oct t 5 2c02united states environmental protection agency regions 77 west jackson boulevard chicago,...

UNITED STATES ENVIRONMENTAL PROTECTION AGENCYREGIONS

77 WEST JACKSON BOULEVARDCHICAGO, IL 60604-3590 0 0 J 0 0 0 1

OCT t 5 2C02REPL Y TO THE ATTENTION OF

S-6J

Jerome I. Maynard, Esq.Dykema Gossett55 East Monroe StreetSuite 3050Chicago, Illinois 60603-5709

Re: Tremont City Landfill Site - Barrel Fill Operable Unit RemedialInvestigation and Feasibility Study - Administrative Order by ConsentPursuant to Sections 104. 107 and 122 of CERCLA.

Dear Mr. Maynard:

Enclosed please find a fully executed copy of the Administrative Order by Consent (AOC), withall attachments, for performance of the Remedial Investigation and Feasibility Study (RI/FS) forthe Barrel Fill Operable Unit at the Tremont City Landfill Site. The AOC has been filed withU.S. EPA-Region 5's administrative docket. Please make the appropriate number of copies andshare these with your clients.

Under Section XXI. of the AOC, the AOC became effective upon signature by the Director,Superfund Division, U.S. EPA, Region 5. Accordingly, for future reference, please note the datethat the Director signed the AOC.

Under the AOC's Attachment D, Statement of Work, Task 1, within 120 calendar days of theeffective date of the AOC, the "Performing Respondents shall submit a Draft RI/FS SupportSampling Plan to U.S. EPA and Ohio EPA, in accordance with RI/FS guidance referenced in theStatement of Work (SOW), that addresses all data acquisition activities." We look forward toreceiving the Performing Respondents' Draft RI/FS Support Sampling Plan within the specifiedtime period.

We wish to thank you for your cooperation and assistance in negotiating this matter. If you haveany questions or concerns, please contact either Ron Murawski, the Remedial ProjectManager, at (312) 886-2940, murawski.ronaldffiepa.gov. or Diana Embil, Assistant RegionalCounsel, at (312) 886-7889, [email protected].

Recycled/Recyclable • Printed «wm Vegetable Oil Based Inks on 50% Recycled Paper (20% Postconsumer)

Letter Re: Tremont Citv Landfill Site - Barrel Fill Operable Unit Remedial Investigation andFeasibility Study - Administrative Order bv Consent

Sincerelv.

-4coWilliam E. Muno, DirectorSuperfund DivisionU.S. EPA, Region 5

Enclosure

cc: Ron Murawski, SR-6JDiana Embil, C-14JFouad Dababneh, SR-6J

Jyl LapachinOhio EPASWDO, DERR401 East Fifth StreetDayton, OH 45402-2911

UNITED STATESENVIRONMENTAL PROTECTION AGENCY

REGION 5

BARREL FILL OPERABLE UNITREMEDIAL INVESTIGATION AND FEASIBILITY STUDY

AT THE TREMONT CITY LANDFILL SITE,TREMONT CITY, OHIO

ADMINISTRATIVE ORDER BYCONSENT PURSUANT TO

SECTIONS 104,107 AND 122 OF CERCLA

TABLE OF CONTENTS

I. JURISDICTION AND GENERAL PRO VISIONS 1

II. PARTIES BOUND AND DEFINITIONS 2

III. STATEMENT OF PURPOSE 3

IV. FINDINGS OF FACT 3

V. CONCLUSIONS OF LAW AND DETERMINATIONS 4

VI. ORDER 51. Designation of Contractor, Project Coordinator,

On-Scene Coordinator or Remedial Project Manager 52. Work to Be Performed 63. Quality Assurance 74. Reporting 75. Additional Work 76. EPA Approval of Plans and Other Submissions 87. Access to Property and Information 98. Record Retention, Documentation, Availability of Information 99. Off-Site Shipments 1010. Compliance With Other Laws 1011. Emergency Response and Notification of Releases 10

VII. AUTHORITY OF THE U.S. EPA REMEDIAL PROJECT MANAGER 11

VIII. REIMBURSEMENT OF COSTS 11

IX. DISPUTE RESOLUTION 12

X. FORCE MAJEURE 13

XI. STIPULATED AND STATUTORY PENALTIES 13

XII. RESERVATION OF RIGHTS 15

XIII. OTHER CLAIMS 15

XIV. COVENANT NOT TO SUE 16

XV. CONTRIBUTION PROTECTION 17

XVI. INDEMNIFICATION 17

11

XVII. MODIFICATIONS

XVIII. NOTICE OF COMPLETION

XIX. SUBMITTALS/CORRESPONDENCE

XX. SEVERABILITY

XXI. EFFECTIVE DATE AND COMPUTATION OF TIME

18

18

18

19

20

ATTACHMENTS

ATTACHMENT A: NAMES OF PERFORMING RESPONDENTS

ATTACHMENT B: NAMES OF BUYOUT RESPONDENTS

ATTACHMENT C: BUYOUT TRUST AGREEMENT

ATTACHMENT D: STATEMENT OF WORK

ATTACHMENT E: DEPICTION OF BARREL FILL AT TREMONT CITYLANDFILL SITE

111

UNITED STATES ENVIRONMENTAL PROTECTION AGENCYREGION 5

IN THE MATTER OF:

BARREL FILLOPERABLE UNITREMEDIAL INVESTIGATIONAND FEASIBILITY STUDYAT THETREMONT CITY LANDFILL SITE,

TREMONT CITY, OHIO

Respondents:

Listed in Attachments A and B

Docket No.

ADMINISTRATIVE Order BYCONSENT PURSUANT TOSECTIONS 104, 107 & 122OF THE COMPREHENSIVEENVIRONMENTAL RESPONSE,COMPENSATION, ANDLIABILITY ACT, asamended, 42 U.S.C. §§9604,9607 and 9622.

I. JURISDICTION AND GENERAL PROVISIONS

This Administrative Order by Consent (the "Order") is entered voluntarily by the United StatesEnvironmental Protection Agency ("U.S. EPA") and the Respondents. The Order is issued pursuant tothe authority vested in the President of the United States by Sections 104, 107 and 122 of theComprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended("CERCLA"), 42 U.S.C. §§ 9604,9607 and 9622. This authority has been delegated to the Administratorof the U.S. EPA by Executive Order No. 12580, January 23,1987,52 Federal Register 2923. and furtherdelegated to the Regional Administrators by U.S. EPA Delegation Nos. 14-14-A, 14-14-Cand 14-14-D,and to the Director, Superfund Division, Region 5, by Regional Delegation Nos. 14-14-A, 14-14-C and •,14-14-D.

This Order requires the Respondents to conduct a Remedial Investigation and Feasibility Study ("RI/FS")to investigate the nature and extent of contamination for the Barrel Fill Operable Unit of the Tremont CityLandfill Site in Tremont City, Ohio (the "Site") which is generally depicted in Attachment E, and developand evaluate potential remedial alternatives: The RI/FS shall evaluate response actions consistent with40 CFR Part 300.430 and U.S. EPA guidance applicable to RI/FS work to address the environmentalconcerns in connection with the areas of contamination located within and surrounding the Barrel Fill.Remedial action(s) selected through the RI/FS process are to be implemented pursuant to a Record ofDecision to be issued by U.S. EPA. Implementation of the Record of Decision is not required by thisOrder.

A copy of this Order will also be provided to the State of Ohio, which has been notified of the issuanceof this Order. The U.S. EPA has also notified the Federal Natural Resource trustees of the negotiationsin this action pursuant to the requirements of Section 122(j) of CERCLA.

The Respondents to this Consent Order agree to undertake all actions required by the terms andconditions hereunder, and consent to and will not contest or legally challenge the issuance of this ConsentOrder or the U.S. EPA's jurisdiction regarding this Consent Order. Respondents' participation in thisOrder shall not constitute an admission of liability or of U.S. EPA's Findings of Facts or Conclusions ofLaw and Determinations contained in this Consent Order except in a proceeding to enforce the terms ofthis Consent Order. Respondents agree to comply with and be bound by the terms of this Consent Order.Respondents further agree that in a proceeding to enforce the terms of this Consent Order, they will notcontest the basis or validity of this Consent Order or its terms.

II. PARTIES BOUND AND DEFINITIONS

This Order applies to and is binding upon U.S. EPA and upon Respondents and Respondents' receivers,trustees, successors and assigns. Any change in ownership or corporate status of Respondents including,but not limited to, any transfer of assets or real or personal property shall not alter such Respondents'responsibilities under this Order.

Terms used in this Order that are defined in Section 101 of CERCLA, 42 U.S.C. § 9601, shall have themeanings provided therein. For purposes of this Order:

"Barrel Fill" shall mean the approximately 8.5 acre portion of the Site operated beginning in 1976and closed in 1979 as a licensed landfill for the disposal of barreled or drummed wastes.

"Barrel Fill Operable Unit" shall mean that operable unit of the Site that addresses contaminationat and from the Barrel Fill.

"Barrel Fill Trust Fund" shall mean that trust fund established for the purposes of holding anddistributing settlement funds for work done pursuant to this Order. The Barrel Fill Trust Account shallbe established and administered by the Performing Respondents, consistent with the Trust Agreementattached hereto as Attachment C, and shall specify that the settlement funds shall be used to pay costsincurred by the Performing Respondents in performance of Work pursuant to this Order.

"Buyout Respondents" shall mean those persons or entities listed in Attachment B that areobligated to pay into the Barrel Fill Trust Fund the Buyout Settlement Amount listed in Attachment Bas their share of costs for the Work done pursuant to this Order.

"Buyout Settlement Amounts" shall mean those settlement amounts listed in Attachment B thatshall be the amount paid by the individual Buyout Respondents into the Barrel Fill Trust Fund to resolvetheir individual liability for the Matters Addressed in this Order, as defined in this Section below.

"Community Involvement Plan" shall mean those community involvement activities that aredeveloped and implemented by U.S. EPA, in consultation with Ohio EPA, for the Barrel Fill OperableUnit, and that are referenced in the U.S. EPA document by the same name.

"Matters Addressed" in this Order shall include Oversight Costs and all Work to be undertakenpursuant to this Order.

"Oversight Costs" shall mean all costs paid by U.S. EPA after the effective date of this Order

relating to this Order, including, but not limited to direct and indirect costs related to overseeing the Workperformed under this Order, and reviewing or developing plans, reports and other items pursuant to thisOrder.

"Parties" shall mean the signatories to this Order.

"Performing Respondents" shall mean those persons or entities listed in Attachment A that areobligated to perform the Work pursuant to this Order.

"Respondents" shall mean those parties that are listed in Attachments A and B and that havesubmitted executed signature pages to this Order, or their subsidiaries, officers, directors, parents,predecessors and successors.

"Site" shall mean the Tremont City Landfill Site consisting of approximately 80 acres located oneand one-quarter miles west of Tremont City and south of the Clark/Champaign County line in thesouthwest quarter of Section 17 of German Township, Clark County, Ohio, and including the closedlandfill, closed Barrel Fill and closed waste transfer station.

"Work" shall mean all activities Performing Respondents are required to perform under this Order.

Non-performance by one or more of the Performing Respondents with any provision of this Order shallVw'not excuse a Respondent from its obligation to comply with this Order.

Performing Respondents shall ensure that their contractors, subcontractors, and representatives receivea copy of this Order, and comply with this Order. Performing Respondents shall be responsible for anynoncompliance with this Order.

III. STATEMENT OF PURPOSE

In entering into this Order, the objectives of US. EPA and the Respondents are: (a) to determine thenature and extent of contamination and any threat to the public health, welfare, or the environment causedby the release or threatened release of hazardous substances, pollutants or contaminants at and from theBarrel Fill by conducting a remedial investigation as more specifically set forth in the Statement of Work("SOW") attached as Attachment D to this Order; (b) to determine and evaluate alternatives for remedialaction to prevent, mitigate or otherwise respond to or remedy any release or threatened release of ̂ /hazardous substances, pollutants, or contaminants at and from the Barrel Fill by conducting a feasibilitystudy as more specifically set forth in the SOW; and (c) to provide for the recovery of oversight costsincurred by U.S. EPA with respect to this Order.

IV. FINDINGS OF FACT

Based on available information, including the Administrative Record in this matter, U.S. EPA herebyfinds, and, for purposes of enforceability of this Order only, the Respondents stipulate that the factualstatutory prerequisites under CERCLA necessary for issuance of this Order have been met. U.S. EPA'sfindings and this stipulation include the following:

1. The Site is located at 3108 Snyder-Domer Road in Tremont City, German Township, Clark County,Ohio. Approximately 440 people live within a one-mile radius of the Site with the nearest residentialproperty located within 1000 feet of the Site. The Barrel Fill Operable Unit is an operable unit of theTremont City Landfill Site.

2. Danis Industries Inc., its predecessors ("Danis"), or subsidiaries has owned the Site sinceapproximately 1969. Tremont Landfill Company, a subsidiary of Danis currently owns the Site,including the Barrel Fill.

3. In 1976, the State of Ohio issued a permit for the disposal of barreled and uncontained wastes at theBarrel Fill to IWD Chemical Disposal, Inc., a former subsidiary of Danis. Between 1976 and 1979,records indicate that approximately 50,000 barrels of wastes, including potentially hazardous wastes,were disposed of at the Barrel Fill, along with uncontainerized wastes. IWD Liquid, Inc., a formersubsidiary of Danis, transported industrial wastes to the Barrel Fill. In 1980, IWD ChemicalDisposal, Inc. and IWD Liquid, Inc. merged into Waste Management, Inc.

4. Soil sampling results during several Barrel Fill assessments by the Ohio Environmental ProtectionAgency ("Ohio EPA") and the U.S. EPA found elevated levels of the inorganic compounds antimony,arsenic, thallium, cyanide, and lead; and elevated levels of the organic compounds xylene, toluene,methylene chloride, ethyl benzene, and acetone.

5. Sampling of groundwater and seeps underneath or down-gradient of the Barrel Fill found elevatedlevels of volatile organic compounds ("VOCs") including acetone, methyl acetate and variouschlorofluorocarbons. Elevated levels of inorganic compounds chromium, arsenic, lead and thalliumwere found in groundwater near or down-gradient of the Barrel Fill.

6. The Site is not currently listed on the National Priorities List of Contaminated Sites.

V. CONCLUSIONS OF LAW AND DETERMINATIONS

Based on the Findings of Fact set forth above, and the Administrative Record in this matter, U.S. EPAhas determined that:

1. The Barrel Fill is a "facility" as defined by Section 101(9) of CERCLA, 42 U.S.C. § 9601(9).

2. The inorganic and organic compounds detected at the Barrel Fill at elevated levels are "hazardoussubstances" as defined by Section 101(14) of CERCLA, 42 U.S.C. § 9601(14).

3. Each Respondent is a "person" as defined by Section 101(21) of CERCLA, 42 U.S.C. § 9601(21).

4. Each Respondent is a person who either allegedly generated the hazardous substances found at theBarrel Fill, is a person who at the time of disposal of any hazardous substances owned or operatedthe Barrel Fill, or is a person who arranged for disposal or transport for disposal of hazardoussubstances at the Barrel Fill. Each Respondent therefore may be liable under Section 107(a) ofCERCLA, 42 U.S.C. § 9607(a).

5. The presence of hazardous substances at the Barrel Fill or the past, present or potential migration ofhazardous substances currently located at or emanating from the Barrel Fill constitute actual and/orthreatened "releases" of hazardous substances from the facility into the "environment" as defined bySections 101(8) and (22) of CERCLA, 42 U.S.C. §§ 9601(8) and (22).

6. The actions required by this Order are necessary to protect the public health, welfare, or theenvironment, and are not inconsistent with the NCP and CERCLA.

VI. ORDER

Based upon the foregoing Findings of Fact, Conclusions of Law and Determinations, and theAdministrative Record for this Site, it is hereby Ordered and agreed that each Respondent shall complywith the following provisions, including but not limited to all Attachments to this Order, and alldocuments incorporated by reference into this Order, and perform the following actions:

1. Designation of Contractor. Project Coordinator. On-Scene Coordinator or Remedial ProjectManager

Performing Respondents shall perform the actions required by this Order themselves or retain a contractorto undertake and complete the requirements of this Order. All work performed under this Consent Ordershall be under the direction and supervision of qualified personnel.

Within 14 calendar days of the effective date of this Order, and before the work outlined below begins^-'Performing Respondents shall notify EPA in writing of the names, titles, and qualifications of thepersonnel, including contractors, subcontractors, consultants and laboratories to be used in carrying outsuch work. Performing Respondents shall also notify U.S. EPA of the name and qualifications of anyother contractors or subcontractors retained to perform work under this Order at least 10 calendar daysprior to commencement of such work.

With respect to any proposed contractor, the Performing Respondents shall demonstrate that the proposedcontractor has a quality system which complies with ANSI/ASQC E4-1994, "Specifications andGuidelines for Quality Systems for Environmental Data Collection and Environmental TechnologyPrograms," (American National Standard, January 5, 1995), by submitting a copy of the proposedcontractor's Quality Management Plan (QMP). The QMP should be prepared in accordance with "EPARequirements for Quality Management Plans (Q A/R-2)," (EP A/240/B-01 /002, March 2001) or equivalentdocumentation as determined by EPA. The qualifications of the persons undertaking the work forPerforming Respondents shall be subject to EPA's review, for verification that such persons meet-—/minimum technical background and experience requirements.

This Order is contingent on Performing Respondents' demonstration to EPA's satisfaction that PerformingRespondents are qualified to perform properly and promptly the actions set forth in this Consent Order.If EPA disapproves of any person(s)' technical qualifications, Performing Respondents shall retain adifferent contractor within 20 calendar days following U.S. EPA's disapproval, and shall notify U.S. EPAof that contractor's name and qualifications within 20 calendar days of U.S. EPA's disapproval. Duringthe course of the RI/FS, Respondent(s) shall notify EPA in writing of any changes or additions in thepersonnel used to carry out such work, providing their names, titles, and qualifications. EPA shall havethe same right to approve changes and additions to personnel as it has hereunder regarding the initialnotification.

Within 14 calendar days after the effective date of this Order, the Performing Respondents shall designatea Project Coordinator who shall be responsible for administration of all the Performing Respondents'

actions required by the Order. Performing Respondents shall submit the designated coordinator's name,address, telephone number, and qualifications to U.S. EPA. U.S. EPA retains the right to disapprove ofany Project Coordinator named by the Performing Respondents. If U.S. EPA disapproves a selectedProject Coordinator, Performing Respondents shall retain a different Project Coordinator within 20calendar days following U.S. EPA's disapproval and shall notify U.S. EPA of that person's name andqualifications within 20 calendar days of U.S. EPA's disapproval. Receipt by Performing Respondents'Project Coordinator of any notice or communication from U.S. EPA relating to this Order shall constitutereceipt by all Performing Respondents.

The U.S. EPA has designated Ronald W. Murawski of the Remedial Response Branch, Region 5, as itsRemedial Project Manager ("RPM"). Performing Respondents shall direct all submissions required bythis Order to the RPM along with the required copies in accordance with Section XIX(Submittals/Correspondence). All Performing Respondents are encouraged to make their submissionsto U.S. EPA on recycled paper (which includes significant post-consumer waste paper content wherepossible) and using two-sided copies.

U.S. EPA and Performing Respondents shall have the right, subject to the preceding paragraphs, tochange their designated RPM or Project Coordinator. U.S. EPA shall notify the Performing Respondents,and Performing Respondents shall notify U.S. EPA, as early as possible before such a change is made,but in no case less than 24 hours before such a change. The initial notification may be made orally butit shall be promptly followed by a written notice within 4 calendar days of oral notification.

2. Work to Be Performed

The SOW is incorporated into and made an enforceable part of this Order. The RI/FS shall be performed,as detailed in the SOW and in this Order, to cover (i) the geographic area depicted in Attachment D asthe Barrel Fill, and (ii) any location to which hazardous substances, pollutants or contaminants havemigrated from the Barrel Fill.

The RI and FS reports shall be consistent with, at a minimum, U.S. EPA guidance entitled, "Guidancefor Conducting Remedial Investigations and Feasibility Studies Under CERCLA" (U.S. EPA, Office ofEmergency and Remedial Response, October, 1988) and any other published guidance that U.S. EPA usesin conducting a RI/FS.

The tasks that shall be completed as part of the RI/FS are:

Task 1. RI/FS Support Sampling PlanTask 2. Community Involvement SupportTask 3. Remedial InvestigationTask 4. RI ReportTask 5. Alternatives Array DocumentTask 6. FS ReportTask 7. Progress Reports

The RI/FS Support Sampling Plan shall consist of a quality assurance project plan (QAPP), a fieldsampling plan (FSP), and a health and safety plan, as described in the Statement of Work and guidances,including, without limitation, "EPA Guidance for Quality Assurance Project Plans (QA/G-

5)"(EPA/600/R-98/018, February 1998), and "EPA Requirements for Quality Assurance Project Plans(QA/R-5)" (EPA 240/B-01/003, March 2001).

The tasks referenced above and the schedule for the draft reports and final deliverables are more fullydescribed in the attached SOW.

3. Quality Assurance

Performing Respondents shall assure that work performed, samples taken and analyses conductedconform to the requirements of the SOW, the QAPP and guidances identified therein. PerformingRespondents will assure that field personnel used by Performing Respondents are properly trained in theuse of field equipment and in chain of custody procedures. Performing Respondents shall only uselaboratories which have a documented quality system that complies with ANSI/ASQC E4-1994,"Specifications and Guidelines for Quality Systems for Environmental Data Collection andEnvironmental Technology Programs," (American National Standard, January 5, 1995) and "EPARequirements for Quality Management Plans (Q A/R-2)" (EPA/240/B-017002, March 2001) or equivalentdocumentation as determined by EPA. EPA may consider laboratories accredited under the NationalEnvironmental Laboratory Accreditation Program (NELAP) to meet the quality system requirements^,

4. Reporting

Performing Respondents shall submit a monthly written progress report to -U.S. EPA and Ohio EPAconcerning actions undertaken pursuant to this Order, beginning 30 calendar days after the effective dateof this Order, until termination of this Order, unless otherwise directed in writing by the RPM. Thesereports shall describe all significant developments during the preceding period, including the workperformed and any problems encountered, analytical data received during the reporting period, anddevelopments anticipated during the next reporting period, including a schedule of work to be performed,anticipated problems, and planned resolutions of past or anticipated problems.

Performing Respondents shall submit monthly progress reports to U.S. EPA as described in the attachedSOW.

Any Respondent that owns any portion of the Site shall, at least 30 calendar days prior to the conveyanceof any interest in real property at the Site, give written notice of this Order to the transferee and writtennotice of the proposed conveyance to U.S. EPA and Ohio EPA. The notice to U.S. EPA and Ohio EPAshall include the name and address of the transferee. The party conveying such an interest shall requirethat the transferee will provide access as described in Section VI.3. (Access to Property and Information).

5. Additional Work

In the event that the U.S. EPA or the Performing Respondents determine that additional work is necessaryto accomplish the objectives of the RJ/FS as set forth in the SOW, notification of such additional work,and a written rationale therefore, shall be provided to the other parties in writing. Any additional workwhich Performing Respondents determine to be necessary shall be subject to U.S. EPA's written approval(in consultation with Ohio EPA) prior to commencement of the additional work. PerformingRespondents shall complete, in accordance with standards, specification, and schedules U.S. EPA hasapproved, any additional work Performing Respondents have proposed, and which U.S. EPA has

approved in writing or that U.S. ERA has determined to be necessary, and has provided written notice ofpursuant to this paragraph.

The parties acknowledge that the SOW provides descriptions of the work to be performed and that, basedon the U.S. EPA's and Performing Respondents' current understanding of Barrel Fill conditions, the workdescribed in the SOW should satisfy the objectives of the RI/FS and the RI/FS guidance. EPA agrees thatit will request additional RI/FS work under this Order only when it determines based on available data(including information developed pursuant to this Order) that hazardous substances released at or fromthe Barrel Fill may present a threat to human health or the environment, and further investigation of theextent of such hazardous substances is necessary consistent with 40 C.F.R. Part 300.430 and RI/FSguidance.

6. EPA Approval of Plans and Other Submissions

U.S. EPA (in consultation with Ohio EPA) may approve, disapprove, require revisions to, or modify anydraft work plan, report or other submission from Performing Respondents required under this Section toconform said work plan, report or submission to the requirements of the SOW or the RI/FS guidance.If U.S. EPA requires revisions, Performing Respondents shall submit a revised submission incorporatingall of U.S. EPA's required revisions within 21 calendar days of receipt of U.S. EPA's notification of therequired revisions.

Upon receipt of a written notice of disapproval of a work plan, report or other submission, PerformingRespondents shall, within 30 days or such longer time as specified by EPA in such notice, correct thedeficiencies and resubmit the document. Any stipulated penalties applicable to the submission, asprovided in Section XI (Stipulated and Statutory Penalties), shall accrue during the 30-day period orotherwise specified period but shall not be payable unless the re-submission is disapproved or modifieddue to a material defect. In the event of U.S. EPA disapproval of a revised submittal, PerformingRespondents may be deemed in violation of this Order. If Performing Respondents are deemed inviolation of this Order, U.S. EPA retains the right to terminate this Order, conduct a complete RI/FS inaccordance with CERCLA, and obtain reimbursement for costs incurred in conducting the RI/FS fromthe Performing Respondents as permitted by law. Performing Respondents reserve the right to contestsuch actions as permitted by law.

Alternatively, U.S. EPA may again require the Performing Respondents to correct the deficiencies, inaccordance with the preceding Paragraphs. U.S. EPA also retains the right to modify or develop workplan, report or other submission. Performing Respondents shall implement any such work plan, reportor other submission as modified or developed by EPA consistent with the SOW and U.S. EPA guidance,subject only to their right to invoke the dispute resolution process as set forth in Section IX (DisputeResolution).

Notwithstanding the receipt of a notice of disapproval, Performing Respondents shall proceed, at thedirection of U.S. EPA, to take any action required by any non-deficient portion of the relevantsubmission. Implementation of any non-deficient portion of a submission shall not relieve PerformingRespondents of any liability for stipulated penalties under Section XI (Stipulated and Statutory Penalties).

In the event that a resubmitted document is disapproved by U.S. EPA, Performing Respondents shall bedeemed to have failed to submit the submission timely and adequately unless Performing Respondents

8

invoke the dispute resolution procedures set forth in Section IX (Dispute Resolution) and U.S. EPA'saction is overturned pursuant to that Section. The provisions of Sections IX (Dispute Resolution) andXI (Stipulated and Statutory Penalties) shall govern the implementation of the Order and accrual andpayment of any stipulated penalties during Dispute Resolution.

7. Access to Property and Information

As described herein, Performing Respondents shall provide or obtain access to the Barrel Fill area andoff-site areas to which access is necessary to implement this Order, and Performing Respondents shallprovide access to all non-privileged records and documentation related to the conditions at the Barrel Filland the actions conducted pursuant to this Order. Such access shall be provided to U.S. EPA, Ohio EPA,and their employees, contractors, agents, consultants, designees, representatives. These individuals shallbe permitted to move freely at the Barrel Fill and appropriate off-site areas to which PerformingRespondents have access in Order to conduct actions which U.S. EPA determines to be necessary.Performing Respondents may advise U.S. EPA and Ohio EPA of health and safety procedures applicableat the Barrel Fill, and U.S. EPA and Ohio EPA representatives will act consistent with those procedures.Performing Respondents shall submit to U.S. EPA and Ohio EPA, no later than with the first monthlyprogress report following receipt, the results of all sampling or tests and all other data generatedPerforming Respondents or their contractors), or on the Performing Respondents' behalf duringimplementation of this Order.

Where work or action under this Order is to be performed in areas owned by or in possession of someoneother than Performing Respondents, Performing Respondents shall use their best efforts (includingmaking appropriate commercially reasonable payments) to obtain all necessary access agreements 30calendar days prior to the need for such access, as otherwise specified in writing by the RPM. PerformingRespondents shall notify U.S. EPA within 4 business days if, after using their best efforts, they are unableto obtain such agreements. Performing Respondents shall describe in writing their efforts to obtainaccess. U.S. EPA may, in its discretion, then assist Performing Respondents in gaining access, to theextent necessary to effectuate the actions described herein, using such means as U.S. EPA deemsappropriate. U.S. EPA shall also extend the schedules under this Order as necessary if PerformingRespondents have failed to obtain access despite using their best efforts to obtain such access.

8. Record Retention. Documentation. Availability of Information

Performing Respondents shall preserve at least one copy of all non-duplicative documents andinformation in their possession relating to work performed under this Order, or relating to the hazardoussubstances found on or released at or from the Site which are the subject of the investigations beingconducted under this Order, for six years following completion of the actions required by this Order. Atthe end of this six year period and at least 60 calendar days before any document or information isdestroyed, Performing Respondents shall notify U.S. EPA that all such non-privileged documents andinformation are available to U.S. EPA for inspection, and upon request, shall provide the originals orcopies of such documents and information to U.S. EPA. In addition, Performing Respondents shallprovide copies of any such non-privileged documents and information retained under this Section at anytime before expiration of the six year period at the written request of U.S. EPA.

If Performing Respondents assert a privilege in lieu of providing documents, they shall provide U.S. EPAwith the following: (1) the title of the document, record, or information; (2) the date of the document,

record, or information; (3) the name and title of the author of the document, record, or information; (4)the name and title of each addressee and recipient; (5) a description of the contents of the document,record, or information; and (6) the privilege asserted by Performing Respondents. However, nodocuments, reports, or other information created or generated pursuant to the requirements of this Ordershall be withheld on the grounds that they are privileged.

9. Off-Site Shipments

As applicable, all hazardous substances, pollutants or contaminants removed off-site pursuant to thisOrder for treatment, storage or disposal shall be treated, stored, or disposed of at a facility in compliance,as determined by U.S. EPA, with the U.S. EPA Revised Off-Site Rule, 40 CFR § 300.440. The sale ortransfer of oversize residual for reuse off-site shall be acceptable if allowed by Ohio EPA.

10. Compliance With Other Laws

Performing Respondents shall perform all activities required pursuant to this Order in accordance withall the applicable requirements of all federal and state laws and regulations. U.S. EPA has determinedthat the activities required by this Order are consistent with the National Contingency Plan ("NCP").

Except as provided in Section 121(e) of CERCLA and the NCP, no permit shall be required for anyportion of the activities conducted entirely on-site. Where any portion of the activities is to be conductedoff-site and requires a federal or state permit or approval, the Performing Respondents shall submit timelyand complete applications and take all other actions necessary to obtain and to comply with all suchpermits or approvals.

This Order is not, and shall not be construed to be, a permit issued pursuant to any federal or state statuteor regulation.

11. Emergency Response and Notification of Releases

If any incident, or change in Barrel Fill conditions, during the activities conducted pursuant to this Ordercauses or threatens to cause an additional release of hazardous substances from the Barrel Fill or anendangerment to the public health, welfare, or the environment, the Performing Respondents shallimmediately take all appropriate action to prevent, abate or minimize such release or endangermentcaused or threatened by the release. Performing Respondents shall also immediately notify the RPM or,in the event of his unavailability, shall notify the Regional Duty Officer, Emergency Response Branch,Region 5 at (312) 353-2318, of the incident or Barrel Fill conditions. If Performing Respondents fail torespond, U.S. EPA may respond to the release or endangerment and reserve the right to recover costsassociated with that response.

Performing Respondents shall submit a written report to U.S. EPA within 10 calendar days after eachsuch release, setting forth the events that occurred and the measures taken or to be taken to mitigate anyrelease or endangerment caused or threatened by the release and to prevent the reoccurrence of such arelease. Performing Respondents shall also comply with any other notification requirements, includingthose in CERCLA Section 103, 42 U.S.C. § 9603, and Section 304 of the Emergency Planning andCommunity Right-To-Know Act, 42 U.S.C. § 11004.

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VII. AUTHORITY OF THE U.S. EPA REMEDIAL PROJECT MANAGER

The RPM shall be responsible for overseeing the implementation of this Order. The RPM shall have theauthority vested in an RPM and OSC by the NCP, including the authority to halt, conduct, or direct anyactivities required by this Order, or to direct any other response action undertaken by U.S. EPA orRespondents at the Site. Absence of the RPM from the Site shall not be cause for stoppage of workunless specifically directed by the RPM.

VIII. REIMBURSEMENT OF COSTS

Performing Respondents agree to pay all Oversight Costs of the United States related to this Order thatare not inconsistent with the NCP. The amount of any Oversight Costs shall be calculated using theSuperfund Full Cost Indirect Cost Rate Methodology as described in the memorandum from JosephDillon, Acting Comptroller, Subject: Accounting for Indirect Costs Associated with Superfund Site-Specific Activities, See 65 FR 35339-35345 (June 2,2000). In performing its oversight under this Order,U.S. EPA will act consistent with "Interim Guidance on Implementing the Superfund AdministrativeReform on PRP Oversight," OSWER Directive No. 9200.0-32P (May 17,2000).

Performing Respondents shall, within 45 calendar days of receipt of a bill from U.S. EPA, remit a s—^cashier's or certified check for the amount of the bill made payable to the "Hazardous SubstanceSuperfund," to the following address:

U.S. Environmental Protection AgencySuperfund AccountingP.O. Box 70753Chicago, Illinois 60673

Performing Respondents shall simultaneously transmit a copy of the check to the Director, SuperfundDivision, U.S. EPA Region 5, 77 West Jackson Blvd., Chicago, Illinois, 60604-3590. Payments shallbe designated as "Response Costs - Tremont City Landfill Site - Barrel Fill Operable Unit" and shallreference the payor's name and address, the EPA site identification number, OHD980612188, and thedocket number of this Order. In the event that any payment is not made within the deadlines describedabove, Performing Respondents shall pay interest on the unpaid balance. Interest is established at the ratespecified in Section 107(a) of CERCLA, 42 U.S.C. § 9607(a). The interest shall begin to accrue on thedate of the Performing Respondents' receipt of the bill. Interest shall accrue at the rate specified throughthe date of the payment. Payments of interest made under this paragraph shall be in addition to such otherremedies or sanctions available to the United States by virtue of Performing Respondents' failure to maketimely payments under this Section.

If any dispute over costs is resolved before payment is due, the amount due will be adjusted as necessary.If the dispute is not resolved before payment is due, Performing Respondents shall pay the full amountof the uncontested costs into the Hazardous Substance Fund as specified above on or before the due date.Within the same time period, Performing Respondents shall pay the full amount of the contested costsinto an interest-bearing escrow account. Performing Respondents shall simultaneously transmit a copyof both checks to the RPM. Performing Respondents shall ensure that the prevailing party or parties inthe dispute shall receive the amount upon which they prevailed from the escrow funds plus interest within20 calendar days after the dispute is resolved.

11

Based on information currently available to U.S. EPA, there are persons, notified by U.S. EPA of theirCERCLA Section 107 liability for the Barrel fill Operable Unit, that may not participate in the fundingof the Work or payment of Oversight Costs under this Order. Accordingly, U.S. EPA will take intoconsideration, as appropriate, in negotiating agreement for future response actions for the Barrel FillOperable Unit, U.S. EPA policies that are applicable under the prevailing circumstances.

IX. DISPUTE RESOLUTION

The parties to this Order shall attempt to resolve, expeditiously and informally, any disagreementsconcerning this Order. The parties agree to consider utilizing an independent third party mediatoracceptable to Respondents and U.S. EPA, if necessary, to resolve any such disputes. Respondents shallpay for the cost of any such independent third party. U.S. EPA reserves the right to review bills from andapprove payments to such independent third party.

If the Respondents object to any U.S. EPA action taken or decision reached pursuant to this Order,including, without limitation, billings for oversight costs or disapproval or required revisions ormodifications of any plan or report, the Respondents shall notify U.S. EPA in writing of their objection(s)within 10 calendar days of such action or decision, unless the objections) has (have) been informallyresolved. This written notice shall include a statement of the issues in dispute, the relevant facts uponwhich the dispute is based, all factual data, analysis or opinion supporting Respondents' position, and allsupporting documentation on which the Respondents rely (hereinafter the "Statement of Position").

U.S. EPA and Respondents shall within 15 calendar days of U.S. EPA's receipt of the Respondents'Statement of Position, attempt to resolve the dispute through formal negotiations ("Negotiation Period").The Negotiation Period of 15 calendar days may be extended at the sole discretion of U.S. EPA. U.S.EPA's decision regarding an extension of the Negotiation Period shall not constitute a U.S. EPA actionsubject to dispute resolution or a final Agency action giving rise to judicial review.

If the formal Negotiation Period concludes without an agreement, U.S. EPA shall submit its Statementof Position, including supporting documentation, no later than 15 calendar days after the conclusion ofthe formal Negotiation Period.

An administrative record of any dispute under this Section shall be maintained by U.S. EPA. The recordshall include the written notification of such dispute, and the Statements of Position served pursuant tothe preceding paragraphs.

Any agreement reached by the parties pursuant to this Section shall be in writing, signed by all parties,and shall upon the signature by the parties be incorporated into and become an enforceable element ofthis Order. If the parties are unable to reach an agreement within the Negotiation Period or anyextensions thereof the Director of the U.S. EPA Superfund Division, Region 5, will issue a writtendecision on the dispute to the Respondents. The decision of U.S. EPA shall be incorporated into andbecome an enforceable element of this Order upon Respondents' receipt of the decision regarding thedispute. In the case of any conflict or inconsistency between the terms of the AOC and those of itsAttachments, generally accepted principles of construction apply in any interpretation of those documents.

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Respondents' obligations under this Order shall not be tolled by submission of any objection for disputeresolution under this Section. Following resolution of the dispute, as provided by this Section,Respondents shall fulfill the requirement that was the subject of the dispute in accordance with theagreement reached or with U.S. EPA's decision, whichever occurs.

X. FORCE MAJEURE

Respondents agree to perform all requirements under this Order within the time limits established underthis Order, unless the performance is delayed by a force majeure. For purposes of this Order, a forcemajeure is defined as any event arising from causes beyond the control of Respondents that delays orprevents performance of any obligation under this Order despite Respondents' best efforts to fulfill theobligation. Force majeure does not include financial inability to complete the work, increased cost ofperformance, or normal weather events.

Respondents shall notify U.S. EPA orally within 48 hours after Respondents become aware of any eventthat Respondents contend constitute a force majeure. and in writing within 7 calendar days afterRespondents become aware of any events which constitute a force majeure. Such notice shall: identifythe event causing the delay or anticipated delay; estimate the anticipated length of delay, including^/necessary demobilization and re-mobilization; state the measures taken or to be taken to minimize thedelay; and estimate the timetable for implementation of the measures. Respondents shall take allreasonable measures to avoid and minimize the delays. Failure to comply with the notice provision ofthis Section shall be grounds for U.S. EPA to deny Respondents an extension of time for performance.Respondents shall have the burden of demonstrating by a preponderance of the evidence that the eventis a force majeure. that the delay is warranted under the circumstances, and that best efforts wereexercised to avoid and mitigate the effects of the delay to the satisfaction of U.S. EPA.

If U.S. EPA determines a delay in performance of a requirement under this Order is or was attributableto a force majeure. the time period for performance of that requirement shall be extended by U.S. EPAfor such time as is necessary to complete such activities. Such an extension shall not alter Respondents'obligation to perform or complete other tasks required by the Order which are not directly affected by theforce majeure.

XI. STIPULATED AND STATUTORY PENALTIES

For each calendar day, or portion thereof, that Respondents fail to fully perform any requirement of thisOrder in accordance with the schedule established pursuant to this Order, Respondents shall be liable asfollows:

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Deliverable/ActivityPenalty

For Days 1-7Penalty

For > 7 Days

Failure to Submit $250/Daya Draft Work Planor RJ or FS Reports

Failure to Submit $250/Daya Revised Work Planor RI or FS Reports

Failure to Submit $200/DayTech Memos orRisk Assessment Report

Late Submittal of $ 175/DayProgress Reports orOther MiscellaneousReports/Submittals

Failure to Meet any $ 175/DayScheduled Deadlinein the Order

$850/Day

$850/Day

$500/Day

$375/Day

$375/Day

Upon receipt of written demand by U.S. EPA, Respondents shall make payment to U.S. EPA within 30calendar days and interest shall accrue on late payments in accordance with Section VIII (Reimbursementof Costs) of this Order.

Even if violations are simultaneous, separate penalties shall accrue for separate violations of this Order.Penalties accrue and are assessed per violation per day. Penalties shall accrue regardless of whether U.S.EPA has notified Respondents of a violation or act of noncompliance. The payment of penalties shallnot alter in any way Respondents' obligation(s) to complete the performance of the work required underthis Order. Stipulated penalties shall accrue, but need not be paid, during any dispute resolution periodconcerning the particular penalties at issue. If Respondents prevail upon resolution, Respondents shallpay only such penalties as the resolution requires. In its unreviewable discretion, U.S. EPA may waiveits rights to demand all or a portion of the stipulated penalties due under this Section.

The stipulated penalties set forth above shall not be the sole or exclusive remedy for violations of thisOrder and shall not preclude U.S. EPA from pursuing any other remedy or sanctions which are availableto the agencies because of the Respondents' failure to comply with this Consent Order; provided,however, that the U.S. EPA shall not seek civil penalties for any violation of this Order for which astipulated penalty is provided herein, except in the case of a willful violation of this Order. ShouldRespondents violate this Order or any portion hereof, U.S. EPA may carry out all or part of the requiredactions unilaterally, pursuant to Section 104 of CERCLA, 42 U.S.C. § 9604. Payment of stipulatedpenalties does not alter Respondents' obligation to complete performance under this Consent Order.

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XII. RESERVATION OF RIGHTS

Except as specifically provided in this Order, nothing herein shall limit the power and authority of U.S.EPA or the United States to take, direct, or order all actions necessary to protect public health, welfare,or the environment or to prevent, abate, or minimize an actual or threatened release of hazardoussubstances, pollutants, contaminants, or oil or hazardous or solid waste on, at, or from the Site. Further,except as specifically provided in this Order, nothing herein shall prevent U.S. EPA or PerformingRespondents from seeking legal or equitable relief to enforce the terms of this Order. Except asspecifically set forth in this Order, U.S. EPA also reserves the right to take any other legal or equitableaction as it deems appropriate and necessary, or to require the Respondents in the future to performadditional activities pursuant to CERCLA or any other applicable law. U.S. EPA reserves its rights inregard to prior claims, actions, Orders, or agreements with Respondents. The covenant not to sue by U.S.EPA set forth in Section XIV (Covenant Not to Sue) does not pertain to any matters other than thoseexpressly identified therein. Except as specifically provided in this Order, the United States and U.S.EPA reserve, and this Agreement is without prejudice to, all rights against the Respondents with respectto all other matters, including but not limited to:

1. liability for failure of Respondents to meet a requirement of this Order by Consent;

2. liability for costs incurred or to be incurred that are not Oversight Costs as defined inSection VII (Authority of the U.S. EPA Remedial Project Manager) of this Order;

3. liability for injunctive reliefer administrative order enforcement under Section 106 ofCERCLA, 42 U.S.C. § 9606, excluding work performed under the terms of this Order;

4. criminal liability; and

5. liability for damages for injury to, destruction of, or loss of natural resources, and for thecosts of any natural resource damage assessments.

Except as otherwise provided in Section I (Jurisdiction and General Provisions), Respondents reserveall rights, defenses and legal arguments to contest any and all alleged liability or responsibility forhazardous substances, materials, or contamination at or emanating from the Barrel Fill. .

XIII. OTHER CLAIMS

By issuance of this Order, the United States and U.S. EPA assume no liability for injuries or damages topersons or property resulting from any acts or omissions of Respondents. The United States or U.S. EPAshall not be a party or be held out as a party to any contract entered into by the Respondents or theirdirectors, officers, employees, agents, successors, representatives, assigns, contractors, or consultants incarrying out activities pursuant to this Order.

Except as expressly provided in Section XIV (Covenant Not To Sue), nothing in this Order constitutesa satisfaction of or release from any claim or cause of action against the Respondents or any person nota party to this Order, for any liability such person may have under CERCLA, other statutes, or thecommon law, including but not limited to any claims of the United States for costs, damages and interestunder Sections 106(a) or 107(a) of CERCLA, 42 U.S.C. §§ 9606(a), 9607(a).

15

This Order does not constitute a preauthorization of funds under Section 11 l(a)(2) of CERCLA, 42U.S.C. § 961 l(a)(2). The Respondents waive any claim to payment under Sections 106(b), 111 and 112of CERCLA, 42 U.S.C. §§ 9606(b), 9611, and 9612, against the United States or the HazardousSubstance Superfund arising out of any action performed under this Order.

No action or decision by U.S. EPA pursuant to this Order shall give rise to any right to judicial reviewexcept as set forth in Section 113(h) of CERCLA, 42 U.S.C. § 9613(h).

XIV. COVENANT NOT TO SUE

A. Covenants Not to Sue Performing Respondents. Except as otherwise specifically providedin this Order, upon issuance of the U.S. EPA notice referred to in Section XVIII (Notice of Completion),U.S. EPA covenants not to sue Performing Respondents for judicial or administrative imposition ofdamages or civil penalties or to take administrative or civil action against Performing Respondents forany failure to perform actions agreed to in this Order except as otherwise reserved herein.

Except as otherwise specifically provided in this Order, in consideration and upon PerformingRespondents' entering into this Order and the payment of Oversight Costs specified in Section VIII(Reimbursement of Costs) of this Order, U.S. EPA covenants not to sue or to take administrative actionagainst Performing Respondents under Section 107(a) of CERCLA, 42 U.S.C. § 9607(a), for recoveryof Oversight Costs incurred by the United States in connection with this action or this Order. Thiscovenant not to sue shall take effect upon receipt by U.S. EPA of the payments required by Section VIII(Reimbursement of Costs) for Oversight Costs.

These covenants not to sue are conditioned upon the complete and satisfactory performance byPerforming Respondents of their obligations under this Order. These covenants not to sue extend onlyto the Performing Respondents and do not extend to any other person.

B. Covenants Not to Sue Buyout Respondents. Except as otherwise specifically provided in thisOrder, upon payment by the Buyout Respondents of the Buyout Settlement Amounts designated inAttachment B hereto into the Barrel Fill Trust Fund, U.S. EPA covenants not to sue or takeadministrative action against Buyout Respondents for judicial imposition of damages or civil penaltiesunder CERCLA Sections 106 or 107 for the Matters Addressed in this Order, as defined in Section II(Parties Bound and Definitions).

These covenants not to sue the Buyout Respondents are conditioned upon their full payment of theirrespective Buyout Settlement Amounts into the Barrel Fill Trust Fund within 30 days of the effective dateof this Order. These covenants not to sue extend only to the Buyout Respondents and do not extend toany other person.

C. Buyout Respondents' Certification. By execution of this Order, each Buyout Respondent certifiesthat, based on information currently available to it and to the best of its knowledge and belief: (1) it hasmade reasonable inquiries to gather all information which relates to its ownership, operation, generation,arrangement, treatment, transportation, storage or disposal of hazardous substances at or in connectionwith the Barrel Fill, and has provided, directly or indirectly, all such information to the United States; and(2) it is aware of no facts indicating that its contribution was more than 1% of the value of wastes in theBarrel Fill or that the toxic or other hazardous effects of its contribution to the Barrel Fill was not minimalin comparison to other hazardous substances at the Barrel Fill.

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D. Covenants Null and Void. If it is ever shown that a Buyout Respondent made a falsecertification under Paragraph C above, this covenant not to sue shall be null and void as to that BuyoutRespondent, and the violator may be subject to proceedings under 42 U.S.C. Title 18.

E. No other obligation. Notwithstanding any other provision of this Consent Order, BuyoutRespondents shall have no obligation or liability under this Consent Order other than payment of theirindividual Buyout Settlement Amounts.

XV. CONTRIBUTION PROTECTION

With regard to claims for contribution against Respondents for the Matters Addressed in this Order, theParties hereto agree that the Respondents are entitled to protection from contribution actions or claimsto the extent provided by Section 113(f)(2) and 122(h)(4) of CERCLA, 42 U.S.C. §§ 9613(f)(2) and9622(h)(4). Nothing in this Order precludes Parties to this Order from asserting any claims, causes ofaction or demands against any persons not parties to this Order for indemnification, contribution, or costrecovery.

XVI. INDEMNIFICATION

Respondents agree to indemnify, save and hold harmless the United States and its agencies, departments,and officials, agents, contractors, subcontractors, employees and representatives from any and all claimsor causes of action: (A) arising from, or on account of, the acts or omissions of Respondents andRespondents' officers, directors, employees, agents, contractors, or subcontractors, receivers, trustees,successors or assigns, in carrying out actions pursuant to this Order; (B) for damages or reimbursementarising from or on account of any contract, agreement, or arrangement between (any one or more of)Respondents, and any persons for performance of work on or relating to the Barrel Fill Operable Unit,including claims on account of construction delays. Nothing in this Order, however, requiresindemnification by Respondents for any claim or cause of action against the United States based onnegligent action taken solely and directly by U.S. EPA (not including oversight or approval of plans oractivities of the Respondents). The U.S. EPA shall not be construed to be a party to any contractinvolving the Respondents at the Site.

Respondents reserve their right to assert claims against the United States, subject to the provisions ofChapter 171 of Title 28 of the United States Code, for money damages for injury or loss of property orpersonal injury or death caused by the negligent or wrongful act or omission of any employee of the U.S.EPA while acting within the scope of his office or employment under circumstances where the UnitedStates, if a private person, would be liable to the claimant in accordance with the law of the place wherethe act or omission occurred. However, any such claim shall not include a claim for any damages caused,in whole or in part, by the act or omission of any person, including any contractor, who is not a federalemployee as that term is defined in 28 U.S.C. § 2671; nor shall any such claim include a claim based onU.S. EPA's selection of response actions, or the oversight or approval of the Respondents' plans oractivities. The foregoing applies only to claims which are brought pursuant to any statute other thanCERCLA and for which the waiver of sovereign immunity is found in a statute other than CERCLA.

17

XV11. MODIFICATIONS

Except as otherwise specified in Section VI.2 (Work To Be Performed), if any party believesmodifications to any plan or schedule are necessary during the course of this project, they shall conductinformal discussions regarding such modifications with the other parties. Any agreed-upon modificationsto any plan or schedule shall be memorialized in writing within 10 calendar days; however, the effectivedate of the modification shall be the date of the RPM's oral direction if confirmed by the writing. Bymutual agreement of the parties, this Order may be modified, in writing, for a period of 30 days after theeffective date of this Order, to include additional Respondents. Concurrent with or before suchmodification, said additional Respondents shall submit executed signature pages to U.S. EPA signifyingtheir agreement to this Order. Any other requirements of this Order may be modified in writing by mutualagreement of the parties. Any modification to this Order shall be incorporated into and made anenforceable part of this Order.

If Respondents seek permission to deviate from any approved plan or schedule, Respondents' ProjectCoordinator shall submit a written request to U.S. EPA for approval (in consultation with Ohio EPA)outlining the proposed modification and its basis.

No informal advice, guidance, suggestion, or comment by U.S. EPA regarding reports, plans,specifications, schedules, or any other writing submitted by the Respondents shall relieve Respondentsof their obligations to obtain such formal approval as may be required by this Order, and to comply withall requirements of this Order unless it is formally modified.

XV11I. NOTICE OF COMPLETION

When U.S. EPA determines that all work, including the RI/FS Report, has been fully performed inaccordance with this Order, except for certain continuing obligations required by this Order (e.g., recordretention, payment of costs), U.S. EPA will provide written notice to the Respondents.

XIX. SUBMITTALS/CORRESPONDENCE

Any notices, documents, information, reports, plans, approvals, disapprovals, or other correspondencerequired to be submitted from one party to another under this Order, shall be deemed submitted eitherwhen hand-delivered or as of the date of receipt by certified mail/return receipt requested, express mail,or facsimile in accordance with this Section.

Correspondence and communications from U.S. EPA and Ohio EPA to Respondents shall be addressedto:

Jerome I. Maynard, Esq.Dykema Gossett55 East Monroe Street, Suite 3050Chicago, Illinois 60603-5709Phone(312)551-4911Fax (312) 551-4919Email: imavnard(flidvkema.com

18

and

the Project Coordinator to be identified under Section VI. 1

All correspondence, communication, and submittals from Respondents shall be directed to the followingand additional individuals they identify:

Ronald W. MurawskiRemedial Project ManagerU.S. Environmental Protection Agency, Region 577 West Jackson Boulevard, Mail Code SE-6JChicago, Illinois 60604-3590Phone (3 12) 886-2940Fax (3 12) 353-5541Email: [email protected]

and

Jyl LapachinSite CoordinatorOhio Environmental Protection AgencySouthwest District Office401 East Fifth StreetDayton, Ohio 45402-291 1Phone: (937) 285-6063Fax: (937) 285-6404Email: [email protected]

With copies to:

Diana L. EmbilAssistant Regional CounselU.S. Environmental Protection Agency, Region 577 West Jackson Boulevard, Mail Code C-14JChicago, Illinois 60604-3590Phone (3 12) 886-7889Fax (3 12) 886-0747Email: em bil.dia nafgjepa.gov

XX. SEVERABILITY

If a court of competent jurisdiction issues an Order that invalidates any provision of this Order or findsthat Respondents have sufficient cause not to comply with one or more provisions of this Order,Respondents shall remain bound to comply with all provisions of this Order not invalidated by the court'sOrder.

19

XXI. EFFECTIVE DATE AND COMPUTATION OF TIME

This Order shall be effective upon signature by the Director, Superfund Division, U.S. EPA Region 5.For the purposes of this Order, the term "day" shall mean a calendar day. In computing any period oftime under this Order, where the last day of the period would fall on a Saturday or Sunday, the periodshall run until noon, Central Time of the following Monday and where the last day of the period wouldfall on a federal holiday, the period shall run until noon, Central Time of the following day.

20

IN THE MATTER OF:

BARREL FILL OPERABLE UNIT REMEDIAL INVESTIGATION AND FEASIBILITYSTUDY AT THE TREMONT CITY LANDFILL SITE, TREMONT CITY, OHIO

SIGNATORIES

Each undersigned representative of a signatory to this Administrative Order by Consent certifies that heor she is fully authorized to enter into the terms and conditions of this Order and to bind such signatory,its directors, officers, employees, agents, successors and assigns, to this document.

Agreed this ^ d a y of v f - ^ v ^ Q g ^ * ^ . 2002.

\ ' IBy: ' ----V... I.-

Printed Name: 'nlnn A • ZTct-£ft>i-r*>

Company:

Company Representing :

Address: /

Telephone: £?f g . g/ 3 . J *f DO _

Fax:

E-mail: 3c?U>o . R-

IN THE MATTER OF:


SIGNATORIES


2PAgreed this d a y o f , A . _____ , 2002.

Printed Name:

Company:

Company Representing:

Address: ^0*0 B^UCK.

, OH

Telephone:

Fax:

E-mail:

IN THE MATTER OF:


SIGNATORIES


Agreed this "> ! day of T^/pimv^V , 2002.

By:.

Printed Name: Michelle T. Fisher. Attorney

Company: General Motors Corporation

Company Representing:__________

Address: 30° Renaissance Center, MIC 482-C24-D24

Detroit, Ml 48243

Telephone: 313-665-4883

pax. 313-665-4896

Please contact Linda Bentley atE-mail: [email protected]

IN THE MATTER OF:


SIGNATORIES


Agreed this 30 day of .qgntpmhpr_______, 2002.

D ' - r̂ ""; r\By: i/^^tLHwfJ^

Printed Name: Robert n.

Company: internet. innal

Company Representing:

Address: 64QO Poplar Avenue

Memphis, TN 38197

Telephone: 901-419-3807

Fax: 901-419-3830

E-mail: Robert. Funkhousergipaper. com

IN THE MATTER OF:


SIGNATORIES


Agreed this 27th day of September_____, 2002.

By:

Printed Name: Margaret W. Dewan

Company:____________________

Company Representing: The Procter & Gamble Company

Address: 1 Procter & Gamble Plaza__________

______Cincinnati, OH 45202________

Telephone: (513) 983-1549____________

Fax._____(513) 983-7635______________

E-mail: [email protected]

IN THE MATTER OF:


SIGNATORIES


Agreed this 2nd day of October_______, 2002.

By:.

Printed Name: Charles E. Bunch

Company:_____PPG Industries, Inc.__________

Company Representing: FPG Industries. Inc.

Address:_____One PPG Place, Pittsburgh, PA 15272

Telephone: 412/434-3934__________________

Fax:______412/434-2014________________


IN THE MATTER OF:


SIGNATORIES


Agreed this 30th day of September_____, 2002.

By:.

Printed Name: Dale T. Brlnkman________

Company: Worthlngton Cylinder Corporation

Company Representing:_________________

Address: 1205 Dearborn Drive

Columbus. OH 43085

Telephone: 614-438-3001

Fax: 614-840-3706


IN THE MATTER OF:


It is so ordered and agreed this •? day of >, 2002.

BY:

William E. Muno, DirectorSuperfund DivisionUnited States Environmental Protection AgencyRegion 5

ATTACHMENT A

Names of Performing Respondents

1. DELPHI AUTOMOTIVE SYSTEMS LLC(Delco; Delco Air; Delco-Moraine; Delco Products;Inland; Fisher Body Company-Columbus)

2. FRANKLIN INTERNATIONAL, INC.(Franklin Glue)

3. GENERAL MOTORS CORPORATION(Frigidaire; Fisher Body Company-Hamilton; General Motors Assembly)

4. INTERNATIONAL PAPER COMPANY(ffk/a St. Regis)

5. THE PROCTER & GAMBLE COMPANY

6. PPG INDUSTRIES, INC.

7. WORTHINGTON CYLINDER CORPORATION

ATTACHMENT B

Names of Buyout Respondents

1. Allied Waste Industries, Inc.(Browning-Ferns Industries of Ohio, Inc.) (Browning & Ferris) (BFI)

2. Dana Corporation

3. The Dow Chemical Company(Dow U.S.A.)

4. Illinois Tool Works Inc. (parent company of Hobart Brothers Company)(Hobart Brothers Company d/b/a ITW Hobart Brothers Company)

5. Imperial Adhesives, Inc.(Imperial Adhesives) (Imperial Chemical) (Imperial Adhesives and Chemicals, Inc.)

6. International Truck and Engine Corporation(International Harvester) (IHC)

7. Kelsey-Hayes Company, as successor-in-interest to Dayton Walther(Dayton- Walther Corporation) (TRW, Inc.)

8. Whirlpool Corporation

ATTACHMENT C

Buyout Trust Agreement

SUPERFUND SITE

TRUST FUND AGREEMENT

BARREL FILL OPERABLE UNIT Rl/FS AT TREMONT CITY LANDFILLSUPERFUND SITE

TRUST FUND AGREEMENT

TABLE OF CONTENTS

1. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Name. Purpose of the Trust and Acceptance of the Trusts . . . . . . . . . . . . . . . . . . . 3

3. Contributions to the Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.1. Initial Payments by Grantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.2. Additional Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.3. Shortfall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.4. Nature of Contributions by Grantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.5. No Transferability of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

4. Dispositive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64.1. Payment of Income and Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64.2. No Authority to Conduct Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64.3. Termination of the Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64.4. Distribution of Trust Funds Upon Termination . . . . . . . . . . . . . . . . . . . . . . 74.5. Alterations, Amendments and Revocation . . . . . . . . . . . . . . . . . . . . . . . . . . 7

5. Trustee Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

6. Express Powers of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.1. Payment of Expenses of Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.2. Preservation of P r i n c i p a l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.3. Retention of Investment Advisor and Other Consultants . . . . . . . . . . . . . . 86.4. Execution of Documents of Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86.5. Extension of Obligations and Negotiations of Claims . . . . . . . . . . . . . . . . . 96.6. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.7. Execution of Contracts and Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96.8. Discretion in Exercise of Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

7. Advice of C o u n s e l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

8. Trustee Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

9. Successor Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.1. Vacancy Caused by Resignation or Removal . . . . . . . . . . . . . . . . . . . . . . . 119.2. Appointment of Successor Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119.3. Acceptance of Appointment by Successor Trustees . . . . . . . . . . . . . . . . . . 119.4. Preservation of Record of Changes to Trustees . . . . . . . . . . . . . . . . . . . . . 12

10. Instructions to the Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1210.1. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1210.2. Annual Statement and Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1210.3. Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1310.4. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

11. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1311.1. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1311.2. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

12. Interests Not Assignable or Subject to Claims of Creditors . . . . . . . . . . . . . . . . . 14

13. Approval bv Grantors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

14. Choice of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

15. Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

16. Separate Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

17. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

18. Response Action Contractor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

19. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

20. Assignment of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

21. Attachment of Escrow Fund: Compliance with Legal Orders . . . . . . . . . . . . . . . 18

22. Conflicting Demands . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

EXHIBIT A: SCHEDULE OF ESCROW AGENT FEE

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_, 2002

BARREL FILL OPERABLE UNIT RI/FS AT TREMONT CITY LANDFILL SITETRUST FUND AGREEMENT

This Trust Fund Agreement ("Agreement") dated __, 2002, by and between the

entities whose authorized representatives have executed this Agreement (the "Grantors") and the

__________ Bank, not personally but solely as Trustee hereunder, (the "Trustee"):RECITALS

WHEREAS, without admitting any liability, the Grantors have entered into an

Administrative Order on Consent with the U.S. EPA captioned IN RE. BARREL FILL

OPERABLE UNIT RI/FS AT THE TREMONT CITY LANDFILL SITE, TREMONT CITY,

OHIO - ADMINISTRATIVE ORDER ON CONSENT PURSUANT TO SECTIONS 104, 107AND 122 OF CERCLA, No. ________ (the "Order") in which the Grantors have agreedto reimburse the U.S. EPA for environmental response costs incurred at the Tremont City

Landfill Barrel Fill Operable Unit in Clark County, Ohio (the "Site"), arid to finance and

perform certain future work at the Site;

WHEREAS, the Grantors wish to establish a trust fund, the Tremont Barrel Fill RI/FS

Trust Fund which shall satisfy the trust fund requirements of the Order, for the primary purposeof facilitating the payments and performing the work required under the Order.

NOW, THEREFORE, the Trustee hereby agrees that it will hold, manage, invest and

reinvest the funds contributed to the Trust Fund, and any income earned thereon, consistent with

this Agreement together with any other property hereafter conveyed, assigned, transferred or

paid to it, as Trustee, in trust, subject to the terms, provisions and conditions set forth herein.

1. DEFINITIONS

As used in this Agreement:

1.1. The term "Tremont Barrel Fill Operable Unit" or "BFOU" shall have the

meaning assigned to the term "Barrel Fill Operable Unit" in the Order;

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1.2. The term "Order" shall mean the Order that the Grantors have entered into with

the U.S. EPA captioned IN RE. BARREL FILL OPERABLE UNIT RI/FS AT

THE TREMONT CITY LANDFILL SITE, TREMONT CITY, OHIO -

ADMINISTRATIVE ORDER ON CONSENT PURSUANT TO SECTIONS104, 107 AND 122 OF CERCLA, No. _________ a copy of which will be

provided to the Trustee;1.3. The term "Trust Fund" shall mean the trust fund established pursuant to this

Agreement in order to satisfy the requirements of the Order, and to the extentallowed, to comply with Section 468B of the Internal Revenue Code and the

Treasury Regulations promulgated thereunder;1.4. The term "Grantors" shall mean those entities whose authorized representatives

have executed this Agreement and the Order;1.5. The term "Trustee" shall mean the ________ Bank of Chicago, its

corporate successors and any successor or successors to such Trustee appointedin the future, but in no event shall any such Trustee or successor Trustee be a

"related person" as defined in Treas. Reg. § 1.468B-l(d)(2).1.6. The term "U.S. EPA" shall mean the United States Environmental Protection

Agency;1.7. The term "Contractor" for purposes of the work to be performed under the

Order shall mean a qualified person or entity selected and engaged by the

Grantors pursuant to the provisions of any Site Participation Agreement for the

purpose of performing the work required by the Order;1.8. The term "Buyout Respondents" shall have the meaning which may be

assigned to that term in the Order.1.9 Steering Committee" shall mean any Steering Committee of the Grantors,

which may be established pursuant to a Site Participation Agreement;

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1.9. The term "Site Participation Agreement" shall mean any separate agreement

which may be entered into by some or all of the Grantors, and provided to the

Trustee, which Agreement sets forth the manner in which the Grantors will

undertake to comply with the Order;

1.10. The term "Work" shall have the meaning which may be assigned that term in

the Order.

2. NAME. PURPOSE OF THE TRUST AND ACCEPTANCE OF THE TRUSTS2.1. This Trust shall be known as the Tremont Barrel Fill Superfund Site Trust Fund

(the "Trust"). The purpose of the Trust is to obtain, hold, invest and disburse

funds, and income earned thereon, as directed by the Grantors so that theGrantors may satisfy their obligation to perform the Work under the Order.

2.2. The Trustee undertakes to perform such duties and only such duties as arespecifically set forth in the Agreement and no implied covenants or obligations

should be read into the Agreement against the Trustee.

2.3. The Trustee may execute any of the trusts and perform any of its duties by or

through attorneys, agents, receivers or employees, shall be responsible for theconduct of same in accordance with the standards set forth in Section 2.5 below,

and shall be entitled to the advice of counsel concerning all matters of the trusts

hereof and the duties hereunder, and may in all cases pay such reasonable ~^compensation to any such attorneys, agents, receivers or employees as may

reasonably be employed in connection with the trusts hereof. The Trustee may

act upon the opinion or advice of any attorney (who may be the attorney or

attorneys for the Grantors) approved by the Trustee after providing notice to the

Steering Committee of the its intent to solicit such opinion or advice in the

exercise of reasonable care. The Trustee shall not be responsible for any loss or

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damage resulting from any action or non-action in good faith reliance upon such

opinion or advice.

2.4. The Trustee may act upon any notice, request, consent, certificate, order,affidavit, letter, telegram or other paper or document believed to be genuine and

correct, and to have been sighed or sent by the proper person or persons based

upon written notification to the Trustee by the Steering Committee or the personor persons authorized by the Steering Committee to request actions by the

Trustee.2.5. The permissive right of the Trustee to do things enumerated in this Agreement

shall not be construed as a duty, and the Trustee shall not be answerable for otherthan its negligence, gross negligence or willful misconduct or that of itsattorneys, agents, receivers or employees.

2.6. Before taking any action the Trustee may require that an indemnity bond

satisfactory to it be furnished for the reimbursement of all expenses to which itmay be put and to protect it against all liability, except liability which is

adjudicated to have resulted from its willful default by reason of any action so

taken.2.7. The Grantors acknowledge and agree that the Trustee does not make any

representations, warranties or covenants regarding compliance of the Trust Funds

or this Agreement, or any of the Trustee's acts or omissions, with Section 468 ofthe Internal Revenue Code or the Treasury Regulations promulgated thereunder.

3. CONTRIBUTIONS TO THE TRUST FUNDS

3.1. Initial Payments by Grantors. The Grantors or other Respondents to the Orderwill contribute funds to the Trust Fund within 30 days of the effective date of theOrder, as specified in the Order. The Trustee will provide notice of each

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Grantor's payment into the Trust to all other Grantors and to the U.S. EPA within

30 days of the Trustee's receipt of each such payment.

3.2. Additional Contributions. Notwithstanding any other provision of this

Agreement, if the Steering Committee determines that an additional contributionis required by the Grantors to ensure the uninterrupted progress and timely

completion of the Work, the Steering Committee shall certify the amount of such

additional contribution to the Trustee, and then the Trustee shall promptly

demand in writing that the Grantors pay such amount. The Grantors shall makethe necessary payments within thirty (30) days after receipt of such notice, orupon such shorter time as requested by the Steering Committee. Other than

making the written demand that the Grantors pay such additional contributions,the Trustee shall have no duty to enforce the obligations of the Grantors to make

such additional payments.The Grantors remain obligated to ensure that the funds remaining in the

Trust Funds are sufficient to complete the Work, and to maintain sufficient assets

to satisfy the purpose of the Trust Funds as set forth in Sections 2 and 3, and to

pay the Trustee as provided in Section 9. The Grantors hereby agree to satisfy in

a timely manner all future demands made upon them in accordance with thisSection 3.2.

3.3. Shortfall. If any Grantor fails to make a contribution in a timely fashion in

accordance with any Site Participation Agreement, the Steering Committee shall

promptly demand that the remaining Grantors pay such shortfall. The remaining

Grantors shall pay the amount of shortfall within thirty (30) days after receipt of

the demand, or such shorter period as may be specified in the demand.

3.4. Nature of Contributions by Grantors. All contributions to the Trustee for the

Trust Funds shall be made in immediately available funds. All such

contributions, together with the earnings thereon, shall be held as a trust fund for

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performance of the Work. Contributions made to the Trust Funds shall not be

construed as fines, penalties or monetary sanctions.

3.5. No Transferability of Interest. The interest of the Grantors herein, and their

obligation to provide funds under this section, is not transferable, except to a

successor corporation or corporations, and any such transferee corporation shallassume the obligations of the transferring Grantor(s) by executing such

documents as the Trustee may require.

4. DISPOSITIVE PROVISIONS

4.1. Payment of Income and Principal. The Trustee shall, on behalf of the Grantors

and to the extent of the funds remaining in the Tremont Barrel Fill Trust Fund,also make all payments, pay such invoices and defray such cos,ts from the Trust

Funds as the Grantors, or the Steering Committee, shall from time to time directin writing.

4.2. No Authority to Conduct Business. This Agreement shall not be construed to

confer upon the Trustee any authority to carry on any business or activity for

profit; provided, however, that the Trustee may invest the Trust Funds inaccordance with this Agreement.

4.3. Termination of the Trust Funds. The Tremont Barrel Fill Trust Fund shall

terminate upon the occurrence of one or more of the following: (a) termination of

the Order; (b) distribution of the Trust Funds pursuant to Section 4.4; (c)

exhaustion of the income and principal of the Trust Fund; or (d) upon a final, no-

appealable order of any court of competent jurisdiction. In connection with acourt order as described in clause (d) above, the Trustee shall be entitled toreceive, and may conclusively rely upon, an opinion of counsel to the presenting

party to the effect that such order is final and non-appealable and of a court of

competent jurisdiction.

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4.4. Distribution of Trust Funds Upon Termination. Upon termination of the

Tremont Barrel Fill Trust Fund in accordance with Section 4.3, the Trustee shall

distribute any remaining trust fund balance, after payment of the Trustee's fees,

costs and expenses, to the Grantors as directed by the Steering Committee.4.5. Alterations, Amendments and Revocation. This Trust may be altered,

amended, or revoked by a written instrument executed by either an authorizedrepresentative of each of the Grantors, provided, however, that no such alteration,amendment or revocation may conflict with or modify in any respect the

Grantors' obligations under the Order, and provided further that: (a) Section 12

hereof shall not be revoked and shall not be altered or amended to limit the effectthereof with respect to acts or omissions taken or made up to thirty (30) daysafter such alteration or amendment; and (b) no such alteration, amendment or

revocation is adverse to the interests of the Trustee. The Trustee shall have no

duty to determine whether the conditions for alteration, amendment or revocation

have been satisfied, but instead shall be entitled to rely upon the signatures of theGrantors or the Steering Committee on the instrument.

5. TRUSTEE MANAGEMENT

The Trustee shall invest and reinvest the principal and income of the Trust Funds and

keep the Trust Funds invested in_________ Money Market Fund, or such otherinvestment fund as the Steering Committee may instruct the Trustee in writing so long as

the selected investment fund is located in the United States or guaranteed by agencies ofthe United States, and treated as a single fund without distinction between principal and

income. All investments shall be made so as to at all times provide sufficient liquidity tomeet the anticipated cash needs of the Trust Fund. The Trustee, with the prior approval

of the Steering Committee, may engage the services of an investment advisor or

manager, may rely on the advice of such advisor or manager, and may delegate

_,2002

investment decision-making authority to such advisor or manager with respect to

management of the Trust Funds. The Trustee shall not be personally liable for anyaction or inaction taken in good faith reliance on the advice of such advisor or manager,nor for delegation in good faith of investment decision-making authority to such advisor

or manager. The Trustee shall keep or arrange to be kept an accounting of allcontributions to and disbursements from the Trust Funds.

6. EXPRESS POWERS OF TRUSTEEWithout in any way limiting the power and discretion conferred upon the Trustee by theother provisions of this Agreement or by law, the Trustee is expressly authorized andempowered as follows:6.1. Payment of Expenses of Administration. To incur and pay any and all charges,

taxes and expenses connected with the Trust Fund in the discharge of itsfiduciary obligations under this Agreement. All such payments shall be made

using the assets of the Tremont Barrel Fill Trust Fund.6.2. Preservation of Principal. Notwithstanding any other provision in this

Agreement, to at all times hold, manage, invest and reinvest the assets of theTrust Fund in a manner designed to preserve the accrued income and principal ofthe Trust Fund for the purposes of the Trust Fund.

6.3. Retention of Investment Advisor and Other Consultants. With the prior

approval of the Steering Committee, or in the absence of a Steering Committee,and pursuant to Section 14, to engage the services of (and pay compensation to)an investment advisor, accountants, agents, managers, common counsel, or other

consultants with respect to the management of investments of the Trust Fund, themanagement of the Trust Fund, or any other matters.

6.4. Execution of Documents of Transfer. To make, execute, acknowledge and

deliver any and all documents of transfer and conveyance and any and all other

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instruments that may be necessary or appropriate to carry out the powers herein

granted.

6.5. Extension of Obligations and Negotiations of Claims. Upon obtaining the

approval of, or direction from, the Steering Committee to renew or extend thetime of payments of any obligation payable to or by the Trust Fund for such

periods of time and upon such terms as the Trustee may determine, and, upon

obtaining the approval of, or direction from, the Steering Committee to

compromise or otherwise adjust all claims in favor of or against the Trust Fund.

6.6. Litigation. Upon obtaining the approval of the Grantors pursuant to Section 14,

and upon receipt of any indemnity it may require, to institute and defend

litigation in the name of the Trust Fund on behalf of or in the name of some or allof the Grantors.

6.7. Execution of Contracts and Agreements. At the direction of the SteeringCommittee, to make, execute, acknowledge and deliver any and all contracts oragreements on behalf of the Trust. For any contracts entered into by the Trust or

executed by the Trustee on behalf of the Trust at the direction of the Steering

Committee or the Authorized Designee:(a) The Trustee shall not have any duties or responsibilities for

supervision or oversight of contract performance;

(b) The Trustee shall not have any duties or responsibilities for

signing waste manifests, waste shipping documents, waste stream

characterization documents or land disposal restrictioncertifications;

(c) The Trustee shall not have any authority to control or operate the

BFOU;

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(d) All contracts shall provide that any party to the contract will claim

only against the Trust and Trust Fund for payment or to satisfy its

claims or liabilities; and(e) The Trustee may rely upon the direction of the Grantors, the

Steering Committee, or the Authorized Designee as conclusive

evidence that the contract or agreement is in furtherance of thepurposes of the Trust Fund.

6.8. Discretion in Exercise of Powers. To do any other acts that it deems proper to

effectuate the purpose of this Agreement and to exercise the powers specifically

conferred upon it by this Agreement.

7. ADVICE OF COUNSEL

The Trustee may from time to time consult with experts and counsel, who may be (but isnot required to be) counsel to any of the Grantors, with respect to any question arising

from this Agreement. The reasonable costs of any such expert and counsel shall be paidfrom the Trust Fund or as otherwise provided in Section 9 provided that the Steering

Committee was provided notice of the intent to engage such expert or counsel, togetherwith such information on fees and rates as it may reasonably request. The Trustee shallbe fully protected, to the extent permitted by law, in acting in reliance upon the advice of

counsel.

8. TRUSTEE COMPENSATION

The Trustee shall be compensated for all of the services provided under this Agreement

and reimbursed for its costs, in accordance with the schedule of fees and costs in effecton the effective date of this Agreement and as provided to the Steering Committee or asotherwise modified by agreement of the Trustee and the Steering Committee during the

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,2002

period over which its services are performed. The Trustee may pay such fees and costs

from the Trust Fund, or if the amounts on deposit are insufficient such fees and costs

shall be paid by the Grantors. The Trustee's schedule of fees and expenses is attached

hereto as Exhibit A.

9. SUCCESSOR TRUSTEES

9.1. Vacancy Caused by Resignation or Removal. The Trustee may resign at anytime by delivering a resignation to the Steering Committee. The Grantorsthrough the Steering Committee may remove any Trustee by delivering notice ofsuch removal in writing to such Trustee. Any such resignation or removal shalltake effect within thirty (30) days of delivery of the notice of resignation or

removal, or upon the acceptance of an appointment, in writing, by a successorTrustee, whichever is earlier.

9.2. Appointment of Successor Trustees. Any vacancy in the office of Trusteecreated by dissolution, resignation or removal by the Grantors shall be filled by

the Grantors by an appointment in writing of a successor Trustee. If any such

vacancy in the office of Trustee is not filled by the Grantors within fourteen (14)

days after the receipt by the Grantors of a written request by the U.S. EPARegional Administrator to do so, such vacancy may be filled by an appointment """"'of a successor Trustee by a court of competent jurisdiction. In no event shall any

successor trustee appointed hereunder be a "related person" as defined inTreasury Regulation Section 1.468B-l(d)(2).

9.3. Acceptance of Appointment by Successor Trustees. Acceptance of

appointment as a successor Trustee shall be in writing and shall become effectiveupon receipt by the Steering Committee of notice of such acceptance. Upon the

acceptance of appointment of any successor Trustee, title to the Trust Fund shall

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_, 2002

thereupon be vested in said successor Trustee, without the necessity of any

conveyance or instrument. Each successor Trustee shall have all the rights,

powers, duties, authority, and privileges as if initially named as a Trustee in this

Agreement.9.4. Preservation of Record of Changes to Trustees. A copy of each instrument of

resignation, removal, appointment and acceptance of appointment shall beattached to an executed counterpart of this Agreement in the custody of theSteering Committee.

10. INSTRUCTIONS TO THE TRUSTEESNotwithstanding anything herein to the contrary, the Trustee is hereby directed to do thefollowing in addition to other duties set forth in other provisions of this Agreement:10.1. Reports. Have prepared quarterly financial reports during the term of the Trust,

describing the manner in which all of the assets of the Trust Fund are theninvested and the current market value of such assets, as well as the obligations,income, and expenses of the Trust Fund. Copies of such reports shall betransmitted by the Trustee in writing to the Grantors, or to the SteeringCommittee.

10.2. Annual Statement and Tax Returns. Have prepared annual financialstatements during the term of the Trust, describing the manner in which all of theassets of the Trust Fund are then invested and the current market value of suchassets, as well as the obligations, income and expenses of the Trust Fund. All

financial statements shall be prepared on an accrual basis, and shall be in

accordance with Generally Accepted Accounting Principles, applied on aconsistent basis. The Trustee shall prepare and file such tax returns as shall berequired by applicable law and as directed by the Steering Committee. Copies of

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, 2002

such annual statements and tax returns shall be transmitted by the Trustee in

writing to the Grantors, or to the Steering Committee..

10.3. Counsel. Advise, consult and confer with and otherwise inform the Grantors, or

the Steering Committee, upon any request by the Grantors or the Steering

Committee with respect to matters arising out of this Agreement, administrationof the Trust Fund, or any other matter which the Trustee, in its discretion, deemsappropriate to bring to the attention of the Grantors or the Steering Committee.

10.4. Records. Maintain records of all actions taken by the Trustee with respect to

matters arising out of this Agreement or administration of the Trust Fund. Copies

of said records shall be provided to the Grantors, or to the Steering Committee,upon request, and upon termination of the Trust Fund, said records shall betransmitted, together with all other records of the Trustee, to the Grantors or to

the Steering Committee. The Trustee shall have the right to assume, in the

absence of written notice to the contrary, that no event constituting a change or atermination of the authority of any of the Grantors, or of any member of theSteering Committee has occurred.

11. INDEMNITY

11.1. Indemnity. Each Trustee, whether initially named or appointed as a successor

Trustee, acts as a Trustee only and not personally; and in respect of any contract, ^

obligation or liability made or incurred by the Trustee, or any of them hereunderin good faith, all persons shall look solely to the Trust Fund and not the Trusteepersonally or any of the Grantors. Neither the Trustee nor the Grantors shall

incur any liability, personal or corporate, of any nature in connection with any actor omission, made in good faith, of the Trustee or the Grantors in the

administration of the Trust Fund or otherwise pursuant to this Agreement. TheTrustee initially named, appointed as successor Trustee by the Grantors, or by the

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, 2002

Steering Committee or appointed by a court, shall be indemnified and held

harmless by the Trust Fund, and, to the extent that indemnification cannot be

obtained from the Trust Fund, jointly and severally by the Grantors, for any loss,

cost, expense, damage, claim, cause of action, order or direction of any

regulatory agency, any attorneys' fees, accountants' fees, expert witness fees and

costs arising out of or pertaining to (a) the Site, (b) this Agreement, (c) any

contracts, agreements or obligations entered into or incurred by the Trust Fund,

(d) any acts or omissions of the Trustee in carrying out, or in good faith believing

such acts or omissions were carrying out, this Agreement, (e) any personal

injuries or property damage arising out of the BFOU or the Work, and (f) any

response, removal or remedial costs at the BFOU. This indemnification shall

apply to any liabilities arising from occurrences both before and after the date of

this Agreement. This indemnification and hold harmless provision shall cover all

expenses reasonably incurred by such Trustee in defense or settlement of the

aforementioned acts or omissions of the Trustees or the Grantors. Except for the

payment of all expenses reasonably incurred, this indemnification shall not apply

to any liability arising from a criminal proceeding where the Trustee's conduct in

question was, or is alleged to be, unlawful.11.2. Survival. This section shall survive the termination of this Agreement and the

Trust Fund and the resignation or removal of the Trustee.

12. INTERESTS NOT ASSIGNABLE OR SUBJECT TO CLAIMS OF CREDITORS

The interest of any Grantor in the Trust Fund shall not be subject to anticipation or

assignment nor subject to the claims of any creditor of any Grantor and any interest

reserved to any Grantor shall be made available to such party only upon termination of

the Trust Fund as provided herein.

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13. APPROVAL BY GRANTORS

Any matter that is subject to the approval by the Grantors as indicated in this Agreement

shall be obtained by means of a vote held pursuant to the voting provisions of the Site

Participation Agreement. Any directions for actions to be taken by the Trustee on behalfof the Grantors pursuant to this Agreement shall be given to the Trustee in writing by the

Steering Committee or its Authorized Designee.

14. CHOICE OF LAW

This Agreement shall be administered, construed, and enforced according to the laws ofthe State of Illinois except to the extent that federal law shall apply to questions arisingunder the Comprehensive Environmental Response, Compensation and Liability Act, 42U.S.C. § 9601 et seq., or the National Contingency Plan, 40 C.F.R. Part 300,

promulgated thereunder.

15. INTERPRETATION

As used in this Agreement, words in the singular include the plural and words in the

plural include the singular and the masculine and neuter genders shall be deemed toinclude the masculine, feminine and neuter. The description heading for each Section

and Subsection of this Agreement shall not affect the interpretation or the legal efficacy

of this Agreement. It is agreed that neither the act of entering into this Agreement nor \_/

any contribution to the Trust Fund nor any action taken under this Agreement shall be

deemed to constitute an admission of any liability or fault on the part of the Trustee orthe Grantors with respect to the Site or otherwise, nor does it constitute a commitment or

agreement, either express or implied, by any or all of them to undertake any further

activities outside the scope of this Agreement.

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16. SEPARATE DOCUMENTS

This Agreement may be executed in two or more counterparts, each of which shall bedeemed an original, but all of which together shall constitute one and the same instrument.

17. NOTICES

Notices under this Agreement shall be deemed given by the Trustee when sent andreceived by the Trustee in accordance with this Section 17. Notices shall be (a) sentregistered mail, return receipt requested, (b) by facsimile, (c) by a nationally recognizedovernight courier, or (d) by messenger delivery. Notices to the Trustee shall be delivered

to the Steering Committee, if one is established, to the following address:

Notices to the Grantors shall be sent to the name and address identified on each Grantor'ssignature page.

Notices to the Steering Committee shall be sent to:

Jerry MaynardDykema Gossett PLLC55 East Monroe - Suite 3050Chicago, Illinois 60603312/551-4911312/551-4919 facsimileEmail: imavnard(S).dvkema.com

Notice to the U.S. EPA pursuant to Section 3.1 shall be sent to:

Diana EmbilOffice of Regional Counsel (C-14J)U.S. EPA, Region 577 W. Jackson BoulevardChicago, Illinois 60604-3590312/886-7889312/886-0747 facsimileEmail: [email protected]

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18. RESPONSE ACTION CONTRACTOR

For the purposes of 42 U.S.C. §§ 9619(a) & (e), the Trustee under this Agreement is a

response action contractor. The Grantors represent that the Trustee is providing servicesto the Grantors that relate to a response action being performed pursuant to 72 U.S.C. §§

9606 or 9622.

19. SUCCESSOR TRUSTEE

Any corporation or association into which the Trustee may be converted or merged, orwith which it may be consolidated, or to which it may sell or transfer its corporate trustbusiness and assets as a whole or in part, or any corporation or association resulting fromany such conversion, sale, merger, consolidation or transfer to which it is a party, shall be

and become the successor Trustee hereunder and vested with all of the title to the wholeproperty or trust estate and all of the trusts, powers, immunities, privileges, protectionsand all other matters as was its predecessor, without the execution or filing of anyinstrument or any further act, deed or conveyance on the part of any of the parties hereto,

anything herein to the contrary notwithstanding; provided, however, that if, within one

hundred eighty (180) days following any such conversion, sale, merger, consolidation ortransfer, a majority of the Grantors shall vote to remove the Trustee and appoint anotherqualified financial institution to serve as Trustee hereunder, neither the Trust nor any

Grantor shall have any liability or obligations to such prior Trustee other than for payment

of such prior Trustee's fees and charges, prorated as may be appropriate, through the date

on which such removal is effective.

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20. ASSIGNMENT OF INTERESTSNo assignment of the interest of any of the parties hereto shall be binding upon the Trusteeunless and until written evidence of such assignment in form satisfactory to the Trusteeshall be filed with and accepted by the Trustee.

21. ATTACHMENT OF TRUST FUND; COMPLIANCE WITH LEGAL ORDERSIn the event the Trust Funds are attached, garnished, or levied upon by any writ, courtorder or decree, the Trustee is hereby expressly authorized, in its sole discretion, to obeyand comply with all writs, orders or decrees so entered or issued, which it is advised bylegal counsel of its own choosing is binding upon it, whether with or without jurisdiction,and in the event that the Trustee obeys or complies with any such writ, order or decree itshall not be liable to any of the parties hereto or to any other person, firm or corporationby reason of such compliance notwithstanding that such writ, order or decree issubsequently reversed, modified, annulled, set aside or vacated.

22. CONFLICTING DEMANDSIn the event that conflicting demands are made upon the Trustee for any situation notaddressed in this Agreement, the Trustee may withhold performance of the terms of thisAgreement until such time as said conflicting demands shall have been withdrawn or therights of the respective parties shall have been settled by court adjudication, arbitration,joint order or otherwise.

WITNESS the execution hereof of the Trustee as of the date first above written.

__________, not personally but solely asTrustee of the Tremont Barrel Fill SuperfundSite Trust Fund

18

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By:

Its:

WITNESS the execution hereof of the Grantor designated below as of the datefirst above written.

Entity:

By:

Name, printed:

Title:

Contact Person for Notices:

Name:

Address:

Phone No.

Fax No.

Email:

CH10IV252664ID\ NGZ

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EXHIBIT A

SCHEDULE OF ESCROW AGENT FEE

Annual Charge

Any out-of-pocket expenses, or extraordinary fees or expenses such as attorney'sfees or messenger cost's, are additional and are not included in the above schedule.

The annual fee is billed in advance and payable prior to that year's service.

ATTACHMENT D

Statement of Work

Revised 09/27/02IN RE: BARREL FILL OPERABLE UNIT RI/FS AT THE TREMONT CITY LANDFILLSITEDOCKET No.:Administrative Order on ConsentFor Remedial Investigation/Feasibility Study for Barrel Fill Operable Unit

ATTACHMENT DSTATEMENT OF WORK

PURPOSE:

The purpose of this Statement of Work (SOW) is to set forth requirements for the preparation ofa Remedial Investigation and Feasibility Study (RI/FS) for the Barrel Fill Operable Unit of theTremont City Landfill Site, located at 3108 Snyder-Domer Road, Tremont City, GermanTownship, Clark County, Ohio (CERCLIS ID# OHD 980 612 188; Site Spill ID# B5B1) (theSite). The Remedial Investigation (RI) shall evaluate the nature and extent of contamination, andalso assess the risk from contamination to human health and the environment, related to theBarrel Fill Operable Unit of the Site. The RI/FS Report shall evaluate alternatives for addressingthe impact to human health and/or the environment from the contamination relating to the BarrelFill Operable Unit of the Site. The RI/FS shall comply with all requirements and guidance forRI/FS studies and reports, and shall also comply with the Comprehensive EnvironmentalResponse, Compensation and Liability Act (CERCLA), as amended by the SuperfundAmendments and Reauthorization Act (SARA), and the National Oil and Hazardous SubstancesPollution Contingency Plan (NCP); Final Rule (40 CFR Part 300). A partial list of guidance isincluded at the end of this SOW.

The RI/FS shall be conducted, at a minimum, consistent with the "Guidance for ConductingRemedial Investigations and Feasibility Studies Under CERCLA" (U.S. EPA, Office ofEmergency and Remedial Response, October 1988) and any other guidance that the United StatesEnvironmental Protection Agency (U.S. EPA) uses in conducting or submitting deliverables forthe RI/FS, as well as any additional requirements in the Administrative Order on Consent(Consent Order or AOC). Any such guidance published during the conduct of the RI/FS will beprovided to the Performing Respondents in a reasonable time frame prior to the due date forsubmittal of appropriate interim or final deliverables identified in this SOW.

All documents or deliverables required as part of this SOW shall be submitted to U.S. EPA, witha copy to the State of Ohio Environmental Protection Agency (Ohio EPA), for review andapproval by U.S. EPA, in consultation with the Ohio EPA. The Performing Respondents shallfurnish all personnel, materials, and services necessary for, or incidental to, performing the RI/FSfor the Barrel Fill Operable Unit, except as otherwise specified herein.

TREMONT CITY LANDFILL SITE - BARREL FILL OPERABLE UNIT RI/FS SOW (Continued)

At the completion of the RI/FS, U.S. EPA, in consultation with Ohio EPA, will be responsiblefor the selection of a remedy and will document this selection in a Record of Decision (ROD).The remedial action selected by U.S. EPA will meet the cleanup standards specified in CERCLASection 121. That is, the selected remedial action will be protective of human health and theenvironment, will be in compliance with, or include a waiver of, applicable or relevant andappropriate requirements (ARARs) of other laws, will be cost-effective, will use permanentsolutions and alternative treatment technologies or resource recovery technologies to themaximum extent practicable, and will address the statutory preference for treatment as aprincipal element. The final RI and FS reports, as adopted by U.S. EPA, and the riskevaluation/assessment will, with the administrative record, form the basis for the selection of theremedy and will provide the information necessary to support the development of the ROD.

As specified in CERCLA Section 104(a)(l), as amended by SARA, U.S. EPA will provideoversight of the Performing Respondents' activities throughout the RI/FS, including all fieldsampling activities. The Performing Respondents will support U.S. EPA's initiation and conductof activities related to the implementation of oversight activities.

TREMONT CITY LANDFILL SITE DESCRIPTION;

Site Location and Setting

The Site is located at 3108 Snyder-Domer Road in Clark County (German Township), Ohio. It issituated approximately 1.5 miles west of Tremont City and 3.5 miles northwest of Springfield.The Site is situated in both the Northeast 1A of the Southwest 1A and the Northwest 1A of theSoutheast %, of Section 17, Township 4 East (T4E), Range 10 North (R10N). The Site isapproximately 80 acres in size.

The Tremont City Landfill Site is comprised of an approximate 58-acre closed landfill(commonly known as the Tremont City Landfill) on the southern end of the Site, a closed 8.5-acre Barrel Fill on the northern end of the Site, and a closed 14-acre former waste transfer facilityon the northeast end of the Site. For purposes of response actions under this AOC, the Barrel FillOperable Unit includes the Barrel Fill and any nearby area or media contaminated from theBarrel Fill.

Barrel Fill History

See Section 4.1 of the March, 2002 U.S. EPA Site Investigation Summary (SIS) Report.

Barrel Fill Investigations (prior to U.S. EPA Investigations)

See Section 5.1 of the U.S. EPA SIS Report.

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Summary of the 2000-2001 U.S. EPA Site Investigation Relating to the Barrel Fill

See Section 9.2 of the U.S. EPA SIS Report.

RI/FS SCOPE: The tasks to be completed as part of this RI/FS are:

Task 1. RI/FS Support Sampling PlanTask 2 Community Involvement SupportTask 3. Remedial InvestigationTask 4. RI ReportTask 5. Alternatives Array DocumentTask 6. FS ReportTask 7. Progress Reports

TASK 1; RI/FS SUPPORT SAMPLING PLAN

Within 120 calendar days of the effective date of the AOC, Performing Respondents shall submita Draft RI/FS Support Sampling Plan to U.S. EPA and Ohio EPA, in accordance with RI/FSguidance referenced in this SOW, that addresses all data acquisition activities. The objective ofthis RI/FS support sampling is to determine the extent of contamination relating to the Barrel FillOperable Unit beyond that already identified by previous investigations. The plan shall contain adescription of equipment specifications, required analyses, sample types, and sample locationsand frequency. The plan shall address specific hydrologic, hydrogeologic, geologic, and airtransport characterization methods such as: drilling and well installation; field screening; flowdetermination; gas sampling (air pathway); geologic mapping; geophysics; geotechnicalcharacterization; and soil/water/sediment/waste sampling to determine extent of contamination.

Performing Respondents shall submit a Final RI/FS Support Sampling Plan within 30 calendardays of receipt of U.S. EPA comments on the Draft RI/FS Support Sampling Plan.

Performing Respondents shall identify the data requirements of specific remedial technologiesthat may be necessary to evaluate remedial activities in the RI/FS, and the PerformingRespondents shall provide a schedule stating when events will take place and when deliverableswill be submitted.

The RI/FS Support Sampling Plan shall include, at a minimum, the following information:

A. Barrel Fill Background: A brief summary of the Barrel Fill location, general Barrel Fillphysiography, hydrology, and geology shall be included. A summary description of thedata already available shall be included which will highlight the areas of knowncontamination relating to the Barrel Fill and the levels detected. Tables shall be included

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TREMONT CITY LANDFILL SITE - BARREL nLL OPERABLE UNIT RI/FS SOW (Continued)

to display the minimum and maximum levels of detected contaminants relating to theBarrel Fill.

B. Data Gap Description: Performing Respondents shall make an analysis of the currentlyavailable data to determine the areas of the Site which require additional data in order todefine the extent of contamination relating to the Barrel Fill for purposes of implementinga remedial action. In particular, the Performing Respondents shall use the U.S. EPA SISReport for this purpose. A description of the number, types, and locations of additionalsamples to be collected shall be included in this section of the sampling plan.

C. Descriptions of the following activities shall also be included:

i. Waste Characterization: Performing Respondents shall include a program forcharacterizing the waste materials relating to the Barrel Fill. This shall include ananalysis of current information/data on past disposal practices relating to theBarrel Fill. For buried wastes, methods such as test pits/trenches and soil boringsshall be proposed in the plan to determine waste depths and volume and todetermine the extent of cover over fill areas for a representative number ofsamples. Testing of drum condition and contents may be accomplished withoutdrum removal, if possible. Soil gas surveys shall also be proposed for the areas onand around fill areas of the Barrel Fill. Geophysical characterization methods,such as ground penetrating radar or magnetometry, to further delineate potentialareas of drum disposal, shall also be included as appropriate. The section of U.S.EPA guidance concerning characterizing the contents of Type II Landfills isinstructive of appropriate methods for use in waste characterization. (See pages 3-21 through 3-24 of "Conducting Remedial Investigations/Feasibility Studies forCERCLA Municipal Landfill Sites," February 1991, OSWER Directive No.9355.3-11.)

ii. Hydrogeologic Investigation: The plan shall include the methods to evaluate thedegree of hazard, the mobility of pollutants, discharges/recharge areas, regionaland local flow direction and quality, and local uses of groundwater. The planshall also develop a strategy for determining horizontal and vertical distribution ofcontaminants and may include other hydraulic tests such as slug tests, and grainsize analysis to assist in determining future potential remediation options wheresuch information has not already been obtained. Background (upgradient)samples shall be included in the plan. At a minimum, the hydrogeologicinvestigation that is performed shall be of sufficient scope to (1) determine localgroundwater flow pathways, (2) demonstrate the relationship between the localand regional flow regimes, (3) fully assess the extent of any groundwater qualityimpacts caused by the Barrel Fill Operable Unit, and (4) evaluate the effect that

Page 4 of 24


any groundwater quality impacts are exerting on affected and potentially affectedhuman and ecological receptors.

iii. Soils and Sediments Investigation: Performing Respondents shall include aprogram to determine the full extent of contamination of surface and subsurfacesoils, and sediments relating to the Barrel Fill Operable Unit, for the purpose offully assessing the risk posed to human and ecological receptors. Samples ofleachate, if any, from the Barrel Fill Operable Unit shall also be collected.

iv. Surface Water Investigation: Performing Respondents shall include procedures forsampling of surface water related to possible impacts from the Barrel Fill, for thepurpose of fully assessing the risk posed to human and ecological receptors.

v. Air Investigation: Performing Respondents shall include a program to determinethe extent of atmospheric contamination from the Barrel Fill. The program shalladdress the tendency of the substances identified through the wastecharacterization to enter the atmosphere, local wind patterns, and the degree ofhazard.

vi. Ecological Assessment: Performing Respondents shall collect data of sufficientquantity and quality to determine whether any aquatic and/or terrestrialecosystems have been impacted by the Barrel Fill Operable Unit as a result of thedisposal, release, and migration of contaminants. The plan shall include adescription of the ecosystems affected, an evaluation of toxicity, an assessment ofendpoint organisms, and the exposure pathways. The plan shall also include adescription of any toxicity testing or trapping to be included as part of theassessment. The ecological assessment shall be conducted in accordance withU.S. EPA guidance, including Ecological Risk Assessment Guidance forSuperfund: Process for Designing and Conducting Ecological Risk Assessments(June 5, 1997; EPA 540-R-97-006).

vii. Pilot Tests: Performing Respondents shall include a program for any pilot test(s)necessary, including treatability studies, to determine the implementability andeffectiveness of technologies where sufficient information is not otherwiseavailable.

D. Sampling Procedures: Performing Respondents shall include a description of the depthsof sampling, parameters to be analyzed, equipment to be used, decontaminationprocedures to be followed, sample quality assurance, data quality objectives, and samplemanagement procedures to be utilized in the field. All sampling and analyses performedshall conform to U.S. EPA direction, approval, and guidance regarding sampling, qualityassurance/quality control (QA/QC) and management thereof, data validation, and chain of

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TREMONT CITY LANDnLL SITE - BARREL FILL OPERABLE UNIT RI/FS SOW (Continued)

custody procedures. Performing Respondents shall submit a copy of the proposedlaboratory's Quality Management Plan (QMP) prepared in accordance with "EPARequirements for Quality Management Plans (QA/R-2)," (EPA/240/B-01/002, March2001) or equivalent documentation as determined by U.S. EPA.

Upon request by U.S. EPA, Performing Respondents shall have such a laboratory analyzesamples submitted by U.S. EPA for quality assurance monitoring. PerformingRespondents shall provide to U.S. EPA the QA/QC procedures followed by all samplingteams and laboratories performing data collection and/or analysis. PerformingRespondents shall also ensure provision of analytical tracking information consistent withU.S. EPA Office of Solid Waste and Emergency Response (OSWER) Directive No.9240.0-2B, Extending the Tracking of Analytical Services to PRP-Lead Suoerfund Sites.

Upon request by U.S. EPA, Performing Respondents shall allow U.S. EPA or itsauthorized representatives to take split and/or duplicate samples of any samples collectedby Performing Respondents or their contractors or agents. Performing Respondents shallnotify U.S. EPA and Ohio EPA not less than 10 business days in advance of any samplecollection activity. The U.S. EPA shall have the right to take any additional samples thatit deems necessary.

i. Sampling and Analysis Plan

a. Quality Assurance Project Plan (OAPP)

The Performing Respondents shall prepare a draft, Site-specific QAPP coveringsample analysis and data handling for samples collected during the RI, based onthe AOC and guidance provided by U.S. EPA. The QAPP shall be consistentwith the requirements of the U.S. EPA Contract Lab Program (CLP) forlaboratories proposed outside the CLP. The U.S. EPA strongly encourages thePerforming Respondents to follow U.S. EPA Region 5 Superfund Division ModelQAPP guidance to prepare the QAPP. ^

The Performing Respondents shall prepare a final QAPP after receivingcomments from U.S. EPA on the draft QAPP. Draft and final submittals by thePerforming Respondents shall follow the schedule of the RI/FS Support SamplingPlan.

Prior to submitting the draft QAPP, the Performing Respondents shall participatein a pre-QAPP meeting or conference call with U.S. EPA. The purpose of thismeeting or conference call is to discuss QAPP requirements and obtain anyclarification needed to prepare the QAPP.

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b. Field Sampling Plan

The Performing Respondents shall develop a Field Sampling Plan, as described in"Guidance for Conducting Remedial Investigations and Feasibility Studies UnderCERCLA," October, 1988. The Field Sampling Plan should supplement theQAPP and cover all RI sample collection activities. The Performing Respondentsshall submit draft and final versions of the Field Sampling Plan according to theschedule for the RI/FS Support Sampling Plan.

E. Health and Safety Plan: Performing Respondents shall prepare a Site health and safetyplan which is designed to protect on-site personnel, area residents and nearby workersfrom physical, chemical and all other hazards posed by this sampling event. The healthand safety plan shall develop the performance levels and criteria necessary to address thefollowing areas:

• General requirements;• Personnel;• Levels of protection;• Safe work practices and safe-guards;• Medical surveillance;• Personal and environmental air monitoring;• Personal hygiene;• Decontamination - personal and equipment;• Site work zones;• Contaminant control;• Contingency and emergency planning (including response to fires/explosions);

and• Logs, reports, and record-keeping

The health and safety plan shall, at a minimum, follow the U.S. EPA guidance documentStandard Operating Safety Guides (Publication 9285.1-03, PB92-963414, June 1992),and all Occupational Safety and Health Administration (OSHA) requirements as outlinedin Title 29 of the Code of Federal Regulations (C.F.R.), Part 1910.

F. Schedule: Performing Respondents shall include a schedule which identifies timing forinitiation and completion of all tasks to be completed as part of this RI/FS SupportSampling Plan.

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TASK 2: COMMUNITY INVOLVEMENT SUPPORT

The development and implementation of community involvement activities in a CommunityInvolvement Plan are the responsibility of U.S. EPA, in consultation with Ohio EPA. Criticalsteps in the Community Involvement Plan performed by U.S. EPA and Ohio EPA includedeveloping the plan and conducting community interviews. Although implementation of theCommunity Involvement Plan is the responsibility of U.S. EPA and Ohio EPA, the PerformingRespondents may participate by providing information regarding the Barrel Fill's history,participating in public meetings, assisting in preparing fact sheets for distribution to the generalpublic, or conducting other activities as requested by U.S. EPA and Ohio EPA.

Performing Respondents' participation in such aspects of U.S. EPA's Community InvolvementPlan may be requested, and if so, such requested participation will be specified in the CommunityInvolvement Plan. Performing Respondents' participation in those activities specified in theCommunity Involvement Plan will be at the discretion of U.S. EPA and with oversight by U.S.EPA.

The U.S. EPA and Ohio EPA are not required to formally respond to significant commentsexcept during the formal public comment period on the Proposed Plan after the RI/FS.

TASK 3: REMEDIAL INVESTIGATION

A. Performing Respondents shall conduct the Remedial Investigation according to the U.S.EPA approved RI/FS Sampling Plan and schedule. Performing Respondents shallcoordinate activities with U.S. EPA's Remedial Project Manager (RPM). PerformingRespondents shall provide the U.S. EPA RPM and Ohio EPA Site Coordinator with alllaboratory data.

B. RI/FS Work Remaining After Completion of Phase III Investigation: The U.S. EPAhas already conducted three phases of field investigations at the Site, in addition to workconducted for U.S. EPA by the United States Geological Survey (USGS). At a minimum,the remaining work for the Barrel Fill Operable Unit that needs to be conducted by thePerforming Respondents includes the following.

• Hydrologic evaluation of groundwater flow from the Barrel Fill to include an evaluationof potential hydraulic interconnection between groundwater at the Barrel Fill, areastreams and creeks, and groundwater within the underlying geologic units that are usedfor local water supplies;

• Additional rounds of residential well sampling as determined to be necessary from thehydrogeologic investigation of the Barrel Fill Operable Unit;

• Periodic groundwater and seep monitoring to ensure updated knowledge of groundwaterand surface water quality;

Page 8 of 24


• Source area investigation of the Barrel Fill;• Waste characterization study to include a representative investigation of drum conditions

and contents, and the nature, volume and distribution of other uncontainerized wasteplaced in the Barrel Fill;

• Geologic and hydrogeologic studies to further characterize subsurface soil types,groundwater occurrence, and flowpaths (e.g., conduct pump tests to confirmhydrogeologic characteristics) relating to the Barrel Fill;

• Complete the extent of contamination investigations at the Barrel Fill (including anyrequired source area investigations);

• Obtain critical source area characteristic data to allow for assessment of risk (baselinequantitative risk assessment);

• Complete groundwater data gap investigations to assess possible groundwater mound orradial flow pathways related to the Barrel Fill Operable Unit (including the installation ofadditional groundwater monitoring wells at appropriate locations);

• Determine full nature and extent of groundwater contamination related to the Barrel FillOperable Unit;

• Additional studies to confirm the Barrel Fill area of the Site conceptual model andcontrols on contaminant migration (e.g., based upon the time since filling occurred, it islikely that the approximately 50,000 barrels in the Barrel Fill are corroding and may bereleasing their contents);

• More background studies for all media to ensure an accurate, quantitative human healthand ecological risk assessment; and

• Evaluate and investigate the integrity and effectiveness of the seep cutoff walls at theBarrel Fill.

C. Performing Respondents shall provide U.S. EPA with analytical data within 45 days ofeach sampling activity in an electronic format showing location, medium, and results.Within seven days of completion of field activities, Performing Respondents shall notifyU.S. EPA in writing.

TASK 4; REMEDIAL INVESTIGATION fRIl REPORT

Within 180 calendar days of the collection of the last field sample as part of the RI (as designatedby the U.S. EPA RPM), Performing Respondents shall submit to U.S. EPA for approval a draftRI Report addressing the Barrel Fill Operable Unit. The RI Report shall be consistent with theAOC and this SOW, including the referenced RI guidance. The RI Report shall be completed inaccordance with the following requirements. This is U.S. EPA's recommended outline for the RIReport. Although the information described below shall be included in the report, the sectionnumbering and sequencing may be altered in the report.

1 Executive Summary; The Executive Summary shall provide a general overview of thecontents of the RI Report. It shall contain a brief discussion of the Barrel Fill Operable

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Unit and the current and/or potential threat posed by conditions at and from the BarrelFill.

2 Barrel Fill Operable Unit Characterization; The RI Report shall summarize availabledata on the physical, demographic, and other characteristics of the Barrel Fill OperableUnit. Specific topics which shall be addressed in the Barrel Fill Operable Unitcharacterization are detailed below. The Barrel Fill Operable Unit characterization shallconcentrate on those characteristics necessary to evaluate and select an appropriateremedy.

2.1 Site Description and Background: The Site description includes current and historicalinformation for the Barrel Fill Operable Unit. The following types of information shallbe included, where available and as appropriate, to the Site-specific conditions and thescope of the remedial action.

2.1.1 Site Location and Physical Setting2.1.2 Present and Past Facility Operations and Disposal Practices2.1.3 Geology/Hydrology/Hydrogeology2.1.4 Current and past groundwater usage in the Site area2.1.5 Surrounding Land Use and Populations2.1.6 Sensitive Ecosystems2.1.7 Meteorology/Climatology

2.2 Groundwater Fate and Transport

2.2.1 Contaminant Characteristics2.2.2 Groundwater Fate and Transport Processes2.2.3 Groundwater Contaminant Migration Trends2.2.4 Groundwater Modeling

2.3 Other Media Relating to the Barrel Fill Operable Unit: _

2.3.1 Surface Water2.3.2 Air2.3.3 Soil2.3.4 Sediments

2.4 Previous Removal Actions: The Barrel Fill Operable Unit characterization section shallalso describe any previous removal and remedial actions at the Barrel Fill. Previousinformation, if relevant, shall be organized as follows:

2.4.1 The scope and objectives of the previous removal action(s)

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2.4.2 The amount of time spent on the previous removal action(s)2.4.3 The nature and extent of hazardous substances, pollutants, or contaminants treated

or controlled during the previous removal action(s) (including all monitoringconducted)

2.4.4 The technologies used and/or treatment levels used for the previous removalaction(s).

2.5 Source, Nature, and Extent of Contamination: This section shall summarize the availableBarrel Fill Operable Unit characterization data for the Site, including the locations of thehazardous substances, pollutants, or contaminants; the quantity, volume, size, ormagnitude of the contamination; and the physical and chemical attributes of thehazardous pollutants or contaminants.

2.6 Analytical Data: This section shall present the available data, including, but not limitedto, soil, groundwater, surface water, sediments, and air. This section should discuss anyhistorical data gaps that were identified, and the measures taken to develop all necessaryadditional data.

2.7 Results of Pilot Tests: This section shall document the results of any pilot tests, includingtreatability studies, as referenced in the RI/FS Support Sampling Plan.

2.8 Human Health Risk Assessment: The risk assessment shall focus on actual and potentialrisks to persons coming into contact with on-site contaminants related to the Barrel Fill aswell as risks to the surrounding residential and industrial worker populations fromexposure to contaminated soils, sediments, surface water, air, and ingestion ofcontaminated organisms in surrounding impacted ecosystems. Reasonable maximumestimates of exposure shall be defined for both current land use conditions and reasonablefuture land use conditions. The risk assessment shall use data from the Barrel FillOperable Unit to identify the chemicals of concern relating to the Barrel Fill OperableUnit, provide an estimate of how and to what extent human receptors might be exposed tothese chemicals, and provide an assessment of the health effects associated with thesechemicals. The evaluation shall project the potential risk of health problems occurring ifno cleanup action is taken for the Barrel Fill Operable Unit and establish target actionlevels for COCs (carcinogenic and non-carcinogenic). The risk evaluation shall beconducted in accordance with U.S. EPA guidance including, at a minimum: RiskAssessment Guidance for Superfund (RAGS> (EPA/540/1-89/002, December 1989) andRAGS Part D (EPA 540/R/97/033, January 1998). The risk assessment shall also includethe following elements:

2.8.1 Hazard Identification (sources). The Performing Respondents shall reviewavailable information on the hazardous substances present in the Barrel FillOperable Unit and identify the major contaminants of concern.

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2.8.2 Dose-Response Assessment. Contaminants of concern should be selected basedon their intrinsic toxicological properties.

2.8.3 Conceptual Exposure/Pathway Analysis.

2.8.4 Characterization of Site and Potential Receptors.

2.8.5 Exposure Assessment. Performing Respondents shall develop reasonablemaximum estimates of exposure for both current land use conditions and potentialland use conditions for the Barrel Fill Operable Unit.

2.8.6 Risk Characterization.

2.8.7 Identification of Limitations/Uncertainties.

2.9 Ecological Risk Assessment: The ecological risk assessment shall be conducted inaccordance with U.S. EPA guidance including, at a minimum: Ecological RiskAssessment Guidance for Superfund. Process for Designing and Conducting EcologicalRisk Assessments. (EPA/540/R/97/006, June 1997).

The ecological risk assessment shall describe the data collection activities conducted aspart of Task l(B)(vi) as well as the following information:

2.9.1 Hazard Identification (sources). The Performing Respondents shall reviewavailable information on the hazardous substances attributable to the Barrel Filland identify the major contaminants of concern.

2.9.2 Dose-Response Assessment. Contaminants of concern should be selected basedon their intrinsic toxicological properties.

2.9.3 Prepare Conceptual Exposure/Pathway Analysis.

2.9.4 Characterization of Site and Potential Receptors.

2.9.5 Select Chemicals, Indicator Species, and End Points. In preparing the assessment,the Performing Respondents shall select representative chemicals, indicatorspecies (species that are especially sensitive to environmental contaminants), andend points on which to concentrate.

2.9.6 Exposure Assessment. The exposure assessment will identify the magnitude ofactual exposures, the frequency and duration of these exposures, and the routes by

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which receptors are exposed. The exposure assessment shall include anevaluation of the likelihood of such exposures occurring and shall provide thebasis for the development of acceptable exposure levels.

2.9.7 Toxicity Assessment/Ecological Effects Assessment. The toxicity and ecologicaleffects assessment will address the types of adverse environmental effectsassociated with chemical exposures, the relationships between magnitude ofexposures and adverse effects, and the related uncertainties for contaminanttoxicity (e.g., weight of evidence for a chemical's carcinogenicity).

2.9.8 Risk Characterization. During risk characterization, chemical-specific toxicityinformation, combined with quantitative and qualitative information from theexposure assessment, shall be compared to measured levels of contaminantexposure levels and the levels predicted through environmental fate and transportmodeling. These comparisons shall determine whether concentrations ofcontaminants attributable to the Barrel Fill are affecting or could potentially affectthe environment.

2.9.9 Identification of Limitations/Uncertainties. Performing Respondents shallidentify critical assumptions (e.g., background concentrations and conditions) anduncertainties in the report.

A final RI Report shall be submitted to U.S. EPA and Ohio EPA within 45 days of the receipt ofU.S. EPA's comments on the draft RI Report.

TASK 5; ALTERNATIVES ARRAY DOCUMENT

An Alternatives Array Document (AAD) shall be prepared that identifies remedial alternatives.Development of alternatives shall be fully integrated with the Barrel Fill Operable Unitcharacterization activities of the RI. One of the alternatives identified shall be a "no-action"alternative.

The preliminary list of alternatives to address soil, sediments, wastes, air, surface water, andgroundwater contamination for the Barrel Fill Operable Unit shall consist of, but is not limitedto, treatment technologies (i.e., thermal methods), removal and off-site treatment/disposal,removal and an on-site disposal, in-place containment, and natural attenuation.

• The AAD shall develop remedial and, where appropriate, removal action objectives,taking into consideration the following factors:

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• Prevention or abatement of actual or potential exposure to nearby humanpopulations, (including workers), animals, or the food chain from hazardoussubstances, pollutants, or contaminants;

• Prevention or abatement of actual or potential contamination of drinking watersupplies and ecosystems;

• Stabilization or elimination of hazardous substances in drums, barrels, tanks, orother bulk storage containers that may pose a threat of release;

• Treatment or elimination of hazardous substances, pollutants, or contaminants insoils or sediments that may migrate;

• Elimination of threat of fire or explosion;

• Acceptable chemical-specific contaminant levels, or range of levels, for allexposure routes.

• Mitigation or abatement of other situations or factors that may pose threats topublic health, welfare, or the environment.

• Determination of Remedial Action Scope: The AAD shall define the broad scope andspecific short-term and long-term objectives of the remedial action and address theprotectiveness of the remedial action.

• Determination of Remedial Action Schedule: The general schedule for remedial actionand, where appropriate, removal activities shall be developed, including both the start andcompletion time for the remedial action.

• Identification of and Compliance with ARARs: The AAD shall identify all ARARsandother Federal or State advisories, criteria, or guidance to be considered (TBC) that willapply to the remedial action. The AAD shall also describe how the ARARs will be met.

• Identification, and Preliminary Screening and Evaluation of Remedial Action Alternatives

• Based on the analysis of the nature and extent of contamination and on thecleanup objectives developed, the AAD shall include a preliminary screening andevaluation of the alternatives identified, to ultimately select a reasonable numberof alternatives for detailed analysis in the draft FS Report. Whenever practicable,the alternatives shall also consider the CERCLA preference for treatment overconventional containment or land disposal approaches.

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• The use of presumptive remedy guidance, if appropriate and applicable to theBarrel Fill Operable Unit, may also provide an immediate focus to theidentification and analysis of alternatives. This guidance includes, but is notlimited to: Implementing Presumptive Remedies (EPA 540-R-97-029, October1997). Presumptive remedies involve the use of remedial technologies that havebeen consistently selected at similar sites or for similar contamination.

• A limited number of alternatives, including any identified presumptive remedies,shall be selected for detailed analysis. Each of the alternatives shall be describedwith enough detail so that the entire treatment process can be understood.Technologies that may apply to the media or source of contamination shall belisted in the AAD.

The AAD shall be submitted as a Technical Memorandum to U.S. EPA within 45 days of U.S.EPA approval of the Final RI Report. A revised AAD, if necessary, shall be submitted within 30days of receipt of U.S. EPA comments on the draft AAD.

TASK 6: FEASIBILITY STUDY C¥S) REPORT

Within 60 days of U.S. EPA approval of the AAD, the Performing Respondents shall submit toU.S. EPA for approval a draft FS Report that includes the following information.

3 Detailed Analysis of Alternatives: Defined alternatives from the screened list producedin the AAD are evaluated against the short- and long-term aspects of three broad criteria -effectiveness, implementability, and cost.

3.1 Effectiveness: The effectiveness of an alternative refers to its ability to meet the objectiveregarding the scope of the remedial action. The "Effectiveness" discussion for eachalternative shall evaluate the degree to which the technology would mitigate threats topublic health and the environment. Criteria to be considered include:

3.1.1 Overall Protection of Public Health and the Environment: How well eachalternative protects public health and the environment shall be discussed in aconsistent manner. Assessments conducted under other evaluation criteria,including long-term effectiveness and permanence, short-term effectiveness, andcompliance with ARARs shall be included in the discussion. Any unacceptableshort-term impacts shall be identified. The discussion shall focus on how eachalternative achieves adequate protection and describe how the alternative willreduce, control, or eliminate risks for the Barrel Fill Operable Unit through the useof treatment, engineering, or institutional controls.

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3.1.2 Compliance with ARARs and Other Criteria, Advisories, and Guidance: Thedetailed analysis shall summarize which requirements are applicable or relevantand appropriate to an alternative and describe how the alternative meets thoserequirements. A summary table may be employed to list potential ARARs. Inaddition to ARARs, other federal or state advisories, criteria, or guidance to beconsidered (TBC) may be identified.

3.1.3 Long-Term Effectiveness and Permanence: This evaluation assesses the extentand effectiveness of the controls that may be required to manage risk posed bytreatment of residuals and/or untreated wastes at the Barrel Fill Operable Unit.The following components shall be considered for each alternative: magnitude ofrisk; and adequacy and reliability of controls.

3.1.4 Reduction of Toxicity, Mobility, or Volume Through Treatment: PerformingRespondents' analysis shall address The U.S. EPA's policy of preference fortreatment including an evaluation based upon the following subfactors for aparticular alternative:

3.1.4.1 The treatment process(es) employed and the material(s) it will treat3.1.4.2 The amount of the hazardous or toxic materials to be destroyed or treated3.1.4.3 The degree of reduction expected in toxicity, mobility, or volume3.1.4.4 The degree to which treatment will be irreversible3.1.4.5 The type and quantity of residuals that will remain after treatment3.1.4.6 Whether the alternative will satisfy the preference for treatment

3.1.5 Short-Term Effectiveness: The short-term effectiveness criterion addresses theeffects of the alternative during implementation before the remedial objectiveshave been met. Alternatives shall also be evaluated with respect to their effectson human health and the environment following implementation. The followingfactors shall be addressed as appropriate for each alternative:

3.1.5.1 Protection of the Community3.1.5.2 Protection of the Workers3.1.5.3 Environmental Impacts3.1.5.4 Time Until Response Objectives are Achieved

3.2 Implementability: This section is an assessment of the implementability of eachalternative in terms of the technical and administrative feasibility and the availability ofthe goods and services necessary for each alternative's full execution. The followingfactors shall be considered under this criterion:

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3.2.1 Technical Feasibility: The degree of difficulty in constructing and operating thetechnology; the reliability of the technology, the availability of necessary servicesand materials; the scheduling aspects of implementing the alternatives during andafter implementation; the potential impacts on the local community duringconstruction operation; and the environmental conditions with respect to set-upand construction and operation shall be described. Potential future removalactions shall also be discussed. The ability to monitor the effectiveness of thealternatives may also be described.

3.2.2 Administrative Feasibility: The administrative feasibility factor evaluates thoseactivities needed to coordinate with other offices and agencies. Theadministrative feasibility of each alternative shall be evaluated, including the needfor off-site permits, adherence to applicable non-environmental laws, andconcerns of other regulatory agencies. Factors that shall be considered include,but are not limited to, the following: statutory limits, permits and waivers.

3.2.3 Availability of Services and Materials: The RI/FS Report must determine if off-site treatment, storage, and disposal capacity, equipment, personnel, services andmaterials, and other resources necessary to implement an alternative shall beavailable in time to maintain the remedial schedule.

3.2.4 State and Community Acceptance: State and community acceptance will beconsidered by U.S. EPA before a final remedial action is decided upon.Performing Respondents need only mention in the RI/FS Report that U.S. EPAwill consider and address State and community acceptance of an alternative whenmaking a recommendation and in the final selection of the alternative in the ROD.

3.3 Cost: Each alternative shall be evaluated to determine its projected costs. The evaluationshould compare each alternative's capital and operation and maintenance costs. Thepresent worth of alternatives should be calculated.

3.3.1 Direct Capital Costs: Costs for construction, materials, land, transportation,analysis of samples, and treatment shall be presented.

3.3.2 Indirect Capital Costs: Cost for design, legal fees, and permits shall be presented.

3.3.3 Long-Term Operation and Maintenance Costs: Costs for maintenance and long-term monitoring shall be presented.

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4 Comparative Analysis of Remedial Action Alternatives

Once remedial action alternatives have been described and individually assessed against theevaluation criteria described in Section 5, above, a comparative analysis shall be conducted toevaluate the relative performance of each alternative in relation to each of the criteria. Thepurpose of the analysis shall be to identify advantages and disadvantages of each alternativerelative to one another so that key trade-offs that would affect the remedy selection can beidentified.

A final FS Report shall be submitted to U.S. EPA and Ohio EPA within 45 days of the receipt ofU.S. EPA's comments on the draft FS Report.

5 Schedule for RI and FS Reports Submission

5.1 The Performing Respondents shall hold meetings or telephone conference calls with U.S.EPA and Ohio EPA to review the RI/FS progress. The meetings shall be monthly or atanother frequency that is agreed to by all parties.

5.2 A draft RI Report shall be submitted to U.S. EPA and Ohio EPA within 180 days of thecollection of the last field sample as part of the Remedial Investigation (Task 3) (asdesignated by the RPM). The Final RI Report shall be submitted to U.S. EPA and OhioEPA within 45 days of receipt of U.S. EPA comments on the draft RI Report.

5.3 The draft AAD shall be submitted as a Technical Memorandum to U.S. EPA within 45days of U.S. EPA approval of the Final RI Report. A revised AAD, if necessary, shall besubmitted within 30 days of receipt of U.S. EPA comments on the draft AAD.

5.4 A draft FS Report shall be submitted to U.S. EPA and Ohio EPA within 60 days of U.S.EPA approval of the AAD. The Final FS Report shall be submitted to U.S. EPA andOhio EPA within 45 days of receipt of U.S. EPA comments on the draft FS Report.

5.5 Following U.S. EPA approval of the RI and FS Reports, U.S. EPA will issue a ProposedPlan to the public wherein U.S. EPA will propose one, or a combination, of thealternatives evaluated in the FS. Public comments will be solicited and evaluated beforeU.S. EPA makes a final decision on a remediation plan. The final decision will bedocumented in the ROD for the Barrel Fill Operable Unit.

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TASK 7: PROGRESS REPORTS

Performing Respondents shall submit a monthly written progress report to U.S. EPA and OhioEPA concerning actions undertaken pursuant to the AOC and this SOW, on the tenth day of eachmonth, beginning in the first month after the effective date of the AOC, until termination of theAOC, unless otherwise directed in writing by the U.S. EPA RPM. These reports shall describeall significant developments during the preceding period, including the work performed and anyproblems encountered, analytical data received during the reporting period, and developmentsanticipated during the next reporting period, including a schedule of work to be performed,anticipated problems, and planned resolutions of past or anticipated problems.

SCHEDULE FOR MAJOR DELIVERABLES

DELIVERABLE

TASK 1: Draft RI/FS Support SamplingPlan (includes the following)

Quality Management PlanQuality Assurance Project PlanField Sampling PlanSite Health and Safety Plan

TASK 1: Final RI/FS Work (SupportSampling) Plan (includes the following)

Quality Management PlanQuality Assurance Project PlanField Sampling PlanSite Health and Safety Plan

TASK 3: Remedial Investigation

Analytical Data of EachSampling Activity

Notification of Completion of FieldActivities

TASK 4: Draft RI Report

TASK 4: Final RI Report

DEADLINE

120 calendar days after effective date ofof the AOC

45 calendar daysafter receipt of U.S. EPA comments

Within 45 days of each sampling activity

Within 7 days of completion of fieldactivities

Within 180 days of the collection of the last fieldsample

Within 45 days of receipt of U.S. EPA comments onthe Draft RI Report

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TASK 5: Draft Alternatives ArrayDocument (AAD)

TASK 5: Final AAD (if necessary)

TASK 6: Draft FS Report

TASK 6: Final FS Report

TASK 7: Monthly Progress Reports

Miscellaneous Documents

Within 45 days of U.S. EPA approval of the FinalRI Report

Within 30 days of receipt of U.S. EPA comments onthe Draft AAD

Within 60 days of U.S. EPA approval of the AAD

Within 45 days of receipt of U.S. EPA comments onthe Draft FS Report

Tenth (10th) business day of each month(Commencing thirty (30) days after effective date ofAOC)

As directed by the U.S. EPA RPM

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REFERENCES

The following list, although not comprehensive, comprises many of the regulations and guidancedocuments that apply to the RI/FS process:

RI/FS Process:"National Oil and Hazardous Substances Pollution Contingency Plan (NCP); Final Rule" (40CFR Part 300).

"Guidance for Conducting Remedial Investigations and Feasibility Studies Under CERCLA,"U.S. EPA, Office of Emergency and Remedial Response, October 1988, OSWER Directive No.9355.3-01.

"Conducting Remedial Investigations/Feasibility Studies for CERCLA Municipal Landfill Sites,"U.S. EPA, Office of Emergency and Remedial Response, February 1991, OSWER Directive No.9355.3-11.

"Guidance on Conducting Non-Time Critical Removal Actions Under CERCLA" (Publication9360.0-32, August 1993).

"Interim Guidance on Potentially Responsible Party Participation in Remedial Investigation andFeasibility Studies," U.S. EPA, Office of Waste Programs Enforcement, Appendix A to OSWERDirective No. 9355.3-01.

"Guidance on Oversight of Potentially Responsible Party Remedial Investigations and FeasibilityStudies," U.S. EPA, Office of Waste Programs Enforcement, OSWER Directive No. 9835.3.

"A Compendium of Superfund Field Operations Methods," Two Volumes, U.S. EPA,.Office ofEmergency and Remedial Response, EPA/540/P-87/001a, August 1987, OSWER Directive No.9355.0-14.

"EPA NEIC Policies and Procedures Manual," May 1978, revised November 1984, EPA-330/9-78-001-R.

"Data Quality Objectives for Remedial Response Activities," U.S. EPA, Office of Emergencyand Remedial Response and Office of Waste Programs Enforcement, EPA/540/G-87/003, March1987, OSWER Directive No. 9335.0-7B.

"Interim Guidance on Compliance with Applicable or Relevant and Appropriate Requirements,"U.S. EPA, Office of Emergency and Remedial Response, July 9, 1987, OSWER Directive No.9234.0-05.

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"CERCLA Compliance with Other Laws Manual," Two Volumes, U.S. EPA, Office ofEmergency and Remedial Response, August 1988 (draft), OSWER Directive No. 9234.1-01 and-02.

"Guidance on Remedial Actions for Contaminated Ground Water at Superfund Sites," U.S. EPA,Office of Emergency and Remedial Response, (draft), OSWER Directive No. 9283.1-2.

"Draft Guidance on Preparing Superfund Decision Documents," U.S. EPA, Office of Emergencyand Remedial Response, March 1988, OSWER Directive No. 9355.3-02.

"Implementing Presumptive Remedies" (EPA 540-R-97-029, October 1997).

Quality Assurance Project Plans (QAPP) and Quality Management Plans (QMP)"Guidelines and Specifications for Preparing Quality Assurance Project Plans," U.S. EPA, Officeof Research and Development, Cincinnati, OH, QAMS-004/80, December 29,1980.

"Interim Guidelines and Specifications for Preparing Quality Assurance Project Plans," U.S.EPA, Office of Emergency and Remedial Response, QAMS-005/80, December 1980.

"Users Guide to the EPA Contract Laboratory Program," U.S. EPA, Sample Management Office,August 1982.

"Extending the Tracking of Analytical Services to PRP-Lead Superfund Sites" OSWERDirective No. 9240.0-2B.

"EPA Guidance for Quality Assurance Project Plans(QA/G-5)"(EPA/600/R-98/018, February 1998).

"EPA Requirements for Quality Assurance Project Plans (QA/R-5)" (EPA 240/B-01/003, March2001).

"EPA Requirements for Quality Management Plans (QA/R-2)" (EPA/240/B-01/002, March2001).

Health and Safety Requirements"Health and Safety Requirements of Employees Employed in Field Activities," U.S. EPA, Officeof Emergency and Remedial Response, July 12, 1981, EPA Order No. 1440.2.

OSHA Regulations in 29 CFR 1910.120 (Federal Register 45654, December 19, 1986).

"Interim Guidance on Administrative Records for Selection of CERCLA Response Actions,"U.S. EPA, Office of Waste Programs Enforcement, March 1, 1989, OSWER Directive No.9833.3A.

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Community Involvement"Community Relations in Superfund: A Handbook," U.S. EPA, Office of Emergency andRemedial Response, June 1988, OSWER Directive No. 9230.0#3B.

"Community Relations During Enforcement Activities And Development of the AdministrativeRecord," U.S. EPA, Office of Programs Enforcement, November 1988, OSWER Directive No.9836.0-1A.

"Response Selection and Enforcement Approach for Superfund Alternative Sites," U.S. EPAOffice of Site Remediation Enforcement, June 24,2002, OSWER Directive No. 92-08.0-17.

"Superfund Community Involvement Handbook," U.S. EPA, Office of Emergency and RemedialResponse, April 2002, EPA 540-K-01-003.

Human Health Risk Assessment"Performance of Risk Assessments in Remedial Investigation /Feasibility Studies (RI/FSs)Conducted by Potentially Responsible Parties (PRPs)," August 28,1990, OSWER Directive No.9835.15.

"Role of the Baseline Risk Assessment in Superfund Remedy Selection Decisions," April 22,1991, OSWER Directive No. 9355.0-30.

"Risk Assessment Guidance for Superfund (RAGS), Volume I - Human Health EvaluationManual (Part A)," Interim Final (EPA-540-1-89-002)," OSWER Directive 9285.7-01 A;December 1,1989.

"Risk Assessment Guidance for Superfund (RAGS), Volume I - Human Health EvaluationManual (Part D, Standardized Planning, Reporting, and Review of Superfund RiskAssessments)," Interim, (EPA 540-R-97-033), OSWER 9285.7-01D, January, 1998.

"Risk Assessment Guidance for Superfund - Volume II Environmental Evaluation Manual,"March 1989, EPA/540/1 -89/001.

"Implementation of the Risk Assessment Guidance for Superfund (RAGS) Volume I - HumanHealth Evaluation Manual, (Part D, Standardized Planning, Reporting, and Review of SuperfundRisk Assessments) (Interim)," OSWER Directive 9285.7-01 D-l; December 17, 1997.

"Guidance for Data Usability in Risk Assessment," October, 1990, EPA/540/G-90/008.

"Performance of Risk Assessments in Remedial Investigation /Feasibility Studies (RI/FSs)Conducted by Potentially Responsible Parties (PRPs)," August 28, 1990, OSWER Directive No.9835.15.

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"Role of the Baseline Risk Assessment in Superfund Remedy Selection Decisions," April 22,1991, OSWER Directive No. 9355.0-30.

"Soil Screening Guidance: Technical Background Document," OSWER Directive 9355.4-17A;May 1,1996.

"Soil Screening Guidance: User's Guide," Publication 9355.4-23; April, 1996.

"Risk Assessment Guidance for Superfund: Volume I - Human Health Evaluation Manual: (PartB, Development of Risk-based Preliminary Remediation Goals)," Interim, OSWER Directive9285.7-01 B; December, 1991.

"Human Health Evaluation Manual, Supplemental Guidance: Standard Default ExposureFactors," OSWER Directive 9285.6-03; March 25, 1991.

Lead in Soil"Revised Interim Soil Lead Guidance for CERCLA Sites and RCRA Corrective ActionFacilities," OSWER Directive 9355.4-12; July 14, 1994.

"Clarification to the 1994 Revised Interim Soil Lead Guidance for CERCLA Sites and RCRACorrective Action Facilities," OSWER Directive 9200.4-27; August, 1998.

"Guidance Manual for the Integrated Exposure Uptake Biokinetic (IEUBK) Model for Lead inChildren," Publication 9285.7-15-1; February, 1994, and associated, clarifying Short Sheets onIEUBK Model inputs, including but not limited to OSWER 9285.7-32 through 34, as listed onthe OSWER lead internet site at www.epa.gov/superfund/programs/lead/prods.htm.

"Integrated Exposure Uptake Biokinetic (IEUBK) Model for Lead in Children," Version 0.99D,NTIS PB94-501517,1994 or "Integrated Exposure Uptake Biokinetic (IEUBK) Model for Leadin Children," Windows© version, 2001.

"TRW Recommendations for Sampling and Analysis of Soil at Lead (Pb) Sites," OSWER9285.7-38, April, 2000.

"Recommendations of the Technical Review Workgroup for Lead for an Interim Approach toAssessing Risks Associated with Adult Exposures to Lead in Soil," December, 1996."(www.epa.gov/superfund/programs/lead/prods.htm).

Ecological Risk Assessment"U.S. EPA Ecological Risk Assessment Guidance for Superfund: Process for Designing andConducting Ecological Risk Assessments." Office of Ecological and Remedial Response,Washington, D.C. 1997 (EPA-540-R-97-006, June 1997; OSWER Directive 9285.7-25).

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ATTACHMENT E

Depiction of Barrel Fill at Tremont City Landfill Site

WasteTransferFacility

Chapman^_ .Creek

Clarkco

Snyder-DomeJRoad