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 ENVIRONMENTAL JUSTICE
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    USING DISPUTE RESOLUTION TECHNIQUES TO ADDRESS
              ENVIRONMENTAL JUSTICE CONCERNS
                             Case Studies
                              Prepared by
                     The Consensus Building Institute
                             Cambridge, MA
                     consensus building institute, inc.
                             Sponsored by
                   The Office of Environmental Justice
                    Environmental Protection Agency
                            Washington, D.C.
This work was supported by the Office of Environmental Justice, under Assistance Agreement No. CEQ-829714.
The views expressed herein should not be attributed to EPA nor should any official endorsement be inferred.

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This manuscript was written by Gregg R Macey and Lawrence Susskind of the Consensus
     Building Institute and edited by Jennifer Thomas-Larimer of Larmer Consulting.
   Project management was provided  by Patrick Field and Mary Skelton Roberts of the
   Consensus Building Institute. Don  Edwards of Justice and Sustainability Associates
 offered review and consultation. Cover design by Christine Cerqueira Caspar and Caitlin
Steele. We  sincerely thank the Environmental Protection Agency's Office of Environmental
  Justice for their funding, direction, and guidance.  Finally, we are indebted to the many
 residents of Swansea, Elyria, Kennedy Heights, Richmond, Rodeo, Crockett, Bayo Vista,
     Manchester, Smith Addition, and Harrisburg, and those who continue to work
              in these communities,  who entrusted us with their stories.
                  © 2003 by The Consensus Building Institute and
         the Office of Environmental Justice, Environmental Protection Agency

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USING DISPUTE RESOLUTION TECHNIQUES TO ADDRESS ENVIRONMENTAL JUSTICE CONCERNS:
Case Studies
TABLE OF CONTENTS





Introduction



Case 1: Windows of Opportunity for Mediation in Swansea-Elyria, Colorado



Case 2: Negotiating with a Captive Audience in Kennedy Heights, Texas



Case 3: Anticipating the Status Quote in Manchester, Texas



Case 4: Seeking Good Neighbor Agreements in California

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(This space is intentionally left blank.)

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USING DISPUTE RESOLUTION TECHNIQUES TO ADDRESS ENVIRONMENTAL JUSTICE CONCERNS:  Case Studies
         INTRODUCTION

         A leak at a petrochemical plant releases a plume of su If uric acid across 15 square miles,
         sending 24,000 people to the hospital. A refinery releases more than 100 tons of a toxic
         substance over four communities for 16 days, causing neurological disorders, skin reac-
         tions, and eye problems. A neighborhood  built over abandoned crude oil storage pits and
         exposed to hydrocarbons for 20 years experiences a wave of cancer and lupus cases. A
         railroad tanker car parked several yards  from  homes and  a community center releases
         3,300 gallons of hydrochloric acid into the air, causing the evacuation of 300 people.

         For better or worse, these kinds  of accidents and discoveries of contamination open a
         window of opportunity in which environmentally overburdened communities can engage
         with the industrial facilities in their midst. The crises  offer rare glimpses into the routines
         and standard operating procedures that allow facilities to function in close proximity to res-
         idential neighborhoods, conform to permit and other regulatory requirements, promote a
         perception that the risks they present are within acceptable limits, and avoid state-  or cit-
         izen-sponsored threats to the legitimacy of their operations. Advocates of environmental
         justice are learning how to take advantage of these moments, for they represent clear yet
         fleeting chances to improve environmental conditions, alter community-corporate relations,
         and consider more holistically the interests of those  who reside in what are typically low-
         income communities of color.

         But do such opportunities actually result in change for the better? Do these crises encour-
         age improvements to  plant safety, preparedness, emergency response capabilities,  or
         citizen roles in mitigation, monitoring, and decision making? Traditionally, residents in over-
         burdened communities have responded to these kinds of crises with litigation, with mixed
         results.

         This report looks at other means of redress: it contains six case studies that point to the
         growing use of "alternative dispute resolution" approaches within environmental justice
         communities, and illustrates the varying results achieved through these means. Our goal
         is to make sense of early efforts by residents to negotiate with the owners and operators
         of these facilities, to consolidate lessons learned  and to present advice regarding com-
         munity-corporate negotiation for future generations of activists, community-based organi-
         zations, regulators, elected officials, and researchers.

         The case studies were  commissioned by the U.S. Environmental Protection Agency's Office
         of Environmental Justice. The Office is interested in developing a better understanding of
         the many potentials and  pitfalls of using a variety of dispute resolution mechanisms  to
         resolve environmental disputes in communities faced  with either a growing threat of  pollu-
         tion or the  aftermath of an  industrial accident.

         The cases  represent the results of six months of field research, including site visits, inter-
         views with almost 80 residents and key informants, archival research (primary sources and
         print media), and the analysis of environmental data from government  agencies. Three
         regions representing clusters of  dangerous industries were chosen for the six cases:
         Contra Costa County, California; Houston, Texas; and North Denver, Colorado. Within each
         region, two cases were chosen for which substantial documentation of environmental bur-
         dens, dispute histories, and the negotiations that took  place  was available.  Each  case

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                                                                                   INTRODUCTION
presents information regarding the geography and social forces at
work within the  community, antecedents  to conflict with area
industries, the development of a specific dispute, and steps taken
to resolve the dispute. A final chapter offers a discussion of les-
sons learned by the communities in the many months they have
spent organizing,  pursuing litigation, experimenting with  conflict
resolution, and implementing the  agreements that resulted.

The Limitations of Litigation

When a window of opportunity opens following an industrial acci-
dent or the  discovery of contamination,  residents face clear
choices about  how best to pursue their  interests. The cases
selected In this report involve communities that have pursued jus-
tice  through a wide range of means. The search for court-ordered
remedies in these situations is well-represented here, in the form
of toxic tort, community right-to-know, and Clean Air Act litigation.
But  litigation has potentially disruptive effects,  and residents
often find it difficult to achieve legal redress through environmen-
tal justice claims.1 While  a few recent legal victories are  encour-
aging,2 the record of environmental justice litigation paints a less-
than-optimlstic  picture. The coupling of civil rights concerns with
claims of environmental harm has, with few exceptions, failed  to
produce legal remedies for alleged environmental  injustices over
the past 20 years.3 It is thus important to consider the underlying
costs of environmental justice litigation.
1 G.F? Macey and I.E. Sussklnd, "The
Secondary Effects of Environmental Justice
Litigation," Virginia Environmental Law
Journal 20, no. 3 (2001): 431-478.

2 For example, the Fourth Circuit Court of
Appeals recently futed that the case of
Franks v. Ross, regarding trie siting of a
landfill In a minority area In North Carolina,
can proceed, its claims regarding an ongo-
ing pattern of Intentional discrimination by
Wake County in its siting of landfills are
allowed under Title VI, according to the
Supreme Court's Interpretation of
Alexander v. Sandoval, 532  U.S. 275
(2001).

3 In one exception, North Carolina DOT v.
Crest Street Commun/ty Council, 479 U.S.
6, 8, 9,11 (1986), the parties agreed that
the extension of the East-West Freeway
would constitute a  Title VI violation, and a
negotiated settlement rerouted the free-
way.

4 See Q.I? Lopez, Rebellious Lawyering:
One Chicane's Vision of Progressive Law
Practice. (San Francisco: Westview Press,
1992).

B L.W. Cole, "Empowerment as the Key to
Environmental Protection: The Need for
Environmental Poverty Law," Ecology Law
Quarterly 19 (1992): 618-683,
     > The use  of litigation as a primary strategy for combating
    environmental injustices  Ignores  the significant  resources
    (time, money, opportunity costs) required to advance a legal
    claim and the uneven playing field in which these claims tend
    to be addressed.

     > Questions of legal standing and the need to have a "live
    controversy" result in few environmental justice cases being
    decided on  the merits. In other words, the underlying causes
    of resident  discontent are often superceded by the need to
    rule on strictly procedural matters.

     > Litigation heightens the dependency experienced by victims
    of environmental injustice,4 by  requiring  that they rely on
    experts and outside help as opposed to local knowledge.5
     t Litigation can increase the  sense of isolation experienced
    by victims of environmental injustice, because it focuses on a
    few select plaintiffs  rather than the diverse  interests of an
    entire community. The fact that environmental justice litiga-
    tion can be analyzed  through the use of a limited set of cate-
    gories (e.g., the Equal Protection clause of the Constitution,

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USING DISPUTE RESOLUTION TECHNIQUES TO ADDRESS ENVIRONMENTAL JUSTICE CONCERNS:  Case Studies
  6 D.L Anderton, et al., "Hazardous Waste
  Facilities: Environmental Equity Issues In
  Metropolitan Areas," Evaluation Review 18
  (1994): 123-140.
Title VI of the Civil Rights Act of 1964, and Title VIII of the Civil
Rights Act of 1968) suggests that  the many and  varied
accounts of injustices told by local residents are standardized
for the filing of a legal claim. Thus, the power and organizing
potential of unique stories of environmental  harm are neu-
tralized.
                                    > Legal victories do not automatically translate into success-
                                    ful agency or industry change or effective monitoring of such
                                    changes.  Community  organizing efforts may be  hindered
                                    through  reliance on  legal representation,  leaving no con-
                                    stituency with  the  power to demand  enforcement of court
                                    orders. Legal tactics also eliminate  scarce resources that
                                    could be used to further community organizing.

                                    > Coupling civil rights claims with existing environmental laws
                                    runs the  risk of ignoring some wronged parties. A study of
                                    demographic conditions in communities that hosted a toxic
                                    waste  site reported that  such areas  consist of pockets of
                                    white industrial workers living next to the facilities, surround-
                                    ed by larger communities of color.6 Efforts to build coalitions
                                    between these groups have been limited, given the predomi-
                                    nant use of Title VI and Equal Protection claims, which focus
                                    on race.

                               To be  sure, some of these difficulties emerge regardless of the
                               methods used by environmental justice communities to advance
                               their claims.  Indeed, the limits to community-corporate negotia-
                               tion in such a setting can at times mirror some of the drawbacks
                               of litigation. And it is without question that a steady tide of law-
                               suits has helped to draw national attention to the claims of envi-
                               ronmental justice communities, influenced policy at ail  levels of
                               government, and at times even made  possible the use of other
                               dispute resolution techniques (as in three of the cases presented
                               here).  Rather than viewing the two as mutually exclusive, litigation
                               and alternative methods of dispute resolution should all be con-
                               sidered as options available to local residents  and their  repre-
                               sentatives. The complexities faced  by overburdened, low-income
                               communities  of color will rarely be addressed through a single
                               approach.

                               A Range of Alternative  Approaches

                               The  six cases that follow are arranged along a continuum of dis-
                               pute resolution options that differ in their  process flexibility and
                               the amount of control the parties retain over outcomes. Process
                               flexibility reflects the extent to which parties can  shape agendas,
                               the scope of the dialogue, and the  selection of  representatives.
                               Control over outcomes represents whether parties have the dis-

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                                                                               INTRODUCTION
 cretion they need to reject options or proposed settlements.  Figure 1 shows this continu-
 um; it is followed by descriptions of the dispute resolution options and their use in the six
 case studies.

 Adjudication: Adjudication refers to the involuntary, binding (though subject to appeal), and
 highly formalized resolution of disputes through the use of the court system. Adjudication
 relies on a judge and/or a jury who are imposed on rather than selected by the disputants,
 and who hear proofs and arguments from both sides and make (at least in theory) a prin-
 cipled, reasoned decision. Parties make  reference to  legal precedent and use formalized
 and highly structured modes of interaction, tn litigation, parties are not negotiating.  They
 bring their case before an authority who will, on matters of law, precedent, and judgment,
 render a decision that is binding and enforceable by the courts.

 Administrative Decisions: Administrative processes include actions taken by federal and
 state agencies and regulators. They are bound by formal protocols and rules for determin-
 ing relevant issues, violations, penalties, and  settlements. Sometimes an administrative
 process must allow for citizen participation, as when  public hearings and comments are
 used in  determining appropriate mitigations for a facility's operating permits. Other times,
 as when an agency files an administrative action against a facility, conflicts over the inter-
 pretation of environmental statutes and permits are resolved  without public involvement.
 Figure 1: Continuum of Dispute Resolution Processes
 Paru
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 (.mrcomci
                                                 \>HL ml
Mini-
Tritil
                          Arbitration
               AdjudiciUuni
                                        Control mcr
Arbitration: Arbitration Is an alternative to litigation that started in the 13th century when
English merchants sought to have their disputes resolved according to their own customs
rather than by public law. In arbitration today, parties turn over the decision-making process
to a private individual with stature, experience, and standing who can exercise authority
(similar to a judge in a courtroom). The decision is final, the  proceedings are private, and
decisions are typically made at a faster pace than in the court system, with lower costs to

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USING DISPUTE RESOLUTION TECHNIQUES TO ADDRESS ENVIRONMENTAL JUSTICE CONCERNS:  Case Studies
         all involved. However, the arbitrator may be difficult to select or agree to, and may abuse
         his or her discretion. Courts sometimes call upon parties to use arbitration in order to
         relieve court congestion. Many contracts, including 95% of all tabor contracts, contain arbi-
         tration provisions.

         Court-Appointed Special Master: The use of a special  master is typically suggested or
         mandated by a judge and can be useful in certain complex, multiparty disputes. The judge
         cites certain rules of civil procedure governing uncertain  or unusual situations, where the
         court's resources or ability to adequately assist in the allocation of resources or settlement
         dollars is limited. The special master tends to hear the concerns and review the evidence
         of both sides and craft allocation procedures that will result in as fair an outcome as pos-
         sible,  Results are usually binding. Special masters are sometimes criticized for having too
         much  discretion in resolving a dispute.

         Mini-Trial: A mini-trial  is an adjudication-like presentation of arguments and proofs com-
         bined  with negotiation. Summary presentations are made by attorneys to a panel consist-
         ing  of a neutral advisor  and  people from  all  sides with  settlement  authority. After
         presentations, those with settlement authority (usually executives, as this is used often in
         business disputes) try to negotiate a resolution. If they fail, the neutral advisor is asked to
         predict what the likely outcome will be if the issues are adjudicated. Mini-trials give parties
         a quick view of the merits of their case. Using this information, parties are often inclined
         to negotiate a  sensible resolution to their claims.

         Ombudsperson: An ombudsperson is an official appointed to hear parties' complaints and
         conduct independent fact-finding investigations with the goal of correcting past  abuses of
         an organization. Often, the ombudsman is located within the chain of command of a cor-
         poration and reports to the head of the organization. Ombudspeople can  also be found in
         universities and government agencies (such as the IRS).

         Neutral Fact-Finder: In a process that can be voluntary or involuntary, depending on the
         dispute, parties ask a  neutral with specialized subject matter expertise to investigate spe-
         cific concerns.  The outcome is a report or testimony that is nonbinding, but can  be admis-
         sible at trial. The process itself is private but at times  it can be disclosed to the court.

         Mediation: Mediation refers to negotiations that are carried out with the help of & neutral,
         independent party. While mediators lack the power of judges and arbitrators, they can skill-
         fully shape (for better or for worse) the dynamics of a  negotiation. Mediators are particu-
         larly useful in multiparty disputes, where the simple management of face-tc-face meetings
         is not enough to move the parties toward a viable agreement. Mediators work both at and
         away from  "the table," sometimes in  public, sometimes  in private meetings with one or
         more parties. Good mediators will first assess a conflict before agreeing to involve them-
         selves. This will give them the opportunity to determine how and when they can be of most
         help, or if their  services are not likely to be helpful at a given time. Mediators may:

            1.  encourage information exchange and provide new information;
            2.  help parties to understand each other's interests;
            3.  help to neframe certain issues in ways that hold the potential for integrative solutions;
            4.  keep an appropriate balance of emotional expression, sharing of concerns, gathering and
            interpreting information, and problem solving;
 10

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                                                                             INTRODUCTION
     5. work with parties to test their assumptions and help them realistically assess their
     alternatives should an agreement not be reached;
     6. encourage parties to brainstorm and explore creative solutions before committing
     to any particular settlement; and
     7. suggest solutions or potential agreements that meet the interests of all parties.

 Mediators are bound by a professional code of ethics to exercise neutrality insofar as the
 issues at hand, but they remain advocates for a fair negotiation process.

 Facilitation:  Facilitation  is the skillful  management  of  conversations  and meetings.
 Particularly in multiparty disputes, getting people to gather information, express their views
 and concerns, appreciate what others are saying, and even defend their views under cer-
 tain conditions can be difficult. Facilitation can  be used to improve the flow of communi-
 cation and to avoid unnecessary impasses. Facilitators are selected and agreed to by the
 parties, who voluntarily enter Into discussions managed by them. Facilitation does  not
 involve intervention before or after discussions to help shape an agreement, and can there-
 fore be limited in its usefulness when disputes  are complicated.

 Unassisted Negotiation: Unassisted negotiation involves conversations between two or
 more individuals or organizations who believe that they can meet their interests by dealing
 directly with each other. No neutral assistance (i.e., mediation, facilitation) is used. Parties
 leave it to the group or to one or more people at the table to structure the conversations.

 Each of these dispute resolution methods provides different opportunities for parties to
 communicate with  one another for the purpose  of persuasion, which is the common defi-
 nition of negotiation. The methods differ in terms of the degree of party control over how
 communication is structured, and to what end.

 A recent informal survey of environmental justice disputes revealed that some of the above
 dispute resolution processes have yet to be applied, including arbitration, neutral fact-find-
 ing, and mini-trials.  Cases in this report  were chosen to represent the remaining process-
 es, as summarized  in Figure 2.

 Three of the cases  involved adjudication leading to assisted negotiation (mediation or
 special master). The other half involved administrative processes leading to unassisted
 negotiation.

 Meeting Integratlve Potential

Well-prepared environmental justice advocates who have engaged their client communities
 in  developing clear  objectives  and maintaining cohesiveness can step in  at moments of
crisis and be helpful. The case studies in this report reveal a common set of activities that
should be carried out in preparation for engaging a dispute resolution process: ensuring
proper representation, structuring the dialogue so that it can transition from a discussion
of the causes of the problem to broader, community-wide issues, preparing constituencies
to  be able to make tradeoffs, and organizing the community to implement and  monitor
agreements.
                                                                                        11

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USING DISPUTE RESOLUTION TECHNIQUES TO ADDRESS ENVIRONMENTAL JUSTICE CONCERNS:  Case Studies
         Preparation must also address administrative actions that are likely to be underway before
         the opportunity to pursue dispute resolution emerges. Indeed, multiple administrative, leg-
         islative, and/or adjudicative processes are often initiated or ongoing prior to any accident
         or resident involvement. These processes help to shape the degree to which residents can
         address organizational and  regulatory practices that  are implicated by an  accidental
         release. Environmental justice advocates must be aware  of existing parallel processes,
         their potential to shape norms of settlement, and their constraining power over what is dis-
         cussed at the  negotiating table. Preparation therefore includes working with agencies to
         establish a  "division of labor" that seeks to maintain flexibility over the timing and agen-
         da-setting of community-corporate  deliberations. Such preparation activities, carried out
         prior to a given negotiation, are vital to protecting the interests of an overburdened com-
         munity.

         Once negotiations commence, a set of basic criteria must be met to continue to safeguard
         a community's  influence over a dispute resolution process and its outcomes. Some crite-
         ria apply also to the preparation phase, while others are  unique to the negotiation phase.
         For instance, it was found that community representatives who were able to encourage dia-
         logue both within  a negotiation and across a range of parallel dispute resolution process-
         es were able to better achieve the interests of their constituencies.  It is also important
         that resident-negotiators be able to judge tradeoffs between, on the one hand, proposals
         addressing industry practices  {which a facility owner  may reject) and, on the other hand,
         Figure 2: Dispute Resolution Processes Illustrated in the Case Studies
1
2
3
4
5
6
S wan sea-Ely ria
communities in Norm
Denver, CO
North Denver and
Commerce City, CO
(Swansea-Eiyria
residents were
plaintiffs)
Kennedy Heights
Subdivision in
Southeast Houston. TX
Manchester, Smith
Addition, and
Harrisburg
communities near the
Houston Ship Channel
in Houston, TX
North Richmond
communities in Contra
Costa County, CA
Unincorporated
communities of
Crockett and Rodeo as
well as Bayo Vista
public housing
development and the
townofTormey in
Contra Costa County,
CA
Vulcan Materials rail
terminal
Conoco petroleum
refinery
Former crude oil
storage pits previously
owned by Gulf Oil (now
Chevron)
Rhone Poulenc sulfuric
add
regenerator/
incinerator
Chevron Richmond
petroleum refinery
Unocal San Francisco
petroleum refinery
X
X
X



X
X
X
X
X
X


X



X
X









X (post-agree-
ment)



X
X
X
          AOJ = adjudication; ADM
          unassisted negotiation
= administrative decisions; SPM = special master: MED = mediation; FAC = facilitation: UNA ~
 12

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                                                                               INTRODUCTION
 financial and community development contributions to communi-
 ties (which industry may favor). Negotiators also need to focus on
 surpassing the  broader community's least  favorable outcome,
 rather than what appears to be a minimally acceptable settlement
 within a negotiation.

 As conflict resolution techniques gain greater acceptance by gov-
 ernment agencies and the private sector, residents may be sub-
 jected to interpretations of "consensus-building,"  "mutual gains,"
 "win-win," and other models of dispute resolution that are elegant
 in theory but potentially devastating in practice.

 In theory, the potential for an * integral! veB negotiation? increases
 as the number of parties and issues increases.  In other words,
 parties should be able to search for ways of structuring a deal
 that will benefit each side more than the simple division of one or
 more assets. In environmental justice negotiations, parties most
 certainly have different interests (e.g., security, certainty, recogni-
 tion, economic gain), as  well as interests that they value differ-
 ently.

 As an  example,  residents  may want security from accidental
 releases, while facility managers may desire security in the form
 of continuous production. Residents may want stability in the form
 of  steadily reduced emissions, fewer episodes,  and  more pre-
 dictable facility operations. Managers may value stable relations
 with agency monitors and rule enforcers and a stable internal cul-
 ture.  Managers may have different  conceptions of time, influ-
 enced by the urgency  of needed environmental  improvements,
 deadlines, or levels of  risk aversion.  Residents may give greater
 weight to costs imposed on  future generations than their private
 counterparts. Each side may assign different odds to the antici-
 pated outcomes of a negotiation. For example, If facility managers
 believe that certain raw material costs will increase while a com-
 munity group anticipates they will decrease, they might both agree
 to tie financial contributions to the plant's future profit margins. In
 addition, parties may have access to different kinds of informa-
 tion, skills, or capabilities that can be combined to form the basis
 of an agreement.' It is  clear, therefore, that the possibilities for
 reaching an integrative settlement among multiple parties are fair-
 ly unbounded in theory.

 In practice, however, few negotiated agreements reflect the depth
 of integrative potential that the range of issues and interests
would suggest. The theoretical notion of  "integrative potential"
emerges as particularly fragile during conflicts with industrial facil-
 ities, their owners, and regulators. This is because the  models
assume that all parties will have access to adequate resources,
a desire to expand available resources, mediation or  facilitation
services that  are  truly  impartial, sufficient time and  access to
Information to engage in constructive problem-solving, and the
ability to generate  and enter into contracts that can protect gains
7 Integrative negotiation occurs when par-
lies structure an agreement that creates
more joint value than If they merely allocat-
ed existing resources or worked Independ-
ently on a set of problems underlying the
dispute.
                                                                                          13

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USING DISPUTE RESOLUTION TECHNIQUES TO ADDRESS ENVIRONMENTAL JUSTICE CONCERNS:  Case Studies
         made by all sides. As we will see in the cases, these conditions are often not met.

         The concluding chapter uses lessons learned from the six cases to craft a realistic set of
         steps that can be used to evaluate available methods for their true integrative potential.
         The central lesson suggested  by these cases is that dispute resolution techniques are
         most helpful when used to supplement existing efforts, help a community leverage its com-
         parative advantages, and ensure the flexibility required for dialogue to progress from imme-
         diate  concerns to anticipated  challenges to solutions  that are truly integrative.  These
         cases offer clear signs that community leaders are learning how to use the full range of
         alternative dispute resolution methods.
 14

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     Windows of Opportunity for Mediation in Swansea-Elyria, Colorado
                                       Gregg P. Macey

                                        PARTI.


                           "Like a Big Balloon in the Sky"

        One of the things we have managed to do in our little career here in the middle of this mess is to
        set precedent. For example, the jury award in the ASARCO/GIobe plant suit was the largest jury
        award ever made to a community at that time.  In this case, our attorney tells us that we're the first
        community group that ever got standing in the federal court to sue. And so it sends this message:
        Look, you can't take advantage of community people, they're not stupid, they're not resourceless.
        You can't just walk on folks because they're people of color, because they're poor. You can't do
        that.  And that to us is the great joy - Lorraine Granado, President of the Cross Community
        Coalition

        Background. To the north of 1-70 near the border of Denver and Adams Counties
 in Colorado lies a series of neighborhoods  increasingly brought together to discuss why
 the environment in which they live may be causing them harm. The communities of
 Globeville, Elyria, Swansea, Cole, and Clayton currently constitute the "Vasquez
 Boulevard/I-70 Site," 450 acres in northeast Denver proposed to the National Priorities
 List (NPL) on January 19,1999.1 Within this area, roughly 17,500 people reside in about
 5,126 housing units according to the 2000 census. At least 69% of the people in the
 study area are of Hispanic origin, 21% are African-American, and 3% are American
 Indian, Alaskan Native, Asian, or Hawaiian.2 Inside and immediately surrounding the
 proposed Superfund site are roughly 150 industrial land uses including four NPL sites,
 three lead smelters, two oil refineries, and numerous RCRA (hazardous waste) sites.3
 Much of the area is contaminated with soil concentrations of lead, arsenic, and zinc well
 1 Environmental Protection Agency. Draft report for the Vasquez Boulevard and 1-70 site, Denver, CO,
 residential risk-based sampling, stage I investigation. Denver: US Environmental Protection Agency, 1999
 April. Under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.A.
 § 9601 et seq. (1980) and its major amendment and reauthorization, the Superfund Amendments and
 Reauthorization Act (SARA), Congress established the authority to clean up contamination from past waste
 disposal practices that now endanger public health. An administrative system was set up to identity sites in
 need of remediation, including the establishment of a National Priorities List, that functions to ensure that
 the most dangerous sites are cleaned up first.  The NPL has a complex series of criteria that have to be met
 before a site is placed on the national listing, which empowers the EPA to undertake cleanups, seek
 reimbursement from responsible parties, issue administrative orders, and seek court orders directing
 responsible parties to act.
 2 Agency for Toxic Substances and Disease Registry. Public Health Assessment for Vasquez Boulevard
 and 1-70, Denver, Denver County, Colorado, EPA Facility ID CO0002259588.  Atlanta:  ATSDR Division
of Health Assessment and Consultation, 2002 April.
3 A community organization, the Cross Community Coalition, received a grant in 1998 from the EPA's
Regional Geographic Initiative to study local pollution problems. The CCC identified a variety of emission
sources within their zip code (80216), including mobile sources, bakeries, manufacturing facilities, printers,
metal shops, vehical repair shops, refineries, and a major electric power plant which burns low-sulfur coal.
These businesses together emit more than 18,000 tons of sulfur dioxide, 16,000 tons of nitrogen dioxide,
and 875 tons of volatile organic compounds per year and utilize nearly 5,000 diesel trucks.

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 above what is considered safe by the federal government.4  Interstate 70, which split
 Swansea and Elyria in half when it was constructed in the mid-1960's, rises high above
 these communities on viaducts. The state Transportation Department has considered
 expanding the highway to as many as ten lanes.

                         Insert Map of Area and Land Uses Here

        At times literally within the shadow of 1-70, the residents of Swansea-Elyria
 persevere.  These traditionally working-class neighborhoods retain high rates of
 homeownership, are highly organized, and remain proud of the neighborhoods that they
 strive to maintain.6 Yet, the stories of those who live here can easily become lost amid
 the troubling statistics found in boxes of agency assessments and court documents. This
 is the story of how one group of organizers, the Cross-Community Coalition, sought to
 turn what could have been portrayed and accepted as a routine accident by an area
 industry into an opportunity for that industry to recognize and appreciate the concerns of
 neighboring residents, and their participatory vision for improving their quality of life.
 The case of the Cross-Community Coalition's (CCC) struggle to hold Vulcan Materials
 Company accountable for an accidental air emission also presents an opportunity to
 examine the role of mediators in assisting environmental justice groups whose interests
 cannot entirely be met through traditional means.

        The first thing to understand about Swansea-Elyria, sister communities at the
 heart of the most recently proposed Superfund site, is the complexity and origins of the
 environmental burdens faced by those who live there.  Prior to development of the 1-70, a
 variety of ethnic groups (Eastern Europeans, Irish, Italians, and Hispanics) came to work
 in nearby packinghouses and other businesses. The concentration of industry grew
 rapidly after the construction of 1-70, which follows a common trend in highway planning
 to route large-scale mfrastructure through low-income, inner city areas in order to serve
 new and anticipated residential and commercial developments (as well as transportation
 hubs such as the Denver airport).7 In addition to  zoning dynamics which clustered
4 Supra note 2, Appendix B. Phase III of ATSDR's testing (which encompassed 2,986 properties) revealed
that arsenic was present at all properties, with 268 properties showing average arsenic levels greater than
128 parts per million. The highest average arsenic level was 759 ppm in soil based on averaging three
composite samples from the property.  Similarly, 276 properties have average soil-lead concentrations
above 400 ppm, with the highest average lead level being 1,131 ppm. ATSDR levels greater than 270 ppm
to be a concern for children who exhibit hand-to-mouth behavior.
5 Morson, B. (1995). In the shadow of 1-70.  Rocky Mountain News, 19 Nov. 1995, p. 36A.
6 Several community environmental organizations operate within the area.  Neighbors for a Toxic Free
Community, an association of residents of Swansea, Elyria, and Globeville, has worked since 1987 to
educate themselves of remediation efforts surrounding contamination from the ASARCO smelter. This
group now operates under the auspices of the Cross Community Coalition (CCC). a non-profit serving the
three neighborhoods. The mission of the Coalition is to improve the quality of life of residents.  CCC
operates a Family Resource Center which offers adult education classes, youth employment, job placement,
parenting classes, nonviolence and environmental education, and other social services. CEASE, which
includes residents of Clayton. Elyria, Swansea, and Southwest Globeville, represent the broader health
concerns throughout the VB/1-70 Superfund process, by demanding appropriate soil clean-up levels, hiring
a national expert in arsenic and lead toxicity, organizing educational forums, and working withthe ATSDR.
7 Bullard, R. & Johnson, G. (Eds.) (1997),  Just Transportation: Dismantling Race and Class Barriers to
Mobility. Stony Creek, CT: New Society Publishers.

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 industry in northeast Denver8 and the politically-charged process of routing highways, a
 third dynamic has contributed to the environmental stigma that continues to attach itself
 to the area.  Decades prior, the Central Platt Valley, located closer to downtown Denver,
 had been the site of the region's shipping yards.9  These shipping yards began to succumb
 to the interests of developers who replaced them with more lucrative land uses such as
 condominiums. Switching and holding operations were moved to outlying areas,
 including the comer of 52nd Avenue and Thompson Court, eight feet from a barbed wire
 fence that was used to separate tankers and square cargo holders from a nearby
 playground and the Swansea Community Center.10  Often, the terminal would be used to
 store hazardous chemicals in tanker cars that were owned by one company, leased by
 another, and housed by yet a third.1'  Ownership and responsibilities for the terminals and
 tanker cars can be difficult to understand, even on paper. The 52nd Ave. terminal would
 become the focal point for one of many disputes to unfold as residents  addressed the
 heavy environmental burdens that they were asked to bear.
                                                                Starting in May,  1982,
                                                          Vulcan Chemicals,12 a
                                                          division of Vulcan Materials
                                                          Company, maintained a
                                                          railcar service contract with
                                                          General American
                                                          Transportation Corporation
                                                          (GATX).  The contract
                                                          permitted Vulcan to move 25
                                                          cars to points of its choosing
                                                          and to use them to transport
                                                          goods for a maximum of
                                                          18,000 miles during a given
                                                          year.13 According to
      Figure 1.  Tanker Cars Near Site of HCL Release
8 Residents contend that the City of Denver decided to turn the communities of Swansea and Elyria into an
"industrial park" in 1958. Interview of Resident of Swansea, March 8, 2002 in Swansea.
9 Interview with Swansea resident, March 8,2002 in Swansea.
10 Site visit on March 6,2002 by the author was used to generate this description.
1' Vulcan Materials Company, owner of a terminal in Swansea, was the lessee and operator of a rail tank
car that leaked hydrochloric acid in March, 1995, resulting in an evacuation of four square blocks. General
American Transportation Corporation (GATX), based in Chicago, leases rolling stock, including car
#14637, the cause of the incident. GATX Capital Corporation, based in Delaware, owns rolling stock,
including the car in question. Neighbors for a Toxic Free Community et al. v. Vulcan Materials Company
and General American Transportation Corporation. Memorandum Opinion and Order. Civil Action No.
95-D-2617(D.Co.  1997).
12 Vulcan Chemicals had sales of $642 million in 2001, and operated 29 chemical distribution terminals
including 10 that stored HCL within the United States. Vulcan Chemicals produces and transports chlorine,
caustic soda, hydrochloric acid, potassium chemicals, and chlorinated organic chemicals.
www.vulcanmaterials.com/vc.asp (accessed July 25,2002)
13 General American Transportation Corporation, Car Service Contract Number 2856,20 May 1982 and
Revised Rider No. 44, November 24,1993. The Revised Rider specifically mentions 25 cars, including car
14637, the car that resulted an accidental hydrochloric acid leak. The rubber lining of the tank car that
would eventually break down is stated as the property of GATX, although the Customer, in this case

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 Vulcan's records, in 1994 the company maintained a level inventory of approximately
 36,100 gallons of Hydrochloric Acid (HCL) at the terminal at 52nd Ave. in Denver.14  The
 chemical, stored and distributed for use in stimulating the flow of oil in various industrial
 processes, is listed as a corrosive, hazardous material with potentially acute health effects
 if released.15 At the same time, the facility maintained no release detection systems at its
 terminal, and emergency response equipment was limited to "absorbent tubes kept on site
 to contain small spills."   While site plans of the property and accompanying
 descriptions clearly indicate "residential housing" directly across the street from the
 terminal as well as "residential neighborhoods  south of 52nd Avenue" and "east and south
 of the site,"17 the company operated as if it were isolated from nearby residents.18
Vulcan, is held responsible for paying the cost of the interior lining and maintaining and renewing the
lining whenever necessary.
14 Vulcan Chemicals SARA Title III, Tier II Report, Colorado Emergency Planning Form, Reporting
Period Jan. 1-Dec. 31,1994.
15 Ibid.
16 Ibid, under "Additional Emergency Planning Information."
"/#<£
18 The Vulcan employees who would later become involved in negotiations with the CCC had extensive
experience with Community Advisory Panels, or groups of plant managers, environmental professionals,
and residents who share information about plant operations and discuss issues of concern to the community.
Vulcan had created one of these panels, the Community Involvement Group, in 1988 in response to
concerns over health impacts and protests over the production of chlorofluorocarbon precursors at its
Witchita, Kansas facility. Cohen, N., Chess, C.,& Lynn, F. (1995). Fostering environmental progress: A
case study of Vulcan Chemical's Community Involvement Group. Center for Environmental
Communication, Rutgers University and Department of Environmental Sciences and Engineering,
University of North Carolina at Chapel Hill. A corporate official explains their lack of similar response in
Swansea-Elyria:
       1 think the main reason is that we are a lean organization that had really focused our resources up
       unto that time on our main operating location. So, we have three really significant chlor-alkali
       manufacturing plants in different parts of the country that had hundreds of millions of dollars of
       capital sunk into them and a lot of people, and that was the place where we had focused. So we
       weren't really focused on these small terminal-type operations around the country [Vulcan
       estimates that they had between 20 and 30 terminals at the time], and it would be really difficult
       for us to, even today, to develop an advisory panel for each of those and just to get it going; it's a
       very time-intensive process. Interview with Vulcan corporate official, May 21,2002 via telephone.

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                                           TO  PROPERTY
                       fS  THOMPSON  CT.    V/A 51 ST.
               Figure 2. Plan of Vulcan Chemicals Facility Source: Vulcan
               Chemicals, 1994 SARA Title III Report
        The Incident.  On March 29,1995, several of the 207,500 railroad tank cars
 operating in the United States were housed at the Vulcan Chemical Company terminal hi
 Swansea.19 At approximately 2:40 p.m., the sole employee stationed at the terminal
 discovered that muriatic acid (35% of which was hydrochloric acid) had eaten a hole in
 the bottom of one of the tank cars parked at the terminal.20 As what would amount to
 3,300 gallons of the material began to form a vapor cloud which wafted toward
 neighboring homes, the employee notified the local fire department.21 The National
 Response Center  was not notified until later that evening.2 Meanwhile, residents were
 slowly becoming aware of the significance of the incident:

       So I'm sitting at home at my computer working on a grant and my son, my middle son who would
       have been about 23, he called me on the phone and said "Mom you can't believe what's going on
       here."  He said "I'm over here at Padilla's house and right across the street they've got the
       HAZMAT unit, these people have all of their suits on, I don't know what's going on but it must be
       bad." And my response is "Paul, get out of there. Come home, get out of there." And he said "I
       don't know  what it is," and I said "Well if you can ask somebody, but get out of there!" And so
       then he said "Turn the TV on, turn the TV on." And this is like 3:50 and they're on there so I turn
       it on and they start talking about there's been this spill but at this point they mink it's hazardous
       material and they're not really sure if it is but there was a spill and a HAZMAT unit has been sent
       to this location. I'm watching this TV and then we hear that it's probably hazardous materials and
19 Brief in Support of Motion for Summary Judgment by General American Transportation Corporation and
GATX Capital. Neighbors for a Toxic Free Community et al v,  Vulcan Materials Company et al., CA 95-
D-2617(N.Co. 1996).
20 Vulcan Chemicals, CERCLA Section 104 Information Request, sent to Prevention Section, Emergency
Response Branch, US EPA, May 1,1995.
21 Ibid
22 Ibid.

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        so then I race over to, my mom and dad live just behind me on the next block so I raced over there
        and there's my mom and my dad, my brother and his wife, and their four children and so my dumb
        brother and my dumb dad go over there and then they come back and say well, they said it's
        something called HCL and I said "Oh, dear God, HCL!" And I said "Get out of here, get the
        babies, get in the car, get out of here! David, take mom and dad and get out of here." And my
        dad's going "Well no, I don't want to."  "Get out of here, just go, just go, just go!"  And then my
        neighbor, Jeffrey, who I grew up with, came out and he said "What's going on?"  And I told him, I
        said "Jeffrey, you have to get some of these old women out of here, man. I mean you've got
        people like Nelson and she don't drive, Ms. Radovich and she don't drive," you know you start
        naming the widows on the block, they don't drive, we've gotta start getting these people out of
        here.  So we started kind of doing some evacuation and then about this time, my younger son who
        at that point would have been about 8, Mario came home and so I knew it was time for me to get
        out of mere, too, I needed to get him out of there. Meantime, while I'm waiting, we kind of got
        the old ladies just on that block and started telling people to tell people, tell everyone you know,
        and then I went home and I started calling the Fire Department. Well, the freakin' fire department
        didn't even have a number where you could call them directly, and so I called downtown and they
        didn't know about it and they're telling me to call the local Fire Department...

        Well these doggone policemen sat there in their cars on the [evacuation] boundary not letting
        people in.  And we're going up to them telling them look, you guys: You gotta get on the
        bullhorns and drive up and down these streets and tell people  to evacuate. They refused to move,
        you know, "we're not going in there." They refused to move and so you've got all these folks
        who don't even know that this is going on, and these policemen would not move from those
        stations, they wouldn't move. And it made us very angry; how are people gonna  know? After
        that, it had to be already  5 o'clock by then, then Nadia and I went over to the neighborhood health
        clinic which is in Globeville, because my friend Gerry was a nurse administrator there, she's a
        nurse practitioner and she'd worked at ASARCO and we got to be really good friends.  So we
        went over and said Gerry, do you know what's  going on? She said "no." I said "Turn on the
        tube." And so she turned on the tube and she said "Why don't we know about this? Nobody said
        a word to us about this." So we called the recreation centers,  they were closed. We called the
        schools, they were closed. And then we started calling our city councilperson, whatever.
        Eventually we found out that they had set up a site at the National Winston Stockshow for people
        who were evacuated because they needed to evacuate people but they didn't have any place to go.
        Went over there and there were just a few people. And we said well, where are the rest of the
        people?  And we found out later that the doggone fire department never got there until 5:30, this is
        like two and a half hours after the spill, and they were going door to door to evacuate. None of the
        doggone firemen knew how to speak Spanish in a community where 47% speak Spanish. They
        were going to people's doors saying "Vamoos." Now what the hell does that mean? Vamoos.
        You know? One lady, my friend who lived three blocks away from the site did not get a knock on
        her door until 8:30 that evening, and I'll tell you that I believe that it's the grace of God that no
        one got killed and I'll say this everywhere. You could stand here, I came here and actually we
        went to my son's house and we came back, but  you could stand here and you could see this cloud
        of acid, like a big balloon in the sky, just hanging up there just as still as it could be.23

        Unbeknownst to members of the community* a series of steps were being taken to
decide the extent of the  risks posed by this cloud of HCL, the appropriate containment
and decontamination approaches to initiate, and potentially the fate of local  residents. As
agencies worked toward a solution to the growing threat, residents tried to make sense of
a rapidly unfolding chain of events, reconstructed here from company and agency
documents:
23 Interview of Swansea resident, March 5,2002 in Swansea.

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Table 1. Vulcan Materials HCL Release Incident Timeline.24
     March 29,1995
2:40 p.m.
Release occurs from railearGATX 14637 (capably. 20,900
gallons); car was leaking from a bottom sump area at the rate
of 10-15 gallons pel minute
3:00 p.m.
3:02 p.m.
3:05-5:00
                                                 Denver Fire Department Notified
                                                 HM-1 (hazardous materials team) responds and immediately
                                                 requests notification of EPA and wastewater and cleanup
                                                 company; Set up upwind and interrogated Vulcan employee
                                                 as to tools, materials, and caoiiections needed to ofilead
                                                 remaining contents into an empty HCL ear next to leaking cai
                                   -«
                                6:45 p.m.

                               :ft]Qp*l
                                8:03 p.m.
                 Still transferring; soda ash arrives and is applied to spilled
                 apid
                 Denver Office of Emergency Preparedness requests meters to
                 monitor the vapor cloud.
                             After offloading
                 Lewis Maintenance, an emergency response contractor,
                 arrives with pumps to transfer spilled acid from the ground;
                 lacks sufficient hose; 2.5 hours later additional hose is found
                                9:00 a.m.
                 Fire Department says that there is an air inversion {hat should
                 lift between 10:00 and 11:00 a.m. Tells EPA that ii mere are
                 fiuther inquiries, people should betold to rinse their eyes and
                 stay out of low-lying areas near the Platte River
                                9:00 a.m.
                                5:30 p.m
                               «*£$$*

                               10:00 p.m.
                 Public allowed back in to evacuated area and advised to wash
                 down homes, cars, and vegetation
                 Vulcan Chemical calls EPA emergency line to report spill
                 Completion of neutralization of residual soil on the ground
                 through use of lime and soda ash; verification through pH
                 testing by Lewis Maintenance
The ordeal ended late the following evening.  Thankfully, the vapor cloud, which could
have proven fatal if inhaled in certain concentrations, had shifted to the east and avoided
24 Timeline constructed from the following materials: Denver Fire Department Field Incident Report,
Incident Number 14149, March 29, 1995; Denver Office of Emergency Preparedness, Hydrochloric Acid
Leak, March 29,1995; Department of Transportation, Hazardous Materials Incident Report 95050318, July
6,1995; Colorado Department of Health, Emergency Management Unit, Incident Report, March 29, 1995;
and Vulcan Chemicals CERCLA Section 104 Information Request Form submitted to Prevention Section,
Emergency Response Branch, US EPA.

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                                **e
 the populated areas of Swansea.   A few dozen residents were transported to the Denver
 Coliseum the previous evening, and 300 residents within a 20-30 block area were
 eventually evacuated.26 As the threat began to subside, residents discussed the existence
 of tanker cars in their community, and recalled past events such as the rupturing of a rail
 tanker carrying 20,000 gallons of nitric acid in nearby rail yards  on Easter Sunday in
 1983.27 As troublesome to residents as the existence of the railroad tracks that sliced
 through their neighborhoods was, other issues were surfacing: (a) the lack of
 institutionalized safeguards to both prevent and respond to accidental releases, (b) the
 failure of companies such as Vulcan to disclose and communicate the risks posed by their
 handling of hazardous materials to residents, and (c) city-community relations after an
 incident that left residents feeling mistreated. All would become the focus of meetings
 held at the nearby Swansea Recreation Center and the Cross Community Coalition to
 discuss the event.28 Meeting notes for a public forum held on March 30th indicate the
 following common questions:

 •   Why were residents still in their homes well after the incident was recognized by the Fire and Police
    Departments? (Residents indicated  that evacuation seemed to start at 5:30 and many residents were
    still in their homes well after that. Fire Department personnel reportedly walked door-to-door in full
    self-contained breathing apparatuses without the benefit of loud speakers. They were unable to
    converse in Spanish.  The starting time for the evacuation was contested, with times as early as 4: IS
    suggested.)
 •   What is the emergency response plan for the area? (The Fire Department had emergency plans, but no
    specific plans for individual communities. Residents explained that given the concentration of
    Superftmd sites and other industries, the area needed a specific plan.  It was mentioned that this was
    the third evacuation that had occurred in the neighborhood)
 •   What level of coordination among city services was achieved during response to the incident?
 •   Why did various city agencies lack clear information about what was happening during the incident?
    (Several mentioned a communications disconnect and recommended a single point of access to
    information)
 •   Why was dealing with bilingual residents such a challenge to those responding to the incident?
 •   Why was Vulcan Materials not represented at the meeting and did they understand the legal reporting
    requirements under EPCRA?

 Records indicate that Denver's Office of Emergency Preparedness and the Denver Fire
 Department did attempt to learn from the  incident and address some of the residents'
 concerns, although the extent to which these responses were coordinated and resulted in
 improved emergency response capabilities is open to question.29 What remains clear is
^Cortez, A. (1995), Anger spills over: Residents vent their frustration with evacuation. Denver Post,
March 31,1995 at B-2.
26 Denver Office of Emergency Preparedness, Supra note 24.
27 Kirksey, J. & Cortez, A. (1995). Rail-car Leak Forces Evacuation. Denver Post, March 30, 1995 at B-1.
28 Notes to Meeting with Public Concerning HCL Release. March 30,1995 (compiled by author).
29 Letter from Michael Michalek, Staff Assistant, Office of Emergency Preparedness to Debbie Gomez,
Department of Health and Hospitals, July 17,1995 (regarding a plan that provides an overview of agency
duties and responsibilities, the future use of multilingual cards developed by the Fire Depatment, the need
for multilingual Public Information Officers, and their attempts to find out about communications systems
that would allow multiple calls to one phone number providing incident updates for residents); Denver Fire
Department, Critique for Incident #14149, Hydrochloric Acid Leak, April 4,1995 (states that training
sessions should be conducted with mutual aid Departments and the State Patrol for future incidents);
Memorandum from Captain Steve Maddock to Ch. 6 Sponsel, Critique of Hydrochloric Acid Spill 3-29-95,

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 that at least initially, the companies responsible for the incident were unresponsive to
 residents' concerns.

         The Dispute.  The community's efforts to learn the circumstances surrounding the
 release of hazardous chemicals would become the focus of litigation against Vulcan and
 other parties.30  The primary cause of action for a citizen suit filed on behalf of the Cross
 Community Coalition and several residents was the Emergency Planning and Community
 Right to Know Act (EPCRA).31 EPCRA was enacted following two chemical releases
 involving Union Carbide plants in 1984 (in Bhppal, India and Institute, West Virginia).32
 In both cases, government officials discovered that the extent of the disaster was
 heightened by a lack of an adequate emergency planning. Following a study by the EPA
 commissioned the following year (which identified over 6,900 chemical spill accidents
 across the country hi the previous five years), Congress enacted legislation to improve the
 public's knowledge of chemicals located in their communities and to create plans at each
 level of government to respond to future accidents.33  EPCRA provides two kinds of
 enforcement mechanisms to encourage implementation of its various planning and
 notification provisions:  administrative proceedings initiated by the EPA, and citizen suits
 authorized when an owner or operator of a facility fails to complete certain forms or
 submit data or emergency notices.34  At the time, citizen suits were increasingly relevant
 to enforcement of EPCRA as funding cuts for the EPA in the 1980's resulted in  a
 significant drop in administrative enforcement.35
 April 4,1995 (site-specific improvements are listed such as the need to define warm and hot zones better
 during an incident, need to rethink the use of soda ash and ways to knock some of the vapor cloud down,
 need to manage number of people hi the warm zone/site control, need to set up the decontamination trailer
 which is described as being in "sad shape," and the need for in-suit communications). Residents agree that
 the Fire Department, in particular Fire Chief Rich Gonzalez, pledged to overview their practices and make
 changes, including improved notification of clinics and other vulnerable places during an incident. After
 the community meetings, the City and Vulcan agreed to have Vulcan purchase and install a reverse 911
 calling system for resident notification, which is now in place.  Interview with Swansea residents, March 5,
 2002 in Swansea.
 30 Specifically, Vulcan Materials was accused of failing to follow both Section 103(a) of the
 Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and Section 326 of
 the Emergency Planning and Community Right-to-Know Act (EPCRA), which dictate how an entity with
 hazardous substance holdings about importable quantities must submit emergency notices hi the event of an
 accidental spill or release. Plaintiffs' Complaint Neighbors for a Toxic Free Community et al. v. Vulcan
 Materials Company et al.. CA 95-D-2617 (N.Co. 1995); Administrative Complaint and Notice of
 Opportunity for Hearing. United States Environmental Protection Agency Region VIII v. Vulcan Materials
 Company. CERCLA-VIII-95-25.
 31 Section 326,42 U.S.C. § 11046.
 32 Bumoer, K. (1997). United Musical Instruments v. Steel Company:  The Conflict Over the Safety of our
 Communities and the Emergency Planning and Community Right-to-Know Act. Northwestern University
 Law Review, 91: 1599-1641. The Bhopal accident, which occurred on December 3,1984, killed more than
 6,000 people and sent over 100,000 to the hospital. Green, K. (1999).  An analysis of the Supreme Court's
 resolution of the Emergency Planning and Community Right-to-Know Act citizen suit debate. Boston
 College Environmental Affairs Law Review, 26: 387-434.
 33 H.R. Conf. Rep. No. 99-962 (1986).
 34 42 U.S.C. §§ 11045 and 11046.
 35 Stubbs, C. (2000).  Is the environmental citizen suit dead? An examination of the erosion of standards of
justiciability for environmental citizen suits.  New York University Review of Law and Social Change, 26:

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        Under a provision of EPCRA that to date had not been used as a cause of action,36
 plaintiffs argued that those responsible for the release of a hazardous substance37 must
 submit a written follow-up emergency notice to (in the case of Vulcan)  the Denver Office
 of Emergency Preparedness and the Emergency Management Unit at the Colorado
 Department of Public Health and Environment.38 Violations and associated penalties for
 not submitting a follow-up notice were to accrue on a daily basis, and at the time
 plaintiffs' civil suit was filed, 396 days had passed since the HCL release.  The EPA's
 penalty policy for written notices submitted more than two weeks following a release
 called for the highest level of penalty ($25,000 per day) for such untimely notifications,
 meaning defendants faced potential civil penalties of up to $9.9 million, not including
 attorneys* and expert witnesses' costs.

        Prior to litigation, plaintiffs (including Neighbors for a Toxic Free Community,
 the Cross Community Coalition, and several residents) attempted to share their concerns
 with Vulcan management through a series of letters outlining Vulcan's  violations of
 EPCRA. Initially, they did not receive a response.39  The letters were followed by a 60
 day notice of intent to sue sent to Vulcan and other parties.40  Importantly, Vulcan's lack
 of responsiveness and the willingness  of the district court to hear plaintiffs1 case differed
 substantially from the current state of citizen suit eligibility and standard industry practice.
 First, prior to Neighbors v. Vulcan, citizen suits under EPCRA for "past violations" had
 been upheld as constitutional. It was reasoned that while most environmental statutes
 authorized suits alleging a defendant to "be in violation" of the statute, EPCRA
 authorizes suit against parties for failure to "complete and submit" certain information.41
 Congressionally-mandated deadlines for filing would therefore prove meaningless,
 according to an early ruling on the matter, if a defendant could simply file information
77-135.  The number of 60 day notices sent for environmental citizen suits grew from 6 in 1981 to nearly
300 by the early 1990's.
36 Section 326.
37 Hydrochloric acid is listed as a CERCLA hazardous substance at 40 CFR 302 (Table 302.4) and as a
hazardous chemical under sections 311(e) and 329(5) of EPCRA, 42 U.S.C. §§ 11021(e) and 11049(5).
38 Such notice is required to contain information listed in Section 304(b) and (c) of EPCRA, 42 U.S.C. §
11004(b)and(c).
39 Plaintiffs' Original Complaint, Supra note 30. Residents were familiar with EPCRA and the purpose of
community right-to-know legislation.  They sent four letters to Vulcan asking for such information as
"what tune this happened, why it happened, how long it took to clean up, and who was the person on-site,
how does he receive training, we want a copy of your emergency plan and that kind of information." After
hearing no response the first time, the second letter focused on the same request and Vulcan's legal
obligation to report the events surrounding the HCL incident to the community. After a third letter which
indicated that the community was willing to file suit under EPCRA, the residents finally received a reply.
The response listed mat Vulcan had carried out what it had assumed would sufficiently meet its reporting
requirements, such as reporting to the EPA, the state, and others. A fourth letter emphasized that these
activities did not constitute sufficient reporting. After receiving no response within 30 days of the third
letter, residents submitted their 60 notice of intent to sue.
40 Randall M. Weiner, Senior Attorney, Land and Water Fund of the Rockies to William Grayson, Jr.,
President, Vulcan Materials Company and P.P. Anschutz, President, Southern Pacific Rail Corporation,
July 13,1995.
41 Atlantic States Legal Foundation. Inc. v. Whiting Roll-Up Door Manufacturing Corp.. 772 F. Supp. 745
(W.D.N.Y. 1991).
10

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  after receiving a notice of intent to sue.42 While Neighbors v. Vulcan was ongoing, the
  Seventh Circuit permitted a citizen suit under EPCRA, holding that the statute required a
  different analysis from other environmental laws.43 Following the resolution of
  Neighbors, however, the Supreme Court held that plaintiffs in Steel Co. v. Citizens for a
  Better Environment lacked a "redressable injury," because the Chicago Steel Company
  had filed, after the fact, seven years' worth of usage reports for the HCL that it used to
  remove rust from steel.44 This ruling essentially gave companies the chance to file their
  past due information before the expiration of a 60-day notice period, rendering citizen
  suits over EPCRA reporting requirements useless.  Companies such as Vulcan, when
  faced with a similar 60-day notice today, would aggressively seek to meet all reporting
  requirements. Thus, the plaintiffs' bargaining position in Neighbors as the case moved
  from litigation to mediation was considerably stronger than it would be today under
  similar circumstances.

        It is also important to remember that EPCRA contains provisions for both
 reporting the presence and use of hazardous chemicals and taking steps to ensure that
 localities, in coordination with state and federal agencies, can respond to a release. Both
 were the focus of grievances shared among residents attending community forums
 following the accident. Indeed, the March 30 community meeting ended with an
 agreement to discuss a more specific evacuation plan for the area.45 The "emergency
 planning" component of EPCRA that deals with such concerns requires the establishment
 of national, state, and local commissions to prepare emergency response plans to be
 implemented in the event of a release.46 The governor of each state is charged with
 creating a "state emergency response commission" (SERC), to include those with
 "technical expertise in the emergency response field.**47 SERCs are then required to
 designate emergency planning districts  that will aid in the development and
 implementation of emergency plans,48 and to create "local emergency planning
 committees" (LEPCs) to develop plans  for chemical emergencies, receive reports and
 notifications required by EPCRA, and make these reports available to the public.49 Given
 the presence of one or more "extremely hazardous substances" in the community, SERCs
 and LEPCs write emergency response plans, which must include several kinds of
 information.50 Plaintiffs' representation, while aware of the fact that many localities
42 Steel Co. v. Citizens for a Better Environment. 523 U.S. 83, 86 (1998).
43 Ibid at 109-110.
44 Steel Co.. 523 U.S. at 87-88.
45 Supra note 28.
46 42 U.S.C.§§ 11001-11005.
4742U.S.C.§11001(a).
4842U.S.C.§1100I(b).
49 Kuszaj, J. (1997).  The EPCRA Compliance Manual. American Bar Association Section of Natural
Resources, Energy, and Environmental Law, p. 15.
50 42 U.S.C. § 11003(c) requires the following: (a) facilities where hazardous substances are stored or used
and routes used to transport these substances, (b) procedures to be followed in the event of a release of the
substance (to include responsibilities of owners, operators, and medical personnel), (c) designation of a
community emergency coordinator, (d) procedures for providing prompt notice of a release to the public
and to key personnel, (e) methods for determining the occurrence of a release and the population affected,
(0 descriptions of emergency equipment and facilities in the community and identification of those who are
responsible for such equipment at each facility, (g) evacuation plans and alternative traffic routes, (h)
11

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 (possibly including Denver, where the Fire Department served as the custodian of many
 of the EPCRA-mandated documents) were slow to develop their emergency response
 plans, chose to focus instead on the notification requirements of EPCRA.51

       As with many environmental disputes, this conflict had the potential to follow a
 model of regulation where one party (EPA Region VIII) chooses to regulate prior to
 another (citizens using the citizen suit provision of EPCRA), reducing the chance that the
 second party will achieve their intended outcome.52 Roughly four months after the HCL
 spill, the EPA Region VIII filed an administrative complaint under Section 103(a) of
 CERCLA against Vulcan. Under CERCLA, the person in charge of a facility utilizing
 hazardous substances must notify the National Response Center immediately following
 knowledge of the release of a substance hi an amount equal to or greater than reportable
 quantities.53  Failure to notify the NRC can result in penalties as high  as $25,000 for each
 day a violation continues under CERCLA. The two parties entered into negotiations and
 Vulcan agreed to pay $844 in civil penalties while entering into a Supplemental
 Environmental Project to assist the Denver Fire Prevention Bureau in  meeting its EPCRA
 obligations (a project to cost no less than $3,163). Following the issuance of a Consent
 Agreement between EPA and Vulcan,54 the residents filed a citizen suit under Section
 326 of EPCRA. While EPCRA's citizen suit provision gives residents a mechanism for
 ensuring compliance with the statute, the extent to which the statute's requirements
 differed from CERCLA's was subject to interpretation. Defendants in turn suggested that
 settlement under CERCLA with the EPA precluded the resolution of EPCRA claims.55
 Plaintiffs attempted to show that CERCLA only addressed Vulcan's responsibility to the
 government, while EPCRA required a series of additional steps including a specific, post-
 accident, written explanation of what happened, why, and steps that individuals should
 take to prevent reoccurrence.
56
       A complicating factor in the litigation involved questions of ownership and
liability, as defendants GATX, GATX Capital, and Vulcan sought to prove that
reasonable discretion and responsibility for preventing accidents fell upon each other.57
training programs for emergency planning personnel, and (h) methods and schedules for exercising the
emergency plan,
31 Interview with Attorney, March 6, 2002, in Boulder, CO.
52 While citizens filed their notice and intent to sue on July 13, 1995, they had to contend with the fact that
a consent agreement had already been reached between the EPA and Vulcan when their complaint was
filed.
53 Long, V. (1999). The complexity and lack of incentives in the release reporting requirements of
CERCLA Section 103.  Virginia Environmental Law Journal, IS: 245-278.
54 Shortly thereafter, a Consent Order was issued pursuant to Section 109 of CERCLA on October 4, 1995.
Consent Agreement, United States Environmental Protection Agency Region VIII v. Vulcan Materials
       ., CERCLA-VIII-95-25, October 2, 1995.
35 Opposition to Vulcan Materials Company's Motion to Dismiss. Neighbors v. Vulcan. CA 95-D-2617
(N.Co. 1996).
57 Answer by General American Transportation Corporation and GATX Capital Corporation. Neighbors v.
Vulcan. CA 95-D-2617 (No.C. 1995); Brief in Support of Motion for Summary Judgment by General
American Transportation Corporation and GATX Capital Corporation. Neighbors v. Vulcan. CA 95-D-
2617 (No.C. 1996).
12

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        Elements of Dispute Resolution Process, Mediation was proposed by Vulcan
 Materials after the Court granted summary judgment to GATX and GATX Capital while
 finding that plaintiffs' suit was not barred by the existing Consent Agreement between
 the EPA and Vulcan.58  It was the first time a community was granted standing to sue in
 an EPCRA case. Parties filed motions for extension of time to answer the citizens'
 complaint while attempting to engage a mediation process. An experienced mediation
 firm, CDR Associates, was chosen to provide neutral assistance throughout. The
 decision to agree to move forward with the mediation was made  by at least several of the
 plaintiffs, who believed that the forum was better suited for reaching their objectives,
 which in part could not be achieved through litigation:

        The other tiling that is most fundamental to any of this is we went in that door saying there are
        several things that we want and money is not in the top five. We want those people to understand
        who we are, we want those people to learn about our community, we want those people to have
        some sense of what they did and who they harmed.  We don't want to sit down here and say there
        was a spill, give us money. We want them to walk out of this room and understand that there are
        living human beings here and children and a community and a way of life that was disrupted and
        that money isn't the answer. What really is going on here is that there's this total disconnect from
        diem, the company and what they do and the fact that they are a neighbor to us, they're in our
        neighborhood, they're in our community, and yet they're totally  disrespectful. Not in the spill.
        When they move in here and they don't bother to meet you and they don't bother to talk to you
        and they don't come to the community association meetings and it's like you don't even know
        they're there until they spill 3000 pounds of HCL on you. You know, that's what we wanted, that
        somehow or another we should become human to these people. We  are human beings and we
        have children and we have lives and that we're not to be discounted. And that was our major goal
        there, that we had to touch these people, we had to get inside of those human beings and to help
        them to see other human beings, not adversaries, not those colored folks, we needed them to see
        human beings who were vital and valuable.  And that was our goal. And we discussed it and we
        planned it and we had done it before and we knew what we were doing, and that was clear to our
        attorneys, too.59

        Pre-mediation. An overview of the pre-mediation phase of the process appears hi
Table 2. The primary objectives of this phase were to (a) agree to mediate, (b) choose
and legitimize representatives for each side, including the mediation team, (c) internally
develop objectives, and (d) begin to shape the process through interaction with the
mediation team as they assessed the conflict and representational issues, culminating in
the drafting of groundrules and an agenda for the process. Each of these elements was
mutually reinforcing, particularly from the perspective of local residents.  By agreeing to
mediate, plaintiffs expressed a desire to move beyond punishment of an isolated incident
to an understanding of the dynamics which were prevalent throughout the entire
community and could lead to potentially more serious threats to tiieir safety.  Such an
understanding would affect not only Swansea-Elyria but communities located near scores
of other railroad terminals, tanker storage sites, and other chemical operations. Further,
plaintiffs recognized and communicated through meetings with NTFC, CCC, and United
Swansea members that tangible benefits to the broader community could not be achieved
through litigation, as the cause of action in Neighbors v. Vulcan was linked to a limited
58 Memorandum Opinion and Order. Neighbors v. Vulcan. CA 95-D-2617 (N.Co. 1997).
59 Interview with Swansea resident, March 5,2002 in Swansea.
13

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 set of possible court-imposed remedies pertaining to a specific site. That said, it was also
 accepted that mediation would supplement and not replace adjudication of residents'
 claims, should the former prove ineffective.  As residents developed a shared sense of
 mediation's potential, their actions communicated legitimacy to Vulcan and CDR
 Associates, the non-profit mediation firm that was ultimately agreed upon.
        Initially, the mediators sought to assess (through interviews and discussions with
 each party) the appropriateness of representatives and their willingness to attempt
 mediation and work with the proposed  mediation team.  This process culminated in the
 convening of a first meeting and agreement over the appropriate venue and  space,
 drafting of groundrules that would guide conversation and the actions of parties during
 and after each session, and drafting of an agenda for Day 1. The groundrules are
 instructive in the context of resident reactions to the proposed process. Residents, during
 pre-mediation forums, expressed their strong doubts about the possibility of settlement:

        They were all in favor of it. They were also skeptical of it, because all of them were some older
        folks hat had been doing it and they said we've been fighting these battles since the highways cut
        the neighborhood in half. The railroads were expanding and different things happening. The
        businesses that were expanding and the housing going away. The National Western Stock Show
        was expanding and it took up half the housing stock out of Elyria and Elyria was  almost left with
        nothing as far as housing stock goes.  So people were really, what they were saying was we're
        glad that you're able to understand this stuff, because we're certainly not understanding a lot of
       these things, they're too technical for us, and we really want you to take on the issue and take on
        the fight but we want to say that you're spinning your wheels. We fought these battles with the
        city, and it doesn't matter what you do. The people with the money and the city,  and those are
       usually in the same seat, they're going to do what they want to do anyway. So you're going to
        spend a lot of time, get a lot of people excited, and you're going to end up with nothing.60

 With the views of the broader community in mind, plaintiffs expected the mediation team
 to provide a space in which historic power imbalances would be neutralized, at least in
 part, while the strength of other options such as adjudication were preserved. Plaintiffs
 had a good sense of the various tactics that could be used during negotiation and
 importantly, which could be addressed through the structuring of the process and which
 they would have to identify and counter on their own. The groundrules and agenda for
 Day 1 provided some of the assurance plaintiffs were looking for:  information would not
 be shared or influence court proceedings, media interaction was limited to joint
 statements, plaintiffs' desire to be understood and respected as human beings was agenda
 item one, plaintiffs' need to understand the circumstances surrounding the incident was
 agenda item two, attorneys, whose objectives at times ran counter to those of their clients,
 were given a limited, clarifying and informational role, and expectations for resolution
 were built around the need to address EPCRA and the residents' "sense of harm."
       The meetings were scheduled for a small rental office space with breakout rooms
 and secure telephone access to those with decision-making authority for Vulcan, after
 suggestions for holding the sessions at CDR, CCC, or the basement of a local
 Presbyterian church were rejected. The Spartan setting served to magnify expressions of
 "righteous anger" by plaintiffs and blunt statements by defendants without attaching them
to certain symbols that non-neutral spaces might suggest. This encouraged  the parties to
move from earlier stages of anger and defensiveness to an expression of shared interests,
60
  Interview of Swansea resident, March 8,2002 in Swansea.
14

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 which would begin toward the end of the first meeting.  The absence of other parties such
 as those involved in emergency planning and response activities limited distractions to
 the central group dynamic at work: the transition from interests in acknowledgement,
 accountability, and recognition, which were infused with strong emotions and historically
 significant issues, to problem-solving and relationship-building based on linked issues
 and forward-leaning time horizons.

 Table 2. Neighbors v. Vulcan Mediation Elements: Pre-Mediation.
Initiation
                  60 day notice of intent to sue    Executives, through counsel,     Was conlaGied by Vulean
                  indicates that the Land and      Land and Water attorneys       after residents declined
                  Water Fund of the Rockies,     after community was granted    their suggestion of using
                  representing plaintiffs, "has a    standing to sue under BPCRA;   l&e Keystone Center
                  policy of pursuing negotiation   suggested die Keystone
                  whenever possible" and        Center, with who they had set
                  awites Vulcan to "discuss       up CAP's in the past
                  with us your compliance with
                  the Act"
Representation
                  Executive Director, Cross       Manager ofPublic Affairs,     Mediation team consisting
                  Community Coalition and       Chemicals Group of Vulean    of two senlormediators
                  President, United Swansea      Materials; Director, Logistics   (one of whom was an
                  (attendance by 2-3 other        in Chemicals Group; Counsel   attorney)
                  plamtiffis who didn't actively    (1 cotporate and 1 outside
                  participate); Counsel (2         counsel); on-site employee
                  attorneys)                    (present at first meeting only)
15

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Objectives
Vulcan has to "own" its
mistakes; has to team about
neighboring communities; has
to otffer a settlement;
settlement will NOT be
divided among plaintiffs (must
serve broader community);
settlement must specific about
what settlement Is for

Counsel: Add legitimacy to
cl
Protect reputation; protect
shareholder value by limiting
settlement value (potential
penalties were significant);
                 competence, aggressiveness
                 when necessary
representatives of the
community; (later) understand
why Vulcan's actions were
considered offensive and
inadequate

Counsel: Protect shareholder
value by arguing that Vulcan
had taken sufficient steps
following incident; protect
broader corporation from
precedents that would require
costly changes elsewhere
Explore possibility of
settlement without
transformation of clients
or their relationships;
provide sufficient time for
airing and understanding
of grievances
       Mediation. The plaintiffs entered the mediation phase well-prepared to frame the
discussions around the need to redress "damage done to the community" while treating
the HCL spill and delays in evacuation and notification as symptoms of broader causes of
that damage.  The challenge came in convincing Vulcan that their interests in addressing
wider-ranging conditions overlapped with the community's. Ironically, it was the early
discovery that Vulcan had decided to close the terminal in Swansea and leave the area,
and the company's rationale for doing so, that allowed the group to transition to future
relations and problem solving around community-industry dynamics and needs.
       In the early 1980's, the facility in question employed two staff members.
Economic conditions led Vulcan to reduce its on-site staff to one terminal operator. In
the fall of 1994, Vulcan determined that the site was no longer economical, and that
leaving one staff person on site was not safe for the employee or the operation. In
addition, vandalism, theft of guard dogs, and shooting at the railroad cars were reported.
Vulcan declared the site unsafe and on February 2,1995 an action plan to close the site
61 Mediation notes recited during Interview with Mediator, March 7,2002 in Boulder.
 16

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 was put together. Less than two months later, the HCL incident occurred. It became
 apparent early in the first mediation session that the concerns which led Vulcan to close
 its operations were shared by local residents, who were also given substantial time,
 without interruption, to offer their account of the community in general as well as the
 accident.62

         In the neighborhood association, a lot of concerns would come up. We started noticing that there
         were a lot of things that were going on in the park that were changing. Our community was in a
         big change, there were lots of folks that lived around there that their families had been there 20,30
         years, and so people were quite concerned when we started hearing some of the things mat were
         going on in the neighborhood and that led us to concerns that were concerns of the park. And
         those were, that a lot of the old families were moving out and we were getting lots of new people.
         And a lot of the new people coming in were Mexican nationals.  And so we were getting a lot
         more kids in the neighborhood, a lot more families into the neighborhood and the neighborhood
         was growing quite rapidly. But with that, some of the things that they had done back home were
         becoming evident that they were doing mat here as well. And a lot of that was guns. On Saturday
         evenings, Friday evenings, five or six  of the men would be sitting outside the house, just sitting
         around drinking, and there were certain areas that are kind of isolated that are close to the tracks
         that dead end, and lots of rental houses. So people living in those areas would be drinking in the
         evening and later in the evening they would be a little bit drunk and we had a lot of reports of
         gunfire going off, gunfire firing around the park area and at the ends of those dead end streets
         adjacent to the train tracks.63

 These concerns were linked to Vulcan's during the first mediation session by the
 plaintiffs:

         Companies like yours they come in, they plant down, they put up fences, they buy the dogs, and
         it's a message to us of how bad are we. How awful are  we. How horrible are we that we must be
         locked out and have dogs in case we come near your site and that's the message mat you send.
         And it's a bad message. You make no effort to know us. We're your neighbors for pete's sake.
         You know, there are houses not two feet away from where this spill happened.  People living there,
         children living there, and you don't come over and say hello. You don't come to the
         neighborhood association as other companies have and say we're so and so, mis is where we're
         housed, we wanted to let you know about us. You don't come to the family center and say we
         have jobs, we'd like to post it with you to employ  people. You set down there with some of the
        most dangerous chemicals in the world, put up your walls and buy your dogs, ignore us and then
        are surprised when something like this happens, that we say we'll take you to court. What's the
        surprise? There's no relationship.  If you were to respect people, treat them with respect, you
        would come to the neighborhood association meetings, we'd say let's see your emergency plan
        and go over it, let's have an evacuation plan and go over it, let's make sure that we keep in contact,
        you'd have maybe one or two folks from the community working there. We would have a
        relationship so that when the accident happens we  could look at each other and say hey, we know
        how to deal with it. Then we'd sit down later and  say how did the accident happen, how could it
        be prevented. Not only would we not end up in court, we could learn from that, we could be in a
        better position, but you totally discount us. "Well, you know we have heard a lot of things in this
        neighborhood you know like gangs and the people that were shooting, whatever.. .Does this
        neighborhood have troubles?  You bet  they do. Like any other neighborhood, especially low-
        income neighborhoods. We have our share of gangs.  People do steal, do they not? You bet they
        do. And does that happen in every industrial area in this country? You bet it does. But you know,
62 The mediation team focused early discussion on "what the community looked like" apart from how they
were affected by the HCL spill, the residents' account of the spill, and Vulcan's account of what it was like
to operate the terminal and deal with the spill,  ibid,
63 Supra note 59.
17

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        the thing that's going on here is that you see us as the other, and we are not the other. Don't you
        know that one of our greatest fears in life is that one of these gang members is gonna take a shot at
        one of those tanker cars and it's gonna blow up?64

 Accounts of the first session suggest that it was this linkage of facility operations to
 neighborhood safety that led to considerations of how Vulcan could prevent such
 occurrences in the future at other sites.  Some suggest that Vulcan's initial response to the
 possibility of residents helping to protect site operations from vandalism was in fact
 hostile. Others say that there was a moment where both sides realized the extent to which
 they were dependent upon one another, despite their previous lack of awareness of this
 fact.  In either case, this pivotal moment shifted the focus from historic problems to
 improving community relations at other sites and protecting residents from adjacent
 industries. Residents were well-prepared to discuss both issues and to offer solutions that
 would form the basis for settlement of Neighbors v. Vulcan.

        Vulcan's decision to close the terminal and the fact that the HCL spill was not an
 ongoing threat shifted Vulcan's focus to other sites while freeing residents to focus on
 broader community problems. After an initial offer which Vulcan had been authorized to
 make to plaintiffs ($10,000) was resoundingly rejected, the parties began to draft
 principles of settlement.  Parties began to work under conditions of greater mutual respect,
 which was encouraged by the limited role granted  attorneys, parties'  candid accounts of
 living and working conditions, and Vulcan representatives' admissions of past errors
 (made easier by the fact that these admissions had already been made in settling the
 EPA's administrative action) and even apology for the entire incident. The principles
 were:

    1.  The community should know what happened during the mediation
    2,  The community should know of Vulcan's apology in that it shows respect to the
       people of the community
    3.  Information regarding what happened during the spill and any health impacts that
       could result should be made clear to the community
    4.  Vulcan should have an opportunity to repair its reputation within the community
       by being given access to the community
    5,  This experience should somehow inform other communities and be a model for
       improving processes (preventive as well as emergency preparedness) that would
       be helpful to both sides
    6.  An agreement that is seen as fair by both sides would include a dismissal of the
       lawsuit with prejudice
    7,  The settlement agreement will require oversight.  Dismissal of the lawsuit will
       therefore include court oversight and enforcement
    8.  Parties should consider a supplemental environmental project as  part of
       settlement65
64 Supra note 58.
63 Mediation notes recited during Interview with Mediator, Supra note 60.
18

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 At this point, residents revealed what was indeed a strong vision for a suitable remedy
 under the final principle.  In the early 1990's, the community had held a needs
 assessment and a three day charette in order to draft a neighborhood plan for Swansea,
 Coincidentally, the area near Vulcan's former operations was heavily dominated by
 industry. At the comer of 51st and Steele Streets was the last piece of green space
 (roughly two acres) in the area, behind which stood residential homes. Residents had
 suggested that the parcels be converted to a neighborhood park so that a buffer zone
 separating homes and industry could be created through use of shrubbery and fencing. In
                                                                addition, the City of
                                                                Denver had leased
                                                                land in North
                                                                Swansea to a
                                                                number of trucking
                                                                companies at
                                                                below-market rates.
                                                                Near the trucking
                                                                facilities lies a
                                                                mobile home park
                                                                that lacks even a
                                                                foot of green space
                                                                and at the time
                                                                housed 88 children.
                                                                The children were
                                                                forced to play in the
                                                                streets, which
 continued to see heavy truck traffic. Plaintiffs made use of this story, in addition to a
 wealth of materials, photos, and plans to argue for the need to acquire the 51st Street site
 and convert it to a park. Their proposal included demographic data, information on land
 use trends and toxics release data for the zip code, and a diagram of the proposed park
 with two options for acquiring the site.66 Parties agreed to gather additional data between
 the first and second mediation sessions, in order to more carefully consider the park
 option.
Figure 3. Mobile Home Park in North Swansea
66
  Cross Community Coalition, Swansea Community Park Project Proposal (no date).
19

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 leveraged by the plaintiffs to seek grant and city council assistance. After both sides
 presented their information regarding park feasibility and reported on their meetings with
 outside people, Vulcan declared that it had a final offer to make:

        Joy, who had the ear of the president of the Corporation, had parameters that she knew that she
        could go, from one to the other.  Well, I think it went up to [undisclosed amount].  And her
        lawyers still were saying you have no need to do that, it would not be a good idea to do that, it
        would set a bad precedent. It's a bad idea...And at some point, Joy just sat on the edge of her
        chair and said do you know what, I'd like to offer you [undisclosed amount]. And you could hear
        a pin. At which point everybody said let's take a break. And it was, she wanted to do it.  She felt
        as though what they had done had caused harm in a way that their lawyers couldn't get.  She got it,
        and she just wanted to do it, so she did it.67

 Plaintiffs returned and accepted the offer, whereupon Vulcan asked for their help in
 developing a blueprint for future community relations. The remainder of the meeting was
 used to settle a disagreement over attorneys fees and to draft the specific language  of the
 Settlement Agreement, an Escrow Agreement, an Additional Settlement Agreement, and
 a Stipulation of Dismissal of the litigation.68 These documents were finalized at a  later
 date and signed by all parties to the litigation.  The major elements of the Settlement
 Agreement are listed below:
67
  Supra note 60.
68 Exhibits to Order. Neighbors v. Vulcan. CA-95-D-2617 (No.C. 1997).
21

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                  TableS.  Neighbors v. Vulcan Settlement Elements
             t                  >   ,,     Bfcmmit
 Court has jurisdiction over the Parties and the subject matter of this action pursuant to EPCRA
Agreement applies to the parties, their directors, officers, employees, members, successors, and assigns
 Before December 4,1997, Vulcan will deposit with an Escrow Agent of the Swansea Community Part
 Project the sum of $125,000 to be used for purposes of purchasing an interest in and/or developing lane
 to establish a public park or making other improvements to public lands for recreational purposes wimii
 the Swarisea neighborhood
 Details of specific expenditures of the Escrow Property will be determined by majority  vote o
 individuals comprising the PlaintMfe (CCC-one vote, NTFC-one vote, individual members of Plaiatifl
 party-one vote); Escrow Agent must abide by the directions given by representatives of the Plaintiffs
 Vulcan will reimburse Neighbors $35,000 for expenses, attorneys1 fees, an4 costs incurred in connectioi
 with tile legal action
 Parties will meet at the CCC together with Transcare State and Regional Coordinators to begin the
 process of drafting protocols for ongoing work with fee community.  Goals shall include providinj
 guidance to industry for their work with other communities, as wll as guidance for how communities
 might work together with industry using the factual backdrop of the action as an example
 This agreement and the Additional Settlement Agreement constitute the entire agreement between th<
 parties
 This Agreement shall be binding upon and shall inure to Hie benefit of the Parties and their respectivi
 successors and assigns
       Implementation presented its own set of challenges, although the agreement was
rather straightforward.  The CCC wrote a grant for $180,000 to cover the additional cost
of the land, which it had planned to do even before the agreement was reached.  The
undisclosed sum sat in escrow for several years and accrued interest, leaving the
community in need of just $18,000 before they could purchase the property at fair market
value. Through the City Council, the CCC convinced the Parks and Recreation
22

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 Committee to give them the remaining funds that they needed. The parcel has been
 purchased, and the National Park Service is helping CCC and City brownfields workers
 to determine if the site is contaminated. Amazingly, the site, located within an area that
 is almost universally contaminated by some level of lead or arsenic, appears free from
 these substances.69 Groundbreaking on the park will happen in the near future.
        Meanwhile, plaintiffs and Vulcan worked to drafts Blueprint for Community
 Relations and Involvement* a guide to community outreach that has been widely
 distributed.70 The document includes detailed steps for companies just starting to
 communicate with their host communities, including guiding principals for community
 involvement that mirror many of the lessons learned during the mediation process.
 Parties also made several presentations, to an annual meeting of the Society of
 Professionals in Dispute Resolution, to senior attorneys for the Chemical Manufacturers
 Association, and other smaller venues.  Vulcan took at least some of the
 recommendations listed hi the Blueprint seriously:

        We have since shut down some terminals and re-evaluated some locations as a result of this
        because we felt like there were potential risks that outweighed the benefit of having those and that
        we wouldn't be able to do the kinds of things there that were needed to ensure that we were
        basically not going to have a situation like this again, or if one happened that we would be able to
        address it.. .Another thing I think is that we learned out of this, that companies need to do a better
       job of figuring out who the stakeholders are and being more aggressive in seeking out problem
        spots and frankly we had a lot of success under our belt with advisory panels but our model was
        really limited to manufacturing sites and we - you just can't ever get complacent in that arena.71

       Discussion.  In communities such as Swansea-Elyria, multiple, overlapping
 sources of environmental risk, and the timing required to address quality of life issues can
 serve as sources of strength when grievances against a limited set of polluters are
 addressed.  The manner in which Neighbors v, Vulcan was settled suggests that
 environmental justice organizations can and should consider, prepare for, and shape a
 mediated process so that their comparative advantages are leveraged to the fullest extent
 possible. These advantages include:  (a) knowledge of community needs and the ability
 to mobilize consent around new ideas and proposals, (b) an understanding of the
 interconnectedness of environmental hazards, the dynamics behind their common
 location within a given place, and ways in which they can be mitigated or reduced (c) an
 intimate understanding of how common mistakes and accidents that are taken for granted
 in industrial society affect people's daily lives, and (d) connections to local officials and
 political leaders that may not be shared by industries, particularly those managed from
 out of state. Traditional means of resolving environmental disputes (i.e., hearing
 processes, adjudication) do not give community groups a chance to make use of these
 advantages, because they concern a narrowly constructed set of questions of fact or law
 that minimize the value of brainstorming, joint fact-finding, or inventiveness and restrict
parties to consideration of an isolated, ongoing incident. Pursuing environmental justice,
on the other hand, requires that attention be turned toward multiple sites, longer tune
69 Supra note 58.
70 Granado, L. (1997). A Blueprint for Community Relations and Involvement. Published jointly by the
Cross Community Coalition and Vulcan Chemicals.
71 Interview with Vulcan corporate official, Supra note 18.
23

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 horizons and slow-moving processes of change that need to be set in motion. If carefully
 structured, mediation can give community representatives a chance to think about and
 address the broader challenges that will remain, regardless of the outcome of the matter at
 hand.
        To accomplish this in Neighbors v, Vulcan^ plaintiffs had to shape the process,
 including the role of the mediators.  This involved considerable preparation, including
 years of assessing community needs and developing plans and proposals, with multiple
 options for future site development before the dispute even materialized. It included the
 development of strong networks to overlapping communities of interest (older residents
 involved in the first wave of environmental struggles surrounding 1-70, residents involved
 in organizing around the ASARCO/Globe site, neighborhood associations,  and family
 service providers) that could be assembled within a short period of time.  It required
 legitimation of their position as representatives of these overlapping communities and
 proponents of solutions that would satisfy a broader set of interests than their own. And
 it called for highly articulate leaders who could focus the agenda, groundrules. and
 discussions on appreciating past events for the purpose of focusing on relationships and
 remedies tied to cumulative effects of industry or prevention on a scale broader than the
 site in question.
        The overlapping concerns for site safety (protecting operations and lives), once
 aired, marked this transition from appreciating past events to broader mitigation and
 prevention work. It was the mediation space, beyond any actions of the mediation team,
 that gave parties a chance to move in this direction.  But while the mediation team did not
 plan on transforming relationships between parties, it did work at the margins to ensure
 that the parties' interests could eventually be  addressed in a constructive manner:
 attorneys were given a limited yet important role to play (information, party and process
 legitimation when necessary), uninterrupted opportunities for the community to share its
 story and prove its competence were scheduled and enforced, and once parties turned to
 problem-solving, the mediators offered careful documentation and guidance during the
 due diligence phase.  Had the dispute involved more specific aspects of site operations,
 the mediation team would have been responsible for controlling the pace of conversation
 and making sure that all sides had access to technical assistance.  Beyond this, the
 community leaders were well aware of negotiation tactics and how to spot and defend
 against them (i.e., anchoring what the other side expects they will receive by making a
 first offer, tuning and location issues, preconditions to agreement). And they came
 prepared to discuss solutions that were tied to their intimate knowledge of community
 needs and political feasibility.
       Of course, the unique circumstances of the case  (Vulcan had closed the site and
 there  was no on-going threat from their tankers) may seem to suggest that there was no
 other choice but to direct parties' attention elsewhere. Yet, it is equally true that the
 community activists involved had only begun to scratch the surface in terms of possible
 solutions that could have grown out of their comparative advantages. Note  that the
 ultimate solution, a park that would serve as a buffer zone, was tied to the clustering of
 trucking operations, the specific needs of a mobile home, broader community buy-in and
 willingness to assist, and broader concerns over industrial zoning in northeast Swansea
and the lack of open space.  These pieces of a narrative that the residents constructed
around the proposed solution are but a few of the dozens that were raised during
24

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  interviews.  The activities of small metal shops and painting operations in the area, truck
  traffic, use of the railroad tracks by other industries, terminal surveillance, access to
  networks that could help in disseminating information during a release, sites that
  remained open to future industrial development where transfer stations and incinerators
  had already been defeated, and many others were also aired, and continue to linger in the
  air, waiting to be skillfully attached to solutions that are forward-thinking and take
  advantage of the different time horizons of the parties to a dispute (in this case,
  immediate gains to Vulcan's understanding of community relations and prevention in
  other communities were linked to delayed but meaningful gains to quality of life in
  Swansea) Fitting these pieces together requires a flexibility and creativeness that
  mediation can encourage.
                        FigureS. Site of Future Swansea Community Pare.
25

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     Windows of Opportunity for Mediation in Swansea-Elyria, Colorado
                                       PART II.

        Had we had some opportunity to shape that mediation it would not have looked like it did. But
        given that the situation was already predetermined, we have to be at the table.  The only other
        tiling that we could have done to change it would have been to not participate - Swansea Resident

                                      Background.  Environmental justice disputes add
                               distinct layers to existing regulatory, corporate, and
                               industry developments.  Communities are increasingly
                               able to maneuver through these realms and understand the
                               extent to which each can contribute to or help resolve
                               risks to resident health and well-being. Yet, problems of
                              judging whether behavioral changes by any given firm
                               will yield noticeable improvements to quality of life at
                               different geographic scales and dealing with this
                               challenge within the context of multiple, overlapping,
                               existing processes can limit the effectiveness of mediation
                               in meeting a community's interests. As the communities
                               of Swansea and Elyria entered into a second mediation
                               regarding air emissions,  they were given little time to
                               come to terms with these challenges.
                                      The Conoco Petroleum Refinery72, located 1,5
                               miles northeast of Swansea in nearby Commerce City,
was not technically a neighbor, although many of the odor complaints received by the
state were from Swansea-Elyria.73 These complaints peaked in September, 1996 when a
disruption in refinery operations resulted in flaring that contained substantial amounts of
sulfur dioxide (SCh).74 Conoco would later be accused of violating the Federal Clean Air
Act by emitting sulfur dioxide and other compounds  (potentially in excess of permit
limits) and flaring certain gasses in violation of permit conditions.75  Litigation was
Figure 6. Conoco Refinery
 from Brighton Boulevard
72 The Conoco Refinery has the capacity to process approximately 57,500 bajrels of oil per day. The
refining process involves separating hydrocarbons from crude oil and converting them into products.
Crude oil, which contains a variety of toxins and impurities (such as sulfur), is first heated in a distillation
column.  This process causes various gasses to rise through the distillation column where they cool down
and form liquids that move through piping and are used for various products (fractional distillation): heavy
oils condense at the lower level of the column and are used for domestic heating oil, lighter products gather
at the middle level and are used for gasoline and kerosene, and some are unable to condense and pass into a
vapor recovery unit.  The latter are then processed through a process called cracking (the application of
either heat or chemicals), A number of toxic substances are released at various stages of the process, such
as volatile organic compounds like benzene, toluene, and xylene. Conoco ranked among the highest
producers of toxic air emissions in Colorado at the time of this study.
 Lorraine Granado, a plaintiff and head of the Cross Community Coalition, lived five blocks from the
refinery with two sons at the time. Michael Maes, a plaintiff and head of United Swansea, also lived within
the area most immediately impacted by Conoco's violations.
74 Jerry Heyd, Refinery Manager, Conoco to Hugh Davidson, Air Pollution Control Division, CDPHE, RE:
Tri-County/APCD meetings with Conoco on August 13 and 29,1996, September 12,1996. ADD
75 Complaint, COPIRG Citizen Lobby. Lorraine Granado. and Michael Maes v. Conoco. Inc.. CA 98-30
(N.Co. 1998).
26

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 initiated by the Colorado Public Interest Research Group (COPIRG), who had been
 active in passing the Colorado Clean Air Act in 1992.76  The CO CAA required industries
 to more fully disclose their annual emissions through use of Air Pollution Emission
 Notices (APEN's)77, which went above and beyond the EPA's Toxics Release Inventory
 and gave COPIRG and public interest attorneys a clear suspicion that Conoco was
 illegally venting sulfur dioxide.  The Swansea-Elyria communities became involved as
 joint plaintiffs with COPIRG on a citizen suit under the CAA.
        The Problem.  COPIRG, an experienced public advocacy organization, had begun
 to look at stationary sources of air pollution across the state in 1990.78  They conducted
 an early assessment of the CAA as it was federally reauthorized in 1990, determining
 what percentage of emitting sources would be cut through federal statutes. Conoco
 appeared in the early  1990's in their analyses of the Denver metropolitan area as one of
 the major sources of air pollution, particularly criteria air pollutants.79 At the time, its
 emissions were dwarfed by those of power plants such as Public Service Company (now
 Excel).80 COPIRG worked with Environmental Defense and the Land and Water Fund of
 the Rockies to reach a voluntary agreement with Public Service where the company
 would receive tax credits for pollution control equipment. This left oil refineries as the
 largest source of sulfur dioxide and nitrogen oxide emissions in the greater Denver area.
       An attorney at the Land and Water Fund of the Rockies, based in Boulder, CO,
 was also investigating the refinery's activities,81 His research, based in large part on a
 review of public documents such as facility permits, focused on the refinery's sulfur
 recovery operations.

       Conoco had two different pollution control devices, #1  and #2. And the refinery according to
       Conoco needs to operate 24 hours a day, 365 days a year, and yet those pollution control devices
       need to be shut down for maintenance periodically and sometimes it's for a long period of time.
       So you would think mat OK, it's a redundant system. If you shut down one, then you reroute all
       the gasses through the second one and when you shut down two you reroute all the gasses through
       one.  For some reason, whether it was one of the devices took liquid as opposed to gas, when they
       shut down one of these they could not reroute the gasses to the other one, so instead they routed
       the gasses to a central flare. Now central flaring is something that all refineries have the ability to
       do for emergency situations but it's a terrible form of releasing. Because flaring doesn't have any
       pollution control capturing. So you're venting the worst of the worst. So there was significant
       flaring going on at Conoco when they'd shut the facility.82

 This problem substantially impacted the refinery's sulfur emissions. Specifically, the
 Conoco refinery contained two units (sulfur recovery units, or SRLTs) where a catalyst is
 used to break hydrogen sulfide (which is formed when sulfur is removed from crude oil)
 into elemental sulfur which then solidifies and can be sold.  Not all hydrogen sulfide is
76 Air campaign seeks ballot spot, Rocky Mountain News, March 12,1992; Tough clean-air bill wins
approval, Rocky Mountain News* May 6,1992.
  See Concept A-l: Elements of a Colorado Air Toxics Strategy, COPIRG Discussion Draft, April 14,
1992; Overview of Hazardous Waste Pollutant APEN Reporting, COPIRG, Denver, CO.
78 Interview with former COPIRG President, March 4,2002, in Denver.
79 Ibid.
80 In 1998, Public Service Company released 18,228 tons of sulfur dioxide while Conoco released 2,498
tons into the atmosphere.
81 Interview with former Attorney, Land and Water Fund of the Rockies, March 6,2002, in Boulder.
27

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  converted.  Some is sent to a "tail gas incinerator" and either flared or burned.  This
  results in a release of sulfur dioxide into the atmosphere during normal operations.
  Conoco was issued a permit in 1991 to construct and operate a second SRU in order to
  handle acid gas from a new Gas Oil Hydrodesulrurizer (GOHDS) as well as sour water
  stripping derivatives.83 This structural change was part of a larger project to produce low
  sulfur diesel fuel.84  The unit experienced operational difficulties, including a period in
  April 1996 where it was shut down for 20 days. When the SRU shut down, a gas stream
  was sent to a flare where it generated SO2.  Venting SO2 into the atmosphere posed a
  nuisance and potential hearth problems to neighboring communities.
        Conoco's SRU #2 permit limited the emissions of SO2 to 85 tons per year and
  19.6 pounds per hour, and required "all gas fixrni the sour water stripper shall be
  processed through the Claus sulfur recovery unit."85 During maintenance, however,
  Conoco would shut down its GOHDS while continuing to operate.  This would continue
  to generate a sour water stripper gas stream (containing an estimated 5 tons/day of SO2)
  that would be sent to a flare and vented into the atmosphere.86  The attorney documented
  the following incidents of SRU#2 shutdowns and sour water stripper flarings between
  July 1995 and July 1996 as part of his preliminary analysis:

 Table 4.  Potential Permit Violations between July 1995 and 1996, Conoco Refinery.87

                          Duration thrs.)

                             46,25                416,67

                               7                 416.67
                      <"'   " " itfll"   '     •,., - ' 416,67 •
                              7.5                 416.67
 October 25,1995
December 10. t995
December 20,1995

 January 21,1096
 "JittMi^MW^
February 23,1996

 March 23,1996
  April 3,1996

  May 14,1996
  7,4
.  4
  U

  .5

457.75
                                                 416.67
                                                 m.6
                                                 416.67
                                                 208.34
                                                r^w**
                                                 416.67
 9.64

 1.46

 1.56
,ft8@
 1.54
Xfcfll
 2.29

 0.05

95.37
     June 14, 1996
                                              125
                                         0,02
83 State of Colorado Department of Health, Air Pollution Control Division, Emission Permit 9 IAD 180-3
issued to Conoco, Inc. (initial approval).
84 Jerry Heyd, Refinery Manager to Bob Jorgenson, Colorado Department of Health, Re: Claus Sulfur
Recovery Unit NSPS Subpart J Applicability, September 24,1993.
"Ibid
86 CDPHE estimates can be found in Robert Jorgenson to Dave Ouimette Re: Conoco problems with
Sulfur Plants, Inter-Office Communication, October 17,1996.
87 Adapted from Randall Weiner to COPIRG Citizen Lobby, Proposed Litigation, October 5,1997.
28

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         COPIRG joined with the Land and Water Fund attorney to investigate a possible
 suit under the state and federal Clean Air Acts,  They also sought out members of the
 affected community:

         We were aware of the concerns going on simultaneously about large numbers of companies
         operating in that area so we made contact with the director of the CCC and spoke with her about
         this issue and brought her in to the information that we had access to as well as the president of the
         local neighborhood association. So we, they had expressed some concern, there was some
         information in the file about concerns, basically neighbors smelling, I mean the oil refineries
         aren't particularly sweet smelling to begin with, but the residents were reporting that there were
         occasionally very nasty smells coming from the neighborhood, and we began to put two and two
         together that these were probably the occurrences of when there was large-scale venting
             •   ftit
         occurring.

 By 1996, residents sensed that certain refinery emissions were increasing substantially
 from the norm, although they were not aware of the underlying causes;

        We didn't know what was going on over mere, but we would readily complain because a lot of
        times when we would see mat big flame at night or during the day and at the same time you would
        start getting the smells from the refinery. And you would smell it heavily in the neighborhood.
        And so we were complaining about a lot of that sniff at the time just like we had constantly been
        complaining for years and years and years about the rendering plant. Some days you don't even
        notice it, but then in the summer times or when the wind's just right it'll gank you, I mean it's a
        foul, foul smell. It's not unheard of somebody getting a whiff of that and starting to vomit.89

        As COPIRG, the attorney, and local residents developed an understanding of
 Conoco's violations, broader regulatory developments began to shape how they would
 eventually resolve litigation over SC>2 emissions. Federal environmental  statutes such as
 the Clean Air Act contain provisions that allow the EPA to place parts of the programs
 under state control.90 This allows the EPA to avoid running programs in  all 50 states, a
 task for which it lacks the necessary resources.91  In the mid-90's, the Colorado
 Department of Public Health and Environment worked on meeting EPA  delegation
 requirements, and the federal EPA began to promulgate monitoring, reporting, and
 enforcement requirements for state implementation (which, in the opinion of COPIRG
 yielded a more collaborative Notice of Violation policy given the CDPHE's agency
 culture).92 By 1998, the  state of Colorado was given interim approval for delegation of
 the EPA's permitting authorities.93 The issue of delegated environmental enforcement is
 closely linked to Colorado's comparatively strong self-audit policy enacted by the state
 legislature in 1997.94 The self-audit policy in Colorado allows "a privilege for self-
88 Supra note 78.
89 Interview with Swansea resident, March 8,2002, in Swansea.
90 See Clean Air Act, 40 C.F.R. Part 70.
91 Hawks, R. (1998). Environmental self-audit privilege and immunity: Aid to enforcement or polluter
protection? Arizona State Law Journal, 30: 235;Markell, D. (2000).  The role of deterrence-based
enforcement in a "reinvented" state/federal relationship: The divide between theory and reality. Harvard
Environmental Law Review, 24: 1.
9242U.S.C. §766la.
93 § 25-7-1 \ I(2Xc), C.R.S. (1998).
94 Colo. Rev. Stat. 13-25-126.5(3) (1997).
29

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 critical analysis done in a voluntaiy self-evaluation of a [company's] environmental
 compliance."95 The Colorado state legislature, when enacting this legislation, stated:

        The general assembly hereby finds and declares that protection of the environment is enhanced by
        the public's voluntary compliance with environmental laws and that the public will benefit from
        incentives to identify and remedy environmental compliance issues.  It is further declared that
        limited expansion of the protection against disclosure will encourage such voluntary compliance
        and improve environmental quality and that the voluntary provisions of this act will not inhibit the
        exercise of the regulatory authority of those entrusted with protecting our environment.96

 Colorado's statutory privilege for environmental self-evaluation was passed in response
 to a 1993 case involving Coors Brewing Company, which was fined over $1 million by
 the Colorado Department of Health after disclosing volatile organic compound
 emissions.97 The company was not required to disclose the information, and had learned
 of the emissions through its own voluntary study.  The state statute went beyond mere
 privilege and relaxed requirements that reporting entities use prompt remediation of any
 contamination that they discovered. The federal EPA and the Department of Justice have
 actively opposed the self-audit policy and expressed the opinion that Colorado can no
 longer meet delegation requirements because of it.  One of the mechanisms for the EPA
 to retain its authority over delegated powers, overfiling, was carried out as part of the
 EPA's attempt to compensate for the state's lack of sufficient use of its enforcement
 powers. Overfiling occurs when the EPA begins an enforcement action regarding a
 program that has been delegated to a state.98 Residents* concerns over Conoco's sulfur
 emissions would be resolved in large part through the settlement of an EPA overfiling.

        The Dispute. Plaintiffs in the Vulcan litigation were able to file suit in a relative
 vacuum: questions of agency responsibilities for emergency preparedness were  being
 discussed and to some degree resolved in ways that did not impact the litigation  or how it
 was resolved. The citizen suit against Conoco, on the other hand, was shaped in large
 part by processes beyond plaintiffs' control. Before COPIRG and Swansea residents
 filed a citizen suit, EPA Region VIII and the CDPHE stepped in,  initiating what the
 former President of COPIRG would refer to as "four games of chess" that were played
 and solved nearly simultaneously among federal, state, and local interests:

       1.  EPA Region VIII overfiled on previous CDPHE enforcement actions on
           March 18,1997, claiming that in a previous consent order between the state
           and Conoco the state did not adequately interpret regulations concerning
           inspections, record-keeping, hazardous waste discharges, notices to the state,
           and penalties associated with certain counts of RCRA  violations;99
93 Formal Opinion of Gale Norton, Colorado Attorney General, No. 98-3 AG Alpha No, HL WQ AGAVQ,
December 1,1998.
96 Colo. Rev. State. 13-25-126.5(1) (1997).
97 S1.05 Million Fine Against Coors May Deter Corporate Environmental Audits, Environment Reporter,
24(13): 570, July 30,1993.
98 Zahren, £. (2000). Overfiling under federalism:  Federal nipping at state heels to protect the environment.
Emory University School of Law, 49: 373.
99 Complaint, Compliance Order, and Notice of Opportunity for Hearing, RCRA (3008) VIII-97-03, in the
matter of Conoco, Inc., March 18,1997.
30

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        2.  The state filed Compliance Advisories under RCRA and the Colorado
            Hazardous Waste Act, regarding the presence of benzene in one of Conoco's
            wells and the contamination of groundwater.100 It also continued to work with
            Conoco on adjustments to its construction permits;
        3.  COPIRG and local residents filed a citizen's suit under Section 304 of the
            Clean Air Act, focusing on the fact that Conoco had failed to detect violations
            for five years as it had not properly monitored its S02 emissions;101 and
        4.  Conoco continued to adapt to a series of regulatory and site-specific changes,
            while working with the CDPHE to ensure that its operations were in line with
            permit specifications. The company stopped producing leaded gas at its
            Commerce refinery in 1990, sought, announced, and then scrapped a proposed
           joint venture with the Colorado Refinery Company to share the costs of
            complying with more stringent environmental controls (requiring .05% sulfur
            diesel fuel by October 1993), addressed the reengineering of a device (the '
            grubbs manifold) that caused the death of a worker who was cleaning a
           reactor in the hydrosulfurization unit, and faced budgetary limits to
           expenditures for on-site continuous emissions monitoring and sought to
           improve their control over fugitive emissions, two areas of concern that would
           be addressed in subsequent consent orders with the Justice Department.

 Table 5 (See appendix) illustrates the progression of each of the above legal and
 organizational developments.
       EPA's RCRA overfiling was both a part of its response to the state's audit privilege
 law and a result of EPA Region VIIFs longstanding attempt to work with the state to enforce
 hazardous waste regulations.  The EPA and the state engaged in joint inspections of the
 refinery in March and April of 1992.  The state cited violations found during the inspection
 in a Compliance Order against Conoco. The Order required compliance within 45 clays and
 required actions similar to what the state had called for in 1985. In December 1995,  another
 inspection took place, unearthing violations that mirrored those found in 1985 and 1992.  The
 Complaint lodged in 1997 amounted to a sprawling list of violations, from faulty
 recordkeeping to storage and disposal without a permit.  The Complaint prompted Conoco to
 file two motions for accelerated decision, claiming that in their rush to undermine the state's
 statutory authority the EPA failed to take a proper inventory of Conoco's inspection
 records.102
       While the CDPHE was arguably sub-par in its enforcement of certain RCRA
 violations, it was actively involved in discussing whether the refinery was required to
 include "routine maintenance" in its APEN emissions estimates. Conoco claimed that
 process unit turnarounds, which resulted in substantial increases in SOa emissions, were
100 Compliance Order on Consent, 98-08-07-02, RCRA (2008)-VHI-98-03, In the matter of Conoco, Inc.,
August?, 1998.
101 Complaint, COPIRG Citizen Lobby. Lorraine Granado. and Michael Maes v. Conoco. Inc.. CA 98-30
(N. Co. 1998).
102 Conoco, Inc.'s First Motion for Accelerated Decision, No. 97-03 In the matter of Conoco, Inc., June 6,
1997; Conoco, Inc.'s Second Motion for Accelerated Decision, No. 97-03 In the matter of Conoco, Inc.,
June 6,1997.
31

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 not distinct from start-ups, shutdowns, and malfunctions and should not be included.103
 In August, 1996, CDPHE requested that Conoco provide the Air Pollution Control
 Division a record of all incidents where acid gas or sour water stripper offgas was
 combusted in the main flare since June, 1993. The information was requested in 12
 month segments, suggesting the agency was investigating when permitted levels were
 exceeded.104 The CDPHE was also actively engaged in a separate RCRA action
 regarding hazardous substances and waste material found to be migrating from the
 facility into groundwater and nearby creeks and wells.  Compliance Advisories were
 issued to Conoco in February and August, 1997.105 Both the EPA Region VIII and
 CDPHE were in the process of resolving Compliance Advisories with Conoco when
 citizens filed suit under the Clean Air Act.
        The citizen suit was planned well before the two resident-plaintiffs were  aware of
 the legal issues involved, although residents arguably assisted COPIRG and the  lead
 attorney in determining the severity of various malfunctions at the facility. The  citizen
 suit was brought under the Federal Clean Air Act for Conoco's alleged  sulfur dioxide
 emissions.106 The problem, according to the original complaint, began when Conoco
 installed a second SRU. The unit malfunctioned on numerous occasions, causing Conoco
 to perform maintenance while diverting gas to its main flare.  In addition to alleged
 violations of permit emissions requirements, plaintiffs alleged that continuous monitoring
 and recording of concentrations of sulfur dioxide discharged into the atmosphere was not
 taking place. Conoco's lack of a continuous monitoring instrument was one of three
 causes of action for the citizen suit (the final being Conoco's failure to process all gas
 from the sour water stripper in the SRU), Relief sought included declaratory judgment, a
 compliance order (that would include monitoring), penalties of $27,500 per day  for each
 violation under the CAA* and $100,000 for beneficial mitigation projects. COPIRG
 asked two of the residents involved in the Vulcan Materials citizen suit  to join them as
 plaintiffs in the case, and the competing focus of the two groups increased the complexity
 of an already challenging dispute. The community representatives focused on
 particularized impacts to local residents and the need for monitoring and resident
 notification, while the state-wide organization sought precedent-setting results at the level
 of construction permitting. Members of Commerce City neighborhood associations were
 not asked to involve themselves in the litigation or the mediation process that followed.

       Conoco Adapts. Conoco sought to adapt to each of the above developments
 through the efforts of managers, engineers, and environmental professionals.     Conoco
 responded to new corporate objectives, pollution control challenges, or regulatory or
permit changes through adjustments in two directions. First, new objectives were tied to
103 Inter-office communication from Robert Jorgenson to Dave Ouimette of CDPHE RE: Conoco problems
with the sulfur plants, October 17,1996; Jay Christopher, Air Program Leader, Conoco to Dave Ouimette,
Air Pollution Control Division, CDPHE RE:  Conoco Denver refinery, SO2 issues, March 20,1997.
104 Jerry Heyd, Refinery Manager to Hugh Davidson, Air Pollution Control Division, Re:  Tri-
county/APCD Meetings with Conoco on August 13 and August 29,1996, September 12,1996.
105 Compliance Order on Consent Number 98-08-07-02, RCRA (3008)-VIH-98-03, In the matter of Conoco,
Inc., August 7,1998.
106 Supra note 101.
107 This section was adopted from Interview of Environmental Director, Conoco Refinery, March 7,2001 in
Commerce City and Interview of Air Program Leader, Conoco Refinery, March 22,2001 via telephone.
32

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 specific roles and personnel from upper management through various incentives. Second,
 middle management used data in what is called the "plant management system" to track
 emissions points (80-85 in all), respond to "upticks" and regulatory exceedances, carry
 out trend, incident, and root cause analyses, and propose changes that accounted for
 budgetary constraints, systems effects, and broader plant optimization goals. The two
 directions often intersected, particularly within a given refinery's various emissions
 programs (i.e., Air Program) and broader Environment, Health, and Safety management.
 These streams of adjustment, adaptation, and innovation were in motion long before the
 filing ofCOPIRG v. Conoco, and provide valuable information on the feasibility, timing,
 and potential effectiveness of various options for source reduction.
         Since 1990, environmental managers at the refinery had been working on nine
 environmental initiatives instituted by Conoco upper management, including a pledge to
 reduce toxic air emissions and hazardous solid waste significantly beyond existing legal
 requirements.  Efforts to adapt to such objectives are limited by whatever information is
 available and the ability to process and interpret the data. For example, sulfur, which is
 allowed in finished products in varying (and over time decreasing) amounts, is not
 uniformly monitored at the refinery, as a patchwork of regulations guide the facility's
 tracking of various chemicals:

        Environmental regulations apply to specific pieces of equipment, so if your piece of equipment is
        covered by a specific regulation that requires a certain kind of monitoring that's what you do.  So,
        for example, I talked about the heaters and boilers we have, and there's a requirement that the fuel
        that you burn, if you mink of them as big gas stoves almost, not to be too simplified, but if you
        think about it, we've got dozens of big gas stoves all over the place, we have one monitor that
        measures the hydrogen sulfide in that gas that goes to every burner, and that's a continuous
        emission monitor. And we have requirements on the limit of hydrogen sulfide we can have in that
        monitor, or have in that gas hi any period of time. So we get a continuous readout. If the monitor
        foils for some reason, then we have to take other samples and get other readings so that even if the
        monitor is not working we have to prove that we stayed in compliance. And then we have a
        continuous emission monitor, when I mentioned earlier all of the changes we had to make in the
        early 1990's to get the sulfur out, we put in a process that helps us process the sulfur, and it has a
        continuous emission monitor for our sulfur dioxide concentration in that. The rest of our facility
        now, because we haven't made the kind of changes mat require the emissions monitors, we use
        what are called AP-42 factors. The EPA has said if you process this much crude oil through a
        certain kind of unit, this is the factor you use to estimate your emissions108

        It depends on the units involved. There's multiple places where we have sulfur dioxide emissions.
        There's one that has a continuous monitor on it. There's one that's not yet been required. We
       have two sulfur recovery units. One of those is continuously monitored right now. The other one
       which is an older one had not triggered the requirement to do so, but under the national consent
       decrees [lodged after the settlement of COPIRG v. Conoco] will. And it will have a continuous
       monitor on that. And there are other sulfur dioxide sources in the plant as well. And some are
       monitored more frequently, some less, a lot of that dependent on regulatory requirements109

Monitoring other sources of environmental contamination, such as particulate matter and
fugitive emissions and flaring, poses completely different sets of challenges.  For each of
these areas of emissions, environmental managers work in teams (such as the Reliability
Group and the Refinery Leadership Team) to (a) stay within permit requirements, (b)
108 Supra note 107 (Environmental Director)
109 Supra note 107 (Air Program Manager)
33

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 avoid upsets and reduce the unplanned release of certain chemicals, and (c) increase plant
 efficiency. Given the fact that the refinery process is continuous throughout the year,
 crude oil and its various toxicants and impurities are flowing through the system every
 hour of every day.  Uncontrolled or unplanned releases, resulting because of electrical or
 system component failure, can account for a significant percentage of overall emissions.
 An upset that lasts  10-20 minutes, where certain streams are sent to a flare to avoid
 overpressuring vessels or spilling hazardous chemicals, can yield more emissions than
 normal operations for 1-2 days.  Routine maintenance factors strongly in attempts to
 achieve reliability and emissions reductions. A weekly incident review process involves
 a formal management review of incidents and in the case of large-scale incidents a root
 cause failure analyses. Under the recent consent decree between Conoco and the
 Department of Justice, the facility must comply with strict guidelines for when to trigger
 a root cause failure analysis (for example, releases of more than 500 lbs./day of sulfur
 dioxide).110
        Communicating what is learned through failure analysis, and assigning new roles
 or incentives to engineering groups, operators (who work on four separate shifts under
 contract), mechanical personnel, and planners who determine how the facility should be
 run is a challenging task.  Equally daunting is the need to target cost-effectiveness across
 the universe of a facility's boilers, valves, pumps, flanges, and other pieces of equipment,
 estimate the effects of any changes  on the system as a whole, and propose changes that
 will remain within projected budget allocations or convince upper management of their
 need.

        The process engineers are kind of the ones sitting out there saying how can I run this unit better?
        What can we do that can create an advantage for us someplace? And so they're by nature looking
        out ahead and I think that's the guys who can do that. And the other one here probably who has a
        really good long-term and kind of how does it all fit together is the optimization leader... The
        barrier is getting projects to be viewed as cost-effective and that might not be at the site level, it
        may be at a higher level than that. I mean there's people look at a project, and a as a company
        you've gotta make money. And so that ultimately sits out there behind things, and people have
        always struggled with the concept of does an environmental project make money and I actually
        think that there's more acceptance now that they do. But the payback's different than what the
        people are normally used to looking for. It might be indirect. Traditionally, from an engineering
        perspective, people would look at a project and they'd say if we do this then we can produce x
        amount more gasoline and that means we make that much money, so you compare that to the
        original cost of the project and you can say yeah, this is justified. And the environmental projects
        don't have the same direct payback to them. Sometimes they are cost-avoidance: if you do this
        you won't get a penalty. Sometimes, and then there's the grey, it's really hard to quantify
        community acceptance."1

The challenges of cost-effectiveness, mining and interpreting thousands of data points,
coordinating among diverse work groups, operators, engineers, and upper management,
and communicating new goals and tasks to over 200 employees on-site are indeed
daunting.  At the same time, they offer opportunities for those seeking to enforce the
permits and regulations that drive much of the refinery's environmental management
work.  Indeed, the fact that citizen concerns over SO2 emissions could be resolved by
110 Notice of Lodging of Consent Decree under the Clean Air Act, Federal Register, 67(17);  3735 (January
25,2002).
111
  Supra note 107 (Air Program Director).
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 finding a practical or engineering solution rather than a legal finding of fact encouraged
 settlement discussions in the first place. But once discussions commenced around
 Conoco's proposed solutions to SO2 emissions, there is little evidence that the mediation
 process offered a full appreciation of how plaintiffs could shape discussions around
 Conoco's broader attempts to address sulfur emissions in order to address the company's
 environmental management challenges. Nor was it clear that EPA Region VIII, the
 Justice Department (involved in settlement negotiations with a significant percentage of
 the nation's refinery operations at the time), or plaintiffs had figured out an appropriate
 division of labor to maximize Conoco's promised reductions in emissions more broadly.
 Lacking broader coordination among these groups, Conoco developed a response to
 EPA's RCRA action that served as the primary driver behind the mediated resolution of
 the citizen suit.

       Elements of Dispute Resolution Process. As indicated in Table 2, the citizen suit
 was filed after the RCRA actions were commenced by EPA Region VIII and CDPHE.
 Plaintiffs gave notice of violations in the citizen suit on November 3,1997.112 EPA
 Region VIII and Conoco had been engaged in an alternative dispute  resolution process
                                                  ,th
 facilitated by an administrative law judge since June 30 1997.    By September 2  , the
 parties to the EPA RCRA action reportedly had "developed some reasonable possibilities
 for settlement that remain to be explored."114 The parties' tone changed a month later,
 when they recommended termination of the ADR process.115  Two weeks after plaintiffs
 in COPIRG et al. v. Conoco gave notice of their intent to sue, Region VIII and Conoco
 made a joint request for a stay of litigation.! 16 Parties believe that it is at this point that
 Conoco began to contemplate and design a settlement that would satisfy the demands of
 Region VIII, COPIRG, residents, and the CDPHE as expressed in the RCRA action, the
 citizen suit, and state activities such as discussions over permitting of the #2 SRU (see
 Table 2).  Court records confirm that two months after a stay was granted for the RCRA
 matter, parties began to reach a "settlement in principle" that included a supplemental
 environmental project (SEP), the magnitude of which "may impact other issues currently
 being discussed by the parties outside the context  of this matter."117 Less than a month
 following the RCRA "settlement in principle," parties to COPIRG v. Conoco began to
 meet under the direction of a mediator to consider the "Conoco Denver Refinery Sulfur
 Project Presentation."118 Importantly, parties to the  EPA RCRA action had to request
 motions for extension of time, and were given several deadlines for submitting an
 executed Consent Agreement to the court.119  Parties to the citizen suit, particularly
112 Notice of Intent to File Suit, COPIRG Citizen Lobby. Lorraine Granado. and Michael Maes v. Conoco.
Inc.. CA 98-03 (No. Co 1997)
113 Notice from ADR Judge, RCRA (3008) VIII-97-03, In the.matter of Conoco, Inc., July 2, 1997.
114 sept 2 - reasonable
115 Report Recommending Termination of ADR Process, RCRA (3008) VIII-97-03, In the matter of
Conoco, Inc., October 1,1997.
116 Joint Request for Stay of Litigation, RCRA (3008) VIII-97-03, In the matter of Conoco, Inc., November
18, 1997.
117 Complainant's Status Report and Request for an Extension of Time, RCRA (3008) VIII-97-03, In the
matter of Conoco, Inc., January 22,1998.
118 Meeting Notice, Conoco Denver Refinery Sulfur Project Presentation, February 17,1998,9:00 a,m.
119 Orders Granting Exension, RCRA (3008) VIII-97-03, In the matter of Conoco, Inc.: April 15, 1997,
June 19,1997, January 22, 1998, and March 17,1998.
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 resident-plaintiffe, thus entered settlement negotiations after Conoco had begun to try to
 link settlements in the two cases and the court had set tight deadlines relevant to such
 linkage.  Conoco would ultimately resolve the above two actions as well as CDPHE's
 RCRA action over groundwater contamination with essentially the same Supplemental
 Environmental Project.
        Pre-mediation. The district court hearing COPIRG v. Conoco tried to order the
 parties to attempt settlement negotiations in January, 1998 (the judge ordered the
 scheduling of a settlement conference to be presided over by a magistrate judge in early
 February). Parties did not seem particularly interested in following the judge's timeline
 (they filed a joint motion to vacate the judge's scheduling orders), and instead continued
 discussions with a mediator whom they had selected jointly (although residents did not
 have any input to this process).120 Conoco had already begun to focus on an overarching
 settlement to cover the citizen suit and RCRA action. Plaintiffs to the citizen suit, on the
 other hand, approached negotiations with conflicting interests. While plaintiffs
" eventually coalesced around seeking refinery process changes, the residents entered the
 mediation phase in order to gain assurances of reduced flaring and emissions,
 understanding of the risks associated with sulfur dioxide and other chemicals released,
 and the ability to educate other residents of impacted communities  of the risks posed by
 the facility.  Compare this with COPIRG's interests in source reduction as well as setting
 precedent around specific permitting and broader regulatory concerns:

        We came in with an  agenda that we had, that we are the victims of what's going on over here and
        it needs to be fixed not because of your profits or not because of anything else but that we're
        overburdened, and that's been our story over here is that we are the center of everything  and we're
        overburdened by everything from all across the city. People drive into  the city to work, we get the
        fumes from their cars. They need more highways, they come right through our neighborhood.
        The trains, people want to move downtown, they need a place to switch the trains and store the
        trains, we get them in our backyard. I think COPIRG stuck pretty much to their stuff and we
       jumped on them for things that we needed. We needed the assurance that the flare-ups wouldn't
        keep going up, we wanted an understanding of what was being released in all of those releases, we
        wanted an understanding of what the health effects would be from the things that we were
        breathing from that area, and that just the assurances that those would be reduced or stopped.121

        We were trying to get to the "bubble," and that is tell us your total emissions as the plan and now
        let's talk about what strategies would it take for you to actually prevent the pollution in the first
        place. And we started inquiring about changes in the production process. So I think the  fact that
        we brought a source  reduction, pollution prevention orientation was very important to negotiations.
        Institutionally both ourselves and I think the community groups had an  interest in saying, we
       would like to see how you could reduce emissions.122

One of the mediator's tasks was to justify representation of all interests that could either
influence or be affected by the outcome of any settlement of COPIRG v.  Conoco.
Assuming the alleged violations were true, the mediator assessed whether plaintiffs*
interests,  if obtained, would benefit "others that were similarly situated" or part of the
120 Joint Motion to Vacate Scheduling Orders, COPIRG Citizen Lobby. Loraine Granada, and Michael
Maes v. Conoco. Inc.. CA 98-N-30 (N. Co 1998).
121 Supra note 89.
122
  Supra note 78.
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            I'll
 same class.   Because the mediator could not identify any proposed solutions to sulfur
 emissions that could prove detrimental of the broader community if implemented, he
 chose not to broaden the mediated discussions beyond the parties to the suit.  The
 mediator was responsible for trying to align the interests of the plaintiffs, whose interests
 did not entirely overlap as they commenced discussions with a company that was already
 in the process of justifying proposed process changes to the EPA Region VIII. Table 6
 provides the premediation elements ofCOPIRG v. Conoco.

 Table 6.  COPIRG v. Conoco Mediation Elements:  Pre-Mediation.

 <-=H2imfttT    ' , sRegftg8m$" *--\  .    -gQpi&ti       -     'Qfrnpctf-r   .     -,  MtgMr-t  '
 Initiation       Informed of        Agreed to attempt to  Agreed to attempt to   Contacted by counsel
               discussions between  reach settlement      leach settlement      for plaintiffs and
                                                                       senior counsel for
COHRO and
Conoco that had led
to desire to reach
settlement
                                                                       Conoco
                                         «*•   *
 Representation  President of CCC;    Colorado Public      Plant manager; senior   Environmental
              President of United   Interest Research     counsel, and          attorney hired jointly
              Swansea (counsel -  Group President,     environmental        by parties
              same as COP1RG)    counsel             manager
123
  Interview of Mediator, April 4,2002 via telephone.
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Objectives
Convince Conoco
to make necessary
changes to reduce
their sulfur dioxide
emissions; wanted
to improve
Conoco's practices,
not their image;
wanted assurance
that flare-ups
wouldn't continue;
understanding of
what was being
released; build
relationships;
pursue monitoring
technologies for
advanced warning
of releases; set
precedent for other
communfyy-
corporate relations
Focus attention on
serious
environmental
concern; take away
economic incentive
for Conoco to violate
the laws in question;
include & financial
component thai
would go toward
broader
environmental
benefits; settlement
goes to a third party
(not spent by the
company or
COPlRG);set
precedent for other
statewide litigation
First phase of
meetings:
demonstrate that
Conoco Is operating
within parameters of
relevant permits

Second phase:
determine how
interests of plaintiffs
could be build into a
settlement that also
addresses the RCRA
action; work with
community on an
environmental
project; develop more
productive relations;
improve
efficiency/legitimacy
of refinery
operations; be Viewed
as a good citizen
Help panics reach
settlement that
                                                                        underlying interests
       Mediation. The mediation commenced with a meeting at the refinery where
parties considered a presentation of Conoco's proposed sulfur project. In addition to
proposed structural changes, the presentation included a "Pollution Prevention Progress
Report" outlining the refinery's goals for emissions reductions:  5% per year for TRI,
criteria air (including sulfur), and hazardous waste emissions, using 1993 as a base year.
Also listed as facility-wide goals were the improvement of energy utilization and
reliability, documentation of operating standards, enhanced environmental training for all
employees, clear roles and accountability for employees, and improved emergency
preparedness.
       Formally, the mediation began less than a month later (March 10,1998), at a
preliminary meeting where parties discussed (a) an agenda, (b) the objectives of the
mediation, (c) groundrules for the process, (d) a timeframe for completion, and (e) the
factual background of the controversy.124 The scope of settlement discussions was
124 Draft Settlement Discussions between COPIRG and Conoco, March 10,1998,9:00 a.m. to 12:00 noon,
Suggested Meeting Agenda.
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 limited to the factual background and violations alleged, actions that Conoco could take
 to resolve the alleged violations, and the drafting of a settlement that would codify
 actions required of Conoco and the plaintiffs for resolving the issues at hand.125 The
 timeframe, established during the next meeting, was surprisingly short (3-4 meetings over
 a span of weeks) for discussion of refinery process changes and broad community- and
 state-wide concerns. Within the context of the "four games of chess," it is possible to see
 why the timeframe had to be condensed.
        Mediation progressed through a combination of shuttle diplomacy and face-to-
 face meetings between the parties, including COPIRG, resident-plaintiffs, plaintiffs'
 counsel, the refinery's plant and environmental managers, senior counsel, and other
 attorneys (some outside counsel). An additional party, a scientist with experience in
 refinery emissions who worked for an environmental organization in California, joined
 via telephone for at least one meeting.  Her role was to ensure that proposed alternatives
 were feasible and would meet plaintiffs* objective of reducing sulfur emissions.
 Plaintiffs understood that there were probably problems at the facility beyond the matter
 of the sulfur recovery units, but lacked the sophistication to pursue them. Plaintiffs'
 attorney admits that the case lacked the value necessary for bringing in more experts to
 consider other options (value hi terms of the potential for success at trial). Nonetheless,
 their hired expert was adept at evaluating Conoco and offered a buffer for the plaintiffs as
 they discussed refinery operations under conditions of uneven information.
        The first meeting after preliminary discussions took place in the mediator's
 offices on March 31st.   The meeting's agenda, drafted by the mediator, included (a) a
 presentation by Conoco, (b) a discussion of a proposed SEP, (c) summary of the
 preliminary meeting, (d) possible approaches to the EPA, (e) steps to address the court's
 schedule, and (f) scheduling issues.    Conoco's environmental manager began the
 session with a presentation of the refinery's efforts  to reduce sulfur emissions, using an
 aerial photograph of the refinery as a backdrop.  Sources of sulfur dioxide and sour water,
 fate and transport, historic emissions, odor dynamics, and other aspects of the broader
 problem were presented. The mediator, an experienced environmental attorney, modeled
 the discussions after the National Environmental Policy Act's scoping process, where
 project alternatives are scoped and then compared in terms of their environmental and
 economic impact. Plaintiffs relied almost entirely on Conoco's information, much of
 which had been promised at the preliminary meeting and shared at the first session, in
 order to evaluate Conoco's proposals. Information  sharing was followed by a discussion
 of whether the settlement discussions could result in a SEP that would resolve EPA
 Region VIITs RCRA action. There were concerns that such an arrangement wouldn't
 work, that plaintiffs would still require a consent order for any settlement with them, that
 an EPA global settlement with Conoco refineries could negate elements of the SEP that
 parties were working toward, and that EPA would require a permit modification that
 could delay resolution of the citizen suit because it would require extensive emissions
 modeling and public comment.  Parties agreed to work toward an interim agreement
125 Draft Settlement Discussions between COPIRG and Conoco, March 10,1998,9:00 a.m. to 12:00 noon,
Responsibilities of the Parties.
126 Minutes of Settlement Discussions, March 31,1998, between COPIRG and Conoco.
127 Settlement Discussions Between COPIRG and Conoco, March 30,1998, 9:00 a.m. to 12:00 noon,
Meeting Agenda.
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during the next meeting and to put aside these broader issues.  Conoco's involvement
with EPA in active litigation restricted their ability to collect additional information
requested by plaintiffs for the next meeting (such as an inventory of sulrur and other
compounds emitted by the facility).
       Between the first and second meetings, plaintiffs met with the mediator to discuss
desired components of an interim agreement.12* Here, the community's sense of what an
agreement should include was made clear.  It is instructive to compare these elements
with an interim agreement that was developed at the next mediation session, held on
April 20th:

Table 7.  Comparison of Plaintiffs' Desired and Actual Components of Interim Agreement.
Conoco to provide S02 inventory for the refinery      NOT INCLUDED
Conoco to support a community educational program
for the Swansea, Blyria, and Globeville neighborhoods
mat would be conducted over one year and include:

    a.   Information and briefing concerning efforts
        to minimize or eliminate to the extent
        possible odor sources to the area
    b.   A one-time performance of a simple air
        quality dispersion model to illustrate how
        emissions are dispsrsed^nder diffisrent
        meteorological conditions
    c.   A briefing about on-site monitoring that is
        performed by Conoco to protect employees
        and the possibility of feneelihe monitoring to
        protect the community
                                              Conoco to specify the anticipated design and
                                              development schedule &r any engineering studies or
                                              other efforts underway or planned to reduce emissions
                                              related to this action at the refinery (adherence to this
                                              schedule will not be subject of a breach claim)

                                              Conoco to keep p^intiffe informed on a regular basis
                                              of efiforts or development work to reduce emissions
                                              related to this action through an information exchattge
                                               Conoco to provide all relevant information regarding
                                               current or planned efforts to reduce emission* related
                                               to this action as soon as practicable after information is
                                               available or after submission of sueh to EPA orifae
                                               State of Colorado

                                               Conoco to fund a Community Righfcto-Know project
                                               in a lump sum of $7&OG0, Project designed to collect
                                               information about emissions in tlie community and to
                                               evaluate options to reduce such emissions. May
                                               include air quality modeling, monitoring, and technical
                                                                                       and
                                               protocols to ensure accurate information. Agree not to
                                               use funds for adversarial proceedings or for directly
                                               targeting Conoco 'a facilities
 128 Meeting with Randy Weiner, Michael Mae, Lorraine Granado on April 7,1998.
 40

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 Conoeo to invite the Swansea, Elyria, and           SAME, with option for parties to deteruime that &
 Globcville communities to participate as a member   different or new forum ivould be more appropriate
of the Industrial Council
                                             them the Council
                                            Conoco to wMidraw request to State for
                                            modification of existing permit related to
                                            turnaround emissions
                                            CO to prosecute a civil acUon to court related to the
                                            subject matter of this action
 Plaintiff lo dismiss civil action without prejudice     SAME, although a Second Settlement Agreement to
                                            be executed by Conoco would require dismissal
                                            with prejudice
 The above interim agreement accomplished several things:  it maintained a certain level
 of ambiguity around the process and extent of sulfur dioxide emissions reductions, it
 transferred some of the monitoring, modeling, and emissions investigatory work from the
 company to the plaintiffs, and it included stipulations that served to shield the company
 from further liability. It also de-linked the establishment of a performance measure (SO2
 emissions reductions) from any community-driven evaluation process, for which
 plaintiffs had advocated.  Thus, the interim agreement gave Conoco a level of flexibility
 that was necessary to pursue negotiations with EPA Region VIII, which by this time
 began to focus on an SO2 emissions reduction SEP.
        As with the Vulcan mediation, it was challenging for the parties to reach a point
 where they could engage in creative problem solving. As the interim agreement suggests,
 progress in this regard was slow at first. At some point, either at the second meeting or at
 future sessions designed to finalize settlement documents, the parties began to focus on
 some of the specific elements of the production process. Plaintiffs credit the plant
 manager for showing a level of patience in explaining how production was related to
 sulfur emissions. While Conoco's attorneys sought to limit his sharing of information,
 plaintiffs were given an opportunity to evaluate what they were being shown:

        Then we were really clear that they needed to replace sour water stripper number one. It was
        ancient, it was frequently down, it wasn't able to process as much as the second one.  And so what
        had happened is since this area was declared an economic enterprise zone, then well you know all
        the tax breaks and stuff, so Conoco had literally quadrupled in size. But it had not necessarily
        kept up making the changes to deal with the additional production. And so the sour water stripper
        was older than heck.  They had to put in one new sour water stripper that was unit number two but
41

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        unit number one had never been replace so how they were dealing with that was just flaring, just
        burning it off. So we were really clear that the response had to be that they had to replace this.129

        They were so busy selling us on their preferred solution that it seemed that we were getting really
        good answers to our questions. And ultimately I think Conoco did a very good job of killing three
        birds with one stone.  And I think we went along with it in part because I recommended that we
        not continue with strong litigation with the judge that we got and because they did provide us with
        some things. And we did get a green light from the San Francisco folks that ultimately this is
        what a refinery ought to do in a situation like this.  So, that's when you settle.130

 Plaintiffs characterize the mediation as a relatively straightforward process that lacked
 the "human element" of the Vulcan process. It is also made clear that the process overall
 seemed driven by Conoco as well as forces beyond the scope of the mediation.
 Information flowed primarily in one direction: from Conoco to plaintiffs, who felt as
 though Conoco was "selling" a preferred  option from the outset. Even the first official
 proposal for a community-driven SEP was made by Conoco. The effect of this
 arrangement was to give residents a sense that "there wasn't much to discuss," which
 discouraged attempts to reconfigure the process around their objectives (i.e., monitoring,
 modeling, community awareness, informed, community-driven process of selecting
 engineering alternatives):

        I think we let them off the hook too easily. And I think the things that they planned on doing were
        OK, but we really didn't get anything that we were looking for as far as the community goes. We
        did want some type of ah* monitoring, we did want some type of notification system hi case mere
        was a bad flare-up so that people with allergies could stay hi the house or lock themselves off.  We
        wanted some of those kinds of things that we probably could have forced on them. Small things,
        but things mat would really make the community feel a little bit more protective of their health.
        [We didn't pursue these because] I think that there were so many different people involved in the
        process, they were so willing to give up what they were giving up, and they were really pushing
        on a timeline and trying, there was already a suit Hied I think and they had so much time to come
        up with a solution.

        As parties moved toward detailing the final settlement documents, the two most
 important questions for the residents remained:  How did Conoco's sulfur emissions
 problems affect the surrounding area and What level of emissions reductions would
 amount to a noticeable improvement in odor abatement and human health more generally?
 Residents' notions of how these could be answered were de-linked from Conoco's
 decision-making processes (both internal and with regard to the RCRA actions), meaning
 residents had to rely in large part on the expertise and leverage of the environmental
 agencies to erasure that these were properly addressed.
       The Agreement. The final agreement between plaintiffs and Conoco was signed
 on April 29  ,1999, nearly a year after plaintiffs filed a Notice of Dismissal  dismissing
 the citizen suit without prejudice.132  Parties reached an Agreement Regarding Notice of
129 Interview of Swansea Resident, March 5,2002 in Denver.
130 Supra note 81.
131 Supra note 89.
132 Settlement Agreement and Release between COPIRG Citizen Lobby, Michael Maes, Lorraine Granado,
and Conoco, Inc., April 29,1999.
42

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   Dismissal on May 4th, 1998, which would guide development of the final Agreement.
   Table 8 details elements of each document:

   Table 8. COPIRG v. Conoco Settlement Elements.
            l^o^^fplsinlssal^si^enwnt,      "'•    -'"-*.  '       !&8iew>«i.4gr§«meBfs  :   ~\^'-,
 Plaintiff agrees to file notice of dismissal                  Plaintiffs will designate a payee and account to receive
                                                     fiinds, to which Conoco wlU pay a lump sum of $72,000
 Conoco to use its best efforts to secure participation of a    Conoco to withdraw its December 30,1997 request to the
 representative of the Globeville, Swansea, or Ely ria        state that the state mod i fy Conoco' s Hermit #91 At) 180-3
 communities hi the Industrial Council (best efforts         to include turnaround emissions
 commitment not subject to breach claim)
                                                     Plaintifife discharge Conoco from all liability, rights,
                                                     claims' costs» expenses, actions, causes of action, suits of
                                            e        liability and controversies of every kiad concerning the
                                                     claims and incidents which were raised in Civil Action
Agreement shall not affect parties1 rights if litigation is
refilled; if an action reasserting the Claims in tills case is
filed, parties agree that all defenses and arguments will be
argued as if this case had been stayed rather than
dismissed
Agreement shall not be construed as an admission by any
PW1  *•"*    *        ; v ':     v   '  *  /"
All press releases will be jointly issued
Agreement supercedes all prior and contemporaneous
negotiations, agreements, representations, and
understandings of parties
Persons represent that they are fully authorized to
execute and deliver the agreement on behalf of each
party; agreement is binding, constitutes the entire
agreement, can not be supplemented unless in writing by
each of fine parties, shall be governed by the laws of the
state, and may be executed in any number of counterpart
originals.
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        Sulfur dioxide emissions had already been addressed through a Consent
 Agreement approved under EPA Region VIIFs RCRA action as well as a Compliance
 Order issued by the EPA and CDPHE regarding separate RCRA and Colorado Hazardous
 Waste Act violations.133  Terms of settlement for the RCRA actions included a SEP in the
 amount of $337,500 plus $627,500 in addition to mitigated civil penalties.134  A SEP, the
 purpose of which was to reduce sulfur emissions by 200 tons per year, was designed to
 proceed according to an engineering assessment of three options, detailed by the EPA, for
 structural changes at the facility to address sour water stripper gas emissions.  Plaintiffs
 in COPIRG v, Conoco were kept abreast of developments through periodic reports that
 included activities accomplished, problems and solutions, any sampling activities,
 personnel or schedule changes, activities planned, and estimated costs  for activities
 planned. A deadline of October 1,2000 was set for  completion of construction, testing,
 and implementation of the engineering alternative selected. A representative of the Cross
 Community Coalition attended further meetings with refinery staff and three community
 involvement groups in order to help the residents oversee the implementation  of sulfur
 dioxide emissions reductions while planning an appropriate Community Right-to-Know
 project. The SEP proceeding on-schedule, leading to improvements to the #1  SRU and
 its associated tail gas Incinerator and allowing sour water stripper overhead gas to be
 proceeded in the #1 SRU.135 Conoco's completion of the SEP was conditioned hi part on
 its agreement to modify its air emissions permits for its #1  and #2 SRU's to indicate that
 (a) all sour water stripper overhead gas would be processed in the two  units, (b) no sour
 water stripper gas would be flared unless both SRU's were incapacitated unless there is
 an emergency situation, and (c) SRU emissions would be monitored and records
 maintained.    The refinery's startup,  shut down, and malfunction emissions fell from an
 average of 322 tons per year (1994-1998) to 18.4 tons in 2000.137  Conoco's overall
 expenditures for the construction phase of the project totaled over $2 million.138
        Residents, having achieved their objectives of ensuring substantial reductions in
 sulfur emissions as well as permit modification that restricted the kind of flaring
 operations that led to citizen complaints, were left to decide how best to apply their
 settlement dollars under the Right-to-Know Project.139 The settlement dollars were spent
 133 Consent Order, RCRA (3008) VIII-97-03 in the matter of Conoco, Inc., August 11,1998; Compliance
 Order on Consent, RCRA (3008) VIH-98-03 in the matter of Conoco, Inc., August 7,1998.
 134 Ibid.
 135 See Quarterly Status Reports, Docket Numbers RCRA (3008) VIII-97-03 and RCRA (3008) VIII-98-03,
 Conoco Sulfur Dioxide Emissions Reduction Project.
 136 Brenda Morris, Legal Enforcement Program, US EPA Region VIII to Thomas Meyers, Environmental
 Director, Conoco, Inc., March 17,1999.
 137 Brian Lever, Refinery Leader, to John Works, Technical Enforcement Program, EPA Region VIII, Re;
 Sulfur Reductions SEP Completion Report, Docket Numbers RCRA (3008) VIII-97-03 and RCRA (3008)
 VIII-98-03, June 29,2001
 138 Ibid.
 139 In addition to carrying out the Right-to-Know project, residents had to determine whether involvement
 in one or more of the existing community involvement forums would be worthwhile.  The Settlement
Agreement required the parties to seek inclusion of a Swansea-Elyria-G lobevilie representative on the
Industrial Council, which was formed in 1993 by Conoco to address odor complaints originally made by
Commerce City residents. The Council was responsible for setting up meteorological stations around the
area and link them to the existing complaint response system. The network gave Conoco and other
businesses the ability to identity where the source of a complaint may have originated. Residents did
appoint a representative for the Council, but were dissatisfied with the format of the meetings as well as the
44

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 through the Colorado People's Environmental and Economic Network (COPEEN), an
 organizing and environmental advocacy group operating under the CCC organization.140
 A substantial portion of the settlement was used to research the Toxics Release Inventory
 and Environmental Defense's "Scorecard" website. The goal of this project was to
 "develop accurate and thorough information around who the major polluters are in the
 area, what sort of toxics they emit and the possible detrimental health effects of those
 pollutants."141 COPEEN developed a better understanding of the cumulative impacts of
 pollution to Northeast Denver, and worked with the 80216 Regional Geographic
 Initiative (the zip code has the highest emissions levels in the state of Colorado) to
 disseminate educational materials regarding how to prevent everyday exposures to toxic
 pollutants.142 COPEEN discovered through its research, which was assisted in part by a
 public relations representative of Conoco, that much of the emissions in the 80216 zip
 code did not come from large point sources:

        We learned from TRI data that there 2 million pounds a year of legal hazardous emissions into the
        air, water, and soil. However, we found out that it's really the smaller emitters mat emit more than
        that. Because the three major emitters are classes of businesses. It's autobody paint shops,
        printers, and wood treatment plants. You know we have so many of those that put together, those
        plus other small businesses actually emit more than the 2 million pounds but they're not required
        to report to TRI. So we did mat and [the Conoco representative] was very instrumental. In fact,
        he used our money to have Tetra Tech do some GIS mapping for us.143

 COPEEN began planning a regional initiative to help small businesses improve their
 pollution prevention practices in 2000.

        Discussion. Much of the residents' concerns regarding air emissions were  indeed
 resolved by the convergence of the citizen suit and EPA and CDPHE RCRA actions.
 Sulfur dioxide emissions originating from malfunctions and maintenance were reduced
 dramatically, while permit modifications called for an end to the flaring practices that led
 to citizen complaints. At the same time, the division of labor with regards to generating
 and exploring options for improving refinery operations and meeting residents' interests
 beyond sulfur emissions left considerable room for improvement. To understand why, we
 have to return to the mediation space itself. The meetings between parties to the citizen
 suit were short, limited by the agenda to an exploration of solutions to a highly specified
 and technical problem, and bound by time limits imposed by external processes. In
 addition, plaintiffs did not have the momentum and strength of a ruling such as the order
 granting standing to sue in the Vulcan case.  More important than the parties' alternative
 to negotiated settlement, however, was the manner in which the parties' alternatives to a
 negotiated agreement changed, at times without even their awareness, as Conoco adapted
 and linked the citizen suit to other actions.
lack of authority for those not on the executive committee. Supra note 108 (Environmental Director);
Supra note 129; Memorandum to Randy Weiner et al from Glen R. Smith, Re: Update/Conoco/Citizen
Involvement Forums, September 8,1998.
140 Interview with COPEEN coordinator, March 4,2002 in Swansea.
141 COPEEN Annual Report, Year 2000.
142 Ibid
143 Supra note 129.
45

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        It would be unfair to claim that the residents in the Conoco civil suit lacked a
 vision for achieving their communities' objectives. To the contrary, the residents'
 proposals that were communicated to the mediator show a level of subtlety and
 sophistication that one would expect from a group that had built a community visioning
 process into an EPCRA settlement months prior. In the end, residents' desires to involve
 the community in generating engineering options and encouraging Conoco to carry out
 modeling and an exploration of fenceline and other monitoring technologies were ignored.
 Conoco had already determined, through work predominantly with EPA Region VIII, an
 acceptable range of engineering options to consider through implementation of a SEP.
 The alignment of two RCRA actions allowed Conoco to suggest that adjudication of
 COPIRG v. Conoco would recommence should plaintiffs in the citizen suit fail to take
 advantage a common, environmentally beneficial project.  Thus, rather than utilize the
 resources, attention, and authority of state and federal actors, residents found themselves
 in a narrow, diminishing window of opportunity, and they acted as any rational actor
 would: they settled.
        While contextual influences limited residents' ability to fashion a process around
 their broader interests (as they did in the Vulcan case), the dispute resolution process
 itself had equally important effects on the outcome. First and foremost was the
 representation of interests at the mediation. While the mediator was right to conclude
 that residents of other areas including Commerce City were "similarly situated" and thus
 would benefit from whatever agreements could be reached, he failed to anticipate how
 even similarly experienced problems can suggest a wide range of solutions, particularly
 when the  problem is relatively complex. For example, Commerce residents, who had
 been represented for years on Conoco's Citizen Council, would have brought a level of
 experience with odor complaints and dealing with and interpreting Conoco's explanations
 of such odors beyond the scope of North Denver residents' more recent concerns. They
 would have offered additional organizational capacity and knowledge that could have
 increased the feasibility of the use of low-cost air monitoring equipment. Most
 importantly, they would have been able to communicate how Conoco's past attempts to
 adapt to changing regulatory requirements for sulfur emissions had or had not affected
 quality of life in the surrounding community.  Some of this knowledge would have
 overlapped with what was known by North Denver residents, while some of it would
 have been unique and worthy of consideration.
       Second was the manner in which interests were prioritized.  Limited agendas (and
 groundrules), as well as representation of residents who began to take note of Conoco's
 sulfur emissions only recently, encouraged the mediation group to focus on sulfur dioxide
 and the technical feasibility of solutions to the flaring dilemma. It is safe to conclude that
 sulfur emissions was the primary topic of discussion, while permit violations was
 secondary (not because the citizen suit claimed violations but because Conoco's proposed
 solution demanded attention to permit language) and the need for monitoring and
 notification was tertiary or ignored. This ordering of interests open to discussion left the
 residents at a comparative disadvantage: They had to struggle with technical jargon and
 scenarios that did not call for their unique understanding of the effects of emissions,
 Conoco's  contribution to odor problems vis-^-vis other facilities, or potential means of
 assisting the company with its monitoring efforts. Without broader experience with
 emissions reductions efforts at the refinery and other industries, residents were also
46

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 unable to judge what certain emissions reduction goals would actually mean in terms of
 the reduction of nuisances or threats to human health. This lack of comfort hi making
 certain value judgments also encouraged the group to yield to EPA's understanding of an
 adequate reduction level.
        Third was the fact that plaintiffs had only partially overlapping interests.
 COPIRG had to answer to a state-wide constituency eager to win legislative victories and
 set precedent through administrative changes and legal rulings. Residents desired these
 as well, but only if they served to enhance their sense of security, knowledge of emissions
 sources and effects, and ability to plan for and respond to emergencies or episodes.  Even
 substantial reductions in sulfur emissions and associated permit changes do not alone
 ensure that these interests will be met. This is particularly true with a large facility that
 has over 80 emissions points and numerous toxic and hazardous pollutants to contend
 with.  In thinking about future conflicts over plant emissions, the question of whether or
 not the mediation space can be expanded to include broader issues and concerns that
 more closely match a party's interests should be explored. When considering this
 question, it is important to ask whether joint filers of a citizen suit will impede a group's
 or coalition's ability to do so.
        Finally, one must develop a better appreciation for how agencies initiate and
 industries adapt to regulatory actions and changes. Residents would have had a different
 bargaining position given (a) the lack of any RCRA action, (b) the initiation of only a
 CDPHE or EPA action, (c) a reversal in the order in which the actions were filed, or (d) a
 difference in Conoco's ability to anticipate regulatory change and build it into its goals
 and staff roles.  As the RCRA actions moved toward resolution, residents unwittingly
 engaged in a mediation and considered a zone of agreement that had already been shaped
 beyond their ability to push back, through the assistance of the mediator, agenda, party
 representation, or other means. The importance of the mediator's style and approach is
 clear here: A mediator who operates by modeling the NEPA alternatives analysis
 approach will encourage biases that are similar to what NEPA engenders:  technical and
 engineering forms of knowledge predominate, and social and experiential knowledge is
 subsumed. The  mediator should also assist parties in building a shared understanding of
 anticipated regulatory developments.  Indeed, the Department of Justice's recent
 settlement with Conoco greatly overshadows any progress made in sulfur dioxide
 reductions through the citizen suit. Residents had a chance to achieve meaningful,
 potentially cheaper improvements to monitoring and community relations within the
 context of larger sulfur emissions reductions encouraged by the federal government.
 Again, purposive thinking about the appropriate division of labor should be considered
 long before a party enters a mediation setting.
       The Swansea-Elyria communities clearly demonstrated then1 ability to convert
 local experience, talent, and ideas into action and positive change. This was evidenced
 by the Swansea Community Park Proposal and COPEEN's use of lessons learned through
 the Right-to-Know project in working with small businesses. Representatives of these
 communities, from CCC and the neighborhood association in particular, have provided us
 with a unique opportunity to learn from then1 experience with mediation under different
 conditions. We will return to those lessons and further prescriptive advice in the closing
 chapter.
47

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                                         Appendix A
 Table 5.  Important Events in Addressing Conoco SO2 Emissions.
 1980's
 1991
 1993
Grants final
authorization to
operate a hazardous
waste program in lieu
of federal program to
CDPHEinl984;
Consent Order issued
regarding hazardous
waste emissions
Issues Compliance Order in
May, 1985 pertaining to
recordkecpiug, storage of
waste in open or poorly
maintained containers,
inadequate aisle space in
hazardous waste areas,  and
personnel training; Consent
Order Issued
 1990  ,
Notifies Conoco that
significant
hydrocarbon seepage
into Sand Creek has
been observed
Permit 10AD998 issued to
Conoco for Claus Sulfur
Recovery Unit and Tail Gas
Incinerator; Notifies
Conoco that significant
hydrocarbon seepage
observed
                     Asks Conoco for
                     explanation of why No. 2
                     Claus Sulfur Plant is not
                     subject to monitoring
                     requirements, modification
                     of permit and updated
                     APBN
                                                                                         OEWOCO
                                                           air emissions in CO as   iow-sulrur diescl fuel at
Announces joint
manufacturing venture
with Colorado Refining
Co. to share the cost of
complying with
environmental controls
(.05% sulfur diesel fuel
required by Pet 1993)
                                                 Requests modification
                                                 of two air emission
                                                 permits tor sulfur
                                                 processing facilities;
                                                 upsets can cause
                                                 diversion of sulfur to
                                                 flare; request permit
                                                 91 ADI 80-3 be
                                                 modified to allow
                                                 diversion of off-gas to
                                                 #1SRU; builds #2 SRU
48

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  1994
 1996
                      Agrees to suspend
                      modi ficalioms to 91A0180-
                      3; Issues Inspection Report
                      of Conoco in July
Writes CO attorney
general regarding #1
SHU; explains changes
made to allow
processing of SWS
                                                                                  reports toxic emissions
                                                                                  increase 32% over 1993
                                                                                  to 143,6J 1 poimds/yr
                                                                                  (bat has halved
                                                                                  emissions since 1988);
Enters into             Discuss odor complaints      Odor complaints made   Discusses odor
Compliance Order on   and upsets at refinery with    to CDPHE and other     complaints and upsets
                                                agencies               with CMP3; Enters
           Consent to resolve      CDPHE; discuss several
           Conoco's civil          areas of possible
           violations of 1989       noncompliance with
           Consent Order          Conoco; requests data on
                                 incidents where acid gas
                                 and SWS otfeas have been
                                 combusted in main plant
                                 flare since Jane  1993
                                                                       into Compliance Order
                                                                       on Consent to resolve
                                                                       civil violations of 19S9
                                                                       Consent Order
                                                                       (includes SEP to collect
                                                                       household 'hazardous
         r'
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April
1997
June
1997
                                Process turnarounds and
                                associated emissions differ
                                from start-ups, shutdowns,
                                and malfunctions; therefore,
                                emissions need to be
                                included in Conoco's
                                construction permit;
                                possibility=would be to
                                include process unit
                                turnarounds as alternative
                                operating scenario for #2
                                SRU
Sends tetter to
Conoco counsel
regarding pilot ADR
project; motion for
extension to consider
pilot project and
agency's national
position on
respondent's legal
issues
Bequests seven day
advanced notice of major
planned maintenance
activities impacting SO2;
planned maintenance for #2
SRU need to be
incorporated into
construction permit for unit;
process turnaround
emissions need to be
included in permit as
alternative operating
scenario
                                                                        Motion for extension of
                                                                        time
Motions for accelerated
decision (counts 42*59
and 62-73); claim that
failed to conduct certain
inspections is
unfounded, as Conoco
has logs for inspections
in question
Oct.       AU recommends
1997       termination of ADR
           process; parties
           remain far from
           agreement; order
           scheduling reply brief
                                                 Attorney proposes      AU recommends
                                                 litigation to COP1RG    termination of ADR
                                                                        process; parties remain
                                                                        far from agreement;
                                                                        order scheduling brief
                                                                        reply
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 Nov.
 1997
           Requests stay of
           litigation to pursue
           settlement
           negotiations; hearing
           to proceed Jan 31 if
           no settlement
                           Notice of violations     Jteejuests stay of
                           and intent to sue        litigation to pursue
                                                                                  wi&EPA
Jan.       Reach settlement in
1998      principle; settlement
          to include sum plus
          SEP that meets SEP
          guidance; motion for
          time extension
          (granted)
                                                            Complaint filed under   Reach settlement in
                                                            Section $04 of the       principle wife EPA;
                                                            CAA; proposed         motion for time
                                                            penalty of $27,50Gper   extension (granted)
                                                            day
March     Motion for extension;
           proposed SEP is
           administratively
           complex and involves
           CO, EPA, and
           COPffiG
                                Evaluates proposed SEP for
                                possible necessary permit
                                modifications; SEP wUl
                                require administrative
                                permitting review by CO air
                                program, EPA, and
                                COP1RG
                                            if
                           Joint motion with        Joint motion with
                           Conoco to vacate        CQPIRG to vacate
                           order; joint motion to    order; joint motion to
                           vacate scheduling        vacate scheduling
                           orders (denied);         orders (denied);
                           scheduling conference    scheduling conference
                           forAprlt 15; meet       ^br April 15; meet with
                           with Mediator on       Mediator on March 10
                           March 10 and 31        and 31
May
1998
                                                           Agreement regarding    Agreement regarding
                                                           notice of dismissal;      notice of dismissal; will
                                                           will sign settlement      sign set! lenient
                                                           agreement and release   agreement and release
July
1998
          Several negotiation
          sessions since June
          1998 with EPA (one
          remaining for My 21)
Slate of Colorado Inspection
Report for Conoco (Jury 26)
Several-negptiatfort
sessions since June
1998 wifliBPA (one
remaining for July 21)
51

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August
1998
Consent Agreement
and Order
Compliance Order on
Consent
Order of dismissal
(sign agreement with
Conoco on April 29,
Order of dismissal
(signs agreement with
CQPIRGetal. on April
29,1999); Consent
Agreement and Order
wWiEPA
52

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        Negotiating with a Captive Audience in Kennedy Heights, TX
             Settling Environmental Justice Litigation with a Special Master
                                     Gregg P. Macey

      .  It's really hard not to just give up in despair, because you have to keep on living, regardless of the
        circumstances you live in.  And one thing is true about this, we do believe that there's a being that
        will look out for us, you know, a lot of people don't think that's popular, but it does give you some
        comfort. Because I can't go around saying oh, I Hve on top of a, I can't do that, because I can't
        move. I have to work. But sometimes, that will creep in on you, but I don't let it take me over -
        Resident of Kennedy Heights, 2002.

 Background.  Whether viewed from the air or on the ground, Kennedy Heights does not
 evoke the kinds of images that predominate in accounts of environmental injustice. Yet
 subtle clues of the land's history, which propelled residents through one of the most
 expensive (and to many involved, costly) environmental justice lawsuits in history,
 emerge as one walks the streets of this subdivision in southwest Houston. A plot of land
 is left undeveloped, sidewalks appear to have buckled and cracked at certain points, and a
 few yards seem in the process of gradually sinking in. Starker signs of environmental
 neglect are prevalent, but only to those who must daily question their land, or find a way
 to justify putting it out of their minds. The locus of residents* concerns is the water.
 Many Kennedy Heights residents appear to have abandoned trying to drink their tap
 water, but stories of the many shades and smells of water used for cooking and bathing
 are still common.  To this day, some of the residents have not been given what they feel
 is a definitive account of whether the source of these signs is a continuing threat to their
 health, or just an unfortunate vestige of another time. This uncertainty is directly related
 to prior uses of the land upon which Kennedy Heights was built, dating back many
 decades.

 Figure 1.  Kennedy Heights (rectangle) and Approximate Crude Oil Storage Tank Locations.

                                                      The Pierce Junction oil well
                                                      yielded as much as a quarter
                                                      of a million barrels of oil
                                                      every two months during the
                                                      1920's.1 Discovered in 1921,
                                                      it was connected by pipeline
                                                      to a series of pits, including
                                                      three unlined, earthen storage
                                                      tanks southeast of Houston,
                                                      known as the Mykawa Tank
                                                      Farm.  These pits, each with
                                                      the capacity to hold 300,000
                                                      barrels of crude oil, were
1 Pierce junction well flows 250,000 barrels in two months period. The Houston Chronicle, September 2,
1921.

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 located to the south of Selinsky Road and to the east of what is now Cullen Boulevard
 (then Chocolate Bayou Road) in the Kennedy Heights subdivision.2 The northeast (NE)
 and northwest (NW) pits were operational and covered with lumber roofing while the
 southeast (SE) pit simply filled with brine.3 The storage tanks were partially destroyed
 by a hurricane that broke apart the wooden roofs covering the tanks in 1927. Because of
 the damage as well as marginal production at the Pierce Junction field, owners Gulf
 Production Company (Gulf Oil) ceased operations at the tank farm.

 Figure 2.  Earthen Pits Prior to Residential Development.

                                         While use of the property after the pits were
                                         abandoned is subject to debate, it is clear that
                                         the site would accommodate other land uses
                                         over the course of the next four decades.4 The
                                         pits remained visible in aerial photographs taken
                                         in  1935,1945,1955, and 1969.5  Plaintiffs later
                                         alleged that during much of this time, Gulf Oil
                                         failed to "secure the site from the public and, as
                                         a consequence, municipal waste, junk, debris,
                                         rubbish, and hazardous substances were
                                         deposited at the site."6 In the mid-1960's, Gulf
 had the site appraised and began to take steps to relinquish their control over the property.
 The appraisal documents include references to desired levels of racial segregation, and
 refer to the land near the tank farm, located near Chocolate Bayou, as a "typical Negro
 area."7

        Should this land be developed for low- to medium-priced housing with FHA or VA financing, it
        would  have to be a bi-racial development according to present regulations.  It is felt that
        eventually this would be the highest and best use of this property because it would then serve as a
2 Statement showing amount of tankage capacity location and quantity of crude petroleum owned by the
pipe line, also amount held in storage for others and unfilled storage at close of business, November 30,
1924, received December 15,1924 by the Texas Railroad Commission.
3 Deposition upon written questions of James F. Stephenson, John R, Simmons et al vs. Chevron U.S.A., et
al (C.A. No. 95-14770).
4 For example, some documents suggested that Gulf leased the property to local dairy farmers and
cattlemen.  A review of aerial photographs from 1930 to the 1960's revealed evidence of cows in a field
southeast of the NW pit in 1955.
5 Krentz, D. (1991).  Interoffice correspondence from to Anthony Crisci, Capital Projects, City of Houston
from David Krentz, Environmental Health and Human Services, October 30,1991.
6 Plaintiffs' Second Amended Complaint, Adams et al v. Chevron U.S.A. et al. (96-CV-1462) (S.D. Tex,
October 1,1996). in a letter to a city official, the contractor who first encountered signs of crude oil
contamination also noticed items that appeared to have been dumped in the area of the former pits ("6/3/91
- Hit Foreign Debris at 5002 Fairgreen"; "8/5/91 - Hit Car Rim 11326 Murr Way, underground"; "12/3/91
- Murr Way Station #32+55 (car door)"; "12/3/91- Murr Way Station #32+55 (tire)"). Paskey, C.W.
(1992). Letter to Richard Scott, Deputy Director, Capital Projects  Department, City of Houston from C.W.
Paskey, Construction Coordinator* Pas-Key Construction Services, Inc., August 27,1992.
7 Wyatt, E.A. (1966). Letter to M.L. Hanna, Gulf Oil Corporation from Earl A. Wyatt, Earl A. Wyatt and
Associates, August 15,1966.

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         buffer between the white residential area in Crestmont Park and the heavily colored developments
         to the north and west.8

         We feel by being surrounded by negro subdivisions this property is committed to a use, either for
         subdivision purposes or other, by this element.  Eventual industrial use may be foreseeable;
         although, this seems unlikely with the nearest trackage available two miles away.9

 Such references to the demographics of the area are striking.  Yet they mask a more
 important distinction that was made in appraisal documents for the tank farm. Prior to
 sale of the property, efforts began to discern the appropriate cost of the land purchased
 with the storage tanks filled, after their contents ("sludge," or the remnants of stored
 crude oil10) were removed.

        The present worth of subject property is its market value less the cost of draining, filling, and
        leveling the three large open tanks. Mr. R. Salmon, a dirt moving contractor, estimates it will take
        3 months or longer to do this work, at a cost of $2,500 per tank.  Mr. Neville of Humble figures
        his cost at $1,500 per acre of tank on some tanks in Humble that have as much as six feet of B.S.
        & W. These tanks are approximately 400 feet square, and it is felt that $5,000 per tank is a safer
        estimate of cost, as it is not known how much experience Mr. Salmon has actually had in this type
        of work.  Like Mr. Neville, Mr. Salmon would spread out the sludge on the land to dry. It is felt
        that land east of Chocolate Bayou Road will not sell as  high as land adjoining a present residential
        development, especially where this land will have to be developed as a buffer zone between
        colored and white areas. For the above reason it is felt  that the price being asked for the 29 acres
        fairly well represents the price at which a residential developer would buy subject property, if it
        were in its original condition and free and clear of tanks.11

        Highest and best use: The most profitable use for mis land appears to be for medium priced
        houses for white occupancy, with a 200-foot-wide commercial strip fronting on Chocolate Bayou
        Road as a buffer strip against the all colored Cloverland Subdivision on the west side of Chocolate
        Bayou Road.12

        This area is bom colored and white, with  Chocolate Bayou Road serving as the dividing line.
        Because of colored settlements across the road to the west the highest and best use for this land
        appears for  low cost homes for white occupancy. The three large open earthen pits on the land
        will have to be filled before subdivision work can proceed on all the land. This may cost from
        $2,500 to as much as $5,000 per tank.13

For six years, Gulf Oil '"unsuccessfully attempted to dispose of this acreage."14  The
company then began negotiating with John Lester,  President of Log Development
Company, who was interested in "acquiring the site for a Negro residential and
commercial development."15 In 1968, Gulf Oil granted, sold, and conveyed the site to
9 Clemons, R.E. (1961).  Letter to J.L. Irvine, Vice President, Gulf Refining Company from R.E. demons,
The demons Company, January 5, 1961.
10 The contents of crude oil storage tank bottoms include a mixture of crude oil, water, and other substances
commonly referred to as basic sediment and water, or BS&W.
11 Wyatt,E.A.(1964). Appraisal of 131.61 acres of land, John White Survey, A. 1001, Harris County,
Texas, by Earl A. Wyatt, for M.L. Hanna, Gulf Oil Corporation, February 10,1964.
12 Ibid.
13 Wyatt, E.A. (1964). Letter to M.T. Hanna, Gulf Oil Corporation, February 17,1964.
14 Memorandum from PJ. Maddison to R.B. Gillies regarding Exchange of Properties, Pierce Junction
Earthen Tank Farm, Chocolate Bayou Road, Houston, Texas, November 14, 1967.
15 Ibid.

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 Log Development.16 The transaction involved a tax-free exchange of the Pierce Junction
 Tank Farm (valued at $274,107) for the northwest corner of Richmond and Montrose, in
 Houston.17 Log Development did not remove any tank bottoms in the area of the earthen
 tanks utilized by Gulf, a practice that had been suggested for the property when it was
 assumed that it would become a white subdivision.   Lester simply had the berms along
 the sides of the pits pushed inward, filling the pits.19  The Kennedy Heights subdivision
 replaced the Mykawa Tank Farm in the late 1960's,

 The Problem. The name of the subdivision, its location, a savvy marketing campaign,
 and documents obtained from Log Development suggest that in the end, the homes were
 targeted at below-middle-income African-American residents.  The subdivision quickly
 filled with families realizing the American dream of owning their own home for the first
 time. However, several aspects of the subdivision seemed "off' to the new residents.
 Sidewalks and backyards began to buckle and sink. Residents noticed putrid smells and
 strange colorations in their tap and bathwater. Some  even fell  ill to diseases that were not
 in their family histories, including multiple forms of cancer as  well as lupus. One
 individual had to cope with four different forms of cancer nearly simultaneously.

        Well, what I remember though, when I was a kid, we used to crawfish in the ditch behind the
        house, and I remember the soil had like four or five different levels.  It was like orange, purple,
        blue, and I guess reddish, plus the dirt on top.  But as a kid, I didn't know what it was.20

        I've been in Kennedy Heights for 30 years,  I waited for my house to be built over there, so that's
        how long I've been here. And as having young kids there, the water has always  been bad. We
        tried putting water filters, everything on the water.  And really I wish I would have kept the filters.
        Because the Miters that we would take out, it was filled with oil and green gook and everything
        else. So finally it got so bad to where we were afraid to drink the  water even with filters. We
        changed filters 2-3  times a month and it still was bad, so we had to start buying water to drink.
        And we've always had dogs in the backyard. And every dog we've had, anytime they would dig,
        they would die. At first we thought somebody was poisoning them. But after we looked at it,
        anytime they would dig deep in the yard, they would die. So every dog we had in the back, that's
        what happened to them. And we had a pear tree in the  back and it was like one side of it would
        bear pears and one side wouldn't. So the side that didn't bear pears, that's where the dogs would
        dig all of the time and evidently there was something there.21

        There's too many deaths for the amount of people.  And that's what got somebody's attention.
        That too many people were getting sick and dying.  And there were too many abnormalities and
        birth defects in people. I mean, you know, even whole households, everybody was sick. You
        know, not just one.
16 State of Texas, County of Harris (1968). Conveyance of property from Gulf Oil Corporation to Log
Development Company, Inc., January 29,1968.
17 Maddison, P.J. (1967). Letter to R.B. Gillies from P.J. Maddison regarding exchange of properties,
Pierce Junction Earthen Tank Farm, Chocolate Bayou Road, Houston, Texas, Richmond and Montrose,
Houston, Texas, November 14,1967.
18 Affidavit of John R. Lester, Dorothy Adams, et al vs. Chevron, et ai (C.A. No. H-96-1462).
19 Verdicts Forecast (1997). Kennedy Heights case narrative. hup://66.12J45.1 H/vf'narrative/htmi
(Accessed December 4,2002).
20 Interview with Kennedy Heights resident, April 20,2002, in Houston.
21 Interview with Kennedy Heights resident, April 20,2002, in Houston.
22 Interview with Kennedy Heights resident, April 15,2002, in Houston.

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         Like on my side, it was like every other house, somebody had died of cancer. You don't tell me
         that's normal. That's not normal. [The special master] was trying to tell us that that was normal
         in a neighborhood. It's not. This was just on one side, within a block. I'm not talking about the
         other side, or down the street. Just one side. You're talking about 12 houses and every other
         house, somebody has died with cancer.23

 A more prevalent concern to local residents than even disease and health problems was
 the fact that the water lines under subdivision properties would continuously rupture.
 One resident, a school teacher, recorded important events on the inside cover of her
 husband's Bible:

         Lord help us. We are your children. God, seems like the water is making Albeit sick. Lord help him.
         September 12,  1971. The water has broken again.
         October 4,1971, water break.
         October 22,1971, water break. The water smells real bad today. It's yellow-looking. What are we going to do?
         April 5,1972, water break.
         April 26, 1972. The pipes are rusty, the workers said to let the water run a long time.
         July  1973, the water has broken again. Albert is sick. Lord, I have called the city. They won't fix the water.
         April 1975, water breaks.
         June 1975, water breaks.
         December 1975 water break.
         May 1976, water breaks.
         November 12,1976, water breaks.
         January 1,1977. New Year's Day. The water breaks.  I can't cook.
         January 20,1977, water breaks again.
         May 10,1977, water breaks.
         May 8,1978. City put in a blue plastic pipe.  Hope it will hold.
         This  is May 3,1981. The pipes burst.
         Oh, God.  The pipes are bursting.
         Feb. 4,1982. Pipe burst.
         June  19,1983,  Pipe burst. I can't cook. Lord, what's next?24

 In spite of countless complaints made to the city for twenty years, Houston's Capital
 Projects Department did not begin major work on pipe excavation and replacement until
 the early 1990*s.25  A contractor, Pas-Key Construction Services, was sent to excavate a
 site on Murr Way in order to replace some of the waterlines.  On September 18,1991, the
 contractor shut down the site when a worker collapsed during site excavation.  Other
 employees remarked that there was a creosote odor in the area and complained of eye
 irritation.26  The workers left a sizable hole in the ground and "ceased all construction
 operations until further notice from the City  of Houston Health Department."27  Residents
 began to wonder why the work had ceased. Perhaps the pipe replacements were part of a
23 Interview with Kennedy Heights resident, April 20,2002, in Houston.
24 Taken from the inscriptions made on the inside cover of The Holy Bible, Michelangelo Edition, owned
by a resident of Kennedy Heights.
2 Even after litigation began, City of Houston Utility Complaint Notices from July 14,1995 to September
29,1996 reveal at total of 108 utility complaints made by Kennedy Heights residents.  Residents continue
to complain of water main breaks.
26 Pas-Key Construction Service, Inc. (1992).  Report on Water Project No. 10086.
27 Paskey, R.L. (1991). Letter to Howard Nicholas, Director of Capital Projects Department, Department of
Public Works from R.L. Paskey, Pas-Key Construction Service, Inc., September 26,1991.  Thereafter, the
Director of Health and Human Services for the City of Houston recommended that "excavations in the
Kennedy Heights subdivision be temporarily halted." October 15,1991 doc.

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 broader effort to increase the number of units available within the subdivision, as word
 spread that a low-income housing development was in the planning stages.28

 Unbeknownst to the residents, the city of Houston hired a contractor (Lockwood,
 Andrews, and Newnam, Inc. [LAN]) to investigate potential petroleum contamination at
 the site. This occurred after Public Utilities Branch personnel sent to the site by the city
 noted a "creosote like odor in the air" and found trihalomethanes (a volatile organic
 compound) and evidence of the possible occurrence of 1,1,1 trichloroethene.29 Soil
 borings drawn along the water main replacement route at 0-10 feet found contamination
 at a depth of 2-7 feet, including petroleum hydrocarbons "not normally indigenous to
 surface soils."30  While the city's analysis of samples taken from the two water mains
 near Murr Way (where Pas-Key work had ceased) suggested "no contamination of the
 potable water supply system," LAN, Inc. found concentrations of total petroleum
 hydrocarbons (TPH) above levels recommended by the Texas Water Commission (TWC)
 for soil contamination.31  It was also argued by the city's Director of Health and Human
 Services that replacement of water lines should continue, to allow for "higher water
 pressure" that would "decrease the probability of groundwater infiltration."32  It would
 later be determined that the community's water lines ran through the layer of soil where
 the some of the highest concentrations of hydrocarbons were found.  Plaintiffs would
 argue that contamination migrating through ruptured pipes was the primary route of
 exposure to the residents.

 The full results of the city's testing efforts were not initially shared with residents or the
 contractor.33 The Texas Water Commission (TWC), Texas Railroad Commission (RRC),
 and regional office of the Environmental Protection Agency, on the other hand, were
 contacted. A TWC official arrived to conduct a site inspection, but because the
 excavated site had been filled in, he was not able to take samples (according to what are
28 A new section of the Kennedy Heights subdivision was developed in 1994 and started accepting residents
in July of that year. The developers engaged in one of the first environmental reviews of the area, which
included soil and groundwater tests of the vacant property by Law Environmental Inc.
29 City of Houston (1991). Report of laboratory investigation of samples collected from Murr Way
locations, City of Houston Public Utilities Branch, Laboratory Section, September 18,1991.
30 Arradondo, J,E. (1991). Letter to Howard N. Nicholas, Director, Capital Projects Department from John
E. Arradondo, Director, Health and Human Services, October 15,1991. City officials did not know
"exactly what the man-made pits were used for" at this point, although they had obtained aerial
photographs indicating the three large pits, each four acres in size.
  Lockwood, Andrews, & Newman, Inc. (1991). Potentially petroleum contaminated materials
investigation, Kennedy Heights Subdivision. Prepared for the City of Houston, Project No. 10086,
November, 1991. Concentrations of total petroleum hydrocarbons that were above action levels for soil
contamination set by the TWC were found in soil samples from five of the 21 soil borings.
32 Des Vignes-Kendrick, M. (1992).  Inter Office Memorandum to Director of Capital Projects, City of
Houston from M. des Vignes-Kendrick, MD, MPH, Interim Director, Health and Human Services
regarding Kennedy Heights Contaminated Soil Complaint, February 6,1992.
33 In a summary of Water Project 10086, Pas-Key states that "Because the City had not transmitted to Pas-
Key the promised test results, on January 22,1992 Pas-Key submitted various soil samples to Dr. Edwin B.
Smith, a consultant retained and paid by Pas-Key.  Pas-Key Construction Service, Inc. (1992). Report on
water project number 10086.

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 now TNRCC guidelines).34 Residents, who had begun to meet as part of the Kennedy
 Heights Civic Association, formed a Contamination Committee and collected money to
 pay for their own environmental consultant. Pas-Key also hired a consultant to
 investigate the site. By January 1992, the contractors lured by Pas-Key found that 'the
 contaminant is creosote mixed with crude oil which will cause skin rash, dermatitis, and
 breathing difficulties."35 Four streets were listed as affected by the city's sampling
 activity, although until this point contractors had focused predominantly on the
 excavation area.36  A contractor hired by the residents found even higher levels of
 polyaromated hydrocarbons in the soil.  At around the same time, the TWC changed its
 policy for analyzing hydrocarbons.38

 The pace of activity picked up in 1994-5, when American Home Dream Corporation
 requested an investigation of potential contamination at the site of a proposed additional
 53 units within Kennedy Heights.39  The contractor, RRC, and Chevron met to discuss
 the results, starting a trend where environmental scientists, regulators, and the regulated
 would meet regarding the site, at times without the input of the affected community.
 Meanwhile, John Simmons, who headed the Kennedy Heights Civic Association at the
 time, began an investigation of his own, finding enormously high rates of cancer and
 lupus through an informal survey of the subdivision's 325 homes.40  Simmons
 approached one of the most well-known trial attorneys hi the region, and the first step
 taken by John O'Quinn and his associates was to seek temporary injunction against a new
 34 A TNRCC official familiar with the Kennedy Heights investigation stated: "When we received the
 complaint in 1991 and went out and took a look at what was going on. Yeah, when the investigator
 actually got to the site, the excavation would have been for the placement of the water line and they had
 already filled that in when the investigator went out there.  [If it had not been filled], it's possible that there
 could have been a sample taken." interview with Texas Natural Resources Conservation Commission
 official, May 28,2002, via telephone.
 35 Smith, E.B. (1992). Letter to Robert Paskey, Owner, Pas-Key Construction Service, Inc. from Edwin B.
 Smith, EFEH and Associates, January 29,1992.
 36 Barnard, P. (1992). Letter to Robert Paskey, President, Pas-Key Construction Services, Inc. from Philip
 D. Barnard, P.E., Assistant Director, Capital Projects Department regarding Water Project #10086,  March
 20,1992.
 37 John Hanby, the consultant hired by the Civic Association, found "extremely high levels of petroleum-
 related chemicals" in the soil, with concentrations "several times higher than the city's highest reading."
 Dawson, B. & Robinson, J. (1994).  Housing project site may be contaminated. Houston Chronicle,
 February 15,1994, p. A-1.
 38 Rhyne, A. & Meyers, S. (1992). Interoffice memorandum to all laboratory personnel from Sheila
 Meyers and Anne Rhyne, Quality Assurance Specialists, Field Operations Division, September 3, 1992
 ("The purpose of this letter is to inform the laboratories that the TWC will only accept method 418.1 from
 'Methods for Chemical Analysis of Water and Wastes' as an acceptable method for analysis of Total
 Petroleum Hydrocarbon (TPH) of water, soil, and wastes...a decision has been made to withdraw ASTM
 method 3328-78-B as an acceptable method").
 39 Prehmus, C.A. & Pickett, K.L. (1994). Proposal for phase I additional research and limited phase II -
 field sampling and laboratory testing program, Kennedy Heights subdivision, Houston, TX from Cynthia
 A. Prehmus, Project Environmental Scientist and Kendall L. Pickett, Principal, J^aw Engineering and
 Environmental Services to Sid Stephenson, American Home Dream Corporation, February 18, 1994.
40 A survey taken by Simmons showed that there were 113 cases of cancer, brain tumors, lupus, and birth
 defects in the subdivision's 325 homes. Cable News Network (1997). Houston residents sue Chevron over
health problems,  http://www.cnn.comAJS/9705/26/tQxic.CQntroversy./htrnl (Accessed November 30,2002).

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 contractor hired to complete the work of Pas-Key.  The injunction was granted, and a
 case was set for trial.41

 Attempts to sort through accounts of possible contamination under the Kennedy Heights
 subdivision were made on two parallel tracks:  by the Texas Railroad Commission (and,
 near the conclusion of settlement negotiations, the EPA), and by the courts.  The RRC
 initially assessed the neighborhood in 1994, by reviewing results of the city Health
 Department's earlier tests for contamination and above-ground visual survey.42  Based on
 the city's data, the RRC concluded that there was no basis for the initiation of cleanup
 activities. To encourage regulatory action, residents began a letter writing campaign in
 August 1995, sending letters to the TNRCC and the RRC which urged them to
 investigate the reported contamination under their homes.43 An attorney representing
 John Simmons and other families (approximately 2,000 individuals at the time) also
 presented a letter to the Chairman of RRC containing 68 pages of signatures and citing
 findings of "explosive levels" of methane gas under certain homes.  RRC involvement
 be'gan in earnest on August 23,1995, when Commission and Chevron representatives met
 to discuss the site. As much of the emphasis of plaintiffs' motion for a temporary
 injunction against the new contractor focused on the threat of explosive levels of
 methane, Chevron proposed the installation of several gas monitoring wells in areas
 where high levels of subsurface methane had been previously identified.44 The stated
 purpose of the testing was to "assist in identifying the source of the gas" and to inform
 the applicability of surveying homes in the subdivision for gas concentrations within the
 residences.

 Chevron presented its initial Methane Investigation Proposal in September 1995. The
 proposal called for three gas monitoring wells that would use push tools in areas of
 "highest reported gas concentrations" (as found by residents' contractors45) to take
41 Order Granting Temporary Injunction, John R. Simmons, et al v. Chevron, U.S.A., et al. (Cause No. 95-
14770) (Tex. Dist. 281, June 3,1996).
42 Flynn, G. & Dawson, B. (199S). Relocation of residents proposed: Kennedy Heights area contaminated.
Houston Chronicle, August 8, 1995, p. Al.
43 Over 200 letters were received by RRC, mostly in September.  Most of the letters followed a similar
format. Some included entirely unique portions, such as a letter sent by Anita Smith, a resident of Kennedy
Heights:
       We the residents in the Kennedy Heights subdivision area have relatives that have died.  And we
       still have family, neighbors who are still dicing and we have children who are having liver,
       kidney, turners, and heart problems. And there are more than just that of problems and a lot of
       residents and their family are having. And we have some children who will not grow...I also have
       a four-year-old... ever since he was born he have had the liver problem he born with a piece of his
       liver missing. Please. We need your help bad get us out of here. The people of Kennedy Heights
       need help now.
44 Tintera, J. (no date). Memorandum to Brenda Loudermilk, Special Counsel from John Tintera  regarding
Status of Kennedy Heights Investigation, Harris County, Texas.
45 In the EPA's final report on the site, it was indicated that "Methane has been reported at concentrations
ranging from 25,000 to 480,000 ppm in samples collected by the residents' contractors." Ecology and
Environment, Inc. (2001). Expanded Site Inspection Final Report, Kennedy Heights, Houston, Harris
County, Texas, prepared for U.S. Environmental Protection Agency, Region 6, May 2001, p. 3-3.

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 samples at two-foot intervals (vertical).46  The sample with the highest TPH reading for
 each well would undergo additional testing for PAH's, metals, volatiles, semi-volatiles,
 and hazardous characteristics. In addition, 12-15 soil borings were to be taken to a depth
 of 4 feet to test for lower explosive limits of methane, CO2, and O2. This was the first of
 several attempts to measure the extent of contamination in Kennedy Heights by Chevron.
 They were based on a series of assumptions that were contested by plaintiffs.  Tables 1
 and 2 provide a sample of the concerns raised by RRC staff and plaintiffs during testing
 at the subdivision,

 Table 1.  RRC Concerns Regarding Chevron Sampling Proposals for Kennedy Heights.
                                 "                                            "'
 Methane       September
 Investigation    9, 1995
 Proposal       (revised
 (resutaniftedas  October U,
 Installation of   1995 and
 Oas           resifcmitted
 Monitoring      December
 Wells for the    7,1995)
 Measurement
 of Methane
 Concentration
 and Flux Kates
 from Soil)
*  Need to provide estimated time frame for conclusion
»  Clarify volumes to be evacuated through tubing
•  Provide approximate location of proposed 12*15 in-situ borings
•  Expand on reasons for limiting the shallow borings to a depth of four i eet
•  Comment on whether Oievron still plans to pursue determination of ^e
   origin of the methane gas
•  Comment on why intervals of one and two months for sampling wer?
   chosen47
46 Railroad Commission of Texas (1995).  Kennedy Heights Chevron Methane Investigation Proposal RRC
Comments, October 17,1995 (Draft); Railroad Commission of Texas (1995). Kennedy Heights Summary,
11/95.
47 Ibid.

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  Table 2.  Resident Concerns Regarding Chevron Sampling Proposals for Kennedy Heights.
  Methane        September
  Investigation     9,1995
  Proposal        (revised
  (^submitted as   October ] 1,
  Installation of    1995 and
  Gas             resubmitted
  Monitoring       December
  Wells for the     7,1995)
  Measurement
  of Methane
  Concentration
  and Flux Rates
  from Soil
 •   Vapor phase hydrocarbons are from 2- \ 1 feet with random, fhin, and
    discontinuous distribution
 •   Pockets of liquid and residual hydrocarbons are at 5-26 feet; sampling is
    too shallow at 4-10 feet
 •   Three wells js inadequate
 •   Need in-situ and discrete samples with depth instead of 5 foot screens, to
    avoid dilution of samples
 *   Samples wUI vent; will not beable to measure concentration,,generation,
    or flux
 •   Should test for a gteater variety of PAH's
 •   Vertical averaging will depress values
 »   Fractures in clay can intersect methane pockets, allow gas to migrate to
    homes with cracked slabs
•   Methane will be generated until food source (hydrocarbons) is removed49
                             Concerns post-investigation:
                                 *   Systematic tight grid approach not used
                                 •   Chevron "abandoned" sampling if no results, reported "no vapor" when
                                     should state "no sample"
                                 *   Calculations for generation of methane based on inappropriate
                                     assumptions
                                 •   Soil descriptions, video t^pes do not support statement that grass roots
                                     caused elevated levels of methane
                                 •   Comments that subsurfece methane would render landscape barren are
                                     unsupported
                                 •   Neglects methane accumulations beneath foundations90
Residents' representatives and RRC staff were able to comment on several iterations of
Chevron proposals, although this process was at times disjointed. RRC records indicate



48 Railroad Commission of Texas Oil and Gas Division (1996), Comments on Chevron's Comprehensive
Work Plan for Kennedy Heights Subdivision, Houston, Texas Dated October 23,1996.
  Supra note 44.
  Railroad Commission of Texas (1996), Summary of Residents Representatives Methane Comments
March 20,1996.
J  Railroad Commission of Texas (1996). Kennedy Heights Residents Representatives Letter of 4/3/96.
10

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 that certain meetings to discuss sampling efforts were held exclusively among Chevron
 and RRC representatives.52 Still, subsequent iterations of testing proposals made some
 improvements in sampling methodology, in response to RRC and resident concerns. As
 sampling began, RRC and resident representatives were also present to observe and
 record (by video tape) Chevron's efforts and to split samples for their own analysis when
 desired.    The RRC adopted a statistical sampling frame for split samples, in addition to
 the splitting of samples with visible contamination. An RRC staff member recorded
 notes during a meeting with Chevron less than a week before testing was to begin:

        Noon on Monday
        Any violence leave
        Safety #1...
        Any questions about Chevron's plan will be referred to Chevron...
        What to say:
        1.  On top of situation
        2.  We are monitoring the situation
        3.  Long as it takes
        4.  Chevron foot the bill, not the taxpayers...
        Sample splitting priority:
        1.   Chevron
        2.   Plaintiff
        3.   RRC...
        Soil gas permeability we will not be involved in...
        Pick worst looking samples for analysis54

 On December  7,1995, an RRC staff member was told that he had the authority to
 contract for equipment and materials that would be needed to analyze the soil samples for
 methane gas and other contaminants that RRC planned to split with Chevron. The
 official was told, "It is understood that the cost of this operation shall not exceed
 $2,500."55  At the same time, an attorney for the plaintiffs requested that the RRC
 observe certain sampling efforts on behalf of the residents.56 Some of the final
 preparations made by RRC included coordinating plans for responding to media Interest.
 Interoffice correspondence regarding sampling activities would often include a
 characterization of media interest and any RRC response. Before testing started,
 Chevron's public affairs representative was told by an RRC official that his plan was to
 "respond to media inquiries about RRC monitoring roles but to refer questions about the
52 For example, meetings held in May and December, 1996 included only RRC, Chevron, and consulting
firm representatives. RRC/Chevron Kennedy Heights Meeting, 5/13/96 Sign-in sheet; KH Chevron
Technical Mtg., 12/6/95 Sign-in sheet.
53 December 6,1995 doc. Some of the questions raised regarding split samples were whether Chevron
would provide sample containers to RRC, whether they would be loaded under RRC observation, and
whether Chevron would avoid RRC's personnel decontamination.
54 Railroad Commission of Texas (1996).  12/6/95 Meeting with Chevron. Handwritten notes to meeting.
55 Tintera, J. (1995). Letter to Guy Grossman, District Director, Railroad Commission of Texas from John
James Tintera, Assistant Director, Site Remediation, December 7,1995.
56 Boyt, J. (1995). Memorandum to Chairman Rylander, Commissioner Williamson, and Commissioner
Matthews from Jeb Boyt, Staff Attorney, Railroad Commission of Texas, December 8,1995.
11

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testing, sampling, analysis, timetable, etc. to him."57  By December 15, Chevron's
methane investigation was ongoing with what had become four gas wells installed.58

Testing continued at predetermined intervals from mid-December 1995 to February 15,
1996.  Preliminary data yielded 4,000-5,000 parts per million methane recovered from
the monitor wells over the pits. This was far below the level that RRC considered
"explosive" (50,000 ppm) but it was believe to be "a  greater concentration than Chevron
anticipated measuring."5  Data also showed 2 of 25 samples in excess of 1% TPH.60  As
Chevron periodically repeated its sampling procedures, a ritual ensued where RRC Site
Remediation personnel would unlock the wells, monitor sampling activities along with
plaintiffs' representatives, and request split samples when visual contamination was
noted. Occasional problems were reported.  For example, instrument problems at the
laboratory used by RRC meant that certain samples had to be shipped to  a Corpus Christi
lab for analysis.61 These samples were shipped to Corpus Christi, then to Louisiana, and
then back to Corpus Christi.   RRC officials questioned the integrity of such samples,
and were told that there would be no charge for them.63 On another occasion, Chevron
told the other parties that a sample was insufficient and wanted to re-sample, RRC
representatives noticed visible contamination in the sample "and insisted and received
split samples with residents."64 Another problem concerned the effects of the wells
themselves on samples and readings for methane. In  mid-January 1996, field reports
indicated that 3 of the 4 monitoring wells had partially filled with water.  RRC officials
indicated that they would ask Chevron about *Svhat effect the water is having on the
integrity of the testing."65

Methane testing ended with samples showing a maximum of 23,000 ppm methane at 5
feet, taken in an area where plaintiffs also encountered high levels. RRC personnel
reported that surrounding tests indicated that such comparatively high concentrations
were localized.66  Elevated TPH was found at levels up to 5,990 parts per million (recall
37 Schaible, B. (1995). Electronic mail to COMW.DEESJ, RED.BeshearD, White.ScottB, OG.Tinteraj,
OG.EatonT from Brian Schaible regarding Kennedy Heights, December 8,1995,12:08 p.m.
58 Tintera, J. (1995). Electronic mail to RED.KeIlyM, RED.BeshearD, COMW.DEESJ,
COM.HACHTMA, CARLICKD, WrotenberyL, EatonT, RossC, and IC.SCHAIBLEB from John J. Tintera
regarding Kennedy Heights Update, December 15,1995,3:42 p.m.
99 Tintera, J. (1996). Electronic mail to KH from John J. Tintera regarding Kennedy Heights Status Update,
January 10,1996,9:13 a.m.
60 Tintera, J. (1995). Electronic mail to KH from John J. Tintera regarding Upcoming Activities at
Kennedy Heights, December 21,1995,11:52 a.m.
61 Correa, A. (1996). Electronic mail to MIERTSCHINW and OG:RRC:RRC.OG (TINTERAJ) from Art
Correa regarding KH Core Lab Samples - Reply - Reply - Reply, January 17,1996,8:55 a.m,
62 Correa, A. (1996). Electronic mail to MIERTSCHINW and OG:RRC:RRC.OG:TINTERAJ from Art
Correa regarding KH Core Lab Samples - Reply - Reply - Reply, January 17,1996,9:28 a.m.
63 Ibid
** Supra note 48.
" Correa, A. (1996). Electronic mail to MIERTSCHINW and TINTERAJ from Art Correa regarding KH,
January 24,1996,2:33 p.m.
66 Tintera, J. (1996). Electronic mail to Kennedy Heights from John J. Tintera regarding Kennedy Heights
Status Update, February 16,1996,8:35 a.m.
12

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 that preliminary data in two samples showed 10,000 ppm, or 1% TPH).67 By the close of
 the investigation, the highest concentrations of TPH found by Chevron and RRC were
 29,000 ppm and 24,000 ppm, respectively.  Exploration Technologies, Inc. (a consulting
 firm hired by the plaintiffs) found levels as high as 32,060 ppm, in addition to "liquid
 product" (crude oil) at several locations.68 It is difficult to draw conclusions directly
 from these numbers in terms of required regulatory action, particularly since the finding
 of liquid product was never officially verified by the RRC.  For instance, a 1993 RRC
 rule provided for cleanup of "non-sensitive" areas when TPH levels exceeded 10,000
 ppm.69 Kennedy Heights was a sensitive area, implying that a lower threshold  should be
 applied, albeit with adherence to specific risk-based decision making rules and
 procedures.70  This was suggested by RRC District Manager Guy Grossman.71  However,
 the rule (Statewide Rule 91) did not apply to spills that took place before November 1,
 1993. For spills that did qualify for cleanup under the rule,  RRC provided the folio whig
 advice:

         Statewide Rule 91 distinguishes two categories of spills: (a) crude oil spills into non-sensitive
        areas; and (b) (i) hydrocarbon condensate spills and (ii) crude oil spills in sensitive areas. Rule 91
        establishes clear goals for cleanup of crude oil spills in non-sensitive areas: immediate removal of
        all free oil, immediate vertical and horizontal delineation; specifying the "area of contamination"
        that must be delineated and disposed of or remediated, and specification of a final cleanup level of
        "l%by weight TPH." Rule91  is less clear about the second category of spills. It stands to reason
        that hydrocarbon condensate spills and crude oil spills in sensitive areas, which pose greater risks,
        should at least follow standards established for the equally important but less threatening spills,72

 Yet the same residential and industrial limits are given for TPH and BETX, a group of
 particularly toxic compounds associated with the processing of crude oil (benzene,
 67 Tintera, J. (1996). Electronic mail to KH from John J. Tintera regarding Kennedy Heights Status Update,
 February 21,1996,2:48 p.m.
 68 A map of bore hole locations over the NE pit (which is bisected by Murr Way and Lockgate Lane)
 indicates that "liquid product," or crude oil, was found at 11302 Murr Way (at 8-10 feet), 11303 Murr Way
 (24 feet), 11315 Murr Way (10 and 26 feet), 11323 Murr Way (6-9 feet), 11322 Murr Way (5-8 feet), and
 11323 Lockgate Lane (8-10 feet).  Exploration Technologies (1995). Bore Hole Locations, Pit Number 1,
 Prepared for O'Quinn, Kerensky, McAninch & Laminak, August 15,1995. During joint testing by RRC
 and Chevron, ETI workers asked a RRC official for permission to demonstrate where the liquid product
 was located, and were told that they lacked a work plan and had not submitted one in the requisite number
 of hours preceding their sampling activities on site. Interview with Exploration Technologies employee,
 December 17,2002, via telephone. On December 13,1995, RRC notes suggest this encounter: "Plaintiffs
 want to spl (core soils) w/in and adj. to Chevron monitoring well @ 11323 MW. We have mtg. - Chevron
 say core rig disturb their well.  I say we are implement Chevron plan and want to maintain interpret of
 Chevron data - but the next round of assessment we may address this.  Plaintiffs can core other places as
 long as they stay away from Chevron well." Railroad Commission of Texas (1995). Handwritten field
 notes for December 13,1995.
 69 Statewide Rule 91 criteria are for crude oil spills in "non-sensitive" areas and include the following
 requirements: removal of all free oil immediately according to SWR 91 guidelines, horizontal and vertical
 delineation of all areas with more than 1% TPH (10,000 ppm), and proper reporting. Amuchmore
 involved process for addressing sensitive areas has been developed by RRC, called the Risk-Based
 Decision Making (RBDM) program.  Railroad Commission of Texas (2001). Guidelines for Spills,
Releases, and Risk Based Decision Making for Oil Field Related Sites in Texas, June 21,2001.
TO%>ranote42.
71 Ibid.
72 Supra note 69.
13

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 ethylbenzene, toluene, and xylene). Another regulation governing sites similar to
 Kennedy Heights is Statewide Rule 8, also known as the "no pit rule." Rule 8 provides
 that "no person conducting activities subject to regulation by the Commission may cause
 or allow pollution of surface or subsurface water in the state."  Before this rule was
 adopted in 1969, open pit storage of crude oil as well as the disposal of salt water and
 chemicals (including arsenic, barium, and cadmium) in open pits was standard practice.
 Plaintiffs argued that certain PAH's identified at Kennedy Heights were  "hazardous
 substances" according to the Comprehensive Environmental Response, Compensation
 and Conservation and Recovery Act (CERCLA).73 CERCLA does not impose any
 quantitative requirement when liability under the statute for release or threat of a release
 of a hazardous substance is determined.74  The standards for encouraging agency action
 differed from the liability standards to which the parties would be held at trial.

 In March 1996, RRC met with Chevron to discuss the second phase of the investigation.
 Chevron's plan included an evaluation of all three former pits with ten shallow
 groundwater monitoring wells, 33 hollow stem auger soil samples, and 24 cone
 penetration tests.  The overall goal of this phase of the investigation was to "conduct a
 detailed toxicological  risk assessment that will address the presence and  distribution of
 contaminants, any exposure risk to residents, and surface or subsurface water
 pollution."75  Sixty days of fieldwork were planned to gather data  that would allow for a
 more comprehensive investigation of site contamination.  RRC and Chevron worked out
 field operations so that representatives would be present for surveying, probing, and
 sampling.  Again, RRC officials describe budgetary constraints that "will limit us to five
 samples."76 The parties started with the NW pit for one week, and then moved into the
 neighborhood.

 By this time, residents and a series of named defendants (including Chevron and Gulf
 companies and subsidiaries, developers, construction companies, investors, and
 investment trusts) had begun to prepare for trial.  Consultants for both sides began testing
 for PAH's, some of which are known carcinogens.77 Results were gathered by such firms
73 Plaintiffs' Motion for Summary Judgment on the Scientific Significance of the Quantity, Scope, and
Density of Contamination as it Relates to the Risk to Health for the Residents of Kennedy Heights Pursuant
to the Court's March 5,1997 Order, Adams et al v. Chevron U.S.A. et al (H-96-I462) (S.D. Tex, April 10,
1997).
74 Ibid.
75 Supra note 48.
76 Correa, A. (1996). Electronic mail to MIERTSCHINW and TINTERAJ from Art Correa regarding Bids
for KH Sampling, March 22,1996,10:41 a.m. ("As of 10:00 a.m. we have received three bids. The low
bidder is a hub - Chemsolve from Austin. Bid is for $481 for either fluid or soil samples. The amount we
are authorized will limit us to 5 samples. Bids have been signed and amounts double checked for accuracy.
Any suggestions on what criteria we can document to award it as lowest and best bidder. Bidding is
officially closed at 10:10 a.m. after checking fax maching and with SR & SRT personnel from any other
bids.")
77 The Agency for Toxic Substances and Disease Registry explains that "The Department of Health and
Human Services has determined that some PAHs may reasonably be expected to be carcinogens.  Some
people who have breathed or touched mixtures of PAHs and other chemicals for long periods of time have
developed cancer. Some PAHs have caused cancer in laboratory animals when they breathed air
containing mem (lung cancer), ingested them in food (stomach cancer), or had them applied to their skin
14

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 and individuals as Exploration Technologies (ETI)78> Research Statistics, Inc.79, and Dr.
 Jack Matson.80 Health effect and symptom surveys were conducted by Dr. Dick Clapp,
 an epidemiologist from Boston University81 and researchers from the University of Texas
 at Galveston.   Residents' representatives began to piece together a story for trial:
 during periods of depressurization, caused when breaks in the pipes or repairs occurred,
 contaminants entered the water pipes, located at a depth below the surface where some of
 the highest levels of contaminants were found.  Water main breaks occurred within
 Kennedy Heights at a rate of 20-30 breaks per mile per year.83  The contaminants
 included several known animal carcinogens, including a number of aromatic hydrocarbon
 compounds. One of the areas of the body affected by exposure to polycyclic aromatic
 (skin cancer)." Agency for Toxic Substances and Disease Registry (1996). ToxFAQs for Polycyclic
 Aromatic Hydrocarbons, httix/Avww,atsdr.cdc.gov/tfacts69.htm, accessed April 9,2002.
 78 Preliminary results showed that samples from Kennedy Heights matched with samples of Pierce
 Junction's oil. ETI also produced a series of contour maps detailing estimates for methane, TPH, and other
 chemical concentrations. TPH was found as high as 9,925 ppm at 4-6 feet on Murr Way.  Exploration
 Technologies, Inc. (1996).  Preliminary Environmental Site Assessment, Kennedy Heights Subdivision,
 Houston, Texas.  Prepared for O'Quinn, Kerensky, McAninch, and Laminack, Houston, Texas, January 29,
 1996.
 79 Concluded that "The residents of Kennedy Heights, present and former, have not been exposed, if at all,
 to concentrations of polycylic aromatic hydrocarbons sufficient to produce any diseases or dysfunctions,
 acute or chronic, including cancer of any form."  Pier, S. (1996). lexicological Report prepared for Clade
 R. Treece, Esq., Gardere Wynne Sewell & Riggs, L.L.P. by Stanley M. Pier, Ph.D., Research Statistics,
 Inc., October 28, 1996.
 80 Found that "crude oil constituents from tank bottoms entering the drinking water system are distributed
 to homes in a short period of time." The primary mechanism for the transport of hydrocarbons was "entry
 from suspension in water surrounding a main break."  Also found that methane had evolved from the
 conversion of tank bottom hydrocarbons and represented "an explosive threat to residents within the Pit
 Number One area (Northeast Pit)." Matson, J.V. (1996). Expert Report: Environmental Conditions at
 Kennedy Heights Subdivision, Houston, Texas. Prepared for O'Quinn, Kerensky, MacAninch, and
 Laminack by Jack V. Matson, Ph.D., P.E., Consulting Environmental Engineer, October 1,1996.
 81 Richard Clapp, MPH, D.Sc., with Boston University, reviewed a report by Meta Environmental, Inc. and
 testing done in September, 1996, which found several substances which are animal carcinogens "and
 therefore may be expected to cause cancer and other toxic effects in exposed humans." He also calculated
 prevalence rates for systemic lupus erythematosus (SLE), and compared his results with estimates of
 prevalence in whites and African-Americans in the U.S. National prevalence rates ranged from about 10-
 50 cases per  100,000. His estimate for the combined (current and former) population of homes in Kennedy
 Heights to be 2,435, of which 10 cases of SLE  were reported.  The prevalence of SLE in the combined
 population was estimated at 411 per 100,000, or between 4.9-8.2 times the upper end of the range of
 prevalence of SLE in the U.S. population. Clapp concluded that since the lower end of the confidence
 interval for his estimate was still more than three times higher than the upper range for the U.S. population,
 the results were not likely to be due to chance fluctuation. Clapp, R. (1996). Repot of Richard W. Clapp.
 October 1, 1996.
 82 A symptom survey was completed by 72 residents. Within this group there were ten reported cases of
 cancer as well as eleven reported cases of benign tumors. There were 26 reported problems with
 pregnancies (out of 90 experienced by the group). The group also reported 350 symptoms of central
 nervous system problems as well as 108 immune system-related ailments or conditions.  The toxicologist
responsible for the survey stated that "PAH's and naphthlamines are known to cause serious health effects.
 When these effects are exhibited by the plaintiffs, it is my opinion, to a reasonable scientific probability,
that these chemicals caused or significantly contributed to the adverse health effects suffered by the above
trial plaintiffs." Legator, M. (1996). Addendum to Symptom Survey.  Prepared by Marvin S. Legator,
Ph.D., University of Texas Medical Branch at Galveston.
83 Supra note 80.
15

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 hydrocarbons is the immune system.84 Lupus, a disease in which the immune system
 loses its ability to tell the difference between foreign substances and its own cells and
 tissues, was prevalent in Kennedy Heights at a rate that was several times the national
 rate.85  Other diseases linked to some of the known or suspected carcinogens in the soil
 were also prevalent in the subdivision. Some of the diseases, including lupus, were not
 known to be in the family histories of those who suffered from them.

 In response to concerns about drinking water, Chevron's Comprehensive Work Plan was
 drafted to include a proposal to collect samples from the outside hose bibs of 13 selected
 homes "as soon as reasonably possible, but no later than 24 hours after a water line break
 has been repaired in the Kennedy Heights subdivision."86  The company also  offered free
 drinking water testing to residents whose homes were located in the general area of the
 NE pit.  Plaintiffs were opposed to the sampling program, claiming that it was "unlikely
 to detect contamination at any home not affected by a specific pipeline break."87 More
 importantly, it would have "limited utility in determining how much contaminated water
 has entered homes in Kennedy Heights during the last twenty-five years."88 As
 preliminary fieldwork for the Work Plan commenced, relations among the parties soured.
 Residents picketed some of the testing activities, claiming that RRC was responding at a
 slower pace to their concerns than to problems with a former crude oil storage site near
 the Memorial Glen subdivision south of Humble, Texas.89 The Houston District Office
 of RRC was forwarded approximately 80 letters from residents, originally  mailed to the
84 Supra note 81.
96 Flour Daniel GTI (1996). Comprehensive Work Plan for Kennedy Heights Subdivision, Houston, Texas,
Third Draft, prepared for Chevron U.S.A. Production Company, October 18, 1996.
87 Bell, A.E. (1996).  Letter to Terri Eaton, Assistant Director, Environmental Section, Railroad
Commission of Texas, Office of General Counsel from Allen Eli Bell, Bernsen, Jamail and Goodson,
L.L.P., June 4, 1996.
89 On at least two occasions, RRC officials assembled data regarding site investigation on other pits within
their jurisdiction. These included Memorial Glenn (the Landslide site), which was adjacent to a
subdivision ("Texaco had crude oil storage pits dating from the 1920's with liquid crude exposed to the
surface. No residences were involved. Remediation was a stabilization program where the pit contents
were solidified on site"); Wilson Court, in Humble a few miles south of Landslide ("Numerous large crude
oil storage pits dating from the 1920's were partially backfilled on a 104 acre site. Liquid hydrocarbons
were seeping to the ground surface. Current pilot program is a bioremediation/landfarm effort on 19 of the
104 acres"); and the Sun site ("four large and several smaller crude oil storage pits at the site again dating
from the 1920's, a few miles south of Wilson Court. The pits were open and exposed to the surface. A
bioremediation project is currently being conducted for closure")- Tintera, J. (1996). Electronic mail to
IC.SCHAIBLEB from John J. Tintera regarding Remediation project info - Reply, April 4, 1996 10: 19
a.m. This information was garnered in response to requests from the media as well as State Senator
Rodney Ellis' office. Ellis' Chief of Staff was most concerned about the "Texaco Humble Pits" and
whether they were similar to the Kennedy Heights site, as well as the length of time between discovery and
site closure. In reply, RRC maintained that "The age and use of the Humble pits are similar to KH,
however many of the Humble pits were open at the surface and had not been backfilled. Residences were
adjacent, not within, the pit boundaries. Elevated methane concentrations were not reported. Similar
investigation activities were required,  which included the installation of water monitor wells and extensive
soil sampling." Tintera, J. (1996). Electronic mail to IC.LawsonS from John J. Tintera regarding Sen. Ellis
Kennedy Heights Info Request (and attached answers to information request by Chief of Staff William Paul
Thomas), March 27, 1996, 10:50 a.m.

-------
 TNRCC, requesting cleanup of contamination at Kennedy Heights.90 Fifty residents
 attended a technical meeting regarding Chevron's Work Plan, again questioning the risk
 assessment and its ability to appropriately characterize sporadic contamination entering
 residential lines after water main breaks.   At a pre-hearing conference in Houston,
 residents' attorneys claimed that the hearing process lacked clear ground rules, standards,
 and a clear burden of proof.92 The residents withdrew from the hearing, but implored
 RRC to continue its efforts, citing "ample technical data available to support enforceable
 remediation measures."93 Residents would rely predominantly on the courts, under the
 belief that a "federal judge will move faster than RRC."94

 Upon conclusion of sampling over each pit by various consultants, RRC prepared
 summaries of contamination that was found.  Tables 3-5 provide an overview of the
 highest concentration of various types of compounds, as summarized by RRC.
90 Tintera, J. (1996). Electronic mail to COMW.OGJjREENSHEET from John J. Tintera regarding
Kennedy Heights Correspondence, May 9,1996,2:47 p.m.
91 Tintera, J. (1996). Electronic mail to COMW.OG_GREENSHEET from John J. Tintera regarding
Kennedy Heights, May 23,1996, 2:41 p.m.
92 Tintera, J. (1996). Electronic mail to EatonT, LG.JohnsonB, LG.FowlerL, SchieckD, Wrotenb... from
John J. Tintera regarding Kennedy Heights Pre-Hearing Conference, November 17,1996,12:45 p.m.
93 Ibid.
94 Ibid.
17

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Table 3. Highest Concentration Found as Proportion of TNRCC Regulatory Limit, NE Pit (ppm).
 TPH at
 Surface
 TPH
 voc
 s-voc
 Total Metal
 SPLP VOC
 SPLP S-
 VOC

 SPLP Metal
    Chevron
      1,453

    29,000*
  43.49*710.7
  (Methylene
   Chloride)
   39.18/45.7
(Bis 2-ethyIhexyl
   phthalate)
   11.7*7.366
   (Arsenic)
   2.99*A005
  (Methylene
   Chloride)
   .021*7.006
(Bis 2-ethylhexyi
   phthalate)
.24/2.0 (Barium)
                                         RRC
                                         800

                                       24,000*
       ET1
      7,797

      9,720
    .212*71.33
    (Benzene)
 25/1.0 (Toluene)
33*7.00608 (Bis 2-
    ethylhexyl)

    2.5*7.366
    (Arsenic)
City
590
                                                                                              PSI
                                    .009*7,005(1,2
                                    dichloroethane)
                                       -037A005
                                       (Methyl
                                       Chloride)
                                                                                         2.649*7 .00608
                                                                                             (Bis 2-
                                                                                           ethylhexyl)
                                                                                           .450*/.366
                                                                                           (Arsenic)
                                      ,004*7.002
                                      (Mercury)
                                    1.772.0 (Barium)
                                      2351*7300
                                      (Sulfates)
 DWVOC,             -                  -                  -                 -             .0167.1
 S-VOC,                                                                                 (Chloroform),
 Metal                                                                                   .012*7.00608
                                                                                             (Bis 2-
                                                                                          ethylhexyl),
                                                                                            .0017.05
                                                                                            (Arsenic)
TPH = Total Petroleum Hydrocarbons
VOC = Volatile Organic Compound
S-VOC = Total Volatile Organic Compounds
SPLP = Synthetic Precipitate Leaching Procedure, an analytic method to determine the mobility of compounds in soil
DW = Drinking Water
- = no hit or test for this compound
* = above TNRCC regulatory limits (number below / represents limit); numbers for TPH with a * are above RRC guidelines for non-
sensitive areas; at the time, sensitive areas were assessed on a case-by-case basis
18

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 Table 4. Highest Concentration Found as Proportion of TNRCC Regulatory Limit, NW Pit (ppm)
  , "»•  ,*<,  '   :    w;- v/Oiwn ,'.,-.,   •   '   /.  .me    '  ",-•  <-•  -:-   VHSU--^:>*  '-
  TPH at
  Surface
                         3,674
                                 1,100
636
  voc
                 36.63*/10,?(Methytene
                       Chloride)
  Total Metal
li,4*/366 (Arsenic)
                                                                         2.5*A366 (Arsenic)
  SPLPS-
  VOC
                   XK)68*/.006(Bis2-
                  ethylhexyi phthalate)
 TPH « Total Petroleum Hydrocarbons
 VOC = Volatile Organic Compound
 S-VOC - Total Volatile Organic Compounds
 SPLP = Synthetic Precipitate Leaching Procedure, an analytic method to determine the mobility of compounds in soil
 TCLP = Toxicity Characteristic Leaching Procedure, an analytic method to determine metal mobility
 - = no hits or test for this compound from samples taken
 * = above TNRCC regulatory limits (number below / represents limit); numbers for TPH with a * are above RRC guidelines for non-
 sensitive areas; at the time, sensitive areas were assessed on a case-by-case basis


 Table 5. Highest Concentration Found as Proportion of TNRCC Regulatory Limit, SE Pit (ppm)
 Surface
'!$£'
 VOC
                          24
                  5.99/1 0,7 {Methylene
                       Chloride)
                                                   200
                                                             31

                                                             8 :
  Total Metal
                  12.1*/.366 (arsenic)
 SPLPS-
 VOC
                 .OH98*/.006{Bis2-
                 etliylhexyl phtlialate)
TPH = Total Petroleum Hydrocarbons
VOC = Volatile Organic Compound
S-VOC * Total Volatile Organic Compounds
SPLP = Synthetic Precipitate Leaching Procedure, an analytic method to determine the mobility of compounds in soil
TCLP = Toxicity Characteristic Leaching Procedure, an analytic method to determine metal mobility
- = no hits or test for this compound from samples taken
* = above TNRCC regulatory limits (number below / represents limit)


While certain compounds were found at levels exceeding regulatory standards, RRC
determined, through analysis of a risk assessment performed by Chevron, that the levels
of contamination did not pose a sufficient threat to human health to warrant remedial
action. Prior to completion of Chevron's Work Plan, the RRC responded to concerns
19

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 expressed by State Senator Rodney Ellis regarding the anticipated risk assessment.  The
 Assistant Director of the Environmental Section of the RRC characterized risk
 assessment as follows:

        No single risk assessment model will account for site-specific variables in all cases, including
        those at Kennedy Heights. However, risk assessment techniques are designed to be adjusted to
        accommodate site-specific variables. Commission staff has experience evaluating site-specific
        risk assessments, including assessments of risk to nearby residents from surface and subsurface
        contaminants. It a thorough risk assessment of the residual contamination at Kennedy Heights
        indicates that the residents are or may be exposed to constituents of concern at unacceptable
        levels, appropriate remedial measures will be required.95

 RRC's evaluation of Chevron's risk assessment led them to conclude that residents were
 not exposed to unacceptable levels of hydrocarbons. Residents were left to seek relief
 through the courts.

 The Dispute

 The procedural history of the lawsuit began when the original suit, John R. Simmons et
 al. v. Chevron U.S.A., was filed in state district court on March 24,1995.96 In August
 1995, plaintiffs' property claims were bifurcated from the personal injury case and set for
 trial on January 8,1996.  Judge William Bell recused himself from the case, which was
 reassigned to Judge Tony Lindsay, who was disqualified for ownership of stock in
 Chevron. The case was transferred to Judge Lamar McCorkle. At that point, the state
 court cause of action was removed to federal court (under Judge Sim Lake) and
 eventually consolidated into Adams et al v. Chevron et al  (under Judge Kenneth Hoyt).97

 Plaintiffs in the Adams case alleged that the three pits upon which the Kennedy Heights
 Subdivision had been built were utilized, stored, removed,  and filled in an unreasonably
 dangerous and unlawful manner.98 They claimed that chemicals from these operations
 had volatized and remained in the soils and groundwater in toxic and explosive
 quantities, exceeding federal and state regulatory limits.  Further, it was believed that
 "these chemicals and other unknown chemicals have infiltrated the water supply and may
 infiltrate the water system servicing the residents in and around the site."99 It was argued
 that defendants failed to disclose or falsely represented the  historical uses of the site and
 presence of residual contamination in order to obtain government financing that would
 facilitate the purchase of  the property from Chevron.    The manner in which defendants
93 Eaton, T.K. (1996).  Letter to William-Paul Thomas, Chief of Staff, Office of Senator Rodney Ellis from
Terri K. Eaton, Assistant Director, Environmental Section, Railroad Commission of Texas, Office of
General Counsel, June 7,1996.
96 Plaintiffs' Sumary of the Case, Adams et al. v. Chevron U.S.A., Inc. et al., 96-CV-1462 (S.D. Tex.
September 10,1997).
97 Order Granting Motion to Consolidate Cases, Adams et al. v. Chevron U.S.A., Inc. et al, 96-CV-1462
(S.D. Tex. August 6,1996).
98 Plaintiffs' Original Complaint, Adams et al. v. Chevron U.S.A.,  Inc. et a/., #96-CV-1462 (S.D. Tex. May
6,1996).
99 Ibid, & 5.
100 Plaintiffs' Second Amended Complaint, Adams et al. v. Chevron U.S.A., Inc. etal.t #96-CV-146(S.D.
Tex. October 1, 1996).
20

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 could be held negligent was outlined, in addition to allegations of nuisance, trespass,
 toxic assault and battery, fraud, misrepresentation, concealment, failure to disclose
 material facts, conspiracy, and other claims.  Residents sought damages for physical,
 mental, medical, property, and punitive damages, as well as attorneys' fees, expert fees,
 and other costs. The primary defendant, Chevron, argued that no liability existed for any
 of the alleged damages, many of which they claimed were speculative, due to risks
 assumed by plaintiffs, related to conditions that Chevron did not have control over,
 barred under the statute of limitations, and barred because they were not addressed by
 plaintiffs hi a manner consistent with the National Contingency Plan for dealing with
 contaminated sites.101

 The complexity and cost of preparing for the case grew seemingly exponentially as routes
 of exposure, computer simulations, a variety of sampling protocols, and lab tests were
 each pursued. Analysis of various aspects of the site reached a fevered pitch by October
 1,1996, when a series of consultants' reports were made available to either the plaintiffs
 or Chevron, covering everything from human factors102 to historical aerial photograph103
 to sociological104 to forensic architectural105 to toxicological106 to fate and transport to
 property value107 analysis.  Chevron continued to meet with the Railroad Commission,
 101 Affirmative Defenses and Answer to the First Amended Complaint, Adams et al v. Chevron U.S.A.,
 Inc., H-96-1462 (N.D. Tex. July 12,1996).
 102 For example, a human factors psychologist argued that when addressing residents, "Chevron failed to
 take into account important characteristics of the population - their beliefs, history, and lack of
 sophistication with regard to chemical dangers and routes of exposure. In assuring the residents that there
 were no toxins buried on the site, they were using language to attempt to deceive the scientifically naive
 residents of Kennedy Heights (toxin is a specific term meaning a poisonous animal or plant substance)."
 She further characterized Chevron's use of the media as "intended to increase the residents' feelings of
 helplessness and to influence public opinion." Laux, L. (1996). Letter to Carl Shaw, O'Quinn, Kerensky,
 McAninch and Laminack from Lila F. Laux, Ph.D., Human Factors Consulting, September 23,1996.
 103 For instance, the plaintiffs asked Robert Maggio to review aerial photographs of the Kennedy Heights
 area from  1930-1996. Maggio, R.C. (1996). Expert Report of Dr. Robert C. Maggio in Case No. 95-
 14770, John R. Simmons et al. v. Chevron U.S.A., Inc. et al.  October 1,1996.
 104 Sociologist Steven Couch referred to the belief among Kennedy Heights residents that there is
 environmental contamination as a "culture of distress" that included severe uncertainly about the extent and
 scope of contamination, powerlessness, pervasive fear, constant vigilance, stigma, social isolation,
 disillusionment, anomia (the belief that following societal rules will not lead to the ends people wish to
 achieve), alienation, anger, blame, mistrust, social conflict, preoccupation with contamination-related
 problems, changes in the meaning of "home," and stress resulting from "the endless nature of the problem."
 Couch, S.R. (1996). Letter to Dr. John P. Wilson, Department of Psychology, Cleveland State University
 from Stephen R. Couch, Ph.D.
 105 An engineering report by Peverley Engineering Inc. found mat a number of homes on Murr Way
 required foundation repairs. Peverley, R.W. (1996). Forensic Examination of the Structural Foundations
 of Selected Residential Buildings Which are a Part of the Kennedy Heights subdivision, Houston, TX.
 Pevereley Engineering Inc., September 26,1996.
 106 For example, Dr. Richard Irons with the University of Colorado reviewed the environmental testing data
 garnered prior to October 30,1996. He said that samples containing detectable amounts of flourene,
 chrysene, or phenanthrene did not represent PAH's that are among the 15 for which sufficient evidence of
 carcinogenicity exists in animals. Irons, R. (1996). Letter to Robert Scott, Esq., Adams, Scott, and
 Bickley, L.L.P. from Richard Irons, Ph.D., Director, University of Colorado Health Sciences Center,
 October 30,1996.
 107 For example, one report compared survey results from Kennedy Heights and control areas regarding
attitudes about property values and residents' desire to move.  The survey,  taken via telephone in
21

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 which in Texas had nearly sole jurisdiction over matters of petroleum production,
 transport and related hazardous waste sites, to develop and execute their comprehensive
 work plan,

 As with many mass torts cases, community representation became a source of contention.
 Attorneys represented groups ranging from between a handful of claimants and several
 thousand residents, some who had not lived in Kennedy Heights for a number of years.
 Some of the initial motions filed in this case dealt with how such a case, where exposure,
 physical manifestations of ailments, and corresponding damages were uncertain and
 unevenly distributed, could be fairly tried. On December 19,1996, an order establishing
 trial plans and resolving some of these dilemmas was issued.108 Thirty bellwether
 plaintiffs were chosen, 15 by each side, and the case proceeded with a focus on individual
 claims and the issue of the existence of liability on the part of Chevron for pollutants that
 gave rise to claims under CERCLA, RCRA, the Safe Drinking Water Act, the Clean
 Water Act, the Oil Pollution Act, the Fair Housing Act, and the Civil Rights Act of 1983.
 Defendants argued that such a selection process would not allow for the trial to consider a
 representative group of plaintiffs, as they were not similarly situated.109  Further,
 defendants claimed that the solution of a bellwether trial might place intense pressure on
 them to settle if the plaintiffs experienced illnesses and suffered injuries that were not
 representative of the now more than 3,000 residents involved.110 The defendants
 proposed stratified random sampling as an alternative means of selecting bellwether
 claimants. Due to the extensive history of the case, Chevron's previous lack of attempts
 to modify the proposed trial plan, and the court's discretion in choosing how to bifurcate
 or trifurcate liability, general causation, and individual causation, defendants' writ of
 mandamus was denied and the trial proceeded.111 However, the 5th Circuit prohibited the
 trial judge from using the results of a trial of the 30 plaintiffs to establish issue or claim
 preclusion hi the case.112

 As the trial advanced through 31 days of testimony by plaintiffs' witnesses and cross-
 examination by attorneys predominantly for Chevron, several facts of the case became
 clear:  (a) the residents of Kennedy Heights had not been aware of the former use of the

 November and December 1995, suggested that few residents rated their environmental quality as "low"
 (11.8%). It also analyzed price trends for housing at various distances from the storage tanks. The results
 did not show that homes closest to the tank were selling at a discount to homes  more distant from the pits.
 However, significant news coverage of the story occurred in February 1994 (results of tests of residents'
 contractor mentioned and the Health Department contended that petroleum-related chemical concentrations
 were not of concern) and did not reappear until April, 1995 (when it was ruled  that continued digging in
 Kennedy Heights created a substantial risk). Chalmers, J.A. (1996). Expert Report on Kennedy Heights
 Property Value Analysis. Coopers & Lybrand, L.L.P., October 30,1996.
 108 Order Granting Motion to Determine Trial Plan, Adams et al v. Chevron U.S.A., Inc. et al (96-CV-
 1462) (S.D, Tex. December 19,1996).
 109 Supplemental Brief by Chevron USA Inc., Gulf Oil Corporation, Gulf Refining Co., Gulf Pipeline Co.,
Gulf Production Co. in support of its recommendation on the trial of this case, and supplemental response
to Plaintiffs* statement of case and request for ratification of Bellwethers, Adams et al  v. Chevron U.S.A.,
Inc. et al. (96-CV-1462) (S.D. Tex. November 1,1996); Petition for Writ of Mandamus, Adams et al v.
Chevron U.S.A., Inc. et al. (96-CV-1462) (S.D. Tex. December 19,1996).
 110 Ibid.
 111 Supra note 108.
 112109 F.3d 1016,1017 (5th Cir. Mar. 1997).
22

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 site, (b) residual contamination from a prior use of the site for crude oil storage was
 present in the soil, (c) the presence of certain substances in the soil could be linked to the
 Pierce Junction well owned by Gulf Oil (which transferred liability to Chevron), and (d)
 there was a cluster of disease in the subdivision, particularly in the vicinity of the NE pit
 (although there were strong differences over whether this cluster had anything to do with
 environmental contamination).  While these facts were relatively easy to demonstrate,

        [Cjausation was going to be a difficult issue. Essentially, you may have a toxin, and it may have a
        vehicle by which it could reach the victims but the measuring of what level of intake would be
        required to cause certain manifested injuries, the science was not as aggressive as the accusations,
        and so I felt that that was going to be difficult. We believed that it would be easy to show die
        presence of the toxins.  We believed it would be easy to show how the toxins were being delivered
        to the victims. Quantifying the delivery system and qualifying the amounts of the toxins in a
        diluted substance were going to be incredibly difficult because the science was just not established
        with the requisite level of certitude.. .[I]f s the tried and true plan of strategy of starting with
        damages and using the Cartesian formula that there is a cause and effect.  We knew that we had an
        effect. We had the injury, and we had the search for the cause, and when you have cumulative
        effects that have a certain pattern, we use science as probabilities that if you have a common
        occurrence that is the effect, there should be in all reasonable probability a common cause, and so
        we used the strategy of going for the effect first, because that we could prove with certainty, and
        then the causal link we thought would necessarily follow if the Cartesian formula was correct.
        The mind would beg for a cause if you could establish the existence of the effect... Our victims
        were the predominant vessels of the effects. They had the lupus that had been fully diagnosed by
        scientists who had no prejudice one way or the other in the case. And their proximity to each
        other, those were easily establishable facts.  They were close to each other, they all had lupus-like
        and lupus diseases.113

 When the case shifted from the presence of certain effects, such as disease rates, to the
 other end of the Cartesian formula, problems arose. Doubt was cast particularly on the
 plaintiffs' witnesses charged with generating a computer model and theorizing how
 toxicants were moved from waterlines to residents* sinks and bathtubs. For much of this
 work, plaintiffs retained Charles Howard & Associates. Howard was a consultant to
 water, sewerage, and power utilities, as well as local, state, and federal governments
 across North America, in the development and use of computer techniques for water
 management.  After taking field measurements of water pressure at various points across
 the distribution system in Kennedy Heights, Howard used EPANET, a computerized
 water  distribution system simulation developed by the Environmental Protection Agency,
 to model the fate and transport of contaminants to plaintiffs' homes.114 Based on the
 introduction of 1 g/m2 of a contaminant to a hypothetical pipe break along the network,
 EPANET was modeled to provide estimates of contaminant concentrations at certain
 locations, given in maximum levels  within each hour in mg/1 over a 24-hour period.
 Assuming that contaminants entered the system during water main repairs, Howard
 modeled concentrations at various points along water pipes and at certain bellwether
 homes after a hypothetical repair at 11322 Murr Way or 11322 Lockgate Lane.115  His
113 Interview with Attorney for Plaintiffs in Adams et al. v. Chevron USA et al., April 18,2002, in Houston.
114 Howard, C.D. (1996). Letter to Carl D. Shaw, O'Quinn, Kerensky, McAninch & Laminack from
Charles D. Howard, Charles Howard & Associates, Ltd., September 30,1996.
115 Plaintiffs took water samples and samples of "oil floating on the surface of the water and entering a pipe
during a pipe repair" after a pipe break at 11326 Lockgate Lane in September 1996. They found PAH
23

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 findings suggested that between .027 and 5,082 mg/L of contaminant would be found in
 pipe 4243, which delivered water to seven of the bellwether plaintiffs' homes, over the
 course of a 24 hour period following introduction of the contaminant into a pipe at 11322
 Murr Way. Chevron questioned many of the assumptions underlying the model itself as
 well as Howard's choice of inputs into the model.'

 Despite numerous challenges against many of their expert witnesses, plaintiffs were able
 to present and enter into evidence most of the data that they had gathered.  However, as
 they neared completion of their presentation of the case, an unexpected series of events
 unfolded. First, the fifth judge assigned to the case, Kenneth Hoyt, recused himself after
 weathering a series of accusations of bias from Chevron and (according to plaintiffs1
 attorneys) other outside pressures. Plaintiffs accused Chevron of "forum shopping" and
 cited evidence of defendants* efforts to avoid compliance with the court's discovery
 orders.117 Chevron maintained that Hoyt had shown favoritism for the plaintiffs and
 made biased comments, primarily during bench conferences.118  The Fifth Circuit Court
 of Appeals was not entirely persuaded of the existence of prejudice.119  However, "in the
 interest of justice," Hoyt disqualified himself and declared a mistrial in August 1997.120

 Dispute Resolution

 The final judge to be assigned to the case, David Hittner, focused hearings on several
 issues following the mistrial121:

    1.  How best to proceed with a trial plan:
            a.     Make use of a similar bellwether claimant selection process to what had
                  been tried to date (plaintiffs preferred that a trial proceed for the 29
                  previous bellwethers or a representative subset, with the court
concentrations of 2.4 ppm in the water and 7,826 ppra in the oil. Plaintiffs' Summary of the Case, Adams
et al v. Chevron V.S.A., Inc. el a/., H-96-1462 (S.D. Tex. September 10,1997).
116 Defendants claimed that the model was not scientifically valid because (a) it was not initially designed
to model oil contamination but was created for the modeling of soluble substances such as chlorine, (b) was
not calibrated in response to field measurements, (c) eliminated portions of the water distribution system to
increase amounts of the contamination to certain homes, (d) was run twice and then totaled, and (e) resulted
in more PAHs at certain homes than had been entered under the assumed water line break. Defendants
further disagreed with the model's assumptions regarding the amount of contaminated water to enter the
pipes and the amount to stick to pipe surfaces and remain after post-repair flushing of the system.
Summary of the Case Submitted by Defendants, Adams et al. v. Chevron U.S.A., Inc. et al, H-96-1462
(S.D. Tex. September 10,1997).
117 Platintiffs' Response to Chevron Defendants' Motion for Disqualification, Adams et al, v. Chevron
U.S.A., Inc. et al.. H-96-1462 (S.D. Tex. July 25,1997).
111 For instance, Judge Hoyt discounted a pamphlet presented by Chevron attorneys that stated that blacks
had a higher incidence of lupus than whites, because "white people write it.** Tedfbrd, D. (1997). Judge
Hoyt recuses self from trial: Kennedy Heights case will have to be retried. Houston Chronicle, August 22,
1997, p. A-l.
119 In re Chevron U.S.A., Inc., Cause No. 97-20612 (5th Or. August 19,1997).
120 Order, Adams etal. v. Chevron U.S.A.,  Inc. etal.t H-96-1462 (S.D, Tex. August 21,1997).
121 Hearing before the Honorable David Hittner, Adams et al. v. Chevron U.S.A., Inc.  et al., H-96-1462
(S.D. Tex. September 18,1997).
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                   maintaining previous rulings regarding admissibility of evidence under
                   the Daubert doctrine122),
            b.     Apply defendants' previously proposed selection methodology for a
                   bellwether trial, or
            c.     "Try the site," by determining whether harmful substances that were
                   the responsibility of Gulf Oil were found in Kennedy Heights and
                   whether those substances could cause diseases that were a part of the
                   lawsuit (defendants' preferred approach);
     2.  Which hearings and motions for summary judgment should be held and ruled on,
        particularly relating to the admissibility of certain medical and scientific evidence
        gathered by plaintiffs (defendants argued that much of the evidence regarding
        drinking water contamination was inadmissible under the doctrine set forth in the
        case of Daubert and cited approvingly in other cases, including a recent 5th
        Circuit ruling123);
     3.  Which issues would be heard first should the case be retried; and
     4.  Whether there was interest in exploring settlement possibilities in the case.

 Defendants initially expressed doubts about the probability of settlement, "if a settlement
 implicates or necessarily implicates the personal injury medical claims of the plaintiffs."
 Chevron was of the opinion that it would succeed in its legal position against plaintiffs*
 medical case either on its Daubert motions, at trial, or in the 5th Circuit.  They were thus
 amenable to segregating the medical case from the property damage claims of plaintiffs
 for rulings by the court. They did not approve of the consideration of medical claims in
 mediation.

        Our position is that if we went into a mediation, no matter how good the mediator, no matter what
        the good faith of the parties, if they're expecting compensation for the medical part of their case
        and we are not intending to pay anything on the medical part of their case, that a mediation would
        be fruitless.124

 Nevertheless, both sides agreed to three names of mediators before the original hearing
 by Judge Hittner in September 1997. Plaintiffs' attorneys listed M.A. "Mickey" Mills
 first on their list and Chevron found the choice acceptable. John O'Quinn described his
 reasons for wanting to explore mediation:

        I have got clear proof that your company sold what I call dirty land; and I have got clear evidence
        from competent real estate experts that that has affected the value of our land, whether it caused
        any disease or not.  There is a stigma value associated with having your house built on top of an
        old toxic waste dump. I said, surely you can come and settle that part of the case. Why can't we
        do that? Because one of the big points that has been driving my decision making is, I feel out of
        concern for my clients, I want them to have an economic way to get off of this land, to get away
        from it. I want them to have some money where they can move on with their lives. If they could
       get their property damage, perhaps that could be done... So, here's my point:  I don't see any
122 The case of Daubert et al. v. Merrell Daw Pharmaceuticals, Inc. established the standard whereby
scientific evidence in torts claims is admissible. Evidence is admissible only if the principle upon which it
is based is "sufficiently established to have general acceptance hi the field to which it belongs.'* 509 U.S.
579,113 S.Ct. 2786.
123 Allen v. Pennsylvania Engineering Corp., 102 F.3d 194 (5th Cir. 1996).
124 %>ra note 121, p. 61.
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        reason why we can't at least in good faith mediate the property damage. I mean, [Chevron]
        doesn't have a Dattbert hearing, as I see it, on the property damage.12

 Other matters remained unresolved.  For instance, plaintiffs were concerned about how
 mediation would affect their claims under CERCLA, which allows for recovery of money
 spent investigating the extent of site contamination. In addition, under the Resource
 Conservation and Recovery Act (RCRA), plaintiffs claimed a right to require defendants
 to remediate the site, a process which their lead environmental engineering expert
 estimated at between 30 and 42 million dollars. O'Quinn felt that recovery of certain
 expenditures as well as punitive damages (should they be linked to a property damage
 claim) could be explored and potentially resolved through mediation. Defendants
 countered that they would prefer not to discuss all of the above issues, only to have to
 subsequently try the personal injury claims.  While the issue was left to the judge to
 determine, plaintiffs urged the court to "see if we can start a mediation in the near
 future," while defense attorneys noted that "it would be more productive to undertake
 serious settlement negotiations, if they're possible, after we have had a hearing on the
 motions we have been discussing," The court ordered the case to mediation on
 September 22,1997, noting that "Mr. Mills was the mediator agreed to by  all parties, in
 the event the Court elected to forward this case for mediation."   Further, it was ordered
 that approximately  1,000 plaintiffs who had been previously severed from  the case be
 rejoined with the other O'Quinn plaintiffs.127 At around the same time, a matter in state
 court that focused primarily on property value diminution was ordered into the same
 mediation.128  Several small, independent groups of plaintiffs were also folded into the
 talks. The court's objective of applying whatever was to be worked out in  mediation to
 all claimants was potentially met.

 Chevron asked the court to allow it to file additional motions for summary judgment,
 particularly regarding plaintiffs' medical testimony and the admissibility of evidence
 regarding water contamination. As the mediation progressed, Judge Hittner gave a
 clearer picture of what a trial would look like should mediation prove unable to yield a
 settlement.  First, Hittner would hold Daubert hearings regarding water contamination
 and property value claims.  He further planned to convene oral hearings for a number of
 defendants* motions to exclude testimony.129 Knowledge of recent court rulings that
 referenced and reinforced the doctrine established in Daubert started to shape certain
 plaintiffs' attorneys' views of their changes of success should the case be retried.

 Mills began to carry out his tasks as mediator in the case, and was later appointed
 "special master" under rule 53(b) of the Federal Rules of Procedure. He was asked to:
123 Supra note 121, p. 62.
126 Order, Adams et al v. Chevron, U.S.A., Inc., H-96-1462 (S.D. Tex. September 22, 1997).
128 Interview with Plaintiffs' Attorney, December 19, 2002, via telephone.
129 Transcript of Hearing before the Honorable David Hittner, Adams et al. v. Chevron U.S.A., Inc., H-96-
1462 (S.D. Tex. February 19,1998).
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         Make recommendations to the Court to define the final/complete plaintiff group in this case; and

         Report to the Court and the parties his determination of an allocation of any of the settlement
         funds among the final/complete plaintiffs in the Kennedy Heights litigation.130

 Thus commenced the settlement negotiations that plaintiffs had long prepared for
 (attorney notes suggest preparation of a settlement matrix linking plaintiffs, to  exposure
 years and forecasting bellwether claims settled in a certain dollar value range). The
 special master described "four phases" to settlement of the case on June 2,1998, after
 having met with most or all of O'Quinn's clients (roughly 1,700 people):

         The first phase, which I have explained extensively to the various clients and to the plaintiff
         attorneys, would be what I call a settlement model. The settlement model treats all of the parties
         fairly, even though each of the parties may get a different amount of the settlement.  I should have
         the settlement model done within the next week, maybe as late as 10 days, to present to the
         plaintiffs and their counsel. Once the settlement model has been agreed to by the plaintiff
         attorney, because it's essentially for their allocation of whatever amount the case settles for, I
         would then be involved in negotiating an actual settlement agreement. The settlement agreement
         will set out all of the detailed terms of the settlement. For example, the amount of plaintiffs that
         have to agree to the settlement and any other particular terms that may be unique to the settlement.
         Once the settlement agreement has been negotiated, Your Honor, we would then negotiate the
         dollar amount, the actual amount of settlement, and 1 will make clear to all of the panics and all of
         the attorneys that my view of the settlement has no bearing on liability of any.  It is a settlement; it
         is a resolution of the dispute. Once we agree on the settlement amount, then the respective
         attorneys would send letters out with their signature and my signature to their clients
         recommending the settlement and the amount they would receive. As we did in the Fench Ltd.
         Case and the way I settled the Colonial Pipeline case, any of the clients who are not happy with
        the settlement then had a right to come and meet with me to review their settlement, and men I
        would make a recommendation to the Court whether their settlement should be raised or lowered
         or remain the same. The fourth phase would be for those clients who are just not happy with the
        settlement. The way we have handled it in the past is, after reviewing their claim, I have made a
        recommendation to the Court that their attorney, for example, O'Quinn should have the right to
        withdraw, and they would have the right to seek other counsel; and as long as the requisite number
        of plaintiffs agree to the settlement, then the settlement would go forward.31

 Interviews revealed a broad range of accounts of the special master's meetings with
 plaintiffs. It was agreed that all resident-plaintiffs met with the master, for the most part
 on more than one occasion and in groups of roughly 20-30.  Some recalled that these
 groups were divided according to  geography.  All sides agreed that the master discussed
 what he felt were the facts  of the case and the case's merits with the residents.  While
 certain residents were convinced by their meetings and by data made available to them
 that the neighborhood was  only contaminated at "a minimal amount or level,"132 others
 expressed concern over the master's apparent use of the meetings as a means of cajoling
 settlement by raising doubts about evidence and plaintiffs' chances at trial. Of equal
130 Agreed Order to Appoint Special Master, Adams et al. v. Chevron U.S.A., Inc., H-96-1462 (S.D. Tex.
April 21,1998).
131 Status Hearing Before the Honable David Hittner, Adams et al v. Chevron U.S.A., Inc., H-96-1462
(S.D. Tex. June 2,1998), pp. 6-7.
132 Interview with Kennedy Heights residents, December 12,2002, via telephone. Residents who reported
that they were confident that the contamination posed no danger were not without their own stories of
suspected contamination, such as "odor in our water that comes out of the faucet."
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 concern to residents, particularly some who lived in the vicinity of the NE pit, was the
 manner in which their concerns were heard and then apparently discarded. For example,
 it was suggested that the master shared with the small groups a number of issues that
 would be considered during the process.  One resident recounts these issues in a letter to
 U.S. Representative Sheila Jackson Lee:

        My concerns with the case vary from the frequent presiding judges removed from the case to the
        apparent disregard of factors, such as the six elements.  These elements were argued and discussed
        in trial and reiterated with residents in a meeting with the mediator as the basis to reach decision
        on during mediation, per Judge Hittner's orders. The six elements included: (1) the buyout of
        homes over two of the three pits in the subdivision; (2) relocating residents; (3) transaction cost;
        (4) clean-up of area for other residents outside the pits; (5) move and replace water lines; (6)
        personal injury. The proposed settlement award for Kennedy Heights residents appears not to
        reflect the judge's request.133

 Another discusses what he perceived to be the master's discussion of weaknesses in
 plaintiffs' case:

        One of the things that came to my mind, the meeting  that we did have with him. His thing was,
        OK, how many of you all here have ever heard of tort reform? And we were like. And then he
        said, now ya'll know that there has been tort reform mat has taken place in Texas. So it's like, in
        other words, at this point here, because of tort reform, these particular categories here, you can just
        forget about these. And that's when one of us rose up a bit, and said "what are you talking
        about?"  And he said all of the things mat have happened to everybody.  So the mediator's thing
        was, because of tort reform, you're not going to be able to get what you asked for.  He had
        mentioned that Texas legislature had gotten involved in the whole process of tort reform, and
        everything, had turned everything around.  So it was like he just found this out. He just found this
        out And he said,  since I know what I'm talking about, these categories here, you know, there's
        nothing that's going to really be done about all of these.134

 Unfortunately, no records of the meetings were available for review, making it difficult to
 reconcile the various accounts of meetings with the special master. However, it is clear
 in court transcripts that by June, 1998, Mills claimed to have "explained to the O'Quinn
 clients that part of the settlement would not include a sale of their house, unless it was
 voluntarily by them to  some third party."135 The master also recalled his general
 approach to meetings with residents:

       They're never OK with anything. Until you convince them that they can't win their case in the
       eyes of the law. I'll give you an example.  If you're asked to mediate a wrongful death case. The
       first thing you have to do in a wrongful death case as  a mediator is you have to say to the people,
       are you witling to  settle your case for the value that is set in the eyes of the law? If you're not
       willing to settle your case based on the value as the law sees it, then we need to go home. You
       don't get over that hurdle in a wrongful death case, in the first five minutes, you might as well
       give the people their money back and not mediate it.  And as a mediator you're wasting your time.
       You have to sometimes tell the people the hard truth.  I do it early, not later. Just like in Kennedy
       Heights, people had to understand the consequence of the law.  I'm a consequence mediator, not a
       risk mediator. Risk is not what I'm concerned about in mediation. And you don't know what the
133 Jones, D. (1999). Letter to James Gaston, Chief of Staff, Office of U.S. Representative Sheila Jackson
Lee from Kennedy Heights Plaintiff, October 18,1999.
134 Interview with Kennedy Heights resident, April 20,2002, in Houston, Texas.
135 Supra note 131.
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         consequence is until you have something to lose in the mediation. So my notion with these people
         was if you all don't understand the law and the consequence of the law, then I'll never be able to
         work a settlement with you. And you all need to understand that 9 chances out of 10,0'Quinn is
         gonna get poured out on summary judgment, he's never even gonna get evidence on, and for some
         reason if you get the one chance in ten that you get a trial, the 5th Circuit will take it away, ten out
         often times. There is no basis for this lawsuit...

         Q: So when did you switch from trying to educate them about the case as it stood to the solution
         lhat you offered?

         A: When  I was satisfied that I had the confidence of the community. I never talked to them about
         solutions until I felt they were educated on the facts and the consequences of the trial.

         Q: And so the solution that you offered at first, did that look a lot different  from what eventually
         came to pass?

         A: I worked through a series of solutions.

         Q: What did the first one look like?

         A: What everybody wanted.

         Q: Which was?

         A: New homes in another community. I let them come up with lots of different solutions that
         they thought were available and I worked on those solutions and I was not able to obtain their
         solutions.  Then we worked on solutions that I could accomplish. What I'm saying to you is, I
         knew their solutions were unobtainable, that was OK.  Because it's not like  the bell was gonna go
         off and if 1 didn't get it done a bomb was gonna go off. So I had to let them work through the fact
         that their solutions were not obtainable. I had to get them some respect for what they wanted even
         though I knew from the beginning they would never be achieved. They were impossible.

         Q:  Did that include taking their proposed solution and then trying to work that out with Chevron
         and the attorneys?

         A:  I don't work exactly that way. I'm a very proactive kind of negotiator.  If you have solutions
        that make no sense, I'll negotiate with you a different solution. I won't take what you think is a
        solution and dignify it if it makes no sense. I don't do that.

        Q:  So what was the first kind of solution that did warrant your bringing it to both sides?

        A:  The only solution that Chevron was ever gonna agree to was just an aggregate dollar amount.
        I had to deal with the allocation of it.136

In addition to their concerns regarding meetings with the master,  residents did not express
an understanding of how a final settlement was determined or allocated. The total dollar
value was determined through positional bargaining between attorneys  for both sides,
with the assistance of the special master in terms of information regarding appropriate
amounts based on computer-generated settlement models developed by his associates.
The details of these discussions are privileged. However, it was generally  agreed that
some number approaching  what plaintiffs'  attorneys had prepared for before and during
trial was asked for and rejected. The extent to which Chevron's offers changed was not
136 Interview of Special Master, Adams et at, v. Chevron U.S.A., Inc., April 16,2002, in Houston, Texas.
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 clear, although attorneys for Chevron described "a rigorous litigation risk analysis"
 performed in order to arrive at a settlement offer. The logic was simple: Chevron had
 spend x amount of dollars on the case to date, and a second trial on the merits would cost
 at least a certain fraction of that number.  In addition, Mills' efforts figured into the
 decision-making:

        Mills had a formula for distributing money, an amount with that many plaintiffs, trying to figure
        out how much each plaintiff should get, and 1 think kind of a combination of how much money we
        were willing to put up and how much he felt that the plaintiffs would be willing to accept through
        his formula, we somehow ended up at that $12 million figure.137

 Complete records of the final settlement or the development of the settlement model were
 either privileged or unavailable for review. However, it is clear that the model involved,
 at a minimum, two primary variables: "property" (a function of distance from the NE
 and SE pits) and "personal" (which was determined as a composite of duration of time
 spent in the subdivision, the monetary value of certain diseases suffered, and other
 considerations).1 8 Higher dollar values were computed for homes of varying distances
 from the NE pit, as it had been used for crude oil storage while the SE pit had stored
 brine. Property awards were determined for each address and divided among the number
 of plaintiffs who claimed to have lived at the  address. The master made an effort to
 ensure that those living on top of the NE pit had  sufficient resources to allow them to
 purchase a home elsewhere.    Review of a map illustrating "Total Property Award" for
 plaintiffs in the Adams case shows that homes above the NE pit were awarded $54,000.H0
 By comparison, homes over the SE pit were allocated $15,000, The distribution of
 property awards appears uniform across the subdivision within a distance of 500 feet
 from the NE ($25,000 when not directly over the pit) and SE pits ($10,000 when not
 directly over the pit).  At distances greater than 500 feet, the value appears as a
 continuous function of distance. The NW pit was not factored into the property
 determinations. Nor was the exposure pathway claimed by plaintiffs (ingestion,
 inhalation, or absorption of contaminated water through daily activities such as cooking
137 Interview of Attorneys for Chevron (in-house and outside counsel), December 18,2002, via telephone.
138 Special Master's Report, Adams et al. v. Chevron U.S.A., Inc., H-96-1462 (S.D. Tex. March 24,2000):
       The Master, in reaching his allocation, has reviewed all of the relevant facts and circumstances in
       the case including, but not limited to, a determination of the address of each Plaintiffs residents to
       establish whether their property was in the subdivision known as Kennedy Heights, and if so, the
       distance from Kennedy Heights, whether the Plaintiff was a real property owner, a relative to a
       real property owner or an unrelated visitor. Any real property determined to be within Kennedy
       Heights was further evaluated based on its location within Kennedy Heights. The Master further
       evaluated each Plaintiffs award based on the length of time the plaintiff lived in Kennedy Heights
       and based on an examination of each Plaintiffs medical records, questionnaires and
       interrogatories provided to the Master by die Plaintiffs attorney and other factors.
   Supra note 136:
       I was able to show Chevron based on objective evidence that houses built over a pit have less
       value than houses that are not built over a pit. And so I took data from the same or similar type of
       subdivisions and showed how much those houses were selling per square foot, and then I did a
       model which for 44 houses over the NE pit, I gave those people 100% of the value of their houses,
       it was like $50,000.
140 Adams Plaintiffs, Kennedy Heights Litigation, Total Property Award map (no date), obtained from the
special master of Adams et al. v. Chevron U.S.A., Inc. et al. during interview, April 16,2002.
139
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 and bathing) factored into the model.  This makes sense, as the property variable was
 designed to model property value diminution, which would likely follow a linear distance
 path rather than a more complicated hypothetical exposure path. It was not possible to
 determine how these numbers were determined. The special master indicated that he
 reviewed hedonic pricing models and other estimates provided by plaintiffs and
 defendants. Residents also stated that the master requested information from them
 regarding the cost of relocation. Some were not confident that the final system of
 allocation based on the property variable yielded fair outcomes. For instance, there were
 reported disagreements over whether "median" or "mean" home values in Houston
 should be used (residents said that the master preferred to use median values, which they
 claimed resulted in lower housing value estimates). A broader concern was expressed
 over the fact that the "stigma" of living in a community that had been repeatedly labeled
 a "toxic waste dump" had reduced the value of all homes in Kennedy Heights
 substantially. Under this logic, a person living less than 1,000 feet from the center of a
 pit and receiving $5,000 for property damages would not be able to afford equivalent
 housing elsewhere in the city.

 Figure 3. Kennedy Heights Plaintiffs  Represented on a Settlement Allocation Map.

 Residents interviewed understood the
 "personal" variable even less. Review of a
 map showing personal awards to Adams
 plaintiffs reveals that this variable was not a
 function of distance. What is clear is that
 certain residents on Murr Way hi the vicinity
 of the NE pit were offered personal awards
 far above the average settlement value (some
 in excess of $50,000 and less than a handful
 above $100,000).141  A source of much
 uncertainty following the release of the
 settlement amounts, the "personal" variable
 appears to have been built based on a system
 of "disease levels" developed by the special
 master and his team. One sheet lists
 plaintiffs, their diseases, and a monetary
 value attached to each disease (i.e., colon
 cancer victims appear to have been offered
 $5,000 while those suffering from lupus were
 offered $25,000). Multiple diseases  received
 the  sum of the value attached to  each
 condition. The fact that residents were
 offered amounts that were not so evenly rounded (e.g., $5,300, $500, $10,700) suggests
 that other factors, perhaps including time spent in the subdivision, were included in this
variable. As one can imagine, the personal variable resulted in a wide variance of
141 Adams Plaintiffs, Kennedy Heights Litigation, Total Personal Award map (no date), obtained from the
special master of Adams et al. v. Chevron V.S.A., Inc. et al. during interview, April 16,2002.
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 settlement offers, even for people living on top of the ME or SE pit (for instance, three
 adjacent homes on Lockgate Lane received personal award offers of $3,300, $102,400,
 and $6,200), To the present, residents who lack a clear understanding of the model or
 who feel that it was not fairly constructed are embittered by rumors of settlement offers
 received by their neighbors.

 While the mediation was ongoing, residents noticed that much of the attention that had
 been focused on the case seemingly disappeared "overnight." After decades' worth of
 concerns over water main breakages, water quality, and  disease, discovery of residual
 contamination, video tapes showing  layers of crude oil near Pas-Key's excavation site,
 and months' worth of testimony and expert witnesses* accounts of their neighborhood,
 residents were surprised by the speed at which elected officials and political leaders
 "abandoned" their cause. Part of the explanation for this dynamic can be found in the
 activities of the special master, who "met with non-party leaders of the African-American
 community" in 1997 to discuss his duties and interpretation of the case.142

 A final question remains: why did plaintiffs' attorneys agree to settle the case for $12
 million? First, it had become more apparent over time that Judge Hittner would make
 swift rulings on certain aspects of the case should mediation fail.  In a hearing in August
 1999, he explains:

        There is a major legal question that I was ready to decide for the last two years on the legal matter
        as to the basic liability at all of Chevron due to, I guess, the intervening purchase of Log
        Development.  Then, of course, there was the Daubert hearing, the expert witness hearing as to,
        what  is it, the water itself first; and then if we got past that, as to the cause, you know,  for the folks
        with their physical ailments.143

 Second, Hittner had  granted several extensions throughout the mediation process, and
 made it clear in August 1999 that he  would not allow further extensions (the agreement
 had been signed by this point but had yet to be ratified by the residents).144  Plaintiffs'
 attorneys, in a letter  to residents in March 1999, explained a third source of pressure on
 their side to  settle the case:

        Our recommendation that you accept the settlement is based on a decision issued by the 14th Court
        of Appeals in Houston in the case of Hicks v. Humble Oil and Refining Company. In Hicks, the
        land in dispute had been used for the storage of crude oil in pits back in the 1920's. The land was
        subsequently sold by Humble (now Exxon) in the 1940's,  and several homes were built on the
        land.  People living in the houses became ill and sued Exxon for the damages resulting from their
        illnesses,  asserting the illnesses were caused by contamination of the soil by the oil stored there in
       the past, which  contamination got in the water supply which the plaintiffs drank.  Those facts
        closely parallel the fact pattern in our case. In June of 1998, the Houston Court of Appeals issued
       the Hicks opinion holding that Humble Oil was not legally responsible for any of the illnesses,
       stating that because the purchaser of the land knew that the land had been used for crude oil
       storage, Humble owed no duty to those living in  the houses ultimately built on the land.
       Thereafter, lawyers representing the Hicks plaintiffs sought to appeal the case to the Texas
142 Joint Status Report, Adam et al. v. Chevron U.S.A., Inc., H-96-1462 (S.D. Tex. November 21,1997).
143 Hearing before the Honorable David Hittner, Adams et al. v. Chevron U.S.A., Inc., H-96-1462 (S.D.
Tex. August 25,1999), p. 8.
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         Supreme Court, which denied the application and refused to hear the case, making Hicks law in
         Texas.145

 On March 23,1999, roughly 2,400 plaintiffs met at the Hofheinz Pavillion basketball
 court at the University of Houston, and were again called upon to accept the
 settlement.146  An attorney asked the group to pause and recite the Prayer for Serenity.147
 Most residents were too broken to protest the choice that they would have to make:
 either accept their settlement, or be deemed pro se (representing themselves, should the
 court grant motions by O'Quinn and associates to withdraw as counsel)148 in a case that,
 should it proceed, will begin bv considering strong challenges to Chevron's  liability and
 the admissibility of evidence.    A few residents, some of whom had already moved out
 of Kennedy Heights, refused to accept their settlement allotments (including one resident
 who declined an offer of more than $50,000) and expressed their concerns in writing to
 the master, their attorneys, and public officials. They protested the "ethical dilemma" in
 which they had been placed by the decision, and questioned the true extent of similarity
 between the Hicks case and their own.150

 In the end, plaintiffs' attorneys entered into a master settlement on July 28,1999, which
 set a number of conditions that had to be satisfied by plaintiffs' counsel. Depending on
 where they resided and their representation, certain percentages of groups of plaintiffs
 had to elect to participate for the settlement to move forward.151 The maximum amount
 of funds to be paid by the Defendants was set at $12 million (later raised to an aggregate
 amount of $ 12.9 million), including $4 million for plaintiffs* trial counsel for partial
 reimbursement of expenses and $400,000 (later raised to $650,000) for the special
 master.152  Residents were given the opportunity to meet with the master and discuss any
 143 O'Quinn, J.M. (1999). Letter to Kennedy Heights Residents from John M. O'Quinn, O'Quinn &
 Laminack, March 1,1999.
 146 Chambers' Plaintiffs' Response to Motion to Withdraw of John O'Quinn et al from their Representation
 as their Councel, Adams et al. v. Chevron U.S.A., Inc., H-96-1462 (S.D. Tex. February 9,2000).
 147 "Lord, grant me the serenity to accept the things I cannot change, courage to change the tilings I can,
 and wisdom to know the difference."
 148 O'Quinn, J.M. (2000). Letter to Client from John M. O'Quinn, O'Quinn & Laminack, July 28,2000.
 149 In September 1999, Judge Hittner made the following comments during a hearing: "So the folks who
 elect - and that's your perfect right - to opt out of any settlement, you had better get a lawyer to come into
 this case where he or she will say that they are up to speed and ready to represent you, or you'll have to
 represent yourself. I certainly encourage you to get a lawyer, because on this date - I'm going to give you
 a date. On that date I'm going to begin writing  as to whether this case is legally  sufficient and whether or
 not you've got a case or whether the defense is correct that the whole thing should be poured out.  I'm
 going to start writing on a certain date with no further notice to anybody."  Supra note 144, p. 35.
   In the case of Hicks et al. v. Humble Oil and Refining Company, Exxon Corporation and Exxon
 Company U.S.A., 970 S.W.2d 90 (Tex App. 1998), the court found that since the Hicks family had notice of
 the "dangerous condition" (the oil pits) when Thomas Hicks purchased his land,  Exxon did not have a legal
 duty to give notice of the potential effects of the residual oil.  Residents in Kennedy Heights continue to
 claim that they received no notice of the presence of the pits under their properties.
 151 For a certain number of plaintiffs living over the NE pit, the settlement called for 100% acceptance.
 Other groups had settlement requirements of various percentages below 100%.
 152 Master Settlement Agreement for Plaintiffs Represented by O'Quinn & Laminack, Adams et al. v.
 Chevron U.S.A., Inc., H-96-1462 (S.D. Tex. July 28,1999).  Amounts were increased by the time the
 special master filed his report in March 2000. Special Master's Report, Adams et al. v. Chevron U.S.A.,
Inc., H-96-1462 (S.D. Tex. March 24,2000).
33

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 grievances that they had with the settlement. A total of 3,150 residents settled. An
 additional 589 did not. The court granted Chevron's motions for summary judgment and
 dismissed remaining plaintiffs* claims with prejudice on October 1,2002.   Log
 Development was also granted summary judgment based on limited immunity under the
 Texas Business Corporation Act, due to their bankruptcy and dissolution.154

 The EPA performed an Expanded Site Inspection in Kennedy Heights starting in August
 1998,155 Sampling of the subsurface soil, groundwater, and soil gas commenced in June
 2000, focusing on areas where EIT had previously documented contamination. The
 Inspection did not include drinking water samples, as "a review of City and State records
 indicate that the drinking water supply in the Kennedy Heights neighborhood meets all
 drinking water standards."136 Soil samples were taken at depths of 0-2 feet and 4-6 feet
 (30 near NE pit, 8 near NW pit, and  18 near SE pit). Groundwater samples were
 collected from existing monitoring wells within the NE pit.  Soil-gas samples were
 collected from properties within the NE pit. TPH levels of up to 16,500 ppm were
 detected at a depth of 4-6 feet.  Traces of VOC's were also found in soil samples, as were
 traces of contaminants in the groundwater samples. In addition, "a thin oily layer of non-
 aqueous phase liquid (NAPL) was encountered while taking water level measurements at
 groundwater monitoring well NE-30."157 EPA contractors documented hydrocarbon
 odors at several sampling locations when opening soil core barrels.  Visible hydrocarbons
 were present hi a monitoring well and in one of the soil samples.

 The EPA developed of a "worst case scenario," where the highest concentration of TPH
 found would be excavated and spread on dirt where a child would play and come into
 direct contact with the soil through oral, dermal, and inhalation routes.  Because this
 scenario yielded a hazard quotient less than one, the EPA concluded that "the soils do not
 present a risk to the residents from exposure to TPH by direct contact with soil."158  They
 concluded that the site did not qualify for listing on the Federal Superfund's National
 Priorities List.  However, they noted that the water mains in the area of the NE pit were
 old and in need of repair. City officials noted at the tune that they were prohibited from
 replacing mains during litigation, and that they would *try to move forward with the
 replacement."159  To date, residents say that no work has been carried out to replace the
133 Final Judgment, Adams et al v. Chevron U.S.A., Inc., H-96-1462 (S.D. Tex. October 1,2002).
154 Ibid.
155 Ecology and Environment, Inc. (2001). Expanded Site Inspection, Final Report. Prepared for U.S.
Environmental Protection Agency, Region 6, May 2001.
136 Ibid, p. 2-3 ("However, the EPA has met with both City officials and the residents several times, and the
residents' concerns about their drinking water supply remain unresolved")
137 Ibid* p. 4-7 ("An attempt was made to capture enough of the NAPL to send for laboratory analysis, but
there was not a sufficient quantity available for sample collection. A decision was made to go ahead and
sample the well, which went dry during purge activities. The well was allowed to recover and a sample
was collected for analysis.")
138/W4 p. 5-2.
139 Ibid, p. 3-1 ("The piping is cast iron and was installed in a configuration which requires periodic
flushing at fire hydrants throughout the neighborhood to eliminate corrosive buildup. Replacement of the
existing water mains with new piping was well as additional tap water sampling were both brought up
during a meeting with residents and City officials.")
34

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 pipes. Some believe that the City is reluctant to act, because "if they dig, they'll find
 something else."

 Discussion

 Recent research into court-centered mediation reveals that the procedure, when utilized in
 civil litigation, is drifting toward bilateral negotiation between attorneys, with clients
 playing minimal or no role.160 The originally dominant vision of mediation as guided by
 the principle of self-determination, where parties actively participate, choose and control
 decision-making norms, create options for settlement, and control the final decision
 regarding whether or not to settle, has given way to norms of settlement aimed at case
 evaluation and closure.161 This trend is viewed positively by those who ascribe to a
 transactional model of adjudication and view mediation as a means of efficiently
 managing mass tort and other forms of complex litigation.162 In contrast to the
 transactional model, the notion of "procedural justice" proceeds from an understanding of
 certain needs expressed by disputants, particularly disadvantaged parties. These
 disputants value (a) the opportunity to tell their story, (b) control over the telling  of their
 story, (c) knowledge that their story has been considered fairly by a mediator, and (d)
 signals from a neutral that would suggest that a public institution such as the judiciary
 values and respects them as members of society.163 A number of process characteristics
 that influence procedural justice judgments center around the style employed by the
 court-appointed neutral. It is clear that the orientation of the mediator in Adams v.
 Chevron influenced not only the decision to settle, but also the judgments of residents
 who had for years sought closure of their  claims and perceptions of where they lived.
 Thus it is instructive to consider the different mediation styles that are employed  in such
 situations and their ramifications for community members who believed themselves the
 target of policies that exposed them to serious health risks, possibly on account of the
 ethnicity of the members of the community.

 There are two "ideal types" of mediation styles that have been given careful
 consideration in the literature: facilitative and evaluative mediation. Facilitative
 mediation assumes that parties can work collaboratively, provided certain conditions of
 their interaction are met. Mediators who adopt this style tend to focus on assisting parties
 in reaching mutually acceptable decisions by clarifying  communication, urging an
 understanding of underlying interests, and creating means through which disputants can
 gather and interpret information and understand their options.  By contrast, evaluative
 mediation spends little time satisfying interests and focuses on the merits of parties'
 positions as expressed through the courts. In practice, mediators will often make  use of
 aspects of both facilitative and evaluative  mediation.  Still, the trend toward evaluative
 mediation has led some states to adopt court rules governing their behavior. These rules
160 Welsh, N. (2001). Making deals in court-connected mediation: What's justice got to do with it?
Washington University Law Quarterly, 79: 787-861.
161 Welsh, N. (2001). The thinning vision of self-determination in court-connected mediation:  The
inevitable price of institutionalization? Harvard Negotiation Lav Review, 6: 1-93.
162 Rubenstein, W.B. (2001). A transactional model of adjudication. Georgetown Law Journal, 89: 317.
163 Tyler, T.R. (1987). Conditions leading to value-expressive effects in judgments of procedural justice:
A test of four models. Journal of Personality and Social Psychology, 52: 333-339.
35

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 are often modeled after the Model Standards of Conduct for Mediators that was prepared
 by a joint committee of the American Bar Association, the American Arbitration
 Association, and the Society of Professionals in Dispute Resolution (now the Association
 for Conflict Resolution).164  The Standards emphasize self-determination, mediator
 impartiality, and the role of professional advice.  Let us consider each in term as they
 relate to Adams v. Chevron. While these standards are not incorporated into Texas state
 laws governing mediator conduct, they allow us to contrast the special master's work
 with what are viewed as important elements of a mediation process, particularly one that
 includes a party which feels that it has been denied adequate avenues for obtaining
 procedural justice.

 Self-determination.  Self-determination is upheld if the parties' right to decide is
 protected, parties are not unfairly influenced into settlement, material facts are not
 misrepresented, and the parties are encouraged to conduct the deliberations in a non-
 adversarial, respectful manner.165  When considering the role of the mediator in
 respecting a disputant's right to self-determination, one must discern whether the neutral
 engaged in facilitative influence or coercion.  Even the most facilitative of mediators uses
 process considerations to influence how parties interact and the issues that they consider.
 Coercion is more likely to occur as elements of self-determination are ignored, set aside,
 or deliberately violated in an effort to settle a case. In Adams v. Chevron* there were
 clear signals from the court that the case was to consider which plaintiffs could be
 included in a settlement, and what resources should be made available  and in what
 proportion as they related to each disputant. Chevron made it clear from the beginning
 that  settlement would only occur hi the absence of reference to contamination, links
 between residual hydrocarbons and disease, water quality, or other matters of medical or
 epidemiological causality. In this context, plaintiffs were given the opportunity to meet
 with the mediator, but the utility of their stories of living with contamination was greatly
 reduced before they even entered  the mediation.  Further, their ideas about settlement
 "elements," however implausible given Chevron's stance on each of them, were used
 only as a means of illustrating their unrealistic nature to the residents.  Meetings with the
 mediator focused on matters of "legal consequence," meaning deliberations were
 imbalanced hi the direction of using claimants' legal standing to reduce what they would
 be willing to accept in the way of monetary settlement. While there is no evidence that
 the mediator misrepresented any information in this case, he still undertook the task of
 translating voluminous records of years' worth of preparation, testing, studies, and
 findings into a compact picture of why, in his view, contamination did not exist in
 Kennedy Heights. Any opportunity for the residents to use the mediation process to
 address their fears of and experiences with contamination would come only when
residents were willing to accept this translation of a complex reality with which plaintiffs
were most intimately involved,

Impartiality.  This principle requires that a mediator disclose of any circumstance that
could lead to bias or prejudice in their understanding of a case, views of one or more
164 Levin. M. (2001). The propriety of evaluative mediation: Concerns about the nature and quality of an
evaluative opinion. Ohio State Journal of Dispute Resolution* 16: 267-296.
36

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 parties, or actions in shaping or interpreting proposed options for settlement. There is no
 evidence that the mediator in Adams v. Chevron favored one side over the other.
 However, his reading of the case and formulation of a view of the extent of
 contamination, which went beyond his reading of the plaintiffs' likelihood of success at
 trial, meant that any questions that he raised regarding residents' accounts would be
 biased in the direction of his conclusions regarding the subdivision.  Plaintiffs, who were
 asked during their meetings with the mediator to suggest what they felt were the "facts"
 of the case only to see many of them crossed out on a board, had to spend a considerable
 amount of their very limited time with the mediator either defending their understanding
 of the facts or coming to terms with the mediator's interpretation. This left little time or
 energy for an adequate understanding of plaintiffs' interests, which may or may not have
 differed from what had been represented by their attorneys and may or may not have led
 to options other than a strict dollar value distributed among individuals.

 Professional advice. A mediator who elects not to refer parties to sources of neutral,
 professional advice and undertakes these tasks himself assumes increased responsibilities.
 This does not mean that a mediator who is also an attorney cannot provide assessments
 based on the law, as occurred in this case.  However, this role should be undertaken at the
 request of the parties and with a clear explanation of whether the advice is based on a
 personal reading  of the facts of the case and the law or some special knowledge of how a
 particular judge will rule.  It should also avoid directing parties to a certain resolution of
 the issues at hand. Finally, information provided by the mediator should conform to what
 that individual is qualified by training or experience to provide.  In the case of Adams v.
 Chevron, it is difficult to determine whether information about tort reform, court rulings,
 and the like were used to provide a realistic account of plaintiffs' options or to encourage
 timely settlement. What is clear is that very strong statements about the facts of the case
 were based on readings of evidence by a trained accountant and attorney, not a
 toxicologist, epidemiologist, environmental engineer, or physician.

 One might ask, within the context of complex mass torts claims involving thousands of
 claimants, how would it be possible for a mediator to engage in more facilitative
 practice? One would also be correct in asserting  that in the case of Adams v. Chevron,
 Judge Hittner expressly called for swift determination of settlement potential when he
 ordered the case to mediation.  Yet shorter timetables and limited areas open to
 deliberation can be used to enhance claimants' perception of procedural justice, should
 they be presented in a transparent manner and used to focus deliberations on exploring
 how best to meet  underlying interests with what limited resources are available. The
 mediator in Adams v. Chevron did consider how those living over the NE pit could meet
 their primary interest, safety, by securing resources that could be applied toward their
 relocation. And despite Chevron's denials of any real exposure pathway that could have
 resulted in disease among the residents, the mediator allocated part of the settlement
 toward families suffering from certain diseases that he felt could have been caused by
 PAH's and other contaminants.  He should be commended for his efforts on both
 accounts. But as the literature on procedural justice would suggest, the manner in which
these allocations were arrived at can be just as important as the acceptability per se of a
monetary award to an individual claimant.  To this day, uncertainties surrounding the
mediation process fuel not only  anger and resentment regarding settlement amounts, but
37

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 fear and anxiety over what may or may not linger in the soils of Kennedy Heights.  Far
 from options such as relocation en masse or site remediation that after a point became
 untenable, the exploration of lower-cost options such as water main replacement,
 drinking water monitoring, filters, and sidewalk and yard repair could have more
 realistically reduced these anxieties, which had been sustained for years and then
 summarily dismissed by the mediator as pure fantasy.

 This discussion is not meant to criticize the actions of any individual involved in the case
 at issue. None of the standards described have been made into law in Texas. Meetings
 with the mediator in Adams v.  Chevron were attended with attorneys for the plaintiffs,
 who viewed the process as one of integrity. The mediator spent roughly 20 months
 meeting with thousands of residents, many who were hostile to the idea of settlement.
 But it is important to illustrate that the use of mediation as an alternative to adjudication
 is dependent upon the timing of the process, tasks assigned to the mediator, legal and
 extralegal considerations that affect the positional bargaining of claimants' attorneys, and
 the extent to which the mediator is willing to uphold certain principles that will increase
 the perception of procedural justice. Attorneys for the residents of Kennedy Heights,
 convinced from early on that there was indeed something wrong in the neighborhood that
 had to be addressed, were nearly always prepared to mediate this case.  They had careful
 medical documentation of personal injuries, financial accounts of property value loss, and
 psychological reports of emotional distress and a "culture of contamination,"  But they
 never really prepared the residents for what would ensue should (as with many cases
 involving environmental justice claims) the final resolution have to be race-neutral, de-
 linked from experiences with contamination, and focused on the individual rather than
 the community in its entirety.
38

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               Anticipating the Status Quo in Manchester, Texas
                  The First Community Environmental Audit Agreement
                                      Gregg P. Macey
 History
 The Houston Ship Channel, one of the busiest, most prosperous ports in the world, is
 home to the largest concentration of petrochemical operations in the United States.1  Oil
 tankers, cargo ships, liquid petroleum gas carriers, and other bulk carriers move
 continuously up and down the narrow channel, then- huge engines burning "bunker oil,"
 the cheapest, dirtiest fuel available.2 Each year, these vessels release 273,000 tons of
 nitrogen oxides into the ah*.3 The channel itself also carries the distinction of having
 some of the most polluted water on Earth, a mixture of industrial wastes and sewage that
 has at least twice caught fire.4 On May 11,1990, a Panamanian freighter dumped its
 wastes into the channel.  The waterway, as well as the ship, exploded into flames.5
                                                                        The region
                                                                        surrounding
                                                                        the channel
                                                                        includes
                                                                        numerous,
                                                                        predominantly
                                                                        Hispanic
                                                                        residential
                                                                        developments.
                                                                        Communities
                                                                        such as
                                                                        Manchester,
                                                                        which lies at
                                                                        the confluence
                                                                        of Suns Bayou
                                                                        and the Ship
                                                                        Channel,6
                                                                        were born in
                                                                        the early
                                                                        1920'sas
Figure 1. Rhodia Facility and Surrounding Communities
1 Freemantle, T. (2002). Ships fouling the air: State regulators have few remedies for pollution issue.
Houston Chronicle, July 21,2002 at 1A.
2 Category 3 vessels, which carry most of the world's cargo, are fueled by bunker oil, which is the residue
of the production of higher-grade fuels. Bluewater Network (2000). A Stacked Deck: Air Pollution from
Large Ships. July 17,2000.
3 Ibid. See also Area industrial accidents. Houston Chronicle, October 24| 1989 at 15A ("The worst
industrial accident hi U.S. history occurred when the French ship Grandcamp exploded while docked at
Texas City. The vessel was loaded with ammonia nitrate fertilizer. The next day, another ship, the High
Flyer, also blew up. Authorities said 576 people were killed and another 5,000 were injured.").
4 Tutt, B. (1993). Did channel really catch fire? Houston Chronicle, September 4,1993 at 37A.
5 Ibid.
6 August 3,1997.

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 refinery and ship workers began to build homes on small lots worth about 450 dollars
 apiece.7  Over time, Manchester8 grew into a working-class Hispanic community,
 sandwiched between the Channel (to the North), a refinery (now owned by Valero, to the
 East), a railroad yard (to the South), and a sulfuric acid processing facility (to the West),
 owned by the French multinational Rhone Poulenc (now Rhodia). An "enclave of faded
 wooden houses and taquerias languishing in the shadows and the stench of the
 petrochemical industry," Manchester, as well as Smith Addition (an African- American
 settlement south of Rhodia) and the multiracial Harrisburg (west of Rhodia), faced many
 challenges. For one, they lacked some of the basic services that towns their size had
 come to expect.9  Harrisburg and Smith Addition civic clubs struggled for years with the
 Greater East End Management District to enforce anti-dumping laws and to monitor
 illegal disposal of tires, furniture and household hazardous wastes.10 The Management
 District recently has only recently donated a video camera to be installed at a dumping
 hotspot.11 Endangered historical markers, garbage dumping, graffiti removal,
 unnecessary stoppages of residents by the local police, abandoned homes, cluttered lots,
 and dangerously deep drainage ditches along residential streets were consistent matters of
 concern to members of the three communities.

 While such a scattered list of concerns could seem disorienting to a local public official,
 there was for  many years a common rallying point that stirred the minds of those in the
 area: the railroad tracks that crisscross the communities.12  Over one thousand boxcars
 (40% of which carry dangerous or flammable cargo) lumbered across the  tracks at
 Central and Manchester Avenues every day, sealing off the only points of entry for
 emergency services into Manchester.  The principal of J.R. Harris Elementary, located
 right down the street from Rhone Poulenc, used to watch children throw their bicycles
 under stalled trains, crawl under, and pull them out on the other side on their way to
 school.14
7 Interview with Manchester Civic Club President, April 16,2002 in Manchester, TX.
8 Houston's Planning Department classifies communities as "Super Neighborhoods," including the
Harrisburg/Manchester area, to assist in local service provision. This area in 1990 included 3,895 people,
(81 % Latino and 10% African-American). Seventy-six had not graduated from high school and more than
half of the households had incomes below $25,000. Still, the area maintained a rate of homeownership
(80%) above that of the city at large (63%). City of Houston Department of Planning and Development,
Super Neighborhood Resource Assessment, Harrisburg/Manchester, June, 1999.
9 Manchester lacks a fire department or a library, for example.
10 Interview of Harrisburg Residents, April 19,2002, in Harrisburg; Interview of Smith Addition Residents,
April 19,2002, hi Smith Addition.
11 Weber, R. (2001). Sense of urgency: Eastender wants cleanup'before God calls me'.  Houston
Chronicle, August 9,2001 at 1 (This Week).
12 Edleson, H. (1985). Chronicle report: The East End:  Residents challenge change in awakening
neighborhood. Houston Chronicle* March 24,1985 at 9.1; Brewer, S. (1997). Forgotten promises: Many
residents in southeastern neighborhood feel that city's mayoral race is passing them by, Houston
Chronicle, September 29,1997 at 13 A; Supra note 10; Supra note 6.
13 Zuniga, J. (1993). Residents finally supported on overpass. Houston Chronicle, April 9,1993 at 27A;
Brewer, S. (1998).  Idling trains strain patience of motorists: Officials seek answers from Union Pacific.
Houston Chronicle, February 9,1998 at 13A (MetFront); Vaughn, C. (2002). Rail plans raise resident
concerns. Houston Chronicle, January 17,2002 at 1 (This Week).
14 Supra note 13.

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  Manchester was in a state efflux in the early 1990's when the local precinct judge
  received word from a union worker at Rhone Poulenc that the company was pursuing a
  permit amendment. The facility needed to reclassify several hazardous waste materials
  that were already being recycled on-site.15 At the time, the blue-collar community
  experienced a wave of immigration that, according to some longtime residents, yielded a
  number of distinct groups of residents in terms of how they perceived environmental
  conditions.  New arrivals lived mostly in apartments and developed few attachments to
  the community, staying for as long as it took to save enough to move elsewherer Starting
  in the mid-1980's, these and other residents began to find it increasingly difficult to find
  work at surrounding industries, and the 'Svalk-to-work" incentive that had encouraged
  employees to construct modest wooden homes  on the plot of land began to erode:

        Because you have another neighborhood across from the other big street, which is Lawndale, and
        there's another small community like this, and it was all Hispanic and blacks and a few whites.
        And then across Broadway, which is about a mile and a half down, mere's basically the same
        ming. You had the blacks and the Hispanics mat wanted to live close to whatever job they had.
        Whether it was at the docks, or at the cement plant, the chemical company, the refinery, or the
        railroad.  And like I say, back then, all you needed was a strong back and you know, a little
        common sense. And you get a job.  They say "OK, we'll hire you." Or somebody recommended
        you.  It doesn't work mis way now.. .The only place is I guess the docks, where they don't ask you
        if you have a college education. We have one, two, three real close docks right here16

 Unlike the new wave of immigrants from Central and South America, those who had
 lived in Manchester for most or all of their lives watched as relatives who worked at the
 plants grew older and often died of cancer.17 This group of senior citizens consisted of
 homeowners mostly of Mexican ancestry,  and was the primary group organized in
 opposition to Rhone Poulenc's proposed permit modification. A third group, also
 consisting of homeowners, was not as familiar with the plight of former refinery and
 shipyard workers but was more concerned about environmental conditions than the newly
 arrived population of renters but also more engaged in daily blue collar issues that
 affected their jobs,  homes, and children.

 Environmental conditions at facilities  such as Rhone Poulenc began to improve  starting
 in the early 1990's while  issues that more directly impacted residents* quality of life
 worsened. Toxic releases, beginning in 1989, dropped precipitously, and the spate of
 accidents at former Stauffer Chemicals subsided for the time being.   At the same time,
 truck traffic became more visible. The number of accidents, involving haulers of
 hazardous chemicals increased. Accidents occurred as the trucks, carrying molten sulfur
 and other materials, traveled on residential streets or overturned while exiling the 1-610
 bridge.19
15 Campbell, J. (1991). Residents vent anger at chemical firm. Houston Chronicle, November 22,1991 at
38A.
16 Interview of Manchester resident, April 16,2002, in Manchester.
17 Interview of Houston City Councilperson, April 17,2002, hi Houston.
18 For a history of Rhodia's toxic releases, see httPi/Avww .scorecard.o.rg/en y-
releases/facilitv.tct?tri id=77012STFFR8615M#data_summarv. Historic accidents preceding the purchase
of the facility by Rhone Poulenc are described below.
19 Supra note 17.

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 Within this setting, the first permit-driven "good neighbor agreement" signed between
 residents and a neighboring industrial facility was developed. Community-corporate
 compacts, or good neighbor agreements (GNA's) are terms used to denote "instruments
 that provide a vehicle for community organizations and a corporation to recognize and
 formalize their roles within a locality."2  Armed with toxics release inventory data,
 pollution monitoring results, or stories of residents1 daily experiences living next to
 polluting industries, citizen groups are sometimes able to organize campaigns to bring
 industries who are in violation of local ordinances to the bargaining table. There, parties
 seek mutually beneficial solutions to problems stemming from their operation within the
 community. Involvement of these stakeholders can help to compensate for the lack of
 resources available to the EPA in regulating industrial activities.  In a shift from
 command-and-control regulations that focus on the management of end products of
 Industrial processes and the shifting of effluent from one medium to another (air, water,
 and soil), GNA's can engage industries in serious discussions regarding pollution
 prevention strategies.22 At the same time, stakeholder audits and negotiations can
 potentially increase access to information about operations, worst case scenarios, and
 other vital data that will facilitate the exploration of creative solutions and monitoring of
 agreements reached.  These developments reinforce Congress's attempt to encourage
 emissions reductions through passage of the Pollution Prevention Act and other
                            Tj^   "^
 legislation in the early 1990's.

 Prior to 1991, the term "good neighbor agreement" was used to describe settlements
 reached after considerable mobilization by residents against owners of particularly
 noxious or dangerous sites.  The use of a permit change or renewal as a leverage point for
 encouraging constructive negotiations was the subject of discussions but had not yet been
 successfully achieved.24 In Texas, the shift to this strategy grew out of ad hoc attempts
 by an environmental organization to discourage further allowable emissions from some
 of the many facilities in the area (in addition to Rhone Poulenc and the refinery, facilities
 owned by Goodyear, ExxonMobile, Texas Petrochemical, and Lyondell-Citgo dotted the
 landscape) and elsewhere across the state. The lead proponent of community organizing
 around petrochemical plants was the statewide environmental advocacy group,  Texans
 United (TU).  Prior to Rhone Poulenc's proposed permit modification, TU was involved
 in two attempts to negotiate a "precedent-setting good neighbor agreement," with Exxon
 in Baytown and the Star Refinery in Port Arthur.
20 Lewis, S. (1999) Good neighbor agreements, a tool for environmental and social justice. Social Justice,
23(4).
21 Adriatico, M. (1999). The good neighbor agreement: Environmental excellence without compromise.
Hastings West-Northwest Journal of Environmental Law and Policy: 5: 285.
n Lazarus, R.( 1992). Pursuing environmental justice: The distributional effects of environmental
protection. Northwestern University law Review, 87: 787-857.
23 42 U.S.C. § 13,101(bX1994). See also me Environmental Protection Agency's Pollution Prevention
Strategy, 56 Fed. Reg. 7849 (1991),
24 Interview with Community Organizer, April 18,2002, in Houston.
25 TU newsletters (Exxon: How to be a Bad Neighbor January 1990; Sanctions Sought for Information
Denial, Spring, 1992; Refinery Inspection by Environmental, Church, and Labor Representatives - A Texas
First!t November, 1990).

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        Tfae first one, I believe it was Exxon in Baytown, and we actually went into negotiations, built a
        grassroots group called Baytown Citizens Against Pollution, had meetings with the company, and
        then that just completely fell apart. The company refused to negotiate what we asked for, which
        was a citizen inspection with an authorized, I mean with an expert that the citizens chose and had
        confidence in, an independent expert the company was to pay for. Exxon wasn't willing to do
        that, and then set about trying to divide the group and publicly accused me of going up in their
        plant and taking a sample. I took it where they discharged into Galveston Bay. When they
        accused me of [taking the sample from inside the plant] I sued them for slander, defamation. Then
        we eventually challenged then- permit for that discharge point and filed a citizens' suit for
        violation of the Clean Water Act and eventually won that.  That whole battle took about five years,
        so that's where we went in, met with the company, tried to negotiate, and then the company didn't
        want to negotiate and we ended up fighting them in the regulatory arena and in the courts. And for
        five years. But we tried first the constructive approach, and Exxon wasn't interested in doing that.
        Star Refinery, you know, we had not done anything over in Port Arthur. We had a board member
        and groups over there, so in mat case we did negotiate with the company, the company did agree
        to an independent, we call it environmental and safety audit.  We picked the expert, someone that I
        had met when I first came to Texas, and went in the plant, interviewed workers, looked at records,
        physically inspected the plant, and the company split the cost of the auditor. We chose him and
        the company approved him and the company split the cost. And some people in our group wanted
        to share in that cost because they felt the results would be more credible. But anyway, the
        recommendations were made, a report was issued, and the company refused to implement the
        recommendations26

 TU learned some important lessons from its early experiences with community-corporate
 negotiations. First, it was important to narrow the scope  of a community's requests or
 what they wanted to accomplish before negotiations commenced.  With Exxon, TU was
 unable to choose an isolated problem area or unit within the facility to focus on
 throughout discussions with plant management. Following their interaction with Star
 Refinery, the group further realized that reaching agreement was a hollow victory as long
 as a company was not convinced that implementing its various provisions was in fact
 beneficial to itself.  TU continued its search for a precedent-setting agreement with
 modified criteria for selecting an appropriate site for then* next organizing campaign:  an
 organized or close-knit community, a serious problem, a facility that was not
 unreasonably complex (as was the Exxon refinery), and a "winnable fight" that would
 have repercussions for other
 industries in the region.  Rhone
 Poulenc and the Manchester
 community seemed to meet all
 of these requirements.

 The Problem

 The Rhone Poulenc facility had
 been operating since 1917.27
 Starting in 1955, when the
 plant was acquired by StaurTer
26
  Supra note 22.
                                   Figure 2. Rhone Poulenc facility seen from Manchester under 610 bridge.
27 Proposed Rules: Environmental Protection Agency, 40 CFR Part 261, Hazardous Waste Management
System; Identification and Listing of Hazardous Waste; Proposed Exclusion. Federal Register 64(199):
55880-55882.

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 Chemical Company, the plant regenerated sulfuric acid from spent sulfuric acid, sulfur,
 and bauxite.28  It began to use waste-derived fuel in 1976 in order to provide energy for
 the regeneration process, which required that a certain amount of wastes be added to an
 acid-producing furnace (the facility did not receive a RCRA permit for this activity until
 March, 1987).  In 1985, the 46-acre site began to shift ownership frequently.  Stauffer
 Chemical became a subsidiary of Cheeseborough-Ponds. Owership was subsequently
 transferred to Unilever, Imperial Chemical Industries, Akzochemie, and finally Rhone
 Poulenc Basic Chemicals in January 1990.29

 Changes in environmental regulations at the state and federal levels reclassified some of
 the wastes used in Rhone Poulenc's incineration process "hazardous/* meaning that
 permit alterations were required for several Rhone Poulenc-owned facilities, including a
 plant in Hammond, Indiana.30 At the time (1990), the facility did not have as
 sophisticated a set of environmental professionals or internal policies for dealing with
 regulatory changes as it does today. Plant managers were given a lot of discretion hi
 handling public relations, but they rarely remained at  a site for more than three years.
 Prior to the proposed permit modification, the Manchester community and Rhone
 Poulenc management had failed to develop any kind of relationship institutionalized by
 regulation, organization, or trust.31

 Interestingly, former site owner Stauffer Chemical did not have to contend with public
 opposition when it sought a permit at the same site to become the second commercial
 facility in the state to accept and incinerate toxic waste from other companies hi 1986.32
 Facing a slowdown in the oil industry (one of its primary customers), Stauffer responded
 to new provisions added to the Resource Conservation and Recovery Act that encouraged
 incineration and other alternatives to landfilling.33 The first commercial incinerator to
 take industrial waste in Texas was operated in nearby Deer Park by Rollins
 Environmental Services starting in 1981. The project was the focus of intense opposition
 as it was the first commercial incinerator to receive a permit to burn polychlorinated
 biphenyls (PCBs). While the Stauffer plant did not accept PCBs, it did burn organic
 wastes such as benzene and carbon tetrachloride, both of which are carcinogenic. Still,
 the company avoided serious opposition by engaging  with community leaders, residents,
 public officials, and environmental experts at local universities to explain plant
 operations. These meetings were set up in addition to regular discussions held following
 two sulfuric acid leaks in 1980, one of which sent 54 to the hospital. Community leaders,
28 Jill Burns, Field Investigator, Region 12, TNRCC to File, Re: Rhodia, Incorporated, June 18,1999.
29 As companies merge, so do their corporate nameplaces. Houston Chronicle, January 9,1990 at 4
(Business); Stauffer Chemical being sold in $1.69 billion deal. Houston Chronicle, June 6,1987 at 2
(Business).
30 Interview with former Plant Manager, Rhone Poulenc Basic Chemicals, April 1,2002 via telephone.
31 Supra note 30.
32 Britt, B. & Warren, S. (1986).  Gasoline leaks drive local residents away. Houston Chronicle, December
14,1986 at 1.
33 Dawson, B. (1985).  Permit sought to commercially incinerate hazardous wastes. Houston Chronicle,
July 25,1985 at 21.

-------
 including Councilman Ben Reyes, believed that the company had "cleaned up its act" in
 the few years directly preceding their move into hazardous waste incineration.34

 Members of the three surrounding neighborhoods speak of serious environmental
 problems as diminishing by the time Rhone Poulenc requested a permit modification in
 1991.  Residents of Smith Addition recall a facility that was once located "in front of
 Rhone Poulenc" that consisted of a series of storage tanks that "used to catch fire and you
 could feel the heat standing over here."35 The Hill Chemical Company, located near
 Manchester and San Saba Streets where Smith Addition begins, experienced a gasoline
 tank leak hi 1986 that forced 50 families to leave their homes.36 A blaze also occurred m
 November, 1988 when a pipe carrying oil into a diesel heater ruptured at Hill Chemical.37
 A third major incident involved a lightning-induced fuel oil tank explosion at the same
 facility that could be heard for five miles and  sent flames 200 feet in the air hi September,
 1990.   Harrisburg residents recall a facility known as Eddie Oil Refinery as **the only
 plant that we really had trouble with":

        It's no more in existence, the one that was right, I live at a dead-end street, and across the track
        was Eddie Oil Refinery. They changed its* name to Key Oil Refinery. And I can tell you about
        mat because my brother worked there from the age of 18 until he passed away. That was the most
        dangerous place that was close to us, because it was always exploding and putting out chemicals
        and finally they closed it down, because it was just really unsafe... The back part of it ran right into
        our street which was on Magnolia.  The oil company itself, the refinery part is gone. They tore  it
        down. So that was the closest environmental problem we had to us39

 Memories of such facilities and images of the particularly dramatic episodes that they
 caused formed a mental baseline for the level of environmental quality that residents
 experienced.  They also shaped residents' perceptions of what further pollution reduction
 efforts were needed and their evaluations of environmental performance at facilities that
 remained. While Rhone Poulenc had to contend with the troubled past of Stauffer
 Chemical, it was not perceived as the primary source of environmental problems by at
 least two of its neighboring communities. And within Manchester, where Rhone
 Poulenc's small relative contribution to area toxic emissions had yet to be understood, the
 company had substantial room in which'to improve its image and relations with
 concerned citizens. Stauffer Chemical's record of accidental releases as well as
 permitted toxic releases was well-known to regulators and citizens alike, although the
 company had succeeded in building support for some of its operational changes.40
34 Ibid.
35 Interview with Smith Addition residents, April 19,2002, in Smith Addition.
36 Supra note 32.
37 Kreps, M. & DiSessa, B. (1988). Pipeline inferno fizzles; residents return to homes. Houston Chronicle,
November 29,1988 at 13A.
38 Perry, E. (1990). Lightning may have sparked tank blast. Houston Chronicle, September 16,1990 at
30A.
39 Interview with Harrisburg residents, April 19,2002, in Harrisburg.
40 Interview with Texas Natural Resources Conservation Commission official, August 14,2002 via
telephone.

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                                                 Rhodia Annual TRI Emissions
The emerging regulatory framework was in large part responsible for Rhone Poulenc's
facility-wide emissions reductions starting in the late 1980's.  One of the most effective
environmental statutes, Title III of the Superftmd Amendments and Reauthorization Act
(SARA) of 1986, directed industries mat met certain requirements to maintain inventories
of hazardous chemicals stored, processed, and emitted from their facilities.41  The release
of TRI data started in 1987.  The data were made available through local libraries and
later the internet, and interpreted through analyses of the data comparing states, counties,
and industries in terms of relative emissions. These reports, by the EPA, the
Environmental Defense Fund, and other organizations, encouraged industries to pursue
both real cuts in emissions and
diversions of emissions to unreported
media (such as deep well
injections).42  Nevertheless, TRI
emissions dropped substantially at
many facilities, including Rhone
Poulenc's Manchester plant. By the
time residents began  organizing
around the proposed permit
modification in 1991, the facility
accounted for a small percentage of
toxic emissions affecting the three
surrounding communities (see Figure
3 for one comparison).
                                         1,000,000
                                          600,000
                                          600,000
                                          400,000
                                          200,000
                                               0
                                                Valero TRI Annual Emissions
                                         2,000,000
                                         1,500,000
                                         1,000,000
                                          500,000
                                                0
                                                  1886 1990  1992 1994  1996  1996
                                         Figure 3. Comparison of Rhone Poulenc (now Rhodia) and Valero
                                                     TRI Emissions, 1988-1999
The Dispute

On January 16,1991, proposed
actions regarding the Rhone Poulenc
facility began to appear on the
agenda of the  Texas Water
Commission:
       Item 31. Application by Rhone Poulenc Basic Chemicals Company (formerly Stauffer Chemical
       Company) for a minor amendment to Permit No. HW-50095 which currently authorizes a
       commercial industrial hazardous and non-hazardous solid waste storage and processing facility.
       The facility is located at 8615 Manchester Road, west of Loop 610 East in the City of Houston,
       Harris County, Texas43
41 Section 313 of the Emergency Planning and Community Right-to-Know Act of 1986,42 U.S.C. §§
11001-11050 (1986) mandates that the Environmental Protection Agency provide the public with access to
all annual information collected on routine releases of certain chemicals (specifically those which foil
within Standard Industrial Classifications 20-39 and are released from facilities that employ ten or more
workers and use more than 10,000 pounds of a listed chemical within a calendar year. This information is
presented in a searchable index and in map form at http://www.scorecard.org.
  Fung, A. and O'Rourke, D. (2000). Reinventing environmental regulation from the grassroots up:
explaining and expanding the success of the Toxics Release Inventory. Environmental Management, 25(2);
115-127.
43 Uncontested Agenda, Wednesday, January 16,1991, Texas Water Commission.

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 The proposed change was listed as a "Class 2" modification. A class two modification
 simply requires a company to issue a notice through the local paper and hold a public
 hearing where they review the proposed changes to a facility. While Rhone Poulenc
 considered its proposed changes "nothing of consequence," the dozens of residents that
 attended initial meetings with the company were determined to call for a  Class Three
 format. Class Three applications undergo a formal discovery and evidentiary process and
 in some respects mimic legal proceedings. At the time, the Texas Water  Commission had
 a legal department charged with handling the public interest aspects of permit
 modifications. This department had the authority to alter applications and to move them
 from Class Two to Class Three status.44

 On November 21st, the company held an informational meeting at the JR  Harris
 Elementary School.45 The permitting manager, Floyd Dickerson, explained that it was
 necessary to modify the permit to reflect changes in how the EPA classified several
 hazardous waste materials currently recycled at the plant. For the 40 residents at the
 meeting, most of whom had been recruited by the precinct judge by flier,  it  was their first
 opportunity in years to voice their frustration with the plant.  First, they did  not feel that
 placing an ad in the Houston Post and the Spanish language El Sol and notifying a few
 residents by letter was sufficient. Some of the residents spoke of the dangers of living
 near the facility.  Diane Olmos told of her husband, who died at the age of 38 after living
 adjacent to a toxic waste disposal company similar to Rhone Poulenc.46 Also of
 importance was the presence of a number of important local elected officials, such as
 State Senator John Whitmire, who due to redistricting had a strong Hispanic opponent
 challenging him at the time.47  Rhone Poulenc's plant manager agreed to make a more
 concerted effort to notify Manchester residents of a second meeting, which was planned
 for January, 1992. By then, precinct judge Carol Alvarado was able to mobilize newly
 elected councilor-at-large Gracie Saenz, State Representative Mario Gallegos, Gene
 Green, a candidate for U.S. Congress, Rick Noriega, a candidate for State Representative,
                                                  and Mario Quinones, a civic
                                                  leader and retired local
                                                  businessman, among others.
                                                  Through a list of residents
                                                  provided by Alvarado, plant
                                                  manager Bill Colvin notified
                                                  most of the residents of a second
                                                  meeting, called a "community
                                                  day," scheduled for  January 1992
                                                  at the community  center. By the
                                                  time this second informational
                                                  meeting was over, it was clear to
                                                  Rhone Poulenc management that
                                                  they would have to contend with
Valero refinery adjacent to a Manchester home
44
  Supra note 30.
45Stfpranote 15.
46 Ibid.
47 Interview of State Senator, April 18,2002 in Houston.

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 a Class 3 modification process. Alvarado had convinced the TWC to require a formal
 hearing.

 Between the "community day" and the formal hearing, several developments began to
 increase the community's leverage over the permit modification process. Timing became
 an important factor as the process expanded. Rhone Poulenc had customers who were
 already shipping waste to the Manchester facility that would in several months be
 reclassified. Second, commercial hazardous waste incinerators were becoming some of
 the most visible targets of environmental groups in the state. Dubbed the "new
 environmental menace," multi-million dollar incinerator projects were surfacing all over
 the country, in response to RCRA amendments that imposed strict requirements for the
 operation of hazardous waste landfills, such as the installation of double liners.48
 Houston's Chemical Services had just won approval to build the fourth commercial
 hazardous waste incinerator in the state, and the many elected officials rallying around
 the Manchester community were well aware of the growing public concern over such
 facilities. Finally, on July 16th, a toxic cloud of sulfur dioxide gas was released at the
 Rhone Poulenc facility, sending 30 plant workers to the hospital (including 20 from
 Newpark Shipbuilding and Repair, located across the Ship Channel).49 The accident was
 caused by a two-inch pipe that broke as a truck was being moved at the plant's loading
 site. Importantly, the latter two developments heightened resident awareness of the risks
 posed by the facility at large, rather than the specific operations mentioned in the
 proposed modification.  The sulfur dioxide incident increased regulatory scrutiny of the
 facility, which faced potential occupational health and safety as well as environmental
 violations by the TWC, OSHA, and the City of Houston.

 The hearing, held on June 30th, began with a hearing examiner explaining that the focus
 of the meeting would be restricted to the proposed permit changes. Local residents, who
 had by this time had sought the assistance of Texans United, had other plans. Areas of
 concern, some of which barely overlapped with Rhone Poulenc's operations (let alone
 proposed changes), were many and diffuse, including railway traffic and blockages to the
 streets, chemical releases to air, water, and soil,50 truck traffic on residential streets,
 citizen participation in site-specific decisions and awareness of potential risks posed by
 the site, and emergency preparedness. While Rhone Poulenc did not have the ability to
 address some of the residents' concerns, they agreed  to meet with a small group of
 residents to discuss conditions for their dropping all opposition to the proposed
 modifications.

 Dispute Resolution

 Manchester residents were the only citizens to request party status to the hearing process,
 following the advice of TU. Because of this, the exclusion of Smith Addition and
48 Morris, J. & Dawson, B. (1990). Nobody's neutral about toxic waste incinerators. Houston Chronicle,
October 22,1990 at 11 A.
49 Perry, E. (1992). 27 injured by toxic fumes at chemical plant. Houston Chronicle, June 17,1992 at 9A.
50 Although Rhone Poulenc accounted for a very small fraction of these emissions. In 1991, TRI emissions
from the facility totaled 19,000 pounds compared with half a million pounds by the Valero refinery, which
encircled Manchester to the East.
10

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 Harrisburg residents was not of concern to any of the parties. Plant management was
 aware of these communities, particularly Smith Addition, described as "closer to the plant
 but not nearly as organized."   Providing a forum in which the concerns and interests of
 surrounding communities could be aired was also not necessary given the purpose of the
 discussions agreed to by the plant manager.  Knowing that changes hi waste
 classifications were not going to happen for several months, the company saw the
 proposed discussions as an opportunity to establish a structured relationship with nearby
 residents, which had not materialized since Rhone Poulenc had assumed ownership of the
 facility:

        At that time, because I had quite a bit of time. These changes in the classifications weren't
        actually going to take place for several months, and I knew I had the time to try to work with the
        community and see if I could resolve this. And one of our goals was to come out of mis with an
        advisory panel And so that's the way I sort of approached this: you know, if you want to have an
        agreement, our agreement will be to work with the community, but we're going to have to
        organize a group, an advisory committee, and this document will basically establish ground rules
        on how we'll work and who will be on it and what issues we're going to talk about52

 Plant management entered negotiations confident that the Texas Water Commission
 would grant their permit modification. They also were aware of the growing scrutiny that
 their facility was receiving, and of the hostile community relations that would prevail
 should talks break down.

 Texans United viewed contested hearings as an assured means of "getting to the table"
 with a company:

       We didn't have lawyers, they did, and they were going to have to pay their lawyers, and the
       discovery process -1 mean you get to look at all their records about complaints, upsets, relevant to
       the permit it was an air pollution permit. So we could have found our about all their releases, near
       misses, accidents, and we would have gone after all of that. And there's a hearing examiner that
       acts like a judge and what they always do, before they go through this formal contested case
       hearing, is they try to get the parties together and say you guys talk about this and see if you can
       resolve it before this hearing.  The hearing's expensive for the state, a lot of work for everyone and
       they want to avoid it. So that kind of automatically puts you at the table with the company.

 As the community began to prepare to negotiate with facility management, TU was still
 learning how to structure good neighbor agreements, which until then were usually typed
 on one or two sheets of paper and did not include provisions for implementing audit
 findings or ensuring on-going citizen involvement.53 As stated, one of its earlier lessons
 was to narrow down what a community wanted to accomplish when discussing a given
 facility with its management and legal representatives.  TU and local residents carried out
 an informal discovery process prior to the hearings in order to focus their objectives, even
 though then* demands would remain wide-ranging. Residents credit TU for "taking us
 through the discovery process."54 In addition to helping residents request party status,
"Supra note 30.
53 See, for example, Settlement Agreement with Merichem Company (no date) and Settlement (with ARCO
Chemical), February 14, 1992.
54 Supra note 17.
11

-------
 TU shared its knowledge of how to ask for certain kinds of information, summarized
 materials in terms of what they revealed regarding community impacts, and helped
 residents prioritize what they needed to understand from the outset.55 Documents such as
 air pollution data, enforcement documents, and other public records in agency files
 (Texas Air Control Board, Texas Water Commission, Harris County Pollution Board)
 were used to give an indication of site-specific problems. As TU did not have any legal
 or technical capacity, a group of TU staff met with residents to pour through the
 documents and extract broad trends and concerns. These included information sharing
 (Rhone Poulenc had some SO2 monitors in operation but had no means of distributing the
 results to neighboring towns), truck traffic to and from the facility, and emergency
 preparedness (Rhone Poulenc lacked an emergency notification system). TU experts
 were unable to figure out how the company could ensure further emissions reductions at
 its facility, and a review of their fugitive emissions showed that state regulations were
 already fairly stringent as to how long broken valves and flanges could be kept on a
 replacement list.  As the contested case hearing process had not begun, the information
 available to residents and TU was limited.  Discovery during a contested case hearing
 process allows residents to access anything related to the facility's emissions that is not
 proprietary: more detailed enforcement documents, interoffice communications about
 pollution events, and a variety of reports used by facility management to trace problems
 as they develop on-site.

 Throughout negotiations with Rhone Poulenc and implementation of the  agreement that
 followed, residents became increasingly acquainted with the facility's operations. It is
 instructive to consider how such a plant dealt with emissions on a daily basis, as it
 provides clues as to the extent to which residents' desired changes were acceptable or
 even possible from a permit applicant's perspective. Facility operators, engineers, and
 environmental professionals kept track of emissions through a variety of programs, some
 of which are mandated by their various permits and some of which are driven by site and
 upper management. Rhone Poulenc's permits called for the plant to monitor sulfur
 dioxide, nitrogen oxide, particulate matter, and hydrocarbon emissions, the latter
 produced mostly from fugitive emissions.56 Because at one point Rhone  Poulenc
 maintained storage tanks at its property line adjacent to the former Eddie Oil refinery site,
 the state set particularly stringent guidelines for fugitive emissions to make sure that
 future owners of the site would be protected.

       If you hod anything, 25 parts per million above background, which most places is 500 to a
       thousand parts per million or even higher than that, it's an action level and we  can have it repaired
       within four hours"

 These conditions took effect in 1987. In addition to an array of monitors established for
 some chemicals, Rhone Poulenc was able to estimate emissions for others through trial
burn factors. Under state permit, the facility submitted Discharge Monitoring Reports on
a monthly basis that provided quantity and concentration figures for all **parameters"
"Swpranote 17.
96 Interview with Rhodia environmental professionals, April 23,2002, at Rhodia, Manchester, TX.
"ibid.
12

-------
 (substances) used during that period.58 While the company engaged in pollution
 reduction projects, it believed that there was a limit to the control the company had over
 what is released in a given month:

         This facility, we're not, there're not multiple changes occurring.  It's the same project, same
         materials coming in. There's very little variance in what we're doing out here.. .The thing about
         this plant right here, is that we are an inorganic facility. So we don't - and what we do generate a
         lot of stuff, like some of the protective personal equipment that we use, some waste oils and stuff
         like that, we can burn on our permit ourselves. We generate ash from our furnace that is
        hazardous by nature, and that is basically driven by how much throughput of hazardous waste and
        our sulfiiric acid we burn there, so that's a function of production. Then we have a filter cake,
        which is hazardous waste, based on some regulatory requirement, and that's again regenerated
        based on the amount of throughput through the unit. And it's all wastewater. So it's, some of
        these things we have, we really have no control. Business is high one year, down next year. The
        other, only other thing we can, state classifies it as hazardous, because of the acidic nature, is our
        wastewater here. And we have looked at ways of minimizing the amount of acid drips and stuff
        like that in the sewer system, so it will minimize the amount of, you know.  It's cost-effective, too,
        because you don't have to neutralize everything. Those are the areas we can really come up with59

 Much of the discussions with Manchester residents focused on these limitations to further
 reducing emissions, caused by the stringency of existing permits and the nature of the
 sulfur regeneration process. It was claimed that there was a narrow range of "lost
 products" or emissions that if captured could be reprocessed and sold to various
 industries.  In addition, plant management stated that there was little that could be done to
 change the facility's raw material feeds, which remained the same and fluctuated only
 according to the needs of Rhone Poulenc's customers: refineries (catalysts), carpet
 producers (fibers), and electroplaters (ultra-pure acid). But when one considers the
 facility's improvement programs today, it becomes clear that there were approaches to
 emissions reductions that could have been addressed during negotiations: reducing the
 risk of releases and containing accidental spills. Presently, the plant uses a hazardous
 operations methodology known as Layers of Protection Analysis (LOPA), which is a
 systems design approach to isolating opportunities for releases, understanding how
 protective devices or materials can fail, and ensuring that backups and secondary forms
 of containment are hi place. A related initiative, mechanical integrity, is a records
 maintenance and analysis approach whereby equipment standards for things that can
 degrade or be corroded over time (pumps, gaskets, valves, pipelines) are researched.
 Equipment that is then determined high-risk or is found to be no longer maintained at an
 appropriate frequency is then addressed. These programs were not in existence when
 negotiations began.

 When negotiations commenced on August 24,1992, residents were not prepared to
 scrutinize the corrosive effects of Rhone Poulenc's production process  on its equipment,
 or brainstorm potential management initiatives for dealing with this broad concern.  With
 limited access to expert opinions about the facility, Texans United tried to figure out how
 Rhone Poulenc could reduce emissions, with limited success.
58 Permit No. TX007072, discharge numbers 101A and 001 A.
59%»ranote50.
13

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        They had the best available pollution control technology at the time. Reducing emissions wasn't -
        we couldn't get a handle on how they could do that. Now one of the things our expert looked at
        was the whole issue of fugitive emissions. He went through the files and all of that, and I don't
        think there was a recommendation that came out of that that they could do anything to further
        reduce emissions60

 In the absence of any known alternatives for emissions reductions, and lacking sufficient
 understanding of the business to consider such issues as mechanical integrity, residents
 and TU representatives focused on two kinds of proposals.  It is important to note that
 none of these were made in any particular order, as the meetings were not bounded by
 groundrules or agendas (except for items proposed by plant management at the outset of
 each  meeting), or assisted by any outside facilitation. And while elected officials were
 present at the first session, residents agreed to  exclude them from negotiations. It was
 argued that  most of the officials did not have to live with the consequences of what was
 being discussed.  Further, they had an incentive to support an  agreement that lacked
 substantive  changes so long as it offered them  positive publicity. Thus, roughly 5-6
 members of a community-based negotiating committee,  two representatives from TU, the
 plant manager, and a staff attorney from Rhone Poulenc discussed proposals at meetings
 held at St. Alphonsus* (a local Catholic church) and in a conference room at the facility.
 The first kind of proposal involved arrangements whereby the facility would create,
 share, or help the community gather information.  A second kind of proposal was more
 controversial: duties that the facility would owe the community under various
 circumstances. Table 1, which outlines the negotiation process, includes some of the
 proposals made.
 1 Supra note 24.
14

-------
  Table 1. Manchester-Rhone Poulenc Permit Modification Negotiation Elements.
             Harrisburg, or the businesses affected by a
                2.
                   roads by railroad cara

                3.  Regulate truck traffic along
               4.
               5.  Improve relations with the facility
, ;.    ^" ^^\f-
/v&r^/' l^>^  v-* -  ^>. -r">;v „ ?<;;
,5  rc   ^^;te'<-v^^^  :^-
V4   r '^ . ^kvV?. ^--' VP"  ] '-
f^—1"r'*"" ^r*i-
            inoni
            citizen'a healthsui-vcy.
                                                                   conditiuns)
 15

-------
 Residents realized early in the process that they would not be able to prevail in a
 contested case hearing.  This understanding encouraged concessions on their part, such as
 decisions to drop most of TU's ideas for setting conditions for facility operations.
 Residents and TU were also divided in terms of how to approach resident health.
 Residents were strongly in favor of canvassing the neighborhood and collecting
 information on disease symptoms. Plant representatives opposed the proposal outright,
 believing the information would be inconclusive or simply misrepresentative of the
 sources of various symptoms. TU was also against entering into such an indeterminate
 cycle of talks over survey design, administration, analysis, and interpretation:

        Just designing the health study could have been a whole separate negotiating process, and then
        whether or not it's scientifically valid, and then you get the results and they're going to be
        challenged. My position has always been, we don't have to get up there, we don't have to prove,
        we don't have to prove scientifically that these plants are hurting people. It's enough that people
        are sick, that they're complaining, that they can smell it; that's all the proof we need. That means
        that the companies need to do everything they can to stop the damn pollution...Just the possibility
        mat the plants might be causing the problem is enough that they should be doing everything they
        can do to stop the pollution. It's kind of simple. And this whole thing about diverting us into this
        whole battle to prove it's really a problem61

        They had health concerns, and they wanted to bring hi people to do some kind of canvassing of the
        neighborhood to document all of the health concerns throughout. And mis was a neighborhood
        mat was right in the back of chemical plants, not just ours. I told them that we weren't willing to
        do that unless it was a - if they wanted to do something that was a recognized method and the
        technique they used was actually a recognized way of doing it and we had a non-biased group
        come in and do it, then it wouldn't be a problem. We would provide an amount of money and it
        would cost quite a bit more than that62

 Division among representatives of Manchester was at times overt, as with the proposed
 survey, and often subtler, in terms of the importance of an environmental audit vis-a-vis
 changes that would immediately impact the community's sense of quality of life. In spite
 of this, the process gained momentum, as the group set aside problematic ideas and
 proposals and focused on items that concerned (a) sharing information, studies, and
 scenarios that already had to be collected or created under various permits, (b) building
 relationships through development of an advisory committee, and (c) adding resident
 involvement to an environmental audit provision that was also required by the state.  The
 most important dynamic within this timeframe concerned how an initial set of proposals
 would be  oifered. TU, based on previous experience, was convinced that the first single
 text should come from the company, as resident concerns and more appropriate wording
 could be added within a framework that made the company feel more at ease.  What was
 put in writing  was viewed by TU as a company's interpretation of what had been
 discussed and what they wanted to propose. Residents, in then* opinion,  should see how
 the company perceived the negotiation process before they proceeded.

 As the date of a subsequent hearing approached, the company used an implied division
between resident representatives and the broader community to encourage agreement.
While it is difficult to prove that this approach affected the final agreement, it is
"
  Sw/vanoteSO.
16

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 instructive in that community-corporate negotiations often hold the potential for
 lopsidedness: residents include a number of different groups from within and outside a
 given community while a company has a well-structured set of objectives and parameters
 to follow during negotiations. After roughly 4-5 sessions, the plant manager approached
 community leaders with an ultimatum:

        It was getting close to the time for the hearing, and I just basically went in and said, you know,
        we've met with you for a while, we've had a lot of people in from the community and we've
        communicated to them what we're trying to do and we want to share with them and how we want
        to get mem involved.  But some of the stuff you're asking for is so far out that we're never going
        to be able to agree to it. And if you don't back off on all this, then we're going to go back, we're
        going to drop everything and go back to the public hearing, and not only will you not get anything
        out of this but, based on some of your demands, that even the community looks on as ridiculous,
        you're going to come out the bad guy on all of mis63

 While the effects of such threats on an ultimate agreement cannot be verified (record-
 keeping during these negotiations was almost nonexistent), the company's perception that
 community representatives had divergent incentives to reach agreement is clear. A final
 agreement, signed shortly before the next hearing was to occur, excluded proposals for
 emissions reductions, resident control over facility operations, or  meaningful assessment
 of community health. Table 2 outlines the elements of the good neighbor agreement.

 Table 2.  Settlement Agreement Elements to Class 3 Modification, Permit HW-50095.
63
  Ibid.
11

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 Implementation

 On December 16th 1992, the following action was taken by the Texas Water
 Commission:

        item 50.  Consideration of Examiner's memorandum concerning the application of Rhone Poulenc
        Basic Chemicals Company for a Class 3 Permit Modification to authorize the operation of a
        hazardous waste incinerator storage and processing facility in Harris County, Texas
        (Recommendation: Issuance)64

 The examiner's memorandum was adopted and the modification was granted.  The
 Settlement Agreement became part of the permit and therefore prevailing regulations of
 the facility for the duration of its operation.  While the agreement was hailed as a "first"
 in terms of "real access" to the facility, it did not depart from standard practice as
 radically as suggested in media coverage.  First, many of the agreement parameters
 (including the audit, off-site monitoring, and data provision) were already required by
 state law.  In fact, the audit provisions were already a part of the facility's operational
 permit. Items that were not already required (such as a health survey) remain
 underdeveloped. TU has moved on to other struggles while much of the local leadership
 that was instrumental in encouraging negotiations with Rhone Poulenc has left
 Manchester. We will consider each of the major elements of the agreement in turn, and
 then focus on overarching trends that have emerged since the GNA was finalized.

       Accidents/Emergency Preparedness. As noted earlier, toxic releases from the
 Manchester facility declined in the late 1980's and stabilized at approximately  19,000
 tons per year. In addition, accidental releases became almost nonexistent at the plant.
 Table 3 shows the history of plant episodes through the present.

               Table 3. Incidents at 8615 Manchester Street, 1990-2002.65

              Ftbraaiy 27,1990            Petroleum               95 gallon*
              Januiry21,1992

              June 12,1992

              July 8.1992
64 Third Addendum to Uncontested Agenda, Wednesday, December 16,1992, Texas Water Commission.
63 Sources:  Emergency Response Notification System and National Response Center databases, accessed
June 5,2002 by United States Environmental Protection Agency, Region 6 as part of Freedom of
Information Act request 06-RIN-00689-02, May 21,2002.

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 The facility has averaged approximately one accidental release every two years during
 GNA implementation. Residents are also better informed in the event of an episode,
 through the emergency notification system that was designed as part of the GNA. The
 company purchased a radio station (1290 FM), established an alarm system that could be
 heard within a five mile radius of the plant (at a cost of $250,000), and began weekly
 tests of the system every Saturday at noon,6   While the system has proven effective in
 encouraging residents to shelter in place during the few accidents that have occurred, the
 idea of a public warning system was actually being negotiated between residents and city
 officials of a number of nearby cities (Channelview, Pasadena, Deer Park) before the
 GNA was reached.67 In fact, dozens of chemical plants in the area had already agreed to
 cover the costs  of phase I construction of siren warning systems.68 As part of the Local
 Emergency Planning Committees (LEPC's) mandated by EPCRA, communities were
 working with area industries to plot public safety plans, use common computer programs,
 and share warning systems, relying on community advisory panels for advice.  While the
 GNA secured a system for Manchester residents while progress continued at a slow pace
 elsewhere, it is  clear that pressure for a public warning system was building at nearby
 facilities when Rhone Poulenc made its commitment to local residents.

        Citizen Audit.  Rhone Poulenc was already subject to an independent auditor's
 assessment under Texas law when it incorporated an independent annual environmental
 and safety audit program in the GNA.69 The only difference between what was
 previously required and the GNA provision concerned the involvement of local residents
 in the process. Citizens were to participate in the physical inspection of the plant, review
 of documents, and interview of plant personnel. The GNA specified Dr. Ralph Cooper of
 the American Institute of Hazardous Materials Management (an individual who had been
 active in the drafting of RCRA) as the initial auditor. His report, issued several months
 after the GNA was finalized, focused on several regulatory compliance and best
 management practice issues where Rhone Poulenc stood to improve:

              more attention should be given to the lay-down yard for possible recycling and other
              reductions in the amount of materials in the yard
              soil and other materials removed from the settling pond should be removed from the site
              more frequently
              the facility should develop and implement a program to make appearance of the facility a
              matter of pride among employees at all levels
              particular attention should be given to leaks of sulfur, appearance from the street, and
              evident corrosion of the equipment
              there seemed to be less concern regarding waste generated during normal industrial
              operations than for waste received for incineration and residuals
              should consider making more frequent hazardous waste and Texas waste classification
              determinations
              should record video and store tapes for a short period for post-incident analysis
66 Supra note 17; Interview with Manchester resident, April 22,2002 in Manchester, Interview with
Manchester resident, August 12,2002 via telephone; Supra note 26; Zuniga, J. (1995). A community's
work for safety pays off: Chemical company's siren alarm warns area residents of toxic leaks. Houston
Chronicle, July 16,1995 at 29A.
67 Haines, R. (1993). Cities near plants address fears. Houston Chronicle, January 3,1993 at 1C.
*JWi
69 31 TAC 305.147 and Section X TWC permit No. HW-50095.
19

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               written emergency response plan is weak; should enhance the facility's programmatic
               plant-wide analysis of potential accident events and their prevention (single master plan
               is preferred rather than multiple plans for RCRA, Clean Water Act, etc.)
               need to decide in advance when evacuation is necessary and what gear and
               decontamination equipment is appropriate under different circumstances
               more detailed analysis of the sources of acid losses to wastewater as well as the
               generation of wastewater in total
               evaluation of surface protection for secondary containment and other surfaces needed
               given the fact that unprotected concrete rapidly degrades with acid exposure
               materials used for line cleaning are burned in the incinerator; review of alternatives may
               suggest cost-effective changes
               plant should request delisting or permit modification for delisting scrubber sludge to
               allow disposal in a non-hazardous waste landfill.70

 These recommendations, some of which have been implemented (filter sludge was
 delisted in 1999), point to the existence of ways to reduce accidental emissions and the
 need to more purposefully counter the corrosive nature of the materials used at the
 facility. Further joint development of additional recommendations has not occurred,
 however. Each year, in accordance with state regulations, the plant has issued a public
 notice for selection of an independent auditor, and held a public meeting with little or no
 attendance. There has never been another independent audit of the facility.71

        Community Advisory Council. Rhone Poulenc's primary objective in negotiating
 with Manchester residents was to institutionalize a relationship between the plant and
 local residents. The GNA includes specific instructions ("groundrules" as the former
 plant manager called them) for how a Community Advisory Council (CAC) should be set
 up:  it should be geographically representative of the local community surrounding the
 facility, be composed of no more than 25 members, include residents located within set
 boundaries (north to Harrisburg Street, west to 97th Street, east of the plant to Evergreen
 Street, and south of the plant to La Porte Freeway), set its own agenda, be notified by the
 company of changes to hazardous waste transportation routes and shipments to the plant,
 receive copies  of ground water and surface water monitoring analyses on a monthly basis,
 receive OSHA recordable  accident information  on a monthly basis, and work to review
 the feasibility of a citizens* health survey. The  CAC met monthly at first and now meets
 once per quarter.  At each  meeting, two reports  are provided to CAC members: a report
 from the Environmental Manager and the state-mandated Discharge Monitoring Report,
 Below is a sample of the Environmental Manager's report:

               Rhodia, Inc. Manchester Plant
               Monthly Citizens Advisory Committee Report
               Month: January
               Year: 2000
               Have any changes been made to hazardous waste transportation routes? No
               Number of hazardous waste shipments  into the plant:  170/monlh
               Copies of Permit Discharge Reports:
                     EPA(DMR)
               RCRA Pond has been closed and no more groundwater monitoring necessary
               Number of OSHA recordable accidents: 2
70 Independent Auditor's Report under 31 TAC 305,147 and Sec. X TWC Permit No. HW-50095.
71 Supra note 49.
20

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  Leaders of the three civic organizations of Manchester, Smith Addition, and Harrisburg
  sit on the CAC and praise the company's sustained involvement in local issues and
  projects.  For instance, Rhone Poulenc (and now Rhodia) has provided an annual $10,000
  college scholarship award to a local high school student, cleaned sidewalks, painted
  homes, provided a block of funds to be allocated to various groups, and improved Pizer
  Park, across the street from the plant.72 Some residents have resigned from the Council,
  frustrated by its focus on such projects that benefit individuals or segments of the
  community rather than facility changes that will benefit residents at-large. Because of the
  limited variance in terms of facility operations, Rhodia management agrees that the focus
  of the CAC has shifted from explaining permits, modeling and monitoring results to
  community improvements and awareness. In the event of an accident, Rhodia anticipates
  the CAC meeting by developing an analysis of the incident, causation, and corrective
 actions taken.

        Railroad Tracks/Truck Traffic. Facility management has sought to address what
 were arguably the most prevalent concerns of local residents in the early 1990's. Rhone
 Poulenc created a routing system to keep truck traffic away from JR Harris Elementary
 School, and to minimize exposure of any residential population to the movement of
 hazardous materials. These changes were made in consultation with the CAC9 whereby
 Rhone Poulenc explained restrictions hi its waste disposal contracts that could be used to
 minimize local transportation risks.  While not included in the GNA, the company also
 appeared with residents in support of a grade separation and an overpass across Central
 Avenue. The overpass would allow residents evacuating Manchester to cross over
 Manchester Yard, one of several rail terminals serving the Ship Channel.  The Houston
                                                    City  Council approved funding
                                                    for a feasibility study for the
                                                    bridge in August, 1997.73
                                                    Conditions worsened in February
                                                    1998 with the merger of Union
                                                    Pacific and Southern Pacific Rail
                                                    Corporation.74 Union Pacific
                                                    reportedly gave preferential
                                                    treatment to moving their trains
                                                    through the city first, causing
                                                    even longer delays at railroad
                                                    crossings. Finally, the U.S.
                                                    House of Representatives passed
    Figure 5. Railroad cars blocking Manchester Street on April 23,2002.   |  a transportation bill that included
72 Zuniga, J. (1994). Chemical plant is neighborly. Houston Chronicle, June 4,1994 at 27A; Pickler, N.
(1997). Residents help build playground at park. Houston Chronicle, June 29,1997 at 38A; Plant workers
make sidewalk safer for southeast area pupils, parents. Houston Chronicle, May 9,2001 at 7 (This Week).
73 Dawson, B. (1997). Living with pollution Part I: Communities in industrial sections of Houston grapple
with pollution with varying success.  Houston Chronicle, August 3,1997 at 1A.
74 Brewer, S. (1998). Idling trains strain patience of motorists. Houston Chronicle, February 9,1998 at
13A.
21

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 $16 million for the grade separation in June, 1998.75
        Information. Most elements of the GNA involved one-time or monthly provision
 of information already mandated by state law, such as hazard assessments, dispersion
 modeling, and a consequence analysis. The exception, an agreement to "review the
 feasibility of a citizens' health survey," has never been attempted.  Facility management
 admits that the sum promised in the ONA, $4,000, was barely a fraction of what would
 be needed for a cross-sectional epidemiological study of Manchester and a carefully
 selected control community.  Residents continue to express their concerns regarding the
 prevalence of cancer in the area. Yet, the CAC has to date been unable to mobilize
 sufficient support to initiate serious talks with Rhodia about such a study.

 Discussion

 A very telling announcement was made by a number of industries, including Rhone
 Poulenc, five days before its permit modification was issued in December, 1992: they
 would agree to take part in the TWC's Clean Industries 2000 program.76 In order to
 qualify for the program, a company had to agree to either make at least a 50% reduction
 in its generation of toxic substances, or commit to a similar reduction in its direct release.
 The news was followed by word that area industries had been working since at least the
 late 1980's to develop public warning systems.  A more recent conclusion to negotiations
 between residents and officials with neighboring Lyondell and Equistar Chemicals has
 lead to substantial emissions cuts.77 The latter agreement was reached with two facilities
 that together released 20% of the benzene in Harris County.  With the help of a facilitator
 who also managed discussions on the area CAP, residents met with the companies 32
 tunes following planned facility expansions in 1997 that were later scrapped. The
 discussions yielded changes in plant procedures, processes, and equipment, and have
 already reduced emissions of benzene by 40% and butadiene by 41%.

 Following its inclusion in Clean Industries 2000, Rhodia's toxic emissions have not been
 significantly reduced, although total production-related waste has fallen dramatically.78
 The above developments suggest that improvements hi Manchester-Rhodia relations
 (achieved through regular explanations of operations to the CAC, community
 improvement projects, and a near elimination of facility episodes) mask some potentially
 missed opportunities.  Current projects at the facility, such as its Layers of Protection
 Analysis and mechanical integrity programs as well as reductions in production-related
 waste suggest that there was in fact room for improvement in terms of how the facility
 produced and handled its waste streams when the GNA was negotiated. Indeed, the sole
 independent audit performed at the site unearthed concerns with corrosive materials and
73 Feldstein, D. (1998).  Transportation bill increases spending for projects in Texas. Houston Chronicle,
June 10,1998 at 17A.
76 Dawson, B. (1992). 75 facilities promise to cut emissions under state plan. Houston Chronicle,
December 11,1992 at 36A.
77 Dawson, B. (2000). Channelview project seen as model in cutting pollution. Houston Chronicle,
November 15,2000 at 31A.
71 Toxic air releases were 24,218 pounds in 1992 and 25,765 pounds in 2000 (Rhodia did not have any
water, land, or underground injections of toxicants in these years). At the same time total production-
related waste fell from 14,429,232 pounds in 1992 to 9,261,910 pounds in 2000. Supra note 18.
22

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 secondary containment of spills that could have been further explored with residents.
 The facility's permit, reissued on December 14,2000, calls for a five year Source
 Reduction and Waste Minimization Plan in addition to an annual report submitted to the
 TNRCC.   The GNA has provided scant means of involving residents in mandated
 source reduction planning.

 As this agreement was the first of its kind, it most strongly reflects the need to develop
 means of institutionalizing a new relationship, based in large part on information sharing,
 in ways that will encourage further improvements to environmental quality and
 operational efficiency. Nothing in the GNA anticipated the possibility of such joint
 efforts, or how they could be linked to those of neighboring industries. As Rhone
 Poulenc continued to hold community events attended by hundreds of residents, and
 hired a local business leader to offer tours of the plant, residents, particularly senior
 citizens, continued to feel as though an opportunity had been squandered. Carol
 Alvarado, sensing this undercurrent of disappointment, announced in 1997 that she
 wanted to engage nearby industries in talks about ways to reduce routine emissions,
 through a focus on production, technology, purchasing, and updating equipment.80

 Now, the community, without the constant presence of Alvarado and other seasoned
 leaders, has to press for these improvements with a more transient, preoccupied, and in
 some respects assured population than what had endured high-profile accidents in the
 early 1990's. Residents currently lack the assistance of experienced community
 organizers  such as those employed by Texans United. Their new civic club leader,
 employed by Rhodia to help maintain Pizer Park, believes that the plant and other area
 facilities are responsive to the community's requests. At a recent meeting of the civic
 club, members of the Southeast Chapter of Mothers for Clean Air encouraged residents to
 join a local "bucket brigade."81 Their demonstration of how to use the air sampling
 technology was met without a single question or volunteer.  The dozen residents at the
 meeting turned to more immediate concerns, such as traffic safety.

 In 2000, Rhodia successfully renewed its RCRA Permit. CAC approval was used in part
 to request exemption from the required installation of a hydrocarbon and opacity
 monitor.82  Long before renewal, the benefits to Rhodia of structured relations with
 residents were made clear, in the lack of opposition to other minor permit modifications,
 positive media coverage, and accidents that did not result hi legal action or increased
 regulatory scrutiny. Residents negotiating future good neighbor agreements must ask
 themselves: Were the conditions of Manchester, Smith Addition, and Harrisburg
 similarly improved because o/the GNA? In developing the agreement with Manchester
 residents, facility management was  able to anticipate regulatory changes and respond to
 regional trends in a matter that appeared groundbreaking.  Indeed, from the standpoint of
 community-corporate relations at the time, it was. Still, these relations were created at
79 Permit for Industrial Solid Waste Management Site issued under provisions of Texas Health and Safety
Code Ann. Chapter 361, Permit No. HW-50095-001 issued to Rhodia Inc., December 14, 2000.
81 Observation of April 17, 2002 meeting of the Manchester Civic Club.
82 Svpra note 56; Order, Application of Rhodia Inc. for a Regulatory Flexibility Order Exempting Rhodia
from the Requirements of 30 Tex. Admin. Code Sec. 1 1 1.127, July 7, 2000.
23

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 little or no cost to the company over the years when compared with what could have been
 expected of the facility. They also split the most concerned segment of the population,
 the senior citizens, into two groups: representatives who received constant updates and
 developed vested interests in their relationship with the plant, and outsides, who never
 saw their true interests (i.e., health) addressed. In an unstructured, unassisted negotiation
 setting, Rhone Poulenc was able to take bits and pieces of resident concerns and create an
 acceptable proposal given anticipated constraints. Future community-corporate
 negotiations will be judged by the extent to which they can secure and perpetuate resident
 involvement in purposive facility change that goes above and beyond the "projected
 status quo."
24

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               Seeking Good Neighbor Agreements in California
                                     Gregg P. Macey

                                       Parti.

                           "The Piecemeal Agreement"

        The Chevron agreement is interesting because it's basically pieced together from so many
        different pieces of paper, you've got the city council and the air district and the planning
        commission so it's a peculiar thing. Because it's on so many different pieces of paper, it's hard to
        enforce - Richard Drury, Managing Attorney, Communities for a Better Environment

 Background  Rarely has environmental regulation necessitated such an infusion of
 capital funds or the need for timely public participation as the Clean Air Act's (CAA)
 motor gasoline requirements. The regulations, along with the California Air Resources
 Board's (CARB) Phase 2 reformulated gasoline rules, required changes in the
 composition of motor fuels, which in turn forced modifications to the petroleum
 refineries that produced them.1 Industry estimates for the capital costs of complying with
 the CAA Amendments ranged initially from $35-40 billion.  In some cases, it made
 sense for certain refineries to close down rather than upgrade their facilities at
 considerable risk to the company. This potential wave of refinery closings came at the
 tail end of a period of steady decline in the number of refineries operating in the United
 States.  The Department of Energy counted 176 such facilities  in 1994, compared to 301
 in 1982.3 Most of the refineries involved in this wave of closings were small, 50,000
 barrel per day plants that could not justify the high cost of meeting the new product
 standards.  At the same time, demand for refined petroleum products continued to rise, a
 trend that was met by increased capacity and utilization rates at existing plants and
 through a heavier reliance on imported finished products.4
1 Scherr, R.C., Smalley, G.A., & Norman, M.E. (1989). Clean Air Amendments put big burden on refinery
planners. Oil and Gas Journal, 89(23): 35-38; Hadder.G.R. (1992). Future refining impacts of the Clean
Air Act Amendments. Energy, 17(9): 857-868.
2 Cheremisinoff, N.P. (2001). Handbook of Pollution Prevention Practices. New York: Marcel Dekker, Inc.
3 Ibid.
4Khadimally,RA.(1990). Job losses, refinery cuts. Oil and Gas Journal, 90(10): 8.

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 Figure I. Select Richmond Communities and the Chevron Refinery.
                    Chevron
                    Refinery
The new regulations affected the operations of large-scale refiners as well as smaller,
independent (no upstream production capability) firms. Prior to 1990, when the CAA
Amendments were passed, Chevron Corporation ranked 11th on the Fortune 500's list of
America's largest industrial companies, with annual sales of over $25 billion.5 The
corporation owned and operated a massive infrastructure, including five refineries and a
network of service stations on the West Coast alone.6 Other companies relied on this
network for their very survival. For instance, when Chevron decided to construct a
cogeneration plant that would provide electricity for its Richmond refinery, Pacific Gas
and Electric stood to lose more than $60 million annually.7  The city of Richmond, host
to the sprawling, 2,900 acre facility occupying almost an entire peninsula near San
Francisco Bay, received its share of benefits from the refinery.  Twenty percent of the
city's general fund revenues and 44% of the jobs were made possible, directly or
indirectly, through the operation of Chevron's Richmond refinery.8
5 Los Angeles Times (1989). List of Top 500 Industrial Firms. Los Angeles Times, April 5,1989, p. B6,
6 Lee, P. (1989).  Pumping Life into Chevron. Los Angeles Times, December 4,1989, p. Dl.
7 Pelline, J. (1990). Chevron Modernization Outlay Put at $13 Billion. Saw Francisco Chronicle, March 9,
1990, p. Cl; Chevron (1992). Chevron's Largest Cogen Plant Comes to Life After Super Start-up.
Dialogue, 44 (November 1992), p. 1.
8 Hannan, M.D. (1994). Letter to City of Richmond Festival by the Bay from M.D. Haonan, General
Manager, Chevron U.S.A. Products Company Richmond Refinery, January 13,1994.

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 The City of Richmond, chosen as the terminus for the Santa Fe Railroad, was
 incorporated in 1905.9 The region's transportation networks encouraged many
 companies to locate in fee city, including Standard Oil, which purchased 85 acres along
 the shoreline for $15,000 and built the world's second largest refinery in the area in
 1902.10 Standard Oil was followed by Western Pipe and Steel Company shortly
 thereafter.  The residential population of Richmond did not see a substantial increase until
 World War II, when the Kaiser Permanente Shipyard was transformed into a facility
 capable of producing one ship per day.11  The wartime production efforts in Richmond
 encouraged southern black farmers to migrate to the region. Richmond's population
 expanded from 23,642 before the war to over 100,000.   Following the war, African-
 Americans remained in the city.  By 1990, they accounted for roughly 50% of the
 population, while Latino and Asian populations encompassed 15 and 8 percent of the city,
 respectively.13 The city is divided into roughly 40 neighborhoods, each of which
 maintains a neighborhood council that functions as an advisory body to the city council
 and mayor.14 Of the fourteen neighborhoods located closest to industrial corridors, the
 population is between 72 and 94% African-American.15  The comparative location of
 industry and minority residential neighborhoods encouraged an environmental
 organization to draft one of the first empirical studies of environmental inequity, entitled
 Richmond at Risk, in 1989.16

 Despite its contributions to the fiscal health of the city, the presence of one of the most
 profitable companies in the world was not well-received by all in Richmond. By 1982,
 Chevron's Richmond refinery was considered the San Francisco Bay area's largest single
 polluter.17 This distinction was garnered hi a city that played host to a cluster of roughly
 350 petrochemical facilities, including the refinery, Chevron Ortho pesticide plant (now
 General Chemical), Witco Chemical, Airco Industrial Gases, and ICI pesticide plant
 (formerly Stauffer Chemical).18 Each of these facilities handled hazardous waste, with
 Chevron Ortho alone accounting for over 40% of the hazardous waste in Richmond.
 Despite its efforts to reduce toxic wastewater discharges and air emissions, Chevron
 remained among the top five emitters of toxic waste in Contra Costa County in the early
9 National History Day (2000). A Case Study of War and the Transfoimation of Communities; Richmond,
California, www.nati6nalhistorvdav.org/03 educators/2000/richmond.htm. accessed October 1,2002.
10 Diringer, £. (1992).  Big Industry Under Fire in East Bay: Contra Costa County homeowners live in fear
of toxic disaster. San Francisco Chronicle, Jury 6,1992, p. Al.
11 Citizens for a Better Environment (1989). Richmond at Risk: Community Demographics and Toxic
Hazards from Industrial Polluters. Oakland, CA:  CBE.
12 Ibid.
13 Bureau of the Census (1990).  Census data for zip code 94801.
14 City of Richmond (2002). Richmond Active Neighborhood Councils and Groups.
www.kcrt.com/specialfeatures/neighbor/tndex.html. accessed October 1,2002.
15 Reich, P.L. (1992). Greening the ghetto: A theory of environmental race discrimination.  University of
Kansas Law Review, 41: 271.
16Sapranote 11.
17 WUdermuth, J, (1990). Conservationists Sue to  Force US to Set Bay Water Standards: Groups Say State
has Failed to Take.  San Francisco Chronicle, April 18,1990, p. A4.
18 Billiard, R. (1993). Anatomy of environmental racism and the environmental justice movement. InR.
Bullard (Ed.), Confronting Environmental Racism: Voices from the Grassroots. Boston: South End Press.

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 1990's.19 In addition to emitting over 300,000 pounds of toxic waste per year, the
 Chevron refinery experienced numerous accidental releases in the early 1990's.  From
 1992-1994, the facility averaged 45 "episodes," or accidental releases and spills, per
 year.20 These accidents included some high-profile events. Table 1 outlines the episodes
 and regulatory violations at the Chevron Richmond refinery to receive media attention in
 the late 1980's and early 1990's:

 Table 1. Refinery Episodes and Events to Receive Media Coverage, 1988-1992.
 ^^4^^^"n^€w^t^^»w\ii^m^^^^ ^ *    - * *--'    -•
           v j~f «s» 4i* •*<* 1»®! 4ra,T,-J r* "• fj-t » Xffi
          'Vv-ft l^^Mm^^im s&

                    c»w« sweep through Richmond, wafting Bw*y fine gr»y dust from refinery;
Sept 10,1992

Source: Lexis-Nexis search, California newspapers, 1988-1992.

Figure 2 provides an historical account of plant violations and fines assessed for
violations at the refinery by the Bay Area Air Quality Management District. As the
number of violations recorded for the facility rose from three in 1989 to 83 in 1997, the
value of fines assessed fell from an average of over $10,000 to $400 hi the same period.
It was at a peak of agency scrutiny, in 1993, when Chevron began to publicly discuss
desired modifications for the refinery. These improvements including a project designed
to meet the requirements of state and federal "clean fuels" regulations.
20 Personal communication, Bay Area Air Quality Management District, July 20,2001.

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                                  1968  1990  1992  1994   1996  1998  2000
                          Figure 2. Fines Collected by AQMD for Violations at Chevron Refinery,
                                                   1988-2000.
 The Chevron facility
 was part of a network
 of competing
 refineries located in
 areas surrounding the
 East Bay, including
 Exxon, Tosco, and
 Pacific Refining.21
 Shell operated an
 additional refinery in
 neighboring
 Martinez.2   Chevron
 was not the first
 facility to move ahead
 with plans to comply with the Reformulated Fuel Project (RFP).  Pacific Refining
 Company and Shell Oil Company advanced plans for the RFP in 1993. These proposed
 projects gave a regional environmental organization, Citizens for a Better Environment
 (CBE), significant experience in investigating and commenting on project impacts
 stemming from the Clean Fuels program.  A non-profit environmental advocacy group
 composed of organizers, scientists, and attorneys, CBE became aware of the nexus
 between race and environmental quality issues through its research of the Richmond
 community in the late 1980's. Its scientists analyzed each of the environmental impact
 reports issued for the RFP, starting with Shell Oil.

       Shell was our first good neighbor agreement and it was fairly easy. Although Shell's got a really
       bad reputation  in Nigeria and I'm sure that they are doing terrible things. But here in Martinez
       where they have the refinery, they have historically hired from the local community, supported
       local community organizations and have really positive relationships with the community there,
       largely. And they came, they agreed to settle this thing I'd say within a month or two. 1 was
       really surprised.25

CBE found it difficult to mobilize opposition to the project,  although it was ultimately
successful in encouraging Shell to agree to a set of conditions for its receipt of a
construction permit. It relied on a limited group of residents who lived along the
fenceline of the facility, as well as citizen groups such as Communities for a Safe
Environment.

       In the case of Shell, because they have better relations with the community, there  are less people
       who want to take them on. There is a group of folks who live right up next to the fenceline that
       we work with, and they are understandably concerned about emissions and odors that come out,
       but it's a much  smaller group than say the folks who live next to Tosco, where they have had four
21 Pelline, J. (1989). Chevron's Richmond Plan May Hurt PG&E. San Francisco Chronicle, October 5,
1989, p. Bl.
22 Nolle, C. (1990). Tosco Ordered to Clean Up Leak: East Bay Refinery Admits it has Huge Underground
Pool of Crude Oil  San Francisco Chronicle, June 21,1990, p. A6.
23 Interview of Attorney, Communities for a Better Environment (formerly called Citizens for a Better
Environment), June 6,2002, in Oakland.

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        fatalities at that plant over the last two years. Huge explosions, workers literally dying and
        communities getting exposed to all kinds of nasty stuff. So around Tosco, it's easy, around Shell,
        it's harder, and there are other refineries in between.  Chevron's in between.14

 Communities for a Safe Environment (CSE), a citizen group based in Martinez, brought
 prior experience with community-corporate negotiation to the dispute with Shell Oil.
 Their first attempt to secure a good neighbor agreement occurred under conditions that
 mirrored those in Manchester, TX. As in Manchester, Rhone Poulenc sought to build a
 commercial industrial incinerator at its Martinez plant, one of five in operation at the time.

        They're a sulfur recycling plant.  You're really talking about a new use, and you're talking about
        transporting hazardous materials to be burned in their furnace and that got a lot of people upset.
        Rhone Poulenc ended up having an explosion.  Killed one person, severely injured another. But as
        a result of that, they made an agreement with the community and the city council that they would
        not attempt to bring up the issue again of putting the incinerator there. And they also agreed as
        part of this to a settlement with the community and the city where they would provide a million
        dollar settlement and of mat $500,000 would be cash and the rest would be in various types of
        services. A foundation was established as a result of mat and money given through that
        foundation to various groups that applied for grants from there. The other $500,000 was in-kind
        donations. Maybe buying computers for the school, doing some work on the marsh for
        rehabilitation.  They changed all the valves that had that potential. What else did they do? I
        believe there was some relocation because they had to rebuild, mere was some relocation of where
        part of the plant was mat blew up. There was also as a result of that, a reformulation of the type of
        acid mat was coming over from Shell. They actually reformulated that so it had a lower explosive
        point.23

 The good neighbor agreement with Shell, by contrast, focused almost exclusively on
 pollution reduction and monitoring capabilities. In a 77-page response to Shell's EIR,
 CBE outlined the focus of its objections to the project:  Its failure to consider alternative
 approaches that would minimize or eliminate further emissions of volatile organic
 compounds, selenium, coke dust, and other hazardous materials.26 CBE advanced several
 solutions to project impacts, including use of cleaner crude oil, use of bellows valves to
 reduce  fugitive emissions, recycling selenium on-site, reduction of hazardous substances
 on-site, use of early warning systems, rinding an alternative to MTBE (a gasoline
 additive), use of sensitive infra-red monitoring equipment to identify air pollutants, and
 hiring a community technical advisor to monitor implementation. After talks with a CBE
 attorney and CSE, Shell agreed to purchase and sit on $390,000 worth of air pollution
 credits  from nearby San Jose.27 They also agreed to install a fenceline monitoring system,
 the utility of which has been question by CSE members.

        They had a monitor set up at somebody's house. A single beam stretching across and it was very
        primitive and there was an argument as to whether that was the best technology and Shell won and
        the environmental groups lost For what they were testing for, they said it was the best, because
        they said that you can't test for certain types of the chemicals crossing it and that a lot of them
        weren't what you were looking for in the first place. So there would be no point to that.  And they
        were supposed to provide information to the community group and to CBE on an ongoing basis.
34 Ibid.
23 Interview of Board Member, Communities for a Safe Environment, June 5,2002, in Martinez.
26 Citizens for a Better Environment (1993). Comments on Shell Oil Company Clean Fuels Project DEIR,
June 21,1993.
27 Supra note 25.

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         And if that happened it didn't happen with the group. If CBE was provided the information, I
         doubt that they provided much for any extended period of time. Possibly after it was first set up
         and then it sort of fell by the wayside.  As far as I know, the monitor is still there.28

 The Rhone Poulenc and Shell agreements led to the establishment of community advisory
 panels, which in the case of Shell was dominated by former Shell employees.  Still,
 Martinez residents and Shell were able to agree to further improvements that were not a
 part of their good neighbor agreement, including trucking routes and hours of operation
 and the location of a coke storage unit on Shell's property.

 CBE's next intervention occurred in the city of Hercules, where the Pacific Refinery
 issued a draft EIR for its version of the RFP. The project, according to CBE, represented
 a major risk to nearby residents, as it called for the construction of a number of refining
 units previously not in existence at the site: an alkylation complex, an isomerization unit,
 a fluid catalytic cracking complex, a hydrogen plant, and a sulfuric acid reclamation
 complex.29  CBE argued that as these units were put in operation and run in different
 combinations over the course of three years, a growing threat of accidents would accrue.
 The new units were to be placed in close proximity to residences.  Some of the proposed
 units had been implicated in major accidents in the Bay Area, including a sulfuric acid
 reclamation plant model that was responsible for the Rhone Poulenc accident in Martinez
 and a General Chemical release that sent more than 20,000 people to area hospitals.30

 A final experience with community-corporate negotiations before the Chevron project
 occurred between CBE,  residents of Crockett, and C&H Sugar Company, which sought
 to construct a cogeneration unit for the world's second-largest sugar refinery.

        So when we started hearing about how they were going to site this powerplant virtually across the
        street from some of our neighbors, we were appalled.  We couldn't believe that it could happen.
        So I became involved that way more  through, I was concerned with I had one child and I was
        pregnant at the time, and we were concerned about the chemical fallout. We were also concerned
        about the chemicals that they used in the process because they were using an  ammonia and it was
        going to be in a tank that was gonna be situated right on the curve of the railroad track. There
        were several items about the powerplant they were proposing that we thought were crazy to be
        putting so close to a neighborhood of 3200 people... And then as I got into the process I was even
        more upset. Because it was even more reckless in the way that they were trying to put this thing
28 Supra note 25. See also J. May (1993). Memorandum to Keith Howard, representing Shell Oil from
Julia May, Citizens for a Better Environment, September 9, 1993 ("The remote sensor fenceline monitor
pilot project will evaluate either odors, accidental releases, cancer-causing or other toxic ongoing releases,
VOC emissions, or some combination of these. A work plan for the pilot project will be provided by Shell
to CSE and CBE by March of 1994. The pilot project will be installed by October of 1994. The length of
the pilot project will be mutually agreed upon through discussions by Shell, CSE, and CBE.  Shell will
share the data from this project with CSE and CBE.").
29 Alkylation is used to produce high octane gasoline from the isobutene formed during catalytic cracking.
Alkylation joins compounds using either sulfuric acid or hydrofluoric acid catalysts. When sulfuric acid is
used, the sulfuric-acid must be regenerated in a sulfuric acid reclamation plant.  An isomerization unit is
used to alter the arrangement of a molecule without adding or removing anything from the original
molecule. Fluid catalytic cracking uses heat, pressure, and catalyst to break larger hydrocarbon molecules
into smaller, lighter molecules. It can produce more gasoline with a higher octane than previous methods.
30 Citizens for a Better Environment (1993). Comments on Draft EIR for Pacific Refinery, September 24,
1993, submitted to Community Development Department, City of Hercules.

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        up and the return to the community was practically nil. It was for C&H Sugar, and also PG&E
        liked it, because they were going to be sold the excess power. And the state of CA liked it because
        it would be what they considered a co-generation plant, and therefore generating cleaner and less
        expensive energy.  We didn't believe it and we proved it time and time again in front of all kinds
        of people.31

 After ten years of opposition by the town and a citizen group called the Crockett Power
 Plant Committee, the applicants agreed to compensate Crockett residents for the effects
 of the new facility. Compensation came in the form of development of a portion of the
 Carquinez Strait for public access, various community improvements, and the
 establishment of a foundation.32 While the plant was only sited near the town of Crockett,
 the town received a share of the company's property tax payments.  An agreement
 between the companies, Contra Costa County, and Crockett ensured a stream of $25
 million hi corporate donations and property taxes would be available to pay for
 community and public works projects.  The Crockett Power Plant Committee secured
 the agreement after C&H received approval from the state Energy Commission for its
 building permit in April, 1993. Opposition was dropped as C&H went before the state
 Lands Commission in July,  1993.   CBE would model the improvement package that it
 submitted to Chevron in part after the C&H Sugar community fund agreement,

 The Problem. The above interactions  between CBE, residents, and industrial companies
 marked the formative stages of CBE's efforts to negotiate terms of continued operation
 with each oil refinery in the  Bay Area, through a combination of good neighbor
 agreements and consent orders following litigation. Chevron offered the next proving
 ground for this model of citizen-driven environmental regulation. On August 11,1993, a
 Draft Environmental Impact Report (DEIR) was distributed for public review.36 The
 document, prepared by Environmental Science Associates for the City of Richmond,
 outlined the scope of the proposed Chevron Reformulated Gasoline and FCC Plant
 Upgrade Project. The project was announced at a moment of heightened scrutiny of
 petrochemical plants in the Bay Area.  In addition to the accidents listed in Table 1, a
 defining event took place less than two weeks before the DEIR was issued. The General
 Chemical Company, collocated on the Chevron property, was involved in an accident
 similar to what was experienced in the Swansea-Elyria communities in North Denver: a
 safety valve on a railroad car manufactured by GATX Corporation ruptured, sending a
 cloud of sulruric acid over parts of Richmond and thirteen other communities.37 The
 effects of the accident were felt on a far greater scale than during the incident in Colorado:
31 Interview of Member, Shoreline Environmental Alliance, May 31,2002, via telephone.
32 Burreas, C. (1993). Crockett Power Gets Panel Approval, Son Francisco Chronicle, July 30,1993, p.
A22.
33 Ibid.
34 Bancroft, A. (1993). Crockett Power Plant Approved.: Foes say they will Appeal State Energy
Commission's Decision. San Francisco Chronicle, April 27,1993, p. A16.
35 Kay, J. (1993). "Victim" to bill Chevron for Fuels Project: Richmond Requires $60 Million for City
Development. San Francisco Chronicle, December 18,1993, p. A4.
36 Environmental Science Associates (1993). Chevron Reformulated Gasoline and FCC Plant Upgrade
Project, Draft Environmental Impact Report. Prepared for City of Richmond, August, 1993.
37Kisliuk,B.(1993). Toxic Cloud Looks Like a Rainmaker. The Recorder, July 28,1993, p. l;San
Francisco Chronicle (1993). Richmond Chemical Spill.  San Francisco Chronicle, July 27,1993, p. AS.

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 the plume extend fifteen miles, sending more than 24,000 to hospitals and clinics.38 After
 the accident, a study conducted by Rosemarie Bowler, a professor at San Francisco State
 University, compared Richmond residents with a control group from East Oakland.
 Nearly 90 percent of those in the Richmond sample exhibited symptoms of either
 respiratory or skin-related diseases along with numerous emotional problems.  Forty-five
 percent of the Richmond residents also suffered from post-traumatic stress disorder.39
 The accident led to the formation of the Toxic Cloud Task Force, composed of victims of
 the release. It raised numerous questions about the adequacy of the region's early
 warning systems and accident prevention plans. And it encouraged numerous lawsuits by
 victims and environmental groups.40

 As AQMD and other agencies* fines against the Chevron refinery and General Chemical
 peaked, and environmental groups such as CBE honed their skills at extracting
 concessions from area industries, Richmond began to experience a renaissance of activity
 that heightened tensions between heavy industry, commercial activities, and residential
 communities.41 Traffic congestion in Marin County increased the attractiveness of the
 city as a bedroom community.  The opening of the 1-580 connected the 1-80, approaching
 the city from Sacramento, with the Richmond-San Rafael Bridge. The planned
 Richmond Parkway (Highway 93) offered improved access to North Richmond.  High
 profile companies such as Pixar and United Parcel Service began to locate facilities in
 Richmond.   The city sought to recapture its potential for becoming a vibrant
 commercial and residential center. Yet its major landowner, Chevron, continued to
 dominate the landscape. And the city's geography, including vacant lots, boarded up
 storefronts, numerous rail crossings, and heavy truck traffic, belied attempts at
 revitalization.

 In a County known for having one of the nation's highest mortality rates for various
 forms of cancer,43 any proposed facility expansion would likely raise the concerns of
 multiple constituencies.  Chevron's project attracted particularly acute opposition, given
 the company's record, high-profile events, forced agency responses^ and a growing
 confidence among environmental groups that had worked closely with several of
 Chevron's competitors. Early good neighbor agreements with Rhone Poulenc, Shell, and
 C&H Sugar began to  accumulate a sense of what should constitute "standard industry
38 Rosen, R.( 1993). Toxic Racism: Disaster in the Works: The Fight Moves from Saving Wilderness to
Saving Low-Income, Minority Communities. Los Angeles Times, September 5,1993, p. M5.
39 Hallissy, E. (1993). New Study Details Injuries from Spill: Richmond Residents Suffered Stress,
Physical Ailments. San Francisco Chronicle, December 4,1993, p. A21.
40 Kay, J. (1996).  Richmond Plant Safety Pact OK'd: General Chemical, Environmentalists Sign
Agreement on Safeguards at a New Sulfuric Acid Factory. San Francisco Examiner, February 7, 1996, p.
A5.
41 Diringer, E. (1992). Big Industry Under Fire in East Bay: Contra Costa Homeowners Live hi Fear of
Toxic Disaster.  San Francisco Chronicle, July 6, 1992, p. Al.
42 Hall, C.T. (1990). Sun Starting to Shine on Richmond. More Firms Calling East Bay City Home. San
Francisco Chronicle, March 10,1990, p. Bl.
43 Austin, F., Nelson, V., Swain, B., Johnson, L., Lum, S. and Flessel, P. (1984).  Epidemiological study of
the incidence of cancer as related to industrial emissions in Contra Costa County, California. United States
Environmental Protection Agency Project Summary, EPA-600/S1 -84-008. Cincinnati: Center for
Environmental Research, July, 1984.

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 practices" for dealing with the concerns of fenceline communities.  These practices were
 evoked almost immediately when the Chevron RFP, one of the largest capital projects in
 the history of California,44 was proposed.

 From the title of Chevron's DEIR, it should be clear that the project encompassed more
 than a response to new state and federal clean fuels regulations. Indeed, Chevron had
 been discussing plans for a major plant modernization program as early as 1989.45  The
 project, slated to cost over $1 billion, was vaunted as an effort to improve efficiency, cut
 costs, and widen profit margins.46 Chevron even took a special charge against its
 earnings in the fourth quarter of 1989 for future work at the Richmond refinery.47
 Estimated costs of the project ballooned to $1.3 billion by March 1990, as Chevron was
 cutting over 800 jobs in the United States alone.48 The city of Richmond was told that
 the project would generate 3,500 construction jobs and increase Chevron's property tax
 bill from $14 million to $32 million.49  One year later, however, Chevron begun to scale
 back the scope of plant modernization, citing industry uncertainty caused by clean fuels
 and anticipated pollution regulations.50  The DEIR submitted for Chevron's RFP included
 one of the smaller projects mat the company had indicated it would pursue to secure
 some of the improved yields anticipated through the original modernization concept.51
 An upgrade to the refinery's fluid catalytic cracking (FCC) unit52 was proposed along
 with improvements required to conform with CAA and CARS regulations, in an effort to
 "improve the reliability and safety as well as to increase the efficiency of the FCC
 Plant."53 The FCC Plant upgrade was not required to produce reformulated gasoline.

 Thus, the first concern of local and regional environmental groups centered on the
 project's scope, The project contained  elements unrelated to the federally-mandated RFP,
 which were validated in the DEIR by reference to the benefits of the RFP: the use of
 reformulated gasoline would decrease emissions of carbon monoxide, hydrocarbons,
 nitrogen oxide, and sulfur oxide within the County.54 It was further argued that County-
 wide reductions of these chemicals, which are the precursor emissions to paniculate
 matter (PM10), would offset an  increase in refinery emissions of PM10 caused by project
44 Supra note 21.
45 Ibid.
46 Lee, P. (1989). Pumping Life into Chevron. Los Angeles Times, December 4,1989, p. Dl.
47Pelline, J. (1990). Chevron Loses $883 Million: Huge Write-Down is Taken. San Francisco Chronicle,
January 25,1990, p. Cl.
41 Pelline, J. (1990). Chevron Modernization Outlay Put at $13 Billion. San Francisco Chronicle, March 9,
1990, p. Cl; Pelline, J. (1990). Chevron to Cut Jobs, Sell More Properties, San Francisco Chronicle,
February 21,1990, p. Cl.
49 lbid\ Pelline, J. (1990). Chevron Refinery Overhaul to Create up to 3,500 jobs. San Francisco Chronicle,
June 9,1990, p. Bl.
50 Pelline, J. (1991).  Chevron Cuts Back Big East Bay Project. San Francisco Chronicle, March 8,1991, p.
Cl.
31 Ibid.
32 Catalytic cracking uses heat, pressure, and a catalyst to break larger hydrocarbon molecules into smaller,
lighter molecules. It is able to produce more gasoline at a higher octane and with less heavy fuel oils and
light gases.
33 Si^pra note 36, p. I.I.
54 Supra note 36, p. 1.16.
10

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upgrades.  TTie extent of project impacts went far beyond emissions, as illustrated in
Table 2.
TableXPotentiallmpactsoftheChe™^^^
                i   ,
             i!M?re*sed mdastrlal development; intensified bad i^e
                                                    -t. , A  . . —
                                                                    ,..
  Bmntavment    ai
  Sffll si; S = significant; PS - potentially sigmficant; B = benefit

  The noted encouraged the participation of a broad cross-section of Richmond residents,



  well as oral testimony at a hearing held on September 15,1993  J^^^^
                 these comments, we can compare the proposals and ultimate agreement
                 Chevron and several organizations to the broader concerns offce
  Upgrade Proj


  11

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   neighborhood groups. Table 5 lists the concerns of individuals, expressed in writing or at
   an Environmental Assessment Panel meeting. These tables exclude the concerns of three
   orgaruzations that would later negotiate the final terms of project approval with Chevron:
   The West County Toxics Coalition, People Do!, and Citizens for a Better Environment
                                                                    Agencies.
   Bay Area Air Quality Management District
                                                               , NOx emissions calculated at 8247
  Bast Bay Municipal Utility District
  Contra Costa County Community
 Water Conservation District
12

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 Table 4.  Primary Concerns Expressed During EIR Process by Organizations.
 Richmond Annex Neighborhood Council
•   Needs corrective mitigation for use of Richmond Annex segment of
    Cflrison Boulevard for project-related irwk, tenksf? and other heavy
    vehicles,
•   Traffic impacts on Richmond stttte Greets warrant compile
 Point Richmond Neighborhood Council
                                                                    inery
                                             contribution to offset effects on neighbor
                                         •   Cunmlative effects of *ir iaxies in ^ie batrafor front KJje&taond lo
                                         *   "Sacrificial pocket" around the refinery cannot be ignored because of
                                             Project's "dttstance" &om residsstiai areas j^wres Sdlnt Saa^Pabb
                                             ?otet JUchiBQiKl ne%hbois afteady-extFenMly alfe^edfey aoise
                                             Chevron should relocate the city and County telecommunications
                                             installations onto its property as part of mitigations
                                             will see increased demand
                                         •   Hazardous waste lowspoit feyrail along1*580 through Swithwesi
                                             Richmond Annex increases potential spi 1 Is add evacuation needs
                                         *   Recent General Chemical incideut suggests that certain presumptions
                                             lo wind direction, chemical concentrations, and effects of an incident
                                        *    Project will result in new sources of light and glare
13

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Table 5.  Primary Concerns Expressed During EIR Process by Hearing Attendants and
Individuals.
William Collins, Environmental Association
Stcve«:FricdmanP Environmental

«   ? >""  '  •-'•»^'\    _,
Richard Katt, Point Richmond Neighborhood
 Robert Carlson, Toxic Cloud Task Force
                                                        for energy; solar panels could be usod for at least the first
                                                        100 degrees
 Kwasi Harris, Richmond
                                                   *   Opposed to the project; local impacts for regional
                                                       benefits; lower life exi
                                                       due to heavy industry
                 •Q^^^   r r~~*-< V &
              " W'i^,  ,$•>*? ^^?-




Sharon Sims, Richmond
                                                    *   Concerned with Increased long-term risk to the
                                                        community; ne«d a community inspector, property
                                                        values will suffer

 Dennis Spaniel Council of Industries
 Jeffrey Dodge, Oil, Chemical, and Atomic Workers
 Sara BetoS, Point Richmond Neighborhood Council
 14

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 While a broad array of concerns encouraged individuals, representatives of neighborhood
 councils, and citizen groups to question various aspects of the project, systematic
 opposition to the RFP was mobilized by the coalition of three environmental
 organizations mentioned above. The West County Toxics Coalition is a local, member-
 driven environmental justice organization established in 1980 over concerns stemming
 from the Chevron refinery and other industrial land uses.56  Members hail from the City
 of Richmond, while the organization serves Richmond and the adjacent cities of San
 Pablo and El Cerrito.  Henry Clark, himself born and raised hi North Richmond, formed
 the organization as a complement to the predominantly social service groups operating in
 the neighborhood.  WCTC was founded as an environmental organization, specifically
 focused on the unique concerns of environmental justice communities. Having heard
 about the permit process, Clark contacted his allies, CBE and People Do! People Do!
 was composed of residents of Point Richmond, a white, middle-class neighborhood that
 constituted one of the four most proximate communities to the Chevron refinery. People
 Do! described itself as a "community coalition dedicated to working with Chevron to
 achieve an equitable share of public improvements and adverse impact mitigations for the
 continued operation and upgrading of the Chevron Refinery."57  Its president, Tom Butt,
 was the first to accuse Chevron of "piecemealing" its modernization efforts -  seeking
 approval of small segments of the originally intended project - in order to avoid an
 evaluation of the cumulative impact of plant changes.   The two groups joined CBE in
 offering extensive commentary on the DEIR and working with various neighborhood
 councils to incorporate their interests into a "Community/Environment Improvement
 Package," proposed to Chevron and then the Richmond Planning Commission. CBE's
 lead community organizer for the project describes the organizing process:

        The process started with making all of the neighborhood councils and existing groups that we
        thought might be interested aware of this project coming through and die opportunity for a good
        neighbor agreement.  There were a bunch of meetings with those groups to get them involved
        including the Chevron Community Advisory Panel, and then those groups participated in these
        meetings with Chevron to understand the project better and give them our ideas of what they
        needed to do to make the project acceptable. These are meetings between the groups and the
        company. There were public meetings as the outreach started, to the neighborhood councils,
        saying this is happening, mis is what Chevron is proposing, these groups are joining together to
        negotiate with Chevron to try and improve the project, we want to be involved, here's how you
        can be involved, and again you tend to get a self-selected group out of that Who represents their
        neighborhood council, their CAP, their organization, mat becomes part of essentially like a
        steering committee and you proceed with the company. Generally [the companies] will make
        some changes.  I think in Chevron's case there were little or none mat they agreed to."

Organization representatives differed slightly in their depiction of the extent of
community-corporate interaction before the hearing process began.  Yet it is clear that
discussions with Chevron did not yield concessions. CBE, WCTC, and People Do! were
left to meet with members of the Richmond Planning Commission, charged with
56 Interview of Member, West County Toxics Coalition, June 5,2002, in Richmond.
57 People Do! (1993). Response to the Draft Environmental Impact Report for the Chevron Reformulated
Gasoline and FCC Upgrade Project. September 23,1993.
58 Ibid, p. 7.
99 Interview of former Organizer, Communities for a Better Environment (formerly Citizens for a Better
Environment), June 4,2002, in Point Richmond.
15

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 approving a conditional use permit for the project. A letter from these organizations to
 the General Manager of the refinery on November 29,1993 expresses their frustration
 with the extent to which their concerns had been considered.60 The groups cancelled a
 scheduled meeting with Chevron and requested a written response to their demands,
 which focused on community development, accident prevention, air and water pollution
 prevention, and improved environmental assessment and monitoring. No further
 communications occurred.

 Before we consider the permitting process which led to an agreement between
 environmental groups and Chevron, let us contrast the concerns of these organizations
 with those expressed during the DEIR public comment period. This will give us a sense
 of the extent to which broader interests of Richmond stakeholders were incorporated into
 the Improvement Package, Commission  and Council decisions, and a Memorandum of
 Understanding signed between Chevron, CBE, WCTC, and People Do! at the final stage
 of the permitting process.  Agencies that commented on the project expressed relatively
 isolated concerns linked to organizational mandates and limited jurisdictions. These
 included an array of traffic and transit issues as well as land use considerations. Only the
 Air Quality Management District and West Contra Costa County School District raised
 specific concerns regarding the project's potential to increase emissions, with the former
 concentrating on the DElR's failure to adequately consider best available control
 technologies (BACT).  By contrast, organizations, including neighborhood councils and
 regional environmental groups, broadened the scope of environmental impacts that they
 considered important and inadequately addressed. Traffic and other nuisance concerns
 predominated in some councils, while others joined environmental groups in
 characterizing the project's disproportionate impacts on a "sacrificial pocket" of residents
 near the site.  The inadequacies of public services, including police, fire, and emergency
 response capabilities, were also priorities of commenting organizations. Individuals who
 commented on the DEIR offered a better cross-section of the city that would be
 mobilized by both sides for subsequent commission and council hearings. Here, we get
 the first sense of outright opposition to the project, in addition to accounts of residents'
 experience with the facility (e.g., "overproduction at night")- A number of individuals
 represented organizations with an interest in the construction and permanent jobs
 promised by the project. Finally, several North Richmond social service organizations
 spoke in favor of the project. The Neighborhood House, for instance, characterized the
 project as "an opportunity  to develop a partnership" with the company.62

 By contrast, the three major environmental groups offered lengthy, extremely detailed
 responses to the DEIR, outlining their rationale for specific mitigations to refinery
 equipment and processes (CBE/WCTC) and for general and site planning considerations
 to improve public access, scenic routes, conservation, transportation, and recreation
60 Leedie, M., Clark, H., Eels, S., & Butt, T. (1993). Letter to Michael Hannan, General Manager, Chevron
USA, Inc. from Michael Leedie, West County Toxics Coalition and CBE, Henry Clark, West County
Toxics Coalition, Sarah Eels, Chevron CAP, and Tom Butt, People Do!, November 29,1993.
61 Eeles, S. (1993). Comments - Chevron Reformulated Gasoline and FCC Plant Upgrade Project.
Submitted to Jim Farah, Director, Planning Department, City of Richmond, September 27,1993.
K Supra note 55.
16

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  opportunities (People Do!).  CBE/WCTC provided an account of "significant impacts
  omitted from or underestimated in the current DEIR."63 These included:
         The assumption that crude oil high in selenium and sulfur will not be used in the future, when no
         such commitment has been made
         An improper characterization of the site's accident history, rendering the DEIR's depiction of the
         project's "environmental setting" inaccurate
         An underestimation of existing health risks posed by the presence of other hazardous facilities in
         the area, which constitute a "toxic soup" in the city
         A portrayal of baseline emissions at the existing facility that resulted in an underestimation of the
         impacts of the proposed project
         An inaccurate assumption that a CO boiler will be in place to reduce emissions when Chevron
         planned to remove the boiler from the site
         Failure to propose mitigation measures that would reduce an expected increase in VOC and NOx
         emissions, each by over 150 tons per year
         Failure to consider the impacts of toxic air emissions by considering the project's impacts together
         with other sources of emissions in the area
         Failure to account for emissions resulting from the refinery's increased production levels
         Failure to consider the true scope of impacts on water quality in the Bay, particularly through
         selenium discharges
         An underestimation of the risk of accidents
         Failure to consider the effects of the project on urban deterioration in the city (decreased property
         values, residential flight, and decreased quality of life)
         Lack of an adequate mitigation monitoring program to ensure that mitigations are properly
         implemented
 In response to these deficiencies in the DEIR, CBE/WCTC proposed a series of
 mitigation measures for the proposed project:

     •   The use of bellows valves in bom the proposed project and the existing refinery would mitigate
        VOC emissions increases from the new project. Low-leakage bellows valves, hermetically-sealed
        control valves, and relief valves vented to a gas recovery system are all feasible technologies in
        use at area facilities such as Shell Oil in Martinez. Bellows valves are particularly useful in
        reducing fugitive emissions
     •   Control technology such as those listed above will reduce or prevent flaring, and the visual, noise,
        and emission impacts of the practice
     •   Replacement of perchloroethylene with hydrogen chloride to avoid the risk of phosgene (nerve gas)
        formation  in the event of a fire
     •   Revised methodology for risk of upset calculations is needed
     •   Creation of a community development fund, a job training program, a guarantee for construction
        jobs, and an environmental fund to improve Richmond's environment would mitigate the urban
        degradation experienced due to the proposed project
     •   A mitigation monitoring program mat includes a community technical advisor and fenceline
        monitoring (remote sensors using infrared or laser technologies to measure refinery emissions
        including VOC's)
     •   WCTC added a separate list of mitigations, including use of best available control technology,
        long-term health assessment, increased recycling and reuse of materials, a community alert
63 Citizens for a Better Environment (1993). Chevron Reformulated Gasoline and FCC Plant Upgrade
Project - Comments on Draft EIR. Submitted to James Farrah, Planning Director, Richmond Planning
Department, September 27,1993; See also West County Toxics Coalition (1993). Chevron Reformulated
Fuels and FCC Plant Upgrade Project Draft EIR Written Public Comments. Submitted to Jim Farrah,
Planning Director, City of Richmond, September 24,1993.
17

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        network including sirens and public education, a community development fund, and upgraded
        evacuation plans.

 People Do! focused on the power of the city of Richmond to impose conditions on the
 project beyond what would be allowed under the California Environmental Policy Act.
 The first such power was the ability to issue a conditional use permit (CUP). The
 Chevron refinery required a CUP because its use was considered one of the uses "which
 may be obnoxious or offensive by reason of emission of odor, dust, smoke, gas, noise,
 vibration, and the like."64 The Planning Commission has the power to

        Impose such conditions, including but not limited to, a time limitation on the effectiveness of the
        use permit, as it deems necessary to protect the best interests of the neighborhood property or
        neighborhood and to carry out the purposes of the Zoning Ordinance and the Richmond General
        Plan/"
65
 The interests of Point Richmond, the Iron Triangle, and North Richmond are evoked as
 those most directly tied to the conditions that People Do! asked the city to levy on the
 proposed project. In addition, People Do! suggested that the project would have to
 undergo a Site Development Review, the purpose of which is to

        Promote orderly, attractive, and harmonious development, recognize environmental limitations on
        development, stabilize land values and investments, and promote the general welfare by
        preventing establishment of uses or erection of structures having qualities which would not meet
        the specific intent clauses or performance standards of this Chapter or which are not properly
        related to their sites, surroundings, traffic circulation, or their environmental setting.

 People Do! proceeded to link general categories of the Richmond General Plan and
 Shoreline Conservation and Development Strategy with proposals for improved:

        Public Access: Focused on developing the recreation potential of Point Molate beach, improving
        a series of shoreline parks and scenic routes, requiring public access to regional trails and the Bay.

        Public Use Facilities: Focused on the need to acquire, develop, and manage trails, fishing sites,
        beaches, parks, viewpoints, and public recreation areas.

        Scenic Routes, Appearances, and Views: Focused on the Scenic Routes element of the General
        Plan and its policies toward maintaining rights-of-way and coordinating improvements of scenic
        routes, with specific proposals for the coastline near the refinery.

        Shoreline and Wildlife Conservation: Focused on how the enforcement of existing ordinances and
        conditions of approval for refinery expansion could encourage wildlife preservation, weed
        abatement,  landscaping and vegetation to improve the appearance of the area, and hillside
        conservation strategies to mitigate the appearance of hillside tank farms.

        Transportation: Focused on recreational corridors, bikeways, trails, and the encouragement of
        alternative ways for the public to reach the shoreline.
HRMC15.04.140.A.39h.
63RMC15.04.190.C.5.
66RMC15.04.20S.A.
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        Recreation: Focused on the above access issues as welt as the establishment of shoreline sites or
        piers for public fishing.

 In general, People Do!*s proposals were aimed at improving appearance, access, and use
 issues for the peninsula on which the refinery was located and surrounding areas. A
 pictorial account of Chevron's property and its effects on its vicinity depicts "no
 trespassing" signage, piping in need of concealment, enfencement problems (particularly
 as they related to shoreline access), overhead power lines, and other nuisances in need of
 abatement.

 The interests expressed by CBE/WCTC and People Do!, including reduced emissions and
 improved appearance and access, factored heavily into two versions of a
 Cornmumty/Environment Improvement Package that were used to frame discussions with
 Chevron (Fall, 1993), presented to Richmond's Environmental Assessment Panel
 (December 8,1993), and then rewritten and submitted to the Planning Commission
 (proposal 2).67 Here, we find the first evidence of a push to commit Chevron to a
 community development fund, modeled after Crockett's settlement with C&H Sugar.
 The idea of a fund also came from California statutes, which permitted cities and counties
 to levy up to a 10% tax on gross receipts of hazardous waste facilities.68 Below is a
 comparison of the proposals, which received the support of the Toxic Cloud Task Force,
 the Richmond Neighborhood Coordinating Council, a majority of the Chevron
 Community Advisory Panel, the Point Richmond Neighborhood Council, and the May
 Valley Neighborhood Council, in addition to the above three organizations.
67 West County Toxics Coalition, Citizens for a Better Environment, & People Do! (1993). Media Release:
Richmond Neighborhood Coordinating Council Unanimously Endorses Grassroots Effort to Clean-up
Chevron Fuels Project. December 7,1993 (proposal 1); Citizens for a Better Environment (1993).
Additional Conditions of Approval, Final Draft, December 15,1993 (proposal 2).
68 Kirk, M.A. & Wade, C.L. (1997). A taxing problem for environmental justice: The tax money from
Hazardous Waste Facilities. Stanford Environmental Law Journal, 16: 201-255. hi California, general
law cities or counties are able to levy up to a 10% tax on the gross receipts of hazardous waste facilities.
The first tax, effective since 1981, allows a city or County to impose a license tax of not more than 10% on
a Class I hazardous waste incinerator.  The second, effective since 1986, authorizes cities and counties to
levy a tax on offsite, multiuser hazardous waste facilities.
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Table 6. Comparison of Proposed Conditions of Approval Submitted by Coalition.
         ,     -
Community     Independently managed community development    Design and fend cleanup program for open
Development   foundation: clinic to^erve t*siden» of North        space, shoreline, and roadways surrounding
              Richmond and to conduct toqpM health         refinery which w»l conform to applicable
              assessment 
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 In fact, no fewer than six proposals and agreements were exchanged between Chevron,
 the Commission, the Fire Department, and the coalition on the day of the CUP hearing.
 The refinery reached agreement with the Fire Department to address training and
 equipment that the project would require.70 Chevron provided legal arguments to the city
 as to Richmond's compliance with CEQA, which had been called into question by
 CBE.71  An Alliance Agreement was reached between Chevron and the city to give
 priority for materials purchasing for local and minority owned businesses.    The
 company responded to allegations of increased hydrocarbon emissions by citing previous
 emissions reductions banked with the AQMD and proposing to add a condition to the
 CUP offering additional voluntary reductions.73 Most importantly, Chevron responded to
 proposal 1, which the coalition had presented at the Environmental Assessment Panel.

 A look at Chevron's response to the  coalition's demands as well as the city planning
 staffs report on the project and its proposed mitigations suggests that the company made
 numerous concessions (or reaffirmations of steps that were already underway) before the
 hearing.  Here are a few of those concessions:

        Chevron will agree, as outlined in the City staff's proposed additional condition H.1 for the CUP,
        to keep abreast of progress made in the remote sensor fenceline pilot project which will be
        undertaken at the Shell Martinez Refinery.  If something successful is developed, we will adapt it
        to the Richmond Refinery.

        Chevron is a member of the Contra Costa County Community Notification Committee. The
        committee has  recommended, and the County Board of Supervisors has approved, a phased
        program for installation of a County-wide emergency notification system which includes
        installation of sirens.  Chevron will fund its fair share of the cost of implementing the plan for
        community notification.

        [Planning] staff has recommended mat we be required to landscape several different areas within
        the Refinery and along the refinery perimeter. The perimeter landscaping will serve to screen
        views of refinery equipment from public view... We agree to do this landscaping as recommended
        by City Staff as conditions for CUP approval.
 70 Chevron Richmond Refinery Plant Protection (1993). Fax to John Walker, Richmond Fire Department,
 Re: Agreement, December 16, 1993.
 71 Buskirk, R.E. (1993). Letter to Malcolm Hunter, Esq., from R.E. Buskirk, Re: Chevron Richmond
 Refinery Reformulated Gasoline and PCC Plant Upgrade Project, December 16,1993.
 72 Williams, P.S. (1993). Letter to Planning Commission, City of Richmond from P.S. Williams, Manager,
 Environment and Safety, Chevron, December 16,1993.
 73 Hannan, M.D. (1993). Letter to Jim Farah, Planning Director, City of Richmond, from M.D. Hannan,
 General Manager, Chevron U.S.A. Products Company Richmond Refinery, December 16,1993.
 Chevron's proposed efforts to reduce emissions included a commitment to take "one or more of the
 following actions":  a. Limit FCC Unit Combustion hydrocarbon emissions to their current level by
 designing and operating combustion equipment in the modernized FCC Unit to provide operating
 conditions such as temperature and residence time to maximize thermal destruction of hydrocarbons; b.
 Permanently shut down and surrender the operating permits for any refinery facilities which were included
 in the EIR1992 Inventory and for which the resulting emission reductions have not previously been banked
 with AQMD; c. Retrofit tanks built prior to 1979 with low emission fittings; and d. Reduce fugitive
hydrocarbon emissions from certain tanks, valves, pumps, and/or compressors to a level below that
required by current regulations. A combination of the above measures, it was claimed, would reduce the
project's net hydrocarbon emission increase from 830 Ibs/day to zero or less prior to project startup.
21

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        There has been much debate about the City's authority to require mitigations from within the
        existing refinery.  The debate has principally focused on demands to mitigate the 150 tons per year
        (or 830 Ibs/day as stated in the EIR) hydrocarbon emissions increase due to the project. To
        eliminate community concern on this matter, even though we agree that mitigations outside the
        project are not within the City's jurisdiction for this project-permit, Chevron has shown good faith
        to the City and community and voluntarily agreed to fully mitigate the 1 SO tons per year
        hydrocarbon emissions increase before project start-up.7

        The RFC project itself will be mitigated to the maximum extent feasible by application of best
        available control technology by the Bay Area Air Quality Management District and other
        measures (such as bellows valves) imposed on the project by the city.  Staff Report, Attach. A, pp.
        3-4."

 Some of these concessions were presented to planning staff in the form of language for
 changes to the Planning Department's proposed Conditions of CUP Approval and
 Mitigation Monitoring Program.76 Taken collectively, Chevron's concessions and the
 wide-ranging mitigation measures proposed by planning staff were responsive to many of
 the demands made by citizens and organizations throughout the EIR process. Examples
 include landscaping the tank farm area and Castro Street, improvements to Point San
 Pablo, contributions to the city's Urban Forest Management Program, experimentation
 with fenceline monitoring, job creation, installation of a community alert system, use of
 best available control technology, traffic reductions, prohibited use of Carlson Boulevard
 by construction traffic, dust abatement for fugitive dust emissions, truck coverage,
 minimized exhaust emissions, and the reduction of hydrocarbon emissions through a
 variety of measures.77  Still, the planning staff rejected important elements of the
 coalition's demands (found in proposal 1), on the basis of the need for a "nexus" between
 conditions of approval and the project's impacts. This argument was based on the case of
 Nollan v. California Coastal Commission,  which established the following analysis for
 determining the reasonableness of a permit condition:

        1.  Is the purpose of the regulatory/conditioning action a "legitimate government purpose?" and
        2.  Do the means used to achieve the objective "substantially advance" the intended purpose?
              a.  Does the type of condition imposed address the same type of impact caused by the
                  development?
              b.  Is die condition reasonable and fair relative to the burden created by the
                  development?78

 Regardless of whether the project contributed a disproportionate burden to the residents
 of North Richmond, the city argued that it was not allowed to impose conditions that
 would shift public benefits to those who could only "speculatively" benefit from them.
 Thus, conditions such as the community development  fund, improvements to areas not
 impacted by project elements, or relocation of electronic facilities unrelated to the project
74 Supra note 72.
73%v
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 from Nicholl Knob were not offered by staff. In addition, it was not clear to staff how a
 community inspector could be chosen and the Department assured of their qualifications
 vis-a-vis the areas of expertise required to deal with a complex refinery. That condition
 was also excluded from the planning staffs recommendations.

 By the time the Planning Commission hearing was held on December 16,1993, it was
 clear that the planning staff had addressed a broad range of concerns for the RFP. It was
 also apparent that the most vocal members of the opposition, including CBE, WCTC, and
 People Do!, had succeeded in encouraging Chevron to make several important
 concessions, some of which they were in the process of making prior to the issuance of
 the coalition's first proposal.  The hearing marked another opportunity for give and take
 between the applicant and the permitting body, which occurred after 19 people spoke in
 favor of the project and 20 spoke in favor with additional conditions. Proponents
 included local businesses with good relationships with Chevron, social service
 organizations reliant on the company for donations, equipment, and expertise, and union
 representatives satisfied with the mitigations or interested in jobs that the project would
 create.  Those in favor with additional conditions, led by Henry Clark of WCTC,
 reiterated the ten point program (proposal 2) that had been sent to the Commission that
 day.  They also placed the proposed community development fund in the broader context
 of Chevron's County-wide annual giving. More importantly, they evoked linkages
 between local increases in air pollution and the conditions of urban blight. These
 connections, in addition to case law established after Notion, were used to argue for a
 nexus between the community development fund and the proposed project.  It was also
 suggested that the fund would help the city avoid the appearance of adopting only
 mitigations that promised to add to the general fund (such as tree planting and other
 public works efforts). The second group of speakers had no knowledge of the new
 measures proposed by Chevron to reduce hydrocarbon emissions or attempt fenceline
 monitoring, issued that day as well.

 A final exchange between planning commissioners and the applicant was used to refine
 the mitigations proposed in the planning staff report.79 Commissioner Edwards asked the
 applicant if Chevron was willing to meet with opponents again. The refinery's
 environment and safety manager responded by stating that numerous meetings had led to
 the concessions under consideration. The  commissioners proceeded to question the
 manager on the coalition's ten point program and the extent to which the refinery "could
 live with" each point.  The primary point of contention concerned whether Chevron could
 meet its proposed emissions reductions, which Chevron staff claimed was a task for the
 city's mitigation verification plan as well as AQMD monitoring staff.  Pete Williams,
 representing Chevron, explained the efforts underway for topics addressed by most of the
 ten points, evidencing particular opposition to the community development fund and
 coalition efforts to hold the refinery to "no net increases" in emissions, regardless of
 crude oil type used at the facility.
79 City of Richmond (1993). Conditional Use Permit Application CU 93-40 CPC Meeting of December 16,
1993 Proceedings. Prepared by Deborah Neville, CSR No. 9703.
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 It was clear from commissioner responses that several disagreed with the planning staffs
 interpretation of the nexus between some of the coalition's proposals and the project.
 One commissioner argued:

        Much of the community fund decision is obviously an idea that is very dear to the citizens1 hearts.
        And I think that to say that a project of this magnitude does not affect the community around it, I
        can't agree with that.  I can understand the legal argument, but I can't agree with it. I can also
        understand and agree with the legal argument which in fact calls for a direct relationship between
        the two. I could suggest to my other commissioners on the board that perhaps 9 percent is an
        onerous figure, that it might be reduced to five percent.  That would be 30 million dollars at a
        million dollars a year. Although I know that Chevron would - may not want to involve itself in
        that kind of funding, I would suggest to Chevron that perhaps it would be in their best interest to
        consider it for the community who has been with you and by you and supported you for the past
        80 years and will do so for the next 30 to SO years. That it might be something that you might
                   •     ftfl
        want to acquiesce.

 A motion was made several minutes after public testimony ended.  It called for approval
 of the staff report along with additional conditions, which constituted all of the coalition's
 demands (proposal 2) with the exception of site relocation of the telecommunications
 facility from Nicholl Knob.  Commissioners were in agreement that it would be most
 difficult to establish a nexus argument for that provision. A provision relating to job
 training for Richmond residents taking jobs at the facility was added. While some of the
 commissioners believed that the community development fund and the proposed study of
 clean alternative energy sources also failed the nexus test, the motion passed by a vote of
 6-3 and the CUP was approved.81

 The refinery appealed the Commission's decision to the City Council.  The appeal called
 for modification of the CUP by deleting "unlawful, arbitrary, and capricious" conditions
 added with "no substantial evidence" that they would mitigate elements of the RFP
    •    82
 project :
        Independent expert chosen by Chevron's community advisory panel
        CAP consents to the selection of an independent consulting firm that will prepare periodic reports
        of Chevron's compliance with the CUP
        $50,000 per year contribution to city's Urban Forest Program
        Use of a different baseline to compute air emissions
        Use of "all available means throughout the refinery" to achieve no net increase in emissions
        Elimination of routine flaring and utilization of the quietest flare system available to reduce noise
        from flaring
        Installation of fenceline remote laser or infrared monitoring system for detection of chemical
        releases (Chevron argued mat mis system was not yet in existence for application at the refinery
        and reiterated its intentions to pursue a system "adequately tied to the developing nature of the
        technology")
        Achievement of "no net increase" in air or waterbome emissions should different types of crude
        be used at the refinery
80 Ibid. p. 130.
81 Kaufman, N. (1993). Memorandum to Mayor Corbin and Members of the City Council, Re:  Conditional
Use Permit for the Chevron Refinery Reformulated Gasoline and FCC Plant Upgrade Project, December 23,
1993.
82 Chevron U.S.A. Products Co. (1993). Conditional Use Permit Appeal, December 27,1993.
24

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     •   All relief valves in the refinery vent to containment
     •   Development of a fund for cleanup of open space, shoreline, and roadways surrounding the
         refinery complex
     •   Annual contribution based on 9% of annual construction costs to a community foundation
         independently managed by residents for general educational, health, economic and public safety
         programs
     •   Refinery-wide study of clean alternative energy sources and a study of technical and economic
         feasibility of future voluntary emission reductions

 Intense lobbying of the City Council ensued. The Chevron community advisory panel,
 which had endorsed proposal 1 by majority vote, agreed to unanimously back proposal 2
 and urged Chevron and the Council to "recognize the full impact of the project on
 business, schools, housing, property values, health, and overall quality of life."83
 Subsequent correspondence suggests that it was at this point that the Mitigation Task
 Force began to operate independent of the broad array of citizen and environmental
 groups involved at various points of the permitting process.  Below is a summary of the
 activities of major stakeholders prior to the City Council meeting:

        Mitigation Task Force (People Do!, WCTC, CBE): Reaffirmed the coalition's backing of the
        actions of the Planning Commission; requested a continuance of the public hearing for 45 days to
        allow additional study and review of Planning Commission's approval of additional conditions;
        requested mat planning staff carry out additional research to support the additional conditions by
        the Commission; asked the City Council to adopt a resolution encouraging Chevron and the
        coalition to "enter into negotiations to find a mutually acceptable resolution which will avoid a
        confrontational vote by the City Council and the virtually certain prolonged litigation that would
        follow such a vote; prepared a detailed response to the Chevron appeal arguing for a rational nexus
        between the CUP conditions and the RFP; mobilized residents and neighborhood council
        representatives in order to lobby City Council members;85 promoted a common understanding of
        the links between the Commission-accepted community foundation and conditions in North
        Richmond;86 and answered Chevron's legal arguments against the Commission's decision in
        letters to the City Attorney.87
 83 Chevron Community Advisory Panel (1993). Letter to Mike Hannan, General Manager, Richmond
 Refinery from The Community Advisory Panel, December 30,1993.
 84 Butt, T. (1994).  Letter from Mitigation Task Force to Mayor Corbin and Members of the City Council,
 January 19,1994; Butt, T. (1994). Response to Chevron Appeal of Planning Commission CUP 93-40,
 January 18, 1994.
 85 West County Toxics Coalition (1994).  $60 Million Dollars for Improving Education, Jobs, and Health in
 Richmond. Flier published by the West County Toxics Coalition, January 10,1994.
 86 Mitigation Task Force (1994).  Chevron Funded Richmond Community Foundation (no date). Argues
 the area downwind from the refinery is characterized by "schools with the lowest test scores in the West
 Contra Costa Unified School District and some of the lowest test scores in California; families with some
 of the lowest income levels in Contra Costa County, particularly among ethnic minorities; highest crime
 rate in the City of Richmond; highest level of health problems in the City of Richmond, including AIDS;
 and some of the lowest property values in the Bay Area" (p. 1). It was argued mat "the concentration of
 myriad social, economic, and health problems in north and west Richmond would not exist were it not for
 the Chevron Refinery and associated industries" (Ibid, emphasis in original).
 87 Drury, R.T. (1994). Letter to Malcolm Hunter, Esq., City Attorney from R.T. Drury, Staff Attorney,
 Citizens for a Better Environment, Re:  Chevron Richmond Refinery Reformulated Gasoline and FCC
 Plant Upgrade Project Appeal (CUP 93-40), January 21,1994 (Counters arguments against the "rational
nexus" between the approved mitigations and the RFP project: mitigations for harms not specified as
 significant  in an EIR can be included as long as they bear a rational relationship to a harm posed; state and
federal law stands as no obstacle to creation of a community fund; city's nuisance powers allow for
25

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         Richmond Planning Staff:  Prepared findings relating to the Planning Commission's vote to
         approve the CUP, noting inconsistencies in the Commission's approval of the project with the
         added conditions. The staff maintained its original recommendations. Inconsistencies were noted
         between the Commission's emphasis on hiring Richmond residents and the Alliance Agreement
         between the city and Chevron, requirements to use an appropriate emissions baseline without
         specification of how baselines should be corrected, requirements to install a "non-proven
         [fenceline monitoring] system prior to project completion" (borrowing the language of Chevron's
         appeal), requiring '"no net increase" irrespective of crude oil type when the EIR stated that crude
         type is "not a factor," and requiring that relief valves be vented to containment when certain
         venting was viewed as illegal.88

         Chevron: Advanced rational nexus (particularly for the proposed foundation), unlawful
         delegation of municipal authority (e.g. the city's requirement that Chevron fund an independent
         monitor of compliance with the CUP), illegal special tax (fees levied to replace revenues for
         general public services are suspect as disguised taxes), and other legal arguments for overturning
         the Planning Commission's conditions of approval;89 advanced commitments Chevron would
         agree to make regarding on-going refinery operations and a rive point program "responding to
         other concerns of the community in general";90 and mobilized residents and organizations to lobby
         the City Council prior to the scheduled hearing.91

         AQMD: Expressed concern about the delay that the planning process would have on Chevron's
         timely compliance with CAA and CARB requirements; commented to Planning Department on
         the appropriateness of the Community Inspector proposal made by the coalition; urged caution in
         requiring that Chevron install remote sensing technology; explained that some flaring is necessary
         to minimize pressure build-up in some refinery vessels; explained that AQMD regulations already
         required "no net increase" in facility-wide emissions in connection with refinery modification,
         regardless of the type of crude used; discussed comparison of the Chevron project and Shell's RFP
         project in terms of scope and mitigations.93
mitigations that supplement use of broader police powers; monetary exactions are not special taxes; health,
education, and safety impacts clearly supported by the factual record).
88 Richmond City Planning Department (1994). City Council/Committee Agenda Request.  Prepared by
Nancy Kaufman/Jim Farah for Committee Review on January 19-20,1994.
" Buskirk, R.E. (1994). Letter to Malcolm Hunter, Esq.. City Attorney from Ronald E. Van Buskirk, Re:
Chevron Richmond Refinery Reformulated Gasoline and FCC Plant Upgrade Project - Appeal to City
Council (CUP 93-40), January 18,1994; Buskirk, R.E. (1994).  Letter to Mayor Rosemary Corbin and
Members of City Council from Ronald E. Van Buskirk, Re: Chevron Richmond Refinery Reformulated
Gasoline and FCC Plant Upgrade Project - CU 93-40 - Appeal to City Council, January 24,1994.
90 Hannan, M.D. (1994). Letter to Rosemary Corbin, Mayor, from M.D. Hannan, General Manager,
Chevron U.S.A. Products Company Richmond Refinery, January 24,1994.
91 An example of Chevron's mobilization tactics can be found in Hannan, M.D. (1994). Letter to City of
Richmond Festival By the Bay from M.D.  Hannan, General Manager, Chevron U.S.A. Products Company
Richmond Refinery, January 13,1994 (urging members to contact the mayor or City Council in support of
Chevron's appeal and providing "sample letter instructions" for a letter writing campaign); See also
Chevron Corporation (1993).  Press Release:  Chevron Asks Richmond City Council to Reject Conditions
for Richmond Refinery Cleaner Fuels Project, December 27,1993  ("One condition alone would extract $54
million in cash payments unrelated to the project, putting Richmond at a competitive disadvantage with
other Bay Area refineries undertaking similar work").
" Feldstein, M. (1994). Letter to Jim Farah, Planning Director, City of Richmond from M. Feldstein, Air
Pollution Control Officer, Bay Area Ah- Quality Management District, January 13,1994; Feldstein, M.
(1994).  Fax to James Farah, Planning Director, City of Richmond  from M. Feldstein, Air Pollution Control
Officer, Bay Area Air Quality Management District, January 1,1994; Bragden, H. (1994), Memorandum
to Tom Powers, Bay Area Air Quality Management District from Harvey Bragden, Contra Costa County
Community Development Department, December 22,1993.
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         City Manager: Presented the mayor and City Council with a summary of Chevron's resent
         involvement in city-related activities, including direct impact on the economy, construction
         assistance with the Richmond Parkway, employment by Chevron contractors, and the company's
         philanthropic and volunteer programs.93

         Lawyers' Committee for Civil Rights: Urged the City Attorney to uphold the Commission's
         mitigation measures; presented findings in support of the measures.94

 As the City Council hearing date approached, the deadline for compliance with federal
 reformulated gasoline standards drew near (January 1,1995, less than one year away).
 The deadline for gasoline sold in California to meet state standards was March 1,1996.95
 Most interesting among the pre-hearing activities listed above was Chevron's proposal
 for a "binding, legally enforceable agreement between the City and Chevron," to include
 general commitments as well as a five point plan tailored to some of the concerns raised
 during the EIR process (the last five bullets below constitute the five point program):
         Manage refinery operations to minimize flaring and flare noise
         Keep track of fenceline monitoring pilot program at Shell refinery and install a similar pilot
         system if Shell's proves successful
         Maintain emission goals should a change in crude type processed at the refinery be made in the
         future
         Vent all hydrocarbon relief valves to the refinery relief system as long as AQMD cost-
         effectiveness requirements are met
         Maintain adequate weed control and trash pick-up on all refinery properties in Richmond
         Prepare a report for the City Council on energy conservation strategies for the refinery
         Improve the existing community alert and notification system through installation of hardware and
         infrastructure to activate the emergency notification system through the Community Awareness
         Emergency Response group (Chevron contribution; $1.7 million)
         Based on recommendations of the Martin Luther King Health Center Board of Directors, a fund
         will be created to establish the Martin Luther King Health Center, located in Richmond as an
         ongoing immediate care/health maintenance facility (Chevron contribution: $2,100,000 if certain
        milestones are met)
         Expand the scope of the Alliance Agreement to the  entire Chevron Richmond Refinery for
        application to ongoing operations
        Establish a mentoring program through a joint effort between the Police Activity League and West
        Contra Costa Unified School District aimed at youth, grades 4-12, focused on ensuring completion
        of each student's full educational potential (Chevron contribution: $400,000)
        Develop a comprehensive program aimed at improving communications between residential and
        industrial citizens in  Richmond96
While the above proposal was being developed, Chevron, the media, and even the
environmental groups focused the public's attention on what seemed to be a battle over
"60 million dollars," rather than a consideration of how best to advance the interests of
93 Johnson, F.T. (1994). Memorandum to Mayor Corbin and Members of City Council from Floyd Johnson,
City Manager, January 21,1994.
94 Wang, T.H. (1994).  Letter to Malcolm Hunter, Esq. from Theodore Hsien Want, Staff Attorney,
Lawyers' Committee for Civil Rights of the San Francisco Bay Area, Re: Conditional Use Permit
Application, CU 93-40, for the Richmond Chevron Refinery Reformulated Gasoline and FCC Plan
Upgrade Project, January 24,1994.
935wpranote79.
96 Supra note 9Q.
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 numerous civic groups and organizations in greater Richmond and to ensure that the true
 scope of project impacts was agreed to and mitigated.  The enormity of the dollar amount
 at issue discouraged public debate over the project and the refinery's relationship with
 residential communities and local businesses.

        By that time, there were newspaper articles and the whole discussion or controversy around town
        was about the 60 million dollars. The 60 million dollars became the focus. Word was that the
        WCTC was trying to extort 60 million out of Chevron, so all of the safety issues were lost in the
        discussion and the fund became the primary focus. Chevron appealed and we came before the
        City Council in January. At that time the Council had hired a new City Manager named Floyd
        Johnson. There was a lot of controversy around that because due to the political maneuverings
        tiiis guy who was the president of the Richmond Fire Fighters' union, Darryl Reeves who had
        been a known lobbyist in the city of Richmond and the Fire Fighters have had considerable
        influence on political decisions here in the city so Darryl helped to get Floyd hired as the new
        manager and one of Floyd's tasks was to prove himself on his first days on the job to overthrow
        the Planning Commission's decision. So as the project came before the Council, Chevron was
        also lobbying the members. When it came before the Council there were some deals on the table
        and through discussions with the City Council we presented our proposals and requests and
        Chevron presented theirs and the Council then discussed it and made a final determination and the
        $60 million fund was scaled back to $4.5 million.97

 Each side sought to garner as much support as possible for either the Commission's
 decision or Chevron's proposed program (for which Chevron received over 475 letters of
 support).98 Despite the coalition's efforts to the contrary, the City Council voted to
 overturn the Planning Commission's decision by  a vote of 8-0 with one abstention on
 January 24,1994." The meeting was attended by over 2,000 individuals and had to be
 moved to a nearby auditorium.   Each side offered various documents for the public
 record, but while Chevron focused on evidence of the utility of then1 new proposal, the
 coalition offered a sprawling array of documents related to everything from health effects
 from exposure to emissions to examples of previous development agreements (such as
 the good neighbor agreement between Crockett and C&H Sugar).  Without considering
 these documents, the Council motioned to consider Chevron's proposed agreement. The
 Council passed the planning staffs initial recommendations as well as the Chevron
 program.101

Dispute Resolution. Interestingly, the coalition claimed victory immediately following
 the Council's decision, citing similarities between some of their demands and elements  of
the Chevron proposal.  The groups released a comparison of their goals with concessions
that were approved by the Council.102 When viewed together, the recommendations of
planning staff and Chevron's five point plan did appear to address many of the coalition's
concerns. Still, the concessions, either encouraged through private correspondence
97 Interview of Member, West County Toxics Coalition, June 5,2002, in Richmond.
98 City of Richmond (1994).  Minutes to Richmond City Council meeting, January 24,1994.
"Ibid.
100 Interview of former Planner, City of Richmond, June 5,2002, in Richmond.
101 City of Richmond (1994). CU 93-40 Conditions of Approval Per City Council Decision of January 24,
1994.
102 Citizens for a Better Environment (1994). Comparison of Conditions Requested by People Do!, CBE,
and West County Toxics Coalition and Conditions Imposed by the Richmond City Council (no date).
28

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 between the company and planning staffer offered in order to influence the City Council,
 did not go as far as to satisfy some of the interests underlying the coalition's ten point
 plan (proposal 2). The coalition itself suggested that Chevron was merely "taking credit
 for shutting down units and surrendering operating permits it already planned to
 terminate," conditioning flaring changes to AQMD approval and fenceline monitoring to
 the success or failure of the Shell pilot project, and using vague language such as
 "consistent with acceptable engineering practices."103 In addition, some members of the
 coalition accused Chevron of offering projects that catered to the constituencies of certain
 City Council members, such as the Health Center.104 Other components of the Council
 decision concerned efforts that Chevron had already begun to engage, such as
 development of a community alert system.  These concessions clearly represented a
 marked improvement over the initial project as discussed in the EIR. However, the give
 and take of proposals and concessions that occurred incrementally throughout the EIR,
 Planning Commission, and City Council stages of the permitting process left much of the
 final conditions of approval to the dynamics of interest group pluralism. Certain groups
 were able to translate their needs into complex legal arguments or to rally public support
 for carefully worded concessions.  In either case, the proposals were unilaterally
 developed and offered, at times in a flurry of activity before a crucial vote sifted through
 the proposals with competing or no objective means of establishing relevance, learning
 about project impacts of most concern to various groups and individuals, or optimizing
 impact mitigation from the perspective of those most affected (communities in North
 Richmond).  The process highlighted both the  flexibility and limits of the permitting
 process as it was played out.

 After months of indirect negotiation and lobbying of government permitting bodies,
 Chevron and the three leading organizations of the Mitigation Task Force met to discuss
 the final conditions for project approval. The first period of face-to-face negotiation
 since initial meetings in the Fall of 1993 was encouraged by CBE's decision to block the
 project's final permit:

        Where you see most of the CEQA wins is where the company refuses to an EIR altogether and
        they do a negative declaration or exemption where they just don't do anything at all. That's  where
        you see a lot of the plaintiff victories under CEQA. Here, they did an EIR and it was a decent EIR.
        It wasn't perfect and certainly mere would have been some colorable arguments to make but we
        felt on balance it would have been a hard case to make in Contra Costa Superior Court which is
        where it would have gone. So we decided not to sue. And at that point, Chevron thought mat it
        was all over, that they were ready to roll with the project. Instead, one of our lawyers, who used to
        be legal director here, he came up with the idea of appealing their air permit at the AQMD,
        arguing that the permit didn't require best available control technology.  Obviously it's a new
        source, all of the new components were new sources subject to new source review under the  CAA
       which at the time was in existence and not being undermined by the Bush administration.  And the
       requirement was that for any new or significantly modified source you have to install best
       available control technology (BACT) on the whole facility.  And Chevron wasn't proposing  to do
       that or we thought that there was a technology that didn't meet the BACT requirements. We did
       the BACT analysis. The EPA had a BACT handbook.  One of our scientists did a bunch of
mlbid.
104 Interviews with representatives of each of the major organizations in the Mitigation Task force
suggested links between projects included and the needs of City Council member constituents.
29

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        research and we thought that we had some pretty solid arguments that they weren't installing
        BACT.103

 The AQMD hearing board is an obscure body appointed by Air District board members,
 established to hear variance applications. CBE believes that their appeal was the second
 community permit appeal heard by the hearing board in its history.

 In March 1994, CBE initiated a final letter writing campaign focused on the hearing
 board's lack of requirements for use of leakless valves, reducing and monitoring of odors,
 and for the proper use of relief valves.106 CBE focused the public's attention on the
 AQMD permit's allowance of additional pollution ("4,150 tons per year") in the North
 Richmond area.107 The hearing process went only as far as the scheduling conference,
 where according to coalition members, a substantial process was to be offered (5-6
 months with allowance of public testimony). Chevron contacted  coalition leaders and
 agreed to discuss the project. The negotiating group included Henry Clark, Tom Butt
 from People Do!, a staff scientist from CBE, Chevron's general manager, and several
 other representatives of the refinery.  Attorneys, while absent from the initial discussions,
 provided assistance hi drafting language and attended subsequent meetings. The
 substance of the discussions was not revealed during interviews, as attorneys considered
 them privileged and community members did not recall the specific order of proposals
 made and rejected. One attorney assisting the coalition commented on his experience in
 dealing with Chevron as a representative of community interests.

        To some degree all of these efforts are dominated by fact-specific situations. So there have
        certainly been times that Chevron has been very insistent on its position and does not merely cave
        or compromise just to get rid of a nuisance case and Tve been involved in cases where Chevron
        has fought very hard against positions taken by my clients but 1 have  been involved in other
        situations where Chevron has shown that when it perceives a pollution problem and sees that
        community groups are involved, has been willing to think through and problem solve and do it on
        a professional basis and I think that's what happened here.108

 As the discussions took place in the Bay Area, it was not difficult to have Chevron's
 national corporate representatives involved or able to agree to certain agreement elements.
 Some participants found the top decision makers more willing to take risks in discussing
 a potential agreement, although they conceded that this is not always true. The
 sophistication of the coalition leaders made it possible to exclude the attorneys from
 certain conversations, giving Chevron the opportunity to present numerous ideas, in
 addition to the mitigation measures developed by the coalition. The conversations also
 benefited from a lack of intrusion by either the AQMD or outside officials. AQMD's
 attorneys made it clear that they supported the talks and any mutually accepted outcome
that did not contradict the District's regulations.
105 Interview of Attorney, Communities for a Better Environment, June 6,2002, in Oakland.
106 Communities for a Better Environment (1994). Action Alert, March 3,1994.
107 Ibid; San Francisco Chronicle (1994). Groups Move to Block Chevron Fuel Project. San Francisco
Chronicle, April 6,1994, p. A15.
108 Interview of Attorney for Mitigation Task Force, June 12,2002, via telephone.
30

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 Negotiators describe the coalition as having the right combination of skills and
 knowledge about refinery processes to engage in the discussions.

        What really was effective in this situation was you had a group like CBE which brings together
        lawyers, organizers, and science/technical people and having negotiations can be very time
        consuming and very difficult for community groups that don't have those kinds of resources. It
        can be unequal. If it's unequal, negotiations will likely fail, because the result will not be good for
        one side and either they will not accept the result or they will accept it and then hate themselves
        for doing it and then being discredited, so it's real important that the outcome be determined not
        by who has the most resources but what's the best solution for the problem for both sides. So
        having a group like that meant that if we were talking just theoretically, let's put in better valves in
        the refinery, having someone on our side saying hey, you know, there's this valve that doesn't leak,
        that's real helpful and to be able to say to a company you know there are these valves and in fact
        companies in their industry are using them and to get into at least that level of discussion. They
        could come back and say yeah, but there is something really weird about that facility and mat's
        why they were able to use it or it's a brand new facility and ours is 100 years old, then you're into
        a real discussion, you're problem solving. Then your technical people can say well, that's not
        exactly true, here's this other SO year old facility and we know how it can be engineered, men
        you're into problem solving and mat's how you work things out together.

 Problem solving took on a division of labor that mirrored the initial demands of the three
 environmental organizations during the EIR process. Tom Butt, who now sits on the
 Richmond City Council, worked on drafting "Section 1" of a Memorandum of
 Understanding with the refinery, which included various elements of People Dot's initial
 demands.109 There came a point where the People Do! representative had to scale back
 his demands, under pressure from the other coalition members. Henry Clark, working
 closely with CBE, focused primarily on Section 2 of the MOU, concerning job training, a
 health clinic, and other social services. CBE encouraged Chevron to agree to a start date
 for a fenceline monitoring pilot system (Section 3), so that the project would not be
 contingent upon the success of Shell's system. Section 4 dealt with low emission valves,
 a common element of CBE-initiated agreements. Chevron agreed to evaluate the  success
 of current valves in reducing fugitive emissions and to install at least an additional 350
 valves. Section 5 reiterates Chevron's commitment to the EPA's 33/50 program,  for
 which the company had agreed to reduce company-wide emissions of 17 designated toxic
 chemicals by 33% by the end of 1992 and 50% by the end of 1995 compared with 1988
 emissions). Chevron agreed to make information about the program available to the
 coalition, including future refinery reports of 33/50 chemical emissions.  Below are the
 elements to the MOU, signed on May 31,1994.
109 Interview of Tom Butt, Richmond City Councilmember, June 6,2002, in Richmond.
31

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Table 7. Elements of Memorandum of Understanding between Refinery and Coalition.

    1 .
    2,
    3.
    4.
    5.

    6,
    1 .




    2.

    3.

    4,

    5.
       Che vron will work with Bast Bay Regional Nrks Division to complete feasibility study for
       emending the existing bike ttaM ccmeotfag N# Richmond to Point San Pablo {by June 1 995)
       Wffi remove 1,000 feetof fence along Western Drive; work to minimize illegal dumping
       WiU complete demolition of sfcw^
       Will complete removal of abandoned pipelines along Western Drive by end of 1 995
       Will spend $100,000 over 1994-1996toremovenon-nativehi]lside vegetationandinstallhUlside
       landscaping; will utilize the Mayors Summer Youth Hiring Program where feasible
       Will upgrade peroper*y in tite Office Hfll IfcUc Field ao>eentto Point Richmond through removal
       of all but one tank; fences will be replace with redwood and vinyl fencing without barbed wire
                                                                . '^W- #>^^Va&
        Enterprise Community around the refinery through donations through the United Way of at least
        liJ nffltafe J994and*ii expected total of $5,500,000 over (he five year period ending in 1998
        (compared to $330,000 in 1993). Five year figure dependent on corporate budget approval.
        Quarterly report to Ojevron C^iiP
        Will aggressively seek residents from community to fill open jobs at refinery; will supplement city
        staff with two full-time employees to assist in locating qualified residents
        Will provide sWJled job training to around 50 people eacb year from fee community on apriority
        basis for at least the next two years
        Will participate in establishing a Health Clinic in North Richmond; is investigating how the
        company can help with the future site.
         Will help bring an existing County building up to code for housing a Head Start building
                                                               ^'  ^^^^->;ii^C: K*
    1,

    2.


    3.
                                        1,
       (including VOC's", odoroui sulfur and nitrogen compounds, and other chemicals suggested by
       g«ams;
                                                                          r *^ operati
       beUows sealed valves where ai^ropriate (20X3 mstalIa^ 20% of all valves that are two mches or less, ainmmting to a^
       least 350 valves
                                                                                          ;
    1.  Will make avftiteble!992 information previous^ reported toBPA for air emissions of 33/50
       program chemicals

       available
Source: Memorandum of Understanding Between The Community Groups, West County Toxics Coalition,
People Do!, and Citizens for a Better Environment, and Chevron Richmond Refinery, May 31,1994.
32

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 In return for the above concessions, the coalition agreed to withdraw Appeal Number
 2869 before the Hearing Board, and to release all rights to challenge the RFP, either
 administratively or judicially under CEQA.

 Implementation, Both sides issued press releases shortly after the MOU signing.
 Chevron framed the MOU as confirming "certain voluntary actions the refinery was
 taking in the areas of environmental quality, local charitable contributions, emissions
 monitoring, and emissions reporting.  Specific actions to assure continued progress
 include confirmation of efforts already underway and added detail to requirements that
 •were apart of previously approved permits"110 When the MOU is compared to previous
 concessions made during the Planning Commission and City Council phases of the
 permitting process, these "efforts already underway" become apparent. The concessions
 made by Chevron suggest a willingness by the company to meet some of the coalition's
 demands, particularly when the mechanics of complying with the terms are left to the
 refinery's discretion (e.g., contributions through the refinery's existing United Way
 program, not a board composed of residents; installation of valves according to refinery
 determinations; continuation of remote sensing only if the refinery determines that it is
 useful).  The employment offerings, which amounted to only a guarantee of 100 jobs over
 two years, paled in comparison to the coalition's initial demands. The health center and
 other concessions for the Enterprise Community were already offered, in large part, by
 the company prior to the City Council's decision. Community right-to-inspect, CAP
 technical assistance, reduced flaring, and other demands were not met.  Emissions
 reductions were recounted more than required. Even the language for open space and
 visual quality items suggests that most of the concessions were already underway. More
 importantly, the MOU does not include any provisions envisioning a change in the
 direction, quality, or means of post-agreement community-corporate relationships.

 While CUP reviews were carried out annually (1995 and 1996) and then once every five
 years (starting hi 2001), provisions of the MOU were only loosely linked to the
 monitoring capabilities of the Chevron CAP. The Planning Commission found the
 refinery in compliance with its permit conditions on all three occasions.  By 2001, all
 requirements specified by the CUP for project facilities that had been constructed were
 met, according to Richmond's Planning Department.111  By contrast, members of the
 coalition and the broader community found Chevron's commitment to North Richmond's
 environmental quality lacking.

       One key provision requires Chevron to put in state-of-the-art fenceline monitoring system like
       they have in Rodeo. And Chevron is supposed to put that in if another company puts it in and it
       works. Which has happened and they haven't done anything...There's an example of where we
       didn't get our bottom line, which was some kind of decent, better ah- monitoring at Chevron, we
       didn't win it there, and that's still a battle that's going on.112
110 Chevron Richmond Refinery (1994). Press Release: Chevron Richmond Refinery Cleaner Fuels
Project Permit Appeal Withdrawn, June 2,1994, emphasis added.
111 City of Richmond Community and Economic Development Agency (2001). Five-year Status Report on
Reformulated Gasoline Project - Chevron Richmond Refinery, December 6,2001.
112%»ranote59.
33

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         Item one, in my opinion, they really showed poor faith. They never really did it, they just
         essentially said that they didn't understand it or that they had made an offer and East Bay Park
         never showed up or whatever. However, now, seven years later, they are actually showing some
         cooperation with the study that's being done there but I'm not real excited about what they did.
         They did move some fencing. They did do the demolition. Maybe they were going to do this
         anyway, I don't know.  They did move some pipelines. They said they did [the $100,000 worth of
         improvements], but they never provided any proof of it and I'm not sure they really did it'13

         What we're focusing on right now is children and women being exposed to mercury from
         contaminated fish in the Bay. So that's sort of our main focus. And so one of the things is to
         identify the source, which has not been easy to do.  The second thing we're doing, we have a lot of
         subsistence fishing along our shoreline. It's just educating folks of the risk associated with eating
         contaminated fish on a daily basis, especially women and children. And that's what our high
         school students have been really involved in, is sort of educating the public and conducting
         surveys.  Now, we take the information we learn and we discuss it with our local elected officials,
         letting them know whatever efforts that you've done so far, they're not working, because people
         are still unaware of the risk.  In our area we have the Richmond Marina, which is an EPA
         superfund she, and folks are fishing there every day. The entire Richmond Harbor is an EPA
         superfund site, and at die end of the Richmond harbor is a pier, where folks go and fish.114

         The solution here unfortunately is to just shelter in place. We're talking about a lot of folks who
         are low-income living next to these facilities and in substandard housing, so you have places
         without windows, you have places where doors are not going to be air sealed, you have lots of
         places where these emissions are going to seep in, and not only in the homes, but the schools are
         in such poor condition.  Nystrom Elementary, the school 1 talked about earlier, was built in the
         1940's...They're close to the other facilities where whenever an accident happens, they're usually
         right in the line of it, and what they are told to do is shelter in place. Well, if you go into these
         schools, you see windows broken. And so we have been pressuring our local officials to include
         part of the mitigation funds or the fines that they are assessing to the folks responsible for the
         accidents, to put that aside, to earmark some of that for home improvement and  for school
         improvement... We are also trying to get the school administrators to actually think about the true
         causes for the absenteeism in the district What we find is that a lot of the students that we work
         with, you'd go into a classroom where practically 90% of the students were using inhalers. And
         they thought that was perfectly normal. They had a process where they would identify the inhalers
         and they'd put them in a bag.  OK, this is not normal. "3

         General Chemical used to be called Chevron Ortho. Then they wanted to take Chevron's name off
         of it, but the production at the plant has never changed, and basically what they do is produce, a lot
         of the product that they produce is for Chevron's refining process. General Chemical is viewed by
        most people as being still an arm of Chevron although it doesn't show that on paper as much.
        Both Chevron and General Chemical would have a series of releases from tune to time... I think the
        whole city is kind of an uproar to clean the air up.  And they know that Chevron and General
        Chemical are major threats to  air quality. The other thing, the city has established a Safety
        Review Panel to look at safety culture at General Chemical."6

These are but a few of the concerns raised during interviews with Richmond residents,
that point to  linkages between refinery operations and health, education, and quality of
life.  As the environmental coalition had decided to focus on neighborhood councils,
which several interviewees suggested represent a biased sample of resident concerns
113 Interview of Richmond City Council representative, June 6,2001, in Richmond.
114 Interview of Richmond resident, October 8,2002, via telephone.
115 Interview of Richmond resident, October 8,2002, via telephone.
116 Interview of Richmond resident, October 7,2002, via telephone.
34

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  (neighborhood councils are often formed around a single public works or social service
  concern), the above interests and many expressed during the public comment process
  were not addressed.  Nor was an understanding that the refinery and other major facilities
  were not going to relocate converted into the kinds of discussions with Chevron and the
  city that could have yielded needed improvements, including reduced emissions and
  emergency planning activities (such as securing housing stock and schools against
  releases). It would be unfair to hold the coalition accountable for this, as they went far
  beyond the call of duty in winning public support and concessions. But a focus on high-
  tech experiments and visual and open space improvements did very little to stem the tide
  of refinery emissions (as suggested by Figure 3) or to improve the emergency response
  capabilities of local residents beyond what the company had already committed to.  High-
 profile accidents continue to occur at the Chevron refinery, and public distrust of facility
      *         •   *     \\f
 practices remains intact.

 Figure 3. Total Air and Water Releases of Toxic Chemicals to the Environment from
 Chevron Refinery, 1988-2000 (vertical line represents MOU signing).
                                                                   • Air Emissions (Ibs)
                                                                   • Water Emissions (Ibs)
                                                                   Total Emissions (Ibs)
            1088    1990   1992    1994   1996    1998    2000
Source: Environmental Defense's Scorecard. www,scorecard.org/env-releases/facilitv.tcl?tri id=94802CHVRN841ST.
accessed October 15,2002.
117 See Standen, A. (2002). Chevron's Spheres of Influence Activists accuse Richmond oil refinery of
illegally thwarting environmental reviews, and a beholden city of passing the buck. East Bay Express,
September 25,2002; Kay, J. (2002).  Refineries top polluters on EPA list in Bay Area: Discharges taint air,
water and land. San Francisco Chronicle, May 24,2002, p. Al 1; San Francisco Chronicle (2002).
Lawsuit says Chevron pennit violates law. San Francisco Chronicle, August 20,2002, p. A19; Associated
Press (2002).  Chemical Leak Forces Local Residents Indoors for Several Hours. Associated Press State
and Local Wire, February 1,2002, BC Cycle; Koopman, J. & Kim, R. (2001). Gas leak at General
Chemical in Richmond: Residents Warned Belatedly to Stay Indoors. San Francisco Chronicle,
November 30,2001, p. A30; Sarkar, P. (2001). Chevron Refinery Fined $300,000: 52 violations from
1998 to May.  San Francisco Chronicle, July 10,2001, p. A12; Kay, J. (2001). Chevron plant hit with fine:
Six-digit Penalty for Richmond Refinery's Late Response to Leaks. San Francisco Chronicle, March 27,
2001, p. A14.
35

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 Discussion. The primary obstacle to meeting some of the community's broader interests
 through permitting processes was summed up by a coalition member's assessment of
 their litigation strategy.

        One of the problems was that even CBE acknowledged that while they agreed that you could
        probably make a case that there was a nexus between some of these things that the [proposed]
        foundation would address like poverty and education and jobs, that there was not a sufficient
        record of that to make a legal challenge of it and so they were not willing to front the lawsuit on
        the BIR based on that particular area, the nexus issue.

 Because the various parties to the permitting process were not involved in direct
 negotiations until the AQMD hearing, they were left to craft proposals and present them
 to the various decision-making bodies through public comment or private correspondence.
 The administrative boards then had to consider complex questions relating to the
 appropriateness of each proposed mitigation or concession, decisions that relied on a
 combination of legal reasoning, technical assessment, and politics. Most of the resulting
 permit changes designed to mitigate the refinery's impacts on surrounding communities
 were established by the Planning Department's report to the Commission.  These changes
 were found to have a clear nexus to project impacts. Most of the remaining changes
 agreed to by Chevron and endorsed by the City Council came in the form of the
 company's five point plan, which in large part reiterated certain concessions or alliances
 that the company had already made. These changes were designed to encourage City
 Council approval and to win popular support for the RFP project. It is also clear that
 certain provisions proposed by Chevron at this stage were initially advanced by the
 environmental coalition. But after this point, the dynamics shifted: the company,
 seeking to de-link its own proposals from the permitting process (so as to avoid nexus
 challenges as well as unpopular precedents for the refining industry), focused not on
 meeting the broader interests of the community but on securing the support of the
 permitting body AND the groups most likely to offer administrative or judicial challenge.
 After the EIR process was over and certain resident concerns were incorporated into the
 CUP by planning staff (approved by the Commission), the company shied away from
 ideas that could have more directly addressed the questions of poverty, education,
 employment, and long-term health that were commonly raised in North Richmond.
Negotiations leading to the MOU were focused on comparatively small, incremental
 steps toward satisfying the well-organized demands of three groups, who had determined
that broader questions at the heart of resident concerns would prove difficult to uphold in
 court.

It would be inaccurate to consider the CUP provisions, Chevron's five point plan, and the
MOU as part of an overarching "good neighbor agreement." In fact, each of these stages
increasingly constricted consideration of the broader terms of the facility's continued
existence in a given locale, which is the cornerstone of a community-corporate compact.
By the time the MOU was signed, commitments were linked to existing institutions and
modes of communication. Still, the coalition should be commended for its dedication of
thousands of hours to the permitting process, and for securing needed resources for the
community. Each stage of the permitting process illustrated how community
representatives can effectively bargain with corporate entities. But by doing so, they
36

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 have given us a window into the limits of the permitting process, even when the monetary
 scope of a project lies in the hundreds of millions, to include broader interests and invent
 means of addressing them.  And the implementation phase suggests that even the results
 of incremental bargaining can be difficult to enforce, if the mechanisms for improved
 monitoring, verification, communication, enforcement, and broader relationships are not
 adequately addressed.
37

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               Seeking Good Neighbor Agreements in California

                                        Part II.

                          "From Catacarb to Committees"

        My biggest concern was always how do we avoid another Catacarb and how do we report it, how
        do we notify people, and what do we do after it happens? - Douglas Tubb, Crockett resident

 Background, Researchers have attempted to establish a link between industry location
 and high disease rates in Contra Costa County since the late 1970's. The first concern of
 note, lung cancer, was investigated through comparison of age-adjusted lung cancer
 incidence rates in industrial and non-industrial census tracts throughout the County.118
 As methodologies for epidemiological research improved, researchers began to estimate
 actual exposure to air emissions from petroleum and chemical plants, and to correlate
 these results with cancer incidence and mortality.119 Relying on a model developed by
 the Bay Area Air Quality Management District (AQMD), one study found a positive
 relationship between estimated residential exposure to petroleum refinery and chemical
 plant emissions and incidence rates for several cancers between 1966 and 1977.120  Such
 findings were disputed by industry and government officials. For instance, a study
 funded by the EPA's Health Effects Research Laboratory found that a relationship
 between ambient air SC>4 and lung cancer in males could be controlled for by including a
 "blue collar" worker variable.121  It was also suggested that a major contribution to lung
 cancer in the area was cigarette smoking.122

        We are right in the cancer belt, with many other refineries, and I remember reading in the mid-
        1980's the fact that between Richmond and Pittsburg, California, people living between Richmond
        and Pittsburg had a 38% higher cancer rate on several different types of cancers. I was chair of the
        Crockett Power Plant Committee that fought the power plant in Crockett from 1984-1989.  And of
        course the amusing thing was when we presented all of this, which was of course public data, the
        consultants hired by men Pacific Corps from Oregon, as their paid scientific experts, responded to
        this information by saying that well the people die off along the river because they're all blue
        collar and they all smoke. And this is why they die off; it has nothing to do with being so close to
        a series of refineries.  And I said to him, are you telling me that the people in Arinda, which is an
        upper class place far away from all  of these refineries, don't smoke?123
118 State of California Department of Health Services (1981). Lung cancer in Contra Costa County, 1969-
1979. Prepared by the Resource for Cancer Epidemiology Section, October 21,1981.
119 Kaldor, J., Harris, J.A., Glazer, E., Glaser, S., Neutra, R., Mayberry, R., Nelson, V., Robinson, L., &
Reed, D. (1984).  Statistical association between cancer incidence and major-cause mortality, and estimated
residential exposure to air emissions from petroleum and chemical plants. Environmental Health
Perspectives, 54:  319-322.
120 Ibid.
121 Austin, D.F. (1984). Epidemiological study of the incidence of cancer as related to industrial emissions
in Contra Costa County, California. United States Environmental Protection Agency, Health Effects
Research Laboratory, July 1984.
122 Ibid.
123 Interview of Crockett Resident, October 31,2002, via telephone.
38

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 In a County so inextricably linked to heavy industry, Contra Costa residents and officials
 have struggled for decades to balance economic development with public health and
 safety. Occasionally, that balance was severely disrupted, opening a window on the roles
 and responsibilities of refinery management and monitoring agencies, and the unique
 concerns of local residents. As with the General Chemical accident that influenced
 residents' concerns with Chevron's reformulated fuels project (RFP), another major
 release shaped Unocal Corporation's Reformulated Gas Project (RGP) into  one of the
 most complex community-corporate environmental agreements to date.

 The Unocal Corporation, which operated a petroleum refinery sandwiched between the
 communities of Crockett and Rodeo in northern California, has disrupted the delicate
 balance on more than one occasion in California.  Unocal is perhaps most noted for its
 ownership of a six-square-mile oil field 30 miles south of San Luis Obispo, hi Central
 California. Over a period of 38 years, Unocal allowed its operations to contaminate the
 Guadalupe Dunes with approximately 20 million gallons of petroleum thinner (diluent).
 This accident remains the largest petroleum spill in United States history.124 The Unocal
 organization evidenced a number of characteristics that contributed to a sense among its
 employees that a daily loss of up to 200 barrels of diluent was within the realm of
 acceptability. A strictly hierarchical seniority system, in-house hiring, and operating
 procedures that at times included purposeful petroleum spillage reinforced this sense over
 time.125  By the mid-1980's, some workers began to report the spilled diluent to their
 foreman, who did not pass the information along with the exception of an immediate
 supervisor. After a worker on disability brought the spill to the attention of authorities,
 California Fish and Game wardens raided UnocaTs offices and found substantial
 evidence of unreported spills and plume maps tracking the plume for several years.
 Subsequent investigations revealed an organization capable of perpetuating accidents and
 encouraging a "culture of silence" about their true origin and extent.126 By the end of
 1998, Unocal had spent $40 million on emergency remedial actions at Guadalupe as well
 as $43.8 million to settle a civil case with the state of California.127 Cleanup, it was
 estimated, would continue for 20 years.

 One element of the Guadalupe Dunes spill to receive less attention in the media was the
 inability of government agencies to identify or properly respond to the spill.
 Administrators failed to act until known aspects of the spill fit their criteria for what
                           lift
 constituted an "emergency,"    The sight and smell of petroleum on site visits by Fish
 and Game warden was part and parcel of their routine inspections of the operation.  Spills
 of more than one barrel were within the company's purview for reporting responsibility.
 And acute spills fell under the Federal Oil Pollution and  Lempert-Keene-Seastrant Acts
124 Beamish, T.D. (2002). Silent Spill:  The Organization of an Industrial Crisis. Cambridge, MA: MIT
Press.
125 Beamish, T.D. (2000). Accumulating trouble: Complex organization, a culture of silence, and a secret
spill. Social Problems, 47(4): 473-498.
lfe Supra note 124.
127 Cone, M. (1998).  Unocal to pay 43.8 million fine in spill. The Los Angeles Times, July 22, 1998, p. A3.
128 Beamish, T.D. (2002). Waiting for crisis: Regulatory inaction and ineptitude and the Guadalupe Dunes
oil spill. Social Problems, 49(2):  150-177.
39

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 of 1990, pieces of legislation designed to ensure response to tanker spills.129  Once
 agencies did react to the situation at Guadalupe Dunes, other problems such as staff
 rotation, conflicts over jurisdiction, and fluctuation of regulatory agency involvement
 prolonged a lack of effective governmental response.130

 Unocal's contribution to large-scale, high-profile accidents, and problems with agency
 response, neither started nor ended with the above crisis. A lawsuit filed by the Sierra
 Club alleged that the company committed 2,300 discharge violations at its Rodeo refinery
 between 1977 and 1989, bypassing  its wastewater treatment plant in Contra Costa County
 and dumping hundreds of millions of gallons of toxic waste into San Francisco Bay.131
 While it was estimated that the company saved between $20 and $30 million through
 rerouting, Unocal settled the case for $4.2 million in civil penalties in 1990.132 The
 lawsuit encouraged the drafting of legislation to allow for surprise inspection of
 companies that disposed of waste in California waters. The proposed legislation was
 vetoed by Governor Deukmejian, who cited similar existing authority within the Regional
 Water Quality Control Board.133 As with the "silent spill" that occurred in Central
 California, a foreman was told by his superiors not to report the above practices.134 Yet
 the United States Attorney's office in San Francisco declined to prosecute Unocal for its
 discharges into San Pablo Bay.135

 It seemed a healthy balance between economic development and environmental quality
 was not always encouraged by regulatory enforcement of UnocaTs water discharge
 violations. The same could be argued for the facility's air emissions, which have been
 most closely scrutinized for links to County public health concerns. Immediately
 following the Sierra Club's suit in the matter  of Unocal's wastewater discharges, the
 AQMD released a report documenting the region's air pollution "hot spots."  Unocal
 ranked 9th on a list of the region's air toxics emitters.13  Yet agency records suggest that
 fines for air emissions violations and accidental releases, particularly on a per violation
 unit basis, were negligible from 1988 through 1994 (See Figure 4) for the company's
 refinery in Rodeo, an unincorporated town in Contra Costa County.137
 129 Ibid
 130 Supra note 124.
 131 Los Angeles Times (1987). The state. Los Angeles Times, April 6,1987, p. 2; Los Angeles Times
 (1988). Appeals court reinstates decision that Unocal Oil violated clean water laws. Los Angeles Times,
 July 26,1988, p. 21; Sward, S. (1990). Los Angeles Times (1989). Unocal faces possible fines in
 pollution case.  Los Angeles Times, May 20,1989, p. 28; Settlement over toxics dumped in Bay. San
 Francisco Chronicle, February 23, 1990, p. Al.
 132 Sward, S. (1990).  Settlement over toxics dumped in Bay. San Francisco Chronicle, February 23,1990,
 p.Al.
   Lucas, G. (1990).  Deukmejian vetoes waste dump inspections. San Francisco Chronicle, June 2,1990,
 p.A4.
 'M Supra note 132.
 135 Holding, R. (1993). Environmental cases get short shrift from federal prosecutors. San Francisco
 Chronicle, July 6,1993, p. A6.
 136 Nolle, C. (1990).  Bay's air-polluting "hot spots"; Agency finds that most of the worst toxic offenders
 are refineries. San Francisco Chronicle, August 2,1990, p. A5.
 137 Personal communication with Bay Area Air Quality Management District, July,  2001.
40

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1988    1990
1992    1994
                                                 1996
1998    2000
            Figure 4. Fines Collected by AQMD for Unocal Refinery Violations, 1988-2000.
 The Problem. A swift rise in agency fines against Unocal for air violations in Rodeo can
 be traced to a major release that occurred around Labor Day weekend in 1994.  As with
 the spills at Guadalupe Dunes and into San Francisco Bay, this air release departed from
 traditional industrial accidents in a number of ways.  The problem was "slow to
 manifest," leading to "gradual, rather than sudden disruption."138 It was not readily
 identified as a serious accident by  some residents of nearby Crockett, Rodeo, and the
 fenceline communities of Tormey  and Bayo Vista (a public housing authority that
 borders the refinery to the south).  And it set in motion a variety of internal and agency
 responses aimed at downplaying the seriousness of the release to employees, inspectors,
 and eventually the public. Residents recall the release, which took place between August
 22 and September 6,1994:

        We woke up one morning, it was Labor Day weekend, 1994, and there was, we had a house that
        was on a hill, it's like the poor man's San Francisco. It's kind of like a town on the Mediterranean
        that comes up from the sea and all the houses are built terrace-like.  And our house had a
        commanding view of the valleys and we faced, with the back of the house with huge banks of
        windows faced the refinery which was west. And we woke up and I looked at the windows and
        they were covered with a sap-like substance like from a pinetree and I went, oh, God,  what did
        those kids do now? And then I thought well, what is this, is this from the trees? We had a lot of
        acacia trees around us that exuded kind of a sticky thing after they flower but it was the wrong
        time of year so I was really stumped. What was  going on?  And then I started getting  a call from a
        gal who I worked with on the powerplant committee. She lived farther up the hill from me, and
        she was a real estate agent, and she had gotten a call from one of her clients saying, there's crap all
        over the cars, there's stuff all over the garden, the house, everything, up and down the streets, they
        were trying to sell their house at  the time, and they were a little upset

        Itwasa 16 day release. I was here for the first half of it and was gone the last half which was a
        good half to be gone from because it got steadily worse all the time as the hole got bigger in the
        [refinery] unit.  But my wife was here during that timeframe and she became very ill from it and
        still suffers today from it. There's about 50 or 100 people I'm estimating who suffered physically
        from that, many of them, my wife included, that cannot work anymore... [I did not learn about the
138 Supra note 127,p. 151.
139 Interview of Member, Shoreline Environmental Alliance, May 31,2002, via telephone.
41

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         release] until we read about it in the paper.  Again, I was gone that timeframe but when I came
         back there were these brown, goopy spots all over my house, and windows that would not clean
         off. And so it was really the last two days that it was heavy enough, the release was heavy enough
         and the meteorology was just right so that it all just came over the town and dropped down in a
         fog bank.  Coalesced in a fog drop and some dropped out. And so people started calling the health
         department for two days saying we've got this stuff everywhere and they said it might be pine
         pollen. They'd never come across anything like this before so they didn't know what it was.
         Finally, the company that was right next door to Unocal, at the time it was Wickland Oil, the
         manager called over and said we've got this crap just all over our units and people are getting sick,
         you've got this brown stain just trickling down the sides of the tanks.  They were a little storage
         facility just on the East side of the refinery.  You may have driven by it. If they hadn't spoken up
         I don't know what would have happened. It's likely it would have gone on.  So they said what is
         this stuff? and shut it down. They could see the plume coming out horizontally out of the pipes.
         And the workers were trying to get the company to shut it down, too.  It wouldn't happen.

 Figure 5.  Unocal Refinery and Adjacent Communities.
                                                    Hillcrest
                                                   Elementary
The "brown, goopy spots" that rained down on communities both down- and upwind of
the refinery contained a solution called Catacarb.  A Unocal Material Safety Data Sheet
describes Catacarb as follows:
        Health hazards: Harmful if swallowed. Causes severe eye and skin irritation. Overexposure may
        cause damage to kidneys and liver. Avoid breathing vapor or mist. Liquid.  Brown-black. Odor:
        None. Exposure guideline only available for diethanolamine (3 ppm OSHA, CalOSHA; .46 ppm
        ACGIH).  Target organs include the central nervous system.  Accidental release measures: Isolate
140 Interview of Crockett Resident, June 8,2002, in Crockett.
42

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        danger area, immediate cleanup of any spill recommended.  In California this is a non-RCRA
        hazardous waste due to the vanadium content. Diethanolamine is subject to SARA 313 and 40
        CFR 372 reporting requirements.141

 Catacarb was used to strip sulfur from refined gasoline in the Unocal refinery's
 unicracker unit.142 The process by which well over 100 tons of the solution were released
 into surrounding communities began with a slow release of a "chemical mist" from the
 top of a 140-foot processing tower at 6:55 a.m., August 6.143 Media investigations
 uncovered an "initial flurry of concern" which led to the declaration of a refinery-wide
 emergency and notification of the County Health Department.144  Unocal workers started
 to shut down the tower, but the order to cease operations in the unit was countermanded
 by the refinery's second-in-command. Hastily called meetings between supervisors and
 engineers (without the consultation of environmental and health and safety workers)
 yielded the conclusion that there was a "very slim" chance that the leaking tower would
 explode. Management decided to keep the unit running until its next scheduled
 maintenance on October 8.  County health officials were told that the emergency was
 under control.  Meanwhile, refinery workers were noticing sticky brown spots on their
 cars and on equipment near the unicracker.  Operator Diane Wang described the leak,
 which by early September was noticeable from nearby roadways, as a "giant troll and it
 was becoming monstrous."145 The unicracker chief repeatedly told his workers that 'Ve
 can make it." General Manager Stephen Plesh left for the Labor Day weekend with
 orders to keep the unit running.  By September 4, workers began to notice Catacarb
 residue on the storage tanks of neighboring Wickland Oil. Residents started to complain
 to the company and to health officials.I46  Workers noticed a massive loss of Catacarb as
 they began to run out of potassium hydroxide. Then, Wickland Oil notified the refinery
 that their property was covered in Catacarb and that their employees had been ordered to
 take shelter.  The unit was finally shut down, on September 6.
147
 Evidence for why Unocal officials were so reluctant to tend to the leaking tower can be
 found in the plant's safety record.  In 1989, the refinery posted the longest safety record
 in the country: 6 million hours without a serious accident to cause anyone to miss
 work.148 Plant management, according to many interviewed, operated under an incentive
 structure that included performance bonuses, which discouraged such simple procedures
 as routine equipment overhauls (the hydrogen processing tower's overhaul was delayed
 from February to October 1994).149 And refinery maintenance staff acknowledged mat
141 Unocal Corporation (1995). Unocal Material Safety Data Sheet: Catacarb. February 6,1995.
142 Director of Enforcement, Bay Area Air Quality Management District (1994). Unocal refiery 8/22/94-
9/6/94 Catacarb Release Office Memorandum to Air Pollution Control Officer, September 23,1994.
143 Woody, T. (1995). Sixteen long days of delay and indifference. The Recorder, October 4,1995, p, 17.
144 Ibid.
145 Ibid.
146 Bay Area Air Quality Management District (1994). Incident Report Number Three:  Unocal
Corporatino - Refinery. September 9,1994.
147 West County Times (1994). Anger over leak. West County  Times, September 23,1994, p. 1.
148 Stein, G. (1989). Two refineries win awards for job safety.  Los Angeles Times, April 30, 1989, p. 12.
149 Hunt, K. (1995). Why leak went unchecked: Bay decisions, fearful employees added up to leeting
release of toxic mist go on for 16 days. San Francisco Examiner, April 16, 1995, p. C-5.
43

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 an early shutdown would cost nearly $1 million.150 Yet as the facility struggled to
 continue its operations, residents started to get sick.  Health problems mentioned by
 residents during interviews included gastrointestinal problems, skin reactions, eye
 dysfunction, nerve damage (including some which led to root canals), memory loss,
 numbness, loss of feeling in fingers, post-traumatic stress, and chronic fatigue,151 Indeed,
 a study released in March 1996 suggested that residents of Crockett suffered nearly
 double the rates of eye problems, memory loss, and anxiety as a control community,152
 Those who didn't manifest any symptoms simply became angry:

        I heard of a meeting being set that was going to involve a huge amount of different parties that
        were going to be in attendance to explain the accident, a public meeting...There was a lot of
        discussion throughout the panel, the company, some of the community groups speaking.
        Predominantly it was a presentation by the company followed up by the County's explanation and
        health concerns. I was angered that regardless of whether it was soapy water or exhaust or what
        have you, that the term "no offsite impact*1 was used so often and continues to be used and
        obviously before we woke up it was used for decades and I didn't care for that. I realized that if
        they would tell you that at this [event], then it's possible that other things happened that we
        weren't aware of. So I was angered at the fact that it seemed that someone was telling us that we
        were not impacted.133

 This resident is recounting a number of community meetings that were held once the
 Catacarb spill was made public. The meetings featured panel discussions with
 representatives of the company and County officials. In addition, Unocal communicated
 with residents through a letter describing a "harmless" potassium carbonate solution as
 the culprit.154 Residents also approached the County Health Department for an
 explanation shortly after the release ended. Residents recall being told that the mixture of
 chemicals was only a threat when airborne.  Since the Department had only learned of the
 release after the Catacarb had settled on neighborhood homes, yards, and streets, there
 was no "need for alarm." A series of equally frustrating recommendations were made to
 residents during the community meetings. For instance, residents were instructed not to
150 Supra note 145.
131 These ailments were mentioned in interviews with residents of Crockett, Rodeo, Tormey, and Bayo
Vista. See also Hunt, K. (1994).  Hundreds suffer after toxic gas leak. San Francisco Examiner, December
18,1994, p. C-7 ("Jane Strike went blind. Vickie Wood will give birth to a stillborn child and doesn't
know if the twin she also carries will be healthy. Leanna Devy has had fainting spells for two months. All
three are convinced their problems began with a toxic chemical leak at a nearby Unocal refinery that went
unabated for more than two weeks last summer.").
152 Bowler, R, (1996). Health study of a community exposed to a chemical spill:  Final report of the
Crockett Health Study. San Francisco State University, March 29,1996.
133 Interview of Tormey resident, October 24,2002, via telephone.
154 Interview of Crockett resident, May 28,2002, via telephone.
44

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  clean their cars or homes but to call Unocal and ask for professional assistance.155 At the
  same time, they were told that garden vegetables were safe to eat.156

  At this moment, it is instructive to consider what was about to happen: between mid-
  September and December 1994, a group of several dozen residents, many suffering from
  ailments stemming from the Catacarb release, negotiated a wide-ranging, multi-million-
  dollar good neighbor agreement with the refinery.  The 21 -page agreement between
  Unocal, Crockett, Rodeo, Tormey, Bayo Vista, the Shoreline Environmental Alliance,
  and Citizens for a Better Environment (CBE) was fashioned by 10 committees of
  between 2 and 10 residents operating with varying degrees of technical assistance, wide-
  ranging backgrounds and objectives, and uncertainty as to whether regulatory agencies
  would improve the emergency management, pollution monitoring, or enforcement
  services mat they had the authority to provide.  Under the circumstances, the most
  surprising aspect of this process is that it resulted in any agreement at all.  But after
 numerous calls, informal gatherings, and 14 formal negotiation meetings with refinery
 management, an agreement was reached in principle in December 1994. It provides an
 unprecedented opportunity to consider the opportunities and limits to the use of
 negotiation to address the complexities of industrial accidents and their effects on local
 residents.

 Long before the Catacarb accident, Unocal had begun to seek County approval for a land
 use permit for its reformulated fuels project.  As we will see, the release heightened
 awareness of the project and substantially broadened the scope of resident and
 organizational involvement.  Prior to the spill, only a few constituents expressed concerns
 over the project, which would be

        located on approximately 25 acres of the 1,100 acres Unocal San Francisco Refinery, in the Rodeo
        area. This project also includes a 3.7 acres off-site parking area on two contiguous parcels located
        south of and adjacent to the Unocal refinery property between San Pablo Avenue and the Southern
        Pacific Railroad right-of-way. If approved, the project would involve the construction of two new
        refinery components (a Hydrogen Plant and a Steam Boiler Plant) and the modification of three
        existing processing units (the Pentane Handlin/Benzene Saturation equipment, the Gasoline
        Blender, and the Steam/Power Plant). In addition, the project includes the construction of a
        maximum of 10 new storage tanks, an increase in shipping in order to transport reformulated
        gasoline components between Unocal's San Francisco and Los Angeles refineries, additional
        pipelines for transferring intermediate streams and feeds between processing units and tanks,
        additional drain systems needed to connect project components to the existing refinery process
135 All interviewees who were residents of Crockett or Rodeo at the time of the incident reported receiving
these instructions. In an October letter to the County Community Development Department from Unocal
states that "Unocal's efforts to clean cars, windows and other personal property are still under way.
Approximately 60 clean-up professionals are responding to property damage claims.  We expect clean-up
efforts in the community to be completed shortly.  Flesh, S. (1994). Letter to Dennis Barry, Contra Costa
County Community Development Department from Stephen Plesh, General Manager, Unocal San
Francisco Refinery, October 12,1994.
156 Interview of Crockett resident, May 31,2002, via telephone; See also Contra Costa County Realm
Services Department (1994). Letter to Contra Costa Residents from Public Health Division, County Health
Services Department, October 12, 1994 ("Is food from the garden safe to eat? It is prudent to thoroughly
wash and peel garden produce in the Tormey and Crockett area before eating it.1').
45

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        drain system, and changes to utility systems to support project needs for water, electricity, natural
        gas, and hydrogen.1"

 A draft Environmental Impact Report for the Unocal Reformulated Gas Project was
 prepared in June 1994, following a process that included a scoping session on December
 29,1993.158 Following a 45-day review and public comment period that was extended to
 July 25,1994, a final EIR was prepared to respond to significant environmental issues of
 agencies and residents.159  The final EIR was prepared by September 1994, and does not
 reflect concerns raised by the Catacarb incident.  Figure 8 provides an overview of
 project impacts described hi the DEIR.160  Figures 9-12 summarize the concerns of public
 agencies, labor unions, citizen organizations, and individuals expressed throughout the
 public comment period, which included a public hearing held at Hillcrest Elementary
 School in July, 1994. There were few public comments on this project, which can be
 explained in part by resident claims of inadequate notice given to potentially impacted
 communities.
137 Contra Costa County Planning Commission (1994). Agenda, Tuesdsay, October 4,1994 - 7:30 p.m.
158 Contra Costa County Community Development Department (1993). Notice of Preparation: Notice of
Scoping Session, Environmental Impact Report for the Proposed Unocal Reformulated Gasoline Project,
December 9,1993.
159 Contra Costa County (1994). Response to Comments Document for the Unocal Corporation
Reformulated Gasoline Project, Land Use Permit 2038-93, September, 1994.
160 Contra Costa County (1994). Draft Environmental Impact Report for the Unocal Corporation
Reformulated Gasoline Project, Land Use Permit 2038-93, June 1994.
46

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 Table 8. Potential Impacts of the Unocal Reformulated Gasoline Project and Reported
 Significance Levels,
 Land use
 Traffic
                Potential physical Disturbance due to constructien/demolition; proposed
                tanks 109,110, and 112 incompatible with residential uses
                                                                        LS
                Operation of construction parking lots and access controls; construction
                traffic will contribute to deterioration of pavement on Parker Avenue and
                San Pablo Avenue
                                    Criteria poii
 Public          Increase in excess lifetime cancer risk of 3 in one million for occupational     LS
 Health/Safety   and 1.3 in one million for residential receptors; minimally increased risk of
                chronic noncancer health effects
 Public
 Services
Construction would require increased water supply of 5 gpm; operation         LS
would increase water demand by 100 gpm; no significant impacts for on- or
off-site events or public emergency response services
                                                                                  LS
                                                                                                 LS
                                                                                                .w-
                                                                                                 LS
Energy         Construction and operation will consume additional energy
               ""     '*'   *~ "ife
Geology       Potential feilure of cut and fill slopes could cause damage to project;
               grading and excavation could create unstable slope conditions; during
               project lifetime, refinery is likely to have at least one moderate to severe
               earthquake that will cause strong groundshaking
                                                                                                 LS
                                                                                                 LS
       -"". >,  Likelihood of accidental spills during transfer activities is high
             .  Consttuction of Tank 109 would generate short-term noise at Hillcrest
             ,  School and adjoining residences; operating machinery in proposed project
             ,  would substantially alter area noise environment
                                                                                                 LS


                                                                                                 LS
             >  Native grassland could be affected by rapture or leak from tank 1007
                                                                                       LS
                                                                                 LS
        **e"  *  Hydrogen Plant, Steam Boiler, Peatane Handlmg/Benzene Saturation Unit     S/LS      LS
               modifications, and several new tanks visible from a number of directions
                                                                                                    *•
LS = less than significant; S = significant; B = beneficial
47

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Table 9.  Primary Concerns Expressed During EIR Process by Agencies
Bay Area Air Quality
Management District
•   Best available control technology is required for any pollutant emissions exceeding tht
    threshold limits set by tiw AQMD for new or modified stationary sources, the
    threshold for regulated pollutants is 10 pounds per day per pollutant
•   Emission o$»te required for new or modified sources of nitrogen oxides, precursor
    organic compounds, paniculate matter, and sulfur dioxide
*   Modelling Is required for CO, NOx, and SO2
East Bay Municipal Utility
District
    Proposes a variety of factual corrections regarding reclaimed water use for the
West Contra Costa Unified
School District
                                                                      "H* ' s,  ~
                                             of the refinery (Hercules and Ohlune);
                                   traffic, transfer of hazardous waste, cumulative health hazards and risk of upset
Sail FrancfKo Bay Conservation   •   Any construction on or over the water or within 100 feet of the line of the Highest tidal
and Development Commission         action of the Bay would require permit approval
                               •   Report indicates a high likelihood of accidental spill every 12 years resulting in
                                   significant impact; should be analyzed relative to other marine terminals.
48

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Table 10. Primary Concerns Expressed During EIRProce^Labor Organizations.
Contra Crisis Btittding and
Construction Trades Council
Research given to socio-economic issues T*
Will tocal workers toe utUfaad?
What type of job skflis andin&rittg will be Kspared?
Will there be adequate safety framing1?
Wffl there be a community outmch pttgram «* the employment of local women,
minorities, disadvantages?
Will wo& force beprovidetl wife health care benefits?
Witt wffl impact be on 2 5 ascondary jobs affeeied for every one cawwftim job?
Should review the Contra Costa Board of Supervisors' stody, "theJimpset of Out-of-
Atea Workers on Non-residential construction in Contra Costa County
areas of impact
  49

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 Table 11.  Primary Concerns Expressed During EIR Process by Community Organizations.
 Rodeo Citizens Association
Haven't had the proper amount of time to review this document; Rodeo and Crockett
are located fa unincorporated areas where citizens cannot rely on elected officials to
review DEIRs for them.
Within loss than a year, we have had four EIR processes to review and comment an;
ask for a 45 day extension
Request that too County provide an advisor for unincorporated citizenry impacted by
the project (Rodeo, Crockett, Torraey)
Unocal ia already in violation of the Clean Water Act for selenium discharges; project
will produce further selenium
Unocal should restore native grasses to Bay shore similarly to what Chevron is doing
in Richmond
Field survey for vegetation and wildlife insufficient; conducted on one day in
                                    Inventory of wildlife species, especially birds of prey, is incomplete
                                    No heavy metal ecological risk assessment has been conducted
                                    Should enclose flare to reduce .emissions and noise
                                    Must not be allowed to increase VOC emissions, similar to Shell EIR conditions
                                    Emission of particulates is over the state limit; construction will add to it
                                    A NE wind could blow nitrogen oxide odd sulfur dioxide over Rodeo from the main
                                    terminal stations and contribute to acid rain
                                    Provide the Sheriffs department with noise monitoring equipment to enforce noise
                                    ordinances
                                    Truck traffic will increase; must compensate Rodeo for increased traffic through the
                                    main roadway or get to 140 at the Crockett on-ramp
                                    Comprehensive landscaping on hill tops needed to compensate for visual impacts
                                    Should hire workers from Rodeo/West County.
                                    Remote sensor fencelinc monitoring with either infrared or pulsed laser system with
                                    results open to citizens
                                    Use of bellows valves, double mechanical seals
                                    Tree planting plan should be funded lor at least 3 years (estimated cost between $39-
                                    46 thousand)
                                    DEIR should Include discussion of financial impact on County revenues
                                    Community fund similar to the C&H Sugar fund in Crockett must be set up for the
50

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Table 12, Primary Concerns Expressed During EIR Process by Individuals
Howard Adams. Crockett
Improvement Association
•   Crockett is surrounded by many smaees of air emissions; pro>
    insignificant compared with Interstate 80; ^ore carbon monoxide and hydroeaifeons
    from that source than from any Industry
*   Project will hopefully reduce poftuWflts on 1-86 if traffic levels «ff
*   Growingproblem of particulars; already out of compliance wHhsmte level many
    days of the year                                            .
*   Construction phase will generate 400 pounds of pamcnistes per day and Crockett
              sh
                          "  IW*M»»«'»"& "*•*"" "o "*^"	              ...  __.  .     .
                          *  Use reclaimed waterrather Wan EastBay Mwtioipal Wfy-Bi^ct waw

                       >  **
                              	       "          "    "  ftHiftasMWp
 Noima Clerioi, Crockett resident
                              W« have besn to reguter ooijtaw wi* AQMD regarding foul odots we are forced to
                          .   CcwaryshouMiwtaAi to air pollution buito of Cm^
                              Cogeneration Ptal is behjg constructed                        ,,,..,.
                          .   ArUdereleningtolhtoprojeetwasinthe West County TiineiMin Friday, My 15*
                          .   Approach to inviting public comment does not foster (rest in the County or its
                              relationships with large business interests

 Comments did not reflect the sense of urgency or inherent unfairness perceived by
 Richmond residents during the Chevron RFP process. Agencies focused on relativdy
 minor analytical concerns or jurisdiction^ questions, with the exception ol the MJML)
 (which highlighted BACT concerns) and two impacted school distorts  Ihe mstncK,
 particularly John Swett Unified, advanced many of the ideas introduced by CBb and
 other activists during previous negotiations with Shell and Chevron. Fenceline
 monitoring, use of bellows valves, and other technologies were suggested by the districts.
 Eta.^Siizations were most concerned with the accuracy of DEIR estimates and
 analyses and the document's omission of socio-economic  indicators pertaining to the
 2n^s workforce and project effects on employment.  They shared the school districts'
 desire to include BACT in project implementation, particularly with respect to tanks,
 flanges, pumps, and valves that can contribute to fugitive emissions on-site.  Community
 options such as the Rodeo Citizens Association and the Crockett *°f<»""*
 Association, included members who had been instrumental in negotiating facility siting
 or exPrsior; agreements with C&H Sugar, Pacific Refinery, and other firms. Their
 comments focused on proposed mitigations similar to those incorporated in previous
 agreements,  such as "no net increase" in VOC emissions, use of technological
  51

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 innovations (i.e., fenceline monitoring, bellows valves), landscaping/ restoration of native
 vegetation, and the establishment of a community fund. The proximity of Hillcrest
 Elementaiy School was viewed as particularly troublesome. While very few
 representatives from Rodeo or Crockett commented on the DEIR, one can find hints of
 divergent perspectives on the refinery's impacts and town entitlement to mitigation or
 community development funds.  These rifts inevitably emerged between the two
 unincorporated towns, which at times regarded each other hi less than amiable ways.

        Rodeo is where the plant is and Crockett is just downwind of it, adjacent to it.  It* s about a mile
        away but the topography and the prevalent wind direction means that Crockett is often impacted
        more than the town that the plant's located in. Most of Crockett cannot even see the refinery.
        There's only a few houses on the hill that can even see it.  But they smell it, they feel it...Rodeo
        and Crockett have always been rival towns, they're unincorporated, they fight over all sorts of
        tilings, money from the County coffers, and on and on.  Bayo Vista being the only housing project
        in both areas and concentration of low-income people of color is basically an island that Rodeo
        and Crockett don't even recognize or want to say even exists so it was a very difficult situation,161

 While the Catacarb spill held the potential to magnify differences between the towns, the
 circumstances of the  ensuing negotiations encouraged residents to present a united front
 to Unocal management.

 Dispute Resolution. Interviewees suggest that early town meetings immediately
 following the spill were instrumental hi aligning residents' sense of what went wrong and
 helped them to prioritize community interests. The first such meeting was held by the
 Crockett Improvement Association (CIA) one week after the catalyst regeneration unit
 was finally shut down,'62 Approximately 80 residents attended the meeting, which also
 included a large group of Unocal managers, scientists, and public relations officials, a
 representative of Supervisor Jeff Smith's  office, and members of the County Health
 Department and the AQMD. The September  13 meeting offered the first chance for local
 residents to voice their concerns about the accident, less than three weeks before a
 scheduled County Planning Commission hearing where the County would be asked by
 the Zoning Administrator to certify the FEIR and approve  Unocal's land use permit.
 That and subsequent meetings163 also gave Unocal and regulatory agencies a chance to
 explain the conditions leading to the two week release. Their answers to dozens of
 questions, which residents perceived as evasive or contradictory, further encouraged the
 towns to mobilize support for opposition to the permit and for good neighbor negotiations,
 again promoted by CBE.

       The key was several public meetings with the first bunch of managers and science people and
       technicians and PR people and Crockett to quote, "explain" that this was really nothing bad for
       you, that things were just tine and not to  worry, and we were just mad as hell. And it snowballed.
       After about two or three meetings, we were about ready to lynch those guys. That's when Unocal
161 Interview of former Organizer, Communities for a Better Environment, June 4,2002, hi Point Richmond.
162 Crockett-Rodeo Coalition (1994). Report on Community Activities Relative to Unocal, November 13,
1994.
163 Other early meetings included a CIA business meeting that drew 100 people, the Planning
Commission's meeting at Hillcrest Elementary School attended by approximately 200 people (October 4),
a County Health Department town meeting attended by approximately 100 people (October 5), a meeting
between Crockett residents and State Assemblyman Bob Campbell (October 14).
52

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         sent in the smoothies. But smoothies with authority, too. They weren't, "gee, I don't know if I
         can do this," or "no, that's too much," or "no, we can't do that, there's no scientific proof, why do
         we need this?" Or "that's the County's job, why bring this up?"  We had some bad answers from
         the first bunch.164

 There was broad agreement among interviewees that these early meetings also shifted the
 response of certain County governing bodies from ambivalence or denial to strong
 support for residents' concerns.

         The County Supervisor who had authority over Unocal, it was within his district, Jeff Smith, he
         calls up the president of Unocal down in southern California shortly after the incident occurs, and
         he says I'd like you to come up and address the Board of Supervisors, which had been the
         precedent that had been established by other companies  in the aftermath of an incident, and if
         there's one thing that I have had in my career it has been associated with a number of spectacular
         industrial incidents, and basically the President of Unocal said to him why  the hell should I come
         up there? You can't force me to come before the Board of Supervisors. And it was that antipathy
         for the community that I think was reflective of Unocal's demise within the community and
         ultimately their economic demise within the United States... So it wasn't that they recognized that
         they had done something wrong or that they were trying to assuage the problems that they had
         caused, it was because they said OK, we're gonna jettison these resources anyway. When they
         sold to Tosco, they basically sold it for the value of the refinery for pennies on the dollar.165

 County support for resident concerns was manifest in the following actions by permitting
 bodies:

     •   The County Board of Supervisors voted on a proposal by Jeff Smith and authorized the creation of
         a Citizen's Advisory Panel to serve as a refinery oversight committee on September 20;166
     •   The County Planning Commission delayed action on the reformulated fuels project from October
        4 to October 18;167
     •  The County Planning Commission delayed approval of the project on October 18, and requested
        that Unocal and community representatives work  toward a settlement agreement; and
     •  On November 15, the County Planning Commission approved the project and  staff-proposed
        conditions of approval, with the addition of four conditions, including:

            78. Within three months of the effective data of the land use  permit and every three months
                thereafter, the applicant shall submit to the Zoning Administrator,  for review and approval,
                a written report outlining the progress of negotiations of a Good Neighbor Agreement.
                Good faith negotiations toward a Good Neighbor Agreement, as determined by the Zoning
                Administrator, shall be a condition of approval of the land use permit. If the Zoning
                Administrator finds that the applicant has not facilitated good faith negotiations, the Zoning
                administrator shall notify the applicant of noncompliance with the conditions of approval
                and shall commence revocation proceedings for the land use permit.168
164 Interview of Crockett resident, October 31, 2002, via telephone.
165 Interview of CAP facilitator, August 29,2002, via telephone.
166 Crockett-Rodeo Coalition (1994). Activities since the Catacarb release on September 6,1994.
November 13,1994.
167 Contra Costa County Planning Commission (1994).  Agenda Item #7, Tuesday, October 18,1994,
Unocal Corporation (Applicant and Owner).
168 Contra Costa County Planning Commission (1994).  Agenda Item #6, Tuesday, November 15,1994,
Unocal Corporation (Applicant and Owner); Supra note 162.
53

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 Board of Supervisor actions to encourage investigation and greater scrutiny of the Rodeo
 refinery would continue after its approval of Unocal's land use permit.169  Interviewees
 agreed that Board assistance came after initial resistance to residents' concerns.  Some even
 suggested that it was this initial period of denial that led residents to replace Jeff Smith as
 their representative on the Board in the next election.

 Thus, residents, who with few exceptions were absent from the early stages of the
 permitting process, were galvanized by the Catacarb incident, further angered by agency
 and corporate response, mobilized by CBE, and encouraged to some degree by the
 County Planning Commission to engage Unocal in settlement talks. Interviewees
 mentioned four other points of leverage that fueled subsequent community-corporate
 negotiations.  First, Unocal replaced some of their refinery management, including the
 refinery General Manager.  New management was quicker to engage Crockett and Rodeo
 residents in the aftermath of minor refinery incidents that followed.170 Management also
 corresponded regularly with County agencies concerning their activities following the
 Catacarb release.171  Residents were able to discuss the Catacarb incident more readily
 with the new employees, who were not complicit in the 16-day release.  A ninety minute
 release of hydrogen sulfide  near the Hillcrest Elementary School on September 15 shifted
 even more of the  community's focus toward the school's proximity to refinery storage
 tanks.172  A growing tide of litigation, though unrelated to the demands of residents
 negotiating directly with Unocal, crested on September 23  with the announcement of a $1
 billion toxic tort claim involving over 1,000 claimants,173 While settlement of the case
 for $80 million with what would become 6,000 plaintiffs did not occur until April 1997,
169 For example, following a tank fire at the refinery in June 1995, Supervisor Jeff Smith requested a
"thorough report to the Board of Supervisors by June 27* on the recent Unocal tank fire and related non-
compliance issues from the Health Services Department, County Counsel, and Community Development"
The report was to include "all options to the Board of Supervisors to stop this pattern of repeated violations
at Unocal, including an emergency shutdown of the plant while corrective measures are put in place."
Smith, J. (1995). Recent Incidents at Unocal Refinery in Rodeo, to Board of Supervisors, June 20,1995;
Jeff Smith also joined two other supervisors in passing the "Good Neighbor Ordinance," which required
refineries to meet stringent environmental standards and undergo public hearings before undertaking
maintenance projects valued at more than one million dollars. Hallissy, £. (1996). Strict new rules for
three Bay refineries. San Francisco Chronicle, December 31,1996, p. A1.
170 Three local managers were placed on administrative leave and new managers were brought in from Los
Angeles. For example, Acting General Manager sent a letter to the general public on December 15,1994
regarding a malfunction on a compressor at the unicracker unit that resulted in an emergency shutdown,
flaring, and odor complaints. The letter outlines Unocal's steps following the accident, which occurred the
day before, including notification of their Emergency Response Team, the Rodeo-Hercules Fire
Department, the Crockett-Carquinez Fire Department, and members of the Community Advisory Panel.
171 See Thatcher, H. (1994).  Letter to Catherine Kutsuris, Contra Costa County Community Development
Department from Henry Thatcher, Superintendent, Human Resources, Unocal San Francisco Refinery;
Plesh, S. (1994). Letter to Dennis Barry, Contra Costa County Community Development Department from
Stephen Plesh, General Manager, Unocal San Francisco Refinery, October 12,1994; Plesh, S. (1994).
Letter to Planning Commission members from Stephen Plesh, General Manager, Unocal San Francisco
Refinery, November 9,1994.
172 Collins, J. & Lewis, D. (2000). Hydrogen Sulfide: Evaluation of Current California Air Quality
Standards with Respect to Protection of Children, Prepared for California Air Resources Board, September
1,2000.
173 Burason, R. (1994).  Residents sue Unocal for SI billion over leaks. Contra Costa Times, September 23,
1994, p. 1.
54

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 the company was encouraged to limit liability by working directly with a comparably
 small number of residents through direct negotiation.174  It would also prove cost-
 effective to address certain concerns through a GNA, which included many long-range
 commitments that could be transferred along with general liability to the Tosco
 Corporation upon its purchase of the refinery in November 1996.175 An early community
 demand to develop an alternative dispute resolution process for claims related to the
 Catacarb release further enhanced the benefits to negotiation perceived by Unocal.
 Finally, Unocal's relatively late start in pursuing permits for its reformulated fuels project
 meant that it could not afford the kinds of delays that protracted litigation or
 administrative processes would require.

 Negotiations commenced after a final town meeting (convened by the County Health
 Department) on October 5 and the Planning Commission's refusal to grant the land use
 permit on October 18. By then, Crockett leaders had organized the Crockett Group,
 composed of Douglas Tubb, Howard Adams, Kent Peterson, Alica Anderson, Kasha
 Kessler, and Dave Hicks. Three Crockett leaders (Salli Spoon, President of the Chamber
 of Commerce, Alica Anderson, President of the Crockett Improvement Association (CIA),
 and Jay Gunkelman, member of the CIA) asked outgoing refinery manager, Steve Plesh,
 to meet with members of Crockett and Rodeo at the Commission meeting.  Their offer
 was accepted. A town strategy meeting was then called for Crockett, Rodeo, CBE, and
 union representatives for October 27 at the Crockett Community Center. By October 26,
 members from Crockett and Rodeo (Lynn Cherry, Leonard Miglio, and Janet Callaghan)
 had solicited the support of Supervisor Jeff Smith and discussed their planned
 negotiations with Unocal with him. The strategy meeting yielded a list of community
 wants, which were presented to Unocal at the first GNA meeting on October 28.
 Community concerns included the following:
174 Hallissy, E. (1997). Unocal will settle suits for $80 million. San Francisco Chronicle, April 15,1997, p.
A-l.
175 San Francisco Examiner (1996). Off the ticker.  San Francisco Examiner, November 19,1996, p. C-l.
55

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Table 13.  Community Concerns Presented to Unocal.
       ,&s«eArea
Response and Notification
Environment
Fenceline Monitoring; Community Advisory Panel; Independent Audits; Fire
Department Training; Fire/Bmergency Radio Channels; Data Base/Information
Distribution Center, Community Warning System; Warning Sirens; Crockett-
Carquinez Fire Department; Neighborhood Watch Network
Chlorine; Hydrogen Sulflde; Hydrocarbons; Wa&ewater Discharge and Disclosure;
Emission OtTseis; Worker Training; Flare/Noise Advance Warning; Tank Uak
Monitoring
.jywg-ijfeNB^^                                                ,
ita&mljiijjgUim                     *>:• 1: "* ' .  r--—<^ ',  '  '
Transportation
Construction/Ongoing Traffic Mitigation; Parker Avenue; Anhydrous Ammonia;
Cummingg Skyway Funds; Bicycle/Pedestrian Walkway
Safety
Vec&
Legal
Relocate Hillcrest School; School Protection; Bayo Vista Safety
Agreement to Negotiate; Conflict Resolution Process; Remedies for Breach of
Contract; Refinery Name change; Drop Appeals of Reformulated Fuels Project
Permit
Three early developments should be noted before we consider how these demands were
translated into provisions of the GNA.  A small number of issues were effectively
declared "off the table" by Unocal after the third GNA meeting on November 7:

    •  funding to enhance community-wide neighborhood watch programs
    •  wastewater discharges and disclosure, particularly methods for reducing selenium discharges at
       the refinery
    •  establishment of a $2 million trust fund to create a Tree Management District for Rodeo and
       Crockett to expand landscaping plans
    •  replacement of Unocal's flare system with "ground-style" facilities
    •  relocation of Hillcrest Elementary School to an alternative site (Unocal estimated that the cost of
       relocation would be roughly $28 million)176

Changing the refinery name from the "San Francisco" to the "Rodeo" Refinery was also
tabled at a later date. Some residents consider the tabling of certain issues to have been a
mistake in judgment early on.  For instance, several negotiators considered the location of
Hillcrest Elementary to be the single most important issue at the time.  Tabling this issue
was interpreted as either an effort by Unocal to anchor talks around an anticipated  figure
below the projected cost of relocation, or to  deny any proposal that either lacked a nexus
to the project or amounted to even a symbolic admission of UnocaTs contribution to risks
to human health and safety at the school.

Tabling the above items also delayed community efforts to commit Unocal to a binding
legal agreement to negotiate their concerns to conclusion.  Residents suggested this
agreement as a means of facilitating permit approval while the community ironed out its
176 Plesh, S. (1994). Letter to Alica Anderson and Lynn Cherry from Stephen Plesh, General Manager,
Unocal San Francisco Refinery, November 9,1994.
56

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 disagreements with Unocal and produced a final single text agreement. A CBE
 representative explains the genesis of the proposed agreement:

        Very shortly on, we presented Unocal with an agreement to negotiate which was another thing that
        we learned from the unions which is how they start contract negotiations. Which is to sign a
        simple agreement saying we agree to bargain in good faith the following issues to resolution.  It's
        not really groundrules, it's a legally binding pre-agreement, a contract which binds the company to
        negotiate in good faith first.177

 Unocal reiterated its "commitment to reaching consensus with the Crockett and Rodeo
 communities," but did not draft the agreement to negotiate promised at the November 7
 meeting.178 Its letter of commitment included Unocal's interpretation of community
 concerns that the company would continue to discuss, including CAP formation,
 enhanced emergency response, emergency warning concerns at Hillcrest, a fenceline
 monitoring pilot program, reduced air emissions, evaluation of methods to reduce use  of
 extremely hazardous chemicals, responding to Catacarb-related health concerns, making
 available alternative dispute resolution to manage Catacarb claims, establishing a
 community funding program, helping to fund Cummings Skyway, participating hi
 vocational training programs, and implementing a program to enhance local hiring.
 A final early development was the formalization of the community's negotiating capacity.
 On November 6, co-chairs of the newly formed Crockett-Rodeo Coalition, Alica
 Anderson (Crockett) and Lynn Cherry (Rodeo), were elected by community group
 volunteers. At a November 9 meeting at the Crockett Community Center, Crockett,
 Rodeo, and Bayo Vista residents developed committees and working groups and gave
 each tasks designed  to clarify the initial negotiating list.  By November 13, the
 committees had made considerable progress179:
177 Supra note 161.
178 Cherry, L. & Gunkehnan, J. (1994), Letter to Members of the Planning Commission from Lynn Cherry,
Co-Chair, Rodeo and Jay Gunkelman, Assistant Co-Chair, Crockett, November 13,1994.
179 Taken from Crockett-Rodeo Coalition (1994). Reports from Committees in Crockett-Rodeo Coalition
Negotiation Packet, November 13,1994.
57

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Table 14,  Committees Developed by November 13,1994 by Residents.
  Committee          '             Ji^»feg0ti8tfc»   •       *                   I
Legal Issues      Agreement to negotiate; funding for legal review of Agreement;   Authorization to submit invoices for legal
                GNA must be written for signature by representatives of Rodeo,   review to Unocal for payment; Provision
                Crockett, andltaoeal; Orate a conflict resolution process and     of funds to Crockett-Rodeo Coalition for
                panel to handle legal claims from Crockett and Rodeo           legal review expenses
Emergency      Install remote ftnceline monitoring system directly wired to
Response and    community fl» departments and other agencies for immediate
Community      alerting of releases; designed to ensure maximum level of
Warning        public safety and air quality possible through early detection
                and control of the release source of any hazardous, aromatic, or
                odorous materials; alt data to be available to the public via a
                phone link to coatptiters at community libraries and schools;
                link sent to AQMD; on-sitc audits by neighbors.
                environmentalists, and workers; funding for fin departments to
                provide training for emergency response and community safety;
                workable evacuation  plan practiced regularly; create and
                maintain compatible radio channels of the fire/emergency units
                at Unocal with such units from County, Crockett, and Rodeo,
                with back-up communication in the event of total power loss;
                create computerized database with information on the effects of
                known hazardous materials associated with refinery
Funding for on-site, paid professional
monitors of community choice on a 24-
hour basis; funding for community odor
and spill patrol teams under the control of
community groups; install surveillance
cameras at major refinery units, flares,
and fencclincs operated and monitored on
a 24-hour bases by community and
government agencies; facilitate the
presence of citizen monitors inside
refinery property to participate in
activation of public notification and
wanting systems in the event of chemical
spills and releases
                public safety and health measures; ensure rapid medical
                provision and agency employment of procedures following
                detection of a release source or contents; establish and fund
                operation of community access public health and safety
                information distribution center serving Bayo Vista, Crockett,
                and Rodeo; contribute remainder of $250,000 previously
                committed to the Community Warning System; fund warning
                sirens; enhance neighborhood watch programs
58

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                       ,' ,<  ',-  1
Vegetation and   Mitigation for arect, local sir quality impacts ofpraject through
Parks           afe1 quality maintenance zone and implefflentatioa«flong-tefm
                that zone; include community representatives mrfiscussions
                with agencies toward implementation; provision for safe bicycle
                financial commitment to fond tisdsey Museum rescue activities
                in the surrounding areas
Commitment to fund vegetation
management district; purchase of the
Hagar tract adjacent to eastern boundary
of refinery for dedieallon to Park District;
planting and maimenance of buffer of
trees in Zone beween Uoocal and
Hiltcrest} ffnane&i and ri^it-ofway
eorattiteBeatlo develop safe path for
bicycle and pedestrian traffic along San
PabM> Avenue Ihroagh tlnocsal property;
                                                                        ofCtanmfiigs Skyway
l^ a V'*
 Vocational      Long-term commitmeflt of si^ificant funding for vocational      n/a
 Training        ttafeingati01m.Sw6ttHigh School ($100,000peryear);
                assistance with getting John Swett students into apprenticeship
 59

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 Environmental
Reduction in risks associated with chlorine and hydrogen
aulfide; reduction in emissions of hydrocarbons and hydrogen
sulfidc; full public disclosure of chemicals contained in
wastewater discharges; offset for emission of paniculate matter
through tree planting; training and competence of workers; all
Unocal Jobs held by union workers, especially maintenance
positions; advance warning when flare noise expected;
underground monitoring equipment for all new tanks
Enclosed loading and unloading facilities
for hazardous materials transfers; reduce
quantities of acutely hazardous materials
used at refinery and frequency of
deliveries and transfers; increase flare gas
recovery systems capacity to prevent
flaring during major upsets; use
cascading ground flares to reduce
emissions; vent all pressure relief valves
into containment; retrofit with bellows
valves on all services 2 inches or less;
install bellows valves on all new project
services; utilize cone roof design; drop
                                                                     permit data; fund independent audit for
                                                                     pollution prevention; meet selenium
                                                                     discharge limits on a per barrel basis
 By this time, a small group of predominantly Crockett residents had also formed the
 Shoreline Environmental Alliance (SEA), which focused on environmental health and
 was the strongest proponent of Hillcrest school relocation. SEA members advanced their
 own negotiation proposal that focused on medical testing and treatment, health surveys,
 pollution monitoring, lead testing, additive and synergistic effects of exposure to
 Catacarb to those already with elevated blood lead levels,  and medical staff training for
 treatment of chemical exposure. Interestingly, the group also focused on relieving the
 burdens borne by residents of Bayo Vista, the housing authority located along the
 refinery's fenceline in Rodeo. Elements of their negotiation proposal that encompassed
 the concerns of Bayo Vista included:

    •   Funding for immediate and continued local health care and concerns for low-income citizens
        exposed to chemical release. Bayo Vista area as defined by its physical relationship to the refinery
        and its shared facilities increase vulnerability to chemical exposure. The citizens living or
        utilizing facilities in this area generally have no or limited health care programs to respond to their
        health needs.
    •   Include Bayo Vista's Tiny Tot School in monitor installation program.  Provide report and/or
        explanation of Federal Government participation for health, safety, testing, and other issues related
        to exposure to chemical releases for community residents living in or frequenting this area.
    •   An endorsement of Stephen Batchelder's Tree Maintenance District proposal that would
        absorb .03-.2 pounds of particulates per tree per day (the project would add 165 Ibs/day of
        paniculate emissions, requiring 1,650 trees to absorb paniculate matter from the new project).
        Bayo Vista residents continue to express concerns over particulates.180
180 Shoreline Environmental Alliance (1994). Health Sub-Committee Health Issues Negotiation Proposal,
November 11,1994.
60

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 The committee structure described above was viewed as helpful to residents for a number
 of reasons. First, they solidified a number of important issue areas that were initially
 presented to Unocal en masse.  By allowing small groups of highly dedicated and
 qualified people (for instance, the health committee included a chemistry Ph.D.; the
 vegetation and parks committee included an arborist) to further explore these issues, the
 committee structure made it more difficult for Unocal to ignore or postpone consideration
 of certain proposals. Interviewees credit the committees for ensuring that most of their
 initial demands were accounted for in the final agreement, even though residents, who in
 some cases had just completed ten years' worth of negotiations with other companies,
 gradually dropped out of the process. Committees also met on separate occasions with
 Unocal, allowing for more focused discussions, and reported back to the broader
 negotiating committee, chaired jointly by Crockett and Rodeo residents. At the same
 time, the  committees did provide their own set of challenges. Representation on the
 committees was inherently lopsided due to self-selection. This meant that after mid-
 November 1994,  access to decision-making and the ability of certain affected areas to
 influence policy was limited. As shown below, the committees, by virtue of self-
 selection, did not encourage equal consideration of the issues by representatives of each
 community.  Finally, the presence of committees, and their direct negotiations with
 Unocal, constituted an implicit concession on the part of the community: there was a
 limit to which any particular issue could be addressed without crowding out the interests
 of other committees. For example, certain committees were adamant that demands for
 school relocation be dropped so as not to affect other concerns. Similarly, efforts to
 commit Unocal to fund all or part of the Cummings Skyway road extension were viewed
 by some as a misuse of money that should have been appropriated for school relocation
 or other projects.  Figure 5 provides a sketch of the committees, their membership, and
 the frequency with which they met with Unocal before development of an initial draft of
 theGNA.181
181 Taken from Good Neighbor Agreement between Crockett-Rodeo Coalition, Shoreline Environmental
Alliance, Citizens for a Better Environment, and the Unocal Corporation Attachment B, April 7,1995;
Crockett-Rodeo Coalition (1994).  Report on Community Activities Relative to Unocal, November 13,
1994; Unocal Corporation (1994). Unocal Reformulated Gasoline Project Summary of Community
Meetings, Presented to the Contra Costa County Board of Supervisors, December 20,1994.
61

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 Figure 5. Negotiating Committee Membership/Meetings, November-December, 1994.
       Emergency
       Response/
        Warning
        SEA (2)
        CIA (2)
        CFD(l)
        RFD(1)
      BayoVistaO)
       Crockett (1)
         Audit
        SEA (2)
        CIA(l)
        CBE (1)
                         Vegetation
                         and Paries
                          CIA (2)
                          RCA (1)
                        School Safety
                          SEA (3)
                          RCA (1)
                         JSUSD (1)
Vocational
 SEA(l)
 RCA(l)
JSUSD (1)
Tormey(l)
 Fenceline
Monitoring
 CBE (2)
 SEA (1)
 CIA (I)
 RCA (1)
                                     \
                 Local Hiring
                 Tormey (2)
                  RCA (1)
                Transportation
                 Crockett (1)
                  Rodeo(l)
   Financial
  Distribution
   SEA (2)
   CIA (2)
   RCA (2)
 BayoVista(I)
  Crockett (1)
   Rodeo (1)
  Tonney (1)
                 4-*

   Crockett-Rodeo Coalition/
    Negotiating Committee
Composed of chairs/co-chairs from
 Crockett, Rodeo, SEA, and CBE
"~\  \\  \
   loV   "\.   \\\\
    SEA - Shoreline Environmental Alliance
    CIA - Crockett Impovement Association
    RCA - Rodeo Citizen's Alliance
    CFD/RFD - Crockett-Rodeo Fire Department
    CBE - Citizens for a Better Environment
    JSUSD - John Swett Unified School District

    Does not include Unocal meetings with other individuals/agencies or
    informal meetings that have not been documented
                                                    14
                                          Unocal Negotiating Team
                                           Acting General Manager
                                              Legal Counsel
                                              Public Relations
                                         Environmental Professionals
The communities and Unocal made substantial progress on emergency response, health,
and vegetation/parks issues within smaller meetings with committee representatives.182
Other issues, particularly financial allotments, legal issues, audits, and school safety,
were covered in the 14 broader GNA negotiations.  Some of these issues were of concern
to many or all committees, such as financial distribution. Others either elicited
concessions early on by Unocal with little remaining bargaining room (e.g.,
environmental audits) or they were explored in part by Unocal through meetings with
individuals that were not represented by the committees (for instance, school safety was
explored through direct meetings with school officials and shelter-in-place drills run with
the assistance of Unocal; the company further agreed by mid-October to contribute
182 For example, a meeting between Unocal representatives and the Public Safety Committee of the CIA
yielded proposals such as the use of a network of fax machines in critical locations in the community, to
allow Unocal to disseminate information "regardless of the nature of the event or whether County systems
(CAN, etc.) are activated." Habinski, H. (1994). Notes of the Meeting Between Unocal Representatives
and the Public Safety Committee of the Crockett Improvement Association, November 2,1994.
62

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 $378,000 to Hillcrest for weather stripping, door, and window improvements).  It should
 also be noted that many elements of the GNA required a separate series of meetings after
 the initial agreement was reached in late December 1994. These included fenceline
 monitoring, medical treatment, health studies, and legal issues pertaining to the final draft
 of the document.

 Unocal responded to community demands with a series of proposals that were either
 linked to some of the issues raised by committees, offered directly to the Community
 Development Department, or agreed to with the Rodeo Municipal Advisory Council
 (RMAC), a quasi-governmental body whose members were appointed by tiie Board of
 Supervisors.

        September21,1994; Memorandum of Understanding with RMAC183
            •   Locate Tank 109 further from Hillcrest School
            •   Improve emergency notification plan to Hillcrest and St. Patrick's Schools and Bayo
                Vista
            •   Provide Rodeo with quarterly newsletters information community of project status
            •   Conduct two shelter in place workshops and distribute kits by June 1995
            •   Work with Rodeo licensed day care centers to request notification from Community
                Warning System; provide for any required access material and installation
            •   Continue participation in the Refinery/Petrochemical mutual aid system
            •   Appear before the RMAC quarterly during project construction
            •   Contribute $50,000 in January 1995 and $50,000 in January 1996 for community
                improvements in Rodeo, selected by RMAC
            •   Advise RMAC of future hiring plans
            *   Work with Contra Costa building trades to implement hiring outreach for apprentices
                from Crockett, Rodeo
            •   Work with County to develop a community advisory program
            •   Work with East Bay Regional Park District and State Lands Commission to develop bike
                and walking path along San Pablo Avenue
            •   Contribute $25,000 per year for three years to John Swett Unified School District for
                specific student programs
            •    Contribute $378,000 for facilities improvement project at Hillcrest Elementary School

        October  12,1994:  Activities Summarized to Community Development Department184
            •   Reviewing notification procedures with regulatory agencies
            •    Will continue to work in conjunction with County's expanded emergency notification
               network
            •   Forming a Community Advisory Panel with representatives from Crockett, Rodeo, and
               Tormey
            •   About to begin educational program with schools, senior centers, day care facilities, and
               community groups on how to respond to emergency releases
           •   Making a contribution to Hillcrest (agreed to with RMAC)
183 Memorandum of Understanding Between the Rodeo Municipal Advisory Council and Unocal San
Francisco Refinery, September 21,1994.
184 Plesh, S. (1994). Letter to Dennis Barry, Contra Costa County Community Development Department
from Stephen Plesh, General Manager, Unocal San Francisco Refinery, October 12,1994.
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         October 28,1994:  Activities Summarized to Community Development Department185
             •  Is investigating all property damage claims; efforts to clean cars, windows, and personal
                property will be completed soon
             •  Contribution has been presented to Hillcrest (October 20)
             •  Will install temporary on-site monitor at Hillcrest this week to allow school to be aware
                of airborne release
             •  Working with Community Awareness and Emergency Response (CAER) organization to
                educate community on sheltering in place and other ways of protecting themselves in the
                event of a release; developing videos to be mailed to each neighboring household
             •  Signed contract with CAER for installation of new community warning system,
                scheduled for completion in December 1995; would be capable of linking directly to all
                major local TV, radio, and cable stations, activating sirens audible to residents within one
                mile of each major industrial facility in County, including Unocal, initiating the current
                Community Alert Network, a computerized telephone system which delivers messages to
                businesses and residents during an emergency, and connecting to digital highway signs
                planned by State Department of Transportation.

        Novembers, 1994186
             •   Opened a temporary medical clinic in Crockett staffed by independent medical expert
                specializing in toxicology and environmental medicine
             •   Initiated a health risk assessment working group including representatives from the
                community and risk assessment experts selected by the community and Unocal

        November 8,1994:  Unocal presents its Response to Community Concerns187
             •   Will work to form a CAP, the function and role of which will be defined in a separate
                agreement
             •   Will provide status reports on the project to the CAP
             •   Will request that land use permit conditions apply to Crockett as well as Rodeo Fire
                Department emergency response
             •   Will work with Community Awareness and Emergency Response organization to
                implement a new Community Warning System; has committed $250,000 toward
                implementation of the system
             •   Will implement shelter-in-place education plan including two workshops and distribution
                of videos to 6,000 residents
             •   Will provide quarterly newsletters on project
             •   Will continue participation in Refinery/Petrochemical mutual aid system
             •   Will work with CAP to enhance emergency notification procedures
             •   Will continue to upgrade internal communications systems, including purchasing cellular
                phones, pagers, and other equipment
            •   Will develop system  to provide timely notification to emergency rooms, health care
                providers,  and pharmacies in the event of a release
            •   Will install experimental remote sensor fenceline monitor pilot program at refinery
            •   Will prepare report on pilot program and share with CAP and community groups
            •   Will install a set number of bellows valves on project facilities or by replacement of
                existing valves prior to March 1,1996. Will replace other existing valves by 1998
            •   Will preferentially purchase local emission offsets
            •   Will install a permanent air monitoring device at Hillcrest School by end of November
            *   Will phase out anhydrous ammonia at refinery (replaced with aqueous ammonia)
183 Thatcher, H. (1994). Letter to Catherine Kutsuris, Contra Costa County Community Development
Department from Henry Thatcher, Superintendent, Human Resources, Unocal San Francisco Refinery.
186 Handle, A. (1994). Letter to Board of Supervisors from Allen Randle, Acting General Manager, Unocal
Petroleum Products and Chemicals Division, December 5,1994.
187 Unocal Corporation (1994). Unocal's Response to Community Concerns, November 8,1994.
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                 Will conduct human health risk assessment through a working group; will present results
                 to include monitoring data and conclusions
                 Will continue to have medical expert specializing in toxicology and environmental
                 medicine available to residents to address health concerns related to recent releases
                 Will agree to annual contributions to Rodeo and Crockett for general improvements
                 Will work with Supervisors to develop a means of allowing Unocal to participate in
                 partial funding of Cummings Skyway extension
                 Has donated $378,000 to Hillcrest School
                 Will work with East Bay Regional Park District and State Lands Commission to develop
                 a bike and walking path along San Pablo Avenue through refinery
                 Will advise CAP of future hiring programs
                 Will work with building trades to implement a hiring outreach program for apprentices
                 Will contribute $25,000 per year for three years to John Swett Unified School District
                 Will develop an alternative dispute resolution process for claims related to Catacarb
                release
        November 11,1994188
        Letter to Community Chairs regarding further proposals
            •   Willing to hire independent auditor selected jointly by the parties to perform an
                independent audit of the refinery's emergency response plan, notification procedures, and
                safety management program; results would be made public
            •   Willing to install 80 bellows valves between now and March 1,1996; another SO would
                be installed by January 1,1997; assuming they meet performance standards, another 50
                would be retro-fit by January 1,1999
            •   Willing to contribute $100,000 annually to each of die communities for 15 years;
                allocation to be determined by committees comprised of community members and
                Unocal representatives

 UnocaTs agreement with RMAC was not the first example of residents seeking to pursue
 their demands prior to the establishment of a more broad-based process.

        Negotiation started before anything was organized. As usual, a few people get together, make
        demands on Unocal, people from the community, but not an organization, not an organized effort.
        Just the startup. People begin by making demands, and we even heard that Unocal had agreed to
        such and so before there was any real organization. And that's, it's that point I stepped in and
        helped organize the effort into a working entity.  At which point, the key person who had jumped
        in at the beginning vanished, and that was important to me also. There might have teen some
        early statement about paying money to the community.  This is a person in the pocket of one of
        the county supervisors who did not represent us and we had to fight to get control for the
        community away from outside supervisors.189

 Careful consideration of concessions that followed broader organization reveals that
 some of the most innovative and potentially cost-effective proposals linked to community
 warning and emergency response were either tabled or ignored. Recall that the
 Emergency Response and Community Warning Committee had produced the following
 proposals in order to assist the refinery in avoiding future Catacarb-type incidents:
188 Plesh, S. (1994).  Letter to Alica Anderson and Lynn Cherry from Stephen Plesh, General Manager,
Unocal San Francisco Refinery, November 11,1994.
189 Interview of Crockett Resident, November 11,2002, via telephone.
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        On-site, paid professional monitors of community choice at all times
        Funding for community odor and spill patrol teams under the control of community groups
        Surveillance cameras at major refinery units, flares, and fencelines operated and monitored at all
        times by community and government representatives
        Citizen monitors inside the refinery that would participate in activation of public notification and
        warning systems during spills and releases
        Fenceline monitors directly wired to community fire departments and other agencies for
        immediate alerting of releases, designed to ensure early detection and control of release source, all
        data available to public
        Funding for fire departments to design and provide training for emergency response
        Workable evacuation plan practiced regularly
        Create and maintain compatible radio channels of fire/emergency units at Unocal with such units
        from County, Crockett, and Rodeo
        Computerized database with information on effects of known hazardous materials and
        recommended medical treatments
        Ensure rapid medical provision and agency employment of recommended procedures following
        release detection
        Fund operation of a community access public health and safety information distribution center
        serving communities
        Contribute remainder of $250,000 previously committed to Community Warning System
        Fund permanent installation and maintenance of warning systems
        Funding to enhance community-wide neighborhood watch programs190
 Such proposals, which sought to alter roles and responsibilities, transfer some of the
 existing monitoring discretion from Unocal and agencies to local residents, and
 encourage the co-production of environmental safety by residents and the state, were
 "chipped away" by Unocal negotiators.191 Elements of community-corporate agreement,
 that appeared first in a 17-page GNA (signed on December 20 pending legal review),
 often represented something "close to the bottom line" for many of the negotiating
 committees.192 In the case of emergency response and warning, Unocal  agreed only to
 fund a database of health effect information, participate in a working group to develop an
 information and notification system, and to fund purchase of a siren as part of the existing
 Community Warning System. A remote sensing air monitoring testing program was
 agreed to, as well as one independent audit of the refinery's emergency notification
procedures. The School Safety Committee offered similarly comprehensive proposals to
ensure effective emergency planning at local schools and to facilitate school relocation
through $400,000 per year donations to fund two new schools in Crockett and Rodeo.
The December version of the GNA only promises a permanent monitoring station at
Hillcrest, further  education and training, access to property for a bus turnaround at
Hillcrest, and a study to identify risks "attributable" to Unocal vis-a-vis Hillcrest School
(and funds not to exceed $500,000 to perform mitigations should risks be found
attributable).  Similar examples of positional bargaining were noted in other committees
as well.
190 Emergency Response and Community Warning Committee (1994). Emergency Response and
Community Warning Issues for Negotiation, November 13,1994.
191 Interview of Tormey Resident, October 24,2002, via telephone.
192 Interivew of former Organizer, Citizens for a Better Environment, June 4,2002, in Point Richmond.
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 The most interesting dynamic to emerge following the creation of committees and
 solidification of their demands concerned the source of proposals. As evidenced by
 Table 14, residents, many who were suffering from the effects of Catacarb exposure,
 spent much of their time crafting proposals and investigating alternatives:

        We met endlessly. And we designed things because of course they were clueless.  We called
        phone companies, we called places to find out what to do about some sort of calling system and
        also to get information from the County. For instance, one of the tilings we proposed was that
        they would mail to every person in Crockett every six months or a year or less, a postcard and ask
        them if they were chemically sensitive or if they wanted notification of what would be considered
        kind of a "level two" incident which is not the highest but kind of a middle incident And we did
        this because my wife is very chemically sensitive and she has allergies and when they have a
        release, if affects her more than others and many other people felt the same way so we filled out
        all these forms and we figured out a way that Unocal could actually call with an automated system
        so mat the County wouldn't have to wait until doomsday, because they, literally people could be
        dying by the thousands and the County could say well, there doesn't seem to be scientific evidence,
        and we're not sure there's any cause and we don't know where the source of this is, even though
        of course there are now detectors all over the place, they still won't commit to all of that. So we
        were going to have Unocal determine if it was their release, with these new infrared detectors to
        notify us if it was this kind of middle-range release.193

 While residents were clearly adept at creating options for meeting their most pressing
 concerns, their proposals were often rebuffed by Unocal. When this happened,
 community representatives sought additional resources from the company in return for
 their reluctance to address certain issues or proposals.  A series of trades along these lines
 ensued.  For example, Unocal was opposed to CBE's participation in annual  audits that
 the company traditionally conducted at the facility. CBE agreed to drop its demand for
 inclusion in exchange for an increase in funding for the communities.  Interviewees agree
 that there was often pressure to "take some of the environmental and safety
 improvements away" in exchange for more  money. Unfortunately, some of the residents
 admit that they were not as capable of estimating dollar values for then- proposals as they
 were of envisioning them.  Thus, it proved difficult at times to gauge whether the trades
 were fair from the community's standpoint. But residents were able to help Unocal
 negotiators "sell" certain ideas to upper management, including the formation of a Good
 Neighbor Clinic, which was agreed to relatively early on. A  final difficulty in reaching
 agreement concerned Unocal's propensity to replace proposals that directly affected
 problems that had been identified vnfaprocesses for considering resident concerns. The
 December and final (April) versions of the GNA include outlines for studies of health
 risk, assessment of school risk attributability, reports on the viability of fenceline
 monitoring, and reports on emergency response audits. Much of the work that followed
 the agreement in principle served to establish protocols for carrying out these
 investigations. Tlie implementation phase of the GNA is riddled with moments of
 impasse before, during, and following issuance of these reports.

 Following the Planning Commission's approval  of the  land use permit, appeals were
 made to the Board of Supervisors by the United Association of Journeymen and
Apprentices of the Plumbing and Pipe Fitting Industry, SEA, and Unocal.  Interestingly,
193
  Interview of Crockett Resident, October 31,2002, via telephone.
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  the union's appeal claimed that the EIR did not take into account UnocaTs management
  practices which could lead to further releases.194  SEA also focused on issues of
  emergency response, citing inadequate protection for chemically sensitive individuals and
  calling for any fenceline monitoring system to offer direct and immediate public access to
  data.1 5 An agreement in principle (the first agreed-to version of the GNA) was reached
  on December 20,1994 Just before the Board was to consider the appeals, which were
  subsequently dropped. This unprecedented agreement shocked some of the community
  representatives in terms of the financial resources involved:
  Table 15.  Good Neighbor Agreement (in Principle) Financial Commitments.
                                    196
  Health Risk Assessment
  **#W*Nr^""-'^
  Epidemiologtcal Study
  Health Databflse
  County HAZMAT Van
 
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 activities.  When viewed as a percentage of total commitment, financial commitments
 suggest an interesting set of priorities that emerged from committee-driven proposals,
 Unocal acceptance or denial of each, and subsequent trades:
                                                         $4,530,000 (30.3%)*
                                                          3,000,000(20.1%)++
                                                          2,500,000(16.7%)*
                                                          1,500,000(10.0%)++
                                                          1,000,000(6.7%)*
                                                            670,000 (4.5%)+
                                                            590,000(3.9%)+
                                                            488,000(3.3%)
                                                            300,000 (2.0%)*
                                                            120,000 (0.8%)
                                                            100,000(0.7%)*
                                                             90,000 (0.6%)+
                                                             50,000 (0.3%)
                                                             10,000(0.1%)
        Transportation improvements:
        Financial contributions to four nearby communities:
        Air monitoring:
        John Swett vocational training;
        Anhydrous ammonia phase-out:
        Tree planting:
        Hillcrest school improvements:
        Health risk/epidemiological study:
        Reduce emissions:
        Medical clinic:
        Bike path:
        Emergency preparedness/community warning:
        Safety audit:
        Miscellaneous:

        * - condition of permit approval
        ++ = substantial improvement over permit condition
        + «• improvement over permit condition

The committee structure that negotiated the GNA, composed of members of existing
citizen and civic organizations, encouraged a relatively high level of financial support to
be allocated annually by the Crockett Foundation and the Rodeo Municipal Advisory
Council. Some proposals, by virtue of their "lumpiness" and strong support across the
community and with the County, received a disproportionate share of Unocal's allocation.
Two of the Planning Commission's conditions of approval were for Unocal to provide for
a fenceline monitor (condition 76), and for the company to contribute "$4,500,000 or an
alternate amount determined by the Board of Supervisors for the construction of the
Cummings Skyway extension" (condition 77),   A resident explains how these
conditions were added to the Commission's permit approval:
        We shared documents, draft documents for instance. We had a draft of the GNA that we gave to
        the Commission and asked them to put specific language into the permit from our document, to
        legalize under the permit tilings that we were getting Unocal to agree with. In some cases they did
        that, took language even verbatim. In other cases, they did not.  But there was a parallel process
        and it worked to our advantage.198

In lieu of school relocation, Hillcrest received 3.9% of the allotted sum for necessary
improvements.  Again, community representatives had been able to convince the
Planning Commission to require a $378,000 contribution to Hillcrest for structural
improvements (condition 75).  Environmental concerns were translated into promised
studies with limited consideration of how results would be interpreted or used to
influence refinery operations.  Emissions concerns received 2% of the total (or 6.5%
197 Contra Costa County (1994). Community Development Department Approved Permit, Conditions of
Approval for Land Use Permit #2038-93 (Unocal Corporation Reformulated Gasoline Project), December
20, 1994.
198 Interview of Crockett resident, November 11,1994, via telephone.
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 when participate matter reductions from tree planting are factored in), predominantly for
 the replacement of valves to reduce fugitive emissions. Some of these valve
 replacements may have been required by the AQMD during its subsequent permitting
 process for UnocaTs RGP (BACT for reformulated fuels projects included specifications
 for valve types).199 They were also added to the County's conditions of approval (#79).
 Most disappointing to several representatives was the lack of commitment to "preventing
 future Catacarb's." Less than one percent of the GNA was dedicated to such efforts. The
 inventiveness of committee proposals, urgency of local residents, and number of
 meetings with Unocal management and experts were not sufficient to ensure adequate
 representation of emergency preparedness in the final agreement. Some argued that the
 two largest one-time expenditures, the Cummings Skyway extension and fenceline
 monitoring, shared a nexus to emergency response.  Cummings Skyway would be built
 just in time for the destruction of Crockett's freeway ramps due to bridge construction. It
 therefore allowed for improved evacuation of the area. Fenceline monitoring was to
 contribute to these efforts through notification of offsite impacts of refinery releases. We
 will see that implementation severely limited its effectiveness in that regard.

 Implementation. The following is an overview of primary activities that followed party
 approval of the Initial GNA in December, 1994.

 Legal Review. Both sides relied on attorneys and negotiating committee members to
 scrutinize the initial document and provide recommendations for changes to its language.
 For community representatives, this process began prior  to the initial GNA and continued
 until a final draft was signed on April 7,1995. Three primary issues for residents were (1)
 document specificity and use of "dates certain," (2) Section ten (legal issues), (3) and the
 status of signatories to the agreement. Examples of specificity added to the document
 over tune included location and timing, direct recipients of certain commitments,
 prohibited expenditures, who should provide oversight, and enforcement mechanisms
 (e.g., which portions of the agreement are valid land use  conditions requiring appeal
 through County administrative procedures). A second concern involved the GNA's
 breach clause in  section ten, which initially entitled Unocal to damages (to be determined
 through either court action or disputes submitted to the Zoning Administrator).200
 Residents tried to get the section's language changed to eliminate money damages as a
 remedy or to assure that money damages would be deducted from Unocal's  financial
 responsibility and not taken from their organizations. An alternative was to limit both
 sides to "specific performance" of the contract as a remedy.201 The final document
 includes several clauses which sought to address the above concerns:

       Section X(l )e. No party shall be liable in monetary damages for any breach of this Agreement.
       The sole remedy for any breach  shall be an action for specific performance, and/or injunctive or
       declaratory relief to enforce the Agreement. No payment of attorney's fees shall be allowed
       pursuant to court order.
199 Bay Area Air Quality Management District (1993). Best Available Control Technology Guidelines for
Fugitive Emission Sources for Refinery Clean Fuels Projects, April 16,1993.
200 Rarao, A. (1994), Letter to Ruth Blakeney, Shoreline Environmental Alliance and Denny Larson,
Citizens for a Better Environment from Alan Ramo, December 20,1994.
201
  Ibid.
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         Section X(2).  If a final determination is made pursuant to paragraph 1 above that funds have
         been expended for an improper purpose as specified in Section VIII, paragraphs 4 and 5, Unocal
         shall be entitled to withhold future payments to the entity which has made the improper
         expenditure in an amount equal to the improper expenditure.

         Section X(6).  If any portion of the Good Neighbor Agreement is deemed invalid, the other
         portions shall remain in effect; if any portion is breached or declared illegal, the other portions
         shall remain enforceable and legal, except as specifically described herein.202

 These clauses limited  community organizational liability while ensuring that GNA
 implementation would continue even in the event of a breach of one or more sections.
 The final version of the legal section governed disputes according to a process that
 included notification of all parties, "good faith" discussions, and the submittal of a
 dispute for mediation by  a qualified person. Court actions were reserved for situations
 where the above means of dispute resolution were exhausted. Equally important to issues
 of breach was the legal status of signatory organizations for purposes of GNA
 enforceability. Attorneys commenting for the community  suggested that legally
 recognized entities should be involved for purposes of enforcement. Residents were
 warned that should they not be part of a legally recognized entity, they 'Svould have to
 rely upon the other community entity's continued viability and willingness to enforce
 community interests."203  In addition, attorneys questioned whether the Rodeo/Crockett
 Coalition was an operational organization, and suggested that ongoing organizations such
 as the RCA and CIA be substituted.204 In the end, the Coalition, SEA, CBE, and Unocal
 were the signatories to the GNA, even though the two local groups had yet to obtain
 501(c)3 status as formal non-profit organizations.

 Study Design and Results. A common difficulty  emerged during implementation of
 studies of health status, risks associated  with the Catacarb release, and school safety,
 attributable to errors of omission in the design of the agreement:

        We're going through  various drafts and watching the language fine-tuned and checking to see if
        something doesn't vanish without our approval and so on and we're getting tired. We really want
        to get to the end of mis, get the document signed.  And then in a few months or a year or two, we
       realize mat there are loopholes or that we just don't have all of the language that we needed.  And
        it's true in the GNA where one type of language that we don't have is definitions. What does a
        word mean? And that was particularly bad when it came to the  school issue of responsibility. We
       had something in the GNA about analyzing the grammar school building for its safety of the
       students, the defects in the building, windows, or whatever. And something about an analysis, a
       potential risk analysis. Something like that. We did not define this, exactly what we meant and
       exactly what was required in language mat would allow us to stay in command of the situation.
       And they were able to go through the motions of offsite consequence analysis and bring something
       forward from some consultant and then to have Unocal say well, but we don't agree, we don't
202 Good Neighbor Agreement between Crockett-Rodeo Coalition, Shoreline Environmental Alliance,
Citizens for a Better Environment, and the Unocal Corporation, April 7,1995, Section 10.
203 Montandon, A. (1995). Memorandum to Shoreline Environmental Alliance from Art Moritandon,
December 19,1995.
204 Weinberger, M. (1995).  Memorandum to Lynn Cherry, RCA and Denny Larson, CBE from Mark
Weinberger, January 27,1995.
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        accept this, we're going to have another one done, and string it out, and in the end it went
        nowhere,203

 By mid-February 1995, Unocal began to contract with researchers at San Francisco State
 University for the completion of an epidemiological study of residents exposed to
 Catacarb.    Residents were asked to attend a community forum in late February to hear
 from a panel of scientists and health professionals about the study.207 The principle
 investigator, Rosemarie Bowler, as well as community representatives, were confronted
 with numerous obstacles in carrying out their work. First, the County Health Services
 Department sought to intervene early in the process, an effort which was rebuked by
 community negotiators. 8  Second, the County gave little assistance to the researcher or
 residents in terms of offering comments on study instruments or information on the
 makeup of Catacarb.209  Unocal also hired a second researcher, Paul Fonteyn, to complete
 additional statistical analysis of the Bowler study, to determine "where there is a risk of
 over-interpretation, perform advanced statistical analysis of correlation structure of the
 data and determine if substantial internal correlation of the data is present."210 The report
 was made available in draft in January 1996. Controlling for household cluster effects,
 gender, education, and race, the study found an increased reporting of symptoms among
 those exposed to Catacarb,  including headaches, respiratory, visual, gastrointestinal, and
 dermatologic problems.  The study compared Crockett with a control community and did
 not consider Rodeo or Bayo Vista. The report found that adjusted odds ratios (or relative
 risk of developing a given condition  compared to those who are not exposed to a given
 item) were elevated for people

        Reporting sticky brown deposits on their cars (odds ratio of 3.0 for dermatological, headache, and
        chemical sensitivity symptoms)

        Reporting sticky brown deposits on their house (significantly higher visual, cardiac,
        dermatological, headache, chemical sensitivity, and gasto-intestinal symptoms)

        Reporting having gardened during the height of the release (significantly higher dermatologic and
        visual symptoms, possibly related to direct contact with Catacarb, which may have produced
        irritation of the mucous membranes of the eyes and skin)

        Reporting additional time spent outdoors during Labor Day weekend (hi five hour increments)
        (significantly higher visual, dermatological, and respiratory symptoms)211
203 Interview of Crockett resident, November 11,2002, via telephone.
206 Randle, A. (1995). Letter to Dr. Paul Fonteyn, Associate Vice President for Research, San Francisco
State University from Allen Randle, Acting General Manager, Unocal San Francisco Refinery, February 9,
1995.
207 Crockett Health Committee (1995). Announcement to Crockett, Rodeo, and Tormey residents regarding
Community Forum, Thursday, February 23,1995.
208 Shoreline Environmental Alliance (1995). Letter to Wendel Brunner, M.D., Contra Costa County
Health Services Department from SEA, February 2,1995.
209 Bowler, R. (1995). Memorandum to Dr. Wendel Brunner from Dr. Rosemary Bowler, February 9,1995.
210 Wilkes, J. (1995). Letter to Dr. Paul Fonteyn, Associate Vice President for Research, San Francisco
State University from Jeffrey Wilkes, General Manager, Unocal San Francisco Refinery, June 12,1995.
211 Bowler, R. (1996). Health Study of a Community Exposed to a Chemical Spill.  San Francisco State
University, March 29,1996.
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 These effects were found to be consistent with the effects of known constituents of
 Catacarb, including boron, vanadium, diethanolamine, and N-nitrosoethanolamine.
 Bowler's study would later be characterized by residents as 'the only study that reflects
 injury to the community."212

 The human health risk assessment, carried out by Montgomery Watson, was far more
 problematic.  At first, a working group composed of representatives from the California
 Environmental Protection Agency, California Department of Human Services, County
 Department of Health, Unocal management, and community representatives and their
 consultant, met regularly and produced numerous suggestions for improvements of the
 risk assessment. A third iteration of the assessment was issued by the consulting firm in
 November 1995.  The community's technical representative characterized the report as
 "poorly written, extremely difficult to understand, and makes no attempt to convey its
 finding in words or terms which could possibly be understood by the affected
 community."213 More importantly, community representatives  indicated that the report
 made use of air dispersion modeling that had not been approved or reviewed by the
 working group.214 Residents also found that the report ignored  evidence on the amount
 of Catacarb that had been deposited on surfaces in the community during the release.215
 Similar complaints were raised by state agencies represented on the working group. The
 State Department of Health Services found that changes in methodology, made without
 working group input, served to reduce health risks calculated for short-term exposure to
 Catacarb "by  over an order of magnitude."216  The agency discussed elements of
 uncertainty that meant that "definitive answers to the community regarding the presence
 or absence of health effects due to the Catacarb release cannot be inferred."217  These
 included the modeling approach used to estimate how Catacarb  released by the facility
 was dispersed through the air and deposited in various concentrations throughout the
 community. Further conditions of uncertainty included a lack of lexicological data for
 Catacarb, leading researchers to substitute related chemicals and assume that effects of
 constituent chemicals would be additive (rather than greater than additive, or synergistic),
 and the extrapolation of chemical toxicity data from laboratory animals to human beings
 to estimate health risks.

 Community representatives spent countless hours commenting on and offering
 corrections to various versions of the risk assessment.  In the end, the study failed to
 emerge from joint community-corporate investigation of modeling and  statistical
212 Health Committee (1996). Memorandum to the Steering Committee regarding the Shoreline
Environmental Alliance, February 20,1996.
213 Greenberg, A. (1995). Letter to Dr. Susan Mearns, Montgomery Watson from Dr. Alvin Greenberg,
Community Technical Representative to the Work Group regarding Unocal Catacarb release: Final health
risk assessment, December 15,1995.
214 Adams, H. (1996). Letter to Jeffrey Wilkes, General Manager, Unocal Corporation from Howard
Adams regarding Catacarb Health Risk Assessment, February 1,1996; Montgomery Watson (1995). Letter
to Working Group Members from Montgomery Watson, November 17,1995.
215 Adams, H. (1995). Catacarb Health Risk Assessment Comments, November 11,1995.
216 Armstrong, M., McNeel, S., & Seidel, S. (1995). Letter to Dr. Susan Mearns, Montgomery Watson
from Michael Armstrong, Research Scientist, Sandra McNeel, Research Scientist, and Sharon Seidel, Ph.D.,
IAI lexicologist for the State Department of Health Services, December 11,1995.
217 Ibid.
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 methodologies, and of assumptions underlying various exposure estimates.  This meant
 that the only study that could provide chemical analysis needed for proper symptom
 treatment guidance had to be disavowed by the working group and member agencies.
 Delays in finishing the assessment, which the GNA required to be completed by March
 1995, meant that any toxicological data in the report could not be used by Good Neighbor
 Clinic physicians in diagnosing and treating their patients.218

 Similarly, an assessment of school risk attributability, described below, yielded findings
 that were disavowed by Unocal and did not lead to recommended relocation or structural
 changes at area schools. Deviations from what were supposed to be iterative processes of
 data gathering, assumption testing, and agreement over interpretation of findings meant
 that little to no substantive changes were made to refinery operations or medical
 monitoring because of the above study findings.

 Fenceline Monitoring/Emergency Preparedness. Equally important to area residents,
 who sought medical treatment and an understanding of the effects  of Catacarb on their
 health,  were efforts to prevent "future Catacarbs." The primary means of meeting this
 objective was to win Planning Commission support for a fenceline monitoring system
 that could keep track of toxic air pollutants as they crossed refinery property. Local
 proponents of this technology included Andy Mechling, a camera specialist who
 developed unparalleled expertise in available monitoring models and their capabilities.
 CBE provided a great deal of support as  well for inclusion of such a system in the GNA
 and permit, efforts that had been less than successful in previous attempts with Shell Oil
 and Chevron. The original signatory organizations entered into a memorandum of
 understanding (MOU) in November 1996 regarding installation of a fenceline monitoring
 system.219 This agreement followed numerous meetings with Unocal during which such
 issues as detection  time (short detection time was called for so that the equipment could
 be sensitive to "hazardous releases of emergency nature"), best available technology, and
 data sharing were discussed. Community representatives claimed that Unocal was out of
 compliance with each of these issues during the initial pilot testing period, called for in
 the company's land use permit:

       By January 31,1995, the applicant shall submit to the Zoning Administrator for review and
       approval a monitoring test program for  a fenceline monitoring system as specified below. The
       system, if approved by the Zoning Administrator, shall be in place and operating by November 1,
        1996, and shall fully incorporate the best available technology. Unocal will test and install an
       unproved air pollution monitoring system that is mutually agreeable to the signatories of its Good
       Neighbor Agreement and the County Zoning Administrator as outlined below: Unocal.. .will
       design a monitoring test program that will include infrared or other state-of-the-art remote sensing
       technology by January 31,1995. The test program will be designed to determine the effective
       range of the monitoring instrument, the  compounds that the instrument is able to detect, the
       accuracy of the instrument at different ranges for detectable compounds, the reliability of the
       monitoring instrument at different ranges and for detectable compounds* the suitability of siting
       options, including the effect of localized environmental conditions (i.e., highways, fog, rain, wind,
218 Supra note 213.
219 Memorandum of Understanding between the Crockett-Rodeo Coalition, Shoreline Environmental
Alliance, Communities for a Better Environment, and Union Oil Company of California dba Unocal,
November 3,1996 regarding fenceline monitoring.
74

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        etc.)* identification of specialized operation and maintenance requirements, and the best means of
        recording the data collected.220

 The MOU resolved some of the above issues, while implementation of the pilot program,
 system construction, and use of the monitors raised countless others.  The most important
 issues resolved in the MOU included the kind and location of monitors, monitor spacing,
 compounds monitored by each kind of monitor, how data would be recorded,
 summarized, and made available to the public, system maintenance, and whether the
 system would be able to trigger various elements of the County's Community Warning
 System.  While the monitoring system was still in the design stage, members of SEA
 began to seek grants from the EPA and other sources for studies to measure pollutant
 load in Crockett and to engage in epidemiologic studies using the data.221  Such a study
 would have been unprecedented. Equally innovative were proposed efforts to incorporate
 the system into the County's existing emergency notification network. In addition, the
 technologies employed were relatively untested in the context of monitoring refinery
 emissions. They included "open path optical remote sensors," which send beams of light
 through the open air toward reflectors and gather "fingerprints" of the chemicals that pass
 by the light. Every time chemicals pass the light, a portion of the beam is absorbed,
 leaving a distortion in the beam of various wavelengths.  These fingerprints are compared
 to fingerprints in the monitor's internal library to determine the chemical makeup of what
 has passed the beam. Three types of open path optical remote sensors were used as part
 of the refinery monitoring system:

        Fourier Transform InfraRed (FTIR): uses an invisible beam of infra-red light reflected off of a
        mirror and returned to a detector, which looks for changes in light intensity at various wavelengths;
        chemicals monitored can be programmed into the system, which saves raw data for further
        analysis; over 300 chemicals can be detected by an FTIR during post-analysis.

        Tunable Diode Laser System (TDLS): uses infra-red reflected off a mirror; looks for light
        intensity changes at specific wavelengths; can measure hydrogen sulfide and ammonia.

        Ultra-violet (UV): uses UV light and scans various wavelengths; can measure benzene, toluene,
        xylene, carbon disulfide, and sulfur dioxide.222

 Access to data from the above systems was limited in the MOU to  video output for one
 recipient from a camera trained on the fenceline monitoring computer screen in real
 time.223 Residents were also allowed up to six requests for raw spectral data that were
 stored by the monitoring system.224 By February 1997, the company reviewed means of
 accessing the data, including video transmission, internet, remote access and control
 software, and view-only supervisory software. It concluded that the latter was the only
 technology that could satisfy elements of the MOU pertaining to speed, image transfer,
220 Supra note 197.
221 Mechling, A. (1996). Memorandum to Edward Masry, March 12, 1996.
222 Communities for a Better Environment (no date). Refinery Fenceline Monitoring Using Light Beams to
Detect Chemicals at the Fenceline of the Tosco, Rodeo Refinery.
223
  Supra note 219.
75

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             00^
 and security.    Thus it was determined that a single resident of Crockett would receive
 software so that continuously updated levels of various chemicals could stream across
 their computer screen in real time. The usefulness of these data has depended in large
 part on the person receiving the data stream.  Even in June 2002, Bill Concannon, who
 presently receives the data stream, has no means of recording the data.226 Thus, he can
 only check the computer screen, showing concentrations of 36 chemicals as they cross
 beams of light beamed  1,000 meters across the north and south sides of the refinery.227
 Raw spectral data, received monthly by Andy Mechling, are converted by a company in
 Houston, TX into what is visible on the screen. The company, Petris Technology, uses
 an air dispersion modeling program that takes the monitoring data and real-time
 meteorological data in order to generate plumes and estimate concentrations
 downwind.228 Unfortunately, it is difficult to compare concentrations on the screen to
 regulatory standards.  It has also proven a challenge to link the system to existing
 emergency response networks.

        Normally I first call the refinery because I figure if there's a problem I want the refinery to be
        alerted to it so that they can deal with it. Because the people in Houston, they're just basically
        interested in making sure that they do their job right which is to run the equipment right. And I'm
        mostly interested in impacts from the refinery. So that's my goal is to top that. And a couple of
        tunes I found stuff and sure enough there's been an open tank or they've had some problems or
        one thing or another. We had a hydrogen sulfide release that actually showed up on the refinery
        monitor, which is, that would be something we'd want to see...We call AQMD and they'll send
        somebody out, I mean you know it's not that bad, I don't expect mem to just have somebody
        sitting outside Crockett standing by waiting for our calls, we don't call that often. But one of the
        reasons why we don't call more often is that by the time they show up, if there's no odor they're
        kind of going, well, and we go, well, and you know.229

 At the time, Concannon did not have the capability of recording what had passed across
 his screen, meaning any proof of elevated levels of toxic  chemicals would have to wait
 until receipt of the raw data.

 In April 1999, members of the fenceline committee entered their grievances with the
 monitoring system into  the public record through the Community Development
 Department.  Concerns  expressed by the committee included:

    •    FTIR equipment is  operated so as to only detect higher levels of chemicals, without optimizing the
        detection limits readily achievable by the technology (contrary to the Planning Commission's
        suggestion that the system be designed to enable detection of ongoing, day-to-day, lower levels of
        pollutants in addition to higher levels)
    •    Raw data is not saved for UV or TDLS equipment (meaning some of the chemicals of greatest
        concern to the community, including BTEX (benzene, toluene, ethylene, and xylene) chemicals,
        could not be subjected to post-incident analysis by the community
    •    FTIR will be prone to false negatives, false positives, and poor detection limits
225 Iverson, D. (1997). Letter to Virginia Bray from Dale Iverson, Advisor, Environmental Programs,
Unocal San Francisco Refinery regarding fenceline monitoring, February 28,1997.
226 Interview of Crockett resident, June 7,2002, in Crockett.
227 Supra note 222.
228 Petris Technology (1998). Saf-T-Net Innovative Data Access and Management.  Houston, TX, January
31,1998.
229
  Supra note 226.
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     •  UV data are unreliable; there are repeated instances where the detector will swing from a large
        negative number to a large positive number; monthly reports only include positive portion of the
        swing, even though baseline levels of emissions are often recorded as far below zero
     •  TDLS data are problematic, and a quality assurance system needs to be in place for independent
        measurement to determine if the equipment is operating properly230

 In an effort to further evaluate and improve the system, SEA, CBE, and the County
 Health Services Department formed a working group with Tosco (who by then owned the
 refinery), AQMD, California EPA, California Department of Health Services, and the
 EPA. Under an Environmental Monitoring for Public Access and Community Tracking
 Program (EMPACT) grant, members of SEA (and later the working group) conducted
 detailed analysis of the monthly raw data that had been collected.    Many of the same
 findings were noted in the working group's report, which recommended that data from
 the FTIR be released on a website for one compound - total hydrocarbons, reported as
 butane - as a pilot effort.232  Efforts to minimize false positives and negatives were also
 proposed. To date, the data have not been posted in real time on a website.

 The report also found that system alarm levels that were set before the monitors went
 online in 1997 had never been reached. It was noted that

        Hie absence of an alarm level may not necessarily reflect the lack of potential threat to the public
        during a particular incident - it may simply mean that a release has not crossed the beam path, or
        not crossed it in a sufficient concentration to trigger an  alarm. At times releases have come from
       high stacks and/or at high temperatures and have gone up and over nearby areas, rather than
        diffusing or blowing along the ground near the monitors. In some such cases, including some
       refinery fires that have occurred in the County, County  Health Services has called  a shelter-in-
       place since wind conditions are unpredictable and change rapidly. Levels reported by the
       fenceline system are also related to and may be affected by the length of the monitor's beam
       path.233

 The report concluded that "information from the open-path monitors at Tosco Rodeo
 cannot at this time be relied on by itself for community emergency notification." Other
 efforts to improve notification during industrial accidents, a primary concern expressed in
 negotiations, were of similar consequence. As those interviewed agreed that the  County
 resisted efforts to monitor data from the fenceline monitors or make use of the data to
 improve enforcement, there is also a sense that the County was reluctant to address its
 community warning capabilities.

       That's why I wanted a Level Two warning.  I said that if we had another Catacarb incident
       tomorrow, the County would not pull the plug because Catacarb was not listed as a hazardous
       material, and Unocal would certainly never pull its plug by itself, push me button for the alarm.
       Never, never, never, especially with the first bunch of administrators over there. And they had no
       infrastructure working. The County system wasn't working.  We would never be informed. And
230 Fenceline Monitoring Committee (1999). Letter to Debbie Sanderson, Contra Costa County
Community Development Department, April 12,1999.
231 Shoreline Environmental Alliance, Communities for a Better Environment, Contra Costa County Health
Services, & US EPA Region IX (2001). Optical Open Path Monitors at the Tosco San Francisco Refinery
at Rodeo Fenceline, May 2001.
»/««/.
233 Ibid, p. 34,
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        one of the things that we designed were whistles over here for the County early warning system
        and then of course there was this great debate, because the County said well, people don't like
        whistles, they don't like sounds, and we said bologna, people want to be notified. And then the
        question was when would they have the test and so it's tested once a month to make sure that it
        works. And then all they needed to do of course was to get one individual saying well, I don't
        want it over here, because it's next to my house. Then we have to go through all that. We had to
        deal with all the details. We essentially bad to engineer and plan everything for Unocal and the
        County.234

        We wanted the County to have [the fenceline monitoring data].  And the County said we really
        don't want that, after all, we rely on Unocal. Yeah, they call you three hours after an incident,
        that's terrific. You guys need us.  Well, who's gonna watch it?  Well, no one's watching. Well,
        maybe you could have an alarm on it, you know, there's software to put an alarm on it, so it could
        ring a bell, so someone over at public health, well, there's no one over there at night. Well, maybe
        it could ring somewhere else, like 911.  On and on and on. There's always a reason not to do it.
        And my fear is that we are not prepared.233

        Listen to this: When we were doing this EPA grant, we were sitting at the table. We're sitting at
        one of these meetings, we've got people from hazardous materials at the County there. We're
        talking to them about, they have a monitor themselves, and when they got this money for this
        grant, all of a sudden they hooked it up. They said but it doesn't work really well, it's really not
        reliable, that was their constant theme why they didn't use it.  The County. They were hooked up
        to all of them, the FTIR, the UV, and the laser.  Anyway, they could have been hooked up. At any
        tune, they had the ability to be hooked up. Unocal agreed that would be fine.  So they had this
        equipment. What did they do with it?  They stuck it in a hallway being a door upstairs where
        nobody goes. And we didn't know this until I started questioning them in one of these meetings
        we were at with the EPA during this.  Now this is years later.  This thing's been up since 1997.
        And this is like 3,4 years later. And I said well, why don't we plug it in and bring it out? Well,
        yeah, I guess we could do mat. Then you need somebody to use it. Oh, my God, it was a
        nightmare.236

Of primary importance to residents was the fact that only "Level Three" incidents result
in public alerting of any kind. Catacarb-type incidents, should they occur in the future,
would be considered at most Level Two incidents, because  of the lack of a major fire or
explosion or the presence of an off-site impact suspected of causing health problems
while the incident is ongoing.237  Level Three incidents by definition also have to involve
hazardous materials.  For this reason, residents have tried to convince  the County to
develop an alert system that would notify sensitive receptors, or those who are most
vulnerable to even low concentrations of certain chemicals, in the event of incidents that
did not qualify for Level Three notification. Residents contend that such a system
continues to fail to  notify those in greatest need.  Following a series of three incidents at
the Rodeo refinery  in April 1997, residents testified to the County's Hazardous Materials
Commission that the existing Community Warning System in general could not work in
the ten minutes that it  took for releases to reach Crockett.238 While the refinery had
provided sirens and some technical support, notification capabilities continued to fall
234 Interview of Crockett resident, October 3 1 , 2002, via telephone.
236 Interview of Rodeo resident October 30, 2002, via telephone.
237 Contra Costa County (2001).  Community Warning System Hazardous Materials Accidental Release
Matrix, April 24, 2001.
238 Contra Costa County Hazardous Materials Commission (1997). Draft minutes, April 24, 1997.
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  short of resident expectations. Community negotiators' hopes that millions of dollars
  worth of monitoring equipment, and a new desire to notify vulnerable populations made
  possible by awareness generated by the Catacarb spill, could be incorporated into an
  improved emergency response network had not been met.

  Emissions Reductions. UnocaTs approved land use permit included condition 79, which
  required the company to (a) begin monthly monitoring of valves and pumps subject to
  quarterly AQMD monitoring, (b) make results of leak testing available to the CAP and
  AQMD, (c) replace or upgrade repetitive leakers, and (d) continue these actions until
  fugitive emissions are reduced from 2,787 Ibs/day to 2,000 Ibs/day.239  Unocal was also
  required to maintain that reduction.  Specific replacements drafted during GNA
  negotiations were incorporated in the final permit, including:

        Replace 12 < 2 inch valves at Unit 228 with bellows valves by March 1,1996
        Replace 40 valves at Unit 210 with bellows valves by March 1,1996
        Replace an additional 28 < 2 inch valves leaking at 10,000 parts per million by March 1,1996
        Install an additional 50 bellows valves (< 2 in.) by December 31,1996
        Install an additional 50 bellows valves (< 2 in.) by December 31,1998
        Reduce fugitive emissions on Unit 228 valves by nitrogen purging the valve stuffing boxes to
        vapor recovery for 25 specialized control valves by February 28,1995
        Modify/replace seven pumps
        Do not seek emission reduction credits for any reductions hi mis agreement
        Unocal purchases of emission reduction credits for offsets associated with the Reformulated
        Gasoline Project will be from sources as close to the local area as are available.240

 Residents are confident that these changes have been made.  In early quarterly updates,
 Unocal indicated that it had increased its frequency of monitoring, hired a new fugitive
 emission contractor, and "continued an aggressive program to repair valves.241 By
 February, 1996, Unocal reported that its fugitive monitoring suggested emissions of less
 than 2,000 Ibs/day.  Monthly monitoring on components with higher emissions was
 continued.242 In 2000, the EPA reported that fugitive emissions at the  refinery, then
 owned by the Tosco Corporation, totaled 67 pounds per day, suggesting that
 improvements encouraged by the GNA continued long after the initial installation of
 bellows valves.243 However, overall releases of toxic chemicals increased substantially
 following the refinery *s receipt of its clean fuels permit.  Subsequently these releases fell
 by one third, between 1996 and 2000.
239 Supra note 197.
240 Ibid.
241 Wilkes, J. (1995), Letter to Community Advisory Panel Members from Jeffrey Wilkes, General
Manager, Unocal San Francisco Refinery, November 1,1995.
242 Wilkes, J. (1996). Letter to Community Advisory Panel members from Jeffrey Wilkes, General
Manager, Unocal San Francisco Refinery, February 1,1996.
243 Environmental Protection Agency (2002).  Envirofacts data warehouse, Tosco San Francisco Refinery,
Rodeo. http://oaspU-b.epa!gov/envirQ/multisys2.get  list?faciiitv uinHJ 0000483487. accessed November
13,2002.
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 Figure 6. Total Air and Water Releases of Toxic Chemicals to the Environment from
 Unocal Refinery, 1988-2000 (vertical line represents initial GNA/permit approval)
                                                 Air Brtssions (Ibs)

                                                 Vteter Brtsstons
                                                 Total Brissnns
                                                 (Ibs)
            1988  1991  1994  1997  2000
 Source: Environmental Defense's Scorecard.lmp://www.suorecard.org/env-relcases/facilitv.tcl?tri  id=^4572NCLSNQLDHl.
 accessed November 13,2002.
Changes to refinery equipment did not come without conflict. By March 1997,
community representatives had not seen documentation of promised valve
replacements.   As with many issues touched by the GNA, oversight and enforcement
proved particularly taxing to residents.
School Safety. Having settled for school improvements instead of relocation assistance,
members of the school safety committee sought to ensure that Unocal followed through
with its commitment to fund

        An assessment of school facilities in the boundaries of the John Swett Unified School District...to
        identity the risks that the schools could reasonably be expected to be exposed to in the event of a
        chemical emergency.  The assessment will be performed by an independent contractor with
        expertise including but not limited to industrial hygiene, mutually agreeable to the signatories to
        this agreement and the school district...The assessment will include a physical inspection of each
        school facility, the identification of potential exposures from nearby industrial facilities, and a
        review of current evacuation procedures in cooperation with local emergency response
        agencies... The contractor will recommend mitigation for identified risks. The mitigation of any
        risks attributed as pan of this assessment at Hillcrest Scholl that are attributable to Unocal
        operations will be funded through the $378,000 previously contributed by Unocal. If the cost of
        mitigating risks at Hillcrest School that are attributable to Unocal's operations at the refinery
        exceeds $378,000, Unocal will provide additional funds up to $122,000, for a total not to exceed
        $500,000 to perform appropriate mitigation.245
244 Bray, V. (1997). Letter to General Manager, Unocal-San Francisco Refinery, Wilbur McClaveill,
General Counsel, Tosco Corporation, Mark Smith, Senior Counsel, Unocal Law Department, and Duane
Borduick, Tosco Vice President from Virginia Bray and CBE regarding Good Neighbor Agreement, March
3,1997.
243 Supra note 202, Section Four.
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  In May, 1996, community signatories to the agreement met to discuss their grievances
  with Unocal.  They reviewed the risk assessment findings, which suggested that Hillcrest
  should be relocated, and that the existing school should have fully pressurized shelter in
  place capability.246 There were also concerns that Unocal had not provided sufficient
  evacuation/emergency response plans, shelter in place kits, medical staff, links to existing
  emergency warning systems, or heating and ventilation for local schools.247  As with the
  epidemiological study, Unocal chose not to act on the school risk assessment's findings,
  and instead sought to hire another consultant to review the initial findings, according to
  residents. By 1997, the school safety committee announced that it had "reached an
  impasse with Unocal" with regards to compliance with school safety issues.248 The
  committee noted that appropriate improvements to all assessed schools to mitigate risks
  identified as attributable to the refinery had not been made, and that shelter in place
  supplies and equipment had not been supplied to the school district or to private schools.
 Points of dispute were issued to Unocal after the company's  manager of external affairs
 told the committee that Unocal was not in a position to commit to deadlines not expressly
 stated in the GNA.249 The committee referenced the "intent by the negotiators at the
 negotiation table" to "have these studies, and risks, mitigated, and work completed, as
 soon as possible."250 Work continues beyond the purview of the GNA to secure adequate
 funds to relocate Hillcrest Elementary.
25f
 Good Neighbor Clinic. Prior to finalization of the GNA, Unocal opened and funded a
 Good Neighbor Clinic in Crockett. The purpose of the Clinic was to diagnose and treat
 people affected by the Catacarb release. Unocal agreed to pay "reasonable clinic
 overhead costs" for up to six months and for the assessment of "any individual who
 wishes to be evaluated at the clinic and believes he or she was affected by the
 incident.'*252 The Clinic,  in conjunction with proposed studies and funding of an
 Emergency Response Van to be run by County Health Services, was to give residents a
 clear sense of the extent of the damage caused by the Catacarb spill, to treat conditions
 and diseases caused or even **most probably related" to the spill, and to assist company
 and agency officials in responding to future accidents.  Members of the community
 Health Committee who worked on the Clinic were also interested in finding out more
 about the Catacarb solution itself.

       The Catacarb release was a situation where they had Material Safety Data Sheets of all the
       individual components that went into the mixture as they mixed it into a clear water white solution
       that goes into the process and then after it gets recirculated in the process for many months and
       even years it becomes something else altogether, it becomes a black, brown viscous liquid that is
       full of materials that bear very little relationship to what is hi the original components because of
246 May, J. (1996). Memorandum to Virginia Bray from Julia May, Communities for a Better Environment
regarding committee concerns, May 7, 1996.
248 Shoreline Environmental Alliance (1997). School Safety Committee Points of Dispute with Unocal.
250 Ibid.
231
  Bell, E. (1999). Crockett school bond may move students. San Francisco Chronicle, September 17,
1999,p.A-18.
252 Supra note 202, Section One.
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        the high temperature conversion and so on. So that's what we got sprayed on us and we asked
        Unocal repeatedly for an analysis of the compounds that we had ingested and they in turn had to
        go to the vendor who supplied them with the chemicals and that vendor refused to cooperate under
        attorney-client privilege. So it's a case where you have the material that you're exposed to and yet
        you cannot find out what it is.233

 The Clinic was run by a committee composed of a community representative, a physician
 representing the  operator of the clinic, a university-affiliated independent physician
 selected by Unocal, a Unocal representative, and a local physician selected by the
 Crockett-Rodeo  Coalition and SEA.254  Work progressed at a feverish pace, so that by
 August 1995, the Clinic had served more than 600 residents of Crockett and Rodeo:

        460 patient charts evaluated
        20% resolved
        50% need continued care
        209 new patients booked for initial intake visits and evaluation
        115 people on waiting list255

 In addition the Clinic received an average of 10-15 calls per day from new individuals.256
 A request to extend Clinic operations was granted by Unocal, which agreed to a five-
 week extension.  The Clinic ceased operations on November 15,1995. Residents whose
 symptoms were determined to be "more likely than not related to Catacarb exposure"
 were promised continued treatment.257 The health committee was disbanded, leaving
 communities  with little ability to oversee patient treatment. By January 1997, a number
 of grievances were recorded by former health committee members.258 For instance,
 GNA-approved patients were in some cases denied continuity of care, including retesting
 and further referrals to specialists.  Medical protocol changes were noted, including
 discontinuation of vitamin supplements  and certain  kinds of therapy.  And as the  number
 of patients in the Clinic database reached 1,275,  it was unclear whether progress was
 being made on identifying root causes of health problems.

        It should have been continued longer because so  many people were still being treated. And a lot
        of it may have been just placebo because they just really didn't find any cure for it. They were
        able to get all kinds of neurological testing done and saw aberrations and a lot of commonality of a
        lot of strange symptoms but they never came up with any way to treat it other than just time, there
        were mega-doses of vitamins, antioxidants, that some people responded to, but maybe that was
       just placebo effect, too. I don't know.259

Indeed, at least one member of the Clinic staff, Dr. Shames, expressed interest hi
providing biofeedback treatment for "chemically-induced cognitive and affective
233 Interview of Crockett resident, June 8, 2002, in Crockett.
254 Supra note 251.
235 Health Committee (1995). Crockett/Rodeo Communities* Proposal to Unocal Corporation Regarding
Extended Operation of Good Neighbor Clinic, August, 1995.
251 Wilkes, J. (1995),  Letter to Medical Clinic Committee from Jeffrey Wilkes, General Manager, Unocal
San Francisco Refinery, December 21, 1995.
258 Health Committee (1997). Health Committee Good Neighbor Agreement Noncompliance Issues,
January 28, 1997.
239 Interview of Crockett resident, June 8, 2002, in Crockett.
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                       *)£A
 problems" in July 1995.    Some interviewees expressed doubt that adequate treatment
 was possible following closure of the clinic, given the lack of community oversight and
 the fluid nature of physician understanding of treatment options toward the end of official
 Clinic operations. Further, community representatives claim they were denied assistance
 from the County in analyzing samples of Catacarb, one of which continues to sit at the
 County Department of Health Services.

 Vegetation/Parks. At least one Crockett resident had been requesting that Unocal plant
 trees to serve as a buffer and improve air quality since 1979, when Steve Batchelder's
 daughter entered kindergarten at Hillcrest Elementary.261  Requests for vegetation as
 mitigation for the RFG were also initially turned down, as was Batchelder's proposal
 during GNA negotiations for Unocal to fund a Tree Management District. Elements of
 his proposal did make it into both the permit and the GNA. The permit called for a
 landscaping plan to improve the visual appearance of the refinery and the "visual
 character of the area."   It called for the use of berms to provide greater screening, the
 planting of at least 350  15-gallon trees and 25 20-24 foot trees, the use of vines and
 shrubs, and prompt replacement of vegetation. The GNA adds that Unocal will spend an
 additional  $30,000 per year for nine years to further vegetate areas of its property, and
 calls for a  detailed vegetation plan to address a variety of issues.263  Oversight of this
 provision of the GNA was left to the CAP, which was to provide input on the vegetation
 plan. Both the GNA and the permit also called for Unocal to spend $100,000 for a bike
 trail through the company's property. In addition, Unocal agreed to minor commitments
 such as a promise to work with Crockett to facilitate a trail crossing of Interstate 80 and
 to make a $5.000 donation to the Carquinez Strait Preservation Trust for use in
             _                 __    *  fy£A
 developing a Tree Management District.    Implementation of the landscaping plan was
 initially problematic. The plan was presented to organizations such as the CIA (as
 required in the permit conditions), which approved the document. Following initial
 approval, significant changes were made and the altered landscape plan  was kept from
 certain residents.265 Questions were raised as to whether the proper species were being
 proposed, as well as whether Unocal would agree to prepare the soil to ensure that the
 trees would mature properly. Problems also emerged as new refinery management
 reinterpreted the portion of the GNA concerning the bike trail. In order  to bring a trail
 through their property, pipes would have to be moved, leaving Unocal in a position to
 value the cost of such an effort and potentially deduct that cost from the funding
 commitment.266 By January 1997, Batchelder submitted his grievances to the Board of
 Supervisors, claiming that the CAP had not been granted final right of inspection prior to
260 Ochs, L. (1995). Letter to Richard Shames, M.D. from Len Ochs, Psychologist, July 22,1995.
261 Interview of Crockett resident, November 7,2002, via telephone.
262 Supra note 197.
263 Supra note 202, Section Tlu-ee.
264 Ibid.
265 Peterson, K. (1996). Letter to Richard Belcher, RFG Project Manager, 76 Products Company from Kent
Peterson, Chair, Planning Advisory Committee, Crockett Improvement Association regarding RFG Project
Land Use Permit #2038-93, January 29,1996.
266 May, J. (1996). Memorandum to Virginia Bray from Julia May, Communities for a Better Environment
regarding committee concerns, May 7,1996.
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 approval and acceptance of the first round of tree planting.267 He also claimed that
 Unocal refused to further discuss a Tree Management District.  While residents agree that
 the tree planting has progressed and that certain concerns have been addressed, the
 staunchest supporters of the program have left the CAP and remain discouraged by the
 degree of difficulty that they faced in working to achieve the GNA's landscaping and
 parks commitments.

 Transportation. Prior to the completion of the final GNA, Unocal hired a consultant and
 began to work with Caltrans, County staff, and community representatives to identify
 transportation projects and prioritize them according the local preferences.268 It was
 decided that Unocal should pursue the Cummings Skyway extension, to alleviate truck
 traffic through Rodeo (particularly for the transportation of coke) and to provide an
 efficient means of entering and exiting Crockett. The extension was built just prior to the
 destruction of on- and off-ramps for the Carquinez Bridge project. Also prior to
 completion of the GNA, the refinery consolidated its deliveries of anhydrous ammonia
 and scheduled them to avoid peak traffic periods.  Plans were in place by the end of 1995
 for the phased reduction of anhydrous ammonia by December 1996 and 2001.269 By all
 accounts, this project has been completed. These projects shared broad support during
 negotiations and were comparatively easy to verify during and following implementation.

 Financial Assistance.  After the parties agreed to the terms of Unocal's financial
 contributions, community representatives had to establish mechanisms for allocating
 $100,000 per year to Crockett/Tormey and Rodeo/Bayo Vista.  The Crockett-Rodeo
 Coalition and SEA requested that initial funds be deposited with the East Bay  Foundation,
 based in Oakland. They scheduled town workshops to gather input into the financial
 distribution process.270 Crockett residents chose to channel the money through the
 Crockett Foundation, which had been created to receive property tax increments as a
 direct result of the community's negotiations with proponents of the cogeneration plant
 built in conjunction with C&H Sugar.  Rodeo, which lacked an established foundation,
 chose to distribute the money through the RMAC. Some residents expressed concern that
 these arrangements limited access of groups such as SEA and the Bayo Vista
 Neighborhood Council to the funds. Records indicate that the Crockett Foundation has
 been amenable to funding small-scale assistance with SEA's air quality monitoring
 efforts.271 The Foundation and the RMAC each developed their own criteria, within
 broader limits set by the GNA negotiators, for choosing among small grants applications
 or for pursuing their own initiatives (such as the provision of street lamps in Crockett).
267 Batchelder, S. ( 1 997). COA 62 - Landscape Plan comments, January 31,1 997.
268 Wilkes, J. (1995). Letter to Community Advisory Panel Members from Jeffrey Wilkes, General
Manager, Unocal San Francisco Refinery, November 1, 1995.
270 Anderson, A., Cherry, L., & Blakeney, R. (1995). Letter to Jeff Wilkes, 76 Products Company from
Alica Anderson, Lynn Cherry, and Ruth Blakeney, Crockett-Rodeo Coalition and SEA, April 19, 1995.
271 Crockett Community Foundation (1999). Foundation News, June, 1999 ("In the past two years the
Foundation Board, either by direct payments or by the grant process, has allocated $22,000 for oversight
purposes. The Board has concentrated its concerns primarily in the areas of Air Quality Testing and
Sampling and accurate interpretation of data from the Fenceline Monitoring System at the Tosco Rodeo
Refinery.")
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  The Foundation went one step further and organized a committee for oversight over the
  entire GNA.  The objective of the GNA negotiators was to write a funding agreement

         so that the coalition could hand the money over to the foundation and walk away from it and
         hopefully not feel concerned about how it was going to be spent. The coalition said OK, we
         would like to hand you mis money and these are the areas where we would like to see it spent:
         recreation, environment, and a few others. And the foundation was somewhat reluctant because
         we had local people that to this day deny that there was ever any impact from Catacarb. It's those
         people who don't belong here that are rabble rousers and we don't think that they should have
         anything to say about Crockett.272

  The RMAC was slower to develop guidelines, objectives, or criteria for its disbursement.
  This led to the funding of several controversial projects, such as playground equipment
  for a Catholic school.  Funding allocation for vocational education in the John Swett
  School District was even more problematic. Unocal and successive owners of the Rodeo
  refinery allocated the funds as promised. Yet there was initially a lack of transparency
  that made it difficult to ensure that funds were spent appropriately.  Interviewees recall
  such projects as the purchasing of a forklift and hiring a person to administer the funds
  for much of the value of the yearly allotment. At present, the refinery CAP, with the
  assistance of an experienced facilitator, has worked to improve the vocational education
 program and to develop a curriculum for students who could one day work at the refinery.

        We created an industrial survey course, since it is most closely related to the refinery and the idea
        that kids coming out of that could ultimately have jobs with the contractors or the refinery itself.
        What that has led to is a multifaceted careers academy where we're using the Philips money in
        conjunction with other money mat we're nying to get, to develop a truly comprehensive careers
        academy that among other things will have an industrial survey course, a construction survey
        course, by industrial survey I mean exposure to the craft areas: electrical, plumbing, pipe fitting,
        welding, boiler making, steam fitting, sheet metal, all those different craft areas. Construction
        survey would be more related towards construction and their first project will be the reconstruction
        of the announcer's booth. Everything from blueprints and approvals to ultimately pouring forms
        and putting up foundations. ..The third area is a wastewater treatment component that as I
        mentioned earlier is potentially coming out of a NPDES enforcement action against C&H, and the
        final area is public safely with the possibility of a fire sciences course.273

 Each of the funding streams from the GNA has been upheld by successive owners of the
 refinery, including the Tosco Corporation and Philips 66. Negotiating committee
 members who remain in the region share a concern that new owners will at some point
 claim that they are not obligated to continue to make payments.  So far, refinery owners
 have upheld commitments to making these annual contributions to the communities.

 Oversight/Enforcement. At various moments following the completion of the GNA,
 residents expressed concern or even formal grievances with the refinery for their lack of
 timely or proper completion of certain tasks.  While these concerns have never led to
 legal action,  mere is always the possibility that they will. And as members of the
 negotiating committees move out of the area, committees disband, and initial CAP
 members resign, it becomes increasingly difficult to capture the original intent of the
272 Supra note 198.
273 Supra note 165.
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 GNA and many of the unwritten understandings that were perceived prior to its signing.
 Residents describe current implementation as a series of attempts to link a "tenth-hand"
 interpretation of the GNA on the refinery's side with a ''third-hand" understanding on the
 community side.  Yet when differences of interpretation mount, project design slows
 down, or data are not used for purposes previously agreed to, it is unclear how the
 community would even initiate a dispute resolution process.  CAP members, originally
 charged with some degree of oversight, are unsure as to whether they "even have a right
 to be the people to opine on implementation." Community negotiators ask, "Who from
 the agreement enforces the agreement?" More pointedly, residents are uncertain about
 how enforcement could play itself out, in the absence of resources to verify agreements
 or seek technical and legal assistance.

        It's been a tragedy with this one, because it was after all the hell and fire and brimstone we went
        through getting this thing, it was a pretty good agreement. But so what? You can't enforce it.
        The way they got around it was they made it unenforceable. There's nothing you can do if you
        don't have a dedicated staff that has some kind of financial support. If you could have someone
        who could sit and badger and write back and forth and do all the things you have to do to even get
       the refinery's attention and work with the County staff to say hey look, they're not doing this, let's
        see if we can get mem this way.  Unless you have that, somebody doing that, you just don't have
       anything. And that's the unfortunate tragedy  of this GNA. Nobody's doing anything with it. And
       we can't because we have no time, money, or impetus anymore. I think that if there was another
       major release, all of a sudden you'd have people interested in it again and volunteers and so forth.
       But that's the nature of the beast. It's unfortunate but it's just human nature.274

 Interestingly, a transition of much of the advisory and oversight capacity from
 negotiation committees to the CAP has led to  a number of benefits for Bayo Vista, the
 public housing authority that borders the refinery (now owned by Philips 66) in Rodeo.
 Initially the CAP was appointed by the Board of Supervisors.  More recently, the CAP
 became a self-governing body that was able to appoint or select its own membership.
 Several interviewees noted a shift toward issues of refinery-community relations, jobs
 and vocational training, and small-scale community improvement projects.  While it is
 true that such efforts do not address the underlying causes behind the Catacarb release,
 they do concern many of the interests shared by Bayo Vista residents, who are
 predominantly low-income people of color. Residents of Bayo Vista noted that certain
 oversights during GNA implementation, such as failure to provide transportation to the
 Clinic, consider paniculate matter monitoring for Rodeo, or ensure that a fair portion of
 the GNA's financial assistance be provided to address human services needs in the
 housing authority, were of far greater concern than the specifics of health study or air
 quality monitoring protocols (although leaders in Bayo Vista consider the location of the
 monitoring data hookup in Crockett a further unfair outcome of the GNA and are
 pursuing access to the data stream). Indeed, some residents in Bayo Vista have used a
portion of their litigation settlement money to purchase ah* filtration systems for their
homes to reduce participate matter, which is suspected of contributing to the high rates of
asthma among Bayo Vista children.275 While  they criticized the effectiveness of certain
274 Interview of Member, Shoreline Environmental Alliance, May 31,2002, via telephone.
275 A health study conducted jointly by Kids Against Environmental Pollution and Communities for a
Better Environment found that asthma was reported in one or more children in 50.5% of households.
Allergies were reported in one or more children in 56.9% of households. 87% of households reported
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 GNA elements, Bayo Vista residents most readily credited the refinery for its support of
 local efforts (i.e., scholarships, free lunch program) and for their willingness to work
 toward ensuring that remaining funds promised through the GNA are leveraged to the
 greatest benefit of the community possible. They also pointed out the history of the land
 upon which the housing units were built, to suggest that potentially greater environmental
 hazards have gone unaddressed:

        It used to be the old projects. And my understanding is the cows, there was a pasture with cows in
        it down over here, and the cows started dying. Over in Celby years ago, they tore it down in 1960.
        Tltere was a great big smokestack and I'm not sure what they did there. It's between Rodeo and
        Crockett. Celby is on one side of the road and Tormey is on the other side of the road, and if you
        go down San Pablo Avenue that way it's down at the bottom of the hill. And one is on one side,
        one is on the other side.  They used to be rather large communities, they even had a school. Now
        they're just a little spot on the road. The cows were dying from the stack. There were slag piles.
        Somebody who grew up here tells me there were slag piles around me smokestack. It would burn
        the tread off their tennis shoes. They tore it down in 1960. Four or five years ago they decided
        that the most environmentally friendly thing that they could do was to cover it with pavement.
        And it's all paved out there now. If you go there and look, it's all paved. You can see from the
        top of the hill up here that they paved out there. And that was the best that they could do for the
        pollution.276

 Residents expressed concern that their homes lie over lead slag deposited by  ASARCO,
 which operated the smelter prior to it being torn down. While such challenges are
 beyond the scope of resident interaction with the refinery, the CAP gives residents a
 chance to voice these concerns and solicit the assistance of the refinery in getting the
 County's attention on such matters. The CAP's facilitator acknowledges that "nowhere
 more clearly have [Bayo Vista's] interests been articulated than through the CAP."277

 Discussion.

 While the Unocal GNA represents a more advanced version of the MOU reached with
 Chevron, the two agreements share some important characteristics. First, the contours of
 each agreement grew out of the unique ways in which each Impacted community became
 represented in settlement talks.  Community negotiators during the Chevron RFP relied
 on input from resident councils and then increasingly on three environmental groups
 (People Do!, CBE, and West County Toxics Coalition). The resulting MOU  focused on
 key elements of each of these organizations' proposed mitigations. Similarly, the Unocal
 GNA represents a crystallization of the disparate efforts of committees that in many cases
 held unique or even divergent interests.  Entire sections of the GNA represent
 compromises or "something close to the bottom line" for the committees. While each
 approach to reaching agreement encouraged parties knowledgeable or concerned about
 certain issues to develop innovative mitigation packages, they also hindered broader
 problem solving and made it easier to table both costly (and arguably necessary) changes
 and discussions of root causes of environmental impacts or refinery accidents. The
noticing smells of either sulfur or ammonia in their neighborhood. Kids Against Environmental Pollution
(7001). State of the Neighborhood: Bayo Vista Youth Health Survey, December, 2001.
2'6 Interview of President, Bayo Vista Resident Council, June 8,2002, in Bayo Vista.
2T7
  Supra note 165.
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 agreements were reached in such fashion in large part because of the permitting processes
 that were leveraged to encourage negotiations in the first place. These processes begin
 with a call for public comments, which inform a comparatively small number of
 mitigations proposed by staff of permitting authorities (i.e., the Planning Commission).
 Parties try to make changes to these mitigations, often at the margins.  The Chevron and
 Unocal agreements departed from past practice in that before they were reached,
 coalitions of resident councils or citizen committees were able to convince planning
 bodies to adopt (in some cases wholesale) a number of entirely new and innovative
 mitigation proposals.  Some of these proposals had been offered for previous
 reformulated fuels projects. By the time Crockett and Rodeo residents sat down with
 Unocal management, they found themselves in a unique position to propose all of these
 mitigations (financial, monitoring, structural changes) at once.  On one level, the Unocal
 GNA represents a high watermark in the evolution of community-corporate compacts, in
 that it incorporates much of what had been learned through previous negotiations.

 It is without question that both agreements represent improvements over what would
 have been required by permitting bodies alone.  But given the level of interaction and
 deal-making between the refineries and the permitting agencies prior to permit approval,
 it is difficult to tease out the extent to which improvements were in fact encouraged by
 the negotiations, political considerations, unilateral concessions, or other factors. Last-
 minute concessions by the companies or wording changes encouraged by community
 members meant that conditions of permit approval incrementally approached the
 language of proposed GNA's. GNA negotiations offered residents an additional forum in
 which to discuss issues that did not share a nexus with proposed project impacts. It
 would prove more  difficult for such issues to be included in a land use permit and to
 survive legal challenges by the applicants. Still, this degree of flexibility did not yield
 some of the more important concessions (proposed by residents) that lacked a nexus to
 the clean fuels projects. These rejected proposals represented limits to which GNA
 negotiations could  "outperform" the permitting process. They derived from both the
 structure of the negotiating coalitions and their demands, and the unspoken boundaries
 drawn by the companies in terms of precedents that they wanted to avoid or relationships
 that they did not want to encourage. Most readily excluded from negotiations were ideas
 relating to questioning "normal operating procedures" of both the refineries and their
 monitoring agencies and establishing new roles for local residents in plant inspection,
 pollution patrols and citizen monitoring, and early warning and notification.  Resistance
 to these proposals,  coupled with County readiness to push for certain projects (i.e.,
 Cummings Skyway extension), encouraged negotiations to drift toward what in the end
 appeared to some to be lopsided agreements.

 The timing of environmental permitting processes and their disjointed nature (one
process ends as another is about  to begin) pushed community organizers to seek efficient
 means of representing the interests of impacted communities. In both of the clean fuels
processes, CBE and other organizations were quite successful in reaching out to diverse
stakeholders and soliciting their  ideas and approval of various proposals.  Greater
difficulty was experienced in trying to feed corporate response to proposals back to an
equally diverse cross-section of impacted areas. And over time, requirements such as

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 standing (such as when three groups filed appeals to the Air Control Board hi the
 Chevron case), organizational status (important for issues of funding and GNA oversight),
 and timing meant that some groups were not reached as often or lacked the same
 authority or mandate to comment on proposals or company actions. Hints of these
 excluded elements emerged during the implementation phase of each agreement.

 Elements of the impacted communities that were successful in protecting their centrality
 until just prior to the hearing of final permit appeals by the Control Board or the Board of
 Supervisors faced another set of challenges. Particularly in the case of the Unocal GNA,
 reaching agreement can be viewed in hindsight as a comparatively straightforward
 process. While negotiations included a great deal of positional bargaining,
 implementation called for the parties to interpret and add considerable depth to each
 commitment, often with new faces and on several occasions new organizations.  This
 process entailed steep learning curves and attention to excruciating detail, sometimes
 without the encouragement of fixed deadlines.  Implementation also added a dimension
 of resistance by consultants and the County to certain efforts, findings, or interpretations
 that did not serve their interests or those of their employers. Establishing protocols for
 complex environmental studies or fenceline monitoring in such a context proved daunting.
 Enforcing side agreements or the recommendations of working groups or study authors
 proved nearly impossible in some cases.

 But these agreements suggest that there is much that can be agreed to and achieved above
 and beyond the scope of traditional environmental permitting efforts.  They certainly
 represent more inclusive and effective means of generating conditions of approval than
 standard notice and comment cycles.  Yet the goal of environmental justice communities
 should not stop at merely outperforming existing administrative options. The Unocal
 agreement in particular points to stark limits to what an industry will be willing to
 consider, however constrained it is by timing, media attention, the threat of litigation, and
 the general knowledge that there are internal organizational changes needed to avoid
 similar high-profile disasters hi the future. These limits, which only were suggested here
 by what was considered, resisted, tabled, or implemented ineffectively, point to a number
 of process considerations and questions for coalitions to consider before a community
 enters the fray over an environmental permit. They also suggest ways in which a
 permitting process can be augmented to enhance representation, integrative potential, and
 enforcement capabilities, which we will discuss in the conclusion.  Bayo Vista, which in
 some ways has been able to meet its interests more effectively through its involvement on
 a CAP, hints at the diverse citizen participation needs of various elements of impacted
 communities.
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