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Home My Public Portal AboutAgreement_2017-09-25_BKK Working GroupTOLLING AGREEMENT This Tolling Agreement ("Agreement") is made and entered into by and between the BKK Working Group and Temple City. The BKK Working Group is an unincorporated association of the entities identified in Exhibit A. Hereinafter, the BKK Working Group and Temple City 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 Agreements between the BKK Working Group and the California Department of Toxic Substances Control ("DTSC"). B. The BKK Working Group has notified Temple City 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, etseq.), the California Hazardous Substances Account Act (Cal. health & Safety Code §§ 25300, et seq.), and/or common law. Temple City denies such liability for purposes of this Agreement. C. The Parties desire to toll any applicable statute of limitations governing claims that the Parties 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 BKK Working Group could assert against Temple City, or which Temple City could assert against the BKK 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 Temple City 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 third Party relating to waste disposed at or liability associated with the Facility or from enforcing rights to such information under the PRA. DB3/ 201662763.1 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 BK.K 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, administrative, 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 Claims. The Parties agree that this Agreement shall not apply to any third party and shall not revive any rights, claims, causes of actions, counterclaims, crossclairns 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 any 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 rernain 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 terra 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 construing 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 acknowledge that this Agreement may be extended for such period of time as the Parties agree in writing. 12. Effective Date. The Effective Date of this Agreement shall be September 25, 2017. DB3/ 201662763.1 2 IN WITNESS THEREOF, the Parties have executed this Agreement on the dates set forth below. B.KK Working Group By Date: Name: James J. Dragna, Esq. Temple City By: Print Name:aq&V\— Title: Attorney for the BKK Working Group Datej 1 /i -A t -7 - Title: Title:—LIT--M Ol � C1yV'- CONTACT INFORMATION FOR TEMPLE CITY Name: Title: Company: Address: Phone: Email: DB3/ 201662763.1 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 Cropscience Inc. • Big Heart Pet Brands • The Boeing Company • Chemical Waste Management, 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 • Ducommun Aerostructures, Inc. • Essex Chemical Corporation • ExxonMobil Corporation • Filtrol Corporation • Gemini Industries, Inc. • General Dynamics Corporation • General Latex and 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 • Mortell 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 • THUMS Long Beach Company DB3/ 201662763.1 " 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 DB3/ 201662763.1