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MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING is entered into this the 23rd day of May, 2011 by and between the Louisville and Jefferson County Metropolitan Sewer District (“MSD”) and Future Fund, Inc., (“Future Fund”) regarding their mutual desires to preserve and protect Floyds Fork in Jefferson County, Kentucky. WHEREAS, the Louisville and Jefferson County Metropolitan Sewer District if responsible for providing wastewater services and drainage services within the whole of Jefferson County, Kentucky, and WHEREAS, MSD is cognizant of its responsibilities to meet and improve water quality standards in the waterways within Jefferson County, Kentucky, and WHEREAS, Kentucky has adopted the Agriculture Water Quality Act (KRS 224.71-100 to 224.71-140) with the goal to protect surface and ground water resources from pollution as a result of agriculture and silviculture activities, and WHEREAS, Louisville and Jefferson County Metropolitan Sewer District enforces the Erosion Prevention and Sediment Control ordinance which is intended to conserve, preserve and enhance the natural resources of Jefferson County by controlling the adverse impacts and off-site degradation caused by soil erosion and sedimentation arising from land disturbing activities, and WHEREAS, MSD has prepared a Stormwater Quality Management Plan to ensure that the streams and riparian areas within Louisville Metro will continue to provide healthy habitat for the people of Louisville Metro and for the native plants, birds and animals that co-exist in a clean, green and growing community, and WHEREAS, storm water run off quality and volumes have been ongoing concerns in Louisville Metro, and WHEREAS, MSD proposes to expand its Floyds Fork Regional Water Treatment Center (“FFWWTP”) thereby increasing capacity for accommodating proposed eliminations of MSD's small neighborhood treatment plants and requested additions to the existing sewer service area, and

WHEREAS, MSD is continuing to add wastewater treatment loads to its Cedar Creek Regional Water Treatment Center (“CCWWTP”) thereby increasing capacity for accommodating proposed eliminations of MSD's small neighborhood treatment plants and requested additions to the existing sewer service area, and WHEREAS, Future Fund acting as a land-conversation foundation has purchased 2000 plus acres along Floyds Fork and is supportive the City of Parks Plan which includes a vision for the addition of at least 4,000 acres of park land in the Floyds Fork Watershed, and

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WHEREAS, a number of stream segments within the Floyds Fork watershed are listed on the Kentucky DOW Integrated CWA 303(d)/305(b) report and list of impaired waters for nutrients and pathogens, and

WHEREAS the KPDES permits for both Floyds Fork WWTP and Cedar Creek WWTP have expired, and the Ky DOW currently has under internal administrative review the applications for permit renewal for both facilities, and

WHEREAS MSD is party to a CWA enforcement amended consent decree in

U.S. District Court, Western District of Kentucky, Case No. 3:08-cv-0608, which requires, inter alia, that MSD shall decommission and eliminate the discharge from the Jeffersontown WWTP by December 31, 2015. Future Fund enters in to this MOU with MSD to support the elimination of this facility in an timely manner, and WHEREAS, Future Fund and MSD agree that Floyds Fork needs updated, comprehensive and effective CWA Total Maximum Daily Loads (“TMDLs”) for pollution parameters of pathogen and nutrients, and

WHEREAS, the Kentucky DOW has regulatory control over pollution in Kentucky’s waterways, including Floyds Fork, and

WHEREAS, the Kentucky DOW and/or United States Environmental Protection

Agency (USEPA) has/have the responsibility to complete the Total Maximum Daily Load (“TMDLs”) for pollution parameters of pathogen and nutrients for Floyds Fork, and WHEREAS, MSD and Floyds Fork agree to work together to expedite the completion of updated TMDLs for pollutants in Floyds Fork and agree that further pollution into Floyds Fork should be minimized to the extent possible. NOW, THEREFORE, the parties agree, each with the other, as follows: 1. MSD and Future Fund agree to work together to expedite the establishment of updated TMDLs for Floyds Fork for the pollution parameters of pathogens and nutrients. In this regard, MSD agrees to cooperate with and provide the United States Environmental Protection Agency and the Kentucky Division Of Water with information and data that the agencies need that is the possession of MSD to complete the TMDLs as soon as possible. 2. Once TMDLs are established for Floyds Fork, MSD and Future Fund agree to cooperate, and may seek further mediation, to consider the best means and methods for MSD's Floyds Fork Wastewater Treatment Plant and Cedar Creek Wastewater Treatment Plant to meet pathogen and nutrient parameters established by the TMDL for Floyds Fork, including discussion of “early reopener” of each MSD KPDES permit for the purpose of expediting such implementation..and considering the best management practices and reasonable time for implementation given costs and technical considerations,

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3. To address non-point source pollution, MSD agrees to support Future Fund's application as the lead non-profit organization for a US EPA Section 319 grant and in the event Future Fund is designated the lead non-profit under such a grant for a new Floyds Fork Watershed Base Plan by Ky. DOW or US EPA, then MSD agrees to contribute as part of the grant program twenty (20%) percent of the local share not to exceed $75,000.

4. MSD and Future Fund will work to protect all designated parklands in the Floyds Fork Watershed and, in the interest of reducing non-point sources of pollution to Floyds Fork and its tributaries, will work together to establish best management practices for any proposed development and implementation of said practices, where possible, in areas already developed within the watershed.

5. MSD will comply with the current effluent limits as set forth in the existing KPDES permits for the Floyds Fork WWTP and the Cedar Creek WWTP both as to concentration limits and mass limits. MSD will not seek to expand the design flow, or seek to relax either the concentration limits or mass limits in these permits during this interim (except for the previously submitted applications to expand the Floyds Fork WWTP to 6.5 mgd and to 9.75 mgd design flow, albeit without an increase above currently permitted mass limits). In addition, for all other MSD KPDES permitted dischargers into Floyds Fork that are not planned to be decommissioned prior to December 31, 2015, these same limitations will apply during this interim.

6. MSD and Future Fund agree to cooperate to preserve historic and pre-historic resources in the areas impacted by MSD's construction activities, including working cooperatively to protect and preserve historic resources, including historic home relocation as an alternative to destruction. To accomplish this work MSD agrees to provide a grant to Future Fund for historic preservation in the Floyds Fork Watershed area to mitigate MSD's construction activities in the amount of $50,000 to be paid at closing, Future Fund will retain said funds in a designated account for this purpose and will give MSD notice of the purpose of the use of such funds in writing prior to such expenditure. In the event that MSD acquires the Vickers house and property, through a FEMA grant or otherwise, MSD agrees to give the house on that property to Future Fund, and Future Fund will move and save the house if it is reasonable and possible to do so.

7. MSD and Future Fund agree that this Memorandum of Understanding shall be sent to EPA in MSD's next quarterly report related to the implementation of the Consent Decree to document public participation and support for the decommissioning of the Jeffersontown WWTP.

8. Future Fund agrees that in order to support MSD's long range plan of

constructing a regional facility on the Salt River, (or the Ohio River), Future Fund will grant additional easements over property that it owns as may be needed for the regional facility at a price consistent with the fair market values determination for the two easements being granted to settle the condemnation action.

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9. Future Fund agrees that it will not commence any civil action against MSD or include MSD as a party to any civil action pursuant to Section 505(a)(1) of the Clean Water Act for the development of and approval of TMDLS for the Floyds Fork watershed.

SIGNED this 23rd day of May, 2011. BY:_________________________ BY:____________________________ THE FUTURE FUND, INC. HERBERT J. SCHARDEIN, JR. EXECUTIVE DIRECTOR Louisville and Jefferson County Metropolitan Sewer District