UNITED STATES ENVIRONMENTAL PROTECTION AGENCY
                      MAR  7 I9SH
                                OSWER Directive Number 9833.0-la
MEMORANDUM

SUBJECT:  Guidance on CERCLA Section 106 (a) Unilateral
          Administrative Orders for Remedial Designs and Remedial
          Actions
FROM:   .  Don R. Clay, Assistant Administrator
        /yoffice of Solid Waste and Emergency Response
          James M. Strock, Assistant Administrator  _
          Office of Enforcement and Compliance Monitoring

TO:       Regional Administrators,
          Regions I-X

I.   Introduction

     This memorandum sets forth general principles  governing the
Agency's unilateral administrative order authority  for remedial
designs and remedial actions under section 106 (a) of the
Comprehensive Environmental Response, Compensation  and Liability
Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986 (CERCLA or Superfund).1  Policies and
procedures to be followed when issuing unilateral orders for
remedial actions are provided.

     The memorandum has the following sections:

     o    Introduction
     o    The Role of Unilateral Orders in the CERCLA Remedial
               Process
     'This memorandum 'and the forthcoming memorandum entitled
"Guidance on the Issuance of CERCLA Section 106(a) Administrative
Orders for Removal Actions," together supersede the September 8,
1983 "Guidance Memorandum on Use and Issuance of Administrative
Orders under §106(a) of CERCLA"  (OSWER Directive number 9833.0)
and the February 21, 1984 guidance on "Issuance of Administrative
Orders for Immediate Removal Actions" (OSWER Directive number
9833.1A).  Changes to the guidances are the result of statutory
amendments and evaluation of Agency experience.

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                               OSWER Directive Number  9833.0-la

      o    Legal Aspects of Section; 106 'Orders for Remedial
                Design/Remedial Action
                - Background Information about Section 106
                  Authorities
               ^- statutory Requirements of Section  106 *
          ".  \        .Administrative Orders  :
       1  "'   ' '" - Judicial Review of.-.Unilateral- ,
                     Orders/'  • •
   "   o    Possible Recipients of Unilateral Orders     .•*•'•,
      o -   Case Specific Considerations
                - Decision Whether to Issue an Order,-,
           ,     - Determining the~ Identity, of .tJieRespondents
      o '   Elements of "Unilateral^ Orders '• ••    ': '"',  "V
  •    o    Modification of Unilateral Orders  ^
      o    Procedures Relating to Issuing Unilateral Orders   >"
                -• Special'Wot ice •-'•Procedures   "  .'.V :-"<;• -
  ...       _'••-- "The "Conference '"' •''.'"  -   '      , .'••'"
 *. '•   o •   Specialized Forms and Use of Unilateral. Orders"
  •    o -   Continued Negotiation'. After .Issuance of'.an-Order
      o    Noncompl'iance with .Unilateral Orders
      o "•''•Note-on Purpose and Use of this Memorandum  -        '

      Appendix  A defines section 106 unilateral and  consent
orders, and  their judicial counterparts.       _  (  .,r-, -;;.  -•
     This memorandum applies to all CERCLA section  106  unilateral
orders, issued to compel Potentially Responsible  Parties,(PRPs)
to conduct  remedial designs ^and'remedial actions.   For a  -\  : .
discussion'of  settlement principles relevant to remedial,, act ions,
see the "Interim'.CERCLA Settlement Policy,* dated December 5,  ..
1984 (OSWER Directive*number '9835.0), also published  at' 5Q .PR,-. >:'
5034, February 5, 1985).   A guidance on the issuance of CERCLA .
§106(a)1 administrative orders, for removal'actions is  under •  -.- ..
development. ••    •'"•'."      "      .?>' ">-"v- • •'.' *•'
    .-.|.zThi> guidance does  not specifically address CERCLA remedial
action at federal facilities.  See the "Federal  Facility
Compliance Strategy"  (office of External Affairs, November 1988)
for information about CERCLA enforcement actions against Federal
facilities, and the  "Federal Facilities'Negotiation Policy,,"  ., ;»
(OSWER, August, 1989)'* ' .-r.^ -  '"'  -"-•"' V'"; ;"""'  "     '•  '•'       •-••'•  •
  ' \.'i-' '-"':'' -'• •      ""    <;---• '.'.'ci    " ''  :"     '          •  •      .J
   *•'_ '     ,      -•  •     ''.,.,'•-•*-         .           \
      For information on -CERCLA,enforcement practices  relating to
municipalities,  see  the "Interim ;Policy on CERCLA Settlements i :\
Involving-Municijpalities and Municipal" Wastes,"  • (December 6, •"
1989)' (OSWER Directive number 9834.13).        "             J   '

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                           .
                              OSWER Directive Number 9833. 0-la

 II.  The  Role  af Unilateral Orders in the CERCLA Remedial
      An objective of Superfund enforcement is to place ultimate
 responsibility  for the costs of cleaning up Superfund sites on
 those who contributed to the problem.  EPA prefers to obtain
 private-party response action through the negotiation of
 settlement agreements with parties willing to do the work.
 when  viable private parties exist and are not willing to reach a
 timely settlement to undertake work under a consent order* or
 decree, or prior to settlement discussions in appropriate
 circumstances,  the Agency typically will compel private-party
 response through unilateral orders.  If the PRPs do not comply
 with  the order, EPA may fund the response or may refer the case
 for judicial action to compel performance and recover penalties.

      Unilateral orders should be considered as one of the
 primary enforcement tools to obtain RD/RA response by PRPs.
 Unilateral orders can provide an incentive for .PRPs to settle,
 can help to control settlement negotiation deadlines, and can be
 used  to force commencement of work at the site when settlement
 cannot be reached.  Unilateral orders can also help to encourage
 the organization and coalescence of disorganized PRPs.  Because
 many  PRPs promptly comply with unilateral orders, they also help
 to conserve the limited funds available for government-financed
 cleanup.

      If PRPs do not comply with unilateral orders, the Agency has
 the flexibility to determine whether to perform a Fund-financed
 cleanup and seek to recover those costs from the PRPs through a
 judicial referral for cost recovery, punitive damages*,  and
 penalties.   The Agency also may prepare a referral for judicial
 enforcement action pursuant to section 106, to compel compliance
 and to exact penalties.  Regardless of the route the Agency
 chooses to take upon noncompliance with a unilateral order, PRPs
 remain potentially liable for the response action.  Federal
 courts can compel PRPs to conduct the response action and impose
 penalties.  If  the Agency chooses to clean up the site with the
 Fund,  at a minimum the PRPs will be potentially liable for cost
 recovery of the funds expended.  In addition, Federal courts can
     4CERCIA I107(c)(3)  authorizes punitive damages from one to
three time* the costs incurred by the Fund.

     5CERCLA section I06(b)(l) provides that "any person who,
without sufficient cause, willfully violates, or fails or refuses
to comply" with any order, may be fined up to $25,000 for each
day in which the violation occurs or the failure to comply
continues.

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                       .   ,    OSWER Directive Dumber 9833.0-la

compel PRPe to pay penalties, as veil as punitive damages of up
to three .times the costs incurred by the Fund.

     Regions should incorporate issuance of unilateral orders ~
into their site management plans consistent with the following
general principles.  First, in the context  :£ orders for RD
and/or RA, during the RI/FS, the Region should review the PRP
search to-ensure that it.is complete.  _       *  •     -   '- •• •

    - Second, apart from liability, the development of the-factual
basis for the response action required in the order should begin
during the RI/FS process.  When reviewing deliverables during the
RI/FS, a Region should always keep in mind that a unilateral
order nay need to-be issued on the basis- of the RI/FS.   The
Region should ensure that documents developed during the RI/FS
contain enough information to support all the findings necessary
to support issuance of a unilateral order, i.e., that because of
an actual release or threat of release of one or more hazardous
substances from a facility there may be an imminent' and  •
substantial endangerment to the public health or welfare or the
environment. It is important to pay particular attention to the
baseline risk assessment.  Baseline risk assessments provide an
evaluation of the potential threat to human health and the      *
environment in the absence of any remedial action.6  They provide,
a basis for determining whether*or not remedial action is  '
     6Before a unilateral order is issued, the results of any   ;*
health assessment issued by the Agency for Toxic Substances and
Disease ^Registry (ATSDR) also should be reviewed for consistency1
with the order.  Nonetheless, unavailability of, or the
possibility of differences with, an ATSDR health assessment
should not discourage issuance of a unilateral order.  ATSDR1s
assessments and EPA'a risk assessments are based 'on different
methodologies, with different purposes.   ATSDR*s health     ''
assessments.are preliminary assessments usually performed before'
the site remedial investigation has been  completed.  The'main
purpose of the ATSDR health assessment ia to determine if there
is a significant risk, to human health requiring steps to reduce
exposure eucb, as providing alternate water supplies or relocating
individual*.  ATSDR also uses the results of the health
assessment, to determine if additional studies such as
epidemiologies! studies or health surveillance,programs should be
performed.  Aa a result, the ATSDR health assessment and EPA's
risk assessment may reach different conclusions in some
circumstancea.  Where an ATSDR health assessment (done before the
decision document ia signed) appears to be different from EPA
risk assessment results, the difference should be addressed  in
the administrative record for the selection of the response
action.      '•'••-          "'                             • •  •

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                     ,  ,, -•••'*M>roswER-'birec<:iv* Number 9833.0-la

necessary and a justification for performing remedial action. .
They will also be used  to support imminent and substantial
endangerment findings in section 106 orders.  In addition, a
statement of work (SOW) may be included or referenced in the
order.

     The third general  principle to be followed is that the
issuance of unilateral  orders must be considered before a Fund-
financed response can proceed at a site. , Unilateral orders are
typically to be issued  at the end of the special notice period if
settlement is not reached at a site, an extension of negotiations
is not warranted, and the case meets statutory criteria and case
specific considerations set forth in this guidance.  Also,
unilateral 'orders should be issued routinely before cases are
referred to the Department of Justice (DOJ) under section 106.*
Unilateral orders can be used to establish a case for seeking
treble damages in the event of noncompliance by the PRP and where
the Fund is used to clean up the site.

     In cases where the Region decides not to issue a unilateral
order, prior to commencing a Fund-financed response, the Region
must prepare a written  justification explaining the decision not
to issue a unilateral order.   A copy of the justification oust
be kept in the Region's enforcement files.  Examples of instances
where adequate justification nay exist include those cases which
     7in such instances, the SOW is an integral part of a
unilateral order because it provides the detailed requirements .
for the development of  the RO/RA workplans and reporting
requirements.

     8See "Guidance on CERCIA Section 106 Judicial Actions,"
February 24, 1989  (QSW1R Directive number 9835.?}.

     9The Region should notify Headquarters in writing at least
two weeks prior to obligation of funds with the reasons for not
proceeding with a unilateral order.  The written explanation
should describe in general terms the reasons  for not going
forward with the order.  The written explanation should come  from
the Regional Waste Management Division Director (after
consultation with the Office of Regional Counsel) to the
Director, OWPE»  The Regions should also send a copy to the
Associate Enforcement Counsel, OECM-Waste.  Additional
information on procedures to follow where a Region decides not to
issue a unilateral order prior to commencing  a fund-financed
response may be issued  periodically.  See "Use of CERCLA Section
106 Unilateral Enforcement for Remedial Design and Remedial
Action:  strategy for Fiscal ₯ear 1990," February 14, 1990  (OSWER
Directive number 9870.1A.)

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                               OSWER Directive Number 9833. Q-la

do  not meet the statutory criteria,, .or, where" case'- specif ic-' •'.':
considerations for not issuing a unilateral order, exist :. "  ''  •-
Statutory criteria are discussed in section, III of this' guidance;
case specific considerations' are discussed in section V.  • -••

      The  site management plan should anticipate possible
noncompliance with the order,  and include a course. of action that
may be followed;   In, determining Whether to enforce, the
unilateral "order,  Regions should consider the. importance -of
maintaining section 106 judicial enforcement as a- credible threat
to  PRPs,  as well  as the availability of funds for .Agency''
response.    -,            ' *  \'     ,   ~ • •• .-  »•    ' •-•'  • '    • ,'" '"
'"ill.''  j^fgai' Requirements, _pf_ Section 106 Orders fgr Remed^aJ, ' '•' •
      ' Design/ Remedial Aetiop   '  •'•*• ' ,  '   ,    ,. ••.   •. •  .••'-•>
  '•        •           •   , ;       •' '••    '"'  "   "'*',.".-•''",•'   '" t  '
  ' * vj A) ' ' Background Information abojJt.-SjHij£ion. 106 Authorities ' ':
          r          •                ,   .    %  _   - •    *^
      Two  types of administrative 'orders under section 106 of
CERCLA may be  issued.  Consent orders may, be issued to formalize
.removal and, RI/FS settlements.  Unilateral orders may be issued'
to .compel a  party- to undertake conventional removal actions, •
RI/FS activities,  or RD/RA work where a settlement was  not  - '"
reached.*  Consent' orders  are not' within the scope of this'-."
guidance:12   See Appendix A 'for more detail on when consent
orders under section? 106  may be used,
     10This guidance should not be construed as limiting  in any  ,
way EPA's  enforcement discretion to issue 1106 orders.,

   ' * l1Ag*ncy policy favors use of consent order*, for RI/FSs.  '
See the  "Administrative Order on Consent for Remedial            :
Investigation/  Feasibility study," (OSWER Directive .number
9835.19).,  Y; -   ,  •  -   - •'->  ;     .~VT-"-/ '•-'•'   * -•'-!'"•'', '*

     12CERCLA |122(d)(1)(A) requires that Agency  agreements
entered  into under §122 with respect to remedial  action  must  be "
in. the form of  a consent decree, entered in the  appropriate
United states district court.   Other vehicles, including orders;
may be used for remedial design.  Se« "Initiation of PRP-financed
Remedial Design in Advance of consent Decree Entry," (November " .
18, 1988)  (OSWim Directive number 3835.4*2A).  .

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                          •  '" OSWER Directive Number 9833.0-la
                                              s

      B)   statutory Requirements of Section 106 Administrative
Qrde^g

  CERCLA section  106(a) provides as follows:

      In addition to any other action taken..., when the President
      determines  that there may be an imminent and substantial
      endangennent to the public health or welfare or the
      environment because of an actual or threatened release of a
      hazardous substance from a facility, he may require the
      Attorney General of the  United States to secure such relief
      as may'be necessary to abate such danger or threat....The
      President may also, after notice to the'affected State,
      take other  action under  this section including, but not
      limited to, issuing such orders as may be necessary to
      protect public health and welfare and the environment.

      Consistent  with the statute, administrative orders issued
under section 106 may be issued if a release or threat of a
release of a hazardous substance from a -facility may present an
imminent and substantial endangennent to public health, welfare,
or the environment.  The order must include findings on the
hazardous substance(s), the nature of the release or threat of a
release, the location of the  release [i.e., the location is a
"facility"], the nature of, and basis for the finding of, a
possible  imminent and substantial endangerment.

      It is important that the link between the release, the
possible endangerment, and the response action to abate the
possible endangerment mandated by the order, be clearly presented
in the order.  The findings of fact section should describe the
problem at the site and state that "the actions specified in the
ROD and required by this order will protect the public health,
and welfare, and the environment.11

      Finally, before an order may be issued, the affected State
must  be notified.'3  The statutory requirements of a section 106
order are described in more detail below.

      1)   qvidence of a Releaseor ThreatenedRelease of 3
          Hazardous Substance

      A "hatardbus substance"  is generally defined in CERCIA
section 101(14)  as any substance, waste or pollutant designated
     "section 106(a)  requires  notice  to the affected State
before issuing an administrative order.  See additional
discussion in this section, at 1(4),

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        ....    ,-;    •  .   .    , OSWER Directive Number 9833.Q-la

 pursuant to sections 3Q7(a) and 311(b){2>(A), of the Clean Water
 Act, section 112 of the Clean Air Act, or section 102 of CERCLA,
 any imminently hazardous chemical substance or mixture with  -
 respect to which the Administrator has taken action pursuant to
 section 7 of the Toxic Substances Control Act, or any hazardous
 waste having the characteristics identified under or listed
 pursuant to section 3001 of the Solid Waste Disposal Act....1*
 See 40 C.F.'R. Part.302 for a list of hazardous substances.15
                               ..*>."         ~          •,
     'Under CERCLA section 101(22),  "release" is defined as any
 spilling, leaking, pumping, pouring, emitting, emptying,
 discharging, injecting, escaping, leaching, dumping, or disposing
 into the environment (including the abandonment or discarding of
 barrels, containers, and other closed receptacles containing any
 hazardous substance or pollutant or contaminant).1*  The
 determination- of whether there is an actual or threatened release
 depends upon several considerations.  An actual release usually
 should be observable in some form,  whether visually or through
 analysis showing the presence of contaminants in samples of soil,
 water,  or air.   The threat of a re lease,-; however, involves
 releases that have yet to occur or find their way into the
 environment.  A surface impoundment that is about to overflow
 because of rain is an example of a threatened release.
      "CERCLA 8101(14) excludes from the definition of hazardous
 substancej   "...petroleum,  including crude oil or any fraction
 thereof which is not otherwise specially listed or designated as
 a hazardous substance under subparagraphs (A) through (F) of this
-paragraph,  and...natural gas,  natural gas liquids, liquified
 natural gas,  or synthetic gas usable for fuel (or mixtures of
 natural gas and such synthetic gas").

      15Note that this list is not the exclusive list of.hazardous
 substances.  Some RCRA [characteristic] wastes may not be listed
 in 40 C.F.R.  302, but would still be hazardous substances if they
 meet any of four, characteristic criteria under 49 C.F.R. 1261.20.

      1*Th« statute excludes some activities from the definition
 of a release. 'CERCLA §101(22) excludes from the definition of
 release "any release which results in exposure to persons solely
 within a workplace,  with respect to a claim which such persons
 may assert against the employer of such persons...i emissions
 from the engine exhaust of a motor vehicle, rolling stock,
 aircraft,  vessel, or pipeline pumping station engine; release of
 source, byproduct,  or special nuclear material front a nuclear,
 incident..."

                                 a

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                                    'Directive Number 9833. 0-la

      For RD/RA, the  release or threat of a release will have been
documented during the RI/FS,1  This  information must be
identified in reasonable detail  in. the order.

      2}   Evidence that the Release or Threatened Release ig
         ••. from a Facility

      The release or  threat of a  release must be from a
"facility."  A facility is broadly defined in CERCIA section
101(9) as;

      (A) any building,, structure, installation, equipment, pipe
      or pipeline (including any  pipe into a sever or publicly
      owned treatment works), well, pit, pond, lagoon,
      impoundment, ditch, landfill, storage container, motor
      vehicle, rolling stock, or  aircraft, or  (B) any site or area
      where a hazardous substance has been deposited, stored,
      disposed of, or placed, or  otherwise come to be located, but
      does not include any consumer product in consumer use or any
      vessel.                            •'               '

      When read together with CERCLA section 101(17) and (18),
this  definition includes any on-shore or off-shore sites, not to
exclude land transportation facilities, from which releases or
threats of releases  may originate.  The administrative order must
specify the physical location of the release.  This establishes
that  the release was from a facility.
     3 )   Evidence of a Pogsj^lie IffiffliflP^t and
     An endangerment  is a threatened or potential harm.  An
endangerment is imminent if the conditions that give  rise to  it
are present, even though the harm night not be realized  for
years.   An endangerment is substantial  if there  is reasonable
     '^Information  relevant  to the release or threat of release
documented during  the RZ/FS should be referenced  in the order,
and included in the administrative record for selection of  the
response action.

     !8B. y. Goodrich Co.  v. Murtha.  697 P. Supp.  89 (D. Conn.
1988) ; United States v. Conservation Chemical Co..  61f p. Supp.
162 (W.Q. Mo. 19S5)i United States v. Ottati and  Goaa. Inc.. 630
F. Supp. 1361 (D.  N.H. 1985) ,'  United Statea v.  Northeastern
Pharmaceutical and Chemical Co.  ("NEPACCO")»  579  P.  Supp. 823
(W.D. Mo. 1984), aff *d in pjur1;_andL rev*d in part  on other
grounds. 810 F.2d  726  (8th Cir.  1986),  cert,  den..  484 U.S. 1008
(1987)? United Statea v.  Reillv  Tar  & Chemical  Corp..  546 F.

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                              OSWER Directive Number 9833.o-ia


cause to "believe that someone or something may be exposed to a
risk of harm from "'a release or' threatened release.   This  - - '
statutory element has been judicially interpreted to require only
a limited showing.  The mere threat of ham or potential harm to
public health, public welfare, or the environment is
sufficient.20  The endangerment need not be immediate to be
imminent.             '.

     Courts have held that there may be an imminent and
substantial endangerment when:

   '  o    Numerous hazardous substances are present at, and being
          released into the environment from a site that is
          accessible to, humans and wildlife;         •   ••   "

     o    A relatively small quantity of hazardous substances
          that are toxic at low dosage levels are substantially
          likely to enter the groundvater and result in human and
          environmental exposure?

     o    Contaminated groundwater flows in the direction of a
          subdivision-using well water?

     o    Numerous hazardous substances have reached private
 .,  .      drinking water wells and have contaminated the
      '  .  groundwater and surface waters;             .
Supp. 1100 (D. Minn. 1982).            '

                   Chemical,  at 19i-96.
                    Chemical, 'at 175,  193-94;  fltt;at|. & Goss.  at
1394.-    '  '       '           .          :                     '"


     22MBPACgQ.  579  F.  Supp.  at 846.      -        .         " '   ,'!

     United statfifl v.  Sevmour Recycling Corp., 618 F. Supp. 1
(S.D. Ind. 1984).

     24United states v.  Hardaoc. 18 Env»t Rep.  Ca». (SNA) 1685
(W.D. Okla. 1982) . '

                                10

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                           /•"'•'•'OSWER  Directive Number 9833.o-la

      o     Numerous hazardous  substances are migrating from a
           facility and  have contaminated the soil and
           groundwater.

      The  above  list  is  far from exhaustive.

      For  RD/RA  unilateral  orders, the endangerment should have
been  documented in the  baseline risk assessment.  This risk
assessment should also  be  used to support the determination of a
possible  imminent and substantial endangerment.   No additional
resources should be  required  to support the finding of a possible
imminent  and substantial endangerment.

      The  possible imminent and substantial endangerment must be
set forth in the order.  It is useful to include findings in the
order which describe the potential or actual risk from the
concentration, levels detected in the release.  However, such
information is  not required in the order itself to establish a
possible  imminent and substantial endangerment.
                                        »*
      4)    Notice to  Affected  States

      CERCLA section  106(a) authorizes the Agency to issue such
orders as may be necessary to protect public health and welfare
and the environment, after giving notice to the affected State.2f
The affected State is interpreted to be the State where the     •  *
facility  is located, and in which the cleanup will be conducted.
Notice is usually given to the Director of the state's pollution
control agency.  For the RD/RA, circumstances generally permit
written notification to the-.State prior to issuing the unilateral
           Ottati  and Goaa.  630 P.  Supp.  1361.

     26See  the  guidance "Risk Assessment  Guidance for Superfund."
As updated, this  guidance presently consists of  the  following two
volumes:   the  "Human Health  Evaluation Manual,1*  (October  1989)
(OSWER Directive  number 9285.7-ola),  and the "Environmental
Evaluation Manual,"  March 1989 (OSWER Directive  number 9285.7-02)
[EPA/540-1-89/001].   See also the  "Interim Final Guidance on
Preparing  Stiptrfund  Decision Documents,** June  1989,  {OSWER
Directive  number  9355.3-02).
              »
     27CERCLA |101(2?)  defines State to  include "the  several
States of  the  United States,  the District of Columbia,  the
Commonwealth of Puerto Rico,  Guam, American Samoa, the United
States Virgin  Islands,  the commonwealth  of the Northern Marianas,
and any other  territory or possession over which the United
states has jurisdiction."  It is EPA  policy to give  Indian tribes
equivalent notification.

                                11

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                              OSWER Directive Number 9833.0-la

 order.':  In the .event that verbal notice, is given, a-telephone
 conversation  log-should be retained.

     C)  Judicjf^ Review of Unilateral .Orders

     CERCLA precludes PRPs from initiating court proceedings to
 challenge a unilateral order'upon receipt.  Under CERCLA section
 113(h),  courts may review section 106 orders only when the Agency
 seeks.to enforce the order, the Agency  seeks penalties for'
 violation of  the order, or the PRPs seek reimbursement from EPA
 of  response costs incurred after compliance with the order.28
 Therefore, if PRPs refuse to comply with a unilateral order, the
 Agency may use the Fund to clean up the site, without first
 defending its actions in court, .             ;

     Once -in  a court proceeding where the validity of the order
 is  properly at-issue, section 113(j)(l)  of CERCIA provides that
 judicial review of any issues concerning the adequacy of any
 response action is limited to the administrative record.  The
 Agency already will have compiled the administrative record for
 the selection of the remedy.  This record will include
 information on the release, the possible endangerment, and the
 response action required.     ,         -   •

 IV.  Possible Recipients of Unijtafcegal-Orders .            • .

     CERCLA section 106 does not specify the parties to whom an
 order may be  issued.  Under section 10?(a), parties liable under
 CERCLA are:      . '                f           •      •

     (1) the  owner and operator of a vessel or a facility;  (2) ..
     any person who at the time of disposal of any hazardous
     substance owned or operated any facility at which such
     hazardous substances were disposed of;  (3) any person who by
     contract, agreement, or otherwise  arranged for disposal or
     treatment of hazardous, substances...; and (4) any person'who
     accepts  or accepted any hazardous  substances for transport
     to  disposal or treatment facilities, incineration vessels or
     sites selected by such person....

     These parties may receive a section 106 order.  However,
section  10* dees not limit issuance of  orders to these PRPs.  In
appropriate cases, unilateral orders may be issued to parties
other than those specified in section  107(a), if actions by such
     28Section 113(h) also  allows  judicial  review in th« context
of §107 cost recovery actions, §310 citizen suits,  and  $106
injunctive action.                                   •
                                12

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                              QSWER Directive Number 9833.o-la

parties are necessary to protect the public health, welfare, or
the environment.  For example, a unilateral order may be issued
to the owner of land adjoining the site, to obtain site access.29
A unilateral order also may be issued to prevent a non-pRP from
interfering with a response action.

      The order generally should specify that each of the PRPs
named as respondents is jointly and severally liable to carry out
all obligations imposed by the order unless there is a clear
divisibility of harm at a site.  The Agency typically will not
allocate work required by the unilateral order among the
respondents.  For example, an order can require multiple PRPs to
perform all activities required by the order, as well as require
the submission of one consolidated work plan from all
respondents.  The order should specify that the failure of one or
more of the respondents to comply with all or any part of the
order shall not in any way excuse or justify noncompliance by any
other respondent.  In the limited context of mixed .work or carve-
out orders (see section IX of this guidance), it may be
appropriate for certain parts of a response action to be included
in a settlement and other parts of a response action to be
included in an order.

V.   Case Specific Considerations

     A.  Decision Jfoether to issue	afl Order

     In addition to the statutory requirements of unilateral
orders described above, additional factors need to be considered.
When the. statutory requirements -for issuing unilateral orders are
present, unilateral orders should be issued to parties who meet
the following criteria.
     2 Usually, the Agency uses  the broad access  authority  in
§104(e), but has also been successful under §106 as well,  see
{UiU.Ggodri^fo gof v, Ifurth.a.. 697 P, Supp. 89  (D. Conn. 1988).
(The court upheld EPA's use of  a 106(a)  order to obtain site
access, stating that section 106 "is broadly  worded to authorize
all relief 'necessary to abate  [the] danger or threat.1 There is
no express restriction on the nature of  the relief authorized
except as equity and the public interest may  require.") 697 F.
Supp.  at 94.

     30Note, however, that much  of this guidance  pertains to PRPs
and may be inapplicable to orders issued to non-PRPs.

     3tHot all of the criteria apply to parallel  unilateral
orders, which, are described generally in section IX.

                                13

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                              OSWER Directive Number 9833. 0-la
        r                                     *

      1) Evidence  fehat the Parties are Liable38   '       '  .   '  -.'
   "\  *             "         -          ,           ,
     Unilateral orders should be  issued baaed upon adequate
evidence of the PRP!s liability.3  Evidence  sufficient to
support the liability of each PRP named as a respondent needs to
be  in EPA's possession.  PRP searches, including section 104 (e)
information requests, should establish PRP liability prior to the
RO/RA stage.   The  PRP : search should be supplemented as needed
during" the RI/FS.   A unilateral order may be amended to include
additional PRPs after further evidence has been developed.   ".
                                  N.             *
     2 )  PRPs are Financially Viable   '      ' .  '    ' \ . '' '  .  .

     The financial  viability of PRPs  should  be considered before
an order is issued.  , EPA  should  have a reasonable belief that
the PRPs collectively have adequate  financial resources before
the Agency issues an' order that directs then to conduct the
remedial action.  Once a decision to  issue an order is made, it.
may include PRPs who have modest  means or an unclear financial
posture, especially where such PRPs  contributed considerable  ;> .
amounts of hazardous substances to  the site.  Generally, .the : -.
order should not include PRPs that  lack any substantial
resources, unless the activities  required of those , persons do not
involve expenditures of money (e.g./  providing access).
     ^Unilateral  orders  may also be -issued' to parties other than:
those listed in §107 (a).  See discussion  in section  IV.

     3JThe order should state the facts relating to PIP        •- -.
liability.  The extent of detail necessary may be  determined on a
case-by-case basis by  the Region.   (It should also be noted that
liability of a particular person is not required for the Agency
to issue an order to that person.   An . example of this is an order
to obtain access.  See discussion in section  IV above.)   "   v   - •
         ifl important  that  the early requests for information
concerning FflPs be developed fully to support liability under.
§107 of CERCLAi  Se« the  "PRP  Search Supplemental Guidance  for
sites in the) Super fund Remedial  Program," June 29,  1989  (OSWER
Directive number 9835.7) .

     35See 'the February 24 ,  1989 "Guidance on CERCIA Section 106
Judicial Actions," (OSWER Directive  number  9835.7)  for a  listing
of sources that may be consulted when determining the  financial
capability of PRPs.                                -

                                14

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                        ,.,  ,;.;»- QSW1R  Directive Number 9833. 0-la
                                              -*

      3)   Tilt  Response  Action  Is  Specifically Id
      Unilateral  orders  should  specifically define the response
 action retired,  to  the maximum  extent possible.  A specifically
 identified  response  action  is  required for implementation by the
 PRPs,  for; the Agency to determine  compliance,  and for the order
 to be legally enforceable.   For  RD/RA actions, the order should
 reference the ROD and specify  a  schedule of deliverables.  Often,
 the order should  also include  a  statement of work.

      4)   PJPS _havgj.achnical Capability and J^aency Overs iaht is
          feasible

      The  technical difficulty  of response actions should be
 considered  before issuing unilateral orders.   In certain
 circumstances, EPA may  conclude  that the PRPs  are unlikely to
•properly  perform  the RD or  RA, even with good  oversight.  In this
 context, .it may be appropriate to  fund the design.  In  addition,
 in some instances EPA may fund the remedial action.
     B)  Pftermlningi the._ Xgen.tj^y qf tne- Respondents

     In general, present owners and operators and viable past
owner (s) and operator (s) of the site at  the time of disposal
should be named as respondents.  At a minimum, the present owners
and operators must provide access.  The  Agency vill also
generally consider naming parties who arranged for disposal or
treatment of hazardous  substances.  When there ar* multiple PRPs,
the Agency may consider the aggregate volume  (percentage of
total) and aggregate financial viability of all the PRPs to be
named.   When evaluating whether  to name an  individual PRP  in  an
order, the PRP's contribution to the site  (volume and nature of
substances) , and financial viability should be considered.  The
Agency should consider  naming the largest  manageable  number of
parties.  Relevant evidentiary concerns  must also be  considered
when deciding which PRPs to name in an order.  In addition,
consideration should be given to whether potential
            there  are multiple PRFs,  the fact that they havi
formed some type of PRP organization  will not affect their
individual liability.

                                15

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                               QSWER Directive Number  9833.0-la

 respondents  will .have  a  valid "sufficient cause"  defense*'7 or a
 section 107(b)  defense.    Parties who would clearly have a valid
 defense to an EPA  action following the parties'  failure  to
 comply should not  be named in the unilateral order.

 VI:   Elements of Unilateral Orders       '     '    '..*"•

   .   The following elements should be included in unilateral" "
 orders-.   The contents  of several  Jcey provisions  are discussed''
 below.5'             >  '  •                        ...'.-

    .o  Introduction and Jurisdiction
      o  Findings of Fact
      o  Conclusions of Law and Determinations              ...
     --"o  Notice to :the  State , •          .        - ••  '    ''.','.,
    ^ p • Order " '';      - lf\..    • .      •          • •   /  •"".',.,*.
   ' -s 6- . Definitions   '•'•-;:     -  • •      •     „',"-?.   .•"-•'.-.
      o  Notice of  Intent to Comply
• •'    o  Parties Bound    ,-            '     '
      o  Work to Be Performed            ...
      o  Failure to Attain Performance Standards
      o  EPA  Periodic Review
      o  Endangerment and Emergency Response
      o  EPA  Review of  'Submissions     »       •           '
      o --Progress Reports
      o  Quality Assurance,  Sampling and Data Analysis
      o  Compliance with  Applicable Laws
      o  Remedial Project Manager
     .**            - •   :                                          j
      More  information  about the sufficient cause defense will
be discussed in the  forthcoming  Interim Guidance on Enforcement
of CERCLA Section  106(a) Administrative Orders  Through Section
107(c)(3) Treble Damages and Section  106(b)(I)  Penalty Actions.  ,

     "CERCLA 107(b)  lists  several defenses to CERCIA liability
for a PRP who can  establish  by a preponderance  of the evidence
that the release or  threat of release of a hazardous substance
was caused  solely  by (1) an  act  of God; (2)  an  act of war; (3) an
act or oniesion of a third party other than that which occurred
in connection with a contractual relationship,  if due care was
exercised and certain precautions against foreseeable acts or
omissions taken; or  (4) a  combination of these  defenses.

     39A  §106 model unilateral order for remedial designs and
remedial actions is  under  development. See the  "Model Unilateral
Administrative Order for Remedial Design and Remedial Action,"
(OSWER Directive number 9833.o-la).

                                16

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                             ,OSWER Directive Number 9833.o~ia
                          • -:" "• i:t-V^; •'•'•
     o  Access to Site Not owned By Respondent(s)
     o  Site. Access and Data/Document Availability
     o  Record Preservation
     o  Delay in Performance
     o  Assurance of Ability to Complete work
     o  Reimbursement of Response Costs (Optional)
     o  United states Not Liable
     o  Enforcement and Reservations
     o  Administrative Record
     o  Effective Date and Computation of Time
     o  Opportunity to Confer
     o  Termination and Satisfaction

     The "introduction and jurisdiction" section of the order
should set forth EPA's authority under CERCLA section 106 to
issue unilateral orders.  It should reiterate the delegation of
this authority to the EPA Regional Administrator, and, if the
order is signed by a subordinate, delegation from the RA to that
subordinate.

     The "findings of fact" section should identify and describe
the conditions at the site, in detail to support the finding of
release or threatened release from a "facility."  It should
identify the hazardous substances at the site to the extent
known.

     This section should also describe the underlying factual
basis for the conclusion that there may be an imminent and
substantial endangerment because of a release or threatened
release of those .substances.    To support.this conclusion, the
findings of fact section should contain a brief summary of data -
from the remedial investigation which shows the extent of
contamination at the site and exposure pathways and establishes
the predicate for the response action.  The data regarding
contamination at the site and risk assessment should be contained
in the administrative record for the selection of remedy.  This
information should be summarized in the ROD.  Both of these
documents should be referenced in the order.

     The findings of fact section should also state factual
information to support the elements of liability alleged.  If a
PRP is to b* included in the order under a "successor,"  "alter
ego,11 or other-complex liability theory, the findings of fact
section should explain the factual basis to support those
theories.
     40The risks should be  set.  forth  in the baseline risk
assessment and ROD.  A toxicologist should be consulted  in regard
to this portion of the order.

                                17

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  c, .,;. -.,-)•':  -   •  ;.  .'••'••     OSWER Directive  Number  9833.o-ia

                «'•.;.••   .'•''""  '   ' " •          ' '   '•'••   °
      The  "conclusions  of" law and determinations11  section  of  the
 order,  together with the  "notice to the  state11,, should include
 conclusions  that meet  the statutory requirements  for"a-unilateral
 order.  The  conclusions of law section should  additionally '
 establish that «'the  parties are appropriately subject  to'section
 106  authority,  as described in sections  III and- IV above.

      The  "notice of intent to comply"*1 section' should'"require
 each respondent to  provide written"'notice  to EPA,  no  later than
 five days after the effective date of the  order,-of-the    ''
 respondent's unconditional intent to comply with  the  terras of the
 order.  The  order should  also specify that failure to respond by
 this deadline will  be  considered'noncompliance, and may trigger  •
 an Agency decision  to  file a judicial action or start Fund-     ,'
 financing. .  The "notice of intent to comply" section  should
 require the  respondent•to provide notice of and the basis for any
 sufficient cause defense  which may be available to a  respondent  "
 and  which the respondent  will pursue to  contest liability for
 complying with  the  order.   To the extent.-that  the respondent's
 sufficient cause defense  Is^ based on an  allegation that the'' '.'• '.;
 response  action ordered was inconsistent with  CERCLA  or the  NCP, ,
 the  Agency believes that  the respondent  may rely  only on  the
 administrative .record  for the response action.  This  is because
 section 113(j)  provides that "in any judicial  action  under this
 Act"  the  validity of response actions shall be adjudicated "on
 the  administrative.record".   The order should  specify that all'
 information  relating to a sufficient cause defense must be
 submitted in writing,  at  the same-time that the respondent's «  *.
 notice of,intent to comply is provided.     ,

    "  The  "work  to be performed".section  should clearly order
 respondent, to implement the ROD  (and  the  RD if completed),  and,  "
 toward that,  end,  to implement the statement of work (SOW).    , '•".,
This  section of the order should•describe  the  content of  and
 schedule  for the vork  plan,  sampling and analysis plan, and  site,.
health and safety plan, and should specifically require the  "
 respondent's performance  to implement these plans following  EPA's
     41A FRP's  notice  of intent to comply applies to all of the,
requirements of the order, beginning from the effective date and'
continuing, through all  of the  deliverables and activities
required by the order.

     42As modified by  an Explanation of significant Differences
document, or ROD amendment,  if applicable.                 .   ,  <
            ";'"'*--                            .;  i ''•        '"'".'
     45Where a  statement of work is used, it must be attached and
incorporated by reference into the order.

                                18

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                              QSWER Directive Number 9S33.0-la
approval or nodification. r''Th!i'S!'*"s*ection of the order should also
specify major deliverables.  Listing the major deliverable* and
providing a performance schedule in the unilateral order should
help to minimize the submission of late or inadequate products.
Clearly delineating the major deliverables and due dates will
also assist in subsequent enforcement of these provisions of the
order.

     The "work to be performed11 section should also require the
respondent to provide prior written notification to the receiving
state of any off-site shipments of hazardous substances.44

     Regions should schedule delivery of the work plan as soon as
reasonably possible after the order's effective date.  This
promptly initiates the work and serves as an early indication of
a PRP's actual compliance with the order.

     The "delay in performance" section should require the
respondent to provide written notification to EPA in the event of
any delay or anticipated delay in complying with the order.

     The "United States Not Liable" section explains that the
United States, by issuing the order, does not assume any
liability for any injuries or damages to persons or property
resulting from acts or omissions by respondent(s), or its
employees, agents, successors, assigns, contractors or
consultants in carrying out any action or activity pursuant to
the order.  In addition, this section should state that neither
EPA nor the united States is to be construed as a party to any
contract entered into by the respondent in.carrytug out any
action required by the order.

     The "enforcement and reservations" section of the order
should reiterate the Agency's ability to clean up the site with
Fund money, or seek judicial enforcement.  The unilateral order
should expressly reserve the Agency's takeover rights as
including, but not being limited to, the following circumstances:
(1)  the PRPs fall to indicate a willingness to comply with the
unilateral order by the response date? (2) the period for
compliance- with any requirement of the order expires without such
compliance; (3) PRPs perform inadequately or submit
unsatisfactory deliverablea, or (4) the immediacy of the threat
is such that a- Fund-financed response, or a judicial order to
ensure compliance, becomes necessary.  This section should also
     "see "Notification  of Out-of-state  Shipments  of Superfund
Site Wastes," (September 14, 1989)  (OSWER Directive  number
9330.2-07).                                  '

                                19

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                 ;    A,   -  • •   OSWER Directive number 9833.0-ia
  j ','"•"'"                                                 3
 preserve.EPA1a .right to take any additional.-action,^including
' modification of;the order or-issuance,of additional orders.'
  - •  -  -     ./.    .; •   •• -'   '      ;-'.* , .   ...'-.   '     ••   '•«;
   ; '"..The "administrative record" section of the-order' should  .'
 state -that upon EPA's request, if there are any documents
.genera ted .-by-the respondent which relate to the selection of 'the
 response action,  the respondent should submit these documents to
 EPA for possible inclusion in the administrative record.45
           • -•-."   .' ' •    '     '      *    •'..••' i  .- - • ^   .. " •
      Generally, the "effective date and computation of time"
 provision of a unilateral order for the RD/RA should provide
 that the' order is effective on a date that follows the' oppor-
 tunity for a conference and that' all .times for performance-of ,;
 ordered activities shall be calculated from this, effective date;
 This type, of, order 'becomes effective, without,-further action.  • •''

      Where it appears likely that.negotiation of a consent decree
 can be concluded in a relatively short period ofrtime, it may be
 useful to issue a unilateral order with a delayed effective date.
 The conference 'and'response date of unilateral orders with
 delayed effective dates typically, should precede the effective  -.
 date by.no more than 20 to 30 days.  See section VIII of this * .";
 guidance,for further explanation of unilateral orders with
 delayed effective dates.    .'     ' ,  -    ...',- , v  •  •'• -  •:"  ' 'v,....

     The "opportunity to confer" section should explicitly give;
 FRPs.an opportunity to confer with EPA.  The scope of the
 conference is limited to issues of implementation- of"the response
 actions required by the order/ and the extent to which' the  .   *  '
 respondent intends to comply with the order.   The order should
 provide a deadline for requesting the conference.  PRPs may be
 given  ten calendar days from the date the order is mailed to .   ,
 request a conference-. "'The order should indicate that the '  ;
 conference may be forfeited if not requested by this date.  The
 order  may specify the date of the conference, if respondents
 elect  to take advantage of this opportunity.   The conference  is
 discussed in greater detail in section VIII of this guidance.
 The  conference request date should precede the effective date of
 the  order and allow time for a conference before the date by
 which  recipients must indicate their willingness to comply with  '
 the  order (response date).-  The timing of the conference request
 date shall not be permitted to extend the effective data or any,
 of the deadlines required by the order..
      4SIt is possible that information generated during RD/RA
 will  meet th* criteria of §300.825 of th* KCt relating to the
 addition of document* to th* record after the decision document
 is signed.

                                 20

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                              OSWER Directive Number 9833. 0-la
                         : ',• ";,:-„" t''-" *•$.'?'. ' -_ •
     The  "termination" section should provide for a clear
 termination point of  the order.  This section should indicate
 that respondent  shall provide EPA with written certification
 that it has completed all  of the terns of the order, including
 any additional tasks  which EPA has determined necessary.
 EPA shall provide respondent with a notice that the order is
 terminated, based upon EPA's present information and belief that
 respondent has fully  complied with the requirements of the order.
 EPA's notice shall be expressly conditioned on the accuracy of
 the representations contained in respondent's certification.
 This section is  not equivalent to a release or a covenant not to
 sue, nor should  it be phrased in a manner which could be
 interpreted as a release or covenant not to sue and the order
 should specifically so state.  Further, the order shall provide
 that if EPA determines that additional response activities are
 necessary to meet applicable Performance Standards, EPA may
 notify respondent that additional response actions are necessary.

 VII.  tfgdtf j-cajSlon. of Unilateral Orders       ' .
                                        * *    •
     The Agency  may decide to modify the terms of the unilateral
 order for any reason, including information received during the
 response action.  All such information should be documented in
 writing.  The unilateral order may only be modified in writing by
 the Agency official who signed the order, i.e., the Regional
 Administrator or his  or her delegate.    Agency decisions to
 modify the unilateral order should be communicated promptly to
 the PRPs.  Verbal notification of EPA's  intent to modify the
 terms of the order may be  appropriate if followed by a mailed •
 copy of the modified  unilateral order to the PRPs. The
verbal modification takes  effect upon issuance of the modified
 unilateral order to the PRPs.

VIII.
     A)   Special Notice Proce^ureq

     Section 122 (a) of CERCLA gives EPA discretion to utilize the
special notice procedures  if EPA determines that a period of
negotiation vould facilitate an agreement with PRPs and would
expedite remedial actions.  Special notice procedures give  PRPs
an opportunity to negotiate a settlement with the Agency, before
the Agency takes an enforcement action against them or conducts
           does not preclude  issuance of an order that
incorporates by reference a document  that is subsequently
approved by another EPA official consistent with  the order.  An
example of this is the Regional Project  Manager's (RPM) approval
of the workplan.

                                21

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  .  ,)  **•                "       OSWER  Directive Number 9833.0-la

the response action  itself.  'Special''notice  letters will be-  .-.•
issued prior to almost all orders  for RD/RA.    Special  notice';'
procedures may affect timing of  issuance of-  unilateral  orders.I8
The special notice moratorium for  remedial action lasts from  60
to 120 days, depending upon whether,  respondents submit  a good ,
faith 'settlement offer by the ,60th day. *   If the Agency receives
a good faith offer for the remedial  action within the first 60
days of the moratorium,.the Agency may not take any action^for  a
total of* 120 days from respondents*  receipt  of  the spec ia-l" not ice
letter."  If '-special  notice .has been  issued.  Regional offices  -,,
should be prepared to issue unilateral orders at the conclusion
of the special notice moratorium,  consistent with the following
principles.-    t      .'-        • •.  '   ..•           ~ ,     •

   .,  The" Agency may  issue unilateral orders  immediately upon
expiration of the. special notice moratorium.  Therefore, if a
good faith settlement offer is not received  by,the 60th day,  the
Agency normally should issue a unilateral order shortly
thereafter, if such  an order is  appropriate.
                             »•.--••••    .f.'.;  '  '"   ;  >  •  •*, ••
     Because of the  statutory moratorium, different rules apply
if PRPs submit a good faith settlement offer within 60  days of
the special notice. .'In that.case-, unilateral .orders may not'be
     , _            .-              .            ,       -.»„.»••
      The  "Interim Guidance on Notice Letters,  Negotiations,  and
Information Exchange," 53 Fed.  Reg.  5298  (February ,23,  1988)
(OSWER Directive number 9834..10} provides  the following examples
of circumstances where it would-generally  not'be  appropriate  to  '
issue special .notice letters;..'  1} , .where past dealings  with the
PRPs strongly indicate that they are unlikely to  negotiate a
settlement; 2) where EPA believes the PRPs have not been    ,v
negotiating in good faith;  3}  where  no PRPs  have  been identified
at the conclusion of the PRP search; 4) where PRPs lack the
resources to conduct response  activities}  5} where there are
ongoing negotiations; or 6)  where notice letters  wer* already
sent prior to the reauthorization of CERCLA  and ongoing    .   . -
negotiations would not benefit by issuance of a special notice.
For information on special  notice letters  and municipalities,  see
the "Interim Policy on CERCLA  settlements  involving
Municipalities and Municipal Wastes," (OSWER Directive  number
9834.13).-     '  •  . *'   '       •     -.'••'               '

     **If a «p*cial notice  letter is not issued, th« statutory
moratorium is not triggered,  and the Agency  can issue a 8106
unilateral order immediately.                                    ,

     "see  the "Interim Guidance on  Notice Letters,  Negotiations,
and Information Exchange,"  53  Fed. Reg.  5298 at 530?  (1988)
(OSWER Directive number 9834.10).

                                22

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                           -'•  .OSWIR Directive Number 9833. o-ia
                                *              /•      «

issued for a total of 120 days from issuance of the special
notice letter.

     Where there has been a good faith offer, but settlement is
not reached as of the 120th day after issuance of the special
notice letter, the Agency should be prepared to issue unilateral
orders.  Only if settlement is likely in the very near future may
unilateral orders be delayed.   Unilateral orders with delayed
effective dates nay be issued, for example, at the onset of a
negotiations extension.  They should become effective on the
expiration date of the extended negotiations.

     Unilateral orders with delayed effective dates should be
viewed as encouraging the successful conclusion of negotiations.
However, unilateral orders with delayed effective dates are not
to be considered "draft" orders, and their terns are not
negotiable.  These orders indicate the Agency's commitment to the
response action, and the desire to secure its timely
implementation.  When used in this manner, unilateral orders with
delayed effective dates serve as a fora of deadline management.

     B)
     It is the Agency's policy to provide PRPs with an
opportunity to discuss with the Regional office issuing the
order, implementation of the response actions required by the
order, and the extent to which the respondent intends to
comply.   EPA will not participate in the conference for the
      Unilateral orders may not be  issued during th* moratorium.
This includes the issuance during the moratorium of unilateral
orders with delayed effective dates, even if they become
effective after the moratorium.  An additional three days for
transmission of the mail may be allowed in addition to the 120
day period.

     51See procedure* described in the Interim Guidance entitled
"Streamlining the CERCLA Settlement Decision Process," dated
February 12, 1987 (OSWER Directive number 9835.4).

     52Apart from implementation, the two major concerns that the
PRPs may have relate to their liability and to EPA's selection of
the response action.  During the course of information exchange
and PRP notice (see "Interim Guidance on Notice Letters,
Negotiations, and Information Exchange," S3 Fed, Reg. 5298 (1988)
(OSWER Directive number 9834.10), PRPs generally will have had an
opportunity to assert that they are not liable.  EPA also
provides PRPs opportunities to participate in the selection of
the remedial .action.  PRPs are provided with an opportunity to

                                23

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                              OSWER Directive Number 9833.o-ia
             (,'-"*                    **
purpose  of  resuming settlement negotiations or .negotiating the,
terns  of the order. , The conference is not an evidentiary
hearing.  The opportunity to confer does not give PRPs the right
of pre-enforcenent review.   The  conference is  not  intended to
be a forum  for discussing liability issues or whether the order
should have been  issued.  Instead, the conference,is designed to
ensure that the order  is based on complete and  accurate
information, and  to facilitate understanding.of implementation.
    /•>_-'»                !               ^
     The Agency,will not create an official stenographic record
of the conference, although a written summary may be prepared.
Following the conference, a written summary of  significant issues
raised nay  be prepared and signed by the Agency employee who
conducted the conference.  Significant issues,raised concerning*
implementation should  promptly be brought to the attention of'the
official who" signed the order..   •           -  . •  ,         "

     Respondents  may appear., in person or by an  attorney or other
representative.   PRPs  will have the opportunity to  ask questions
and present their views through legal counsel or technical  ' •
advisor.54'         ,                  ..-.,-            ^

     Within five  days  of the conference, the respondent may
submit a written  summary of any arguments It presented at the
conference.  At this time, in, addition to .this  summary, the.   '  '„
respondent  may submit  any written argument or evidence of a
sufficient  causa  defense or any issues relating to  factual
determinations set forth in the order* ,         .,      -

     The conference normally will be held at the EPA Regional
office.  The RPM, the  regional counsel attorney., and any other
comment and provide information concerning the remedial action
plan, an opportunity for a public meeting, and a response to each
of their significant comments, criticisms, and new data submitted
(See CEKCLA SI 113(fc), 117.)  Since EPA already will have
considered these concerns, the conference shall not be a forum
for reassertion of the PRP's views on these issues.

     "The timing of Judicial review of  §106(a) orders  is
governed by |113(h) of CERCLA.  Also, PRPs may obtain judicial
review after they have fully complied with the unilateral order
through a reimbursement petition filed under  |106(b) of CERCLA,
wherein PIP* may contest issues of liability  or the selection of
remedy.           .    ,

   *  **Attendance at the conference should be  1IB!ted to EPA and
the respondent/ and the -respondent's attorney and/or technical
advisor.

                : "  "          24

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                              OSWER Directive Number 9833.0-la
               .               -                s  "
                           ,- n-;"„*•-;7>s' :.
appropriate Regional officials, should attend.  The conference
schedule and agenda will be at  the discretion of the EPA employee
leading the conference consistent with this guidance.  It is in
the Region's discretion who presides at the conference.  The
supervisor of the RPM assigned  to the site would be an
appropriate person.  The assigned regional counsel attorney
should not conduct the conference although he or she may attend.
In addition, the attorney  should not prepare a summary, due to
the possibility that this  may put the attorney in the position of
being a witness in subsequent litigation.
IX.  Specialized^-forms	and Use of ^nj^atera^ Orders

     Specialized forms of unilateral orders may serve as a
settlement incentive for cooperative PRPs, and may also serve as
a disincentive for non-settlors.  There are different forms of
•unilateral orders which may serve as settlement inducers.
Generally, in drafting unilateral orders, the order should direct
the PRPs to conduct the entire remedial action. In limited
instances, however, the Agency may settla with some PRPs and
issue "carve-out" unilateral orders to recalcitrant parties to
compel them to conduct a discrete portion of the work at the
site.'  The Agency also may issue "parallel" unilateral orders to'
recalcitrants ordering them to coordinate and cooperate with the
settlors in conducting the response action.  Carve-out and
parallel orders are explained in more detail belov.

     During settlement negotiations, the Agency nay set aside a
portion of the cleanup for non-settlors, and may verbally
indicate its present intent to issue unilateral orders for that :
portion of the work to all PRPs who do not sign the settlement
agreement.  This is referred to as a "carve-out" settlement.
work that may appropriately be carved out includes portions of
operable units that constitute independent tasks.  To prevent any
possibility of delaying the remainder, of the response action,
only independent, discrete tasks should be the subject of a
carve-out order.  Otherwise, the entire process may hinge upon
the non-settlors timely compliance with the carve-out order.
Separate tasks that may be carved out may include removals of
contaminated soil in separate areas, or removal of specified
tanks or
     SIA "carve-out settlement is  a  form of  mixed work.   For
information on the types of mixed funding arrangements such as
mixed work, which nay be used as  incentives to settlement,  see
"Superfund Program; Mixed Funding Settlements,"  (OSWER Directive
number 9834.9) 53 Fed. Reg. 8279  (March  14, 1988).

                                25

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                               OSWER Directive Number 9833.0-la

      Due to the uncertainties; of when and how the work allocated
 to-non-settlors will be completed and of how many PRPs will,
..choose: to *«ttle,  before, a-carve-out order to .non-settlors is"
 proposed during settlement negotiations, the Regions should
 consider the possibility of having to pursue the.non-settlors>or

 fund the.workT5*  In appropriate cases, the'settlement-agreement
-•should provide 'for a delayed schedule for the settlors' to perform
 the  carved-out work.  By use of a delayed schedule,, the Agency
 nay  later seek the work from the settlors, if the non-settlors do
 riot  comply with the carve-out order.  f Second, the Region should
 consider the possibility of undersubscription' or oversubscription
 to the settlement,   if there is oversubscription to-the  "
 settlement,  there, might be too few PRPs to which* the carve-out
.order-could be issued.   .  --"-  -  "    '    ,•-'""* \  ', • '.     •'• •

   .   Unilateral orders may also serve as a settlement'incentive'
 when the Agency has reached a complete settlement-at the site
 with fewer than all PRPs.   When a complete 'settlement .agreement
 is reached for conduct of the remedial action with fewer'than all
 PRPs,  the Agency may. agree to issue "parallel" unilateral orders
 to the liable non-settlors.   -Parallel unilateral'orders direct-'
 the  non-settlors to coordinate and cooperate with the settlors'-
 cleanup activities,"as described in the consent decree.   The
 requirements of a'parallel "unilateral order'match the response-
 action requirements set forth in the consent decree settlement.
 Where the response action is properly conducted by the settlors,
 nonsettling recipients of parallel unilateral orders may be  ".
 liable for daily civil penalties if they failed to contribute to
 the  settlors'  efforts by,  for example, payment of money .or "in-
 kind"  contribution.  Parallel unilateral orders benefit the
 settlors because non-settlors may contribute to the PRP cleanup
 revenues upon receipt of the unilateral order.  Alternatively, if
 recipients of unilateral orders fail to 'financially,,or " '  ,

 "'  *  "" -?   ,     ''    -  ' '    "   . -'•'   .••,.'•-••-••   "'"'".'.'••''*."   ' ....
     "Factors to consider when deciding whether to propose a
mixed worJc settlement include the strength of the liability case
against  settlors and any non-settlors. This includes litigative
risks in proceeding to trial against settlors, and the nature of
the cas« remaining against non-settlors after the settlement.
Mixed work settlements should be avoided where there is a
significant potential for delays in cleanup due to inadequate
coordination  or potential conflicts.  See the Nixed Funding
Settlements guidance cited above.'        •   ^   ..'..'.   ,:-    y

     57Regions must consider the implications of the possibility
of 
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                              QSWER Directive Number 9833.Q-ia

otherwise, assist the .settlors, unilateral orders may assist
settlors to bring contribution actions against the non-settlors.

X.  continued! Nf
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  -',  ,   .   • '.'-    '  ' - '•'   '    '  OSWIR Directive Number 9833.,0-la

 including state-cost, share* funds for, 'the RA? the,, urgency* '    "
 presented by the site?  the amount of available enforcement
'resources^ and the degree  to 'which the case fits' the criteria 'for
 judicial  enforcement.   Regions also should consider the need for
 EPA to maintain a credible section 106 enforcement ^presence in
 the -Superfund  program,   see the "Guidance on CERCLA Section 106'
 judicial  Actions, " for' a; discussion . of "the appropriate criteria
 for a .judicial referral.'      •' ••'-".-    .. • •   ••>>.'••_'••''
 .  ••. The  primary focus  in* referring a  case -to DOJ is generally
 the Agency ' s prospect for  successful litigation and the- need to
 ensure remedial 'action  at  .'a site. .Once; the Government 'dec ides to
 bring a section 106 action against- the PRPs, it will pursue the
 largest manageable number  of potentially liable parties,  based on
 considerations such as, the volume and nature of their *
 contribution,-,  their relationship to the site (such as owners and
 operators)?,  their -financial 'Viability,1 land their recalcitrance* in
 the settlement' process.  In selecting defendants,  the Agency
 should consider whether, based on information obtained after
 issuance  of  the unilateral order, any of the respondents 'have a  .
 "sufficient  cause" defense or a section 107(t»)  defense,
                                                             '' "
XII.  Note
                uposia and  s
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                              OS WER Directive Number 9833. 0-ia
                                «*, ^ •    > *

                            APPENDIX A


      ADMINISTRATIVE AND JUDICIAL  SETTLEMENT AND UNILATERAL
                     ENFORCEMENT AUTHORITIES
I.  j^dminia^rative Settle_m£ijt^ajn4_ U_nj. lateral

     A.  S_ec_tj.o_ns; 122 and. 106 Coi\3en$ Adrajrnjtgfap'ative Ord.egs

     Prior to SARA, the Agency based its consent administrative
orders for both removals and the RI/FS on section 106 of CERCLA,
The RI/FS settlement agreement is now typically based upon CERCLA
sections 104 and 122.  In these cases, a finding of imminent and
substantial endangerment is no longer required for RI/FS
agreements.  RA settlements under section 122 are .embodied in
consent decrees,60  Unilateral orders for conventional removals
continue to be issued pursuant to section 106.

     Penalties available for non-compliance with consent
administrative orders include stipulated.*penalties, section 109,
monetary penalties, and section 106(b) daily civil penalties and
possibly treble damages where the Fund takes over.

     B,  § gcj; jop 1 0 6 Un i 1 at e ra\ Admin. i at r a t jve QpjejTf

     Section 106 unilateral administrative orders may be used to
compel PRPs to conduct removals, RI/FSs  , remedial designs  or
remedial actions.  If unilateral orders have the desired effect
PRPs will comply with the terms of the orders, or they may decide
to settle with the Agency.  If they agree to settle on favorable
terms, the unilateral order may be followed by a consent
administrative order for removals and RI/FSs, or a consent decree
for RD/RA.

     If PRPs do not comply with the unilateral order "without
sufficient cause," daily civil penalties may be imposed by a
court under section 106(b)(l).  Under section 107 (c) (3), punitive
damages also are available for noncompliance without sufficient
cause with a section 106 administrative order in an amount up to
three tin** that incurred by the Fund to perform the response
work required by the order.
          section  II(A),  below.

     61Note that  if a 1106 unilateral order is used to compel
PRPs to conduct an RI/FS,  a  finding  of a possible imminent and
substantial endangerment  must be made before  the preparation of
the baseline risk  assessment.  However, unilateral orders are
generally not recommended for ordering conduct of an RZ/FS.

                               A-l

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              •  ..-•   , r".-"•  -;  ""OSWER  Directive Number  9833.0-la
     '.I--.-'-'"
                              *" T
      Court* have jurisdiction to  review  section  106(a)
administrative  orders  only.in the- following  instances:  (l)  an
action  is  brought  under section'107  to recover response costs or
damages or for  contribution?  (2)  a judicial  action is brought to
obtain  injunctive  relief under section 106;  (3)  penalties  are
sought  for noncompliance with the administrative order; (4)  PRPs
petition for  reimbursement under  section 106(b)(2) after
compliance with the order?  (5) or a  citizen  suit,is brought
pursuant to section 310.  -See CERCLA section 113(h).     <  *. " " '
   -••••_•*        .  _   j          '  - -    '    .    >'.•"•'..''
II.'   Judicia^ Settlement and 'Unilateral  Enforeemer^,  • *•.. - .v< .: ••- -
                   ».      - ,    • •'      ; ,     ' "  . -   .   •  -   , , i ' • •
 •  ••   A'. ' Consent Decrees   "' -   "'    •         .    •        ...-•.»
                               * .  ' * w.' - '        f           "    • "
    '  The remedial  action component of the R0/RA, "if settlement is
reached under section  122,. is required to b* implemented in a
consent decree  under section 122(d)(1)(A).   A removal,  RI/FS
under section 122(d)(3),  or remedial  design  settlement  agreement
may be  embodied in either a consent  administrative, order or a
consent decree.''Consent administrative  orders are typically-used
for removals  and RI/FS  agreements because they do not involve the
judicial process and often may be obtained more  quickly than
consent decrees. ..Consent decrees, on the other'hand, are
judicial documents that must be submitted to a court  by,the
Department of Justice^( DOJ). and approved by  the  court., .  .      ^
Penalties  available for noncompliance include stipulated
penalties, section. 109  statutory  penalties,  section,106(b)  daily
civil penalties/ and treble damages  where the PRP's noncompliance
with  an administrative  order leads to Fund-financed action.
                             •'('„"-.*              '             - .
                 *         -            _       ',    t  V
      8.  Section 106 Judicial Actions •    .   .     '        -,:•"•

      If  PRPs  refuse to  comply with a section 106 unilateral order
directing them  to  conduct a removal  or a remedial activity,  the
case may be referred to DOJ for judicial enforcement."      ,    *  •
Referrals to  DOJ are necessary whether penalties and/or       • "-"
compliance with the terms of the  order are sought.
                 . t  i' •          *            .    f              '.--
   '-   In a Mctibn  106 judicial action, the Government may  seek to
collect daily civil penalties from any person who, without
sufficient cause,  willfully violates, or fails or refuses  to
comply  with a section 106 unilateral order.  t In  addition,  in a
section 10? cost recovery action, the Government may  seek treble
damages  from  PRPs  for their failure  to comply with an
administrative  order.   However, there is one procedural
     "some orders  are enforceable by administrative penalty.
See section 109{a) (1) (D),  (B).;  (b) (4) (5),  and section 122(1>.
                                A-2

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                            ,  OSWER Directive Number 9833,o-la

difference between securing PRP cc-;duct of the response action -
and obtaining monetary penalties rrom the PRPs.  Administrative
orders are a necessary precondition for obtaining the desired
relief when monetary penalties are sought.  PRPs must have failed
to comply with administrative orders before monetary penalties
may be obtained.  Daily civil penalties or treble damages may
then be secured through a judicial action.      f

     On the other hand, unilateral orders are not the only
alternative if PRP conduct of the response action is desired.  If
settlement negotiations break down over the removal or remedial
action, and the Agency wishes to compel PRP cleanup, the case may
also be referred directly to DOJ.  AS previously mentioned, PRP
cleanup can be compelled through a section 106 judicial action.
Unilateral orders are therefore an option if the Agency wishes to
compel PRP conduct of the response action.
                               A-3

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r/EPA
                      United States
                      Environmental Protection
                      Agency
                         Office of
                         Solid Waste and
                         Emergency Response
Publication 9833.0-1aFS
May 1991
Summary of  "Guidance  on
CERCLA Section  106(a)
UAOs for  RD/RA"
Office of Waste Programs Enforcement
CERCLA Enforcement DivistorVGEB/OS-510
                                             Quick Reference Fact Sheet
       Unilateral Administrative Orders (UAOs) require Potentially Responsible Parties (PRPs) to undertake
    a cleanup which they would not agree to undertakeunder a consent order. If PRPsdo not comply with a UAO,
    EPA may fund the response and seek to recover response costs and punitive damages up to three times the
    costs incurred  by the Fund through a judicial referral. Judicial enforcement of a  UAO can also compel
    performance and recover penalties.

       When issuing a UAO, Regions must ensure that the PRP search is  complete and that documents
    developed during the Remedial Investigation/Feasibility Study (RI/FS) support all the findings necessary
    to support the issuance of a UAO.

       This summary is intended for use only as a supplement, not a replacement, to the official "Guidance on
    Section 106(a) Unilateral Orders for Remedial Design and Remedial Action," OSWER Directive #9833.0-la,
    March 7,1990.
     Statutory Requirements of Section 106
     Orders

     Section 106(a) of CERCLA gives EPA the authority
     to issue a UAO if" an actual or threatened release
     presents  "an  imminent  and  substantial
     endangerment to public health, welfare, or the
     environment." The order must clearly describe the
     connection between the nature and location of the
     release or threat of release,  the possible
     endangerment, and the response action. The
     affected state must be notified before an order is
     issued.

     Courts may review section 106 orders only when
     the Agency seeks to enforce the order, when the
     Agency seeks penalties for violation of the order,
     or when the PRPs seek reimbursement from EPA
     of response costs incurred after complying with
     the order. Judicial review of the adequacy of any
     response action is limited to the administrative
     record for the selection of the response action.
                        Possible Recipients of Uniiatera! Orders

                        Recipienteof orders are not limited to liable parties
                        under section 107 of CERCLA. In limited
                        circumstances, other parties, such as adjacent
                        landowners, can receive 106 orders.

                        Case-Specific Considerations

                        Criteria for the decision to issue an order include:

                           •  evidence sufficient to support liability of
                             each PRP (except as indicated above);

                           •  reasonable belief that PRPs are financially
                             viable;

                           »  well defined response action; and

                           »  evidenccthatPRPscantechnicailyperform
                             response action with EPA oversight.

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In identifying the respondents, EPA should
consider each FRfs contribution to the site and
the PRPs' financial viability. The Agency should
name the largest manageable number of parties
but should not name any parties who would have
a valid defense against an EPA action.

Procedures for  Issuing  Unilateral
Orders

Special notice procedures for Remedial Design/
Remedial Action(RD/RA) invoke a 60 day
moratorium foilowingissuanceof the notice letter.
If the respondent submits a good faith offer within
the first 60 days, the Agency may not issue a UAO
for 120 days after the issuance of the notice letter.
If no settlement is reached by the 120th day, the
Agency is authorized to issue a UAO.

The Agency gives PRPs an opportunity to confer
with EPA, limiting the scope of the conference to
the implementation of the response action and'the
extent to which the respondent intends to comply.

Specialized Forms and Use of Unilateral
Orders

Different forms of UAOs may provide settlement
incentives.

In "carve-out" orders, the  Agency sets aside a
portion of the cleanup for non-settlers, and may
orally indicate its intent to issue UAOs for that
portion of the work to all PRPs who do not sign a
settlement agreement. The Regions should consider
judicial enforcement or a Fund- financed response
before proposing a carve-out order to non-settlers.

In "parallel orders," when the Agency has reached
a complete settlement at a site with some, but not
all, of the PRPs, the Agency may issue-"parallel"
orders to the non-settlers. A parallel order directs
the non- settlers to coordinate and cooperate with
the settlers' cleanup activities, as described in the
consent decree. Under a parallel order, non-settlers
may be liable for penalties if they fail to contribute
equally to the response action.

Continued Negotiation After Issuance
of an Order

Even after a-UAO is issued, PRPs may indicate a
desire to settle under a consent decree. The Regions
should not enter into further negotiations unless it
is likely that the PRPs will  sign a consent decree
promptly.

The Agency mayprefer that PRPs conduct response
actions under a UAO, rather than a consent decree.
Response actions can be implemented  more
promptly under a  UAO,  and prolonged
negotiations that  might occur  under a consent
decree are avoided.

Noncompliance with Unilateral Orders

If the PRPs do not comply with the UAO, the
Agency may either seek judicial enforcement or
perform a Fund-financed  response action. The
decision to choose fund ingor litiga tion is based on
the availability of funds for the RA, the urgency
represented by the site, the amount of available
enforcement resources, and the degree to which
the case fits the criteria for judicial enforcement.

For more information or  questions  about this
document, please contact Paul Connor, Office of
Waste Programs Enforcement, Guidance and
Oversight Branch, at FTS 475-6770.

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