# CONSENT DECREE TERM SHEET

**River Protection Authority v. Selwick Plating**
**Settlement Term Sheet — Final Form for Lodging, Public Comment, and Court Approval**

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## 1. Parties, Jurisdiction, and Purpose

1.1 The parties are the River Protection Authority ("Authority") and Selwick Plating, Inc. ("Selwick").

1.2 Selwick admits that the Court has jurisdiction over the parties and the subject matter of this action, that venue is proper, and that the complaint states claims upon which relief may be granted if its allegations are proven.

1.3 Selwick admits the authenticity and accuracy of the monitoring and sampling data it produced to the Authority, including the discharge monitoring results establishing the exceedance days set out in Paragraph 2.1.

1.4 The purpose of this Decree is to resolve the Authority's civil claims for the disclosed violations, to require installation of final treatment controls, and to secure interim protection of the receiving water pending final compliance.

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## 2. Violation Days and Civil Penalty

### 2.1 Agreed violation-day breakdown

| Category | Days |
|---|---|
| Copper exceedance only | 14 |
| pH exceedance only | 2 |
| Both copper and pH on the same calendar day | 4 |
| **Total violation days** | **20** |

Total copper exceedance days: 18. Total pH exceedance days: 6. Each calendar day is counted once.

### 2.2 Gravity calculation

| Component | Rate | Days | Gravity |
|---|---|---|---|
| Copper-only days | $18,000/day | 14 | $252,000 |
| pH-only days | $6,000/day | 2 | $12,000 |
| Combined-violation days (daily cap applied) | $20,000/day | 4 | $80,000 |
| **Total gravity** | | **20** | **$344,000** |

The combined days are billed at the $20,000 daily cap rather than the uncapped $24,000 sum of the copper and pH components.

### 2.3 Cooperation reduction

Fifteen percent of gravity, in recognition of Selwick's self-report, preservation of sampling data, twelve-day shutdown of the highest-risk production line, and retention of an engineer:

$344,000 × 0.15 = **$51,600 reduction**
Adjusted gravity: $344,000 − $51,600 = **$292,400**

The reduction is applied to gravity only.

### 2.4 Economic benefit

Verified economic benefit from delayed compliance with treatment upgrades: **$180,000**. This component is not reduced, waived, or offset. No inability-to-pay finding has been requested, made, or supported by any showing in the record; accordingly, no waiver of economic benefit is available.

### 2.5 Final civil penalty

| Component | Amount |
|---|---|
| Gravity | $344,000 |
| Less 15% cooperation reduction | ($51,600) |
| Adjusted gravity | $292,400 |
| Plus economic benefit | $180,000 |
| **Total civil penalty** | **$472,400** |

### 2.6 Payment timing

(a) Selwick shall pay $472,400 within **30 days after the Effective Date** (defined in Paragraph 10.3), by electronic funds transfer to the account the Authority designates in writing at least 10 days before the due date.

(b) The payment transmittal shall reference the case caption and civil action number and shall be signed by the Responsible Officer identified under Paragraph 9.1.

(c) Interest accrues on any unpaid portion from the due date at the statutory judgment rate, and the Authority may collect the unpaid amount as a judgment debt in addition to any stipulated penalties under Paragraph 7.2(a).

(d) The civil penalty is not deductible for tax purposes to the extent provided by law, and Selwick shall not seek any such deduction.

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## 3. Final Injunctive Relief: Ion-Exchange Polishing System

3.1 **Required control.** Selwick shall design, procure, construct, commission, and operate an ion-exchange polishing system ("System") to treat all process wastewater from the plating lines before discharge, sized and configured to achieve continuous compliance with the copper and pH limits in Selwick's discharge permit. Estimated capital cost is approximately $640,000; cost is Selwick's responsibility and is not a basis for relief from any deadline.

3.2 **Milestones.** All deadlines run from the Effective Date.

| # | Milestone | Deadline |
|---|---|---|
| M1 | Submit engineered design package (process flow, hydraulic and mass loading calculations, resin selection, regeneration and spent-regenerant management, instrumentation, and control logic) to the Authority | Day 20 |
| M2 | Issue binding purchase order for the ion-exchange vessels, resin, and controls, and deliver a copy of the executed order to the Authority | **Day 10** |
| M3 | Complete any required permit or approval applications for construction | Day 25 |
| M4 | Begin construction/installation | Day 45 |
| M5 | Mechanical completion; submit commissioning and startup plan | Day 90 |
| M6 | Complete startup and performance demonstration (see 3.3) | Day 110 |
| M7 | **System fully operational and treating all process wastewater in continuous compliance** | **Day 120** |

Selwick acknowledges that the Day 120 operational date is achievable if the equipment order at M2 is placed within ten days, and it commits to that order date.

3.3 **Performance demonstration.** Between Days 100 and 110, Selwick shall conduct a demonstration consisting of at least seven consecutive operating days of System effluent sampling for total copper and pH, with all results within permit limits, using the methods in Paragraph 5.1. Failure of the demonstration does not extend M7.

3.4 **Operation and maintenance.** Within 15 days after M7, Selwick shall submit an O&M plan covering resin monitoring and replacement, breakthrough detection, spare-parts inventory, alarm response, and operator training. Selwick shall thereafter operate the System in accordance with the approved plan and shall maintain the System for the life of the discharge.

3.5 **Scope limitation.** No plant-wide pipe replacement or other general plant modernization is required by this Decree, and nothing in this Decree obligates Selwick to undertake work unrelated to control of copper and pH in the regulated discharge.

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## 4. Interim Controls Pending Full Operation

4.1 **Interim treatment and operating controls.** From the Effective Date until M7 is certified complete, Selwick shall:

(a) maintain and operate existing pretreatment (pH adjustment and precipitation/clarification) at maximum effective capacity;

(b) keep the highest-risk plating line at or below the reduced throughput level in effect as of the Effective Date, unless the Authority approves a higher rate in writing based on demonstrated effluent performance; and

(c) maintain chemical inventories and staffing sufficient to operate the interim controls continuously.

4.2 **Exceedance response.** Upon any sample result or continuous-monitor reading exceeding a copper or pH permit limit, Selwick shall:

(a) give the Authority **immediate telephonic or electronic notice, and in no event later than 24 hours** after receipt of the result;

(b) **immediately reduce production on the contributing plating line or lines by no less than 50 percent, and cease discharge from any line that cannot be brought into compliance**, and maintain that reduction until compliance is confirmed under subparagraph (d);

(c) resample at the discharge point within 12 hours and daily thereafter until compliance is confirmed;

(d) restore normal production only after **two consecutive daily samples** are within limits and Selwick has given the Authority written notice of the results and the corrective action taken; and

(e) submit a written exceedance report within **5 days** stating the cause, duration, mass and concentration discharged, corrective and preventive actions, and the compliance-confirmation results.

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## 5. Sampling, Monitoring, and Reporting

5.1 **Weekly sampling.** For **twelve (12) months** from the Effective Date, Selwick shall collect and analyze, at the permitted final discharge point, at least one sample per calendar week for total copper and pH, using EPA-approved or permit-specified methods at an accredited laboratory, with documented chain of custody. Sampling under this paragraph is in addition to, and does not reduce, any permit-required monitoring. No daily or perpetual sampling obligation is imposed by this Decree.

5.2 **Post-twelve-month monitoring.** After month 12, monitoring reverts to permit requirements, except that if any exceedance occurs during months 10 through 12, weekly sampling continues for an additional six months from the last exceedance.

5.3 **Quarterly compliance reports.** Selwick shall submit a written compliance report **within 30 days after the end of each calendar quarter**, continuing until termination of this Decree. Each report shall include: all sampling results and laboratory reports; milestone status and completion dates; exceedances and responses; production-control status; stipulated penalties accrued and paid; and any force-majeure notices.

5.4 **Milestone completion notices.** Selwick shall notify the Authority in writing within **7 days** after completing each milestone in Paragraph 3.2, with supporting documentation.

5.5 **Certification.** Every report, notice, and certification shall be signed by the Responsible Officer under Paragraph 9.1 and shall bear this certification: *"I certify under penalty of law that this document and all attachments were prepared under my direction or supervision and that, based on inquiry of the persons responsible for gathering the information, the information submitted is true, accurate, and complete to the best of my knowledge and belief."*

5.6 **Recordkeeping.** Selwick shall preserve all sampling records, laboratory data, chain-of-custody documents, construction records, and Decree-related correspondence for **five years** after termination and shall provide them to the Authority on request.

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## 6. Third-Party Verification

6.1 Selwick shall retain, at its expense, an independent professional engineer or engineering firm ("Verifier") with ion-exchange and metal-finishing wastewater experience and no financial interest in Selwick, its parent, or the equipment vendor. Selwick shall propose the Verifier within 15 days of the Effective Date; the Authority may object within 10 days for lack of independence or qualifications.

6.2 The Verifier shall conduct two on-site verifications and submit written reports **simultaneously to the Authority and Selwick**:

(a) **Day 60 interim verification** — confirming the equipment order, delivery schedule, construction progress against M1–M4, adequacy of interim controls, and whether the Day 120 date remains achievable, with identification of any recovery actions needed;

(b) **Day 120 final verification** — confirming that the System is installed as designed, that the performance demonstration under Paragraph 3.3 was properly conducted and passed, and that the System is fully operational and capable of continuous compliance.

6.3 Each report is due within 10 days after the applicable verification date. The Verifier shall have full access to the site, personnel, and records. A Verifier report does not constitute Authority approval, and the Authority retains independent judgment on all compliance determinations.

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## 7. Stipulated Penalties

7.1 **Authorized schedule.** Selwick shall pay the following stipulated penalties, which the parties agree are graduated and reasonably related to the likely environmental harm and the Authority's enforcement and oversight costs:

| Violation | Days 1–10 / 1–15 | Thereafter |
|---|---|---|
| Failure to submit a required report, notice, or certification (per report, per day) | **$1,000/day** (days 1–10) | **$3,000/day** (day 11 forward) |
| Failure to meet a construction milestone M1–M7 (per milestone, per day) | **$4,000/day** (days 1–15) | **$10,000/day** (day 16 forward) |
| New copper or pH exceedance after the Effective Date (per day) | **$8,000/day** | **$16,000/day** for each exceedance day after the third exceedance day in any rolling 60-day period |

No penalty of $50,000 for a missed report, and no other penalty outside this schedule, is imposed.

7.2 **Administration.**

(a) Stipulated penalties accrue automatically from the first day of noncompliance, without demand, and continue until the violation is corrected. Failure to pay the civil penalty when due accrues at the missed-report rate in addition to interest.

(b) Where a single day involves both a new copper exceedance and a new pH exceedance, only one exceedance-day penalty accrues for that day.

(c) The Authority shall make written demand identifying the violation, days, and amount. Selwick shall pay within **30 days** of demand, or place the disputed amount in an interest-bearing escrow and invoke dispute resolution under Paragraph 8.4 within the same 30 days.

(d) Stipulated penalties are cumulative across different violations and are in addition to, not in lieu of, the Authority's right to seek statutory penalties or injunctive relief for the same conduct; the Authority shall credit stipulated penalties paid against any statutory penalty later imposed for the identical days and conduct.

(e) The Authority may, in its unreviewable discretion, reduce or waive stipulated penalties in whole or in part.

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## 8. Force Majeure

8.1 **Definition.** "Force majeure" means an event arising from causes beyond the reasonable control of Selwick and its contractors and agents that could not have been overcome or avoided by the exercise of due diligence, and that delays or prevents timely performance despite best efforts to fulfill the obligation.

8.2 **Exclusions.** Force majeure does **not** include: increased or unanticipated cost or financial difficulty; contractor, vendor, or labor scheduling problems that could reasonably have been anticipated or planned around; ordinary equipment failure, breakdown, or maintenance; failure to apply timely for a permit or approval; failure to order equipment or long-lead items promptly, including any failure to place the M2 order by Day 10; or the acts or omissions of persons within Selwick's control.

8.3 **Notice and mitigation.** To claim force majeure, Selwick shall:

(a) notify the Authority by telephone or email **within 5 days** after Selwick knew or should have known of the event, and submit a written notice **within 10 days** describing the event, the obligations affected, the cause, the anticipated duration, all mitigation measures taken and planned, and a proposed revised schedule;

(b) exercise best efforts to prevent, minimize, and mitigate the delay and to resume compliance at the earliest practicable time; and

(c) bear the burden of proving, by a preponderance of the evidence, that the event qualifies, that it caused the specific delay claimed, that the delay could not have been avoided or shortened, and that notice and mitigation obligations were satisfied.

8.4 **Effect and dispute resolution.** Failure to give timely notice waives the claim. If force majeure is established, the affected deadline is extended only by the number of days of delay actually caused, no stipulated penalties accrue for that period, and no other obligation is excused. The Authority shall respond in writing within 20 days. Disagreements proceed first to 20 days of informal negotiation and then, if unresolved, to the Court, with Selwick bearing the burden stated in 8.3(c). Selwick's obligations continue during any dispute.

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## 9. Responsible Officer; Access; Reservation of Rights

9.1 **Responsible Officer.** Selwick shall designate in writing, within 10 days of the Effective Date, a corporate officer responsible for Decree compliance, reports, certifications, and payments, and shall notify the Authority within 10 days of any change. All reports, certifications, and payment transmittals shall identify this officer by name, title, address, telephone, and email.

9.2 **Access.** The Authority and its authorized representatives and contractors may enter the facility at any reasonable time, with or without prior notice, to inspect; observe or conduct sampling and monitoring; review, copy, and audit records; photograph and record; and interview personnel. Selwick shall provide split samples on request. This access is in addition to, and does not limit, the Authority's statutory or permit-based inspection authority.

9.3 **Reservation of rights.** Except as expressly released in Paragraph 10.2, the Authority reserves all rights and remedies, including the right to seek injunctive relief, statutory penalties, contempt, and cost recovery for: violations occurring after the effective date; violations not disclosed to the Authority before the effective date; criminal liability; claims arising under any other statute or authority; claims of any other governmental entity or third party; and any imminent and substantial endangerment to health or the environment. Nothing here limits the Authority's permitting, information-collection, or emergency-response authority, and compliance with this Decree does not relieve Selwick of any permit or legal obligation.

9.4 **Non-limitation.** Nothing in this Decree limits the Authority's right to enforce it by motion, contempt, or independent action, or to seek statutory penalties for continuing noncompliance in addition to stipulated penalties as provided in Paragraph 7.2(d).

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## 10. Nonadmission, Release, and Approval Conditions

10.1 **Nonadmission (limited).** Selwick admits the matters set out in Paragraphs 1.2, 1.3, and 2.1 — jurisdiction, venue, the authenticity and accuracy of its monitoring data, and the violation-day breakdown. Selwick does not admit the disputed legal conclusions alleged in the complaint, including the legal characterization of its conduct as willful or negligent, and enters this Decree without such admission. This Decree is not evidence of liability in any other proceeding, except that it is fully admissible and enforceable in any proceeding to enforce or construe its terms, and the admitted facts and data in Paragraphs 1.3 and 2.1 are binding on Selwick in any such proceeding. Nothing in this paragraph diminishes the Authority's factual allegations or the enforceability of any obligation here.

10.2 **Civil release (limited).** Upon the Effective Date and Selwick's payment of the civil penalty under Paragraph 2.6, the Authority releases and covenants not to sue Selwick for **civil claims for civil penalties and injunctive relief for the copper and pH violations specifically disclosed and identified in Paragraph 2.1, occurring on or before the Effective Date**. This release does **not** cover: (a) violations not disclosed to the Authority before the Effective Date, whether or not known to Selwick; (b) any violation occurring after the Effective Date; (c) future noncompliance, including noncompliance with this Decree; (d) criminal liability; (e) claims for natural resource damages, cost recovery, or imminent-and-substantial-endangerment relief; (f) claims of any other agency, government, or private party; or (g) any obligation under this Decree. The release runs to Selwick, its officers, and employees only in their capacity as such, and to no other person.

10.3 **Public comment and court approval.** The Authority shall lodge this Decree with the Court and publish notice providing a public comment period of not fewer than **30 days**. The Authority may withdraw or withhold consent if comments disclose facts or considerations indicating that the Decree is inappropriate, improper, or inadequate. Selwick consents to entry without further notice and shall not oppose entry or entry of any modification made in response to comments that does not materially increase its obligations. The **Effective Date** is the date the Court enters this Decree. If the Court declines to approve or enter the Decree, or if the Authority withdraws consent, the term sheet is void, no party is bound, and no provision may be used as evidence in any proceeding. Deadlines in Paragraph 3.2 run from the Effective Date; Selwick may, at its own risk and without prejudice, begin design and procurement before entry, and such work counts toward the milestones.

10.4 **Retention of jurisdiction; modification; termination.** The Court retains jurisdiction to enforce and modify this Decree. Material modifications require written agreement of the parties and Court approval; non-material schedule adjustments not affecting Day 120 or the penalty may be made by written agreement of the parties. Selwick may move to terminate after all of the following are satisfied: (a) payment in full of the civil penalty and all accrued stipulated penalties; (b) certified completion of M7 and Authority acceptance of the Day 120 Verifier report; (c) completion of the twelve-month weekly sampling period (and any extension under Paragraph 5.2) with no unresolved exceedance; and (d) submission of all required reports. Termination does not affect the recordkeeping obligation in Paragraph 5.6 or the reservations in Paragraph 9.3.

10.5 **Costs.** Each party bears its own costs and fees, except that the Authority may recover costs and fees incurred to enforce this Decree.

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## Summary of Monetary Terms

| Item | Amount |
|---|---|
| Gravity (20 violation days, cap applied to 4 combined days) | $344,000 |
| Cooperation reduction (15% of gravity only) | ($51,600) |
| Economic benefit (not reducible; no inability-to-pay finding) | $180,000 |
| **Civil penalty due within 30 days of Effective Date** | **$472,400** |
| Ion-exchange System (Selwick's cost, not credited against penalty) | ~$640,000 |

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**AGREED:**

For the River Protection Authority: ______________________ Date: __________

For Selwick Plating, Inc. (Responsible Officer): ______________________ Date: __________