DSHW-2024-006519

Deq submit <[e-mail]>
Thatcher tolling agreement extension-executed
1 message
Haley Sousa <[e-mail]>Mon, May 27, 2024 at 9:17 AM
To: "[e-mail]" <[e-mail]>
Cc: "Hansen, Doug" <[e-mail]>, "[e-mail]" <[e-mail]>, "Steven J. Christiansen
([e-mail])" <[e-mail]>, Marty Banks <[e-mail]>
Please see attached executed tolling agreement extension regarding Thatcher Company, Inc.

Haley Sousa
Assistant Attorney General
Environment/Health & Human Services Division
[phone]
195 N. 1950 W. Salt Lake City, UT 84114

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2024-05-27 Thatcher Tolling Agreement Extension.pdf
269K
5/28/24, 3:43 PM State of Utah Mail - Thatcher tolling agreement extension-executed
https://mail.google.com/mail/b/AEoRXRSgH6rMPDb_Eb3F1RCVrNnLMontPYYx_5_3yXmAe3FzFSZu/u/0/?ik=adf9d5e615&view=pt&search=all&per…1/1

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TOLLING AGREEMENT
The State of Utah, on behalf of the Utah Department of Environmental Quality, Division
of Waste Management and Radiation Control (the “Division”), and Thatcher Company, Inc.
(“Thatcher”), collectively referred to as the “Parties,” enter into the following Tolling
Agreement.
WHEREAS, on November 1, 2022, the Division issued a Notice of Violation and
Compliance Order (“NOV/CO”), Docket No. 2207087, alleging potential violations (“Tolled
Claims”) of the Utah Solid and Hazardous Waste Act in Utah Code § 19-6-101 et. seq. and Utah
Administrative Code R315-1 et. seq. (the “Rules”).
WHEREAS, on November 9, 2022, the Parties entered into an agreement to toll the
running of the statute of limitation and any appeal period potentially applicable to any action
brought by the Director on the Tolled Claims.
WHEREAS, on January 20, 2023, the Parties entered into an agreement extending the
toll of the running of the statute of limitation and any appeal period potentially applicable to any
action brought by the Director on the Tolled Claims.
WHEREAS, on October 2, 2023, the Parties entered into an agreement extending the toll
of the running of the statute of limitation and any appeal period potentially applicable to any
action brought by the Director on the Tolled Claims.
The Parties, in consideration of the covenants set out in this Tolling Agreement, agree as
follows:
1. Notwithstanding any other provision of this Tolling Agreement, the period commencing
on November 1, 2022 and ending on January 1, 2025 (the “Tolling Period”), shall not
be included in computing the running of any statute of limitations or appeal period
potentially applicable to any actions brought by the Division on the Tolled Claims.

2. In any action brought on the Tolled Claims, Thatcher shall not assert, plead, or raise
against the Division in any fashion, whether by answer, motion or otherwise, any claim,
defense, or avoidance based on the running of any statute of limitations, laches, or other
timeliness defenses during the Tolling Period, and any statute of limitations shall be
tolled during and for the Tolling Period.

3. Thatcher reserves the right to assert all responses and defenses to the Division’s Tolled
Claims, including but not limited to statutes of limitations, laches, or other timeliness
defenses, with the sole exception of defenses based on the passage of time during the
Tolling Period. This Tolling Agreement shall not be deemed to revive any claims that, as
of November 9, 2022 are barred, in whole or in part, by any statute of limitations or by
the doctrine of laches, or other timeliness defenses; and this Tolling Agreement shall not
prevent Thatcher from asserting that any Tolled Claims have expired, are untimely or

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are unduly delayed, so long as grounds exist for such assertions aside from the passage of
time during the Tolling Period.

4. Nothing in this Tolling Agreement constitutes an admission by Thatcher or alters the
claims or defenses available to any Party, except as specifically provided in this Tolling
Agreement.

5. This Tolling Agreement does not alter any statement in the November 1, 2022, NOV/CO
issued to Thatcher and does not alter Thatcher’s obligation to comply with any
applicable environmental laws in the Utah Solid and Hazardous Waste Act or the Rules.

6. Any Party may terminate this Tolling Agreement under this paragraph for any reason
and without cause. This Tolling Agreement shall automatically terminate on January 1,
2025, unless:

a. terminated at an earlier date by prior written notice of the Party wishing to
terminate, sent by certified mail or registered mail, return receipt requested,
addressed to the Parties at the addresses indicated below; or

b. extended by written agreement signed by all Parties.

7. Any termination prior to January 1, 2025, shall not be effective until thirty (30) days after
the date of sending a written notice described in Paragraph 6(a). A Party giving such
notice shall specify the exact date on which the termination first becomes effective. That
date cannot extend beyond January 1, 2025 even if the effective date will be less than
thirty (30) days after the date of sending a written notice described in Paragraph 6(a).
This Agreement will always automatically terminate on January 1, 2025 unless extended
by a written agreement signed by all Parties under Paragraph 6(b).

8. All notices or other written communications under this Agreement shall be sent by mail
or email to:

a. If to the Division:
Douglas J. Hansen
Director, Division of Waste Management and Radiation Control
Email: [e-mail]

With a copy to:
Haley Sousa
Assistant Attorney General, Utah Office of the Attorney General
Email: [e-mail]

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b. If to Thatcher:
Michael Mitchell, President
Thatcher Company, Inc.
PO Box 27497
Salt Lake City, UT 84104

With a copy to:
Steven J. Christiansen
Parr Brown Gee & Loveless
Counsel for Thatcher Company, Inc.
Email: [e-mail]

Marty Banks
Parr Brown Gee & Loveless
Counsel for Thatcher Company, Inc.
Email: [e-mail]

9. This Tolling Agreement is not intended to affect any claims by or against third parties.

10. This Tolling Agreement is effective upon execution by the Parties, and without the
requirement of filing with any Court, and may be signed in counterparts.

11. This Tolling Agreement contains the entire agreement between the Parties as to this
subject, and no statement, promise, or inducement made by any Party to this Tolling
Agreement that is not set forth in this Tolling Agreement shall be valid or binding, nor
shall it be used in construing the terms of this Tolling Agreement as set forth in this
Tolling Agreement.

12. The undersigned counsel of each Party certifies that he or she is authorized to enter into
the terms and conditions of this Tolling Agreement, and to execute for and bind the Party
whom he or she represents for purposes of this Tolling Agreement.

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IN WITNESS WHEREOF, the Parties execute this Tolling Agreement.

________________________________ Date: ___________________
Haley Sousa, Assistant Attorney General
Counsel for
Utah Department of Environmental Quality
Division of Waste Management & Radiation Control

________________________________ Date: May 20, 2024
Steven J. Christiansen
Martin K. Banks
Parr Brown Gee & Loveless
Counsel for
Thatcher Company, Inc.

May 27, 2024