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Home My WebLink AboutMINUTES - 01261993 - 1.71 r TO: BOARD OF SUPERVISORS 1.71 FROM: Victor J. Westman, County Counsel DATE: January 23, 1993 SUBJECT: Acme Fill Corporation v. Althin CD Medical, Inc., et al. SPECIFIC REQUEST(S) OR RECOMMENDATIONS) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS APPROVE and AUTHORIZE County Counsel or his designee to execute the Confidentiality/Tolling/Joint Defense Agreement and the Joint Defense Cost Sharing Agreement, in substantially the form of the attached agreements. FISCAL IMPACT $18,000 during the 1992-1993 fiscal year. BACKGROUND/REASONS FOR RECOMMEI`TDATIONS In November 1992 the complaint in the above action was amended to name the County as a defendant. Also named are twelve other public agencies and several solid waste franchisees. The public agencies and their franchisees have formed a joint defense group to coordinate defense strategies and share defense costs. The group has prepared the two attached draft agreements, which will be amended slightly this week and placed in final form. County Counsel and the County's special counsel have recently begun participating in the group and have reviewed the agreements. Counsel recommend that the Board approve the agreements. Participation in the group will provide cost savings and strategic advantages in defending against this action. CONTINUED ON ATTACHMENT: _YES SIGNATURE A _RECOMMENDATION OF COUNTY ADMINISTRATOR_RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON January 26. 1993 APPROVED AS RECOMMENDED _x OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A X UNANIMOUS (ABSENT) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Orig: County Counsel ATTESTED January 26 , 1993 cc: County Administrator PHIL BATCHELOR, CLERK OF Attn: Ron Harvey, Liability Claims Manager THE BOARD OF SUPERVISORS Community Development Department AND COUNTY ADMINISTRATOR Attn: Charles A. Zahn BY , DEPUTY CONTACT: Silvano Marchesi, Ass't County Counsel JOINT DEFENSE COST SHARING AGREEMENT This Agreement is entered into upon the advice of counsel, effective this day of 1993 , by and between the signatories hereto (hereinafter collectively referred to as the "Participants") in connection with the Acme Landfill in Contra Costa County, California (the "Site") . R E C I T A L S WHEREAS, the Participants have entered into a "Confidentiality/Tolling/Joint Defense Agreement" dated 1993 (hereinafter referred to as the "Defense Agreement") which, in part, provides for the sharing of joint defense costs incurred in connection with the Acme Landfill Corp. v. Althin CD Medical, Inc. , et al. case ("Acme case") ; WHEREAS, said Defense Agreement contemplates the entering into of separate agreement(s) for the sharing of such defense costs; and WHEREAS, the Participants desire to enter into such a joint defense--cost-sharing-agreement because the costs thus far incurred and anticipated to be incurred in the defense of the Acme case will be significant if entirely borne individually by each Participant. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the Participants agree hereto as follows: December 18 , 1992 , draft 1 - f:\DMS\TCS.DIR\0062860.03 A I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE I. GENERAL PROVISIONS INCORPORATING DEFENSE AGREEMENT The terms, conditions and definitions contained in the Defense Agreement are hereby incorporated by this reference. II. PROCEDURES FOR INCURRING JOINT DEFENSE COSTS A. Any cost of litigation pertinent to the Acme case that is determined as set forth below to be an appropriate joint cost to incur shall be paid for by each Participant as is provided in this Agreement. B. The determination to incur and pay for a joint defense cost pursuant to this agreement . shall be made by a majority of Participants (through their respective counsel) in attendance at any of the joint defense counsel meetings held on behalf of the Participants, withet least a majerity ef the Part ie kpante. or their representative _____-_' present, that is duly noticed in writing at least three days in advance of such meeting, unless such meeting must be held with less notice due to an emergency, in which latter case the notice shall be at least 24 hours in advance, by fax. At least a majority of the Participants must agree that the requested meeting qualifies as an emergency, with said vote occurring no later than the next regularly scheduled meeting. C. Upon a majority vote with respect to any joint cost as described in paragraph II (B) , each Participant, whether or not in attendance at the meeting during which the cost(.$) was approved by said majority vote, shall be obligated to pay its percentage share December 18 , 1992, draft - 2 F:\DNS\TCS.DIR\0062860.03 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE of said cost as specified in Exhibit "A" attached hereto and made a part hereof by this reference. ........................:::.....v•:%{nv":•::v:-............... xy:•}'{?Sii;:'*Y}}:v?S.x;S•}•-}}•: .;:.}::.;..... µv.,%?L{{,F/i....x{;n.'- :•}%::i•:}}}}Y%:i.:y..y.}:?}Yr^}}i:;F:i}:.}}::.YY'•::vi}ri•}:i• :::nw:::::.v:ry:• .:.... :.. -:::.v.{}}y:•.v::.b:^}}:.?p}•:{J}}:}•y:• J .f... v'•. ��i�;:•:•:ii: ��}.':•ii>:r/F4F!!.••;:i�: ..M:.� :. i. �,. •~Y•�'�?. ':�i!!@:}'.`.�} Y�F:}'.'�� !In.•�11f},'G: a::i�1I•�. ''rJ`ii:}:R. 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Any ebjeetien se—made--shall be deemed -a negative vetes. east, ineluding written ebjeetiens timely filed, Hazard,9. in the event ebjeeti_ timely famed te the law firm , shall eithere (1) 1: the eeet until the Partieipants' atterneys next meet and anether vete is takenwith resile whish ease, if all Baid non ebjeeting Partleipants desire to ineur thle enest in any event, they shall eaeh pay their apprepria representative misses l:anot-46ek-meet-in int eest item is sensidered for a vete, the Partieipant shall be deemed te have waived any ebjeetiens and be beend by the. majorityvoteat the seem"' meeting. H T T, 1. ..L.+. ets to �1... >�---=�—a�-ease--�3e��LTse'�QS7C timely_l� -�J____ __ in a-eeardanee—with hl Agreement, should ether Partieipants agree te pay and pay fer said est, Ti CTl a RZrequ-'T'-„-7, the, _b J_.-__n gTarrtie'ipl'3T1 __ -_______-__ December 18 , 1992 , draft - . 4 - F:\OMS\TCS.DiR\0062860.03 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE share-efthe eest, the A make-use-e€--said item until the-Partiaipan e€-the Best III. ALREADY INCURRED JOINT COSTS It is expressly acknowledged that the costs listed on Exhibit "B" attached hereto and incorporated by this reference have already been incurred by some or all of the Participants, and that said costs are proper joint defense costs subject to this Agreement. IV. PAYMENT OF COSTS A. The Participants agree to initially pay a total of $100,000 to defray joint defense costs (sometimes hereinafter referred to as "said fund" or "fund") . said sum shall be deposited in a bank account established for said purposes. The name of the account -shall be the Acme Municipal Waste Joint Defense Group i Account ("Account") , an unincorporated association ("Association") which is hereby formed consisting of the Participants. The purposes of- the Association herein formed include conducting the defense of the Participants and paying any approved joint costs. The law firm of Sellar, Hazard, Snyder, Kelly & Fitzgerald, to the personal attention of Kenton L. Alm, ("Account Firm") shall be December 18 , 1992 , draft - 5 - F:\DMS\TCS.DIR\0062860.03 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE the entity named to receive all bank statements and related documents with respect to the Account unless or until such formal action of the Association is taken to name another Account Firm. The Participants agree that Kenton L. Alm, Tom Haas, _ and each have signature powers with respect to the Account. No payment from the Account in excess of $200. 00 shall be authorized without dual signatures. The Account Firm shall maintain the check books. Quarterly, the Account Firm shall distribute to each Participant's counsel an account statement setting forth the amounts received and expended on behalf of the Association. B. The Account Firm shall arrange for the payment of each approved joint defense cost, as it becomes due and in accordance with the terms of the agreement upon which said cost was incurred. C. At the time that any joint defense cost is incurred by contract or otherwise, the Account. Firm shall inform the creditor that his/its/her continued ' retention may be subject to the continued funding of this or separate joint defense cost agreements by the Participants. Consequently,. any terms and conditions agreed to in order for a joint defense- cost to be incurred shall reflect this uncertainty. December 18, 1992 , draft - 6 - f:\DMS\TCS.DIR\0062860.03 i CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY—CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE V. ��2N'Y'AG SHAt StJS'E1J(3N2` REVSOidS �Jne�s oth�rws rgvIsed as set forth beio , the pex'c�ntac X. ;. s' -a h: <c: ::::::;' :.:::;::::> ::>::> ... f .-- ._..... ..... .. ...:x. .?>?; . :::: ?>?:?..� .... :::......... ...:::.:.................:...................... ......................... ......... ::3> ed.;;as:::>se :.}?ung the >...n : : >::::: !#> ; al. . . : .; . .....................................................................................................:.................:.::. :::-:.....::::::.:...... :.........:::::........:....:::: a :.:....:... t: '.' d;.;:.?. <>::>::;> h :ems::;:.»:_<::: : ?>::;:<;;;: ::.;:: ;;;;:.; tee':.?:.:;.;?:.<:; .. no...:}c3 nwry... _...r. .::.:.:.da. :san. 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V '. WITH OF PARTICIPANT A. After a Participant contributes its share of the joint defense cost obligation described hereinabove, it may not seek or receive any refund of that amount, and waives any claim for reimbursement against the other Participants or creditors whose services or products were purchased or retained based upon said fund. B. Any Participant withdrawing from the Joint Defense Agreement shall be deemed to be withdrawing' from this Agreement, and shall be bound by the terms of the Joint Defense Agreement in connection therewith. C. A withdrawing Participant shall be entitled to receive, however, any and all Protected Defense Materials resulting from the expenditure of said fund; provided, however, . that said Participant shall nonetheless be bound by the privilege, work product and confidentiality provisions (and all of the other provisions) of the Joint Defense Agreement. December 18 , 1992 , draft 8 - F:\DNS\TCS.DIR\0062860.03 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE V . COUNTERPARTS This Agreement shall be executed in multiple counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same Agreement. The original of each executed counterpart shall be delivered to the law firm of Sellar, Hazard, Snyder, Kelly & Fitzgerald, to the personal attention of Kenton L. Alm, for subsequent deposit in a designated repository once this Agreement and the Joint..-Defense Agreement become effective. IN WITNESS WHEREOF, the Participants have caused this Agreement to be executed by a duly authorized representative, as of the date first written above. Each person signing this Agreement represents and warrants that he or she has been duly authorized to enter into this Agreement by, and to bind, the Participant on whose behalf it is indicated that the person is signing. Participant Dated: i i By: i Participant's Counsel December 18 , 1992 , draft - 9 - F:\DMS\TCS.DIR\0062860.03 t Attorney-Client Privilege Privileged and Confidential Joint Defense Communication CONFIDENTIALITY/TOLLING/JOINT DEFENSE AGREEMENT This Confidentiality/Tolling/Joint Defense Agreement ("Agreement") is entered into upon the advice of counsel, effective this day of 1992 by and among the signatories hereto (hereinafter collectively referred to as the "Participants") in connection with the Acme Landfill in Contra Costa County, California (the "Site") . RECITALS WHEREAS, Participants have been named as defendants in the €first amended complaint filed ganuary 234, t'oree2, in Acme Landfill Corporation v. Althin CD Medical, Inc. , et al. , Case No. C91 4268 SBA ("Acme Case") ; and WHEREAS, the Participants have all been alleged to be potentially responsible for response costs under the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §§ 9601 et. sea. ("CERCLA") in connection with the alleged generation, transportation, arrangement for disposal, disposal, or other contribution to the alleged release or j threatened release of hazardous substances, as defined in CERCLA, i at the Site; and i WHEREAS, the Participants desire to cooperate among themselves to explore common issues of law or fact in connection with the Acme Case that may warrant assertion of common defenses or claims and/or i 1 f:\DMS\TCS.DIR\0048266.09 I t Attorney-Client Privilege Privileged and Confidential Joint Defense Communication pursuit of settlements. The Participants recognize that such common interests can most effectively be protected or advanced by executing this Agreement. Exploration in these areas has and may continue to require open and frank communication and exchanges of mental impressions, the confidences of each client, expert opinions, information, memoranda, reports and other documents which are believed to be confidential and/or privileged (all of which will be referred to as "Protected Defense Materials") ; and WHEREAS, the Participants desire that the Protected Defense Materials that have been shared, exchanged and disclosed in the Acme Case to date remain protected at all times from disclosure to any third party; and WHEREAS, in an effort to advance their positions both in settlement and litigation in the Acme Case, the Participants further desire to continue to share, exchange and disclose Protected Defense Materials without loss of confidentiality or waiver of any applicable privilege; and WHEREAS, the Participants and their counsel believe that the disclosure of Protected Defense Materials is reasonably necessary for the purposes for which the Participants have consulted their counsel and is consistent with the need for trial preparation. WHEREAS, the Participants believe that exploration of common interests in the Acme Case will be further enhanced if the Participants are not engaged in active pursuit of claims among 2 F:\DMS\TCS.OtR\0048266.09 I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication themselves arising out of or associated with the Acme Case and therefore desire to postpone asserting/prosecuting those claims against any Participant that has not withdrawn from this Agreement; and WHEREAS, the Participants seek to ensure that by entering into this Agreement they have not in any way reduced, limited, or prejudiced their right to contribution, indemnification or any other form of remedy or relief against any other person or entity, except as otherwise agreed herein. Participants may have currently asserted, and may assert in the future, claims arising out of or connected with the Acme Case against other persons or entities not Participants to " this Agreement. The Participants do not intend through this Agreement to limit, change or affect these claims; and WHEREAS, in accordance with the Code of Professional Responsibility, counsel for the Participants have determined in their professional judgment, that at this time and at this stage of the proceedings they. can adequately represent their respective clients concurrently with. effectuating the principles of this Agreement. The Participants and their counsel further conclude that the common issues of the Participants substantially prevail over any separate issues which, to the extent the separate issues exist, can be deferred for a considerable time. Counsel have r disclosed to their respective clients-Participants that counsels ' actions under this Agreement may constitute joint representation f I 3 F:\DNS\TCS.DIR\0048266.09 I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication of the Participants. Participants, after disclosure of this, understand and consent to such joint representation and understand and agree that this disclosure is based on the facts currently available. Counsel and Participants further understand and agree that, as the case proceeds, there may be additional matters discovered that, in the judgment of counsel, may affect the ability of counsel to adequately represent his/her respective client while participating under this Agreement and that further amendments to this Agreement may prove necessary or that said Participant and its respective counsel may need to withdraw from this Agreement; and 3 e ..:. : :a a <; n t :;:;notes :fit ZI Mnd n such.. c s ..... n .:.' .......... }tii::i.::..:::..:.....::::.v:x::::.:.:_::::::.F':::•:i::?i:':..}:.;;:.,:ry}`:i::.}v:::: iAii:^}}iy•,v,•v:m:.;;ix;n;?!y,}vx^!Y.•. :,.. .: .. . . :::....:......... tYt; ed. ...rets t :.: WHEREAS, it is the professional judgment of counsel for the Participants and the informed judgment of the Participants, based on information currently available that, to the extent that any adverse interests remain or may arise .among the Participants, such conflicts can be addressed through processes defined herein without undue interference or adverse effect upon the joint efforts to pursue comr.on issues. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the Participants agree hereto as follows: 4 F:\DMS\TCS.DIR\0048266.09 i Attorney-Client Privileqe Privileged and Confidential Joint Defense Communication I. GENERAL PREMISES A. The Participants hereby enter into this Agreement in order to promote cooperative and efficient settlement and/or litigation of the Acme Case. This Agreement shall also apply to counter-claims, cross-claims, declaratory relief actions and other claims or cases arising out of the same set of facts as in this action relating to the closure/post-closure of the Site proseCutad as part of the c. : is This Agreement is not intended to cover actions or suits involving such matters as garbage collection rate setting, disputes concerning the Xeller Canyon landfill, or specific- actions between any Participant and other entities (including another Participant) concerning collection or disposal of solid waste, administration of a franchise agreement, or any action between a Participant and an insurance carrier regarding coverage of the within matters. Finally, the following aetion is deemed eevered by this Agreementi . i 929e8, e.., t-. (filed iene 1 *1992) to the extent that ------ therein are germane te the speeifie subjeet fhatter involved in the ftgf!:t , - sueh as the elesure and pest -elesure of the 9the potential generatlen of ineeme from the eentinued operation apf elesere and post elesure of the Aeme sit i 5 f:\DMS\TCS.DiR\004$266.09 Attorney-Client Privilege Privileged and Confidential Joint Defense Communication B. In order to facilitate the general premises of this Section, the Participants agree to the following common principles, goals and objectives: 1. That the Site should be operated and eventually closed and remediated, if necessary, in a socially responsible manner and in a manner that addresses the interests of the citizens of Contra Costa County and the :':: `` atg> =;;fie State of California. ....................................................................... 2. To maximize the amount of money for such closure and remediation from the settlement and/or litigation with other potentially responsible parties (PRPs) at the Site, specifically the owner, operator and industrial waste generators, including as yet unknown or unnamed parties, thus reducing any remaining liability of the Participants. 3. Insofar as the action of these Participants. shall be concerned, to promote the position that municipal solid waste shall not be considered to generate liability under CERCLA at the Site. II. TOLLING A. Except as may be required by order of the court and for. any claims which cannot be tolled, each Participant agrees not to prosecute any such asserted claim (whether denominated as a counterclaim, cross-claim, third-party claim or otherwise) for any and all liability arising out of or connected to the Site against i any other participant ("Claim") from the date of this Agreement to and including the termination of the Acme Case by a final judgment 6 F:\DMS\TCS.DIR\0048266.09 Attorney-Client Privilege Privileged and Confidential Joint Defense Communication entered by the United States District Court or by the full and final settlement of the litigation. If any Participant has a claim which the Participant believes cannot be tolled, the Participant shall notify in writing the other Participants within thirty (30) days of the discovery of such claim, or the determination that any such potential claim cannot be tolled. This tolling provision shall be voided as to any Participant who subsequently withdraws from this Agreement from that time forward. B. Each Participant agrees to toll from the date of this Agreerent to the date a -Participant withdraws from this Agreement or further participation is terminated pursuant to paragraph V.$k, the running of time in connection with any applicable statute of limitations, statute of. repose, estoppel or similar law and promises not to assert or plead any defense based on statute of limitations, laches, waiver, estoppel or any other statutory, common law or equitable defenses related to the timeliness of the i assertions of a Claim by any other Participant; provided, that this waiver shall not apply to any such defense to the extent that defense has become established on or prior to the effective date of I this Agreement, it being the intention of the Participants to prevent the assertion of defenses which may ripen by lapse of time I after the date of this Agreement. Each participant preserves all i other equitable and legal claims and defenses against other Participants. 7 F:\DMS\TCS.DIR\0048266.09 r Attorney-Client Privilege Privileged and Confidential Joint Defense Communication C. This Agreement shall not limit any Participant' s right to pursue any claims against any person or entity not a party to this Agreement, or any Participant who fails to comply with or withdraws from this Agreement. III. JOINT PROSECUTION/DEFENSE/COSTS A. without admitting liability or waiving defenses, the Participants, in furtherance of their mutual best interests, hereby agree to engage in a cooperative effort to: 1. Establish joint privilege and protection of work product in .contemplation of existing and potential litigation arising from environmental conditions at the Situ ai" t'» e >8i •:.:::.,..:,:...::::.:::?':::i:>:::.::?�:.:?.;y};?.;:?:+;}}iX?!.:ry}:v::6:....:S:G}`:i!i?!Lr:!!pi:??"i}ii:+.-}}•::..v.:.:::..?:???.i::.}::::... v..i:.•y,.y.••}y}••k dd. .:.W' r� <:><>>Q ..... ::... : .:<:::>.. .::::<.>: VmmuitQnsl<' cox' .: :...: . e :`' d:<romts:; har °artt :. tion ...:...v::...,....:..�;}::...::^?:i;i:?Ly;v?•.!.:1::+i:!}}}}:i:??h'1.:..;;r:!+'?i:.};'•}•,•,iy...k-Y,.-'}:•iY.:v.:..":.. ^:J:;}::..,i:!iiSii>i:iiii and 2 . Utilize the coordinated efforts of inside and outside resources, including the experience and expertise of counsel; and 3 . Organize and conduct common responses where practicable in the Acme Case and otherwise share resources with respect to common issues. B. To effectuate the purposes of this Agreement, the Participants agree to maximize the cost-effective and efficient assimilation, preparation, compilation and dissemination of information which protects or advances the common interests of the 8 F:\DMS\TCS.DIR\0048266.09 Attorney-Client Privilege Privileged and Confidential Joint Defense Communication Participants. A document repository shall be created which shall be available and accessible to all Participants. C. In order to effectuate the terms of this Agreement, each Participant agrees to disclose to the remaining Participants under this Agreement, or to joint defense counsel, information and documents relevant to the purpose of pursuing the joint defense or joint claims (including, but not limited, information, reports and opinions transmitted to and received from experts retained by an� or all Participants) , or pursuing joint settlement (hereinafter "Protected Defense Materials") without the necessity of formal discovery requests. To the extent that an expert is retained by a Participant to assist in developing a defense related to the specific circumstances faced by said Participant and not for the Participants as a whole, the Participant may elect not to disclose said documents to the Joint Defense Group. This agreement to informally disclose does not apply to any written or oral communication between counsel and his/her respective client nor to those portions of any work product developed solely by said counsel for advising his/her client concerning defenses specific to said client. Nor does this informal disclosure agreement affect inter- i office memos or privileged work product developed by counsel (or counsel 's firm) for other matters. Each Participant further agrees to act in good faith in carrying out this provision to provide Protected Defense Materials and in assisting in other matters I 9 F:\DMS\TCS.DIR\0048266.09 Attorney-ClI ent Privilege Privileged and Confidential Joint Defense Communication reasonably related to joint defense. However, ultimately each Participant through its counsel will determine what documents will be voluntarily made available pursuant to this paragraph. D. Protected Defense Materials disclosed by the Participants pursuant to this Agreement shall be disclosed to any other Participant and each Participant hereby expressly consents to such disclosure for the sole purpose of asserting or exploring any joint claims or defenses or pursuing a settlement in the Acme Case. Such disclosure shall not be deemed a waiver of the attorney-client, attorney-.work product or other privilege. E. In order to carry out the purposes of this Agreement, the Participants may retain common counsel or technical consultants or otherwise share expenditures relating to their mutual defense. No such joint defense expenditures are specifically authorized by this Agreement. The Participants agree that the nature, scope, and allocation of any costs to be shared will be the subject of future agreements. Such future agreements, if any, shall allocate cost sharing, including costs of joint counsel, in a manner consistent with the express intentions set forth in this Agreement. Notwithstanding that common counsel may be retained with respect to any matter, each Participant reserves the right to retain its own counsel at its own expense. 10 F:\DMS\TCS.DIR\0048266.09 i Attorney-Client Privilege Privileged and Confidential Joint Defense Communication Agreement. These jeint eests will , things,ameng other deetifftentg preduetion, engagement of emperts—, Hewever, a xcept as set forth in the Joint Cost Sharing Agreement, no Participant shall incur any costs on behalf of any other Participant or in any way may obligate any other Participant to any liability for costs incurred by said Participant. The sharing of joint costs is in 'no way to be deemed as a waiver of any claims, including contribution/indemnity, that any Participant may have against any other Participant, nor are any cost sharing proportions agreed to by the Participants in any way to be deemed to reflect the relative potential liability of any Participant. F. In order to reduce costs and/or efficiently prepare for defense of this action, the Participants agree to a sharing of certain of the burdens of the defense. The Participants agree to divide up certain defense tasks such as depositions, review of expert reports, attending hearings and other litigation responsibilities which can reasonably be shared among the j 'Participants. Said sharing of burdens is not intended, unless i otherwise agreed, to in any way reduce or alter any Participant's allocated share of joint costs. The manner of sharing of burdens, and each specific burden of shared defense undertaken by a particular Participant, shall be approved by a majority of the 1 1 F:\DMS\TCS.DIR\0048266,nq I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication Participants prior thereto. No Participant shall be required to undertake a shared burden unless said Participant agrees accordingly. Where a Participant, or its counsel, is representing the Participants as a group on such matters as a deposition or a hearing, and said representation has been previously authorized by jacjr the group, any statements, objections, motions or other actions taken by the representative shall be on behalf of the group as a whole unless specified differently at the time of said action. Further, if so requested by any Participant or its counsel, the representative shall have authority at the deposition, hearing or other legal matter, to make any objections or other statements or representations on behalf of the Participant so requesting, identifying said requesting Participant as the party making the objection or representation involved. The representative shall make a good faith effort to present any relevant objections or representations in order to protect each Participant herein, and, to the extent that prior to the deposition, hearing or other legal matter, said representative has been provided with written objections, he/she will make said objections or representations. The joint defense and joint burden sharing is not intended to bar or limit any Participant from conducting its own discovery and defense with respect to this action, including such matters as 12 f:\DMS\TCS.DIR\0048266.09 i I Attorney-Client Privilege Privileged and confidential Joint Defense Communication motions to compel if the Participants as a group do not elect to conduct said discovery or undertake said motions. IV. CONFIDENTIALITY A. Each Participant agrees that this Agreement and all Protected Defense Materials received from any other Participant or its counsel P g pursuant to this Agreementwent ;::<:>:.:.;;:«;:>::.::::..:::..:;.::::;:::...;:.;:<;.:. :.:.;:::::»::::.::..: > : >: , Q at��pan rr e to the maximum extent allowed by law, shall be held in strict confidence by the receiving Participant(s) , and that such Protected Defense Materials shall be used only in connection with the Acme Case or related actions, unless otherwise agreed to by the Participants to this Agreement, including the Participant initially disclosing the Protected Defense Material involved. Any Participant receiving Protected Defense Materials pursuant to this Agreement agrees to distribute the Protected Defense Materials only in ways consistent with the privileges protecting such Protected Defense Materials. Each Participant shall take all necessary and appropriate measures to ensure that any person who is granted access to any Protected Defense Materials, who participates in work on joint projects or who otherwise assists any counsel in connection with the performance of this Agreement, is familiar with the terms of this Agreement and complies with such terms as they relate to the duties of such person. Eaeh Partielpant, as af the date of this Agreement, agrees that all diseus-i--, _emnunieatians and sharing of any de-eumenI 13 F:\DMS\TCS.DIR\0048266.09 .cr Attorney-Client Privilege Privileged and Confidential Joint Defense Communication by the jeint defense group Partieipants or their representatives—, ineltiding all i Agreement.eemmttnleatiens and deetiments shared &rthe effeetive date of this Agreement, are fully subjeet to t eenfidentiality )ns eentained in this B. Protected Defense Materials that are exchanged in written or document form and are intended to be kept confidential may, but need not, be marked "Confidential" or with a similar legend. if such Protected Defense Materials become the subject of an administrative or j�idicial order requiring disclosure by a Participant, the Participant may satisfy its confidentiality obligations hereunder by asserting the privileged and/or confidential nature of such information and notifying the Participant that generated the Protected Defense Materials and giving such Participant an opportunity to protect the confidentiality. C. The Participants intend to protect- from disclosure all Protected Defense Materials exchanged among any Participants to the greatest extent permitted by law regardless of whether the exchange occurred before execution of this Agreement and regardless of whether the Protected Defense Materials are marked "Confidential. " D. The confidentiality provisions of this Agreement shall not apply to information which is now or hereafter becomes public knowledge without violation of this Agreement or which is 14 F:\DMS\TCS.DIR\0048266.09 Attorney-Client Privilege Privileged and Confidential Joint Defense Communication obtainable from a Participant pursuant to discovery procedures and not otherwise protected from disclosure. E. In the event a Participant withdraws from or fails to comply with this Agreement, the withdrawing or breaching Participant shall remain obligated to preserve the confidentiality of all Protected Defense Materials received or disclosed pursuant to this Agreement, except to the extent that said withdrawing Participant was the person originally generating the subject documents or information. This confidentiality restriction shall not cease upon termination of the within Agreement. Any Participant withdrawing from this Agreement is prohibited from disclosing any documents included in the Protected Defense Materials, unless LL the remaining Participants so agree _LjjJ the withdrawing Participant initially produced the Protected Defense Materials in question or (iii) —only to the extent the Protected Defense Materials were disclosed ` ° ,.n►....ar `°'a # by the . ............................................... ..... .......... withdrawing Participant pursuant to the terms of this Agreement before it withdrew. Any materials disclosed pursuant to the terms of this Agreement by the withdrawing Participant prior to such withdrawal, shall not be further disclosed by the Participant, its consultants, agents or representatives without the prior written consent of a majerity of the remaining Participants. This ` Confidentiality Agreement will remain subject to lawful orders of a court of competent jurisdiction. 15 F:\DMS\TCS.DIR\0048266.09 I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication F. If a Participant withdraws from the group, is expelled or is for some other reason, no longer a Participant in the group, the Participant shall keep confidential all information, reports, documents and other communications concerning any information received from any joint consultants retained by the Participants prior to withdrawal; the withdrawing Participant shall not disclose to any n any of said information that the Participant may have obtained as a result of the retaining of the joint . consultant; and the withdrawing Participant shall not disclose as an expert any joint consultant so retained by the joint defense group.- without the p- , . None of the materials, information and records obtained by the withdrawing Participant from the joint consultant, prior to the Participant's withdrawal, shall, be used to impeach the joint consultant in any subsequent deposition, hearing or trial of this case. Mr con a of fih . �a. ' � � ;p EALTERHATIVE B3 B. A withdrawing Partielpant may diselese any information greup prier to the Partielpant's withdrawal: - te any other i16 F:\DMS\TCS.DIR\0048266.09 Attorney-Client Privilege Privileged and Confidential Joint Defense Communication withdrawing Partieipant shall not be autherized to h_ -..y f-ttrIther eantaet I. any joint eensultants retaineel by the joint defense Further, atterney i materials,privileges that the joint defense greup may have. Nene of infermatien and Teeerels ebtained by the withdrawingPartlelpant from the joint i withdrawal, prior to the Partieipan deposition,shall be used t6 iiapeaeh the jeint eansultant in anystibseerdent heari,-, trial of this ease. The then in existenee. F�s. Any Participant to this Agreement shall have the right to file suit to enjoin any breach of the confidentiality agreement with respect to disclosure of Protected Defense Materials except where the Participant seeking to disclose information or documents is the original generator of said documents or information and the legal holder of any related privilege. The prevailing party in such a suit to enjoin shall be entitled to its attorney' s fees and costs. 6 The attorney-client privilege and related attorney work i product privilege remain the privilege of the' Participant who 17 F:\DMS\TCS.DIR\0048266.04 I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication generated the documents and information disclosed to the remaining Participants or joint defense counsel pursuant to the terms of this Agreement. It is not intended that the provision of Protected Defense Materials or the execution of this agreement shall deprive a Participant of the right to assert or waive said privilege in this or any other action or proceeding. Documents exchanged or disclosed remain the property of the Participant who provided them. 14 . In order to maximize .protection of confidentiality as to Protected Defense Materials, the Participants agree that to the maximum extent practicable, confidential information received pursuant to this Agreement will be maintained in separate files. V. WITHDRAWAL OR TERMINATION OF PARTICIPAA`T A. Any Participant may withdraw from this Agreement by giving written notice by' certified mail to every other Participant both of its intent to withdraw and the date by which said Participant deems its withdrawal effective. B. Unless a withdrawing Participant in good faith determines that a shorter period of time is - necessary, such withdrawing Participant shall provide notice of his intent to withdraw from this Agreement at least thirty (30) calendar days in' advance of the date it deems its withdrawal effective. C. Any Participant withdrawing from this Agreement shall not claim or assert that counsel representing the remaining Participants to this Agreement, or any joint defense counsel so 1 8 F:\DMS\TCS.DIR\0048266.09 i Attorney-Client Privilege Privileged and Confidential Joint Defense Communication retained, have a conflict of interest in their continued representation of the remaining Participants of this Agreement, nor shall any such withdrawing Participant object to counsels' continued representation in the Acme Case on behalf of the remaining members of the Agreement. Further, said withdrawing Participant shall not assert any work product privilege against any remaining Participants regarding any materials developed while a party to this Agreement which were developed pursuant to this Agreement for joint defense use. These provisions are intended to be reciprocal in that neither the remaining Participants nor their respective counsel shall claim or assert that the counsel representing the withdrawing Participant .has a conflict of interest in his/her continued representation of the withdrawing Participant of this Agreement, nor shall any such remaining Participants object to counsel 's continued representation of the withdrawing Participant in the Acme Case. The withdrawing Participant shall not use jeint Defense Materials generated or produced by other Participants or their respective counsel (including work product covered by this I Agreement) , in any manner inconsistent with the intent of this I Agreement or with the joint defense of the remaining Participants. In particular, said withdrawing Participant shall not disclose any of the joist ed Defense Materials to the court or use them .................................. to attempt to impeach or rebut the position taken by any 19 F:\DMS\TCS.DIR\0048266.09 I i Attorney-Client Privilege Privileged and Confidential Joint Defense Communication Participant. However, nothing contained herein shall prevent a withdrawing Participant from relying on the information and legal theories gained through participation in this Agreement in preparing its case for litigation so long as the actual documents and work product protected hereunder is not disclosed to any non- Participant. D. Any Participant withdrawing from this Agreement shall remain obligated to pay its respective share of all joint defense costs incurred to the effective date of the withdrawal of the Participant. Said cost shall be ' paid by the withdrawing Participant within thirty (30) days after the effective date of said withdrawal. E. Three fourths a � ! of the remaining Participants, through the vote of their attorneys, may, at any time, determine that it is not in the best interest of the Participants as a group to have a particular Participant continue as a member of the Agreement. Upon such determination, the Participants shall serve - written notice upon the said Participant of such decision, and such Participant shall cease to be a member of the Agreement within ten (lo) days of the effective date of said notice. The same rights, , obligations and responsibilities shall apply to said Participant as if it had voluntarily elected to withdraw from the Agreement. The only remedy available to the Participant whose membership has been so terminated shall be the right to file suit for return of the 2 0 F:\DMS\TCS.DIR\0048266.09 1 I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication Participant's proportion of joint expenses for which said Participant did not receive adequate value, due to the termination of its joint defense group membership by the vote of the remaining Participants. If a dispute under this paragraph arises, before any suit is filed, the remaining Participants and the Participant whose membership was terminated agree to attempt to resolve the dispute concerning return of monies through mediation before an impartial third party. VI. NOTICE OF INTENT TO SEER DISMISSAL - SETTLEMENTS A. Any Participant prosecuting a defense with the purpose of having itself dismissed from the action, including motions for summary judgment, shall give the remaining Participants reasonable written notification of said intent to file such a motion or take such other action seeking dismissal. : ...::.:Y..:.,........:...:.,;:.::::..:.::::.::.:::::::..:::. ...... :.. :. :.::.: .:<: ,.//tt.::.. ..,.. :: tt ►::;.;Q ;:%< :- ;:i�..... S r!Q !d.f....Zji :.Q'. t7llY' 1: 8.1128 $ 1r.lr :........... :.:.:::.::..:..,v:.:.:.::.:.:.::..,.w:: E. fir......Q ...... $ $....E3:.'>. •a...... 3P� ;;. Q3�.... :..... rte...........$ ( •`fliftl�'r ::-. rt:�...::.._-:...`<: :..: ":::.i'.:::.::•:'.:i%i'r�•.:'.::v:..:...::.:i`i?}:'.ii'-:::.:::•;.r::.:;.+:.:-::•.}":.:::...:.:.::}:<.:.•:.::•[::::.:�'.•..::::.::::v::<:<::::::::.�::::.::::::.�::::..::r:.�.;.;..v::..:::.::.:....:.::':.�:.:':::..::':.�:::.::.:w,:::. ,_:......�.: meet ani confer Or th 1�art c . rants r rrr to apprcnr rtq any sAttl,e tteht ........::.... . ......: i pf the &tete Com aCt . a Costa ount ConteCostaont agrees t2 $ .;;<itsnt�snt, given f suosu h hav�nq ;the shave mentioned causes of action :removed` ; raa 'edxel urisd cti.on, 1s to: seek zt ;global sett3 ement of those causes o action 'with the CEf2CLA ;Cause. Q .. action `` participants shat nvt 2 1 F:\DNS\TCS.DIR\0048266.09 I I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication opc►s� der�Ip of o any' of thebov �nnt oned causes o actlr�n tri fixate Cou and shalt seriously cr�ns�der33ing written stag : :s h:: h�::: : `edera :..... ...zn su... c► ' vii ... CQr ;.;G » cu ontracrsta Cost :. urer;:: o°>:g . <: : e edx;actt>:b ci ants::>gin:<:>t2fite . . ....... :: :a .. ..........:. .............._... ..... ........:.:. :::::::..:::::::::::.::::::.:.::::.:..:. .:::::: .:::cc P .......:.:.:.:::.:....:..:....:..:.:::.:::.::::.::::::::.::::::: :::.:::::.:.....::: :.:::..:::.::::.......:.............:..:................:....:..::.::::::.:: ... ..;: .. :; ntx ned::. au .... ....Q .......: t .... .::. n.::.:._ :.1 :;c s ..:: ;:< €ow v >:..... . heensrtended tp b�rtd future e3ected bodes:; $C. Each Participant shall have the right independently to approve or reject any settlement offer received ay it from any party to this action, or to make a settlement offer to any party to this action, provided, however, that the refusal of any Participant to agree to proposed group settlement shall not prevent the other Participants of this Agreement from entering into such a settlement with any third party. V1. INSURANCE The Participants do not intend to make any agreement and this Agreement shall not be construed in a- manner that will prejudice any Participant with respect to its insurers. On the contrary, it is anticipated that the cost effect and efficient defense provided by this Agreement will benefit such insurers. 2 2 F:\DMS\TCS.DIR\0048266.09 Attorney-Client Privilege Privileged and Confidential Joint Defense Communication VII. NO DISCRIMINATION IN EMPLOYMENT In connection with performance of any work pursuant to this Agreement, the Participants agree not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, creed, color, religion, sex, national origin or ancestry. VIII. CONSTRUCTION OF THIS AGREEMENT A. Additional Participants Any person or entity with common interests with the Participants may join this Agreement upon majority approval of the Participants by executing a copy .of this Agreement as in effect at the time of such execution. 8 ....... texe mai c ax'av xad this ;c ent .........:.::w::::v.........:.;..::::��::::..:.:�..:::•.:'i.>}i»•.;.v:....:i.i>iiii::':.:••'.»i>F••;.::.:v.v... �::::::.:: .....:...•. .:::.:.. .. ........:..... ...... ::».Y.:.V:-:<^?»:4:-::i•:>'^:is»>'->}}'is"•:>»:ti4i':i......::'v...»:�»:tni:4i::..4i:y>:i•nYp:.::'•..:F'-i>'^..•.:::..:..:::�:`.•:::. - �l �' �:. ::i:::i: .:::; :..::.. .:' ii:: :: :.:. :.:.. '?i-: 'i•>: 1. '. .. ...: ::i:: .1'... ":• ' ............ .r:i:v:R.L..vn.:\n i...n.:..v>._: ... ..L....v.>.. y;:;:v:>:•:..:::•..n...n.....:.Ny::>:;..h..:n>-v,.;:::.i%:?.>. >?iY>..•->y%•.......:'.:::..............!::>::Y. -.v:.v::•:nvn..:......::. :r..:::. -.v:.::w.v..•:.. ......,.•.v-.,..:nx:vv:v:• + n•.v.•m:vvnu:. ::::..::.::v.: .. y...::r.•.v w.:..:....>.•;�.. :E?!-': .....:d-.....:... _i:i:<'".'..:�.:;;}::'n.•..:::.:::...::..:::.}. .:..:...:...>>..:.....-. .::"::ii:.: :.-...iii:. :•�...:. ' 'M i:} "•1{' ..�l�,M f1►JR! ::..:..::..:..:::.:.::::.:::::::.::.::.:.::.:.:. act an�:<<�ra�..:�:e+�:: :..:::�x:.: ►��-. ±.� : . �r rcaF r�' :�. ...:.::..�... epresel�tat �te FEW me shal3`> ;< t ed........................ vote on ba`lf of ;Wore tri o> eapt :....:nor shah xhn. repre q;itat ve o ahs art c pa3 t # rsd `to vote fide above j same requirements shat �ppir to am other percentage approva3 i required under the terms of this Agreement. C txon �y ;hint` T�efense :>�roup j i i i 23 F-\DMS\TCS.DIR\0048266.09 i j Attorney-Client Privilege Privileged and Confidential Joint Defense Communication fly act ort to be taken by ;the J61 t*.,* de'fense Group sYtal requireaal of the; Parxcipants as; set forth agave, ung e a d. fer >' x �ntag �qu�rement is ;spec i f Bb. Denial of Liability The Participants each deny liability or responsibility for any response costs, damages or other costs in connection with the Site. In no event shall entering into this Agreement or the Agreement itself be construed or used in any manner either as an admission of any responsibility or liability by any Participant or as a waiver by any Participant of any defenses or claim except as specifically provided in paragraph II herein. Governing Law This Agreement shall be governed by and shall be construed and enforced in accordance with the prevailing law of the Ninth Circuit with regard to the existence of relevant privileges .and the work product doctrine. To the extent that the Federal law of the Ninth Circuit relies on State law and with respect to all other matters, the laws of the State of California shall be deemed to control. Rh. Successors This Agreement shall be binding upon and shall enure to the benefit of the successors and assigns of the Participants. F4. Agreement as Complete Intearation/Amendments 24 F:\DMS\TCS.DIR\0048266.09 Attorney-Client Privilege Privileged and Confidential Joint Defense Communication This Agreement is intended as the complete integration of all understanding among the Parties. No prior or contemporaneous addition, deletion or other amendment shall have any force or effect unless embodied herein in writing. No subsequent novation, renewal, addition, deletion or other amendment hereto shall have any force or effect unless embodied in a written amendatory or other agreement executed by a majority of the Participants. -FH. No Third Party Beneficiaries It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement shall be strictly reserved to the Participants. This Agreement is not intended, and shall not be construed, to create any rights and/or obligations in third parties. 6 . Counterparts This Agreement shall be executed in multiple counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same Agreement. The effective date of this Agreement shall be as set forth above, or the date that at least six (6) of the Participants have executed this Agreement, whichever date is later. An original of each counterpart so executed shall be forwarded to Kenton L. Alm at Sellar, Hazard, Snyder, Kelly & Fitzgerald, i 1111 Civic Drive, Suite 300, Walnut Creek, CA 94598 . Each of the I original counterparts shall subsequently be placed in a joint c t i 25 F;\DMS\TCS.DIR\0048266.09 I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication defense repository once the Agreement has become effective, and the repository established. ice. Severability If any provision of this Agreement is held to be unenforceable, the remaining portion shall nevertheless remain in full force and effect. IN WITNESS WHEREOF, the Participants have caused this Agreement to be executed by a duly authorized representative, as of the date first written above. Each person signing this Agreement represents and warrants that he or she has been duly authorized to enter into this Agreement by, and to bind, the- Participant on whose behalf it is indicated that the person is signing. Participant Dated: By: 26 F:\DMS\TCS.DIR\0048266.09 Attorney-Client Privilege_ Privileged and Confidential Joint Defense Communication-- CONFIDENTIALITY/TOLLING/JOINT ommunication:CONFIDENTIALITY/TOLLING/JOINT DEFENSE. AGREEMENT This Confidentiality/Tolling/Joint. Defense Agreement ( "Agreement") is entered into upon the advice of: counsel, effective this day of , 1993 by and among the signatorieshereto '''�rinafter collectively referred. to asp- the , _.. _ "Participants") ii ndfill in. Contra. Costa County, Cali WHEREAS, Par /- 26 defendants in: the. second amended co �, 2_, in Acme Landfill. Corporation v. Alznll-,- -�� Case No. C91. 42.68 SBA. ("Acme Case") ; and WHEREAS, the Participants have. all.. been alleged to. be potentially responsible for response. costs, under the: Comprehensive. Environmental Response, Compensation and Liability Act:, as. amended., . 42. U. S . C. 9601 et.. sec. . ("CERCLA") in connection with the alleged generation, transportation, arrangement; for disposal, disposal, or other contribution to the alleged release. or- threatened release of hazardous substances, as -def-ined_ in CERCLA, at the Site; and WHEREAS, the Participants desire to cooperate: among themselves to explore.- common issuesof. law or. fact, in connection. with the- Acme- Case that: may warrant assertion of. common defenses or claims and/or.- Joint Defense Agreement February 12, 1993 1. F:\DMS\TCS.DIR\0048266.11 I I r Attorney-Client Privilege Privileged and Confidential Joint Defense Communication pursuit. of settlements. The Participants- recognize: that. such: common. interests. can most. effectively be protected. or advanced. by executing this Agreement. Exploration in these areas has and may continue to require open and frank communication and exchanges of. mental impressions, the confidences of each client, expert opinions, information, memoranda, reports_ and, other documents, which: are believed to be confidential and/or- privileged. (all_ of: which will. be referred. to as "Protected Defense Materials") ; and WHEREAS , . the Participants desire that:- the_ Protected. Defense Materials that- have been shared, exchanged and. disclosed in the Acme, Case to date remain protected at.. all times from: disclosure. to any third. party; and WHEREAS, in an effort to advance their positions both in settlement and litigation in the Acme: Case, the. Participants further desire to continue. to share, exchange and. disclose Protected. Defense. Materials without loss of. confidentiality or.- waiver- of any applicable privilege; and WHEREAS , the Participants and their. counsel believe that the disclosure of. Protected Defense Materials- is reasonably necessary for the purposes for. which the Participants, have consulted their counsel and is consistent with the need for trial. pr.eparation. WHEREAS, the- Participants believe that exploration of: common interests: in the. Acme Case- will- be, further' enhanced. if the. Participants are. not- engaged in active. pursuit- of. .claims among Joint Defense Agreement. February 12, 1993 2.. F:\DMS\TCS.DIR\0048256.11 I J i Attorney-Client Privilege Privileged and Confidential Joint-. Defense Communication- themselves ommunicationthemselves arising out: of. or- associated with the Acme Case and. therefore.- des-ire.. to postpone asserting/prosecuting those claims against any Participant that has not- withdrawn from this Agreement; and. WHEREAS, the. Participants seek to ensure that by entering into this Agreement they have not, in any way reduced., limited, or.- prejudiced their- right to contribution, indemnification- or any. other form. of remedy or relief against, any other person- or- entity, except as- otherwise agreed herein. Participants- may have. currently asserted, and, may assert in the future, claims arising out- of or. connected with- the. Acme: Case. against other persons. or..- entities not.: Participants to this Agreement. The Participants do not- intend. through this .Agreement to limit, change. or affect, these claims; and WHEREAS , in accordance. with: the Code of Professional. Responsibility, counsel for- the. Participants have determined in_ their- professional_ judgment, that at this- time and., at_ this stage of. the proceedings they can adequately represent- their_ respective clients concurrently with effectuating the- principles of this Agreement. The Participants and their- counsel further conclude that. the . common issues of the Participants: substantially prevail. over any separate issues which, to theextent the. separate issues exist, can- bew deferred for a considerable time.. Counsel. have disclosed. to their-. respective clients-Par.ticipants. that• counsels ' actions under- this Agreement may constitute joint-.- representation Joint Defense Agreement, February 12, 1993 3 F:\DMS\TCS.DIR\0048266.11 Attorney-Client Privilege Privileged and confidential Joint Defense Communication of the Participants. Participants, after disclosure. of this , understand. and. consent_ to such joint- representation and. understand. and agree that. this .disclosure is based on the facts currently available. Counsel and Participants further understand and agree that, as the case proceeds, there may be additional matters discovered that, in the judgment of counsel, may affect the- ability of counsel- to adequately represent his/her- r.espective. client- while. participating under- this Agreement and that further- amendments- to this Agreement may prove necessary or- that-, said. Participant and. its. respective. counsel may need to withdraw from this Agreement. Notwithstanding such possible. joint representation, each Participant: shall be entitled to retain the: same counsel or law firm for any cross-claims which may be filed in the Acme Case. WHEREAS, it- is the professional.. judgment of' counsel for- the Participants and the informed judgment-of-the Participants, based on information currently available that, to. the: extent- that any adverse interests remain. or. may arise among the Participants, such conflicts, can be addressed through processes def?ned herein without- undue interference or. adverse- effect upon the joint efforts. to pursue common issues. NOW, THEREFORE, in consideration of the premises and mutual I agreements contained herein, the Participants agree hereto as J follows: Joint Defense Agreement February 12, 1993 4 F:\DMS\TCS.DIR\0048266.11 i 1 Attorney-Client Privilege Privileged and Confidential Joint- Defense Communication I.. GENERAL PREMISES A. The:. Participants hereby enter.- into this Agreement in. order to promote cooperative and efficient settlement and/or- litigation of the Acme, Case. This Agreement: shall also apply to counter-claims , cross-claims, declaratory relief actions and other- claims or- cases arising out_ of: the. same,- set- of- factsas in this action relating to the closure/post-closure. , of the Site and prosecuted as part-. of the Acme, case. This. Agreement is not intended to cover actions or suits involving such matters. as garbagecollection rate setting, disputes concerning the Keller- Canyon landfill, or- specific actions between any Participant and. other entities (including another Participant) concerning collection or disposal, of solid waste, administration of a, franchise agreement, or any action between . a Participant- and. an insurance carrier- regarding coverage: of: the-- within matters:. B. In order to facilitate. the general, premises of. this Section, the Participants agree to the following common principles, goals and ob]ec-Lives: L. That the. Site should.. beoperated. and eventually closed and remediated, if necessary, in a socially- responsible manner and in a manner that addresses the interests of the citizens of Contra Costa County and the requirements of. the_ State. of California. 2 . To maximize the. amount_ of money for- such closure_ and f remediation from the settlement and/or litigation with other- f i Joint- Defense Agreement February 12, 1993 5 P:\DMS\TCS.DIR\0048266.11 Attorney-Client Privilege _ Privileged and Confidential. Joint Defense Communication- potentially responsible. parties (PRPs) at the Site:, specifically the, owner.-, operator- and industrial waste.. generators, including as yet" unknown, or unnamed parties , thus reducing any remaining liability of- the Participants. 3 . Insofar as the action of these Participants shall. be concerned, to promote the. position that municipal.. solid. waste� shall. not be considered to generate liability under� CERCLA at" the Site. II`. TOLLING A. Except as may be required by order- of the. court and for- any claims which cannot be tolled, each Participant' agrees- not- to prosecute any such- asserted- claim" (whether, denominated.. as. a. counterclaim, cross-claim, third-party claim or otherwise) for: any and all. liability arising out: of or connected to the. Site against"_ any" other. Participant ( "Claim") .from. the date.. of this Agreement- to. and including the, termination-. of.- the, Acme,. Case by a., final. judgment- entered by the United States District Court or by the full. and final settlement of the litigation. . If. any Participant, hasa claim. which the Participant believes cannot be tolled, the Participant- shall articipantshall notify in writing the other Participants within thirty (30) days of: the discovery of such claim", or.- the determination. that any such potential claim cannot be tolled. This tolling. provision shall be voided as to any Participant who subsequently withdraws I from- this" Agreement from_ that: time forward.. 1 I Joint Defense Agreement f February 12, 1993 6 r:\DMS\TCS.DIR\0048266.11 i I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication- B. Each. Participant agrees to toll from, the date: of this Agreement- to sixty (60) days after the- date a Participant withdraws from this Agreement, or further participation is terminated (pursuant to Section V. of this Agreement) , the running of. time in connection with any applicable statute of limitations, statute of. repose, estoppel. or. similar law and promises, not- to: assert. or.: plead._ any defense based on statute of limitations, laches, waiver-,. estoppel or.- any other- statutory, common. law or- equitable- defenses related to the timeliness of the. assertions of-.'a- Claim. by any, other. Participant-; provided, that- this waiver- shall. note apply to any such defense to the extent- that. defense has: become established. on or, prior: to the. effective. date of. this Agreement-, it: being the intention of. the Participants to prevent the assertion of defenses which. may ripen by lapse of time: after the date.- of` this Agreement... Each participant preserves ail other equitable..: and. legal claims and. defenses against other-- Participants. C. This Agreement. shall not limit any Par-ticipant ' s right: to pursue any claims, against- any person or- entity not, a- party to this Agreement', or, any Participant who fails to comply with. or- withdraws from this Agreement.. IIL. JOINT- PROSECUTION/DEFENSE/COSTS A. Without admitting liability or waiving defenses; the. Participants, in furtherance of. their- mutual..best- interests; hereby agree to engage in. a cooperative effort- to: Joint- Defense Agreement February .12, 1993 7 F:\DMS\TCS.DIR\0048266.11 i I Attorney-Client Privilege Privileged. and Confidential Joint Defense Communication 1. Establish joint- privilege- and protection of work. product: in contemplation of existing and potential. litigation. arising- from- environmental conditions at the Site, said joint privilege- and protection of work product to in , addition- apply to all communications, correspondence and documents shared, in anticipation of. the. formation of. this: Joint. Defense Group-; and_ 2. Utilize:. the coordinated efforts: of inside: and._ outside resources, including the experience and expertise of counsel.; and.. 3 . Organize and conduct: common responses. wher.e. practicable in the Acme Case. and otherwise share resources with. respect- to common issues. B. To effectuate the purposesof this. Agreement, the Participants agree. to maximize the cost-effective and efficient- assimilation., preparation, compilation and. dissemination of. information which protects or., advances- the. common interests of the_ Participants.. A document repository shall.. be created. which shall be. available and accessible to all. Participants. C.. In order to effectuate the. terms of this Agreement., each Participant agrees to disclose to the remaining. Participants under this Agreement, or to joint- defense counsel, information and documents relevant to the purpose of pursuing the joint defense or joint- claims. (including, but:. not limited, information- reports and opinions: transmitted. to and. received. from experts retained. by any or all Participants) , or- pursuing joint•_ settlement:.. (which will. be Joint Defense Agreement. I February 12, 1993 8 F:\DMS\TCS_DIR\0048266.11 1 I i f Attorney-Client Privilege Privileged and Confidential Joint-: Defense- Communication deemed to be "Protected Defense Materials" hereunder) without:. the necessity of: formal. discovery requests. To the extent-. thatan expert- is retained by a Participant to assist. in. developing a: defense related to the specific circumstances faced by said Participant and. not for the Participants as a whole, the Participant_ may elect- not, to disclose. said. documents: to. the_ Joint; Defense. Group. This agreement. to informally disclose does not- apply to any written- or- oral. communication between counsel. and- his/her ndhis/her respective. client: nor to those- portions of_ any work. product developed.. solely by saidcounsel for. advising: his/her client- concerning defenses specific to said client-. Nor- does this informal. disclosure agreement: affect inter-officememos or privileged work. product developed by counsel (or counsel ' s firm) for other- matters. Each. Participant further, agrees to. act in good faith-. in•. carrying out• this provision to- provide Protected_ Defense Materials- and in. assisting in- other- matters reasonably related. to joint: defense. However., ultimately each Participant- through its counsel_ will_ determine what- documents will. be voluntarily made available pursuant to_ this paragraph. D. Protected Defense Materials- disclosed by the. Participants pursuant to this Agreement-. shall. be disclosed to each other Participant- and each Participant hereby expressly consents to such I disclosure: for.: the_ sole. purpose- of. asserting or.: exploring::any joint I claims or- defenses or� pursuing a settlement in the Acme_ Case-. Such I Joint Defense Agreement February 12, 1993 9 F.\DMS\TCS.DIR\0048266.11 i I Attorney-Client Privilege Privileged and Confidential Joint• Defense Communication disclosure shall. not be deemed a waiver- of; the- attorney-client', attorney-work product: or. other privilege. E. In order.- to carry out the purposes of. this Agreement, the Participants may retain common counsel or technical. consultants or. otherwise share expenditures relating to their mutual defense. No such joint-, defense• expenditures are:. specifically authorized, by this Agreement. The Participants agree that- the- nature, scope-, and allocation of any costs to be shared will. be the subject of separate agreement-(s) . Such future agreements, if- any, shall. allocate cost- sharing, including costs of. joint. counsel., in a. manner_- consistent with the- express intentions. set forth in this Agreement. Notwithstanding that- common counsel, may be. retained. with. respect- to any matter, each Participant reserves the right•: to retain its own counsel. at its own expense. Except as set forth in. the Joint Cost Sharing- Agreement, no Participant shall incur any costs- on behalf of. any other- Participant- therParticipant- or., in any way obligate any other Participant. to any liability for• costs incurred by said Participant. The. sharing of. joint. costs is in no way to be deemed. as a, waiver of any claims, including contribution/indemnity, that- any Participant may have against any other Participant•, nor are any cost. sharing proportions agreed to by the Participants in any way to be- deemed. to reflect: the relative- potential. liability of_ any Participant. 1 Joint Defense Agreement February 12, 1993 10 F:\DMS\TCS.D[R\0048266.11 1i I I Attorney-Client Privilege Privileged and Confidential. Joint Defense Communication F'. In order to reduce costs and/or- efficiently prepares f.or defense of- this action, the Participants agree . to a. sharing- of:- certain of' the burdens of: the defense.. The. Participants agree to divide up certain defense. tasks such as depositions, reviewof expert. reports, attending hearings. and. other- litigation responsibilities which can reasonably, be: shared_ among the.- Participants . he:Participants . Said sharing of, burdens is- not- intended, unless. otherwise agreed,. - to. in any way reduce_ or alter.: any Participant' s allocated share, of- joint costs. The manner.- of sharing- of. burdens, and each specific burden of shared_ defense_ undertaken by a particular- Participant", shall_ be. approved by a_ majority of the. Participants prior- thereto. No Participant: shall.. be, required. to undertake:- a.. shared burden unless said Participant agrees accordingly.. Where. a_ Participant-, or- its counsel., is representing the:. Participants as a group on such matters as a deposition or- a hearing, and said representation-. has. been previously authorized by a majority of thegroup, any statements", objections, motions, or other- actions taken by the representative shall. be. on behalf of the group as a whole unless specified. differently at the. time of said. action. Further, if so requested by any Participant: or- its counsel., the. representative. shall, have authority at- the deposition, hearing orother- legal_ matter.; to make. any objections or.- other., I statements or- representations. on. behalf. of. the: Participant: so Joint Defense Agreement- I February 12, 1993 11 F:\DMS\TCS.DIR\0048266.11 i II I I i i Attorney-Client- Privilege - Privileged, and Confidential__ Joint Defense Communication requesting-, identifying said requesting-, Participant- as. the. party making the objection or, representation- involved. The representative shall make a good faith- effort to'- present relevant- objections or- representations in order to protect each Participant herein, to the extent_ that- prior- to the deposition,. hearing or other.- legal. matter, said representative: has been. provided.. with... written objections or� representations. The joint- defense. and.. joint_ burden sharing is. notintended. to bare or- limits any Participant- from conducting its own discovery and. defense with respect to this action, including such matters as. motions to compel if_ the- Participants-- as- a group do. not-, elect-. to. conduct- said. discovery or undertake said motions IV. CONFIDENTIALITY A. Each Participant, agrees- that.- this- Agreement- and all. Protected Defense Materials received from any other--Participant.. or . its counsel. pursuant- to this Agreement, or.: in anticipation of-. this Agreement, to the. maximum extent- allowed- by law, shall be- held. in strict confidence by-- the receiving: Participant-(s) , and that-. such Protected Defense- Materials shall. be- used only in_ connect-ion with. the Acme Case or- related. actions, unless otherwise .agreed. to by -the Participants to this Agreement, including the. Participant- initially disclosing. the: Protected Defense. Material_ involved. Any Participant. receiving. Protected: Defense. Materials,-. pursuant: to this Agreement agrees. to distribute- the_ Protected'Defense Materials. only 1 I Joint. Defense- Agreement: i February 12, 1993 12" F:\DMS\TCS.D1R\0048266..11' I i I I Attorney-Client Privilege Privileged and. Confidential Joint Defense- Communication in ways consistent- with the- privileges protecting such' Protected. Defense. Mater.ials. Each Participant shall take. all. necessary and appropriate measures to ensure that any person who is granted access to any Protected Defense Materials, who participates in work on. joint projects or who otherwise assists any counsel in connection with. the performance. of.. this Agreement:, is familiar- with the terms of this Agreement and. complies with such terms as. they relate- to the duties of such. person. B'. Protected Defense Materials that are exchanged. in written or. document form. and are intended to be kept: confidential may, but need not, be marked "Confidential" or with a similar' legend. If- such Protected Defense Materials become the subject of an administrative or.- judicial order requiring disclosure by a Participant, the- Participant may satisfy its confidentiality obligations hereunder by asserting the, privileged and/or confidential nature of such, information and notifying the Participant that generated the Protected Defense Materials and giving such Participant an opportunity to protect: the confidentiality. C. The Participants intend to protect from disclosure all Protected Defense Materials exchanged among any Participants. to the greatest extent permitted by law regardless of- whether- the. exchange I I I Joint Defense Agreement February 12, 1993 13 F.\DMS\TCS.DIR\0048266.11 i I Attorney-Client Privilege- Privileged and Confidential Joint Defense Communication occurred before execution of this Agreement- and regardless of- whether. the. Protected Defense Materials- ar.e: marked "Confidential. " D. The confidentiality provisions of. this. Agreement. shall. not- apply to information which is now or- hereafter becomes public knowledge without violation of. this Agreement. or which is obtainable. from. a. Parti.cipant pursuant. to discovery procedures and not otherwise protected from.. disclosure. E. Inthe event a Participant withdraws from or fails to comply with this Agreement; the withdrawing or breaching- Participant- shall remain obligated. to preserve the confidentiality of. all Protected Defense.. Materials received: or' disclosed- pursuant to this Agreement-, except- to the extent that said withdrawing Participant was the person originally generating the subject- documents or- information. This confidentiality restriction shall. not cease upon termination of the within Agreement. Any- Participant nyParticipant withdrawing from_ this Agreement is prohibited from. disclosing any documents included. in the Protected Defense Materials, unless (i) the remaining Participants have• so agreed,. (ii) the withdrawing Participant- initially produced the Protected Defense Materials in question or (iii) the disclosure of the-. Protected Defense Materials to a non-Participant occurred with the authorization of the j oint Participants prior- to the withdrawal. and. it occurred- in such a manner as. to constitute a. legal waiver of. any then. existing privilege. Any such materials disclosed pursuant. to Joint Defense Agreement February 12, 1993 14 F:\DMS\TCS.DIR\0048266.11 I i I I Attorney-Client- Privilege Privileged and. Confidential Joint Defense- Communication the terms. of this Agreement by the withdrawing- Participant prior to such withdrawal., shall not. be further- disclosed by the Participant, its consultants, agents or representatives without the prior written consent of the remaining Part`icipants.. This Confidentiality Agreement will remain subject to lawful orders of a_ court of competent- jurisdiction. F. If a Participant withdraws from the group, is expelled_ or- is for some other reason, no longer a Participant. in the group, the Participant shall keep confidential.. all information; reports, documents and other communications concerning any information received from: any joint consultants- retained by the. Part-icipants prior to withdrawal.; the withdrawing Participant shall- not disclose Co any non-Participant any of said_ information that the. Participant- may have obtained as a result. of the. retaining. of- the joint consultant; and the withdrawing:: Participant shall not.. disclose as an expert- any joint consultant. so retained by thejoint- def ense, oint_defense, group. None of the materials, information and records obtained by the withdrawing Participant from the joint consultant, prior to the Participant ' s withdrawal, shall be used to impeach the joint consultant in any subsequent deposition, hearing or- trial, of. this case. Any amendment of the above obligations and limitations shall require the prior written consent of the remaining ' Participants.. I Joint. Defense. Agreement. February 12, 1993 15 F:\DMS\TCS.DIR\0048266.11 I I r IL Attorney-Client Privilege- Privileged and Confidential Joint. Defense Communication G. Any Participant. to this Agreement- shall have. the:- right,- to file suit: to enjoin any breach. of the conf.identiali.ty agreement- with respect- to disclosure of Protected Defense. Materials, or- otherwise take.. action to obtain a protective order-, except. where the. Participant seeking to disclose information or documents is the- original generator_ of_ said. documents or- information andthe legal. holder of any related privilege.. The. prevailing party in such a suite or motion. for protective order shall. be entitled. to its attorney' s fees and costs. H. The. attorney-client privilege and related attorney work product- privilege. remain the privilege of the Participant who generated the- documents and information disclosed to the remaining Participants or joint defense, counsel pursuant to the. terms of this Agreement. It- is not intended that. theprovision of. Protected Defense Materials or the execution of. this agreement_ shall.. deprive a Participant, of. the right to assert. or waive: said privilege- in this- or any other action or proceeding. Documents exchanged or disclosed remain the property of the Participant who provided them.. I . In order to maximize protection of confidentiality as to Protected Defense Materials-, the Participantsagree- that to the, maximum extent practicable, confidential information received pursuant: to this Agreement will be maintained in separate files. J 1 I I Joint Defense Agreement February 12, 1993 16 F:\OMS\TCS.O1R\0048Z66.11 I I Attorney-Client Privilege- Privileged and Confidential__ Joint Defense- Communication- V. WITHDRAWAL OR TERMINATION OF- PARTICIPANT-A. Any Participant: may withdraw- from this Agreement by giving written notice by certif ied: mail' to every other, Participant. both of its intent to withdraw and the date by which. said Participant deems its withdrawal effective. B. Unless a. withdrawing Participant: in good. faith determines that a shorter period. of time: is necessary, such withdrawing Participant shall provide notice of its intent: to withdraw from. this Agreement at least thirty (3 0) calendar days in- advance of the. date- it- deems its withdrawal effective. C. Any Participant, withdr.awing� from this Agreement shall. not- claim otclaim or assert- that counsel representing the. remaining Participants to this Agreement, or any joint defense counsel. so retained, have a conflict- of. interest in their: continued. representation of the. remaining Participants of this Agreement, nor- shall any such withdrawing Participant object to counsels.' continuedrepresentation in the Acme._ Case on behalf" of the remaining members of the Agreement. Further, said withdrawing Participant. shall not assert any work product privilege against any remaining Participants- regarding any materials developed while a party to this Agreement which weredeveloped. pursuant- to this Agreement- for joint- defense use. These. provisions_ are intended. to be- reciprocal-. in that: neither- the remaining .Participants nor their respective counsel shall- claim Joint- Defense Agreement I February 12, 1993 1.7 F:\DMS\7CS.DIR\0048266.11 f I I I I i i . I I Attorney-Client Privilege Privileged. and Cbnfidential. Joint Defense: Communication or assert that the. counsel representing the withdrawing Participant.. has a conflict. of interest- in his/her continued representation- of the withdrawing Participant of this Agreement, nor shall any such remaining Participants object to counsel.' s_ continued representation of the withdrawing Participant in the Acme- Case. The. withdrawing Participant- shall not_. use. Protected- Defense: Materials generated or produced by other Participants or.' their- respective counsel. (including work product covered. by this Agreement-) , in any manner. inconsistent with the intent of: this Agreement or with the joint defense of. the remaining- Participants. . In particular, said.. withdrawing Participant-. shall. not disclose. any . of the Protected Defense. Materials to the, court or- use- them to attempt.. to impeach or rebut the. position taken- by any Participant. However, nothing contained herein shall.. prevent_ a withdrawing Participant. from- relying on the. information and.. legal, theories gained through participation- in this Agreement: in preparing its case for: litigation .so long as the actual documents and work product protected hereunder are not- disclosed to any non- Participant. D. Any Participant- withdrawing from this. Agreement- shall remain obligated to pay its. respective share of all joint defense costs incurred to the effective date of. the. withdrawal of. the. Participant. Said cost- shall. be.- paid. by the withdrawing I A I Joint- Defense Agreement February 12, 1993 18 F:\DMS\7CS.DIR\0048266.11 I I Attorney-Client Privilege Privileged and Confidential Joint Defense Communication Participant within. thirty (3 0) days after-, the: effective date of. said withdrawal. E. Two-thirds of the remaining Participants-, through: the: vote of. their attorneys, may, at any time:, determine: that it. is noti in the best interest. of the Participants as. a group to have a particular- Participant- continue as a member- of the: Agreement. Upon. such determination, the- Participants_ shall. serve written notice, upon- the said. Participant of: such decision, and. such. Participant. shall cease to be a member of. the Agreement within ten- (10) days of. the effective- date of said notice.. Thea same rights-, obligations and responsibilities shall apply to said Participant. as if it- had. voluntarily elected to withdraw from. the. Agreement. The only remedy available to the Participant whose membership has been. so terminated shall be the right to file_ suit. for.- return of the Participant' s proportion of joint- expenses for. which said Participant- did not- receive adequate value, due. to the termination of its joint- defense group membership- by the vote of_ .the remaining Participants. If a dispute under this paragraph arises, before any suit: is filed, the remaining Participants and the: Participant. whose membership was terminated agree to attempt- to resolve the dispute.. concerning return of monies through mediation before an impartial third party. I Joint Defense. Agreement. February 12, 1993 19 F-\DMS\TCS.DIR\0048265.11 f f I r Attorney-Client Privilege Privileged and Confidential. Joint Defense-Communication VI'. NOTICE OF INTENT TO SEEK- DISMISSAL -- SETTLEMENTS- A. - SETTLEMENTS-A.. Any Participant- prosecuting a defense with- the purpose:- of.. having itself- dismissed from- the:. action, including motions for summary judgment, shall give the remaining Participants reasonable written notification of said intent to file such a motion or take: such_ other action. seeking dismissal.. B. In the. event. Contra. Costa.. County is successful. in- removing all or- any of the- Second, Third or Fourth causes of.' action in the- Acme case from the jurisdiction of the Federal. Court- to the. jurisdiction of the State Court, then Contra Costa. County agrees, to meet and. confer.- with Participants: prior to approving any settlement: of- the State Court. action between- Contra Costa County and. Acme. Contra Costa County agrees that its intent, even if successful in having the above mentioned causesof. action- removed from. Federal. jurisdiction, . is. to seek a global_ sett-lement-. of: those causes. of. action with. the CERCLA . cause of.. action. Participants shall. not: oppose said- removal of all or any of the above mentioned causes of action to state Court and shall seriously consider filing written statements with the Federal Court in support of: said removal by Contra Costa County. Contra. Costa. County further- agrees to support: any interpleader action by Participants in the State Court. action between Contra. Costa County and Acme relating to the above mentioned. causes of action in the. Acme case-... However, nothing herein is intended to bind future elected bodies. Joint. Defense Agreement February 12, 1993 20 F:\DMS\TCS.DiR\0048266.11 f i I Attorney-Client Privilege- Privileged and Confidential Joint Defense Communication C. Each Participant shall have. the. right. independently to. approve or reject: any settlement. offer received. by it from: any party to this. action,. or to make a. settlement offer to any party to this action, provided, however-, that the. refusal of any Participant . to agree to any proposed group settlement shall. not_ prevent_. the other Participants. of- this. Agreement_ from- entering_ into such. a. settlementwith any third party. Vi". INSURANCE' The. Participants do not" intend to make: any agreement. and.. this-.- Agreement his.Agreement. shall not be, construed in a. manner that. will. prejudice. any Participant: with- respect to its: insurers. . On- the: contrary, it-. is .anticipated that. the cost- of f ect and- efficient,- defense, provided:. by this Agreement. will .benefit such. insurers. VII:. NO DISCRIMINATION' IN EMPLOYMENT- In connection with performance of any work. pursuant to this- Agreement, the Participants agree not; to refuse to hire-, discharge, promote- or, demote or to discriminate. in matters of compensation against any person otherwise qualified, solely because of race, creed, color, religion, sex, national. origin. or. ancestry. Joint Defense Agreement: February 12, 1993 21 F:\DMS\TCS.O1R\0048266.11 +I I i I I Attorney-Client Privilege Privileged . and Confidential_ Joint Defense, Communication VIIh. CONSTRUCTION OF` THIS' AGREEMENT' A. Additional Participants Any person- or- entity with common interests. with_ the: Participants may join this Agreement upon majority- approval. of the Participants by executing a copy of this Agreement. as in effect at� the timer of: such:. execution,.. B. Majority Vote Where:majority approval is. required, under. this Agreement- or- any separate. Joint- Cost. Sharing Agreement, therequisite- majority- vote, shall. be deemed: satisfied, if- a majority of` the representatives of.- the- Participants present: at-, any meeting vote in. favor of said. action; providedhowever_- that.. the meeting: was. properly noticed. No representative present- at-- any meeting shall- be- hall- be- entitled to vote on behalf.. of. more: than, one- Participant, nor shall. more. than- one..representative: of any Participant- be- allowed. to - vote. The: above: same_ requirements shall. apply to any other. percentage.- approval. required. under- the terms of. this. Agreement. C. Action By Joint Defense GrouD Any action to be taken by the. Joint• Defense Group shall. require.. majority approval of .the. Participants as set, forth above, unless a different percentage.. requirement is specified. I, I Joint� Def.ense Agreement February 12, 1993. 22 F:\DMS\TCS.DIR\0048266.11 Attorney-Client Privilege_ Privileged and Confidential Joint- Defense Communication D. Denial of Liability The Participants each deny liability or responsibility for- any response. costs , damages- or.- other_ costs in connection- with- the Site. In no event shall entering into this Agreement or the Agreement itself be construed or, used in: any manner either as an admission of- any responsibility or- liability by any Participant._ or-- as ras a waiver by any Participant of any defenses or- claim except as- specifically provided. in paragraph II: herein. E. Governing Law This Agreement shall be governed by and shall be. construed and enforced in accordance with the prevailing law of. the Ninth Circuit with regard- to the- existence of relevant privileges and the work product doctrine. To. the extent- that- the- Federal. law of. the. Ninth. Circuit relies on State law and with respect to all other- matters, the laws of. the State. of_ California. shall be deemed to control. F. Successors This Agreement shall- be- binding upon and shall enure• to the benefit of thesuccessorsand assigns of the. Participants.. G. Aareement as Complete Integration/Amendments This Agreement is intended as the complete integration of all understanding among the. Parties.._ No prior or contemporaneous addition, deletion or- other amendment:_ shall, have any force. or- effect unless embodied herein in writing. No subsequent- novation-, Joint Defense Agreement' February 12, 1993 23 F:\DMS\7CS.DIR\0048266.11 I f j I Attorney-Client Privilege Privileged and Confidential . Joint Defense Communication renewal, addition, deletion or- other amendment- hereto shall. have any force or effect unless embodied in a written amendatory or: other- agreement executed, by a majority of- the Participants. H. No. Third Party Beneficiaries It is expressly understood and agreed that enforcement. of the. terms and conditions of this Agreement- shall. be. strictly reserved to the Participants. This Agreement— is not: intended., and.. shall_ not.. be construed, to create any rights and/or.- obligations in third. parties. I.. Counterparts- This ounterpartsThis Agreement shall be executed in multiple counterparts, each of which shall. be deemed. an original. but- all. of. which, taken together, shall. constitute one and the. same Agreement. The. effective date . of. this_ Agreement shall. be_ as- set- forth above, or- the date that. at least six (6) of: the Participants have executed this.. Agreement, whichever date is- later. An original of each: counterpart: so executed shall be forwarded to Kenton L. Alm at- Sellar, Hazard, Snyder, Kelly & Fitzgerald, 1111, Civic Drive, Suite 300 , Walnut Creek,_ CA. 94598 . Each. of. the original counterparts shall. subsequently . be placed in a joint defense repository once the. Agreement hasbecome. effective, and the repository established.. I; ' I Joint Defense Agreement I February 12, 1993 24 F:\DMS\TCS.D1R\0048266.11 i I t Attorney-Client Privilege: Privileged and Confidential_ Joint- Defense Communication J. Severability If any provision of this Agreement is held., to be unenforceable, the remaining portion shall nevertheless remain- in full force. and effect. IN WITNESS WHEREOF, the Participants have caused this Agreement. to be executed.. by a duly authorized, representative, as. of.- the date. first. written above. Each person- signing this Agreement represents and warrants that he. or she has been duly authorized. to enter- into this- Agreement- by, and to bind, the Participant: on whose. . behalf.. it- is indicated that- the- person is signing. rCity of.. Benicia By: 0, t i`'r Print: Name c S��C►c.Q �ac,�,vl.r� Title Dated: �" C13 S 'g ature (OPTIONAL) . ATTESTED TO: Dated: Signature Print-- Name I 1 Joint- Defense Agreement- February 12, 1993 25 F:\DMS\TCS.01R\0048266.11 f I I jAttornev-Client. Privilege Privileged and Confidential_ Joint Defense- Communication City of Martinez By: JEFFREY A. WALTER Print Name City Attorney Title Dated: April 6 . 1993 g re y (OPTIONAL) ATTESTED TO: Dated: Signature Print Name i i I Joint Defense-Agreement l February 12., 1993 2 6- F.\0NS\TCS.01R\0048266.11 i Attorney-Client Privilecre Privileaed and Confidential Joint Defense Communication Mt. View Sanitary District B y: Print. Name 7- Tit-le Si a ure (OPTIONAL) ATTESTED TO: Dated: Signature Print Name Joint- Defense Agreement , February 12, 1993 27 F:\0MS\TCS.0IR\0048266.11 ? I !I I Attornev-Client Privileae Privileged and Confidential. Joint Defense Communication Rodeo Sanitary District Print' Name Title Dated: G tt AK/f/ S ture (OPTIONAL) ATTESTED TO: Dated: Signature Print Name r II � I � l Joint- Defense Agreement . ` Febraary 12, 1993 28 Fc\DMS\TCS.0IR\0048266.11 + I i i t .� Attorney-Client Privilege Privilegedand Confidential Joint- Defense Communication City of Clayton By: Maurice E . Huguet , Jr . Print Name Clayton City Attor' ey Title: \ Dated: February 23 , 1993. Signature (OPTIONAL) ATTESTED TO: Dated:. Signature. Print'. Name 1 Joint Defense• Agreement February 12., 1993 29 F:\OMS\TCS:0IR\0048266.11 I I Attorney-Client Privileve Privileged " and Confidential Joint- Defense Communication Sawdco, Inc. - By: /Print; Name. /f Dated.: Signature. (OPTIONAL) ATTESTED TO: Dated: Signature. Print Name J 1 Joint- Defense Agreement I February 12, 1993 30 F.\DMS\TCS.D IR\0048266.11 i I I Attorney-Client Privilege• Privileged and Confidential Joint Defense Communication City of Walnut- Creek By: Print: Name Title":- Dated: itle:-Dated: t 7 cl Signature. (OPTIONAL) ATTESTED TO: Dated:. Signature Print- Name 1 I Joint. Defense. Agreement- J February 12, 1993 31 F:\DMS\TCS.DIA\0048266.11 I I +I . I Attorney-Client Privilege Privileged° and Confidential Joint Defense- Communication Valley Disposal Service, Inc. A dissolved California corporation By: Francise C. Fiorentino Print. Name- Title: Dated: April 27, 1993 `�" Signature: (OPTIONAL) ATTESTED TO: Dated: Signature- Print Name i i I Joint- Defense Agreement February 12, 1993 32 F-\DMS\TCS.DIR\0048266.11 I I Attorney-Client' Privilege- Privileged` and confidential Joint Defense- Communication Dated: April_. 27, 1993 Francise Fiorentino (OPTIONAL) ATTESTED TO: Dated:. signature- Print- Name ignature:Print Name I I Joint- Defense Agreement I February 12, 1993 33 F:\DMS\TCS.0IR\0048266.11 Ii f j 1 i Attorney-Client Privilege Privile"d and Confidential_ Joint Defense Communication City of: San Ramon. By: Byron D. Athan Print' Name City Attorney Tit-le Dated: February 16 , 1993 - Signature (OPTIONAL) ATTESTED TO: February 16 , 1993 Dated: ��- Signature Judith Macfarlane Print Name. I I I Joint Defense Agreement February 12, 1993 34 F:\DMS\TCS'.01R\0048266.11 I i Attorney-Client" Privilege, Privileged and Confidential Joint- Defense Communication 1 orrinda-Moraga Disposal. By: int_ Name Title. Dated: -3X23 /S3 —� S� tune (OPTIONAL) ATTESTED. TO: Dated.: Signature PrintName I Joint. Defense- Agreement- February 12, 1993. 35- r:\DMS\TCs:0IR\0048266..11 i _ - I Attorney-Client Privilege_ Privileged and Confidentla3 Joint- Defense Communscation: City of. Antioch} Print- Name. Tit-le. il Dated.: Signature (OP'T'IONAL) ATTESTED TO: Dated:. Signature:. Print. Name Joint- Defense- agreement 36 F:1DMSITCS.DMoo48266-11 February 12, 1993 (' 1 r Attorney-Client Privilege Privileamd', and Canfidentisl Joint Defense C=wUxLic&tiQs City of Pleasant' Hill. IZE al;F5 Print Name �1 I Ti Dated: 2 Z (OPTIONAL) ATTESTED TO Dated: Signature: Print'. Name: I Joint- Defense- Agreement- February oint- DefenseAgreement- February 12, 1993 37 F:\DMS\TCS.DiR\0048266:11 f II Attorne9-Client7 Pr±vi.lege Privileged- and Confidential Joint- Defense- Communication~ VICTOR. J. WESTMAN, COUNTY COUNSEL. Contra Costa County By. Silvano B. Marchesi • Print Name- Assistant County- Counsel. Title., Dated: . Signature (OPTIONAL) ATTESTED TO: Dated: _ Signature- Print: Name.. I Joint Defense Agreement February 12, 1993 38 F:\DMS\TCS_D1R\0048266.11 f i I I Attorney-Client Privilege Privileged and Confidential. Joint- Defense-Communication Central Contra Costa Sanitary Dist. By: 6 Vj7!3 ti L A Print Name. 1e: Dated: 1 a 3 Signature (OPTIONAL) ATTESTED. TO: Dated: Signature- Print. Name. i Joint Defense Agreement. February 12, 1993 39 F:\DMS\TCS.DIR\0048266..11 i I I Attorney-Client- Privileas�- Privilecmd and Confidential. Joint Defeww- CaaMsnicaticaa- City/of orinda- By: �l/t Gl!`feS 1-i Print` Name. � co e-!4 Title, Dated: - Si (OPTIONAL) ATTESTED TO: Dated:. Signature- Print.-. Name= Joint- Defense-.Agreement_ February 12, 1993 40. F:\DMS\TCS.D[R\0048266..11 I I Attorney-Client Privilege: Privileged and- Cnnfidenti.el_.. Joiat• Dofeaaa, p2mawkigatlow I i Towa of Moraga. By: Y60 Print: Name. o Dated: T/ Signature. ATTESTED TO: Dated:. Signature, Print: Name Joint- Defense-Agreement- February ointDefensea-Agreement.February 12, 1993 41., F:\DMS\TCS.DIR\0048266:11 f I I� I i Attosrev-client Privilege.. Pri.vileaed. sada, Caafidestial. Joiat->Defouset icatum-i City::o/f. Lafayette, By: �/1Qr/dsy �c 1Cl�tGI�S Print:: Name-. Title:;; Dated: Si na ure: (OPTIONAL) ATTESTED TO:- Dated,:: O:-Dated:: Signature= Print: Name-. i I Joint. Defense-Agreement-- February- 12, greement_February12, 1993 . 42.: F:\DMS\Tcs:DtR\0048266.11 I Attorney-Client Privilege Privileged_ and- Confidential_ Joint,= Defenses,,Communication- Town of. Danville By: cl�ognlF_� Print-- Name cy 7/ •47Ta .1 �/ e. Dated: Signature. (OPTIONAL) ATTESTED- TO: Dated.:- Signature- Print- Name. ated.: Signature-Print: Name. Joint-.Defense� Agreement February_ 12, 1993 43. F:-\DMS\TCS,DIR\0048266..11 i I I I JOINT DEFENSE COST SHARING AGREEMENT This Agreement is entered into upon the advice of counsel, by and between the signatories hereto (hereinafter collectively referred to as the "Participants") in connection with the Acme Landfill in Contra Costa County, California (the "Site") . R E C I T A L S WHEREAS, the Participants have entered into a "Confidentiality/Tolling/Joint Defense Agreement" dated February 12, 1993 (hereinafter referred to as the "Defense Agreement") which, in part, - provides for the sharing of joint defense costs incurred in connection with the Acme Landfill Corp. v. Althin CD Medical, Inc. , et al. case ("Acme case") ; WHEREAS, said Defense Agreement contemplates the -entering into of separate agreement(s) for the sharing of such defense costs; and WHEREAS, the Participants desire to enter into such a joint defense cost sharing agreement because the costs thus far incurred and anticipated to be incurred in the defense of the Acme case will be significant if entirely borne individually by each Participant. NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein, the Participants agree hereto as follows: fI I I Joint Cost Sharing Agreement February 12, 1993 1 F:\DMS\TCS.0IR\0062860.04 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE I. GENERAL PROVISIONS INCORPORATING DEFENSE AGREEMENT The terms, conditions and definitions contained in the Defense Agreement are hereby incorporated by this reference. II. PROCEDURES FOR INCURRING JOINT DEFENSE COSTS A. Any cost of litigation pertinent to the Acme case that is determined as set forth below to be an appropriate joint cost to incur shall be paid for by each Participant as is provided in this Agreement. B. The determination to incur and pay for a joint defense cost pursuant to this agreement shall be made by a majority..of Participants (through their respective counsel) in attendance at any of the joint defense counsel meetings held on behalf of the Participants, that is duly noticed in writing at least three days in advance of such meeting, unless such meeting .must be held with less notice due to an emergency, in which latter case the notice shall be at least 24 hours in advance, by fax. At least a majority of the Participants must agree that the requested meeting qualifies as an emergency, with said vote occurring no later than the next regularly scheduled meeting. C. Upon a majority vote with respect to any joint cost as described in paragraph II (B) , each Participant, whether or not in attendance at the meeting during which the cost(s) was approved by said majority vote, shall be obligated to pay its percentage share Joint Cost Sharing Agreement February 12, 1993 2 F:\DMS\TCS.DIR\0062860.04 I i CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE of said cost as specified in Exhibit "A" attached hereto and made a part hereof by this reference. The percentage shares set forth in Exhibit "A" shall not be deemed to be an admission of liability by any of the participants, nor shall the proportionate shares be deemed in any way as an attempt to indicate relative liability between the participants. Negotiation of the percentage share figures has been based upon substantial factors unrelated to liability and relative liability issues of the Participants. III. ALREADY INCURRED JOINT COSTS It is expressly acknowledged that the costs listed on Exhibit "B" (if attached hereto) are incorporated by reference and have already been incurred by some or all of the Participants, and that said costs are proper joint defense costs . subject to this Agreement. IV. PAYMENT OF COSTS A. The Participants agree to initially pay a total of $100, 000 to defray joint defense—costs (sometimes hereinafter referred to as "said fund" or "fund") . Said sum shall be deposited in a bank account established for said purposes. For administrative and tax reasons, the account shall be a separate, totally segregated law firm trust account, set up by the law firm of Sellar, Hazard, Snyder, Kelly & Fitzgerald. The account shall be named the Sellar, Hazard, Snyder, Kelly & Fitzgerald Trust Joint Cost Sharing Agreement February 12, 1993 3 F:\DMS\TCS.DIR\0062860.04 I i CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Account No. 2, trade name the "Acme Municipal Solid Waste Joint Defense Group Account" (hereinafter "Account") . The law firm of Sellar, Hazard, Snyder, Kelly & Fitzgerald, to the personal attention of Kenton L. Alm, ("Account Firm") shall be the entity named to receive all bank statements and related documents with respect to the Account unless or until such formal action of the Association is taken to set up a different account and name another Account Firm. The Participants agree that Kenton L. Alm, Tom Haas, and at least two other attorneys for Participants (to be determined from time to time by the Participants) are to each have signature powers with respect to the Account. No payment from the Account in excess of $200. 00 shall be authorized without dual signatures. The Account Firm shall maintain the trust check books. Quarterly, the Account Firm shall distribute to each Participant's counsel an account statement setting forth the amounts received and expended on behalf of the Association. B. The Account Firm shall arrange--for the payment of each .approved joint defense cost, as it becomes due and in accordance with the terms of the agreement upon which said cost was incurred. C. At the time that any jointT:defense cost is incurred by contract or otherwise, the Account Firm shall inform the creditor that his/its%her continued retention may be subject to the continued funding of this or separate joint defense cost agreements f Joint Cost Sharing Agreement February 12, 1993 4 F:\DMS\TCS.DIR\0062860.04 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE by the Participants. Consequently, any terms and conditions agreed to in order for a joint defense cost to be incurred shall reflect this uncertainty.. V. PERCENTAGE SHARE - SUBSEQUENT REVISIONS Unless otherwise revised as set forth below, the percentage share of costs for each Participant as set forth in Exhibit "A" shall remain fixed as set until the initial $100, 000 deposited into the Fund has been expended on joint defense costs. At that time, the Participants shall determine by majority vote at a meeting duly noticed in writing three (3) days in advance, whether a readjustment of the allocations based on then current information is appropriate. Nothing in this agreement binds any Participant to the percentage allocation set forth in Exhibit "A" after expenditure of the initial $100, 000 deposited. However, unless the Participants agree to a new allocation of total costs once the initial $100, 000 has been expended, the allocation shall remain as set forth in Exhibit "A" for unfunded joint cost expenditures which were properly approved by the Joint-Defense Group. Although the proportionality of cost sharing as set forth in Exhibit "A" is fixed for the initial $100, 000 deposited in the Account, if prior to the expenditure-of said funds any Participant contends -its -position in the litigation has been significantly altered, said Participant may request that its percentage share of i any remaining unexpended portion of the initial $100, 000 of joint Joint Cost Sharing Agreement I February 12, 1993 5 F:\DMS\TCS.DIR\0062860.04 I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE defense costs be modified. Any such modification shall require the approval of two-thirds of the remaining Participants, through the vote of their attorneys. Approval of said request shall not be unreasonably withheld. If any person becomes a Participant subsequent to the effective date of this Agreement, all percentage allocations shall be adjusted accordingly, based on the percentage share allocated to the new Participant. However, Contra Costa County's share shall remain fixed at $18, 000 (18%) for the initial $100, 000 of joint defense costs expended, subject to the provisions above regarding a request for a defense cost allocation modification. VI. WITHDRAWAL OF PARTICIPANT A. After a Participant contributes its share of the joint . defense cost obligation described hereinabove, it may not seek or receive any refund of that amount, and waives any claim for reimbursement against the other Participants or creditors whose services or products were purchased or retained based upon said fund. B. Any Participant withdrawing from the Joint Defense Agreement shall be deemed to be withdrawing from this Agreement, and shall be bound by the terms of the Joint Defense Agreement in connection therewith. C. A withdrawing Participant shall be entitled to receive, however, any and all Protected Defense Materials resulting from the I i Joint Cost Sharing Agreement February 12, 1993 6 F:\DMS\YCS.DIR\0062860.04 I i I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE expenditure of said fund; provided, however, that said Participant shall nonetheless be bound by the privilege, work product and confidentiality provisions (and all of the other provisions) of the Joint Defense Agreement. VII. EXECUTION AND EFFECTIVE DATE OF AGREEMENT This Agreement shall become effective on the same date as the "Defense Agreement" and this Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same Agreement. The original of each executed counterpart shall be delivered to the law firm of Sellar, Hazard, Snyder, Kelly & Fitzgerald, to the personal attention of Kenton L. Alm, for subsequent deposit in a designated repository once this Agreement and the Joint Defense Agreement become effective. IN WITNESS WHEREOF, the Participants have caused this Agreement to be executed by a duly authorized representative, as of the date first written above. Each person signing this Agreement represents and warrants that he or s- has been duly authorized to enter into this Agreement by, and to bind, the Participant on whose behalf it is indicated that the person is signing. Joint Cost Sharing Agreement February 12, 1993 7 F:\DMS\TCS.DIR\0062860.04 I I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of Benicia bt By: 7 I re W rint Name Title Dated: G roltj i n e (OPTIONAL) ATTESTED TO: Dated: Signature Print Name i I i Joint Cost Sharing Agreement February 12, 1993 8 F:\DMS\TCS.DIR\0062860.04 t i I i I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of Martinez By: JEFFREY 'A. WALTER Print Name City Attorney Title Dated: Apri 1 I i ure (OPTIONAL) ATTESTED TO: Dated: Signature Print Name Joint Cost Sharing Agreement February 12, 1993 9 f:\DMS\TCS.DIR\0062860.04 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Mt. View Sanitary District By: Dl V1 ,Q Lc-- Print Name /S?IZCc lyo(JIVSc Title Dated• c �! S iZnj tune (OPTIONAL) ATTESTED TO: Dated: +' Signature ! Print Name i i i I i i Joint Cost Sharing Agreement February 12, 1993 10 F:\DMS\7CS.DiR\0062x60.04 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Rodeo Sanitar District By: .� i/i�) v-/• Ly Print Name J)/ _Z /�� / G� T i t e Dated:/'/ G� A natu (OPTIONAL) ATTESTED TO: I Dated: signature Print Name Joint Cost Sharing Agreement February 12, 1993 11 F:\DMS\TCS.DIR\0062860.04 1 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of Clayton By: Maurice E . Hu uet Jr . Print Name Clayton City Attorne Title, Dated: February 23 , 1993 . ` ��'"�"'-'�C \\ ISignature (OIPTIONAL) AT TO: Dated: Signature Print Name I Joint Cost Sharing Agreement February 12, 1993 12 F:\DMS\TCS.DIR\0062860.04 i I I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Sawdco, Inc. By: ',�yrVjU Print Name Titl Dated ISignature (Op IONAL) ATTESTED TO: I Dated: Signature Print Name I I Joint Cost Sharing Agreement February 12, 1993 13 F:\DMS\TCS.DIR\0062860.04 i _ I I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of Walnut Creek By: T�(o7a5 1-141,5�5 Print Name)/- IqIle�� Title Dated: ISignature IPTIONAL) ATTESTED TO: I Dated: Signature Print Name Joint Cost Sharing Agreement- February 12, 1993 14 F:\DMS\TCS.DIR\0062860.04 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Valley Disposal Service, Inc. a dissolved California corporation By: Francise C. Fiorentino Print Name Title Dated: April 27, 1993 � Signature (OPTIONAL) ATTESTED TO: I Dated: Signature Print Name Joint Cost Sharing Agreement I February 12, 1993 15 F:\DMS\TCS.DIR\0062860.04 i I I I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Dated: Francise Fiorentino //1TT1T/'1T.TTT \ 6_S TQ*_ t Dated: April 27, 1993 ..Signature Francise C. Fiorentino Print Name I I Joint Cost Sharing Agreement February 12, 1993 16 F:\OMS\TCS.DIR\0062860.04 (j I I I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of San Ramon By: Byron D. Athan Print Name City Attorney Title Dated: February 16 , 19934 — ISignature (OPTIONAL) ATTESTED TO: IFebruary16 , 1993 Dated: _lam -n1dAz, Signature it 6 Print Name Joint Cost Sharing Agreement February 12, 199.3 17 F:\DNS\TCS.DIR\0062860.04 I I I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Orinda-Moraga Disposal By: I J Print Name Title Dated: I ( Si nature (OPTIONAL) ATTESTED TO: Dated: Signature Print Name f i Joint Cost Sharing Agreement February 12, 1993 18 F:\DMS\TCS.DIR\0062860.04 I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of Antioch By: Ill l�4-1 4-wN w Print Name Title Dated: ISignature (OPTIONAL) T___TED TO: Dated: Signature 77 Print -Name- Joint Name Joint Cost Sharing Agreement February 12, 1993 19 F:\DMS\TCS.DIR\0062860.04 • I I i CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY—CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of Pleasant Hill Print Name Ti e Dated: G 2v Ilo (OPT I ONAL) ATTESTED TO: I . Dated: Signature. Print Name Xk � Joint Cost Sharing Agreement February 12, 1993 20 F:\DMS\TCS.DIR\0062860.64 I( • 1 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE VICTOR J. WESTMAN, COUNTY COUNSEL Contra Costa County By: Silvano B. Marchesi Print Name Assistant County Counsel_ Title Dated: 2 9 3 Signa ure (OPTIONAL) ATTESTED TO: Dated: Signature Print Name Joint Cost Sharing Agreement February 12, 1993 21 F:\DMS\TCS.D1R\0062860.04 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK. PRODUCT DOCTRINE Central Contra Costa Sanitary Dist. By: K��-�a� L Print Name r c� Title Dated: — t 3 ISignature'- (OPTIONAL) igna ure(OITIONAL) ATTESTED TO: I Dated: Signature Print Name -. - i i Joint Cost Sharing Agreement February 12, 1993 22 F:\DMS\TCS.DIR\0062860.04 I t i CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE City of Orinda.. II Print Name Title Dated: i ature (OPTIONAL) ATTESTED TO: Dated: Signature Print Name i Joint Coat Sharing Agreement February 12, 1993 23 F:\014S\TCS.DIR\0062860.04 CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Town of Moraga cPrint Name !!Title Dated: Signature (OPTIONAL) ATTESTED TO: Dated: Signature Print Name Joint Cost Sharing Agreement February 12, 1993 24 F:\DMS\TCS.DIR\0062860.04 f „ r CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE .AND' WORK PRODUCT DOCTRINE City of Lafayette / By: Print Name Title Dated: q1 -- IS 'gn ure (OPTIONAL) ATTESTED TO: Dated: Signature Print Name I Joint Cost Sharing Agreement February 12, 1993 25 F:\DMS\TCS.DIR\0062860.04 j i I CONFIDENTIAL COMMUNICATION PROTECTED UNDER THE ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT DOCTRINE Town of Danville By: ' Print Name rn le Dated: { Signature (OPTIONAL) ATTESTED TO: I Dated: Signature Print Name Joint Cost Sharing Agreement February 12, 1993 26 F:\OMS\TCS.DIR\0062860.04 Attorney-Client Privilege Privileged and. Confidential Joint Defense Communication INDIVIDUAL SHARE OF COSTS —ALLOCATION OF TOTAL COSTS PARTICIPANT PERCENTAGE SHARE Contra Costa County 18 . 00 CCCSD (Lafayette, Danville, Moraga, Orinda) 21.74 Walnut Creek 9 .85 San Ramon 2 . 68 Pheasant Hill 6. 26 Clayton . 80 Antioch 4 . 31 Rodeo Sanitary District 1. 95 MI. View Sanitary District 2 .36 Benicia 3 .49 Martinez 4 . 00 Valley Waste 20:82 y Orinda/Moraga - 3 .74 100. 00 Example: $500 cost - Contra Costa County $ 90. 00 Valley Waste $104. 10 CCCSD $108.70 Orinda/Moraga $ 18.70 Walnut Creek $ 49.25 F:\DMS\TCS.DIR\0063505.WP EXHIBIT "A"