Senior Assistant Attorney General Alaska Departm

CRAIG T. RICHARDS ATTORNEY GENERAL Jennifer A. Currie (Alaska Bar No. 0609056) Senior Assistant Attorney General Alaska Department of Law Environmental Section 1031 W. 4th Avenue, Suite 200 Anchorage, Alaska 99501-7022 (907) 269-5274 (907) 278-7022 (fax) [email protected] Attorneys for the State of Alaska, Department of Environmental Conservation IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ALASKA

STATE OF ALASKA, Plaintiff, v. UNITED STATES OF AMERICA, ALASKA DEPARTMENT OF TRANSPORTATION AND PUBLIC FACILITIES, ALASKA DEPARTMENT OF EDUCATION AND EARLY DEVELOPMENT, KUSPUK SCHOOL DISTRICT, ALASCOM INC., AT&T CORP., EXELIS ASI, INC., AND LOCKHEED MARTIN CORPORATION,

Case No. 3:16-cv-00040-JWS CONSENT DECREE

Defendants.

RECITALS WHEREAS, the State of Alaska, on behalf of the Alaska Department of Environmental Conservation (“ADEC”), has filed a Complaint herein against the United

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States of America (“United States”); Alaska Department of Transportation and Public Facilities (“DOTPF”); Alaska Department of Education and Early Development (“DEED”); the Kuspuk School District (“KSD”); Alascom, Inc. and AT&T Corp. (collectively “Alascom”); Exelis Arctic Services, Inc. (“Exelis ASI”); and Lockheed Martin Corporation (“Lockheed Martin”) (collectively, “the Settling Defendants”) (“Complaint”). The Complaint alleges causes of action under the Comprehensive Environmental Response, Compensation and Liability Act, 42 USC §§ 9601-9675 (“CERCLA”) and Alaska’s “mini-CERCLA” statute (AS 46.03.822 and AS 46.03.760) for the recovery of past and future response costs incurred by ADEC in responding to discharges of materials containing polychlorinated biphenyls (“PCBs”) and trichloroethylene (“TCE”) into the environment in the vicinity of the Joe Parent Vocational Education Center (“JPVEC”), which is located on the site of a former U.S. Air Force White Alice Communications System (“WACS”) facility near the Village of Aniak (“the Site” 1), and for injunctive relief under AS 46.03.765 and 42 U.S.C. § 9621(e)(2) to require the Settling Defendants to respond to PCBs and TCE remaining in the environment at the Site, as provided in this Consent Decree; and WHEREAS, the WACS was built on federally owned land in the 1950s to support the United States’ Department of Defense’s first-response system and to provide a reliable communications system over some of the most remote areas of Alaska for the benefit of the military and the public. The WACS was constructed between 1955 and 1958 and officially activated on January 14, 1958. Like other facilities in the WACS network, the Aniak WACS facility, located on the Site, included generators and other 1

A map depicting the Site is attached as Exhibit A to this Consent Decree.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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electrical equipment, including large transformers containing PCBs. TCE was utilized at the Site in various cleaning operations; and WHEREAS, the Site was owned by the United States and operated by Operations and Maintenance (“O&M”) contractors working for the United States. The United States contracted at various times with Federal Electric Company (“FEC”) and ITT Arctic Services, Inc. (“ITTASI”) now known as Exelis ASI, and with RCA Service Company (“RCA Service”), an alleged predecessor of Lockheed Martin, for O&M of the WACS facilities, including the Site. FEC operated the Site under contract to the United States from approximately 1958 until 1960. RCA Service operated the Site under contract to the United States from approximately 1960 to 1969. ITTASI operated the Site under contract to the United States from approximately 1969 until 1976. RCA Alascom, an alleged predecessor of Alascom, Inc., leased the Site and operated it between approximately 1976 and 1979; and WHEREAS, on December 12, 1978, the Kuspuk School Board passed a resolution stating its desire to use the Site for educational purposes. In 1979, following deactivation and a formal declaration of excess by the United States for the Site, the Site was processed by the United States for disposal. The United States entered into a license granting DEED occupancy rights to the Site beginning May 1, 1979, for the stated purpose of converting the Site to a school. Quantities of PCB in transformers and TCE in containers allegedly remained at the Site when DEED received this license. KSD contracted for conversion of the Site to the school in 1979 and 1980. The State of Alaska, acting through DEED, funded the conversion work. Ultimately, in September 1981, the United States executed a release and transfer of the Site to the State of Alaska. Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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The Site is owned by DOTPF. KSD has continued to operate a school at the Site since 1980; and WHEREAS, ADEC alleges in its Complaint that, during the operation of the Site, each of the O&M contractors released PCBs and TCE to the environment while under contract to the United States and, in addition, that PCBs and/or TCE were discharged to the environment during the Alascom lease and during KSD’s conversion of the Site to become the JPVEC; and WHEREAS, in entering into this Consent Decree, the Settling Defendants do not admit any allegation of fact or conclusion of law in ADEC’s Complaint, or any allegation of fact or conclusion of law made by any Party in any other proceeding, or any liability, wrongdoing or violation of any federal, state or local statute, regulation, contract, policy or procedure; and WHEREAS, following mediation, the Settling Defendants agree, and this Court by entering this Consent Decree finds, that this Consent Decree has been negotiated by the Settling Defendants and ADEC, hereinafter the Parties, in good faith and at arm’s length, that settlement of this matter and the final allocation of payments set forth herein will avoid prolonged and complicated litigation among the Parties, and that this Consent Decree is fair, reasonable, and in the public interest. THEREFORE, with the Consent of the Parties to this Decree, it is ORDERED, ADJUDGED, AND DECREED: I. 1.

JURISDICTION

This Court has jurisdiction over the subject matter of this action pursuant

to 28 U.S.C. §§ 1331, 1346 and 1367, and CERCLA, 42 U.S.C. §§ 9607 and 9613(b). Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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This Court has personal jurisdiction over Settling Defendants. Settling Defendants consent to and shall not challenge this Consent Decree or this Court’s jurisdiction to enter and enforce this Consent Decree. II. PARTIES BOUND 2.

This Consent Decree is binding upon ADEC in its capacity as plaintiff and

upon Settling Defendants and their 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 the status or responsibilities of Settling Defendants under this Consent Decree. III. DEFINITIONS 3.

Whenever terms listed herein are used in this Consent Decree or in an

Exhibit hereto, the following definitions apply. Subject to application of the definitions set forth below, terms defined in 42 U.S.C §9601 or AS 46.03.900 shall have the meanings ascribed therein unless inconsistent with other provisions herein or unless the context otherwise reasonably requires. In the event of a conflict between federal and state law, it is agreed that federal law will prevail. a.

“ADEC's Past PCB Costs” means the recoverable response costs,

including oversight or other administrative expenses that ADEC has incurred in connection with response actions at the Site through September 30, 2014 arising from the presence of PCBs on the Site. The Parties agree that ADEC’s Past PCB Costs total $5,370,385.45 for PCBs including recoverable interest as of September 30, 2014. b.

“ADEC's Future PCB Costs” means recoverable response costs

incurred after September 30, 2014 by ADEC, arising from the presence of PCBs on the Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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Site, in connection with the costs of response for oversight or other administrative expense related to the Covered Matters and this Consent Decree, including but not limited to review by ADEC or the Alaska Department of Law of any proposed work plans, amendments, reports, or other submissions made pursuant to this Consent Decree, but only to the extent such costs pertain to PCBs. c.

“Covered Matters” means those past or future claims, causes of

action or remedies (“Claims”) relating to (i) PCB contamination at the Site, including but not limited to performance of the PCB Cleanup and any Future PCB Cleanup as defined below, and (ii) performance or funding of the TCE RI/FS, as defined below, arising under: CERCLA; the Resource Conservation and Recovery Act, 42 U.S.C. 42 U.S.C. §§ 6901 - 6992k (“RCRA''); the Clean Water Act, 33 U.S.C. §§ 1251 - 1387; and any equivalent Alaska Statutes (including AS 46.03.822). Without otherwise limiting the foregoing, “Covered Matters” does not include Claims related to (i) performance of the operation and maintenance of the sub-slab depressurization system and associated equipment at JPVEC, which the PRPs are funding under a prior agreement on an interim basis; or (ii) past or future Claims or ADEC costs of response relating to performance or funding of actions in response to TCE contamination at the Site including but not limited to those that are undertaken in accordance with the TCE RI/FS and approved by ADEC. d.

“Effective Date” means the date on which this Consent Decree is

entered by the Court. e.

“Established Institutional Controls” means institutional controls, if

any, that ADEC determines are necessary for the Site in order to reduce risk to human health or the environment presented by any PCB-contaminated soil beneath the JPVEC, Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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which will be investigated and, if necessary, removed when the JPVEC building is removed by the owner. f.

“Estimated PCB Cleanup Cost” is the estimated future cost of

implementing the PCB Cleanup Plan, as defined below, which ADEC and the Settling Defendants have determined is approximately $6 million. g.

“Estimated TCE RI/FS Cost” is the estimated cost for development

and implementation of the TCE RI/FS Plan and completion of the TCE RI/FS, which ADEC and the Settling Defendants have determined is approximately $1.1 million. h.

“Future PCB Cleanup” means the future response actions to

address soils that contain PCBs at a concentration greater than 1 mg/kg as determined by customary scientific and statistical measurement procedures, which soils are not presently accessible because they are under the JPVEC or so proximate to foundations that it is deemed imprudent to attempt removal until the building is demolished by the owner. i.

“Future Response Costs” means the costs incurred and paid

hereunder by the PRPs, as defined below, to perform the PCB Cleanup, the Future PCB Cleanup, and the TCE RI/FS, including payment of ADEC’s Future PCB Costs. j.

“Hazardous Substance” has the meaning set forth in 42 U.S.C.

k.

“PCB Cleanup” means response actions to address soils (except

§9601(14).

soils that are part of the Future PCB Cleanup) that contain PCBs at a concentration greater than 1 mg/kg as determined by customary scientific and statistical measurement procedures. Implementation and, if required, ongoing maintenance of Established Institutional Controls is a part of the PCB Cleanup. Costs incurred to perform the PCB Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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Cleanup, including the PCB Cleanup Coordinator’s internal administrative expenses to administer the PCB Cleanup, are the PCB Cleanup Costs. l.

“PCB Cleanup Plan” means the plan approved by all PRPs and

submitted by DOTPF to ADEC under 18 AAC 75.360 on January 6, 2015, which ADEC approved on February 25, 2015, and any Work Requirement Documents providing for completion of the PCB Cleanup, including any Established Institutional Controls to address any risks presented by any PCB-contaminated soil to be addressed during the Future PCB Cleanup. m.

“PCB Cleanup Coordinator” means DOTPF, which will pursuant

to its agreement herein: (a) contract with qualified person(s) to undertake and complete the PCB Cleanup and any Future PCB Cleanup, and (b) establish and manage the PCB Cleanup Trust Account, as defined below. DOTPF’s role as PCB Cleanup Coordinator neither increases nor decreases DOTPF’s other obligations, undertakings, liability, payments or performance, in its capacity as a PRP, and as otherwise provided in this Consent Decree. n.

“PCB Cleanup Trust Account” means the subaccount in the State

of Alaska, Department of Revenue’s Miscellaneous Agency Trust Fund, described infra at Paragraph 27. o.

“Potentially Responsible Party/Potentially Responsible Parties”

and “PRP/PRPs” means the Settling Defendants, individually or collectively, as the context provides. p.

“Site Cleanup Work” means the PCB Cleanup, any Future PCB

Cleanup, and the TCE RI/FS, either collectively or individually as the context requires. Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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q.

“State of Alaska” means the state known as Alaska and includes all

of its departments, agencies, officers and instrumentalities, including, without limitation, ADEC. r.

“TCE RI/FS” means a remedial investigation of TCE

contamination at the Site and a feasibility study of potential response actions to address human health and environmental risks from TCE contamination at the Site, including an evaluation of alternative remedies, that meets the requirements of the National Contingency Plan (“NCP”), 40 CFR Part 300. The TCE RI/FS will be conducted substantially in accordance with United States Environmental Protection Agency (“EPA”) regulations for preparation of Remedial Investigations and Feasibility Studies for Superfund sites under 40 CFR § 300.430, including discussion of alternative remedies. The TCE RI/FS will include, without limitation, a program of sampling, monitoring and analyzing TCE concentrations in groundwater and, as appropriate, soil and soil gas and indoor air, at the Aniak Site for the purpose of identifying response action options. Costs to perform the TCE RI/FS, including without limitation preparation of the TCE RI/FS Plan, are the TCE RI/FS Costs. s.

“TCE RI/FS Plan” means a plan, including any Work Requirement

Documents, as discussed in 18 AAC 75.360, which the TCE RI/FS Coordinator shall develop and submit to ADEC for approval within ninety (90) days after the Effective Date. t.

“TCE RI/FS Coordinator” means Alascom, Exelis ASI, and

Lockheed Martin which will jointly pursuant to their agreement herein contract with qualified person(s) to undertake and complete the TCE RI/FS. Alascom’s, Exelis ASI’s, Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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and Lockheed Martin’s joint role as TCE RI/FS Coordinator neither increases nor decreases any of their other obligations, undertakings, liability, payments or performance, in their capacity as PRPs, as otherwise provided in this Consent Decree. u.

“United States” means the United States of America, including all

of its departments, agencies, and instrumentalities. v.

“Work Requirement Documents” means the approved PCB

Cleanup Plan, any approved Future PCB Cleanup plan, the TCE RI/FS Plan, related work plans and any other related orders or documents developed after the PCB Cleanup Plan, any Future PCB Cleanup plan, or the approved TCE RI/FS Plan, including any amendments or modifications of such documents, that address the response actions that are necessary to accomplish the PCB Cleanup, any Future PCB Cleanup, and/or the TCE RI/FS, collectively or individually as the context requires. IV. TERMS AND CONDITIONS A.

Performance of the Site Cleanup Work: PCB Cleanup

4.

DOTPF, as the PCB Cleanup Coordinator, shall undertake and complete

the PCB Cleanup and any Future PCB Cleanup. The PRPs shall fund all costs of the PCB Cleanup and any Future PCB Cleanup as set forth in this Consent Decree. 5.

KSD and DOTPF agree to implement Established Institutional Controls

for PCB contamination under the JPVEC building. 6.

Commencing upon the date of lodging of this Consent Decree, KSD

agrees to provide the PCB Cleanup Coordinator and its representatives and contractors access to the Site at reasonable times and on reasonable terms and conditions for the implementation of the PCB Cleanup Plan and any Future PCB Cleanup plan. Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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7.

Upon the Effective Date of this Consent Decree, the PCB Cleanup

Coordinator shall within 30 days initiate the procurement of one or more qualified persons to conduct the PCB Cleanup. The contractor(s) shall be selected in accordance with the applicable law, including the Alaska Procurement Code, AS 36.30. The PCB Cleanup Coordinator shall manage performance of such contracts. To be qualified, in addition to meeting the requirements of 18 AAC 75.990(100), the contractor(s) must be insured with at least $2 million of Commercial General Liability, Pollution Liability, Errors and Omissions, and Automobile Liability insurance as well as Workers’ Compensation insurance in the amounts required by law. The PCB Cleanup and any Future PCB Cleanup shall be conducted in accordance with applicable federal, state, and local law. The PCB Cleanup Coordinator shall provide all PRPs with a copy of any proposed contract not less than fifteen (15) business days before award, and thereafter shall provide all PRPs with any Work Requirement Documents at the same time they are submitted to DEC, except that the PCB Coordinator shall provide all PRPs with a copy of any Work Requirement Document that that will result in (1) an increase in the total contract price, (2) any increase in the duration of the contract time, or (3) any material change in the contract scope not less than ten (10) business days before submission to ADEC or issuance to the PCB Cleanup Contractor. In order to speed up response times, each PRP shall provide the PCB Cleanup Coordinator with the name of an employee or agent with operational knowledge of the Cleanup, to whom the Work Requirement Documents will be submitted. PRPs shall provide any comments or objections to the PCB Cleanup Coordinator within five (5) business days after receipt of any Work

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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Requirement Documents and all PRPs commit to good faith efforts to promptly resolve any issues raised. 8.

The PCB Cleanup Coordinator shall act on its own behalf and not as an

agent or employee of any of the Parties in such arranging, performing or contracting. Neither shall any PRP’s payments under this Consent Decree nor ADEC’s stipulation for entry of this Consent Decree constitute or be construed as an assumption by the other PRPs or ADEC of any responsibility whatsoever, whether legal, contractual, or otherwise, for the actions taken to perform the PCB Cleanup or any Future PCB Cleanup, except for any obligation to pay a share of all expenses as provided herein. 9.

The PCB Cleanup Coordinator shall cause its contractor(s) to prepare and

submit to ADEC written progress reports as required by ADEC. The other PRPs shall be provided with a copy of all progress reports. 10.

At the written request of ADEC or any Settling Defendant, the PCB

Cleanup Coordinator shall ensure that it or any of its contractor(s) for the PCB Cleanup and any Future PCB Cleanup shall make available for inspection and copying all documents, records, photographs, data and other writings in PCB Cleanup Coordinator's or its contractor(s)’ possession that are reasonably related to the PCB Cleanup or any Future PCB Cleanup. All reasonable costs incurred by the PCB Cleanup Coordinator or any of its contractor(s) with respect to a request by ADEC pursuant to this paragraph shall be a Covered Matter and subject to reimbursement as a PCB Cleanup Cost. Any PRP making a request for inspection shall pay all reasonable costs of its inspection and copying.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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11.

The PCB Cleanup Coordinator’s obligation to proceed with the PCB

Cleanup and any Future PCB Cleanup shall be contingent upon there being adequate funds available in the PCB Cleanup Trust Account to permit the PCB Cleanup Coordinator to fund the PCB Cleanup or any Future PCB Cleanup, including the PCB Cleanup Coordinator’s expenses of administering the PCB Cleanup or any Future PCB Cleanup. The PCB Cleanup Coordinator shall be entitled to cease all work on the PCB Cleanup or any Future PCB Cleanup if inadequate funds are available in the PCB Cleanup Trust Account. Nothing in this Paragraph shall relieve the PCB Cleanup Coordinator of its obligation to fund its share of the PCB Cleanup or any Future PCB Cleanup. 12.

All terms of this Consent Decree with respect to the PCB Cleanup shall

apply in the same manner to any Future PCB Cleanup, subject only to an ADECapproved work plan for such future work and adjustment of dates and time frames as reasonably necessary. The parties bind themselves to cooperate in good faith to effect the intent of this Consent Decree as concerns any Future PCB Cleanup, and submit to the continuing jurisdiction of this Court as concerns the same. B.

Performance of the Site Cleanup Work: TCE RI/FS

13.

Alascom, Exelis ASI and Lockheed Martin, acting jointly as the TCE

RI/FS Coordinator, shall undertake and complete the TCE RI/FS. The PRPs shall jointly fund that work as set forth in this Consent Decree. 14.

Commencing upon the date of lodging of this Consent Decree, KSD and

DOTPF agree to provide the TCE RI/FS Coordinator and its joint representative(s) and contractor(s) access to the Site at reasonable times and on reasonable terms and Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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conditions for the development of the TCE RI/FS Plan and for implementation of the TCE RI/FS. The PCB Cleanup Coordinator and the TCE RI/FS Coordinator shall use their best efforts to timely communicate plans, schedules, and otherwise coordinate their respective activities and those of others subject to their control, so as to avoid potential conflicts or interference with work by contractor(s) to the greatest extent possible. In the event of an unavoidable conflict, the work of the PCB Cleanup Coordinator shall have priority over that of the TCE RI/FS Coordinator. Work under control of the TCE RI/FS Coordinator shall not impede the operations of the Aniak Airport. The TCE RI/FS Coordinator and its contractor(s) shall not enter any portion of the Aniak Airport beyond the area leased to KSD without the prior written consent of the DOTPF, which shall not be unreasonably withheld. 15.

Within thirty (30) days after the Effective Date of this Consent Decree,

and after consulting with the other Parties, the TCE RI/FS Coordinator shall contract with one or more qualified persons (the “TCE RI/FS Contractor”) to develop the TCE RI/FS Plan and thereafter to conduct or supervise the TCE RI/FS. The TCE RI/FS Coordinator shall manage performance of such contracts. To be qualified, in addition to meeting the requirements of 18 AAC 75.990(100), the TCE RI/FS Contractor must be insured with at least $2 million of Commercial General Liability, Pollution Liability, Errors and Omissions, and Automobile Liability insurance as well as Workers' Compensation insurance in the amounts required under federal and state law. 16.

The TCE RI/FS Coordinator (directly or through its TCE RI/FS Contractor

or designee) shall prepare and submit to ADEC written progress reports as required by

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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ADEC. The TCE RI/FS Coordinator shall ensure that the other PRPs are provided with a copy of all progress reports. 17.

At the written request of ADEC or any Settling Defendant, the TCE RI/FS

Coordinator shall ensure that it or any of its contractor(s) for the RI/FS work shall make available for inspection and copying all documents, records, photographs, data and other writings in the TCE RI/FS Coordinator’s or its contractor(s)’ possession that are reasonably related to the TCE RI/FS, except insofar as the TCE RI/FS Coordinator demonstrates a reasonable basis for withholding such documents as confidential, privileged or attorney work-product. All reasonable costs incurred by the TCE RI/FS Coordinator or its contractor(s) pursuant to this paragraph shall be subject to reimbursement, on an interim basis, as part of the Estimated TCE RI/FS Cost. Any PRP making a request for inspection shall pay all reasonable costs of its inspection and copying. 18.

The TCE RI/FS Coordinator’s obligation to proceed with the TCE RI/FS

shall be contingent upon there being adequate funds available to permit the TCE RI/FS Coordinator to proceed with the TCE RI/FS, including the TCE RI/FS Coordinator’s expenses of administering the cleanup. The TCE RI/FS Coordinator shall be entitled to cease all work on the TCE RI/FS if inadequate funds are available. Nothing in this Paragraph shall relieve the TCE RI/FS Coordinator of its obligation to fund its share of the TCE RI/FS. C.

Payment of ADEC’s Past PCB Costs

19.

Within 120 days after the Effective Date, the United States shall pay to

ADEC $3,933,807.34 in payment of ADEC’s Past PCB Costs representing 73.25% of Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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ADEC’s Past PCB Costs (including interest). Such payment shall be made pursuant to Paragraph 26, below. 20.

Within 30 days of the Effective Date, KSD, DEED and DOTPF shall

jointly pay to ADEC the total sum of $872,687.64 representing 16.25% of ADEC’s Past PCB Costs. 21.

Within 30 days of the Effective Date, Alascom, Exelis ASI, and Lockheed

Martin shall jointly pay to ADEC the total sum of $563,890.47 representing 10.5% of ADEC’s Past PCB Costs. D.

Payments of ADEC’s Future PCB Costs

22.

ADEC shall, on a biannual basis, provide invoices to the Settling

Defendants for their respective shares of ADEC’s Future PCB Costs: United States: 73.25% DEED, DOTPF and KSD (jointly): 16.25% Alascom, Exelis ASI, Lockheed Martin (jointly): 10.5%. 23.

Non-United States Settling Defendants shall pay each invoice for

ADEC’s Future PCB Costs within sixty (60) days after receipt of the invoice. 24.

The United States shall pay each invoice for ADEC’s Future PCB Costs

within 120 days after receipt of the invoice. 25.

Payments by the United States herein are subject to the availability of

funds appropriated and legally available for such purpose. No provision of this Consent Decree shall be interpreted as or constitute a commitment or requirement that the United States obligate or pay funds in contravention of the Anti-Deficiency Act, 31 U.S.C. § 1341, or any other applicable provision of law.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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E.

Payment Information for Payments Made to ADEC.

26.

All payments other than by the United States to be made to ADEC under

this Consent Decree shall be made by check, State of Alaska warrant, or State of Alaska interagency transfer payable to the State of Alaska and shall be directed to the address indicated on the ADEC invoice, unless ADEC and any PRP agree to payment by wire transfer or other form of electronic payment. The United States’ payments shall be made by wire transfer to the address supplied from time to time by ADEC, initially as set forth below in Paragraph 27. F.

Payments to Fund PCB Cleanup

27.

DOTPF, as the PCB Cleanup Coordinator, shall cause the State of

Alaska, Department of Administration, to create a subaccount in the State’s Miscellaneous Agency Trust Fund, to be designated the PCB Cleanup Trust Account. Funds placed in the PCB Cleanup Trust Account may be comingled with other State funds, but shall be accounted for separately and shall be used solely for payment of PCB Cleanup Costs. Within 120 days after the Effective Date, the United States shall make an initial payment to the PCB Cleanup Trust Account via Automated Clearinghouse (ACH) electronic funds transfer to the destination identified by the PCB Cleanup Coordinator in the amount of $4,395,000. This amount is 73.25% of the Estimated PCB Cleanup Cost. The funds shall be disbursed to fund implementation of the PCB Cleanup Plan. The PCB Cleanup Coordinator shall provide the United States with the account information necessary to make the electronic funds transfer, including: (a) payee account name; Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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(b) ACH routing number (9 digits) for ACH payment; (c) American Banking Association (ABA) routing number (9 digits) for FedWire payment; (d) payee account number; (e) account type (checking or savings); (f) financial institution name; (g) financial institution city and state; and (h) taxpayer ID numbers for account holder. 28.

Within 30 days of the Effective Date, DEED, DOTPF and KSD shall

jointly make an initial payment to the PCB Cleanup Trust Account in the amount of $975,000. This amount is 16.25% of the Estimated PCB Cleanup Cost. The funds shall be disbursed to fund implementation of the PCB Cleanup Plan. 29.

Within 30 days of the Effective Date, Alascom, Exelis ASI and

Lockheed Martin shall jointly make an initial payment to the PCB Cleanup Trust Account in the amount of $630,000. This amount is 10.5% of the Estimated PCB Cleanup Cost. The funds shall be disbursed to fund implementation of the PCB Cleanup Plan. G.

Supplemental Payments to Fund PCB Cleanup; Cost Overrun Provisions

30.

The PCB Cleanup Coordinator shall provide the parties with an

accounting of project costs and estimates of projected Cost Overruns in compliance with the requirements of Exhibit B. 31.

Upon receipt of notice from the PCB Cleanup Coordinator that the PCB

Cleanup Plan cannot be completed without expenditure of additional funds beyond the

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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Estimated PCB Cleanup Cost (“Cost Overrun”), together with a revised Estimated PCB Cleanup Cost that is reasonably supported by appropriate documentation (the “Revised Estimated PCB Cleanup Cost”), the Settling Defendants shall each make a supplemental payment to the PCB Cleanup Trust Account (“Supplemental PCB Cleanup Payment”). The amount of the Supplemental PCB Cleanup Payment for each payor shall be a percentage of the additional amount reflected by the Revised Estimated Cleanup Cost in the following amounts: United States: 73.25% DEED, DOTPF and KSD (jointly): 16.25% Alascom, Exelis ASI, Lockheed Martin (jointly): 10.5% Settling Defendants other than the United States shall pay their respective Supplemental PCB Cleanup Payment within thirty (30) days of receipt of notice from the PCB Cleanup Coordinator or, if DEED, DOTPF, and KSD must seek an additional appropriation to fund their share, ten (10) days after the date notice is received that the necessary funds have been appropriated and are available, whichever date is later. The United States’ payment is due (a) within 120 days after receipt of said notice hereunder from the PCB Cleanup Coordinator or (b) 30 days after receipt of said notice hereunder that necessary funds have been appropriated, whichever date is later. The United States’ payment shall be made in the same form as the United States’ original payment (wire transfer) pursuant to Paragraph 27. The foregoing Supplemental PCB Cleanup Payment/Cost Overrun procedure may occur more than once, if and as required in order to provide funding for completion of the PCB Cleanup.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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H.

Payments to Fund TCE RI/FS; Supplemental Payments to Fund TCE RI/FS; Cost Overrun Provisions

32.

Within 120 days after the Effective Date, the United States shall make an

initial payment to the TCE RI/FS Contractor via Automated Clearinghouse (ACH) electronic funds transfer to the destination to be provided by the TCE RI/FS Contractor, in the amount of $495,000. This amount is 45% of the Estimated TCE RI/FS Cost. The funds shall be applied by the TCE RI/FS Contractor upon direction of the TCE RI/FS Coordinator to fund development and implementation of the TCE RI/FS Plan. 33.

Within thirty (30) days of the Effective Date, DEED, DOTPF and KSD

shall jointly make an initial payment to the TCE RI/FS Contractor in the amount of $110,000. This amount is 10% of the Estimated TCE RI/FS Cost. The funds shall be applied by the TCE RI/FS Contractor upon direction of the TCE RI/FS Coordinator to fund development and implementation of the TCE RI/FS Plan. 34.

The TCE RI/FS Coordinator shall direct the TCE RI/FS Contractor to

apply the funds received from the United States to pay 45% of the TCE RI/FS Contractor’s approved invoices for work on the TCE RI/FS and to apply the funds received from DEED, DOTPF and KSD to pay 10% of the TCE RI/FS Contractor’s approved invoices for work on the TCE RI/FS, with the remaining 45% of each such approved invoice to be paid by Alascom, Exelis ASI, and Lockheed Martin jointly, up to a total of $495,000. 35.

Upon receipt of notice from the TCE RI/FS Coordinator that the TCE

RI/FS cannot be completed without expenditure of additional funds beyond the Estimated TCE RI/FS Cost or if ADEC is requiring additional work to complete or supplement the

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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TCE RI/FS (“TCE Cost Overrun”), together with a revised Estimated TCE RI/FS Cost that is reasonably supported by appropriate documentation (the “Revised Estimated TCE RI/FS Cost”), the United States, and DEED, DOTPF and KSD (jointly) shall make supplemental payments by deposit directly with the TCE RI/FS Contractor, and Alascom, Exelis ASI and Lockheed Martin shall jointly be responsible for the balance of the Revised Estimated TCE RI/FS Cost (all being a “Supplemental TCE RI/FS Payment”). The amount of the Supplemental TCE RI/FS Payments for each payor shall be a percentage of the additional amount reflected by the Revised Estimated TCE RI/FS Cost in the following amounts. United States: 45% DEED, DOTPF and KSD (jointly): 10% Alascom, Exelis ASI, Lockheed Martin (jointly): 45% DEED, DOTPF and KSD (jointly) shall pay and Alascom, Exelis ASI and Lockheed Martin shall become responsible for their respective Supplemental Estimated TCE RI/FS Payments within thirty (30) days of receipt of each notice from the Estimated TCE RI/FS Coordinator or, if DEED, DOTPF, and KSD must seek an additional appropriation to fund their share, ten (10) days after the date notice is received that the necessary funds have been appropriated and are available, whichever date is later. The United States’ payments are due (a) within 120 days after receipt of said notice hereunder from the TCE RI/FS Coordinator, or (b) 30 days after receipt of said notice hereunder that necessary funds have been appropriated, whichever date is later and shall be made in the same form as the United States’ original payment (wire transfer) pursuant to Paragraph 32.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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Where the anticipated total TCE Cost Overrun is equal to $50,000 or less, the TCE Cost Overrun payments shall be due upon presentation of an invoice itemizing the expenditures that compose the TCE Cost Overrun in compliance with the requirements of Exhibit B rather than on presentation of a revised Estimated TCE RI/FS Cost, preparation of which shall in that case not be required. The TCE RI/FS Coordinator shall direct the TCE RI/FS Contractor to apply the funds received from the United States in response to the TCE Cost Overrun to pay 45% of the TCE RI/FS Contractor’s approved invoices for work on the TCE RI/FS and to apply the funds received from DEED, DOTPF and KSD to pay 10% of the TCE RI/FS Contractor’s approved invoices for work on the TCE RI/FS, with the remaining 45% of each such approved invoice to be paid by Alascom, Exelis ASI, and Lockheed Martin jointly, up to a total of 45% of the Cost Overrun. The foregoing Supplemental TCE RI/FS Payment/TCE Cost Overrun procedure may occur more than once, if and as required in order to provide funding for completion of the TCE RI/FS. I.

General Payment Provisions

36.

For any portion of any payment required by this Consent Decree that is

made later than the payment date(s) specified in this Consent Decree, interest on the unpaid balance shall be paid 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. As to the United States, interest on Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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payments due under Paragraphs 19, 28, and 32 shall accrue beginning on the 61st calendar day after the Effective Date and interest on all other payments due under the Consent Decree shall accrue beginning on the 61st calendar day after notification. 37.

Any payment by Alascom, Exelis ASI, and Lockheed Martin of their

joint obligations may be composed of separate payments from Alascom, Exelis ASI and Lockheed Martin, in which case the amounts separately paid shall not be evidence or an admission of (a) any final allocation of any joint liability among Alascom, Exelis ASI, and Lockheed Martin or (b) any liability to any other Party in this or any other proceeding. 38.

In the event any work contemplated by this Consent Decree cannot, in

the good faith belief of the Party charged with carrying out such work, be completed absent payments first being made as provided in this Consent Decree, such Party may delay or defer committing to such work until the requisite funding is provided. 39.

Payments by the United States, by Alascom, Exelis ASI and Lockheed

Martin (jointly), and by DEED, DOTPF and KSD (jointly) of, respectively, 45%, 45% and 10% of the cost of the TCE RI/FS do not reflect the Parties’ assessment of their respective liability, if any, for releases of TCE at the Site and the Parties have agreed to this allocation solely to allow for prompt implementation of the TCE RI/FS. The Parties’ allocation of costs for the TCE RI/FS and the inclusion of Claims relating to performance or funding of the TCE RI/FS in Covered Matters are without prejudice to any issue of liability of any Party for such further response action for TCE releases at the Site as may be required or to the allocation of costs therefor among the Parties in a future agreement or proceeding. Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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40.

In the event any payment made by any PRP hereunder for the PCB

Cleanup or TCE RI/FS, based upon estimates of the cost for such work, results in funds not being fully expended upon completion and final accounting for such work, any remaining funds shall, at the election of such PRP, either be (a) promptly refunded, or (b) applied as a dollar for dollar credit, without interest, on such PRP’s payment obligations for any work to be conducted pursuant to this Consent Decree, or to any subsequent TCE remediation or removal, or to any Future PCB Cleanup. 41.

The obligation of DEED, DOTPF, and KSD to make all payments

under this Consent Decree is subject to the availability of funds lawfully appropriated for that purpose. DEED, DOTPF, and KSD have received an appropriation believed to be sufficient to fund their share of Estimated PCB Cleanup Cost, the Estimated TCE RI/FS Cost, and ADEC’s Past Costs and estimated ADEC’s Future Costs. All parties recognize and agree that (a) if actual costs exceed estimates an additional appropriation may be necessary, (b) an additional appropriation will be necessary for the Future PCB Cleanup, and (c) nothing in this Consent Decree obligates the Alaska Legislature to make any additional appropriations. V. 42.

DISPUTE RESOLUTION

The PCB Cleanup Coordinator and TCE RI/FS Coordinator shall

provide the Parties with copies or electronic access to all invoices and accompanying documents at least ten (10) days before seeking a payment from the PCB Cleanup Trust Account or approving application of funds on deposit with the TCE RI/FS Contractor.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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43.

The following dispute resolution procedures in this Section V shall be

the exclusive mechanisms to resolve disputes arising under this Consent Decree. It is the intent of all Parties to liberally construe the statutes, regulations, policies and guidelines of law so as to enhance, to the maximum extent allowable under those provisions, opportunity for expeditious, informal, consensual compromise of disputes. 44.

Disputes between a PRP and the ADEC. A PRP aggrieved by a final

ADEC decision under Alaska’s administrative site cleanup rules may request an informal review under 18 AAC 15.185 and/or an adjudicatory hearing under 18 AAC 15.195 - 18 AAC 15.340. Alternatively, any Party may seek resolution of such disputes through this Court or may seek review of any determination rendered through such informal review or adjudicatory hearing. Consistent with 18 AAC 15.205, ADEC and the PRP may engage in alternative dispute resolution, using procedures to which ADEC and the PRP agree, in order to minimize the escalation of a dispute or to resolve a dispute after a request for an adjudicatory hearing has been filed. In addition, neither the request for informal review or for an adjudicatory hearing nor an agreement to engage in alternative dispute resolution shall impair ADEC and the PRP from pursuing any settlement discussions to resolve a dispute. Except as provided by statute or regulation, in any administrative proceeding under this paragraph, each Party shall bear its own costs and fees. 45.

Disputes between the PRPs. If any dispute arises between PRPs, then

an aggrieved PRP shall notify all other PRPs of the dispute. The PRPs shall promptly make a good faith effort to resolve the dispute. If the dispute is not resolved within thirty (30) days after notice of the dispute has been received by all PRPs, then the Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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PRPs may seek to resolve the dispute through a nonbinding alternative dispute resolution process such as mediation. Each Party shall bear its own costs and fees for the nonbinding alternative dispute resolution process. If the dispute is not resolved within ninety (90) days after notice of the dispute has been received by all PRPs, then any PRP may seek resolution through this Court. 46.

Notwithstanding anything herein to the contrary, a dispute which

threatens to materially disrupt the PCB Cleanup or the TCE RI/FS may be submitted to the Court for resolution at any time, using such procedures as the Court may direct, following not less than five (5) days written notice to all PRPs of the intent to seek relief from the Court. The Parties shall promptly make a good faith effort to resolve the dispute.

VI. RESOLUTION OF LIABILITY. A.

Covenants Not to Sue

47.

Covenants by ADEC. Except for the rights of DOTPF and DEED arising

from their status as Settling Defendants and PRPs or as specified in Paragraph 48 and in consideration of the actions that will be performed and funded by the Settling Defendants and the payments that will be made to ADEC under this Consent Decree, the State of Alaska, including ADEC, hereby covenants not to sue and agrees not to assert any claim or cause of action under any authority against any Settling Defendant (or related entities including but not limited to FEC and Harris Corporation) with respect to any Covered Matter. This covenant does not extend to any person other than Settling Defendants.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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48.

Reservation of Rights by the ADEC. Notwithstanding any provision of

this Consent Decree, ADEC retains all of its authorities and rights, including enforcement authorities related thereto, under Alaska Statutes Title 46 and any other applicable statutes or regulations. ADEC reserves all rights with respect to any person not a party to this Consent Decree. ADEC further reserves all rights against Settling Defendants with respect to: a.

Liability for failure of Settling Defendants to meet a requirement

of this Consent Decree or its Work Requirement Documents. b.

Claims based on disposal of a Hazardous Substance at locations

other than the Site. c.

Claims based on the discovery of Hazardous Substance releases at

the Site that are materially different in kind, location or scope from Covered Matters; and d.

Claims based on information discovered after the date of

completion of the Site Cleanup Work that the PCB Cleanup is no longer protective of human health and the environment and that additional response actions are necessary to protect human health and the environment from risks caused by PCBs at the Site. 49.

Covenants by Settling Defendants. Except as provided in Paragraph 50,

each Settling Defendant agrees and covenants not to sue or assert any claim against any Party hereto or its contractors or employees with respect to any Covered Matter and releases and forever discharges each Party hereto and its contractors and employees from any and all claims, demand or liabilities of any type with respect to any Covered Matter. Notwithstanding anything herein to the contrary, provided a Settling Defendant makes payment and otherwise complies with its material obligations hereunder, any predecessor, Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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successor, subsidiary, affiliate or assign of such Settling Defendant (including but not limited to FEC and Harris Corporation in the case of payment by or on behalf of any Exelis-related entity), shall be afforded the releases, covenants, protections from claims and other benefits afforded such Settling Defendant to the extent of such payment and performance. 50.

Settling Defendants’ Reservation of Rights. Each Settling Defendant

reserves all rights with respect to any person not a party to this Consent Decree. Each Settling Defendant reserves all rights against other Parties hereto with respect to all matters not expressly included within such Defendant’s covenant[s], including but not limited to: a.

Claims based on a failure of a Party to meet a requirement or obligation under this Consent Decree.

b.

Claims brought by the ADEC that are subject to its reservation of rights specified in Paragraph 48.

c.

Claims that are not Covered Matters.

d.

Claims by any person not a party to this Consent Decree.

e.

Criminal liability.

f.

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

g.

Liability arising from the past, present, or future disposal, release, or threat of release of hazardous waste outside of the Site.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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h.

Liability based on the ownership of the Site by a Settling Defendant when such ownership commences after signature of this Consent Decree by Settling Defendants and where the liability is based on releases of Hazardous Substances at the Site thereafter.

i.

Liability based on a Settling Defendant’s transportation, treatment, storage, or disposal, or arrangement for transportation, treatment, storage, or disposal of Hazardous Substances at or in connection with the Site, other than as provided in the Work Requirement Documents, or otherwise ordered by ADEC, after signature of this Consent Decree by Settling Defendants.

j.

Liability for costs that a Settling Defendant may incur regarding the Site but that are not within the definition of Covered Matters or Future Response Costs.

k.

Claims by the United States on behalf of the EPA under environmental laws or regulations based on the discovery of Hazardous Substance releases at the Site that are materially different in kind, location or scope from Covered Matters.

l.

Claims by the United States on behalf of EPA under environmental laws or regulations based on information discovered after the date of completion of the Site Cleanup Work that the PCB Cleanup is no longer protective of human health and the environment and EPA determines additional response actions are necessary to

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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protect human health and the environment from risks caused by PCBs at the Site. VII. EFFECT OF SETTLEMENT/CONTRIBUTION PROTECTION 51.

Nothing in this Consent Decree shall be construed to create any rights in,

or grant any cause of action to, any person not a Party to this Consent Decree. Each of the Parties expressly reserves any and all rights (including, but not limited to, any right to contribution), defenses, claims, demands, and causes of action which each Party may have with respect to any matter, transaction, or occurrence relating in any way to the Site against any person not a Party hereto. 52.

The Parties agree, and by entering this Consent Decree this Court finds,

that Settling Defendants are entitled, as of the Effective Date of this Consent Decree, to protection from contribution actions or claims, as provided by Section 113(f)(2) of CERCLA, 42 U.S.C. §9613(f)(2), for or arising in connection with Covered Matters. 53.

Each Settling Defendant agrees that, with respect to any suit or claim for

contribution brought by it for matters related to this Consent Decree, it will notify the other Parties in writing not less than thirty (30) days prior to the initiation of such suit or claim by such Settling Defendant, and not more than thirty (30) days after receipt of notice of such suit or claim by others. Each Settling Defendant also agrees that, with respect to any suit or claim for contribution or otherwise brought against it for matters related to this Consent Decree, it will notify the other Parties in writing within ten (10) days of service of the complaint or claim upon it. In addition, each Settling Defendant shall notify the other Parties within ten (10) days of service or receipt of any Motion for

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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Summary Judgment, and within ten (10) days of receipt of any order from a court setting a case for trial, for matters related to this Consent Decree. VIII. NOTICE 54.

Whenever under this Agreement written notice is required to be given, or

a payment request or other document is required to be sent, by one Party to another, it shall be directed to the individuals at the addresses specified below unless those individuals or their successors give notice of a change to the other Parties in writing. All such notices and other submissions shall be considered effective upon receipt unless otherwise provided.

ADEC: John Halverson Alaska Dept. of Environmental Conservation Contaminated Sites Program 555 Cordova Street Anchorage, Alaska 99501 Phone: 907-269-7545 Email: [email protected] and to Jennifer Currie Alaska Department of Law, Office of the Attorney General 1031 West 4th Avenue, Suite 200 Anchorage, AK 99501-1994 Tel: (907) 269-5274 Email: [email protected]

Alascom, Inc. and AT&T Corp.: Paul Shorb AT&T Services, Inc. 1 AT&T Way, Room 3A138 Bedminster, NJ 07921 Tel: (908) 532-1842 Email: [email protected] Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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and to Lynn Manolopoulos Davis Wright Tremaine LLP 777 108th Avenue NE, Suite 2300 Bellevue, WA 98004 Tel: (425) 646-6146 Email: [email protected]

Exelis ASI: Jennifer Black Harris Corporation1025 West NASA Blvd., MS A-11H Melbourne, FL 32919 Telephone: (321) 724-3306 Email: [email protected] and to Steve Tervooren Hughes Gorski Seedorf Odsen & Tervooren, LLC 3900 C Street, Suite 1001 Anchorage, AK 99503 Phone: (907) 274-7522 Fax: (907) 263-8320 Email: [email protected]

KSD: Howard Trickey Holland & Knight 601 W. 5th Ave., Ste. 700 Anchorage, AK 99501 Phone: (907) 263-6365 Fax: (907) 263-6345 Email: [email protected]

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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Lockheed Martin Corporation: Beth M. Kramer Associate General Counsel - Energy, Environment, Safety & Health Lockheed Martin Corporation 6801 Rockledge Drive Bethesda, MD 20817 Phone: (301) 897-6402 Fax: (301) 897-6606 Email: [email protected] and to Duane A. Siler Attorney at Law 1629 K Street, N.W. Washington, DC 20006 Tel: (202) 827-2227 Email: [email protected]

State - DOTPF: John R. Binder 4111 Aviation Ave Anchorage, AK 99519 907-269-0730 Fax: 907-269-0489 [email protected] and to Jeffrey Stark Assistant Attorney General Alaska Department of Law, Office of the Attorney General 1031 West 4th Avenue, Suite 200 Anchorage, AK 99501-1994 Tel: (907) 269-5164 Fax: (907) 279-5832 Email: [email protected]

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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State - DEED: Elizabeth Nudelman Director of School Finance Alaska Department of Education and Early Development 801 West 10th Avenue, Suite 200 P.O. Box 110500 Juneau, AK 99811-0500 Tel: (907) 465-8670 Fax: (907) 463-5279 Email: [email protected] and to Luann Weyhrauch Assistant Attorney General Alaska Department of Law, Office of the Attorney General 123 4th St., Dimond Courthouse P.O. Box 110300 Juneau, AK 99811-0300 Tel: (907) 465-3600 Fax: (907) 465-2520 Email: [email protected]

The United States: Letitia Grishaw Section Chief, Environmental Defense Section Environment Division US Department of Justice 601 “D” St., N.W., STE 8000 Washington, D.C. 20004 Tel: (202) 514-2219 Fax: (202) 514-8865 Email: [email protected] IX. RETENTION OF JURISDICTION 55.

This Court shall retain jurisdiction over this matter for the purpose of

interpreting and enforcing the terms of this Consent Decree.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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X. 56.

INTEGRATION

This Consent Decree constitutes the final, complete and exclusive

agreement and understanding among the Parties with respect to the settlement embodied in this Consent Decree. The Parties acknowledge that there are no representations, agreements or understandings relating to the settlement other than those expressly contained in this Consent Decree. XI. LODGING AND OPPORTUNITY FOR PUBLIC COMMENT 57.

This Consent Decree shall be lodged with the Court for a period of not less

than 30 days for public notice and comment. The United States reserves the right to withdraw or withhold its consent if the comments regarding the Consent Decree disclose facts or considerations which indicate that this Consent Decree is inappropriate, improper, or inadequate, in which case the Consent Decree shall not be entered. Settling Defendants consent to the entry of this Consent Decree without further notice. 58.

If for any reason this Court should decline to approve this Consent Decree

in the form presented, this agreement is voidable at the sole discretion of any Party and the terms of the agreement may not be used as evidence in any litigation between the Parties. XII. SIGNATORIES/SERVICE 59.

Each undersigned representative of a Settling Defendant to this Consent

Decree certifies that he or she is authorized to enter into the terms and conditions of this Consent Decree and to execute and bind legally such Party to this document. 60.

Each Settling Defendant hereby agrees not to oppose entry of this Consent

Decree by this Court or to challenge any provision of this Consent Decree, unless ADEC

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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has notified Settling Defendants in writing that it no longer supports entry of the: Consent Decree, at which point it is null and void.

61.

Service of formal process shall be consistent with applicable court rules

and law. 62.

Any stipulation, consent, or other pleading or submission in support of

issuance of this Consent Decree may be executed in counterpart(s) and a facsimile or .pelf copy shall have the same force and effect as an original. SO ORDERED THIS

DAYOF _ _ _ _ _ _ 2016.

United States District Court Judge

Approved as to form and substance;

~~:teo~EC

e. v~--

Kristin Ryan. Directort Division of Spill Prevention and Response Craig W. Richa Attorney Gene By:

Consent Decree SOA v. US of A, Alaska DOT&PF et al. ,

_,,~ /.r+t-M-t~----Jenn r Senior i ant Attorney General Alaska Bar No. 0609056

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Stnle of Alnskn, DOTPF By: Nnmc: Mnrc A. I .uikcn Title: Commissioner Kus1>uk School District By: Nnmc: Sue .Johnson Tit le: Superintendent of' Schools Alnscom, Inc. Ay: Numc: J>1ml Shorb Title: General Allorncy, AT&T Services, fnc. AT&T Corp. Uy:

Nome: J>nul Shorb Tit le: General Attorney. AT& T

S~rvicc:~.

Inc.

b:clis Ar~tic/icrvts:cs, hu;L./~_._ By: LA/t/f / >J tune: ChJal. Rc.s. Dh·.

Consent Decree SOA v . US of A, Alaska DOT&PF et al. ,

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State of Alaska, DEED By: Name: Michael Hanley Title: Commissioner of Education and Early Development State of Alaska, DOT PF By: Name: Marc A. Luiken fitle: Commissioner Kuspuk School District By: Name: Sue Johnson Title: Superintendent of Schools Alascom, Inc. By: Name: PauI Shorb Title: General Attorney, AT&T Services, Inc. AT&T Corp.

,

By: Name: Paul Shorb Title: General Attorney, AT&T Services, Inc. Exelis Arctic Services, Inc. By: Name: Charles J. Greene

Title: President and Treasurer Lo~khccd)Aarti_~~

By.~ , ~ .. Name: Carol B. Cala Title: VP, Corporate Energy, Environment, Safety & Health United States of America By:

Name: Kent E. Hanson, Sheila Baynes Title: Trial Attorneys, USDOJ Env. & Nat. Res. Div. Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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State of Alaska, DEED

By: Name: Michael Hanley Title: Commissioner of Education and Early Development State of Alaska, DOTPF

By: Name: Marc A. Luiken Title: Commissioner

Kuspuk School District By: Name: Sue Johnson Title: Superintendent of Schools Alascom, Inc.

By: Name: Paul Shorb Title: General Attorney, AT&T Services, Inc. AT&T Corp.

By: Name: Paul Shorb Title: General Attorney, AT&T Services, Inc. Exelis Arctic Services, Inc.

By: Name: Charles J. Greene Title: President and Treasurer Lockheed Martin Corporation

By: Name: Carol B. Cala Title: VP, Corporate Energy, Environment, Safety & Health United State~ca

By:

\,

'

~

Narne:-Kenf'E. Hanson', ShelaBa;tnes Title: Trial Attorneys, USDOJ Env. & Nat. Res. Div.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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State of Alas~ DEED By: Name: Michael Hanley Title: Commissioner of Education and Early Development State of Alaska. DOTPF By: Name: Marc A. Luiken Title: Commissioner Kuspuk Sch~Dist tct By: ......,,..__ __,,,.."'""""_.___ _ _ _ __ Name:-Sue J n Title: Superintendent of Schools Alascom, Inc. By: Name: Paul Shorb Title: General Attorney, AT&T Services, Inc.

AT&T Corp. By:

Name: Paul Shorb Title: General Attorney, AT&T Services, Inc. Exelis Arctic Services, Inc. By: Name: Charles J. Greene Title: President and Treasurer Lockheed Martin Corporation By: Name: Carol B. Cata Title: VP, Corporate Energy, Environment, Safety & Health

United States of America By: Name: Kent E. Hanson. Sheila Baynes Title: Trial Attorneys, USDOJ Env. & Nat. Res. Div. Consent Decree SOA v . US of A, Alaska DOT&PF et al. ,

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State ofAlaska, DEED By: Name: Michael Hanley Title: Commissioner of Education and Early Development

Name: Marc A.

1

n

Tdle: Commiss1 ner

Kuspuk School District By: Name: Sue Johnson Title: Superintendent of Schools Alascom, Inc. By: Name: Paul Shorb Title: General Attorney, AT&T Services, Inc. AT&T Corp. By: Name: Paul Shorb Title: General Attorney, AT&T Services, Inc. Exelis Arctic Services, Inc. By: Name: Charles J. Greene Title: President and Treasurer Lockheed Martin Corporation By: Name: Carol B. Cala Title: VP, Corporate Energy, Environment, Safety & Health United States of America By: Name: Kent E. Hanson, Sheila Baynes Title: Trial Attorneys, USOOJ Env. & Nat. Res. Div.

Consent Decree SOA v . US of A, Alaska DOT&PF et al. ,

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State of Alaska, DEED By: Name: Michael Hanley Title: Commissioner of Education and Early Development State of Alaska, DOTPF By: Name: Marc A. Luiken Title: Commissioner Kuspuk School District By:

Name: Sue Johnson Title: Superintendent of Schools

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Alascom, Inc. /J , By: I c.,."-t(./ -~~ Name: Paul Shorb Title: General Attorney, AT&T Services, Inc.

~;,&T Corp.

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Name: Paul Shorb Title: General Attorney, AT&T Services, Inc. Exelis Arctic Services, Inc. By: Name: Charles J. Greene Title: President and Treasurer Lockheed Martin Corporation By:

Name: Carol B. Cala Title: VP, Corporate Energy, Environment, Safety & Health United States of America By:

Name: Kent E. Hanson, Sheila Baynes Title: Trial Attorneys, USDOJ Env. & Nat. Res. Div.

Consent Decree SOA v. US of A, Alaska DOT&PF et al.,

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EXHIBIT A Map of Site (Attached)

Consent Decree SOA v. US of A, Alaska DOT&PF et al., Case No. Page 38

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FOCUSED FEASIBILITY STUDY GROUNDWATER TCE CONTAMINATION

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AK 99501 , (907} 258- 4880 Aniak, Alaska Q---~~~~~~---~~~~~~~ --~~~~~~~~~~~~~~~~~~---~----~ ~

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EXHIBITB ACCOUNTING PROVISIONS PCB Cleanup The PCB Cleanup Coordinator shall establish a website accessible by all Parties, on which it will post a summary of all PCB Cleanup Costs incurred. The summary shall show all amounts invoiced by the contractor(s) performing the PCB Cleanup work, and shall be updated within seven days of receipt of contractor invoices. All costs incurred under a change order to the original contract shall be accounted for separately in the summary. The summary shall also show the PCB Cleanup Coordinator's internal expenses incurred to administer the PCB Cleanup work, updated monthly. If the PCB Cleanup Coordinator determines that the PCB Cleanup Costs are likely to exceed the amount of the Estimated PCB Cleanup Costs, the PCB Cleanup Coordinator shall immediately provide notice of that fact to the Settling Defendants. Within 30 days of providing the notice, the PCB Cleanup Coordinator shall provide the Settling Defendants with an estimate of the additional costs expected to be incurred in a Revised Estimated PCB Cleanup Cost. Thereafter, if at any time the PCB Cleanup Coordinator determines that the PCB Cleanup Costs are likely to exceed the previous estimate, a new notice shall immediately be given to the Settling Defendants, and within 30 days of providing the notice, a new estimate of the additional costs expected to be incurred shall be provided in a Revised Estimated PCB Cleanup Cost. TCE Rl/FS The TCE Rl/FS Coordinator shall establish a website accessible by all Parties, on which it will post a summary of all TCE Rl/FS Costs incurred. The summary shall show all amounts invoiced by the contractor(s) performing the TCE Rl/FS work, and shall be updated within seven days of receipt of contractor invoices. All costs incurred under a change order to the original contract shall be accounted for separately in the summary. The summary shall also show the TCE Rl/FS Coordinator's internal expenses incurred to administer the TCE Rl/FS work, updated monthly.

If the TCE Rl/FS Coordinator determines that the TCE Rl/FS Costs are likely to exceed the amount of the Estimated TCE Rl/FS Costs, the TCE Rl/FS Coordinator shall immediately provide notice of that fact to the Settling Defendants. Within 30 days of providing the notice, the TCE Rl/FS Coordinator shall provide the Settling Defendants with an estimate of the additional costs expected to be incurred in a Revised Estimated TCE Rl/FS Cost. Thereafter, if at any time the TCE Rl/FS Coordinator determines that the TCE RI/FS Costs are likely to exceed the previous estimate, a new notice shall Consent Decree SOA v. US of A, Alaska DOT&PF et al., Case No. Page 39

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immediately be given to the Settling Defendants, and within 30 days of providing the notice, a new estimate of the additional costs expected to be incurred shall be provided in a Revised Estimated PCB Cleanup Cost.

Consent Decree SOA v. US of A, Alaska DOT&PF et al., Case No. Page 40

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