ENFORCEMENT

(T" or do EXPRESS MAIL— RETURN RECEIPT REQUESTED Mr. Jack Welch, Chairman of Dr. Irvin L. White, President the Board State Energy Research Company and Development Authority 3135 Easton Turnpike Agency Building No. 2 Fairfield, CT 06431 Plaza Albany, N.Y. 12223 Mr. Delano Wilson, President Power Technologies, Inc. Raymond J. Kazyaka, President 1482 Erie Boulevard Wright Malta Corporation Schenectady, N.Y. 12305 Malta Test Station Plains Road Dr. Richard Schmidt, President Ballston Spa, N.Y. 12020 Mechanical Technologies, Inc. 968 Albany Shaker Road Mr. R.B. Stephenson, President Latham, N.Y. 12110 Advanced Nuclear Fuels, Inc. 600 108th Avenue N.E. T.R. Berner, President P.O. Box 90777 and Chairman of the Board Bellevue, WA 98009 Curtiss-Wright Corporation 1200 Wall Street West Verill M. Norwood, Jr. Lyndhurst, N.J. 07071 Vice President - Environmental Affairs Olin Corporation P.O. Box 248 Lower River Road Charleston, TN 37310 Re: Malta Rocket Fuel Area Superfund Site Dear Sirs: Enclosed is Administrative Order Index No. CERCLA 11-90219 ("Order"), issued on September 28, 1989 by the U.S. Environmental Protection Agency, Region II ("EPA"). The Order requires potentially responsible parties ("PRPs") identified by EPA for the Malta Rocket Fuel Area Site ("Site") to perform a Remedial Investigation/Feasibility Study ("RI/FS") for the Site.

2ORC-NYCSUP:CAPON:VFC:4X4471:10-03-89:F:MALTA\letters\GE-UAO: 20RC-NYCSUP 20RC-NYCSUP CAPON CORMAN

700001 As you may recall, on August 25, 1989, EPA provided the PRPs with a final opportunity to execute a consent order for performance of the RI/FS. In response, on the last day for execution of the consent order, several of you informed EPA of your understanding that EPA and the Department of Defense ("DOD") had achieved an agreement in principle for performance of the RI/FS; based on such an agreement in principle, it was your understanding that an extension for execution of the consent order had been granted, and that you would be finalizing a side agreement with DOD during such extension. EPA notes that at the time such correspondence was received by EPA, the deadline for execution of a consent order had been reached and no extension had been granted by EPA, nor had any agreement in principle been reached between EPA and DOD. Discussions between EPA and DOD concerning DOD performance of an RI/FS for the Site and execution of an agreement for the same were unsuccessful. Therefore, failure to reach an agreement with any PRP for performance of an RI/FS at the Site has resulted in issuance of the enclosed Order. In addition, pursuant to Executive Order 12580 Section 4(e), 52 Fed. Reg. 2923 (1987), EPA is taking steps to require the federal agency PRPs' involvement in the RI/FS for the Site. As indicated in Paragraph 92 of the Order, the named Respondents may confer with EPA to discuss the enclosed Order within fourteen (14) days from the date it is received. Should you wish to request such a conference, or should you have any questions concerning this matter, you may contact me at (212) 264-4471. Very truly yours,

Virginia Capon Assistant Regional Counsel New York/Caribbean Superfund Branch Enclosure cc: Frank Bifera, Esq. - NYSDEC Roger Strelow Larry Boggs, Esq. Angus MacBeth, Esq. Phillip Gitlen, Esq. William Willig, Esq. Rodney Knight, Esq. James Takemoto, Esq. David J. Mahoney, Esq. Dana Taylor, Esq. Richard Hodgson, Esq. bcc: Steve Luftig - ERRD Alison Hess - ERRD '' 700002 UNITED STATES ENVIRONMENTAL PROTECTION AGENCY REGION II

In the Matter of Advanced Nuclear Fuels, Inc. ADMINISTRATIVE ORDER Curtiss-Wright Corporation General Electric Company (Malta Rocket Fuel Area Site) Mechanical Technology, Inc. New York State Energy Research and Development Authority Index No. II CERCLA-90219 01in Corporation Power Technologies, Inc. Wright Malta Corporation Respondents, Proceeding Under Sections 106(a) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9606(a)

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12. Between 1968 and 1970, NYSASDA constructed a building ("GE/Exxon-Nuclear Building" depicted in the map attached hereto as "Appendix 1") in the one (1) mile safety easement for lease to Iso-Nuclear Corporation ("Iso-Nuclear"). According to Respondents, the parcel was leased to Iso-Nuclear for use in developing and testing an irradiation process to sanitize hospital equipment and preserve food. In 1971, Iso-Nuclear defaulted on the lease and the GE/Exxon-Nuclear Building was leased to GE. Exxon-Nuclear Company, Inc. ("Exxon-Nuclear") and GE used the GE/Exxon-Nuclear Building for a gas centrifuge uranium enrichment technology research project sponsored by the Department of Energy ("DOE"). GE withdrew from the project in 1974 and NYSASDA leased the building to Exxon-Nuclear. Exxon- Nuclear concluded the uranium enrichment project in 1979 and NYSERDA renovated the Exxon-Nuclear Building until 1981 when NYSERDA leased it back to GE. At the GE/Exxon-Nuclear Building, GE conducted research on pressurized fluidized bed combustion technology and carbonate fuel cell development. Advanced Nuclear Fuels, Inc. is the successor corporation of Exxon-Nuclear. 13. Beginning in April 1972, Wright Malta, a company consisting of former GE employees, entered into a lease of the entire Test Station to continue the same type of defense-related testing activities previously performed by GE and to engage in energy systems research and development. Beginning in 1976, Wright Malta sublet portions of the Test Station to GE for similar activities. 14. In 1972, NYSASDA regained possession of a portion of the Test Station from Wright Malta and leased it to PTI for use in electric power transmission research, some of which involved transformers containing polychlorinated biphenyls ("PCBs"). 15. In 1975, Hew York State legislation reconstituted NYSASDA as NYSERDA to reflect a change in its mission from atomic and space development to energy research and development. 16. In 1976, NYSERDA regained possession of another portion of the Test Station from Wright Malta and leased it to MTI, for use in turbo-machinery and low-level heat recovery systems research and development. 17. On December 20, 1984, NYSERDA sold to Wright Malta approximately 81 acres of the Test Station, including most of the original buildings, test areas, rocket gantries and other facilities constructed and used at the Test Station, as well as the water supply system and water supply wells known as. water supply well "1" and "2". Of the original Test Station, NYSERDA retained the MTI and PTI parcels and the NYSERDA office building (See map attached hereto as "Appendix II"). The additional 280

100004 -5- acres acquired by NYSASDA, on which the GE/Exxon-Nuclear Building is located, were also retained by NYSERDA. 18. In 1979, uranium hexafluoride was released in a portion of the GE/Exxon-Nuclear Building. 19. In October 1978, NYSERDA learned of a concrete storage bed located on a portion of the Site leased to Wright Malta upon which were stored a variety of containers including drums and bottles of hydrazine-based rocket fuels. In July 1980, most of this material was disposed of on-site by burning, pursuant to a NYSDEC permit. In July 1981, the remaining material, consisting of noncombustible dilute hydrazine, was transported to the CECOS International Facility in Niagara Falls, New York. 20. In June 1985, transformers located on the portion of the Test Station leased to PTI were tested and found to contain PCBs. NYSERDA and PTI conducted a cleanup and decontamination of the transformers in 1987. 21. In October 1985, a buried container of triethyl aluminum exploded when it was punctured by a GE subcontractor during earth moving activities. 22. On a site visit in 1988, EPA and NYSDEC observed old and rusting drums and containers at various locations at the Site. These containers were standing in unprotected areas on the ground and some were labeled with the names of hazardous substances. 23. Numerous site inspections, investigations, and engineering studies conducted at the Site by the New York State Department of Health ("DOH"), NYSDEC, and several of the PRPs between 1979 and 1989, identify a number of hazardous substances, as that term is defined in Section 101(14) of CERCLA, 42 U.S.C. § 9601(14). Drinking water, ground water, surface water, septic tank liquid and sludge samples taken during that period confirm the presence of hazardous substances, including carbon tetrachloride, trichloroethylene, 1,1,2-trichloroethane, boron, PCBs, chloroform, trans-1,2-dichloroethylene, 1,1-dichloroethane, 1,2- dichloroethane, bromomethane, and toluene. 24. The presence of hazardous substances in drinking water, ground water, surface water, septic tank liquid and sludge and in containers at the Site constitutes an actual or threatened "release" within the meaning of Section 101(22) of CERCLA, 42 U.S.C. § 9601(22). 25. The possible health effects of exposure to some of the hazardous substances identified at the Site are summarized as follows: *7Q0005 -6-

a. 1,1-dichloroethane and trans-1,2-dichloroethylene can damage the liver and the central nervous system. b. PCBs can cause liver damage and adverse reproductive effects, and may also cause cancer. Exposure to the skin can cause chloracne and possible tumor formation. c. Trichloroethylene can induce hepatocellular carcinomas in mice and was mutagenic when tested using several microbial assay systems. Chronic inhalation exposure has been found to cause liver, kidney and neural damage and dennatological reactions in animals. 26. Many of the substances referred to in the preceding Paragraphs can cause a variety of adverse and/or lethal effects in exposed populations. 27. Air inhalation, soil ingestion, and surface and ground water ingestion are pathways that may lead to exposure to hazardous substances and the aforementioned health effects. 28. The potential hazards posed by the Site include, but are not limited to, the direct contact by individuals with hazardous substances at the Site, the threat of further releases of hazardous substances from drums and other containers, the threat of migration of hazardous substances through soils at the Site, the threat of further contamination of ground water, and the threat of fire or explosion. 29. In order to fully determine the nature and extent of the release or threatened release of hazardous substances at the Site and to select and evaluate appropriate remedial alternatives for the Site, a Remedial Investigation and Feasibility Study ("RI/FS") must be conducted in conformance with CERCLA, including but not limited to, Sections 104 and 121, 42 U.S.C. §§ 9604, 9621 and the National Oil and Hazardous Substance Pollution Contingency Plan ("National Contingency Plan" or "NCP"), 40 CFR Part 300, et seq.. and any amendments thereto. 30. On August 26, 1988, December 13, 1988, and August 25, 1989, EPA notified the above-captioned Respondents that they were potentially responsible parties ("PRPs") with respect to the Site, and invited them to perform an RI/FS for the Site. 31. EPA has been unable to conclude an agreement concerning the scope of work to be performed at the Site.

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III. DETERMINATION 32. Based on the Findings set forth above and the entire administrative record, EPA has determined that the release and threat of release of hazardous substances to the environment at and/or from the Site may present an imminent and substantial endangerment within the meaning of Section 106(a) of CERCLA, 42 U.S.C. § 9606(a). IV. ORDER 33. Based on the foregoing Findings and Determination, it is hereby ordered that Respondents perform an RI/FS with respect to the Site in accordance with the requirements set forth below. All activities required by the Order shall be completed as soon as possible even though maximum time periods for their completion are set forth herein and in the EPA-approved plans submitted by Respondents in accordance with the procedures set forth below. Remedial Investigation Work Plan 34. Within forty-five (45) days of the effective date of this Order, Respondents shall submit to EPA for review and approval a Remedial Investigation Work Plan (the "RI Work Plan") which shall detail Respondents' proposals for investigation of the nature and extent of contamination at the Site. The RI Work Plan shall detail Respondents' proposals for ensuring that performance of the RI conforms with the requirements of CERCLA, the NCP and any amendments thereto and applicable guidance documents relating to the performance of RI/FSs under CERCLA, to be supplied by EPA, including but not limited to, the Interim Final Guidance for Conducting Remedial Investigations and Feasibility Studies under CERCLA (OSWER Directive # 9355.3-01) ("RI/FS Guidance"). a. The RI Work Plan shall include, but not necessarily be limited to, investigation of the following areas (referenced in Geraghty & Miller's May 8, 1989 Revised Scope of Work for an RI/FS of the Site): . scrap metal storage areas S-l, S-2, and S-3 . chemical storage area S-4 . former burning pit D-l . solid waste disposal area D-2 . N.Y.S. Department of Transportation disposal area D-3 . drum disposal areas D-4, D-5, and D-6 . rocket gantries . fuel-mixing area A . septic tanks/leach fields . dry wells . filled-in ponds . existing pond and drainage ditch 700007 -8-

. lagoon at MTI . clearing in woods (Ice Pond) . GE/Exxon Nuclear Facility . PCBs at PTI . aboveground and underground storage tanks . magazine area . existing wells . surface waters . ambient air quality b. In addition, the RI Work plan shall include the following: 1. a literature search 2. a sitewide surface soils survey 3. a background soils survey 4. a survey of site hydrogeology 5. a survey of aquifer hydraulic properties 6. a map depicting all sampling locations; 7. the number and types of samples to be obtained at each sampling location, and the sampling analyses to be performed; 8. an implementation schedule for the aforementioned tasks; 9. technical justifications for all plans and protocols submitted in the RI Work Plan including, without limitation, the following: proposed locations for sampling in all media; proposed locations for placement of monitoring wells; and proposed equipment to be utilized during the course of the RI. 35. EPA will either approve the RI Work Plan, or will require modification of it, in accordance with the procedures set forth in Paragraphs 50-54. The final EPA-approved RI Work Plan shall be incorporated into and become an enforceable part of this Order. RI Project Operations Plan 36. Within forty-five (45) days of Respondents' receipt of EPA approval of the RI Work Plan, Respondents shall submit to EPA for review and approval a detailed Project Operations Plan ("POP") for performance of the RI at the Site. The POP shall detail

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Respondents1 proposals for ensuring that performance of the RI conforms with the requirements of the RI Work Plan, the requirements of CERCLA and the NCP and any amendments thereto, as well as applicable guidance documents to be supplied by EPA, including but not limited to, EPA's RI/FS Guidance. The POP shall fully describe how the activities specified in the RI Work Plan will be implemented, and shall include the following: a. an overall Site management plan, including identification of contractors and subcontractors and their respective responsibilities for performance of the specific tasks set forth in the RI Work Plan and the curricula vitae of all professionals expected to participate in the RI, together with a description of the responsibilities of each of those professionals; b. a Quality Assurance/Quality Control ("QA/QC") plan for investigations to be performed, which shall be prepared in conformance with "Interim Guidelines and Specifications for Preparing Quality Assurance Project Plans" (QAMS-005/80), dated December 1980, or as revised, and "Guidance for Preparation of Combined Work/Quality Assurance Project Plans for Environmental Monitoring" (USEPA, Office of Water Regulations and Standards, May 1984). The QA/QC Plan shall include, but not necessarily be limited to: i. a provision for completing a QA/QC evaluation of laboratory data and sampling and analytical procedures used for each sample obtained within three (3) weeks of completion of laboratory analyses; ii. a description of the chain of custody procedures to be followed, which shall conform to those set forth in Section 1.3 of "Test Methods for Evaluating Solid Wastes" (July 1982, or as updated), the National Enforcement Investigations Center Policies and Procedures Manual, as revised in November 1984, and the National Enforcement Investigations Center Manual for the Evidence Audit. September, 1981; and iii. a summary QA/QC report ("the QA/QC short form"); c. a Health and Safety Plan meeting the requirements of both 29 CFR § 1910.120 and the EPA guidance document, "Standard Operating Safety Guides" (OSWER, 1988); . d. a Contingency Plan for conducting Site activities; and e. a schedule for performance of sampling. 700009 -ID-

37. EPA will either approve the POP, or will require modification of it, in accordance with the procedures set forth in Paragraphs 50-54. Early Warning Monitoring 38. Within thirty (30) days of the effective date of this Order, Respondents shall submit to EPA for review and approval a plan for installation of an early warning monitoring well system. The early warning monitoring system shall be installed for purposes of detecting contaminant migration toward the Luther Forest Well Field. The plan shall include the location and depth of the monitoring wells, a schedule for sampling and analysis and a statement of any provisions made by Respondents to secure use of property necessary for installation and operation of the early warning system. 39. EPA will either approve the plan, or will require modification of it, in accordance with the procedures set forth in Paragraphs 50-54. 40. Within thirty (30) days of Respondents' receipt of EPA approval of the plan, Respondents shall complete installation of the early warning system. RI Report 41. Within thirty (30) days of Respondents' receipt of EPA approval of the POP, Respondents shall initiate performance of the RI. Respondents shall complete performance of the RI in conformance with the EPA-approved RI Work Plan and the EPA- approved POP, including the implementation schedules contained therein. Within thirty (30) days from receipt of the final RI analytical data, Respondents shall submit to EPA for review and approval a draft report detailing the results of the RI (the "Draft RI Report"). 42. EPA will either approve the Draft RI Report, or will require modification of it, in accordance with the procedures set forth in Paragraphs 50-54. The EPA-approved Draft RI Report shall be deemed the final EPA-approved RI Report. 43. EPA's comments on the Draft RI Report may require Respondents to perform additional investigatory work as EPA finds necessary. Such work (including any necessary work plans, reports, and/or modifications of the RI Report as a result of performance of such additional work) shall be performed by Respondents in conformance with a schedule approved by EPA.

700010 -11- Feasibilitv Study Work Plan 44. Within thirty (30) days of Respondents' receipt of EPA approval of the RI Report, Respondents shall submit to EPA for review and approval a detailed work plan for the performance of a Feasibility Study at the Site ("FS Work Plan"). The FS Work Plan shall provide for performance of the FS in conformance with the requirements set forth in the EPA-approved RI Report, the requirements of CERCLA (including but not limited to Section 121 of CERCLA, 42 U.S.C. § 9621), the NCP and any amendments thereto, EPA's RI/FS Guidance, and shall include a schedule for the performance of the tasks comprising the FS. 45. EPA will either approve the FS Work Plan, or will require modification of it, in accordance with the procedures set forth in Paragraphs 50-54. FS Report 46. Within thirty (30) days of Respondents' receipt of EPA approval of the FS Work Plan, Respondents shall initiate performance of the FS in conformance with the EPA-approved FS Work Plan and the schedule contained therein. Respondents shall complete all activities specified in the EPA-approved FS Work Plan and, in conformance with the schedule contained therein, shall submit to EPA for review and approval an FS report ("Draft FS Report"), which shall include a recommended remedial alternative and a conceptual design of that alternative. 47. EPA will either approve the Draft FS Report, or will require modification of it, in accordance with the procedures set forth in Paragraphs 50-54. The EPA-approved Draft FS Report shall be deemed the final EPA-approved FS Report. 48. Following EPA approval of the FS Report, EPA will announce the availability of both the EPA-approved RI Report and the EPA- approved FS Report to the public for review and comment. Following the public comment period (which may involve both written and oral comments), EPA will determine if the reports should be modified and will notify Respondents in writing of its determination. In the event that EPA determines that either or both of the reports needs to be modified, within thirty (30) days of receipt of EPA's determination, Respondents shall modify the report(s) as directed by EPA and shall submit the modified document(s) to EPA. EPA shall remain the final arbiter in any dispute regarding the sufficiency or acceptability of both the RI and FS Reports, and EPA may modify them unilaterally. 49. EPA will make the final selection of the remedial * alternative(s) to be implemented with respect to the Site. Nothing in this Order shall be construed as a waiver or other relinquishment, or shall otherwise affect, any remedies or claims

700911 -12- Respondents might have with regard to the selected remedial alternative(s). Plans and Reports Requiring Agency Approval 50. All reports and other documents submitted by Respondents to EPA (other than the monthly progress reports referred to below) which purport to document Respondents' compliance with the terms of this Order shall be signed by a responsible corporate officer. 51. If EPA disapproves or otherwise requires any modifications to any plan, report or other item required to be submitted to EPA for approval pursuant to this Order, Respondents shall have fourteen (14) days from the receipt of notice of such disapproval or the required modifications to correct any deficiencies and resubmit the plan, report or other item for approval, unless a shorter or longer period is specified in the notice. Any notice of disapproval will include an explanation of why the plan, report or other item is being disapproved. Respondents shall address each of the comments and resubmit the plan, report or other item with the required changes within the deadline set forth above. At such time as EPA determines that any such submission is acceptable, EPA will transmit to Respondents a written statement to that effect. 52. If any plan, report or other item required to be submitted to EPA for approval pursuant to this Order is not approved by EPA after resubmission, Respondents shall be deemed to be out of compliance with this Order. In the event that any resubmitted plan report or other item, or portion thereof, is disapproved, EPA retains the right to require Respondents to amend the plan, report, or other item and/or develop the same and recover the costs thereof from Respondents. Respondents shall implement any such plan, report, or other item as amended or developed by EPA. 53. EPA shall be the final arbiter in any dispute regarding the sufficiency or acceptability of all documents and of any activities performed pursuant to this Order and EPA may modify the documents, require modification of the documents, or the performance of additional work unilaterally. 54. All reports, work plans and other writings required under the terms of this Order shall, upon approval by EPA, be deemed to be incorporated into and made an enforceable part of this Order. Insurance 55. At least seven (7) days prior to the performance o^f any work under this Order by each of Respondents' contractors and subcontractors, Respondents shall obtain from each and submit to EPA certification that the contractors and subcontractors have workers' compensation, public liability, pr^crty damage, 700012 -13- automobile liability and umbrella liability insurance coverage for the work to be performed pursuant to this Order in a range from $500,000 to $2 million or adequate indemnification for any liability that may result from the RI/FS activities to be conducted by them. Notification and Reporting Requirements 56. Until the termination of this Order, Respondents shall prepare and provide to EPA written monthly progress reports by the tenth day of every month following the effective date of this Order. The progress reports shall include: a. a description of all actions that have been taken since the last monthly report toward achieving compliance with the Order; b. all laboratory-validated analytical results of sampling and tests and all other data received by Respondents since the last monthly report; and c. a description of all actions, data, and plans that are scheduled for the next month. 57. Respondents shall give EPA seven (7) days advance notice of any field activities to be undertaken pursuant to this Order. 58. All work plans, reports, notices and other documents required to be submitted to EPA under this Order shall be sent by certified or express mail, return receipt requested, or by overnight courier to the following addresses: 3 copies: Chief, New York/Caribbean Compliance Branch U.S. Environmental Protection Agency 26 Federal Plaza - Room 737 New York, New York 10278 Attn: Alison Hess, Project Manager Malta Rocket Fuel Area Site, Malta, N.Y. 1 copy: Chief, New York/Caribbean Superfund Branch Office of Regional Counsel U.S. Environmental Protection Agency 26 Federal Plaza New York, N.Y. 10278 Attn: Malta Rocket Fuel Area Site Attorney 3 copies: Bureau of Eastern Remedial Action Division of Hazardous Waste Remediation N.Y.S. Department of Environmental Conservation 50 Wolf Road - Room 222 700013 -14- Albany, N.Y. 12233-7010 Attn: John Greco, Project Manager Malta Rocket Fuel Area Site, Malta, N.Y. 59. Correspondence to be submitted by EPA to Respondents under this Order will be sent to the Facility Coordinator selected by Respondents pursuant to Paragraph 63 of this Order. All decisions of EPA under this Order, including approvals, disapprovals, grants or denials of requests for modifications of reports, work plans, schedules, and other work outputs will be communicated to the Facility Coordinator by the Chief, New York/ Caribbean Compliance Branch, EPA. 60. Upon the occurrence of any event during performance of the work required hereunder which event, pursuant to Section 103 of CERCLA, 42 U.S.C. § 9603, requires reporting to the National Response Center, Respondents shall, within 24 hours, orally notify the EPA Project Coordinator (or, in the event of the unavailability of the EPA Project Coordinator, the Chief of the New York/Caribbean Compliance Branch of the Emergency and Remedial Response Division of EPA Region II), in addition to the reporting required by Section 103 of CERCLA. Within twenty (20) days of the onset of such an event, Respondents shall furnish to EPA a written report setting forth the events which occurred and the measures taken, and to be taken, in response thereto. 61. Respondents shall use their best effort to avoid or minimize any delay or prevention of performance of its obligations under this Order. If circumstances occur which may delay or prevent the performance of any portion of the work required hereunder, Respondents shall, when they first become aware of such circumstances, immediately notify the EPA Project Coordinator by telephone, or in the event of his or her unavailability, the Chief of the New York/Caribbean Compliance Branch of the Emergency and Remedial Response Division of EPA Region II. In addition, within seven (7) days of the date when Respondents first become aware of the circumstances which may delay or prevent performance, Respondents shall provide written notification to EPA of those circumstances. Such written notice shall include (i) a description of the circumstances causing or potentially causing the delay; (ii) the actions that Respondents have taken and/or plan to take to minimize any delay, together with a proposed timetable for the implementation of such measures; and (iii) the date by which or time period within which Respondents propose to complete the delayed activities. Such notice shall also be accompanied by all available pertinent documentation, including, but not limited to, third-party correspondence. Such notification shall not relieve Respondents of any of their obligations under this Order. Respondents shall use their best efforts to discover and keep apprised of any and

700014 -15- all circumstances which may result in a delay or prevention of performance of the work required under this Order. 62. All data, reports and other documents produced by or on behalf of Respondents and submitted to EPA in the course,of implementing this Order shall be available to the public unless identified as confidential by Respondents and determined by EPA to merit confidential treatment, in accordance with Section 104(e)(7) of CERCLA, 42 U.S.C. § 9604(e)(7) and 40 CFR Part 2, Subpart B. No sampling and monitoring data, hydrological or geological data, or other information specified under Section 104(e)(7)(F) of CERCLA shall be considered confidential. Respondents' Facility Coordinator. Other Personnel 63. Not later than seven (7) days after the effective date of this Order, Respondents shall select a Facility Coordinator and shall notify EPA in writing of the name, address, qualifications, job title and telephone number of that Facility Coordinator. The Facility Coordinator shall be responsible for oversight of the implementation of this Order. He/she shall have technical expertise sufficient to adequately oversee all aspects of the work contemplated by this Order. Respondents shall notify EPA in writing at least seven (7) days prior to changing the individual named as their Facility Coordinator. 64. Respondents shall provide a copy of this Order to each contractor and subcontractor retained to perform the work required by this Order. Respondents shall include in all contracts or subcontracts entered into for work required under this Order provisions stating that such contractors or subcontractors, including their agents and employees, shall perform all activities required by such contracts or subcontracts in compliance with this Order and all applicable laws and regulations.. Respondents shall be responsible for ensuring that its contractors and subcontractors perform the work contemplated herein in accordance with this Order. 65. All activities required of Respondents under the terms of this Order shall be performed only by qualified persons possessing all necessary permits, licenses, and authorizations required by federal, state, and local governments. 66. All of the work performed by Respondents pursuant to this Order shall be under the direction and supervision of a qualified professional engineer. At least fourteen (14) days prior to the initiation of sampling, monitoring or analytical activities with respect to the Site, Respondents shall notify EPA, in w,riting, of the name, title and qualifications of any engineer proposed to be used in carrying out such activities. EPA shall have the right to disapprove such engineer based upon professional qualifications. 700015 -16-

Access and Availability of Data 67. Respondents shall obtain, in a timely fashion, such access to the Site, and any other premises where work under this Order is to be performed, as is necessary for Respondents to carry out the requirements of this Order. This Order does not convey any rights of access to Respondents. 68. EPA and its designated representatives, including but not limited to their employees, agents, contractors and consultants, shall be permitted to observe the work carried out pursuant to this Order. Respondents shall permit EPA and its designated representatives to have full access to and freedom of movement at the Site (and any other premises where work under this Order is performed) at all times, including, but not limited to, any time that work under this Order is being performed, for purposes of inspecting or observing Respondents' implementation of this Order, verifying the information submitted to EPA by Respondents, or for any other purpose reasonably related to EPA oversight of the implementation of this Order. 69. Respondents shall preserve, during the pendency of this Order and for a minimum of six (6) years after completion of all work required by this Order, all data and other documents generated, created or maintained by or on behalf of Respondents in connection with the implementation of the work required by this Order. After this six-year period, Respondents shall notify EPA at least ninety (90) days prior to the destruction of any such documents. 70. All data, including raw sampling and monitoring data, generated pursuant to this Order by or on behalf of Respondents and all information and records created, maintained or received by Respondents or their contractors or consultants in connection with implementation of the work under this Order shall be made available to EPA upon request, and EPA shall be permitted to copy such data. In addition, Respondents shall make available to EPA, upon its request and without delay, all other documents created or maintained by or on behalf of Respondents in connection with the implementation of the work required by this Order (except those documents, other than those claimed business confidential, that are privileged under law), and EPA shall be permitted to copy such documents. 71. Upon request by EPA, Respondents shall allow EPA or its designated representatives to collect duplicate and/or split samples of any material sampled in connection with the implementation of this Order. • 72. Notwithstanding any other provision of this Order, EPA hereby retains all of its information gathering, access and 700016 -17- inspection authority under CERCLA, the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. §§ 6901-6967, and any other applicable statute. Oversight 73. During the implementation of the requirements of this Order, Respondents and their contractors and subcontractors shall be available for such conferences and inspections with EPA as are necessary for EPA to adequately oversee the work being carried out. Community Relations 74. Respondents shall cooperate with EPA in providing information relating to the work required hereunder to the public. As requested by EPA, Respondents shall participate in the preparation of all appropriate information disseminated to the public and in public meetings which may be held or sponsored by EPA to explain activities at or concerning the Site. General Provisions 75. Except where expressly stated otherwise herein, all time periods referred to in this order shall be construed as calendar days, rather than business days. 76. If the date for submission of any item or notification required by this Order falls upon a weekend or federal holiday, the time period for submission of that item or notification is extended to the next working day following the weekend or holiday. 77. Each Respondent is jointly and severally liable for the implementation of this Order. 78. This Order shall apply to and be binding upon Respondents and Respondents' officers, directors, agents, receivers, trustees, successors and assigns. 79. All actions performed by Respondents pursuant to this Order shall be carried out in conformance with all applicable federal, state, and local laws, regulations, and requirements, including, but not limited to, the NCP and any amendments thereto. 80. All work conducted pursuant to this Order shall be performed in accordance with prevailing professional standards. • 81. Respondents shall obtain all necessary permits, licenses and other authorizations. This Order is not, nor shall it act as, a permit issued pursuant to any federal or state statute or regulation. 700017 -18-

82. Neither EPA nor the United States Government on behalf of EPA shall be liable for any injuries or damages to persons or property resulting from acts or omissions by Respondents or Respondents' officers, directors, officials, employees, .agents, servants, contractors, consultants, receivers, trustees, successors or assigns in carrying out any action or activity pursuant to this Order; nor shall EPA or the United States Government on behalf of EPA be held out as a party to any contract entered into by Respondents in carrying out any activities pursuant to this Order. 83. Nothing herein shall constitute or be construed as a satisfaction or release from liability for Respondents or Respondents' officers, directors, officials, employees, agents, servants, contractors, consultants, receivers, trustees, successors or assigns or for any other individual or entity. Nothing herein shall constitute a finding that Respondents are the sole responsible parties with respect to the release and threatened release of hazardous substances from the Site. 84. Nothing contained in this Order shall affect any right, claim, interest, defense, or cause of action of any party hereto with respect to third parties. 85. Nothing in this Order shall be construed to constitute preauthorization under Section lll(a)(2) of CERCLA, 42 U.S.C. § 9611(a)(2), and 40 CFR § 300.25(d). 86. No informal advice, guidance, suggestions or comments by EPA regarding reports, schedules, plans, specifications, or any other writing submitted by Respondents shall be construed to relieve Respondents of any of their obligations under this Order. 87. In the event that EPA determines that the activities being conducted pursuant to this Order, any other activities being conducted at the Site, or changes in conditions at the Site pose a threat to public health or welfare or the environment, EPA may direct Respondents to stop further implementation of actions pursuant to this Order and/or to take other actions reasonably necessary to abate the threat. Neither this provision nor any other provision of this Order shall be construed so as to limit any powers EPA may have under Section 300.65 of the NCP, 40 CFR § 300.65, any other applicable provision of the NCP, or any other applicable law or regulation. Enforcement 88. Failure of Respondents to comply with any of the requirements of the Order may result in EPA taking the required actions unilaterally. 700018 -19- 89. Notwithstanding any other provision of this Order, EPA reserves its right to take actions against Respondents, or any other potentially responsible parties, pursuant to Section 107(a) of CERCLA, 42 U.S.C. § 9607(a), for recovery of any costs incurred by EPA or the United States Government on behalf of EPA with respect to the Site. 90. Failure or refusal to comply with this Order, or any portion thereof, may subject Respondents to a civil penalty of up to $25,000 per day of violation of this Order. Failure to comply with this Order or any portion hereof without sufficient cause may also subject Respondents to liability for punitive damages in an amount up to three times the amount of any costs incurred by EPA, or the United States Government on behalf of EPA, as a result of Respondents1 failure to take proper action, pursuant to Section 107(c)(3) of CERCLA, 42 U.S.C. § 9607(c)(3). 91. Nothing herein shall preclude EPA from taking any additional enforcement actions and/or additional removal or remedial actions EPA may deem necessary or appropriate for any purpose, including, but not limited to, the prevention or abatement of a threat to the public health, welfare, or the environment arising from conditions at the Site. Opportunity to Confer. Effective Date 92. Not later than fourteen (14) days from the date of receipt of this Order, Respondents may confer with EPA to discuss this Order, including its applicability, the Findings upon which the Order is based, the appropriateness of any action or activity required to be undertaken herein, or other issues or contentions directly relevant to the issuance of this Order. Such conference is not, and shall not be deemed to be, an adversarial hearing or part of a proceeding to challenge this Order, and no official stenographic record of such proceeding shall be kept. Any request for a conference shall be made to Virginia Capon, Esq., Office of Regional Counsel, United States Environmental Protection Agency, Region II, 26 Federal Plaza, Room 437, New York, N.Y. 10278, (212) 264-4471. 93. This Order shall become effective on the twenty-first (21st) day following the date on which it is received by Respondents. Notice of Intent 94. Within five (5) business days of the effective date of this Order, Respondents shall inform EPA in writing as to whether Respondents intend to comply with the terms of this Order. If EPA does not receive such a notification from Respondents within the above-stated period, EPA may proceed on the assumption that Respondents do not intend to comply with this Order.

700019 -20- Termination and Satisfaction 95. When Respondents conclude that they have completed the work required under this Order, Respondents shall so notify EPA by submitting a written report demonstrating that Respondents have complied with and completed the implementation of this Order. That report shall be accompanied by appropriate documentation which substantiates Respondents' assertion that the work required hereunder has been completed. The report shall further include a certification statement, signed by a responsible corporate officer, which states the following: "I certify that the information contained in or accompanying this submission is true, accurate and complete. "As to (the)(those) identified portion(s) of this submission for which I cannot personally verify (its)(their) truth and accuracy, I certify, as the company official having supervisory responsibility for the person(s) who, acting under my direct instructions, made the verification, that this information is true, accurate and complete." If, following receipt of the aforementioned report, EPA determines that the work required hereunder has been fully carried out in accordance with this Order, EPA will so notify Respondents in writing.

U.S. ENVIRONMENTAL PROTECTION AGENCY

William J. Muszyriskif, V.&J Date Acting Regionaz Administrator U.S. Environmental Protection Agency Region II

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