CONFIDENTIAL — FEDERAL RULE OF EVIDENCE 408 / SETTLEMENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
28 Liberty Street, 44th Floor New York, New York 10005-1404
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
February 3, 2025
VIA ELECTRONIC MAIL AND HAND DELIVERY
Philip Orenstein, Esq. Lead Trial Attorney Environmental Enforcement Section Environment and Natural Resources Division U.S. Department of Justice 150 M Street NE Washington, D.C. 20002
Margaret Coulson, Esq. Lead Case Attorney Office of Enforcement and Compliance Assurance U.S. Environmental Protection Agency William Jefferson Clinton Federal Building 1200 Pennsylvania Avenue NW Washington, D.C. 20460
Re: United States of America and State of Montana v. Torchlight Mining Corp. et al., Civil Action No. 9:24-cv-00087-DWM (D. Mont.) — Resolution of Open Issues
Matter No.: 1039-00003
Dear Mr. Orenstein and Ms. Coulson:
This side letter memorializes the resolutions reached by the parties during the in-person negotiation session held on February 3, 2025, at the offices of Calderwood & Harkness LLP, 28 Liberty Street, 44th Floor, New York, New York 10005. The session convened at approximately 9:00 a.m. Eastern Time and concluded at approximately 6:45 p.m. Eastern Time.
The following individuals participated in the session on behalf of Torchlight Mining Corp. and its U.S. subsidiaries ("TMC"): Harrison Wexford, Responsible Partner, Calderwood & Harkness LLP; Elliot Nguyen, Lead Associate, Calderwood & Harkness LLP; Miriam Soo-Hwan Park, General Counsel, Torchlight Mining Corp.; and Gareth Linford, Vice President, Environmental Health & Safety, Torchlight Mining Corp.
The following individuals participated on behalf of the United States: Philip Orenstein, Lead Trial Attorney, Environmental Enforcement Section, Environment and Natural Resources Division, U.S. Department of Justice ("DOJ ENRD"); Margaret Coulson, Lead Case Attorney, Office of Enforcement and Compliance Assurance, U.S. Environmental Protection Agency ("EPA OECA"); Katherine Rowe-Halpern, Senior Counsel, Environmental Enforcement Section, DOJ ENRD; and Dr. Samuel Tesfaye, EPA Region 8 Project Coordinator for the Ridgecrest Site.
State co-plaintiff representatives also participated: Annika Hedstrom, Assistant Attorney General, Montana Attorney General's Office, Environmental Bureau (in person); Ricardo Fuentes, Deputy Attorney General, Nevada Attorney General's Office (by telephone); and Loretta May Hatcher, Assistant Attorney General, West Virginia Attorney General's Office (by telephone).
During the course of the session, the parties resolved all remaining open issues identified in TMC's Second Redline of the proposed consent decree (dated January 24, 2025) and the Government's Counter-Redline (dated January 14, 2025). These resolutions, as set forth in detail below, will be incorporated into the substantially final agreed consent decree text, which will be circulated promptly following this session. This letter is intended to serve as a binding memorandum of the agreed terms, subject to incorporation into the final consent decree and execution by all parties. Unless otherwise indicated, capitalized terms used herein shall have the meanings set forth in the draft consent decree.
Section 1: Ridgecrest Remediation Cost
Issue. The parties had not reached agreement on the total estimated remediation cost for the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 (the "Ridgecrest Site"). This was the single largest unresolved financial term in the consent decree negotiations and the primary subject of today's session.
TMC's Position. TMC's remediation cost estimate for the Ridgecrest Site was prepared by Pinnacle Creek Environmental, LLC, under the direction of Dr. Astrid Bergmann, P.E., Senior Principal. The Pinnacle Creek estimate projected a total remediation cost of $187.5 million over a 30-year remediation period, yielding a net present value of $127.4 million when discounted at a rate of 3.0%. The Pinnacle Creek estimate reflected certain assumptions regarding the efficacy of phytostabilization techniques at the tailings impoundment and assumed that passive water treatment systems would be sufficient for the majority of the acid mine drainage remediation requirements during the final ten years of the remediation period.
EPA/DOJ Position. The Government's remediation cost estimate for the Ridgecrest Site was prepared by Cascade Geosciences, Inc., under the direction of Dr. Patricia Voss, Ph.D. (Hydrogeology), and was supported by EPA Region 8's independent cost review. The Cascade Geosciences estimate projected a total remediation cost of $224.0 million over the same 30-year period. The Government's higher estimate reflected, among other things, more conservative assumptions regarding the long-term performance of the tailings impoundment cover system, anticipated costs associated with additional groundwater extraction and treatment, and contingency factors for the management of acid-generating waste rock.
Resolution. After extensive discussion and review of the underlying technical assumptions of both estimates, the parties agreed on a negotiated remediation cost of $198.6 million over 30 years, corresponding to a net present value of $134.9 million at a 3.0% discount rate. The parties note that the arithmetic midpoint of the two estimates was $205.75 million [($187.5M + $224.0M) / 2]. The negotiated figure of $198.6 million reflects the parties' agreement to adjust downward from that midpoint by approximately $7.15 million, based on TMC's commitment to implement certain enhanced closure measures at the Ridgecrest tailings impoundment (approximately 425 acres), including an upgraded engineered soil cover and an enhanced stormwater diversion system, at TMC's sole risk and expense. The parties acknowledge that if these enhanced closure measures prove insufficient, TMC bears the financial responsibility for any additional remediation required to achieve the performance standards specified in the consent decree, without further adjustment to the negotiated cost figure.
This remediation cost figure of $198.6 million will be reflected in Appendix A of the consent decree (Ridgecrest Remedial Action Requirements) and will serve as the benchmark for all financial assurance calculations related to the Ridgecrest Site. The 30-year remediation obligation for the Ridgecrest Site will run from the commencement of remedy construction, which is currently targeted for June 14, 2027, through June 14, 2057.
Section 2: Aggregate Remediation Cost Confirmation
With the resolution of the Ridgecrest remediation cost set forth in Section 1 above, the parties confirm that the aggregate nominal remediation cost across all four sites subject to the consent decree is $343.5 million, allocated as follows:
The aggregate net present value at a 3.0% discount rate across all four sites is $245.1 million. The parties note that these figures reflect remediation obligations only and do not include civil penalties (addressed in Section 4 below), EPA past-costs reimbursement (addressed in Section 5 below), supplemental environmental project commitments (addressed in Section 8 below), or independent environmental monitor costs (addressed in Section 6 below).
Section 3: Stipulated Penalty Rates
Issue. TMC's Second Redline proposed reduced stipulated penalty rates and the inclusion of formal cure periods (ranging from 15 to 45 days, depending on the nature of the violation) before stipulated penalties would begin to accrue. The Government's Counter-Redline rejected both the reduced rates and the cure periods, maintaining the original rates and insisting that stipulated penalties accrue from the date of the underlying violation.
Resolution. After discussion, the parties agreed on the following stipulated penalty rates, which reflect the Government's original proposed rates as set forth in the Counter-Redline:
• $1,500 per day per violation for the first thirty (30) days of noncompliance;
• $3,000 per day per violation for days thirty-one (31) through sixty (60) of noncompliance; and
• $5,500 per day per violation for each day of noncompliance beyond sixty (60) days.
Cure Period Compromise. TMC withdrew its request for a formal cure period. However, the parties agreed to include language in the consent decree providing as follows: TMC shall receive written notice from EPA or the relevant state co-plaintiff of any alleged violation. Stipulated penalties shall begin to accrue from the date of the violation (not the date of notice). Notwithstanding the foregoing, EPA will exercise its discretion under the consent decree to reduce or waive stipulated penalties in cases where TMC demonstrates that (a) TMC was not aware of the violation at the time it occurred, (b) TMC promptly self-reported the violation upon discovery, and (c) TMC undertook diligent efforts to cure the violation within a reasonable time after discovery. This language is intended to address TMC's legitimate concern regarding penalties for violations that are discovered through routine monitoring and promptly remediated, while preserving the Government's position that formal cure periods are inconsistent with the deterrent purpose of the stipulated penalty provision.
The stipulated penalty provision will be set forth in Section XIV of the consent decree, and the agreed-upon language regarding EPA's exercise of discretion will be incorporated into that section.
Section 4: Civil Penalty Payment Schedule Confirmation
The parties confirm the previously agreed total civil penalty of $31.5 million, allocated by site as follows:
The civil penalty will be paid in four (4) equal installments of $7,875,000 each, according to the following schedule:
1. First Installment ($7,875,000): Due within thirty (30) days of the Effective Date. The Effective Date is defined in Section IV of the consent decree as thirty (30) days after entry of the consent decree by the Court. Based on the current target entry date of May 15, 2025, the Effective Date would be June 14, 2025, and the first installment would be due by July 14, 2025.
2. Second Installment ($7,875,000): Due twelve (12) months after entry of the consent decree (target: May 15, 2026).
3. Third Installment ($7,875,000): Due twenty-four (24) months after entry of the consent decree (target: May 15, 2027).
4. Fourth Installment ($7,875,000): Due thirty-six (36) months after entry of the consent decree (target: May 15, 2028).
All payments shall be made by electronic funds transfer in accordance with the payment instructions to be specified in the consent decree. Interest on any late payments shall accrue at the rate specified in 28 U.S.C. § 1961 (the post-judgment interest rate), calculated from the date of the missed payment through the date of actual receipt by the United States.
Section 5: EPA Past-Costs Reimbursement
The parties confirm that TMC will reimburse the United States Environmental Protection Agency a total of $18.1 million in past response costs incurred by EPA, allocated as follows:
• $14,300,000 for the Ridgecrest removal action conducted by EPA from January 15, 2021 through May 30, 2023, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9607.
• $3,800,000 for the Kanawha Bend emergency response action, triggered by the sulfuric acid release event of June 14, 2020, also pursuant to CERCLA § 107.
Payment of the full $18.1 million in past response costs shall be due within sixty (60) days of the Effective Date. This was not an open issue at today's session; the past-costs reimbursement amount was agreed in the prior round of negotiations. It is confirmed here for completeness and for purposes of recording the full financial terms of the consent decree in a single memorandum.
Section 6: Independent Monitor Selection Process
Issue. The parties had been unable to agree on the methodology for selecting the court-appointed independent environmental monitor/auditor required under the consent decree. The independent monitor is a critical component of the consent decree's compliance-assurance framework, and the parties recognized that the selection process had implications for the perceived independence and credibility of the monitoring function.
TMC's Original Position. TMC proposed that the defendant would nominate three qualified candidates and the Government would select from among those three nominees.
Government's Original Position. The Government proposed that EPA would unilaterally select the independent monitor, subject only to a right of TMC to object on the basis of demonstrated conflict of interest.
Resolution. The parties agreed to a joint selection process, structured as follows:
(a) Each side — TMC on the one hand, and the Government (including the United States and the state co-plaintiffs, treated collectively as one side) on the other — will nominate up to three (3) qualified candidates for the position of independent environmental monitor.
(b) Within fourteen (14) days of exchanging nominations, the parties will confer in good faith and attempt to agree on a single candidate.
(c) If the parties are unable to agree on a single candidate within the fourteen-day period, the matter will be referred to the Court (the Honorable Donald W. Molloy, United States District Judge, District of Montana) for selection from the combined list of nominees submitted by both sides.
Agreed Nominee. The parties acknowledged that, concurrent with the resolution of the selection-process issue described above, they have jointly agreed to propose Verdant Analytics, Inc. (Dr. Kamal Osei, Senior Managing Director; principal office: 1550 NW Couch Street, Suite 400, Portland, Oregon 97209) as the independent environmental monitor for the consent decree. Dr. Osei and his firm have extensive experience serving as court-appointed monitors in CERCLA and RCRA consent decree matters, including prior engagements in EPA Region 8 and Region 10.
Verdant Analytics will serve as the court-appointed independent auditor/monitor, performing quarterly compliance audits of TMC's remediation activities at all four sites and issuing annual public reports summarizing its audit findings. The monitor's term will be coterminous with the consent decree. The estimated costs of the independent monitor engagement are approximately $4.8 million over the initial five-year period, or approximately $960,000 per year. Costs for subsequent periods will be estimated and budgeted on a rolling five-year basis.
A separate Independent Monitor Agreement among TMC, the United States, and Verdant Analytics, Inc. will be negotiated and executed prior to the lodging of the consent decree with the Court. TMC will bear all costs of the independent monitor.
Section 7: Financial Assurance Structure
The parties confirm the financial assurance structure agreed in prior rounds of negotiation. This was not an open issue at today's session, but is recorded here for completeness. The total financial assurance requirement under the consent decree is $245.0 million, structured as follows:
(a) Surety Bond: $165,000,000 from Ironbark Surety of America, Inc. (Bond No. ISA-ENV-2025-08934). The annual premium for the surety bond is 1.85%, or $3,052,500 per year. The bond has been conditionally committed by Ironbark Surety, subject to entry of the consent decree and execution of the underlying indemnity agreement.
(b) Remediation Trust Fund: $80,000,000 initial deposit with Larchfield Trust Company, N.A. (Trust Agreement No. LTC-REM-2025-1177; Trust Officer: David Henshaw). The trust will be funded with an initial deposit of $80.0 million and will be maintained and invested in accordance with the terms of the trust agreement.
TMC shall establish the remediation trust fund and post the surety bond no later than September 12, 2025, which is ninety (90) days after the anticipated Effective Date of June 14, 2025. The consent decree will include an annual adjustment mechanism requiring reviews of the financial assurance amount based on updated remediation cost estimates and inflation indexing (Consumer Price Index for All Urban Consumers, U.S. City Average, as published by the Bureau of Labor Statistics), with the first such review occurring on the first anniversary of the Effective Date.
Section 8: Supplemental Environmental Projects (SEPs)
The parties confirm the three supplemental environmental projects previously agreed, totaling $12.0 million in TMC commitments. These were not open issues at today's session and are recorded here for completeness.
1. Flint Creek Watershed Restoration Project (Montana) — $5,500,000. This project encompasses stream-bank stabilization, riparian replanting, and fish-passage improvements along approximately 12 miles of Flint Creek downstream of the Ridgecrest Site, extending from the confluence of Harvey Creek to the town of Drummond. The project is designed to address ecological impacts associated with historical mining discharges into the Flint Creek watershed and has been developed in coordination with the Montana Department of Environmental Quality and the U.S. Fish and Wildlife Service.
2. Battle Mountain Community Drinking Water Improvement Project (Nevada) — $3,500,000. This project will fund the upgrade of the municipal water treatment facility serving the town of Battle Mountain, Lander County, Nevada. The upgrade will include installation of advanced filtration and disinfection systems, replacement of aging distribution infrastructure, and capacity expansion to serve the growing community population. This project addresses drinking water quality concerns in a community proximate to the Bonanza Creek Gold Mine site.
3. Institute Community Air Quality Monitoring Network (West Virginia) — $3,000,000. This project provides for the installation and ten-year operation of six (6) ambient air quality monitoring stations in the Institute and South Charleston areas of Kanawha County, West Virginia. The monitoring stations will measure particulate matter (PM2.5 and PM10), volatile organic compounds, and sulfur dioxide concentrations. Data from the monitoring network will be made publicly available through EPA's AirNow platform. This project addresses community concerns regarding air quality in the vicinity of the Kanawha Bend Chemical Plant and surrounding industrial facilities.
Detailed SEP descriptions, budgets, implementation timelines, and performance metrics will be attached as appendices to the consent decree.
Section 9: Force Majeure Provision
The parties confirm that the standard EPA force majeure provision, as set forth in the Government's Counter-Redline, will apply without modification. TMC must provide written notice to EPA within fifteen (15) days of any force majeure event that TMC contends may affect its ability to comply with any requirement of the consent decree. The notice shall describe the anticipated duration of the delay, the measures taken and to be taken by TMC to prevent or minimize the delay, and the timetable by which TMC proposes to carry out the affected obligations.
Disputes regarding force majeure claims will be resolved under the consent decree's dispute resolution provision (Section 10 below). TMC's prior request, set forth in its Second Redline, to expand the definition of qualifying force majeure events to include market-condition changes, labor shortages, and supply-chain disruptions, was withdrawn during today's session. The force majeure provision will apply only to events beyond the control of TMC and any entity controlled by TMC, including acts of God, war, civil disturbance, fire, natural disaster, and similar extraordinary events, as set forth in the standard EPA formulation.
Section 10: Dispute Resolution Mechanism
Issue. TMC's Second Redline proposed that all disputes arising under the consent decree, including disputes over technical and factual matters, should be subject to de novo judicial review in the final tier of the dispute resolution process. The Government's Counter-Redline maintained the standard three-tier dispute resolution mechanism with judicial review limited to an arbitrary-and-capricious standard for all issues.
Resolution. The parties agreed on the three-tier dispute resolution mechanism as originally proposed by the Government, with the following important clarification regarding the standard of review applicable in the third tier:
Tier 1 — Informal Negotiation. The disputing parties shall engage in informal negotiations for a period of thirty (30) days from the date on which written notice of the dispute is provided.
Tier 2 — Formal EPA Decision. If the dispute is not resolved through informal negotiation, EPA shall issue a formal written decision within thirty (30) days after the conclusion of the informal negotiation period. EPA's formal decision shall set forth the factual and legal basis for its position and shall constitute the final agency determination for purposes of any subsequent judicial review.
Tier 3 — Judicial Review. Either party may petition the Court for review of EPA's formal decision within thirty (30) days of the date of that decision.
Standard of Review. The Court shall review EPA's formal decision on the administrative record, applying a standard of review consistent with the applicable provisions of the Administrative Procedure Act, 5 U.S.C. § 706. Provided, however, that disputes concerning purely legal issues — including, without limitation, the interpretation of the terms and provisions of the consent decree itself — shall be reviewed de novo by the Court. This compromise preserves appropriate deference to EPA's technical expertise on factual and scientific determinations while ensuring that questions of law, including questions of contract interpretation, receive plenary judicial review. The parties agree that characterization of a dispute as "technical/factual" versus "legal" for purposes of determining the applicable standard of review shall itself be determined de novo by the Court.
Section 11: Termination Provisions
The parties confirm that termination of the consent decree will occur on a site-by-site basis, such that TMC may seek termination with respect to any individual site upon completion of all remedial obligations at that site, without regard to the status of remediation at the remaining sites.
Termination of the consent decree with respect to any site shall require: (a) certification by EPA that all remedial action obligations and other requirements applicable to that site have been fully satisfied; and (b) concurrence in that certification by the independent environmental monitor (Verdant Analytics, Inc.). In addition, no site may be terminated sooner than five (5) years after completion of all remedial construction activities at that site, in order to allow sufficient time for post-construction monitoring and verification of remedy performance.
TMC's prior request, set forth in its Second Redline, to reduce the post-construction monitoring period from five (5) years to three (3) years was withdrawn during today's session.
Section 12: Next Steps and Timeline
The parties agreed to the following schedule for finalization, execution, and lodging of the consent decree:
The parties will endeavor to meet each of the foregoing target dates, recognizing that certain milestones, particularly those requiring action by the Court, are subject to the Court's schedule and availability.
Section 13: Reservation / No Waiver
Nothing in this side letter constitutes a waiver of any party's rights, claims, or defenses, whether arising under statute, regulation, common law, or otherwise, other than as specifically set forth herein. Each party reserves all rights not expressly resolved in this letter or in the consent decree.
This letter supplements but does not modify the terms of the Tolling Agreement dated April 22, 2024, among the United States, the State of Montana, and TMC, which remains in full force and effect through December 31, 2025, in accordance with its terms.
All terms memorialized herein are subject to final incorporation into the consent decree. In the event of any inconsistency between this letter and the final consent decree text as executed and entered by the Court, the consent decree shall control.
We respectfully request that the Government and state co-plaintiff representatives acknowledge their agreement to the foregoing terms by countersigning this letter in the spaces provided below and returning a fully executed copy to the undersigned. Please do not hesitate to contact us with any questions.
Respectfully submitted,
SIGNATURE PAGE
FOR TORCHLIGHT MINING CORP. AND ITS U.S. SUBSIDIARIES:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner
Date: ________
TORCHLIGHT MINING CORP.
By: ________
Name: Miriam Soo-Hwan Park
Title: General Counsel
Date: ________
ACKNOWLEDGMENT AND COUNTERSIGNATURE PAGE
The undersigned acknowledge and agree to the terms set forth in this side letter dated February 3, 2025.
FOR THE UNITED STATES OF AMERICA:
U.S. DEPARTMENT OF JUSTICE ENVIRONMENT AND NATURAL RESOURCES DIVISION
By: ________
Name: Philip Orenstein
Title: Lead Trial Attorney, Environmental Enforcement Section
Date: ________
U.S. ENVIRONMENTAL PROTECTION AGENCY OFFICE OF ENFORCEMENT AND COMPLIANCE ASSURANCE
By: ________
Name: Margaret Coulson
Title: Lead Case Attorney
Date: ________
FOR THE STATE OF MONTANA:
MONTANA ATTORNEY GENERAL'S OFFICE
By: ________
Name: Annika Hedstrom
Title: Assistant Attorney General, Environmental Bureau
Date: ________
FOR THE STATE OF NEVADA:
NEVADA ATTORNEY GENERAL'S OFFICE
By: ________
Name: Ricardo Fuentes
Title: Deputy Attorney General
Date: ________
FOR THE STATE OF WEST VIRGINIA:
WEST VIRGINIA ATTORNEY GENERAL'S OFFICE
By: ________
Name: Loretta May Hatcher
Title: Assistant Attorney General
Date: ________
cc (via electronic mail):
Douglas K. Prennell, Chief Executive Officer, Torchlight Mining Corp. Carolyn Bracebridge, Chief Financial Officer, Torchlight Mining Corp. Gareth Linford, Vice President, Environmental Health & Safety, Torchlight Mining Corp. Beatrice Holloway, Partner, Calderwood & Harkness LLP Elliot Nguyen, Associate, Calderwood & Harkness LLP Grace Nakamura, Associate, Calderwood & Harkness LLP Russell Dane, Holcroft, Dane & Weiss LLP (Montana local counsel) Denise Quartaro, sagebrush Law Group, PLLC (Nevada local counsel) Nathan Tully, Baxter, Tully & Crane PLLC (West Virginia local counsel) Dr. Astrid Bergmann, P.E., Pinnacle Creek Environmental, LLC Vivian Okafor, Northspire Capital Markets, Inc. Katherine Rowe-Halpern, Senior Counsel, Environmental Enforcement Section, ENRD, U.S. Department of Justice Annika Hedstrom, Assistant Attorney General, Montana Attorney General's Office, Environmental Bureau Ricardo Fuentes, Deputy Attorney General, Nevada Attorney General's Office Loretta May Hatcher, Assistant Attorney General, West Virginia Attorney General's Office
| Site | Nominal Remediation Cost | Remediation Period | NPV at 3% |
| Ridgecrest Copper-Molybdenum Mine (MT) | $198.6 million | 30 years | $134.9 million |
| Gallatin Chemical Works (MT) | $42.8 million | 15 years | $34.1 million |
| Bonanza Creek Gold Mine (NV) | $63.2 million | 20 years | $47.1 million |
| Kanawha Bend Chemical Plant (WV) | $38.9 million | 20 years | $29.0 million |
| Total | $343.5 million | — | $245.1 million |
| Site | Civil Penalty | ||
| Ridgecrest Copper-Molybdenum Mine (MT) | $14,200,000 | ||
| Gallatin Chemical Works (MT) | $5,800,000 | ||
| Bonanza Creek Gold Mine (NV) | $7,900,000 | ||
| Kanawha Bend Chemical Plant (WV) | $3,600,000 | ||
| Total | $31,500,000 | ||
| Milestone | Target Date | ||
| Circulation of substantially final consent decree text incorporating resolutions herein | February 10, 2025 | ||
| TMC Board of Directors authorization to enter the consent decree | February 10, 2025 | ||
| State co-plaintiff signature pages and joinder agreements | February 14, 2025 | ||
| Execution and lodging of consent decree with the U.S. District Court for the District of Montana | February 19, 2025 | ||
| 30-day public comment period (pursuant to 28 C.F.R. § 50.7) | February 19 – March 21, 2025 | ||
| DOJ motion for entry of consent decree | April 7, 2025 | ||
| Court hearing on motion for entry (before Hon. Donald W. Molloy) | April 28, 2025 | ||
| Expected entry of consent decree | May 15, 2025 | ||
| Effective Date (30 days after entry, per Section IV of the consent decree) | June 14, 2025 |