UNITED STATES ENVIRONMENTAL PROTECTION AGENCY cl' … · Gregg J. Wilson, Esq. Kutchin & Rufo, P.C. One Liberty Square Boston, MA 02109 . Re: Norwood Superfund Site Prospective Purchaser

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BY CERTIFIED MAIL

April 7, 1998

Gregg J. Wilson, Esq. Kutchin & Rufo, P.C. One Liberty Square Boston, MA 02109

Re: Norwood Superfund Site Prospective Purchaser Agreement (CERCLA-I-97-1044)

Dear Mr. Wilson:

This letter notifies the Settling Respondents ofthe effective date ofthe above-named Prospective Purchaser Agreement ("Agreement), and provides documents for recording with the Plymouth Country Registry of Deeds in accordance with the terms ofthe Agreement.

Pursuant to Paragraph 53 ofthe Agreement, the effective date ofthe Agreement will be the date upon which EPA issues written notice to the Settling Respondents that EPA has fiilly executed the Agreement and has reviewed and responded to any public comments received. Please be advised that EPA has fully executed the Agreement and that the public comment period ended on January 16,1998 (62 Fed. Reg. 66095 [December 17,1997]). EPA received no public comments conceming the Agreement. Thus, the effective date ofthe Agreement is the date of this notice: April 7,1998.

As you know, the Agreement requires you to:

1. Pursuant to Paragraph 18, pay $ 10,000 to EPA within 10 days of the effective date. The procedure for submitting your payment is included in Paragraph 18. /

2. Pursuant to Paragraph 7, donate to the Town of Norwood an'electricj^yehicle for the Town use.

3. Pursuant to Paragraph 16, within 15 days ofthe effective date, record with the Norfolk County Registry of Deeds a certified copy ofthe Agreement and Exhibits 1 and 7.

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4. Pursuant to Paragraph 28, within 10 days of receiving "as built drawings", file and record said drawings with the Registry of Deeds, Norfolk County, as part of Exhibit 7. The as-built drawings show the location of Class A, B, C, & D land at property described in Exhibit 7.

Please send me proof that the Certified Agreement has been recorded in accordance with the requirements of Paragraphs 16 ofthe Agreement.

Should you have any questions, please let me know.

sincerely.

^Antoinette Powell Enforcement Attomey

cc: Sharon Hayes

.h

U.S. ENVIRONMENTAL PROTECTION AGENCY

EPA-NEW ENGLAND

J.F.K. FEDERAL BUILDING, BOSTON MA 02203

MEMORANDUM

DATE: September 25,1995

SUBJ: Proposed Settlement and Federal Register Notice

FROM: Robert Cianciarulo

Office of Site Reme/di^tion and Restoration

William Walsh-Rogalski

Counsel for Special Projects

TO; Patricia Meaney

Assistant Regional Administrator

Attached for your signature is a Prospective Purchaser Agreement

and Federal .Register Notice relating to the potential CERCLA

liability of Joseph Laham, individually, and 921,Inc., purchasers,

of that portion of the Norwood PCB Superfund site currently owned

by Grant Gear Realty Trust and the Reardon brothers. The U.S.

Department of Justice is in the process of approving the

agreement. You signed a virtually identical package in early

June, but due to changes in the documents stemming from the

purchaser's decision to buy additional land at the site, we are

resubmitting these papers for your approval.

In accordance with EPA's Policy on Prospective Purchasers of

Contaminated Property, dated JVlay 24, 1995, a Notice is to be

published in the Federal Register which gives the public 30 days

to comment upon a settlement.

For your information, the attached agreement was made pursuant to

CERCLA § 9601 e£. seq. In this agreement, the purchasers have

agreed to conduct demolition of the on-site groundwater treatment,,

facility at the end of its useful life, to pay the United States

$10,000, to provide access for any future response actions on the

property, and to record and abide by institutional controls for

the property that are part of the remedial action at the site. As

a result, EPA is encouraging the beneficial reuse of the Norwood

site. The prospective purchaser intends to construct an auto

auction facility or car dealership on the property, a use

consistent with the locality. The purchasers have received

contribution protection from third parties, and EPA has agreed

that it will not pursue the purchasers for any injunctive relief

or response costs relating to the existing contamination at the

site.

This agreement is noteworthy in several regards:

Under the terms of a consent decree negotiated with the PRP's in

1996, the settling defendants agreed to cooperate with and

include design modifications to the EPA remedy if any prospective

purchaser came forward in a timely manner. This novel waiver of

claims and design opportunity linked third party liability relief-

with a mechanism for coupling remediation and commercial reuse..

This opened a window of commercial opportunity that successfully

enticed a purchaser to negotiate an agreement with EPA to reuse'

the property. In addition to returning a former industrial^

property to productive commercial use, it is anticipated that

this new enterprise will generate $25,000 in annual property

taxes for Norwood, create approximately fifty short term

construction jobs, provide fifteen to twenty full time jobs and

30-40 part time jobs related to the management of the auto

auction facility and provide about $1 million in annual payroll.

Though not part of the formal consideration for the agreement,

the purchaser has agreed to donate to the Town of Norwood an

electric automobile, which will, promote public awareness of the

feasibility of alternative automobiles in an area that is in

serious non-attainment for ozone. Please sign the Agreement and

Notice. If you have any questions or need additional

information, please contact Bob Cianciarulo at 573-5778 or

Bill Walsh-Rogalski at 565-3426.

Thank you for your attention to this matter.

UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

U.S. ENVIRONMENTAL PROTECTION AGENCY

EPA-NEW ENGLAND

J.F.K. FEDERAL BUILDING, BOSTON MA 02203

MEMORANDUM

DATE: September 25,1995

SUBJ: Proposed Settlement and Federal Register Notice

FROM: Robert Cianciarulo

Office of Site Remediation and Restoration

William Walsh-Rogalski

Counsel for Special Projects

TO: Patricia Meaney


Attached for your signature is a Prospective Purchaser Agreement

and Federal Register Notice relating to the potential CERCLA

liability of Joseph -Laham, 'individually, and 921,Inc., purchasers

of that portion-of the Norwood PCB Superfund site currently owned

by Grant Gear Realty Trust and the Reardon brothers. The U.S.

Department of Justice is in the process of approving the-

agreement. You signed a virtually identical package in early

June, but due to changes in the documents stemming from the

purchaser's decision to buy additional land at the site, we are

resubmitting" these papers for your approval.

In accordance with EPA's Policy on' Prospective Purchasers of

Contaminated Property, dated May 24, 1995, a Notice is to be

published in the Federal Register which gives the public 30 days

to comment upon a settlement.

For your information, the attached agreement was made pursuant to

CERCLA § 9601 st seq. In this agreement, the purchasers have

agreed to conduct demolition of the on-site groundwater treatment

facility at the end of its useful life, to pay the United States

$10,000, to provide access for any future response actions on the

property, and to record and abide by institutional controls for

the property that are part of the remedial action at the site. As

a result, EPA is encouraging the beneficial reuse of the Norwood

site. The prospective purchaser intends to construct an auto

auction facility or 'car dealership on the property, a use

consistent with the locality. The purchasers have received

contribution protection from third parties, and EPA has agreed

that it will not pursue the purchasers for any injunctive relief"

or response costs relating to the existing contamination at the

site.

COMCURfiENCES

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OFFICE OF THE REGIONAL ADMINISTRATOR

Honorable Lois J. Schiffer

Assistant Attorney General

Environment and Natural Resources Division

U.S. Department of Justice

P.O. Box 7611

Ben Franklin Station

Washington, D.C. 20044

Re: Referral of Prospective Purchaser Agreement -- Norwood PCB

Superfund Site, Norwood, Massachusetts

Dear Ms. Schiffer:

With this letter I enclose a settlement analysis and a CERCLA

Prospective Purchaser Agreement ("PPA") which relate to the

Norwood PCB site in Norwood, Massachusetts (the "Site").

Under the proposed PPA, the prospective owner has agreed to:

conduct response action at the site in the form of the demolition

of a groundwater treatment building at the end of its useful life

(work valued at $87,188) pay the United States $10,000; provide

access to EPA, the State, and parties performing cleanup under a

consent decree; and record and abide by institutional controls.

In exchange for these commitments, the United States grants the

prospective purchaser^the standard releases under CERCLA Sections

106 and 107, but not releases from natural resource damage

claims. In addition, the agreement provides the prospective

purchaser withXilERCLA contribution protection. More specific

details of t>he entire proposed settlement are contained in the

attached/settlement analysis.

The'^proposed agreement is favorable to the United States and

-Consonant with the Prospective Purchaser policy. The agreement

provides the United States with response work it would otherwise

need to fund on its own as well as direct monetary consideration

and also secures a commitment for the prospective purchaser to

provide access and abide by institutional controls. Additionally,

the prospective purchaser will be locating its operation on a

Superfund site, promoting the national and regional EPA goals of

encouraging the beneficial reuse of Superfund sites.

The Region has consulted with EPA Headquarters on this

settlement. EPA Headquarters concurrence is not required for

this settlement, so the Region is sending a copy of these

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documents to the Office of Enforcement and Compliance Assurance

under separate cover.

Finally, I would like to note that Steve Gold of your staff was

an invaluable member of the government's negotiating team and a

true advocate for moving this property to beneficial reuse. If

Steve or any other member of your office has any questions

regarding this referral, please have him or her contact Bill

Walsh-Rogalski, Counsel for Special Projects, Office of the

Regional Administrator at 565-3426.

Sincerely,

Patricia Meaney


Enclosure

CC: Helen Keplinger (OE)


Honorable Lois J; Schiffer




P.O. Box 7611

Ben Franklin Station

Washington, D.C. 20044

Re: Referral of Prospective Purchaser Agreement -- Norwood PCB

Superfund Site, Norwood, Massachusetts

Dear Ms. Schiffer:

With this letter I enclose a settlement analysis and a CERCLA

Prospective Purchaser Agreement ("PPA") which relate to the

Norwood PCB site in Norwood, Massachusetts (the "Site") .

Under the proposed PPA, the prospective owner has agreed to:

conduct response action at the site in the form of the demolition

of a groundwater treatment building at the end of its useful life

work valued at $87,188) pay the United States $10,000; provide

access to EPA, the State, and parties performing cleanup under a

consent decree; and record and abide by institutional controls.

In.exchange for these commitments, the United States grants the

prospective purchaser the standard releases under CERCLA Sections

106 and 107, but not releases from natural resource damage

claims. In addition, the agreement provides the prospective

purchaser with CERCLA contribution protection. More specific

details of the entire proposed settlement are contained in the

attached settlement analysis.

The proposed agreement is favorable to the United States and

consonant with the Prospective Purchaser policy. The agreement

provides the United States with response work it would otherwise

need to fund on its own as well as direct monetary consideration

and also secures a commitment for the prospective purchaser to

provide access and abide by institutional controls. Additionally,

the prospective purchaser will be locating its operation on a

Superfund site, promoting the national and regional EPA goals of

encouraging the beneficial reuse of Superfund sites.

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REGION I

IN THE MATTER OF:

Joseph Laham and 921, Inc

Acquisition

of Property in Norwood, )

Massachusetts ) EPA Docket Number

)

UNDER THE AUTHORITY OF THE AGREEMENT AND COVENANT

COMPREHENSIVE ENVIRONMENTAL NOT TO SUE

RESPONSE, COMPENSATION, AND

LIABILITY ACT OF 1980, 42 U.S.C. Re: Joseph Laham and

Section 9601 et seq. as amended 921, Inc.

Norwood Superfund Site

I.. INTRODUCTION

1. This Agreement and Covenant Not to Sue ("Agreement") is

made and entered into by and between the United States

Environmental Protection Agency ("EPA") and Joseph Laham and 921,

Inc. ("Settling Respondents") (collectively EPA and Settling

Respondents are "the Parties"). This Agreement is being approved

by the Assistant Attorney General of the Environment and Natural

Resources Division pursuant to the inherent authority of the

Attorney General to settle claims of the United States, as

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REGION I

IN THE MATTER OF:

Joseph Laham and 921, Inc.

Acquisition

of Property in Norwood,

Massachusetts

UNDER THE AUTHORITY OF THE

COMPREHENSIVE ENVIRONMENTAL

RESPONSE, COMPENSATION, AND

LIABILITY ACT OF 1980, 42 U.S.C.

Section 9601 et seq. as amended

EPA Docket Number CERCLAI-97-1044

AGREEMENT AND COVENANT

NOT TO SUE

Re: Joseph Laham and

921, Inc.

Norwood Superfund Site

I. INTRODUCTION

1. This Agreement and Covenant Not to Sue ("Agreement") is

made and entered into by and between the United States

Environmental Protection Agency ("EPA") and Joseph Laham and 921,

Inc. ("Settling Respondents") (collectively EPA and Settling

Respondents are "the Parties"). This Agreement is being approved

by the Assistant Attorney General of the Environment and Natural

Resources Division pursuant to the inherent authority of the

ney Gene] ;tl2 claims of the United Stats';

delegated.

2. EPA and the Settling Respondents enter into this

Agreement pursuant to the Comprehensive Environmental Response,

Compensation, and Liability Act of 1980, as amended ("CERCLA"),

42 U.S.C. § 9601, et seq.

3. The Parties agree that the Settling Respondents' entry

into this Agreement, and the actions undertaken by the Settling

Respondents in accordance with the Agreement, do not constitute

an admission of any liability by the Settling Respondents.

4. Joseph Laham is a Massachusetts resident who resides at 7

Storrow Circle, Westwood, MA. 921, Inc. is a corporation

established under the laws of Massachusetts with its principal

place of business at 700 Providence Highway, Norwood, MA. The

obligations of Joseph Laham and 921, Inc. under this Agreement

are joint and several, except to the extent provided by Paragraph

46. In the event of the insolvency or other failure of either of

the Settling Respondents to implement the requirements of this

Agreement, the remaining Settling Respondent shall complete all

such requirements unless excused under Paragraph 46.

5. The Norwood PCB Superfund Site ("the Site") is located

in Norwood, Massachusetts, bounded by and including Meadow Brook

to the north, and generally bounded by a residential neighborhood

to the west along Pellana Road, Route 1 to the east and Dean

Street to the south. The Site is generally depicted on the map

included as Exhibit 1 to this Agreement.

6. The Site was used as a manufacturing location from at

least 1947 until 1994. As a result of some of these

manufacturing operations, the Site became cojntaminated by a

variety of hazardous substances. Pursuant to Section 105 of

CERCLA, 42 U.S.C. § 9605, EPA placed the Site on the National

Priorities List, set forth at 40 C.F.R. Part 300, Appendix B, by

publication in the Federal Register June 10, 1986, 51 Fed. Reg.

21099. EPA and the Massachusetts Department of Environmental

Protection ("DEP") are causing the Site to be remediated pursuant

to CERCLA and M.G.L. c. 21E.

7. Federal Pacific Electric Company, Inc. and Cornell-

Dubilier Electronics, Inc. ("Settling Defendants") have entered

into a consent decree with the United States and the Commonwealth

of Massachusetts in the consolidated civil actions captioned U.S.

V. Federal Pacific Electric^ Inc.^ et al. and Commonwealth of

Massachusetts v. Federal Pacific Electric, Inc.^ et al.. Docket

Numbers 92-11924-T and 92-12526-T (D. Mass.), respectively.

Under the terms of that consent decree (the "Consent Decree") ,

the Settling Defendants are conducting certain Response Actions

at the Site consistent With the ROD as Modified by the ROD

Amendment for the Site. Upon the completion of soil remediation

and the razing of the manufacturing building, Settling

Respondents intend to convert the Property to productive retail

use, such as an automobile auction facility or other use allowed

by the Town of Norwood that is consistent with the Institutional

Controls, as defined below. In recognition of the Town's

cooperation in developing the Property for beneficial reuse, the

Settling Respondents intend, subject to the Town's agreement and

approval, to donate to the Town an electric vehicle for Town use

with the goal of reducing vehicle emissions and promoting the use

of electric vehicles in the Commonwealth of Massachusetts, which

is a serious non-attainment area for ozone. The Settling

Respondents intend to coordinate Site preparation and

construction activities related to the intended reuse of the

Property, which activities comprise the Redevelopment Activities

set forth in Exhibit 5, with certain Response Actions being

undertaken by the Settling Defendants under the Consent Decree.

The Redevelopment Activities are being coordinated between the

Settling Respondents and the Settling Defendants in the following

manner: The Settling Respondents have submitted to the Settling

Defendants proposed modifications to the remedial design plans

that allow for the Redevelopment Activities to occur

simultaneously with Response Actions, so that upon completion of

certain of the Response Actions, the Property will be prepared

for commercial reuse. Pursuant to the terms of the Consent

Decree, Settling Defendants will have incorporated these plans

and the specific work activities related to them into their Final

Remedial Design Report/Remedial Action Work Plan (the "Plan") to

be submitted to EPA for review and approval. Upon approval of

the Plan by EPA, Settling Defendants will fund and conduct the

Response Actions contained in the approved Plan, and Settling

Respondents will fund and conduct all Redevelopment Activities.

8. The Parties agree to undertake all actions required by

the terms and conditions of this Agreement. The purpose of this

Agreement is to settle and resolve, subject to reservations and

limitations contained in Sections X (Certification), XI (United

States' Covenant Not To Sue), XII (Reservation of Rights) and

XIII (Settling Respondents' Covenant Not To Sue), the potential

liability of the Settling Respondents for the Existing

Contamination at the Site which would otherwise result from

Settling Respondents' becoming an owner or operator of the

Property.

9. The resolution of the Settling Respondents' potential

liability, in exchange for provision by the Settling Respondents

to EPA of a substantial benefit, is in the public interest.

10. Prior to receiving any financing, lending, purchase

money mortgage, or other funding. Settling Respondents shall

provide a copy of this Agreement to the financier, lender,

current owner, or other lending institution.

II. DEFINITIONS

11. Unless otherwise expressly provided herein, terms used

in this Agreement which are defined in CERCLA or in regulations

promulgated under CERCLA shall have the meaning assigned to them

in CERCLA or in such regulations.

a. "Effective Date" shall mean the effective date of

this Agreement, as defined in Section XX (Effective Date).

b. EPA shall mean the United States Environmental

Protection Agency and any successor departments or agencies of

the United States.

c. "Existing Contamination" shall mean any hazardous

substances, pollutants or contaminants, present or existing on or

under the Site as of the Effective Date of this Agreement.

d. "Grant Gear Decree" shall mean the consent decree

in United States v. The Grant Gear Works, et. al.. CA. No. 91

13381-Y (D.Mass.), between the United States and the defendants

Robert J. Hurley, and John F. Hurley, as Trustees of the Grant

Gear Realty Trust, and Grant Gear Works, Inc. entered by the

Court on July 22, 1992, including any subsequent amendment or

modification thereto or any superseding amended consent decree

approved by the Court.

e. "Groundwater Treatment Plant" shall mean the system

constructed on the Site on behalf of EPA and DEP to remediate the

groundwater at the Site as set forth in the ROD as Modified by

the ROD Amendment.

f. "Institutional Controls" shall mean: (i) the

covenants, conditions, and restrictions and other equivalent

requirements and controls developed pursuant to the Grant Gear

Decree and recorded with the Norfolk County Registry of Deeds as

required by the Grant Gear Decree (the Existing Grant Gear

Institutional Controls, attached as Exhibit 2 hereto); (ii) the

covenants, conditions, and restrictions and other equivalent

requirements and controls developed pursuant to the ROD as

Modified by the ROD Amendment (the Modified Institutional

Controls, attached as Exhibit 7 hereto); and (iii) the covenants,

conditions and restrictions and other equivalent requirements and

controls developed pursuant to any future record of decision or

action memoranda for the Site or the Property to ensure the

integrity and effectiveness of the Response Actions at or

pertaining to the Site.

g. "Parties" shall mean EPA, and the Settling

Respondents.

h. "Property" shall mean that portion of the Site

which is currently owned by Joseph Laham, including parcels

located at and adjacent to 921 Providence Highway and 65 Kerry

Place, Norwood, Massachusetts, as described by deeds attached as

Exhibit 3.

i. Redevelopment Activities shall mean those

activities described in Exhibit 5 that will be financed

exclusively by the Settling Respondents.

j. "ROD as Modified by the ROD Amendment" shall mean

the EPA Record of Decision relating to the Site signed on

September 29, 1989, by the Regional Administrator, EPA Region I,

as modified by the ROD Amendment relating to the Site signed on

May 17, 1996, by the Director of the Office of Site Remediation

and Restoration, EPA Region I.

k. "Response Action" shall mean "removal" or "remedial

action" as those terms are defined in Section 101 of CERCLA, 42

U.S.C. § 9601, including any Institutional Controls determined to

be necessary for the Property or Site.

1. "Section" shall mean a portion of this Agreement

identified by an upper case Roman numeral and "Paragraph" shall

mean a portion of this Agreement identified by an Arabic numeral.

m. "Settling Respondents" shall mean Joseph Laham,

individually, and 921, Inc. "Settling Respondent(s)" shall also

mean any person or entity to whom the rights, benefits and

obligations of this Agreement have been assigned or transferred

pursuant to Section XIV (Parties Bound/Transfer of Covenant) of

this Agreement.

n. "Site" shall mean the Norwood PCB Superfund Site,

located in Norwood, Massachusetts, generally bounded by and

including Meadow Brook to the north, and bounded by a residential

neighborhood to the west along Pellana Road, Route 1 to the east

and Dean Street to the south. The Site is generally depicted on

the map included as Exhibit 1 to this Agreement. The Site shall

include the Property, and all areas to which hazardous substances

and/or pollutants or contaminants, have been released.

o. "United States" shall mean the United States of

America, its departments, agencies, and instrumentalities.

III. STATEMENT OF FACTS

12. The Site is a "facility" as that term is defined in

Section 101(9) of CERCLA, 42 U.S.C. § 9601(9). Portions of the

Site, including the Property, contain soil contaminated with

hazardous substances such as poiychiorinated biphenyls ("PCBs").

Portions of the Site, including the Property, are also underlain

with groundwater contatminated with hazardous substances such as

volatile organic compounds ("VOCs"). A former manufacturing

building on the Property was contaminated with hazardous

substances such as PCBs. It has been demolished pursuant to the

Consent Decree and the demolition debris will remain at the Site.

The soil, groundwater, and former manufacturing building at the

Property, are currently being remediated as part of the Response

Actions for the Site, as described in the ROD as Modified by the

ROD Amendment.

13. Settling Respondents have recently purchased the

parcels comprising the Property, and intend to develop the

Property for a retail use. It is anticipated that the Settling

Respondents will cover and/or cap with asphalt the remaining

portions of the Property not requiring Response Actions under the

ROD as Modified by the ROD Amendment.

14. The United States, on behalf of EPA, is entering this

agreement with Settling Respondents as prospective "owners" or

"operators" of a facility within the meaning of Section 107(a)(1)

of CERCLA, 42 U.S.C. § 9607(a)(1).

15. Settling Respondents represent, and for the purposes of

this Agreement EPA relies on those representations, that Settling

Respondents' involvement with the Property and the Site has been

limited to potentially developing the Property for retail use.

None of these activities has caused or contributed to the release

or threatened release of hazardous substances under Section 107

of CERCLA, 42 U.S.C. § 9607.

IV. CONVEYANCE OF PROPERTY/NOTICE TO SUCCESSORS IN INTEREST

AND ASSIGNS

16. Within 15 days after the Effective Date of this

Agreement, the Settling Respondents shall record certified copies

of this Agreement and Exhibit 1 hereto with the Norfolk County

Registry of Deeds, Norfolk County, Massachusetts. Thereafter,

each deed, title, or other instrument conveying an interest in

the Property shall contain a notice stating that the Property is

subject to this Agreement.

17. At least 30 days prior to the conveyance of any

interest in the Property, including, but not limited to, fee

interests, leasehold interests, and mortgage interests, the

Settling Respondent conveying the interest shall give written

notice of this Agreement and the Institutional Controls to the

grantee and written notice to EPA of the proposed conveyance,

including the name and address of the grantee, and the date on

which notice of this Agreement and Insti1:utional Controls was

given to the grantee. Any conveyance shall be made consistent

with Section XIV (Parties Bound/Transfer of Covenant) and in no

event shall the conveyance release or otherwise affect the

liability of the Settling Respondents to comply with the

requirements of Section VI (Redevelopment Activities and Trust

Fund), Section VII (Work to be Performed), Section VIII

(Access/Institutional Controls), Section XVI (Document

Retention), Section XVII (Payment of Costs) and Section XXIII

(Contribution Protection), except as agreed to by EPA pursuant to

Paragraph 44. If the United States approves, the grantee may

perform some or all of th-a Work under this Agreemanc.

V. PAYMENT

18. In consideration of and in exchange for the United

States' Covenant Not to Sue in Section XI herein, Settling

Respondents agree to perform the Work described in Section VII

(Work To Be Performed) below and to pay to EPA the sum of $10,000

10

within ten days of the Effective Date. Settling Respondents

shall make all payments required by this Agreement in the form of

a certified check or checks made payable to "EPA Hazardous

Substance Superfund," referencing the EPA Region, Docket number,

and Site/Spill ID# 01-51, and DOJ case number 90-11-2-372E.

Settling Respondents shall forward the certified check(s) to EPA

Region I, Attn: Superfund Accounting, P.O. Box 360197 M,

Pittsburgh, PA 15251. Notice of payment shall be sent to those

persons listed in Section XVIII (Notices and Submissions) and to

Chief, Environmental Enforcement Section, Environment and Natural

Resources Division, U.S. Department of Justice, P.O. Box 7611,

Washington, D.C. 20044-7611.

19. Amounts due and owing pursuant to the terms of this

Agreement but not paid in accordance with the terms of this

Agreement shall accrue interest at the rate established pursuant

to Section 107(a) of CERCLA, 42 U.S.C. §9607(a), compounded on an

annual basis.

VI. REDEVELOPMENT ACTIVITIES M D TRUST FUND

20. The Settling Respondents acknowledge that certain

redevelopment activities as set forth in Exhibit 5 (the

"Redevelopment Activities") will be' incorporated into- the Final

Remedial Design Report/Remedial Action Work Plan so as to

accommodate the Settling Respondents' reuse of the Site.

Settling Respondents agree to finance all Redevelopment

Activities, and to assure that such Redevelopment Activities are

conducted in a timely and appropriate fashion so that they do not

11

interfere with the remediation process and so that they do not

affect the protectiveness or integrity of the Response Actions.

21. Within ten (10) days of the Settling Respondents'

signature of this Agreement, the Settling Respondents shall

present to EPA for approval a fully executed trust agreement (the

"Trust Agreement") establishing the Laham/921 Providence Highway

Trust (the "Trust") in the form attached as Exhibit 6 and shall

notify EPA of the identity and qualifications of the Trustee.

The Trust Agreement shall confer upon the Trustee powers and

authorities required or sufficient to finance the obligations of

the Settling Respondents to pay for all Redevelopment Activities.

Within ten days of EPA's approval of the Agreement, Settling

Respondents shall pay into the Trust Fund $594,000. Money paid

into the Trust by the Settling Respondents pursuant to this

Paragraph and Paragraph 23 shall be used solely to pay proper and

necessary expenses for the Redevelopment Activities. The Trust

assets may not be used to pay penalties and shall not be used to

pay attorneys' fees or other legal costs of the Settling

Respondents.

22. Settling Respondents shall provide EPA with written

:.iOi::,._ce at least tv/enty days in advance of any proposed change in

the Trust Agreement or of the Trustee. EPA, through its

acceptance of the terms and conditions of the Trust Agreement or

otherwise, does not guarantee the monetary sufficiency of the

Trust or the legal sufficiency of the Trust Agreement.

12

23. The Trust Agreement shall provide that the Trustee

shall, within thirty days of the Effective Date and every sixty

days thereafter, submit to EPA and the Settling Respondents

financial reports that include: (a) the estimated cost of the

remaining Redevelopment Activities (the "Estimated Cost of the

Remaining Redevelopment Activities") ; (b) a statement of the

remaining balance in the Trust; and (c) a statement whether the

remaining Trust balance exceeds the combined value of the

Estimated Cost of the Remaining Redevelopment Activities plus a

$54,000 contingency amount. Settling Respondents shall, within

ten days of issuance of the Trustee's report, deposit into the

Trust amounts sufficient to bring the level of the Trust balance

up to an amount that equals the combined value of the Estimated

Cost of the Remaining Redevelopment Activities plus the $54,000

contingency amount. Settling Respondents shall in any event make

payments to the Trust when and to the extent necessary, as

determined by EPA, to ensure the uninterrupted progress and

timely completion of the Redevelopment Activities as they relate

to the Response Actions. Within thirty days of EPA Certification

of Completion of the Settling Defendants' Remedial Action

pu.rsuant to section XIV of the Jonsant Decree, Settling

Respondents shall certify to EPA that all Redevelopment

Activities are complete. EPA shall have thirty days to identify

to Settling Respondents any remaining Redevelopment Activities

that require completion, which Settling Respondents shall

complete within thirty days of such notice or within any other

13

period of time agreed to by EPA. Once all remaining

Redevelopment Activities are certified complete by Settling

Respondents and acknowledged as complete by EPA, any money

remaining in the Trust Fund may be returned to the Settling

Respondents in accordance with the terms of the Trust Agreement*

VII. WORK TO BR PERFORMED

24. Settling Respondents agree to undertake, at their

expense, the removal or dismantling of the structure housing the

Groundwater Treatment Plant ("the Work") as set forth in greater

particularity in the Statement of Work ("SOW") attached as

Exhibit 4.

VIII. ACCESS/INSTITUTIONAL CONTROLS

25. Beginning on the day that Settling Respondents sign

this agreement, and continuing each day during their term of

ownership or lease. Settling Respondents shall grant, pursuant to

the terms of this Agreement, to EPA and DEP, their authorized

officers, employees, representatives, and all other persons

performing Response Actions on behalf of or under the oversight

of EPA or DEP, an irrevocable right of access at all reasonable

times to the Property and, to the extent access to such other

property is controlled by such Settling Respondents, ro any other

property to which access is required for the implementation,

operation and maintenance of Response Actions at the Site, or for

the purposes of performing and overseeing Response Actions at the

Site under federal law.

14

26. Notwithstanding any provision of this Agreement, EPA

retains all of its access authorities and rights, including

enforcement authorities related thereto, under CERCLA, the

Resource Conservation and Recovery Act, 42 U.S.C. § 6901, £t seq.

("RCRA"), and any other applicable statutes or regulations,

including any amendments thereto.

27. Subject to Section XIV (Parties Bound/Transfer of

Covenant), the Settling Respondents shall require that assignees

or any successors-in-interest, lessees, and sublessees of the

Property provide the same access and cooperation as is required

by this Agreement.

28. Settling Respondents acknowledge the existence of the

Existing Grant Gear Institutional Controls. Within ten days of

receiving an "as-built" drawing showing the location of Class A,

B, C, and D land at the Property as described in Exhibit 7

hereto. Settling Respondents shall file and record in the

Registry of Deeds, Norfolk County, Massachusetts, the Modified

Institutional Controls (including a grant of environmental

restrictions in the form of Exhibit 7 with the as-built drawing

appended). Prior to recordation of the Modified Institutional

Controls, 3e"ctling Respondencs shall not (i) perform, suffer, or

allow or cause any person to perform at the Property any of the

activities restricted by provisions l.A.(i), l.A.(ii), l.A.(iii),

and l.A. (iv) ("Restricted Uses") of Exhibit 7; (ii) perform,

suffer, or allow or cause any person to perform at the Property

any excavation, except as part of activities conducted pursuant

15

to the Final Remedial Design Report/Remedial Action Work Plan or

as otherwise approved in writing in advance by EPA; or (iii)

encumber the title to the Property in any way.

29. Before recording the Modified Institutional Controls,

Settling Respondents shall provide to the United States such

certification of title as EPA deems necessary to allow for the

United States' acceptance of the Modified Institutional Controls

as grantee. Settling Respondents shall notify EPA in writing

within ten days after Settling Respondents learn of any property

interest or encumbrance on the title to the Property that may

impair the validity or effectiveness of t:he Modified

Institutional Controls. If EPA determines, based on notice from

Settling Respondents or on any other information, that any

property interest or encumbrance on the title to the Property may

impair the validity or effectiveness of the Modified

Institutional Controls, Settling Respondents shall provide for

removal of such encumbrances or subordination of such interests

within., thirty days of receiving notice from EPA that such action

is required.

30. Any proposed modification by Settling Respondents of

the Institutional Controls shall require the approval of EPA, and

without limitation, the filing and recording in the Registry of

Deeds, Norfolk County, Massachusetts, of grant(s) of

environmental restrictions or declaration(s) or modifications of

declaration(s) of covenants, conditions, and restrictions that

run with the Property, setting forth the Institutional Controls

16

applicable thereto. The form and substance of any declaration(s)

or modifications of declaration(s) shall be those determined in

the sole and absolute discretion of EPA and shall be subject to

review and approval by EPA prior to filing. All such

declaration(s) or modifications of declaration(s) shall be

enforceable by the United States and shall provide that the

United States have the right to inspect the Property at

reasonable times and with prior notice (unless an emergency

situation exists), to assess compliance with the declaration(s)

or modification of the declaration(s).

31. Grant(s) of environmental restrictions, declaration(s)

or modifications of declaration(s) required to be filed pursuant

to this Agreement shall conform with state and local law in order

to create an enforceable property restriction that runs with the ,

land. Subject to Section XIV (Parties Bound/Transfer of

Covenant), if a question arises as to the enforceability of a

grant of environmental restrictions, declaration or modification

of a declaration under state or local law after the same has been

filed, the United States may require the Settling Respondents to

execute and record, or to use best efforts to secure, an amended

grant of environmental restrictions, declaration or amended

modification of a declaration that is enforceable under state and

local law.

IX. DUE CARE/COOPERATION

32. The Settling Respondents shall exercise due care at the

Site with respect to the Existing Contamination and with respect

17

to all Response Actions undertaken by EPA or the Settling

Defendants and shall comply with all applicable state and federal

laws and regulations. The Settling Respondents shall also comply

with all obligations needed to maintain the Institutional

Controls as well as all obligations under this Agreement relating

to Response Actions.

33. The Settling Respondents recognize that the

implementation of Response Actions at the Site may interfere with

the Settling Respondents' use of the Property, may require

modification of the Settling Respondents' construction design

and/or modification of the Settling Respondents' construction

plans and schedules, and may require temporary closure or

cessation of Settling Respondents' operations or a part thereof.

The Settling Respondents agree to cooperate fully with EPA, and

all other persons performing Response Actions at the Site under

EPA oversight, in the implementation of Response Actions at the

Site, and further agree not to interfere with such Response

Actions. EPA agrees, consistent with its responsibilities under

applicable law, to use reasonable efforts to minimize any

interference with the Settling Respondents' operations by such

entry and response. The Settling Respondents further agree that

they will promptly, and with EPA oversight, repair any damage

Settling Respondents-, their assignees, lessees and sublessees

cause to the cap, cover, ground water treatment facility, or any

building, pipeline, or other structure or equipment constructed

or operated as part of such Response Action. In the event the

18

Settling Respondents become aware of any action or occurrence

which causes or threatens a release of hazardous substances,

pollutants or contaminants at or from the Site that constitutes

an emergency situation or may present an immediate threat to

public health or welfare or the environment. Settling Respondents

shall immediately take all appropriate action to prevent, abate,

or minimize such release or threat of release, and shall, in

addition to complying with any applicable notification

requirements under Section 103 of CERCLA, 42 U.S.C. § 9603, or

any other law, immediately notify EPA of such release or

threatened release. EPA and Settling Respondents recognize that

pursuant to the Consent Decree (referenced in Paragraph 7,

above), the Settling Defendants have certain obligations to

undertake specified Response Actions with respect to the Site,

including emergency response pursuant to Consent Decree section

XV (Emergency Response). Nothing in this Agreement shall be

construed to relieve Settling Defendants of their emergency

response obligations pursuant to the Consent Decree. In the

event Settling Defendants fail to comply with such obligations,

EPA will take whatever enforcement actions, if any, that EPA

deems appropriate in i'cs sole discretion. In the event chat

Settling Respondents perform emergency Response Actions pursuant

to this Agreement that are within the Settling Defendants'

emergency response obligations pursuant to the Consent Decree,

Settling Respondents reserve their right to seek appropriate

relief from Settling Defendants. Nothing in this Agreement shall

19

be construed to require Settling Respondents to undertake any

obligation of Settling Defendants embodied in Consent Decree

section VI (Performance of the Work by Settling Defendants) or

Consent Decree section VII (Remedy Review).

X. CERTIFICATION

34. By entering into this Agreement, the Settling

Respondents certify that to the best of their knowledge and

belief they have fully and accurately disclosed to EPA all

information known to Settling Respondents and all information in

the possession or control of their officers, directors,

employees, contractors and agents which relates in any way to any

Existing Contamination or any past or potential future release of

hazardous substances, pollutants or contaminants at or from the

Site and to the Settling Respondents' qualification for this

Agreement. The Settling Respondents also certify that to the

best of their knowledge and belief they have not caused or

contributed to a release or threat of release of hazardous

substances or pollutants or contaminants at the Site. If the

United States determines that information provided by Settling

Respondents is not materially accurate and complete, the United

States' Covenant Not to Sue in Section XI, within the sole

discretion of the United States, shall be null and void and the

United States reserves all rights it may have.

XI. UNITED STATES' COVENANT NOT TO SUE

35. Subject to the Reservation of Rights in Section XII of

this Agreement, upon satisfactory completion of the Work

20

specified in Section VII (Work to Be Performed), upon recordation,

of the Modified Institutional Controls pursuant to Paragraph 28,

and upon payment of the amount specified in Section V (Payment),

the United States, on behalf of EPA, covenants not to sue or take

any other civil or administrative action against Settling

Respondents for any and all civil liability for injunctive relief

or reimbursement of response costs pursuant to Sections 106 or

107(a) of CERCLA, 42 U.S.C. § 9606 or 9607(a), with respect to

the Existing Contamination that may arise as a result of their

ownership or operation of the Property.

XII. RESERVATION OF RIGHTS

36. The covenant not to sue set forth in Section XI above

does not pertain to any matters other than those expressly

specified in Section XI (United States' Covenant Not to Sue).

The United States reserves and the Agreement is without prejudice

to all rights against Settling Respondents with respect to all

other matters, including but not limited to, the following:

a. claims based on a failure by Settling Respondents

to meet a requirement of this Agreement, including but not

limited to, Section IV (Conveyance of Property/Notice to

Successors in Interest and Assigns), Section V (Payment), Section

VI (Redevelopment Activities and Trust Fund), Section VII (Work

to Be Performed), Section VIII (Access/Institutional Controls),

Section IX (Due Care/Cooperation), and Section XVII (Payment of

Costs);

21

b. any liability resulting from the future release of

hazardous substances, pollutants or contaminants, at or from the

Site caused or contributed to by an act or omission of Settling

Respondents or any corporate successors;

c. any liability resulting from past or future

releases of hazardous substances, pollutants or contaminants at

or from the Site caused or contributed to by any act or omission

of Settling Respondents' successors, assignees, lessees or

sublessees;

d. any liability resulting from exacerbation Of

Existing Contamination caused by any act or omission of Settling

Respondents, their successors, assigns, lessees or sublessees;

e. any liability resulting from the release or threat

of release of hazardous substances, pollutants or contaminants,

at the Site after the Effective Date of this Agreement, not

within the definition of Existing Contamina1;ion;

f. criminal liability;

g. liability for damages for injury to, destruction

of, or loss of natural resources, including the reasonable costs

of assessing such injury, destruction or loss;

'h. liability for violations of local, state or federal

law or regulations; and

i. claims by the United States to modify Institutional

Controls as necessary to protect human health and the environment

pursuant to any future action memoranda or records of decision

for or pertaining to the Property or Site for implementation of

22

Response Actions (including, without limitation, design,

construction, operation, maintenance, monitoring, and use

restrictions).

37. With respect to any claim or cause of action asserted

by the United States, the Settling Respondents shall bear the

burden of proving that the claim or cause of action, or any part

thereof, is attributable solely to Existing Contamination and

based on Settling Respondents' ownership or operation of the

Property.

38. Nothing in this Agreement is intended as a release or

covenant not to sue for any claim or cause of action,

administrative or judicial, civil or criminal, past or future, in

law or in equity, which the United States may have against any

person, firm, corporation or other entity not a party to this

Agreement.

39. Nothing in this Agreement is intended to limit the

right of EPA to undertake future Response Actions at the Site or

to seek to compel parties other than the Settling Respondents to

perform or pay for Response Actions at the Site. Nothing in this

Agreement shall in any way restrict or limit the nature or scope

of Response Actions which may be caken or be required by EPA in

exercising its authority under federal law. Settling Respondents

acknowledge that they are purchasing property where Response

Actions are required.

23

XIII. SETTLING RESPONDENTS' COVENANT NOT TO .qiTF.

40. In consideration of the United States' Covenant Not To

Sue in Section XI of this Agreement, the Settling Respondents

hereby covenant not to sue and not to assert any claims or causes

of action against the United States including any department,

agency or instrumentality, and its authorized officers,

employees, or representatives with respect to the Site or this

Agreement, including but not limited to:

a. any direct or indirect claims for reimbursement

from the Hazardous Substance Superfund established pursuant to

the Internal Revenue Code, 26 U.S.C. § 9507, through §§

106(b)(2), 107, 111, 112, 113 of CERCLA, 42 U.S.C. §§ 9606(b)(2),

9607, 9611-9613, or any other provision of law;

b. any claim under CERCLA §§ 107 or 113, 42 U.S.C. §§

9607, 9613, related to the Site;

c. any claims arising out of response activities at

the Site, including claims based on EPA's implementation or

selection of Response Actions, oversight of Response Actions, or

approval of plans for such Response Actions;

d. any claims for costs, attorneys' fees, other fees,

or expenses incurred in connection with 'chis Agreement, including

claims under 28 U.S.C. § 2412 (including claims under the Equal

Access to Justice Act, as amended, 28 U.S.C. § 2412(d));

e. any claims under the United States Constitution or

the Tucker Act, 28 U.S.C. § 1491, including claims based on EPA's

oversight of or implementation of Response Actions, or approval

24

of plans for such Response Actions except where such claims arise

pursuant to the modification of Institutional Controls under

Paragraph 3 6.i; or

f. any claims or causes of action for interference

with contracts, business relations and economic advantage.

41. The Settling Respondents reserve, and this Agreement is

without prejudice to, actions against the United States based on

negligent actions taken directly by the United States (not

including oversight or approval of the Settling Respondents' or

Settling Defendants' plans or activities) or actions for breach

of this Agreement by the United States that are brought pursuant

to any statute other than CERCLA and for which the waiver of

sovereign immunity is found in a statute other than CERCLA or

RCRA, such as the Contract Disputes Act, 41 U.S.C. § 601 et seq.

Nothing herein shall be deemed to constitute preauthorization of

a claim within the meaning of Section 111 of CERCLA, 42 U.S.C. §

9611, or 40 C.F.R. 300.700(d).

XIV. PARTIES BOUND/TRANSFER OF COVENANT

42. This Agreement shall apply to and be binding upon the

United states on behalf of EPA, and shall apply to and be binding

on the Settling Respondencs, their officers, directors,

employees, and agents. Each signatory of a Party to this

Agreement represents that he or she is fully authorized to enter

into the terms and conditions of this Agreement and to legally

bind such Party.

25

43. The United States' Covenant Not to Sue (Section XI) is

non-transferrable except pursuant to this Section.

44. Except as provided in Paragraph 46, notwithstanding any

other provisions of this Agreement, all of the rights, benefits

and obligations conferred upon Settling Respondents under this

Agreement may be assigned or transferred to any other person only

with the prior written consent of EPA in EPA's sole discretion.

45. The Settling Respondents agree to pay the reasonable

costs incurred by EPA to review any requests for consent to

assign or transfer the obligations and benefits of this Agreement

relating to the Property.

46. At his option and without EPA approval, Joseph Laham may

transfer title to the Property along with the rights and benefits

conferred by this Agreement to 921, Inc. at any time without EPA

approval; however, any such transfer of title shall not limit or

reduce Joseph Laham's obligations as a Settling Respondent

pursuant to Section VI (Redevelopment Activities and Trust Fund);

Section VII (Work to Be Performed); Section XVI (Document

Retention); Section XVII (Payment of Costs); and Section XXIII

(Contribution Protection). In addition, Settling Respondents may

transfer the Property along with the rights and benefits

conferred by this Agreement to a third party assignee or

transferee without EPA approval if and only if the conditions set

forth in a. and b. below are satisfied:

a. Prior to transfer. Settling Respondents shall

either: (i) satisfy all obligations of Section VI (Redevelopment

26

Activities and Trust Fund); Section VII (Work to Be Performed);

Section VIII (Access/Institutional Controls); Section XVI

(Document Retention); Section XVII (Payment of Costs); and

Section XXIII (Contribution Protection); on (ii) Settling

Respondents shall transfer the Property while retaining legal

responsibility under this Agreement for satisfying any

outstanding obligations of Sections VI, VII, VIII, XVI, XVII and

XXIII; and,

b. Prior to the transfer, the assignee or transferee

provides to EPA its written consent to become a Settling

Respondent to this Agreement and to be bound by the terms of this

Agreement including, but not limited to. Section VIII

(Access/Institutional Controls), Section IX (Due

Care/Cooperation), Section X (Certification) and Section XIII

(Settling Respondents' Covenant Not to Sue). If and only if the

assignee or transferee satisfies the requirements of this

Paragraph and complies with all terms of this Agreement shall the

United States' Covenant Not to Sue set forth in Section XI be

effective as to such assignee or transferee. The provisions of

this Paragraph shall also apply to any subsequent assignment or

uransfer of any interest j./i the .ProparLy by persons other than

the Settling Respondents.

47. If any future lessee of the Property provides to EPA

its written consent to become a Settling Respondent to this

Agreeement and to be bound by the terms of this Agreement,

including but not limited to Section X (Certification) and

27

Section XIII (Settling Respondents' Covenant Not to Sue), and

such lessee complies with all terms of this Agreement, then the

United States' Covenant Not to Sue set forth in Section XI shall

be effective as to such lessee.

XV. DISCLAIMER

48. This Agreement in no way constitutes a finding by EPA

as to the risks to human health and the environment which may be

posed by contamination at the Property or the Site nor

constitutes any representation by EPA that the Property or the

Site is fit for any particular purpose.

XVI. DOCUMENT RETENTION

49. The Settling Respondents agree to retain and make

available to EPA all business and operating records, contracts.

Site studies and investigations, and documents relating to

operations at the Property, for at least five years following the

Effective Date of this Agreement, or until satisfactory

performance of the Work as set forth in Section VII (Work To Be

Performed), whichever is longer, unless otherwise agreed to in

writing by the Parties. At the end of this time period, the

Settling Respondents shall notify EPA of the location of such

documents and shall provide EPA with an opportunity ro copy any

documents at the expense of EPA.

XVII. PAYMENT OF COSTS

50. If Settling Respondents fail to comply with the terms

of this Agreement, Settling Respondents shall be liable for all

28

litigation and other enforcement costs incurred by the United

States to enforce this Agreement or otherwise obtain compliance.

XVIII. NOTICES AND SUBMISSIONS

51. Whenever, under the terms of this Agreement, written

notice is required to be given or a document is required to be

sent by one party to another, it shall be directed to the

individuals at the addresses specified below, unless those

individuals or their successors give notice of a change to the

other parties in writing.

As to EPA;

Remedial Project Manager

Norwood PCB Superfund Site

United States Environmental Protection Agency

Region I

JFK Federal Building

Boston, MA 02203

Re: 01-51

Director, Office of Environmental Stewardship

United States Environmental Protection Agency

Region I

JFK Federal Building (RCU)

Boston, MA 02203

Re: 01-51

As to Settling Respondents:

Joseph Laham

700 Providence Highway

Norwood, MA

XIX. OPPORTUNITY FOR PUBLIC COMMENT

52. EPA shall publish notice of the Agreement in the

Federal Register for a 30 day public comment period, after which

EPA may withdraw its consent to this Agreement if the comments

received disclose facts or considerations which indicate that

this Agreement is inappropriate, improper or inadequate.

29

XX. EFFECTIVE DATE

53. The effective date of this Agreement shall be the date

upon which EPA issues written notice to Settling Respondents that

EPA has fully executed the Agreement after review of and response

to any public comments received.

XXI. ATTORNEY GENERAL APPROVAL

54. The Assistant Attorney General of the Environment &

Natural Resources Division approves this Agreement pursuant to

the inherent authority of the Attorney General to settle claims

of the United States as delegated.

XXII. TERMINATION OF INSTITUTIONAL CONTROLS

55. If any Party believes that any or all of the

obligations under Section VIII (Access/Institutional Controls)

are no longer necessary to ensure compliance with the

requirements of the Agreement, that Party may request in writing

that the other Parties agree to terminate the provision(s)

establishing such obligations. The provision(s) in question

shall continue in force unless and until the Party requesting

such termination receives written agreement from all other

Parties to terminate such provision(s).

XXIII.. CONTRIBUTION PROTECTION

56. With regard to claims for contribution against Settling

Respondents, the Parties hereto agree that the Settling

Respondents are entitled to such protection from contribution

actions or claims as is provided by Section 113(f)(2) of CERCLA,

42 U.S.C. § 9613(f)(2), for Matters Addressed in this Agreement.

30

The Matters Addressed in this Agreement are all Response Actions

and costs incurred or to be incurred by the United States or any

other person for the Site with respect to the Existing

Contamination.

57. The Settling Respondents agree that with respect to any

suit or claim for contribution brought by them for matters

related to this Agreement they will notify the United States in

writing no later than 60 days prior to the initiation of such

suit or claim.

58. The Settling Respondents also agree that with respect

to any suit or claim for contribution brought against them for

matters related to this Agreement they will notify in writing the

United States within 10 days of service of the complaint on

Settling Respondents.

XXIV. EXHIBITS

59. Exhibit 1 is the map depicting the Site and the

Property.

60. Exhibit 2 is the Existing Grant Gear Institutional

Controls instrument.

61. Exhibit 3 consists of the deeds describing the parcels

that constiC^^c; u-̂.a r'lopercy.

62. Exhibit 4 is the Statement of Work for Demolition of

the Groundwater Treatment Plant.

63. Exhibit 5 is the List of Redevelopment Activities.

64. Exhibit 6 is the 921 Providence Highway/Laham Trust

Agreement.

31

65. Exhibit 7 is the Modified Institutional Controls

instrument.

IT IS SO AGREED:

FOR UNITED STATES ON BEHALF OF THE ENVIRONMENTAL PROTECTION

AGENCY:

Patricia Meaney / / Date Assistant Regional 'Admin;î trator U.S. Environmental Protection Agency,

Region I

J.F.K. Federal Building

Boston, Massachusetts 02203

Lois J. Schiffer Date




Washington, D.C. 2053 0

32

In the matter of Joseph Laham et al. — Agreement and Covenant

Not to Sue, Docket Number CERCLA 1-97-1044.

IT IS SO AGREED:

For: Joseph Lah

^ ^ y 9y ' ^ D a t e

For:

^ 7 - ^ ^ ' , P 7 Date

33

VICINITY MAP

659 tXHIBlT l

(ICOOCO

'«3iifCi.iccoufiry RESIST rroFOCZX cu»!*-M> 1 ^ 9 6 9 7 0 »nEir1|

UnnrtT. HANHON. nBSisxa

Notice of Institutional Controls under tha Comprehensive

Snvironaental Response, Compensation, and Liability

Act (CESCUi.) , Kl U.S.C. §9601 et, aeq-,

NOTICE OF INSTITUTIONAL CONTROLS IS HEREBY GIVEN by the owner of

reai prcperty in the Commonweaitih of Massachusetts (referred to

hereinafter as tihe "Property") , purchased by John F. Hurley and

Robert J. Hurley, Trustees of Grant Gear Realty Trust (the "Owner") ,

fron Jack Friedland, Leonard Friedland, and Harold Friedland, as

recorded by deed dated October 31, 1979, in Book 5670, page 30 at

>o

the Norfolk County Registry of Deeds, and described as Lot l of the

properiiy, as shown on a plan entitled "Plan of La.nd in Norwood,

Mass.", dated September 28, 1979, prepared by Norwood Engineering

ro

Co., Inc., filed as Plan 981 of 1979 of Plan Book 278 at the Norfolk

County Registry of Deeds.

WHEREAS, this Notice of Institutional Controls (the "Notice")

defines limitations and restrictions imposed on "owners and

operators" of tha Property, as those terms are defined under the

Comprehensive Environmental Response, Compensation, and Liability

j Act of 1980 (CERCLA), as amended^ 42 U.S.C. § 9601 et sea. This

Notice further describes the conditions, requirements and procedures

that suca ovi-nars and, cpera-crs nust follow in order to remove or

modify the covenants and restrictions imposed under this Notice or

1 take restricted action consistently therewith; and

WHEREAS, the Property is part: of a federal Superfund site which

e U.S. Environmental Protection Agency ("EPA"), pursuant to

action 105 of CERCLA, 42 U.S.C. § 9605, placed on the National

Priorities List, set forth at 40 C.F.R. Part 300, Appendix B, by

t - J

- 2

cublicaticn ir. the Federal Register on June 10, 1986, 51 Fed. Reg.

21099; and

WHEREAS, in a Record of Decision dated Septeaber 29, 1989 (the

"ROD"), the EPA Regional Administrator selected a remedial action

for the Site, with the concurrence of the Massachuserts Department

of Environmental Protection ("DEP"), which provides for the

following remedial actions:

1. Fencing of the Site.''

2. Excavation and dredging of soils, dredge pile materials'

and Meadow Brook sediments contaminated at levels

exceeding specified Cleanup Standards; treatment of the

contaminated materials to specified cleanup standards;

disposal of the treated, excavated and dredged

materials on the Site in designated disposal areas (the

"disposal areas"); and covering the disposal areas with.

iten inches of clean soil (the "soil cover").

3. Flushing, cleaning, containment, and/or replacement of

the roof surfaces and drainage system of the building

on the Property (the "Grant Gear building") as

necessary to attain specified cleanup standards in

effluent discharging from the drainage system to Meadow

Brook.

4. Decontamination by solvent washing to specified cleanup

levels of equipment, machinery and floor surfaces

within the Grant Gear building?

5. Collection and treatment of contaminated groundwater

until specified groundwater-cleanup standards are

attained.

7. Restoration of wetland areas adversely impacted by the

•̂ remedial action and ancillary activities;

8. Long-term environmental monitoring of groundwater,

soils, sediments at the Site, of effluent from the

building drainage system, and of surfaces within the

Grant Gear building.

9. Institutional controls (hereinafter referred to as

"covenants, conditions and restrictions") on use of t.'-.e

Property.

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WHZREAS, the Cvr.er has entarad into a Consent Decree with tha

United States, in Civil Acticn Mc. 91- l̂ '̂ glV, in the United States

District Court for the District of Massachusetts, which provides for

the Owner to record this Notice cf Institutional Controls with the

Norfolk County Registry cf Deeds. A description cf the Consent

Decree is Attachment 1 to this notice; a copy of the Conse.nt Decree

may be obtained hy writing the Office of Regional Counsel, U.S. E?A,

JFK Federal Building — ?JIC, Boston, MA 022C3, referencing Superfund

Docket Nc. 51 and the Civil Acticn Number.

NOW, THEHEFCRE, the C-7ier, for itself, its lessees, and its

successors and assigns (collectively tha "Owner") , does hereby

declare and covenant that the covenants, conditions and restrictions

hereinafter set forth shall be deemed to be to considered covenants,

conditions and restrictions ranning with the Property and that said

covenants, conditions and-restrictions shall be binding upon the

Owner, its successors and assigns, and shall inure to the benefit of

the United States, of America, which may enforce these covenants,

ccr.diticr.s and rsstricticns by rssor't to legal process if such

action becomes necessary. The Owner, for itself, its lessees, and

ts successors and assigns does further declare that any

\j edification to these covenants, conditions and restrictions shall

effective only upon the written approval of EPA, and after an

.tended Notice of I.nstitutional Controls approved by EPA is recorded

vit.-. the Norfolk County Registry of Deeds specifying which of the

http:Conse.nt

e.̂ .urzeratsd covenants, conditions cr restrictions is mcdified ar.d the

nature of the approved mcdificaticn.

Definition

As used in this Notice, the term "hazardous substances" .shall mean

any substance meeting the definition of: (i) "hazardous substance"

under Section 101(14) of CEPACIA, 42 U.S.C. § 9601(14); or (2)

"pollutant" or "contaminant" under Section 101(33) of CEPACIA, 42

U.S.C. § 9601(33).

Covenants, Ccnditicns and Restrictions

1. The following restrictions cn usa cf the Property by the

Owner are tart of tha remedial action selected for the Site in the

.ROD:

a. The Property shall never be developed for residential use.

b. Groundwater in the "zone cf contamination," as defined

.pursuant to the ROD during response actions at the Property, shall

never be withdrawn. "Groundwater wells shall not be installed,

except pursuant to a plam approved by EPA in accordance with the

procedure set forth in this Notice of Institutional Controls.

. c. Contaminated, untreated soils containing hazardous

substances which are both at or below the water table, and beneath

-.e Grant Gear building or paved areas on the property shall not be

sturbed, except pursuant to a plan approved by EPA in accordance

:h t.he procedure sat forth in this Notice of Institutional

lontrois.

d. The soils that cover the disposal areas as part of the

Xe- ial Action or ct.'ier ground ccveri.-g features of the remedy for

the Site shall not be disturbed cr modified in . ^...^

acticn shall be taken which shall disturb in any i.

integrity or effectiveness of the cover, including th .race of ^ ^ ^

cars, except pursuant to a plan approved by EPA in accordance with

the procedure set forth in this Notice of Institutional Controls.

e. Tha floor surfaces and subsurfaces of the Grant Gear

building shall not be disturbed by digging, drilling, excavation cr

other intrusive work, except pursuant to a plan approved by EP.A in

• accordance with the procedure set forth in this Notica cf

Institutional Controls.

f. Any portion of the Grant Gear building's drainage system,

that is contained as' part" of the Remedial Action shall not be

disturbed, except pursuant to a plan approved by EPA in accordance

with the procedure set forth in this Notica of Institutional

Controls.

g. No use or activity shall be permitted on any portion of

the Property which will disturb any of the remedial measures

implemented at the Site, including without lirtltation: systems and

areas to collect, contain, treat, and discharge groundwater; systems

or containment areas to excavate, dewater, store, treat, and dispose

of soils and sediments; and systems and studies to complete remedial

design, to monitor implementation of the remedial action, to provide

ong-term environmental monitoring of on-site groundwater, soils,

sed.ments and surfaces within the Grant Gear building, and to ensure

Ihe remedial action is effective in the long-term and protective of

.IU" health and the environment.

Proposals Tc Take Actions ?,estriotad by Thia Notice

2. Eefore taking any acticn restricted by Paragraphs l.b.

through l.f. of this Notice, the Owner shall obtain approval from:

EPA pursuant to Paragraph 4 of this Notice. In seeking such

approval, the Owner shall notify EPA in writing of the proposed

acticn as follows:

a. If the Owner intends to drill, dig or otherwise excavat.=:

any area, excluding the area within the Grant Gear building, not t;

exceed any of (i) 3 cubic yards of soil, (ii) a depth cf not gr=a—

than three feet, cr (iii) an area cf 1,000 square feet, the Owner

shall i.-clude in its written notice to EP.A the information descri^

in Paragraphs 3.a. through 3.d. of this Notice. If the Owner

intends to drill, dig or otherwise excavate any area within the

Grant Gear Building not to exceed (i) a depth of six i.nches, or (:_

a volume of 12 cubic inches, the Owner shall include in its writts

notice to EPA the information described in Paragraphs 3.a. thrcuc.t

3.d. of this Notice;

t.hrough l.f. of this Notice, hut riot subject to t.he procedures set

forth in Paragraph 2.a. above, the Owner shall include in its

written notice to EPA the information described in Paragraphs 3.a.

•hrough 3.h.

3- The Owner shall provide written notice of the following

.nf: mat icn to EPA as required by Paragraph 2 of this Notice:

a. The nature cf the acticn Owner proposes to undertake,

iir.g appropriate objectives, plans, specifications, schedule.

635

ccnstr'-cticn or other activities to be undertake.n in ordar to

inplement the proposed acticn;

b. The location, areal extent, and depth below the surface of

any proposed excavation, identification of all contaminated media,

and the volume of soils, sediments, wastewater, groundwater and

building structures that will be affected by such proposed action,

including the effect that such proposed action will have on soils,

sediments, wastewater, groundwater or building structures containing

hazardous substances;

c. A description cf all proposed actions and practices to be

implemented during the proposed action to prevent the release of

hazardous substances and. possible recontamination of all media, and

to ensure the continued effectiveness of any remedial measures

implemented at the Site as well as the protection of human health

and the environment;

d. A plan demonstrating how the proposed action will be

performed in compliance with all applicable laws or • regulations; and

e. A monitoring and sampling plan, including quality

assurance/quality control procedures, which (i) describes all

monitoring and analysis methodologies, detection limits and

parameters, (ii) describes all sampling locations, including a

vscription of how the" sampling locations were chosen, which will be

-plemented during and after the proposed action, and (iii) sets

orth a schedule indicating the submittal date(s) for the full

esu ts of all sampling and analysis conducted pursuant to the

;cr :ri-ng and sampling plan;

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f. A health a.nd safety plan;

g. If the proposed action involves the transfer of any

hazardous substance off-site, identificaticn cf the anticipated.

treatment cr disposal facility; and

h. The name and qualifications of the proposed contract.crr who

will perform the proposed action.'

Review, Approval and/cr Amendment cf Proposals

to Tajca Actions Restricted by This Notice

4. Upon recaipt of the notice of proposed action submitted

pursuant to Paragraph 2.a., E?-\ may approve or disapprove any

proposed actions as follows:

a. Aftar review of any proposed action submitted for aptmroval

pursuant to Paragraph 2.a., E?-\ shall, within t.hirty days of r=::=eipt

of the notice of proposed action, either: (1) approve the prt~osed

action; (2) disapprove the proposed action, notifying the ownarr or

operator of the reasons for disapproving the proposed acticn on- of

deficiencies in the. submission; or (3) inform the Owner of a

reasonable additional period of time which EPA requires to cet^rTsine

that EPA does not take one of the actions enumerated in (1) tn'.rough

(3) above within thirty days of receipt of the notice of propcosed

action, upon request of the Owner, EPA will issue a notica cf

•disapproval of the proposed action.

b. In disapproving any proposed action, EPA expressly ras^rves

the right to disapprove any of the plans or submittals iistsd in

?̂ graphs 3.a. through 3.d. or to disapprove cf the proposed action

b:jv

zr. the grounds that additional information is needed. If EP.\

disapproves any proposed action on the grounds that, additional

information is needed, the owner or operator may sxibmit for approval

suc.t additional information, including any plans or submittals

listed in Paragraphs 3.e. through 3.h. Upon receipt of" a notice of

disapproval with a notice of deficiencies, the Owner may correct the

deficiencies and resubmit the plan, report, or other item for

approval.

5. Upon receipt of the notica. of proposed action submitted

pursuant to Paragraph 2.b., EP.A shall approve cr disapprove any

proposed actions as follows:

a. After review of any prcposed acticn s'obmitted for approval

pursuant to Paragraph 2.b., EPA shall either: (1) approve the '

proposed acticn; or (2) disapprove the proposed action, notifying

the owner or operator of the reasons for disapproving the proposed

.action or of deficiencies in the submission. In disapproving any

proposed action, EPA expressly reserves the right to disapprove any

of the plans or submittals listed in Paragraph.s ?. .a., thrtugh l.h.,

including the proposed contractor discussed in Paragraph 3.h., or to

disapprove of the proposed action on the grounds that additional

information is needed. If EPA disapproves any proposed action on

•he grounds that additional information is needed, the owner or

jperator may submit for approval such additional information.

b. Following receipt by the Owner of a notice cf EPA approval

of ie proposed action, the Owner shall provide notice to EPA tsn-—

da- trior to the data on which tha Owner intends to csrform the

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proposed acticn of its intention tc comme.nca performance cf such

acticn.

c. Upon recaipt of a notice of disapproval with a nottice of

deficiencies, the owner may correct the deficiencies and resuibmit

the plan, report, or other item for approval.

Modification or withdrawal of Covena-mts,

Conditions and Restr-ictions

6. If information is generated which demcnstrames that th,a

Cove.nants, Conditions and Restrictions contained in this Ncti^ne may

be modified or withdrawn in whole cr in part consistent with the

public interest and the public purpose of protecting human haalth

and the environment, the owner may s'ubmit to EP-\ a proposal for.

modifying or withdrawing any Covenants, Conditions and Restri^-ctions.

After approval by EPA of any modification or withdrawal of

Covenants, Conditions and Restrictions, the Owner shall reccr-m an

Amended Notice of Institutional Controls, approved by EPA, with the

Norfolk County Registry of Deeds, Norfollc County, Hassachusetrts, as

previously stated on page 3 of this Notice.

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•7. The United States of America shall be entitled to enfo;rce

this Notice, any amended Notice of Institutional Controls, anry

notice of restrictions recorded to extend the terms of this Notice,

and the covenants, conditions and restrictions imposed herein by

bringing an action at law for damages, or in equity for injummtions,

cr ^ther proceedings under federal or state law, including CZIP.CLA,

fr the ourtose of curinc or correctinc a,.-:v violation cf tha tarns

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of this Notice. All costs and expenses of the United States,

including, but not limited to, attorneys' fees, incurred to cure or

correct any violation of the terms of this Notice shall be borne by

•the Owner. All remedies available hereunder shall be cumulative to

any and all other remedies at law or in equity. The United States

expressly reser"/es the right to enforce the covenants, conditions

and restrictions imposed herein as a failure to comply with the

terms of the Consent Decree in Civil Action No. 91-1 ŷ '?fV, in the

United States District Court for the District of Massachusetts.

Sspiraticn Date

3. Tha covenants, conditions and restrictions sat forth in this

Notica are established in the public interest and for tha public

purpose of protecting human health and the enviror.ment. These

restrictions are intended to be effective and enforceable under tbe

provisions of M.G.L. c. 184, § 26, et seq. The Owner or any

successors in title shall record a notice of restriction before the \

expiration of thirty (30) years from the. date of this Notice and ^

before the expiration of each succeeding twenty (2 0) year raricd,.

pursuant to M.G.L. c. 184, § 27, which notice or extension of

restriction shall extend the covenants, conditions and restrictions

of this Notice or an Amended Notice of Institutional Controls that

was approved by EPA, and shall be duly recorded in accordance with

the laws of the Commonwealth of Massachusetts.

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121 WIT̂ rzss WHZPÔF, Robert J. Hurley and John J. Hurley, as TInustees

of the Grant Gear Realty Trust, have caused this Notice to b= signed

in their names and on behalf of the Grant Gear Realty Trust.

Executed under seal this / 7 t ̂ day of C l o y j l ^ , 19£^

GRANTJ5SAR REALTY TRUST!

Robert J. Kurisv, a^

Trustee^ / .

By: \^M^ r \yy^yu^ C^hn z . Hurley, as Trustee ./ '

CCMMONWEALTH OF MASSACHUSETTS

:ounty of h n { L c \ K , ss.

On this 11 day of AvJA.̂ / 199i/ before me appeared Robert ~ . Hurley and John F. Hurle^, to me personally known, who, bein- by me duly swom, did say that they are the trustees of Grant Gear l>ealty Trust, that said instrument was signed on behalf of Grant Ges=Realty Trjst, that said Robert J. Hurley and John F. Hurley aira authorized to sign said instrunent on behalf of Grant Gear Re==.lty Trust, and said Robert J. Hurley and John F. Hurley acknowlecoêd said instrument to be the free act and deed of Grant Gear i^s-lty Trust. Witness my hand and official seal. /~x .-""'v ".•--'*—••./5.-.

Notary F̂ -oiic\ .j ^ \ jîj . : ' _-. -> ̂ : My commission expires^ ̂ •'- .\':'

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rue Foregoing « a tme copy of a J ^ ' ^ Q

recordad w,th Nor̂ oik Daeds. tXlham. Ma«.

(y Resfst«'

f - J ^

Attachment 1

to

Notioa of Institutional Controls under tha Comprehensive

Environmental Response, Compensation, and Liability

Act (C2SCLA) , 42 D.s

Documents

UNITED STATES ENVIRONMENTAL PROTECTION AGENCY cl' … · Gregg J. Wilson, Esq. Kutchin & Rufo, P.C. One Liberty Square Boston, MA 02109 . Re: Norwood Superfund Site Prospective Purchaser