Resolution 2015-148 RESOLUTION 2015- 1 4 8
A RESOLUTION OF THE Collier County Board of County Commissioners IN THE
STATE OF Florida ACCEPTING A FULL AND
FINAL SETTLEMENT OF ALL CLAIMS AGAINST BP
AND OTHERS RESULTING FROM THE DEEPWATER
HORIZON OIL SPILL, AUTHORIZING THE EXECUTION
AND DELIVERY OF A GENERAL RELEASE AND OTHER
NECESSARY DOCUMENTS AND PROVIDING AN
IMMEDIATELY EFFECTIVE DATE.
BE IT RESOLVED by the Collier County Board of County Commissioners (government entity) in the State of
Florida that the County (government entity) herby accepts BP's offer to pay the
amount of $2,488,293.00 for the County's (government entity's) economic losses
and as full and final settlement of all claims against BP and others resulting from the Deepwater
Horizon Oil Spill; and
BE IT FURTHER RESOLVED that the Board Chairman (authorized government
official or designee) is authorized and directed to execute and deliver to BP a general release, in
the form attached hereto (the "Release"), of all damages resulting from or associated with the
Deepwater Horizon Oil Spill, in favor of BP and all entities associated with that incident as listed
in the attached Release,which form and substance are hereby approved; and
BE IT FURTHER RESOLVED that the execution of the Release shall be deemed
conclusive evidence of the approval and acceptance of the Release.
THIS RESOLUTION shall take effect immediately upon its execution.
RESOLVED, PASSED, APPROVED AND ADOPTED this`Alday of July, 2015.
(GOVERNMENTAL ENTITY NAME)
Collier County Board of County Commissioners
By:Tim Nance
Its Chairman
ATTE DWm E. BROCK, CLERK
By: r.•*# •L.
Imp 40'119 RK
Attest as to Chaf man'S' Appro orm and legality
signature only.
Jeffrey A. Klatzkow, County Attorney
SETTLEMENT COMMUNICATION: EXEMPT UNDER FOIA AND
CORRESPONDING STATE OPEN RECORDS ACTS; SUBJECT TO
CONFIDENTIALITY ORDER ISSUED MAY 15,2015,PTO NO. 38 AND FRE 408
FULL AND FINAL RELEASE, SETTLEMENT,AND COVENANT NOT TO SUE
1. Definitions: For purposes of this Agreement,the following definitions shall apply, and in
the case of defined nouns the singular shall include the plural and vice versa:
a. "Agreement"means this Full and Final Release, Settlement, and Covenant Not to
Sue.
b. `BP Entities" shall mean BP p.l.c., BP Corporation North America Inc.
("BPCNA"), BP Exploration and Production, Inc. ("BPXP"), and any parents,
subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents
and representatives of any of the foregoing.
c. "Claimant" shall mean Collier County BOCC, individually, and the Claimant's
Affiliates.
d. "Claimant's Affiliates" shall mean Claimant's subdivisions, agencies,
associations, authorities, boards, bureaus, councils, departments, educational
institutions or systems, components, public benefit corporations,public-private
partnerships, or other instrumentalities of any kind (including any business or
organization of any type that is owned in whole or at least 51% in part by the
Claimant or any other Claimant's Affiliate and any entity where the Board of
Directors is appointed by the Claimant), administrators, elected or unelected
officials or officers, delegates, assigns, insurers, attorneys, or other agents of any
kind.
e. "Claims" shall mean any and all claims or causes of action, whether in law or in
equity, known or unknown, direct or indirect,past,present, or future, between the
Claimant, on the one hand, and any Released Party, on the other, arising from or
related to the Deepwater Horizon Incident, including but not limited to (1)
Economic Claims; (2)any claims that were or could have been asserted by
Claimant in MDL 2179; and/or(3) any claims for fines,penalties, or criminal
assessments, injunctive relief, punitive damages, exemplary damages, economic
damages, or other liabilities that were or could have been asserted by Claimant in
any civil, criminal or administrative proceeding. For the avoidance of doubt,
Claims includes any and all such claims or causes of action regardless of the legal
or equitable theory or nature under which they are based or advanced including
(but not limited to) legal and/or equitable theories under any federal, state, local,
administrative and international law, and including(without limitation) statutory
law, codal law,regulation, common law, or equity, and whether based in maritime
law, strict liability, negligence, gross negligence,punitive damages, nuisance,
trespass, and all other legal and equitable theories, whether existing now or
arising in the future, arising from or in any way relating to the Deepwater Horizon
Incident. Notwithstanding the foregoing, Claims shall not include claims for
punitive or exemplary damages against Transocean Inc., Transocean Holdings
LLC, Transocean Ltd., Transocean Deepwater Inc, Transocean Offshore
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SETTLEMENT COMMUNICATION: EXEMPT UNDER FOIA AND
CORRESPONDING STATE OPEN RECORDS ACTS; SUBJECT TO
CONFIDENTIALITY ORDER ISSUED MAY 15,2015, PTO NO. 38 AND FRE 408
Deepwater Drilling Inc., Triton Asset Leasing GmbH, and Halliburton Energy
Services Inc.
f. "Deepwater Horizon Incident" shall mean events, actions, inactions, and/or
omissions leading up to and including the following: (i)discharges of
hydrocarbons or other substances from the Macondo Well, including discharges
from,through, or into the Deepwater Horizon mobile offshore drilling unit
(including its appurtenances) ("Deepwater Horizon"), occurring on or after April
20, 2010, regardless of any subsequent movement of such hydrocarbons or other
substances; (ii)the blow-out of the Macondo Well; (iii)the explosion and fire on
the Deepwater Horizon; (iv)the sinking and/or loss of the Deepwater Horizon;
(v)any and all containment efforts related to the Macondo Well; (vi) construction
of relief wells related to the Macondo Well; (vii) any and all clean-up,
remediation, removal, response, and/or restoration efforts related to the foregoing,
including but not limited to the Vessels of Opportunity program, the application
of dispersants, and any diversion of fresh water; and (viii) operations of any
claims facility related to the foregoing.
g. The term"Economic Claims" shall mean any claim or cause of action related to
economic loss,property damage, business interruption, breach of contract, loss of
royalties, lost tourism, liens, revenue,taxes, operating costs, expenses, rents, fees,
profit shares, earning capacity, injuries, or any other costs, losses, or damages,
including without limitation, any claim arising out of the Oil Pollution Act
("OPA"), 33 U.S.C. §2702(b), state or federal common law, maritime law, or any
other applicable provision of law.
h. "Macondo Well" shall mean the exploratory well named "Macondo"that was
being drilled by the Transocean Marianas and Deepwater Horizon rigs in
Mississippi Canyon, Block 252 on the outer continental shelf in the Gulf of
Mexico, approximately 130 miles southeast of New Orleans, Louisiana.
i. "Released Parties" shall mean anyone who is or could be responsible or liable in
any way for the Deepwater Horizon Incident or any damages related thereto,
including but not limited to those liable for the Claims, whether a person,
company or governmental entity, including but not limited to (i)the BP Entities;
(ii) contractors and subcontractors of the BP Entities; (iii) the parties listed on
Attachment A hereto and any related parties indemnified by any BP Entity with
respect to the Deepwater Horizon Incident; (iv) the Deepwater Horizon Oil Spill
Trust dated August 6, 2010; (v) the federal Oil Spill Liability Trust Fund and any
state or local fund; and(vi)for each of the foregoing, their respective parents,
subsidiaries, affiliates, successors, assigns, officers, directors, employees, agents
and representatives.
j. The verb"release,""releases,""released,"and its cognate forms shall mean all
forms of acts or deeds to release, acquit, forever discharge, and covenant not to
sue on any sort of claim.
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c,�
SETTLEMENT COMMUNICATION: EXEMPT UNDER FOIA AND
CORRESPONDING STATE OPEN RECORDS ACTS; SUBJECT TO
CONFIDENTIALITY ORDER ISSUED MAY 15,2015,PTO NO. 38 AND FRE 408
2. In consideration of the payment of$2,488,293.00 from BPXP, Claimant hereby releases
BPXP, all other BP Entities, and all other Released Parties from and for any and all
Claims that Claimant may have or purport to have.
3. By executing this release, Claimant warrants and understands that it is forever giving up
and discharging, without any right of legal recourse whatsoever, any and all rights it has
or may have to the Claims against the Released Parties.
4. Claimant shall not assert any Claim against any Released Party.
5. Upon receipt and acceptance by BP of all governmental releases,payment will be made
within 30 days, as per the instructions of each local entity, contained in the Agreement.
Within 10 days thereafter, Claimant shall dismiss, or caused to be dismissed, with
prejudice any litigation or other proceeding concerning any pending Claims filed by or on
behalf of Claimant or any of Claimant's Affiliates against the BP Entities or any other of
the Released Parties. Claimant also will withdraw from any existing class action and will
not join any new class actions or similar procedural devices concerning the Claims.
6. As this Agreement is fully and completely resolving the Claims, BP is hereby subrogated
to any and all rights that Claimant or any of Claimant's Affiliates have arising from or in
any way related to the Deepwater Horizon Incident for those Claims.
7. The payment to Claimant is made without any admission of liability or wrongdoing by
BPXP, any other BP Entity, or any other Released Party, and is made purely by way of
compromise and settlement.
8. The United States District Court for the Eastern District of Louisiana will retain
jurisdiction over this Agreement for the purposes of enforcement of the Agreement and
any dispute(s) arising thereunder. Any and all disputes, cases, or controversies
concerning this Agreement, including without limitation disputes concerning the
interpretation or enforceability of this Agreement, shall be filed in the United States
District Court for the Eastern District of Louisiana accompanied by a legal request made
on behalf of any complainant party(whether one of the Released Parties or the Claimant
or the Claimant's Affiliates) for such dispute to be made part of the multidistrict litigation
pending before that Court,titled In re Oil Spill by the Oil Rig "Deepwater Horizon" in
the Gulf of Mexico, on April 20, 2010, MDL No. 2179 (E.D. La.) ("MDL 2179"), or in
any United States District Court with venue if, but only if, MDL 2179 has been
terminated by the time any dispute concerning this Agreement is filed. No action(s) to
enforce this Agreement shall be filed in any state court. Claimant and the Released
Parties agree not to contest the existence of federal jurisdiction in MDL 2179 or a United
States District Court with venue if, but only if, MDL 2179 has been terminated by the
time any dispute concerning this Agreement is filed.
9. This Agreement constitutes the final, complete, and exclusive agreement and
understanding between BPXP and Claimant and supersedes any and all other agreements,
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SETTLEMENT COMMUNICATION: EXEMPT UNDER FOIA AND
CORRESPONDING STATE OPEN RECORDS ACTS; SUBJECT TO
CONFIDENTIALITY ORDER ISSUED MAY 15,2015,PTO NO.38 AND FRE 408
written or oral, between any BP Entity and Claimant with respect to such subject matter
of this Agreement.
10. This Agreement shall remain effective regardless of any appeals or court decisions
relating in any way to the liability of the Released Parties.
11. Claimant shall not make public statements disparaging any BP Entity with respect to this
Agreement or the matters addressed therein.
12. Payment shall be made in accordance with the following instructions:
Beneficiary Name
Payment Method (Wire Transfer or Check):
Tax ID (E1N)
W-9 Form attached:
For Checks: Mailing Address:
For Wire Transfer:
Account No:
Routing No:
Swift Code (if applicable):
13. Claimant represents and warrants that(i) its undersigned representative has authority to
execute this Agreement on behalf of Claimant; and (ii) it has not sold or otherwise
transferred or assigned any of the Claims, or any interests in such Claims.
14. Claimant is providing(i) herewith, a resolution or other binding authorization authorizing
the undersigned signatory to execute this Agreement on behalf of Claimant and (ii)prior
to payment by BPXP a legal opinion of Claimant's counsel concluding that the resolution
or other binding authorization provided herewith is valid and the signatory signing on
behalf of Claimant has the legal authority to settled litigation and claims on behalf of
Claimant.
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SETTLEMENT COMMUNICATION: EXEMPT UNDER FOIA AND
CORRESPONDING STATE OPEN RECORDS ACTS; SUBJECT TO
CONFIDENTIALITY ORDER ISSUED MAY 15, 2015, PTO NO. 38 AND FRE 408
Claimant: Collier County Board of County Commissioners
By:
TIM NANCE, CHAIRMAN
ATTEST:
DWIGHT i `O:ROC 'Clerk
By _�- t+ R." s_. °C_
Accepted by BPXP '
Attest t�• an s
e;s4n A4i(rn ►IV.
By: App •v- form and legality
Jeffrey Ao Kl;tzkow,County Attorney
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(;)
SETTLEMENT COMMUNICATION: EXEMPT UNDER FOIA AND
CORRESPONDING STATE OPEN RECORDS ACTS; SUBJECT TO
CONFIDENTIALITY ORDER ISSUED MAY 15,2015,PTO NO. 38 AND FRE 408
Attachment A to Local Entities Release/Attachment 3 to State Agreement in Principle—
Released Parties
Anadarko Exploration & Production LP
Anadarko E&P Company LP
Anadarko Petroleum Corporation
Art Catering, Inc.
Cameron Corporation
Cameron International Corporation
Cameron International Corporation f/k/a Cooper Cameron Corporation
Cameron International Corporation d/b/a/Cameron Systems Corporation
Court Supervised Settlement Program in MDL 2179 and its Administrators, Employees, and
Agents
Deepwater Horizon Oil Spill Trust, Trustees and Employees
Dril-Quip, Inc.
Gulf Coast Claims Facility, Administrators, Employees, and Agents
Halliburton Energy Services, Inc.
LLOG Exploration Offshore, L.L.C.
LLOG Bluewater, L.L.C.
LLOG Bluewater Holdings, L.L.C.
Lloyd's Syndicate 1036
Mitsui & Co., Ltd.
Mitsui & Co. (U.S.A.), Inc.
Mitsui Oil Exploration Co., Ltd.
Ministry of Economy, Trade and Industry of the Government of Japan
M-I Drilling Fluids L.L.C.
M-I, LLC a/k/a M-I Swaco
MOEX Offshore 2007 LLC
MOEX USA Corporation
Oceaneering International, Inc.
Oil Spill Liability Trust Fund
QBE Marine & Energy Syndicate 1036
QBE Underwriting Ltd.
Schlumberger, Ltd.
Sperry Drilling Services f/k/a Sperry Sun Drilling Services
Transocean Deepwater Inc.
Transocean Holdings LLC
Transocean Inc.
Transocean Ltd.
Transocean Offshore Deepwater Drilling Inc.
Triton Asset Leasing GmbH
Weatherford International, Inc.
Weatherford U.S. L.P.
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TO WHOM IT MAY CONCERN:
RE: Full and Final Release, Settlement and Covenant Not to Sue
In re Oil Spill by the Oil Rig"Deepwater Horizon" in the Gulf of Mexico, on
April 20, 2010, MDL No. 2179 (E.D. La.)("MDL 2179")
Collier County Board of County Commissioners (Entity Name)
I am the attorney for Collier County Board of County Commissioners, I am of the legal opinion that
the Board Chairman, Tim Nance, has the legal authority to execute the Full and Final
Release, Settlement, and Covenant Not to Sue for and on behalf of
Collier County ,
Regard ,
lid'
' k ii
Jeffrey l�.kow, County Attorney
(Attor •y me)