Page 1 of 31 AUDIT AGREEMENT FOR TEXAS FLEXIBLE PERMIT HOLDERS

between the Environmental Protection Agency

and [ Audit Participant ] Whereas, the United States Environmental Protection Agency (“EPA”) recognizes the value to Government Industry , and the Public , of cl earl y defined emission, monitoring, and reporting obligations under federal law for sources currentl y regulated under the Texas f lexible p ermit p rogram. Whereas, EPA has exercised its enforcement discretion to create a voluntary Audit Program designed to allow Texas f lexible p ermit holders to establish and/or identify federally - enforceable Emission Unit Requirements , as the term is defined herein, for inclusion in federal Clean Air Act (“CAA”) Title V permits, and appropriate federall y enforceable non - Titl e V permits . See ___________ (“Program Notice”). Whereas, the Texas Commission on Environmental Quality ( “ TCEQ ” ) is the authorized permitting entity

for the State of Texas, providing guidance on Texas permitting and regulations, and processing permit app lications filed pursuant to the Consent Agreement and Final Order (“CAFO”) entered as part of this Audit Program .Page 2 of 31

Whereas, EPA and _______ ( “ Audit Participant”) intend to enter into a CAFO memorializing the Audit Participant’s commitment to seek the inc lusion of agreed upon Emission Unit Requirements in both Title V and appropriate federally- enforceable non Title V permits . Whereas, EPA is offering a release and covenant not to sue for those alleged violations identified in the CAFO . Whereas EPA and th e Audit Participant (the “Parties”) desire to enter into and be bound by the terms of this “ Audit Agreement for Texas Flexible Permit Holders ” (“Agreement”). Now, therefore, in consideration of the above, EPA and the Audit Participant agree as follows: I . Applicability 1. This Agreement shall apply to and be binding upon EPA and the Audit Participant, including but not limited to , its officers, directors, agents, servants, employees, successors, and assigns. The Audit Participant shall give notice of this Agreement to an y successor in interest prior to the transfer of the Facility or any ownership interest in any Emission Source regulated under the Texas f lexible p ermit.Page 3 of 31 II. Representation s 2. The Audit Participant represents that: a. The facility

that shall b e subject to the terms of this Agreement is _____ and is located at ______ (“ Facility”). b. It is the owner and/or operator of the Facility . c. It is submitting this executed Agreement to EPA within ___ day s of the Audit Program Notice. III. General Provisions 3. For purposes of this Agreement and an y proceeding, without trial or an y adjudication of facts, the Audit Participant admits that EPA has jurisdiction over the subject - matter of the terms of this Agreement and any materials submitted to EPA pursuant to thi s Agreement. 4. The a

uditor ’ s identification of potential areas of noncompliance pursuant to this Agreement shall not constitute an admission of any violation of the CAA or any other environmental requirements for purposes of this Agreement or any other civi l, criminal, or administrative proceeding. 5. No later than 30 day s prior to the closing date of a transfer of the facility to another party

, the Audit Participant shall provide written notice and a copy of thisPage 4 of 31 Agreement to each party accepting transfer of the Facilit y . Such notice shall include this Agreement and any materials developed pursuant to this Agreement. Further, the Audit Participant shall notify EPA in writing of such a transfer of the Facilit y at least 10 day s prior to such transfer, includ i ng identification of the purchaser and the Facility . 6. EPA will place executed Audit Agreements on EPA’s website to provide upfront notification to communities of those facilities participating in the Audit Program and to facilitate community engagement in the development of C ommunity P rojects .

IV. Definitions 7. “Audit” shall mean the comprehensive third - part y CAA compliance audit as described in this Agreement and at __ Fed. Reg. ___ (Date). 8. “Audit Participant’s Report and Certification” shall mean the r eport that provides the Audit Participant’s comments on the Audit Report, including the Audit Participant’s proposed table of applicable Emission Unit Requirements for each Emission Unit. Proposal of Emission Unit Requirements in the Audit Participant’s R eport and Certification binds the Audit Participant to apply for a revision to its Title V permit, and to obtain appropriate federall y - enforceable non -Page 5 of 31 Title V permits . This obligation shall be memorialized in a federal administrative CAFO between the Audi t Participant and EPA. 9. “ Audit Program ” shall mean the Audit itself, all deliverables, and process required under this Audit Agreement. 10. “Audit Report” shall mean the report drafted b y the Third - Part y Auditor that presents the detailed results of the Audit and identifies Emission Unit Requirements for each Emission Unit. 11. “Audit Team” shall mean the group of individuals representing the Third - Party Auditor either as emplo yees or under contract that are conducting the Audit. All members of the Audi t Team must be presented to EPA at the time of Third Party Auditor approval. 12. “Best Available Control Technology” or “BACT” shall mean Best Available Control Technology pursuant to PSD as defined in the federall y - approved Texas SIP or as defined in 40 C.F. R. § 52.21 where no federall y approved definition of BACT can be identified in the Texas SIP. 13. “Change” shall mean the act, process, or result of altering or modifying the phy sical or operational characteristics of an Emissions Unit or Facility .Page 6 of 31

14. “Community - based Project” or “CP” shall mean a project completed b y or paid for b y an Audit Participant focused on improving, protecting, or reducing community

risks to public health or the environment that could have been caused by alleged violations by

the Au dit Participant. The nature and valuation of community

projects will be based upon the outcome of the audit and will be finalized during post - audit negotiations with EPA. 15. “Consent Agreement and Final Order” or “CAFO” shall mean the final order memoriali zing the Audit Participant’s commitment to comply with a compliance plan and appl y for a Title V permit revision , and appropriate federally- enforceable permit ( s ). 16. “Emission Determination(s)” shall mean the conclusions of the Third - Part y Auditor as to pol lutant emission levels, increases , or decreases at an y Emission Unit and non - Texas F lexible P ermit E mission Units at the Facilit y . 17. “Emission Unit” shall mean an y part of a stationary source regulated under a Texas Flexible Permit that emits, or would have the potential to emit, any pollutant subject to regulation under the Federal CAA. 18. “Emission Unit Requirements” shall mean: 1) pollutant emission limitations /standards; 2) controls/operational changes/operational practices needed to meet the emission l imitations /standards; 3) monitoring and reportingPage 7 of 31 requirements necessary

to determine continuous compliance with emission limitations; 4) a compliance schedule, if needed; and 5) interim emission limitations/standards, if needed. 19. “ Facility” shall mean the ______ [ty pe of facility , i.e., refinery , olefins plant, power generating plant, e tc .] located at _____ [address] _____ [owned and/or operated] b y ______ holding the Texas F lexible P ermit number(s) ______ [flexible permit number]. 20. “Federal CAA Compliance Status” shall mean a determination of the Emission Unit Requirements for a particular Emission Unit based on review of the operational and ph ys ical history of the Emission Unit with reference to applicable federal regulations and requirements in the federally - approved Texas SIP. The concept of Federal CAA Compliance Status in the context of this program is further defined and explained in paragraphs below. 21. “H yperlinks” shall mean a reference to an external piece of information in any of the work products generated pursuant to this Agreement accessible by clicking on the Hy perlink. 22. “H ypertext” shall mean text, displayed on a computer, with references (H yperlinks) to other text that the reader can immediately access b y a mouse click.Page 8 of 31

23. “L owest Achi evable Emissions Rate” or “LAER” shall mean Lowest Achievable Emissions Rate as defined in the f ederally - a pproved Texas SIP , or as defined in 40 C.F.R. § 52.21 where no federally - approved definition of LAER can be identified in the Texas SIP. 24. “New Source Review” or “NSR” shall mean both the New Source Review and Prevention of Significant Deterioration programs authorized by Congress at 42 U.S.C. §§ 111 and 112, the federal rules at 40 C.F.R. Parts 51 and 52 , and the Texas SIP requirements promulg ated to implement the same. 25. “Program Notice” shall mean EPA’s Texas Flexible Permit Audit Program Notice published on _____ at __ Fed. Reg. _____.

26. “Texas Flexible Permit(s)” shall mean Texas air emission control permits issued Texas to the Facility purs uant to 30 TAC 116.710 . 27. “Texas State Implementation Plan” or “Texas SIP” shall mean the portions of Texas state air regulations that were submitted b y Texas and approved b y EPA for inclusion in the federall y - recognized SIP. The current content of the SIP and a historical overview of previous versions of the SIP can be found at http://yosemite1.epa.gov/r6/Sip0304.nsf/home?Openview&Start=1&Count=30&Page 9 of 31 Expand=6. 28. “ Third - Part y Auditor” shall mean the independent Third - Part y compan y(i es) hired by the Audit Parti cipant to conduct the Audit and who meet the requirements set forth in Paragraph 29 below. V. Specific Requirements and Instructions Regarding the Audit and Reports A. Independence of and Requirements Regarding the Third - Party Auditor 29. The requirements of paragraphs 30 - 34 below, shall apply to the Third - Party Auditor and employees of the Third - Part y Auditor working on the Audit performed to satisfy

this Audit Agreement. 30. The Third - Part y Auditor shall ensure that all audit team members meet the qualifi cation requirements for independence and professional care found in ISO 19011 (First edition, 2002 - 10 - 01) or as defined b y the 2008 Board of Environmental, Health and Safety Auditor Certifications ( BEAC) Standards. 31. The Third - Part y Auditor shall be paid by the Audit Participant in an amount sufficient to carry - out the provisions of this Audit Agreement. The service agreement between the Audit Participant and the Third - Part y Auditor should contain suret y provisions satisfactory to both parties to ensure that work is notPage 10 of 31 terminated, either due to the Audit Participant’s f ailure to make pay

ment or other circumstances that may

lead to work stoppage. The Third - Part y Auditor must not be an emplo yee or former emplo ye e of the Audit Participant. The Third Party Aud itor must not directl y own an y stock in the Audit Participant or in any parent or subsidiary , and must have no direct financial stake in the outcome of the Audit conducted pursuant to this Audit Agreement. 32. The Third - Part y Auditor and members of the audi t team shall not have been involved in any

capacity in the development of any air permits or authorizations held by the Audit Participant at the facility being audited under this program. 33. If the Audit Participant has an y contractual relationship with the Third - Party Auditor, the Audit Participant shall disclose to EPA such past or existing contractual relationships in an attachment to this Audit Agreement. 34. The Audit Participant agrees to not enter into an y contractual or emplo ym ent relationships with the Third - Party Auditor or an y member of the audit team for a period of one ( 1 ) ye ar after the submission of the Audit Report. 35. W ithin 15 days of the Audit Participant’s execution of this Audit Agreement , EPA may choose to reject the Third - Part y Auditor . EPA may elect to reject the Third - Part y Auditor for failing to meet an y of the conditions identified in paragraphs 30 - 34 of this Audit Agreement or where it has reason to believe thatPage 11 of 31 an actual or potential conflict may exist between the Audit Participant and its proposed Third - Part y Auditor. If EPA rejects the Third - Part y Auditor, the Audit Participant may

choose another Third - Part y Auditor, again subject to EPA rejection. 36. The conclusions of the Third - Part y Auditor must be its own, based on best profess ional judgment applied to the facts , materials , and information collected , obtained, or learned during the course of the Audit. The Audit R eport submitted by the Third - Part y Auditor must be stamped by a p rofessional e ngineer or certified auditor . 37. The Audit Participant shall take all steps necessary to ensure that it openl y share s with the Third - Part y Auditor confidential and business sensitive information. 38. To the extent that documents needed to complete the Audit are not available in the files of the Audit Participant, the Third - Part y Auditor, with assistance as necessary from the Audit Participant, shall seek the needed documentation elsewhere. 39. This Audit Agreement includes requirements regarding the performance of the Audit and the form of delive rables. The Audit Participant and Third - Part y Auditor are responsible for abiding b y these requirements. Deliverables must be clear and detailed, and supporting information must be submitted in a manageablePage 12 of 31 form. Lack of clarity, incomplete documentatio n, and/or documentation submitted in an unorganized or difficult to manage manner shall be grounds for rejection of the Audit. 40. As to all Emission Determinations made and Emission Unit Requirements recommended pursuant to this Agreement, the Third - Party Au ditor shall make best professional efforts to ensure the information reported to EPA is as accurate as possible. The Third - Party Auditor may arrive at Emission Determinations and Emission Unit Requirements by : verifying emissions estimates and measurement s made b y the Audit Participant or a predecessor in interest, re - calculating emission values previousl y used in permitting or other contexts, or using its best professional judgment to calculate emissions using the most accurate assumptions, emission facto rs, or other available information and/or tools (eg. stack tests) . B. Overview of Audit Requirements and Scope 41. The Audit Participant shall make best efforts to ensure that the Audit represents: a) an accurate determination of the applicable Emission Unit Requirements for each Emission Unit; and; b) an accurate determination of each Emission Unit’s current Federal CAA Compliance Status . 42. The Audit will include a detailed review of the phy sical, operational, andPage 13 of 31 regulatory

history of each Emission Unit . The review time frame, except for NSR , shall be from the date the Texas Flexible Permit became effective to the present. In the case of the NSR review, the emissions review time frame may need to include a period of time prior to the issuance of the fl exible permit in order to establish a NSR emissions baseline. The Audit Participant shall conduct a major/minor NSR analysis of the operational and permitting history of each E mission Unit under the Texas Flexible Permit beginning with the last SIP - approved authorization issued prior to the issuance of the Texas Flexible Permit (if any). The review is critical to this process because various t ypes of Changes may

have caused Emission Units to be subject to various federal CAA regulations. The Audit shall clearl y identify federal rules applicable to each Emission Unit and demonstrate each Emission Unit’s compliance status with federal rules. 43. The Third - Part y Auditor shall evaluate the Monitoring, Recordkeeping and Reporting (MRR) provisions fo r each emissions unit to ensure that the requirements are sufficient to determine continuous compliance with applicable emissions limits. I f MRR is insufficient, the Auditor will provide recommendations for additional MRR. 44. The Third - Part y Auditor shall prepare a version of the Audit Report that excludes any Confidential Business Information ( “ CBI ” ). The Audit Participant shall prepare a version of the Audit Participant’s Report and Certification that excludesPage 14 of 31 any CBI. These CBI redacted reports, along with the negotiated CAFO between the Audit Participant and EPA , shall be posted on the Internet for public review . 45. All Audit deliverables shall be electronic Hy pertext documents allowing all supporting material related to the Audit to be accessed by clic king on the Hy perlinks imbedded in the deliverables. 46. Documents supporting the anal ys is and conclusions of the Audit shall be scanned into pdf files in the manner in which they were originall y produced and delivered by the author. For example, in scanning a permit application, the scan should include every

thing that was in the envelope that was originally sent to the state of Texas. Items like reports should include the transmittal letter and all attachments as part of the same pdf file that includes the report. CBI documents shall be provided separatel y. 47. Each scanned document shall be named in the following manner: date [underscore] transmitting party [underscore] primary

recipient [underscore] beginning bates stamp number [underscore] .pdf. For exampl e, a letter from John Doe, the plant manager of X corporation’s facility to Tom Permit - Writer of TCEQ sent June 6, 2006 with a beginning bate s stamp of 0005555 should be titled: 06062006_xcorp_tceq_0005555.pdf. In the situation where transmittal letters h ave a different issuance date from the attached material, the date of the transmittal letter shall be used in the title of the pdf.Page 15 of 31

C. Development of Community - B ased Projects 48. Community- Based Project(s) (CP(s)) are projects designed to address community i mpacts resulting from noncompliance identified through the Audit including the violations identified in the model CAFO . Within 90 day s of the completion of the Audit Report , the Audit Participant shall present to EPA a community project(s) for post - audit negotiations. Indeveloping their CP ( s ) , Audit Participants will be required to work with the local community representatives to develop the project details and an implementation schedule that will be included in the final CAFO. Outreach to the community groups should extend beyond any pre - established community

advisory panels. EPA acknowledges that 90 day s may not be sufficient time to engage the community and develop a community project ; therefore , EPA encourages the Audit Participant to solicit input from the community earlier in the process (prior to the completion of the Audit) . Each CP must have a clear nexus to potential air emissions from the Facility and clearly identify the benefits to be received by the community

as a result of th e project. 49. The required value of CPs to be implemented by each Audit Participant will be based upon the outcome of the Audit and will be finalized during post - audit negotiations with EPA.Page 16 of 31

50. Within 90 days of the Audit Report , the Audit Participant will submit to EP A a final CP proposal for approval. The CP proposal shall include a detailed description of the project(s), a schedule for project implementation (CPs must be completed within one ye ar of the CAFO date), a clear discussion of air nexus, and a discussion o f the community involvement and outreach conducted as the project was developed.

51. The final CP (s) will be specified in the CAFO and will include a detailed description of the project and a schedule for implementation of the project, interim status reports and a final project report to be completed within the term of the CAFO. D. Applicable L aw and G uidance for the NSR P ortion of the Audit 52. The Third - Part y Auditor shall apply the version of the NSR regulations that were federally - approved and therefore inc luded in the Texas SIP at the time of the particular Change being reviewed. In reviewing Changes that triggered or should have triggered NSR review, the attainment status of the area in which the Facility is located at the time of the Changes under review shall be used for purposes of determining the major modification threshold and the required level of control, unless NSR non - compliance is identified . In the case of non - compliance , the current attainment status shall be used to determine the level of co ntrol .Page 17 of 31

53. In addition to applying the version of NSR regulations in the approved Texas SIP, the Third - Part y Auditor shall also perform its NSR anal ys is consistent with EPA NSR Guidance. E. Establishment of NSR Emission Unit Requirements 54. This Audit Program does not automatically require participants to seek current LAER/BACT Emission Unit Requirements at every Emission Unit regulated under a Texas F lexible P ermit. 55. NSR Emission Unit Requirements shall be currently applicable, and therefore approvable b y EP A in the context of this Audit Program , where during the term of the flexible permit the Emission Unit was not c hanged in such a way so as to require new more stringent NSR Emission Unit Requirements. 56. If NSR Emission Unit Requirements were developed during the term of the Audit Participant’s Flexible Permit, such Emission Unit Requirements may be currentl y applicable, and therefore approvable b y EPA in the context of this Audit Program , where such Emission Unit Requirements were developed in a manner ful ly consistent with the f

ederally - approved SI P in effect at the time of the promulgation of the Emission Unit Requirements. The Third - Part y Auditor shall make a specific determination to ensure that each Emission Unit Requirement wasPage 18 of 31 issued consistent with the processes outlined in the fe derall y - approved SI P. 57. If EPA determines that the Audit Participant is in non - compliance with NSR , installation of emission controls consistent with current ye ar LAER/BACT for the Emission Units implicated by the NSR non - compliance is required under this program. EPA may

determine that non - compliance with NSR should result in the collection of civil penalties from the Audit Participant . The Audit Participant must agree to the level of such penalties prior to EPA’s issuance of a covenant not - to - sue under this program. As indicated in the Audit FRN, Audit Participants who proactivel y execute an Audit Agreement within 45 days of the publishing of the Final Audit Program will be evaluated as meeting EPA’s conditions for pen alty mitigation under EPA’s Audit Policy and will receive a waiver of the gravity component of any

penalties resulting from noncompliance uncovered by the Audit.

F. Requirements for the NSR S ection of the Audit Report 58. Part 1 of the NSR Section of the Audit Report shall consist of an overview of the Audit process and scope . This part shall include a description of the personnel and data tools used, a general description of the documents reviewed, and a discussion of any

serious problems encountered in conducting the Audit.Page 19 of 31

59. Part 2 of the NSR Section of the Audit Report shall consist of an executive summary of the findings of the NSR portion of the Audit, including, but not limited to: a. A detailed description of all prior NSR permits that were repla ced by the flexible permit; b. A description of the NSR potential noncompliance found, if an y, at each Emission Unit; c. A list of Emission Unit projects/Changes that exceeded NSR significance thresholds but that netted out of BACT review or LAER review; d. A lis t of the recommended Emission Unit Requirements dictated by the NSR review; e. Summaries of all Emission Determinations; f. Summaries of BACT or LAER determinations; g. For all NSR Emission Unit Requirements established by TCEQ during the term of the Flexible Pe rmit, a detailed anal ys is of whether the process used by TCEQ complied with the contemporaneous, federally - approved SIP; and h. For all instances of NSR non - compliance identified, a list of proposed Emission Unit Requirements for each emissions unit where no n - compliance was identified. The Third - Party Auditor will use the BACT/LAER Clearing House to provide recommendations of present day (2010) BACT or LAER . 60. Part 3 of the NSR Section of the Audit Report shall consist of a detailed narrativePage 20 of 31 describing the Audit review process for each Emission Unit, including, but not limited to , the process analy ses , emissions analy ses , and regulatory anal ys es, e missions calculations ( including an y formula, assumptions and/or emission factors used ) , and the conclusions. All supporting materials shall be referenced in footnotes with Hy

perlinks to historical and contemporaneous supporting documents . 61. Part 4 of the NSR Section of the Audit Report shall consist of a chronological list of all documents produced in support of the NSR portion of the audit. The list shall state the name of the document, its date, its b ates stamp range, attachments appended to the document and the bate s stamp range of such attachments, and a Hy perlink to the pdf of each document. All documents shall be produced in searchable pdf format utilizing optical character recognition.

62. Part 5 of the NSR Section of the Audit Report shall consist of a table of all applicable NSR related Emission Unit Requirements for each E m ission Unit that will provide the basis for necessary permitting revisions by

the appropriate permitting authority . G. Requirements for N on - NSR Audit and N on - NSR section of the Audit ReportPage 21 of 31

63. The non -NSR CAA Audit shall determine the CAA compliance status and recommended Emission Unit Requirements for each Emission Unit with reference to the non -NSR federal CAA regulations in effect at the time of the Emission Unit’s construction or at the time of an y event that may have caused the Emission Unit to be subject to non -NSR federal CAA regulations or that may have changed the Emission Unit’s requirements pursuant to non -NSR federal CAA regulations. In the case of Emission Units that triggered NSR and require BACT or LAER level controls, the Audit Report shall also explicitly state all othe r applicable CAA regulations and the corresponding Emission Unit Requirements . 64. Part 1 of the n on -NSR Section of the Audit Report shall consist of a detailed summary of the Audit process. This section shall include a description of the personnel and data tools used, a general description of the documents reviewed, and a discussion of an y s erious problems encountered in conducting the Audit. 65. Part 2 of the n on -NSR Section of the Audit Report shall consist of an executive summary of the findings of the n on -N SR audit, including but not limited to: a. A detailed description of all prior SIP - based permits that were replaced by the flexible permit; b. A description of all n on - NSR CAA potential violations found; c. Summaries of all Emission Determinations; and d. Recommended non -NSR Emission Unit Requirements.Page 22 of 31

66. Part 3 of the n on -NSR Section of the Audit Report shall consist of a detailed narrative describing the review process of each Emission Unit, including but not limited to , the process analy ses , emissions analy ses , and regulatory anal ys es, e missions calculations ( including an y formula, assumptions and/or emission factors used ) , and the conclusions. All supporting materials shall be referenced in footnotes with Hy

perlinks to historical and contemporaneous supporting documents. 67. Part 4 of the n on -NSR Section of the Audit Report shall consist of a chronological list of all documents produced in support of the n on -NSR portion of the audit. The list shall state the name of the document, its date, its bate s stamp range, att achments appended to the document and the bate s stamp range of such attachments, and Hy

perlinks to the pdf of each document. All documents shall be produced in searchable pdf format utilizing optical character recognition. 68. Part 5 of the non -NSR Section of the Audit Report shall consist of a table of all applicable non -NSR related Emission Unit Requirements for each E m ission Unit that will provide the basis for necessary permitting revisions by

the appropriate permitting authority . H. Audit Report C ertif ications 69. The Audit Report shall include the following certification executed by aPage 23 of 31 responsible official representing the Third - Part y Auditor: I certify under penalty

of law that this document was prepared at my direction, and to the best of m y knowledge and belief, the information submitted is true, accurate, and complete. 70. The Audit Report and all Emission Unit Requirements (including underl yi ng Emission Determinations and LAER/BACT anal ysis) shall be certified as accurate b y a registered professional engineer or certified auditor . 71. The Audit Report shall include the following certification executed by a responsible official representing the Audit Participant: I certify under penalty

of law that _____ [the Audit Participant] to the best of my

knowled ge and belief has cooperated fully with _____ [the Third - Party Auditor] in its efforts to prepare this document, has provide d all information requested by ____ [the Third - Party Auditor], and that the information provided to ____ [the Third - Party Auditor] i s true, accurate, and complete.

I. Audit Participant’s Report and Certification 72. The Audit Participant’s Report and Certification shall consist of the followingPage 24 of 31 sections: a. An Introduction/Executive Summary outlining the differences between the conclusio ns made in the Audit Report and the conclusions made in the Audit Participant’s Report and Certification , if an y . b. A version of the Audit Report with “redline” comments, deletions, and insertions by

the Audit Participant. In this section, the Audit Participant shall make, to the extent necessary , detailed presentations on why its conclusions differ from those in the Audit Report. The Audit Participant may present information in the form of bracketed text within the Audit Report r edline or by adding Hy

perli nks to more detailed supplementary materials. c. An Excel spreadsheet including a row for each Emission Unit regulated pursuant to the Texas Flexible Permit with proposed Emission Unit Requirements. This spreadsheet shall include Hyperlinks to all material s upporting each proposed Emission Unit Requirement. d. The following certification executed by a responsible official representing the Audit Participant: I certify under penalty

of law that this document was prepared at m y direction, and to the best of m y kno wledge and belief, the information submitted is true, accurate, and complete, and that all Emission Unit Requirements, Emission Determinations, and LAER/BACT anal yses were reviewed and certified as accurate b y a r egisteredPage 25 of 31 p rofessional e ngineer or certifie d auditor . J. Notification 73. The Audit Participant designates the following individual as its contact person to receive all communication from EPA and the Third - Party Auditor concerning this Agreement:

______________

________________________ _ (name, tit le, address, phone, email)

74. The Third - Part y Auditor designates the following individual as its contact person to receive all communication from EPA and the Audit Participant concerning this Agreement:

_________

______________________ ________ 75. EPA desi gnates the following individual as its contact person to receive allPage 26 of 31 communication from the Audit Participant and Third - Part y Auditor concerning this Agreement:

___________

____________________

_______ 76. The parties may

re - designate their contact persons in writing at an y time.

VI. Audit Schedule and CAFO Process 77. The Audit Report shall be delivered to EPA no later than 16 0 day s or a timeframe agreed upon b y EPA, after the effective date of the Audit Agreement. A version of the Audit Report with CBI redac ted will be published on the Internet upon receipt b y EPA. EPA shall review the independence of the Third - Part y Auditor prior to executing the Audit Agreement.

78. No later than 250 day s after the effective date of the Audit Agreement, the Audit Participant shall deliver to EPA the Audit Participant’s Report and Certification. A version of the Audit Participant’s Report and Certification with CBI redacted will be published on the Internet upon receipt b y EPA.Page 27 of 31

79. No later than 90 day s after the date of the Au dit Report , the Audit Participant will submit to EPA a final CP proposal for approval. 80. In the period subsequent to delivery of the Audit Participant’s Report and Certification, EPA and the Audit Participant may discuss the content of the Audit Report and the Audit Participant’s Report and Certification. EPA may seek additional information from the Audit Participant. The Audit Participant agrees to respond in a timely

manner to an y such request. 81. At any time after the delivery of the Audit Participant’s R eport and Certification, EPA may propose to the Audit Participant a form of CAFO that is consistent with the model CAFO attached to this agreement as Attachment A . 82. If EPA agrees with all of the Emission Unit Requirements proposed in the Audit Participant’ s Report and Certification, the CAFO will require that the Audit Participant comply

with the compliance plan and schedule attached and apply for a Title V permit revision to incorporate and obtain appropriate federall y enforceable permits to memorialize al l such Emission Unit Requirements and require the Audit Participant to perform agreed upon CP (s). The Audit Participant hereb y agrees to sign such a CAFO within 15 day s of receipt. If the Audit Participant does not si gn the CAFO, the Audit process ends w ith no agreement as to Emission Unit Requirements or CP(s) and EPA retains itsPage 28 of 31 enforcement authority. 83. If EPA agrees with some, but not all of the Emission Unit Requirements proposed in the Audit Participant’s Report and Certification, the CAFO may include a subset of the Emission Unit Requirements proposed in the Audit Participant’s Report and Certification, along with either Emission Unit Requirements agreed to by the Parties, and/or where no agreement can be reached, Emission Unit Requirements chosen b y EPA. T he CAFO will require that the Audit Participant comply with the requirements of the compliance schedule attached and apply for a Title V permit revision to incorporate and obtain appropriate federallyenforceable permits to memorialize all such Emis sion Unit Requirements and require the Audit Participant to perform agreed upon CP (s). The Audit Participant shall have 30 day s to sign the CAFO. If the Audit Participant does not sign the CAFO, the Audit process ends with no agreement as to Emission Uni t Requirements or CP(s) and EPA retains its enforcement authority . 84. Once a CAFO has been signed b y the Audit Participant and by EPA, EPA will file the CAFO with the EPA Region 6 Judicial Officer. At the same time, the CAFO will be published on the Interne t for a public comment period of 30 day s.

85. After the public comment period ends, EPA will consider any public comments,Page 29 of 31 and , as appropriate , seek to work with the Audit Participant to revise the CAFO based on such public comments. After an y necessary r evisions are made, EPA will seek finalization of the CAFO b y the Region 6 Judicial Officer. The offering of the CAFO for public comment does not explicitly create an obligation for EPA response or inclusion of such comments nor does this create an y rights for public objection to the final CAFO. VII. Compliance with Laws and Regulations, Reservation of Rights, and Modifications 86. Neither the existence of this Agreement nor compliance with this Agreement relieves the Audit Participant of the obligation of c ontinued compliance with the regulations covered under this Agreement, and all other applicable federal, state, and local laws and regulations. 87. This Audit and CAFO do not prejudge the permitting process or replace it. The agreed upon Emission Unit Re quirements are minimum requirements in order for the Audit Participant to receive a covenant - not - to - sue pursuant to the Audit Program . The permitting authority will follow the rules and processes in place , including public participation , at the appropriat e time. 88. EPA reserves its rights to proceed against the Audit Participant for violations outside the scope of the Audit and for violations within the scope of this AuditPage 30 of 31 that are not explicitly

released in the CAFO. EPA reserves the right to commence an a ction against any

person, including the Audit Participant , in response to any condition which EPA determines may present an imminent and substantial endangerment to the public health, welfare, or environment. This Agreement is not intended, and shall not be construed, to resolve an y claim for criminal sanctions now pending or sought in the future, and shall not limit the right of the United States to pursue criminal sanctions for violation of law. 89. Nothing in this Agreement shall limit the authority of EPA to conduct any inspections or information gathering under applicable federal law. 90. A writing signed b y the parties may modify this Agreement.Page 31 of 31

WE, THE UNDERSI GNED, HEREBY AGREE TO BE BOUND BY THIS AGREEMENT: For U.S. EPA:

__________________

__________

_______ ___ __ John Blevins, Date Director Compliance Assurance and Enforcement Division EPA , Region 6 For ___________ [Audit Participant] :

___________________ ________________ _______ DateAttachment A to A udit Agreement Model Consent Agreement and Final Order (CAFO) Texas Flexible Permit Audit Program UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

REGION 6 DALLAS, TEXAS INTHE MATTER OF: § § [NAME OF AUDIT PARTI CI PANT] § EPA DOCKET NO. CAA - 06 - 2010 - xxxx [NAME OF CITY, TEXAS] § § § COMPLAI

NT AND § CONSENT AGREEMENT AND § FINAL ORDER § The Director of the Compliance Assurance and Enforcement Division of the United States Environmental Protection Agency (EPA), Region 6 (Complainant), and [Name of Audit Participant, Name of City , Texas] (Respondent) in the above referenced proceeding , hereb y agree to resolve this matter through the issuance of this Complaint and Cons ent Agreement and Final Order (Complaint and CAFO ). I. PRELIMINARY STATEMENT 1. This proceeding is for the assessment of civil penalties pursuant to Section 113(d) of the C lean Air Act, as amended (CAA), 42 U.S.C. § 7413(d), and for additional terms of settlement as agreed to by Respondent. This proceeding was instituted by the issuance of a Complaint and Notice of Opportunity for Hearing (Complaint) incorporated herein, an d is simultaneously

concluded by

the issuance of this CAFO against Respondent pursuant to 40 C.F.R. §§ 22.13(b) and 22.34. 2. The Complaint alleges [Name of Audit Participant] (abbreviated name) violated the CAA and specific requirements promulgate d thereunder at its [Name of Facility or Plant] located in [Name of City , County , Texas] (Facility).Page A - 2

3. For purposes of this proceeding, Respondent admits the jurisdictional allegations of this Complaint; however, Respondent neither admits nor denies the spe cific factual allegations contained in this Complaint. 4. Respondent consents to the issuance of this CAFO hereinafter recited and consents to the assessment and payment of an y stated civil penalty in the amount and by the method set out in this CAFO; in addi tion, Respondent agrees to perform the addition al terms of settlement set forth in Paragraphs 28 through 41 as a condition precedent for the release and covenant not to sue provisions set forth in Paragraph 42 through 44 below. 5. R espondent waives an y right to contest the allegations in the CAFO and its right to appeal the Final Order set forth herein, and Respondent waives all defenses which have been raised or could have been raised to the claims set forth in the CAFO. 6. This CAFO shall only resolv e Respondent’s liability for federal civil penalties for the violations and facts alleged in this Complaint; furthermore, Respondent shall not assert, and may not maintain, an y defense or claim based upon the principles of waiver, res judicata , collateral estoppel, issue preclusion, or claim - splitting for violations not alleged in this Complaint. 7. Nothing in this CAFO shall be construed to prevent or limit EPA's civil and criminal authorities, or that of other Federal, State, or local agencies or departments to obtain penalties or injunctive relief under other Federal, State, or local laws or regulations. 8. Respondent represents that it is duly authorized to execute this CAFO and that the party signing this CAFO on behalf of the Respondent is duly authori zed to bind the Respondent to the terms and conditions of this CAFO.Page A - 3

9. Respondent agrees that the provisions of this CAFO shall be binding on its officers, directors, employees, agents, servants, authorized representatives, successors, and assigns. II. FINDINGS OF FACT AND CONCLUSIONS OF LAW 10. Respondent is a [insert nature of business, e.g., corporation, partnership, etc.] doing business in the State of Texas and is a “person” as that term is defined in Section 302(e) of the Act, 42 U.S.C. § 7602(e), and within the meaning of Section 113(d) of the CAA, 42 U.S.C. § 7413(d). 11. At all relevant times, Respondent owned and operated a [insert ty pe of facility , e.g., refinery , chemical manufacturing facility , etc.] located in [insert name of cit y] , Texas . 12. Pursuant to Section 110 of the Act, 42 U.S.C. § 7410, Texas has submitted and EPA has approved a state implementation plan (Texas SIP) which contains, inter alia, the group of control strategies and regulations designed to attain and maintain the national ambient air quality standards (NAAQS) for criteria air pollutants. 13. The Texas SIP includes an air permitting program for new and modified sources of air pollution which provides various mechanisms for sources to obtain authorizations for their ai r emissions. In 1994, Texas created a flexible air permit program (Texas Flexible Permit Program), found at 30 TAC Chapter 116, Subchapter G, and submitted that program to EPA for approval as a revision to the Texas SIP. EPA disapproved the Texas Flexibl e Permit Program effective July

15, 2010 . See 75 Fed. Reg. 41312 (July 15, 2010). S ources remain subject to the federally - approved Texas SIP and the mechanisms contained therein to effect changes to their operations that may affect air emissions.Page A - 4

14. Pur suant to Title V of the Act, 42 U.S.C. §§ 7661 - 7661f, and the implementing regulations at 40 C.F.R. Part 70, EPA has approved an air operating permits program for major and area sources of air pollution in Texas (Texas Title V program). 30 TAC § 122.132(e )(2) of the Texas Title V program requires major sources to submit permit applications that identify all applicable requirements, including the requirements of the Texas SIP. See also 40 C.F.R. § 70.5 (a),(c). Requirements imposed by state - only

program s, such as the Texas Flexible Permit Program which is not part of the Texas SIP, should be designated as not being federally enforceable in a source’s Title V permit, as required by 30 TAC § 122.142(b)(2) and 40 C.F.R. § 70.6(b)(2). Count 1 15. On or abo ut [ INSERT d ate of issuance of Flexible Permit] , Respondent was issued [Permit No. xxxxxxx] , an air permit issued under the Texas Flexible Permit Program. Permit No. xxxxxx covers various emission units at Respondent’s facility , including [Insert general description of the emission units cover ed by Flexible permit, identifying each emission point number (EPN) covered by the flexible permit] . 16. Under the flexible permit referenced above, Respondent effected changes at the [name of facility] which altered the nature and quantity of air emissions authorized from emission units covered by the flexible permit; these emission units were either previousl y authorized by

permits issued under the federall y - approved Texas SIP or had never been authorized under the federally - approved Texas SIP. 17. Respondent failed to seek and obtain authorization(s) under the federall y approved Texas SIP for the unit - specific changes in emission rates/limitations and other requirements when obtaining their flexible permit, Per mit No. xxxxxx .Page A - 5

18. Therefore, Respondent violated the requirements of 30 TAC Chapter 116 of the federally - approved Texas SIP, approved by EPA under Section 110 of the Act, 42 U.S.C. § 7410. On [Insert date] , notice of these violations was pro vided to Respondent and Texas, as required b y Section 113(a)(1) of the Act, 42 U.S.C. § 7413(a)(1). Count 2 19. On [date of issuance] , Respondent was issued an air operating permit, Permit No. O - xxxxx , a permit issued under the EPA - approved Texas Title V program. 20. Permit No. O - xxxx fails to designate the requirements of Respondent’s flexible permit, Permit No. xxxxxx , as not being federall y enforceable and fails to include all applicable requirements, such as those requirements contained in permits i ssued under the federall y approved Texas SIP. 21. Respondent’s failure to identify the terms and conditions of all permits issued under the federally - approved Texas SIP, as applicable requirements, in its Title V permit application constitutes a violation of 30 TAC § 122.132(e)(2) of the federally - approved Texas Title V program, Title V of the Act and the requirements of 40 C.F.R. § 70.5.Page A - 6 III. TERMS OF SETTLEMENT A. C IVIL PENALTY 22. For the reasons set forth above, Respondent has agreed to pay a civil penalty which has been determined in accordance with Section 113(d) of the CAA, 42 U.S.C. § 7413(d), which authorizes EPA to assess a civil penalty of up to twenty- five thousand dollars ($25,000) 1 per day for each violation of the Act. Upon consideration of the entire record herein, including the Findings of Fact and Conclusions of L aw, which are hereby adopted and made a part hereof, and upon consideration of the size of the business, the economic impact of the penalty on the business, the violator’s full compliance history and good faith efforts to comply , the duration of the violation, pay

ment by the violator of penalties previously assessed for the same violation, the economic benefit of noncompliance, the seriousness of the violation, specific facts an d equities, litigation risks, and other factors as justice may require, INCLUDING Respondent’s agreement to perform the additional terms of settlement set forth below, it is ORDERED that Respondent be assessed a civil penalty

in the amount of XXXXXXXXXXXX dollars ($ xxxxxxx ). 23. Within thirty

(30) day s of Respondent’s receipt of this fully executed CAFO, Respondent shall pay xxxxxxxxxxxx dollars ($ xxxxxxx ) by c ashier’s or certified check made payable to “Treasurer, United States of America, EPA - Region 6 .” Pay ment shall be remitted in one of four (4) ways: regular U.S. Postal Service mail, to include certified mail; overnight mail; wire transfer; or On Li ne Pay ment. For regular U.S. Postal Service mail, U.S. Postal Service certified mail, or U.S. Posta l Service express mail, the check(s) should be remitted to:

1 The Civil Pena lty Inflation Adjustment Act of 1990, 28 U.S.C. § 2461, as amended by 31 U.S.C. § 3701 provides for increases in the statutory penalty provisions ($25,000) cited in the Clean Air Act Stationary Source Civil Penalty Policy dated October 25, 1991 (CAA Penalty Policy). It provides for up to $25,000 per day of violation for violations occurring on or before January 30, 1997; up to $27,500 per day for each such violation occurring after January 30, 1997 through March 15, 2004; up to $32,500 pe r day for each suc h violation occurring after March 15, 2004 through January 12, 2009; and up to $37,500 per day for each such violation occurring after January 12, 2009.Page A - 7 U.S. Environmental Protection Agency Fines and Penalties Cincinnati Finance Center PO Box 979077 St. Louis, MO 63197 - 9000 For overnight mail (non - U.S. Postal Service, e.g. Fed Ex), the c heck(s) should be remitted to:

U.S. Bank 1005 Convention Plaza Mail Station SL - MO - C2GL St. Louis, MO 63101 Contact: Natalie Pearson (314) 418 - 4087 For wire transfer, the payment should be remitted to:

Federal Reserve Bank of New York AB A = 021030004 Account = 68010727 SWIFT address = FRNYUS33 33 L iberty

Street New York, NY 10045 Field Tag 4200 of the Fedwire message should read “D 68010727 Environmental Protection Agency” phone number (412) 234 - 4381. For On - line Pay

me nt: WWW.PAY.GOV Enter sfo 1.1 in search field Open form and complete required fields. PLEASE NOTE: Docket Number CAA - 06 - 20 10 - xxxx shall be clearly t yped on the check to ensure proper credit. The check shall als o be accompanied by a transmittal letter and shall reference Respondent’s name and address, the case name, and docket number of the administrative complaint and CAFO. Respondent’s adherence to this request will ensure proper credit is given when penalties are received for the Region. Respondent shall also send a simultaneous notice of such payment, including a cop y of the money order, or check, and transmittal letter to the following:Page A - 8 Steve Thompson (6EN - AA) U.S. EPA, Region 6 1445 Ross Avenue, S uite 1200 Dallas, TX 75202 - 2733 Region 6 Hearing Clerk U.S. EPA , Region 6 1445 Ross Avenue, Suite 1200 Dallas, TX 75202 - 2733 24. Respondent agrees not to claim, or attempt to claim, a federal income tax deduction or credit covering all or any part of the civil penalty paid to the United States Treasurer. 25. Pursuant to 31 U.S.C. § 3717 and 40 C.F.R. § 13.11, unless otherwise prohibited by law, EPA will assess interest and late pay ment penalties on outstanding debts owed to the United States and a charge to cover the costs of processing and handling a delinquent claim. Interest on the civil penalty assessed in this CAFO will begin to accrue thirty (30) day s after the effective date of the CAFO and will be recovered by EPA on an y amount of th e civil penalty that is not paid by

the respective due date. Interest will be assessed at the rate of the United States Treasury tax and loan rate in accordance with 40 C.F.R. § 13.11(a). Moreover, the costs of the Agency ’s administrative handling of ove rdue debts will be charged and assessed monthly throughout the period the debt is overdue. See 40 C.F.R. § 13.11(b). 26. EPA will also assess a fifteen dollar ($15.00) administrative handling charge for administrative costs on unpaid penalties for the fir st thirty (30) day period after the pay

ment is due and an additional fifteen dollars ($15.00) for each subsequent thirty (30) day period that the penalty remains unpaid. In addition, a penalt y charge of up to six percent per year will be assessed monthly on any

portion of the debt which remains delinquent more than ninety (90)Page A - 9

day s. See 40 C.F.R. § 13.11(c). Should a penalty charge on the debt be required, it shall accrue from the first day

pay ment is delinquent. See 31 C.F.R. § 901.9(d). Other penalti es for failure to make a pay

ment may also apply . 27. Pursuant to Section 113(d)(5) of the Act, 42 U.S.C. § 7413(d)(5), any person who fails to pay

on a timely

basis a civil penalt y ordered or assessed under this section shall be required to pay , in additio n to such penalty and interest, the United States enforcement expenses, including, but not limited to, attorney s fees and costs incurred by the United States for collection proceedings, and a quarterly nonpay ment penalt y for each quarter during which such failure to pay persists. Such nonpay

ment penalty

shall be 10 percent of the aggregate amount of such person’s outstanding penalties and nonpay ment penalties accrued as of the beginning of each quarter. B. ADDITIONAL TERMS OF SETTLEMENT Community Projects 28. [Insert language describing the community project(s) (CPs) in general and referencing the approved final CPs specifically described in Attachment A to the CAFO] 29. The Respondent shall submit a Community Project C ompletion Report ( Completion Report) to EPA within thirty (30) day s of the completion of the community projects described in Paragraph 28 above and Attachment A to this CAFO . The C ompletion R eport shall contain the following information: A. A detailed description of the community projec t(s) as implemented; B. A description of an y operating or logistical problems encountered and the solutions thereto; C. Itemized final costs with copies of receipts for all expenditures;Page A - 10

D. Certification that the community projects h ave been full y implemented pursuant to the provisions of this CAFO ; and E. A description of the environmental, emergency preparedness, and/or public health benefits resulting from implementation of th e community projects . 30 . In itemizing its costs in the Completion Report , Respondent shall clearly identify and provide acceptable documentation for all eligible costs. For purposes of this Paragraph, “acceptable documentation” includes invoices, purchase orders, or other documentation that specificall y identifies and itemize s the individual costs of the goods and/or services for which pay ment is being made. Canceled drafts do not constitute acceptable documentation unless such drafts specificall y identify and itemize the individual costs of the goods and/or services for which pay ment is being made. 31. The Respondent shall submit the following certification in the Completion Report, signed b y a responsible corporate official: I certify under penalty

of law that I have examined and am familiar with the information submitted in this document and all attachments and that, based on my inquiry of those individuals immediately responsible for obtaining the information, Ibelieve that the information is true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including the possibility

of fines and imprisonment. 32. After receipt of the Completion Report described in Paragraph 29 above, EPA will notify

the Respondent, in writing, regarding: (a) any deficiencies in the Comp letion Report itself along with a grant of an additional thirty (30) day s for Respondent to correct an y deficiencies; or (b) indicate that EPA concludes that the project has been completed satisfactoril y; or (c) determine that the project has not been comp leted satisfactorily . 33. If EPA elects to exercise option (a) in Paragraph 32 above, i.e., if the Completion Report is determined to be deficient but EPA has not yet made a final determination about thePage A - 11

adequacy of completion itself, EPA shall permit the Respondent the opportunity to object in writing to the notification of deficiency given pursuant to Paragraph 32 within ten (10) day s of receipt of such notification. EPA and the Respondent shall have an additional thirty (30) day s from the receipt b y EP A of the notification of objection to reach agreement on changes necessary to the Completion Report. If agreement cannot be reached on an y such issue within this thirty (30) day period, EPA shall provide a written statement of its decision on adequacy of the completion of the Community P roject ( s ) to Respondent, which decision shall be final and binding upon the Respondent. The Respondent agrees to compl y with an y requirements imposed by EPA as a result of any failure to compl y with the terms of this CAFO. Inthe event the Community

P roject ( s ) are not completed as contemplated herein, as determined by EPA, the conditions precedent to the release and covenant not to sue provisions set forth in Paragraph 42 herein shall be deemed not to have been satisfied and Respondent is not afforded the protections provided b y those provisions. Emission Unit Requirements 34. Respondent agrees to immediately comply with all emission limitations/standards and monitoring, recordkeeping, and reporting requirements set forth in the Emission Unit Requirements Table, except as provided for in this paragraph. For those emission units identified in Attachment B that require additional emission authorizations under the federally approved Texas SIP and/or additional monitoring, rec ordkeeping, or reporting requirements to ensure continuous compliance with emission limitations or standards, a written compliance plan and schedule has been developed as discussed in Paragraph 35 below. For those emission units identified in Attachment B that cannot achieve immediate compliance, the written compliancePage A - 12

plan and schedule discussed in Paragraph 35 below includes provisions sufficient to bring those units into compliance as expeditiously as possible. Application for Title V Permit Revision [ Preamble - not be included in final CAFO - This section relates to the Compliance Plan and Schedule which will form the basis for effecting the changes identified by the audit report and the Emission Unit Requirements Table (Attachment B) necessary to bring all emission units covered b y R espondent’s flexible permit back into compliance with the requirements of the CAA and the federall y - approved Texas SIP. The Compliance Plan and Schedule will be submitted by the Respondent to the permitting authority , as part of an application for a Title V revision request, and it will include, at a minimum, a detailed schedule meeting the requirements of 30 TAC § 122.132 and 40 C.F.R. § 70.5(c)(8), to obtain full emission requirements for all emission units regulated unde r Respondent’s flexible permit, accomplished through applications for amendments to existing or new authorizations under the federally - approved Texas SIP , otherwise known as the appropriate federally - enforceable permits) . If an additional legall y appropriate permitting mechanism is agreed to by EPA and TCEQ, another permitting option may be agreed to in a CAFO. The final CAFOs will be posted for public review before they become final. ] 35. Within thirty

(30) day s of the effective date of this CAFO, Res pondent agrees to submit an application to the appropriate permitting authority for a Title V permit revision to incorporate the requirements of the Compliance Plan and Schedule, attached as Attachment C to this CAFO and incorporated herein b y reference. The Compliance Plan and Schedule is designed to be at least as stringent as the requirements set for in 40 C.F.R. § 70.5(c)(8) and 30 TAC § 122.132 of the federall y - approved Texas Title V operating permits program. 36. Respondent agrees to comply with th e requirements of the Compliance Plan and Schedule set forth in Attachment C to this CAFO until the Compliance Plan and Schedule is approved into Respondent’s Title V permit(s) and the revised Title V permit(s) becomes effective, after which time Responde nt will comply with the Compliance Plan and Schedule in the effective revised Title V permit.Page A - 13

37. Nothing in the Compliance Plan and Schedule or this CAFO shall be interpreted to limit the authority

to impose more stringent requirements in Respondent’ s Title V permit(s) or in Respondent’s underl yi ng authorizations or requirements of the Texas SIP, including the appropriate federall y - enforceable permit(s). Other Settlement Terms 3 8 . Nothing in this agreement shall be construed as prohibiting, alt ering or in any way limiting the ability

of EPA to seek an y other remedies or sanctions available by virtue of the Respondent's violation of this agreement or of the statutes and regulations upon which this agreement is based, or for the Respondent's violation of an y applicable provision of law. 39 . Any

public statement, oral or written, in print, film, or other media, made by the Respondent making reference to the Community Project(s) s hall include the following language, "This project was undertaken in co nnection with the settlement of an enforcement action taken by the U.S. Environmental Protection Agency for violations of the federal CAA .” 4 0 . This CAFO shall not relieve the Respondent of its obligation to comply with all applicable provisions of federal , state or local law, nor shall it be construed to be a ruling on, or determination of, an y issue related to an y federal, state or local permit, nor shall it be construed to constitute EPA approval of an y equipment or technology installed by

the Respondent in connection with an y Community Project undertaken pursuant to this CAFO. Nothing in this CAFO shall be construed to prohibit or prevent the federal, state, or local government from developing, implementing, and enforcing more stringent standards through rulemaking, the permit process, or as otherwise authorized or required.Page A - 14

4 1 . This document is a “Final Order” as that term is defined in the CAA Penalty Policy for the purpose of demonstrating a history of “prior such violations.” IV. RELEASE AND COVENAN T NOT TO SUE 4 2 . In consideration of Respondent's obligations under this CAFO and subject to the limitations and conditions herein , EPA releases and covenants not to sue Responde nt, with respect to the emission units listed in the Emission Unit Requirements Table in Attachment B to this CAFO , for the c ivil violations alleged herein that may have occurred prior to the effective date of this CAFO. 4 3 . The release and covenant not to sue described above does not extend to any other requirements of the Act , including but not limited to , requirements that relate to emission units at Respondent’s facility

which are not listed in the Emission Unit Requirements Table (Attachment B to this CAFO). 4 4 . The release and covenant not to sue described herein covers Respondent’s liability for civil violations with respect to an emission unit listed in the Emission Unit Requirements Table (Attachment B to this CAFO) if, and onl y if, Respondent complies with all terms and conditions of this CAFO, including the receipt of a revised and effective Title V permit incorporating the Compliance Schedule set forth in this CAFO.Page A - 15 V. RETENTION OF ENFORCEMENT RIGHTS 4 5 . EPA does not waive an y rights or remedies available to EPA for any violations by the Respondent of an y other F ederal laws, regulations, statutes, or permitting programs not the subject of this action. 4 6 . Nothing in this CAFO shall relieve Respondent of the duty to compl y with all applicable provisions of the CAA. VI. COSTS 4 7 . Each party

shall bear its own costs and attorney s fees. IT IS SO AGREED: FOR THE RESPONDENT:

Date: ________________ Name of Authorized party: ___________________ Title of Authorized Party:_____

_______________ [Name of Audit Participant] FOR THE COMPLAINANT: Date: _________________ John Blevins Director Compliance Assurance and Enforcement DivisionPage A - 16 FINAL ORDER Pursuant to Section 113(d) of the CAA (Act), 42 U.S.C. § 7413(d), and the Consolidated Rules of Practice Governing the Administrative Assessment of Civil Penalties, 40 C.F.R. Part 22, the foregoing Consent Agreement is hereb y r atified. This Final Order shall not in any case affect the right of EPA or the United States to pursue appropriate injunctive or other equitable relief or criminal sanctions for an y violations of law. This Final Order shall resolve only those causes of a ction alleged in this CAFO. The successful completion of the terms of settlement set forth in Paragraphs 28 through 4 1 are conditions precedent to the release and covenant not to sue provisions set forth in Paragraphs 4 2 through 4 4 of the this CAFO. Noth ing in this Final Order shall be construed to waive, extinguish, or otherwise affect Respondent’s (or its officers, agents, servants, emplo yees, successors, or assigns) obligation to comply with all applicable federal, state, and local statutes and regulat ions, including the regulations that were the subject of this action. The Respondent is ordered to compl y with the terms of settlement as they relate to the assessment of civil penalties as set forth in the Consent Agreement. In accordance with 40 C.F.R . § 22.31(b), this Final Order shall become effective upon filing with the Regional Hearing Clerk. Dated __________________ Michael Barra Regional Judicial Officer U.S. EPA, Region 6Page A - 17 CERTIFICATE OF SERVI CE I hereb y certify

that on the day

of , 2010, the original and one copy of the foregoing Complaint and Consent Agreement and Final Order (“Complaint and CAFO”) was hand delivered to the Regional Hearing Clerk, U.S. EPA - Region 6, 1445 Ross Avenue, Suite 1200, Dallas, Texas 75202 - 2733, and a true and correct copy was delivered to the following individual(s) by the method indicated below: CERTIFIED MAIL - RETURN RECEIPT REQUESTED: ________________________ Name of authorized party : _______________________ Title of authorized party : ________________________ [Name of Audit Participant] Address :

U.S. EPA, Region 6 Dallas, Texas