UNITED STATES DISTRICT COURT DISTRICT OF OREGON

PLAINTIFF,                                                                    CONSENT DECREE

DEFENDANT.

WHEREAS, Defendant admits that it has violated the terms and conditions of its NPDES permit on the dates attached hereto as Addendum A and denies Plaintiff's claims and any liability for other alleged violations not set forth in Addendum A;

WHEREAS, the parties to this action have engaged in discussions relating to the potential settlement of this litigation, which discussions have included an assessment of the facts surrounding the admitted and alleged violations;

WHEREAS, Defendant has developed and begun to implement measures to assure compliance with its NPDES permit and the Clean Water Act by upgrading and increasing the capacity of the WWTF;

WHEREAS, Plaintiff and Defendant agree that settlement of these matters is in the best interest of the parties and the public, and that entry of this Consent Decree without additional litigation is the most appropriate means of resolving this action; and

WHEREAS, Plaintiff and Defendant, after consultation with their respective counsel and without final adjudication of the issues of fact or law with respect to Plaintiff's claims or allegations, consent to the entry of this Decree to resolve the controversy between them;

NOW THEREFORE, without further trial of any issue of fact or law, and without admission by the Defendant of the facts or violations alleged in the Complaint, except as to those violations set forth in Addendum A, and upon consent of the parties, and upon consideration of the mutual promises herein contained, it is hereby ORDERED, ADJUDGED AND DECREED as follows:

1. This Court has jurisdiction over the parties and subject matter of this action.

2. The undersigned representative for each party certifies that he/she is fully authorized by the party or parties whom he/she represents to enter into the terms and conditions of this Decree and to legally bind the party or parties to it.

3. This Decree shall apply to and be binding upon the parties to this action, and upon the successors and assigns of the parties.

4. Defendant operates a waste water treatment facility ("WWTF") for the municipality of Florence, Oregon. The Defendant's WWTF has periodically exceeded its hydraulic capacity during wet weather since at least 1995, which has resulted in bypasses and overflows from Defendant's wastewater collection and treatment facilities. Defendant intends to have an upgraded and expanded WWTF operational no later than October 31, 2000. Until such upgrade and expansion is substantially complete, as defined in Addendum B, Defendant shall undertake the measures set forth herein and in Addendum B as consideration for the resolution of Plaintiff's claims through and including December 31, 1998. Addendum B is incorporated by reference and enforceable as part of this Consent Decree. Until the upgrade and expansion is substantially complete, Defendant shall make all best efforts to comply with its NPDES permit and Clean Water Act requirements and minimize the impacts of future violations.

5. This Decree constitutes a full and complete settlement of the claims contained in the Complaint filed in this case and all claims related to Plaintiff's supplemental notice of intent to sue dated November 16, 1998 ("Notice Letter"), and is determined to be in the public interest and an appropriate resolution of the facts alleged in Plaintiff's Complaint and Notice Letter.

6. In full and complete satisfaction of the claims covered by the Complaint filed in this case and the Notice Letter, and in consideration that Defendant is a municipality with a limited ability to pay monetary fines, Defendant shall undertake the projects under the terms and conditions identified in Addendum B. Failure to comply with the requirements shall result in stipulated payments as set forth in Addendum B to be paid by Defendant to Pacific Rivers Council to help fund its Knowles Creek Stream and Salmon Habitat Restoration Project in the Siuslaw River watershed. The Defendant's facility subject to this Consent Decree is located within the Siuslaw River watershed. Stipulated payments referred to herein, if any, shall be paid within 30 days of the end of each calendar quarter (e.g., March 31, June 30, October 31 and December 31). Stipulated payments shall be sent to The Pacific Rivers Council, Attn: Knowles Creek Stream and Salmon Habitat Restoration Project, PO Box 10798, Eugene, OR 97440.

7. The projects to be undertaken pursuant (to) the terms of this Consent Decree shall constitute full settlement of the allegations in the Complaint and Notice Letter and shall collectively discharge Defendant with respect to the Defendant's collection and treatment facilities from any and all liability to the Plaintiff under the Clean Water Act for activities which have occurred through December 31, 199.

8. Defendant recognizes that reasonable attorney and expert witness fees are available to Plaintiff under the Clean Water Act, 33 U.S.C. § 1365(d). After determining the hours expended in preparation and prosecution of this litigation, and in compromise of Plaintiff's fees, Defendant and Plaintiff agree that the sum of seventy thousand dollars ($70,000.00) will be paid to the Western Environmental Law Center, 1260 Lincoln St., Eugene, OR 97401, Attention: Charles M. Tebbutt, within fifteen (15) days of the entry of this Decree in full and complete satisfaction of an award of such costs and fees.

9. The parties recognize that no consent judgment can be entered in a Clean Water Act suit in which the United States is not a party prior to 45 days following the receipt of a copy of the proposed consent judgment by the Attorney General of the United States and the Administrator of the U.S. E.P.A. pursuant to § 505(c)(3) of the Clean Water Act. Therefore, upon the signing of this Consent Decree by the parties, Plaintiff shall serve copies of it upon the Administrator of the U.S. E.P.A. and the Attorney General and provide notice to the court, all as required by 40 C.F.R. § 135.5.

10. The Court shall retain jurisdiction over this matter for the purpose of enabling the parties to this Decree to apply to the Court for any further order that may be necessary to construe, carry out or enforce compliance with the terms of this Decree. This Consent Decree shall terminate upon completion of all terms and conditions set forth in Addendum B, which is incorporated herein by reference, or upon substantial completion of the upgraded and expanded collection and treatment system, whichever occurs later. The parties there upon shall file a stipulation stating that the terms of this Consent Decree have been complied with and that the Consent Decree is terminated.

Dated and entered this 29th day of March, 1999.