UNITED STATES COURT OF APPEALS

FOR THE TENTH CIRCUIT

SINCLAIR WYOMING REFINING

COMPANY, et al.,

		Petitioners,



		v.

UNITED STATES ENVIRONMENTAL PROTECTION AGENCY,

		Respondent.	            No. 14-9594



SETTLEMENT AGREEMENT

	WHEREAS, the parties to this Settlement Agreement (the “Agreement”)
are Petitioners Sinclair Wyoming Refining Company and Sinclair Casper
Refining Company (jointly, “Sinclair”) and Respondent United States
Environmental Protection Agency (“EPA”) (collectively, the
“Parties”);

WHEREAS, on October 24, 2014, Sinclair filed separate petitions for
review in the United States Courts of Appeal for the Tenth and District
of Columbia Circuits challenging, pursuant to Section 307(b)(1) of the
Clean Air Act, 42 U.S.C. § 7607(b)(1), EPA’s August 29, 2014 denials
of Sinclair’s requests for extensions of its small refinery temporary
exemptions for its refineries in Evansville and Sinclair, Wyoming
(collectively, the “Small Refinery Temporary Exemptions”) (see
Sinclair Wyoming Refining Co. et al. v EPA, No. 14-9594 (10th Cir.) and
Sinclair Wyoming Refining Co. et al. v. EPA, No. 14-1209 (D.C. Cir.)
(jointly, the “Pending Cases”);

WHEREAS, the Parties wish to implement this Agreement to resolve
Sinclair’s challenges to EPA’s denials of its requests for
extensions of its Small Refinery Temporary Exemptions;

WHEREAS, Sinclair has advised EPA that it intends to submit to EPA, in
accordance with 42 U.S.C. § 7545(o)(9)(B)(i), a request for an
extension of its Small Refinery Temporary Exemptions with respect to
Sinclair’s 2014 obligations under the Renewable Fuel Standards
(“RFS”) Program (the “2014 Exemption Request”);

WHEREAS, pursuant to the timetables set forth in this Agreement and the
schedule set forth in the proposed rule titled “Renewable Fuel
Standard Program: Standards for 2014, 2015, and 2016 and Biomass-Based
Diesel Volume for 2017,” 80 Fed. Reg. 33100 (June 10, 2015), if
Sinclair submits the 2014 Exemption Request within 30 calendar days of
when EPA issues the final renewable fuel obligation for 2014, then
Sinclair will not be required to submit its compliance demonstration
report for the 2014 compliance year until after EPA makes a final
decision on the 2014 Exemption Request;

WHEREAS, the Parties consider this Settlement Agreement to be an
adequate and equitable resolution of the issues in Pending Cases;

NOW THEREFORE, Sinclair and EPA hereby agree as follows:

After EPA issues the final 2014 RFS, Sinclair may submit the 2014
Exemption Request.

Within 14 business days after receiving the 2014 Exemption Request from
Sinclair, EPA shall either make a determination that the Request is
complete or advise Sinclair in writing of any additional information
needed to make the Request complete (an Incompleteness Determination). 
This same obligation applies if and when Sinclair submits additional
information in response to an Incompleteness Determination.  After EPA
determines that the 2014 Exemption Request is complete, EPA shall issue
its decision to Sinclair on the 2014 Exemption Request within 90
calendar days.

Within five business days of EPA issuing its decision on the 2014
Exemption Request, Sinclair shall (1) voluntarily dismiss the Pending
Cases with prejudice and (2) send a letter to EPA withdrawing its
January 13, 2015 “Request for Reconsideration of Petition for Partial
Extension of Small Refinery RFS Exemptions” regarding EPA’s August
29, 2014 denials of Sinclair’s requests for extensions of the Small
Refinery Temporary Exemptions.  Sinclair shall comply with the
obligations in the preceding sentence regardless of whether EPA grants
or denies the 2014 Exemption Request.

If EPA does not issue its decision on the 2014 Exemption Request within
the time frame set forth in Paragraph 2 of this Agreement, Sinclair may
seek to reactivate the Pending Cases.  Sinclair understands that its
sole and exclusive remedy shall be to reactivate the Pending Cases. 
Sinclair shall not file a motion to reactivate the Pending Cases without
first providing EPA with written notice: (1) outlining the nature of
EPA’s alleged failure to perform its obligations; and (2) requesting
informal negotiations with EPA to resolve any dispute over EPA’s
alleged failure to perform its obligations.  Such written notice must be
provided to EPA and, if possible, the undersigned counsel for EPA at
least five business days before filing a motion to reactivate the
Pending Cases.  Nothing in this Settlement Agreement waives any right or
defense EPA may have if the Pending Cases are reactivated.

The Parties may by mutual agreement modify this Agreement by written
stipulation executed by counsel for the Parties.

Nothing in the terms of this Agreement shall be construed to limit or
modify the discretion accorded EPA under the Clean Air Act or by general
principles of administrative law.

Nothing in the terms of this Agreement shall be construed to limit
EPA’s authority to alter, amend, or revise any final rule EPA may
issue or to promulgate superseding regulations.

Except as expressly provided in this Agreement, none of the Parties
waives or relinquishes any legal rights, claims, or defenses it may
have.

The Parties shall bear their own litigation costs.

The obligations imposed upon EPA under this Agreement can only be
undertaken using appropriated funds. No provision of this Agreement
shall be interpreted as or constitute a commitment or requirement that
EPA obligate or pay funds in contravention of the Anti-Deficiency Act,
31 U.S.C. § 1341, or any other applicable provision of law.

 If a lapse in appropriations for EPA occurs within 120 days prior to
the deadlines in this Agreement, those deadlines will be extended
automatically one day for each day of the lapse in appropriations. 
Nothing in this paragraph shall preclude EPA from seeking an additional
extension through modification of this Agreement pursuant to Paragraph
5.

 The Parties agree and acknowledge that before this Agreement can be
finalized, EPA must provide notice in the Federal Register and an
opportunity for comment pursuant to CAA Section 113(g), 42 U.S.C. §
7413(g).  EPA shall promptly submit a public notice of this Agreement to
the Federal Register for publication and public comment for the required
period of time.  After this Agreement has undergone the requisite notice
and comment, the Administrator and/or the Attorney General, as
appropriate, shall promptly consider any such written comments in
determining whether to withdraw or withhold consent to this Agreement,
in accordance with CAA Section 113(g), 42 U.S.C. § 7413(g).  If the
Administrator and/or the Attorney General elect(s) to not withdraw or
withhold consent to this Agreement, this Agreement shall become final on
the date that EPA provides written notice of such finality to Sinclair. 
EPA shall provide such written notice within 20 business days of the
close of the comment period noted above.  

The undersigned representatives of each party certify that they are
fully authorized by the party or parties they represent to bind the
respective parties to the terms of this Agreement.  This Agreement will
be deemed to be executed when it has been signed by the representatives
of the Parties, subject to final approval pursuant to Paragraph 12.

Dated: ______________, 2015		

Dated: ______________, 2015

___________________________________

JEFFREY R. HOLMSTEAD

BRITTANY PEMBERTON

Bracewell & Giuliani LLP

2000 K Street N.W., Suite 500

Washington, D.C.  20006

(202) 828-5852 (telephone)

(202) 857-4812 (facsimile)

Jeff.Holmstead@bgllp.com

Counsel for Petitioners

JOHN C. CRUDEN

Assistant Attorney General

___________________________________PAUL CIRINO

U.S. Department of Justice

Environment & Natural Resources Division Environmental Defense Section

P.O. Box 7611

Washington, D.C. 20044

(202) 514-1542 (telephone)

(202) 514-8865 (facsimile)

paul.cirino@usdoj.gov

Counsel for Respondent



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