OSullivan_tollingagreement

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O SULLIVAN S ISLAND SUPERFUND SITETOLLING AGREEMENT

This Tolling Agreement is entered into between the United States of America ( United States )on behalf of the United States Environmental Protection Agency ( EPA ) and the potentiallyresponsible party, the City of Derby, Connecticut, that has signed this agreement ( CooperatingParty ).WH EREAS , EPA con ducted response activities and thereby incurred response costs related tothe release or threat of release of hazardous substances at the O 'Sullivan's Island Superfund S ite( Site ), located at the confluence of the Housatonic and Naugatuck Rivers, Derby, Connecticut.WH EREAS , the United States contends that it has claims against Cooperating Party pursuant toSections 107 and 113 of the Comprehensive Environmental Response, Compensation, andLiability Act ( CERC LA ), as amend ed, 42 U.S.C. 9607 and 9613 for the recovery ofresponse costs ( Tolled Claims ).WH EREA S, the United States and Coop erating Party enter into this Tolling Agreement tofacilitate settlement neg otiations between the Parties within the time period provided by thisAgreem ent without thereby altering the claims or defenses av ailable to any party hereto, exceptas specifically p rovided herein.NOW , THER EFOR E, the parties hereto, in consideration of the covenants set out herein, agreeas follows:I. he period commencing on June 1, 2012, and ending on November 1, 2012, inclusive(the Tolling Period ), shall not be included in computing the running of any statute oflimitations potentially applicable to any action brough t by the Un ited States on the TolledClaims.2. Any defenses of laches, estoppel, or waiver, or other equitable defenses based upon therunning or expiration of any time period shall not include the To lling Period for theTolled Claims.3. Cooperating Party shall not assert, plead, or raise against the United States in any fashion,whether by an swer, motion or otherwise, any affirmative defense, including, but notlimited to, laches, estoppel, waiver or other equitable defense b ased on the run ning of anystatute of limitations or the passage o f time during the To lling Period in any action

brought on the Tolled Claims.4. This Tolling Agreement does not constitute an admission or acknowledgm ent of any fact,conclusion of law, or liability by any party to this Tolling Agreem ent. Nor does thisTolling Agreement constitute an admission or acknowledgm ent on the part of the UnitedStates that any statute of limitations, or defense con cerning the timeliness of com mencinga civil action, is applicable to the Tolled Claims. Th e United S tates reserves the right to


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assert that no statute of limitations applies to any of the Tolled Claims and that no otherdefense based upo n the timeliness of comm encing a civil action is applicable.Cooperating Party reserves all rights and defenses which it may have, except as set forthin this Tolling Agreement, to contest or defend any claim or action the United States mayassert or initiate against the Cooperating Party.

5 . This Toll ing Agreement may not be modif ied except in a wr it ing s igned by a ll the Par ties .This Tolling Agreem ent may be extended for such p eriod of time as the Parties agree toin writing.6. This Tolling Agreem ent does not limit in any way the na ture or scope of any claims thatcould be, brought by the Un ited States in a complaint against Cooperating Party.7. This Tolling Agreem ent is not intended to affect any claims by or against third parties.8. Coop erating Party shall preserve and ma intain, during the pendenc y of the Tolling

Period, and for a m inimum of one year after termination of the Tolling Period, at leastone legible copy of all documen ts and other materials subject to discovery under theFederal Rules of Civil Procedu re and relating to the Tolled Claims, regardless of anycorporate or docum ent retention policy to the contrary or potential claim of privilegeregarding any document.9 . This Toll ing Agreement conta ins the ent ire agreement between the Part ies, and nostatement, promise, or inducement m ade by any party to this Tolling Agreement that isnot set forth in this Tolling Ag reement shall be valid or binding, nor shall it be used inconstruing the terms of this Tolling Agreem ent as set fbrth herein.10 . The un dersigned representative of each of the parties certifies that he or sh e is fullyauthorized to enter into the terms and cond itions of this Tolling Agreem ent and to legallybind such party to all terms and con ditions of this docum ent. This Tolling Agreementshall be binding upon the United States, acting on behalf of the United StatesEnvironmental Protection Agency and upon Cooperating Party and its successors.1 1 his Tolling Agreem ent is effective upon execution by the Pa rties, and without therequirement of filing with the Fed eral District Court for the District of Connecticut, andmay be signed in cou nterparts.

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For the United States on behalf of theU.S. Environm ental ProtectionAgency:

Dated this 18th day of A pril, 2012Ronald G. GluckAssistant Section ChiefEnvironmental Enforcement SectionEnvironment and N atural Resources Division

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J Sine W. MacLaughlinrial AttorneyEnvironmental Enforcement SectionEnvironment and Natural Resources DivisionU.S. Department of J usticeP.O. Box 7611Washington, DC 20044-7611

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For Cooperating PartyCity of Derby. Connecticut

Dated this ay of , 2012

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OSullivan_tollingagreement