THIS IS A COURTESY COPY OF THIS NOTICE. THE OFFICIAL VERSION WILL BE PUBLISHED IN THE APRIL 6, 2015 NEW JERSEY REGISTER. SHOULD THERE BE ANY DISCREPANCIES BETWEEN THIS TEXT AND THE OFFICIAL VERSION OF THE NOTICE, THE OFFICIAL VERSION WILL GOVERN. ENVIRONMENTAL PROTECTION SITE REMEDLATION PROGRAM NOTICE TO RECEIVE INTERESTED PARTY COMMENTS ON PROPOSED CONSENT JUDGMENT IN THE MATTER OF NJDEP V. EXXON MOBIL CORPORATION, DOCKET NO. UNN-L-3026-04, CONSOLIDATED WITH UNN-L- 1650?05, AND IN THE MATTER OF NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION, ET AL. V. EXXON MOBIL CORPORATION GATX TERMINALS CORPORATION, DOCKET NO. GLO-L-1063-07 CONSOLIDATED WITH GLO-L-0563, AND CONCERNING EXXON MOBIL RETAIL GASOLINE STATIONS AND CERTAIN FACILITIES LOCATED IN THE STATE OF NEW JERSEY. The New Jersey Department of Environmental Protection (the ?Department?), the Commissioner of NJDEP and the Administrator of the New Jersey Spill Compensation Fund (collectively, hereby give notice of a proposed Consent Judgment concerning a settlement with the Defendant Exxon Mobil Corporation (?Exxon Mobil?) in the matter of NJ DEP v. Exxon Mobil Corporation, Docket No. consolidated with 1650?05 (?Bayway/Bayonne Litigation?), and in the matter of NJDEP, et al. v. Exxon Mobil Corporation f/k/a GATX Terminals Corporation, Docket No. consolidated with (?Paulsboro Litigation?), and concerning Exxon Mobil retail gasoline stations-and certain facilities in the State of New Jersey in connection with alleged discharges of contaminants at: (1) the former Exxon Mobil facility and site located at 250 East 22nd Street, Bayonne, Hudson County, New Jersey (?Bayonne?); (2) tile former Exxon Mobil facility and site located at 1400 Park Avenue, Linden, Union County, New Jersey (?Bayway?); (3) Exxon Mobil retail gasoline stations in New Jersey, which includes any gasoline service station in New Jersey that Exxon Mobil owned, operated, or was branded Exxon or Mobil, or that Exxon Mobil currently owns, operates, or is branded Exxon or Mobil (?Exxon Mobil Retail Gasoline THIS IS A COURTESY COPY OF THIS NOTICE. THE OFFICIAL VERSION WILL BE PUBLISHED IN THE APRIL 6, 2015 NEW JERSEY REGISTER. SHOULD THERE BE ANY DISCREPANCIES BETWEEN THIS TEXT AND THE OFFICIALVERSION OF THE NOTICE, THE OFFICIAL VERSION WILL GOVERN. Stations?); and (4) an additional 16 facilities listed on Attachment to the Consent Judgment (?Exxon Mobil Facilities?), which have the following names and addresses: i. ii. iV. Vi. vii. iX. Xi. Xii. Atlantic City Terminal (NJEMS ID 144158; 2141 Absecon Blvd, Atlantic City); Atlantic City Terminal #3001 (NIEMS ID 12799; New Jersey Magellan Aves, Atlantic City); Edison Research Lab (NIEMS ID 14340; 2195 Route 27, Edison); Edison Plant (NJEMS ID 149606; 2195 Route 27, Edison); Flemington Terminal (NI EMS ID 14569; 198 Routes 202 31, Flemington); Florham Park Facility (NI EMS ID 3834; 180 Park Ave, Florham Park); Trenton Terminal #29005 (NI EMS ID 6520; 2785 Lamberton Rd.; Hamilton); Linden Technical Center (NJEMS ID 14706; 1900 E. Linden Ave; Linden); Linden Terminal #29074 (NI EMS ID 971; 3700 S. Wood Ave; Linden); Long Branch Terminal (NJEMS ID 4493; 160 West End Ave, Long Branch); Morristown Municipal Airport Fuel Farm (NIEMS ID 3794; 8 Airport Rd.; Morristown); Paulsboro Terminal #3045 (NJEMS ID 63678; 800 Billingsport Rd; Paulsboro); Paulsboro Lube Plant #29004 (NJEMS ID 14544; 1001 Billingsport Road, Paulsboro); A Former Tomah Facility (NJEMS ID 43331; 32 Rd., Pedricktown); THIS IS A COURTESY COPY OF THIS NOTICE. THE OFFICIAL VERSION WILL BE PUBLISHED IN THE APRIL 6, 2015 NEW JERSEY REGISTER. SHOULD THERE BE ANY DISCREPANCIES BETWEEN THIS TEXT AND THE OFFICIAL VERSION OF THE NOTICE, THE OFFICIAL VERSION WILL GOVERN. xv. Pennington Facility (NJEMS ID 15824; 311 Pennington?Rocky Hill Rd, Pennington); and xvi. Teterboro Airport Fuel Farm (NJ EMS ID 50155; Malcolm Ave, Teterboro). Under the proposed Consent Judgment, for a total payment by Exxon Mobil of $225 million, the NJDEP and Exxon Mobil have agreed: 2 A (1) to settle Exxon Mobil?s alleged liability to the NJDEP for alleged natural resource damages for: all claims based on discharges of contaminants thatiwere the subject of the Bayway/Bayonne Litigation, except for surface water claims, which are addressed below; all NRD claims that were asserted or could have been asserted 'in? the Bayway/Bayonne Litigation arising from Exxon Mobil?s activities at Bayway and Bayonne, except for surface water claims, which are addressed below; all claims that were asserted or could have been asserted in the Paulsboro Litigation; all NRD claims relating to Exxon Mobil Retail Gasoline Stations, excluding any claims relating to such stations where MTBE has been discharged; all NRD claims relating to all Exxon Mobil Retail Gasoline Stations other than the claims alleged in the case captioned NJ DEP V. Atlantic Richfield Company, et al., Case No. 08 Civ. 00312, Master File No. MDL 1358 (SAS) and all NRD claims relating to all facilities listed on Attachment to the Consent Judgment, excluding any claims relating to such facility listed on Attachment C, except for Paulsboro Terminal #3045, where MTBE has been discharged; (2) to defer the final remedy determination for Morses Creek until the cessation of refinery Operations at Bayway. The extent of Morses Creek is shown in Attachment A to the Consent Judgment; and D) THIS IS A COURTESY COPY OF THIS NOTICE. THE OFFICIAL VERSION WILL BE PUBLISHED IN THE APRIL 6, 2015 NEW JERSEY REGISTER. SHOULD THERE BE ANY DISCREPANCIES BETWEEN THIS TEXT AND THE OFFICIAL VERSION OF THE NOTICE, THE OFFICIAL VERSION WILL GOVERN. (3) that NJDEP will dismiss, without prejudice, the surface water claims against Exxon Mobil for Bayonne and Bayway. Exxon Mobil remains obligated to conduct and complete remediation at the sites covered by this Consent Judgment. A copy of the proposed Consent Judgment is available for inspection via the internet at For members of the public who do not have access to the Internet, a dedicated computer is available for public use at the Department?s main office at 401 East State Street, in Trenton, New Jersey, and this document can be accessed at a publicly available computer at most public libraries. Requests to inSpect a hard copy of the proposed Consent Judgment in Trenton, or any questions regarding internet access should be directed to the Office of Record Access, NJDEP, PO. Box 420, Mail Code 401?060, Trenton, NJ 08625 or via email at records.custodian@dep.nj.gov. Written comments may be submitted electronically by June 5, 2015 to referencing ?Exxon Mobil Bayway Settlement? in the subject line of the email; or in hard copy to: Office of Record Access NJDEP Attn: Exxon Mobil Bayway Comments PO. Box 420, Mail Code Trenton, NJ 08625 -O420 The Department will consider all comments received and may decide to withdraw or withhold consent to the entry of the Consent Judgment if comments received disclose facts or considerations that show that the Consent Judgment is inappropriate, improper or inadequate. NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION, SUPERIOR COURT OF NEW JERSEY- Plaintiff, LAW COUNTY V. EXXON MOBIL CORPORATION, Defendant. This matter was jointly to the Court by the Acting Attorney General of Ne John J. Hoffman, Deputy Attorney General Richard F. a pearing, and Allan Kanner, of Kanner Whiteley, L.L.C Cial Counsel to the .Attorney? General, appearing, a ys for plaintiff New Jersey Department of Environment P- tectionr (?Plaintiff?), and 'Lheodore Wells, Weiss, Rifkind, Wharton Garrison LLP, and Marc of Archer Greiner, PC, appearing as attorneys for the o?efendant Exxon Mobil Corporation (?Settling Defendant?). These Parties have amicably resolved their dispute after a trial, subject to entry of this Consent Judgment. I. BACKGROUND A. The Plaintiff and the Administrator of the Spill Fund initiated this action in August 2004 by filing a Complaint against the Settling Defendant, and another defendant that was dismissed from the action before trial, in the Superior of New? Jersey, ~Hudson. County, Docket No. for the Bayonne Facility), and by filing a Complai ainst the Settling Defendant in the Superior Court exsey, Union County, Docket No. (for .ayway Facility), asserting claims pursuant to the ill: ensation and Control Act, N.J.S.A. throu ("Spill Act"), and the common law. These actions we District Court for the Dist New Jersey, and given docket ourt of New Jersey and consolidated in consolidation, the Hudson County action was Cket number of The Administrator yCompensation Fund was later dismissed without 9m the actions. he Plaintiff filed its most recent amended complaints relating to both Bayway and Bayonne in January ?2009 (these consolidated actions are collectively referred to herein as ?Complaint?). C. The Complaint seeks, among other requested relief, Cleanup and Removal Costs and Natural Resource Damages, allegedly incurred. by the State as a result of alleged discharges of hazardous substances at and from the Bayway Facility and Bayonne Facility formerly owned and operated by ExxonMobil (the and Bayonne Facilities?). D. Among the claims against the Settling Defend Cleanup and Removal Costs and Natural Resource were claims associated with several surface water i 9' located in the vicinity of the former ExxonMobil Ba By Court Order, dated January ll against the Settlinngefendant . a "bifurcated and stayed. E. The Settling Defen? ed responsive pleadings in which "asserted various defenses to the Vigorously' litigated. the claims in ?this case, G. trial was held Zbefore the Honorable Michael J. Hogan, J.S.C., Retired, on Recall, from January through September 2014. The Parties are entering into this Consent Judgment prior to the Court issuing a decision. H. ExxonMobil has other alleged Natural Resource Damages liability' in. Jersey associateCl with. sites other than. the Bayway and Bayonne Facilities. As part of this Consent Judgment, the Parties agree to resolve ExxonMobil?s alleged Natural Resource Damages liabilitj7 at other sites, subj? certain exceptions related to MTBE, as specifical herein. The Parties to this Consent Judgment ?1 ea sand agree, finds, that the Parties 1x3 this Consent Judgment Pav Lotiated this Consent Judgment in good faith; that the tation of this Consent Judgment will allow the Parti 0 this Consent Judgment to avoid. continued, d; complicated. appeals; and. that reasonable, and. in the public "the consent of the Parties to this Consent *ereby ORDERED and ADJUDGED: II. JURISDICTION AND VENUE Ere Court has jurisdiction over the subject matter of this action pursuant to the Spill Act and the common law. The Court also has personal jurisdiction over the Parties to this Consent Judgment for the purposes of implementing this Consent Judgment and resolving the underlying Lawsuit. 2. The Parties to the Consent Judgment waive all objections and defenses they Inay lnave to 'the jurisdiction. of this Court, or venue in this county. The Parties shall not chall ithe Court?s jurisdiction to enforce this Consent Judgment PARTIES BOUND 3. This Consent Judgment applies to, an iinding upon, the Plaintiff and DEP, as defined, hereinj ,l ExxonMobil and; the Settling Defendant, pas defined (each, a ?Party? and collectively, the ?Parties?). 4. Unless otherwisa yp*eSsly provided, terms used in this Consent JUdgment' v=t are defined in the Spill Act or in the regulations mu gated. under the Spill Act shall have their statutory megulatory meaning. Whenever the terms listed below? ?Eused in this Consent Judgment, the following mons shall apply: ?Bayonne yFacility? shall mean the former ExxonMobil facility anmi site located at, and including 11MB real property of, 250 East 22?Ki Street, Bayonne, County of Hudson, New Jersey, those properties being known as Block 412, Lot 5; Block 416, Lot 5 3; Block 417, Lot 3; Block 418, Lots 1 through 4; Block 419, Lots 1, 3 and 4; Block 427, Lot 3; Block 452.01, Lots 1 through 5; Block 452.02, Lots 4 through 7, 9, and 11; Block 453.01, Lots 1 through 11; Block 465, Lots 1 through 5, 8 and 9; Block 466, Lots 1 through 4; Block 477.01, Lots 1 and 3; Block 478,7 and 1.01; and Block 480, Lot 1; Block 481, Lots 3 a 482, Lots 9 and 11; and Block 503, Lot 8 on the TVA City of Bayonne. The Bayonne Facility shall~f properties in Bayonne currently or formerl ExxonMobil that were the subject laintiff?s claims against ExxonMobil in the Lawsuit. ?Bayway Facility? shall mea? ormer ExxonMobil facility and site located at, and in ud: the real property of, 1400 Park Avenue, Linden, nt of Union, New .Jersey, those properties being Block 515, Lot 1; Block 516, Lots 1, 1.02 and 2; Bloc? 7 Lot 1; Block 518, Lots 1 and 2; Block 519, Lots 1 Block 520, Lots Block Block 522, Lot 1; Block 523, Lots 1 and 2; 9 and 24; Block 566, Lot 10; Block 568, Lot 10; :ots 40, 42 and 47; Block 581, Lot 11?3 and 11.06; Blocf 586, Lots 3.01, 3.02the City of Linden; and Block 4, Lots 2the City of Elizabeth. The Bayway Facility shall also include any properties in Elizabeth and Linden currently or formerly owned or operated by ExxonMobil that were the subject of the Plaintiff?s claims against ExxonMobil in the Lawsuit. ?Cleanup and Removal Costs? shall have the meaning ascribed to it in the Spill Act, N.J.S.A. and, to the extent not within the meaning ascribed under the Spill Ac Cleanup and Removal Costs shall not ?Working Da be a working day. mean a day other than a Saturday, Sunday, or State Inc computing? time under this Consent Judgmenta the last day would fall on a Saturday, Sunday, holiday, time shall run, until the close of busines ?next Working Day. s" "m the New Jersey Department of Environmental Protection Commissioner, and the Administrator of the New Jersey Compensation Fund, including any past, present or tural resource damages trustee. ExxonMobil? shall mean the named defendant in the Lawsuit, Exxon Mobil Corporation, with a principal place of business at 5959 Las Colinas Boulevard, Irving Texas, and also includes Mobil Oil Company, and all of ExxonMobil's and Mobil Oil Company?s ?past and present subsidiaries, predecessors, successors, related and affiliated, partnerships (if any) and corporations, joint ventures (if any), any and all other forms of business venture, divisions, affiliates, parent corporations, officers, employees, representatives, directors, principals, general partners, limited partners stockholders (in their capacity as such), shareholf attorneys in fact, and attorneys at law, and respective heirs, executors, insurers, per -: ,resentatives, administrators, beneficiaries, successors,, trustees, successors and assigns, past and present, Lawsuit. Also included is eac ed Entity,? which is any of Exxon Mobil Corporation Mobil Oil Company?s future subsidiaries, success I and affiliated partnerships (if any) and corpo joint ventures (if any), any and all other forms of venture, divisions, affiliates, parent ?Hers, employees, representatives, directors, partners, gaincipals, general partners, limited. partners, attorneys in fact, and. attorneys at law, and each of its/t eir respective heirs, executors, insurers, personal representatives, administrators, beneficiaries, successors, trustees, successors and assigns, whether named cm: unnamed in the Lawsuit. A Related Entity shall be entitled to the releases, covenants not to sue, and contribution protection, as set forth below, only to the extent that the alleged liability of tin; Related Entity jiS based (N1 its status and in its capacity as 51 Related Entity, and (ii) not to the extent that the alleged liability of the Related Entitya independently of its status and capacity as a Pelated An affiliate means any company, partnership, company, association, joint venture, or other which Exxon Mobil Corporation owns indirectly, fifty percent or more ?ExxonMobil Retail Station? any gasoline service owned, operated, cm: was branded Exxon or Mobil, ExxonMobil currently owns, operates, or is branded ?Lawsuit? sha the actions filed in the Superior Court of New captioned New Jersey Department of Hetion v. Exxon Mobil Corporation, Docket No. Etconsolidated with New Jersey Department of al. Protection, et al. v. Exxon. Mobil. Corp., Docket L-l6bO?05 (formerly docketed as prior to consolidation with ?Matters Addressed? shall mean ExxonMobil?s alleged liabilities addressed in Paragraphs 7 through 10 of this Consent Judgment, summarized as follows: (1) all claims based on discharges of contaminants prior to the Effective Date of this Consent Judgment that are the subject of the Lawsuit; (2) all NRD claims that were asserted or could have been asserted in the Lawsuit, as to any ?contaminant, media, and/or theory of liability, arising from. ExxonMobil?s activities at the yway and Bayonne Facilities, including all areas discharged contaminant has migrated; (3) all NRD c?ai 1 as to any contaminant, media, and/or theory of liabi' ExxonMobil Retail Stations, including al discharged. contaminant has migrated, been discharged prior to the Effective Date of this Judgment; (4) all NRD etail Stations, including all contaminant has ?agrated, other than the claims aL the Statewide MTBE Litigation; (5) all NRD claims ny contaminant, media, and/or theory of to all facilities listed on Attachment to udgment, including all, areas to which any ontaminant has migrated, but excluding any claims to such facility listed on Attachment where MTBE has been discharged; (6) all claims currently pending in New Jersey Department Environmental Protection, al. KL Exxon l?obil Corporation f/k/a GATX Terminals Corporation, Docket No. lO O7 consolidated with in the Superior Court of New Jersey, Gloucester County. ?Morses Creek? shall mean the physical limits of the creek bed. only' and, shall exclude any adjoining' or nearby' wetlands, specifically the mudflats and pitch area, as depicted in map appended as Attachment A. shall mean methyl tertiary butyl ether ?at or as a part of gasoline or as 51 contaminant of oth and the degradation byproducts of including shall include tertiary butyl alcohol shall mean all claims or other activities that have occurred prior Effective Date -of this Consent Judgment, known or that are recoverable by any New ource trustee as damages for injuries to Jersey state natuz natural reso ices r"nder: the Spill Act; the Water Pollution ControlrhA J.S.A. through ?43 the Oil Pollution I 33 U.S.C.A. sections 2701 through ?2761; the imter Act, 33 U.S.C.A. sections 1251 through ?1387; the Comprehensive Environmental Response, Compensation and Liability Act, 42 sections 9601 through 9675 or any other state or federal common law, statute, or regulation, for compensation for the restoration and/or replacement of, the lost 11 value of, injury' to, or destruction. of? natural resources and natural resource services, including the costs (Hf any Natural Resource Damages assessment, but do not include compliance with any statutory or regulatory requirement that is not within this definition of Natural Resource Damages. ?Paragraph? shall mean a portion his Consent Judgment identified. by? an .Arabic numeral*? 31 upper case letter. ?Plaintiff? shall mean the New Environmental Protection. ?Section? shall. mean ea por in his Consent Judgment identified by a roman numeral. ?Settling Defendant? shal d: Exxon Mobil Corporation. ?State? shall mean :h of New Jersey. ?Statewide Lit gation? shall mean the lawsuit captioned NJDEP tic Richfield Company, et al., Case No. 08 Civ. 0031 File No. 1:00-1898, MDL 1358 (SAS) (SDNY), including a ditional caption the might have if ii: is Fny other court, including, but not limited to, the ~atgs District Court for the District of New Jersey or the New Jersey Superior Court. ?Surface Water Claims? shall mean NRD claims as currently stayed in the Lawsuit pursuant to the Court Order dated January ll, 2006, appended as Attachment B. 12 V. SETTLING COMMITMENTS 5. Within 45 Days after the Effective Date, as defined in Paragraph 32 of this Consent Judgment, Settling Defendant shall pay the Plaintiff $225 million by certified check made payable to ?Treasurer, State of New Jersey,? or pursuant to instructions provided by the the Hazardous Discharge Site Cleanup Until this Consent Judgment becomes fin arn interest and may the settlement funds in the Account not be used by the State of New Jea -or any purpose. In the event this Consent Judgment t. approved, or? the approval thereof is overturned, vacated or modified on appeal such that the Conse is void. and. of no effect as elow, the settlement funds placed into the Account Settling Defendant shall be returned immediately full to the Settling Defendant, plus interest* VI. COVENANTS AND RELEASES 6. The releases, covenants not to sue and contribution protection contained in this Section VI shall take effect when ExxonMobil makes payment to the Plaintiff pursuant to Paragraph 5 above. 13 7. Except as pmovided i1] Paragraph 6 above, anui Paragraph 8 below addressing the Surface Water Claims, DEP fully releases with prejudice, and covenants not to sue or take other judicial or administrative action against, ExxonMobil, and ExxonMobil receives contribution protection as set fort in Section herein for all claims based on dischar :of contaminants prior to the Effective Date of EConsent Judgment that are the subject of the Lawsuit, contaminant, media, and/or theory of minants discharged at the Bayway and Bayonne Faciliti migrated. This release, covenant and contribu io tection do not apply to any contaminants that ra sported by any vehicle, pipeline or the However, to the Effective Date on site during such ject to Paragraph 6 above, the Surface Water Claims are dismissed without prejudice to the ability to assert those claims against ExxonMobil in a new, separate and future lawsuit, provided, however, that the DEP shall not bring any future 14 lawsuit for the Surface Water Claims until a formal Natural Resource Damages assessment for ?those surface waters Ihas been completed, by the applicable trustees under? applicable Federal and State law or regulation and the trustees? determination of been ExxonMobil?s liability? for Natural Resource Damages haa made pursuant a procedure that allows for particip by ExxonMobil. In. addition, any future lawsuit fo rSurface Water Claims shall be a nmlti?defendant actio ving other responsible parties. DEP shall have Sole dis an to identify the direct defendants against whom future lawsuit for the Surface Wazjf without prejudice to ExxonMobil?s ability to bringiE arty claims against any in the lawsuit. The intent will not be the sole defendant in, any? future laws; .or? the Surfatme Water? Claims, nor? will such a lawsuit? solely upon the Bayway or Bayonne Facilities. bil specifically waives any defenses to the the Surface Water Claims based on any statute or repose, laches, estoppel, waiver, entire sy doctrine or other legal or equitable defenses based upon the running or expiration of any time period. 9. Subject to Paragraph 6 above, DEP fully releases with prejudice, and covenants not to sue or take other judicial or 15 administrative action against ExxonMobil, and ExxonMobil receives contribution protection as set forth in Section herein, for all NRD, as to any contaminant, media, and/or theory of liability, relating to? all ExxonMobil Retail Stations, excluding any claims involving any ExxonMobil Retail gtation where MTBE has been discharged. With respect to any obil Retail Station where MTBE has been discharged Effective Date of this Consent Judgment, ,3 Wenants not to sue and ExxonMobil receives contribution Vtion for NRD claims other Vthan what was alleged g?i?ze Statewide MTBE Litigation. ExxonMobil is not pa 1 NRD as part of this etail Station where MTBE has been discharged, and Exx M. is not receiving a release at such stations. covenants, and contribution protection referred; ?~his Paragraph shall include areas as to ?which, any con? a other? than. MTBE, discharged, at an ExxonMobil Station have migrated. The releases, covenangs contribution protection do not apply to any that were transported by any vehicle, pipeline or romw any ExxonMobil Retail Station. However, the releases, covenants and contribution protection shall apply to any' discharges before the Effective Date on site during? such transportation, except whens MTBE has been discharged at such ExxonMobil Retail Station. This Consent Judgment shall have no 16 impact upon or prejudice in any way whatsoever the claims against ExxonMobil as alleged in the Statewide MTBE Litigation, including but not limited to any impact on liability, evidentiary ?proofs, valuation. of ?the claims, and. damages, nor shall the Consent Judgment have any impact upon or prejud?ce in any way whatsoever ExxonMobil?s defenses to such aim alleged in the Statewide MTBE Litigation, including :but not limited to any impact on liability, evi'x ry proofs, valuation of the claims, and damages. Speci w, ExxonMobil shall not use this Consent Judgment as a 5Set, credit, other reduction or to assert a double against any claim as alleged in the Statewide MTBE Li; 10. Subject to Paragr DEP fully releases with prejudice, and covena administrative and ExxonMobil receives contri?ue' in Section herein, forg? relating to all facilities listed on Attachment omsent Judgment, excluding' any claims involving any listed on Attachment where MTBE has been discharged. However, the releases, covenants, and contribution, protection apply to the Former Paulsboro Terminal #3045 listed on Attachment (3 notwithstanding time release of anuz MTBE (at that 17 site. With respect to any facility listed on Attachment where MTBE has Ibeen. dischargeCl prior? to the iEffective Date of 'this Consent Judgment, the DEP covenants not to sue and ExxonMobil receives contribution protection for NRD claims other than what was alleged in the Statewide MTBE Litigation. paying any NRD as part of this Consent Judgment for an I ExxonMobil is not receiving a release at such :ities, except the Former Paulsboro Terminal #3045 listed 0 ?Attachment C. The releases, covenants and contribution p? ction referred to in this Paragraph shall include are& 0 which any contaminants, other than MTBE, discharge the facilities listed on Attachment have migv The releases, covenants and contribution protec rdo not apply ix) any contaminants that were transportedy vehicle, pipeline or vessel front any Attachment C. However, the releases, contribution protection shall apply to any the Effective Date on site during such tatibn, except where MTBE has been discharged at such facili listed on Attachment C, other than the Former Paulsboro Terminal #3045. This Consent Judgment shall have no impact upon or prejudice in any way whatsoever the claims against ExxonMobil as alleged in the Statewide MTBE Litigation, 18 including' but not limited. to any impact, on liability, evidentiary ;proofs, valuation, of 'the claims, and enforce cm? approve modifications ix) this Consent Judgment. XV. ENTRY OF THIS CONSENT JUDGMENT 36. The Settling Defendant has consented to the entr Consent Judgment without further notice after the co period specified in Paragraphs 24 and 25 above. 37. Upon conclusion. of the Plaintiff?s vi w' of any' public comment received as a result of otice described in Paragraphs 24 and 25 above, the ain shall submit should decline to approve this izform presented, this agreement is cretion (If any Party anxi the terms of be used. as evidence in any litigation .Ah in Section above, Plaintiff will: effectuate a dismissal of this Complaint with prejudice with the exception of those claims described in Paragraph 8 herein, which will be dismissed without prejudice; and effectuate a dismissal of the Complaint with prejudice in the Superior Court of New 29 Jersey, Gloucester County, in the case captioned New Jersey Department, of iEnvironmental Protection, et al. V. Exxon. Mobil Corporation f/k/a GATX Terminals Corporation, Docket No. O7 consolidated with XVI. 40. Each undersigned representative of 11m; DEP an certifies that he or she is authorized to ent and conditions of this Consent Judgment legally bind such Party to this Consent 41. This Consent Judgment may be i 2and dated in any number of counterparts, each of whichi :all be an original, and such and the same Consent counterparts shall togeth? Judgment. 42. The Parties fairly betwe iarties at arm?s length and that the final terms of onsent Judgment shall be deemed. to have been jointh *?qually drafted by them, and that the provisions of en; Judgment therefore should not be construed against either Party on the grounds that the Party drafted, or was more responsible for drafting, the provision(s). 30 so ORDERED this day of Michael J. Hogan, J.S.C. Retired, On Recall 3l NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION CONSENTS TO THE FORM AND ENTRY OF THIS ORDER By: 32 EXXON MOBIL CORPORATION CONSENTS TO THE FORM AND ENTRY OF THIS ORDER By: 33 ATTACHMENT A ATTACHMENT ARCHER A Professional Corporation One Centennial Square Haddon?eld, NJ 08033?0968 . JAN 1 2006 (856) 795?2121 Attorneys for Defendant Exxon Mobil Corporation R083 R. RECV. BY: STEVEN J. FRAM, ESQUIRE NEW JERSEY DEPARTMENT OF SUPERIOR COURT OF NEW JERSEY ENVIRONMENTAL PROTECTION and LAW DIVISION ADMINISTRATOR, NEW JERSEY SPILL UNION COUNTY COMPENSATION FUND, DOCKET NO. Plaintiffs, 3 Consolidated with vs. DOCKET NO. EXXON MOBIL CORPORATION, Civil Action Defendant. CASE MANAGEMENT ORDER THIS MATTER having come before the Court on the consents Of the parties, counsel representing all parties having agreed jointly on how the Court should address certain case management matters, including the treatment Of defendant?s potential claims against certain third-parties which have not yet been joined in this action; and for good cause shownTHIS day of 2005 CONSENTED to by the parties, through their undersigned counsel, and ORDERED by the Court as follows: 1. Plaintiffs have asserted claims against Defendant, Exxon Mobil Corporation (?ExxonMObil?) for costs and damages, including natural resource damages, associated with several surface water bodies located in the Vicinity of the former ExxonMobil Bayway and Bayonne re?neries. The Speci?c surface water bodies which are the subject of these claims include the Kill Van Kull, the Upper New York Bay, the Arthur Kill River, and the Rahway River (hereinafter ?Surface Water Bodies?). Hereinafter, the claims associated with the Surface Water Bodies, including all allegedly affected natural resources contained within them, will be known as the ?Surface Water Claims?. 2. Plaintiffs have asserted claims against ExxonMobil for costs and damages, including natural resource damages, relating to real properties which were formerly and/or currently owned by ExxonMobil. The properties which are the subject of these claims are the Bayway Re?nery and the Bayonne Re?nery and are more speci?cally described in Plaintiffs? Complaints in these matters; Hereinafter, the claims relating to these properties, including all allegedly affected natural resources contained within, shall be known as the ?Property Claims.? 3. It is not the intent of the parties to limit plaintiffs? claims otherwise associated with the Property or Surface Water based upon these descriptors. 4. As a result of discussions and agreements between the parties, the parties agree to a bifurcation and stay of the Surface Water Claims against ExxonMobil as detailed below. 5. With regard to the Property Claims, ExxonMobil shall file third-party claims within ninety (90) days of the date of this Order. 6. This agreement shall not be referred to or entered into evidence for any purpose. 7. This agreement is without prejudice to the rights of any party to conduct discovery related to the Surface Water Bodies prior to the trial on the Property Claims. 8. Without prejudice to the right of any party to conduct discovery, including the noticing of depositions, the?depositions of the following individuals shall be scheduled by agreement of counsel and shall be completed by April 30, 2006: a. the following current or former employees of Defendant: John Hannig, Donald Esch, Richard Harley; and b. appropriate representatives of the following consultants of Defendant: Gradient and AMEC 9. The parties shall complete all fact and expert discovery with respect to the PrOperty Claims by March 1, 2007. 10. As part of fact discovery, Plaintiffs and their experts may have access to either of the properties at issue in this litigation, for inspection and testing, upon reasonable notice to ExxonMobil, in compliance with established safely protocols, and with the supervision of appropriate representatives of ExxonMobil. ll. Plaintiffs shall serve their expert reports on the Property Claims no later than August 1, 2006. No later than June 1, 2006, Plaintiffs shall identify their experts on the Property Claims and, with respect to each expert, shall provide a current curriculum vitae and copies of all available publications, expert reports and deposition and trial testimony from other cases 12. ExxonMobil shall serve its expert reports on the Property Claims no later than January 31, 2007. No later than January 3, 2007, ExxonMobil shall identify its experts on the Preperty Claims and, with respect to each expert, shall provide a current curriculum Vitae and copies of all available publications, expert reports and deposition and trial testimony from other cases. 13. Nothing in this Order shall preclude the ?ling, before the completion of discovery, of otherwise appropriate motions for partial summary judgment. 14. The Court will conduct a further Case Management Conference in this case on $2 air RPM. 15. The Court shall conduct a trial Conference pursuant to R. to the Property Claims on . Pre-tn'al memoranda of . 5-1 with respect parties in accordance with R. 4225?2 and 4270601 be submitted no later than thirty (30) days before the date of the Pretrial Conference. 16. Trial on the Propert laims only shall proceed 17. The Court shall set deadlines for fact and expert discovery on the Surface Water claims at the conclusion of Trial on the Property Claims. IT IS SO ORDERED: (Z kill HONORABLE ROSS R. THE UNDERSIGNED CONSENT 0 THE ENTRY OF THIS ORDER. ARCHER GREINER, BC. One Centennial Square Haddon?eld, NJ 08033 Attorneys for Exxon Mobil Corporation ?gill/9 (x a By: f7 Date: at 1?66 STEVE J. FRAM, ESQUIRE ALLAN KANNER ASSOCIATES, P.L.L.C. Special Counsel to the Attorney General 701 Camp/Street\ New Teams, (MW By: ALLAN KANNER, ESQUIRE PETER HARVEY, ATTORNEY GENERAL OF THE STATE OF NEW JERSEY By: Date: RICHARD ENGEL, Deputy Attorney General 2050988vl THE UNDERSIGNED CONSENT 0 THE ENTRY OF THIS ORDER. ARCHER GREINER, P.C. One Centennial Square Haddon?eld, NJ 08033 Attorneys for Exxon Mobil Corporation By: Date: STEVE J. FRAM, ESQUIRE ALLAN KANNER ASSOCIATES, P.L.L.C. Special Counsel to the Attorney General 701 Camp Street New Orleans, LA 70130 By: Date: ALLAN KANNER, ESQUIRE PETER HARVEY, ATTORNEY GENERAL OF THE STATE OF NEW JERSEY By: Date: i?u?oL?. RICHARD Deputy Attorney General 205098 8v1 NJEMSID 144518 12799 14340 149606 14669 3834 6520 14706 971 4493 3794 63678 14544 43331 15824 50155 ATTACHMENT Site Atlantic City Terminal 98-ACP Atlantic City Terminal #3001 Edison Research Lab Edison Plant Flemington Terminal Florham Park Facility Trenton Terminal #29005 Linden Technical Center Linden Terminal #29074 Long Branch Terminal Morristown Municipal Airport Fuel Farm Paulsboro Terminal #3045 Paulsboro Lube Plant #29004 Former Tomah Facility Pennington Facility Teterboro Airport Fuel Farm Address 2141 Absecon Blvd, Atlantic City New Jersey Magellan Aves, Atlantic City 2195 Route 27, Edison 2195 Route 27, Edison 198 Routes 202 31, Flemington 180 Park Ave., Florham Park 2785 Lamberton Rd., Hamilton 1900 E. Linden Ave., Linden 3700 S. Wood Ave., Linden 160 West End Ave., Long Branch 8 Airport Rd., Morristown 800 Billingsport Rd., Paulsboro 1001 Billingsport Rd, Paulsboro 32 Rd., Pedricktown 311 Pennington?Rocky Hill Rd., Pennington Malcom Ave., Teterboro