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TOLLING AGREEMENT
THIS TOLLING AGREEMENT is dated and is effective as of _______________,
(“Effective Date”) by and between SAINT-GOBAIN PERFORMANCE PLACTICS
CORPORATION (“Saint-Gobain”), HONEYWELL INTERNATIONAL INC. (“Honeywell”)
and the VILLAGE OF HOOSICK FALLS (“Village”), hereinafter collectively “the Parties.”
WHEREAS, the Village alleges that it has incurred costs and suffered damages related to
the presence of PFOA in the Village water supply. “Covered Claims” shall be defined herein as
claims for monetary, injunctive, or other relief under any applicable federal or state statute or
under the common law, relating to or concerning the Village’s alleged costs and damages
relating to the presence of PFOA in the Village water supply (“Covered Claims”); and
WHEREAS, the Village alleges that Saint-Gobain and/or Honeywell have responsibility
and/or liability concerning the Covered Claims;
WHEREAS, Saint-Gobain and Honeywell dispute such responsibility and/or liability;
and
WHEREAS, the parties agree that is desirable, for the present time, to defer any
litigation of the Covered Claims; and
WHEREAS, it is the mutual intent of the undersigned to defer any litigation or claims
involving the undersigned parties related to the Covered Claims, without thereby altering the
claims or defenses available to the parties, without prejudice to the rights of the parties, and
subject to the provisions below.
NOW, THEREFORE, Saint-Gobain, Honeywell, and the Village, in order to facilitate
orderly discussions between the parties for the purpose of avoiding immediate and potentially
unnecessary litigation, and in consideration of the covenants made herein, and for good and
sufficient consideration, stipulate and agree as follows:
1. The Parties are entering into this Tolling Agreement in order to allow cooperative
discussions among the Parties, without costly and protracted litigation.
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2. The Village agrees not to institute, prior to May 16, 2019, or prior to thirty days
after receipt of a Termination Notice in accordance with paragraph 13, whichever date is earlier,
an action asserting Covered Claims against Saint-Gobain and/or Honeywell.
3. That in computing the time period by which the Village may file an action
asserting Covered Claims against Saint-Gobain and Honeywell, the time period between the
effective date of this Tolling Agreement and May 16, 2019 or the time between that effective
date and 30 days after a Termination Notice is received in accordance with paragraph 13 below,
whichever time period is shorter (the Tolling Period), shall not be included in computing the
running of any limitations period (whether statutory, contractual, or otherwise) or any other time-
based defenses that may be applicable to the Covered Claims. This Tolling Agreement applies to
any defense, legal or equitable, based upon the lapse of time, including but not limited to the
statute of limitations, laches, estoppel, waiver, timely action or notice.
4. Saint-Gobain and Honeywell agree not to assert, plead or raise in any fashion
whatsoever, whether by answer, motion or otherwise, in any action that the Village may initiate
against Saint-Gobain and/or Honeywell, any defense to or avoidance of the Covered Claims
based on the lapse of time during the Tolling Period.
5. The execution of this Tolling Agreement does not constitute an admission or
acknowledgment of any liability with respect to or concerning the Covered Claims on the part of
Saint-Gobain or Honeywell, or a waiver of any statute of limitations defense or other defense
based on lapse of time except to the extent specifically provided by this agreement. The
execution of this Tolling Agreement does not constitute an admission or acknowledgment on the
part of the Village that any statute of limitations, or similar defense concerning the timeliness of
commencing an action or proceeding, is applicable to any Covered Claims.
6. This Tolling Agreement is not intended to and shall not for any purpose be
deemed to limit or adversely affect any defense, other than a statute-of-limitations defense or
other defense based on lapse of time, that Saint-Gobain and Honeywell have, may have, or
would have had in the absence of this Tolling Agreement. Nor does this Tolling Agreement
waive or release any statutes of limitations or other defense based on lapse of time that could
have been asserted before the Effective Date of this Tolling Agreement. Upon the termination of
this agreement, Saint-Gobain and Honeywell will have all defenses available to it as of the
Effective Date of agreement.
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7. Saint-Gobain and Honeywell expressly reserve all rights which they may have in
law or equity, except as set forth in this Tolling Agreement, to contest or defend any claim or
cause of action the Village may assert or initiate against Saint-Gobain and/or Honeywell in any
suit or action.
8. This Agreement is not intended to affect any claims by or against third parties.
9. This Tolling Agreement contains the entire agreement between Saint-Gobain,
Honeywell, and the Village with respect to the tolling of any defense, legal or equitable, based
on the lapse of time, and no statement, promise or inducement made by any party to this Tolling
Agreement that is not expressly set forth herein will be valid or binding. This Tolling
Agreement may not be altered except in a writing signed by authorized person(s) on behalf of
Saint-Gobain, Honeywell, and the Village.
10. This Tolling Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all such counterparts when taken together shall constitute but one
agreement. This agreement may be delivered by electronic transmission in portable document
format of signed counterparts.
11. The undersigned representatives of Saint-Gobain, Honeywell, and the Village
each certify that they are individually fully authorized to enter into and to bind such party to the
terms and conditions of this Tolling Agreement.
12. Any notice, request, instructions or other document to be provided regarding or in
accordance with the terms of this Tolling Agreement by any party to another party shall be in
writing, and served by personal delivery, or mailed by certified mail, postage prepaid, return
receipt requested (such personally delivered or mailed notice to be effective on the date actually
received) or by electronic means as follows:
If to Honeywell, address to:
Dale Desnoyers, Esq.
Allen & Desnoyers LLP
90 State Street, Suite 1009
Albany, NY 12207
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If to Saint-Gobain, address to:
Christopher Gibson, Esq.
Archer & Greiner P.C.
One Centennial Square
Haddonfield, NJ 08033
If to the Village, address to:
David A. Engel
Nolan & Heller, LLP
39 North Pearl Street
Albany, New York 12207
13. This Tolling Agreement shall terminate automatically as of May 16, 2019
("Expiration Date") as provided herein, unless extended in writing, signed by all the parties.
This Tolling Agreement may be terminated at any time before the Expiration Date (or any new
Expiration Date agreed to hereafter in writing) by any Party for any reason by providing thirty-
days advance written notice of the intent to terminate to all Parties. Upon termination of this
Agreement by such written notice ("Termination Notice"), the Tolling Period shall end at
midnight thirty-days after the Termination Notice is received by the other Parties.
14. This Tolling Agreement is effective upon execution by all Parties, and without the
requirement of filing with, or endorsement by, any court.
[Remainder of Page is Intentionally Left Blank]
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VILLAGE OF HOOSICK FALLS
By: ____________________________
DAVID ENGEL, ESQ.
Date: ___________________________
SAINT-GOBAIN PERFORMANCE
PLASTICS CORP.
By: ____________________________
CHRISTOPHER GIBSON, ESQ.
Date: ___________________________
HONEYWELL INTERNATIONAL INC.
By: ______________________________
DALE DESNOYERS, ESQ.
Date: _____________________________
