20190752 Ver 4_2019-02-25 Consent Order - file-stamped and fully executed (b & w)_20200813

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STATE OF NORTH CAROLINA,'; . ' , ` SIN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
COUNTY OF BLADEN 17 CVS 580
STATE OF NORTH CAROLINA, ex rel.,
MICHAEL S. REGAN, SECRETARY,
NORTH CAROLINA DEPARTMENT OF
ENVIRONMENTAL QUALITY,
Plaintiff,
CONSENT ORDER
CAPE FEAR RIVER WATCH,
Plaintiff -Intervenor,
V.
THE CHEMOURS COMPANY FC, LLC,
Defendant.
WHEREAS, since July 1, 2015, Defendant The Chemours Company FC, LLC
("Chemours") has owned and operated a chemical manufacturing facility called the Fayetteville
Works ("Facility") in Bladen County, North Carolina, which, prior to July 1, 2015, was owned
and operated by E. I. DuPont de Nemours & Company, Inc. ("DuPont")
WHEREAS, on September 7, 2017, Plaintiff, the State of North Carolina, by and through
Michael S. Regan, Secretary of the North Carolina Department of Environmental Quality
("DEQ"), filed a Complaint and motion for a temporary restraining order in this Court against
Chemours, seeking various forms of relief relating to alleged violations by Chemours and DuPont
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of North Carolina water duality laws and regulations arising out of the discharge of certain per -
and polyfluoroalkyl substances ("PFAS"), including a compound often referred to by the trade
name "GenX," into surface water and groundwater;
WHEREAS, on September 8, 2017, the Court entered a partial consent order resolving
DEQ's motion for a temporary restraining order;
WHEREAS, on April 10, 2018, Plaintiff filed an Amended Complaint against Chemours
that, among other things, sought further relief, including relating to alleged violations by Chemours
and DuPont of North Carolina water duality laws and regulations arising out of the discharge or
release of per- and polyfluoroalkyl substances into surface water, groundwater and the air;
WHEREAS, on July 11, 2018, Chemours filed an Answer to the Amended Complaint
denying the allegations that Chemours had violated State laws or regulations and setting forth
multiple affirmative defenses to Plaintiffs claims;
WHEREAS, DEQ has issued Notices of Violation to Chemours dated September 6, 2017,
November 13, 2017, February 12, 2018, and June 1, 2018 (collectively, "the NOVs"), relating to
the alleged violations set forth in the Complaint and/or Amended Complaint, and Chemours
responded to the NOVs;
WHEREAS, since the filing of the Complaint, the Parties have conducted good -faith
discussions to develop comprehensive and effective solutions to the environmental concerns that
have been raised concerning the Facility's operations, including those underlying the allegations
of the Amended Complaint and the NOVs;
WHEREAS, the Parties havI negotiated this Consent Order that the Parties believe w� I1
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provide such solutions;
WHEREAS, pursuant to this Consent Order, and in consideration of the release of claims
and the other relief set forth herein, Chemours will, among other things:
(i) install abatement technology at the Facility (including a thermal oxidizer) that,
once fully operational, will permanently reduce annual air emissions of GenX Compounds and
other PFAS (as those terms are defined below) by at least 99% from baseline levels and control all
PFAS emissions from process streams routed to the thermal oxidizer at an efficiency of 99.99%;
(ii) on an interim basis, reduce annual air emissions of GenX Compounds (as
defined below) by at least 82% beginning as of October 6, 2018 and by at least 92% beginning as
of December 31, 2018;
(iii) continue to capture for off -site disposal all process wastewater from its
operations at the Facility unless or until an NPDES Permit is issued authorizing the discharge of
process wastewater;
(iv) undertake the measures specified below with respect to abatement and
remediation of groundwater contamination and provision of alternative drinking water supplies;
and
(v) agree to the measures specified below to verify and ensure compliance with the
foregoing commitments and the requirements of this Consent Order;
WHEREAS, Chemours denies any violation of any law, regulation or permit, including the
claims of any such violation made in the Amended Complaint or the NOVs, and has agreed to this
Consent Order solely t� avoid the expense, burden and uncertainty of litigationjand to address
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community concerns about the Facility;
WHEREAS, Chemours and DEQ have consented to the intervention of Cape Fear River
Watch in this matter for the purpose of entering into this Consent Order and resolving Cape Fear
River Watch's pending actions in Cape Fear River Watch v. North Carolina Department of
Environmental Quality, 18 CVS 2462 (New Hanover Cty. Sup. Ct.) and Cape Fear River Watch
v. Chemours Company FC, LLC, No. 7:18-cv-00159 (E.D.N.C.);
NOW THEREFORE, the parties agree, and the Court orders, as follows:
A. DEFINITIONS
"Amended Complaint" means the amended complaint filed by the Plaintiff in this matter
on April 10, 2018.
2018.
"Complaint" means the complaint filed by the Plaintiff in this matter on September 7,
"Defendant" or "Chemours" means The Chemours Company FC, LLC, a Delaware
limited liability company registered and doing business in North Carolina.
"DEQ" means the North Carolina Department of Environmental Quality, including all its
divisions.
"DAQ" means the North Carolina Division of Air Quality, a division of DEQ.
"DWM" means the North Carolina Division of Waste Management, a division of DEQ.
"DWR" means the North Carolina Division of Water Resources, a division of DEQ.
"Facility" means Chemours' Fayetteville Works Facility located at 22828 NC Highway
87 W, Fayetteville, Bladen County, North Carolina, which Facility iI owned by, and operated in
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part by, Chemours.
"GenX" means the chemical C3 Dimer Acid (also known as HFPO Dimer Acid), which
has a CAS number of 13252-13-6.
"GenX Compounds" means 0 Dimer Acid (also known as HFPO Dimer Acid), CAS
No. 13252-13-6, C3 Dimer Acid Fluoride (also known as HFPO Dimer Acid Fluoride), CAS No.
2062-98-8, and C3 Dimer Acid Ammonium Salt (also known as HFPO Dimer Acid Ammonium
Salt), CAS No. 62037-80-3
"NOVs" means the Notices of Violation issued by DEQ to Chemours dated September 6,
2017, November 13, 2017, February 12, 2018, and June 1, 2018. "NOVs" also includes the
anticipated notice of violation for the truck spill that occurred during Hurricane Florence on
September 18, 2018.
"PFAS" means perfluoroalkyl and polyfluoroalkyl substances.
"Plaintiff" means the sovereign State of North Carolina on behalf of DEQ.
"2017 Total Reported Emissions" means total facility -wide estimated emissions of GenX
Compounds in the amount of 2302.7 lbs as reported by Chemours to DAQ in Chemours' Letter of
April 27, 2018 and the document, "HFPO-DA Baseline Emission Estimates," attached thereto as
Exhibit 2.
B. JURISDICTION AND VENUE
Plaintiff is the sovereign State of North Carolina. This action was brought on the
relation of Michael S. Regan, Secretary of DEQ, the State agency established pursuant to N.C.
Gen. Stat. § 143B-279.1 et seq., and vested with the statutory authority to enforce the State's
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environmental protection laws, including laws enacted to protect the water and air quality of the
State.
2. Plaintiff -Intervenor Cape Fear River Watch is a § 501(c)(3) nonprofit public interest
organization headquartered in Wilmington, North Carolina that engages residents of the Cape Fear
watershed through programs to preserve and safeguard the river. The organization has 1,100
members, including members who live near, drink water from, and fish, swim, and boat on the
Cape Fear River downstream of Chemours' Fayetteville Works Facility. Cape Fear River Watch's
mission is "to protect and improve the water quality of the Lower Cape Fear River Basin through
education, advocacy and action."
3. Defendant Chemours is a Delaware limited liability company registered and doing
business in North Carolina. Chemours owns the Fayetteville Works facility located at 22828 NC
Highway 87 W, Fayetteville, Bladen County, North Carolina and operates a portion of that facility.
4. This Court has jurisdiction pursuant to N.C. Gen. Stat. § 143-215.6C, N.C. Gen.
Stat. § 143-114C, N.C. Gen. Stat. § 7A-245(a)(2) and N.C. Gen. Stat. § 1-493.
5. Bladen County, North Carolina is a proper venue because portions of the
Fayetteville Works facility are located in Bladen County and the Amended Complaint alleges
violations occurring in Bladen County. N.C. Gen. Stat. § 143-215.6C; N.C. Gen. Stat. § 143-
II4C.
6. The Honorable Douglas B. Sasser, Senior Resident Superior Court Judge, presides
over this matter by designation pursuant to Rule 2.1 of the General Rules of Practice.
C. COMPLIANCE MEASURES — AIR EMISSIONS
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7. Control Technology Improvements:
a. Second Phase Scrubber. Chemours completed installation of a packed bed
scrubber ("Second Phase Scrubber") to control emissions from the Division
Waste Gas Scrubber on November 7, 2018.
b. Vinyl Ethers North Carbon Adsorber Project: Chemours has made
improvements to allow for the control of emissions from the Second Phase
Scrubber by the Vinyl Ethers North Carbon Adsorber Unit ("Vinyl Ethers
North Carbon Adsorber Project") in accordance with the following schedule
and conditions:
i. On October 19, 2018, Chemours submitted to DAQ a process hazard
assessment pertaining to the Vinyl Ethers North Carbon Adsorber
Project.
ii. On December 26, 2018, Chemours completed construction of the Vinyl
Ethers North Carbon Adsorber Project. All emissions from the Second
Phase Scrubber are controlled by the Vinyl Ethers North Carbon
Adsorber Unit subject to such unit downtime as may be required by the
process hazard assessment or as necessary for maintenance of the unit.
Chemours will use its best efforts consistent with safe operations to
minimize unit downtime.
iii. Within ninety (90) days of installation, Chemours shall submit a report
to DAQ demonstrating that the Vinyl Ethers North Carbon Adsorber
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Unit operates with a minimum control efficiency of 93% for GenX
Compounds.
c. Thermal Oxidizer. By December 31, 2019, Chemours shall install a thermal
oxidizer to control all PFAS in process streams from the HFPO Process, the
Vinyl Ethers North Process, the Vinyl Ethers South Process, the RSU Process,
the TFE Process, the MMF Process, and the Polymers Process. Within ninety
(90) days of installation, Chemours shall demonstrate that the thermal oxidizer
controls all PFAS at an efficiency of 99.99%.
8. GenX Emissions Reduction Milestones: Chemours shall achieve the overall
emissions reductions of GenX Compounds in accordance with the following schedule.
a. By October 6, 2018 and for the twelve-month period beginning on that date,
Chemours shall reduce Facility -wide air emissions of GenX Compounds on an
annualized basis by at least 82% from 2017 Total Reported Emissions. To
demonstrate compliance with this paragraph, Chemours shall follow the
procedure in paragraph (b) below, except the demonstration year shall run from
October 6, 2018 through October 5, 2019 (rather than Calendar Year 2019) and
the final report demonstrating compliance shall be due on or before December
5, 2019 (rather than February 28, 2020).
b. By December')], 2018 and for the twelve-month period beginning on that date,
Chemours shall reduce Facility -wide air emissions of GenX Compounds on an
annualized basis by at least 92% from 2017 Total Reported Emissions. To

demonstrate compliance with this paragraph, Chemours shall:
i. Conduct emissions testing for GenX Compounds emissions sources to
determine GenX Compounds emission rates for each product
campaign. Emissions testing shall be conducted during the first
campaign of that product of the Calendar Year 2019. Control device
operating parameters must be recorded during the testing. Emissions
test reports shall be submitted to DAQ within forty-five days of
completion of the emissions test; and
ii. Submit a report demonstrating compliance to DAQ by February 28,
2020. This report shall include GenX Compounds emissions in pounds
per year based on test data or established emission factors where test
data are not available, hours of operation for each campaign,
and production data. The report shall quantify any other emissions
including but not limited to fugitive, maintenance, malfunction and
accidental emissions. The report shall also include a summary of
control device operating parameters throughout the year.
c. By December 31, 2019 and for each consecutive twelve-month period
following that date, Chemours shall reduce Facility -wide annual air emissions
of GenX Compounds by at least 99% from 2017 Total Reported Emissions. To
demonstrate compliance with this paragraph, Chemours shall:
i. Conduct emissions testing for the thermal oxidizer to determine the
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emissions rate of GenX Compounds. Emissions testing shall be
completed by March 31, 2020. Emissions test reports shall be submitted
to DAQ within forty-five days of completion of the emissions test; and
ii. Submit a report demonstrating compliance to DAQ by February 28,
2021. This report shall include GenX Compounds emissions in pounds
per year based on test data, or established emission factors where test
data are not available, hours of operation, and production data. The
report shall quantify any other emissions including but not limited to
fugitive, maintenance, malfunction and accidental emissions. The report
shall also include a summary of control device operating parameters
throughout the year.
iii. Chemours shall repeat this compliance demonstration for each
subsequent calendar year unless and until DAQ issues a modified Air
Quality Permit to Chemours, incorporating a 99% or greater reduction
requirement.
d. To provide ongoing assurance of compliance with the interim emissions
reductions required under subparagraphs (a) and (b), Chemours shall submit an
inventory of emissions of GenX Compounds from all sources on a monthly
basis within 21 days of the end of each month. This inventory shall include (1)
a detailed summary of emissions during the previous calendar month; (2)
cumulative emissions to date during the relevant annual compliance period; and
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(3) projected emissions during the relevant annual compliance period.
9. Disclosure of PFAS emissions: Chemours shall have an ongoing duty to disclose
to DAQ (i) any identified previously undisclosed PFAS and emissions rates for those PFAS, and
(ii) any new process or production that may lead to the addition of any previously undisclosed
PFAS in the Facility's air emissions. For any such PFAS, Chemours shall provide DAQ with any
available analytical test methods and lab standards. Chemours shall provide DAQ with all known
test methods and lab standards for PFAS in air emissions at the facility by December 31, 2018.
D. COMPLIANCE MEASURES — SURFACE WATER
10. No Discharge of Process Wastewater from Chemours' Manufacturing Areas:
Chemours shall not discharge process wastewater from Chemours' manufacturing areas until
issuance of an NPDES Permit issued under N.C. Gen. Stat. § 143-215.1 and 15A NCAC 2B
("NPDES Permit") expressly authorizing the discharge of such process wastewater and with such
limits as DEQ reasonably deems necessary and appropriate to control the discharge of GenX
Compounds and other PFAS. In accordance with applicable law, in setting such limits, DEQ shall
take into account available health information including any information produced pursuant to this
Consent Order.
11. Characterization of PFAS in Process and Non -process Wastewater and Stormwater
at the Facility:
a. Test methods and lab standards: By January 31, 2019, Chemours shall (a)
provide DWR with all known analytical test methods and lab standards for all
PFAS in all process and non -process wastewater and stormwater at the Facility,
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including but not limited to all process and non -process wastewater and
stormwater discharged through Outfall 002, and (b) submit a plan and schedule
for conducting non -targeted analysis of all process and non -process wastewater
and stormwater streams to identify any additional PFAS and developing test
methods and lab standards for such compounds. Chemours shall commence
implementation of such plan within thirty (30) days of approval by DEQ.
Chemours shall follow the EPA's Protocol for Review and Validation of New
Methods for Regulated Organic and Inorganic Analytes in Wastewater under
EPA's Alternate Test Procedure Program, see
https://www.epa.gov/sites/production/files/2016-03/documents/chemical-new-
method-protocol_feb-2016.pdf, and shall write each test procedure in the
standard EPA format.
b. Samplingplan: By December 31, 2018, Chemours shall submit a sampling plan
to DWR for approval. This sampling plan shall include proposed locations for
the sampling to carry out the initial characterization of all PFAS described in
subparagraph (c).
c. Initial characterization: Within thirty (30) days of approval of the sampling
plan, Chemours shall commence submission of quarterly reports to DEQ
identifying PFAS constituents and initial concentrations at any level above the
practical quantitation limit in all process and non -process wastewater and
stormwater at the Facility, including, but not limited to, all process and non-
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process wastewater and stormwater discharged through Outfall 002. As part of
these reports, process and non -process wastewater and stormwater shall be
characterized from each of Chemours' manufacturing areas as well as from the
manufacturing areas of Chemours' tenants, Kuraray and DuPont. Similar
testing for HAS constituents in the raw water intake shall be performed in
conjunction with other sampling in order to assess background concentrations.
The final quarterly report shall be submitted, and initial characterization of all
PFAS completed, no later than eighteen (18) months after approval of the
sampling plan.
d. Ongoing sampling: For all HAS for which test methods and lab standards have
been developed Chemours, at least every two months, shall sample for each
such PFAS at approved locations and report the results to DWR. Approved
locations shall, at a minimum, include the locations described in subparagraph
11(c), unless Chemours has demonstrated through its initial characterization
that a manufacturing area does not contribute to PFAS loading. After two years
of such sampling, Chemours may request that DWR agree to a reduced
sampling frequency.
e. Ongoing duty to disclose: Chemours shall have an ongoing duty to disclose (i)
any previously undisclosed PFAS and concentrations of any previously
undisclosed PFAS in all process and non -process wastewater and stormwater at
the Facility, and (ii) any new process or production that may lead to the addition
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of any previously undisclosed HAS in process and non -process wastewater and
stormwater at the Facility. For any such PFAS, Chemours shall provide DWR
with available test methods and lab standards as specified in subparagraph (a)
above.
11.1 Characterization of PFAS Contamination in Downstream Raw Water Intakes:
Within six months of entry of this Order, Chemours shall submit an analysis to DEQ reporting
contributions of PFAS (including identification and mass loading of each PFAS) from the Facility
to the raw water intakes of downstream public water utilities.
11.2 Characterization of HAS Contamination in River Sediment: Within six months of
entry of this Order, Chemours shall develop a plan for assessing the nature and extent of PFAS
sediment contamination in the Cape Fear River originating from the Facility, and submit the plan
and a schedule for implementation to DWR for approval. Within thirty (30) days of DEQ's
approval of the plan and schedule by DWR, Chemours shall commence implementation of the
plan. Upon completion, Chemours shall summarize its findings in a report to be submitted to
DEQ, Cape Fear River Watch, and to downstream water utilities.
12. Accelerated Reduction of PFAS Contamination in the Cape Fear River and
Downstream Water Intakes:
a. In order to reduce HAS contamination in the Cape Fear River and in the raw
water intakes of downstream public water utilities on an accelerated basis,
within six months of entry of this Order, Chemours shall submit to DEQ and
Cape Fear River Watch a plan demonstrating the maximum reductions in HAS
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loading from the Facility (including loading from contaminated stormwater,
non -process wastewater, and groundwater) to surface waters, including Old
Outfall 002, that are economically and technologically feasible, and can be
achieved within a two-year period ("PFAS reduction targets"). The plan shall
be supported by interim benchmarks to ensure continuous progress in reduction
of HAS loading. If significantly greater reductions can be achieved in a longer
implementation period, Chemours may propose, in addition, an implementation
period of up to five years supported by interim benchmarks to ensure
continuous progress in reduction of PFAS loading. In demonstrating maximum
reductions in HAS loading to the Cape Fear River, Chemours may take into
account the PFAS loading reductions to be achieved pursuant to subparagraph
12(e). Subject to approval by DEQ, the plan may include actions to be
undertaken by other entities that have contributed to the need for such
remediation. Chemours shall simultaneously transmit the plan to downstream
public water utilities. DEQ will make DEQ staff available to meet with
downstream public water utilities to receive input on the plan.
b. The plan shall include a model accounting for all sources of HAS (including
identification and mass loading of all PFAS) from the Facility contributing to
the loading of PFAS into the Cape Fear River, Willis Creek, Georgia Branch,
and Old Outfall 002.
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c. The model shall be prepared by a third party approved by DEQ after
consultation with Cape Fear River Watch. Prior to conducting the modeling
analysis, the third party shall submit to DEQ for approval a scope of work
describing the modeling analysis. DEQ shall consider all timely comments
received from Cape Fear River Watch prior to agency approval of any such
document.
d. DEQ and Cape Fear River Watch shall review the plan developed by Chemours,
and the Parties shall work together in good faith to determine if the PFAS
reduction targets identified by Chemours represent the maximum reductions
that are economically and technologically feasible, and can be implemented
over a two-year period (or longer as proposed in an alternate plan), or whether
the Parties can identify and agree upon further reductions. The burden is on
Chemours to demonstrate that the concentrations of GenX and perfluoro-l-
methoxyacetic acid (PFMOAA) detected in Outfall 002 cannot be reduced by
at least 80% from baseline levels, including after measurable storm events, as
defined in 40 C.F.R. 122.21(g)(7)(ii), within 2 years.
e. By September 30, 2019, Chemours shall complete, at a minimum, monthly
surface water sampling in Old Outfall 002 (beginning no later than March 2019)
at the locations marked A (mouth of stream), A (seep), B, C, D, E, Option B
(proposed dam), and Creek A2 in Attachment A for any PFAS for which test
methods and laboratory standards have been developed as of the date of entry
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of the Consent Order. Also by September 30, 2019, Chemours shall complete
pilot scale testing of treatment equipment to determine its control efficiency for
all HAS identified in Old Outfall 002. The results of this pilot testing shall be
supported by at least three (3) months of sampling data, and submitted to DWR
for review and approval. In addition, within ninety (90) days of entry of this
Consent Order, Chemours shall submit a plan analyzing the options below and
implement one of them upon approval by DEQ and Cape Fear River Watch:
i. Provided that DEQ issues any necessary permits authorizing such
discharge and subject to any conditions imposed by such permits, and
provided that any other permitting authority with jurisdiction over the
project issues any other necessary permits, by September 30, 2020, at or
near the Option B location (proposed dam) depicted in Attachment A,
Chemours shall implement a system to capture the dry weather flow at
that location and treat such water prior to discharge pursuant to such
permits or authorizations as DEQ may issue. Chemours shall submit
timely and complete applications and take all other actions necessary to
obtain any necessary permits or authorizations to carry out the
requirements of this paragraph. The treatment system shall meet such
discharge standards as shall be set by DEQ, and shall, in addition and at
a minimum, be at least 99% effective in controlling indicator
parameters, GenX and PFMOAA;
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ii. By September 30, 2020, Chemours shall implement such measures to
reduce PFAS loading from Old Outfall 002 to the Cape Fear River that
will achieve results that are demonstrated to be equivalent to or greater
than the reductions that would be obtained under subparagraph (i)
above.
Following the completion of the groundwater remediation set forth in Paragraph
16, Chemours shall remove any dam(s) placed within Old Outfall 002 and restore
the channel to its condition prior to the installation of the dam.
f. Provided that the Parties come to an agreement regarding additional PFAS
reductions, within eight months after entry of this Order, DEQ, Cape Fear River
Watch and Chemours shall jointly move to amend this Consent Order to
incorporate any agreed upon reductions as enforceable requirements of this
Consent Order as well as stipulated penalties for non-compliance. If DEQ,
Cape Fear River Watch, and Chemours are unable to mutually agree upon
additional PFAS reductions within eight months after entry of this Order: (i) the
Parties may jointly stipulate to additional time in which to submit a joint motion
to amend, or (ii) Cape Fear River Watch, DEQ, and Chemours may bring any
dispute regarding the additional reductions before the Court for resolution. In
resolving any such dispute, the Court shall, in addition to considering testimony
by qualified experts presented by the parties, give due regard to the
demonstrated knowledge and expertise of DEQ with respect to the evaluation
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of the economic and technological feasibility of environmental remediation and
the application of that knowledge and expertise to other remediation projects.
After the Court amends this Consent Order or otherwise resolves this issue,
Chemours shall commence implementation within thirty days of such an
amendment or other resolution of the issue, and comply with the reduction
targets mandated.
g. Nothing in this paragraph shall be construed to limit Chemours' obligations to
submit and implement a complete Corrective Action Plan pursuant to paragraph
16, but Chemours may propose such a Corrective Action Plan that integrates
the requirements of this paragraph.
13. Facility Site Visit: By February 28, 2019, Chemours shall provide DEQ and Cape
Fear River Watch with a tour of the exterior grounds of the Facility, including Old Outfall 002,
Outfall 002, the terracotta pipe (which formerly carried industrial process wastewater), discharge
locations to surface waters, and the proposed sampling locations contemplated by paragraph 11(b).
14. Toxicity Studies: Within thirty (30) days of entry of this Consent Order, Chemours
shall submit a plan and proposed schedule for review and approval by DEQ for funding and
facilitating the conducting of an initial set of toxicity studies by a qualified third party approved
by DEQ relating to both toxicity assays informative to human health and aquatic life sufficient to
aid in development of surface water and groundwater regulatory standards for up to five HAS as
determined by DEQ. The plan shall provide for the studies and parameters identified in
Attachment B as well as technologically feasible dosing parameters to be agreed upon by
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Chemours and DEQ. Chemours shall implement the measures set forth in the approved plan. DEQ
reserves the right to seek additional toxicity studies or additional health, chemical persistence and
environmental fate information beyond the scope of the initial set of studies required by this
paragraph. DEQ shall consider public comments in determining what additional toxicity studies
or additional health, chemical persistence and environmental fate information are needed.
Chemours reserves the right to contest any efforts by DEQ to seek additional toxicity studies or
additional health, chemical persistence and environmental fate information from Chemours
beyond the scope of the initial set of studies required by this paragraph. Additionally, modification
of toxicity study(ies) specified in Attachment B shall permitted, upon agreement between DEQ
and Chemours, only if DEQ determines that such modification will provide substantially better
information. Any dispute with respect to this paragraph that the parties are unable to resolve after
good faith negotiations shall be resolved by the Court, which shall determine whether the disputed
activity is reasonably necessary to achieve the objectives of this paragraph.
15. Notice to and Coordination With Water Utilities: In the event of an upset or other
operating condition at the Facility that has the potential to cause (i) a discharge of GenX
Compounds or any PFAS for which analytical test methods and lab standards have been developed
into the Cape Fear River through Outfall 002 at concentrations exceeding 140 ng/L, or any
applicable health advisory, whichever is lower, or (ii) a material increase in the concentration of
any HAS in effluent being discharged into the Cape Fear River through Outfall 002 or any future
permitted discharge, Chemours shall provide notice to downstream public water utilities, DEQ,
and Cape Fear River Watch within one (1) hour of knowledge of the condition. Chemours shall
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maintain a list of appropriate contacts of downstream public water utilities, which Chemours shall
routinely update by requesting contact information from DEQ. Chemours shall also post a
description of the condition including any estimated quantity of the release on a publicly available
website within twenty-four (24) hours of knowledge of the condition.
E. COMPLIANCE MEASURES — GROUNDWATER
16. Groundwater Remediation:
a. By December 31, 2019, Chemours shall submit for approval by DEQ a
complete Corrective Action Plan that complies with the requirements of the 2L
Rules and guidance provided by DEQ. DEQ shall put the draft Corrective
Action Plan to public notice and provide at least 30 days thereafter in which to
provide written comments. DEQ shall consider any written comments received
prior to approving the Corrective Action Plan.
b. Chemours shall implement the Corrective Action Plan in accordance with a
schedule approved by DEQ. Except as otherwise allowed in or provided under
the 2L Rules, the Corrective Action Plan must provide, upon full
implementation, for the remediation of groundwater to the standards set forth
in 15A NCAC 2L.0202. Subject to approval by DEQ, the Corrective Action
Plan may include actions to be undertaken by other entities that have
contributed to the need for such remediation.
c. The Corrective Action Plan shall include the installation of groundwater
monitoring wells along Old Outfall 002, Willis Creek, Georgia Branch, and the
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Cape Fear River in sufficient number and in locations adequate for monitoring
the quality of groundwater entering surface waters, and include the collection
and reporting of accurate baseline concentrations for all PFAS for which test
methods and lab standards have been developed within each groundwater
monitoring well installed pursuant to this paragraph, in addition to existing
long-term wells (LTWs) along the Cape Fear River. As test methods and lab
standards are developed for additional PFAS, the Corrective Action Plan shall
be amended to address those PFAS.
d. At a minimum, in addition to any measures that might be otherwise required to
comply with the 2L Rules, and notwithstanding any provisions of the 2L rules
or other exceptions that might apply to corrective action plans, the Corrective
Action Plan must require Chemours to reduce the PFAS loading to surface
water (Old Outfall 002, Willis Creek, Georgia Branch, and the Cape Fear
River), for the PFAS for which test methods and lab standards have been
developed, by at least 75% from baseline. The baseline will be established
using the average of the concentrations of the PFAS in the groundwater
monitoring wells for each surface water and LTWs along the Cape Fear River
over the first four (4) quarters of sampling. To demonstrate compliance, mass
loading to surface water (Old Outfall 002, Willis Creek, Georgia Branch, and
the Cape Fear River), must be reduced by at least 75% from baseline for at least
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eight (8) consecutive quarters and determined using measured concentrations
in groundwater monitoring wells and LTW wells.
17. Lining ofNafion Ditch and Sedimentation Ponds: Chemours completed permanent
lining of the Nafion Ditch by November 7, 2018 and permanent lining of the south sedimentation
pond by November 8, 2018. Chemours completed permanent lining of the north sedimentation
pond by December 31, 2018.
18. On and Offsite Assessment: Chemours shall fund a third party contractor(s),
approved by DEQ after consultation with Cape Fear River Watch, to conduct a comprehensive
assessment of on and offsite groundwater contamination that complies with the requirements of
the 2L Rules. This assessment shall include an analysis of: (i) the source and cause of
contamination; (ii) any imminent hazards to public health and safety and any actions taken to
mitigate them; (iii) all receptors (to include as potential receptors drinking water wells and surface
waters) and significant exposure pathways; (iv) the horizontal and vertical extent of soil and
groundwater contamination and all significant factors affecting contaminant transport; and (v)
geological and hydrogeological features influencing the movement, chemical, and physical
character of the contaminants. This assessment shall also identify any groundwater seeps
contributing to surface water contamination at the site and areas with significantly contaminated
sediment. The assessment shall be submitted to DWM and Cape Fear River Watch by September
30, 2019.
F. COMPLIANCE MEASURES —
REPLACEMENT DRINKING WATER SUPPLIES
23

19. Provision of Public Water Supplies or Whole Building Filtration Systems:
Chemours shall establish and properly maintain permanent replacement drinking water supplies in
the form of public water or a whole building filtration system for any party (i.e., household,
business, school, or public building) with a private drinking water well that has been found through
testing validated by DEQ to be contaminated by concentrations ofGenX compounds in exceedance
of 140 ng/L, or any applicable health advisory, whichever is lower. Under this provision,
permanent replacement water supplies shall be established by connection to a public water supply,
except that:
a. in lieu of a connection to public water supply, an affected party may elect to
receive either a whole building filtration system approved by DEQ or under
sink reverse osmosis systems (installed at every kitchen and bathroom sink at
the election of the affected party) approved by DEQ, in which case Chemours
shall install and properly maintain such filtration systems;
b. an affected party may elect to decline any permanent replacement drinking
water supply;
c. if DEQ determines that connection to a public water supply to a an affected
party would be cost -prohibitive (i.e., greater than $75,000) or unsafe, DEQ may
authorize provision of a permanent replacement water supply to that affected
party through installation and ongoing maintenance of either a whole building
filtration system approved by DEQ or reverse osmosis systems approved by
NE

DEQ installed at every kitchen and bathroom sink (at the election of the affected
party).
Permanent replacement drinking water supplies established pursuant to this paragraph shall be
installed no later than: (i) nine (9) months from the date Chemours becomes aware that the affected
party qualifies for replacement drinking water; or (ii) if Chemours is aware that an affected party
qualifies for replacement drinking water at the time this Consent Order is entered, nine (9) months
from the date of entry of this Consent Order. For affected parties, Chemours shall be liable to pay
for any water bills from public utilities for a period of twenty (20) years up to $75/month/affected
party, provided that the monthly cap on public utility bills may be reevaluated by DEQ every two
(2) years and adjusted by the average percentage increase or decrease in utility rates a given county.
20. Provision of Reverse Osmosis Drinking Water Systems: Chemours shall provide
for and properly maintain permanent replacement water supplies through the installation of three
under sink reverse osmosis drinking water systems approved by DEQ for any party (i.e.,
household, business, school, or public building) that does not qualify for permanent replacement
of a private drinking water supply pursuant to paragraph 19 with a drinking water supply well
contaminated by:
a. combined quantifiable concentrations of PFAS listed in Attachment C in
exceedance of 70 ng/L; or
b. quantifiable concentrations of any individual PFAS listed in Attachment C in
exceedance of 10 ng/L.
25

In the event that the water from more than one sink may be filtered using a single reverse osmosis
system with the same or better results for finished water, Chemours may request approval from
DEQ to implement such a system in lieu of a reverse osmosis system under each sink. For any
public building (e.g., schools or government buildings) that qualifies for permanent replacement
drinking water pursuant to this paragraph, Chemours shall either (i) provide and properly maintain
under sink reverse osmosis drinking water systems approved by DEQ at each drinking fountain
and at each sink that is used for drinking water, or (ii) provide, after consultation between DEQ,
Chemours, and the management of the school or building, and subject to DEQ's approval, another
effective system or equipment (such as, without limitation, construction of a deeper well,
installation of a whole building filtration system, provision and supply of drinking water coolers).
Permanent replacement drinking water supplies established pursuant to this paragraph shall be
installed by Chemours by no later than: (i) six (6) months from the date Chemours becomes aware
that an affected party qualifies for replacement drinking water; or (ii) if Chemours is aware that an
affected party qualifies for replacement of drinking water at the time this Consent Order is entered,
six (6) months from the date of entry of this Consent Order.
21. Private Well Testing: Chemours shall find sampling by a third party laboratory
approved by DEQ of drinking water wells for a distance of at least one -quarter (1/4) mile beyond
the nearest well with test results showing a quantifiable level of any HAS listed in Attachment
C above 10 ng/L. Such testing shall be completed within eighteen (18) months of entry of this
Order. Additionally, by December 31, 2018, Chemours shall fund re -analysis by a third party
laboratory approved by DEQ for all PFAS listed in Attachment C of any previously collected
►..

groundwater samples that were analyzed only for GenX, GenX Compounds, or a subset of the
PFAS listed in Attachment C. Chemours shall retest annually to determine the extent of HAS
contamination. Chemours shall request incorporation of a plan to carry out this requirement in its
Corrective Action Plan.
22. Provision of Sampling Results: On an ongoing basis and within seven (7) days of
receiving any groundwater or finished water sampling results, Chemours shall provide these results
to DEQ, with samples identified by both address and sample ID. Within seven (7) days of
receiving test results, Chemours shall also provide sampling results to parties who have had their
wells or finished water tested. For parties whose wells were tested prior to the lodging of this
Consent Order, Chemours shall ensure that they have received sampling results within seven (7)
days of the lodging of this Consent Order.
23. Interim Replacement of Private Drinking Water Supplies: Within three (3) days of
Chemours becoming aware that a party qualifies for permanent replacement of private drinking
water pursuant to paragraph 19 or 20 (or, for parties whose wells were previously tested and found
to qualify for permanent replacement water pursuant to paragraph 19 or 20, as soon as practicable
and no later than thirty (30) days after entry of this Consent Order), Chemours shall offer
temporary replacement water supplies (i.e., bottled water) until such time as permanent
replacement water supplies have been provided. For any party that is eligible for permanent
replacement water supplies pursuant to paragraph 19 or 20 but declines to receive such permanent
replacement water supplies, Chemours shall provide bottled water for at least three (3) months
27

after receiving written confirmation that an affected party declines to receive permanent
replacement water supplies.
24. Drinking Water Compliance Plan:
a. By no later than sixty (60) days after entry of this Order, Chemours shall submit
a plan for compliance with paragraphs 19-23 to DEQ for approval. This plan
shall include a detailed schedule with milestones for Chemours to fund a third
party to (1) sample private drinking water wells, (2) flush the drinking water
supply plumbing (including flushing hot water heaters to remove solids) and
replace, when deemed necessary by DEQ, previously installed water treatment
systems (such as water softeners or filters) for any building receiving permanent
replacement drinking water supplies under paragraph 19, (3) implement a
testing program of finished water, as acceptable to DEQ, to demonstrate the
effectiveness of filter systems, and (4) maintain filtration systems installed
pursuant to paragraph 19 or 20 for a minimum of 20 years or until such a time
as testing of groundwater demonstrates that each HAS listed in Attachment
C is below any applicable health advisory, whichever is longer.
b. DEQ shall establish a process for addressing citizen complaints related to
implementation of the plan.
c. In the event that a filtration system does not function properly or effectively as
determined by DEQ, Chemours shall, within 30 days, submit a plan and
28

schedule to DEQ for providing an alternative source of drinking water.
Chemours shall implement the plan upon approval by DEQ.
25. Extension of Deadlines: For good cause shown, Chemours may submit to DEQ one
or more requests for extensions of up three months each for any deadline specified in paragraphs
f L051
G. OTHER COMPLIANCE MEASURES
25.1 flit Samples: Whenever Chemours collects any water sample pursuant to this
Consent Order, it shall, if DEQ so requests for that sample, send a split sample to DEQ at a location
to be specified by DEQ in its request, for additional analysis. DEQ retains its authority to take
independent samples and to observe any sampling taken by Chemours or Chemours' contractor(s).
26. Total Organic Fluorine: Chemours shall fund development by a third party
contractor(s) of a sampling and analytical methodology for the measurement of Total Organic
Fluorine in its process air emissions and process wastewater. Chemours' contractor(s) shall (1) be
approved by DEQ, (ii) submit quarterly reports to DEQ, and (iii) submit the completed
methodology to DEQ for review by December 31, 2020.
27. Fate and Transport: Chemours shall fund development by a third party
contractor(s) of a study, based on the best available data and information, analyzing the fate and
transport of identified PFAS originating from the Facility in air, surface water and groundwater.
Chemours' contractor(s) shall (1) be approved by DEQ, and (ii) submit the completed study to
29

DEQ for review by June 30, 2019. This study may be done as part of another study required by
this Order.
28. Reporting_ Chemours shall submit quarterly progress reports to DEQ detailing the
work and activities undertaken and completed pursuant to the requirements set forth in this Order.
The quarterly reports are due no later than the thirtieth (30th) day of January, April, July, and
October for the duration of this Order.
H. COMPLIANCE MEASURES -PUBLIC INFORMATION
29. Whenever Chemours proposes to make a change to its facility operations that would
result in (i) the use, production, or release into the environment of a previously undisclosed HAS
or (ii) the material increase in the release to the environment of a previously disclosed PFAS,
Chemours shall conduct at least one public meeting in Bladen County or, at the request of DEQ,
two public meetings —one in Bladen County and one in another county down river from the
Facility —and, at least four weeks prior to the meetings, notify DEQ and Cape Fear River Watch
when and where the meetings will occur. Chemours shall notify the public at least two weeks
before the public hearing by issuing a press release and posting the release on a publicly available
website. Any meeting shall be held prior to permit applications for the change, if any, being
submitted to DEQ.
30. Chemours shall post all submissions made by Chemours to DEQ pursuant to this
Order, other than any submissions containing (i) confidential business information of Chemours,
(ii) information concerning specific residents or other individuals, or (iii) other information that

DEQ determines would be exempt from disclosure under the North Carolina Public Records Act
and should not be posted, to a publicly accessible website within 30 days of submission.
I. PENALTIES AND INVESTIGATIVE COSTS
31. Stipulated Penalties: Unless excused under paragraph 32, Chemours shall pay, by
certified check payable to the North Carolina Department of Environmental Quality, stipulated
penalties according to the following schedule for failure to perform activities described in
paragraphs 7-30.
Failure to meet 82% emissions
$200,000
reduction milestone in paragraph 8
Failure to meet 92% emissions
$350,000
reduction milestone in paragraph 8
Failure to meet 99% emissions
$1,000,000
reduction milestone in paragraph 8
Failure to meet technology milestone
$5,000/day for first 14 days;
in paragraph 7 (not including control
$30,000/day thereafter
efficiency requirements).
$50,000 for the first failed
test.
Failure to meet any control efficiency
$25,000/week thereafter until
requirements in paragraph 7.
the date of testing showing
compliance.
Failure to meet PFAS loading
To be incorporated in
reductions incorporated pursuant to paragraph
amended Order pursuant to
12.
paragraph 12
Failure to meet any other deadline in
$1,000/day for first 7 days;
this Consent Order to which no other
$2,000/day thereafter
stipulated penalties are applicable.
32. Force Majeure: The stipulated penalties specified in paragraph 31 are not due if
Chemours satisfies DEQ that noncompliance was caused solely by:
31

a. An act of God;
b. An act of war;
c. An intentional act or omission of a third party, but this defense shall not be
available if the act or omission is that of an employee or agent of Chemours or
if the act or omission occurs in connection with a contractual relationship with
Chemours;
d. An extraordinary event beyond the Chemours' control, specifically including
any court order staying the effectiveness of any necessary permit or approval.
Contractor delays or failure to obtain funding will not be considered as events
beyond Chemours' control; or
e. Any combination of the above causes.
33. Civil Penalty and Investigative Costs: By no later than thirty (30) days following
entry of this Order, Chemours shall pay, by certified check payable to the North Carolina
Department of Environmental Quality, a civil penalty in the amount of $12,000,000 and
investigative costs in the amount of $1,000,000.
J. RELEASE AND RESERVATION OF RIGHTS
34. Subject to paragraph 35, this Consent Order releases and resolves civil and
administrative claims for injunctive relief and civil penalties by Plaintiff against Chemours relating
to the release of PFAS from the Facility that have been or could have been brought based on
information known to DEQ prior to the lodging of the original Proposed Consent Order on
November 28, 2018 for past and continuing violations of the following statutes and regulations:
32

the Clean Water Act and regulations promulgated thereunder; the Clean Air Act and regulations
promulgated thereunder; and the North Carolina statutes and regulations referenced in the
Complaint, the Amended Complaint and the NOVs (collectively, the "Subject Statutes and
Regulations"). Furthermore, DEQ agrees that, based on information known to DEQ prior to the
lodging of the original Proposed Consent Order on November 28, 2018, this Consent Order
addresses and resolves any violation or condition at the Facility insofar as it could serve as the
basis for a claim, proceeding, or action pursuant to Section 13.1(a) or (c) of North Carolina Session
Law 2018-5.
35. Plaintiff reserves all legal and equitable remedies available to enforce the
provisions of this Consent Order, including requesting the Court to exercise its contempt powers,
provided that the stipulated penalties set forth in paragraph 31 shall be the exclusive monetary
remedy for any violation of this Consent Order to which they apply. Plaintiff retains all legal and
equitable remedies to address any imminent and substantial endangerment to the public health or
welfare or the environment arising as a result of activities at the Facility whether related to the
violations addressed in this Consent Order or otherwise. Nothing in this Order shall prevent
Plaintiff, acting pursuant to applicable law, from requiring Chemours to take further interim
measures to reduce air emissions of PFAS other than GenX Compounds prior to installation of the
thermal oxidizer. Nothing in this Consent Order shall restrict the right of DEQ to inspect or take
enforcement action against Chemours for any new or subsequent violations (violations not
addressed in paragraph 34) of the Subject Statutes and Regulations, or the right of Chemours to
33

contest any subsequent enforcement action based on allegations of new, subsequent or repeated
violations, to the extent provided by law.
35.1 Nothing in this Consent Order releases any other entity, including DuPont, from
any liability they may have resulting from their actions.
36. Nothing in this Consent Order releases Chemours from any liability it may have to
any third parties arising from Chemours' actions or releases any claims by any third party,
including the claims in: (a) Nix v. The Chemours Co. FC, LLC, No. 7:17-CV-0189-D (E.D.N.C.);
(b) Cape Fear Public Utility Authority v. The Chemours Co. FC, LLC, No. 7:17-CV-00195-D
(E.D.N.C.); (c) Morton v. The Chemours Co., No. 7:17-CV-00197-D (E.D.N.C.); (d) Carey v. E.I.
du Pont de Nemours & Co., No. 7:17-CV-00201-D (E.D.N.C.); (d) Brunswick Co. v. DowDuPont,
Inc., No. 7:17-CV-00209-D (E.D.N.C.) (including the claims asserted by Town of Wrightsville
Beach and Lower Cape Fear Water and Sewer Authority in the Master Complaint of Public Water
Suppliers filed January 31, 2018); and (e) Dew v. E.I. du Pont de Nemours & Co., No. 7:18-cv-
00073-D (E.D.N.C.).
K. INTERVENTION OF CAPE FEAR RIVER WATCH
37. For the purpose of entering into this Consent Order and resolving Cape Fear River
Watch's pending actions in Cape Fear River Watch v. North Carolina Department of
Environmental Quality, 18 CVS 2462 (New Hanover Cty. Sup. Ct.) and Cape Fear River Watch
v. Chemours Company FC, LLC, No. 7:18-cv-00159 (E.D.N.C.), Plaintiff and Chemours consent
to the intervention of Cape Fear River Watch as a Plaintiff in this matter.
011

38. Plaintiff shall have sole authority to enforce of the requirements of this Consent
Order in this Court against Chemours, except that Cape Fear River Watch shall also have authority
to enforce paragraphs 7, 8, 10, 11, 11.1, 11.2, 12, 15, 16(d), 29, 40, and 46, provided that Cape
Fear River Watch's authority to enforce a requirement under paragraph 7 or 8 shall cease upon
incorporation of that requirement into the Facility's air permit, and further provided that Cape Fear
River Watch shall provide Chemours and DEQ with at least 14 days advance notice of any
compliance concern that could result in an enforcement action, and the parties shall confer in an
effort to resolve any dispute prior to its presentation to the Court. Furthermore, Cape Fear River
Watch shall have the right to be heard in any proceeding before this Court in which Plaintiff is
seeking to have the terms of this Consent Order enforced.
39. Within fifteen (15) days of entry of this Consent Order, Cape Fear River Watch
agrees to voluntarily dismiss with prejudice its Petition for Judicial Review in Cape Fear River
Watch v. North Carolina Department of Environmental Quality, 18 CVS 2462 (New Hanover Cty.
Sup. Ct.). Within sixty (60) days of entry of this Consent Order, Cape Fear River Watch agrees
to voluntarily dismiss with prejudice its action in Cape Fear River Watch v. Chemours Company
FC, LLC, No. 7:18-cv-00159 (E.D.N.C.) for Chemours' alleged violations of the Clean Water Act
and the Toxic Substances Control Act alleged by the Cape Fear River Watch prior to the date of
entry of this Order.
40. Chemours shall provide quarterly progress reports submitted to DEQ concurrently
to Cape Fear River Watch. Within thirty (30) days of receiving those reports, DEQ shall make
relevant staff available for an in person meeting with Cape Fear River Watch to discuss the status
35

of Chemours' performance of its obligations under the Consent Order and DEQ's review of any
relevant submissions.
L. MISCELLANEOUS
41. Effect of this Order: This Consent Order (a) shall be binding on the parties as an
order of the Court, (b) is not, and shall not be construed to be, a permit issued pursuant to any
federal or state statute or regulation, and (c) is not, and shall not be construed to be, a determination
on the merits of any of the factual allegations or legal claims advanced by any party in this action,
including in DEQ's Complaint or Amended Complaint, Chemours' Answer, any Notices of
Violation, or the proposed findings of fact or conclusions of law filed by DEQ in connection with
prior motions or status reports. Nothing in this Consent Order limits Chemours' obligations to
comply with the requirements of all applicable state and federal laws and regulations, provided
that nothing in this sentence limits the scope of the release under paragraph 34.
42. No Admission: By agreeing to entry of this Consent Order, Chemours makes no
admission of law or fact with respect to the allegations in the Complaint or Amended Complaint,
any Notices of Violation, or the proposed findings of fact or conclusions of law filed by DEQ in
connection with prior motions or status reports, and does not admit to any other factual or legal
determination, and denies any non-compliance or violation of any law, regulation or permit
referenced therein or in this Consent Order. In particular, and without limiting the foregoing,
Chemours does not admit that any concentration -based standard referenced herein for GenX
compounds or other PFAS is scientifically supported or legally or factually appropriate.
36

43. Findings of Fact and Conclusions of Law: The Parties waive any requirement for
formal findings of fact and conclusions of law and agree that this Consent Order shall be binding
upon them the same as if entered by a Superior Court Judge after a hearing on the merits of all
matters now pending.
44. Carbon Filtration Systems: DEQ and Chemours have cooperated to develop and
implement a program for testing the efficacy of granular activated carbon filtration systems in
removing GenX and PFAS compounds from drinking water. Under test conditions, PFAS tested
in post -treatment water were either not detected at all or detected at concentrations below 10 ng/L
and near the reporting limit.
45. Cooperation: The Parties acknowledge that this Consent Order is the product of
good faith efforts and discussions since the filing of the draft Proposed Order, and that Chemours
has cooperated with DEQ in responding to issues and requests raised by DEQ and in voluntarily
undertaking significant corrective and remedial measures while these discussions were ongoing.
46. Notices and Submissions:
a. Whenever notice is required to be given or a document is required to be sent by
one Party to another under the terms of this Consent Order, it shall be provided
to all parties, directed to the individuals at the addresses specified below, unless
those individuals or their successors give notice of a change to the other Parties
in writing. Notice or submission by electronic mail is acceptable.
As to DEQ:
Sheila Holman
37

Assistant Secretary for the Environment
1601 Mail Service Center
Raleigh, NC 27699-1601
[e-mail]
Cc: William F. Lane
General Counsel
1601 Mail Service Center
Raleigh, NC 27699-1601
[e-mail]
Francisco Benzoni
Special Deputy Attorney General
PO Box 629
Raleigh, NC 27602
[e-mail]
As to DAQ:
Michael Abraczinskas
Director, Division of Air Quality
1641 Mail Service Center
Raleigh, NC 27699-1641
[e-mail]
As to DWM:
Michael Scott
Director, Division of Waste Management
1646 Mail Service Center
Raleigh, NC 27699-1646
[e-mail]
A trn TiVVR'
Linda Culpepper
Interim Director, Division of Water Resources
1611 Mail Service Center
Raleigh, NC 27699-1611
As to Chemours:
38

David C. Shelton, Esq.
Senior Vice President, General Counsel & Corporate Secretary
The Chemours Company
1007 Market Street
Wilmington, DE 19898
[phone]
[e-mail]
Cc: John F. Savarese, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52" d Street
New York, NY 10019
[phone]
[e-mail]
As to Cape Fear River Watch:
Kemp Burdette
Cape Fear River Watch
617 Surry Street
Wilmington, NC 28401
[phone]
[e-mail]
cc: Geoff Gisler
Southern Environmental Law Center
601 West Rosemary Street, Suite 220
Chapel Hill, NC 27516-2356
[phone]
[e-mail]
b. Chemours shall provide all submissions and notices made by Chemours to
DEQ, DAQ, DWM, DWR pursuant to this Order concurrently to Cape Fear
River Watch, redacting confidential business information of Chemours, and
information concerning specific residents or other individuals. DEQ shall
39

consider all timely comments received from Cape Fear River Watch prior to
agency approval of any such document.
47. Permits: In accordance with applicable law, DEQ agrees to review and act timely
on all applications by Chemours for permits necessary for Chemours to undertake the actions
required under this Consent Order, including without limitation all permits necessary for
Chemours to construct, install and operate the thermal oxidizer system. In accordance with
applicable law, DEQ agrees (i) to review and act timely on an application by Chemours for a new
NPDES permit; (ii) to meet monthly with Chemours and work in good faith with Chemours to
identify, review and discuss information necessary for Chemours to complete its application; and
(iii) to review and act on Chemours' application in a manner consistent with the Clean Water Act
and associated regulations as well as N.C. Gen. Stat. § 143-215.1 and associated regulations,
practices, and procedures for permitting the discharge of industrial process wastewater with
conditions and limitations necessary to protect public health and the environment.
48. Public Participation: The original Proposed Consent Order was previously released
for public notice and comment by DEQ for a period of forty seven (47) days. DEQ reserved the
right to withdraw or withhold its consent if the comments regarding the Consent Order disclosed
facts or considerations indicating that the Consent Order is inappropriate, improper, inadequate,
or required modification. Following the close of that comment period and DEQ's consideration of
comments received, (i) DEQ fully addressed the comments it received, (ii) the Parties agreed to
the modifications that are reflected in this Consent Order in response to public comment, and (iii)
the Parties support and will seek the entry of this Consent Order by the Court. The Parties consent
M

to entry of this Consent Order and agree not to withdraw from or oppose entry of this Consent
Order by the Court or to challenge any provision of the Consent Order.
49. Successors and Assigns: This Consent Order shall be binding upon, and inure to
the benefit of, the Parties and their respective successors and assigns (who shall not be considered
third parties). No third party shall be deemed the beneficiary of, or as having the right to enforce,
this Consent Order.
50. Effective Date: This Consent Order shall become effective on the date that it is
entered by the Court. In the event that deadlines for any obligations under this Consent Order arise
prior to its entry by the Court, such obligations shall take effect upon such entry by the Court.
51. Duration: This Court retains jurisdiction over both the subject matter of this
Consent Order and the Parties for the duration of the performance of the terms and provisions of
this Consent Order to effectuate or enforce compliance with the terms of this Consent Order,
provided that after January 1, 2023, any provision of this Consent Order may be terminated under
the following circumstances:
a. (i) Chemours has discharged the obligations set forth in the provision and six
months have elapsed since the date on which Chemours discharged its
obligations; or (ii) If the requirements of the provision have not been fully
discharged, requirements at least as stringent have been incorporated into a
permit, Corrective Action Plan, or other regulatory instrument enforceable by
DEQ; and
EF

b. (i) The Parties stipulate that the above conditions have been met and file a notice
of full or partial termination with the Court; or (ii) After all parties have been
heard, Chemours demonstrates to the Court that the conditions specified in
subparagraph (a) above have been met.
52. This Consent Order may be signed out -of -court, out -of -term, and out -of -county.
This the2�daay, of F a.y 2019.
Douglas B. Yasser
Superior Court Judge
42

CONSEATEDTO BY:
NORTH CAJ� 1 �'A E ARTM N`I' OF If1N IRONNIEWAL QUALITY
E3y: —� Date:
Michael Regan
Secretary
By:
F"rarlcisco Benzoni, as to forn-i oifly
Special Deputy Attorney General
TIIIs CHEi1! OURS COA ANY LC, L,L C
By: _ -- -- — -- — Date V4 r � I 4.c�t`�
Daic Siiel( 1 --
Serlror V lI residentkrellicr•al Counsel, and Cor}7mom Secretary
r- I
Iolin S vs c
Cotune I r�`r Chemori s
�. _
C ATT"FEAR RIVER WATCH f,
< By
Kelp L3urdette
1
Cap Fear Riverkeeper
By: Date:
GeOff Grs cr
Counsel for Cape Fear River Watch
43

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ATTACHMENT B
Chemours' proposed plan to conduct toxicity studies pursuant to paragraph 14 shall
include:
(i) Testing of the following PFAS compounds:*
Common Name
Chemical Name
CASN
Chemical
Formula
PFMOAA
Perfluoro- 2-methoxyacetic acid
674-13-5
C3HF503
PMPA
PFMOPrA
Perfluoro-2-
Perfluoro-3-
13140-29-
377-
C4HF703
methoxypropanoic
methoxypropanoi
9
73-1
acid
c acid
PF02HXA
Perfluoro(3,5-dioxahexanoic) acid
39492-88-1
C4HF704
PEPA
PFMOBA
2,3,3,3-Tetrafluoro-
Perfluoro-4-
267239-
8630
C51-IF903
2-
methoxybutanoic
61-2
90-
(pentafluoroethoxy)
acid
89-5
propanoic acid
PFESA-BP2 / Nafion BP
Nafion Byproduct 2
749836-20-2
C7H2F1405S
#2
* For clarification, compounds identified with two common names in Attachment B or C shall be
tested using a single CASN, to be proposed by Chemours and approved by DEQ.
(ii) The following studies, which shall be conducted following applicable USEPA,
OECD protocols as defined in the USEPA TSCA, OPPT or other appropriate
programs as determined by DEQ:
a. Toxicity Studies:
• 28-day oral immunotoxicity study in rats
• 28-day oral immunotoxicity study in mice
• 90-day repeated dose oral toxicity study in rats
• 90-day repeated dose oral toxicity study in mice
b. Ecological Toxicity Studies:
• Algal acute (72-hour growth) toxicity study
• Daphnid acute toxicity study
• Daphnid chronic (reproduction) toxicity study
• Fish acute toxicity study
• Sediment 10-day freshwater invertebrates toxicity test
(iii) A detailed proposed schedule of work.

ATTACHMENT C
For purposes of paragraphs 19-21 and 24 "PFAS" shall mean the following compounds, unless
Chemours demonstrates to the reasonable satisfaction of DEQ that the PFAS in a given well did
not originate from the Facility:
Common Name
Chemical Name
CASN
Chemical
Formula
PFMOAA
Perfluoro- 2-methoxyacetic acid
674-13-5
C3HF503
PMPA
PFMOPrA
Perfluoro-2-
Perfluoro-3-
13140-29-
377-
C4HF703
methoxypropanoic
methoxypropanoi
9
73-1
acid
c acid
PF02HXA
Perfluoro(3,5-dioxahexanoic) acid
39492-88-1
C4HF704
PEPA
PFMOBA
2,3,3,3-Tetrafluoro-
Perfluoro-4-
267239-
8630
C51-IF903
2-
methoxybutanoic
61-2
90-
(pentafluoroethoxy)
acid
89-5
propanoic acid
PF030A
Perfluoro(3,5,7-trioxaoctanoic) acid
39492-89-2
C51-IF905
PF04DA
Perfluoro(3,5,7,9-tetraoxadecanoic) acid
39492-90-5
C6HF1106
PFESA-BPI / Nafon BP
Nation Byproduct 1
66796-30-3;
C7HF1305S
41
29311-67-9
PFESA-BP2 / Nation BP
Nation Byproduct 2
749836-20-2
C71-12F1405S
#2
PFECA-G
exa aci �,�, -
decafluoro-6-
uor
174767-10-3;
C7HF1303
(trifluoromethoxy)-; Butanoic acid,
801212-59-9
2,2,3,3,4,4- hexafluoro-4-[1,2,2,2-
tetraflllOrO-I - (trifluoromethyl)ethoxy]-
TAFN4 / PF05DA
Perfluoro(3,5,7,9,11-pentadodecanoic)
39492-91-6
C7HF1307
acid
PFHpA
Perfluoroheptanoic acid
375-85-9
C71-IF1302
HFPO-DA / PFPrOPrA /
2,3,3,3-Tetrafluoro-2 (1,1,2,2,3,3,3-
13252-13-6
C6HF1103
"GenX"
heptafluoropropoxy)-propanoic acid)