Document 0JEEK5OMR40d3OZ66NKdGDE1n

STATE OF ALABAMA IN THE CIRCUIT COURT OF CALHOUN COUNTY SABRINA ABERNATHY, et al.. versus Plaintiffs, . CIVIL ACTION NUMBER MONSANTO COMPANY, et al.. (cSris8fT?ed) Defendants. / DEPOSITION OF MIKE FORESMAN The deposition of MIKE FORESMAN was taken before Deborah Salers Garrett, Certified Shorthand Reporter, Registered Professional Reporter, as Commissioner, commencing at 1:10 p.m. on March 4, 1999, by the Plaintiffs, at the law offices of Merrill, Porch, Dillon & Fite, Suite 500, 1000 Quintard Avenue, Anniston, Alabama, pursuant to the stipulations set forth herein. "2iSSi!iWP!8i"i7!!c- 1 2 Plaintiffs' 3 One 4 Two 5 Three 6 Four 7 Five 8 Si x 9 Seven 10 Eight 11 Nine 12 Ten 13 Eleven 14 15 16 17 18 19 20 21 22 23 EXHIBITS Marked 5 5 14 62 68 88 93 130 131 131 166 3 Offered 2 1 APPEARANCES 2 For the Plaintiffs: 3 4 5 6 For the Defendants: 7 B 9 mfHSnam, AliaDafiSet35203 10 11 Videoqranher: 12 13 am. m0 14 15 16 INDEX 17 18 19 Stipulations Reporter's Certificate 20 21 EXAMINATIONS 22 Witness: MIKE FORESMAN 23 By Ms. Malow Page 4 171 Paae 7 REGIONAL REPORTING SERVICE, INC." 4 1 STIPULATIONS 2 3 IT IS STIPULATED AND AGREED by the 4 parties, through their respective counsel, 5 that the deposition of MIKE FORESMAN, may be 6 taken before Deborah Salers Garrett, CSR, RPR, 7 as Commissioner and Notary Public, Alabama at 8 Large, at Birmingham, Alabama, on March 4, 9 1999, at 1:18 p.m. 10 11 IT IS STIPULATED AND AGREED that it 12 shall not be necessary for any objections to 13 be made by counsel to any questions except as 14 to form or leading questions and that counsel 15 may make objections and assign grounds at the 16 time of trial or at the time said deposition 17 is offered in evidence or prior thereto. 18 19 IT IS STIPULATED AND AGREED that notice 20 of filing by the Commissioner is waived. 21 22 23 1 STATE OF ALABAMA, ANNISTON, MARCH 4. 1999 2 3 (Plaintiffs' Exhibits Numbers 4 One and Two were marked for 5 identification.) 6 VIDEOGRAPHER: We are on the 7 record. This is the a videographic and stenographic 9 deposition of Mike Foresman. 10 Today is Thursday, March the 11 4th, 1999. The time is 12 approximately one eighteen 13 p.m. 14 This deposition is 15 being taken in the case of 16 Sabrina Abernathy, et al.. 17 plaintiffs, versus Monsanto 18 Company, et al., defendants. 19 said case set in the Circuit 20 Court of Calhoun County, 21 Alabama, case number 22 CV-96-269. 23 We are at the offices `REGIONAL rcEFURTIMrS'ERViCE, INC. 1 of Merrill, Porch, Dillon and 2 Fite, 500 SouthTrust Bank 3 Building, Anniston, Alabama. 4 I'm Stephen R. 5 Edmondson, a certified legal 6 video specialist of the firm 7 of Edmondson Reporting and B Video, Birmingham, Alabama. 9 Our stenographic court 10 reporter is Ms. Debby Garrett 11 of the firm of Regional 12 Reporting, Gadsden, Alabama. 13 Will counsel please 14 identify themselves for the 15 record and state their 16 representation, please. 17 MS. MALOW: Ellen Malow for the 18 p laintiffs. 19 MR. COX: Buddy Cox for the 20 defendants. 21 VIDEOGRAPHER: Will the court 22 reporter administer the oath, 23 p Lease. REGIONAL REPORTING SERVICE, INC.- ADAD21-010678 HARTOLDMONOQ31655 7 1 z MIKE FORESMAN. 3 after having been first duly sworn, was 4 examined and testified as follows: S 6 VIDEOGRAPHER: Usual stipulations 7 and it is agreed to 8 videotape? 9 MR. COX: It is agreed to 10 videotape. Mike, do you read 11 and sign, or do you waive 12 signature when you give 13 depositions? 14 THE WITNESS: I read and sign. 15 MR. COX: He reads and signs. 16 17 EXAMINATION 18 BY MS. MALOW: 19 Q. Will you tell us your name? zo A. Michael R. Foresman, F-o-r-e-s-m-a-n. Z1 Q. Mr. Foresman, my name is Ellen Malow. 22 I'm one of the attorneys representing 23 the plaintiffs in this case. Have you ffEGTONAT"REPORTING"SERVICJt, INC.------------------- 1 2 A. 3 Q. 4 5 A. 6 q. 7 A. 8 q. 9 A. 10 11 q. 12 A. 13 q. 14 15 A. 16 17 18 19 q. 20 21 A. 22 Q. 23 A. 9 that fair? That's fair. And if at any time you need to take a break, let us know and we can do that. Okay. What is your present address? Home address or work? Work. St. Louis, Missouri, 10300 Olive Boulevard, St. Louis, Missouri, 63167. And who are you employed by? Solutia. How long have you been employed by Solutia? Well, Solutia is a new company. It will be a year and a half. But prior to that it was part of Monsanto. I have been employed by Monsanto since 1970. When you stared with Monsanto in 1970, what was your position? It was maintenance engineer. For which facility? This was the Krummrich plant. REGIONAL REPORTING SERVICE" INC.------------------- 1 2 Q. 3 A. 4 Q. 5 A. 6 7 q. 8 A. 9 q. 10 A. 11 12 13 14 15 16 17 q. IB 19 A. 20 21 22 23 11 intermediates division. Do you recall the year that was7 It was 1980. What is your present title? I'm environmental safety and health team leader. And is that over all of Monsanto? No. It is Solutia. All right. And I hove -- We hove six people that -- six managers that are team leaders as part of environmental safety and health. And the six of us divide up the responsibilities for the environmental safety and health organization of Solutia. Excuse me. What are your areas of responsi bi lity? I have the remediation group and then a function on the council for oversight of the E S and H, and then specific responsibilities for capital projects and such. TTESTONftr-REPUHIING SLRV1GL, INC.------------------- S 1 2 A. 3 q. 4 5 A. 6 q. 7 A. 8 Q. 9 10 11 12 13 14 15 A. 16 Q. 17 18 19 20 21 A. 22 Q. 23 given a deposition before? Not in this case. Have you given a deposition before in any other case? Yes. So you know the general format, correct? Yes. Just to make sure that you and I, since we haven't ever had a deposition on opposite sides of each other. understand, let me make sure I go over a couple of things. You understand you have just taken an oath to tell the truth? Yes. If at any time I ask you a question that you do not understand or that is in any way confusing, if you would just let me know, and I will be happy to rephrase it. Dkay. If you don't do that, I'm going to assume you understood my question. Is ---------------- REGTUKSU~REFORTING-S E RVIC E, INC. 10 1 Q. 2 A. 3 Q. 4 5 A. 6 q. 7 A. 8 q. 9 10 A. 11 12 q. 13 A. 14 15 16 17 Q. 18 A. 19 Q. 20 A. 21 Q. 22 23 A. Is that located in Sauget? Yes. Did you say maintenance -- What was that title? Maintenance engineer. How long did you work at Krummrich? Ten years. Were you in the same role that entire ten years? No. I was in -- I had severaL different jobs, What other jobs did you hold there? I was an environmental engineer. I was a production supervisor and was project manager on our regional waste water treatment plant. Where did you go after you left Sauget? Went to corporate offices of Monsanto. And that is located in St. Louis? St. Louis, correct. And what position did you take when you moved over to corporate? Environmental manager for the chemical ---------------- REG 1ONAL REPORT I NETS E RV ICE, INC. 12 1 q. 2 3 4 A. 5 Q. 6 7 A. 8 9 q. 10 11 A. 12 13 14 q. 15 16 17 A. 18 Q. 19 20 A. 21 q. 22 23 Let's back up. When you went to corporate as the environmental manager. how long did you stay in that position? About nine years in different divisions. Alt right. And then what was the next job you held? Then was the director of the remediation group. Was that with Solutia, or was it initially with Monsanto? Well, everything was with Monsanto until August of '97 when Solutia was spun off as a separate corporation from Monsanto. So from what year to -- Well, from -- What year did you start as director of remediation group? 1990. So you have been doing that now about nine years? Yes. I'm going to hand you what has been marked as Plaintiffs' Exhibit Number One. Have you seen that before? '---------------- REGIONAL REPORTING" SERVICE, INC. ADAD21-010679 HARTOLDMONOQ31656 1 2 3 4 5 6 7 a 9 10 Q. n 12 13 14 15 A. 16 Q. 17 18 19 A. 20 Q. 21 22 A. 23 13 MR. COX: Just for the record, I don't think I have seen that one before today. I did go over with him the prior deposition notice for a deposition that was noticed Tuesday and that was rescheduled by agreement to today. We can probably shortcut this. Before the deposition started, Mr. Cox provided me with a stack of documents. Are those the documents that are responsive to the request for exhibits? I haven't seen those documents. Have you reviewed any of the documents that have been provided to me by Mr. Cox? No, I have not. Have you reviewed any documents in preparation for this deposition? The only document I reviewed was the sale agreement, the final sale REGIONAL REPWrNG^ER\rrCE7TNC:------------------- 1 A. 2 Q. 3 4 5 A. 6 7 S Q. 9 A. 10 11 12 13 Q. 14 15 A. 16 Q. 17 A. 18 Q. 19 A. 20 Q. 21 A. 22 23 Q. 15 Yes. All right. Just go back real quick with me and give me your educational background, please. I have a bachelor's in mechanical engineering from the University of Missouri at Ro l la. What year was that? That was in January '67. I have a master's in environmental engineering from Washington University in St. Louis. That was in December '72. Where did you work before going to work for Monsanto? I was in the Army. Was Monsanto your first job, then -- No. -- out of the Army? Out of the Army, yes. Prior to going into the Army -- I worked for American Air Filter Company for a year and a half. So pretty much your whole work life you REGIONAL REPORTING "SERVICE, INC. 1 2 A. 3 Q. 4 A. 5 6 Q. 7 A. 8 q. 9 10 11 A. 12 13 14 15 Q. 16 A. 17 Q. 18 19 A. 20 Q. 21 22 A. 23 17 there? Well, I was in maintenance. For which process units? North area of the plant. It wasn't PCBs. What were they making over there? Rubber chemicals, oil additives. What remediation projects are you presently Involved in? MR. COX: Object to the form. We have a large list of sites and projects and corporations that Solutia is managing, and the group that I head manages those projects. How many projects are ongoing presently? Active probably sixty, fifty or sixty. And those are all over the United States or all over the world? World. What is the largest remediation project you have been involved in do liar-wise? In terms of SoLutia's share or Monsanto's share or -- REtTrONATTREPORTING 5ERVTCE7TNCI------------------- 14 1 2 Q. 3 4 A. 5 6 7 q. 8 9 A. 10 Q. 11 12 13 A. 14 15 16 17 18 19 Q. 20 21 22 23 agreement. And by that are you referring to the deed or some other document? I'm talking about the sale agreement between Monsanto Company and Alabama Power for the transfer of property. When was that agreement entered into? Do you recall the date? I think December '93. Okay. Is that also known as the settlement agreement, or is that a separate document? It may be. That's it, yes. MS. MALOW: Let's go ahead and get this marked. (Plaintiffs' Exhibit Number Three was marked for identification.) So, Mr. Foresman, what has now been marked as Plaintiffs' Exhibit Three is the only document you reviewed in preparation for your deposition; is that correct? ---------------- REGIONAL REFURITNGTSERVICE, INC. 1 2 3 A. 4 Q. 5 G 7 A. 8 Q. 9 10 A. 11 Q. 12 13 14 A. 15 Q. 16 17 A. 18 Q. 19 20 A. 21 22 23 Q. 16 have spent working for Monsanto and now Solutia? Since 1970, yes. During your career with Monsanto have you ever done any work at the Anniston faci lity? What do you mean by "done any work"? Have you ever been actually located in Anniston? No, I have not. When you were working In Sauget, Illinois, at the Krummrich plant were they manufacturing PCBs at that time? Yes. What role did you have with respect to the manufacture of PCBs in Sauget? None. Simply aware that they were making them or -- They were making them. I wasn't -- I didn't have anything to do with the manufacturing or production of PCBs. What end of the business were you in REGIONAL REPUitl ING SERVICE, INC. 18 1 q. 2 A. 3 4 q. 5 A. 6 7 8 9 Q. 10 A. 11 Q. 12 A. 13 14 15 16 Q. 17 18 19 A. 20 21 Q. 22 23 A. Well, let's start with Solutia. Well, we've got the Brio superfund site we are working on. Okay. And we, being Solutia and Monsanto, predecessor to that, have probably expended -- Again, we are not the only PRP -- That Is principally responsible party? Correct. Okay. We have probably expended fifty million dollars at that site, the PRP group, and probably another twenty or thirty to complete that project. Where does the Anniston plant fall in terms of amount of dollars spent on a remediation project? It is a significant site in terms of do l lars. Is it one of the largest dollars spent on a remediation effort? Ho. ---------------- REGIONAL REPORTING SERVI'CETTRCT ADAD21-010680 HARTOLDMONOQ31657 1 q. 2 A. 3 4 5 6 7 8 9 10 Q. 11 12 A, 13 Q. 14 15 16 A. 17 Q, 18 19 A. 20 21 22 Q. 23 19 In the top five? Top five, again, depends on whether you are talking strictly Solutia or other PRPs. We spent seventy million at Woburn, and we are half of that site. The Motco superfund site was completed actually prior to Solutia. So it was a Monsanto site. And that site is over a hundred million dollars. So would it be in the top five or top ten? It could be top ten. When did you specifically become involved with the remediation efforts at the Anniston facility? In '93. What was your con -- first contact with respect to that remediation project? First contact was from the plant concerning the west end landfill and the discussions with Alabama Power. At the time you were contacted had Alabama Power already notified the REGIONAL REPDRTTRG_S'FRVTC'E7T'Nr; 1 Q. 2 A. 3 q. 4 A. 5 Q. 6 7 8 A. 9 Q. 10 11 12 A. 13 14 15 16 17 18 19 Q. 20 21 A. 22 23 21 Who was the plant manager at the time? Bill DeFer. And who was the environmental contact? Robert Jones. So before 1993 you had no knowledge that Monsanto and Alabama Power had swapped some land back in the '60s? No. What were you asked to do in connection with this land in 1993 when Alabama Power had discovered PC8 contamination? Because the Alabama Power had approached the plant about the property and their desire to have Monsanto take the property back, our group became involved. The remediation group became involved with the negotiations with Alabama Power to make that swap. And when you say make that swap, what was going to he swapped for what? Well, we were going to -- Alabama Power wanted Monsanto to take the property back. RFGT0NA1-REPORTTNG SERVICE, INC! 1 2 3 A. 4 q. 5 6 A. 7 Q. a 9 10 11 A. 12 Q. 13 14 15 A. 16 17 18 19 20 21 Q. 22 A. 23 23 coming together, each exchanging something of value, right? You would have to assume that. All right. Well, each company got something out of the deal, land? Right. Now, when Alabama Power approached Monsanto in 1993 they simply wanted Monsanto to take back the land that was contaminated? That's correct. And they didn't want anything in exchange even though they had given away something of value in the '60s? They didn't want -- No. At that point what they wanted was to give the property back to Monsanto because there was -- they perceived a liability in the requirement that it needed to be investigated and/or remediated. And why was there a perceived liability? They had found PCBs on the property in early '93 and had notified Monsanto that 1 2 3 A. 4 q. 5 6 7 A. 8 9 10 11 12 13 Q. 14 15 16 A. 17 IB q. 19 20 A. 21 22 23 20 federal government that they had located PCBs on the land? At the time I was Involved, yes. Do you have any knowledge with respect to the initial Land swap between Monsanto and Alabama Power back in 1961? The only knowledge I have is that the property was swapped because Alabama Power needed land for a substation and Monsanto at that time needed some land that they had for a waste water treatment plant. And the land that Monsanto wanted was going to be used for their Niran faci Li ty? 1 don't know. I have no idea about that. Where did you learn this information about the purposes of the Land use7 This was -- As best 1 can recall, it was told to me by the plant manager or the environmental contact at the plant. It was part of our discussions. REGT0NAT-REPORTING"SERVICE, INC. 22 1 q. Z 3 A. 4 5 6 7 q. a 9 10 11 12 13 A. 14 15 Q. 16 17 18 19 20 21 A. 22 Q. 23 And what was Alabama Power going to get in exchange? What Alabama Power wanted at that point was to turn over the responsibility for investigation and remediation if required for that property to Monsanto. Back in the '60s -- I know you don't know the details of it. But It was your understanding that two companies had decided to enter into an agreement where they were going to each swap something of equaL value in exchange? I don't know that. I just know it took place. All right. And your understanding is that when Alabama Power and Monsanto got together back in the '60s Alabama Power had some Land that Monsanto wanted, and Monsanto had some land that Alabama Power wanted, and they swapped it? That's my understanding. So you had two business -- sophisticated businesses or sophisticated companies ---------------- REGIONAL REFOUTING' SERVICE, INC. 1 2 3 4 5 Q. 6 7 8 9 A. 10 0. 11 A. 12 13 q. 14 A. 15 16 Q. 17 IB 19 20 21 A. 22 23 24 they had found those and had notified the state, as you mentioned. And they wanted Monsanto to take the property back. Was there ever anything given in exchange to Alabama Power for taking the property back from Alabama Power as far as dollars? On the part of Monsanto? Correct. No. As you can see Exhibit Three, the settlement agreement, this is it. And in Exhibit Three, who paid money? Alabama power paid money to Monsanto as part of the transfer. Okay. Do you have any knowledge as to whether or not Alabama Power Company had been told that this piece of land had been used as a dump back In the early days to dump PCBs? It is my understanding -- and again -- that the transfer that occurred in 1960 included discussions of the fact that REGIONAL REPORTING SERVICE, INC. ADAD21-010681 HARTOLDMONOQ31658 1 2 3 4 5 6 Q. 7 8 A9 Q. 10 A. 11 Q. 12 13 A. 14 Q. 15 16 A. 17 Q. ia 19 20 A. 21 Q. 22 23 25 the property -- part of the property. not all of it, but a portion of the property was used by Monsanto for a significant period of time as a landfiLL for waste, trash. Well, back in the '60s there weren't regulated landfills, were there? Yes. There were? Yes. Was the site -- It is called the west end landfill, correct? Yes. So we can just use that term and know what it means? That will be fine. So the area that is referred to as the west end landfill in the early days didn't have trenches, did it? I have no Idea what occurred prior to. What have you learned or come to learn about how that landfill was set up in the early days? KtblUIMML KLKVKI.U'lb SLKYlLt, iNL. 1 Q. 2 3 4 A. 5 Q. 6 7 8 A. 9 10 11 Q. 12 13 14 15 16 A. 17 Q. 18 A. 19 20 Q. 21 22 23 27 Would that be important to know in terms of determining what remediation steps to take? Not necessarily. Who within Monsanto or Solatia has the most knowledge about what was actually disposed of and in what quantities? 1 would assume somebody who was here at the plant site during the time it was in operation. As part of your efforts to work on the remediation of this west end landfill. did you do any investigation and talk to any old-timers to figure out what the history was? No. Is there a reason you didn't do that? It wasn't really needed for what we needed to do to remediate the site. So your knowledge with respect to the '61 swap is basically that you knew that two pieces of land were exchanged, and other than that you don't have much REGIONAL REPORTING SERVTEETTNCL 1 2 3 4 5 6 7 Q. 8 9 10 A, 11 12 13 Q. 14 15 16 A. 17 Q. 18 19 A. 20 21 22 Q. 23 29 -- looked like tar and had analyzed it and found PC -- found that those contained PCBs and they were -- they had reported the fact they had found PCBs to the state. I think it was ADEM. That was essentially the extent of it. Okay. These solid pieces that contained PCBs, what were the levels of PCBs that were found in the soil? I don't -- Up to percent quantities of PCBs, high percent, meaning it was solid residue. Was it thousands of parts per billion -- Excuse me. Was it thousands of parts per mi l lion? If you get into percent, yes. Just so we can all understand, because it is not our business -- One percent is a hundred thousand -- excuse me -- ten thousand parts per mi l lion. So it is some number greater than ten thousand parts per million, perhaps as "REGIONAL RtP'ORiITNG-SEfiVICE, INC. 1 A. 2 3 4 5 6 7 Q 9 10 Q. 11 12 A. 13 14 15 16 17 18 19 20 Q. 21 22 23 A. 26 The only thing I know is that piece of property was used as a Landfi 11 for residues from the plant site from the early days of the plant site, which go back to the early 1900s, up through the time it was closed, which was prior to 1960, because it was closed prior to the transfer of the property to Alabama Power. What is your understanding of what chemicals were dumped at the landfill? Obviously they found PCB still bottoms or residue from the manufacturing of PCBs in the landfiLL. And then they found -- as part of the remediation we found trash, plant trash, pieces of electrodes from other manufacturing processes, scrap pipe, that type of thing. Have you come to learn how much PCB waste was disposed of on the west end Landfill? I have no idea. REGIONAL KEHOSUING UERVICE, INCI 2B 1 2 A. 3 Q, 4 5 6 7 A. 8 Q. 9 10 11 12 13 14 A. 15 16 17 18 19 20 21 22 Q. 23 A. knowledge about that transaction? No, I really don't. As far as the transaction that occurred in 1993 -- And you say your first contact wautd have been a ca 11 from the plant, right? Correct. Let's walk through from there. After you get the call from the plant and you find out that Alabama Power wants Monsanto to take back this land that is contaminated, tell me what steps you then undertook. We had -- obviously we had somebody go back and dig out the deed or the transfer documents that occurred in 1960 so we could define what physical piece of property they were talking about. And then we met with Alabama Power to discuss, you know, what they had found and what they wanted with this issue. What were you told that they had found? Told that they had found solid pieces of ---------------- REGIONAL REPORTING"SERVTCE7~IN(T; 1 2 3 A. 4 Q. 5 6 7 B 9 10 11 12 q. 13 14 15 A. 16 Q. 17 18 19 20 21 22 23 30 high as fifty thousand parts per milLi on? I don't have the data in front of me. We can agree it was significantly high leveIs? MR. COX: We will agree that it was up to sixty percent PCBs, if that helps. That is what those documents report, one of them at Least. MS. MALOW: Okay. Your discussions with Alabama Power, were those done in person, over the phone, in writing, or all of those? AL l of the above. We have been provided today with some of those documents that show correspondence back and forth where you are negotiating with Alabama Power. I haven't had o chance to go through those in detail. I will have some more questions for you on that, but let's just talk in general right now. REGIONAL REPORTING SEKViCt,...INETT ADAD21-010682 HARTOLDMONOQ31659 1 A. 2 Q. 3 4 5 6 7 8 9 A. 10 Q. 11 A. 12 13 14 15 Q. 16 17 18 19 A. 20 Q. 21 22 A. 23 31 Okay. You indicated the first thing was that you were going to discuss with them what they found. Me talked about that. Did they -- Did Alabama Power do the testing themselves to determine what in fact was in the soi E? MR. COX: Object to the form. I don't know -- I will rephrase it. Alabama Power had taken some samples and had them analyzed. Whether they analyzed them themselves or used an outside lab, I don't know. I'm sure they used an outside lab. But anyway, Alabama Power took care of doing the initial testing to determine what it was that they had found, correct? Correct. Did Monsanto then do any additional testing on that land? I think we did some, but I don't know this for a fact, after the property 1 Q. 2 3 4 5 6 7 A. 8 Q. 9 10 11 A. 12 13 14 15 16 17 IB Q. 19 20 21 A. 22 23 33 Let's back up. The other thing that you had mentioned as far as your dealings with the Alabama Power is that Monsanto wanted to find out what Alabama Power wanted Monsanto to do with respect to the situation? That's correct. Tell me what Alabama Power was looking for Monsanto to do to remedy the situation? Well, Alabama Power, after they found the -- did the sampling and found PCBs, looked at the site and really wanted Monsanto to take over the investigation and remediation of the property. They didn't feel that they had the adequate staff or interest in doing it. Wasn't it more that they didn't feel they had the responsibility to do it7 MR. COX: Object to the form. I don't know. I guess they could claim they didn't have any responsibility but -- 1 2 Q. 3 4 A. 5 Q. 6 7 8 9 ID 11 12 A. 13 Q. 14 15 A. 16 Q. 17 ia 19 A. 20 Q. 21 22 A. 23 Q. 35 property in order to do the remediation. So Alabama Power got to keep the use of the land, correct? That's correct. And in exchange for that Monsanto agreed that they would have access to the land -- Strike that. In exchange Monsanto is given access to the land, and Monsanto was going to be in charge of remediation of the land? Monsanto obtained title to the property. But allowed Alabama to continue use of the property? Correct. All right. Did you have any direct dealings with anybody at ADEM regarding this land swap in '93? No, I did not. How about indirect dealings with anyone at ADEM? I didn't, no. Your role was specifically limited to 'R'EraJNA'lTR'EPMI INtTSLkViCL, INC7 1 2 Q. 3 4 A. 5 6 7 Q. 8 9 A. 10 Q. 11 A. 12 13 Q. 14 15 A. 16 17 18 19 20 Q. 21 22 A. 23 32 transfer. Would that have been part of your remediation efforts, to retest it? I mean, we may have taken a couple of samples to determine the extent of the PCBs but -- You don't know one way or the other whether that was done? No, I don't. That Is just your recollection of it? I wasn't involved in the details of the remediation. Who was involved in the day-to-day details of the remediation? Robert Jones was at the plant at that point in time, and then I think Jo Hanson was a project engineer who was working with the contractors to do some of the remediation. What contractors were hired to do the remediation? For that piece of the property it was Westinghouse. 1 Q. 2 3 4 A. 5 6 7 Q. a 9 10 A. 11 Q. 12 13 14 15 A. 16 17 18 19 20 21 22 23 34 Did Monsanto agree they would be responsible to take over the remediation and investigation and cleanup? Well, that is what -- The settlement agreement describes our responsibilities for the taking back of the property. Did Monsanto ever take the position with Alabama Power that the PCBs were not Monsanto's? No. What role did you then play after you learned what it was that Alabama Power was seeking Monsanto to do with respect to this PCB contaminated area? I had discussions with my counterpart of Alabama Power to decide what physically was involved with the transfer and the restrictions that would be necessary or at Least the discussions necessary to negotiate to come up with a transfer that would satisfy Alabama Power's needs to continue to use the property and Monsanto's needs to have access to the REGIONAL REPORTTNIT'5'ERVICE, INC. 1 2 3 4 5 A. 6 7 8 Q. 9 10 A. 11 Q. 12 13 A. 14 15 16 17 18 Q. 19 20 A. 21 Q. 22 A. 23 36 dealing with Alabama Power and no other entity; is that accurate? Or were there other entitles you dealt with on this swap in '93? My role in the issue with the west end landfill was negotiating for transfer of the property back to Monsanto. Have you ever had dealings with ADEM with respect to this Anniston plant? Yes. What dealings have you had with respect to ADEM? I was involved in negotiating a consent decree with ADEM in '96, I guess -- I'm not sure of the exact date -- to describe the Investigation activities we would complete around the plant site. When was your first contact with ADEM with respect to that consent decree? I don't remember. Would it have been '93, '94, '95? I don't -- I know it wasn't in the time frame of the '93, so it would have to be ADAD21-010683 HARTOLDMON0031660 1 2 Q. 3 4 A. 5 6 Q. 7 8 A. 9 Q. 10 11 12 13 14 15 16 17 18 19 20 21 A. 22 Q. 23 37 after '93. So all we can do is narrow it down to sometime between '93 and '967 Unless you can find a document somewhere. It has been a win leWho is your counterpart at Alabama Power you were negotiating with? Ronnie Smith. All right. Let's talk about this west end landfill. The levels that were found, given the fact they were percentages of PCBs, would the normal course of action that Alabama Power would have had to take have been -- had the -- Strike that. Let's start over. Given the fact that there were percentages of PCBs found on Alabama Power's land, if they had kept that land, what would they have been required to do to remediate that problem? I don't know. That is speculative. Are you familiar with the regulations of the State of Alabama and the federal TTTGIUNjYL-RERURI I NITSERV1CL, INC------------------- 1 2 3 A. 4 5 Q. 6 7 B 9 10 A. 11 12 13 14 15 16 Q. 17 A. 18 19 20 21 22 23 Q. 39 If that is not a requirement, what is the requirement? Well, it depends on whether you generate a waste or not. What if you do not? What if you have purchased land and you have never run a landfill on that site and you have an abandoned landfill? What are your responsibi lities? Again, it would be whatever would be appropriate to negotiate with the agency based on your investigation of the property. There could be very many different remedies that you could choose. Give me some examples. Containment would be an appropriate remedy. It may be appropriate. Again, it is hypothetical, so you would have to do an investigation to determine what would be an appropriate remedy for that particular piece of property. Are you saying you cannot envision a 'REGIONAL HEPUI!ElN(T"SERVICE, INCH 1 2 Q. 3 4 A. 5 6 7 Q. 8 A. 9 Q. 10 11 12 A. 13 Q. 14 A. 15 16 Q. 17 IB A. 19 Q. 20 21 A. 22 Q. 23 A. 41 haul it off. And if you haul it off, it has to go to a hazardous waste site? It has to go to a facility that is regulated to accept PCBs that are over fifty parts per million. Such as Erne lie? EmeLLe is one, yes. Wasn't there PCB contaminated soil that was sent to Emelle by Monsanto on this western landfill? Yes. When was that done? That was done as part of the remediation in, what, '94, '5? After Monsanto acquired the property back from Alabama Power? Correct. Was that your decision, to send that waste to Emelle? Yes. And why did you decide to do that? We had restrictions on height. We had REG10RAI-REPORTING'SERVIGE^-INCI------------------- 36 1 2 3 A. 4 q. 5 6 7 8 A. 9 10 Q. 11 12 13 14 15 A. 16 Q. 17 A. 18 19 Q. 20 21 A. 22 23 Q. government with respect to remediation. since that is what you do? Yes. Are you telling me that you don't know what their responsibilities would be if they found Levels of over fifty parts per million on their property? I'm saying I can't speculate as to what the agency would require. All right. Isn't it correct that if you have levels of over fifty parts per million on an abandoned site that you are required to send that waste to a hazardous waste site? No. What are you required to do? Again, it depends on negotiations with the agency involved. Why do you say you would not be required to send it to a hazardous waste site? Because that is not a requirement under the regulations. What would some of the requirements be? ---------------- REGIONAL REFOHlTNErS'ERVICE, IKCT 40 1 2 3 4 A. 5 Q. 6 7 A. B Q. 9 A. 10 Q. 11 12 13 14 15 A. 16 17 18 19 20 21 22 23 scenario where you would be required to have that waste sent to a hazardous waste site? No, I'm not saying that. Okay. Under what scenario would that occur? It is one of the options? It is one of the options. It could be. Okay. But it is not a requirement. So when you say it is not a requirement, you are simply saying it is up to the party -- in this case if Alabama Power had not given it back to you guys -- and the regulators to negotiate that? I'm saying the regulations define what the requirements are, and you have to work within those regulations. And one of the remedies that could have been used, again, hypothetically, could be containment. It may be appropriate in an area to remove the material. If you remove the material and you generate a waste and it is over fifty, you have to ---------------- REGIONAL REPORTI'NG""S'ERVTCE"INC7 42 1 2 3 4 5 6 7 Q. 8 A. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 height restrictions on the Landfill that required us to excavate materials from the landfill in order to place the cap on it. And because of the height restrictions, we couLdn't place the cap on the existing fill. So you got rid of some of the soil? Yeah. And the problem is we had a high power line that runs right through the middle of this area. And there are code restrictions, electrical code restrictions, that require clearance between the ground level and the high tension Lines. And because of those restrictions, we were not able to put our cap on top of the existing Level of fill. So we had to remove a foot of dirt or several feet -- I'm not sure of the exact amount -- in certain areas under the high power lines in order to allow us to put the cap in place and still maintain those restrictions. And once you dug the waste up and it was ---------------- REGIONAL REPORTING SERVICE, "INCT ADAD21-010684 HARTOLDMONOQ31661 1 z 3 4 Q. 5 A. 6 7 8 0. 9 10 11 12 13 14 15 A. 16 17 18 19 20 21 Q. 22 23 43 over fifty, you are required to manage it that way, or we chose to manage it that way. Well, which is it, required or chose? It depends on what you find and the regulations that apply to the particular application. Okay. Let's go back to the other scenario where you are not Monsanto and you don't have an existing RCRA permit and you find levels over fifty parts per million on your land and it is just an abandoned site. What are the requirements that you do with that7 Again, it would be what you negotiate with the agency. The requirement doesn't say if you find something over an amount that you have to excavate and haul it to a landfilL. You could use containment if it was appropriate. Would Alabama Power, had they not been able to get Monsanto to take the land back, been governed under CERCLA? 1 2 Q. 3 A. 4 Q. 5 A. 6 Q. 7 B A. 9 10 011 12 A. 13 Q. 14 A. 15 Q. 16 17 IB 19 20 21 22 A. 23 44 MR. COX: Object to form. Are you familiar with what CERCLA is? Yes. What is it? It is superfund regulations. Federal government steps in as opposed to the state? It could be state CERCLA, could be federal CERCLA. Okay. How about RCRA, is that federaL, state? Both, depends on where. Concurrent jurisdiction? Depends on who has authority. What is your understanding as to whether Alabama Power would be al Lowed to operate the site that they had obtained from you guys in the '60s had they kept it given the fact they were not under an existing RCRA permit? Would they have been governed by the feds? I don't know. It would have been up to them to decide what form they would have 1 2 3 4 5 6 Q. 7 A. S Q. 9 10 11 12 A. 13 14 15 16 17 18 19 Q. 20 A. 21 22 23 45 wanted to do the investigation and remediation under. 1 assume they would have had a choice, something they would have chosen which would be appropriate for their particular site. Do the feds have any say in it? Feds always have a say if they want to. What was the most financially advantageous position for you guys to have with respect to that land, to keep it under your existing RCRA permit? Well, Alabama Power had an issue with the property and the fact that there was a landfilL on it that had been operated by Monsanto. It was to our benefit to work with Alabama Power. We had been a partner with them since prior to Monsanto acquiring the plant. Back when it was Swann? Swann Chemical and prior. And they are a good partner, and so we tried to do what we felt was best for the situation. And therefore we negotiated to take the REGIONAL RETORTING SERVTcrriNC':------------------- 1 2 3 4 5 6 7 Q. 8 9 10 11 12 13 14 A. 15 16 Q17 18 19 A. 20 21 22 23 0. 47 you had a new piece of property. So the state was notified that that property was now a part of Monsanto. And since it was contiguous property, by definition it became part of the plant site. Was there any effort by EPA or ATSDR to make this a CERCLA site at any time? MR. COX: The west end landfill specifically or the entire project? MS. MAL0W: Let's start with the west end landfi l L. I don't know if there was an effort on their part to do that. Were you present at any meetings that were held where there were representatives of the EPA or ATSDR? I was at one meeting at a motel in Anniston -- I can't remember the name of it -- where EPA, ATSDR, and ADEM came to discuss the Anniston plant site. What was the purpose of that meeting? REGIONAL REPORTING SEKVICE;_INC1 1 2 3 Q. 4 5 6 7 A. 8 9 10 11 12 13 14 15 16 17 18 Q. 19 20 21 22 23 A. 46 property back and manage the remediation. Was there an existing RCRA permit that was modified to then include the property that you took back from Alabama Power? The plant had and has a RCRA permit because of the waste handling practices we have. The plant is required to have a permit. Once the property was taken back and became again a part of the Monsanto faci lity, then that property and the remediation of it was incorporated into the existing RCRA permit. And then the investigation and subsequent remediation was handled under the RCRA regulations. But was there any need to actually modify the permit, or did it automatically fall within the existing permit simply because it was now Monsanto property? Well, the permit was modified because REGIONAL REPORTING SERVICE, INC. 1 A. 2 3 4 5 6 Q. 7 a A. 9 10 11 A. 12 13 14 15 Q. 16 17 A. 18 Q. 19 A. 20 21 Q. 22 23 A. 48 Again, it was to discuss really what ADEM was doing, what discussions ADEM would have or had with Monsanto, and what their plan was for managing the work at the facility. We are talking about the remediation on the west end Landfill or -- This was after that. MR. COX: Wait. Let her finish her questions, Mike. The meeting, as I understand it, was for the investigation that was to take place on the plant site and off the plant site. So it was not limited to the west end landfi 11? No. I don't know -- No, it was not. What investigation are we talking about? The work that was done under the consent decree that was signed in '96, was it? Yes. And what was your rote at this meeting in Anniston? I was there just to hear what the REGIONAL REPORTING SERVICt, INC. ADAD21-010685 HARTOLDMON0031662 49 1 2 3 4 Q. 5 A. 6 7 q. a 9 A. 10 Q. 11 A. 12 13 14 15 16 Q. 17 IB 19 20 A. 21 22 23 federal EPA and AT5DR -- what their concerns were and what their plans were for involvement with this project. Do you remember what year that was? 1 would assume it was prior to the consent decree in '96, but I don't know. Who else from Monsanto was present at that meeting? That's a good question. I don't -- You don't remember? I assume that probably Mr. Jones and the plant manager at that time. And I don't know if that was Bill DeFer or not that was involved. But I don't know. I can't remember who else. What was your understanding at that time at this meeting held in Anniston as to who was calling the shots? Was it ADEM or EPA? I think the discussion was not who was calling the shots, hut the discussion was what was going to be done, because we had been working with ADEM. And the ---------------- RlLT0HAlTT{lTOffiTRir3tltV'IlJt'r_IWir;------------------- 1 2 3 4 Q. 5 6 7 8 A. 9 10 q. 11 12 13 14 A. 15 Q. 16 17 IB 19 20 A. 21 22 23 51 based on the west end landfill. I just want to make sure y'all -- I will go back and rephrase it and make sure we are talking about the same thing. My understanding is you attended a meeting at a hotel in 1996. I don't know if it was '96, but sometime. Okay. Sometime prior to entering into the consent decree you attended a meeting where there were representatives from ADEM, ATSDR, EPA, right? Correct. And during that time frame before the consent decree was actually entered, was there ever a time where EPA was looking to manage the remediation as opposed to ADEM7 I don't know if they were looking -- whether they were specifically looking to manage it. I think that they told ADEM that they could manage it if that REGIONAL REPORTING SERVICE, INC. 1 2 3 4 q. 5 6 7 A. B 9 ID n 12 Q. 13 14 15 16 A. 17 Q. 18 19 20 21 22 23 53 Alabama Power or under what regulations or such they could do it. My response was it was their call. Meaning they would work with the regulators to negotiate how it was going to be handled? Alabama Power could -- It is a hypothesis. I mean, I don't know. They could have decided and tried to work with the state or the feds. It was their call. But as we are sitting here now, you don't have any information that EPA at any time had talked with Alabama Power about regulating that west end landfill? I don't know whether they did or didn't. Okay. Fair enough. All right. Let's go back to this meeting and what led up to this consent decree. After this meeting where there were representatives of ATSDR and EPA present, was there an understanding reached that ADEM was going to continue to manage the HLG1UNAL kLMOKIINti SERVICE, INC. 1 2 3 4 5 6 q. 7 A. 8 9 10 11 Q. 12 13 14 15 A. 16 17 18 19 20 21 22 23 50 federal EPA and ATSDR had come over to look at the situation, and they were trying to get comfortable and understand what ADEM had asked us to do at that site. EPA was trying to get comfortable? Well, they were trying to understand what was being done at the site and how it would be managed from a regulatory point of view. Was there any time prior to the entry of the consent order where EPA wanted to take over the management of this remediation? I think there had been discussions that if Alabama Power wanted them to, EPA could do that. MR. COX: I think you are mixing and matching. 1 think her question was the broader meeting on the investigation around the plant site. 1 think you are answering her REGIONAL REPORTING SERVICE, INC. 1 2 3 4 5 6 q. 7 8 9 10 11 12 13 14 A. 15 q. 16 17 18 19 A. 20 21 q. 22 A. 23 52 is what ADEM wanted. And the discussion in the meeting essentially was to go through a discussion of what roles were being played by what agency and how it would be managed going forward. When you answered my question earlier you referenced something about Alabama Power. Let me just now go back and ask you with respect to Alabama Power and the land that you guys took back from them, was there ever any discussions by EPA that they wanted to manage the remediation of that west end landfill? That I don't know. You had said something earlier about Alabama Power, if they wanted, could have EPA involved. Did I misunderstand that? No. I think the question -- Could you go back? It might be kind of hard to go back. I don't want to answer it differently. I'm saying you asked a question about REGIONAL REPORTING SERVICE, INC. 1 2 A. 3 Q. 4 5 6 A. 7 8 9 10 11 12 13 q. 14 15 16 17 18 19 20 21 22 23 54 remediation? That's my understanding, yes. Had ADEM pretty much been the entity that was in charge of overseeing Monsanto over the years? Well, ADEM has -- had authority to manage the RCRA corrective action program deligated by the federal EPA to ADEM to manage that program. And we had -- therefore, in working with the regulatory agency on the RCRA program. we worked with ADEM. All right. Let me back up with you. When Alabama Power discovered they had percentages of PCB on this land that they had acquired from Monsanto, when you were having discussions with them. what did they estimate the risk was to them in terms of liability for cleanup and remediation? I'm talking dollars now. MR. COX: The risk to Alabama Power Company? ADAD21-010686 HARTOLDMONOQ31663 55 1 2 Q. 3 A. 4 Q. 5 6 7 B 9 A. 10 11 Q. 12 13 14 A. 15 16 Q. 17 18 19 A. 20 21 22 23 US. MALOW: Yes. Had they retained the Land -- I don't -Had they ever said to you, "We perceive this to he a real big liability, and we want to get rid of it, and we think you need to take it over, and we think that liability would cost us X amount?" We didn't have any discussion on dollars for remediation. What risks did they tell you they felt they would have if they did not give you back the property? They didn't. We didn't have a discussion on risk. What -- I mean, did you have a discussion about liabilities or potential liabilities? Well, obviously Alabama Power as the owner of the property had liability because they took the originaL property in 1961 and managed it subsequent to that. -----------------REG'n5NATHt'PUirrrNG_5ERVlCE, INC.------------------- 1 Q. 2 3 A. 4 5 6 7 Q. 8 9 10 Q. 11 A. 12 13 14 15 Q. 16 17 18 19 A. 20 21 Q. 22 23 57 When you say off-site, was it in any of the ditches? Well, there were drainage ditches that went around the toe of the landfill. materials that had come out of the landfilL into that area. And those drainage ditches feed into the lakes, creeks? HR. COX: Object to farm. Where do they feed into? There is a ditch that leaves the property and that drains rain water towards the north end of the plant and off-site to the north of the plant. Did Monsanto when they took the property back conduct samples off-site to determine whether there were PCBs that were off-site? We have done an extensive off-site investigation at the Anniston plant. Before you got this phone call in 1993, were you aware that any PCB contaminated soil had ever been hauled off to Emelle KLtilUNAL Kb.POHIi.Nli SbHVlCb, 1NU. 1 Q. 2 3 A. 4 5 6 7 Q. a 9 10 A. 11 Q. 12 13 A. 14 15 16 17 18 19 20 21 22 q. 23 59 What was the reason that that remediation needed to be done? I assume they found materials that were. based on negotiations -- I don't know -- with the AG or ADEM at that time, that needed to be managed. Would that have been during the time frame you were the environmental manager for chemical intermediates? Well, in '85 -- '85 I'm not -- I'm just going back to the time line you gave earlier. Between '80 and '90 I was environmental manager for chemical intermediates for industrial chemicals for Monsanto Chemical Company, so there were different divisional responsibilities. But I did not have the Anniston plant and wasn't responsible for that at that point in time if that is what you are getting to. That is what I was getting to. I was trying to figure out whether you were REGTONATTREPOKllNG SERVICE, INC------------------- 1 Q. 2 3 4 5 6 A. 7 8 9 Q. 10 11 12 13 A. 14 15 Q. 16 17 A. 18 19 20 21 22 23 56 Once Alabama Power, though, discovered they had percentages of soil that had PCB in it, what liability did they face if they didn't get rid of this property? MR. COX: Object to the form. They owned the property, so they were subject to whatever requirements were there for them to manage that property. And you being a sophisticated businessman, what would those liabi lities be? MR. COX: Object to form. As I have said, whatever would be required to investigate and remediate. Okay. How widespread was the contamination on this west end landfill? Our investigation, after we acquired the property, indicated that the majority of the materials of concern, at that point PCBs, were in the original landfill area and a little bit off-site Df that landfill area but still on the property we took back. REGIONAL REPORTING SERV1'CE'"INC: 1 2 3 A. 4 Q. 5 6 7 8 A. 9 Q. 10 A. 11 12 0. 13 14 15 16 17 A. 18 19 q. 20 21 A. 22 23 5B or EmelLe -- How do you say that? MR. COX: Emelle. From where? From Monsanto property. Were you aware at any time prior to 1993 where Monsanto sent PCB contaminated soil or material to Emelle? From Anniston? Yes, sir. I don't know if we had or not. No, I don't. Do you have any knowledge regarding the fact that the Attorney General's Office had investigated the Anniston site back in 1985 for contamination, PCB contamination? I knew there had been some investigation, yes. What is your knowledge with respect to the AG's investigation in *85? That there had been a -- the plant had done an investigation and some remediation in the '80s. REGIONAL"REPORTTNtnfERVICE, INC. 60 1 2 3 A. 4 0. 5 6 A. 7 8 Q. 9 10 A. 11 12 13 q. 14 15 A. 16 17 18 Q. 19 20 21 A. 22 23 dealing at all with any remediation at that time. Not at Anniston, no. Were you dealing with remediation anywhere else at that time? From '83 or so we had remediation projects that I was involved with. How did you come to learn that the AG had investigated Monsanto back in '85? This was in the last several years as chronologies of events were being developed for activities in Anniston. Was it in connection with this litigation or some other -- No. I don't think it was done in connection with this litigation, prior to that. When you say with respect to activities at the Anniston plant, what are you taLking about? I'm talking about environmental activities that took place at the Anniston plant concerning the west end ---------------- REGIONAL REPOKIING SERVICE, INC. ADAD21-010687 HARTOLDMONOQ31664 1 2 Q. 3 4 5 6 A. 7 S 9 10 11 12 Q. 13 14 15 A. 16 Q. 17 IB 19 A. 20 Q. 21 22 A. 23 61 landfill and the south landfill. What activities were taking place environmentally at the Anniston plant with respect to the south end and west end landfi Us? Well, I have been involved in an oversight role in remediation since '93, and we have done a significant amount of work under our agreement with ADEM under the RCRA permits for managing the PCB issues at the plant since then. Do you recall who it was that informed you about the AG Investigation in '85 that led to a remediation? No, I don't. Were you aware that the AG's office was considering having the site made a CEKCLA facility back in 1985? No. I'm not aware of that. Do you know of a gentleman by the name of Henry Hudson? No, I do not. (Plaintiffs' Exhibit Number REGIONAL REPORTING SERVTGETTraCI------------ :------ 1 A. 2 Q. 3 4 5 6 7 A. 8 Q. 9 A. 10 Q11 A. 12 13 14 Q. 15 In A. 17 Q. 18 A. 19 Q. 20 A. 21 Q. 22 23 63 I didn't see that in here but -- Maybe I can help direct you to the part I'm talking about. It is in the second paragraph where it indicates they were describing the listing procedures for the NPL. Second paragraph of page two? Yes. I can't read the guy's name. Wi Ikerson? Who is Wilkerson? Do you know who Wi Ikerson is? I don't know any of these people. Wilkerson is with some entity that goes with the initials of ICS. Okay. Do you know what ICS is? No. Do you? That makes two of us. 1 don't know who he is. But that i5 not the important part. Wilkerson described the listing procedures for the NPL, and it looks REGIONAL REPORT I NG"TERVTCE7~INCI 1 2 Q. 3 4 5 A. 6 7 Q. 8 9 10 11 12 13 14 15 16 A. 17 18 Q. 19 20 21 22 23 65 Do you? It appears from the context of the letter that he is with ADEM. MR. COX: I think that -- I don't know who he is. I don't know who Wi Ikerson is. Despite who he is, all I'm talking about is there seems to be a discussion in Exhibit Four regarding the option or the possibility that under the listing procedure for the NPL and the -- is it RI/FS process that the Monsanto site might rank out if there is no target such as a water intake within three miles. Is that accurate? That is what that memo says. I don't know how -- I mean -- It indicates the AG's office of Alabama is going to write Monsanto to tell them that their proposal is not yet approved and that EPA is interested, concerned, involved and that there will have to be further discussions on the matter. And REGIONAL "REPORT ING SERVICE, INC.------------------- 1 2 3 G. 4 5 6 7 8 9 10 11 12 Q. 13 14 15 A. 16 Q. 17 18 A. 19 Q. 20 21 22 23 62 Four was marked for identification.) I'm going to hand you what has been marked as Plaintiffs' Exhibit Four. And let's go off the record and give you a chance to read the document. VIDEOGRAPHER: Going off the record, 2:16 p.m. (A break was taken.) VIDEOGRAPHER: Back on the record at 2:28 p.m. Nr. Foresman, we took a break so you could have a chance to read Exhibit Four. Have you done that7 Yes. Have you ever seen Exhibit Four before today? No, I have not. In Exhibit Four does it indicate the possibility of trying to determine if the Monsanto site can be, quote, ranked out on a national priority list as a superfund site? ---------------- REGIONAL" REPORTINiTS'ERVICE, INC7 64 1 2 3 A. 4 5 6 Q- 7 8 A. 9 10 11 12 Q. 13 A. 14 15 A. 16 Q. 17 18 19 20 21 22 A. 23 like the RI/FS process. And what is NPL? The National -- I assume. I don't know. Again, it could be the National Priority List if it is in relation to superfund. All right. And then RI would be what. remedial investigation? Could be remedial investigation. feasibility study process. I can't -- You have to help me. I don't know what that is. Rank out, does that look like rank out? It could be. I don't know. MR. COX: Yeah. But perhaps not if there is no target. So it sounds tike this guy, the author of Exhibit Four, is talking about the possibility that the Monsanto site could rank out, meaning that it could be considered for the NPL, the National Priority List? Welt, who -- I don't know who this Henry -- the fellow who wrote this is. ---------------- REGIONAL'" RLPORI1NG SERVICE, "INC: 66 1 2 3 4 5 6 7 8 9 A. 10 11 12 13 14 15 16 Q. 17 IB 19 20 21 22 A. 23 Q. at the end of Exhibit Four it talks about, regarding the potential immediate removal, they could act now and sample the stream themselves or they could wait for the results of PA/SI and even the ranking of the site for the NPL. Is that true? Is that what the letter indicates? If you are reading it and that is what it says. MR. COX: That is what the letter says. But whether any of that happened or not, I don't think Mr. Foresman is the person to ask. Well, regardless of whether Mr. Foresman is the person tD ask, do you have any knowledge that the Attorney General's Office ever followed up on having the Monsanto site ranked out on the National Priority List as a superfund site? Not to my knowledge. Do you know why it is that that never ---------------- REGIONATREPORTING SERVTCE7"TN07 ADAD21-010688 HARTOLDMONOQ31665 1 2 A. 3 Q. 4 5 6 7 a A. 9 Q. 10 11 12 13 A. 14 Q. 15 16 17 A. 18 19 Q. 20 21 22 A. 23 67 happened? No. Do you have any information? Did you Learn any information when you got involved in '93 with this remediation about the possible ranking out of the Monsanto site as a superfund site? No. Did you come to find out when the AG was involved in '85 what the levels of PCBs were that they were finding in Snow Creek sediments? 1 don't know what the levels were. Did you understand they were in excess of EPA acceptable limits7 MR. COX: Object to form. Again, 1 don't know what the levels were. You understood, though, that it required some remediation to remedy the problem? MR. COX: Object to the form. What 1 heard was Monsanto had conducted some remediation in an area after some KtblUliAU KtrUKl ilHto StKYlLt, 1NL. 1 2 3 4 5 6 7 A. 8 9 10 11 12 13 q. 14 15 16 17 A. 18 Q. 19 20 21 A. 22 Q. 23 69 contamination in Snow Creek that those inquiries shouLd be directed to them so that ADEM doesn't jeopardize potential litigation? MR. COX: The document speaks for itself. Right. I can't hypothesize. It is a little hard to read. The last sentence says, "Since this matter invoLves potential litigation, we would appreciate your office referring inquiries from Monsanto to this office." Do you have any understanding of the motivation ADEM would have not to send those calls of Monsanto's to the AG? MR. COX: Object to the form. No. And you weren't personally involved in any of this. You have just learned about it since '93? Correct. The deed that we have marked as Exhibit Two which pertains to -- Actually I 1 2 3 4 Q. 5 6 7 8 9 10 11 A. 12 13 14 15 Q. 16 17 18 19 A. 20 Q. 21 22 23 6B discussion with the AGs. That is the extent of my knowledge about the activity. Were you informed about the fact that the Attorney General's Office wanted to make sure that ADEM referred any inquiries from Monsanto to the AG so that ADEM did not do anything to jeopardize potential litigation arising out of this contamination? No. (Plaintiffs' Exhibit Number Five was marked for identification.) I'm handing you what has been marked as Plaintiffs' Exhibit Five, if you could take a look at that after your lawyer does. Have you ever seen Exhibit Five? No, 1 have not. And that Exhibit Five is a letter from the AG's office to an individual with ADEM which talks about the fact that if Monsanto has any inquiries about the RITGTONAL RLPORn'NS'"StRVI'Ct," INC. . 1 2 3 4 5 Q. 6 7 a A. 9 q. 10 11 12 13 A. 14 Q. 15 16 17 18 A. 19 Q. 20 21 22 A. 23 Q. 70 don't know if you have seen this yet. have you seen Exhibit Two before7 MR. COX: I hope so. It has his signature on it, I think. I think what you told me earlier is you had reviewed Exhibit Three in preparation for your deposition. Correct. But you are familiar with Exhibit Two, which is the deed which transfers to land back from Alabama Power to Monsanto; is that correct? And the date on it -- It will be on the back where your signature is. MR. COX: That is the date it was recorded. Okay. Yes. And can you confirm that on Exhibit Two you are the person that signed on behalf of Monsanto? That's correct. And the deed itself is just basically a 1 2 3 A. 4 5 Q. 6 7 8 9 A. 10 Q. 11 12 13 14 15 16 A. 17 18 19 Q. 20 21 22 23 A. 71 one dollar price that was paid for the land swap7 That's standard practice in real estate transact!' ons. And then there was a separate settlement agreement which we have marked as Exhibit Three which contains all the details about that transaction? That's correct. Is there any other agreement other than the settlement agreement which we have marked as Exhibit Three which pertains to arrangements made by ALabama Power and Monsanto with respect to this particular land? The settlement agreement and the deed are the documents that were signed for the transfer of the property. All right. And is there any other verbal agreement or any other deal that exists other than what is in writing in Exhibit Three and Exhibit Two? Not as far as the transfer of the REGIONAL REPORTING SERVICE, 1NCI------------------- 72 1 2 Q. 3 A. 4 5 6 7 B 9 10 11 12 13 q. 14 15 16 17 18 19 20 21 22 23 property, no. How about as far as something else? There may have been -- 1 think there were discussions on relocation of utilities and power poles and things that would be required as part of remediation. And I don't know if they are included in that settlement agreement or if there were further discussions about what, you know, location of power poles, utilities, and such. Okay. And in Exhibit Three, the settlement agreement between Alabama Power and Monsanto, there is a section on remediation responsibilities which requires Monsanto as the grantee at its sole cost and responsibi lity and with no contribution or involvement from Alabama Power to handle all those things such as investigation, assessment, cleanup, remediation, and any corrective action. right? ---------------- REGIONAL' REPORTING SERVTCET'INCT ADAD21-010689 HARTOLDMON0031666 1 A. 2 Q. 3 4 A. 5 6 Q. 7 A. B 9 10 11 Q. 12 13 14 15 16 A. 17 Q. 18 19 20 21 A. 22 Q. 23 73 If that is what it says. But that is your understanding, and you are the one who negotiated that, right7 I understand, but it has been many yearsDo you need to review it? I mean, if you want to quote a section, I can review that section. What I'm saying is I don't know the verbatim words. But your understanding, since you are the one that negotiated, is that Monsanto was going to have sole responsibility for all those things. investigation, cleanup, remediation? That's correct. Do you know if back in the '6Qs, in that original land swap, there were any indemnification agreements that were made? I do not. Who was involved for Monsanto on that original land swap? REGIONAIT^REPORUNG-i>tKV TC L, ' INC. 1 A. 2 Q. 3 4 A. 5 6 7 a 9 Q. 10 A. 11 Q. 12 13 14 15 A. 16 Q. 17 18 19 20 21 22 23 75 That 1 don't know. What was your understanding of Bob Pohl's role with Monsanto? At the time I knew Bob he was in manufacturing, director of manufacturing or such. I don't know if that was the role he had then or it could have been -- Some other time? Right. So you have no knowledge with respect to whether or not there were any indemnification agreements when the original land was swapped in the '60s? No, I don't. And if they are in this document, I wiIt find them hopefully. We were talking earlier about a hypothetical situation where Alabama Power actually kept the land rather than working on an arrangement where you guys took it back. And when we were talking about that, you testified that Alabama 'REGIONAL REPORTING SIRl/TCET"!NCT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Q. 19 20 21 22 23 A. 77 indicating there were samples of some material that was tested and analyzed and found to contain up to sixty percent of PCBs. I don't know whether that -- It was Alabama Power Company tests. so we can't tell you if it was soil or if it was the tarry material that they actually found and just tested the material. That is not soil. That Is basically a waste product. MS. MALOW: That was in the soil or -- MR. COX: Apart from the soil. Let's do it this way. Have you a remediation site where you have recommended capping where you have PCBs at the levels that were found at the west end landfill? Ves. 1 A. 2 Q. 3 4 5 6 7 a 9 A. 10 11 Q. 12 13 A. 14 Q. 15 16 A. 17 Q. 18 A. 19 Q. 20 A. 21 Q. 22 A. 23 Q. 74 I don't know the individuals. Well, Mr. Cox provided me with some documents earlier today before we started your deposition that are dated in the '60s, and for example there is a gentleman on here from -- Let's see. It is a letter to H. L. Minckler. Do you know Mr. Minckler? I'm familiar with the name. He is an individual at Monsanto. Do you know what his position was back in the '60s? No, I don't. Do you know a guy named Bob Pohl, P-o-h-l? Yes. I'm familiar with Bob. What was Bob's position? In the 1960s, I don't know. Is he still with the company? No. Is Mr. Minckler still with the company7 No. Are they still living? 1 2 3 4 A. 5 Q. 6 7 8 9 10 11 A. 12 Q. 13 14 A. 15 16 17 Q. 18 19 20 21 22 23 76 Power would work and negotiate with different agencies to determine how to treat that contaminated area, right? I said they could. I don't know -- All right. Have you ever had another remediation project that you have handled either for Monsanto or Solutia where you have recommended a cap be placed where there are PCBs that make up sixty percent of the land? No. This is the only time you know of that that's been done? Well, you are saying PCBs make up sixty percent. Of what? Of the land you said. That is not a realistic *-Sixty percent of the soil? What was it you said earlier was sixty percent in this situation? Am I misunderstanding? MR. COX: I think I said sixty percent. So since I said it, let me try to clarify it. . There are sampling documents REGIONAL REPTIRTTNErTERTOET-!NOT 1 Q. 2 A. 3 4 Q. 5 6 A. 7 q. 8 A. 9 10 Q. 11 12 13 A. 14 15 16 Q. 17 18 19 20 21 22 A. 23 q. 78 Tell me where that is. We have quite a few, but one of them, the Everett, Massachusetts plant. What were the Levels of PCBs found at Everett, Massachusetts? Eighty percent, .ninety percent. Was any of that ever landfilled? Well, it was in the -- It wasn't landfilled. It was in the ground. But I'm saying none of it was ever removed and sent to a landfill; it was capped in place? At the Everett site the PCBs we dealt with in this one location were capped in p tace. Earlier you told he that you had been the one who made the decision that the materials that were at the toe of the landfill needed to be sent to Emelle to comply with the height restriction. Do you rememher that? You don't have it stated correctly. State it correctly for me. ADAD21-010690 HARTOLDMONOQ31667 79 1 A. 2 3 4 5 6 7 8 9 10 11 12 13 Q. 14 15 A. 16 Q. 17 18 A. 19 Q. 20 21 22 23 A. You talked about materials at the toe of the landfill, no. What I said was in order to do the remediation on the west end landfill and install the cap, we had to remove some materials from the landfill in order to maintain the height restriction between the ground level and the high power lines that go over the site. And in order to maintain the height we could not install the cap on top of the existing level. We had to remove some material. And what part of the site was the material removed from? From underneath the high power lines. Was that in the center, at the foot of it? On the top. All right. And it is your testimony that the only reason that any of that was sent to Emelle was because of this height restriction? Well, the reason it was sent to Emelle -----------------REGIONAL-REPORTING SERVICE, INCH------------------- 1 2 3 Q. 4 5 A. 6 fl. 7 8 9 A. 10 11 12 13 14 15 16 17 q. 18 19 20 21 A. 22 Q. 23 81 facilitate the installation of the cap because we had to remove the material. And if you had kept it there, you would not have met the height restriction? Right. It wasn't because you did the analysis and found that it was fifty parts per million and because of that you sent it? Well, we generated a waste when we dug it up and put it in a dumpster. And it was over fifty parts per million then. Then we had a requirement for disposal. And we chose at that point, because it was over fifty, to dispose of it at Emelle. We couldn't Just put it back on the ground. And my question was whether you could have capped it, and had there not been a height restriction would that have been an option? Yes. So only because of the height restriction was it that you ended up REGIONAL""REPORTING'"S'tkVlCt,' "INC':" 1 2 3 4 Q. 5 6 7 8 9 A. 10 11 12 13 14 15 16 17 18 19 20 Q. 21 22 23 33 million. And those things that measure less than fifty parts per million by definition are not PCBs. Okay. But in order to comply with TOSCA, if you find levels of PCBs over fifty parts per million you're required to treat it as a hazardous waste stream? MR. COX: Object to the form. You have a requirement if you find more than fifty parts per million of PCBs in a material that you have generated, then you have to handle it accordingly. Now, that handle it accordingly, there are a lot of options. It can be negotiated with federal EPA. You can get TOSCA waivers. There are all sorts of alternatives. But one way you can handle it is to haul it to an approved TOSCA permitted LandfiLl. Well, as a generator of waste, is that waste stream considered hazardous or nonhazardous when it is over fifty parts per mi llion? 'RfGTONAnTEPORTTNG_GIR'/TCE, INC!........ " 1 2 3 4 5 6 Q. 7 8 9 10 11 A. 12 Q. 13 14 A. 15 16 17 IS 19 Q. 20 21 22 23 A. 80 is because we removed it in order to facilitate the installation of the cap. Upon remove and analysis of over fifty parts per million, we made the decision to take it to Emelle. All right. When you say over fifty parts per million, you did an analysis. and you found that it was over fifty parts per million, and then a decision was made to take it to Emelle? After it was excavated, yes. All right. And did you have the choice to simply cap that there on the site? If we could have done it and maintained the restriction between the top of the fill and the high power lines, we would have capped it in place, yes. We would not have hauled it off. So we are back to my original we question, which was is the only reason it was sent to Emelle because of this height restriction? The reason it was sent to Emelle was to KttaJUNAL KbKUKIlftia StKVltfc, 4NC. 1 2 A. 3 Q. 4 5 6 A. 7 Q. 8 A. 9 10 11 12 13 q. 14 15 A. 16 Q. 17 18 19 20 21 22 A. 23 82 having it hauled off to Emelle? Excavating it, correct. All right. This fifty parts per million level, is that in a regulation either under RCRA -- It is TOSCA. What does that regulation state? Essentially that materials that are over fifty parts per million are considered a -- PCBs over fifty parts per million are considered a PCB waste and have to be managed under TOSCA. And TOSCA is another one of these acronyms. What does it stand for7 Toxic Substance Control Act. Does TOSCA regulate PCBs at that level? Does it treat them as a hazardous waste stream? MR. COX: Object to form. Go ahead. I just said object to form. TOSCA has a requirement or has a regulatory cutoff of fifty parts per REGIONAL REPORTING SERVICE, INCT 1 2 A. 3 4 q. 5 6 7 A. B 9 10 11 12 13 14 q. 15 A. 16 17 18 q. 19 20 21 A. 22 23 84 MR. COX: Object to the. form. The definition of hazardous doesn't fit in. It is a TOSCA waste. You are talking it is not an EPA listed waste? Is that the distinction you are making? No. It could be an EPA listed waste. might not be. The regulations are extremely complex. You can't broadly characterize things as hazardous or not hazardous. Each particular material you have to look at not only analysis but how it was generated, et cetera. Is Emelle a hazardous landfill site7 Emelle is an approved landfill for hazardous waste or TOSCA waste for Lots of chemicals and materials, yes. The decision to cap the landfill site. the west end landfill, was that your decision? Well, it was an approach that we decided to use with that and then obtained approval from the regulatory authorities - REGIONAL REPORI iNG SERVICE, INC. ADAD21-010691 HARTOLDMONOQ31668 1 2 Q. 3 4 5 6 A. 7 Q. 8 9 10 11 A. 12 13 14 15 16 17 ia 19 20 21 22 23 85 in order to do that. The steps, though, are that Monsanto develops a suggestion or a program that they want to implement or a treatment that they want to implement? The process -- Let me use it -- state it in a different way, Monsanto has the ability to come up with a plan for how they want to remediate the site. Is that true? The process under RCRA corrective action, which is what was done, is that the individual responsible for the particular site does a remedial investigation and feasibility study and from that comes up with a -- MS. MALOW: Let's take a break for one second. VIDEQGRAPHER: Off the record at 2:52 p.m. (A break was taken.) VIDEOGRAPHER: Back on the record, 2:56. HESTONAT'REPDRTTNG"'SERVKL, INC.------------------- 1 A. 2 Q. 3 4 5 q. 6 7 8 9 10 A. 11 12 Q. 13 14 15 A. 16 Q. 17 18 A. 19 Q. 20 21 22 23 . 07 -- in my group. Is he part of the Anniston plant, or is he part of St. Louis? MR. COX: She. She, I'm sorry. MR. COX: Very sexist statement, Ellen. MS. MALOW: I know. It really is. I usually don't do that. And she was located in St. Louis at that time. And who was the person who was at the Anniston plant that was participating. if anyone? At that time it would be Robert Jones, Did you give this plan your blessing or have any input into this plan? I gave it my blessing. Okay. So you wouldn't have been the one who actually came up with the plan. You would have been involved in hearing the recommendations that were put together by your group? TTEGTONAT'REPORI ING SERVICE, INC.------------------- 1 Q. 2 3 4 A. 5 Q. 6 7 8 A. 9 Q. ID 11 12 13 14 15 A. 16 Q. 17 IB A. 19 20 Q. 21 22 A. 23 89 Mr. Foresman, I'm going to hand you what has been marked as Plaintiffs' Exhibit Six, Okay. Having a chance to look at Exhibit Six, does that now refresh your recollection? Had you seen that before7 No, I don't think I have. In the press release from Alabama Power Company, it indicates that they had put a protective cover over the material after they had found it. Do you know what kind of cover they had placed there temporarily? No. Do you know what the purpose of such a cover would be? I assume it would just be to keep the rain off the material. What would happen if rain came in contact with the material? If it was in the soil it could be washed, transferred with movement with REGIONAL_REPUk l I NO SrRVTOETlNtr:------------------- as 1 A. 2 3 4 5 6 Q. 7 8 9 10 A. 11 Q. 12 13 A. 14 Q. 15 16 A. 17 18 19 20 Q. 21 22 A. 23 Q. -- with a corrective measures plan for the remediation for the particular property. That plan is submitted to the regulatory authority responsible, and then you agree on an appropriate remedy. So In this particular situation Monsanto determined that the corrective action plan that they wanted to use was to cap the landfill, correct? That's correct. And then the approval that they needed to obtain was that of ADEM? That's correct. Now, were you involved in the decision to cap the landfill? Well, the people in my group who manage that site prepared that plan in conjunction with the plant, and it was submitted to ADEM for approval. Who are the people in your group that were managing that? Jo Hanson was the engineer -- All right. ---------------- REGIONAL HLPQRi iNG SERVICE, INC. 88 1 A. 2 Q. 3 4 5 A. 6 Q. 7 A. 8 Q. 9 A. 10 11 Q. 12 13 14 15 A. 16 Q. 17 18 19 A. 20 21 22 23 That's correct. And then tell me what involvement you had in presenting this proposal or this corrective action plan to ADEM? None. Would you have done that? No. Woutd that have been Ms. Hanson? I assume it would have been the plant and Jo Hanson. Did Monsanto participate at all in Alabama Power's initial investigation when they discovered the PCBs on their land? Not to my knowledge. Are you familiar with the press release that was issued by Alabama Power when they learned of the PCBs? I may have seen it, but I don't remember it. No. (Plaintiffs' Exhibit Number Six was marked for identi fication.) ---------------- EEGTONATHEFORI1NG SERVICE, "INC 90 1 2 3 4 Q. 5 6 7 8 A. 9 Q. 10 11 A. 12 13 14 15 16 17 ia Q. 19 A. 20 Q. 21 22 23 rain. But again, I don't know the area or what they -- the actual location of this material. Well, we know it was on the west end landfill, right? I mean, this is the property that you guys took back from them, isn't it? It doesn't say that here. Do you have any reason to believe this is some other -- No. What I'm saying is the landfill was a small part of the property that was transferred to Alabama Power. I don't know where they found the material. whether it was on the part of the property that was the landfi11 or whether it was down from the landfill. On some other part of the property? Correct. It doesn't say that. But regardless of where they found it. the risk of leaving such material exposed to the elements could be that it could migrate into the neighborhood ---------------- REGIONAL HEPORTING""SERVICE, INC. ADAD21-010692 HARTOLDMONOQ31669 1 2 3 A. 4 5 6 7 a Q. 9 10 11 12 13 14 15 16 17 A. 18 Q. 19 A20 Q. 21 22 A. 23 Q. 91 perhaps? MR. COX: Object to the form. Again, I don't know. It depends on the material. You asked why they would put a cover. Again, Just maybe to satisfy a requirement of the agency that you put a cover on it unti l you can investigate. It indicates in the press release, which is Exhibit Six, that Alabama Power voluntarily notified a number of state and local governmental officials, community groups, and community leaders. In connection with your involvement after you were-contacted in 1993, did you have any contact with any state governmental officials other than ADEM? On the west end landfill? Yes. No. How about with respect to any community groups? I did not, no. Did you have any contact with any 1 A. 2 3 tj. 4 5 6 7 A. 8 Q. 9 10 11 12 13 Q. 14 15 16 17 A. 18 <3. 19 A. 20 Q. 21 22 23 93 But I have no direct knowledge of the detaiIs of that. Do you have any knowledge that Monsanto ever notified its neighbors in 1993 of the potential impact to the neighborhood? That I don't know. Have you seen a -- Well, let's just mark it. {Plaintiffs' Exhibit Number Seven was marked for identification.) Mr. Foresman, I'm handing you what is marked as Plaintiffs' Exhibit Seven. Have you now had a chance to look at Plaintiffs' Exhibit Seven? Yeah. Have you seen Exhibit Seven before? No, I have not. Let me direct your attention then to paragraph three entitled "Source of Contamination." And it indicates in there according to the previous owner. 1 2 A. 3 4 5 Q. 6 7 6 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 95 ask those questions to? My assumption would be yes. He was at the plant at the time and had these discussions with -- Well, we asked Buddy, and he told us it was you. So now we are here. MR. COX: Well, now, what you asked Buddy, just to make sure the record is clear, is who was the person that was involved in negotiations that led to the swap. And that was Mr. Foresman in terms of the swap. You got the documentation. Part of what I gave you today was the exchanges of paper both during Mr. Foresman's involvement as well as the initial involvement, which was with the plant site and Robert Jones or Billy DeFer. But in terms of the actual 92 i 2 A. 3 Q. 4 5 6 7 A. 8 9 10 Q. II 12 13 14 A. 15 Q. 16 17 A. 18 19 20 21 22 23 Q. community leaders? I didn't, no. Did Monsanto to your knowledge contact any community groups regarding the PCBs on this property that they took back from Alabama Power? That I don't know. You will have to -- The plant itself, again, managed those contacts and relationships. Okay. And as you're sitting here, you don't have any knowledge one way or the other as to whether that contact was made? No, I do not. And the same would be true with respect to local governmental officials? I didn't have it. Again, whatever -- The standard practice at the plant is to notify all of the potentially impacted parties when you have an environmental issue. So my assumption would be that that is done. But you don't know one way or the other? --------------regtoml'' rlpor rrwrsERV tcet inc .------------- 94 1 2 3 4 5 6 A. 7 Q. -8 9 10 11 12 A. 13 14 Q. 15 16 17 18 A. 19 Q. 20 21 22 A. 23 Q. the southern half of the substation property was used as a landfill prior to Alabama Power Company's ownership. Do you know when Alabama Power was provided with that information? No, I do not. It then indicates that contacts have been made with Monsanto to obtain all available information about this site's prior use. Was that contact made with you, or was that made with someone else? It wasn't with me, no. I assume it would be with the plant, Do you have anyinformationregarding what information Monsanto provided ALabama Power regarding the site's prior use? No, I do not. Do you know of any documents that Monsanto turned over to Alabama Power regarding the site's prior use? No, I don't. Would Robert Jones be thebest person to --------------REGIONAL REPORTING SERVICE, INC:-------------- 96 1 2 3 Q. 4 5 6 7 A. 8 9 Q. 10 11 A. 12 13 Q. 14 15 16 17 18 19 20 21 22 23 person who made the swap happen, this is him. ALl right. But as far as communications back and forth with Alabama Power to satisfy Alabama Power's investigation, you didn't deal with that aspect? No. I mean, that had transpired prior to my getting involved. So when you got involved, it was after April 23rd, 1993? I got involved in the summer of '93, mid to late summer of '93. Then if you go to the next page of Exhibit Seven, under section four, "Actions Taken in Response," it indicates this investigation includes examining the company's records related to the site, discussing the site with Monsanto, physically inspecting the site, and sampling and analyzing various materials from the surface of the hi l [side. Again, would you have been -------------- REnUNATHEPQRTING'SERVICE, INC. ADAD21-010693 HARTOLDMON0031670 97 1 involved at a11 with respect to the 2 discussions about the site between 3 Alabama Power and Monsanto? 4 A. The only discussions that I got into 5 with Alabama Power were based on the 6 (7 knowledge that the site had been used as a landfill by Monsanto prior to the B transfer of the property to Alabama 9 Power. And we discussed going forward 10 from there about taking the property 11 back by Monsanto. Alt the details of 12 the prior use and analysis and all that, 13 I wasn't Involved in getting those 14 documents and discussing those with 15 Alabama Power. 16 Q. So you were more involved in the 17 negotiations of how the two parties were 18 going to determine responsibilities for 19 the remediation? 20 A. Going forward on the problem. 21 q. Okay. Your lawyer has provided to us 22 today some certificate of analyses 23 regarding the general test laboratory ---------------- REGIONAL REPORTING SERVICE, INC.------------------- 1 Q. 2 3- 4 A. 5 6 Q. 7 8 9 A. 10 11 12 13 Q. 14 15 16 17 A. 16 19 20 21 22 23 99 But in terms of talking about parts per million, that is a pretty high reading, isn't it? It is a pure material. It is a waste material. The tars were tars. When you find pure PCBs like that, they are going to have extremely high levels, right? Well, the tars contained high levels. The tars from the manufacturing process of PCBs contained high Levels of PCBs. That's correct. Okay. Do you remember who your initial contact was from when you got involved in the summer of '93, who called you from the plant?. From the plant? I think my previous answer was I think it was BILL DeFer. MS. MALOW: Off the record for a second. (A break was taken.) VIDE0GRAPHER: Back on the record at 3:20. REGT0NAT"REP0RTING' SERVICE, INC. 101 1 determine what was found7 2 A. No. I don't -- There wasn't a big 3 effort to, at Least to my knowledge. I 4 don't know the exact details of what the 5 group did as far as investigation of 6 that site. 7 q. So the focus was more on putting in 8 place the remedy rather than determining 9 what exactly existed? 10 A. The issues were PCBs. The issues were 11 solid PCBs, tars, non-mobile, unto 12 themselves. And the remedy was designed 13 for that. I don't know what other 14 analysis the remediation team did to 15 come up with and support the remedy. 16 q. For example, do you know if they had 17 found there was any parathion on that ( 18 19 A. land7 I don't know if they did or didn't. 20 q. What is the total cost that Monsanto has 21 spent to remediate the west end 22 landfi 117 23 A. I want to say on the order of three and ---------------- REGIONAL REPORTING EERVl'CE7~TNCL------------------ 90 1 2 3 4 A. 5 6 Q. 7 8 A. 9 10 11 Q. 12 13 14 15 A. 16 Q. 17 A. 18 19 20 Q. 21 A. 22 23 results from the PCBs that were found by Alabama Power. Have you personally looked at any of those documents? I have seen some that described the types of PCBs and the analysis. Do you remember any of the levels that were found, any of the specific levels? Some of the levels of tar material. again, were in the ten to fifteen percent or so. Are you familiar with any of the findings that were around forty thousand -- actually four hundred seven thousand parts per million? That would he forty percent. So you are familiar with those? Well, I'm saying they found tar-like material that contained PCBs in the high percent quantities. And that -- That would count as high percent, true? Well, a hundred percent is a hundred percent. So forty percent is forty percent of a hundred. ---------------- REGIONAL REPORTING SERVICE, INC.------------------- 100 1 Q. 2 3 4 5 6 A. 7 q. 8 9 10 11 12 A. 13 14 15 16 17 18 19 20 q. 21 22 23 Before we took that break, we were talking about the initial contact you got from the plant in '93, the summer. and you indicated you believe it was Bill DeFer. Is that right? That's correct. When you got involved in this remediation and started doing the -- started overseeing the investigation. did you come to find out what chemicals were located on that land? We got a description from the plant just based on the past -- the time frame for use of that Landfill, which was quite extensive, the mid say 1920s or so with Swann Chemical through 1961, I think I was told, and that the Landfill was used for plant trash and residues, solid residues. We had covered that. What I was getting at is once y'all got into the actual investigation and remediation did you then through your investigation ---------------- REGIONAL REPORTING SERVICE, INCi------------------ 1 2 q. 3 4 5 6 7 B A. 9 10 11 q. 12 A. 13 14 15 16 17 Q. 18 19 A. 20 Q. 21 22 A. 23 102 a half million dollars. And that number doesn't include any of the remediation program as far as the property purchase program that you negotiated with respect to the consent order, correct? MR. COX: Object to the form. The three and a half million dollars deals with the remedy for the west end landfi ll. That is just the cap only? Well, it is the cap and the containment and the additional work. There will be ongoing costs associated with monitoring, cutting the grass, making sure the cap stays in place, et cetera. What are the estimated yearty monitoring costs for that west end landfill? I don't have an estimate. Do you get copies of the bills, or does that go to a different department? No. I mean, I get monthly cost reports. summaries, but it doesn't have that KEGTONATTffEPORTING SERVICE, INC. ' ADAD21-010694 HARTOLDMONOQ31671 1 2 Q. 3 4 5 A. 6 Q. 7 8 9 A. 10 11 Q. 12 13 14 15 16 A. 17 18 q. 19 A. 20 21 22 Q. 23 103 detaiL. Has Alabama Power ever been notified regarding what chemicals were found after Monsanto took back the Land? I don't know. Are you aware of any notification requirements or information requirements under the settlement agreement? I'd have to look at the agreement. I don't remember if there were any. If in fact it does contain information notification provisions, were you aware of any information that was provided to ALabama Power regarding the chemicals that were found? I don't know what has been provided to Alabama Power by the team. You haven't been copied on any of that? I don't remember any, no. We had a team of people that managed that for Solutia, Monsanto. And that would be Jo Hanson along with others? 1 2 3 A. 4 5 6 7 8 A. 9 10 11 12 q. 13 14 A. 15 Q. 16 17 A. 18 Q. 19 A. 20 Q. 21 22 A. 23 105 before. What other depositions have you given, sir? I was involved in the deposition on the Motco superfund site. I was involved in a deposition on the Dyer lake case. MR. COX: That's the Anniston lake case -- St. Clair lake case. I was involved in a deposition on Russell Bliss in St. Louis. I was involved in a deposition on insurance litigation. Did you give a deposition in the Brio litigation? No. How many depositions in all do you think you have given, twenty? No, probably less than that. Ten? Yeah, maybe that. Why is it that Monsanto agreed to take back this land from Alabama Power? I think the main position that Monsanto had was that the landfill was created by REGIONAL" REF0RTTNG"5'ERV ICE, INC: 1 2 3 4 q. 5 6 A. 7 8 Q. 9 A. 10 11 Q. 12 13 14 A. 15 q. 16 17 18 19 A. 20 21 22 23 107 managing it we could manage it with the other activities we were doing on the site. Which were already under the RCRA permit -- Well, we had a RCRA permit at the site. correct. That was being governed by ADEM? ADEM has the authority in Alabama by the feds to manage the RCRA program. Were you involved with any discussions where Alabama Power was present that also involved any regulatory agencies? I wasn't, no. Are you aware of any such discussions where representatives of Monsanto, Alabama Power, and any government agency was present? I don't know if they did or didn't. My assumption would be prior to us acquiring the property, if there were discussions with the regulatory authorities, Alabama Power would have 104 i A. 2 3 4 5 Q. 6 A. 7 a 9 Q. 10 11 A. 12 13 Q. 14 15 16 A. 17 Q. 18 A. 19 Q. 20 A. 21 Q. 22 23 Well, there was a plant contact, and Jo Hanson and the plant manager and public relations and that team manages the interface with Alabama Power. What is public relations' role? Public relations would be involved If we were going to issue a press release or a document to the public. Is that internal public.relations department, or do you hire outside? Internal, internal public relations department. Are you familiar with outside PR companies being retained to handle press related information on this plant? For the west end landfill? Well, for the Anniston plantat all. I don't know what -- You are not involvedin thatend of it7 No. All right. I want to back up to the very beginning when we started and I asked you if you have given a deposition -------------- REGIONAL RtP0RTrNG~SFR'VTCE7~IfC: 106 1 2 3 4 5 6 7 a 9 10 Q. 11 12 13 A. 14 15 16 17 18 19 20 21 22 23 Monsanto Company and that it needed to be managed appropriately because the regulations that exist today were not those that existed in the past. In order to manage the landfill, the remedy for the landfill under the current regulations, it would be best if it was done by Monsanto in conjunction with the activities of the plant. Was it also Monsanto's desire to have ADEM be the governmental agency that managed it? Well, obviously Monsanto felt that despite giving the property or trading the property to Alabama Power that we still -- that we still had a liability because it was a Landfill on the property that we hod created. And so we decided it would be best -- Alabama Power didn't want to manage that and didn't feel they had the proper resources to manage it. So we negotiated for us to manage it. By --------------REGIONAL REPORTING SERVICE; "INin 10S 1 2 Q. 3 4 5 6 7 8 9 A. 10 11 12 13 14 15 16 17 18 q. 19 20 21 22 23 been involved. Would it be the usual course of action that once a contamination such as this is found, that the regulatory agencies would get involved? That is, they would be apprised of the fact that Monsanto and Alabama Power may turn this property back over to Monsanto? My assumption would be yes. If you look at the previous documents and you showed about the press release, in there Alabama Power said they had notified all the authorities and were going to keep them notified. So my assumption would be they would have notified them as we progressed with the discussion and transfer of the property. That is what I'm really trying to get at with you since your role is really not with uncovering what had gone on in the past but rather dealing with the remediation and how it was going to be handled from the summer of '93 forward. -------------- REGIONAL REPORTING SERVICE',"..INd ADAD21-010695 HARTOLDMONOQ31672 109 1 A. 2 Q. 3 4 5 6 7 A. 8 9 10 11 Q. 12 13 14 A. 15 Q. 16 17 18 A. 19 Q. 20 21 22 A. 23 Q. Right. Do you have any information about the role that the agencies or the regulators played in terms of you and Monsanto and Alabama Power agreeing for Monsanto to take the land back? As far as I was concerned, the regulators didn't play any role in us deciding to and going ahead and taking the property back. As far as you were concerned you had two parties coming together to work out how they were going to handle the situation? That was correct. Do you know who with Monsanto informed ADEM that the land was in fact going to be taken by Monsanto? No, I do not. Was it four hundred thousand pounds that were taken off the top of the landfi l L and sent to Erne lie? I don't know what. You don't know the quantity? ---------------- REGTWAITREPORTING SERVICE7TNCI------------------- 1 2 3 A. 4 5 6 7 S 9 10 11 Q. 12 A. 13 14 15 16 17 18 19 20 Q. 21 22 23 111 It was done. I understand your position is it wasn't feasible to do it. Well, you have a high power line going through the middle of the site. You can't go in and excavate everything. The high power line would fall over. 5o from an engineering point it wasn't feasible. It wasn't something that the agency -- that Alabama Power would let us do because of their -- They wanted to keep their -Well, it feeds the whole eastern part of Alabama. It is not just -- That substation was not strictly for the plant. That substation is for the eastern part of Alabama. So it was very critical that we didn't do anything to potentially Interfere with that operation of that substation. As a general proposition, though, is it usually more expensive to haul contaminated waste to a site such as Emelle rather than capping in place? REGIONAL" REP0RTI(T_5ERVI'CE7TrHCr 1 2 Q. 3 4 5 6 7 B 9 A. 10 11 12 13 14 Q. 15 16 A. 17 18 19 20 Q. 21 22 23 113 without removing material. Let me ask you this: If there were no power lines involved at all and you were just dealing with a piece of land that had PCB contamination, then which would be more cost effective, to cap it in place or to dispose of it at a place such as Emelle? Again, it is a hypothetical question because it depends on the type cap required based on geography and the investigation and the risk assessment and such. And all I'm trying to do is eliminating the power company and -- In the particular case of the west end landfill, it would have been less expensive to cap than to remove all the material, yes. We talked earlier about the fact that your role was negotiating the remediation -- Strike that. We talked earlier about the fact REGIONAL..REPORTING SERVICE, INC!------------------- 110 1 A. 2 Q. 3 A. 4 Q. 5 A. 6 7 8 Q. 9 10 11 12 A. 13 14 15 16 Q. 17 18 19 20 21 A. 22 23 Q. No. I don't remember the quantity. Do you know what the cost was of that? Of the disposing costs? Of sending that to Emelle. I think it was in the neighborhood of three to four hundred thousand dollars tota l. If Mr. Faust has testified it was nine hundred thousand, would you disagree with that figure? MR. COX: Object to the form. I wouldn't have a basis to disagree. My assumption would be that Alan would have known. But he was not involved at the time. Okay. Do you know what it would have cast if Monsanto had chosen to send all of it to Emelle rather than capping the landfi ll in place7 MR. COX: Object to the form. Well, that wasn't feasible from an engineering point of view. Let's just suppose hypothetically that ---------------- REGIONAL REPOKTTFKrSEKVICE, INC.------------------- 1 A. 2 3 4 5 6 7 8 9 10 Q. 11 12 A. 13 14 Q. 15 16 A. 17 18 19 20 21 22 Q. 23 A. 112 Well, it depends on the quantity of material involved and how far the haul distance is and the price you get from Emelle for disposal. And you have to admit Emelle doesn't want to take materials unless they are -- You know. they are not in the business of taking materials at low cost because they are limited by volume. So it -- It is going to depend on different factors? There are an awful lot of different factors. Which is usually the most cost effective remedy7 It would really depend. It depends on the particular situation. We wouldn't -- Getting back to the discussion earlier, if the high power lines had not been there, we wouldn't have hauled anything to Emelle. You would have just capped it in place? We would have been able to cap it 1 2 3 4 5 6 7 8 A. 9 10 11 12 13 14 Q. 15 16 A. 17 18 19 Q. 20 21 22 A. 23 Q. 114 that your role with Alabama Power involved some correspondence which your lawyer provided to us, some telephone calls and some meetings. Do you recall any of the meetings specifically that you had with Alabama Power or your counterpart over there on this issue? I remember we came to Anniston and met with Ronnie Smith to talk about the requirements, their requirements for the site, continued use of the site, and what we could do in terras of working around their utilities. At the meeting with Ronnie, was anyone else present other than the two of you? Yes. Robert Jones, Bill DeFer may have been present at certain times. I'm not sure of the whole group. How many face-to-face meetings do you think you had with Alabama Power on this issue? Oh, I would say three. How long a period of time did it take REGIONAL REPORTING SERVICE, INC. ADAD21-010696 HARTOLDMONOQ31673 1 2 3 A. 4 5 Q. 6 7 A. 8 9 10 11 12 13 14 IS 16 17 13 19 20 21 Q. 22 23 115 for you Dr Monsanto to negotiate this settlement agreement with Alabama Power7 Somewhere between August and December of '93. Do you remember what the sticking points were during the negotiations? I don't know if there were any sticking points there. It was just a need to gather information on both parties in terms of what utilities may need to be relocated, the cost of those utilities. how the cost would be split for those relocations, the requirements for maintaining the height between the power lines and the fill. There were discussions on indemnifications. There were discussions an the costs of the remedy and what share Alabama Power should bear. That's the kind of discussions that went on. What was the discussion regarding the cost of the remedy as far as what did the parties think the total cost Would 'REGTONA'L"REPBRTINBTMSEHV 1C E,' 1NC. 1 2 A. 3 4 5 6 Q. 7 3 9 10 A. 11 Q. 12 13 14 15 16 17 IB A. 19 2D 21 Q. 22 23 117 we took a break? I don't know if we got into discussion of percentage. We were talking about what the costs were going to be going forward. Right. And you had indicated that cost was uncertain at that stage because the full investigation had not been done. right? Right. Bttt as part of this agreement, the settlement agreement, a number was arrived at, which was seven hundred seventy-five thousand dollars that Alabama Power was going to pay. And that number related to that cost of cleanup, didn't it? Related to hetping. That payment would help offset the total cost for the investigation and cleanup of the site. So in order for that number to be derived, there had to be at least an estimate of what the cleanup costs would REGIONAL RETORFING-EERVICE,..INC. 1 2 3 4 Q. 5 6 7 A. 8 9 10 11 12 Q. 13 14 15 A. 16 17 Q. IB 19 A. 20 21 22 Q. 23 119 to relocate utilities, we will pay for half of this or something like that. It was handled by the plant. And that arrangement had different dollars involved then the settlement agreement which is Exhibit Three? 1 think the arrangement was that we would pay a certain percent of their out-of-pocket costs because, again, it was uncertain as to what utilities would or would not need to be relocated. Sitting here now six years later, do we now know what utilities had to be re Located? 1 think we ended up paying about forty thousand dollars or so. Do you know what percentage of the total cost of that relocation -- Some was a hundred, and some was fifty percent. We essentially didn't have to do that much. But your obligation was around fifty percent to relocate, of their total 1 2 A. 3 4 5 6 7 3 Q. 9 10 11 12 13 14 15 16 17 Q. 13 19 20 21 22 23 116 be to remedy the situation? 1 don't think we had, you know, a good number on total cost. Obviously that was pre coming up with the investigation and discussion with the agency on what the remedy would be. Sd it all had to be done prior to that. But how is it that Alabama Power agreed that they were -- MS. MALOW: Let's take a break. VIDE0GRAPHER: This concludes cassette number one. (A break was taken.) VIDE0GRAPHER: Back on the record. 3:45, beginning of cassette number two. Mr. Foresman, we were talking about negotiations between Alabama Power and Monsanto. And one of the things you had talked ahout being addressed between the two parties was the cost of cleanup and what percentage Alabama Power was going to pay. Do you recall that right before REGIONAL REPORTING SERVICE, INC. 1 2 A. 3 Q. 4 A. 5 6 7 Q. 8 9 A. 10 11 Q. 12 13 14 A. 15 16 17 18 Q. 19 A. 20 21 22 Q. 23 A. lie be, correct? Correct. What was that estimated cost? It was in the two to three million dollar range for the cleanup, now. The investigation was on top of that. What was the estimated cost of investigation? Five hundred to eight hundred thousand do liars. Were there any other costs associated with this issue besides the cleanup and the investigation? I think there were costs -- There were going to be costs associated with relocation of utilities, but those were handled separately. How were those handled? I think there was a discussion. I don't know if it is in there. As we mentioned earlier -- Right, some verbal discussion. Yeah, some discussion about if you have REGIONAL REPORTING SERVICE;.. INCT 1 2 A. 3 4 5 6 7 8 9 10 11 12 Q. 13 A. 14 15 Q. 16 17 18 19 20 21 A. 22 23 q. 120 cost? I'm just trying to get -- I don't know. I know the number is about -- we ended up agreeing to pay them forty thousand bucks for some particular power poles that we wanted relocated to facilitate the remedy and that those poles had already reached their useful life and therefore they agreed to share in the cost of doing that. But it was kind of a nominal amount. A what? A nominal amount compared to the remedi ati on. Sure. The test results that we talked about earlier, I can't remember if you had indicated. Were you provided with the subsequent test results that Alabama Power Company ran after their initial ones? The team may have been. I don't remember. Who would be the best person to answer 'REGYONATTTEPORTING SERVICE, INC. ADAD21-010697 HARTOLDMONOQ31674 121 1 2 A. 3 4 Q. 5 6 A. 7 Q. a A. 9 10 Q. 11 A. 12 13 Q. 14 A. 15 16 17 18 Q. 19 A. 20 21 22 23 that question? Somebody on the team, Robert Jones or Jo Hanson. Tett me all the members on that team. It was Robert Jones, Jo Hanson -And the plant manager. Who at that time was? My assumption was still Bill DeFer because -- Where is Mr. DeFer now? He works for Monsanto Company, not So lutia. Is he in St. Louis? No. I think Bill -- And I don't know this for a fact. But I think he is in Augusta, Georgia, at a plant facility there. When did he leave the Anniston site? I don't know the exact time. 1 want to say '95 or '96 or so. MR. COX: For the record I think it was '94. I think Jack came in '94. ---------------- REGIONAL HEPORIIUG SERVICE, INCE------------------- 1 A. 2 3 4 5 6 7 Q. 8 9 10 A. 11 12 13 14 15 q. 16 17 18 19 20 A. 21 22 q. 23 123 I think the cap has shown that it can do what it is supposed to da, which is contain all the materials. And as long as you can assure that that will continue, it would be an appropriate final measure. And what evidence do you have that it has been shown that it can contain all the materials? Just physical evidence that we have got the cap in place and there is -- there is no erosion on the landfill. It is being controlled. All the rain water is being managed appropriately. During your discussions with Alabama Power, were there ever any discussions regarding concerns by Alabama Power about contamination to the environment or to the neighborhood? It wasn't part of the discussions I had with Alabama Power, no. Who would have been the person with Monsanto that would have dealt with that REGIONAL'KLPOKIING SLIIVILL, INC. 1 2 3 4 5 Q. 6 7 8 9 10 11 12 A. 13 14 Q. 15 16 17 IB 19 A. 20 21 22 23 125 taken some samples and found some material and it needed to be addressed. We would take the property back and do it that way. Do you know why it was that Alabama Power was so Interested in finding out what specific chemicals were put there back in the early days and what specific chemicals were found there during the investigation and remediation? MR, COX: Object to form. I don't. I don't know what -- I don't know what was provided to them. If you were standing in their shoes would you have any interest in finding out what the exact chemicals were that were at issue7 MR. COX: Object to the form. If I were Alabama Power and was required to manage the investigation and remediation, that would be done as part of that. If I wasn't required to do it and could essentially negotiate an R'EGT0NA1_REP0RTTNG_S'ERVTCETINC:------------------- 122 1 Q. 2 3 A. 4 Q. 5 6 7 A. a Q. 9 10 A. 11 q. 12 A. 13 Q. 14 15 16 A. 17 IB 19 20 21 22 Q. 23 Whenever Jack came in, that is the transition? Yeah. The testing that was done by Alabama Power, was that testing reimbursed by Monsanto? Not tQ my knowledge. Is capping an interim measure, or is that a final remediation measure? It can be both. In this case -- We have cases where it is both. In this case has it been determined whether that is going to be the final measure utilized? I think the regulatory structure at Anniston is that it would still be considered an interim measure because we haven't got everything completed to finalize all the paperwork to have it approved as a final measure. Would it be your recommendation to have the capping remain as the final measure? ---------------- REGIONAL REPORTING SERVICE. INC.------------------- 1 2 3 A. 4 5 6 7 8 9 10 q. 11 12 13 14 15 16 17 18 19 20 21 22 A. 23 124 type of issue? Would that have been Jo Hanson? No. The issue was the landfill was what it was at the point in time we took the property back. Then we put together a plan to address and investigate and a plan to remediate and went to ADEN for approval. That was for containment of the issue. I'm backing up a little bit to before there was an actual agreement, where you guys are now going to be in charge of the investigation and remediation and Alabama Power is just discussing with you why they think Monsanto would be better at managing this issue than they would and you guys are meeting about it. Was there anything raised by Alabama Power regarding a concern for environmental contamination or contamination of the neighborhood? The only discussions we had with Alabama Power were based on the fact they had KtblUNAL KtPUKJlNti bLKVICL, 1NL. 126 1 2 3 4 5 q. 6 7 8 9 10 11 12 13 A. 14 15 16 17 18 19 Q. 20 A. 21 Q. 22 23 A. agreement where Monsanto wouLd take over the property and investigation, then it would become less a requirement or concern on my part. But if you are going to try and negotiate a good business deal for your company and you are Alabama Power, don't you want to know what the potential liability is, and isn't that going to be determined in part by what chemicals you are dealing with? MR. COX: Object to the form. Well, the issue was PCBs. It was very obvious that the PCBs there were in the form of tar material that was put there by Monsanto Company. There was never a dispute about where those materials came from. So -- So that is a given. So there is no other issue really after that is decided? It makes it very simple. The issue is ---------------- REGTTWA'rREPORTING SERVICE, INC. ADAD21-010698 HARTOLDMONOQ31675 127 1 2 3 Q. 4 A. 5 Q. 6 7 8 9 10 11 12 A. 13 Q. 14 A. 15 Q. 16 17 18 19 20 21 22 A. 23 PCBs. It is solid residue. Monsanto said it was theirs. End of story? We went from there. All right. I had asked you earlier in the deposition about whether you had any knowledge in that -- with the AG's investigation in the '80s and with any attempt by any agency or entity to make this Anniston site o CERCLA site. Remember those questions? Uh-huh {indicating yes). Is that a yes? Yes. That was a long time ago, and I know that was poorly phrased. What I'm getting at is do you have any knowledge that at any point in time Monsanto made any reporting requirements to indicate that this may be a CERCLA site? MR. COX: Object to the form. I don't know of anything that Monsanto did that would indicate it was a CERCLA -----------------REGTDNA'r~RER0RTTNG-5EftVICE, INC! 1 Q. 2 3 4 5 A. 6 Q. 7 8 9 A. 10 11 12 Q. 13 14 15 16 A. 17 18 19 20 21 22 23 129 We know from the press release that Alabama Power did some notifying. But do you know if anyone from Monsanto did any notifying to EPA? I don't know when or if that occurred. If it did in fact occur, who would have been the most likely candidate to do that? It would have been Bill Defer or Robert Jones. They have the responsibility to interface with the agencies. As a general matter in your role as a director of remedial services, is that something you get involved in, interfacing with the agencies? It depends on -- If We are dealing with a plant site, the plant has the responsibility to interface with the agencies on all regulatory matters because they do that on a daily basis. If we are dealing with a site that is not associated with a particular plant, then one of my managers would be the "REG'IBNA'iniEPOHI 1NG SLHViCt, INC. 1 2 3 4 5 6 7 8 9 Q. 10 11 12 13 A. 14 q. 15 16 17 18 A. 19 q. 20 21 22 23 131 doesn't matterMR. COX: Instead of wasting your tape, let's go off. {Discussion held off record.) (Plaintiffs' Exhibits Numbers Nine and Ten were marked for ldentification.) VIDEOGRAPHER: Back on the record. Mr. Foresntan, we were talking about the consent agreement, which is marked as Plaintiffs' Exhibit Eight. Have you had a chance to review that document? Yes, I have looked at it. Was that document signed by you on behalf of Monsanto? Mr. Foresman, is your signature on Exhibit Number Eight on behalf of Monsanto? Yes, it is. Tell me when you first got involved in negotiating what was finalized and put down on paper as the consent order. When did you first get involved with that? REGIONAimEPURTIMG' SERVICE, INC.------------------- 1 2 q. 3 4 5 6 A. 7 Q. 8 A. 9 Q. 10 11 12 13 14 15 A. 16 17 18 Q. 19 20 21 22 A. 23 128 site. Do you know of anything that any other agency or entity did to suggest or recommend this Anniston facility become a CERCLA site -- I don't -- -- at any point in time? I haven't seen anything. Have you personally had any contact with anybody at EPA regarding the Anniston site other than I believe you said there was a meeting sometime in '96 that you attended where there were representatives present? I haven't had any discussions with EPA on that other than that I participated in that meeting. Do you know whether anybody with Monsanto notified EPA about Monsanto taking back this land from Alabama Power? My assumption would be that that was done, but I don't know. KttilUNAL REHQRI1NG SERVICE, INC- 1 2 3 q. 4 5 6 A. 7 Q. 8 9 10 A. 11 Q. 12 13 14 15 16 17 Q. 18 19 20 21 22 23 A. 130 responsible person for interfacing with the agencies. So with respect to Anniston, since we are dealing with a particular plant. that wouldn't be your role? No. Do you know whether Monsanto had any Involvement in drafting the press release prepared by Alabama Power? That I don't know. I want to switch gears with you and talk with you about this consent order. Let me get a copy of that marked. (Plaintiffs' Exhibit Number Eight was marked for identification.) I'm going to hand you -- I'm going to hand Buddy what has been marked as Eight. I should have that done first. Always give it to the lawyer first. Do you need some time to go off the record and review it? I can be on the record and read it. It REGIONAL REPORTING SERVICE, INC 1 A. 2 Q. 3 4 5 A. 6 7 8 q. 9 A. 10 Q. 11 A. 12 Q. 13 14 15 A. 16 17 18 19 20 21 22 23 132 In late '95 or early '96. What role or what responsibility did you have with respect to negotiating with ADEM on this issue? I was the Monsanto representative that negotiated with ADEM for this consent agreement. What does the consent agreement cover? I can read -- Just -- -- the requirements. Rather than read the requirements, just in general, what are we talking about that is governed by the consent order? Well, I'd have to -- In order to state that specifically, I'd have to read the conditions of the order, and they are very long. But essentially the order requires us to do additional sampling in areas as defined in the appendix and discuss those samplings with the residents that are identified, the people that owned those properties, and REGIONAL REPORTING SEjmCETTNC. ADAD21-010699 HARTOLDMONOQ31676 1 2 3 Q. 4 5 6 A. 7 B 9 10 11 12 13 14 Q. 15 16 17 IB q. 19 20 21 A. 22 23 133 to take actions in accordance with the order. And what brought about the consent order? What necessitated this consent order? The consent order was brought about by the fact that we had done additional sampling off the plant site that indicated there were PCBs off the plant site and in areas where there were houses, and ADEN wanted us to agree to a plan for going forward to address those issues. And what would happen if Monsanto refused to enter into an agreed consent order on this Issue? MR- COX: Object to the form. Would you be subject to possible fines by ADEN? MR. COX: Object to the form. Obviously they are a regulatory agency. They have all sorts of powers to require us, either through themselves or through REGT0NAT~R'EPtJRTTR5--SERVl'CE^TNCn------------------- 1 2 3 4 Q. 5 6 7 A. 8 9 10 11 q. 12 13 A. 14 15 16 17 18 q. 19 A. 20 21 22 23 135 the particular addresses and houses of residents involved. It is all in the agreement. What was -- Strike that. When was the additional testing off the plant site performed? It doesn't say exactly here. It just says it was done, and that was the basis of this agreement, so it was done prior to this March '96 when this was signed. Were you involved in that additional testing or in overseeing that testing? People in my organization were involved in developing -- along with the plant, in developing a plan to do the testing that subsequently resulted in all that testing to be done. What prompted the testing to be done? I guess it was the west end Landfill issue and the fact that they had analysis of PCBs in the Landfill, and then there was sampling done on the east drainage ditch area that indicated PCBs. REGIONAL"REPORTING"SERVICE,""INC. 1 A. 2 Q. 3 4 A. 5 q. 6 7 8 A. 9 q. 10 11 12 13 A. 14 15 16 17 Q. 18 19 20 21 22 A. 23 137 Yeah, '96 maybe time frame. Does she do any consulting work for Monsanto presently? Not that I'm aware of. All right. So this testing was done, and additional PCBs were found in the neighborhood; is that accurate? That's correct. And as a result of that Monsanto came up with a plan to remediate that contamination; is that right? MR. COX: Object to the form. No, Monsanto came up with a plan to further investigate and decide what was appropriate. And that is what this consent agreement states. And let's back up. Before the consent agreement was put on paper and finalized, I'd like to know what negotiations or discussions were you involved in with ADEM on this issue? I really wasn't. I had very limited discussions with ADEM on this issue. REGro`NAL"REPORTING"SERVTEETITfCT------------------- 1 2 3 4 5 6 7 8 9 10 Q. 11 12 13 A. 14 Q. 15 16 17 A. IB q. 19 A. 20 21 22 23 134 the Attorney General's Office, to do things. A consent agreement is designed to state the conditions that and activities that ADEM wanted to be performed, and we reached an agreement that we would perform those activities. So it was a form or a way to frame an agreement where we could go forward on this investigation. And this investigation is different than the west end landfill investigation that we have been talking about, correct? This was done after, correct. And this investigation involves an area greater or larger than just the west end landfill, correct? That's correct. What area specifically does it involve? I would have to go in here and look at the exact -- It is defined in the document, and there are specific attachments one, two, and three, which talk about the area that is involved and REGIONAL REPORTTNG^SERVlGtj INC7 1 Q. 2 3 4 5 6 7 A. 8 q. 9 10 11 12 A. 13 14 IS Q. 16 A. 17 q. 18 A. 19 Q. 20 A. 21 Q. 22 A. 23 Q. 136 And based on the fact that ALabama Power during their investigations had found these PCBs or percentage of PCBs and then you guys got back this property, it prompted further testing to be done; is that accurate? That's accurate. All right; And the people in your organization that would have been involved in planning and testing, who would those be? Jo Hanson was involved, and I'm not sure of the exact timing of Alan Faust, but Alan Faust was involved in that. Is Jo Hanson still in St. Louis7 No. She is retired. Where is she living? Florida. Do you know where in Florida? No, I don't. South Florida. When did she retire? I'm trying to think of the exact time. Within the Last couple of years? REGIONAL REPORTING SERVICE, iHCT 1 2 3 q. 4 5 A. 6 7 Q. B 9 A. 10 11 q. 12 13 14 15 16 17 18 19 A. 20 21 q. 22 A. 23 138 The discussions were handled by my people in the plant. Jo Hanson or people in the plant such as Alan? Alan, Robert Jones, and others on this team. Do you remember any specific meetings that you were involved in with ADEM? I was involved in the March 8th meeting. and that was it. Actually there may be one other. I'll just refresh your memory on March 6. I'm going to hand you what has been marked as Exhibit Nine. It is a sign-in sheet from a meeting that took place in Oxford, Alabama. I believe on the second page you will find your signature. This was the hotel meeting that we talked about earlier where -- That is a separate meeting? This was the meeting where ATSQR and EPA and -- I didn't know the date, but that REGIONAL' REPORTING SERVICE, INC. ADAD21-010700 HARTOLDMON0031677 1 z Q. 3 4 5 A. 6 7 Q. a 9 A. 10 11 Q. 1Z 13 14 15 16 17 A. 18 19 20 Z1 Q. ZZ 23 139 was March 6th. And then Exhibit Ten dated March 8th, what is that meeting? Is that the one dealing with the consent order7 This was in -- Is this the meeting in Alabama -- 1 mean at ADEM7 All it says is RCRA compliance branch. informal conference participant list. Steve Cobb, yes, right. That was the meeting with ADEM on the Bth. So let's backtrack Just so I understand the difference between these two meetings. Exhibit Nine -- Let's just confirm on Exhibit Nine that page two does have your signature that you were in attendance. This is Exhibit Nine. It says Monsanto meeting, Oxford, Alabama, sign-in sheet. March 6, '96. The second page has my signature. Yes, I was there. Okay. And the meeting that was held in Oxford was a meeting we talked about earlier where there were representatives REGIONAL REPORTING S ERVTCETTRtn . 1 Q. 2 3 4 5 A. 6 Q. 7 8 9 A. 10 Q. 11 1Z 13 A. 14 Q. 15 16 17 A. 18 Q. 19 20 A. 21 Q. 22 A. 23 Q. 141 Okay. And then the meeting which is reflected with the sign-in sheet on Exhibit Ten is just between Monsanto and ADEM only on the Bth? That's correct. Okay. And in that meeting on the 8th, that is when the consent order was actually signed and entered? Correct. All right. Were members of the public invited to attend either the March Bth meeting or the March Bth meeting? That I don't know. Did you see anybody on the sign-in sheet that appears to be just a general member of the public? I don't see anybody. How about on the meeting between Monsanto and ADEM -- No. -- on the 8th? No. . It would certainLy just be the two of REGIONATREPO RTTNG"S EHV1C L, INC. 1 2 A. 3 4 5 Q. 6 7 B A. 9 Q. 10 A. 11 Q. 12 13 14 A. 15 16 17 IB 19 q. 20 A. 21 Q. 22 23 143 the neighborhood? The only discussions that I've had with Steve Cobb were in the meeting on the Bth. How about John Poole? Have you had any discussions with Mr. Poole outside of the meeting on the Bth? No. How about Mr. Brian Hughes? No. I can shortcut it. Have you had any discussions with anybody at ADEM other than at the meeting on the Bth? No, I have not. I went to the meeting on the Bth as a representative of Monsanto, as an individual that could sign and commit the company to the consent decree. Okay. And that was my function. Are there only certain individuals within Monsanto that can sign on behalf of the company to commit them to a RHGTONA'L-REPORTING-SERVTC'Er^t'iC"------------------- 1 2 3 4 5 A. 6 7 q. 8 A. 9 Q. 10 11 12 13 14 A. 15 16 17 18 19 20 Z1 22 23 140 of ATSDR and ADEM and Monsanto. And that was the meeting -- Was that limited to talking about the west end landfill. or was that -- No. That was dealing with the issues that -- the bigger issues. With the neighborhood? Correct. So in that initial meeting on the 6th, at that point in time the feds were still involved with respect to the issue? MR. COX: Object to the form. The meeting on the 6th, as I mentioned earlier, was a meeting of the interested parties, EPA, ATSDR, ADEM, and Monsanto, to discuss the program of what is planned to do going forward. And at that meeting there was a discussion about what Monsanto had planned to do going forward with this issue and how ADEM was going to manage it. And so that was that meeting. REGIONAL REP OR 1`ING-SERV ICE, I NCI 1 2 A. 3 Q. 4 5 6 7 B A. 9 10 11 12 13 14 15 16 Q. 17 18 19 A. 20 21 Q. 22 23 142 you? Right. Since this problem dealt with the neighborhood was there ever any time before the consent order was entered that Monsanto had discussions with the neighbors regarding their proposed plan? I don't know exactly what discussions were held between Monsanto and the neighbors on this plan. But my assumption is there was sampling done in this area on property that we didn't own prior to this, that they would have had discussions with those people and involved in order to do the sampling. But you don't have any knowledge one way or the other as to what specific discussions were held with whom? No, I don't know what -- Again, the team managed that at the plant. All right. Have you had any discussions with Stephen Cobb regarding the investigation of the contamination in RLG10NAL RLP0R1ING SLRVICL,...INC".'" 144 1 2 A. 3 4 5 6 7 B Q. 9 10 11 12 13 14 A. 15 16 17 Q. 18 19 20 21 22 23 consent decree? There are certain individuals in the chain of command in Solutia, Monsanto at the time, that could do this, and I was -- this fell under my organization. And I was the appropriate individual to do that. Okay. In your role as director of remedial services for Monsanto or Solutia, are you aware of any remediation where you were allowed to leave one part per million on residential property of PCBs? Well, we don't have any sites that we own that is residential property, per se. Okay. Maybe my question wasn't clear. Let me restate it. In a situation where it is determined that a neighborhood has some contamination of PCBs in the soil such as this case where you have entered a consent order, are you aware of any situation where Monsanto was allowed to ---------------- HLGIONATHEPORTING SERVICE, INC. ADAD21-010701 HARTOLDMON0031678 1 2 3 A. 4 5 6 7 Q. Q A. 9 10 11 12 13 14 15 16 17 IB 19 20 21 22 23 145 leave one part per million Dn residential property, of PCBs7 Again, we don't have any issues where we have had residential property that deal with PCBs other than the Anniston faci lity. Right. Well, I mean -- So this is it? So the issue is moot. The federal regulations say -- Federal regulations say It Is acceptable. The exposure level of PCBs in soil on residential property is one part per million. In a -- Well, actually it is higher than that. It is ten parts per million. One part per million is the ADEM standard. The federal standard for industrial property Is twenty parts per million. So those are the standards. We don't have an issue where we have residential property that we are dealing with other than at Anniston and those residences, et cetera, as we have done here, and we have acquired those REGIONAL reporting SERVICE, IMe. 1 2 Q. 3 4 5 6 A. 7 q. 8 9 A. 10 11 12 13 14 15 Q. 16 17 18 A. 19 20 21 22 Q. 23 145 properties. Who determined how extensive the investigation should be as far as which properties to examine to determine levels of PCBs on the properties? ADEM. Did Monsanto make any recommendations as to how extensive that area should be? I think the agreement was based on a sampling level that was done and the samples were taken, and then it was discussed with ADEM as to where you have non-detects or one part per million or five or such. I guess what I'm trying to figure out is did Monsanto have input into where the sampling was done initially? I assume we had input into -- based on what we found. Here is what we found. and we are going to continue to move the sampling out until you get lower levels. And do you know how extensive the sampling ended up being, how far out it ' 1 2 A. 3 4 5 Q. 6 7 A. 8 9 10 Q. 11 12 13 14 15 16 A. 17 18 19 20 21 22 23 147 went in the neighborhood? It is fairly extensive. I don't have the physical dimensions in front of me and such. But the buy-out program was limited to a certain area around the plant, right? The buy-out program was done based on the fact we needed to acquire property in order to do the remediation. But if for example there was a person who had Levels of two parts per million on their property and it wasn't part of what Monsanto needed to do the remediation, Monsanto didn't take any action? On a specific piece of property, I don't know all the details, so that is hypothetical. I do know that if the property, regardless of the levels, was within an area that we felt we needed in order to do the remediation, we included that in the buy-out program and offered people the chance to be bought out. REGIONAL REPORTING SERVICE, INC.------------------- 148 1 2 3 4 5 6 7 8 9 10 11 1 12 13 14 15 16 17 18 19 20 21 22 23 Q. A. Q, A. Q. Some accepted and some didn't. So Monsanto made a determination as to what they needed for the remediation program they established? Right, we did that. But there were other levels that were essentially clean if you got to a certain point. ADEM said that was clean and didn't need to be. And then there are the federal requirements of ten parts per million and twenty in the industrial environment. So would it be true based on what you said earlier that Anniston would be the only place that you are aware of in your work in remediation where Monsanto has bought out residences near a facility? MR. COX: Object to the form. Anniston is the only place where we are dealing with PCBs and the issue of acquiring property for remediation of PCBs. So the only place where Monsanto has ---------------- REGIONAL REPORTING SERVICE, INC. 1 2 3 4 A. 5 6 7 Q. B A. 9 10 Q. 11 12 A. 13 14 Q. 15 16 17 18 A. 19 20 21 22 23 Q. 149 ever purchased property where PCBs has been an issue is in Anniston, Alabama, true? It is not that easy. We are talking about houses and individuals. That would be yes. All right. We Have bought other pieces of industrial property. And I'm limiting my question to residences. Residences and PCBs, Anniston is the one I have worked on. Are you aware of any other chemical other than PCBs which has contaminated a neighborhood and been part of a remediation buy-out program by Monsanto? We have purchased some property where we had -- where we had some TCE in ground water, farm property. We purchased some property there at one particular site. but -- Where was that located? 'R'EGTONA'L"REP'ORTING_S'ERVrC'E~IN'CL------------------- 1 A. 2 q. 3 4 5 6 A. 7 B Q. 9 10 A. 11 12 q. 13 14 A. 15 Q. 16 17 A. 18 19 20 Q. 21 22 23 150 That was in St. Peters, Missouri. And TCE, that is the same thing that was an issue in the Woburn, Massachusetts case that the movie Civil Action was made about? Is that the same chemical? TCE at Woburn was the Grace superfund site. Right. But TCE was the same chemical in issue there? ' It was one of the chemicals in issue there. In that St. Peters area how much property was bought out? Do you know? Approximately a hundred and fifty acres. Was it just one person's property or several people? I think there were two, a couple of pieces of property purchased over several years. Are you aware of any other residences that have been bought out by Monsanto due to any chemical contamination other than what we have discussed? REGIONAL REPORTING SERVICE,-1TKTT ADAD21-010702 HARTOLDMON0031679 1 A. z 3 Q. 4 A. 5 6 7 a 9 10 11 Q. 12 13 14 A. 15 16 Q. 17 18 19 20 21 A. 22 23 Q. 151 I -- You know. I'm not familiar. He may have but -- You can't recall after all this time? I mean, we -- Monsanto and Solutia is involved in a tot of superfund sites and other off sites. We are a small PRP in a lot of sites. The PRP group may have done some of that. Again, I'm not familiar with all the details of all those particular sites. Have you heard of a gentleman named Neil Daniel with the department -- Alabama Department of Public Health? The name is vaguely familiar, but I don't know the individual. Was there any request by the Alabama Department of Public Health that Monsanto do more testing before any property was purchased that you are aware of? There may, may not. I don't know the detaiIs around that. Someone else in your group would have 1 2 3 4 5 Q. 6 7 A. 8 9 Q. 10 11 12 ; 13 A. 14 15 Q. 16 17 A. 18 19 20 21 22 23 153 We have landfills associated with it. When you say largest, in terms of physical square footage or such, I don't know. No. I mean the largest level of PCBs found in a neighborhood. Again, I don't know if that is true or not. Do you know of any other place in the country where PCBs have beer found at the levels that have been found in this neighborhood? I'm aware General Electric has quite a few sites. And they are a customer or were a customer of Monsanto? General Electric was a customer of Monsanto, that's correct. They used our product. MS. MAL0W: We need to take a break because that stack of documents your lawyer gave me before the deposition, I have 1 2 3 4 5 6 7 8 9 10 Q. 11 12 13 14 15 16 17 > 18 A. i 19 --` 20 21 Q. 22 23 155 here then and reserve the right to continue it. THE WITNESS: Is that acceptable, Buddy? MR. COX: Yeah. You have meetings tomorrow and probably no way to cancel them. We will get you there and deal with tile other issues. Mr. Foresman, we were talking earlier about various discussions that you were involved in with Alabama Power regarding whether or not Monsanto was going to agree to take back this property and be in charge of the management of the remediation of the property. Do you reca11 that7 We had discussions about our negotiations to take back the property, yes. During those discussions was it ever indicated to Monsanto by Alabama Power that they believed that the 1 2 A. 3 4 5 6 Q. 7 8 9 10 A. 11 12 13 Q. 14 15 16 17 18 19 20 A. 21 Q. 22 A. 23 152 handled that? Yeah. My rote is an oversights role for this, that people on the team had the day-to-day interface with the regulators and the public to manage these issues. Is the Anniston site the largest PCB contamination in a neighborhood that you are aware of? MR. COX: Object to the form. Can you rephrase your question? You said largest PCB site in the neighborhood. I will restate It. Is the Anniston plant and the area surrounding the Anniston plant and the contamination that has been found in the neighborhood the largest PCB contamination you are aware of? MR. COX: Object to the form. In terms of what? In the country. I don't know that or not. The Anniston plant is a plant that manufactured PCBs. 154 1 some questions on those and 2 will need to get those and 3 ask you some questions about 4 that. Let's go off the 5 record. 6 (A break was taken.) 7 MS. MALQW: Mr. Foresman has 8 indicated that he is going to 9 have to leave the deposition 10 to catch a flight. Given 11 that and also given the fact 12 that we have some additional 13 documents that we need to ask 14 you some questions about, we 15 reserve the right to continue 16 this deposition. What time 17 do you need to leave. 18 Mr. Foresman? 19 THE WITNESS: I would like to 20 leave about 5:15. That is 21 6:15 Atlanta time. We lose 22 an hour going to Atlanta. 23 MS. MAL0W: We will get you out of REGIONAL "REPORTING"SERTOf;.. INC. 1 2 3 4 5 A. 6 7 Q. 8 A. 9 10 11 Q. 12 13 14 15 16 A. 17 18 19 20 21 22 Q. 23 156 environmental conditions on the subject land and the circumstances of the ownership and landfill operations make Monsanto liable under CERCLA? They may have. I don't -- I mean, you know -- Wouldn't it be true -- I don't know if that was really relevant to the discussion that we had at the time. But the question I have for you is whether or not Alabama Power took the position with Monsanto that in their opinion Monsanto had liability under CERCLA for this site? They may have said that. They could have -- I mean, obviously the landfill was Monsanto's responsibility. Whether it is under CERCLA or RCRA or some other regulation is just a hypothetical. It could he under any. Let me ask you this: If in fact the subject site fell under CERCLA, would REGIONAL REROUTING SERVICE'; "INC. ADAD21-010703 HARTOLDMON0031680 1 2 3 4 A. 5 6 7 Q. 8 9 10 A. 11 Q. 12 A. 13 14 15 16 17 18 19 20 21 Q. 22 23 157 the cleanup costs be far greater to Monsanto than if it was governed under RCRA7 It really depends on who you are working with and such. You can't draw a broad generality in this particular case. What is the reason that Monsanto preferred for this site to be treated as a RCRA site -- Well -- -- as opposed to a CERCLA site? I don't know that we preferred one or the other. The issue was we had responsibility for the landfill that was on the property that we took back. In taking the property back, it became a contiguous part of the Anniston plant that had an existing RCRA permit, so that was the format that it was regulated under. But the whole discussion was Alabama Power had land that they had swapped other land for back in the '60s. And REGIONAL REPORTING SERVICE, INC. 1 2 Q. 3 4 5 A. 6 7 8 9 10 11 12 13 14 15 16 17 Q. IB 19 20 21 22 23 159 pursue that. What is your understanding of why they didn't go that route? MR. COX: Object to the form. I don't know why they would because they would have to expend the funds up front for all the work and then get attorneys involved and sue each other, which is a non-productive process. So they chose to come to us and say, "We have this issue. We would like for you to consider taking it back and managing it." And we said yes. And that is where 1 became involved in this process. in facilitating the transfer of the property back to Monsanto. If in fact they had gone that route. even though you think it may have been a non-productive process, wouldn't it have ended up being a larger bill that Monsanto had to pay down the road than Monsanto Is having to pay under this process? lfffiraNA'i."reporting snwrrrriiTCT 1 2 A. 3 4 5 Q. 6 7 8 9 10 11 A. 12 13 14 Q. 15 16 A. 17 18 Q. 19 20 21 A. 22 Q. 23 161 plant? ' Well, as it turned out essentially with us taking the property back, that was an option we had, correct. And it was to your advantage to exercise that option rather than having Alabama Power go to the authorities and seek reimbursement from you guys through CERCLA? MR. COX: Object to the form. Alabama Power didn't do that. They asked us to take the property back, and we took the property back. But that was one of the discussion points, wasn't it? It wasn't a discussion point that I had with Alabama Power. Do you know if it was a discussion point that Alabama Power had with anyone from Monsanto? That I don't know. Is it your position that there was no advantage to Monsanto to keep this site TTEG'rON'A'C_REPORTING"'SERVTCEr INC': 1 2 3 4 5 6 A. 7 Q. B 9 A. 10 11 12 13 14 15 16 Q. 17 18 19 20 21 22 A. 23 153 Alabama Power could have simply maintained that land and had the site treated under CERCLA and then sought reimbursement from Monsanto through that process, couldn't they? Retained what property? The property that Monsanto took back, the west end landfill. Obviously Alabama Power had the opportunity to do anything they wanted. They chose to come to Monsanto and say. "We have this issue that we found this material. Would you consider taking the property back and manage the issue7n And we said yes, we would. Wasn't one of the discussion points between Monsanto and Alabama Power the fact that if Alabama Power took the lead they could have the site go under CERCLA and then seek reimbursement from Monsanto for the liability? That's an option if they wanted to pursue that. They didn't choose to REGIONAL" REPOHTlNG-^ERtf ICE. INC7 1 2 A. 3 4 Q. 5 6 7 A. B 9 Q. 10 11 12 13 A. 14 15 16 17 Q. 18 19 20 21 22 23 160 MR. COX: Object to the form. That is a hypothetical. I don't have the basis to comment on that. You have familiarity with your role at Monsanto and Solutia in dealing with superfund sites, right? We have superfund sites we are managing, correct. In general the type of expense and burden, financial burden, is greater when a site is a superfund site, isn't it? In broad generalities, right. But on a specific basis it may or may not be. It depends on how many players ore involved, et cetera. And wasn't one of the other discussion points between Alabama Power and Monsanto that Monsanto's ownership of the property would allow the investigation and remediation to take place under the RCRA corrective action the same as the rest of the Anniston REGTaNAI_RIPOfiTl,NG'"SERVIOE,,_TNCT 1 2 A. 3 Q. 4 A. 5 6 7 a 9 Q. 10 11 12 13 A. 14 15 16 17 18 19 20 21 22 23 162 as a RCRA site? Versus -- A CERCLA site. Obviously the advantage of doing it under RCRA is that we had an existing RCRA permit and could manage it along with the rest oh the plant with that permit. So that's the advantage. And you could also continue to work with ADEM, with whom the Anniston plant had been working on other issues over the years? Well, ADEM manages the RCRA program. ADEM also has a CERCLA program. So you could work with ADEM under CERCLA. So you choose. MS. MALOW: Buddy, can we get a stipulation that documents that you have provided to us today are the business records of Monsanto and Solutia7 MR. COX: The -- REGIONALHTEPORTING SERVICE, INC. ADAD21-010704 HARTOLDMON0031681 163 1 M5. MALOW: Everything other than 2 the testing that was Alabama 3 Power? 4 HR. COX: Some of the documents 5 were -- I will agree with you 6 that the documents from the 7 1993 time frame were 8 documents that Monsanto 9 either prepared, either 10 Mr. Foresman or Mr. DeFer or 11 Mr. Jones prepared and sent 12 to Alabama Power Company or 13 were documents prepared by 14 Alabama Power Company and 15 sent to Monsanto and received 16 in the normal course of 17 business. IB We will agree with you 19 that the settlement agreement 20 that is signed is an 21 authentic copy, a full copy, 22 a complete copy of the 23 settlement agreement, and ----------------REGIONAL REPORTl'NETI-HV ICE, INCI 165 1 2 3 4 5 6 7 8 9 Q. 10 11 12 13 14 15 16 17 IB 19 20 21 22 23 identify them as, Is those documents -- M5. MALOW: But they came from the business files of Monsanto? MR. COX: They came from the records of Monsanto, yes. MS. MALOW: Okay. That expedites something. I want to show you a couple of handwritten notes and see if you know whose handwriting these are. MR. COX: You don't have to mark them. We can go off the record if you want to. MS. MALOW: Let's do this real quick. I want to do a bulk mark of these rather than marking these individually as the next at exhibit. MR. COX: Is that all -- That is the exchange of correspondence. I think that also includes the appraisals -----------------REG'iaNA'ITKEPOItl INS' SLRVICETINtr: 167 1 landfill. I don't know if 2 that is complete or not. To 3 the best of my knowledge and 4 ability it is. But I had a 5 short time frame to gather 6 the documents up. But that 7 is what I gave you. 8 MS. MALOW: And the stipulation 9 that we have talked about 10 with respect to the business 11 records are encompassed by 12 what is now marked as 13 Plaintiffs' Exhibit Eleven. 14 MR. COX: Right, with the 15 understanding that some of 16 this stuff is not Monsanto's 17 records. 18 MS. MALOW: We have agreed that 19 the Alabama Power Company 20 correspondence back and 21 forth -- 22 MR. COX: Was received. 23 MS. MALOW: -- would be Monsanto -----------------REGI0NATTREP0RI1NG SERVICETINUI 164 1 that the deed that was signed 2 by Mr. Foresman and recorded 3 is the deed that purported to 4 reflect the transfer. 5 And the press releases 6 and stuff that came from 7 Alabama Power Company, those 8 are just Alabama Power 9 Company documents. We 10 received them, but they 11 weren't anything we had to do 12 with, any exchange that we 13 had with them. 14 MS. HALOW: And there are also 15 some internal memos. 16 MR. COX: Oh, and the internal 17 memo approving the 18 reaquisition of the property. 19 we will agree that is an 2Q authentic Monsanto document 21 and that those appraisals are 22 what we have from the 1960s. 23 But that is all I can --------------- REGIONAL REPORTING SERVICE, 1NL.------------------- 166 1 from the '60s -- well, not 2 appraisals but I guess land 3 valuations from the '60s. 4 There is a dollar value 5 reported. 6 (Plaintiffs' Exhibit Number 7 Eleven was marked for 8 identifi cation.) 9 MS. MALOW: And just for the 10 record. Buddy, we have marked 11 ' as Plaintiffs' Exhibit Eleven 12 the documents that you 13 . produced to us today in 14 response to the subpoena 15 duces tecum and document 16 request list. 17 MR. COX: It was just a document 18 request, but in my agreement 19 with DonaLd to produce what I 20 could produce and find on the 21 exchange of property with 22 Alabama Power Company 23 involving the west end REGI0NAT-KEF0RI1NG SERVICE, INc. 1 2 3 4 5 6 7 B Q. 9 10 11 12 A. 13 Q. 14 15 A. 16 Q. 17 18 19 A. 20 Q. 21 22 A. 23 168 business records. MR. COX: Was received in the normal course of business by Monsanto about the date and time that it was purported to be sent. MS. MALOW: Okay. Now, Mr. Foresman, if I can find these again, do you know whose handwriting is on those pages which are part of Plaintiffs' Exhibit ELeven7 No, I don't. Okay. Have you ever seen either of those documents? No, I have not. All right. Do you have any knowledge regarding parathion that was found in a pit on this west end landfill site? No. Is that what it says7 There is just a sentence about confirmed parathion in pit. I don't know anything about confirm parathion in pit. REGI0NAL""REPORi 1NG SERVICt, iNC. ADAD21-010705 HARTOLDMON0031682 1 Q. 2 3 4 5 A. 6 7 6 9 10 11 12 13 14 15 16 17 IB 19 20 21 22 23 169 Okay. Did you personally meet with any neighbors or have any discussions with any neighbors of Monsanto regarding any of the issues we have discussed today? No, I did not. MS. MALOW: Just given the time, that it is five o'clock and he needs to leave in the next fifteen minutes, let's just stop here. And I will reserve the right to ask you further questions regarding the documents produced to us today. MR. COX: And I can't promise that we can get him back here. MS. MALOW: I understand. MR. COX: We are on a short time frame, so whether we can do anything between now and March 15, I guess we can see. You need to took at the documents and see if there is REGIONAL REP0RT1NG""SERVICE, INC' 171 1 1 do hereby certify that the witness 2 whose attached deposition was taken before me 3 was by me first duly cautioned and sworn to 4 tell nothing but the truth in the cause 5 aforesaid; that the testimony contained herein 6 was by me reduced to writing in the presence 7 of said witnesses by means of stenography and B afterwards transcribed by means of computer 9 aided transcription. The foregoing is a true 10 and accurate transcript of the whole of the 11 testimony given by said witness, as aforesaid. 12 I do further certify that I am not 13 connected by blood or marriage with any of the 14 parties or their attorneys or agents and that 15 I am not an employee of any of them, nor 16 interested in the matter of controversy. 17 IN WITNESS WHEREOF, I have hereunto set IB my hand and affixed my notorial seal at 19 Gadsden, Alabama, County of Etowah, in 14th 20 day of March 1999. 21 22 23 170 1 something significant, and 2 maybe we can reconvene by 3 telephone for a brief period 4 of time. 5 MS. MALOW: I'm sure Buddy and I 6 can work it out. Thank you 7 for your time. B VIDEOGRAPHER: Deposition is 9 adjourned as stated. The 10 time is five p.m. 11 {The deposition concluded at 12 5:00 p.m.) 13 14 15 16 17 IB 19 20 21 22 23 REGIONALREPOKI ING SERVICE, INC. 172 ADAD21-010706 HARTOLDMON0031683 FORSMAN.TXT `5 41:15 '61 27:21 '67 15:9 'BO 59:13 '03 60:6 '90 59:13 1 1000 1:18 10300 9:9 130 3:10 131 3:11,12 14 3:5 14th 171:19 166 3:13 171 2:18.5 1900s 26:5 1920s 100:15 1960 24:22; 26:7; 20:16 1960s 74:18; 164:22 1961 20:6; 55:22; 100:16 1:18 1:15; 4:9 2 2000 2:4 20th 2:8.5 23rd 96:10 2:16 62:8 2:28 62:11 2:52 85:20 2:56 05:23 3 3-7-2001 171:23.5 35203 2:9 35901-0755 1:22.5 3:20 99:23 3:45 116:15 4 4 1:16; 2:17.5; 4:8; 5:1 400 2:8.5 4th 5:11 5 5 3:3,4 500 1:18; 6:2 5:00 170:12 5:15 154:20 6 6 138:12; 139:19 62 3:6 63167 9:10 68 3:7 6:15 154:21 6th 139:1; 140:9,14; 141:11 7 7 2:23 700 2:4 755 1:22 77002 2:4.5 8 88 3:8 8th 138:9; 139:2,10; 141:4,6,12, 21; 143:4,7, 13,15 9 93 3:9 A abandoned 38:12; 39:8; 43:13 ABERNATHY 1:3.5; 5:16 accepted 14B: 1 accordingly 83:12,13 accurate 36:2; 65:15; 136:6,7; 137:7; 171:10; 172:4 acquire 147:8 acquired 41:16; 54:16; 56:17; 145:23 acquiring 45:18; 107:21; 148:21 acres 150:14 acronyms 82:14 Active 17:16 additives 17:7 addresses 135:1 adjourned 170:9 administer 6:22 admit 112:5 advantage 161:5,23; 162:4,a advantageous 45:9 atfixed 171:18 aforesaid 171:5,11 afterwards 171:8 AG 59:5; 60:8; 61:13; 67:9; 68:7; 69:15 AG's 58:20; 61:16; 65:IB; 68:21; 127:7 agents 171:14 agreeing 109:5; 120:3 agreements 73:19; 75:13 AGs 68:1 aided 171:9 al. 1:3.5,7; 5:16,18 Alabama-at-L arge 171:23 Alan 110:13; 136:13,14; 138:4,5 alternatives 83:17 American 15:21 amount 18:17; 42:19; 43:18; 55:8; 61:8; 120:11,13 and/or 23:20 anyway 31:16 Apart 77:17 appendix 132:20 application 43:7 apply 43:6 appraisals 154:21; 165:23; 166:2 appreciate 69:11 apprised 108:6 approached 21:12; 23:7 appropriately 106:2; 123:14 approving 164:17 approximately 5:12; 150:14 arising 68:9 Army 15:15, 18,19,20 arrangement 75:21; 119:4,7 arrangements 71:13 arrived 117:13 aspect 96:6 assign 4:15 Atlanta 154:21,22 ATSDR 47:7, 18,21; 49:1; 50:1; 51:13; 53:21; 138:22; 140:1,16 attached 3:15.5; 171:2 attachments 134:22 attempt 127:9 attendance 139:16 attention 93:20 attorneys 7:22; 159:7; 171:14 August 12:12; 115:3 Augusta 121:16 authentic 163:21; 164:20 author 64:16 authorities 84:23; 107:23; 108:13; 161:7 automatically 46:20 aval lab le 94:9 Avenue 1:16 awfuL 112:12 B bachelor's 15:5 background 15:4 backing 124:10 backtrack 139:11 Bank 6:2 bear 115:19 behalf 70:20; 131:15,17; 143:22 believed 155:23 below 172:4.5 benefit 45:15 BENSON 2:3.5 besides 118:12 better 124:16 between 14:5; 20:5; 37:3; 42:13; 59:13; 72:14; 79:7; 80:15; 97:2; 115:3,14; 116:18,20; 139:12; 141:3,18; 142:9; 15B:17; 160:18; 169:20 bigger 140:6 bill 21:2; 49:13; 99:18; 100:5; 114:16; 121:8,14; 129:9; 159:20 billion 29:13 bills 102:20 Billy 95:22 blessing 87:16,18 Bliss 105:9 Bob 74:14,16; 75:2,4 Bob's 74:17 bottoms 26:12 Boulevard 9:10 Brian 143:9 brief 170:3 Brio 18:2; 105:12 broad 157:5; 160:13 broader 50:20 broadly 84:9 bucks 120:4 Bui Iding 2:B; 6:3 bulk 165:16 burden 160:10 business 16:23; 22:22; 29:18; 112:7; 126:6; 162:20; 163:17; 165:4; 167:10; 168:1,3 businesses 22:23 businessman 56:10 buy-out 147:5,7,22; 149:17 C cancel 155:7 candidate 1Z9:7 capital 11:22 cassette 116:12,15 catch 154:10 cautioned 171:3 center 79:16 CERCLA 43:23; 44:2,8,9; 47:8; 61:18; 127:10,20, 23; 128:5; 156:4,15,19, 23; 157:11; 158:3,19; 161:9; 162:3,14,15 certificate 2:18.5; 97:22; 172:1 certified 1:13; 6:5; 171:22 certify 171:1,12; 172:2.5 cetera 84:13; 102:16; 145:22; 160:16 chain 144:3 chance 30:20; 62:6,13; 89:5; 93:15; 131:12; 147:23 chemicals 17:7; 26:11; 59:15; 84:17; 100:10; 103:3,14; 125:7,9,16; 126:10; 150:10 choice 45:3; 80:12 choose 39:15; 158:23; 162:16 chosen 45:4; 110:17 chronologies 60:11 CIRCUIT 1:2; 5:19 ci rcumstances 156:2 CIVIL 1:5; 150:4 claim 33:21 Ctair 105:7 clarify 76:22 Clark 2:8 clear 95:9; 144:17 clearance 42:12 CLV5 2:11.5 comfortable 50:3,6 command 144:3 commencing 1:15 comment 160:3 Commission 171:23.5 Commissioner 1:15; 4:7,20 commit 143:17,23 communicatio ns 96:3 compared 120:13 complex 84:9 compliance 139:7 comply 78:20; 83:4 computer 171:8 con 19:17 concern 56:19; 124:19; 126:4 concluded 170:11 cone ludes 116:11 Concurrent 44:13 conditions 132:17; 134:3; 156:1 conference 139:8 confirm 70:19; 139:14; 168:22 confirmed 168:20 Page 1 confusing 8:18 conjunction 86:18; 106:8 connected 171:13 considering 61:17 Consolidated 1:6.5 consulting 137:2 contacts 92:9; 94:7 contain 77:4; 103:11; 123:3,8 contained 29:3,7; 98:18; 99:9, 11; 171:5 containment 39:17; 40:20; 43:20; 102:12; 124:8 contains 71:7 context 65:2 contiguous 47:4; 157:17 contractors 32:18,20 contribution 72:19 controlled 123:13 controversy 171:16 copied 103:18 copies 102:20 copy 130:13; 163:21,22 corporate 10:18,22; 12:2 corporation 12:13 corporations 17:12 Correction 172:5.5 corrections 172:4.5 correctly 78:22,23 cost 55:8; 72:18; 101:20; 102:22; 110:2,17; 112:8,14; 113:6; 115:11,12, 22,23; 116:3,21; 117:6,16,19; 118:3,7; 119:18; 120:1,9 costs 102:14, IS; 110:3; 115:17; 117:4,23; 11B:11,14, 15; 119:9; 157:1 council 11:20 ADAD21-010707 HARTOLDMON0031684 FORSMAN.TXT count 93:20 counterpart 34:15; 37:6; 114:7 country 152:21; 153:10 COUNTY 1:2; 5:20; 171:19 created 105:23; 106:18 critical 111:17 CSR 4:6 customer 153:15,16,17 cutoff 82:23 cutting 102:15 CV-96-Z69 1:6; 5:22 D Daniel 151:12 day-to-day 32:13; 152:4 Debby 6:10 Dehorah 1:13; 4:6; 171:21.5 decide 34:16; 41:22; 44:23; 137:14 decided 22:10; 53:9; 84:21; 106:19; 126:22 deciding 109:9 decree 36:14, 19; 48:20; 49:6; 51:11, 16; 53:19; 143:18; 144:1 deed 14:3; 28:15; 69:22; 70:10,23; 71:16; 164:1,3 defendants 1:8; 2:6; 5:18; 6:20 DeFer 21:2; 49:13; 95:22; 99:18; 100:5; 114:16; 121:8,10; 129:9; 163:10 define 28:17; 40:15 defined 132:20; 134:20 definition 47:5; 83:3; 84:2 deli gated 54:8 depend 112:10,16 depends 19:2; 3S:17; 39:3; 43:5; 44:12, 14; 91:3; 112:1,16; 113:10; 129:16; 157:4; 160:15 depositions 7:13; 105:1, 15 derived 117:22 describe 36:16 described 63:22; 98:4 describes 34:5 descri bing 63:5 description 100:12 designed 101:12; 134:2 desire 21:14; 106:10 despite 65:7; 106:14 detai l 30:20; 103:1 detaiIs 22:8; 32:11,14; 71:8; 93:2; 97:11; 101:4; 147:17; 151:9,22 determining 27:2; 101:8 developed 60:12 developing 135:14,15 develops 85:3 difference 139:12 differently 52:22 dig 28:15 DilLon 1:17; 6:1 dimensions 147:3 direct 35:16; 63:2; 93:1, 20 directed 69:2 director 12:7,15; 75:5; 129:13; 144:8 dirt 42:18 disagree 110:9,12 discussing 96:18; 97:14; 124:14 dispose 81:14; 113:7 disposed 26:21; 27:7 disposing 110:3 dispute 126:17 distance 112:3 distinction 84:5 divide 11:13 divisional 59:17 divisions 12:4 documentation 95:15 dol Lar 71:1; 118:5; 166:4 dollar-wi se 17:21 dol lars 18:13,17,20, 21; 19:9; 24:8; 54:20; 55:9; 102:1, 8; 110:6; 117:14; 118:10; 119:5,16 drafting 130:8 drains 57:12 draw 157:5 duces 166:15 due 150:22 dug 42:23; 81:9 duly 7:3; 171:3 dump 24:19,20 dumped 26:11 dumpster 81:10 Dyer 105:5 E easy 149:4 educational 15:3 effective 112:14; 113:6 effort 18:22; 47:7,14; 101:3 eight 3:10; 118:9; 130:15,19; 131:11,16 eighteen 5:12 Eighty 78:6 Electric 153:13,17 electrical 42:11 electrodes 26:17 elements 90:22 Eleven 3:13; 166:7,11; 167:13; 168:11 eliminating 113:14 ELLEN 2:3; 6:17; 7:21; 87:7 Emelle 41:7, 8,10,20; 57:23; 58:1, 2,7; 78:19; 79:21,23; 80:5,10,21, 23; 81:15; 62:1; 84:14, 15; 109:21; 110:4,18; 111:23; 112:4,5,21; 113:8 employed 9:11,13,18 employee 171:15 encompassed 167:11 ended 81:23; 119:15; 120:3; 146:23; 159:20 enough 53:17 enter 22:10; 133:15 enter: ng 51:10 entire 10:8; 47:10 entities 36:3 entitled 93:21 entity 36:2; 54:3; 63:14; 127:9; 128:3 entry 50:11 environmentatly 61:3 envision 39:23 equal 22:12 erosion 123:12 Esq 2:3,7 essentially 29:6; 52:2; 82:8; 119:20; 125:23; 132:18; 148:6; 161:2 established 148:4 estate 71:3 estimate 54:18; 102:19; 117:23 estimated 102:17; 118:3,7 et 1:3.5,7; 5:16,18; 84:13; 10Z:16; 145:22; 160:16 Etowah 171:19 events 60:11 Everett 78:3, 5,13 EXAMINATION 7:17 examine 146:4 examined 7:4 examining 96:17 example 74:5; 101:16; 147:10 examples 39:16 excavate 42:2; 43:18; 111:5 excavated 80:11 Excavating 82:2 exception 172:4 excess 67:14 exchange 22:2,12; 23:13; 24:6; 35:5,8; 164:12; 165:21; 166:21 exchanged 27:22 exchanges 95:17 exchanging 23:1 excuse 11:17; 29:14,20 exercise 161:5 exhihits 3:15,16; 5:3; 13:14; 131:5 existing 42:6,16; 43:10; 44:20; 45:11; 46:3, 14,20; 79:11; 157:18; 162:5 exists 71:21 expedites 165:7 expend 159:6 expended 18:7,12 expense 160:9 expensive 111:21; 113:18 expires 171:23.5 exposed 90:22 extremely 84:9; 99:7 F F-o-r-e-s-m-- a-n 7:20 face 56:3 face-to-face 114:19 facilitate 80:2; 81:1; 120:6 faci litating 159:15 factors 112:11,13 fairly 147:2 fall 18:16; 46:20; 111:6 fami liarity 160:4 farm 149:20 Faust 110:8; 136:13,14 feasibi lity 64:9; 85:15 feasible 110:21; 111:2,8 feds 44:21; 45:6,7; 53:10; 107:10; 140:10 feed 57:7,10 feeds 111:12 feel 33:16, 18; 106:21 feet 42:18 fell 144:5; 156:23 fellow 64:23 felt 45:22; 55:11; 106:13; 147:20 fifteen 98:9; 169:9 figure 27:14; 59:23; 110:10; 146:15 filing 4:20 fill 42:6,17; 80:16; 115:15 Filter 15:21 finalize 122:20 finatized 131:20; 137:19 financial 160:10 financial ly 45:8 findings 98:12 fine 25:16 fines 133:18 finish 48:9 firm 6:6,11 flight 154:10 Florida 136:18,19,20 focus 101:7 followed 66:19 fol lowing 172:4 follows 7:4 foot 42:17; 79:16 footage 153:3 foregoing ' 171:9; 172:2.5 FdRESMAN 1:10.5,12; 2:22; 4:5; 5:9; 7:2,20, 21; 14:19; 62:12; 66:14,16; 89:1; 93:13; 95:13; 116:17; Page 2 131:9,15; 154:7,18; 155:10; 163:10; 164:2; 168:8; 172:2 Foresman's 95:18 format 8:6; 157:19 forth 1:20; 30:18; 96:4; 167:21 forty 98:12, 15,22; 119:15; 120:4 forward 52:5; 97:9,20; 108:23; 117:5; 133:12; 134:8; 140:IB,21 four 3:6; 6Z:1,4,14, 16,19; 64:17; 65:9; 66:1; 96:14; 98:13; 109:19; 110:6 FRANKLIN 2:7.5 FRIEDMAN 2:3.5 front 30:3; 147:3; 159:6 function 11:20; 143:20 funds 159:6 ---- ----G-------- Gadsden 1:22.5; 6:12; 171:19 Garrett 1:13; 4:6; 6:10; 171:21.5 gather 115:9; 167:5 gears 130:11 General1s 58:13; 66:18; 68:5; 134:1 generalities 160:13 generality 157:6 generator 83:20 gent leman 61:20; 74:6; 151:11 geography 113:11 Georgia 121:16 getting 59:21,22; 96:8; 97:13; 100:20; 112:18; 127:17 giving 106:14 ADAD21-010708 HARTOLDMONOQ31685 FORSMAN.TXT governed 43:23; 44:21; 107:8; 132:14; 157:2 governmental 91:11,16; 92:16; 106:11 Grace 150:6 grantee 72:17 grass 102:15 greater 29:22; 134:15; 157:1; 160:10 grounds 4:15 groups 91:12, 21; 92:4 guy 64:16; 74:14 guy's 63:9 guys 40:13; 44:18; 45:9; 52:10; 75:21; 90:6; 124:12,17; 136:4; 161:8 H half 9:16; 15:22; 19:5; 94:1; 102:1, 8; 119:2 hand 12:21; 62:3; 89:1; 130:17,18; 138:13; 171:18 handing 68:15; 93:13 handling 46:8 handwriting 165:11; 168:9 handwritten 165:10 Hanson 32:17; 86:22; 88:8, 10; 103:22; 104:2; 121:3,5; 124:2; 136:12,15; 138:3 happy 8:19 haul 41:1,2; 43:19; 83:18; 111:21; 112:2 hauled 57:23; 80:18; 82:1; 112:21 hearing 87:21 height 41:23; 42:1,4; 78:20; 79:6, 10,22; 80:22; 81:4, 19,22; 115:14 helping 117:18 helps 30:8 Henry 61:21; 64:23 hereby 171:1; 172:2.5 herein 1:20; 171:5 hereto 3:16 hereunto 171:17 higher 145:13 hillside 96:22 hire 104:10 hired 32:20 hold 10:12 Home 9:7 hope 70:3 hopefully 75:17 hotel 51:7; 138:19 hour 154:22 houses 133:11; 135:1; 149:5 Houston 2:4.5 Hudson 61:21 Hughes 143:9 hypothesis 53:8 hypothesize 69:7 hypothetical 39:19; 75:19; 113:9; 147:18; 156:20; 160:2 hypothetically 40:19; 110:23 I ICS 63:15,17 III 2:7 11 linois 16:1Z impact 93:5 impacted 92:19 implement 85:4,5 Inc 1:21.5 indemnificat- ion 73:19; 75:13 indemnifications 115:16 individually 165:18 informal 139:8 informed 61:12; 68:4; 109:15 initials 63:15 input 87:17; 146:16,18 inquiries 68:7,23; 69:2,12 inspecting 96:19 install 79:4, 10 installation 80:2; 81:1 Instead 131:2 insurance 105:10 intake 65:14 interested 65:21; 125:6; 140:15; 171:16 interface 104:4; 129:11,18; 152:4 interfacing 129:15; 130:1 interfere 111:18 intermediates 11:1; 59:9, 14 internal 104:9,11; 164:15,16 investigate 56:14; 91:7; 124:6; 137:14 investigated 23:20; 58:14; 60:9 invited 141:11 involve 134:18 involves 69:9; 134:14 involving 166:23 itself 69:6; 70:23; 92:8 J Jack 121:22; 122:1 jeopardize 68:9; 69:3 Jo 32:16; 86:22; 88:10; 103:22; 104:1; 121:2,5; 124:1; 136:12,15; 138:3 John 143:5 Jurisdiction k44:13 ---------------------- ---------- -- K KAS0WITZ 2:3.5 kept 37:18; 44:18; 75:20; 81:3 Krummrich 9:23; 10:6; 16:12 -- L lakes 57:8 landfilled 78:7,9 larger 134:15; 159:20 largest 17:20; 18:21; 152:6,11,17; 153:2,5 later 119:12 lawyer 68:17; 97:21; 114:3; 130:20; 153:22 leader 11:6 leaders 11:11; 91:12; 92:1 leading 4:14 learn 20:18; 25:21; 26:20; 60:8; 67:4 learned 25:21; 34:12; 69:19; 88:18 Leave 121:1B; 144:12; 145:1; 154:9,17,20; 169:8 leaves 57:11 led 53:18; 61:14; 95:12 less 83:2; 105:17; 113:17; 126:3 liabi lities 55:17,18; 56:11 liable 156:4 life 15:23; 120:8 limiting 149:10 limits 67:15 line 42:9; 59:11; 111:3,6; 172:5.5 lines 42:14, 20; 79:8,15; 80:16; 112:20; 113:3; 115:15 listing 63:5, 22; 65:10 litigation 60:14,16; 68:9; 69:4, 10; 105:11, 13 living 74:23; 136:17 LLC 2:7.5 Local 91:11; 92:16 Location 72:11; 78:14; 90:2 Lose 154:21 lots 84:16 Louis 9:9,10; 10:19,20; 15:11; 87:3, 10; 105:9; 121:13; 136:15 Louisiana 2:4 low 112:8 Lower 146:21 M -- main 105:22 maintain 42:22; 79:6, 9 maintained 80:14; 158:2 maintaining 115:14 maintenance 9:21; 10:3, 5; 17:2 majority 56: IB MALOW 2:3; 6:17; 7:18; 14:14; 30:11; 47:12; 55:1; 77:15; 85:17; 87:8; 99:19; 116:10; lb3 :(J; 154:7,23; 162:17; 163:1; 164:14; 165:3,7,15; 166:9; 167:8,18,23; 168:7; 169:6,17; 170:5 manage 43:1, 2; 46:1; 51:18,2Z,Z3; 52:12; 53:23; 54:7, 9; 56:8; 86:16; 106:5,20,22, 23; 107:1, 10; 125:20; 140:22; 152:5; 158:14; 162:6 managed 50:9; 52:5; 55:22; 59:6; 82:12; 92:8; 103:20; 106:2,12; 123:14; 142:20 managers 11:11; 129:23 manages 17:14; 104:3; 162:13 managing 17:13; 48:4; 61:10; 86:21; 107:1; 124:16; 159:12; 160:7 manufacture 16:16 manufacturing 16:13,22; 26:13,17; 75:5; 99:10 mark 93:8; 165:12,17 marked 3:2, 15; 5:4; 12:22; 14:15,17,20; 62:1,4; 68:13,15; 69:22; 71:6, 12; 88:22; 89:2; 93:11, 14; 130:13, 15,IB; 131:6,10; 138:14; 166:7,10; 167:12 marking 165:18 marriage 171:13 Massachusetts 78:3,5; 150:3 master's 15:10 matching 50:19 matters 129:19 meaning 29:11; 53:4; 64:19 mechanical 15:5 member 141:15 members 121:4; 141:10 memo 65:16; 164:17 memory 138:12 memos 164:15 Merrill 1:17; 6:1 Michael 7:20 middle 42:10; 111:4 migrate 90:23 MIKE 1:10.5, 12; 2:22; 4:5; 5:9; 7:2,10; 48:10; 172:2 miles 65:15 Minckler 74:7,8,21 Missouri 9:9, 10; 15:7; 150:1 misunderstand 52:17 misunderstanding 76:19 mixing 50:18 modified 46:4,23 modify 46:19 month ly 102:22 Page 3 moot 145:8 Motco 19:6; 105:4 motel 47:19 motivation 69:14 movement 89:23 movie 150:4 Ms. 2:23; 6:10,17; 7:18; 14:14; 30:11; 47:12; 55:1; 77:15; 85:17; 87:8; 88:8; 99:19; 116:10; 153:20; 154:7,23; 162:17; 163:1; 164:14; 165:3,7,15; 166:9; 167:8,18,23; 168:7; 169:6,17; 170:5 N named 74:14; 151:11 narrow 37:2 national 62:22; 64:3, 4,20; 66:20 necessarily 27:4 necessary 4:12; 34:18, 19 necessitated 133:4 negotiate 34:20; 39:11; 40:14; 43:15; 53:5; 76:1; 115:1; 125:23; 126:6 negotiated 45:23; 73:3, 12; 83:14; 102:5; 106:23; 132:6 negotiating 30:18; 36:6, 13; 37:7; 113:21; 131:20; 132:3 negotiations 21:17; 38:17; 59:4; 95:11; 97:17; 115:6; 116:18; 137:20; 155:19 Neil 151:11 new 9:15; 47:1 nine 3:11; ADAD21-010709 HARTOLDMONOQ31686 FORSMAN.TXT 12:4,19; 110:8; 131:6; 138:14; 139:13,14,17 ninety 78:6 Niran 20:14 nominal 120:10,13 non-detects 146:13 non-mobile 101:11 non-productive 159:9,19 nonhazardous B3:22 nor 171:15 normal 37:12; 163:16; 168:3 notarial 171:18 Notary 4:7; 171:23 notice 4:19; 13:5 noticed 13:6 notification 103:6,12 notified 19:23; 23:23; 24:1; 47:2; 91:10; 93:4; 103:2; 108:12,14, 15; 128:19 notify 92:19 notifying 129:2,4 NPL 63:6,23; 64:2,20; 65:11; 66:6 Numbers 5:3; 131:5 o'clock 169:7 oath 6:22; 8:13 objections 4:12,15 b Ligati on 119:22 obtain 86:12; 94:B obtained 35:12; 44:17; 84:22 obvious 126:14 occurred 24:22; 25:20; 28:3, 16; 129:5 offered 3:2, 15.5; 4:17; 147:22 offices 1:17; 5:23; 10:18 officials 91:11,16; 92:16 offset 117:19 oil 17:7 old-timers 27:14 Olive 9:9 operate 44:17 operated 45:14 operation 27:10; 111:19 opportunity 158:10 opposite 8:10 options 40:6, 7; 83:14 organization 11:15; 135:13; 136:9; 144:5 original 55:21; 56:20; 73:18,23; 75:14; 80:19 others 103:23; 138:5 out-of-pocket 119:9 overseeing 54:4; 100:9; 135:12 oversight 11:20; 61:7 oversights 152:2 ownership 94:3; 156:3; 160:19 P P-o-h-l 74:15 P-m 4:9; 5:13; 62:8, 11; 85:20; 170:10,12 p.m. 1:16 PA/SI 66:5 pages 168:10 paid 24:13, 14; 71:1 paper 95:17; 131:21; 137:18 paperwork 122:20 parathion 101:17; 168:17,21,23 participant 139:8 participate 88:11 participated 128:16 participating 87:13 partner 45:17,21 paying 119:15 payment 117:18 PC 29:2 perceive 55:4 perceived 23:18,21 percent 29:10,11,16, 19; 30:7; 76:10,15,17, 18,21; 77:5; 78:6; 98:10, 15,19,20,21, 22,23; 119:8,20,23 percentage 116:22; 117:3; 119:17; 136:3 percentages 37:12,17; 54:15; 56:2 perform 134:6 performed 134:5; 135:6 permitted 83:19 person's 150:15 pertains 69:23; 71:12 Peters 150:1, 12 phone 30:14; 57:21 phrased 127:16 physical 28:17; 123:10; 147:3; 153:3 physically 34:16; 96:19 piece 24:18; 26:1; 28:17; 32:22; 39:22; 47:1; 113:4; 147:16 pieces 26:16; 27:22; 28:23; 29:7; 149:8; 150:18 pipe 26:18 pit 168:18, 21,23 planned 140:18,20 play 34:11; 109 :B played 52:4; 109:4 players 160:15 Pohl 74:14 Pohl's 75:3 poles 72:5, 11; 120:5,7 Poole 143:5,6 poorly 127:16 Porch 1:17; 6:1 possihi lity 62:20; 64:18; 65:10 potentially 92:19; 111:18 pounds 109:19 Power's 34:21; 37:18; 88:12; 96:5 powers 133:22 PH 104:13 practice 71:3; 92:18 practices 46:8 pre 116:4 predecessor 18:6 preferred 157:8,12 preparation 13:21; 14:22; 70:7 prepared 86:17; 130:9; 163:9,11,13 presence 171:6 presenting 88:3 presently 17:9,15; 137:3 press 88:16; 89:9; 91:B; 104:7,14; 10B.-11; 129:1; 130:8; 164:5 price 71:1; 112:3 principal ly 18:9 priority 62:22; 64:4, 21; 66:21 procedure 65:11 procedures 63:5,23 processes 26: IB produce 166:19,20 produced 166:13; 169:13 production 10:14; 16:22 Professiona L 1:14; 171:22.5 progressed 108:16 promise 169:15 prompted 135:18; 136:5 proper 106:21 proposed 142:7 proposition 111:20 protective 89:11 provided 13:11,17; 30:16; 74:2; 94:4,15; 97:21; 103:13,16; 114:3; 120:17; 125:13; 162:19 provisions 103:12 PUP 18:8,13; 151:6,7 PRPs 19:4 purchase 102:4 purchased 39:6; 149:1, 18,20; 150:18; 151:19 pure 99:4,6 purported 164:3; 168:5 purposes 20:19 pursuant 1:19 pursue 158:23; 159:1 Q quantities 27:7; 29:10; 98:19 quantity 109:23; 110:1; 112:1 quick 15:2; 165:16 Quintard 1:18 quote 62:21; 73:7 R rain 57:12; 89:19,20; 90:1; 123:13 raised 124:18 rank 64:12, 19; 65:13 ranked 62:21; 66:20 ranking 66:6; 67:6 RCRA 43:10; 44:10,20; 45:11; 46:3, 7,14,17; 54:7,11; 61:10; 82:5; 85:11; 107:4,6,10; 139:7; 156:19; 157:3,9,18; 160:22; 162:1,5,6,13 reached 53:22; 120:7; 134:5 reading 66:9; 99:2 reads 7:15 real 15:2; 55:5; 71:3; 165:15 realistic 76:16 rea l ly 27:18; 28:2; 33:13; 4B:1; 87:8; 108:18,19; 112:16; 126:21; 137:22; 156:B; 157:4 reaquisition 164:18 recommend 128:4 recommendation 122:22 recommendations 87:22; 146:7 recommended 76:8; 77:20 reconvene 170:2 recorded 70:17; 164:2 reduced 171:6 referenced 52:7 reflect 164:4 reflected 141:2 refresh 89:6; 138:12 refused 133:15 regardless 66:16; 90:20; 147:19 regional 1:21.5; 6:11; 10:15 Registered 1:14; 171:22.5 regulate 82:16 regulation 82:4,7; 156:20 regulators 40:14; 53:5; 109:3,8; 152:4 reimbursed 122:5 reimbursement 158:4,20; 161:8 relations 104:3,6,9,11 relations' 104:5 relationships 92:9 releases 164:5 relevant 156:8 relocate 119:1,23 relocated 115:11; 119:11,14; 120:6 relocation 72:4; 118:16; 119:18 relocations 115:13 remain 122:23 remedial 64:7,8; 85:14; 129:13; 144:9 remediated 23:20 Page 4 rephrase 8:19; 31:10; 51:4; 152:10 reporter 1:14,15; 6:10,22; 171:22,22.5 Reporter's 2:18.5 representation 6:16 representing 7:22 rescheduled 13:8 reserve 154:15; 155:1; 169:11 residences 145:22; 148:17; 149:11,12; 150:20 residue 26:13; 29:12; 127:1 residues 26:3; 100:18,19 resources 106:22 respective 4:4 responsive 13:13 rest 160:23; 162:7 restate 144:18; 152:13 restriction 78:20; 79:7, 22; 80:15, 22; 81:4,19, 23 restrictions 34:18; 41:23; 42:1, 5,11,12,15, 22 resulted 135:16 retained 55:2; 104:14; 158:6 retest 32:3 retire 136:21 reti red 136:16 RI 64:6 RX/FS 64:1; 65:12 rid 42:7; 55:6; 56:4 road 159:21 Robert 21:4; 32:15; 87:15; 94:23; 95:22; 114:16; 121:2,5; 129:9; 138:5 roles 52:3 Rolla 15:7 Ronnie 37:8; ADAD21-010710 HARTOLDMON0031687 FORSMAN.TXT 114:9,14 route 159:3, 17 RPR 4:6 Rubber 17:7 Russell 105:9 S --------------- -- sabrina 1:3,5; 5:16 safety 11:5, 12,15 sale 13:23; 14:4 Sa Lers 1:13; 4:6; 171:21.5 satisfy 34:21; 91:5; 96:5 Sauget 10:1, 17; 16:11,16 scenario 40:1,5; 43:9 scrap 26: IB se 144:16 seal 171:18 section 72:15; 73:7, 8; 96:14 seek 158:20; 161:7 seeking 34:13 seems 65:8 sending 110:4 sentence 69:8; 168:20 separate 12:13; 14:12; 71:5; 13B:21 separately 118:17 Service 1:21.5 services 129:13; 144:9 settlement 14:11; 24:12; 34:4; 71:5,11,16; 72:8,14; 103:8; 115:2; 117:12; 119:5; 163:19,23 seventy 19:4 seventy-five 117:14 sexist 87:6 shall 4:12 share 17:22, 23; 115:18; 120:9 sheet 138:15; 139:18; 141:2,14 shoes 125:14 shortcut 13:10; 143:11 Shorthand 1:14; 171:22 shots 49:18, 21 sides B:1Q sign 7:11,14; 143:17,22 sign-in 138;141 139:18; 141:2,14 signature 7:12; 70:4, 15; 131:16; 13B:18; 139:15,20; 172:23 signed 48:20; 70:20; 71:17; 131:14; 135:10; 141:3; 163:20; 164:1 significant 18:19; 25:4; 61:8; 170:1 significantly 30:4 signs 7:15 simple 126:23 site's 94:9, 16,21 sixty 17:16; 30:7; 76:10, 14,17,18,20; 77:4 Smith 37:8; 114:9 sole 72:18; 73:13 SoLutia 9:12, 14,15; 11:8, 16; 12:9,12; 16:2; 17:12; 18:1,5; 19:3,7; 27:5; 76:7; 103:20; 121:12; 144:3,10; 151:4; 160:5; 162:22 Solutia's 17:22 sophisticated 22:22,23; 56:9 sorts B3:16; 133:22 sought 158:3 sounds 64:16 SouthTrust 6:2 speaks 69:5 specialist 6:6 specu Late 38:8 speculative 37:21 spent 16:1; IB:17,21; 19:4; 101:21 split 115:12 spun 12:12 square 153:3 St. 9:9,10; 10:19,20; 15:11; 87:3, 10; 105:7,9; 121:13; 136:15; 150:1,12 stack 13:12; 153:21 stage 117:7 stand 82:14 standing 125:14 stared 9:19 stay 12:3 stays 102:16 stenographic 5:8; 6:9 stenography 171:7 Stephen 2:11.5; 6:4; 142:22 steps 27:2; 28:12; 44:6; 85:2 Steve 139:9; 143:3 sticking 115:5,7 STIPULATED 4:3,11,19 stipulation 162:18; 167:8 stipulations 1:20; 2:17.5; 7:6 story 127:3 strictly 19:3; 111:14 Strike 35:7; 37:15; 113:22; 135:4 structure 122:16 submitted 86:3,19 subpoena 166:14 subsequent 46:16; 55:22; 120:18 subsequently 135:16 substation 20:9; 94:1; 111:14,15,19 sue 159:8 suggest 128:3 suggestion 85:3 Suite 1:18; 2:4 summaries 102:23 summer 96:11, 12; 99:15; 100:3; 108:23 superfund 18:2; 19:6; 44:5; 6Z:23; 64:5; 66:21; 67:7; 105:4; 150:6; 151:5; 160:6,7,11 surrounding 152:14 Swann 45:19, 20; 100:16 swap 20:5; 21:18,19; 22:11; 27:21; 35:18; 36:4; 71:2; 73:18, 23; 95:12, 14; 96:1 swapped 20:8; 21:6,20; 22:20; 75:14; 157:22 switch 130:11 sworn 7:3; 171:3 -- T -- tape 131:3 tar 29:1; 98:8; 126:15 tar-Like 98:17 target 64:15; 65:13 tarry 77:10 tars 99:5,9, 10? 101:11 TCE 149:19; 150:2,6,8 team 11:5,11; 101:14; 103:17,19; 104:3; 120:21; 121:2,4; 138:6; 142:19; 152:3 tecum 166:15 te lephone 114:3; 170:3 temporari ty 89:14 tension 42:14 theirs 127:2 thereto 4:17 thirty IB: 14 thousands 29:13,14 Thursday 5:10 timing 136:13 toe 57:4; 78:18; 79:1 tomorrow 155:6 TORRES 2:3.5 T0SCA 82:6, 12,13,16,22; 83:5,15,19; 84:3,16 total 101:20; 110:7; 115:23; 116:3; 117:19; 119:17,23 towards 57:13 trading 106:14 transaction 28:1,3; 71:8 transactions 71:4 transcribed 171:8 transcript 171:10; 172:3 transcription 171:9 transfer 14:6; 24:15, 22; 26:8; 28:16; 32:1; 34:17,20; 36:6; 71:1B, 23; 97:8; 108:17; 159:15; 164:4 transferred 89:23; 90:13 transfers 70:10 transition 122:2 transpired 96:7 trash 25:5; 26:16; 100:18 treat 76:3; B2:17; 83:7 treated 157:B; 158:3 trenches 25:19 tried 45:21; 53:9 truth 8:14; 171:4 Tuesday 13:7 turn 22:4; 108:7 turned 94:20; 161:2 twenty IB:14; 105:16; 145:17; 148:11 U uncertain 117:7; 119:10 uncovering 108:20 underneath 79:15 undersigned 172:2 undertook 28:13 unto 101:11 useful 120:8 usual 7:6; 108:2 uti lities 72:5,11; 114:13; 115:10,11; 118:16; 119:1,10,13 uti lized 122:15 -- --------V,------- vaguely 151:14 valuations 166:3 value 22:12; 23:2,14; 166:4 verbal 71:20; 118:22 verbatim 73:9 versus 1:5,5; 5:17; 162:2 video 2:12; 6:6,8 Videographer 2:10.5; 5:6; 6:21; 7:6; 62:7,10; 85:19,22; 99:22; 116:11,14; 131:8; 170:8 videographic 5:8 videotape 7:8,10 view 50:10; 110:22 volume 112:9 vo luntari ly 91:10 W ---- ---------------------- --- ------- wait 48:9; 66:4 waive 7:11 waived 4:20 waivers 83:16 walk 28:8 Walnut 1:22 washed 89:23 Washington 15:11 Wasting 131:2 Westinghouse 32:23 WHEREOF 171:17 WHITE 2:7.5 widespread 56:15 Wi Ekerson 63:10,11,12, 14,22; 65:6 WILLIAM 2:7 within 27:5; 40:17; 46:20; 65:14; 136:23; 143:22; 147:20 WITNESS' 172:1 witnesses 171:7 Woburn 19:5; 150:3,6 world 17:18, 19 write 65:19 writing 30:14; 71:21; 171:6 ----- --------- -------------------------- Y -- yearly 102:17 Page 5 -- 172:22.5 172:22.5 - / 1:8.5 - 171:21 ADAD21-010711 HARTOLDMON0031688 EyUit>\\z -to ADAD21-010712 HARTOLDMON0031689 IN THE CIRCUIT COURT FOR CALHOUN COUNTY, ALABAMA SABRINA ABERNATHY, etal., Plaintiffs, v. MONSANTO COMPANY, et ah, Defendants. Civil'Action No. CV-96-269 (Consolidated) RE-NOTICE OF DEPOSITION AND REQUEST FOR PRODUCTION OF DOCUMENTS TO: William S. Cox, III, Esq. Lightfoot, Franklin & White, LLC The Clark Building 400 North 20th Street Birmingham, Alabama 35203 Regional Reporting Service P. O. Box 755 Gadsden, Alabama 35902 Arthur F. Fite, III, Esq. Merrill, Porch, Dillon & Fite, PA P. O. Box 580 Anniston, Alabama 36202 PLEASE TAKE NOTICE that, beginning at 1:00 p.m., on Thursday, March 4,1999, at the offices of Merrill, Porch, Dillon & Fite, P.A., SouthTrust Bank Building, Suite 500, 1000 Quintard Avenue, Anniston, Alabama 36207, the plaintiffs, pursuant to Rule 30, and in particular. Rule 30(b)(4), ofthe Alabama Rules ofCivil Procedure ("ARCP"), will take the deposition ofMIKE FORESMAN, by videotape recording, in addition to stenographic transcription, by oral examination before a court reporter or some other person authorized by law to administer oaths, and this deposition shall be for the purpose of discovery or for use as evidence in the trial of this action, or for both purposes. The deposition will be taken before a notary public, or some other officer authorized by law to administer oaths. You are invited to attend and cross-examine. ADAD21-010713 HARTOLDMON0031690 Pursuant to Alabama Rules of Civil Procedure 26, 30 and 34, the deponent is requested to bring to the deposition the documents requested in Exhibit A attached hereto. OF COUNSEL: STEWART & SMITH, P.C. P.O. Box 2274 Anniston, AL 36202 (256) 237-9311 DONALD W. STEWART Attorney for Plaintiffs 2 ADAD21-010714 HARTOLDMON0031691 CERTIFICATE OF SERVICE This is to certify that I have this date served counsel for all parties to this action with a copy of the within and foregoing document by facsimile transmission and/or by depositing same in the United States mail in a properly addressed envelope with adequate postage affixed thereon and addressed as follows: William S. Cox, ID, Esq. Lightfoot, Franklin & White, LLC The Clark Building 400 North 20th Street North Birmingham, AL 35203 Arthur F. Fite, m. Esq. Merrill, Porch, Dillon & Fite, PA 500 SouthTrust Bank Building 1000 Quintard Avenue Anniston, AL 36207 Daniel M. Prause, Esq. Richard A. Coughlin, Esq. Gerard H. Davidson, Jr., Esq. Smith, Helms, Mulliss & Moore, LLP 300 North Greene Street Greensboro, NC 27401 JL This the nay of March, 1999. \jJ DONALD W. STEWART ''Attorney for Plaintiffs 3 ADAD21-010715 HARTOLDMON0031692 EXHTRTT A For the purpose of this request, the word "documents" shall mean every original and non identical copy of each and every paper, writing (including blind copies), statement, bill, sheet, letter, telegraph, teletype, picture, photograph, negative, slide, movie, film, visual or audio-transcription, videotape, report, memorandum, sketch, chart, note (including, but not limited to notes used to prepare any letter, memorandum, report or other document as herein defined), contract agreement, form, expense ledger, check (cancelled or otherwise), check stub, receipt, memorandum oftelephone conversation, witness (including, but not limited to, potential witness) statement, transcript, memorandum pertaining to witness (including, but not limited to, potential witness), interview, sound recordings, sound recording transcription, inter-office and/or inter-company memorandum, engineering study, cross-section, expert analysis, expert opinion, expert summary, computer printout, book of account, evidence of expenses incurred, work memorandum, report of investigation and/or inspection, file memorandum, bid, request for proposal, record, brochure, book, microfilm proposal exhibit, attachment, draft, certificate, chart, table, price list, paper containing price information, data stored or recorded or in punch cards, computer tapes, disks, reels, other devices for business machines, other means of storing and/or transmitting human intelligence, transcripts, testimony, transcripts of testimony, trial or deposition notes of testimony, affidavits, pleadings, answers to interrogatories, response to request for admission (whether in this process or any other), and printed or readable material. PREFATORY INSTRUCTIONS 1. If an original of a requested document is not located in your home or office, but a legible copy of the requested document is located at said home or office or the deponent has access to a legible copy, then the deponent is requested to provide said copy at the deposition. 2. If, in responding to these requests for production ofdocuments, deponent asserts that any document sought by plaintiffs is protected from discovery due to such document's being a privileged communication, then for each such document, deponent is requested to: a. Identify the author of the document; b. State the author's present address and telephone number, or, if such information is unknown to deponent, then the author's last known address and telephone number; c. State the date said document was originated; 4 ADAD21-010716 HARTOLDMON0031693 d. State the location where said document was originated; e. State the present location of said document; f. If the present location of said document is a place other than the location where said document was originated, state every other location where said document has been placed or otherwise located; - g. State each date that said document was delivered to and/or otherwise communicated to any person; h. Identify each person to whom said document was addressed and/or sent and/or made available to for review and/or communicated to in any manner, and state said person's present address and telephone number, or, if said address and telephone number are presently unknown to deponent, then state said ' person's last known address and telephone number; i. Based upon the context of said document, state the purpose, in general, for which said document was originated; j. State the subject matter, in general, of said document; and, k. For each such document, state with specificity the nature of every privilege that deponent asserts regarding the discovery of said document sought by plaintiffs. REQUESTED DOCUMENTS ' 1, All the deeds and other closing documents related to the transfer of that property on which the West End Landfill was located between Monsanto Company and the Alabama Power Company. 2. All ofthe documents in Monsanto's possession which are related to the original swap of the land referred to in paragraph # 1 above between the Alabama Power Company and Monsanto 5 ADAD21-010717 HARTOLDMON0031694 Company, including, but not limited to, all the closing documents, to include any appraisals, surveys, deeds, and correspondence. 3. Any indemnification agreements executed between Monsanto Company and the Alabama Power Company which are related to either ofthe transactions referred to in paragraphs #1 and # 2 above. 4. Any correspondence between Monsanto and the Alabama Power Company related to either ofthe transactions referred to in paragraphs # 1 and # 2 above. 5. Any correspondence between Monsanto employees and any federal regulatory agency related to either of the transactions referred to in paragraphs # 1 and # 2 above. 6. Any notes or memoranda of any telephone conversation which took place between Monsanto employees and employees ofthe Alabama Power Company, or with employees ofany state or federal regulatory agency, which are related to the discovery of PCBs at the West End Landfill now located on the plant site in Anniston, Alabama, and owned by Solutia, Inc. 7. Any test results or soil sample results from the West End Landfill provided to Monsanto Company by the Alabama Power Company or the State of Alabama. 8. Produce exemplars of any documents which Monsanto has had sellers execute when it has purchased industrial property. 6 ADAD21-010718 HARTOLDMONOQ31695 -m 600(1891 wg 739 This Inslrumtni Prepared Byt Mtllhew W. Bowden Batch A Bingham 1901 Sixth Avenue North, Cult* 2600 Birmingham. Alabama 3910} *S/1G^ Send Tax Notice To: , Paiyi.n, Kt. frits. . Sii-gro^-HanageE. Tax Department. JE2SE__ Monsanto Co. BOO N. Lindbergh BLvd. St. Louis, MO 6317 STATE or ALABAMA CALHOUN COUNTY DEED KNOW ALL MEN BY THESE PRESENTS; That ALABAMA POWER COMPANY, an Alabama corporation ('Grantor'}, fur and in consideration of One and Na/100 Pollan (S1.00), tin covcnanti, releasee, indeduiitiea, and uther undertakings icl forth herein, and other good and valuable cunaidcralion given to It by MONSANTO COMPANY, a Delaware corporation ('Grantee*), the receipt of which la hereby acknowledged, Gnntor, by there present*, does hcrehy grant, bargain, sell and convey unto Grantee, Ha ntcceeaon and axrigna, euhject to the covenants, terms, conditions, reservations, exceptions and limitations hereinafter sot forth, the fallowing described reel estate situated in Calhoun County, Alabama, In wit: A paint of land in the southwest 174 of Section 12, Township 16 South, Range 7 East, more particularly described as follows: Commence at the northwest comer or Section 12, Township 16 South, Range 7 East, thence S 34 degrees 20' 06' E 3197,76 feet to the paint of beginning; Ihcnce S B9 degrees 50' 02* E 452.23 feel; thence S 00 degrees 18' 13* E 329.82 feel; thence N 89 degrees 46* 10' E 195.01 feel; thence S 00 degree* 18' 55* E 257.56 fret; thence S 33 degrees 0)' 55* E 484.29 fret; (hence S 71 degree* 13' 19' W 145.35 feel; thence S 72 degree* 22' 20' W 157.67 Teel; thence S 73 degree* 49' Oi' W 97.04 feel; thence N 89 degree* 14' 44" W 548.38 fret; Ihcnce N 00 degree* 45' 52' B I10B.21 feel la the point of beginning. The shove described land*, hereinafter called the 'Premises,* are shown outlined in baht on Exhibit A attached hereto. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS SPECIFICALLY RESERVED FROM THIS CONVEYANCE THE FOLLOWING; 1. Gmnlur's Easement. Grantor doe* hereby specifically reserve, except and retain to ilscIT, its successor* and assigns a perpetual easement to use lire Premise* and any portion thereof for electricity distribution end transmission and communications purposes. Grantor shall have the right to continue using *11 electricity distribution, transmission, anil communicaliona (including fiber optica) equipment and facilitie* currently existing on the Premise* and may operate, maintain, change, relocalo, or remove cuch equipment and facilitie* or install, opetilo, maintain, change, relocate, or remove inch new equipment end facilitie* which Grantor, in its sole discretion, deems necessary or desirable in insure continuous, uninterrupted service in all areaa served by audi equipment end facilities, Nevertheless, the Grantor agrees that no equipment in addition to the equipment and facilitie* depicted generally on Eahibit A wilt be instilled on the Premise* before January 1.1999 eacept equipment and facilities needed to respond to a catastrophic loa or electric (1 PLAINTIFFS i EXHIBIT , ADAC hartoldmo 1891 M 740 * service emergency. Electricity distribution, tranxnijaiiort, and eomraurucxUacu (including fiber optics) 'equipment and facilSliei" included, bui U not limited lo, electricity distributive, transmission, and communication! lines, polea, towers, supports, conduits, conductors, cables, Insulators, anchors, guy wires, counterpoise conductors, substations, switching yards, comnuuuealioaa circuits, subsurface grounding devices, security fencing around subslatitma and switching yards, and other appliance* cooxroctad therewith, which ire now, or may be in the futon:, located no, over, scrota, at under the Premises, As used in ihii Deed, (ha term 'equipment end facilities depicted generally oq Exhibit A1 Includes any equipment or facilities installed in the unto location as depicted generally on Exhibit A to repair or replaca such equipment or facilities. Grantor shill at all times have Iho right of access, ingress, and egress to the Premises and all rights and privileges necessary or convenient for the full enjoyment and use of the Premises fur the purposes described above, including the right to keep the Premises clear, by any means including chemical applications, of all Irees and vegetation and other obGlmclionfl which might interfere with Guntor'a use of the Premises, except that any chemical applications shall have the prior approval of the Grantee, which approval shall not bo unreasonably withheld. Grantor shall be responsible for exercising these rights in compliance with all applicable regulations, permits, orders or approved corrective actiun or remediation plans. Grantor's equipment and facilities shall to modified, removed, and/or relocated as needed lo perform assessment or remediation activities or to comply with such regulations, permits, orders, or approved corrective action or remediation plans and the financial responsibility therefor shall be determined pursuant lo Subwctioa 7,7 of that certain Settlement Agreement between the Grantor and Grantee dated December 70, 1993 and incorporated herein by reference in Section IQ hereof. Before drilling, digging, excavating, or otherwise disturbing the cubsurface of the Premises, Grantor shall notify the Grantee of (he location and nature of (he subsurface work and seek information on reslriclinni applicable lo or hazards associated with such subsurface disturbances and lake (to precautions necessary to insure teat such activities comply with any applicable regulation, permit, order, or approved corrective action or reokaJiaiion plan. Similarly, before insulting oq the Premises any equipment or facilities in addition lo (he equipment ud faculties depicted generally oa Exhibit A, Grintor shall notify Grantee of (he nature and location of the intended installation and shall to responsible for any specific rctncdiilicm obligations crested by construction of such additional equipment and facilities. 1* Ownership of Futilities and Equipment on the Premiss. Grantor does hereby specifically reserve, except and retain to itself, its successor* and assigns ownerehip of and fillo to any and all equipment and facilities which are currently located on the Premise* and those which may to placed on Iho Premise* in Iho future, puniunt la the cxsemcnl retained by Grantor as described in Section I or Ihii Deed. The general types and quantities and approximate locations ofGrantor'a equipment and facilities which currently 1 exist nn iho Premise* are shuwn on Exhibit A. More specific and detailed information on the types, I quantities, dimensions and lueslions orsuch equipment and ficilitie* will to provided to Grantee by Gnuiiur 1 an request. If any release of a hazardous substance on the Premises occurs from Grantor's equipment and facilities, Grantor shall remediate said release la accordance with applicable federal, slate, and local law* ' and regulations. Grantor ahull sot store, treat or dispose oq Iho Premises any hazardous rebalance or waste material which contain* any hazardous substance. Giantor'a equipment and facilities oa (ho Premises ahill comply with applicable codex, standards, regulations anil laws. 3. Grantee's Use of the Premises. Gcanteo may mako any use of the Premise* that will not interfere with the Grantor1* casement reserved in Section 1 above, provided however, that iho Gnnleo mutt notify (he Grantor ia advanco of the nature and location of any use other than Investigation, lacaxmeat, monitoring, corrective action or remediation, mabtenanca activities and any other uia or activity necessary, appropriate, convenient or required lo addresa hazardous substance* oa tbo Premise*, As used in Ihii Deed, the term "hazardous substance** refere lo (hose subaUoce* defined b 42 U.S.C f 96Q1(I4). Any too of lha Premise* by the Grantee, especially those which may result la % change of the finished slope or ' grede of Iho Premises, ahali be peribnaod b such i manner ao aa not to cause Orenloria equipment and Deed 2 ADAD21-010720 HARTOLDMONOQ31697 facilities to bo in violation of the rUndanfs and speeificaliDaa of tbo National Electric Safely Code and other standards and specifications imposed oo such equipment tml facilities by federal or slate lawi and regulations, unless required by u applicabls regulation, permit, order, or approved corrective action or remediation plan. If Grantce'a use of the Premises will unavoidably create a condition which will cauao uch a viulalitin, ranleo (Kill notify Grantor in writing at least IS daya in advance. Grantee ahall uae caution io operating machinery and equipment on the Premises to aerore clearance between Urn machinery and equipment and Grenlor'i equipment and facilities, Before drilling, digging, excavating, or olhcrwiae disturbing the auhitirfice of the Premltea, Grentee ahall notify Grantor and aoek Inforautian u la underground equipment and facililiea In the area where auch aclivlliea will like place and the precaution necessary to insure that Granlor'a underground equipment and facilities tie Dot dunged or dutisycd, ,4 Mineral and Mining Right], All mineral and mining righti in the Premises not owned by Grantor. 5. Existing Easements end Righti-of-way. All Milting usemenla and righlt-af-way in favor of third panics fur public utilities, public roads, electric power ruillliee, telephone lines, railroad lines and the facilities located thereon. (.' Priur Rights of Other], Any and all prior righla of othera which would be evident by i survey of the Premise! whether or not documents therefor are of record. 1. Property Taxes, Any liens for id vilorettl luu fur the current yeir which constitute l lien not yet payable, which lien Grantor shall pay, I. Indenture, That certain indenture executed by Grantor to the Chemical Bank ind Trust Company (now Chemical Bunk), as Trustee, dated January 1,1942, H amended and aupplcmenled. Grantor wananli that it will, within One Hundred Twenty (I2D) daya from the data af this conveyance, secure release From said Indenture uf the lands conveyed hereunder subject lo the righti retained herein by Orantor. J. Abundonment. In the event the Grsnlor completely removes each and every item of equipment or facilities on the Premises and makes no use of any part of the Premises for purposes within the scope of the easement reserved herein fur a period of one year, the Grantee may give the Granlur written notice of the apparent abandonment and the Grantor's easement ahall expire and tennlnate if the Grantor makes DO use of any part of the Premises fur purposes within the scope of said casement for a period of one year from the receipt by the Grantor of such notice, afler which lime the Grantee shall have complete title to the entirely of the Premises as if no easement hid ever been reserved, 10, Notice or Coverutnl], In addition to all terms contained elsewhere In this Deed, the Premiaea herein an conveyed aubject to certain 'Releases, Indcmnilica, Reimbursemenu, Notices and Covenants Nor to Sue* set forth in Section T of that certain Settlement Agreement by and between Alabama power Company and Monsanto Company dated the 20th day of December, 1993, which u mm particularly described as followa: Section 7.1, Section 7.2. Cleanup, Remediation, and Corrective Action Coats, Damages in the Nature cf Natural Resource Damages. Section 7,3. IqJuriM from Future Exposure to Hanrdoui Substances, Section 7,4. Injuria lo Gluten** Bmployeea, Agents, and Contractors from Grantor's Equipment sod Facilities. Deed tr ADAD21-010721 HARTOLDMON0031698 BfjQK 1S01 msi742 Section 7.5. Injuriw to Grantor's Employee*, Agents, ud Contractor* (too Future Bipoeure la Hazardous Subalanret. Section 7.6. Notice of Costs, Bjpeodlhires end Claims. Section 7.7. Cot) of Relocation, RelnataUalioa, and Rtplacmneol of Onnloc't Equipment and Fscilllioe. Section 7.1. Covenant Not to Sue. Section 7.9. Limitations. Section 7 of laid Settlement Agreement ia Incorporated hereto by reference u though act out in full and the provisions thereof shall constitute covenants and shall run with the title to the land herein conveyed and he applicable and binding forever between the piitlea and their successor* and asaigna. Inquiries regarding this Incorporation by reference ahould be directed lo Monsanto Company, 100 N. Lindbergh Dlvd., St, Louis, MO, 67167 or Alabama Power Company, 600 N. Itlh Sired, Birmingham, AL, 3520). 11, Dlsclutmen and Limitations. Orantor hereby cpecilicalty disclaims any warranty, guaranty or representation, oral or written, past, preaenl or future, of, aa lo, or concerning (i) (ha nature and condition of the Premisea Including, but not limited lo, the water, toil and geology, and the suitability thereof for any urea Grantee may elect to conduct Uscreon, and (ii) creep! for any wamnlica contained in the deed conveying the Preniiaea from Orantor to Grantee, the nature and cried of any right-of-way, poueaaiun, lien, encumbrance, license, reservation, condition or otherwise. Grantor baa not made and ddea not make any repreunUtiuni concerning the physical condition, the habitability or Ibo quality or construction, workmanship, merchantability or Fitness for any paslleular purpose, the accuracy or complelencsa of any Information or data provided by Grantor lo Grantee and compliance with law nr any other matter affecting or related to the Premisea. Grantee capresaly acknowledges that no such other representations have beets made. It ii cspresity understood and agreed that (ho Premisea contain hazardous substances and that the Premisea are being conveyed hereunder aAS IS" and "WITH ALL FAULTS', without any representation or warranty by Grantor. Grantee eapresiiy acknowledge! to Grantor that Grantee Hu entered into that certain Settlement Agreement made by and between Grantor and Grantee dated December 20, 1993 and accepted lha conveyance of the Premises without retying upon any such representation or wwrenty by Grantor, its agents or contractor!, or by any other person or-entity with reaped to the condition of the Premises or any part thereof. U. Covenant! Running with the Land. The previsions, condition), releases, indemnities, and other undertakings hereinabove concerning the Premisea and the casement retained by the Grenlor, shall constitute covenants and shall tun with the title to the land herein conveyed and be applicable end binding forever between the partita and their tuceeiaon and assigns. , U. Settlement Agreement Grentnr and Grantee intend that all the provisions of that certain Settlement Agreement made by and between Grantor and Granloe December 20, 199), iball survive and remain fully effective and undisturbed notwithstanding (be necution of thll conveyance or any generally applicable priociplea of merger inociaied with ud otherwiaa applicable In documents of reel Mists conveyances. TO HAVH AND TO HOLD unto the said Monsanto Company, e Delaware ooreonUoa, its nounum ud asaigna, FOREVER. Dead ft * '..'jMU.- )Ahl ADAD21 hartoldmonc wi891 nee 743 IN TESTIMONY WHEREOF, lha uld Alibami Powar Comptny, ind Moounto Campuy, by lhlr duly mlhoriiuud officer*, hivt hereunto fiinod Ihli taiUument la bo uoculod end la bo effective Ihli 2.1 of Dumbo, 1991. CRANTORi WnNESSt ALABAMA POWER COMPANY ( lx:__ Vi.ex, PfgiTdfjit*..- WITNESS: CRANTEEi MONSANTO COMPANY-. ^xv-L-JD r r-.i \ i % i. t t i .i * if- i ADAD21-010723 HARTOLDMON0031700 ADAD21-010724 HARTOLDMON0031701 { ADAD21-010725 HARTOLDMON0031702 Bawl89i // / / /' s s' X s s S s SS y y/ ' / / // s s'/' LEGEND Or ABBREVIATIONS AW BU CM a cii citv fO ftf IV L U MW H toe POC PC PL PftI fttc AM flKO see SIP s ST T TBU A AWhUC BIHCH UVW CHORD ClNUftlWC OiSUHCC tD CALCULATION P0W1 CAST CICVAtlOM rouk& routID NON PM tmnt ARC LENGTH FIELD UCA&UfttD NATIONAL CEODCTKr VCMlCAt. DATUM NORTH POWf or BCOHMhO POOIT or C0UMCNCEUCK1 POINT or CURVATURE PROPERTY UHL PClHI ST TANGENT RA0HJ5 ACCORDED RIGHT or NAY RANCH SECTION set IRON PM SOUTH sinter tangent WuPMAftY KHCH MAM TOTMSHP MST DELTA ANGLE LEGEND o -o & m CCTD SET MONUMENT FOUND MONUMENT POWER POLE MANHOLE FIRE HYDRANT GROUNO GUY STEEL TOWER CONCRETE POWER POLE TWO LEGGED STEEL TOWER ~ --- -- ---- POWER LINE -- -- -- -- --= = UNDERGROUND PIPE -- UNDERGROUND CABLE JJ3=2a^91. . DATE. A PRODUCED BY: ALABAMA POWER COMPANY POWER DELIVERY TRANSMISSION - SURVEY ALABAMA POWER COMPANY 600 NORTH 18th STREET _________ BIRMINGHAM. ALABAMA .inn ANNISTON T.S. DETAIL LABEL APCO EQUIPMENT ANO FACILITIES ON PROPERTY SCALE. 1` = 60* B/M-, D-377895SHEET 2 OF 2 SHEETS SUPERSEDES ADAD21-010726 HARTOLDMON0031703 (Stt w it I)-"" 1, l ADAD21-010727 HARTOLDMON0031704 >v:" .tB6ir "TciSuoos ---------- -^+ bSgk1891 hge748 . SHEET 3 SCALE 1 ' = 6 0 ` \ REVISION t: 10-22--93 TO ADO DETAIL OF 230 KV SUBSTATION YARD. 7595 10-14-93 t DRAWN (* APPROVED FIELD SURVEY DATE ADAD21-010728 HARTOLDMON0031705 . SHEET I ADAD21-010729 HARTOLDMON0031706 ADAD21-010730 HARTOLDMON0031707 SCALE 1 HARTOLDMON0031708 w*1891 nuz753 ca j, C73 :*i\. n cj *3^ Ol ;C J.* 31 cQa 2 |i i.n tc: c= a6rn1 2> 33 ^3 }r"-*J n (/) S ^S=?=s> ~c cn cn DTJ SCALE 1" HARTOLDMON0031710 STATE OF ALABAMA CALHOUN COUNTY PLAINTIFF'S EXHIBIT SETTLEMENT AGREEMENT T* THIS AGREEMENT, made this *ZQ day of December, 1993, by and between ALABAMA POWER COMPANY, an Alabama corporation ("Grantor"), and MONSANTO COMPANY, a Delaware corporation ("Grantee"). NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor and Grantee, intending to be legally bound, hereby agree as follows: 1. The Premises. Grantor agrees to grant, bargain, sell, and convey and the Grantee agrees to accept that certain real property in Calhoun County, Alabama as more particularly described in Exhibit A and as outlined in bold in Exhibit B, both exhibits being attached hereto and made a part hereof (the "Premises"), together with all rights, privileges, benefits, easements, restrictions and appurtenances thereunto belonging or encumbering the Premises, as more particularly described in Section 2 of this Agreement and in the form of the Deed attached as Exhibit C hereto. 2. Encumbrances. The Premises shall be conveyed by Grantor to Grantee subject to the following reservations and exceptions: 2.1 Grantoris Easement. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns a perpetual easement to use the Premises and any portion thereof for electricity distribution and transmission and communications purposes. Grantor shall have the right to continue using all electricity distribution, transmission, and communications (including fiber optics) equipment and facilities currently existing on the Premises and may operate, maintain, change, relocate, or remove such equipment and facilities or install, operate, maintain, change, relocate, or remove such new equipment and facilities " which Grantor, in its sole discretion, deems necessary oY desirable to insure continuous, uninterrupted service in all areas served by such equipment and facilities. Nevertheless, the Grantor agrees that no equipment in addition to the equipment and facilities depicted generally on Exhibit B will be installed on the Premises before January 1, 1999 except equipment and facilities needed to respond to a catastrophic loss or electric service emergency. Electricity distribution, transmission, and communications (including fiber optics) "equipment and facilities" includes, but is not limited to, electricity distribution, transmission, and communications lines, poles, towers, supports, conduits, conductors, cables, insulators, anchors, guy wires, counterpoise conductors, _ substations, switching yards, communications circuits, subsurface grounding devices, security fencing around substations and switching yards, and other "\ ADAD21-010734 HARTOLDMONOQ31711 appliances connected therewith, which are now, or may be in the future, located on, over, across, or under the Premises. As used in this Agreement and Exhibit C, the term "equipment and facilities depicted generally on Exhibit B" includes any equipment or facilities installed in the same location as depicted generally on Exhibit B to repair or replace such equipment or facilities. Grantor shall at all times have the right of access, ingress, and egress to the Premises and all righti and privileges necessary or convenient for the full enjoyment and use of the Premises for the purposes described above, including the right to keep the Premises clear, by any means including chemical applications, of all trees and vegetation and other obstructions which might interfere with Grantor's use of the Premises, except that any chemical applications shall have the prior approval of the Grantee, which approval shall not be unreasonably withheld. Grantor shall be responsible for exercising these rights in compliance with all applicable regulations, permits, orders or approved corrective action or remediation plans. Grantor's equipment and facilities shall be modified, removed, and/or relocated as needed to perform assessment or remediation activities or to comply with such regulations, permits, orders, or approved corrective action or remediation plans and the Financial responsibility therefor shall be determined pursuant to Subsection 7.7 of this Agreement. Before drilling, digging, excavating, or otherwise disturbing the subsurface of the Premises, Grantor shall notify the Grantee of the location and nature of the subsurface work and seek information on restrictions applicable to or hazards associated with such subsurface disturbances and take the precautions necessary to insure that such activities comply with any applicable regulation, permit, order, or approved corrective action or remediation plan and shall be responsible for any specific remediation obligations created by disturbance of the subsurface by Grantor. Similarly, before installing on the Premises any equipment or facilities in addition to the equipment and facilities depicted generally on Exhibit B, Grantor shall nodfy Grantee of the nature and location of the intended installation and shall be responsible for any specific remediation obligations created by construction of such additional equipment and facilities. 2.2 Ownership of Facilities and Equipment on the Premises. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns ownership of and title to any and all equipment and facilities which axe currently located on the Premises and those which may be placed on the Premises in the future, pursuant to the easement retained by Grantor as described in Subsection 2.1 of this Agreement. The general types and quantities and approximate locations of Grantor's equipment and facilities which currently exist on the Premises are shown on Exhibit B, More specific and detailed information on the types, quantities, dimensions and locations of such equipment and facilities will be provided to Grantee by Grantor on request. If any release of a hazardous substance on the Premises occurs from Grantor's equipment and facilities, Settlement Agreement DSW 129061 Page 2 ADAD21-010735 HARTOLDMON0031712 Grantor shall remediate said release in accordance with applicable federal, state, and local laws and regulations. Grantor shall not store, treat or dispose on the Premises any hazardous substance or waste material which contains any hazardous substance. Grantor's equipment and facilities on the Premises shall comply with applicable codes, standards, regulations and laws. . . i'. 2.3 Grantee's Use of the Premises. Grantee may make any use of the Premises that will not interfere with the Grantor's easement reserved in Subsection 2.1 above, provided however, that the Grantee must notify the Grantor in advance of the nature and location of any use other than investigation, assessment, monitoring, corrective action or remediation, maintenance activities and any other use or activity necessary, appropriate, convenient or required to address hazardous substances on the Premises. As used in this Agreement and Exhibit C, the term "hazardous substances" refers to those substances defined in 42 U.S.C. 9601(14). Any use of the Premises by the Grantee, especially those which may result in a change of the finished slope or grade of the Premises, shall be performed in such a manner so as not to cause Grantor's equipment and facilities to be in violation of the standards and specifications of the National Electric Safety Code and other standards and specifications imposed on such equipment ' and facilities by federal or state laws and regulations, unless required by an applicable regulation, permit, order, or approved corrective action or remediation plan. If Grantee's use of the Premises will unavoidably create a condition which will cause such a violation, Grantee shall notify Grantor in writing at least 15 days in advance. Grantee shall use caution in operating machinery and equipment on the Premises to assure clearance between the machinery and equipment and Grantor's equipment and facilities. Before drilling, digging, excavating, or. otherwise disturbing the subsurface of the Premises, Grantee shall notify Grantor and seek information as to underground equipment and facilities in the area where such activities will take place and the precautions necessary to insure that Grantor's underground equipment and facilities are not damaged or destroyed. 2.4 Mineral and Mining Rights. All mineral and mining rights in the Premises not owned by Grantor. 2.5 Existing Easements and Rights-of-way. All existing easements and rights-ofway in favor of third parties for public utilities, public roads, electric power facilities, telephone lines, railroad lines and the facilities located thereon. 2.6 Prior Rights of Others, Any and all prior rights of others which would be evident by a survey of the Premises whether or not documents therefor are of record. Settlement Agreement Page 3 DSW 12906 2 ADAD21-010736 HARTOLDMON0031713 2.7 Property Taxes. Any liens for ad valorem taxes for the current year which constitute a lien not yet payable, which lien Grantor shall pay. 2.8 Indenture. That certain indenture executed by Grantor to the Chemical Bank and Trust Company (now Chemical Bank), as Trustee, dated January 1, 1942, as amended and supplemented. Grantor warrants that it will, within One Hundred. Twenty (120) days from the date of this conveyance, secure release from said indenture of the Premises subject to the rights retained herein by Grantor. 2.9 Abandonment. In the event the Grantor completely removes each and every item of equipment or facilities on the Premises and makes no use of any part of the Premises for purposes within the scope of the easement reserved herein for a period of one year, the Grantee may give the Grantor written notice of the apparent abandonment and the Grantor's easement shall expire and terminate if the Grantor makes no use of any part of the Premises for purposes within the scope of said easement for a period of one year from the receipt by the Grantor of such notice, after which time the Grantee shall have complete title to the entirety of the Premises as if no easement had ever been reserved. 3. Remediation Responsibilities. Grantee will, at its sole cost and responsibility and with no contribution or involvement of Grantor except involvement related to the protection of Grantor's rights reserved under subsection 2.1 above or otherwise as stated in this Agreement, conduct and perform all negotiations with regulatory agencies, and any and all investigations, assessments, cleanup, remediation, and/or corrective action as may be required to address hazardous substances on the Premises and any conditions on adjacent lands caused by migration of hazardous substances from the Premises and also will be responsible, at its sole cost and responsibility and with no contribution or involvement of Grantor except as stated in this Agreement, for natural resource damage claims related to the Premises and such adjacent land. 4. Access to Other Property. After providing to Grantor advance notice of the time, date, and expected duration of entry, Grantee shall have the right of reasonable access to property adjacent to the Premises and belonging to Grantor as necessary to assess and investigate the migration of hazardous substances outside the boundaries of the Premises \ and, as necessary, to implement any required cleanup, remediation-^or corrective action. 5. Information Requirements. Grantee promises to notify and inform Grantor of . significant determinations or developments of a technical, regulatory, or legal nature relating to the assessment, remediation and/or corrective action on the Premises. Grantee shall provide to Grantor copies of all correspondence to and from all agencies involved in the cleanup and other interested parties by some convenient and prompt means. Such notification shall include information already possessed by the Grantee or developed in the course of assessment or remediation activities on the types, quantities, and location Settlement Agreement Page 4 1-2906-3 ADAD21-010737 HARTOLDMONOQ31714 of all hazardous substances which are confirmed to be present on the Premises and the precautions necessary to protect individuals who enter the Premises, at the direction of Grantor or in furtherance of Grantor's purposes, from exposure to hazardous substances at or from the Premises. i 6. Confidentiality of Shared Information. Grantee's performance under Section 5 of this Agreement may result in the transmission of information that is either confidential (known only to Grantee or its attorneys and/or consultants), preliminary (incomplete or unverified), or for settlement purposes (with governments or other interested parties). Grantor acknowledges Grantee's desire and responsibility to manage the assessment and remediation of the Premises, including communications with relevant authorities and the public, and pledges its good faith cooperation with Grantee's efforts. Grantor, therefore, agrees to not reveal information the Grantee identifies as confidential, preliminary, or settlement information to persons outside the Grantor, its attorneys, and/or consultants when so requested by Grantee. Grantor may, however, reveal such information: (a) to any employee, subcontractor, or agent of the Grantor when necessary to protect them or the Grantor's equipment or facilities and after obtaining their commitment to maintain the confidentiality of the information, (b) in response to any legal obligation or authority after notice to the Grantee and a reasonable opportunity for Grantee to intervene, (c) in defense or support of any claim made for or against the Grantor where the Grantor is not in breach of this Agreement by reason of such claim and after notice to the Grantee, and (d) whenever the Grantor presents credible evidence to the Grantee that the information has become public without a breach of this section. 7. Releases, Indemnities, Reimbursements, Notices and Covenant Not to Sue. 7.1 Cleanup, Remediation, and Corrective Action Costs. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against any and all costs, expenses, expenditures, and claims in the nature of assessment, cleanup, remediation, or corrective action costs related to the cleanup or remediation of the Premises and adjacent property, including groundwater, to which hazardous substances have migrated from the Premises, such as those which may be provided for under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended, the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended, and similar existing state or federal laws or causes of action. 7.2 Damages in the Nature of Natural Resource Damages. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against any and all costs, expenses, Settlement Agreement Page 5 DSH 129064 ADAD21-010738 HARTOLDMON0031715 expenditures, and claims in the nature of natural resource damages related to the presence of hazardous substances on the Premises and adjacent property, including groundwater, to which hazardous substances have migrated from the Premises, such as those which may be provided for under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601. et seq., as amended, and similar existing state or federal laws or causes of action Grantee expressly denies any responsibility for causes of action or theories of liability that do not exist under law as of the date of this Agreement or are created by amendments of existing law or future laws adopted after the date of this Agreement. 7.3 Injuries from Future Exposure to Hazardous Substances. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which result or which may be claimed to result from injury to, or death of, any person or from loss, injury, or damage to property or an interest of any kind or nature, to whomsoever belonging, which are alleged to be caused by or arises solely from exposure to hazardous substances at or from the site when the exposure occurs after the execution of this Agreement. This indemnity shall be valid even if such exposure was caused by or resulted from the negligence of the Grantor. This indemnity shall not apply to claims for exposure to hazardous substances from Grantor's equipment and facilities on the Premises or to claims brought by current or former employees, agents, contractors, or subcontractors of Grantor when the exposure occurs while such individuals were present on the Premises at the direction of Grantor or in furtherance of the Grantor's purposes after execution of this Agreement, such claims being governed by Subsection 7.5 of this Agreement. 7.4 Injuries to Grantee's Employees, Agents, and Contractors from Grantor's Equipment and Facilities. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from \ and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which result or which may be claimed to result from injury to, or death of, any current or former employee, . agent, contractor, or subcontractor of Grantee or from loss, injury, or damage to property or an interest of any kind or nature, belonging to any current or former employee, agent, contractor, or subcontractor of Grantee, which occur after execution of this Agreement and are alleged to be caused, in whole or part, by Grantor's equipment or facilities on the Premises or on any land owned by the Grantor to which said persons enter at the direction of the Grantee or in Settlement Agreement Page 6 ITnntC ADAD21-010739 HARTOLDMONOQ31716 furtherance of the Grantee's purposes pursuant to Sections 3 and 4 of this Agreement. This indemnity shall be valid even if the injury to Grantee's current or former employees, agents, contractors, or subcontractors was caused by or resulted from the negligence of the Grantor or a noncompliance with applicable codes, standards, regulations or laws. . 7.5 Injuries to Grantor's Employees, Agents, and Contractors from Future Exposure to Hazardous Substances. Grantor agrees to release and promises to protect, indemnify, hold harmless, and defend Grantee, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which result or which may be claimed to result from injury to, or death of, any current or former employee, agent, contractor, or subcontractor of Grantor from loss, injury, or damage to property or an interest of any kind or nature, belonging to any current or former employee, agent, contractor, or subcontractor of Grantor, which are alleged to be caused in whole or part from the exposure of current or former employees, agents, contractors, or subcontractors of Grantor to hazardous substances on the Premises when such exposure occurs after execution of this ' Agreement while such individuals were present on the Premises at the direction of Grantor or in furtherance of Grantor's purposes. This indemnity will not apply when the exposure results from a failure by Grantee to keep Grantor informed as required by Section 5 of this Agreement. Otherwise, this indemnity shall be valid even if the exposure of Grantor's current or former employees, agents, contractors, or subcontractors to hazardous substances on the Premises was caused by or resulted from the negligence of the Grantee. 7.6 Notice of Costs, Expenses, Expenditures and Claims. 7.6.1 Notification. If any action, proceeding or claim is brought or assessed against the Grantor or Grantee, which action, proceeding or claim, if determined adversely to the interest of Grantor or Grantee, would entitle it to indemnity pursuant to this Agreement, then such indemnified party shall protect its interests and promptly notify the other indemnifying party of the same in writing, and the indemnifying party shall be obligated to assume and pay for the defense and provide indemnity in accordance with this Agreement. Failure to promptly notify the indemnifying party will be considered a material breach of this Agreement and will, if the failure is prejudicial to the indemnifying party's ability to defend the claim, relieve the indemnifying party of any and all obligations to defend and indemnify the indemnified party against such action, proceeding or claim or the resulting disposition thereof or liability thereon. The indemnifying party, upon receipt of a notification requesting indemnification pursuant Settlement Agreement DSlnf 129066 Page 7 ADAD21-010740 HARTOLDMON0031717 to this Agreement, shall promptly notify the indemnified party, in writing, that the indemnifying party shall indemnify the indemnified party as to the matter or that the indemnifying party rejects the request for indemnification. 7.6.2 Enforcement Cost Recovery. In any action brought by Grantor or. Grantee against the other party to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover from the opposing party the reasonable attorney's fees and costs incurred by it in prosecuting or defending the enforcement action. 7.6.3 Cooperation in Indemnification. Grantor and Grantee, whenever either is an indemnified party, agree to cooperate fully in the implementation of the obligations and rights for indemnification under this Agreement, including but not limited to the execution of necessary documents and the reasonable availability of personnel or documents at no cost for time of employees and/or agents. 7.7 Cost of Relocation, Reinstallation, and Replacement of Grantor's Equipment and Facilities. 7.7.1 Facilities Depicted Generally on Exhibit B. If Grantor's equipment and facilities depicted generally on Exhibit B to this Agreement are modified, removed, and/or relocated pursuant to the provisions of Subsection 2.1 above, Grantee hereby assumes 50% of the financial responsibility, and will promptly reimburse Grantor accordingly based on an accounting of actual costs incurred by Grantor for such work, for any such relocation, reinstallation and/or replacement of Grantor's equipment and facilities. 7.7.2 Added Facilities. With regard to equipment and facilities installed on the Premises in addition to equipment and facilities depicted generally on Exhibit B (hereinafter "added facilities") which are required to be modified, removed and/or relocated to comply with any remediation regulation, permit, order, corrective action or remediation plan which is approved by any state or federal agency or court with jurisdiction over the response to hazardous substances on the Premises, the Grantor shall perform the required modification, removal and/or relocation at its own expense. With regard to any other added facilities that are modified, removed and/or relocated pursuant to the provisions of Subsection 2.1 above in order to perform assessment or remediation activities, the Grantee shall be responsible for and shall promptly reimburse the Grantor, based on an accounting of actual costs incurred by Grantor for such work, Settlement Agreement OSW 129067 Page 8 ADAD21-010741 HARTOLDMON0031718 for 50% of the actual costs incurred by the Grantor for any such modification, relocation or removal. 7.8 Covenant Not to Sue. Except to enforce provisions of this Agreement or any covenants contained in the deed conveying the Premises to Grantee, Grantor promises not to sue Grantee for recovery of assessment, remediation, and/or. corrective action costs or natural resource damages to the extent of the releases in Subsections 7.1 and 7.2. Likewise, Grantor will not allow the assignment or transfer to any third party any right Grantor may possess to sue Grantee for the immediately aforementioned costs or damages. If Grantor provides notice to Grantee pursuant to Subsection 7.6 and Grantee does not assume the defense of the action in question, Grantor reserves the right to implead Grantee, assert any available counter-claims, cross-claims or defenses against Grantee, and present any argument or evidence supporting such counter-claims, cross-claims, and defenses in any action for the recovery of cleanup, remediation, or corrective action costs brought against Grantor by any third party or governmental entity. 7.9 Limitations. Any claim or liability not specifically addressed by one of the above provisions in this section, such as third party toxic tort claims based on ' exposure to hazardous substances which occurred prior to the execution of this Agreement, is outside the scope of these provisions and shall not be governed by them. The financial responsibility, as between Grantor and Grantee, for such claims or liabilities will be settled when and if these claims or liabilities arise in whatever forum and by whatever means are appropriate. The provisions set forth above in this section shall not be interpreted as a waiver of or agreement not to sue or assert any claim, defense, counter-claims, and cross-claims, argument or evidence either party may wish to assert in any action brought by either party or any third party, including governmental entities, except where specifically provided for in the provisions of this section set Forth above or as otherwise stated in this Agreement. Further, Grantor and Grantee reserve all of their respective rights in the case of any breach of this Agreement or nonperformance of any provision in this Agreement. In the event that any agreement of the Grantee to release and indemnify the Grantor is invalidated to any extent or held unenforceable. Grantor's covenant not to sue Grantee is to the same extent invalid by agreement and Grantee hereby agrees not to assert any defense of laches or - any applicable statute of limitations based on the time period between the execution of this Agreement and the invalidation or unenforceability of Grantee's . agreement to release and indemnify Grantor. The Grantee's immediately aforestated agreement regarding time-based defenses shall not affect any other claims or defenses Grantee may have to any action Grantor may bring. 8. Taxes. Grantor will pay ad valorem taxes assessed against the Premises by reason of the Grantor's easement or the Grantor's equipment or facilities located on the Premises. Settlement Agreement DSW 129068 Page 9 ADAD21-010742 HARTOLDMON0031719 4 i Taxes applicable to the transfer of the Premises shall be shared equally by Grantor and Grantee. 9. Payment Amount. Grantor will submit, upon closing of the real estate conveyance, a one-time payment to Grantee of $775,000.00 in complete fulfillment of Grantor's financial responsibility as stated in this Agreement. 1. 10. Closing Date and Place. The conveyance shall be closed and the Deed, in the form of the Deed attached as Exhibit C hereto, and possession of the Premises shall be delivered to Grantee by Grantor on or before December 31, 1993 (the "Closing Date"). The Closing shall be held at Anniston, Alabama. 11. Closing Requirements. At Closing, the Premises shall be conveyed, assigned and delivered to Grantee according to the following provisions. 11.1 Grantor's Requirements. Grantor shall execute and/or deliver the following to Grantee: . 11.1.1 The Deed covering the Premises in the form of Exhibit C hereto and containing the legal description of the Premises as shown in Exhibit A hereto. 11.1.2 The consideration set forth in Section 9 of this Agreement. 11.1.3 Possession of the Premises, subject to the exceptions and reservations set forth in the Deed. 11.2 Disclaimers and Limitations. Grantor hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Premises including, but not limited to, the water, soil and geology, and the suitability thereof for any uses Grantee may elect to conduct thereon, and (ii) except for any warranties contained in the deed conveying the Premises from Grantor to Grantee, the nature and N extent of any right-of-way, possession, lien, encumbrance, Ucense, reservation, , condition or otherwise. Grantor has not made and does not make any representations concerning the physical condition, the habitability or the quality of construction, workmanship, merchantability or fitness for any particular purpose, the accuracy or completeness of any information or data provided by Grantor to Grantee and compliance with law or any other matter affecting or related to the Premises. Grantee expressly acknowledges that no such other representations have been made. It is expressly understood and agreed that the Premises contain hazardous substances and that the Premises are being conveyed hereunder "AS IS" and "WITH ALL FAULTS", without any representation or Settlement Agreement DSW 129.069 Page 10 ADAD21-010743 HARTOLDMON0031720 i t- warranty by Grantor. Grantee expressly acknowledges to Grantor that Grantee has entered into the Settlement Agreement and accepted the conveyance of the Premises without relying upon any such representation or warranty by Grantor, its agents or contractors, or by any other person or entity with respect to the condition of the Premises or any part thereof. ,4 11.3 Grantee's Requirements. Grantee shall execute the Deed. , f, 12. Warranties and Representations of Grantor and Grantee. Grantor and Grantee hereby represent and warrant to and in favor of each other that, as of the date hereof: 12.1 They each have or will obtain all requisite power and authority to enter into this Agreement and consummate the transactions herein contemplated and all necessary and proper corporate action, approvals and authorizations have been taken or given to authorize the execution and delivery of this Agreement and the performance of the obligations hereunder. This Agreement shall be enforceable in accordance with its terms upon each of them. 12.2 They each are corporations duly organized, validly existing, and in good standing in the jurisdiction of their incorporation and in the State of Alabama. 12.3 The execution and performance of this Agreement will not be a default under or otherwise violate any material contract or agreement, or any order, law or regulation to which either of them may be subject. 13. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the undersigned parties and their respective successors and assigns. The provisions, conditions, and undertakings hereinabove concerning the Premises and the easement retained by the Grantor, shall constitute covenants and shall run with the title to the land herein conveyed and be applicable and binding forever between the parties and their successors and assigns. No assignment hereof by Grantor or Grantee shall be valid without the prior written consent of the other party which may be withheld at such party's sole discretion and without regard to any commercial standard. ,14. Governing Law. This Agreement and the rights and obligation^ of the parties hereto shall be governed by the law of the State of Alabama, including its conflict of law rules. 15. Amendment. No amendment of this Agreement shall be effective unless in writing and signed by the parties hereto. Settlement Agreement DSW 129070 Page 11 ADAD21-010744 HARTOLDMON0031721 16. Construction of Agreement. 16.1 Negotiated Document. This Agreement shall be construed and interpreted without reference to the principle that a contract is to be construed against the drafter thereof. It is acknowledged and agreed by the parties hereto that the provisions hereof have been drafted by both parties hereto through the course of. negotiations. 16.2 No Admission of Liability. This Agreement shall not, under any circumstances, be construed as an admission by any person, entity or party (including Grantor and Grantee) of any liability with respect to the Premises. This Agreement shall not constitute or be used as evidence of any admission by any person, entity, or party (including Grantor and Grantee), nor be admissible in any proceeding except an action brought by either Grantor or Grantee against the other party to seek enforcement of any of the terms herein. 17. Merger; Entire Agreement. It is understood and agreed that all undertakings and agreements previously had between the parties and their counsel or other representatives are merged in this Agreement, which alone fully and completely expresses their agreement and that the same is entered into after full investigation, neither party relying upon any statement or representation, or warranty not embodied in this Agreement, made by or on behalf of the other. This Agreement and any Exhibits attached hereto state the entire agreement between the parties and merge in this Agreement all statements, representations, and covenants heretofore made, and any other agreements not incorporated herein are void and of no force and effect. 18. No Recordation of Agreement. Both Grantor and Grantee agree that, except for a deed in the form of Exhibit C hereto, neither will at any time record this Agreement, or any memorandum, abstract or notice thereof. However, Grantee will provide this Agreement to any party to whom the Grantee agrees to transfer ownership or control of the Premises. 19. Attorney and Other Fees. Grantee and Grantor each shall pay its own attorney's, accountant's and consultant's fees in connection with this Agreement, except as provided ` for in Subsection 7.6.2. \ .- T T 20. ' Unenforceable Provisions. In case any one or more of the covenants, agreements, terms or provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions contained herein shall be in no way affected, prejudiced or disturbed thereby except as specifically provided for in Subsection 7.9 of this Agreement. Settlement Agreement DSW I2907rl Page 12 ADAD21-010745 HARTOLDMON0031722 I 21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 22. No Waiver to Afreet Another. No waiver of any right or default hereunder shall extend to or shall affect any other right or any subsequent or any other then existing default on shall impair any rights, powers or remedies consequent thereon. 23. Time of the Essence. Time shall be of the essence of this Agreement and the transactions contemplated herein. 24. Exhibits. The following Exhibits are attached hereto and made a paxt of this Agreement for all purposes: Exhibit A Exhibit--B Exhibit C Description of Premises Depiction of the Premises Form of Deed 25. Survival. Grantor and Grantee intend that all the provisions of this Agreement shall survive and remain fully effective and undisturbed notwithstanding the execution of a deed in the form of Exhibit C attached hereto or any generally applicable principles of merger associated with and otherwise applicable to documents of real estate conveyances. IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be duly executed as of the day and year First above written. GRANTOR: ALABAMA POWER COMPAJNY By:. Its: \}; -TV-e-S, i de-vi: GRANTEE: MONSANTO COMPANY ___I) jk' ' Its: Settlement Agreement OSH 129072 **aSe ^ ADAD21-010746 HARTOLDMON0031723 STATE OF ALABAMA i i CALHOUN COUNTY I, 'flu. a Pptary public in and for said county in said state, hereby certify tM uJ. CL ____________ , whose. name as vtL?A rAJJi'ch*J . of ALABAMA POWER COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this qL(2 day of . 1993. [ Notarial Seal ] 7-3 /- 9S' My Commission Expires: STATE OF 01 iJSou.f i COUNTY OF 5\-. CUtir g-uT-S I, .Wkv\\ fA . O'ltXcUigJn, a notary public in and for said county in said state, hereby certify that fV\ ,r.Kn pJ ~R FarrsmcLn, whose name as .jl iO Jnr, I TrojrdsDf MONSANTO COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, . as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this day of f . 1993. [ Notarial Seal ] ^ Notary Public t` JOAN! ft MAOCEH My Commission Expires: JMYPIMJLSME OF MISSOURI 3 `It COMMISSION EXPIRES JUNE 29. iK ST. CHARLES $UNTt Spt'Mpmpnt Agreement -DSW 129073 Page 14 ADAD21-010747 HARTOLDMON0031724 EXHIBIT A i Legal Description of the Premises A parcel of land in the southwest 1/4 of Section 12, Township 16 South, Range 7 Hast, more particularly described as follows: . =. Commence at the northwest comer of Section 12, Township 16 South, Range 7 East, thence S 34 degrees 20' 06" E 3197.76 feet to the point of beginning; thence S 89 degrees 50' 02" E 452.23 feet; thence S 00 degrees 18' 13" E 329.82 feet; thence N 89 degrees 46' 10" E 195.01 feet; thence S 00 degrees 18' 55" E 257.56 feet; thence S 33 degrees 03' 55" E 484.29 feet; thence S 71 degrees 13' 19" W 145.35 feet; thence S 72 degrees 22' 20" W 157.67 feet; thence S 73 degrees 49' 01" W 97.04 feet; thence N 89 degrees 14' 44" W 548.38 feet; thence N 00 degrees 45' 52" E 1108.21 feet to the point of beginning. \ DSH 12907A ADAD21-010748 HARTOLDMON0031725 EXHIBIT B Depiction of the Premises i DSW 1.2 90 75 ADAD21-010749 HARTOLDMONOQ31726 EXHIBIT C Form of Deed j.i This Instrument Prepared By: Matthew W. Bowden Batch &. Bingham 1901 Sixth Avenue North, Suite 2600 Birmingham, Alabama 3S203 Send Tax Notice To: _____________________ _____________________ _____________________ STATE OF ALABAMA CALHOUN COUNTY DEED KNOW ALL MEN BY THESE PRESENTS; That ALABAMA POWER COMPANY, an Alabama corporation (`Grantor*), for and in consideration of One and No/100 Dollars ($1.00), the covenants, releases, indemnities, and other undertakings set forth herein, and other good and valuable consideration given to it by MONSANTO COMPANY, a Delaware corporation ("Grantee'), the receipt of which is hereby acknowledged. Grantor, by these presents, does hereby grant, bargain, sell and convey unto Grantee, its successors and assigns, subject to the covenants, terms, conditions, reservations, exceptions and limitations hereinafter set forth, the following described real estate situated in Calhoun County, Alabama, to wit: A parcel of land in the southwest 1/4 of Section 12, Township 16 South, Range 7 East, more particularly described as follows: Commence at the northwest comer of Section 12, Township 16 South, Range 7 East, thence S 34 degrees 20' 06* E 3197.76 feet to the point of beginning; thence S 89 degrees 50' 02* E 452.23 feet; thence S 00 degrees 18' 13" E 329.82 feet; thence N 89 degrees 46' 10* E 195.01 feet; thence S 00 degrees 18' 55' E 257.56 feet; thence S 33 degrees 03' 55" E 484.29 feet; thence S 71 degrees 13' 19" W 145.35 feet; thence S 72 degrees 22' 20" W 157.67 feet; thence S 73 degrees 49* 01* W 97.04 feet; thence N 89 degrees 14* 44" W 548.38 feet; thence N 00 degrees 45' 52" E 1108.21 feet to the point of beginning. The above described lands, hereinafter called the "Premises,* are shown outlined in bold on Exhibit A attached herHeto. _* THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS SPECIFICALLY RESERVED FROM THIS CONVEYANCE THE FOLLOWING: 1. Grantor's Easement. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns a perpetual easement to use the Premises and any portion thereof for electricity distribution and transmission and communications purposes. Grantor shall have the right to continue using all electricity distribution, transmission, and communications (including fiber optics) equipment and facilities currently existing on the Premises and may operate, maintain, change, relocate, or remove such equipment and facilities or install, operate, maintain, change, relocate, or remove such new equipment and facilities which Grantor, in its sole discretion, deems necessary or desirable to insure continuous, uninterrupted service in all areas served by such equipment and facilities. Nevertheless, the Grantor agrees that no equipment in D5W I29Q76 ADAD21-010750 HARTOLDMON0031727 Addition to the equipment and facilities depicted generally on Exhibit A will be installed on the Premises 1 before January 1, 1999 except equipment and facilities needed to respond to a catastrophic loss or electric service emergency. Electricity distribution, transmission, and communications (including fiber optics) 'equipment and facilities* includes, but is not limited to, electricity distribution, transmission, and communications lines, poles, towers, supports, conduits, conductors, cables, insulators, anchors, guy wires, counterpoise conductors, substations, switching yards, communications circuits, subsurface grounding devices, security fencing around substations and switching yards, and other appliances connected therewith, which are now, or may be in the future, located on, over, across, or under the Premises. As used in this Deed, the term 'equipment and facilities depicted generally on Exhibit A* includes any equipment or facilities installed in the same location as depicted generally on Exhibit A to repair or replace such equipment or facilities. Grantor shall at all times have the right of access, ingress, and egress to the Premises and all rights and privileges necessary or convenient for the full enjoyment and use of the Premises for the purposes described above, including the right to keep the Premises clear, by any means including chemical applications, of all trees and vegetation and other obstructions which might interfere with Grantor's use of the Premises, except that any chemical applications shall have the prior approval of the Grantee, which approval shall not be unreasonably withheld. Grantor shall be responsible for exercising these rights in compliance with all applicable regulations, permits, orders or approved corrective action or remediation plans. Grantor's equipment and facilities shall be modified, removed, and/or relocated as needed to perform assessment or remediation activities or to comply with such regulations, permits, orders, or approved corrective action or remediation plans and the financial responsibility therefor shall be determined pursuant to Subsection 7.7 of that certain Settlement Agreement between the Grantor and Grantee dated December 20, 1993 and incorporated herein by reference in Section 10 hereof. Before drilling, digging, excavating, or otherwise disturbing the subsurface of the Premises, Grantor shall notify the Grantee of the location and nature of the subsurface work and seek information on restrictions applicable to or hazards associated with such subsurface disturbances and take the precautions necessary to insure that such activities comply with any applicable regulation, permit, order, or approved corrective action or remediation plan. Similarly, before installing on the Premises any equipment or facilities in addition to the equipment and facilities depicted generally on Exhibit A, Grantor shall notify Grantee of the nature and location of the intended installation and shall be responsible for any specific remediation obligations created by construction of such additional equipment and facilities. 2. Ownership of Facilities and Equipment on the Premises. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns ownership of and title to any and all equipment and facilities which are currently located on the Premises and those which may be placed on the Premises in the future, pursuant to the easement retained by Grantor as described in Section 1 of this Agreement. The general types and quantities and approximate locations of Grantor's equipment and facilities which currently exist on the Premises are shown on Exhibit A- More specific and detailed information on the types, quantities, dimensions and locations of such equipment and facilities will be provided to Grantee by Grantor on request If any release of a hazardous substance on the Premises occurs from Grantor's equipment and facilities. Grantor shall remediate said release in accordance with applicable federal, state, and local laws N and regulations. Grantor shall not store, treat or dispose on the Premises any hazardous substance or waste \ material which contains any hazardous substance. Grantor's equipment and facilities on the Premises shall comply with applicable codes, standards, regulations and laws. 3. Grantee's Use of the Premises. Grantee may make any use of the Premises that will not interfere with the Grantor's easement reserved in Section 1 above, provided however, that the Grantee must notify the Grantor in advance of the nature and location of any use other than investigation, assessment, monitoring, corrective action or remediation, maintenance activities and any other use or activity necessary, appropriate, convenient or required to address hazardous substances on the Premises. As used in this Deed, the term 'hazardous substances' refers to those substances defined in 42 U.S.C. 9601(14). Any Exhibit C (Form of Deed) USW 129.077 2 ADAD21-010751 HARTOLDMON0031728 use of the Premises by the Grantee, especially those which may result in a change of the finished slope or * * grade of the Premises, shall be performed in such a manner so as not to cause Grantor's equipment and facilities to be in violation of the standards and specifications of the National Electric Safety Code and other standards and specifications imposed on such equipment and facilities by federal or state laws and regulations, unless required by an applicable regulation, permit, order, or approved corrective action or remediation plan. If Grantee's use of the Premises will unavoidably create a condition which will cause such a violation, Grantee shall notify Grantor in writing at least 15 days in advance. Grantee shall use caution in operating machinery and equipment on the Premises to assure clearance between the machinery and equipment and Grantor's equipment and facilities. Before drilling, digging, excavating, or otherwise disturbing the subsurface of the Premises, Grantee shall notify Grantor and seek information as to underground equipment and facilities in the area where such activities will take place and the precautions necessary to insure that Grantor's underground equipment and facilities are not damaged or destroyed. 4. Mineral and Mining Rights. All mineral and mining rights in the Premises not owned by Grantor. 5. Existing Easements and Rights-af-way. All existing easements and rights-of-way in favor of third parties for public utilities, public roads, electric power facilities, telephone lines, railroad lines and the facilities located thereon. 6. Prior Rights of Others. Any and all prior rights of others which would be evident by a survey of the Premises whether or not documents therefor are of record. 7. Property Taxes. Any liens for ad valorem taxes for the current year which constitute a lien not yet payable, which lien Grantor shall pay. 8. Indenture. That certain indenture executed by Grantor to the Chemical Bank and Trust Company (now Chemical Bank), as Trustee, dated January 1, 1942, as amended and supplemented. Grantor warrants that it will, within One Hundred Twenty (120) days from the date of this conveyance, secure release from said indenture of the lands conveyed hereunder subject to the rights retained herein by Grantor. 9. Abandonment. In the event the Grantor completely removes each and every item of equipment or facilities on the Premises and makes no use of any part of the Premises for purposes within the scope of the easement reserved herein for a period of one year, the Grantee may give the Grantor written notice of the apparent abandonment and the Grantor's easement shall expire and terminate if the Grantor makes no use of any part of the Premises for purposes within the scope of said easement for a period of one year from the receipt by the Grantor of such notice, after which time the Grantee, shall have complete title to the entirety of the Premises as if no easement had ever been reserved. 10. Notice of Covenants. In addition to all terms contained elsewhere in this Deed, the Premises herein are conveyed subject to certain 'Releases, Indemnities, Reimbursements, Notices and Covenants Not to Sue* \ set forth in Section 7 of that certain Settlement Agreement by and between Alabama Power Company and ^ Monsanto Company dated the 20th day of December, 1993, which are more particularly described as follows: Section 7.1. Cleanup, Remediation, and Corrective Action Costs. Exhibit C (Form of Deed) DSW 129078 3 ADAD21-010752 HARTOLDMONOQ31729 Section 7.2. Section 7.3. Section 7.4. Damages in the Nature of Natural Resource Damages. Injuries from Future Exposure to Hazardous Substances. Injuries to Grantee's Employees, Agents, and Contractors from Grantor's Equipment and Facilities. Section 7.5. Injuries to Grantor's Employees, Agents, and Contractors from Future Exposure to Hazardous Substances. Section 7.6. Notice of Costs, Expenditures and Claims. Section 7.7. Cost of Relocation, Reinstallation, and Replacement of Grantor's Equipment and Facilities. Section 7.8. Covenant Not to Sue. Section 7.9. Limitations. Section 7 of said Settlement Agreement is incorporated herein by reference as though set out in full and the provisions thereof shall constitute covenants and shall run with the title to the land herein conveyed and be applicable and binding forever between the parties and their successors and assigns. Inquiries regarding this incorporation by reference should be directed to Monsanto Company, 800 N. Lindbergh Blvd., St. Louis, MO, 63167 or Alabama Power Company, 600 N. 18th Street, Birmingham, AL, 35203. 11. Disclaimers and Limitations. Grantor hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Premises including, but not limited to, the water, soil and geology, and the suitability thereof for any uses Grantee may elect to conduct thereon, and (ii) except for any warranties contained, in the deed conveying the Premises from Grantor to Grantee, the nature and extent of any right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise. Grantor has not made and does not make any representations concerning the physical condition, the habitability or the quality of construction, workmanship, merchantability or fitness for any particular purpose, the accuracy or completeness of any information or data provided by Grantor to Grantee and compliance with law or any other ma.tter affecting or related to the Premises. Grantee expressly acknowledges that no such other representations have been made. It is expressly understood and agreed that the Premises contain hazardous substances and that the Premises are being conveyed hereunder "AS IS" and "WITH ALL FAULTS", without any representation or warranty by Grantor. Grantee expressly acknowledges to Grantor that Grantee has entered into that certain Settlement Agreement made by and between Grantor and Grantee dated December 20, 1993 and accepted the conveyance of the Premises without relying upon any such representation or warranty by , Grantor, its agents or contractors, or by any other person or entity with respect to the condition af the ^ Premises or any part thereof. ^ 12. Covenants Running with the Land. The provisions, conditions, releases, indemnities, and other .undertakings hereinabove concerning the Premises and the easement retained by the Grantor, shall constitute covenants and shall run with the title to the land herein conveyed and be applicable and binding forever between the parties and their successors and assigns. 13. Settlement Agreement Grantor and Grantee intend that all the provisions of that certain Settlement Agreement made by and between Grantor and Grantee December 20, 1993, shall survive and remain fully Exhibit C (Foma of Deed) 4 ADAD21-010753 HARTOLDMON0031730 effective and undisturbed notwithstanding the execution of this conveyance or any generally applicable1 principles of merger associated with and otherwise applicable to documents of real estate conveyances. TO HAVE AND TO HOLD unto the said Monsanto Company, a Delaware corporation, its successors and assigns, FOREVER. IN TESTIMONY WHEREOF, the said Alabama Power Company, and Monsanto Company, by their duly authorized officers, have hereunto caused this instrument to bo executed and to be effective thisth day of December, 1993. GRANTOR: WITNESS: ALABAMA POWER COMPANY By: Its: WITNESS: GRANTEE: MONSANTO COMPANY By:________ Its: Exhibit C (Form of Deed) DSW 129080 5 ADAD21-010754 HARTOLDMON0031731 STATE OF________________ tf COUNTY OF I, ,, a notary public in and for said county in said state, hereby certify that______ ___, whose name asof ALABAMA POWER COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, be, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this____ day of . 1993. [ Notarial Seal ] Notary Public My Commission Expires:_____ STATE OF COUNTY OF I,, a notary public in and for said county in said state, hereby certify that______________________________________ . whose name as_____________________________ of Monsanto Company, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument,, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this____ day of, 1993. [ Notarial Seal ] Notary Public My Commission Expires:_____ Exhibit C (Form of Deed) DSW 129081 ADAD21-010755 HARTOLDMON0031732 EXHIBIT A TO DEED Depiction or Premises [Final version of map shown as Exhibit B to Settlement Agreement to be attached here at the time of execution of the Deed], *r OSW 129082 ADAD21-010756 HARTOLDMON0031733 Officii Oi i'll I! ATTORNKV-viKNKIiAI. (.1 *< `. Ml", j Oc nrOorwj tc f Director . Alabama Department of ' ' Env i ronmenta l" Management" 1751 Federal Drive Montgomery, Alabama 36130 ' ` -- " - . ... - . ' -- - - i Re: Monsanto Chemical Co., ' Anniston, Alabama Dear Mr. Broadwater: On Monday, February 25, 1935, nembe s of the Attorney General's staff met with representatives of .Monsanto Chemical Companv concerning the finding by this o rice of ?C3s in 5now Crfri'i; sediments. The level? foe.-.-, in sc <.->:ces.". of ifJOyi.m an.: were as hint as 1--: approximately 1-1 1 '2 miles from me pi?., 1 information on the samples is .same v la to transmit any of it whim. you mi;; contact us cn what information veu want. We expect to meet with the company again shortiv and yetm or your representatives are invited tc attend. We will inform you of the time of our next meeting and of further developments in this matter. Since cnis matter involves potential litigation, we would appreciate your- office refer ring inquiries from Monsanto to this office and that your office do nothing which might jeopardies this potential 1 i t iga t ion. S e-re ; / ,n \ " / VA s/ /r,*, c* ? .-n m, .. <yx~ 'J c c: David Luride: Charles Ho:r Dan Cooper -1 /f c? <3 ADAD21-010757 HARTOLDMON0031734 News Buddy Siiand (2QS) 231-3315 Aorii 93 Attachment c Alabama Power me saumefrt sectric system ANNISTON--Alabama Power Company coday notified scare and federal environmental officials thac preliminary analyses of material found at an Annisccn substation indicate significant concentrations of polychlorinated biphenyls (PCBs). A protective cover is being installed over-the material, although company officials have no reason to believe the site poses any immediate threat to public health and safety. The material was discovered during a routine inspection cf the 25 acre site located 2 miles west of Anniston. The April 7 Inspection was part of Alabama Power's ongoing environmental assessment program. During that inspection, Alabama Power employees discovered a hardened tar-like material which had apparently seeped from a hillside above an electrical switchstation. "The contamination at the site is not consistent with the location and operation of this electrical substation," said Ronnie Smith, manager of Alabama Power's Eastern Division. "The southern half of the substation property was used as a landfill prior to 1961, when Alabama Power' acquired the property from Monsanto Chemical Company." Initial screening tests indicate that the material tested could contain at least 3l PCBs. More sophisticated analyses are in process and will be completed next week. {mare) f Z PLAINTIFF'S I I EXHIBIT ll b 1 I I ADAD21-010758 HARTOLDMONOQ31735 "Ac this time, wa are implamenting a full-scale investigation of the ai.ce," Smith said. "In addition to filing reports with tha required federal and state agencies, ua ara voluntarily notifying a number of 3tate and 'local government officials, community groups and community leaders. Above all, Alabama Power Is committed to ensuring chac every necessary and appropriate action is taken in response to this situation to protect public health and the environment. *. *** ADAD21-010759 HARTOLDMONOQ31736 "act Sheet Discovery of Contamination at Che Anniston Transmission Substation April 23, 1993 I. Site Location and History Alabama Pover Company ovns and operates the Anniston Transmission Substation, .which consists of three eleccrical switch yards on approximately 25 acres of land. Portions of this property have been in use for electrical operating purposes since 1919. The substation property Is located two miles vest of Anniston, Alabama in Calhoun County, on the north side of Highway 202. It is bordend by the Southern and LAN Railroad lines on the north, property owned by Monsanto Chemical Company on the east, Highway 202 on the south, and Old Coldvater Road on the vest. The southern half (13.3 acres) of the substation property was owned by Honsanto Chemical Company until November 27, 1961. At that time, Monsanto conveyed the parcel to Alabama Power Company in exchange for adjacent property then owned by Alabama Pover Company that Monsanto needed to expand its plant operations in Anniston. A distribution substation, a portion of a transmission switchyard and several pole structures are now located on the parcel obtained in the trade vith Honsanto. Access to the site is prevented by a security fence. Until very recently, the parcel supported a thick, growth of kudzu. Roughly five years ago, Alabama Paver Company began to remove this kudzu and otherwise improve the appearance of the southern half of the substation property. By 1992, most of the kudzu had been removed. II. Discovery of Contamination As part of Alabama Power Company's ongoing environmental assessment program, a routine inspection of the substation was conducted on April 7, 1993. Alabama Power Company employees discovered a hardened tarlike material which had apparently seeped from an exposed hillside and certain carbon electrodes commonly associated vith chemical manufacturing. The Company began immediately to investigate and assess the site. Preliminary analyses of samples of the discovered material revealed significant concentrations of Polychlorinated biphenyls (PCEs). Initial screening tests indicate that the material tested could contain at least FCBs. Mors sophisticated analyses are in process and will be complete next week. At this time, the complete nature and extent of contamination is unknown. However, the Company has no reason to believe the site poses any immediate threat to: public health and safety. III. Source of Contamination The contamination at the site is not consistent with the location and operation of this electrical subs cation. According to the previous owner, the southern hair of the substation property vas used as a landfill prior to Alabama Power Company's ownership. Contacts have been made vith Monsanto to obtain all available information about this site's prior use. ADAD21-010760 HARTOLDMONOQ31737 IV. Acrions Taken in Response As mentioned above, Alabama Paver Company began invescigacing and assessing this site immediately after its discovery on April 7, 1993. This investigation includes examining che Company's records related to the site, discussing the site with Monsanto, physically inspecting the site, and sampling and analyzing various materials from the surface of the hillside. Alabama Pover Company today reported its findings to the National' Response Center, the Environmental Protection Agency and the Alabama Department of Environmental Management, as required by lav. In addition, the Company is voluntarily notifying a number of state and local governmental officials, community groups, and community leaders. Furthermore, the Company Is installing a protective cover over the exposed material. Alabama Pover Company, in conjunction'*vith federal and state authorities, now plans to fully define the nature and extent'of the contamination. This will involve a full-scale investigation of the site and the immediate vicinity. The Company vill seek, cooperation in this effort from previous ovners of the site vho may have important information on hov the site vas used before 1961. Alabama Pover Company is committed to ensuring that every necessary and appropriate action is taken in response to this problem in order to protect the public health and the environment. The Company welcomes any questions or comments about the site. They should be directed to Ronnie Smith, Alabama Pover Company, Box 129, Anniston, Alabama, 36202 or (205) 231-3302. ADAD21-010761 HARTOLDMON0031738 Alabama Department of Environmental Management In The Matter Of: MONSANTO COMPANY Anniston, Calhoun County, Alabama I. D. No. ALD 004 019 048 ) ) ) ) CONSENT ORDER NO. 96-054-CHW ) ) -) aU'DJh? Pursuant to the provisions of the Alabama Environmental Management Act, 22 22A-1 through 22-22A-16, Code of Alabama (1975), as amended, the Alabama Hazardous Wastes Management and Minimization Act, 22-30-1 through 22-30-24, Code of Alabama (1975), as amended, and the ADEM Administrative Code of Regulations ("ADEM Admin. ** Code R.") promulgated pursuant thereto, and without the adjudication of any issues of fact or law and upon the consent of the parties hereto, the Alabama Department of Environmental Management (hereinafter,*"the Department") makes the following FINDINGS: 1. Monsanto Company (hereinafter, "Monsanto") is the owner and/or operator of n Jwi/.wdoiet wjinlo trenlmcnt, storage and disposal facility locntod nn Highway 202 West, in Anniston, Calhoun County, Alabama, operating under audiui liy of ADEM Iloitmloua Wnatc Facility Permit No. 004-019-048, issued September 9, 1986. Said permit authorized the operation by Monsanto of a landfill, container storage area, and surface impoundment, subject to certain conditions and limitations. 2. The Alabama Department of Environmental Management is n duly constituted agency of the State of Alabama pursuant to 22-22A-1 ilirougJi 22-22A-16, Code of Alabama 1975, as amended. 3. Pursuant to 22-22A-4(n), Code of Alabama 1975, as amended, the Department is the state hazardous waste control agency for the purposes of the federal Solid ADAD21-010762 HARTOLDMON0031739 Waste Disposal Act, 42 U.S.C. 6901, et seq., as amended. In addition, the Department is authorized to administer and enforce the provisions of the Alabama Hazardous Wastes Management and Minimization Act, 22-30-1 through 22-30-24, CodeJitAlahfliiia (1975), as amended. 4. The subject facility is operated by Monsanto _ Company, a Delaware -* 4 Corporation, for the production of industrial chemicals. The plant site consists of four tracts of property, separated by highways, railroads, and utility right-of-ways. In total, Monsanto owns 530 acres of which approximately 13 percent of the acreage is used for present operations. 5. Operations at the site began in 1917 with the formation of the Southern Manganese Corporation which manufactured ferro-manganese, ferro-silicon, ferro- phosphorus, and phosphoric acid. In 1927, the company began production of polyphenyl. In 1930, Southern Manganese Corporation became Swann Chemical Company. In 1935, Monsanto purchased Swann Chemical Company as its new Phosphate Division. In 1954, the Phosphate Division became the Inorganic Division with headquarters in St. Louis, Missouri. In the early 1970's, the site was transferred to the Agricultural Products Company, now called Monsanto Company, which has since maintained control. 6. Pursuant to 22-30-19(b), Code of Alabama (1975), as amended: "Whenever, on the basis of any information, the department determines that there is or Iiqs been a release of hazardous waste into the environment from a faeiliiy authorized to operate under Section 22=3012(1), the department may Issue an order requiring corrective action or such other response measure as it deems necessary to protect human health or the environment." 7. Preliminary soil analyses conducted at the Monsanto facility indicate the presence of polychlorinated biphenyls (PCBs) both on and off-site of the Monsanto facility, lo-wit: in nnd nronnd the West-End Landfill (WEI.): the E.nst Drninngc Ditch (FDD); and. the Northern Drainage Ditch (NDD). 8. PCBs are listed as a hazardous constituent pursuant to ADEM Admin. Code 335-14-2-Appendix VIII and 335-14-5-Appendix IX. ADAD21-010763 HARTOLDMON0031740 9. Monsanto neither admits nor denies the Findings contained in this consent order. However, in an effort to cooperate with the Department and to address the findings cited nhovo, Monsanto consents to the terms of tills Order. MOfiSBIllO does IlOt HdlTiil Hny violations of State or Federal law by entering into this Consent Order. 10. The Department agrees to this Consent Order upon a determination that the terms are in the best interests of the citizens of Alabama in addressing the findings oited hereinabove. ORDER Based upon the foregoing FINDINGS and pursuant to 22-22A-5(10), 22-22A5(12), 22-22A-5(18), and 22-30-19, Code of Alabama 1975, as amended, and with the consent ofMonsanto it is hereby ORDERED: A. That in order to minimize the risk of exposure to PCBs of people living in contaminated areas around the East Drainage Ditch, Monsanto shall undertake the following measures : , (1) Within (7) days of issuance of this Order, Monsanto shall begin efforts to relocate all residents located in dwellings that were sampled for PCB dust levels as found in Attachment I, (2) Within Iwonty-ono (21) dnya of Issuance of this Order, Monsanto shall certify to the Department the completion of rolocntlon efforts. (3) Relocations required by Paragraphs A.(l) and A.(2) shall be required until such time as it is satisfactorily demonstrated that the risk of exposure at a given location (e.g., house and property) has been satisfactorily mitigated. (4) It shall not be a violation of this Order if a resident refuses to be relocated at nil, or refuses lo be totaled willlin Hie timeframe?! Del urn In Paragraph A.(2). (5) Monsanto shall offer to attempt to mitigate exposure fur those residents who refuse to be relocated or who delay relocation pursuant to Paragraph A.(4). ADAD21-010764 HARTOLDMON0031741 -4- (6) Monsanto shall offer weekly dust removal services to the Bethel Missionary BnpttBt Church, locntocl nt 801 Boynton Avenue, and to (ho Mars ITiM Missionary Bnptist Church, located nt 1508 W, 6th Street, both located in Anniston, AL. B. That in order to address potential PCB contamination in areas A, B, C and D, as identified in Attachment U, Monsanto shall undertake the .following measures: . -i (1) Within seven (7) days of issuance of this Order, Monsanto shall submit to the Department a soil sampling plan for areas A, B, C, and D as identified in Attachment n. ' (2) The sampling areas identified in Attachment II shall be prioritized in the order of: C, D, B, and A. (3) Within fourteen (14) days of issuance of this Order, Monsanto shall begin implementation ofthe sampling plan, (4) Beginning within twenty-one (21) days of issuance of this Order, Monsanto shall submit to the Department biweekly (once every two weeks) assessment reports containing data collected to date, and conducted pursuant to this Paragraph B. (5) That within 30 days of completion of the sampling pursuant to this paragraph B, Monsanto shall submit a Final Assessment Report of activities with any additional recommendations. (6) Any further action based on the Final Assessment Report to mitigate exposures slmil bo nddro.inod by n ruihnaqucnl Order or tho AirWMMA permit. C. That in order to address other off-site areas to the west of the West End Landfill, to the north of the facility, and to the east of the facility that may have the potential for PCB contamination, Monsanto shall undertake the following measures: (i) Within sixty (60) days of of llifs Drder, Monsanto almll identify ull such ureas of potential PCB contamination based upon past facility activities, known or suspected disposal activities, and known or suspected routes of migration, and shall propose a plan (with implementation schedule) for extensive sampling and analysis of all identified areas in order to accurately identify the concentration and boundaries of PCB ADAD21-010765 HARTOLDMON0031742 -5- contamination. Unless directed otherwise by the Department in witting, Monsanto shall implement the sampling plan as proposed and scheduled. (2) In accordance wlili die approved schedule, Monsanto ahn submit to the Department a report of the assessment/investigation conducted pursuant to this Paragraph C. (3) Any further action shall be addressed by a subsequent Order or the AHWMMA permit. i D. That all sampling and analysis plans required under this Order shall be consistent widi procedures under the Resource Conservation and Recovery Act (RCRA), Toxic Substance Control Act (TSCA), and the Comprehensive Environmental response, Compensation, and Liability Act (CERCLA). - E. That Monsanto shall complete the following Interim Measures (IM); (1) Complete recapping of the West End Landfill in accordance with the plan dated May 19, 1995; (2) Complete design and construction of run-off controls in area of the East drainage ditch. (a) Design and construction schedule shall be submitted for approval within sixty (60) days of issuance of this Order. (b) Construction of the run-off controls shall be completed according to tm approved nchcdulo, F. That Monsanto shall characterize all wastes generated from remedial activities in accordance with 40 CFR Part 761, and ADEM Division 14 Hazardous Waste Rules. Any waste generated by remedial activities which exceed the regulatory threshold limits shall be managed in Accordance with (lie aforementioned Rule?!: G. That upon the failure by Monsanto to comply with any provision of this Urdcr in the time or manner specified, Monsanto shall pay stipulated penalties as follows: ADAD21-010766 HARTOLDMON0031743  Two Thousand Dollars ($2,000.00) per day for the first seven (7) days of such violation; five Thousand Data ($5,000.00) per day for the eighth through twenty* first day of violation; and, . Eight Thousand Dollars ($8,000.00) per day for each day thereafter the violation continues. ` H. That this Consent Order shall apply to and be binding upon both parties, their directors, offipera, and ail persons or entities acting under or for them. Each signatory to this Consent Order certifies that he or she is fully authorized by the party he or she represents to enter into the terms and conditions of this Consent Order, to execute the Consent Order on behalfof the party represented and to legally bind such party. I. That for purposes of this Order only, Monsanto agrees that the Department may properly bring an action to compel compliance with the terms and conditions contained herein in a court of competent jurisdiction, including, but not limited to, Montgomery County Circuit Court. Monsanto also agrees that in any action brought by the Department to compel compliance with the terms of this Agreement, Monsanto shall be limited to the defenses of Force Majeure and physical impossibility. J. That this Order does not preclude the Department from taking other enforcement actions based on any Findings, should they constitute violations of other regulatory programs: Should additional I'hqi and eirgvnmmnecs he discovered In die ftmirc concerning Monsanto, which would constitute possible violations not addressed In this Order, then such possible future violations shall be addressed in Orders as may be issued by the Department, litigation initiated by the Department, or such other enforcement action as may be appropriate, and Monsanto shall not object to such future orders, litigation or enforcement ficlion based on the Issuance of this Consent Order ADAD21-010767 HARTOLDMON0031744 K- That by agreement of the parties, this Order shall be considered final and effective immediately upon signature of all parties. This Consent Order shall not be appealable, and Monsanto does hereby waive any hearing otl the lefltlS Etflll conditions ui same. ORDERED and ISSUED this day of 1996. \S) . l^gnaiure) " 9.- thease rnm name ana i.uef Monsanto Company -- --. JabfesAV. Warr, Acting Director -JhtuajToft. Xjewaa^p*- YftoTari Alabama Department of Environmental Management . ADAD21-010768 HARTOLDMON0031745 HT1USETN0. BOO 802 811 813 1501 517 627 629 610 '612 625 710 714 720 800 810 814 907 915 1530 1631 1608 1612 800 ATTACHMENT I ADDUlfiaS Boynton Avenue Boynton Avenue Boynton Avenue Boynton Avenue W. Eighth Street Ferron Avenue Ferron Avenue ' Ferron Avenue MontroBB Avenue Montrose Avenue Mohtroae Avenue Montrose Avenue Montrose Avenue Montrose Avenue Montrose Avenue Montrose Avenue Montrose Avenue Montrose Avenue Montrose Avenue W. Sixth Street W. Sixth Street W. Sixth Street W. Sixth Street Cobb Town Hoad CITY/STATE Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston, Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston! Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston, Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston, Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama Anniston. Alabama ZIP 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 36201 * ADAD21-010769 HARTOLDMON0031746 \4K' Figure 13. Area A- Proposed K csitlciiiiu l S am pling Area Anniston, Alabama .. AITACntJENT IX ADAD21-010770 HARTOLDMON0031747 18 =* . ` ATTACHMENT II .. ' ADAD21-010771 HARTOLDMON0031748 ' . ATTACHMENT II ADAD21-010772 HARTOLDMON0031749 ATEncnHPNT II ADAD21-010773 HARTOLDMON0031750 S IG N -IN SHEET ADAD21-010774 HARTOLDMON0031751 L? //V / 'W ^Xo * * : /1 ( P lease P r in t) V V) 4/ /. y S ITE * ----------1 ' . ADDRESS S IG N -IN SHEET MONSANTO M E E T IN G OXFORD, ALABAMA. MARCH 6 , 1996 - . REPRESENTING & rrr Cr f \ } X\ i vs:V > V - M lr 5|- 5\ %r\ k SL & #' .i b $ ; h IA X jj ' s1 t V 5s.' J. 1 & Hv z Oj o $ D o) r * > r-- < l Hr. h $> j. *** rtn i i* > > U\ ? trSn P tfi 0 0 r 1 -N t P r-^ & as ( if ir! CV o U X) ka f> \ <* m u-i H * r c. n 7tr irp* 'r -J o 5> & & 7 V \ 4*t r^t > x \ Cn ^Tv ? 2in. !VN. P 0 r- o m 3 a (A s/ "N % 1 S* i ON.l -< ur a -<t : on DO ~~`0 <5 sr s 1 'vj ~T -* i * * % DO SN u> N\ -S ^v" & t 5 1u PHONE * , ` ' DO YOU ` W ISH TO BE ADDED TO OUR M AILING LIS T 7 ADAD21-010775 HARTOLDMON0031752 o RCRA COMPLIANCE BRANCH INFORMAL CONFERENCE PARTICIPANTS LIST SUBJECT: --_NA r) k, s a DATE: -------------tL_VA o / PV V) l- /W--------------------- ^ l*.. NAME _D ^ v >r Ps 0^11 k t' 2. (lobb ORGANIZATION AO6 I? c-ft A ftOE/n E<^ TELEPHONE NO.4 u \ ~n-SJs .. S3Y-7>.ll -773*7 3. Shcxj At>pn 4. 44gTvr\^__ e.s>T^. H i __ - /A )lr>2* v7- /$ ilir^A__ TSMta..... . 4.?/.*'V* *7 ...... 8. t3^A-*7 A Hoefo 7v- &/7ZTW ^fj^fs^TTP 75^ 3-7V ^ 9, LAVC& Rfrmtec, ^<1 - z-jo ' ----- III.. VAivur. PcXUtama*! NOTES: j -fret, ' fens/ & beer^zs (UofiSArl-fti BI4- /^4*-3 7,Bq------%5 2m ti PLAINTIFF'S EXHIBIT i /0 - ADAD21-010776 HARTOLDMON0031753 Alabama Power Company 600 North IBth Street Past Office Box 2641 Birmingham. Alabama 35291 Telephone 205 250-1000 Alabama Power the southern etectnc system July 16, 1993 Hr. William L. Defer Monsanto Chemical Company 300 Birmingham Highway Anniston, AL 36201 Re: Monsanto's Landfill on APC0 Property Dear Mr. DeFer: As you know, Alabama Power Company (APC0) has been investigating and evaluating the facts and circumstances associated with the recently discovered seepage of PCB-contaminated material from a landfill created and utilized in years prior to 1961 by the Anniston chemical manufacturing facility of Monsanto Chemical Company. The landfill in question is on land now owned by APC0 by reason of a conveyance in 1961 performed at Monsanto's request to exchange the subject land for other adjacent land then owned by APC0 but needed by Monsanto for plant expansion. Our extensive investigation and evaluation has led us to several important conclusions that we must discuss with you promptly. We believe it is in the best interests of bath APCO and Monsanto that we work together to resolve these issues without delay. We believe the environmental conditions on the subject land and the circumstances of ownership and landfill operation make Monsanto liable under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) for the costs of responding to the problem. In short, Monsanto created and operated a "facility" which has "released" a "hazardous substance", all within the meaning of CERCLA. While APCO now owns the land where this "facility" is located, APCO's involvement with the circumstances and activities that create Monsanto's liability under CERCLA are strictly limited to having accepted in 1961 ownership of the land which included the abandoned landfill. As between Monsanto and APCO, therefore, we believe that Monsanto should recognize its responsibility for this site and taice steps immediately to assume responsibility for and control over the environmental assessment and removal or remedial response that may be required. We are prepared to cooperate with you to facilitate such action by transferring the subject land back to Monsanto, subject to agreements defining the relative rights, responsibilities and liabilities of the parties. -OSH 129121 ADAD21-010777 HARTOLDMON0031754 J APCO is committed to complete compliance with all applicable environmental laws and regulations and, more importantly, to - responsible action to protect the communities wherein we live and operate. We believe Monsanto has that same commitment. Assessment of and appropriate response to this site must be performed extremely carefully, considering its history and use. Only Monsanto knows all the details of the construction and use of this landfill, the methods of disposal and the chemical wastes that were placed there. Monsanto possesses the technical expertise and facilities that will be necessary for an appropriate assessment and response. Because we believe Monsanto ultimately will be held responsible for response costs at this site, our proposal gives Monsanto an opportunity to control costs and employ efficiencies that may be available only to Monsanto. You can understand the importance of this issue to APCO. Relevant state and federal regulators are anxiously awaiting the initiation of more comprehensive assessment of the site and expect to begin designing some response to the contamination discovered there very soon. Community leaders have been informed of the site and its status and are likewise expecting appropriate action to protect the public and the environment. We believe the most effective and efficient approach is to resolve immediately the issue of responsibility for the site between APCO and Monsanto so that matters of environmental response can be performed by the most appropriate party. We value Monsanto as a customer and have made every effort to behave toward Monsanto in this situation as we would have another company behave toward us. We have stated our position and proposal on this issue of liability and responsibility and must say quite candidly that it is imperative that we have immediate and fruitful discussions on this issue with you. I look forward to working with you to resolve this important matter promptly. Sincerely, Willard L. Bowers DSW 129122 ADAD21-010778 HARTOLDMONOQ31755 ----------------------------------------------------- ---------------- MM(ln*/f^------------------------------------------------------------------------------------------ iks b /l(-A6/U4 /<o ^7 /i. , ./'i| c, ./ IaIaTd1J ^ AOhfiZey' ''WicLAeJ) tlbu)&Z3 rf*\ O r\*T. i Z3 \y$An -V* ill Pat mi/ rDe.F&*- ~^Jor!5 _____FAlT hi'jL.AUP 7!1" " ~1'-' ._ !\lA m-.tfZP <jo 4fb) Jk+ 75U V Po^e/ . Ah. :' !' &)jh '" ij rtf^rrs) (Utd'S/bJTb ` f\AoNl+N TO ____ iii_________________ - - .-. -, . T A :! i . 11 Ii li` . '_______ _______________________________ _ DSW L29123 ADAD21-010779 HARTOLDMONOQ31756 Alabama Power Company 600 Ncirfft Street Post Office Bo* 2641 Birmingham. Alabama 35291 Telaphone 205 250-1000 Alabama Power jre southern electric system June 24, 1993 Hr. William l. Defer Plant Manager Monsanto Chemical Company 300 Birmingham Highway Anniston, Alabama 36201 Dear Mr. Defer: Thank you for your response to our request of May 3, 1993. We understand that our request was rather broad and that it may take some time to locate all the information your company has regarding the uses of the site and its likely contents. As we mentioned in our May 3 letteri we Would prefer obtaining such information from you. Consequently, we have refrained from beginning any direct review of documentation on file with federal and state environmental agencies or local health authorities and anticipate that you will provide more information on the site. In our meeting at your plant on April 27, 1993, we discussed the possibility that the old Monsanto landfill on our property contains flammable materials. We also discussed the likelihood that the site was used for drum disposal. In that meeting, it was decided that you would furnish information on these items. Subsequently, on May 3, 1993, at a meeting among representatives from our respective companies with ADEM, your Environmental Supervisor, Robert T. Jones confirmed that a drum believed to "contain elemental phosphorous caught fire after being unearthed during construction on our property in 1974. Mr. Jones also warned us not to dig on the site. However, your letter of May 20, 1993 advised us that only five waste streams were placed in the landfill. These included two types of carbon electrodes, Santotar, PCB still bottoms, and slag from phosphorous operations, because any-removal or remediation of the site may require some excavation, we need any information you have as to the quantity and location of phosphorous drums which are buried on our property and whether any other drums of similarly combustible materials were disposed of in the landfill. We would also appreciate any additional information you may have concerning the methods used to dispose of the five waste streams mentioned in your letter. We remain very concerned about the safety of any personnel called upon to assess this site and the damage to the environment and/or public health from any unanticipated contaminants in the Monsanto landfill. DSW 129L24 ADAD21-010780 HARTOLDMONOQ31757 Mr. William L. Defer Page 2 June 24, 1993 We are also concerned about the history, structure, overall size, and contents of the landfill. If your company no longer maintains any records related to the site, documentation of your plant's more recent disposal operations adjacent to and across the road from our property may provide clues to the uses and contents of the landfill on our property. Such information might be found in RCRA permit applications and supporting documentation, RCRA permits, and RCRA corrective action documentation. In addition, if records about the uses of the old landfill on our property do not exist, it may be necessary to explore Monsanto's corporate recollection of the site. Far this reason, we would like to learn any information about the landfill on our property from current and former Monsanto employees who may have been involved in the disposal operations on our property. If you have already interviewed such employees, please provide to us any information you have learned about the site. If not, please do so as quickly as possible. We must proceed with determinations about the proper response to the Monsanto landfill on our property and discussing the same with appropriate regulatory agencies. Even though Monsanto's production, maintenance and waste disposal records for certain previous periods are apparently not available, we assume that Monsanto has maintained records related to real estate matters such as deeds, maps, appraisals, correspondence, easements, etc. that may be useful here. For example, the one historical map you provided to us appears to be associated with a property appraisal performed at the time of the 1960-61 swap of land. Do you have the appraisal report or any related correspondence? Do you have any other property-related records about this land? We would like to know whether Monsanto reported the landfill on our property to the Environmental Protection Agency pursuant to Section 103 of the CERCIA or whether, in 1979, Monsanto included the site on a response to a questionnaire about hazardous waste disposal sites from the House of Representatives, Subcommittee on Oversight and Investigations, Committee on Interstate and foreign Commerce. Whether or not the site was reported to either tff these bodies, has Monsanto maintained any records of the site pursuant to Section 103(d) of CERCLA? Have you located any more aerial photos or other photos of the site? Old newspapers on file at the Anniston Public Library discuss rumors that, at one time, Monsanto's Anniston plant produced chemical agents for the military. We have also heard that the Anniston Plant produced the following materials for the military in -DSW 12 9-125 ADAD21-010781 HARTOLDMON0031758 Hr. William L. Defer Page 3 June 24, 1993 World War II: i) mustard agents; and ii) an organo-phosphate intermediary which was shipped to a facility in North Alabama known as "Site A" for final processing. Please confirm whether or not any waste streams from the production of these materials were placed in the landfill on our property. If so, please identify the types and characteristics of such wastes and the amounts and location of the wastes on our property. ' Lastly, in'your letter of Hay 3, you requested any information Alabama Power Company has related to the placement of materials on the site and soil movement since 1961. We are currently interviewing employees and former employees to obtain information on such activities. At this point in time, other than electrical substation equipment, the only materials that we know were placed on the site since 1961 are several inert and uncontaminated concrete pilings. In 1974, we constructed an electrical switchyard on the site. In connection with this construction, it appears that a portion of the northeast landfill bank was moved to the southwest landfill bank. Please provide any information available about these matters as soon as possible. We are very concerned about communicating with ADEM/EPA regarding an appropriate response at this site in a timely manner. Thank you,for your cooperation. JDG:dy cc: Pat Hyland ''Ronnie Smith Willard L. Bowers General Manaygceir,, Environmenta1l Affairs DSW 129126 ADAD21-010782 HARTOLDMONOQ31759 1 uS/10:'_93___ 14:54 _`Jff314 894 8331 aSTU.5PLIY.DIV, Post-It- brand fax IransminaJ memo 7671 0 of psgo From i W'l'T.T^,t^a4-r - iT Ca. MonsantoQopU . --pnon*' Fix* '-- ft m n/i *'* Fax* Mcnurmi Cfmmical Company SCO N. Undbargn Bculovsra St. Louis, Missouri 63167 Phone fll4) 694OQC0 August 3, 1993 - .WISTON % U Ul-'UUo ANMIBTON/ALABAMA POTTER LAND?ILL RECOMMENDATION: Authorize immediate negotiations with Alabama Power Company (APCO) for the transfer of approximately 13 acres adjacent to the Anniston Plant. Negotiations will resolve the relative rights, responsibilities and liabilities of APCO and Monsanto. Following the transfer- of the property, and discussions with the appropriate regulatory authorities, Monsanto will initiate an investigation of an old Monsanto landfill on the 13 acres. The investigation is estimated at $500k to $800k to be spent over the next 12 to 18 months. A separate EEAR will be forthcoming that will determine the allocations. SITUATION: . Alabama Power Company (APCO) has requested Monsanto to immediately assume responsibility for, and control over, the environmental assessment and remedial response that may be required relative to a landfill on APCO property adjacent to the Anniston plant. APCO has offered to facilitate such action by transferring the land back to Monsanto, subject to agreements defining the relative rights, responsibilities and liabilities of s the parties. " * BACKGROUND: - 13.3 acres transferred to APCO in 1961 in landsvap for other land needed for Anniston plant expansion - Included are six acres of landfill - Wastes from 1917 to 1961 - PCB still bottoms, Santotar, Slag, Parathion (1 yx) .- APCO installed major switch station in *74 DSW 129.H 7 ADAD21-010783 HARTOLDMON0031760 - One acre of landfill relocated onsite for switch station * - APCO discovered hardened tarlike material on the Northern face of landfill and edge of drainage ditch on April 7, 1993 - Confirmed as PCB still bottoms on April 23 - No immediate threat to public health or safety - APCO notified Federal, State, local authorities, public officials, media, and members of local community on April 23 - As an interim response APCO covered the exposed material with six inches of soil and seeded - APCO committed to ADEM to propose investigation plan for the site - July 16, APCO requested Monsanto to take the land back DISCUSSION: - APCO could continue the lead with the authorities and seek ' reimbursement from Monsanto under CERCLA - APCO not experienced in managing similar situations which will impact ultimate cost and public relations r - Monsanto ownership of the property would allow investigation/remediation under RCRA corrective action the same as the rest of the Anniston plant. - APCO should retain some limited liability for investigation/remediation due to the scatter of material during the switch station installation in '74. - Monsanto Agricultural Group is responsible for the impacts from landfilled wastes from the operation of parathion, isocyanates, and monosodium fluoroacetate prior to '61. - The Performance Product Division is responsible fox any impacts from landfilled wastes from several operations (i.e., biphenyl, phosphates etc.) and Monsanto Chemical Group's Administrative account is responsible for several discontinued operations (Aroclor, ferro manganese, etc.). - Additional information is needed before making an allocation of responsibility " Lang term easements will be necessary for APCO's ecpiipment and Monsanto will want strict controls on any actions that might impact the landfill. - P. G. Patter's approval required for transfer of the land 5W Uq ADAD21-010784 HARTOLDMONOQ31761 03-'10/93 14:55 _ 314 894 B331 HSTCI.SPLTY.DIV. A>MSru> nil IJtJJ. UIJ Monsanto Guidelines require review of land acquisitions by VP o ESH. M. A. Pierle has been briefed and is in agreement that Monsanto should manage the site. The situation has been reviewed with Environmental Law, MCG Law and the Remedial Projects Group and they support the recommendations. \ r DSW L291L9 ADAD21-010785 HARTOLDMONOQ31762 ' MONSANTO CHEMICAL COMPANY mm location : Anniston, Alabama date i May 10, I960 Subject i TO H. L. Minckler i Dear Howard, Enclosed is a copy of Finley Hubbard's real estate evaluations of Alabama Power Company's land and Monsanto Chemical Company's land that is to be exchanged. I will keep you informed as soon as X receive information from the Alabama Power Company. Attachment \ Bob' Pohl WHY F L TH DSW 12B953 ADAD21-010786 HARTOLDMONOQ31763 ADAD21-010787 HARTOLDMONOQ31764 1 ts Appraisal of Adjoining Lands e the Alabama Power Ccapaay end of UosManto Chemical Company Patad Hay 3, If 10 Maj 19, 1960 mtoaegi The purpose of this addenda is to estimata an equitable land exchange between the era organisations based on tins original proposal of the Alabama Power Company: "Bcnaanto mill convey to Alabama Power Company proparty south and adjoining Alabama Poser Company's present property that hae value equal to that of proparty to b conveyed to Hons anto. This property to ba bounded on the north by Alabama Fever Ccapany property, ae the veet by Coldwater Road, on the east by the eastern boundary of the Company's 250' trwisitalos lint right of nay, end on the south by e line at right angles to CoIdeatar load. The acreage to ba transferred to Alabama Power Company to ba such aa to sake this property equal in value to that transferred by Alabama Fever Company to Monsanto" ggTIHAXIPWl For a discussion of the various land values rafer to the original report. For this estimate the sen assumptions and values are used. Thera is one other consideration not dis cussed In the sain report find that is the rolling, hill side lsnd lying between the settled dump arts asd the present RES?. In the appraiser's opinion this land has value about equal to the settled dump area or $2,000.00 per acre. In tha following estimate there ere two considsrations that should be Iterated. It should be reaesbered that dollar figures are used to estimate about equal values of lend exchanges. To estimate dollar values down to the last: dollar would Intel 1 endless calculations the final results of which . could be no more accurate then the original assumption of lend values. In this case the relative estimates of -value are well within such limits. The other consideration la mot to (1) D5W L-2 3955 ADAD21-010788 HARTOLDMONOQ31765 confuse tha apparent total Uni transfer with senega figures, aInc<a am appreciable acreage la aadar Joist preparty rights. Ia too appraiser's epiaiea a point 813.25 foot couth of tha Alabama fever Compaq preparer sad oa the Coldvatar load a lisa naming at right aaglaa to tha read end to the east lima of the praacme 1 mill establish tha limits ef tha ttoBsoato Chamleal Cnpa^'i load to ha transferred to tha AlaKami Pcarer Cocpasy. The estimate did mot result ia m odd flgura of 113*25 feet hut is the sum of 775 fact plus tha small offset af 38.25 feat. Per en illustration of tha land areas sad dimensions Involved" sea tha attached sketch. The results of this estimate ora os followsj level lend along Colgate? load lend occupied fey tha road land ia present MW Unsettled dump Settled dump lolling land Total - - - - m 4.3 oa 0.2 PI 3.4 a 1.6 0.9 0.9 13.3 *i a m n 4.3 acres @ 83300.00 - $14,190.00 0.2 a @ Hone - - 5.4 a @ 500.00 - 2,700.00 1.6 a @ 500.00 m 860.00 0.9 K @ 2000.00 0.9 m @ 2000.00 - - 1,800.00 l.SM.00^ 21,290.00 CQHCUBICBH In the appraiser's opinion, tha point on tha Colduator load from which a lima drawn at right angles to tha Heasomto Chemical Company proparty liaa and ccanected to tha sent llna ef tha Alabama Power Company's present 1.03 will enetpass an equal value of land fear tha Alabama'Fewer Company lead, lias 813.25 feet south af the Alabama Fewer Company property. T. S. Hubbard J DSW 128956 (2) ADAD21-010789 HARTOLDMONOQ31766 General OfficeB June 24, i960 Mr. w. A. Blase 4^ Mr. R. M. Morris At its meeting held yesterday, the Board of Directors of Monsanto Chemical Company adopted a resolution authorizing the conveyance of 13.3 acres of land at the Anniston, Alabama, plant in exchange for land from Alabama Power Company in accordance with your memorandum of June 17, I960. C. H. Sommer D SW 12 8.9 5 7 ADAD21-010790 HARTOLDMON0031767 MG4.jANTO chemical company ORGANIC CHEMICALS DIVISION June 17, i960 * To the Board of Directors: Messrs. C. A. Thomas, Chairman D. Anderson J. L. Gillis C. A. Hochwalt H. Hoover, Jr. T, M, Martin E. M. Queeny W. W. Schneider C. H. Sommer A. H. Temple F. N. Williams. APPROVED BY THE L^niiD ur DIRECTOfiS __________ 2- ~b . * ts E. J. Putzell, Jr., Secretary (4) SUBJECT: Land Exchange - Alabama Power Company In connection with the expansion of the Niran facilities at Anniston, there is an approved project for installation of a primary waste treatment plant. In order to locate the waste treatment plant adjacent to the manufacturing facilities and thereby effect labor economies, it Is necessary that Monsanto acquire the property from Alabama Power Company. . Alabama Power Company is unwilling to make an outright sale of this"land, but they have agreed to an exchange for other land in the immediate area. An independent appraisal of the proper ties involved has been made, and under this proposal Monsanto will transfer hillside acreage of the existing plant site to Alabama power Company in exchange for flat land adjacent to the Niran manufacturing facilities. No cash transfer will be involved. It is recommended that the Organic Division receive authorization to complete this transaction In order that construction of the sewage plant facilities may proceed immediately. Origins! H. M. "ORRIS R. M. Morris General Manager DSW - gq 5 8 l ADAD21-010791 HARTOLDMON0031768 2. RESOLVED, that the conveyance by this Company to the Alabama Power-Oompany of a tract of land, located in:,Calhoun County, Alabama, containing approximately 13v3 acres and being a . peripheral part of this Company's Anniston-Plant property, said land being more particularly described as: l A tract of land lying, being and situated in Calhoun County, Alabama, described as follows, to wit: - t . Start at the northwest corner of the Monsanto Chemical Company property Just westerly of the city limits of Anniston, Alabama; thence southerly along the westerly line of the Monsanto Chemical Company property a distance of 1104.4 feet to the point of beginning of this tract; thence westerly and turning at an angle to the right of 90 5' 428.7 feet; thence northerly and turning an angle to the right of 90 59' 38-25 feet; thence westerly and turning an angle to the left of 906 59' 225 feet to a point which is 274' south of and 470 feet east of the northwest corner of the northeast quarter of the south west quarter of Section 12, Township 16, Range 7; thence southerly and turning an angle to the left of 89 1' 813.25 feet; thence easterly 90 874.5 feet to the northerly right of way of state highway Mo. 202; thence easterly along the northerly right of way of said high way 117.2 feet to the east line of the Alabama power Company right of way as now located; thence northwesterly and turning an angle to the left of 99 47' and running along the east line of said right of way 579-3 feet; thence northerly and turning an angle to the right of 32 46' 257-5 feet to the point of beginning. . .. in exchange for the conveyance by said Alabama1 Power Company to'~"u'' this Company of a tract of land, containing approximately 5-3. acres, adjoining this Company's Anniston Plant, said tracts having npprrtvi-ma1rel-y-.eniia3--apri Trainow , be and the Bame . is hereby approved. *___HER RESOLVED, that the President or any Vice President of the Conroany be, and each of them hereby is, authorized and empowered to execute and deliver in the name and on behalf of this Company and under its corporate seal, a deed in such form (including more detailed or corrected legal description of the property herein authorized to be conveyed, or intended so to be) as such officer may approve, such approval to be con clusively Mg^execution thereof, conveying said j land to 63mpanfr> and to do or cause to be done any and all further actB and things as, with the advice of }counsel, it is deemed necessary or desirable to carry out the /purpose and effect of these resolutions. D5W 1-2 8 95 9 ADAD21-010792 HARTOLDMONOQ31769 FINDLEY E . HUBBARD REAL ESTATE APPRAISALS ACS. XHClHCCJt HO. 83 P. O, BOX 1023 ANNISTON. ALABAMA May 3, I960 Mr. E. A. Pohl. Manager The Anniston Plant Monsanto Chemical Company Ann!3ton, Alabama Dear Mr. Pohl: As you requested, I hare inspected the adjoining pro perties of the Alabama Power Company and of Monsanto Chemical Company for the purpose of estimating a lr*d exchange of equal value between the two organizations. As a result-of my inspection, I am of the opinion that, as of May 3 I960, the 5,3 acre parcel of the Alabama Power Company is of about equal value to 9*8 acres of the Monsanto Chemical Company land to the immediate south. Of the 9,3 acres, 5*8 acres are very similar to the 53 acre parcel of the Alabama Power Company except the latter has railroad frontage. The remain ing four acres is appreciably less desirable, A sum mary of the entire acreage will be found at the end of the attached report. . V / You will find attached four copies of my report lead ing to the above conclusion. This is to certify that I have no present or contem plated future interest in this property. Very truly yours, F. E, Hubbard, SRA DSW 1J2 8 963 ADAD21-010793 HARTOLDMON0031770 C-PJLT.JLF T ? Purpose of tbs appraisal -* Cesutttioas of tfas Trass frr Lanai Sescripcica -- ---- Sits Data Valuation Satinatag ----------- Conclusion --- - Assumption*--------------------------- -- Cartiflestian ------------- ------ * Appendix: Photographs Map 1 1 3T 4 6 11 U 12 D5w 125964 ADAD21-010794 HARTOLDMONOQ31771 APPRAISAL Adjoining Lamia of Maasaato Chantml Coe^eay and of Alabama Ptnmr Coapeay Aanistca, Alabama - Bar 3, I960 ) PQjtPPaE a? TB AfmiBAL: . The purpo*a of tba appraisal la to astlsata the value of Alabama Fewer Company's land, which la to be transferred to the ownership of Monsanto Chemical Company and la described bo loti. In the tana of an equal value of land In tba earnership of Mousento Chemical Company which will be transferred to Alabama Power Company in exchange. COBP IT IOSS OP TB TM35Ft3l 1. The Property that Beaaanta wishes to acquire fres tbs Alabama Power Company la essential to a substantia 1 proposed expansion of their plant. 2. The timing of coeveyaace will be such as to sake the property available to Monsanto Isasedlataly prior to actual construction of facilities now under consideration. 3. Moosasto will convey to Alabama Power Company property south of and adjoining Alabama Fearer Company's present property that has value equal to that of property to be conveyed to Monsanto. This property to be hounded on tbs north by Alabama Power Company propertj, en the west by1 Coldwetar Road, and on the east by the weet line, the 316.7 foot lag, of the Alabama Fewer Company parcel projected southward * (Motet This is a departure rsss tba Alabama Fewer Company proposal of as lag the aaat line of the prassnt IQf. The reason for this is that there will be no land available to the south in tha IQf for Monsanto to build tanks or other structures of lean than eight feet in height) . The acreage to be transferred to A1 shares Fewer Company ta be such as to make this property equal in value to that transferred by Alabama Fewer Company to Sons auto. . Values ore to be determined oa basis of appraisals of the two places of property* la valuing tha two pieces of property, consideration la to DSW 12B965 U) ADAD21-010795 HARTOLDMONOQ31772 s be given to tlti fact thic tha Coepasy has ymlsual; acqairad tad presently am right of way over a portiaa of tha proparty described above which materially Itiuai tha value of tka praparty to the present emaers. Con sideration li also to ha given to tha fact that tha locatio* of a railroad spur snbancss tha value of tha proparty that Monsanto wishes ta acquire. 4, Tha Power Company to rataia Its right of wry hy pwrmit or eoorsyaaca orer tha southwest earner of tha proparty to ha transferred to Monsanto la order to aa la tain a cobtlauoua 250' right of way late tha Anniston Primary . Substation. 5* Tha Coapaajr to rataia tha right to cow tract, operate, end maintain electric transmission, distribution and communication Haas, and aacaesary appurtenances thereto, on, across, and along a twenty foot wide strip of the property transferred to Momsaito-adjacent to the vast aide of the property extending from the south property line north approximately 550 feet more or lees, to a lisa which is tha projection of the existing southeast fanes of tha substation, with tha understanding that wry lisas constracted thereon will ha so constructed as not to interfere with installations of Boca eato which may he cn the strip at the time tha lines are eau true ted, hut that any ralocation or change in the lisas which may bo re quested by Monsanto after their construction shall he at the expense of Monsanto. 6. Monsanto will not construct an the trapes cIda 1 section of the Compaq's 250* right of way previously described in this memorandum, or on tha 20* strip described in Con dition (5) above, any structures other than underground treatment tanks and associated apparatus, none of which will avtmd sore than eight feet above grouse ievml. 7. Power Company shall set be liable for damages or injuries to property or persona arising out of the eons trite tico and operation of the waste treatment tanks on Powmr Company right of way, and Monsanto shall indemnify and hold harmless Power Company from any sad all such Injuries oc 3. Monsanto will pay for relocations required by them of any lines, poles, or structures now located on Power Company right of my or on property to be acquired by Monsanto, end such paymants shall include the cost to the Company of rights of way and other rights that are naeessmry in DSW 128966 (2) ADAD21-010796 HARTOLDMONOQ31773 I connection with tha relocations or If such right* era famished by Hensante they will be without cost to tha hwr Ceapopy* 9. Tha closing of fifth Street from Coldwetax load to th oast boundary of ilrtwo Power Company property Is essential to tha full utilisation of tht property to bo acquired by tha Alabama Power Company, end if it is found that this atreat a sot bow legally closed, Bens exito will cooperate is efforts of tha Alabama Power Ceaptaj to close tha straat to tha axtast of taking lagal action to cloaa that aactioo that is bsrderad by Monsanto property . - . 10. Tha Power Ceapany bow has in place 44 J3f trassmJLa s ion lisas aad die tribatloe lisas os tht property to k tranafarred to Boos ant o. Sosa of those lines are eg neat Lai to sarrIce to Bosaants Pleat and others era essential is aarring porticos of our distribution systas in that area. If la tha utilisation of tha property to be acquired from tha Alabama Power Company f It is found that say of those linen can be left is place Bosaanto will grant to tha Alabama Power Company tha aacassaxy rights of way essantial to tha proper operation and mifitwiitmit of these facilities. toy relocations of these facilitlas asda necessary will be handled In acecrdance with (8) abora. LEGAL Dl SCS. ITT IPS i Two legal descriptions hare been furnished, one by Alabama Power Company and ona by Honsento Chemical Company There ere rerr alight differ*TM-*? the two lagal daacripiions~bf such minuteness as to fall within the limits of to b expact- ad of two independent survey ora. This fact is merely mentionad in the event tha differences ere noted *t a later sib la questions raised* The following lagal description is the oaa furnished by Monsanto Chemical Company and i* a description of tha property of Alftbffnw Power C capany to be conveyed to Monsanto Chemical Company. T Property to be conveyad by Alabama PcR^er Cosspasy to Monsanto Cbaaical Company Dsw 12896.? (3) ADAD21-010797 HARTOLDMONOQ31774 Cossaanclsg fit the lorthwast earner of tha Bonaonto Chemical Coapsny property (*ls being the Merthaast denser of the Alabaas ?cnr Canpany property), which censer is en tha South line of the Louisville 6 lasbvilla Railroad right-of-way and is situated la tha Southeast Quarter of tbs Bertbeast Qcarter of Section 12, Township 16, Range 7 la Callous County, Alaheas] thesea Southerly along the Vest lias of said Momenta Xbssical Coapany property _ 1,104.4 feet to an iron pipet thears Westerly sad turning an eagle to the right of 90* OS' a distance of 195 feet to an iroa pipe | thence northerly and turning an eagle to the right of 89 55' a distance of 5167 feat to an iron pipe; thence lartbnmstsrly and turning an eagle to the right of 18* 40' a distance of 86.8 _ feet to an iron pipe} thence northwesterly and turning an angle To the loft of 31 IS1 a distance of 351.2 feet to an iron pipe on the South lins of said 1. & 3 ftallzoad right-of-way; thence Bortbsasterly along the g<Mth line of said L & 1 Railroad right-of-way and turn ing on angle to the right of 93, 414.8 feet to tha point of beginning, said property-baing"'locatad la tha Southeast Quarter of the Sortburnat Quarter and the Borthaast Quarter of the Southwest Quarter of Section 12, Township 16, Range 7 in Calhoun County, Alabama. (Hotot This la 5J acres more or lass) . gg?,gATA The adjoining lands of the two ccapsuleg are located just outside tha City Halts of itroistea, Alabama betwssn Alabama Highway Bo. 202 on tha south and the Louisville and Staahvilla Railroad on the north. Along tha highway frontage there is a seat taring of f il ling stations, grocery stores, boat shops, barbecue stand* and Bart's Bakery* To the north and south of tha highway there axe large residential areae of fair to substandard bouses with a sprinkling of batter constructed bones. The trend is toward sere substandard cons true ties and light Industry. Alabama Power Company Land T The lands of the A Tehama Power Company ere to the north of the Bonsaato C basical Coapany's lend, which are to b exchanged, and to the west of the cheaical plant. Along the northern edge of the Alabama Power Company property run two paralleling tracks, one of these is the LAV Railroad and the other is the sain line of tha Southern Railway froa Atlanta to Birmingham. There is no siding however one could he easily installed. DSW (4) ADAD21-010798 HARTOLDMON0031775 Although smwwfaat Irregular la shape, tha principal substation of tha Alabasaa lour Company la located la the norths*at area af the property* Along fifth a treat, which la apparently closed, than la aa night iach water sain lending Into Monsanto Chemical Company. Along First Avenue (Caldwatar goad) chare la a two Inch natural gas llna with pressures of thirty to ' fifty pounds. Accardlag to tbs Alabama Gas Corporation this la sufficient for light Indus try but Insufficient for boilar operation or similar dcasmdi of heavy Industry. The nearest large gas main for such raquircaanta is Just cast of the present Monsanto plant. The proposed land transfer Is Irregular in shape and involves the land lying generally between the plant of Monsanto and the substation of the Fewer Company. Sea the attached plat. For all practical purposes the land is nearly level and appears to be substantially firm clay suitable for good foundations . Along the eastern boundary batmen Monsanto and the Power Company thata Is a drainage ditch seen three to four feet deep. Monsanto Chealcal Company Land Monsanto1 s land adjoins tha land of the Poser Company approximately 274 to 312 feet south of a base lisa located approximately at Fifth Avenue. From tha adjoining line which is 653.7 feet in length tha land extends southward along the east line of First Aveaua (Coldvatar goad) to the tjuartar section Lina, gunning la a southeasterly direction across tbs property is a 250 foot AGS) for tha transmission lisas of tha Alabama Pomr Company. Tha Anaiston1-Jacksoq Shoals llna with 100 feet RCW and tha Anniston-Crooked Creek Transmission Llna with 150 ACU. Alabama Sighvsy Ho. 202 cats through tha aouthaeat carnar of the land la a northeasterly direction. See the attached plat plan. Tha land on tha aast aids of First Avenue is fairly level and similar in nature to tha land of the Poser.,Company which Is sought in tha exchange. From the highway north to the proposed Power Company property along the eastern edge of the Monsanto land there la a small ridge that disappears at tha Power Company property , From this ridge dumping operations have been carried on by Monsanto fear a period of years result' ing in am abrupt change in grade of scene fifteen to twenty feet between tha dump area and tha portion of the land front ing on First Avenue. Appreciable clay, slag and other base materials have been included in tha dumping operations . From the general appearances of the leveled dump area there ora CSW 120969 (5) ADAD21-010799 HARTOLDMONOQ31776 appras-fcaataly three acres of filled land with soils b-alievad to be ui tab la for supporting footings for light industrial buildings * Thors ar appro*lasts ly three acres wfaara the load has not apparently mot ssttlsd auf fleetly to form a safe footing for structural boss of mj kind, however an appreciable proportion of tha fill la within tho present ACS . Sso general duap location an attached plat plan* First Avenue is blacktopped an is on grade with tha larval land along its east side. Tha highway is paved with Asphalt which varies frea slightly above to slightly below tho grade of the subject laud. As previously mentioned there is a two . inch natural gas line with thirty to fifty pound gas pressure' In First Avenue capable of supporting light Industry. According to tha Anaistca Hater Department, there is a twenty inch water line Just mouth of tha highway 202 and which is available to tha Monsanto Land. highest and hast Use Tha best use of cither place of land is for Industrial purpose. The Monsanto land along the east side of First Avenue could be sold off as lota fronting on a paved street with city water and gas. Tran sales data in heat Anniston such lots would bring 110.00 par front foot. Tha land is worth sore than this for Industrial purposes as will Me shown Later. The highway frontage of tha Monsanto property would have appreciably store value, but this area Is not involved is tha present transact lea. TAlOATIOa BSTIl&TgSt Alabsata Power Cearpaar land Industrial land sales bearing directly an the subject properties are rather linited, however the following trans actions are believed to have a nora or lass direct relation ship. T 1. Deed Book 1004 Folio-581 J. 0. Barnett to Aeoald B. Rich, 4-28-5$ This sals is 3.23 acres, sore or lass, in Section 21, Township 16, Range 8, fronting 375 feet on "Old US 78" end extending rearward of oven width 374 feat to the Southern Railway. DSH 1Z8970 (6) ADAD21-010800 HARTOLDMON0031777 fha iocatiea of this proparty is Just asst of Gafard, Alabssa aai is as-ad for the repair and vorhail of diesel trucks. Tha sola price was $1,500.60 according to Ur. Rich id alee according to ioralstor Beal Batata who mrs agaata la tbs transaction. Tbs salsa price mas 95,700.00 per acre for the vacant lord at the tiasa of tba sals. . 1. Bond Book fSl Folio-294 B. L. Forkiss to Gadsden Esxdwaro Cmpe^y, 11-11-57 tUi sals was for an estimated 2.36 acres located la tba City of Aealstca between 22ad sad 23rd Streats ea tbs south and Berth, and tha 1 A V KB and tha Southern switch tracks os tha west and east. Tha sale price of $12,500.00 was verified by tba Gadsden Hardware Company, or $5,300.00 par acre. 3* 1b January 1960, tha 3.4 acres of tha CbiulaRoberta property, with nllB sIdles entering tha property ms appraised at the rate of $4,500.00 per acre, a value they thought u reasonable. 4. In 1959, 3.23 acres of land lying batman Boytea and McBaaial 9 Croata and south of Twelfth Street ware condensed for a heus ing project at tba rata of $3710.00 par acre, This lead was partly scased M-l, and partly B-4, The land is opea, unimproved aad fronts on the Southern Railway approximately one half alia east of tba subject. The interested party in this casa was a broker mil versed in land values. Of the above trsas act leas, 5o. 4 appears to be store nnorly related ts the subject property than tha other thraa. Bo. 1 involves both highway sad railreed frontage and is somewhat wore centrally located than tha subject. Bo. 2 is located wall within tha city limits of Anniston and between two rail roads. Bo. 3 is an appraisal for loan purposes and bos llttla merit ether than to land credence to tha other three. Although Bo. 4 is within the city Units, the character of the neighborhood and the availability of railroad traaspor- tatico ore about the seme. In the appraiser's opinio**, the [ valua of tba subject land is $4,000.00 per acre. --' _ ` DSW 128971 (7) ADAD21-010801 HARTOLDMONOQ31778 Id c caditics Bo, 3, Alabama Fewer Ccspnay reserve* the right to aoastract lisas alost a 20 foot wide strip seas 550 foot long where bo structure* over sight foot high srs to ho built. Is offact this Is tha earn* as an nasesmnt across load re presenting roughly erne quarter sen. The question becomes sm of determining tha highest and host tse of tha quarter sera of land uadar tha conditions outlined above, Zt can be used for underground teats, bulldlags of law height, or itu far agricultural purposes* As agricultural laud tha lead would possibly ba worth ao more thu $100*00 par acre. Ia tha appraiser * s experience as a ccusissloear uCllltiea normally hare to pay from 90 to 100 par cent of the value of.lend to secure siailar easements* This conclusion is oca which the Alihans Fever Company should have far store history than tha appraiser, hfemver It is hollared that tha conclusion ia in tha right order of aptitude. If we say that the value af the land for the easement is $500*00 par acre used as Monsanto vill use it, the value of tha bolding by the Alabama Power Company is M.5 per cent* glace there is only ossa quarter acre involved, tbs value of tha lead offered by chs Alabaoa Fewer Company Is not materially affected. It might be sated, however, that when this same reasoning la applied to the Monsanto land there is an appreciable affect on the value. It Is estimated that the land to be transferred by cbe Alabama Paver Company amouats to 5,5 acres. Of this we have 5.05 acres open and 0.25 acres subject to aa easement. Troa tha above me have tha following estimate of value: Open land- 5.05 acres <5 $4,000.00 *$20,200.00 Subject to *asecant-0.25 acres <? $ 500.00 * 125 .00 20,325.00 goat ant o Chemical Cocoaay Land As previously described under ''sits Bats'* the land alomg tha Coldmtex goad is very similar to the land of tha Alabama Fewer Company. Proa the transactions listed uadar the dis cussion of the Alabama Power Company land the indicated value would ba $4,000.00 per sere, assuming railroad transportation, which is not tha case. Prom a talk on industrial property units in Bav Orleans, April 2, 1960, before the American Institute of geel gstete Appraisers it is concluded that the availability of tha railroad to tha Alabel Fewer Company . lead would be worth ia the order of $4,000.00. DSh 128972 (B> ADAD21-010802 HARTOLDMONOQ31779 Zb 1957 Ijiea fllass Compaq bought highway froauia vltk a railroad siding for the construction of the building lor their operations. This area might be sore properly classi fied as light Industrial, la an isterrier with the owners they stated that they thought the aiding was worth $3,000.00 of the erigl&al purchase price of $22,500*00 because they coaid bring glass is carload quanities. If we aasune that the value af the railroad to the land of the dishorns Fewer Company was la the order of $3300.00 the value par acre would he $700*00, or soy when related to Nnsats's lead would he $3300.00 per acre. Another approach would be through the next hast use of the land or say fee " residential purposes, ilaca the load is facing residential property sod natural gas, electricity end city water ore available aloes the Ceidweter goad. Per this purpose $10.00 per front foot would appear te he reasonable for a depth of 140 feet. This conclusion, is based oa a sale af a lot os followsI Bead look 9S6 Polio 375 1-5-59 A. I. Cbaatala te Jeans S. Hubbard (Bo re lotion to appraiser) Lot 21, Block "F*, Bent HcGraw Subdivision Lott 50* a 140' Ztt * 55c $500.00 purchase price verified by Be. Hubbard. The Location of the lot la opposite transection Ho. 4, the transaction cited te assist is estimating the industrial land value, and is very similar to the subject location. On this basis the Indicated value of the lend la $3100.00 per acre. In the appraiser's opinion the value of the choice or flat land along the Coldvatar load is $3300.00 per acre. For the lend within the RGW of the Alabama Fewer Caaparsy we might follow the earn reasoning for the valueTof this land as was diseusied under the valuation estimate of the Alabama Power Company, or say $500.00 per acre. The lend outside of the HO but la the unsettled area of the dump is ccsulted for heavy ooaetruction and would bave s utility equal only to about that of the land in the HOB, or say $500.00 per acre also. The load outside the ROB end in the settled dump area . appears to be suited for light construction such as one story warehouses end the like. For the soke of the calculation tb=a appraiser has assumed that the value of this lend is _DS W 128973 (9) ADAD21-010803 HARTOLDMON0031780 approximately two thirds of the vnlue of the load along tha CoIdeater lead or say $2,000.00 per aero. Frea preliainary rasnswreaeats by "tit, Andrew Saba, a surveyor, it appears that tha Cold* tor lead la vast of the Boasonto Chealsal preparty lisa at the northern end, bat wholly within tin Monsanto property 11a* at tbs ecuthorn and. The rood of course baa been established for sr than twenty years and la tbarsfare public property* Is tbs first eatlmta the west 11m of the Alabaaa Power Company land was projected south. 829 feet te a point, on ass la of 99 Cursed to the right and ceaaactod to the CoIdeatar load. See attached sketch. An far as arithmetic is concerned this plot ef land calculated to a value of slatest Identically the aaaa value, plus $100.00 or so, aa the aatiaata of the value ar the 5.3 acres of the Alabama Potter Conpany. This estlasts did net taka bate consideration tha location of the Celdwater tMd, or the fact Chat the list of tbs duap edge la erratic. It is fait that in an ex change tha utility of the irregular shaped land, although comparable to that of the land ef the Alabama Fewer Coapany would be questionable. The lines projected south taka in practically all of tha Col&Mtsr frontage. It would sees logical to add at least one acre to tha original esclasts and transfer all of tha CoIdeater head frontaga to tha AT sham Power Company. If we fallow the above procedure we have the followin estiastssi Level land along Coldwater goad Land occupied by the road Land in present get? Resettled dump Settled duap Total 5.8 seres 0.4 acres 1.3 acras 1.5 acres 6.3 acres 9.8 5.9 acres (9 $3300.00 - $19,140.00 0.4 acres Q 1.3 acres $ 500.00 - 650.00 1.5 acres <? 500.00 - 750.00 9.8 acres $ 2000.00 - 1,600.00 22,140.00 In the above estinata the values of the sore valuable lands have more substantial basis for evaluation ebon tha lands in the duap areas ex withla tbs 20H. Sisca the better lands wake up tha bulk of the values in the transfer, the ewtlmats ef tha amounts of land appear te be re&senabla, although the (10) Srt 120974 ADAD21-010804 HARTOLDMON0031781 estimates sf tha questionable lands Bight be In arras: . If we forget dollars sad cents, which wars used as a mesas of aetismting tha amounts of loads to give equal values , and look At tbs whole, tbs problem appears to reduce to a load exchange of 5.8 acres of choice land plus 4.0 acres of poorer lead for 5.3 acres of choice land. C03EC2HSIDS; Par the 5.3 acres of load offered by th. Alabama Fowox Company the following load in the appraiser 'a opinion would he sa equitable transfer bp Sansonto Chemical Company to the Alabama Power Company as of fey 3, I960. Press the southwest comer of the lead offered by the Alabama Power Company proceed along the west Hm of the Alabama Power Company offering projected S20 feat to a point, thence at right angles to the right to e point 232 feet east of ths Monsanto Chemical Company property line, thasca south IB8 feet to ths southern boundary of the Monsanto Chemical Company property, thence west along the Monsanto Chemical Company property line to the west line of ths Monsanto Chemical Company property line, thence north a long the Monsanto Chemical Company property line to the A latinos Power Company property, thence easterly 225 feat, thence south 38.25 feet, thence east 233.7 feet to the point of beginning, coat a la lag 9.8 seres more or less. The shove description is not intended to be a legal das but e description from which a surveyor can, in conjunc with existing asps, reasonably well layout and drsrwup his own legal description, at least well within the accuracy of the appraisal. The lend consists ofi 7 Level land along Coldvstsr goad -5.8 acres store or loss Land occupied by the road - 0.4 acres more or leas Lend in present MW - 1.3 acres sore car lass Unsettled disap area 1.5 acres more or Xmas Settled dump ores - 0.8 acres more or lass Total S.g scree more or lass OSH 128975 (11) ADAD21-010805 HARTOLDMON0031782 AgSQHPTIPaSl This appraisal la made subject te the following assumptions: 1. Tha legal description as furnished by athen Is aesusad to be tru asd eerraet. . 2m That the inforsatlea as centsiced la this report trill be treated as confidential iafornatioa aad will not be published, . 3* That ao court tastiasny will be required of the appraiser. CTgTXFICATIOat I hereby certify that I have ao interest, present or con templated la the property described herein aad that neither the employment to neke the appraisal, acr the cpapcnsa.tl.oa, lx contingent on the value of the property* Z certify that J hove Inspected the property and that* accord leg to my belief asd knowledge, all statements are true asd correct, 7. I. Subbard, SSA Key 3* 1960 D5W 128976 (12) ADAD21 -010806 HARTOLDMONOQ31783 APPRAISER QUALIFICATIONS Findley E. Hubbard 1330 Noble Street Anniston, Alabama TRAINING: Alabama Polytechnic Institute - BS in Che. Eng. 1928 L S U - Appraisal I - 1956 Tulane- Appraisal II - 1956 ASSOCIATIONS: Society of Residential Appraisers American Right-of-Way Association Realtor - Anniston Real Estate Board Anniston Zoning Board of Adjustment Registered Professional Engineer Who's Who in Engineering - 1954 American Men of Science - 1950 American Institute of Chemical Engineers EXPERIENCE: . Seven years in the appraisal of all types of real property. The estimated volume of appraisals is in excess of twenty-six million dollars, which includes appraisals for the Anniston National Bank, the Anniston Federal Savings and Loan Association, Veterans Administration, Federal Housing Administration, Alabama Highway Department, private requests, estates and insurance companies. The insurance companies include Jefferson Standard Insurance Company, The Volunteer State Life Insurance Company, Pilot Life Insurance Company, and Pioneer Life and Casualty Company. T Served as a commissioner for the Calhoun County Probate Court and for the City of Anniston. Qualified in the Calhoun County Circuit Court as an expert witness. Eight years in the actual design, cast estimation and con struction of residences. -DSW 128977 ADAD21-010807 HARTOLDMONOQ31784 View of L & N Railroad and Alabama Power Company Substation From Konaanto*s Lina View of Konaanto *5 Plant From KW Corner of Alabama Power's Proposed Transfer DSW 128978 ADAD21-010808 HARTOLDMONOQ31785 Looking Generally North From 5W Corner of Parcel to be Trano- ferred to Monsanto Looking South Proa SW Comer of Parcel to be Trans ferred to Monsanto DSW L-2097.9 ADAD21-010809 HARTOLDMONOQ31786 Looking South A Long Cold-water Hoad From Northern End at Alabama Power Co. Looking North A Long Coldwater Road From STS Corner of Monsanto Property DSW 1289-BO ADAD21-010810 HARTOLDMONOQ31787 Viaw of ROW From Substation r & I * I t l ! / ( ( ( i i View of RCW From Alabama Highway Ho, 202 DSW 120981 ADAD21-010811 HARTOLDMONOQ31788 DSW 128902 ADAD21-010812 HARTOLDMONOQ31789 THE CEHTERLIHE OF THE PROPOSED SAJCTAET SEVER BASEMENT Start at the northwest corner of the Monsanto Chemical Company property just westerly of the city limits of Anniston, Alabama; thence southerly along the westerly line of Monsanto Chemical Company property a distance of 784.4 feet to the center line of the proposed sewer line easement, thence westerly and/an*aiigle to the right of 90 25' 648.4 feet, more or less, to the easterly line of First Avenue. OSW 123983 ADAD21-010813 HARTOLDMON0031790 k`J^fJJL^A fa-LG. ^t^A.Ut L/'-O'Ws _p / /J-'7'-C/L'0'h-e d ~Td j* jtfajc /vjl ka^ a urX^ -* KnivCEci/ ^ jtfLf. \>jXZL ^u*, yC^j-L , K^*1----3^1_cL_ "W C2jx-r~- pUr^-e. 1<Ly'-Oj^'~&- 'j^Ert^Jcsi lr-*-3 \/>?JL2 \jlTO-^-^>-- i 7%tM kl/ OSH 12B960 ADAD21-010814 HARTOLDMONOQ31791 [/`hi A/?y. /> 5 MCf - -^;r i fr-cs^izt-yc /??.'</') /J'-jzJ CitKOtbyT fd /frttFfLL. . (U-r U-C-r^. 7^--c _ /A c' ocu^- </ f<y. ^icZ. 'flpok ~fo 0\L'r-[ J..^ dyj( (/ivg4 ^ J'^t/A) ^i^Ccb? 7^0 DSW 128961 ADAD21-010815 HARTOLDMONOQ31792 L&\S*-L. \C 1/73/2 & w 7 . \ \ ' ' '1 %J , OSW 12B984 ADAD21-010816 HARTOLDMONOQ31793 EfjGKJLOvJjL PACE /3a This Instrument Prepared By: Matthew W. Bowden Balch & Bingham 1901 Sixth Avenue North, Suite 2600 Birmingham, Alabama 35203 Send Tax Notice To: Calvin K. Fritz _Sr. Grp. Manager -Tax Department. E25E Monsanto Co. 800 N. Lindbergh Blvd. St. Louis, MO 63167 STATE OF ALABAMA CALHOUN COUNTY DEED KNOW ALL MEN BY THESE PRESENTS; That ALABAMA POWER COMPANY, an Alabama corporation ('Grantor*), for and in consideration of One and No/100 Dollars ($1.00), the covenants, releases, indemnities, and other undertakings set forth herein, and other good and valuable consideration given to it by MONSANTO COMPANY, a Delaware' corporation ("Grantee"), the receipt of which is hereby admowledged, Grantor, by these presents, does hereby grant, bargain, sell and convey unto Grantee, its successors and assigns, subject to the covenants, terms, conditions, reservations, exceptions and limitations hereinafter set forth, the following described real estate situated in Calhoun County, Alabama, to wit: A parcel of land in the southwest 1/4 of Sectioa 12, Township 16 South, Range 7 East, more particularly described as follows: Commence at the northwest comer of Section 12, Township 16 South, Range 7 East, thence S 34 degrees 20' 06* E 3197.76 feet to the point of beginning; thence S 89 degrees 50' 02" E 452.23 feet; thence S 00 degrees 18' 13" E 329.82 feet; thence N 89 degrees 46' 10' E 195.01 feet; thence S 00 degrees 18' 55' E 257.56 feet; thence S 33 degrees 03' 55* E 484.29 feet; thence S 71 degrees 13' 19" W 145.35 feet; thence S 72 degrees 22' 20' W 157.67 feet; thence S 73 degrees 49' 01" W 97.04 feet; thence N 89 degrees 14' 44" W 548.38 feet; thence N 00 degrees 45' 52* E 1108.21 feet to the point of beginning. The above described lands, hereinafter called the "Premises," are shown outlined in bold on Exhibit A attached hereto. '' THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS SPECIFICALLYRESERVED FROM THIS CONVEYANCE THE FOLLOWING: 1. Grantor's Easement. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns a perpetual easement to use the Premises and any portion thereof for electricity distribution and transmission and communications purposes. Grantor shall have the right to continue using all electricity distribution, transmission, and communications (including fiber optics) equipment and facilities currently existing on the Premises and may operate, maintain, change, relocate, or remove such equipment and facilities or install, operate, maintain, change, relocate, or remove such new equipment and facilities which Grantor, in its sole discretion, deems necessary or desirable to insure continuous, uninterrupted service in all areas served by such equipment and facilities. Nevertheless, the Grantor agrees that no equipment in addition to the equipment and facilities depicted generally on Exhibit A will be installed on the Premises before January 1, 1999 except equipment and facilities needed to respond to a catastrophic loss or electric DSW 128.985 ADAD21-010817 HARTOLDMONOQ31794 BGOkISOI PAGc 740 service emergency. Electricity distribution, transmission, and communications (including fiber optics) 'equipment and facilities* includes, but is not limited to, electricity distribution, transmission, and communications lines, poles, towers, supports, conduits, conductors, cables, insulators, anchors, guy-wires, counterpoise conductors, substations, switching yards, communications circuits, subsurface grounding devices, security fencing around substations and switching yards, and other appliances connected therewith, which are now, or may be in the future, located on, over, across, or under the Premises. As used in Deed, the term 'equipment and facilities depicted generally on Exhibit A* includes any equipment or facilities installed in the same location as depicted generally on Exhibit A to repair or replace sn-h equipment or facilities. Grantor shall at all times have the right of access, ingress, and egress to the Premises and all rights and privileges necessary or convenient for the full enjoyment and use of the Premises for the purposes described above, including the right to keep the Premises dear, by any means including chemical applications, of all trees and vegetation and other obstructions which might interfere * with Grantor's use of the Premises, except that any chemical applications have the prior approval of the Grantee, which approval shall not be unreasonably withheld. Grantor shall be responsible far exercising these rights in compliance with all applicable regulations, permits, orders or approved corrective action or remediation plans. Grantor's equipment and facilities shall be modified, removed, and/or relocated as needed to perform assessment or remediation activities or to comply with such regulations, permits, orders, or approved corrective action or remediation plans and the financial responsibility therefor shall be determined pursuant to Subsection 7.7 of that certain Settlement Agreement between the Grantor and Grantee dated December 20, 1993 and incorporated herein by reference in Section 10 hereof. Before drilling, digging, excavating, or otherwise disturbing the subsurface of the Premises, Grantor shall notify the Grantee of the location and nature of the subsurface work and seek information on restrictions applicable to or hazards associated with such subsurface disturbances and take the precautions necessary to insure that such activities comply with any applicable regulation, permit, order, or approved corrective action or remediation plan. Similarly, before installing on the Premises any equipment or facilities in addition to the equipment and facilities depicted generally on Exhibit A, Grantor shall notify Grantee of the nature and location of the intended installation and shall he responsible for any specific remediation obligations created by construction of such additional equipment and facilities. 2. \ Ownership of Facilities and Equipment on the Premises. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns ownership of and title to any and all equipment and facilities which are currently located on the Premises and those which may be placed on the Premises in the future, pursuant to the easement retained by Grantor as described in Section 1 of this Deed. The general types and quantities and approximate locations of Grantor's equipment and facilities which currently exist on the Premises are shown on Exhibit A. More specific and detailed information on the types, quantities, dimensions and locations ofsuch equipment and facilities will be provided to Grantee by Grantor on request. If any release of a hazardous substance on the Premises occurs from Grantor's equipment and facilities. Grantor shall remediate said release in accordance with applicable federal, state, and local laws and regulations. Grantor shall not store, treat or dispose on the Premises any hazardous substance or waste material winch contains any hazardous substance. Grantor's equipment and facilities on the Premises shall comply with applicable codes, standards, regulations and laws. t 3. Grantee's Use of the Premises. Grantee may make any use of the Premises that will not interfere with the Grantor's easement reserved in Section 1 above, provided however, that the Grantee must notify the Grantor in advance of (he nature and location of any use other than investigation, assessment, monitoring, corrective action or remediation, maintenance activities and any other use or activity necessary, appropriate, convenient or required to address hazardous substances on the Premises. As used in this Deed, the term 'hazardous substances* refers to those substances defined in 42 U.S.C. 9601(14). Any use of the Premises by the Grantee, especially those which may result in a change of the finished slope or grade of the Premises, shall be performed in such a manner so as not to cause Grantor's equipment and Deed 2 DSw 128986 ADAD21-010818 HARTOLDMONOQ31795 eokI391 page 741 facilities to be in violation ofthe standards and specifications of the National Electric Safety Code and other standards and specifications imposed on such equipment and facilities by federal or state laws and regulations, unless required by an applicable regulation, permit, order, or approved corrective action or remediation plan. If Grantee's use of the Premises will unavoidably create a condition which will such a violation. Grantee shall notify Grantor in writing at least 15 days in advance. Grantee dali use caution in operating machinery and equipment on the Premises to assure clearance between the machinery and equipment and Grantor's equipment and facilities. Before drilling, digging, excavating, or otherwise disturbing the subsurface of the Premises, Grantee shall notify Grantor and seek information as to underground equipment and facilities in the area where such activities wQ] take place and the precautions necessary to insure that Grantor's underground equipment and facilities are not damaged or destroyed. 4. Mineral and Mining Rights. All mineral and mining rights in the Premises not owned by Grantor. 5. Existing Easements and Rights-of-way. All existing easements and rights-of-way in favor of third parties for public utilities, public roads, electric power facilities, telephone lines, railroad lines and the facilities located thereon. 6. Prior Rights of Others. Any and all prior rights of others which would be evident by a survey of the Premises whether or not documents therefor are of record. 7. Property Taxes. Any liens for ad valorem taxes for the current year which constitute a lien not yet payable, which lien Grantor shall pay. 8. Indenture. That certain indenture executed by Grantor to the Chemical Bank and Trust Company (now Chemical Bank), as Trustee, dated January 1, 1942, as amended and supplemented. Grantor warrants that it will, within One Hundred Twenty (120) days from the date of this conveyance, secure release from said indenture of the lands conveyed hereunder subject to the rights retained herein by Grantor. 9. Abandonment. In the event the Grantor completely removes each and every item of equipment or facilities on the Premises and makes no use of any part of the Premises for purposes within the scope of the easement reserved herein for a period of one year, the Grantee may give the Grantor written notice of the apparent abandonment and the Grantor's easement shall expire and terminate if the Grantor makes no use of any part of the Premises for purposes within the scope of said easement for a period of one year from the receipt by the Grantor of such notice, after which time the Grantee shall have complete title to the entirety of the Premises as if no easement had ever been reserved. 10. Notice of Covenants. In addition to all terms contained elsewhere in this Deed, the Premises herein are conveyed subject to certain 'Releases, Indemnities, Reimbursements, Notices and Covenants Not to Sue' set forth in Section 7 of that certain Settlement Agreement by and between Alabama Power Company and Monsanto Company dated the 20th day of December, 1993, which are more particularly described as i follows: ' . T Section 7.1. Cleanup, Remediation, and Corrective Action Costs. Section 7.2. Damages in the' Nature of Natural Resource Damages. Section 7.3. Injuries from Future Exposure to Hazardous Substances. Section 7.4. Injuries to Grantee's Employees, Agents, and Contractors from Grantor's Equipment and Facilities. Deed 3 DSW 1.2.0 9S.7 ADAD21-010819 HARTOLDMONOQ31796 742BCtCikISOI PAGE Section 7.5. Injuries to Grantor's Employees, Agents, and Contractors from Future Exposure to Hazardous Substances. Section 7.6. Notice of Costs, Expenditures and Claims. Section 7.7. Cost of Relocation, Reinstallation, and Replacement of Grantor's Equipment and Facilities. Section 7.8. Covenant Not to Sue. Section 7.9. limitations. Section 7 of said Settlement Agreement is incorporated herein by reference as though set out in full and the provisions thereofshall constitute covenants and shall run with the title to the land herein conveyed and be applicable and binding forever between the parties and their successors and assigns. Inquiries regarding this incorporation by reference should be directed to Monsanto Company, 800 N. Lindbergh Blvd., Sl Louis, MO, 63167 or Alabama Power Company, 600 N. 18th Street, Birmingham, AL, 35203. 11. Disclaimers and Limitations. Grantor hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (I) the nature and condition of the Premises including, but not to, the water, soil and geology, and the suitability thereof for any uses Grantee may elect to conduct thereon, and (ii) except for any warranties contained in the deed conveying the Premises from Grantor to Grantee, the nature and extent of any right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise. Grantor has not made and does not make any representations concerning the physical condition, the habitability or the quality of construction, workmanship, merchantability or fitness for any particular purpose, the accuracy or completeness of any information or data provided by Grantor to Grantee and compliance with law or any other matter affecting or related to the Premises. Grantee expressly acknowledges that no such other representations have been made. It is expressly understood and agreed that the Premises contain hazardous substances and that the Premises are being conveyed hereunder "AS IS" and "WITH ALL FAULTS", without any representation or warranty by Grantor. Grantee expressly acknowledges to Grantor that Grantee has entered into that certain Settlement Agreement made by and between Grantor and Grantee dated December 20, 1993 and accepted the conveyance of the Premises without relying upon any such representation or warranty fay Grantor, its agents or contractors, or by any other person or entity with respect to the condition of the Premises or any part thereof. 12. Covenants Running with the Land. The provisions, conditions, releases, indemnities, and other undertakings hereinabove concerning the Premises and the easement retained by the' Grantor, shall constitute covenants and shall run with the title to the land herein conveyed and be applicable and binding forever between the parties and their successors and assigns. 13. Settlement Agreement. Grantor and Grantee intend that all the provisions of tbaf certain Settlement Agreement made by and between Grantor and Grantee December 20, 1993, shall survive and remain fully effective and undisturbed notwithstanding the execution of this conveyance or any generally applicable principles of merger associated with and otherwise applicable Co documents of real estate conveyances. TO HAVE AND TO HOLD unto the said Monsanto Company, a Delaware corporation, its successors and assigns, FOREVER. * Deed 4 OS W 128988 ADAD21-010820 HARTOLDMONOQ31797 e1891 pace 743 IN TESTIMONY WHEREOF, (be said Alabama Power Company, and Monsanto Company, by their duly authorized officers, have hereunto caused this instrument to be executed and to be effective this 2. i^-day of December, 1993. * GRANTOR; WITNESS; ALABAMA POWER COMPANY Itr. \ti<Le Pceri.\cij*t- WITNESS: GRANTEE: MONSANTO COMPANY-^ Its-V \ Deed 5 OSW 128989 ADAD21-010821 HARTOLDMON0031798 STATE OF 744bqokISSI PAGE COUNTY OF IkMcj/r. I. KklivWY'i_ \ - l a notary public in and for said county ip said.state, hereby certify . whose name as U.rT' . of ALABAMA POWER COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with foil authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this fCHav of . 1993. klfrU S. jjJ, Notar_y TpfcuJlb_ll*ic [ Notarial Seal ] STATE OF .^aSQjjLCL. county of . f Kories My Commission Expires: t.'ilur.'V'l ^ f......t) ' / ' -v . 5 .* O : i _ - *? r -- i : - : r- - 5 \V 7 * : *" _v,' ,r \ Jt L *-1 ' I. ^)nam A1 Pn a notary public in and for said county in said sta{& hereby certify that fllrr hae I - R?rr.Sma n , whose name as^hiftv--r P^.n^rLn/ rfrrrtAof MONSANTO COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, At* - . as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this day of])ccm ^<f/~ . f9?J. [ Notarial Seal ] CL^ m. ft / Notary Public JOANI U. MADDEN My Commission Expires:NOTARY RIR1 ID. "STATE OF MISSOURI MY COMMISSION EXPIRES JUNE 29, B96 Si. ... * - :. A-. '-J . >**-= J-ll --i <c --: - - ^ tl * 1* Ul; I.. = o 'J = <T-V On" V Deed DSW L2099O ADAD21-010822 HARTOLDMONOQ31799 "ffi ll'it--!_ w 1 : '"' -1 : wl891 mge 745 ' ijj'f'* f I.;-- : iit- ' i. ;A. :V S' Y ......... , - i * i.. 'i=` ADAD21-010823 HARTOLDMON0031800 * * -- :,v' r" - t',. : >- 5 - -'.)-i*1 f. ::W: 1 :j . l'... \. dodr180I padeJ746 ' LEGEND 0 ave BCMH CL ABCCVEHCENOHNCRTUOHEEftl1 CP DISTAHC CLEEV FFI1VDP EAST FFINOOXVUVUENNARDDTTII1 VLI HCNVD PPOOOC PC ARC LEI FNIAETLIDONu) PNOOIRNTTH C PPOOIINNTT (( PPTL PPOROINPTERt R RAOO/S RROEWC RREIGCHOTRDC RSSNEIPOC SsT IBTM RSEACNTGIOEN SSOETUTIHRC STATRKGEEETH TIUPOR mi Tomsp w TrtST A DELTA . 1 LEGEND SET MONUMENT o FOUND MONUMENT -o- POWER POLE MANHOLE FIRE HYDRANT A GROUND GUY STEEL TOWER QT~n CONCRETE POWER POLE TWO LEGGED STEEL TOWER -- --- -- -- -- ----- - POWER LINE --= - UNDERGROUND PIPE -- UNDERGROUND CABLE \ tor>/~> CO X mm 1 ; m --i ,1 ^q __1 DATE 5.-29-93___________ PRODUCED BY: ALABAMA POWER C POWER DELIVERY TRANSMISSION - S ALABAMA POWER 600 NORTH 18th BIRMINGHAM, AL .inR ANNISTON T.S. nFTAII LABEL APCO EOUIPMENT ON PROPERTY SCALE _ 1" ** 60' R/A D-SHEET 2 OF 2 SHEETS SUPERSEDES ADAD21-010824 HARTOLDMON0031801 ' :M.' si1801 mW 1 :.*v ; * .|i . : i:*: - -r'' `vr: .2- l HARTOLDMON0031802 ! ' H 1 : r i .? V ,zvtiz *----- 3.HSuoT O' Sffll80i 748 a* ' '* \ i ' -P' H: >-o 2* -n^ om ! t7/x) :,i-v. r.v.: i ` 5 k`: u\ y'iy * v*` ' ' t *;!' 1 l - U. >* Vv 1i ,, .. ' ' l '\ im t XL U> o > m; r m i! ii i-- q i CM ? 1' 1 REVISION 1: 10-22-93 TO ADD DETAIL OF 230 KV SUBSTATION YARD. 7595 10--14--93 OSH 128994 ADAD21-010826 HARTOLDMON0031803 - '* f'.i ;. T." -i k. nc1/1 o >x m m CT> O N I 'a.. !- . -:v VI -lv '..ik, M:' :!.* >'V .V T * .1 i'i DSW 1.2B995 wGp740 HARTOLDMON0031804 ', i r -r OSH 128996 ADAD21-010828 HARTOLDMON0031805 KflslMUl y. 751 EXHIBIT A TO DEED CALHOUN COUNTY,ALABAMA , SECTION 12 TWN-16-S, RNG-07-E GENERAL DEPICTION OF TYPE, QUANTITY AND LOCA OF ALABAMA POWER COMPANY EQUIPMENT AND FA ON LANDS CONVEYED TO MONSANTO COMPANY. (D( INCLUDE EQUIPMENT AND FACILITIES NOT OWNED B' POWER COMPANY) . ' SHEET KOCT45'5;~E 1105.21' \ /' // /// P /// > o '// cn 7nin3 / / H- '' / / DSW 128997 / // / / * ADAD21-010829 HARTOLDMON0031806 ^1891 me753 "D ^ -n 2 o^ 3* I 30 E'( 70 m e= Cl 33 .. *-.#% n n n PC lo \o \ SHEET ADAD21-010831 HARTOLDMON0031808 Monsanto Monsanto QiemicaJ Company BOO N. Undbflfsti Boulevard St. Louis. Missouri 63167 Pnona; pn) B34-1000 September 24, 1993 Mr. W. R. Smith Vice President Alabama Power Company 925 Quintard Avenue P.0. Box 129 Anniston, Alabama 36202 Dear Mr., Smith: We have reviewed your letter of September 22, 1993 and the indemnification language in paragraph #3. Given the uncertainty inherent in any future litigation for both our companies, we wished to avoid protracted, and perhaps fruitless, discussions over the indemnification limits and/or cash-out payments. Accordingly, we have proposed instead revised language which, supports the spirit of future cooperation between Monsanto and Alabama Power. In order to avoid confusion we have drafted the settlement proposal consistent with the format in your letters of September 14 and September 22. 1. Monsanto will take back title to the original land (13.3 acres) plus additional acres south of old Fifth Street and north of the 13.3 acre tract (approximately 3-5 acres) \ necessary to place the entire 230 kv switchyard,under a single ownership. Alabama Power will grant Monsanto access on a reasonable basis to other Alabama Power land for assessment and/or remediation purposes as required by relevant authorities or as mutually agreed. Alabama Power will retain title to any electrical equipment on the land and will retain a perpetual easement for current and future uses of the property for electrical distribution and transmission equipment as long as such uses do not violate restrictions imposed on the site by applicable regulations, permits, orders or an approved corrective action plan- In conjunction with this transfer of land, Monsanto will indemnify Alabama Power for any claims brought against Alabama Power by employees, contractors or agents of _ Monsanto for damages alleged to be caused in whole or in OSH 129092 ADAD21-010832 HARTOLDMON0031809 part by Alabama Power's electrical equipment or facilities on the transferred land or any land to which Monsanto is given access for assessment and/or remediation purposes after settlement of this matter except where the damages result from a negligent act or omission by Alabama Power, its employees, agents, or contractors. Monsanto will take full financial and operational responsibility for environmental assessment and remediation of the landfill, including any off-site migration, and will manage all negotiations with regulatory agencies, investigations and remediation activities. Monsanto will keep Alabama Power informed of all major developments at the site, including providing copies of all correspondence to and from all involved agencies and interested parties by some convenient and prompt means. With regard to a non disclosure agreement, we are willing to allow Steve McKinney and Steve Krchma to work out this aspect of the arrangement starting with our draft confidentiality agreement forwarded under cover dated September 21,1993. Each party will release the other from any claims related to the site and Monsanto will indemnify Alabama Power from any claims brought by anyone based solely on exposure after the transfer of the property, as to hazardous substances at or from the site except for those claims brought by Alabama Power's employees, agents or contractors which are based on injuries alleged to be caused in whole or part by exposure to hazardous substances at the site after the transfer of the property. Further, Alabama Power and Monsanto agree . that, in the event a claim is brought against Alabama Power or Monsanto or both by any person or entity not a present or past employee, contractor or agent of Alabama Power or Monsanto, based in whole or in part upon allegations of exposure to hazardous substances at or from the landfill, neither Alabama Power nor Monsanto will seek to impead or to assert any third-party claim or cross-claim of any type against the other, and that Alabama Power and Monsanto will fully cooperate with one another in the defense of any such matter. This provision shall not be construed to mean or imply that Alabama Power or Monsanto will withhold any discoverable information from each other or from any claimant or court. Monsanto will assume 50% of the financial responsibility for any relocation, reinstallation or replacement of electrical transmission and distribution equipment and facilities required to perform necessary assessment or remediation activities or to comply with an approved corrective action plan or any final order of any state or federal agency or court with jurisdiction over the matter. Neither party will initiate suit against the other for any claims relating to the site except to enforce the provisions of this agreement. DSW 129093 ADAD21-010833 HARTOLDMON0031810 6. Alabama Power will indemnify Monsanto for any claims brought against Monsanto by employees, agents, or contractors of Alabama Power for damages alleged to be caused in whole or in part by exposure to hazardous substances after the transfer of the property except where the damages result from a negligent act or omission by Monsanto, its employees, agents, or contractors. 7* Alabama Power will make a one-time payment to Monsanto of $775,000.00 in complete fulfillment of Alabama Power's financial responsibility to Monsanto under this agreement. We will be available early next week to finalize the settlement proposal by a meeting or teleconference as appropriate. Sincerely, Michael R. Foresman Director, Remedial Projects cc: W. L. Defer - 1060 J. D. Grogan - Alabama Power Company J. P. Hyland - F2EB S. P. Krchma - E2NK . S. G. McKinney - Balch & Bingham \ \ DSH 12909** ADAD21-010834 HARTOLDMONOQ31811 Monsanto Monsanto Chemical Comcany BOO N. Lindbergh Boulevard St Louis. Missouri 63167 Phone: (314) 634-1000 September 21, 1993 *> Mr. W. R. Smith Vice President Alabama power Company 925 Quintard Avenue P. O. Box 129 Anniston, Alabama 36202 Re: Anniston Transmission Substation Property Dear Mr. Smith: I enjoyed talking with you yesterday and am pleased that we were able to reach agreement on several major issues associated with the transfer of the referenced property as follows: 1. Indemnification for future claims after settlement. Monsanto letter of 9/7/93 Monsanto #7 and APCO #6. 2. One time payment of $775K by Alabama Power in complete fulfillment of Alabama Power's financial responsibility to Monsanto. 3. 50/50 cost sharing by Monsanto and Alabama Power for relocating of equipment required by the approved ^ corrective measures plan. Tf The two remaining issues were the "third party non-disclosure agreement" for information and correspondence provided by Monsanto to Alabama Power and indemnification for claims during Alabama Power's ownership of the property. I agreed to provide "draft language" of a third party non disclosure agreement that would protect release of confidential information but also allow Alabama Power to adequately handle public communications associated with its involvement with the property. A copy of such a draft is enclosed for your review. You agreed to review the indemnification issue with your team and provide a response to my attention. 4 UTO si Monsanto Company DSW 129090 ADAD21-010835 HARTOLDMON0031812 *4 1. Confidentiality * 1.1 Shared Information. From time to time, the Parties will disclose or transmit to each other, directly or through counsel, information for the purpose of coordinating activities that are necessary and proper to carry out the purposes of this Agreement. Shared information may be disclosed to or transferred among the Parties orally or in writing or by any other appropriate means of communication. The Parties intend that no claim of work product privilege or other privilege be waived by reason of participation or cooperation pursuant to this Agreement. . 1.2 Confidentiality of Shared Information. fa) Each Party agrees that all shared information received from any other Member of its counsel, technical consultant, or common counsel pursuant to this Agreement shall be held in strict confidence by the receiving Member and by all persons to whom confidential information is revealed by the receiving Member pursuant to this Agreement, and that such information shall be used only in connection with conducting such activities as are necessary and . proper to carry out the purposed of this Agreement; (b) Shared information that is exchanged in written or in document form and is intended to be kept confidential may, but need not, be marked "Confidential" or with a similar legend. If such information becomes the subject of an administrative or judicial order requiring disclosure of such information by a Party, where the information will be unprotected by confidentiality obligations, the Party may satisfy its confidentiality obligations hereunder by notifying the Party that generated the information. (c) Each Party shall take all necessary and appropriate measures to ensure that any person who is granted access to any shared information or who participates in work on common projects or who otherwise assists any counsel or technical \ consultant in connection with this Agreement, is _ familiar with the terms of this Agreement and complies with such terms as they relate to the duties of such person; (d) The Parties intend by this Section to protect, from disclosure all confidential information and documents shared among Parties to the greatest extend permitted by law regardless of whether the sharing occurred before execution of this Agreement and regardless of whether the writing or document is marked "Confidential"; Sw 139iao ADAD21-010836 HARTOLDMON0031813 (e) The confidentiality obligations of the Parties under this Section shall remain in full force and effect, without regard to whether actions arising out of the Site are terminated by final judgement or agreement and shall survive the termination of this Agreement. The provisions of this Section shall not apply to information which is now or hereafter becomes public knowledge without violation of this Agreement, or which is sought and obtained from a Party pursuant to applicable discovery procedures and not otherwise protected from disclosure? either Party may disclose confidential information which is not public knowledge by supplying such information to the other party and obtaining written permission for its release, which will not be unreasonably withlield. (f) Upon termination, documents or other physical materials containing confidential information provided by either Party shall be promptly returned to such Party together with all copies thereof. DSW 129101 ADAD21-010837 HARTOLDMON0031814 Aiaoama Power Camoanv A25 Quinmre Avenue =os< Office Sox 129 Anntsian. Aiaoama 36202 Taleonone 205 231-3301 W. Ronald Smith V'ce President 1 * A Alabama Power he sournem e/ecrnc system September 22, 1993 Mr. Michael R. Faresman Director, Remedial Projects Monsanto Chemical Company 800 N. Lindbergh Boulevard St. Louis, Missouri 63167 Dear Mr. Foresman: We have examined Monsanto's settlement proposal dated September 7 and your letter dated September 21 following up on our telephone conversation of Monday, September 20. Set out below are the elements of the settlement we proposed in our letter of September 14 revised to reflect our discussions and a response to your letter of September 21. We hope this will resolve all issues between us. 1. Monsanto will take back title to the original land (13.3 acres) plus additional acres south of old Fifth Street and north of the 13.3 acre tract (approximately 3-5 acres) necessary to place the entire 230 kv switchyard under a single ownership. Alabama Power will grant Monsanto access on a reasonable basis to other Alabama Power land for assessment and/or remediation purposes as required by relevant authorities or as mutually agreed. Alabama Power will retain title to any electrical equipment on the land and will retain a perpetual easement for current and future uses of the property for electrical distribution and transmission equipment as long as such uses do not violate restrictions imposed on the site by applicable regulations, permits, orders or an approved corrective action plan. In conjunction with this transfer of land, Monsanto will indemnify Alabama Power for any claims brought against Alabama Power by employees, ... contractors or agents of Monsanto related to injuries alleged to be caused in whole or in part by Alabama Power's electrical . equipment or facilities on the transferred $and or any land to which Monsanto is given access for assessment and/or remediation purposes. 2. Monsanto will take full financial and operational responsibility for environmental assessment and remediation of the landfill, including any off-site migration, and will manage all negotiations with regulatory agencies, investigations and remediation activities. Monsanto will also toanoc ADAD21-010838 HART OLDMON0031815 accept full financial responsibility for any claims related to the site brought by any party for damages in the nature of "natural resource damages" such as those provided for under CERCLA Section 107(a)(4)(C) or other similar existing or future state or federal lavs or causes of action. Monsanto will keep Alabama Power informed of all developments at the site, including providing copies of all correspondence to and from all involved agencies and interested parties by some convenient and prompt means. With regard to a non-disclosure agreement, ve are willing to negotiate with you to reach an agreement limiting disclosure of trade secret information or the substance of private discussions had between the parties for decision-making purposes related to the assessment or remediation of the site. The applicability and scope of the limitations must be narrow. Ve have reviewed briefly the language forwarded with your letter of September 21 and believe it to be too broad for these purposes. Assuming we are in agreement on all other issues, I suggest we allow Steve McKinney and Steve Krchma to work out this aspect of the arrangement. 3. Monsanto will release Alabama Power from any claims related to the site and indemnify Alabama Power from any claims brought by anyone based on contamination at or from the site except for those claims brought by Alabama Power's employees, agents, or contractors which are based on injuries alleged to be caused solely by exposure to hazardous substances at the site after the transfer of the property. Further, Alabama Power will accept a 50% responsibility for the first cumulative 31,000,000 of any judgment or judgments (up to a cumulative total Alabama Power financial responsibility of $500,000) rendered against Alabama Power in favor of any claimant not a present or past employee, contractor or agent of Monsanto or Alabama Power where the judgment is based solely on exposure to the contamination at or from the landfill during Alabama 'Power's ownership of the landfill and where the lawsuit alleging the claim is brought within five years of the transfer of the property. Judgment amounts in excess of the cumulative $1,000,000 will be the sole financial responsibility of Monsanto. 4. Monsanto will assume 50% of the financial responsibility for any relocation, reinstallation or replacement of electrical transmission and distribution equipment and facilities required to perform necessary assessment or remediation 2. OSM l*9096 ADAD21-010839 HARTOLDMON0031816 activities or to comply with an approved corrective action plan or any final order of any state or federal agency or court with jurisdiction over the matter. 5. Alabama Power will not initiate suit against Monsanto for environmental assessment or remediation costs except to enforce the provisions of any settlement agreement or to defend itself from claims related to the site. 6. Alabama Power will indemnify Monsanto for claims brought by Alabama Power employees, agents or contractors against Monsanto for damages related to exposure to hazardous substances after the settlement of this matter except where the exposure results from a negligent act or omission by Monsanto, its employees, agents, or contractors or a failure by Monsanto to keep Alabama Power thoroughly informed as required by item #2. 7. Alabama Power will make a one-time payment to Monsanto of $775,000.00 in complete fulfillment of Alabama Power's financial responsibility to Honsanto, except as provided in paragraph three above. I hope that you will accept our revisions to paragraph three as a reasonable balance between the interests of Alabama Power and Monsanto. We would receive some form of long term protection from third party claims (for which we must invest the $500,000 you referenced) and you would receive assurance that Alabama Power will not be encouraging such claims due to its considerable conditional liability. If these revised elements of a settlement are acceptable to Monsanto, we must begin immediately to translate these elements to a final settlement document. As always, the available time for accomplishing Monsanto's goal of managing this matter under RCRA as opposed to CERCLA is waning. We look \ forward to your prompt response. V\ , T WRS/bbg cc: Mr.,-William L. Defer^' Mr. Steve McKinney Mr. Willard Bowers W. Ronald Smith XISW 129097 3. ADAD21-010840 HARTOLDMON0031817 Alaoama Power Comoanv 925 Quiniard Avenue Post Office Box 129 Anniston. Alaoama 36202 Telephone 205 231-3301 W. Ronald Smith Vice President yet-. vi^ F4X a A Alabama Power me southern electric system September 14, 1993 Mr. Michael R. Foresman Director, Remedial Projects Monsanto Chemical Company 800 N. Lindbergh Boulevard St. Louis, Missouri 63167 Dear Mr. Foresman: ' We have examined Monsanto's latest settlement proposal dated September 7. We are grateful for the progress our companies have made but we are concerned that major issues remain unresolved and time is becoming an increasingly critical factor. The following sets out what Alabama Power will require and provide in a settlement of this matter. We look forward to seeing you on September 21 and hope that we can finalise the matter at that time. 1) Monsanto will take back title to the original land (13.3 acres) plus additional acres south of old Fifth Street and north of the 13.3 acre tract (approximately 3-5 acres) necessary to place the entire 230 kv switchyard under a single ownership. Alabama Power will grant Monsanto access on a reasonable basis to other Alabama Power land for assessment and/or remediation purposes as required by relevant authorities or as mutually agreed. Alabama Power will retain title to any electrical equipment on the land and will retain a perpetual easement for current and future uses of the property for electrical distribution and transmission equipment as long as such uses do not violate restrictions imposed on the site by applicable regulations, permits, orders or an approved corrective action . plan. In conjunction with this transfer of land, Monsanto will ' indemnify Alabama Power for any claims brought against Alabama Power by employees, contractors or agents of Monsanto related to " injuries alleged to be caused in whole or in part by Alabama Power's electrical equipment or facilities on the transferred land or any land to which Monsanto is given access for assessment and/or remediation purposes. DSW 129102 ADAD21-010841 HARTOLDMON0031818 1 J* \ ' . 2) Monsanto vill take full financial and operational responsibility for environmental assessment and remediation of the landfill, including any off-site migration, and vill manage all negotiations vith regulatory agencies, investigations and remediation activities. Monsanto vill keep Alabama Pover informed of all developments at the site, including providing copies of all correspondence to and from all involved agencies and interested parties by some convenient and prompt means. We vill not sign a "third party non-disclosure agreement" regarding this information. 3) Monsanto vill release Alabama Pover from any claims related to the site and indemnify Alabama Pover from any claims brought by anyone based on contamination at or from the site except for those claims brought by Alabama Power's employees, agents, or contractors which are based on injuries alleged to be caused solely by exposure to hazardous substances at the site after the settlement of this matter. 4) Monsanto vill assume 50X of the financial responsibility for any relocation, reinstallation or replacement of electrical transmission and distribution equipment and facilities required to perform necessary assessment or remediation activities or to comply vith an approved corrective action plan or any final order of any state or federal agency or court with jurisdiction over the matter. 5) Alabama Pover vill not initiate suit against Monsanto for environmental assessment or remediation costs except to enforce the provisions of any settlement agreement or to defend itself from claims related to the site. 6) Alabama Pover vill indemnify Monsanto for claims brought by Alabama Pover employees, agents or contractors against Monsanto for damages related to exposure to hazardous substances after the settlement of this matter except where the exposure results from a negligent act or omission by Monsanto, its employees, agents, or contractors or a failure by Monsanto to keep Alabama Pover thoroughly informed as required by item #2. 7) Alabama Pover vill make a one-time payment Co Monsanto of $ 600,000.00 in complete fulfillment of Alabama Power's financial responsibility to Monsanto. DSW 12-9103 ADAD21-010842 HARTOLDMON0031819 i i Please give Alabama Power's counter-proposal your thorough consideration prior to the meeting scheduled for September 21. In our view, a prompt resolution of this matter will greatly improve your chances of handling the remediation under the RCRA program. Please also be mindful that we have made a commitment to keep ADEM informed on this matter. If they ask us about the status of this matter, we must and will respond fully. Sincerely, WRS/bbg cc: Hr. William L. Defer ' Hr. Steve McKinney Hr. Willard Bowers W. Ronald Smith \ \ D-SW 12 9104 ADAD21-010843 HARTOLDMON0031820 Monsanto The Chemical Group BOO N L.nooergn Bouievara SL Lous. Mimou/i 63167 Phone: (31*) 694-1000 * September 7, 1993 VIA FEDERAL EXPRESS Mr. W. R. Smith Vice President Alabama Power Company P. O. Box 129 Anniston, Alabama 36202 Dear Mr. Smith: We have reviewed your letter of August 3 0 responding to our August 23 proposal for assuming ownership of a portion of the Anniston Transmission Substation property and accepting responsibility for any required environmental assessments and remediation relative to the landfill located on the property. We are pleased that we have agreement in principal on our proposal and encouraged that we have agreement on many of the specific elements in .the proposal. We appreciate your comments on those elements yet to be resolved and have given them careful consideration. Detailed below is a restatement of Monsanto's proposal, which we believe addresses all of Alabama Power Company's concerns, and is a good faith offer to reach settlement on this issue. MONSANTO: 1. Take original land (13.3 acres) back plus the additional acres \ south of old Fifth Street and north of the 13t. 3 acme track (approximately 3-5 acres). Option for additional land if heeded subject to approval by Alabama Power. 2. Perpetual easement to APCO for current and future uses for electrical distribution and transmission equipment that would not violate restrictions imposed on the site by applicable regulations, permits, orders, or approved corrective action plans and that is consistent with current easements on other Monsanto property. 3. Take responsibility for environmental assessment/remediation relative to the landfill -(including off-site migration) . DSW 1.29.105 ADAD21-010844 HARTOLDMON0031821 Mr. W. R. Smith September 7, 1993 Page 2 j 4. Monsanto manages all negotiations with regulatory agencies, investigations and remediation activities. Monsanto would agree, subject to a third party non-disclosure agreement, to keep APCO informed of all major developments relative to the site and provide copies of all correspondence to and from all involved agencies and interested parties by some convenient and prompt means. 5. Monsanto releases APCO from any environmental assessment/ remediation claims relative to the landfill{ including off site migration). 6. Monsanto shares a portion of the financial responsibility for relocating any equipment required by the approved corrective measures plan. 7. Monsanto indemnifies Alabama Power for all claims brought against Alabama Power by Monsanto's employees, agents, and contractors which result from any injuries sustained by such persons while they are working in the future around and under Alabama Power's electrical transmission equipment or while they are working in the future on property which is owned by Alabama Power. APCO: 1. APCO retains title to all equipment on the transferred, land. 2. APCO is granted a perpetual easement on the transferred land consistent with Monsanto item #2. 3. Grant Monsanto access to APCO property for investigation/ remediation required by the agency. \ APCO financial responsibility to Monsanto handled by one time buy-out, pay-as-you-go, or some combination. 5. .Release Monsanto for past and future environmental assessment/ remedial claims related to the landfill to the extent resolved by this settlement. 6. APCO indemnifies Monsanto for any claims resulting from injuries to its employees, agents, and contractors caused by future exposure to hazardous substances at the site (including both Monsanto and APCO property) . DSW 129106 ADAD21-010845 HARTOLDMONOQ31822 Mr. W. R. Smith September 7, 1993 Page 3 1 Monsanto has made significant concessions in this proposal in terms of indemnification for past activities, sharing of APCO equipment relocation, and responsibility for environmental claims in order to settle this matter. Several issues remain as follows: 1. One-time buy-out option - Our offer for settlement contained in ray letter of August 23, 1993, included a payment of $1,00OK and agreement to share the APCO equipment relocation costs on a 50/50 basis. While we appreciate your offer of a one-time payment of $600K, we have a similar concern over your cost estimates for relocation of equipment and our potential exposure for a 50/50 sharing of expenses. Addressing these concerns we would be willing to settle the matter for a one time payment of $900K with the proposed 50/50 split of equipment relocation expenses or in the alternative, $750K with a 25/75 Monsanto/APCO split of equipment relocation expenses. 2. Indemnification - We appreciate your review and discussion of the indemnification issue and the expressed understanding of our concerns after the property is transferred. In revising our proposal we are willing to limit the indemnification to an indemnification by both parties for future activities as stated in Monsanto #7 and APCO #6, if we can agree on some financial arrangement that would ensure APCO's future commitment to Monsanto on this issue. Several alternatives are available .including a cost sharing for third party actions, agreement to cover all third party claims up to a cap of $xM, or a one-time payment. While we prefer the first two options due to the unknowns, in the interest of crafting a "walk-away," Monsanto is willing to entertain a one-time payment of $50QK with the indemnifications limited to Monsanto #7 and APCO #6 in the proposal. Please accept our proposal and the resolution of the two outstanding issues in the spirit in which it has been drafted to b\ing closure to this issue and move forward in a tamely manner. Sincerely, Michael R. Foresman Director, Remedial Projects MRF\sa1th.ltr c: - J. J. S. S. Defer, 1060 D. Grogan,Alabama P. Hyland, G4WT P. Krchma, E2NK G. McKinney, Balch & Power Company Bingham DSW1^29102 ADAD21-010846 HARTOLDMONOQ31823 Alabama Power Comoany 925 Qumiard Avenue Posl Office Bax 129 Anniston. Alabama 36202 Telephone 205 231-3301 W. Ronald Smith Vice President August 30, 1993 A Alabama Power fbe southern elecinc system Hr. Hichael R. Foresraan Director, Remedial Projects Monsanto Chemical Company 800 N. Lindbergh Boulevard St. Louis, Missouri 63167 Dear Hr. Foresman: We have revieved your letter dated August 23 setting out Monsanto's proposal for assuming ownership of a portion of the Anniston Transmission Substation property and for accepting responsibility for any necessary environmental assessment and response at the site. As ve indicated in our meeting on August 17, 1993, Alabama Power is inclined to agree with Monsanto's proposal in principle and with many of the specific elements communicated to us in person on August 9 and in your letter. There remain, however, several elements of Monsanto's proposal, particularly as restated in your letter, to which Alabama Power does not agree. Accordingly, the specific elements of your proposal, as they appear in your letter, are restated below followed by Alabama Power's comments. MONSANTO; 1) Take original land back (with option for additional land if required to manage RFI/CMS and remediation). Comment Alabama Power would prefer to determine in advance what lands will be transferred and avoicf dividing ' the ownership of the 230 kv switchyard. Specifically, ve would agree to convey the original land (13.3 acres) plus ' the additional acres south of old Fifth Street and north of the 13.3 acre tract (approximately 3-5 acres). If an option for additional land is still needed, we're willing to discuss it. 2) Perpetual easement to APC0 for current use with certain restrictions. Comment. Alabama Power must retain the ability to make additional future uses of the property for electrical distribution and transmission equipment that would not violate restrictions imposed on the site by applicable regulations, permits, orders or an approved corrective ar Hnn Dlan. ADAD21-010847 HARTOLDMON0031824 3) Take responsibility for environmental assessment/remediation relative to the landfill (including off-site migration). No Comment. 4) Monsanto manages all negotiations with regulatory agencies, investigations and remediation activities. Comment- Alabama Power would expect to be kept informed of all developments and receive copies of all correspondence to and from all involved agencies and interested parties by some convenient and prompt means. 5) Monsanto releases APCO for any actions taken by APCO in regards to spreading of contamination from the landfill. Comment Vhen Bill Defer stated Monsanto's position during the meeting of August 9, he made clear that Monsanto proposed to release Alabama Power from all environmental claims related to the site. In fact, this point was the subject of a request for clarification to confirm that Bill's use of the word ,rrelease" actually included the concept of indemnification for all environmental claims. The scope of the "release" stated in your letter is substantially less than originally proposed. Protection from all claims related to the environmental condition of this site is a critical aspect of any agreement allowing Monsanto to take control of the site. We can agree to this item as originally stated on \ August 9. \ 6) Monsanto shares a portion of the financial responsibility for relocating any equipment required by the approved corrective measures plan. Comment. As set out as a footnote to your financial proposal, "a portion" equals 50. APCOt 1) APCO retains title to. all equipment on the transferred land. No comment. DSW 129109 ADAD21-010848 HARTOLDMONOQ31825 i 1 2) Perpetual easement subject to restrictions to be defined in the corrective measures plan approved by the agency. Comment. Ve assume this refers to a perpetual easement APCo vould retain after transferring fee simple title to the land to Monsanto. The comments above about future consistent uses apply here as veil. 3) Grant Monsanto access to APCO property for investigation/remediation required by the agency. No comment. 4) APCO financial responsibility to Monsanto handled by One Time Buyout, Pay-As-You-Go, or some combination. Commen t. Alabama Power vould agree to a reasonable One Time Buyout, subject to acceptable resolution of other points of the settlement. We obviously have a difference of opinion about the price, Ve have evaluated the financial proposals set out in your letter of August 23. While ve do not agree totally with your cost estimates and the allocation factors employed, Alabama Power vould agree to a one-time payment of $600,000.00 provided ve reach a satisfactory resolution to the other elements of the settlement. 5) Release Monsanto for past and future remedial claims related to the landfill. Comment. This element was not mentioned in any of our previous discussions and it causes us some concern. Even if the transfer takes place, Alabama Power is open to suits by third parties including the government for remedial claims and must retain recourse against Monsanto. To the extent this item is intended to make clear that Alabama Power will not initiate actions against Monsanto for matters that have been resolved by the settlement, ve are willing to discuss it. At this point, ve do not agree to it as written. 6) Indemnify Monsanto for any claims (other than remediation) associate'd with the transferred land while under APCO ownership and with future APCO operations (on or off-site). OSH L29110 ADAD21-010849 HARTOLDMONOQ31826 S'S Comment. This element is significantly different than the version communicated to us on August 9. As written, it would transfer to Alabama Power potential liabilities presently resting with Monsanto. This is completely at odds with the previously stated purpose of crafting a "walk, away" settlement for Alabama Power. As with the newly expressed content of Monsanto's obligation #5 discussed above, Alabama Power does not accept this item as written. As expressed on August 9, however, Monsanto requested an indemnity from Alabama Power for claims by Alabama Power employees, agents, or contractors resulting from Alabama Power's use of the site. We indicated at that time that Alabama Power would have certain defenses to such claims if brought now or in the future and that Alabama Power was not inclined to abandon such defenses by indemnifying Monsanto. We understand you are concerned that Alabama Power's attitude toward the site after a transfer to Monsanto could change so as to encourage such claims against your company. In our view, any such claims at any time (whether against Alabama Power, Monsanto or both) would be very much contrary to the best interests of Alabama Power. We can emphatically assure you that we would not wish such claims (or favor those who do) upon ourselves or Monsanto, our customer. Furthermore, it is not unreasonable for Alabama Power to refuse Monsanto's request for an indemnity from a general fairness standpoint. T Alabama Power will accept responsibility for any claims resulting from injuries to its employees, agents, and contractors caused by exposure to hazardous substances at the site in the future. In return for this indemnity, Alabama Power will require indemnification from Monsanto covering all claims brought against Alabama Power by Monsanto's employees, agents and contractors which result from any injuries sustained by such persons while they are working around and under Alabama Power's electrical transmission equipment or while they are working on property which is owned by Alabama Power. Furthermore, in the event our commitment to avoid the behavior you fear is not sufficient, we are willing to discuss some financial arrangement that would not amount to indemnification but would buttress our commitment to you on the subject. nsW 129LU. ADAD21-010850 HARTOLDMONOQ31827 We realize that Monsanto as veil as Alabama Pover desires to resolve our differences and implement remedial actions in a very timely fashion. The state and federal environmental agencies are avaiting our plan of action and ve anticipate your timely response to our proposals. Sincerely, WRS/bbg cc: Mr. William L. Defer Mr. Steve HcKinney Mr. Willard Bowers W. Ronald Smith N DSU 1291,12 ADAD21-010851 HARTOLDMONOQ31828 Monsanto rtth j,im.vi ( ni.'in ji ."U\7 Monsanto Chamical Company A Unit cl Monsanto Company 300 BinDingftam Highway Anniston, Alabama 36201 Offtea: (205) 236-6381 July 23, 1993 compttktnmf*, Mr. Willard L. Bowers General Manager, Env. Affairs Alabama Power Company P. O. Box 2641 Birmingham, Alabama 35291 Dear Mr. Bowers: Thank you for your July 16 letter concerning the landfill on APCO property. As we discussed by telephone today, we agree that it is in the best interest of both our companies that we work together to resolve all issues without delay. We are willing to commence discussions with you promptly concerning arrangements under which the land could be transferred back to Monsanto, subject to agreements defining the relative rights, responsibilities and liabilities of Monsanto and APCO. Like APCO, Monsanto is committed to compliance with applicable laws and regulations and responsible actions to protect the communities where we live and operate. We look forward to working with you to resolve this important matter promptly. \ cc: Mr. Ronnie Smith William L. DeFer Plant Manager DSW 12.912Q ADAD21-010852 HARTOLDMONOQ31829 Monsanto Ths Chemical Group 600 N. LindOergh Boulevard SL Louis. Missouri 63167 Phone: [314)694-1000 ti August 23, 1993 Mr. W. R. Smith Vice President Alabama Power Company Post Office Box 129 Anniston, Alabama 36202 Dear Mr. Smith: In a July 16 memo Alabama Power Company (APCO) requested that Monsanto assume responsibility for and control over the environmental assessment and remedial response that may be required relative to the landfill on property transferred to APCO in 1961. Monsanto and APCO have met twice to discuss the transfer of the land back to Monsanto, subject to agreements defining the relative rights, responsibilities and liabilities of the parties. I'd like to take this opportunity to document Monsanto's position on the required key elements of such a transfer and to document Monsanto's specific financial proposals. The Key Elements of a Transfer are as follows: MONSANTO: 1. Take original land back (with option for additional land if required to manage RFI/CMS and remediation.) N 2. Perpetual easement to APCO for current us&T with certain - restrictions. ' 3. Take responsibility for environmental assessment/remediation relative to the landfill (including off-site migration). 4. Monsanto manages all negotiations with regulatory agencies, investigations and remediation activities. 5. Monsanto releases APCO for any actions taken by APCO in regards to spreading of contamination from the landfill. DSW 129113 ADAD21-010853 HARTOLDMON0031830 i* (2) 6. Monsanto shares a portion of the financial responsibility for relocating any equipment required by the approved corrective measures plan. APCO: 1. APCO retains title to all equipment on the transferred land. 2. Perpetual easement subject to restrictions to be defined in the corrective measures plan approved by the agency. 3. Grant Monsanto access to APCO property for investigation/remediation required by the agency. 4. APCO financial responsibility to Monsanto handled by One Time Buyout, Pay-As-You-Go, or some combination. 5. Release Monsanto for past and future remedial claims related to the landfill. 6. Indemnify Monsanto for any claims (other than remediation) associated with the transferred land while under APCO ownership and with future APCO operations (on or off-site). Monsanto understood that APCO was interested in a One Time Buyout option and made a proposal on that basis in our meeting on August 17. Included .in that proposal is a premium to cover the uncertainty of the costs far investigation and remediation of soils and groundwater. The proposal was modified during negotiations to result in the following: ONE-TIME BUYOUT OPTION Item Mid Ranoe Estimate APCO % APCO S 1. RFI/CMS 2.- RETAINING WALL $800K $250K 12.5% 100% $100K $250K 3 . STORMWATER RELOCATE $250K 4. ONSITE SOILS $100K 5. DITCH SEDIMENTS $300K 80% 80% 50% $200K $80K $150K SUBTOTAL* PREMIUM* * TOTAL $7 8 OK $ 2 2 OK $1 / O00K OSH 1291i4 ADAD21-010854 HARTOLDMONOQ31831 (3) * Plus Monsanto shares 50% of any equipment relocation costs due to remediation. ** To cover uncertainties of the above cost estimates and. APCO's share of any required groundwater treatment. As indicated in the meeting on the 17th, Monsanto is also willing to accept a Pay-As-You-Go Option as fallows: PAY-AS-YOU-GO OPTION * Item APCO % 1. RFI/CMS 12.5% 2. RETAINING WALL 100% 3 . STORMWATER RELOCATE 80% 4 . ONSITE SOILS 80% 5. DITCH SEDIMENTS 50% 6. GROUNDWATER TREATMENT 12.5% ** * Plus Monsanto share 50% of equipment relocation costs due to remediation. ** This percentage could be negotiated after the RFI/CMS is completed if we agree to dispute resolution by binding arbitration. A listing of "Definitions" which further describe the individual items #1 through #6 is enclosed as Attachment 1. Please give these Proposed Key Elements and Financial Options your serious consideration and get back to us with your response. We look forward to hearing from you and resolving this situation to our mutual satisfaction. ^ Sincerely, Michael R. Foresman Director, Remedial Proj ects cc: W. L. Defer - 1060 J. D. Grogan - Alabama Power Company J. P. Hyland - G4WT - S. P. Krchma - E2NK S. G. McKinney - Balch & Bingham OSH 129115 ADAD21-010855 HARTOLDMONOQ31832 ATTACHMENT 1 * t DEFINITIONS 1. RFI/CMS - The investigation required by the appropriate Agency to determine the extent and concentration of contaminants in the landfill and any migration from the landfill, to evaluation corrective action measures, and propose and develop remedial alternatives. 2. RETAINING WALL - In '74 a portion of the landfill was excavated for the installation of a switchyard and a concrete drainage ditch constructed between the landfill and the switchyard. The location of the switchyard and concrete drainage ditch relative to the landfill complicate the installation of a cap in that area. A retaining wall will be required to allow a proper cap to be placed on the landfill in that area. This will also necessitate the relocation of the stormwater flow from the concrete ditch. "RETAINING WALL" refers to all the cost of placing a cap on the face of the landfill in the area of the concrete drainage ditch, elimination of the existing stormwater ditch, and providing runoff control for the landfill face. 3. STORMWATER RELOCATE - As part of the installation of the "retaining wall", the stormwater flow in the concrete drainage ditch must be permanently relocated. Similarly the stormwater ditch to the West of the landfill will also require relocation away from the toe of the landfill. When the landfill was excavated for the switchyard in '74, the waste was reburied to the west of the original landfill changing the drainage patterns. This complicates the relocation of the stormwater flow on the west of the landfill by requiring additional excavation in the hillside. "STORMWATER RELOCATE" refers to all the costs associated with constructing a new drainage ditch from Highway 202 to the existing drainage ditch downstream of the switchyard. 4. ONSITE SOILS - this refers to the costs of remediation for soil outside the boundary of the landfill but still within the boundary of the current APCO property. T T 5. DITCH SEDIMENTS - this refers to the stormwater drainage ditch from Highway 202 to where it meets the Snow Creek Tributary in the vicinity of the intersection of McDaniel Avenue and 11th Street. 6. GROUNDWATER TREATMENT - This refers to any required treatment of groundwater. The 12.5% is based upon the amount attributable to the portion of the landfill relocated in '74. DSH 129116 ADAD21-010856 HARTOLDMON0031833 Monsanto n 'ff.n.1 mf \ \: i i .`i f ;s.w Monsanin Chemical Company A Unit al Monsanto Company 300 Birmingham Highway Anmslon. Alabama 36201 Offtea: (205) 236-6361 -- AM May 20, 1993 bcc: A. G. Faust - F2WJ J. P. Hyland - G4WT S. P. Krchma - E2NG W, D. Lambert - F2EN Mr. Willard L. Bowers General Manager, Env. Affairs Alabama Power Company P. 0. Box 2641 Birmingham, Alabama 35291 Dear Mr. Bowers: . An attempt has been made to gather the information that you requested in your letter dated May 3, 1993. There have been conversations between Mr. Robert Jones of my staff and Mr. Mike Godfrey with your organization, during which the information . requested in your letter has been discussed extensively. ... Attached are two pieces of information that have not already been given to your group. One is a list of all materials believed to have been produced here as either a primary or a secondary product. The second is a map showing the location of our two closest wells and the last analysis done. So far we have identified five waste streams that were placed into the landfill. Two different types of carbon electrodes have been found. One was from the manufacture of chlorine and the second from early furnace operations. Santotar, one of the black tar like materials found, was a bottoms stream from polyphenyl manufacturing. The other, tar like material was a still bottom from Arochlor manufacturing. The -last material appears to be a slag that we believe came from the phosphorus operation. ' In our conversations with Mike, we have offered the use of our upgradient well and will be more than happy to provide any additional relevant information gathered during any previous investigations. ... We would like to request that any information that Alabama Power now has or that becomes available concerning anything placed in the landfill since 1961 or any soil movement that was done be provided. This will enable us to help you better understand what else might have been placed into the landfill. Sincerely William L. DeFer Plant Manager DSu LZ9122 ADAD21-010857 HARTOLDMONOQ31834 Materials believed to have been manufactured** sometime durinfj the 1917 - 1961 time frame. ferro manganese silico manganese ferro silicon ferro phosporus phosphoric acid - trisodium phosphate monosodium phosphate , disodium phosphate monoammonium phosphate diammonium phosphate sodium metaphosphate tetrasodium pyrophosphate calicum carbide ' aluminous abrasives biphenyl . polyphenyl aroclor (PCB) ^ monosodium fluoroacetate phenyl, octadecyl, metatolyene and diphenylmethane isocyanates chloririe/potassium hydroxide/sodium hydroxide parathion hydrochloric acid i i ** Either as a primary or a secondary product. OSH 129128 ADAD21-010858 HARTOLDMONOQ31835 SBP-1 LAST SAMPLED ON 9/11/92 PARANITROPHENOL BQL METHYL PARATHION SQL ETHYL PARATHION BQL BR-5 LAST SAMPLED ON 2/27/92 PARANITROPHENOL BQL METHYL PARATHION SQL ETHYL PARATHION BQL SN LEGEND: BQL - BELOW QUANTITATION LIMIT PQL PARANITROPHENOL - 13.0 ug/L PQL METHYL PARATHION - 6.5 ug/L PQL ETHYL PARATHION - 7.4 ug/L ADAD21-010859 HARTOLDMONOQ31836 Alabama Power Company 925 Quimara Avenue Post Office Box 129 Anniston. Alabama 3G202 Telephone 205 231-3301 W. Ronald Smith Vice President a.a A Alabama Power Ihe southern eiectnc system October 11, 1993 Hr. Michael R. Foresraan Director, Remedial Projects Monsanto Chemical Company 800 N. Lindbergh Boulevard St. Louis, Missouri 63167 Dear Mr. Foresraan: Your September 24 letter proposal was disappointing. Our understanding vas that ve had reached agreement subject to some compromise on the scope of Monsanto's indemnification of Alabama Power on claims brought by third parties for past damages or exposure. Our paragraph three was what we considered a rather generous attempt at a compromise. Your response included no compromise on this matter and would, in fact, significantly restrict Alabama Power's ability to defend itself in the event such a claim is raised. Our previous compromise on the amount of money to be paid was based on the premise that Alabama Power would receive some protection from Monsanto from third party claims for damages related to alleged past exposure. Obviously, -a settlement without such protection is worth less to Alabama Power. Nevertheless, in an effort to put forward our best offer, we will once again offer Monsanto a payment of $775,000, subject to the terms and conditions set out below. You will notice that we have eliminated the contentious issue of indemnification against third party claims related to past exposure. This proposal's principal terms are now based on items previously offered by Monsanto with the sole exception of your company's responsibility for natural resource damages. You will also note that ve must ensure that any settlement does not imply any waiver of any claims or defenses either party may have against the other that are not specifically settled in the agreement. This is absolutely necessary if Monsanto is unwilling to provide Alabama Power with comprehensive indemnification protection. The terms of our proposal are as follows. 1. Monsanto will take back title to the original land (13.3 acres) plus additional acres south of old Fifth Street and north of the 13.3 acre tract (approximately 3-5 acres) necessary to place the entire DSW 129089 ADAD21-010860 HARTOLDMONOQ31837 230 kv switchyard under a single ownership. Alabama Power will gram Monsanto access on a reasonable basis to other Alabama Power land for assessment and/or remediation purposes as required by relevant authorities or as mutually agreed. Alabama Power will retain title to any electrical equipment on the land and will retain a perpetual easement for current and future uses of the property for electrical distribution and transmission equipment as long as such uses do not violate restrictions imposed on the site by applicable regulations, permits, orders or an approved corrective action plan. In conjunction with this transfer of land, Monsanto will indemnify Alabama Power for any claims brought against Alabama Power by employees, contractors or agents of Monsanto related to injuries alleged to be caused after the settlement of this matter in whole or in part by Alabama Power's electrical equipment or facilities on the transferred land or any land to which Monsanto is given access for assessment and/or remediation purposes. 2. Monsanto will take full financial and operational responsibility for environmental assessment and remediation of the landfill, including any off-site migration, and will manage all negotiations with regulatory agencies, investigations and remediation activities. Monsanto will also accept full financial responsibility for any claims related to the site brought by any party for damages in the nature of "natural resource damages" such as those provided for under CERCLA Section 107(a)(4)(C) or other similar existing or future state or federal laws or causes of action. Monsanto will keep Alabama Power informed of all developments at the site, including providing copies of all correspondence to and from all involved agencies and interested parties by some convenient and prompt means. With regard to a nondisclosure agreement, we remain willing to allow our counsel to negotiate with you further to reach an agreement on this aspect of the arrangement. 3. Except for claims described in paragraph 5 below, Monsanto will release Alabama Power from and indemnify Alabama Powdt against any claims brought by anyone based solely on exposure to hazardous substances at or from the site after the transfer of the property. 4. Monsanto will assume 50Z of the financial responsibility for any relocation, reinstallation or replacement of electrical transmission and distribution equipment and facilities required to perform necessary assessment or remediation activities or to comply with an approved corrective action plan or any final order of any state or federal agency or court with jurisdiction over the matter. DSW 129090 ADAD21-010861 HARTOLDMONOQ31838  5. Alabama Power will indemnify Monsanto for claims brought by Alabama Power employees, agents or contractors against Monsanto for damages related solely to exposure to hazardous substances while on Monsanto property after the settlement of this matter except where the exposure results from a failure by Monsanto to keep Alabama Power informed as required by item #2. To be effective as intended, Alabama law requires that the indemnities provided throughout this agreement reference explicitly the intent to indemnify notwithstanding the negligence of the indemnified party. 6. Alabama Power will make a one-time payment to Monsanto of $ 775,000.00 in complete fulfillment of Alabama Power's financial responsibility to Monsanto. Monsanto will release Alabama Power from and indemnify Alabama Power against any claims Monsanto or any other party might have for natural resource damages or any costs associated with the assessment and remediation of the site. Alabama Power will not sue Monsanto on account of such costs or claims except to enforce this agreement. In the event Monsanto's obligation to release and indemnify Alabama Power is to any extent invalidated or rendered unenforceable, Alabama Power's covenant not to sue Monsanto is to the same extent invalid by agreement and Monsanto agrees not to assert any defense of laches or any applicable statute of limitations based on the time period between the settlement of this matter and the invalidation or ' unenforceability of Monsanto's agreement to release and indemnify Alabama Power. 7. The settlement does not include and shall not be interpreted to include any waiver of or agreement not to sue or assert any claim, defense, crossclaim, argument or evidence either party may wish to assert in any action brought by either party or any third party, including the state or federal government, except where specifically provided in the settlement agreement. \ \ Sincerely, A W. Ronald Smith WRS/bbg cc: Mr. William L. Defer Mr. Steve McKinney Mr. Willard Bowers DSW 1290*31. ADAD21-010862 HARTOLDMONOQ31839 Alabama Power Company 600 Nonti 1 Bib Sireel Posl Office Bo* 264-1 Birmingham, Alabama 35291 Telephone 205 250-1000 -a Hay 3, 1993 Alabama Power the southern electnc system Hr. William L. DeFer Plant Manager Monsanto Chemical Company 300 Birmingham Highway Anniston, Alabama 36201 Dear Mr. DeFer: Thank you for meeting with us last Tuesday. As we indicated in the meeting, we are extremely interested in obtaining any information you might have which would aid our efforts to evaluate the environmental status, risks and impact, if any, of the portion of the Monsanto landfill existing on property conveyed tous in 1961. Alabama Power is concerned about potential hazards thelandfill may pose to the environment, the public and the safety of Alabama Power Company employees working around the electrical facilities on the property and, more particularly, to any persons involved in assessing the site. Considering the age of the landfill and its potential uses during the 40's and 50's, any available information on actual or potential environmental conditions or potential environmental or safety hazards could be critically important. In addition, we want to avoid unnecessary or duplicative assessment work as we go forward. To achieve these goals we request the following from Monsanto: 1) any information relating to the pending RCRA corrective action at Monsanto's Anniston plant, including draft and final remedial investigation or feasibility studies or the equivalent, data from monitoring or site assessment efforts, historical information about the plant, etc.; 2) historical records or recollections of the types and quantities of materials placed in the landfill on Alabama . Power property, possible methods of disposal, wherrthe landfill was used, its size, possible sources of the black material found at the site, and any correspondence with governmental agencies about the landfill; and 3) data, information, or reports, including maps, on any environmental assessments ongoing or in the past related to the landfill on Alabama Power property (including the Bortion still on Monsanto property) and the two other onsanto landfills in the immediate vicinity. // OSW 129130 ADAD21-010863 HARTOLDMON0031840 Mr. William L. DeFer May 3, 1993 Page Two We realize that some of this information may be available through local, state, and federal agencies- However, we would rather obtain this information from you. I look forward to your cooperation and to working with you in this effort. If you have any questions, please call. Sincerely, :ld cc: Pat Hyland Ronnie Smith Willard L. Bowers General Manager Environmental Affairs // DSW 12913,1 ADAD21-010864 HARTOLDMONOQ31841 Alabama Power Company 925 OuinianJ Avenue Post Office Box 129 Anmston. Alabama 36202 Telephone 205 231-3301 1 t W. Ronald Smith Vice President Alabama Power the southern electric system October 30, 1993 Hr. Michael R. Foresman Director, Remedial Projects Monsanto The Chemical Group 800 N. Lindbergh Boulevard St. Louis, Missouri 63167 Re: Settlement Documents Dear Hike: I am very pleased that ve have been able to settle the matter related to the property here in Anniston. Enclosed are the documents necessary to carry-out the agreement reached Wednesday the 20th in your offices. Copies for Steve Krchma and Roy Cooper are also enclosed. I instructed Steve McKinney to prepare these documents in strict conformity vith the substantive provisions of the letter we used to reach agreement on the 20th (including changes made during that meeting). I have reviewed the documents and believe them to be in accordance vith my instructions. Furthermore, I believe that the best interests of both Alabama Power and Honsanto require that we act expeditiously. I have, therefore, executed and enclosed two originals on behalf of Alabama Power Company. Please review these documents, and if you find them in order, execute the Settlement Agreement on behalf of Honsanto and return one of the originals to me. Upon receipt of the executed Settlement Agreement, we will act immediately to close the real estate conveyance and provide Monsanto vith Alabama Power's payment and possession of the property. If you have questions, please call me. I look forward to hearing from you soon. ' Sincerely t WRS/bbg Enclosures cc: Mr. William Mr. Steve Me . Mr. Willard Bowers OSH 129036 ADAD21-010865 HARTOLDMONOQ31842 STATE OF ALABAMA CALHOUN COUNTY *i SETTLEMENT AGREEMENT THIS AGREEMENT, made as of this 20th day of October, 1993, by and between ALABAMA POWER COMPANY, an Alabama corporation ("Grantor"), and MONSANTO CHEMICAL COMPANY, a(n)corporation ("Grantee"). WHEREAS, Grantor is the current owner in fee simple of certain real property (16.74 acres more or less) in Calhoun County, Alabama, such real property being described on Exhibit A and being depicted as outlined in bold on Exhibit B, both exhibits being attached hereto and made a part hereof (the "Premises"); and WHEREAS, the Premises contain certain hazardous substances and contaminants resulting from the use of the Premises as an industrial waste landfill by Grantee during Grantee's previous ownership of the Premises; and WHEREAS, Grantee desires to control and perform any required assessment, remediation, and/or corrective action and will accept full financial responsibility for such activities in return for ownership of the Premises and a one-time payment by Grantor in complete settlement of Grantor's potential financial responsibility therefor; and WHEREAS, in general. Grantor is willing to relinquish ownership of the Premises and control of any required assessment, remediation, and/or corrective action in return for Grantee's acceptance of the Premises and promise to assume responsibility for and perform said activities; and WHEREAS, both Grantor and Grantee believe the conveyance of the Premises and settlement of financial responsibility for certain liabilities and potential liabilities, including the cleanup of the Premises in the manner provided by and subject to the terms and conditions set forth in this Agreement and all exhibits hereto, are desirable and in the best \ interests of their respective companies, the public and the environment. N. . A NOW, THEREFORE, in consideration of the aforesaid Premises, the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Grantor and Grantee, intending to be legally bound, hereby agree as follows: 1. The Premises. Grantor agrees to convey, assign, transfer, and deliver and the Grantee agrees to accept the Premises as more particularly described in Exhibit A and depicted in Exhibit B attached hereto, together with all rights, privileges, benefits, easements, restrictions and appurtenances thereunto belonging or encumbering the Premises, as -more particularly described in Section 2 of this _ Agreement and in the form of the Deed attached as Exhibit C hereto. )SW 129037 ADAD21-010866 HARTOLDMONOQ31843 2. Encumbrances. The Premises shall be conveyed by Grantor to Grantee subject to the following. 2.1 Grantor's Easement Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns a perpetual easement to use the Premises and any portion thereof for electricity distribution and transmission and communications purposes. Grantor shall have the right to continue using all electricity distribution, transmission, and communications (including fiber optics) equipment and facilities currently existing on the Premises and may operate, maintain, change, relocate, or remove such equipment and facilities or install, operate, maintain, change, relocate, or remove such new equipment and facilities which Grantor, in its sole discretion, deems necessary or desirable to insure continuous, uninterrupted service in all areas served by such equipment and facilities. Electricity distribution, transmission, and communications (including fiber optics) "equipment and facilities" includes, but is not limited to, electricity distribution, transmission, and communications lines, poles, towers, supports, conduits, conductors, cables, insulators, anchors, guy wires, counterpoise conductors, substations, switching yards, communications circuits, subsurface grounding devices, security fencing around . substations and switching yards, and other appliances connected therewith, which are now, or may be in the future, located on, over, across, or under the Premises. Grantor shall at all times have the right of access, ingress, and egress to the Premises and all rights and privileges necessary or convenient for the full enjoyment and use of the Premises for the purposes described above, including the right to keep the Premises clear, by any means including chemical applications, of all trees and vegetation and other obstructions which might interfere with Grantor's use of the Premises. To the extent that Grantor's current and/or proposed use of the Premises for electricity distribution, transmission, and communications purposes under the above provisions violates or will violate restrictions imposed on the Premises by applicable regulations, permits, orders, or approved corrective action or remediation plans directly related to the cleanup of contamination on the Premises, Grantor's equipment and facilities shall be modified, removed, and/or relocated as required to comply with such regulations, permits, orders, . or approved corrective action or remediation plans pursuant to Subsection 9.6 of this Agreement. ' 2.2 Ownership of Facilities and Equipment on the Premises. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns ownership of and title to any and all equipment and facilities which are currently located on the Premises and those which may be placed on the Premises in the future, pursuant to the easement retained by Grantor as described in Subsection 2.1 of this Agreement The general types and quantities and approximate locations of Grantor's equipment and facilities which currently exist on the Premises are shown on Exhibit B. Grantor will provide a finalized version' of the map shown on Exhibit B to Grantee at Settlement Agreement DSw 129038 Page 2 ADAD21-010867 HARTOLDMON0031844 closing. Further, more specific and detailed information on the types* quantities, dimensions and locations of such equipment and facilities will be provided to Grantee by Grantor on request 2J Grantee's Use Restrictions. Other than investigation, assessment, monitoring, corrective action or remediation, and maintenance activities which may be required to address the contamination on the Premises, Grantee shall make no further use of the surface of the Premises, unless Grantee first notifies Grantor in writing. Any use of the Premises by the Grantee, especially those which may result in a change of the finished slope or grade of the Premises, shall be performed in such a maimer so as not to cause Grantor's equipment and facilities to be in violation of the standards and specifications of the National Electric Safety Code and other standards and specifications imposed on such equipment and facilities by federal or state laws and regulations. If Grantee's use of the Premises will unavoidably create a condition which will cause such a violation. Grantee shall notify Grantor in writing at least 15 days in advance. While performing the investigation, assessment, monitoring, corrective action or remediation activities which may be required to address the contamination on the Premises, Grantee shall use extreme caution in . - operating machinery and equipment on the Premises to assure clearance between the machinery and equipment and Grantor's equipment and facilities. Before -drilling, digging, excavating, or otherwise disturbing the subsurface of the Premises, Grantee shall notify Grantor and shall obtain from Grantor detailed information as to the existence of any underground equipment and facilities in the area where such activities will take place and the precautions necessary to insure that Grantor's underground equipment and facilities are not damaged, or destroyed. 2.4 Mineral and Mining Rights. Grantor does hereby specifically reserve and excepts from this conveyance all mineral and mining rights in the Premises not owned by Grantor. 2.5 Existing Easements and Rights-of-way. Grantor does hereby specifically reserve and excepts from this conveyance all existing easements and rights-of- way for public utilities, public roads, electric power facilities, telephone lines, x railroad lines and the facilities located thereon. T 2.6 Prior Rights of Others. Grantor does hereby specifically reserve and excepts from this conveyance any and all prior rights of others which would be evident by an inspection of the Premises whether or not documents therefor are of record. 2.5 Property Taxes. Grantor does hereby specifically reserve and excepts from this conveyance any liens for ad valorem taxes. Settlement Agreement pSW 1^9033 Page 3 ADAD21-010868 HARTOLDMONOQ31845 2.6 Indenture. The Premises are subject to that certain indenture executed b^a Grantor to the Chemical Bank and Trust Company (now Chemical Bank), as Trustee, dated January 1, 1942, as amended and supplemented. Grantor warrants that it will, within One Hundred Twenty (120) days from the date of this conveyance, secure release from said indenture of the Premises subject to the rights retained herein by Grantor. 3. Financial Responsibility for Cleanup of the Premises. Except for the one-time settlement payment from Grantor to Grantee as provided for in Section 10 of this agreement, Grantee hereby accepts full financial and operational responsibility for environmental investigation, assessment, cleanup, remediation, and/or corrective action which may be required to address the contamination on the Premises, including any required investigation, assessment, cleanup, remediation, and/or corrective action on adjacent lands due to the migration of hazardous substances or contaminants outside the boundaries of the Premises. 4. Performance of Cleanup. Grantee promises to perform all negotiations with regulatory agencies, investigations, assessments, cleanup, remediation and/or corrective action as may be required to address the contamination on the Premises and any contamination on adjacent lands caused by migration of hazardous substances or contaminants from the Premises and to do so in compliance with all applicable federal, state or local laws, rules, regulations, or requirements. 5. Financial Responsibility for Natural Resource Damages. Grantee hereby accepts full financial responsibility for any claims related to the site brought by any party or governmental entity claiming damages in the nature of "natural resource damages" such as those provided for under Section 107(a)(4)(C) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., or other similar existing state or federal laws or causes of action. 6. Access to Other Property. After providing to Grantor advance notice of the time, date, and expected duration of entry, Grantee shall have the right of reasonable access to property adjacent to the Premises and belonging to Grantor as necessary to assess and investigate the migration of hazardous substances and contaminants outside the boundaries of the Premises and, as necessary, to implement any required \ cleanup, remediation or corrective action. % 7. Information Requirements. Grantee promises to notify and inform Grantor of significant determinations or developments of a technical, regulatory, or legal nature relating to the assessment, remediation and/or corrective action on the Premises. Grantee shall provide to Grantor copies of all correspondence to and from all agencies involved in the cleanup and other interested parties by some convenient and prompt means. Such notification shall specifically include information on the types, quantities, and location of all hazardous substances or contaminants which are confirmed to be present on the Premises and the precautions necessary to protect the public, the environment, and individuals who enter the Premises, at the direction of Settlement Agreement 129040 Page 4 ADAD21-010869 HARTOLDMON0031846 Grantor or in furtherance of Grantor's purposes, from exposure to hazardous 1 substances or contaminants at or from the Premises. 8. Confidentiality of Shared Information. Grantor and Grantee expect that Grantee's performance under Section 7 of this Agreement will require Grantee to reveal to Grantor information that is either confidential (known only to Grantee or its attorneys and/or consultants) or preliminary (incomplete or unverified). Grantor acknowledges Grantee's desire and responsibility to manage the assessment and remediation of the Premises, including communications with relevant authorities and the public, and pledges its good faith cooperation with Grantee's efforts. Grantor, therefore, agrees to not reveal confidential or preliminary information to persons outside the Grantor, its attorneys, and/or consultants when so requested by Grantee. Grantor may, however, reveal such information whenever such information is no longer confidential or preliminary or after providing reasonable advance notice to Grantee that the Grantor intends to reveal such information in response to applicable legal authority or inquiries from the public. 9. Releases, Indemnities, Reimbursements and Covenant Not to Sue. 9.1 Cleanup, Remediation, and Corrective Action Costs. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against any and all costs, expenses, expenditures, and claims in the nature of assessment, cleanup, remediation, or corrective action costs related to the cleanup or remediation of the Premises and adjacent property, including groundwater, which has been or becomes contaminated by migration or disposal of hazardous substances or contaminants from the Premises, such as those which may be provided for under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended, the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., as amended, and similar existing state or federal laws or causes of action. 9.2 Damages in the Nature of Natural Resource Damages. Grantee agrees to \ release, and promises to protect, indemnify, hold harmless, and defend \ Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its . officers, directors, employees, and agents from and against any and all costs, . expenses, expenditures, and claims in the nature of natural resource damages related to the presence of hazardous substances or contaminants on the Premises and adjacent property, including groundwater,'which has been or becomes contaminated by migration or disposal of hazardous substances or contaminants from the Premises, such as those which may be provided for under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., as amended, and similar existing state or federal laws or causes of action. Settlement Agreement DSW 129041 PageS ADAD21-010870 HARTOLDMON0031847 I 93 Injuries from Future Exposure to Hazardous Substances and Contaminants/ Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which results or which may be claimed to result from injury to, or death of, any person or from loss, injury, or damage to property or an interest of any kind or nature, to whomsoever belonging, which are alleged to be caused by or arises from exposure to hazardous substances or contaminants at or from the site where the exposure occurs solely after the execution of this Agreement This indemnity shall be valid even if such exposure was caused by or resulted from the negligence of the Grantor. This indemnity shall not apply to claims brought by current or former employees, agents, contractors, or subcontractors of Grantor when the exposure occurs while such individuals were present on the Premises at the direction of Grantor or in furtherance of the Grantor's purposes after execution of this Agreement, such claims being governed by Subsection 9.5 of this Agreement. 9.4 Injuries to Grantee's Employees, Agents, and Contractors from Grantor's . Equipment and Facilities. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which result or which may be claimed to result from injury to, or death of, any current or former employee, agent, contractor, or subcontractor of Grantee or from loss, injury, or damage to property or an interest of any kind or nature, belonging to any current or former employee, agent, contractor, or subcontractor of Grantee, which are alleged to be caused, in whole or part, by Grantor's equipment or facilities on the Premises or on any land owned by the Grantor to which said persons enter at the direction of the Grantee or in furtherance of the Grantee's purposes pursuant to Section 6 of this Agreement and which are brought after execution of this Agreement. This indemnity shall be valid even if the injury to Grantee's current or former employees, agents, N contractors, or subcontractors was caused by or resulted from the negligence N of the Grantor. * 9.5. Injuries to Grantor's Employees, Agents, and Contractors from Future Exposure to Qazaidous Substances or Contaminants. Grantor agrees to release and promises to protect, indemnify, hold harmless, and defend Grantee, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which result or which may be claimed to result in whole or part from the exposure of cunent or former employees, agents, contractors, or subcontractors of Grantor to hazardous substances or Settlement Agreement DSW 12904Z pagfi6 ADAD21-010871 HARTOLDMON0031848 contaminants on the Premises when such exposure occurs while such* . individuals were present on the Premises at the direction of Grantor or in furtherance of Grantor's purposes after execution of this Agreement. This indemnity will not apply where the exposure could have been avoided but for a failure by Grantee to comply with the notification and information provisions of Section 7 of this Agreement. Otherwise, this indemnity shall be valid even if the exposure of Grantor's current or former employees, agents, contractors, or subcontractors to hazardous substances or contaminants on the Premises was caused by or resulted from the negligence of the Grantee. 9.6. Relocation, Reinstallation, and Replacement of Grantor's Equipment and Facilities. If Grantor's equipment and facilities, including such equipment and facilities as may be installed on the Premises in the future, must be modified, removed, and/or relocated to comply with any order, corrective action, or remediation plan which is approved by any state or federal agency or court with jurisdiction over the response to the hazardous substances or contaminants on the Premises, Grantee hereby assumes 50% of the financial responsibility, and will promptly reimburse Grantor accordingly, for any relocation, reinstallation and/or replacement of Grantor's equipment and facilities as necessary to implement such orders or approved corrective action or remediation plans on the Premises. 9.7 Covenant Not to Sue. Except to enforce provisions of this Agreement or any covenants contained in the deed conveying the Premises to Grantee, Grantor promises not to sue Grantee for recovery of assessment, remediation, and/or corrective action costs or natural resource damages to the extent the financial responsibility for such liabilities is settled by this Agreement. Likewise, Grantor will not assign or transfer to any third party any right Grantor may possess to sue Grantee for the immediately aforementioned costs or damages. Grantor reserves the right to implead Grantee, assert any available counter claims. cross-claims or defenses against Grantee, and present any argument or evidence supporting such counter-claims, cross-claims, and defenses in any action for the recovery of cleanup, remediation, or corrective action costs brought against Grantor by any third party or governmental entity. T Any claim or liability not specifically addressed by one of the above provisions in this section, such as third party toxic tort claims based on exposure to hazardous substances which occurred prior to the execution of this Agreement, is outside the scope of these provisions and shall not be governed by them. The financial responsibility, as between Grantor and Grantee, for such claims or Labilities will be settled when and if these claims or liabilities arise in whatever forum and by whatever means are appropriate. The provisions set forth above in this section shall not be interpreted as a waiver of or agreement not to sue or assert any claim, defense, counter-claims, and cross-claims, argument or evidence either party may wish to assert in any action brought by either party or any third party, including governmental entities, except where specifically provided for in the provisions of this section set Settlement Agreement DSH 1^90^3 Page 7 ADAD21-010872 HARTOLDMONOQ31849 forth above or as otherwise resolved by this Agreement Further, Grantor and* Grantee reserve all of their respective rights in the case of any breach of this agreement or nonperformance of any provision in this Agreement In the event that any agreement of the Grantee to release and indemnify the Grantor is invalidated to any extent or held unenforceable, Grantor's covenant not to sue Grantee is to the same extent invalid by agreement and Grantee hereby agrees not to assert any defense of laches or any applicable statute of limitations based on the timr. period between the execution of this Agreement and the invalidation or unenforceability of Grantee's agreement to release and indemnify Grantor. The Grantee's immediately aforestated agreement regarding time-based defenses shall not affect any other claims or defenses Grantee may have to any action Grantor may bring. 10. Payment Amount Grantor will submit, upon closing of the real estate conveyance, a one-time payment to Grantee of $775,000.00 in complete fulfillment of Grantor's financial responsibility for the Premises. 11. Closing Date and Place. The conveyance shall be closed and the Deed, In the form of the Deed attached as Exhibit C hereto, and possession of the Premises shall be delivered to Grantee by Grantor on or before November 15, 1993 (the "Closing Late"). The Closing shall be held at Anniston, Alabama. 12. Closing Requirements. At Closing, the Premises shall be conveyed, assigned and delivered to Grantee according to the following provisions. 12.1 Grantor's Requirements. Grantor shall execute and/or deliver the following to Grantee: 12.1.1 The Deed covering the Premises in the form of Exhibit C hereto and containing the legal description of the Premises as shown in Exhibit A hereto. 12.1.2 The consideration set forth in Section 10 of this Agreement. 12.13 Possession of the Premises, subject to the exceptions and reservations set forth in the Deed. * \. * 12.2 Disclaimers and Limitations. Grantor hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, o as to, or concerning (i) the nature and condition of the Premises including, but not limited to, the water, soQ and geology, and the suitability thereof for any uses Grantee may elect to conduct thereon, and (ii) except for any warranties contained in the deed conveying the Premises from Grantor to Grantee, the nature and extent of any right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise. Grantor has not made and does not make any representations concerning the physical condition, compliance with law or any other matter affecting or related to the Settlement Agreement Pnop 8 ADAD21-010873 HARTOLDMONOQ31850 Premises. Grantee expressly acknowledges that no such other representations** have been made. It is expressly understood and agreed that the Premises are contaminated by hazardous substances and that the Premises are being conveyed hereunder "AS IS" and "WITH ALL FAULTS", without any representation or warranty by Grantor. GRANTOR HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO: (I) THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY REGARDING HABITABILITY OR THE QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; (II) THE PREMISES' COMPLIANCE WITH APPLICABLE LAWS; (III) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA PROVIDED BY GRANTOR TO GRANTEE; AND (IV) ANY OTHER MATTER RELATING TO THE PREMISES OR GRANTOR. Grantee expressly acknowledges to Grantor that Grantee has entered into the Settlement Agreement and accepted the conveyance of the Premises without relying upon any such representation or warranty by Grantor, its agents or contractors, or by any other person or entity with respect to the condition of the Premises or any part thereof. 123 Grantee's Requirements. Grantee shall execute and/or deliver the following to Grantor: 12.3.1 Grantee shall execute the Deed. 12.3.2 Such other documents as counsel for Grantor may reasonably request in order to cany out the terms of this Agreement. ' 13. Warranties and Representations of Grantor and Grantee. 13.1 Grantor. Grantor hereby represents and warrants to and in favor of Grantee ` that, as of the date hereof: " 13.1.1 Grantor has or will obtain all requisite power and authority to enter into this Agreement and consummate the transactions herein contemplated and all necessary and proper corporate action, approvals and authorizations have been taken or given to authorize the execution and delivery of this Agreement and the performance of the obligations hereunder by Grantor. This Agreement shall be enforceable in accordance with its terms upon Grantor. 13.1.2 Grantor is a corporation which is duly organized, validly existing, and in good standing in the State of Alabama. Settlement Agreement *OSW 129.045 Page 9 ADAD21-010874 HARTOLDMON0031851 13.1.3 The execution and performance of this Agreement will not be a default ** under or otherwise violate any material contract or agreement, or any order, law or regulation to which Grantor may be subject 13.2 Grantee. Grantee hereby represents and warrants to and in favor of Grantor that, as of the date hereof: 13.2.1 Grantee has or will obtain all requisite power and authority to enter into this Agreement and consummate the transactions herein contemplated and all necessary and proper corporate action, approvals and authorizations have been taken or given to authorize the execution and delivery of this Agreement and the performance of the obligations hereunder by Grantee. This Agreement shall be enforceable in accordance with its terms upon Grantee. 13.2.2 Grantee is a corporation which is duly organized, validly existing, and in good standing in the jurisdiction of its incorporation, and is in good standing in the State of Alabama. 13.2.3 Grantee has acquired or will acquire any and all necessary governmental or other regulatory consents, approvals, or licenses necessary to the performance by Grantee of the provisions of this ' Agreement. 13.2.4 The execution and performance of this Agreement will not be a default under or otherwise violate any material contract or agreement, or any order, law or regulation to which Grantee may be subject. 14. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the undersigned parties and their respective successors and assigns. The provisions, conditions, and undertakings hereinabove concerning the Premises and the easement retained by the Grantor, shall constitute covenants and shall run with the title to the land herein conveyed and be applicable and binding forever between the parties and their successors and assigns. No assignment hereof by Grantee shall be . valid without the prior written consent of Grantor which may be withheld at \ Grantor's sole discretion and without regard to any commercial'Standard. 15. Governing Law. This Agreement and the rights and obligations of the parties hereto shall be governed by the law of the State of Alabama, including its conflict of law . rules. 16. Amendment. No amendment of this Agreement shall be effective unless in writing and signed by the parties hereto. 17. Construction of Agreement This Agreement shall be construed and interpreted without reference to the principle that a contract is to be construed against the Settlement Agreement DSW 1290^6 Page 10 ADAD21-010875 HARTOLDMON0031852 drafter thereof. It is acknowledged and agreed by the parties hereto that the ** provisions hereof have been drafted by both parties hereto through the course of negotiations. 18. Merger; Entire Agreement It is understood and agreed that all undertakings and agreements previously had between the parties and their counsel or other representatives are merged in this Agreement, which alone fully and completely expresses their agreement and that the same is entered into after full investigation, neither party relying upon any statement or representation, or warranty not embodied in this Agreement, made by or on behalf of the other. This Agreement and any Exhibits attached hereto state the entire agreement between the parties and merge in this Agreement all statements, representations, and covenants heretofore made, and any other agreements not incorporated herein are void and of no force and effect. 19. No Recordation of Agreement Grantee agrees that it will not at any time record this Agreement, or any memorandum, abstract or notice thereof. 20. Attorney and Other Fees. Grantee and Grantor each shall pay its own attorney's, accountant's and consultant's fees in connection with this Agreement. 21. Unenforceable Provisions. In case any one or more of the covenants, agreements, terms or provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity of the remaining covenants, agreements, terms or provisions contained herein shall be in no way affected, prejudiced or disturbed thereby except as specifically provided for in Subsection 9.7 of this Agreement. 22. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 23. No Waiver to Affect Another. No waiver of any right or default hereunder shall extend to or shall affect any other tight or any subsequent or any other then existing default or shall impair any rights, powers or remedies consequent thereon. ^ Tt 24. Time of the Essence. Time shall be of the essence of this Agreement and the transactions contemplated herein. 25. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are attached hereto and made a part of this Agreement for all purposes; Exhibit A Exhibit B Exhibit C Description of Premises Depiction of the Premises Form of Deed - Settlement Agreement DSW 12904.7 Page 11 ADAD21-010876 HARTOLDMONOQ31853 IN WITNESS WHEREOF, Grantor and Grantee have caused this agreement to be t* duly executed as of the day and year first above written. GRANTOR: ALABAMA POWER COMPANY Bv: 7/. Its: \J c_t Pr tii GRANTEE: MONSANTO CHEMICAL COMPANY By: . Its: N \ Settlement Agreement DSW 129045 Page 12 ADAD21-010877 HARTOLDMON0031854 STATE OF ALABAMA i * CALHOUN COUNTY I, XJlA^ t/K-ido j*)' ______ i a notary public in and for said county in said state, hereby certify that lO . f+L~r\ ,, /JL ________________ , whose name as U/jcjj PjuaXA*' . of ALABAMA POWER COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. 2 -ML Given under my hand and official seal this 30 day of Q-cL*-&*sJ 1993. [ Notarial Seal ] lotary Public 'finite My Commission Expires: ^ 5" STATE OF COUNTY OF I,, a notary public in and for said county in said state, hereby certify that, whose name as of MONSANTO CHEMICAL COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument,, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. \ Given under my hand and official seal this____ day of;, 1993. [ Notarial Seal ] Notary Public My Commission Expires: Settlement Agreement ^sw 129049 Page 13 ADAD21-010878 HARTOLDMONOQ31855 EXHIBIT A Legal Description of the Premises * A parcel of land in the southwest 1/4 of Section 12, Township 16 South, Range 7 East, more particularly described as follows: Commence at the northwest comer of Section 12, Township 16 South, Range 7 East, thence S 34 degrees 20' 06" E 3197.76 feet to the point of beginning; thence S 89 degrees 50' 02" E 452.23 feet; thence S 00 degrees 18' 13" E 329.82 feet; thence N 89 degrees 46' 10" E 195.01 feet; thence S 00 degrees 18' 55" E 257.56 feet; thence S 33 degrees 03' 55" E 484.29 feet; thence S 71 degrees 13' 19" W 14535 feet; thence S 72 degrees 22' 20" W 157.67 feet; thence S 73 degrees 49' 01" W 97.04 feet; thence N 89 degrees 14' 44" W 548-38 feet; thence N 00 degrees 45' 52" E 1108.21 feet to the point of beginning. \ DSW 129050 ADAD21-010879 HARTOLDMON0031856 EXHIBIT B Depiction of the Premises i OSH 1-2 905J. ADAD21-010880 HARTOLDMON0031857 EXHIBIT C Form of Deed This Instrument Prepared By; Matthew W. Bowden Balch &. Bingham 1901 Sixth Avenue North, Suite 2600 Birmingham, Alabama 35203 - Send Tax Notice To: __________________ __________________ __________________ STATE OF ALABAMA CALHOUN COUNTY DEED KNOW ALL MEN BY THESE PRESENTS; That ALABAMA POWER COMPANY, an Alabama corporation ('Grantor'), for and in consideration of One and No/100 Dollars (S1.00), the covenants, releases, indemnities, and other undertakings set forth herein, and other good and valuable consideration given to it by MONSANTO CHEMICAL COMPANY, a(n)corporation ("Grantee*), the receipt of which is hereby acknowledged. Grantor, by these presents, does hereby grant, bargain, sell and convey unto Grantee, its successors and assigns, subject to the covenants, terms, conditions, reservations, exceptions and limitations hereinafter set forth, the following described real estate situated In Calhoun Cbunty, Alabama, to wit; A parcel of land in the southwest 1/4 of Section 12, Township 16 South, Range 7 East, more particularly described as follows: Commence at the northwest comer of Section 12, Township 16 South, Range 7 East, thence S 34 degrees 20' 06* E 3197.76 feet to the point of beginning; thence S 89 degrees 50' 02* E 45233 feet; thence S 00 degrees 18' 13* E 329.82 feet; thence N 89 degrees 46' 10* E 195.01 feet; thence S 00 degrees 18' 55* E 257.56 feet; thence S 33 degrees 03' 55* E 484.29 feet; thence S 71 degrees 13' 19* W 14535 feet; thence S 72 degrees 22' 20" W 157.67 feet; thence S 73 degrees 49' 01" W 97.04 feet; thence N 89 degrees 14' 44* W 54838 feet; thence N 00 degrees 45' 52' E 110831 feet to the point of beginning. . \ * The above described lands, hereinafter called the Premises,' are shown outlined in bold on Exhibit A attached hereto. T THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS SPECIFICALLY RESERVED FROM THIS CONVEYANCE THE FOLLOWING: '1 1. - Grantor's Easement Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns a perpetual easement to use the Premises and any portion thereof for electricity distribution and transmission and communications purposes. Grantor shall have the right to continue using ail electricity distribution, transmission, and communications (including fiber optics) equipment and facilities currently existing on the Premises and may operate, maintain, change, relocate, or remove such equipment and facilities or install, operate, maintain, change, relocate, or remove such new equipment and facilities which Grantor, in its sole discretion, deems necessary or desirable to insure continuous, uninterrupted service in all areas served by such equipment and facilities. Electricity distribution, transmission, and communications (including fiber optics) "equipment and facilities* includes, but is not limited to, electricity distribution, transmission, and communications ADAD21-010881 HARTOLDMONOQ31858 lines, poles, towers, supports, conduits, conductors, cables, insulators, anchors, guy wires, counterpoise conductors, substations, switching yards, communications circuits, subsurface grounding devices, 1 security fencing around substations and switching yards, and other appliances connected therewith, . which are now. or may be in the future, located on, over, across, or under the Premises. Grantor shall at all times have the right of access, ingress, and egress to the Premises and all rights and privileges necessary or convenient for the full enjoyment and use of the Premises for the purposes described above, including the right to keep the Premises clear, by any means including chemical applications, of all trees and vegetation and other obstructions which might interfere with Grantor's use of the Premises. To the extent that Grantor's current and/or proposed use of the Premises for electricity distribution, transmission, and communications purposes under the above provisions violates or will violate restrictions imposed on the Premises by applicable regulations, permits, orders, or approved corrective action or remediation plans directly related to the cleanup of contamination on the Premises, Grantor's equipment and facilities shall be modified, removed, and/or relocated as required to comply with such regulations, permits, orders, or approved corrective action or remediation plans puisuant to Subsection 12.6 of this Deed. ` 2. Ownership of Equipment and Facilities on the Premises. Grantor does hereby specifically reserve, except and retain to itself, its successors and assigns, ownership of and title to any and all equipment and facilities which are currently located on the Premises and those which may be placed on the Premises in the future, pursuant to the easement retained by Grantor as described in Section 1 of this Deed. The general types and quantities and approximate locations of Grantor's equipment and facilities which currently exist on the Premises are shown on Exhibit A. More specific and detailed information on the types, quantities, dimensions and locations of such equipment and facilities will be provided to Grantee by Grantor on request. 3. Grantee's Use Restrictions. Other than investigation, assessment, monitoring, corrective action or remediation, and maintenance activities which may be required to address the contamination on the Premises, Grantee shall make no further use of the surface of the Premises, unless Grantee Erst notifies Grantor in writing. Any use of the Premises by the Grantee, especially those which may result in a change of the finished slope or grade of the Premises, shall be performed in such a manner so as not to cause Grantor's equipment and facilities to be in violation of the standards and specifications of the National Electric Safety Code and other standards and specifications imposed on such equipment and facilities by federal or state laws and regulations. If Grantee's use of the Premises will unavoidably create a condition which will cause such a violation. Grantee shall notify Grantor in writing at least 15 days in advance. While performing the investigation, assessment, monitoring, corrective action or remediation activities which may be required to address the contamination on the Premises, Grantee shall use extreme caution in operating machinery and equipment on the Premises to assure clearance between the machinery and equipment and Grantor's equipment and facilities. Before drilling, digging, excavating, or otherwise disturbing the subsurface of the Premises, Grantee shall notify Grantor and shall obtain from Grantor detailed information as to the existence of any underground equipment and facilities in the area where such activities will take place and the N precautions necessary to insure that Grantor's underground equipment and facilities are not damaged or destroyed. T 4. ' Mineral and Mining Rights. Grantor docs hereby specifically reserve and excepts from this conveyance all mineral and mining rights in the Premises not owned by Grantor. 5. Existing Easements and Rights-or-way. Grantor does hereby specifically reserve and excepts from this conveyance all existing easements and rights-of-way for public utilities, public roads, electric power facilities, telephone lines, railroad lines and the facilities located thereon. Exhibit C (Form of Deed) DSW 129053 2 ADAD21-010882 HARTOLDMONOQ31859 6. Prior Rights of Others. Grantor does hereby specifically reserve and excepts from this conveyance* any and all prior rights of others which would be evident by an inspection of the Premises whether or not documents therefor are of record. 7. Property Taxes. Grantor does hereby specifically reserve and excepts from this conveyance any liens for ad valorem taxes. 8. Indenture. This conveyance is subject to that certain indenture executed by Grantor to the Chemical Bank and Trust Company (now Chemical Bank), as Trustee, dated January 1,1942, as amended and supplemented. Grantor warrants that it will, within One Hundred Twenty (120) days from the date of this conveyance, secure release from said indenture of the lands conveyed hereunder subject to the rights retained herein by Grantor. 9. Financial Responsibility Tor Cleanup of the Premises. Grantee hereby accepts full financial and operational responsibility for environmental investigation, assessment, cleanup, remediation, and/or corrective action which may be required to address the contamination on the Premises, including any required investigation, assessment, cleanup, remediation, and/or corrective action on adjacent lands due to the migration of hazardous substances or contaminants outside the boundaries of the Premises. 10. Performance or Cleanup. Grantee promises to perform all negotiations with regulatory agencies, investigations, assessments, cleanup, remediation and/or corrective action as may be required to address the contamination on the Premises and any contamination on adjacent lands caused by migration of hazardous substances or contaminants from the Premises and to do so in compliance with all applicable federal, state or local laws, rules, regulations, or requirements. 11. Finandal Responsibility for Natural Resource Damages. Grantee hereby accepts full financial responsibility far any claims related to the site brought by any party or governmental entity claiming damages in the nature of 'natural resource damages" such as those provided for under Section 107(a)(4)(C) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.G 9601 a seq., or other similar existing state or federal laws or causes of action. 12. Releases, Indemnities, Reimbursements. 12.1 Cleanup, Remediation, and Corrective Action Costs. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against any and all costs, expenses, expenditures, and claims in the nature of assessment, cleanup, remediation, or corrective action costs related to the cleanup or remediation of the Premises and adjacent property, including groundwater, which has been or becomes contaminated by , migration or disposal of hazardous substances or contaminants from the Premises, such as ' those which may be provided for under the Comprehensive Environmental Response, N Compensation and Liability Act, 42 U.S.G 5 9601 er seq., as amended, the Resource - Conservation and Recovery Act, 42 U.S.G 6901 er seq., as amended, and similar existing . state or federal laws or causes of action. 12.2 Damages In the Nature or Natural Resource Damages. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against any and all costs, expenses, expenditures, and claims in the nature of natural resource damages related to the presence of hazardous substances or contaminants on the Premises and adjacent property, including groundwater, which has been or becomes contaminated by migration or disposal of hazardous substances or contaminants from the Premises, such as . those which may be provided .for under the Comprehensive Environmental Response, Exhibit C (Form of Deed) DSW 129054 ADAD21-010883 HARTOLDMON0031860 1 Compensation and Liability Act, 42 UJ3.G $ 9601 es seq., as amended, and similar costing state or federal laws or causes of action. 12J Injuries from Future Exposure to Hazardous Substances and Contaminants. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which results or which may be claimed to result from injury to, or death of, any person or from loss, injury, or damage to property or an interestof any kind or nature, to whomsoever belonging, which are alleged to be caused by or arises from exposure to hazardous substances or contaminants at or from the site where the exposure occurs solely after the execution of this Deed. This indemnity shall be valid even if such exposure was caused by or resulted from the negligence of the Grantor. This indemnity shall not apply to claims brought by current or former employees, agents, contractors, or subcontractors of Grantor when the exposure occurs while such individuals were present on the Premises at the direction of Grantor or in furtherance of the Grantor's purposes after execution of this Deed, such claims being governed by Subsection 12.5 of this Deed. 12.4 Injuries to Grantee's Employees, Agents, and Contractors from Grantor's Equipment and Facilities. Grantee agrees to release, and promises to protect, indemnify, hold harmless, and defend Grantor, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims of every nature and character which result or which may be claimed to result from injury to, or death of, any current or former employee, agent, contractor, or subcontractor of Grantee or from loss, injury, or damage to property or an interest of any kind or nature, belonging to any current or former employee, agent, contractor, or subcontractor of Grantee, which are alleged to be caused, in whole or part, by Grantor's equipment or facilities on the Premises or on any land owned by the Grantor to which said persons enter at the direction of the Grantee or in furtherance of the Grantee's purposes and which are brought after execution of this Deed. This indemnity shall be valid even if the injury to Grantee's current or former employees, agents, contractors, or subcontractors was caused by or resulted from the negligence of the Grantor. 12.5 Injuries to Grantor's Employees, Agents, and Contractors from Future Exposure to Hazardous Substances or Contaminants. Grantor agrees to release and promises to protect, indemnify, hold harmless, and defend Grantee, its parents, subsidiaries, affiliates, successors and assigns, and its officers, directors, employees, and agents from and against losses, costs, penalties, fines, damages, demands, actions, expenses, expenditures, and claims ofevery nature and character which result or which may be claimed to result in tyhoie or part from the exposure of current or former employees, agents, contractors, or subcontractors of Grantor to hazardous substances-or contaminants on the Premises when such'exposure occurs while - such individuals were present on the Premises at the direction of Grantor or in furtherance of Grantor's purposes after execution of this Agreement. This indemnity will not apply where the exposure could have been avoided but for a failure by Grantee to comply with the notification and information provisions of Section 7 of that certain Settlement Agreement made tty and between Grantor and Grantee as of October 20, 1993. Otherwise, this indemnity shall be valid even if the exposure of Grantor's current or former employees, agents, contractors, or subcontractors to hazardous substances or contaminants on the Premises was caused by or resulted from the negligence of the Grantee. 12.6 Relocation, Relnstallation, and Replacement or Grantor's Equipment and Facilities. If Grantor's equipment and facilities, including such equipment and facilities as may be installed Exhibit C fForm of Deed) DSW L29055 ADAD21-010884 HARTOLDMON0031861 on the Premises in the future, must be modified, removed, and/or relocated to comply with* any order, corrective action, or remediation plan which is approved by any state or federal agency or court with jurisdiction over the response to the hazardous substances or contaminants on the Premises, Grantee hereby assumes 50% of the financial responsibility, and will promptly reimburse Grantor accordingly, for any relocation, reinstallation and/or replacement of Grantor's equipment and facilities as necessary to implement such orders or approved corrective action or remediation plans on the Premises. 13. Disclaimers and Limitations. Grantor hereby specifically disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as to, or concerning (i) the nature and condition of the Premises including, but not limited to, the water, soil and geology, and the suitability thereof for any uses Grantee may elect to conduct thereon, and (il) except for any warranties contained in the deed conveying the Premises from Grantor to Grantee, the nature and extent of any right-of-way, possession, lien, encumbrance, license, reservation, condition or otherwise. Grantor has not made and does not make any representations concerning the physical condition, compliance with law or any other matter afTecting or related to the Premises. Grantee expressly acknowledges that no such other representations have been made. It is expressly understood and agreed that the Premises are contaminated by hazardous substances and that the Premises are being conveyed hereunder `AS IS* and "WITH ALL FAULTS", without any representation or warranty by Grantor. GRANTOR HAS NOT MADE AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO: (I) THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PREMISES, INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATION OR WARRANTY REGARDING HABITABILITY OR THE QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; (II) THE PREMISES' COMPLIANCE WITH APPLICABLE LAWS; (HI) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA PROVIDED BY GRANTOR TO GRANTEE; AND (IV) ANY OTHER MATTER RELATING TO THE PREMISES OR GRANTOR. Grantee expressly acknowledges to Grantor that Grantee has entered into that certain Settlement Agreement made by and between Grantor and Grantee as of October 20, 1993 and accepted the conveyance of the Premises without relying upon any such representation or warranty by Grantor, its agents or contractors, or by any other person or entity with respect to the condition of the Premises or any part thereof. 14. Covenants Running with the Land. The provisions, conditions, releases, indemnities, assumptions of responsibility, and other undertakings hereinabove concerning the Premises and the easement retained by the Grantor, shall constitute covenants and shall run with the title to the land herein conveyed and be applicable and binding forever between the parties and their successors and assigns. 15. Settlement Agreement. Grantor and Grantee intend that all the provisions of that certain Settlement Agreement made by and between Grantor and Grantee as of October 20, 1993, shall survive and '' remain fully effective and undisturbed notwithstanding the execution of this conveyance or any \ generally applicable principles of merger associated with and otherwise applicable to documents of real estate conveyances. Exhibit C (Form of Deed) DSW 129056 s ADAD21-010885 HARTOLDMONOQ31862 i IN TESTIMONYWHEREOF, the said Alabama Power Company, and Monsanto Chemical Company* by their duly authorized officers, have hereunto caused this instrument to be executed and to be effective this ___ th day of November, 1993. GRANTOR: WITNESS: ALABAMA POWER COMPANY WITNESS: By:_________________________________________ Its:________________________ GRANTEE: MONSANTO CHEMICAL COMPANY By:_______________________________ Its:__________________________ \ Exhibit C (Fonn of Deed) DSW 129Q57 6 ADAD21-010886 HARTOLDMONOQ31863 STATE OF COUNTY OF I,, a notary public in and for said county in said state, hereby certify that__________________________________ , whose name as____________________________ ( of ALABAMA POWER COMPANY, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my band and official seal this____day of, 1993. [ Notarial Seal ] Notary Public My Commission Expires: STATE OF _ COUNTY OF I,, a notary public in and for said county in said state, hereby certify that;, whose name as of Monsanto Chemical Company, a corporation, is signed to the foregoing instrument and who is known to me, acknowledged before me on this day that, being informed of the contents of such instrument,, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. Given under my hand and official seal this____day of1993. [ Notarial Seal ] Notary Public My Commission Expires: v \ s Exhibit C (Form of Deed) DSW 129058 7 ADAD21-010887 HARTOLDMONOQ31864 EXHIBIT A TO DEED Depiction of Prealises [Final version of map shown as Exhibit B to Settlement Agreement to be attached here at the time of execution of the Deed], \ \ DSW LZ90&9 ADAD21-010888 HARTOLDMONOQ31865 Monsanto Monsanto Company BOO N. Lindbergh Boulevard SL Lous, Missouri 63167 Phone: P14J 694-IQ00 November 8, 1993 * LAW DEPARTMENT VIA FAX/FEDERAL EXPRESS Steven G. McKinney Balch & Bingham 1901 Sixth Avenue, N., Birmingham, AL 35203 Ste. 2600 Re: Settlement Agreement Between Alabama Power Company and Monsanto Company Dear Steve: . Enclosed are comments on the version of the Settlement Agreement as transmitted to us by Ronnie Smith in his letter dated . October 30, 1993. As previously indicated to you, we found, that a number of areas of.this agreement will require further consideration. Accordingly, we have enclosed a "red-line" version with lines through the language to be deleted and shading on portions to be added. A clean copy of the agreement after these deletions and additions is also enclosed for your reference. In general, we felt a need to better document Monsanto's ownership rights and control over the property in question. Alabama Power's continued use of the property through an easement must take into account Monsanto's ownership role, fte do, of course, recognize the mutual need to accommodate both of our operations on this parcel of land. We believe our suggested modifications will accomplish that mutual need. As to format, we would first delete the "whereas" clauses, as these add little in this instance. Also, we do not need to repeat the provisions in the settlement agreement again in the deed, especially since the settlement agreement survives the deed. Furthermore, we do not wish to disclose the specifics of the agreement between our two companies in a deed publicly recorded at the county courthouse. We also sought to emphasize that this is a settlement agreement between our two companies and no other entity, whether private or SPK-350.s DSW 129086 ADAD21-010889 HARTOLDMONOQ31866 -2- j * government. Accordingly, we deleted the general descriptions of financial responsibility and any purported contractual requirements for compliance with statutory requirements. All the financial responsibilities between our respective companies are fully addressed in the section on Releases, Indemnities, Reimbursements and Covenant Not To Sue. As far compliance with regulatory requirements on cleanup, Monsanto as owner of the property will address those with the appropriate federal, state and/or local authorities, not through this settlement agreement. We are prepared to discuss these and the other suggested changes at your earliest convenience. We suggest a conference call on Tuesday, November 9, 1993 at 10:00 a.m. (CST) to "walk through" our suggested modifications with you. Please call to confirm your availability for such a call. In the meanwhile, if you have any other questions or comments, please do not hesitate to contact either Mike Foresman (314/694 3289) or me. . Very truly yours. Stephen P. Rrchma Environmental Counsel enc. cc: R. Smith - Alabama Power (via Fed Ex) bcc: M. Foresman (via Access) R. Cooper J. Hyland (via Access) W. DeFer (via Fed Ex) \ \ SPK-35Q.S* DSW L.2908J ADAD21-010890 HARTOLDMONOQ31867 reived: 3/ 4/SB 12:22PM; 03/04/99 12:13 Monsanto AtroMLive; Picc;'cn sn-iues .IWKD Jt*-VT Mortsanu ct)(itiieal Conway A Um at UonUAtn CgmOtny XO nignwfy Awwilion, AUM/na 3630t Olflcr. {303) Z3S>8W1 ^ Dster & Woodrow; Page 2 HO. 030 G>02 January 31, 1994 Ms. Sue R, Robertson, Chief Land Division Alabama Department of Environmental Management 1751 Congressman Dic)cinson Drive Montgomery, Alabama 36130 Dear Ms. Robertson: Effective December 21, 1993, Monsanto company acquired from Alabama Power Company (APCO) property that is contiguous to our current plant site. The property was originally part of the Monsanto plant until it was traded to APCO in exchange for land required for the construction of our first waste water treatment facility in the early 1960's. Prior to I960, part of the property was used by Monsanto as a landfill. It is Monsanto's intent to perform an investigation of the property to determine if there are any potential environmental exposures associated with the site. Each component of the investigation is detailed below: The landfill area will be split into four quadrants. --A sample will be composited from each quadrant, mixing surface soil from nine locations within each quadrant. Surface samples will be collected at 75 foot intervals in the centerline of the drainage ditch from the concrete culvert to the point where it empties into the drainage ditch that runs along the railroad tracks that run along the northern edge of our plant site. Composite samples will be gathered from three different ' areas that encircle the old landfill. All of the surface samples will be analyzed for PCB's- Four down-gradient shallow wells will be installed and sampled. The samples will be analysed for the Appendix 9 list of chemicals. The Anniston Plant standard upgradlient well MW-lB will be sampled and analyzed at the same time. DSM 016169 ADAD21-010891 HARTOLDMONOQ31868 83/24/99 12:13 Deleter 4 Woodrow; Page 3 NO.030 003 All proposed sampling and drilling sites are illustrated on the drawing that is attached as Figure 1. As soon as all analytical work has been completed, Monsanto will present the data and our proposals concerning any future actions needed for remediation. Monsanto prides itself on the past corrective actions and Investigations that it has performed In cooperation with ADEM and looks forward to addressing this old solid Haste Management Unit in the same manner. If you have any questions, please feel free to contact me at 205-231-8492. Sincerely Environmental Supervisor OSH 016170 ADAD21-010892 HARTOLDMONOQ31869 03/04/99 12:13 General Test Laboratory Building Number S P.O.Box 2641 Birmingham. Al. 35291 Oostar & Wood row ; Page 4 NO.030 D04 I | "Z !t1.' z, * I'ji 'JS i-jl-i- . Alabama Power mL Certificate of 3dalasis ID : A J. A. eOCFTCV CtffiffiSSi 14N-03I BS9QMTE HWTtS. DECMPTl&ii flMUSTDI IS. sm IUK3X SKIED BELflH M TO lOGMlQ flEPMT one s nnsm SRRUMIE i wom SKUMMEI 1 sasc-Mu UnmiMiiMEI : m f- TEST BSQCE OLT IMTTS . ' RES, tfi PCX 1221 PCX 1232 PO, 1242 PCX 1242 PCS, 1294 PCX 126* MPBSS/SH EW PSS9S99 . CHI HflirSB EW PM9/95 EPfl H8MB mtttBiws EMPS89/3B { MMS ( S.MB ( LH9 i AMS LIBS I IMS LKi w/l */l */i g/1 )/! mn ag/1 I i I *' ' Ifeii Cortlftcita is to-the diyticsl d/ daaicsl dwvto-istla of tta taolo m sadttK. Dm liocritry cimt ittiit to tfte origin ri rapomtitlo* of tho tanla OEt ML X S. HILL DSU 024310 uw FILE: Q MMtlESra f)jL/ mobibt* fail-- * .... ADAD21-010893 HARTOLDMON0031870 03/04/99 e. - 12:13 nn ; -Qoster & Woodrow; Fsge 5 NO.030 D05 General Test Laboratory Building Number 8 P.0. Box 2841 Birmingham. Al. 35291 <\ i, *i. ft * ` J ' Alabama Power mL. (Eertificate of 3inaltrsts ID |AU BQDFIET ttues&t iw-*a QBRM1E mans. lOSIPTIDti MilSlDi T3, SfM OB. SMUB 1E5T (O, 1( PCS. 1221 PO, 12B PCS. 12K, PCS, 12U PCS. 1254 pa, issi COCEIt 2EFGBCE anum/se EM P0B3/SH mme/sm EMP989/30 empbb/ss B*PBUf9S EMPBH/519 cpnsriHiE i tsnam SMI OKIE I6/6ID SMLE MMQI t QKiHBlI LflamnuSEH :fW C3LT ( 4 MS 1 S.MS. 1 HW8 ( I.MS i IMS I LM5 Ll HOTS am Ml Ml M> mi Ml Ml . * ... i. - Ihit Certifies!* is fv the phyiial mf/cr dwrical dwctariitiei of be Mlt ia ttritad. Tha liflcrjta-y orrot atari ta tie origin ai npr--itiliae of tt unit. CD ML U. L HILL 05U 024311 FILE: a n ..cimp MKlESTB UXS i men &J$~ 1 * ADAD21-010894 HARTOLDMONOQ31871 03/04^99 12:13 General Test Laboratory Building Number 8 P.O.Box 2641 Birmingham. AI. 35291 NO.030 D06 1 Alabama Power, (Eertificaie nf Analysis TO : L J. *. SHFJIT msrssi iw-euo CDfWBWTa HDQTRS. PTtftir ffWlSTW IS, SUP A. NSmi lOCWID FEME. IF FR* F?G SPOT DOTE : 03/17/33 SOMLE MIE/TVE: */a/93 12:22 SHA MMEH t 9385-9859 UtOTItH (USE* : W TEST ttrtiWG RESULT WITS I DCS. 1242 DCS. 1254 PCS. 1221 PCS. 1232 PCS, 1242 DO. 1260 pa me hfuctilortcyclwentidire fceueAtftylm 8is-2-Qilaro isooreoy UWw 1.1 *TrlmlerobanlM Nuntnalra taucnleroutadiM* Arthrieew JbnuriRhtotnrjcm SBBslWPym jfenioIBlrluorsfl htna BmeiklFlumniiwM amolfl,h.i)P*ryiTM Chrysene Oi famuli, nl Mtowni Fluom IrunoU. 3.3-e, MPyrm AnnanHiwe Pyrei* FJflorwthrw Butylbmiyl Atthalile BilIS^oilerfifflhII attar Bii(2*tn luwtnoayfltaiw 4*Braeocnenyl Miyt attar ' . ' EM m 846/3350/68U EM U 8*6/320/8860 EM 91 M6/E3B/688I EM 9* 0*6/538/6080 EM 9/ 6*6/3350/8880 EM S 0*6/3350/6080 EM m 0*6/3350/3860 EM 916*6/2550/8270 EM 96*6/3550/0270 EM 50046/3330/0270 W 9046/2530/6270 EM 9046/3550/6270 EM 9046/2550/6270 EM 50646/2556/6270 EM 9046/2356/6270 EM 506*6/3350/6270 . EM 9046/2556/6270 EM 98*6/358/6270 EM 9046/3350/8270 EM 9046/2556/6270 B* 3046/356/6270 EM 5046/2550/8270 EM 50646/556/6270 EM 5046/3356/6270 EM 9046/3556/6270 06 9046/2556/6270 EM 9046/3556/8270 EM 9046/3556/6270 EPR S046/3356/827O M 9046/3551/6270 t 0.09 ( L83 ( 1.03 t LBS ( LOS ( L05 t 8.83 i 1.0 1 L06 1 1.68 ( L87 ( 8.07 ( LOB < LS2 t 8.10 i 1.00 t 8.90 I L90 t 180 ( LOS ( 3.30 t LB < 12.29 < L07 < L7i ( L73 ( L50 ( L19 ( LOT ( ill 4/4 4>4 4/4 4/4 fl/4 5/4 5/4 J/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 j/4 4/4 4/4 4/4' 4/4 4/4 4/4 4/4 4*4 4/4 4/4 I Gbmmm l-17 KM- Ml rtai Can * OSW 0243U *wm 7 i ADAD21-010895 HARTOLDMONOQ31872 03/04/99 12:13 -> Doster & Woodrow; Page T NO.030 00? General Test Laboratory Building Number 8 P.0. Box 2641 Birmingham. Al. 35291 Alabama Power (Eertificata Attalusis ID ; Ht, J. It EQOFCY (MAES) lHUn ccrpomte rams. OESDsitmwi Awi5nn n saw s, tcmo nkmid fuc. 13' PM F0CE REPORT DATE i >5/17/93 SAME DATt/TOC: 84/28/93 12iE2 SM>L MISER : S3W2B-OC9 urann miser ; on TEST REF5BCE I5SULT wm 4-OUoraflriyl ptnyl ttr Oi-iHutyltfithalit# 13,*Oi0ilerflfaoBidine Oiithyl prttuljtt Diarttyl pntmljti 2, Whmtrgtoluw* 2.6-DiMtrotolu*m Di-n-cctyLontUalitt Mnidilerwthm Intfoin Himhtmrie H-Witresodi n uopylaim fU<2mthvIhnyI)Pfttlulat g-O'lorujmnoi 2-ttitrotnral 2,4-DiatfiylprrCTcl 2,+-flicnIeraon*nol HDilorvl-MikhylDnml 2.4, E-Trienlormfenol JHaiortrii/rtnalim flmimtiwm 2.4-flinitromiwl ^itrtxnrw] J -'f**'*. 4.Mlaiti u 3 Wrtftyleftenol iHHtresodioMnlyinm PfBtitfilorommt Hmenloroeeniim Phml Braidim l.S-Disnetnrihytjmiimla babraa) EPfl 916*6/3331/6271 epo sm/i2*/tzn EPfl 918*6/3331/8279 EPfl 918*6/3538/8279 EPfl 918*6/3331/8271 EPfl 918*6/3331/6271 EPfl 918*6/3358/8279 EPfl 918*6/3359/8271 EPfl M46/3559/S279 EPfl 90*6/329/8279 EPR 99*6/3539/6279 EPfl 588*6/3338/8279 EPfl 918*6/329/8271 EPfl 918*6/2331/8271 EPfl 916*6/3559/8279 . EPA 39*6/3351/6279 EPR 918*6/3359/6279 EPR 918*6/3338/6279 EPfl 919*6/3538/6279 591 918*6/3358/6279 EPA 916*6/339/6279 EPfl 9W6/3S58/S279 EPfl 90*6/239/6279 EPfl 918*6/339/8279 EPfl 918*6/339/6279 EPR 918*6/339/8279 EPR 918*6/29/8271 EPfl 90*6/339/8278 EPfl 9/846/355B/B271 EPR 918*6/239/6271 ( 113 ( 111 ( 2.65 ( 111 t 111 ( 119 t 18* ( 1*8 ( 1U t 193 1 188 ( 119 { in ( in 1 11* 1 112 ( 198 ( IP 1 118 1 183 ( in 1 3.11 ( *,ll ( l.* ( 111 ` ( 125 < 119 ( IK t 2.29 ( 113 qq//lqq q/Vg q/q q/q g/kg q/kg qAg q/kg q/kg q/q q/q q/q q/q q/q q/q q/q q/q q/q q/q q/q q/q q/q - q/q q/q . q/q q/q q/q q/q q/q i f i i i i i OSW 024313 -3 ADAD21-010896 HARTOLDMONOQ31873 R ec elved: 3/ 4/SB 12:23PM; 03/04/99 12:13 *> Das-ter & Woodrow; Page B NO.030 General Test Laboratory Building Number 8 P.0. Box 2641 Birmingham, Al. 35291 AAlabama Power Certificate of JVmtljjais iti ; ml j, )l sane ADORQSi WHO QBHUKIE wna. ' DOESUTIIMi (HUSH* 15, SW I L IOT 10 UGMID FEK, IS* FW F9Q REPORT DATE i 0/17/33 5ftf| Bnt/TDC: H/2J/23 xti& smeura i USmWRMEa : NM 1ETT SF5ENS S3J.T mm M Hitraiodiwthylainf lt4-0ldllOPDQnMI 1,34idilmtanm i,3-0idilorobBUno Paratfiicn m swsEUBzn BtSM/SWGTI EFAS0/a9Men EPfl UW339/K7I EPO 9646/33/0271 ( l 1 LK t LN ( Lff ( Lit 0*1 0*1 0*1 0*1 g/kg D0B Pui fartificati ii tar the chyiici) md/or cMrictl duracfcirixtioi of ttw sxqIi a RbtittL Pit luoratsry cuvt itteit to ttv origin aid i nrwaititian at Um unoi*. QC: A U. S. HUL 05 U 0243U ^ . FH: Q m LESTER -^-------770-------------------- ^--T MWUtfSW iWdfr 3 *3 ADAD21-010897 HARTOLDMONOQ31874 R ec Blued: 3/ 4/BB 12:2.4PM; 03/04/99 12:13 -> Doster & Wood now ; Page 9 NO.030 P09 General Test Laboratory Building Number 8 P.O.Box 2641 Birmingham. Al. 35291 Alabama Power Certificate ID ; u. J. K. WFVSf ODOEESSi lAfHS43a CORPORATE loans. 0E5DUPT1H; ftMlSTOI TS, 6 6, HOB) MIB4 LDCS nf Analysis ^BEPOirr ME : tt/07/33 3A ME/TUCs 04/3/93 12:11 SmCUSI : 93KMN UBATKM KMEEft : a* TEST fiErEBEXS RESULT nr BCB. 1212 PCS. 1254 PCS, 1221 CCS, 1232 PCS, 1218 PCS, 1252 pcb, ins huictiloracveloomladi m AetfUEftthyim Sis-3-Qilfiroiumoylfthir 1,2, v->icnlorab0um Nuntteim (kiKnIorfiiutadim Antltriem BmpOHAnthi-jem fimoUDPypm kino (WPlaeranthai* Bernik) FI uorarthm 6rao(|,M>PrylM Dnysm Oibnaol*, hlAnthrcm Finer ew famll, 2, S'C.dtPyrm Ricwitmne Pyrm FJuarurtMr* Butrlbeizvl Rithiiite Dill2-lorgvUiy) Ifttar Blst2-0>lQrMtAoiylvttm l-finaeawyl manyl atJw msiMnssiism E 9 M/3SS2/BM PA 9 M/59/UU EPA 9 6*6/336/6086 EPA 9 8*6/2356/8086 EPA 9 8*6/3350/6880 EPA 9 6*6/39/8060 EPA 9645/3352/6270 EPA 96*6/339/6270 EPA 98*5/3356/8270 EPA 995/3350/8370 EPA 9845/3351/6271 EPA 91*6/250/8270 EPA 96*6/336/8270 EPA 995/3356/8271 EPA 9S46/39/K70 EPA 9A46/3336/B276 ' EPS 9846/3596/6276 EPA 9U6/35SB/B27I EPA 98*6/3551/8271 EPA 9346/29/6271 EPA 996/39/6270 EPA 996/339/3270 EPA 96*6/3550/3276 EPA 96*6/3351/6270 EPA 9846/39/6271 EPA 96*5/39/8270 EPA 96*6/3356/6271 EPA 9B*6/39/6270 EPA 9646/2559/8270 c in I 0.05 < 16 1 1.65 < 6.15 1 163 t 16 1 1.6 1 16 1 16 ( 167 1 167 1 in 1 IK t 111 t i. { 191 1 196 1 IK 1 16 I 131 < 16 ( 12.25 1 117 ( 170 1 175 ( 151 ( 119 t 117 < 110 a/kg 9/kg grtg g/tag g/k| gAg ^/kg gflq g/kg *9/4 g/kg n/kg g/kg "J'M 6/kg q'kS g/kg ag/kj g/kg a/kfl ^/kg ^/kg ag/ky q/kg g/kg ig/kg ig/kg /kg CM I*n0 i ftrtl AiiMurim* OSW 02*315 1 faev.CMlK 1 1 *' ADAD21-010898 HARTOLDMONOQ31875 Received: 3/ 4/9 12:24PM; 03/04/99 12:13 > Doster* &, Woodrow; Page i o NO.030 P10 General Test Laboratory Building Number B P.0. Box 2641 Birmingham. A). 35291 Alabama Power Ji. (Eertificate TO ; ML J. K SSFiST OMESi 1WHJ430 CORPORATE KDffTRS. DGOUPnOll SNtlSlDl IS, Sfl* A IMES HIW LINES of Analysts C 9REPORT 0A1E : K/R7/SJ BWU DHTE/TDt: t/a/5J U:t SflffLE HUES LOCATION HMER : AMI TEST -Oiloroi/iiryl zwyl tttmr Oi-fHiutylrfiiiulati A T -OichlBrabmidine Diethyl rtthiUta Diacthyl ehllulitt 2,4-Qinitratolum . 2,6-Diftitrotolaent Di i) uctyly.t.MUtl ifcjiehJoror.Mf* Isaenorgie Mi tro<vi(m 1-Nitraaah vyopylMire li(2-*thvlh.yUPhtfialitt J-OlltTCShtMl 2-MitaGtanol 2, MliMtikylaunel 2. HhEilomhnel t-Oiloro 3 frtftylcnenol 2,A,S-TricSlonjoh*il 2-Oiimutntlulne RetrjtfithM LMimiroehenol `-Nitrwwnol tT o-9(rutro-S-Mhy] Bhml K-flitrssodiahtnlyanM S|9RisiiareawDl -- Heiialoroteiuee Dwrol Sensidinf l.SH)iamn]rUi)idrBiia(ii tooemn) REFERENCE EM SUM6/S3I/K74 EM 5046/39/8278 EPR 900/39/8271 EM 5046/39/8271 SPA 5046/338/8271 EPS 9046/39/8278 EPA 9046/29/8271 EPS 904c/sa/ezn EM 9046/39/8271 EM S046/29/B27I SPA 9046/39/8278 EM 90*6/39/8278 EM 9046/39/8271 EM 9046/S9/BZ7I EM 90*6/223/8271 EM 9046/359/8271 EM 5046/39/8271 'EM 90*6/39rt27l EM 9B46/29/BZ71 EM 9046/39/6271 9) 9046/339/8271 EM 9046/331/8278 EM 9046/33W827I em 5s*6/35a/ez7i EM 90*6/39/8371 S* 96*6/39/8271 EM SUS46/359/827I EM 5UM/3S5B/B27I EM 94*6/39/8278 EM 90*6/39/8271 QUIT ( A15 1 All 1 ACS I All ( All ( All ( Alt ( At! ( AH ( AH I AH ( All ( AH ( AIT ( Alt ( A12 ( AH < A 37 ( All ( AH ( AH ( 111 ( 4.11 ( J.M ( All t AS ( AH ( AH ( 121 ( A IS IUT5 M*l g/kl egAl q/t| H/h| gA| S/M g/k| eg/kf agA* qrtl q/lq J/4 qA q/V| q/lq g/kg q/ka q/Vg q/kg q/kg q/kg qAg M/kg q/kg q/kg 9^1 HW Ml wmCM OSH 024)316 T3T2S5------------------------------------------ l 1 ADAD21-010899 HARTOLDMONOQ31876 RecEived: 3/ 4/90 12:24PM; 03/04/99 12:13 > Ooeter & Woodrow; Pag 1 i HD.030 Dll General Test Laboratory Building Number 8 P.O.Box 2641 Birmingham, At. 35291 Alabama Power mL (Eerttficaie tu i. j. a. taper sddrss: uw-ea cbotote tons. ' DSCUPnOI: WUSIW T3, SIP * I, (HER HIM LOS of Analysts V- *5, NEPflRT HIE 3 K/V7/33 Sffn MEADS 14/0/53 12:11 LDdTUN MKE2 I Ml 1ST SffSSIS jotr wns . iHUtnaodlahtyUnn LMHctilarotoane LHHdiimbonzm Pmttiln m sw&osmzti B19MS/SMZII EPD 9ME/HSV&I OT 3W6/355I/K7I B1# 9MK/39M27V ( L2I i LK t LM 1 LI7 ( L1 A| ^4 */4 fliis Ce-tificite io for the sapid] ird/ar stoical cfunetriitla of 0 Iht Literitonr cunt ittaft to tiw origin Md rwcuitation of the wla. E: XL II S, KILL la a laditto. DSU 024317 MM HT ,MI nii ei "" " ' ---------------------miisia lim ntmm wRUiBm (an JrL J7 3- ADAD21-010900 HARTOLDMONOQ31877 eiuefl: 3/ 4/OB 12:24PM; 03/04/99 12:13 > Doster & Woodrow; Page T 2 NO. 030 G>12 General Test Laboratory Building Numoer 8 P.O. Bo* 2641 Birmingham. Al. 35291 JLAlabama Power (Eertificaie of Analysts ID : M. J. K gjSffEt UBtSSS: l**-iS aiRPDMTe HOOTS. DESCRIPTIOff flMISTW 15, S8 C. EEftEBl PUSnC W Hill l WEST EM DS REPORT DATE o/7/93 Sl WTE/TIK: W/3B/3J 11:49 SmEUCER i 933*35-461 lUSTTM KKEES r fl*ei tar SEHH0CE 5ULT tuns PCS, 13*2 K3, 125* pa izsi Pa 1233 pa ism pa iK pa ifliE Hnictilerocyeleiientailiene Aetnaonctylew BiS'-ftleroiw'cpyl*thr l,i*-Triflilero9*l*n* Huntrtalm Hnaeilorobutadimt Ar*tfu-*ewe BenwfAlfcrthrjetn* BantalAlPww Benio(SIFluoranthene BafinlkiFlucriRthm Benroig.ft, ilAnylm* Oirysene Oitaruod, hlfriUu nw Flusm Indent) (1,2,3*c.d> Pyrene ftttnantttrm Piuorantiw* Butylbenzyl Aithalate Bit 12-enlaroethy1 Iether Sit (2-ci loroethoiyletthine *-flro.irriyl ohtnyl ether , ' . EPO 91 0*6/3550/0160 08 91 0*6/3550/6661 EPA Si 0*6/3550/0801 ffA 9i 0*6/3550/0060 EPA SU 0*6/3550/0001 EPA 9* 0*6/3330/0000 EPA 91 046/3550/0000 EPA 90*6/3550/6370 EPA 9446/3550/6371 EPA 94*6/3350/8270 EPA 94*6/3550/6370 EPA 94*6/3230/6371 EPA 94*6/3350/6370 EPA 94*6/3550/0370 EPS 94*6/3550/6370 58 94*6/330/6271 GPA 94*6/3550/6371 ' EPA 94*6/3580/0270 EPA 94*6/250/6371 - 58 94*6/3550/6371 EPA 94*6/3550/6371 90 94*6/3556/6270 BA 9446/3550/6371 EPA 94*6/3550/6378 EPA 94*6/3550/6370 EPO 94*6/3550/0371 EPA 94*6/3550/6270 58 9446/3550/6370 68 9446/3550/6371 58 910*6/3X0/6270 ( 0.03 ( LO ( to < to ( LOS 3.M ( to ( 1.0 ( 106 ( Ltt ( Iff I 107 i in 133 177 ( 1.0* 1.13 ( in ( 3.00 177 ( IV HI < no 197 1.16 1.61 ( 151 t 115 ( 167 ( lit */>s .As ^/lq S'H! 9/5*9 g/k) q/kg g/k; eg/kg g/kg cg/kg ag/ks eg/lq g/kg g/kg ^/kg g/kg ^Ag g/kg gAg *3/k| ag/kg g/kg . ^/kg q/kg qAg g/kg ^)/kg ./kg OSH 02*318 T5S=5---------------------------------------- 3--e_------------------------------------------ Sua*.CftMB ^1 1 * -> ADAD21-010901 HARTOLDMONOQ31878 NO.030 P13 General Test Laboratory Building Number 9 P.O. Box 2641 Birmingham. At. 35291 Alabama Power (Egrtifirate of JVnalgBie ID :. j. k emmet ADDRESS; IVHB28 nvBOMTi >wns. DESOUPTIWi AW15TOI TS, 9*> C, BETVDt PUSTIC W HILL I 1ST EM 05 swr DOTE *3/97/33 SffClE DME/TI*: *4/23/33 11:49 gmEMMSI : uumn Knot . TEST REFcSG JOLT WITS vOilorooimyl mnyl itnar BHrtuty 1ontiulltl 13* `Qienlenibaftiidine Diithyl enthalatt Diaethyl gntluUt* 2, i-BinitrotdlUfn* 2,6-Oinitnrtoluena Di-n-ottylcntfulit Ifeadtloracttiaiv iMNme Nitrabmetw WitroMi-frTrwyJuin* IKs(8-*tftyllinyl)Mtlulit SOiloreanpiol S-WtroBftcnol SfHliwtttylenml tW)ieJilorMml 4-Oloro 3 Mhylcftwol 2. *, 6-TrienlerahmoI 2-M rouatiulm Aemunim 2iH>inttroannel *-Hitragnwl *,MinttTu S %tfrylrfnnal M-itrecoa i tfwl ruini PwUalorotntno] hmcnloi uatuw Ptanol Dmidir* l.S-OierwwlnveriiMlis feetaam) EM 9016/3559/8279 EM 944/321/6279 EM 904/3559/9279 EM 944/338/9279 EM 964/3538/B27B EM 964/3556/6279 EM 9046/3S6/B279 EM 964/3S5I/8279 EM 9194/3550/9271 EM 944/3559/6270 EM 944/339/9279 EM 994/3550/9271 EM 904/3551/9271 EM 964/3559/6279 EM 904/39/9279 EM 904/3559/6279 EM 904/3591/8279 EM 964/3559/8279 EM 964/3559/8279 EM 964/3559/6279 EM 964/3559/9279 EM 964/3559/6279 EM 964/359/6279 EM 904/3550/6279 EM 904/359/6279 EM 904/359/6279 EM 964/359/6279 EM 964/359/8279 EM 964/359/6279 EM S64/3S30/B279 ( 0.13 < 9.19 t 2.59 ( 9.19 I 9.19 t 9.19 ( 9.94 I 9.49 1 9.13 I 0.95 I 106 < 6.19 ( 100 ( 9.97 I 1.14 ( 112 { 9.90 1 0.37 I 0.16 ( LB I Ltt ( 3.19 ( 4.19 I 1.4 ( 9.10 I 9.29 ( 1.99 < L9G I 2.29 1 6,15 4/4 4/4 q/lg 9/4 9/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 OSH 024319 ADAD21-010902 HARTOLDMONOQ31879 03/04/99 12:13 NO.030 CP14 General Test Laboratory Building Number 8 P.O.Box 2641 Birmingham, Al. 3S291 Alabama Power Certificate of Analosis TD M. J. A EBflFJEY ttDESSl 1W48S OTPOadTE TOTRS. - 2 BWTKTE i7m SBWJE MTE/TDCj 94/23/33 11:0 SMLEHM0I :S*-*6l LOnnW MKBEK t AM 0600*101: OiltSJW 13. 9BM * L CT6N (USnC (H HILL 11ST 90 IS TEST Base sail HUTS . a- WtrofodimtayIwino 1, V-Oidilorefeaonm 1,8-lHdiloraommt l3*0UMarobHam Pxritiiicn EPQ9Btf/2V&l EM 94S/3SM2 SM SMttSS/SII EM 9WU3SSV8Z7I E suw/aa/oan ( ta ( MS c ia ( tI7 ( III gffca ag/kg ag/kg g/kg i l t i i brtifieato ia for tflt styviul md/ar dwrieal ehaneUrirtiet of tt saaolt u w&oittrl. laboratory cent ittMt to tie origin and r(ra*rtition of Mo MDle> !s ML U. 1 KOI OSH 024320 _ . np- c? LSTEB HMU IEST1M 2/JlL 3 -3 ADAD21-010903 HARTOLDMON0031880 03/04/99 12:13 NO.033 P15 General Test Laboratory Building Number 8 P.CJ, Box 2641 Birmingham, Al. 35291 Alabama Power (Eertifirate of Analysis id t mi. j. a. sonsy DURESS; CORPOHATe HDOT*. GESOUPniK: AWISW TS. SM> * D, 1ST SUE IF PROP. RUHR 10 DGUMlLL REPORT HIE j E/I7/53 SMPLE OBTE/TDC: 04/20/91 11/99 SMlmEl t 9394-ee2 UWn NICER : CM TEST REFSEXS 8E9LT wrrs PCS. 1242 PO. 125* PCS. 121 PO. 1232 CB, 12*8 PO. I2SS pcs. iais ifeiacalareeyelmntadim Amutnthylm Bis-2-01ffrci*cyltth*r l,2,-4*7nenlanfamM Muntiulaiw HriaeAlerDMtJdiini fetfiricm DenzeUlAntnricm SnnIAIPjrmt SntolBl Fl idrinttim BentodtlFlueriMhe* amoIg.n.ilPfryltn* Drysti* Oitanto ia. n) Anthrietne Fluarme [MfiU,13-c.dJPyr* AimantPmw P/w . Fluoranthm Butylbtnryl Mttiilatt 8iil2-cfilonUnrl)*tHr BiilS-qtlonmmiylHiw *-&t*oon*ryl ^tny] rthtr EM Si 8*6/1591/MSI EM aU 846/3551/8888 EM Si 8*6/3550/8888 EM 91 846/3550/6888 EM 9U 146/3559/8881 EM SU 846/3559/6880 EM SU 8*6/3358/1060 EM 91946/3558/8279 EM SU846/3559/83TI EM 9446/355V/B279 M 9046/3339/8271 EM 9446/3558/8279 EM 9446/3538/8271 54 9446/339/8271 EM 9446/3559/8271 EM 94*6/3559/8279 . EM 9446/3559/8271 EM 9416/3559/8279 EM 944&/33B/B27I EM 94*6/3359/8279 EM 5446/339/8279 EM 9446/359/6279 M 9446/3559/9271 EM 9446/399/6279 EM 9446/359/1271 EM 9446/3359/8271 EM 94*6/339/8279 9R 9446/359/8279 EM 9446/3559/8271 EM 3446/3339/8279 1 I* C 193 l 9.15 < 6.63 I 9.95 1.99 ( ft. (3 ( 1.1 ( (.06 ( 198 1 9.17 ( 117 < 198 1 192 1 119 ( 1.91 ( 191 1 191 ( 3.99 { 199 ( 138 ( 113 ( 12.23 ( 197 { 179 < 173 I 19 1 113 ( IP < Lit M/*9 g/ltg g/hg J/4 ogAg M/1`9 9^5 g/lq 9/4 g/kg q/kg /4 gAg g/kg M/1`9 j/feg q/kg g/kg q/Vg /kg gAg.g/kg g/kg MA9 M/1`9 R/kg q/kg eg/kg DSW 024321 mi9 +J> ADAD21-010904 HARTOLDMONOQ31881 03/04/99 12:13 > Doster & Woodrow; Page -j NO.030 Pl General Test Laboratory Building Number 8 P.O. Box 2641 Birmingham. Al. 35291 Alabama Power (Eertificaie of Analysis IQ : Rft. J. \ 3IDFHEV aoest wwaa CORPORATE nOQTRS. OESCMPTI: ft!ST TS. SK> 1 kEST SIDE OF PWP. HIM TO DQftHlU. ibwt Okie : tanm sm mnt/nmi umm u?s SBAflUEEa 3 UB*tt-M6S UOamoniMEKs Ml TEST JSrcRENCE SE3LT wns t-Otlorocnimrl tfenyl ether Si-n-Mitylanthjln* J, J* -fliehlarobmndine Dutnyl sithiliti 3ithyl onthilita 2,H)itrolufr 3Mimf<atalcaM Bi**-ocryicAthaIti HiiaeHloPoetftM iMcnorore ititrobeiuw* e-Hitrowfli ifprBaylaeiie BiilgoetnylhnyUPnouliti 2-OUoroeritnol SHfibwiml IHi^wylanewl 2. Hlicilerositnol XMoro "J^ttftylflhewl 2, *, 6-Tr:en lereotsml S-OilcraMentMlm Ranumsfrt 2,H)initreaiml titrecneml i. Hlimtra- a -natnylirewol N-NitPOHdittenlraiiM PyrttienlofoanTci neiieileroonam Mel Beraioim i^ipnenyifiydrsiMia teeem) ' msmiwumt EPO 5W6/3S5I/B279 em sm/ssuwt EM SUB*/3S5tr837a S* SUBfi/SB/BZTl EM S1M/355B/B27I EM 904/3350/8271 EM 994/3551/1271 EM SUW/5SMS7I EM 994/333I/827I EM SIM/3SI/U7I EM 9tt4/355a/B27l EM 994/39/1271 EM 994/3EI/B271 em a&iissusm EM 994/35B/B27I EM 994/3551/1271 EM 994/3S5B/B27I EM 994/35M/B7I EM 994/3S5I/8B7B em sw/esmeti EM 994/35VI27I EM 994/3551/8271 ffo suB46/asa/Bzn EM 994/3S5I/827I EM 994/3551/1271 EM 994/355^71 em sw/ssa/cn ffR M*6/355a/B27l EM S94/33SI/K71 ( 115 ( 111 t &E3 I 111 ( 111 < 111 ( 11* 1 14 1 1U ( IB ( IIS < 111 ( IB ( ir ( 114 [ 112 ( IB t 137 ( Ilf 1 IB ( IB ( 111 < Ml < 1.41 ( 111 ( 128 ( 119 1 IB 1 .B < LIS */kj 4/4 4/4 9/4 q/4 q/lt) 9/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/k( 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/kt 4/4 qAj H70 la. Ml SSSSS!' DSW 024322 ADAD21-010905 HARTOLDMONOQ31882 03/04/99 12:13 ND.030 017 General Test Laboratory Building Number B P.0. Bex 2641 Birmingham, Al. 3S291 Alabama Power mL Certificate of (Analysis to tftu inner SUWS9) 1W-C3I CDRVN1E HUTTOS, OESOUPnOI: MUSIM TS, SAP I 0, IH3T SHE IF PUP, PRIM lb DOMOU REPORT DOTE c B/S7/33 9MA OBIE/TDC: RV2&/33 11:59 UBsmaiMMSi i m TEST (HHtmadimttylanM i,H>icftltroecgww li2*0itfilon>bruina li Widilarotemw Ptrabiien RBEBCE epa amnssusm OTMMtOSLffiTI &n 9mfi/35a/en msmnsutzn EM SUM&/SS/S2TI EXIT ( La I M6 ( LM ( LIT ( Ml (HITS q/lq S^S ^/hg gAg gftg biii Cartifluti is fop the ftfleal M/ar cfwieil tfurietriities of ttw umls u nbrittid, lh luoritay emt rttat to til* arifin ind rtprcwntitian of tM unit CCt M. U, S. HILL OSH 024323 wx >a nie, er MMLESTE1 m MOLD HESIM ADAD21-010906 HARTOLDMONOQ31883 03/04/99 12:13 > Poster & Woodrow; Page 1 0 HO.030 PiB General Test Laboratory Building Number B P.O.Box 2641 Birmingham. Al. 35291 Alabama Power mL (Uertificeite of Analysts TD X SDffiEr MORES: WMfl33 tasK?m tscm. Ksaumw: mnsm is, se, swat mbs erst side iest m os REPORT DOTE 33/87/93 SRfLE OHTE/TUE: 94/28/93 11:15 SftO a : 93a*2S-006J UEMim HUGER : flW TEST REruQCE sau WITS Bnaoberteia BraaoeblmwtJuiw rHIutylbenira Sirbutylbinzm Tart-Hmtylbeflznw o-Dilorotoluire D-Oilorotolun* Dibnmttham Cif*l.2*DidOorettiiylin> l,3*0icf> In-ssraiuna 2, Z-OicOioroBrociM l,l-0idloroup6pHi ntudtlorataUdim Isearoeylbmcne risOflrttyltolam taoittulcrw rrPrpuylBenum Styrm 1.1,!, 0-7ftradilareetlur* 1,2,4-Tnsftlei'BBtniEne to, :z pa i is: pa as no, izu CL HIE !. Ji 5-Trnwtrry]brair 1,2, Wrutttylbnvm em siBwaass EM SUM6/6SH EMSaM/BEEl EM SUBK/B2G0 EM &Mfi/S6a EM SWHE/62M EM SUW/SEH EMMtt/Stt EM SU046/B268 EM SUW/KW EM wwnrrfl EPP 9Wfi/BK0 EM 9M&/82GI EM ON/SH EM aw/aasi EM aw/ssi EMsutt/aast ' GPP S4M/BEEB EM S8tt/S2fil EM SUEW/aSM EM Si H6/35S/60U EM 91 646/3S58/S8M em su M/sa/aa EM Si 9K/3S50/6088 EM SU W/3S3/B0M EM 91 K6/3S5I/UM EM SU MS/SH/MM EM SM6/B25S EM 9W&/B2E8 EM 9846/BZSI 1 LMS 1 LIB { 8. MS ( LBS t ten i Laos ( t.HS < Laos 1 LM5 ( 8. MS ( LIBS t LMS ( LIB ( LMS ( 8. MS I LM5 ( 8.885 t 8. MS 1 8.089 t 8.185 ( IBS I 8.85 t LB ( LB { LB I LB ( LB 1 LIB I 8.085 I LMS f/hf s/kg g/kg g/kg 9/kg 9/kg g/kg g/kg g/kg 9/kg 5/4 g/kg g/kg g/kg g/kg 9/kg g/kg g/kg g/kg 9/kg g/kg g/kg g/kg . . m/kif g/kg g/kg g/kg M/kg g/kg g/kg t i Hwiciimw OSU 024324 l -J ADAD21-010907 HARTOLDMONOQ31884 Received: 3/ 4/00 12:26PM; 03/04/99 12:13 -> Dostsr & Woodrow: Page 1s NO.030 G>19 General Test laboratory Building Number 8 P.O.Box 2641 Birmingham, Al. 35291 Alabama Power mL Certificate of Analysis TD s KL J. . SOf9St ^ SPORT OKIE s BS/17/33 JffiDRSS: INHttja mSOQRflTT KDDTffi. sms aaTE/niE; Hram nos sm umber : caaanao UXfiOW UMBER : flfef ttSOHPTW: Ml?nM TS, SR*> * E. 9N0I ARES W EOT SIDE l5T END OS TEST ISFE2SWZ RESULT inns 1,2,3'TriBilareMfttfiw HtilCftlflrocvclootetaiHene Ciloraftnm Brwtethare Vinyl Qilor>:tft Bilertetnira Digiloraattane (Wittyir* OiJcrida) FlaantriclilcvuHthan 1. Mienloroetftylm I.HNcMorcethane Trmt*li 8-Diailorogtami Chlerafart l,2*0ieft!orofttUM 1, U-Trietlcrotthwe Cartm Tttraefileririf draMdibilDnaethm l.MteMorowoowt THcJilowtryi*** Baramt QiloraOibrmqtlim lt l.S-Tricr.loreettruw TriM'l.Mieileraoreom Rmafor* li l,12-Trtnchlerq*t)iu Tttnenlcroctnylm Teiune Cilcmticfl* sthylbtiQcm lylM epr suM/asu EPR 3UW6/2SSfl/6S7> EMSJW/GSt EPR 9iM/UU EPfl 9JM/B3B EPnSUM/BSU EPR 9M6/BSSB EPR S/B2fiB EPR 5UM/BEM EPR SUM/KSfl EPR WW/8S5I EPRSUM/GSI EPR SW6/BSER EM SUM/82H EM 5UW&/82SB EPR 9*46/B3B EPR SU846/SEI EPRWtt/KH EPR SUBtf/831 EPR 9i3*6/fiB EPRSIW/KEI EPR SUM/RSU SPRSM/B3I EPR SiM6/B2fiB EPR SUW/BESI 3RSW6/BEEB EPR &IW/8SSI SR sum/besb SR 5UM/EEB epr asM/eu ( LM < I.l ( LM < LIBS ( LBBS ( LN3 f L9B9 < LM t LIB ( LIBS ( LBBS ( LBBS i Leas 1 LM ( LBBS 1 LBBS l LBBS < LBBS ( LM ( LBBS ( LBB5 ( LM ( LM 1 LM ( LM ( LM ( LM f LM ( LBB5 1 LM q/kg q/kg q/kg q/kg q/kg q/kg q/kg q/kg q/Vg q/lq q/kg q/kg q/Vg qAg q/kg q/kg q/q q/kg q/kg q/kg 4/kg q/kg q/kg q/q q/kg q/kg q/kg q/kg q/kg q/kg Oi-- une I*, mi n--in tti'i OS* 024325 a ADAD21-010908 HARTOLDMONOQ31885 n ceivbo: a/ 4/8B 12:26PM; 03/04/99 12:13 General Test Laboratory Building Number 8 P.O.Box 26*1 Birmingham. A1- 35291 -> Doator & Woodrow; Page 20 NO.030 G>20 Alabama Power mL Certificate of Analtrsis TO : ML J. 1 SSFiSy ffl0S=3S: 1M6 CORMRflTE hSOTTS. DESDUTTIGN: WMISTW TS, SM> E SUKEH WEIS W ERST SIDE ET M GS (CRT ORTE i *5/07/93 SOCLE OCTE/TDCr *4/28/93 lit15 SWLE MGER : Ql*a MC3 IflCflTIBi NrtEK : fW TEST KFsflSCE ESLT CUTS ifevnuntnylene 1. *-5:cnloroMTum* t. l-llicnlsi-Qetfiirw 1,3-OicnloroDsnzere 1 ow MBreoylettir 1,2,4-Tr;chlorobenzene KiDnbullr* Keitdtlembuutfim 0-lyim* tothricene SienieroeiflueraeetAiM JpuolOIO'tnrKtn* BeaolBIPyrtne fimotBl r) norjntftfne 8*nzo(k)Fl<withe** Smolj.h, OParrlM Orysmt Dibenzot*,h)fcithrac* FluorM Iraeno(1,2,3*c, d|Oym PhMUfflltrm Syrttw Fluoranthene fctylbenzyl Kthalate Bj&tg-enlercetftyl Ifroar 8ii(2-tn lerottntwy) etroane Hraeoennyl bieiyl etna* k-CiJoroenmyl onenyl ither OHrttcyloftttuletf EPB SUM/3350/8371 EP4 9M/62S9 EM 9M/B2SI EM 9M/63I EM SUM/3550/6279 EM 9M/3S0/E71 EM SUM/359/6271 EM SUM/33S0/627I EM 98*6/8260 EM9M/82E9 EM 96*6/391/6270 EM 5MM/6269 EM 96*6/3551/6271 9d 316*6/3351/6276 EM 9M/3550/K7I EM 96*6/339/6270 EM SUM/39/6271 EM SU846/3356/6279 EM 9IM/359/8276 EM 98*6/339/6279 EM SUM/3350/6271 EM 96*6/3550/8279 M 9M/3558/8279 EM 98*6/359/6271 EM 96*6/3550/8379 EM 9M/339/B279 " EM 96*6/359/8270 EM 96*6/339/6270 EM SUM/339/6271 EM SUM/339/E27I < UK ( IMS l 1.000 ( lmo ( i 1 LIT ( 107 1 108 < %.m t 1095 1 LB 1 IMS LES ( 1.01 ( LSI ( LSI ( X < LIS < 19 I LB t 1123 L ( L7I ( L73 { L9 < I IS ( L07 t 111 t LIS ( Lit */kf q/b) 4/I4 9A* gAg 9/V9 q/k| eg/119 5/4 g/kg gAg egAg SAg jAg M/*9 MA* gAg gAi 9*4 gAg q/kg jAg" g/kg eg/kg ag/kg ^/kg qVkg MAg UW * Ml 3S7S5Si 05H 024326 3- ADAD21-010909 HARTOLDMONOQ31886 acBived: 3/ 4/BB 12:26PM; 33/04/33 12:13 -> Dostor & Woodrow; Page 21 NO.030 021 General Test Laboratory Building Number 9 P.O.Box 2641 Birmingham, Al. 35291 Alabama Power ^ (Eertific&te of Analysis _ TO : M, J, K mriet v_ ___ BSWT DOTE : 0717/51 0DDR5S: 1**H039 SmE EUnE/TTlE: 4/aa/93 11:19 BttPOHflTt 500718. SmEWira : 939*0-9933 UCITin MMQ : Bit DESSlPTIOli MH51W 13, SflM , 9MQ MESS A EAST SIDE VEST sftO DS TEST HEFriOCE 3ESLT IMTS 3,? 4)icftloraidine Oinhyl jntfuliti 3iuiyl aitrulite 2,*-0iniinjtolux* Di-n-actylehMaUti Htiaehloroetham Isoghem aitreacniff* 1MI tPmoai-ffprBPjrluii* 2-9itaraenaral S-^trecowol IHJwtnylfiBtnol 2. H)ienlen>gMnol HMortrSHIcUiylduml i, 4,C-Tpiclartaumi S-Oilermimtiial era teiunntw 2,W)iitrneral Mltreoniwl 4, S-Oiwfcro-a-Wfty1aheral rMitrwedi railywii* Pwt*cnleroowrcl Htuatleroranwra Ami Senidim . U2*Dionaiylhydruira(ai Rnfimml f*-*itnHodirat*yU*jra l.Hlicniui aantim EPS 90*6/3550/3279 5* 90*6/351/0279 EM 90*6/350/0270 EM 60*6/3550/8279 EM 90*6/3550/3270 em 90*6/3550/0279 em smissmm EM 90*6/350/3271 EM 9046/3551/3371 EM 90*6/3550/3379 EM 90*6/3530/3270 EM 90*6/3350/6271 EM 90*6/3350/8271 EM 90*6/3550/8371 EM 90*6/3550/070 EM 90*6/351/0270 EM 90*6/3550/01 EM 90*6/3550/6279 SM 90*6/3550/0271 EM 90*6/350/0270 EM 90*6/3550/3370 EM 90*6/3550/3271 EM 50*6/3533/6279 EM 90*6/3550/3270 EM 90*6/3530/0079 EM 90*6/359/6279 EM 90*6/3550/3279 EM 90*6/3550/3279 EM 90*6/350/3279 EM 90*6/3550/3279 { 2.63 ( 9.19 < 9.19 ( 0.19 ( 9.04 ( 0.40 < 9.03 ( IB 1 193 { 111 ( 13* 1 197 t 11* < 112 1 199 1 137 ( 110 ( IB < 109 { 111 t *.11 ( l.*0 1 119 i ia < in ( IB t 2.29 t 113 { 129 < IB M/k0 g/k) 9/4 g/kg g/4 /k| 9/4 g/kg 9/4 S/4 *5/4 9/4 *9/4 M/4 9/4 9/4 0/4 3/4 *0/4 g/kg M/4 g/4 0/4 . ag/Vs ' g/4 9/4 a/kg m/4 9/4 g/4 OSW 02432? - -T ADAD21-010910 HARTOLDMONOQ31887 03/04/gg t f ob i ; dorM ; 12:13 Gensral Taat Laboratory Building Numbar 8 P.0. Box 264.1 Birmingham. Al. 35291 -> Doster & Woodrow; Page 22 NO.030 EP22 Alabama Power Certificate of Analysis id s in X. A gopev L. 9 JEPORT ME i 0/57/53 i' SMtE MTE/TDC: H/a/53 11:13 COMMIE TOTS. BVflLfi WMB i OUSHK3 UDmiHNNEB l Ml BGSSDTTWi MtlSIOi 15, SBP I E. SHEM (906 M BST SUE UE5T EM 99 TEST IBBBCE E3LT WITS La-Oidilombwrn 1,3-OidilorofiBBm RirtOilm SM90K/SM/0I . MMW3SSVS7B EKSUW/SM/en ( AM 1 AI7 ( ah 1*9 Jrt? S'*! , Ihit Ccrtifieata fca tin diyilcii ml/or dwlcal dunctriitia of tin umlo n atnittid. 1h> Uaeratanr cwnt <rtnt to tin cri|in trt rtaramtitim of On umIl CCi ML IL 5. MLL Sb 024S2B Stic, sr Ml5IEI 2hmold tom 3 ADAD21-010911 HARTOLDMONOQ31888 03/04/99 1i 12:13 f rM ; Doster & Woodrow; Page S3 ND.030 023 General Test Laboratory Building Number 8 P.0. Box 2641 Birmingham, AJ. 35291 Alabama Power Certificate of Analysis IB SB, J. K saftEf MDREES: MW'OOJB COfWSfllc WOTRS. DESDWPTIWi WI5TDH IS, S f, SNO MSS CN EBf SIDE kE5T END 09 CfTT flflIE : *5/97/33 WLr WlE/TWEa 9*/JJrt3 U:Z7 sani MI9EX : 92M&*ti6t UOTIDH USER ; flm TEST REFcSMS car HUTS Breaoocnirw toaochlorarttMM Hhitylbenient SaHKtylbtniinf Trt-3ityl69itt*t* eOiloratolueic o-Oilorotalugn* Dibronaetlum Cii-l.Hlimlorwthylr* l.]-9icMsrocrcBim Si HHoileregresma lt L-Bicnlorggroseie feudiloroftutadim lumraylbenuN B-iscoroEfyltolur* NtpitmJm iHVoeylbeniene Styrnc 1,1, LMatramlBrocbme 1,2. V-Trteh loreecnzeie TO. 1243 TO. 13 TO, 1S1 TO 1233 TO ISM TO !2M TO 1913 l.&J-TricfllOrweQUi 1, L 5-rrivttolmom l.li-friBrhytbeam ' EM SUB46/B3S0 EM 9I846/E2M EM 5WC/12SI EM BU546/B36B EM SfltG/BSEI EM 9*46/631 EM 9*46/8261 EPR S1646/626B EM SW6/B2H em awt/easa EMSUM/BSU EM a**&/aasa EM 9*46/ESI EM SM/CU EMaeu/essa EMSNW/BSM EMSUW/BU EM9M/BS6I EM9M/S2fia m sus46/e3&a EM 91 043/395t/S0fi> EM 91 Hfi/USMUa EM 91 VA/SSk/m EM 91 W/355I/HW EM 91 W/3S5W9BI . EM 9f M/jS9/8BH EM 91 Kfi/lBI/saN EM 9446/B26I EM 9&6/E26I EM 9B4&/B2EI ( LW < LM9 t i-ees t L5 ( I.NS ( Lee t Lee < Lee { Lee i Lee < Lee ( Lee i Lee i Lee ( Lee < Lee < Lee i Lee ( Lie ( LMS i Le < lc i Le < lb ( LB ( LB ( LB < Lee ( LIB ( LN5 M/kg g/kg M/kg gA; eg/tq g/h| gAg >gAg g/kg gAg M/kg gAg M'k| g/kg M/kg M/kg I/kg g/kg ag/kg g/kg 9/kg g/kg M/kg M/kg M/kg M/kg M/kg M^e M/kg m/M 553------------------------------------------------ dw t*mn UTHI.1,11 OSW 024329 *T!5r555----------------------------------------- **m i1 __ ADAD21-010912 HARTOLDMONOQ31889 sceiveo; id/ 4/BS i2:27PM; 03/04/99 12:13 -> Dostsr &. Woodrow: Page 24 NO.030 E?24 General Teat Laboratory Building Number 8 P.0, Box 2641 Birmingham,. Al. 3S291 Alabama Power (Eeriificate of JVrtalgsis ID : ML I. K SDDRSY ADDRESS: WN4S QKPOHflit .-'DOTHS. ES0WPT1M: MIISTQi 15, SB* I Ft BUKSl AREAS W ERST SIDE VEST 3ffl QS flEPCMT DOTE /vm SWJE WEAVE: **/2?/a 1UB SIWi JUfflEH ; 334*22-306* UKRTIIH MKEK : (W TEST XFE9CS HESLT turns 1,2, >Trlenlamemm NtuEhlorecydoaentadiani CilortMthane Gramtnif# Vinyl friarid* ChloroatlUM OiEhloroaafiitr* (NathylM frlsridel Fluorotritfiloraathim l.l-OiDlareetoylM 1, Hhcnloroatrur* Trim*l, Micnlwsetiwna frlarefare lr 2-Men lematnw 1,1,1-Trienlv(tnaw Cmm Tatraenlorida Brsmicilcraeuaia 1,2-Men lereorsure Ci*-l,J-OiehlcroerOTr* Truftlerarthylm team Dilorodi bmeeertfuM 1,1,2-Tr:ailoraet)UM Trvs'l, JHlienlcroaopOT Broeofera U,2,~Tetnienlametlune TimmLcraettylPH . '. ' Toltnm Oilaoawuw 2nylb*um* Xylvw EMSHB*6/B2fil EM SMH/3l/fi2TI EM Mtt/ffiSa EM SUS*6/62I EM9IM/S26I EM SHM/IS60 EM BM/82EI EM SU6*6/B2Sa EM 90*6/120 S>fl 96*6/820 em 91*6/00 EM 90*6/00 EM 90*6/00 EM 96*6/820 EMaets/aesa EM 9644/820 EPR 96*6/00 EM 90*6/820 EM 98*6/820 EM 9046/820 EM 98*6/00 EM 98*6/620 EM 96*6/820 CM 98*6/820 EM 90*6/620 EM 96*6/831 : EM 90*6/00 EM 90*6/820 EM 08*6/620 EM 96*6/8260 i lib ( 1.0 1 L03 1 LOB 1 LM5 ( LOB i Laos 1 L005 I 1.003 1 LM3 1 L00S 1 L0S ( L0O3 < L0S ( LHC I MB ( MB 1 L3 i LIB ( LBOS < Las t lbs ( LIB I LIB ( LIB 1 LBS 1 LIB ( Las t lie < Las a/q ^/Icg 9rt? a/ha -3'4 S/hq cg/hg Mftg g/hj n/hg >g/h| q/kg q/hg an/ha g/kg ^/hg q/hg q/kg qAg q/hg q/q q/hg q/kg q/q q/hg q/hfl q/kg qAg q/kg q/kg -- i .......... .. >ino nf.ni HiHiUMn PSU 024530 Mf.cnam II **"2 - J----f ADAD21-010913 HARTOLDMON0031890 03/04/99 12:13 General Test Laboratory Building Number 8 P.0. Box 264-1 Birmingham. AJ. 35291 -> Doster & Woodrow; Page 25 NO.030 D25 Alabama Power Certificate of ^knaltrsis in j BL J. X. BOTEV OORESS; I4N-M30 orpomte toons. DEffllPTIIll: <MII5nil 13. SW 1F, 9NQI HER9 n SET SUE Id 30 DS REPORT D81E t BS/17/33 9A HTE/T1IE: *4/28/51 U^7 9WUEWS9 : 394&M64 UEFinnoca : ami 1E5T RSiSHEWS rsu wns ftcmumiiylm 1,4-Oietleresnum lf3-HiO)larobnitie 1.2-bieilaretemxni Bis-S-Cilorolmroojflittor 1,2,4-Tridilcnofimxm Hi^thilene IkudilorobvtJdiina e. Kylm CMylera finkhriw* DidiUrdfl i fluoraetiuia B*nzo(fllAntm**e* BnndUPymw Mias C9) FIArifithne BmoUlfluenptftwe tbEfi(g,n, ilFeylm PwyHW Hitanroli.hlAnMriewi Fluarm Ironed. A 3-c. a)Pjrt Rwwtwi we Pyrme Flueraitnm Butylbciuyl Mbulrtt Bilia-CTlorqttflyUfthir lislS^ctleroRimyMfiM 4-gractwwyl metyl tfar 4-DiloreBnmyl rfwiyl ftnr Si-n-ovtylBhtiuUta ' ' m 9046/Bse/ssn EPS 90*6/825* EM 90*6/629 EM 9046/629 EM SW6/359/E71 EM 9I846/3W/6271 B* 6946/59/6271 EM 9*46/59/2271 EM 5046/629 EM 9046/629 EM 9046/3S9/6Z71 EMwtfi/aasa EM SUM6/35I/B2?I em s**6/3BF227i EM 9046/3S9/6276 ffn 9*46/330/6279 9ft 9*46/358/6271 9ft 9*46/39/2276 EM 8946/39/6270 EM 9046/53/B79 EM 9*46/536/6271 EM 9*46/550/6270 em sw/sa/esn !M S**6/3SI/6E76 EM 9*46/33/6270 EM 9*46/331/6271 9ft 9*46/328/6271 EM 9046/3596/6276 9fl 5046/39/6276 EM 9046/299/8271 1 AM ( AM ( led ( AMS ( AM ( 117 r IF ( Itt t I. MS < AM ( AM < AM A6S 1 LM 1 AM ( AM ( in ( AM < 3.9 ( 1*3 < '13 AM < ATI < A3 ( A9 < A IS ( AF ( All ( A IS ( All M/k| ag/kg g/kg 0A0 g/kg g/kg aAg g/kg q/kg g/kg q/hg g/kg g/kg 9/kg Q/kg g/kg g/kg MAS g/kg 3/kj g/kg . agAg gAg g/kg lAg g/kg M/kg . . ' i CfctfJ im *. mi | OlMHyCMW DSW 024331 3 J"~ ADAD21-010914 HARTOLDMONOQ31891 03/04/99 12:13 General Test Laboratory Building Number 8 P.O.Bo* 2641 Birmingham, Al. 35291 NO.030 D26 Alabama Power A. Certificate af Analgsis TD : ffl. J. J. fiWEV address: :N-wa CGWOMTE SOTS. DESOI1PTIW: WISTtt T5. SAM * f. SMO MSB (X EAST SIDE 57 3 DS REHXT DBIE i 83/17/13 SWL Bire/TDe: 84/5/S3 11127 SABLE HWa J 22M2&-90&4 urann xk&s om TEST XFBSG (ESULT IMTS 17 -Oicilo'enanxidiiie Oifthyl sncnaUt* OiMthyl ptlullti Ifi-OinitretolaM Di-n-ortylcntluUti Heiidilersettim IwMtMren* Nltrobenm* iHtttrwoai ii jraaylwi* 8i*t2-rtnylhrylH>ihUU 2-Moraairwl J-kitrwwnol 2,M)iaet!tylOXnol iHieilsrecfunol 4-Qilu'j 3 JHUiylBBtnal 2, K fr-Tncnloraohmil S-Qilorenuntliilnr Actnionttow 2,4-0 initrcsttnol MltracMnol 4.&-0iniiro*2-%thyldil fHitrosal iotmlyHi ne PemidilDradiml Weaenlorawnaw ftmol Benzidine I,Mia>*nylHvffr4iintt toobeniw) iHiitpaiodivtnylMdiie ,H)iniorecma EM 9046/338/8278 EM 9046/331/8271 EM 5046/258/8279 EM 50*6/339/8278 EM 9046/352/8278 EM 9046/250/8278 EPA 9046/258/8271 EM 5046/2=3/8271 EM 9046/258/6371 EM 9046/258/8278 EM 5046/258/5*71 EM 30*6/233/8271 EM 9B46/258/837I EM 3046/558/8278 EM 9046^358/3278 98 9046/358/6278 EM 9046/258/6878 EM 9046/258/8278 EM 9046/258/6278 EM 9046/338/8878 EM 9046/323/6378 9046/2S9/Sc71 EM 9046/250/6278 EM 9046/223/6278 EM 9046/358/8278 EM 9046/338/6271 EM 9046/55/578 EM 9046/2S8/S27' EM 9046/23/8271 EM 9046/258/8278 ( 165 ( 8.11 ( 110 ( 119 < 184 ( 149 < 183 ( 189 ( 1M t 118 t 189 < 187 ( 114 ( 9.12 { 18S t 137 1 119 I 185 i lea ( 119 r 4,11 ( 1,49 1 119 ( 123 ( 189 < 188 ( va ( 113 ( 121 < 186 *j/q m/kq gAg g/ltg *g/k9 q/kg g/kg g/kj g/kg q/Vg J/Vg ^/kg g/kg g/kg eg/kg g/kg g/kg g/kg >g/kg g/kg g/kg g/kg qAg ' *9/kfl g/kg g/kg q/kg q/kg OSH 024332 MTU *ut. Ml 4 at ADAD21-010915 HARTOLDMONOQ31892 03/04/99 12:13 Gflncral Tast laboratory Building Numbor 8 P.0. Box 2641 Birmingham, Al. 3S291 NO.030 P27 Alabama Power A (Eertificate of (Analysts in i ml j, a. sorer ROMES: UN-asa OBPCSBTE HOT. DEsnimnt amistm is. sw a f, smbi ass on erst sue iest m os fisorr 3BIE : e/17/93 SHU Offl&njE: 9W28/93 11:27 SmfUQSI t 33042S-BS4 ucmomrast j m TEST KFBEME RESIT urns U-OlBilarobonnnt l,3HHeftlorebcnnM Ptrltiiion EPS 5HMfi/35SVB279 SI SUM/3SM27I EM SHMfi/SB/HTl t MS ( a.if 1 Ml */kg 9^5 g/Ng Thii Cirtifieitt ti far ttw btyiiul <nd/or dwell durietvittici of tit* suoli n BtanttaJ. Iki lateritor? cannot ittoit to tho origin and rwriiwIiHai of kh* smsIi. ccm*. l s. hill OSU 024333 kito tatm PT1 Ci rr ----------.---- m i iiis. in MW LES1EI -- /i \il HMkui9in CXn 5 ADAD21-010916 HARTOLDMON0031893 03/04/95 12:13 ** Doster & Woodrow; Page 28 NO.030 D2B General Test Laboratory Building Number 8 P.O.Box 2641 Birmingham, Al. 35291 Alabama Power A (UeriiftcatE of ^nalgsis TO :ft J, l SEfSET MORES: 14*4639 amwi ifflffns, DESCfllPniH: MU5TQI TS, SM> 6 6, ELMS! ASPS H ERST SIDE U6ST EM) IS REPOST DfflE r B/B7/93 5*41 MTE/TOt: gwad/93 Ui36 9M MSI : 938436465 UBtTHH MJQER : CM TEST EF5BCE 9LT wrre foeabeniam BoatleKart!ivw it-ButylBenim SK-butylamim TlrtHiutylSrtteTW eOilwoteluem r&ilmtolar* Sis'oacart.'unt Cit-LS-DioUerertliylr* 1,3-OlenIoiwctum i, HliaiIcroproova L l*Oidilaraeream KfiailoroeaUdient Isspreeylqnim rlMOreaylteliM tunthalma rPrsoylfimim Shrem LI. I,2-TftrjcMoro*thai* 1,14-Triailerobenzm CCS. IHK fa 1354 oa is*. PCS, 1333 a, 1346 so, 136a to, tots Ll J-Trienlorowooua Ll 5-TnBftnylbmnn* 1,2,4*TnwthyItaw EM S04/B2S8 EPS 904/6268 EM 9046/6361 EM 904/6361 EM 904/6268 M 904/6368 EM 904/1368 EM 904/6368 EM 9046/6368 EM 904/6361 EM 904/6268 EM 904/6368 EM 9046/6361 EM 904/6368 EM 904/8368 EM 904/6268 . EM 904/6360 EM 904/8368 EM 9046/6368 EM 9046/6368 EM 9l 646/2538/8866 EM 91 64/228/6861 EM SU 64/3338/6880 EM 91 646/3356/8868 EM 91 846/3538/6881 BO 91 846/3558/6068 EM 91 846/3SS8/S668 EM 9046/6261 EM 904/6368 EM 904/6368 < 1868 1 IBB < IMS 1 IMS ( 1885 ( llfl 1 IBB { 18B 1 180 ( IBS ( IBB ( IBB ( 6. M3 I IMS < IBB ( 1BBS ( IBB ( IBS ( IMS 1 IBB ( IB 1 IB 1 IB ( IB < IB ( IB ( IB ( IMS ( IMS ( IBS M'ks q/hg 4/Hf cg/kg q/kg q/q q/lq q/kg q/kg q/kg g/kg q/kg q/kg q/kg qAg q/kg q/kg q/q q'q q/kg q/q. q/q q/q q/q q/q q/q q/q q/q q/q i I itu 1 OSU 02V336 Jd ADAD21-010917 HARTOLDMONOQ31894 03/04/99 12:13 ND.030 D29 General Test Laboratory Building Number 8 P.G. Sox 2641 Birmingham, Al. 3S291 Alabama Power Certificate of JVna.Itrsis td t w. i, \ smrav flDffSSi un-eea osrasnr hdqtts. DBOUFTUJil HnNlallH T5, SW 1 *-- MOH IK tHSF 51% DO % REPORT OWE ; 83/17/ffl SRWLE MTE/TUEz ft/S8^3 U:36 SfWLE HUBER : 330426-0063 idcstiw (USER: om TEST refsiscs RESULT WITS 1.13-Trig lui uawuw HnacMarKycleentaaiim Dilraettm tanMeuna Vinyl CiloriCi Chloraathw BidilcPOMtAw tXtthylm Dtlaridi) FlwntnlcrMtttne LHlidilcrottnylane Ll-Oiglsnatfuna Trwl, Htiglonttnana Dilarefon LMiOilorqttiufe L1,1-TrigloreettiNi Cirten Tvtrunloriae frattigloraaKtui* LHirMaraeroiuri Tndrleronftylra Bnum Dloradibnmxtrm If 1,2-Trigloro*tft*n* hMfon % Ii2. Mnrailoroemiiw TairicMortethylnm Tolsre Qilmamzm Ethylbcnxcfw lylm EM aw/aai EM SHMfc/330/827* EM 9W/B3I em sw/aasa EM SU6*fi/fl6 EM 5UU6/G2E6 EM OBifi/ttU EMM4/636 EM SUU5/8S&6 EM 9i646/B0 EM 9446/636 EM 9446/6256 S 9446/6266 EM 9446/B2S6 EM 9446/02E6 EM 9446/6268 . . em swE/eaa EM 9446/6266 em sttwese EM 9446/6256 EM 5446/6261 EM 944/806 EM 944/8256 em MM/ea&a EM 9446/8286 EM 9446/8266 EM 9446/8266 EM 944/8268 em suM/asse -EM 9*46/8261 < ME5 . ( 1.1 i e.*es ( 4.K3 i *.005 ( 0.063 ( 6.063 i 6.66$ i 1.665 < 6.663 i 6.665 i 6.665 t 0.065 t 6.665 t 6,665 < 6.669 ( 6.663 { 6.665 < 6.663 i 6.665 { 1.005 i LM3 < 6.663 ( 0.665 t 6.665 i 6.065 ( 6.063 i 6.0 t 6.063 i 0.063 M/kg gAg tg/kg 5/4 ig/kg g/kg g/kg g/kg g/kg g/kg g/kg g/kg g/kg 4/kfl g/kg g/kg g/kg g/kg g/kg q/kg g/kg g/kg M/4 9/4 g/kg g/kg *9/*? 4/4 9/4 CMmm *-17N laLim (ktfMCan 05U 024335 a -.T" ADAD21-010918 HARTOLDMONOQ31895 03/04^99 12:13 > Doster & Woodrow; Page 30 N0.B3B 030 General Test Laboratory Building Number 9 P.0. Box 2641 Birmingham. Al. 35291 Alabama Power (Eerttficaio of jAnalgsis 19 j ML J. 1 GGDREIf ADDRESS! 14*4831 Q090M1E HDUTRS. DGDQPnCh: 4MI5TO TS, SfW I B, UK3 MBS EfiST SUE KST EMJDS AEPOTT DREE 19/17/33 SW DffTE/TUE: N/a&rfi 11:3S 9M1E MMER : 93MSMK5 lochtich woes : m TEST EFEBC KSULT IMIS fceMCRtnylm 1, HJicfilorobenien* LWioilorwrwne 1,2-OienlorgDenzm Si I'KMaroisaaroDyltbHf 1,2,4-TrtchlereMam* kipthalar* Hmchlorotntidim a.riylrw 0-lylwe fettniem OiOileradiflucpawbune BmoMUfctthramf BcnzoUUPyrtne BmelSKiierantbm tone U0F1tormthlr*' Brnol5,n,iJP*rylw Dvysra Dibinisle, fillnttirKM F1wn* Imm 11.2,3-c.d)Pyrent Wunwthrww Pjfune Flitormthiia ftrtylbenzyl Phthilite Sietf-flilmetityllethee StilS-ehlareacnoxylaRhM *-9netheiyl oftenyl ithr *-Oilonj!Tryl ether OHrenylottMltta . .. EM 5UM&/SSV/827V EW 38*6/338 EM 98649/836* EMSws/aau EM a*6/3S8/8271 EM 98*6/3558/3271 EM BW/ES/B271 EM 9tE/359V/BZ?l EM 9846/838 EM 91646/8366 EM 98*6/359/8271 EM 98*4/8261 EM 9346/3S5V/S71 B>o aw6/355t/ae7* EM 9S46/3S5V/827V EMSWtfSttSn EM SHMS/359/8211 9844/3551K71 EM 98MG/3S5V/K7I EM SMV4&/3SSV/S7V EM 9KM/35SV/K7V EM 9UM/3S9/927I EM9IW/S9/K7I EM SU8*&/3S9/K?V EM 9M/29/K7I EM WtfBSV/KTV W 96*6/338/3271 EM 8M/3SSI/B87I EM 96*6/335^3271 EM 9646/3558/8211 IK IMS IK IMS its m in in IMS INS IS IMS 117 I.M 19V 191 IN in 131 in 12.25 in 17V ITS 19 113 117 111 113 12fi 4Q/k| 4/4 4/4 g/k| q/k| 4/4 S/4 g/4 9/4 4/4 m/4 m/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 * OSU 024336 U* W.HI 11 IkOTCM M>.Cw* __________ _____________________________________ * _ 3 ADAD21-010919 HARTOLDMONOQ31896 03/04/99 12:13 ^ Doster & Woodrow; Page 31 NO.030 031 General Test Laboratory Building Number 3 P.O.Box 2641 Birmingham, Al. 35291 Alabama Power ^ Certificate of Attalusis TD : W. 1. a. 306FIs1v RMffiSSi 1W-0630 OJflPOfiflTE rOGTRS. OESSIPnOt: *I5TW TS, 3M> I B, SLN0I HERS W ERST SIDE LEST 9$) D5 "a0EePaOnaRTT nDoOnTE : B/17/9 SWLE OflTCmJE: IV&3) U:3 SORE IMS LoennoN tom : ow TEST DEFE9EXE ESULT inns U'Otcnlvqoemidin Diittyl ytciuLiu Oiathyl anthalitt 2, Hinitre:olum 3,6-OlMtrrtaluem Oi-irctylpfttiuliti HeudilonoetUM Iwuieron* Wtnbeum N-rlitroMdi-n-srwylMint Bil ISwInrUuiylIRitrulit 2H3ilorBnml e^Htroenml 2, VOi*thylDMnel LL-Oialersiflinol e^ailortrSHhrtltrUMfttl L t, 6*Tridilerashml 2*0ilorsnuhthiin fesnitfrthere 2,*>flinitroclinol' Mtifrodtfwi *, 6HllMtre-a-rtHylBMnol N-titnaadisftoilruiw Pentioilorcairal htuenlcroDenmw nmol . Bfraiaine l.Mtonrrylhyflruinelii OmoiI iMtttreteetmtftyUui* liHlenleranam B046/3SS9/K7I EPR 9US*6/3S34/fi27l EM 9M/3SI/B27I EM 9M/29/8E7I EM 5UM/3S5l/BZn EM SBW/CT/B27I CM MfittHSVMTI EM SW6/S5l/fl27l em mm/ct/mti EM 91M/355VBZ7I EM MW/BM/6271 eh amixsvizn EM SUM/393/BZ7I EM M4/35I/K7I EMSwc/sa/een EM 9WC/3SB|/fl3n .EM 90W39/M7I EM M4&/3SVB279 EM SUW/S9/8E7I EM MW55I/K7I EM 9B46/39/IB7I w mw/33#/k7i m MW353/8271 EM SMM/35I/S27I EM SMtt/3SVBZn SM4/SM/KW Bfl 5WM&/353/W7I maawssven EMsawas/een st utc/sa/en ( IB ( LI* ( Lll f Lll ( LI4 1 LU ( LI3 t LIS ( LM 1 Lll ( LM ( LI7 ( Li* I LI2 I LM < L37 ( Lll ( LB < LM ( Lll t Lll ( LM ( Lll t LB 1 LB 1 LM I 2.9 ( L13 < LM ( LM M/1`9 4/4 M/1`9 4/4 9/4 4/4 9/4 4/4 4/4 4>4 4/4 4/4 4/4 4'4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 4/4 mo . m DSU 024337 mJ ADAD21-010920 HARTOLDMON0031897 03/04/99 12:13 NO.030 032 General Test Laboratory Building Number 8 P.0.00*2641 Birmingham, AL 35291 Alabama Power A. (Eertiftarte of (Analysis TD : BL J. . BOTEIf iusssst wneat CB8QB1E MOTS, DESOUPTIWs MU5RM 13, 3# I 8, ani MSB 01 EPS? SHE T EM S ESOT DUE > 6/17/33 3M OffiE/TDE! H/Za/33 11tX l LOCUTION MNB : Ml 1ST CFQBCE SSLT tuns ltMlnlorcfenm l,H)ifif>larotwu* Pmtfiion EM 90U/SS/S27I EM 98W/339/BS7I EM MttCTVfin ( HM ( LIT < Ml M/tl I I This Cirtlflcata ii for the phyiiul and/or basical duracttristia of tta sale a Mi&aitttd. Do Utaratory ome attaet to tfta origin art upr imitation of tts unit. CCi L U. 4 mu. 0$W 024338 MV kUI wr. mufsia MLmuuEsiw 5 - SI ADAD21-010921 HARTOLDMONOQ31898 03/04/99 12:13 NO.030 D33 General Test Laboratory Building Number 8 P.0.00*2641 Birmingham, At. 35231 (Eertificaio of ID : at J. .1 SOCPEY BBHESSj MU-MU COWJJWTE MDfffSS. DEScflimaj maiisiw to, sw i h, bitw sol, midi to qit ppcd prop. TEST fSFS&S. PO, 1245 n, 124 pa isi BO. 1232 Pa 1248 pa tat pa leu Mnioiloracyeleoeitiaim tetnuitthylm Bii'rWJilanjiaoBrooylfthiP 1.2. *-lrielerobniimi Naththilm HnadilaroiMtidjm fcrthnsene tezatBIbithncm amalfllPji ae amslSlFloornthanB toctoikinuBTsilhm Benttlg.n, DPsrylma (hysm MbMWU.h)ftwtftr*ai< Pum Incm (1. i, 3-e.2) Pyrene Phmntmwa Pfrtf naorutiuni fctylbsnxyl is(2--nlcrwrtlt])|U Bis Q^eileraftlnir)vOim 4-finwoinyl aneiyl rttw EM Si 0*6/3550/8881 E?fi su a46/2sa/iaaa EM suS46/3za/sea0 EPfl SU M/322/B0M EM a 046/3550/6888 EM SU 0*6/359/6989 EM 91 646/320/8850 EM 91646/320/271 EM 91046/3556/270 EM 91646/3558/6276 EM 91646/3556/278 EM 91046/258/8271 EM 9946/3558/B271 EM 9946/3556/6270 EM 91046/3551/6271 EM 91046/3556/8276 EM 91046/3556/6278 EM 91646/3551/6279 EM 5946/3556/6276 EM SU646/3S5B/6270 EM 5846/336/6270 EM 9946/3S56/62TO EM 91046/251/2279 EM 9)046/3556/6279 EM 91646/355/6271 EM 91046/3556/279 EM 51046/25/6271 EM 91046/221/6276 EM 91046/3556/6270 EM 9U6/3E58/279 AAlabama Power SPORT WTO : 45/17/13 SWLE M1E/T1K: M/20/33 14:88 SmEMABES : 23940-6863 LOCBTIW lUffiEt : * 6E5U.T ( 185 ( 0.65 ( 6.0 ( 6. B5 < 9.03 5.00 ( 9.25 ( 1.1 ( 8.2 ( LU ( 0.17 1 0.67 1 12 ( 0.2 i tie ( 1.91 ( 1.90 t 0.50 1 101 ( 199 ( 130 { to i na ( 107 ( 170 < 173 ( 19 1 113 1 0.17 < lit WITS 4/4 4/4 4/4 4/4 6/4 9/4 g/vj 5/>3 9/4 an/Vg *j/4 e/kg 4/4 4/4 4/4 */4 9/4 /4 4/4 4/4 6/4 *5/4 4/4 S/4 4/4 B/Wg 4/4 4/4 4/4 4/4 0$H 024339 UIB la. |i|l ADAD21-010922 HARTOLDMONOQ31899  ^ -l, / n/Hw i a : cyi-'M 03/04/99 12:13 = Duster fi. Woodrow; Page 3-4 NO.030 D34 General Test Laboratory Building Number 8 P.O.Box 2641 Birmingham, At. 35291 Alabama Power A Certificate of iVttalgsis IQ ilDl J. H BQDFSY ASMS55: l*rH038 CCRPQWTc HDflTSS. tE50nPT]: MilSTW IS. SM I H, OTTDi SSL, PMM TO HIT APCD V&. REPORT DOTE B3/7TO SRMU MTE/TK: tt/B/B M:B SMtiMMER . UCATIQM rtfSES : (W 1ST ICrSeCE E5U.T BOS V-Qlloromnyl eranyl tthfr Oi-n-butrlontlulati 12 Oiailorotmiidin* Dittftyl altruists DiatXyl ahthiljti 2,4-Qinitncolutna 2, fi-Oinitrotoloena DHmetylirthalati HBUStloroftlure IteGhorwa NitrabennfK N-kitrowoi-n-cropylMif* Stll2-ttiyIheiyl) Bithilati S-Chloroanwil HlitPocMns! 2,4-OiMthyiehml StHltnlemtunol t-Qllor^Htettylehsml 2.4 G-THenlareenml 2-Oiteronun(tkilm fcwumhm 2. Wimtranercl XitroenuBi 4, Wimtre-2-fWhyldunoi tHfitnrtodimnlraaii* Pvtaenleromwl MuoitBroamr* Phiisl Bmidtw 1.2-Dionrnylriymjinata tetww) . spa sww/sa/azTi ( 113 Em 9tS*G/K/?g ( Lit EPO SUMA3SSI/627B 1 2.GS EPQ StM/3Sty8279 ( Lit EM SHW/SS/BZtt 1 Lit Em SUM/SB/B27I 1 Lit Em aa^/23B/S27i < LB Em M*/334/B71 ( L* Em S44&/E59/B7I ( LI3 Em SHMS/250/K71 1 LB sm EUBV/Sa/S27l 1 LB m sitwwt/ten f Lit wmwssutm ( Lit Em W6/33t/a27l r LI7 sm 9iM6/3SB/KTt ( Lit sm wu/sst/azTi 1 L12 Em aiBw/3S9/azn 1 LB EPOM/3!S/B7t ( L37 Em SW46/22a/6271 ( LIB Em siM/za/fisn t LB Em wu/sven ( LB am suM/Ea/cn ( lit sm aM/3si/flsn ( 4.11 EFQ 9446/320/071 { L4t Em 9046/320/8271 . ( Lit Em 3B/32a/827t t ta Em 9446/330/071 < LB Em 9446/320/071 ( LB EM 94*6/3550/071 < 2.B EM S446/3S50/K79 ( LIS (/kg q/kg ig/kg tqflq g/kj q/kg g/kg g/kg g/kg g/kg g/kg g/kg fl/kg /kg q/kg e/kn g/kfl 1/kg Ifl/kg ig/ltg g/kg g/kfl ' g/kg g/kg q/kg D5U 024340 .rno Ik. hii ImnCmi " .3 ADAD21-010923 HARTOLDMON0031900 - ------ -- * ' ---- -..Mrjini 03/04/99 12:13 > Daster & Woodrow; Page 35 NO. 030 G>35 General Test laboratory Building Number B P.O.Box 2641 Birmingham, At. 35291 Alabama Power .A, Certificate of ^naljjsia to : a i. & atnet HBKSi lMQ3i OTPOMTE MOTE. ssoupnoii Mi5iw ts, saw i h. onot seb., puds to bit Ba m*. REPORT one : 85/17/32 SffU WIE/TDE: M/3/33 u: SWLE wed i 33ms-NE6 umnwnrea i tm TEST 6BBC EBLT unto IHOtwodithylllint 1,4-OichlerobBBme l'2-9idtlcrotaMM l(3-Didilontaise hratftion EPS 9dW/355MZ7t mraM/asi/en EPS 906/39/000 EPSSUM/39/n EPS 9W6/355I/B27I < 101 ( IK I IK ( M7 ( mi 9/4 q/kg. 9*9 9*5 nil Cnttficiti ii for the jhytictl nd/o* ctalul mnetvistln of the unli is wiaitted. The Uharitory cimet tttest to the trigin end reermtetim of the aetl*. CCj *. IL S. MIL CSU 0**341 unt hi CT tlmrcam MKISIBI 1 imi.cj--j * jm 1 HPHLfl jOTB ft- ^J . 3 -J ADAD21-010924 HARTOLDMON0031901 03/04/99 12:13 General Test Laboratory Building Number 8 P.O.Box 2641 Birmingham. Al. 35291 -* Dog-tor &. Woodrow; Page 3s NO.030 K36 Alabama Power Certificate of (Analysis td : n. j. n. Borar ADDRESS; HU-MM CBWCWTc rbOTSS. DESCUPTIDN: M15TDI TS, SAM 11, DITCH SSL. mm 10 ENTER ML 7.1 ABUT DATE t 13/12/33 9KU WE/TUBi M/2A/U i&q SAMI)W0 c 33M2MK7 Lmnomna: am TEST seFsaa RESULT inns PCS. 12*2 CO. 1254 DO. 1221 PC8, 1232 PCS, 1241 PCB, I23 PCS, lilt HiiachlerecycleDentidim RnmcAthylm Bis-2-Oiloroisoaroprlith*r 1,2.4-7ri cn imfimism NiontMlwe fowl loroguttdim AnthPictm SwjoWJftutirictni BewolAlPjm* BmiolBlFlueraMiim BaitslUFluorintMne UArrylm Ctryvni DiSemo 11, nltatnracm Flwrwt :ifi*roil.2.>e,diPyr* Pimantnrtne FluonntNne Butylbruy) Rittulate Bii l2*en1amthy1)ethr Biiia-oilerosthciyJMttw 4-3raeenwqrl Dhaiyl ItM* ' - EM SU Mfi/3550/BUS 08 M/3Si/6UI EM SU A46/3530/BBI EM SU M/Xa/BMI EM SU B4/3S5e/S EM SU W/J55fl/6Wa M 91 M/St/BM EM SUB4&/3SU/Bc7l EM 5M6/3SSB/627S EM SHW/JSI/B7I EM M4S/3S5S/B27I 06 EU846/JS/227I EM W44/3SS/6271 36 SUB/SB/KTI EM SUM6/35SI/I27I EM mnsSUtm eM 9M&/3S5I/8271 - em suM/ose/sn E aw/3sa/a2n 3A 3UM/3SS9/6276 56 9W6/3S5t/t279 56 M4E/3SS/627I epq sawjsa/em 56 5W46/3S6/I27I 56 9BB/35S/I27I EM Sfl46/3BI/27I EM 5HS4E/3SSS/B27I EM M4E/25B/627I EM M4CAB9/B27I 5A 5UM/25S/B271 < LB ( LB t LB < LB 1 LB 14L 1 LB ( l. ( LB ( LB ( LI7 1 LI7 ( LB 1 LB ( Lit { 1.B ( LB 1 LSI ( 3.B ( LIS I 13 1 LB I 12.23 1 LIT ( L7I < LIS 1 LB ( LIS 1 LB t Lll q/q 56 q/q q/q q/q q/k q/q q/q q/q q/q q/k| q/q q/k q/q q/kg q/kg q/kg q/kg q/k, q/k| q/kg q/kg q/kg . q/kg q/k| q/q q/q q/q q/q q/q ! i OSW Q24342 1* ADAD21-010925 HARTOLDMON0031902 03/04/99 : i our~iui; 12:13 General Terc Laboratory Building Number 3 P.0. Box 2641 Birmingham, Al. 35291 "> Doatsr a. Woodrow; Page 37 ND.030 037 Alabama Power (Eertificate of .Analysts TO t al J. BBFICV ADDE5S: 1UM&39 cospowte toons. DESomnini mmstoi re, sm> i i, onn SEB., Mis re area m. r.i COT (WE : 6/12/33 S4l DBTE/TDfc M/SS/S U;4 SW-C MSB i 33MSHM7 LDCBT1W NM9 : AM . TEST &2EMZ (E3LT IMIS 4-OileroDunvl gncnrl w Di-n-outylaitiulitt lJ-DiaiLerot*nudii Diethyl mtnjUtt Oiutnyl sitftilati i, Htinitraieliiew IHlinitretolBti* HnicfilgrocthaM lso^wron* Nttradaicsna iHbtrasedi'it-enoylaiM 3i)t2*tliyUiHyl)nithilita 2-Qilorconnol a-Mitroenml 2,1-fliennylcfwwl 2,4-Oienlomrarel t-Qtlflre>3Htotnylmnol iAKriailormrenol S-CMwwmtmliw Annuhthtic SiHluucraflntMl a^iitroanml *i fi-Biwiti'D a Mthyieenoi .`'HittroMflipnfnlvwini Pwitiatlcrothwiul tttushlorrtenae* fftCMl SBitiaine lT2-9ipnH>fltt)4rizintlv taainaan) EM 9M/3S9/B27I EM SM/JSI/aZTI EM M46/2S9/K7t EM H4/33U/B27I EM S44/H53/8Z7I EM 9B4&/3S9/I37I em MM/aa/a2n EM SUMC/3S9UlZre EM SM/33/6Z7I EM SW4/3S3/627I EM SM6/339/B27I EM MM/SS/KTl EM 904/3531/1271 em MM/3SSa/en EM SS4/S9/827I S SM4/S5I/B27I em w&neaivm ' EM 9D4/SAK7I ' EM 9US46/3SS9/DS7D EM EUM/S5I/S7I 90 5UM6/3S5I/S27I EM 904/3351/3271 em suM/sa/aen em DM^sai/aare EM 9S4/SS/827I EM 904/3351/8271 EM 904/3S5M27I EM 904/3251/82)1 EM 904/3551/8271 EM 904/3SM/827I < 119 1 111 1 163 ( 111 1 All ( All < AM t 14 ( til 1 AH t AM ( All ( AM ( A17 ( A14 ( A12 ( AM 1 A37 ( All < LB 1 AM ( 111 ( All t 1.4 1 All t AS ( AM 1 AM i IS 1 Ll3 4/4 mm mm mm rn*m 4^4 4m 4/4 mm 4*1 mm mm wqflq mrn mm 4*1 mm mm mm mm 4*1 4*4 4*1 4/4 4/4 4/4 4*1 4*1 4/4 . ' . OSU 02^3^ tino i .Ml 2* ADAD21-010926 HARTOLDMON0031903 03/04/99 -+-/ fcffc* n * : JUh'M; 12:13 > Doster & Woodrow; Page 3Q ND. 030 GG8 General T*t Laboratory Building Number 5 P.O.Box 2641 Birmingham, Al. 35291 Alabama Rower ^ Certificate of JVnalgsis 10 : Mb x. R. amEf aaessi ivHpi oomviE wins. DESOIPTHKi MU5TW18, SMI f !, DITDI SB., PBin ID ana Mb T.S. WOT MIE I W/12/33 SMIE DBIE/TUCi *4/28/33 13i4l SM MHO- i 3SMHE1 ucmauuea i a* 1ET HdtraBdiattqrliBlna itHUceioreumvit 1, a-OitiUorafanzinf bJ-Dicfiloretiimm Paritnisn EPR 9W6/339M27I EPS SUH6/355VB27I E awwswaw EmsM/sa/e* W SUBK/ZM/san CS1T ta mb b* LI7 an inns ajftf q/k| ugAf eg/tf S/M Ihie Ortifiata li for the cfryriul od/v ehneil dimrtertrtia *f the \ olv u Mitted, The Utarttvy uwl tfttjt to the origin and ma imitation of Ih* mhU. CC: ML a 1 HILL 05U 024344 MW IblmI WM LE51E8 HMUHBIV 3- ADAD21-010927 HARTOLDMON0031904 03/04/99 roupm; 12:13 General Test Laboratory Building Number B P.O. Box 26^1 Birmingham. Al. 35291 NO.030 D39 Alabama Power A, (Eeritftcate nf ^nalgsts to : m. j. m. easner (WESSi HW-M31 COmSATE IttJTBS. EESOHPnn: WfllSTDN TS, SPO 1 J, 01TDI SSL, 8FTEB COCHETE (SWT DPTC : 05/07/93 SMIE tMI&TUC: M/2fl/9J t3i39 SWLE nMO : 93MHKI unnoi turn : om TOT flEFUSCE BE5U.T wrrs oat ms PCS, 1221 PCS, 1232 PCB, 1242 PCS, 1241 PCB, 1254 PQ. I2S8 Pa 1242 Pa 1254 pa 1221 Pa 1232 pa -iz4s pa i2si pa i9ib HnvnJorscydsaaitidim AceuMtftylm 3it-2-OilorQiuBrssyl*thar HliPtMlM Hracfllonaufeaditi* Anthrictn* fazolAlfMimetm SnootM Dylans BvuoIB) Fluoranthane Bamoftl PI BaraMiwi* B*M8g,h,i>P*ryl4* Chrywn* SibniomnlAithricm Plasm Intmll, 2,3-e, dlPynra ' EPO 0889/505 EMP889/585 EP0PBS9/515 EM PU9/585 EMPB89/M5 EM PBfl9/5B5 EMPB89/585 EM O 846/3558/BUI EM sU 846/350/068 em a 046/3S5a/Beea EPP O 84/3S58/6880 EM O 8*6/3558/8888 EM O 846/3558/880 . GPU SU 046/355100 EM 0846/3556/6278 EPA 0846/3358/6271 EM O846/3S50/627 EM 0846/3558/6278 EM 0846/3350/6271 EM 0846/351/8278 EM 0846/S5B/627I EM 0846/3558/6278 EM 0846/353/8271 EM 0846/3351/8278 EM SU846/3S58/827I EM SUB46/3S58/B278 EM 0846/3558/8271 EM 0846/3550/6271 EM O846/3330/BS7I EM SU846/3S38/827I 1 8.1885 ( 8.8815 ( ILBN9 ( 1180 8.028 ( 8.085 1028 ( 185 t 185 ( 185 ( ie 1 to 95. ( 113 < 1.1 f 186 1 to < 107 < 117 1 to ( 1C < 111 ( LO ( 191 ( 191 ( 3.0 f in < 131 < in 1 12.23 O/i i/i 9/1 9/1 q/l 9/1 g/l j/4 g/kg q/kf g/lq q/kg 9/4 q/lq 9/4 4/4 9/4 9/4 4/4 4/4 4/4 4/4 4/4 . 4/4 4/4 4^ q/4 4/4 4/4 4/4 mho *. mi OSM 024345 -J ADAD21-010928 HARTOLDMON0031905 eceived: 3/ 4/BB 12;30PM; 03/04/'99 12:13 -= Dastor & Woodrow; Page 40 NO.030 P40 General Test Laboratory Building Number 8 P.O. Box 2641 Birmingham- AL 35291 Alabama Power ^ Certificate of Analysis TO ( ML J. a. GCDffiEV tttfESSi l-88 cdrpomte Kinns. oesraiPTimi flwism is. sw j, dhw sel, after okeie now ME I By17/33 smpi omumci umm Us3 SmEWPSa I SW9A-HU ldcotioh mesa: mi 1ST ISRR9CE fE9LT IMIS Aanantnrm Dyrm Flgonntnm hityibanyl ftitnilaia lis(2-eftIgreethylletnar Bis (2-ml ?r*thoiyltatlum vtaMtAntyl tfimyl tthrr 4-Ctloretfienyl phmyl attar Di-frtattylrtittalita XT-Dinlorpaanii dint Kathy1 snculita Dirtthyl phthilati 2,4-ilinitrotoliaw* 2,6-Oinitretolw* IH'irectyl mtlulite Huachlartatfuiw iMBWrae ' Nitrobtntr* lis l2-etftylhiyHithjlt* HMvwicml 2-Nitrettanol 2,v-3itathylBhml 2,4>0icnleragnml MJiloro 3 tallrytehwwl 2.1.6-Trienlprocmnol ^OilorcBimthjJpa Aeanahuiita 2,HKnih-satanol *-^itroprm>l epa 94*6/39/8278 M 94*6/39/8271 EPA 94*6/39/8278 EM 94*/29/B27l EM 94*6/39/8278 EM StB4/S5/B27a EM 94*6/39/8278 EM 94*6/29/627* EM 904/3550/827* EM 94*6/39/8271 EM 9446/39/8271 EM 9446/39/8271 M 94*6/39/8271 EM 94*6/39/8278 EM 9444/29/6271 EM 94*6/39/8271 EM 9446/29/6278 - EM 9446/39/8278 EM 9446/29/671 SA 94*6/39/8278 EM 9446/39/6271 EM 9446/3556/676 EM 90*6/39/8271 EM 90*6/19/8271 EM 918*6/39/8271 pn 94*6/39/0278 EM 94*6/39/8271 EM 94*4/39/(271 EM 94*6/39/8271 EM 94*6/39/8271 ( till ( 6.78 ' 1 8.73 ( 1.38 ( 8.15 ( 8.17 ( 8.18 ( 8.15 ( 8.18 ( 2.65 ( 8.18 i 8.18 1 8.18 1 8.M f 488 ( 8.83 1 IBS < 1.88 < 8.18 1.8S ( 8.17 ( 8.14 ( 8.12 ( 1.86 1 8.37 I 8.18 1 8.83 ( 8.88 ( XII ( 4.18 ^/feg q/kg q/kg g/fag q/kg q/kg q/kg q/kg qAg q/kg q/kg q/kg q/kg q/kg q/kg q/kg q/kg qAg q/kg q/kg ag/lq q/kg 9/4.q/kg q/4 q/kg q/kg q/kg g/kg q/kg 0MI I-mo Wm. Ml Am i Smmm OSH 024346 l -J ADAD21-010929 HARTOLDMON0031906 03/04/99 12:13 nn ; - Doster & Woodrow; Page -q-1 NO.030 General Test Laboratory Building Number 8 P.O.Box 2641 Birmingtiam, Al. 35291 Alabama Power (EeriificatE of ^nalgsis IS iAU 6BF1SV ttOSSSt MHOS casomE MBT1B. DESCMPTKXf 4MII5IW IS, 9W * J, onW SI. IFTER CBCE1E soironE : mmra ssmtnemobieta/tdess M/aro mmomiGS s mi 1ST Erases E5U.T tuns iHKtmodidtnUyaint Anudllorootoel feudilorateram Anna! SMiidiia L2-ft0uftylty4rnini(ti fcofaram) tHUtmedlMtiiylnim LHlctiJapetaniM I. J-WdilorobruTi Pirtthioi EM smuisi/en m aw/aa/B* 00 9WS/3&/&I emsm/smsti EM SSMHSa/Wt EPB9B/3SMZn EM SM/39/K7I SA SM/Sa/GM EMW4fif3a/K7 m wu/aa/en EM aW^Sa/BETI m wtf/aa/en ( L ( 111 ( 43 ( 119 ( LB ( La ( LIS ( La ( LB < LB 1 LIT ( Ltl |A| g/lg */k| ^ly gA) #Ay 1741 ih Ccrtifieiti is for tM chpiesl Ml/or dories! riwkriit|ci of ttw ulo as nbrittM. Dm taoorKcry emot ittnt to the vi|i ri rtmonUticn of to# laaili. Cl ft. a. S. MILL OSU 024347 -55S------------------------------------------ (mo (Kin PILEa a ML LETS w.cm-- n -fJ MOAUSTOI Cmr ADAD21-010930 HARTOLDMON0031907 o v ,- j. oi_i o/ ** / titj i id : 03/04/99 12:13 pm; Genflfal Test Laboratory Building Numbsr 9 P.O. Box 26*1 Birmingham. Al. 35291 Doater & Woodrow; Page NO,030 042 Alabama Power Certificate of Analysis it i n.saner ^ ^bmbt one : B/r/33 AOMESSi IW-OM aumafiTE nuns. OESSQPnCN: WUSHU 15, SM> I X, DITCH SSL, Mlffl IQ QSOETE OITCH SRMU WlE/TDCi M/2I/S UiO SAMPLE HMS : 9B2MK9 ucantH rum 1 fm TEST Fs3M BOULT IMT5 00, 1242 PO. 1234 00. 1221 , 1232 PO, 1242 PCS. 1268 PO, 1016 feittftlarceyeluCTUdiM teugnthylo* SiHHSiI ereisopnrlottar 1.2, ^-TrienlarefamM Nuhttulm Hrudilorebutadim* Antiractna hnalOltethPKM BcraatRlPyrtna tantBI Plaepankhm Bn<k)riurvthn hngl^iulPvylmi Orrysw* Dibmol1. tilflntftncM Fluor** lnam(1.2.3-e. dlPyitM Ptaninthna* Pyrin Flsaruithim Butylbeny] Phthalita Bis (5-eftl snathyl)thm 9iil2-tnlorattav)M)uni 4 CrBaacnwyl tfavyl vtlar to a M/assa/aua CPA 91 146/3351/619 EM 91 B46/3S9/M9 EM EU I46/359/8IH EM Si W/59/889 EM Si B46/355V/MM EM Si M/ESB/fittl EM S04E/3S9/B27B EM 9046/2550/8271 EM M46/39/B27I EM 90*6/3358/8271 EM 9*46/201/8271 EM 9046/359/8271 EPA SME/3SB/I27I TO 50*6/3538/8271 EM 90*6/338/6271 EM 9B4E/B5M27B ' EM 90*6/358/6278 EM 90*6/331/6271 EM 9046/351/6271 EM 9046/359/8271 EM 90*6/39/8271 W 5046/350/6271 EM 90*6/39/8279 EM 90*6/39/8271 EM 90*6/33/BZ?B EM 9046/53/8271 EM 9046/3558/BZ78 EM 90*6/2558/8271 EM 90*6/39/B27t ( t i Lfl i to t to ( to 27. ( to ( l.i ( 106 < LM ( M7 ( t!7 ( to ( tc t22 ( LM t 19 < LM ( to ( LB9 ( ia < te i 12.2s < t!7 ( L7I ( 173 ( 19 1 11$ ( 117 ( 111 0*1 M*4 I'M M/4 Mft1 M'4 M*4 5/4 M/4 S/ta| M/4 M*l M/4 m/4 M/1`1 3/4 M/k| M>4 m/4 M/4 M/4 M/4 MA9 k/4 * m/4 M/4 M/4 M>4 9/4 m/4 ^ilCinn m OS* 0243*6 fc~~' "-"T 1 ADAD21-010931 HARTOLDMON0031908 03/04''99 12:13 General Test Laboratory Building Number 8 P.0. Box 2641 Birmingham. Al, 35291 -> Doster & Woodrow; Pago -43 NO,030 D43 Alabama Power mL (Eeriificate of J\.nalgsts TO i ML J. A BBPfiEV ADDRESS; t*N-U CORPORATE HUMS. KSOUPriW: MiISTlII 75, 5BM> K, Dl7tH SB., PUDS ID CBCfiETi DITCH RBWT BOTE t K/I7/1J SnWLE DBIETrUC: 14/21/73 U:KS SOCLE NIKI IDDtTlW MlCER : M TEST KrBQCE E5UJ IMTTS t-OiJoroMnyl BMnyl fttar Di-ireorylcntiulate 13* -Oimlmfitnzidii'* Diethyl EhtMUt* OiMtftyl pntiulite SfHiinitrfltaliaM 16-DinitnJtfllBBa DL-n-ortylchtluUt* taiidiloroetlwa iBedwm Nttrotwnieia iHtitmodi-n-flrooyluini DisI2-fthylhnyl)tfilat 2'Oilorognenl Mitraeruml 2.4-0iaithylshl Z.4p0icnlereinme] 4-Oriwo 3-Wiylflwral 2.4,6-TricilBTOherol 3-Otlarana0ithtlm fcauarthene 2,4-flinitrwranol *Htitrotfawal 4. HHBitro-fi-WhylBhwi tHtitraodidaniyariN Pmtacnloratfwei . IfudilerotemM ' Panel Brsidita 1, H)i snrryDryeruii*<* fiinlaiu--) M asu/mi/asTi EM 9B46/3SM27I W SUBtfi/SN/BSn EPS 9fl*6/359B/B2 EM SUM735SV6E7I EM SO*6/3SMZ7l EM 964E/33S/BS7I EM 9U46/355VRZn BO 5B4&/3SSI/K7I EM SU4&/39M27I EPR NW/3J5I/K71 SC 5UM/SS/I27) EM9M/39ME7I EMaM/3S/aZ7l etamimiien emsum/smbti EM MK/S9MB27I EMMMAB9/0Z7I EM 9M6/359HK7I EM9Mfi/SSM27t EM 9lW/3SSVBZ7i EM4t/39M27l EM 5UB46/3S59/6Z7I EM 9046/339/1271 EM9046/SV827I BO SHB*/33SI/82TB mwnnsutsn EM 9M/3SVS271 EM 9B46/3Si/B2n EM SNW/33I/K7I ( LIS in t 2.E3 ( Lit < 111 ( 111 ( M4 < L40 t Ml ( M3 C MB 1 111 IN t M7 1 114 1 112 ( IN 1 137 1 111 t IB f IN ( 111 1 *.19 ( 1.41 1 HI t la i in 1 IK 1 2.3 I 113 9/kg q/k* q/*C q/"l N/kf q/kf ifVk M/kl . qA| g/kg q/1(| q/kg q/k| q'k* q/k| q/k| qAg q/k| qThg q/kg q/kg q/k* . q/kj* qftg qA) q/kg qAg q/kg q/kg MHO t.MI 03U 024349 i *3 ADAD21-010932 HARTOLDMON0031909 03/04/99 ic*oi r-iwi; 12:13 General Tasi Laboratory Building Number 8 P.O. Box 2641 Birmingham, At. 3529 T -> Doater fi Woodrow; Page A-A NO.030 P44 Alabama Power A (Esrtificate of (Anal^ats TO : RL J. L fiSHEr R0ME5S) IOM83I CDBPOHIE wore. DE3*IPTHlh M<1S7TM 75, SOP t K, Dim SSL, PRIO) 15 COCSEIE Dim SORT OTE e/r/S3 SHOE MlE/nCl M/SN53 UiB SORE Him 1 33MS-M63 UCSTIBi HNO : Ml 1ST 16090 OLT (JOTS dHUtroBdiHChylaeiia LHHaiordareav l,M>idilanb*aa* Pmthlen EM 9M/39/K7I EMauMt/ao/en PS 9MS/339MS7I PSOM/SI/En B>Q 9ME/259/e i i.a < LB ( LH i tr 1 in eftt gAg M/M this Certificate ii Fer the diyeicil and/or dwical dareetrietia of the ueole h nftritttd, the Uhoritarr umt ittect to the origin ad ria mutation oi the ueoic. Oi ML U. 1 mu. DStt 024350 nes imli FILE: Q uu~ mtusia 2SEWKLOUESRH 3 J ADAD21-010933 HARTOLDMON0031910  *l 03/04/99 12:13 . . flpa-25-33 r.CH 15:21 -> DoBter & Woodrow; Page APCO GENERAL TEST LAB. FAX NO. 205 250 1354 NO. 030 G>45 P. 01/03 General Test Laboratory Building Number B P.O.Box 2641 Birmingham. Ai. 35291 Alabama Power (Eertificate nf Analusis id * . i, a. sooner aaHEss: lUHeaaa aware icons. ksbuptiohi nniisiw rs, wple i mi KWr we t awatm SWl DflTE/TlflEi M/1&/33 11:11 SAW* HHSK i ocmnNUMED i m 1ST wsc K9ULT WITS pa. ism PCS, 1251 ca. 1221 PO, 122 Ki, 124 PCS, 126* PCS, lilt EF* 91 M&/39B/MM EPS ft ett/SSNSIM EM tt W3B/NU W9IHV995VHN EMEU WSSl/IItt EM 9U W/39/MI EMBtw/xsvan anafi ( 1.18 < a.es ( MS ( H6 195397. 1 M3 g/lcg i/ha g/kg g/k q/kg i*a g/k| 2-rz QMCKTS: Fiild Inrmitioni Pocsibly Sinister Ms CtriiflMta is for tha physiol ind/ ehninl ehirderisltei of Die Mfill as islaittid. ft* labratary eimot attest to the origin and rtortsmutim of IM saaoli. Si i*. i 1 HILL OSH 024351 I Bn*., ir^i I Wchm /> ADAD21-010934 HARTOLDMONOQ31911 83/04/39 12:13 APR-25-53 KON 15:21 APCO GENERAL TEST LAB. FAX NO. 205 250 1554 NO.030 D4G p. 02/G3 Gmtul Tear Laboratory Building Numbar 8 P.O.Box 2641 Birmingham, Ai. 35291 Alabama Rower A Certificate of Analosis to mu eosncv ^ remit we tvam OUBSr lUHta SWLE OnT&niCi M/U/S fi:5# DWOHTK fUTttL KSdiPiioii flwisw is, stmt i SMU MMER S3H1MW unnn im TEST EBBCE SILT mrre PO, 12tt PO, 1254 ms, isi MB, 123S pci, vest PCS, ISfil MX, 1114 EM6M/SWMN EM 91 M6//iail GMS W/S5MM EM 91M/SSft/MM EM SH M/SSt/MM EMSVHMOI/iaM 9ASHM&/3S/0M 4*14 t AC 1 46 i 46 1 46 16X3. 1 46 ag/kg g/kg qAg g/kg g/k jAf (&oLfj ZrfLp -- La (ft it WCXTlii Piald Infemtioii fenibly Sariat* Ih| Cartiftuta it for Uw phytical and/or ctwrtnl durtrittiei tf tha uagle at suferilted. Tha laboratory cannot attest to tltt origin and rm-mnUtion of tha uaplfc Ei 6. 4 5. HUL DSU 02*352 rossjwss- n.\ A ADAD21-010935 HARTOLDMON0031912 03/04/99 I 12:13 " *?* " I MONann Htn Si* BgaiOi'x* 8a2fr*' 9inrntqnin. Uuini J339T `fiMWii US JJB-'OOO -> Doater & Woodrow; Page NO.030 t?4? A --na Power July 16. 1993 Hr. Vi111a* L. Defer Monsanto Cheaieel Company 300 Blcainghu Highway Anniston, AL 36201 . ` Rai Monsanto's LandCl11 on AFCO Property Dear Mr. Defer! As you know, Althaea Pover Coepeny (APCO) has been investigating tad evaluating the facts and clreuastances associated with the recently discovered seepage of FCB-contamlnated material froa a landfill created and utilised In years prior to 1961 by the Anniston ehealeal manufacturing facility of Honsanto Cheaieel Coepeny. The landfill in question is on land now owned by APCO by reason of a conveyance in 1961 performed st Monsanto's request to exchange the subject land for other adjecenc land then owned by APCO but needed by Monsanto for plant expanalon. Our extensive Investigation and evaluation has led us to several Important conclusions chat ve Bust discuss with you promptly. Ve believe It Is in the beat interests of both APCO end Monsanto chat va work, together to resolve these Issues without delay. Ve believe the environacntal conditions oo the subject land and the clreunscanees of ownership and landfill operation make Monsanto liable under the Comprehensive Environmental Response, Compensation and Liability Act of 19BQ (CERCLA) for the costs of responding to the problcn. In short, Monsanto created and operated a "facility" which has "released* a "hazardous substance", all within the neanlng of CERCLA. Vhlle APCO now owns the land where this "facility" is located. APCO'a lnvolveeent with the circumstances and activities chat ersace Monsanto's liability under CERCLA are scrictly limited to having accepted in 1961 ownership of the lend which Included the abandoned landfill. As between Monsanto and APCO, therefore, va believe chat Monsanto should reeognlza Its responsibility for this site and cake steps laaedlatsly to assuaa responsibility for end control over the environsental assessment and reaovsl of renedial response that nay be required. Ve are prepared to cooperate with you to facilitate such action by transferring the subject land back to Monsanto, subject to agreeeents defining the relative rights, responsibilities and liabilities of the parties. OSH 02*355 ADAD21-010936 HARTOLDMON0031913  = ; o^h'M ; 13 -> Doster & Woodrow; Page 4e NO.030 P4B JUTCO it consisted to complete eoaplianee vith all applicable envlronaencal lavs and regulations and, nora iaportantly. to responsible action to procaet tha eoanunltles wherein va live and oparati. Va haliava Henoanco has that itaa coeaitsent. Assessment of and appropriate responsa to this slta oust be perforsed extready tsisfully, coruidarlnf its history and usa. Only Moosan to knows all the details of tha construction and usa of this landfill, the sthods of disposal and tha ehaalcal wastes that vra placed there. Monsanto possesses tha technical expertise and facilities that vill ba necessary for an appropriate assessment and responsa. Because va believe Monsanto ultimately vill be held responsible for response " easts at this site, our proposal gives Monsanto an opportunity to eontcol costs and enploy efficiencies that nay be available only to Kansanto. You can understand the Importance of this issue to APCO. ftalevant state and federal regulators are anxiously avaltin* the laitlation of nore comprehensive asseassent of the site end expect to begin designing sons cesponss to the eontanination discovered chare very soon. Couunlty leaders have been lnfoned of the site end its status and are likewise expecting appropriate action to protect the public and the envlronnenc. Ve believe the aost effective end efficient approach Is to resolvo innedlacaly the issue of responsibility for the site between APCO and Monsanto so that utters of environsental responsa can bs perforsed by the aost appropriate party. . Ve value Monsanto as a cuscoaer and hava nade every effort to behave toward Monsanto in this situation as vo would have another company bshav toward us. Ve have stated our position end proposal on this issue of liability and responsibility and must ssy quite candidly that It is iaperative chat ve have inaediate and fruitful discussions on this issus vith you. 1 look forward to working with you to resolve this inportani natter promptly. Sinceraly,1 Villard L. Bowers OSH 024356 ADAD21-010937 HARTOLDMON0031914 H ecelved: 3/ 4/99 12:32PM; 03/04/99 12:13 04/23/03 12:40 20S 230 4340 > Dooter & Woodrow; Page 4-0 NO.030 P49 APC0/E.W,AFFAIRS -- MONSANTO ANN1STO Qo02/D03 Fact Sheet Discovery ol Contamination at tha Annlaton Transmission Substation April 23, 1993 X. Sits Location and Bistory Alabina lover Conpany ovna and operates th* Anniston Trmnsaiselon . Substation, vhleh consists of three electrical svltch yards on approximately 33 acres of land. Portions of this property hove been In use for electrical opertting purposes since 191B. The substation property is located two alias vest of Anniston, Alabina In Calhoun County, on the north slda of Highway 202. It 1s bordered by the Southern and LAN Railroad lines on the north, property owned by Honaanto Chemical Conpany on the east, Blghvay 202 on the south, and Old Coldvatmr Road on the vest. The southern half (13.3 acras) of the substation proparty vas ovned by Monsanto Cheelcal Conpany until November 27, 1961. At that tlaa, Nonsan co eenveyod the pereel to Alihans Povar Coapany In exchange for adjacent property then owned by Alabaea Povar Conpany that Monsanto needed to expend Its plant operations In Annlaton. A distribution substation, a portion of a transmission switchyard and several pole structures era now located on the pereel obtained In the trade with Honaanto. Access-to tho alto Is prevented by a security fanes. Until very recently, the parcel supported a thick growth of kudru. Roughly five years ago, Alabina Power Conpany began to renove this kudsu end otherwise Improve the appearance of tha southern half of tho substation property. By 1992, nost of the kudsu had bean removed. .- II, Discovery of Contanlnaclon As part of Alabua Power Company's ongoing environmental assessment ___program, a routlna Inspection of the substation was conducted on April 7, 1993. * Alabama Power Company enployees discovered a hardened terllke material which had apparently seeped from an exposed hillside and certain carbon electrodes eomaonly associated with chemical manufacturing. Tha Company began lamed lately to investigate end maaess the site. .Preliminary analyses of samples of the discovered material revealed significant concentrations of Polychlorinated biphenyls (PCBs). Initial screening tests Indicate that the material tested . could contain at least 31 PCBs, More sophisticated analyses are in process and vlU be complete next week. At this tlae, the conpUte nature and extent of contamination is unknown. However, the Conpany has no reason to believe the site poses any immediate threat to public health and safety. III. Source of Contamination DSN 024356 The contamination at the site is not consistent with the location and operation of this electrical substation. According to tha previous owner, the southern half of the subatstlon property vaa used as a landfill prior to Alabama Power Company*a ownership. Contacts have bean Bade with Honaanto to obtain all available Information about this site's prior use. ADAD21-010938 HARTOLDMONOQ31915 03/04/99 12:13 04-- 23/(3 12:30 t?2D3 230 4340 DoBter 8. Woodrow; Page 50 NO.B30 IP50 APCQ/ENT.AFFAIRS -- S0N5VVT0 ANNI5T0 8)003/003 XV. Actions Taken in Response As mentioned abova, Alabins Powtc coapany began investigating and assessing this site lenedistely after its discovery an April 7, 1991. This Investigation includes exsaloing tht Coapany's records related to the sit*) discussing the site with Monsanto, physically inspecting the site, end stapling tad analysing various eatarisls ires the surface of the hillside. Althaea Power Conpany today reported its findings to the national Reopens* Cancer, the Eavlronsentil Protection Agency end the Alabina DepartBent of Environaental Management, as required by lav. 2n addition, the Coepeny' la voluntarily notifying a nuabar of atata and local governmental officials, eoBaunlty groups, end coeeunity leaders. Purtheraore, the Ccapany ia ins telling a protective cover over the exposed material. Alabama Pover Coapany, in conjunction vith federal and atate authorities, now plans to fully define the nature and extent of the conteslnatlon. This vill involve a full-scale investigation of the site and the Inaedlata vicinity. The Coapany will seek cooperation in thli effort Iron previous owners of the sire who esy have iaporttnt infomtlon on hov ths sits vas used before 1961. Alabama Power Coapany is committed to ensuring that every necessary and appropriate action Is taken in response to this problem in order to protect the public health and the anvironatnt. the Coapany valcoaes any questions or eeosenta about the site. They should be directed to Bonnie Smith, Alabama Power Company, Box 129, Anniston, Alabama, 36202 or (205) 251-3302. ^^ j fa *&* $e7?/ ADAD21 -010939 HARTOLDMON0031916 a J.WOU ^ < *# t> i^:aapM; 03/04/99 12:13 OY'IS'M 12:21 ^20* Jlo 4349 -> Doster a Wood now ; Page si NO.030 AFCQ/EyV.AFFAIRS -- IONSjLNTO A.VMST0 D51 3 ooi NEST END SITE ANNISTON, ALABAMA ALABAMA PONE* COMPANY Introduction The Anniston Transmission substation aite la owned and operated by Alabama Power Company. The site consists of three electrieal switch yards on approximately 25 acrea of land. Portions of this property have been in use for electrical operating purposes prior to 1918. The property la located two alias west of Anniston, Alsbana in Calhoun County, on ths north aide of Highway 202. It is bordered by the Southern and ua Bail road lines on the north, property owned by Monsanto Chsmiesl Company on the east/ Highway 202 on the south, and Old Coldwatar Hoad on the wait. The southern half (13.3 seres) of the property w*b owned by Monsanto Chemical Company until November 27, 1961. At that tine, Monsanto conveyed the parcel to Alabama Power Company in exchange for adjacent property then owned by Alabama Fewer Company that Monsanto desired to expand its plant operations. The southern half of this property was used as a landfill by Monsanto prior to Alabama Power Company's ownership. The proparty obtained from Monsanto now has a distribution substation, a portion of a transmission switchyard and several pole structures located on it. Access to the site la prevented by a security fence. until recently, the hillside had been coverad with kudxu, ifforts by Alabama Power to Improve the appearance of the property resulted In the removal of the kudau such that moat of tha kudxu was removed by 1992. ab part of Alabama Power'a ongoing environmental assessment program, a routine inapaction of ths substation was conducted on April 7, 1993. Alabama Power Company employees discovered a hardened tarlike material which had apparently seeped from an exposed hillside. The Company began' Immediately to investigate and assess ths site, initial analyses or samples indicated the hardened material contained significant concentrations of . Polychlorinated biphenyls (PCBs), upon obtaining the sample results, boss immediate action* ware taken by Alabama Power Coapany to prevent any possible runoff of the material until a permanent solution could be agreed to with the Alabama Department of Environmental Management. Based on what we know at this time, va do not feel this sit* poses any immediate threat to public health and safety. Jteepmnae Action Htops-Complsted The Company performed certain response activities immediately to prevent potential impaet this property might produce on the environment, on April is, 1993 AFCO and Monsanto mat on sits and samples were collected to determine the nature of the material which was exposed on the hillsideBased on th'e type of material, additional time was required for analysis and It vae April 22nd before initial analyses was available. This PCS screen indicated the material contained PCBs from 68,000 to 90,000 parts DSy 024300 ADAD21-010940 HARTOLDMONOQ31917 03/04/99 12:13 07'lJ/BJ 12:21 Q10S ISO 1040 -> Doater & Woodrow; Page S2 NO.030 APC0'E>"V.AFFAIRS lONSAVTO .WISTD E?52 Boos per Billion PCB. Final analyses were Bade available on April 26th which indicated the highest PCB concentration waa 998,236 parti per million. On April 23* 1993 employees of Alabana Power company (AFC) placed black polyethylene plastic over the eite to prevent any additional contact between the exposed material and rain. The plastic was anchored down with wooden stakes and boards and an oil absorbent boom was placed underneath the plactle (along the bottom of the entire face of the hill where the material had beeoma expoied) in order to prevent any material from migrating into tha ditch which traveraea the property. AlaO; on April 23, 1993 AFC notified federal, state and local authorities, various public officials, the media and several members of the local community about tha presinea of PCB contaminated materiel at the fits. On April 27th a seating vae held between Monsanto and AFC personnel to discuss thee* results and further diseuaa the hietory of the rite and possible sources of the PCB contaminated material. Additional mampling was performed on April 28th on the property in question. As shown on Drawing 1, then results indicated the sediment eamplei collected in the dlteh contained PCB concentration! from 9 to 148 parte per million. One samplt vae collected from standing water in the dlteh and analyses indicated a pcb concentration of 2 parts per billion. The samples collected on top of the hill Indicated the highest value was only 3 parte per million. The results from the above sampling efforts were presented to ADBH during a Hay 3rd meeting in Montgomery. . Additionally, enough rainfall occurred on May 3rd such that samples were collected above and below the concrete flume Inside the fenced property. These results indicated PCS concentrations of 4 to 6 parts.per billion. On May 6th, ADEM personnel visited the site and discussions vere held as to AFC's plana for work on the eite to minimise any impact of this site on the environment. Based on these discussions, the following items were agreed to, with work beginning on that day and being completed by nay flth. 1. a six inch clay cap wee placed on the face of the slope where the material waa expossd. Alio, hay and grass seed vere placed on the cap for erosion control. 2* The concrete flume was cleaned of any residual material which had collectad and hardaned and plaeed on plastic awaiting final disposition. 3. Concrats pipe waa placed In the flume beneath the area which was capped to further aid in runoff control from this section of the hillside. 4, six energy dissipation structures, which were constructed of rip rap, were installed between the end of the concrete pipe and the end of the flume. on Hay 12th AFC and Monsanto environmental and geological personnel met on site to discuss the geology of tha area and matters relating to Che site, in the Action Steps-Anticipated section there ii a detailed description of the action items planned concerning the geology and groundwater investigation* for the eita. D5W 024361 ADAD21-010941 HARTOLDMON0031918 03/04/99 12:13 OT/lS'-M 12:13 ttJOS 290 1349 -> Poster & Woodrow; Pafle S3 NO.030 053 AKO'ENV.AFFXIBS BDVS.iNTD A.VNIST0 - 0OQJ Action Steps-Anticipated Based on the information which has been generated to data, thata are certain additional ltana which are proposed for this site in order to ainlaise any anvlronsantal inpact this alts nay pose, as a result of data obtained fron the analysis of sedlaent samples, additional sell sampling should be performed to define the area and voluma of the sediment and soil in the drainage ditch which would require disposal in an approved facility. This would allow for the removal of material which would eome in contact with stormwater and would reduce the possibility of any PCS material being carried off-alte. This portion of the Investigation could begin once approval is obtained and completed within one month. . As mentioned additional geologic work needs to be performed in order to determine if any migration to groundwater has occurred. The proposed phases of the geologic portion of the Anniston investigation are as follows: 1. Geologic literature search- Review all pertinent literature pertaining to the cite area. This includes geologic publicstlonSf nape, and aerial photography. 2. Photonneat Ion study- Review aerial photography to determine if any major structural features croat the site aree that may control the flow of groundwater or contaminants. 3. Site geologic mapping/water well inventory- Perform general reconnaissance mapping and wall Inventory within a ona (1) mile radius of the site area. 4. Preliminary hydrogeologic report- Prepare a preliminary hydrogeologic report that describes the regional and site geology and hydrogeology. The results of the photollnaation study will be included in the report. 5. Perform surface resistivity survey- An initial grid will be oatablished by survey personnel. Surface resistivity will be conducted in a grid pattern at a spacing determined in the field, Data will be reduced end contoured to define any anomalies. . Groundwater monitoring well installation- Approximately six (6) groundwater monitoring velli will be installed at the sits to evaluate the quality of the groundwater^ One U) of the wells will be placed up gradient from the site while the remaining wells will be installed down gradient. A minimum of one (1) well will be installed at the discharge point for the concrete lined flume* The additional wells would be installed between the hillside end the property fence. Welle will be installed at a depth that monitor! the upper most aquifer or water-bearing 05 W 024362 ADAD21-010942 HARTOLDMON0031919 07/1S/BJ 12:13 20# 330 4340 AKO/BY.AFFAIRS -- KJS5A.VT0 ANXISTO a so! unit, ze it it determined at a latter data that there it a potential for contamination at a depth greater than that non!toted by the shallow wells, a secondsry monitoring system will be designed and installed. Borings for vail placement will ba drilled using hollow-stem augers. Samples will ba taken at five (5) foot intervals uaing a split-tube sample barrel to define the site lithology, nails will ba constructed of 4 inch diameter, threaded, schedule 40 pve. well screens will be slotted with 0.010 openings. Screen lengths will be detereined based on field conditions. Filter mate rial will consist of a washed quarts sand, the annular seal will ba formed by placing a ainlaua of two (2) feet of bentonite pellets above the sand filter. The remaining annular apaee will be grouted using a neat cement mixture. A steel, locking protector casing will be installed on each well. Nell will be developed by either pumping or bailing. 7. interim hydrogeologic report (this will be the final report if a secondary monitoring well system is not required.) I, Secondary monitoring well system- if It la determined that groundwater that may occur at depth could be contaminated, a secondary well system will be designed and installed. This phase will not be performed if it is determined that the primary system adequately monitors the site. 0. final hydrogeologic report The timetable required for the items listed`above for the geologic investigation could be performed in approximately a two month time period. OSU 014363 ADAD21-010943 HARTOLDMON0031920