EPA Region 3 RCRA Corrective Action Statement of Basis for ArtsQuest Retail Parcel (Formerly Bethlehem Steel) in Bethlehem, Pennsylvania 18252


UNITED STATES

ENVIRONMENTAL PROTECTION AGENCY

REGION III

STATEMENT OF BASIS

Beth Works Now/Sands Retail LLC

ArtsQuest/PBS-39 Parcels
Bethlehem, Pennsylvania 18252

Formerly:

Bethlehem Steel Corporation
Bethlehem Structural Products

EPA ID NO. PAD 990824161

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TABLE OF CONTENTS

SECTION	PAGE

I.	Introduction	2

A.	Facility Name	2

B.	Proposed Decision	2

C.	Importance of Public Input	2

II.	Facility Background	3

A.	BSC Facility Ownership	3

B.	Parcels	3

III.	Summary of the Environmental History	4

IV.	Evaluation of EPA's Proposed Decision	4

V.	Institutional Controls		6

VI.	Environmental Indicators			7

VII.	Financial Assurance	7

VIII.	Public Participation			8

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I. Introduction

A.	Facility Name/Ownership

The United States Environmental Protection Agency (EPA) has prepared this Statement
of Basis (SB) for four (4) parcels (Parcels), totaling approximately 2.3 acres, at the Sands Retail,
LLC tract (BW Tract) of the former Bethlehem Steel plant. This former steel plant was owned
and operated by the Bethlehem Steel Corporation - Bethlehem Structural Products (BSC) and is
located in the City of Bethlehem and Lower Saucon Township, Northampton County,
Pennsylvania (hereinafter referred to as the BSC Facility or Site).

The BSC Facility is subject to the Corrective Action program under the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act (RCRA) of 1976, and
the Hazardous and Solid Waste Amendments (HSWA) of 1984,42 U.S.C. Sections 6901 to
6992k. The Corrective Action program is designed to ensure that certain facilities subject to
RCRA have investigated and cleaned up any releases of hazardous waste and hazardous
constituents that have occurred at their property.

Information on the Corrective Action program as well as a fact sheet for the BSC Facility
can be found by navigating http://www.epa.gov/reg3wcmd/correctiveaction.htm.

EPA has prepared this SB in cooperation with the Pennsylvania Department of
Environmental Protection (PADEP). EPA reviewed all available Site data and has determined
that no additional characterization or remediation is necessary for the Parcels to satisfy federal
RCRA Corrective Action obligations. Based on this review, EPA is proposing a remedy for the
Parcels and is proceeding with its remedy selection process, including providing opportunity for
public comment and review.

B.	Proposed Decision

This SB explains EPA's proposed decision to select compliance with and maintenance of
institutional controls (ICs) as the final remedy for the Parcels. These controls would prohibit use
of groundwater as a drinking water supply and restrict land use to non-residential activities. EPA
is proposing that these controls on land and groundwater use will protect human health and the
environment.

The proposed ICs are detailed in Section V, below.

C.	Importance of Public Input

The public may participate in the remedy selection process by reviewing this SB and
documents contained in the Administrative Record (AR). The AR contains the complete set of
reports that document the Parcels' conditions, including a map of the Parcels, in support of
EPA's proposed decision. EPA encourages anyone interested to review the AR. The AR is
available for public review at the EPA Region III office, the address of which is provided in

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Section V, below.

EPA will address all significant comments received during the public comment period. If
EPA determines that new information or public comments warrant a modification to the
proposed decision, EPA will modify the proposed decision or select other alternatives based on
such new information and/or public comments. EPA will approve its final decision in a
document entitled the Final Decision and Response to Comments (FDRTC).

II. Facility Background

A.	BSC Facility Ownership

From approximately 1899 to 1995, BSC and its corporate predecessors manufactured
steel at the approximately 1800-acre BSC Facility. In 1995, BSC discontinued steel
manufacturing operations at the BSC Facility and in 2001, filed for bankruptcy under Chapter 7
of the United States Bankruptcy Code. In May 2003, with approval of the U.S. Bankruptcy Court
for the Southern District of New York, International Steel Group Acquisition, Inc. (ISG) acquired
substantially all of BSC's assets. Title to the BSC Facility was taken by Tecumseh
Redevelopment, LLC (Tecumseh), a subsidiary of ISG. A 125-acre westernmost tract, the BW
Tract, was sold to Sands Retail, LLC. In addition, Tecumseh sold approximately 1000 acres of
the BSC Facility to Lehigh Valley Industrial Park (LVIP). That 1000-acre area is known as
Bethlehem Commerce Center. In 2005, ISG merged with Mittal Steel USA, Incorporated
(Mittal). Mittal sold 441 acres to Majestic Realty Company in 2007. Mittal retains the
remaining acreage of the BSC Facility.

B.	Parcels

The BW Tract comprises the westernmost 125 acres of the BSC Facility. The western
portion of the BW Tract is known as Phase I and the eastern portion of the BW Tract is known as
Phase II. This SB outlines EPA's proposed remedy for the four parcels, referred to collectively
as "Parcels", located within the BSC Facility as identified on the attached map (Attachment 1),
and as described below:

Parcel 1 - Phase II - Tool Steel Finishing (Turn and Grind Shop) constructed in 1863. The
building foundation is expected to remain.

Parcel 2 - Phase II - Adjoins Parcel 1 and extends to the south and west. This parcel has been
cleared of structures.

Parcel 3 - Phase I - Electric Furnace Building constructed in 1880. The building is expected to
remain.

Parcel 4 - Phase I - Adjoins Parcel 3 to the north and has been cleared of structures.

These parcels are presently owned by Sands Retail LLC (Sands) and are listed per the

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Northampton County Tax Assessor as P6 2 2-10 0204 (2.78 acres) and P6 2 2-10A 0204 (0.95
acres). ArtsQuest/PBS-39 hold Options for the Parcels on which they plan to build a
Performance Arts Center and TV Studio. Once the Options are exercised, ArtsQuest/PBS-39
plan to take possession of 2.3 acres of the 3.73 acres in these areas to construct their respective
facilities. The remainder of these parcels would remain with the Sands. EPA's proposed decision
applies to the acreage that is purchased by ArtsQuest/PBS-39.

III. Summary of Environmental History

Soils and groundwater at the BW Tract were characterized by an extensive sampling
program conducted by BSC with EPA and PADEP oversight. The program included collection
of groundwater, soil and soil gas samples. The results of the sampling program were presented
in the Remedial Investigation, Risk Assessment, and Cleanup Plan (RI/RA/CP) that was
submitted to EPA in 1998. Additional characterization information and data for portions of the
Site that could not be previously characterized because of ongoing manufacturing activities were
submitted by BSC in a Supplemental Report in August 1998. A Final Report for Groundwater
was submitted July 1998 and a Final Report for Soils was submitted April 2000.

The characterization of the site soils began in 1995 and concluded in 1998. Several
samples at the Parcels contained concentrations of heavy metals; however, none of the
concentrations exceeded Pennsylvania's Statewide Health Standards for non-residential use.
EPA approved the soils investigation by letter dated May 6, 1999.

Groundwater was investigated by BSC across the entire BW Tract from 1995 through
2000. Some volatile organic compounds (VOCs) were found above their respective Maximum
Contaminant Level established by the Safe Drinking Water Act, 42 U.S.C. Section 300g-l. In
2000, a supplemental monitoring program was completed which showed that those VOCs levels
did not impact human health or the environment. No potable-use wells are on the BW Tract nor
within a 1-mile radius of the BW Tract. No VOCs were found above their respective MCLs in
either the wells next to the Lehigh River or in the Lehigh River. EPA approved this
supplemental data and the groundwater investigation by letter dated January 22, 2001, stating
that no additional investigation or remediation was necessary at the BW Tract.

PADEP approved Final Reports for groundwater and soils and provided BSC a release of
liability for groundwater on April 5, 1999, for Phase I on September 14, 2000 and for Phase II on
February 19, 2003. PADEP's approval was contingent upon the BSC Facility owners placing
restrictive covenants on land and groundwater use on Site property. BSC complied with this
requirement by recording a Declaration of Covenants, Conditions, Restriction, Release and
Indemnification in the Office for the Recording of Deeds in Northampton County. This
Declaration imposes land and groundwater use restrictions at the BW Tract and is applicable to
all future property owners.

IV. Evaluation of EPA's Proposed Decision

This section provides a description of the criteria EPA uses to evaluate proposed

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remedies under the Corrective Action program. The criteria are applied in two phases. In the
first phase, EPA evaluates three criteria, known as Threshold Criteria. In the second phase, EPA
sometimes uses as many as seven balancing criteria to select among alternative solutions, if more
than one is proposed. The current conditions at the Parcels meet the threshold criteria established
by EPA. Because EPA is not selecting among alternatives, a complete evaluation of the
balancing criteria is not necessary.

The following is a summary of EPA's evaluation of the Threshold Criteria:

1. Protect Human Health and the Environment - EPA's proposed remedy of
compliance with and maintenance of ICs protects human health and the environment from
exposure to contamination given current and anticipated land use.

The proposed remedy restricts the current and future use to non-residential purposes and
requires EPA to be notified of any proposed changes in use of the Parcels' property. The Parcels
are expected to be redeveloped into an Events Center and Performing Art? and Broadcast Center.
The Parcels will not be used for residential buildings or activities.

The proposed remedy also restricts groundwater use to non-potable purposes. Exposure
to groundwater will be eliminated, as no wells currently exist on the Parcels and no new potable
wells will be allowed on the Parcels' property since groundwater use across the BSC Facility has
been restricted by a City of Bethlehem zoning ordnance requiring use of the municipal water
supply.

2. Achieve Media Cleanup Objectives - EPA's proposed remedy meets the appropriate
cleanup objectives based on current and reasonably anticipated land and water resource use(s).

Parcel soils meet Pennsylvania's Statewide Health Standards for non-residential uses.
The Parcels will not be used for residential buildings or activities. The Parcels are expected to be
part of a redevelopment project creating an Events Center and Performing Arts and Broadcast
Center.

Groundwater investigation results show that VOCs in the groundwater at the Parcels are
not having an unacceptable impact on human health or the environment. Exposure to
groundwater will be eliminated, as uses are restricted to non-potable purposes. There are no
wells currently located on the Parcels and no new potable wells will be allowed on Parcel
property.

3. Remediating the Source of Releases - In all remedy decisions, EPA seeks to
eliminate or reduce further releases of hazardous wastes or hazardous constituents that may pose
a threat to human health and the environment. Given current and anticipated uses of Parcel
property, soils and groundwater at the Parcels do not pose a threat to human health or the
environment; therefore, no further remediation is necessary.

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V. Institutional Controls

As stated above, VOCs remain in the groundwater and heavy metals remain in the soil
above levels appropriate for residential and domestic uses. Therefore, EPA's proposed remedy
requires ICs to restrict land and groundwater use at the Parcels while those media remain
contaminated. ICs are generally non-engineered instruments such as administrative and/or legal
controls that minimize the potential for human exposure to contamination by limiting land or
resource use. The proposed ICs are:

1. an environmental covenant to be drafted and recorded in a manner consistent with
environmental covenants under the Pennsylvania Uniform Environmental Covenants Act
(UECA), 27 Pa.C.S. §§6501-6517 (February, 2008). The environmental covenant shall include
the following restrictions and requirements:

(a)	the Parcels shall not be used for residential or agricultural purposes or as unpaved
playgrounds, campgrounds, day care centers, hospitals or cemeteries unless EPA provides
written approval for such use;

(b)	the groundwater at and under the Parcels shall not be used for any drinking or
agricultural purpose unless EPA provided written approval for such use;

(c)	no new wells will be installed on the Parcels unless EPA provides prior written
approval to install such wells;

(d)	in the event the Parcels' owner(s) intends to sell part or all of the Parcels, the owner(s)
shall notify EPA at least thirty (30) calendar days prior to such sale and provide written
documentation to EPA which demonstrates that the prospective buyer is aware of the
restrictions placed on land and groundwater use;

(e)	the Parcels' owner(s) and each subsequent owner shall submit, to EPA and PADEP,
written documentation concerning proposed changes in use of the Parcel property; the
filing of applications for building permits, or proposals for any site work affecting the
contamination on the Parcel property;

(f)	the Parcels shall be surveyed and described in an environmental covenant as
prescribed below:

(1)	Each Parcel and each use and activity limitation area shall be surveyed by a
licensed professional surveyor, who shall provide a metes and bounds description of each
parcel or area. Metes and bounds descriptions define boundaries based on distance and
direction from point to point. The description defines a Point of Beginning and each
subsequent point, returning to the Point of Beginning.

(2)	In addition to the metes and bounds description for each Parcel or area, the survey
shall provide geographic survey coordinates for each point identified in the metes and

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bounds description. The survey coordinates shall be provided as follows: longitude and
latitude in decimal degrees, to 7 decimal places, using the World Geodetic System (WGS)
1984 datum, with west longitude indicated as a negative number. The coordinates shall
be provided in a tabular format, following the metes and bounds description. The first
and last coordinate values in the table shall be the same, and shall represent the
coordinates of the Point of Beginning of the metes and bounds description. The text
introducing the table of coordinate values shall indicate that the table represents the
geographic coordinates, in WGS 1984, of the preceding metes and bounds description.

(3) If the metes and bounds description includes arc segments (rather than straight line
segments) defined by the beginning and ending of an arc of a specific radius, additional
geographic control points shall be calculated along the arc so that a straight line
approximation from point to point does not deviate from the true arc by more than 0.1
foot.

(4) The table of coordinate values shall also be provided separately as an electronic
file, in a comma separated value (CSV) format.

Two Declarations of Covenants, Conditions, Restriction, Release and Indemnification
(Declarations), one pertaining to Phase I and one pertaining to Phase II, have been recorded in the
Office for the Recording of Deeds in Northampton County with the deed for the BW Tract,
including the Parcels. The Declarations contain some of the above-listed restrictions and
requirements. EPA proposes that those Declarations be modified to incorporate all of the IC
components of EPA's final remedy and be drafted and recorded in a manner consistent with
environmental covenants under UECA. If the owner fails to meet its obligations under such
revised Declarations, PADEP or EPA can enforce the terms of the Declarations. In addition, if
EPA, in its sole discretion, deems that additional ICs are necessary to protect human health or the
environment, EPA will require and enforce such additional ICs.

VI. Environmental Indicators

Under the Government Performance and Results Act (GPRA), EPA has set national goals
to address RCRA corrective action facilities. Under GPRA, EPA evaluates two key
environmental clean-up indicators for each facility: (1) Current Human Exposures Under Control
and (2) Migration of Contaminated Groundwater Under Control. The Facility met these
indicators on January 7,2004.

VII. Financial Assurance

EPA has evaluated whether financial assurance for corrective action is necessary to
implement EPA's proposed remedy at the Parcels. Given that EPA's proposed remedy does not
require any further actions to remediate soil or groundwater contamination, EPA is proposing
that no financial assurance be required.

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VIII. Public Participation

Interested persons are invited to comment on EPA's proposed remedy. The public
comment period will last thirty (30) calendar days from the date that notice is published in a local
newspaper. Comments may be submitted by mail, fax, e-mail, or phone to Ms. Linda Matyskiela
at the address listed below.

A public meeting will be held upon request. Requests for a public meeting should be
made to Ms. Linda Matyskiela at the address listed below. A meeting will not be scheduled
unless one is requested.

The Administrative Record contains all the information considered by EPA for the
proposed decision at these Parcels. The Administrative Record is available at the following
location:

U.S. EPA Region III
1650 Arch Street
Philadelphia, PA 19103
Contact: Ms. Linda Matyskiela (3LC30)

Phone: (215) 814-3420
Fax:(215)814-3113
Email: matvskiela.linda@,epa.gov

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