SPECIAL NOTICE LETTER URGENT LEGAL MATTER PROMPT REPLY NECESSARY CERTIFIED MAIL: RETURN RECEIPT REQUESTED Re: Ellsworth Industrial Park Site Downers Grove, Illinois Dear Sir or Madam: The United States Environmental Protection Agency (U.S. EPA) and certain potentially responsible parties (PRPs) have undertaken response actions at the Ellsworth Industrial Park Site in Downers Grove, Illinois (the Site) pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of l980, as amended, 42 U.S.C. 960l et seq. (CERCLA). These actions included extensive sampling in and around the Site to document the release or threatened release of hazardous substances, pollutants, and contaminants at the Site. These actions have also included funding for hooking up to a public water supply certain residents in areas potentially affected by releases of Site-related hazardous substances into groundwater. Further Response Actions Based on the sampling results in and around the Site, U.S. EPA has determined that a Remedial Investigation/Feasibility Study (RI/FS) is now necessary for properties in the Ellsworth Industrial Park. An RI will identify site characteristics and define the nature and extent of soil, air, surface water and groundwater contamination in the Ellsworth Industrial Park and the risks posed by that contamination. An FS will evaluate different cleanup options for the contamination. Unless U.S. EPA determines that PRPs will voluntarily undertake or fund the RI/FS necessary at the Site, U.S. EPA may, under Section 104 of CERCLA, undertake the RI/FS itself and, under Section 107 of CERCLA, seek reimbursement from PRPs of all costs incurred in connection with the actions taken. Such costs may include, but are not limited to, expenditures for investigation, planning, response and enforcement activities. Moreover, under Section l06 of CERCLA, U.S. EPA may order PRPs to implement response actions deemed necessary by U.S. EPA to protect the public health, welfare or environment from an imminent and substantial endangerment because of an actual or threatened release of a hazardous substance from a Facility. PRP Determination PRPs under Section l07 of CERCLA include current owners and operators at the Site and former owners and operators at the Site at the time of disposal of hazardous substances, as well as persons who owned or possessed hazardous substances and arranged for disposal, treatment, or transportation of such hazardous substances and persons who accepted hazardous substances for transportation for disposal or treatment to a facility selected by such transporter. Based on an extensive review of records related to the release and/or disposal of hazardous substances at the Site, U.S. EPA has identified you as one of several PRPs with respect to the Site. A general description of the sources of information regarding PRPs at the Site is provided as Enclosure A to this letter. A listing of the PRPs for the Site is provided as Enclosure B to this letter. By this letter, U.S. EPA notifies you of your potential liability with regard to this matter and encourages you, as a PRP, to voluntarily perform or finance the RI/FS and any other response activities that the U.S. EPA has determined or will determine are required at the Site. Special Notice and Negotiation Pursuant to Section 122(e)(1) of CERCLA, U.S. EPA has determined that a period of negotiation may facilitate an agreement between the PRPs and U.S. EPA for implementation or financing of an RI/FS for the Industrial Park portion of the Site. Accordingly, U.S. EPA is contacting PRPs identified for the Site to resolve their liability with respect to the RI/FS. To assist you in negotiating with U.S. EPA concerning this matter, attached to this letter is a list of the names and addresses of other PRPs to whom this notification is being sent. It should be noted that inclusion on or exclusion from this list does not constitute a final determination by U.S. EPA concerning the liability of any party for remediation of the Site or for payment of U.S. EPA's response costs. Upon your receipt of this Special Notice, you will have a maximum of 60 days to coordinate with any PRPs and to present to U.S. EPA a "good faith offer" to conduct and/or finance the remedial action to negotiate the terms of a administrative order on consent. In accordance with the requirements of Section 122(e)(2), during this 60-day moratorium, U.S. EPA will not commence remedial action at the Site. U.S. EPA may, however, take action at the Site at any time should a significant threat to human health or the environment arise. Good Faith Offer During the 60-day moratorium period, you and the other PRPs are invited to participate in negotiations with U.S. EPA in an effort to reach a settlement to conduct or finance the RI/FS. The 60-day negotiation period will be extended for up to an additional 30 days if PRPs provide U.S. EPA with a "good faith offer" to conduct or finance the RI/FS. The purpose of this additional time is to allow the PRPs and U.S. EPA a period of time to finalize the settlement, which would be embodied in an administrative order on consent (AOC). A "good faith offer" as referenced above shall include the following: * a statement of the PRPs' willingness to conduct or finance an RI/FS which is consistent with the proposed AOC and Statement of Work (SOW) and which provides a sufficient basis for further negotiations in light of U.S. EPA's SOW; * a detailed response to, and detailed comments, if any, on the attached proposed AOC and SOW. If the offer contemplates modifications to the AOC or SOW, it should make revisions or edits to the enclosed drafts and submit them to U.S. EPA, clearly identifying any such modifications. The response should provide explanations for any major revisions to the attached proposals; * a demonstration of the PRPs' technical capability to undertake the RI/FS. This includes identifying the firm expected to conduct the work, or identifying the process the PRPs will undertake to select a firm; * a demonstration of the PRPs' capability to finance the RI/FS; * a statement concerning the PRPs' willingness to reimburse U.S. EPA for past response and oversight costs; and * the name, address, and phone number of the party or steering committee who will represent the PRPs in negotiations. If U.S. EPA determines that your proposal is not a "good faith offer," you will be notified in writing of U.S. EPA's decision to end the moratorium. If a "good faith offer" is not received within the initial 60-day moratorium, or if a timely settlement cannot be reached, U.S. EPA, pursuant to Section 122(e)(4), may proceed to immediately undertake such further action as is authorized by law, including funding the RI/FS and pursuing a cost recovery claim against the PRPs and/or issuing a Unilateral Administrative Order requiring PRPs to perform the RI/FS. PRP List As stated above, the attached list of the names and addresses of any other PRPs to whom this notification is being sent is provided to assist you in contacting other PRPs in this matter and to negotiate with U.S. EPA. This list is appended as Enclosure B to this letter. Information regarding a ranking by volume and nature of substances contributed by each PRP, as contemplated by Section 122(e)(4)(A), is not available at this time. U.S. EPA recommends that all PRPs form a steering committee responsible for representing the group's interests. A steering committee was formed among the PRPs who previously received a special notice letter from U.S. EPA for the Site and agreed to fund drinking water hookups under an Order with U.S. EPA. The PRP Group contacts under that Order are Bruce White of Karaganis, White & Magel, 414 North Orleans Street - Suite 810, Chicago, Illinois 60610 and Brett Heinrich of Meckler, Bulger & Tilson, 123 North Wacker Drive - Suite 1800, Chicago, Illinois 60606. U.S. EPA recognizes that the allocation of responsibility among the PRPs may be difficult. If the PRPs are unable to reach a consensus among themselves, U.S. EPA encourages the use of a neutral third party to help allocate responsibility and facilitate negotiations among the PRPs. At the PRPs' request, U.S. EPA may help arrange for a third party neutral to assist the parties. Initial Conference To further facilitate your and any other PRPs' ability to present a "good faith offer" within the 60-day time limit, an initial settlement conference will be held on January 12, 2005, in the Lake Superior room, 12th floor, 77 West Jackson Boulevard, Chicago, Illinois at 1:30 p.m. An agenda indicating the topics for discussion is appended as Enclosure C. A draft AOC and a SOW are enclosed as Enclosures D and E, respectively. 90 Day Deadline Except in extraordinary circumstances explained in a written request, no extension to the second 30 day moratorium period will be granted by U.S. EPA. As stated above, if no agreement can be reached, pursuant to Section 122(e)(4), U.S. EPA may immediately proceed to undertake such further action as authorized by law to conduct or require an RI/FS at the Site. U.S. EPA Notification As a PRP, you should notify U.S. EPA in writing within 10 days of receipt of this letter of your willingness to participate in negotiations to perform or finance the activities described above. If U.S. EPA does not receive a timely response, U.S. EPA will assume that you do not wish to negotiate a resolution of your potential responsibility in connection with the Site and that you have declined any involvement in performing the response activities. The response to this special notice letter should indicate the appropriate names, addresses, telephone numbers, fax numbers, and e-mail addresses for further contact with you. The response letter should be sent to: Ross delRosario, RPM Remedial Response Section #5 U.S. Environmental Protection Agency 77 W. Jackson Blvd. (SR-6J) Chicago, Illinois 60604-3590 -or- Thomas Krueger, Associate Regional Counsel U.S. Environmental Protection Agency 77 W. Jackson Blvd. (C-14J) Chicago, Illinois 60604-3590 The factual and legal discussions in this letter are intended solely to provide notice and information, and such discussions are not to be construed as a final U.S. EPA position on any matter set forth herein. Due to the seriousness of the environmental and legal problems posed by conditions at the Site, U.S. EPA urges that you give immediate attention, and provide a prompt response, to this letter. Administrative Record In accordance with Section 113 of CERCLA, 42 U.S.C.  9613, U.S. EPA has established an Administrative Record containing the documents that serve as the basis for U.S. EPA's determination that an RI/FS is necessary for the Ellsworth Industrial Park. This Administrative Record is located at the Downers Grove Public Library, 1050 Curtiss Street, Downers Grove, Illinois and is available to the public for inspection and comment. The Administrative Record is also available, by appointment, for inspection and comment at the Superfund Records Center, U.S. EPA Region 5, 77 West Jackson Boulevard, 7th floor, Chicago, Illinois. You may wish to review the Administrative Record to assist you in responding to this letter, but your review should not delay such response beyond the 60-day period provided by CERCLA. Natural Resource Trustee Notification By a copy of this letter, U.S. EPA is notifying the State of Illinois and the Natural Resources Trustees, in accordance with Section 122(j) of CERCLA, of its intent to enter into negotiations concerning the conduct of an RI/FS at the Site. Resources and Information for Small Businesses As you may be aware, on January 11, 2002, President Bush signed into law the Superfund Small Business Liability Relief and Brownfields Revitalization Act. This Act contains several exemptions and defenses to CERCLA liability, which we suggest that all parties evaluate. You may obtain a copy of the law via the Internet at http://www.epa.gov/swerosps/bf/sblrbra.htm and review EPA guidances regarding these exemptions at http://www.epa.gov/compliance/ resources/policies/cleanup/superfund. U.S. EPA has created a number of helpful resources for small businesses. U.S. EPA has established the National Compliance Assistance Clearinghouse as well as Compliance Assistance Centers which offer various forms of resources to small businesses. You may inquire about these resources at http://www.epa.gov. In addition, the U.S. EPA Small Business Ombudsman may be contacted at http://www.epa.gov/sbo. Finally, U.S. EPA developed a fact sheet about the Small Business Regulatory Enforcement Fairness Act ("SBREFA"), which is available on request. Further Information If you need further information regarding this letter, you may contact Mr. delRosario, the Remedial Project Manager at (312) 886-6195. If you have an attorney handling your legal matters, please direct his or her questions to Mr. Krueger at (312) 886-0562. We hope that you will give this matter your immediate attention. Sincerely, Wendy L. Carney, Chief Remedial Response Branch #1 Enclosures A. Site Activities and Information B. PRP Service List C. Negotiation Meeting Discussion Items D. AOC E. SOW F. SBREFA Fact Sheet cc: Fred Nika, Illinois EPA Renee Cipriano, Illinois EPA Karen Yates, Illinois EPA Beth Wallace, Office of Illinois Attorney General Joel Brunsvold, Illinois DNR Michael T. Chezik, Natural Resources Damages Trustee bcc: Office of Enforcement and Compliance Monitoring Tom Krueger (ORC) Ross delRosario (RPM) OWPE --------------------------------------------------- ENCLOSURE A SITE ACTIVITIES AND INFORMATION 1. The Ellsworth Industrial Park Site located in Downers Grove, Illinois, encompasses an area in which groundwater is contaminated with chlorinated solvents. The Site is a mix of residential, recreational, and commercial/light industry properties. It is bounded by Burlington Avenue to the north, 63rd Street to the south, Lee and Springside Avenues to the east, and Interstate 355 (I-355) to the west. 2. The U.S. EPA has evaluated a large body of information and evidence in connection with its investigation of the Site. Based on these investigations, the U.S. EPA has information indicating that you are a PRP with respect to this Site. Specifically, the U.S. EPA has reason to believe that you are the owner/operator of a portion of the facility, or a former owner/operator of the facility at the time of disposal of hazardous substances at the facility. 3. The U.S. EPA and Illinois EPA have conducted and arranged for sampling and studies at the Site, including the Phase I and Phase II Site Assessments and Data Evaluation Summary Report prepared by Weston Solutions, Inc. 4. Response costs associated with the Site have been incurred by the U.S. EPA. The total U.S. EPA cost incurred for the above referenced studies and other response activities related to the Site is currently being determined. ----------------------------------------------------------------------- ENCLOSURE B POTENTIALLY RESPONSIBLE PARTIES Ames Supply Company 2537 Curtiss Street Downers Grove, Illinois 60515 fax: (630) 964-0497 Ames Supply Company c/o Alan P. Bielawski Sidley Austin Brown & Wood Bank One Plaza 10 South Dearborn Street Chicago, Illinois 60603 fax: (312) 853-7036 Arrow Gear James E. Pielsticker, Exec. Vice President 2301 Curtiss Street Downers Grove, Illinois 60515-4036 fax: (630) 969-0253 Arrow Gear c/o Carey S. Rosemarin 707 Skokie Blvd., Suite 505 Northbrook, Illinois 60062-2857 fax: (312) 896-5786 Bison Gear & Engineering Co. 3850 Ohio Avenue St. Charles, Illinois 60174 fax: (630) 377-6777 Bison Gear & Engineering Co. c/o Joseph A. Strubbe Vedder, Price, Kaufman & Kammholz 222 N. LaSalle Street Chicago, Illinois 60601 fax: (312) 609-5005 Chase Belmont Properties 5103 Chase Downers Grove, Illinois 60515-4012 Chase Belmont Properties c/o Jeffrey D. Jeep The Jeff Diver Group, LLC 1749 South Naperville Road Suite 102 Wheaton, Illinois 60187 fax: (630) 690-2812 Dynagear, Inc. 2500 Curtiss Street Downers Grove, Illinois 60515 Dynagear, Inc. c/o David N. Missner Piper Rudnick, LLP 203 N. LaSalle Street Suite 1900 Chicago, Illinois 60601-1293 fax: (312) 630-7399 Fusibond Piping Systems 2615 Curtiss Street Downers Grove, Illinois 60515 fax: (630) 969-2355 Fusibond Piping Systems c/o Brett D. Heinrich Meckler, Bulger & Tilson 123 North Wacker Drive - Suite 1800 Chicago, Illinois 60606 fax: (312) 474-7898 Global Gear & Machining, LLC 2500 Curtiss Street Downers Grove, Illinois 60515 fax: (630) 969-1736 Global Gear & Manufacturing, LLC c/o Michael J. Hughes Neal, Gerber & Eisenberg 2 North LaSalle Street Chicago, Illinois 60602-3801 fax: (312) 269-1747 William Helwig 9S456 Millbrook Drive Downers Grove, IL 60516-5040 William Helwig c/o Paul E. Lubanski Bischoff Partners 217 N. Jefferson, Suite 600 Chicago, Illinois 60661 fax: (312) 466-1186 Katrine Family Limited Partnership c/o Lindy Manufacturing Company David A. Collins, President 6 South 167 Canterbury Court Naperville, Illinois 60540 fax: (630) 963-5308 Lindy Manufacturing Company David A. Collins, President 6 South 167 Canterbury Court Naperville, Illinois 60540 fax: (630) 963-5308 Lindy Manufacturing Company c/o Linda P. Kurtos Eimer Stahl Klevorn & Solberg 122 S. Michigan Avenue, Suite 1776 Chicago, Illinois 60603 fax: (312) 692-1718 Lovejoy, Inc. 2655 Wisconsin Avenue Downers Grove, Illinois 60515 fax: (630) 852-2120 Lovejoy, Inc. c/o Nancy J. Rich Katten Muchin Zavis Rosenman 525 West Monroe Street Suite 1600 Chicago, Illinois 60661-3693 fax: (312) 902-1061 Magnetrol International, Inc. 5300 Belmont Road Downers Grove, Illinois 60515 fax: (630) 969-9489 Magnetrol International, Inc. c/o Michael J. Maher Swanson, Martin & Bell One IBM Plaza - Suite 2900 330 North Wabash Chicago, Illinois 60611 fax: (312) 321-0990 The Morey Corporation Dana Morey, Vice President 100 Morey Drive Woodridge, Illinois 60517 fax: (630) 754-2001 The Morey Corporation c/o Gary S. Rovner Foley & Lardner 321 North Clark Suite 2800 Chicago, Illinois 60610 fax: (312) 832-4700 Precision Brand Products, Inc. 2250 Curtiss Street Downers Grove, Illinois 60515 fax: (630) 969-0310 Precision Brand Products, Inc. c/o A. Bruce White Karaganis, White & Magel 414 North Orleans Street - Suite 810 Chicago, Illinois 60610 fax: (312) 836-9083 Principal Manufacturing Corporation Paul A. Barnett, President 2800 S. 19th Avenue Broadview, Illinois 60153 fax: (708) 865-7632 Principal Manufacturing Corporation c/o Lawrence H. Brenman Much Shelist Freed Denenberg Ament & Rubenstein 191 North Wacker Drive Suite 1800 Chicago, Illinois 60606 fax: (312) 521-2571 Rexnord Corporation 2400 Curtiss Street Downers Grove, Illinois 60515 fax: (630) 969-8827 Rexnord Corporation c/o Todd R. Weiner McDermoot, Will & Emery 227 West Monroe Street Chicago, Illinois 60606-5096 fax: (312) 984-2098 RHI Holdings, Inc. 1750 Tyson's Boulevard, Suite 1400 McLean, Virginia 22101 RHI Holdings, Inc. c/o Peter V. Baugher Schopf & Weiss 312 West Randolph Street, Suite 300 Chicago, Illinois 60606-1721 fax: (312) 701-9335 Scot Incorporated Randy Slaboch, Director of Operations 2525 Curtiss Street Downers Grove, Illinois 60615 fax: (630) 969-4719 Scot Incorporated c/o Edward V. Walsh, III Sachnoff & Weaver 30 South Wacker Drive 29th Floor Chicago, Illinois 60606-7484 fax: (312) 207-6400 Tricon Industries, Inc. Randolph Grandle, President 1600 Eisenhower Lane, #200 Lisle, Illinois 60532 fax: (630) 963-0597 Tricon Industries, Inc. c/o Carol A. Douglas Ungaretti & Harris 3500 Three Bank One Plaza Chicago, Illinois 60602 fax: (312) 977-4405 White Lake Building Corp. 2537 Curtiss Street Downers Grove, Illinois 60515 fax: (630) 964-0497 White Lake Building Corp. c/o John W. Loseman Lewis, Overbeck & Furman 135 S. LaSalle Street Suite 2300 Chicago, Illinois 60603 fax: (312) 580-1200 Wisconsin Avenue Property LLC 527 North Sheridan Road Waukegan, Illinois 60085 Wisconsin Avenue Property LLC c/o Johnine J. Brown 836 West Ancona Street Chicago, Illinois 60622 fax: (312) 829-0758 Wisconsin Avenue Property LLC c/o Michael Caron Bloch, Caron & Lyon 790 Estate Drive, # 180 Deerfield, Illnois 60015 fax: (847) 945-8812 --------------------------------------------------- ENCLOSURE C NEGOTIATION MEETING DISCUSSION ITEMS January 12, 2005 Lake Superior, 12th floor 77 West Jackson Boulevard Chicago, Illinois 1:30 p.m. Topics for discussion: *Background Information on the Site *Response Activities to Date *Liability of Responsible Parties Under CERCLA *Explanation of Expected PRP Response Activities *Structure of Consent Order Negotiations *Allocation/ADR issues --------------------------------------------------- ENCLOSURE D Order on Consent --------------------------------------------------- ENCLOSURE E Scope of Work