STATE OF MINNESOTA DISTRICT COURT

COUNTY OF HENNEPIN FOURTH JUDICIAL DISTRICT
State of Minnesota, by its Attorney General, Case Type: Other Civil
Lori Swanson, its Commissioner of Pollution Judge Kevin S. Burke
Control, John Linc Stine, and its Commissioner Court File No. 
of Natural Resources, Tom Landwehr,

Plaintiff,
vs. AGREEMENT
AND ORDER
3M Company,
Defendant.

The State of Minnesota, by its Attorney General and its Commissioners of Pollution
Control and Natural Resources, and 3M Company voluntaiily enter into this Agreement, which
fully and ?nally resolves the above-entitled matter.

1. DEFINITIONS

?Whenever the terms listed below are used in this Agreement, the following de?nitions

shall apply: i
1. shall mean 3M Company, a corporation incorpbrated in the State of
Delaware with its principal place of business in Maplewood, Minnesota.

2. Grant for Water Quality and Sustainability Fund? shall mean a separate
account established in the State?s Remediation Fund pursuant to Minn. Stat. 115B.17 subd. 7
and 116.155, subd. 

3. ?Attorney General? shall mean the Attorney General of the State of Minnesota (or
her authorized designee) and her successors, and the Minnesota Attorney General?s Of?ce.

4. shall mean the Minnesota Department of Natural Resources, a statutory

agency of the State of Minnesota responsible for administering and enforcing Minnesota statutes

and rules relating to the preservation, conservation, management and regulation of natural
resources of the State. See Minn. Stat. Chs. 84, 85, 94 and 103G. Reference to the DNR shall
include its Commissioner, Tom Landwehr (or his authorized designee(s)), and his successors.

5. ?Effective Date? shall mean the date the Court issues its Order approving this
Agreement.

6. ?Grant? shall mean the grant described in paragraph 13.

7. shall mean the Minnesota Pollution Control Agency, a statutory agency
of the State of Minnesota responsible for administering and enforcing Minnesota statutes and
rules relating to water, land and air pollution. See Minn. Stat. Chs. 115, 115B and 116.
Reference to the MPCA shall include its current Commissioner, John Linc Stine (or his
authorized designee(s)), and his predecessor and successors.

8. ?Parties? shall mean collectively 3M and the State.

9. shall mean per? and poly?fluorinated chemicals.

10. shall mean the 2007 Settlement Agreement and Consent Order entered
by and between the and 3M on May 22, 2007.

11. ?State? shall mean the Attorney General, the MPCA, and the DNR.

12. ?Working Group? shall mean a working group established by the MPCA and the
DNR, consisting of representatives of the MPCA, the DNR, East MetrOpolitan Area
municipalities, and 3M. The composition of the Working Group may vary depending on the

project(s) at issue set forth in paragraphs 

II. PAYMENT

13. 3M will make a Grant in the amount of $850 million to the State which shall be
held in the 3M Grant for Water Quality and Sustainability Fund, within ?fteen (15) days from
the Effective Date of this Agreement.

14. The MPCA and/or the DNR shall use the Grant (net of costs, fees, and expenses),
and any interest earned or any other appreciation in value, for projects that are reasonable and
necessary to achieve the purposes of this Agreement:

A. As the ?rst and highest priority, the MPCA and/or the DNR shall utilize
the Grant referenced in paragraph 13 above to enhance the quality, quantity and sustainability of
the drinking water in the East Metropolitan Area, which shall include, but is not necessarily
limited to, the cities of Woodbury, Oakdale, Lake Elmo, Cottage Grove, St. Paul Park, Afton,
and NeWport and the townships of West Lakeland and Grey Cloud Island. The goal of this
highest priority work is to ensure clean drinking water in suf?cient supply to residents and
businesses in the East Metropolitan Area to meet their current and future water needs. Examples
of projects in this ?rst priority may include, but are not limited to, the development of alternative
drinking water sources for municipalities and individual households (including but not limited to
creation or relocation of municipal wells), the treatment of existing water supplies, water
conservation and ef?ciency, open space acquisition, and groundwater recharge (including
projects that encourage, enhance, and assist groundwater recharge). For individual households,
projects may include, but are not limited to, connecting those residences to municipal water
supplies, providing individual treatment systems, or constructing new wells. The MPCA shall
conduct a source assessment and feasibility study regarding the role of the Valley Branch Water

District?s project known as Project 1007 in the conveyance of PFCS in the environment. In

selecting and performing activities pursuant to this paragraph, the State shall prioritize water
supplies where health based values, health risk limits, and/or health risk indices for PFCs are
exceeded.

B. As the second highest priority, and after the MPCA and/or the DNR have
reasonably achieved the goal set forth above in paragraph 14.A., the MPCA and/or the DNR
shall utilize the Grant on projects that restOre and enhance aquatic resources, wildlife, habitat,
?shing, resource improvement, and outdoor recreational opportunities in the East Metropolitan
Area and in areas of the Mississippi and St. Croix Rivers. These projects may
include, but are not limited to: aquatic habitat and water resource protection and restoration;
(ii) terrestrial and water trails; boat ramps and/or ?shing piers along the Mississippi River,
Lake Elmo, or other waterbodies in or of the East MetrOpolitan Area; (iv) the
restoration of Wildlife habitat; and implementation of other terrestrial conservation and
recreational improvements in the same geographic area. While implementing the goal set forth
above in paragraph l4.A., the MPCA and/or the DNR shall have immediate access of up to $20
million of Grant funds to undertake the goals set forth in this paragraph 14.B.

C. As the third highest priority, and if any portion of the Grant remains (other
than the amounts set forth in paragraphs 15?16 below) after the MPCA and/or the DNR have
reasonably achieved the goals set forth above in paragraph the MPCA and/or the DNR
shall utilize the Grant to fund residual, statewide water resources, habitat restoration, open space
preservation, recreation improvements, and other sustainability projects.

15. The Grant includes reimbursement to the Remediation Fund for all costs of the

MPCA under the SACO, except as provided in paragraph 19. Notwithstanding paragraph l4.A.-

.C. above, the MPCA shall have immediate access to the amount referenced in this paragraph for
any lawful purpose as set forth in Minn. Stat. 115B.20, subd. 2 and 116.155, subd. 2.

16. The Grant also includes reimbursement to the Remediation Fund in the amount of
$300,441.95 for the reasonable costs incurred by the MPCA and/or the DNR for assessing
damages to natural resources, pursuant to Minn. Stat. 115B.04, subd. Notwithstanding
paragraph 14.A.-.C. above, the MPCA and/or the DNR shall have immediate access to the
amount referenced in this paragraph for any lawful purpose as set forth in Minn. Stat. 
115B.20, subd. 2 and 116.155, subd. 2.

17. The MPCA and/or the DNR shall form a Working Group to identify and
recommend projects referenced in paragraphs above. Pursuant to Minn. Stat. 116.155
and 115B.20, the MPCA and/or the DNR shall have the ultimate responsibility, in their
discretion, to determine the projects to be implemented under this Agreement (provided that the
MPCA and/or the DNR will adhere to the spending prioritizations described above). The MPCA
and/or the DNR will also consult with municipalities and the Metropolitan Council as necessary
and appropriate on implementation of projects under paragraph 14A. above and may use Grant
monies to reimburse those entities for projects undertaken that meet the goals set forth in
paragraph 14A. above. The MPCA and/or the DNR may use Grant monies to retain technical
experts to assist the Working Group.

RELEASE OF CLAIMS AND DISMISSAL

18. In consideration of the stipulated relief, the suf?ciency of which is acknowledged,
including 3M?s payments speci?ed herein, the State fully and completely releases and waives
against 3M and its af?liates, subsidiaries, parent corporations and companies, predecessors,

successors, and current or former employees, directors, attorneys, shareholders, agents,

representatives, insurers, and the like (?Released Parties?), any and all claims or causes of action
known or unknown through the Effective Date of this Agreement, related to claims alleged in the
State?s Amended Complaint or that could have been alleged by the State in its Amended
Complaint for natural resource damages, including under the Minnesota Environmental
Response and Liability Act, the Minnesota Water Pollution Control Act, any statute or common
law theory, arising out of or relating to 3M?s manufacture, distribution, disposal or other
environmental management of PFCs or the release of 3M PFCs into the environment. The
MPCA also fully and completely releases and waives any and all claims against 3M relating to
the costs incurred in 2017 under the SACO. 3M fully and completely releases and
waives any and all claims against the State relating to the Amended Complaint, including any
claim for contribution and/or indemnity, and attorney fees and costs and expenses. 3M further
fully and completely releases and waives any and all claims against the State relating to
reimbursement of MPCA costs incurred in 2017 under the SACO.

19. The SACO shall remain in place, and 3M shall continue to be bound by the terms
of the SACO, including the continuation of reimbursement of the costs and 3M?s
ongoing implementation of the remedy approved by the MPCA for 3M?s Cottage Grove,
Woodbury, and Oakdale Sites. In addition, for a period of five (5) years after the Effective Date
of this Agreement, 3M agrees to pay up to $40 million to fund the projects and/or activities set
forth in paragraph 0f the SACO for temporary purposes, which shall include but are not
limited to individual home water treatment systems that can be cost effectively connected within
such ?ve (5) year period to municipal systems, provision of bottled water, temporary municipal
water treatment systems and the operation and maintenance of the temporary safe drinking water

projects and activities. Otherwise, except for temporary measures referenced in the preceding

sentence, the Grant shall fund ?iture projects that would have been payable under the SACO. If
the Grant is depleted, the provisions of the SACO shall once again become operative. The
Parties v'vill annually review the continuing need for the SACO in light of the implementation of
the projects outlined above, including projects related to the Washington County Land?ll. I

20. Within ?ve (5) days from the Effective Date of this Agreement, the State and 3M
will ?le a Stipulation of Dismissal with Prejudice, dismissing the Amended Complaint with
prejudice and without attorneys? fees, expenses, and costs to either Party.

IV. GENERAL TERMS

21. The Parties are executing this Agreement for the sole purpose of settling and fully
resolving the State?s claims against 3M, which are disputed. Nothing about the Agreement shall
constitute any admission by either Party of fault, responsibility, wrongdoing, or liability on the
part of the Released Parties, nor does it constitute evidence of liability or wrongful conduct on
the part of either Party, or any admission by either Party regarding the validity of any statutory or
regulatory action by the State. Nothing in this Agreement shall be construed as an. admission
that 3M has legal responsibility for any contamination or other injury associated with the
Washington County Land?ll. This Agreement shall not be admissible in any future
administrative or judicial proceeding as evidence of fault or liability in any investigation, claim,
action, suit, or proceeding, or federal or state court or arbitration proceeding. Nothing in this
Agreement shall relieve either Party of its obligation to comply. with all applicable Minnesota
and federal laws and regulations.

22. Nothing in this Agreement shall limit the Attorney General, the MPCA, and/or the

ability to bring claims against any person or entity not covered by this Agreement.

23. This Agreement may be executed in counterparts, each of which constitutes an
original, and all of which shall constitute one and the same Agreement. This Agreement may be
executed by facsimile or electronic copy in any image format.

24. The person signing this Agreement for 3M warrants that he or she is authorized
to execute this Agreement, that 3M has been fully advised by its counsel before entering into the
Agreement, and that he or she executes this Agreement in an of?cial capacity that binds 3M.
The persons signing this Agreement for the Attorney General, the MPCA, and the DNR warrant
that they have been authorized to do so by the Attorney General, the MPCA, and the DNR,
respectively, and they do so in their official capacities. This Agreement constitutes the full and
complete terms of the agreement entered into by the Parties.

25. The Parties agree that the Hennepin County District Court shall retain jurisdiction
over this matter for purposes of enforcing the Agreement, including any dispute between the
Parties regarding selection and/or implementation of the priority projects as described in
paragraph above. The Parties request that, upon his retirement, the Honorable Kevin
Burke shall be appointed by the Court as a Consensual Special Magistrate, pursuant to Minn. R.
Gen. Prac. 114.02, to carry out the duties in the preceding sentence, with his reasonable fees and
expenses to be paid with Grant monies. The Court shall also retain jurisdiction of this matter for
purposes of enforcing the Order for Judgment. 3M and the State may each retain one expert to
provide technical assistance in evaluating any issues that arise under this paragraph. The Parties
agree that, before filing any motion under this paragraph, they shall meet and confer in an
attempt to resolve any dispute and shall further mediate such dispute with Judge Burke prior to

filing any motion with the Court in a ?irther attempt to resolve any outstanding issues. If Judge

Burke is unavailable, or if the Parties otherwise mutually agree, the Parties will select a mutually
agreeable substitute to serve as a Consensual Special Magistrate.

26. The failure of 3M, the Attorney General, the MPCA, and/or the DNR to exercise
any rights under this Agreement shall not be deemed a waiver of any right or any future rights.

27. If any part of this Agreement shall be found or held to be invalid or unenforceable
by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the
remainder of this Agreement.

28. The Agreement shall be binding and enforceable against 3M, including any
acquirer of 3M or its business.

29. This Agreement may be amended only by written agreement between the Parties
and Subject to approval by the Court.

30. This Agreement, including any issues relating to interpretation or enforcement,
shall be governed by the laws of the State of Minnesota.

31. Each of the Parties is represented by counsel, participated in the drafting of this
Agreement, and agrees that the Agreement?s terms may not be construed against or in favor of
any of the Parties by virtue of draftsmanship. The Parties agree to perform such further acts and
to execute and deliver such further documents as may reasonably be necessary to carry out this

Agreement.

THE PARTIES ENTER INTO AND APPROVE THIS AGREEMENT AND SUBMIT IT
TO THE COURT SO THAT IT MAY BE APPROVED AND ENTERED AS AN ORDER.

ORDER
Based upon the foregoing Agreement, it is SO ORDERED.

HM: balsam 

Date THE HONORABLE KEVIN s. BURKE
JUDGE OF THE DISTRICT COURT

 

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