HomeMy Public PortalAbout009-2010 - Metro - Vectren - Contribution Settlement AgreementSETTLEMENT AND CONTRIBUTION AGREEMENT
THIS AGREEMENT is entered into this 28th day of January 2010, by and between the
City of Richmond, Indiana, through its Board of Public Works and Safety (hereinafter referred to
as "CITY") and Indiana Gas Company, 1800 West 26th Street, Muncie, IN 47302 (hereinafter
referred to as "Indiana Gas").
WHEREAS, CITY currently owns property in an area of Richmond, Indiana, which
property is commonly referred to as the "Richmond Gas Building," located at 16 East Main
Street, Richmond, Indiana, 47374, and which property, prior to ownership by CITY, was a
Manufactured Gas Plant (MGP) Site;
WHEREAS, Richmond Gas Company, a subsidiary of Indiana Gas, previously owned the
above described property and has been working closely with the CITY to allow CITY to
rehabilitate and remediate the property according to Indiana Finance Authority and Indiana
Brownfields Programs guidelines;
WHEREAS, the Parties believe it is in their best interest to try to resolve fully and
permanently among themselves all disputes which now and hereafter may exist between them
with respect to the actual, alleged, threatened or potential presence, migration, discharge,
dispersal, seepage, emission, release, disposal, dumping, landfilling or escape of any hazardous
substance, petroleum hydrocarbon, pollutant, contaminant, or waste of any kind whatsoever
(collectively "Environmental Contamination") originating at or from the Richmond Gas Building
property;
WHEREAS, CITY has obtained or will obtain funds in an amount not to exceed One
Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00) in the form of a Grant from the
Indiana Finance Authority (hereinafter "IFA Grant") so that CITY may proceed with a
Brownfield Cleanup Grant Program to remediate the Environmental Contamination at the above
described property (hereinafter "remediation project");
WHEREAS, VECTREN wishes to contribute to the CITY's Brownfield Cleanup Grant
Program remediation project and provide the local match required by CITY pursuant to the IFA
Grant (75% of Grant funds disbursed by the IFA, plus an additional amount up to a total not to
exceed $150,000) so that the Richmond Gas Building property can be remediated; and
WHEREAS, Indiana Gas is willing to contribute One Hundred Fifty Thousand Dollars
and Zero Cents ($150,000.00) toward CITY's required match for services rendered in connection
with the remediation project.
NOW, THEREFORE, in consideration of the terms and conditions contained herein,
including the above stated recitals, the parties agree as follows:
1. REMEDIATION BID SPECIFICATIONS — Indiana Gas agrees that it has provided
Bid Specification documents in connection with the remediation project. CITY hereby agrees to
Contract No. 9-2010
SETTLEMENT AND CONTRIBUTION AGREEMENT
Indiana Gas Company and City of Richmond, Indiana
Page 2 of 3
utilize finalized Bid Specification documents provided by Indiana Gas and proceed with the bid
letting process through Requests for Proposals, as set forth in Indiana Code ("IC") 5-22-9, and in
compliance with IC 5-16-11.1 (professional services) and/or IC 36-1-12 (other activities), as
applicable in accordance with its IFA Grant, in order to proceed with the remediation project.
2. CONTRIBUTION BY Indiana Gas — Indiana Gas agrees to pay to CITY One
Hundred Fifty Thousand Dollars and Zero Cents ($150,000.00) as contribution for the required
match the CITY must provide under the IFA Grant (and to satisfy the estimated total project cost
of $300,000) in order to proceed with the Richmond Gas Building remediation project. Nothing
in this Agreement, nor any acts or omissions related hereto, is, or shall be considered, an
admission, concession, acknowledgement, interpretation or construction of any alleged liability
by Indiana Gas. Rather, the Agreement has been entered into without any concession of liability
or non -liability whatsoever.
3. INVOICE SUBMITTAL BY CITY - CITY agrees to submit remediation invoices to
Indiana Gas. Indiana Gas agrees to pay one-half of each invoice sent by CITY until such time as
Indiana Gas has paid the total sum of One Hundred Fifty Thousand Dollars and Zero Cents
($150,000.00).
4. GRANT DRAW — In the event CITY receives a lesser amount from the Grant draw,
due to the project costs falling below Three Hundred Thousand Dollars and Zero Cents
($300,000.00), Indiana Gas shall only be responsible to contribute a total amount equal to the
amount drawn by CITY from the Grant funds, not to exceed $150,000.00
5. RELEASE AND CONVENANT NOT TO SUE — The CITY does hereby, on behalf
of itself and its affiliates, assigns, officers, employees, agents, insurers, and all other
representatives or persons acting by, through, under or in concert with them, absolutely,
irrevocably, and unconditionally, fully and forever acquits, releases, covenants not to sue, and
discharges the Indiana Gas Parties, absolutely and forever, from any and all claims, demands,
damages, actions or causes of action, known or unknown, suspected or alleged, of any kind or
nature whatsoever, which now exist, have existed, or that may hereafter exist, and that arise out
of or relate to the presence, release, or threatened release of any Environmental Contamination at
or migrating from the Richmond Gas Building property or any remediation thereof.
6. MISCELLANEOUS — The terms of this Agreement shall be subject to all ordinances of the
City of Richmond and the laws of the State of Indiana and shall be binding upon the parties, their
heirs, personal representatives, successors and assigns. It constitutes the entire agreement
between the parties and any alterations, amendments or modifications must be in writing and
SETTLEMENT AND CONTRIBUTION AGREEMENT
Indiana Gas Company and City of Richmond, Indiana
Page 3 of 3
signed by both parties. Any person executing this Contract in a representative capacity hereby
warrants that he has been duly authorized by his or her principal to execute this Contract.
IN WITNESS WHEREOF, the parties execute this agreement as of the date first written
above, although signatures may appear on a different date.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works & Safety
By:_S/S Vicki Robinson
Vicki Robinson, President
By:_S/S Dian Lawson
Dian Lawson, Member
By:_S/S Mary Jo Flood
Mary Jo Flood, Member
Date: February 4, 2010
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: February 5, 2010
"CONTRIBUTOR"
Indiana Gas Company
1800 West 26th Street
Muncie, IN 47302
By:_S/S
Title: V.P. General Counsel
Date: February 13, 2010