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2000 - BKK Working Group - Tolling Agreement for West Covina Landfill • Morgan Lewis Marina Rodriguez Senior Paralegal a 1.213.680.6690 .manna.rodriguez@morganiewis.conl February 28, 2018 VIA REGULAR MAIL Rachel H. Richman City Attorney City of Rosemead Burke, Williams&Sorensen LLP 444 South Flower Street, Suite 2400 Los Angeles, CA 90071-2953 Re: BKK Landfill Fully Executed Tolling Agreement City of Rosemead Dear Rachel H. Richman: Enclosed for your records is a copy of the fully executed Tolling Agreement regarding the BKK Landfill located in West Covina, CA. Sincerely, Marina Rodriguez Senior Paralegal MR Enclosure Morgan, Lewis& Bockius LLP 300 South Grand Avenue Twenty-Second Floor Los Angeles,CA 90071-3132 0+1.213.612.2500 DB3/ 201815839.1 United States 0+1.213.612.2501 • TOLLING AGREEMENT This Tolling Agreement("Agreement )is made and entered into by and between the BKK Working Group and City of Rosemead. The BILK Working Group is an unincorporated association of the entities identified in Exhibit A. Hereinafter,the BKIC Working Group and City of Rosemead are singularly referred to as a"Party"and collectively referred to as the "Parties." Recitals A. The BKK Working Group has incurred environmental response costs in connection with the BKK Landfills in West Covina, California(the"Facility")pursuant to three judicially-approved Consent Decrees and six Interim Settlement AD-cements between the BKK Working Group and the California Department of Toxic Substances Control ("DTSC"). B. The BKK Working Group has notified City of Rosemead that it may have legal liability based upon the disposal of waste material at the Facility under the Comprehensive Environmental Response,Compensation,and Liability Act(42 U.S.C. §§9601,et seg.), the California Hazardous Substances Account Act(Cal.Health&Safety Code§§25300,et seq.), and/or common law. City of Rosemead denies such liability for purposes of this Agreement. • C. The Parties desire to toll any applicable statute of limitations governing claims that the Patties could assert against each other relating to the Facility in the manner set forth below. Terms and Conditions 1. Tolled Claims. The Parties agree that all statutes of limitations and any other statute,law,rule or principle of equity of similar effect,including provisions under the California Government Claims Act, California Gov't Code§§ 900-960.8(collectively,"Statute of Limitations")applicable to any rights,claims, causes of action,counterclaims,crossclaims defenses, and claims act presentation regarding,based upon,or arising out of the disposal of waste material at the Facility,or the ownership or operation of the Facility which the BECK Working Group could assert against City of Rosemead,or which City of Rosemead could assert against the DKK Working Group as of the Effective Date("Claims"),shall be tolled for the period between the Effective Date and the Termination Date,and this tolling period shall be excluded from all computations of any applicable period of limitations. This Agreement does not toll any Claims that have expired as of the Effective Date. 2. Waiver of Time-Related Defense. The Parties agree that they shall waive and shall not plead,assert,or otherwise raise any Statute of Limitations or any other time-related • defense otherwise applicable to the Claims,to the extent such limitations period or other time. related defense is tolled by this Agreement, as a bar to or other limitation on any Claim. 3. Standstill. The BKK Working Group and City of Rosemead agree not to initiate litigation concerning the investigation,remediation,or the recovery of costs relating to the • Facility against the other Party between the Effective Date and the Termination Date. However, this provision shall not preclude any Party from seeking information pursuant to the California Public Records Act("PRA"),California Gov't Code §§ 6250-6276.48 from another Party or a DB3/201E62?57,1 third Party relating to waste disposed at or liability associated with the Facility or from enforcing rights to such information under the PRA. 4. Authorization. Each of the undersigned certifies that he or she is fully authorized to enter into the terms and conditions of this Agreement and to legally bind such party to all terms and conditions of this document. This Agreement shall be binding upon the Parties, their successors and any additional entities who may join the RICK Working Group after execution of this Agreement. 5. No Admission. By entering into this Agreement,the Parties do not admit any fact nor assume any liability of any kind. Moreover,this Agreement may not be offered as evidence of an admission of such responsibility or liability in any court,adminishative, alternative dispute resolution proceeding or legal proceeding, except as to enforce the standstill agreement and as to the issue of the tolling of any Statute of Limitations or any other time- related defense. 6. No Resurrection of Callus. The Parties agree that this Agreement shall not apply to any third party and shall not revive any rights,claims,causes of actions, counterclaims, crossclaims or defenses that are already barred by an applicable provision of law as of the Effective Date. Notwithstanding the above,this Agreement shall inure to the benefit of and be binding upon,any and all legal successors to or assigns of the Parties. Nothing expressed or implied in this Agreement is intended to confer on any person other than the Parties and their legal successors or assigns ally rights or obligations under this Agreement. 7. Counterparts. This Agreement may be signed in counterparts by one or more of the Parties,and those counterparts when taken together shall have the same force and effect as if a single,original document had been signed by all the Parties. 8. Termination. The Termination Date of this Agreement shall be the earlier of: (a)three(3)years from the Effective Date or,(b)fifteen(15)days after any Party,in its sole discretion,gives written notification of termination to the other Party. Notwithstanding the termination of this Agreement,the Statute of Limitations shall remain tolled for an additional sixty(60)days following the Termination Date. This provision shall survive the termination of the Agreement. 9. Preservation of Records. The Parties shall preserve and maintain,during the term of the tolling period,and for a minimum of 90 days after termination of the tolling period, at least one legible copy of all documents and other materials subject to discovery under the Federal Rules of Civil Procedure and relating to waste disposal at the Facility,regardless of any document retention policy to the contrary. 10. Entire Agreement, This Agreement contains the entire agreement between the Parties,and no statement,promise,or inducement made by any Party to this Agreement that is not set forth in this Agreement shall be valid or binding,nor shall it be used in consulting the terms of the Agreement as set forth herein 11, Modifications. Any modifications to this Agreement must be in writing and signed by all Parties. The Parties aclmowledge that this Agreement may be extended for such period of time as the Parties agree in writing. na3/201662767.1 2 12. Effective Date. The Effective Date of this Agreement shall be September 25, 2017. IN WITNESS THEREOF, the Parties have executed this Agreement on the dates set forth below. RICK Working oup By: ItttsA Date: t 2 I n-) Name: James J. Iragna,El. Title:Attorney for the ERR Working Group City of ofRRoosseemead By: �Q' R . ��" `� Date: S l . 2 S . ti Print Name: 1t 12„ TA ez.us Title: ca-rP'lot+04ElZ CONTACT INFORMATION!� FOR CITY OF ROSEMEAD Name: �QC4t C1 V N'l4i y/1 Title: t MiD (1'r � • company_1�julll2 �U I Itr N� � r �orc.ri. 1 lJ--I Address: 41-19- S Si • S it" L 44-0 D LoS la7ncielk5 (.4 ziGO1 j Phone: 2-13 " 23cc? —CCco Email: ((iLinn-N.64 y) Q lotA)Si0.LJ. (cin- 0133/201652757.1 3 Exhibit A • American Honda Motor Co., Inc. • Ameron International Corp. • Anadarko E&P Onshore LLC • Ashland Chemical Company • Atlantic Richfield Company • Azusa Land Reclamation, Inc. • Baker Hughes Oilfield Operations, Inc. • Baker Petrolite LLC • Bayer Cropsclence Inc, • Big Heart Pet Brands • The Boeing Company • Chemical WasteManagement, Inc. • Chevron Environmental Management Company • Chevron Marine LLC • City Of Los Angeles,Acting By And Through The Los Angeles Department Of Water And Power • ConocoPhillips Company • Crosby& Overton, Inc. • The Dow Chemical Company • Ducamrnun Aerostructures, Inc. • Essex Chemical Corporation • • ExxonMobil Corporation • Filtrol Corporation • Gemini Industries, Inc. • General Dynamics Corporation • General Latex end Chemical Corporation • Hewlett-Packard Company • Honeywell international Inc. •• Hugo Neu-Proler • Huntington Beach Company • Kal Kan Foods Inc. • Lockheed Martin Corporation • Mars,Inc. • Montrose Chemical Corp. of California • Mortal!Company • Morton International, Inc. • National Steel And Shipbuilding Company • Northrop Grumman Corporation • Quemetco, Inc. • Raytheon Company • Rockwell Automation, Inc. • Rohm& Hass Company • Rohr, Inc. • San Diego Gas&Electric Company • Shell Oil Company • Southern California Edison Company • Southern California Gas Company • The Procter&Gamble Manufacturing Company • THUMB Long Beach Company DB3i 201662767.1 • • Todd Pacific Shipyards Corp. • Union Carbide Corporation • Union Pacific Railroad/Southern Pacific Transportation Company • Unisys Corporation • United States Steel Corporation • United Technologies Corporation • Univar USA, Inc. • USA Waste of California, Inc. • Van Waters&Rogers • Vigor Shipyards, Inc. • Waste Management Collection And Recycling, Inc. • Waste Management of California, Inc. • Waste Management Recycling and Disposal Services of California, Inc. • Western Waste Industries • Xerox Corporation • • • • • 093/2016627614