UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA

____________________________________ ) ENVIRONMENTAL INTEGRITY ) PROJECT, et al. ) ) Plaintiffs, ) ) v. ) Civil Case No. 1:14-CV-2106 (RC) ) GINA MCCARTHY, in her official ) capacity as Administrator, United States ) Environmental Protection Agency, ) ) Defendant. ) ____________________________________)

CONSENT DECREE WHEREAS, Plaintiffs Environmental Integr ity Project, Air Allianc e Houston, and Sierra Club (collectively, “Plaintiffs”) filed this acti on pursuant to section 304 (a)(2) of the Clean Air Act (“CAA”), 42 U.S.C. § 7604(a)(2), alleging th at Defendant Gina McCa rthy, in her official capacity as Administrator, United States Enviro nmental Protection Agency (“EPA”), failed to perform a non-discretionary duty under CAA § 505(b)(2), 42 U.S.C. § 7661d(b)(2), to grant or deny two petitions (“Title V Petitions”) subm itted by Plaintiffs on May 19, 2014 requesting that EPA object to two CAA Title V permits (“Pe rmits”) issued by the Texas Commission on Environmental Quality (“TCEQ”) to the Shell Chemical Company and the Shell Oil Company authorizing the operation of the Deer Park Chemi cal Plant and Deer Park Refinery, respectively, located in Harris County, Texas; WHEREAS, Plaintiffs and EPA (c ollectively, “the Parties”) wish to effect a settlement of the above-captioned matter without e xpensive and protra cted litigation; Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 1 of 8-2- WHEREAS, the Parties consider this Consen t Decree to be an adequate and equitable

resolution of the claims in the above-captioned matter; WHEREAS, the Court, by entering this Consen t Decree, finds that the Consent Decree is fair, reasonable, in the public interest, and consistent with th e CAA, 42 U.S.C. §§ 7401 et seq.; NOW THEREFORE, before the taking of te stimony, without trial or determination of any issue of fact or law, and upon the consen t of the Parties, it is hereby ORDERED, ADJUDGED, and DECREED that: 1. On or before August 21, 2015, EPA shall sign a response to Plaintiffs’ CAA Title V Petitions on the Permits, pursuant to 42 U.S.C. § 7661d(b)(2). 2. Following signature of such response to Plaintiffs’ Title V Petitions, EPA shall expeditiously deliver notice of EPA’s responses to the Office of the Federal Register for publication. Following such transmission, EPA shall not take any step (other than as necessary to correct any typographical error or other errors in form) to de lay or otherwise interfere with publication of such notice(s) in the Federal Register. 3. If EPA’s responses to Plaintiffs’ Titl e V Petitions include the granting of any portion of either petition in whol e or in part, EPA shall promptly transmit its responses to TCEQ. 4. The deadline for filing a motion for costs of litigation, includi ng attorneys’ fees, incurred prior to entry of this Consent Decree is hereby extended until sixty (60) days after the entry of this Consent Decree by th is Court. During this time, th e Parties shall seek to resolve informally any claim for costs of litigation, incl uding attorneys’ fees, and if they cannot, will

submit that issue to this Court for resolution. The United States does not waive or limit any defenses it may have to such claim. This Cour t shall retain jurisdicti on to resolve any requests for costs of litigation, in cluding attorneys’ fees. Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 2 of 8-3- 5. Any provision of this Consent Decree ma y be modified by (a) written stipulation of the Parties with notice to the Court, or (b) by the Court following motion of any party to this Consent Decree, pursuant to the Federal Rules of Civil Procedure, and upon consideration of any response by the non-moving party. 6. The Parties recognize that the possibility exists that a lapse in the appropriations that fund EPA could delay compliance with th e timetables contained in this Consent Decree. Should a delay occur due to a lapse in appropriations, a ny resulting failure to meet the

timetables set forth herein shall not constitute a failure to comply with the terms of this Consent Decree, and any deadlines occurri ng within one hundred twenty (120) days of the termination of the delay shall be automatically extended one da y for each day of the delay. Nothing in this paragraph shall preclude EPA from seeking an additional extension through modification of this Consent Decree pursuant to Paragraph 5. 7. Plaintiffs and EPA shall not challenge th e terms of this Consent Decree or this Court’s jurisdiction to enter and enforce this Consent Decree. 8. Plaintiffs and EPA agree that this Consen t Decree shall constitute a complete and

final settlement of all claims that Plaintiffs have asserted against the United States, including EPA, under any provision of law in connection w ith Environmental Integrity Project, et al. v. McCarthy, Civil Case No. 1:14-CV -2106 (RC) (D.D.C.), except as provided in Paragraph 4 of

this Consent Decree. Plaintiffs therefore discha rge and covenant not to sue the United States, including EPA, for any such claims. 9. Nothing in this Consent Decree shall be construed to limit or modify any discretion accorded EPA by the CAA or by general principles of administ rative law in taking the actions which are the subject of this Consent Decree, including discretion to alter, amend, or Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 3 of 8-4- revise any responses or final actions contemplat ed by this Consent Decree. EPA’s obligation to perform the actions specified in Paragraphs 1, 2, and 3 of this Cons ent Decree by the time specified therein does not constitute a limitation or modification of EPA’ s discretion within the meaning of this paragraph. 10. Nothing in this Consent Decree shall be construed as an admission of any issue of fact or law nor to waive or limit any claim or defense, on any grounds, rela ted to any final action EPA may take with respect to the Permits. 11. Nothing in this Consent Decree shall be construed to confer upon the District Court jurisdiction to review any final decision made by EPA pursua nt to this Consent Decree. Nothing in this Consent Decree shall be construe d to confer upon the District Court jurisdiction to review any issues that are within the excl usive jurisdiction of the United States Court of Appeals pursuant to CAA section 307(b)(1), 42 U.S.C. § 7607(b)(1 ). Nothing in the terms of

this Consent Decree shall be cons trued to waive any remedies or defenses the Parties may have under CAA section 307(b)(1), 42 U.S.C. § 7607(b)(1). 12. The obligations imposed upon EPA unde r this Consent Decree can only be undertaken using appropriated f unds. No provision of this Consent Decree shall be interpreted as or constitute a commitment or requirement th at EPA obligate or pay funds in contravention of the Anti-Deficiency Act, 31 U.S.C. § 1341, or any other applicable provision of law. 13. Any notices required or provided for by this Consent Decree shall be made in writing and sent to the following:

For Plaintiffs:

Gabriel Clark-Leach Environmental Integrity Project - Texas Office 707 Rio Grande Street, Suite 200 Austin, TX 78701 Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 4 of 8-5- Tel: (512) 637-9478 Fax: (512) 584-8019 gclark-leach@environm entalintegrity.org

For Defendants: Chief, Environmental Defense Section Re: DJ # 90-5-2-4-20350 Environment and Natura l Resources Division United States Department of Justice P.O. Box 7611 Washington, DC 20044 Tel: (202) 514-2219 Fax: (202) 514-8865

Richard H. Vetter U.S. Environmental Protection Agency Office of General Counsel US/EPA/OAQPS/SPPD/IO D205-01 Research Triangle Park, NC 27709 Tel: 919-541-2127 Fax: 919-541-4991 vetter.rick@epa.gov Richard H. Bartley Air Programs Coordinator U.S. Environmental Protection Agency, Region 6 Office of Regional Counsel (6RC-M) 1445 Ross Avenue, Suite 1200 Dallas, TX 75202 Tel: (214) 665-8046 bartley.richard@epa.gov

14. In the event of a dis pute between the Parties conc erning the interpretation or implementation of any aspect of this Consent D ecree, the disputing Party shall provide the other Party with a written notice outlining the natu re of the dispute and requesting informal negotiations. If the Parties ca nnot reach an agreed-upon resoluti on within twenty (20) business days after receipt of the noti ce, any party may move the Co urt to resolve the dispute. Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 5 of 8-6- 15. No motion or other proceeding seeking to enforce this Consent Decree or for contempt of Court shall be file d unless the Plaintiffs have followed the procedure set forth in Paragraph 14. 16. The Court shall retain jurisdiction to determine and effect compliance with this

Consent Decree. When EPA’s ob ligations under Paragraphs 1 th rough 3 of this Consent Decree have been completed, and Plaintiffs’ claim for cost s of litigation has been resolved pursuant to Paragraph 4, the above-captioned matter shall be dismissed with prejudice. The Parties may either jointly notify the Court that the Consent Decree should be terminated and the case dismissed, or EPA may so notify the Court by mo tion. If EPA notifies th e Court by motion, then Plaintiffs shall have twenty ( 20) days in which to respond. 17. The Parties agree and acknowledge that before this Consent Decree can be finalized and entered by the Court, EPA must provide notice in the Federal Register and an opportunity for comment pursuant to CAA section 113(g), 42 U.S.C. § 7413(g). EPA shall promptly submit a public notice of this Consent Decree to the Federal Re gister for publication and public comment after lodging this Consent D ecree with the Court. After this Consent Decree has undergone an opportunity for notice a nd comment, the Administrator and/or the Attorney General, as appropria te, shall promptly consider any such written comments in determining whether to withdraw or withhold cons ent to this Consent D ecree, in accordance with section 113(g) of the CAA. If the federal governm ent elects not to withdraw or withhold consent to this Consent Decree, the Parties promptly sha ll file a motion that requests the Court to enter this Consent Decree. If for any reason th e Court does not enter the Consent Decree, the obligations set forth in this Consent Decree are null and void. Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 6 of 8-7- 18. It is hereby expressly understood and ag reed that this Cons ent Decree was jointly drafted by Plaintiffs and EPA and that any and all rules of construction to the effect that ambiguity is construed against th e drafting party shall be inappli cable in any dispute concerning the terms, meaning, or interpre tation of this Consent Decree. 19. The undersigned representatives of e ach Party certify that they are fully authorized by the Party they represent to bind th at Party to the terms of this Consent Decree. SO ORDERED on this ___ day of _________________, 2015.

_________________________________ HON. RUDOLPH CONTRERAS United States District Judge SO AGREED:

FOR PLAINTIFFS Gabriel Clark-Leach Environmental Integrity Project 707 Rio Grande Street, Suite 200 Austin, TX 78701 Tel: 512-637-9478 Fax: 512-584-8019 gclark-leach@environm entalintegrity.org Dated: _________________________

FOR DEFENDANT JOHN C. CRUDEN Assistant Attorney General Environment & Natural Resources Division

Eileen McDonough Lisa Bell United States Department of Justice Environmental Defense Section P.O. Box 7611 Washington, DC 20044 Tel: (202) 514-3126 (McDonough) (202) 514-9275 (Bell) Fax: (202) 514-8865 Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 7 of 8-8- Eileen.mcdonough@usdoj.gov lisa.bell@usdoj.gov Dated: _________________________ Case 1:14-cv-02106-RC Document 12-1 Filed 05/28/15 Page 8 of 8