UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF INDIANA

SARAH ELIZABETH FREY, et al., }
Plaintiff, v. U.S. ENVIRONMENTAL PROTECTION ) AGENCY, et al., Defendants.
Case no. IP 00-660

Pursuant to 28 U.S.C.#1746,1, Dorothy M. Alke, declare as follows:

1. I am of sound mind and over 21 years of age. I have personal knowledge of the facts in this Declaration.

2. l am employed by Viacom Inc. ("Viacom") as the Project Manager for Viacom's Bloomington Project.

3. In 1985, the United States of America, the State of Indiana, Monroe County and the City of Bloomington entered into a Consent Decree with Westinghouse Electric Corporation ("Westinghouse") under sections 106 and 107 of CERCLA, 42 U.S.C.#9606, 9607 and section 7003 of RCRA, 42 U.S.C. #6973, to clean up six sites at which polychlorinated biphenyls ("PCBs") had been found. United States, et al. v. Viacom Inc. f/k/a CBS Corporation f/k/a Westinghouse Electric Corporation, nos. IP-82- 9-C and IP-91-448-C (S.D. Ind. 1985) (hereinafter "Consent Decree Action"). A true and accurate copy of the Consent Decree is attached as Exhibit 1 hereto. The Consent Decree was not signed by Judge Dillin, but was entered by a separate order dated August 22, 1985, which is not attached. Subsequent to the entry of the Consent Decree, Westinghouse changed its name to CBS Corporation. On May 4, 2000, CBS Corporation merged into Viacom Inc. For convenience, I will use the term Viacom to refer to all three entities.

4. As Project Manager, my responsibilities include overseeing Viacom's performance of environmental remediation work pursuant to the Consent Decree and orders of this Court, and to negotiate with the other Consent Decree parties about unresolved issues.

5. The 1985 Consent Decree called for the implementation of remedies at six sites, including Bennett's Dump, Neal's Landfill and Lemon Lane Landfill. These remedies included the following components:

• The excavation of contaminated soil and other materials from each of t these sites.
• The construction of an incinerator to burn the excavated material. The incinerator would be fueled by burning municipal solid waste (a/kla garbage) supplied by Monroe County and the City of Bloomington, who would pay tipping fees to Westinghouse.
• The construction of water treatment system at Neal's Landfill, but not at , any of the other sites.
• The removal of sediment from certain streambeds connected with various landfills.

6. During the late 1980's and early 1990's, Viacom took the initial steps to meet its Consent Decree responsibilities. Viacom excavated materials from one site (Anderson Road Landfill) and sediments from several streambeds, and constructed an interim storage facility to contain these excavated materials. Viacom also implemented the interim measures required of it under the Consent Decree. Further, Viacom constructed and set in operation the water treatment system required at Neal's Landfill.

7. At the same time, Viacom began efforts to construct and obtain permits for the incinerator and a special landfill for incinerator ash. Viacom spent over $50 million on the design and construction of, and the permit applications for, the incinerator and ash landfill.

which precluded the construction of the incinerator.

9. In 1994, the parties to the Consent Decree initiated a discussion about alternatives to the portions of the Consent Decree remedies relating to the excavation and incineration of contaminated materials. The parties negotiated the "Operating Principles for Considering Remedial Alternatives," ("Operating Principles"), and filed them with the Court in February 1994. A true and accurate copy of the Operating Principles are attached hereto as Exhibit 2. These Operating Principles served as guidelines for the process of negotiating alternatives to the excavation and incineration requirements of the Consent Decree. The Operating Principles provided that no remedy would be final unless all Consent Decree parties agreed to it, and that the terms of the Consent Decree would remain in place until the parties had agreed on a Consent Decree amendment. Indeed, the Operating Principles stated on page 1 that "[it is the goal of the Consent Decree parties to reach a consensus that is acceptable to all parties" and "[the Parties agree that, during the course of this process, the Consent Decree shall remain in full force and effect, and that each Party retains its rights under the Consent Decree." Viacom has in good faith engaged in discussions and fact-finding following the terms of the Operating Principles.

10. To facilitate and expedite the parties' negotiations, presiding District Judge S. Hugh Dillin appointed Magistrate Judge Kennard P. Foster as Special Master on November 21, 1997.

11. The Consent Decree parties agreed upon alternative remedies at Neal's Dump and Winston-Thomas; and to Consent Decree amendments and stipulations to reflect these new remedies. Viacom performed these cleanups and reported to the Court that this work was completed. The Winston-Thomas cleanup covered a larger area than Viacom would have been required to clean up under the terms of the original Consent Decree.

12. In the late 1998 and early 1999, the Consent Decree parties agreed on alternative excavation remedies at Neal's Landfill, Lemon Lane Landfill and Bennett's Dump. At the time, EPA had not decided on any water treatment or sediment remedies at Neal's Landfill and Lemon Lane Landfill. Also, at the time, EPA did not raise any issue about additional water treatment or sediment remedies at Bennett's Dump.

13. In late 1998 and early 1999, the United States Department of Justice wanted Viacom to enter into a Consent Decree amendment in which it would have waived its Consent Decree defenses and committed to undertake whatever groundwater or sediment remedies that EPA decided on in the future at Neal's Landfill and Lemon Lane Landfill. When Viacom refused to do so, the Justice Department refused to agree to any Consent Decree amendment to implement the agreed upon excavation remedies at Neal's Landfill, Lemon Lane Landfill and Bennett's Dump. The United States also wanted Viacom to agree to pay its past costs and natural resource damage claims, even though the Covenant Not to Sue in the Consent Decree protected Viacom from such claims.

14. Special Master Foster resolved this impasse in his Report and Recommendations to Judge Diilin of January 20, 1999. See Report and Recommendations of the Magistrate Judge and Special Master ("Special Master's Report"). A true and accurate copy of the Special Master's Report is attached as Exhibit 3 hereto. Special Master Foster's Report called for the implementation of the excavation remedies at Bennett's Dump, Lemon Lane Landfill, and Neal's Landfill to which all parties agreed. Special Master's Report at pp. 5-9. The Special Master Foster's Report also acknowledged the respective positions of the parties with respect to the dispute over water treatment and other remedial measures, but provided a structure in which the parties could continue to negotiate about these issues. Special Master's Report at pp. 4-5. On February 1, 1999, Judge Dillin issued an order approving the Special Master's Report, a true and accurate copy of that order is attached as Exhibit 4 hereto.

15. In 1999 and 2000, Viacom implemented the negotiated excavation remedies at Bennett's Dump, Lemon Lane Landfill and Neal's Landfill. At each of these three sites, capacitors containing PCBs were removed and incinerated. At Neal's Landfill and Lemon Lane Landfill, soil contaminated soil with higher levels of PCBs was excavated and shipped off for disposal to a permitted landfil1 in Michigan. Soil with lower levels of contamination was consolidated and covered under RCRA-compliant landfill caps. The "hot spot" excavation remedies at Neal's Landfill and Lemon Lane Landfill are comparable to the remedies taken or ordered by EPA at other landfill sites of similar size throughout the country. At Bennett's Dump, all contaminated soil was excavated, in some places down to bedrock, and a fresh soil cover was placed on the site.

16. When EPA first proposed the concept of additional water treatment at Neal's Landfill and Lemon Lane Landfill; Viacom was willing to investigate and negotiate about such remedies, and to consider including them as part of an overall solution. But, because of the complicated hydrological systems at these sites, Viacom has always stressed the need to collect data before designing treatment systems. Accordingly, Viacom has undertaken a series of Groundwater investigations at Neal's Landfill, at Lemon Lane Landfill, and more recently at Bennett's Dump, and continues to investigate the Groundwater at each of these three sites.

17. In the summer and fall of 1998, EPA decided to build an "interim" treatment plant at Illinois Central Spring ("ICS") on an expedited basis to address PCBs in Groundwater near the Lemon Lane Landfill, even though EPA had known about these releases for over 13 years. Although Viacom did not agree with EPA about the need for an emergency facility, Viacom devised a plan for a temporary facility which would capture and treat at least 50% of mass of the PCBs at ICS, while the parties continued to investigate long term remedies. The system proposed by Viacom's could have been constructed and put in operation in a few weeks, at low cost, and could be moved to other locations if necessary. EPA rejected Viacom's approach; instead, it decided to construct a more elaborate stationary treatment plant as its interim remedy. EPA originally estimated the project at $1.3 million for construction costs and planned to have the facility in operation by the summer of 1999. In fact, EPA spent over $5.4 million to build the facility, which was not put into operation until the spring of 2000, almost a year behind schedule. Although Viacom recommended that EPA build a facility that could be relocated if it was more effective to capture the flow at a different location, EPA rejected this advice and built a stationary structure designed to last 20 years with two massive storage tanks.

18. Viacom is obligated under paragraph 51 of the Consent Decree to undertake post-excavation sediment removal at Lemon Lane Landfill and Neal's Landfill. At EPA's request, however, Viacom has deferred removing these sediments. Viacom understands that EPA would prefer to address the question of sediment removal after more data is collected.

19. Viacom removed sediments at Stout's Creek near Bennett's Dump in September 2000.

20. Throughout the past several years, Viacom has been submitting reports and communicating extensively with EPA about additional remedial measures. The following is list of some of the investigatory work that Viacom has done in the year 2002 as part of the settlement process.

• Conducted Aquifer Testing at Lemon Lane Landfill (March 2, 2002).
• Completed Bennett's Dump Groundwater Investigation Plan (March 29, 2002).
• Completed Neal's Landfill Groundwater Investigation Plan (April 12, 2002).
• Submitted Test Report for Lemon Lane Landfill Flush and Storm Dye Testing (June 5, 2002)
• Submitted Neal's Landfill Settling Test Report (September 25, 2002).
• Completed Neal's Landfill Fish Trends and Ecological Risk Report (October 14, 2002).
• Submitted Sampling and Analysis Plan for Water and Sediment at Clear Creek and Richland Creek, both near Neal's Landfill (November 4, 2002).
• Submitted proposal for a new water collection system at Conard's Branch, near Neal's Landfill (November 12, 2002).

21. During the year 2002, I met with Mr. Alcamo and other federal government representatives to discuss these investigations and further remedial measures on at least 12 separate days.

22. Viacom has already planned to undertake the following additional activities in 2003 to gather data for additional remedial decision-making:

At Lemon Lane Landfill:
• Take fish tissue samples in Clear Creek;
• Conduct a trend analysis for fish tissue samples;
• Work on an ecological risk assessment;
• Conduct sediment sampling at Illinois Central Spring, Quarry Spring, and Clear Creek.

At Bennett's Dump:
• Conduct post-storm monitoring to assess hydrological system behavior following a storm.

At Neal's Landfill:
• Conduct Fish sampling in Conard's Branch and Richland Creek;
• Analyze the trend in fish data;
• Revise ecological risk assessment to include new data;
• Undertake field activities (including dye tracer studies) to gather data on the drainage basin at Neal's Landfill.

All of these activities are in addition to Viacom's ordinary monitoring obligations which it is performing.

23. In the last two weeks, EPA invited Viacom to a global settlement meeting scheduled for April 9, 2003.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on January 17, 2003.
Dorothy Alke