1N THE UNITED STATES DISTRICT COURT UNITED … · 1N THE UNITED STATES DISTRICT COURT ......

1N THE UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT OF PENNSYLVANIA

UNITED STATES OF AMERICA,

Plaintiff,

v.

TANK CAR CORPORATION OF AMERICA,

Defendant.

Civil No.

CONSENT DECREE

2:16-cv-05031-TON

Case 2:16-cv-05031-TON Document 2-1 Filed 09/22/16 of 34

TABLE OF CONTENTS

I. Back ound 3II. Jurisdiction 4III. Parties Bound 4IV. Statement of Pu ose 4V. Definitions 5VI. Confession and Satisfaction of Jud ment 7VII. Failure to Com 1 With Consent Decree 9VIII. Covenant Not to Sue b Plaintiff 11IX. Reservation of Ri hts b Plaintiff 11X. Covenant Not to Sue b Defendant 12XI. Effect of Settlement/Contribution Protection 13XII. Pro e Re uirements 14XIII. Retention of Records 16XIV. Costs 18XV. Notices 19XVI. Effective Date 20XVII. Retention of Jurisdiction 20XVIII. Lod in and O ortuni for Public Comment 20XIX. Si atories/Service 20XX. Inte ration and A endices 21XXI. Release of Lien 21XXII. Final Jud ment 21


I. BACKGROUND

A. Plaintiff United States of America, on behalf of the United States EnvironmentalProtection Agency ("EPA"), has filed a Complaint in this action concurrently with this ConsentDecree against Defendant Tank Car Corporation of America ("Defendant"). The Complaintseeks reimbursement, pursuant to Section 107 of the Comprehensive Environmental Response,Compensation, and Liability Act of 1980, as amended, ("CERCLA"), 42 U.S.C. § 9607, ofresponse costs incurred and to be incurred in connection with the release or threatened release ofhazardous substances at Defendant's facility located at 1725 Walnut Avenue in Oreland,Montgomery County, Pennsylvania, and surrounding properties to which hazardous substancesmigrated (the "Site" or "Tank Car Site").

B. In response to the release or threatened release of hazardous substances at or from theSite, EPA undertook response actions at the Site pursuant to Section 104 of CERCLA, 42 U.S.C.§ 9604, and may undertake additional response actions in the future. EPA's response action at theSite involved, inter alia, the removal of hazardous substances from tanks and piping,contaminated soils, and a lagoon; consolidation of lead-contaminated sandblasting grit onto aportion of the Site; and placement of a cover on portions of the Site.

C. In performing response action at the Site, EPA has incurred response costs and willincur additional response costs in the future.

D. The United States' Complaint alleges that Defendant is a responsible party pursuant toSection 107(a)(1) of CERCLA, 42 U.S.C. § 9607(a)(1) and is also liable under Section 107(a)(2)of CERCLA, 42 U.S.C. § 9607(a)(2).

E. In January 2012, EPA filed a federal lien (the "Notice of Federal Lien") on the TCCAProperty, as defined herein, in accordance with Section 107(1) of CERCLA, 42 U.S.C. § 9607(1).

F. The former president of Defendant, who had knowledge of Defendant's operations, isdeceased. The replacement president of Defendant has fully cooperated with the United States inproviding EPA with full access to all of Defendant's known corporate files and all InsurancePolicies and records relating thereto in Defendant's possession.

G. Defendant does not admit any liability to the United States arising out of thetransactions or occurrences alleged in the Complaint.

H. The United States has reviewed Financial Information submitted by Defendant todetermine whether Defendant is financially able to pay response costs incurred and to beincurred. Based upon this Financial Information, the United States has determined that

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Defendant has limited financial ability to pay for response costs incurred and to be incurred at theSite.

I. The United States and Defendant agree, and the Court by entering this Consent Decreefinds, that settlement of this matter without further litigation and without the admission oradjudication of any issue of fact or law is appropriate and will avoid prolonged and complicatedlitigation between the Parties, and that this Consent Decree is fair, reasonable, and in the publicinterest.

NOW, THEREFORE, IT IS HEREBY ADJUDGED, ORDERED, AND DECREED asfollows:

IL JURISDICTION

1. This Court has jurisdiction over the subject matter of this action pursuant to28 U.S.C. §§ 1331 and 1345 and 42 U.S.C. §§ 9607 and 9613(b) and also has personaljurisdiction over Defendant. Solely for the purposes of this Consent Decree and the underlyingComplaint, Defendant waives all objections and defenses that it may have to jurisdiction of theCourt or to venue in this District. Defendant shall not challenge entry or the terms of this ConsentDecree or this Court's jurisdiction to enter and enforce this Consent Decree.

III. PARTIES BOUND

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

N. STATEMENT OF PURPOSE

3. By entering into this Consent Decree, the mutual objective of the Parties is toavoid litigation by requiring Defendant to assign to the United States its rights to claim proceedsfrom the Insurance Policies, as defined below, including but not limited to all proceeds under theInsurance Policies to address its alleged civil liability for the Site as provided in the CovenantNot to Sue by Plaintiff in Section VIII and subject to the Reservations of Rights by Plaintiff inSection IX.


V. DEFINITIONS

4. Unless otherwise expressly provided in this Consent Decree, terms used in thisConsent Decree that are defined in CERCLA or in regulations promulgated under CERCLA shallhave the meanings assigned to them in CERCLA or such regulations. Whenever the terms setforth below are used in this Consent Decree or its appendices, the following definitions shallapply:

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

"Complaint" shall mean the Complaint filed by the United States in this action;

"Condemnation" shall mean the Declaration of Taking filed by Springfield Township,Montgomery County, Pennsylvania, in the Montgomery County, Pennsylvania Court ofCommon Pleas, on October 30, 2015, as No 2015-28935, a notice of which was also filedin the Montgomery County, Pennsylvania Recorder of Deeds Office on October 30, 2015,in Deed Book 5976 at page 01430, et seq.

"Consent Decree" shall mean this Decree and all appendices attached hereto listed inSection XX;

"Day" shall mean a calendar day unless expressly stated to be a business day. Incomputing any period of time under this Consent Decree, where the last day would fall ona Saturday, Sunday, or federal holiday, the period shall run until the close of business ofthe next business day;

"Defendant" shall mean Tank Car Corporation of America;

"DOJ" shall mean the United States Department of Justice and any of its successordepartments or agencies;

"EPA" shall mean the United States Environmental Protection Agency and any of itssuccessor departments or agencies;

"EPA Hazardous Substance Superfund" shall mean the Hazardous Substance Superfundestablished by the Internal Revenue Code, 26 U.S.C. § 9507;

"Effective Date" shall have the definition provided in Section XVI;

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"Financial Information" shall mean those financial documents identified in Appendix A;

"Insurance Information" shall mean those insurance documents identified in Appendix B;

"Insurance Policies" shall mean all property, casualty, and/or liability insurance policiesthat have ever been issued to or for the benefit of Defendant and/or any predecessor ininterest to Defendant, including all policies for which Defendant and/or its predecessor isan "insured," "named insured," or "additional insured," and including but not limited toall policies for general, public, comprehensive, primary, excess, excess/umbrella,pollution legal liability, cleanup cost cap or stop loss policies, Institutional Controls andPost Remediation Care Insurance, and environmental impairment liability insurance.This includes, but is not limited to, the Insurance Information included in Appendix B

"Interest" shall mean interest at the rate specified for interest on investments of the EPAHazardous Substance Superfund established by 26 U.S.C. § 9507, compounded annuallyon October 1 of each year, in accordance with 42 U.S.C. § 9607(a). The applicable rateof interest shall be the rate in effect at the time the interest accrues. The rate of interest issubject to change on October 1 of each year;

"Monetary Judgment" shall mean the final judgment in the amount of $14,009,329.48entered pursuant to this Consent Decree;

"Paragraph" shall mean a portion of this Consent Decree identified by an Arabic numeralor an upper or lowercase letter;

"Parties" shall mean the United States and Defendant;

"Plaintiffl' shall mean the United States;

"RCRA" shall mean the Solid Waste Disposal Act, 42 U.S.C. §§ 6901-6992 (also knownas the Resource Conservation and Recovery Act);

"Site" or "Tank Car Site" shall mean the "TCCA Property" as well as adjacent propertiesto which hazardous substances migrated;

"Section" shall mean a portion of this Consent Decree identified by a Roman numeral;

C~


"Tank Car Site Special Account" shall mean the special account, within the EPAHazardous Substance Superfund, established for the Site by EPA pursuant to Section122(b)(3) of CERCLA, 42 U.S.C. § 9622(b)(3).

"TCCA Property" shall mean the property owned by Defendant from at least 1921 untilOctober 30, 2015, located at 1725 Walnut Avenue in Oreland, Montgomery County,Pennsylvania upon which Defendant operated a railroad tank car rehabilitation businessfrom approximately 1921 through 2002 and which is identified in the deed attachedhereto as Appendix C.

"Transfer" shall mean to sell, assign, convey, lease, mortgage, or grant a security interest,or where used as a noun, assignment, conveyance, or other disposition of any interest, inreal property provided, however, that the term shall not include the disposition ofproperty pursuant to the Condemnation;

"United States" shall mean the United States of America, including its departments,agencies, and instrumentalities, including EPA.

"Waste Material" shall mean (a) any "hazardous substance" under Section 101(14) ofCERCLA, 42 U.S.C. § 9601(14); (b) any pollutant or contaminant under Section101(33) of CERCLA, 42 U.S.C. § 9601(33); (c) any "solid waste" under Section1004(27) of RCRA, 42 U.S.C. § 6903(27); and (d) any "hazardous substance" underSection 103 of the Pennsylvania Hazardous Sites Cleanup Act, 35 P.S. § 6020.103.

VI. CONFESSION AND SATISFACTION OF JUDGMENT

5. Upon the Effective Date of this Decree Defendant hereby agrees and confesses toentry of a Monetary Judgment against itself and in favor of Plaintiff in the amount of$14,009,329.48. Upon approval and entry, this Consent Decree shall constitute the finalMonetary Judgment for resolution of the Plaintiff's claims in the Complaint against Defendant,and no other form of Monetary Judgment shall be required or entered. This Monetary Judgment,which shall not be considered a lien against the TCCA Property (or any proceeds therefrom),shall be satisfied solely through recovery of proceeds from any Insurance Policies, as defined inParagraph 4. This Monetary Judgment shall remain in effect until Defendant has complied withall of its obligations under this Consent Decree.

6. Assignment of Insurance Rights; Payment of Insurance Proceeds. Defendantagrees to irrevocably assign to the United States all Defendant's rights to proceeds under theInsurance Policies, including but not limited to all rights to insurance proceeds relating to the

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Monetary Judgment as well as all rights to insurance proceeds relating to amounts previouslyspent, or to be spent, in connection with the Site by Defendant. Upon request of the UnitedStates, Defendant shall reasonably cooperate with and assist the United States in (i) asserting andpursuing claims for coverage under those policies and (ii) negotiating or litigating to obtain themost favorable resolution of claims under those policies as is reasonable. Defendant furtheragrees to execute all necessary documentation to effectuate this assignment and to allow thepursuit and collection by the United States, including EPA, or a designee of any insurance claimsproceeds. The proceeds from the Insurance Policies shall be paid to the United States inaccordance with the instructions provided in this Paragraph 6. Defendant shall not be required bythis Consent Decree or the assignment to fund any litigation against the insurers, nor shallDefendant be required to perform any research in support of such litigation. In the event aninsurer brings a declaratory action on an Insurance Policy which names Defendant, the UnitedStates shall seek to dismiss the action as to Defendant, or to substitute itself for it as party to theaction on the basis of the assignment of rights conferred by this Paragraph. Defendant shall notbe required to participate at Defendant's own expense in any such declaratory action beyond thelevel of cooperation required in this Paragraph.

a. Payments to the United States shall be made at https://www.pay.~ov to theU.S. Department of Justice account, referencing USAO File Number 2016V01291, the EPARegion and Site Spill ID Number A3GX, and the DOJ Case Number 90-11-3-11173, inaccordance with instructions provided to Defendant by the Financial Litigation Unit ("FLU") ofthe United States Attorney's Office for the Eastern District of Pennsylvania after the EffectiveDate. Any payment received by the Department of Justice after 4:00 p.m. Eastern Time shall becredited on the next business day. The payment instructions provided by the FLU will include aConsolidated Debt Collection System ("CDCS") number, which shall be used to identify allpayments required to be made in accordance with this Consent Decree. The FLU shall providethe payment instructions to Defendant through the following persons:

Malcolm Jacobson107 Medinah DriveBlue Bell, PA 19422

Melissa Gordon, Pres.Tank Car Corporation of America1252 Ft. Washington Ave.fit. Washington, PA 19034

Defendant may change the individuals) to receive payment instructions on its behalf byproviding written notice of such change in accordance with Section XV (Notices). All paymentsshall be deposited by EPA in the Tank Car Site Special Account to be retained and used to

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conduct or finance response actions at or in connection with the Site, or to be transferred by EPAto the EPA Hazardous Substance Superfund.

b. Defendant agrees that 100% of any recovery from applicable InsurancePolicies shall be paid to the United States or its designee. Defendant shall use best efforts tohave these insurance proceeds paid to the United States or its designee, in accordance with theprocedures specified in this Paragraph 6. If it is not practicable for the insurers to pay the UnitedStates or its designee directly, Defendant shall receive payment from the insurers and shall paythese insurance proceeds to the United States or its designee within thirty (30) days of receivingthem, in accordance with the procedures specified in Paragraph 6. All payments shall bedeposited by EPA in the Tank Car Site Special Account in accordance with Paragraph 6.a.

c. At the time of Defendant's payment to the United States or its designee,Defendant shall send notice that payment has been made to EPA and DOJ in accordance withSection XV (Notices) and to the EPA Cincinnati Finance Office by email atcinwd acctsreceivable(c~epa.~ov, or by mail to:

EPA Cincinnati Finance Office26 W. Martin Luther King DriveCincinnati, Ohio 45268

Such notice shall reference the CDCS number, Site/Spill ID No. A3GX, and DOJ No. 90-11-3-11173.

VII. FAILURE TO COMPLY WITH CONSENT DECREE

7. Interest on Pa,~. If Defendant fails to make any payment required byParagraph 6 by the date required under such Paragraph, Interest shall accrue on the unpaidbalance from the date payment was due through the date of payment.

Stipulated Penalties.

a. If any amounts due to EPA under Paragraph 6 are not paid by the requireddate Defendant shall be in violation of this Consent Decree and shall pay to EPA, as a stipulatedpenalty, in addition to the Interest required by Paragraph 7, $1000 per violation per day that suchpayment is late.

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b. If Defendant does not comply with any other term or condition of thisConsent Decree, Defendant shall be in violation of this Consent Decree and shall pay to EPA, asa stipulated penalty, $1000 per violation per day of such noncompliance.

c. Stipulated penalties are due and payable within thirty (30) days after thedate of the demand for payment of the penalties by EPA. All payments to EPA under thisParagraph shall be identified as "stipulated penalties" and shall be made by Fedwire EFT to:

Federal Reserve Bank of New YorkABA = 021030004Account = 68010727SWIFT address = FRNYLJS3333 Liberty StreetNew York NY 10045Field Tag 4200 of the Fedwire message should read"D 68010727 Environmental Protection Agency"

d. At the time of payment, Defendant shall send notice that payment has beenmade to EPA and DOJ as provided in Paragraph 6.c of this Consent Decree.

e. Penalties shall accrue as provided in this Paragraph regardless of whetherEPA has notified Defendant of the violation or made a demand for payment, but need only bepaid upon demand. All penalties shall begin to accrue on the day after payment or performance isdue or the day a violation occurs and shall continue to accrue through the date of payment or thefinal day of correction of the noncompliance or completion of the activity. Nothing in thisConsent Decree shall prevent the simultaneous accrual of separate penalties for separateviolations of this Consent Decree.

9. If the United States brings an action to enforce this Consent Decree, Defendant shallreimburse the United States for all costs of such action, including but not limited to costs ofattorney time.

10. Payments made under this Section shall be in addition to any other remedies orsanctions available to Plaintiff by virtue of Defendant's failure to comply with the requirementsof this Consent Decree.

11. Notwithstanding any other provision of this Section, the United States may, in itsunreviewable discretion, waive payment of any portion of the stipulated penalties that have

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accrued pursuant to this Consent Decree. Payment of stipulated penalties shall not excuseDefendant from payment as required by Paragraph 6 or from performance of any otherrequirements of this Consent Decree.

VIII. COVENANT NOT TO SUE BY PLAINTIFF

12. Except as specifically provided in Section IX (Reservation of Rights by Plaintiff, theUnited States covenants not to sue or to take administrative action against Defendant pursuant toSections 106 and 107(a) of CERCLA, 42 U.S.C. §§ 9606 and 9607(a), with regard to the Site.This covenant not to sue is conditioned upon the veracity and completeness of the FinancialInformation provided to EPA by Defendant at the time such information was provided. If theFinancial Information is subsequently determined by EPA to be false or, in any material respect,inaccurate at the time such information was provided, this covenant not to sue and thecontribution protection in Section XI shall be null and void. Such forfeiture shall not constituteliquidated damages and shall not in any way foreclose the United States' right to pursue any othercauses of action arising from Defendant's false or materially inaccurate information. Thiscovenant not to sue extends only to Defendant and does not extend to any other person.

IX. RESERVATION OF RIGHTS BY PLAINTIFF

13. The United States reserves, and this Consent Decree is without prejudice to, allrights against Defendant with respect to all matters not expressly included within the CovenantNot to Sue by Plaintiff in Section VIII. Notwithstanding any other provision of this ConsentDecree, the United States reserves all rights against Defendant with respect to:

a. liability for failure of Defendant to meet a requirement of this Consent Decree;

b. criminal liability;

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

d. liability based

i. upon Defendant's ownership or operation of the Site, or

ii. upon Defendant's transportation, treatment, storage, ordisposal, or

iii. the arrangement for the transportation, treatment, storage, or

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disposal, of a hazardous substance or a solid waste at or in connection with the Site,

after signature of this Consent Decree by Defendant; and

e. liability arising from the past, present, or future disposal, release or threat ofrelease of a hazardous substance, pollutant, or contaminant outside of the Site.

14. Notwithstanding any other provision of this Consent Decree, the United Statesreserves, and this Consent Decree is without prejudice to, the right to reinstitute or reopen thisaction, or to commence a new action seeking relief other than as provided in this ConsentDecree, if the Financial Information provided by Defendant, or the certifications made byDefendant in Paragraph 33, is false or, in any material respect, inaccurate when made.

X. COVENANT NOT TO SUE BY DEFENDANT

15. Defendant covenants not to sue and agrees not to assert any claims or causes ofaction against the United States, or its contractors or employees, with respect to the Site or thisConsent Decree, including but not limited to:

a. Any direct or indirect claim for reimbursement from the HazardousSubstance Superfund based on Sections 106(b)(2), 107, 111, 112, or 113 of CERCLA, 42 U.S.C.§§ 9606(b)(2), 9607, 9611, 9612, or 9613, or any other provisions of law;

b. Any claim arising out of response actions at or in connection with theSites, including any claim under the United States Constitution; the Constitution of theCommonwealth of Pennsylvania; the Tucker Act, 28 U.S.C. § 1491; the Equal Access to JusticeAct, 28 U.S.C. § 2412, as amended; or at common law;

c. Any claim pursuant to Sections 107 or 113 of CERCLA, 42 U.S.C.§§ 9607 or 9613; Section 7002(a) of RCRA, 42 U.S.C. § 6972(a); or state law, relating to theSite.

16. Except as provided in Paragraph 18 (Waiver of Claims) and Paragraph 23 (ResJudicata and other Defenses), these covenants shall not apply in the event the United Statesbrings a cause of action or issues an order pursuant to any of the reservations set forth in SectionIX (Reservation of Rights by United States), other than in Paragraph 13.a (liability for failure tomeet a requirement of the Consent Decree) or 13.b (criminal liability), but only to the extent thatDefendant's claims arise from the same response action or response costs that the United Statesis seeking pursuant to the applicable reservation.

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17. Nothing in this Consent Decree shall be deemed to constitute approval orpreauthorization of a claim within the meaning of Section 111 of CERCLA, 42 U.S.C. §9611, or40 C.F.R. § 300.700(d).

18. Waiver of Claims. Defendant agrees not to assert any claims and to waive all claimsor causes of action (including but not limited to claims or causes of action under Section 107(a)and 113 of CERCLA, 42 U.S.C. §§ 9607(a) and 9613), that it may have for response costsrelating to the Site against any other person who is a potentially responsible party underCERCLA at the Site. This waiver shall not apply with respect to any defense, claim, or cause ofaction that Defendant may have against any person if such person asserts a claim or cause ofaction relating to the Site against Defendant.

XI. EFFECT OF SETTLEMENT/CONTRIBUTION PROTECTION

19. Except as provided in Paragraph 18 (Waiver of Claims), nothing in this ConsentDecree shall be construed to create any rights in, or grant any cause of action to, any person not aParty to this Consent Decree. Except as provided in the applicable paragraphs in Sections X(Covenant Not to Sue by Defendant), the Parties expressly reserve any and all rights (including,but not limited to, any right to contribution), defenses, claims, demands, and causes of actionwhich they may have with respect to any matter, transaction, or occurrence relating in any way tothe Site against any person not a Party hereto. Nothing in this Consent Decree diminishes theright of Plaintiff, pursuant to Section 1130(2) and (3) of CERCLA, 42 U.S.C. § 96130(2) and(3), to pursue any such persons to obtain additional response costs or response action and to enterinto settlements that give rise to contribution protection pursuant to Section 1130(2).

20. The Parties agree, and by entering this Consent Decree this Court finds, that thisConsent Decree constitutes ajudicially-approved settlement pursuant to which Defendant has, asof the Effective Date, resolved liability to the United States within the meaning of Section1130(2) of CERCLA, 42 U.S.C. § 96130(2), and is entitled, as of the Effective Date, toprotection from contribution actions or claims as provided by Section 1130(2) of CERCLA, oras may be otherwise provided by law, for the "matters addressed" in this Consent Decree. The"matters addressed" in this Consent Decree are all response actions taken or to be taken and allresponse costs incurred or to be incurred, at or in connection with the Site, by the United Statesor any other person, except for the State; provided, however, that if the United States exercisesrights under the reservations in Section IX (Reservation of Rights by United States), other than inParagraph 13.a (liability for failure to meet a requirement of Consent Decree) or Paragraph 13.b(criminal liability), the "matters addressed" in this Consent Decree will no longer include thoseresponse costs or response actions that are within the scope of the exercised reservation.

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21. The Parties further agree, and by entering this Consent Decree this Court finds, thatthe Complaint filed by the United States in this action is a civil action within the meaning ofSection 1130(1) of CERCLA, 42 U.S.C. § 96130(1), and that this Consent Decree constitutes ajudicially-approved settlement pursuant to which Defendant has, as of the Effective Date,resolved liability to the United States within the meaning of Section 113(~(3)(B) of CERCLA,42 U.S.C. § 9613(~(3)(B).

22. Defendant shall, with respect to any suit or claim for contribution brought by it formatters addressed or related to this Consent Decree, notify EPA and DOJ in writing no later thansixty (60) days prior to the initiation of such suit or claim. Defendant shall, with respect to anysuit or claim for contribution brought against it for matters related to this Consent Decree, notifyEPA and DOJ in writing within thirty (30) days after service of the complaint or claim upon it.In addition, Defendant shall notify EPA and DOJ within ten (10) days after service or receipt ofany motion for Summary Judgment, and within ten (10) days after receipt of any order from acourt setting a case for trial, for matters related to this Consent Decree.

23. In any subsequent administrative or judicial proceeding initiated by the United Statesfor injunctive relief, recovery of response costs, or other relief relating to the Site, Defendantshall not assert, and may not maintain, any defense or claim based upon the principles of waiver,res judicata, collateral estoppel, issue preclusion, claim-splitting, or other defenses based uponany contention that the claims raised by the United States in the subsequent proceeding were orshould have been brought in the instant case; provided, however, that nothing in this Paragraphaffects the enforceability of the Covenant Not to Sue by Plaintiff set forth in Section VIII.

XII. PROPERTY REQUIREMENTS

24. Agreements Re ardin~ Access and Non-Interference. To the extent that Defendanthas possession and/or control of the TCCA Property after signing this Consent Decree,Defendant shall, with respect to the TCCA Property:

a. Provide the United States and/or potentially responsible parties who haveentered or may enter into an agreement with the United States for performance of response actionat the Site (hereinafter "Performing Parties"), and their representatives, contractors, andsubcontractors with access at all reasonable times to the TCCA Property to conduct any activityrelating to response actions at the Site including the following activities:

1. Verifying any data or information submitted to the United States;

2. Conducting investigations regarding contamination at or near theSite;

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Obtaining samples;

4. Assessing the need for, planning, implementing, or monitoringresponse actions;

5. Inspecting and copying records, operating logs, contracts, or otherdocuments maintained or generated by Defendant or its agents;

6. Assessing Defendant and any Performing Party's compliance withthe Consent Decree or any other settlement or order;

7. Determining whether the TCCA Property is being used in a mannerthat is prohibited or restricted, or that may need to be prohibited orrestricted; and

8. Implementing, monitoring, maintaining, reporting on, andenforcing any land, water, or other resource use restrictionsregarding the TCCA Property.

b. Refrain from using the TCCA Property in any manner that EPA determineswill pose an unacceptable risk to human health or to the environment due to exposure to WasteMaterial, or interfere with or adversely affect the implementation, integrity, or protectiveness ofresponse actions at the Site.

25. To the extent that Defendant has possession and/or control of the TCCA Property,Defendant shall not Transfer all or any portion of the TCCA Property without first securingEPA's approval of, and transferee's consent to, an agreement that: (i) is enforceable by theUnited States; and (ii) requires the transferee to provide access to and to refrain from using theTCCA Property to the same extent as is provided under Paragraph 24.a and 24.b.

26. If EPA determines in a decision document prepared in accordance with the NCP thatinstitutional controls are needed regarding the TCCA Property, and Defendant has possessionand/or control of the TCCA Property, Defendant shall cooperate with EPA's efforts to secure andensure compliance with such institutional controls.

27. Notice to Successors-in-Title.

a. To the extent that Defendant reacquires possession and/or control of the TCCAProperty at any time after the Effective Date (Post Effective Date Control), Defendant shallsubmit for EPA approval, within fifteen (15) days after Defendant obtains Post Effective Date

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Control, a notice to be filed regarding the TCCA Property in the appropriate land records. Thenotice must: (1) include a proper legal description of the TCCA Property; (2) provide notice toall successors-in-title: (i) that the TCCA Property is part of, or related to, the Site and (ii) thatEPA performed a response action for the Site; and (3) identify the documents selecting theresponse action. Defendant shall record the notice within ten (10) days after EPA's approval ofthe notice and submit to EPA, within ten (10) days thereafter, a certified copy of the recordednotice; and

b. Defendant shall, prior to entering into a contract to Transfer all or any portionof the TCCA Property, or sixty (60) days prior to Transferring all or any portion of the TCCAProperty, whichever is earlier:

the Site; and1. Notify the proposed transferee that EPA performed a response action regarding

2. Notify EPA of the name and address of the proposed transferee and provideEPA with a copy of the above notice that it provided to the proposed transferee.

28. In the event of any Transfer of all or any portion of the TCCA Property, unless theUnited States otherwise consents in writing, Defendant shall continue to comply with itsobligations under the Consent Decree. In the event the TCCA Property is permanently disposedof pursuant to any condemnation proceeding, unless the United States otherwise consents inwriting, Defendant shall continue to comply with its obligations under the Consent Decree,except Defendant's obligations under Section XII (Property Requirements) shall no longer applyto Defendant. To the extent that Defendant has possession and/or control over the TCCAProperty, Defendant shall comply with its obligations under this Section XII (PropertyRequirements).

29. Notwithstanding any provision of this Consent Decree, the United States retains allof its access authorities and rights, as well as all of its rights to require institutional controls,including enforcement authorities related thereto, under CERCLA, RCRA, and any otherapplicable statute or regulations.

XIII. RETENTION OF RECORDS

30. Until five (5) years after the Effective Date, Defendant shall preserve and retain allnon-identical copies of records, reports, documents, and other information (including records,reports, documents, and other information in electronic form) (hereinafter referred to as"Records") not located at the TCCA Property as of the Effective Date now in Defendant'spossession or control, or that come into Defendant's possession or control, that relate in any

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manner to the Insurance Policies or evidence of the Insurance Policies or to its liability underCERCLA with respect to the Site as well as all Records that relate to the liability of any otherperson under CERCLA with respect to the Site. Each of the above record retention requirementsshall apply regardless of any corporate retention policy to the contrary.

31. After the conclusion of the record retention period, Defendant shall notify EPA andDOJ at least ninety (90) days prior to the destruction of any such Records, and, upon request byEPA or DOJ, except as provided in Paragraph 31 hereunder, Defendant shall deliver any suchRecords to EPA.

Privileged and Protected Claims.

a. Defendant may assert that all or part of a Record is privileged or protected asprovided under federal law, provided it complies with Paragraph 31.b, and except as provided inParagraph 31.c.

b. If Defendant asserts a claim of privilege or protection, it shall provide Plaintiffwith the following information regarding such Record: its title; its date; the name, title, affiliation(e.g., company or firm), and address of the author, each addressee, and of each recipient; adescription of the Record's contents; and the privilege or protection asserted. If a claim ofprivilege or protection applies only to a portion of a Record, Defendant shall provide the Recordto Plaintiff in redacted form to mask the privileged or protected information only. Defendantshall retain all Records that it claims to be privileged or protected until the United States has hada reasonable opportunity to dispute the privilege or protection claim and any such dispute hasbeen resolved in the Defendant's favor.

c. Defendant may make no claim of privilege or protection regarding:

1. any data regarding the Site, including but not limited to, all sampling,analytical, monitoring, hydrogeologic, scientific, chemical, radiological, or engineering data, orthe portion of any other Record that evidences conditions at or around the Site; or

2. the portion of any Record that Defendant is required to create or generatepursuant to this Consent Decree.

32. Business Confidential Claims. Defendant may assert that all or part of a Recordsubmitted to Plaintiff under this Section XIII is business confidential to the extent permitted byand in accordance with Section 104(e)(7) of CERCLA, 42 U.S.C. § 9604(e)(7), and 40 C.F.R.

17


2.203(b). Defendant shall segregate and clearly identify all Records or parts thereof submittedunder this Consent Decree for which Defendant asserts a business confidentiality claim. Recordssubmitted to EPA determined to be confidential by EPA will be accorded the protection specifiedin 40 C.F.R. Part 2, Subpart B. If no claim of confidentiality accompanies Records when they aresubmitted to EPA, or if EPA has notified Defendant that the Records are not confidential underthe standards of Section 104(e)(7) of CERCLA or 40 C.F.R. Part 2 Subpart B, the public may begiven access to such Records without further notice to Defendant.

33. Defendant certifies that, to the best of its knowledge and belief, after reasonableinquiry, it has:

a. not altered, mutilated, discarded, destroyed or otherwise disposed ofany Records (other than identical copies) relating to its potential liability regarding the Site sincenotification of potential liability by the United States or the State, and that it has fully compliedwith any and all EPA requests for information regarding the Site and Defendant's financialcircumstances, including but not limited to insurance and indemnity information, pursuant toSections 104(e) and 122(e)(3)(B) of CERCLA, 42 U.S.C. §§ 9604(e) and 9622(e)(3)(B), Section3007 of RCRA, 42 U.S.C. § 6927, and state law;

b. submitted to EPA financial information that fairly, accurately, andmaterially sets forth its financial circumstances, and that those circumstances have not materiallychanged between the time the financial information was submitted to EPA and the timeDefendant executes this Consent Decree; and

c. fully disclosed the existence of any Insurance Policies, or evidence ofsuch policies, that may cover claims relating to cleanup of the Site, that it continues to hold allrights under the Insurance Policies, and that except to the extent that insurance claims unrelatedto the response costs sought in the above-captioned action have been made in the past under oneor more of the Insurance Policies, it has not settled, compromised, or assigned any insurancerights of the assigned claims prior to approval of this Consent Decree.

XIV. COSTS

34. The Parties shall bear their own costs of this action, including attorneys' fees, exceptthat the United States shall be entitled to collect the costs (including attorneys' fees) incurred inany action necessary to enforce any obligation set forth in this Consent Decree and/or collect anystipulated penalties due but not paid by Defendant.

18


XV. NOTICES

35. Unless otherwise specified in this Decree, whenever notifications, submissions, orcommunications are required by this Consent Decree, they shall be made in writing andaddressed as follows:

As to the United States by email: eescdcop .e~(c~usdoj. o~vRe: DJ # 90-11-3-11173

As to the United States by mail: EES Case Management UnitEnvironment and Natural Resources DivisionU.S. Department of JusticeP.O. Box 7611Washington, D.C. 20044-7611Re: DJ # 90-11-3-11173

As to EPA: Carlyn Prisk (3HS62)U.S. EPA1650 Arch StreetPhiladelphia, PA 19103

As to Defendant:

Andrew Goldman (3RC41)Sr. Assistant Regional CounselU.S. EPA1650 Arch StreetPhiladelphia, PA 19103

Tank Car Corporation of Americac/o Melissa Gordon1252 Ft. Washington AveFt. Washington, PA 19034

With a copy to: Malcolm B. Jacobson, Esq.107 Medinah DriveBlue Bell, PA 19422

36. Any Party may, by written notice to the other Parties, change its designated noticerecipient or notice address provided above.

19


37. Notices submitted pursuant to this Section shall be deemed submitted upon mailing,unless otherwise provided in this Consent Decree or by mutual agreement of the Parties inwriting.

XVI. EFFECTIVE DATE

38. The Effective Date of this Consent Decree shall be the date upon which this ConsentDecree is entered by the Court or a motion to enter the Consent Decree is granted, whicheveroccurs first, as recorded on the Court's docket

XVII. RETENTION OF JURISDICTION

39. This Court shall retain jurisdiction over this matter for the purpose of interpretingand enforcing the terms of this Consent Decree.

XVIII. LODGING AND OPPORTUNITY FOR PUBLIC COMMENT

41. This Consent Decree shall be lodged with the Court for a period of not less thanthirty (30) days for public notice and comment. The United States reserves the right to withdrawor withhold its consent if the comments regarding the Consent Decree disclose facts orconsiderations indicating that the Consent Decree is inappropriate, improper, or inadequate.Defendant consents to entry of this Consent Decree without further notice. Defendant agrees notto oppose entry of this Consent Decree by this Court or to challenge any provision of thisConsent Decree, unless the United States has notified Defendant in writing that it no longersupports entry of the Consent Decree.

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

XIX. SIGNATORIES/SERVICE

43. Each undersigned representative of Defendant and the Assistant Attorney General forthe Environment and Natural Resources Division of the United States Department of Justicecertifies that he or she is fully authorized to enter into the terms and conditions of this ConsentDecree and to execute and legally bind the Party he or she represents to this document.

44. Defendant shall identify, on the attached signature page, the name and address of anagent who is authorized to accept service of process by mail on its behalf with respect to allmatters arising under or relating to this Consent Decree. Defendant agrees to accept service in

20


that manner and to waive the formal service requirements set forth in Rule 4 of the Federal Rulesof Civil Procedure and any applicable local rules of this Court, including but not limited to,service of a summons. The Parties agree that Defendant need not file an answer to the Complaintin this action unless or until the Court expressly declines to enter this Consent Decree.

45. This Consent Decree may be signed in counterparts, and its validity shall not bechallenged on that basis.

XX. INTEGRATION AND APPENDICES

46. This Consent Decree, including its appendices, constitutes the final, complete andexclusive agreement and understanding between the Parties with respect to the settlementembodied in this Consent Decree. The Parties acknowledge that there are no representations,agreements, or understandings relating to the settlement other than those expressly contained inthis Consent Decree. The following appendices are attached to and incorporated into this ConsentDecree:

"Appendix A" is the Financial Information.

"Appendix B" is the Insurance Information.

"Appendix C" is a deed identifying the TCCA Property.

XXI. RELEASE OF LIEN

47. As soon as practicable following the Effective Date, EPA shall execute and file aRelease of Notice of Federal Lien with the Montgomery County, Pennsylvania CourthouseProthonotary and this Court. The Release of Notice of Federal Lien shall release the Notice ofFederal Lien filed by EPA in January 2012 regarding the TCCA Property and shall not releaseany other lien or encumbrance which may exist upon such property.

XXII. FINAL JUDGMENT

48. Upon approval and entry of this Consent Decree by the Court, this Consent Decreeshall constitute a final judgment of the Court as to the United States and Defendant. The Court

21


finds that there is no just reason for delay and therefore enters this judgment as a final judgmentunder Fed. R. Civ. P. 54 and 58.

Dated and entered this _day of , 2016

UNITED STATES DISTRICT JUDGE

22


Signature Page for United States ofAmerica v. Tank Car Corporation ofAmerica ConsentDecree

FOR THE UNITED STATES OF AMERICA:

y ~y 2~►C~Date NATHANIEL OUGLAS

Deputy Section ChiefEnvironmental Enforcement SectionEnvironment and Natural Resources DivisionU.S. Department of Justice

--f---

ALEXANDRA B. SHERERTZTrial AttorneyEnvironmental Enforcement SectionEnvironment and Natural Resources DivisionU.S. Department of JusticeWashington, DC 20044-7611Tel: (202) 514-0414Fax: (202) 514-0097Email: [email protected]

23


THIS PAGE INTENTIONALLY LEFT BLANK

24


Signature Page for United States ofAmerica v. Tank Car Corporation ofAmerica ConsentDecree

FOR THE U.S. ENVIRONMENTAL PROTECTIONAGENCY, REGION 3:

°t ~ ~3 ~ 2d~ 4-SHAWN M. GA VINRegional AdministratorU.S. Environmental Protection Agency, Region 3

~~~!~ cam.=MARY B. COERegional CounselU.S. Environmental Protection Agency, Region 3

ANDI~EVN S. GOLDMANSenior Assistant Regional CounselU.S. Environmental Protection Agency, Region 3Office of Regional Counsel

25


Signature Page for United States of America v. Tanlz Car Corporation of Arrcerica ConsentDecree

FOR DEFENDANT:

~ 2 ~ ~ ~cDate ALCOLM . JACOBSON

Attorney for DefendantTank Car Corporation of America107 Medinah DriveBlue Bell, PA 19422

26


Appendix A

U.S. Corporate Income Tax Returns, Form 1120, Tank Car Corporation of America forthe years ending December 31, 2011 through 2013.

2. Memorandum to File from Carlyn Prisk, re: "Information Provided on Behalf of TankCar Corporation of America During a June 25, 2015 Meeting" (August 3, 2016).

3. Memorandum to File from Carlyn Prisk, re: "Information Provided on Behalf of TankCar Corporation of America During a September 10, 2015 Telephone Call" (August 3,2016).

4. Appraisal of Real Property, Tank Car Corporation of America Site, as of September 23,2015, prepared by Lagreca &Quinn Real Estate Services, Inc. (October 8, 2015).

Letter from Joseph M. Blackburn to USEPA, re: "Condemnation of 7.9t Acres of LandWith The Improvements Thereon At 1725 Walnut Avenue, Springfield Township,Montgomery County Pennsylvania, of Which Tank Car Corporation of America is theOwner (Montgomery County Tax Parcel No: 52-00-17821-00-1" (November 9, 2015))and attached Notice of Declaration of Taking.

6. Email from Malcolm Jacobson to Alexandra Sherertz, re: "Tank Car Corporation ofAmerica Ability to Pay Information" (February 10, 2016).

Email from Malcolm Jacobson to Alexandra Sherertz, re: "Tank Car CorporationProperty" (May 4, 2016) and attached letter from Malcom Jacobson to Megan D. Dalton,et al., re: "Condemnation of 7.9f Acres of Land With The Improvements Thereon At1725 Walnut Avenue, Springfield Township, Montgomery County Pennsylvania, ofWhich Tank Car Corporation of America is the Owner and Condemnee, MontgomeryCCP No: 2015-28935" (May 4, 2016).


Appendix B

Insurer Polic Number Start Date End DateLibe Mutual Ins Co LG1 131 028185 027 08/01/1977 08/01/1978Libe Mutual Ins Co LG1 131 028185 028 08/01/1978 08/01/1979Liberty Mutual Ins Co LGl 131 028185 029 08/01/1979 08/01/1980Libe Mutual Ins Co LG1 131 028185 020 08/01/1980 08/01/1981Libe Mutual Ins Co LG1 131 028185 021 08/01/1981 08/01/1982Liberty Mutual Ins Co LG1 131 028185 022 08/01/1982 08/01/1983Libert Mutual Ins Co LG1 131 028185 023 08/01/1983 08/01/1984Libert Mutual Ins Co LG1 131 028185 024 08/01/1984 08/01/1985Libe Mutual Ins Co LGl 131 028185 025 08/01/1985 08/01/1986PA Manufacturers Ass CasIns Co Unknown 11/18/1952 11/18/1953PA Manufacturers Ass CasIns Co CL6006 11/18/1953 11/18/1954PA Manufacturers Ass CasIns Co CL7058 11/18/1954 11/18/1955PA Manufacturers Ass CasIns Co CL8321 11/18/1955 11/18/1956PA Manufacturers Ass CasIns Co Unknown 11/18/1956 11/18/1957PA Manufacturers Ass CasIns Co Unknown 11/18/1957 11/18/1958PA Manufacturers Ass CasIns Co Unknown 11/18/1958 11/18/1959PA Manufacturers Ass CasIns Co Unknown 11/18/1960 11/18/1961PA Manufacturers Ass CasIns Co Unknown 11/18/1961 11/18/1962PA Manufacturers Ass CasIns Co 3062 87 44 02 1 11/18/1962 11/18/1963PA Manufacturers Ass CasIns Co 3063 87 44 02 1 11/18/1963 11/18/1964PA Manufacturers Ass CasIns Co 3064 87 44 02 1 11/18/1964 11/18/1965PA Manufacturers Ass CasIns Co 306500 87 44 02 1 11/18/1965 11/18/1966PA Manufacturers Ass CasIns Co 306600 87 44 02 1 11/18/1966 11/18/1967PA Manufacturers Ass CasIns Co 306700 87 44 02 1 11/18/1967 11/18/1968PA Manufacturers Ass CasIns Co 306800 87 44 02 1 11/18/1968 11/18/1969PA Manufacturers Ass CasIns Co 306900 87 44 02 1 11/18/1969 11/18/1970PA Manufacturers Ass CasIns Co 307000 87 44 02 1 11/18/1970 11/18/1971


PA Manufacturers Ass CasIns Co 307100 87 44 02 1 11/18/1971 11/18/1972PA Manufacturers Ass CasIns Co 307200 87 44 02 1 11/18/1972 11/18/1973PA Manufacturers Ass CasIns Co 307300 87 44 02 1 11/18/1973 11/18/1974PA Manufacturers Ass CasIns Co 307400 87 44 02 1 11/18/1974 11/18/1975PA Manufacturers Ass CasIns Co 307500 87 44 02 1 11/18/1975 11/18/1976PA Manufacturers Ass CasIns Co 607600 87 44 02 1 04/14/1976 Unknown


Appendix C

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F, Ueonard Piorco (Soa:) ~ P. 1 JiTildr. Piarpa (Soal) ~ ~~O

ss.~ pt~ the Iith d4y of September Arno Dtlnini, 1926. before me, tiieeubearibar~ o Ha~ary Publio in and for the Co~saanwa6lth of Pennaylvnrtia, rooiding in theBorauBh of Rcyereford~ void Oo~mty and 5bate ufnrennid, poruonal7y nppenred the nbovo nnmed `F. Loonurd Pieroe and Hilda hte wire•i, and in duo fob of 3ovr ao{mowle~3ed the oboveirfdanEure to ba Moir aot and daod nrid desired the enwa might be reQordod ne ouoh.

Witness flgr hnnd nr~d Tlot~rinl oanl the day grid yoar first nboca wrtttencIInrry I, Hieptand (~6P)Notnry "Public (Seol)

' Qommiseion explree Jnnuury 16th, 199.Roaorded Sapbember 136h, 1926 17:IY.R.nuunnnnnmrnunmrnnnunnnninnurnuirnnunnan uuninrnnannttim inrn~rn ~i minanuunnnnuunnnunn~rnn~rn uun uirnuminanry

poed 1HIS 7NDB7TIIRE ~ !dode the thirtaonth day of 8epteqTnn~ Oar Qor~ornb;on a! Amarios,bo in the year o! our Lord One thouaond nine ht+ndred an c'

Chorlae Q. ]iahl tnenty-e ix (1926) 81sR1V~1~~ Tank Car poroornt3on~ ~:a',Oorporation duly incorporated ~m der the Sawa of the78tata oP ~elewnra, party oP the pireti part rufd Charge

0. IIohl of Hart Wnahingbon, Uppor D4blIl~C: Tovmohip , tlaritgomeiy Uowity and StaEe oYPehnoylvnnin, party o! the e000nd,pnrL~

VIITNCSS~ST~[_ t]iaE bhe Enid party o4 the Sirst part ,for and in oonstdorntof El:e sum oP One DolYar and othor valt+able aaneidoratioas~ Ito it wall ~d truly paidby the said party oP the oeoond part, at oed bePoro the eguliug and dolivory oT these pr000ntthe rooeipt whereof ie harogy nolmowledged~ hnvo granted, bnrgnined~ nold~ nliened~

~onTeofPed~ rolonaed and aanfirmed~ and Ley thoBo preoonto dooa grant * bnr~nin, sell, nlion~

ioxSooPf~ roloaoo and oanfirra w~to bha said Party of the second part, his heiro andsaes igr~a.f orever~ '

AI,L TtiA4~ CERTAIN tract or piece of gro~u~d with the buildingsEherean ereobed, oitua8o in bha Township of Springfteld~ ooaity of ~SonEaomery~ Ponneylvania~bounded tend described according to n eurvoy Lhereof prA.pared t~ Herbp,pt ft. laeba., Rego D~g~Ju]y i9. 1926 , as follows,:-

8~'GI2+NI11G ub o otake in the middle of tho trill Rood (thirty tl~reo Seetwide) leading to the 6oheet2 lSilln{ tha~oa along Ohe middle of o«id road North thirLoandegrees t~•renty fivo minutes east five ~tm derod three and nighty-flvo one-hundredths fact toa poitsb a cornor iz~ Oho m~d~lle lino oP YJa]Aut Aven4e (SifEy SaaE wide) o oornor of this and oland of tho on id party of the Tlrot.po2~E of which thin vice n purt~ thanoo aloes the unid micldLice er 17a~ut dvonue ooLth ooventy e2ghL u6~aBG0 trronty-night mUi~toa east four ht~ndrodlaixty one one flfGy two one-liundrodth~ 'feat to a pofrit o ool~or~ thonao oontiriuing 'ilong enidmiddlo lino uouth Porty o1ehE~ da~ro:e thirty five rainuboo cn~t nix Toot Eo o point

a corner) thence south fcr6y two do~reeo fifteen minutes wont six him Qrod soyenty-four

Sher

and el8hty-one-hundrodtho foot to a ptono o corrior and thence TJor6h !o7'ty ei~lit dogl'oeoOhirty fivo minuton woot~ tho line pngeina thro~h an iron pfA cot in tho aoathoaotovly~ ,uido line of ttio avid :fill Rond one htuidrocl oi;ct,y onB Sivo one-hun~redthe feot to tho oenLor k~l~o of an id :SS 11 Rood and pinoo oP UoQ7nning~i

,Containing Lhroe nr~~ nino htm drod and fipty ono one-thouam~dEho aorouBlilltG n ~orEioa of tho o~ue pr~~,poo vrhlah Hllllm C. nox~ oingloaan,?.


2U Eby dood datod ~~rl1 12~ 1 21 mfd of r000rd in tho R000Tdor of Daodo OCfiae at Norrlatovsy

in doad Hook l~o~ B?o pn~o lyu' arantod and oonvoyod tmEo the paid ~nrty op tha firsE

' pnrE In Tea oLople.

IIND~'~ ~~D SO9J~CT to n oortnin aortanae 4harein bontianad~

,70GET.fG9 with all end oingular the buildings, improvements,

we~ye~ wnteru~ wator-ocurnen~ Mghte~ libertiea~ p='ivalegea, heredibamanbo and

uppu2~tanonoeB~ whntaoeyer Oherotu~te bolanging, or in uny wSse,.apparGaining~ and the

roversiono and remainders, rents, imsuee and Prolito thereof and all the eetabe~

right, tltlo~ inEereat, property olaln and domnnd vrhoEeoever of the said party of the

firot part, its ovooeeeara ~d ooaignu, in law. equity or otherwise howeoever~ ot~ in,

nhd to tho o~Q ~d every port thereof:

TO RAVE AND To itOLD the said LoL or pieoe of lands;bW.ldinge~

heradit~onbe and premieea hereby granted or ~senEioned~ and intended eo to be y wiEh the

appurtennnoop~ unto tho acid party of the eeoond pert, hie heirs and aeafgne~ to and for

bhe only proper uea and behoot o! 6he paid parpy of bhe eaoond psrp~ hie heirs and

•anlEn~ rorovor.

AND The said party o! the iiret pnrt~ ror iEealt~ iba euooeeaore~ doseby these pcaoontis oovenonE~ grant and nnreo, to and with the Qaid parEy oS tiho a~oond peg

port, hie he ire and aenlgr,e~ that !t the paid party of the Siret part, and its auaae000=D

ail and ningulor the her~oditamonEs and pre~ioca he relnabovo dosoribed and granted, ormontivnCd and lsf4andad oo to be, with the nppurtannnoeu, w~to the said porEy of the

ooaond port, hie heirs and oeoianB~ ngal~ut it, 6he said party of the piro~ port acid 1Eepuoaeeaora~ and against X11 and every oGhor porBon or perpone whomsoever ~ lewfal~yolnimfng or to oloim Eha ammo pr any part thoreaf, shall ~d will warrant and forever

dofond.

The Tm►k Oor ~arporntion oi' Nnerioo, tho on id party of Eha first parE, dobhhorattiv oonotituto and appoint Frank C~, Ateaaoreohmidt, Saoretcry, to ba its aRtorney~for iE and in its name, and as for itu corporate sot and dead, to aclmov~lad~o thisiadonture beCoro nqy parson having authority ttiy the ln~vo oS the Commonweolbh ofPennoyl~aniu to Eoke oLoh aolm orrlodgomenE~ to tho intont thnx Ehe same mqy ba reoordad.

This dead io made under and ~ virtuo of n reaolut,ion aS bhe Hoard of Dit~eato~b

of tho porEy of too fiigt grE, du]y passed of n meeting thereof du]y and legel~v heldon the oovonth day op Septombor 19~ti~ ,

IH SIZa~'1+6EC 15HI~R5;pr, tho said porEy of tho first pnrG~ has oouoedtheoe praeonEolto be oiap4d try Its Prooidont or n Viae Preaidont~ and itg porporate

oanl to bo harowbo affixed, duly oEtooEod tqr its Beoratory or nn pnaietnnt SegretnryEho dqv oad yonr firQt above wrlEten.

Ylitnaeaeo Pro~cnE:

Air E. Rudolph Tnnk Cor porporntion oP Amorion (Corp)H.F. Dagor 6y Rarry :!, gohl (PrOe.) ((3aal)

At4.ost L'rmk P. Iloe~oreolimidt (Sec.) (sea;)

Frcnx P. I,looBoroohmidt(Att'y-in-I~naEj (6aa1)Rr^.~~y~~ the day of the data of t}~a nbovo Indonture~ of tho above

eased ChurlQa C. F[ah1 bho au~ of Ono Dollar and other valtimble oonsidornbloha~being the full aonuicl~ratloa haz9ln nuced.

!+rank P. tJoeooreoYiml~lt (Trope)

Communvranith of i'or~T~uylvwiio

~ont~avory caw~ty ss.

///


f i r~qr roret~ oe3'tiry that on tnie 13Eh d~ of Setnembor~ A. D, 1926, bo=oro bo, e P (maytha aubsaMber , 0 11oAor,~ Publio in' nr~~ for Eho ~o~oonerenit'• and Countyy ptrsonnitiy ~

~ copoored Prnnk P. '.Ieaeorsohmid0, Soa. yhe nttornor-'neraodtin tho forc~oing indonturo, and hyl ~ ~~~ v3rEue and ]~i pareuanoe of tho authirity thoroin conferred Lpon hl~, aaimavrled~od ehe anid

7ndanture to be Eha aot and•dead of tho enld TnnY, Car Corporntion of kaerioo~ to Ehe ]ntontthat tho some mqy be duy~ revorded~

Witnsea ~ hand nod NoEar=al eenl the•day and year nforoanid~

Anp. S. Rudolph (IiP)

11oEnry I~ublio (8ea1)

Oomioiasion oxpirae April i. 1927.

Reoorded Beptomber ~,gZh. 192G. ~l.tY.3.n 111111111111111111 ~1111r rr Ii 1111n I1111r 111~1~nt1111111111t ~~n 11 ~~~111 ~11t 11 ~11eu rr 1111111in 11n 111111 I111n1111(11111111111111111111111 u11 X11111 ~1 ~~~r ~~t~1111 U~~i~n11111i 1t

Deed TtiIs INnPsNTQRB~ !Sado tho 11th day of 8aptombar ~n tlio~(ilton R. !Jarpleto goat oP our Lord One Ehaunni~d nine hundred and twenty-uix (lbe

Oharlee Bentriae~ et ux. BET~~~ vilton II, Llnrpio, ~vido~rer~ of bho To«nahlp of PlymautfCotasty of '•Iont~o4ory and 3taEe of Poryngvlvatiia~ party of tho

fir,;t pnrt~, nfid Charleo Bentriae and R000 Heatrioe~ hip wifa.~of,fhe Borough ap Nobriatvvn, Coufty and StnEe aforeoaid, purEieu of the ooQond parts

17ITNES6CT?!, Thnt the onid pnrtiou of tho first porE, for and in ponai~orn~ionof tho e~ oP One Do11or ( 1.00) lov~f41 money of the United Stntea oP Awarion~ vtell and trpaid b,V the said parbiee of tho aeccnd pare bo phe paid party a! the firot part, nt and bothe enoonling and delivery of these preoeate~ the roaeipt wheroof is horogy aot~owle~Jgad~hove granted. bargained, oald~ aliened, anf~~offad~ reloaoo~ conveyod and oanPir~ed~ and ttiytheoe preeonts dose grant, bnrgain, pall, alion, onfooCP, ralenoo, convoy on doonSiim tmtothe soid pdrtiea of the aeoond ports their noire and nnefariu,

ALL 7ilAT C4RTAI?l lot aP lond~ with the dwolling thuraon ereoEed~knoxm an t10 3d Bnoin Stroot, siEwste on the south lino of Buoin Sbraot, in the porough

of Morristown, Co~mty of !SoriLgomery and stuto of PennoYlvanla, bonded and deeoriboQ

ae follows, to w10s-

HLGINNING at a point on Ehe southvroater]y aide of Dnein etreot, nt thodisEanoe of ono hundred and twenby eight and Ciity eight hm~redths feot, eauter7~y pryn tho

south ao~'aer,of Spring Alley nr~d Bnoia Stroot, a oornor pr this and lab of land now or lato

oS JQhn LS• Yerger~ and nlang paid LoE~ south ninotonn de~rooe ~~~eet oT~e h~mdrod end forty

peeE to a poisit~ a corner oP land nrnv or into of John ..t. Yer~or and along sold lnncieouEh seventy-one degrees eapE aixEaer, nrid twenty-ono hwidredtho Poet to a point, a ~ornor

oT land now or late of John ti, yer~rer, and nlor~g,onid lot s I+o?'t}~ ninotoon dagreoc eapb; the

lino pnooina thrat~h tho middle of tlto pprtibion wall of tho houeo on thin ldt and Eno hovao

nd~oining~ one hundrod and forty foot Eo t!ia south west side of Dnain Gtraot nPoro~nid~

and olor~g acid aide or anicl Strom,; IlorEh aaventy ono-doQreoa vropL ei:ctoan and twonty-ono

huttdCetlG11u PooE to the pinoo o£ beg2nning.

~LxtiG the nnmo pramiseu which g; ~b~~nnk Stood artd Elio ~., hio w1t'e, ~ ~.

deod doted Jl+he 23~ 1926 and recorded at Norrieto~m~ Po„ on Jwto 24, 1926, g='anted and oon~iunto Uilton r,:darplo~ in feo. `

iOGI~ILR with all End olhgulor the builtJinga~ improvameate~' woodc~ W4YD~~

libortieo, privologoo, horoditnmanta and oppurtenanoec, Eo the o~wd bolonginq, or in nr~y wiu',apportnining~ and the rova~oion and revoroiohu~ ramnindor n►id ramoindoro, ronta, lu~uoq andiIprofite tkorooC~ Ned of ovory port and parcel 6h~raat, N1;1 .~I,SO~ all tho ontr.Ea, right, tiEl?,~intorouE, proporEy, pooaaoaion, a16im and dotaand whntooavoT ~ bo~~h in Inw and o,;uity, of Elio

`paid party a! tho Cirat par~~ or, in, and to bho oni~ prmio~a, wit!: t!i0 n;,;~urtonnnoa~,


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