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SETTLEMENT AND RELEASE AGREEMENT
THIS SETTLEMENT AND RELEASE AGREEMENT (“Settlement Agreement”) is
entered into by and among Mazda Toyota Manufacturing, U.S.A., Inc. (“MTMUS”), a Delaware
corporation, and the Center for Biological Diversity, a California non-profit organization
(“CBD”), and the Tennessee Riverkeeper, an Alabama non-profit organization (“TR”), (TR
together with CBD, the “Conservation Groups”) (MTMUS, CBD, and TR are each a “Party”
and, collectively, they are the “Parties”).
DEFINITIONS
This Definitions Section of this Settlement Agreement sets forth the meaning of some
words that are repeated throughout the Settlement Agreement where those definitions are
material to a full understanding of the terms and conditions of the Settlement Agreement, as
intended by the Parties. It is the Parties’ intent to incorporate the provided definitions as if fully
set forth within the body of the Settlement Agreement whenever such defined words appear in
capital letters. When used other than in capital letters, the words have their ordinary meaning.
A. “RELEASORS.” Whether used in the singular or plural, includes CBD and TR.
Further, to the fullest extent that the foregoing have the capacity to bind them so as to maximize
both the breadth of the definition of, and the protection and benefit to, RELEASEES, the term
RELEASORS also includes the CBD’s and the TR’s respective successors, assigns, subrogees,
present and future parents, subsidiaries, affiliates, divisions, shareholders, stockholders, owners,
officers, directors, employees, licensors, licensees, servants, insurers, representatives, agents,
designees, associates, staff, affiliates, tenants, executors, and administrators, and beneficiaries of
any and all rights, interests and properties of CBD and TR. RELEASOR(S) includes each of the
foregoing, or any one or more of them, depending on context.
B. “RELEASEES.” Whether used in the singular or plural, includes Mazda Toyota
Manufacturing, U.S.A., Inc., Toyota Motor Corporation, Toyota Motor North America, Inc.,
Toyota Motor Manufacturing, Alabama, Inc., and any other Toyota entities (Toyota Motor
Corporation, Toyota Motor North America, Inc., Toyota Motor Manufacturing, Alabama, Inc.
and any other Toyota entities collectively, “Toyota Entities”), Mazda Motor Corporation, Mazda
Motor of America, Inc., and any other Mazda entities (Mazda Motor Corporation, Mazda Motor
of America, Inc. any other Mazda entities collectively, “Mazda Entities”), the City of Huntsville,
a municipal corporation in the State of Alabama, along with its elected and appointed officials
acting in their official capacities, and all of its duly formed boards, agencies, and authorities, and
any and all of each (“City of Huntsville”), and any and all of each’s past, present and future
parents, subsidiaries, affiliates, divisions, shareholders, stockholders, owners, members, officers,
directors, employees, agents, licensors, licensees, servants, attorneys, insurers, experts, suppliers,
consultants, investigators, representatives, and any other entity, corporate, governmental, or
municipal, supporting or otherwise involved with the PROJECT or PROJECT SITE.
The definition of RELEASEES is intentionally defined broadly to encompass all
individuals and entities associated in any way with Mazda Toyota Manufacturing, U.S.A., Inc.,
Toyota Motor Corporation, Toyota Motor North America, Inc., Mazda Motor Corporation,
Mazda Motor of America, Inc., and City of Huntsville to cover the largest and broadest group of
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individuals and entities, corporate, governmental, or municipal, supporting or otherwise involved
in the PROJECT or PROJECT SITE to bring all litigation to an end and to foreclose any future
litigation arising directly or indirectly out of, or relating in any way to the CLAIMS or
DAMAGES. All Parties understand and agree that RELEASEES includes entities and
individuals described in the definition of RELEASEES even though some of those individuals
and entities are not signatories to this Settlement Agreement, and/or are not identified by name in
this Settlement Agreement, and/or were not recipients of the SIXTY-DAY NOTICE OF
INTENT TO SUE LETTERS. RELEASEES shall not be limited in any way and will include
any individual and entity associated with Mazda Toyota Manufacturing, U.S.A., Inc., Toyota
Motor Corporation, Toyota Motor North America, Inc., Mazda Motor Corporation and Mazda
Motor of America, Inc. that is, or could be, the subject of any past, present, or future claim or
lawsuit arising directly or indirectly out of, or relating in any way to, any CLAIMS or
DAMAGES. For the avoidance of doubt, any RELEASEES who are not signatories to this
Settlement Agreement are expressly intended to be direct third-party beneficiaries of this
Settlement Agreement.
C. “CLAIMS.” Whether used in the singular or plural, includes any demands,
requests for compensation of injuries or harms of any kind, requests for damages, compensation,
or relief of any kind, obligations, legal actions, lawsuits, complaints, enforcement of rights,
petitions, and all causes of action that arise directly or indirectly out of, or relate in any way to
the PROJECT or PROJECT SITE in any respect, including without limitation, any claims related
to plans, studies, assessments, design, scoping, approvals, site preparation, construction,
implementation, permitting, and operation, the spring pygmy sunfish and its habitat and other
species known to exist in the area and any claims that were asserted or could have been asserted
in the SIXTY-DAY NOTICE OF INTENT TO SUE LETTERS, that (a) have ever existed, (b)
now exist, or (c) may exist in the future. CLAIM(S) also includes any claims in law or equity,
including any claims or causes of action for non-compliance with any federal, state, local, or
other environmental legal requirement (including statutes, regulations, laws, ordinances,
guidance documents, and directives). CLAIM(S) also includes any legal proceeding, including
motions, brought to obtain any form of relief, including DAMAGES.
The definition of “CLAIMS” does not include: 1) Center for Biological Diversity v.
Zinke, et al., Civil Action No. 1:18-cv-01375, and any other critical habitat designation claims
for the spring pygmy sunfish that the Conservation Groups may file against U.S. Fish and
Wildlife Service (“USFWS”) or the U.S. Department of Interior, and Center for Biological
Diversity v. U.S. Fish and Wildlife Service, Civil Action No. 5:18-cv-01312, and any other
Freedom of Information Act (“FOIA”) or public record request actions that the Conservation
Groups may file against USFWS seeking to obtain information concerning species in the
Beaverdam Spring and Creek Complex and/or Limestone Creek; provided, however, that any
such actions or any information obtained by or produced to the Conservation Groups in such
actions cannot be used in any way to pursue or support any CLAIMS against the RELEASEES;
or 2) any Party’s rights to enforce this Settlement Agreement as provided in Section 15 herein.
D. “DAMAGE(S).” Whether used in the singular or plural, includes any relief sought
by any CLAIMS, including relief arising out of, or relating in any way to: (a) injunctive relief,
(b) declaratory relief, (c) specific performance, (d) general damages, (e) special damages, (f)
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property damage, (g) punitive or exemplary damages, (h) attorney’s fees, (i) sanctions or other
penalties, (j) litigation costs and expenses, and (k) any obligation or liability of any nature
whatsoever, fixed or contingent, joint or several. DAMAGE(S) also includes all of the above
enumerated forms of relief that existed in the past, that now exist, and that may exist in the future
in connection with any CLAIMS.
E. “PROJECT.” Means the site preparation, construction, equipping, and operation
of manufacturing facilities for the production of vehicles by MTMUS, Toyota Entities, and
Mazda Entities, which includes various supporting operations, services, and functions at the
PROJECT SITE to facilitate the production and distribution of vehicles and operation of the
facilities at the PROJECT SITE.
F. “PROJECT SITE.” Means Lot 1 of the Limestone Huntsville Combination Plat as
recorded in Plats Book J, Page 179 in the Probate Records of Limestone County, Alabama, and
proximately located lands.
G. “DESIGNATED LAND TRUST.” Means the Land Trust of North Alabama, the
Alabama Forever Wild Land Trust, any other qualified charitable organization mutually agreed
upon by the Parties, or any combination thereof.
H. “DESIGNATED ENDOWMENT FUND ENTITY.” Means the Land Trust of
North Alabama or any other qualified entity mutually agreed upon by the Parties.
I. “SIXTY-DAY NOTICE OF INTENT TO SUE LETTER(S).” Means the Sixty-
Day Notice of Intent to Sue Letter for Violations of the Endangered Species Act from Activities
Associated with Construction and Operation of Toyota-Mazda Automotive Plant in Huntsville,
Alabama, dated July 25, 2018, sent by the CBD to MTMUS and the City of Huntsville, and the
Sixty-Day Notice of Intent to Sue Letter for Violations of the Endangered Species Act from
Activities Associated with Construction and Operation of Toyota-Mazda Automotive Plant in
Huntsville, Alabama, dated August 14, 2018, sent by the CBD and TR to MTMUS and the City
of Huntsville.
RECITALS
A. WHEREAS, the spring pygmy sunfish is listed as a federally threatened species
that is currently known to exist in two locations in Alabama, including the Beaverdam Spring
and Creek Complex aquatic area in proximity to the PROJECT SITE; and
B. WHEREAS, the protection, preservation, and enhancement of the spring pygmy
sunfish habitat within the watershed of the Beaverdam Spring and Creek Complex would benefit
the species’ long-term conservation; and
C. WHEREAS, to enhance the protection, preservation, and recovery of the spring
pygmy sunfish, it would be beneficial to: protect and maintain a continuous network of spring
heads, spring pools, spring runs, and associated wetlands within the Beaverdam Creek
watershed; maintain adequate water quality, quantity, and flow to support the species’ life cycle;
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protect and restore native riparian vegetation; and study the species’ populations to evaluate the
possibility of future captive propagation and reintroduction measures; and,
D. WHEREAS, MTMUS, Toyota Entities, and Mazda Entities intend to commence,
develop, and operate the PROJECT and PROJECT SITE; and,
E. WHEREAS, the City of Huntsville has begun performing certain site preparation,
grading, design, earthwork, and other related activities for the PROJECT and PROJECT SITE;
and,
F. WHEREAS, on July 25, 2018, CBD delivered to MTMUS and the City of
Huntsville a “Sixty-Day Notice of Intent to Sue for Violations of the Endangered Species Act
from Activities Associated with Construction and Operation of Toyota-Mazda Automobile Plant
in Huntsville, Alabama,” stating an intent to sue MTMUS and the City of Huntsville for
violations of the Endangered Species Act (“ESA”) and its implementing regulations alleging,
among other claims, that the ongoing construction and operational activities associated with the
PROJECT or PROJECT SITE will result in an imminent take of the spring pygmy sunfish and
further alleging that the water quality, water quantity, and habitat of the spring pygmy sunfish
will be adversely affected; and,
G. WHEREAS, on August 14, 2018, CBD and TR delivered to MTMUS and the
City of Huntsville an identical Notice of Intent to Sue Letter; and,
H. WHEREAS, CBD and TR allege in their SIXTY-DAY NOTICE OF INTENT TO
SUE LETTERS that, through the activities related to the PROJECT or PROJECT SITE,
MTMUS and the City of Huntsville are in violation of the ESA and its implementing regulations;
and,
I. WHEREAS, MTMUS denies all allegations of liability made by the
RELEASORS, and MTMUS expressly denies any liability; and,
J. WHEREAS, MTMUS plans to implement measures designed to minimize the
PROJECT’s potential impacts on the spring pygmy sunfish, including vegetated stormwater
retention ponds designed for 100-year storm events, gates or equivalent control structures that
can be closed, forebays, vegetative swales, chemical spill prevention and containment measures,
and chemical leak identification measures; and,
K. WHEREAS, in the interest of efficiency and economy of resources, and based on
a shared interest and goal of protecting the spring pygmy sunfish and its habitat, the Parties
desire to compromise and fully and finally settle and compromise all actual and potential
differences and disputes between them without the admission of fault or liability that were
asserted or could have been asserted in connection with the PROJECT or PROJECT SITE; and,
L. WHEREAS, the Parties acknowledge that the implementation of this Settlement
Agreement will fully and finally resolve all CLAIMS for DAMAGES between RELEASORS
AND RELEASEES and acknowledge that the goal of this Settlement Agreement is intended to
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benefit the spring pygmy sunfish and to protect its habitat as MTMUS, the Toyota Entities, and
the Mazda entities move forward with the PROJECT.
AGREEMENT
1.0 Release, Discharge, and Covenant Not to Sue.
1.1 In consideration of the actions described in Section 2.0, RELEASORS completely
release and forever discharge RELEASEES from any and all past, present, or future CLAIMS or
DAMAGES.
1.2 This RELEASE is specifically intended by RELEASORS and RELEASEES to
include, benefit, and apply to all individuals and entities described in the definition of
RELEASEES, regardless of whether they are a recipient of a SIXTY-DAY NOTICE OF
INTENT TO SUE LETTER or identified by name in this Settlement Agreement or a signatory to
this Settlement Agreement. The Parties to this Settlement Agreement understand and agree that
all RELEASEES are the intended beneficiaries of this Settlement Agreement.
1.3 This Settlement Agreement shall be a fully binding and complete settlement
between RELEASORS and RELEASEES.
1.4 RELEASORS covenant and agree that RELEASORS have not brought, will not
bring, and do not intend to bring, any CLAIMS against RELEASEES.
1.5 Nothing in Section 1.0 or any part of this agreement shall be interpreted as
releasing any Party’s right to enforce this Settlement Agreement as provided in Section 15.
2.0 Actions.
2.1 In consideration of the Release, Discharge, and Covenant Not to Sue set forth
above, MTMUS agrees to the following:
2.2 Conservation Corridor. MTMUS will cause to be secured through activities
including but not limited to funding, conveying, or facilitating the transfer of, certain property
locations as described on the attached Exhibit A (“Conservation Corridor”), consisting of not
less than 1,100 acres of the Beaverdam Spring and Creek Complex and surrounding area. The
Conservation Corridor shall be assembled and held by a DESIGNATED LAND TRUST in
perpetuity for purposes of protecting and securing the area as habitat for the spring pygmy
sunfish.
a. MTMUS shall work with a DESIGNATED LAND TRUST to execute a
declaration of restrictive covenants memorializing the management and
oversight conditions for, and use restrictions to be imposed on the
Conservation Corridor properties (“Use Restrictions”) to be held by the
DESIGNATED LAND TRUST as set forth in Section 2.2(a)(i)-(iii).
Notwithstanding the foregoing, if the DESIGNATED LAND TRUST
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objects to any of Section 2.2(a)(i)-(iii), the Parties will work cooperatively
with the DESIGNATED LAND TRUST to memorialize alternative
conditions consistent with the DESIGNATED LAND TRUST’s policies
and procedures.
i. Conservation in Perpetuity. As allowed by Alabama law, the
DESIGNATED LAND TRUST shall maintain the conveyed
property to support the biological integrity, diversity, and
environmental health of the habitat.
ii. Access. The DESIGNATED LAND TRUST shall allow periodic
access for independent research and monitoring of the spring
pygmy sunfish and its habitat in the Beaverdam Spring and Creek
Complex and undertaking of those activities listed in Section 2.3(a)
and Section 2.4(d).
iii. Use Restrictions. The use restrictions for the Conservation
Corridor shall prohibit use of the Conservation Corridor for
agricultural purposes, ranching, silviculture, mining, and other
extractive uses; shall prohibit development and other ground-
disturbing activities (except for certain limited Habitat
Enhancement Projects (Section 2.3(a)), Designated Endowment
Fund Activities (Section 2.4(d), and educational and recreational
purposes that do not degrade habitat in the Beaverdam Spring and
Creek Complex or conflict with the survival and recovery of the
spring pygmy sunfish); and shall prohibit extraction, withdrawal,
diversion, and impoundment of ground and surface water. The use
restrictions for the Conservation Corridor shall also prohibit the
use of pesticides and rodenticides, and shall prohibit the use of
herbicides and removal of timber except for reasonable habitat
maintenance purposes, including for control of invasive species.
The use restrictions for the Conservation Corridor shall also
prohibit the use of heavy equipment or machinery within the
springs, creeks, and wetlands within the Conservation Corridor and
within a 150-foot vegetated buffer zone along and around them,
except for equipment or machinery used for Habitat Enhancement
Projects (Section 2.3(a)) and Designated Endowment Fund
Activities (Section 2.4(d)) and also approved, if required, by
USFWS. The use restrictions for the Conservation Corridor shall
generally allow for activities that support the biological integrity,
diversity, and environmental health of the habitat. Notwithstanding
anything to the contrary in the Agreement, the use restrictions shall
be subject to the conditions, covenants, and restrictions (including
access and maintenance rights to facilitate the purpose and intent
thereof) set forth in certain utility easements and/or other
encumbrances that were executed and recorded in the Probate
Records of Limestone County, Alabama, prior to the date of this
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Agreement, and which shall govern over any conflicting use
restrictions set forth in Section 2.2(a).
iv. Timing. Within sixty (60) days of the Effective Date, MTMUS will
provide the Conservation Groups with a Proposed Schedule for
conveying those certain properties identified in Exhibit A to the
DESIGNATED LAND TRUST. The Proposed Schedule will also
list those additional action items, consistent with the
DESIGNATED LAND TRUST’S policies and procedures, that
must be completed (with corresponding timelines) in order for the
DESIGNATED LAND TRUST to accept new parcels into its
program. MTMUS shall ensure the properties identified in
Exhibit A are conveyed to the DESIGNATED LAND TRUST as
expeditiously as possible consistent with the DESIGNATED
LAND TRUST approval process, but in any event, within eighteen
(18) months of the Effective Date of this Settlement Agreement.
2.3 Habitat Enhancement Projects and Comprehensive Monitoring Program. The
Parties have agreed to an exclusive list of habitat restoration and monitoring activities, as set
forth in Section 2.3(a)(i)-(iii) (“Habitat Enhancement Projects”) and Section 2.3(b)
(“Comprehensive Monitoring Program”), to be funded with the Habitat Enhancement Project and
Comprehensive Monitoring Program Funds in accordance with the terms of Section 2.3(c).
a. List of Habitat Enhancement Projects. Habitat Enhancement Projects shall
be limited to the items listed in Section 2.3(a)(i)-(iii).
i. Culvert Replacement and Repair Project, including any specific
associated recommendations developed in coordination with
USFWS on these activities, in and around Moss Spring Pond as
further developed and described in Section 2.3(d);
ii. Instream and/or riparian improvements or buffers in and around
Beaverdam Creek; and
iii. Measures to address sediment around Moore Branch, including but
not limited to de-channelization, rerouting, flow management
improvements, and/or restoration of riparian buffers or natural
features.
b. Comprehensive Monitoring Program. MTMUS agrees to retain a
monitoring plan consultant to undertake the Comprehensive Monitoring
Program as described in Exhibit B, attached hereto and incorporated
herein.
i. Purpose, Goals, and Objectives. As set forth in Exhibit B, the
purpose of the Comprehensive Monitoring Plan is to detect and
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record changes in the status of the spring pygmy sunfish and its
habitat over time.
ii. Scope of Monitoring. The scope of the Comprehensive Monitoring
Program to monitor the spring pygmy sunfish and its habitat in the
Beaverdam Spring and Creek Complex is as set forth in Exhibit B,
attached hereto and incorporated herein.
iii. Annual Reporting. The monitoring plan consultant shall issue
Annual Reports from the Comprehensive Monitoring Program,
which MTMUS shall provide to the Scientific Committee
described in Section 2.4(a) within thirty (30) days of issuance, as
more fully described in Exhibit B. The annual report will
quantitatively provide the sampling results for both the species and
the aquatic sampling parameters collected, and describe any
Deviation (as defined in Section 2.4.3 of the Comprehensive
Monitoring Plan, Exhibit B).
iv. Duration of Monitoring. The term of the Comprehensive
Monitoring Plan as described in Exhibit B shall be for a period of
five (5) years (“CMP Term”). After the expiration of the CMP
Term, MTMUS will conduct monitoring activities with respect to
the spring pygmy sunfish in the Beaverdam Spring and Creek
Complex until the earlier occurrence of either of the following
events: (1) the termination of the PROJECT, or (2) the spring
pygmy sunfish is no longer subject to the protections of the
Endangered Species Act; provided, however, the scope of such
monitoring activities may be different from the scope of the
Comprehensive Monitoring Plan (Exhibit B) depending on the
data collected from the monitoring activities and the advice and
recommendations of the monitoring plan consultant.
c. Funding. MTMUS agrees to fund the Habitat Enhancement Projects set
forth in Section 2.3(a) and the Comprehensive Monitoring Program set
forth in Section 2.3(b) in a total amount up to, but not to exceed, Two
Million Dollars ($2,000,000.00) (“Habitat Enhancement Projects and
Comprehensive Monitoring Program Funds”). MTMUS shall fund the
Habitat Enhancement Projects and Comprehensive Monitoring Program
with the Habitat Enhancement Projects and Comprehensive Monitoring
Program Funds, only as follows:
i. The Habitat Enhancement Project and Comprehensive Monitoring
Program Funds shall first be used to undertake and fund the
Habitat Enhancement Project listed in Section 2.3(a)(i) and the
Comprehensive Monitoring Program described in Section 2.3(b).
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ii. Any funds that remain from the Habitat Enhancement Project and
Comprehensive Monitoring Program Funds after allocating the
costs associated with the Habitat Enhancement Project listed in
Section 2.3(a)(i) and the Comprehensive Monitoring Program
described in Section 2.3(b) shall be used to undertake any of the
remaining Habitat Enhancement Projects listed in Sections
2.3(a)(ii)-(iii), provided that MTMUS obtains a corresponding
scope of work with fixed cost pricing that further describes the
Habitat Enhancement Project to be undertaken and the associated
cost.
iii. Any funds that remain from the Habitat Enhancement Project and
Comprehensive Monitoring Program Funds after allocating the
costs associated with the Habitat Enhancement Project listed in
Section 2.3(a)(i), the Comprehensive Monitoring Program
described in Section 2.3(b), and the Habitat Enhancement Projects
listed in Sections 2.3(a)(ii)-(iii), may be used to undertake
Adaptive Management and Corrective Measures as set forth in
Section 2.5, if necessary.
iv. When the Two Million Dollar ($2,000,000.00) Habitat
Enhancement Project and Comprehensive Monitoring Program
Funds have been spent, no further Habitat Enhancement Projects
shall be required to be funded by MTMUS or any Toyota Entities
or Mazda Entities. Notwithstanding the foregoing, and after the
expiration of the 5-year Comprehensive Monitoring Program,
MTMUS will conduct monitoring activities subject to and in
accordance with the terms and conditions set forth in Section
2.3(b)(iv).
d. Timing. Within one hundred and fifty (150) days of the Effective Date,
MTMUS will provide the Conservation Groups with the work plan,
schedule, and scope of work and cost estimate for completing the Habitat
Enhancement Projects, including any USFWS and/or other agency
involvement, assistance, funding, and/or regulatory or permitting
requirements (including any Endangered Species Act Section 7
consultation). The Schedule will also list those additional action items,
consistent with these regulatory requirements, policies, and procedures,
that must be completed (with corresponding timelines) in order to proceed
and complete the Habitat Enhancement Projects. The Schedule will also
allow for additional funding, involvement, and assistance to be secured
from USFWS, to the extent available, consistent with USFWS policies and
procedures. The Parties understand and agree that any specific plans may
be subject to and required to be modified as the USFWS process
progresses, and the Parties agree to share information and cooperatively
work to advance the Habitat Enhancement Projects in the most expeditious
manner given regulatory requirements and the transfer of the property.
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2.4 Endowment Fund. Within one hundred and twenty (120) days of the Effective
Date, MTMUS (and any other Toyota Entities and Mazda Entities that may contribute) will
establish and make a combined contribution of a total of Four Million Dollars ($4,000,000.00) to
an Endowment Fund to be used for the purpose of protecting the spring pygmy sunfish and
restoring its habitat through certain mitigation, enhancement, research, and restorative activities
(“Endowment Fund”), which activities are expressly listed in Section 2.4(d) (“Designated
Endowment Fund Activities”). The Endowment Fund shall be a designated restricted account
held and managed by a DESIGNATED ENDOWMENT FUND ENTITY to be held and
maintained separately from other DESIGNATED ENDOWMENT FUND ENTITY endowment
accounts. A designated Fund Administrator shall be the responsible for administering the
Endowment Fund account.
a. Scientific Committee. The Scientific Committee shall be comprised of
three (3) members designated by the Conservation Groups, three (3)
members designated by MTMUS, and one (1) neutral committee seat to be
held by an Alabama Forever Wild Land Trust Board Member who is also
a university professor specializing in biology, ecology, zoology,
conservation, or similar relevant field who is mutually agreed upon by the
Parties, for a total of seven (7) committee seats. The committee members
shall be volunteer(s), non-compensated, and have relevant scientific,
technical, and/or regulatory expertise as determined in the discretion of
MTMUS or the Conservation Groups, as applicable. Reasonable
expenses for travel, lodging, and meals connected with periodic meetings
incurred by members of the Scientific Committee shall be paid by the
Endowment Fund. The Scientific Committee shall advise on identifying
mitigation, enhancement, and restorative activities for the spring pygmy
sunfish and its habitat, and shall make recommendations to the
DESIGNATED ENDOWMENT FUND ENTITY for Designated
Endowment Fund Activities to be selected for funding through the
Endowment Fund, consistent with the procedural steps set forth within the
Endowment Governance Guidelines created pursuant to Section 2.4(c).
b. Administration. The Endowment Fund shall be invested with the goal of
funding the activities set forth in Section 2.4(d). Only the annual net
income earned by the Endowment Fund will be available to fund the
activities set forth in Section 2.4(d), and the principal of the Endowment
Fund shall not be withdrawn to fund the activities set forth in Section
2.4(d) except as follows: the principal of the Endowment Fund may be
used to fund the activities set forth in Section 2.4(d) only if the following
two conditions are met: (1) it is the unanimous recommendation of the
Scientific Committee that (2) funding from the principal of the
Endowment Fund is necessary for an urgent situation in which the
immediate use of such funds is necessary to (A) take actions to protect the
spring pygmy sunfish and its habitat, as identified by the Comprehensive
Monitoring Plan or otherwise, or (B) achieve delisting of the spring
pygmy sunfish.
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c. Endowment Governance Guidelines. Within ninety (90) days of the
Effective Date, the Parties shall develop the Endowment Governance
Guidelines to: (i) define the stated goals and purposes of the Endowment
Fund; (ii) identify the designated members of the Scientific Committee in
accordance with the terms of Section 2.4(a) (and the procedures for
membership change or replacement, as needed); (iii) list the Designated
Endowment Fund Activities set forth in Section 2.4(d); (iv) describe the
procedural steps by which the Scientific Committee shall recommend
Designated Endowment Fund Activities to the DESIGNATED
ENDOWMENT FUND ENTITY for approval and implementation; (v)
adopt an annual spending policy for the Endowment Fund; (vi) establish
an annual reporting requirement for the DESIGNATED ENDOWMENT
FUND ENTITY; and (vii) describe the procedural steps required to
remove and replace the Designated Land Trust or, in the event the
Designated Land Trust ceases to exist, to appoint a successor qualified
charitable organization to maintain the Endowment Fund. In instances
where actions are to be taken or recommendations by the Scientific
Committee to the DESIGNATED ENDOWMENT FUND ENTITY, such
actions or recommendations will be made by a super-majority rule (e.g.,
five out of seven votes). To the extent there is any challenge to a
recommendation by the Scientific Committee or decision by the
DESIGNATED ENDOWMENT FUND ENTITY, the Parties agree to
mutually defend that decision or recommendation.
d. Designated Endowment Fund Activities. The exclusive list of Designated
Endowment Activities that are eligible to be funded by the Endowment
Fund are as follows:
i. Captive fish propagation efforts and activities for the spring pygmy
sunfish;
ii. Enhancement and improvements to riparian habitat of the spring
pygmy sunfish;
iii. Land and water conservation measures for the purpose of
protecting spring pygmy sunfish habitat;
iv. Reintroduction of spring pygmy sunfish to those areas identified as
habitat for the species;
v. Additional monitoring and spring pygmy sunfish research
activities; and
vi. Expenses specifically referenced in Section 2.4.
Any such Designated Endowment Fund Activities to be recommended by
the Scientific Committee and approved by the DESIGNATED
ENDOWMENT FUND ENTITY for funding from the Endowment Fund
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must be consistent with and follow the procedures prescribed by the
Endowment Governance Guidelines.
e. The establishment of the Endowment Fund shall be subject to the
DESIGNATED ENDOWMENT FUND ENTITY’s bylaws, policies, and
procedures, and other applicable governing documents.
f. Endowment Fund Fees and Expenses. All reasonable fees and expenses
incurred by the DESIGNATED ENDOWMENT FUND ENTITY or Fund
Administrator associated with administering the Endowment Fund shall be
paid by and satisfied from the Endowment Fund in accordance with the
Endowment Fund’s Fee Schedule.
g. No Further Contributions. After MTMUS and any other Toyota Entities
and Mazda Entities have made the combined contribution of the total of
Four Million Dollars ($4,000,000.00) to the Endowment Fund, no further
contributions to the Endowment Fund shall be made by MTMUS or any
Toyota Entities or Mazda Entities.
2.5 Adaptive Management and Corrective Measures. In the event that the monitoring
plan consultant identifies: (i) a Deviation as set forth in Section 2.4.3 (“Analysis”) of the
Comprehensive Monitoring Plan (Exhibit B) that, in the monitoring plan consultant’s
professional judgment, causes a significant adverse impact to the relevant habitat conditions for
the spring pygmy sunfish (“Significant Adverse Impact”), or (ii) prior to the completion of the
baseline condition dataset as set forth in Section 2.4.3 (“Analysis”) of the Comprehensive
Monitoring Plan (Exhibit B), a condition that in the monitoring plan consultant’s professional
judgment causes a Significant Adverse Impact to the relevant habitat conditions for the spring
pygmy sunfish ((i) and (ii) collectively, “Diversion”), MTMUS shall notify the Scientific
Committee within fourteen (14) days of such identification. When determining whether a
Significant Adverse Impact to the relevant habitat conditions for the spring pygmy sunfish has
occurred, the monitoring plan consultant shall consider relevant baseline conditions and other
relevant scientific data (including, but not limited to, as applicable, the relevant essential
attributes and water quality ranges generally identified by USFWS). In the event the monitoring
plan consultant identifies a Diversion, the monitoring plan consultant shall investigate the cause
or source of the Diversion and report the consultant’s findings and observations to the Scientific
Committee within thirty (30) days of investigating the cause or source of the Diversion. If the
monitoring plan consultant determines that such Diversion has been caused by the PROJECT,
MTMUS commits to implement necessary Corrective Measures, which may include, but not be
limited to: (i) adapting its management processes as necessary to address the causes of such
Diversion at the PROJECT SITE; and/or (ii) habitat restoration measures in the Conservation
Corridor or mitigation through enhancement or preservation of comparable spring pygmy sunfish
habitat to the extent the Diversion resulted in irreversible physical impacts to the habitat that are
not otherwise addressed by or through government permits, authorizations, or enforcement ((i)
and (ii) collectively, “Corrective Measures”). Such Corrective Measures shall be commensurate
with the design and impact to the PROJECT, the scope of the Diversion, and any government
permits, authorizations, or enforcement associated with the PROJECT. In developing such
Corrective Measures, MTMUS will review with and seek input from the Scientific Committee on
13
any Corrective Measures to be implemented; provided, however, MTMUS shall determine, in its
reasonable discretion, any final Corrective Measures to be implemented and shall report to the
Scientific Committee those Corrective Measures implemented by MTMUS. Within thirty (30)
days of implementing any Corrective Measures, MTMUS shall provide a report to the Scientific
Committee summarizing the final details of such Corrective Measures implemented to address
the Diversion. In instances where the PROJECT is determined to have caused the Diversion, and
without limiting MTMUS’s commitment to adaptive management and Corrective Measures, to
the extent funds remain to be allocated pursuant to Section 2.3, such funds may be used for the
costs associated with the Corrective Measures described above.
3.0 In the event the Parties are unable to cause the taking of certain actions by third parties as
contemplated by this Settlement Agreement, then the Parties agree to work together in good faith
to find an alternative.
4.0 No Admission. The Parties acknowledge and agree that the Parties do not now admit,
and have not at any time heretofore admitted, any liability whatsoever on the part of any person,
organization, company, association, or entity for any claims whatsoever. This Settlement
Agreement is not and shall not be construed as an admission of liability by any Party, and may
not be used by any Party, person, or entity as evidence of any liability, fact, responsibility, fault,
waiver of any right or defense, or an estoppel against any Party.
5.0 Joint Messaging and Press-Release Information. Both Parties recognize that the
Settlement Agreement and underlying terms and activities provide a unique and positive
opportunity for the Parties to present information about the conservation, preservation, and
enhancement of the spring pygmy sunfish and its habitat through the collaborative efforts of the
Parties. As such, the Parties agree that all public statements and comments made by each Party in
connection with the SIXTY-DAY NOTICE OF INTENT TO SUE LETTERS, the Settlement
Agreement and its underlying terms and obligations, or respecting the Parties shall be consistent
with the joint messaging developed by designated representatives of each organization, which is
attached hereto as Exhibit C.
The Parties’ goal is to move forward with a collaborative approach to environmental protection
and preservation, and to that end, will look for shared opportunities to highlight the work of the
Parties in conservation of the spring pygmy sunfish and the Parties’ shared commitments to
environmental and species protection. Within sixty (60) days of the Effective Date, the Parties
will designate representatives to work together on shared approaches to communications and
messaging regarding the conservation efforts underway, and the Parties agree to work
collaboratively to highlight and advance the Parties’ shared efforts.
The Parties acknowledge that prior to the Effective Date, the Conservation Groups actively
opposed the PROJECT and, in so doing, the Conservation Groups have made public statements
of their opposition that continue to exist on their internet websites and social media accounts.
Notwithstanding anything else in this Settlement Agreement, such statements and content on
social media pages and websites made prior to the Effective Date shall not be deemed to violate
this Settlement Agreement, provided the Conservation Groups do not re-issue or recirculate such
14
statements, even if after the Effective Date they continue to exist and to be publicly accessible on
the Conservation Groups’ websites and social media.
6.0 Confidentiality. The Parties acknowledge and agree that any documents, information,
communications, or terms provided in furtherance of settlement shall not be disclosed in any
respect to any third party and shall remain confidential, and that such confidentiality was a
material inducement for the Parties to enter into this Settlement Agreement; provided, however,
that the RELEASEES may discuss Conservation Corridor, Habitat Enhancement Project and
Comprehensive Monitoring Plan, and Endowment Fund matters with the City of Huntsville,
State of Alabama, USFWS, U.S. Army Corps of Engineers and/or other regulators, certain land
trusts and potential stakeholders in furtherance of carrying forward their duties and obligations
set forth within the Settlement Agreement (collectively, “Confidential Information”). The Parties
agree that this Settlement Agreement, and all exhibits thereto, are not Confidential Information.
Each Party agrees that all Confidential Information received from or exchanged with the other
Party, from counsel of the other Party or by or between counsel, or from other consultants, shall
be held in strict confidence by the receiving Party, and that such Confidential Information is
being provided subject to Rule 408 of the Federal Rules of Evidence and shall not be admissible
in any court of law and is solely being provided to carry out the purposes of this Settlement
Agreement. The Parties acknowledge that MTMUS, Toyota Entities, or Mazda Entities may be
obligated to disclose the identity of the Endowment Fund by operation of law or to the extent
necessary for authorization of payment, tax, auditing, and other financial and accounting
purposes and that such disclosures shall not be in violation of this Paragraph.
The Parties acknowledge that a breach by any Party (and/or any representative, agent or
administrator) of any term or provision of this Settlement Agreement would constitute a material
breach that would cause irreparable injury and loss to the non-breaching Party, the exact amount
of which will be impossible to ascertain. In such event, in addition to all other remedies available
to the non-breaching Party at law and/or in equity, the non-breaching Party shall also be entitled
to injunctive (temporary and permanent) or other equitable relief, without posting bond or other
security, to enforce the provisions of this Settlement Agreement. Such remedies will not be the
exclusive remedies for any breach of this Settlement Agreement, but will be in addition to all
other remedies available at law or equity to such party, including damages.
7.0 Inadmissibility. Neither this Settlement Agreement nor any of the negotiations leading to
this Settlement Agreement shall be admissible in any court of law, administrative proceeding,
arbitration, mediation, or other legal proceeding for any purpose other than to enforce its terms.
8.0 General Release. RELEASORS acknowledge and agree that the conditions set forth in
Section 1.0 of the Settlement Agreement are general releases and further expressly waive and
assume the risk of any and all CLAIMS for DAMAGES that exist as of this date but that
RELEASORS do not know or suspect to exist, whether through ignorance, oversight, error,
negligence, or otherwise, and which, if known, would materially affect their decision to enter
into this Settlement Agreement.
15
9.0 Survival. The representations, warranties, and covenants contained herein are and will be
deemed and construed to be continuing representations, warranties, and covenants, and will
survive the dates of execution of this Settlement Agreement.
10.0 Advice of Counsel; Representation of Comprehension of Settlement Agreement;
Attorney’s Fees and Costs. No Party, or representative, or counsel for any Party, has acted as
counsel for any other Party with respect to such Party entering into this Settlement Agreement.
The Parties hereto further warrant and represent, each to the other, that the Parties, through their
respective counsel, have negotiated this Settlement Agreement and that each Party has
voluntarily executed it after consulting with counsel of its own choosing. In entering into this
Settlement Agreement, RELEASORS represent that they have relied on the advice of
RELEASORS’ attorneys, who are the attorneys of their own choosing, concerning the legal
consequences of this Settlement Agreement; that the terms of this Settlement Agreement have
been completely read and explained to RELEASORS by RELEASORS’ attorneys; and that the
terms of this Settlement Agreement are fully understood and voluntarily accepted by
RELEASORS. Except as set forth in Section 15.0, each Party shall bear all attorney’s fees and
costs arising from the actions of its own counsel or consultants in connection with the SIXTY-
DAY NOTICE OF INTENT TO SUE LETTERS, this Settlement Agreement, and all matters or
documents referred to herein.
11.0 Effective Date. This Settlement Agreement will become effective on December 18, 2018
(“Effective Date”).
12.0 Force Majeure. Neither Party hereto shall be liable for its failure to perform or delays in
performance due to contingencies beyond its reasonable control, including strikes, work
stoppages, labor supply problems, riots, wars, or acts of God or nature, but not including
predictable weather events and circumstances attributable to a breach of this Settlement
Agreement, provided however that a Party claiming excuse from performance or delay in
performance by reason of any such occurrence shall give the other Party prompt notice in writing
of the occurrence, shall use its commercially reasonable efforts to remove or mitigate the effects
of any such occurrence, and shall promptly continue performance under this Settlement
Agreement whenever such causes are removed.
13.0 Notices. All Notices given pursuant to this Settlement Agreement must be in writing and
delivered by personal service, by express delivery courier who maintains written verification of
actual delivery, or by United States express mail (with delivery confirmation), or by certified
mail (return receipt requested) and addressed as follows:
If to the Conservation Groups:
D. Noah Greenwald
Endangered Species Program Director
Center for Biological Diversity
P.O. Box 11374
Portland, OR 97211-0374
16
David Whiteside
Executive Director
Tennessee Riverkeeper
P.O. Box 2594
Decatur, AL 35602
With a copy to:
Elise Bennett
Staff Attorney
Center for Biological Diversity
P.O. Box 2155
St. Petersburg, FL 33731-2155
727-755-6950
If to MTMUS:
Prior to 1/1/19:
Mark Brazeal
Attn: Vice President – Administration and Secretary, Mazda
Toyota Manufacturing, U.S.A., Inc.
Toyota Motor Manufacturing, Alabama, Inc.
1 Cottonvalley Drive
Huntsville, AL 35810
After 1/1/19:
Mark Brazeal
Attn: Vice President – Administration and Secretary, Mazda
Toyota Manufacturing, U.S.A., Inc.
5000 Bradford Drive
Suite 401
Huntsville, AL 35805
With a copy to:
D. Bart Turner, Esq.
Kazmarek Mowrey Cloud Laseter LLP
3008 7th Avenue South
Birmingham, AL 35233
205-767-8870
17
The person and address to which notices are to be given may be changed at any time by one
Party upon written notice to the other Party. All notices given pursuant to this Settlement
Agreement shall be deemed given upon receipt. For the purpose of this Settlement Agreement,
the term “receipt” shall mean the earlier of any of the following: (i) the date of delivery of the
notice to the address specified in Section 13.0 as shown on the return receipt or delivery
confirmation; (ii) the date of actual receipt of the notice by the person or entity specified
pursuant to Section 13.0; (iii) in the case of refusal to accept delivery or inability to deliver the
notice, the earlier of: (A) the date of the attempted delivery or refusal to accept delivery; (B) the
date of the postmark on the return receipt; or (C) the date of receipt of notice of refusal or notice
of nondelivery by the sending Party.
14.0 Severability. If any part of this Settlement Agreement is held to be invalid or
unenforceable in any proceeding, such invalidity or unenforceability shall not affect the other
parts of this Settlement Agreement, if the rights and obligations of the Parties contained herein
are not materially prejudiced and if the intentions of the Parties can be affected. To that end, this
Settlement Agreement is declared severable. In the event any part of this Settlement Agreement
is held to be invalid or unenforceable and a Party claims that it has been deprived of a benefit
without which it would not have agreed to this Settlement Agreement, that Party may use the
Disputes and Remedies procedures set forth in Section 15.0 of this Settlement Agreement.
15.0 Disputes and Remedies. If a dispute arises with respect to the exercise of any right or
performance or nonperformance of any obligation under this Settlement Agreement the Party
alleging breach shall send the other Party written notice that a dispute exists describing the
substance of the dispute in reasonable detail (a “Dispute Notice”). Within fifteen (15) days after
the service by any Party of a Dispute Notice, the Parties will meet and confer, either in person or
by telephone, in an effort to informally resolve any such disputes. If the Parties cannot
informally resolve such disputes within fifteen (15) days after the initial meeting or such other
date as may be agreed upon by the Parties, then the Parties will agree to participate in non-
binding mediation and shall agree to engage a mediator mutually agreeable to both Parties. To
the extent the Parties are not able to resolve the dispute through mediation, the Parties shall agree
to resolve the dispute through binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. The costs of the arbitration, including fees and
expenses of the arbitrators and of the American Arbitration Association, and the legal fees and
expenses incurred by the Parties in prosecuting or defending any claim that is subject of
arbitration, shall be allocated to such Parties as, and in such proportions as, the arbitrators shall
determine to be just and equitable, which determination shall be set forth in the award. Judgment
upon the award of the arbitrators may be entered by any court of competent jurisdiction.
16.0 Governing Law. The laws of the State of Alabama shall govern the enforcement,
construction, and interpretation of the provisions of this Settlement Agreement, without regard to
conflict of laws provisions.
17.0 Counterparts. This Settlement Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together constitute one and the same
instrument.
18
18.0 Cooperation. The parties agree to cooperate fully to execute any and all supplementary
documents and to take all additional action that may be necessary or appropriate to give full
force and effect to the terms and intent of this Settlement Agreement.
19.0 Electronic Signatures. Electronic signatures, including signature pages transmitted via
facsimile and/or email, are binding upon all Parties and deemed as originals.
20.0 Nature of Settlement Agreement. Nothing herein may be deemed to create a partnership
or joint venture and/or principal and agent relationship between or among the Parties.
21.0 No Construction Against Drafters. The parties agree that this Settlement Agreement is a
product of draftsmanship by all sides, and the rule of interpreting an agreement against a drafting
party does not apply. The Settlement Agreement should be interpreted consistent with the policy
of finality of settlements and ending any and all litigation, including pursuit of CLAIMS. No
provision of this Settlement Agreement shall be construed against or interpreted to the
disadvantage of any Party by any court or other governmental or judicial authority by reason of
such Party’s having or being deemed to have drafted, prepared, or imposed such provision.
22.0 Entire Agreement. This Settlement Agreement contains the entire agreement between
RELEASORS and RELEASEES with respect to the matters set forth in it. The Parties further
agree that this Settlement Agreement supersedes any and all prior agreements or understandings
between the Parties, whether oral or written, pertaining to the subject matter hereof, and that the
terms hereof are contractual and not a mere recital. This Settlement Agreement cannot be
modified except in a writing signed by all original Parties to the Settlement Agreement.
23.0 Absence of Other Claims. RELEASORS represent and warrant that they have no
knowledge of other individuals or entities that have, or have had, any interest in the CLAIMS;
that RELEASORS have the sole right and exclusive authority to execute this Settlement
Agreement and obtain the actions specified in it in exchange for the Release described in Section
1.0; and that RELEASORS have not sold, assigned, transferred, conveyed, or otherwise disposed
of any of the CLAIMS.
24.0 Warranty of Capacity to Execute Settlement Agreement. Each Party represents and
warrants that each individual signing the Settlement Agreement on behalf of that Party has the
authority to sign on behalf of the entity for which they have acted as signatory.
RELEASOR - CENTER FOR BIOLOGICAL DIVERSITY
DATED:/l/l'\ ,2018 David Noah' Greenwald Endangered Species Program Director, Center for Biological Diversity
STATE OF ......o'"r_~."....r:O_,.._____) ( ) ss.
COUNTY OF 8\Nt '\-... ~ )
On ~br \"\ , 2018, before me, tl,lv (h....,... AJews , a Notary Public in and for said State, personally appeared David Noah G~nwald who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his individual and authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.
I certify under penalty of perjury under the laws of the State of {J)f<.l~ that the foregoing paragraph is true and correct. \OJ
WITNESS my hand and official seal.
Notary Signature_4-1-.>..<..+= ________ (Seal)
My Commission Expires:
19
Page 2 of 3
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
Source: Project boun dary provided by TEMA, 2018-08-07. Recharge area approxim ated by BDA, 2018-09-04
BN • 10/29/2018 • P:\ATG\2018040\Perm it_U se\REPORTGRAPHICS_201810\ARCGIS\Aerial_A.m xd
V ICINITY MAP FOR THE HUNTSV ILLE PROJECT,LIMESTONE COUNTY, ALABAMA
FIGURE 1 BDA330 W. Canton Ave., Winter Park, FL 32789 • 407-677-1882
Environmental Consultants& ASSOCIATES, INC.BREEDLOVE, DENNIS
0 2,500 5,000Feet
1 in ch = 5,000 feet
LegendProject Boun dary
EXHIBIT B
Source: Project boun dary provided by T EMA, 2018-08-07. Recharge area approxim ated by BDA, 2018-09-04
BN • 10/29/2018 • P:\AT G\2018040\Perm it_Use\REPORT GRAPHICS_201810\ARCGIS\Con servation Corridor_A.m xd
PROPOSED CONSERVATION CORRIDOR FOR THE HU NTSVILLE PROJECT,LIMESTONE COU NTY, ALABAMA
FIGU RE 2 BDA330 W. Canton Av e., Winter Park, FL 32789 • 407-677-1882
Environmental Consultants& ASSOCIATES, INC.BREEDLOVE, DENNIS
0 1,500 3,000Feet
1 in ch = 3,000 feet
LegendProject Boun daryProposed Con servation Corridor
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
Sou rce: Projec t bou ndary provid ed by TEMA, 2018-08-07. R ec h arg e area approxim ated by BDA, 2018-09-04
BN • 10/29/2018 • P:\ATG\2018040\Perm it_Use\R EPOR TGR APHICS_201810\AR CGIS\Environm entalMonitoring _A.m xd
HU NTSVILLE PROJECT - COMPREHENSIVE ENVIRONMENTAL MONITORING PLAN,LIMESTONE COU NTY, ALABAMA
FIGU RE 4 BDA330 W. Can ton Ave., Win ter Park, FL 32789 • 407-677-1882
Environmental Consultants& ASSOCIATES, INC.BREEDLOVE, DENNIS
0 2,500 5,000Feet
1 inc h = 5,000 feet
Legen dProjec t Bou nd aryProposed ConservationCorrid orBu ffer
Com prehen sive Mon itorin g Plan Elem en ts
- Land u se trac king area- R ec h arg e area g rou nd water m onitoring (P1 - P7)- Beaverdam Creek water qu ality, baseline su rvey (BD1 - BD4)- Lim estone Creek water qu ality, baseline su rvey (LC1 - LC4)
Off SiteOn Site
- Spring Pyg m y Su nfish (SPS1 - SPS8)
DRAFT
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT B
EXHIBIT C
MTMUS/Center for Biological Diversity/Tennessee Riverkeeper: Joint Message
Platform
During the past few months Mazda Toyota Manufacturing, U.S.A. (“MTMUS”), Center for
Biological Diversity (“Center”), and Tennessee Riverkeeper (“TR”) have worked together
to develop plans with a singular goal of protecting the habitat of the spring pygmy sunfish.
As a result of this effort, the Parties have agreed upon specific steps that show their strong
commitment to protect the spring pygmy sunfish and its habitat.
MTMUS,and the Center and TR have reached an agreement that protects the habitat
of the spring pygmy sunfish, which lives in the Beaverdam Spring and Creek
Complex proximate to the site of the planned Toyota-Mazda automobile plant.
o The agreement protects more than 1,100 acres of the Beaverdam Spring and
Creek Complex where the sunfish lives, provides $4 million in funding to conserve
the species and its habitat, and offers other habitat enhancement and monitoring
protections.
o The land will be protected in its natural state by designated Land Trusts.
The agreement recognizes MTMUS, the Center, and TR’s shared goal of developing
a plan for protection of the sunfish, in consideration of the economic development
impact the intended project would bring to North Alabama.
o The MTMUS vehicle plant will be constructed on the “Huntsville Megasite” in
Limestone County at the intersection of Powell Road and Old Highway 20. Once
operational, the plant will have the capacity to build 300,000 vehicles per year.
o The site of the future automobile plant is directly adjacent to the Beaverdam Spring
and Creek complex, which until recently was believed to be the only remaining
spring complex occupied by the spring pygmy sunfish.
o After a recent discovery in Blackwell Swamp in Wheeler National Wildlife Refuge,
the sunfish is now known from only two locations in the world, both in northern
Alabama.
With this agreement, MTMUS has committed to protect the sunfish and the unique
spring where it survives.
o Through the agreement, MTMUS, together with Toyota and Mazda, commits a
total of $4 million in a restricted endowment fund that will provide permanent
funding for future conservation projects to benefit the spring pygmy sunfish,
including habitat restoration, captive propagation, genetic studies and
reintroduction efforts.
o In addition to the endowment, MTMUS has also allocated $2 million for habitat
restoration and monitoring projects in the Beaverdam Spring and Creek
watershed, including a project to restore the connection between Moss Spring and
the other spring heads in the Beaverdam Spring and Creek Complex.
o Importantly, the agreement does not constitute an admission of liability for any
claims by either party.
Throughout the planning and design of this project, MTMUS has worked closely
with multiple stakeholders and environmental experts, including the Center for
Biological Diversity and the Tennessee Riverkeeper, to develop a long-term
conservation strategy for the pygmy sunfish, and to ensure the necessary
protections are in place.
o MTMUS makes environmental preservation a priority and is committed to
developing the property sustainably.
o Toyota and Mazda remain focused and committed to their longstanding
environmental efforts. The protection of the sunfish and the unique spring where it
survives further reaffirms this commitment.
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