UNITED STATES DISTRICT COURT FOR THE WESTERN DISTRICT OF PENNSYL VANIA

UNITED STATES OF AMERICA, and

the COMMONWEALTH of PENNSYLVANIA, DEPARTMENT OF ENVIRONMENTAL PROTECTION; the STATE ofWEST VIRGINIA; the STATE of INDIANA; andthe the COMMONWEALTH ofPUERTO RICO, Plaintiffs
v.

.Essroc Cement Corp. Defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) Civil ActionNo.



### --

### CONSENT DECREE


### Table ofContents I. JURISDICTIONAND VENUE
................................................................................................. 2 II. APPLICABILITy
..................................................................................................................... 

### 3 III. DEFINITIONS
......................................................................................................................... 5 IV. CIVIL PENALTY
.................................................................................................................. 13 V. MITIGATION
..................................................................................,.........14 VI. NOx CONTROL TECHNOLOGY, EMISSION LIMITS, AND MONITORING REQUIREMENTS
.................................................................................................................. 

### 16 A. NOxControl Technology, and Emission Limits
..................................................... 16 B. NOx Continuous Emission Monitoring Systems
..................................................... 21 VII. S02 CONTROL TECHNOLOGY, EMISSION LIMITS, AND MONITORING REQUIREMENTS
.................................................................................................................. 22 A. S02 Control Technology, and Emission Limits
...................................................... 23 B. S02Continuous Emission Monitoring Systems
...................................................... 24 VIII. TEMPORARY CESSATION OF KILN OPERATION
...................................................... 25 IX. PROHIBITION ON NETTING CREDITS OR OFFSETS FROM REQUIRED CONTROLS
.......................................................................................................................... 26 X. PERMITS
................................................................................................................................ 27 XI. REVIEW AND APPROVAL OF SUBMITTALS
................................................................ 31 XII. REPORTING REQUIREMENTS
........................................................................................ 32 XIII. STIPULATED PENALTIES
.............................................................................................. 36 XIV. FORCE MAJEURE
............................................................................................................ 41 XV. DISPUTE RESOLUTION
.................................................................................................... 44

### XVI. INFORMATION COLLECTION AND RETENTION
..................................................... 50 XVII. EFFECT OF SETTLEMENT/RESERVATION OF RIGHTS
......................................... 52 XVIII. COSTS
............................................................................................................:................ 54 XIX. NOTICES
............................................................................................................................ 55 XX. EFFECTIVE DATE
............................................................................................................. 57 XXI. RETENTION OF JURISDICTION
..,.............................................'"
................................. 57 XXII. MODIFICATION
.............................................................................................................. 58 XXIII. TERMINATION
.............................................................................................................. 58 XXIV. PUBLIC PARTICIPATION
............................................................................................ 60 XXV. SIGNATORIES/SERVICE
..................................................................:............................ 60 XXVI. INTEGRATION
............................................................................................................... 61 XXVII. FINAL JUDGMENT
...................................................................................................... 61 XXVIII. APPENDIX
................................................................................................................... 61

. iiWHEREAS, Plaintiff, the United States ofAmerica, onbehalfofthe United States Environmental Protection Agency (herein "U.S. EPA"), has simultaneously lodged this Consent Decree and filed a Joint Complaint against Defendant, Essroc Cement Corp. ("Essroc") pursuant to Sections 113(b) and 167 ofthe Clean Air Act ("Clean AirAct" or "the Act"), 42 U.S.C. 

### §§ 7413(b) and 7477. The complaint seeks injunctive reliefand the assessment ofcivil penalties for violations ofone ormore ofthe following statutory and regulatory requirements ofthe Actat one
or more ofDefendant's Portland cement plants which are located in four (4) different states: the Prevention ofSignificant Deterioration ("PSD") provisions ofthe Act, 42 U.S.C. 

### §§ 7470-7492 and/or the nonattainment New Source Review ("nonattainment NSR") provisions ofthe Act, 42 U.S.C. §§ 7501-7515; the federally-approved and enforceable state implementationplans ("SIPs;'), which incorporate and/or implement the above-listed federal PSD and/or nonattainment NSRrequirements; and Title V ofthe Act, 42 U.S.C. §§ 7661-766lf, and Title V's implementing federal and state regulations. WHEREAS, the Commonwealth ofPennsylvania, Department ofEnvironmental Protection, the State ofWest Virginia, the State ofIndiana, and the Commonwealth ofPuerto Rico (collectively, "State Plaintiffs") have filed a Joint Complaintwiththe United States; WHEREAS, U.S. EPA has provided notice ofthe violations alleged herein to the Defendant and to the CommonwealthofPennsylvania, the State ofWest Virginia, the State of Indiana, and the Commonwealth ofPuerto Rico, where Defendant's Facilities identified inthe Joint Complaint are located, pursuant to Section 113(a) ofthe Act, 42 U.S.C. § 7413(a), and Defendant stipulates that it has received actual notice ofthe violations alleged inthe Joint Complaint and that it does not contest the adequacy ofthe notice provided.WHEREAS. Essroc denies the ailegations ofthe Joint Complaint and does not admit that ithas any liability to the United States or the State Plaintiffs for civil penalties or injunctive relief arising out ofthe transactions and occurrences alleged in the Joint Complaint; WHEREAS. in settlement ofthe allegations referred to above, Defendant has, among otherthings, agreed to permanently retire the plant located in Bessemer, Pennsylvania; WHEREAS, the United States, the State Plaintiffs. and Essroc have agreed that settlement ofthis action is in the public interest and will result in air quality improvements in the
areas where Defendant's Facilities are located, and that entry ofthis Consent Decree without further litigation is the most appropriate means ofresolving this matter; and WHEREAS, the Parties recognize, and the Court by entering this Consent Decree finds, that this Consent Decree has been negotiated by the Parties in good faith and will avoid litigation between the Parties and thatthis Consent Decree is fair, reasonable, and in the public interest. NOW, THEREFORE, before the taking ofany testimony, without the adjudication or admission ofany issue offact orlaw except as provided in Section I (Jurisdiction and Venue), below, and with the consent ofthe Parties, IT IS HEREBY ADJUDGED, ORDERED, AND DECREED as follows: 

### I. JURISDICTION AND VENUE 1. This Court hasjurisdiction ofthe subject matter herein and over the Parties consenting hereto pursuant to Sections 113(b) and 167 ofthe Act, 42 U.S.C. 

### §§ 7413(b), 7477, and 7604(a), andpursuant to 28 U.S.C. 

### §§ 1331, 1345, 1355 and 1367(a). Venue is properunder Sections 113(b) and 304(c) ofthe Act, 42 U.S.C. 

### §§ 7413(b) and 7604(c), and under 28 U.S.C. §§ 1391(b) and (c) and 1395(a). For purposes ofthis Consent Decree and the underlying Joint Complaint, the Defendant waives ail objections and defenses it may have to the Court's
2jurisdiction overthis action, to the Court'sjurisdictionoverthe Defendant, and to venue in this District. Forthe purposes ofthe Joint Complaint filed by the Plaintiffand State Plaintiffs in this matter and resolved by the Consent Decree, Defendant waives any defense orobjection based on standing. 2. Forpurposes ofthis Consent Decree, Essroc agrees that the Joint Complaint states claims upon which reliefmay be grantedpursuant to Sections 113 and 167 ofthe Act, 42 U.S.C. §§ 7413 and 7477. 

### II. APPLICABILITY 3. The obligations ofthis Consent Decree applyto and are bindingupon the United States, the Commonwealth ofPennsylvania, the State ofWest Virginia, the State ofIndiana, and

.the Commonwealth ofPuerto Rico and upon Essroc, and any successors, assigns, orother entities orpersons otherwise bound by law. 4. At least 30 Dayspriorto any transfer ofownership or operation ofany Facility identified in Paragraph 7(t), Essroc shall provide a copy ofthis Consent Decree to theproposed transferee and shall simultaneouslyprovide written notice ofthe· prospective transfer, together with a copy ofthe proposed written agreement, to U.S. EPA, the United States, and the Affected State(s) in accordance with Section XIX (Notices) ofthis Consent Decree. No transfer of ownership or operation ofa Facility identified in Paragraph 7(t), whether in compliance with the procedures ofthis Paragraph or otherwise, shall relieve Essroc ofits obligation to ensure that the terms ofthe Decree are implemented, unless:
a. the transferee agrees, in writing, to undertake the obligations required by Sections VI (NOx Control Technology, Emission Limits, and Monitoring Requirements), VII (S02 Control Technology, Emission Limits, and Monitoring Requirements), VIII

3(Temporary Cessation ofKiln Operation), IX (Prohibition on Netting Credits or Offsets From Required Controls), SectionX (Permits), Section XI (Review and Approval ofSubmittals), Section XII (Reporting Requirements), Section XIII (Stipulated Penalties), SectionXIV (Force Majeure), Section XV (Dispute Resolution), and XVI (Information Collection andRetention) ofthis Decree applicable to such Facilityto be substituted for the Defendant as a Party under the Decree with respect to such Facility and thus become bound by the terms thereof; b. the United States and the Affected State(s) determine that the transferee has the financial andtechnical ability to assume the Consent Decree's obligations applicable to such Facility;
c. the United States and the Affected State(s) consent, in writing, to relieve Defendant ofits Consent Decree obligations applicable to such Facility, and d. the transferee becomes a partyto this Consent Decree with respect to the transferred Facility, pursuant to Section XXII (Modification). 5. Any attempt to transfer ownership oroperation ofany ofthe Facilities identified in Paragraph 7(t) or any portion thereof, without complying with Paragraph 4 above constitutes a violation ofthis Decree. 6. Essroc shall provide a copy ofthis Consent Decree to all officers, employees, and agents whose duties might reasonably include compliance with any provision ofthis Decree, as well as to any Contractor retained to provide services required to comply with the provisions of this Consent Decree. Essroc shall condition any agreement with such contractor upon performance ofthe services in conformity with the provisions ofthis Consent Decree. In any action to enforce this Consent Decree, Essroc shall notraise as a defense the failure by any ofits

4officers, directors, employees, agents, orContractors to take any actions necessary to comply with the provisions ofthis Consent Decree. III. 

### DEFINITIONS 7. Terms used in this Consent Decree that are defined in the Act orin regulations promulgated by U.s. EPApursuantto the Act shall have the meanings assigned to them in the Act or such regulations, unless otherwise provided in this Decree. Whenever the tenns set forth below are used in this Consent Decree, the foHowing definitions shall apply:
a. "30-Day Rolling Average Emission Limit" shall mean with respect to any Kiln at a Facility, the maximum allowable rate ofemission ofa specified air pollutant from such Kiln and shaH be expressed as pounds ofsuch airpollutant emitted per Ton of clinkerproduced. Compliance with the 30-Day Rolling Average Emission Limit shall be detennined in accordance with the following procedure, beginning on the date on which the 30 Day Rolling Average Emission Rate applies pursuant to . Appendix A or B as applicable, or the 30th Day after the applicable deadline for Commencement ofContinuous Operation pursuant to Sections VI (NOx Control Technology, Emission Limits, and Monitoring Requirements) and VII (S02 Control Technology, Emission Limits, and Monitoring Requirements): first, sum the total pounds ofthe air pollutant in question emitted from the Kiln during an Operating Day and the previous twenty-nine 

### (29) Operating Days as measured pursuant to Section VI 

### B. (NOx Continuous Emission Monitoring Systems) or Section VII B (S02 Continuous Emission Monitoring Systems), as applicable; second, sum the total Tons ofclinker produced bythe Kiln during the same Operating Day andprevious 

### 29 Operating Days; and third, divide the total number ofpounds ofthe airpollutant

5emitted from the Kiln during the thirty (30) Operating Days by the total Tons of clinkerproduced by such Kiln during the same 30 Operating Days. A new compliance detenninationofllie 30-DayRolling Average Emission Limit shall be calculated for each new Operating Day in accordance withthe provisions'ofthis Consent Decree. In calculating each compliance detennination ofthe 30-Day Rolling Average Emission Limit in accordance with this Paragraph 7(a), for a specified air pollutant at any Facility, the total pounds ofsuch air pollutant emitted from the Kiln during a specified period (Operating Day or 30-Day Period) shall include all emissions ofthat pollutant from the subject Kiln that occur during the specified period, including emissions during each Startup, Shutdown, or Malfunction, except to the extent a Malfunction qualifies as a Force Majeure event under Section XV (Force Majeure) and Essroc has complied with the requirements ofthat Section. b. "30-DayRolling Average Emission Rate" shall meanwithrespect to each Kiln the rate.ofemission ofa specified air pollutant (NOx or S02) expressed as pounds (lbs.) per Ton ofclinkerproduced at such Kiln(s) and calculated in accordance with the following procedure: first, sumthe total pounds ofthe pollutant in question emitted from the specified KUn(s) during an Operating Day and the previous twenty-nine (29) Operating Days, as measured pursuant to Section 

### VLB. (NOx Continuous Emission Monitoring Systems) or Section 

### VII.B. (S02Continuous Emission Monitoring Systems), as applicable; second, sum the total Tons ofclinkerproduced by that Kiln during the same Operating Day andprevious 29 Operating Days; and third, divide the total number ofpounds ofthe specified pollutant emitted from the Kiln(s) during the thirty (30) Operating Daysreferred to above by the total Tons ofclinkerproduced at

6such KUn(s) during the same 30 Operating Days. A new 30-Day Rolling Average Emission Rate shall be calculated for each new Operating Day. In calculating each 30-Day Rolling Average EmissionRate, the total pounds ofany pollutant emitted from a Kiln during a specified period (Operating Day or 30-Day Period) shall include all emissions ofthat pollutant from the subject Kiln that occur during the specified period, including emissions during each Malfunction;
c. "Affected State" shall mean any State Plaintiffand its agencies and political subdivisions havingjurisdiction over a Facility addressed in this Consent Decree; d. "Business Day" means any Day, except for Saturday, Sunday, and federal holidays.
e. "CEMS" or "Continuous EmissionMonitoring System" shall mean, for obligations involving NOx and S02under this Consent Decree, the devices defined, installed, calibrated, mmntained, and operated in accordance with 40 C.F.R. 

### § 60.13 and 40 C.F.R. Part 60 Appendix B andAppendix F; 

### f. "Commence" or "Commencement" ofoperation ofa Control Technology shall mean to beginthe introduction ofthe reagent employed by the Control Technology, as applicable to thattechnology, or where the technology is otherwise activated; g. "ConsentDecree" or "Decree" shall mean this Decree and the Appendices attached hereto, but in the event ofany conflict between the text ofthis Decree and any Appendix, the text ofthis Decree shall control; h. "Continuously Operate" or "Continuous Operation" shall mean that when a Control Technology is used at a Kiln, it shaH be operated at all times ofKiln Operation, consistent with thetechnological limitations, manufacturers' specifications, and good engineering and maintenance practices for such Control Technology and the 

### Kiln;

7i. "Contractor" shall mean any person orentity hired by Essroc to perform services on its behalfnecessary to comply with the provisions ofthis Consent Decree; j. "Control Efficiency" shall mean the extent ofreduction in the emissions ofa specific air pollutant; k. "Control Technology" shall mean Selective Non-Catalytic Reduction, Selective Catalytic Reduction, orDry Scrubber; l. "Date ofLodging ofthe Consent Decree" or "Date ofLodging" shall mean the date the Consent Decree is filed for lodging with the Clerk ofthe Court for the United StatesDistrict Court for the Western District ofPennsylvania;
m. "Day" shall mean a calendar day unless expressly stated to be a Business Day. In computing any period oftime under this Consent Decree, where the last day would fall ona Saturday, Sunday, or federal holiday, the period shall run until the close of business ofthe next Business Day;
n. "Defendant" or "Essroc" shall mean Essroc Cement Corp.
o. "Demonstration" shall mean that period oftime identified in Appendix A and Appendix B during which Essroc will establish a 30-Day Rolling Average Emission Limitthatis achievable through the implementation ofControl Technology at a given Kiln and that will be applied in accordance with Sections VI (NOx Control Technology, Emission Limits, and Monitoring Requirements) and VII (S02 Control Technology, Emission Limits, and Monitoring Requirements) ofthis Consent Decree; p. "Dry Scrubber" shall mean a pollution control system that injects or otherwise combines an alkaline reagent directly with the Kiln gas stream to achieve the reduction ofsulfur dioxide emissions;

8

### q. "Effective Date" shall have the meaning given in Section XX (Effective Date);
f. 

### "Emission Limit" shall mean the maximum allowable Emission Limit ofa specified airpollutant from any Kiln and shall be expressed as pounds ofsuch airpollutant emittedper Ton ofclinkerproduced;
s. "Emission Rate" for a specified air pollutant from any Kiln or Kilns shall mean the number ofpounds ofsuch air pollutant emitted per Ton ofclinker measured in accordance with this Consent Decree; t. 

### "Facilities" shall mean the following six (6) Portland cement**m~ufacturing** 

### facilities used for the production ofPortland cement. Each ofthese facilities may be referred to as a "Facility." (1) Bessemer Cement Plant, Second Street, PO Box 779; Bessemer, PA 16112 (hereinafter "Bessemer"); (2) Martinsburg Cement Plant, 1826 South Queen Street, PO Box 885, Martinsburg, WV 25402 (hereinafter "Martinsburg"); (3) Logansport Cement Plant, 3084 West County Road 225 South , Logansport, IN 46947 (hereinafter "Logansport"); (4) Speed Cement Plant, 301 Highway 31, Speed, IN 46947 (hereinafter "Speed"); (5) Nazareth Cement Plant, 3938 Easton Nazareth Highway, Nazareth, PA 18064 (hereinafter "Nazareth"); (6) San Juan Cement Plant, Carr 2 km 267 Bo Espnoza Street CA, Dorado, PR 00646 (hereinafter "San Juan")

9u. "Joint Complaint" shall meanthe complaint filedjointlybythe United States in this action and the intervening State Plaintiffs in this action;
v. "Kiln" as used in this Consent Decree shall have the same meaning as defined at 40 C.F.R. § 63.1341. The following are identified as the individual Kilns at each Facility: (1) Bessemer, Pennsylvania: BessemerKiln 4, Bessemer Kiln 5; (2) Martinsburg, West Virginia: Martinsburg Kiln 1; (3) Logansport, Indiana: Logansport Kiln I, Logansport Kiln 2; (4) Speed, Indiana: Speed Kiln 1, Speed Kiln 2; (5) Nazareth, Pennsylvania: Nazareth Kiln 1 (6) San Juan, Puerto Rico: San Juan Kiln 3
w. "Kiln Operation" shall mean any period when any raw materials are fed into the Kiln
or anyperiod when any combustion is occurring or

### fuel is being fired 

### in the Kiln;
x. "Malfunction" as used 

### inthis Consent Decree shaH have the same meaning as defllled at 40 C.F.R. § 60.2; y. "National Ambient Air Quality Standards" or "NAAQS" shall mean national ambient air quality standards that are promulgatedpursuant to Section 109 oftheAct, 42 U.S.c. § 7409;
z. "NOx" shall mean oxides ofnitrogen, measured in accordance withthe provisions of this Consent Decree;
aa. ''NonattainmentNSR" shall meanthe nonattainrnent area NewSource Review (NSR) program within the meaning ofPartD ofSubchapter I ofthe Act, 42 U.S.C. §§ 7501· 7515,40 C.F.R. Part 51, and any applicable State Implementation Plan.

10bb. "Operating Dai' shall mean anyDay on which Kiln Operationhas occurred;
cc. "Operating Month" shall mean any calendar month in whichKiln**Op~ration** has occurred; dd. "Optimization Period" shall mean the time requirement established in the process described in Section IV of Appendix A (Control Technology Demonstration Requirements);
ee. "Paragraph" shall mean a portion ofthis Decree identified by an Arabic numeral; ff. "Parties" shall mean the United States, the Commonwealth ofPennsylvania, Department ofEnvironmental Protection; the State ofWest Virginia; the State of Indiana; the Commonwealth ofPuerto Rico; and Essroc; gg. "Plaintiffs" shall mean the United States and the State Plaintiffs, collectively; hh. "PSD" shall mean the Prevention ofSignificant Deterioration program within the meaning ofPart C ofSubchapter I ofthe Act, 42 

### V.S.c. §§ 7470·7492,40 C.F.R. Part 52, and any applicable State Implementation Plan;
11. "Retire" or "Retirement" shall mean, with respect to any Kiln: (1) to permanently Shut Down the Kiln; and (2) to file an application in accordance with the Affected State's SIP to remove permanently any legal authorization for further operation ofthe Kiln. 

### jj. "Section" shall mean a portion ofthis Decree identified by a Roman numeral; kk. "Selective Catalytic Reduction System" or "SCR" shall mean a pollution control system that employs ammonia-based reagent injection and a catalystto speed the reaction ofthe reagent with NOx, for the purpose ofreducing NOx emissions;

1111. "Selective Non-Catalytic Reduction" or "SNCR" shall mean a pollution control system that injects an ammonia-based reagent into the gas stream without the use ofa catalyst for the purpose ofreducing NOx emissions;
mm. "S02" means the pollutant sulfur dioxide, measured in accordancewiththe provisions ofthis ConsentDecree;
nn. "Shut Down" shall mean the cessation ofKiln Operation;
00. "Startup" shall mean the beginning ofKiln Operation; pp. "State Plaintiff" or "State" shall mean any ofthe following: the Commonwealth of Pennsylvania, Department ofEnvironmental Protection; the State ofWest Virginia; the State ofIndiana; orthe Commonwealth ofPuerto Rico; qq. "Temporary Cessation," "Temporary Cessation ofKiln Operation," or "Temporarily Cease Kiln Operation," shall mean the period when a Kiln is not in a state ofKiln Operation andEssroc has provided the required notice pursuant to Paragraph 

### 30 of Section VIII (Temporary Cessation ofKiln Operation) ofthis Consent Decree;
IT. "Title V pennit" shall mean a permit required by and issued in accordance with the requirements of42 U.S.C. §§ 7661

- 7661f;
ss. "Ton" or "Tons" shall mean short ton or short tons; 

### tt. "United States" shall meanthe United States ofAmerica, acting onbehalfofU.S. EPA; and
uu. "U.S. EPA" shaH mean the United States Environmental ProtectionAgency and any ofits successor departments or agencies;

12

### IV. CIVILPENAL TV 8. Within thirty (30) Days after the Effective Date ofthis Consent Decree, Essroc shall pay to the United States as a civil penalty the sum of$850,000, together with interest accruing from the Effective Datethrough the date ofpayment, atthe rate specified in 28 U.S.C. § 1961 as ofthe Effective Date. Essroc shall pay the civil penalty due under this Paragraph 8 by FedWire Electronic Funds Transfer ("EFT") to the U.S. Department ofJustice in accordance with written instructions to be provided to Essroc following lodging ofthe Consent Decree by the Financial Litigation Unit ofthe U.S. Attorney's Office for the Western District of Pennsylvania. Atthe time ofpayment, Essroc shall send a copy ofthe EFT authorization form and the EFTtransaction record, together with a transmittal letter, which shall state that the payment is for the civil penalty owed pursuant to the Consent Decree inUnited States, etal. v. Essroc Cement 

### Corp. adv
.. , and shall reference the civil action number and DOJ case number 90- 5-2-1-09608, to the United States in accordance with Section XX ofthis Decree (Notices); by email to acctsreceivable.CINWD@epa.gov; and to: U.S. EPA Cincinnati Finance Office 26 Martin Luther King Drive Cincinnati, Ohio 45268 9. Within thirty (30) Days after the Effective Date ofthis Consent Decree, Essroc shall pay civil penalties, together with interest accruing from the Effective Date through the date ofpayment at the rate identified in Paragraph 8 above, a total of$850,000 inthe following amounts to the following Affected States in accordance with the payment instructions below in Table 1:

13

### Table 1 

### State Amount PaymentInstructions Pennsylvania $283,333 Check made payable and mailed to: (Plus interestper Commonwealth ofPennsylvania

- Clean Air Paragraph 8 if Fund applicable) Attn: Mark Wejkszner Air Quality Program Manager PADepartment ofEnviron.ttlental Protection, 2 Public Square Wilkes-Barre, PA 18711 West Virginia $141,667 Check made payable and mailed to: (Plus interest per Air Pollution Education & Environmental Paragraph 8 if Fund applicable) West Virginia Division ofAir Quality Attn: John A. Benedict, Director 601 57th St. SE Charleston, WV 25304 Indiana $283,333 Check made payable and mailed to: (Plus interest per "Environmental Management Special Fund" Paragraph 8 

### if Indiana Department ofEnvironmental applicable) Management Cashier

- Mail Code 50-1OC 100 North Senate Avenue Indianapolis, IN 46204-2251 Puerto Rico $141,667 Check made payable and mailed to: (plus interest per Puerto Rico Environmental Quality Board Paragraph 8 

### if Pedro Nieves Miranda, Chairman applicable) Puerto Rico Environmental Quality Board PO BOX 11488 SAN JUAN. PR 00910 Att. Luis R SierraTorres, Manager Air Quality Area 10. Essroc shall not deduct any penalties paidunder this Section in calculating its federal or state or local income 

### tax. V. ENVIRONMENTAL MITIGATION 11. Essroc shall implementthe Environmental MitigationProjects ("Project" or "Projects") described in Appendix C ofthis Consent Decree.

1412. Essroc shaH maintain, and, within 30 days upon Plaintiffs request, provide to Plaintiffs all documents that substantiate work completed on the Projects in accordancewith SectionXIX (Notices). 13. Essroc shall certify, within thirty (30) days before each engine replacement described in Appendix C,that Essroc is not otherwise required by law to perform the Project, that Essroc is unaware ofany otherperson who is required bylawto perform the Project, and that Essroc will not use any ofthe Project, orportion thereof, to satisfy any obligations that it may have under other applicable requirements oflaw. 14. Beginning six (6) months after the Effective Date_ofthis Consent Decree, and continuing until completion ofeachProject, Essroc shall provide Plaintiffs with semi-annual or annual updates concerning the progress ofthe Project, in the semi-annual or annual reports required (as applicable) in Section XII (Reporting Requirements) oftms Consent Decree. 15. Within sixty (60) days following the completion ofthe Projects required under this ConsentDecree, Essroc shall submit to Plaintiffs a report that documents the date that the Project was completed, Essroc'sresults from implementing the Project, including the emission reductions or other environmental benefits achieved, and the money expended by Essroc in implementingthe Project (including the emission reductions achieved for NOx and 

### S02). 16. In connection with any communication to the public or to shareholders regarding Essroc's actions orexpenditures relating 

### in any way to the Environmental Mitigation Projects in this ConsentDecree, Essroc shall include prominently inthe communication the information that the actions and expenditures were required as part ofa negotiated consent decree to resolve allegations thatEssroc violated the Clean Air Act.



### 15

### VI. NOx 

### CONTROL TECHNOLOGY, EMISSION LIMITS, AND MONITORING REQUIREMENTS A. 

### NOx 

### Control Technology and Emission Limits
. 17. Subjectto Section VIII (Temporary Cessation ofKiln Operation), Defendant shall install the NOx Control Technology and comply with the Emission Limits for the specific Kilns within its system according to Table 2 belowand Paragraphs 18 and 19. Defendant shall Continuously Operate eachNOx Control Technology as applicable to each Kiln. 

### Table 2 

### Kiln Control Technology 30-Day Rolling Date required to Average Emission meet 30-Day Rolling Limit Average Emission (lb/ton clinker Limit produced) BessemerKiln 4 N/A Retire December 31, 2011 Bessemer Kiln 5 N/A Retire December 31, 2011 Martinsburg Kiln SNCR 2.15 December 31, 2012 

### 1 Logansport Kiln Option A: SCR Demonstration Schedule pursuantto 1 pursuant to Paragraph 19 and Paragraph 19 and Appendix B. Appendix B OptionB*: SNCR Demonstration of Schedule pursuant to SNCRpursuantto Paragraph 19 and Paragraphs 19 and Appendix A Appendix A) Emission Limit no higher than 7.00 Logansport Kiln Option A: SCR Demonstration Schedule pursuant to 2 pursuant to Paragraph 19 and Paragraph 19 and Appendix B AppendixB. Option B*: SNCR Demonstration of Schedule pursuantto SNCRpursuant to Paragraph 19 and Paragraphs 19 and Appendix A Appendix A, Emission Limit no higher than 7.00 16Speed Kiln 1 SNCR 3.50 December 31, 2013 Speed Kiln 2 SNCR 2.10 December 31, 2012 Nazareth Kiln 1 SNCR 2.30 July 1,2012 San Juan Kiln 3 SNCR Demonstration of December 31, 2013 SNCR pursuant to Paragraph 19 and Appendix A, Emission Limit no higher than 2.30 

## * Selection ofOption B is subject to the requirements ofParagraph 19. 

### San Juan Kiln 3 18. Subject to Section VIII (Temporary Cessation ofKiln Operation), for the San Juan Kiln 3:

.a. Essroc shall have installed and Commenced Continuous Operation ofSNCR technology bythe date specified in Table 2 above; b. Pursuant to Appendix A, Essroc shall propose to U.S. EPA a 30-Day Rolling Average Emission Limit for NOx applicable to San Juan Kiln 3 that is no less stringent than 2.30 lb/ton ofclinker and that represents the optimal performance and Continuous Operation ofthe SNCRtechnology. Within 30 Days after proposing a 30-DayRolling Average Emission Limit for NOx at San Juan Kiln 3 under Appendix A, Essroc shall achieve and thereafter maintain compliance with the proposed 30-Day Rolling Average Emission Limit for NOxatthe Kiln. U.S. EPA shall review the proposed 30 Day Rolling Average Emission Limit pursuant to Appendix A and SectionXI (Review and Approval ofSubmittals). 

### Logansport Kiln 1 19. Subjectto Section VIII (Temporary Cessation ofKiln Operation), for Logansport Kiln 1 and Kiln 2:

17a. Essroc shall submit, by July 31, 2013, to U.S. EPA for review and approval pursuant to Section 

### XI (Review and Approval ofSubmittals) ofthis Consent Decree, a SCRPilot Report. The SCRPilot Report shall contain all the information identified inAppendix 

### B ofthis Consent Decree. U.S. EPA shall expeditiously reviewthe SCR Pilot Report submitted byEssroc pursuantto Appendix B and SectionXI (Review and Approval ofSubmittals). b. Following approval by U.S. EPA ofthe SCRPilot Report described in Paragraph 19(a) above, and unless otherwise authorized pursuant to Paragraph 19(c) below, Essroc shall install and Commence Continuous Operation ofSCRtechnology by September 30, 2014, and:
1. Begin Demonstration ofSCR, pursuantto Appendix B, byDecember 31, 2014;
11. Pursuant to Appendix 

### B, by May 31, 2015, propose to U.S. EPA a 30-Day Rolling Average Emission Limit for NOx applicable to Logansport Kiln 1 that represents the optimal performance and Continuous Operation ofthe SCRtechnology. Within 30 Days after proposing a 30-Day Rolling Average Emission Limit for NOx at Logansport Kiln 1under Appendix B , Essroc shall achieve and thereafter maintain compliance with the proposed 30-Day Rolling Average Emission Limit for NOxat the Kiln. U.S. EPA shall review the proposed 30 Day Rolling Average Emission Limit pursuant to the provisions ofAppendix B and Section XI (Review and Approval ofSubmittals). Pursuant to Paragraph 14 ofAppendix B, if EPA's reviewresults in an alternative final30-day Rolling Average

18Emission Limit, Essroc shall comply with the alternative final 30-day Rolling Average Emission Limit within 30days ofEPA'snotice.
c. Iffollowing review by U.S. EPA ofthe SCRPilot Report described in Paragraph 19(a) above, U.S. EPA concurs that SCR at Logansport Kiln 1is unsuccessful pursuant to Paragraph 8 ofAppendix B, Essroc shall install and Commence Continuous Operation ofSNCRtechnology by September 30,2014 at Logansport Kiln 1 in lieu ofinstallation ofSCR. IfEssroc installs SNCR pursuant to this Paragraph 19(c), Essroc shall propose, by December 31, 2014, a**30~Day** Rolling Average Emission Limit for NOx,pursuant to Appendix A, that is applicable to Logansport Kiln 1 that is no less stringent than 7.00 lb/ton ofclinker and that represents the optimal performance and Continuous Operation ofthe SNCR technology. Within 30 Days after proposing a 30-Day Rolling Average Emission Limit for NOx at Logansport Kiln I under Appendix A, Essroc shall achieve and thereafter maintain compliance withthe proposed 30-Day Rolling Average Emission Limit for NOxat the Kiln. U.S. EPA shall reviewthe proposed 30 Day Rolling Average Emission Limit pursuant to Appendix A and Section XI (Review and Approval ofSubmittals). Pursuant to Paragraph 24 ofAppendix A, ifEPA's reviewresults in an alternative final 30-day Rolling Average Emission Limit; Essroc shall comply with the alternative final 30-day Rolling Average Emission Limit within 30 days ofEPA's notice. 

### Logansport Kiln 2



### ]9d. IfEssroc installs SCR at Logansport Kiln 1, pursuantto Paragraph 19( c) above, Essroc shall install SCRand Commence Continuous Operation ofSCR technology at Logansport Kiln 2, by September 30, 2015, and: 

### i. Begin Demonstration ofSCR at Logansport Kiln 2, pursuant to Appendix B, by December 31,2015;
n. Pursuant to Appendix B, by May 31, 2016, propose to U.S. EPA a 30-Day Rolling Average Emission Limit for NOx applicable to Logansport Kiln 2 that represents the optimal performance and Continuous Operation ofthe SCRtechnology. Within 30 Days after proposing a 30-Day Rolling Average Emission Limit for NOx at Logansport Kiln 2 under Appendix B, Essroc shall achieve and thereaftermaintain compliance with the proposed 30-Day Rolling Average Emission Limitfor NOx atthe Kiln. U.S. EPA shall review the proposed 30 Day Rolling Average Emission Limit pursuantto Appendix B and Section XI (Review and Approval of Submittals). Pursuantto Paragraph 14 ofAppendix B, ifEPA's review results 

### in an alternative final 30-day Rolling Average Emission Limit, Essroc shall comply withthe alternative final 30-day Rolling Average Emission Limit within 30 days ofEPA's notice.
e. IfEssroc installs SNCR at Logansport Kiln 1, pursuant to Paragraph 19(c) above, Essroc shall install SNCR and commence Continuous Operation ofSNeR technology at Logansport Kiln 2, in lieu ofinstalling SCRtechnology at Logansport Kiln 2, by September 30,2015. IfEssroc installs SNCRpursuant to this Paragraph 19(e), Essroc shall propose, by December 

### 31. 2015, a 30-Day


### 20Rolling Average Emission Limit for NOx• pursuant to Appendix A, that is applicable to Logansport Kiln 2 that is no less stringentthan 7.00 lb/ton ofclinker and that represents the optimal performance and Continuous Operation ofthe SNCRtechnology. Within 30 Days after proposing a 3D-Day Rolling Average EmissionLimit for NOx at Logansport Kiln 2 under Appendix A, Essroc shall achieve and thereaftermaintain compliance with the proposed 3D-Day Rolling Average Emission Limit for NOxat the Kiln. U.S. EPA shall review the proposed 30 Day Rolling Average Emission Limit pursuant to Appendix A and Section XI (Review and Approval ofSubmittals). Pursuant to Paragraph 24 ofAppendix A, ifEPA's review results in an alternative final30-day Rolling Average Emission Limit, Essroc shall comply with the alternative final30-day Rolling Average Emission Limit within 30days ofEPA's notice. 

### B. NOx 

### Continuous Emission Monitoring Systems 20. At San Juan Kiln 3 and Martinsburg Kiln 1, Essroc shaH install and make operational. within 30 days ofthe Effective Date ofthis Consent Decree, a NOxcontinuous emissions monitoring system (CEMS) to monitor NOxemissions at each stack which collects emissions from such Kiln. Essroc shall Continuously Operate the existing NOx CEMS atthe Nazareth Kiln 1, Speed 1"and 2 Kilns, and Logansport I and 2 Kilns. For any kilns that have an alkali bypass, Essroc shall ensure that emissions from all alkali bypass systems are monitored by CEMS. AU CEM's shall be operated and maintained in accordance withthe requirements of40 C.F.R. Part 60. 21. Except during CEMS breakdowns, repairs, calibration checks, and zero span adjustments, the CEMS required pursuant to Paragraph 20 above shall be operated at all times

21during Kiln Operation. Each such CEMS shaH be used at each Kiln to demonstrate compliance withthe NOx Emission Limits established in SectionVI.A (NOx Control Technology and Emission Limits) and Appendix A (Control Technology Demonstration Requirements), as applicable, ofthis ConsentDecree. 

### 22. Each NOx CEMS required pursuant to Paragraph 

### 20 shall monitor and record the applicable NOx Emission Rate from each Kiln and shall be installed, certified, calibrated, maintained, and operated in accordance with the applicable requirements of

### 40 C.F.R. Part 

### 60, and any requirements established by applicable State regulations. 23. Forpurposes ofthis Consent Decree, all emissions ofNOxshall be measured by CEMS. During any time when CEMS are inoperable and otherwise not measuring emissions of NOx from any Kiln, Essroc shall apply the missing data substitutionprocedures used bythe Affected State or the missing data substitutionprocedures in

### 40 C.F.R. Part 75, Subpart D, whichever is deemed appropriate bythe Affected State. 

### VII. S02 CONTROL TECHNOLOGY, EMISSION LIMITS,AND MONITORING REQUIREMENTS A. S02 Control Technology and Emission Limits 

### 24. Subject to Section VIII (Temporary Cessation ofKiln Operation), Defendant shall,
as applicable, install the S02Control Technology and comply withthe Emission Limits for the specific Kilns within their system according to Table 3 and Paragraph 

### 25. Defendant shall Continuously Operate each S02Control Technology as applicable to each Kiln. 

### Table 3 Kiln Control 30-Day Rolling Average Date required to meet Technology Emission Limit 30-Day Rolling Average (Ib/ton clinker produeed) Emission Limit Bessemer Kiln 4 NJA Retire July 

### 1,2011


### 22Bessemer Kiln 5 N/A Retire July 1,2011 Martinsburg Dry Scrubber Demonstration ofDry December 31,2012 Kiln 1 Scrubberpursuantto Appendix A and Paragraph 25,'Emission Limit no higher than 1.50 Logansport Kiln Dry Scrubber 3.50 December 31,2013 1 Logansport Kiln Dry Scrubber 4.80 December 31, 2014 2 Speed Kiln 1 Dry Scrubber 1.00* December 31, 2013 Speed Kiln 2 Dry Scrubber 1.70* December 31,2013 Nazareth Kiln 1 Dry Scrubber 1.80 December 31, 2014 San Juan Kiln 3 Dry Scrubber 1.00 December 31,2013



### . *Limit mcludes emISSions from the alkalI bypass 25. Subjectto Section VIII (Temporary Cessation ofKilns), for Martinsburg Kiln 1:
a. Essroc shall have installed and Commenced Continuous Operation ofDry Scrubber technology by the date specified in Table 3 above; b. Pursuant to Appendix A, Essroc shall propose to U.S. EPA a30-Day Rolling Average Emission Limit for S02 applicable to Martinsburg Kiln 1 that is no less stringent than 1.50 lb/ton ofclinker and thatrepresents the optimal performance and Continuous Operation ofthe Dry Scrubbertechnology. Within 30 Days after proposing a 30-Day Rolling Average Emission Limit for S02 at Martinsburg Kiln 1under Appendix A, Essroc shall achieve andthereafter maintain compliance 

### with the proposed**30~Day** Rolling Average Emission Limit for S02 at the Kiln. U.S. EPA shall review the proposed 30-Day Rolling Average Emission Limit pursuant to Appendix A. Pursuant to Paragraph 24 ofAppendix A, ifEPA's review results in an alternative final 30-day Rolling Average Emission Limit,

23Essroc shall comply withthe alternative final30-day Rolling Average Emission Limit within 30 days ofEPA's notice. 

### B. S02Continuous Emission Monitoring Systems 26. At San Juan Kiln 3 and Martinsburg Kiln 1, Essroc shall install andmake operational within 30 days ofthe Effective Date, a S02continuous emissions monitoring system (CEMS) to monitor S02 emissions at each stack which collects emissions from such Kiln. Essroc shall Continuously Operate existing S02 CEMS atthe Nazareth Kiln 1, Speed 1 and 2 Kilns, and Logansport 1 and 2 Kilns. For any kilns that have an alkali bypass, Essroc shall
ensure that emissions from all alkali bypass systems are monitored by CEMS. All CEMS shall be operated and maintained in accordance with the requirements of40 C.F.R. Part 60. 27. Except during CEMS breakdowns, repairs, calibration checks, and zero span adjustments, the CEMS required pursuant to Paragraph 26 above shall be operated at all times of Kiln operation, and shaH be used at each Kiln to demonstrate compliance with the S02emission limits established in Section VII.A (S02Control Technology and Emission Limits) and Appendix A (Control Technology Demonstration Requirements), as applicable, ofthis Consent Decree. 28. Each S02CEMS required pursuant to Paragraph 26 shall monitor and record the applicable S02Emission Rimit from each Kiln stack in units ofpounds ofS02per Ton ofclinker produced at such Kiln and shall be installed, certified, calibrated, maintained, and operated in accordance with the applicable requirements of40 C.F.R. Part 60 and any requirements established by applicable State regulations. 29. Forpurposes ofthis Consent Decree, all emissions ofS02 shall be measured by CEMS. During any time when CEMS are inoperable and otherwise not measuring emissions of

24S02from any Kiln, Essroc shall apply the missing data substitution procedures usedbythe Affected State orthe missing data substitutionprocedures in 

### 40 C.F.R. Part 75, Subpart D whichever is deemed appropriate bythe Affected State. 

### VIII. TEMPORARY CESSATION OF KILN OPERATION 30. IfDefendant has Temporarily Ceased Kiln Operation ofany Kiln on the date by which Defendant is required to install and/or Continuously Operate any Control Technology at that Kiln under Section VI (NOx Control Technology, Emission Limits, and Monitoring Requirements), or Section VII (S02 Control Technology, Emission Limits, andMonitoring Requirements), Defendant shall provide written notice within ten (10) Days after such Temporary Cessation, or after the Effective Date ofthe Consent Decree, specifying the date on which such period ofTemporary Cessation began. Defendant shall provide such written notice pursuantto Section XIX (Notices). 31. IfDefendanthas provided the written notice asrequired in Paragraph 30, above, Defendant shall not be required to install and Continuously Operate the Control Technology at that Kiln by the dates required in Section VI (NOx Control Technology, Emission Limits, and Monitoring Requirements), and Section VII (S02 Control Technology, Emission Limits, and Monitoring Requirements), ofthis Consent Decree with respect to that Kiln. However, Defendant shall notrecommence Kiln Operationafter the date required in SectionVI (NOx Control Technology, Emission Limits, andMonitoring Requirements), and Section VII (S02 Control Technology, Emission Limits, and Monitoring Requirements), ofthis ConsentDecree with respect tothat Kiln unless the Defendanthas a) installed and Commenced Continuous Operation ofthe Control Technologyrequired bythis Consent Decree for that Kiln; b) commenced compliance with all requirements for that Kiln contained in Section VI (NOx

25Control Technology, Emission Limits, and Monitoring Requirements), and Section VII (S02 Control Technology, Emission Limits, and Monitoring Requirements); and 3) providednotice to U.S. EPA within 30 Days afterrecommencing Kiln Operation. IfDefendantrecommences Kiln Operationwithout installing and'Commencing Continuous Operationofthe Control Technology required underthis Decree or does not achieve compliance with all requirements for that Kiln contained in Section VI (NOx Control Technology, Emission Limits, and Monitoring Requirements), and SectionVII (S02 Control Technology Emission Limits, and Monitoring Requirements), Defendant shall be liable for stipulated penalties pursuantto SectionXIII (Stipulated Penalties). 32. In addition to complying with Paragraph 31, above, ifDefendant Temporarily Ceases Kiln Operation for twenty-four (24) consecutive months subsequent to the Effective Date ofthis ConsentDecree, prior to recommencing Kiln Operation Defendant shall first apply for and obtain applicable permits required under: (1) the PSD provisions ofthe Act, 42 U.S.C. 

### §§ 7470-7492 and/or the nonattainmentNSR provisions ofthe Act, 42 U.S.c. 

### §§ 7501-7515; or (2) the federally-approved and enforceable SIPs which incorporate and/or implement the federal PSD and/or nonattainrnentNSRrequirements, as applicable. 

### IX. PROHIBITION ON NETTING CREDITS OR OFFSETS FROM REQUIRED CONTROLS 33. Except as otherwiseprovided below, emissionreductions resulting from compliance withthe requirements oftrus Consent Decree (including the Retirement ofBessemer Kilns 4 and 5) shall not be considered as a creditable contemporaneous emission decrease for the purpose ofobtaining a netting or offset credit underthe Clean Air Act's NonattainmentNSR and PSDprograms. 34. The limitations on the generation and use ofnetting credits or offsets set forth in 26Paragraph 33 above do not apply to emissionreductions achieved by Essroc that are surplus to those required underthis Consent Decree ("surplus emission reductions"). Forpurposes ofthis Paragraph, surplus emissionreductions are the reductions over and above those required under this Consent Decree that result from Essroc's compliance withfederally enforceable emissions limits that aremore stringentthan limits imposed underthis Consent Decree orfrom Essroc's compliance withemissions limits otherwise required under applicable provisions ofthe Clean Air Act orwith an applicable SIP that contains more stringent limits than those imposed under this Consent Decree. 35. Nothing in this Consent Decree is intended to preclude the emission reductions generated underthis ConsentDecree from being considered by 

## u.s. EPA or a State as creditable contemporaneous emission decreases for the purpose ofattainment demonstrations submitted pursuant to § 110 ofthe Act, 42 U.S.C. § 7410, or 

### indetermining impacts onNAAQS, PSD increments, or air quaIity·related values, including visibility ina Class I area. 

# x. PERMITS 36. Where any compliance obligationunderthis Consent Decree requires Essroc to obtain a federal, State, or local permit or approval Essroc shall submit a timely and complete application for suchpermit or approval and take all other actions necessary to obtain all such permits or approvals, allowing for all legallyrequired processing and review including requests for additional information bythe permitting or approval authority. Essroc may seekreliefunder the provisions ofSection XIV ofthis Consent Decree (Force Majeure) for any delay in the performance ofany obligation underthis Consent Decree resulting from a failure to obtain, or a delay in obtaining, anypermit or approval required to fulfill such obligation, 

### ifEssroc has submittedtimely and complete applications in a mannerthatprovides the permitting authority

27sufficient and reasonable time to process the permit application, responded to requests for additional information by the permitting authority and taken all other actions necessary to obtain such permits orapprovals in a timely fashion, andprosecuted appeals ofany allegedly unlawful terms and conditions imposed by the permitting authority in a timely fashion. 37. In addition to having first obtained anyrequired preconstruction permits or other approvals pursuant to Paragraph 36 above. Essroc, within 12 months after the Commencement of operation ofeach Control Technology required to be installed, upgraded, or operated on a Kiln under this Consent Decree, shall apply to the Affected State to include the requirements and limitations enumerated in this Consent Decree in a constructionpermit or otherpermit or approval (otherthan a Title V permit) which is federally enforceable, issued under the SIP ofthe Affected State, and issued under authority independent ofthe Affected State's authority to issue Title V permits. The permit or approval shall require compliance with any applicable 30-Day Rolling Average Emission Limit, and any monitoring requirements, including those in Sections VLB and VII.B. ofthis Decree. Following submission ofthe application for the permit or approval, Essroc shall cooperate with the appropriate permitting authority by promptly submitting all information that such permitting authority seeks following its receipt ofthe application for the permit. 38. Upon issuance ofa permit by the Affected State, or in conjunction with the issuance ofsuchpermit, Essroc shall file any applications necessary to incorporate the requirements ofthe permitinto the Title V operating permit for the relevant Facility. Essroc shallnot challenge the inclusion in any suchpermit ofthe Emission Limits expressly prescribed in this Consent Decree (including, where applicable, final30-Day Rolling Average Emission Limits determined in accordance withAppendix A orB), but nothing in this Consent Decree is

28intended nor shall it be construed to require the establishment ofEmission Limits otherthan those EmissionLimits expressly prescribed in this Consent Decree nor to preclude Essroc from challenging any more stringent Emission Limits .should they be proposed for reasons independent ofthis Consent Decree. 39. As soon as practicable, but inno event later than one hundred twenty (120) Days after the establishment ofany Emission Limits pursuant to Appendix A orB, as applicable, in the Consent Decree, Essroc shall submit applications to the appropriate permitting authority to incorporate all applicable Emission Limits, and any requirements and limitations, including those in Sections VI (NO" Control Technology, Emission Limits, and Monitoring Requirements) and 

### VII (S02Control Technology, Emission Limits, and Monitoring Requirements) ofthis Decree, into federally enforceable construction or otherpermits (other than Title V permits) which are federally enforceable. Following submission ofthe permit application byEssroc to the Affected State, Essroc shall cooperate with the appropriate permitting authority by promptly submitting all information that suchpermitting authority seeks following its receipt ofthe permit application. Upon issuance ofsuchpermit or in conjunction with suchpermitting bythe Affected State, Essroc shall file any applications necessary to incorporate the requirements ofthat permit into the Title V operatingpermit ofthe appropriate Facility. Essroc shall not challengethe inclusion in any such permit ofthe Emission Limits expressly prescribed in this Consent Decree (including, where applicable, final 30-Day Rolling Average Emission Limits determined in accordance with Appendix A orB), butnothing inthis Consent Decree is intended nor shall it be construed to require the establishment ofEmission Limits other than those Emission Limits expressly prescribed in this Consent Decree nor to preclude Essroc from challenging any more stringent Emission Limits should they beproposed for reasons independent ofthis Consent Decree.

2940. For each Kiln, Essroc shall provide U.S. EPA with a copy ofeach application for
a permitto address or complywith anyprovision ofthjs Consent Decree, as well as a copy of any permitproposed as a result ofsuch application, to allow for timely participation in any public comment opportunity. 41. In lieuofincorporatingtheterms ofthe Consent Decree directly into a permit issued under a SIP pursuantto Paragraphs 36through 39, Essroc may request an Affected State to submit the portions ofthe Consent Decree applicable to the Facilities in that Aftected State to the U.S. EPA for approval underthe State's SIP in accordance with 42 U.S.c. 

### § 7410(k). Upon approval by the U.S. EPA, those portions ofthis Consent Decree will be incorporated into the Affected State's SIP, and subsequently incorporated into Title V permits for each Facility consistent with applicable requirements in 40 c.P.R. Part 70 or State-specific rules adopted and approved consistent with Part 70. Essroc agrees notto contestthe submittal ofany such proposed SIP revision that incorporates the terms ofthis ConsentDecree to U.S. EPA, or U.S. EPA's approval ofsuch submittal, orthe incorporation ofthe applicable portions ofthis Consent Decree through these SIP requirements into the Title V permits. 42. When permits or SIP amendments are required as described in Paragraphs 36-39 and 41, Essroc shall complete and submit applications for such permits or SIP amendments to the appropriate authorities to allow sufficienttime for all legally required processing and review of the permit application or application for a SIP amendment, including requests for additional information bythe permitting authorities. Any failure by Essroc to submit a timely and complete permit application orapplication for a SIP amendment for any Kiln shall bar any use by Essroc ofSection XIV (Force Majeure) ofthis Consent Decree. where a Porce Majeure claim is based
on permitting delays ordelays associated with issuance ofa the SIP amendment.

3043. Notwithstanding the reference to Title V permits in this Consent Decree, the enforcement ofsuchpermits shall be in accordance with their own terms andthe Act. The Title V permits shall notbe enforceable under this Consent Decree, although any term orlimit established by orunder this Consent Decree shall beenforceable under this Consent Decree regardless ofwhether such term has orwill becomepart ofa Title V permit, subject to the terms ofSectionXXIII (Termination) ofthis Consent Decree. 

### XI. REVIEW AND APPROVAL OF SUBMITTALS 44. After review ofany document that is subjectto approval pursuant to this Consent Decree, U.S. EPA, after consultation with the Affected State, shall in writing: (a) approve the submission; (b) approve the submission upon specified conditions; (c) approve part ofthe submission and disapprove the remainder; or (d) disapprove the submission. 45. Ifthe submission is approved pursuant to Paragraph 44 above, Essroc shall take all actions required by the plan, report, or other document, in accordance with the schedules and requirements ofthe plan, report, or other document, as approved. Ifthe submission is conditionally approved or approved only in part, pursuant to Paragraph 44(b) above, Essroc shall, upon written direction ofU.S. EPA, after consultation with the Affected State, take all actions required bythe approvedportion ofthe plan, report, orother item that U.S. EPA, after cons,ultation with the Affected State, determines are technically severable from any disapproved portions, subjectto Essroc'sright to dispute onlythe specified conditions orthe disapproved portions, under SectionXV ofthis Decree (Dispute Resolution). Conditional approvals or approvals in part, with respect to emission limitproposals under Appendix A) may include disapproval ofemission limit proposals and approval ofalternative emissionlimits as specified inParagraph24 ofAppendix A and ofParagraph 14 ofAppendix 

### B.

3146. Ifthe submission is disapproved inwhole or inpartpursuant to Paragraph 44, Essroc shall, within 45 Days or such other time as the Parties agree to inwriting, correct all deficiencies and resubmitthe plan, report, or other item, or disapproved portion thereof, for approval, inaccordance with the preceding Paragraphs. Ifthe resubmission is approved in whole
orin part, Essroc shall proceed in accordance withthepreceding Paragraph. 47. Any stipulated penalties applicable to an original submission that is disapproved in whole or in part pursuant to Paragraph 44, as provided in SectionXIII (Stipulated Penalties) of this Decree, shall continue to accrue during the period specified in Paragraph 46, but any stipulated penalties that accrue following the receipt ofthe submission shall not be payable unless the resubmission is untimely or is disapproved in whole or inpart; providedthat, ifthe original submissionwas so deficient as to constitute a material breach ofEssroc's obligations underthis Decree, the stipulated penalties applicable to the original submission shall be due and payable notwithstanding any subsequent resubmission. 48. Ifa resubmitted plan, report, or'other item, orportion thereof, is disapproved in whole or inpart, U.S. EPA and the Affected State may againrequire Essroc to correct any deficiencies in accordance with Paragraph 46, ormay themselves correct any deficiencies and seek stipulated penalties, subjectto Essroc'sright to invoke Dispute Resolution under Section XV ofthis Consent Decree.

### XII. REPORTING 

### REQUIREMENTS 49. Essroc shall submitthe following reports as described in this Paragraph49. Within 30 Days afterthe end ofeachhalfcalendar year (t. 

### e., by January 30th, July 30th) after the Effective Date, for three full years, until tennination ofthis Decree pursuant to Section XXIII (Termination), Essroc shall submit a semi-annual report to U.S. EPA and the Affected States for

32the immediately preceding halfcalendar yearperiod that shall contain the information described in this Paragraph 49(a)-G). Thereafter, and until termination ofthis Decree pursuantto Section XXIII (Termination), Essroc shall submit, within 30 days after the end ofeach calendar year, an annual report to 

## u.s. EPA and the Affected States for**t~e** immediatelypreceding calendar year periodthat shall contain the information described in this Paragraph 49(a)-G).
a. Identify any and all dates onwhich Essroc has installed, or describe the progress ofinstallation of, each Control Technology required for each Kiln under Section VI (NOx Control Technology, Emission Limits, and Monitoring Requirements) and Section VII (S02Control Technology, Emission Limits, and Monitoring Requirements), and describe anyproblems encountered oranticipated during such installation, together with implemented or proposed solutions; b. Identify any and all dates on which Essroc has completed installation of, or describe the progress ofinstallation of, each CEMS required under Section VI.B (NOx Continuous Emission Monitoring Systems) and Section VILB (S02 Continuous Emission Monitoring Systems), and describe any problems encountered or anticipated during such installation, together with implemented or proposed solutions;
c. Identify any and all dates onwhich Essroc Retired the Bessemer Kilns; d. Provide all CEMS data collected for each Kiln, including an explanation of any periods of CEMS downtime together with any missing data for which Essroc applied missing data substitution procedures, under Section VI.B (NOx Continuous Emission Monitoring Systems) and Section VILB (S02 Continuous Emission Monitoring Systems);


### 33e. Demonstrate compliance with all applicable 30- Day Rolling Average Emission Limits in Section VI (NOx Control Technology, Emission Limits, and Monitoring Requirements) and Section VII 

### (S02 Control Technology. Emission Limits, and MonitoringRequirements) ofthis Consent Decree; f. Provide a complete description and status ofall actions Essroc has undertaken to comply with the Appendix ofthis Consent Decree; g. Demonstrate compliance with any applicable**30~Day** Rolling Average Emission Limits established mlder Appendix A or B ofthis Consent Decree; h. Ifapplicable, describe the status ofactions undertaken pursuant to Section IX (Prohibition on Netting Credits or Offsets from Required Controls) ofthis Consent Decree;
1. Describethe status ofpermit applications and any proposed SIP revisions required under this Consent Decree; and J. Describe the status ofany operation and maintenance work relating to activities required underthis Consent Decree. The semi-annual and annual reports shall also include a description ofany non-compliance with the requirements ofthis Consent Decree and an explanation ofthe violation's likely cause and of the remedial steps taken, orto be taken, to prevent orminimize such violation. 50. IfEssroc violates, orhas reason to believe that 

### itmay violate, any requirement of this Consent Decree, Essroc shaH notify the U.S. EPA and the Affected State ofsuch violation and its likely duration, in writing, within ten Business Days ofthe Day Essroc first become
aware ofthe violation, with an explanation ofthe violation's likely cause and ofthe remedial steps taken, orto be taken, to prevent or minimize such violation. Essroc shall investigate the

34cause ofthe violation and shall then submit an amendment to its lastperiodic report, including a 

## fun explanation ofthe cause ofthe violation, within 30 Days ofthe Day Essroc becomes aware ofthe cause ofthe violation. Nothing inthis Paragraph orthe following Paragraph relieves Essroc ofits obligationto provide the notice required by Section XIV ofthis Consent Decree (Force Majeure) ifEssroc contends a Force Majeure event occurred. 51. Whenever any violation ofthis Consent Decree, or ofany applicable permits required under this Consent Decree, or any other event affecting Essroc's performance under this Decree, orthe performance ofany Facility, maypose an immediate threat to the public health or welfare or the environment, Essroc shall notify U.S. EPA and the Affected State, orally orby electronic orfacsimile transmission as soon as possible, but no laterthan 24 hours after Essroc first knew, or should have known, ofthe violation or event. This procedure is inaddition to the requirements 

### set forth inthepreceding Paragraph. 52. All reports shall be submitted to the persons designated in Section XIX ofthis Consent Decree (Notices). 53. Each report submitted by Essroc under this Section shall be signed by an official ofthe submitting party and include the following certification: I certify under penalty oflaw that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information submitted. Based onmy inquiry ofthe person orpersons who manage the system, orthose persons directly responsible for gathering the information, the information submitted is, to the best ofmy knowledge and belief, true, accurate and complete. I am aware thatthere are significantpenaltiesfor submitting false information, includingthe possibility offine and imprisonment for knowing violations.

35This certification requirement does not apply to emergency or similar notifications where compliance would be impractical. 54. The reporting requirements ofthis Consent Decree do not relieve Essroc ofany reporting obligations required by the Clean Air Act orimplementing regulations, orby any other federal, State, orlocal law, regulation, permit, or otherrequirement. 55. Any information provided pursuantto this Consent Decree may be used by the United States in any proceeding to enforce the provisions ofthis Consent Decree and as otherwise permitted by law. 56, Essroc may also assert that infonnation required to be provided under this Section is protected as ''Confidential Business Information" under 40 C.F,R. Part 2. In such a situation, Essroc may submit the information to U.S. EPA and the Affected State as "Confidential Business Information," subject to the provisions of40 C.F.R. Part 2
..As to any information that Essroc seeksto protect as CBI, Essroc shall follow the procedures set forth in 40 C.F.R. Part 2 and any applicable State laws. No monitoring data or other data evidencing the amount ofcontent of emissions from any Facility shall be considered as CBI or subject to any privilege. 

### XIII. STIPULATED PENALTIES 57. Essroc shall be liable for stipulatedpenalties to the United States and Affected State(s) for violations ofthis ConsentDecree as specified in Table 5 below, unless excused under Section XIV (Force Majeure). A violation includes failing to perfonn any obligation required by the terms ofthis Decree, including any work plan or schedule approved underthis Decree, according to all applicable requirements ofthis Decree and within the specified time schedules established by or approved under this Decree. Violation ofan Emission Limit that is based on a 30-Day Rolling Average is a violation on every Day on which the average is based. Each

36subsequent Day ofviolation ofa 30-Day Rolling Average Emission Limit is subject to the corresponding penalty per Day as specified in Table 5 below. Where a violation ofa 30-Day Rolling Average Emission Limit (forthe same pollutant and from the same source) recurs within periods oHessthanthirty (30) Days, Essroc shall not pay a second ormultiple daily stipulated penalty for any Day ofrecurrence for wruch a stipulated penalty is already payable. Stipulated penalties may only be assessed once for a given Day ormonth within any averaging period for violation ofany particular Emission Limit. Stipulated penalties for consecutive periods of violation ofan Emission Limit shall be calculated based upon the violation ofthe Emission Limit for the same pollutant from the same Kiln. 

### Table 5

Consent Decree Violation Stipu.lated Penalty Failure to pay the civil penalty as specified in Section $7,500 for each Day IV (Civil Penalty) oftrus Consent Decree. Failure to comply with a 30-DayRolling Average $},500 for each Day during any 30- Emission Limit for NOx or 

### S02 or PM where the Day rolling period where the emissions are less than 5% in excess ofthe limits set violation is less than 5% inexcess of forth in this Consent Decree. the Limit. Failure to comply with a 30-DayRolling Average $3,000 for each Day during any 30- Emission Limit for NO" or

### S02 orPM where the Day rolling period where the emissions are equal to or greater than 5% but less than violation is equal to or greater than 10% in excess ofthe limits set forth in this Consent 5% but less than 10% in excess ofthe Decree Limit.
Failure to comply witha 30-Day Rolling Average $5,000 for each Day during any 30- Emission Limit for NOx or 

### S02 orPM where the Dayrolling period where equal to or emissions are equal to or greaterthan 10% inexcess of greaterthan 10% in excess ofthe the limits set forth in this Consent Decree Limit.

37$5,000 for each consecutive Day Failure to install or Commence Continuous Operation during the first 20 Days, $10,000 for or Continuously Operate Control Technology at a Kiln each consecutive Day for the next40 Days, and $37,500 for each consecutive Daythereafter Failure to Retire any Kiln pursuant to the Consent $100,000 uponre-commencing Kiln Decree. Operation and $37,500 for each Day thereafter Failure to install or Commence Continuous Operation or Continuously Operate Control Technology at a Kiln $100,000 for the first Day upon reupon re-commencing operation ofthat Kiln following commencing Kiln Operation and Temporary Cessation ofKiln Operation under Section $37,500 for each Day thereafter VIII ofthis Consent Decree Failure to apply for any pennit orpermit amendment $1 ,000 for each Day for each such or seek a SIP approval required by Section X (Permits) failure Failure to install or operate a CEMS in conformance with the requirements ofSection VLB (NOx $1.000 for each Day for each such Continuous Emission Monitoring Systems) or Section VII.B (S02 Continuous Emission Monitoring failure Systems), as applicable. Failure to timely submit, modifY. orimplement, as approved, a report, pla.n, study, analysis, protocol, or $750 for each Day during the first 10 other submittal required by this Consent Decree and Days, $1,000per Day thereafter Appendix A or 

### B. Any other violation ofthis Consent Decree. $1,000 for each Day for each violation 58. Subject to the provisions ofParagraph 57 above, stipulated penalties under this Section shall beginto accrue onthe-Day after performance is due or onthe Day a violation occurs, whichever is applicable, and shall continue to accrue until performance is satisfactorily completed oruntil the violation ceases. Stipulated penalties shall accrue simultaneously for separate violations oftms ConsentDecree. The United States orAffected State(s), or all ofthe foregoing, may seek stipulatedpenalties under this Section. Where both the United States and

38the Affected State(s) seek stipulatedpenalties for the same violation ofthis Consent**Decree~** Essroc shall pay 67% to the United States and 33% tothe Affected State(s). 59. Essroc shall pay any stipulated penalty withinthirty (30) Days ofreceiving the United States' anellor the Affected State(s') written demand. 60. EPA andthe Affected State(s) may, in the unreviewable exercise oftheir collective orindividual discretion, reduce orwaive stipulatedpenalties otherwise due either the United States or.the Affected State(s) under this Consent Decree. 61. Stipulated penalties shaH continue to accrue asprovided in this Section, during any Dispute Resolution, but neednot be paid until the following:
a. Ifthe dispute isresolved by agreementbetween the Parties or by a decision ofthe United States orthe Affected State that is not appealed to the Court, Essroc shall pay accrued penalties determined to be owing, together withinterest accruing from the 31 st Day after the writtendemand 

### in Paragraph 59, within 30 Days ofthe effective date ofthe agreement orthe receipt ofU.S. EPA's orthe Affected State's decision or order. b. Ifthe dispute is appealed to the Court and the United States or the Affected State is theprevailing party, in whole orinpart, as may be detennined by the Court, Essroc shall payall accrued penalties determined bythe Court to be owing, together with interest accruing from the 31st Day after the written demand in Paragraph 59, within 60 Days ofreceiving the Court's decision or order, except as provided in Subparagraph c, below.
c. Ifany Party appeals the District Court's decision, Essroc shall pay all accrued penalties determined to be owing, together with interest accruing from the 31 st
39Day after the written demand in Paragraph 59, within 15 Days ofreceiving the final appellate court decision. 62. Essroc shall pay stipulated penalties owingto the United States and an Affected State 

### inthe manner set forth and with the confirmation notices to the persons specified in Paragraphs 

### 8 and 9, except that the transmittal letter shall state that the payment is for stipulated penalties and shall state for which violation(s) the penalties are being paid. Essroc shall pay stipulated penalties owing to an Affected State in accordance with the instructions provided below: 

### Table 6 State Payment Instructions Pennsylvania Commonwealth ofPennsylvania

- Clean Air Fund Attn: Mark Wejkszner Air Quality ProgramManager PA Department ofEnvironmental Protection, 2 Public Square**Wilkes~Barre,** PA 18711 West Virginia AirPollution Education & Environmental Fund West Virginia Division ofAir Quality Attn: John A. Benedict, Director 601 57th St. SE Charleston, WV 25304 Indiana "Environmental Management Special Fund" Indiana Department ofEnvironmental Management Cashier

- Mail Code 50-1

### OC 100 North Senate Avenue Indianapolis, IN 46204-2251 Puerto Rico Puerto Rico Environmental Quality Board Pedro Nieves Miranda, Chairman Puerto Rico Environmental Quality Board POBOX 11488 SAN JUAN, PR 00910 Att. Luis R SierraTorres, Manager Air Quality Area



### 4063. Essroc shall not deduct stipulated penalties paid under this Section in calculating its federal or state income tax. 64. IfEssroc fails to pay stipulated penalties according to the terms ofthis Consent Decree, ESSTOC shall be liable for interest on such penalties, as provided for in28 U.S.C. § 1961, accruing as ofthe date payment became due. Nothing in this Paragraph shall be construed to limit the United States or any Affected State from securing any remedy otherwise provided by lawfor Essroc's failure to pay any stipulated penalties. 65. Subject to the provisions ofSection XVII ofthis Consent Decree (Effect of SettlementlReservation ofRights), the stipulated penalties provided for in this Consent Decree shall be in addition to any other rights, remedies, or sanctions available to the United States or an . Affected State for Essroc's violation ofthis Consent Decree or applicable law. Where a violation ofthis Consent Decree is also a violation ofany applicable statute orregulation, Essroc shall be allowed a credit, dollar for dollar, for any stipulated penalties paid, against any statutory penalties imposed for such violation, including penalties resulting from enforcement pursuant to Paragraphs 92 and 93. 

### XIV. FORCE MAJEURE 66. "ForceMajeure" (forpurposes ofthis Consent Decree) is defined as any event arising from causes beyond the control ofEssroc, that causes a delay or impedimentto performance in complying 

### with any obligation under this Consent Decree despite Essroc's best efforts to fulfill the obligation. The requirement that Essroc exercise best efforts to fulfill the obligation includes using best efforts to anticipate anypotential Force Majeure event and best efforts to addr:ess the effects ofany such event (a) as it is occurring and (b) after ithas occurred

41to prevent orminimize any resulting delay to the greatest extentpossible. Force Majeure does not include Essroc's financial inability to perform any obligation under this Consent Decree. 67. Ifany event occurs or has occurredthat may delay theperfonnance ofany obligation under this Consent Decree, and whichEssroc contends qualifies as an event ofForce Majeure, Essroc shall provide notice orally or by electronic or facsimile transmission to the representatives ofU.S. EPA and the Affected State(s) designated to receive notice pursuant to Section XIX (Notices) as soon as practicable but no laterthan seven (7) Business Days following the date Essroc first knew, orin the exercise ofdue diligence should have known, that the claimed Force Majeure event might cause a delay and give rise to a claim ofForce Majeure. Essroc shall provide written notice ofthe event as soon as practicable, butin no event later than twenty-one (21) Business Days following the date when Essroc first knew that the event might
cause a delay. The written notice shall explain and describe the reasons for the delay; the anticipated duration ofthe delay; all actions taken orto be taken to prevent or minimize the delay;
a schedule for implementation ofany measures to be taken to prevent or mitigate the delay orthe effect ofthe delay; and Essroc's rationale for attributing such delay to a Force Majeure event ifit intends to assert such a claim. Essroc shall include with any written notice all available documentation supporting the claimthatthe delay was attributable to a Force Majeure. Essroc shall be deemed to know ofany circumstance ofwhichEssroc's Contractors knew or should have known. 68. Failure by Essroc to comply with the notice requirements ofParagraph 67 renders this Section voidable by U.S. EPA, as to the specific event for which Essroc has failed to comply with such notice requirement. Ifso voided, 

### it shall be ofno effect as to the particular event involved.

4269. IfU.S. EPA and the Affected State agree that the delay or anticipated delay is attributableto a ForceMajeure event, the appropriate Parties may reach agreement and stipulate in writing to an extension ofthe required deadline(s) for all requirement(s) affected bythe Force Majeure event for a period equivalentto the delay actually caused bythe Force Majeure event, or such otherperiod as maybe appropriate inlight ofthe circumstances. Ifsuch stipulationresults in a material change to the terms ofthe Consent Decree, the stipulation shall be filed as a modification to the Consent Decree pursuant to Section XXII (Modification). An extension of the time for performance ofthe obligations affected by the Force Majeure event shall not, of itself, extend the time for performance ofany other obligation. Ifthe Parties do not reach agreement onthe appropriate extension ofany deadlines affected by a Force Majeure event, U.S. EPA andthe Affected State will notify Essroc in writing ofthe length ofthe extension, ifany, for performance ofthe obligations affected bythe Foree Majeure event. Essroc shall comply with the extended deadlines specified inthe notice from U.S. EPA and the Affected State, subject to the provisions ofSection

## :xv (Dispute Resolution). 70. IfD.S. EPA, after consultation with the Affected State, does not agree that the delay or anticipated delay has been or will be caused by a Force Majeure event, U.S. EPAwill notify Essroc invtriting ofits decision. 71. IfEssroc elects to invokethe formal dispute resolutionprocedures set forth in Section XV (Dispute Resolution), it shall do so no laterthan forty-five (45) Days afterreceipt of U.S. EPA's andthe Affected State's notice pursuantto Paragraph 69 orParagraph 70, whichever applies, and shall first comply withthe provisions for informal dispute resolution contained 

## ill Section XVI before proceedingto Fonnal Dispute Resolution. 

### In 

### any such proceeding in accordance with Formal Dispute Resolution Procedures, Essroc shall have the burden of


### 43demonstrating that the delay or anticipated delay has been orwill be caused by a Force Majeure**event~** that the duration ofthe delay orthe extension sought was orwill be warranted under the circumstances, that best efforts were exercised to avoid and mitigate the effects ofthe delay, and that Essroc complied withthe requirements ofParagraphs 66-67, above. IfEssroc carries this burden, the delay at issue shall be deemed not to be a violation by Essroc ofthe affected obligation ofthis Consent Decree identified to U.S. EPA and the Court. 72. This Court shall not draw any inferences nor establish any presumptions adverse to any Party as a result ofEssroc delivering a notice ofForce Majeure orthe Parties' inability to reach agreement. 

### XV. DISPUTE 

### RESOLUTION 73. Unless otherwise expresslyprovided for inthis Consent Decree, the dispute resolution procedures ofthis Section shall be the exclusive mechanism to resolve disputes arising under or

### with respect to this Consent Decree, including, but not limited to, SectionXIII (Stipulated Penalties) and Section XIV (Force Majeure). Essroc's failure to seek resolution ofa dispute underthis Section shall preclude Essroc from raising any such issue as a defense to an action by the United States orthe Affected State(s) to enforce any obligation ofEssroc arising underthis Decree. 74. Infonnal Dispute Resolutionfor Emission Limit SettingProcess. IfEssroc invokes Dispute Resolution regarding a U.S. EPA established final alternative 30-DayRolling Average Emission Limi4 Essroc shall simultaneously initiate the process set forth in this Paragraph to identify and propose to U.S. EPA, pursuant to subparagraph (a) below, an independent contractor who "vill be tasked to analyze the Emission Limits established by U.S. EPAand proposed by Essroc and to provide, for the benefit ofboth U.S. EPA and Essroc, the


### 44reports, analysis, and services identifiedinthis Paragraph, below, by the specified deadlines. If US. EPA approves the independent contractor, Essroc shall hire and bear all costs associated with the contractor's work up to $150,000, and shall provide the contractor access to all records, employees, contracts, and facilities which are reasonably necessary to completethe report required by this Paragraph. Ifcosts to perform the work set forth in the Statement ofWork (SOW) requirements described in Paragraph 74(b) are expected to be higher than $150,000, Essroc and U.S. EPA will, confer on ways to limit or modify the nature and/or scope ofthe work and to provide a useful report without exceeding the expenditure limitation. Essroc shall have no obligation to exceed the expenditure limitation inthis Paragraph, butmay agree to do so in an individual instance. Forpurposes oftrus Paragraph, "independent" shall mean a qualified professional with at least 5 years ofexperience relating to the operations ofandlor emissions from cement kilns or similar sources and who has notpreviously been employed orretained by Essroc in any capacity. To implementthe requirements ofthis Paragraph 74, Essroc shall:
a. Submit to U.S. EPA for approval, the name and qualifications ofa proposed contractor for this engagement at the time it submits 

### its Written Notice ofDispute in accordance with SectionXIX (Notice). IfU.S. EPA disapproves ofthe contractor, Essroc is required to propose to 

## u.s. EPA within 15 days ofthe disapproval a different contractor, also subject to U.S. EPA's approval. IfU.S. EPA disapproves the third contractor, U.S. EPA may choose and identify to Essroc the Contractorto be employed. Essroc shall enter into a contract with the Contractor, containingthe Statement ofWork requirements in Paragraph 74(b), belowwithin 7 days ofU.S. EPA's approval or final identification ofthe Contractor.

45b. Provide, aspart ofthe contract, to the Contractor, a Statement ofWork (SOW) which will include a requirement or direction to:



### .i. Analyze the baseline data, ifavailable, as well as the Demonstration Report, proposed Emission Limits, data collected during the demonstration phase and any otherrelevant data from the Facility;
11. Submit to U.S. EPA and Essroc, with a copy to the Affected State, a report
on the appropriate 30-day Rolling Average Emission Limit, consistent with the methodology set forth in and information collected through Appendix A ("contractor report"), based upon the injection rates and the operational parameters approved as part ofthe Optimization Report required by Paragraph 12 ofAppendix A. The conclusions ofthis report shall be based on aU ofthe information anddata collected during the baseline, Optimization and Demonstration Periods, as well as any additional site-specific infonnation available to the contractor. The report will include a section on whetherthe datacollected during the Demonstration Period is representative ofnormal operations ofthe unit, as well as a recommended fmal Emission Limit using the protocol and procedures inAppendix A; 

### iii. Make available to U.S. EPA and any Affected State any and all data evaluated, and reveal ail communications with Essroc 

### in the course of work pursuantto the SOW. The contractor shall also be tasked in the SOWto attend up to 40 hours ofmeetings specifically requestedby U.S. EPA, to answer questions concerning any analysis orwork undertaken


### 46pursuant to the SOW. The SOW shall make clearthatthe contractor may discuss their analysis, findings and the content oftheirreport with U.S. EPA and the Affected Statepriorto the completion ofthe report; and iv. Complete the contractorreport within 45 days from the time ofthe effective date ofthe contract;
c. The results ofthe contractorreport will infonn the parties in the process of engaging in informal dispute resolution on the proposed and final pennit 

### limit d. Ifthe parties are unable to reach agreement on a final 30-Day Rolling Average Emission Limit within 20 days after receipt ofthe contractor report by U.S. EPA. Essroc mayrequest formal dispute resolution under Paragraph 76 ofthis Consent Decree. The contractor report shall bepart ofthe Dispute Resolution record in any fonnal dispute proceedings under this Consent Decree. 75. Informal Dispute Resolution with RespectjctOther Disputes. Any dispute subject to Dispute Resolution under this Consent Decree shall first be the subject ofinformal negotiations. The dispute shaH be considered to have arisen when Essroc sends the United States and the Affected State(s) a written Notice ofDispute in accordance with SectionXIX (Notice). SuchNotice ofDispute shall state clearly the matter in dispute. The period ofinformal negotiations shall not exceed 20 Days from the date the dispute arises, unless that period is modified by written agreement. Ifthe Parties cannotresolve a dispute byinformal negotiations, then the position advanced by the United States and the Affected State(s) shall be considered binding unless, within 20 Days afterthe conclusion ofthe informal negotiation period, Essroc invokes fonnal dispute resolution procedures as set forth below.



### 4776. Formal Dispute Resolution. Essroc shall invoke formal dispute resolution procedures, within the time period provided inthe preceding Paragraph, by serving onthe United States and Affected State(s)in accordance with SectionXIX (Notice), a VvTitten Statement of Positionregarding the matter in dispute. The Statement ofPosition shall include, but may not necessarily be limitedto, any factual data; analysis, oropinion supporting Essroc's position and any supporting documentation relied upon by Essroc. 77. The United States and the Affected State(s) shall serve their Statement ofPosition within 45 Days ofreceipt ofEssroc's Statement ofPosition. The United States' and the Affected State(s)' Statement ofPosition shall include, but may not necessarily be limited to, any factual data, analysis, or opinion supporting thatposition and any supporting documentation relied upon by the United States and the Affected State(s). The Statement ofPosition ofthe United States and Affected State(s) shall be binding onEssroc, unless Essroc files a motion forjudicial review ofthe dispute in accordance with the following Paragraph. 78. Essroc may seekjudicial review ofthe dispute by filing with the Court, and serving on the United States and the Affected State(s), in accordance with Section XIX ofthis Consent Decree (Notices), a motion requestingjudicialresolution ofthe dispute. The motion shall contain a wrjtten statement ofEssroc's position onthe matter in dispute, including any supporting factual data, analysis, opinion, or documentation, and shall set forth the relief requested and any schedule within which the dispute must be resolved for orderly implementation ofthe Consent Decree. 79. The United States and the Affected State(s) shall respond to Essroc's motion within the time period allowed bythe Local Rules ofthis Court. Essroc may file a reply memorandum, to the extent permitted by the Local Rules.

4880. Standard ofReview. Except as otherwise provided inthis Consent Decree. the Court shall decide all disputes pursuant to applicable principles oflaw. The disputing parties shall state their respective positions as to the applicable standard oflaw for resolving the particular dispute in the Parties' initial filings with the Court underParagraphs 77 and 78 ofthis Consent Decree. Except as otherwise provided in this Consent Decree, in any dispute brought under this SectionXV (Dispute Resolution), Essroc shall bearthe burden ofdemonstrating that its position complies with this Consent Decree, 81. The invocation ofdispute resolution procedures under this Section shall not, by itself, extend, postpone, or affect in any way any obligation ofEssroc under this Consent Decree, unless and until [mal resolution ofthe dispute so provides, Stipulated penalties with respect to the disputed matter shall continue to accrue from the first Day ofnoncompliance, but payment shall be stayed pending resolution ofthe dispute and in accordance with any extension or modification ofthe schedule for completion ofwork as provided inParagraph 69. IfEssroc does not prevail on the disputed issue, stipulated penalties shall be assessed and paid as provided in SectionXIII (Stipulated Penalties). 82. This Court shall not draw any inferences norestablish any presumptions adverse to any disputing Party as a result ofinvocation ofthis Section or the disputing Parties; inability to reach agreement. S3. As part ofthe resolution ofany dispute tmder this Section, in appropriate circumstances the disputing Parties may agree, in writing, orthis Court may order, an extension
or modification ofthe schedule for the completion ofthe work required under this Consent 

### Decree.

4984. Issuance, renewal, modification, denial or revocation ofa permit and issuance of orders or other actions by State agencies are not subjectto dispute resolution under this Consent Decree, but shall be subject to challenge under applicable State law. 

### XVI. INFORMATION COLLECTIONAND RETENTION 85. The United States, the Affected States and theirrepresentatives, including attorneys, Contractors, and consultants, shall have the right ofentry into any Facility covered by this Consent Decree, at aU reasonable times, upon presentation ofcredentials, to:
a. monitor the progress ofactivities required underthis Consent Decree; b. verify any data orinformation submitted to the United States or the Affected State(s) in accordance withthe terms ofthis Consent Decree;
c. obtain samples and, upon request, splits ofany samples taken by Essroc or its representatives, Contractors, orconsultants; d. obtain copies ofany documents, including photographs and similar data, relating to activities required under this ConsentDecree; and
e. assess Essroc's compliance with this Consent Decree. 86. Until five years after the termination ofthis Consent Decree, Essroc shall retain in electronic fonn, and shall instruct its Contractors and agents to preserve in electronic fonn, all non-identical copies ofall documents and records in their or their Contractors' oragents' possession orcontrol, orthat come into their ortheir Contractors' or a.gents' possession or control, and thatrelate in any mannerto Essroc's performance ofits obligations under this Consent Decree. This information-retention requirement shall apply regardless ofany contrary corporate or institutional policies or procedures. At any time during this information-retention

50period, upon request by the United States orthe Affected State(s), Essroc shall provide copies of anydocuments, records, orother informationrequired to be maintained under this Paragraph. 87. At the conclusion ofthe information-retention pedodprovided in Paragraph 86 above, Essroc shall notifY the United States and the Affected States at least 90 Days priorto the destruction ofany docmnents, records} or other information subject to the requirements of Paragraph 86 and, upon request by the United States orthe Affected States, Essroc shall deliver any such documents, records, or other information to U.S. EPA or the Affected States. Essroc may assert that certain documents, records, or other information are privileged under the attorney-cHent privilege or any otherprivilege recognized by federal law. IfEssroc asserts such
a privilege. it shall provide the following: (1) the title ofthe document, record, or information; (2) the date ofthe document, record, or information; (3) the name and title ofeach author ofthe document, record, orinformation; (4) the name and title ofeach addressee and recipient; (5) a description ofthe subject ofthe document, record, or information; and (6) the privilege asserted by Essroc. However; no documents; records, or other information created or generated pursuant to the requirements oftrus Consent Decree shall be withheld on grounds ofprivilege. 88. Essroc may assert that information required to be provided under this Section is protected as Confidential Business Information ("CBI") under 40 C.F.R. Part 2 and any applicable states laws. As to any information that Essroc seeks to protect as CBI, Essroc shall follow the procedures set forth in40 C.F.R. Part 2 and any applicable State laws. 89. This Consent Decree in no way limits or affects any right ofentry and inspection,
or any right to obtain information; held by the United States or the Affected State(s) pursuant to applicable federal or State laws, regulations; or pennits, nor does it limit or affect 

### any duty or

51obligation ofEssroc to maintain documents, records, orother information imposed by applicable federal or State laws, regulations, orpermits. 

### XVII. EFFECTOF SETTLEMENTIRESERVATION OF RIGHTS 90. Liability Resolution. With respect to the emissions ofNOx and S02 from the Kilns identified in Paragraph 7(v) entry ofthisConsent Decree shall resolve all civi11iability of Essroc to the United States and the Affected States for violations ofthe following requirements resulting from or ariSing out ofa construction or modification that commenced prior to the Date ofLodging ofthe Consent Decree:
a. The PSD requirements at Part C ofSubchapter I ofthe Act, 42 U.S.C. 

### § 7475, and the regulations promulgatedthereunder at 40 C.F.R. §

### § 52.21 and 51.166; "Plan Requirements for Nonattainment Areas" at Part D ofSubchapter I ofthe Act, 42 U.S.C. §7503 and the regulations promulgatedthereunder at40 C.F.R. §§ 51.165(a) and (b), 40 C.F.R. Part 51 (Appendix S), and 40 C.F.R. § 52.24; any applicable federally-enforceable State, regional, orlocal regulations that implement, adopt, orincorporate the specific federal regulatory requirements identified above; and, any applicable State, regional, orlocal regulations that implement, adopt, or incorporate the specific federal regulatory requirements identified above. b. Title V ofthe Clean Air Act1 42 U.S.C. 

### §§ 7661-7661f; any applicable federallyenforceable State, regional, or local regulations that implement, adopt, or incorporate the specific federal regulatory requirements ofTitle V; and, any applicable State, regional, orlocal regulations that implement, adopt, or incorporate the specific federal regulatory reqUirements ofTitle V, but only to the

52extentthat such claims are based on Essroc's failure to obtain an operating pennit that reflectsapplicable requirements imposedunder Parts C or D ofSubchapter I ofthe Clean Air Act as a result ofconstruction or modification ofthe Kilns identified in Paragraph 7(v) that commencedprior to the Date ofLodging. 91. Notwithstanding the resolution ofliability in Paragraph 90 nothing inthis Consent Decree precludes the United States and/or the Affected States from seeking from Essroc injunctive relief, penalties, or other appropriate relieffor violations by Essroc ofthe regulatory requirements identified in Paragraph 90 resulting from (1) construction or modification that commenced prior to the Date ofLodging ofthe Consent Decree, ifthe resulting violations do not relate to the Kilns or do not relate to NOx or S02 or (2) any construction ormodification that
commences after the Date ofLodging ofthe Consent Decree. 92. The United States and the Affected States reserve all legal and equitable remedies available to enforce the provisions ofthis Consent Decree. This Consent Decree shall not be construed to limit the rights ofthe United States orthe Affected States to obtain penalties or injunctive reliefunder the Act orimplementingregulations, orunder other federal or State laws, regulations, orpenni! conditions, except as expressly specified inParagraph 90. The United States and the Affected States further reserve all legal and equitable remedies to address any imminent and substantial endangennent to the public health orwelfare orthe environment arising at, orposed by, one or more ofEssroc's Facilities, whetherrelated to the violations addressed inthis Consent Decree or otherwise. 93. In any subsequent administrative orjudicial proceeding initiated by the United States orthe Affected States for injunctive relief, civil penalties, other appropriate reliefrelating tothe Facilities orEssroc's violations, Essroc shall not assert, and may not maintain; any defense


### 53orclaim based upon the principles ofwaiver, 

### resjudicata, collateral estoppel, issue preclusion, claim preclusion, claim-splitting, or other defenses based upon any contention that the claims raised by the United States or an Affected State 

### inthe subsequent proceeding were or should have been brought in the instant case, except with respect to claims that have been specifically resolved pursuant to Paragraph 90 ofthis Section. 94. This Consent Decree is not a permit, or a modification ofany permit, under any federal, State, orlocal laws orregulations. Essroc is responsible for achieving and maintaining complete compliance with all applicable federal, State, and local laws, regulations, and permits; and Essroc's compliance with this Consent Decree shall be no defense to any action commenced pursuant to any such laws, regulations, or permits, except as set forth herein. The United States and the Affected States do not, by their consent to the entry ofthis Consent Decree, warrant or
aver in any manner that Essroc's compliance with any aspect ofthis Consent Decree will result in compliance with provisions ofthe Act, 42 U.S.C. 

### § 7401 

### et seq., or with any otherprovisions offederal, State, or local laws, regulations, orpermits. 95. This Consent Decree does not limit or affect the rights ofEssroc or ofthe United States or the Affected States against any third parties; not party to this Consent Decree, nor does it limit the rights ofthird parties, not party to this Consent Decree, against Essroc, except as otherwise provided by law. 96. This Consent Decree shall not be construed to create rights in, or grant any cause ofaction to, any third partynot party to this Consent Decree. 

### XVIII. COSTS 97. The Parties shall beartheir own costs ofthis action, including attorneys' fees, except thatthe United States and any Affected State shall be entitled to collect the costs

54(including attorneys' fees) incurred in any action necessaryto collect any portion ofthe civil penaJty orany stipulated penalties due but notpaid by Essroc. 

### XIX. NOTICES 98. Unless otherwise specifiedherein, whenever notifications, submissions, or communications arerequired by

### this Consent Decree, they shall be made in writing and addressed as follows: To U.S. EPA: Director, Air Enforcement Division U.S. Environmental Protection Agency MC2242A 1200 Pennsylvania Ave. NW Washington, D.C. 20460 And Forall submissions referring to the SanJuan Facility: Chief, Air Compliance Branch USEPA Region 2 290 Broadway- 21 sl Floor New York, NY 10007-1866 For all submissions referring to the Bessemer, Nazareth, and Martinsburg Facilities: Chief, AirEnforcement Branch U.S. EPARegion III 1650 Arch Street (3PM52) Philadelphia, PA 19103-2029 Forall submissions referring to the Speed and Logansport Facilities: George Czerniak U.S. EPA Region 

### V 77 W. Jackson Blvd. (AE-17J) Chicago, IL 60604



### 55To the United States (in addition to the U.S. EPA addresses above): Chief, Environmental Enforcement Section Environment and Natural Resources Division U.s. Department ofJustice Box7611 BenFranklin Station Washington, D.C. 20044-7611 Re: DOJ No. 90-5-2-1-09608
Forall submissions referring to the Bessemer orNazareth Facilities, to the Commonwealth of Pennsylvania: Mark Wejkszner Air Quality Program Manager PA Department ofEnvironmental Protection, 2 Public Square Wilkes-Barre, PA 18711 For 

### all submissions referring to the Martinsburg Facility, to the State ofWest Virginia: Jesse Adkins, AssistantDirector, Compliance & Enforcement Section West Virginia Division ofAir Quality 601 57th St. SE Charleston, WV 25304 For all submissionsreferring to the Speed and Logansport Facilities, to the State ofIndiana: Indiana Department ofEnvironmental Management Office ofAir Quality Chief, AirCompliance and Enforcement Branch 100

### N. Senate Ave. Mail Code 61-53 IOCN 1003 Indianapolis, 

### IN46204-2251 Forall submissions referring to the San Juan Facility, to the Commonwealth ofPuerto Rico: Puerto Rico Environmental Quality Board PedroNieves Miranda, Chairman Attn: Luis R Sierra Torres,ManagerAir Quality Area POBox 11488 San Juan, PR 00910
. To Essroc: Silvio Panseri (or successor) 56President and ChiefOperating Officer Essroc Cement Corp. 3251 Bath Pike Nazareth, P

### AJ8064 GordonC. Andrews Esq. (or successor) General Counsel Essroc Cement Corp. 

### 3251 BathPike Nazareth, PA.18064 Gary A. Molchan (or successor) Vice President Environmental Affairs Essroc Cement Corp. 3251 Bath Pike Nazareth, PA18064 PhilipJ. Schworer, Esq. Outside Counsel to Essroc Cement Corp. Frost Brown Todd LLC 

### 73I0 Turfway 

### Rd. Florence, KY 41042 

### 99. Any Party may, bywritten notice to the other Parties, change its designated notice recipient ornotice address ormeans oftransmittal provided above. 100. Notices submitted pursuantto this Section shaH be deemed submitted upon mailing, unless otherwise provided in this Consent Decree orby mutual agreement ofthe Parties inwriting. 

# xx. EFFECTIVE DATE 101. The Effective Date ofthis Consent Decree shall bethe date upon which this ConsentDecree is entered bythe Court or a motion to enter the Consent Decree is granted, whichever occurs fIrst. 

### XXI. RETENTION OF JURISDICTION 102. The Court shall retainjurisdiction overthis case until termination ofthis Consent Decree, for the purpose ofresolving disputes arising under this Decree orentering orders 57modifying this Decree, pursuant to SectionsXV (Dispute Resolution) andXXII (Modification),
or effectuating or enforcing compliance with the terms ofthis Decree. 

### XXII. MODIFICATION 103. The tenns ofthis Consent Decree, including the Appendix, maybe modified only by a subsequent written agreement signed by any Affected State(s), the United States, and Essroc, except as provided in Paragraph 104. Where the modification constitutes a material changeto this Decree, it shall be effective only upon approval by the Court Ifthe Effective Date ofthis Consent Decree is afterJanuary 30, 2012, the Parties will negotiate in good faith an extension of up to oneyear for any Dates ofCommencement ofContinuous Operation under Section VI (NOx Control Technology, Emission Limits, and Monitoring Requirements) orVII (S02Control Technology. Emission Limits, and Monitoring Requirements). Such agreement, ifreached by the Parties, shall be 

### inwriting and shall be submitted by the Parties onjointmotion to the Court
as a modification ofthis Consent Decree. 104. Any disputes concerning modification ofthis Decree shall be resolved pursuant to Section XV ofthis Decree (Dispute Resolution), provided, however, that, instead ofthe burden ofproofprovided by Paragraph 80, the Party seekingthe modification bears the burden of demonstratingthat it is entitledto the requested modification in accordance with Federal Rule of Civil Procedure 60(b). 

### XXIII. TERMINATION 105. Termination as to an Individual Facility. After Essroc has paid the civil penalties and any stipulated penalties due underthis Consent Decree, and satisfied the requirements of Sections VI (NOx Control Technology,**Emi~sion** Limits, and Monitoring Requirements), VII (S02Control Technology, Emission Limits, and Monitoring Requirements), IX (Prohibition on

58Netting Credits or Offsets from Required Controls) andX (Permits) ofthis Decree and has maintained operation ofany Control Technology as required by this Consent Decree for a period ofthirty-six consecutive months at an individual Facility, Essroc may serve upon the United States and the Affected State a Request for Termination, stating that Essroc has satisfied those requirements, together with all necessary supporting documentation. Ifthe United States and the Affected State agree that the Decree as itrelates to anindividual Facility may be terminated, the Parties shall submit, for the Court's approval, ajoint stipulation terminating those provisions of the Decree. 106. Complete Termination. AfterEssroc has satisfied the requirements ofSections VI (NOx Control Technology, Emission Limits, and Monitoring Requirements), VII (S02 Control Technology, Emission Limits, and Monitoring Requirements), IX (Prohibition on Netting Credits or Offsets from Required Controls) and X (Permits) ofthis Decree and has maintained operation ofall Control Technology as required bythis Consent Decree for a period ofthirty-six consecutive months at all Facilities, has complied with all otherrequirements ofthis Consent Decree, and has paid the civil penalty and any accrued stipulated penalties as required by this Consent Decree, Essroc may serve upon theUnited States and the Affected States a Request for Termination, stating that Essroc has satisfied those requirements, together with all necessary supporting documentation. Ifthe United States and the Affected State(s) agree that the Decree may be terminated, the Parties shall submit, for the Court's approval, ajoint stipulation terminating the Decree. 107. Ifthe United States and the Affected State(s) do not agree that the Decree as a whole or as it relates to an individual Facility may be terminated, Essroc may invoke Dispute Resolution under SectionXV ofthis Decree. However, Essroc shall not seek Dispute Resolution
59ofany dispute regarding tennination under Section XXIII ofthis Consent Decree until sixty (60) Days after service ofits Request for Termination. 

### XXIV. PUBLIC PARTICIPATION 108. This Consent Decree shall be lodged with the Court for a period ofnotless than 30 Days for public notice and commentin accordance with 28 C.F.R. 

### § 50.7. The United States
reserves the right to withdraw orwithhold its consent ifthe comments regarding the Consent Decree disclose facts or considerations indicating that the Consent Decree is inappropriate, improper, or inadequate. Essroc consents to entry ofthis Consent Decree without further notice and agrees not to withdraw from or oppose entry ofthis Consent Decree by the Court or to challenge anyprovision ofthe Decree, unless the United States has notified Essroc in writing that it no longer supports entry ofthe Decree. 

### XXV. SIGNATORIES/SERVICE 109. The Assistant Attorney General orActing Assistant Attorney General for the Environment and Natural Resources Division ofthe Department ofJustice and each undersigned representative ofEssroc and the State Plaintiffs certifies that he or she is fully authorized to enter into the tenns and conditions ofthis Consent Decree and to execute and legally bind the Party he
or she represents to this document. 110. TIns Consent Decree maybe signed in counterparts, and its validity shall not be challenged onthat basis. Essroc agrees to accept service ofprocess by mail with respect to all matters arising under orrelating to this Consent Decree and to waive the fonnal serviCe requirements set forth inRules 4 and 5 ofthe Federal Rules ofCiviI Procedure and any applicable Local Rules ofthis Court including, but not limited to, service ofa summons. Essroc shall identifY; onthe attached signature page, the name, address and telephone number ofan
60agent who is authorizedto accept service ofprocess by mail on behalfofEssroc with respect to all matters arising under orrelating to this Consent Decree. All Parties agree that Essroc need not file an answer orotherwiserespond to the Complaint and Complaint in Intervention inthis action unless oruntil the Court expressly declines to enter this Consent Decree. 

### XXVI. INTEGRATION 111. This Consent Decree constitutes the final, complete, and exclusive agreement and understanding among the Parties with respect to the settlement embodied in the Decree and supersedes all prior agreements and understandings, whether oral orwritten, concerning the settlement embodied herein. No other document, nor any representation, inducement, agreement, understanding orpromise constitutes anypart ofthis Decree or the settlement it represents, nor shan itbe used in construing the terms ofthis Decree. 

### XXVII. FINAL JUDGMENT 112. Upon approval and entry ofthis Consent Decree by the Court, this Consent Decree shaH constitute a fmaljudgment ofthe Court as to the United States, the Commonwealth ofPennsylvania, the State ofIndiana, the State ofWest Virginia, the Commonwealth ofPuerto Rico, and Essroc. The Court finds that there is nojustreason for delay and therefore enters this judgment as a finaljudgmentunderFed. R. Civ. P. 54 and 58. 

### XXVIII. APPENDIX 113. The following Appendix are attached to and incorporated aspart ofthis Consent Decree:"Appendix A" contains the Control Technology Demonstration Requirements that apply to each Kiln under this Decree subject to those requirements.

61"Appendix Bit contains the requirements to be included in the SCR Pilot Study and Full Scale Demonstration. "Appendix Cit contains the requirements ofthe Environmental Mitigation Projects. All terms in the Appendix shall be construed in a mannerconsistent with this Decree.

Dated and entered this
__ Day of
_____**~~**__

UNITED STATES DISTRICT COURTJUDGE Western District ofPennsylvania



### 62Signature Page for UnitedStates of America et al v. Essroc Cement Corp adv., Consent Decree
FORPLAINTIFF UNITED STATES OF AMERICA:

IGNACIA S. MORENO Assistant Attorney General Environment and Natural Resources

Division United States Department ofJustice

ELLIOT ROCKLER Trial Attorney Environmental Enforcement Section Environment and Natural Resources Division United States Department ofJustice P.O. Box 7611 Washington, D.C. 20044-7611

DAVID 

### J. HICKTON United States Attorney United States Attorneys' Office U.S. Post Office and Court House 700 Grant Street, Suite 4000 Pittsburgh, P A 15219

PAUL E. SKIRTICH Assistant United States Attorney United States Attorneys' Office U.S. Post Office and Court House 700 Grant Street Pittsburgh, P A 15219

63 Date:

Date:



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Date:



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Date:



# ------------------Signature Page for 

### UnitedStates of America etal v. 

### Essroc Cement Corp 

### aciv., Consent Decree
FORTHE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

CYNTHIA GILES AssistantAdministrator Office ofEnforcement and Compliance Assurance United States Environmental Protection Agency

PHILLIP A. BROOKS Director, Air Enforcement Division Office ofEnforcement and Compliance Assurance United States Environmental Protection Agency

SEEMA KAKADE Attorney-Advisor, Air Enforcement Division Office ofEnforcement and Compliance Assurance United States Environmental Protection Agency



### 64 Date:

Date:

Date:Signature Page for 

### UnitedStates of America etal. v. 

### Essroc Cement Corp aciv., Consent Decree FOR THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

JUDITHENCK Acting Regional Administrator United States Environmental Protection Agency Region 

### 2

JOSEPH SIEGEL Attorney-Adviser United States Environmental Protection Agency Region 2

65 Date:



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## ------Signature Pagefor UnitedStates of America et at. v. Essroc Cement Corp adv., Consent Decree FOR THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

SHAWN M. GARVIN Regional Administrator United States Environmental Protection Agency Region 

### 3



### J. ROBERT STOLTZFUS Attorney-Advisor United States Environmental Protection Agency Region 3



### 66 Date:



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## ------Signature Page for UnitedStates 

## 0/ America et aL v. Essroc Cement Corp adv., Consent Decree FORTHE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY:

SUSAN HEDMAN Regional Administrator United States Environmental Protection Agency Region 5

SUSAN PERDOMO Regional Counsel United States Environmental Protection Agency Region 5

67 Date:



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## ------Signature Page for UnitedStates of America et 

### al v. Essroc Cement Corp adv., ConsentDecree
FORTHE COMMONWEALTH OFPENNSYLVANIA:

Michael Bedrin, Regional Director Commonwealth ofPennsylvania Department ofEnvironmental Protection Northeast Regional Office

Sean Robbins, Assistant Counsel Commonwealth ofPennsylvania Department ofEnvironmental Protection Northeast'Regional Office

68 Date:

Date:Signature Page for UnitedStates of America et al v.. Essroc Cement Corp adv., Consent Decree
FOR THE STATE OF INDIANA:

Thomas W. Easterly Commissioner Indiana Department ofEnvironmental Management

As to form and legality: Gregory F. Zoeller Indiana Attorney General

Patricia OrloffErdmann ChiefCounsel for Litigation Office ofthe Attorney General Indiana Government Center South Indianapolis, Indiana

69 Date:

Date:Signature Page for UnitedStates of America et al v. Essroc Cement Corp adv., Consent Decree
FORTHE STATE OF WEST VIRGINIA:

John 

### A. Benedict, Director Division ofAir Quality WestVirginia Department ofEnvironmental Protection

Sarah 

### J. Surber Associate Counsel Office ofLegal Services West Virginia Department ofEnvironrnental Protection



### 70 Date:

Date:SignaturePage for UnitedStates of America et al v. Essroc Cement Corp adv., Consent Decree
FORTHE COMMONWEALTH OF PUERTO RICO

Pedro Nieves Miranda, Chainnan Puerto Rico Environmental Quality Board San Juan, Puerto Rico

71 Date:Signature Page for UnitedStates of America et al v. Essroc Cement Corp adv., Consent Decree
FORDEFENDANT ESSROC CEMENT CORP:

Silvio Panseri President and ChiefOperating Officer Essroc Cement Corp. 3251 Bath Pike Nazareth, PA.18064

Gordon C. Andrews Esq. General Counsel Essroc Cement Corp. 3251 Bath Pike Nazareth, PA. 18064 Date:

Date:

ThefoHowing is the name and address ofDefendant Essroc Cement Corp's agent for service pursuant to Paragraph 110. Philip 

### J. Schworer, Esq. Outside Counsel to Essroc Cement Corp. Frost Brown Todd LLC 7310 Turfway Rd. Florence, KY 41042

72

### CONSENTDECREE APPENDIX UnitedStates 

### 0/ America et al v. Essroc Cement 

### Corp adv.CONSENTDECREE APPENDIX A UnitedStates of America et al v. Essroc Cement Corp adv. 

### Control Technology Demonstration Requirements I. Scope andApplicability 1. Essroc shall comply with the requirements contained in this Appendix A inproposing and establishing 30-Day Rolling Average Emission Limits for Nitrogen Oxide ("NOx") and Sulfur Dioxide ("S02") for Martinsburg (for S02), San Juan (forNOx), and at Logansport Kiln 1 and 2 (forNOx determined based on SNCR). The kilns SUbject to this Appendix shall be referred to individually as "Demonstration Kiln" or collectively as "Demonstration Kilns." Otherterms have the same meaning in this Appendix A as in the ConsentDecree unless otherwise identified. 2. The Demonstration Kilns include kilns ofvarying type,age, design and operating capacities. Rawmaterials employed in the Demonstration Kilns vary substantially. Fuels used in the Demonstration Kilns vary bylocation and may include fuel oil, natural gas, coal, petroleum coke, tire-derived fuel, hazardous waste derived fuel, used oils and other materials reused as fuel. Demonstration Kilns will be limited to those fuels and the amounts allowed bytheir various operatingpermits. 3. Supporting data required to be submitted under this protocol may contain information relative to operation ofany Demonstration Kiln and production data thatEssroc considers to be proprietary. In such a situation, Essroc may submitthe information to U.s. EPA undera claim ofconfidential business information (CBI) subject to the provisions of40 C.F.R. Part 2, and shall comply with all procedures and requirements of40 C.F.R. Part 2 in so doing. 4. Essroc shall take the following steps to establish 30-day Rolling Average Emission Limits for NOx and S02 at each Demonstration Kiln:
a. 

### Design Report: With the exception ofthe Martinsburg Kiln where the SOx Control Technology has already been installed duringthe course ofnegotiations ofthis Consent Decree, Essroc shall prepare and submit to U.S. EPA a Design Report for each required Control Technology for NOx and S02, based on similar NOx and S02 control technology installations and the control requirements ofthis Consent Decree. In accordance with Section II ofthis Appendix, ifEssroc chooses an alternate reagent for the existing Control Technology, it shaH first prepare and submit a Design Report; b. Baseline Data Collection: Priorto initiating operation ofany Control Technology, Essroc shall either: (i) collect new baseline emissions and operational data for a 180-dayperiod; or (ii) obtain U.S. EPA's approval ofbaseline emissions and operational data from a period priorto the date ofany baseline data collection period. Such baseline emissions and operational data shall be representative ofthe full range ofnonnal kiln operations, including regularoperating changes inrawmix chemistry due to different clinker manufacture and changes in production levels and shall comply with Section III ofthis Appendix.
c. 

### Startup and Optimization Period: Following completion ofinstallation ofeach Control Technology, Essroc shall undertake a startup and optimization program for each Control Technology in accordance with Section IV ofthis Appendix; d. Demonstration Program: Upon completion ofthe startup and optimization program specified above, Essroc shall operate each Control Technology (except for SNCR installed at Logansport which shall follow timelines established in Paragraph 19(c) ofthe Consent Decree) in an optimized manner for a period of 300 Operating Days for the purpose ofestablishing a 3D-Day Rolling Average EmissionLimit;
e. 

### Demonstration Report: Essroc shall prepare and submit to U.S. EPA for approval, a Final Report following completion ofthe Demonstration Program Period for each Control Technology used to establish 3D-Day Rolling Average Emission Limits. 

### II. Design 

### Report 5. Essroc shall submit to U.S. EPA for approval a Design Report for each Control Technology. The Design Report

## win form the basis for any pennit application which may be required under state orfederal law. U.S. EPA shall review and comment on the Design Report withln45 days ofreceipt. Essroc shall respond to any comments received within 30 days ofreceipt. The Design Reports shall comply V\rith the following minimum requirements and shall be subject to the review requirements ofSection XI (Review and Approval ofSubmittals) ofthe Consent Decree.
a. Selective**Non~Cata1ytic** Reduction ("SNCR"): Essroc shall design the SNCR system to deliver the proposed reagent to the exhaust gases at the rate ofat least 1.2 mols ofreagent to 1.0 mols ofNO x (1.2:1 molarratio). The system shall be designed to inject Ammoniainto the kiln exhaust gas stream. Essroc shall specify in the DesignReport the reagent(s) selected, the locations selected for reagent injection, and otherdesignparameters based on maximum emissionreduction effectiveness, good engineeringjudgment, vendor standards, available data, kiln operability, and regulatory restrictions onreagent storage and use. b. Dry Scrubber System ("Dry Scrubberlt): Essroc shall design the Dry Scrubberto deliver alkaline reagent to the exhaust gases at the rate ofat least 3.0 mols of reagent to 1.0 mols ofS02 (3: 1molar ratio). Essroc shall specify in the Design Report the reagent injection location, othermodifications and design parametersbased onmaximUIl1 emissionreduction effectiveness, good engineeringjudgment, vendor standards, available data, and kiln operability. 

### HI. Baseline Data Collection 6. Priorto commencement ofContinuous Operation ofthe required Control Technology, Essroc shall either: (a) collect newbaseline emissions and operational data for a ISO-day period; or (b) obtain

# u.s. EPAapproval pursuant to SectionXI (Review and Approval of Submittals) ofthe Consent Decree ofexisting baseline emissions and operational data collected from a period oftimepriorto the initiation ofa baseline collection period. Such baseline emissions and operational data shall include the data required by Paragraph 7 below for periods oftime representing the full range ofnonnal kiln operations including changes in raw mix chemistry due to differing clinker manufacture, changes in production levels. Essroc shall select the data collectionperiod to ensure the baseline data collection period 

### will be representative ofthe normal Kiln Operation. 7. Within 45 Days following the completion ofthe baseline data collection period, Essroc shall submitto U.S. EPA and the Affected State the baseline data collected during the baseline data collection period. The baseline data will include the following infonnation either derived from available direct monitoring or as estimated from monitored or measured data:
a. Kiln flue gas temperature atthe inletto the fabric filter orelectrostatic precipitator as applicable or at the Kiln stack (daily average); b. Kiln production rate 

### in tons ofclinker (daily total);
c. Raw material feed rate in tons (daily total); d. Type and percentage ofeach raw material used and the total feed rate (daily);
e. NOx, 802and CO concentrations (dry basis) and mass rates for each Kiln (daily average for concentrations and .daily totals for mass rates) as measured at the Kiln stack gas analyzer location; f. Flue gas volumetric flow rate (daily average in 

### dry acfm); g. Pyritic sulfur in feed (calculatedto a daily average percentage); h. Feed burnability (C38) (at least once daily); i. Temperatures near the burning zone; j. Kiln fuel feed rate and type offuel by weight ortotal heat input (daily average); k. Fuel distribution, iffuel is injected at more than one location, how much 1s injected at each location (daily average);l. 

### Primary (and secondary and tertiary, where available) airrate into the Kiln, preheater and/or precalciner (as applicable) orblower/fan settings;
m. Documentation ofany Startup, Shut Down, or Malfunction events; and
n. An

### explanation ofany gaps in the data or missing data. 8. Essroc shall submit the baseline data to U.S. EPA and the Affected State in an electronic format and shall explain the reasons for any data not collected for 

### each ofthe parameters listed in the previous paragraph ofthis Appendix A. Essroc shall submit all data in a format consistent with and able to be manipulated by Microsoft Excel. 

### IV. Startup and Optimization 

### Period 9. Essroc shall install and begin operating the Control Technologies according to the requirements ofSection VI and VII ofthe ConsentDecree. Essroc shall Commence Operation ofeach Control Technology in accordance with the final Design Report by adding reagent to the SNCR system andlor by combining reagent and kiln gases through the Dry Scrubber. 10. Following completion ofthe installation ofthe control technologies, Essroc shall commence continuous operation ofthe Control Technology after a shakedown period not to exceed 90 days, in accordance with the Optimization Protocol de$cribed in Paragraph 11 ofthis Appendix A. 

### Essroc will commence optimization ofeach Control Technology immediately upon completion ofthe shakedownperiod. The Optimization Period wil1 

### be conducted in accordance with the approved Optimization Protocol and shaH last no longerthan 150 operating days. 11. Not later than 90 Days prior to the commencement ofthe optimization ofthe Control Technology, Essroc will submit to U.S. EPA a protocol for optimizing each Control Technology ("Optimization Protocol") to minimize emissions ofNOx 

### and S02 to the greatest extent practicable. U.S.EPA shall review and comment on the Protocol within 45 days ofreceipt and Essroc will respond to any comments with 30 days oftheir receipt. The Optimization Protocol.shaH describe procedures that shall be used to evaluate the impact ofdifferent Control Technology operating parameters onthe rate ofemission reduction achieved by each applicable Control Technology and shaH contain:
a. The steps taken to commence Continuous Operation ofthe Control Technology; b. The initial reagent injection rate (as a molar ratio of the average pollutant concentration calculated during the baseline period) for each Control Technology;
c. A description of all sampling procedures that will be undertaken during the optimization ofeach Control Technology; d. Detailed description of the plan to increase the reagent injection rate for each Control Technology. At a minimum, Essroc shall test SNCR at three molar ratiosof0.75, 1.0, and 1.2, and shall test the Dry Scrubber at three molar ratios of 1.0, 2.0 and 3.0;
e. The factors that wiB determine the maximum reagent injection rates and pollutant emission rates for each Control Technology (including maintenance of Kiln productivity and product quality). One factor that shall determine the maximum reagent injection rate for the SNCR shall be to maintain ammonia slip to a level below 10 ppm; 

### f. Explanation of how any observed synergistic effects on Kiln emissions, Kiln Operation or product quality from Control Technologies for NOx• S02 will be evaluated; g. Evaluation ofthe cost effectiveness ofthe incremental addition ofreagent(s) and any incremental reduction in emissions ofan air contaminant; and h. A detailed protocol for evaluating SNCR operation and reagent injection rates with respect to alternate fuel scenarios for those Demonstration Kilns where alternate fuels are permitted 12. Within 30Days following the optimizationperiod for each Control Technology at each Demonstration Kiln Essroc shall provide to U.S. EPA an Optimization Report demonstrating conformance with the optimizationprotocol for the Control Technology and establishing the operatingparameters for the Control Technology determined under the Optimization ProtocoL Essroc shall include in the report a discussion ofany problems encountered with the operation ofthe Control Technology and the impact ofthe Optimization on emissions. U.S. EPA shall review and approve the Optimization Report including the optimized injectionrate for each Control Technology within 45 Days of receipt ofthe Optimization Report and Essroc shaH respond to U.S. EPA within 30 Days. 13. Except as otherwise provided in this Paragraph and in Paragraph 14, below, a Dry Scrubber or SCNRfor an Demonstration Kiln shall be deemed to be optimized ifthe Optimization Report demonstrates that the Dry Scrubber or SNCRduring periods of normal operation has achieved the percentage reduction consistent with its maximum design rate identified inthe DeSign Report approved pursuantto Section II ofthis Appendix A. 14. Notwithstanding the provisions ofParagraph 13 ofthis Appendix A, a Control Technology for a Demonstration Kiln shall be deemed to be optimized at a lower percentage reduction in the rate ofemissions than that identified in Paragraph 13 ifthe Optimization Report demonstrates that, during periods ofnonnal operation, a higherrate ofemission reduction or operation cannot be sustained without creating a meaningful risk ofimpairing product quality, impairing kiln system reliability or impairing compliance with then applicable emission requirements orifthe Control Technology cannot sustain operation at design values.15. During the OptimizationPeriod, Essroc, to the extentpracticable, shall operate the Control Technology in a manner consistent with good airpollution control practice for minimizing emissions. Essroc will adjust its optimization ofa Control Technology as maybe necessary to avoid, mitigate or abate an identifiable non-compliance with an emission limitation or standard for pollutants otherthanNO" or S02. In the event Essroc determines, prior to the expiration of 150 operating days, that its ability to optimize the Control Technology will be affected bypotential impairments to product quality, kiln system reliability or increased emissions ofotherpollutants, then Essroc shall promptly advise U.S. EPA ofthis determination, and include these considerations as part ofits recommendation in its OptimizationReport. In the eventthat Essroc determines, prior to the expiration of 150 operating days that the Control Teclmology has been optimized, Essroc shall promptly advise U.S. EPA ofthis determination. 

## v. Control Tecbnology Demonstration Period 16. The Demonstration Period shall commence within 7 days after Essroc's receipt ofthe final approval by U.S. EPA ofthe Optimization Report. During the Demonstration Period, Essroc shall operate each Control Technology for a period of300 Operating Days consistent with the operatingparameters determined during the Optimization Period for the Control Technology and identified in the approved Optimization Report. 17. Ifoperation ofan Demonstration Kiln is disrupted by excessive startups and shutdowns during the Demonstration Period, Essroc may request or U.S. EPAmay decide to extend the Demonstration Period. U.S. EPA shall grant or deny any request and shall state the amount the time that the Demonstration Period will be extended is subject to the Section XV (Dispute Resolution) provisions ofthis Consent Decree. Essroc may not suspend Demonstration Period data collection until and unless U.S. EPA has granted the request. 18. Ifevidence arises during the Demonstration Period that product quality, kiln system reliability, or compliance with an emission limitation or standard is impaired by reason of longer term operation ofa Control Technology in a manner consistent with the parameters identified in tbe Optimization Report, then Essroc may, upon notice to, and approval by, US. EPA, temporarily modify the manner ofoperation ofthe Facility process orthe Control Technology to mitigate the effects and requestthat U.S. EPA suspend or extend the DemonstrationPeriod for ftuiher technical evaluation ofthe effects ofa process optimization or Control Technology orpermanently modify the manner of operation ofthe Control Technology to mitigate the effects. U.S. EPA's decision in response to any such Essroc request is subject to the Section XV (Dispute Resolution) provisions ofthis Consent Decree. 19. Duringthe Demonstration Period, Essroc shall collect the same data as required in Paragraph 11 ofthis Appendix A. The Demonstration Report shall include the data collected as required in this Paragraph. 20. At least every 3 months during the Demonstration Period, Essroc shall submit a periodic report to U.S. EPA. Eachperiodic report shall include the data collected during the Demonstration Period to that point, and shall include all ofthe infomlation in paragraph

### 11 ofthis Exhibit. In addition, the periodic report shall include aU 30-dayrolling average emission rates calculated from the beginning ofthe Demonstration Period until the preparation ofthe periodic report. The report data shall be submitted electronically in an Excel spreadsheet or a format compatible and able to be manipulated by Excel. 21. Within 60 Days following completion ofthe DemonstrationPeriod for each Control Technology. Essroc shall submit a Demonstration Report to U.S. EPA, based upon and including all ofthe data collected during the Demonstration Period that identifies proposed 30-Day Rolling Average Emission Limits for the appropriate pollutant (NOx andlor S02). Each 30-Day RoIling Average Emission Limit for NOx and 802 shall be based upon an analysis ofCEMS data and clinkerproduction data collected during the Demonstration Period, while the process and Control Technology parameters were optimized in determining the proposed final Emission Limit(s) achievable for the Demonstration Kiln. Total pounds ofan affected pollutant emitted during an individual Operating Day will be calculated from collected CEMS data for that Day. Hours or Days when there isno Kiln Operation may be excluded from the analyses. However, Essroc shall provide an explanation in the Demonstration Report(s) for any data excluded from the analyses. In any event, Essroc shall include all data required to be collected during the Demonstration Period in the Final Demonstration Report(s). 22. Essroc shaH propose 30-Day Rolling Average Emission Limits for NOx and S02 applicable to each Kiln, in the,Demonstration Report(s) as provided in the preceding Paragraph and in accordance with the definition ofthat term inthe Consent Decree. The final 30-Day Rolling Average EmissionLimits shall be calculated in accordance with the following formula: X=!l

### + 1.65<1 where: X 

### =30-Day Rolling Average Emission Limit (lblTon ofclinker) J.l 

### = arithmetic mean ofall ofthe 30-Day rolling averages 0' = standard deviation ofall ofthe 30-Day rolling averages, as calculated in the following manner:

23. Notwithstanding Paragraphs 21 and 22 ofthis Appendix A, in no event shall the fmal Emission Limits proposed inthe Demonstration Report(s), be greater than as those limits specified in Paragraphs 18, 19, and 25 ofthe Consent Decree. 24. U.S. EPA shall either approve the proposed fina130-day Rolling Average Emission Limit or establish an alternative final 30-day Rolling Average Emission Limit. IfU.S. EPA establishes an alternative final 30-dayRollingAverage Emission Limit, Essroc will begin to meetthis final30-day Rolling Average Emission Limit within 30 days ofreceipt of

# u.s. EPA's notice unless it invokes the Section XV (Dispute Resolution) provisions of this Consent Decree ,vithin that time by sending a Written Notice ofDispute in accordance with SectionXIX (Notice). IfEssroc invokes Dispute Resolution, 

### it shall follow the procedures set forth in Paragraph 74 (InfolTI1al Dispute Resolution for Emission Limit Setting Process) to hire an independent contractorto review and make a non-bindingrecommendation regardingthe appropriate final Emission Limit. During any dispute resolution process, Essroc shall comply mththe proposedfinal 30-day Rolling Average Emission Limit as proposed by Essroc in Paragraph 22 ofthis Appendix.CONSENT DECREE APPENDIX B 

### UnitedStates of America et al 

### v. Essroc Cement Corp adv. SCRPilot Study and Full-Scale Demonstration


### I. Scope and 

### Applicability 1. Essroc shall comply with this Appendix B to prepare the SCRPilot Report and submit the Demonstration Report as required byParagraph 19 ofthe Consent Decree. 2. Informationrequired to be submitted under this Appendix B may include information that Essroc may considerto be proprietary. In such a situation, Essroc may submitthe information to U.S. EPA and the Affected State under a claim of "Confidential Business Information," subject to the provisions of40 C.F.R. Part 2, and shall comply with all with all procedures and requirements of40 C.F.R. Part 2 in so doing.
II. Pilot Study 3. Essroc shall design, orcontract with a Contractor to design a pilot-scale in situ Selective Catalytic Reduction (SCR) system in orderto evaluate the system performance at the Logansport cementkilns. The system shall be designed to provide Essroc with the information necessary to evaluate the SCRfor future use at the Logansport facility. The system will be designed to reduce NOx emissions as much as possible but at a minimum, the SCR will be designed to reduce NOx emissions by 80%. The system may also be designed to employ features shown to be successful in other industries, such as a sacrificial catalyst layer to address poisons, on-line sootblowing to address pluggage and deactivation, and temperature monitors, as well as other features deemed appropriate bythe system designer to ensure successful operation ofthe SCR. 4. Essroc shall route a slipstream ofoff gas from the Logansport Kiln 1to a pilot-scale SCR system. Essroc will operate this SCRfor a period ofat least 4 months ("the test period") and shall attemptto continuously reduce emissions ofNO x tothe greatest extent feasible while controlling ammonia slipto a level below 10 ppm. 5. Atthe conclusion ofthe testperiod, Essroc shall evaluate the system performance based onthe below criteria inthis Paragraph 5 ofthis Appendix 

### B. • Emission reductions ofNO x • Observed deactivation or poisoning ofcatalyst in the SCR • Ammoniausage • Adverse environmental consequences related to the use ofthe SCR • Anticipated and observed lifetime ofthe catalyst • Anticipated or observed space velocity ofthe system
III. Report6. By July 31, 2013. Essroc shall submit a report summarizing the results ofthe evaluation in which it shall determine whether application ofSCRwas successful based on the criteria listed in Paragraph 5 ofthis Appendix. ("Pilot Study report") The evaluationreport shall be subject to the review and approval by U.S. EPA 7. If, based on Essroc'sevaluationreport and U.S. EPA's concurrence, the parties determine that the system was successful, Essroc shall install and continuously operate full-scale SCR systems on both Logansport Kiln 1 and Logansport Kiln 2 subject to the requirements of Paragraph 19 ofthe Consent Decree. 8. If, based on Essroc's evaluation report and U.S. EPA's concurrence, the parties determine that the system was not successful. then Essroc will comply with Paragraph 19 ofthe Consent Decree and shall begin the process ofdesigning and installing SNCR systems on both Logansport Kilns 1 and 2. 

### IV. SCR Demonstration Period 9. The SCRDemonstration Period shall commence no later thanthe date specified in Paragraph 19 ofthe Consent Decree. During the SCR Demonstration Period. Essroc shall operate each SCR for a period ofat least 140 Operating Days consistent with the operating parameters determined during the Pilot Study. Essroc shall also operate the SCR to reduce emissions as much as practical without causing non-compliance with any other emission limit or impairment ofproduct quality. 10. Ifevidence arises during the SCRDemonstration Period thatproduct quality. kiln system reliability. or compliance with an emission limitation or standard is impaired by reason oflonger term operation ofthe SCR, then Essroc may, upon notice to, and approval by, U.S. EPA, temporarily modify the manner ofoperation ofthe Facility process orthe SCR to mitigate the effects. U.S. EPA's decision in response to any such Essroc request is subject tothe Dispute Resolution provisions ofthis Consent Decree. 11. During the SCRDemonstration Period. Essroc shall collect the same data as required in Paragraph 11 ofAppendix A. The SCR Demonstration Report shall include the data collected as required in Paragraph 12 ofthis Appendix B. 12. According to the requirements ofParagraph 19 ofthe Consent Decree, Essroc shall submit a Demonstration Report to U.S. EPA, based upon and including all ofthe datacollected during the SCR Demonstration Periodthat identifies proposed 3D-Day Rolling Average Emission Limit for NOx. Each 30-Day Rolling Average Emission Limit shall be based upon an analysis ofCEMS data and clinker production data collected during the SCR Demonstration Period. Essroc shall provide an explanation in the Demonstration Report(s) for any data excluded from the analyses. In any event, Essroc shall include all data required to be collected during the Demonstration Period in the Demonstration Report. 13. Essroc shall propose a 3D-Day Rolling Average Emission Limit for NOxin the Demonstration Report as provided in thepreceding Paragraph 12 ofthis Appendix B and inaccordance 

### with the definition ofthattenn inthe Consent Decree. The final**30~Day** Rolling Average Emission Limits shall becalculated in accordance with the following formula: X=**~t** 

### + 1.650' where: 

## x = 30-Day Rolling Average Emission Limit 

### (lb/Ton ofclinker) f..l = arithmetic mean ofall ofthe 30-Day rolling averages (j = standard deviationofall ofthe 30-Day rolling averages, as calculated in the foHowing manner:

14. U.S. EPA shall either approve the proposed final 30-day Rolling Average Emission Limit orestablish an alternative final30-day Rolling Average Emission Limit. 

### IfU.S. EPAestablishes an alternative Fina130-day Rolling Average Emission Limit, Essroc will beginto meet this final 30-day Rolling Average EmissionLimit within 30 days ofreceipt ofU.S.**EPA~s** notice unless it invokes the Section XV (Dispute Resolution) provisions ofthis Consent Decree within that time by sending a WrittenNotice ofDispute in accordance with SectionXIX (Notice). IfEssroc invokes Dispute Resolution, 

### it shaH follow the procedures set forth in Paragraph 74 (Informal Dispute Resolution for Emission Limit Setting Process) to hire an independent contractor to review and make a non":binding recommendation regarding the appropriate final Emission Limit. During any dispute resolution process, Essroc shall comply with the proposed final30-day Rolling AverageEmission Limit as proposed byEssroc inParagraph 13 ofthis Appendix.CONSENT DECREEAPPENDIX C 

### UnitedStates of America et al 

### v. Essroc Cement Corp adv. EnvironmentalMitigation Projects In compliance with and in addition to the requirements in Section V ofthis Consent Decree (Environmental Mitigation Projects), Essroc shall comply with the requirements ofthis Appendix to ensure that the benefits for the federally directed Environmental Mitigation Projects below are achieved. Clean Diesel Replacement Projects 1. Essroc shall spend $745,000 to implement the following scheduleto replace the identified in-service diesel engines with diesel engines that have emission control equipment further described in this Section A ofthis Appendix C, designed to reduce emissions of

### NOx, particulates andlor ozone precursors (the "Projects" or "Project"): a) ByDecember 31,2012, at the Speed plant, Essroc shall replace the currently unregulated Tier 0 engine in Quarry Truck, Model CAT 773 B #3, Serial Number 63W1386 with a newreplacement engine in accordance with Tier 1engine standards at 40 CFRPart 89, at a cost of$150,000; b) By December 31, 2012, at the Nazareth plant, Essroc shall replace the currently unregulated Tier 0 engine inLoader Model CAT 988F, Serial Number 2ZROlO15 with a new replacement engine in accordance 

### with Tier 2 engine standards at40 CFRPart 89, at a cost of $149,000; c) By December 31,2013, at Martinsburg, Essroc shall replace the currently unregulated Tier

# ° engine 

### in Quarry Truck, Model CAT 777 C, Serial Number 49XJ545 with a newreplacement engine 

### in accordance with Tier 2 engine standards at 40 CFR Part 89, at a cost of$270,000; d) ByDecember 31,2013, at Martinsburg, Essroc shall replace the current Tier 0 enginein Quarry Loader, Model CAT 992 D, Serial Number 7MJ00734 with a newreplacement engine in accordance with Tier 2 engine standards at 40 CFRPart 89, at a cost of$176,OOO. 2. Essroc shall provide a mechanism by which eachreplaced engine in Section A above is properly disposed of, which must include destruction ofthe engine block. 3. For any thirdparty with whom Essroc might contract to carry out any ofthe Projects, Essroc shall establish minimwn standards that include prior experience inperforming replacements/repowers. 4. Nothing inthis Consent Decree shall be interpreted to prohibitEssroc from completing any ofthe Projects ahead ofschedule.

### 5. In accordance with the requirements ofParagraph 15 ofthe Consent Decree, within 60 days following the completion ofeach Project, Essroc shall submitto U.S. EPA for approval a report that documents: a) The date the Project was completed; b) The results of implementation of the Project, including the estimated emission reductions or other environmental benefits achieved; and c) The Project Dollars incurred by Essroc in implementing the Project.