                      UNITED STATES DEPARTMENT OF JUSTICE
                                      AND
            UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, REGION 7
                                     AND 
              STATE OF MISSOURI, DEPARTMENT OF NATURAL RESOURCES


IN THE MATTER OF:

Carter Carburetor Site,
St. Louis, Missouri

The Herbert Hoover Boys and Girls Club of St. Louis, Inc.

Purchaser

Proceeding under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.


      Docket No. CERCLA-07-2020-0171


             ADMINISTRATIVE SETTLEMENT AGREEMENT AND COVENANT NOT TO SUE


                               TABLE OF CONTENTS
I.	JURISDICTION AND GENERAL PROVISIONS	1
II.	PARTIES BOUND	2
III.	DEFINITIONS	2
IV.	STATEMENT OF FACTS	4
V.	PAYMENT OF RESPONSE COSTS	6
VI.	PROPERTY REQUIREMENTS	6
VII.	ACCESS TO INFORMATION	9
VIII.	RECORD RETENTION	11
IX.	COMPLIANCE WITH OTHER LAWS	11
X.	DISPUTE RESOLUTION	11
XI.	CERTIFICATION	12
XII.	COVENANTS BY UNITED STATES AND STATE	12
XIII.	RESERVATION OF RIGHTS	13
XIV.	COVENANTS BY PURCHASER	14
XV.	OTHER CLAIMS	14
XVI.	EFFECT OF AGREEMENT/CONTRIBUTION	15
XVII.	RELEASE AND WAIVER OF LIEN(S)	16
XVIII.	PUBLIC COMMENT	16
XIX.	EFFECTIVE DATE	16
XX.	INTEGRATION/APPENDICES	16
XXI.	DISCLAIMER	17
XXII.	ENFORCEMENT; PAYMENT OF COSTS	17
XXIII.	NOTICES AND SUBMISSIONS	17


JURISDICTION AND GENERAL PROVISIONS
This Administrative Settlement Agreement and Covenant Not to Sue ("Agreement") is entered into by and between the United States, on behalf of the Environmental Protection Agency ("EPA"), the State of Missouri ("the State"), on behalf of the Missouri Department of Natural Resources ("MoDNR"), and the Herbert Hoover Boys and Girls Club of St. Louis, Inc. (d/b/a The Boys and Girls Clubs of Greater St. Louis) (the "Club").  This Agreement concerns parcels located within the bounds of North Spring Avenue, Dodier Street, North Grand Boulevard, and St. Louis Avenue in the City of St. Louis, Missouri (the "Property"), which is a portion of the approximately 10-acre area known as the Carter Carburetor Site (the "Site"). The Property is more fully described in Appendix A.
The purpose of this Agreement is to settle and resolve, subject to reservations and limitations contained in Sections XII, XIII, and XIV, the potential liability of the Club to the United States and the State of Missouri for Existing Contamination and Past Response Costs (as defined by Paragraph 8 below) at the Property, which may otherwise result from the Club becoming the owner of the Property. The resolution of this potential liability is fair, reasonable, and in the public interest. In exchange for resolution of this potential liability to the United States, this Agreement provides for the payment of certain response costs incurred by the United States at or in connection with the Property. MoDNR is unaware of any recoverable direct response costs chargeable to the Club. In consideration of and in exchange for the State of Missouri Covenants in Section XII herein, the State of Missouri accepts as adequate consideration the Club's compliance with the provisions found under Sections VI and VII of this Agreement, including but not limited to responsibilities of Notice, Access, Appropriate Care, and Land, Water, or Other Resource Use Restrictions. 
This Settlement is entered into pursuant to the authority of the Attorney General of the United States to compromise and settle claims, consistent with the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), 42 U.S.C. §§ 9601-9675, and of the Attorney General of the State of Missouri to enforce Mo. Rev. Stat. §§ 260.350 et seq. and 260.500 et seq. EPA is proceeding under the CERCLA authority vested in the President of the United States and delegated to the Administrator of EPA and further delegated to the undersigned Regional official. The Director of the Missouri Department of Natural Resources is proceeding under the CERCLA authority per State Cooperative Agreement and Mo. Rev. Stat. §§ 260.350 et seq. and 260.500 et seq.
 The Parties agree that the United States District Court for the Eastern District of Missouri will have jurisdiction pursuant to Section 113(b) of CERCLA, 42 U.S.C. § 9613(b), for any enforcement action brought with respect to this Agreement, including any action set forth in Section XXII (Enforcement; Payment of Costs) of this Agreement.
The Parties agree to undertake all actions required by the terms and conditions of this Agreement. 
The Parties recognize that this Agreement has been negotiated in good faith and that the actions undertaken by the Club in accordance with this Agreement do not constitute an admission of any liability. The Club agrees to comply with and be bound by the terms of this Agreement and further agrees that it will not contest the basis or validity of this Agreement or its terms, or the United States' right to enforce this Agreement.
PARTIES BOUND
This Agreement applies to and is binding upon the United States, including EPA; the State, including MoDNR; and upon the Club and its successors and assigns. Any change in ownership or corporate status of the Club including, but not limited to, any transfer of assets or real or personal property shall not alter the Club's responsibilities under this Agreement. Each undersigned representative of the Club certifies that he or she is fully authorized to enter into the terms and conditions of this Agreement and to execute and legally bind the Club to this Agreement.
DEFINITIONS
Unless otherwise expressly provided in this Agreement, terms used in this Agreement that are defined in CERCLA or in regulations promulgated under CERCLA shall have the meaning assigned to them in CERCLA or in such regulations, including any amendments thereto. Whenever terms listed below are used in this Agreement or its attached appendices, the following definitions shall apply:
"Agreement" shall mean this Administrative Settlement Agreement and Covenant Not to Sue and all appendices attached hereto (listed in Section XX (Integration/Appendices)). In the event of conflict between this Agreement and any appendix, this Agreement shall control.
"Carter Carburetor Special Account" shall mean the special account within the EPA Hazardous Substance Superfund, established for the Site by EPA pursuant to Section 122(b)(3) of CERCLA, 42 U.S.C. § 9622(b)(3). 
"CERCLA" shall mean the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601-9675.
"Club" or "Purchaser" shall mean the Herbert Hoover Boys and Girls Club of St. Louis, Inc. (d/b/a The Boys and Girls Clubs of Greater St. Louis). 
"Day" or "day" shall mean a calendar day. In computing any period of time under this Agreement, where the last day would fall on a Saturday, Sunday, or federal or State holiday, the period shall run until the close of business of the next working day.
"Effective Date" shall mean the effective date of this Agreement as provided in Section XIX. 
"EPA" shall mean the United States Environmental Protection Agency and its successor departments, agencies, or instrumentalities. 
"EPA Hazardous Substance Superfund" shall mean the Hazardous Substance Superfund established by the Internal Revenue Code, 26 U.S.C. § 9507.
"Existing Contamination" shall mean:
	a.	any hazardous substances, pollutants or contaminants present or existing on or under the Property prior to or as of the Effective Date;
	b.	any hazardous substances, pollutants or contaminants that migrated from the Property prior to the Effective Date; and
	c.	any hazardous substances, pollutants or contaminants present or existing at the Site as of the Effective Date that migrate onto or under or from the Property after the Effective Date.
 "Institutional Controls" or "ICs" shall mean Proprietary Controls and state or local laws, regulations, ordinances, zoning restrictions, or other governmental controls or notices that: (a) limit land, water, or other resource use to minimize the potential for human exposure to Waste Material at or in connection with the Site; (b) limit land, water, or other resource use to implement, ensure non-interference with, or ensure the integrity of the removal action; and/or (c) provide information intended to modify or guide human behavior at or in connection with the Site. 
"Interest" shall mean interest at the rate specified for interest on investments of the EPA Hazardous Substance Superfund established by 26 U.S.C. § 9507, compounded annually on October 1 of each year, in accordance with 42 U.S.C. § 9607(a). The applicable rate of interest shall be the rate in effect at the time the interest accrues. The rate of interest is subject to change on October 1 of each year. Rates are available online at http://www.epa.gov/superfund/superfund-interest-rates.
"MoDNR" shall mean the Missouri Department of Natural Resources and its successor departments, agencies, or instrumentalities.
"Paragraph" shall mean a portion of this Agreement identified by an Arabic numeral or an upper or lower case letter.
"Parties" shall mean the United States, including EPA; the State, including MoDNR; and the Club.
"Past Response Costs" shall mean response costs incurred by EPA and MoDNR at or in connection with the Site that are unreimbursed as of the Effective Date.
"Property" shall mean that portion of the Site, encompassing approximately 6 acres, to be acquired by the Club and is generally depicted in Appendix A of this Agreement.
"Proprietary Controls" shall mean easements or covenants running with the land that: (a) limit land, water, or other resource use and/or provide access rights and (b) are created pursuant to common law or statutory law by an instrument that is recorded by the owner in the appropriate land records office.
"RCRA" shall mean the Solid Waste Disposal Act, 42 U.S.C. §§ 6901-6992 (also known as the Resource Conservation and Recovery Act).
"Section" shall mean a portion of this Agreement identified by a Roman numeral.
"Site" shall mean the Carter Carburetor Superfund Site, encompassing approximately 10 acres, located at 2800-2840 North Spring Avenue in St. Louis, Missouri, and depicted generally on the map attached as Appendix B.  The Site includes the Property.
"State" shall mean the State of Missouri and each department, agency, and instrumentality of the State, including MoDNR. 
 "Transfer" shall mean to sell, assign, convey, lease, mortgage, or grant a security interest in, or where used as a noun, a sale, assignment, conveyance, or other disposition of any interest by operation of law or otherwise.
"United States" shall mean the United States of America and each department, agency, and instrumentality of the United States, including EPA.
"Waste Material" shall mean (a) any "hazardous substance" under Section 101(14) of CERCLA, 42 U.S.C. § 9601(14); (b) any pollutant or contaminant under Section 101(33) of CERCLA, 42 U.S.C. § 9601(33); (c) any "solid waste" under Section 1004(27) of RCRA, 42 U.S.C. § 6903(27). 
STATEMENT OF FACTS
The Site is an approximately 10-acre area located on approximately one and one-half square city blocks in North St. Louis City in St. Louis, Missouri. The Carter Carburetor Corporation and Carter Automotive Products, both subsidiaries of ACF Industries, Inc. ("ACF") operated a plant on the Site from the 1930s until about 1984. The plant consisted of several connected multi-story buildings that manufactured carburetors for gasoline and diesel engines. The manufacturing process left the Site contaminated with numerous chemicals, primarily trichloroethylene ("TCE") and polychlorinated biphenyls ("PCBs"). 
Cleanup activities at the Site began in the mid-1990s and concluded in May 2019, with the final report, marking the conclusion of the removal action, being approved on May 4, 2020. The most recent removal action at the site was conducted by ACF and EPA between 2011 and 2019 and included demolishing several deteriorating, multi-story industrial buildings, removing contamination from soil, and disposing of contaminated waste both off-site and in an on-site repository covered by a protective cap.
No unaddressed areas of known contamination remain at the Site, and EPA has determined that no further cleanup work is needed at this time, other than ongoing monitoring and maintenance of the capped area.
The real property at the Site is currently owned by ACF and by the Land Reutilization Authority of the City of St. Louis ("LRA"), and lacks any substantial economic value. 
The Club is a non-profit 501(c)(3) organization in good standing in Missouri. Operating in the North St. Louis City community since 1967, the Club serves over 8,000 youth in the community, promoting character, leadership, community and civic involvement and providing youth with the opportunities to develop life skills that improve their prospects for success. The Club provides after-school, sports, and summer programs and a variety of athletic, arts, and technology resources, as well as mentoring opportunities and health clinics.  
The Club's main facility is located in North St. Louis City across the street from the Site. Cleanup at the Site was prompted in part by concerns about safety and exposure risks to youth using the Club from the deteriorating and unsecured buildings and contamination on the Site. As part of its mission to create a safer, healthier environment in the neighborhood, the Club has advocated for cleanup efforts for decades and has provided substantial support to the cleanup efforts. Among other assistance, the Club allowed ACF to use property owned or leased by the Club for the staging of cleanup equipment and trailers, provided ACF with site access, provided conference facilities for meetings related to the cleanup, and provided storage for the administrative record.
Over the past years, the Club has worked with another nonprofit to prepare a redevelopment plan for the Site and adjoining properties that is consistent with the Club's mission and focus on expanding opportunities for local youth. Under the proposed plan, the Site will be redeveloped as a youth golf education center, which the Club intends will expose youth to golf who may typically not have access to the sport, and will provide after-school resources, mentoring, and a path to a college education. In the event the redevelopment of the Property into a youth golf education center and facility does not occur, or occurs but is not successful, the Club intends on utilizing the Property in other ways that further the Club's mission to expand opportunities for local youth in the community served by the Club, and that are not intended to realize financial gain.
To implement its redevelopment plan for the Site, the Club intends to acquire the Property from ACF and LRA, as set forth in Appendix A.  
The Club represents, and for purposes of this Agreement EPA and MoDNR rely on those representations, that the Club does not intend to realize financial gain from the redevelopment of the Site, and that the intended re-use of the Site serves a significant public interest, as it provides substantial benefits to the local community by revitalizing a long blighted, under-utilized property for a purpose that directly improves the lives of local youth in a low-income area with environmental justice concerns. 
The Club represents, and for the purposes of this Agreement EPA and MoDNR rely on those representations, that the Club has had no prior involvement with the contamination on the Site, other than support and assistance for cleanup efforts as detailed above.
PAYMENT OF RESPONSE COSTS
In consideration of and in exchange for the United States' Covenants in Section XII and the Release and Waiver of Lien(s) in Section XVII herein, within 30 days of the Effective Date the Club shall pay the total sum of $5,000.00 as follows:  
This amount shall be paid to EPA and made by Fedwire EFT to:
                  Federal Reserve Bank of New York
                  ABA = 021030004
                  Account = 68010727
                  SWIFT address = FRNYUS33
                  33 Liberty Street
                  New York, NY 10045
                  Field Tag 4200 of the Fedwire message should read "D 68010727 Environmental Protection Agency"
 and shall reference Site/Spill ID Number 07JJ and the EPA docket number for this action. 
At the time of such payment, the Club shall send notice that such payment has been made to the Division Director of the Superfund and Emergency Management Division, EPA Region 7 (the "Division Director") at peterson.mary@epa.gov and to the EPA Cincinnati Finance Office by email at cinwd_acctsreceivable@epa.gov, or by mail to
                   EPA Cincinnati Finance Office
26 W. Martin Luther King Drive
Cincinnati, Ohio 45268
 Such notice shall reference Site/Spill ID Number 07JJ and the EPA docket number for this action. 
Interest. In the event that any payment is not made by the date required, the Club shall pay Interest on the unpaid balance. The Interest shall begin to accrue on the date payment is due and shall accrue through the date of the Club's payment. Payments of Interest made under this Paragraph shall be in addition to such other remedies or sanctions available to the United States by virtue of the Club's failure to make timely payments under this Section.
The total amount to be paid by the Club pursuant to this Paragraph may be deposited by EPA in the Carter Carburetor Special Account to be retained and used to finance oversight costs.
PROPERTY REQUIREMENTS
Notices. The Club shall provide all legally required notices with respect to the discovery or release of any hazardous substance at the Property that occurs after the Effective Date.
Access, Appropriate Care, and Non-Interference. Commencing on the Effective Date, the Club shall: (i) provide EPA and MoDNR and their representatives, including contractors, and subcontractors, with full cooperation, assistance, and access to the Property at all reasonable times and to any other persons that are authorized to conduct response actions or natural resource assessment or restoration at the Property, including those activities listed in Paragraph 21.a (Access Requirements); (ii) exercise appropriate care with respect to hazardous substances found at the Property as described in Paragraph 21.b (Appropriate Care), and (iii) refrain from using such Property in any manner that EPA or MoDNR determines will pose an unacceptable risk to human health or to the environment due to exposure to Waste Material, or interfere with or adversely affect the implementation, integrity, or protectiveness of the removal action, including the restrictions listed in Paragraph 21.c (Land, Water, or Other Resource Use Restrictions).
Access Requirements. The following is a list of activities for which access is required regarding the Property: 
Conducting investigations regarding contamination at or near the Site; 
Obtaining samples;
Assessing the need for, planning, implementing, or monitoring response actions;
Assessing implementation of quality assurance and quality control practices as defined in any approved quality assurance quality control plan;
Inspecting and copying records, operating logs, contracts, or other documents maintained or generated by the Club or its agents consistent with Section VII (Access to Information);
Assessing the Club's compliance with the Agreement;
Determining whether the Property is being used in a manner that is prohibited or restricted, or that may need to be prohibited or restricted under the Agreement;
Implementing, monitoring, maintaining, reporting on, and enforcing any land, water, or other resource use restrictions regarding the Property.
Appropriate Care. The Club shall take reasonable steps to 
Stop any continuing releases;
Prevent any threatened future releases; and
Prevent or limit human, environmental or natural resource exposure to any previously released hazardous substance.
Land, Water, or Other Resource Use Restrictions. The Club shall (i) remain in compliance with any land use restrictions established in connection with any response action at the Property, (ii) implement, maintain, monitor, and report on Institutional Controls, and (iii) not impede the effectiveness or integrity of any Institutional Control employed at the Property in connection with a response action. The following is a list of Institutional Controls applicable to the Property:
 St. Louis City Ordinance 66777, prohibiting current and future use of contaminated groundwater as potable water; 
 Deed notices advising against the following activities which could result in exposure to contaminants in groundwater: (a) use of groundwater as a potable water supply; and (b) drilling or installation of wells to be used for a potable water supply. 
 Within 30 days of acquiring ownership of any portion of the Property, the Club shall either confirm that all Proprietary Controls and instruments addressing prior encumbrances and/or contamination regarding that portion of the Property have been properly recorded, or else shall execute and properly record all Proprietary Controls and instruments addressing prior encumbrances and/or contamination regarding that portion of the Property.  The Club shall not Transfer any portion of the Property unless it has executed and properly recorded all Proprietary Controls and instruments addressing prior encumbrances regarding that portion of the Property.
 In the event of any Transfer of the Property, or any part thereof, through a sale, assignment, or conveyance, after payment of response costs in accordance with Paragraph 19, EPA and MoDNR will agree in writing to terminate the Club's obligations under the Agreement with respect to the transferred Property (or part thereof) if (i) the Club requests termination from EPA and MoDNR prior to the Transfer and (ii) the acquirer of the Property (or part thereof) transferred agrees in writing to undertake and abide by the obligations set forth in Paragraph 21 of this Agreement; except that, notwithstanding the foregoing, the Club shall remain responsible for its obligations under the Sections of this Agreement regarding Record Retention (Section VIII) and Access to Information (Section VII).  Any such transfer must also comply with Paragraph 22 of this Agreement.  If only a part of the Property is Transferred, the Club shall continue to comply with the obligations of this Agreement with respect to any portion of the Property that is not Transferred. 
Notice to Successors-in-Title
The Club shall within fifteen (15) days after the Effective Date, submit for EPA and MoDNR's approval a notice to be filed regarding the Club's Property in the appropriate land records office. The notice must: (1) include a proper legal description of the Property; (2) provide notice to all successors-in-title that: (i) the Property is part of, or related to, the Site, (ii) EPA completed a removal action for the Site and implemented a Post-Removal Site Control Plan and Institutional Control Plan; and (iii) the Club has entered into an Agreement requiring compliance with Property Requirements (as detailed in Section VI of this Agreement); and (3) identify the name, docket number, and effective date of this Agreement. The Club shall record the notice within ten (10) days after EPA's and MoDNR's approval of the notice and submit to EPA and MoDNR, within ten (10) days thereafter, a certified copy of the recorded notice.
The Club shall, prior to entering into a contract to Transfer its Property, or sixty (60) days prior to transferring its Property, whichever is earlier:
Notify the proposed transferee that EPA has completed a removal action for the Site and implemented a Post-Removal Site Control Plan and Institutional Control Plan, that the Club has entered into an Agreement requiring compliance with Property Requirements (identifying the name, docket number, and the Effective Date of this Agreement); and
Notify EPA and MoDNR of the name and address of the proposed transferee and provide EPA and MoDNR with a copy of the above notice that it provided to the proposed transferee.
For so long as the Club is an owner or operator of the Property, the Club shall require that assignees, successors in interest, and any lessees, sublessees and other parties with rights to use the Property shall provide access and cooperation to EPA and MoDNR, their authorized officers, employees, representatives, and all other persons performing response actions under EPA or MoDNR oversight. The Club shall require that assignees, successors in interest, and any lessees, sublessees, and other parties with rights to use the Property implement and comply with any land use restrictions and Institutional Controls on the Property in connection with any removal action, and not contest EPA's or MoDNR's authority to enforce any land use restrictions and Institutional Controls on the Property.
The Club shall provide a copy of this Agreement to any current lessee, sublessee, and other party with rights to use the Property as of the Effective Date.
Notwithstanding any provision of this Agreement, EPA and MoDNR retain all of their access authorities and rights, as well as all of their rights to require land, water or other resource use restrictions and ICs, including enforcement authorities related thereto, under CERCLA, RCRA, the Missouri Hazardous Waste Management Law, Mo. Rev. Stat. §§ 260.350 through 260.430, the Missouri "Spill Bill", Mo. Rev. Stat. §§ 260.500 through 260.550, and any other applicable statute or regulations, including any amendments thereto.  
ACCESS TO INFORMATION
The Club shall comply, as required by law, with any authorized request for information or administrative subpoena issued by EPA or MoDNR.
The Club shall provide to EPA and MoDNR, upon request, copies of all records, reports, documents, and other information (including records, reports, documents, and other information in electronic form) (hereinafter referred to as "Records") within the Club's possession or control or that of their contractors or agents relating to activities at the Site or to the implementation of this Agreement, including, but not limited to, sampling, analysis, chain of custody records, manifests, trucking logs, receipts, reports, sample traffic routing, correspondence, or other documents or information. The Club shall also make available to EPA and MoDNR, for purposes of investigation, information gathering, or testimony, their employees, agents, or representatives with knowledge of relevant facts concerning the performance of any work related to response actions that may be taken on the Property.
Privileged and Protected Claims  
The Club may assert all or part of a Record requested by EPA or MoDNR is privileged or protected as provided under federal law, in lieu of providing the Record, provided the Club complies with Paragraph 30.b, and except as provided in Paragraph 30.c.
If the Club asserts such a privilege or protection, it shall provide EPA and MoDNR with the following information regarding such Record: its title; its date; the name, title, affiliation (e.g., company or firm), and address of the author, of each addressee, and of each recipient; a description of the Record's contents; and the privilege or protection asserted. If a claim of privilege or protection applies only to a portion of a Record, the Club shall provide the Record to EPA and MoDNR in redacted form to mask the privileged or protected portion only. The Club shall retain all Records that it claims to be privileged or protected until EPA and MoDNR have had a reasonable opportunity to dispute the privilege or protection claim and any such dispute has been resolved in the Club's favor. 
The Club 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, or the portion of any other Record that evidences conditions at or around the Site; or (2) the portion of any Record that the Club is required to create or generate pursuant to this Agreement.
Business Confidential Claims. The Club may assert that all or part of a Record provided to EPA and MoDNR under this Section or Section VIII (Record Retention) is business confidential to the extent permitted by and in accordance with Section 104(e)(7) of CERCLA, 42 U.S.C. § 9604(e)(7), and 40 C.F.R. § 2.203(b). The Club shall segregate and clearly identify all Records or parts thereof submitted under this Agreement for which the Club asserts business confidentiality claims. Records that the Club claims to be confidential business information will be afforded the protection specified in 40 C.F.R. Part 2, Subpart B. If no claim of confidentiality accompanies Records when they are submitted to EPA and MoDNR, or if EPA has notified the Club that the Records are not confidential under the standards of Section 104(e)(7) of CERCLA or 40 C.F.R. Part 2, Subpart B, or if MoDNR has notified the Club that the Records are not confidential under Mo. Rev. Stat. Chapter 610 or other applicable state law, the public may be given access to such Records without further notice to the Club.
Notwithstanding any provision of this Agreement, EPA and MoDNR retain all information gathering and inspection authorities and rights, including enforcement actions related thereto, under CERCLA, RCRA, the Missouri Hazardous Waste Management Law, Mo. Rev. Stat. §§ 260.350 through 260.430, the Missouri "Spill Bill", Mo. Rev. Stat. §§ 260.500 through 260.550, and any other applicable statutes or regulations.
RECORD RETENTION
For a period of 10 years following the Effective Date, unless EPA and MoDNR agree in writing to a shorter time period, the Club shall preserve all documents and information obtained or generated on or after the Effective Date relating to any hazardous substances, pollutants or contaminants found on or released from the Property, including (a) any and all environmental studies, investigations, and test results it conducts or commissions with respect to the Property, and (b) any monitoring reports it receives with respect to the Property. At any time during said ten (10) year period EPA or MoDNR may request, and the Club will make available to EPA and MoDNR, such retained materials. After the conclusion of the document retention period, the Club shall notify EPA and MoDNR at least 90 days prior to the destruction of any such records, and upon request by EPA or MoDNR, except as provided in Paragraphs 30 and 31, the Club shall deliver any such records to EPA or MoDNR. These record retention requirements shall apply regardless of any corporate retention policy to the contrary and is in addition to, and not in lieu of, reporting under Section 103(c) of CERCLA, 42 U.S.C. § 9603(c), and Section 304 of the Emergency Planning and Community Right-To-Know Act of 1986, 42 U.S.C. § 11004.
COMPLIANCE WITH OTHER LAWS
Nothing in this Agreement limits the Club's obligations to comply with the requirements of all applicable state and federal laws and regulations, except as provided in Section 121(e) of CERCLA, 42 U.S.C. § 9621(e), and 40 C.F.R. §§ 300.400(e) and 300.415(j).  
DISPUTE RESOLUTION
Unless otherwise expressly provided for in this Agreement, the dispute resolution procedures of this Section shall be the exclusive mechanism for resolving disputes arising under this Agreement. The Parties shall attempt to resolve any disagreements concerning this Agreement expeditiously and informally. If EPA or MoDNR contend that the Club is in violation of this Agreement, EPA and MoDNR shall notify the Club in writing, setting forth the basis for its position. The Club may dispute MoDNR's position in writing to MoDNR. The Club may dispute EPA's position pursuant to Paragraph 36. 
EPA Informal Dispute Resolution. If the Club objects to any EPA action taken pursuant to this Agreement, the Club shall send EPA a written Notice of Dispute describing the objection(s) within 10 days after such action. EPA and the Club shall have 20 days from EPA's receipt of the Club's Notice of Dispute to resolve the dispute through informal negotiations (the "Negotiation Period"). The Negotiation Period may be extended at the sole discretion of EPA. Any agreement reached by the Parties pursuant to this Section shall be in writing and shall, upon signature by the Parties, be incorporated into and become an enforceable part of this Agreement.
EPA Formal Dispute Resolution. If the Parties are unable to reach an agreement within the Negotiation Period, the Club shall, within 20 days after the end of the Negotiation Period, submit a statement of position to the Division Director. EPA may, within 20 days thereafter, submit a statement of position. Thereafter, an EPA management official at the EPA Region 7 level or higher will issue a written decision on the dispute to the Club.  EPA's decision shall be incorporated into and become an enforceable part of this Agreement. The Club shall fulfill the requirement that was the subject of the dispute in accordance with the agreement reached or with EPA's decision, whichever occurs.  
The invocation of formal dispute resolution procedures under this Section does not extend, postpone, or affect in any way any obligation of the Club under this Agreement. 
CERTIFICATION
By entering into this Agreement, the Club certifies that to the best of its knowledge and belief it has fully and accurately disclosed to EPA and MoDNR all information known to the Club and all information in the possession or control of its officers, directors, employees, contractors and agents which relates in any way to any Existing Contamination or any past or potential future release of hazardous substances, pollutants or contaminants at or from the Site and to its qualification for this Agreement. The Club also certifies that it has not caused or contributed to a release or threat of release of hazardous substances or pollutants or contaminants at the Site, as of the Effective Date.
COVENANTS BY UNITED STATES AND STATE
United States Covenants. Except as provided in Section XIII (Reservation of Rights), the United States covenants not to sue or to take administrative action against the Club pursuant to Sections 106 and 107(a) of CERCLA, 42 U.S.C. §§ 9606 and 9607(a), for any and all civil liability for injunctive relief or reimbursement of response costs with respect to Existing Contamination and Past Response Costs.  These covenants shall take effect upon the Effective Date. These covenants are conditioned upon the complete and satisfactory performance by the Club of its obligations under this Agreement. These covenants are also conditioned upon the veracity of the information provided to EPA by the Club relating to the Club's prior involvement with the Site and intended future use of the Site for a public benefit purpose, as described in Paragraph 17, and the certification made by the Club in Paragraph 39. These covenants extend only to the Club and do not extend to any other person. Nothing in this Agreement constitutes a covenant not to sue or to take action, or otherwise limits the ability of the United States, including EPA, to seek or obtain further relief from the Club, if the information provided to EPA by the Club relating to the Club's involvement with the Site, or the certification made by the Club in Paragraph 39, is false or in any material respect inaccurate.
State Covenants.  Except as provided in Section XIII (Reservation of Rights), and upon initial and continued compliance with the Property Requirements of Section VI, the State, including MoDNR, covenants not to sue or take administrative action against the Club pursuant to Sections 106 and 107(a) of CERCLA, 42 U.S.C. §§ 9606 and 9607(a), the Missouri Hazardous Waste Management Law, Mo. Rev. Stat. §§ 260.350 through 260.430, and the Missouri "Spill Bill," Mo. Rev. Stat. §§ 260.500 through 260.550, for any and all civil liability for injunctive relief or reimbursement of response costs with respect to Existing Contamination and Past Response Costs. These covenants shall take effect upon the Effective Date. These covenants are conditioned upon the complete and satisfactory performance by the Club of its obligations under this Agreement. These covenants are also conditioned upon the veracity of the information provided to EPA and MoDNR by the Club relating to the Club's prior involvement with the Site and intended future use of the Site for a public benefit purpose, as described in Paragraph 17, and the certification made by the Club in Paragraph 39. These covenants extend only to the Club and do not extend to any other person. Nothing in this Agreement constitutes a covenant not to sue or to take action, or otherwise limits the ability of the State to seek or obtain further relief from the Club, if the information provided to the State or the EPA by the Club relating to the Club's involvement with the Site, or the certification made by the Club in Paragraph 39, is false or in any material respect inaccurate.
RESERVATION OF RIGHTS
Except as specifically provided in this Agreement, nothing in this Agreement shall limit the power and authority of the United States, including EPA, and the State, including MoDNR, to take, direct, or order all actions necessary to protect public health, welfare, or the environment or to prevent, abate, or minimize an actual or threatened release of hazardous substances, pollutants or contaminants, or hazardous or solid waste on, at, or from the Site. Further, except as specifically provided in this Agreement, nothing in this Agreement shall prevent the United States or the State from seeking legal or equitable relief to enforce the terms of this Agreement, or from taking other legal or equitable action as it deems appropriate and necessary.
The covenants set forth in Section XII (Covenants by United States and State) do not pertain to any matters other than those expressly identified therein. The United States and the State reserve, and this Agreement is without prejudice to, all rights against the Club with respect to all other matters, including, but not limited to:
liability for failure by the Club to meet a requirement of this Agreement;
criminal liability;
liability for violations of federal or state law that occur during the Club's ownership of the Property;
liability for damages for injury to, destruction of, or loss of natural resources, and for the costs of any natural resource damage assessments;
liability resulting from the release or threat of release of hazardous substances, pollutants or contaminants at or in connection with the Site, not within the definition of Existing Contamination;
liability resulting from exacerbation of Existing Contamination by the Club, its successors, assigns, lessees, or sublessees; and
liability arising from the disposal, release or threat of release of Waste Materials outside of the Site except as it relates to Existing Contamination migrating from the Site or Property.
With respect to any claim or cause of action asserted by the United States and/or the State, the Club shall bear the burden of proving that the claim or cause of action, or any part thereof, is attributable solely to Existing Contamination.
COVENANTS BY PURCHASER
The Club covenants not to sue and agrees not to assert any claims or causes of action against the United States or the State or their contractors or employees, with respect to the Site or this Agreement, including, but not limited to:
any direct or indirect claim for reimbursement from the EPA Hazardous Substance Superfund through 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 provision of law;
any claim arising out of response actions at or in connection with the Site, including any claim under the United States Constitution, the State of Missouri Constitution, the Tucker Act, 28 U.S.C. § 1491, the Equal Access to Justice Act, 28 U.S.C. § 2412, or at common law; or
any claim pursuant to Sections 107 and 113 of CERCLA, 42 U.S.C. §§ 9607 and 9613, Section 7002(a) of RCRA, 42 U.S.C. § 6972(a), or state law related to the Site, or any claims arising out of response activities at the Site, and this Agreement.
These covenants not to sue shall not apply in the event the United States brings a cause of action or issues an order pursuant to any of the reservations set forth in Section XIII (Reservation of Rights), other than in Paragraph 43.a (liability for failure to meet a requirement of the Agreement) or 43.b (criminal liability), but only to the extent that the Club's claims arise from the same response action, response costs, or damages that the United States is seeking pursuant to the applicable reservation.
OTHER CLAIMS
By issuance of this Agreement, the United States, EPA, the State, and MoDNR assume no liability for injuries or damages to persons or property resulting from any acts or omissions of the Club. Neither the United States, EPA, the State, nor MoDNR shall be deemed a party to any contract entered into by the Club or its directors, officers, employees, agents, successors, representatives, assigns, contractors, or consultants in carrying out actions pursuant to this Agreement.
Except as expressly provided in Section XII (Covenants by United States and State), nothing in this Agreement constitutes a satisfaction of or release from any claim or cause of action against the Club or any person not a party to this Agreement, for any liability such person may have under CERCLA, other statutes, or common law, including but not limited to any claims of the United States or the State for costs, damages, and interest under Sections 106 and 107 of CERCLA, 42 U.S.C. §§ 9606 and 9607, the Missouri Hazardous Waste Management Law, Mo. Rev. Stat. §§ 260.350 through 260.430, and the Missouri "Spill Bill," Mo. Rev. Stat. §§ 260.500 through 260.550.
No action or decision by EPA or MoDNR pursuant to this Agreement shall give rise to any right to judicial review, except as set forth in Section 113(h) of CERCLA, 42 U.S.C. § 9613(h).
EFFECT OF AGREEMENT/CONTRIBUTION 
Nothing in this Agreement precludes the United States, the State, or the Club from asserting any claims, causes of action, or demands for indemnification, or contribution against any person not a party to this Agreement. Nothing herein diminishes the right of the United States, pursuant to Sections 113(f)(2) and (3) of CERCLA, 42 U.S.C. § 9613(f)(2) and (3), or the State, pursuant to the Missouri Hazardous Waste Management Law, Mo. Rev. Stat. §§ 260.350 to 260.430, and the Missouri "Spill Bill," Mo. Rev. Stat. §§ 260.500 through 260.550, to pursue any such persons to obtain additional response costs or response actions and to enter into settlements that give rise to contribution protection pursuant to Section 113(f)(2).
The Parties agree that this Agreement constitutes an administrative settlement pursuant to which the Club has, as of the Effective Date, resolved liability to the United States and the State within the meaning of Sections 113(f)(2) of CERCLA, 42 U.S.C.§§ 9613(f)(2) and 9622(h)(4), and is entitled, as of the Effective Date, to protection from contribution actions or claims as provided by Sections 113(f)(2) of CERCLA, or as may be otherwise provided by law, for the "matters addressed" in this Agreement. The "matters addressed" in this Settlement are payments under Section V (Payment of Response Costs), and all response actions taken or to be taken and all response costs incurred or to be incurred, in connection with Existing Contamination, by the United States or any other person. However, if the United States or the State exercises rights under the reservations in Section XIII (Reservation of Rights), other than in Paragraphs 43.a (liability for failure by the Club to meet a requirement of this Agreement), 43.b (criminal liability), or 43.c (liability for violations of federal or state law that occur during the Club's ownership of the Property), the "matters addressed" in this Agreement will no longer include those response costs or response actions that are within the scope of the exercised reservation.
The Parties agree that this Agreement shall constitute an administrative settlement pursuant to which the Club has, as of the Effective Date, resolved liability to the United States within the meaning of Section 113(f)(3)(B) of CERCLA, 42 U.S.C. § 9613(f)(3)(B).
The Club shall, with respect to any suit or claim brought by it for matters related to this Agreement, notify EPA and MoDNR in writing no later than sixty (60) days prior to the initiation of such suit or claim. The Club shall, with respect to any suit or claim brought against it for matters related to this Agreement, notify EPA and MoDNR in writing within ten (10) days after service of the complaint or claim upon it. In addition, the Club shall notify EPA and MoDNR within ten (10) days after service or receipt of any Motion for Summary Judgment and within ten (10) days after receipt of any order from a court setting a case for trial, for matters related to this Agreement.
RELEASE AND WAIVER OF LIEN(S)
Subject to the Reservations of Rights in Section XIII of this Settlement, upon payment of the amount specified in Section V (Payment of Response Costs), EPA agrees to release and waive any lien it may have on the Property under Section 107(l) of CERCLA, 42 U.S.C. § 9607(l), as a result of response actions conducted by EPA at the Property.
PUBLIC COMMENT
This Agreement shall be subject to a thirty (30) day public comment period administered by the EPA, after which EPA or MoDNR may withdraw or withhold their consent or seek to modify this Agreement if comments received disclose facts or considerations which indicate that this Agreement is inappropriate, improper or inadequate.
EFFECTIVE DATE
The effective date of this Agreement shall be as follows:
The Effective Date of this Agreement shall be the date upon which both of the following have occurred: (a) EPA issues written notice to the Club that the United States and the State have fully executed the Agreement after review of and response to any public comments received, and (b) the Club takes title to the Property.
If the Club takes title to portions of the Property at different times, the Effective Date of this Agreement shall be determined separately, as to each portion of the Property so acquired, in the manner set forth in Paragraph 56.a above.
The Club shall notify EPA and MoDNR within seven (7) days of taking title to any portion of the Property. 
Notwithstanding the foregoing, for purposes of Section V (Payment of Response Costs), Section VIII (Record Retention) and Section XVI (Effect of Agreement/Contribution), the effective date of this agreement shall be the earliest of the effective dates described in Paragraphs 56.a and 56.b above.
INTEGRATION/APPENDICES
This Agreement and its appendices constitute the final, complete, and exclusive agreement and understanding among the Parties with respect to the resolution of liability embodied in this Agreement. The Parties acknowledge that there are no representations, agreements, or understandings relating to the resolution of liability other than those expressly contained in this Agreement. The following appendices are attached to and incorporated into this Agreement.
Appendix A is a map and legal description of the Property.
Appendix B is a map of the Carter Carburetor Site.
DISCLAIMER
This Agreement in no way constitutes a finding by EPA or MoDNR as to the risks to human health and the environment which may be posed by contamination at the Property or the Site nor constitutes any representation by EPA or MoDNR that the Property or the Site is fit for any particular purpose.	
 ENFORCEMENT; PAYMENT OF COSTS
Notwithstanding Paragraphs 40 and 41 of this Agreement, if the Club fails to comply with the terms of this Agreement, the United States or the State may file a lawsuit for breach of this Agreement, or any provision thereof, in the United States District Court for the Eastern District of Missouri. The United States or the State may elect to intervene in any action related to breach of this Agreement and the Club consents and agrees not to contest the United States' or the State's intervention. In any such action, the Club consents to and agrees not to contest the exercise of personal jurisdiction over it by the court. The Club further acknowledges that venue in the Eastern District of Missouri is appropriate and agrees not to raise any challenge on this basis.
In the event the United States or the State files a civil action as contemplated by Paragraph 59, above, to remedy breach of this Agreement, the United States and the State may seek, and the Court may grant as relief, the following: (a) an order mandating specific performance of any term or provision in this Agreement, without regard to whether monetary relief would be adequate; and (b) any additional relief that may be authorized by law or equity.
The Club shall be liable for all litigation and other enforcement costs incurred by the United States or the State to enforce this Agreement or otherwise obtain compliance. 
NOTICES AND SUBMISSIONS
Any notices, documents, information, reports, plans, approvals, disapprovals, or other correspondence required to be submitted from one party to another under this Agreement, shall be deemed submitted either when an email is transmitted and received, it is hand-delivered, or as of the date of receipt by certified mail/return receipt requested, or express mail.
       Submissions to the Club shall be addressed to: Flint Fowler, President, Boys & Girls Clubs of Greater St. Louis, Inc., 2901 North Grand Avenue, St. Louis, MO 63107-2608, flint@bgcstl.org 
             With copies to: Peter Strassner, Thompson Coburn LLP, One US Bank Plaza, St. Louis, MO 63101, pstrassner@thompsoncoburn.com
       All submissions to U.S. EPA shall be addressed to: Cathie Chiccine, Office of Regional Counsel, 11201 Renner Boulevard, Lenexa, KS 66219, chiccine.cathie@epa.gov
      All submissions to the State, including MoDNR, shall be addressed to: Charles Adamson, General Counsel, Missouri Department of Natural Resources, 1101 Riverside Drive, Jefferson City, Missouri 65101, chuck.adamson@dnr.mo.gov
 

IT IS SO AGREED:

BY:
The Herbert Hoover Boys & Girls Club of St. Louis, Inc. (Purchaser)

_____________________________________________________________
Flint W. Fowler, Ph.D.					Date
President

IT IS SO AGREED:
UNITED STATES ENVIRONMENTAL PROTECTION AGENCY
BY:


_____________________________________________________________
Andrew R. Wheeler	Date
Administrator


_____________________________________________________________
James B. Gulliford	Date
Regional Administrator
Region 7

IT IS SO AGREED:
MISSOURI DEPARTMENT OF NATURAL RESOURCES
BY:

_____________________________________________________________
Director, Missouri Department of Natural Resources 			Date
	




IT IS SO AGREED:
UNITED STATES DEPARTMENT OF JUSTICE
BY:
NATHANIEL DOUGLAS
Deputy Section Chief	
Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice

BY: 
_____________________________________________________________
	Date
Environmental Enforcement Section
Environment and Natural Resources Division
U.S. Department of Justice


IT IS SO AGREED:
MISSOURI ATTORNEY GENERAL'S OFFICE
BY:

_____________________________________________________________
Assistant Attorney General	Date
Governmental Affairs Division

