SUPPLEMENTAL AGREEMENT

between

BP PRODUCTS NORTH AMERICA INC. F/K/A AMOCO OIL COMPANY

and THE VILLAGE OF NORTHBROOK

regarding

TIERED APPROACH TO CORRECTIVE-ACTION OBJECTIVES

This Supplemental Agreement (“Agreement”) is entered into this ____ day of

_________, 2015, by and between BP Products North America Inc. f/k/a Amoco Oil

Company (“BP”) and the Village of Northbrook (“Village”).

I. BACKGROUND

1. BP was the owner and operator of underground storage tanks on a Site located

at 501 Dundee Road, at the southwest corner of the intersection of Skokie Boulevard and

Dundee Road, in Northbrook, Illinois (the “Site”). A map and legal description of the Site are

attached to this Agreement as Exhibit A.

2. BP has obtained approval of an amended High Priority Corrective Action Plan,

dated July 3, 2014, and is pursuing a No Further Remediation (“NFR”) Letter for the Site under

the State of Illinois' Leaking Underground Storage Tank Program and Tiered Approach to

Corrective Action Objectives (“TACO”) regulations, 35 Ill. Admin. Code Parts 731 and 742. The

Illinois Emergency Management Agency has assigned incident number 952212 to the release at

this Site.

3. BP has studied and remediated the Site. BP has completed an environmental

cleanup (“corrective action”) at the Site. BP's studies indicate that there may be some limited

residual contamination in soil located within the right-of-way that defines Skokie Boulevard

(referred to as the “Right-of-Way”). The portion of the Right-of-Way that is adjacent to the Site is

depicted in Exhibit B.

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4. An area of soil in the Right-of-Way is potentially contaminated above soil

remediation objectives developed for the site under 35 Ill. Admin. Code Part 742. This area is

referred to as the “Affected Area,” and is depicted in the attached Exhibit C.

5. The attached Exhibit D provides a table showing the concentration of

contaminants of concern within the Affected Area believed to be caused by a release from the

Site by, or on behalf of, BP or its predecessor owners and operators of the Site (hereafter

“Contaminants,” “Contamination” or “Contaminated”). Exhibit D shows the applicable soil

remediation objectives at the Site and the Right-of-Way which may be exceeded due to residual

contamination in the Affected Area.

6. The Village holds a fee simple interest or a dedication for highway purposes in

the Right-of-Way, and has jurisdiction over the Right-of-Way. The Village owns water main and

sanitary sewer facilities in the Right-of-Way. The Village exercises sole control over access to

the soil beneath the surface of the Right-of-Way.

II. BASES FOR AGREEMENT

1. (a) The Village and BP have agreed to enter into a Highway Authority Agreement

regarding the Affected Area in the form attached as Exhibit E, and this Agreement is intended to

supplement the parties’ rights and obligations provided for in the Highway Authority Agreement.

(b) This Agreement shall be null and void should the IEPA not approve the Highway

Authority Agreement for Incident Number 952212 or should the Highway Authority Agreement

not be referenced in the NFR Letter for Incident Number 952212.

III. OBLIGATIONS OF THE PARTIES

1. This Agreement is entered into in order to establish a process for the resolution

of claims the Village may have against BP arising from the release of Contaminants into the

Right-of-Way from the Site.

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2. Concurrent with the execution of this Agreement, the Village and BP agree to

execute a Highway Authority Agreement in a form substantially similar to Exhibit E and comply

with its terms.

3. Provided that the Village notifies BP within ninety (90) days after receiving a

claim and further provides BP with an opportunity to defend such claim, BP agrees to indemnify,

hold harmless, and defend the Village and its agents, officials, contractors, and employees

(“Village Indemnitees”) for all claims, obligations and liabilities asserted against or costs incurred

by the Village Indemnitees, including, without limitation, remediation costs and expenses,

consultants' fees, attorneys’ fees and court costs, associated with the release of Contaminants

from the Site by, or on behalf of, BP or its predecessor owners and operators of the Site.

4. BP agrees to reimburse the Village for the reasonable costs the Village may incur

in protecting human health and the environment due to the release of Contaminants in and from

the Site by, or on behalf of, BP or its predecessor owners and operators of the Site. Such costs

may cover, without limitation, the following:

(a) Costs for identifying, investigating, handling, storing, and disposing of

Contaminated soil and groundwater in the Right-of-Way (subject to the

provisions of Section 5);

(b) The amount of $20,000.00, to be used toward the lining of the 12-inch

diameter sanitary sewer located in the Right-of-Way along the east

boundary of the Site and extending southeast of the Site, and for the

preparation of a Health and Safety Plan to address potential future work

by the Village in the Right-of-Way; and

(c) Costs incurred by the Village in connection with the preparation,

negotiation, and execution of this Agreement and the Highway Authority

Agreement, including consultants’ and attorneys’ fees and costs

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(collectively, “Agreement Fees”), in the amount of $10,000.00, which has

been paid by BP to the Village and which the Village will accept as full

payment of the Agreement Fees by BP.

5. (a) This Agreement does not limit the Village's ability to construct,

reconstruct, improve, repair, maintain and operate a highway and water, sanitary sewer and

storm sewer facilities upon the Right-of-Way or to allow others to use or possess the Right-of-

Way by permit or vacation. The Village reserves the right and the right of those using the Right-

of-Way under permit to remove Contaminated soil or groundwater from its Right-of-Way and to

dispose of them as is appropriate under applicable environmental laws.

(b) Prior to performing work in the Affected Area, the Village or other

permitted user of the Right-of-Way will give BP thirty days’ advance written notice that it intends

to perform such work and that it intends to remove or dispose of Contaminated soil or

groundwater as necessary for its work; provided, however, that no prior written notice shall be

required in the case of any necessary emergency work. During any thirty day notice period,

which may be extended by agreement of the parties, the Village and BP will engage in a good-

faith, collaborative process to arrive at a consensus approach to managing the Contaminated

soil or groundwater in the Affected Area in an attempt to reconcile (i) BP’s preference for

performing as much of this work as possible with (ii) the Village’s engineering and other

constraints in doing so. Work performed by BP must be performed under a permit from the

Village. The final decision for management of Contaminated soil or groundwater will be in the

discretion of the Village. If practicable, as determined by the Village, the Village or other

permitted user of the Right-of-Way may request BP to remove and dispose of, in whole or in

part, Contaminated soil/or groundwater necessary for the Village's or other permitted user’s

work in advance of that work.

(c) BP shall reimburse all reasonable costs incurred by the Village to

investigate Contamination in the Affected Area and to dispose of any soil or groundwater that is

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confirmed, through any applicable procedures, to be Contaminated. However, if BP has not

been given notice and an opportunity to engage in the consensus process allowing it to perform

that investigation and disposal within the process described in subsection (c) above and there

was no emergency work performed, reimbursement shall be limited to actual costs not to

exceed $10,000.

6. This Agreement shall be binding upon all successors in interest and assigns to

BP and the Village. Successors in interest to the Village may include parties taking title to all or

part of the Right-of-Way that may be vacated in the future by the Village.

IV. TERMINATION

This Agreement shall continue in effect from the date of execution shown on page 1 until:

(a) the Affected Area within the Right-of-Way is demonstrated, to the satisfaction of the Village

and the IEPA, to be suitable for unrestricted use; and (b) there is no longer a need, as

determined by the Village and the IEPA, for this Agreement as a Highway Authority Agreement;

and (c) the IEPA issues a new NFR letter for the Site reflecting that there is no longer a need for

a Highway Authority Agreement.

V. NOTICES; EXHIBITS

1. Written notices required by this Agreement shall be mailed to the following:

BP: BP Products North America Inc., f/k/a Amoco Oil Company Attention: Illinois-Remediation Management Project Manager 150 W. Warrenville Road Mail Code 200-1N Naperville, IL 60563 BP Legal Attention: Illinois Environmental Attorney 150 W. Warrenville Road Mail Code 200-1W Naperville, IL 60563

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VILLAGE:

Village of Northbrook 1225 Cedar Lane Northbrook, IL 60062 Attention: Director of Public Works

2. Exhibits A through E attached to this Agreement are incorporated in and made a

part of this Agreement by this reference.

[signatures on following page]

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WHEREFORE, BP and the Village hereby enter into this Agreement as of the date on

page 1 of this Agreement. ATTEST: BP PRODUCTS NORTH AMERICA INC., f/k/a

Amoco Oil Company _____________________________ By: ________________________________ Date: ________________________ Date: ______________________________ ATTEST: VILLAGE OF NORTHBROOK _____________________________ By: ________________________________ Village Clerk Village Manager Date: ________________________ Date: ______________________________

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EXHIBIT E

HIGHWAY AUTHORITY AGREEMENT