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HomeMy WebLinkAbout07 CITY LIABILITY 06-05-95MEMORANDUM NO. 7 6-5-95 TO: FROM: DATE: RE: Honorable Mayor and Members of the City Council City ofTustin . City Attorney May 22, 1995 Settlement of City's Liability and Attorney Fee Exposure at the Mountaineer Refinery Superfund Site .Recommendation: That the City Council authorize the City Manager to execute the Settlement Agreement regarding the Mountaineer Refinery Superfund Site. The Settlement Agreement will end the City's liability exposure and attorneys' fee expense in connection with the Superfund site. The total settlement amount of $10,875 is based on a settlement figure of $7.50 per gallon. The City contributed 1450 gallons of waste oil to the site. After deducting for amounts previously paid to participate in the Mountaineer Refinery PRP Committee, the amount that will be due from the City is $6,425. Discussion' Some years ago, waste oil from City operations was deposited at a used oil refinery site .in Wyoming. in 1990 the United States Environmental Protection Agency '("EPA") ordered the owner/operator to cease operations, and the site was identified as a cleanup site pursuant to the Comprehensive Environmental Response, Compensation and Liability Act (sometimes known as the "Superfund law"). Under the Supeffund law every party that contributed'to a Superfund site is a "potentially responsible party" (PRP). The PRPs formed a committee and entered into an agreement with EPA to cleanup the waste deposits at the site. In an effort to settle the liability of the PRPs, the PRP Committee is proposing a Settlement Agreement based on $7.50 per gallon. The enclosed memo from the firm of Stoel, Rives, Boley, Jones & Grey describes the highlights of the Settlement Agreement. They are as follows: 1100-00022 13466_1 Honorable Mayor and Members of the City Council City of Tustin May 22, 1995 Page '2 1. Tustin will receive a credit of the administrative fee and prior assessments paid to the Committee. This amount is approximately $4,450. 2. In the event that cleanup costs at the site exceed the estimates provided to the Committee, neither EPA nor the Committee will be able to come back after the City of Tustin. There is no reopener clause. 3. Tustin will be fully indemnified by the other Committee members and released from any future liability. The proposed Settlement Agreement, known as "Settlement Agreement V" is attached for the City Council's information. LEJ:cas Enclosure. cc: William A. Huston, City Manager Tim D. Serlet, Director of Public Works/City Engineer 110000022 1~466_1 Mountaineer Refinery ?RP Committee May !$, !995 Page 2. enable settling Committee members to resolve all past, present, and future liability to the Committee once and for all, thus avoiding the risks of cost overruns, groundwater contamination, etc. C. M~tual R~lcal;¢~ i~n~/Cowrt~nts Not to Sue. In exchange for the $7.50 per gallon payment, settling Committee members will receive from the Committee a full release and covenant not to sue with respect to any alleged liability or cost related to the Site. Similarly, settling Committee members would release the Committee and its members from any rlairrted hability and would covenant not to sue the Committee, its members, and parties who have settled with the Committee. D. Indemnification. Settlement Agreement V provides that settling Committee members will be indemnified by the Committee for their obligations, liabilities and costs arising out of the AdminL~ative Order On Consent for Removal Action, EPA, Docket No. CERCLA VIZI-92- 27. No other indemnification is offered as part of this settlement. Eligibility. All Committee members are elig~le for Settlement V. Any Committee member who is interested in Settlement Agreement V, however, must have a resolved volume allocation. Those Committee members currently involved in a volume dispute must wait until the dispute is resolved before entering into Settlement Agreement V. How to Settle. Settlement Agreement V is enclosed with this letter. Elig~le Committee members may continue to avail themselves of options previously offered by the Committee (i.e.. Settlement Agreement I for $15/gallon or Settlement Agreement for $30/gallon). E. "Settlement Bound Member" Status. In addition, the Committee voted to reheve settling Committee members of their Settlement Bound Member status (as defined in Paragraph 9.l(a) of the GPA) and, accordiz~y, their continuh~ obligations to indemnify parties who previously settled with the Committee. This charge requires an amendment to the GPA. Therefore, enclosed are redlined and ori~rtal versions (without exlu2yits) of the revised GPA. Pursuant to Paragraph 20 of the GPA, the amendment to the GPA becomes effective thirty (30) days after written notice of the amendment. Plea.se review the obligations and requirements imposed by Paragraph 20 of the GPA, especially if you do not plan to enter into.one of the Settlement Agreements. If you would like to settle pursuant to Settlement Agreement V, simply sign 1ONES G E¥ A,9'Oe.%TY~ A: LAW SL']TE ] )00 O~E L'TAH 201 SOL~H NIAIN' STREET SALT LAKE C~'. ~gAH Tele~ho.e (~Ol) Telecov~. I$02 ) ~'r,er's ~rec~ May 15, PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMITN~CATION TO THE MOUNTAINEER REFINERY PRP COMMli-i-t~t~ Re: Mountm'neer Refinery Site- Settlement Offer Dear Ladies and Gentlemen: The purpose of this letter is to provide an opportunity for all Committee members to settle their respective liability at the Mountaineer Refinery site (the 'Site'). As you are aware, several months ago we dism2mted ballots to all Committee members to resolve several issues relating to a $7.50 per gallon settlement offer, including indemnification of settling'Committee members and a refund of the $2,000 administrative fee. Based on the Committee's vote, enclosed please find copies of Settlement Agreement V and revised Group Participation Agreement ('GPA'), incorporating the decisions made by the Committee members' vote. Settlement Proposal. The Committee is offering to all of its current members who have resolved their volume disputes a settlement proposal similar to the offer available to non-Committee members. The terms of the settlement offer are set forth at length in the enclosed Settlement Agreement V (Cash-Out Without Reopener). The key terms of the settlement offer are as follows: A. PiLvment. Settlement Agreement V provides that settling Committee members pay to the Committee a lump stm't payment composed of $7.50 per gallon of waste material sent to the Site. The settling Committee members would receive a credit fi.om the $2,000 administrative fee paid upon joining the Committee and for the amount of past assessments. This credit would be apphed toward the settling Committee member's lump mum settlement payment. On the event the administrative fee and past assessment amounts exceed the himp sum settlement payment, the Committee will not refund the excess amount.) The hunp sum payment is due and payable 45 days after the Effective Date of the Settlement Agreement. B. No Reopener. Settlement Agreement V provides for no reopener in the event cleanup costs at the Site exceed the estimates provided to the Committee. This settlement option would SALT L.~£ C'TT'Y. PORTLAND. SEATI'Lr, ~OtSt. WASHINb'9'ON, VANCOUVIIL L'IAI.[ OREGON WASHINGTON IOA~IO OISTRICT OF COLUMIIA WASHINGTON Mountaineer Refinery PRP Committee May 15, 1995 Page 3 and fill out the signature page and return it to- Jeffrey B. Groy Stoel Rives Boley Jones & Grey One Utah Center 201 South Main Street, Suite 1100 Salt Lake City, UT 841114904 Upon receipt of a signed Settlement Agreement V, the Committee will review it, sign it, enter.the Effective Date, and return it to the settling Committee member. Please make lump sum. payment checks payable to the 'Mountaineer Refinery PRP Committee." CI'his payment is not required until 45 days after the Effective Date of the Agreement.) Should you have any questions about the Committee's offer or Settlement Agreements I or II, please call us at the telephone numbers given below. Jeffrey B. Groy Kenneth B. Black 8011578-6972 801/57B-6939 We look forward to hearing from you. Very .truly yours, Kenneth B. Black Enclosures Settlement Agreement V MOUNTAINEER REFINERY SITE COMMITTEE MEMBERS' PRIVATE SETTLEMENT AGREEMENT (CASH-OUT WITHOUT REOPENER) This Private Settlement Agreement (this "Agreement") is made and entered into as of the Effective Date indicated On the execution page of this Agreement, by and between the Mountaineer Refinery PRP Committee (the "Committee") and the party whose name is set forth as the Settling Party on the execution page of this Agreement (the ''Settling Party"). BACKGROUND A. The Mountaineer Refinery is located on La Barge Creek Road, one mile west of U.S. Route 189, approximately two miles southwest of La Barge in Lincoln County, Wyoming (the "Site"). Since about 1967, the Site has been operated as an oil refinery and used oil re-refinery by Mountaineer Refining Company. In 1990, EPA ordered the owner/operator to cease operations at the Site. The Committee was formed for the purpose of negotiating with the U.S. Environmental Protection Agency (''EPA'') and the Wyoming Department of Environmental Quality (~DEQ'') in response to action taken by EPA regarding the Site pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as amended (#CERCLA~). Specifically, the members of the Committee entered into an Administrative Order on Consent, Docket No. CERCLA VIII-92-27 (September.29, 1992) (the "Removal Order"), requiring them to conduct a removal action at the Site. The work required under the Removal Order currently is underway. The Committee estimates that the cost to complete the work required by the Removal Order and to reimburse EPA for its response costs could be as much as $7.5 million (~Estimated Removal Costs"). To date, the Committee has incurred costs in excess of $2.9 million. B. EPA may have sent Settling Party a request for information under CERCLA, seeking information relating to, among other things, substances at the Site generated and/or transported by Settling Party. If so, Settling Party has provided a response to EPA's request for information. That response includes, among other information, statements by Settling Party relating to the volume of substances at the Site generated or transported by it. C. In addition, the Committee may have discovered information regarding Settling Party's volume and other involvement at the Site through documents maintained by the owner/operator of the Site or through the testimony of former employees of Mountaineer Refining Company. SLC1-13157.1 22066 0002 D. The Committee contends that it has claims against Settling Party in the nature of cost recovery, contribution, indemnification or otherwise, including but not limited to claims under 42 U.S.C. § 9613(0, for response costs that have been or will be incurred in the future by the Committee with respect to the Site. Settling Party denies that it is liable to the Committee. The parties desire to amicably resolve without litigation the actual and potential claims between them arising with respect to the Site and, to do so, have resolved to enter into this Agreement. E. Bv entering into this Agreement, the Committee and Settling Party agree to resolve all past, present and future liabi of Settling Party with ~respect to the Site, except for any liability or costs (1) arising or resulting from non- compliance with the terms of this Agreement; (2) arising or resulting from a criminal act on the part of Settling Party; (3) incurred by Settling Party with respect to the Site prior to the Effective Date of this Agreement; (4) incurred by Settling Party in responding to a request for information by any governmental agency or the Committee; or (5) arising or resulting from Settling Part)es failure to comply with any court order, judgment or decree. AGREEMENTS For good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows: 1. Settling Part?$ Payments. 1.1 Lump Payment. Within 45 days after the Effective Date, Settling Party shall pay to the Committee an amount (the "Lump Payment") equal to the product of (i) the number of gallons of Settling Party's Volume as shown on the execution page of this Agreement, multiplied by (ii) $7.50. For purposes of this Agreement, ''Set?ling Part3es Volume# means the volume, stated in gallons, of substances disposed of or treated at the Site that :',-ere (i) owned, controlled or possessed by Settling Party, and the disposal or treatment of which, or the transportation for disposal or treatment of which, was arranged by Settling Party or (ii) accepted by Settling Party for transport to the Site. 1.2 (a) Supplemental Payment for Excess Volume. If the Committee reasonably determines, at any time, that Settling Party's Volume exceeds that indicated on the execution page by 10% or more (the full amount of such excess over such Settling Party's Volume being ''Settling Party's Excess Volume"), 'then Settling Party shall pay to the Committee, within 30 days after written notice from the Committee of its determination of Settling Party's Excess Volume, an amount (a "Supplemental Payment for Volume") equal to the product of (i) the number of gallons of Settling Part3es Excess Volume (to the extent not SLC1-13157.1 22066 0002 2 taken into account in previous calculations of Supplemental Payments for Volume), multiplied by (ii) $7.50. . Co) Rebate for Shortfall Volume. If the Committee reasonably determines, from information provided to it by Settling Party that Settling Party's Volume is less than that indicated on the execution page by at least 10% (the full. amount of such shortfall under such Settling Party's Volume being "Settling Party's Volume Shortfall"), then the Conunittee shall pay to Settling Party, within 30 days after making such determination, an amount (a "Rebate for Volume"), equal to the product of (i) the number of gallons of Settling Party's Volume Shortfall (to the extent not taken into account in previous calculations of Rebates for Volume), multiplied by (ii) $7.50. (c) Except as provided in this Agreement, Settling Party's Volume set forth on the execution page may not be modified and is not subject to dispute by Settling Party. From and after the date of any adjustment resulting in a Supplemental Payment for Volume or a Rebate fOr Volume,' the definition of Settling Party's Volume shall mean the volume as adjusted. 1;3 Manner of Payments. All payments required' by this Agreement shall be made by cashier's check or money order payable to the Mountaineer Refinery PRP Committee, delivered to the Committee or Settling Party, as appropriate, at its address indicated on the execution page of this Agreement. 1.4 Late Payments. If any payment required by this Agreement is not timely paid in full, all unpaid amounts shall bear interest until paid at the rate of 12% per annum. 1.5 Dispute of Committee'~ Determination. (a) The Committee's determination of any volume or payment amount described in this Agreement shall be conclusive and binding upon Settling Party unless, within 10 days after any notice given by the Committee to Settling Party of its determination, Settling Party gives written notice to the Committee of its disagreement with such determination. (b) If Settling Party timely disputes the Committee's determination pursuant to subsection 1.5(a), the parties shall meet and attempt in good faith to resolve such dispute. If the parties are unable to resolVe the dispute within 30 days after the Settling Party's notice, or such longer period as they agree upon, the parties shall submit the dispute to arbitration in Salt Lake City, Utah pursuant to the commerdal arbitration rules of the American Arbitration Association. In any such arbitration, the parties shall be entitled to conduct discovery to the full extent of, and in accordance with, the Federal Rules of Civil SLC1-13157.1 22066 0002 3 Procedure as then in effect. The arbitration decision shall be final and binding on the parties, and judgment thereon may be entered in any court having jurisdiction over the matter. The party prevailing in the arbitration (as determined by the arbitrator or arbitrators) shall be entitled to an award of all of its attorneys' fees and costs incurred in the arbitration, and the other party shall bear all expenses of the arbitration. 2. Settling Party's Covenant Not to Sue i~nct Assi~munent. Settling Party covenants that it shall not bring or assert any suit or claim, including but not limited to any third-party suit or claim, in the nature of contribution, indemnification or otherwise,' for or with respect to the Site against the Committee, any of its members, or any person or entity that enters into an agreement with the Committee in which the Committee covenants not to sue such person or entity with respect to the Site, or any of their respective directors, shareholders, officers or employees. The foregoing shall not impair Settling Party's rights to bring or assert any action against the Committee for its failure to timely pay any Rebate for Volume, or otherwise enforce the terms of this Agreement. Settling Party irrevocably assigns and conveys to the Committee, with full power of substitution, all claims, causes of action, counterclaims and other fights, in the nature of contribution, indemnification or otherwise, it may have against any person or entity for or with respect to the Site. Notwithstanding the foregoing, such assignment and conveyance shall not include or impair any rights of Settling Party to recover from its insurers the amounts of the Lump Payment or any Supplemental Payments, provided that such insurers waive all rights of subrogation, if any, with respect thereto. 3. Committee'~ Covenant Not To Sue. Upon receipt by the Committee of the Lump Payment required by Section 1.1 of this Agreement, the Committee covenants that it shall not bring or assert any suit or claim, including but not limited to any third-party suit or claim, for or with respect to any past, present or future liability against Settling Party or any of its directors, shareholders, officers or employees with respect to the Site, provided that nothing in this paragraph shall impair the Committee's rights to bring or assert any action against Settling Party for its failure to timely pay any Supplemental Payments for Volume, or otherwise enforce the terms of this Agreement. 4. Committee's Indemrd .ry. 4.1 (a) Except as set forth below, upon receipt by the Committee of the Lump Payment required by Section 1.1 of this Agreement, the Committee shall indemni~ and hold harmless Settling Party, its directors, shareholders, officers and employees from and against any obligations arising or resulting from Settling Party executing, or authorizing the Committee to execute on the Settling Part3es behalf, the Removal Order, as set forth in Section 5 of this Agreement. SLC1-13157.1 22066 0002 4 Fy) The Committee's indemnification obligations do not extend to any and all losses, costs, expenses, fees, claims, liabilities, damages, fines, penalties, indemnification payments and expenses, attorneys' fees, consultants' and expert witnesses' fees, expenses of litigation and court costs: (i) incurred by Settling Party with respect to the Site prior to the Effective Date of this Agreement; (ii) arising or resulting from a criminal act on the part of Settling Party; (iii) incurred by Settling Party in responding to a request for information by any governmental agency or the Committee; or (iv) arising or resulting from Settling Party's failure to comply with any court order, judgment or decree. 4.2 Procedure. Promptly upon becoming aware of any matter for which Settling Party is entitled to indemnification under Section 4.1, Settling Party shall give to the Committee detailed written notice of such matter and shall thereafter promptly deliver to the Committee copies of all notices, correspondence, pleadings, documents and written materials relating thereto delivered to Settling Party, or of which Settling Party becomes aware, and shall otherwise keep the Committee fully informed with respect to such matter. If any suit shall be threatened or conunenced against Settling Party with respect to such matter, the Committee shall be entitled, at its option, to assume the defense of such suit, at its sole expense, by counsel acceptable to it in its sOle discretion. If the .Committee shall assume the defense of such suit, Settling Party shall cooperate fully with the Committee in such defense and shall, at its own expense, provide .to the Committee such information and make available to the Committee such of its officers, employees and representatives as the Committee shall request. 5. Settlement with EPA. It is the intention of the parties that the Settling Party ~11 receive contribUtion protection pursuant to 42 U.S.C. § 9613 and a covenant not to sue from EPA under 42 U.S.C. § 9622. To receive such contribution protection and covenant not to sue, Settling Party authorizes the Committee to execute on its behalf the Removal Order or any other instrument necessary, in the determination of EPA or the Committee, to secure such covenant not to sue and contribution protection for the benefit of Settling Party and to represent Settling Party for the sole purpose of executing the Removal Order or other instrument on its behalf. 6. Rernedie$. If either party (the 'Breaching Party") breaches its obligations under this Agreement, or if any of its representations or warranties herein are inaccurate or misleading, the Breaching Party shall indemrd/y and hold harmless the other party (the ~Nonbreaching Party') from and against any and all loss, cost, damage, expense and liability (including attorneys' fees and costs)arising or resulting there&om. In addition, the Nonbreaching Party may, at its option, terminate this Agreement without further liability or obligation, or suspend or cease performance of any of its obligations without terminating this Agreement. SLC1-1.3157.1 22066 0002 5 Without limiting the generality of the foregoing, if Settling Party is the Breaching Party, the Committee shall have no obligation to perform its covenants and obligations under Sections 3 or 4 and, if it has undertaken indemnification of Settling Party pursuant to Section 4, may cease and withdraw from such indemnification and recover from Settling Party its costs and expenses (including attorneys' fees and expenses of litigation) incurred in such indemnification Agreement. The remedies provided in this section shall not limit or impair any other remedies available to a Nonbreaching Party under this Agreement, at law or in equity, and all remedies shall be cumulative. 7. Representations and Warranties. 7.1 Settling Party'. s Representations and Warranties. Settling Party represents and warrants to the Committee that: (a) If applicable, in response to the inquiry sent to it by EPA asserting the authority of section 104(e) of CERCLA, 42 U.S.C. § 9604(e), Settling Party made a complete and thorough investigation of all documents, information and sourCes relevant to EPA's inquiry and provided a complete, truthful and accurate response, and such response contained all documents and information responsive to EPA's inquiry. Settling Party's Volume is not more than set forth on the execution page of this Agreement. Co) In the event Settling Party did not receive an information request from EPA, Settling Party made a complete and thorough investigation of all documents, information and sources related to this matter in its possession and, based on that review, Settling Party's Volume is not more than set forth on the execution page of this Agreement. (c) Settling Partses execution, delivery and performance of this Agreement are within its power and have been duly authorized, and this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. If the Settling Party is not an individual, the individual executing this Agreement on its behalf has all requisite authority to do SO. 7.2 Committee's Revresentations and Warranties. represents and warrants to Settling Party that: The Committee (a) The Committee's execution, delivery and performance of this Agreement are within its power and have been duly authorized by its members, and this Agreement constitutes the legal, valid and binding several, but not joint, obligation of each of its members, enforceable against each of its members in accordance with its terms. The individual executing this Agreement on behalf of the Committee has ail requisite authority to do so. $LC1-13157.1 22066 0002 6 (b) The Committee was established by the Group Participation Agreement for the Mountaineer Refinery Site (the "Group Participation Agreement#), under which ~ current members of the Committee are, and all future members of the Committee will be, bound. The current members of the Committee are listed in Exhibit 1 attached hereto. The Group Partidpation Agreement provides, among other things, that: (i) the obligations and liabilities of the Committee hereunder are the several, but not joint, obligations and liabilities of each of the current and future members of the Committee as set forth in the ~Group Participation Agreement,~ and (ii) such obligations and liabilities are allocated among such members for purposes of their several liability hereunder. 8. Misce!laneo~. 8.1 Supplementi~l Information. Settling Party shall promptly deliver to the Committee true and correct copies of all documents relating to Settling Party's Volume or the constituents thereof or its activities with respect thereto or to the Site, that it may discover, or which may come to its attention, at anytime after the' Effective Date of this Agreement. 8.2 Integration. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes any and all other discussions, negotiations, representations, understandings and agreements between the parties. This Agreement may not be modified except by written agreement executed by both parties. 8.3 Notice~. All notices under this Agreement shall be made in writing and transmitted by U.S. certified mail, return receipt requested, to the address of the recipient set forth on the execution page of this Agreement, or to such other address as either party shall have specified by written notice given in accordance with this Section. All notices shall be effective upon the earlier of receipt or the date that is 5 days after mailing. 8.4 Binding Effect. This Agreement shall be bincting upon and shall inure to the benefit of the parties, their heirs, successors and assigns. Without limiting the foregoing, this Agreement shall be binding upon each and every one of the current and future members of the Committee, severally, but not jointly, in proportion to their allocation under the Group Participation Agreement of their obligations and liabilities hereunder. No person or entity not a party hereto, or its heirs, successors and assigns, shall have any fights or benefits hereunder, as a third, party beneficiary or otherwise. The individual executing and delivering this Agreement for the Committee is acting for and on behalf of the Committee only and does not by doing so bind himself or herself individually or bind the Committee member for which he or she is a representative; provided, however that this sentence shall not limit the several liability hereunder of such Committee member. SLC1-13157.1 22066 0002 7 8.5 ]urisdiction. Actions by either party to enforce the terms of this Agreement shall be brought in any court of competent jurisdiction in the State of Wyoming. The Committee, for itself and each of its current and future members, and Settling Party each submit to the personal jurisdiction of such courts and waive any fight to assert that venue in such courts is improper or that such courts are an inconvenient forum. 8.6 No Admission of Liabili .ty: No Release of Nonparties. This Agreement shall not constitute nor shall it be used as evidence of any admission of law or fact, or a waiver of any fight or defense by the parties, except as expressly set forth herein. The parties do not admit to any fact or to any liability under, or violation of, any federal, state or local law, rule or .regulation, and no part of this Agreement shall constitute such an admission. This Agreement is not intended to, nor shall it, release, discharge or affect any fights or causes of action that either of the parties hereto may have against any other person or entity, except as otherwise expressly stated herein, and each of the parties reserves all such fights. 8.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to the conflict of laws principles of the State of Wyoming. 8.8 Counter~. arts. This Agreement may be executed in counterparts, and all counterparts executed shall constitute one agreement binding on all parties hereto.' SLC1-13157.1 22066 0002 8 below. This Agreement has been executed as of the Effective Date stated SETTLING PARTY COMMITTEE Mountaineer Refinery PKP Committee By: Name: Title: By: Name: Jeffrey B. Groy Title: Chairperson SETrLING PARTY'S ADDRESS A~n: Telecopier: COM2'.,fITI'~'S ADDRESS Stoel Rives Boley Jones & Grey One Utah Center 201 South Main Street, Suite 1100 Salt Lake City, Utah 84111-4904 At-tn: Jeffrey B. Groy Telecopier: (801) 578-6999 EFFECTWE DATE: · 1995 SETII2NG PARTY'S VOLLrME: TOTAL SEXTI.EMENT AMOUNT (Amount Due Based on Settling Part3~s Volume) <,~' .~'tr.,~::t~,'~Amount Previously Paid by Settling. Party Total Amount Due SLCl-lB157.1 22066 0O02 9 Exhibii ~ tO Mountaineer Refinery Site Private De Minimis Settlement Agreement (Cash-Out Without Reopener) Committee Members as of the Effective Date ACD, Inc. Aeromil Engineering Co. Inc. All Barm Enterprises, Inc./Anatek BFM Energy Products Corporation Basin Marine, Inc. Black Butte Coal Company Bridger Coal Company C.C. Industries California Forklift Company Chevron Chemical Company City of Tustin Coast Transmission Conversion Equipment Corporation Cooper Industries Dynamic Ah' Corporation Elpac Electronics, Inc. Exotic Materials, Inc. Exxon Company, U.S.A. FMC Corporation Fleischli Oil Company Gulfstream Aerospace Corporation · Gulton Industries, Inc. Halliburton Energy Services Harbert-Yeargin, Inc. (Project Construction Corporation) Hayden, Inc. Industrial Enterprises Industrial Parts Depot, Inc. International Transportation Services, Inc. K N Energy, Inc. Kern Engineering and Manu/acm.fing Corporation Los Angeles County Metropolitan Transit Authority Morrison Knudsen Corporation Nelco Products, Inc. Newport Corporation Northwest Pipeline Corp. Orange Coast Jeep Orange County Boiler Pacific Plastics Inc. Pacific Power & Light, a division of PacifiCorp Pacific Scientific Company Paul-Munroe Engineering Pittsburg & Midway Coal Mining Company RPM Trucking & Hot Shots, Inc. Rh6ne-Poulenc/Stauffer Chemical Rosan Products Santa Aha Honda Searle Brothers Separation and Recovery Systems Sinclair Oil Corporation Smith International, Inc./Dyna Drill Spring Creek Coal Company Sun Eight Co., Inc. Srmrivair Sweet'water County Taylor-Dunn Manu/acturing Company Textron Inc.- Cherry, Division TriState Oil Reclaimers I.JFE, Inc. Union Pacific Railroad Viking Products The Walt Disney Company Wilson & Hampton Painting Contractors ZAC Industries SLC~I-1.TI~7.1 22066 0002 1 0