===== PDF PAGE 51 ===== [Extraction: embedded PDF text] CITY OF WEST CHICAGO INFRASTRUCTURE COMMITTEE AGENDA ITEM SUMMARY ITEM TITLE: AGENDA ITEM NUMBER: _____7.J._____ Resolution No. 26-R-0066 – Civiltech Engineering, Inc. – Amendment No. 1 – Final scope and Professional Design COMMITTEE AGENDA DATE: N/A COUNCIL Engineering Services for Downtown Modernization and AGENDA DATE: August 17, 2026 Beautification Project in an Amount Not to Exceed $534,442.52 to $672,176.17, depending on selected Project Scope STAFF REVIEW: Mehul Patel, P.E., CFM, Director of Public Works SIGNATURE__________________________ APPROVED BY CITY ADMINISTRATOR: Viviana Ramirez SIGNATURE__________________________ ITEM SUMMARY: The West Chicago Strategic Plan (2016), the West Chicago Central-Main Street Redevelopment Plan (2018), the West Chicago Economic Development Plan (2021-2025), and the West Chicago Forward Comprehensive Plan (2022) have all identified Downtown Revitalization as heavily desired by residents, businesses and members of the community. The general theme across all plans is to provide a more inviting Downtown. In July 2024, the City staff collaborated with Civiltech Engineering, Inc. (CEI) to prepare a Rebuild Downtown and Main Street (RDMS) grant application for a Downtown Revitalization Project (the Project) along Main St (Washington St to Wilson Ave) and Turner Ct. The general scope of work included in the grant application included but was not limited to resurfacing within Project limits, stamped concrete sidewalks, planter beds, street furniture, festoon lighting, irrigation system for planter beds, underground improvements, signage, etc. In April 2025, the City was awarded the full requested grant amount of $2 million. This Department of Commerce and Economic Opportunity (DCEO) grant has a sunset date of November 30, 2027, and construction is anticipated to begin in April 2027. On July 21, 2025, the City Council approved Resolution No. 25-R-0047 authorizing a preliminary design engineering services agreement with CEI which was amended on March 16, 2026, via Resolution No. 26-R-0028. The preliminary design engineering services agreement was focused on public engagement related to this Project. At the time of preliminary design approval, staff had advised the City Council that an amendment will be required to perform the detailed design engineering services based on the outcome of the public engagement process which will include work such as preparation of detailed engineering plans, permitting, specifications, cost estimates, and bidding services. To maintain momentum while the public engagement continues, on December 15, 2025, the City Council approved Resolution No. 25-R-0080 by dividing detailed design into two phases to advance the scope of work that was not dependent on the feedback from the public engagement process. On June 18, 2026, the preliminary design concepts were presented to public at the Mosaic Market which received positive feedback. On August 3, 2026, the preliminary design concepts were presented to the City Council for its feedback. Based on the feedback, staff confirmed with DCEO grant manager, reducing project limits will not adversely impact the grant amount, although a grant modification may be required. The City Council directed staff to provide three separate final design engineering options. Staff also sought a fourth option. All four options and associated design engineering costs are outlined in the table below. The currently available project and capital funding totals $557,000. Options 1 and 2 would therefore require deferral of the planned City Hall retaining wall improvements to provide sufficient funding, while Options 3 and 4 can be funded from currently available appropriations. ===== PDF PAGE 52 ===== [Extraction: embedded PDF text] CITY OF WEST CHICAGO Option Scope Design Cost 1 All elements presented at the second public meeting on 6/18/2026 $672,176.17 including Galena Street Plaza. Main St and Turner Ct. Retaining wall deferral needed to fund. 2 All elements presented at the second public meeting on 6/18/2026 $652,576.97 excluding the water feature at Galena Street Plaza. Retaining wall deferral needed to fund. 3 All elements presented at the second public meeting on 6/18/2026 $534,442.52 excluding the water feature at Galena Street Plaza & Turner Ct 4 All elements presented at the second public meeting on 6/18/2026 $554,041.72 excluding Turner Ct CEI’s has submitted an Amendment No. 1 in the amount of $534,442.52 to $672,176.17 depending on the option selected by the City Council. The FY 2026 Budget includes $349,900.00 under Capital Projects Fund Account No. 08-34-53-4225 for this Project, of which $250,000 remains available for Amendment No. 1. Additionally, $307,000 is available in Capital Projects Fund Account No. 08-34-53-4826. Furthermore, $180,000 can be freed under Capital Projects Fund Account No. 08-34-53-4801 by deferring the retaining wall improvements at the City Hall. ACTIONS PROPOSED: Approve Resolution No. 26-R-0066 selecting one of the proposed final project scope options for the Downtown Modernization and Beautification Project and authorizing the Mayor to execute Amendment No. 1 with Civiltech Engineering, Inc. of Itasca, Illinois, for Professional Design Engineering Services in the corresponding amount not to exceed $534,442.52 to $672,176.17, depending on the selected Project Scope. COMMITTEE RECOMMENDATION: ===== PDF PAGE 53 ===== [Extraction: embedded PDF text] RESOLUTION NO. 26-R-0066 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AMENDMENT NO. 1 WITH CIVILTECH ENGINEERING, INC. OF ITASCA, ILLINOIS, FOR THE PROFESSIONAL DESIGN ENGINEERING SERVICES RELATED TO THE DOWNTOWN MODERNIZATION AND BEAUTIFICATION PROJECT IN AN AMOUNT NOT TO EXCEED $534,442.52 TO $672,176.17, DEPENDING ON SELECTED PROJECT SCOPE WHEREAS, the City of West Chicago is seeking professional engineering services to provide construction plans and specifications for the Downtown Modernization & Beautification Project (Project); and WHEREAS, based on public feedback, meetings, and survey responses, the full project scope is generally described as follows: Main Street between Washington and Center Street: This area will include removing and replacing roadway curb and gutter to align with new geometry that will increase the pedestrian space, as well as adding a raised intersection at Main and Galena, and new/updated crosswalks at other locations. Pedestrian spaces will be designed with a combination of concrete sidewalk and brick pavers and will include trees in raised curb planters with soil cells, landscaping in raised curb planters, irrigation system, street furnishings (metal benches, bike racks, litter receptacles, bollards), decorative festoon lighting, pedestrian street lighting, wayfinding signage and community identifiers. Galena Street Plaza: This area will include a flush grade sidewalk level pedestrianized area featuring raised planters, decorative pavement, a water feature, customized street furniture, bollards, festoon lighting, an overhead steel and fabric shade structure and a flush grade-level plaza. ===== PDF PAGE 54 ===== [Extraction: embedded PDF text] Turner Court: Scope options 1 and 2 include Turner Court. This area will include new roadway curb and gutter raised intersection and crosswalks, new sidewalk space with concrete and brick pavers, trees with soil cells and raised planters, irrigation system, street furnishings (metal benches, bike racks, litter receptacles, bollards), pedestrian street lighting, wayfinding signage and community identifiers. This design will include specialty infrastructure elements including power for special event use. Main Street between Center St and Wilson Ave: This area will include new concrete sidewalks, parkway trees and watermain improvements. Project Corridor will include resurfacing of Main St and Turner Ct along with drainage, lighting and traffic signal modernization improvements. WHEREAS, the City Council hereby considers the following alternatives for the final scope of the Downtown Modernization and Beautification Project: Option 1 – Full Project as described above with final design engineering services in an amount not to exceed $672,176.17. Option 2 – Full Project as described above less water feature at Galena Street Plaza, with final design engineering services in an amount not to exceed $652,576.97. Option 3 – Full Project as described above less water feature at Galena Street Plaza and Turner Ct, with final design engineering services in an amount not to exceed $534,442.52. Option 4 – Full Project as described above less Turner Ct, with final design engineering services in an amount not to exceed $554,041.72. WHEREAS, the City Council hereby selects Option ___ as the approved scope for the Downtown Modernization and Beautification Project for final design ===== PDF PAGE 55 ===== [Extraction: embedded PDF text] engineering services associated with the selected project scope in an amount not to exceed $___________________. BE IT RESOLVED by the City Council of the City of West Chicago, in regular session assembled, that the Mayor is hereby authorized to execute Amendment No. 1 with Civiltech Engineering, Inc. of Itasca, Illinois, for the Professional Design Engineering services related to the Downtown Modernization and Beautification Project in an Amount Not to Exceed $_______________ based on selected Project scope Option ____, in substantially the form attached hereto and incorporated herein as Exhibit “A”. APPROVED this 17th day of August 2026. AYES: ________ NAYES: ________ ABSTAIN: ________ ABSENT: ________ ______________________________ Daniel Bovey, Mayor ATTEST: _______________________________ Valeria Biggerstaff, Executive Office Manager ===== PDF PAGE 56 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 PROJECT UNDERSTANDING AND APPROACH The City of West Chicago is seeking professional engineering services to provide construction plans and specifications for the Downtown Modernization & Beautification which includes Main Street between Washington Street and Wilson Ave, Turner Court between Washington and Main Street, and 135ft of Galena Street north of Main. The City secured Grant funding for the improvement of the Main Street Corridor which Civiltech is currently under contract with the City for the conceptual layout of the streetscape and aesthetic design based on public input. The conceptual design of this project has been developed under a separate contract approved on 7/21/2025. This design effort resulted in the development of several alternatives for streetscape design materials, aesthetics and scope that were presented at a public meeting on 1/24/2026. As a result of public input, the design contract was amended on 2/26/2026 to include additional design scope and items requested by stakeholders, city staff and members of the community. A refined design concept was then developed and presented to the community at a second public meeting on 6/18/2026. A separate contract relating to the design of watermain replacement along Main Street between Washington and Wilson was advanced on 11/25/2025. This design effort allowed advanced engineering work on water main design to begin independently of the streetscape design. This separate watermain contract will provide design engineering services up to a preliminary (60%) level. Additional scope to complete the watermain design engineering is included in this proposal. This design engineering services proposal is structured with four options based on a range of scope options. The intent of this is to allow further discussion and decision making on the overall project scope, with selection of one of the design proposal options noted below: Scope Option 1: • All elements presented at the second public meeting on 6/18/2026 Scope Option 2: • Removes water feature from Galena Plaza • Assumes a paved plaza will be provided in the same design layout • No additional design options for Galena Plaza are included with this scope option. Scope Option 3: • Removes water feature from Galena Plaza as noted in Option 2 • Removes all work on Turner Court Scope Option 4: • Retains the water feature from Galena Plaza as included in Option 1 • Removes all work on Turner Court The Phase II Engineering for this project will include resurfacing the roadway portion of Main Street and Turner Court, with geometric updates to accommodate the desired cross section that was approved by the City and the public. The existing curb line between Washington Street and Center Street will be relocated to accommodate a larger furniture zone for the frontages. All curb ramps will be removed and replaced with ADA/PROWAG compliance. Galena Street will be redesigned to accommodate the plaza that was developed in concept in the previous contract with the City. Watermain design for Main Street will be advanced from 60% through final design. Drainage structures will be redesigned to align with the new curb line. Existing lighting will be replaced throughout the project, and decorative festoon lighting and additional power outlets in planters will be added. The basis for this detailed design will be the concept designs that were presented at PIM #2 on June 18, 2026. The streetscape elements to be included are further described below in Section B. ===== PDF PAGE 57 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 SCOPE OF SERVICES A. Data Collection and Early Coordination The Engineering services will meet the pertinent requirements of the City of West Chicago, the Illinois Department of Transportation (IDOT). Civiltech design team’s experience with streetscape design and construction involves exposure to many different project challenges, conditions and settings (residential, commercial and industrial). This experience allows us to identify critical project elements that need to be addressed during the Preliminary (60%) Engineering stage. Item A.1 Design scope confirmation and kick-off meeting with City: The purpose of this meeting is to confirm the final selection of streetscape design elements and materials, as well as review the roadway design and any updates or revisions required beyond the June 2026 concept plans. We will also review the project milestone submittal schedule and anticipated project bid dates. We will also use this meeting to determine what available data and record information exists that will be useful in the design process, to discuss the project requirements in detail. Item A.2 Existing Tree Evaluation: Civiltech’s certified arborist will utilize tree location information provided by the topographic survey (developed during the conceptual design) to conduct an on-site evaluation of existing trees. This process will include documenting the size, species and health of existing trees and providing a recommendation for preservation, removal or replacement of existing trees within the project study boundary. B. Preliminary (60%) Engineering Item B.1 Preliminary Plans (60%): We will prepare preliminary plans for engineering containing the following drawings: • Cover Sheet (1 sheet) • Lighting Plans (1”=20’ dual view) (4 sheets) • Index of Sheets and List of State and Local Standards (1 sheet) • Festoon Lighting Plans (3 sheets) • Summary of Quantities (8 sheets) • Tree Outlet Plans (1”=20’ dual view) (4 sheets) • Typical Sections (6 sheets) • Cross Sections (1"=5’ H: 1"=10' V) (20 sheets) • Alignment, Ties, and Benchmarks (1"=100') (1 sheet) • Streetscape hardscape materials layout plans (1”=20’) - Plans for Turner Court not included in Scope Options 3 or 4• Removal Plan (1”=20’ dual view) (4 sheets) • Streetscape hardscape materials enlargement plans• Roadway Plan and Profile (1”=20’) (7 sheets) - Enlargement Plans for Turner Court not included in Scope Options 3 or 4 • Drainage and Utilities (1”=20’) (7 sheets) • Landscape plant material layout plans (1”=20’) • Watermain Plan and Profile (1”=20’) (4 sheets) - Planting Plans for Turner Court not included in Scope Options 3 or 4 - Note: The hours to create these sheets are included as a separate • Irrigation layout plans (1”=20’) contract. Sheets will be combined with the 60% plan submittal. - Performance specification • Maintenance of Traffic Concept (1”=50’) (2 sheets) - Irrigation Plans for Turner Court not included in Scope Options 3 or 4 • Detour Plan (1 sheet) • Streetscape hardscape details sheets • Pavement Marking and Signing Plan (1”=50’ dual view) (4 sheets) • Irrigation details • Traffic Signal Layout (1”=20’) - Performance specification • Temporary Lighting Plans (1”=20’ dual view) (4 sheets) • Landscape planting detail sheets and plant list ===== PDF PAGE 58 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 • Water Feature plans and equipment selection (Included in Scope - Structural General Notes (1 sheet) Option 1 only) - Shade Structure Foundation Plan (1 sheet) - Shade Structure Framing Plan (1 sheet)• Community identifier plans, sections and details - Community Identifier Foundations Plan views (1 sheet) • Structural plans, sections and details for community identifier foundations and shade canopy The Preliminary Plan preparation and submittal will serve as a progress submittal for review by the City staff, to identify and address any significant design issues prior to completing pre-final plans. We will communicate with the City throughout the design process to resolve any current design issues. To alert the various utility companies of possible conflicts and to advise them of the overall project schedule, we will submit the preliminary plans for their review. It is our intention that this submittal will allow the utility companies to review the plans to determine where additional information is needed concerning the location of their facilities. In addition to roadway engineering, this project will include the following: Drainage Design: The proposed drainage design will be completed utilizing existing main line sewer and completing an inlet spacing for the proposed roadway design. The proposed drainage design work will develop and document the drainage design criteria, and we will review sewer video tapes provided by the City to determine the need for spot repairs or replacement of the existing storm sewer system to be maintained. Lighting Design: This item includes determining if refurbishing the old poles and upgrading to LED fixtures or installing all new equipment is the most cost effective. New pole spacing will be designed working with the streetscape plan and spacing calculations. The photometric calculations will be completed for the roadway and sidewalks. Existing lighting will be replaced throughout the limits of the project with new lighting units including outlets. Festoon lighting will be designed for the three areas outlined in the concept plan. Tree/planter outlets will be designed throughout the project limits. New lighting controllers will be designed. There will be separate controllers for lighting and tree/planter outlets. Streetscape Design: This item will advance the preferred design option and develop construction details and specifications. It is anticipated that the following items will be included in the streetscape design component: Main Street between Washington and Center Streets: This area will include removing and replacing roadway curb and gutter to align with new geometry that will increase the pedestrian space, as well as adding a raised intersection at Main and Galena, and new/updated crosswalks at other locations. Pedestrian spaces will be designed with a combination of concrete sidewalk and brick pavers and will include trees in raised curb planters with soil cells, landscaping in raised curb planters, irrigation system, street furnishings (metal benches, bike racks, litter receptacles, bollards), decorative festoon lighting, pedestrian street lighting, wayfinding signage and community identifiers. Galena Street Plaza: This area will include a flush grade sidewalk level pedestrianized area featuring raised planters, decorative pavement, customized street furniture, bollards, festoon lighting, an overhead steel and fabric shade structure and a flush grade-level plaza. A geotechnical subconsultant fee has been included to provide soil boring information in the area of the proposed shade structure to inform our structural design. • Scope Options 1 and 4 includes a recirculating or drain-to-waste water feature. The schematic design development of the water feature will be developed by Civiltech, and detailed water feature equipment design, layout and product selection will be developed by Fountain People. Options for different water feature details will be presented to the City for consideration and approval during this phase of the design contract. • Scope Options 2 and 3 will provide an open paver plaza without a water feature. Additional conceptual design options for Galena Plaza without a water feature are not included in this design contract. Turner Court: Scope options 1 and 2 include Turner Court. This area will include new roadway curb and gutter raised intersection and crosswalks, new sidewalk space with concrete and brick pavers, trees with soil cells and raised planters, irrigation system, street furnishings (metal benches, bike racks, litter receptacles, bollards), pedestrian street lighting, wayfinding signage and community identifiers. This design will include specialty infrastructure elements including power for special event use. • Scope Options 3 and 4 remove all items associated with Turner Court from the scope of services. ===== PDF PAGE 59 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 Pedestrian Stairway Plazas between Main Street and Turner Court: These areas will include new concrete sidewalk and brick pavers, landscaping, irrigation system, street furnishings (metal benches, bike racks, litter receptacles, bollards), decorative festoon lighting and wayfinding signage. Main Street between Center St and Wilson Ave: This area will include new concrete sidewalks, parkway trees and lawn Streetscape and landscape design plans and details will include hardscape layout plans and cross sections for all pedestrian pavement systems, planter curb designs, soil cells with cross sectional details, landscape sheets that identify and locate all proposed plant materials, sizes, species and spacings, location and layout of street furniture, bollards, wayfinding signs and community identifiers. Plan sheets will include a street tree layout that is fully coordinated with utilities, lighting and intersection sight lines. Irrigation design plans will be provided along with a performance-based specification and details showing connection points and equipment location. The irrigation design will be developed as a design-build with specification requirements and submittals during the construction process. Item B.2 Preliminary Quantity Calculations and Estimate of Cost (60%): In order to ensure that the project is tracking within the projected budget, a cost estimate will be prepared using the portions of the plans that have been completed. Estimated costs will be included for those items that have not yet been designed or detailed. Item B.3 Preliminary Design Review Meeting: Civiltech will participate in 1 virtual meeting with City staff during this phase of the design in order to discuss the project, provide design updates and address any comments or issues as they arise. This meeting will be scheduled such that all parties will have had an opportunity to review the preliminary plans and provide comments. C. Pre-Final (90%) Plans, Special Provisions and Estimates Item C.1 Pre-Final Plans The development of Pre-Final Contract Plans and documents will proceed throughout the City’s review of the Preliminary Plan Submittal. We will prepare pre-final contract plans based on comments received on the preliminary plans, the applicable sections of the BLRS manual, BDE manual, applicable IDOT Standards and in accordance with current City standards and practices. We anticipate that the contract plans will contain the following drawings: • Cover Sheet (1 sheet) • Detour Plan • Index of Sheets and List of State and Local Standards (1 sheet) • Detour Notes • General Notes (1 sheet) • Erosion Control Plan (1”=50’) (dual pane) • Summary of Quantities (8 sheets) • ADA Ramp Details 1”=5’ (dual pane) • Schedule of Quantities (4 sheets) • Intersection Grading (1”=10’) (4 sheets) • Typical Sections (6 sheets) • Pavement Marking and Signing Plan 1”=50’ (dual pane) • Alignment, Ties, and Benchmarks (1"=100') (1 sheet) • Traffic Signal Modernization Plan – Main St/Wilson Ave • Removal Plan (1”=20’ dual view) (4 sheets) • Cable Plan and Sequences – Main St/Wilson Ave • Roadway Plan and Profile (1”=20’) (7 sheets) • Schedule of Quantities and Mast Arm Mounted Street Name Signs – Main St/Wilson Ave• Drainage and Utilities (1”=20’) (7 sheets) • Traffic Signal Modernization Plan – Main St/Washington St • Watermain Plan and Profile (1”=20’) (4 sheets) • Cable Plan and Sequences – Main St/Washington St • Stages of Construction – Sequences and Typical Sections • Schedule of Quantities and Mast Arm Mounted Street Name Signs • Stages of Construction – 3 stages, 1”=50’ (dual pane) – Main St/Washington St ===== PDF PAGE 60 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 • IDOT Standard Traffic Signal Design Details • Irrigation layout plans (1”=20’) - Performance specification• Lighting General Notes, Legend, Notes and Bill of Materials (1 sheet) - Irrigation Plans for Turner Court not included in Scope Options 3 or 4 • Temporary Lighting Plans (1”=20’ dual view) (4 sheets) • Streetscape hardscape details sheets • Temporary Lighting Circuit Diagram (1 sheet) • Irrigation details • Temporary Lighting Details (2 sheets) - Performance Specification • Lighting Plan (1”=20’ dual view) (4 sheets) • Landscape planting detail sheets and plant list • Lighting Circuit Diagrams (2 sheet) • Community identifier plans, sections and details • Festoon Lighting Plans (3 sheets) • Water feature plans, sections and equipment details • Tree Outlet Plans (4 sheets) - Included for Scope Options 1 and 4 only • Lighting Controller Details (2 sheets) • Structural plans, sections and details for community identifier foundations and shade canopy• Lighting Details (4 sheets) - Structural General Notes (1 sheet) • Cross Section; 1"=5’ H: 1"=10' V - Structural Quantities (1 sheet) • Construction Details / IDOT District One Standards - Shade Structure Foundation Plan (1 sheet) - Shade Structure Framing Plan (1 sheet)• Streetscape hardscape materials layout plans (1”=20’) - Shade Structure Sections and Details (2 sheets) - Plans for Turner Court not included in Scope Options 3 or 4 - Community Identifier Foundation Plan views (1 sheet) • Streetscape hardscape materials enlargement plans - Community Identifier Foundations Sections and Details (2 sheets) - Enlargement Plans for Turner Court not included in Scope Options 3 or 4 - Bollards (1 sheet) • Landscape plant material layout plans (1”=20’) - Performance Specification - Planting Plans for Turner Court not included in Scope Options 3 or 4 The pre-final contract documents will be submitted to the City for review. We will also submit the contract plans to the various utility companies. This submittal will sufficiently define the conflicts so that the utility companies can, at a minimum, perform the necessary engineering for any required utility relocations. This allows relocations to be performed in advance of the actual construction. Civiltech will perform the necessary coordination with the utility companies and follow up as needed on each of our submittals to ensure that no utility company is neglecting the project. Depending on the complexity of the utility involvement it may be necessary to conduct periodic coordination meetings. Item C.2 Pre-Final Special Provisions: We will prepare special provisions that supplement or amend the specifications contained in the latest edition of the Standard Specifications for Road and Bridge Construction adopted by the Illinois Department of Transportation and the latest edition of the Standard Specifications for Sewer and Watermain Construction in Illinois. Applicable City special provisions will be utilized to supplement the Standard Specifications. In addition, we will include the latest IDOT Recurring Special Provisions Check Sheet. The most recent set of IDOT’s Bureau of Design and Environment (BDE) Special Provisions and District 1 Special Provisions will be reviewed and included in the special provisions where applicable. Item C.3 Pre-Final Quantity Calculations: We will perform detailed quantity calculations at the pre-final stage of the plan development. Two sets of calculations will be performed by separate engineers in order to ensure the accuracy of the calculations. Item C.4 Pre-Final Estimate of Cost and Construction Time: We will use the quantities of work in order to calculate an Engineer’s Estimate of Cost and Time. The unit prices for the various items of work will be developed based on review and analysis of recent bid tabulations for projects of similar scope and magnitude. ===== PDF PAGE 61 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 Item C.5 Pre-Final QC/QA Review: Prior to submission of the pre-final plans for review, we will perform an internal Quality Control / Quality Assurance review of the work completed. The review will be performed by a professional engineer independent of the design team. The Construction Engineer will also complete a full contract document review at this time. The review will consider constructability issues as well as identification of missing pay items, quantities of work, and special provisions required. The design team will also perform a “plan-in-hand” field check to confirm the existing conditions and design. Item C.6 Pre-Final Project Review Meeting: Civiltech will participate in 1 virtual meeting with City staff during this phase of the design in order to discuss the project, provide design updates and address any comments or issues arising from the Pre-Final (90%) Plans, Special Provisions and Estimates submittal. This meeting will be scheduled such that all parties will have had an opportunity to review the plans, specifications and estimate, and provide comments. D. Final (100%) Plans, Special Provisions and Estimates Item D.1 Final Plans: After completion of all agency reviews and resolution of any other agency or utility company concerns, the contract plans will be finalized. In order to assist the Resident Engineer (RE) we will furnish the City, as part of our deliverables, detailed information including all design and quantity calculations. We will also prepare a technical memorandum to the RE highlighting any key issues, commitments, or special concerns that arose during the design stage of the project. We will provide the City with final paper and digital copies of the plans and bid documents for bidding purposes. Item D.2 Final Special Provisions: All comments received pertaining to the pre-final special provisions and bid documents will be addressed and reflected in the final bid documents. The status and schedule of all utility relocations, as of the date of the final plans, will be included in the bid documents. Item D.3 Final Quantity Calculations: The quantities will be updated based on changes made to the plans after the pre-final stage. Item D.4 Final Estimate of Cost and Construction Time: The estimates will be updated based on the revised quantities. Item D.5 Final QC/QA Review: Prior to the final submittal a second QC/QA review of the plans and special provisions will be performed according to our documented Quality Control / Quality Assurance Plan. E. Project Administration, Coordination and Permits Item E.1 Project Administration: This item includes project setup, monthly invoicing, and preparation of status reports. In addition, this item includes coordinating meetings with the City as well as internal project team coordination. Item E.2 Project Submittals As noted above, we will make the necessary document submittals, and follow through with each agency in regards to their review comments or arrange a review meeting to discuss plan changes necessary to resolve conflicts if possible. We will provide to the City all reports, plans, studies and other information as requested in digital format. ===== PDF PAGE 62 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 Item E.3 Utility Company Coordination As noted above, we will analyze the project for potential impacts to existing utilities. We will provide the utility companies with a list of areas of potential conflict so that additional information, such as horizontal locates or depth borings, can be obtained where necessary to further define the extent of conflicts. We will first attempt to address utility conflicts through design modifications while considering the impact those changes will have on the overall improvement. Should any utility relocation work be necessary, we will work with the utility companies as they develop relocation plans, provide them with electronic files when requested and review those plans when they are submitted. We anticipate meeting with each utility one time during the preparation of their relocation plans. Item E.4 Stormwater and Erosion Control Permitting All stormwater and erosion control elements will be designed in accordance with the DuPage County Countywide Stormwater and Floodplain ordinance. We anticipate that the City will review and approve the project for compliance as a partial waiver community. Item E.5 NPDES Permitting and Documentation The NPDES permit, along with a Stormwater Pollution Prevention Plan, will be prepared for inclusion in the contract documents for final execution by the successful bidder. All erosion control design will be in accordance with the latest IEPA and City requirements. Item E.6 Bid Phase Assistance We will prepare the bidding documents per City’s bid package requirements and provide general assistance through the bidding process since this is expected to be bid locally. We will be available to respond to questions submitted by contractors. Once the bids are opened Civiltech will complete a bid tabulation, a contract award recommendation and complete the Contract for the selected bidder per the City’s standards. Item E.7 Pre-Construction Meeting Attendance We will attend a pre-construction meeting at the City to answer any questions regarding the project. IEPA permitting has been coordinated part of a previous contract and will be submitted as part of that contract for the final bid documents. Project Schedule The schedule of this work will follow the schedule of the reconstruction and streetscape project that these plans will be included in. The schedule has not been set at this time and will be developed at the conclusion of the conceptual plan phase. Fee Calculation Civiltech is dedicated to the philosophy of staffing projects with qualified individuals necessary to successfully complete projects at a reasonable cost to the City. Compensation for our work will be based upon actual labor dollars expended times a factor of 2.70 to cover actual payroll, overhead and indirect costs, payroll burden, and fringe benefit costs and profit. Direct costs such as printing, vehicle expenses and sub-consultant costs will be billed at their actual cost, without markup. A detailed estimate of work hours, design fees, direct costs and services by others are included as attachments. This design fee proposal is structured to allow the selection of one of the design proposal options noted below: ===== PDF PAGE 63 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street City of West Chicago | August 10th, 2026 Scope Option 1: Scope Option 3: • All elements presented at the second public meeting on 6/18/2026 • Removes water feature from Galena Plaza as noted in Option 2 • Removes all work on Turner Court Design Engineering: $646,988.85 Direct Costs: $198.32 Design Engineering: $517,255.20 Services by others: $24,989.00 Direct Costs: $198.32 Option 1 total: $672,176.17 Services by others: $16,989.00 Option 3 total: $534,442.52 Scope Option 2: • Removes water feature from Galena Plaza Scope Option 4: • Assumes a paved plaza will be provided in the same design layout • Retains the water feature from Galena Plaza as included in Option 1 • No additional design options for Galena Plaza are included with • Removes all work on Turner Court this scope option. Design Engineering: $528,854.40 Design Engineering: $635,389.65 Direct Costs: $198.32 Direct Costs: $198.32 Services by others: $24,989.00 Services by others: $16,989.00 Option 4 total: $554,041.72 Option 2 total: $652,576.97 Accepted By: Signature Printed Name Company/Firm/Agency Date Thank you, Jon Vana ~ NG\ ===== PDF PAGE 64 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 COST ESTIMATE OF CONSULTANT SERVICES Senior Project Lighting Lead Lighting Traffic Signal Manager Project Engineer V Engineer III Project Landscape Landscape Structural Structural Engineer Engineer QC/QA Manager Manager Architect Designer Engineer Engineer III Total $ 86.00 $ 61.00 $ 51.00 $ 38.50 $ 70.00 $ 52.00 $ 52.50 $ 81.00 $ 35.50 $ 86.00 $ 52.50 1 2 0 0 0 0 0 3 8 2 2 18 1 77 330 408 25 132 16 102 216 8 42 1,357 92 224 502 642 36 189 112 162 264 16 72 2,311 41 113 144 124 13 61 33 50 92 10 24 705 20 132 70 20 0 10 0 22 0 6 10 290 155 548 1,046 1,194 74 392 161 339 580 42 150 4,681 3.3% 11.7% 22.3% 25.5% 1.6% 8.4% 3.4% 7.2% 12.4% 0.9% 3.2% $ 13,330 $ 33,428 $ 53,346 $ 45,969 $ 5,180 $ 20,384 $ 8,453 $ 27,459 $ 20,590 $ 3,612 $ 7,875 $ 239,625.50 MULTIPLIER (2.70 OH and Profit) $ 646,988.85 Direct Cost and Sub-consultant Expense: $ 25,187.32 Total: $ 672,176.17 ===== PDF PAGE 65 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 WORKHOURS ( ) Senior Project Lighting Traffic Signal Lead Manager Project Engineer V Engineer III Project Lighting Project Landscape Landscape Structural Structural QC/QA Manager Manager Engineer Manager Architect Designer Engineer Engineer III Item # Sub-Task Description Total A DATA COLLECTION AND EARLY COORDINATION A.1 Design scope confirmation and kick-off meeting with City 1 2 2 2 2 9 A.2 Existing Tree Evaluation 1 8 9 Sub-Total Item A 1 2 0 0 0 0 0 3 8 2 2 18 B PRELIMINARY (60%) ENGINEERING B.1 Preliminary Plans (60%) 1 1 Cover Sheet (1 sheet) 1 2 2 5 Index of Sheets and List of State and Local Standards (1 sheet) 1 2 2 5 Summary of Quantities (8 sheets) 4 16 20 40 Typical Sections (6 sheets) 8 16 24 48 Alignment, Ties, and Benchmarks (1"=100') (1 sheet) 1 8 20 29 Removal Plan (1"=20'; dual-view) (4 sheets) 4 40 40 84 Roadway Plan and Profile (1"=20') (7 sheets) 20 60 40 120 Drainage and Utilities (1"=20') (7 sheets) 12 60 40 112 Watermain Plan and Profile (1"=20') (4 sheets) Coordinated as part of previous contract Maintenance of Traffic Concept (1"=50') (2 sheets) 4 8 12 24 Detour Plan (1 sheet) 2 8 8 18 Pavement Marking and Signing Plan (1"=50'; dual-view) (4 sheets) 2 8 16 26 Traffic Signal Layout (1"=20') 16 16 Temporary Lighting Plans (4 sheets) 20 5 36 61 Lighting Plans (1"=20') (4 sheets) 36 10 48 94 Festoon Lighting Plans (3 sheets) 12 5 24 41 Tree Outlet Plans (4 sheets) 16 5 24 45 Cross Sections (1"=5' H: 1"=10' V) (20 sheets) 8 60 60 128 Streetscape Hardscape Plans and Details 40 80 120 Irrigation Plans and Details 12 16 28 Landscape Planting Plans, Detail Sheets and Plant List 4 12 16 Water Feature Plans and Equipment Selection 16 24 40 Community Identifier Plans, Sections, and Details 20 60 80 Structural General Notes (1 sheet) 1 8 9 Shade Structure Foundation Plan (1 sheet) 1 8 9 Shade Structure Framing Plan (1 sheet) 1 8 9 Community Identifier Foundations Plan views (1 sheet) 1 8 9 B.2 Preliminary Quantity Calculations and Estimate of Cost (60%) 8 40 40 8 24 2 8 130 B.3 Preliminary Design Review Meeting (1) 2 2 2 2 2 10 Sub-Total Item B 1 77 330 408 25 132 16 102 216 8 42 1,357 C PRE-FINAL (90%) PLANS, SPECIAL PROVISIONS AND ESTIMATES C.1 Pre-final Plans (90%) 0 Cover Sheet (1 sheet) 1 2 2 5 Index of Sheets and List of State and Local Standards (1 sheet) 1 2 2 5 General Notes (1 Sheet) 1 2 2 5 Summary of Quantities (8 sheets) 4 8 16 28 Schedule of Quantities (4 sheets) 4 16 20 40 Typical Sections (6 sheets) 4 12 12 28 Alignment, Ties, and Benchmarks (1"=100') (1 sheet) 2 8 8 18 Removal Plan (1"=20'; dual-view) (4 sheets) 4 20 20 44 Roadway Plan and Profile (1"=20') (7 sheets) 2 12 40 40 94 Drainage and Utilities (1"=20') (7 sheets) 2 12 40 40 94 Watermain Plan and Profile (1"=20') (4 sheets) 2 4 20 20 46 Stages of Construction - Sequences and Typical Sections (2 sheets) 2 32 16 50 Stages of Construction - 3 Stages (1"=50' dual-view) (12 sheets) 2 16 80 80 178 Detour Plan (1 sheet) 1 4 4 9 ===== PDF PAGE 66 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 WORKHOURS (EXTENDED) ( ) Senior Project Lighting Traffic Signal Lead Manager Project Engineer V Engineer III Project Lighting Project Landscape Landscape Structural Structural QC/QA Manager Manager Engineer Manager Architect Designer Engineer Engineer III Item # Sub-Task Description Total Detour Notes (1 sheet) 1 2 2 5 Erosion Control Plan (1"=50' dual-view) (4 sheets) 2 20 32 54 ADA Ramp Details (1"=5') (8 sheets) 4 32 40 120 196 Intersection Grading (1"=10') (4 sheets) 16 40 40 96 Pavement Marking and Signing Plan (1"=50'; dual-view) (4 sheets) 2 4 4 10 Traffic Signal Modernization Plan - Main St/Wilson Ave 24 24 Cable Plan and Sequences – Main St/Wilson Ave 12 12 Schedule of Quantities and Mast Arm Mounted Street Name Signs – 8 8 Traffic Signal Modernization Plan - Main St/Washington St 24 24 Cable Plan and Sequences – Main St/Washington St 12 12 Schedule of Quantities and Mast Arm Mounted Street Name Signs – 8 8 IDOT Standard Traffic Signal Design Details 2 2 4 Lighting General Notes, Legend, Bill of Materials (1 sheet) 2 1 5 8 Temporary Lighting Plans (1"=20' dual view) (4 sheets) 16 1 12 29 Temporary Circuit Diagrams (1 sheet) 6 1 6 13 Temporary Lighting Details (2 sheets) 8 1 6 15 Lighting Plans (1"=20' dual view) (4 sheets) 16 6 32 54 Lighting Circuit Diagrams (2 sheet) 8 1 8 17 Festoon Lighting Plans (3 sheets) 8 2 20 30 Tree Outlet Plans (4 sheets) 16 2 24 42 Lighting Controller Details (2 sheets) 4 2 16 22 Lighting Details (4 sheets) 8 2 16 26 Construction Details (12 sheets) 1 4 8 13 Cross Sections (1"=5' H: 1"=10' V) (20 sheets) 8 40 20 68 Streetscape Hardscape Materials Layout Plans (1"=20') 24 40 64 Streetscape Hardscape Materials Enlargement Plans 16 40 56 Landscape Plant Material Layout Plans (1"=20') 8 16 24 Streetscape Hardscape Detail Sheets 24 36 60 Irrigation Plans and Details 4 12 16 Landscape Planting Detail Sheets and Plant List 8 16 24 Water Feature Plans and Equipment Selection 16 24 40 Community Identifier Plans, Sections, and Details 16 40 56 Structural General Notes (1 sheet) 1 4 5 Structural Quantities (1 sheet) 1 8 9 Shade Structure Foundation Plan (1 sheet) 1 4 5 Shade Structure Framing Plan (1 sheet) 1 4 5 Shade Structure Sections and Details (2 sheets) 2 16 18 Community Identifier Foundations Plan views (1 sheet) 1 4 5 Community Identifier Foundations Sections and Details (2 sheets) 2 16 18 Bollards (1 sheet) 1 8 9 C.2 Pre-final Special Provisions (90%) 40 20 5 20 4 32 24 2 4 151 C.3 Pre-Final Quantity Calculations (90%) 8 40 40 5 24 8 12 16 2 2 157 C.4 Pre-Final Estimate of Cost and Construction Time 4 4 1 2 11 C.5 Pre-Final QC/QA Review 80 40 6 8 134 C.6 Pre-Final Design Review Meeting (1) 2 2 2 2 2 10 Sub-Total Item C 92 224 502 642 36 189 112 162 264 16 72 2,311 D FINAL (100%) PLANS, SPECIAL PROVISIONS AND ESTIMATES D.1 Final Plans (100%) 1 40 80 80 5 40 24 24 60 2 8 364 D.2 Final Special Provisions (100%) 40 20 2 5 2 12 8 2 4 95 D.3 Final Quantity Calculations (100%) 12 40 40 1 16 2 8 16 2 4 141 D.4 Final Estimate of Cost and Construction Time (100%) 1 4 4 1 2 8 2 4 26 D.5 Final QC/QA Review (100%) 40 20 5 4 4 2 4 79 Sub-Total Item D 41 113 144 124 13 61 33 50 92 10 24 705 ===== PDF PAGE 67 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 WORKHOURS (EXTENDED) Senior Project Lighting Traffic Signal Lead Manager Project Engineer V Engineer III Project Lighting Project Landscape Landscape Structural Structural QC/QA Manager Manager Engineer Manager Architect Designer Engineer Engineer III Item # Sub-Task Description Total E PROJECT ADMINISTRATION, COORDINATIONS AND PERMITS E.1 Project Administration 10 60 12 2 4 88 E.2 Project Submittals 10 20 10 2 4 46 E.3 Utility Company Coordination 10 20 20 10 60 E.4 Stormwater and Erosion Control Permitting 16 16 32 E.5 NPDES Permitting and Documentation 16 16 32 E.6 Bid Phase Assistance 8 8 8 24 E.7 Pre-construction Meeting Attendance 2 2 2 2 8 Sub-Total Item E 20 132 70 20 0 10 0 22 0 6 10 290 Total Engineering Workhours 155 548 1,046 1,194 74 392 161 339 580 42 150 4,681 3.3% 11.7% 22.3% 25.5% 1.6% 8.4% 3.4% 7.2% 12.4% 0.9% 3.2% ===== PDF PAGE 68 ===== [Extraction: embedded PDF text] Proposal to Furnish Design Engineering Services Downtown Modernization & Beautification Project Washington Street to Wilson Street CWILTECH City of West Chicago | August 10th, 2026 DIRECT COSTS AND SUBCONSULTANT EXPENSES Direct Services Item # Description No. Units Cost/Unit Costs by Others A DATA COLLECTION AND EARLY COORDINATION Mileage (4 trips @ 74 miles round trip) 296 miles $ 0.670 $ 198.32 $ - Midland Standard Engineering and Testing, Inc. - Geotechnical Sub-consultant $ 16,989.00 Item 1 Total $ 198.32 $ 16,989.00 C PRE-FINAL (90%) PLANS, SPECIAL PROVISIONS AND ESTIMATES Fountain People - Fountain Design Subconsultant $ 8,000.00 Item 2 Total $ - $ 8,000.00 $ 25,187.32 ===== PDF PAGE 69 ===== [Extraction: embedded PDF text] Item #12.A. RESOLUTION NO. 2026-R-0045 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST CHICAGO, DUPAGE COUNTY, ILLINOIS, APPROVING AND AUTHORIZING THE EXECUTION OF THE THIRD AMENDMENT TO THE TRONOX/KERR-McGEE MULTISITE ENVIRONMENTAL RESPONSE TRUST AGREEMENT AND RELATED DOCUMENTS WHEREAS, the City of West Chicago, DuPage County, Illinois (the “City”), is a duly incorporated and existing municipality under the laws of the State of Illinois; and WHEREAS, the former Kerr-McGee Chemical Corporation and its successors, including Tronox LLC and related entities (collectively, “Tronox”), operated facilities within and adjacent to the City that resulted in radioactive thorium and other hazardous material contamination requiring long-term environmental remediation; and WHEREAS, in connection with the Tronox bankruptcy proceeding and subsequent environmental settlement, a Multisite Environmental Response Trust (the “Trust”) was established to fund and administer environmental remediation at multiple sites, including sites within and adjacent to the boundaries of the City of West Chicago; and WHEREAS, the City has previously entered into agreements and amendments with the Trust relating to the remediation of the former Kerr-McGee sites within the City, including the cleanup of properties that are the subject of ongoing remediation eƯorts and the development of the Community Park project on former Kerr-McGee property; and WHEREAS, the City and the Trustee have negotiated a Third Amendment to the applicable Trust Agreement and related documents (the “Third Amendment”), a copy of which is attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, in order to efficiently address surpluses and deficits in Environmental Cost Accounts and Work Accounts for specific Environmental Response Trust Sites, so as to better ensure timely and effective Environmental Actions at the Environmental Response Trust Sites, the Environmental Response Trust Beneficiaries agree to certain modifications to the ===== PDF PAGE 70 ===== [Extraction: embedded PDF text] Environmental Settlement Agreement’s provisions regarding transfers of surplus funding and intra-state funding, within and among the Environmental Response Trusts, and related provisions of Environmental Response Trust Agreements, as specified below; WHEREAS, the Environmental Settlement Agreement provides that any residual funding remaining in the Environmental Response Trusts after all Environmental Response Trust Sites have no further need for funding shall be transferred first to specified Non-Owned Sites (as defined in the Environmental Settlement Agreement) and then to the federal Superfund, ESA and the debtors and Reorganized Tronox retain no residual interest in Environmental Response Trust funding, ESA; WHEREAS the Environmental Response Trust Beneficiaries further seek to memorialize through the Environmental Settlement Agreement certain specific transfers of surplus funding among Environmental Response Trusts that will be made, consistent with the modified provisions below, after this Third Amendment goes into effect; which the City has determined to be in the best interests of the public health, safety, and welfare of the residents of West Chicago; and WHEREAS, the City Council has reviewed the Third Amendment and related documents, has had the opportunity to consult with its legal counsel and environmental advisors, and has determined that approval of the Third Amendment is appropriate and in the best interests of the City; and WHEREAS, this Resolution has been prepared pursuant to, and is consistent with, the City’s home rule authority under Article VII, Section 6 of the Illinois Constitution of 1970, and all applicable provisions of the Illinois Municipal Code, 65 ILCS 5/1-1-1 et seq.; and WHEREAS, notice of this meeting was given, and this meeting was held, in accordance with the Open Meetings Act, 5 ILCS 120/1 et seq.; NOW, THEREFORE, BE IT RESOLVED by the Mayor and City Council of the City of West Chicago, DuPage County, Illinois, as follows: ===== PDF PAGE 71 ===== [Extraction: embedded PDF text] Section 1. Incorporation of Recitals. The foregoing recitals are incorporated herein as findings of the City Council and made a part of this Resolution. Section 2. Approval of Third Amendment. The City Council of the City of West Chicago hereby approves the Third Amendment to the Tronox/Kerr-McGee Multisite Environmental Response Trust Agreement, in substantially the form attached hereto as Exhibit A, with such changes, insertions, and omissions as shall be approved by the Mayor, upon advice of the City Attorney, such approval to be conclusively evidenced by the Mayor’s execution thereof. Section 3. Authorization to Execute. The Mayor of the City of West Chicago, Daniel Bovey, is hereby authorized and directed to execute the Third Amendment and any and all related documents, certificates, and instruments necessary or convenient to carry out the purposes of this Resolution, on behalf of the City. The City Administrator and Executive OƯice Manager are hereby authorized and directed to take such further actions and execute such additional documents as may be necessary or appropriate to implement the terms of the Third Amendment. Section 4. Filing and Notice. The Executive OƯice Manager is hereby directed to file this Resolution and the executed Third Amendment in the oƯicial records of the City and to provide copies thereof to such parties as may be required by applicable law or the terms of the Third Amendment. Section 5. Severability. If any section, paragraph, subdivision, clause, sentence, or provision of this Resolution shall be adjudged by any court of competent jurisdiction to be invalid, such judgment shall not aƯect, impair, invalidate, or nullify the remainder of this Resolution, the intent being that the various provisions hereof are severable. Section 6. EƯective Date. This Resolution shall be in full force and eƯect from and after its passage and approval in the manner provided by law. ===== PDF PAGE 72 ===== [Extraction: embedded PDF text] PASSED AND APPROVED by the Mayor and City Council of the City of West Chicago, DuPage County, Illinois, at a Regular meeting of the City Council held on the 17th day of August, 2026. Voting in favor: _________________ Voting against: __________________ Abstaining: __________________ Absent: __________________ __________________________ Daniel Bovey, Mayor City of West Chicago, Illinois ATTEST: __________________________ Valeria BiggerstaƯ, Executive OƯice Manager City of West Chicago, Illinois Date: ___________________________ ===== PDF PAGE 73 ===== [Extraction: embedded PDF text] EXHIBIT A Third Amendment to the Tronox/Kerr-McGee Multisite Environmental Response Trust Agreement [Attach Executed Third Amendment] ===== PDF PAGE 74 ===== [Extraction: embedded PDF text] UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x IN RE: Case No. 09-10156 (MEW) TRONOX INCORPORATED, et al., (Jointly Administered) Debtors. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - x THIRD AMENDMENT TO THE CONSENT DECREE AND ENVIRONMENTAL SETTLEMENT AGREEMENT WHEREAS, the Debtors, the United States, twenty-two States, certain Local Governments, and the Navajo Nation entered into a Consent Decree and Environmental Settlement Agreement (“Environmental Settlement Agreement” or “ESA”), which went into effect on February 14, 2011 [Dkt. Entry 2555] and was subsequently amended by a First Amendment and Second Amendment;1 Environmental Response Trusts WHEREAS, pursuant to the Environmental Settlement Agreement and related trust agreements (“Environmental Response Trust Agreements”), five trusts (“Environmental Response Trusts”) were created for purposes specified in the Environmental Settlement Agreement and the Environmental Response Trust Agreements, including to address administrative and property management functions with respect to certain properties transferred by Debtors to the Environmental Response Trusts and to 1 Capitalized terms not specifically defined herein have the meaning given to them in the Environmental Settlement Agreement, as modified by the First Amendment and Second Amendment. The description of terms of the Environmental Settlement Agreement and Environmental Response Trust Agreements is for convenience only, and is qualified in full by the terms of those documents. ===== PDF PAGE 75 ===== [Extraction: embedded PDF text] perform, manage, and/or fund Environmental Actions at specified sites (“Environmental Response Trust Sites”) [Dkt. Entry 2812]; WHEREAS, pursuant to the Environmental Settlement Agreement and the Environmental Response Trust Agreements, the beneficiaries of the Environmental Response Trusts (“Environmental Response Trust Beneficiaries”) are the United States and twenty-one of the States; WHEREAS, subject to the terms of the Environmental Settlement Agreement (as amended, including by this Third Amendment) and Environmental Response Trust Agreements, the Environmental Response Trusts’ funding was, and is, allocated into (1) distinct accounts within the Environmental Response Trusts, which include Environmental Cost Accounts, Work Accounts (as defined herein) and (as a result of this amendment (the “Third Amendment”)) the Brunswick Site Special Trust Account (as defined herein) from which funds may be spent for Environmental Actions at specified Environmental Response Trust Sites; and (2) Administrative Accounts (as defined herein) from which funds may be spent by the Environmental Response Trusts for Administrative Costs; Funding Transfers Within and Among Environmental Response Trusts WHEREAS, the Environmental Settlement Agreement authorizes transfers of funding among and between accounts within the Environmental Response Trusts under certain circumstances, including when all final Environmental Actions have been completed at an Environmental Response Trust Site and funding remains, ESA ¶¶ 13(a)- (d), 40(a)-(b), 57(a)-(c), 82(a)-(b), and 107(a)-(g), or when the United States and a State that is a beneficiary of the Multistate Environmental Response Trust (“Multistate Trust”) 2 ===== PDF PAGE 76 ===== [Extraction: embedded PDF text] agree to transfer funds between Environmental Cost Accounts for Environmental Response Trust Sites within the Multistate Trust located in a single State, ESA ¶ 13(a); WHEREAS, in order to efficiently address surpluses and deficits in Environmental Cost Accounts and Work Accounts for specific Environmental Response Trust Sites, so as to better ensure timely and effective Environmental Actions at the Environmental Response Trust Sites, the Environmental Response Trust Beneficiaries agree to certain modifications to the Environmental Settlement Agreement’s provisions regarding transfers of surplus funding and intra-state funding, within and among the Environmental Response Trusts, and related provisions of Environmental Response Trust Agreements, as specified below; WHEREAS, the Environmental Settlement Agreement provides that any residual funding remaining in the Environmental Response Trusts after all Environmental Response Trust Sites have no further need for funding shall be transferred first to specified Non- Owned Sites (as defined in the Environmental Settlement Agreement) and then to the federal Superfund, ESA ¶¶ 13(c), 40(a), 57(b), 82(a), 107(d), (e), and that the debtors and Reorganized Tronox retain no residual interest in Environmental Response Trust funding, ESA ¶¶ 10(d), 38(c), 55(c), 80(c), 104(d); Specific Transfers of Surplus Funding to Environmental Response Trust Sites with Unfunded Critical Needs WHEREAS, the Environmental Response Trust Beneficiaries further seek to memorialize through the Environmental Settlement Agreement certain specific transfers of surplus funding among Environmental Response Trusts that will be made, consistent with the modified provisions below, after this Third Amendment goes into effect; 3 ===== PDF PAGE 77 ===== [Extraction: embedded PDF text] Savannah and Brunswick Sites WHEREAS, the State of Georgia has substantially contributed to the availability of surplus funding to address sites with Unfunded Critical Needs as provided herein, including by providing certain liability protections that facilitated a sale of the Savannah Site that is a principal reason for the current availability of funding to be transferred to address sites with Unfunded Critical Needs pursuant to Paragraphs 5(a)-(e) below; WHEREAS, in light of this substantial contribution, this Third Amendment provides (as detailed herein) for the creation of a Brunswick Site Special Trust Account in the amount of $613,000 (the “Brunswick Site Special Trust Account Funding”), which shall be used by the Multistate Trust to fund future Environmental Actions at the Brunswick Site (as defined in the Environmental Settlement Agreement), in Brunswick, Georgia, as provided herein; provided that the Multistate Trust shall have no obligation to fund work at the Brunswick Site other than from the Brunswick Site Special Trust Account Funding; Additional Technical Changes WHEREAS, the Environmental Response Trust Beneficiaries further seek to make certain technical and conforming changes to the Environmental Settlement Agreement and Environmental Response Trust Agreements, as provided below; Authority to Modify Environmental Settlement Agreement WHEREAS, the Environmental Settlement Agreement provides for amendment of the Environment Settlement Agreement by a writing signed by all parties, ESA ¶ 172; WHEREAS, all parties to the Environmental Settlement Agreement have signed this Third Amendment and agree that this Third Amendment is allowed pursuant to the 4 ===== PDF PAGE 78 ===== [Extraction: embedded PDF text] terms of the Environmental Settlement Agreement and the Environmental Response Trusts and includes terms and conditions that could be properly approved by a court; WHEREAS, this Third Amendment is being submitted to the Court for approval prior to going into effect; Modification of Trust Agreements WHEREAS, the parties intend that the provisions of this Third Amendment control over any inconsistent provisions of the Environmental Settlement Agreement and Environmental Response Trust Agreements; and Public Interest WHEREAS, the parties agree that the modifications contained herein are necessary, appropriate, and in the public interest. NOW, THEREFORE, upon the written consent and agreement of the parties hereto pursuant to Environmental Settlement Agreement Paragraph 172, the Environmental Settlement Agreement is hereby amended as follows: 1. Section II of the Environmental Settlement Agreement is amended to add the following additional definitions: “Account-Specific Surplus Funding” is funding in a specific Environmental Cost Account or Work Account that is more than the amount reasonably projected to be needed for all anticipated Environmental Actions (as defined in the Environmental Settlement Agreement), including the costs of litigation that would qualify as an Environmental Action as that term is defined in the Environmental Settlement Agreement (if any), to be funded from that specific account, as determined by the process established by the Third Amendment. “Account-Specific Surplus Funding Determination” is an Account- Specific Surplus Funding Recommendation that has been concurred in by the Environmental Response Trust Beneficiaries for the relevant Environmental Cost Account or Work Account, pursuant to Paragraph 176(2), below. 5 ===== PDF PAGE 79 ===== [Extraction: embedded PDF text] “Account-Specific Surplus Funding Recommendation” is a Trustee’s recommendation regarding whether one or more of its Environmental Cost Accounts or Work Accounts contains Account-Specific Surplus Funding, and, if so, the amount of any such Account-Specific Surplus Funding, pursuant to Paragraph 176(1), below. “Administrative Account” shall mean any Cimarron Trust Administrative Account, Multistate Trust Administrative Account, Nevada Trust Administrative Account, Savannah Trust Administrative Account, or West Chicago Trust Administrative Account, as those terms are defined in the Environmental Settlement Agreement, as amended.2 “Brunswick Site Special Trust Account” shall mean the Multistate Trust Account created pursuant to Paragraph 188 below. “Brunswick Site Special Trust Account Funding” shall be $613,000. “Environmental Cost Account” shall mean any Cimarron Trust Environmental Cost Account, Multistate Trust Environmental Cost Account, Nevada Trust Environmental Cost Account, Savannah Trust Environmental Cost Account, or West Chicago Trust Environmental Cost Account, as those terms are defined in the Environmental Settlement Agreement, as amended, and the Multistate Trust’s Other Sites Site-Specific Accounts, as defined herein. “Environmental Response Trust Beneficiary” shall mean (1) as to each Environmental Response Trust, the United States and those States that are beneficiaries of that Environmental Response Trust, (2) as to a specific Environmental Cost Account or Work Account or the Brunswick Site Special Trust Account, the Lead Agency and the Non- Lead Agency, if any, for the Environmental Response Trust Site or Sites to which such Environmental Cost Account or Work Account applies, and (3) as to a specific Administrative Account, any beneficiary whose approval is required for the annual budget for that Administrative Account. Additionally, the U.S. Environmental Protection Agency (“U.S. EPA”) shall be deemed an Environmental Response Trust Beneficiary as to the Nevada Trust Administrative Account. 2 The Environmental Settlement Agreement refers to the “Henderson Environmental Response Trust” and, in various contexts, uses the term “Henderson Trust” to refer to that trust. E.g., ESA at p. 14 and Section VIII. The First Amendment to the Environmental Settlement Agreement modified this terminology to “Nevada Environmental Response Trust” and “Nevada Trust.” First Amendment ¶ 1. This Third Amendment uses the modified terminology. 6 ===== PDF PAGE 80 ===== [Extraction: embedded PDF text] “Environmental Response Trust Site” shall mean: (i) any Owned Site, (ii) any Non-Owned Site for which the Environmental Settlement Agreement establishes a Work Account; and (iii) the Brunswick Site for which the Brunswick Site Special Trust Account is created pursuant to this Third Amendment. “Lead Agency” and “Non-Lead Agency” shall have the meanings provided in the Environmental Settlement Agreement. For avoidance of doubt, such terms, for the purpose of the Environmental Settlement Agreement, do not include agencies of Non-Party States (as defined below). “No Further Action Determination” is an official statement by a regulatory agency that it does not require an Environmental Response Trust, or a prior owner or a prior operator of property currently owned by an Environmental Response Trust, to conduct further Environmental Actions (as defined in the Environmental Settlement Agreement) with respect to an Environmental Response Trust Site or portion of an Environmental Response Trust Site. “Non-Party State” shall mean a state of the United States that is not a party to the Environmental Settlement Agreement and therefore does not fall within the defined term “State” under the Environmental Settlement Agreement. “Other Sites Site-Specific Accounts” are accounts established by the Multistate Trust to retain funding for Environmental Actions at certain Sites that has been distributed from the “Other Sites Account” (as that term is defined in the Environmental Settlement Agreement), consistent with the terms of Paragraph 126 of the Environmental Settlement Agreement. “Pooled Service Station Accounts” shall mean the Multistate Trust Environmental Cost Account for Owned Service Stations and the Multistate Trust Work Account for Non-Owned Service Stations, exclusive of Segregated Service Station Subaccounts. “Segregated Service Station Subaccounts” shall mean (i) any segregated subaccounts of the Multistate Trust Environmental Cost Account for Owned Service Stations pursuant to Multistate Trust Agreement Section 2.11.4 and (ii) Site-specific segregated subaccounts of the Multistate Trust created pursuant to Paragraph 181, below. 7 ===== PDF PAGE 81 ===== [Extraction: embedded PDF text] “Single-State Administrative Account” shall mean an Administrative Account applicable to Environmental Response Trust Sites in only one state. “Site” shall mean any “Owned Site” or “Non-Owned Site,” as defined in the Environmental Settlement Agreement. “Trustee” shall mean the Trustee of an Environmental Response Trust. “Unfunded Critical Need” shall mean an Environmental Response Trust’s inability, because of insufficient funding in an Environmental Response Trust Site’s Environmental Cost Account or Work Account, (i) to control or mitigate (including through performance of operation and maintenance activities as part of such control or mitigation) ongoing human exposures or an imminent threat of human exposures to hazardous substances, hazardous wastes, pollutants, contaminants, including petroleum-based contaminants, of concern on or from the Site, at concentrations that exceed levels protective of human health under applicable criteria established by relevant government agencies, or (ii) to characterize the Site adequately to determine whether such exposures or imminent threat of exposures exists. “Unfunded Critical Need Amount” shall mean the reasonably estimated amount of additional funding that, if added to an Environmental Response Trust Site’s Environmental Cost Account or Work Account, would permit a Trustee to address what otherwise would be an Unfunded Critical Need. “Unfunded Critical Need Determination” for an Environmental Response Trust Site shall mean an Unfunded Critical Need Recommendation that has been concurred in by the Environmental Response Trust Beneficiaries for the Environmental Cost Account or Work Account for that Environmental Response Trust Site. “Unfunded Critical Need Recommendation” shall mean a written determination by the Trustee of an Environmental Response Trust that an Environmental Response Trust Site has an Unfunded Critical Need that would be addressed by a specified Unfunded Critical Need Amount. “Work Account” shall mean any of (i) the Multistate Trust Work Account for the Non-Owned Service Stations or (ii) the West Chicago Work Accounts, as those terms are defined in the Environmental Settlement Agreement, as amended. 8 ===== PDF PAGE 82 ===== [Extraction: embedded PDF text] 2. A new Section XXVII (containing new Paragraphs 176 through 189) is inserted into the Environmental Settlement Agreement, with the following text: XXVII. ALL ENVIRONMENTAL RESPONSE TRUSTS: CERTAIN TRANSFERS AND DISTRIBUTION OF PROCEEDS WITHIN AND AMONG THE TRUSTS 176. Identification of Account-Specific Surplus Funding in Environmental Cost Accounts and Work Accounts. (1) A Trustee shall make an Account-Specific Surplus Funding Recommendation regarding whether one or more of its Environmental Cost Accounts or Work Accounts contains Account- Specific Surplus Funding, and, if so, the amount of any such Account- Specific Surplus Funding, as soon as reasonably practicable after (i) all portions of the Environmental Response Trust Site or Environmental Response Trust Sites to which the account relates have a selected final remedy or a No Further Action Determination, or (ii) the Trustee receives a request for a recommendation from (a) an Environmental Response Trust Beneficiary for that account or (b) the United States. Notwithstanding the foregoing, however, a Trustee need not make more than one such Account- Specific Surplus Funding Recommendation for a particular Environmental Cost Account or Work Account in a twelve-month period, regardless of the number of requests for recommendation the Trustee may receive during that twelve-month period. A Trustee may, but is not required to, make an Account-Specific Surplus Funding Recommendation regarding Account- Specific Surplus Funding for a particular Environmental Cost Account or Work Account at any other time. (2) A Trustee making an Account-Specific Surplus Funding Recommendation under Paragraph 176(1) shall prepare a written memorandum for the Environmental Response Trust Beneficiaries for the Environmental Cost Account or Work Account being evaluated, explaining its recommendation regarding whether Account-Specific Surplus Funding should be found to exist in that account; the amount of any Account- Specific Surplus Funding; and the basis for the Trustee’s conclusions. If the Trustee lacks sufficient information to make such an Account-Specific Surplus Funding Recommendation—including because the extent of future Environmental Actions cannot be determined at that time—the memorandum shall describe the lack of information and state when the Trustee anticipates having sufficient information to make the recommendation. The Trustee’s Account-Specific Surplus Funding Recommendation shall be submitted to the Environmental Response Trust Beneficiaries for that Environmental Cost Account or Work Account. If the Environmental Response Trust Beneficiaries provide written concurrence in the recommendation, the Account-Specific Surplus Funding 9 ===== PDF PAGE 83 ===== [Extraction: embedded PDF text] Recommendation shall be an Account-Specific Surplus Funding Determination. Absent such written concurrence, an Account-Specific Surplus Funding Recommendation shall have no effect. (3) Notwithstanding Paragraphs 176(1) and 176(2), if all the Environmental Response Trust Beneficiaries for an Environmental Cost Account or Work Account confirm to the Trustee for that account in writing, after consultation with the Trustee, that all Environmental Actions including the costs of litigation that would qualify as an Environmental Action as that term is defined in the Environmental Settlement Agreement (if any), to be funded from that account have been completed, and all final costs have been disbursed, any remaining funds in such account shall be deemed Account- Specific Surplus Funding and shall be treated as if the Trustee had prepared an Account-Specific Surplus Funding Recommendation for such remaining funds, and the Environmental Response Trust Beneficiaries for the account had concurred in that recommendation. 177. Transfer of Account-Specific Surplus Funding from Environmental Cost Account or Work Account. Following an Account- Specific Surplus Funding Determination, pursuant to Paragraph 176, and after consulting with the Trustee and Environmental Response Trust Beneficiaries of each Environmental Response Trust, the United States shall instruct in writing that the relevant Trustee transfer such Account-Specific Surplus Funding in specified amounts, in the following priority: (1) Unfunded Critical Needs. First priority for transfers of Account- Specific Surplus Funding shall be to one or more Environmental Cost Accounts or Work Accounts for any Environmental Response Trust Site or Environmental Response Trust Sites in any Environmental Response Trust, to the extent that such funds are needed in those accounts to address an Unfunded Critical Need (in whole or part, up to the Unfunded Critical Need Amount) reflected in an Unfunded Critical Need Determination. (2) In-State Transfers. Second priority for transfers of Account- Specific Surplus Funding shall be to one or more Environmental Cost Accounts or Work Accounts, in any Environmental Response Trust, for Environmental Response Trust Sites in the same State if there are remaining Environmental Actions to be performed and a reasonably projected need for additional funding to perform them; or to one or more Administrative Accounts, in any Environmental Response Trust, applicable to Environmental Response Trust Sites in the same State, if there are remaining Administrative Costs to be expended and a reasonably projected need for additional funding to expend them, unless such State agrees to omit application of this Clause (2). 10 ===== PDF PAGE 84 ===== [Extraction: embedded PDF text] (3) Other Funding Deficits for Environmental Response Trusts. Third priority for transfers of Account-Specific Surplus Funding shall be to one or more Environmental Cost Accounts or Work Accounts, in any Environmental Response Trust, if there are remaining Environmental Actions to be performed and a reasonably projected need for additional funding; or to one or more Administrative Accounts, in any Environmental Response Trusts, if there is a need for additional Administrative Costs to be expended and a reasonably projected need for additional funding. (4) Non-Owned Sites that are Not Environmental Response Trust Sites. Fourth priority for transfers of Account-Specific Surplus Funding shall be to Non-Owned Sites (as defined by the Environmental Settlement Agreement) that are not Environmental Response Trust Sites and that have a need for additional funding beyond the distributions received pursuant to Paragraph 117 and from the Anadarko Litigation Proceeds. (5) Residual. Fifth priority for transfers of Account-Specific Surplus Funding shall be to the Superfund, to the extent that no Administrative Accounts, Environmental Cost Accounts, Work Accounts, or Owned Sites or Non-Owned Sites have a need for additional funding. For avoidance of doubt and for the purposes of Paragraph 177(1)-(5), an expectation that a Lead or Non-Lead Agency will perform or fund future Environmental Actions at a Site that otherwise would be performed or funded by the Environmental Response Trust if it had sufficient funds shall not be deemed to reduce what is otherwise an Unfunded Critical Need or a reasonably projected need for additional funding (as those terms are used in this Paragraph) unless the Lead or Non-Lead Agency’s future performance or funding is not subject to conditions, including agency discretion. 178. Return of Unfunded Critical Needs Funding. Funds transferred to an Environmental Cost Account or Work Account pursuant to Paragraph 177(1) shall only be expended to address Unfunded Critical Needs reflected in an Unfunded Critical Need Determination. If the Trustee and the applicable Environmental Response Trust Beneficiaries for the transferee account subsequently decide that such funds (or a portion of them) are not in fact needed to address Unfunded Critical Needs reflected in an Unfunded Critical Needs Determination, the amount of such funds not needed or expended shall be treated as if such funds were Account-Specific Surplus Funding in the account from which the funds originated and shall be transferred pursuant to Paragraph 177, including clauses (1) to (5) thereof. To the extent that funds had been transferred pursuant to Paragraph 11 ===== PDF PAGE 85 ===== [Extraction: embedded PDF text] 177(1) from Environmental Response Trust Sites in more than one State, any funds treated as Account-Specific Surplus Funding under this Paragraph shall be treated as having originated from each such State in proportion to the total amounts transferred to the Account pursuant to Paragraph 177(1) from Environmental Response Trust Sites in those States. 179. Distribution of Net Proceeds of Property Dispositions. The net proceeds of any sale, lease, or other disposition of all or part of an Owned Site or property thereon (excluding proceeds from Owned Service Stations, which shall be distributed pursuant to Multistate Trust Agreement Section 2.11.4 and Paragraph 180 of this Third Amendment) shall be distributed to the Environmental Cost Account for the Site and/or to the Administrative Account applicable to the Site (which may be an Administrative Account that is applicable not only to the Site but also to other Environmental Response Trust Sites), in a proportion directed in writing by the Lead Agency and (other than for Sites in Texas) Non-Lead Agency for the Site. For avoidance of doubt, after such distribution, some or all of the net proceeds may be further transferred to the extent authorized by Paragraphs 177, 184, 185, and 186, or other provisions of the Environmental Settlement Agreement (including the second sentence of Paragraph 13(a) thereof), as amended. To the extent that the Multistate Trustee has disposed of property prior to the Effective Date of the Third Amendment but has not yet distributed the proceeds of such disposition pursuant to Paragraph 20 of the Environmental Settlement Agreement as of the Effective Date of the Third Amendment, such distribution will be made thereafter pursuant to this Paragraph 179 rather than Paragraph 20. 180. Multistate Trust – Underfunded Service Station Sites. Environmental Response Trust Sites that are Owned Service Stations or Non-Owned Service Stations (as defined in the Environmental Settlement Agreement) are eligible to receive transfers of funds pursuant to this Third Amendment, on the same terms as other Environmental Response Trust Sites, taking into account funds available in any applicable Pooled Service Station Account or Segregated Service Station Subaccount. In the event of a transfer to such Environmental Response Trust Site, the Trustee of the Multistate Trust shall place such transferred funds in a Segregated Service Station Subaccount of the Environmental Cost Account for Owned Service Stations or the Work Account for Non-Owned Service Stations, as appropriate, dedicated solely to Environmental Actions at the applicable Site. If such a Segregated Service Station Subaccount does not yet exist, the Multistate Trustee shall create one for this purpose. 181. Multistate Trust – Segregated Service Station Subaccounts; Surplus Funding. Each Segregated Service Station Subaccount shall be treated as a separate Environmental Cost Account or Work Account for the purpose of Paragraphs 176, 177, and 186 and, in the case of Sites in Texas, 12 ===== PDF PAGE 86 ===== [Extraction: embedded PDF text] the second sentence of Paragraph 13(a) in the Environmental Settlement Agreement. If an Account-Specific Surplus Funding Determination pursuant to Paragraph 176 determines that a Segregated Service Station Subaccount has Account-Specific Surplus Funding, a State to which a Segregated Service Station Subaccount applies (if any) and the United States may, in the alternative, with the concurrence of the Trustee for the Multistate Trust, jointly direct that such Account-Specific Surplus Funding be transferred to the Pooled Service Station Account to which the Segregated Service Station Subaccount relates if the Pooled Service Station Account needs additional funding for Environmental Actions. 182. Multistate Trust – Doe Run Interim Administrative Account. The Trustee of the Multistate Trust may, in its discretion, determine that some or all of the lease proceeds related to mineral rights associated with property located in Missouri and maintained by the Trustee in the Doe Run Interim Administrative Account should be transferred pursuant to Paragraph 177, without a finding of Account-Specific Surplus Funding. 183. Environmental Response Trust Sites in Non-Party States. Notwithstanding anything to the contrary in Paragraphs 176 to 182, the transfers of funds described in such Paragraphs do not require the agreement or approval of, concurrence or instruction by, or consultation with a Non- Party State. However, where a Trustee is aware that a Non-Party State has been involved in overseeing Environmental Actions at an Environmental Response Trust Site in that Non-Party State, the Trustee will use reasonable efforts to consult with the Non-Party State regarding any transfers of funds that the Trustee believes may substantially impact the applicable Site(s). 184. Cimarron Site Environmental Cost Accounts. Notwithstanding Paragraphs 176 and 177 or anything to the contrary in the Environmental Settlement Agreement, NRC and the State of Oklahoma may jointly in writing direct that funding be transferred between the Cimarron Trust Federal Environmental Cost Account and the Cimarron Trust State Environmental Cost Account. 185. West Chicago Trust. Notwithstanding anything to the contrary in Paragraph 177 or 186 of the Environmental Settlement Agreement or Paragraph 3 of the Third Amendment, all transfers from a West Chicago Trust Administrative Account, Environmental Cost Account or Work Account will be made (a) first to the transferee and in the priority provided by Section 2.4.4(i) through (v) of the West Chicago Trust Agreement, and then (b) as otherwise provided by Paragraph 177(1)-(5) or 186(a) of the Environmental Settlement Agreement or Paragraph 3 of the Third Amendment. 13 ===== PDF PAGE 87 ===== [Extraction: embedded PDF text] 186. Other In-State Transfers. (a) In General. Notwithstanding Paragraphs 176 and 177 or anything to the contrary in the Third Amendment or the Environmental Settlement Agreement (other than the second sentence of Paragraph 13(a) of the Environmental Settlement Agreement related to Environmental Response Trust Sites in Texas and Paragraph185 regarding the West Chicago Trust, and Paragraph 186(b)-(c) below regarding the Nevada Trust and the Environmental Response Trusts’ Administrative Accounts), the Environmental Response Trust Beneficiaries for an Environmental Cost Account, Work Account (other than a Pooled Service Station Account), or a Single-State Administrative Account, after consultation with the Trustee for the account, may jointly direct, in writing (which may be by email) that the Trustee transfer funds from that Environmental Cost Account, Work Account, or Single-State Administrative Account to one or more other Environmental Cost Accounts or Work Accounts with insufficient funding, in any Environmental Response Trust, for another Environmental Response Trust Site located in the same State or to an Administrative Account with insufficient funding applicable to an Environmental Response Trust Site in the same State; provided that (i) if the Administrative Account applies to sites in more than one State, a segregated subaccount within that Administrative Account will be created to receive such funds and such funds may only be used for Administrative Costs related to an Environmental Response Trust Site in such State; (ii) any funds ultimately unneeded for the transferee Site, will be returned to the transferor account. For avoidance of doubt, any transfer pursuant to this Paragraph 186(a) does not require a finding that transferred funds are Account-Specific Surplus Funding, except as provided in Paragraph 186(b) with respect to the Nevada Trust. (b) Additional Provisions as to Nevada Trust. Notwithstanding anything to the contrary in Paragraph 186(a), funds may only be transferred out of the Nevada Trust Environmental Cost Account pursuant to Paragraph 186(a) if those funds constitute Account-Specific Surplus Funding determined as provided in Paragraph 176. Further, notwithstanding anything to the contrary in Paragraphs 176 and 177, to the extent that an Account-Specific Surplus Funding Determination is made as to the Nevada Trust Environmental Cost Account, distribution of such Account-Specific Surplus Funding as provided in Paragraph 177 shall occur only if EPA and the Nevada Division of Environmental Protection have reached an agreement on the portion of such funds to be transferred pursuant to Paragraph 186(a) and the portion to be transferred pursuant to Paragraph 177; provided, however, that if the Trustee for the Multistate Trust determines that some or all of the Account-Specific Surplus Funding is not needed for reasonably anticipated costs of Environmental Actions at the Caselton site, distribution of such funds not needed for the Caselton site 14 ===== PDF PAGE 88 ===== [Extraction: embedded PDF text] shall occur as provided in Paragraph 177 notwithstanding whether EPA and the Nevada Division of Environmental Protection have reached such an agreement. (c) Additional Provision as to Administrative Accounts. A Trustee may decline to transfer funds from an Administrative Account pursuant to Paragraph 186(a) if such transfer would leave insufficient funding in the Administrative Account to pay reasonably projected Administrative Costs of that Environmental Response Trust in the future. 187. Transfers from Multistate Trust Environmental Cost Accounts to Multistate Trust Administrative Account. If there is an anticipated shortfall in the Multistate Trust Administrative Account based on anticipated future Administrative Costs of the Multistate Trust, the Lead Agency and the Non-Lead Agency for a Multistate Trust Environmental Cost Account may instruct in writing after consultation with the Multistate Trustee that funds from such Multistate Trust Environmental Cost Account be transferred to the Multistate Trust Administrative Account. 188. Brunswick Site Special Trust Account. (1) The Brunswick Site Special Trust Account shall be created within the Multistate Trust to fund reimbursement of the costs of Environmental Actions incurred by or on behalf of the Lead Agency at the Brunswick Site after the Effective Date of the Third Amendment, pursuant to the procedure prescribed in Paragraph 12(b) of the Environmental Settlement Agreement; provided, however, that the requirement of a budget contained in Paragraph 12(a) and (b)(i) shall not apply but the Multistate Trustee shall nonetheless provide to the Lead Agency at the Brunswick Site a statement showing the balance of the Brunswick Site Special Trust Account by January 1 of each year following the Effective Date of the Third Amendment; and provided, further, that reimbursements under this Paragraph 188 shall not include reimbursement of oversight costs other than costs billed to the Lead Agency by third parties with respect to the Brunswick Site, and the Multistate Trust shall not be responsible for any such oversight costs. (2) The Brunswick Site Special Trust Account shall be a “Multistate Trust Account,” funding contained in the Brunswick Site Special Trust Account shall be a “Multistate Trust Asset,” and the Brunswick Site Special Trust Account shall be treated as if it were a Work Account, all as defined in the Environmental Settlement Agreement and Multistate Trust Agreement, except as provided in this Paragraph 188(2). The following provisions shall not apply to the Brunswick Site Special Trust Account or funding contained therein: Environmental Settlement Agreement Paragraphs 12(c), 13(a)-(c), 13(d) (second sentence), 40, 57, 70, 82, and 107; Multistate Trust Agreement Sections 2.4.4, 2.4.5 (second sentence), 15 ===== PDF PAGE 89 ===== [Extraction: embedded PDF text] and 3.2.6 (first and second sentence); Cimarron Trust Agreement Sections 2.4.4, 2.4.5, and 3.5; Nevada Trust Agreement Sections 2.1.2.3, 2.4.3, and 2.4.4; Savannah Trust Agreement Sections 2.5.3, 2.5.4, and 3.5; and West Chicago Trust Agreement Sections 2.4.3.4, 2.4.4, and 2.4.5. Environmental Settlement Agreement Paragraph 22 and Multistate Trust Agreement Sections 3.2.4, 3.3, 4.2, 4.7, 4.9.1, and 4.9.3 shall apply to the Brunswick Site Special Trust Account as if it were a Multistate Trust Environmental Cost Account. The Brunswick Site shall be one of the “certain Non-Owned Sites” referred to in the definition of Environmental Actions in the Environmental Settlement Agreement notwithstanding that the Multistate Trust will not be performing environmental activities directly. Notwithstanding anything to the contrary in this Third Amendment or the Environmental Settlement Agreement, the Brunswick Site shall not be eligible for additional funding under Paragraph 177 or 186 or any other provision of the Environmental Settlement Agreement or Third Amendment. (3) Notwithstanding anything to the contrary in the Environmental Settlement Agreement, the Georgia Environmental Protection Division shall be the Lead Agency for the Brunswick Site, and the U.S. EPA shall be the Non-Lead Agency for the Brunswick Site. Funding in the Brunswick Site Special Trust Account shall not be used for any purpose other than as expressly specified in Subparagraph 188(1) and Paragraph 6 of this Third Amendment; provided, however, that the provisions of Paragraphs 176 regarding surplus funding shall apply to the Brunswick Site Special Trust Account and in the event that Account-Specific Surplus Funding is found under Paragraph 176, the provisions of Paragraph 177 shall apply to such surplus funding; provided further and notwithstanding anything to the contrary in the Environmental Settlement Agreement, funding in the Brunswick Site Special Trust Account shall not be used to fund any Administrative Costs of the Multistate Trust and the Georgia Environmental Protection Division shall not be responsible for any such administrative costs on account of the Brunswick Site. 189. Reporting. At least once per calendar year, each Trustee will report to its Environmental Response Trust Beneficiaries the amount of each transfer pursuant to Paragraphs 176-182 and Paragraphs 186-187 to or from a Site in that Environmental Response Trust during the preceding calendar year. 3. Modification of Certain Provisions Regarding Administrative Accounts. Environmental Settlement Agreement Paragraphs 13(d) (for the Multistate Trust), 40(b) (for the Savannah Trust), 57(c) (for the Cimarron Trust), 82(b) (for the 16 ===== PDF PAGE 90 ===== [Extraction: embedded PDF text] Nevada Trust), and 107(f) (for the West Chicago Trust) continue to apply, including with respect to transfers from Administrative Accounts, except that in each case the clause immediately following “to the extent there are no such remaining actions,” shall be replaced by “as provided by Paragraph 177, including clauses (1) to (5) thereof.” For avoidance of doubt, the term “conservatively projected surplus” as used in Environmental Settlement Agreement Paragraphs 13(d), 40(b), 57(c), 82(b), and 107(f) requires consideration of reasonably projected litigation costs that would qualify as “Administrative Costs,” as that term is defined in the Environmental Settlement Agreement. As relates to the Nevada Trust, the term “conservatively projected surplus” shall also take into account a reservation of funds from the Administrative Account to preserve and maintain property still held by the Nevada Trust as described in clause (a)(i) of Paragraph 82 of the Environmental Settlement Agreement. 4. Additional Conforming Changes. The following provisions of the Environmental Settlement Agreement are superseded by Paragraphs 176-189 of the Third Amendment: a. Multistate Trust Provisions: The first sentence of Paragraph 13(a),3 Paragraph 13(b), Paragraph 13(c), Paragraph 20, and the second sentence of Paragraph 21. b. Savannah Trust Provisions: Paragraph 40(a) and the third sentence of Paragraph 45. c. Cimarron Trust Provisions: Paragraph 57(a), Paragraph 57(b), and the second sentence of Paragraph 62. d. Nevada Trust Provisions: Paragraph 82(a) (except for the clause beginning “provided, however,” which shall apply as a limitation on transfers from the Nevada Trust, and 3 For the avoidance of doubt, nothing in this Third Amendment modifies or affects the second sentence of Paragraph 13(a), relating to Multistate Trust sites in Texas, and that second sentence remains in effect. 17 ===== PDF PAGE 91 ===== [Extraction: embedded PDF text] except to the extent provided by Paragraph 3 of this Third Amendment), and the third sentence of Paragraph 87. e. West Chicago Trust Provisions: Paragraph 107(e) and the second sentence of Paragraph 112. 5. Memorializing Specific Transfers of Account-Specific Surplus Funding. Consistent with (i) Unfunded Critical Need Recommendations concurred in by the United States and by the applicable Lead Agency and Non-Lead Agency through their entry into this Third Amendment, (ii) an Account-Specific Surplus Funding Recommendation for the Savannah Trust’s Environmental Cost Account concurred in by the applicable Lead Agency and Non-Lead Agency through their entry into this Third Amendment, in consultation with the Trustee and Environmental Response Trust Beneficiaries of each Environmental Response Trust, (iii) an estimate of conservatively projected surplus funding in the Savannah Trust’s Administrative Account, pursuant to Paragraph 40(b) of the Settlement Agreement, as modified by Paragraph 3 of this Third Amendment, for transfers from the Savannah Trust’s Administrative Account, and (iv) Paragraph 182, for transfers from the Multistate Trust’s Doe Run Interim Administrative Account, the relevant Trustees shall make the following transfers of funds among accounts: a. $2,600,000 shall be transferred from the Savannah Trust Administrative Account and $4,400,000 shall be transferred from the Savannah Trust Environment Cost Account to the Multistate Trust Environmental Cost Account for the Sauget Site. b. $15,100,000 shall be transferred from the Savannah Trust Administrative Account and $14,650,000 shall be transferred from the Savannah Trust 18 ===== PDF PAGE 92 ===== [Extraction: embedded PDF text] Environmental Cost Account to the Multistate Environmental Response Trust Cost Account for the Madison Site. c. $27,700,000 shall be transferred from the Savannah Trust Environmental Cost Account, $1,900,000 shall be transferred from the Savannah Trust Administrative Account, and $2,350,000 shall be transferred from the Multistate Trust’s Doe Run Interim Administrative Account to the Multistate Environmental Cost Account for the Springfield Site. d. $900,000 shall be transferred from the Savannah Trust Environmental Cost Account to the Multistate Environmental Cost Account for the Indianapolis Site. e. $1,100,000 shall be transferred from the Savannah Trust Environmental Cost Account to the Multistate Trust Environmental Cost Account for the Rushville Site. 6. Transfers of Brunswick Site Special Trust Account Funding to Brunswick Site Special Trust Account. The Savannah Trust shall transfer the Brunswick Site Special Trust Account Funding to the Brunswick Site Special Trust Account, from Account-Specific Surplus Funding held by the Savannah Trust in its Environmental Cost Account, to fund Environmental Actions consistent with the Environmental Settlement Agreement, as amended. Georgia agrees that the Brunswick Site Special Trust Account and the Brunswick Site shall not receive (i) additional funds on account of Georgia’s substantial contribution; (ii) additional funds from the Savannah Trust; or (iii) additional funds under the Environmental Settlement Agreement, as amended. 19 ===== PDF PAGE 93 ===== [Extraction: embedded PDF text] 7. Additional Amendments. a. Approvals, Concurrences and Statements of No Objection. All provisions of the Environmental Settlement Agreement or Environmental Response Trust Agreements that require the “approval” or “concurrence” of an Environmental Response Trust Beneficiary or Lead or Non-Lead Agency before a Trustee can take action shall be satisfied either (1) by the Environmental Response Trust Beneficiary, Lead Agency, or Non-Lead Agency’s express written approval or concurrence or (2) by its express written statement that it has no objections. Written approvals, concurrences, or statements of no objection may be in the form of e-mails. For avoidance of doubt, this Paragraph does not apply to any approval required to amend the Environmental Settlement Agreement or an Environmental Response Trust Agreement. b. Contractor, Consultant, and Subcontractor Insurance. All provisions of the Environmental Settlement Agreement or Environmental Response Trust Agreements that require a Trustee to obtain insurance from a consultant or contractor shall apply only to a direct contractor or consultant of the Environmental Response Trust, and not to subcontractors of such contractor or consultant. Further, such insurance requirements may be modified or waived with respect to a specific contractor or Site by written agreement (which may be in the form of email) of the Lead Agency and Non-Lead Agencies for the Site. Although not required, Trustees may, in their discretion, require insurance from subcontractors on the same or similar terms. Moreover, Trustees may, in their discretion, permit a contractor or consultant to satisfy its insurance requirements by requiring its subcontractors to carry satisfactory insurance. 20 ===== PDF PAGE 94 ===== [Extraction: embedded PDF text] c. De Minimis Property. Notwithstanding any other provision of the Environmental Settlement Agreement or an Environmental Response Trust Agreement (and subject to the last sentence of this Paragraph 7(c)), a Trustee may dispose of some or all of the property at or related to an Owned Site (by sale or otherwise) without Environmental Response Trust Beneficiary or Lead or Non-Lead Agency approval or concurrence, where the Trustee concludes it is prudent to do so, if (1) the property is not real property; (2) the property is real property and the Trustee after due consideration concludes that the property (a) does not contain hazardous substances, hazardous waste, pollutants, contaminants, including petroleum-based contaminants, of concern that exceed relevant state-specific action levels and (b) is worth no more than $10,000; or (3) the property is real property at an Owned Service Station Site (as defined in the Environmental Settlement Agreement) and (a)(i) the Trustee after due consideration concludes that the property does not contain hazardous substances, hazardous waste, pollutants, contaminants, including petroleum-based contaminants, of concern that exceed relevant state- specific action levels or (ii) the relevant regulatory agency has issued a No Further Action Determination for the property; (b) the Trustee after due consideration concludes that the property is worth no more than $75,000; and (c) the Trustee after due consideration concludes that the Environmental Response Trust is receiving fair value for the property. The Trustee shall annually report all such dispositions, including the justification for invoking this Paragraph, to its Environmental Response Trust Beneficiaries. Any Environmental Response Trust Beneficiary may notify a Trustee in writing (including by e-mail) that it chooses to opt out of this Paragraph 7(c) as to property dispositions for which that Environmental Response Trust Beneficiary would have had a right of approval absent Paragraph 7(c), and in such cases Paragraph 7(c) shall not apply. d. Cimarron Trust NRC Order. Paragraph 56(c)(i) of the Environmental Settlement Agreement is amended to substitute the words “absent 21 ===== PDF PAGE 95 ===== [Extraction: embedded PDF text] approval by NRC, as Lead Agency, of the continuation of the remediation work” for the words “until further order of NRC.” e. Notification and Approval of Contractors. If an Environmental Response Trust Beneficiary (including a Lead Agency or Non-Lead Agency) advises the Trustee in writing, including by e-mail, that it chooses not to review for approval, or not to receive notifications regarding, the proposed retentions of contractors or consultants (or categories of contractors or consultants) by the Trustee, any requirement under the Environmental Settlement Agreement or applicable Environmental Response Trust Agreement that the Trustee obtain such approval or provide such notifications will be inapplicable. The Environmental Response Trust Beneficiary may at any time revoke its notification under this Paragraph, in which case any notification or approval obligations of the Trustee will resume. 8. Amendment to Trust Agreements. a. Any provisions in the Environmental Response Trust Agreements inconsistent with the provisions of this Third Amendment are superseded by the Third Amendment. b. The Beneficiaries and Settlors of each Environmental Response Trust, as defined in each such Environmental Response Trust Agreement, its Trustee, and the Trustees of the other Environmental Response Trusts, agree that to the extent the terms of this Third Amendment amend or alter provisions or terms of such Environmental Response Trust, this Third Amendment modifies each such Trust accordingly. 22 ===== PDF PAGE 96 ===== [Extraction: embedded PDF text] c. As to each Environmental Response Trust, the Beneficiaries and Settlors of that Environmental Response Trust (as defined in its Environmental Response Trust Agreement), and the Trustees of the other Environmental Response Trusts consent to and ratify each Trustee’s amending of its Environmental Response Trust as contained in this Third Amendment; consent to each Trustee’s carrying out the terms and conditions of this Third Amendment; and covenant not to sue each Trustee for entering into this Third Amendment. 9. Nevada Trust; Colorado River Authorities. The Trustee of the Nevada Trust agrees that “material developments” within the meaning of Section 2.1.8(a) of the Nevada Environmental Response Trust Agreement (“Nevada Trust Agreement”) shall include (in addition to its meaning prior to this Third Amendment) (i) the occurrence of an event requiring an Account-Specific Surplus Funding Recommendation under Paragraph 176(1) and (ii) written confirmation by the Environmental Response Trust Beneficiaries under Paragraph 176(3). 10. The Trustee of the Nevada Trust further agrees that “other documents” within the meaning of Section 2.1.8(b) of the Nevada Trust Agreement shall include (in addition to its meaning prior to this Third Amendment) (i) the written memorandum referred to in Paragraph 176(2), (ii) the written confirmation from the Environmental Response Trust Beneficiaries to the Trustee of the Nevada Trust referred to in Paragraph 176(3), (iii) the written instruction by the United States to the Trustee of the Nevada Trust referred to in Paragraph 177, and (iv) reporting by the Nevada Trust under Paragraph 189. Nothing in this Third Amendment is intended to modify Section 2.1.8 of 23 ===== PDF PAGE 97 ===== [Extraction: embedded PDF text] the Nevada Trust Agreement other than as expressly provided in Paragraph 9 and this Paragraph 10. 11. Other Sites Account. Nothing in this Third Amendment affects the last sentence of Paragraph 126(c) of the Environmental Settlement Agreement, regarding distribution of remaining funds in the “Other Sites Account,” as that term is defined in the Environmental Settlement Agreement. 12. Miscellaneous Provisions. Other than as expressly set forth herein, nothing in this Third Amendment is intended to modify any provision of the Environmental Settlement Agreement or any Environmental Response Trust Agreement. All other provisions of the Environmental Settlement Agreement and Environmental Response Trust Agreements are unchanged. Other than as expressly provided herein, nothing in this Third Amendment shall be construed to confer or establish, as a result of this Third Amendment, additional rights or interests upon any party under the Environmental Settlement Agreement or any Environmental Response Trust. 13. Nothing in this Third Amendment affects the Cimarron Standby Trust Fund described in Paragraph 55(e) of the Environmental Settlement Agreement. Transfers from the Cimarron Standby Trust Fund will continue to be governed by Paragraph 55(e)(ii) and the Standby Trust Agreement. 14. Each signatory certifies that he or she is authorized to enter into the terms and conditions of this Third Amendment and to execute and bind legally such party to this document. 24 ===== PDF PAGE 98 ===== [Extraction: embedded PDF text] 15. This Third Amendment may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same agreement. 16. This Third Amendment will be effective as of the date a motion to enter the Third Amendment is granted by the Court (the “Effective Date of the Third Amendment”). The parties agree that if the Court, for any reason, does not grant the motion to enter the Third Amendment, this Third Amendment shall not be effective. 25 ===== PDF PAGE 99 ===== [Extraction: embedded PDF text] THE UNDERSIGNED PARTIES ENTER INTO THIS THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE UNITED STATES OF AMERICA Date: ___________________ JAMES M. MCDONALD United States Attorney for the Southern District of New York By: _______________________________ ROBERT WILLIAM YALEN Assistant United States Attorney 86 Chambers Street New York, New York 10007 Tel: (212) 637-2722 Fax: (212) 637-2686 26 ===== PDF PAGE 100 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY Date: By: JEFFREY A. HALL Assistant Administrator for Enforcement and Compliance Assurance U.S. Environmental Protection Agency 27 ===== PDF PAGE 101 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE NAVAJO NATION Date: ____________________ By: __________________________________ 28 ===== PDF PAGE 102 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF ALABAMA Date: ____________________ By: __________________________________ 29 ===== PDF PAGE 103 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Date: ____________________ By: __________________________________ 30 ===== PDF PAGE 104 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF GEORGIA Date: ____________________ By: __________________________________ 31 ===== PDF PAGE 105 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF IDAHO Date: ____________________ By: __________________________________ 32 ===== PDF PAGE 106 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF ILLINOIS Date: ____________________ By: __________________________________ 33 ===== PDF PAGE 107 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF INDIANA Date: ____________________ By: __________________________________ 34 ===== PDF PAGE 108 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF IOWA Date: ____________________ By: __________________________________ 35 ===== PDF PAGE 109 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF KANSAS Date: ____________________ By: __________________________________ 36 ===== PDF PAGE 110 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF LOUISIANA Date: ____________________ By: __________________________________ 37 ===== PDF PAGE 111 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE MASSACHUSETTS DEPARTMENT OF ENVIRONMENTAL PROTECTION Date: ____________________ By: __________________________________ 38 ===== PDF PAGE 112 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF MISSISSIPPI Date: ____________________ By: __________________________________ 39 ===== PDF PAGE 113 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF MISSOURI Date: ____________________ By: __________________________________ 40 ===== PDF PAGE 114 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF NEVADA Date: ____________________ By: __________________________________ 41 ===== PDF PAGE 115 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF NEW JERSEY Date: ____________________ By: __________________________________ 42 ===== PDF PAGE 116 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF NEW YORK Date: ____________________ By: __________________________________ 43 ===== PDF PAGE 117 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF NORTH CAROLINA Date: ____________________ By: __________________________________ 44 ===== PDF PAGE 118 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF OHIO Date: ____________________ By: __________________________________ 45 ===== PDF PAGE 119 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF OKLAHOMA Date: ____________________ By: __________________________________ 46 ===== PDF PAGE 120 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF ENVIRONMENTAL PROTECTION Date: ____________________ By: __________________________________ 47 ===== PDF PAGE 121 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF TENNESSEE Date: ____________________ By: __________________________________ 48 ===== PDF PAGE 122 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF TEXAS Date: ____________________ By: __________________________________ 49 ===== PDF PAGE 123 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF TEXAS NATURAL RESOURCE DAMAGE TRUSTEES Date: ____________________ By: __________________________________ 50 ===== PDF PAGE 124 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE STATE OF WISCONSIN Date: ____________________ By: __________________________________ 51 ===== PDF PAGE 125 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE CITY OF WARRENVILLE, ILLINOIS Date: ____________________ By: __________________________________ 52 ===== PDF PAGE 126 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE CITY OF WEST CHICAGO, ILLINOIS Date: ____________________ By: __________________________________ 53 ===== PDF PAGE 127 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE FOREST PRESERVE DISTRICT OF DUPAGE COUNTY, ILLINOIS Date: ____________________ By: __________________________________ 54 ===== PDF PAGE 128 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE COUNTY OF DUPAGE, ILLINOIS Date: ____________________ By: __________________________________ 55 ===== PDF PAGE 129 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE CITY OF CHICAGO, ILLINOIS Date: ____________________ By: __________________________________ 56 ===== PDF PAGE 130 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE CHICAGO PARK DISTRICT, ILLINOIS Date: ____________________ By: __________________________________ 57 ===== PDF PAGE 131 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE MULTISTATE TRUSTEE Date: ____________________ By: __________________________________ Greenfield Environmental Multistate Trust LLC Not Individually But Solely In Its Representative Capacity As Trustee for the Multistate Trust By: Greenfield Environmental Trust Group, Inc., Member By: Cynthia Brooks, President 58 ===== PDF PAGE 132 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE SAVANNAH TRUSTEE Date: ____________________ By: __________________________________ Greenfield Environmental Savannah Trust LLC Not Individually But Solely In Its Representative Capacity As Trustee for the Savannah Trust By: Greenfield Environmental Trust Group, Inc., Member By: Cynthia Brooks, President 59 ===== PDF PAGE 133 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE WEST CHICAGO TRUSTEE WESTON SOLUTIONS, INC., NOT INDIVIDUALY BUT SOLELY IN ITS REPRESENTATIVE CAPACITY AS TRUSTEE OF THE WEST CHICAGO ENVIRONMENTAL RESPONSE TRUST Date: ____________________ By: __________________________________ 60 ===== PDF PAGE 134 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE CIMARRON TRUSTEE The Cimarron Custodial Trustee By and through Environmental Properties Management, LLC, not individually but solely in the representative capacity as Trustee of the Cimarron Environmental Response Trust Date: ____________________ By: __________________________________ 61 ===== PDF PAGE 135 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) FOR THE NEVADA TRUSTEE The Henderson Trustee By and through Le Petomane XXVII, Inc., not individually but solely in the representative capacity as Trustee of the Henderson Environmental Response Trust Date: By: Andrew Steinberg, not individually but solely in the representative capacity as President of the Trustee of the Henderson Environmental Response Trust 62 ===== PDF PAGE 136 ===== [Extraction: embedded PDF text] THIRD AMENDMENT TO THE ENVIRONMENTAL SETTLEMENT AGREEMENT in In re Tronox Inc., 09-10156 (MEW) [SIGNATURE BLOCK FOR REORGANIZED TRONOX, as Settlor of the Environmental Response Trusts] 63 ===== PDF PAGE 137 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 219 of 500 THE UNDERSIGNED PARTIES ENTER INTO THIS SETTLEMENT AGREEMENT FOR THE UNITED STA';I'ES OF AMERICA ~. • Date: [I /s;,, /10 / t ~HER,e-;,,----....::_: Acting Assistant Attorney General Environment and Natural Resources Division U.S. Department of Justice Washington, D.C. 20044 - PREETBHARARA Date: __,,_._U-t-=}~--"--l.f,-'---"}( o=--.· United States Attorney for the Southern District of New York 1/J;Jct)L__~,< By: ROBERTWILLIAMY~ TOMOKOONOZAWA JOSEPH A. PANTOJA . Assistant United -States Attorneys 86 Chambers Street New York, New York 10007 Tel: (212) 637-2722 Fax: (212) 637-2686 T<.v1e.r-b\)M /1(."j • Date: \} }J-:>../ I() AlOJ\ ~. .ALAN S. TENENBAUM . National Bankruptcy Coordinator . •Environment and Natural Resources Division U.S. Department of Justice gton, .C.20044 ( . . Date: 11 10 } , 0 • I FREDERI <. PillLLIPS, Attorney Jl Environment and Natural Resources Division U.S. Department of Justice Washington, D.C. 20044 PAGE215 ===== PDF PAGE 138 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 220 of 500 FOR THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY I Al}. l __ ___ _ Date: ____l( /ci By: -~-'-4'-'~--....c-l/--=-{X{kJ---- fro 1 1 CYNTij.' A GILES Assistaht dministrator for Enforcement and\ ompliance Assurance U.S. Environmental Protection Agency Date: / ( /ti/to ----+-,-,~---- By:~ cRAIGKAFMAN Attorney-Advisor U.S. Environmental Protection Agency Ariel Rios Building 1200 Pennsylvania Avenue, NW Washington, DC 20460 In re: Tronox, Inc., et al., Case No. 09-10156 (ALG) PAGE 216 ===== PDF PAGE 139 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 221 of 500 FOR TRONOX LUXEMBOURG S.ar.L Date: € bee Zao By: ZL A ~~ Michael J, Fost Attorney-in-Fact FOR TRONOX INCORPORATED © Date: € XY mw taco »: LAT Te Michael J. Foster Vice President, General Counsel & Secretary FOR CIMARRON CORPORATION Date: ‘< Naw Zaco Michael J. Foster Director, Vice President & Secretary FOR SOUTHWESTERN REFINING COMPANY, INC. Date: & Nw Zar By: Z—O- At — Michael J. Foster ( Director, Vice President & Secretary FOR TRANSWORLD DRILLING COMPANY Date: ‘?¢ NWN Zao py. Lee ee Michael J. Foster Director, Vice President & Secretary PAGE 217 ===== PDF PAGE 140 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 222 of 500 FOR TRIANGLE REFINERIES, INC. Date: is haw Zoro By: Lf S ae Michael J. Foste Director, Vice President & Secretary FOR TRIPLE S, INC. Date: g Abyv 210 py. Fe] Michael J. Foster Director, Vice President & Secretary FOR TRIPLE S ENVIRONMENTAL MANAGEMENT CORPORATION Date: 6 N WwW Za 0 me ZO LI Michael J. Foster Director, Vice President & Secretary FOR TRIPLE S MINERALS RESOURCES CORPORATION Date: x N WV 2470 py, LEFL Ke Michael J. Foster Director, Vice President & Secretary FOR TRIPLE S REFINING CORPORATION Date: & N IN ZALY By: Sf f Michael J. Foster Director, Vice President & Secretary PAGE 218 ===== PDF PAGE 141 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement FOR TRONOX LLC Date: ‘¢ N SV Za ~) By: ZR -4 — Michael J. Foster Manager, Vice President & Secretary FOR TRONOX FINAN CE CORP. Date: sv 2aro SS Michael J. Foster Director, Vice President & Secretary FOR TRONOX HOLDINGS, INC. Date: K Nw Zo By: T* ff Michael J. Foster! Director Vice President & Secretary FOR TRONOX PIGMENTS (SAVANNAH) INC. Date: & N w Zam 2) By: VL A — Michael J. Foster” Director, Vice President & Secretary FOR TRONOX WORLDWIDE LLC Date: g N M 2010 py. Ger f nH Michael J. Foster / Manager, Vice President & Secretary PAGE 219 Pg 223 of 500 ===== PDF PAGE 142 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 224 of 500 FOR THE NAVAJO NATION ou s Denetsosie, Attome General NAVAJO NATION DEPARTMENT OF JUSTICE P.O. Box 2010 Window Rock, AZ 86515 In re: Tronox, Inc., et al., Case No. 09-10156 (ALG) PAGE220 ===== PDF PAGE 143 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 225 of 500 FOR THE STATE OF ALABAMA TROY KING Attorney General State of Alabama By: Date: Novermber 17, 2010 H081) Assist eral By: ~ Tt.'f Date: Novermber 17, 2010 Antoinette Jones (J 018) Assistant Attorney General PAGE 221 ===== PDF PAGE 144 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 226 of 500 FOR THE FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION By its ~ttorney, JONA THAN H. ALDEN, SENIOR ASST. GENL. COUNSEL Date: 11/2212010 By: Isl Jonathan H Alden Jonathan H. Alden Senior Assistant General Counsel Florida Department of Environmental Protection 3900 Commonwealth Blvd., MS 35 Tallahassee, FL 32399-3000 (850) 245-2238 jonathan.alden@dep.state.fl.us PAGE222 ===== PDF PAGE 145 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 227 of 500 ‘FOR THE STATE OF GEORGIA Date: iyJ15 ]2oto TM bom Georgia Environmental Protection Division PAGE 223 ===== PDF PAGE 146 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 228 of 500 PAGE224 ===== PDF PAGE 147 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 229 of 500 FOR THE STATE OF ILLINOIS PEOPLE OF THE STATE OF ILLINOIS ex rel. LISA MADIGAN Attorney General of the State of Illinois MATTHEW J. DUNN, Chief Environmental Enforcement As tos L tigation Divisio ~ ~~ A::rj:! THOMAS DA VIS, Chief • • ' ' Assi ant Attorney General Assistant Attorney General Environmental Bureau North Environment I Bureau South DATE: ,\ \ \ 1>7 l 0 • \ ILLINOIS ENVIRONMENT AL ILLINOIS DEPARTMENT OF PROTECTION AGENCY NATURAL RESOURCES DOUGLAS P. SCOTT, Director MARC MILLER, Director I1Iinois Environmental Protection Agency Illinois Department of Natural Resources ) BY:·~ Chief Legal Counsel Chief Legal Counsel !Uez DATE: lt \ \"2..... \ \O DATE: • 11/I I ILLINOIS EMERGENCY MANAGEMENT AGENCY JOSEPH KLINGER, Interim Director Illinois Emergency Management Agency DATE: _·_11_/,_o--l-/-'--"1 7 7 o;,___ _ _ _ PAGE225 ===== PDF PAGE 148 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 230 of 500 Indiana's Signature Page for "CONSENT DECREE AND ENVIRONMENT AL SETTLEMENT AGREEMENT" in the case of Tronox Incorp., US Brc Ct. SD NY Case No. 09-10156 (ALG) Indiana Department of Gregory F. Zoeller, Environmental Management Attorney General of Indiana Atty. No. 195: 8 0 1/l'---- Erdmann Chief Counsel for Litigation Atty. No. 176 Ind. Dept. of Enviromnental Mgmt By: -L..t.~~~-=Z,.L_.,,.p 100 North Senate Avenue imothy J. Junk MC 50-01, ICGN 1301 Dep. Atty. G~ Indianapolis, IN 46204 Atty. No. 5587-02 Office of the Attorney General Indiana Government Center South, 5th Floor 302 West Washington Street Indianapolis, IN 46204 PAGE226 ===== PDF PAGE 149 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 231 of 500 FOR THE STATE OF IOWA DATE: /'JoiJ. f 2., 2-Dt-0 BY: W~2-~vv Wayn~~man Division Administrator Iowa Department of Natural Resources PAGE227 ===== PDF PAGE 150 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 232 of 500 FOR THE STATE OF KANSAS :Jj} / tJDate: ~iJV, JP, Jo~-~-, Mitchell Kansas Department of Health and Environment A•s::: United States Bankrnptcy Court Southern District Of New York In Re: Tronox Incorporated, El Al. Case No. 09-10156 (Alg), (Jointly Administered) CONSENT DECREE AND ENVIRONMENTAL SETTLEMENT AGREEMENT PAGE228 ===== PDF PAGE 151 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit NDV-18-2010Proposed13:29 ConsentFrom:LDEQ-LEGALDecree and Environmental2252194068 SettlementTo:912126372686Agreement Pg 233 of 500 FOR THE STATE OF LOUISIANA LOUISIANA DEPARTMENT OF ENVIRONMENTAL QUALITY Peggy M. Hatch, Secretary IO By: Date: \r ll/ ~7 -Stant Secretary ·O nmental Compliance PAGE229 NDV-18-2010 15:17 2252194068 96% P.02 ===== PDF PAGE 152 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 234 of 500 FOR THE MASSACHUSETTS DEPARTMENT OF ENVIRONMENT AL PROTECTION MASSACHUSETTS DEPARTMENT OF ENVIRONMENTAL PROTECTION By its attorney, ',. ......................... MARTHA COAKLEY, "'"·--._ AT71/RNEY SL---~':::':, By: Date: lt / {s-f Io ( I Carol Iancu, MA BBO 'o3 626 Assistant Attorney General Environmental Protection Division Massachusetts Office of the Attorney General One Ashburton Place, 18th Floor Boston, MA 02108 (617) 963-2428 carol.iancu@state.ma. us PAGE 230 ===== PDF PAGE 153 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 235 of 500 FOR THE STATE OF MISSISSIPPI MISSISSIPPI COMMISSION ON • By: ;f;j5l!Zy - TrudylUier Executive Director Mississipi Department of Environ,mental Quality P.O. Box 2261 Jackson, Mississippi 39225 PAGE 231 ===== PDF PAGE 154 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 236 of 500 FOR THE STATE OF MISSOURI Je Date: [1 UO 7 | hi , HRIS KOSTER Attorney General for the State of Missouri JOHN K. MCMANUS Chief Counsel Agriculture and Environment Division P.O. Box 899 Jefferson City, Missouri 65102 Tel.: 573-751-8370 Fax: 573-781-8796 Email: jack.mcmanus@ago.mo.gov Date: WL16 fro (Besa Natt MiG [ / Lednne Tipgé “osby Director Division of Environmental Quality Missouri Department of Natural Resources P.O. Box 176 Jefferson City, Missouri 65102 PAGE 232 ===== PDF PAGE 155 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 237 of 500 FOR THE STATE OF NEVADA DEPARTMENT OF CONSERVATION AND NATURAL RESOURCES. DIVISION OF ENVIRONMENTAL : PROFECTION A Date: 1) | 4 | }v By: bok. ( 4 j (any At {4 LEO*, DROZDOFE. PAE Acting Director, DCNR ~ Approved as ta form: CATHERINE CORTEZ MASTO AuiorneyGeperal pae: L/-/O-(O wy: CA XK... CAROLYN E. PANNER Deputy Attorney General PAGE 233 ===== PDF PAGE 156 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 238 of 500 FOR THE STATE OF NEW JERSEY PAULAT. DOW Attorney General of New Jersey Date: Na~ ~, ·z..a \ c> By: I Richard F, Engel Deputy Attorney General Richard J. Hughes Justice Complex 25 Market Street P.O. Box 093 Trenton, NJ 08625-0093 Tel.: (609) 984-4863 Fax: (609) 341-5030 PAGE 234 ===== PDF PAGE 157 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 239 of 500 FOR THE STATE OF NEW YORK ~, c~·Date: November 17, 2010 ·~~z~~ inda E. White Assistant Attorney General PAGE 235 ===== PDF PAGE 158 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 240 of 500 FOR THE STATE OF NORTH CAROLINY; Date: //-/t!)-/0 ~ Dexteru:at257fR. Matthews Director, Division of Waste Management Department of Environment and Natural Resources PAGE236 ===== PDF PAGE 159 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 241 of 500 FOR THE STATE OF omo Date: Michelle T. Sutter Assistant Attorney General 30 East Broad Street, 26th Floor Columbus, OH 43215 (614) 752-4316 (866) 483-1104 PAGE 237 •• ······-···-···-····--- ------c·------------------------··"-"'""-·"-··-·-···---·-". . ===== PDF PAGE 160 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 242 of 500 FORTHESTATEOFOKLAHOMA O Date: f f / / • J0 J.D. STRO G OKLA}IO A """"'.LU.I.:,,,! ENVIRONMENT Date: STEVEN A. THOMPSON EXECUTIVE DIRECTOR OKLAHOMA DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 238-A ===== PDF PAGE 161 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 243 of 500 FORTHESTATEOFOKLAHOMA Date: J.D. STRONG OKLAHOMA SECRETARY OF THE ENVIRONMENT I I Date: fl /, b I STEVEN A. THOMPSO EXECUTIVE DIRECTOR OKLAHOMA DEPARTMENT OF ENVIRONMENTAL QUALITY PAGE 238-B ===== PDF PAGE 162 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 244 of 500 FOR THE COMMONWEALTH OF PENNSYLVANIA, DEPARTMENT OF ENVIRONMENTAL PROTECTION: I '&Th~~ Professional Geologist Manager Environmental Cleanup Program PAGE 239 ===== PDF PAGE 163 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 245 of 500 FOR THE STATE OF TENNESSEE Date: JI/I 5/JoI tlfunes H. Fyke • Commissioner Dept. of Environment and Conservation PAGE240 ===== PDF PAGE 164 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 246 of 500 FOR THE STATE OF TEXAS Date: ______________________ _________________________________ PAGE 241 ===== PDF PAGE 165 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 247 of 500 FOR THE STATE OF TEXAS NATURAL RESOURCE DAMAGE TRUSTEES GREG ABBOTT Attorney General of Texas DANIEL T. HODGE First Assistant Attorney General BILL COBB Deputy Attorney General for Civil Litigation BARBARA B. DEANE Chief, Environmental Protection and Administrative Law Division DAVID PREISTER Chief, Environmental Protection Section By: Assistant Atto neral State Bar No. 24042075 PAGE242 ===== PDF PAGE 166 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 248 of 500 FOR THE STATE OF WISCONSIN MATTHEW J. FRANK Secretary Date: 1/tJ ~)<~ ALLEN K. SHEA Deputy Secretary Wisconsin Department of Natural Resources Approved as to form: J.B. VAN HOLLEN Attorney General Date: ~C°/?Effj ANNE C. MURPHY Assistant Attorney General State Bar # 1031600 Attorneys for the State of Wisconsin PAGE243 ===== PDF PAGE 167 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 249 of 500 FOR THE CITY OF WARRENVILLE, ILLil'jri;'\ . Q 11 Date: 09-17-11) •,:.J-f ~ · I .J David L. Brummer .. Mayor PAGE244 ===== PDF PAGE 168 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 250 of 500 ~~ FOR T:E CITY OF WEST cmcAGO, Date: Jcfk"l,,ce· 7, 2t,tv ~ llli.corYV\_p Michael B. Kwasman Mayor PAGE245 ===== PDF PAGE 169 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 = Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 251 of 500 FOR THE FOREST PRESERVE DISTRICT OF DUPAGE COUNTY, ILLINOIS Date: Dewy” Pierotti Jr. Preside PAGE 246 ===== PDF PAGE 170 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 252 of 500 Date: hillerstrom PAGE247 ===== PDF PAGE 171 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 253 of 500 FOR THE CITY OF CHICAGO, ILLINOIS Date: l\ /f 5 / f 0 By: ~QCtt,'1 . SU C- Commissioner Department of Environment Date: l\-10-to Corporation Counsel Department of Law PAGE248 ===== PDF PAGE 172 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 254 of 500 FOR THE cmcAGo PARK DISTRICT, ILL;~•s . i /, _,. l O ByfL/1,Date: \ I l ,s I M~u .) Maria Garcia, General Counsel Chicago Park District PAGE249 ===== PDF PAGE 173 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10(WED)NOV Entered17 2010 11/23/101s:2e/ST. 15:28/No,751704808715:52:51 Exhibit P 2FROM Proposed Consent Decree and Environmental Settlement Agreement Pg 255 of 500 Greenfield Environ, ,ental Multistate Trust LLC Not Individually BL l'Solely In Its Representative Capacity As Trustee for the Multistate Trust By: Greenfield Environmental Trust Group, Inc., Member By: Cynthia Brooks, President PAGE 250 NOV-17-2010 16:05 4064492592 96% P.02 ===== PDF PAGE 174 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10(WED)NOV Entered17 2010 11/23/101s:2S/ST. 15:28/No.751704808715:52:51 Exhibit P 3FROM Proposed Consent Decree and Environmental Settlement Agreement Pg 256 of 500 FOR THE SAVANNAH TRUSTEE \/'. Date:\ \ 1- / \() I Greenfield Environm ntal Savannah Trust LLC Not Individually But Solely In Its Representative Capacity As Trustee for the Savannah Trust By: Greenfield Environmental Trust Group, Inc., Member By: Cynthia. Brooks, President PAGE 251 ~lOV-17-2010 16: 05 4064492592 96Y. P.03 ===== PDF PAGE 175 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 257 of 500 FOR THE WEST CIDCAGO TRUSTEE WESTON SOLUTIONS, INC., NOT INDIVIDUALY BUT SOLELY IN ITS REPRESENTATIVE CAPACITY AS TRUSTEE OF THE WEST CHICAGO ENVIRONM.ENTAL SPONSETRUST By: Peter A. eribelli . Chief Operating Officer PAGE 252 ===== PDF PAGE 176 ===== [Extraction: embedded PDF text] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 258 of 500 FOR THE CIMARRON TRUSTEE The Cima1Ton Custodial Trustee By and through Environmental Properties Management, LLC, not individually but solely in the representative capacity as Trustee of the Cima1Ton Environmental Response Trust By: ~~.-:.t=,, --. not individually but solely in the representative capacity as President of the Trnstee of the Custodial Trust PAGE 253 ===== PDF PAGE 177 ===== [Extraction: OCR (rendered-page OCR)] 09-10156-mew Doc 2555-1 Filed 11/23/10 Entered 11/23/10 15:52:51 — Exhibit Proposed Consent Decree and Environmental Settlement Agreement Pg 259 of 500 FOR THE HENDERSON TRUSTEE The Henderson Trustee By and through Le Petomane XXVII, Inc., not individually but solely in the representative capacity as Trustee of the Henderson Environmental Response Trust Date: na lie By: Van AS bin fhe, ek but BY) le/ at ay A. /Steinberg, not individually but O sol¢ly in the representative capacity A eds. led resident of the Trustee of the Henderson Environmental Response. Trust PAGE 254 vot mel he 4h My