FOR THE DISTRICT OF COLORADO Civil Action No. 99-MK-2086 ...€¦ · JULIE FARRAR-KUHN and CARRIE ANN LUCAS, for themselves and all others similarly situated, Plaintiffs, v. CONOCO

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 99-MK-2086 JULIE FARRAR-KUHN and CARRIE ANN LUCAS, for themselves and all others similarly situated, Plaintiffs, v. CONOCO INC., Defendant.

CONSENT DECREE 1. DEFINITIONS

In addition to terms defined elsewhere in the Consent Decree, the following terms shall have the meanings set forth below.

1.1 Accessibility Enhancements. Means the modifications to Elements set forth on Exhibit 3 of this Consent Decree required by Paragraphs 8 and 9 hereof. Accessibility Enhancements are distinguished from Alterations.

1.2 ADA. Refers to the Americans with Disabilities Act, 42 U. S. C. § 12101 et seq.

1.3 Alteration. Has the meaning ascribed in 28 C.F.R. § 36.402, subject also to the provisions of 28 C.F.R. § 36.403. Accessibility Enhancements are specifically excepted from and do not constitute Alterations.

1.4 Alternative Methods. Refers to Readily Achievable methods other than barrier removal by which a public accommodation can make its goods, services, facilities, privileges, advantages, or accommodations available to persons with Mobility Disabilities, subject to the terms set out in 28 C.F.R. § 36.305.

1.5 Breakplace Store. Means a Corporate Store operated using the breakplace logo.

1.6 CADA. Refers to the public accommodations provisions of the Colorado Anti-Discrimination Act, C.R.S. §§ 24-34-601 et seq.

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1.7 Class Counsel. Means Amy F. Robertson and Timothy P. Fox of the law firm of Fox & Robertson, P.C. and Kevin Williams of the Colorado Cross-Disability Coalition, and any attorneys practicing with those attorneys, or any attorney who may be substituted for one of these attorneys upon motion to the Court.

1.8 Class Member. Means a member of the Settlement Class.

1.9 Conditioned Permit. Means a permit required to complete an Accessibility Enhancement that contains extraordinary, unusual or unexpected conditions.

1.10 Conoco. Means Conoco Inc., the defendant herein.

1.11 Consent Decree. Means this document and the exhibits attached to this document.

1.12 Corporate Store. Means a gas station/convenience store, including Breakplace Stores, owned by Conoco anywhere in the United States of America or the District of Columbia. The term includes the site, all buildings on the site, and all Elements on the site.

1.13 CRIND. Means a self-service credit card reader in a fuel dispenser.

1.14 Defense. Means any of the reasons set forth in Paragraphs 8.2, 8.3, 8.4, 8.5, 8.6, 9.2, 9.3, 9.4, 9.5 and 9.6 for which Conoco is permitted not to undertake an Accessibility Enhancement that would otherwise be called for by this Consent Decree.

1.15 Dispute Resolution. Means the process described in Paragraph 21 hereof.

1.16 Element. Means an architectural or mechanical component of a building, facility, space, or site, e.g., telephone, curb ramp, door, drinking fountain, seating, or water closet. Element as used herein includes those items listed in Exhibit 3. Inclusion of an Element in this Consent Decree or any of its exhibits does not constitute an admission by Conoco that the Element is an ”accessible element” as that term is defined in Standards § 3.5. Conoco expressly does not waive the position that only elements specified in Standards §§ 4.1.2 or 4.1.3 are “accessible elements.”

1.17 Enhancement Report. Means the report to be created for each Corporate Store following the survey procedure described in Exhibit 5 using the proprietary software of the Independent Expert, describing the Accessibility Enhancements required by this Consent Decree as a result of a survey of the Corporate Store pursuant to Paragraphs 7.2, 8.1 or 9.1. The Enhancement Report prepared as a result of the survey will state the Accessibility Enhancements Conoco plans to perform, the Accessibility Enhancements as to which Conoco asserts a Defense,

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and, as to the last category, the Alternative Methods that Conoco plans to undertake.

1.18 Existing Corporate Store. Means any Corporate Store that was designed and constructed for first occupancy prior to January 26, 1993.

1.19 Final Approval. Means approval of this Consent Decree by a United States District Judge. If any objectors appeal the district judge’s approval, “Final Approval” means that date that all possible appeals have been dismissed and the time for any further appeal has expired.

1.20 Independent Expert. Means William E. Endelman of Endelman & Associates, or if he becomes unavailable, a substitute expert agreed upon by the Parties.

1.21 Mobility Disability. Means a disability, as that term is defined in 42 U.S.C. § 12102, that necessitates the use of a wheelchair or scooter for mobility.

1.22 Monitoring. Means the activities undertaken by the Independent Expert following Final Approval of this Consent Decree pursuant to Paragraph 13 hereof.

1.23 Named Plaintiffs. Refers to Julie Farrar-Kuhn (“Farrar-Kuhn”) and Carrie Ann Lucas (“Lucas”).

1.24 New Corporate Store. Means a Corporate Store designed and constructed for first occupancy on or after January 26, 1993.

1.25 Notice. Means the notice attached as Exhibit 13 hereto.

1.26 Party or Parties. Means Named Plaintiffs and/or Conoco.

1.27 Pilot Program. Means the program described in Paragraph 7.

1.28 Preliminary Approval. Means the initial approval by a United States District Judge of the terms of this Consent Decree, which shall occur prior to any Notice being provided in accordance with Paragraph 25 of this Consent Decree.

1.29 Readily Achievable. Means “easily accomplishable and able to be carried out without much difficulty or expense.” [Reference: 28 C.F.R. § 36.104].

1.30 Settlement Class. Means the class of all persons with disabilities who use wheelchairs or scooters for mobility who, within four years of the filing of the Complaint in the Lawsuit have been denied, or are currently being denied, full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any Corporate Store.

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1.31 Significant Loss Of Selling Or Serving Space. Means rearrangement or relocation of equipment or display racks resulting in the loss of the applicable percentage shown below of the space on the sales floor devoted to the display of merchandise, including cooler shelving, non-perishable shelving or hot-to-go counter or cabinet space, as follows:

Corporate Stores under 2000 total square feet: 1% Corporate Stores of 2000-3000 total square feet: 3% Corporate Stores of over 3000 total square feet: 5%

provided that this Defense does not apply until Conoco has exhausted all good faith efforts to achieve the Accessibility Enhancement in question by displaying merchandise in alternative fashions. [Reference: 28 C.F.R. § 36.304(f)].

1.32 Significant Risk. Means a significant risk to the health or safety of others that cannot be eliminated by a modification of policies, practices, or procedures or by the provision of auxiliary aids or services. [Reference: 42 U.S.C. § 12182(B)(3)].

1.33 Standards. Refers to the Standards for Accessible Design, 28 C.F.R. Part 36, Appendix A, July 1, 1994 version.

1.34 Structurally Impracticable or Structural Impracticability. An Accessibility Enhancement will be considered structurally impracticable in those rare circumstances where full compliance has little likelihood of being accomplished because the unique characteristics of terrain prevent the incorporation of an accessibility feature. [Reference: 28 C.F.R. § 36.401(c)].

1.35 Subsequently Acquired Corporate Store. Means a Corporate Store that Conoco acquires after Final Approval of this Consent Decree. Any store that is owned by the corporate entity surviving after the merger of Conoco and Phillips Petroleum Company only by reason of such merger shall not be considered a Subsequently Acquired Corporate Store.

1.36 Subsequently Relinquished Corporate Store. Means a Corporate Store that ceases to be a Corporate Store after Final Approval of this Consent Decree. Any Corporate Store presently owned by Conoco which, as a result of the pending merger between Conoco and Phillips Petroleum Company, is owned by the corporate entity surviving after that merger is subject to the terms of this Consent Decree and is not a Subsequently Relinquished Corporate Store by virtue of the merger.

1.37 Technically Infeasible or Technical Infeasibility. With respect to an Alteration, means something that has little likelihood of being accomplished because existing structural conditions would require removing or altering a load-bearing member which is an essential part of the structural frame; or because other existing

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physical or site constraints prohibit modification or addition of elements, spaces, or features which are in full and strict compliance with the minimum requirements for Alterations or new construction and which are necessary to provide accessibility. [Reference: Standards § 4.1.6(1)(j)].

1.38 To The Maximum Extent Feasible. Means that (a) where an Accessibility Enhancement is Virtually Impossible, Conoco shall carry out the Enhancement “to the maximum extent feasible,” giving that phrase the meaning set forth in 28 C.F.R. § 36.402(c); or (b) where an Alteration is planned, has the meaning set forth in 28 C.F.R. § 36.402(c).

1.39 Virtually Impossible or Virtual Impossibility. Has the meaning ascribed in 28 C.F.R. § 36.402(c).

2. INTRODUCTION

2.1 Parties to this Consent Decree. This Consent Decree is entered into by and between Conoco and the Named Plaintiffs, on behalf of themselves individually and the Settlement Class.

2.2 Number of Corporate Stores. Conoco owns 124 Corporate Stores.

2.3 Disability. Farrar-Kuhn and Lucas each uses a wheelchair for mobility and each is a person with a Mobility Disability. Farrar-Kuhn and Lucas each owns an automobile and each has frequented a number of Corporate Stores within the four years prior to the filing of this lawsuit, up to and including the present date.

2.4 The Lawsuit. The Named Plaintiffs have brought suit in the United States District Court for the District of Colorado, Civil Action No. 99-MK-2086 (the “Lawsuit”), in which they allege that Conoco violated Title III of the ADA at all of its Corporate Stores, and the public accommodations provisions of the CADA at its Corporate Stores in Colorado. Conoco answered the second amended complaint and denied that it had violated the ADA or the CADA. In February 2000, Conoco and Named Plaintiffs and their respective counsel began negotiations regarding accessibility at Corporate Stores. The Parties and their counsel have negotiated in good faith concerning accessibility issues, and their negotiations have resulted in this Consent Decree. Conoco has denied and continues to deny liability for all claims, as further described in Paragraph 3. The Parties and their counsel have agreed to this Consent Decree to avoid the uncertainties and costs of further or future litigation.

2.5 Class Certification. On August 22, 2000, the Court certified the Lawsuit as a class action and approved the Named Plaintiffs to represent a class of “[a]ll persons with disabilities who use wheelchairs or scooters for mobility who, within four years of the filing of the Complaint in this case, have been denied, or are

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currently being denied, full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any service station or convenience store that is owned by Conoco Inc.”

2.6 Intent of the Parties. The Parties now wish to effect a complete resolution and settlement of all claims, disputes and controversies relating to the allegations made by Named Plaintiffs and to resolve their differences and disputes by settling the Lawsuit.

2.7 No Third Party Beneficiaries. Individual members of the Settlement Class are not third party beneficiaries of this Consent Decree, and they shall have no right to bring any action for any alleged violation of this Consent Decree. Only Class Counsel shall have the authority to enforce this Consent Decree.

2.8 Incorporation of Exhibits. The terms of all Exhibits attached hereto are fully incorporated into this Consent Decree and are an integral part thereof. The terms of this Consent Decree, where applicable, are fully incorporated into all Exhibits and are, where applicable, an integral part thereof.

2.9 Force Majeure. Failure of Conoco to perform any action required by this Consent Decree will not subject it to any liability or remedy for damages or otherwise if such failure is caused in whole or in part by acts of God, fires, accidents, earthquakes, explosions, floods, wars, labor disputes or shortages, riots, sabotage, or any similar circumstances beyond Conoco’s reasonable control.

2.10 Successors and Assigns. This Consent Decree and all Exhibits are binding on all successors and assigns of Named Plaintiffs, the Settlement Class members, Conoco and Class Counsel.

3. NO ADMISSION OF LIABILITY

By agreeing to and voluntarily entering in to this Consent Decree, there is no admission or concession by Conoco, express or implied, that Conoco has in any way violated the ADA or the CADA, or any other federal, state, or local law, regulation, order, or rule. Conoco denies and continues to deny that it has violated any such laws pertaining to access for persons with Mobility Disabilities at any Corporate Store or otherwise. Conoco denies and continues to deny any and all liability to Named Plaintiffs or the Settlement Class for any such claims and for claims for monetary damages. This Consent Decree, any statements or negotiations made in connection with the Consent Decree, and any actions taken by any Party under this Decree, may not be offered or be admissible in evidence or in any other manner against that Party in any action or proceeding for any purpose, except in any action or proceeding brought to enforce the terms of this Consent Decree by or against Named Plaintiffs, the Settlement Class, or Conoco, or by Conoco in defense of any claims brought by Named Plaintiffs or the Settlement Class.

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4. CONDITIONS PRECEDENT

This Consent Decree shall be conditioned upon and shall be effective only upon, the occurrence of all of the following events:

4.1 Preliminary Approval. Class Counsel and Conoco move jointly by stipulation for an Order Granting Preliminary Approval of this Consent Decree and Issuance of Notice in accordance with Paragraph 24 of this Consent Decree and such motion is granted by the Court.

4.2 Notice. Notice is provided to the Settlement Class in accordance with Paragraph 25 of this Consent Decree.

4.3 Fairness Hearing. A Fairness Hearing is held in accordance with Paragraph 24.3 of this Consent Decree.

4.4 Jurisdiction. A determination is made by the Court that it has personal jurisdiction and subject matter jurisdiction over the Parties and the claims raised in the Second Amended Class Action Complaint and that venue is proper in the United States District Court for the District of Colorado.

4.5 Final Approval. The Court grants Final Approval of this Consent Decree and enters Judgment in accordance with the terms set forth herein after a Fairness Hearing has been conducted. The Judgment shall finally resolve all issues raised in this proceeding.

5. TERM OF CONSENT DECREE

Except as otherwise set forth in this Consent Decree, the term of this Consent Decree shall be five (5) years from the date of Final Approval of the Consent Decree.

6. LISTS OF CORPORATE STORES

6.1 Existing Corporate Stores. A current list of Existing Corporate Stores is attached as Exhibit 1. An updated list will be provided annually to Class Counsel in accordance with the terms of this Consent Decree.

6.2 New Corporate Stores. A current list of New Corporate Stores is attached as Exhibit 2. An updated list will be provided annually to Class Counsel in accordance with the terms of this Consent Decree.

6.3 Altered Corporate Stores. Once a year Conoco will supply a list of Corporate Stores to which Alterations in excess of $200,000 per Store are made after Final Approval of this Consent Decree.

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7. SURVEY/DISPOSITION/ACCESSIBILITY ENHANCEMENT INITIATION PROCESS (PILOT PROGRAM)

7.1 Selection of Stores. Within one month after Final Approval of this Consent Decree, the Parties will select and confirm in writing a sampling of up to six Corporate Stores in the Denver Metropolitan Area (City and County of Denver and Arapahoe, Boulder, Douglas and Jefferson Counties) for inclusion in a Pilot Program to demonstrate the intent of the Consent Decree. The six Corporate Stores will be selected from both New and Existing Corporate Stores and will reflect the variety of types of Corporate Stores to be affected by the Consent Decree. Class Counsel will select the first three and Conoco will select the second three. Conoco and Class Counsel may agree to adjust the selections as may be necessary to create appropriate sampling.

7.2 Survey by Independent Expert. Within two months of Final Approval, the Independent Expert will survey the Pilot Program Corporate Stores utilizing the procedure described in Exhibit 5. The Independent Expert will provide to Conoco and Class Counsel copies of the completed Enhancement Reports for those Corporate Stores. The Parties agree to instruct the Independent Expert to evaluate compliance at New Corporate Stores in light of the provision of Standards § 3.2 and at Existing Corporate Stores in light of the acceptable measurements on Exhibit 4.

7.3 Alternative Methods. Where the Independent Expert determines that a Defense applies and Conoco is not required to complete an Accessibility Enhancement that, but for the Defense, would be required, Conoco shall state the Alternative Method that it proposes to use, pursuant to Paragraph 8.7 or 9.7, as applicable, to provide access for Class Members. Conoco will comply with this Paragraph by supplying the Alternative Methods called for by each Enhancement Report created by the Independent Expert pursuant to Paragraph 7.2 and providing such information to Class Counsel within one month of receipt of the materials specified in Paragraph 7.2.

7.4 Joint Survey by Class Counsel and Conoco and Meet and Confer. Within two months of receipt by Conoco and Class Counsel of the materials specified in Paragraph 7.2, Class Counsel, Conoco and the Independent Expert shall jointly survey the Pilot Program Stores and the Parties shall discuss the findings and recommended Accessibility Enhancements and Defenses of the Independent Expert and agree upon the recommendations to enable Conoco to go forward with appropriate Accessibility Enhancements at the remaining Corporate Stores. Either Party shall have the right to suggest modifications or amendments to the findings and recommendations of the Independent Expert. If the Parties agree to a modification or amendment of a finding or recommendation of the Independent Expert, the Parties’ agreed modification or amendment shall be substituted for the finding or recommendation of the Independent Expert. In the absence of

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agreement by both Parties to a substitution, the finding or recommendation of the Independent Expert shall control.

7.5 Completion of Accessibility Enhancements. Within three months of the Parties’ agreement on the specifics of the Accessibility Enhancements to be carried forward from the Pilot Program as provided in Paragraph 7.4, Conoco will complete the Accessibility Enhancements at the six Pilot Program Corporate Stores identified as necessary by the Pilot Program and as agreed to by the Parties, and will notify the Independent Expert and Class Counsel of completion using the Notification Form in Exhibit 6.

7.6 Inspection of Completed Accessibility Enhancements. Within two months of the Independent Expert’s and Class Counsel’s receipt of notification as provided in Paragraph 7.5, the Independent Expert shall inspect the six Pilot Program Corporate Stores. Within one month of completion of these inspections, the Independent Expert shall provide both Conoco and Class Counsel with specific written comments for any inspected Corporate Store he deems not to meet the Pilot Program findings and recommendations. For those Corporate Stores deemed to meet the Pilot Program findings and recommendations, the Independent Expert will report in writing within the same time frame using the Certification Form in Exhibit 7.

7.7 Joint Inspection by Class Counsel and Conoco and Meet and Confer. Within two months of receipt by Conoco and Class Counsel of the materials specified in Paragraph 7.6, Class Counsel, Conoco and the Independent Expert shall jointly inspect the Pilot Program Corporate Stores and, if either Party disagrees with the conclusions of the Independent Expert, the Parties shall meet and confer in an effort to resolve their disagreement. Every effort shall be made by both Parties to conduct the “meet and confer” session at the same time as the Parties’ joint survey of the Pilot Program Corporate Stores. Either Party shall have the right to suggest modifications or amendments to the conclusions of the Independent Expert. If the Parties agree to a modification or amendment of a conclusion of the Independent Expert, the Parties’ agreed modification or amendment shall be substituted for the conclusion of the Independent Expert. In the absence of agreement by both Parties to a substitution, the conclusion of the Independent Expert shall control.

7.8 Response to Comments and Reinspection. Within two months of completion of the joint inspection of the Pilot Program Corporate Stores or the completion of any meet and confer, whichever is later, that results in a finding that an Accessibility Enhancement was not completed in accordance with the Pilot Program findings and recommendations, Conoco shall modify or redo the Accessibility Enhancement to bring it into accord. Conoco will notify the Independent Expert and Class Counsel of completion of the modified or redone Accessibility Enhancement within fourteen (14) days of completion. Within one month of notification the Independent Expert shall reinspect the modified or

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redone Accessibility Enhancement and shall provide Conoco and Class Counsel with written certification of acceptance. Should the Accessibility Enhancement still be out of accord, the Independent Expert shall so notify Conoco. The provisions of this paragraph shall apply to such modification.

7.9 Acceptable Guidelines. Conoco and the Named Plaintiffs agree that the results of this process will represent acceptable guidelines by which to evaluate the completion of Enhancement Reports and Accessibility Enhancements for the remaining Corporate Stores covered by this Consent Decree.

8. ACCESSIBILITY ENHANCEMENTS AT NEW CORPORATE STORES

8.1 Accessibility Enhancements. Except as provided in Paragraphs 8.2, 8.3, 8.4, 8.5, and 8.6, Conoco shall undertake Accessibility Enhancements at New Corporate Stores to Elements listed on Exhibit 3 within the time frames specified in Paragraph 10. The Parties agree that any Element not listed on Exhibit 3 is not a barrier to accessibility for persons with Mobility Disabilities at Conoco Corporate Stores. Prior to commencing any Accessibility Enhancements, Conoco shall survey each Corporate Store using the procedure described in Exhibit 5 using the proprietary software of the Independent Expert and shall prepare a Enhancement Report for each Corporate Store.

8.2 Dimensional Tolerances. This Consent Decree does not require Conoco to undertake an Accessibility Enhancement described in Exhibit 3 at a New Corporate Store if the existing conditions comply with the Standards subject to conventional building industry tolerances for field conditions.

8.3 Legitimate Threat to Human Safety or the Environment. This Consent Decree does not require Conoco to undertake any Accessibility Enhancement described in Exhibit 3 at a New Corporate Store that it believes constitutes a legitimate threat to human safety or the environment. Threats to safety and the environment must be based on actual risks and not on mere speculation, stereotypes, or generalizations. [Reference: 28 C.F.R. § 36.301].

8.4 Structurally Impracticable. Conoco shall not be required to undertake any Accessibility Enhancement at New Corporate Stores if the Accessibility Enhancement is Structurally Impracticable.

8.5 Concrete. Conoco shall not be required to regrade existing concrete area slopes or surfaces (not including curb ramps, ramps and sidewalks that are adjacent to accessible entryways to stores, as described in Exhibit 3). If a vertical level change of greater than one inch develops in the surface of any accessible or van-accessible parking space access aisle at a New or Existing Corporate Store, Conoco must repair or relocate the parking space access aisle, at its option.

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8.6 Elements Not Controlled By Conoco. This Consent Decree does not require Conoco to initiate any Accessibility Enhancement to any Element at any New Corporate Store where the Element is not within the direct control of Conoco.

8.7 Alternative Methods. Whenever Conoco determines that it cannot complete one or more Accessibility Enhancements, for whatever reason, Conoco will undertake Alternative Methods to provide accessibility to and usability of the Element affected.

8.8 Effect of Amendments to the Standards. Should the Standards be amended at any time after Final Approval of this Consent Decree, if such amendment results in an accessibility standard that is less than provided in this Consent Decree, from the effective date of the amendment forward, Conoco shall be required only to meet the lesser of the requirements of this Consent Decree or the Standards as amended. If such amendment results in an accessibility standard that is greater than provided in this Consent Decree, Conoco shall be required only to meet the requirements of this Consent Decree for any Corporate Store in existence as of the effective date of the amendment, and agrees to meet the Standards as amended for any Corporate Store designed and constructed for first occupancy after the effective date of the amendment, and to comply with the Standards as amended for all Alterations. Nothing in this Consent Decree shall limit the right of Conoco to undertake Accessibility Enhancements, or to build or Alter Corporate Stores exceeding the requirements of this Consent Decree.

9. ACCESSIBILITY ENHANCEMENTS AT EXISTING CORPORATE STORES

9.1 Accessibility Enhancements. Except as provided in Paragraphs 9.2, 9.3, 9.4, 9.5, and 9.6, Conoco shall undertake Accessibility Enhancements at Existing Corporate Stores to Elements listed on Exhibit 3 within the time frames specified in Paragraph 11. The Parties agree that any Element not listed on Exhibit 3 is not a barrier to accessibility for persons with Mobility Disabilities at Conoco Corporate Stores. Prior to commencing any Accessibility Enhancements, Conoco shall survey each Corporate Store using the procedure described in Exhibit 5 using the proprietary software of the Independent Expert and shall prepare an Enhancement Report for each Corporate Store.

9.2 Acceptable Measurements. This Consent Decree does not require Conoco to undertake any Accessibility Enhancement described in Exhibit 3 at an Existing Corporate Store if the existing conditions comply with the measurements set forth in Exhibit 4.

9.3 Technically Infeasible, To The Maximum Extent Feasible, Significant Risk, and Significant Loss of Selling or Serving Space. In Existing Corporate Stores, Conoco shall not be required to undertake any Accessibility Enhancement even if the existing Element falls outside the acceptable measurement for that Element

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shown on Exhibit 4 if the Accessibility Enhancement is Technically Infeasible; or if the enhancement is Virtually Impossible, then only To The Maximum Extent Feasible; or if completion would involve a Significant Risk or a Significant Loss of Selling or Serving Space.

9.4 Legitimate Threat to Human Safety or the Environment. This Consent Decree does not require Conoco to undertake any Accessibility Enhancement described in Exhibit 3 at an Existing Corporate Store that it believes constitutes a legitimate threat to human safety or the environment. Threats to safety and the environment must be based on actual risks and not on mere speculation, stereotypes, or generalizations. [Reference: 28 C.F.R. § 36.301].

9.5 Measures That Are Not Readily Achievable. The Parties agree that the following measures, if required to complete an Accessibility Enhancement called for pursuant to Paragraph 10.1, will render such Accessibility Enhancement under the circumstances of this case, not Readily Achievable. As such, any Accessibility Enhancement that requires any one of such measures shall be excepted from Paragraph 11.1:

9.5.1 Structural. Modifying an essential element of the structural frame of a building, including the foundation; load-bearing or shear walls; plumbing chase walls; partition walls if embedded therein are mechanical, electrical (other than simple outlets or switches), or plumbing fixtures; column steel, concrete or heavy timber beams; or trusses;

9.5.2 Electrical. Relocating primary electrical service, for example, a meter, transformer or main breaker panel;

9.5.3 Seismic. Modification of seismic bracing elements;

9.5.4 Fuel Supply. Relocating fuel supply, storage or distribution piping;

9.5.5 Security Areas. Removing or relocating any part of raised flooring areas and/or relocating security shield partitions;

9.5.6 Coolers. Modifying or relocating built-in coolers and freezers; or

9.5.7 Concrete. Regrading existing concrete area slopes or surfaces (not including curb ramps, ramps and sidewalks adjacent to accessible entryways to stores, as described in Exhibit 3). If a vertical level change of greater than one inch develops in the surface of any accessible or van-accessible parking space access aisle at a New or Existing Corporate Store, Conoco must repair or relocate the parking space access aisle, at its option.

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9.6 Elements Not Controlled By Conoco. This Consent Decree does not require Conoco to initiate any Accessibility Enhancement to any Element at any Corporate Store not within the direct control of Conoco.


9.8 Effect of Amendments to the Standards. Should the Standards be amended at any time after Final Approval of this Consent Decree, if such amendment results in an accessibility standard that is less than provided in this Consent Decree, from the effective date of the amendment forward, Conoco shall be required only to meet the lesser of the requirements of this Consent Decree or the Standards as amended. If such amendment results in an accessibility standard that is greater than provided in this Consent Decree, Conoco shall be required only to meet the requirements of this Consent Decree for any Corporate Store in existence as of the effective date of the amendment, and agrees to meet the Standards as amended for any Corporate Store designed and constructed for first occupancy after the effective date of the amendment, and to comply with the Standards as amended for all Alterations. Nothing in this Consent Decree shall limit the right of Conoco to undertake Accessibility Enhancements, or to build or alter Corporate Stores exceeding the requirements of this Consent Decree.

10. SCHEDULE FOR ACCESSIBILITY ENHANCEMENTS AT REMAINING NEW CORPORATE STORES AFTER COMPLETION OF PILOT PROGRAM

Conoco will divide the remaining New Corporate Stores into four approximately equal groups and will complete any Accessibility Enhancements identified as necessary by the Pilot Program for the first fourth within nine (9) months after completion of the Pilot Program; for the second fourth within eighteen (18) months after completion of the Pilot Program; for the third fourth, within twenty-seven (27) months after completion of the Pilot Program; and for the fourth fourth, within thirty-six (36) months after completion of the Pilot Program.

11. SCHEDULE FOR ACCESSIBILITY ENHANCEMENTS AT REMAINING EXISTING CORPORATE STORES AFTER COMPLETION OF PILOT PROGRAM

Conoco will divide the remaining Existing Corporate Stores into four approximately equal groups and will complete any Accessibility Enhancements identified as necessary by the Pilot Program for the first fourth within nine (9) months after completion of the Pilot Program; for the second fourth within eighteen (18) months after completion of the Pilot Program; for the third fourth, within twenty-seven (27) months after completion of the Pilot Program; and for the fourth fourth, within thirty-six (36) months after completion of the Pilot Program.

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12. PERMITS

12.1 Permit Requirement. Conoco may be required to obtain building or other permits for some of the Accessibility Enhancements at both New and Existing Corporate Stores. Conoco will use its best efforts to obtain such permits, including drafting permit applications in good faith to enhance the possibility of approval.

12.2 Conditioned Permit or Permit Denial. If a Conditioned Permit is issued or a permit is denied outright, Conoco will notify Class Counsel of the conditions or denial so that Class Counsel may consider attempting to have the conditions modified or overturn the denial on behalf of the Class. Class Counsel shall initiate any action – including, but not limited to, consultation with building officials, administrative remedies, or court action -- to have the conditions modified or to overturn the denial within two months of receipt of notification by Conoco. Conoco will evaluate in good faith on a case-by-case basis what position it will take regarding Class Counsel’s pursuit of a permit, that is, whether to support, oppose, or remain neutral on the issue. Conoco will only oppose such permit if it can demonstrate that the action for which a permit is sought is a legitimate threat to human safety or the environment based on actual risks and not on mere speculation, stereotypes, or generalizations. Regardless of the position it takes, Conoco will not be responsible for Class Counsel’s fees in pursuing the permitting agency. If Class Counsel or any other individual succeeds in modifying a Conditioned Permit or in overturning the denial of a permit, Conoco will undertake the Accessibility Enhancement at issue within four months after receipt of the permit, subject to any remaining conditions in the permit as approved.

13. VERIFICATION AND MONITORING BY INDEPENDENT EXPERT AT REMAINING CORPORATE STORES OF COMPLIANCE WITH THIS CONSENT DECREE INCLUDING PILOT PROGRAM FINDINGS

13.1 Random Sample. The Independent Expert may inspect a random sample of the remaining Corporate Stores covered by this Consent Decree as follows, to determine compliance with the findings of the Pilot Program.

13.1.1 Notification. Within one month of completion of Accessibility Enhancements at each one-fourth of the remaining New and Existing Corporate Stores as provided in Paragraphs 8 and 9, Conoco will notify the Independent Expert and Class Counsel in writing of the Corporate Stores at which Enhancements have been completed.

13.1.2 Provision of Data. At the time of the notification referred to in Paragraph 13.1.1, Conoco will provide the Independent Expert and Class

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Counsel with a copy of the Enhancement Report and any other supporting documentation for all Corporate Stores included in the notification.

13.1.3 Selection of Stores. The Independent Expert may select a random sample of up to ten percent (10%) of the Corporate Stores in each group, but in any event no less than two stores in each group, for inspection. In calculating the number of stores in each group to be inspected, any fractions will be rounded up to the next highest number.

13.1.4 Additional Inspections. If the Independent Expert should determine at any Corporate Store inspected pursuant to this Paragraph that 10% or more of the Major Accessibility Enhancements, or 25% or more of the Minor Accessibility Enhancements, required at that Store as a result of the Pilot Program either have not been done or have been done out of compliance with the Pilot Program (hereafter referred to as “Failed”), the Independent Expert will be allowed to inspect another five percent (5%), but no less than one, of the Corporate Stores in the group containing the Corporate Store that Failed.

13.1.5 Inspection of Subsequently Acquired Corporate Stores. In the remaining years of this Consent Decree, Conoco will provide a list once a year to the Independent Expert and to Class Counsel of all Subsequently Acquired Corporate Stores for which the deadline provided in Paragraph 19 for completing Accessibility Enhancements has fallen during that year. The list will be provided within two months of the close of Conoco’s fiscal year. The Independent Expert may inspect a random sample of up to 2% but not less than one of the Subsequently Acquired Corporate Stores on each annual list.

13.2 Inspection Procedures. The Independent Expert shall follow the procedures set out in this paragraph 13.2 and subparts in conducting inspections.

13.2.1 Date of Inspection. At least fourteen (14) days prior to initiation of inspections of the Corporate Stores in each group and on any list of Subsequently Acquired Corporate Stores, the Independent Expert shall provide Conoco with a list of the specific Corporate Stores to be inspected and the date on which each inspection will occur.

13.2.2 Timing of Inspections. The Independent Expert will complete all inspections for each group within six (6) months of receipt of the materials specified in Paragraph 13.1.2, and for Subsequently Acquired Corporate Stores, within six (6) months of receipt of the annual list of Subsequently Acquired Corporate Stores. Failure to inspect a selected Corporate Store within the time frame provided herein will constitute full acceptance of

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that Corporate Store by the Named Plaintiffs, the Settlement Class, and Class Counsel.

13.2.3 Instructions to Independent Expert. The Parties agree to instruct the Independent Expert to evaluate compliance at New Corporate Stores in light of the provision of Standards § 3.2 and at Existing Corporate Stores in light of the acceptable measurements on Exhibit 4.

13.2.4 Inspection Findings. Within two months of expiration of the inspection time periods in Paragraph 13.2.2, the Independent Expert shall provide both Conoco and Class Counsel with specific written comments for any inspected Corporate Store where he deems one or more Accessibility Enhancements not to be in accord with the findings and recommendations of the Pilot Program. For those Corporate Stores deemed to be in accord, the Independent Expert will certify his conclusion in writing within the same time frame.

13.2.5 Response. Within three months after receipt of the Independent Expert inspection comments for each Survey Group, Conoco will respond in writing to the Independent Expert and to Class Counsel as to its position on each comment.

13.2.6 Disputes. Disputes concerning the reports of the Independent Expert or steps Conoco must take in response thereto will be subject to the Dispute Resolution Procedure set forth in Paragraph 21.

13.2.7 Opportunity to Reinspect. If any Accessibility Enhancement required by the Pilot Program to be made at the remaining Corporate Stores is found upon inspection by the Independent Expert not to have been done at a particular store, or to have been done out of compliance with the Pilot Program, and Conoco either agrees voluntarily to do or redo the Accessibility Enhancement or is ordered as a result of the Dispute Resolution process to do or redo the Accessibility Enhancement, the Independent Expert may reinspect the corrected work. Any reinspection will be conducted pursuant to this Paragraph 13.

13.3 Costs for Inspections By Independent Expert. Conoco agrees to pay the reasonable fees and expenses of the Independent Expert as follows:

13.3.1 The Independent Expert will be reimbursed a flat fee of $1,000 per Corporate Store for each visit to the store required under this Consent Decree, including visits associated with the Pilot Program described in Paragraph 7 and visits associated with monitoring pursuant to Paragraph 13. For purposes of this subparagraph, “visit” shall encompass all work to be completed associated with that visit, including but not limited to time

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spent traveling to and from the Independent Expert’s home base in Seattle, Washington (or such other place as may be established during the term of this Consent Decree) and the location of the Corporate Store; all time spent surveying the Corporate Store; all time spent inspecting Accessibility Enhancements completed at the Corporate Store; and all time spent preparing and distributing reports for that Corporate Store).

13.3.2 The Independent Expert will be reimbursed for time spent speaking with Class Counsel and Conoco other than during his visits to Corporate Stores at his ordinary hourly rate.

13.3.3 The Independent Expert will be reimbursed for reasonable, documented expenses of travel, lodging and meals related to site surveys, inspections, and meet and confer sessions.

13.3.4 There shall not be any ex parte communication between the Independent Expert and any Party or counsel to any Party.

14. CONOCO’S SELF-VERIFICATION AND MONITORING OF COMPLIANCE

14.1 Accessibility Maintenance Checklist. Within three months of Final Approval, Conoco will develop a Periodic Accessibility Maintenance Checklist for use by store and quality assurance personnel at Corporate Stores to help assure compliance with the Consent Decree. Conoco will begin using the Periodic Accessibility Maintenance Checklist within one month after it is developed. Quality assurance personnel will use the Periodic Accessibility Maintenance Checklist during regular quality assurance inspections The Periodic Accessibility Maintenance Checklist will also be included in appropriate Health, Safety and Environmental Manuals. The Periodic Accessibility Maintenance Checklist will include at least the items listed in Exhibit 8 hereto. Conoco will send a copy of the Periodic Accessibility Maintenance Checklist to Class Counsel within one month after it is developed and, if it is amended within the term of this Consent Decree, will send such amendments to Class Counsel within thirty (30) of the time they are made.

14.2 Daily Checklist. Within three months of Final Approval, Conoco will develop a Daily Accessibility Maintenance Checklist for use by store personnel at Corporate Stores to help assure maintenance of accessibility in terms of access into the store and access within the store. The Daily Accessibility Maintenance Checklist will include at least the items listed in Exhibit 9 hereto. Conoco will send a copy of the Daily Accessibility Maintenance Checklist to Class Counsel within one month after it is developed and, if it is amended within the term of this Consent Decree, will send such amendments to Class Counsel within one month of the time they are made.

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14.3 Mystery Shopper. Within three (3) months of Final Approval, Conoco will include on the form used in its “Mystery Shopper” program (“Mystery Shopper Form”) items relating to accessibility that will be checked on each Mystery Shopper visit. The portion of the form relating to accessibility items will be provided to the Class Representatives to allow the Parties to evaluate trends and identify possible areas of concern for discussion.

14.3.1 Included Items. The portion of the Mystery Shopper Form relating to accessibility will address at least the items listed in Exhibit 10 hereto.

14.3.2 Submission of Form to Class Counsel. Conoco will send a copy of the Mystery Shopper Form to Class Counsel within one month after the accessibility items are added and, if it is amended within the term of this Consent Decree, will send such amendments to Class Counsel within one month of the time they are made.

14.3.3 Third Party Services. Conoco will encourage every third party service with which it contracts to provide Mystery Shopper services to use individuals with Mobility Disabilities who use wheelchairs or scooters for mobility as mystery shoppers, but Conoco shall not be responsible for ensuring that such individuals are used.

14.3.4 Change of Method. Should Conoco change the method by which it evaluates customer satisfaction, it will ensure that any such method addresses the items listed in Exhibit 10.

14.3.5 Provision of Data. Every six months during the term of this Consent Decree, Conoco will send to Class Counsel the results of its Mystery Shopper program that relate to accessibility items for the prior six months, including but not limited to copies of Mystery Shopper Forms completed during that period.

14.3.6 Response to Data. Every six months during the term of this Consent Decree, Conoco will send to Class Counsel the results of its Mystery Shopper program that relate to the items listed on Exhibit 10 hereto. If the Mystery Shopper forms for any six month period reflect accessibility concerns for persons with Mobility Disabilities that reflect non-compliance with a specific term of this Consent Decree, arising from similar circumstances at the same Corporate Store on three or more visits during that six month period, Class Counsel may notify Conoco in writing of any concerns within two months of receipt of the Forms. Conoco shall undertake whatever corrective action it deems reasonably appropriate in response to Class Counsel’s stated concerns. Conoco shall notify Class Counsel of the corrective action taken but Conoco shall not be required to reveal the name or other personal identifying information of any person or

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persons involved in corrective action. If after corrective action by Conoco two or more subsequent Mystery Shopper Forms completed during the next six month period following corrective action, reflect accessibility concerns for persons with Mobility Disabilities of the same sort at the same location, where such concerns reflect non-compliance with a specific term of this Consent Decree, the matter may be submitted to Dispute Resolution as provided in Paragraph 21.

15. CUSTOMER COMMENT LINE AND COMMENT CARDS

15.1 Post Sign. Within three months of Final Approval of this Consent Decree, Conoco shall post at each Corporate Store, both inside and outside the store, a readily observable sign containing a toll free or local telephone number where customers may call to comment upon the accessibility features or services provided to persons with Mobility Disabilities at Corporate Stores. The sign shall be substantially in the form attached as Exhibit 11 to this Consent Decree and shall include reference to the availability of a Customer Comment Card.

15.2 Customer Comment Card. Within three months of Final Approval of this Consent Decree, Conoco shall send to all Corporate Stores Customer Comment Cards in substantially the form of Exhibit 12 hereto. Customer Comment Cards shall contain, on one-third of the reverse side, the address of the Conoco office or employee responsible for logging customer comments and shall be postage-prepaid for mailing to that address within the United States.

15.2.1 Card to Customer. All Corporate Stores shall provide a Comment Card to any customer who requests one. Conoco personnel shall provide assistance in filling out a Comment Card to any customer who requests it.

15.2.2 Cards to Conoco Personnel. Whenever Conoco receives a Customer Comment Card regarding accessibility features or service to persons with Mobility Disabilities at Corporate Stores, Conoco shall deliver the Comment Card to the appropriate Conoco personnel.

15.3 Compliance Investigation. Whenever Conoco receives a call on its toll-free Customer Comment Line or receives a Customer Comment Card regarding accessibility features or service to persons with Mobility Disabilities at Corporate Stores, it shall investigate the matter within one month of receipt of the call or the Comment Card. If Conoco’s investigation indicates that the Corporate Store is out of compliance with this Consent Decree, Conoco will take such steps as are necessary to bring the Corporate Store into compliance with this Consent Decree within three months of determination of non-compliance. During the term of this Consent Decree, Conoco will record the nature and disposition of each call on its toll-free Customer Comment Line and Customer Comment Card regarding

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accessibility features or service to persons with Mobility Disabilities at Corporate Stores.

15.4 Customer Comment Information to Class Counsel. Once every six months during the term of this Consent Decree, Conoco will provide to Class Counsel the records required by Paragraph 15.3. Personal identifying information of the customer making the call or filling out the card will be redacted from the records before production to Class Counsel (including name, address, telephone number, credit card number, and any other information from which the identify of the customer can be determined). If the customer comment information for any six month period reflect accessibility concerns for persons with Mobility Disabilities that reflect non-compliance with a specific term of this Consent Decree, arising from similar circumstances at the same Corporate Store on three or more occasions during that six month period, Class Counsel may notify Conoco in writing of any concerns within two months of receipt of the Forms. Conoco shall undertake whatever corrective action it deems reasonably appropriate in response to Class Counsel’s stated concerns. Conoco shall notify Class Counsel of the corrective action taken in general terms (for example, Conoco shall not reveal the name or other personal identifying information of any person or persons involved in corrective action). If after corrective action by Conoco customer comment information during the next six month period following corrective action, reflects accessibility concerns for persons with Mobility Disabilities of the same sort at the same location, where such concerns reflect non-compliance with a specific term of this Consent Decree, the matter may be submitted to Dispute Resolution as provided in Paragraph 21.

16. POLICIES AND TRAINING

16.1 Policies. Within six months following Final Approval of this Consent Decree, Conoco will promulgate written policies regarding the provisions of Title III of the ADA and customer services at all Corporate Stores.

16.2 Personnel. Conoco shall train all personnel who work in or have managerial responsibility for a Corporate Store to follow the requirements of this Consent Decree and to treat customers with disabilities with respect and courtesy. The Class Representatives will receive information on the training such as the amount of training and how often it is provided. If Conoco engages an outside contractor to provide training such as contemplated in this paragraph, Conoco shall provide the name of the outside contractor to Class Counsel within one month of engagement. The Class Representatives will also be given an opportunity to review the training and provide feedback before it is initially implemented. Conoco will use its best efforts to incorporate the use of video materials in the training.

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16.3 Materials. Conoco shall add to or amend any training materials, manual or publication in any medium to reflect the policies and training required by this Paragraph 16.

16.4 Posted Signs. Conoco will post a sign at each Corporate Store in the cage area encouraging continuing awareness by employees of accessibility issues.

17. MAINTENANCE OF ACCESS

Conoco shall maintain access to those Elements of New and Existing Corporate Stores that are covered by this Consent Decree and its Exhibits in accordance with 28 C.F.R. § 36.211(a) and subject to 28 C.F.R. § 36.211(b) and associated Commentary. 28 C.F.R. pt. 36, app. B.

18. NEW CONSTRUCTION AND ALTERATIONS

18.1 New Construction. Any Corporate Store that is built after Final Approval of this Consent Decree shall be built and maintained in compliance with 28 C.F.R. Part 36, including Appendix A, subject to conventional building industry tolerances for field conditions.

18.2 Alterations. All Alterations performed at Corporate Stores after the date of Final Approval of this Consent Decree shall comply with 28 C.F.R. §§ 36.402 and 403, subject to conventional building industry tolerances for field conditions and subject to the defense of Technical Infeasibility and any other defenses applicable to Alterations.

18.2.1 The Parties agree that any Alteration activity that would void the official certification of any prefabricated or modular building shall be considered Technically Infeasible, unless Conoco knowingly elects to make modifications that would void the certification.

19. SUBSEQUENTLY ACQUIRED STORES

19.1 Post-January 1993 Stores. Any Corporate Store acquired by Conoco after Final Approval of this Consent Decree that was designed and constructed for first occupancy on or after January 26, 1993 shall be in compliance with this Consent Decree within six (6) months of acquisition; provided, however, that if Conoco should acquire more than three stores in any one month period, the time period for bringing the acquired stores into compliance shall be extended by one month for every store in excess of three that is acquired.

19.2 Pre-January 1993 Stores. Any Corporate Store acquired by Conoco after Final Approval of this Consent Decree that was designed and constructed for first occupancy before January 26, 1993 shall be subject to the provisions of this Consent Decree that apply to Existing Corporate Stores and shall be in

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compliance with this Consent Decree within twelve (12) months of acquisition; provided, however, that if Conoco should acquire more than three stores in any one month period, the time period for bringing the acquired stores into compliance shall be extended by one month for every store in excess of three that is acquired.

20. SUBSEQUENTLY RELINQUISHED STORES

Any Corporate Store that is sold or closed prior to the end of the term of this Consent Decree shall cease to be subject to the terms of this Consent Decree as of the date it becomes a Subsequently Relinquished Store. Nothing herein will prohibit Conoco from selling, closing or otherwise terminating operations at any location. Once a Corporate Store becomes a Subsequently Relinquished Store, the Releases contained in Paragraph 27 no longer apply to that Store, except to the extent that the Corporate Store has been brought into compliance with the Consent Decree prior to the date of relinquishment and is maintained in compliance by the subsequent owner therewith after the date of relinquishment. The Named Plaintiffs and the Settlement Class specifically agree that Conoco shall have no responsibility whatsoever for achieving or maintaining compliance at a Relinquished Store after the date of relinquishment.

21. DISPUTE RESOLUTION

Any dispute between the Named Plaintiffs or Class Counsel and Conoco that is subject to dispute resolution pursuant to the terms of this Consent Decree will be addressed as follows:

21.1 Notice. If Class Counsel or Conoco have reason to believe that a dispute exists, prompt written notice will be provided to the other Party.

21.2 Confer. Within one month after receipt of the notice, Class Counsel and Conoco will confer by telephone or in person and attempt to resolve the dispute.

21.3 Mediation. If the confer process does not occur or does not resolve the dispute, the matter may be referred by either Class Counsel or Conoco to mediation before a neutral third party mutually agreed to by Class Counsel and Conoco.

21.4 Court. If mediation does not occur or does not resolve the dispute, the matter may be submitted by either Class Counsel or Conoco to the U.S. District Court.

22. PAYMENT TO NAMED PLAINTIFFS

22.1 Farrar-Kuhn. In settlement of Farrar-Kuhn’s claims under the CADA and in recognition of the contributions of Farrar-Kuhn toward compromise in this case, Conoco shall deliver to Class Counsel within five (5) business days after Final Approval of this Consent Decree a check in the amount of Eight Thousand Dollars and No Cents ($8,000.00) made out to Julie Farrar-Kuhn. By making this payment Conoco does not waive its position that Farrar-Kuhn is entitled to no more than $500 under the CADA.

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22.2 Lucas. In settlement of Lucas’s claims under the CADA and in recognition of the contributions of Lucas toward compromise in this case, Conoco shall deliver to Class Counsel within five (5) business days after Final Approval of this Consent Decree a check in the amount of Eight Thousand Dollars and No Cents ($8,000.00) made out to Carrie Ann Lucas. By making this payment Conoco does not waive its position that Lucas is entitled to no more than $500 under the CADA.

23. ATTORNEYS’ FEES AND COSTS, OTHER THAN COSTS OF THE INDEPENDENT EXPERT

23.1 Lump Sum. Conoco shall pay Class Counsel One Hundred Fifty Thousand Dollars and No Cents ($150,000.00) on or before two months after Final Approval of the Consent Decree.

23.2 Full Satisfaction. Such payment will be in full and complete satisfaction of any and all claims for attorneys’ fees, litigation expenses, including expert fees, and costs under federal or state law that the Named Plaintiffs, the Settlement Class, or Class Counsel have against Conoco in connection with this matter, with the exception of fees and costs described in Paragraph 23.3 below.

23.3 Attorneys’ Fees for Work Performed After Final Approval. Subject to the Exceptions set forth in the subparagraphs below, Conoco will pay Class Counsel their reasonable attorneys, fees, litigation expenses and costs (including expert costs) incurred during the Dispute Resolution process set forth in Paragraph 21 of this Consent Decree. Conoco will be responsible for payment for the services of any third party mediator used under Paragraph 21.3.

23.3.1 First Exception. Conoco shall not be responsible for any of Class Counsel’s attorneys’ fees or costs in connection with any Dispute Resolution effort that proceeds to Step 3 (Court) and the Court rules in favor of Conoco on the dispute.

23.3.2 Second Exception. Named Plaintiffs and Class Counsel shall be jointly responsible for Conoco’s attorneys’ fees and costs in connection with any Dispute Resolution effort that proceeds to Step 3 (Court) and it is determined by the court upon motion by Conoco that Named Plaintiffs’ position on the matter was frivolous, using the standard for frivolous claims found in Christianburg Garment Co. v. EEOC, 434 U .S. 412, 421-22 (1978).

23.4 Payment of Fees Pursuant to Paragraph 23.3. Conoco shall pay any fees due pursuant to Paragraph 23.3 within three months of receipt from Class Counsel of an invoice therefor, subject to Conoco’s right to challenge in good faith, through Dispute Resolution, the reasonableness of the fees reflected on any invoice.

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Conoco shall notify Class Counsel of any dispute it may have as to the reasonableness of fees claimed within one month of receipt of an invoice to enhance the likelihood that any dispute may be resolved within three months of initial receipt of the invoice.

23.5 Full Satisfaction. The payment described in Paragraph 23.3 shall be in satisfaction of any and all work of any nature performed by Class Counsel, and any and all costs incurred after Final Approval of this Consent Decree, other than expenses of the Independent Expert pursuant to Paragraphs 7 and 13.

23.6 No Further Obligation. Except as provided in this Paragraph 23, Conoco will not be responsible for any attorneys’ fees, litigation expenses (including expert fees), and costs incurred by Class Counsel.

24. PRELIMINARY APPROVAL, OBJECTIONS AND FAIRNESS HEARING.

24.1 Preliminary Fairness Hearing. Within ten (10) days of execution of this Consent Decree, the Parties shall jointly request a Preliminary Fairness Hearing and shall jointly move for an order granting preliminary approval to this Consent Decree.

24.2 Objections. Any member of the Settlement Class may object to the proposed Consent Decree by filing, within two months after publication of the Notice, written objections with the Clerk of the Court. Only such objecting Class Members shall have the right, if they seek it in their objection, to present objections orally at the Fairness Hearing. Responses by Conoco and Class Counsel to any timely-filed objections shall be made within seventy-five (75) days after Preliminary Approval.

24.3 Fairness Hearing. Class Counsel and Conoco shall request that a Fairness Hearing take place three months after publication of the Notice, or as soon thereafter as the Court may set the hearing.

25. NOTICE TO THE CLASS OF THE PROPOSED CONSENT DECREE

25.1 Post Notice. Conoco shall post the Notice attached as Exhibit 13, at its own expense, at each of the following locations at each Corporate Store that has such a location within one month after Preliminary Approval of this Consent Decree, such notice to remain posted until the date of the Fairness Hearing.

25.1.1 Interior Cash Counter. As close as possible to an interior cash counter, facing toward the customer;

25.1.2 Exterior Cash Counter. As close as possible to an exterior cash counter, facing toward the customer;

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25.1.3 Restroom. In a place visible to customers entering either the men’s or the women’s restroom, or the unisex restroom if only one restroom is provided.

25.1.4 Fuel Dispenser Island. On each fuel dispenser island in a place visible to individuals using fuel dispensers.

25.2 Publish Notice. Conoco shall place the Notice, at its own expense, in the following newspapers: the Houston Chronicle, the Kansas City Star, the Deseret News (Salt Lake City), Daily Oklahoman, and the Denver Post. Said notice shall be published once in each newspaper and shall be at least one-eighth of a page in size. The notice shall appear within fifteen (15) days after Preliminary Approval of the Consent Decree. Conoco shall notify Class Counsel of the day on which the Notice shall appear pursuant to this Paragraph and will send to Class Counsel a copy of the Notice as published.

25.3 Mail Notice. Within fifteen (15) days of Preliminary Approval, Class Counsel shall, at Conoco’s expense, mail the Notice to the organizations listed in Exhibit 14.

26. JUDGMENT, FINAL APPROVAL AND DISMISSAL

26.1 Request for Final Judgment and Final Approval. At the time of the Fairness Hearing, Conoco and Class Counsel shall jointly request that the Court enter a Final Judgment and Order granting Final Approval of this Consent Decree.

26.2 Dismissal with Prejudice. This action shall be dismissed with prejudice pursuant to Rule 41 of the Federal Rules of Civil Procedure, no later than one month following the expiration of the Term of this Consent Decree.

27. RELEASES

27.1 Release of Federal Claims. Effective on the date of Final Approval, Named Plaintiffs, on behalf of themselves and all members of the Settlement Class and their executors, successors, heirs, assigns, agents and representatives, in consideration of the relief set forth herein, the sufficiency of which is expressly acknowledged, unconditionally and forever do fully and finally release, acquit and discharge Conoco and its parent and subsidiary corporations and each of their present, former or future officers, directors, and shareholders and successors and assigns from the Released Federal Claims as defined in Paragraph 27.2 below.

27.2 Released Federal Claims. The “Released Federal Claims” are any and all past or present claims, rights, demands, charges, complaints, actions, causes of action, and liabilities of any kind, except as expressly excluded pursuant to Paragraph 29 hereof, by Named Plaintiffs or the members of the Settlement Class, including any and all such past or present claims for injunctive relief, declaratory relief, fees

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or damages that are based upon the ADA that specifically relate to the accessibility for persons with Mobility Disabilities at Conoco Corporate Stores:

27.3 Release of Colorado Claims. Effective on the date of Final Approval, Named Plaintiffs, on behalf of themselves and their executors, successors, heirs, assigns, agents and representatives, in consideration of the relief set forth herein, the sufficiency of which is expressly acknowledged, unconditionally and forever do fully and finally release, acquit and discharge Conoco and its parent and subsidiary corporations and each of their present, former or future officers, directors, and shareholders and successors and assigns from the Released Colorado Claims as defined in Paragraph 27.4 below.

27.4 Released Colorado Claims. The “Released Colorado Claims” are any and all past or present claims, rights, demands, charges, complaints, actions, causes of action, and liabilities of any kind except as expressly excluded pursuant to Paragraph 28 hereof, by Named Plaintiffs including any and all such past or present claims for injunctive relief, declaratory relief, fees or damages that are based upon the public accommodations provisions of the CADA that specifically relate to the accessibility for persons with Mobility Disabilities at Conoco Corporate Stores:

28. CLAIMS NOT RELEASED

28.1 Claims Not Released. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include any past or present claims of any type or nature under the ADA or the CADA against Conoco relating to Marketer Stores and/or against Marketers or any entity that owns, operates, leases or leases to a Marketer Store.

28.2 Exclusions. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include or extend to any claims under the ADA or the CADA relating to access for or usability by persons with disabilities other than Mobility Disabilities.

28.3 Future Claims. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include or extend to any future claims that arise from incidents and/or conduct that occurs after Final Approval of the Consent Decree. Subject to the foregoing, no Settlement Class member may bring a future claim under the ADA for acts or omissions or physical conditions that are required by or consistent with the terms of this Consent Decree.

28.4 Subsequently Relinquished Stores. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include or extend to any Subsequently Relinquished Store after such time as it

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ceases to be a Corporate Store to the extent that the Subsequently Relinquished Corporate Store has not complied with this Consent Decree as of the date of relinquishment.

28.5 Settlement Class CADA Claims. With the exception of the Named Plaintiffs themselves, the Settlement Class does not release any claims under the CADA or any other state law relating to discrimination on the basis of disability.

28.6 Effect of Merger. The Named Plaintiffs and the Settlement Class specifically do not release any claims regarding those stores identified in Paragraph 1.36 that are subject to any merger between Conoco and Phillips Petroleum Company.

29. COMMUNICATIONS TO CONOCO AND CLASS COUNSEL

All notices or communications required by this Consent Decree shall be in writing by facsimile and U.S. Mail or overnight delivery service addressed as follows:

29.1 To Counsel for Named Plaintiff and the Settlement Class.

Amy F. Robertson, Esq. Fox & Robertson, P.C. 910 - 16th Street Suite 610 Denver, CO 80202 with a copy to: Kevin W. Williams, Esq. General Counsel Colorado Cross Disability Coalition 655 Broadway Suite 775 Denver, CO 80203

29.2 To Conoco.

P. Kathleen Lower, Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 - 17th Street Suite 1600 Denver, CO 80202

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with a copy to:

Margret L. Sonnier, Esq. Counsel Conoco Inc. 600 N. Dairy Ashford Suite ML-2110 P.O. Box 4783 Houston, TX 77079

30. MODIFICATION

No modification of this Consent Decree shall be effective unless it is pursuant to Court Order.

31. SEVERABILITY

If any such provision or any part of this Consent Decree thereof shall at any time be held unlawful, or inconsistent with applicable law, in whole or in part, under any federal, state, county, municipal or other law, ruling or regulation, then the remaining provisions of this Consent Decree shall remain effective and enforceable.

32. EXECUTION IN COUNTERPARTS

This Consent Decree may be signed in counterpart and shall be binding and effective immediately upon the execution by all Parties of one or more counterparts. All Parties and their counsel shall sign three copies of this document and each such copy shall be considered an original.

33. DUTY TO SUPPORT AND DEFEND DECREE

Named Plaintiffs, Class Counsel and Conoco each agree to abide by all of the terms of this Decree in good faith and to support it fully, and shall use their best efforts to defend this Decree from any legal challenge, whether by appeal or collateral attack.

34. ENTIRE AGREEMENT

This Consent Decree contains all the agreements, conditions, promises and covenants among Conoco, Named Plaintiffs, Class Counsel and the Settlement Class regarding matters set forth in it and supersedes all prior or contemporaneous agreements, drafts, representations or understandings, either written or oral, with respect to the subject matter of the present Consent Decree.

Respectfully submitted,

Julie Farrar-Kuhn

CONOCO INC.

___________________________________ By:___________________________________ Date:_______________________________ Its: Manager of Branded Marketing Date:_________________________________ Carrie Ann Lucas ___________________________________ Date:_______________________________ APPROVED AS TO FORM: APPROVED AS TO FORM: FOX & ROBERTSON, P.C. OTTEN, JOHNSON, ROBINSON

NEFF & RAGONETTI, P.C. _______________________________ Amy F. Robertson

__________________________________ P. Kathleen Lower

COLORADO CROSS-DISABILITY COALITION

CONOCO INC.

_______________________________ Kevin W. Williams

__________________________________ Margret L. Sonnier

Counsel for Named Plaintiffs and the Settlement Class

Counsel for Conoco Inc.

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Store # Address - Location Built - Remod Type Store Size Sq. Ft. Site Size Sq. Ft.

Colorado (27)

06302 601 South Broadway - Boulder Acq88 Special 32' x 55'-8" 1417 200' x 264' 36,47806310 11090 N. Colorado Boulevard - Thornton 1982 2150 CM 21'-4" x 50' 1067 170' x 210' 35,75606324 8073 South Broadway - Littleton 1988 KO-4D 27'-6" x 56' 1540 126' x 135' 17,01006325 5810 Omaha Boulevard - Colorado Springs 1988 CR-1600 43'-8" x 43'-8" 1776 150' x 200' 27,83906327 10210 E. Arapahoe Road - Englewood 1988 KO-4D 27'-6" x 56' 1540 186' x 194' 33,60306328 4085 Beverly - Colorado Springs 1988 KO-2AD 27'-6" x 56' 1540 184' x 224' 41,16406331 4310 Fountain Blvd - Colorado Springs 1989 KO-6 23'-8" x 47'-8" 1128 160' x 223' 35,68006334 3210 Youngfield Street - Wheatridge 1990 KO-7 23'-8" x 47'-8" 1128 140' x 150' 21,00006335 1501 Colorado Blvd - Denver 1990 KO-6A 23'-8" x 47'-8" 1128 111' x 198' 21,52906340 290 South Havana - Aurora 1990 KO-6 23'-8" x 47'-8" 1128 150' x 150' 22,41306342 4315 North Academy - Colorado Springs 1989 KO-6A 23'-8" x 47'-8" 1128 150' x 200' 29,53006344 1100 South Havana - Aurora 1990 CR-1600 43'-8" x 43'-8" 1776 175' x 175' 30,62506356 1801 Hover Road - Longmont Acq83 - 85R Special 55'-4" x 150' 8030 193' x 210' 40,50006369 3375 28th Street - Boulder 1991 KO-7 23'-8" x 47'-8" 1128 Irregular 24,67606404 3103 South Sheridan Blvd - Denver 1991 Kiosk 7'-4" x 18' 132 125' x 147' 18,62906405 1696 South Colorado Blvd - Denver 1991 KO-7 23'-8" x 47'-8" 1128 117' x 146' 16,67706410 3000 28th Street - Boulder 1991 KO-7 23'-8" x 47'-8" 1128 150' x 167' 25,12506414 330 South Academy - Colorado Springs 1991 KO-7 23'-8" x 47'-8" 1128 190' x 200' 40,01406418 3495 South Monaco Parkway - Denver 1991 KO-6 23'-8" x 47'-8" 1128 200' x 212' 39,43906419 500 West 120th Avenue - Northglenn 1991 KO-6 23'-8" x 47'-8" 1128 150' x 150' 22,50006421 2100 South Monaco Parkway - Denver 1991 KO-7 23'-8" x 47'-8" 1128 150' x 150' 22,19006423 4785 Federal Boulevard - Denver 1991 KO-6 23'-8" x 47'-8" 1128 140' x 195' 26,90006425 7295 East Belleview Avenue - Englewood 1991 KO-6 23'-8" x 47'-8" 1128 150' x 190' 28,63306426 5096 South Yosemite - Greenwood Village Acq90 - 91R Special 12'-6" x 49'-6" 619 175' x 180' 31,46506429 160 West 104th Avenue - Northglenn 1991 KO-6 23'-8" x 47'-8" 1128 150' x 150' 22,51406430 7995 North Federal Blvd - Westminster 1991 KO-6 23'-8" x 47'-8" 1128 137' x 215' 29,49406431 4750 Kipling Street - Wheatridge 1991 KO-7 23'-8" x 47'-8" 1128 125' x 157' 21,116

Existing (Pre-1993) Corporate Store List with Address' (51 Total)

EXHIBIT 1 TO CONSENT DECREECivil Action No. 99-MK-2086

03/29/02 Kansas (2) Page 2

16002 15115 West 119th Street - Olathe 1992 CR-1900 44' x 45'-8" 1877 185' x 196' 36,26016008 8401 West 95th Street - Overland Park Acq95 Special 24'-11" x 54'-11" 1367 150' x 175' 26,250

Missouri (1)

25014 1501 N. Woods Chapel Road - Blue Springs 1990 KO-6 23'-8" x 47'-8" 1128 185' x 210' 38,550

Oklahoma (10)

36014 1901 North 14th Street - Ponca City 1988 KO-2D 27'-6" x 56' 1540 150' x 225' 33,36736017 8001 NW 39th Expressway - Bethany 1989 KO-6 23'-8" x 47'-8" 1128 295' x 296' 87,42036022 12021 South Western - Oklahoma City 1991 KO-6 23'-8" x 47'-8" 1128 160' x 170' 27,20036025 9003 East Reno - Midwest City 1991 KO-6 23'-8" x 47'-8" 1128 190' x 220' 37,95636028 3303 South Blvd Avenue - Edmond Acq92 Phillips 19'-5" x 45'-5" 882 160' x 175' 27,68536029 3300 West Main - Norman 1992 CO-6 24' x 48' 1152 170' x 185' 30,00136044 4430 West Reno - Oklahoma City 1991 - Acq96 KM Diam 45'-6" x 66'-6" 2885 175' x 200' 34,69636047 800 Northeast 12th - Moore 1991 - Acq96 KM Diam 49' x 59' 2387 150' x 160' 23,68836083 1500 South Broadway - Edmond 1992 CO-6 24' x 48' 1152 150' x 150' 22,37736600 4432 NW 63rd - Oklahoma City 1991 - Acq96 KM Diam 49' x 59' IRR 2387 198' x 208' 41,184

Texas (2)

43105 3321 South Garland Avenue - Garland Acq91 - R91 Hypermart 35'-4" x 55'-0" 1839 130' x 279' 37,38243108 700 North Dairy Ashford - Houston 1992 Sp Diam 19' x 56' x 59' 3159 371' x 428' 144,155

Utah (9)

44002 4841 South Redwood - Taylorsville 1989 KO-6 23'-8" x 47'-8" 1128 175' x 175' 30,42544003 3597 West 4700 South - Taylorsville 1989 KO-6 23'-8" x 47'-8" 1128 188' x 242' 45,23844005 1285 West 9000 South - West Jordan 1989 KO-6 23'-8" x 47'-8" 1128 231' x 292' 49,26644006 4380 West 3500 South - West Valley 1989 KO-6A 23'-8" x 47'-8" 1128 150' x 207' 32,085

Existing (Pre-1993) Corporate Store List


03/29/02 Utah (cont) Page 3

44007 3621 West 5400 South - Kearns 1990 KO-6 23'-8" x 47'-8" 1128 180' x 225' 42,10844010 5595 West 3500 South - West Valley 1990 KO-6 23'-8" x 47'-8" 1128 165' x 225' 37,09544011 690 West 5300 South - Murray 1991 KO-6 23'-8" x 47'-8" 1128 168' x 174' 31,38244012 8612 South 1300 East - Sandy Acq90 Special 12' x 48' 576 150' x 194' 27,87444013 2187 West 4700 South - Taylorsville 1991 KO-6 23'-8" x 47'-8" 1128 167' x 216' 35,874



IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLORADO

Civil Action No. 99-MK-2086 JULIE FARRAR-KUHN and CARRIE ANN LUCAS, for themselves and all others similarly situated, Plaintiffs, v. CONOCO INC., Defendant.

CONSENT DECREE 1. DEFINITIONS

In addition to terms defined elsewhere in the Consent Decree, the following terms shall have the meanings set forth below.

1.1 Accessibility Enhancements. Means the modifications to Elements set forth on Exhibit 3 of this Consent Decree required by Paragraphs 8 and 9 hereof. Accessibility Enhancements are distinguished from Alterations.

1.2 ADA. Refers to the Americans with Disabilities Act, 42 U. S. C. § 12101 et seq.

1.3 Alteration. Has the meaning ascribed in 28 C.F.R. § 36.402, subject also to the provisions of 28 C.F.R. § 36.403. Accessibility Enhancements are specifically excepted from and do not constitute Alterations.

1.4 Alternative Methods. Refers to Readily Achievable methods other than barrier removal by which a public accommodation can make its goods, services, facilities, privileges, advantages, or accommodations available to persons with Mobility Disabilities, subject to the terms set out in 28 C.F.R. § 36.305.

1.5 Breakplace Store. Means a Corporate Store operated using the breakplace logo.

1.6 CADA. Refers to the public accommodations provisions of the Colorado Anti-Discrimination Act, C.R.S. §§ 24-34-601 et seq.

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1.7 Class Counsel. Means Amy F. Robertson and Timothy P. Fox of the law firm of Fox & Robertson, P.C. and Kevin Williams of the Colorado Cross-Disability Coalition, and any attorneys practicing with those attorneys, or any attorney who may be substituted for one of these attorneys upon motion to the Court.

1.8 Class Member. Means a member of the Settlement Class.

1.9 Conditioned Permit. Means a permit required to complete an Accessibility Enhancement that contains extraordinary, unusual or unexpected conditions.

1.10 Conoco. Means Conoco Inc., the defendant herein.

1.11 Consent Decree. Means this document and the exhibits attached to this document.

1.12 Corporate Store. Means a gas station/convenience store, including Breakplace Stores, owned by Conoco anywhere in the United States of America or the District of Columbia. The term includes the site, all buildings on the site, and all Elements on the site.

1.13 CRIND. Means a self-service credit card reader in a fuel dispenser.

1.14 Defense. Means any of the reasons set forth in Paragraphs 8.2, 8.3, 8.4, 8.5, 8.6, 9.2, 9.3, 9.4, 9.5 and 9.6 for which Conoco is permitted not to undertake an Accessibility Enhancement that would otherwise be called for by this Consent Decree.

1.15 Dispute Resolution. Means the process described in Paragraph 21 hereof.

1.16 Element. Means an architectural or mechanical component of a building, facility, space, or site, e.g., telephone, curb ramp, door, drinking fountain, seating, or water closet. Element as used herein includes those items listed in Exhibit 3. Inclusion of an Element in this Consent Decree or any of its exhibits does not constitute an admission by Conoco that the Element is an ”accessible element” as that term is defined in Standards § 3.5. Conoco expressly does not waive the position that only elements specified in Standards §§ 4.1.2 or 4.1.3 are “accessible elements.”

1.17 Enhancement Report. Means the report to be created for each Corporate Store following the survey procedure described in Exhibit 5 using the proprietary software of the Independent Expert, describing the Accessibility Enhancements required by this Consent Decree as a result of a survey of the Corporate Store pursuant to Paragraphs 7.2, 8.1 or 9.1. The Enhancement Report prepared as a result of the survey will state the Accessibility Enhancements Conoco plans to perform, the Accessibility Enhancements as to which Conoco asserts a Defense,

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and, as to the last category, the Alternative Methods that Conoco plans to undertake.

1.18 Existing Corporate Store. Means any Corporate Store that was designed and constructed for first occupancy prior to January 26, 1993.

1.19 Final Approval. Means approval of this Consent Decree by a United States District Judge. If any objectors appeal the district judge’s approval, “Final Approval” means that date that all possible appeals have been dismissed and the time for any further appeal has expired.

1.20 Independent Expert. Means William E. Endelman of Endelman & Associates, or if he becomes unavailable, a substitute expert agreed upon by the Parties.

1.21 Mobility Disability. Means a disability, as that term is defined in 42 U.S.C. § 12102, that necessitates the use of a wheelchair or scooter for mobility.

1.22 Monitoring. Means the activities undertaken by the Independent Expert following Final Approval of this Consent Decree pursuant to Paragraph 13 hereof.

1.23 Named Plaintiffs. Refers to Julie Farrar-Kuhn (“Farrar-Kuhn”) and Carrie Ann Lucas (“Lucas”).

1.24 New Corporate Store. Means a Corporate Store designed and constructed for first occupancy on or after January 26, 1993.

1.25 Notice. Means the notice attached as Exhibit 13 hereto.

1.26 Party or Parties. Means Named Plaintiffs and/or Conoco.

1.27 Pilot Program. Means the program described in Paragraph 7.

1.28 Preliminary Approval. Means the initial approval by a United States District Judge of the terms of this Consent Decree, which shall occur prior to any Notice being provided in accordance with Paragraph 25 of this Consent Decree.

1.29 Readily Achievable. Means “easily accomplishable and able to be carried out without much difficulty or expense.” [Reference: 28 C.F.R. § 36.104].

1.30 Settlement Class. Means the class of all persons with disabilities who use wheelchairs or scooters for mobility who, within four years of the filing of the Complaint in the Lawsuit have been denied, or are currently being denied, full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any Corporate Store.

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1.31 Significant Loss Of Selling Or Serving Space. Means rearrangement or relocation of equipment or display racks resulting in the loss of the applicable percentage shown below of the space on the sales floor devoted to the display of merchandise, including cooler shelving, non-perishable shelving or hot-to-go counter or cabinet space, as follows:

Corporate Stores under 2000 total square feet: 1% Corporate Stores of 2000-3000 total square feet: 3% Corporate Stores of over 3000 total square feet: 5%

provided that this Defense does not apply until Conoco has exhausted all good faith efforts to achieve the Accessibility Enhancement in question by displaying merchandise in alternative fashions. [Reference: 28 C.F.R. § 36.304(f)].

1.32 Significant Risk. Means a significant risk to the health or safety of others that cannot be eliminated by a modification of policies, practices, or procedures or by the provision of auxiliary aids or services. [Reference: 42 U.S.C. § 12182(B)(3)].

1.33 Standards. Refers to the Standards for Accessible Design, 28 C.F.R. Part 36, Appendix A, July 1, 1994 version.

1.34 Structurally Impracticable or Structural Impracticability. An Accessibility Enhancement will be considered structurally impracticable in those rare circumstances where full compliance has little likelihood of being accomplished because the unique characteristics of terrain prevent the incorporation of an accessibility feature. [Reference: 28 C.F.R. § 36.401(c)].

1.35 Subsequently Acquired Corporate Store. Means a Corporate Store that Conoco acquires after Final Approval of this Consent Decree. Any store that is owned by the corporate entity surviving after the merger of Conoco and Phillips Petroleum Company only by reason of such merger shall not be considered a Subsequently Acquired Corporate Store.

1.36 Subsequently Relinquished Corporate Store. Means a Corporate Store that ceases to be a Corporate Store after Final Approval of this Consent Decree. Any Corporate Store presently owned by Conoco which, as a result of the pending merger between Conoco and Phillips Petroleum Company, is owned by the corporate entity surviving after that merger is subject to the terms of this Consent Decree and is not a Subsequently Relinquished Corporate Store by virtue of the merger.

1.37 Technically Infeasible or Technical Infeasibility. With respect to an Alteration, means something that has little likelihood of being accomplished because existing structural conditions would require removing or altering a load-bearing member which is an essential part of the structural frame; or because other existing

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physical or site constraints prohibit modification or addition of elements, spaces, or features which are in full and strict compliance with the minimum requirements for Alterations or new construction and which are necessary to provide accessibility. [Reference: Standards § 4.1.6(1)(j)].

1.38 To The Maximum Extent Feasible. Means that (a) where an Accessibility Enhancement is Virtually Impossible, Conoco shall carry out the Enhancement “to the maximum extent feasible,” giving that phrase the meaning set forth in 28 C.F.R. § 36.402(c); or (b) where an Alteration is planned, has the meaning set forth in 28 C.F.R. § 36.402(c).

1.39 Virtually Impossible or Virtual Impossibility. Has the meaning ascribed in 28 C.F.R. § 36.402(c).

2. INTRODUCTION

2.1 Parties to this Consent Decree. This Consent Decree is entered into by and between Conoco and the Named Plaintiffs, on behalf of themselves individually and the Settlement Class.

2.2 Number of Corporate Stores. Conoco owns 124 Corporate Stores.

2.3 Disability. Farrar-Kuhn and Lucas each uses a wheelchair for mobility and each is a person with a Mobility Disability. Farrar-Kuhn and Lucas each owns an automobile and each has frequented a number of Corporate Stores within the four years prior to the filing of this lawsuit, up to and including the present date.

2.4 The Lawsuit. The Named Plaintiffs have brought suit in the United States District Court for the District of Colorado, Civil Action No. 99-MK-2086 (the “Lawsuit”), in which they allege that Conoco violated Title III of the ADA at all of its Corporate Stores, and the public accommodations provisions of the CADA at its Corporate Stores in Colorado. Conoco answered the second amended complaint and denied that it had violated the ADA or the CADA. In February 2000, Conoco and Named Plaintiffs and their respective counsel began negotiations regarding accessibility at Corporate Stores. The Parties and their counsel have negotiated in good faith concerning accessibility issues, and their negotiations have resulted in this Consent Decree. Conoco has denied and continues to deny liability for all claims, as further described in Paragraph 3. The Parties and their counsel have agreed to this Consent Decree to avoid the uncertainties and costs of further or future litigation.

2.5 Class Certification. On August 22, 2000, the Court certified the Lawsuit as a class action and approved the Named Plaintiffs to represent a class of “[a]ll persons with disabilities who use wheelchairs or scooters for mobility who, within four years of the filing of the Complaint in this case, have been denied, or are

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currently being denied, full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any service station or convenience store that is owned by Conoco Inc.”

2.6 Intent of the Parties. The Parties now wish to effect a complete resolution and settlement of all claims, disputes and controversies relating to the allegations made by Named Plaintiffs and to resolve their differences and disputes by settling the Lawsuit.

2.7 No Third Party Beneficiaries. Individual members of the Settlement Class are not third party beneficiaries of this Consent Decree, and they shall have no right to bring any action for any alleged violation of this Consent Decree. Only Class Counsel shall have the authority to enforce this Consent Decree.

2.8 Incorporation of Exhibits. The terms of all Exhibits attached hereto are fully incorporated into this Consent Decree and are an integral part thereof. The terms of this Consent Decree, where applicable, are fully incorporated into all Exhibits and are, where applicable, an integral part thereof.

2.9 Force Majeure. Failure of Conoco to perform any action required by this Consent Decree will not subject it to any liability or remedy for damages or otherwise if such failure is caused in whole or in part by acts of God, fires, accidents, earthquakes, explosions, floods, wars, labor disputes or shortages, riots, sabotage, or any similar circumstances beyond Conoco’s reasonable control.

2.10 Successors and Assigns. This Consent Decree and all Exhibits are binding on all successors and assigns of Named Plaintiffs, the Settlement Class members, Conoco and Class Counsel.

3. NO ADMISSION OF LIABILITY

By agreeing to and voluntarily entering in to this Consent Decree, there is no admission or concession by Conoco, express or implied, that Conoco has in any way violated the ADA or the CADA, or any other federal, state, or local law, regulation, order, or rule. Conoco denies and continues to deny that it has violated any such laws pertaining to access for persons with Mobility Disabilities at any Corporate Store or otherwise. Conoco denies and continues to deny any and all liability to Named Plaintiffs or the Settlement Class for any such claims and for claims for monetary damages. This Consent Decree, any statements or negotiations made in connection with the Consent Decree, and any actions taken by any Party under this Decree, may not be offered or be admissible in evidence or in any other manner against that Party in any action or proceeding for any purpose, except in any action or proceeding brought to enforce the terms of this Consent Decree by or against Named Plaintiffs, the Settlement Class, or Conoco, or by Conoco in defense of any claims brought by Named Plaintiffs or the Settlement Class.

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4. CONDITIONS PRECEDENT

This Consent Decree shall be conditioned upon and shall be effective only upon, the occurrence of all of the following events:

4.1 Preliminary Approval. Class Counsel and Conoco move jointly by stipulation for an Order Granting Preliminary Approval of this Consent Decree and Issuance of Notice in accordance with Paragraph 24 of this Consent Decree and such motion is granted by the Court.

4.2 Notice. Notice is provided to the Settlement Class in accordance with Paragraph 25 of this Consent Decree.

4.3 Fairness Hearing. A Fairness Hearing is held in accordance with Paragraph 24.3 of this Consent Decree.

4.4 Jurisdiction. A determination is made by the Court that it has personal jurisdiction and subject matter jurisdiction over the Parties and the claims raised in the Second Amended Class Action Complaint and that venue is proper in the United States District Court for the District of Colorado.

4.5 Final Approval. The Court grants Final Approval of this Consent Decree and enters Judgment in accordance with the terms set forth herein after a Fairness Hearing has been conducted. The Judgment shall finally resolve all issues raised in this proceeding.

5. TERM OF CONSENT DECREE

Except as otherwise set forth in this Consent Decree, the term of this Consent Decree shall be five (5) years from the date of Final Approval of the Consent Decree.

6. LISTS OF CORPORATE STORES

6.1 Existing Corporate Stores. A current list of Existing Corporate Stores is attached as Exhibit 1. An updated list will be provided annually to Class Counsel in accordance with the terms of this Consent Decree.

6.2 New Corporate Stores. A current list of New Corporate Stores is attached as Exhibit 2. An updated list will be provided annually to Class Counsel in accordance with the terms of this Consent Decree.

6.3 Altered Corporate Stores. Once a year Conoco will supply a list of Corporate Stores to which Alterations in excess of $200,000 per Store are made after Final Approval of this Consent Decree.

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7. SURVEY/DISPOSITION/ACCESSIBILITY ENHANCEMENT INITIATION PROCESS (PILOT PROGRAM)

7.1 Selection of Stores. Within one month after Final Approval of this Consent Decree, the Parties will select and confirm in writing a sampling of up to six Corporate Stores in the Denver Metropolitan Area (City and County of Denver and Arapahoe, Boulder, Douglas and Jefferson Counties) for inclusion in a Pilot Program to demonstrate the intent of the Consent Decree. The six Corporate Stores will be selected from both New and Existing Corporate Stores and will reflect the variety of types of Corporate Stores to be affected by the Consent Decree. Class Counsel will select the first three and Conoco will select the second three. Conoco and Class Counsel may agree to adjust the selections as may be necessary to create appropriate sampling.

7.2 Survey by Independent Expert. Within two months of Final Approval, the Independent Expert will survey the Pilot Program Corporate Stores utilizing the procedure described in Exhibit 5. The Independent Expert will provide to Conoco and Class Counsel copies of the completed Enhancement Reports for those Corporate Stores. The Parties agree to instruct the Independent Expert to evaluate compliance at New Corporate Stores in light of the provision of Standards § 3.2 and at Existing Corporate Stores in light of the acceptable measurements on Exhibit 4.

7.3 Alternative Methods. Where the Independent Expert determines that a Defense applies and Conoco is not required to complete an Accessibility Enhancement that, but for the Defense, would be required, Conoco shall state the Alternative Method that it proposes to use, pursuant to Paragraph 8.7 or 9.7, as applicable, to provide access for Class Members. Conoco will comply with this Paragraph by supplying the Alternative Methods called for by each Enhancement Report created by the Independent Expert pursuant to Paragraph 7.2 and providing such information to Class Counsel within one month of receipt of the materials specified in Paragraph 7.2.

7.4 Joint Survey by Class Counsel and Conoco and Meet and Confer. Within two months of receipt by Conoco and Class Counsel of the materials specified in Paragraph 7.2, Class Counsel, Conoco and the Independent Expert shall jointly survey the Pilot Program Stores and the Parties shall discuss the findings and recommended Accessibility Enhancements and Defenses of the Independent Expert and agree upon the recommendations to enable Conoco to go forward with appropriate Accessibility Enhancements at the remaining Corporate Stores. Either Party shall have the right to suggest modifications or amendments to the findings and recommendations of the Independent Expert. If the Parties agree to a modification or amendment of a finding or recommendation of the Independent Expert, the Parties’ agreed modification or amendment shall be substituted for the finding or recommendation of the Independent Expert. In the absence of

9

agreement by both Parties to a substitution, the finding or recommendation of the Independent Expert shall control.

7.5 Completion of Accessibility Enhancements. Within three months of the Parties’ agreement on the specifics of the Accessibility Enhancements to be carried forward from the Pilot Program as provided in Paragraph 7.4, Conoco will complete the Accessibility Enhancements at the six Pilot Program Corporate Stores identified as necessary by the Pilot Program and as agreed to by the Parties, and will notify the Independent Expert and Class Counsel of completion using the Notification Form in Exhibit 6.

7.6 Inspection of Completed Accessibility Enhancements. Within two months of the Independent Expert’s and Class Counsel’s receipt of notification as provided in Paragraph 7.5, the Independent Expert shall inspect the six Pilot Program Corporate Stores. Within one month of completion of these inspections, the Independent Expert shall provide both Conoco and Class Counsel with specific written comments for any inspected Corporate Store he deems not to meet the Pilot Program findings and recommendations. For those Corporate Stores deemed to meet the Pilot Program findings and recommendations, the Independent Expert will report in writing within the same time frame using the Certification Form in Exhibit 7.

7.7 Joint Inspection by Class Counsel and Conoco and Meet and Confer. Within two months of receipt by Conoco and Class Counsel of the materials specified in Paragraph 7.6, Class Counsel, Conoco and the Independent Expert shall jointly inspect the Pilot Program Corporate Stores and, if either Party disagrees with the conclusions of the Independent Expert, the Parties shall meet and confer in an effort to resolve their disagreement. Every effort shall be made by both Parties to conduct the “meet and confer” session at the same time as the Parties’ joint survey of the Pilot Program Corporate Stores. Either Party shall have the right to suggest modifications or amendments to the conclusions of the Independent Expert. If the Parties agree to a modification or amendment of a conclusion of the Independent Expert, the Parties’ agreed modification or amendment shall be substituted for the conclusion of the Independent Expert. In the absence of agreement by both Parties to a substitution, the conclusion of the Independent Expert shall control.

7.8 Response to Comments and Reinspection. Within two months of completion of the joint inspection of the Pilot Program Corporate Stores or the completion of any meet and confer, whichever is later, that results in a finding that an Accessibility Enhancement was not completed in accordance with the Pilot Program findings and recommendations, Conoco shall modify or redo the Accessibility Enhancement to bring it into accord. Conoco will notify the Independent Expert and Class Counsel of completion of the modified or redone Accessibility Enhancement within fourteen (14) days of completion. Within one month of notification the Independent Expert shall reinspect the modified or

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redone Accessibility Enhancement and shall provide Conoco and Class Counsel with written certification of acceptance. Should the Accessibility Enhancement still be out of accord, the Independent Expert shall so notify Conoco. The provisions of this paragraph shall apply to such modification.

7.9 Acceptable Guidelines. Conoco and the Named Plaintiffs agree that the results of this process will represent acceptable guidelines by which to evaluate the completion of Enhancement Reports and Accessibility Enhancements for the remaining Corporate Stores covered by this Consent Decree.

8. ACCESSIBILITY ENHANCEMENTS AT NEW CORPORATE STORES

8.1 Accessibility Enhancements. Except as provided in Paragraphs 8.2, 8.3, 8.4, 8.5, and 8.6, Conoco shall undertake Accessibility Enhancements at New Corporate Stores to Elements listed on Exhibit 3 within the time frames specified in Paragraph 10. The Parties agree that any Element not listed on Exhibit 3 is not a barrier to accessibility for persons with Mobility Disabilities at Conoco Corporate Stores. Prior to commencing any Accessibility Enhancements, Conoco shall survey each Corporate Store using the procedure described in Exhibit 5 using the proprietary software of the Independent Expert and shall prepare a Enhancement Report for each Corporate Store.

8.2 Dimensional Tolerances. This Consent Decree does not require Conoco to undertake an Accessibility Enhancement described in Exhibit 3 at a New Corporate Store if the existing conditions comply with the Standards subject to conventional building industry tolerances for field conditions.

8.3 Legitimate Threat to Human Safety or the Environment. This Consent Decree does not require Conoco to undertake any Accessibility Enhancement described in Exhibit 3 at a New Corporate Store that it believes constitutes a legitimate threat to human safety or the environment. Threats to safety and the environment must be based on actual risks and not on mere speculation, stereotypes, or generalizations. [Reference: 28 C.F.R. § 36.301].

8.4 Structurally Impracticable. Conoco shall not be required to undertake any Accessibility Enhancement at New Corporate Stores if the Accessibility Enhancement is Structurally Impracticable.

8.5 Concrete. Conoco shall not be required to regrade existing concrete area slopes or surfaces (not including curb ramps, ramps and sidewalks that are adjacent to accessible entryways to stores, as described in Exhibit 3). If a vertical level change of greater than one inch develops in the surface of any accessible or van-accessible parking space access aisle at a New or Existing Corporate Store, Conoco must repair or relocate the parking space access aisle, at its option.

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8.6 Elements Not Controlled By Conoco. This Consent Decree does not require Conoco to initiate any Accessibility Enhancement to any Element at any New Corporate Store where the Element is not within the direct control of Conoco.


8.8 Effect of Amendments to the Standards. Should the Standards be amended at any time after Final Approval of this Consent Decree, if such amendment results in an accessibility standard that is less than provided in this Consent Decree, from the effective date of the amendment forward, Conoco shall be required only to meet the lesser of the requirements of this Consent Decree or the Standards as amended. If such amendment results in an accessibility standard that is greater than provided in this Consent Decree, Conoco shall be required only to meet the requirements of this Consent Decree for any Corporate Store in existence as of the effective date of the amendment, and agrees to meet the Standards as amended for any Corporate Store designed and constructed for first occupancy after the effective date of the amendment, and to comply with the Standards as amended for all Alterations. Nothing in this Consent Decree shall limit the right of Conoco to undertake Accessibility Enhancements, or to build or Alter Corporate Stores exceeding the requirements of this Consent Decree.

9. ACCESSIBILITY ENHANCEMENTS AT EXISTING CORPORATE STORES

9.1 Accessibility Enhancements. Except as provided in Paragraphs 9.2, 9.3, 9.4, 9.5, and 9.6, Conoco shall undertake Accessibility Enhancements at Existing Corporate Stores to Elements listed on Exhibit 3 within the time frames specified in Paragraph 11. The Parties agree that any Element not listed on Exhibit 3 is not a barrier to accessibility for persons with Mobility Disabilities at Conoco Corporate Stores. Prior to commencing any Accessibility Enhancements, Conoco shall survey each Corporate Store using the procedure described in Exhibit 5 using the proprietary software of the Independent Expert and shall prepare an Enhancement Report for each Corporate Store.

9.2 Acceptable Measurements. This Consent Decree does not require Conoco to undertake any Accessibility Enhancement described in Exhibit 3 at an Existing Corporate Store if the existing conditions comply with the measurements set forth in Exhibit 4.

9.3 Technically Infeasible, To The Maximum Extent Feasible, Significant Risk, and Significant Loss of Selling or Serving Space. In Existing Corporate Stores, Conoco shall not be required to undertake any Accessibility Enhancement even if the existing Element falls outside the acceptable measurement for that Element

12

shown on Exhibit 4 if the Accessibility Enhancement is Technically Infeasible; or if the enhancement is Virtually Impossible, then only To The Maximum Extent Feasible; or if completion would involve a Significant Risk or a Significant Loss of Selling or Serving Space.

9.4 Legitimate Threat to Human Safety or the Environment. This Consent Decree does not require Conoco to undertake any Accessibility Enhancement described in Exhibit 3 at an Existing Corporate Store that it believes constitutes a legitimate threat to human safety or the environment. Threats to safety and the environment must be based on actual risks and not on mere speculation, stereotypes, or generalizations. [Reference: 28 C.F.R. § 36.301].

9.5 Measures That Are Not Readily Achievable. The Parties agree that the following measures, if required to complete an Accessibility Enhancement called for pursuant to Paragraph 10.1, will render such Accessibility Enhancement under the circumstances of this case, not Readily Achievable. As such, any Accessibility Enhancement that requires any one of such measures shall be excepted from Paragraph 11.1:

9.5.1 Structural. Modifying an essential element of the structural frame of a building, including the foundation; load-bearing or shear walls; plumbing chase walls; partition walls if embedded therein are mechanical, electrical (other than simple outlets or switches), or plumbing fixtures; column steel, concrete or heavy timber beams; or trusses;

9.5.2 Electrical. Relocating primary electrical service, for example, a meter, transformer or main breaker panel;

9.5.3 Seismic. Modification of seismic bracing elements;

9.5.4 Fuel Supply. Relocating fuel supply, storage or distribution piping;

9.5.5 Security Areas. Removing or relocating any part of raised flooring areas and/or relocating security shield partitions;

9.5.6 Coolers. Modifying or relocating built-in coolers and freezers; or

9.5.7 Concrete. Regrading existing concrete area slopes or surfaces (not including curb ramps, ramps and sidewalks adjacent to accessible entryways to stores, as described in Exhibit 3). If a vertical level change of greater than one inch develops in the surface of any accessible or van-accessible parking space access aisle at a New or Existing Corporate Store, Conoco must repair or relocate the parking space access aisle, at its option.

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9.6 Elements Not Controlled By Conoco. This Consent Decree does not require Conoco to initiate any Accessibility Enhancement to any Element at any Corporate Store not within the direct control of Conoco.


9.8 Effect of Amendments to the Standards. Should the Standards be amended at any time after Final Approval of this Consent Decree, if such amendment results in an accessibility standard that is less than provided in this Consent Decree, from the effective date of the amendment forward, Conoco shall be required only to meet the lesser of the requirements of this Consent Decree or the Standards as amended. If such amendment results in an accessibility standard that is greater than provided in this Consent Decree, Conoco shall be required only to meet the requirements of this Consent Decree for any Corporate Store in existence as of the effective date of the amendment, and agrees to meet the Standards as amended for any Corporate Store designed and constructed for first occupancy after the effective date of the amendment, and to comply with the Standards as amended for all Alterations. Nothing in this Consent Decree shall limit the right of Conoco to undertake Accessibility Enhancements, or to build or alter Corporate Stores exceeding the requirements of this Consent Decree.

10. SCHEDULE FOR ACCESSIBILITY ENHANCEMENTS AT REMAINING NEW CORPORATE STORES AFTER COMPLETION OF PILOT PROGRAM

Conoco will divide the remaining New Corporate Stores into four approximately equal groups and will complete any Accessibility Enhancements identified as necessary by the Pilot Program for the first fourth within nine (9) months after completion of the Pilot Program; for the second fourth within eighteen (18) months after completion of the Pilot Program; for the third fourth, within twenty-seven (27) months after completion of the Pilot Program; and for the fourth fourth, within thirty-six (36) months after completion of the Pilot Program.

11. SCHEDULE FOR ACCESSIBILITY ENHANCEMENTS AT REMAINING EXISTING CORPORATE STORES AFTER COMPLETION OF PILOT PROGRAM

Conoco will divide the remaining Existing Corporate Stores into four approximately equal groups and will complete any Accessibility Enhancements identified as necessary by the Pilot Program for the first fourth within nine (9) months after completion of the Pilot Program; for the second fourth within eighteen (18) months after completion of the Pilot Program; for the third fourth, within twenty-seven (27) months after completion of the Pilot Program; and for the fourth fourth, within thirty-six (36) months after completion of the Pilot Program.

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12. PERMITS

12.1 Permit Requirement. Conoco may be required to obtain building or other permits for some of the Accessibility Enhancements at both New and Existing Corporate Stores. Conoco will use its best efforts to obtain such permits, including drafting permit applications in good faith to enhance the possibility of approval.

12.2 Conditioned Permit or Permit Denial. If a Conditioned Permit is issued or a permit is denied outright, Conoco will notify Class Counsel of the conditions or denial so that Class Counsel may consider attempting to have the conditions modified or overturn the denial on behalf of the Class. Class Counsel shall initiate any action – including, but not limited to, consultation with building officials, administrative remedies, or court action -- to have the conditions modified or to overturn the denial within two months of receipt of notification by Conoco. Conoco will evaluate in good faith on a case-by-case basis what position it will take regarding Class Counsel’s pursuit of a permit, that is, whether to support, oppose, or remain neutral on the issue. Conoco will only oppose such permit if it can demonstrate that the action for which a permit is sought is a legitimate threat to human safety or the environment based on actual risks and not on mere speculation, stereotypes, or generalizations. Regardless of the position it takes, Conoco will not be responsible for Class Counsel’s fees in pursuing the permitting agency. If Class Counsel or any other individual succeeds in modifying a Conditioned Permit or in overturning the denial of a permit, Conoco will undertake the Accessibility Enhancement at issue within four months after receipt of the permit, subject to any remaining conditions in the permit as approved.

13. VERIFICATION AND MONITORING BY INDEPENDENT EXPERT AT REMAINING CORPORATE STORES OF COMPLIANCE WITH THIS CONSENT DECREE INCLUDING PILOT PROGRAM FINDINGS

13.1 Random Sample. The Independent Expert may inspect a random sample of the remaining Corporate Stores covered by this Consent Decree as follows, to determine compliance with the findings of the Pilot Program.

13.1.1 Notification. Within one month of completion of Accessibility Enhancements at each one-fourth of the remaining New and Existing Corporate Stores as provided in Paragraphs 8 and 9, Conoco will notify the Independent Expert and Class Counsel in writing of the Corporate Stores at which Enhancements have been completed.

13.1.2 Provision of Data. At the time of the notification referred to in Paragraph 13.1.1, Conoco will provide the Independent Expert and Class

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Counsel with a copy of the Enhancement Report and any other supporting documentation for all Corporate Stores included in the notification.

13.1.3 Selection of Stores. The Independent Expert may select a random sample of up to ten percent (10%) of the Corporate Stores in each group, but in any event no less than two stores in each group, for inspection. In calculating the number of stores in each group to be inspected, any fractions will be rounded up to the next highest number.

13.1.4 Additional Inspections. If the Independent Expert should determine at any Corporate Store inspected pursuant to this Paragraph that 10% or more of the Major Accessibility Enhancements, or 25% or more of the Minor Accessibility Enhancements, required at that Store as a result of the Pilot Program either have not been done or have been done out of compliance with the Pilot Program (hereafter referred to as “Failed”), the Independent Expert will be allowed to inspect another five percent (5%), but no less than one, of the Corporate Stores in the group containing the Corporate Store that Failed.

13.1.5 Inspection of Subsequently Acquired Corporate Stores. In the remaining years of this Consent Decree, Conoco will provide a list once a year to the Independent Expert and to Class Counsel of all Subsequently Acquired Corporate Stores for which the deadline provided in Paragraph 19 for completing Accessibility Enhancements has fallen during that year. The list will be provided within two months of the close of Conoco’s fiscal year. The Independent Expert may inspect a random sample of up to 2% but not less than one of the Subsequently Acquired Corporate Stores on each annual list.

13.2 Inspection Procedures. The Independent Expert shall follow the procedures set out in this paragraph 13.2 and subparts in conducting inspections.

13.2.1 Date of Inspection. At least fourteen (14) days prior to initiation of inspections of the Corporate Stores in each group and on any list of Subsequently Acquired Corporate Stores, the Independent Expert shall provide Conoco with a list of the specific Corporate Stores to be inspected and the date on which each inspection will occur.

13.2.2 Timing of Inspections. The Independent Expert will complete all inspections for each group within six (6) months of receipt of the materials specified in Paragraph 13.1.2, and for Subsequently Acquired Corporate Stores, within six (6) months of receipt of the annual list of Subsequently Acquired Corporate Stores. Failure to inspect a selected Corporate Store within the time frame provided herein will constitute full acceptance of

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that Corporate Store by the Named Plaintiffs, the Settlement Class, and Class Counsel.

13.2.3 Instructions to Independent Expert. The Parties agree to instruct the Independent Expert to evaluate compliance at New Corporate Stores in light of the provision of Standards § 3.2 and at Existing Corporate Stores in light of the acceptable measurements on Exhibit 4.

13.2.4 Inspection Findings. Within two months of expiration of the inspection time periods in Paragraph 13.2.2, the Independent Expert shall provide both Conoco and Class Counsel with specific written comments for any inspected Corporate Store where he deems one or more Accessibility Enhancements not to be in accord with the findings and recommendations of the Pilot Program. For those Corporate Stores deemed to be in accord, the Independent Expert will certify his conclusion in writing within the same time frame.

13.2.5 Response. Within three months after receipt of the Independent Expert inspection comments for each Survey Group, Conoco will respond in writing to the Independent Expert and to Class Counsel as to its position on each comment.

13.2.6 Disputes. Disputes concerning the reports of the Independent Expert or steps Conoco must take in response thereto will be subject to the Dispute Resolution Procedure set forth in Paragraph 21.

13.2.7 Opportunity to Reinspect. If any Accessibility Enhancement required by the Pilot Program to be made at the remaining Corporate Stores is found upon inspection by the Independent Expert not to have been done at a particular store, or to have been done out of compliance with the Pilot Program, and Conoco either agrees voluntarily to do or redo the Accessibility Enhancement or is ordered as a result of the Dispute Resolution process to do or redo the Accessibility Enhancement, the Independent Expert may reinspect the corrected work. Any reinspection will be conducted pursuant to this Paragraph 13.

13.3 Costs for Inspections By Independent Expert. Conoco agrees to pay the reasonable fees and expenses of the Independent Expert as follows:

13.3.1 The Independent Expert will be reimbursed a flat fee of $1,000 per Corporate Store for each visit to the store required under this Consent Decree, including visits associated with the Pilot Program described in Paragraph 7 and visits associated with monitoring pursuant to Paragraph 13. For purposes of this subparagraph, “visit” shall encompass all work to be completed associated with that visit, including but not limited to time

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spent traveling to and from the Independent Expert’s home base in Seattle, Washington (or such other place as may be established during the term of this Consent Decree) and the location of the Corporate Store; all time spent surveying the Corporate Store; all time spent inspecting Accessibility Enhancements completed at the Corporate Store; and all time spent preparing and distributing reports for that Corporate Store).

13.3.2 The Independent Expert will be reimbursed for time spent speaking with Class Counsel and Conoco other than during his visits to Corporate Stores at his ordinary hourly rate.

13.3.3 The Independent Expert will be reimbursed for reasonable, documented expenses of travel, lodging and meals related to site surveys, inspections, and meet and confer sessions.

13.3.4 There shall not be any ex parte communication between the Independent Expert and any Party or counsel to any Party.

14. CONOCO’S SELF-VERIFICATION AND MONITORING OF COMPLIANCE

14.1 Accessibility Maintenance Checklist. Within three months of Final Approval, Conoco will develop a Periodic Accessibility Maintenance Checklist for use by store and quality assurance personnel at Corporate Stores to help assure compliance with the Consent Decree. Conoco will begin using the Periodic Accessibility Maintenance Checklist within one month after it is developed. Quality assurance personnel will use the Periodic Accessibility Maintenance Checklist during regular quality assurance inspections The Periodic Accessibility Maintenance Checklist will also be included in appropriate Health, Safety and Environmental Manuals. The Periodic Accessibility Maintenance Checklist will include at least the items listed in Exhibit 8 hereto. Conoco will send a copy of the Periodic Accessibility Maintenance Checklist to Class Counsel within one month after it is developed and, if it is amended within the term of this Consent Decree, will send such amendments to Class Counsel within thirty (30) of the time they are made.

14.2 Daily Checklist. Within three months of Final Approval, Conoco will develop a Daily Accessibility Maintenance Checklist for use by store personnel at Corporate Stores to help assure maintenance of accessibility in terms of access into the store and access within the store. The Daily Accessibility Maintenance Checklist will include at least the items listed in Exhibit 9 hereto. Conoco will send a copy of the Daily Accessibility Maintenance Checklist to Class Counsel within one month after it is developed and, if it is amended within the term of this Consent Decree, will send such amendments to Class Counsel within one month of the time they are made.

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14.3 Mystery Shopper. Within three (3) months of Final Approval, Conoco will include on the form used in its “Mystery Shopper” program (“Mystery Shopper Form”) items relating to accessibility that will be checked on each Mystery Shopper visit. The portion of the form relating to accessibility items will be provided to the Class Representatives to allow the Parties to evaluate trends and identify possible areas of concern for discussion.

14.3.1 Included Items. The portion of the Mystery Shopper Form relating to accessibility will address at least the items listed in Exhibit 10 hereto.

14.3.2 Submission of Form to Class Counsel. Conoco will send a copy of the Mystery Shopper Form to Class Counsel within one month after the accessibility items are added and, if it is amended within the term of this Consent Decree, will send such amendments to Class Counsel within one month of the time they are made.

14.3.3 Third Party Services. Conoco will encourage every third party service with which it contracts to provide Mystery Shopper services to use individuals with Mobility Disabilities who use wheelchairs or scooters for mobility as mystery shoppers, but Conoco shall not be responsible for ensuring that such individuals are used.

14.3.4 Change of Method. Should Conoco change the method by which it evaluates customer satisfaction, it will ensure that any such method addresses the items listed in Exhibit 10.

14.3.5 Provision of Data. Every six months during the term of this Consent Decree, Conoco will send to Class Counsel the results of its Mystery Shopper program that relate to accessibility items for the prior six months, including but not limited to copies of Mystery Shopper Forms completed during that period.

14.3.6 Response to Data. Every six months during the term of this Consent Decree, Conoco will send to Class Counsel the results of its Mystery Shopper program that relate to the items listed on Exhibit 10 hereto. If the Mystery Shopper forms for any six month period reflect accessibility concerns for persons with Mobility Disabilities that reflect non-compliance with a specific term of this Consent Decree, arising from similar circumstances at the same Corporate Store on three or more visits during that six month period, Class Counsel may notify Conoco in writing of any concerns within two months of receipt of the Forms. Conoco shall undertake whatever corrective action it deems reasonably appropriate in response to Class Counsel’s stated concerns. Conoco shall notify Class Counsel of the corrective action taken but Conoco shall not be required to reveal the name or other personal identifying information of any person or

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persons involved in corrective action. If after corrective action by Conoco two or more subsequent Mystery Shopper Forms completed during the next six month period following corrective action, reflect accessibility concerns for persons with Mobility Disabilities of the same sort at the same location, where such concerns reflect non-compliance with a specific term of this Consent Decree, the matter may be submitted to Dispute Resolution as provided in Paragraph 21.

15. CUSTOMER COMMENT LINE AND COMMENT CARDS

15.1 Post Sign. Within three months of Final Approval of this Consent Decree, Conoco shall post at each Corporate Store, both inside and outside the store, a readily observable sign containing a toll free or local telephone number where customers may call to comment upon the accessibility features or services provided to persons with Mobility Disabilities at Corporate Stores. The sign shall be substantially in the form attached as Exhibit 11 to this Consent Decree and shall include reference to the availability of a Customer Comment Card.

15.2 Customer Comment Card. Within three months of Final Approval of this Consent Decree, Conoco shall send to all Corporate Stores Customer Comment Cards in substantially the form of Exhibit 12 hereto. Customer Comment Cards shall contain, on one-third of the reverse side, the address of the Conoco office or employee responsible for logging customer comments and shall be postage-prepaid for mailing to that address within the United States.

15.2.1 Card to Customer. All Corporate Stores shall provide a Comment Card to any customer who requests one. Conoco personnel shall provide assistance in filling out a Comment Card to any customer who requests it.

15.2.2 Cards to Conoco Personnel. Whenever Conoco receives a Customer Comment Card regarding accessibility features or service to persons with Mobility Disabilities at Corporate Stores, Conoco shall deliver the Comment Card to the appropriate Conoco personnel.

15.3 Compliance Investigation. Whenever Conoco receives a call on its toll-free Customer Comment Line or receives a Customer Comment Card regarding accessibility features or service to persons with Mobility Disabilities at Corporate Stores, it shall investigate the matter within one month of receipt of the call or the Comment Card. If Conoco’s investigation indicates that the Corporate Store is out of compliance with this Consent Decree, Conoco will take such steps as are necessary to bring the Corporate Store into compliance with this Consent Decree within three months of determination of non-compliance. During the term of this Consent Decree, Conoco will record the nature and disposition of each call on its toll-free Customer Comment Line and Customer Comment Card regarding

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accessibility features or service to persons with Mobility Disabilities at Corporate Stores.

15.4 Customer Comment Information to Class Counsel. Once every six months during the term of this Consent Decree, Conoco will provide to Class Counsel the records required by Paragraph 15.3. Personal identifying information of the customer making the call or filling out the card will be redacted from the records before production to Class Counsel (including name, address, telephone number, credit card number, and any other information from which the identify of the customer can be determined). If the customer comment information for any six month period reflect accessibility concerns for persons with Mobility Disabilities that reflect non-compliance with a specific term of this Consent Decree, arising from similar circumstances at the same Corporate Store on three or more occasions during that six month period, Class Counsel may notify Conoco in writing of any concerns within two months of receipt of the Forms. Conoco shall undertake whatever corrective action it deems reasonably appropriate in response to Class Counsel’s stated concerns. Conoco shall notify Class Counsel of the corrective action taken in general terms (for example, Conoco shall not reveal the name or other personal identifying information of any person or persons involved in corrective action). If after corrective action by Conoco customer comment information during the next six month period following corrective action, reflects accessibility concerns for persons with Mobility Disabilities of the same sort at the same location, where such concerns reflect non-compliance with a specific term of this Consent Decree, the matter may be submitted to Dispute Resolution as provided in Paragraph 21.

16. POLICIES AND TRAINING

16.1 Policies. Within six months following Final Approval of this Consent Decree, Conoco will promulgate written policies regarding the provisions of Title III of the ADA and customer services at all Corporate Stores.

16.2 Personnel. Conoco shall train all personnel who work in or have managerial responsibility for a Corporate Store to follow the requirements of this Consent Decree and to treat customers with disabilities with respect and courtesy. The Class Representatives will receive information on the training such as the amount of training and how often it is provided. If Conoco engages an outside contractor to provide training such as contemplated in this paragraph, Conoco shall provide the name of the outside contractor to Class Counsel within one month of engagement. The Class Representatives will also be given an opportunity to review the training and provide feedback before it is initially implemented. Conoco will use its best efforts to incorporate the use of video materials in the training.

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16.3 Materials. Conoco shall add to or amend any training materials, manual or publication in any medium to reflect the policies and training required by this Paragraph 16.

16.4 Posted Signs. Conoco will post a sign at each Corporate Store in the cage area encouraging continuing awareness by employees of accessibility issues.

17. MAINTENANCE OF ACCESS

Conoco shall maintain access to those Elements of New and Existing Corporate Stores that are covered by this Consent Decree and its Exhibits in accordance with 28 C.F.R. § 36.211(a) and subject to 28 C.F.R. § 36.211(b) and associated Commentary. 28 C.F.R. pt. 36, app. B.

18. NEW CONSTRUCTION AND ALTERATIONS

18.1 New Construction. Any Corporate Store that is built after Final Approval of this Consent Decree shall be built and maintained in compliance with 28 C.F.R. Part 36, including Appendix A, subject to conventional building industry tolerances for field conditions.

18.2 Alterations. All Alterations performed at Corporate Stores after the date of Final Approval of this Consent Decree shall comply with 28 C.F.R. §§ 36.402 and 403, subject to conventional building industry tolerances for field conditions and subject to the defense of Technical Infeasibility and any other defenses applicable to Alterations.

18.2.1 The Parties agree that any Alteration activity that would void the official certification of any prefabricated or modular building shall be considered Technically Infeasible, unless Conoco knowingly elects to make modifications that would void the certification.

19. SUBSEQUENTLY ACQUIRED STORES

19.1 Post-January 1993 Stores. Any Corporate Store acquired by Conoco after Final Approval of this Consent Decree that was designed and constructed for first occupancy on or after January 26, 1993 shall be in compliance with this Consent Decree within six (6) months of acquisition; provided, however, that if Conoco should acquire more than three stores in any one month period, the time period for bringing the acquired stores into compliance shall be extended by one month for every store in excess of three that is acquired.

19.2 Pre-January 1993 Stores. Any Corporate Store acquired by Conoco after Final Approval of this Consent Decree that was designed and constructed for first occupancy before January 26, 1993 shall be subject to the provisions of this Consent Decree that apply to Existing Corporate Stores and shall be in

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compliance with this Consent Decree within twelve (12) months of acquisition; provided, however, that if Conoco should acquire more than three stores in any one month period, the time period for bringing the acquired stores into compliance shall be extended by one month for every store in excess of three that is acquired.

20. SUBSEQUENTLY RELINQUISHED STORES

Any Corporate Store that is sold or closed prior to the end of the term of this Consent Decree shall cease to be subject to the terms of this Consent Decree as of the date it becomes a Subsequently Relinquished Store. Nothing herein will prohibit Conoco from selling, closing or otherwise terminating operations at any location. Once a Corporate Store becomes a Subsequently Relinquished Store, the Releases contained in Paragraph 27 no longer apply to that Store, except to the extent that the Corporate Store has been brought into compliance with the Consent Decree prior to the date of relinquishment and is maintained in compliance by the subsequent owner therewith after the date of relinquishment. The Named Plaintiffs and the Settlement Class specifically agree that Conoco shall have no responsibility whatsoever for achieving or maintaining compliance at a Relinquished Store after the date of relinquishment.

21. DISPUTE RESOLUTION

Any dispute between the Named Plaintiffs or Class Counsel and Conoco that is subject to dispute resolution pursuant to the terms of this Consent Decree will be addressed as follows:

21.1 Notice. If Class Counsel or Conoco have reason to believe that a dispute exists, prompt written notice will be provided to the other Party.

21.2 Confer. Within one month after receipt of the notice, Class Counsel and Conoco will confer by telephone or in person and attempt to resolve the dispute.

21.3 Mediation. If the confer process does not occur or does not resolve the dispute, the matter may be referred by either Class Counsel or Conoco to mediation before a neutral third party mutually agreed to by Class Counsel and Conoco.

21.4 Court. If mediation does not occur or does not resolve the dispute, the matter may be submitted by either Class Counsel or Conoco to the U.S. District Court.

22. PAYMENT TO NAMED PLAINTIFFS

22.1 Farrar-Kuhn. In settlement of Farrar-Kuhn’s claims under the CADA and in recognition of the contributions of Farrar-Kuhn toward compromise in this case, Conoco shall deliver to Class Counsel within five (5) business days after Final Approval of this Consent Decree a check in the amount of Eight Thousand Dollars and No Cents ($8,000.00) made out to Julie Farrar-Kuhn. By making this payment Conoco does not waive its position that Farrar-Kuhn is entitled to no more than $500 under the CADA.

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22.2 Lucas. In settlement of Lucas’s claims under the CADA and in recognition of the contributions of Lucas toward compromise in this case, Conoco shall deliver to Class Counsel within five (5) business days after Final Approval of this Consent Decree a check in the amount of Eight Thousand Dollars and No Cents ($8,000.00) made out to Carrie Ann Lucas. By making this payment Conoco does not waive its position that Lucas is entitled to no more than $500 under the CADA.

23. ATTORNEYS’ FEES AND COSTS, OTHER THAN COSTS OF THE INDEPENDENT EXPERT

23.1 Lump Sum. Conoco shall pay Class Counsel One Hundred Fifty Thousand Dollars and No Cents ($150,000.00) on or before two months after Final Approval of the Consent Decree.

23.2 Full Satisfaction. Such payment will be in full and complete satisfaction of any and all claims for attorneys’ fees, litigation expenses, including expert fees, and costs under federal or state law that the Named Plaintiffs, the Settlement Class, or Class Counsel have against Conoco in connection with this matter, with the exception of fees and costs described in Paragraph 23.3 below.

23.3 Attorneys’ Fees for Work Performed After Final Approval. Subject to the Exceptions set forth in the subparagraphs below, Conoco will pay Class Counsel their reasonable attorneys, fees, litigation expenses and costs (including expert costs) incurred during the Dispute Resolution process set forth in Paragraph 21 of this Consent Decree. Conoco will be responsible for payment for the services of any third party mediator used under Paragraph 21.3.

23.3.1 First Exception. Conoco shall not be responsible for any of Class Counsel’s attorneys’ fees or costs in connection with any Dispute Resolution effort that proceeds to Step 3 (Court) and the Court rules in favor of Conoco on the dispute.

23.3.2 Second Exception. Named Plaintiffs and Class Counsel shall be jointly responsible for Conoco’s attorneys’ fees and costs in connection with any Dispute Resolution effort that proceeds to Step 3 (Court) and it is determined by the court upon motion by Conoco that Named Plaintiffs’ position on the matter was frivolous, using the standard for frivolous claims found in Christianburg Garment Co. v. EEOC, 434 U .S. 412, 421-22 (1978).

23.4 Payment of Fees Pursuant to Paragraph 23.3. Conoco shall pay any fees due pursuant to Paragraph 23.3 within three months of receipt from Class Counsel of an invoice therefor, subject to Conoco’s right to challenge in good faith, through Dispute Resolution, the reasonableness of the fees reflected on any invoice.

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Conoco shall notify Class Counsel of any dispute it may have as to the reasonableness of fees claimed within one month of receipt of an invoice to enhance the likelihood that any dispute may be resolved within three months of initial receipt of the invoice.

23.5 Full Satisfaction. The payment described in Paragraph 23.3 shall be in satisfaction of any and all work of any nature performed by Class Counsel, and any and all costs incurred after Final Approval of this Consent Decree, other than expenses of the Independent Expert pursuant to Paragraphs 7 and 13.

23.6 No Further Obligation. Except as provided in this Paragraph 23, Conoco will not be responsible for any attorneys’ fees, litigation expenses (including expert fees), and costs incurred by Class Counsel.

24. PRELIMINARY APPROVAL, OBJECTIONS AND FAIRNESS HEARING.

24.1 Preliminary Fairness Hearing. Within ten (10) days of execution of this Consent Decree, the Parties shall jointly request a Preliminary Fairness Hearing and shall jointly move for an order granting preliminary approval to this Consent Decree.

24.2 Objections. Any member of the Settlement Class may object to the proposed Consent Decree by filing, within two months after publication of the Notice, written objections with the Clerk of the Court. Only such objecting Class Members shall have the right, if they seek it in their objection, to present objections orally at the Fairness Hearing. Responses by Conoco and Class Counsel to any timely-filed objections shall be made within seventy-five (75) days after Preliminary Approval.

24.3 Fairness Hearing. Class Counsel and Conoco shall request that a Fairness Hearing take place three months after publication of the Notice, or as soon thereafter as the Court may set the hearing.

25. NOTICE TO THE CLASS OF THE PROPOSED CONSENT DECREE

25.1 Post Notice. Conoco shall post the Notice attached as Exhibit 13, at its own expense, at each of the following locations at each Corporate Store that has such a location within one month after Preliminary Approval of this Consent Decree, such notice to remain posted until the date of the Fairness Hearing.

25.1.1 Interior Cash Counter. As close as possible to an interior cash counter, facing toward the customer;

25.1.2 Exterior Cash Counter. As close as possible to an exterior cash counter, facing toward the customer;

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25.1.3 Restroom. In a place visible to customers entering either the men’s or the women’s restroom, or the unisex restroom if only one restroom is provided.

25.1.4 Fuel Dispenser Island. On each fuel dispenser island in a place visible to individuals using fuel dispensers.

25.2 Publish Notice. Conoco shall place the Notice, at its own expense, in the following newspapers: the Houston Chronicle, the Kansas City Star, the Deseret News (Salt Lake City), Daily Oklahoman, and the Denver Post. Said notice shall be published once in each newspaper and shall be at least one-eighth of a page in size. The notice shall appear within fifteen (15) days after Preliminary Approval of the Consent Decree. Conoco shall notify Class Counsel of the day on which the Notice shall appear pursuant to this Paragraph and will send to Class Counsel a copy of the Notice as published.

25.3 Mail Notice. Within fifteen (15) days of Preliminary Approval, Class Counsel shall, at Conoco’s expense, mail the Notice to the organizations listed in Exhibit 14.

26. JUDGMENT, FINAL APPROVAL AND DISMISSAL

26.1 Request for Final Judgment and Final Approval. At the time of the Fairness Hearing, Conoco and Class Counsel shall jointly request that the Court enter a Final Judgment and Order granting Final Approval of this Consent Decree.

26.2 Dismissal with Prejudice. This action shall be dismissed with prejudice pursuant to Rule 41 of the Federal Rules of Civil Procedure, no later than one month following the expiration of the Term of this Consent Decree.

27. RELEASES

27.1 Release of Federal Claims. Effective on the date of Final Approval, Named Plaintiffs, on behalf of themselves and all members of the Settlement Class and their executors, successors, heirs, assigns, agents and representatives, in consideration of the relief set forth herein, the sufficiency of which is expressly acknowledged, unconditionally and forever do fully and finally release, acquit and discharge Conoco and its parent and subsidiary corporations and each of their present, former or future officers, directors, and shareholders and successors and assigns from the Released Federal Claims as defined in Paragraph 27.2 below.

27.2 Released Federal Claims. The “Released Federal Claims” are any and all past or present claims, rights, demands, charges, complaints, actions, causes of action, and liabilities of any kind, except as expressly excluded pursuant to Paragraph 29 hereof, by Named Plaintiffs or the members of the Settlement Class, including any and all such past or present claims for injunctive relief, declaratory relief, fees

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or damages that are based upon the ADA that specifically relate to the accessibility for persons with Mobility Disabilities at Conoco Corporate Stores:

27.3 Release of Colorado Claims. Effective on the date of Final Approval, Named Plaintiffs, on behalf of themselves and their executors, successors, heirs, assigns, agents and representatives, in consideration of the relief set forth herein, the sufficiency of which is expressly acknowledged, unconditionally and forever do fully and finally release, acquit and discharge Conoco and its parent and subsidiary corporations and each of their present, former or future officers, directors, and shareholders and successors and assigns from the Released Colorado Claims as defined in Paragraph 27.4 below.

27.4 Released Colorado Claims. The “Released Colorado Claims” are any and all past or present claims, rights, demands, charges, complaints, actions, causes of action, and liabilities of any kind except as expressly excluded pursuant to Paragraph 28 hereof, by Named Plaintiffs including any and all such past or present claims for injunctive relief, declaratory relief, fees or damages that are based upon the public accommodations provisions of the CADA that specifically relate to the accessibility for persons with Mobility Disabilities at Conoco Corporate Stores:

28. CLAIMS NOT RELEASED

28.1 Claims Not Released. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include any past or present claims of any type or nature under the ADA or the CADA against Conoco relating to Marketer Stores and/or against Marketers or any entity that owns, operates, leases or leases to a Marketer Store.

28.2 Exclusions. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include or extend to any claims under the ADA or the CADA relating to access for or usability by persons with disabilities other than Mobility Disabilities.

28.3 Future Claims. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include or extend to any future claims that arise from incidents and/or conduct that occurs after Final Approval of the Consent Decree. Subject to the foregoing, no Settlement Class member may bring a future claim under the ADA for acts or omissions or physical conditions that are required by or consistent with the terms of this Consent Decree.

28.4 Subsequently Relinquished Stores. The Released Federal Claims and Released Colorado Claims as set forth in Paragraph 27 of this Consent Decree do not include or extend to any Subsequently Relinquished Store after such time as it

27

ceases to be a Corporate Store to the extent that the Subsequently Relinquished Corporate Store has not complied with this Consent Decree as of the date of relinquishment.

28.5 Settlement Class CADA Claims. With the exception of the Named Plaintiffs themselves, the Settlement Class does not release any claims under the CADA or any other state law relating to discrimination on the basis of disability.

28.6 Effect of Merger. The Named Plaintiffs and the Settlement Class specifically do not release any claims regarding those stores identified in Paragraph 1.36 that are subject to any merger between Conoco and Phillips Petroleum Company.

29. COMMUNICATIONS TO CONOCO AND CLASS COUNSEL

All notices or communications required by this Consent Decree shall be in writing by facsimile and U.S. Mail or overnight delivery service addressed as follows:

29.1 To Counsel for Named Plaintiff and the Settlement Class.

Amy F. Robertson, Esq. Fox & Robertson, P.C. 910 - 16th Street Suite 610 Denver, CO 80202 with a copy to: Kevin W. Williams, Esq. General Counsel Colorado Cross Disability Coalition 655 Broadway Suite 775 Denver, CO 80203

29.2 To Conoco.

P. Kathleen Lower, Esq. Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 - 17th Street Suite 1600 Denver, CO 80202

28

with a copy to:

Margret L. Sonnier, Esq. Counsel Conoco Inc. 600 N. Dairy Ashford Suite ML-2110 P.O. Box 4783 Houston, TX 77079

30. MODIFICATION

No modification of this Consent Decree shall be effective unless it is pursuant to Court Order.

31. SEVERABILITY

If any such provision or any part of this Consent Decree thereof shall at any time be held unlawful, or inconsistent with applicable law, in whole or in part, under any federal, state, county, municipal or other law, ruling or regulation, then the remaining provisions of this Consent Decree shall remain effective and enforceable.

32. EXECUTION IN COUNTERPARTS

This Consent Decree may be signed in counterpart and shall be binding and effective immediately upon the execution by all Parties of one or more counterparts. All Parties and their counsel shall sign three copies of this document and each such copy shall be considered an original.

33. DUTY TO SUPPORT AND DEFEND DECREE

Named Plaintiffs, Class Counsel and Conoco each agree to abide by all of the terms of this Decree in good faith and to support it fully, and shall use their best efforts to defend this Decree from any legal challenge, whether by appeal or collateral attack.

34. ENTIRE AGREEMENT

This Consent Decree contains all the agreements, conditions, promises and covenants among Conoco, Named Plaintiffs, Class Counsel and the Settlement Class regarding matters set forth in it and supersedes all prior or contemporaneous agreements, drafts, representations or understandings, either written or oral, with respect to the subject matter of the present Consent Decree.

Respectfully submitted,

Julie Farrar-Kuhn

CONOCO INC.

___________________________________ By:___________________________________ Date:_______________________________ Its: Manager of Branded Marketing Date:_________________________________ Carrie Ann Lucas ___________________________________ Date:_______________________________ APPROVED AS TO FORM: APPROVED AS TO FORM: FOX & ROBERTSON, P.C. OTTEN, JOHNSON, ROBINSON

NEFF & RAGONETTI, P.C. _______________________________ Amy F. Robertson

__________________________________ P. Kathleen Lower

COLORADO CROSS-DISABILITY COALITION

CONOCO INC.

_______________________________ Kevin W. Williams

__________________________________ Margret L. Sonnier

Counsel for Named Plaintiffs and the Settlement Class

Counsel for Conoco Inc.

Exhibit 1

03/29/02 Page 1


Colorado (27)

06302 601 South Broadway - Boulder Acq88 Special 32' x 55'-8" 1417 200' x 264' 36,47806310 11090 N. Colorado Boulevard - Thornton 1982 2150 CM 21'-4" x 50' 1067 170' x 210' 35,75606324 8073 South Broadway - Littleton 1988 KO-4D 27'-6" x 56' 1540 126' x 135' 17,01006325 5810 Omaha Boulevard - Colorado Springs 1988 CR-1600 43'-8" x 43'-8" 1776 150' x 200' 27,83906327 10210 E. Arapahoe Road - Englewood 1988 KO-4D 27'-6" x 56' 1540 186' x 194' 33,60306328 4085 Beverly - Colorado Springs 1988 KO-2AD 27'-6" x 56' 1540 184' x 224' 41,16406331 4310 Fountain Blvd - Colorado Springs 1989 KO-6 23'-8" x 47'-8" 1128 160' x 223' 35,68006334 3210 Youngfield Street - Wheatridge 1990 KO-7 23'-8" x 47'-8" 1128 140' x 150' 21,00006335 1501 Colorado Blvd - Denver 1990 KO-6A 23'-8" x 47'-8" 1128 111' x 198' 21,52906340 290 South Havana - Aurora 1990 KO-6 23'-8" x 47'-8" 1128 150' x 150' 22,41306342 4315 North Academy - Colorado Springs 1989 KO-6A 23'-8" x 47'-8" 1128 150' x 200' 29,53006344 1100 South Havana - Aurora 1990 CR-1600 43'-8" x 43'-8" 1776 175' x 175' 30,62506356 1801 Hover Road - Longmont Acq83 - 85R Special 55'-4" x 150' 8030 193' x 210' 40,50006369 3375 28th Street - Boulder 1991 KO-7 23'-8" x 47'-8" 1128 Irregular 24,67606404 3103 South Sheridan Blvd - Denver 1991 Kiosk 7'-4" x 18' 132 125' x 147' 18,62906405 1696 South Colorado Blvd - Denver 1991 KO-7 23'-8" x 47'-8" 1128 117' x 146' 16,67706410 3000 28th Street - Boulder 1991 KO-7 23'-8" x 47'-8" 1128 150' x 167' 25,12506414 330 South Academy - Colorado Springs 1991 KO-7 23'-8" x 47'-8" 1128 190' x 200' 40,01406418 3495 South Monaco Parkway - Denver 1991 KO-6 23'-8" x 47'-8" 1128 200' x 212' 39,43906419 500 West 120th Avenue - Northglenn 1991 KO-6 23'-8" x 47'-8" 1128 150' x 150' 22,50006421 2100 South Monaco Parkway - Denver 1991 KO-7 23'-8" x 47'-8" 1128 150' x 150' 22,19006423 4785 Federal Boulevard - Denver 1991 KO-6 23'-8" x 47'-8" 1128 140' x 195' 26,90006425 7295 East Belleview Avenue - Englewood 1991 KO-6 23'-8" x 47'-8" 1128 150' x 190' 28,63306426 5096 South Yosemite - Greenwood Village Acq90 - 91R Special 12'-6" x 49'-6" 619 175' x 180' 31,46506429 160 West 104th Avenue - Northglenn 1991 KO-6 23'-8" x 47'-8" 1128 150' x 150' 22,51406430 7995 North Federal Blvd - Westminster 1991 KO-6 23'-8" x 47'-8" 1128 137' x 215' 29,49406431 4750 Kipling Street - Wheatridge 1991 KO-7 23'-8" x 47'-8" 1128 125' x 157' 21,116

Existing (Pre-1993) Corporate Store List with Address' (51 Total)


03/29/02 Kansas (2) Page 2

16002 15115 West 119th Street - Olathe 1992 CR-1900 44' x 45'-8" 1877 185' x 196' 36,26016008 8401 West 95th Street - Overland Park Acq95 Special 24'-11" x 54'-11" 1367 150' x 175' 26,250

Missouri (1)

25014 1501 N. Woods Chapel Road - Blue Springs 1990 KO-6 23'-8" x 47'-8" 1128 185' x 210' 38,550

Oklahoma (10)

36014 1901 North 14th Street - Ponca City 1988 KO-2D 27'-6" x 56' 1540 150' x 225' 33,36736017 8001 NW 39th Expressway - Bethany 1989 KO-6 23'-8" x 47'-8" 1128 295' x 296' 87,42036022 12021 South Western - Oklahoma City 1991 KO-6 23'-8" x 47'-8" 1128 160' x 170' 27,20036025 9003 East Reno - Midwest City 1991 KO-6 23'-8" x 47'-8" 1128 190' x 220' 37,95636028 3303 South Blvd Avenue - Edmond Acq92 Phillips 19'-5" x 45'-5" 882 160' x 175' 27,68536029 3300 West Main - Norman 1992 CO-6 24' x 48' 1152 170' x 185' 30,00136044 4430 West Reno - Oklahoma City 1991 - Acq96 KM Diam 45'-6" x 66'-6" 2885 175' x 200' 34,69636047 800 Northeast 12th - Moore 1991 - Acq96 KM Diam 49' x 59' 2387 150' x 160' 23,68836083 1500 South Broadway - Edmond 1992 CO-6 24' x 48' 1152 150' x 150' 22,37736600 4432 NW 63rd - Oklahoma City 1991 - Acq96 KM Diam 49' x 59' IRR 2387 198' x 208' 41,184

Texas (2)

43105 3321 South Garland Avenue - Garland Acq91 - R91 Hypermart 35'-4" x 55'-0" 1839 130' x 279' 37,38243108 700 North Dairy Ashford - Houston 1992 Sp Diam 19' x 56' x 59' 3159 371' x 428' 144,155

Utah (9)

44002 4841 South Redwood - Taylorsville 1989 KO-6 23'-8" x 47'-8" 1128 175' x 175' 30,42544003 3597 West 4700 South - Taylorsville 1989 KO-6 23'-8" x 47'-8" 1128 188' x 242' 45,23844005 1285 West 9000 South - West Jordan 1989 KO-6 23'-8" x 47'-8" 1128 231' x 292' 49,26644006 4380 West 3500 South - West Valley 1989 KO-6A 23'-8" x 47'-8" 1128 150' x 207' 32,085



03/29/02 Utah (cont) Page 3

44007 3621 West 5400 South - Kearns 1990 KO-6 23'-8" x 47'-8" 1128 180' x 225' 42,10844010 5595 West 3500 South - West Valley 1990 KO-6 23'-8" x 47'-8" 1128 165' x 225' 37,09544011 690 West 5300 South - Murray 1991 KO-6 23'-8" x 47'-8" 1128 168' x 174' 31,38244012 8612 South 1300 East - Sandy Acq90 Special 12' x 48' 576 150' x 194' 27,87444013 2187 West 4700 South - Taylorsville 1991 KO-6 23'-8" x 47'-8" 1128 167' x 216' 35,874



Exhibit 2

03/29/02 Page 1


Colorado (36)

06314 4495 Peoria Street - Denver 1997 RB BL-3200 39'-10" x 78'-6" 3127 200' x 200' 39,80706360 4981 E. 64th Avenue - Commerce City Acq89 - 95R CR-1900 44' x 45'-8" 1877 213' x 230' 50,25406375 15590 West 44th Avenue - Golden Acq91 - 95R Special 40'-4" x 65'-9" 2613 132' x 151' 19,72206400 534 State Highway 105 - Monument 1999 RB Fuel Stop 42'-8" x 99' 4153 238' x 330' 128,36806411 600 South Broadway Street - Boulder 1993 CO-7 24' x 48' 1152 172' x 258' 25,82406415 507 Garden of the Gods - Colorado Springs 1998 - Aq2000 *BPG-2 39' x 101'-3" 3677 203' x 218' 44,91906427 3440 South Wadsworth Ave - Lakewood Acq91 - 95RB CO-6 Sk 25'-8" x 51'-8" 1326 135' x 188' 25,38006438 6393 Ward Road - Arvada Acq92 - 95R CR-1900 44' x 45'-8" 1877 195' x 200' 37,98606441 9405 South University - Highlands Ranch 1994 BL-1700 Sk 30' x 59'-4" 1780 170' x 225' 38,25006442 510 McCaslin Boulevard - Louisville 1995 CM-1700 29'-4" x 58'-8" 1721 186' x 206' 39,03806444 2250 Mountain View - Longmont 1995 CR-1900 44' x 45'-8" 1877 150' x 150' 22,31306446 16920 Lincoln Way - Parker 1995 CR-1900 44' x 45'-8" 1877 210' x 286' 59,63406447 181 McCaslin Boulevard - Superior 1996 CR-1900 44' x 45'-8" 1877 160' x 240' 35,90006448 7695 West Long Drive - Littleton 1996 CR-1900 44' x 45'-8" 1877 167' x 205' 43,59206449 2790 North Powers Blvd - Colorado Springs 1996 BL-3200 39'-10" x 78'-6" 3127 215' x 232' 39,55206450 9883 West Chatfield - Littleton 1996 BL-3200*BP 39'-10" x 78'-6" 3127 150' x 569' 85,93206452 691 East 120th Avenue - Thornton 1996 BL-1700 Bk 29'-4" x 58'-8" 1721 196' x 205' 40,18006453 225 Founders Parkway - Castle Rock 2000 *BPG-2 39' x 101'-3" 3677 230' x 245' 59,00406454 12624 West Indora Place - Littleton 1997 BL-3200*BP 39'-10" x 78'-6" 3127 158' x 275' 50,09406455 12780 Colorado Boulevard - Thornton 1998 - Aq2000 *BPG-2 39' x 101'-3" 3677 210' x 315' 63,00006456 7540 West Chatfield Avenue - Littleton 1998 *BPG-2 39' x 101'-3" 3677 176' x 270' 47,62506458 290 North Highway 287 - Lafayette 1998 *BPG-2 39' x 101'-3" 3677 253' x 270' 67,10906459 5190 West 113th - Westminster 1997 CR-1900 44' x 45'-8" 1877 217' x 235' 44,04906461 5899 South Alkire Street - Littleton 1998 - Aq2000 *BPG-1 38'-9" x 94'-3" 3371 194' x 266' 57,57906462 2825 Briargate Blvd - Colorado Springs 1998 *BPG-2 39' x 101'-3" 3677 225' x 300' 64,95106463 12802 Lowell Boulevard - Broomfield 1998 *BPG-2 39' x 101'-3" 3677 180' x 484' 86,91606465 4400 Chambers Road - Denver 1999 *BPG-2 39' x 101'-3" 3677 225' x 250' 56,116

New (Post-1993) Corporate Store List with Address' (73 Total)

* BP indicates a "breakplace" store** This store has another 4800 sq ft basement


03/29/02 Colorado (cont) Page 2

06466 9215 Lincoln Avenue - Lone Tree 2000 *BPG-3 30' x 86' 2580 167' x 269' 44,91406467 19965 Smoky Hill Road - Aurora 2000 *BPG-2 39' x 101'-3" 3677 267' x 271' 61,18206468 7680 Pena Boulevard - Denver 1995 D.I.A. Sp 53'-4" x 82'-8" 4409 335' x 481' 160,19706470 1500 7th Street - Denver 1999 Pepsi Ctr*BP 39' x 116' 4524 160' x 307' 33,72806471 16283 Morrison Road - Morrison 2000 *BPG-2 39' x 101'-3" 3677 284' x 355' 70,05006473 15371 East Orchard Road - Aurora 1998 - Aq2000 *BPG-1 Cust 45'-4" x 80' 3627 174' x 240' 40,90206474 7501 South Platte Canyon Road - Littleton 1999 - Aq2000 *BPG-1 Cust 45'-4" x 80' 3627 233' x 291' 57,38806478 6310 South Parker Road - Aurora 1998 - Aq2000 *BPG-1 38'-9" x 94'-3" 3371 202' x 216' 41,31506481 12851 West 32nd Avenue - Wheatridge 1998 - Aq2000 *BPG-1 38'-9" x 94'-3" 3371 174' x 332' 57,700

Kansas (3)

16006 2243 Princeton - Ottawa 1995 BL-3200 39'-10" x 78'-6" 3127 204' x 300' 61,20016018 2330 Iowa - Lawrence 1998 *BPG-2 39' x 101'-3" 3677 148' x 259' 36,21216025 1030 North 3rd Street - Lawrence Acq99 - 99R Special 40' x 100' 4000 131' x 250' 36,212

Missouri (9)

25019 2561 South 291 Highway - Independence 1993 CR-1900 44' x 45'-8" 1877 200' x 225' 39,48425022 7447 State Line Road - Kansas City 1993 CO-6 24' x 48' 1152 127' x 212' 26,50625023 10245 State Line Road - Kansas City 1996 BL-3200 39'-10" x 78'-6" 3127 189' x 190' 30,79925024 6903 Blue Ridge Boulevard - Raytown 1997 *BPG-1 38'-9" x 94'-3" 3371 237' x 260' 42,41425025 300 South 291 Highway - Lees Summit 1996 BL-3200 39'-10" x 78'-6" 3127 215' x 334' 77,05425027 9917 East Bannister - Kansas City 1996 BL-3200 39'-10" x 78'-6" 3127 175' x 175' 30,30525028 500 East North Avenue - Belton 1998 *BPG-2 39' x 101'-3" 3677 235' x 248' 55,69425029 8100 Westridge - Raytown 2000 *BPG-2 39' x 101'-3" 3677 242' x 355' 70,68125031 100 South Forrest Avenue - Liberty Acq99 - 99R Special Unavailable Una. Unavail. Una.

Oklahoma (15)

36030 2101 NW 122nd - Oklahoma City 1995 BL-1700 Bk 29'-4" x 58'-8" 1721 225' x 225' 57,37336031 2316 West Lindsey - Norman 1996 BL-3200 39'-10" x 78'-6" 3127 180' x 265' 43,156

New (Post-1993) Corporate Store List



03/29/02 Oklahoma (cont) Page 3

36032 101 NW 63rd - Oklahoma City 1995 BL-1700 27'-6" x 57'-10" 1590 150' x 225' 30,93736033 2216 West Edmond Road - Edmond 1997 RB *BPG-1 38'-9" x 94'-3" 3371 174' x 190' 33,06036034 201 West Britton Road - Oklahoma City 1995 BL-1700 27'-6" x 57'-10" 1590 154' x 175' 26,95036037 7104 NW 23rd - Bethany 1995 BL-3200 39'-10" x 78'-6" 3127 183' x 183' 33,48936039 12300 North Macarthur - Oklahoma City 1995 BL-1700 27'-6" x 57'-10" 1590 159' x 159' 25,28136041 1301 South Cornwell - Yukon 1995 BL-3200 39'-10" x 78'-6" 3127 200' x 200' 40,00036042 2840 Southwest 59th - Oklahoma City 1997 *BPG-1 38'-9" x 94'-3" 3371 110' x 176' 17,86036069 141 South Mustang Road - Yukon 1998 *BPG-2 39' x 101'-3" 3677 250' x 250' 62,50036077 1000 Northwest 123rd - Oklahoma City 1999 *BPG-1 38'-9" x 94'-3" 3371 132' x 316' 41,65436078 7900 NW Expressway - Oklahoma City 1998 *BPG-2 39' x 101'-3" 3677 200' x 250' 50,00036501 9000 South Pennsylvania - Oklahoma City 1998 Unmanned None None 130' x 130' 16,58736502 9001 NW Expressway - Oklahoma City 1998 Unmanned None None 256' x 262' 57,15936503 7944 West Hefner Road - Oklahoma City 1998 Unmanned None None 159' x 159' 25,184

Texas (4)

43115 2302 North Shepherd - Houston 1998 Kiosk 8' x 24'-8" 197 97' x 134' 12,99843116 5600 1/2 Mykawa - Houston 1998 Kiosk 8' x 24'-8" 197 100' x 130' 13,00043118 2321 Wirt Road - Houston 1998 Kiosk 8' x 24'-8" 197 97' x 156' 15,13243121 12357 Main Street - Houston 1998 1000 Mini 24' x 41'-4" 992 181' x 230' 41,515

Utah (6)

44014 95 West 10600 South - Sandy 1995 BL-1700 27'-6" x 57'-10" 1590 173' x 206' 36,09144016 1055 West Riverdale Road - Riverdale Acq92 - 95R Phillips 25'-3" x 54'-2" 1367 172' x 200' 31,40744019 655 South 500 East - American Fork 1998 - Aq01 *BPG-2 Deli 39' x 101'-3" 3677 205' x 259' 51,98444021 524 West 4500 South - Murray 1997 - Acq01 Chevron 49'-9" x 80' 3980 198' x 243' 54,97744022 3731 West Jordan Landing - West Jordan 1999 - Acq01 Chevron 60' x 80' ** 4800 180' x 220' 38,93844029 1724 Antelope Drive - Layton 1998 - Acq01 Phillips 50' x 84' 4200 204' x 248' 51,418

New (Post-1993) Corporate Store List



Exhibit 3

EXHIBIT 3

FARRAR-KUHN & LUCAS v. CONOCO CONSENT DECREE ELEMENTS AND SPACES SUBJECT TO ACCESSIBILITY ENHANCEMENT

APPLICABLE TO BOTH NEW AND EXISTING CORPORATE STORES

A. Purpose of This Exhibit; Applicable Measurements

A.1 The purpose of this Exhibit is to identify the elements and spaces (where at least one such element or space is provided), and particular attributes of those elements and spaces, that are subject to Accessibility Enhancement as described in Paragraphs 8 and 9 of the Consent Decree of which this Exhibit is a part. Nothing in this Exhibit or this Consent Decree shall be interpreted to require Conoco to make an element available that is not presently available at a Corporate Store, unless such a requirement is stated expressly.

A.2 Pursuant to Paragraph 8 of the Consent Decree, at New Corporate Stores the elements and spaces listed in this Exhibit 3 must comply with the Standards applicable to such element or space as relevant to persons with Mobility Disabilities, subject to standard industry tolerances for field conditions.

A.3 Pursuant to Paragraph 9 of the Consent Decree, at Existing Corporate Stores the elements and spaces listed in this Exhibit 3 must comply with the acceptable measurements listed on Exhibit 4 to this Consent Decree. If an element or space does not comply with the applicable measurements on Exhibit 4 (i.e., is not less than or equal to the acceptable measurement or greater than or equal to the acceptable measurement, as appropriate), such non-conforming element or space shall be modified to meet the Standards applicable to such element or space as relevant to persons with Mobility Disabilities, subject to standard industry tolerances for field conditions or except as otherwise provided herein.

A.4 The terms used herein that are not defined below shall have the meaning set forth in Paragraph 1 of the Consent Decree of which this is an Exhibit. Any terms not defined in this document or in the Consent Decree shall have the meaning ascribed to them in the Americans with Disabilities Act (“ADA”) and its implementing regulations, including the Standards.

B. Accessible Route

B.1 Conoco will ensure that there is a wheelchair-accessible route between the property line and at least one of each type of the following elements and spaces.

B.1.1 public pay telephone

B.1.2 [MAJOR] customer entry/exit door in each customer-use building (“customer-use building” whenever used in this Exhibit 3 does not include the car wash facility, except those areas of the car wash where customers are permitted to enter)

2

B.1.3 [MAJOR] interior cash counter

B.1.4 [MAJOR] customer restroom door

B.1.5 customer drinking fountain

B.1.6 self-service food and beverage counters

B.1.7 clerk-served food and beverage service counters

B.1.8 automated teller machine

B.1.9 self-serve lottery station

B.1.10 reach-in cooler doors

B.1.11 ice machine

B.1.12 vending machines and newspaper and similar public use dispensers

B.1.13 food consumption seating areas

B.1.14 [MAJOR] exterior cash transaction drawers

B.2 Conoco will ensure that there is a wheelchair-accessible route between at least one of the following elements and spaces and at least one accessible customer entry/exit door in each customer-use building.

B.2.1 [MAJOR] accessible parking access aisle (both standard and van-accessible if both are provided)

B.2.2 [MAJOR] gasoline/diesel dispenser

B.2.3 pump island window washing squeegee

B.2.4 pump island paper towel dispenser and trash receptacle

B.2.5 [MAJOR] air and water stations

B.2.6 vacuum station

B.3 [MAJOR] Conoco will ensure that there is a wheel-chair accessible route between all of the shelves or display units allowing self-service by customers and at least one accessible customer entry/exit door in each customer use building.

B.4 At New Corporate Stores, a “wheelchair-accessible route” means an “accessible route” as defined in Standards § 3.5 that complies with those portions of Standards § 4.3 that are applicable to persons with Mobility Disabilities, subject to Paragraph B.7.

3

B.5 At Existing Corporate Stores, a “wheelchair-accessible route” means a route that conforms with Exhibit 4, Section B, subject to Paragraph B.7 of this Exhibit.

B.6 Conoco will ensure that there is a wheelchair-accessible route between any two customer-use buildings.

B.7 Conoco will not be required to regrade existing concrete or paved area slopes (not including sidewalks adjacent to accessible entryways, curb ramps (except bottom landing of curb ramps to the extent the bottom landing encroaches into the concrete site pad), and ramps adjacent to those sidewalks– see Paragraphs D, E and F below ) at either New or Existing Corporate Stores. See illustration attached for visual explanation of this provision.

B.8 If a Corporate Store has more than one of a particular element (for example, public telephones) but only one or some but not all of the elements is/are located on a wheel-chair accessible route, Conoco will post a sign at the location of the element(s) on the wheelchair-accessible route prominently identifying the element as being on a wheelchair-accessible route. Conoco will not be required to post a sign at other like elements that are not on a wheel-chair accessible route, except as provided expressly herein.

B.9 [MAJOR] The surface along an accessible route shall be stable, firm and slip-resistant (for example, on exterior routes, loose gravel would not satisfy this requirement).

B.10 If any permanent queue line is set up, the dimensions shall conform to the Standards at both New and Existing Corporate Stores.

C. Parking

C.1 [MAJOR] Number of accessible parking spaces

C.2 [MAJOR] Width of accessible parking space

C.3 [MAJOR] Width of accessible parking space access aisle (if provided in addition to van-accessible access aisle)

C.4 [MAJOR] Number of van-accessible parking space access aisles

C.5 [MAJOR] Width of van-accessible parking space access aisle

C.6 Signage

C.7 Accessible and van accessible parking space and aisle slope/cross slope

C.8 Vertical level change

4

C.9 Location of accessible and van accessible parking space/s on shortest accessible route of travel to an accessible entrance, except as provided in Paragraph C.10.

C.10 Conoco may locate accessible parking space(s) at a location on a wheelchair-accessible route with a lesser slope even though the route from the location of lesser slope may not be the shortest wheelchair-accessible route of travel from the parking access aisle to the accessible customer entryway or other elements or spaces.

C.11 If a vertical level change of greater than one inch develops in the surface of any accessible or van-accessible parking space access aisle at a New or Existing Corporate Store, Conoco must repair or relocate the parking space access aisle, at its option.

D. Sidewalks (See illustration attached for visual explanation of areas covered by this Section D)

D.1 [MAJOR] Width

D.2 Vertical level change

D.3 Gratings

E. Curb Ramps (See illustration attached for visual explanation of areas covered by this Section E; curb ramps are to be placed wherever an accessible route crosses a curb)

E.1 [MAJOR] Front/back maximum slope

E.2 [MAJOR] Width

E.3 Height of bottom lip

E.4 Top landing length

E.5 Bottom landing length

E.6 Flared sides

E.7 Vertical level change

E.8 Gratings

F. Ramps (See illustration attached for visual explanation of areas covered by this Section F)

F.1 [MAJOR] Front/back slope

F.2 [MAJOR] Cross slope

5

F.3 [MAJOR] Width

F.4 Width/diameter of handrail

F.5 Height to top of handrail

F.6 When handrails must be installed

F.7 Where handrails should be installed when needed

F.8 Length of ramp landing (top and bottom)

F.9 Vertical rise of ramp between landings

F.10 Vertical level change

F.11 [MAJOR] When a ramp must be installed

G. Public Pay Telephones

G.1 Number of accessible telephones

G.2 Centerline of highest operable control

G.3 Clear floor space immediately adjacent to telephone

G.4 Length of handset cord

G.5 Height of telephone book

H. Customer Entry/Exit Doors

H.1 [MAJOR] Clear width when open 90 degrees

H.2 [MAJOR] Width of clear floor area on the pull side beyond strike jamb

H.3 [MAJOR] Width of clear floor area on the push side of the strike (if there is both a latch and a closer)

H.4 [MAJOR] Depth of the clear floor area on the pull side

H.5 [MAJOR] Depth of clear floor area on the push side

H.6 [MAJOR] Height of door threshold

H.7 [MAJOR] Maneuvering space vertical level change

H.8 Maneuvering space gratings

H.9 Door closing speed

6

H.10 Door opening and closing force

H.11 Door hardware

H.12 [MAJOR] Space between doors in vestibule (if there are two or more customer entry/exit doors in series (i.e., a vestibule) at an entry, each door shall comply with the applicable set of measurements)

H.13 If fewer than all customer entry/exit doors conform to the Standards at a New Corporate Store and to Exhibit 4 at an Existing Corporate Store, Conoco will install a sign on any door that does conform that includes the International Symbol of Accessibility and directional signage at those doors that do not conform, directing customers to the nearest one that does conform.

I. Interior Counters with Cash Registers and Exterior Cash Transaction Drawers

I.1 [MAJOR] Height to top of interior cashier counter

I.1.1 At Existing Corporate Stores, if the height of the interior counter with a cash register does not comply with the acceptable measurement on Exhibit 4, Conoco may satisfy its obligation to make an Accessibility Enhancement by providing an unobstructed fold-down, fold-up or retractable counter capable of supporting a reasonable weight of merchandise, whose height does not exceed 36” from the finished floor and which is at least 24” wide and 9” deep

I.2 Width of interior cashier counter

I.2.1 For Existing Corporate Stores, see Paragraph I.1.1

I.3 Depth of interior cashier counter

I.3.1 For Existing Corporate Stores, see Paragraph I.1.1

I.4 Clear floor space immediately adjacent to interior cashier counter

I.5 [MAJOR] Height of exterior cash transaction drawer

I.5.1 At Existing Corporate Stores, if the height of the exterior cash transaction drawer does not comply with the acceptable measurement on Exhibit 4, Conoco may satisfy its obligation to make an Accessibility Enhancement by providing an auxiliary counter that is at most 36” above grade and that is at least 24” wide and 9” deep.

I.6 Width of exterior cash transaction drawer

I.7 Depth of exterior cash transaction drawer

I.8 Clear floor space immediately adjacent to exterior cash transaction drawer

7

I.9 If any given Corporate Store has more than one counter with a cash register but fewer than all such counters comply with the applicable height, width and depth measurements on Exhibit 4, Conoco will install a sign on the counters that do conform that includes the International Symbol of Accessibility and directional signage at those counters that do not conform, directing customers to the nearest one that does conform.

J. Retail Merchandising and Food Service Areas (Both Self-Serve and Clerk-Served)

J.1 Height to top of service counter

J.2 Clear floor area immediately adjacent to accessible element

J.3 Height to operable controls of accessible element

J.4 Accessible seating

K. Customer Rest Rooms (Including Toilet Rooms and Toilet Stalls)

K.1 Signage

K.2 [MAJOR] Entry door clear opening

K.3 [MAJOR] Entry door opening force

K.4 [MAJOR] Entry door closing speed

K.5 [MAJOR] Entry door threshold height

K.6 [MAJOR] Entry door handles

K.7 [MAJOR] Width of clear floor area on the pull side beyond strike jamb

K.8 [MAJOR] Width of clear floor area on the push side of the strike jamb (if there is both a latch and a closer)

K.9 [MAJOR] Depth of the clear floor area on the pull side

K.10 [MAJOR] Depth of clear floor area on the push side

K.11 Clear floor turning space

K.12 Toe clearances

K.13 Urinal clear floor space

K.14 Urinal lip height

K.15 Urinal flush control height

8

K.16 Lavatory knee clearance height to 8” back from front edge

K.17 Height of top of lavatory basin

K.18 Clear floor space at lavatory

K.19 Insulation of exposed pipes

K.20 Height of bottom edge of mirror reflecting surface

K.21 Height of highest operable control of soap container

K.22 Location of accessible soap container

K.23 Height of highest operable control of paper towel container

K.24 Location of accessible paper towel container

K.25 Height of highest operable control of hand dryer

K.26 Location of accessible hand dryer

K.27 Height of highest operable control of wall-mounted vending machine

K.28 Height of baby-changing table

K.29 Height of electrical outlet

K.30 Height of toilet seat cover container

K.31 Height of sanitary napkin receptacle

K.32 [MAJOR] Stall door width

K.33 [MAJOR] Stall door maneuvering clearance

K.34 [MAJOR] Stall dimensions

K.35 Stall door hardware

K.36 Depth of area from wall behind water closet

K.37 Width of floor area from water closet side wall

K.38 Distance from centerline of toilet to side wall

K.39 Diameter of grab bar

K.40 Length of grab bar behind water closet

9

K.41 [MAJOR] Placement of grab bars

K.42 Clearance between grab bar and wall

K.43 [MAJOR] Height of toilet seat

K.44 Height of toilet paper holder

K.45 Height of coat hook

K.46 If any given Corporate Store has more than one rest room but fewer than all of the rest rooms comply with the Standards, Conoco will install a sign on the rest rooms that do conform that includes the International Symbol of Accessibility and directional signage at those rest rooms that do not conform, directing customers to the nearest one that does conform.

K.47 If a customer restroom contains more than one of any of the Elements listed in this Section, Conoco shall not be required to perform Accessibility Enhancements on more than one such Element in each customer restroom.

L. Miscellaneous Customer Amenities

L.1 Automated teller machine

L.1.1 Clear floor space immediately adjacent to ATM

L.1.2 Height of operable controls of ATM

L.2 Lottery ticket machine or other self-service lottery station

L.2.1 Clear floor space immediately adjacent to lottery ticket machine

L.2.2 Height of operable controls of lottery ticket machine

L.3 Where a Corporate Store has more than one of any of the elements listed in Paragraph L but fewer than all of these elements are accessible, Conoco will install signage at the accessible elements that includes the International Symbol of Accessibility and at the inaccessible elements, directional signage indicating the accessible elements.

M. Customer Drinking Fountains

M.1 Spout height

M.2 Spout location

M.3 Height of controls

M.4 Location of controls

10

M.5 Clear floor space immediately adjacent to the drinking fountain

M.6 Clear knee space

M.7 Conoco may comply with Paragraph M in Existing Corporate Stores by installing a cup dispenser (with cups that are not cone shaped with a pointed bottom) within the acceptable measurements on Exhibit 4 or within the reach ranges and clear floor space required by Standards § 4.2.

N. [ALL MAJOR] Gasoline/Diesel Dispensers

N.1 Conoco agrees to implement the plan set out in Paragraph N.2 without conceding that fuel dispensers or their controls are subject to Title III or its implementing rules and regulations.

N.2 Conoco agrees to do the following:

N.2.1 New Construction. Beginning 90 days after Final Approval of this Consent Decree, at every Corporate Store designed and constructed for first occupancy thereafter, Conoco will install all fuel dispensers so that all controls of the dispenser, including any CRIND, are no higher than 54 inches above grade and so that the fuel dispensers are on an Accessible Route.

N.2.2 New and Existing Corporate Stores.

N.2.2.1 Beginning 90 days after Final Approval of this Consent Decree, where underground fuel tanks and underground fuel pipes to the tanks are replaced, Conoco will install at least one fuel dispenser so that all controls of the dispenser, including the CRIND if Conoco chooses to install a fuel dispenser with a CRIND, are no higher than 54 inches above grade and so that the fuel dispenser is on an Accessible Route. Any such installation shall be subject to the approval of the local or state fire marshal, and Conoco shall be excused from compliance where a fire marshal denies approval.

N.2.2.2 Beginning 90 days after Final Approval of this Consent Decree, when an existing fuel dispenser is replaced with a new fuel dispenser, without replacing underground tanks or pipes, Conoco will install a fuel dispenser so that all controls of the fuel dispenser, including the CRIND if Conoco chooses to install a fuel dispenser with a CRIND, are no higher than 54 inches above grade, unless incompatible with existing underground tanks and piping or electronic communication equipment.

N.2.2.3 Beginning 90 days after Final Approval of this Consent Decree, Conoco will begin installing a retrofit kit [such as a Gilbarco model] that will provide CRIND controls, not including the

11

monitor or the receipt printer, no higher than 54 inches above grade on one fueling position at each Corporate Store, New and Existing, in the six county Denver Metropolitan area (City and County of Denver, City and County of Broomfield, and Arapahoe, Boulder, Douglas and Jefferson Counties). Installation of the retrofit kits will be completed no later than 12 months and 90 days after Final Approval, with approximately one fourth being installed during the first three months, one fourth during the second three months, one fourth during the third three months, and one fourth during the fourth and final three months.

N.3 Conoco shall retain the prerogative at all times to select the particular type of dispenser equipment to be installed at any Corporate Store, New, Existing, or built after the effective date of this Consent Decree, so long as the equipment meets or exceeds the accessibility requirements specified in this Consent Decree.

O. Customer Amenities Associated with Gasoline/Diesel Dispensers (applies to the amenity that is closest to a fueling station retrofitted with an accessible CRIND, unless there is only one of a particular amenity on the site, in which case this section applies to that singular amenity)

O.1 Clear floor space immediately adjacent to pump island paper towel container

O.2 Reach ranges of all operable controls of pump island paper towel container

O.3 Clear floor space immediately adjacent to pump island window-washing squeegee container

O.4 Reach ranges of all operable controls of pump island window-washing squeegee container

O.5 [MAJOR] Clear floor space immediately adjacent to air supply unit

O.6 [MAJOR] Reach ranges of all operable controls of air supply unit

O.7 [MAJOR] Clear floor space immediately adjacent to water supply unit

O.8 [MAJOR] Reach ranges of all operable controls of water supply unit

O.9 Clear floor space immediately adjacent to vacuum cleaner

O.10 Reach ranges of all operable controls of vacuum cleaner

O.11 Clear floor space immediately adjacent to trash receptacle

O.12 Reach ranges of trash receptacle

O.13 Clear floor space immediately adjacent to emergency fuel shutoff control

12

O.14 Reach ranges of all operable controls of emergency fuel shutoff control

O.15 At New and Existing Corporate Stores, Conoco will place an accessible pump island paper towel container and window-washing squeegee container including a trash receptacle in close proximity to the retrofitted gasoline/diesel dispensers, where converted.

O.16 At newly constructed Corporate Stores that are built following Final Approval of the Consent Decree, Conoco will place accessible pump island paper towel containers and window-washing squeegee containers including trash receptacles in close proximity to all installed gasoline/diesel dispensers.

Exhibit 4

EXHIBIT 4to Farrar-Kahn and Lucas v. Conoco Inc. Consent Decree

Acceptable Measurements for Elements and Spaces Subject to Accessibility Enhancement at Existing Corporate Stores

522765 6 PKLOWE 03/28.'02 1 39 PM

I 1

ELEMENT/ SPACE ACCEPTABLE MEASUREMENT I

A PURPOSE OF EXHIBIT

B ACCESSIBLE ROUTE (NOT INCLUDING SIDEWALKS OR CURB RAMPS AND RAMPS ADJACENT TO SLCIi SIDEWALKS)

1 Width of route (exterior other than sidewalks adjacent to store - see § D) Standards

2 Passing space (exterior other than sidewalks adjacent to store - see § D ) Standards

Surface texture Stable, firm and slip-resistant ; exterior concrete areas excepted from any requirement forregrading or resurfacing (other than access aisles at accessible and van-accessibleparking spaces- curb ramps, ramps and sidewalks adjacent to accessible customerentry/exit, as provided herein)

Change in level Exterior concrete areas excepted from any requirement for regrading or resurfacing/other than access aisles at accessible and van-accessible parking spaces, curb ramps .ramps and sidewalks adjacent to accessible customer entrylexit, as provided herein)

4

5 Aisle widt

to ~) 2 min fnr im to 24-34" min along straightaway

6 Queue line

X42' x 42" min

C PARKING

1 Number of accessible parking spaces Table at 4 .1 .2(5)(a)

2 Width of accessible parking space 94" min

3 Width of accessible parking space access aisle 60" min

4 Number of van-accessible parking space access aisles i I per 8 accessible parking spaces, but no less than I

5 Width of van-accessible parking space access aisle 92" min

7 Accessible and van accessible parking space and aisle slopel'cross slope 5% -- Exterior paved or concrete areas excepted from regrading ; if slope > 5%'0, locationof parking may be changed to area of lesser slope even if not shortest route

8 Vertical level change

I" - If greater than one inch . Conoco may repair or relocate parking space, at its option

EXHIBIT 4

522 765 ti PKLOWE 03/28/ 0 2 4 .39 PM

(

2

ELEMENT/ SPACE ACCEPTABLE MEASUREMENT

SIDEWALKS

Width 32" m in for up to 24"34" min otherwise

2 Vertical level change

max if beveled

Gratings

P12" where perpendicular'/%" if parallel

CURB RAMPS

Front/back maximum slope l5% max to 3"h10% max over 3"h

Width 32" min

Height of bottom lip %" max if beveled

4

5

1 6

Top landing length

Bottom landing length

Flared sides

36"

40"

42"

36"

40"

42"

10%

12%

15%

7 Vertical level change x •" max if beveled

Gratings 1'/2" where perpendicular'• if parallel

RAMPS

1 Front/back slope

10% max

2 , Cross slope

Width

34" min

36" min

3%

4%3

5

Width , ' , ame

of handrai . ?„

32" - 39"Height to top of handrail

6 When handrails must be installed When ramp has rise > 9"

Where handrails should be installed when needed On both sides of ramp, except only on one side of ramp if ramp abuts building orhandrail would obstruct sidewalk

Length of ramp landing (top and bottom) 48" min

r tEXHIBIT 4

5 ;2'/65 6 PKLOWE 03/28/0 2 4 39 PM 3


9 Vertical rise of ramp between landings 36" max

10 Vertical level change '//" max if beveled

11 When a ramp must be installed Where any part of accessible route has changes in level greater than I" _

G PUBLIC PAY TELEPHONES

I Number of accessible telep cones

I min

Centerline of highest operable control

48" max front reach54" max side reach

Clear floor space immediately adjacent to phone 34" x 58" 4

4 Length of handset cord 29" min

5 Height of phone book 48" max front reach54" max side reach

CUSTOMER ENTRY/EXIT DOORS

Clear width when open 90 degrees 32" min

Width of the clear floor area on pull side beyond strike jamb 16" min - Fig . 25(a)- pull side40" min-Fig . 25(b)-pull side23" min - Fig. 25tc)- pull sideAlternatively, Conoco may install an automatic door, at its option

3 Width of clear floor area on push side of strike if there is a latch and a ci'ser 10" min - Fig . 25(a) - push side20" min . Fig. 25(c) -push sideAlternatively, Conoco may install an automatic door, at its option

4 Depth of clear floor area on pull side 54" min front reach48" min side reachAlternatively, Conoco may install an automatic door, at its option

Depth of clear floor area on push side 48" min front reach.42" min side reachAlternatively, Conoco may install an automatic door, at its option

6 Height of door threshold max if beveled

7 Maneuvering space vertical level change lii" max vertical< max if beveled

EXHIBIT 4

5227656 PKLOWE 03/28/0 2 4 . 19 PM 4


8 Maneuvering space gratings I V2" where perpendicular" if parallel

9 Door closing speed 3 seconds

10 Door opening and closing force , Interior doors : 5 lbs

11 Door hardware Lever operated, push-type, U-shaped or other easy to grasp

12 Space between doors in vestibules 36" x 48" min free of door swing

I INTERIOR COUNTERS WITH CASH REGISTERS AND EXTERIOR CASH TRANSACTION DRAWERS

I Height to top of interior cashier counter 38" ; see Exhibit 3 for allowable alternative arrangement

2 Width of interior cashier counter 24"

Depth of interior cashier counter 9''

4 Clear floor space immediately adjacent to interior cashier counter 58"

5 Height of exterior cash transaction drawer 38"

6 Width of exterior cash transaction drawer 24"

7 Depth of exterior cash transaction drawer 9"

8 Clear floor space immediately adjacent to exterior cash transaction drawer 29 x 58" min

J RETAIL MERCHANDISING AND FOOD SERVICE AREAS

1 Height to top of service counter 38" max

2 Clear floor area immediately adjacent to accessible elements 29" x 58" minx

Height to operable controls of accessible element 48" max front reach54" max side reach

accessible seating I location

K REST ROOMS

1 Signage Standards

2 Entry door clear opening 32" min

Entry door opening force 5 lbf

Entry door closing speed 3 seconds

EXHIB .T 4

5227656 PKLOWE 07/281024 .79PM

(

~~ ELEMENT/ SPACE ACCEPTABLE MEASUREMENT

5 Entry door threshold height max if beveled

6 Entry door handles Lever operated, push-type, U-shaped or other easy to grasp

7 Width of clear floor area on pull side beyond strike jamb 16" min - Fig. 25(a) - pull side40" min - Fig. 25(b)- pull side23" min - Fig. 25(c) - pull sideAlternatively, Conoco may install an automatic door, at its option

Width of clear floor area on the push side of strike jamb if both latch and closer 10" min - Fig. 25(a) - push side20" min . - Fig . 25(c)- push sideAlternatively, Conoco may install an automatic door, at its option

Depth of clear floor area on pull side 54" min front reach48" min side reachAlternatively, Conoco may install an automatic door, at its option

10 Depth of clear floor area on push side 48" min front reach42" min side reachAlternatively, Conoco may install an automatic door, at its option

11 Clear floor turning space 55" x 55" min or T turn space with obstructed knee clearance on one leg

12 Toe clearances --toilet stalls and lavatories 9" above floor

13 Urinal clear floor space 27" min, provided shields do not encroach into 30" x 48" clear floor space required by §4.18 .3 ; permit non-compliance where compliant toilet

14 Urinal lip height 17 .5" max ; permit non-compliance where compliant toilet

15 Urinal flush control height 47" max

16 Lavatory knee clearance height to 8" back from front edge 26" min, provided that 30" x 48" space available horizontal to front of lavatory (that is,permitting side approach to the lavatory) . Otherwise 29"

17 Height of top of lavatory basin 36" max

18 Clear floor space at lavatory 30" x 48" min

As required19 Insulation of exposed pipes

20 Height of bottom edge of mirror reflecting surface 42" max

21 Height of highest operable control of soap container 48" max

22 Location of accessible soap container

Nearest to accessible lavatory

23 Height of highest operable control of paper towel container

48" max

t

522'55 6 PKLOWE 03/28/(72 4 39 PM

EX .T 4

6


24 Location of accessible paper towel container Nearest to accessible lavatory

25 Height of the highest operable control of hand dryer 48" max

26 Location of accessible hand dryer Nearest to accessible lavatory

48" max27 Height of highest operable control of wall-mounted vending machine

28 Height of baby-changing table 48" front reach54" side reach

29 Height of electrical outlet 14" min

30 Height of toilet seat cover container 48" front reach54" side reach

31 Height of sanitary napkin receptacle 48" front reach54" side reach

32 Stall door width 32" min

33 Stall door maneuvering clearance Standards § 4 .17 .3

34 Stall dimensions Standards § 4 .17 .3 and Fig . 30

35 Stall door hardware Lever operated, push-type, L-shaped or other easy to grasp

36 Depth of area from wall behind water closet 53" min

37 Width of floor area from water closet side wall 58" min

38 Distance from centerline of toilet to side wall 16" - 20"

39 Diameter of grab bar /' - 2"

40 Length of grab bar behind water closet 36"

41 Placement of grab bars On the walls behind and to the side of the water closet

42 Clearance between grab bar and wall

j 1 " - 2"

43 Height of toilet seat 16" - 20"

44 Height of toilet paper holder

16"-20"

45 Height of coat hook

48" front reach54" side reach

fEXHIBIT 4

I

ELEMENT! SPACE ACCEPTABLE MEASUREMENT

MISCELLANEOUS CUSTOMER AMENITIES

1 Clear floor space immediately adjacent to ATM W'x 5!#"

Height of operable controls of ATM 48" front reach54" side reach

34" x 58" aClear floor space immediately adjacent to lottery ticket machine

4 Height of operable controls of lottery ticket machine 48" front reach54" side reach

M CUSTOMER DRINKING FOUNTAINS

Spout height 40" max, provided that, if spout height is greater than 36", a cup dispenser will heprovided within Standards reach ranges

2 Spout location Standards § 4 ,15 .3

3 Height of controls 48" front reach54" side reach

4 Location of controls Standards § 415 .4

5 Clear floor space immediately adjacent to drinking fountain 34° x 58"r

6 Clear knee spaceI

Standards § 4 .15 .5

N GASOLINE/DIESEL DISPENSERS (see Exhibit 3)

O AMENITIES ADJACENT TO GASOLINE/DIESEL DISPENSERS

Clear floor space immediately adjacent to pump island paper towel container 34" x 58"*

2 Reach ranges of all operable controls of pump island paper towel container 48" front reach54" side reach

3 Clear floor space immediately adjacent to pump island window-washing

-~,-3ti+1"xsqueegee container

58" 4h

Reach ranges of all operable controls of pump island window-washing qt eegcecontainer

48 front read:54" side reach

Clear floor space immediately adjacent o air supply unit 34" x 58"

Reach ranges of all operable controls of air supply unit 48" front reach54" side reach

7 Clear floor space immediately adjacent to water supply unit 34" x 58"522765 .6 PKLOWE 03129102439 PM

7

522765 6 PKLOWE 03/28/02 439 PM

EXHIBIT 4t

8


Reach ranges of all operable controls of water supply unit 48" front reach54" side reach

9 Clear floor space immediately adjacent to vacuum cleaner 34" x 58'

10 Reach ranges of all operable controls of vacuum cleaner 48" front reach54" side reach

11 Clear floor space immediately adjacent to trash receptacle 34'x 58" 411

12 Reach ranges of trash receptacle 48" front reach54" side reach

13 Clear floor space immediately adjacent to emergency fuel shut off control 34" x 58" 4

14 Reach ranges of all operable controls of emergency fuel shut off control 48" front reach54" side reach

Exhibit 5

EXHIBIT 5 TO CONSENT DECREE Civil Action No. 99-MK-2086

CONOCO ADA SURVEY AND REPORT METHODOLOGY

The ADA Survey team will be comprised of individuals assigned by Conoco with an appropriate technical background to be trained in ADA survey methodology by the Independent Expert. One individual should be assigned the role of Survey Project Manager, who will have special responsibilities in addition to survey work.

William Endelman of Endelman & Associates will act as Independent Expert (as defined in the Consent Decree) for this work. Mr. Endelman has performed accessibility consulting for twelve years and has been responsible for over 60 million square feet of ADA Surveys. In performing this work, he has developed custom Survey Solutions Software© to perform ADA Surveys with consistency and to enable a database of electronic data for report preparation.

The Independent Expert will train Conoco surveyors in the details of ADA requirements applicable under Exhibit 3 of the Consent Decree and the Acceptable Measurements standards agreed upon by the Parties listed in Exhibit 4 for assessing Corporate Stores constructed prior to January 26, 1993. The team will be trained in detailed survey methods and the use of Survey Solutions Software© customized for this project.

The software will be licensed to Conoco for specific use on the Corporate Stores covered by the Consent Decree in multiple states, and is to be removed from its computers upon completion, unless otherwise agreed upon by Conoco and the Independent Expert.

The Independent Expert will perform a Pilot Program survey of six facilities in the Denver area pursuant to Paragraph 7 of the Consent Decree. At that time the Independent Expert will also finalize the survey approach and make any necessary software modifications for use in future store surveys. The Independent Expert will produce an Enhancement Report for each Pilot Program store, listing the Elements that are out of compliance with the Consent Decree. After report submission there will be a joint survey by Class Counsel, Conoco and the Independent Expert to verify recommendations and discuss any potential modifications. After completion of Accessibility Enhancements called for in the Enhancement Report as modified, if at all, by the joint survey, the Independent Expert will inspect the completed facilities to identify any potential areas of non-compliance with the Consent Decree.

After training by the Independent Expert, the Conoco survey team will assess the remaining Corporate Stores, enter data into the software, and generate Enhancement Reports for those Stores. The Independent Expert, as part of the training, will work with the surveyors on the first few facility surveys, data entry and draft report preparation to complete the training of the surveyors.

Based upon the barriers, if any, identified in the Enhancement Reports, Conoco will perform Accessibility Enhancements at the remaining Corporate Stores in four groups. The Independent Expert will not participate in the survey effort following completion of the surveys of the Pilot Program stores, nor review survey data/reports for the post-Pilot Program Stores. At specified intervals, the Independent Expert will inspect a randomly selected 10% of the Stores in each phase to verify that in New Corporate Stores, none of the Elements listed in Exhibit 3 of the Consent Decree is out of compliance with the Standards (subject to conventional building

2 EXHIBIT 5 TO CONSENT DECREE Civil Action No. 99-MK-2086

industry tolerances for field conditions), and in Existing Corporate Stores, none of the elements listed in Exhibit 3 is out of compliance with the Acceptable Measurements listed in Exhibit 4, provided that, any element in any Existing Store that was subjected to Accessibility Enhancement pursuant to the Consent Decree must comply with the Standards (subject to conventional building industry tolerances for field conditions).

Any observed Element that does not comply with the Consent Decree will be published in a follow-up report for Conoco and Class Counsel to address.

Exhibit 6


NOTICE TO INDEPENDENT EXPERT AND CLASS COUNSEL THAT PILOT PROGRAM ACCESSIBILITY ENHANCEMENTS

HAVE BEEN COMPLETED

Date of this Notice: ___________________________ TO: William E. Endelman, Independent Expert Endelman & Associates PLLC 901 E. Denny Way Suite 201 Seattle, WA 98122 Amy F. Robertson, Esq., Class Counsel Fox & Robertson, P.C. 910 16th Street

Suite 610 Denver, CO 80202 Kevin W. Williams, Esq., Class Counsel Colorado Cross-Disability Coalition 655 Broadway Suite 775 Denver CO 80203

PLEASE BE ADVISED that the Accessibility Enhancements at the six Pilot Program

Corporate Stores identified as necessary by the Pilot Program and as agreed to by the Parties have been completed.

CONOCO INC.

By______________________________________ Name:___________________________________ Title:____________________________________

Exhibit 7


CERTIFICATION BY INDEPENDENT EXPERT OF COMPLETION OF ACCESSIBILITY ENHANCEMENTS AT PILOT PROGRAM STORE

Pilot Program Store No.: _____________________________

Date of inspection of completed Accessibility Enhancements: ________________________

Certification:

I hereby certify that all Accessibility Enhancements identified as necessary by the Pilot Program and as agreed to by the Parties have been completed in accordance with the requirements of the Pilot Program and the Consent Decree.

_______________________________________ William E. Endelman, Independent Expert Endelman & Associates PLLC 901 E. Denny Way Suite 201 Seattle, WA 98122

Date:____________________________

Exhibit 8


PERIODIC ACCESSIBILITY MAINTENANCE CHECKLIST ITEMS

Sidewalks: Ensure that the sidewalk from any ramp or curb ramp to the front entrance to the store and to the door to any exterior restroom is unobstructed by trash cans, boxes, newspaper vending machines, ice or other merchandise vending machines, buckets, cones, merchandise displays or other items.

Pump Islands: Ensure that the accessible route to accessible paper towel dispensers, squeegees, and card readers is unobstructed by trash cans, signs, or other items.

Air and Water Supply Units: Ensure that the accessible route to accessible air and water supply units is unobstructed by trash cans, signs, or other items.

Parking:

Ensure that striped access aisles next to accessible and van-accessible parking spaces are unobstructed.

Ensure that cars in accessible and van accessible spaces have proper hang tags or other proper authorization.

Ramps and Curb Ramps: Ensure that ramps, curb ramps and the landing areas at the top and bottom of such ramps are unobstructed.

Interior:

Walk through the aisles to ensure that appropriate aisle width is being maintained.

Ensure that there are no obstructions as you walk through aisles, including fallen merchandise, boxes, displays, or other items.

Customer restrooms:

Ensure that the accessible route to interior restrooms is unobstructed by boxes, displays, merchandise or other items.

Ensure that the interior of the restroom is unobstructed by boxes, buckets, mops, brooms, other cleaning supplies or other items.

Ensure that the trash can is not placed so that it obstructs the toilet, sink, door or clear floor space for wheelchair turning.

Checkout counter:

Ensure that the lowered portion of the checkout counter is not obstructed by displays, merchandise for sale or other items.

Ensure that the area in front of the checkout counter with the lowered portion is unobstructed by displays or other items.


Self-serve food and beverages:

Ensure that the area in front of self-serve food and beverages is unobstructed.

Ensure that self-serve food and beverages are all reachable from a wheelchair (that is, not displayed over 54 inches above the ground).

Exhibit 9


DAILY ACCESSIBILITY MAINTENANCE CHECKLIST ITEMS

Sidewalks: Ensure that the sidewalk from any ramp or curb ramp to the front entrance to the store and to the door to any exterior restroom is unobstructed by trash cans, boxes, newspaper vending machines, ice or other merchandise vending machines, buckets, cones, merchandise displays or other items.

Pump Islands: Ensure that the accessible route to accessible paper towel dispensers, squeegees, and card readers is unobstructed by trash cans, signs, or other items.

Air and Water Supply Units: Ensure that the accessible route to accessible air and water supply units is unobstructed by trash cans, signs, or other items.

Parking:

Ensure that striped access aisles next to accessible and van-accessible parking spaces are unobstructed.

Ensure that cars in accessible and van accessible spaces have proper hang tags or other proper authorization.

Ramps and Curb Ramps: Ensure that ramps, curb ramps and the landing areas at the top and bottom of such ramps are unobstructed.

Interior:

Ensure that there are no obstructions as you walk through aisles, including fallen merchandise, boxes, displays, or other items.

Customer restrooms:

Ensure that the accessible route to interior restrooms is unobstructed by boxes, displays, merchandise or other items.

Ensure that the interior of the restroom is unobstructed by boxes, buckets, mops, brooms, other cleaning supplies or other items.

Ensure that the trash can is not placed so that it obstructs the toilet, sink, door or clear floor space for wheelchair turning.

Checkout counter:

Ensure that the lowered portion of the checkout counter is not obstructed by displays, merchandise for sale or other items.

Ensure that the area in front of the checkout counter with the lowered portion is unobstructed by displays or other items.


Ensure that the area in front of self-serve food and beverages is unobstructed.

Exhibit 10


ITEMS CONCERNING ACCESSIBILITY FOR MYSTERY SHOPPER FORM

Sidewalks:

Is the sidewalk from the ramp or curb ramp to the front entrance to the store clear and unobstructed by trash cans, boxes, newspaper vending machines, buckets, cones, merchandise displays or other items?

Is the sidewalk from the ramp or curb ramp to the door to any exterior restroom unobstructed by trash cans, boxes, newspaper vending machines, buckets, cones, merchandise displays or other items?

Pump Islands:

Is the path to and in front of the accessible paper towel dispenser unobstructed?

Is the path to and in front of the accessible squeegee unobstructed?

Is the path to and in front of the accessible card reader unobstructed?

Air and Water Supply Units:

Is the path to and in front of the accessible air supply unit unobstructed?

Is the path to and in front of the accessible water supply unit unobstructed?

Parking:

Are the striped access aisles next to accessible and van-accessible parking spaces unobstructed?

Do the cars in the accessible and van accessible spaces have proper hang tags or other proper authorization?

Ramps and Curb Ramps:

Are all ramps unobstructed?

Are the landings at the top and bottom of all ramps unobstructed?

Are all curb ramps unobstructed?

Are the landings at the top and bottom of all curb ramps unobstructed?

Interior:

Are all of the merchandise aisles unobstructed?


Customer restrooms:

Is the path from the exterior door to the interior restrooms unobstructed?

Is the interior of the restroom -- including sufficient clear floor space for a wheelchair to turn around -- unobstructed?

Checkout counter:

Is the lowered portion of the checkout counter or flip up counter unobstructed?

Is the area in front of the checkout counter with the lowered portion or flip up counter unobstructed?


Is the area in front of self-serve food and beverages unobstructed?

Are all self-serve food and beverages reachable from a wheelchair?

Exhibit 11

Exhibit 12

Exhibit 13


Julie Farrar-Kuhn and Carrie Ann Lucas v. Conoco Inc. Case No. 99-MK-- 2086, U.S. District Court, District of Colorado

IMPORTANT NOTICE TO ALL CUSTOMERS WITH MOBILITY DISABILITIES AT SERVICE STATIONS OWNED BY CONOCO INC. IN THE UNITED STATES

Notice of Class Action: A class action lawsuit is currently pending involving mobility disability access issues at certain service stations in the United States. The following class was certified by the Court on August 22, 2000:

All persons with disabilities who use wheelchairs or scooters for mobility who, within four years of the filing of the Complaint in this case, have been denied, or are currently being denied, full and equal enjoyment of the goods, services, facilities, privileges, advantages, or accommodations of any service station or convenience store that is owned by Conoco Inc.

The Amended Class Action Complaint was filed on November 11, 1999. The four year relevant period extends back from the date of filing, to November 11, 1995. The parties to the lawsuit have negotiated a proposed settlement that resolves claims relating to those stations. In those negotiations, the plaintiff Class representatives were represented by Amy F. Robertson of Fox & Robertson, P.C. and Kevin W. Williams of the Colorado Cross-Disability Coalition. The Defendant in the case is Conoco Inc. (“Defendant”). Defendant is represented by in-house counsel and by P. Kathleen Lower of the Otten, Johnson, Robinson, Neff & Ragonetti, P.C. law firm. The plaintiff Class was represented by two individuals with Mobility Disabilities, one of whom has substantial experience in litigating similar issues.

Service Stations Covered by the Settlement. The proposed settlement covers 124 service stations and convenience stores throughout the United States that are owned by Defendant (the “Covered Stations”). If you see this Notice posted at a Conoco service station/convenience store, that store is a Covered Station. To obtain a list of Covered Stations or information as to whether a particular Conoco service station/convenience store is a Covered Station, please contact Amy F. Robertson, Fox & Robertson, P.C., 910 16th Street, Suite 610, Denver, CO 80202, telephone number (303) 595-9700, or email [email protected].

If you are a person with a mobility disability who has visited a Covered Station, and you have experienced any problems with access as a result of your Mobility Disability, you are a member of the proposed Settlement Class. A “Mobility Disability” is a disability, as that term is defined in 42 U.S.C. § 12102, that necessitates the use of a wheelchair or scooter for mobility. Please read this Notice carefully. It affects your legal rights.

Proposed Consent Decree. The Proposed Consent Decree will ensure that the Covered Stations are accessible to persons with Mobility Disabilities as required by the Americans with Disabilities Act (“ADA”) and the Colorado Anti-Discrimination Act for stations in Colorado. Under the Consent Decree, Defendant will make modifications to the Covered Stations, including modifications to fuel dispensers and related facilities, parking areas, store interiors, customer restrooms, and paths of travel. The modifications will be completed over a


five-year period, and representatives for the Class may inspect stations throughout that time to ensure compliance with the Consent Decree. Defendant also has agreed to implement policies and establish guidelines to ensure future continued compliance with public accessibility laws.

Your Rights as a Class Member. The Court has granted Preliminary Approval of the Proposed Consent Decree. A hearing will be held on September 6, 2002 at 9:00 a.m. in Courtroom C-502 of the United States District Court for the District of Colorado, 1929 Stout Street, Denver, Colorado 80294, to evaluate the fairness of the Consent Decree, and to decide whether to grant Final Approval. If the Consent Decree is given Final Approval, all Class members will be bound by the provisions of the Decree with respect to claims under the Americans with Disabilities Act. Any and all claims for violations of this law will be barred. The Decree does not affect the rights of any Class member with respect to any Conoco service station and convenience store not covered by the Consent Decree.

If you wish to object to the settlement or to speak at the hearing, on or before June 23, 2002 you must file with the Court a written objection to the settlement and/or notice of your intent to appear at the hearing. Your objection and/or notice of intent to appear must bear the caption Julie Farrar-Kuhn and Carrie Ann Lucas, for themselves and all others similarly situated, v. Conoco Inc., Civil Action No. 99-MK-2086, and may be filed in person with the Clerk of the Court, United States District Courthouse, 1929 Stout Street, Denver, Colorado 80294, or by mail addressed to James Manspeaker, Clerk of the Court, United States District Courthouse, 1929 Stout Street, Denver, Colorado 80294. You should also send a copy of your objection and/or notice of intent to appear to: (1) Class Counsel -- Amy F. Robertson, Fox & Robertson, P.C., 910 16th Street, Suite 610, Denver, CO 80202; and (2) Counsel for Conoco Inc. -- P. Kathleen Lower, Otten, Johnson, Robinson, Neff & Ragonetti, P.C., 950 17th Street, Suite 1600, Denver, Colorado 80202.

How To Get Further Information. If you have any questions or want a copy of the entire Consent Decree, contact: Amy F. Robertson, Fox & Robertson, P.C., 910 16th Street, Suite 610, Denver, CO 80202, email [email protected].

1

Exhibit 14 List of Organizations

Disability Rights Advocates 449 Fifteenth Street, Suite 303 Oakland, CA 94612 Disability Rights Education and Defense Fund 2212 Sixth Street Berkeley, CA 94710 Disabled in Action of Metropolitan New York Post Office Box 30954 Port Authority Station New York, NY 10011-0109 Disabled Rights Action Committee 3565 S West Temple Ste 16 Salt Lake City UT 84115-4493 Disabled in Action of Pennsylvania 125 South 9th Street, Suite 700 Philadelphia, PA 19107 Concrete Change 600 Dancing Fox Road Decatur, GA 30032 Disabled Americans Have Rights Too 616 SW 152nd St. Burien, WA 98166 Paralyzed Veterans of America 801 Eighteenth Street, NW Washington, DC 20006-3517 Paralyzed Veterans of America Arizona Chapter 1016 North 32nd Street, Suite 4 Phoenix, AZ 85008-5159 Paralyzed Veterans of America California Chapter 5901 E. 7th St. Building 122 F-130

2

Long Beach, CA 90822 Paralyzed Veterans of America Cal-Diego Chapter 3350 LaJolla Village Drive Suite 1A-118 San Diego, CA 92161 Paralyzed Veterans of American Bay Area and Western Chapter 3801 Miranda Avenue Room A1-219 Palo Alto, CA 94304 Paralyzed Veterans of America Colorado Chapter Mountain States PVA 1101 Syracuse Street Denver, CO 80220 Paralyzed Veterans of America Delaware-Maryland Chapter 28 Peddler's Row Christiana, DE 19702 Paralyzed Veterans of America Florida Chapter 6200 N. Andrews Avenue Fort Lauderdale, FL 33309 Paralyzed Veterans of America Central Florida Chapter 2711 South Design Court Sanford, FL 32773 Paralyzed Veterans of America Florida Gulf Coast Chapter 121 West 122nd Ave. Tampa, FL 33612 Paralyzed Veterans of America Southeastern PVA Chapter 4010 Deans Bridge Rd. Hephzibah, GA 30815-5616 Paralyzed Veterans of America

3

Illinois Vaughan Chapter P.O. Box 1337 Hines, IL 60141 Paralyzed Veterans of America Iowa Chapter 3703 1/2 Douglas Avenue Des Moines, IA 50310-5347 Paralyzed Veterans of America Kansas Sunflower Subchapter 552 S. Woodchuck Wichita, KS 67209 Paralyzed Veterans of America Kentucky - Indiana Chapter 1030 Goss Avenue Louisville, KY 40217 Paralyzed Veterans of America Louisiana Chapter Bayou-Gulf States PVA MS GulfCoast Healthcare System C/O Paralyzed Veterans of America–Bayou/Gulf States Chapter 200 E. Beach Blvd. Bldg.119, Room 19 Gulfport, MS 39507 Paralyzed Veterans of America New England Chapter 1600 Providence Highway Suite 101R Walpole, MA 02081 Paralyzed Veterans of America Michigan Chapter 40550 Grand River Avenue Novi, MI 48375 Paralyzed Veterans of America Minnesota Chapter 1 Veterans Drive 4J Room 117 Minneapolis, MN 55417

4

Paralyzed Veterans of America Gateway Chapter 9535 Lackland Rd. St. Louis, MO 63114 Paralyzed Veterans of America Missouri Midwest Subchapter 211 Ellisonway Independence, MO 64050-0221 Paralyzed Veterans of America Nebraska Great Plains Chapter 7612 Maple St. Omaha, NE 68134-6502 Paralyzed Veterans of America New Mexico Zia Chapter 833 Gibson Blvd. SE Albuquerque, NM 87102 Paralyzed Veterans of America New York Chapter Eastern PVA (EPVA) 75-20 Astoria Blvd. Jackson Heights, NY 11370-1177 Paralyzed Veterans of America Ohio Buckeye Chapter 25100 Euclid Avenue Suite 117 Euclid, OH 44117-2606 Paralyzed Veterans of America Oklahoma Mid-America Chapter 6108 NW 63rd Street Suite A Oklahoma City, OK 73132 Paralyzed Veterans of America Oregon Chapter 3700 Silverton Rd. NE Salem, OR 97305-1472 Paralyzed Veterans of America Pennsylvania Chapter Keystone PVA

5

203 Butler Street Pittsburgh, PA 15223-2006 Paralyzed Veterans of America South Dakota/North Central Chapter 209 N. Garfield Sioux Falls, SD 57104 Paralyzed Veterans of America Tennessee Mid-South Chapter Memphis VAMC 817 1030 Jefferson Avenue Room 2D100 Memphis, TN 38104 Paralyzed Veterans of America Texas Chapter 805 Chelsea Boulevard Suite B Houston, TX 77002 Paralyzed Veterans of America Texas Lone Star PVA Chapter 3925 Forest Lane Garland, TX 75042 Paralyzed Veterans of America Texas Greater Austin Area Subchapter P.O. Box 253 Prairie Lea, TX 78661 Paralyzed Veterans of America Texas San Antonio Subchapter 8726 Thatch Drive San Antonio, TX 78240 Paralyzed Veterans of America Texas South Texas Subchapter 4531 Ayers Street #228 Corpus Christi, TX 78415 Paralyzed Veterans of America Texas Southeast Texas Subchapter 6243 Belgium Drive Pasedena, TX 77505

6

Paralyzed Veterans of America Virginia Mid-Atlantic PVA Chapter 11620 Busy Street Richmond, VA 23236 Paralyzed Veterans of America Washington Northwest PVA Chapter 616 SW 152nd Street, Suite B Burien, WA 98166 Paralyzed Veterans of America West Virginia Chapter 336 Campbells Creek Drive Charleston, WV 25306-6806 Paralyzed Veterans of America Wisconsin Chapter 2401 N. Mayfair Rd. Suite 112 Milwaukee, WI 53226 Paralyzed Veterans of America Texas ADAPT/INCITEMENT 1339 Lamar SQ DR #101 Austin, TX 78704 United Cerebral Palsy of Alabama c/o United Cerebral Palsy of East Central AL 301 E.A. Darden Drive Box 694 Anniston, AL 36202 United Cerebral Palsy of East Central Alabama 301 E.A. Darden Drive Box 694 Anniston, AL 36202 United Cerebral Palsy of Greater Birmingham 2430 11th Avenue, North Birmingham, AL 35234 United Cerebral Palsy of Huntsville & Tennessee Valley 2075 Max Luther Drive Huntsville, AL 35810 United Cerebral Palsy of Mobile

7

3058 Dauphin Square Connector Mobile, AL 36607 United Cerebral Palsy of Northwest Alabama 4212 Jackson Highway Sheffield, AL 35660 United Cerebral Palsy of West Alabama 1100 United Cerebral Palsy Parkway Northport, AL 35475 United Cerebral Palsy of Central Arkansas 9720 N. Rodney Parham Road Little Rock, AR 72227 United Cerebral Palsy of Northeast Arkansas Box 4081 Jonesboro, AR 72403-4081 United Cerebral Palsy of South Arkansas 714 West Grove El Dorado, AR 71730 United Cerebral Palsy of Central Arizona 321 Hatcher Street, #102 Phoenix, AZ 85021 United Cerebral Palsy of Southern Arizona 2315 E. Speedway Boulevard Tucson, AZ 85719 United Cerebral Palsy of Central California 4224 N. Cedar Avenue Fresno, CA 93726-3700 United Cerebral Palsy of Greater Sacramento 191 Lathrop Way, Suite N Sacramento, CA 95815 United Cerebral Palsy of Los Angeles & Ventura Counties 7630 Gloria Avenue Van Nuys, CA 91406 United Cerebral Palsy of Orange County, CA 3010 West Harvard Street Santa Ana, CA 92704

8

United Cerebral Palsy of San Diego County 3821 Calle Fortunado Street, Suite C San Diego, CA 92123 United Cerebral Palsy of San Joaquin, Calaveras & Amador Counties 333 West Benjamin Holt Drive, Suite 1 Stockton, CA 95207 United Cerebral Palsy of San Luis Obispo 1160 Marsh Street, Suite 102 San Luis Obispo, CA 93401 United Cerebral Palsy of Santa Barbara County 423 West Victoria Street Santa Barbara, CA 93101 United Cerebral Palsy of Santa Clara & San Mateo Counties 480 San Antonio Road, Suite 215 Mountain View, CA 94040-1218 United Cerebral Palsy of Stanislaus County 1213 13th Street Modesto, CA 95354 United Cerebral Palsy of the Golden Gate 1970 Broadway, Suite 600 Oakland, CA 94612 United Cerebral Palsy of the Inland Empire 71321 Highway 111, Suite 4 Rancho Mirage, CA 92270 United Cerebral Palsy of the North Bay P.O. Box 7768 Santa Rosa, CA 95407-0788 United Cerebral Palsy Colorado 2200 South Jasmine Street Denver, CO 80222-5708 United Cerebral Palsy of Eastern Connecticut Shaw's Cove 6, Suite 101 New London, CT 06320 United Cerebral Palsy of Greater Hartford

9

80 Whitney Street Hartford, CT 06105 United Cerebral Palsy of Southern Connecticut 105C South Elm Street Wallingford, CT 06492 United Cerebral Palsy of Washington DC & Northern Virginia 3135 8th Street, NE Washington, DC 20017 United Cerebral Palsy of Delaware 700 River Road Wilmington, DE 19809-2746 United Cerebral Palsy Child Development Centers 3305 S. Orange Avenue Orlando, FL 32806 United Cerebral Palsy of Florida 1830 Buford Court Tallahassee, FL 32308 United Cerebral Palsy of North Florida 621 Kraft Avenue Panama City, FL 32401 United Cerebral Palsy of Northwest Florida 3636 North L Street, Suite A3 Pensacola, FL 32505-5248 United Cerebral Palsy of Sarasota-Manatee 1090 S. Tamiami Trail Sarasota, FL 34236 United Cerebral Palsy of South Florida 1411 NW 14th Avenue Miami, FL 33125 United Cerebral Palsy of Tallahassee 1830 Buford Court Tallahassee, FL 32308 United Cerebral Palsy of Tampa Bay 2215 W. Henry Avenue Tampa, FL 33610

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United Cerebral Palsy of Greater Atlanta 3300 Northeast Expressway, Bldg. 9 Atlanta, GA 30341 United Cerebral Palsy of Macon and Middle Georgia 2992 Crestline Drive Macon, GA 31204 United Cerebral Palsy of Hawaii 414 Kuwili Street, Suite 105 Honolulu, HI 96817-5050 United Cerebral Palsy of Idaho 5530 Emerald Street Boise, ID 83706-1312 Easter Seals/UCP 507 East Armstrong Peoria, IL 61603 United Cerebral Palsy Land of Lincoln P.O. Box 19494 130 North 16th Street Springfield, IL 62794-9494 United Cerebral Palsy of East Central Illinois 1023 North Water Decatur, IL 62523 United Cerebral Palsy of Greater Chicago 160 North Wacker Dirve Chicago, IL 60606 United Cerebral Palsy of Illinois 310 East Adams Springfield, IL 62701 United Cerebral Palsy of Southern Illinois 115 South Lincoln Boulevard Box 1066 Centralia, IL 62801 United Cerebral Palsy of the Blackhawk Region 7399 Forest Hills Road Rockford, IL 61111

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United Cerebral Palsy of Will County 311 South Reed Street Joliet, IL 60436 United Cerebral Palsy of Cincinnati 3601 Victory Parkway Cincinnati, OH 45229 United Cerebral Palsy of the Wabash Valley 1918 North 7th Street Terre Haute, IN 47804 United Cerebral Palsy of Greater Indiana 615 N. Alabama Street, Suite 322 Indianapolis, IN 46204-1484 United Cerebral Palsy of Greater Kansas City 1044 Main Street, Suite 600 Kansas City, MO 64105 United Cerebral Palsy of Kansas 5111 East 21st Street Wichita, KS 67208 United Cerebral Palsy of Baton Rouge 1805 College Drive Baton Rouge, LA 70808 United Cerebral Palsy of Greater New Orleans 1000 Leonidas Street & Leake Avenue New Orleans, LA 70118 United Cerebral Palsy of Berkshire County 141 North Street Pittsfield, MA 01201 United Cerebral Palsy of Metro Boston 71 Arsenal Street Watertown, MA 02172 United Cerebral Palsy of the North Shore 103 Johnson Street Lynn, MA 01902 United Cerebral Palsy of Central Maryland 1700 Reisterstown Road, Suite 226

12

Baltimore, MD 21208-2935 United Cerebral Palsy of Prince Georges & Montgomery Counties 3901 Woodhaven Lane Bowie, MD 20715 United Cerebral Palsy of Southern Maryland 49 Old Solomons Island Road Suite 301 Annapolis, MD 21401 United Cerebral Palsy of Northeastern Maine 700 Mt. Hope Avenue, Suite 320 Bangor, ME 04401 United Cerebral Palsy Michigan 3401 E. Saginaw, Suite 216 Lansing, MI 48912 United Cerebral Palsy of Metropolitan Detroit 23077 Greenfield, Suite 205 Southfield, MI 48075 United Cerebral Palsy of Central Minnesota 510 25th Avenue North St. Cloud, MN 56303-3255 United Cerebral Palsy of Minnesota 1821 University Avenue West Suite 219 South St. Paul, MN 55104-2892 United Cerebral Palsy of Greater Kansas City 1044 Main Street, Suite 600 Kansas City, MO 64105 United Cerebral Palsy of Greater St. Louis 8645 Old Bonhomme Road St. Louis, MO 63132-3999 United Cerebral Palsy of Missouri 8645 Old Bonhomme Road St. Louis, MO 63132-3999 United Cerebral Palsy of Northwest Missouri 3303 Frederick Avenue St. Joseph, MO 64506

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United Cerebral Palsy of the Mid-South 4189 Leroy Memphis, TN 38108 United Cerebral Palsy of North Carolina P.O. Box 27707 Raleigh, NC 27611-7707 United Cerebral Palsy of Nebraska 7101 Newport Avenue, Suite 309 Omaha, NE 68152 United Cerebral Palsy of Hudson County 8814 Kennedy Boulevard North Bergen, NJ 07047 United Cerebral Palsy of Morris-Somerset 245 Main Street, Suite 113 Chester, NJ 07930 United Cerebral Palsy of New Jersey 354 South Broad Street Trenton, NJ 08608 United Cerebral Palsy of Northern Nevada 4068 South McCarran Boulevard, Suite B Reno, NV 89502-7532 Center for Discovery P.O. Box 840 Benmosche Road Harris, NY 12742 Center for the Disabled 314-South Manning Boulevard Albany, NY 12208 Enable (United Cerebral Palsy of Syracuse) 1603 Court Street Syracuse, NY 13208 Franziska Racker Centers 3226 Wilkins Road Ithaca, NY 14850

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United Cerebral Palsy of Cayuga County E. John Gavras Center 182 North Street Auburn, NY 13021 United Cerebral Palsy of Chemung County P.O. Box 1554 Elmira, NY 14902 United Cerebral Palsy of Finger Lakes 731 Pre-Emption Road Geneva, NY 14456 United Cerebral Palsy of Fulton & Montgomery Counties 67 Division Street Box 466 Amsterdam, NY 12010 United Cerebral Palsy of Greater Suffolk 250 Marcus Boulevard Hauppauge, NY 11788 United Cerebral Palsy of Greater Utica Area 1020 Mary Street Utica, NY 13501 United Cerebral Palsy of Nassau County 380 Washington Avenue Roosevelt, NY 11575 United Cerebral Palsy of New York City 105 Madison Avenue, 13th Floor New York, NY 10016 United Cerebral Palsy of New York State 330 West 34th Street New York, NY 10001 United Cerebral Palsy of Niagara County 9812 Lockport Road Niagara Falls, NY 14304 United Cerebral Palsy of Orange County, NY R.D. #2, Fletcher Street Goshen, NY 10924 United Cerebral Palsy of Putnam & Southern Dutchess Counties

15

40 John Barret Road, Rt. 22 Robin Hill Corporate Park Patterson, NY 12563 United Cerebral Palsy of Queens 81-15 164th Street Jamaica, NY 11432 United Cerebral Palsy of Rockland County 260 Little Tor Road, North New City, NY 10956 United Cerebral Palsy of the North Country 101 Main Street Canton, NY 13617 United Cerebral Palsy of the Rochester Area 3399 Winton Road South Rochester, NY 14623 United Cerebral Palsy of the Tri-Counties 133 Aviation Road Queensbury, NY 12804 United Cerebral Palsy of Ulster County 250 Tuytenbridge Road Bos 1488 Kingston, NY 12401 United Cerebral Palsy of Westchester County King Street & Lincoln Avenue P.O. Box 555 Purchase, NY 10577 United Cerebral Palsy of Western New York 7 Community Drive Buffalo, NY 14225 United Cerebral Palsy of Central Ohio 440 Industrial Mile Road Columbus, OH 43228-2411 United Cerebral Palsy of Cincinnati 3601 Victory Parkway Cincinnati, OH 45229

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United Cerebral Palsy of Greater Cleveland 10011 Euclid Avenue Cleveland, OH 44106 United Cerebral Palsy of Oklahoma 1917 South Harvard Oklahoma City, OK 73128 United Cerebral Palsy of Oregon & SW Washington 7830 SE Foster Road Portland, OR 97206 United Cerebral Palsy / MECA 3745 West 12th Street Erie, PA 16505 United Cerebral Palsy Central PA 925 Linda Lane Camp Hill, PA 17011 United Cerebral Palsy of Beaver, Butler & Lawrence Counties 101 Hindman Lane Butler, PA 16001 United Cerebral Palsy of Pennsylvania 1902 Market Street Camp Hill, PA 17011 United Cerebral Palsy of Philadelphia & Vicinity 102 East Mermaid Lane Philadelphia, PA 19118 United Cerebral Palsy of South Central Pennsylvania 788 Cherrytree Court Hanover, PA 17331 United Cerebral Palsy of Southern Alleghenies Region 616 Somerset Street Johnstown, PA 15901 United Cerebral Palsy of Southwestern Pennsylvania 655 Jefferson Avenue Washington, PA 15301 United Cerebral Palsy of the Pittsburgh District 4638 Centre Avenue

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Pittsburgh, PA 15213 United Cerebral Palsy of Western Pennsylvania One Corporate Circle, Suite 2000 Greensburg, PA 15601 United Cerebral Palsy of Rhode Island 1704 Broad Street Cranston, RI 02905 United Cerebral Palsy of North Carolina P.O. Box 27707 Raleigh, NC 27611-7707 United Cerebral Palsy of South Carolina P.O. Box 50957 Columbia, SC 29250-0957 United Cerebral Palsy of Middle Tennessee 209 Tenth Avenue South, Suite 154 Nashville, TN 37203 United Cerebral Palsy of the Mid-South 4189 Leroy Memphis, TN 38108 United Cerebral Palsy of Greater Houston 4500 Bissonnet, Suite 340 Bellaire, TX 77401 United Cerebral Palsy of Metropolitan Dallas 8802 Harry Hines Boulevard Dallas, TX 75523-1716 United Cerebral Palsy of Tarrant County 1555 Merrimac Circle, Suite 102 Fort Worth, TX 76107 United Cerebral Palsy of Texas 5555 North Lamar Street, Suite L139 Austin, TX 78751 United Cerebral Palsy of Utah P.O. Box 70309 West Valley City, UT 84170-0309

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United Cerebral Palsy of South & Central Virginia 5291 Greenwich Road, #1 Virginia Beach, VA 23462 United Cerebral Palsy of Washington DC & Northern Virginia 3135 8th Street, NE Washington, DC 20017 United Cerebral Palsy of Oregon & SW Washington 7830 SE Foster Road Portland, OR 97206 United Cerebral Palsy of Greater Dane County 1502 Greenway Cross Madison, WI 53713 United Cerebral Palsy of North Central Wisconsin 740 North Third Street Wausau, WI 54403 United Cerebral Palsy of Southeastern Wisconsin 7519 West Oklahoma Avenue Milwaukee, WI 53219 Phone: 414-329-4500/888-482-7739 United Cerebral Palsy of West Central Wisconsin 206 Water Street Eau Claire, WI 54703 United Cerebral Palsy of Wisconsin 206 Water Street Eau Claire, WI 54703 Division of Rehabilitation Services and Children's Rehabilitation Services 2125 E. South Blvd Montgomery, AL 36111 Alabama Disabilities Advocacy Program The University of Alabama Box 870395 Tuscaloosa, AL 35487-0395 ASIST 2900 Boniface Parkway, #100 Anchorage, AK 99504-3195

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Disability Law Center of Alaska 3330 Arctic Blvd., Suite 103 Anchorage, AK 99503 Client Assistance Program and Protection & Advocacy P. O. Box 3937 Pago Pago, American Samoa 96799 Arizona Center for Disability Law 100 North Stone Avenue, Suite 305 Tucson, AZ 85701 Disability Rights Center, Inc. Evergreen Place, Suite 201 1100 North University Little Rock, AR 72207 Client Assistance Program Department of Rehabilitation 2000 Evergreen Street Sacramento, CA 95815 Protection & Advocacy, Inc. 100 Howe Avenue, Suite 185N Sacramento, CA 95825 The Legal Center 455 Sherman Street, Suite 130 Denver, CO 80203 Office of P&A for Persons with Disabilities 60B Weston Street Hartford, CT 06120-1551 Client Assistance Program United Cerebral Palsy, Inc. 254 East Camden-Wyoming Avenue Camden, DE 19934 Community Legal Aid Society, Inc. Community Services Building, Suite 801 100 W. 10th Street Wilmington, DE 19801

20

University Legal Services 300 I Street, NE, Suite 202 Washington, DC 20002 Advocacy Center for Persons with Disabilities 2671 Executive Center, Circle West Webster Building, Suite 100 Tallahassee, FL 32301-5024 Georgia Client Assistance Program 123 N. McDonough Decatur, GA 30030 Georgia Advocacy Office, Inc. 100 Crescent Centre Parkway, Suite 520 Tucker, GA 30084 Hawaii Disability Rights Center 1580 Makaloa Street, Suite 1060 Honolulu, HI 96814 Co-Ad, Inc. 4477 Emerald, Suite B-100 Boise, ID 83706 Illinois Client Assistance Program 100 N. First Street, 1st Floor Springfield, IL 62702 Equip for Equality, Inc. 11 East Adams, Suite 1200 Chicago, IL 60603 Indiana Protection and Advocacy Services 4701 N. Keystone Ave., Suite 222 Indianapolis, IN 46204 Client Assistance Program Division on Persons with Disabilities Lucas State Office Building Des Moines, IA 50310 Iowa P&A Service, Inc. 3015 Merle Hay Road, Suite 6 Des Moines, IA 50310

21

Client Assistance Program 2914 SW. Plass Court Topeka, KS 66611 Kansas Advocacy & Protection Services 3745 SW Wanamaker Road Topeka, KS 66610 Client Assistance Program 209 St. Clair, 5th Floor Frankfort, KY 40601 Office for Public Advocacy Division for P&A 100 Fair Oaks Lane, 3rd Floor Frankfort, KY 40601 Advocacy Center 225 Baronne, Suite 2112 New Orleans, LA 70112-2112 CARES, Inc. 4-C Winter Street Augusta, ME 04330 Disability Rights Center 24 Stone Street P.O. Box 2007 Augusta, ME 04338 Client Assistance Program Maryland Rehabilitation Center Division of Rehabilitation Services 2301 Argonne Drive Baltimore, MD 21208 Maryland Disability Law Center Central Maryland Office The Walbert Building, Suite 204 1800 North Charles Street Baltimore, MD 21201 MA Office on Disability Client Assistance Program One Ashburton Place, Room 1305 Boston, MA 02108

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Disability Law Center, Inc. 11 Beacon Street, Suite 925 Boston, MA 02108 Michigan P&A Services 106 West Allegan, Suite 300 Lansing, MI 48933 Minnesota Disability Law Center 430 First Avenue North, Suite 300 Minneapolis, MN 55401-1780 Client Assistance Program Easter Seal Society 3226 N. State Street Jackson, MS 39216 Mississippi P&A System for DD, Inc. 5305 Executive Place, Suite A Jackson, MS 39206 Missouri P&A Services 925 S. Country Club Drive, Unit B-1 Jefferson City, MO 65109 Montana Advocacy Program 400 North Park, 2nd Floor PO Box 1681 Helena, MT 59624 Client Assistance Program Division of Rehabilitation Services Nebraska Department of Education 301 Centennial Mall South Lincoln, NE 68509 Nebraska Advocacy Services, Inc. 522 Lincoln Center Building 215 Centennial Mall South Lincoln, NE 68508 Client Assistance Program 2450 Wrondel Way, Ste E Reno, NV 89502

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Nevada Advocacy & Law Center, Inc. 6039 Eldora Avenue, Ste C- 3 Las Vegas, NV 89146 Client Assistance Program Governor's Commission on Disability 57 Regional Drive Concord, NH 03301-9686 Disabilities Rights Center P. O. Box 3660 18 Low Avenue Concord, NH 03302-3660 New Jersey P&A, Inc. 210 S. Broad Street, 3rd Floor Trenton, NJ 08608 Protection & Advocacy, Inc 1720 Louisiana Blvd., NE, Suite 204 Albuquerque, NM 87110 NYS Commission on Quality of Care for the Mentally Disabled 401 State Street Schenectady, NY 12305-2397 Client Assistance Program North Carolina Division of Vocational Rehabilitation Services P. O. Box 26053 Raleigh, NC 27611 Governor's Advocacy Council for Persons with Disabilities 2113 Cameron Street, Suite 218 Raleigh, NC 27605 Client Assistance Program 600 South 2nd Street, Suite 1B Bismarck, ND 58504-4038 North Dakota Protection & Advocacy Project 400 E. Broadway, Suite 616

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Bismarck, ND 58501 Northern Marianas Protection and Advocacy System, Inc. P.O. Box 503529 Saipan, MP 96950 -3529 Ohio Legal Rights Service 8 East Long Street, 5th Floor Columbus, OH 43215 Client Assistance Program Oklahoma Office of Handicapped Concerns 2712 Villa Prom Oklahoma City, OK 73107 Oklahoma Disability Law Center, Inc. 2915 Classen Blvd., Suite 300 Oklahoma City, OK 73106 Client Assistance Program Oregon Advocacy Center 620 Southwest Fifth Avenue, 5th Floor Portland, OR 97204-1428 Oregon Advocacy Center 620 SW Fifth Ave., 5th Floor Portland, OR 97204-1428 Center for Disability Law & Policy 1617 JFK Blvd., Suite 800 Philadelphia, PA 19103 Pennsylvania P&A, Inc. 1414 N. Cameron Street, Suite C Harrisburg, PA 17103 Office of the Governor Ombudsman for the Disabled P. O. Box 41309 San Juan, PR 00940-1309 Rhode Island Disability Law Center Inc. 349 Eddy Street Providence, RI 02903

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Protection & Advocacy for People with Disabilities, Inc. 3710 Landmark Drive, Suite 208 Columbia, SC 29204 South Dakota Advocacy Services 221 South Central Avenue Pierre, SD 57501 Tennessee P&A, Inc. P. O. Box 121257 Nashville, TN 37212 Disability Law Center 455 East 400 South, Suite 410 Salt Lake City, UT 84111 Vermont Disability Law Project Box 1367 Burlington, VT 05402 Vermont Protection & Advocacy 15 East State Street, Suite 101 Montpelier, VT 05602 Dept. for Rights of Virginians with Disabilities Ninth Street Office Bldg. 202 North 9th Street, 9th floor Richmond, VA 23219 Virgin Islands Advocacy, Inc. 63 Carlton Frederiksted, VI 00840 Client Assistance Program P. O. Box 22510 Seattle, WA 98122 Washington P&A System 180 West Dayton, Suite 102 Edmonds, WA 98020 West Virginia Advocates, Inc. Litton Bldg, 4th Floor 1207 Quarrier Street Charleston, WV 25301

26

Department of Agriculture Trade & Consumer Protection 2811 Agriculture Drive P.O. Box 8911 Madison, WI 53708-8911 Wisconsin Coalition for Advocacy 16 N. Carroll Street, Suite 400 Madison, WI 53703 Wyoming P&A System 320 West 25th Street, 2nd Floor Cheyenne, WY 82001 Birmingham Independent Living Center Dan Kessler 206 13th Street, South Birmingham, AL 35233 BILC Jasper Office P.O. Box 434 Jasper, AL 35502 Independent Living Center of Mobile 5304 B Overlook Road Mobile, AL 36618 Access Alaska 3710 Woodland Drive, Suite 900 Anchorage, AK 99517 Access Alaska 3550 Airport Way, Suite 3 Fairbanks, AK 99709 Kenai Peninsula IL Center P.O. Box 2474 Homer, AK 99603 SE Alaska ILC (SAIL, Inc) P.O. Box 35097 Juneau, AK 99803 SAIL 1621 Tongass Avenue, Suite 205

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Ketchikan, AK 99901 Kodiak ILC P.O. Box 8593 Kod, AK 99615 Arctic Access P.O. Box 930 Kotcebue, AK 99752 Seward ILC Jean Sether P.O. Box 3523 Seward, AK 99664-3523 SAIL 210 Lake Street, Suite A Sitka, AK 99835 Central Peninsula P.O. Box 1907 Soldotna, AK 99665 New Horizons ILC 2501 North Fourth Street, Suite 11A Flagstaff, AZ 86004 Arizona Bridge to Independent Living 1229 East Washington Street Phoenix, AZ 85034 New Horizons Independent Living Center 8085 East Manley Drive, Suite 1 Prescott Valley, AZ 86314 DIRECT Center for Independence, Inc 1023 North Tyndall Avenue Tucson, AZ 85719 Saguaro Maximizing IL P.O. Box 710 Yuma, AZ 85366 Sources for Community IL 1919 N. Birch Avenue Fayetteville, AR 72703-2408

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Spa Area IL Services, Inc. 600 Main, Suite O Hot Springs, AR 71913 Mainstream 1818 South University Little Rock, AR 72204 Delta Resource ILC 400 South Main Street, Suite 118 Pine Bluff, AR 71601 Dayle McIntosh Center for the Disabled 150 West Cerritos, Building 4 Anaheim, CA 92805 IL Resource of CC County 310 West Tenth Street Antioch, CA 94509 Placer Independent Resource Services 11768 Atwood Road, Suite 29 Auburn, CA 95603 ILC of Kern County 1631 30thStreet Bakersfield, CA 93301 Center for Independence of the Disabled 875 O'Neill Avenue Belmont, CA 94002 Center for Independent Living 2539 Telegraph Avenue Berkeley, CA 94704 Central Coast CIL 1395 41st Avenue, Suite B Capitola, CA 95010 IL Services of Northern California 555 Rio Lindo Avenue, Suite B Chico, CA 95926 Service Center for Independent Living

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P.O. Box 1296 Claremont, CA 91711 IL Resource of Contra Costa County 3200 Clayton Road Concord, CA 94519 San Gabriel Valley 963 West Badillo Street Covina, CA 91722 Center for Independence 355 Geller, Suite 230 Daly City, CA 94015 Southeast CIL (SECIL) 7830 Quill Drive, Suite D Downey, CA 90242 Imperial Valley ILC 1450 Broadway, Suite 4 El Centro, CA 92243 Humboldt Access Project, Inc. 812 Sixth Street Eureka, CA 95501 Independent Living Resource 1545 Webster Street, Suite C Fairfield, CA 94533 Community Resources for Independence 310 East Redwood Lane Fort Bragg, CA 95437 Center for Independent Living in Fresno 3475 West Shaw Avenue, Suite 101 Fresno, CA 93711 Silicon Valley ILC 7415 Eigleberry Street, Suite C Gilroy, CA 95020 F.R.E.E.D. 154 Hughes Road, Suite 1 Grass Valley, CA 95945 Community Resources for Independent Living

30

439 A Street Hayward, CA 94541 Central Coast CIL 300 West Street Hollister, CA 95023 Community Access Center 81-730 Hwy 111, Suite 3 Indio, CA 92201 Dayle McIntosh - South County 27782 El Lazo, Suite 100 Laguna Nigel, CA 92677 ILC of Southern California 356-B East Avenue, K-4 Lancaster, CA 93535 Disabled Resources Center, Inc. 2750 East Spring Street, Suite 100 Long Beach, CA 90806 Community Rehabilitation Services--ILC 4716 Cesar Chavez Avenue Los Angeles, CA 90022 Community Rehab Services 3325 Wilshire Blvd, Suite 850 Los Angeles, CA 90010 Independence Center 3640 South Sepulveda Blvd., Suite 102 Los Angeles, CA 90034 Westside CIL 11201 LaCienega Blvd. Los Angeles, CA 90045 Westside Center for Independent Living 12901 Venice Blvd. Los Angeles, CA 90066 FREED 508 J Street Marysville, CA 95901

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CIL - Merced Outreach P.O. Box 656 Merced, CA 95341 Disability Resources Agency for IL 221 McHenry Avenue Modesto, CA 95354 Community Resources for Independence 1040 Main Street, Suite 301 Napa, CA 94559 ILC Southern CA 23560 Lyons Avenue, Suite 201 Newhall, CA 91321 Center for IL 436 - 14th Street, Suite 218 Oakland, CA 94612 Community Rehab Services 980 North Fair Oaks Avenue, Suites16 & 17 Pasadena, CA 91103 Independent Living Services of Northern CA 1411 Yuba Street Redding, CA 96001 IL Resources Contra Costa - Richmond 402 Harbor Way Richmond, CA 94806 Community Access Center 4960 Arlington Avenue, Suite C Riverside, CA 92504 Resources For Independent Living 1211 H Street, Suite B Sacramento, CA 95814 Central Coast Center for Independent Living 234 Capitol Street, Suite A Salinas, CA 93901 Rolling Start, Inc. 570 West Fourth Street, Suite 103 San Bernardino, CA 92401

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Access Center of San Diego, Inc. 1295 University Avenue, Suite 10 San Diego, CA 92103 IL Resource Center San Francisco 649 Mission Street, Third Floor San Francisco, CA 94105 Community Rehab Services 1323 South San Gabriel Blvd. San Gabriel, CA 91776 Access Center North County 1562 Cherokee Street San Marcos, CA 92069 Marin Center for Independent Living 710 Fourth Street San Rafael, CA 94901 Independent Living Resource Center 423 West Victoria Santa Barbara, CA 93101 Silicon Valley Independent Living Center 1601 Civic Center Drive, Suite 100 Santa Clara, CA 95050 IL Resource Center 327 East Plaza Drive, Suite 3A Santa Maria, CA 93454 Community Resources for Independence 2999 Cleveland Avenue, Suite D Santa Rosa, CA 95403 The Mother Lode Independent Living Center 67 Linoberg Street, Suite A Sonora, CA 95370 San Joaquin Independent Living Center 4555 Precissi Lane Stockton, CA 95207 Community Resource for Independence 1040 North State Street, Suite E

33

Ukiah, CA 95482 ILC of Southern CA (Service Office) 14354 Haynes Street Van Nuys, CA 91401 ILC of Southern California 14402 Haynes Street, Suite 103 Van Nuys, CA 91401 Independent Living Resource Center 1802 Eastman Avenue, Suite 112 Ventura, CA 93003 CIL - South Valley 121 East Main, Suite 10 Visalia, CA 93277 Center for People with Disabilities 1675 Range Street Boulder, CO 80301 Colorado Springs Independence Center 21 East Las Animas Colorado Springs, CO 80903 Atlantis Community, Inc. 201 South Cherokee Street Denver, CO 80223 Disability Center for Independent Living 5900 East 39th Avenue, Suite 4 Denver, CO 80207 Southwest Center for Independence 1474 Main Avenue, Suite 202 Durango, CO 81301 Disabled Resource Services 424 Pine, Suite 101 Ft. Collins, CO 80524 Center for Independence 1600 Ute Avenue, Suite 100 Grand Junction, CO 81501

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CONNECTIONS for Independent Living 1024 Ninth Avenue, Suite E Greeley, CO 80631 Greeley Center for Independent Living 2780 28th Avenue Greeley, CO 80631 Disabled Resource Services 620 East Eisenhower Blvd. Loveland, CO 80537 Sangra De Cristo Independent Living Center 803 West Fourth Street, Suite DF Pueblo, CO 81003 Independence Unlimited, Inc. 151 New Park Avenue, Suite D Hartford, CT 06106 Independence Northwest, Inc. 1183 New Haven Road, Suite 200 Naugatuck, CT 06770 Chapel Haven, Inc. 1040 Whalley Avenue New Haven, CT 06515 Disabilities Network of Eastern Connecticut 107 Route 32 North Franklin, CT 06254 Disability Resource Center of Fairfield County 80 Ferry Blvd. Stratford, CT 06497 New Horizons, Inc. 37 Bliss Memorial Road Unionville, CT 06085 Center for Disability Rights 764 Campbell Avenue, Suite A West Haven, CT 06516 Easter Seal Independent Living Center

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24 Read's Way New Castle, DE 19720 Independent Living, Inc. 100 West Tenth Street, Suite 601 Wilmington, DE 19801 Independent Resources, Inc. 6 Denny Road, Suite 205 Wilmington, DE 19809 Suncoast CIL 503 West Oak Street Arcadia, FL 34266 Space Coast Center for Independent Living 331 Ramp Road Cocoa Beach, FL 32931 Center for Independent Living of SW Florida 3626 Evans Avenue Fort Myers, FL 33901 Center for Independent Living of NC Florida 720 NW 23rd Avenue Gainesville, FL 32601 North Central Florida Citrus County 3277 South Suncoast Blvd. Homosassa, FL 34448 CIL of Florida Keys 88005 Overseas Highway, Suite 17 Islamorada, FL 33036 Center for Independent Living of Jacksonville 2709 Art Museum Drive Jacksonville, FL 32207 CIL of South Florida 501 Northeast First Avenue, Suite 102 Miami, FL 33132 CIL North Central Florida 3445 NE 24th Street Ocala, FL 34470

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CIL of North West Florida, Inc. 1302 Dunmire Street Pensacola, FL 32504 Suncoast Center for Independent Living 1945 Northgate Blvd. Sarasota, FL 34234 Caring & Sharing CIL, Inc. 1130 94th Avenue, North St. Petersburg, FL 33702 CIL of North Florida 572C Appleyard Drive Tallahassee, FL 32304 Center for Independent Living of Broward 8857 West McNab Road Tamarac, FL 33321 Self Reliance, Inc. 11215 North Nebraska Avenue, Suite B-3 Tampa, FL 33612 SCCIL at Titusville 725 Deleon Avenue Titusville, FL 32780 Coalition for Independent Living Options 2328 South Congress Avenue, Suite 1-F West Palm Beach, FL 33406 CIL in Central Florida, Inc. 720 North Denning Drive Winter Park, FL 32789 Walton Options for Independent Living, Inc. P.O. Box 519 Augusta, GA 30903 Bain, Inc 1235 East Shotwell Street Bainbridge, GA 31717 Disability LINK 755 Commerce Drive, Suite 415

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Decatur, GA 30030 Access CIL P.O. Box 908484 Gainesville, GA 30501 Middle Georgia CIL, Inc. 170 College Street Macon, GA 31201 LIFE, Inc. 17-21 East Travis Street Savannah, GA 31406 Center for Independent Living--East Hawaii 400 Hualani Street, Suite 16D Hilo, HI 96720 Hawaii Centers for Independent Living 414 Kuwili Street, Suite 102 Honolulu, HI 96817 Center for Independent Living--West Hawaii P.O. Box 2197 Kealakekua, HI 96750 Kauai CIL P.O. Box 3529 Lihue, HI 96766 Maui Center for Independent Living 220 Imi Kala Street, Suite 103 Wailuku, HI 96793 LIFE 223 Harrison American Falls, ID 83211 Living Independently for Everyone (LIFE) P.O. Box 86 Blackfoot, ID 83221 LINC 2500 Kootenai Street Boise, ID 83705

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LIFE 2311 Park Avenue, Suite 7 Burley, ID 83318 LINC Canyon County 317 Happy Day Blvd., Suite130 Caldwell, ID 83605 Disability Action Center 1323 Sherman Avenue, Suite 6 Coeur D'Alene, ID 83814 LIFE P.O. Box 306 Fort Hall, ID 83203 LIFE 2110 Rollandet Avenue Idaho Falls, ID 83402 Disability Action Center--North West 124 East Third Street Moscow, ID 83843 Housing SW #2--Payette, ID 1108 West Finch Drive Nampa, ID 83651 LIFE, Inc. P.O. Box 4185 Pocatello, ID 83205 LINC 132 Main Avenue South Twin Falls, ID 83301 Impact Center for Independent Living 2735 East Broadway Alton, IL 62002 LINC, Inc. 120 East A Street Belleville, IL 62220 LIFE Center for Independent Living

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2201 Eastland Drive, Suite 1 Bloomington, IL 61704 Center for Comprehensive Service P.O. Box 2825 Carbondale, IL 62902 Southern Illinois CIL P.O. Box 627 Carbondale, IL 62903 Access Living of Metro Chicago 310 South Peoria, Suite 201 Chicago, IL 60607 Soyland Access to IL (SAIL) 2545 Millikin Parkway, Suite 1305 Decatur, IL 62526 Fox River Valley CIL 730 West Chicago Street Elgin, IL 60123 Progress Center for Independent Living 7521 Madison Street Forest Park, IL 60130 Stone-Hayes Center for Independent Living 39 North Prairie Street Galesburg, IL 61401 DuPage Center for Independent Living 739 Roosevelt Road, Suite 109, Building 8 Glen Ellyn, IL 60137 Jacksonville Area CIL 60 East Central Park Plaza Jacksonville, IL 62650 Will-Grundy Center for Independent Living 2415A West Jefferson Street Joliet, IL 60435 Options Center for Independent Living 61 Meadowview Center Kankakee, IL 60901

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Opportunities for Access 3300 Broadway, Suite 5 Mt. Vernon, IL 62864 Lake County Center for Independent Living 377 N. Seymour Avenue Mundelein, IL 60060 Central Illinois Center for Independent Living 614 West Glen Peoria, IL 61614 Independence Network Center Durst Building - 406 North 24th Street Quincy, IL 62301 Northwestern Illinois CIL 229 First Avenue, Suite 2 Rock Falls, IL 61071 Illinois-Iowa Center for Independent Living P.O. Box 6156 Rock Island, IL 61204 RAMP 202 Market Street Rockford, IL 61107 Springfield Center for Independent Living 426 West Jefferson Springfield, IL 62702 PACE, Inc. 1317 East Florida, Suite 27 Urbana, IL 61801 Southern Indiana CIL 3300 West 16th Street Bedford, IN 47421 Damar Homes, Inc. P.O. Box 41 Camby, IN 46113 League for the Blind & Disabled 5800 Fairfield Avenue, Suite 210

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Fort Wayne, IN 46807 Indianapolis Resource CIL 2110 North Capitol Avenue Indianapolis, IN 46202 Everybody Counts Broadfield Center - 9111 Broadway, Suite A Merrillville, IN 46410 Ruben Center for IL 9111 Broadway, Suite A Merrilllville, IN 46410 ATTIC P.O. Box 2441 Vincennes, IN 47591 League of Human Dignity, Inc 1417 1/2 Broadway Council Bluffs, IA 51501 Central Iowa Center for Independent Living 1024 Walnut Street Des Moines, IA 50309 Evert Conner Rights & Resources CIL 20 East Market Street Iowa City, IA 52245 South Central IL CIL 121 1/2 High Avenue East, Suite 301 Oskaloosa, IA 52577 Illinois-Iowa Independent Living Center* P.O. Box 6156 Rock Island, IL 61204 Three Rivers Center for Independent Living 505 Sixth Street, Suite 504 Sioux City, IA 51101 Black Hawk Center for Independent Living 312 Jefferson Street Waterloo, IA 50701

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Resource CIL 115 East Fifth Avenue Arkansas City, KS 67005 ILC of Northeast Kansas, Inc. P.O. Box 292 Atchison, KS 66002 Resource CIL 117 North Fifth Street Atchison, KS 66002 Resource CIL 410 Cumberland Burlington, KS 66839 Three Rivers ILC P.O. Box 33 Clay Center, KS 67432 LINK 135 West Sixth Street Colby, KS 67701 CIL for SW Kansas 2601 Central Avenue Dodge City, KS 67801 Resource CIL 615 North Main Eldorado, KS 67042 Resource CIL 625 Merchant, Room 238 Emporia, KS 66801 Resource CIL 115 East Fifth Avenue Kansas City, KS 67005 Center for Independent Living for SW Kansas 111 North Grant Street Garden City, KS 67846 Link, Inc.

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1105 Main Street, Suite D Great Bend, KS 67530 LINK, Inc. 2401 East 13th Street Hays, KS 67601 LINK 113 South Fourth, Suite C Hill City, KS 67642 Prairie ILRC 915 South Main Hutchinson, KS 67501 Resource CIL P.O. Box 602 Iola, KS 66749 Three Rivers IL Resource Center, Inc. 136 West Third Junction City, KS 66441 Coalition For Independence 3738 State Avenue Kansas City, KS 66102 Independence, Inc. 2001 Haskell Lawrence, KS 66046 CIL for SW Kansas 1023 North Kansas Avenue, Suite 2 Liberal, KS 67901 Resource CIL Box 325 Nortonville, KS 66060 Resource Center for Independent Living P.O. Box 257 Osage City, KS 66523 LINK 118 West Main, Suite 3 Osborne, KS 67473

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Resource CIL P.O. Box 1017 Ottawa, KS 66067 Southeast Kansas IL, Inc. P.O. Box 1035 Parsons, KS 67357 Independent Connection 1710 West Schilling Road Salina, KS 67401 Resource CIL 23266 Chieftan Road Tonganoxie, KS 66086 Topeka Independent Living Resource Center 501 SW Jackson, Suite 100 Topeka, KS 66603 Three Rivers IL Resource Center P.O. Box 408 Wamego, KS 66547 Independent Living Resource Center, Inc. 3330 West Douglas Avenue Wichita, KS 67203 Best, Inc., Center for Independent Living 624A Eastwood Avenue Bowling Green, KY 42103 Disability Coalition of Northern Kentucky P.O. Box 2440 Covington, KY 41012 The Center for IL Options 3031 Dixie Hwy, Suite 103 Edgewood, KY 41017 Pathfinders for Independent Living 109 East Mound Street Harlan, KY 40831 Independence Place 153 Patchen Village, Suite 33 Lexington, KY 40517

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Center for Accessible Living 981 South Third Street, Suite 102 Louisville, KY 40203 Center for Accessible Living 1304U Chestnut Street Murray, KY 42071 New Horizons 1756 Elliott Street Alexandria, LA 71301 Resources for IL 5700 Florida Blvd., Suite 600 Baton Rouge, LA 70806 Southwest LA Independent Center 1604 West Pinhook Road, Suite 150 Lafayette, LA 70508 Southwest LA Independence Center, Inc. 3505 Fifth Avenue, Suite A-2 Lake Charles, LA 70607 Volunteers of America--Independent Living 3939 North Causeway Blvd., Suite 200 Metairie, LA 70002 New Horizons 1201 Royal Avenue Monroe, LA 71201 Independent Living Center, Inc 401 Veterans Memorial Blvd., Suite100 New Orleans, LA 70119 Resources for Independent Living 1555 Poydras Street, Suite 1500 New Orleans, LA 70112 New Horizons, Inc. 6670 St. Vincent Avenue Shreveport, LA 71106 Alpha One 475 Western Avenue, Suite 13

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Augusta, ME 04330 Maine Independent Living Services 424 Western Avenue Augusta, ME 04330 Alpha One 41 Acme Road, Suite 5 Brewer, ME 04412 Alpha One 373 Main Street, Suite 1 Presque Isle, ME 04769 Alpha One 127 Main Street South Portland, ME 04106 MCIL Resources Independent Living 5807 Harford Road Baltimore, MD 21214 Southern MD Center for LIFE P.O. Box 657 Charlotte Hall, MD 20622 Potomac Highlands CIL 708 Fayette Street Cumberland, MD 21502 Independence Now, Inc. 6811 Kenilworth Avenue, Suite 504 Riverdale, MD 20737 Independence Now, Inc. 1400 Spring Street, Suite 400 Silver Spring, MD20910 Stavros Center for Independent Living, Inc. 691 South East Street Amherst, MA 01002 Boston Center for Independent Living 95 Berkeley Street, Suite 206 Boston, MA 02116 Student IL Experience--MA Hospital

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5 Randolph Street Canton, MA 02021 Southeast Center for Independent Living Merrill Building - 66 Troy Street, Suite 3 Fall River, MA 02720 Metro West Center for Independent Living 63 Fountain Street, Suite 401 Framingham, MA 01702 ILC North Shore & Cape Ann 298 Washington Street, Room 4 Gloucester, MA 01930 ARC--Gateway P.O. Box 428 Hyannis, MA 02601 CORD 1019 Iyanough Road, Suite 4 Hyannis, MA 02601 Northeast ILP, Inc. 20 Ballard Road Lawrence, MA 01843 AD Lib 215 North Street Pittsfield, MA 01201 ILC of the North Shore & Cape Ann 27 Congress Street, Suite 107 Salem, MA 01970 Independence Associates, Inc. 10 Oak Street, Suite 2 Taunton, MA 02780 Center for Living & Working, Inc. 484 Main Street, Suite 345 Worcester, MA 01608 Ann Arbor Center for Independent Living 2568 Packard, Georgetown Mall Ann Arbor, MI 48104

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Great Lakes/Macomb Rehabilitation Corp. 4 East Alexandrine, Suite 104 Detroit, MI48201 Southeastern Michigan CIL 1200 Sixth Avenue, 15th Floor, South Tower Detroit, MI 48226 Disability Network 3600 South Dort Highway, Suite 54 Flint, MI 48507 Grand Rapids Center for Independent Living 3600 Camelot Drive, Southeast Grand Rapids, MI 49546 Lakeshore Center for Independent Living 426 Century Lane Holland, MI 49423 Jackson CIL P.O. Box 4267 Jackson, MI 49204 Disability Resource Center 517 East Crosstown Parkway Kalamazoo, MI 49001 Capital Area Center for Independent Living 3815 West St. Joseph Street, Suite D Lansing, MI 48917 Cristo Rey Hispanic CIL 1717 North High Street Lansing, MI 48906 Superior Alliance for IL (SAIL) 129 West Baraga Avenue, Suite H Marquette, MI 49855 CIL of Mid-Michigan 1206 James Savage Midland, MI 48640 Monroe CIL

49

502 West Elm Avenue Monroe, MI 48162 Livingston CIL P.O. Box 439 Pinkney, MI 49204 Blue Water Center for Independent Living 310 Water Street Port Huron, MI 48060 Oakland/Macomb CIL 3765 East 15 Mile Road Sterling Heights, MI 48310 Bay Area Coalition for IL 701 South Elmwood Street, Suite 17 Traverse City, MI 49684 Grand Traverse Area Community 935 Barlow Traverse City, MI 49684 Center for Independent Living 424 West Superior Street, Suite 400 Duluth, MN 55802 Options Interstate Resource CIL 318 Third Street, Northwest East Grand Forks, MN 56721 CIL of Northeastern Minnesota, Inc. Mesabi Mall, Suite 11 Hibbing, MN 55746 SMILES 709 South Front Street Mankato, MN 56001 Southwestern Center for Independent Living 109 South Fifth, Suite 700 Marshall, MN 56258 FREEDOM Resource CIL 3505 Eight Street South, Suite 7 Moorhead, MN 56560

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FREEDOM Resource CIL P.O. Box 30 Pelican Rapids, MN 56572 Southeastern Minnesota CIL, Inc. 1306 Seventh Street, Northwest Rochester, MN 55901 Independent Lifestyles, Inc. 709 Mall Germain, Suite 200 St. Cloud, MN 56301 Metropolitan CIL, Inc. 1600 University Avenue West, Suite 16 St. Paul, MN 55104 LIFE of South Mississippi 1011 Arbor View Circle Biloxi, MS 39532 LIFE of North Mississippi 638 Main Street, Suite 111 Greenville, MS 38701 Gulf Coast Independent Living Center 18 JM Tatum Industrial Drive Hattiesburg, MS 39401 LIFE of South Mississippi 710 Katie Avenue Hattiesburg, MS 39401 Jackson Independent Living Center 300 Capers Avenue Jackson, MS 39203 LIFE of Central Mississippi 754 North President Street, Suite 2 Jackson, MS 39203 Oxford Center for Independent Living P.O. Box 1415 Oxford, MS 38655 Starkville Center for Independent Living

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P.O. Box 824 Starkville, MS 39760 LIFE of North Mississippi 201 Jefferson Street, Suite D Tupelo, MS 38801 SEMO Alliance for Disabled Independence, Inc. 121 South Broadview, Suite 12 Cape Girardeau, MO 63703 Services for Independent Living 1301 Vandiver Drive, Suite Q Columbia, MO 65202 Disability Resource Association 420-B South Truman Blvd. Crystal City, MO 63019 L.I.F.E. Inc., Center for Independent Living 1109 Saint Genevieve Avenue Farmington, MO 63640 Access II Independent Living Center 1210 South Main Street Gallatin, MO 64640 Northeast Independent Living Services 109 Virginia, 5th Floor, Suite 560 Hannibal, MO 63401 Independent Living Resource Center 3620 West Truman Blvd, Suite D Jefferson City, MO 65109 The Independent Living Center, Inc. 2650 East 32nd, Suite 102 Joplin, MO 64804 The WHOLE PERSON, Inc. 301 East Armour Blvd., Suite 430 Kansas City, MO 64111 Bootheel Area Independent Living Services P.O. Box 326 Kennett, MO 63857

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RAIL 715 South Baltimore Kirksville, MO 63501 On My Own, Inc. 3102 Industrial Parkway Nevada, MO 64772 ILC of Southeast Missouri 809 West Pine Street Poplar Bluff, MO 63901 Tri-County Center for Independent Living 1704 East Tenth Street, Suite D Rolla, MO 65401 Southwest Center for Independent Living 1856 East Cinderella Springfield, MO 65804 Delta Center for Independent Living 5933 Highway 94, South, Suite 107 St. Charles, MO 63304 Midland Empire Resources (MERIL) 3715 Beck Road, Suite D-B St. Joseph, MO 64506 Paraquad, Inc. 311 North Lindbergh Blvd. St. Louis, MO 63141 Independence Center 4380 West Pine Blvd. St. Louis, MO 63108 Life Skills Foundation 10176 Corporate Square Drive, Suite 100 St. Louis, MO 63132 Disabled Citizens Alliance for Independence P.O. Box 675 Viburnum, MO 65566 Warrensburg Independent Living Services

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123 East Gay, Suite S-2 Warrensburg, MO 64093 Ozark Independent Living 1598 Imperial Center, Suite 2011 West Plains, MO 65775 LIFTT, Inc. 929 Broadwater Square Billings, MT 59101 North Central IL Services, Inc. 1120 25th Avenue, NE Black Eagle, MT 59414 North Central IL Services P.O. Box 229 Glasgow, MT 59230 LIFTT P.O. Box 621 Glendrive, MT 59330 Summit Ravalli County Office 316 North Third Street, Suite 113 Hamilton, MT 59840 Montana Independent Living Project P.O. Box 5415 Helena, MT 59604 Summit ILC 275 Corporate Avenue, Suite 901 Kalispell, MT 59901 LIFTT 2200 Box Elder, Suite 2 Miles City, MT 59301 Summit Independent Living Center 700 SW Higgins Avenue, Suite 101 Missoula, MT 59803 Summit Lake County Office 318 Main Street, Southwest

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Ronan, MT 59864 CIL of Central Nebraska, Inc. 1804 South Eddy Street Grand Island, NE 68801 League of Human Dignity, Inc. 1701 P Street Lincoln, NE 68508 League of Human Dignity ILC 400 Elm Street Norfolk, NE 68701 CIL of Central Nebraska, Inc 102 East William Avenue North Platte, NE 69101 League of Human Dignity ILC 5513 Center Street Omaha, NE 68106 Panhandle IL Services P.O. Box 2454 Scottsbluff, NE 69363 Carson City Center for Independent Living 1923 North Carson Street, Suite 102 Carson City, NV 89701 Northern Nevada CIL 350 West Silver Street, Suite 240 Elko, NV 89801 Northern Nevada CIL 1919 Grimes Street, Suite B Fallon, NV 89406 Nevada Association for the Handicapped 6200 West Oakey Las Vegas, NV 89102 Southern Nevada CIL (SNCIL) 6039 Eldora, Suite F-6 Las Vegas, NV 89146 SNCIL

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3100 East Lake Mead Blvd., Suite 4-A North Las Vegas, NV 89030 Northern Nevada Center for Independent Living 999 Pyramid Way Sparks, NV 89431 Granite State IL Foundation P.O. Box 7268 Concord, NH 03301 Granite State IL Foundation P.O. Box 895 Franconia, NH 03580 Camden City Independent Living Center 30 North Fifth Street, Suite 222-223 Camden, NJ 08102 DIAL, Inc. 66 Mt. Prospect Avenue, Building C Clifton, NJ 07013 Alliance for Disabled In Action, Inc. 629 Amboy Avenue Edison, NJ 08837 Total Living Center, Inc. P.O. Box 342 Egg Harbor City, NJ 08215 Alliance for Disabled in Action 65 Jefferson Avenue Elizabeth, NJ 07201 Progressive CIL 831 Parkway Avenue, Suite B-2 Ewing, NJ 08618 Heightened Independence & Progress 131 Main Street, Suite 120 Hackensack, NJ 07601 Heightened Independence & Progress 2815 Kennedy Blvd., Suite 2G Jersey City, NJ 07306

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MOCEANS Center for Independent Living 279 Broadway, First Floor Long Branch, NJ 07740 Tri-County ILC 120 North High Street, Suite 12 Millville, NJ 08332 Resources for Independent Living, Inc. One Hospital Plaza Riverside, NJ 08075 CIL for Mercer & Hunterdon County 223 Hutchinson Road Robbinsville, NJ 08691 CIL of South Jersey, Inc. 1200 Delsea Drive, Plaza 47, Suite 6 Westville, NJ 08093 DAWN, Inc. 400 South Main Street, Suite 3 Wharton, NJ 07885 Independent Living Resource Center 4401-B Lomas Northeast Albuquerque, NM 87110 San Juan Center for Independence 504 North Main Aztec, NM 87410 Ability Center 424 North Downtown Mall, Suite 100 Las Cruces, NM 88001 Choices Center for Independent Living 601 West Second, Suite 8 Roswell, NM 88201 New Vistas 1205 Parkway Drive Santa Fe, NM 87505 Capital District Center for Independence, Inc. 855 Central Avenue, Suite 110 Albany, NY 12206

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Resource CIL 2540 Riverfront Center Amsterdam, NY 12010 Options for Independence 75 Genesee Street Auburn, NY 13021 Genesee Region IL, Inc. 61 Swan Street Batavia, NY 14020 Southern Tier Independence Center 24 Prospect Avenue, Fifth Floor Binghamton, NY 13901 Bronx Independent Living Services 3525 Decatur Avenue Bronx, NY 10467 Brooklyn Center for Independence of the Disabled 2044 Ocean Avenue, Suite B-3 Brooklyn, NY 11230 Independent Living Center of Western NY 3108 Main Street Buffalo, NY 14214 Access to Independence & Mobility 271 East First Street Corning, NY 14830 Resource CIL 401 East German Street Herkimer, NY 13350 SILO, Inc. 745 Waverly Avenue Holtsville, NY 11742 Hudson ILC Troy 160 Fairview Avenue Hudson, NY 12534 SILO 20 Oval Drive

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Islandia, NY 11722 Finger Lakes Independence Center 609 West Clinton Street, Suite 112 Ithaca, NY 14850 Queens Independent Living Center 140-40 Queens Blvd. Jamaica, NY 11435 Southwestern Independent Living Center 843 N Main Street Jamestown, NY 14701 Resource Center for Accessible Living, Inc. 602 Albany Avenue Kingston, NY 12401 Long Island Center for Independent Living 3601 Hempstead Turnpike, Suite 312 Levittown, NY 11756 Northern Regional CIL 7594 State Street Lowville, NY 13367 Massena Independent Living Center 156 Center Street Massena, NY 13662 Office for the Physically Challenged 1550 Franklin Avenue Mineola, NY 11501 Action Toward Independence 33 Lakewood Avenue Monticello, NY 12701 Barrier Free Living 270 East Second Street New York, NY 10009 CIDNY 841 Broadway, Room 205 New York, NY 10003 Harlem Independent Living Center 5-15 West 125th Street

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New York, NY 10027 VISIONS 500 Greenwich Street, Third Floor New York, NY 10013 Independent Living, Inc. 5 Washington Terrace Newburgh, NY 12550 Niagara Frontier CIL, Inc. 1522 Main Street Niagara Falls, NY 14305 Directions in Independent Living 512 West State Street Olean, NY 14760 Catskill Center for Independence P.O. Box 1247 Oneonta, NY 13820 ARISE / Oswego 104 West Utica Street Oswego, NY 13126 North Country Center for Independence 102 Sharron Avenue Plattsburgh, NY 12901 Taconic Resources for Independence 82 Washington Street, Suite 214 Poughkeepsie, NY 12601 Wiswall Center for Independent Living 71 Glenwood Avenue Queensbury, NY 12804 Rochester Center for Independent Living 1641 East Avenue Rochester, NY 14610 Saratoga County Options for IL 7 Wells Street, Suite 207 Saratoga Springs, NY 12866 Action Toward Independence, Inc.

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2927 Route 6 Slate Hill, NY 10973 Rockland Independent Living Center 238 North Main Street Spring Valley, NY 10977 Staten Island CIL, Inc. 470 Castleton Avenue Staten Island, NY 10301 ARISE, Inc., Center for Independent Living 1065 James Street, Suite 110 Syracuse, NY 13202 ILC of the Hudson Valley, Inc. Troy Atrium, Broadway & Fourth Street Troy, NY 12180 Resource Center for Independent Living P.O. Box 210 Utica, NY 13503 Northern Regional CIL 165 Mechanic Street Watertown, NY 13601 Westchester Independent Living Center 200 Hamilton Avenue White Plains, NY 10601 Westchester Disabled on the Move 984 North Broadway, Suite L-1 Yonkers, NY10701 Western Alliance CIL 30 London Road Asheville, NC 28803 Programs for Accessible Living 5701 Executive Center Drive, Suite 320 Charlotte, NC 28212 Advocacy Project for Persons with Disabilities 620 South Elm Street, Suite 309 Greensboro, NC 27406

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Disability Awareness Network 609 Country Club Drive, Suite C Greenville, NC 27834 Pathways for the Future 525 Mineral Springs Drive Sylva, NC 28779 Dakota Center for Independent Living 3111 East Broadway Avenue Bismarck, ND 58501 Dakota CILC P.O. Box 1495 Dickinson, ND 58602 Freedom RCIL P.O. Box 1795 Fargo, ND 58107 Freedom RCIL Jamestown Mall, Suite 208A Jamestown, ND 58402 Independence, Inc. 900 North Broadway Minot, ND 58703 Tri-County ILC, Inc. 680 East Market Street, Suite 205 Akron, OH 44304 The Center for Independent Living Options 632 Vine Street, Suite 601 Cincinnati, OH 45202 Help Foundation, Inc. 3622 Prospect Avenue Cleveland, OH 44115 Services for Independent Living 25100 Euclid Avenue, Suite 105 Cleveland, OH 44117 Mid-Ohio Board for IL Environment 690 South High Street Columbus, OH 43206

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UCP Columbus & Franklin County ILP 440 Industrial Mile Road Columbus, OH 43228 Access Center for Independent Living, Inc. 35 South Jefferson Dayton, OH 45402 The Ability Center - Defiance 516 Perry Street Defiance, OH 43512 Society for Equal Access ILC 821 Anola Street, Suite B Dover, OH 44663 LEAP CIL 2100 North Ridge Road Elyria, OH 44035 LEAP 1917 North Ridge Road East Lorain, OH 44055 ILC of North Central Ohio 1 Marion Avenue, Suite 115C Mansfield, OH 44903 Ability Center of Greater Toledo 5605 Monroe Sylvania, OH 43560 Green Country IL Resource Center 4100 SE Adams Road, Suite C-106 Bartlesville, OK 74006 Sandra Beasley Independent Living Center 705 South Oakwood, Suite B-1 Enid, OK 73703 Oklahomans for Independent Living 321 South Third, Suite 2 McAlester, OK 74501 Progressive Independence, Inc. 121 North Porter Avenue

63

Norman, OK 73071 Ability Resources 8235 Detroit, Suite 110 Tulsa, OK 74120 Central Oregon Resources for IL P.O. Box 9425 Bend, OR 97708 HASL Independent Living Center, Inc. 1252 Redwood Avenue Grants Pass, OR 97527 SPOKES Unlimited 111 North Seventh Street Klamath Falls, OR 97601 Independent Living Resources, Inc. 4506 Southeast Belmont, Suite 100 Portland, OR 97215 Umpqua Valley Disabilities Network P.O. Box 507 Roseburg, OR 97470 Lehigh Valley Center for Independent Living 919 South Ninth Street Allentown, PA 18103 CIL of Southcentral Pennsylvania 3009 Walnut Avenue Altoona, PA 16601 CIL of Central Pennsylvania 415 Fallowfield Road, Suite 101 Camp Hill, PA 17011 Community Resources for Independence 2222 Filmore Avenue Erie, PA 16506 Voices for Independence 3711 West 12th Street Erie, PA 16505 Anthracite Region CIL

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44 West Broad Street Hazleton, PA 18201 Freedom Valley Disability Enablement, Inc. 3607 Chapel Road Newtown Square, PA 19073 Liberty Resources, Inc. 1341 North Delaware, Suite 105 Philadelphia, PA 19125 Three Rivers Center for Independent Living 7110 Penn Avenue Pittsburgh, PA 15208 Abilities in Motion 416 Blair Avenue Reading, PA 19601 Northeastern Pennsylvania CIL 431 Wyoming Avenue Scranton, PA 18503 Life & Independence for Today 503 Arch Street Extension St. Marys, PA 15857 Tri-County Patriots for Independent Living 69 East Beau Street Washington, PA 15301 CIL of North Central Pennsylvania 210 Market Street, Suite A Williamsport, PA 17701 Citizens for Independence & Access 3450 Industrial Drive York, PA 17402 Blackstone Valley Center ILP 115 Manton Street Pawtucket, RI 02861 PARI Independent Living Center 500 Prospect Street Pawtucket, RI 02860

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IN-SIGHT Independent Living 43 Jefferson Blvd. Warwick, RI 02888 Ocean State Center for Independent Living 59 West Shore Road Warwick, RI 02889 Disability Action Center, Inc. 3126 Beltline Blvd. Columbia, SC29204 Coastal Disability Access 1021 Third Avenue Conway, SC 29526 Communication Service for the Deaf 315 South Wilson Avenue Aberdeen, SD 57401 Opportunities for Independent Living 1200 South Main Street, Suite A Aberdeen, SD57401 Quad Squad Big Foot Trail, 102 BIA Highway 2 Kyle, SD 57712 Prairie Freedom CIL P.O. Box 282 Madison, SD 57042 Prairie Freedom CIL P.O. Box 1001 Mitchell, SD 57301 Communication Service for the Deaf 150 Knollwood Drive Rapid City, SD 57701 Western Resources for disABLED Independence 809 South Street, Suite 303 Rapid City, SD 57701 Communication Services for the Deaf 102 North Krohn Place Sioux Falls, SD 57103

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Communication Service for the Deaf 3520 Gateway Lane Sioux Falls, SD 57106 Prairie Freedom Center for Independent Living 301 South Garfield Avenue, Suite 8 Sioux Falls, SD 57104 Native American Advocacy Project P.O. Box 527 Winner, SD 57580 Communication Service for the Deaf 231 Broadway Street, Suite C6 Yankton, SD 57078 Prairie Freedom CIL of Yankton 413 West 15th, Suite 107 Yankton, SD 57078 Tri-State Resource and Advocacy Corp. 5708 Uptain Road, Suite 350 Chattanooga, TN 37411 Jackson Center for Independent Living 231-D North Parkway Jackson, TN 38305 Disability Resource Center 900 East Hill Avenue, Suite 120 Knoxville, TN 37915 Memphis Center for Independent Living 163 North Angelus Memphis, TN 38104 CIL of Middle Tennessee 480 Craighead Street, Suite 200 Nashville, TN 37204 Panhandle ILC 1118 South Taylor Street Amarillo, TX 79101 Resource Utilization Network 1001 West Tenth Avenue

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Amarillo, TX79101 Brazoria County CIL 1101 D East Mulberry Angleton, TX 77515 Austin Resource CIL 825 G Rundberg, Suite A-1 Austin, TX 78753 SETLIFE, Inc. 780 South Fourth Street Beaumont, TX 77701 VAIL - Brownsville 2685 North Corea Brownsville, TX 78520 Crockett Resource CIL 1020 Loop 304 East Crockett, TX 75835 REACH of Dallas Resource Center on IL 8625 King George Drive, Suite 210 Dallas, TX 75235 REACH of Denton Resource Center 405 South Elm, Suite 202 Denton, TX 76201 VOLAR, Center for Independent Living 8929 Viscount, Suite 101 El Paso, TX 79925 REACH Resource CIL 1205 Lake Street Fort Worth, TX 76102 VAIL 1322 East Harrison, Suite B Harlingen, TX 78550 Houston Center for Independent Living 7000 Regency Square Blvd., Suite 160 Houston, TX 77036 LIFE Independent Living Center

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3212 34th Lubbock, TX 79410 VAIL P.O. Box 5035 McAllen, TX 78502 A.B.L.E. Center for Independent Living 208 West 23rd Odessa, TX 79761 Palestine Resource Center 421 Avenue A Palestine, TX 75801 SAILS 1028 South Alamo San Antonio, TX 78210 Austin Resource CIL 618 South Guadalupe Street, #103 San Marcos, TX 78666 OPTIONS for Independence 416 East 850 South, Room 106 Brigham City, UT 84302 OPTIONS for Independence 1095 North Main Logan, UT 84341 Active Re-Entry 451 South Carbon Avenue Price, UT 84501 Utah Independent Living Center, Inc. 3445 South Main Street Salt Lake City, UT 84115 Red Rocks Center for Independence 515 West 300 North, Suite A St. George, UT 84770 Vermont CIL 532 Main Street Bennington, VT 05201

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Vermont CIL 230 Main Street Brattleboro, VT 05301 Vermont Center for Independent Living 11 East State Street Montpelier, VT 05602 Appalachian Independence Center 230 Charwood Drive Abingdon, VA 24210 ENDependence Center of Northern Virginia 3100 Clarendon Blvd. Arlington, VA 22201 Independence Resource Center 815 Cherry Avenue Charlottesville, VA 22903 Blue Ridge ILC 215 Roanoke Street, Human Resources Bldg. Christiansburg, VA 24073 Piedmont ILC 816B West Main Street Danville, VA 24614 DisAbility Resource Center 409 Progress Street Fredericksburg, VA22401 Clinch IL Services P.O. Box 2741 Grundy, VA 24614 Peninsula Center for Independent Living 2021 A Cunningham Drive, Suite 2 Hampton, VA 23666 Blue Ridge ILC P.O. Box 7, Room 631 Low Moor, VA 24457 Lynchburg Area CIL 500 Alleghany Avenue, Suite 520 Lynchburg, VA 24501

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Independence Empowerment Center 9001 Digges Road, #103 Manasses, VA 20108 Endependence Center, Inc. 6320 North Center Drive, Suite 100 Norfolk, VA 23502 Eastern Shore CIL P.O. Box 486 Onley, VA 23418 Junction CIL 247 West Morgan Avenue Pennington Gap, VA 24277 Central Virginia ILC, Inc. 2900 West Broad Street Richmond, VA 23230 Blue Ridge Independent Living Center 1502-D Williamson Road, NE Roanoke, VA 24012 BRILC U.S. Route 11, North Lee Highway, Room 102 Troutville, VA 24175 Access Independence 312 West Cork Street Winchester, VA 22601 Kitsap Community Action Program 1201 Park Bremerton, WA 98337 Independent Lifestyle Services 422 North Pine Street Ellensburg, WA 98926 disAbility Resource Center 607 SE Everett Mall Way, Suite 17 Everett, WA 98208 Greater Lakes Mental Health Care

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9330 59th Avenue, Southwest Lakewood, WA 98499 Center for Independence P.O. Box 1247 Puyallup, WA 98371 Disability Resource Network 16315 North 87th Street, Suite B-5 Redmond, WA 98052 Eilepsy Foundation of Washington 3800 Aurora Avenue, North, Suite 370 Seattle, WA 98103 WCCD 4649 Sunnyside North, Suite 100 Seattle, WA 98103 Coalition of Responsible Disabled 612 North Maple Street Spokane, WA 99201 Designs for Independent Living 819 South Hatch Spokane, WA 99202 TACID 6315 South 19th Street Tacoma, WA 98466 Independent Living Resources of SW WA 3305 Main Street, Suite 109 Vancouver, WA 98663 Mountain State CIL 329 Prince Street Beckley, WV 25801 Appalachian Center for Independent Living 4710 Chimney Drive, Suite C Charleston, WV 25302 Mountain State Center for Independent Living 821 Fourth Avenue Huntington, WV 25701

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Northern West Virginia CIL 601-3 East Blockway Avenue, Suite A & B Morgantown, WV 26501 Mountain State CIL P.O. Box 636 Parkersburg, WV 26102 Mountain State CIL P.O. Box 31 Sisterville, WV 26175 Options for Independent Living 1506 South Oneida Street Appleton, WI 54915 North Country Independent Living 201 Main Street West, Room 105 Suite B Ashland, WI 54806 Society's Assets, Inc. 35 South Wisconsin Street Elkhorn, WI 53121 Options for Independent Living, Inc P.O. Box 11967 Green Bay, WI 54307 Society's Assets, Inc. 1202 60th Street, Suite 116 Kenosha, WI 53140 Great Rivers Independent Living Services 4328 Mormon Coulee Road La Crosse, WI 54601 Access to Independence, Inc. 2345 Atwood Avenue Madison, WI 53704 CIL for Western Wisconsin, Inc. 2920 Schneider Avenue E Menomonie, WI54751 Independence FIRST

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600 West Virginia Street, Suite 301 Milwaukee, WI 53204 Southern Service CIL 941 West Fountain Street Mineral Point, WI 53565 Society's Assets 5200 Washington Avenue, Suite 225 Racine, WI 53406 Midstate Independent Living Center P.O. Box 369--203 Schiek Plaza Rhinelander, WI 54501 GRILS 149 East Mill Street, Suite A Richland Center, WI 53581 North Country Independent Living 2231 Catlin Avenue Superior, WI 54880 Wyoming Independent Living Rehabilitation 305 West First Street Casper, WY 82601 Western Wyoming CIL 190 Custer Street Lander, WY 82520 RENEW 245 Broadway Sheridan, WY 82801 DC Center for Independent Living 1400 Florida Avenue Northeast, Suite 3 Washington, DC 20002 Disability Rights Center 2500 G Street NW Washington, DC 20007

Documents

FOR THE DISTRICT OF COLORADO Civil Action No. 99-MK-2086 ...€¦ · JULIE FARRAR-KUHN and CARRIE ANN LUCAS, for themselves and all others similarly situated, Plaintiffs, v. CONOCO