We need answer user's drafting assignment. Need produce consent-decree term sheet final form. Need include all items. Need likely calculate penalty. Let's analyze carefully.

Facts: 18 days copper exceedances, 6 days pH exceedances, 4 days both. Thus 14 copper only, 2 pH only, 4 both. Rule 2: copper $18k per violation day; pH $6k per violation day. On day with both, gravity capped at $20,000. Each calendar day counted once under cap.

Need calculate gravity. For copper only days: 14 * 18,000 = 252,000. pH only days: 2 * 6,000 = 12,000. Both days: cap at 20,000 each = 80,000. Total = 344,000. Alternative: if sum copper 18*18=324k + pH 6*6=36k = 360k, then both days reduce by 4*(24-20)=16k => 344k. Yes.

Cooperation reduction 15% from gravity: 0.15 * 344,000 = 51,600. Reduced gravity = 292,400. Economic benefit $180,000 added (cannot waive). Final civil penalty = 292,400 + 180,000 = 472,400.

Need include payment timing. Probably due within 30 days? Need specify responsible officer. Maybe within 30 days after decree effective, wire, etc. Maybe include if court modifies? Should be final.

Ion-exchange design, order, construction, startup, 120-day operational milestone. Parties agree cost approx $640,000, can operational within 120 days if ordered within 10 days. Term sheet should require: design by day 15? order within 10 days? construction, startup. Need make specific, measurable, technologically feasible. Need final control operational within 120 days. Could include: by 10 days after effective date order ion-exchange polishing system; by 30 days design final and engineering specs; by 60 days installation begin? Actually need include design, order, construction, startup, and 120-day operational milestone. Let's draft milestone table:
- Day 0 effective date.
- Day 10: place purchase order for ion-exchange polishing system (capacity etc).
- Day 30: submit final design/package to Authority? But decree should not require Authority approval maybe. It says design, order, construction, startup. Could require submit design by 30, begin construction by 60, complete installation by 110, startup and 24-hour performance test by 120? Need specific.
Maybe:
1. Design: By 30 calendar days after effective date, engineer shall complete design and performance specifications for ion-exchange polishing system capable of treating effluent to permit limits for copper and pH; submit final design to RPA for record (not approval unless unreasonable). 
2. Order: By 10 days, place order.
3. Construction: Begin construction by 60 days; complete installation by 110 days.
4. Startup: Begin startup by 115; by 120 days system operational and able to treat 100% of production wastewater; provide 24-hour continuous operation/compliance certification.
Need be feasible. If ordered within 10 days can be operational 120. Could require 10-day order; 20-day design? Better. Need maybe include milestones with stipulated penalty missed construction milestone schedule (days 1-15 $4k/day, thereafter $10k/day). Need define "construction milestone" maybe each missed milestone. If missed report penalty per day until report made.

Interim sampling, exceedance response, production controls, reporting.
Rule 6: weekly sampling, immediate notice of exceedances, reduced production during exceedance until compliance confirmed. Final control operational within 120. Selwick prepared weekly sampling for 12 months, third-party verifier at days 60 and 120. Need include:
- Until 120-day operational milestone, weekly sampling of copper and pH at discharge point and maybe process wastewater; results to RPA within 24 hours? Immediate notice of exceedance within 1 hour or 24? "immediate notice" could within 1 business hour? Need objective. We can define within 1 hour of discovery, and written report within 24 hours.
- If exceedance: immediately reduce production (e.g., cease or limit affected line to below 50%?) until compliance confirmed. Need reasonably related. Highest-risk line? Could require: upon any copper or pH exceedance, immediately reduce production of the affected line/operation to no more than 50% of baseline, or cease if cannot demonstrate compliance, until two consecutive samples (or one? compliance confirmed) show below limits. But rule says reduced production during an exceedance until compliance is confirmed. Need specify how confirmed: sample(s) meeting limits; maybe consecutive weekly samples? For immediate response, maybe "confirmed by a subsequent sample taken no less than 24 hours later, or by immediate continuous/spot sample, meeting limits." Need objective. Could require: immediately reduce production by at least 25%? "reduced production" vague. Need be specific. Maybe baseline production of most affected line? Since Selwick stopped highest-risk line 12 days. We can require: upon exceedance, Selwick shall reduce throughput of Line X by 50% for the duration of the exceedance until a sample (or two consecutive samples) demonstrates compliance. If cannot identify line, reduce plant-wide production 20%. But decree should be specific. Could say "reduce production on the wastewater-generating line(s) responsible for exceedance to no more than 50% of the average production over the preceding 30 days; if source cannot be identified within 24 hours, reduce plant-wide production 20%." That's objective and measurable. But if multiple lines? Reasonable.
- Weekly sampling for 12 months: for copper and pH at outfall and key process units, retain samples 30 days, report weekly within 5 days after sample? If immediate notice of exceedance separate. 
- Reports: monthly compliance report including samples, production, exceedance response, construction milestones, verification reports, payments? Need responsible officer. Compliance reports and payments must identify responsible officer. Include signature by Environmental Manager or officer.

Third-party verification: independent verifier at days 60 and 120. Need specify: qualified environmental engineer not employed by Selwick, report by day 65 and 125? It says at days 60 and 120. Could require verify system design/installation at day 60 and operational performance at day 120; submit report within 5 days after verification. Maybe "on days 60 and 120" or within 5 days? Need align: third-party verifier at days 60 and 120. Report within 5 business days.

Stipulated penalty schedule:
- missed report, $1,000/day days 1-10 and $3,000/day thereafter.
- missed construction milestone, $4,000/day days 1-15 and $10,000/day thereafter.
- new copper or pH exceedance, $8,000/day, increasing to $16,000/day after three exceedance days in any rolling 60-day period.
Need include maybe each violation day after milestone? For missed report, if report late, each day late. For construction milestone, each day milestone not met. For exceedance, each day exceedance. Need specify that new exceedances include any copper or pH exceedance after effective date. After three exceedance days in rolling 60-day period, $16k/day for subsequent exceedance days? Need be precise: "if in any rolling 60-day period there are three or more exceedance days, all exceedance days in that period after the third are $16,000 per day" or "increasing to $16,000 per day after three exceedance days in any rolling 60-day period." Could draft: for each new exceedance day, $8,000; provided that if the day is the fourth or subsequent exceedance day in any rolling 60-day period, penalty is $16,000/day. But rule says increasing after three exceedance days in any rolling 60-day period. Maybe after three exceedance days, all subsequent exceedance days are 16k. Need define rolling period: any 60 consecutive calendar day period. Could say "once Selwick has had three exceedance days in a rolling 60-day period, each additional exceedance day during that rolling period (and for 60 days thereafter?)" Simpler: "each new exceedance day is $8,000 per day; if, in any rolling 60-day period, Selwick has had three prior exceedance days, each exceedance day thereafter while that condition continues is $16,000 per day." But need avoid ambiguity. Could say: "For each exceedance day, $8,000. If an exceedance day occurs on or after the fourth exceedance day in any rolling 60-day calendar period, the penalty for that day is $16,000." That's objective.

Force majeure: clause excuse delay only if event beyond reasonable control, notice within 5 days, mitigates, proves causation. Increased cost, contractor scheduling reasonably planned, ordinary equipment failure not force majeure. Need include. Maybe no relief for penalty? It says may excuse delay. Could state does not excuse payment, interim controls, sampling unless affected, and no relief for increased cost. Notice to RPA in writing within 5 calendar days, description, expected delay, mitigation; provide evidence. If event continues? maybe penalty tolled only to extent causation proven. Need include.

Preservation of access and enforcement rights: authority access to site, records, sampling; retain enforcement rights for unknown violations, future noncompliance; stipulated penalties not exclusive; decree is continuing obligation. Include RPA may enter, inspect, sample; Selwick preserve samples, records.

Nonadmission clause and civil release:
- Selwick does not admit disputed legal conclusions while admitting jurisdiction and monitoring data. Need limited: no admission of liability except as required by monitoring data? Actually "admitting jurisdiction and the monitoring data" means admits EPA/Authority jurisdiction and data? The violations established? It can say: This decree and negotiations are not admission of legal liability except to the extent Selwick admits Authority's jurisdiction and the accuracy of the monitoring data underlying the disclosed violations. It does not admit any disputed legal conclusion or that conduct was unlawful except as established? Wait question: "The decree may state that Selwick does not admit disputed legal conclusions while admitting jurisdiction and the monitoring data. The Authority may release civil claims for the disclosed violations through the effective date, but not unknown violations or future noncompliance." So draft: Selwick admits Authority's jurisdiction and the factual monitoring data, but does not admit disputed legal conclusions (including negligence? violation of law?) except as required? The release: RPA releases from civil claims for civil penalties/civil claims arising from disclosed violations occurring on or before effective date, subject to full and timely compliance; not release unknown violations, future noncompliance, criminal, state? Need include: not release third-party claims, unknown, future. If noncompliance, release void? Could state release conditioned on compliance and payment; if material breach, RPA reserves enforcement.

Public comment and court approval conditions: Term sheet is subject to public comment and court approval; not binding unless entered; maybe comment period 30 days; court may modify. Need include: no obligation until decree entered; parties cooperate.

Need not include excluded items. We should not mention Authority's first draft except maybe "does not include". Final term sheet should be clean. Could include recitals and sections.

Need calculate in table. Ensure final penalty 472,400. Need maybe mention no economic benefit waiver. Could include gravity calculation: 
Category: Days, Rate, Amount.
Copper only: 14 x $18,000 = $252,000.
pH only: 2 x $6,000 = $12,000.
Both: 4 x $20,000 cap = $80,000.
Total gravity = $344,000.
15% cooperation = $51,600.
Gravity after reduction = $292,400.
Economic benefit = $180,000.
Final = $472,400.
Could mention "No portion of economic benefit is waived." Payment within 30 days after entry/effective date. Wire to designated account; identify officer. Maybe if court modifies? no.

Need decide "effective date" vs "decree entry". Use "Effective Date" date decree becomes effective. Payment due 30 calendar days after Effective Date. If not paid, enforcement.

Need include responsible officer: "Each payment and compliance report shall be signed by the Environmental Manager or other responsible officer and include title." Need maybe "Responsible Officer" defined as Environmental Manager. For payments, officer certifies.

Need include design/order/construction. Let's design detailed milestones:
Term 4: Corrective Action.
4.1 Design. By Day 15? But if ordered within 10 days. Let's set:
- Within 10 calendar days after Effective Date: place noncancelable purchase order for ion-exchange polishing system, with vendor and equipment specifications sufficient for permit compliance; confirm order in report.
- Within 30 calendar days: submit final design package, P&IDs, chemical storage, pH control, resin/regeneration, wastewater treatment flow; retain on site.
- Within 60 calendar days: begin construction/installation.
- Within 90 days: complete installation? But 120 operational. Need maybe 100? If ordered within 10, can operational 120. We can set milestones not too burdensome:
  * Day 10: order placed.
  * Day 45: design final? 
  * Day 75: construction complete? 
  * Day 110: mechanical completion and pre-startup.
  * Day 120: startup complete and operational; 24-hour compliance demonstration.
But need include construction milestone missed penalty. Could define specific milestones: order (day 10), construction start (day 60), installation complete (day 105), startup/operational (day 120). Maybe design report day 30. Need enough.

If the ion-exchange system can be operational within 120 days if ordered within 10 days. So order is critical. We can require order by 10. Design maybe by 30, construction start by 60, installation by 110, operational by 120. Stipulated penalties for missed construction milestone: days 1-15 $4k/day and thereafter $10k/day. Which milestone? each missed. Need not overcomplicate.

Potential issue: "construction milestone" includes design? Maybe no, construction milestones. But design/order can be considered milestones? The schedule says missed construction milestone. Could apply to any milestone in Section 4? Better define "Construction Milestone" as any date in Section 4.2. That includes order, design, start, install, startup. Or only construction? The authorized schedule for "missed construction milestone" likely covers milestones. Use "Milestone" and penalty applies to missed construction/startup milestones. But if missed report, separate. We can define "Milestone" includes all deadlines in Section 4. Then missed Milestone penalty. Fine.

Need "ion-exchange design, order, construction, startup, and 120-day operational milestone." Could phrase:
4.2 Milestones:
(a) By Day 10, place purchase order.
(b) By Day 30, complete and submit final design.
(c) By Day 60, begin construction.
(d) By Day 105, complete installation and pre-startup checks.
(e) By Day 115, begin startup.
(f) By Day 120, system fully operational and treat all production wastewater, with 24 consecutive hours of effluent meeting limits (or design capacity); submit startup report.
Could be too many. Need include "startup" specifically. Could set startup begin by day 115 and operational by day 120. Fine.

Interim controls until 120:
- Weekly sampling at outfall and representative points for copper and pH. For 12 months after Effective Date (or until 12 months after system operational? User says weekly sampling for twelve months). "for twelve months after Effective Date". 
- Submit weekly sample reports within 5 business days after sample date, or within 24? Need immediate notice separate. Could: report within 5 calendar days after sample collection; if exceedance, immediate notice within 1 business hour and written exceedance report within 24 hours. That satisfies.
- If sample exceedance: immediate notice; reduce production; preserve samples; notify; take corrective measures; compliance confirmed by two consecutive samples below limits? Need objective. Let's say "confirmed by a subsequent sample taken at least 24 hours after exceedance (or two consecutive weekly samples if exceedance first identified in a weekly sample) that meets all permit limits." But for immediate response, if a weekly sample exceeds, waiting two weeks too long. Could use spot sample after corrective action. We can require: "Selwick shall continue reduced production until a sample collected no earlier than 24 hours after implementation of corrective measures shows copper and pH at or below permit limits; if the source or corrective measure cannot be confirmed by a sample, two consecutive samples at least 24 hours apart." That's measurable. Maybe simpler: "until a confirmatory sample, collected at least 24 hours after the exceedance and after corrective measures, meets permit limits." Good.
- Reduced production: "reduce production of the affected wastewater-generating line(s) to 50% of the average daily production for that line over the preceding 30 days (or the baseline production reported at Effective Date if no 30-day average). If the affected line cannot be identified within 24 hours, reduce plant-wide production 20%. The reduction shall continue until compliance confirmed." Need ensure not unrelated. Reasonably related. Could be acceptable.

Monthly reporting: 
- Monthly compliance report by 10th business day: all weekly samples, exceedances and response, production reductions, construction/milestone status, verification, force majeure, payments. Signed by Responsible Officer.
- Annual? 12 months weekly then maybe quarterly? The user wants weekly sampling for twelve months, not necessarily reporting after? Could require monthly for 12 months, then quarterly for 3? But not necessary. Term sheet final should include reporting. Could include 12 months monthly, then quarterly for 24 months? But maybe overreach? The authorized final control operational 120 days; Selwick prepared weekly sampling for 12 months. We can require monthly reports for 12 months; after that quarterly for 24 months? Need not exceed? It says Selwick prepared to conduct weekly sampling for twelve months. So term sheet should not require more. Reporting maybe weekly reports? Need "Compliance reports and payments identify officer." Could include weekly sample reports and monthly narrative for 12 months. After 12 months, maybe no reporting? But decree often requires ongoing monitoring. But assignment: Selwick prepared weekly sampling for twelve months. So do that.

Third-party verification:
- On Day 60: independent environmental engineer verifies design, order, construction progress, interim controls? At days 60 and 120. Day 60 verify installation/design? Day 120 verify operational system and compliance. Use independent verifier selected by Selwick, qualified, not employee, no financial interest; retain reports. Submit to RPA within 5 business days. Need maybe if milestone missed, verification still? It says at days 60 and 120. Could require "on Day 60 and Day 120, or if delayed by force majeure within 5 days after delay".

Stipulated penalties: need include payment of stip penalties maybe 30 days after invoice? Need maybe no separate? Could say stipulated penalties assessed, payable within 30 days after demand, not discharge, not exclusive. Need include schedule. Also note no offset? maybe not.

Access and enforcement:
- RPA access during normal operations, records, personnel, sampling, with or without warrant? Consent decree can require consent to entry. "Selwick shall permit RPA and its agents to enter, inspect, sample, and copy records." 
- Preserve rights: stipulated penalties do not limit RPA's enforcement authority; unknown violations, future noncompliance not released; court retains jurisdiction. 
- Records retention: 5 years? Need not but good. 
- Non-waiver.

Public comment and court approval:
- Term sheet is proposed, subject to public comment and court approval. Not binding until decree entered. RPA may modify based on comment? The parties will cooperate. Need maybe "If court does not approve, parties may reopen negotiations." 
- Include no admission? public? 

Need style: final term sheet. Should be in numbered sections. Include "Agreed Term Sheet – Proposed Consent Decree". Parties: Selwick Plating and River Protection Authority. Could use "River Protection Authority (RPA)".

Need ensure no excluded items. Avoid mentioning $900k, pipe replacement, perpetual daily sampling, $50k penalty. Could explicitly state "This Term Sheet does not require plant-wide pipe replacement or perpetual daily sampling"? The instruction says do not include those. Better not mention? Could include as "no unrelated plant modernization"? But not necessary. Maybe to be safe, not mention. But could say "No term requires unrelated plant modernization." But that references. I'd avoid.

Need maybe include "Governing Law" assumptions? The term sheet can incorporate. We can include recitals with violation data.

Need ensure calculation accurate. Let's recalc: 14*18,000=252,000; 2*6,000=12,000; 4*20,000=80,000; total 344,000; 15%=51,600; remaining 292,400; +180,000=472,400. Good.

Need potential nuance: "Settlement may reduce gravity for cooperation and prompt correction, but it may not waive economic benefit without a written inability-to-pay finding." We have cooperation reduction from gravity. Could mention "no inability-to-pay finding; economic benefit included in full." Good.

Need "civil penalty calculations begin with supplied gravity schedule and add economic benefit." Done.

Need "On a day with both, gravity capped at $20,000. Each calendar day is counted once under cap." Our table uses both days at cap, not double count. Good.

Need "The required final control is ion-exchange polishing system operational within 120 days." Done.

Need "Interim terms may require weekly sampling, immediate notice of exceedances, and reduced production during an exceedance until compliance is confirmed." Done.

Need "stipulated penalties must be graduated and reasonably related..." Done authorized schedule.

Need "force majeure ... only if notice within five days, mitigates, proves causation. Increased cost, contractor scheduling reasonably could have been planned, ordinary equipment failure not force majeure." Done.

Need "decree may state Selwick does not admit disputed legal conclusions while admitting jurisdiction and monitoring data. Authority may release civil claims for disclosed violations through effective date, but not unknown or future." Done.

Need "decree requires public comment and court approval. Compliance reports and payments must identify responsible officer." Done.

Need maybe include "Responsible Officer" defined. For payments and reports. Could require: "Each payment shall be accompanied by a certification signed by the Environmental Manager or other Responsible Officer. Each report shall be signed and dated by the Responsible Officer." Good.

Need final form term sheet. Could include "Terms are subject to court approval." Maybe "This Term Sheet is intended to be incorporated into a Consent Decree."

Potential legal drafting details:
- Define "Effective Date": date court enters final decree or decree becomes effective.
- Define "violation day": calendar day during period or after effective date. 
- Define "Exceedance": any measured value above permit limits for copper or pH. Need use "Copper Exceedance" and "pH Exceedance". For new exceedance penalty, if both exceed on same day? The authorized schedule says "new copper or pH exceedance, $8,000 per day" maybe each day? Need count each calendar day once? The gravity cap doesn't apply to stip penalty? It says new copper or pH exceedance, $8,000 per day, increasing to $16,000 per day after three exceedance days. On a day with both, is it one exceedance day or two? "per day" likely count once per day. Need specify "each calendar day on which a new copper or pH exceedance occurs (a day with both counts once)". That aligns cap. Could include.

- For missed report: what reports? weekly sample reports, monthly compliance reports, force majeure notice? Could define "Required Report" includes weekly sample report, monthly compliance report, verification report, force majeure notice? But penalty schedule for missed report. If force majeure notice late maybe? Could apply. Need include. 
- For "days 1 through 10 and thereafter": define starting day after due date. "Day 1 is the first calendar day after the report was due." Good.
- For construction milestone: "Day 1 is first calendar day after milestone due." 
- For exceedance: "each exceedance day; if both parameters exceed on same day, one day." 

Need maybe include "Stipulated penalties are in addition to injunctive obligations and do not limit enforcement; payment does not constitute admission." Good.

Need payment timing: civil penalty $472,400 within 30 days after Effective Date. Could include no interest? Maybe if late, enforcement. Could specify wire. 

Potential issue: final penalty maybe if court approves? Use "Final Civil Penalty" not demand. Good.

Need maybe include "Economic benefit $180,000" verified. Good.

Need maybe include "cooperation reduction: self-report, preserved sampling, hired engineer, stopped line". Could mention in recitals.

Need maybe include "prompt correction" reduction? The authority approved 15% cooperation. Use that.

Could structure:
1. Parties and Purpose
2. Recitals/Admissions
3. Definitions
4. Civil Penalty Calculation and Payment
5. Corrective Action: Ion-Exchange Polishing System
6. Interim Controls, Sampling, Exceedance Response, Production Controls, Reporting
7. Third-Party Verification
8. Stipulated Penalties
9. Force Majeure
10. Access, Records, Preservation of Enforcement Rights
11. Nonadmission and Civil Release
12. Public Comment, Court Approval, Miscellaneous

Need "final form" maybe no placeholders? Could use [date]? Since fictional, can use "Effective Date". Need maybe no blanks? Could define. Use "Day 1" after Effective Date. Could be final.

Need be careful with "admitting jurisdiction and monitoring data". In admissions: "Selwick admits the River Protection Authority’s jurisdiction and the accuracy of the monitoring data for the Disclosed Violations." But if data established violations, is that admission? It's okay. "does not admit any disputed legal conclusion, including the legal characterization of its conduct, except to the extent required by the admissions in this Section." But if it admits jurisdiction and data, maybe not admitting violation? It says violations established, but nonadmission of disputed legal conclusions. We can say "Selwick does not admit or deny any disputed legal conclusion regarding liability; it admits jurisdiction and the monitoring data underlying the Disclosed Violations." Good.

Civil release:
"Subject to Selwick’s full and timely performance, including payment, RPA releases and discharges from civil claims for civil penalties and injunctive relief arising solely from the Disclosed Violations occurring on or before the Effective Date. The release does not extend to: (a) unknown violations not disclosed; (b) future noncompliance after Effective Date; (c) criminal, administrative? civil? maybe not; (d) third-party or private claims; (e) obligations to comply with law. If Selwick materially breaches, RPA may enforce for noncompliance." Need maybe "through the effective date" means pre-effective. Use "Disclosed Violations" defined as the 18 copper, 6 pH, 4 both? Need define: "the violation days identified in Section 2 during the six-month period." 

Need "unknown violations" perhaps if discovered later? Release not unknown. Good.

Public comment and court approval:
"This Term Sheet is a proposal and is not binding unless and until incorporated in a decree approved by the court and made effective after public comment. RPA will submit decree with term sheet; public comment at least 30 days; court may modify. If not approved, parties may renegotiate." Good.

Need maybe include "no third-party beneficiary"? Not necessary.

Need maybe include "court retains jurisdiction".

Need maybe include "Severability"? Not necessary but could.

Need avoid overcomplicated but thorough. Desired oververbosity 9, so detailed.

Let's think if any calculations need rounding? All whole dollars.

Need maybe include "gravity schedule" maybe "per violation day". For both days, capped at $20,000, not copper 18 + pH 6 = 24. Good.

Need maybe mention "14 days involved copper only, 2 pH only, 4 both". Good.

Need maybe include "total violation days = 20?" 14+2+4=20. 18 copper days (14+4), 6 pH (2+4). Good. Could include table.

Need maybe include "cooperation reduction applied only to gravity". Good.

Need "final civil penalty" exactly $472,400. Could include "U.S. dollars".

Payment timing: "within thirty (30) calendar days after the Effective Date". Could include "by wire transfer to account designated by RPA". "If payment not received, RPA may enforce." Good.

Responsible Officer: For payments, "check or wire accompanied by a memo identifying the payment as the civil penalty under the Decree and signed/certified by Responsible Officer." Maybe wire doesn't have signature? Could require transmittal letter. Define Responsible Officer: "the Environmental Manager, or another officer designated in writing to RPA." Reports: "signed by Responsible Officer." Good.

Ion-exchange details:
Need be "specific, objectively measurable". Include performance: "operational within 120 days" means "capable of treating the full production wastewater stream at design flow and maintaining effluent copper and pH at or below permit limits for 24 consecutive hours." Need specify "operational" not just installed. 
Design: "ion-exchange polishing system including resin contactors, regeneration/waste stream handling, pH control, and monitoring instrumentation." 
Capacity: "sufficient to treat the facility's production wastewater at the maximum anticipated flow and permit limits." 
Maybe require "no discharge of unpolished wastewater to outfall except during permitted startup?" But not necessary.
Milestone table:
Milestone, Due Date, Requirement.
1. Order: Day 10: place order and confirm purchase order.
2. Design: Day 30: final design package submitted.
3. Construction Start: Day 60: physical construction begins (site prep, foundation, equipment delivery/installation).
4. Installation Complete: Day 105: installation, plumbing, electrical, and instrumentation complete; pre-startup review done.
5. Startup: Day 115: begin startup/commissioning.
6. Operational: Day 120: system operational; 24-hour performance demonstration; startup report.
Could be too tight? But parties agree 120 if ordered within 10. Design by 30, start by 60, install by 105, startup by 115, operational 120 plausible. But maybe installation complete 105 leaves 15 days startup. Good.
Need missed construction milestone penalty for each. If design not submitted by 30, penalty? "Milestone" includes design. If order missed? yes. But order isn't construction? Could be "project milestone". Use "Milestone" for all. But authorized schedule specifically "missed construction milestone". We can define "Construction Milestone" to include order, design, construction, startup? Could be a stretch but okay. Or use "Project Milestone" but penalty schedule says construction. Maybe say "Each missed milestone in Section 5.2 is a missed construction milestone for purposes of Section 8." Good.

Need maybe if milestone met after due date but before notice? penalty stops when met. "Penalty accrues until milestone is completed." Good.

Interim sampling details:
- "From Effective Date through Day 365, Selwick shall collect samples weekly (at least once every seven calendar days) from the process wastewater stream and final outfall before treatment, and after treatment where feasible." Maybe too much. The rule says weekly sampling. Need "for copper and pH." Use "at the point of discharge and at any intermediate point likely to affect compliance." 
- Analytical methods: standard EPA methods? Could require "state-approved or EPA-approved methods, chain of custody." Objective. 
- Retention: "retain 30-day samples or data for 5 years." 
- Report: "Weekly Sample Report due within 5 calendar days after each sample, including date/time, location, matrix, results, lab, QA, exceedances." 
- Exceedance immediate notice: "within one (1) business hour of becoming aware; written notice within 24 hours." Business hour? Could be "within one hour" but if 3am? Better "within one (1) hour during business hours and within the next business hour after business hours"? Simpler: "within one (1) hour of discovery" maybe okay. But objective. Could say "within one (1) business hour (or by 9:00 a.m. next business day if discovered after business hours?)" But immediate notice should be prompt. Maybe "within two (2) hours" to be safe? The rule says immediate. We can define "immediate" as "as soon as practicable and no later than one (1) business hour after discovery." Good.
- Production controls: upon exceedance, "immediately reduce production of the affected line(s) to no more than fifty percent (50%) of the average daily production for the preceding thirty (30) days (baseline). If unable to identify within 24 hours, reduce plant-wide production twenty percent (20%). Continue until confirmatory sample meets limits." Could also require "document production baseline monthly." 
- "Compliance confirmed" by "a confirmatory sample collected at least 24 hours after the exceedance and after corrective actions that shows copper and pH at or below applicable limits." If exceedance first found in lab report, can't collect 24h after exceedance? Could say "at least 24 hours after implementation of corrective measures." Better: "after corrective measures are implemented, a sample collected no earlier than 24 hours after implementation." That is objective.
- If no corrective measure? "If Selwick cannot demonstrate compliance by confirmatory sample within 48 hours, it shall cease the affected line(s) until compliance is confirmed." Is that too much? Rule only reduced production. But could add cease if unable? Might be beyond? It says reduced production during exceedance until compliance confirmed. Cease is stricter. Maybe avoid. Use reduce.
- "During the 120-day interim period, weekly sampling shall continue; after 120 days, weekly sampling continues for 12 months." Actually all 12 months. 
- "If exceedance occurs after 120 days, same response." Good.

Reporting:
- Weekly sample reports as above.
- Monthly Compliance Report by 10th business day: summary of production, baseline, exceedances, reductions, construction milestones, force majeure, verification, financial? 
- Exceedance report within 24h: source, cause, corrective actions, production reductions, compliance confirmation.
- Force majeure notice within 5 days. 
- Verification reports.
- All reports signed by Responsible Officer.

Third-party verification:
- "On Day 60, independent verifier shall inspect and verify design, order, installation progress, interim controls, and compliance with Section 5/6. On Day 120, verify system operational, 24-hour performance, records, weekly sampling." 
- "Verifier selected by Selwick, qualified, not employee/agent, no financial interest. Reports within 5 calendar days after verification. RPA may request supplement." 
- If force majeure delays Day 60/120? Verification within 5 days after actual milestone? Could include "if a force-majeure event delays the underlying milestone, verification occurs within five calendar days after the delay." Good.

Stipulated penalties:
- Define "Stipulated Penalty". 
- Missed Required Report: $1,000/day for first 10 days late, $3,000/day thereafter. Day 1 first calendar day after due. Accrues until report submitted. If report partially late? maybe each missing report. 
- Missed Construction Milestone: $4,000/day first 15, $10,000 thereafter. Accrues until milestone met. 
- New Exceedance: each calendar day after Effective Date with copper or pH exceedance (both count once) = $8,000; if that day is the fourth or later exceedance day in any rolling 60-day period, $16,000. Need specify rolling period: "any period of sixty (60) consecutive calendar days." Could be: "if the exceedance day occurs after three prior exceedance days within the preceding 60 calendar days, the penalty for that day is $16,000." This is simpler: for each exceedance day, look back 60 days; if there have been at least 3 exceedance days in that look-back period, penalty $16k. But rule says "after three exceedance days in any rolling 60-day period." The look-back method: day 4 in 60 days triggers. Day 5 also has 4 prior, so 16k. Good. If exceedance days spaced out, reset. Need define "prior" not including current. Example: If 3 exceedance days in last 60, the next one is 16k. Good.
- Payment of stipulated penalties: "within 30 days after written demand; not an admission; does not limit other remedies." 
- "No offset against civil penalty?" Could include.

Force majeure:
- Event beyond reasonable control (acts of God, war, terrorism, governmental action, pandemic, utility failure not caused by Selwick? But ordinary equipment failure excluded). Need not list? Could list but careful: "excluding increased cost, contractor scheduling that could reasonably have been planned, and ordinary equipment failure." 
- Notice within five calendar days of event or when reasonably should have known; written; describe event, affected obligation, expected delay, mitigation. 
- Mitigate diligently; proof of causation. 
- Penalty tolled only for proven delay; no relief from payment? Maybe if event prevents construction, penalty for milestone tolled; but civil penalty payment due? If event prevents payment? Could say not relieve monetary obligations unless event directly prevents payment and notice given. But maybe not needed. 
- If event continues, updated notice every 30 days? Could add. 
- "Failure to give timely notice forfeits force majeure." 
- "Ordinary equipment failure, increased cost, contractor scheduling reasonably planned not force majeure." Good.

Access and enforcement:
- Access: "Selwick shall permit RPA, court-appointed monitor? agents to enter, inspect, sample, interview, review records at all reasonable times." 
- Records: "maintain records of sampling, production, construction, reports, payments, force majeure for five years; preserve samples as required." 
- Enforcement: "This Decree does not limit RPA authority to seek enforcement for unknown violations, future noncompliance, or breach of decree. Stipulated penalties not exclusive. Court retains jurisdiction." 
- "Selwick shall not discharge in violation of permit or decree." 

Nonadmission and release:
- "This Decree is a negotiated settlement, not adjudication." 
- "Selwick admits RPA jurisdiction and the monitoring data for Disclosed Violations. Selwick does not admit any disputed legal conclusion, including negligence, recklessness, or violation of law except as expressly admitted." Hmm if monitoring data plus jurisdiction maybe enough. Need "while admitting jurisdiction and monitoring data". Could phrase: "Selwick admits the River Protection Authority's jurisdiction over the facility and the accuracy and relevance of the monitoring data identifying the Disclosed Violations. Except for those admissions, Selwick does not admit any disputed legal conclusion, and the Decree is not an admission of liability." Good.
- Release: as above.
- "The release is conditioned on full performance and payment; if Selwick materially fails, release is voidable/limited?" Could say "does not bar RPA from enforcing for noncompliance." 
- "Unknown violations" defined as violations not identified in Section 2/Recitals. 
- "No release for future." 

Public comment/court approval:
- "This Term Sheet is subject to public comment and court approval. It does not bind parties except to negotiate in good faith until effective." 
- "RPA will file proposed decree and term sheet; public comment at least 30 days; court may hold hearing; modifications. Decree becomes effective when court enters." 
- "If court rejects, parties may return to negotiations." 

Need maybe include "No third-party obligations"? not needed.

Potential issue: "final form" means not a term sheet with placeholders? It can have definitions and final numbers. Good.

Let's consider if final civil penalty should include late payment interest? Not in rules. Avoid.

Need maybe mention "economic benefit from delayed compliance" as $180,000. Good.

Potential nuance: "Settlement may reduce gravity for cooperation and prompt correction, but it may not waive economic benefit without written inability-to-pay finding." We don't waive. Good.

Potential nuance: "The Authority has established violations, and parties want consent-decree term sheet covering money, corrective work, reporting, and stipulated penalties." Good.

Potential nuance: "Do not include Authority's unrelated plant-wide pipe replacement, perpetual daily sampling, unsupported $900,000 demand, or $50,000 missed-report penalty." We won't. Could include "This term sheet limits sampling to weekly for twelve months." That's okay.

Need maybe include "authorized stipulated-penalty schedule" exactly. Good.

Need maybe include "The decree requires public comment and court approval." Good.

Need maybe include "responsible officer" for payments/reports. Good.

Let's draft final. Use markdown. Include table. Ensure all sections.

Need maybe state "The following is the final form of the agreed term sheet." Good.

Let's produce. But before final, let's ensure no hidden issue with "final form" maybe they expect a term sheet not a full decree. We can call it "Consent Decree Term Sheet (Final Form)". Use "shall".

Let's think about penalty calculation presentation:
Table:
Type of violation day | Days | Gravity amount per day | Total
Copper only | 14 | $18,000 | $252,000
pH only | 2 | $6,000 | $12,000
Both (capped) | 4 | $20,000 | $80,000
Total | 20 | | $344,000
Cooperation reduction (15% of gravity) | | | ($51,600)
Reduced gravity | | | $292,400
Verified economic benefit | | | $180,000
Final civil penalty | | | $472,400

Need maybe "Total violation days 20" (14+2+4). Good.

Potential issue: "18 days with copper exceedances, 6 days with pH exceedances, 4 days both" total unique days 20. Good.

Could include "The 15% reduction is applied only to gravity; economic benefit is not reduced." Good.

Need maybe include "Selwick's economic benefit from delayed treatment upgrades". Good.

Now, let's think if the "cooperation reduction" could be 15% of total gravity before or after cap? We use after cap. Good.

Need maybe "prompt correction" in recitals: stopped line, preserved samples, hired engineer. Not necessary but can include.

Need maybe include "the parties agree ion-exchange cost approximately $640,000". Could include as recital or term? Not required to include cost? The assignment includes ion-exchange design, order, construction, startup, milestone. Could mention "estimated cost approximately $640,000" as agreed fact but not a decree term. It may be relevant to feasibility. Could include in recitals: "The parties agree the system is technologically feasible and has an estimated cost of approximately $640,000 and can be operational within 120 days if ordered within 10 days." Good.

Need maybe include "no unrelated plant modernization" maybe in Section 5: "The ion-exchange polishing system is the required final control. No other plant-wide modernization is required." This references but not the excluded item? It could be okay. But instruction says do not include Authority's unrelated plant-wide pipe replacement. Saying no other plant-wide modernization may be okay, but to be safe avoid explicit. Maybe "The required final control is the ion-exchange polishing system." That suffices.

Need maybe include "interim controls may require reduced production during an exceedance until compliance is confirmed." We do.

Need maybe include "independent verification" at days 60 and 120. Good.

Need maybe include "force majeure notice within 5 days" but we also have immediate notice of exceedance within 1 business hour. Good.

Need maybe include "preserve access and enforcement rights". Good.

Need maybe include "civil release for disclosed pre-effective-date violations". Good.

Need maybe include "properly limited nonadmission". Good.

Let's consider if "monitoring data" admission conflicts with "does not admit disputed legal conclusions". It's okay.

Potential issue: Release of civil claims "through effective date" could include penalties for disclosed violations. But if Selwick pays penalty, release. Need condition full payment and compliance. Good.

Need maybe include "not unknown violations or future noncompliance". Good.

Need maybe include "court approval". Good.

Potential issue: "Compliance reports and payments must identify a responsible officer." In payment section, maybe "Each payment shall be accompanied by a remittance memorandum signed by the Responsible Officer." In reports, "signed by Responsible Officer." Good.

Need maybe define "Responsible Officer" early. Use "Responsible Officer means Selwick's Environmental Manager or another officer with authority designated in writing." Good.

Need maybe define "Disclosed Violations". Use "the violation days and exceedances described in Section 2." Good.

Need maybe define "Effective Date". Good.

Need maybe define "Exceedance Day". Good.

Need maybe define "Required Report". Good.

Let's draft in final with headings.

Detailed drafting:

"SELWICK PLATING / RIVER PROTECTION AUTHORITY
CONSENT DECREE TERM SHEET (FINAL FORM)

1. Parties; Purpose
This Term Sheet sets out the terms... subject to public comment and court approval. It will be incorporated into a consent decree.

2. Recitals; Admissions
A. During six-month period... 18 copper, 6 pH, 4 both. Authority accepts.
B. Selwick self-reported, stopped highest-risk line for 12 days, preserved samples, hired engineer.
C. Parties agree ion-exchange system cost approx $640k, operational within 120 days if ordered within 10 days.
D. Selwick admits RPA jurisdiction and monitoring data. No admission disputed legal conclusions.

3. Definitions
Effective Date, Disclosed Violations, Exceedance, Exceedance Day, Required Report, Construction Milestone, Responsible Officer, Rolling 60-Day Period.

4. Civil Penalty
4.1 Calculation table.
4.2 Payment. $472,400 within 30 calendar days after Effective Date by wire. Payment accompanied by remittance memo signed by Responsible Officer. Not an admission.

5. Ion-Exchange Final Control
5.1 Required system: ion-exchange polishing system, technologically feasible, treat production wastewater, copper/pH to permit limits.
5.2 Milestones table.
5.3 Operational standard: Day 120 operational = 24 consecutive hours treating full flow at design conditions, effluent meets limits, records.
5.4 If milestone met? report.

6. Interim Controls, Sampling, Exceedance Response, Production, Reporting
6.1 Weekly sampling: from Effective Date for 12 months; at least once every 7 days; outfall and process stream; copper/pH; approved methods; chain of custody; retain.
6.2 Weekly Sample Report: within 5 calendar days after sample; signed.
6.3 Immediate notice: within 1 business hour of discovering exceedance; written exceedance report within 24 hours.
6.4 Production reduction: immediately reduce affected line to 50% of 30-day avg; if unknown, plant-wide 20%; continue until compliance confirmed by confirmatory sample at least 24 hours after corrective measures; document.
6.5 Monthly Compliance Report: by 10th business day; signed; contents.
6.6 Records retention 5 years.

7. Third-Party Verification
7.1 On Day 60 and Day 120, independent verifier. Qualifications. Day 60 report verify design/order/construction progress/interim controls; Day 120 verify operational standard and records. Reports within 5 calendar days. If delayed by force majeure, within 5 days after delay.

8. Stipulated Penalties
8.1 Missed Required Report: $1k/day days 1-10; $3k thereafter. Day 1 first calendar day after due. Accrues until submitted.
8.2 Missed Construction Milestone: $4k/day days 1-15; $10k thereafter. Accrues until milestone met.
8.3 New Exceedance: each Exceedance Day after Effective Date, $8k; if the Exceedance Day occurs after three prior Exceedance Days in the preceding 60 calendar days, $16k. Day with both counts once.
8.4 Payment of stipulated penalties within 30 days after demand; not exclusive; no limitation.

9. Force Majeure
9.1 Definition. 9.2 Conditions: notice within 5 days, mitigation, proof causation. 9.3 Exclusions. 9.4 Effect: tolls only proven delay; no monetary relief except directly prevented? Need phrase: "Force majeure does not excuse monetary obligations unless the event directly and solely prevents payment and notice is given; it never excuses sampling, notice, or reporting required by the event? Hmm. Better: It may excuse delay in a Construction Milestone or Required Report only to extent proven. It does not excuse exceedance response or production controls. It does not excuse the civil penalty payment? Could include: "It does not excuse the Civil Penalty payment unless the event directly prevents payment and Selwick gives notice; in that case payment due when event ends." But not necessary. To be safe: "Force majeure does not excuse monetary obligations except that if payment is directly and solely prevented, it is excused only until the event ends, subject to notice." But maybe overcomplicate. Rule says may excuse delay caused by event beyond reasonable control only if... It doesn't specify delay of what. We can say "may excuse delay in performing a milestone or report" only. Not penalty. Good.
"Failure to give notice within five days forfeits." 
"Increased cost, contractor scheduling that could reasonably have been planned, ordinary equipment failure not force majeure."

10. Access, Records, Enforcement
10.1 Access. 10.2 Records. 10.3 Preservation of rights. Unknown, future, breach. Court jurisdiction.

11. Nonadmission and Civil Release
11.1 Nonadmission. 11.2 Release. Conditions. Exclusions.

12. Public Comment; Court Approval; Miscellaneous
12.1 Subject to public comment/court approval. 12.2 Good faith. 12.3 Severability? maybe.

"Agreed as to form" maybe.

Need ensure "Responsible Officer" appears in payment and reports. Good.

Let's think about potential issue with "weekly sampling for twelve months" and "third-party verifier at days 60 and 120". If Day 120 verification occurs when system operational, but weekly sampling for 12 months continues. Good.

Potential issue with "missed construction milestone" penalty: if design milestone missed, is it construction? We define. Good.

Potential issue with "immediate notice of exceedances" if sample result is not known immediately. Use "discovering" as when lab result received or internal data indicates. Good. Could define "discovery" as when a reasonably diligent responsible officer should have known. But not needed. Could include "within one business hour after Selwick receives a laboratory result or other objective data indicating an Exceedance." Good.

Potential issue with "reduced production" if exceedance detected in weekly report 5 days after sample. Production already happened. But response from detection. That's okay.

Potential issue with "compliance confirmed" using sample at least 24 hours after corrective measures. If exceedance due to intermittent discharge, sample might be below. Need maybe "and no other exceedance has been detected." Fine.

Need maybe include "immediate notice of exceedance" to RPA and maybe responsible officer. Good.

Potential issue with "authorized stipulated-penalty schedule" for missed report: days 1-10 and thereafter. If report missed >10 days, day 11 $3k. Good.

Potential issue with "new copper or pH exceedance, $8,000 per day, increasing to $16,000 per day after three exceedance days in any rolling 60-day period." Our lookback method: if current day after three prior in preceding 60. Suppose exceedance days on day 1, 30, 59. On day 60, preceding 60 days includes days 1-59? day 1 may be 59 days prior, yes; three prior, so day 60 16k. On day 61, preceding 60 includes days 2-61? day 1 excluded; has 30,59,60 = three prior, 16k. Good. If day 61 is 16k, then subsequent. This matches any rolling 60-day period after three exceedance days. Good.

Potential issue: If both copper and pH exceed same day, count once. Good.

Need maybe include "stipulated penalties for exceedances are not subject to force majeure?" Force majeure may excuse delay in construction, not exceedance. Good.

Potential issue: "court approval conditions" could include "the Decree may be modified by court." Good.

Need maybe include "public comment" period length? Rule says requires public comment but no length. We can specify 30 days. Is that adding? Reasonable. Could say "at least 30 days". Good.

Need maybe include "no obligation to pay until effective." Good.

Need maybe include "If court modifies penalty, calculation adjusted?" Not necessary.

Potential issue: "The decree may state Selwick does not admit disputed legal conclusions while admitting jurisdiction and monitoring data." Our nonadmission says admits accuracy and relevance of monitoring data. Good.

Need maybe include "civil release for disclosed pre-effective-date violations" but "through effective date" could include violations up to effective date. We use "on or before Effective Date". Good.

Need maybe include "not unknown violations or future noncompliance". Good.

Need maybe include "release conditioned on full and timely compliance with Decree". Good.

Potential issue: "The Authority may release civil claims" maybe not "RPA" but Authority. Use RPA.

Need maybe include "civil claims" not "criminal". Good.

Need maybe include "no admission by Authority?" Not necessary.

Let's think if there are any hidden constraints: "You represent Selwick Plating" so term sheet should be favorable to Selwick but within authorized schedule. We can include limited release, standard force majeure. Avoid overreach. The final penalty is lower than $900k. Good.

Could include "The civil penalty is the final amount and not subject to inflation or late fees." Maybe favorable. But if not in rules, can include? It's a term sheet. Could say "The Final Civil Penalty is $472,400, payable as stated; no interest or late fee is assessed except as required by law or court order." Maybe not needed. Could be okay. But avoid adding unsupported terms? The assignment asks payment timing, not interest. Keep simple.

Could include "If Selwick pays early, no discount." Not needed.

Could include "No offset by economic benefit? already.

Potential issue: "economic benefit from delayed compliance" is added after gravity reduction. Good.

Need maybe include "cooperation reduction 15% from gravity, not economic benefit". We explicitly state.

Potential issue: "prompt correction" maybe reduction includes prompt correction. The approved reduction is 15% for cooperation because self-reported and preserved sampling data. It may also include prompt correction. We can state "the parties agree the 15 percent cooperation reduction reflects self-reporting, preservation of sampling data, cessation of highest-risk line, and engagement of an engineer." Good.

Potential issue: "The Authority has established violations" but nonadmission? Could say "The Authority has established the exceedances described." The term sheet can recite. Good.

Need maybe include "jurisdiction" of court? "Selwick admits RPA jurisdiction and the court's jurisdiction." Rule says admit jurisdiction. Could include court jurisdiction? Maybe "admits the River Protection Authority's jurisdiction and the court's jurisdiction." Good.

Need maybe include "monitoring data" not "violation data"? Use "monitoring data underlying the Disclosed Violations." Good.

Potential issue: "Civil release for disclosed violations through the effective date" but if Selwick admits monitoring data, release maybe not for unknown. Good.

Let's consider if final term sheet should be "final form" meaning not subject to further negotiation? But public comment/court approval. We can say "The parties agree this Term Sheet is the final negotiated form, subject to public comment and court approval." Good.

Need maybe include "No other obligations". Could say "Except as provided, no other monetary, corrective, monitoring, or penalty obligations are imposed." That can help limit. But might be too broad. Could include in Miscellaneous: "This Term Sheet states the entire agreement of the parties for purposes of the proposed decree, subject to court approval." Good.

Need maybe include "Severability" not needed.

Let's draft final in polished legal style.

Potential challenge: The user asks "Draft a consent-decree term sheet in final form that includes: ..." It doesn't ask for analysis. So final should just be term sheet. We can include a short intro? Probably just document.

Let's ensure no mention of excluded items. We might say "The monitoring term is limited to weekly sampling for twelve months." That's fine. It doesn't mention perpetual. We might say "The corrective action is limited to the ion-exchange polishing system." That's fine but could be seen as excluding unrelated. It's okay. But to be safe, don't say "pipe".

Let's think about "responsible officer" for payments: If wire transfer, remittance memo signed. Good.

Need maybe include "responsible officer" in third-party verifier? Not necessary.

Need maybe include "Authority" vs "RPA" consistent.

Let's write with sections.

Detailed terms:

3. Definitions:
- "Effective Date" means the date the decree is entered and becomes effective.
- "Disclosed Violations" means the exceedances occurring during the six-month period identified in Section 2: 14 copper-only days, 2 pH-only days, and 4 days with both copper and pH exceedances.
- "Exceedance" means a measured concentration or value for copper or pH above the applicable permit limit.
- "Exceedance Day" means a calendar day on which at least one Exceedance occurs; a day on which both copper and pH exceed is one Exceedance Day.
- "Required Report" means a Weekly Sample Report, Exceedance Report, Monthly Compliance Report, Verification Report, or force-majeure notice required by this Decree.
- "Construction Milestone" means each milestone in Section 5.2.
- "Responsible Officer" means Selwick's Environmental Manager or another officer with authority to bind Selwick, designated in writing.
- "Rolling 60-Day Period" means any consecutive 60 calendar days.

Section 5 milestones table:
Milestone | Due Date | Requirement
Order | Day 10 | place noncancelable purchase order for ion-exchange polishing system and confirm order.
Design | Day 30 | complete final design; submit to RPA for record.
Construction Start | Day 60 | begin physical installation.
Installation Complete | Day 105 | complete installation, instrumentation, pre-startup.
Startup | Day 115 | begin commissioning/startup.
Operational | Day 120 | system fully operational; 24-hour performance demonstration; submit startup report.
Need "design, order, construction, startup" included. Yes.

Could "noncancelable" be too strong? It's okay. Could say "place order". Fine.

Section 5.3 Operational standard: "capable of treating 100% of production wastewater at design flow and maintaining copper and pH below limits for 24 consecutive hours." Need maybe if no discharge? "or as otherwise directed by RPA." Good.

Section 6.1 weekly sampling: "at least once every seven calendar days for 12 months from Effective Date". Maybe "no later than 7 days after previous sample". Good.

Section 6.2 Weekly Sample Report due within 5 calendar days after sample. But if exceedance, immediate notice within 1 business hour. Good.

Section 6.4 production reduction: need baseline. "average daily production for the preceding 30 calendar days immediately before the Effective Date; if no reliable baseline, the baseline reported by Selwick in the initial Monthly Compliance Report." But if exceedance after many days, preceding 30 days baseline? Could be "preceding 30 days before exceedance". Good. "If the affected line cannot be identified within 24 hours after discovery, reduce plant-wide production by 20%." Good. "The reduction shall not be less than 50%? Actually to no more than 50%." Good.

Compliance confirmed: "a confirmatory sample, collected at least 24 hours after implementation of corrective measures, shows copper and pH at or below applicable permit limits, and no new exceedance has been detected." Good.

Section 6.5 Monthly Compliance Report: due by 10th business day after each calendar month, for 12 months. Contents: production baseline and actuals, weekly sample summaries, exceedances and responses, construction milestones, force majeure, verification, certification by Responsible Officer. Good.

Section 7: Third-party verification. "Independent Verifier" selected by Selwick. "Not an employee, officer, or agent; no financial interest; qualified in wastewater treatment." Day 60 report: verify order, design, construction progress, interim controls, sampling. Day 120: verify operational standard, records, weekly sampling. Submit within 5 calendar days after verification. If delayed by force majeure, within 5 calendar days after delay. RPA may request reasonable clarifications. Good.

Section 8: Stipulated penalties. Need maybe "Stipulated penalties are civil and do not limit other remedies." 
8.3 New Exceedance: "For each Exceedance Day after the Effective Date, $8,000. If, on the Exceedance Day, Selwick has had three prior Exceedance Days within the immediately preceding 60 calendar days, the penalty for that Exceedance Day is $16,000." This matches. But if "after three exceedance days in any rolling 60-day period" could mean once three days occurred, all subsequent in that rolling period 16k. Our rule: if current day has three prior in preceding 60, 16k. Suppose days 1,2,3 are exceedances. Day 4: preceding 60 includes 1,2,3 => 16k. Day 5: preceding 60 includes 1,2,3,4 => 16k. Good. If day 4 is 16k, day 5 has 4 prior, yes. If day 61: preceding 60 includes days 2-61? prior include 2,3,4,5,60 maybe. Good. If three exceedances at days 1, 20, 40. Day 41: preceding 60 includes 1,20,40 => 16k. Day 60: preceding 60 includes 1? if 60-day period from day 1 to 60 inclusive? "immediately preceding 60 calendar days" before day 60 includes days 1-59, includes 1,20,40. Yes 16k. Day 61: immediately preceding 60 days includes days 2-60, excludes day 1, includes 20,40,41 maybe and 60? Actually if day 61, preceding 60 days = days 2-60, includes 20,40,41,60 if exceedance. Good. Works.
Maybe "immediately preceding 60 calendar days" could exclude day 1 on day 61? Yes. Good.

Need maybe if both copper and pH exceed on same day, one Exceedance Day. Good.

Section 9 Force Majeure:
"Force majeure event" means unforeseeable event beyond reasonable control, not attributable to Selwick, preventing performance. Examples: natural disaster, war, terrorism, epidemic, government action, prolonged utility outage not caused by Selwick. Exclusions: increased cost, contractor scheduling that could reasonably have been planned, ordinary equipment failure. 
Conditions: (a) notice within 5 calendar days after event or when reasonably should have known, (b) diligent mitigation, (c) proof causation. 
Effect: may excuse delay in Construction Milestone or Required Report only for proven period; does not excuse exceedance response, production controls, or civil penalty payment except if event directly prevents payment? Maybe say "does not excuse monetary obligations." But if force majeure prevents construction milestone, stip penalty for milestone may be tolled. If event prevents payment? unlikely. We can say "It does not excuse the Civil Penalty or Stipulated Penalty payment except to the extent payment is directly and solely prevented by the event, in which case payment is due promptly after the event ends." But that might be too broad. Rule says may excuse delay caused by event. Payment delay is delay. But to protect Selwick, include limited. However, if we say no monetary obligations, maybe too strict? Standard force majeure often excludes payment. But rule doesn't exclude. It says may excuse delay caused by event beyond reasonable control only if notice... Could include delay in performance generally. But for penalties, if construction delayed, penalty tolled. For payment, if bank? not likely. I'd say "Force majeure may excuse delay in performing an affected obligation, including a Construction Milestone or Required Report, but does not excuse compliance with interim controls, exceedance response, or the obligation to pay the Civil Penalty or Stipulated Penalties, except where payment is directly and solely prevented by the event; in that case payment is due within 5 days after the event ends." Is that adding? Could be okay. But maybe simpler: "It may excuse delay in a Construction Milestone or Required Report." That's enough. 
"Timely notice is a condition precedent." 
"If event continues, updated notice every 30 days." Good.

Section 10 Access:
"Selwick shall permit RPA and authorized representatives to enter, inspect, sample, and review records during normal business hours or when necessary with reasonable notice. For urgent suspected exceedance, immediate access." Good.
"Records retention: 5 years after Effective Date or as required." 
"Preservation of enforcement rights: nothing limits RPA to enforce for unknown violations, future noncompliance, or breach; stipulated penalties not exclusive; court retains jurisdiction." Good.

Section 11 Nonadmission/Release:
"Selwick admits jurisdiction and monitoring data. No admission disputed legal conclusions." 
"Release: Subject to full and timely performance, including Civil Penalty, RPA releases civil claims for Disclosed Violations occurring on or before Effective Date. Exclusions: unknown violations, future noncompliance, criminal, private third-party, obligations under other laws. If material breach, release does not bar enforcement for breach and RPA may pursue remedies. Release does not create third-party rights." Good.

Section 12 Public comment/court approval:
"This Term Sheet is subject to public comment and court approval and is not binding until decree entered. RPA will file with court and provide public notice; comment at least 30 days; court may modify. Parties will cooperate. If court does not approve, parties may renegotiate." Good.

Need maybe include "Entire agreement" maybe:
"This Term Sheet, as approved by court, is the entire agreement for the matters it covers." Good.

Let's check if all required bullet items included:
- gravity calculation, cooperation reduction, economic benefit, final civil penalty: Section 4.
- payment timing: 4.2.
- ion-exchange design, order, construction, startup, 120-day operational milestone: Section 5.
- interim sampling, exceedance response, production controls, reporting: Section 6.
- third-party verification: Section 7.
- authorized stipulated-penalty schedule: Section 8.
- force majeure, notice, mitigation: Section 9.
- preservation of access and enforcement rights: Section 10.
- properly limited nonadmission and civil release: Section 11.
- public-comment and court-approval conditions: Section 12.

Need maybe include "responsible officer" for payments and reports: Section 3, 4.2, 6.2, 6.5.

Potential issue: "Final form" maybe should not have "Term Sheet" but "Consent Decree Term Sheet". Good.

Need maybe include "the parties agree" not "proposed". But subject to approval. Good.

Now let's think if there are any calculations that could be challenged: If both days capped at 20,000, but copper-only and pH-only days? yes. Total gravity 344,000. 15% = 51,600. Final 472,400. Good.

Could there be an economic benefit per violation day? No, supplied total. Good.

Need maybe include "verified economic benefit from delaying treatment upgrades is $180,000" in recitals. Good.

Potential issue: "Settlement may reduce gravity for cooperation and prompt correction, but it may not waive economic benefit without a written inability-to-pay finding." We don't have inability-to-pay. Good.

Potential issue: "Each calendar day is counted once under the cap." We count once. Good.

Potential issue: "The Authority's first draft demands ... It offers no release." We don't include. Good.

Potential issue: "Selwick is prepared to pay penalty produced by schedule, complete ion-exchange, weekly sampling 12 months, third-party verifier days 60/120, accept authorized stip penalties. Wants civil release and standard force majeure." Our term sheet aligns.

Could include "Selwick shall pay the civil penalty even if court modifies?" Not needed.

Let's think if "public comment and court approval conditions" need to include "no binding effect until approval" and "comment period". Good.

Potential issue: "Responsible Officer" for payments: A wire transfer cannot be signed; require a transmittal/certification. Good.

Potential issue: "immediate notice" if exceedance detected by weekly sample after 5 days? We require immediate notice after discovery. Good.

Potential issue: "reduced production during an exceedance until compliance is confirmed" If exceedance is pH only, reducing production might be less necessary, but still required. It's in rule. Good.

Potential issue: "weekly sampling for twelve months" Should it be 12 months after Effective Date or after 120-day milestone? Selwick prepared for 12 months. Use after Effective Date. Good.

Potential issue: "third-party verifier at days 60 and 120" If Day 120 is operational milestone, verifier verifies. Good.

Potential issue: "construction milestone penalty days 1-15 and thereafter" If milestone missed due to force majeure, penalty tolled? Section 9 says may excuse delay in Construction Milestone. Good.

Potential issue: "missed report penalty" if force majeure notice late? It is a Required Report. But force majeure notice itself if late cannot be excused? Condition requires notice within 5 days. If late, no force majeure. It may still incur missed report penalty? Could be. Good.

Potential issue: "stipulated penalties for new exceedance" If exceedance caused by force majeure? Force majeure may excuse delay but not exceedance? Rule says force majeure may excuse delay, not noncompliance. We can say does not excuse exceedances or production controls. Good.

Potential issue: "civil release" if Selwick materially breaches, release maybe void. We can say "The release is conditioned on full and timely performance. If Selwick materially breaches, RPA may enforce the decree and the release does not bar enforcement for the breach or related noncompliance." Good.

Potential issue: "unknown violations" maybe if discovered in same period but not disclosed. Not released. Good.

Potential issue: "future noncompliance" not released. Good.

Potential issue: "does not admit disputed legal conclusions while admitting jurisdiction and monitoring data." We include. Good.

Potential issue: "The decree requires public comment and court approval." We include. Good.

Let's consider if the final answer should include "Answer:"? No, just draft.

Need ensure no analysis in final. Good.

Let's write final document elegantly.

Possible final:

**CONSENT DECREE TERM SHEET (FINAL FORM)**
**Between Selwick Plating and River Protection Authority**

Then sections.

Let's draft in full.

Need maybe use "RPA" defined. Good.

Detailed text:

1. Scope and Status
"This Term Sheet sets out the final negotiated terms... It is not effective until incorporated into a decree, public comment, court approval."

2. Recitals
A. Violation data.
B. Cooperation.
C. Feasibility.

3. Definitions.

4. Civil Penalty
4.1 Calculation.
Table. 
"The 15% cooperation reduction is applied only to gravity. The $180,000 economic benefit is added in full; no inability-to-pay finding is made or relied upon."
4.2 Payment. "Selwick shall pay $472,400 within 30 calendar days after Effective Date by wire transfer to account designated by RPA. Each payment shall be accompanied by a remittance memo signed by Responsible Officer."

5. Corrective Action
5.1 Required final control. "Selwick shall design, order, construct, startup, and operate an ion-exchange polishing system..." 
5.2 Milestones table. 
5.3 Operational milestone. "Day 120... 24 consecutive hours... submit startup report." 
5.4 No other final control? Maybe "The ion-exchange polishing system is the required final control for the Disclosed Violations." Good.

6. Interim Controls
6.1 Weekly sampling. 
6.2 Reports. 
6.3 Exceedance notice and report. 
6.4 Production reduction and compliance confirmation.
6.5 Monthly report.
6.6 Records.

7. Verification.

8. Stipulated Penalties.

9. Force Majeure.

10. Access and Enforcement.

11. Nonadmission and Release.

12. Public Comment and Court Approval.

Need maybe "Effective Date" in table: Day 10 etc. Use "calendar days".

Let's ensure all terms are specific and objectively measurable:
- Production baseline: "average daily production over the 30 calendar days immediately preceding the Exceedance" is measurable. If no reliable, "baseline production reported in the first Monthly Compliance Report". Good.
- Reduced production: "no more than 50% of baseline" measurable.
- Plant-wide 20% if source unknown. Measurable.
- Confirmatory sample: "collected no earlier than 24 hours after implementation of corrective measures and no later than 7 days?" Could add no later than 7 days to avoid indefinite. But rule says until compliance confirmed. Could require "within 48 hours after implementation?" Maybe. Let's set: "within 48 hours after implementation of corrective measures, Selwick shall collect a confirmatory sample; if that sample meets limits and no new exceedance has occurred, compliance is confirmed. If not, production reduction continues and a new sample is required within 24 hours thereafter." Is that too prescriptive? It is specific. But could be technologically feasible. Maybe simpler: "until a confirmatory sample collected at least 24 hours after implementation of corrective measures shows compliance." No deadline, but indefinite until confirmed. That's okay. Could add "Selwick shall use diligent efforts to collect confirmatory sample as soon as practicable, and in no event later than 48 hours after implementing corrective measures." This is measurable. Let's include. 
- "immediate notice" within 1 business hour. Good.
- Weekly sampling: at least once every 7 days. Good.
- Reports: due dates. Good.
- Verification: Day 60/120. Good.

Need maybe "weekly sampling for 12 months" if the system is operational by day 120, still weekly. Good.

Potential issue: "Reduced production during an exceedance until compliance is confirmed" If the exceedance is a single bad sample but confirmatory sample after 24h below, then reduced production for at least 24h. Good.

Potential issue: "production controls" maybe require "Selwick shall not increase production during exceedance." Our reduction covers.

Potential issue: "Interim terms may require ... reduced production during an exceedance until compliance is confirmed." We require 50% reduction. Good.

Potential issue: "independent verification" at days 60 and 120, but if force majeure delays construction, day 60 verification may be of delay. Good.

Need maybe include "RPA may request reasonable supplemental information." Good.

Potential issue: "Stipulated penalties must be graduated and reasonably related" The schedule is authorized. Good.

Potential issue: "Force majeure ... proves causation" We include "by a preponderance of evidence"? Could add "to RPA's reasonable satisfaction". Good.

Potential issue: "Increased cost, contractor scheduling that could reasonably have been planned, and ordinary equipment failure are not force majeure." Include verbatim.

Potential issue: "preserve access and enforcement rights" Include. Good.

Potential issue: "public comment and court approval conditions" Include. Good.

Let's think if we need to include "The Authority may release civil claims" but not "offers no release". We give release. Good.

Potential issue: "civil release for disclosed pre-effective-date violations" Could include "RPA may release" but we state "RPA releases". Good.

Potential issue: "disclosed violations" maybe need list. We define. Good.

Potential issue: "unknown violations" maybe if discovered later. Good.

Potential issue: "future noncompliance" maybe after effective. Good.

Potential issue: "does not admit disputed legal conclusions" but "Admissions" in recitals might be too strong. We can phrase "The parties acknowledge" rather than "Selwick admits"? But rule says decree may state Selwick does not admit disputed legal conclusions while admitting jurisdiction and monitoring data. So use "Selwick admits". Good.

Potential issue: "The Authority has established violations" but nonadmission of legal conclusions. It's okay to recite exceedances as facts. Good.

Let's draft with enough detail but not too long? Desired oververbosity 9, so long is okay.

Double-check arithmetic in text:
Total gravity = 252,000 + 12,000 + 80,000 = 344,000.
15% = 51,600. Reduced = 292,400. Add 180,000 = 472,400.
Good.

Potential issue: "The 15 percent cooperation reduction from gravity, not from economic benefit" If we calculate table with negative 51,600 after total gravity. Good.

Potential issue: "economic benefit from delayed compliance" maybe "verified". Good.

Potential issue: "Settlement may reduce gravity for cooperation and prompt correction" Our reduction is 15% cooperation. Good.

Potential issue: "The Authority has approved a 15 percent cooperation reduction from gravity, not from economic benefit, because Selwick self-reported and preserved sampling data." Good.

Potential issue: "Selwick stopped highest-risk production line for twelve days" Could include in recitals as cooperation. Good.

Potential issue: "hired an engineer" include. Good.

Potential issue: "parties agree ion-exchange cost approx $640,000" include. Good.

Potential issue: "can be operational within 120 days if ordered within 10 days" include in recitals and milestone. Good.

Let's consider if term sheet should include "no admission by RPA"? Not required.

Potential issue: "Court approval" maybe "the court may approve with modifications; if material modification, parties may reject?" Not required. Could say "The Decree will be final and enforceable as approved." Good.

Potential issue: "public comment" maybe "RPA will post Term Sheet and proposed Decree." Good.

Potential issue: "Responsible Officer" if Environmental Manager changes? "or successor Environmental Manager". Good.

Let's define Responsible Officer: "the Environmental Manager, or another officer of Selwick with authority to make compliance commitments, designated in writing to RPA." Good.

Potential issue: "Payments and reports identify responsible officer" Maybe "include name, title, date, signature." Good.

Let's write final now. Ensure no mention of analysis. Use markdown.

One more thought: The final civil penalty could be due "within 30 days after the Effective Date". If Effective Date is after public comment, okay. If court approval takes time. Good.

Potential issue: "Stipulated penalties for missed report" if report is late due to force majeure. Section 9 may excuse delay in Required Report if conditions. Good.

Potential issue: "Force majeure notice within five days" If event is exceedance? Not relevant.

Potential issue: "Proves causation" Could require "written explanation and records". Good.

Potential issue: "Mitigation" Could require "use commercially reasonable efforts". Good.

Potential issue: "ordinary equipment failure" excluded. Good.

Potential issue: "contractor scheduling that could reasonably have been planned" excluded. Good.

Potential issue: "increased cost" excluded. Good.

Potential issue: "event beyond reasonable control" maybe "unforeseeable". Good.

Potential issue: "force majeure does not relieve RPA of its obligations"? Not needed.

Potential issue: "Preservation of access" maybe "Selwick shall not obstruct." Good.

Potential issue: "Enforcement rights" maybe "RPA may seek immediate injunctive relief." Good.

Potential issue: "Court retains jurisdiction" Good.

Potential issue: "Release not for unknown violations" Good.

Potential issue: "Release conditioned on payment" Good.

Potential issue: "If Selwick pays penalty, release for civil claims for disclosed violations" Good.

Let's consider if the release should be "through the effective date" not "on or before". Use both. Good.

Potential issue: "Disclosed Violations" include only the 20 days. If there were other violations in six-month period? Facts only these. Good.

Potential issue: "Unknown violations" maybe in same period not disclosed. Not released. Good.

Potential issue: "future noncompliance" not released. Good.

Potential issue: "civil claims" not "criminal or administrative". Good.

Potential issue: "public comment and court approval conditions" Maybe include "This Term Sheet is not a final decree." Good.

Let's produce final.