United States
              Environmental Protection
              Agency
               Office of
               Solid Waste and
               Emergency Response
  3EPA
DIRECTIVE NUMBER:
                 9834.7-1A
              TITLE:  Interim Model CERCLA Section 122(g)(4) De Minimis
                    Waste Contributor Consent Decree and Administrative
                    Order on Consent

              APPROVAL DATE:  October 19, 1987

              EFFECTIVE DATE:  October 19,1987

              ORIGINATING OFFICE: OWE/OECM

              ® FINAL

              D DRAFT

                LEVEL OF DRAFT

                  O A — Signed by AA or DAA
                  0 B — Signed by Office Director
                  DC — Review & Comment

              REFERENCE (other documents): Document #9834.7
              Interim Guidance on Settlements with De Minimis Waste
              Contributors under Section 122(g) of SARA.
SWER        OSWER        OSWER
   DIRECTIVE    DIRECTIVE     Dl

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       45-EPA
           United States Environmental Protection Agency
                 Washington. DC 20460
OSWER Directive Initiation Reguest
                    1. Directive Number
                      9834.7-1A
                                   2. Originator Information
       Mame of Contact Person
       Bob Mason
                   Mail Code
                     WH-527
Office
 OWPE/OECM
Telephone Code
  382-4015
       3. Title
        Interim Model CERCLA Section  122(g)(4)  De  Minimis Waste Contributor Consent Decree and
        Administrative Order on Consent
       4. Summary of Directive (include brief statement of purpose)
       The purpose of this memorandum is to provide interim model lanaguage to assist the
       Regions in drafting de minimis waste contributor consent  decrees and administrative
       orders on consent under Section 122(g)(4)  of the Comprehensive Environmental Response,
       Compensation, and Liability Act of 1980,  as amended by the Superfund Amendments and Re-
       authorization Act of 1986, Pub. L. No.  99-499, 42 U.S.C.  9622(g)(4) ("CERCLA").
       5. Keywords
       oa. uoes i rtis Directive auperseae previous uirective(s)'.
       b. Does It Supplement Previous Directive(s)?
                                                      Yes
                                         What directive (number, title)
                                                      Yes   What directive (number, title) 9 8 3 4. 7
         iterim Model CERCLA Section 122(g)(4)- De Minimis Wa&te Contributor Consent Decree and
         .ministraEive Order on Consent  °   •. —r-      •   -..-	
        Pratt Level
           A - Signed by AA/DAA
             8 - Signed by Office Director
       C - For Review & Comment
          D - In Development
8.
Document
to
be
distributed
to
States by Headquarters? 1 A Yea


No
This Request Meets OSWER Directives System Format Standards.
9. Signature of Lead Office Directives Coordinator
& &L/&4JL' <•*£ // )c^€^^)
10. Name and Title of Approving OfficlaT
Date
So/2(,/$T?
Date
      EPA Form 1315-17 (Rev. 5-87) Previous editions are obsolete.
   OSWER           OSWER                OSWER               O
VE     DIRECTIVE          DIRECTIVE         DIRECTIVE

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                                                        9834.7-M
            UNITED STATES ENVIRONMENTAL PROTECTION AGENCY

                        WASHINGTON, O.C. 20460
                            OCT  i 9 1987
 MEMORANDUM
 SUBJECT
 FROM
TO:
Interim Model CERCLA Section 122(g)(4)  De Minimis
Waste Contributor Consent Decree and Administrative
Order on Consent
Edward E. Reich
Associate Enforc
          Gene A. Lucero
          Director, Offic
                            :ent Counsel for Waste
A,
                       te'Programs  Enforcement
Regional Counsels,  Regions I- -.."X
Regional Waste Management Division Directors,
  Regions I - X
 I.  PURPOSE

     The purpose of this memorandum is to provide interim model
 language to assist the Regions in drafting de minimis waste
 contributor consent decrees and administrative orders on consent
 under Section 122(g)(4) of the Comprehensive Environmental
 Response, Compensation, and Liability Act of 1980, as amended by
 the Superfund Amendments and Reauthorization Act of 1986, Pub. L.
 No. 99-499, 42 U.S.C. 9622(g)(4) ("CERCLA").  The attached models
 are designed to be usjed in conjunction with theQ|_Lnterim Guidance
 on Settlements withtDe Minimis Waste Contributors(under Section
 122(g) of SARA," whicF was issued on June 1.9, 198"7l and published
 at 52 Fed. Reg. 24333 (June 30, 1987).  The models do not percain
 to settlements with de minimis landowners under Section 122(g)(1)(B)
 of CERCLA, 42 U.S.C.^6Z2(g) (1) (B), which will be addressed by
 separate guidance.

     The attached models contain the basic legal and factual
 provisions necessary for a de minimis contributor settlement.
 While the specific language may be varied, consistent with che
 interim guidance, to suit the facts of the case and the timing
 of the settlement, use of the models will help the Agency to
 achieve quick, standardized, and nationally consistent de minimis
 contributor settlements without engaging in lengthy, resource-
 intensive negotiations.  The models may be revised after we have
 gained experience in drafting de minimis settlements and have
completed our review of public comments received on the interim
 guidance referenced above.                          I

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                                                        9834,7
•
II.  DISCLAIMER
     This memorandum and any internal procedures  adopted for  its
implementation are intended solely as guidance  for  employees  of
the U.S. Environmental Protection Agency.   They do  not  constitute
rulemaking by the Agency and may not be relied  upon to  create a.
right or a benefit, substantive or procedural,  enforceable at law
or in equity by any person.  The Agency may take  action at variance
with this memorandum or its internal implementing procedures.

Attachments

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                           ATTACHMENT 1                     7834. 7~



          INTERIM MODEL SECTION 122(tQ(4) CONSENT DECREE
UNITED STATES OF AMERICA,        )
                                 )
               Plaintiff,        )
                                 )      Civil Action No.
     v.                          )
                                 )      Judge
[INSERT NAME(S) OF DEFENDANT(S) ]  )
    '  '  •'      •.•:••••.     '    )
               Defendant(s)      )
                          CONSENT DECREEy

     [NOTE:  If the complaint concerns causes of action which
are not resolved by this document or names defendants who are
not signatories to this document, the title should he "Partial
Consent Decree."]

     WHEREAS, the United States of America, on behalf of the
Administrator of the United States Environmental Protection
Agency ("Plaintiff" or "United States")  filed a complaint on
[insert date] against [insert defendants' names] ("Defendants")
pursuant to [insert causes of action and relief sought, e.g. ,
Sections 106 and 107(a) of the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended
by the Superfund Amendments and Reauthorization Act of 1986,
Pub. L. No. 99-499, 42 U.S.C. 9606 and 9607(a) ("CERCLA") , and
Section 7003 of Resource Conservation and Recovery Act, as
amended ("RCRA") ,  42 U.S.C. 6973, seeking injunctive relief
regarding the cleanup of the [insert site name], ("Site") and
recovery of costs incurred and to be incurred in responding to
the release or threat of release of hazardous substances at or
in connection with the Site] ;

     WHEREAS, the United States has incurred and continues to
incur response costs in responding to the release or threat of
release of hazardous substances at or in connection with the
Site;

     WHEREAS, the Regional Administrator of the United States
Environmental Protection Agency, Region _^ ("Regional Admini-
strator") has determined that prompt settlement of this case  is
practicable and in the public interest;

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                                                       9834.7-/A


                              - 2 -


     WHEREAS, this settlement involves only a minor portion  of
the response costs at the Site with respect to each [insert
"Defendant" or "Settling Defendant" as appropriate];

     WHEREAS, Finsert the amount and toxicity criteria used  to
qualify for de minimis treatment under the particular settlement,
e.g., "information currently known to the United States indicates
that the amount of hazardous substances contributed to the Site
by each Settling Defendant does not exceed 	% of the hazardous
substances at the Site, and that the toxic or other hazardous
effects of the hazardous substances contributed to the Site
by each Settling Defendant do not contribute disproportionately
to the cumulative toxic or other hazardous effects of the
hazardous substances at the Site"];

     WHEREAS, the Regional Administrator has, therefore,  deter-
mined that the amount of hazardous substances contributed to the
Site by each Settling Defendant .and th'e--£o~xic or other hazardous
effects of the hazardous substances contributed to the Site by
each Settling Defendant are minimal in comparison to other hazar-
dous substances at the Site; and

     WHEREAS, the United States and the Settling Defendants agree
that settlement of this case without further litigation and with-
out the admission or adjudication of any issue of fact or law is
the most appropriate means of resolving this action;

     MOW, THEREFORE, it is ORDERED, ADJUDGED and DECREED as
follows:
                         I.  JURISDICTION

     This Court has jurisdiction over the subject matter and
the parties to this action.  The parties agree to be bound by
the terras of this Consent Decree and not to contest its validity
in any subsequent proceeding to implement or enforce its terms.


                        II.  PARTIES BOUND

     This Consent Decree shall apply to and be binding upon the
United States and shall apply to and be binding upon the Settling
Defendants, their directors, officers, employees, agents, succes-
sors and assigns.  Each signatory to this Consent Decree repre-
sents that he or she is fully authorized to enter into the terms
and conditions of this Consent Decree and to bind legally the
Party represented by him or her.

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                                                     ;  9854. 7 -

                              - 3 -                 »•

                                                     <
      (NOTE: .  It may be necessary to Include a Statement of
 Purpose and/or a Definitions provision.]             ^
                                                     !

                          III.  PAYMENT .

      1 .  Each Settling Defendant shall pay to the Hazardous
 Substance Superfund [insert as appropriate either: "the amount
 set  forth below" or "the amount set forth in Attachment _ to
 this  Consent  Decree, which is incorporated herein by reference,"]
 within _ days [insert small amount of time, e.g. ,  10, 30 or 45]
 of entry of this Consent Decree.
     ?.'.  [^OTE:  If a premium payment is included in the dollar
amount to be paid by each Settling Defendant, the Consent Decree
should explain what portion of the total payment compensates the
United States for past and proje'cted cpsts (Including possible
cost overruns) and what portion. of th-e total payment is the premium
amount.  Lists may be attached and incorporated by reference as"
needed.  A simple example follows:

     Of the total payment of 330,000 to be made by each Settling
Defendant pursuant to Paragraph 1  of this Section, $10,000 repre-
sents each Settling Defendant's share of the response costs
incurred by the United States to date and the projected costs,
including possible cost overruns,  of the remedial action consistent
with the Record of Decision ("ROD") for the Site (which currently
are estimated to be between $ _ and $ _ ), and $20,000 represents
each Settling Defendant's share of any costs which may be incurred
if EPA determines that the remedial action consistent with the
ROD is not protective of public health or the environment.]

[NOTE:  This model assumes that there will be only one ROD at
the site.   If multiple operable unit RODs will be issued at the
site, the decree must clearly identify which ROD is being refer-
enced and should be structured to take into account the additional
remedial action contemplated in, e.g. , the payment, covenant not
to sue, and reservation of rights provisions.]

     3.  Each payment shall be made by certified or cashier's
check made payable to "EPA-Hazardous Substance Superfund."  Each
check shall reference the site name, the name and address of the
Settling Party, and the civil action number of this case, and
shall be sent to:

               EPA Superfund
               P.O. Box .371003M
               Pittsburgh, Pennsylvania  15251

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                                                          9834 .7-


                              - 4 -
                                            i
                                            ^

     4.  Each Settling Defendant shall simultaneously send a  copy
of  its check to:                            \
                                            \
                [Insert name and address of Regional
                Attorney or Remedial Project Manager]


                       IV.  CIVIL PENALTIES

     In addition to any other remedies or sanctions available
to  the United States, any Settling Defendant who fails or refuses
to  comply with  any term or condition of this Consent Decree
shall be subject to a civil penalty of up to $25,000 per day  of
such failure or refusal pursuant to Section 122(1)  of CERCLA,
42  U.S.C. 9622(1).
             V.  CERTIFICATION OF SETTtHJG DEFENDANTS

                                                     ii
                                                       should
     [MOTE:  The following language regarding disclosure of
information concerning waste contributions to the site should
be used in cases in which the jde minim is settlement is concluded
prior to completion of PRP investigations, especially where
information requests or subpoenas have not been issued:
     Each Settling Defendant certifies that, to the best of its
knowledge and belief, it has provided to the United States all
information currently in its possession, or in the possession
of its officers, directors, employees, contractors or agents
which relates in any way to the ownership, operation, generation,
treatment, transportation or disposal of hazardous substances at
or in connection with the Site.]


                     VI.  COVENANT NOT TO SUE

     1.  Subject to the reservations of rights in Section VII,
Paragraphs 1 and 2, of this Consent Decree, upon payment of the
amounts specified In Section III, Paragraph 1, of this Consent
Decree, the United States covenants not to sue or to take any
other civil or administrative action against any of the Settling
Defendants for "Covered Matters."  "Covered Matters" shall  include
any and all civil liability for reimbursement of response costs
or for injunctive relief pursuant to Sections 106 or 107(a) of
CERCLA, 42 U.S.C. 9606 or 9607(a), and Section 7003 of RCRA,
42 U.S.C. 6973, with regard to  the Site.

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                                                         9834.7-/A
      2.   In consideration of. the United States' covenant not
 to  sue  in Paragraph 1 of this Section, the Settling Defendants
 agree not to assert any claims or causes of action against the
 United  States or the Hazardous Substance Superfund arising out
 of  Covered Matters, or to seek any other costs, damages, or
 attorney's fees from the United States arising out of response
 activities at the Site.
                   VII.  RESERVATION OF RIGHTS

     1.  Nothing in this Consent Decree is intended to be nor
shall  it be construed 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 of the Settling Defendants
for:                         .-.      .  - :  ;.
                            - *  " -       "'.~\ ~
          a)  any liability as a result of failure to make the
payments required by Section III, Paragraph 1, of this Consent
Decree;-, or

          b)  any matters not expressly included in Covered
Matters, including, without limitation,.1 any liability for damages
to natural resources.  [NOTE:  This natural resource damages
reservation must be included unless the Federal natural resource
trustee has agreed to a covenant not to sue pursuant to Section
122(j)(2) of CERCLA.-  In accordance with Section 122(J)(1) of
CERCLA, where the release or threatened release of any hazardous
substance at the site may have resulted in damages to natural
resources under the trusteeship of the United States, the Region
should notify the Federal natural resource trustee of the
negotiations and encourage the trustee to participate in the
negotiations.]

     2.  Nothing in this Consent Decree constitutes a covenant
not to sue or to take action or otherwise limits the ability of
the United States to seek or obtain further relief from any of
the Settling Defendants, and the covenant not to sue in Section
VI, Paragraph 1, of this Consent Decree is null and void, if:

          a)  information not currently known to the United
States is discovered which indicates that any Settling Defendant
contributed hazardous substances to the Site in such greater
amount or of such greater toxic or other hazardous effects that
the Settling Defendant no longer qualifies as a d_e minimis party
at the Site because [insert volume and toxicity criteria, e.g.,
"the Settling Defendant contributed greater than 	% of the
                                                    I

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                                                        9834.7-/A

                              - 6 -


hazardous substances ac che Site or contributed disproportion-
ately  to the cumulative toxic or other hazardous effects of the
hazardous substances at the Site"];

     [NOTE:  Unless a premium payment is being made under Section
til of this Consent Decree which compensates the United States
for taking the risk that the events noted in the reservations of
rights in Subparagraphs (b) and (c) below may occur,  those reser-
vations should be included.  A premium may be accepted in lieu of
one or both of the reservations of rights in Subparagraphs (b)
and (c) below:

          b)  costs incurred during the completion of the remedial
action [if ROD is completed, insert "consistent with the Record
of Decision"] at the Site exceed [insert dollar amount of cost
ceiling]; or

          c)  the United States -determines, based upon conditions
at the Site, previously unknown to the United States, or informa-
tion received, in whole or in part, after entry of this Consent
Decree, that the remedial action [if ROD is completed, insert
"consistent with the Record of Decision"] is not protective of
public health or the environment.]

     3.  Nothing in this Consent Decree is  intended as a release
or covenant not to sue for any claim or cause of action, admini-
strative or judicial, civil or criminal, past or future, in law
or in equity, which the United States may have against any person,
fira,  corporation or other entity not a signatory to this Consent
Decree.

     4.  The United States and the Settling Defendants agree that
the actions undertaken by the Settling Defendants in accordance
with this Consent Decree do not constitute  an admission of any
liability by any Settling Defendant.


                 VIII.  CONTRIBUTION PROTECTION

     Subject to the reservations of rights  in Section VII, Para-
graphs 1 and 2, of this Consent Decree, the United States agrees
that by entering into and carrying out the  terms of the Consent
Decree, each Settling Defendant will have resolved its  liability
to the United States for Covered Matters pursuant to Section
122(g)(5) of CERCLA, 42 U.S.C. 9622(g)(5),  and shall not be
liable for claims for contribution for Covered Matters.

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                                                          9834,7-//V
                   j  IX.  PUBLIC COMMENT

     This Consent Decree shall he subject to a thirty-day
public comment period.  The United States may withdraw its
consent to this Consent Decree if comments received disclose
facts or considerations which indicate that this Consent Decree
is inappropriate, improper or inadequate.


                       X.  EFFECTIVE DATE

     The effective date of this Consent Decree shall be the
date of entry by this Court,  following public comment pursuant
to Section IX of this Consent Decree.
The United States of America.  -     [-Th/e Settling Defendants]
                                       "~.i '

Hv: 	        By: 	



     SO ORDERED this 	 day of 	, 198_.
                                   Unltea States District Judge

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                                                          9834.7-/4

                           ATTACHMENT 2


 INTERIM MODEL SECTION I22(g)(4) ADMINISTRATIVE ORDER ON  CONSENT
 £M THE MATTER OF:                   )
                                    )    U.S.  EPA Docket No.
 [Insert Site Name and Location]      )
          •                          )
 Proceeding under Section 122(g)(4)  )    ADMINISTRATIVE ORDER
 of the Comprehensive Environmental  )         ON CONSENT
 Response, Compensation, and Lia-    )
 bility Act of 1930, as amended,      )
 42 U.S.C. 9622(g)(4)                )
                       I.
     This Administrative Order on Consent ("Consent Order")  is
issued pursuant to the authority veste.d in the President of  the
United States by Section 122(g)(4) of the Comprehensive Environ-
mental Response, Compensation, and Liability Act of 1980,  as
amended by the Superfund Amendments and Reauthorization Act  of
1986 ("CERCLA"), Pub. L. No. 99-499, 42 U.S.C. 9622(g)(4),  to
reach settlements in actions under Section 106 or 107(a) of
CERCLA, 42 U.S.C. 9606 or 9607(a).  The authority vested in  the
President has been delegated to the Administrator of the United
States Environmental Protection Agency ("EPA") by Executive  Order
12580, 52 Fed. Reg.  2923 (Jan. 29, 1987)  and further delegated
to the Regional Administrators of the EPA by EPA Delegation  No.
14-14-E (Sept. 13, 1987).

     This Administrative Order on Consent is issued to [insert
names or reference attached list of respondents] ("Respondents").
Each Respondent agrees to undertake all actions, required by  the
terms and conditions of this Consent Order.   Each Respondent
further consents to and will not contest EPA's jurisdiction  to
issue this Consent Order or to implement or enforce its terns.

     [NOTE:  It may be necessary to include a Statement of
Purpose and/or a Definitions provision.]


                     II.  STATEMENT OF FACTS

     1.  [In one or more paragraphs, insert site name, location,
description, NPL status and brief statement of historical hazar-
dous substance activity at the site.]               g

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                                                           9834,7-

                              - 2 -


     2.  Hazardous substances wi.chi.ri Che definicion of SecCion
101(14) of CERCLA, 42 U.S.C. 9601(14), have been or are chreacened
Co be released inco Che environmenC ac or from Che Sice.   [NOTE:
Addicional information abouC specific hazardous subscances  presenc
on- or off-sice may be included.]

     3.  As a result of Che release or Chreacened release of hazar-
dous subscances inco the environment, EPA has undertaken  response
action at the Site under Section 104 of CERCLA, 42 U.S.C. 9604,
and will undertake response action in the future.  [NOTE:  A brief
recitation of the specific response action undertaken or  planned
for the site, e.g., whether an RI/FS and ROD have been completed,
should be included.]

     4.  In performing this response action-, EPA has incurred and
will continue Co incur response costs at or in connection with the
Site.  [NOTE:  The dollar amount'of costs.;-incurred as of  a specific
date should be included.]   • • '  "-      " -.-.-•-

     5.  [Identify each respondent and its relationship to the
site.  If respondents are numerous, state generally that  "Infor-
mation cxirrently known to EPA indicates that each Respondent
listed on Attachment	 to this .Consent Order, which is  incor-
porated herein by reference, arranged for disposal or treatment,
or arranged with a transporter for disposal or treatment, of a
hazardous substance owned or possessed by such Respondent at the
Sice, or accepted a hazardous substance for transport to  the Sice."]

     6.  [In one or more paragraphs, present in summary fashion
the factual basis for EPA s determination in Section III  below
that the respondents are de minimis parties, i.e., that  the
amount of hazardous substances contributed to the site by each
respondent and the toxic or other hazardous effects of the
substances contributed to the site by each respondent are minimal
in comparison to other hazardous substances at the site.   The
language will vary depending upon the criteria established  for
the particular settlement.  An example follows:

     Information currently known to EPA indicates that the  anounc
of hazardous substances contributed to the Site by each Respondent
does not exceed 	% of the hazardous substances  at the Sice,
and Chat the toxic or other hazardous effects of  the subscances
contributed by each Respondent to the Site do not contribute
disproportionately to the cumulative  toxic or other hazardous
effects of the hazardous substances at the Site.   [NOTE:   An
attachment listing the volume and general nature  of the  hazardous
substances contributed to the site by each respondent, to the

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                                                            9834, 7-/A-

                               -  3  -


 extent  available,  should be attached and incorporated by reference.
 The total  estimated  volume of  hazardous substances at the site
 should  be  noted  on the attachment.]]

      7.   In  evaluating the settlement embodied in this Consent
 Order,  EPA has considered the  potential costs of remediating
 contamination at or  in connection  with the Site taking into
 account  possible cost overruns in  completing the remedial action
 fif ROD  is completed, insert "consistent with the Record of
 Decision for this  Site"], and  possible future costs if the
 remedial action  [if  ROD  is completed, insert "consistent with
 the Record of Decision for this  Site"] is not protective of
 public health or the environment,
                                                      %
      8.  Payments  required to  be made by each Respondent pursuant
 to  this  Consent  Order are a minor  portion of the total response
 costs at the Site  which  EPA, based upo/n: currently available infor-
 mation,  estimates  to be betwe'en-$	 ah'd>:-$_	.  [NOTE:  The
 dollar figure inserted should-  include the total response costs
 incurred to date as  well as the  Agency's projection of the total
 response costs to  be incurred  during completion of the remedial
 action at  the site.]

     9.  EPA has identified persons other than the Respondents
 who  owned  or operated the Site,  or who arranged for disposal or
 treatment, or arranged with a  transporter for disposal or treatment,
 of  a hazardous substance owned or  possessed by such person at the
 Site, or who accepted a hazardous  substance for transport to the
 Site.  EPA has considered the  nature of its case against these
 non-settling parties in evaluating the settlement embodied in
 this Consent Order.


                       III.  DETERMINATIONS

     Based .upon  the  Findings of  Fact set forth above  and on the
 administrative record for this Site, EPA has determined that:

     1.  The [insert site name]  site is a "facility"  as that term
 is defined in Section 101(9) of  CERCLA, 42 U.S.C. 9601(9).

     2.  Each Respondent is a  "person" as that term is defined in
 Section  101(21)   of CERCLA, 42  U.S.C. 9601(21).

     3.  Each Respondent is a  potentially responsible party within
 the meaning of Section 107(a)  and  122(g)(1) of CERCLA, 42 U.S.C.
9607(a) and 9622(g)(1).

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                                                            9834
                               -  4  -
      4.   The past,  present  or  future  migration of hazardous
 substances from the Site constitutes  an  actual or threatened
 "release" as that term is defined  in  Se.ction  101(22) of CERCLA,
 42 U.S.C. 9601(22).

      5.   Prompt settlement  with  the Respondents  is  practicable
 and in the public interest  within  the meaning of Section 122
 (*)(1) of CERCLA, 42 U.S.C.  9622(g)(1).

      5.   This Consent Order involves  only  a minor portion of the
 response costs at the Site  with  respect  to each  Respondent
.pursuant to Section 122(g)(1)  of CERCLA, 42 U.S.C. ,9.622(g) (1) .-

      7.   The amount of hazardous substances contributed to  the
 Site by  each Respondent and the  toxic or other hazardous effects
 of the hazardous substances contributed  to the Site by each
 Respondent are minimal in comparison, to lo.ther hazardous substances
 at the Site pursuant to Sect-ion-122(g5 O')'(A)  of  CERCLA, 42  U.S.C.
 9622(g)(1)(A).


                             -IV.  ORDER

      Based upon the administrative record  for this  Site and  the
 Findings; of Fact and Determinations  set  forth above, and in
 consideration of the promises  and  covenants set  forth herein,
 it is hereby AGREED TO AND  ORDERED:


                              PAYMENT

      1.   Each Respondent shall pay to the  Hazardous Substance
 Superfund [insert as appropriate either:  "the amount set forth
 below" or "the amount set forth  in Attachment 	  to this
 Consent  Order,  which is incorporated  herein by reference,"]
 within 	 days [insert small  amount  of  time, e.g., 10,  30  or
 45]  of the effective date of this  Consent  Order.

      2.   [NOTE:  If a premium  payment is included  in the dollar
 amount to be paid by each respondent, the  Consent  Order  should
 explain  what portion of the total  payment  compensates  EPA  for
 past and projected  costs (including possible  cost  overruns)
 and what portion of the total  payment is the  premium amount.
 Lists may be attached and incorporated by  reference as  needed.
 A  simple example follows:

      Of  the total payment of 330,000  to  be made  by each  Respondent
 pursuant to Paragraph 1 of  this  Section, $10,000 represents each
                                                     I

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                                                         9834.7-M

                               -  5  -


 Respondent's  share  of  che  response costs incurred hy EPA Co date
 and the projected  costs,  including possible cost overruns, of the
 remedial action  consistent  with  the  Record of Decision '("ROD")
 for this Site (which currently are estimated by EPA to be between
 S	 and S    ),  and 320,000  represents each Respondent's share of
 any costs which  may be incurred  if EPA determines that the remedial
 action  consistent with the  ROD is not protective of public health
 or the  environment.]

 [MOTE:   This  model  assumes  that  there will be only one ROD at the
 site.   If multiple  operable  unit RODs will be issued at the site,
 the order must clearly identify  which ROD is being referenced and
 should  be structured to tafce  into account the additional remedial
 action  contemplated in, e.g., the payment, covenant not to sue,
 and reservation  of  rights provisions.]

      3.   Each payment  shall  be- made -bjr certified or cashier's
 check made  payable  to  "EPA-Ha'zardous Substance Superfund."  Each
 check shall reference  the site name, the name and address of the
 Respondent, and  the EPA docket number for this action, and shall
 be  sent  to:

               EPA  Superfund-
               .P.O. Box 371003M
               Pittsburgh, Pennsylvania  15251

     4.   Each Respondent shall simultaneously send a copy of its
 check to:

               [Insert name  and address of Regional
               Attorney or Remedial Project Manager]


                         CIVIL PENALTIES

     5.   In addition to any other remedies or sanctions available
 to  EPA, any Respondent who fails or refuses to comply with any
 terra or condition of this Consent Order shall be subject to a
 civil penalty of up to $25,000 per day of such failure or refusal
 pursuant  Co Section 122(1) of CERCLA, 42 U.S.C. 9622(1).


                   CERTIFICATION OF RESPONDENTS

     6.   [MOTE:   The following language regarding disclosure of
 information concerning waste contributions to the site should be
used in cases  in which the de minimis settlements is concluded
prior to  completion of PRP investigations, especially where infor-
mation requests or subpoenas have not been issued:  I

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                              - 6 -


     Each Respondent certifies that, to the best of its knowledge
and belief, it has provided to EPA all information currently in
its possession, or in the possession of its officers,  directors,
employees, contractors or agents, which relates in any way to the
ownership, operation, generation, treatment, transportation or
disposal of hazardous substances at or in connection with the Site.l


                       COVENANT NOT TO SUE

     7.  Subject to the reservations of rights in Section IV,
Paragraphs 9 and 10, of this Consent Order, upon payment of the
amounts specified in Section IV, Paragraph 1, of this Consent
Order, EPA. covenants not to sue or to take any other civil or
administrative action against any of the Respondents for "Covered
Matters."  "Covered Matters" shall include any and all civil
liability for reimbursement of respohse--\,c:osts or for injunctive
relief pursuant to Sections 106 "or 107(a) of CERCLA, 42 U.S.C.  '
9606 or 9607(a), or Section 7003 of the Resource Conservation
and Recovery Act, as amended, 42 U.S.C. 6973, with regard to the
Site.

     8.  In consideration of EPA1 s covenant not to sue in Section
IV, Paragraph 7, of this Consent Order, the Respondents agree
not to assert any claims or causes of action against the United
States or the Hazardous Substance Superfund arising out of Covered
Matters, or to seek any other costs, damages, or attorney's  fees
from the United States arising out of response activities at the
Site.


                      RESERVATION OF RIGHTS

     9.  Nothing In this Consent Order is intended to be nor shall
it be construed as a release or covenant not to sue for any  clain
or cause of- action, administrative or judicial, civil or criminal,
past or future, at law or in equity, which  the United States,
including EPA, may have against any of the  Respondents for:

          a)  any liability as a result of  failure to make  the
payments required by Section IV, Paragraph  1, of this Consent
Order; or

          b)  any matters not expressly  included in Covered  Matters,
including, without limitation, any liability for damages  to  natural
resources.  [MOTE:  This natural resource damage reservation must
be included unless the Federal natural resource trustee has  agreed
to a covenant not to sue pursuant  to Section 122(j)(2) of  CERCLA.

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                               - 7 -


 In  accordance with Section 122(j)(1) of CERCLA, where the release
 or  threatened release of any hazardous substance at the site may
 have  resulted in damages to natural resources under the trustee-
 ship  of  the United States, the Region should notify the Federal
 natural  resource trustee of the negotiations and encourage the
 trustee  to participate  in the  negotiations.!

      in.   Nothing in this Consent Order constitutes a covenant
 not to sue or to take action or otherwise limits the ability of
 the United States, including EPA, to seek or obtain further relief
 from  any of the Respondents, and the covenant not to sue in Section
 IV, Paragraph 7, of this Consent Order is null and void, if:

          a) information not currently known to EPA is discovered
 which indicates that any Respondent contributed hazardous substances
 to  the Site in such greater amount or of such greater toxic or
 other hazardous effects that the Res-pandeiyt no longer qualifies
 as  a  de minimis party at the 'Si'ce becau'sT-e" [insert volume and
 toxicity criteria from  Paragraph 7 of the Findings of Fact, e.g.,
 "the  Respondent contributed greater than 	% of the hazardous
 substances at the Site  or contributed hazardous substances which
 contributed disproportionately to the cumulative toxic or other
 hazardous effects of the hazardous substances at the Site"];

      [MOTE:  Unless a premium payment is being made under Section
 IV, Paragraph 1, which  compensates EPA for the risk that the events
 noted in the reservations of rights in Subparagraphs (b) and (c)
 below may occur, those  reservations should be included.  A premium
 •nay be accepted in lieu of one or both of the reservations  in
 Subparagraphs (b) and (c) below:

          b)  costs incurred during the completion of the remedial
 action [if ROD is completed, insert "consistent with the Record
 of Decision"]  at the Site exceed [insert dollar amount of cost
 ceiling]; or

          c)  EPA determines, based upon conditions at the Site,
 previously unknown to EPA, or  information received, in whole or
 in part,  after entry of this Consent Order, that the remedial
action [if ROD is completed, insert "consistent with the Record  of
 Decision"] is not protective of public health or the environment.

     11.   Nothing in this Consent Order is intended as a release
or covenant not to sue  for any claim or cause of action, admini-
strative or judicial, civil or criminal, past or future, in  law
or in equity,  which the United States, including EPA, may have
 against any person, firm, corporation or other entity not a
signatory to this Consent Order.
                                                    I

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                                                        9834.7-/A

                              - 8 -


     12.  EPA and the Respondents agree that the actions  under-
taken by  the Respondents in accordance with this Consent  Order
do not constitute an admission of any liability by any Respondent.
The Respondents do not admit and retain the right to controvert
in any subsequent proceedings, other than proceedings to  implement
or enforce this Consent Order, the validity of the Findings  of
Fact or Determinations contained in this Consent Order.


                     CONTRIBUTION PROTECTION

     13.  Subject to the reservations of rights in Section IV,
Paragraphs 9 and 10, of this Consent Order, EPA agrees that by
entering  into and carrying out the terms of this Consent  Order,
each Respondent will have resolved its liability to the United
States for Covered Matters pursuant to Section 122(g)(5)  of
CERCLA, 42 U.S.C. 9622(g) (5) ,-arid shall; that be liable for claims
for contribution for Covered"Matters." -V1


                          PARTIES BOUND

     14.  This Consent Order.shall apply to and be binding upon
the Respondents and their directors, officers, employees, agents,
successors and assigns.  Each signatory to this Consent Order
represents that he or she is fully authorized to enter into the
terms and conditions of this Consent Order and to bind legally
the Respondent represented by him or her.


                          PUBLIC COMMENT

     15.  This Consent Order shall he subject to a thirty-day
public comment period pursuant to Section 122(i) of CERCLA, 42
U.S.C. 9622(1).  In accordance with Section 122(1)(3) of CERCLA,
42 U.S.C. 9622(i)(3), EPA may withdraw consent to this Consent
Order if comments received disclose facts or considerations which
indicate that this Consent Order is inappropriate, improper or
inadequate.

                    ATTORNEY GENERAL APPROVAL

     16.  The Attorney General or his designee has issued prior
written approval of the settlement embodied in this Consent Order
in accordance with Section 122(g)(4) of SARA.  [NOTE:  Attorney
General approval usually will be required for de minimis consent
orders because the total past and projected response costs at  the
site will exceed 3500,000, excluding  interest.   In the event that

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                               -  9  -


 Attorney  General  approval  is  not required,  the order should not
 include  this  Paragraph  16, but should  include  the  following as a
 separate  numbered paragraph  in the Determinations  section  (Section
 III)  above: "The  Regional  Administrator of  EPA,  Region _ , has
 determined  that the  total  response costs  incurred  to date at or
 in  connection with the  Site  do not exceed S500.000, excluding
 interest, and that,  based  upon information  currently known to EPA,
 total  response costs at or in  connection with  the  Site are not
 anticipated to exceed 3500,000,  excluding interest, in the future.
 Use of this determination  requires changes  to  the  model Findings
 of  Fact in  Section II above; specifically,  Paragraph 3 of  the
 Findings  should not  state  that further response  action will be
 underaken in  the  future, and Paragraph 4 of the  Findings should
 not state that SPA will incur  response costs  in  the future.]


                           EFFECT' I'VE PATE .;-..
                            .   ' .       '".t -
     17.  The effective date of  this Consent Order shall be the
 date upon which EPA  issues written notice to  the Respondents that
 the public  comment period  pursuant to Section  IV,  Paragraph 15,
 of this Consent Order has  closed and that comments received, if
 any, do not require modification of or EPA  withdrawal from this
 Consent Order.
IT IS SO AGREED AND ORDERED:


[Respondent(s) ]

3y:
           [Name]                                 [Date]


U.S. Environmental Protection Agency

By:	                  	
           [Name]                                 [Date]

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