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(e) include information regarding percentage of completion, unresolved delays
encountered or anticipated that may affect the future schedule for implementation of the
Work, and a description of efforts made to mitigate those delays or anticipated delays;

(f) include any modifications to the work plans or other schedules that Settling Defendant
has proposed to EPA or that have been approved by EPA; and

(g) describe all activities undertaken in support of the Community Relations Plan during
the previous two (2) months and those to be undertaken in the next 2 months.

Settling Defendant shall submit these progress reports to EPA and the State by the 10th day of
every other month following the lodging of this Consent Decree until EPA notifies the Settling
Defendant pursuant to Paragraph 49.b of Section XIV (Certification of Completion). If
requested by EPA, Settling Defendant shall also provide briefings for EPA to discuss the
progress of the Work.

30. The Settling Defendant shall notify EPA of any change in the schedule
described in the bi-monthly progress report for the performance of any activity, including, but
not limited to, data collection and implementation of work plans, no later than seven (7) days
prior to the performance of the activity.

31. Upon the occurrence of any event during performance of the Work that
Settling Defendant is required to report pursuant to Section 103 of CERCLA or Section 304 of
the Emergency Planning and Community Right-to-Know Act (EPCRA), Settling Defendant
shall, within 24 hours of the onset of such event, orally notify the EPA Project Coordinator or the
Alternate EPA Project Coordinator (in the event of the unavailability of the EPA Project
Coordinator), or, in the event that neither the EPA Project Coordinator or Alternate EPA Project
Coordinator is available, the Emergency Response Section, Region 4, United States
Environmental Protection Agency. These reporting requirements are in addition to the reporting
required by CERCLA Section 103 or EPCRA Section 304.

32. Within twenty (20) days of the onset of such an event, Settling Defendant
shall furnish to Plaintiff a written report, signed by the Settling Defendant’s Project Coordinator,
setting forth the events which occurred and the measures taken, and to be taken, in response
thereto. Within thirty (30) days of the conclusion of such an event, Settling Defendant shall
submit a report setting forth all actions taken in response thereto.

33. Settling Defendant shall submit copies (two (2) hard copies and one (1)
electronic copy in PDF format) of all plans, reports, and data required by the SOW, the Remedial
Design/Remedial Action Work Plan, or any other approved plans to EPA in accordance with the
schedules set forth in such plans. Settling Defendant shall simultaneously submit copies (two (2)
hard copies and one (1) electronic copy in PDF format) of all such plans, reports and data to the
State. Upon request by EPA, Settling Defendant shall submit in electronic form all portions of
any other report or deliverable Settling Defendant is required to submit pursuant to the

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(1) conditions at the Site, previously unknown to EPA, are
discovered, or

(2) information, previously unknown to EPA, is received, in whole
or in part,

and EPA determines that these previously unknown conditions or information together with any
other relevant information indicates that the Remedial Action is not protective of human health
or the environment.

83. United States' Post-certification Reservations. Notwithstanding any other
provision of this Consent Decree, the United States reserves, and this Consent Decree is without
prejudice to, the right to institute proceedings in this action or in a new action, or to issue an
administrative order seeking to compel Settling Defendant

a. to perform further response actions relating to the Site, or

b. to reimburse the United States for additional costs of response if,
subsequent to Certification of Completion of the Remedial Action:

(1) conditions at the Site, previously unknown to EPA, are
discovered, or

(2) information, previously unknown to EPA, is received, in whole
or in part,

and EPA determines that these previously unknown conditions or this information together with
other relevant information indicate that the Remedial Action is not protective of human health or
the environment.

84. For purposes of Paragraph 82, the information and the conditions known to
EPA shall include only that information and those conditions known to EPA as of the date the
ROD was signed and set forth in the ROD for the Site and the administrative record supporting
the ROD. For purposes of Paragraph 83, the information and the conditions known to EPA shall
include only that information and those conditions known to EPA as of the date of Certification
of Completion of the Remedial Action and set forth in the ROD, the administrative record
supporting the ROD, the post-ROD administrative record, or in any information received by
EPA pursuant to the requirements of this Consent Decree prior to Certification of Completion of
the Remedial Action.

85. General reservations of rights. The United States reserves, and this Consent
Decree is without prejudice to, all rights against Settling Defendant with respect to all matters
not expressly included within Plaintiff's covenant not to sue. Notwithstanding any other
provision of this Consent Decree, the United States reserves all rights against Settling Defendant

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Paragraph 67.a.

67. Formal dispute resolution for disputes that neither pertain to the selection or
adequacy of any response action, nor are otherwise accorded review on the administrative record
under applicable principles of administrative law, shall be governed by this Paragraph.

a. Following receipt of Settling Defendant’s Statement of Position
submitted pursuant to Paragraph 66, the Director of the Superfund
Division, EPA Region 4, will issue a final decision resolving the
dispute. The Superfund Division Director's decision shall be
binding on the Settling Defendant unless, within ten (10) days of
receipt of the decision, the Settling Defendant files with the Court
and serve on the parties a motion for judicial review of the decision
setting forth the matter in dispute, the efforts made by the parties to
resolve it, the relief requested, and the schedule, if any, within
which the dispute must be resolved to ensure orderly
implementation of the Consent Decree. The United States may file
a response to Settling Defendant’s motion.

b. Notwithstanding Paragraph K of Section I (Background) of this
Consent Decree, judicial review of any dispute governed by this
Paragraph shall be governed by applicable principles of law.

68. The invocation of formal dispute resolution procedures under this Section
shall not extend, postpone, or affect in any way any obligation of the Settling Defendant under
this Consent Decree, not directly in dispute, unless EPA or the Court agrees otherwise.
Stipulated penalties with respect to the disputed matter shall continue to accrue, but payment
shall be stayed pending resolution of the dispute as provided in Paragraph 77. Notwithstanding
the stay of payment, stipulated penalties shall accrue from the first day of noncompliance with
any applicable provision of this Consent Decree. In the event that Settling Defendant does not
prevail on the disputed issue, stipulated penalties shall be assessed and paid as provided in
Section XX (Stipulated Penalties).

XX. STIPULATED PENALTIES

69. Settling Defendant shall be liable for stipulated penalties in the amounts set
forth in Paragraphs 70 and 71 to the United States for failure to comply with the requirements of
this Consent Decree specified below, unless excused under Section XVIII (Force Majeure).
“Compliance” by Settling Defendant shall include completion of the activities under this Consent
Decree or any work plan or other plan approved under this Consent Decree identified below in
accordance with all applicable requirements of law, this Consent Decree, the SOW, and any
plans or other documents approved by EPA pursuant to this Consent Decree and within the
specified time schedules established by and approved under this Consent Decree.

70. Stipulated Penalty Amounts - Work. The following stipulated penalties shall

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95. Settling Defendant shall, with respect to any suit or claim brought by it for
matters related to this Consent Decree, notify the United States in writing no later than sixty (60)
days prior to the initiation of such suit or claim.

96. Settling Defendant shall, with respect to any suit or claim brought against it
for matters related to this Consent Decree, notify in writing the United States within ten (10)
days of service of the complaint on Settling Defendant. In addition, Settling Defendant shall
notify the United States within ten (10) days of service or receipt of any Motion for Summary
Judgment and within ten (10) days of receipt of any order from a court setting a case for trial.

97. In any subsequent administrative or judicial proceeding initiated by the United
States for injunctive relief, recovery of response costs, or other appropriate relief relating to the
Site, Settling Defendant shall not assert, and may not maintain, any defense or claim based upon
the principles of waiver, res judicata, collateral estoppel, issue preclusion, claim-splitting, or
other defenses based upon any contention that the claims raised by the United States in the
subsequent proceeding were or should have been brought in the instant case; provided, however,
that nothing in this Paragraph affects the enforceability of the covenants not to sue set forth in
Section XXI (Covenants Not to Sue by Plaintiff).

XXIV. ACCESS TO INFORMATION

98. Settling Defendant shall provide to EPA and the State, upon request, copies of
all documents and information within its possession or control or that of its contractors or agents
relating to activities at the Site or to the implementation of this Consent Decree, including, but
not limited to, sampling, analysis, chain of custody records, manifests, trucking logs, receipts,
reports, sample traffic routing, correspondence, or other documents or information related to the
Work. Settling Defendant shall also make available to EPA and the State, for purposes of
investigation, information gathering, or testimony, their employees, agents, or representatives
with knowledge of relevant facts concerning the performance of the Work.

99. Business Confidential and Privileged Documents.

a. Settling Defendant may assert business confidentiality claims
covering part or all of the documents or information submitted to
Plaintiff under this Consent Decree to the extent permitted by and
in accordance with Section 104(e)(7) of CERCLA, 42 U.S.C. §
9604(e)(7), and 40 C.F.R. § 2.203(b). Documents or information
determined to be confidential by EPA will be afforded the
protection specified in 40 C.F.R. Part 2, Subpart B. Ifno claim of
confidentiality accompanies documents or information when they
are submitted to EPA, or if EPA has notified Settling Defendant
that the documents or information are not confidential under the
standards of Section 104(e)(7) of CERCLA or 40 C.F-.R. Part 2,
Subpart B, the public may be given access to such documents or
information without further notice to Settling Defendant.

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Program Statement of Work for Organic Analysis” dated February 1988, and any amendments
made thereto during the course of the implementation of this Decree; however, upon approval by
EPA, after opportunity for review and comment by the State, the Settling Defendant may use
other analytical methods which are as stringent as or more stringent than the approved methods
of the Contract Lab Program. Settling Defendant shall ensure that all laboratories it uses for
analysis of samples taken pursuant to this Consent Decree participate in an EPA or EPA-
equivalent QA/QC program. Settling Defendant shall only use laboratories that have a
documented Quality System which complies with ANSI/ASQC E4-1994, “Specifications and
Guidelines for Quality Systems for Environmental Data Collection and Environmental
Technology Programs,” (American National Standard, January 5, 1995), and “EPA
Requirements for Quality Management Plans (QA/R-2),” (EPA/240/B-01/002, March 2001) or
equivalent documentation as determined by EPA. EPA may consider laboratories accredited
under the National Environmental Laboratory Accreditation Program (NELAP) as meeting the
Quality System requirements. Settling Defendant shall ensure that all field methodologies
utilized in collecting samples for subsequent analysis pursuant to this Decree will be conducted
in accordance with the procedures set forth in the QAPP approved by EPA.

21. Upon request, the Settling Defendant shall allow split or duplicate samples to
be taken by EPA or its authorized representatives. Settling Defendant shall notify EPA not less
than thirty (30) days in advance of any sample collection activity unless shorter notice is agreed
to by EPA. In addition, EPA shall have the right to take any additional samples that EPA deems
necessary. Upon request, EPA shall allow Settling Defendant to take split or duplicate samples
of any samples it takes as part of the Plaintiff's oversight of Settling Defendant’s implementation
of the Work.

22. Settling Defendant shall submit to EPA six (6) copies of the results of all
sampling and/or tests or other data obtained or generated by or on behalf of Settling Defendant
with respect to the Site and/or the implementation of this Consent Decree unless EPA agrees
otherwise.

23. Notwithstanding any provision of this Consent Decree, the United States
hereby retains all of its information gathering and inspection authorities and rights, including
enforcement actions related thereto, under CERCLA, RCRA and any other applicable statutes or
regulations.

IX. ACCESS AND INSTITUTIONAL CONTROLS

24, If the Site, or any other real property where access and/or land/water use
restrictions are needed to implement this Consent Decree, is owned or controlled by the Settling
Defendant:

a. Settling Defendant shall, commencing on the date of lodging of this
Consent Decree, provide the United States and its representatives,
including EPA, contractors, and subcontractors, with access at all
reasonable times to the Site, or such other real property, to conduct any

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Case 4:10-cv-00053-SPM-WCS ‘Document 4-1 Filed 02/17/10 Page 54 of 55

THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of United States v.
ITT Corporation, relating to the former ITT Thompson Industries Superfund Site.

FOR THE UNITED STATES

, 7 Yi) PROTECTION AGENCY
3-FeEB-1) lA L} Yin.

Date Z FranklinE. Hill - “
. Director, Superfund Division

United States Environmental Protection Agency
Region 4

61 Forsyth Street, SW

Atlanta, GA 30303

02/e3 ho . a Aken £ A

Date : Caroline B. Philson
- Associate Regional Counsel
” U.S. Environmental Protection Agency .
Region 4 OO
61 Forsyth Street, SW
Atlanta, GA 30303

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 52 of 55

Decree shall constitute a final judgment between and among the United States and the Settling
Defendant. The Court finds that there is no just reason for delay and therefore enters this
judgment as a final judgment under Fed. R. Civ. P. 54 and 58.

SO ORDERED THIS*3 DAY Spe n Wi

Ch

United States District Judge

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 24 of 55

Within thirty (30) days of entry of this Consent Decree, Settling Defendant shall
also establish and maintain financial assurance for the remaining $900,000.00 of the Estimated
Cost of the Work in one or more of the following less liquid forms:

a. an incrementally-funded trust fund; or
b. aperformance bond.

45. In the event that EPA determines at any time that a Performance Guarantee
provided by Settling Defendant pursuant to this Section is inadequate or otherwise no longer
satisfies the requirements set forth in this Section, whether due to an increase in the estimated
cost of completing the Work or for any other reason, or in the event that Settling Defendant
becomes aware of information indicating that a Performance Guarantee provided pursuant to this
Section is inadequate or otherwise no longer satisfies the requirements set forth in this Section,
whether due to an increase in the estimated cost of completing the Work or for any other reason,
Settling Defendant, within thirty (30) days of receipt of notice of EPA's determination or, as the
case may be, within thirty (30) days of Settling Defendant becoming aware of such information,
shall obtain and present to EPA for approval a proposal for a revised or alternative form of
Performance Guarantee listed in Paragraph 44 of this Consent Decree that satisfies all
requirements set forth in this Section XIII. In seeking approval for a revised or alternative form
of Performance Guarantee, Settling Defendant shall follow the procedures set forth in Paragraph
47.b(2) of this Consent Decree. Settling Defendant’s inability to post a Performance Guarantee
for completion of the Work shall in no way excuse performance of any other requirements of this
Consent Decree, including, without limitation, the obligation of Settling Defendant to complete
the Work in strict accordance with the terms hereof.

46. The commencement of any Work Takeover pursuant to Paragraph 86 of this
Consent Decree shall trigger EPA’s right to receive the benefit of any Performance Guarantee(s)
provided pursuant to Paragraph 44, and at such time EPA shall have immediate access to
resources guaranteed under any Performance Guarantee, whether in cash or in kind, as needed to
continue and complete the Work assumed by EPA under the Work Takeover. If for any reason
EPA is unable to promptly secure the resources guaranteed under any Performance Guarantee,
whether in cash or in kind, necessary to continue and complete the Work assumed by EPA under
the Work Takeover, Settling Defendant shall immediately, upon written demand from EPA,
deposit into an account specified by EPA, in immediately available funds and without setoff,
counterclaim, or condition of any kind, a cash amount up to, but not exceeding, the estimated
cost of the remaining Work to be performed as of such date, as determined by EPA.

47, Modification of Amount and/or Form of Performance Guarantee.

a. Reduction of Amount of Performance Guarantee. If Settling
Defendant believes that the estimated cost to complete the
remaining Work has diminished below the amount set forth in
Paragraph 44 above, Settling Defendant may, on any anniversary

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 42 of 55

with respect to:

86.

claims based on a failure by Settling Defendant to meet a requirement of
this Consent Decree;

liability arising from the past, present, or future disposal, release, or
threat of release of Waste Material outside of the Site;

liability based upon the Settling Defendant’s prior or continuing
ownership or operation of the Site, or upon the Settling Defendant’s
prior or continuing transportation, treatment, storage, or disposal, or the
arrangement for the transportation, treatment, storage, or disposal of
Waste Material at or in connection with the Site, other than as provided
in the ROD, the Work, or otherwise ordered by EPA, after signature of
this Consent Decree by the Settling Defendant;

liability for damages for injury to, destruction of, or loss of natural
resources, and for the costs of any natural resource damage assessments;

criminal liability;

liability for violations of federal or state law which occur during or after
implementation of the Remedial Action; and

liability, prior to Certification of Completion of the Remedial Action, for
additional response actions that EPA determines are necessary to
achieve Performance Standards, but that cannot be required pursuant to
Paragraph 12 (Modification of the SOW or Related Work Plans);

previously incurred costs of response above the amounts reimbursed
pursuant to Paragraph 52.a;

liability for additional operable units at the Site or the final response
action.

Work Takeover.

In the event EPA determines that Settling Defendant has (i) ceased

implementation of any portion of the Work, or (ii) is seriously or repeatedly deficient or late in
its performance of the Work, or (iii) is implementing the Work in a manner which may cause an
endangerment to human health or the environment, EPA may issue a written notice (“Work
Takeover Notice”) to Settling Defendant. Any Work Takeover Notice issued by EPA will
specify the grounds upon which such notice was issued and will provide Settling Defendant a
period of ten (10) days within which to remedy the circumstances giving rise to EPA’s issuance

of such notice.

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ensuring that its contractors and subcontractors perform the Work contemplated herein in
accordance with this Consent Decree. With regard to the activities undertaken pursuant to this
Consent Decree, each contractor and subcontractor shall be deemed to be in a contractual
relationship with the Settling Defendant within the meaning of Section 107(b)(3) of CERCLA,
42 U.S.C. § 9607(b)(3).

IV. DEFINITIONS

4. Unless otherwise expressly provided herein, terms used in this Consent
Decree which are defined in CERCLA or in regulations promulgated under CERCLA shall have
the meaning assigned to them in CERCLA or in such regulations. Whenever terms listed below
are used in this Consent Decree or in the appendices attached hereto and incorporated hereunder,
the following definitions shall apply:

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, 42 U.S.C. §§ 9601, et seq.

“Consent Decree” shall mean this Decree and all appendices attached hereto (listed in
Section XXIX). In the event of conflict between this Decree and any appendix, this
Decree shall control.

“Day” shall mean a calendar day unless expressly stated to be a working day. “Working
day” shall mean a day other than a Saturday, Sunday, or Federal holiday. In computing
any period of time under this Consent Decree, where the last day would fall on a
Saturday, Sunday, or Federal holiday, the period shall run until the close of business of
the next working day.

“DOJ” shall mean the United States Department of Justice and any successor
departments, agencies, or instrumentalities of the United States.

“Effective Date” shall be the effective date of this Consent Decree as provided in
Paragraph 105.

“EPA” shall mean the United States Environmental Protection Agency and any successor
departments or agencies of the United States.

“FDEP” shall mean the Florida Department of Environmental Protection and any
successor departments or agencies of the State.

“Future Oversight Costs” shall mean that portion of Future Response Costs that EPA
incurs in monitoring and supervising Settling Defendant’s performance of the Work to
determine whether such performance is consistent with the requirements of this Consent
Decree, including costs incurred in reviewing plans, reports, and other documents
submitted pursuant to this Consent Decree, as well as costs incurred in overseeing
implementation of the Work; however, Future Oversight Costs do not include, inter alia:


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 35 of 55

Paragraphs 59 and 60, above. If Settling Defendant carries this burden, the delay at issue shall
be deemed not to be a violation by Settling Defendant of the affected obligation of this Consent
Decree identified to EPA and the Court.

XIX. DISPUTE RESOLUTION

63. Unless otherwise expressly provided for in this Consent Decree, the dispute
resolution procedures of this Section shall be the exclusive mechanism to resolve disputes arising
under or with respect to this Consent Decree. However, the procedures set forth in this Section
shall not apply to actions by the United States to enforce obligations of Settling Defendant that
have not been disputed in accordance with this Section.

64. Any dispute which arises under or with respect to this Consent Decree shall in
the first instance be the subject of informal negotiations between the parties to the dispute. The
period for informal negotiations shall not exceed twenty (20) days from the time the dispute
arises, unless it is modified by written agreement of the parties to the dispute. The dispute shall
be considered to have arisen when one party sends the other parties a written Notice of Dispute.

65. Statements of Position.

a. In the event that the parties cannot resolve a dispute by informal
negotiations under the preceding Paragraph, then the position
advanced by EPA shall be considered binding unless, within
twenty (20) days after the conclusion of the informal negotiation
period, Settling Defendant invokes the formal dispute resolution
procedures of this Section by serving on the United States a written
Statement of Position on the matter in dispute, including, but not
limited to, any factual data, analysis, or opinion supporting that
position and any supporting documentation relied upon by the
Settling Defendant. The Statement of Position shall specify
Settling Defendant’s position as to whether formal dispute
resolution should proceed under Paragraph 66 or 67.

b. Within twenty (20) days after receipt of Settling Defendant’s
Statement of Position, EPA will serve on Settling Defendant its
Statement of Position, including, but not limited to, any factual
data, analysis, or opinion supporting that position and all
supporting documentation relied upon by EPA. EPA's Statement
of Position shall include a statement as to whether formal dispute
resolution should proceed under Paragraph 66 or 67. Within
twenty (20) days after receipt of EPA's Statement of Position,
Settling Defendant may submit a Reply.

c.  Ifthere is disagreement between EPA and Settling Defendant as to
whether dispute resolution should proceed under Paragraph 66 or

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provisions of this Consent Decree.

34, All reports and other documents submitted by Settling Defendant to EPA,
other than the bi-monthly progress reports referred to above, which purport to document Settling
Defendant’s compliance with the terms of this Consent Decree shall be signed by an authorized
representative of the Settling Defendant.

XI. EPA APPROVAL OF PLANS AND OTHER SUBMISSIONS

35. After review of any plan, report, or other item which is required to be
submitted for approval pursuant to this Consent Decree, EPA, after reasonable opportunity for
review and comment by the State, shall:

(a) approve, in whole or in part, the submission;
(b) approve the submission upon specified conditions;
(c) modify the submission to cure the deficiencies;

(d) disapprove, in whole or in part, the submission, directing that Settling Defendant
modifies the submission; or

(e) any combination of the above.

However, EPA shall not modify a submission without first providing Settling Defendant at least
one notice of deficiency and an opportunity to cure within thirty (30) days, except where to do so
would cause serious disruption to the Work or where previous submission(s) have been
disapproved due to material defects and the deficiencies in the submission under consideration
indicate a bad faith lack of effort to submit an acceptable deliverable.

36. In the event of approval, approval upon conditions, or modification by EPA,
pursuant to Paragraph 35(a), (b), or (c), Settling Defendant shall proceed to take any action
required by the plan, report, or other item, as approved or modified by EPA subject only to its
right to invoke the Dispute Resolution procedures set forth in Section XIX (Dispute Resolution)
with respect to the modifications or conditions made by EPA. In the event that EPA modifies the
submission to cure the deficiencies pursuant to Paragraph 35(c) and the submission has a
material defect, EPA retains its right to seek stipulated penalties, as provided in Section XX
(Stipulated Penalties).

37. Resubmission of Plans.
a. Upon receipt of a notice of disapproval pursuant to Paragraph 35(d),
Settling Defendant shall, within thirty (30) days or such longer time as

specified by EPA in such notice, correct the deficiencies and resubmit
the plan, report, or other item for approval. Any stipulated penalties

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 27 of 55

or judicial decision resolving such dispute.

XIV. CERTIFICATE OF COMPLETION

48. Completion of the Remedial Action.

a.

Within ninety (90) days after Settling Defendant concludes that the
Remedial Action has been fully performed and the Performance
Standards have been attained, Settling Defendant shall schedule
and conduct a pre-certification inspection to be attended by
Settling Defendant, EPA, and the State. If, after the pre-
certification inspection, the Settling Defendant still believes that
the Remedial Action has been fully performed and the
Performance Standards have been attained, it shall submit a written
report requesting certification to EPA for approval, with a copy to
the State, pursuant to Section XI (EPA Approval of Plans and
Other Submissions) within thirty (30) days of the inspection. In
the report, a registered professional engineer and the Settling
Defendant's Project Coordinator shall state that the Remedial
Action has been completed in full satisfaction of the requirements
of this Consent Decree. The written report shall include as-built
drawings signed and stamped by a professional engineer. The
report shall contain the following statement, signed by a
responsible corporate official of Settling Defendant or Settling
Defendant's Project Coordinator:

To the best of my knowledge, after thorough investigation, I certify that the information
contained in or accompanying this submission is true, accurate, and complete. I am aware that
there are significant penalties for submitting false information, including the possibility of fine
and imprisonment for knowing violations.

If, after completion of the pre-certification inspection and receipt
and review of the written report, EPA, after reasonable opportunity
to review and comment by the State, determines that the Remedial
Action or any portion thereof has not been completed in
accordance with this Consent Decree or that the Performance
Standards have not been achieved, EPA will notify Settling
Defendant in writing of the activities that must be undertaken by
Settling Defendant pursuant to this Consent Decree to complete the
Remedial Action and achieve the Performance Standards,
provided, however, that EPA may only require Settling Defendant
to perform such activities pursuant to this Paragraph to the extent
that such activities are consistent with the “scope of the remedy
selected in the ROD,” as that term is defined in Paragraph 12.b.
EPA will set forth in the notice a schedule for performance of such

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Project Coordinator shall not be an attorney for Settling Defendant in this matter. He or she may
assign other representatives, including other contractors, to serve as a Site representative for
oversight of performance of daily operations during remedial activities.

42. Plaintiff may designate other representatives, including, but not limited to,
EPA and State employees, and Federal and State contractors and consultants, to observe and.
monitor the progress of any activity undertaken pursuant to this Consent Decree. EPA's Project
Coordinator and Alternate Project Coordinator shall have the authority lawfully vested in a
Remedial Project Manager (RPM) and an On-Scene Coordinator (OSC) by the National
Contingency Plan, 40 C.F.R. Part 300. In addition, EPA's Project Coordinator or Alternate
Project Coordinator shall have authority, consistent with the National Contingency Plan, to halt
any Work required by this Consent Decree and to take any necessary response action when s/he
determines that conditions at the Site constitute an emergency situation or may present an
immediate threat to public health or welfare or the environment due to release or threatened
release of Waste Material.

43. EPA's Project Coordinator and the Settling Defendant’s Project Coordinator
will meet, either in person or via teleconference, at a minimum, on a quarterly basis.

XI. PERFORMANCE GUARANTEE

44, In order to ensure the full and final completion of the Work, within thirty (30)
days of entry of this Consent Decree, Settling Defendant shall establish and maintain a
Performance Guarantee for the benefit of EPA in the amount of $2,200,000.00 (hereinafter
“Estimated Cost of the Work”). Settling Defendant must provide liquid financial assurance for
$1,300,000.00 of the Estimated Cost of the Work in one or more of the following forms:

a. A surety bond unconditionally guaranteeing payment of the Work that is issued
by a surety company among those listed as acceptable sureties on Federal
bonds as set forth in Circular 570 of the U.S. Department of the Treasury;

b. One or more irrevocable letters of credit, payable to or at the direction of EPA,
that is issued by one or more financial institution(s)

(i) that has the authority to issue letters of credit and

(ii) whose letter-of-credit operations are regulated and examined by a U.S.
Federal or State agency; or

c. A trust fund established for the benefit of EPA that is administered by a trustee
(i) that has the authority to act as a trustee and
(ii) whose trust operations are regulated and examined by a U.S. Federal

or State agency;

21


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67, the parties to the dispute shall follow the procedures set forth in
the paragraph determined by EPA to be applicable. However, if
the Settling Defendant ultimately appeals to the Court to resolve
the dispute, the Court shall determine which paragraph is
applicable in accordance with the standards of applicability set
forth in Paragraphs 66 and 67.

66. Record Review. Formal dispute resolution for disputes pertaining to the
selection or adequacy of any response action and all other disputes that are accorded review on
the administrative record under applicable principles of administrative law shall be conducted
pursuant to the procedures set forth in this Paragraph. For purposes of this Paragraph, the
adequacy of any response action includes, without limitation: (1) the adequacy or
appropriateness of plans, procedures to implement plans, or any other items requiring approval
by EPA under this Consent Decree; and (2) the adequacy of the performance of response actions
taken pursuant to this Consent Decree. Nothing in this Consent Decree shall be construed to
allow any dispute by Settling Defendant regarding the validity of the ROD's provisions.

a.

An administrative record of the dispute shall be maintained by
EPA and shall contain all statements of position, including
supporting documentation, submitted pursuant to this Section.
Where appropriate, EPA may allow submission of supplemental
statements of position by the parties to the dispute.

The Director of the Superfund Division, EPA Region 4, will issue
a final administrative decision resolving the dispute based on the
administrative record described in Paragraph 66.a. This decision
shall be binding upon Settling Defendant, subject only to the right
to seek judicial review pursuant to Paragraph 66.c and d.

Any administrative decision made by EPA pursuant to Paragraph
66.b. shall be reviewable by this Court, provided that a motion for
judicial review of the decision is filed by the Settling Defendant
with the Court and served on all Parties within ten (10) days of
receipt of EPA's decision. The motion shall include a description
of the matter in dispute, the efforts made by the parties to resolve
it, the relief requested, and the schedule, if any, within which the
dispute must be resolved to ensure orderly implementation of this
Consent Decree. The United States may file a response to Settling
Defendant’s motion.

In proceedings on any dispute governed by this Paragraph, Settling
Defendant shall have the burden of demonstrating that the decision
of the Superfund Division Director is arbitrary and capricious or
otherwise not in accordance with law. Judicial review of EPA's
decision shall be on the administrative record compiled pursuant to

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 18 of 55

(i) a draft Proprietary Control, in substantially the form
attached hereto as Appendix D, that is enforceable under
the laws of the State of Florida, and

(ii) a current title insurance commitment, or some other
evidence of title acceptable to EPA, which shows title to
the land affected by the Proprietary Control to be free and
clear of all prior liens and encumbrances (except when
EPA waives the release or subordination of such prior liens
or encumbrances or when, despite best efforts, Settling
Defendant is unable to obtain release or subordination of
such prior liens or encumbrances).

(4) Within fifteen (15) days of EPA's approval and acceptance of the
Proprietary Control and the title evidence, Settling Defendant shall
update the title search and, if it is determined that nothing has occurred
since the effective date of the commitment, or other title evidence, to
affect the title adversely, the Proprietary Control shall be recorded with
the County Recorder's Office of Madison County. Within thirty (30)
days of the recording of the Proprietary Control, Settling Defendant shall
provide EPA with a final title insurance policy, or other final evidence of
title acceptable to EPA, and a certified copy of the original recorded
Proprietary Control showing the clerk's recording stamps. If the
Proprietary Control is to be conveyed to the United States, the covenant
and title evidence (including final title evidence) shall be prepared in
accordance with the U.S. Department of Justice Title Standards 2001,
and approval of the sufficiency of title must be obtained as required by
40 U.S.C. § 3111.

26. For purposes of Paragraphs 24 and 25 of this Consent Decree, “best efforts”
includes the payment of reasonable sums of money to obtain access, an agreement to restrict
landAwater use, a Proprietary Control and/or an agreement to release or subordinate a prior lien or
encumbrance. [f

(a) within forty-five (45) days of EPA’s request, Settling Defendant has not obtained
agreements to provide access, restrict land/water use, or record Proprietary Controls, as
required by Paragraphs 24.b or 25.b of this Consent Decree, or

(b) within thirty (30) days of EPA’s request, Settling Defendant has not submitted to EPA
in draft form any Proprietary Controls required by Paragraphs 24.c or 25.c of this
Consent Decree, or

(c) within thirty (30) days of EPA’s request, Settling Defendant has not obtained,
pursuant to Paragraphs 24.c.(1) or Paragraph 25.c.(1), agreements from the holders of

16


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 10 of 55

qualifications of any contractor proposed to be the Supervising
Contractor. With respect to any contractor proposed to be Supervising
Contractor, Settling Defendant shall demonstrate that the proposed
contractor has a quality system that complies with ANSI/ASQC E4-
1994, “Specifications and Guidelines for Quality Systems for
Environmental Data Collection and Environmental Technology
Programs,” (American National Standard, January 5, 1995), by
submitting a copy of the proposed contractor’s Quality Management
Plan (QMP). The QMP should be prepared in accordance with “EPA
Requirements for Quality Management Plans (QA/R-2)” (EPA/240/B-
01/002, March 2001) or équivalent documentation as determined by
EPA. EPA will issue a notice of disapproval! or an authorization to
proceed. If at any time thereafter, Settling Defendant proposes to
change a Supervising Contractor, Settling Defendant shall give such
notice to EPA and must obtain an authorization to proceed from EPA,
after a reasonable opportunity for review and comment by the State,
before the new Supervising Contractor performs, directs, or supervises
any Work under this Consent Decree.

b. IfEPA disapproves a proposed Supervising Contractor, EPA will notify
Settling Defendant in writing. Settling Defendant shall submit to EPA a
list of contractors, including the qualifications of each contractor, that
would be acceptable to it within thirty (30) days of receipt of EPA's
disapproval of the contractor previously proposed. EPA will provide
written notice of the names of any contractor(s) that it disapproves and
an authorization to proceed with respect to any of the other contractors.
Settling Defendant may select any contractor from that list that is not
disapproved and shall notify EPA of the name of the contractor selected
within twenty-one (21) days of EPA's authorization to proceed.

c. If£EPA fails to provide written notice of its authorization to proceed or
disapproval as provided in this Paragraph and this failure prevents the
Settling Defendant from meeting one or more deadlines in a plan
approved by the EPA pursuant to this Consent Decree, Settling
Defendant may seek relief under the provisions of Section XVIII (Force
Majeure) hereof.

10. Remedial Design/Remedial Action. Remedial Design and Remedial Action
shall be conducted pursuant to Task II and Task III of the Statement of Work, attached hereto as
Appendix B.

11. The Settling Defendant shall continue to implement the Remedial Action and
O &M until the Performance Standards are achieved and for so long thereafter as is otherwise
required under this Consent Decree.


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 33 of 55

not be held out as a party to any contract entered into by or on
behalf of Settling Defendant in carrying out activities pursuant to
this Consent Decree. Neither the Settling Defendant nor any such
contractor shall be considered an agent of the United States.

b. The United States shall give Settling Defendant notice of any claim
for which the United States plans to seek indemnification pursuant
to Paragraph 56, and shall consult with Settling Defendant prior to
settling such claim.

57. Settling Defendant waives all claims against the United States for damages or
reimbursement or for set-off of any payments made or to be made to the United States, arising
from or on account of any contract, agreement, or arrangement between Settling Defendant and
any person for performance of Work on or relating to the Site, including, but not limited to,
claims on account of construction delays. In addition, Settling Defendant shall indemnify and
hold harmless the United States with respect to any and all claims for damages or reimbursement
arising from or on account of any contract, agreement, or arrangement between Settling
Defendant and any person for performance of Work on or relating to the Site, including, but not
limited to, claims on account of construction delays.

58. No later than fifteen (15) days before commencing any on-site Work, Settling
Defendant shall secure, and shall maintain until the first anniversary of EPA's Certification of
Completion of the Remedial Action pursuant to Subparagraph 48.b of Section XIV (Certification
of Completion) comprehensive general liability insurance with limits of $2.5 million dollars,
combined single limit, and automobile liability insurance with limits of $2.5 million dollars,
combined single limit, naming the United States as an additional insured. In addition, for the
duration of this Consent Decree, Settling Defendant shall satisfy, or shall ensure that its
contractors or subcontractors satisfy, all applicable laws and regulations regarding the provision
of worker's compensation insurance for all persons performing the Work on behalf of Settling
Defendant in furtherance of this Consent Decree. Prior to commencement of the Work under
this Consent Decree, Settling Defendant shall provide to EPA certificates of such insurance.
Settling Defendant shall resubmit such certificates each year on the anniversary of the Effective
Date. If Settling Defendant demonstrates by evidence satisfactory to EPA that any contractor or
subcontractor maintains insurance equivalent to that described above, or insurance covering the
same risks but in a lesser amount, then, with respect to that contractor or subcontractor, Settling
Defendant need provide only that portion of the insurance described above which is not
maintained by the contractor or subcontractor.

XVHI. FORCE MAJEURE

59. “Force Majeure,” for purposes of this Consent Decree, is defined as any event
arising from causes beyond the control of the Settling Defendant, of any entity controlled by
Settling Defendant, or of Settling Defendant’s contractors, that delays or prevents the
performance of any obligation under this Consent Decree despite Settling Defendant’s best
efforts to fulfill the obligation. The requirement that Settling Defendant exercise “best efforts to

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 30 of 55

or seek an order from the Court, to protect human health and the environment or to prevent,
abate, respond to, or minimize an actual or threatened release of Waste Maiterial on, at, or from
the Site, subject to Section XXJ (Covenants Not to Sue by Plaintiff).

XVI. PAYMENTS FOR RESPONSE COSTS

52. Payments for Past Response Costs.

a.

Within thirty (30) days of the Effective Date, Settling Defendant
shall pay to EPA $23,308.01 in payment for Past Response Costs.
Payment shall be made by Fed Wire Electronic-Funds Transfer
(EFT) to the U.S. Department of Justice account in accordance
with current EFT procedures, referencing USAO File Number
___, EPA Site/Spill ID Number A4E7, and DOJ Case Number
90-11-3-09718. Payment shall be made in accordance with
instructions provided to the Settling Defendant by the Financial
Litigation Unit of the United States Attorney’s Office for the
Northern District of Florida following lodging of the Consent
Decree. Any payments received by the Department of Justice after
4:00 p.m. (Eastern Time) will be credited on the next business day.

At the time of payment, Settling Defendant shall send notice that
payment has been made to the United States, to EPA, and to the
Superfund Enforcement and Information Management Branch, in
accordance with Section XXVI (Notices and Submissions).

The total amount to be paid by Settling Defendant pursuant to
Subparagraph 52.a shall be deposited in the EPA Hazardous
Substance Superfund.

53. Payments for Future Response Costs.

a.

Settling Defendant shall pay to EPA all Future Response Costs not
inconsistent with the National Contingency Plan. On a periodic
basis the United States will send Settling Defendant a bill requiring
payment that includes a SCORPIOS report. Settling Defendant
shall make all payments within thirty (30) days of Settling
Defendant’s receipt of each bill requiring payment, except as
otherwise provided in Paragraph 54. Settling Defendant shall
make all payments required by this Paragraph by a certified or
cashier’s check or checks made payable to “EPA Hazardous
Substance Superfund,” referencing the name and address of the
party making the payment, EPA Site/Spill ID Number A4E7, and
DOJ Case Number 90-11-3-09718. If the amount of the payment
is greater than $10,000.00, payment shall be made by FedWire

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 7 of 55

shall be the rate in effect at the time the interest accrues.

“National Contingency Plan” or “NCP” shall mean the National Oil and Hazardous
Substances Pollution Contingency Plan promulgated pursuant to Section 105 of
CERCLA, 42 U.S.C. § 9605, codified at 40 C.F.R. Part 300, and any amendments
thereto,

“Operation and Maintenance” or “O & M” shall mean all activities required to maintain
the effectiveness of the Remedial Action as required under the Operation and
Maintenance Plan approved or developed by EPA pursuant to this Consent Decree and
the Statement of Work (SOW).

“Paragraph” shall mean a portion of this Consent Decree identified by an arabic numeral
or an upper case letter.

“Parties” shall mean the United States and the Settling Defendant.

“Past Response Costs” shall mean all costs, including, but not limited to, direct and
indirect costs, that the United States paid at or in connection with the Site through
September 26, 2008, plus Interest on all such costs which has accrued pursuant to 42
U.S.C. § 9607(a) through such date. °

“Performance Standards” shall mean the cleanup standards and other measures of
achievement of the goals of the Remedial Action, set forth in Section 2.12 and Table 8 of
the ROD and Section IV of the SOW.

“Plaintiff” shall mean the United States.

“RCRA” shall mean the Solid Waste Disposal Act, as amended, 42 U.S.C. §§ 6901, et
seq. (also known as the Resource Conservation and Recovery Act).

“Record of Decision” or “ROD” shall mean the EPA Record of Decision relating to the
former ITT Thompson Industries Superfund Site signed on September 26, 2008, by the
Regional Administrator, EPA Region 4, or his/her delegate, and all attachments thereto.
The ROD is attached as Appendix A.

“Remedial Action” shall mean those activities, except for Operation and Maintenance, to
be undertaken by the Settling Defendant to implement the ROD, in accordance with the
SOW and the final Remedial Design and Remedial Action Work Plans and other plans
approved by EPA.

“Remedial Design/Remedial Action Work Plan” shall mean the document developed
pursuant to Paragraph 10 of this Consent Decree and approved by EPA, and any
amendments thereto.


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 6 of 55

the costs incurred by the United States pursuant to Sections VII (Remedy Review), IX
(Access and Institutional Controls), XV (Emergency Response), and Paragraph 86 of
Section XXI (Work Takeover), or the costs incurred by the United States in enforcing the
terms of this Consent Decree, including all costs incurred in connection with Dispute
Resolution pursuant to Section XIX (Dispute Resolution) and all litigation costs.

“Future Response Costs” shall mean all costs, including, but not limited to, direct and
indirect costs, that the United States incurs in reviewing or developing plans, reports, and
other items pursuant to this Consent Decree, verifying the Work, or otherwise
implementing, overseeing, or enforcing this Consent Decree, including, but not limited
to, payroll costs, contractor costs, travel costs, laboratory costs, the costs incurred
pursuant to Sections VII (Remedy Review), IX (Access and Institutional Controls)
(including, but not limited to, the cost of attorney time and any monies paid to secure
access and/or to secure or implement institutional controls including, but not limited to,
the amount of just compensation), XV (Emergency Response), and Paragraph 86 of
Section XXI (Work Takeover). Future Response Costs shall also include all Interim
Response Costs, and all Interest on those Past Response Costs Settling Defendant has
agreed to reimburse under this Consent Decree that has accrued pursuant to 42 U.S.C. §
9607(a) during the period from October 26, 2008, to the date of entry of this Consent
Decree.

“Tnstitutional Controls” shall mean Proprietary Controls and state or local laws,
regulations, ordinances, zoning restrictions, or other governmental controls or notices
that: (i) limit land, water and/or resource use to minimize the potential for human
exposure to Waste Materials at the Site; (ii) limit land, water and/or resource use to
implement, ensure non-interference with, or ensure the protectiveness of the Remedial
Action; and/or (iii) provide information intended to modify or guide human behavior at
the Site.

“Interim Response Costs” shall mean all costs, including direct and indirect costs,

(a) paid by the United States in connection with the Site between September
26, 2008, and the Effective Date, or

(b) incurred prior to the Effective Date but paid after that date.

“Interest” shall mean interest at the rate specified for interest on investments of the EPA
Hazardous Substance Superfund established by 26 U.S.C. § 9507, compounded annually
on October 1 of each year, in accordance with 42 U.S.C. § 9607(a). The applicable rate
of interest shall be the rate in effect at the time the interest accrues. The rate of interest is
subject to change on October 1 of each year.

“Interest Earned” shall mean interest earned on amounts in the ITT Thompson Site
Special Account, which shall be computed monthly at a rate based on the annual return
on investments of the Hazardous Substance Superfund. The applicable rate of interest


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 19 of 55

prior liens or encumbrances to release or subordinate such liens or encumbrances to the
Proprietary Controls,

Settling Defendant shall promptly notify the United States in writing, and shall include in that
notification a summary of the steps that Settling Defendant has taken to attempt to comply with
Paragraph 24 or 25 of this Consent Decree. The United States may, as it deems appropriate,
assist Settling Defendant in obtaining access or land/water use restrictions, either in the form of
contractual agreements or in the form of easements running with the land, or in obtaining the
release or subordination of a prior lien or encumbrance. Settling Defendant shall reimburse the
United States under Section XVI (Payments for Response Costs), for all costs incurred, direct or
indirect, by the United States in obtaining such access, land/water use restrictions, and/or the
release/subordination of prior liens or encumbrances including, but not limited to, the cost of
attorney time and the amount of monetary consideration paid or just compensation.

27. If EPA determines that Institutional Controls in the form of state or local laws,
regulations, ordinances, zoning restrictions, or other governmental controls are needed to
implement the remedy selected in the ROD, ensure the integrity and protectiveness thereof, or
ensure non-interference therewith, Settling Defendant shall cooperate with EPA's and the State's
efforts to secure such governmental controls.

28. Notwithstanding any provision of this Consent Decree, the United States
retains all of its access authorities and rights, as well as all of its rights to require Institutional
Controls, including enforcement authorities related thereto, under CERCLA, RCRA, and any
other applicable statute or regulations.

X. REPORTING REQUIREMENTS

29. In addition to any other requirement of this Consent Decree, Settling
Defendant shall submit to both EPA and the State: two (2) hard copies and one (1) electronic
copy in PDF format of written bi-monthly (once every two months) progress reports that:

(a) describe the actions which have been taken toward achieving compliance with this
Consent Decree during the previous two (2) months;

(b) include a summary of all results of sampling and tests and all other data received or
generated by Settling Defendant or its contractors or agents in the previous two (2)
months;

(c) identify all work plans, plans, and other deliverables required by this Consent Decree
completed and submitted during the previous two (2) months;

(d) describe all actions, including, but not limited to, data collection and implementation
of work plans, which are scheduled for the next two (2) months, and provide other
information relating to the progress of construction, including, but not limited to, critical
path diagrams, Gantt charts and Pert charts;

17


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 9 of 55

perform the Work in accordance with this Consent Decree, the ROD, the SOW, and all work
plans and other plans, standards, specifications, and schedules set forth herein or developed by
Settling Defendant and approved by EPA pursuant to this Consent Decree. Settling Defendant
shall also reimburse the United States for Past Response Costs and Future Response Costs as
provided in this Consent Decree.

7. Compliance With Applicable Law. All activities undertaken by Settling
Defendant pursuant to this Consent Decree shall be performed in accordance with the
requirements of all applicable Federal and state laws and regulations. Settling Defendant must
also comply with all applicable or relevant and appropriate requirements of all Federal and state
environmental laws as set forth in the ROD and the SOW. The activities conducted pursuant to
this Consent Decree, if approved by EPA, shall be considered to be consistent with the NCP.

8. Permits.

a. _ As provided in Section 121(e) of CERCLA and Section 300.400(e) of
the NCP, no permit shall be required for any portion of the Work
conducted entirely on-site (i.e., within the areal extent of contamination
or in very close proximity to the contamination and necessary for
implementation of the Work). Where any portion of the Work that is not
on-site requires a federal or state permit or approval, Settling Defendant
shall submit timely and complete applications and take all other actions
necessary to obtain all such permits or approvals.

b. The Settling Defendant may seek relief under the provisions of Section
XVIII (Force Majeure) of this Consent Decree for any delay in the
performance of the Work resulting from a failure to obtain, or a delay in
obtaining, any permit required for the Work.

c. This Consent Decree is not, and shall not be construed to be, a permit
issued pursuant to any Federal or state statute or regulation.

VI. PERFORMANCE OF THE WORK BY SETTLING DEFENDANT

9. Selection of Supervising Contractor.

a. All aspects of the Work to be performed by Settling Defendant pursuant
to Sections VI (Performance of the Work by Settling Defendant), VII
(Remedy Review), VIII (Quality Assurance, Sampling, and Data
Analysis), and XV (Emergency Response) of this Consent Decree shall
be under the direction and supervision of the Supervising Contractor, the
selection of which shall be subject to disapproval by EPA after a
reasonable opportunity for review and comment by the State. Within ten
(10) days after the lodging of this Consent Decree, Settling Defendant
shall notify EPA and the State in writing of the name, title, and


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 25 of 55

date of entry of this Consent Decree, or at any other time agreed to
by the Parties, petition EPA in writing to request a reduction in the
amount of the Performance Guarantee provided pursuant to this
Section so that the amount of the Performance Guarantee is equal
to the estimated cost of the remaining Work to be performed.
Settling Defendant shall submit a written proposal for such
reduction to EPA that shall specify, at a minimum, the cost of the
remaining Work to be performed and the basis upon which such
cost was calculated. In seeking approval for a revised or
alternative form of Performance Guarantee, Settling Defendant
shall follow the procedures set forth in Paragraph 47.b(2) of this
Consent Decree. If EPA decides to accept such a proposal, EPA
shall notify the petitioning Settling Defendant of such decision in
writing. After receiving EPA's written acceptance, Settling
Defendant may reduce the amount of the Performance Guarantee
in accordance with and to the extent permitted by such written
acceptance. In the event of a dispute, Settling Defendant may
reduce the amount of the Performance Guarantee required
hereunder only in accordance with a final administrative or judicial
decision resolving such dispute. No change to the form or terms of
any Performance Guarantee provided under this Section, other than
a reduction in amount, is authorized except as provided in
Paragraphs 46 or 47.b of this Consent Decree.

b. Change of Form of Performance Guarantee.

(1) If, after entry of this Consent Decree, Settling Defendant
desires to change the form or terms of any Performance
Guarantee(s) provided pursuant to this Section, Settling Defendant
may, on any anniversary date of entry of this Consent Decree, or at
any other time agreed to by the Parties, petition EPA in writing to
request a change in the form of the Performance Guarantee
provided hereunder. The submission of such proposed revised or
alternative form of Performance Guarantee shall be as provided in
Paragraph 47.b(2) of this Consent Decree. Any decision made by
EPA on a petition submitted under this subparagraph b(1) shall be
made in EPA’s sole and unreviewable discretion, and such
decision shall not be subject to challenge by Settling Defendant
pursuant to the dispute resolution provisions of this Consent
Decree or in any other forum.

(2) Settling Defendant shall submit a written proposal for a
revised or alternative form of Performance Guarantee to EPA
which shall specify, at a minimum, the estimated cost of the
remaining Work to be performed, the basis upon which such cost

23


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 1 of 55

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF FLORIDA
TALLAHASSEE DIVISION

UNITED STATES OF AMERICA,
Plaintiff,

CIVIL ACTION NO. 4:10-cv-00053-SPM-WCS

v.

ITTCORPORATION,

Defendant.

REMEDIAL DESIGN/REMEDIAL ACTION CONSENT DECREE
FOR THE

ITT THOMPSON INDUSTRIES SUPERFUND SITE

i
Rectddce 1OUsDeF ingen 445 Mi



Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 48 of 55

privilege recognized by federal law. If Settling Defendant asserts such a privilege, it shall
provide the Plaintiff with the following: (1) the title of the document, record, or information; (2)
the date of the document, record, or information; (3) the name and title of the author of the
document, record, or information; (4) the name and title of each addressee and recipient; (5) a
description of the subject of the document, record, or information; and (6) the privilege asserted
by Settling Defendant. However, no documents, reports, or other information created or
generated pursuant to the requirements of the Consent Decree shall be withheld on the grounds
that they are privileged.

103. Settling Defendant hereby certifies that, to the best of its knowledge and
belief, after thorough inquiry, it has not altered, mutilated, discarded, destroyed, or otherwise
disposed of any records, documents, or other information (other than identical copies) relating to
its potential liability regarding the Site since notification of potential liability by the United
States or the filing of suit against it regarding the Site and that it has fully complied with any and
all EPA requests for information pursuant to Sections 104(e) and 122(e) of CERCLA, 42 U.S.C.
§§ 9604(e) and 9622(e), and Section 3007 of RCRA, 42 U.S.C. § 6927.

XXVI. NOTICES AND SUBMISSIONS

104. Whenever, under the terms of this Consent Decree, written notice is required
to be given or a report or other document is required to be sent by one Party to another, it shall be
directed to the individuals at the addresses specified below, unless those individuals or their
successors give notice of a change to the other Parties in writing. All notices and submissions
shall be considered effective upon receipt, unless otherwise provided. Written notice as
specified herein shall constitute complete satisfaction of any written notice requirement of the
Consent Decree with respect to the United States, EPA, the State, and the Settling Defendant,
respectively.

As to the United States: Chief, Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice
P.O. Box 7611
Washington, D.C. 20044-7611
Re: DJ # 90-11-3-09718

As to EPA: Franklin E. Hill
Director, Superfund Division
United States Environmental Protection Agency
Region 4
61 Forsyth Street, SW
Atlanta, GA 30303

Erik Spalvins

EPA Project Coordinator
United States Environmental Protection Agency

46


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 12 of 55

official in the receiving facility's state and to the EPA Project
Coordinator of such shipment of Waste Material. However, this
notification requirement shall not apply to any off-Site shipments when
the total volume of all such shipments will not exceed 10 cubic yards.

qd) The Settling Defendant shall include in the written
notification the following information, where available: (a) the
name and location of the facility to which the Waste Material is to
be shipped; (b) the type and quantity of the Waste Material to be
shipped; (c) the expected schedule for the shipment of the Waste
Material; and (d) the method of transportation. The Settling
Defendant shall notify the state in which the planned receiving
facility is located of major changes in the shipment plan, such as a
decision to ship the Waste Material to another facility within the
same state, or to a facility in another state.

(2) The identity of the receiving facility and state will be
determined by Settling Defendant following the award of the
contract for Remedial Action construction. The Settling Defendant
shall provide the information required by Paragraph 14.a as soon
as practicable after the award of the contract and before the Waste
Material is actually shipped.

b. Before shipping any hazardous substances, pollutants, or contaminants
from the Site to an off-Site location, Settling Defendant shall obtain
EPA’s certification that the proposed receiving facility is operating in
compliance with the requirements of CERCLA Section 121(d)(3) and 40
C.F.R. § 300.440. Settling Defendant shall only send hazardous
substances, pollutants, or contaminants from the Site to an off-Site
facility that complies with the requirements of the statutory provision
and regulations cited in the preceding sentence.

VIL. REMEDY REVIEW

15. Periodic Review. Settling Defendant shall conduct any studies and
investigations as requested by EPA, in order to permit EPA to conduct reviews of whether the
Remedial Action is protective of human health and the environment at least every five years as
required by Section 121(c) of CERCLA and any applicable regulations.

16. EPA Selection of Further Response Actions. If EPA determines, at any time,
that the Remedial Action is not protective of human health and the environment, EPA may select
further response actions for the Site in accordance with the requirements of CERCLA and the
NCP.

17. Opportunity To Comment. Settling Defendant and, if required by Sections

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12. Modification of the SOW or Related Work Plans.

a. IfEPA determines that modification to the work specified in the SOW
and/or in work plans developed pursuant to the SOW is necessary to
achieve and maintain the Performance Standards or to carry out and
maintain the effectiveness of the remedy set forth in the ROD, EPA may
require that such modification be incorporated in the SOW and/or such
work plans, provided, however, that a modification may only be required
pursuant to this Paragraph to the extent that it is consistent with the
scope of the remedy selected in the ROD.

b. For the purposes of this Paragraph 12 and Paragraphs 48 and 49 only,
the “scope of the remedy selected in the ROD” is: Protection of human
and ecological receptors via the excavation, treatment, and /or
transportation and off-site disposal of soils and sediments containing
contamination at concentrations that exceed the cleanup goals; in-situ
bioremediation of groundwater using Enhanced Reductive
Dechlorination, followed by Monitored Natural Attenuation until
cleanup goals are met; institutional controls to ensure that future land
use is appropriate to conditions on site until cleanup goals are reached;
and Five-Year Reviews of the remedy to ensure that protectiveness is
maintained.

c. IfSettling Defendant objects to any modification determined by EPA to
be necessary pursuant to this Paragraph, it may seek dispute resolution
pursuant to Section XIX (Dispute Resolution), Paragraph 66 (Record
Review). The SOW and/or related work plans shall be modified in
accordance with final resolution of the dispute.

d. Settling Defendant shall implement any work required by any
modifications incorporated in the SOW and/or in work plans developed
pursuant to the SOW in accordance with this Paragraph.

e. Nothing in this Paragraph shall be construed to limit EPA's authority to
require performance of further response actions as otherwise provided in
this Consent Decree.

13. Settling Defendant acknowledges and agrees that nothing in this Consent
Decree, the SOW, or the Remedial Design/Remedial Action Work Plan constitutes a warranty or
representation of any kind by Plaintiff that compliance with the work requirements set forth in
the SOW and the Work Plans will achieve the Performance Standards,

14. a. Settling Defendant shall, prior to any off-Site shipment of Waste
Material from the Site to an out-of-state waste management facility,
provide written notification to the appropriate state environmental


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 44 of 55

b. any claims 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

c. any claims arising out of response actions at or in connection with
the Site, including any claim under the United States Constitution,
the Florida Constitution, the Tucker Act, 28 U.S.C. § 1491, the
Equal Access to Justice Act, 28 U.S.C. § 2412, as amended, or at
common law.

Except as provided in Paragraph 91 (Waiver of Claims Against De Micromis Parties), and
Paragraph 97 (Waiver of Claim-Splitting Defenses), these covenants not to sue shall not apply in
the event that the United States brings a cause of action or issues an order pursuant to the
reservations set forth in Paragraphs 82, 83, 85.b - 85.d or 85.g - 85.i, but only to the extent that
Settling Defendant’s claims arise from the same response action, response costs, or damages that
the United States is seeking pursuant to the applicable reservation.

89. The Settling Defendant reserves, and this Consent Decree is without prejudice
to, claims against the United States, subject to the provisions of Chapter 171 of Title 28 of the
United States Code, for money damages for injury or loss of property or personal injury or death
caused by the negligent or wrongful act or omission of any employee of the United States while
acting within the scope of his office or employment under circumstances where the United
States, if a private person, would be liable to the claimant in accordance with the law of the place
where the act or omission occurred. However, any such claim shall not include a claim for any
damages caused, in whole or in part, by the act or omission of any person, including any
contractor, who is not a federal employee as that term is defined in 28 U.S.C. § 2671; nor shall
any such claim include a claim based on EPA's selection of response actions, or the oversight or
approval of the Settling Defendant’s plans or activities. The foregoing applies only to claims
which are brought pursuant to any statute other than CERCLA and for which the waiver of
sovereign immunity is found in a statute other than CERCLA.

90. Nothing in this Consent Decree shall be deemed to constitute preauthorization
of a claim within the meaning of Section 111 of CERCLA, 42 U.S.C. § 9611, or 40 C.F.R. §
300.700(d).

91. Waiver of Claims Against De Micromis Parties, Settling Defendant agrees
not to assert any claims and to waive all claims or causes of action (including but not limited to
claims or causes of action under Sections 107(a) and 113 of CERCLA) that it may have for all
matters relating to the Site against any person where the person’s liability to Settling Defendant
with respect to the Site is based solely on having arranged for disposal or treatment, or for
transport for disposal or treatment, of hazardous substances at the Site, or having accepted for
transport for disposal or treatment of hazardous substances at the Site, ift

a. the materials contributed by such person to the Site containing
hazardous substances did not exceed the greater of (i) 0.002% of

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portion of the costs (plus associated accrued Interest) for which they did not prevail to the United
States in the manner described in Paragraph 53; Settling Defendant shall be disbursed any
balance of the escrow account. The dispute resolution procedures set forth in this Paragraph in
conjunction with the procedures set forth in Section XIX (Dispute Resolution) shall be the
exclusive mechanisms for resolving disputes regarding the Settling Defendant’s obligation to
reimburse the United States for its Future Response Costs.

55. In the event that the payments required by Subparagraph 52.a are not made
within thirty (30) days of the Effective Date or the payments required by Paragraph 53 are not
made within thirty (30) days of the Settling Defendant’s receipt of the bill, Settling Defendant
shall pay Interest on the unpaid balance. The Interest to be paid on Past Response Costs under
this Paragraph shall begin to accrue on the Effective Date. The Interest on Future Response
Costs shall begin to accrue on the date of the bill. The Interest shall accrue through the date of
the Settling Defendant’s payment. Payments of Interest made under this Paragraph shall be in
addition to such other remedies or sanctions available to Plaintiff by virtue of Settling
Defendant’s failure to make timely payments under this Section including, but not limited to,
payment of stipulated penalties pursuant to Paragraph 70. The Settling Defendant shall make all
payments required by this Paragraph in the manner described in Paragraph 53.

XVIL. INDEMNIFICATION AND INSURANCE

56. Settling Defendant’s Indemnification of the United States.

a. The United States does not assume any liability by entering into
this agreement or by virtue of any designation of Settling
Defendant as EPA's authorized representatives under Section
104(e) of CERCLA. Settling Defendant shall indemnify, save, and
hold harmless the United States and its officials, agents,
employees, contractors, subcontractors, or representatives for or
from any and all claims or causes of action arising from, or on
account of, negligent or other wrongful acts or omissions of
Settling Defendant, its officers, directors, employees, agents,
contractors, subcontractors, and any persons acting on its behalf or
under its control, in carrying out activities pursuant to this Consent
Decree, including, but not limited to, any claims arising from any
designation of Settling Defendant as EPA's authorized.
representative under Section 104(e) of CERCLA. Further, Settling
Defendant agrees to pay the United States all costs it incurs
including, but not limited to, attorneys fees and other expenses of
litigation and settlement arising from, or on account of, claims
made against the United States based on negligent or other
wrongful acts or omissions of Settling Defendant, its officers,
directors, employees, agents, contractors, subcontractors, and any
persons acting on its behalf or under its control, in carrying out
activities pursuant to this Consent Decree. The United States shall

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Region 4
61 Forsyth Street, SW
Atlanta, GA 30303
As to the Superfund Enforcement
and Information Management Branch: Paula Painter
United States Environmental Protection Agency
Region 4
61 Forsyth Street, SW
Atlanta, GA 30303

As to the State: Kelsey Helton
FDEP, Division of Waste Management
Mail Station 4520
2600 Blair Stone Road
Tallahassee FL, 32399-2400

As to the Settling Defendant: Teresa Olmsted
Director, Environmental Programs
ITT Corporation

1054 N. Tustin Avenue
Anaheim, CA 92807

Fern Fleischer Daves
Senior Counsel

ITT Corporation

1133 Westchester Avenue
White Plains, NY 10604

XXXVI. EFFECTIVE DATE

105. The effective date of this Consent Decree shall be the date upon which this
Consent Decree is entered by the Court, except as otherwise provided herein.

XXVIIL RETENTION OF JURISDICTION

106. This Court retains jurisdiction over both the subject matter of this Consent
Decree and the Settling Defendant for the duration of the performance of the terms and
provisions of this Consent Decree for the purpose of enabling any of the Parties to apply to the
Court at any time for such further order, direction, and relief as may be necessary or appropriate
for the construction or modification of this Consent Decree, or to effectuate or enforce
compliance with its terms, or to resolve disputes in accordance with Section XIX (Dispute

Resolution) hereof.
XXIX. APPENDICES

107. The following appendices are attached to and incorporated into this Consent

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Electronic Funds Transfer (EFT). Wire transfers should be
directed to:

Federal Reserve Bank of New York
ABA = 021030004

Account = 68010727

Swift Address = FRNYUS33

33 Liberty Street

New York, NY 10045

Field Tag 4200 of the FedWire message should read “D 68010727 Environmental Protection
Agency.”

b. At the time of payment, Settling Defendant shall send notice that
payment has been made to the United States, to EPA, and to the
Superfund Enforcement and Information Management Branch, in
accordance with Section XXVI (Notices and Submissions).

c. The total amount to be paid by Settling Defendant pursuant to
Subparagraph 53.a shall be deposited in the EPA Hazardous
Substance Superfund.

34, Settling Defendant may contest payment of any Future Response Costs under
Paragraph 53 if it determines that the United States has made an accounting error or if it alleges
that a cost item that is included represents costs that are inconsistent with the NCP. Such
objection shall be made in writing within thirty (30) days of receipt of the bill and must be sent
to the United States (if the United States’ accounting is being disputed) pursuant to Section
XXYVI (Notices and Submissions). Any such objection shall specifically identify the contested
Future Response Costs and the basis for objection. In the event of an objection, Settling
Defendant shall within the thirty (30) day period pay all uncontested Future Response Costs to
the United States in the manner described in Paragraph 53. Simultaneously, the Settling
Defendant shall establish an interest-bearing escrow account in a federally-insured bank duly
chartered in the State of Florida, or an equivalent account maintained by Settling Defendant's
Florida counsel, and remit to that escrow account funds equivalent to the amount of the contested
Future Response Costs. The Settling Defendant shall send to the United States, as provided in
Section XXVI (Notices and Submissions), a copy of the transmittal letter and check paying the
uncontested Future Response Costs, and a copy of the correspondence that establishes and funds
the escrow account, including, but not limited to, information containing the identity of the bank
and bank account under which the escrow account is established as well as a bank statement
showing the initial balance of the escrow account. Simultaneously with establishment of the
escrow account, the Settling Defendant shall initiate the Dispute Resolution procedures in
Section XIX (Dispute Resolution). If the United States prevails in the dispute, within five (5)
days of the resolution of the dispute, the’ Settling Defendant shall pay the sums due (with accrued
Interest) to the United States in the manner described in Paragraph 53. If the Settling Defendant
prevails concerning any aspect of the contested costs, the Settling Defendant shall pay that

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“Remedial Design” shall mean those activities to be undertaken by Settling Defendant to
develop the final plans and specifications for the Remedial Action pursuant to the
Remedial Design Work Plan.

“Section” shall mean a portion of this Consent Decree identified by a Roman numeral.

“Settling Defendant” shall mean ITT Corporation. Settling Defendant may be contacted
at the following address: Attn: Vice President, ITT Remediation Management, Inc., 1054
North Tustin Avenue, Anaheim, CA 92807.

“Site” shall mean the former ITT Thompson Industries Superfund Site, encompassing
approximately 4.66 acres, located at 800 Livingston Street (State Road 145) and
wherever the contamination has come to be located in or around the City of Madison in
Madison County, Florida, and depicted generally on the map attached as Appendix C.

“State” shall mean the State of Florida.

“Statement of Work” or “SOW” shall mean the statement of work for implementation of
the Remedial Design, Remedial Action, and Operation and Maintenance at the Site, as set
forth in Appendix B to this Consent Decree and any modifications made in accordance
with this Consent Decree.

“Supervising Contractor” shall mean the principal contractor retained by the Settling
Defendant to supervise and direct the implementation of the Work under this Consent
Decree.

“United States” shall mean the United States of America.

“Waste Material” shall mean (1) any “hazardous substance” under Section 101(14) of
CERCLA, 42 U.S.C. § 9601(14); (2) any pollutant or contaminant under Section 101(33),
42 U.S.C. § 9601(33); (3) any “solid waste” under Section 1004(27) of RCRA, 42 U.S.C.
§ 6903(27); and (4) any “hazardous material” under Florida statute.

“Work” shall mean all activities Settling Defendant is required to perform under this
Consent Decree, except those required by Section XXV (Retention of Records).

V. GENERAL PROVISIONS

5. Objectives of the Parties. The objectives of the Parties in entering into this
Consent Decree are to protect public health or welfare or the environment at the Site by the
design and implementation of response actions at the Site by Settling Defendant, to reimburse
response costs of the Plaintiff, and to resolve the claims of Plaintiff against Settling Defendant as
provided in this Consent Decree.

6. Commitments by Settling Defendant. Settling Defendant shall finance and



Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 22 of 55

applicable to the submission, as provided in Section XX, shall accrue
during the 30-day period or otherwise specified period, but shall not be
payable unless the resubmission is disapproved or modified due to a
material defect as provided in Paragraphs 38 and 39.

b. Notwithstanding the receipt of a notice of disapproval pursuant to
Paragraph 35(d), Settling Defendant shall proceed, at the direction of
EPA, to take any action required by any non-deficient portion of the
submission. Implementation of any non-deficient portion of a
submission shall not relieve Settling Defendant of any liability for
stipulated penalties under Section XX (Stipulated Penalties).

38. In the event that a resubmitted plan, report or other item, or portion thereof, is
disapproved by EPA, EPA may again require Settling Defendant to correct the deficiencies, in
accordance with the preceding Paragraphs. EPA also retains the right to modify or develop the
plan, report or other item. Settling Defendant shall implement any such plan, report, or item as
modified or developed by EPA, subject only to its right to invoke the procedures set forth in
Section XIX (Dispute Resolution).

39. If upon resubmission, a plan, report, or item is disapproved or modified by
EPA due to a material defect, Settling Defendant shall be deemed to have failed to submit such
plan, report, or item timely and adequately unless Settling Defendant invokes the dispute
resolution procedures set forth in Section XIX (Dispute Resolution) and EPA's action is
overturned pursuant to that Section. The provisions of Section XIX (Dispute Resolution) and
Section XX (Stipulated Penalties) shall govern the implementation of the Work and accrual and
payment of any stipulated penalties during Dispute Resolution. If EPA's disapproval or
modification is upheld, stipulated penalties shall accrue for such violation from the date on
which the initial submission was originally required, as provided in Section XX.

40. All plans, reports, and other items required to be submitted to EPA under this
Consent Decree shall, upon approval or modification by EPA, be enforceable under this Consent
Decree. In the event EPA approves or modifies a portion of a plan, report, or other item required
to be submitted to EPA under this Consent Decree, the approved or modified portion shall be
enforceable under this Consent Decree.

XII. PROJECT COORDINATORS

41. Within twenty (20) days of lodging this Consent Decree, Settling Defendant
and EPA will notify each other, in writing, of the name, address and telephone number of their
respective designated Project Coordinators and Alternate Project Coordinators. Ifa Project
Coordinator or Alternate Project Coordinator initially designated is changed, the identity of the
successor will be given to the other Parties at least five (5) working days before the changes
occur, unless impracticable, but in no event later than the actual day the change is made. Settling
Defendant's Project Coordinator shall be subject to disapproval by EPA and shall have the
technical expertise sufficient to adequately oversee all aspects of the Work. Settling Defendant’s

20


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 39 of 55

with a requirement of this Consent Decree, EPA may give Settling Defendant written notification
of the same and describe the noncompliance. EPA may send Settling Defendant a written
demand for the payment of the penalties. However, penalties shall accrue as provided in the
preceding Paragraph regardless of whether EPA has notified Settling Defendant of a violation.

7. All penalties accruing under this Section shall be due and payable to the
United States within thirty (30) days of the Settling Defendant’s receipt from EPA of a demand
for payment of the penalties, unless Settling Defendant invokes the Dispute Resolution
procedures under Section XIX (Dispute Resolution). All payments to the United States under
this Section shall be paid by certified or cashier's check(s) made payable to “EPA Hazardous
Substances Superfund,” and shall be mailed to:

U.S. Environmental Protection Agency
Fines and Penalties

Cincinnati Finance Office

P.O. Box 979077

St. Louis, MO 63197-9000

and shall indicate that the payment is for stipulated penalties, and shall reference the EPA Region
and Site/Spill ID # A4E7, the DOJ Case Number 90-11-3-09718 and the name and address of the
party making payment. Copies of check(s) paid pursuant to this Section, and any accompanying
transmittal letter(s), shall be sent to the United States as provided in Section XXVI (Notices and
Submissions), and to the Superfund Enforcement and Information Management Branch.

76. The payment of penalties shall not alter in any way Settling Defendant’s
obligation to complete the performance of the Work required under this Consent Decree.

77. Penalties shall continue to accrue as provided in Paragraph 73 during any
dispute resolution period, but need not be paid until the following:

a. If the dispute is resolved by agreement or by a decision of EPA
that is not appealed to this Court, accrued penalties determined to
be owing shall be paid to EPA within fifteen (15) days of the
agreement or the receipt of EPA's decision or order;

b. If the dispute is appealed to this Court and the United States
prevails in whole or in part, Settling Defendant shall pay all
accrued penalties determined by the Court to be owed to EPA
within sixty (60) days of receipt of the Court's decision or order,
except as provided in Subparagraph c below;

c. If£this Court's decision is appealed by any Party, Settling
Defendant shall pay all accrued penalties determined by the Court
to be owing to the United States into an interest-bearing escrow
account within sixty (60) days of receipt of the Court's decision or

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Case 4:10-cv-00053-SPM-WCS Document4-1 Filed 02/17/10 Page 40 of 55

order. Penalties shall be paid into this account as they continue to
accrue, at least every sixty (60) days. Within fifteen (15) days of
receipt of the final appellate court decision, the escrow agent shall
pay the balance of the account to EPA or to Settling Defendant to
the extent that they prevail.

78, If Settling Defendant fails to pay stipulated penalties when due, the United
States may institute proceedings to collect the penalties, as well as Interest. Settling Defendant
shall pay Interest on the unpaid balance, which shall begin to accrue on the date of demand made
pursuant to Paragraph 75.

79. Nothing in this Consent Decree shall be construed as prohibiting, altering, or
in any way limiting the ability of the United States to seek any other remedies or sanctions
available by virtue of Settling Defendant’s violation of this Decree or of the statutes and
regulations upon which it is based, including, but not limited to, penalties pursuant to Section
122() of CERCLA, provided, however, that the United States shall not seek civil penalties
pursuant to Section 122(/) of CERCLA for any violation for which a stipulated penalty is
provided herein, except in the case of a willful violation of the Consent Decree.

80. Notwithstanding any other provision of this Section, the United States may, in
its unreviewable discretion, waive any portion of stipulated penalties that have accrued pursuant
to this Consent Decree.

XXI. COVENANTS NOT TO SUE BY PLAINTIFF

81. In consideration of the actions that will be performed and the payments that
will be made by the Settling Defendant under the terms of the Consent Decree, and except as
specifically provided in Paragraph 85 of this Section, the United States covenants not to sue or to
take administrative action against Settling Defendant pursuant to Sections 106 and 107(a) of
CERCLA and Section 7003 of RCRA for performance of the Work and for recovery of Past
Response Costs and Future Response Costs. These covenants not to sue shall take effect upon
the receipt by EPA of the payments required by Paragraph 52.a of Section XVI (Payments for
Response Costs). These covenants not to sue are conditioned upon the satisfactory performance
by Settling Defendant of its obligations under this Consent Decree. These covenants not to sue
extend only to the Settling Defendant and do not extend to any other person.

82. United States' Pre-certification Reservations. Notwithstanding any other
provision of this Consent Decree, the United States reserves, and this Consent Decree is without
prejudice to, the right to institute proceedings in this action or in a new action, or to issue an
administrative order seeking to compel Settling Defendant:

a. to perform further response actions relating to the Site, or

b. to reimburse the United States for additional costs of response if,
prior to Certification of Completion of the Remedial Action:

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 55 of 55

THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of United States v.
ITT Corporation, relating to the former ITT Thompson Industries Superfund Alternative Site.

FOR ITT CORPORATION

WU DEe 24 Signature: LEE .
Date Name (print): —Phauk £ —Jimence ——_
; Title: ViCe PRESIDENT 8 GENEL Coon Ex,

Address: 11.33 wast Chettec Avenue’
fohit)t Plajns WY obo
[TT Covporatioa Le 5a L dept

Agent Authorized to Accept Service on Behalf of Above-signed Party:

Name (print): Fern Fleischer Daves

Title: S@njer Counse | : .

Address: ITT Corpora tien Legad hepl
(133 wWett chegher Ave
wiite Plains PT 10o60¥

Ph. Number! BY atl 2+98

53


Case 4:10-cv-00053-SPM-WCS Document4-1 Filed 02/17/10 Page 28 of 55

activities consistent with the Consent Decree and the SOW or
require Settling Defendant to submit a schedule to EPA for
approval pursuant to Section XI (EPA Approval of Plans and Other
Submissions). Settling Defendant shall perform all activities
described in the notice in accordance with the specifications and
schedules established pursuant to this Paragraph, subject to their
right to invoke the dispute resolution procedures set forth in
Section XIX (Dispute Resolution).

If EPA concludes, based on the initial or any subsequent report
requesting Certification of Completion and after a reasonable
opportunity for review and comment by the State, that the
Remedial Action has been performed in accordance with this
Consent Decree and that the Performance Standards have been
achieved, EPA will so certify in writing to Settling Defendant.
This certification shall constitute the Certification of Completion
of the Remedial Action for purposes of this Consent Decree,
including, but not limited to, Section XXI (Covenants Not to Sue
by Plaintiff). Certification of Completion of the Remedial Action
shall not affect Settling Defendant's obligations under this Consent
Decree.

49, Completion of the Work.

a.

Within ninety (90) days after Settling Defendant concludes that all
phases of the Work (including O & M), have been fully performed,
Settling Defendant shall schedule and conduct a pre-certification
inspection to be attended by Settling Defendant, EPA, and the
State. If, after the pre-certification inspection, the Settling
Defendant still believes that the Work has been fully performed,
Settling Defendant shall submit a written report by a registered
professional engineer stating that the Work has been completed in
full satisfaction of the requirements of this Consent Decree. The
report shall contain the following statement, signed by a
responsible corporate official of Settling Defendant or Settling
Defendant's Project Coordinator:

To the best of my knowledge, after thorough investigation, I certify that the information
contained in or accompanying this submission is true, accurate, and complete. I am aware that
there are significant penalties for submitting false information, including the possibility of fine
and imprisonment for knowing violations.

If, after review of the written report, EPA, after reasonable
opportunity to review and comment by the State, determines that
any portion of the Work has not been completed in accordance

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 4 of 55

and Appropriate Requirements (ARARs) as well as a responsiveness summary to the public
comments. Notice of the final plan was published in accordance with Section 117(b) of
CERCLA.

I Based on the information presently available to EPA, EPA believes that the
Work will be properly and promptly conducted by Settling Defendant if conducted in accordance
with the requirements of this Consent Decree and its appendices.

J. Solely for the purposes of Section 113(j) of CERCLA, the Remedial Action
selected by the ROD and the Work to be performed by the Settling Defendant shall constitute a
response action taken or ordered by the President.

K. The Parties recognize, and the Court by entering this Consent Decree finds,
that this Consent Decree has been negotiated by the Parties in good faith and implementation of
this Consent Decree will expedite the cleanup of the Site and will avoid prolonged and
complicated litigation between the Parties, and that this Consent Decree is fair, reasonable, and
in the public interest.

NOW, THEREFORE, it is hereby Ordered, Adjudged, and Decreed:
Il. JURISDICTION

1 This Court has jurisdiction over the subject matter of this action pursuant to
28 U.S.C. §§ 1331 and 1345, and 42 U.S.C. §§ 9606, 9607, and 9613(b). This Court also has
personal jurisdiction over the Settling Defendant. Solely for the purposes of this Consent Decree
and the underlying complaint, Settling Defendant waives all objections and defenses that it may
have to jurisdiction of the Court or to venue in this District. Settling Defendant shall not
challenge the terms of this Consent Decree or this Court's jurisdiction to enter and enforce this
Consent Decree.

I. PARTIES BOUND

2. This Consent Decree applies to and is binding upon the United States and
upon Settling Defendant and its successors and assigns. Any change in ownership or corporate
status of Settling Defendant including, but not limited to, any transfer of assets or real or
personal property, shall in no way alter Settling Defendant's responsibilities under this Consent
Decree.

3. Settling Defendant shall provide a copy of this Consent Decree to each
contractor hired to perform the Work (as defined below) required by this Consent Decree and to
each person representing Settling Defendant with respect to the Site or the Work and shall
condition all contracts entered into hereunder upon performance of the Work in conformity with
the terms of this Consent Decree. Settling Defendant or its contractors shall provide written
notice of the Consent Decree to all subcontractors hired to perform any portion of the Work
required by this Consent Decree. Settling Defendant shall nonetheless be responsible for


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 47 of 55

b. Settling Defendant may assert that certain documents, records and
other information are privileged under the attorney-client privilege
or any other privilege recognized by federal law. If Settling
Defendant asserts such a privilege in lieu of providing documents,
it shall provide the Plaintiff with the following: (1) the title of the
document, record, or information; (2) the date of the document,
record, or information; (3) the name and title of the author of the
document, record, or information; (4) the name and title of each
addressee and recipient; (5) a description of the contents of the
document, record, or information: and (6) the privilege asserted by
Settling Defendant. However, no documents, reports, or other
information created or generated pursuant to the requirements of
the Consent Decree shall be withheld on the grounds that they are
privileged.

100. No claim of confidentiality shall be made with respect to any data, including,
but not limited to, all sampling, analytical, monitoring, hydrogeologic, scientific, chemical, or
engineering data, or any other documents or information evidencing conditions at or around the
Site.

XXV. RETENTION OF RECORDS

101. Until ten (10) years after Settling Defendant’s receipt of EPA's notification
pursuant to Paragraph 49.b of Section XIV (Certification of Completion of the Work), Settling
Defendant shall preserve and retain all non-identical copies of records and documents (including
records or documents in electronic form) now in its possession or control or which come into its
possession or control that relate in any manner to its liability under CERCLA with respect to the
Site, provided, however, that when Settling Defendant is potentially liable as owner or operator
of the Site, it must retain, in addition, all documents and records that relate to the liability of any
other person under CERCLA with respect to the Site. Settling Defendant must also retain, and
instruct its contractors and agents to preserve, for the same period of time specified above all
non-identical copies of the last draft or final version of any documents or records (including
documents or records in electronic form) now in its possession or control or which come into its
possession or control that relate in any manner to the performance of the Work, provided,
however, that Settling Defendant (and its contractors and agents) must retain, in addition, copies
of all data generated during the performance of the Work and not contained in the
aforementioned documents required to be retained. Each of the above record retention
requireinents shall apply regardless of any corporate retention policy to the contrary.

102. At the conclusion of this document retention period, Settling Defendant shall
notify the United States at least ninety (90) days prior to the destruction of any such records or
documents, and, upon request by the United States, Settling Defendant shall deliver any such
records, or documents to EPA. The Settling Defendant may assert that certain documents,
records and other information are privileged under the attorney-client privilege or any other

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the total volume of waste at the Site, or (ii) 110 gallons of liquid
materials or 200 pounds of solid materials.

b. This waiver shall not apply to any claim or cause of action against
any person meeting the above criteria if EPA has determined that
the materials contributed to the Site by such person contributed or
could contribute significantly to the costs of response at the Site.
This waiver also shall not apply with respect to any defense, claim,
or cause of action that a Settling Defendant may have against any
person if such person asserts a claim or cause of action relating to
the Site against such Settling Defendant.

92. Settling Defendant agrees not to seek judicial review of the final rule listing
the Site on the NPL based on a claim that changed site conditions that resulted from the
performance of the Work in any way affected the basis for listing the Site.

XXII. EFFECT OF SETTLEMENT; CONTRIBUTION PROTECTION

93. Except as provided in Paragraph 91 (Waiver of Claims Against De Micromis
Parties), nothing in this Consent Decree shall be construed to create any rights in, or grant any
cause of action to, any person not a Party to this Consent Decree. Except as provided in
Paragraph 91 (Waiver of Claims Against De Micromis Parties), each of the Parties expressly
reserves any and all rights (including, but not limited to, rights pursuant to Section 113 of
CERCLA, 42 U.S.C. § 9613), defenses, claims, demands, and causes of action which each Party
may have with respect to any matter, transaction, or occurrence relating in any way to the Site
against any person not a Party hereto. Nothing in this Consent Decree diminishes the right of the
United States, pursuant to Section 113(f)(2) and (3) of CERCLA, 42 U.S.C. § 9613(£)(2)-(3), to
pursue any such persons to obtain additional response costs or response action and to enter into
settlements that give rise to contribution protection pursuant to Section 113(f)(2).

94. The Parties agree, and by entering this Consent Decree this Court finds, that this
Settlement constitutes a judicially-approved settlement for purposes of Section 113(f)(2) of
CERCLA, 42 U.S.C. § 9613(f)(2), and that the Settling Defendant is entitled, as of the Effective
Date, to protection from contribution actions or claims as provided by CERCLA Section
113(H(2), 42 U.S.C. § 9613((2), or as may be otherwise provided by law, for “matters
addressed” in this Consent Decree. The “matters addressed” in this Consent Decree are all
response actions taken or to be taken and all response costs incurred or to be incurred, at or in
connection with the Site, by the United States or any other person, except for the State; provided,
however, that if the United States exercises rights under the reservations in Section XXI
(Covenants Not to Sue by Plaintiff), other than in Paragraphs 85.a (claims for failure to meet a
requirement of the settlement), 85.e (criminal liability), or 85.f (violations of federal/state law
during or after implementation of the Remedial Action), the “matters addressed” in this Consent
Decree will no longer include those response costs or response actions that are within the scope
of the exercised reservation.

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activity regarding this Consent Decree including, but not limited to, the
following activities:

(1) Monitoring the Work;
(2) Verifying any data or information submitted to the United States;

(3) Conducting investigations regarding contamination at or near the
Site;

(4) Obtaining samples;

(5) Assessing the need for, planning, or implementing additional
| response actions at or near the Site;

(6) Assessing implementation of quality assurance and quality control
practices as defined in the approved QAPPs;

(7) Implementing the Work pursuant to the conditions set forth in
Paragraph 86 (Work Takeover) of this Consent Decree;

(8) Inspecting and copying records, operating logs, contracts, or other
documents maintained or generated by Settling Defendant or its
agents, consistent with Section XXIV (Access to Information);

(9) Assessing Settling Defendant’s compliance with this Consent
Decree; and

(10) Determining whether the Site or other property is being used in a
manner that is prohibited or restricted, or that may need to be
prohibited or restricted, by or pursuant to this Consent Decree;

b. commencing on the date of lodging of this Consent Decree, Settling
Defendant shall not use the Site, or such other real property, in any
manner that EPA determines will pose an unacceptable risk to human
health or to the environment due to exposure to Waste Materials or
interfere with or adversely affect the implementation, integrity, or
protectiveness of the Remedial Action. Such restrictions may include,
but are not limited to, industrial use-only and groundwater use
restrictions until groundwater cleanup is completed; and

c. ifEPA so requests, Settling Defendant shall:
(1) execute and record in the County Recorder's Office of Madison

County, State of Florida, Proprietary Controls that (i) grant a right of

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shall be prepared in accordance with the U.S. Department of Justice
Title Standards 2001, and approval of the sufficiency of title must be
obtained as required by 40 U.S.C. § 3111.

25. Ifthe Site, or any other real property where access and/or land/water use

restrictions are needed to implement this Consent Decree, is owned or controlled by persons
other than Settling Defendant, Settling Defendant shall use best efforts to secure from such

persons:

a. an agreement to provide access thereto for Settling Defendant, as well as
for the United States on behalf of EPA, as well as their representatives
(including contractors), to conduct any activity regarding this Consent
Decree including, but not limited to, those activities listed in Paragraph
24.a of this Consent Decree;

b. an agreement, enforceable by Settling Defendant and the United States,
to refrain from using the Site, or such other real property, in any manner
that EPA determines will pose an unacceptable risk to human health or
to the environment due to exposure to Waste Materials or interfere with
or adversely affect the implementation, integrity, or protectiveness of the
Remedial Action. The agreement shall include, but not be limited to, the
land/water use restrictions set forth in Paragraph 24.b; and

c. (1) ifEPA so requests, the execution and recordation in the County
Recorder's Office of Madison County, State of Florida, of Proprietary
Controls that (i) grant a right of access to conduct any activity regarding
this Consent Decree including, but not limited to, those activities listed
in Paragraph 24.a of this Consent Decree, and (ii) grant the right to
enforce the land/water use restrictions listed in Paragraph 24.b of this
Consent Decree, including, but not limited to, the specific restrictions set
forth therein [and any land/water use restrictions listed in the ROD].

(2) The Proprietary Controls shall be granted to one or more of the
following persons: (i) the United States, on behalf of EPA, and its
representatives, (ii) the State and its representatives, (iii) the Settling
Defendant and its representatives, and/or (iv) other appropriate grantees.
The Proprietary Controls, other than those granted to the United States,
shall include a designation that EPA is a “third-party beneficiary,”
allowing EPA to maintain the right to enforce the restrictive covenant
without acquiring an interest in real property. If any Proprietary
Controls are granted to Settling Defendant, then Settling Defendant shall
monitor, maintain, report on and enforce such restrictive covenant.

(3) Within forty-five (45) days of EPA’s request, Settling Defendant
shall submit to EPA for review and approval regarding such property:

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I, BACKGROUND

A. The United States of America (United States), on behalf of the Administrator
of the United States Environmental Protection Agency (EPA), filed a complaint in this matter
pursuant to Sections 106 and 107 of the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA), 42 U.S.C. §§ 9606 and 9607.

B. The United States in its complaint seeks, inter alia: (1) reimbursement of costs
incurred by EPA and the Department of Justice for response actions at the former ITT Thompson
Industries Superfund Site in Madison, Madison County, Florida, together with accrued interest;
and (2) performance of studies and response work by the defendant at the Site consistent with the
National Contingency Plan, 40 C.F.R. Part 300 (as amended) (NCP).

(on In accordance with the NCP and Section 121((1)(F) of CERCLA, 42 U.S.C.
§ 9621()(1)(F), EPA notified the State of Florida (the State) on May 5, 2009, of negotiations
with the potentially responsible party regarding the implementation of the remedial design and
remedial action for the Site, and EPA has provided the State with an opportunity to participate in
such negotiations and be a party to this Consent Decree.

Dd. In accordance with Section 122(j)(1) of CERCLA, 42 U.S.C. § 9622(j)(1),
EPA notified the Department of the Interior in March 2009 of negotiations with the potentially
responsible party regarding the release of hazardous substances that may have resulted in injury
to the natural resources under Federal trusteeship and encouraged the trustee to participate in the
negotiation of this Consent Decree.

E. ITT Corporation, the defendant that has entered into this Consent Decree
(Settling Defendant), does not admit any liability to the Plaintiff arising out of the transactions or
occurrences alleged in the complaint, nor does it acknowledge that the release or threatened
release of hazardous substances at or from the Site constitutes an imminent or substantial
endangerment to the public health or welfare or the environment.

F. The Settling Defendant completed an Expanded Site Investigation/Remedial
Investigation (ESI/RI) Report in July 2003, a Focused Feasibility Study (FFS) in December
2007, and a Feasibility Study (FS) Report in July 2007.

G. Pursuant to Section 117 of CERCLA, 42 U.S.C. § 9617, EPA published notice
of the completion of the FS and of the proposed plan for remedial action in August 2008 ina
major local newspaper of general circulation. EPA provided an opportunity for written and oral
comments from the public on the proposed plan for remedial action. A copy of the transcript of
the public meeting is available to the public as part of the administrative record upon which the
Regional Administrator based the selection of the response action.

H. The decision by EPA on the remedial action to be implemented at the Site is
embodied in a final Record of Decision (ROD), executed on September 26, 2008, on which the
State has given its concurrence. The ROD includes an updated table of Applicable or Relevant


Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 38 of 55

accrue per violation per day for any Work noncompliance including, but not limited to, any
implementation schedule, payment requirement, notification requirement, or completion
deadline.

Penalty Per Violation Per Day Period of Noncompliance

$3,500.00 Ist through 14th day
$5,000.00 15th through 30th day
$7,500.00 31st day and beyond
71. Stipulated Penalty Amounts - Reports. The following stipulated penalties

shall accrue per violation per day for failure to submit timely or adequate reports or other written
documents pursuant to Paragraphs 29-34:

Penalty Per Violation Per Day Period of Noncompliance

$3,500.00 1st through 14th day
$5,000.00 15th through 30th day
$7,500.00 31st day and beyond
72, In the event that EPA assumes performance of a portion or all of the Work

pursuant to Paragraph 86 of Section XXI (Covenants Not to Sue by Plaintiff), Settling Defendant
shall be liable for a stipulated penalty in the amount of $500,000.00.

23. All penalties shall begin to accrue on the day after the complete performance
is due or the day a violation occurs, and shall continue to accrue through the final day of the
correction of the noncompliance or completion of the activity. However, stipulated penalties
shall not accrue: (1) with respect to a deficient submission under Section XI (EPA Approval of
Plans and Other Submissions), during the period, if any, beginning on the 31st day after EPA's
receipt of such submission until the date that EPA notifies Settling Defendant of any deficiency;
(2) with respect to a decision by the Director of the Superfund Division, EPA Region 4, under
Paragraph 66.b or 67.a of Section XIX (Dispute Resolution), during the period, if any, beginning
on the 21st day after the date that Settling Defendant’s reply to EPA's Statement of Position is
received until the date that the Director issues a final decision regarding such dispute; or (3) with
respect to judicial review by this Court of any dispute under Section XIX (Dispute Resolution),
during the period, if any, beginning on the 31st day after the Court's receipt of the final
submission regarding the dispute until the date that the Court issues a final decision regarding
such dispute. Nothing herein shall prevent the simultaneous accrual of separate penalties for
separate violations of this Consent Decree.

74, Following EPA's determination that Settling Defendant has failed to comply

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was calculated, and the proposed revised form of Performance
Guarantee, including all proposed instruments or other documents
required in order to make the proposed Performance Guarantee
legally binding. The proposed revised or alternative form of
Performance Guarantee must satisfy all requirements set forth or
incorporated by reference in this Section. Settling Defendant shall
submit such proposed revised or alternative form of Performance
Guarantee to Paula Painter, EPA Environmental Protection
Specialist, in accordance with Section XXVI (Notices and
Submissions) of this Consent Decree, with a copy to Superfund
Records Manager, Superfund Division, USEPA Region 4, 61
Forsyth Street, SW, Atlanta, GA 30303. EPA shall notify Settling
Defendant in writing of its decision to accept or reject a revised or
alternative Performance Guarantee submitted pursuant to this
subparagraph. Within ten (10) days after receiving a written
decision approving the proposed revised or alternative
Performance Guarantee, Settling Defendant shall execute and/or
otherwise finalize all instruments or other documents required in
order to make the selected Performance Guarantee(s) legally
binding in a form substantially identical to the documents
submitted to EPA as part of the proposal, and such Performance
Guarantee(s) shall thereupon be fully effective. Settling Defendant
shall submit all executed and/or otherwise finalized instruments or
other documents required in order to make the selected
Performance Guarantee(s) legally binding to Paula Painter, EPA
Environmental Protection Specialist within thirty (30) days of
receiving a written decision approving the proposed revised or
alternative Performance Guarantee in accordance with Section
XXVI (Notices and Submissions) of this Consent Decree, with a
copy to Superfund Records Manager, Superfund Division, USEPA
Region 4, 61 Forsyth Street, SW, Atlanta, GA 30303, and to the
United States and EPA as specified in Section XXVI.

c. Release of Performance Guarantee. If Settling Defendant receives
written notice from EPA in accordance with Paragraph 49 hereof
that the Work has been fully and finally completed in accordance
with the terms of this Consent Decree, or if EPA otherwise so
notifies Settling Defendant in writing, Settling Defendant may
thereafter release, cancel, or discontinue the Performance
Guarantee(s) provided pursuant to this Section. Settling Defendant
shall not release, cancel, or discontinue any Performance
Guarantee provided pursuant to this Section except as provided in
this subparagraph. In the event of a dispute, Settling Defendant
may release, cancel, or discontinue the Performance Guarantee(s)
required hereunder only in accordance with a final administrative

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 2 of 55

TABLE OF CONTENTS

I. BACKGROUND .
IL. JURISDICTION ..
Il. PARTIES BOUND .
IV. DEFINITIONS ......
Vv. GENERAL PROVISIONS ........:::+:00020

VI. PERFORMANCE OF THE WORK BY SETTLING DEFENDAN
VIL. REMEDY REVIEW .........:sseseeeessseeeeeseeeteeeeeeeeeeeeeeeeneennenes
VII. QUALITY ASSURANCE, SAMPLING, AND DATA ANALYSIS
IX. | ACCESS AND INSTITUTIONAL CONTROLS
Xx. REPORTING REQUIREMENTS .........:::00eeeeee 17
XI. EPA APPROVAL OF PLANS AND OTHER SUBMISSIONS
XII. PROJECT COORDINATORS .....
XIII. PERFORMANCE GUARANTEE
XIV. CERTIFICATION OF COMPLETION
XV. EMERGENCY RESPONSE ...........++
XVI. PAYMENTS FOR RESPONSE COSTS
XVII. INDEMNIFICATION AND INSURANCE .
XVIII. FORCE MAJEURE :
XIX. DISPUTE RESOLUTION .
XX. STIPULATED PENALTIES .
XXI. COVENANTS NOT TO SUE BY PLAINTIFF
XXII. COVENANTS BY SETTLING DEFENDANT ..
XXIIE. EFFECT OF SETTLEMENT; CONTRIBUTION
XXIV. ACCESS TO INFORMATION .
XXV. RETENTION OF RECORDS ...
XXVL. NOTICES AND SUBMISSIONS .
XXVIL EFFECTIVE DATE .............
XXVIII. RETENTION OF JURISDICTIO.
XXIX. APPENDICES ...........::0000
XXX. COMMUNITY RELATIONS
XXXII. MODIFICATION .... ccc eeceeeee cesses teereeesteereaateeineeeeeeeeees 48
XXXII. LODGING AND OPPORTUNITY FOR PUBLIC COMMENT .
XXXIO. SIGNATORIES/SERVICE .
XXXIV. FINAL JUDGMENT

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 50 of 55

Decree:
“Appendix A” is the ROD.
“Appendix B” is the SOW.
“Appendix C” is the description and/or map of the Site.
“Appendix D” is the draft proprietary control.

XXX. COMMUNITY RELATIONS

108. If requested by EPA, Settling Defendant shall participate in community
relations activities pursuant to the community relations plan to be developed by EPA. EPA will
determine the appropriate role for Settling Defendant under the Plan. Settling Defendant shall
also cooperate with EPA in providing information regarding the Work to the public. As
requested by EPA, Settling Defendant shall participate in the preparation of such information for
dissemination to the public and in public meetings which may be held or sponsored by EPA to
explain activities at or relating to the Site. Within 30 days of a request by EPA, Settling
Defendant also shall provide EPA with a Technical Assistance Plan (TAP) for arranging (at
Settling Defendant’ s own expense, up to $50,000) for a qualified community group: (a) to
teceive services from (an) independent technical advisor(s) who can help group members
understand Site cleanup issues; and (b) to share this information with others in the community
during the Work conducted pursuant to this Consent Decree. The TAP shall state that Settling
Defendant will provide and arrange for any additional assistance needed if the selected
community group demonstrates such a need as provided in the SOW. Upon its approval by EPA,
the TAP shall be incorporated into and enforceable under this Consent Decree. Costs incurred
by the United States under this Section, including the costs of any technical assistance grant
under Section 117(e) of CERCLA, 42 U.S.C. § 9617(e), shall be considered Future Response
Costs that Settling Defendant shall pay pursuant to Section XVI (Payments for Response Costs).

XXXI. MODIFICATION

109. Schedules specified in this Consent Decree for completion of the Work may
be modified by agreement of EPA and Settling Defendant. All such modifications shall be made
in writing.

110. Except as provided in Paragraph 12 (Modification of the SOW or Related
Work Plans), no material modifications shall be made to the SOW without written notification to
and written approval of the United States, Settling Defendant, and the Court, if such
modifications fundamentally alter the basic features of the selected remedy within the meaning
of 40 C.F.R. § 300.435(c)(2)(B)(ii). Prior to providing its approval to any modification, the
United States will provide the State with a reasonable opportunity to review and comment on the
proposed modification. Modifications to the SOW that do not materially alter that document, or
material modifications to the SOW that do not fundamentally alter the basic features of the
selected remedy within the meaning of 40 C.F.R. § 300.435(c)(2)(B)(ii), may be made by written
agreement between EPA, after providing the State with a reasonable opportunity to review and
comment on the proposed modification, and Settling Defendant.

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fulfill the obligation” includes using best efforts to anticipate any potential Force Majeure event
and best efforts to address the effects of any potential Force Majeure event (1) as it is occurring
and (2) following the potential Force Majeure event, such that the delay is minimized to the
greatest extent possible. “Force Majeure” does not include financial inability to complete the
Work or a failure to attain the Performance Standards.

60. If any event occurs or has occurred that may delay the performance of any
obligation under this Consent Decree, whether or not caused by a Force Majeure event, the
Settling Defendant shall notify orally EPA's Project Coordinator or, in his or her absence, EPA's
Alternate Project Coordinator or, in the event both of EPA's designated representatives are
unavailable, the Director of the Superfund Division, EPA Region 4, 61 Forsyth Street SW,
Atlanta, GA 30303, within fifteen (15) days of when Settling Defendant first knew that the event
might cause a delay. Within fifteen (15) days thereafter, Settling Defendant shall provide in
writing to EPA an explanation and description of the reasons for the delay; the anticipated
duration of the delay; all actions taken or to be taken to prevent or minimize the delay; a
schedule for implementation of any measures to be taken to prevent or mitigate the delay or the
effect of the delay; the Settling Defendant’s rationale for attributing such delay to a Force
Majeure event if it intends to assert such a claim; and a statement as to whether, in the opinion of
the Settling Defendant, such event may cause or contribute to an endangerment to public health,
welfare, or the environment. The Settling Defendant shall include with any notice all available
documentation supporting its claim that the delay was attributable to a Force Majeure. Failure to
comply with the above requirements shall preclude Settling Defendant from asserting any claim
of Force Majeure for that event for the period of time of such failure to comply, and for any
additional delay caused by such failure. Settling Defendant shall be deemed to know of any
circumstance of which Settling Defendant, any entity controlled by Settling Defendant, or
Settling Defendant's contractors knew or should have known.

61. If EPA agrees that the delay or anticipated delay is attributable to a Force
Majeure event, the time for performance of the obligations under this Consent Decree that are
affected by the Force Majeure event will be extended by EPA, for such time as is necessary to
complete those obligations. An extension of the time for performance of the obligations affected
by the Force Majeure event shall not, of itself, extend the time for performance of any other
obligation. If EPA does not agree that the delay or anticipated delay has been or will be caused
by a Force Majeure event, EPA will notify the Settling Defendant in writing of its decision. If
EPA agrees that the delay is attributable to a Force Majeure event, EPA will notify the Settling
Defendant in writing of the length of the extension, if any, for performance of the obligations
affected by the Force Majeure event.

62. If the Settling Defendant elects to invoke the dispute resolution procedures set
forth in Section XIX (Dispute Resolution), it shall do so no later than fifteen (15) days after
receipt of EPA's notice. In any such proceeding, Settling Defendant shall have the burden of
demonstrating by a preponderance of the evidence that the delay or anticipated delay has been or
will be caused by a Force Majeure event, that the duration of the delay or the extension sought
was or will be warranted under the circumstances, that best efforts were exercised to avoid and
mitigate the effects of the delay, and that Settling Defendant complied with the requirements of

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b. Ef, after expiration of the 10-day notice period specified in this
Paragraph, Settling Defendant has not remedied to EPA’s satisfaction the circumstances giving
rise to EPA’s issuance of the relevant Work Takeover Notice, EPA may at any time thereafter
assume the performance of all or any portions of the Work as EPA determines necessary (“Work
Takeover”). EPA shall notify Settling Defendant in writing (which writing may be electronic) if
EPA determines that implementation of a Work Takeover is warranted under this Paragraph.

c. Settling Defendant may invoke the procedures set forth in Section XIX
(Dispute Resolution), Paragraph 66, to dispute EPA's implementation of a Work Takeover under
this Paragraph. However, notwithstanding Settling Defendant’s invocation of such dispute
resolution procedures, and during the pendency of any such dispute, EPA may in its sole
discretion commence and continue a Work Takeover under this Paragraph until the earlier of (i)
the date that Settling Defendant remedies, to EPA’s satisfaction, the circumstances giving rise to
EPA’s issuance of the relevant Work Takeover Notice or (ii) the date that a final decision is
rendered in accordance with Section XIX (Dispute Resolution), requiring EPA to terminate such
Work Takeover. Costs incurred by the United States in performing the Work pursuant to this
Paragraph shall be considered Future Response Costs that Settling Defendant shall pay pursuant
to Section X'VI (Payments for Response Costs).

d. After commencement and for the duration of any Work Takeover, EPA
shali have immediate access to and benefit of any performance guarantee(s) provided pursuant to
Section XIII (Performance Guarantee) of this Consent Decree, in accordance with the provisions
of Paragraph 46 of that Section. If and to the extent that EPA is unable to secure the resources
guaranteed under any such performance guarantee(s) and Settling Defendant fails to remit a cash
amount up to, but not exceeding, the estimated cost of the remaining Work to be performed, all
in accordance with the provisions of Paragraph 46, any unreimbursed costs incurred by EPA in
performing Work under the Work Takeover shall be considered Future Response Costs that
Settling Defendant shall pay pursuant to Section XVI (Payments for Response Costs).

87. Notwithstanding any other provision of this Consent Decree, the United States
retains all authority and reserves all rights to take any and all response actions authorized by law.

XXII. COVENANTS BY SETTLING DEFENDANT

88. Covenant Not to Sue. Subject to the reservations in Paragraph 89, Settling
Defendant hereby covenants not to sue and agrees not to assert any claims or causes of action
against the United States with respect to the Site, and Past and Future Response Costs as defined
herein, or this Consent Decree, including, but not limited to:

a. any direct or indirect claim 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),
107, 111, 112, 113, or any other provision of law;

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with this Consent Decree, EPA will notify Settling Defendant in
writing of the activities that must be undertaken by Settling
Defendant pursuant to this Consent Decree to complete the Work,
provided, however, that EPA may only require Settling Defendant
to perform such activities pursuant to this Paragraph to the extent
that such activities are consistent with the “scope of the remedy
selected in the ROD,” as that term is defined in Paragraph 12.b.
EPA will set forth in the notice a schedule for performance of such
activities consistent with the Consent Decree and the SOW or
require the Settling Defendant to submit a schedule to EPA for
approval pursuant to Section XI (EPA Approval of Plans and Other
Submissions). Settling Defendant shall perform all activities
described in the notice in accordance with the specifications and
schedules established therein, subject to their right to invoke the
dispute resolution procedures set forth in Section XIX (Dispute
Resolution).

b. IfEPA concludes, based on the initial or any subsequent request
for Certification of Completion by Settling Defendant and after a
reasonable opportunity for review and comment by the State, that
the Work has been performed in accordance with this Consent
Decree, EPA will so notify the Settling Defendant in writing.

XV. EMERGENCY RESPONSE

50. In the event of any action or occurrence during the performance of the Work
which causes or threatens a release of Waste Material from the Site that constitutes an
emergency situation or may present an immediate threat to public health or welfare or the
environment, Settling Defendant shall, subject to Paragraph 51, immediately take all appropriate
action to prevent, abate, or minimize such release or threat of release, and shall immediately
notify the EPA's Project Coordinator, or, if the Project Coordinator is unavailable, EPA's
Alternate Project Coordinator. If neither of these persons is available, the Settling Defendant
shall notify the EPA Emergency Response Center, Region 4. Settling Defendant shall take such
actions in consultation with EPA's Project Coordinator or other available authorized EPA officer
and in accordance with all applicable provisions of the Health and Safety Plans, the Contingency
Plans, and any other applicable plans or documents developed pursuant to the SOW. In the event
that Settling Defendant fails to take appropriate response action as required by this Section, and
EPA takes such action instead, Settling Defendant shall reimburse EPA forall costs of the
response action not inconsistent with the NCP pursuant to Section XVI (Payments for Response
Costs).

51. Nothing in the preceding Paragraph or in this Consent Decree shall be deemed
to limit any authority of the United States, or the State: a) to take all appropriate action to protect
human health and the environment or to prevent, abate, respond to, or minimize an actual or
threatened release of Waste Material on, at, or from the Site; or b) to direct or order such action,

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113(k)(2) or 117 of CERCLA, the public, will be provided with an opportunity to comment on
any further response actions proposed by EPA as a result of the review conducted pursuant to
Section 121(c) of CERCLA and to submit written comments for the record during the comment
period.

18. Settling Defendant’s Obligation To Perform Further Response Actions. If
EPA selects further response actions for the Site, the Settling Defendant shall undertake such
further response actions to the extent that the reopener conditions in Paragraph 82 or Paragraph
83 (United States' reservations of liability based on unknown conditions or new information) are
satisfied. Settling Defendant may invoke the procedures set forth in Section XIX (Dispute
Resolution) to dispute (1) EPA's determination that the reopener conditions of Paragraph 82 or
Paragraph 83 of Section XXI (Covenants Not To Sue by Plaintiff) are satisfied, (2) EPA's
determination that the Remedial Action is not protective of human health and the environment,
or (3) EPA's selection of the further response actions. Disputes pertaining to whether the
Remedial Action is protective or to EPA's selection of further response actions shall be resolved
pursuant to Paragraph 66 (Record Review).

19. Submissions of Plans. If Settling Defendant is required to perform the further
response actions pursuant to Paragraph 18, it shall submit a plan for such work to EPA for
approvai in accordance with the procedures set forth in Section VI (Performance of the Work by
Settling Defendant) and shall implement the plan approved by EPA in accordance with the
provisions of this Decree.

VILL QUALITY ASSURANCE, SAMPLING, AND DATA ANALYSIS

20. Settling Defendant shall use quality assurance, quality control, and chain of
custody procedures for all treatability, design, compliance and monitoring samples in accordance
with “EPA Requirements for Quality Assurance Project Plans (QA/R5)” (EPA/240/B-01/003,
March 2001), “Guidance for Quality Assurance Project Plans (QA/G-5)” (EPA/600/R-98/018,
February 1998), and subsequent amendments to such guidelines upon notification by EPA to
Settling Defendant of such amendment. Amended guidelines shall apply only to procedures
conducted after such notification. Prior to the commencement of any monitoring project under
this Consent Decree, Settling Defendant shall submit to EPA for approval, after a reasonable
opportunity for review and comment by the State, a Quality Assurance Project Plan (QAPP) that
is consistent with the SOW, the NCP and applicable guidance documents. If relevant to the
proceeding, the Parties agree that validated sampling data generated in accordance with the
QAPP(s) and reviewed and approved by EPA shall be admissible as evidence, without objection,
in any proceeding under this Decree. Settling Defendant shall ensure that EPA personnel and its
authorized representatives are allowed access at reasonable times to all laboratories utilized by
Settling Defendant in implementing this Consent Decree. In addition, Settling Defendant shall
ensure that such laboratories shall analyze all samples submitted by EPA pursuant to the QAPP
for quality assurance monitoring. Settling Defendant shall ensure that the laboratories it utilizes
for the analysis of samples taken pursuant to this Decree perform all analyses according to
accepted EPA methods. Accepted EPA methods consist of those methods which are documented
in the “Contract Lab Program Statement of Work for Inorganic Analysis” and the “Contract Lab

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111. Nothing in this Decree shall be deemed to alter the Court's power to enforce,
supervise or approve modifications to this Consent Decree.

XXXII. LODGING AND OPPORTUNITY FOR PUBLIC COMMENT

112. This Consent Decree shall be lodged with the Court for a period of not less
than thirty (30) days for public notice and comment in accordance with Section 122(d)(2) of
CERCLA, 42 U.S.C. § 9622(d)(2), and 28 C.F.R. § 50.7. The United States reserves the right to
withdraw or withhold its consent if the comments regarding the Consent Decree disclose facts or
considerations which indicate that the Consent Decree is inappropriate, improper, or inadequate.
Settling Defendant consents to the entry of this Consent Decree without further notice.

113. If for any reason the Court should decline to approve this Consent Decree in
the form presented, this agreement is voidable at the sole discretion of any Party and the terms of
the agreement may not be used as evidence in any litigation between the Parties.

XXXIII. SIGNATORIES/SERVICE

114. Each undersigned representative of the Settling Defendant of this Consent
Decree and the Assistant Attorney General for the Environment and Natural Resources Division
of the Department of Justice certifies that he or she is fully authorized to enter into the terms and
conditions of this Consent Decree and to execute and legally bind such Party to this document.

115. Settling Defendant hereby agrees not to oppose entry of this Consent Decree
by this Court or to challenge any provision of this Consent Decree unless the United States has
notified Settling Defendant in writing that it no longer supports entry of the Consent Decree.

116. Settling Defendant shall identify, on the attached signature page, the name,
address, and telephone number of an agent who is authorized to accept service of process by mail
on behalf of that Party with respect to all matters arising under or relating to this Consent Decree.
Settling Defendant hereby agrees to accept service in that manner and to waive the formal
service requirements set forth in Rule 4 of the Federal Rules of Civil Procedure and any
applicable local rules of this Court, including, but not limited to, service of a summons. The
parties agree that Settling Defendant need not file an answer to the complaint in this action
unless or until the court expressly declines to enter this Consent Decree.

XXXIV. FINAL JUDGMENT
117. This Consent Decree and its appendices constitute the final, complete, and
exclusive agreement and understanding among the parties with respect to the settlement
embodied in the Consent Decree. The parties acknowledge that there are no representations,

agreements, or understandings relating to the settlement other than those expressly contained in
this Consent Decree.

118. Upon approval and entry of this Consent Decree by the Court, this Consent

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 53 of 55

THE UNDERSIGNED PARTY enters into this Consent Decree in the matter of United States v.
ITT Corporation, relating to the former ITT Thompson Industries Superfund Site.

L[uflo

Date

si Ao

Date

(fiz fe

Date

. Mahan
Deputy Section Chief
Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice

P.O. Box 7611

Washington, D.C. 20044-7611

‘Angela Mo

California Bar No. 262113

Trial Attorney

Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice

P.O. Box 7611

Washington, D.C. 20044-7611

a WW

son
Florida Bar No. 0604501
Assistant United States Attorney
Northern District of Florida

U.S. Department of Justice |
J11N. Adams Street, 4th Floor
Tallahassee, FL 32301

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Case 4:10-cv-00053-SPM-WCS Document 4-1 Filed 02/17/10 Page 16 of 55

access to conduct any activity regarding this Consent Decree including,
but not limited to, those activities listed in Paragraph 24.a of this
Consent Decree, and (ii) grant the right to enforce the Iand/water use
restrictions listed in Paragraph 24.b of this Consent Decree, including,
but not limited to, the specific restrictions set forth therein [and any
land/water use restrictions listed in the ROD].

(2) The Proprietary Controls shall be granted to: (i) the United States,
on behalf of EPA, and its representatives, (ii) the State and its
representatives, and/or (iii) other appropriate grantees. The Proprietary
Controls, other than that granted to the United States, shall include a
designation that EPA is a “third-party beneficiary,” allowing EPA to
maintain the right to enforce the restrictive covenant without acquiring
an interest in real property. If any Proprietary Controls are granted to
Settling Defendant, then Settling Defendant shall monitor, maintain,
report on and enforce such Proprietary Controls.

(3) within thirty (30) days of EPA’s request, submit to EPA for review
and approval regarding such real property:

@ a draft Proprietary Control, in substantially the form
attached hereto as Appendix D, that is enforceable under
the laws of the State of Florida, and

(ii) acurrent title insurance commitment or other evidence of
title acceptable to EPA, which shows title to the land
affected by the Proprietary Control to be free and clear of
all prior liens and encumbrances (except when EPA waives
the release or subordination of such prior liens or
encumbrances or when, despite best efforts, Settling
Defendant is unable to obtain release or subordination of
such prior liens or encumbrances).

(4) Within fifteen (15) days of EPA's approval and acceptance of the
Proprietary Control and the title evidence, Settling Defendant shall
update the title search and, if it is determined that nothing has occurred
since the effective date of the commitment, or other title evidence, to
affect the title adversely, record the Proprietary Control with the County
Recorder's Office of Madison County. Within thirty (30) days of
recording the Proprietary Control, Settling Defendant shall provide EPA
with a final title insurance policy, or other final evidence of title
acceptable to EPA, and a certified copy of the original recorded
Proprietary Control showing the clerk's recording stamps. If the
Proprietary Control is to be conveyed to the United States, the
Proprietary Control and title evidence (including final title evidence)

14