 

### Date:

### Middletovm Power LLC TradingAgreement and Order No. 8214

19.



### 20.

21. 

### Notice of transfer; liabilit

# aofMP. UntilMP has**~ully compI~eo** **w~cn ch~s**  

### Tra**~ng** 

### Agreement and Order, 

### MP shall notify the Commissioner in writingno later than 15 days after transferring all or anyportion of the facility, the operations, the site or the business which is the subject of this**Tradin~** 

### Agreement and Order or after obtaining a new**rnail~ng** 

### or location address. MP's obligations under this Trading Agreement and Order shall notbe affectedby**th~** 

### passage of title to any property to any otherperson ormunicipality.

Commissioner's powers. Nothing in this Trading Agreemenc**~~d** 

### Oroer snaIl affect the Commissioner's authority to institute any proceeding or take anyother action to orevent or abate violati·ons of law, orevent 

### or abate oollution, recover costs and natural resource damages, and to impose penalties forpast, oresent, or 'future violations of law. If at any time the Commissioner determines that the actions taken by M? 

### pursuant to this Trading Agreement andOrder have not successfully correctedall violations, fully characterized the extent or degree ofany

### pollution, or successfully abated orpreventedpollution, the Commissionermay institute anyoroceeding to require M? 

### to undertake further investigatIon or further action to prevent or abate violations orpollution.

MP's obligations under law. Nothing in this Trading Agreemenc and

### Order shall relieve Mp·

### of other obligations under applicable federal, state and local law.

22. No assurance b Comrncissioner. No provision of this Ira**~ng** 

### greemenc**~'d** 

### r er**~:d** 

### no action or inaction by the cornmcissioner shall be construed to constitute**~1** 

### assurance by the**Co~~issioner** 

### that the actions taken by MPpursuant to this Trading Agreement and Orderwill result in compliance orprevent or abatepollution.

23. 

### Access to facility. Any representative of the Department**o~· Envlro~~ental**  

### Protection may enter the facilit¥ withoutpriornotice for the**pur~oses** 

### of monitorlng and enforcing the actions**requ~red** 

### or allowed by this TradingAgreement andOrder.

24. 

### No effect on ri hts ofother oersons. This Trading .greemenc fu,a 

### r ernelcner creates nor affects any 

### rights ofpersons ormunicipalities that are not parties to this TradingAgreement andOrder.

25. 

### No Creation of PropertyRights. This Trading**A~reement** 

### and Order does not create any property rights wlth

Initials: 14 

### Date:Middletolm Power LLC

respect to these DERCs. TradingAgreement and Order No. 8214

26. Notice to**Com~issioner** of changes.**Wi~hin** 15 days of tne date M?**oeco~es** aware or a cnange**~n** any information submitted to the Commissioner under this Trading Agreement and Order, or that any such information was inaccurate or misleading or that any relevant information was omitted, M? shall submit tne correct or omitted information to the**Com~issionei.** 27. Notification ofnoncompliance. In the event that MP
oecomes aware**~nac ~t** **d~d** noc or may not**com~ly,** or did not or may not comply on time, with any**requ~rement** of this Trading Agreement and Order or of any document required hereunder, MP shall immediately notify by telephone the individual identified in the next paragraph and shall take all reasonable steps to ensure that any noncompliance or delay is avoided or, if unavoidable, is minimized to the qreatest extent possible. Within five 

### (5) days or the initial notice, 

### M? shall submit in writing the date, time, 

### and duration of the noncompliance and the reasons for the noncompliance ordelay and propose, for the review**~,d** written approval of tne Commissioner, dates by which compliance will be achieved, and 

### MP shall comply with any dates whichmay be approved in writing by tne Commissioner.**Not~fication** by MP shall not excuse noncompliance ordelay,**~,d** the Commissioner's approval of any compliance dates proposed shall not excuse noncompliance ordelay unless specifically so stated by the**COm~issioner** in**~riting.** 28. Submission of documents.**~~y** document required to be**SUDm~cced** to che**co~m~ssioner** under this Trading Agreement and Order shall, unless otherwise specified in this Trading Agreement and Order or in writing by the COillmissioner. be directed to: Wendy Jacobs Denartment of**2nvirow~ental** Protection Bureau of Air**M~,a~ernent** 2missions and**Cred~t** Trading Section 79 Elm Street Hartford, Connecticut 06106-5127

Initials: 15 Date:

### Middletovm Power LLC 

### Trading Agreement and Order No. 8214

MP consents to the issuance of 

### this TradingAgreement and Order without further notice. The undersigned certifies that he/she is fully authorized to enter into this TradingAgreement and 

### Order and to legally bind

### MP to the**te~ms** 

### and conditions of 

### the Trading Agreement and Order.

Signature:

Type 

### Name:

Type 

### Title:



### Jr. 

# - ArJhur

# J.' RocQ..ue,

### Commissi~ner 

# L./ Issued as a 

### final order of the

Environmental Protection on**TOw~** 

### OF MIDDLETOWN**L~~TD** 

### RECORDS**~~ILED** 

### CEaTIFIEDMAIL,**RETU~~** 

### RECEIPT 

### REQUESTED 

### Certified**Docume~t** 

### No.

16