[Federal Register Volume 65, Number 6 (Monday, January 10, 2000)]
[Notices]
[Pages 1381-1386]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-487]


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ENVIRONMENTAL PROTECTION AGENCY

[FRL-6512-7]


Announcement and Publication of a Standard Letter To Be Sent to 
Parties Requesting a Prospective Purchaser Agreement (PPA); a Checklist 
of Information Generally Required Before a PPA Can Be Negotiated; and a 
Revised Model PPA Announced by EPA on October 1, 1999

AGENCY: Environmental Protection Agency (EPA).

ACTION: Notice.

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SUMMARY: To further promote the reuse of CERCLA sites, EPA is 
streamlining the process for evaluating and negotiating Prospective 
Purchaser Agreements (PPAs). On October 1, 1999, EPA issued a standard 
letter to be sent to parties requesting PPAs (Attachment A); a proposed 
checklist of information needed by EPA to evaluate requests (Attachment 
B); and a revised Model PPA (Attachment C).
    The full text of these three documents follow.

FOR FURTHER INFORMATION CONTACT: For information on the letter and 
checklist, contact David Gordon in the Office of

[[Page 1382]]

Site Remediation Enforcement, Policy and Program Evaluation Division at 
202-564-5147; and for information on the Model PPA contact Helen 
Keplinger in the Office of Site Remediation Enforcement, Regional 
Support Division at 202-564-4221.

SUPPLEMENTARY INFORMATION: In 1995, EPA published the Guidance on 
Agreements with Prospective Purchasers of Contaminated Property (60 FR 
34792, July 3, 1995). This document and other PPA materials can be 
found on the Office of Site Remediation Enforcement's web page at 
http://es.epa.gov/oeca/osre/ (Open the links to Policy and Guidance 
Documents and then CERCLA, Liability).

    Dated: December 23, 1999.
 Barry Breen,
Director, Office of Site Remediation Enforcement.

Attachment A

    Dear [insert requester's name]:
    The United States Environmental Protection Agency (EPA), Region 
[__] has received your [insert date] request for a covenant not to sue 
for potential Superfund liability relating to [certain real property] 
that you intend to acquire. EPA will evaluate your request for a 
covenant not to sue in accordance with EPA's Guidance on Settlements 
with Prospective Purchasers of Contaminated Property. This guidance and 
a model Prospective Purchaser Agreement (PPA) may be found on EPA's web 
page at http://es.epa.gov/oeca/osre/. (Open the links to Policy and 
Guidance Documents and then CERCLA, Liability.) Alternatively, I would 
be happy to provide you with copies of the guidance and model upon your 
request.
    Attached to this letter is a checklist of information EPA may need 
in order to evaluate your request in a timely manner. After receiving 
this information, EPA will determine whether a PPA may be appropriate, 
or EPA may seek additional information from you in order to complete 
this evaluation. Where EPA determines that a PPA may be appropriate, 
EPA will inform the United States Department of Justice (DOJ) of the 
request and draft a PPA which will be mailed to you or your counsel. In 
order for the PPA to become effective, DOJ approval is required. In 
addition, as noted in the guidance, EPA will notify and solicit input 
from the public on a PPA whenever feasible.
    I look forward to the receipt of the requested information so that 
EPA can begin its evaluation process. Please do not hesitate to contact 
me if you have any questions about the requested information, the PPA 
process, or the guidance referenced above. I can be reached at [phone 
number].

Enclosure (check list)
          Sincerely yours,
          
[Title]

Attachment B--Checklist of Documents for PPA Evaluation

    In order to evaluate your request that the United States enter into 
a Prospective Purchaser Agreement (PPA), EPA requests the following 
information:
    1. Provide your name, address, telephone number, and, if 
represented, counsel's contact information.
    2. Describe the real property to be acquired and state whether it 
is the same property that has been, is being, or will be addressed by 
the Superfund response, or a smaller (or larger) parcel. (If known, 
please provide the CERCLIS database identification number for the 
site.)
    3. Include copies of any environmental studies done on the 
property.*
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    * Regions may omit the request for copies of studies when they 
have sufficient information on the property's environmental 
condition.
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    4. Describe the proposed use for the property including whether 
there will be a new use or continuation of the present use. If wastes 
containing hazardous substances will be generated by the new or 
continued use, please describe what those wastes are, how they will be 
managed on site, and how such wastes will be ultimately disposed.
    5. Describe how the proposed use of the property may benefit the 
surrounding community through, for example, abating environmental 
concerns, creating jobs, and increasing the local tax base.
    6. Indicate whether you plan to purchase or lease the property from 
the current owner, and summarize the terms of the agreement. Include 
the proposed purchase or lease price, and identify who will receive the 
proceeds of the sale or lease.
    7. If you plan to purchase the property and then lease it to 
another party, provide the name, contact information, and proposed use 
of the property by the anticipated lessee. Also, describe any plans to 
resell the property, and if known, the name, contact information, and 
proposed use of the property by the subsequent purchaser.
    8. Describe any affiliations with the current or previous owner(s) 
and activities you have conducted at the site.
    9. Indicate the value of the property after the anticipated cleanup 
is complete and include appropriate documentation such as an appraisal 
report.
    10. Describe any encumbrances on the property such as tax liens, 
mortgages, etc.
    11. Indicate the proposed date of property transfer and the date by 
which a PPA is needed.
    12. Provide any additional information or documentation that the 
requester believes may be useful to EPA in evaluating your request.

Please Note: EPA may request additional financial or other information 
at later date.

Attachment C--[Model PPA/Revised 9-30-99] United States 
Environmental Protection Agency Region ____

    In the Matter of: [name of Superfund Site]. Under the authority 
of the Comprehensive Environmental Response, Compensation, and 
Liability Act of 1980, 42 U.S.C. 9601, et seq., as amended. [state 
law, if appropriate]
[Docket Number]

Agreement and Covenant Not To Sue [Insert Settling Respondent's 
Name]

I. Introduction

    This Agreement and Covenant Not to Sue (``Agreement'') is made and 
entered into by and between the United States on behalf of the 
Environmental Protection Agency (``EPA'') [state of ____] and 
____________ [insert name of Settling Respondent] (collectively the 
``Parties'').
    This Agreement is entered into pursuant to the Comprehensive 
Environmental Response, Compensation, and Liability Act of 1980, as 
amended (``CERCLA''), 42 U.S.C. 9601, et seq. [If the state is a party, 
insert ``The State of ________, enters into this Agreement pursuant to 
[cite relevant state authority.]'' and make appropriate reference to 
state with respect to affected provisions, including payment or work to 
be performed] and the authority of the Attorney General of the United 
States to compromise and settle claims of the United States.
    [Provide introductory information, consistent with Definitions and 
Statement of Facts, about the party purchasing the contaminated 
property including, name (``Settling Respondent''), address, corporate 
status if applicable and include proposed use of the property by 
prospective purchaser. Provide name, location and description of Site.]

[[Page 1383]]

    The Parties agree to undertake all actions required by the terms 
and conditions of this Agreement. The purpose of this Agreement is to 
settle and resolve, subject to reservations and limitations contained 
in Sections VII, VIII, IX, and X [If this Agreement contains a separate 
section for Settling Respondent's reservations, add section number], 
the potential liability of the Settling Respondent for the Existing 
Contamination at the Property which would otherwise result from 
Settling Respondent becoming the owner of the Property.
    The Parties agree that the Settling Respondent's entry into this 
Agreement, and the actions undertaken by the Settling Respondent in 
accordance with the Agreement, do not constitute an admission of any 
liability by the Settling Respondent.
    The resolution of this potential liability, in exchange for 
provision by the Settling Respondent to EPA [and the state] of a 
substantial benefit, is in the public interest.

II. Definitions

    Unless otherwise expressly provided herein, terms used in this 
Agreement which are defined in CERCLA or in regulations promulgated 
under CERCLA shall have the meaning assigned to them in CERCLA or in 
such regulations, including any amendments thereto.
    1. ``EPA'' shall mean the United States Environmental Protection 
Agency and any successor departments or agencies of the United States.
    2. ``Existing Contamination'' shall mean any hazardous substances, 
pollutants or contaminants, present or existing on or under the Site as 
of the effective date of this Agreement. [When defining ``Existing 
Contamination,'' determine if the difference in size between ``Site'' 
and ``Property'' is such, with Property much smaller than Site, that 
the Covenant Not to Sue should be appropriately limited to the 
``Property.'' If so, substitute the following language. ``Existing 
Contamination'' shall mean:
    a. any hazardous substances, pollutants or contaminants present or 
existing on or under the Property as of the effective date of this 
Agreement;
    b. any hazardous substances, pollutants or contaminants that 
migrated from the Property prior to the effective date of this 
Agreement; and
    c. any hazardous substances, pollutants or contaminants presently 
at the Site that migrate onto or under or from the Property after the 
effective date of this Agreement.]
    3. ``Institutional Controls'' shall mean [when Institutional 
Controls are part of the consideration for the Agreement, it may be 
appropriate to use language from the Model CD for RD/RA to ensure 
enforceable institutional controls provisions. It may be necessary to 
use a separate agreement for the specific Institutional Controls being 
required. The Access/Notice provisions in Section V have also been 
changed pursuant to recommendation of the Institutional Controls 
Workgroup.]
    4. ``Parties'' shall mean the United States on behalf of EPA [State 
of ____________], and the Settling Respondent.
    5. ``Property'' shall mean that portion of the Site, encompassing 
approximately ____ acres, which is described in Exhibit 1 of this 
Agreement.
    6. ``Settling Respondent'' shall mean ____________.
    7. ``Site'' shall mean the [Superfund] Site encompassing 
approximately ________ acres, located at [address or description of 
location] in [name of city, county, and State], and depicted generally 
on the map attached as Exhibit 2. The Site shall include the Property, 
and all areas to which hazardous substances and/or pollutants or 
contaminants, have come to be located [provide a more specific 
definition of the Site where possible; may also wish to include within 
Site description structures, USTs, etc].
    8. ``United States'' shall mean the United States of America, its 
departments, agencies, and instrumentalities.

III. Statement of Facts

    9. [Include only those facts relating to the Site that are relevant 
to the covenant being provided the prospective purchaser. Avoid adding 
information that relates only to actions or parties that are outside of 
this Agreement.]
    10. The Settling Respondent represents, and for the purposes of 
this Agreement EPA [and the state] relies on those representations, 
that Settling Respondent's involvement with the Property and the Site 
has been limited to the following: [Provide facts of any involvement by 
Settling Respondent with the Site, for example performing an 
environmental audit, or if Settling Respondent has had no involvement 
with the Site so state.].

IV. Payment

    11. In consideration of and in exchange for the United States' 
Covenant Not to Sue in Section VIII herein [and Removal of Lien in 
Section XXI herein, provided that is part of the consideration for this 
Agreement], Settling Respondent agrees to pay to EPA the sum of 
$____________, within____ days of the effective date of this Agreement. 
[Add separate Work section if the consideration is work to be 
performed.] The Settling Respondent shall make all payments required by 
this Agreement in the form of a certified check or checks made payable 
to ``EPA Hazardous Substance Superfund,'' referencing the EPA Region, 
EPA Docket number, and Site/Spill ID# ____________ [insert 4-digit no.; 
first 2 numbers represent Region, second 2 numbers are Region's Site/
Spill ID no.], [DOJ case number ____________, if applicable] and name 
and address of Settling Respondent. [insert Regional Superfund Lockbox 
address where payment should be sent]. Notice of payment shall be sent 
to those persons listed in Section XV (Notices and Submissions) and to 
EPA Region ____ Financial Management Officer [insert address].
    12. Amounts due and owing pursuant to the terms of this Agreement 
but not paid in accordance with the terms of this Agreement shall 
accrue interest at the rate established pursuant to Section 107(a) of 
CERCLA, 42 U.S.C. 9607(a), compounded on an annual basis.
[____.] [Work To Be Performed]
    [Include this section and other appropriate provisions relating to 
performance of the work, such as financial assurance, agency approvals, 
reporting, etc., where work to be performed is the consideration for 
the Agreement.
    ____. Statement of Work attached as Exhibit 3.]

V. Access/Notice to Successors in Interest

    13. Commencing upon the date that it acquires title to the 
Property, Settling Respondent agrees to provide to EPA [and the state] 
its authorized officers, employees, representatives, and all other 
persons performing response actions under EPA [or state] oversight, an 
irrevocable right of access at all reasonable times to the Property and 
to any other property to which access is required for the 
implementation of response actions at the Site, to the extent access to 
such other property is controlled by the Settling Respondent, for the 
purposes of performing and overseeing response actions at the Site 
under federal [and state] law. EPA agrees to provide reasonable notice 
to the Settling Respondent of the timing of response actions to be 
undertaken at the Property. Notwithstanding any provision of this 
Agreement, EPA retains all of its access authorities and rights, 
including enforcement authorities related thereto, under CERCLA, the 
Solid Waste Disposal Act, as amended by the Resource

[[Page 1384]]

Conservation and Recovery Act, 42 U.S.C. 6901 (``RCRA'') et seq., and 
any other applicable statute or regulation, including any amendments 
thereto.
    14. With respect to any Property owned or controlled by the 
Settling Respondent that is located within the Site, within 15 days 
after the effective date of this Agreement or the date of acquisition 
of any Property, whichever date is later, the Settling Respondent shall 
submit to EPA for review and approval a notice to be filed with the 
Recorder's Office [or Registry of Deeds or other appropriate office], 
____________ County, State of ________________, which shall provide 
notice to all successors-in-title that the Property is part of the 
Site, that EPA selected a remedy the Site on ____________, and that 
potentially responsible parties [or if Fund financed, so state] have 
entered a Consent Decree requiring implementation of the remedy. Such 
notice(s) shall identify the United States District Court in which the 
Consent Decree was filed, the name and civil action number of the case, 
and the date the Consent Decree was entered by the Court. [Language in 
this paragraph may differ for pre-remedial sites. Carefully review the 
status of any response action for the property subject to the PPA and 
provide the appropriate information.] The Settling Respondent shall 
record the notice(s) within 10 days of EPA's approval of the notice(s). 
The Settling Respondent shall provide EPA with a certified copy of the 
recorded notice(s) within 10 days of recording such 
notice(s).1
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    \1\ Regions negotiating PPAs for Sites that may be owned by one 
person but controlled by another should discuss appropriate language 
for this Paragraph with Headquarters.
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    15. The Settling Respondent shall ensure that assignees, successors 
in interest, lessees, and sublessees of the Property shall provide the 
same access and cooperation [including any Institutional Controls]. The 
Settling Respondent shall ensure that a copy of this Agreement is 
provided to any current lessee or sublessee on the Property as of the 
effective date of this Agreement and shall ensure that any subsequent 
leases, subleases, assignments or transfers of the Property or an 
interest in the Property are consistent with this Section, and Section 
XI (Parties Bound/Transfer of Covenant), of the Agreement [and where 
appropriate, Section ____ (Work to be Performed)].

VI. Due Care/Cooperation

    16. The Settling Respondent shall exercise due care at the Site 
with respect to the Existing Contamination and shall comply with all 
applicable local, State, and federal laws and regulations. The Settling 
Respondent recognizes that the implementation of response actions at 
the Site may interfere with the Settling Respondent's use of the 
Property, and may require closure of its operations or a part thereof. 
The Settling Respondent agrees to cooperate fully with EPA in the 
implementation of response actions at the Site and further agrees not 
to interfere with such response actions. EPA agrees, consistent with 
its responsibilities under applicable law, to use reasonable efforts to 
minimize any interference with the Settling Respondent's operations by 
such entry and response. In the event the Settling Respondent becomes 
aware of any action or occurrence which causes or threatens a release 
of hazardous substances, pollutants or contaminants at or from the Site 
that constitutes an emergency situation or may present an immediate 
threat to public health or welfare or the environment, Settling 
Respondent shall immediately take all appropriate action to prevent, 
abate, or minimize such release or threat of release, and shall, in 
addition to complying with any applicable notification requirements 
under Section 103 of CERCLA, 42 U.S.C. 9603, or any other law, 
immediately notify EPA of such release or threatened release.

VII. Certification

    17. By entering into this agreement, the Settling Respondent 
certifies that to the best of its knowledge and belief it has fully and 
accurately disclosed to EPA [and the state] all information known to 
Settling Respondent and all information in the possession or control of 
its officers, directors, employees, contractors and agents which 
relates in any way to any Existing Contamination or any past or 
potential future release of hazardous substances, pollutants or 
contaminants at or from the Site and to its qualification for this 
Agreement. The Settling Respondent also certifies that to the best of 
its knowledge and belief it has not caused or contributed to a release 
or threat of release of hazardous substances or pollutants or 
contaminants at the Site. If the United States [and the state] 
determines that information provided by Settling Respondent is not 
materially accurate and complete, the Agreement, within the sole 
discretion of the United States, shall be null and void and the United 
States [and the state] reserves all rights it [they] may have.

VIII. United States' Covenant Not To Sue 2
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    \2\ Since the covenant not to sue is from the United States, 
Regions negotiating these Agreements should advise the Department of 
Justice if any other federal agency is involved with the Site, or of 
other CERCLA claim with respect to the Site and use best efforts to 
advise such federal agency of the proposed settlement.
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    18. Subject to the Reservation of Rights in Section IX of this 
Agreement, upon payment of the amount specified in Section IV 
(Payment), of this Agreement [if consideration for Agreement is work to 
be performed, insert, as appropriate, ``and upon completion of the work 
specified in Section ---- (Work to Be Performed) to the satisfaction of 
EPA''], the United States [and the state] covenants not to sue or take 
any other civil or administrative action against Settling Respondent 
for any and all civil liability for injunctive relief or reimbursement 
of response costs pursuant to Sections 106 or 107(a) of CERCLA, 42 
U.S.C. 9606 or 9607(a) [and state law cite] with respect to the 
Existing Contamination.

IX. Reservation of Rights

    19. The covenant not to sue set forth in Section VIII above does 
not pertain to any matters other than those expressly specified in 
Section VIII (United States' Covenant Not to Sue). The United States 
[and the State] reserves and the Agreement is without prejudice to all 
rights against Settling Respondent with respect to all other matters, 
including but not limited to, the following:
    (a) claims based on a failure by Settling Respondent to meet a 
requirement of this Agreement, including but not limited to Section IV 
(Payment), Section V (Access/Notice to Successors in Interest), Section 
VI (Due Care/Cooperation), Section XIV (Payment of Costs, [and, if 
appropriate, Section ____ (Work to be Performed)];
    (b) any liability resulting from past or future releases of 
hazardous substances, pollutants or contaminants, at or from the Site 
caused or contributed to by Settling Respondent, its successors, 
assignees, lessees or sublessees;
    (c) any liability resulting from exacerbation by Settling 
Respondent, its successors, assignees, lessees or sublessees, of 
Existing Contamination;
    (d) any liability resulting from the release or threat of release 
of hazardous substances, pollutants or contaminants, at the Site after 
the effective date of this Agreement, not within the definition of 
Existing Contamination;
    (e) criminal liability;
    (f) liability for damages for injury to, destruction of, or loss of 
natural resources, and for the costs of any

[[Page 1385]]

natural resource damage assessment incurred by federal agencies other 
than EPA; and
    (g) liability for violations of local, State or federal law or 
regulations.
    20. With respect to any claim or cause of action asserted by the 
United States [or the state], the Settling Respondent shall bear the 
burden of proving that the claim or cause of action, or any part 
thereof, is attributable solely to Existing Contamination.
    21. Nothing in this Agreement is intended as a release or covenant 
not to sue for any claim or cause of action, administrative or 
judicial, civil or criminal, past or future, in law or in equity, which 
the United States [or the state] may have against any person, firm, 
corporation or other entity not a party to this Agreement.
    22. Nothing in this Agreement is intended to limit the right of EPA 
[or the state] to undertake future response actions at the Site or to 
seek to compel parties other than the Settling Respondent to perform or 
pay for response actions at the Site. Nothing in this Agreement shall 
in any way restrict or limit the nature or scope of response actions 
which may be taken or be required by EPA [or the state] in exercising 
its authority under federal [or state ] law. Settling Respondent 
acknowledges that it is purchasing Property where response actions may 
be required.

X. Settling Respondent's Covenant Not To Sue

    23. In consideration of the United States' Covenant Not To Sue in 
Section VIII of this Agreement, the Settling Respondent hereby 
covenants not to sue and not to assert any claims or causes of action 
against the United States [or the state], its authorized officers, 
employees, or representatives with respect to the Site or this 
Agreement, including but not limited to, any direct or indirect claims 
for reimbursement from the Hazardous Substance Superfund established 
pursuant to the Internal Revenue Code, 26 U.S.C. 9507, through CERCLA 
Sections 106(b)(2), 111, 112, 113, or any other provision of law, any 
claim against the United States, including any department, agency or 
instrumentality of the United States under CERCLA Sections 107 or 113 
related to the Site, or any claims arising out of response activities 
at the Site, including claims based on EPA's oversight of such 
activities or approval of plans for such activities.
    24. The Settling Respondent reserves, and this Agreement is without 
prejudice to, actions against the United States based on negligent 
actions taken directly by the United States, not including oversight or 
approval of the Settling Respondent's plans or activities, that are 
brought pursuant to any statute other than CERCLA or RCRA and for which 
the waiver of sovereign immunity is found in a statute other than 
CERCLA or RCRA. Nothing herein shall be deemed to constitute 
preauthorization of a claim within the meaning of Section 111 of 
CERCLA, 42 U.S.C. 9611, or 40 CFR 300.700(d).

XI. Parties Bound/Transfer of Covenant

    25. This Agreement shall apply to and be binding upon the United 
States, [and the state], and shall apply to and be binding upon the 
Settling Respondent, its officers, directors, and employees. The United 
States' Covenant Not to Sue in Section VIII and Contribution Protection 
in Section XVIII shall apply to Settling Respondent's officers, 
directors, or employees to the extent that the alleged liability of the 
officer, director, or employee is based on its status and in its 
capacity as an officer, director, or employee of Settling Respondent, 
and not to the extent that the alleged liability arose independently of 
the alleged liability of the Settling Respondent. Each signatory of a 
Party to this Agreement represents that he or she is fully authorized 
to enter into the terms and conditions of this Agreement and to legally 
bind such Party.
    26. Notwithstanding any other provisions of this Agreement, all of 
the rights, benefits and obligations conferred upon Settling Respondent 
under this Agreement may be assigned or transferred to any person with 
the prior written consent of EPA [and the state] in its sole 
discretion.
    27. The Settling Respondent agrees to pay the reasonable costs 
incurred by EPA [and the state] to review any subsequent requests for 
consent to assign or transfer the benefits conferred by this Agreement.
    28. In the event of an assignment or transfer of the Property or an 
assignment or transfer of an interest in the Property, the assignor or 
transferor shall continue to be bound by all the terms and conditions, 
and subject to all the benefits, of this Agreement except as EPA [the 
state] and the assignor or transferor agree otherwise and modify this 
Agreement, in writing, accordingly. Moreover, prior to or simultaneous 
with any assignment or transfer of the Property, the assignee or 
transferee must consent in writing to be bound by the terms of this 
Agreement including but not limited to the certification requirement in 
Section VII of this Agreement in order for the Covenant Not to Sue in 
Section VIII to be available to that party. The Covenant Not To Sue in 
Section VIII shall not be effective with respect to any assignees or 
transferees who fail to provide such written consent to EPA [and the 
state].

XII. Disclaimer

    29. This Agreement in no way constitutes a finding by EPA [or the 
state] as to the risks to human health and the environment which may be 
posed by contamination at the Property or the Site nor constitutes any 
representation by EPA [or the state] that the Property or the Site is 
fit for any particular purpose.

XIII. Document Retention

    30. The Settling Respondent agrees to retain and make available to 
EPA [and the state] all business and operating records, contracts, Site 
studies and investigations, and documents relating to operations at the 
Property, for at least ten years, following the effective date of this 
Agreement unless otherwise agreed to in writing by the Parties. At the 
end of ten years, the Settling Respondent shall notify EPA [and the 
state] of the location of such documents and shall provide EPA [and the 
state] with an opportunity to copy any documents at the expense of EPA 
[or the state]. [Where work is to be performed, consider providing for 
document retention for ten years or until completion of work to the 
satisfaction of EPA, whichever is longer.]

XIV. Payment of Costs

    31. If the Settling Respondent fails to comply with the terms of 
this Agreement, including, but not limited to, the provisions of 
Section IV (Payment), [or Section--(Work to be Performed)] of this 
Agreement, it shall be liable for all litigation and other enforcement 
costs incurred by the United States [and the state] to enforce this 
Agreement or otherwise obtain compliance.

XV. Notices and Submissions

    32. [Insert names, titles, and addresses of those to whom notices 
and submissions are due, specifying which submissions are required.]

XVI. Effective Date

    33. The effective date of this Agreement shall be the date upon 
which EPA issues written notice to the Settling Respondent that EPA 
[and the state] has fully executed the Agreement after review of and 
response to any public comments received.

[[Page 1386]]

XVII. Termination

    34. If any Party believes that any or all of the obligations under 
Section V (Access/Notice to Successors in Interest) are no longer 
necessary to ensure compliance with the requirements of the Agreement, 
that Party may request in writing that the other Party agree to 
terminate the provision(s) establishing such obligations; provided, 
however, that the provision(s) in question shall continue in force 
unless and until the party requesting such termination receives written 
agreement from the other party to terminate such provision(s).

XVIII. Contribution Protection

    35. With regard to claims for contribution against Settling 
Respondent, the Parties hereto agree that the Settling Respondent is 
entitled to protection from contribution actions or claims as provided 
by CERCLA Section 113(f)(2), 42 U.S.C. 9613(f)(2) for matters addressed 
in this Agreement. The matters addressed in this Agreement are [all 
response actions taken or to be taken and response costs incurred or to 
be incurred by the United States or any other person for the Site with 
respect to the Existing Contamination].
    36. The Settling Respondent agrees that with respect to any suit or 
claim for contribution brought by it for matters related to this 
Agreement it will notify the United States [and the state] in writing 
no later than 60 days prior to the initiation of such suit or claim.
    37. The Settling Respondent also agrees that with respect to any 
suit or claim for contribution brought against it for matters related 
to this Agreement it will notify in writing the United States [and the 
state] within 10 days of service of the complaint on them.

XIX. Exhibits

    38. Exhibit 1 shall mean the description of the Property which is 
the subject of this Agreement.
    39. Exhibit 2 shall mean the map depicting the Site.
    [--. Exhibit 3 shall mean the Statement of Work.]

XX. Removal of Lien

    40. [Use this provision only when appropriate.] Subject to the 
Reservation of Rights in Section IX of this Agreement, upon payment of 
the amount specified in Section IV (Payment) [or upon satisfactory 
completion of work to be performed specified in Section ____ (Work to 
be Performed)], EPA agrees to remove any lien it may have on the 
Property under Section 107(l) of CERCLA, 42 U.S.C. 9607(l), as a result 
of response action conducted by EPA at the Property.

XXI. Public Comment

    41. This Agreement shall be subject to a thirty-day public comment 
period, after which EPA may modify or withdraw its consent to this 
Agreement if comments received disclose facts or considerations which 
indicate that this Agreement is inappropriate, improper or inadequate.

It Is So Agreed:

United States Environmental Protection Agency

By:

----------------------------------------------------------------------
Regional Administrator            Date
Region ____

It Is So Agreed:

United States Department of Justice

By:

----------------------------------------------------------------------
Assistant Attorney General            Date
Environment and Natural Resources Division, Department of Justice

It Is So Agreed:

By:
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Name            Date

[FR Doc. 00-487 Filed 1-7-00; 8:45 am]
BILLING CODE 6560-50-P