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:_________________________
THE FUTURE FUND, INC.
BY:____________________________
HERBERT J. SCHARDEIN, JR.
EXECUTIVE DIRECTOR
Louisville and Jefferson County
Metropolitan Sewer District