CONSENT DECREE

JAMES V. SELNA, District Judge.

The following Consent Decree is entered into by and between Plaintiffs Inland Empire Waterkeeper and Orange County Coastkeeper on the one hand ("Plaintiffs" or "Waterkeeper"), and Defendant Union Pacific Railroad Company ("Defendant" or "Union Pacific") on the other hand. The entities entering into this Consent Decree are each an individual "Party" and collectively "Parties."

WHEREAS, Inland Empire Waterkeeper is a program of Orange County Coastkeeper. Orange County Coastkeeper is a non-profit public benefit corporation, whose mission is to protect and promote sustainable water resources that are swimmable, drinkable, and fishable;

WHEREAS, Union Pacific operates a facility for locomotive and railcar maintenance, cleaning and related materials handling and storage in certain designated areas, and operates the remainder of the site for spotting and classifying rail cars, configuring trains, and as a main rail line corridor, with its main address at 19700 Slover Avenue, Colton, California 90810 ("Facility");

WHEREAS, Waterkeeper alleges that Union Pacific is an owner and operator of the Facility;

WHEREAS, at certain locations at the Facility, Union Pacific discharges storm water regulated by the National Pollutant Discharge Elimination System ("NPDES") General Permit NO CAS000001 [State Water Resources Control Board] Water Quality Order No. 92-12-DWQ, as amended by Order No. 97-03-DWQ ("Storm Water Permit") and the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq. ("Clean Water Act" or "CWA"), Sections 301(a) and 402, 33 U.S.C. §§ 1311(a), 1342;

WHEREAS, on or about April 29, 2013, Waterkeeper served Union Pacific, the United States Environmental Protection Agency ("EPA"), EPA Region IX, the California State Water Resources Control Board ("State Board") and the Regional Water Quality Control Board for the Santa Ana Region ("Regional Board") with a 60-day notice of intent to file suit ("Notice Letter") for alleged violations of the Clean Water Act. The Notice Letter alleged that Union Pacific had violated and is continuing to violate Sections 301(a) and 402 of the CWA, 33 U.S. C. §§ 1311(a), 1342, by discharging pollutants in violation of the Storm Water Permit and the Clean Water Act;

WHEREAS, on or about June 27, 2013, Union Pacific provided Waterkeeper with a revised Stormwater Pollution Prevention Plan ("SWPPP") for the Facility and offered Waterkeeper representatives an opportunity to inspect the Facility, which inspection occurred on September 27, 2013;

WHEREAS, on or about July 3, 2013, Waterkeeper filed a complaint against Defendant in the United States District Court, Central District of California (Case No. SACV13-1003 JVS (ANx)) (hereinafter "Complaint");

WHEREAS, Waterkeeper's Complaint alleges Defendant to be in violation of the substantive and procedural requirements of the Storm Water Permit and the Clean Water Act;

WHEREAS, Defendant denies all claims and allegations in the Notice Letter and Complaint, and denies that Waterkeeper is entitled to any relief whatsoever;

WHEREAS, the Parties have agreed that it is in their interests to enter into a Consent Decree setting forth terms and conditions appropriate to resolving the allegations set forth in the Notice Letter and Complaint with no admission of liability or the validity of any claim, allegation or defense, and without incurring the time and expense of further proceedings;

WHEREAS, all actions taken by Defendant pursuant to this Consent Decree shall be made in compliance with all applicable Federal and State laws and local rules and regulations.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED BY AND BETWEEN THE PARTIES, AND ORDERED AND DECREED BY THE COURT, AS FOLLOWS:

1. For purposes of entry and enforcement of this Consent Decree, the Parties acknowledge and agree that the United States District Court for the Central District of California has jurisdiction over the subject matter of this action pursuant to Section 505(a)(1)(A) of the Clean Water Act, 33 U.S.C. § 1365(a)(1)(A);

2. For purposes of entry and enforcement of this Consent Decree, the Parties acknowledge and agree that venue is appropriate in the Central District pursuant to Section 505(c)(1) of the Clean Water Act, 33 U.S.C. § 1365(c)(1), because the Facility is located within this District;

3. For purposes of entry and enforcement of this Consent Decree, the Parties acknowledge and agree that the Complaint states claims upon which relief may be granted pursuant to Section 505 of the Clean Water Act, 33 U.S.C. § 1365;

4. For purposes of entry and enforcement of this Consent Decree, the Parties acknowledge and agree that Plaintiffs have standing to bring this action;

5. The Court shall retain jurisdiction over this matter for purposes of enforcing the terms of this Consent Decree for the life of the Consent Decree, or as long thereafter as is necessary for the Court to resolve any motion to enforce this Consent Decree.

I. AGENCY REVIEW AND TERM OF CONSENT DECREE

6. Within three (3) business days of final execution of this Consent Decree by the Parties, Plaintiffs shall submit this Consent Decree to the United States Department of Justice and the United States Environmental Protection Agency (collectively "Federal Agencies") for the 45-day period for agency review, consistent with 33 U.S.C. § 1365 and 40 C.F.R. § 135.5. In the event that the Federal Agencies object to entry of this Consent Decree, the Parties agree to meet and confer to attempt to resolve the issue(s) raised by the Federal Agencies within a reasonable amount of time.

7. Promptly upon the earlier of (1) the 45th day following the Federal Agencies' receipt of the Consent Decree, or (2) the date on which the Federal Agencies provide notice that they require no further review, Plaintiffs shall confirm to the Court that the Federal Agency review is complete and request that the Court proceed with approval of the Consent Decree.

8. The "Effective Date," as used in this Consent Decree, shall mean the date on which the Court approves and enters this Consent Decree following the Federal Agencies' review.

9. This Consent Decree shall terminate three (3) years from the Effective Date, unless as of that date there is a pending motion to enforce this Consent Decree, in which case the Consent Decree will terminate upon the earlier of (1) the Court's ruling on such motion if it resolves the dispute, or (2) fifteen (15) days following the Parties' notice to the Court of agreement by the Parties that the dispute that is the subject of the pending motion has been fully resolved ("Termination Date").

II. COMMITMENTS OF THE PARTIES

A. Facility Discharge Locations and Pollution Reduction Measures.

10. Defendant shall continue to implement Best Management Practices ("BMPs"), and to evaluate and implement additional BMPs as necessary, to ensure that storm water regulated by the Storm Water Permit discharges only from the Facility at discharge locations SW-01, SW-05, and SW-06 (subject to modification of these discharge locations as may be allowed under the Storm Water Permit). These discharge locations are identified on Figures 2-2A, 2-2B, 2-2E and 2-2F, attached hereto as Exhibit A.

11. In addition to maintaining the current BMPs at the Facility, Defendant shall develop and implement the BMPs identified herein, as well as any other BMPs necessary to comply with the provisions of this Consent Decree and the Storm Water Permit.

12. Defendant shall continue to implement BMPs, and continue to develop and implement additional BMPs, as necessary, to ensure that non-storm water is not discharged from regulated areas of the Facility except as authorized by Special Conditions D.1.a and b of the Storm Water Permit.

13. Evaluation of Measures to Address Commingling: Union Pacific will conduct an engineering evaluation of the drainage from regulated and unregulated areas upgradient of and discharging to SW-01 and SW-06. A progress report, scope and schedule for completion of this engineering evaluation was provided to Waterkeeper on December 2, 2013. The final engineering evaluation will include an evaluation of at least the following minimum elements: (1) measures to reduce, or eliminate commingling of storm water from regulated and unregulated areas at and around the Locomotive Service Track area and the One Spot/RIP Track area that discharge to SW-01 and SW-06, respectively; and (2) current BMPs and, if necessary, additional BMPs, including the possibility of additional treatment, in such regulated areas. The results of the engineering evaluation shall be set out in written plans and sent to Waterkeeper by March 31, 2014 ("Locomotive Service Track Commingling Evaluation and Plan") and May 31, 2014 ("One Spot/RIP Track Commingling Evaluation and Plan"). Waterkeeper shall have thirty (30) days from receipt of each such commingling evaluation and plan to provide comments, if any, to Union Pacific.

14. Evaluation of SW-05/Car Department: Union Pacific will conduct an evaluation of the drainage from the Car Department to determine whether storm water discharges from SW-05 have the potential to reach jurisdictional waters of the United States, and if so, to determine whether (1) samples of storm water discharged at SW-05 should be analyzed for metals pursuant to paragraph 26 below, and/or (2) additional BMPs implemented to further reduce potential sources of pollutants in storm water at regulated areas of the Car Department, including the possibility of indoor storage of and/or covering potential pollutant sources. The results of this engineering evaluation shall be set out in written plans and sent to Waterkeeper by May 31, 2014 ("Car Department Evaluation and Plan"). Waterkeeper shall have thirty (30) days from receipt of the Car Department Evaluation and Plan to provide comments, if any, to Union Pacific.

B. Reduction of Pollutants in Discharges.

15. Storm Water Pollutant Reduction. Beginning with the 2014/2015 wet season, identified in the Storm Water Permit as October 1-May 30 (hereinafter "Wet Season"), pollutants in discharges subject to the Storm Water Permit shall not exceed the concentrations in Table 1, as provided in this Consent Decree.

Table 1. Concentrations for Storm Water Discharges

16. The Parties agree that if an amendment to the Storm Water Permit is adopted that eliminates specific conductance as an analytical parameter during the pendency of this Consent Decree, specific conductance will no longer be considered a parameter in Table 1 above and no further analysis for specific conductance will be required by this Consent Decree.

17. Action Plan for Table 1 Exceedances. If any storm water sample collected at the Facility, pursuant to the Storm Water Permit or this Consent Decree, contains a level of pollutant(s) above a Table 1 concentration, Union Pacific shall submit a plan for reducing the discharge of such pollutant(s) to achieve the Table 1 concentrations ("Action Plan"). In any year that an Action Plan is required, it shall be submitted to Waterkeeper by July 1 following the Wet Season during which the exceedance(s) occurred.

18. Action Plan Requirements. Each Action Plan submitted shall include at a minimum: (1) the identification of the pollutant(s) discharged in excess of the Table 1 concentration(s), (2) an assessment of the source for each pollutant exceedance, (3) the identification of additional BMPs, including the possibility of additional treatment, to reduce pollutants in storm water to below Table 1 concentrations, and (4) time schedules for implementation of the proposed BMPs. The time schedule(s) for implementation shall be developed with good faith efforts to have all BMPs implemented prior to the next Wet Season, and shall include an explanation of any inability to implement the additional BMPs prior to the next Wet Season.

19. Action Plan Review. Waterkeeper shall have thirty (30) days upon receipt of Union Pacific's Action Plan to provide Union Pacific with comments. Within thirty (30) days of Union Pacific's receipt of Waterkeeper's comments on the Action Plan, Union Pacific shall accept and incorporate Waterkeeper's comments of recommended BMPs into the Action Plan, or shall provide Waterkeeper with a written explanation if Union Pacific refuses to develop and/or implement any of Waterkeeper's recommended BMPs. It is the Parties' intent that disputes regarding the adequacy of a particular BMP shall not impact the schedule for implementing any other BMP set forth in the Action Plan. Disputes relating to the Action Plan shall be resolved pursuant to the dispute resolution provisions of this Consent Decree, set out in Section III below.

20. Within ninety (90) days following the completion of Action Plan review, Union Pacific shall revise its SWPPP and/or the Monitoring & Reporting Program ("M&RP"), as applicable, to reflect the changes required by the Action Plan. "Completion of Action Plan review," as used herein, shall mean (1) the date on which any disputes relating to the Action Plan are resolved or, if there are no disputes, (2) thirty (30) days following Union Pacific's receipt of Waterkeeper's comments on the Action Plan or, if there are no comments, (3) thirty (30) days following Waterkeeper's receipt of Union Pacific's Action Plan. Union Pacific shall notify Waterkeeper when the Action Plan has been completely implemented, and shall submit the revised SWPPP and/or M&RP to Waterkeeper for review and comment as set out in paragraphs 23 and 31 below.

C. Storm Water Pollution Prevention Plan.

21. Revising the SWPPP. Union Pacific shall revise the SWPPP if there are any changes in the Facility's operations that affect compliance with the Storm Water Permit, including but not limited to changes to storm water discharge point(s) and/or changes or additions to the BMPs at the Facility, and shall include a schedule for implementation, whether made pursuant to an Action Plan or not, in accordance with the Storm Water Permit. In addition, within thirty (30) days of the Effective Date, Union Pacific shall revise the SWPPP for the Facility to update any information required by the Storm Water Permit and/or this Consent Decree, including but not limited to the following:

a. Updating SWPPP Table 1-1 as needed to identify the individual(s) currently responsible for compliance with the Storm Water Permit and this Consent Decree, including specifying which individual is responsible for what area of compliance;

b. Revising the Facility site map and site description to reflect any updated information concerning areas associated with vehicle maintenance and equipment cleaning occurring at the Facility, including, but not limited to, immediate access roads, areas of material handling and storage and discharge locations (subject to modification of these discharge locations as may be allowed under the Storm Water Permit), and

c. Revising the list of significant materials description regulated by the Storm Water Permit to include any updated information concerning such materials and the locations where such materials are being stored, received, shipped, and handled.

22. Employee Training. Within thirty (30) days of the Effective Date, Union Pacific shall update its existing storm water compliance training program for the Facility with information concerning the requirements of this Consent Decree and any updated SWPPP information (hereinafter "Training Program"). The Training Program shall be implemented as provided in Section 5.1.6 and Table 1-1 of the SWPPP such that Union Pacific's Training Program shall address: (a) the requirements of this Consent Decree, (b) spill prevention and response (identifying potential spill areas, drainage routes, and implementing the Facility's spill response procedures), (c) good housekeeping practices based on BMPs in the SWPPP and the Consent Decree, and (d) material management practices and material storage requirements based on BMPs in the SWPPP and Consent Decree. Union Pacific shall maintain records of the subject matter and attendance at the training, and shall provide Waterkeeper with a copy of such records within ten (10) business days of receipt of a written request.

23. Waterkeeper's Review of Revised SWPPPs. Union Pacific shall submit each revised Facility SWPPP to Waterkeeper for review and comment within ten (10) business days of its completion. Waterkeeper shall provide comments on the revisions to the SWPPP, if any, to Union Pacific within thirty (30) days of receipt of such revised SWPPP. Union Pacific shall incorporate Waterkeeper's comments into the SWPPP or explain in writing why any comment is not incorporated within thirty (30) days of receiving Waterkeeper's comments. Any disputes over the revisions to the SWPPP shall be resolved pursuant to the dispute resolution provisions of this Consent Decree, set out in Section III below.

D. Sampling, Monitoring, and Reporting Plan.

24. Revising the M&RP. Within thirty (30) days of Effective Date, Defendant shall revise the M&RP for the Facility to update any information required by the revised SWPPP, Storm Water Permit and/or this Consent Decree.

25. Storm Water Sampling Locations and Methods. For the life of this Consent Decree, Union Pacific shall collect samples from SW-01, SW-05, and SW-06 (subject to modification of these discharge locations as may be allowed under the Storm Water Permit), as identified on Exhibit A, and shall analyze the samples for Total Suspended Solids, pH, Oil and Grease, and (subject to paragraph 16 above) Specific Conductance, as provided in the Storm Water Permit and set forth herein.

26. In addition, for the life of this Consent Decree, Union Pacific will collect samples from SWT-01 and SWT-02, as identified on Exhibit A, from four (4) storm events that produce a discharge beginning in the 2013/2014 Wet Season (provided there are four (4) or more storm events that produce a discharge during any such Wet Season), and shall analyze such samples for the parameters in Table 1, set forth above. If copper, iron, zinc, or aluminum is detected above the applicable concentrations in Table 1 in the storm water samples collected at either SWT-01 or SWT-02, Union Pacific will expand its M&RP to analyze samples collected from SW-01 and SW-06 (subject to modification of these discharge locations based on the results of the engineering evaluations described in paragraphs 13 and 14 herein, and as may be allowed under the Storm Water Permit), and any other discharge location regulated under the Storm Water Permit, for all Table 1 parameters beginning with the 2014/2015 Wet Season, and for the remainder of the life of the Consent Decree, subject to paragraph 29 below.

27. Storm Water Sampling Frequency. For the life of this Consent Decree, Union Pacific shall collect storm water discharge samples from the first storm event of the Wet Season and from three (3) others for a total of samples from four (4) storm events that produce a discharge during the 2013/2014, 2014/2015, 2015/2016 Wet Seasons (provided there are four (4) or more storm events that produce a discharge during those seasons). Samples shall be collected during the first hour of each storm event using Vortex samplers, and shall be retrieved from the Vortex sampler on the first business day following a storm event (at which time each Vortex sampler shall be reset to sample from the next storm event), and all such samples shall be analyzed if preceded by at least two (2) days without a storm water discharge.

28. Sampling Analysis and Methodology. Union Pacific will continue to adhere to all applicable sampling methodologies and protocols, as provided in SWPPP Section 4.2 and Table 4-1, including sample "hold time," and shall continue to use a laboratory accredited by the State of California to conduct the analysis required by this Consent Decree. When having samples analyzed pursuant to this Consent Decree, Union Pacific will instruct the laboratory to (1) analyze each storm water sample for the parameters set forth in Table 1, (2) analyze metals for total recoverable and dissolved metals, and hardness, as provided in Table 1, and (3) use analytical methods adequate to detect the individual contaminants at or below the values specified in Table 1. Union Pacific shall provide samples to the laboratory promptly after retrieval from the Vortex samplers and shall request that the analysis be completed within the laboratory's standard turnaround time.2 Union Pacific agrees to provide the complete laboratory results to Waterkeeper within five (5) business days of Union Pacific's receipt of the results.

29. Sampling Reduction. Union Pacific may discontinue analyzing storm water samples collected pursuant to this Consent Decree at any discharge point(s) for a parameter listed in Table 1, if the sample result is within the applicable Table 1 concentrations for four (4) consecutive sampling events, and Union Pacific has collected and analyzed the sample in accordance with this Consent Decree and the Storm Water Permit.

30. Visual Observations. Union Pacific shall continue to conduct monthly storm water and non-storm water visual observations at SW-01, SW-05, and SW-06 (subject to modification of these discharge locations as may be allowed under the Storm Water Permit), and shall continue to document such monthly visual observations, as required by Sections B.3.d. and B.4.c. of the Storm Water Permit and consistent with SWPPP Section 4. Union Pacific shall provide Waterkeeper with a copy of these records within ten (10) business days of receipt of a written request.

31. Waterkeeper's Review of Revised M&RPs. Union Pacific shall submit each revised Facility M&RP to Waterkeeper for review and comment within ten (10) business days of its completion. Waterkeeper shall provide comments, if any, to the Defendant within thirty (30) days of receipt of the M&RP. Union Pacific shall incorporate Waterkeeper's comments into the M&RP or explain in writing why any comment is not incorporated within thirty (30) days of receiving Waterkeeper's comments. Any disputes over the adequacy of the M&RP shall be resolved pursuant to the dispute resolution provisions of this Consent Decree, set out in Section III below.

E. Site Inspections and Monitoring Costs.

32. Site Inspections. Waterkeeper and its representative(s), may conduct up to two (2) Wet Season site inspections and two (2) dry season site inspections per year at the Facility during the life of this Consent Decree. The site inspections shall occur during normal business hours and shall be subject to (1) at least twenty-four (24) hours' written notice by Waterkeeper to Union Pacific prior to each Wet Season site inspection and forty-eight (48) hours' written notice prior to each dry season site inspection; (2) the Waterkeeper representatives' agreement to be escorted by an authorized Union Pacific representative at all times during the inspection; and (3) the Waterkeeper representatives' compliance with all safety equipment requirements and directives of Union Pacific's authorized representative during the inspection. If Waterkeeper's noticed date cannot be accommodated due to the unavailability of an authorized Union Pacific representative to escort the Waterkeeper representatives during the inspection, Union Pacific will promptly notify Waterkeeper and provide one or more reasonable alternative dates for such inspection.

33. Scope of Inspections. During the site inspections, Waterkeeper and its representatives shall be allowed access to the Facility's SWPPP, M&RP, and other storm water monitoring records, reports, and sampling data for the Facility. During the site inspections, Waterkeeper and/or its representatives may collect samples of discharges from the Facility. A certified California laboratory shall analyze samples collected by Waterkeeper and copies of the lab reports shall be provided to Union Pacific within five (5) business days of receipt. All such sampling and analysis shall be at Waterkeeper's sole expense. At the request of Union Pacific, the samples shall be split and one half provided to Union Pacific so as to allow Union Pacific to have its own certified California laboratory analyze the samples, in which case Union Pacific shall provide the laboratory results to Waterkeeper within five (5) business days of receipt.

34. Reporting and Document Provision. During the life of this Consent Decree, Union Pacific shall provide Waterkeeper with copies of all documents related to water quality at the Facility that are submitted to the Regional Board, the State Board, and/or any State or local agency, county, or municipality. Such reports and documents shall be provided to Waterkeeper concurrently as they are sent to the agencies, counties, and/or municipalities. Any correspondence related to Union Pacific's compliance with the Storm Water Permit or storm water quality at the Facility received by Union Pacific from the Regional Board, the State Board, the EPA, and/or any State or local agency, county or municipality, shall be provided to Waterkeeper within five (5) business days of receipt by Union Pacific.

35. Oversight Costs. Union Pacific agrees to partially defray Waterkeeper's review of information and monitoring of compliance with this Consent Decree in the amount of Five Thousand Dollars ($5,000.00) per year, each year, for the term of this Consent Decree, for a total of Fifteen Thousand Dollars ($15,000.00). The payment shall be made within thirty (30) days of the Effective Date, made payable to: "Orange County Coastkeeper," and delivered by certified mail or overnight delivery to: Orange County Coastkeeper, 3151 Airway Avenue, Suite F-110, Costa Mesa, California 92626.

F. Environmental Mitigation Project, Litigation Fees and Costs, Stipulated Penalties and Interest.

36. Environmental Mitigation Project. Union Pacific agrees make a payment of Forty Thousand Dollars ($40,000.00) to the O.C./I.E. Public Interest Green Fund to fund environmental project activities that will benefit the Santa Ana River and its watershed. Payment shall be made within thirty (30) days of the Effective Date, payable to the "O.C./I.E. Public Interest Green Fund" and delivered by certified mail or overnight delivery to: Orange County Community Foundation, 4041 MacArthur Boulevard, Suite 510, Newport Beach, California 92660.

37. Waterkeeper's Litigation Costs. To partially reimburse Waterkeeper for its investigation fees and costs, expert/consultant fees and costs, reasonable attorneys' fees, and other costs incurred as a result of investigating and filing the lawsuit, and negotiating and seeking Court approval of this Consent Decree, Union Pacific shall pay a total of One Hundred and Twenty Thousand Dollars ($120,000.00). Payment shall be made within thirty (30) days of the Effective Date, payable to: "Orange County Coastkeeper" and delivered by certified mail, wire transfer, or overnight delivery to: Orange County Coastkeeper, 3151 Airway Avenue, Suite F-110, Costa Mesa, California 92626.

38. Stipulated Payment. In the event Waterkeeper believes that Union Pacific has missed any deadline specified in the Consent Decree, Waterkeeper shall provide written notice to Union Pacific of such missed deadline. Union Pacific shall have five (5) business days from receipt of such notice to respond to Waterkeeper and, if necessary, cure such delinquency. If Union Pacific fails to respond and, if necessary, cure such alleged delinquency within five (5) days of receipt of Waterkeeper's notice, then Union Pacific shall make a stipulated payment of One Thousand Dollars ($1,000.00) for the missed deadline identified in Waterkeeper's notice. Payments made pursuant to this paragraph shall be made within thirty (30) days, payable to "O.C./I.E. Public Interest Green Fund" for the restoration and/or improvement of the Santa Ana River watershed, and shall be delivered by certified mail or overnight delivery to: Orange County Community Foundation, 4041 MacArthur Boulevard, Suite 510, Newport Beach, California 92660, with a confirmation copy to Waterkeeper. Any disputes over whether a deadline was missed shall be resolved pursuant to the dispute resolution provisions of this Consent Decree, set out in Section III below.

III. DISPUTE RESOLUTION

39. This Court shall retain jurisdiction over this matter for the life of this Consent Decree for the purposes of enforcing the terms and conditions of this Consent Decree, and adjudicating all disputes among the Parties that may arise under the provisions of this Consent Decree. The Court shall have the power to enforce this Consent Decree with all available legal and equitable remedies, including contempt.

40. Meet and Confer. A Party to this Consent Decree shall invoke the dispute resolution procedures of this Section by notifying the other Party in writing of the matter(s) in dispute. The Parties shall then meet and confer in good faith (either telephonically or in person) in an attempt to resolve the dispute over a period of ten (10) days from the date of the notice. The Parties may elect to extend this time in an effort to resolve the dispute without court intervention.

41. Court Intervention. If the Parties cannot resolve a dispute by the end of meet and confer informal negotiations, the party invoking the dispute resolution provision may invoke formal dispute resolution by filing a motion before the United States District Court for the Central District of California. The Parties agree to request an expedited hearing schedule on the motion.

42. Attorneys Fees and Costs. If a Party initiates a motion or proceeding before the Court to enforce the terms and conditions of this Consent Decree, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in conducting the meet and confer or otherwise addressing and/or resolving any dispute, including an alleged breach, in accordance with the standard established by Section 505 of the Clean Water Act, 33 U.S.C. §§ 1365 and 1319, and case law interpreting that standard.

IV. MUTUAL RELEASE OF LIABILITY AND COVENANT NOT TO SUE

43. Waterkeeper's Release. Upon the Effective Date of this Consent Decree, Inland Empire Waterkeeper and Orange County Coastkeeper, and each of them, on their own behalf and on behalf of their respective current and former officers, directors, employees, predecessors, successors, assigns, agents, attorneys, and other representatives release all persons including, without limitation, Union Pacific Railroad Company and each of its current and former officers, directors, employees, shareholders, agents, attorneys, consultants, representatives, predecessors, successors, and assigns, and each of their officers, directors, members, employees, shareholders, agents, attorneys, consultants, and other representatives, past and present, from, and waive, any and all claims which were alleged or could have been alleged in the Notice Letter and/or the Complaint, or which otherwise directly or indirectly arise from or pertain to this action, including all claims for injunctive relief, penalties, fees (including without limitation fees of attorneys, experts, and others), liabilities, costs, expenses or any other sum incurred or claimed, occurring or arising up and including to the Effective Date.

44. Union Pacific's Release. Upon the Effective Date of this Consent Decree, Union Pacific Railroad Company, on its own behalf and on behalf of its current and former officers, directors, employees, agents, attorneys, consultants, representatives parents, subsidiaries, predecessors, successors and assigns, and their agents, attorneys, and other representatives, release Waterkeeper (and its current and former officers, directors, employees, members, parents, subsidiaries, and affiliates, and each of their successors and assigns, and its agents, attorneys, and other representatives) from, and waive, any and all claims which relate to the allegations in the Notice Letter and/or the Complaint, or which otherwise directly or indirectly arise from or pertain to this action, including all claims for injunctive relief, penalties, fees (including without limitation fees of attorneys, experts, and others), liabilities, costs, expenses or any other sum incurred or claimed, occurring or arising up and including to the Effective Date.

45. Waiver of California Civil Code § 1542. Upon the Effective Date of this Consent Decree, the Parties further expressly waive any rights or benefits available to them under the provisions of California Civil Code § 1542, which provides as follows:

46. Covenant Not to Sue. For the period beginning on the Effective Date and ending on the Termination Date, Waterkeeper agrees that neither Inland Empire Waterkeeper nor Orange County Coastkeeper, nor their current or former officers, directors, employees, successors, assigns, agents, attorneys and/or other representatives, or any of them, will file any lawsuit against Union Pacific relating in any way, directly or indirectly, to the claims and allegations of the Notice Letter, the claims and allegations of the Complaint, and/or the matters addressed by this Consent Decree, excepting only an action to enforce this Consent Decree.

47. Dismissal. Waterkeeper shall dismiss the Complaint in its entirety, with prejudice, immediately after the Court approves and enters this Consent Decree.

48. Nothing in this Consent Decree limits or otherwise affects Waterkeeper's right to address or take any position that it deems necessary or appropriate in any formal or informal proceeding before a regulatory agency, or any other judicial or administrative body on any other matter relating to Defendant's compliance with the Storm Water Permit or the Clean Water Act occurring or arising after the Effective Date of the Consent Decree but specifically excluding the discharges and all other matters addressed by this Consent Decree.

V. MISCELLANEOUS PROVISIONS

49. No Admission of Liability. Neither this Consent Decree, nor any actions taken pursuant to this Consent Decree, nor any payment pursuant to the Consent Decree shall constitute or be construed as a finding, adjudication, admission or acknowledgment of any fact, law, or liability, nor shall it be construed as an admission of violation of any law, rule, or regulation, or the validity of any claim, allegation or defense. Defendant maintains and reserves all defenses it may have to any alleged violations.

50. Force Majeure. No Party shall be considered to be in default in the performance of any of its obligations under this Consent Decree when performance becomes impossible due to circumstances beyond the Party's control, including Force Majeure, which includes any act of God, war, fire, earthquake, windstorm, flood or natural catastrophe; civil disturbance, vandalism, sabotage or terrorism; restraint by court order or public authority or agency; or action or non-action by, or inability to obtain the necessary authorizations or approvals from any governmental agency. Impossibility and/or Force Majeure shall not include normal inclement weather, economic hardship, or inability to pay. Any party seeking to rely upon this paragraph to excuse or postpone performance, shall have the burden of establishing that it could not reasonably have been expected to avoid the impossibility or Force Majeure event and which by exercise of due diligence has been unable to overcome the failure of performance. The Parties shall exercise due diligence to resolve and remove any impossibility or Force Majeure event. Delay in compliance with a specific obligation under this Consent Decree due to impossibility or Force Majeure as defined in this paragraph shall not excuse or delay compliance with any or all other obligations required under this Consent Decree.

51. Construction. The language in all parts of this Consent Decree shall be construed according to its plain and ordinary meaning, except as to those terms defined in the Storm Water Permit, the Clean Water Act, or specifically herein.

52. Choice of Law. The laws of the United States shall govern this Consent Decree.

53. Severability. In the event that any provision, paragraph, section, or sentence of this Consent Decree is held by a court to be unenforceable, the validity of the enforceable provisions shall not be adversely affected.

54. Notices. All written notices required herein or any other correspondence pertaining to this Consent Decree shall be sent by overnight delivery service and/or email transmittal as follows:

Electronic notices and communications shall be deemed given and received on the date received by email if transmitted to all recipients by email between 12:01 a.m. and 5:00 p.m. (Pacific Time) on business weekdays; electronic notices and communications shall be deemed given and received on the next business weekday if transmitted to all recipients by email between 5:01 p.m. and 12:00 midnight (Pacific Time) on business weekdays; and notices and other communications sent by overnight delivery shall be deemed given and received on the next business weekday after having been deposited with an overnight mail/delivery service. Any change of address or addresses shall be communicated in the manner described above for giving notices.

55. Effect of Consent Decree. Except as provided herein, Plaintiffs do not, by their consent to this Consent Decree, warrant or aver in any manner that Defendant's compliance with this Consent Decree will constitute or result in compliance with any Federal or State law or regulation. Nothing in this Consent Decree shall be construed to affect or limit in any way the obligation of Defendant to comply with all Federal, State, and local laws and regulations governing any activity required by this Consent Decree.

56. Counterparts. This Consent Decree may be executed in any number of counterparts, all of which together shall constitute one original document. Electronic, email and/or facsimile copies of original signatures duly authorized by the signatory shall be deemed to be originally executed counterparts of this Consent Decree.

57. Modification of the Consent Decree. This Consent Decree, and any provisions herein, may not be changed, waived, discharged, or terminated unless by a written instrument agreed to and executed by the Parties and submitted for approval by the Court.

58. Full Settlement. This Consent Decree constitutes a full and final settlement of this matter.

59. Integration Clause. This is an integrated Consent Decree. This Consent Decree is intended to be a full and complete statement of the terms of the agreement between the Parties and expressly supersedes any and all prior oral or written agreements covenants, representations, and warranties (express or implied) concerning the subject matter of this Consent Decree.

60. Authority. The undersigned representatives for Plaintiffs and Defendant each certify that he/she is fully authorized by the Party whom he/she represents to enter into the terms and conditions of this Consent Decree, and the Parties certify that each of their undersigned representatives are fully authorized to enter into this Consent Decree, to execute it on behalf of the Parties, and to legally bind the Parties to its terms.

61. Successors and Assigns. The provisions of this Consent Decree shall apply to, bind and inure to the benefit of the Parties and their successors and/or assigns.

62. Binding Effect. The Parties agree to be bound by this Consent Decree and not to contest its validity in any subsequent proceeding to implement or enforce its terms.

63. Court Approval. This Consent Decree is subject to Court approval following a statutory period for review by the United States Department of Justice and the United States Environmental Protection Agency.

64. Final Judgment. The Parties enter into this Consent Decree and submit it to the Court for approval and entry as a final judgment.

IN WITNESS WHEREOF, the undersigned have executed this Consent Decree as of the dates set forth below.

IT IS SO ORDERED.

EXHIBIT A