# STATE OF CONNECTICUT DEPARTMENT OF ENVIRONMENTAL PROTECTION

State ofConnecticut and Algonquin Power Windsor Locks, LLC ) ) ) Trading Agreement and OrderNo. 8299

WHEREAS, the Commissioner ofEnvironnlental Protection ("Commissioner") and Algonquin Power WindsorLocks, LLC ("Respondent") agree thatthe Commissioner may issue a penuit or order to allow emissions trading in accordance with Section 22a-174-22G) ofthe Regulations ofConnecticut State Agencies ("Regulations") as a method ofcompliance with Section 22a-174-22 ofthe Regulations: A. At the request and with the agreement ofRespondent, the Commissioner finds the following: 1. This Trading Agreement and Order supersedes Trading Agreement and Order 8261 and all subsequent modifications thereto. 2. Respondent is a corporation that owns and operates a cogeneration plant at 26 Canal Bank Road, Windsor Locks, Connecticut ("facility"). 3. Atthe facility, Respondent operates the emission unit describedin Table 1 below, which is subject to Section 22a-174-22 ofthe Regulations ofConnecticut State Agencies ("Regulations") pertaining to the control ofNitrogen Oxide (NOx) emissions. 4. Forthe purposes ofthis Trading Agreement and Order, the following definitions shall apply:

a. Allowable Emission Limit (AEL): the applicable NOx emission limit set forth in Section 22a-174-22(e) or Section 22a-174-22(f) ofthe Regulations corresponding to the emission unit described in Table 1 ofthis Trading Agreement and Order b. Allowance: CArRNOx Ozone Season allowance originally allocated to a CArRNOx Ozone Season unit, as defined in Section 22a-174-22c ofthe Regulations, located inthe State ofConnecticutoraNOx allowance designated specifically for compliance during Ozone Season control periods and allocatedto a CArRNOx Ozone Season unit located inthe State of Connecticut after the date ofissuance ofthis Trading Agreement and Order.

c. CArRNOx Ozone Seasonunit: shall be as defined in Section 22a-174-22c of the Regulations d. CEMS: Continuous Emissions Monitoring System (Printed on Recycled Paper) 79 Elm Street 0 Hartford, CT 06106-5127 www,ct.gov/dep An Equal Opportunity EmployerAlgonquin Power Windsor Locks, LLC 2 Trading Agreementand Order 8299

e. Discrete Emission Reduction Credit (DERC): a unitthat was generated and approved by the Commissioner in accordance with aTrading Agreement and Order issued bythe Commissioner or generated and approved by the Commissionerin accordance with a protocol submitted and approved pursuant to Section 22a-174-38 ofthe Regulations. Such unit is equivalentto 1 ton of NOx emissions and may be used for emissions trading in accordance with Section 22a-174-220) ofthe Regulations, subjectto the provisions ofPart B of this Trading Agreement and Order. 

### f. Non-Attaimnent Area: means the geographic areawhich has been designated as nonattaimnent pursuant to 40 CFR 81 in accordance with the provisions of 42 USC 7407 (Section 107 ofthe Act). Pursuant to 40 CFR 81.307, the designated ozone non-attaimnent areas in the State ofConnecticut are: the Greater Connecticut, CT area and the New York-NorthernNew Jersey-Long Island, NY-NJ-CT area. g. CAIRNATS: "CArRNO, Ozone Season Allowance Tracking System" as defined in 40 CFR 96.302. h. Ozone Season: May 1 through September 30 ofeach calendaryear or such period as defined by the U.S. Enviromnental ProtectionAgency, subsequent to the issuance ofthis Trading Agreement and Order.

1. Non-Ozone Season: the period ofconsecutive calendarmonths betweentwo successive Ozone Seasons

_. Table 1 CAIR NOx Ozone Season Unit UNIT- Fuel Heat Input (MMBtu) Allowable Emission Limit reg. or permit no. (AEL)-LbsIMMBtu GE PB654I(B) Nat. Gas 555.2 .15 CogenerationTurbine #2 Fuel 529.5 During the Non-Ozone Season P-213-0029 "- .-_... ,._,""" . - 5. The Respondent agrees thatthe actual NOx emissions rate from the emission unit described in Table 1, attimes, exceeds the corresponding AEL. 6. Pursuant to Section 22a-174-22(j) ofthe Regulations, Respondent proposes to comply with Section 22a-174-22(e) ofthe Regulations, when operating the emission unit described in Table 1 by means ofemissions trading in accordance with the provisions of this Trading Agreement and Order. 7. The Respondentproposes to use the actual non-ozone season average emissionrate measured by CEMS for thepurposes ofcalculating Actual DERCslAllowances Required for the emission unit described in Table 1.Algonquin Power Windsor Locks, LLC 3 Trading Agreement and Order 8299 The Commissioner, in accordance with Section 22a-174-22(j) ofthe Regulations hereby allows Respondent to comply with Section 22a-174-22 ofthe Regulations at the facility throughthe use of emissions trading, subject to the provisions ofthis Trading Agreement and Order. B. Withthe agreement ofRespondent, the Commissioner, acting under Sections 22a-6, 22a-174, 22a· 176, and 22a-177 ofthe Connecticut General Statutes, hereby orders Respondent as follows: 1. Expiration ofthis Trading Agreement and Order: The Respondent may only use emissions trading, subjectto the provisions ofthis Trading Agreement and Order, until the date of expiration ofthis Trading Agreement and Order. The date ofexpiration ofthis Trading Agreement and Order shall be the earlier of:

a. January 1,2013; b. The date upon which the Respondent demonstrates to the Commissioner's satisfactionthat actual NOx emissions from the emission unit, at all times, does not exceed the corresponding AEL(s);

c. The date specified in any written notice from the Commissioner stating thatthe Respondent is no longer allowed to use emissions trading due to the Respondent's violation ofany provision ofthis Trading Agreement and Order; or d. The date specified in any writtennotice from the Commissioner, notifying the Respondent thatthe Commissionerhas determined the use ofemissions trading as a compliance option has been further restricted, modified or nullified by:

(i) the promulgation ofan Act, Statute, or Regulations; or (ii) the issuance ofajudgmentor court order. 2. Respondent shall obtain and use sufficient DERCs andlor Allowances in such a manner as to comply with Paragraph B.7 ofthis Trading Agreement and Order. All Allowances used must come from an emissionunit that is within the same ozone nonattainment area as the Respondent. Any Allowances used to comply withthis Trading Agreement and Order must be allocated for the control period that occurs during the same year those allowances are used for compliance with this Trading Agreement and Order. 3. Prior to using Allowances in accordance with Paragraph 8.7 ofthis Trading Agreementand Order the Respondent shall obtain a General Account or Compliance Account in the CA1R NATS. 4. Vintage Restriction. For the purposes ofcompliance with Section 22a-174-22 ofthe Regulations and the provisions ofthis Trading Agreementand Order, DERCs shall only remain valid for five (5) calendaryears from the year ofthe generation ofsuch DERCs. DERCs olderthan five (5) calendaryears from their creation are not valid for use for compliance with Section 22a-174-22 ofthe Regulations and the provisions ofthis Trading Agreement and OrderAlgonquinPowerWindsor Locks, 

### LLC 4 Trading Agreement and Order 8299 5. OzoneSeason Fuel Use Restriction: Notwithstanding the provisions ofParagraphB.2 ofthis Trading Agreement and Order, when operating the emission unit described in Table I during the Ozone Season, the Respondent shall operate those units while firing or co-firing the lowest NOx emitting fuel type or combination offuel types that the unit is authorized to bum in accordance with Departmental permit, registration, or applicable regulation. 6. Notwithstanding Paragraph B.5 ofthis Trading Agreement and Order, during the Ozone Season, the Respondent may operate the emissionunits described above on fuels that result in higher emissions ofNOx, ifeither:

a. the availability offuel oil that complies with ParagraphB.5 is inadequate to meet the needs ofresidential, commercial and industrial users inthis state andthat such inadequate supply constitutes an emergency; or b. the supply ofgaseous fuels to the emission units is interrupted due to inadequate supply or in accordance with an interruptible supply agreement between the Respondentandthe gaseous fuel supplier.

c. the purchase ofthe lowestNOx emitting fuel type will preventthe unit from responding to an ISO-New England dispatch directive on a timely basis under an emergencypower shortage event in Connecticut orthe rsO-NE region. 7. Non-Ozone Season DERC/Allowance Use. The Respondent shall possess a quantity of DERCs and/orAllowances that equals or exceeds the quantity ofNon-Ozone Season Actual DERCs/ Allowances Required for thatNon-Ozone Season. Compliance with Paragraph B.7 of this Trading Agreement and Order shall be determined as follows:

a. Before the first day ofeachNon-Ozone Season, Respondent shall estimate DERCs and/or Allowances required for thatNon- Ozone Season for the emission unit described in Table I based onthe average actual NOx emission rate from the emission unit and an emission limit of0.15 Ib/mmbtu as follows: Estimated Non-Ozone Season DERCs/Allowances Required = {(Estimated Non-Ozone Season fuel use inMMBtu) x «estimated average NOx Emission Rate Ib/mmbtu)

- (0.95 x 0.15Ib/mmbtu»} + 2000 Ibs/ton b. No later than thirty (30) days afterthe end ofeachNon-Ozone Season, the Respondent shall calculate Actual Non-Ozone Season DERCs and/or Allowances used during thatNon-Ozone Season for each emissionunit as follows: Actual Non-Ozone Season DERCs/Allowances Required = {(Actual Non-Ozone Season fuel use in MMBtu) x «Non-Ozone Season Average Actual NOx Emission Rate Ib/mmbtu)

- (0.95 x 0.15 Ib/mmbtu»}+2000 Ibs/ton 8. Not more than thirty (30) days afterthe completion ofthe Non-Ozone Season, the Respondent shall deduct a quantity ofDERCS from the currentbalance ofDERCs possessed bytheAlgonquin Power Windsor Locks, LLC 5 Trading Agreement and Order 8299 Respondent and/or transfer a quantity ofAllowances from the Respondent's NOx General Account or Compliance Accountto the CT State NOx Retirement Account (Account ID CT0000000300 inthe CAIRNATS) suchthatthe total is equal to Actual Non-Ozone Season DERCs/Allowances Required for the most recently completedNon-Ozone Season. 9. Doubling: Ifthe Actual DERCs/ Allowances Required for any Non-Ozone Season, determined in accordance with Paragraph B.7, exceeds the quantity ofDERCs and/or Allowances inthe Respondent's possession onthe first day ofthatNon-Ozone Season, then in addition to the deduction ortransfer specified in Paragraphs B.8, the Respondent shall also deducta quantity ofDERCs from the currentbalance ofDERCs possessed by the Respondent and/ortransfer a quantity ofAllowances from the Respondent's NOx General Account or Compliance Account to the CT State NOx Retirement Account (Account ID CT0000000300 in the CAIRNATS) suchthat the total is equal to Actual Non-Ozone Season DERCs/Allowances Required for the most recently completedNon-Ozone Season. Such additional DERC deduction or Allowance transfer shall be performed atthe same time as any DERC deduction or Allowance transfer specified in Paragraph B.8 ofthis Trading Agreement and Order. Notwithstanding the provisions ofParagraph B.9 ofthis Trading Agreement and Order, any violation ofParagraphs B.7 ofthis Trading Agreement and Order may be subjectto additional enforcement action as may be deemed appropriate by the Commissioner in accordance with the Department's enforcement response policy. 10. Not more than thirty (30) days after the completion ofeachNon-Ozone Season, the Respondent shall demonstrate that any Allowances used for compliance with this Trading Agreement and Order during the eachnon-ozone season are surplus, quantifiable, enforceable andpermanent. This shall be determined by demonstrating thatthe actual NOx emissions during the ozone season, as reported to the United States Enviromnental Protection Agency, from the emission unit to which the Allowances were originally allocated were equal to or less than the amount ofAllowances allocated to such unitby the State ofConnecticut minus the Allowances used for compliance with this Trading Agreement and Order. 11. Maintenance and Tune-up. Not more than 1 year from the date ofissuance ofthis Trading Agreement and Order, the Respondent shall performmaintenance and inspection ofthe emission unit listed in Table I. Such maintenance and inspection shall include, but not be limited to, the following:

a. Inspect the combustion system, and clean or replace any components ofthe combustion system as necessary, in accordance with manufacturer's specification or current good engineering practice; b. Inspectthe system controlling the air-to-fuel ratio, and ensure that it is calibrated and functioning in accordance with the manufacturer's specifications or current good engineering practice;

c. Measure the operating parameters ofthe emission unit used to determine thatthe emission unit is operating in accordance with manufacturer's specification orAlgonquin Power Windsor Locks, LLC 6 Trading Agreement and Order 8299
current good engineering practice prior to and after any adjustments are made during maintenance, tune-up, or inspection activity; d. Make and keep records including, but not limited to, the following:

I. Demonstration that any maintenance, tune-up, and/or inspection activity performed on the emission unit described in Table 1 in accordance with Paragraph B.ll ofthis Trading Agreement and Order has been performed in accordance withthe manufacturer's specifications or current good engineering practice,

11. The date and a description ofany maintenance, tune-up, and/or inspection activity performed on the emission unit described in Table 1 in accordance with Paragraph B.ll ofthis Trading Agreement and Order, iii. The name, title and affiliation ofthe person conducting any maintenance, tune-up, and/or inspection activity performed on the emission unit described in Table 1 in accordance withParagraph B.ll ofthis Trading Agreement and Order,

IV. The operating parameters ofthe emission unit used to determine that the emission unit is operating in accordance with manufacturer's specification or current good engineering practiceprior to and after any adjustments are made during maintenance, tune-up, or inspection activity perfonned in accordance with Paragraph B.ll ofthis Trading Agreement and Order. 12. Record Keeping;

a. Not more than thirty (30) days afterthe completion ofeachNon-Ozone Season, the Respondent shall recordthe Non-Ozone Season average NOx emissionrate for the emission unit described inTable 1, the quantity of DERCs and/or allowances possessed on the first day ofthe Non-Ozone Season, and the quantity ofDERCs deducted and/orAllowances transferred in accordance with Paragraphs B.8 and B.9 ofthis Trading Agreement and Order. b. Oneach day, during the Ozone Season, thatthe Respondent operates in accordance with Paragraph B.6 ofthis Trading Agreement and Order, the Respondent shall make and keep records ofall emissions unit operations in accordance with Paragraph B.6, including copies ofall written correspondence demonstrating that operations are due to one ormore ofthe factors described in Paragraph B.6.athrough ParagraphB.6.c 13. Respondent shall retainrecords and supporting documentation required by 

### this Trading Agreement and Order for aminimum offive years, commencing on the date such records were created. Respondent shall provide the records specified above to the Commissioner within thirty (30) days ofreceipt ofa written request from the Commissioner. All records shall be maintained in accordance with Sections 22a-174-4 and 22a-174-22 ofthe Regulations.Algonquin Power WindsorLocks, LLC 7 Trading Agreement and Order 8299

14. Reporting: Not later than July 30 ofeach calendar year, the Respondent shall submit a written reportcontaining copies ofall records required pursuant to Paragraph 8.12 ofthis Trading Agreement and Order. The Commissionermay prescribe the forms to be used for the submission ofthese reports. The Respondent shall submit these reports on such forms, if prescribed by the Commissioner. 15. Full compliance. Respondent shall notbe considered in full compliance with this Trading Agreement and Order until all actions required by this Trading Agreement and Order have been completed as approved and to the Commissioner's satisfaction. 16. Approvals. Respondent shall use best efforts to submitto the Commissioner all documents required by this Trading Agreement and Order in a complete and approvable fonn. Ifthe Commissioner notifies Respondent that any document or otheraction is deficient, and does not approve it with conditions or modifications, it is deemed disapproved, and Respondent shall correctthe deficiencies andresubmit it within the time specified by the Commissioner or, ifno time is specified by the Commissioner, within 30 days ofthe Commissioner's notice ofdeficiencies. In approving any document or other action underthis Trading Agreement and Order, the Commissioner may approve the document or other action as submitted or perfonned orwith such conditions ormodifications as the Commissioner deems necessary to carry outthe purposes ofthis Trading Agreement and Order. Nothing inthis paragraph shall excuse noncompliance or delay. 17. Definitions. As used inthis Trading Agreement and Order "Commissioner" means the Commissioner or arepresentative ofthe Commissioner; The date of"issuance" ofthis Trading Agreement and Order is the date the Trading Agreement and Order is deposited inthe

# u.s. mail or personally delivered, whichever is earlier. 18. Dates. The date ofsubmission to the Commissioner ofany document required by this Trading Agreement and Order shall be the date such document is received by the Commissioner. The date ofany notice by the Commissioner under Trading Agreement and Order, including but not limited to notice ofapproval or disapproval ofany document or other action, shall be the date such notice is deposited in the

# u.s. mail or is personally delivered, whichever is earlier. Except as otherwise specified inthis Trading Agreement and Order, the word "day" as used in this Trading Agreement and Order means calendar day. Any document or action which is required by this Trading Agreement and Orderto be submitted orperfonned by a date which falls on a Saturday, Sunday or a Connecticut or federal holiday shall be submitted or perfonned by the next day which is not a Saturday, Sunday or Connecticut or federal holiday. 19. Certificationofdocuments. Any document, including but not limited to anynotice, which is required to be submitted to the Commissioner under this Trading Agreement and Order shall be signed by the Respondent or, ifRespondent is not an individual, by an individual, employed by the Respondent, who satisfies the criteria set forth in Section 22a-174-2a(a)(I) of the Regulations ofConnecticut State Agencies and by the individua1(s) responsible for actually preparing such document. Each individual who signs documents in accordance with this Paragraph shall certifY in writing as follows: "I have personally examined and am familiar with the information submitted in this document and all attachments thereto, and I certifY, based on reasonable investigation,Algonquin Power Windsor Locks, 

### LLC 8 Trading Agreement and Order 8299 including my inquiry ofthose individuals responsible for obtaining the infonuation, that the submitted information is true, accurate and complete to the best ofmy knowledge and belief. I understand that any false statement made in the submitted information may be punishable as a criminal offense under Section 53a-157b ofthe Connecticut General Statutes and any other applicable law."

20. Noncompliance. This Trading Agreement and Order is a final order ofthe Commissioner with respectto the matters addressed herein, and is nonappealable and immediately enforceable. Failure to comply with this Trading Agreement and Ordermay subject Respondentto an injunction and penalties. 21. False statements. Any false statement in any infonuation submitted pursuantto this Trading Agreement and Ordermay be punishable as a criminal offense under Section 53a-157b ofthe Connecticut General Statutes and any other applicable law. 22. Notice oftransfer; liability ofRespondent. Until Respondent has fully complied with this Trading Agreement and Order, Respondent shall notifY the Commissioner in writing no later than 15 days after transferring all or any portion ofthe facility, the operations, the site orthe business which is the subject ofthis Trading Agreement and Order or after obtaining a new mailing or location address. Respondent's obligations underthis Trading Agreement and Order shall not be affected by the passage oftitle to any property to any otherperson or municipality. 23. Commissioner's powers. Nothing in this Trading Agreement and Order shall affect the Commissioner's authority to institute any proceeding or take any other action to prevent or abate violations oflaw, prevent or abate pollution, recover costs and natural resource damages, and to impose penalties for past, present, or future violations oflaw. 

### Ifat any time the Commissioner detenuines thatthe actions taken by Respondent pursuant to this Trading Agreement and Orderhave not successfully corrected all violations, fully characterized the extent or degree ofany pollution, or successfully abated or prevented pollution, the Commissioner may institute any proceeding to require Respondent to undertake further investigation or further action to prevent or abate violations orpollution. 24. Respondent's obligations under law. Nothing inthis Trading Agreement and Order shall relieve Respondent ofother obligations under applicable federal, state and local law. 25. No assurance by Commissioner. No provision ofthis Trading Agreement and Order and no action or inactionby the Commissioner shall be construed to constitute an assurance by the Commissioner thatthe actions taken by Respondent pursuant to this Trading Agreement and Order will result in compliance or prevent or abate pollution. 26. Access to premises. Any representative ofthe Department ofEnvironmental Protection may enterthe withoutprior notice for the purposes ofmonitoring and enforcing the actions required or allowed by this Trading Agreement and Order.Algonquin PowerWindsor Locks, LLC 9 Trading Agreement and Order 8299

27. No effect on rights ofotherpersons. This Trading Agreement and Order neither creates nor affects any rights ofpersons or municipalities that are notparties to this Trading Agreement and Order. 28. No CreationofProperty Rights. This Consent Order does not create any propertyrights with respect to these DERCs or Allowances. 29. Notice to Commissioner ofchanges. Within 15 days ofthe date Respondent becomes aware ofa change in any information submitted to the Commissionerunder this Trading Agreement and Order, or that any such infonnation was inaccurate or misleading or that any relevant infonnation was omitted, Respondent shall submitthe correct or omitted information to the Commissioner. 30. Notification ofnoncompliance. In the event that Respondent becomes aware that it did not or may not comply, or did not or may not comply ontime, with any requirement ofthis Trading Agreement and Order or ofany documentrequired hereunder, Respondent shall immediately notifY by telephone the individual identified in the nextparagraph and shall take all reasonable steps to ensure that any noncompliance or delay is avoided or,ifl1l1avoidable, is minimized to the greatestextentpossible. Within five (5) days ofthe initial notice, Respondent shall submit in writing the date, time, and duration ofthe noncompliance and the reasons for the noncompliance or delay and propose, for the review and written approval ofthe Commissioner, dates by which compliance will be achieved, and Respondent shall comply with any dates which may be approved in writing by the Commissioner. Notification by Respondent shall not excuse noncompliance or delay, andthe Commissioner's approval ofany compliance dates proposed shall not excuse noncompliance or delay unless specifically so stated by the Commissionerin writing. 31. Submission ofdocuments. Any document required to be submitted to the Commissioner underthis Trading Agreement and Order shall, unless otherwise specified in this Trading Agreement and Order or in writing by the Commissioner, be directed to: Supervisor Administrative Enforcement Group Engineering and Enforcement Division Bureau ofAirManagement Department ofEnvironmental Protection 79 Elm Street, 5th Floor Hartford, Comlecticut 06106 (860) 424-3702

### Algonquin Power Windsor Locks, LLC 10 Trading Agreement and Order 8299

Respondent consents to the issuance ofthis Trading Agreement and Order without further notice. The undersigned certifies that he/she is fully authorized to enterinto this Trading Agreement and Order and to legallybind Respondent to the terms and conditions ofthe Trading Agreement and Order. 

### \, . l 

# 0'"""""" Signature:

__

## -flpl;<~~!kV,-_.::- 

# _ Type Name:**~.** 

### IL<a

...

mu.,e"'s"----Ac.....,....JIJ(W-ub

..... i J.t""e'--

_ 

### Type**Title:_~P'-l"'a"-n"'-"t-'.!M"'a2Jn"'alllg,se'-'r~** 

### _ Date:**-'-A"'p'-"r'-"i'-"1'--"1~3'__l,'_____"2<_'O'_"'1<_'O'___** 

### _

Issued as a final consent order ofthe Commissioner ofthe Department ofEnvironmental Protection.

G 0 

### e, Director Engmeering & 

### EnforcementDivision Bureau ofAir Management

CITY OF WINDSOR LOCKS LAND RECORDS MAILED CERTIFIED MAIL, RETURN RECEIPT REQUESTED Certified Document 

# 04

- .20

- 

### .:J...or0 

### Date