Exhibit 3

STATE OF CONNECTICUT

DEPARTMENT OF ENVIRONMENTAL PROTECTION

In the matter of

The State ofConnecticut

and

Bristol-Meyers Squibb Company

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Trading Agreement

and Order No. 8220

6.

Wnereas, the Commissioner ofEnvironmental Protection ("Commissioner") and Bristol-Meyers Squibb

Company ("BMS") agree that it is in the public interest that they work cooperatively to improve the air

quality within the State of Connecticut and that the use of discrete emission reduction credit (''DERC'')

trading to reduce nitrogen oxide (''NOx'') emissions will achieve this result in a timely and cO'st~effectjve

ma..-Uier:

A. At the request and with the agreement of BMS, the Commissioner finds the following:

1. BMS is a Pharmaceutical Resear~h and Development Company with its principal place of

business at 345 Park Ave., New York, NY. BMS operates two (2) Diesel Generators identified

in Table I of this Trading Agreement and Order ("peaking units") at 5 Research Parkway,

Wallingford CT ("facility").

2. On June 16, 1998 the peallli'1g units. were operated for non-emergency use ("peak shaving"). The

NOx, emissions were 358.4 pounds. Pursuant to Section 22a-174-22(b) ofthe Regulations of

Connecticut State Agencies (UReguJations''), the generators are subject to Section 22a-174-22(d)

through (k) ofthe Regulations, pertaining to the control of NOx emissions.

3. Official U.S. Environmental Protection Agency ("EPA'} Reference Method 7E stack testing

performed on the dates indicated in Table 1, resulted in NOx emission rates set forth in Table 1.

4. The emission rates for· the peaking units and fuel specified in Table I are in excess oftbe limits

set forth in Section 22a-174-21(e), Table 22-1, ofthe Regulations Reasonably Available Control

Technology ("RAeT'') emission rate limits.

5. In accordance with Section 22a- i 74-220) ofthe Regulations, BMS proposes that for the peaking

units identified in Table I, BMS shalluse·DERC trading to comply with the applicable emission

limitation contained in Section 22a-174-22(e) of the Regulations.

Approved DERCs are defined for the purpose of this Trading Agreement and Order as those for

which the Commissioner has provided written authorization for use in compliance with Section

22a-174-22 ofthe Regulations.

( ?tint~d Oll R~cycled Peper)

Initials~ 79 Elm Street.! • Hartford, cr 06106 - 5127

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Bristol-Meyers Squibb Company Trading Agreement and Order 8220

BMS - NOx EMISSION RATES AND RACT LIMITS

Stack Test Emission Rates (lb/MMBtu)

Peaking Unit FUEL (ppmv) Stack Test FLER R"CT Test Date

940 KVA Waukesha other

Diesel G~erator #1 oil 1640.7 3.27 3.60 2.56 Nov 10, 1999

940 KVA Waukesha other 1499.0 2.84 3.12 2.56 Nov 10, 1999 Diesel Generator #2 oil

ITable I

7. BMS proposes to use Full Load Emission Rates ('TIERs") identified in Table I for t.1e

purposes of calculating the DERCs required.

8. Pursuant to the Department ofEnvironmental Protection's "Credit Trading/or Sources

with lrreg-dlar NOx Emissions" policy, with a revised date of February 27,2001 attached

hereto a..1.d incorporated by reference into this Trading Agree~ent and Order as Exhibit I,

these peaking u.TJ.its have peak daily NOx emissions greater than three times the average

daily emissions during the ozone season and are therefore considered sources with irregular

NOx emissions.

9. On April 24, 2000, pursuant to Section 22a-174-22(j) ofthe Regulations, BMS acquired

from United Illuminating twenty-five (25) tons of approved ozone DERCs in order to meet

the requirements cfRACT and the requirements ofthis Trading Agreement and Order.

BMS intends to acquire approved DERCs as needed.

10. By Agreeing to the issuance ofthis Trading Agreement and Order BMS makes no

admission offact or law with respect to the matters addressed herein.

B. The Commissioner, in 2occordaIlce wiLl} the provisions offt1js Trading Agreement a...TJ.d Order, and

pursuant to Section 22a-174-22 CD ofthe Regulations hereby allows BMS to comply with Section

2220-174-22 ofthe Regulations through use ofDERC trading referenced in Section A, herein, to

achieve the nitrogen oxide emission reduction required by Section 22a-174-22(d)(l) ofthe

Regulations.

C. 'Vith the agreement ofBMS, the Commissioner, acting under Connecticut General Statutes

Sections 22a-6, 22a-171, 22a-174, 22a-176, and 22a-177, orders BMS as follows:

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Bristol-Meyers Squibb Company Trading Agreement and Order 8220

1. On and after May I, 1998 BMS shall comply with the FLER's shown in Table I above

during operation of each peaking unit.

2. Upon issuance"ofthis Trading Agreement and Order, BMS shall have in its possession

sufficient approved DERCs to meet applicable RACT requirements and the requirements

ofthis Trading Agreement and Order.

3. On and after May I, 1998 BMS shall, on a daily basis,.document and record the amounts

of all fuel used by each peaking unit each day and the number ofDERCs used for the

ozone season (from t>.1ay I through Septemb~r 30 of each year) and non-ozone season (the

remainder of the year).

4. Pursuant to Section 22a-174-220) ofthe Regulations, BMS shail acquire sufficient

approved ozone season and non-ozone season DERCs in order to meet applicable RACT

requirements and the requirements ofthis Trading Agreement and Order for the following

month's operation. In accordance with Exhibit 1 ofthis Trading Agreement and Order,

ozone season DERCs for use during the ozone season shall be purchased by BMS prior to

the beginning ofthe ozone season: Approved DERCs shall be acquired until the peaking

units achieve permanent compliance with the emissions standards in Section 22a·174-22(e)

ofthe Regulations or until May 1,2003, whichever occurs first.

5. On and after May I, 1998 BMS shall maintain and provide the records required by

paragraph C.3. ofthis Trading Agreement and Order in accorda.,ce with the following

and Section 22a-174-4 of the Regulations, and shall:

a. Have in its possession sufficient approved DERCs for the current day, based

on the following calculations (described also in Exhibit I);

At aU times (mass calculation):

DERCs (in tons) (((FLER in Ibs/MMBtu) .- (0.95 x NOx RACT in

IbsIMMBtu» x (actual fuel use in Ibs/MMBtu)] 12000 pounds/ton

During the ozone season only (peak day calculation):

the maximum actual excess NOx emissions (in lbs) on any ofthe days

projected by the Commissioner to be "moderate to unhealthful,"

"unhealthful," or "very unhealthful," divided by 3 and then divided by 13

(with the result in tons):

DERCs (in tons) [(Maximum excess NOx in Ibs) 13]1 [13 Ibsiday/tonJ;

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Bristol-Meym Squibb Company Trading Agreement and Order 8220

As described in Exhibit 1 afthis Trading Agreement and Order, to the extent

that DERCs used to offset on a peak-day basis during the ozone season

exceed the total mass excess emissions, remaining DERCs may be used in the

non-ozone season Lll the sallIe or subsequent years until May 1, 2003;

b. Adjust upwards by 100% the DERCs required ifDERCs are not in BMS's

possession prior to use. However, nothing in this Trading Agreement and

Order shall affect the Commissioner's authority to institute any proceeding or

take any action to require additional upward adjustment based on the gravity

ofllie alleged noncompliance or violation of law;

c. Document and record daily fuel use, excess NOx emissions and, during the

ozone season, the ozone classification as forecasted by the Commissioner on

the previous day;

d. No later than March. 1, 2002, 2003 and 2004, include with its annual

emissions report to the Commissioner, DERCs used, calculated as described

in section C5.a. and C.5.b. ofthis Trading Agreement and Order, by ozone

and non-ozone seasons, for the previous calendar year;

e. Retain t.1e records a.,d supporting documentation as described in this section

for a rn.i.ni..-num offive years, commencing on the date such records are

created;

f Maintain documentation to attest to the fact that DERCs used during the

ozone season were generated during the ozone season. The ozone season is

from May 1 through September 30 in any calendar year. Generator

certification ofthis fact shall be sufficient; a.,d

g. Provide the records specified above to the Commissioner within thirty (30)

days ofreceipt of a written request from the Commissioner.

6. For the period between June 16, 1998 and April 24, 2000, BMS sball retire 15

DERCs (two times the actual arnout:J.t of excess NOx emissions during this time

period) no later than ten (10) days after the issuance ofthis order.

7. No later than May 1,2003, BMS shall comply with the requirements of Section 22a174-22(d)(1) ofthe Regulations. However, after full program review of this and

other Trading Agreements and Orders and, if detennined to be appropriate, the

Commissioner may grant a written extension of this Trading Agreement and Order.

8. The FLER's may be adjusted upon satisfactory demonstration to the Department and

written approval by the Commissioner.

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Bristol-Meyers Squibb Company Trading Agreement and Order 8220

9. Non-compliance with the established FLER shall subject BMS to make restitution by

matching the quantity ofemissions ("true up") caused by the exceedance plus a

100% premium. The true up in tons ofDERCs shall be equal to the FLER

exceedance in lbslMMBtu, multiplied by the total heat input during the period of

noncompliance divided by 2000 lbs/ton. Ifthe period of non-compliance is not

known, the time period from completion ofthe last/previous Department witnessed

stack test through the date the FLER compliance is achieved as approved by the

Commissioner shall be used. However, nothing in this trading Agreement and Order

shall affect the Commissioner's authority to institute any proceeding or take any

other action to require additional upward adjustment, based on the gravity of any

alleged noncompliance or violation of law.

10. Pursuant to Section 22a-174-22(k) ofthe Regulations, BMS shall conduct NOx

emission testing of the peaking units at least once every five years commencing from

the date identified in Table 1 ofthis Trading Agreement and Order.

11. Approvals. BMS shall use best efforts to submit to the Commissioner all documents

required by this Trading Agreement and Order in a complete and approvable form.

Ifthe Commissioner notifies BMS that any document or other action is deficient, and

does not approve it with "conditions or modifications, it is deemed disapproved, and

BMS 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

under this Tr~ding Agreement and Order, the COmnllssioner may approve the

document or other action 2.S SUbmitted:.or performed or with such conditions or

modifications as t.1e Commissioner deems necessary to carry out the pUiposes of this

Trading Agreement and Order. Nothing in this paragraph shall excuse

noncompliance or delay.

12. Definitions. As used in this order, "Commissioner" means the Commissioner of

Envirorunental Protection or an agent ofthe Commissioner. "Other oil" means a fuel

that is liquid at standard conditions and is not residual oil. "Ozone season" means the

period from May 1 through September 30 in 3..L'y given calendar year. "Issuance"

means the date this Trading Agreement and Order is deposited in the U.S. Mail or the

date it is personally delivered, whichever is earlier.

13. Dates. The date ofsubmission to the Commissioner of any document required by

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

Commissioner. The date of any notice by the Commissioner under this Trading

Agreement and Order, including but not limited to notice of approval or disapproval

of any 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 2.S otherwise specified in

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Bristol-Meyers Squibb Company Tradillg Agreement and Order 8220

this 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 Order to be submitted or perfonned by a

date which falls on a Saturday, Sunday or a Connecticut or federal holiday sh<'l.l1 be

submitted or performed by the next day which is not a Saturday, Sunday or

Connecticut or federal holiday.

14. Certification of documents. Any document, including but not limited to any notice,

which is required to be submitted to the Commissioner under this Trading

Agreement and Order shall be signed by the responsible corporate officer ofBMS or

a duly authorized representative ofsuch officer, as those terms are defined in Section

22a-430-3(b)(2) ofthe Regulations, and by the individual or individuals responsible

for actually prepa..-ing such document, each of whom shall examine and be familiar

with the infonnation submitted in the document and all attachments thereto, and shall

make inquiry of those individuals responsible for obtaining the infom1ation to

detennine that the infonnatiqn is true, accurate, and complete, and each of whom

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 that base~ on reasonable

investigation, including my inquiry ofthose individuals responsible for obtaining the

infomlation. the submitted infol111ation is true, accurate and complete to the best of

my knowledge and belief. I understand that any false statement made in the

submitted information may be punishable as a criminal offense under Section'22a175 ofthe COIUlecticut General Statutes or, in accordance with Section 22a-6 ofthe

O;mnecticut General Statutes, under Section 53a-157b ofthe COIUlectlcut General

Statutes, and in accordance with any other applicable statute."

15. Noncomplia.TJ.ce. This Trading Agreement and Order is a final order ofthe

Commissioner with respect to the matters addressed herein, and is nonappealable and

immediately enforceable. Failure to comply \vith this Trading Agreement and Order

may subject BMS to an injunction and penalties.

16. False statements. Any false statement in a..'1y information submitted pursuant to this

Trading Agreement and Order may be punishable as a criminal offense under Section

22a~ 175 ofthe COIUlecticut General Statutes or, in accordance v,'ith Section 22a-6,

under Section 53a-157b ofthe Connecticut General Statutes.

17. Notice oftransfer; liability "fBMS and others. Until BMS has fully complied with

this Trading Agreement and Order, BMS shall notify the Commissioner in v..·riting no

later than fifteen (15) days after transferring all or any portion ofthe facility, the

operations, the site or the business which are the subject ofthis Trading Agreement

and Order, or obtaining a new mailing or location address. Any license transfer shall

be conducted in accordance with Section 22a-60 ofthe Connecticut General Statutes.

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Bristol-Meyers Squibb Company Trading Agreement and Order 8220

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24.

BMS's obligations under this Trading Agreement and Order shall not be affected by

the passage oftitle to any property to any other person or municipality.

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 of law. prevent or abate pollution. recover costs and

natural resource damages, ar.,d to impose penalties for violations of law which are

'willful or criminally negligent or for which penalties have not been specifically

provided in this Trading Agreement and Order, including but not limited to

violations of any permit issued by the Commissioner. If at any time the

Commissioner determines that the actions taken by BMS pursuant to this Trading

Agreement and Order have not fully achieved compliance with Section 22a-174-22

ofthe Regulations. the Commissioner may institute any proceeding against BMS

and/or require BMS to undertake further investigation or further action.

BMS's obligations under law. Tothing in this Trading Agreement and Order shall

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

No assurance by Commissioner. No provision oftrus Trading Agreement and Order

and no action or inaction by the Commissioner shall be construed to constitute an

assurance by the Commissioner that the actions taken by BMS pursuant to this

Trading Agreement and Order will result in compliance or prevent or abate pollution.

Access to records and facility. I\.ny representative ofthe Department of

Environmental Protection may enter and inspect the facility and inspect and copy

records within nonnal business'hours without prior notice for the purposes of

monitoring and enforcing the actions required or allowed by this Trading Agreement

and Order.

No effect on rights of other persons. This Trading Agreement and Order shall

neither create nor affeCt any rights of persons who or municipalities which are not

parties to this Trading Agreement and Order.

No Creation ofProperty Rig.1)ts. This Trading Agre~ent and Order does not Cjeate

any property rights with respect to these DERCs.

Notice to Commissioner of changes. Within fifteen (15) days of the date BMS

becomes aware of a change in any infonnation submitted to the Commissioner under

this Trading Agreement and Order. or that any such infonnation was inaccurate or

misleading or that any relevant information was omitted, BMS shall submit the

correct or omitted information to the Commissioner.

Notification of nonCOmplifu"1Ce. 1'1 the event that BMS becomes aware that it did not

or may not comply, or did not or may not comply on time. with any requirement of

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Bristol-Meyers Squibb Company Trading Agreement and Order 8220

this Trading Agreement and Order or of any document required hereunder, BMS

shall by telephone immediately notify the Bureau of Air Management and shall take

all reasonable steps to ensure that any noncompliance or delay is avoided or, if

unavoidable, is minimized to the greatest extent possible. BMS shall also notify the

Commissioner in writing within ten days of becoming aware ofthe noncompliance

or potential noncompliance stating the date, time, and duration of the noncompliance,

the reasons for the noncompliance or delay and all activities which BMS and its

agents, employees and representatives took to avoid or repair the results ofthe

noncompliance and prevent the noncompliance, and propose, for the review and

written approval ofthe Commissi"oner, dates by which compliance \vill be achieved,

BMS shaH comply with any dates, which may be approved in writing by the

Commissioner. Notification by BMS shall not excuse noncompliance or delay, and

the Commissioner's approval of any compliance dates proposed shall not excuse

noncompliance or delay unless specifically so stated by the Commissioner in writing

26. Submission of documents, Any document required to be submitted to the

Commissioner under this Trading Agreement and Order shall, unless otherwise

specified in ''''''riting by the Commissioner, be directed to:

Mr. Michael LaFleur

Department of Envirorunental Protection

Bureau ofAir Management

Compliance and Field Operations Division

Emissions and Credit Trading Section

79 Elm Street

Hartford, Connecticut 06106

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Bristol~Meyejs Squibb Company Trading Agreement and Order 8220

BMS consents to the issuance ofthis Trading Agreement and Order without further notice. The

undersigned certifies that he/she is fully authorized to enter into this Trading Agreement and Order and to

legally bind BMS to the terms and conditions of the Trading Agreement and Order.

Bristol-Meyers Squibb Company

,ssinger r

Type Name: C,

Signature: -/'""'''---,'-'''''''''''''U7f~-

Type Title: Sr, Director Facilities

Date: <fIniT/ ....~z,

Issued as a final consent order ofthe Commissioner of

Enviromnental Protection on *~Z3 ,2001.

Arthuyt. Cqu;) Conv:ms loner e. J'l

, ----- TOWN OF WALLINGFORD

LAND RECORDS

MluLED CERillIED MAIL,

RETURN RECEIPT REQUESTED

Certified Document
[Note: This sheet is not a part ofthe order and is only attached to the original order which is retained in

separate DEP files which are accessible to the public with close supervision. The order must be mailed to

the User by certified mail, return receipt requested. If the User is a business, send a certified copy to the

attention of a person at the business.]

Certification of Mailing

0r:tC1/26/Cl, 2001, at .:l A.M.~, I mailed a certified copy ofTracting Agreement and Order

No. 8220 to the rollowing, by placing it in the [U.S. maillinterdepartmental mail]:

On ,2001, at A.M./P.M., rmailed. a plain copy afTrading Agreement and Order

No. 8220 to the following, by placing it in the [U.S. mail/interdepartmental mail]:

10