CHARLESTON, W.Va. - In a canceled agreement that would have established a research campus in South Charleston, Union Carbide Corp. required WVU Research Corp. to cover it under general liability insurance for the site, according to the donation agreement between the two parties.

Both parties signed the agreement last August. Union Carbide - now a wholly owned subsidiary of the Dow Chemical Co. - had planned to donate 58 acres at its Technology Park to WVU Research Corp., which would hold classes for engineering students and rent space for private research.

Last week, each company announced that it had agreed to cancel the deal because "insurance requirements satisfactory to both the Research Corporation's needs and obligations and to [Union Carbide] could not be obtained." Initially, the parties had set a closing date of Oct. 31, 2007. That was later extended to July 11, 2008.

The Saturday Gazette-Mail obtained the agreement Friday through the state's Freedom of Information Act.

According to the agreement, Union Carbide agreed to indemnify WVU Research Corp. for certain environmental liabilities that could arise from contamination in the property's soil or groundwater. Those would include environmentally related claims stemming from personal injury or illness, property damage, environmental clean-up costs, natural resource damages, fines and penalties.

The agreement also required WVU Research Corp. to buy commercial general liability insurance for the site that would cover damages related to bodily injury, disease, death or damages. Carbide would be named in the policy as an additional insured.

If WVU Research Corp. ever failed to maintain that insurance policy, Carbide no longer would provide environmental indemnification, according to the agreement.

Dow spokeswoman Rosemarie Rung said Carbide required the general liability insurance because WVU Research Corp. "could essentially go broke" if it weren't insured and someone sued it for damages unrelated to the site's environmental condition.

Rung said WVU Research Corp. did secure general liability insurance. The problem arose, she said, when it sought environmental liability insurance.

CHARLESTON, W.Va. - In a canceled agreement that would have established a research campus in South Charleston, Union Carbide Corp. required WVU Research Corp. to cover it under general liability insurance for the site, according to the donation agreement between the two parties.

Both parties signed the agreement last August. Union Carbide - now a wholly owned subsidiary of the Dow Chemical Co. - had planned to donate 58 acres at its Technology Park to WVU Research Corp., which would hold classes for engineering students and rent space for private research.

Last week, each company announced that it had agreed to cancel the deal because "insurance requirements satisfactory to both the Research Corporation's needs and obligations and to [Union Carbide] could not be obtained." Initially, the parties had set a closing date of Oct. 31, 2007. That was later extended to July 11, 2008.

The Saturday Gazette-Mail obtained the agreement Friday through the state's Freedom of Information Act.

According to the agreement, Union Carbide agreed to indemnify WVU Research Corp. for certain environmental liabilities that could arise from contamination in the property's soil or groundwater. Those would include environmentally related claims stemming from personal injury or illness, property damage, environmental clean-up costs, natural resource damages, fines and penalties.

The agreement also required WVU Research Corp. to buy commercial general liability insurance for the site that would cover damages related to bodily injury, disease, death or damages. Carbide would be named in the policy as an additional insured.

If WVU Research Corp. ever failed to maintain that insurance policy, Carbide no longer would provide environmental indemnification, according to the agreement.

Dow spokeswoman Rosemarie Rung said Carbide required the general liability insurance because WVU Research Corp. "could essentially go broke" if it weren't insured and someone sued it for damages unrelated to the site's environmental condition.

Rung said WVU Research Corp. did secure general liability insurance. The problem arose, she said, when it sought environmental liability insurance.

The insurance company that WVU Research Corp. found to provide environmental liability insurance would have required Carbide to indemnify the insurance company, she said: "That would be as if we were insuring the insurance company."

Under the agreement, the parties also agreed to enter the state's voluntary remediation program.

WVU Research Corp. would accept the property "as is," according to the agreement. It acknowledged that it had satisfied itself as to all aspects of the property, including zoning classification, environmental condition and the presence of hazardous substances and materials, asbestos, PCBs, lead-based paint, ozone-depleting refrigerants and all other property matters.

Curt Peterson, the research corporation's vice president for research and economic development, declined Friday to comment on the donation agreement, citing a clause that said neither party would publicly discuss the document or related negotiations.

Last week, he said corporation officials sought environmental liability insurance because they believed they needed more protection against potential environmental liabilities than the agreement had offered.

According to the research agreement, Carbide had provided the research corporation with all information on environmental conditions "within the personal knowledge" of four Carbide officials: the real estate manager, marketing leader, remediation leader and site leader.

WVU Research Corp. is an independent, nonprofit corporation that provides research support services, technical and marketing expertise for the university's faculty research. It also receives and administers funds from outside agencies for research and other activities.

Reach Alison Knezevich at alis...@wvgazette.com">alis...@wvgazette.com or 348-1240.