HomeMy WebLinkAbout#9 SIXTH AMENDED TOLLING AGREEMENT - 478849v1
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SIXTH AMENDED TOLLING AGREEMENT
BETWEEN CITY OF LAKE ELMO
AND
3M COMPANY
WHEREAS, City of Lake Elmo ("Lake Elmo") has asserted claims ("Claims") against 3M
Company ("3M"), arising out of 3M's alleged disposal of PFC-containing wastes in and/or around
Washington County, Minnesota.
WHEREAS, 3M and Lake Elmo desire to enter into a Tolling Agreement tolling any statute
of limitations through and including August 1, 2016.
NOW, THEREFORE, for and in consideration of the premises, mutual covenants, and agreement
herein contained, and such other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, 3M and Lake Elmo covenant and agree as follows:
1. 3M and Lake Elmo hereby agree to toll the running of any applicable statute of limitations
relating to the Claims through and including August 1, 2016 ("Tolling Period"), and agree not to assert
any defense of limitations, laches, or estoppel by laches, or other bar which might arise by virtue of the
passage of time as a defense with respect to any action, proceeding, lawsuit, or demand, such that the
passage of time that occurs during the Tolling Period will not be counted for the purpose of any
statute of limitations, laches, or estoppel by laches defense or any other bar related to the passage of
time.
2. Nothing in this Agreement shall be deemed to revive any claim that is or may already be
barred as of the date of this tolling agreement. Nothing in this Agreement, or in the circumstances which
gave rise to this Agreement shall be construed as an acknowledgement by any party that any claim
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has or has not been barred, or is about to be barred, by the statute of limitations, laches, or other
defense based on the lapse of time.
3. This Agreement shall not operate as an admission of liability by any party. Neither
this Agreement nor any action taken pursuant to this agreement shall be offered or received in
evidence in any action or proceeding as an admission of liability of wrongdoings by any party.
4. 3M and Lake Elmo further agree that, except as expressly provided herein, all of their
respective rights and remedies are expressly reserved and shall not be prejudiced hereby.
5. Any party to this Agreement may terminate it by giving ten (10) days' written notice to
the other sent by electronic mail and registered mail, return receipt requested, at the following
addresses:
If to 3M:
Mary E. Cullen
Associate General Counsel
Global Litigation & Dispute Resolution 3M Office
of General Counsel
3M Center, Bldg. 10E-03
Mail Station 2209E-02, P.O. Box 33428
St. Paul, MN 55133-3428
meyeager@mmm.com
and
William A. Brewer III
Brewer, Attorneys & Counselors 1717 Main
Street, Suite 5900
Dallas, Texas 75201
wab@bickelbrewer.com
If to Lake Elmo:
Kristina Handt, City Administrator
City of Lake Elmo
3800 Laverne Ave. N
Lake Elmo, MN 55042-9629
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and
Douglas D. Shaftel
Peter G Mikhail
470 U.S. Bank Plaza
200 S. Sixth Street
Minneapolis, MN 55402
dshaftel@kennedy-graven.com
pmikhail@kennedy-graven.com
6. This Agreement is not intended to benefit persons other than the parties to this
Agreement.
7. This Agreement shall be governed by the substantive laws of the State of
Minnesota.
8. This Agreement contains the entire agreement of the parties; and with respect to the
subject matter hereof, it may not be modified in any way except by written consent of all parties.
9. This Agreement may be executed in counterpart originals, in which case each such
document will be deemed to be an original; each Party will deliver to the other an executed copy of
this Agreement.
10. This agreement shall be effective on April 27, 2016. This agreement must be approved
by the City Council and the next City Council meeting will take place on May 3, 2016. That Lake
Elmo’s representative has executed this agreement after May 1, 2016, the expiration of the FIFTH
AMENDED TOLLING AGREEMENT shall not alter the terms of this Agreement.
IN WITNESS WHEREOF, this Tolling Agreement has been executed by the
undersigned.
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By: ________________________________________ Date:___________, 2016
Authorized representative of 3M Company
By: ________________________________________ Date:___________, 2016
Authorized representative of City of Lake Elmo