November 15,1991 - US Environmental Protection Agency · November 15,1991 Page 2 the Consent Decree, Lord hereby requests your assistance in obtaining such access to the Over Lake,

LORD Lord Corporation2000 Wesi Gianaview Blvd.R 0. Box 10038Era, PA 16514.00388M:868-09!MTclox: 291935FAX: 814:864.3452

Certified MallReturn Receipt Requested

Chief, Environmental Enforcement SectionEnvironmental and Natural Resources DivisionU.S. Department of JusticeP.O. Box 7611Ben Franklin StationWashington, D.C, 20044

Re; DOJ# 9041-2-593

Timothy F. Malloy, Esq.Office of Regional CounselUnited States Environmental Protection AgencyRegion III841 Chestnut BuildingPhiladelphia, PA 19107

Re: Lord-Shope Superfund Site

November 15,1991

Gentlemen:

The purpose of this letter is to advise of Lord Corporation's progress with respectto obtaining access to properties adjacent to the Lord-Shope Superfund Site, whichaccess is necessary for the implementation of the Consent Decree.

In accordance with the terms of Section X of the Consent Decree, LordCorporation ("Lord") is required to obtain access to the Lord-Shope SuperfundSite, which Lord currently owns, and any other property to which access n .required for the implementation of the Consent Decree. There are threeproperties to which access must be obtained in order to implement the terms ofthe Consent Decree. To date, Lord has entered into agreements for the purchaseof two of these properties from Lehman Fruit Farm and Fairview EvergreenNurseries, respectively. These acquisitions will permit Lord to fence in theroadway along the southern boundary of the Site as well as provide the accessnecessary for the discharge of treated groundwater into the unnamed tributary ofElk Creek. With respect to the third property, located to the north of the Site andowned by Over Lake, Inc, we have been unable to reach an amicable agreementwith Over Lake, Inc. despite proposals by Lord for reasonable compensation inexchange for such access. As we have been unable to reach an agreement onaccess with Over Lake, Inc, within a period of forty-five days (45) from the entry of (,

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November 15,1991Page 2

the Consent Decree, Lord hereby requests your assistance in obtaining suchaccess to the Over Lake, Inc, property,

Set forth below is a summary of our efforts to obtain access to each of the threeproperties.Lehman Fruit Farm

The property along the southern boundary of the Site is owned by Mr. & Mrs.Blaine Lehman, proprietors of the Lehman Fruit Farm. In 1982, Lehman FruitFarm granted a right-of-way to Lord for the use of a portion of the Lehmanproperty for a service road along southern and western portions of the Site. TheRight-of-Way Agreement provided that Lord would purchase 300 feet of the right-of-way property upon completion of the RI/FS, In order to fence the Site, Lorddetermined that it would be appropriate for us to purchase the entire right-of-wayarea, approximately 900 feet, in order to permit the service road to be fenced inalong with the remainder of the Site, By Letter Agreement, dated October 31,1991,Lehman Fruit Farm agreed to sell the right-of-way to Lord, Although it will benecessary to undertake a formal subdivision of this strip of land, Lehman FruitFarm has given Lord permission to proceed with the construction of the fencealong the southern boundary of the Site, The fence has been completed,Completion of the subdivision and acquisition of the property should be completedin early 1992,

Fail-view Evergreen Nurseries

In order to discharge treated groundwater into the unnamed tributary of ElkCreek, Lord needs to obtain access to property, located to the west of the Site,owned by Fairview Evergreen Nurseries, Inc. ("Fairview"); the unnamedtributary of Elk Creek flows through the Fairview property. By Letter Agreement,dated November 1,19&1, Fairview has agreed to sell a portion of its property toLord in order to permit us to have access this unnamed tributary. Thisacquisition will necessarily require a subdivision of the Fairview property, whichsubdivision should be completed in early 1992. Unlike Lehman Fruit Farm,however, Fairview will not permit Lord to have access to the property until thesale is completed. Although the test of the groundwater treatment system is notscheduled for Spring, 1992, we anticipate that the acquisition of the Fairviewproperty will be completed before the commencement of such tests.

Over Lake. Inc.

Over Lake, Inc, ("Over Lake") owns all of the property located to the north of theSite. Currently, a number of monitoring wells and piezometers are located on the

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November 15, 1991Page 3

Over Lake property, permitted by Over Lake pursuant to a series of short termagreements granting Lord restricted access to Over Lake's prepay. All of theseshort term agreements have expired,

The Consent Decree contemplates the construction of additional monitoring wellsand piezometers on the Over Lake property as well an the construction ofgroundwater extraction wells, pipelines, pumps and associated fixtures. Indiscussions with our Technical Consultant, Eckenfelder, Inc., we havedetermined that Lord will need to have access to approximately 31.4 acres, moreor less, of Over Lake property; see attached Exhibit A. Currently, a majority ofthis property is an undeveloped field, with the balance located on or adjacent to thetee and fairway of Hole No. 5 of the Over Lake Golf Course,

For the last seven (7) years, Lord has been trying to negotiate with Over Lake forlong term access to the Over Lake property as well as for a settlement of OverLake's property damage claims. While we have had limited success innegotiating access agreements in the past, such agreements only permitted Lordto have restricted access for specific purposes and periods of time. Suggestions fora long term access agreement were rejected by Over Lake, As for the settlement ofall claims, Lord's proposals in 1986 and 1987 were rejected by Over Lake,

In January, 1991, Lord began trying to negotiate an Easement Indenture withOver Lake. It is our belief that an Easement Indenture is necessary in order toensure that we have a continuing, undisturbed right of access until theremediation program is completed. However, despite letters, telephonediscussions, various formal and informal proposals by Lord, and meetings withOver Lake and its Attorney, William C. Sennett, we have not been able to reach anamicable agreement on the issue of access.

Enclosed for your review is a copy of all correspondence with Over Lake andAttorney Sennett over the past eleven months, After our original proposal for anEasement Indenture was delivered to Attorney Sennett in January (and re-sent inFebruary), Lord was unable to contact either Mr, Sennett or Over Lake until June,1991. On June 26, 1991, representatives of Lord met with Mr. Elwinger of OverLake to discuss our proposal. Mr. Elwinger requested that we provide a mapindicating the area of property to which access was requested (Exhibit A). Thismap was forwarded to both Over Lake and Attorney Sennett's co-counsel, DonaldE, Wright by letter dated July 24, 1991. In response to Attorney Sennett'a concernsfor determining the appropriate compensation for access as well as for propertydamages in general, Lord made five (5) proposals, by letter dated August 29, 1991,for addressing these concerns. These five proposals included deferring thecompensation for access issue to a later date, compensation for access only,leasing the property and acquiring approximately 58 acres of Over Lake property.

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November 15,1991Page 4

Over Lake rejected all of these proposals including the proposal for a payment of$50,000 in exchange for access to the 31.4 acres of Over Lake property. We believethat this proposal is reasonable given that the current market value of similarundeveloped property is $2000/per acre. However, in response to this proposal,Over Lake has demanded the sum of $100,000/year for limited access to this smallparcel of land. Under this demand, Lord would pay Over Lake $5 million(assuming a 50 year period of groundwater remediation). As our appraisals ofthe enure Over Lake operation indicates that this property and the adjacent GolfCourse is only worth $1.5 million, we feel that $100,000/year for access to a smallportion of Over Lake property is unreasonable.

The issue of compensation notwithstanding, Lord has sought to revise theEasement Indenture in an attempt to resolve the other issues and concerns raisedby Over Lake with respect to granting Lord access to Over Lake's property, Theserevisions of the Easement Indenture have been criticized by Over Lake withoutany proposals on their part to modify the Easement Indenture to theirsatisfaction. Over Lake's primary basis, other than compensation, for hinderingthe negotiation of the Easement Indenture is their demand for a survey and legaldescription of the 31.4 acres of property to which Lord would have access. WhileLord has commissioned a surveyor to undertake this project, the survey has notyet been completed. Absent receipt of this survey, Over Lake has indicated that itwill not discuss this matter further with Lord.

At this point, we feel that the negotiations with Over Lake have reached animpasse, and that a satisfactory agreement on access will not be reached in thenear future. We believe that Lord has used its best efforts in trying to negotiatewith Over Lake, including our agreement to pay the Attorney Sennett's legal feesin connection with his representation of Over Lake in the negotiation of theEasement Indenture. Five proposals have been made to Over Lake, in addition toother settlement proposals in the past, in an attempt to satisfy their concern forappropriate compensation. Fifty Thousand Dollars ($50,000) for limited access toundeveloped, unused land worth approximately $62,000 (31.4 acres @ $2000/acre)is quite reasonable. One Hundred Thousand Dollars ($100,000) per year for .limited access is unconscionable,

Therefore, pursuant to Section X of the Consent Decree, Lord hereby requestsUSEPA to assist us in obtaining access to the Over Lake property, which access isrequired in order to implement the groundwater extraction and treatment phaseof the remediation of the Lord-Shope Superfund Site. While Lord will continue itsattempts to negotiate an agreement with Over Lake, we believe that yourparticipation in these negotiations is necessary and appropriate.

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November 15,1991 -.PageS !.,

Once you have had an opportunity to review the enclosed documents, we candiscuss any questions that arise as well as a plan of action for resolving thismatter. We will look forward to hearing from you.

Chrisjnpher J. I. GannonAttorney /

Enclosure

cc: (Letter Only)

James J. FeeneyEPA Project CoordinatorUnited States Environmental Protection AgencyRegion HI841 Chestnut BuildingPhiladelphia, PA 19107

Nancy L. SnyderPennsylvania Department of Environmental ResourcesHazardous Sites Cleanup Program1012 Water StreetMeadville,PA 16335

E. A. MillerM.J.WayJ.W.Wright

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JIITMI «, wngmKOII AflllllStcitucy

tort Corporation2000 WeslGrandview Blvd.P. 0. Box 10038Erie, Pa, 16514.0038Telephone; 814:868-0924Telex; 91 -4445

William C. Sennett, Esq.Knoz, McLaughlin, Gornall and Sennett, Inc.120 West 10th StreetErie, PA 16501

November 14,1991Re: Over Lake, Inc.

Easement Indenture for Lord CorporationAccess to Over Lake, Inc. Property

Dear Mr, Sennett:We have received your letter of November 8,1991. It does not appear that a 'satisfactory Easement Indenture can be concluded between Lord Corporation andOver Lake, Inc. in the near future,We agree that a survey and legal description of the Over Lake property, subject to (~the Easement Indenture, is necessary. As stated in my letter of October 30,1991, Henry T. Welka & Associates has commenced a survey of the metes and bounds ofthis property. While we had anticipated that this survey would be completed inearly November, it has not yet been completed. However, negotiation of the rightsand obligations of the parties relative to the Easement Indenture should not behindered by the delay in the completion of this survey. Over the past six (6)months, we have provided to both Bob Elwinger and you a number of drawings ofthe Over Lake property as well as drawings of the general boundaries of theproperty to be subject to the Easement Indenture. These drawings provide asufficient basis for understanding the scope of the Over Lake property which willbe subject to the Easement Indenture,The revision of the Easement Indenture was designed to address the concernsraised by Bob Elwinger and you during our meeting on October 15,1991. Theprimary changes involved additional restrictions imposed on the activities of Lordand/or USEPA on the Easement Property, For example, one of your concernspertained to the construction of "facilities" on the Over Lake property. To addressthis concern, Article II was created to specifically identify the limited actions thatLord and USEPA could take on each of the Easement properties, Despite ourattempt to change the Easement Indenture in order to satisfy your concerns, yourletter only criticizes these changes without proposing any modifications thatwould satisfy your client's requirements.

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We have added the restriction that wells and other fixtures would be finished "ator below ground surface". Finishing the wells and certain other fixtures atground surface is necessary in order to permit access for testing, maintenance,repair, etc, The "impact" on the Over Lake property has not changed since ouroriginal proposal to Over Lake in January; Over Lake will not be able to use theproperty in a manner which would damage or affect our wells and other fixtures,however this should not prevent Over Lake from using the property for anexpansion of the Golf Course or other compatible usage.

Prior drafts of the Easement Indenture have provided that the easement wouldinclude all of the rights and benefits necessary for the full enjoyment or use of therights granted by Over Lake to Lord, As we do not believe that this provisionenhances or restricts the rights of Lord under the Easement Indenture, we arewilling to remove this provision if so desired by Over Lake,

As to the issue of compensation for access, we do not believe that this issue can betreated separately from the issue of overall property damages, We have identifieda number of proposals on compensation for access and damages, You refer to theproposal for a payment of $50,000 in exchange for limited access to the Over Lakeproperty. We believe this proposal is reasonable recognizing the limited rights ofLord and the absence of any release for damages to the Easement Property, Ourproposal is to pay reasonable compensation to Over Lake but not to compensateOver Lake twice for the same damages, In contrast, your demand for $100,000 peryear for such limited access to the Over Lake property amounts to $5,000,000 (over50 years), This sum is unconscionable given the fair market value of theEasement Property is approximately $2,000/acre.

Since it is apparent from your letter that Over Lake does not intend to consider theterms of the Easement Indenture without first receiving the survey and resolvingthe compensation issue, it is unlikely that we will make any progress furthertoward reaching an amicable agreement on this matter prior to November 15.While we are willing to continue negotiations on this matter, the Consent Decreerequires us to advise USEPA of the impasse between Lord and Over Lake.

Finally, I had previously agreed with Bob Elwinger that Lord would pay your feesassociated with the negotiation of the Easement Indenture. However, since animpasse has been reached which requires us to refer this matter to USEPA, Lordwill not be responsible for any further fees associated with this matter,

Sincerely,/i ,

~4 k/. I'IB «i • u» bcc: E' •lesW.Wnght/ M.J.Way

OverLake File

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I•AlAlGHL'Xf.ioRNALi,.,.„•_!.::„_.:.J...J llovember 6, 1991 .„.

A f>nf»iio**i air/wan..!. Ullicft of James W,120 Wnl Train SUMKriv, Pennsylvanialti50l.mil . .ttmsMDUo Janes w, Wright, secretaryFaxflH.«4530 Vice Piesident of Legal AffairsAnonwys*Counselors Lord Corporation

2000 West Orandview Dlvcl,P.O. Box 1U038Eiie, PA 16014-0038

ioHNM.McLAuam.iN RE; Easement Indenture for Lord CorporationMWTCKERGORNAU. Access to Over Lake, Inc. propertyJOSEPH F.MKKREU. ••" rW1UIAMCSENNETT )?joHNw.BEAm Dear Mr. Wright!EDWIN LR.MtKEAN

1WKENB. JONESOFCOUNSa

This is to acknowledge your letter of October 30, 1991RICHARD A! UVICK concerning the above matter, We have reviewed your letterIACKM.GORNAU. together with the revised easement indenture. He note thatW'X'A'SER t"61'6 have been significant changes in the easement indenture.IAMEST.MARNENDONAiDE,wmoifUR. fts yet we have not received Exhibit A to the easement /~-.5 aWovrtMCS indenture which Is a description of the property to be included 'v^MARKE.MIODUSZEWSKI in the eAseiiients identified as "Easement Ho. 1", "Easement Ho.CARLN.MOOIIE 2", and "Easement tlo, 3", Please provide Exhibit ft togetherDAvioiirMosttR1^ wilh 9 Ie99l description and a survey indicating the extent ofTHOMAS A, iwrrzA the easement, Over Lake will require a complete legal

description before executing the easement.BRIAN GLOWACKIJOKNO.DODICK We note that you have deleted from this draft of theTIMOTHY M.SENNETT easement the provision in the prior draft which required theSAK.XT parties to agree to the location of the facilities to beMARKT.WASSEU. constructed on the easement property. We also note that thisWCHAIIDA.UNZIUO dlll.t a0|a1C)Wie(jgeii that construction of the facilities will be!oS,>iS* "9t or helow 91'0""1-1 surface". Obviously the construction of-PETEHA.PENTZ facilities at ground surface changes the impart of the easementSUEMECI1 on the available use of the property by Over Lake. We also.SCOTTKERN note at g (jjgft Of [|je ea3ement; contains provisions which

wuuld extend the easement to inuluUe "all other rights andbenefits necessary or convenient for the full enjoyment or use

tlle rights herein granted," Your letter indicates that the

|IMI'19641 time, ptubabiy 3D to 50 yearn In duration,CONRAD A, PEARSON

HON. OERAID i, WEBER remediation program will continue for an indefinite period of|IMI'19641CONRAD A,IIOMM9IMORTiMERiww'wwi

We have carefully reviewed your letter of August 29, 1991in which you make various proposals including an offer of a onetime payn«nt of $50,000.00 for access to the Easenent Property.Your offer amounts to approximately $1,000,00 per year, At our

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meeting on October 15, 1991 Over Lake made a demand of $100,000.00 per yearfor access to the Easement Property,

Under all the circumstances, we view the demand for payment of$100,000,00 per year for access to the Easement Property to be entirelyreasonable, In determining this amount we have valued the existing Over LakeGolf Course property, the nature of the access requested, the nature of theEasement, the use which Lord will make of the Easement Property and the extentand duration of such use. We have not considered the damages which Over Lakehas ousta'tie'l by ''"ason of viie environmental disaster inflicted on over Lake.

Finally we submit that a resolution of the issue of reasonablecompensation for access must be determined prior to the granting of theeasement. Any other course of action would be entirely unfair to Over Lake.I await your further advice in the matter,

Very truly yours,

KIIOX MoLAUGHLIH GOR1IALL SSEHNfflT; P.C.

HCS/ses05LE11071

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v«c Plenum .r)*> Allan

Urn) Corporation2000 West Qrandview Blvd.R 0. Box 10038Erie, PA 16514.0036614668-0924Teta: 291935FAX: 814:864.3452

William C, Sennett, Esq.Knew, McLaughlin, Gomall and Sennett, Inc.120 West Tenth StreetErie, PA 16501-1461

October 30,1991

Re: Easement Indenture for Lord CorporationAccess to Over Lake, Inc. Property

Dear Bill:We appreciated the opportunity to meet with you and Bob Elwinger on October IS todiscuss the proposed Easement Indenture, As a result of our discussions, we haveundertaken various actions which we hope will allow for satisfactory conclusion of theEasement Indenture and permit Lord to proceed to implement remediation on the OverLake property,We have authorized Henry T, Welka & Associates to proceed with a survey to establishthe metes and bounds for the property to be covered by the Easement Indenture, Welkahas been utilized for other survey work at the site. The survey results should be availablein early November,While we are awaiting the survey results, we should proceed to conclude the terms andconditions of a satisfactory Easement Indenture. I am enclosing a revised EasementIndenture for your review and consideration, To facilitate your review, the followingpoints should be noted:

1. We have separated the Easement Indenture into three (3) distinctproperty areas designated as Easement No, 1, Easement No. 2 andEasement No. 3 (collectively referred to as Easement Property).Easement No, 1 and Easement No, 2 relate to the small areas east ofthe creek adjoining Fairway No, 5. Easement No, 3 refers to the largeracreage, approximately 31 acres west of the creek.

2, In Article n, we have included the scope of easement for the respectiveproperly areas of the Easement Property, along with limitations, Theselimitations are in accord with our discussions and my letter ofOctober 3,1991.

3. We have modified the language regarding permittees of Lord under theEasement Indenture to include the United States and its representatives,including the USEPA and its contractors, This language is found inthe Consent Decree.

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William C. Sennett, Esq.Re: Over Lake, Inc.October 30,1991Page 2

4. In Article HI, Section 7, we have included a provision to indicate thatthe Agreement does not release or waive any rights or claims that OverLake may have against Lord for damage in general, or reasonablecompensation for the easements granted under the Easement Indenture.

We have discussed at length the matter of compensation both for damages and inconsideration of the Easement Indenture, We believe that our letter of August 29,1991identifies a series of reasonable alternatives regarding compensation. In our meeting ofOctober 15,1991, Over Lake indicated that, in their opinion, reasonable compensation forthe Easement Indenture alone would be $100,000 per year while Lord undertakes theremediation program, which could be 20-50 years in duration. We believe this request tobe unreasonable and unconscionable,In reality, we believe compensation for the Easement Indenture cannot be separated fromthe matter of property damage and damage in general, Overlake's damages relate torestrictions on the use of the Easement Property. Over Lake's damages are not enhancedin any significant way by granting the Easement Indenture, In fact, granting the EasementIndenture is necessary to mitigate property damage and allow cleanup of thecontamination,We are prepared to continue to discuss the matter of compensation. It is requested thatyou provide, in writing, your demands regarding compensation which should addressboth the access required by the Easement Indenture and for settlement of claims you allegeto exist against Lord Corporation, At minimum, you should state in writing yourdemands in regard to the Easement Indenture in oner for these demands to becommunicated to the USEPA, if we are unable to satisfactorily conclude the EasementIndenture. Our ability to satisfactorily resolve the matter of compensation seems remotewithin the near future.As you appreciate the Consent Decree requires that we obtain access to the variousproperties required for implementing the remediation plan by November 15. If we cannotobtain such accessibility rights to the Easement Property by November 15, it will benecessary for us to invoke EPA's assistance in obtaining the necessary access,Recognizing the shortness of time and differences between Lord and Over Lake, it seemsappropriate that the Easement Indenture be concluded, reserving the rights of Over Lakefor compensation and damages, as provided in Article II, Section 7,We request your prompt response in regards to the revised Easement Indenture. We areprepared to meet with you to discuss any remaining issues, As previously indicated, if weare unable to conclude the Easement Indenture by November 15, we will have no choicebut to so advise EPA.

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WiUiamC. Sennett, Esq.Re: Over Lake, Inc,October 30,1991Page 2

I hope that we can satisfactorily resolve this matter and allow our remediation work tocontinue.Sincerely yours,

lames W. WrightJWW/mlmEnclosure

G

bcc: C. J, I. CannonE. A. Miller

C

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EASEMENT INDENTURE

THIS INDENTURE, made and entered into this __ day of November,1991 by and between OVER LAKE, INC., with its offices located at Route 20,Glrard, Pennsylvania (hereinafter referred to as "Over Lake"), and LORDCORPORATION, with corporate offices at 2000 West Grandview Boulevard, Erie,Pennsylvania, (hereinafter referred to as "Lord").

WITNESSETH:

WHEREAS, Over Lake Is the owner of certain real property,comprising approximately 125 acres, bounded by in part by Route 20 and PleperRoad in the Township of Glrard, County of Erie and Commonwealth ofPennsylvania, said property being the premises conveyed to Over Lake by Deeddated _____ and recorded in Erie County Deed Book 1000, Page 614, (saidproperty hereinafter referred to as "Over Lake Property"); and

WHEREAS, Lord is the owner of certain real property, located at 6262Pieper Road, and adjacent to the Over Lake Property, In the Township ofGirard, County of Erie and Commonwealth of Pennsylvania, said property beingthe premises conveyed to Lord by Deed dated June 6, 1983 and recorded in ErieCounty Deed Book 1499, Page 95, and by Deed dated June 12, 1986 and recordedin Erie County Deed Book 1633, Page 598, and by Deed dated July 15, 1991 andrecorded in Erie County Record Book 169 Page 31, (said property hereinafterreferred to as "Lord Property"); and

WHEREAS, in conjunction with the United States and itsrepresentatives, including the United States Environmental Protection Agency("USEPA"), and the Pennsylvania Department of Environmental Resources, Lordhas been conducting an investigation and evaluation of the Lord Property, andportions of the Over Lake Property; and

WHEREAS, in connection with such investigation and evaluation, thereexists on a portion of the Over Lake Property certain groundwater monitoringwells and piezometers, which Over Lake has previously permitted Lord toconstruct, maintain, operate, alter, repair, replace and monitor on the Over LakeProperty; and

WHEREAS, Lord's Investigation and evaluation of the Lord Propertyand portions of the Over Lake Property has resulted in the Identification of theneed to undertake remedial action to abate the contamination of the groundwater;and

WHEREAS, in accordance with its Record of Decision, dated July 29,1990, and the resulting Consent Decree entered by the United Stated DistrictCourt for the Western District of Pennsylvania on September 27, 1991 the UnitedStates has accepted Lord's proposal for remedial action to abate the contaminationof the groundwater; and

WHEREAS, the remedial action to be undertaken by Lord, under thesupervision of the United States and Its representatives, including USEPA and itscontractors, includes the construction of a groundwater treatment facility toextract and treat the contaminated groundwater, and the continued evaluation ofthe contamination plume through groundwater monitoring wells, piezometers, soilborings and other soil and water monitoring activities; and

AROOOllOO

WHEREAS, Lord, In cooperation with the United States and itsrepresentatives, Including USEPA and its contractors, desires to continue to haveaccess to three sections of the Over Lake Property, the metes and bounds ofwhich are shown In the survey, identified as Exhibit A, attached hereto; and /~'-

WHEREAS, Over Lake has expressly agreed to permit Lord to haveaccess to the three sections of the Over Lake Property, Identified In Exhibit A,for the purposes and on the conditions stated herein,

NOW, THEREFORE, in consideration of the sum of One Dollar($1.00), receipt of which is hereby acknowledged, and in consideration of thecovenants hereinafter contained, the parties intending to be legally bound herebyagree as follows:

L_ DEFINITIONS

1. For the purposes of this Agreement, the following terms shall beused with respect to the three sections of the Over Lake Property, Identified inExhibit A, to which this Agreement shall apply:

(a) "Easement No, 1" shall mean and refer to that portion ofthe Over Lake Property, as identified in Exhibit A, on which is ,located existing groundwater nunltoring Wells 37 A & B;

(b) "Easement No. 2" shall mean and refer to that portion ofthe Over Lake Property, as identified in Exhibit A, locatednorth of Easement No. 1 on the East side of the creek bisecting /~the Over Lake Property; *—

(c) "Easement No, 3" shall mean and refer to the acreage(approximately 31.4 acres) of Over Lake Property, as identifiedin Exhibit A, located north of the Lord Property and west of thecreek bisecting the Over Lake Property;

(d) "Easement Property" shall collectively mean Easement No.1, Easement No. 2 and Easement No. 3.

IK GRANT OF EASEMENTS

1. With respect to Easement No, 1 and Easement No. 2, Over Lakehereby grants, bargains, sells and conveys to Lord, its agents, contractors,employees, assigns and permittees (including the United States and itsrepresentatives, including USEPA and its contractors), an Easement andRight-of-Way upon, over and across Easement No, 1 and Easement No. 2 for thefollowing purposes:

A. To construct, maintain, operate, alter, repair, replace, monitorand remove groundwater monitoring wells, piezometers, soilborings, and other fixtures for monitoring soil and water.

2. With respect to Easement No. 3, Over Lake hereby grants, bargains,!sells and conveys to Lord, Us agents, contractors, employees, assigns andpermittees (including the United States and its representatives, including USEPAand Us contractors), an Easement and Right-of-Way upon, over and acrossEasement No. 3 for the following purposes:

(l) AROOOMI

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A. To construct, maintain, operate, alter, repair, replace, monitorand remove groundwater monitoring wells, piezometers, soilborings and other fixtures for monitoring soil and water;

B. To construct, maintain, operate, alter, repair, replace, monitorand remove groundwater extractions wells, pumps, pipelines,electric lines and associated hardware (which pumps, pipelines,electric lines and associated hardware shall hereinafter bereferred to as "associated fixtures") as required in connectionwith the extraction and treatment of contaminated groundwater;and

C. To use Easement No. 3 for pedestrian and vehicular ingress andegress to Easement No. 1 and Easement No. 2

III. TERMS AND CONDITIONS OF THE GRANT OF EASEMENTS TO THEEASEMENT PROPERTY

1, The Easements granted herein shall be subject to the followingconditions:

A, Pedestrian and vehicular ingress and egress onto the EasementProperty shall be made by entering from and exiting onto theLord Property, unless otherwise permitted by Over Lake.

B Pedestrian and vehicular ingress and egress onto Easement No. 1or Easement No. 2 shall be made by entering from and exitingonto Easement No, 3, unless otherwise permitted by Over Lake.

C. No security fencing will be constructed on the EasementProperty.

D. All groundwater monitoring wells, piezometers, soil borings, andother fixtures for monitoring soil and water located on theEasement Property shall be finished at or below ground surface.All groundwater extraction wells and associated hardware locatedon Easement No, 3 shall be finished at or below ground surface.

E, No in-situ vapor stripping facilities will be constructed on theEasement Property,

F. No groundwater treatment facilities, other than the groundwaterextraction wells and associated fixtures to be constructed,maintained, operated, altered, repaired, replaced, and removedon or from Easement No. 3, will be constructed on the EasementProperty.

G, Lord shall provide Over Lake with appropriate drawingsindicating the location of all groundwater monitoring wells,piezometers, soil borings, other fixtures for monitoring soil andwater, and groundwater extraction wells and associated hardwarepermitted pursuant to this Easement Indenture.

H. All costs related to the construction, maintenance, operation,alteration, repair, replacement, monitoring and removal of allgroundwater monitoring wells, piezometers, soil borings, otherfixtures for monitoring soil and water, and groundwater

AROOOl»02

extraction wells and associated hardware shall be at the soleexpense of Lord. Lord agrees to defend, indemnify and holdharmless Over Lake, its agents, employees and customers fromany and all liability, damage, cost and expense, as a result ofsuch construction, maintenance, operation, alteration, repair,replacement, monitoring and removal of groundwater monitoringwells, piezometers, soil borings, other fixtures for monitoringsoil and water, and groundwater extraction wells and associatedhardware whether or not caused by the negligence of Lord, itsagents, contractors, employees or permittees, and regardless ofsource or cause.

I. Upon completion of any construction activities on the EasementProperty, or as soon thereafter as soil and weather conditionspermit, Lord shall return the site of the construction to thesame conditions as existed prior to such construction, includingsodding, seeding, grading and removal of surface material orany other condition which exists as a result of suchconstruction,

J, Lord shall remove all groundwater monitoring wells, piezometers,soil borings, other fixtures for monitoring soil and water, andgroundwater extraction wells and associated hardware located onthe Easement Property upon completion of the remediationactivities, contemplated by the Record of Decision and theConsent Decree, to the satisfaction of the United States and itsrepresentatives, including USEPA and its contractors, andreturn the Easement Property to the same conditions as existedprior to the removal of such groundwater monitoring wells,piezometers, soil borings, other fixtures for monitoring soil andwater, and groundwater extraction wells and associatedhardware, including sodding, seeding, grading and removal ofsurface material or any other condition which exists as a resultof such removal activity,

2. Lord shall use its best efforts to avoid interfering with the normalpeaceful enjoyment of the Over Lake Property by Over Lake, its agents,employees and customers,

3. Over Lake agrees that it will not develop or otherwise alter theEasement Property in a manner which would frustrate, jeopardize or harm thegroundwater, wells, piezometers, pumps and/or pipelines, including but notlimited to actions which would Impact upon Lord's extraction and treatment ofgroundwater.

4, Lord and its permittees (including but not limited to the UnitedStates and its representatives, including USEPA and its contractors) shall haveall other rights and benefits necessary or convenient for the full enjoyment oruse of the rights herein granted.

5. Over Lake, its successors, heirs and assigns, reserve the right tofully use and enjoy the Over Lake Property subject to the rights, privileges andauthority herein granted and conveyed.

6, It Is mutually agreed and understood that this Indenture as writtencovers all the agreements and stipulations between the parties and that norepresentations or statement, verbal or written, have been made modifying,adding to, or changing the terms hereof,

«RO(M03

7. This Agreement shall not constitute nor be construed as a release orwaiver of any rights or claims that Over Lake may have against Lord for damage,

• in general, or reasonable compensation for the Easements granted herein,

TO HAVE AND TO HOLD the said rights and privileges unto saidLord, its successors and assigns, until such time as Lord, the United States andits representatives, including USEPA and its contractors, mutually agree thatrequirements and goals of the Record of Decision and the Consent Decree havebeen satisfied and the treatment of contaminated groundwater located beneath thesurface of the Lord Property, are no longer necessary or required; and theundersigned hereby bind Itself, its successors, heirs, and assigns, to warrantand forever defend Lord, its successors and assigns, against every personwhomsoever lawfully claims the same or any part thereof,

IN WITNESS WHEREOF, an authorized representative of Over Lakeherein has duly executed this Indenture the day and year first above written.

OVER LAKE, INC.

Witness:___________ By:______________Title:

COMMONWEALTH OF PENNSYLVANIA )) SS:

COUNTY OF ERIE )

I, ________, a Notary Public In and for the Countyand Commonwealth aforesaid, do hereby certify that on this day before meappeared Robert L. Elwinger, who represented to me that he Is the President ofOver Lake, Inc., that he is authorized to execute this Easement Indenture onbehalf of Over Lake, Inc,, and that he signed said instrument as his free andvoluntary act for the uses and purposes therein set forth,

GIVEN under my hand and official seal this ___ day ofNovember, 1991.

Notary Public

<•> UROOOItOli

, nnyiui

Sicilliry

Uort Corporation2000 West Grandview Blvd.P. 0. Box 10038Erie, Pa, 16514-0038 /"\Telephone; 814:668-0924 ', 'Telex: 91-4445

William C. Sennett, Esq.Knox, McLaughlin, Gomall and Sennett, Inc.120 West Tenth StreetErie, PA 16501-1461

October 3, 1991

Re: Over Lake, Inc,

Dear Bill:We at Lord Corporation look forward to a meeting with you and Bob Elwinger to resolveLord's need for access to certain property of Over Lake, Inc. We need access for thepurpose of conducting remediation activities associated with the Shope Landfill asrequired with the Record of Decision dated July 29, 1990, and the Consent Decree. Inaddition, we would like to address alternatives for resolution of any damage claimsOver Lake may have against Lord Corporation regarding the landfill, Hopefully, we willbe able to meet on October 9th, as discussed, Please confirm logistics for the meeting,As a result of your letters of September 26, 1991, and our discussions, I would like tosupply certain additional information and comments.1. We foresee the need for access to a minimum of approximately 31.4 acresof the

Over Lake property. The general scope of the acreage involved has beencommunicated on several occasions, I am enclosing a copy of a schematic showingthe proposed acreage. We believe any surveys should be deferred pendingagreement in principle,

2. Iamenclosingacopyof»letterdatedJanuary21, 1991, from Eckenfelder, Inc.,our consultant, listing the activities anticipated to be conducted on the Over Lakeproperty. This listing was supplied with our letter of January 28, 1991. For yourinformation, we can offer additional clarification:a, Any long-term installation of monitoring wells, extraction wells, collection

systems and associated hardware would be finished at or below groundsurface,

b. No treatment facilities are planned for the Over Lake property.c, No security fencing is proposed for the Over Lake property.d, No stream discharge access is proposed on the Over Lake property.

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William C. Sennett, Esq.Re: Over Lake, Inc.October 3,1991Page 2

e, The vapor stripping facility will be located on the Lord property, along withthe treatment facility.

f , Access to monitoring wells located along Fairway #5 would be accessed viathe proposed access area,

As you know, Lord must obtain access privileges.consistent with Section X of theConsent Decree, If meaningful progress toward an agreement in principle for accesscannot be accomplished, it will be necessary for us to advise EPA and request that theypursue access. I am enclosing a copy of information recently supplied to us regardingEPA's enforcement protocol,In addition to access, we would like to develop a more permanent solution with OverLake. The alternatives outlined in our letter of August 29, 1991 should provide a base forsuch a discussion.We look forward to a positive and successful resolution of these unfortunatecircumstances,Sincerely yours,

,

4amesW. WrightJWW/mlmEnclosures

bee: C, J. I. CannonE, A. Miller

AROOQiiOe

' . ' • > • September 2 6 , 1991A fniftuiaaal Ciirpuratioti Crp 0 fl ,QQ

IffllWi-slTiTUhSlrrol .Krli',Pi'nnsylv,iniiilii!iilM.|<il lfG/U SERVICES«i«» Christopher J. I. Gannon, Esq.(•JXIIIMSHKII) . j <->nrimr«HonAttonwyssc.miwi.ir* w™ Corporation2000 west Qcandview Blvd.

P.O. Box 10038Erie, PA 16514-0038

RE: Over Lake. inc.WHNM.MclAWHUNM.FlETCHERQORNAl.t.msEpHF.MicKRELL Dear Mr. Gannon:WH4JAMC. SENNETT

We have had an opportunity to review your letters of JulyWALLACE I.KNOX ii 24, August 29, and September 6, 1991 with reference to theRICHAROH.ZAMBOLPI request from Lord Corporation for an easement granting access •XaMowwa to the Pt°P«rty of Over Lake, inc. The property is identifiedHARRYK. THOMAS in the proposed easement as being 31.4 acres locatedMICHAEL A.FHTZNER immediately west of Fairway No. 5 of the Over Lake Golf Course.XSe ST.!!!. We have also nad tne opportunity to review the record ofRICHARD W.PERHACS decision dated June 29, 1990 and the consent decree executed by /*ROHRTO.PWYM Lord corporation on June 25, 1991 which will be filed in the v-

unitec! states District Court for the Western District ofSEANJ.M<I.AIOHLIN Pennsylvania,DAVinM.MOSIR

The various proposals included in your letter of AugustRICHARD E.BORDONARO 29, 1991 are unsatisfactory. Prior to executing an easement

indenture Over Lake will require the following:TIMOTHY M.SENNETTWILLIAM C.WAGNEB i. ft metes and bounds survey description of the exactPATRICIAS SMITH pi'oyei'Ly tu be included in tne 31,4 acres, It is notRICHARD A, I.ANZIU.O reasonable to request that Over Lake execute an easement forMATTHEW i.MtLAuoHLiN property which is not specifically described in a survey whichJOANNAMUODE should include both a survey map and a legal description,SUE A. BECK», scon KERN 2. A complete written definition of the manner in

which the property will be used and to what extent such use_______ will interfere with the continued use of this property by OverHON. WIUIAM W.KNOX Lake, and to what extent Lord's use will interfere with the

.u.... remaining property of Over Lake outside of the 31.4 acres,HUN, QCRALU I, WKDCH

CONRADA,PEARSON You have requested access to the Over Lake property.I'T'U u However we note that Lord is required to use the property forMORTIMER ..GRAHAM the construction o{ faoiiities for the extraction and treatmentIACKSOND.MAGENAU of ground water, the piping of the extracted ground water to anOP COUNSEL on-site ground water treatment system and the eventual ,~STETHENtlONBSOf COUNSEL

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Christopher J. I. Gannon, Esq.September 26, 1991Page 2

discharge of the treated ground water to the unnamed tributary of Elk Creeksituate on the Over Lake property. In addition Lord's use includes theconstruction and maintenance of facilities for "in situ vapor stripping" andthe complete security fencing of the entire premises. It is apparent thatLord Corporation may require access to the property for a period of between 30and SO years.

upon receipt of this information including the survey, Over Lake i.sprepared to mane a demand for compensation for access to the property,

Very truly yours,

KHQX MCLAUQHLIN GORNALL &SEHHETT, P.C.

ay. -..-l/\William c, Sennett

WCS/ses05LI09231Enclosure

.vJ

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LORDLord Corporation2000 West Giandview BlvdR 0. Box 10038Erie, PA 16514.0038814:666.0924Telex. 291935FAX. 814:864.3452

William C, Sennett, Esq.Knox, McLaughlln, Gornall and Sennett, Inc.120 West 10th StreetErie, PA 16501

September 6,1991

Re: Over Lake, Inc,

Easement Indenture for Lord CorporationAccess to Over Lake, Inc. Property

Dear Bill:As requested in our discussion yesterday, enclosed are copies of the Recordof Derision, dated June 29,1990, and the Consent Decree, executed by LordCorporation on June 25,1991, The U.S, District Court for the Western r,District of Pennsylvania has lodged the Consent Decree, but the Court has L:not yet entered the Consent Decree. Once the Consent Decree is entered,which we expect will occur within the next two weeks, the 45 day timeperiod for resolving the access issue (please refer to Section X of the ConsentDecree) will commence.If you have any other questions or desire additional information, please feelfree to contact me. Otherwise, we will look forward to receiving a responseto our letter of August 29 within the next week or two.

Sincerely,

AttorneyEnclosure

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V A

LORD Lord Corporation2000 Wesl Granaview Blvd.P 0 Box 10039Erie, PA 16514,0038614 866.0924Teien, 291935FAX. 814 664.3452

William C. Sennett, Esq.Knox, McLaughlin, Gornall and Sennett, Inc.120 West 10th StreetErie, PA 16501

August 29,1991

Re: Over Lake, Inc.Easement Indenture for Lord CorporationAccess to Over Lake, Inc. Property

Dear Mr, Sennett:The purpose of this letter is to address several concerns raised by you inrecent conversations, and to propose several alternative approaches forresolving the access and/or compensation issues relating to the Lord/ShopeLandfill Site.In our telephone conversation on Monday, August 26,1991, you expressedconcern that the proposed Easement Indenture did not address the issue ofcompensation for damages to Over Lake, Inc. (hereinafter referred to as"Over Lake"). The Easement Indenture does not address compensation,nor was that our intention, We believe that access to the property andcompensation for access and property damage can be treated as twoseparate and distinct issues, Our plan to treat these issues separately wasa result of our understanding from discussions with Mr, Elwinger on June26,1991.

A further concern was expressed regarding a waiver of Over Lake'scompensation claims, It was never our intention to execute an EasemantIndenture which would waive any of Over Lake's claims for compensationfor access or property damage. In fact, we are willing to add a provision tothe Easement Indenture providing that the execution of the EasementIndenture does not constitute a waiver of any of Over Lake's claims forproperty damage or reasonable compensation for granting property accessrights to Lord Corporation, It is our preference, due to the time constraintsunder our Consent Decree, to reach an agreement on the issue of access tothe Over Lake property and to discuss the property damage andcompensation for access issues later. However, based on our recent

AROOOltIO

LORDWilliam C. Sennett, Esq.Knox, McLaughlin, Gornall and Sennett, Inc.August 29, 1991Page 2

conversation, it is my understanding that you feel that the property damageand compensation for access issues should not be deferred.

In the past, we have presented to Over Lake proposals for the resolution ofthe property damage issue, In December, 1986 and March, 1987, LordCorporation submitted tv/o (2) proposals to Over Lake for consideration.Both proposals (enclosed as Exhibit A) entailed the identification of primaryand secondary areas, These proposals, which were rejected by Over Lake,were presented prior to the completion of our Remedial Investigation andFeasibility Study of the Shope Landfill and adjacent properties. As a resultof our RI and FS, we have determined that our remedial activities willinvolve the Over Lake property to a lesser extent than contemplated by ourearlier proposals,

Further, from time to time, we have had market appraisals of the OverLake property and other properties in the area conducted, The results ofsuch appraisals indicate that the fair market value of unimproved propertyin that area of Girard Township is between One and Three ThousandDollars ($1000-3000) per acre depending whether the property is primefarmland or of lesser utility,

Following our telephone conversation on Monday, Jim Wright, Gene Millerand I have extensively discussed the compensation matter. We believe thatthere are two distinct issues in this area: (1) Over Lake's claim for damageto its property per se, and (2) compensation for Lord Corporation's accessand utilization of Over Lake's property in connection with our remediationactivities. Using our earlier proposals and land appraisals as a referencepoint for discussion of these issues, we are prepared to make severalalternative proposals for Over Lake's consideration,

Proposal No. 1 Execute Easement Indenture and Defer Issues ofCompensation for Property Damage and Access to theProperty.

Under this Proposal, Over Lake would execute the Easement Indenture,proposed in July 1991, and the issues of compensation for property damageand access to the property will be deferred to a later date. This Proposalwould permit us to immediately undertake our remedial activities on the31,4 acres of Over Lake property, as identified in the attached Exhibit B.

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LORDWilliam C. Sennett, Eaq,Knox, McLaughlin, Goraall and Sennett, Inc.August 29,1991Page 3

The execution of the Easement Indenture would not waive any of OverLake's claims for property damage or reasonable compensation forgranting Lord Corporation access to Over Lake's property, A provision tothis effect can be added to the Easement Indenture,

Proposal No. 2 Execute Easement Indenture with Compensation forAccess and Defer Compensation for Property Damage

This Proposal entails the following characteristics:

A. Execution of the Easement Indenture, granting LordCorporation access to 31.4 acres of Over Lake property, asidentified in Exhibit B, to undertake remedial activities asdefined in Lord Corporation's Consent Decree with USEPA;

B. Release of all claims pertaining to compensation for grantingaccess to Over Lake Property; and

C. No release of any claims for property damage.

In consideration for accepting this Proposal, Lord Corporation will payOver Lake the sum of Fifty Thousand Dollars ($50,000).

Proposal No. 3 Lease of Over Lake Property Withoyt a Release of Claimqfor Property Damage

Under this Proposal, Lord Corporation proposes the following:

A, To lease 31,4 acres of Over Lake property, as identified in ExhibitB, for the purposes of undertaking the remedial activitiesidentified in our Consent Decree with USEPA. The leasedproperty would lie west of the creek and not include Fairway No.5. The lease would not expire until Lord Corporation receives aCertificate of Completion of remedial activities pursuant to ourConsent Decree with USEPA, Further, Lord Corporation wouldnot be required to pursue permission of Over Lake prior toundertaking any remediation-related activities on the leasedproperty;

aHOOOI.12

LORD r

William C. Sennett, Esq.Knox, McLaughlin, Gornall and Sennett, Inc.August 29,1991Page 4

B. A right of access to the monitoring wells located on Over Lakeproperty currently known as Fairway No. 5, as well as the rightto construct additional monitoring wells as required in order toundertake the activities identified in our Consent Decree withUSEPA;

C. Release of all claims pertaining to compensation for grantingaccess to Over Lake's Property; and

D, No release of any other claims for property damage.

In consideration for accepting this Proposal, Lord Corporation will payOver Lake a lump sum of Fifty Thousand Dollars ($50,000), In addition, wepropose paying Over Lake Five Thousand Dollars ($5,000) per year but not toexceed One Hundred Thousand Dollars ($100,000). The maximum amountpayable under this Proposal is One Hundred Fifty Thousand Dollars ,_($150,000), L

Proposal No. 4 Lease of the Over Lake Property With a Release of AllClaims


A. To lease 31,4 acres of Over Lake property, as identified in ExhibitB, for the purposes of undertaking the remedial activitiesidentified in our Consent Decree with USEPA. The leasedproperty would lie west of the creek and not include Fairway No,5. This lease would not expire until Lord Corporation receives aCertificate of Completion of remedial activities pursuant to ourConsent Decree with USEPA, Further, Lord Corporation wouldnot be required to pursue permission of Over Lake prior toundertaking any remediation-related activities on the leasedproperty;

B. A right of access to the monitoring wells located on Over Lakeproperty currently known as Fairway No, 5, as well as the rightto construct additional monitoring wells as required in order toundertake the activities identified in our Consent Decree withUSEPA; and

AftOOOMS

Vl S 'f&Sfc

LORDWilliam C. Sennett, Esq.Knox, McLaughlin, Gornall and Sennett, Inc.August 29,1991PageS

C, Release of all claims for compensation for granting access toOver Lake Property,

D, A Release of all claims pertaining to property damage,

In consideration of the acceptance of this Proposal, Lord Corporation willpay Over Lake a lump sum of One Hundred Thousand Dollars ($100,000).In addition, we will pay Over Lake Ten Thousand Dollars ($10,000) per year,but to not exceed Two Hundred Thousand Dollars ($200,000). Themaximum amount payable to Over Lake under this Proposal is ThreeHundred Thousand Dollars ($300,000),

Proposal No. S Purchase 58 Acres of Over Lake Property and Release ofAll Claims


A. To purchase approximately 58 acres of Over Lake property;

B. A right of access to the monitoring wells located on Over Lakeproperty currently known as Fairway No, 5, as well as the rightto construct additional monitoring wells as required in order toundertake the activities identified our Consent Decree withUSEPA; and

C. A Release of all claims pertaining to compensation for grantingaccess to Over Lake's Property; and

D, A Release of all claims pertaining to property damage.

The portion of Over Lake property which Lord Corporation proposes topurchase is shown in the attached Exhibit C, This property is bounded onthe West by property owned by Fairview Evergreen Nurseries, on the Southby property owned by Lord Corporation and bounded on the East by the creekflowing through the Over Lake property adjacent to Fairway No. 5, TheNorthern edge of the property is property owned by Over Lake. Thisproperty encompasses approximately 58 acres, more or less,

AROOOMit

LORDWilliam C. Sennett, Esq.Knox, McLaughlin, Gornall and Sennett, Inc.August 29,1991Page 6

In consideration for the sale of the property and release of all claims, LordCorporation will pay Over Lake, Inc, the sum of Two Hundred ThousandDollars ($200,000).

Enclosed, as Exhibit D, is a summary outline of the foregoing Proposals, toassist you in your review, evaluation and comparison of the Proposals,

All of the foregoing Proposals address one or both of the damage issues, Wehope that at least one of these Proposals satisfactorily addresses yourconcerns.

As it is imperative that we promptly resolve the issue of access, we request 'that you advise us of your position with respect to these Proposals set forthherein, within ten (10) days of receipt of this letter. Absent such response orcounterproposal, we will assume that an impasse has been reachedbetween the parties and, as required under our Consent Decree, we will berequired to refer this matter to USEPA in order that they may retain therequired access, Obviously, it is not in the interest of either party to haveUSEPA involved in this matter. Therefore, we hope that you will respond tous within the next few days and that an amicable solution is reached.

We look forward to hearing from you soon.

Sincerely,

Enclosures

bcc: E. A, Miller UM. J. WayJ. W. Wright(No attachments)

BROOOI.I5

Lord Corporation2000 West Qrandview Blvd.P. 0. Box 10038

r\ Erie, Pa. 16514.0036! Telephone: 814:868-0924

Telex: 91 -4445

Exhibit AMr, Robert Elwinger, PresidentOver-lake, inc.Route 20Glrard, PA 16417December 19, 1986

Dear Bob:

During the past several months, we have had various discussions regardingthe Impact of the Lord/Shope Haste Site on property of Overlake, Inc. Inour telephone conversation of December 8, 1986, you requested and Iagreed to respond In a definitive manner with a proposed resolutionbetween Lord and Overlake. He believe that future development of theOverlake property In accordance with your objectives Is practical.

Briefly, I would like to Identify the status of activities related to theSite. Presently, Lord 1s pursuing a Supplemental Remedial Investigation/Feasibility Study (RI/FS), some of the objectives of which Include1) further definition of groundwater plume, 2) endangerment assessment,and 3) the Identification of further remedial actions appropriate for theSite. The RI/FS Is scheduled for completion by early summer 1987. Bylate 1987, It is expected that a Record of Decision will have been Issuedby DER/EPA as to additional remedial action to be taken.

As you appreciate, much of our recent field work related to the Site hasfocused upon land of Overlake to the north of the Site and to the west ofFairway No. 5. Soil and/or groundwater contamination has been found onOverlake property at depths between 20-40 feet In the shaded area shown

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« L *a"e U not ** ««<<«W.e..<M Itgiblt aA, it 4.4-dut to AubAtandand colon on condition o& the. oniginal

Robert ElwingerJ. U. WrightDecember 19, 1986Page 2

In Figure 1 of the attached letter of our consultant, Aware Inc., datedDecember 16, 1986. Monitoring wells have been installed to the north andwest of this plume of contamination for purposes of delimiting the plume.

He would like to extend our appreciation for your continued cooperationIn permitting the required access to the Overlake property for purposesof investigation and monitoring.

You have expressed the desire to continue with your plans to further Odevtlop the property of Overlake. You have specifically expressed theneed to utilize the area of Investigation and monitoring by Lord as partof an expanded golf course. Lord wishes to continue cooperation with youand, to the extent possible, minimize the Impact of the Site. However,resolution 1s difficult with the continuing studies underway and tineuncertainties that exist Including remedial actions and use restrictionswhich DER/EPA may consider necessary or desirable.

He have Inquired of DER of their ability to address the manner and extentof future development of the Overlake property. As you might expect,they believe that such decisions would be more timely after the RI/FS hasbeen completed and the Record of Decision made as to remedial aclon tobe Implemented. Based on their knowledge, their tentative thoughts arethat development of the Overlake property as a golf course Isreasonable. They advise that development of the Overlake property should

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II tht page, ilmtd in thiA frame. iA not aA ne.ado.btt..on le.gible. aA thiAlabel, it iA due. to AubAtandand colon on condition od the. oniginal page,.

Robert ElwingerJ. H. HrlghtDecember 19, 1986Page 3

not Interfere with the requirements to utilize the property In remedialaction and/or monitoring relative to the Site. He believe that yourdesired development can occur while allowing for proper remedial andmonitoring action.

He have also requested our consultant to evaluate the potential forfurther development of the Overlake property from their perspective. Foryour Information, Aware's enclosed letter referred to above providestheir comments. In summary, Aware feels that future development of theOverlake property to the north of the Site as a golf course Is anappropriate use of the property with some restrictions 1n proximity tothe plume of contamination.

In view of the positive views of our consultant, the tentative positionof DER, and our desire to seek a resolution with Overlake, Lord wouldlike to propose the following three part settlement approach for yourconsideration;

Part 1. • Primary Area

In concert with our consultant, Lord would define a portion ofthe Overlake property having primary Impact from the'Site andIncluding the plume of contamination. An approximatedescription of this parcel 1s shown on the enclosed plot plan,

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Lord proposes that the following development restrictions beImposed on this parcel:

a) No development of potable water supply or othergroundwater development.

b) No major excavation.

c) No building structures be constructed thereon without QLord approval.

d) Lord to have the right to carry out Its requiredInvestigations, monitoring and remedial effort on theparcel but to do so with minimum Interference withOverlake's use of the property as a golf course.

e) Overlake's development of this parcel for a golf coursebe deferred pending the Record of Decision and theImplementation of the required remedial action Involvingthis parcel.

f) These restrictions to apply to successor owners of theland unless released by Lord.

C

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Part II.- Secondary Area

The remaining parcel of property of Overlake located withinBlock 61, Lot 13, of the attached plot plan would have thefollowing development restrictions:

a) No development of potable water supply or othergroundwater development.

b) No residential development.c) These restrictions to apply to successor owners of the

land unless released by Lord,

In our opinion, a club house 1n the Secondary Area Is stillviable.

Part III.-Compensation and Release

Lord would agree to pay Overlake (100,000. Overlake wouldrelease Lord and Shope from liability, past, present, andfuture, associated with the Site. However, should Overlakebecome further restricted In Us use of property presentlyowned by Overlake, solely due to the Site, the release wouldnot apply to damages because of such further restrictions.

\J

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The foregoing proposal would appear to address your concerns and permitfurther development of the Overlake property as you have described. ItIs to be appreciated that the foregoing proposal Is an outline forconsideration and would be refined 1n more detail If settlement on thisbasis looks feasible. In addition, we would expect that the terms of asettlement arrangement would be maintained confidential except that whichmust become a part of the public record. He would be glad to discussthis proposal or Ideas you may have at your convenience.

Sincerely,

"James H. Hrlght,Vice President - Legal AffairsJHH/sefEnd.bcc: AJ Freeman

GW HartonEA MillerDW SaurerHJ Way

Scott D. MacMillanAWARE, INC.80 Airport Rd.W. Milford, NJ 07480 o

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PlC].UII»t

Lord Corporation2000 West Giandview Blvd.P 0 Box 10038Erie, Pa, I65M.Q038Telephone: 614:668-0924Telex: 91 "1445

Mr. Robert Elwinger, PresidentOverlake, Inc.Route 20Girard, PA 16417

April 27, 1987

Dear Bob:I would like to express my appreciation for the hospitality you extendedto Jim Wright and me on April 18, 1987. Our visit certainly gave me anopportunity to be more familiar with the landfill and your property andplans for its development.As indicated, we will be proceeding to restore those areas of yourproperty damaged by the drilling operations this past fall. Gene Millerwill be visiting the site to make a more complete assessment of whatneeds to be done in this regard. Relative to the tracks left by thedrilling rig, it is our intention to repair these areas. I am advisedthat some heavy equipment will necessarily be on the site during thepumping test scheduled for mid-May. We will do the surface repair afterthe pumping test has been completed,During our discussions, we left with you an outline of a settlementproposal, copy attached. The proposal was a modification to thatsubmitted with Mr. Wright 's letter of December 19, 1986 and should beconsidered in conjunction with that letter.We are asking that you agree to a set of temporary restrictions onproperty encompassing the portion of the subsurface contaminationextending into the Overlake property. These restrictions are necessaryto prevent further spread of contamination and potential exposure duringremediation. The restrictions are such that the restricted propertycould be used as a golf course. We have proposed a monetary amount tocompensate for the impact of the landfill.

You have expressed dissatisfaction with our proposal, particularly withregard to the monetary amount. While we believe that our financialproposal should be adequate, we are willing to consider a specificproposal from you and would expect that it be supported by evidence andrationale having a recognized basis in law.

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cMr. Robert ElwingerApril 27, 1987Page 2

Lord does not wish to litigate Overlake's claim as a result of thelandfill. We are willing to settle on reasonable terms which areJustified under the circumstances. Our disagreement seems to reside ina method of determining what is reasonable and justified under thecircumstances. Such a determination requires professional advice, Wehave sought advice from outside legal and real estate personnel. Weencourage you to do the same. We are prepared to meet with you and/oryour advisors to further discuss a settlement.Bob, we respect what you have accomplished with the Overlake golfcourse. It is our objective to minimize the impact of the landfill onOverlake's property and the Girard community. We will need yourcontinued cooperation for this to happen.Please feel free to contact Mr. Wright or me regarding the landfill.I hope we can find an amicable resolution to this matter.Very truly y_purs,

I*-\i/ James FreemanEnc.

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.-SETTLEMENT PROPUSAL TO OVErtLAKE, INC.

(Reference to December 19, 1986 Lord Proposal)

1, Primary Area restrictions:a) No development of potable water supply or other groundwater

development.b) No major excavation.c) ' No building structures be constructed thereon without Lord

approval.d) Lord to have the right to carry cut its required

Investigations, monitoring and remedial effort on theparcel but to do so with minimum interference withOverlake 's use of the property as a golf course.

e) Overlake's development of this parcel for a golf coursebe deferred pending the Record of Decision and theimplementation of the required remedial action involvingthis parcel.

f) These restrictions to apply to successor owners of the landunless released by Lord.

* g) Restrictions subject to release following successfulremediation of Primary Area and determination that releasewill not result in adverse impact on remediation.

» 2. No restrictions in Secondary Area.* 3. Lord to recommend plan to ERA and DER to remove contamination

from Overlake property - probably groundwater collection andtreatment.

4. Lord pay Overlake, Inc. $100,000.* 5. Lord agree to pay additional $50,000 in event Overlake, Inc.

develops clubhouse (criteria to be better defined) in Block 61,Lot 17 within 5 years, and private water supply is establishedby Overlake.

6. Overlake, Inc. release Lord and Shopes from liability. .Releasewould not apply to any further restrictions or because plume ofcontamination enlarges beyond Primary Area.

» Modification to 12/19/86 proposal

Date: March 23. 1987 AftOOOI*2l»

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LORD Lord Corporation2000 West Qiandview Blvd.P 0. Box 10038Erie, PA 16514.0038814 868.0924Telex: 291935FAX: 814:864.3452

Donald E. Wright, Jr., Esq.Knox, McLaughlin, Cornell and Sennett, Inc.120 West 10th StreetErie, PA 16501

July 24,1991

Re: Over Lake, Inc.

Easement Indenture for Lord CorporationAccess to Over Lake, Inc, Property

Dear Mr. Wright:In accordance with our telephone conversation earlier this month, enclosedare copies of the Easement Indenture, map indicating the area of the OverLake, Inc. property to which Lord Corporation desires to have access, andmy letter, dated July 24,1991, to Mr. Elwinger concerning theaforementioned items.The Easement Indenture provides for the grant of an easement and right-of-way over and upon approximately 31.4 acres of the Over Lake, Inc.property for the purposes of constructing, operating, altering, monitoring,repairing, maintaining and removing existing and future groundwatermonitoring wells, piezometers and groundwater extraction wells, pipelinesand pumps. These wells, piezometers, pipelines and pumps will berequired in connection with the extraction and treatment of groundwater,pursuant to the United States Environmental Protection Agency's Record ofDecision, dated July 29,1990, and the resulting Consent Decree, which hasbeen executed by USEPA and Lord Corporation but has not yet been enteredby the United States District Court for the Western District of Pennsylvania.

Please review the Easement Indenture and advise of any changes that aredesired. If no changes are necessary, we request that you assist Mr.Elwinger in executing the Easement Indenture, and returning it to us.

As the USEPA requires us to resolve all access issues within the next fewmonths, your prompt review and consideration of this matter would beappreciated.

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JiAs'L rj ^

Donald E. Wright, Jr., Esq.Knox, McLaughlin, Gornall and Sennett, Inc.July 24,1991Page 2

If you have any questions or desire additional information, please do nothesitate to contact either James W, Wright, Vice President, Legal Affairs &Secretary, or me.

Sincerely,

Christopher /f I. GannonAttorney

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LORD Lord Corporation2000 West Grandview BlvdP 0. Bo« 10038Ene, PA 16514.0038814868.0924Telex: 291935FAX: 814 864.3452

Robert L. ElwingerOver Lake, Inc,Route 20Girard,PA 16417

July 24,1991

Re: Easement Indenture for Accessto Over Lake, Inc. Property

Dear Mr. Elwinger:In connection with our meeting on June 26,1991, we have identified theareas of your property to which Lord Corporation desires to have access inorder to undertake the extraction and treatment of groundwater, Thisactivity will be undertaken in accordance with the Record of Derision, datedJuly 29,1990, and the resulting Consent Decree.

Our initial evaluation of the project indicates that we will need to haveaccess to approximately 31.4 acres of Over Lake's property, all of which islocated north of the Over Lake-Lord property line. Enclosed is a map whichindicates the general boundaries of the area and includes the location ofexisting wells as well as the groundwater extraction wells and additionalgroundwater monitoring wells. Please note that all of the groundwaterextraction wells will be connected by pipelines, and the transfer ofgroundwater to the treatment plant, to be located on our property, mayrequire the use of pumps. While we have endeavored to provide as muchdetail on the map as is available, the final location of the groundwaterextraction wells (including pipelines and pumps, if any) and additionalgroundwater monitoring wells will not be known until the remedial designphase of the project is completed, sometime next year. Of course, we willseek your consent to the exact location of these extraction and monitoringwells.

Once the remedial design phase of the project is completed, we believe thatit would be appropriate for Lord Corporation to have the area of Over Lakeproperty, to which Lord Corporation will have access, surveyed at ourexpense.

In addition to the map, enclosed for your review and execution is anEasement Indenture which sets forth the responsibilities and rights of OverLake and Lord (including its permittees-USEPA, Pennsylvania DER and

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Robert L. ElwingerOver Lake, Inc.July 24, 1991Page 2

r-

other local, state and Federal agencies involved in this project). Specifically,this Easement Indenture grants to Lord, including its agents, contractors,employees, assigns and permittees, an easement and right-of-way over andupon the 31.4 acres of Over Lake property as identified on the map mentionedabove. This easement and right-of-way is limited to permit only theundertaking of the activities outlined in the Record of Derision and ConsentDecree, and expires at such time that Lord, USEPA, PADER and the otherlocal, state and Federal agencies are satisfied that the extraction andtreatment of groundwater is no longer required, The Easement Indenturefurther requires Lord to consult with Over Lake prior to any constructionactivities, return the property to its original condition after completion ofconstruction activities, and provide drawings indicating the location of allwells, pipelines, etc,This Easement Indenture only addresses the issue of access to yourproperty, and does not contemplate the waiver of any claims that Over Lakemay seek to pursue against Lord.

Although you stated that you desire to handle this matter on your own, it ismy duty as an Attorney to recommend that you discuss this EasementIndenture with your legal counsel, Attorney Donald E. Wright, Jr., prior to /->execution. At the request of your Mr. Wright, we have forwarded a copy of L-'this Easement Indenture, as well as the map, for his review.

Please review this Easement Indenture and, if acceptable, please execute itand return it to me, Once executed, we plan to record this EasementIndenture with the Erie County Recorder of Deeds, If there are anychanges to the Easement Indenture that either Attorney Wright or youdesire to make, please feel free to contact either Jim Wright or myself todiscuss these changes,

As the USEPA requires us to resolve all access issues within the next fewmonths, your prompt review and consideration of this matter would beappreciated.

Sincerely,

Christopher'.!, I, GannonAttorneycc: Donald E. Wright, Jr., Esq.

J. W. Wright, Esq.

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EASEMENT INDENTURE

THIS INDENTURE, made and entered into this ___ day of______, 1991, by and between OVER LAKE, INC,, with its offices locatedat Route 20, Girard, Pennsylvania (hereinafter referred to as "Over Lake"), andLORD CORPORATION, with corporate offices at 2000 West Grandview Boulevard,Erie, Pennsylvania, (hereinafter referred to as "Lord"),

WITNESSETH:

WHEREAS, Over Lake is the owner of certain real property,comprising approximately 125 acres, bounded by Route 20 and Pleper Road in theTownship of Girard, County of Erie and Commonwealth of Pennsylvania, saidproperty being the premises conveyed to Over Lake by Deed dated _____and recorded in Erie County Deed Book 1000, Page 614, (said propertyhereinafter referred to as "Over Lake Property"); and

WHEREAS, Lord is the owner of certain real property, located at 6262' Pieper Road, and adjacent to the Over Lake Property, in the Township ofGirard, County of Erie and Commonwealth of Pennsylvania, said property beingthe premises conveyed to Lord by Deed dated June 6, 1983 and recorded in ErieCounty Deed Book 1499, Page 95, and by Deed dated June 12, 1988 and recordedin Erie County Deed Book 1633, Page 598, and by Deed dated July IS, 1991 andrecorded in Erie County Deed Book __, Page __, (said property hereinafterreferred to as "Lord Property")! and

WHEREAS, In conjunction with the United. States EnvironmentalProtection Agency and the Pennsylvania Department of Environmental Resources,Lord has been conducting an investigation and evaluation of the Lord Property,and portions of the Over Lake Property; and

WHEREAS, In connection with such investigation and evaluation, thereexists on a portion of the Over Lake Property certain groundwater monitoringand sampling wells, and piezometers, which Over Lake has previously permittedLord to construct, maintain, operate, alter, repair and monitor on the Over LakeProperty; and

WHEREAS, Lord's investigation and evaluation of the Lord Propertyand portions of the Over Lake Property has resulted in the Identification of theneed to undertake remedial action to abate the contamination of the groundwater;and

WHEREAS, in accordance with its Record of Decision, dated July 29,1990, and the resulting Consent Decree, the United States EnvironmentalProtection Agency has accepted Lord's proposal for remedial action to abate thecontamination of the groundwater; and

WHEREAS, the remedial action to be undertaken by Lord, under thesupervision of the United Stated Environmental Protection Agency, thePennsylvania Department of Environmental Resources and other local, state andFederal agencies, includes the construction of a groundwater treatment facility toextract and treat the contaminated groundwater, and the continued evaluation ofthe contamination plume through groundwater monitoring and sampling wells; and

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WHEREAS, Lord, in cooperation with the United Stated EnvironmentalProtection Agency, the Pennsylvania Department of Environmental Resources, andother local, state and Federal agencies, desires to continue to have access tocertein portions of the Over Lake Property, the general boundaries of which are 'shown in Exhibit A (these portions of the Over Lake Property are hereinafterreferred to as the "Easement Property"); and

WHEREAS, Over Lake has expressly agreed to permit Lord to haveaccess to the Easement Property, identified in Exhibit A, for the purposes statedherein.

NOW, THEREFORE, in consideration of the sum of One Dollar($1.00), receipt of which Is hereby acknowledged, and In consideration of thecovenants hereinafter contained, the parties intending to be legally bound herebyagree as follows:

1. Over Lake hereby grants, bargains, sells and conveys to Lord, Itsagents, contractors, employees, assigns, and permittees (including but notlimited to the United States Environmental Protection Agency, PennsylvaniaDepartment of Environmental Resources and other all other local, state andFederal agencies), an Easement and Right-of-Way upon, over and across theEasement Property, as identified in Exhibit A, for the following purposes:

A. To maintain, operate, alter, repair, monitor and remove the existinggroundwater monitoring and sampling wells and piezometers located onthe Easement Property,

B. To construct, maintain, operate, alter, repair, monitor and remove (additional groundwater monitoring and sampling wells andgroundwater extraction wells and related pumps and pipelines for usein connection with the extraction and treatment of the contaminatedgroundwater, and

C. To undertake any other related activities as required by the UnitedStated Environmental Protection Agency, Pennsylvania Department ofEnvironmental Resources and/or any other local, state or Federalagencies in connection with Lord's remediation activities as outlined inthe Record of Decision, dated July 29, 1990, and the resultingConsent Decree.

2. This Easement and Right-of-Way shall be subject to the followingconditions:

A, Pedestrian and vehicular ingress and egress onto the EasementProperty shall be made by entering from and exiting onto the LordProperty, unless otherwise permitted by Over Lake.

B. The location of all new wells, piezometers, pumps and pipelines shallbe mutually agreed upon by the parties prior to construction, subjectto approval of the United States Environmental Protection Agency.Upon completion of any construction activities, Lord shall provideOver Lake with a drawing indicating the location of all weUs, \piezometers, pumps, pipelines and other construction pursuant to thisEasement Indenture.

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C. All costs related to the construction, maintenance, operation,alteration, monitoring, repair and removal of wells, piezometers,pumps and pipelines shall be at the sole expense of Lord, Lordagrees to defend, Indemnify and hold harmless Over Lake, itsagents, employees and customers from any and all liability, damage,cost and expense, as a result of such construction, maintenance,operation, alteration, monitoring, repair and removal of wells,piezometers, pumps and pipelines whether or not caused by thenegligence of Lord, its agents, contractors, employees or permittees,and regardless of source or cause.

D. Upon completion of any construction activities on the EasementProperty, or as soon thereafter as soil and weather conditionspermit, Lord shall return the site of the construction to the sameconditions as existed prior to such construction, including sodding,seeding, grading and removal of surface material or any othercondition which exists as a result of such construction.

E. Lord shall remove all wells, piezometers, pumps and pipelines locatedon the Easement Property upon completion of remediation activitiescontemplated by the Record of Decision, dated July 29, 1990, and theresulting Consent Decree, to the satisfaction of the United StatesEnvironmental Protection Agency, Pennsylvania Department ofEnvironmental Resources and all other local, state and Federalagencies, and return the Easement Property to the same conditions asexisted prior to the removal of such wells, piezometers, pumps andpipelines, including sodding, seeding, grading and removal of surfacematerial or any other condition which exists as a result of suchremoval activity.

F. Lord shall use its best efforts to avoid interfering with the normalpeaceful enjoyment of the Over Lake Property by Over Lake, itsagent, employees and customers.

3. Lord agrees to survey and prepare a metes and bounds description ofthe Easement Property upon completion of the remedial design of the groundwaterextraction and treatment as required pursuant to the Record of Decision, datedJuly 29, 1990, and the resulting Consent Decree. This metes and boundsdescription shall, upon approval of Over Lake, be recorded as an Addendum tothis Easement Indenture.

4. Over Lake agrees that it will not develop or otherwise alter theEasement Property in a manner which would frustrate, jeopardize or harm thegroundwater, wells, piezometers, pumps and/or pipelines, including but notlimited to actions which would impact upon Lord's extraction and treatment ofgroundwater.

5. Lord and its permittees (including but not limited to the UnitedStates Environmental Protection Agency the Pennsylvania Department ofEnvironmental Resources and other local, state and Federal agencies) shall haveall other rights and benefits necessary or convenient for the full enjoyment oruse of the rights herein granted.

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H

6. Over Lake, its successors, heirs and assigns, reserve the right tofully use and enjoy the Over Lake Property subject to the rights, privileges andauthority herein granted and conveyed. r

7. It is mutually agreed and understood that this Indenture as writtencovers all the agreements and stipulations between the parties and that norepresentations or statement, verbal or written, have been made modifying,adding to, or changing the terms hereof.

TO HAVE AND TO HOLD the said rights and privileges unto saidLord, its successors and assigns, until such time as Lord, the United StatesEnvironmental Protection Agency, the Pennsylvania Department of EnvironmentalResources and all other local, state and Federal agencies mutually agree thatrequirements and goals of the Record of Decision, dated July 29, 1990, and theresulting Consent Decree have been satisfied and the treatment of contaminatedgroundwater located beneath the surface of the Lord Property, ere no longernecessary or required; and the undersigned hereby bind itself, its successors,heirs, and assigns, to warrant and forever defend Lord, its successors and

• assigns, against every person whomsoever lawfully claims the same or any partthereof.

IN WITNESS WHEREOF, an authorized representative of Over Lakeherein has duly executed this Indenture the day and year first above written.

OVER LAKE, INC. /~

Witness:___________ By:.

Title:


COUNTY OF ERIE )

I, ___________, a Notary Public in and for the Countyand Commonwealth aforesaid, do hereby certify that en this day before meappeared Robert L, Elwinger, who represented to me that he is theof Over Lake, Inc., that he is authorized to execute this Easement Indenture onbehalf of Over Lake, Inc., and that he signed said instrument as his free andvoluntary act for the uses and purposes therein set forth.

GIVEN under my hand and official seal this ___ day of_______, 1991.

———Notary Public

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Lord Corporation2000 Wesi Grandview Blvd.

LORD POBoX,0038r. v. BWA IWJQ s^.Erie, PA 16514.0038 (i814:868.0924Telex; 914443Rapifax; 814:864.3452

William C, Sennett, Esq.Knox, McLaughlin, Gornall and Sennett, Inc.120 West Tenth StreetErie, PA 16501-1461

February 26, 1991

Re: Overlake, Inc.

Remediation of Lord/Shope Landfill

Dear Mr, Sennett:Enclosed Is a copy of the letter that 1 sent to you last month. The original musthave been lost in the mail.

If you have any questions, please feel free to call, /";

Sincerely,

Christc/herl'I.Attorney

Enclosures

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LORD Lord Corporation2000 Wesl Grandview Blvd.P. 0. Box 10038Erie. PA 16514.0038814868.0924Telex: 914445Rapilax: 814:864.3452

William C. Sennett, Esq.Knox, McLaughlin, Gornall and Sennett, Inc.120 West Tenth StreetErie, PA 16501-1461

January 28, 1991

Re: Overlake, Inc.

Remediation of Lord/Shope Landfill

Dear Mr. Sennett:

As you may be aware, Lord Corporation (Lord) and the U.S. Environmental.Protection Agency (USEPA) have agreed upon a plan of action for the remediationof the Lord/Shope Landfill. Pursuant to the Record of Decision, dated July 29,1990, Lord will undertake the remediation of the Lord/Shope Landfill throughgroundwater extraction and treatment, as well as in situ vapor stripping of thesoil. In addition, Lord will be required to continue the operation andmaintenance of the groundwater and early warning monitoring wells located on thelandfill and surrounding properties. These remediation activities, onceimplemented, will continue for a minimum of twenty years,

With respect to Overlake, Inc.'s property in Girard, the current remediation plananticipates the construction of groundwater recovery wells, collection piping andassociated electrical service for the groundwater treatment facility (which will belocated on the Landfill), as well as the construction, maintenance, operation,repair and removal (as necessary), of groundwater monitoring wells andpiezometers. These activities, vMjh are outlined in the enclosed letter, datedJanuary 21, 1991, to Lord from our consultant, Eckenfelder, Inc. (formerlyknown as Aware, Inc.), contemplate that all wells, pipes and electric lines will befinished below ground surface. Although the remediation plan will necessarilyhave an impact upon the Overlake, Inc. property, it is our intention to minimizethat impact as much as possible,

Over the past few years, Overlake, Inc. has permitted Lord to access theOverlake, Inc. property, pursuant to an Agreement, dated July 30, 1986,between Overlake, Inc and Lord. The Agreement, as periodically amended, haspermitted Lord to undertake the construction and operation of groundwatermonitoring wells in connection with our Remedial Investigation and FeasibilityStudy (RI/FS) of the Landfill and surrounding properties. However, thisAgreement, as amended, does not appear to cover the work contemplated by theRecord of Decision, specifically the construction of groundwater recovery wells

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January 28, 1991Page 2

and related activities as outlined above, As the implementation of the remediationplan necessarily requires Lord to have access to the Overlake, Inc. property,Lord desires to enter into a new agreement with Overlake, Inc. which wouldaddress this access issue.

Rather than executing an extension or addendum to the Agreement, dated July30, 1986, Lord Corporation proposes the execution of the enclosed EasementAgreement. This Easement Agreement would permit Lord to enter the Overlake,Inc. property for the purposes of undertaking the work necessary to implementand administer the remediation plan. All such remediation activities would beundertaken in accordance with the guidelines set forth in the Agreement, datedJuly 30, 1986; i.e. location of wells, restoration of ground cover followingconstruction, etc. While the term of the Easement Agreement Is indefinite, theEasement Agreement does provide for its termination upon the mutual agreement

. of Lord, USEPA and Pennsylvania Department of Environmental Resources thatthe remediation activities are no longer necessary. Although not specificallystated in the Easement Agreement, Lord will observe the past practice ofconsulting with Overlake, Inc. before undertaking any work on the Overlake,Inc. property.Please review the Easement Agreement and advise whether this proposal isacceptable to your client. If desired, we would be quite willing to meet withyour client and you to discuss our proposal and/or the remediation plan. As the /•••,implementation of the remediation plan requires the resolution of this access V.-issue, we would appreciate hearing from you at your earliest convenience.

Thank you for your cooperation in this matter.Sincerely,

Christopher J.Attorney

Enclosures

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KCKENFELDER INC1,

January 21, 1991 6114

Mr, Eugene A. MillerEnvironmental Services ManagerLord Corporation2000 West Grandvlew Blvd.Erie, PA 16314.0038

REi Proposed Activities for Overlake, Inc. PropertyDuring Remedial Design, Remedial Action,and Remedy Operation

Dear Genet

As requested, we have complied a list of the activities anticipated to beconducted on the property to the north of the landfill site to implement theRecord of Deciaioni

• possibly, installation of a small number of additional monitoringwells or piezometers, finished below ground surface, to monitorrecovery system performance (not presently planned)

1 collection of samples and water level measurements from new andexisting groundwater monitoring wells

• abandonment of existing groundwater monitoring well H-33

• supplemental land surveying

• construction of groundwater recovery wells, collection piping, andassociated electrical service, in an nondisruptive manner, finishedbelow ground surface

1 restoration of grade and ground cover following construction of anyabove noted wells and utilities

• after installation, periodic Inspection, sampling, monitoring,maintenance, and repair/replacement of groundwater recovery systemcomponents

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Mr. Eugene A. MillerPage 2 /•--.January 21, 1991

Let us know if you think of anything else or if you think the language needsto be modified,

Sincerely,

ECKBNFELDER INC,

ET Pintenlch, P.E., CHMMVice/president

*ctor, Waste Management Division

Scojjt D. MacMlllinSenior Manager, Hydrogeology

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EASEMENT INDENTURE

THIS INDENTURE, made and entered into this ___day of__, 1990, by and between OVERLAKE, INC., with its offices

located at Route 20, Girard, Pennsylvania (hereinafter referred to as "Grantor"),and LORD CORPORATION, with corporate offices at 2000 West Grand viewBoulevard, Erie, Pennsylvania, (hereinafter referred to as "Grantee",

WITNESSETH:

WHEREAS, Grantor is the owner of certain real property, comprisingapproximately 125 acres, adjoining Pieper Road in the Township of Girard,County of Erie and Conunnwealth of Pennsylvania, said property being thepremises conveyed to Grantor by Deed dated _________ and recordedin Erie County Deed Book 1000, Page 614, hereinafter referred to as "Property";and

WHEREAS, Grantee is the owner of certain real property, comprisingapproximately 28 acres, located adjacent to the Property in the Township ofGirard, County of Erie and Commonwealth of Pennsylvania, said property beingthe premises conveyed to Grantor by Deed dated June 6, 1983 and recorded inErie County Deed Book ___, Page __, and by Deed dated June 12, 1988 andrecorded in Erie County Deed Book 1633, Page S98, hereinafter referred to as"Landfill"; and

WHEREAS, as the result of an ongoing investigation and evaluation ofthe Landfill, Property and adjacent areas, there exists on the Property certaingroundwater monitoring and sampling wells, which Grantor had previouslypermitted Grand e to construct, maintain, operate, repair and monitor onGrantor's Propei 7; and

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WHEREAS, Grantee's investigation and evaluation of the Landfill,Property and adjacent areas has resulted In the identification of the need to f~*undertake remedial action to abate the contamination of the groundwater as wellas to clean-up such contamination in the groundwater located beneath the surfaceof the Landfill, Property and adjacent areas; and

WHEREAS, in accordance with its Record of Decision, dated July 29,1990, the United States Environmental Protection Agency has accepted Grantee'sproposal for remedial action to abate the contamination of the groundwater as wellas to clean-up such contamination In the groundwater located beneath the surfaceof the Landfill, Property and adjacent areas; and

WHEREAS, Grantee, in cooperation with the United StatedEnvironmental Protection Agency and the Pennsylvania Department ofEnvironmental Resources, desires to construct a groundwater treatment facility onthe Landfill, which facility would extract and treat the groundwater locatedbeneath the surface of the Landfill, Property and adjacent areas; and

WHEREAS, Grantee, in cooperation with the United Stated ^_Environmental Protection Agency and the Pennsylvania Department ofEnvironmental Resources, desires to continue to maintain, operate, repair,monitor and remove the groundwater monitoring and sampling wells located on ,theProperty as well as to construct, maintain, operate, alter, repair and removeadditional wells and related underground pipelines for use in connection with theextraction and treatment of ihc groundwater located beneath the surface of theProperty of the Grantor.

NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00)and other valuable consideration, receipt of which is hereby acknowledged, andin consideration of the covenants hereinafter contained, the parties intending tobe legally bound hereby agree as follows:

(2)

AROOOM5

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Grantor hereby grants, bargains, sells and conveys to the Grantee,its agents, employees and assigns, an easement and right-of-way upon and acrossthe Property for the purpose of constructing, maintaining, operating, altering,repairing and removing groundwater monitoring and sampling wells and relatedpipes necessary for the extraction and treatment of the contaminated groundwaterlocated beneath the surface of the Property; said easement and right-of-way shallinclude the right of pedestrian and vehicular ingress and egress by Grantee, itsagents, employees, successors and assigns, including but not limited to theUnited States Environmental Protection Agency and the Pennsylvania Departmentof Environmental Resources, the activities of which shall be limited to thefulfillment of the above described purposes. The precise location of all wells andunderground pipes shall be mutually agreed upon by the parties hereto.

The Grantee shall have all other rights and benefits necessary orconvenient for the full enjoyment or use of the rights herein granted.

TO HAVE AND TO HOLD the said rights and privileges unto saidGrantee, its successors and assigns, until such time as the Grantee, the UnitedStates Environmental Protection Agency and the Pennsylvania Department ofEnvironmental Resources mutually agree that such groundwater monitoring andsampling wells, and the treatment of contaminated groundwater located beneaththe surface of the Property, are no longer necessary or required; and theundersigned hereby bind themselves, their heirs, executors and administrators,to warrant and forever defend the Grantee, its successors and assigns, againstevery person whomsoever lawfully claims the same or any part thereof.

The undersigned Grantor, their successors, heirs and assigns,reserve the right to fully use and enjoy the Property subject to the rights,privileges and authority herein granted and conveyed.

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The Grantee, by the acceptance hereof, agrees to repair any damageto the Property which may arise from the construction, maintenance, operation,alteration, repair and removal of the wells and underground pipes pursuant tothis easement and right-of-way. Except as otherwise provided herein, Granteeagrees to abide by all other applicable terms and conditions of the Agreement ofJuly 30, 1986, as amended, between the parties hereto, a copy of which Isattached hereto as Exhibit A.

It is mutually agreed and understood that this Indenture as writtencovers all the agreements and stipulations between the parties and that norepresentations or statement, verbal or written, have been made modifying,adding to, or changing the terms hereof.

IN WITNESS WHEREOF, the Grantor herein has duly executed thisIndenture the day and year first above written.

CGRANTOR - OVERLAKE, INC.

Witness:____________ By:.

Title:


COUNTY OF ERIE )

I, ________, a Notary Public in and for the Countyand Commonwealth aforesaid, do hereby certify that on this day before meappeared Robert L. Elwinger, who represented to me that he is the*.of Overlake, Inc., that he is authorized to execute this Easement Indenture onbehalf of Overlake, Inc., and that he signed said instrument as his free andvoluntary act for the uses and purposes therein set forth.

GIVEN under my hand and official seal this ___ day of_______, 1991.

Notary

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November 15,1991 - US Environmental Protection Agency · November 15,1991 Page 2 the Consent Decree, Lord hereby requests your assistance in obtaining such access to the Over Lake,

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