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Home My WebLink About1995-22 Approving and Authorizing the Acceptance of Settlement Agreement and Release in Civil Action No. 93-CV-88, TOV vs Cheveron USA Inc and Amoco Oil Companys RESOLUTION N0.22 SERIES OF 1995 A RESOl.UTlON APPROVING AND AUTHORIZING THE ACCEPTANCE OF A SETTLEMENT AGREEMENT AND RELEASE IN CIVIL ACTION N0.93-CV-88, THE TOWN OF VAIL V5. CHEVRDN USA, INC. AND AMOCO OiL COMPANY WHEREAS, the Town Council authorized the commencement in the District Court, County of Eagle, State of Colorado, Civil Action No. 93-CV-88, the Town of Vaii vs. Chevron USA, inc. and Amoco Oii Co. on or about March 19, 1993; and WHEREAS, a settlement agreement has been reached which in its principle part causes Chevron to remediate any ground water contamination; and WHEREAS, the agreement provides that the Town of Vail will assume responsibility for any state required remediation of any sal contamination now existing on the Old Town Shop lot. NOW, THEREFORE, be it resolved by the Town Council of the Tawn of Vail, Colorado, that: The settlement agreement and release in the Town of Vaii vs. Chevron USA, Inc. and Amoco Oil Co. attached to this Resolution as Exhibit A is hereby approved and adopted. 2. The Town Manager and the Town staff are hereby authorized to take ail actions necessary to implement this settlement agreement and release. 3. ~ This Resolution shall take effecf immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPTED this .ri day of September, 1995. F ~ ~''~%, Margar~A. Osterfoss, May ATTEST: ~ S E ~ ~ n /1 , S Lori~Aker, Deputy~~'f.~,,,,,,,,,,,,,,, C:IRESOLU94.22 SETTLEMENT AGREEMENT AND RELEASE 1. PARTIES: a. The Town of Vail ("Town"), a home rule municipality organized under the laws of the State of Colorado. b. Chevron USA, Inc. ("Chevron"), a Pennsylvania corpora- tion, having its principal place of business at San Francisco, California. c. Amoco Oil Co. ("Amoco"), a Maryland corporation, having its principal place of business at Chicago, Illinois. 2. EFFECTIVE DATE: The effective date of this agreement is February 10, 1994. 3. RECITALS: a. The Town owns a parcel of property situated at 890 South Frontage Road in the Town of Vail, Colorado (the "Town Site"). Amoco owns the adjacent property located at 934 South Frontage Road; that parcel was earlier owned by Chevron {the "Chevron Site"). A creek runs along the southern edge of both properties. b. 0n or about March 19, 1993, the Town commenced an action in the District Court, County of Eagle, State of Colorado, Civil Action No. 93~-CV-88, captioned as follows: The Town of Vail v. ___ Chevron USA, Inc. and Amoco Oil Co. alleging generally that the release of petroleum products stored on the Chevron/Amoco property had contaminated. soil and groundwater on the Town Site. Chevron and, Amoco answered the complaint filed by the Town, denying lia= bility. ~ . c. The parties desire to settle all claims between the Town on the one hand and Chevron and Amoco on the other relating to soil and groundwater contamination on the Town Site and any damages, ex- penses or costs related thereto. 4. AGREEMENTS: a. Chevron will, at its sole cost and expense, undertake all reasonable steps to remediate the groundwater contamination now existing on the Town Site to the standards required by the Colorado Department of Health or the State Oil Inspector ,(the "State") whether the requirements are pursuant to the State of Colorado Basic Standards for Groundwater, which are currently codified at 5 C.C.R. 1002-8 (3.11.0}, another regulation or an order (the "Stan-- dards"}. The Standards now require remediation of the benzene in c. In order to remediate the groundwater, Chevron will need to extend the groundwater remediation system currently on the Chevron Site to the Town's Site. A third party has discussed with the Town the possibility of using the Town Site to access property across the creek, which will require the construction of a bridge on the Town Site. The discussions are preliminary in nature. The Town will provide Chevron with whatever information, if any, is in the Town's possession concerning the location of the propased bridge across the creek and•the associated access road so that the groundwater remediation system can be designed and constructed in a manner to avoid damage from the construction of the road and bridge and from the use of the road and. bridge by vehicles and heavy equipment and Chevron sha11 so design and construct the sys- tem. To the extent the Town has waived its sovereign immunity,. the Town shall be responsible for any damages to the groundwater re- mediation system caused by the negligence or the willful acts of its employees and agents. The Town shall have no responsibility for any damages caused to the groundwater remediation system by its independent contractors. As to the third party that may construct a bridge on the Town Site, the Town shall have no responsibility for any damages caused to the groundwater remediation system by the third party so long as the Town conditions any agreement of access to build and use such a bridge on the third party's agreement to indemnify Chevron for cost of system repair or replacement occa- sioned by such use or construction. d. The groundwater remediation system shall be designed to allow for the use of the property by vehicles and heavy equipment. Chevron will provide the Town a reasonable amount of time to review and comment on Chevron's propased design far the groundwater reme- diation system to be. constructed. Chevron will pay the Town's rea- sonable technical consultant costs, if any, for that review. The Town shall have no liability far damage to the system unless such damage results from willful or negligent conduct by the Town. Once the groundwater remediation ,system is constructed on the Town's 5ite,•Chevron will deliver to ,the Town three sets of "as built" drawings for the system: The Town, its employees, agents and inde- pendent contractors shall be entitled to rely on the accuracy of the drawings in conducting any excavation or other activities on the Town's Site. e. ,The Town hereby grants to Chevron a limited, non-exclusive license to enter ugon the Town's. Site for the following purposes only: 1. to construct, install, maintain, inspect, test, operate and abandon wells and associated equipment; and 2. to maintain, inspect, test, operate and abandon those certain groundwater monitoring wells currently located on the Town's Site. I~ 9 monde of any nature arising out of or relating to: (1} the ground- water contamination now existing on the Town Site; and (2) any ac- tivities conducted on the Town's Site pursuant to this Agreement by Chevron, its directors, officers and employees, its agents, or its independent contractors. m. Except for the specific undertakings assumed by Chevron under this Agreement, this Agreement is not intended to define any rights or liabilities between Chevron and Amoco relating to the subject matter of the Civil Action, Chevron and Amoco agreeing that those rights and liabilities are defined in other written agree- ments between-them. n. Chevron has advised the Town of an agreement between Amoco and Chevron concerning any future releases at the Chevron Site. No obligation of Amoco thereunder to respond to future re- leases will relieve Chevron of its obligation to the Town to per- form the remediation contemplated above, nor does the agreement between Amoco and Chevron create any duties or rights between Amoco and the Town. o. Within five (5) days of all parties executing this Agree- ment, the parties shall file a Motion and Stipulation for Dismissal With Prejudice in Civil Action No. 93-CV-88, providing that all parties will bear their own costs, expenses and legal fees. The parties hereto authorize and instruct their attot~neys of record to' file all documents necessary for the entry of an order of dismissal with prejudice of Civil Action No. 93-CV-68. p. Chevron shall require any independent contractor conduct- ing any activity on the Town's Site to purchase and maintain insur- ance that will protect the contractor, Chevron, if it so desires, and the Town from the claims set forth below that may arise out of ar result from any activity on the Town's Site: 1. claims under workers' compensation, disability benefits and other similar employee benefit acts; 2. claims up to one million dollars for bodily injury, occupa- tional sickness or disease, or death of the contractor's em- ployees or other persons; 3. claims up to one million dollars for property damage; and 4 . claims up to one million dollars for bodily injury ar death of any person, or for property damage arising out of the owner- ship, maintenance or use of any motor vehicle. Each contractor's insurance policy shall identify the Town as an additional insured. Prior to beginning any work on the Town's Site, Chevron shall require all contractors to provide the Town with a certificate of insurance from an insurance company that is 5- i ~ ~ ~• Chevron: Chevron USA Product Company, Inc. Law Department 6001 Ballinger Canyon Road P. 0, Box 5044 San Ramon, CA 94583 Attention: Jon M. Robbins, Esq. Telecapy Number: 510-842-3365 With .a copy to: Holland & Hart ._ 555 17th Street, Suite 2900 Denver, CO 80201 Attention: Wiley E..Mayne, Esq. Teiecopy Number: 303-295-8261 Notice shall be deemed given when personally delivered, mailed or telecopied, so long as receipt of the telecopy is confirmed by the receiving party.. Pursuant to the terms of this provision, each party may specify a different address for the giving of any notice. f. -Each person executing this Agreement represents and war- rants that he or she has the authority and power to bind his or her party to the terms and conditions herein. g. This agreement may be executed in multiple counterparts each of which shall be deemed an original. When signed by both parties, this agreement shall be effective as of February 10, 1994. IN WITNESS WHEREOF, the parties hereto have executed this Settlement Agreement and Release on the dates stated hereunder. THE TOWN OF VAIL CHEVRON USA, INC. BY~ By: ItS: ItS: AMOCO OIL COMPANY By: Its: 7- APPROVED AS TO FORM: HOLLAND & HART By Wiley E. Mayne, #2631 Craig Stewart, #17539 555 17th Street, Suite 2900 P. O. Box 6749 Denver, CO $0201 303-295-8000 ATTORNEYS FOR CHEVRON USA PRDDUCTS COMPANY and AMOCD OIL .COMPANY C~ COCKRELL, QCIINN & CREIGHTON By . Richard M. Foster, #9726 Florence J. Phillips, #14262 1700 Broadway, Suite. 1516 Denver, CO 80290 303-660-7],40 TOWN OF VAIL By R. Thomas Moorhead, #22445 Town Attorney 75 South Frontage Road Vail, CO $1657 303-479-2107 ATTORNEYS 'FOR THE TOWN DF VAIL r~ 351366. - 9 -