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Unocal Corporation <br /> Diversified Business Groh <br /> 3761 <br /> WWI 1 Valencia Avenue <br /> Brea,California 92823 <br /> Telephone(714)577-2932 <br /> Facsimile(714)577-2980 <br /> E-mail PNiemiec@unocal.com <br /> UNOCAL 76 <br /> November 14, 1997 <br /> Peter J.Niemiee <br /> Assistant Counsel <br /> Asset Management Group <br /> Ms.Mary Meays <br /> Senior REHS <br /> San Joaquin County Public Health Services <br /> Environmental Health Division <br /> 304 East Weber Avenue <br /> 3`'Floor <br /> Stockton,California 95202 <br /> RE: 4707 Pacific Avenue, Stockton CA <br /> Dear Ms.Meays: <br /> In response to our meeting in your offices on Monday, November 10, 1997, enclosed is a copy of the <br /> Environmental Agreement between Union Oil Company of California and Tosco Corporation. This Agreement is a <br /> supplemental agreement to the Sale and Purchase Agreement for 76 Products Company,dated December 14, 1996 which <br /> is the agreement pursuant to which Union Oil Company of California transferred its operating refining and marketing <br /> assets to Tosco. As I have informed you,the closing date on that sale was April 1, 1997. <br /> Pursuant to Paragraph 5(a) of the Environmental Agreement, Tosco agreed to conduct all "Baseline Corrective <br /> Action." As you can see from looking at Paragraph I(b)of the Environmental Agreement, `Baseline" means all releases <br /> that occurred prior to closing. Thus, Tosco agreed to address all releases at stations that it acquired pursuant to this <br /> Agreement. Also note that Tosco agreed to pay the first$7 million of `Baseline Corrective Action Costs" on an annual <br /> basis and 40%of the amount of such costs above the annual cap. <br /> In your memo to me of November 10, you noted that you requested a"list of contractual agreements since January <br /> 1, 1997 between consultants; MPDS, GeoStrategies and Pacific Environmental; and Unocal and Tosco . . ." I indicated <br /> to you at the meeting that I did not think that such a list would be helpful in resolving who actually paid for work done at <br /> the 4707 Pacific Avenue station. At least with respect to Union Oil, these companies performed work for Union Oil <br /> under a master agreement, so that a list of such agreements would not be useful in determining how payments were <br /> made. Union Oil's files for this station do not reflect any invoices dated later than December 1, 1996. It is our current <br /> belief that later invoices for work done at the station are in possession of Tosco. However, according to Robert Boust, <br /> who is the project professional responsible for Union Oil's properties in San Joaquin County, and the individual who <br /> initially approves contractor's invoices for work done on behalf of Unocal in this area, the contractors in question were <br /> advised of the sale of assets to Tosco, and accordingly forwarded all bills for work performed after April 1, 1997 directly <br /> to Tosco. <br />