# CONSENT-DECREE TERM SHEET (FINAL FORM) **Between:** Selwick Plating (“Selwick”) **and:** River Protection Authority (“RPA”) This Term Sheet sets out the final negotiated terms for a consent decree resolving the disclosed copper and pH exceedances at Selwick Plating. It is subject to public comment and court approval. It does not become binding or enforceable unless and until incorporated into a decree approved by the court and made effective. --- ## 1. Recitals and Agreed Background A. During a six-month period, the monitoring data reflect: - 18 calendar days with copper exceedances; - 6 calendar days with pH exceedances; - 4 calendar days on which both copper and pH exceeded limits. The parties agree that this equals: - 14 copper-only days; - 2 pH-only days; - 4 days with both copper and pH exceedances. B. Selwick self-reported the exceedances after its new environmental manager reviewed the monitoring data. Selwick stopped the highest-risk production line for twelve days, preserved all relevant samples, and engaged an engineer. C. The parties agree that an ion-exchange polishing system is technologically feasible, is the required final control for the disclosed violations, has an estimated cost of approximately $640,000, and can be operational within 120 days if ordered within ten days. D. Selwick admits RPA’s jurisdiction and the accuracy of the monitoring data underlying the disclosed violations. Except as expressly provided, Selwick does not admit any disputed legal conclusion. --- ## 2. Definitions **Effective Date** means the date the consent decree is entered and becomes effective by the court. **Disclosed Violations** means the exceedances identified in Section 1.A: 14 copper-only days, 2 pH-only days, and 4 days on which both copper and pH exceeded limits. **Exceedance** means a measured copper or pH value above the applicable permit limit. **Exceedance Day** means a calendar day on which at least one Exceedance occurs. A calendar day on which both copper and pH exceed limits is counted once as a single Exceedance Day. **Required Report** means any report or notice required by this Term Sheet, including a Weekly Sample Report, Exceedance Report, Monthly Compliance Report, Verification Report, or force-majeure notice. **Construction Milestone** means each milestone listed in Section 5.2. **Responsible Officer** means Selwick’s Environmental Manager, or another officer with authority to make compliance commitments, designated in writing to RPA. **Rolling 60-Day Period** means any consecutive period of 60 calendar days. --- ## 3. Civil Penalty Calculation and Payment ### 3.1 Gravity Calculation | Violation Category | Days | Amount Per Day | Total | |---|---:|---:|---:| | Copper-only exceedance days | 14 | $18,000 | $252,000 | | pH-only exceedance days | 2 | $6,000 | $12,000 | | Both copper and pH exceedance days, capped | 4 | $20,000 | $80,000 | | **Total Gravity** | **20** | | **$344,000** | On each day on which both copper and pH exceeded limits, gravity is capped at $20,000, and each calendar day is counted once. ### 3.2 Cooperation Reduction RPA has approved a 15 percent cooperation reduction from gravity only. The reduction is based on Selwick’s self-reporting, preservation of sampling data, suspension of the highest-risk production line, and engagement of an engineer. | Item | Amount | |---|---:| | Total Gravity | $344,000 | | 15% cooperation reduction from gravity | ($51,600) | | **Gravity After Cooperation Reduction** | **$292,400** | ### 3.3 Economic Benefit Selwick’s verified economic benefit from delaying treatment upgrades is $180,000. No portion of the economic benefit is waived. No inability-to-pay finding is made or relied upon. ### 3.4 Final Civil Penalty | Item | Amount | |---|---:| | Gravity After Cooperation Reduction | $292,400 | | Verified Economic Benefit | $180,000 | | **Final Civil Penalty** | **$472,400** | ### 3.5 Payment Timing Selwick shall pay the Final Civil Penalty of **$472,400** within **30 calendar days after the Effective Date** by wire transfer to an account designated by RPA. Each payment shall be accompanied by a remittance memorandum identifying the payment as made under the Decree and signed by the Responsible Officer. --- ## 4. Ion-Exchange Polishing System: Required Final Control ### 4.1 Required System Selwick shall design, order, construct, start up, and operate an ion-exchange polishing system capable of treating the facility’s production wastewater and achieving the applicable copper and pH permit limits. The system shall include necessary resin contactors, regeneration and waste-handling provisions, pH-control measures, instrumentation, and monitoring points reasonably necessary for reliable operation. ### 4.2 Construction and Startup Milestones Selwick shall complete the following milestones, measured from the Effective Date: | Milestone | Due Date | Requirement | |---|---:|---| | Order | Day 10 | Place a purchase order for the ion-exchange polishing system sufficient to permit operation within 120 days and confirm the order to RPA in writing. | | Design | Day 30 | Complete the final design package, including process flows, equipment specifications, installation plans, pH-control details, and monitoring/instrumentation plan, and submit it to RPA for its records. | | Construction Start | Day 60 | Begin physical construction or installation of the system, including site preparation, equipment delivery, or installation activities. | | Installation Complete | Day 105 | Complete installation, plumbing, electrical work, instrumentation, and pre-startup checks. | | Startup | Day 115 | Begin startup and commissioning of the system. | | Operational Milestone | Day 120 | The system shall be fully operational and capable of treating the full production wastewater stream at design flow while maintaining copper and pH at or below applicable permit limits for 24 consecutive hours. Selwick shall submit a startup report certifying operational status and the 24-hour performance demonstration. | ### 4.3 Operational Standard “Operational” means the ion-exchange polishing system is installed, commissioned, and capable of continuous treatment of the production wastewater stream at design conditions such that effluent copper and pH are maintained at or below applicable permit limits. The 120-day operational milestone is achieved only upon completion of the 24-hour performance demonstration and submission of the startup report. --- ## 5. Interim Sampling, Exceedance Response, Production Controls, and Reporting ### 5.1 Weekly Sampling for Twelve Months From the Effective Date for 12 months, Selwick shall conduct weekly sampling for copper and pH at the point of discharge and at such intermediate process wastewater points as are reasonably necessary to identify the source of any Exceedance. Sampling shall occur at least once every seven calendar days. Samples shall be collected and analyzed using state-approved or EPA-approved methods, with proper chain-of-custody documentation. ### 5.2 Weekly Sample Reports Selwick shall submit a Weekly Sample Report to RPA within five calendar days after each sample event. Each report shall identify: 1. Date and time of sampling; 2. Sampling location(s); 3. Parameters analyzed; 4. Analytical results; 5. Laboratory identity and method; 6. Whether any Exceedance occurred; 7. The name, title, and signature of the Responsible Officer. ### 5.3 Immediate Notice of Exceedances Selwick shall give RPA immediate written or telephonic notice of any Exceedance within **one business hour** after Selwick receives a laboratory result or other objective data indicating an Exceedance. A written Exceedance Report shall follow within 24 hours and shall identify: 1. The parameter exceeded; 2. The location where the Exceedance was detected; 3. The date and time of the sample or data event; 4. The probable source, if known; 5. The corrective actions taken or planned; 6. The production controls implemented; 7. The name, title, and signature of the Responsible Officer. ### 5.4 Production Controls During an Exceedance Upon discovery of any Exceedance, Selwick shall immediately reduce production of the affected wastewater-generating line(s) to **no more than 50 percent** of the average daily production for those line(s) during the 30 calendar days immediately preceding the Exceedance. If Selwick cannot identify the affected line(s) within 24 hours after discovery, Selwick shall reduce plant-wide production by **20 percent**. The production reduction shall continue until compliance is confirmed by a confirmatory sample collected no earlier than 24 hours after implementation of corrective measures that shows copper and pH at or below applicable permit limits, and no new Exceedance has been detected. Selwick shall use diligent efforts to collect the confirmatory sample as soon as practicable, and in no event later than 48 hours after implementing corrective measures. ### 5.5 Monthly Compliance Reports For 12 months after the Effective Date, Selwick shall submit a Monthly Compliance Report by the 10th business day of each month. Each report shall include: 1. Production data and the production baseline used for exceedance response; 2. A summary of all weekly samples and results; 3. All Exceedances, notices, corrective actions, and production reductions; 4. Status of all Construction Milestones; 5. Status of any force-majeure event, if applicable; 6. A copy of any Verification Report due during the reporting period; 7. Certification signed by the Responsible Officer. ### 5.6 Records Retention Selwick shall retain all sampling data, laboratory reports, chain-of-custody records, production records, Exceedance Reports, Monthly Compliance Reports, construction documents, and force-majeure records for five years after the Effective Date or longer if required by law. --- ## 6. Third-Party Verification ### 6.1 Independent Verifier Selwick shall retain an independent environmental engineer or qualified wastewater-treatment professional who is not an employee, officer, or agent of Selwick and has no financial interest in the outcome. The verifier shall be qualified to evaluate ion-exchange treatment systems, construction progress, and wastewater compliance data. ### 6.2 Verification Dates and Reports Selwick shall use the independent verifier at Day 60 and Day 120 after the Effective Date: 1. **Day 60 Verification:** Verify the design, purchase order, construction progress, interim sampling, exceedance response, and production-control compliance. 2. **Day 120 Verification:** Verify that the ion-exchange polishing system is operational, that the 120-day operational milestone has been met, and that the weekly sampling and compliance records are complete and accurate. Each Verification Report shall be submitted to RPA within five calendar days after the verification. If a verified event is delayed by a properly established force-majeure event, the Verification Report shall be submitted within five calendar days after the delay. RPA may request reasonable clarifications or supplemental information. --- ## 7. Stipulated Penalties ### 7.1 Missed Required Report For each day a Required Report is late: - Days 1 through 10: **$1,000 per day**; - Day 11 and thereafter: **$3,000 per day**. “Day 1” means the first calendar day after the report was due. Penalties accrue until the report is submitted. ### 7.2 Missed Construction Milestone For each day a Construction Milestone is late: - Days 1 through 15: **$4,000 per day**; - Day 16 and thereafter: **$10,000 per day**. “Day 1” means the first calendar day after the milestone was due. Penalties accrue until the milestone is completed. ### 7.3 New Copper or pH Exceedance For each Exceedance Day after the Effective Date: - **$8,000 per day**, except that if Selwick has had three prior Exceedance Days within the immediately preceding 60 calendar days, the penalty for that Exceedance Day is **$16,000 per day**. A calendar day on which both copper and pH exceed limits is counted once for this purpose. ### 7.4 Payment of Stipulated Penalties Stipulated penalties are payable within 30 days after written demand by RPA. Stipulated penalties are in addition to all other obligations under the Decree and do not limit RPA’s enforcement authority. Payment of a stipulated penalty is not an admission of any disputed legal conclusion. --- ## 8. Force Majeure ### 8.1 Standard A force-majeure event may excuse delay in performance of a Construction Milestone or Required Report only if the delay is caused by an event beyond Selwick’s reasonable control that could not have been avoided through reasonable planning or care. Examples of potential force-majeure events include natural disasters, war, terrorism, epidemic or pandemic conditions, governmental shutdowns, or prolonged utility outages not caused by Selwick. ### 8.2 Required Conditions To obtain force-majeure relief, Selwick must: 1. Provide written notice to RPA within **five calendar days** after the event occurs or after Selwick reasonably should have known of the event; 2. Describe the event, the affected obligation, the expected duration of the delay, and the causal connection between the event and the delay; 3. Use diligent and commercially reasonable efforts to mitigate the delay; 4. Provide reasonable proof of causation to RPA. If the event continues beyond 30 days, Selwick shall provide updated notices every 30 days describing mitigation efforts and the expected duration of the delay. ### 8.3 Exclusions Increased cost, contractor scheduling that could reasonably have been planned, and ordinary equipment failure are not force majeure. ### 8.4 Effect Force majeure may toll only the proven delay in a Construction Milestone or Required Report. It does not excuse Selwick’s obligations to conduct required sampling, provide immediate notice of Exceedances, implement production controls, or achieve compliance. Failure to give timely notice forfeits force-majeure relief for that event. --- ## 9. Access, Records, and Preservation of Enforcement Rights ### 9.1 Access Selwick shall permit RPA and its authorized representatives to enter, inspect, sample, and review records at the facility at reasonable times and with reasonable notice. For urgent circumstances involving suspected noncompliance, access shall be immediate. ### 9.2 Records Selwick shall maintain complete and accurate records of all sampling, laboratory analysis, production, exceedance response, construction, verification, reporting, and payment activity related to the Decree. ### 9.3 Preservation of Enforcement Rights Nothing in this Term Sheet limits RPA’s authority to enforce: 1. Unknown violations not disclosed in Section 1; 2. Future noncompliance after the Effective Date; 3. Breach of the Decree; 4. Any other applicable legal requirement. The stipulated-penalty schedule is not exclusive and does not limit RPA’s right to seek other available remedies. The court retains jurisdiction to enforce the Decree. --- ## 10. Nonadmission and Civil Release ### 10.1 Nonadmission Selwick admits RPA’s jurisdiction and the accuracy of the monitoring data underlying the Disclosed Violations. Except for those admissions, Selwick does not admit any disputed legal conclusion. This Term Sheet and the resulting Decree are a negotiated settlement and are not an adjudication of liability. ### 10.2 Civil Release Subject to Selwick’s full and timely performance of the Decree, including payment of the Final Civil Penalty, RPA releases and discharges Selwick from civil claims for civil penalties and civil injunctive relief arising solely from the Disclosed Violations occurring on or before the Effective Date. The release does **not** extend to: 1. Unknown violations not disclosed in Section 1; 2. Future noncompliance after the Effective Date; 3. Criminal or other non-civil claims; 4. Claims of third parties; 5. Obligations imposed by other laws or permits. If Selwick materially breaches the Decree, RPA may enforce the Decree for the breach and related noncompliance, and the release does not bar enforcement for that purpose. --- ## 11. Public Comment and Court Approval ### 11.1 Condition Precedent This Term Sheet is subject to public comment and court approval. It does not create binding obligations unless and until it is incorporated into a consent decree approved by the court and made effective. ### 11.2 Public Comment RPA shall provide the public an opportunity to comment on the proposed Decree and this Term Sheet for at least 30 days before the court approves the Decree. ### 11.3 Court Approval The parties shall submit this Term Sheet and the proposed Decree to the court for approval. The court may approve the Decree as submitted, with modifications, or may schedule a hearing. If the court does not approve the Decree, the parties may return to negotiations in good faith. --- ## 12. Miscellaneous ### 12.1 Responsible Officer Identification Each payment, certification, and Required Report shall identify the Responsible Officer by name and title and shall be signed by that officer. ### 12.2 Entire Agreement for Decree Terms This Term Sheet, as approved by the court, states the final negotiated terms for the matters addressed in it. No other monetary, corrective, monitoring, or penalty obligation is imposed except as expressly provided herein. ### 12.3 Severability If any provision of this Term Sheet or the resulting Decree is held invalid or unenforceable, the remaining provisions continue in effect.