GE’s response to the EPA’s Special Notice Letter fails to comply on the following bases:

• Special Notice Letter contains 5 required elements. GE fails to satisfy the first requirement that its Good Faith Offer include “An unambiguous statement of [your] willingness to conduct or finance the Remedial Design/Remedial Action consistent with the ROD.”
   
  
• GE’s letter contains only commitment to conduct all aspects of remedial design phase. It fails to commit to the cleanup itself (remedial action). Instead, it leaves the cleanup and the majority of costs to future negotiation. This is not a good faith offer.
   
  
• GE does not agree to reimburse the $37 million for past costs it owes the EPA. Instead, it defers payment until the EPA agrees to its new and unusual terms. The EPA is strapped for cash, and coincidentally the $37 million would cover the costs of the design phase.
   
  
• Future negotiations are contingent on conditions set by GE. Usually, a good faith settlement leads to negotiation of a consent decree. Negotiations occur after the good faith offer is accepted by the Agency. In this case EPA needs to have further negotiations just to get to the offer, reversing the usual practice and making cooperation contingent on the Agency’s acceptance of GE’s terms. The GE proposal puts the company in the driver’s seat.
   
  
• GE’s terms have no place in a response to a Special Notice Letter. In fact, in order to delay the cleanup it rehashes old battles that the company has already lost as recently as last summer.
   
  
• GE’s terms include a phased cleanup that does not guarantee performance of the second phase (the vast majority of the cleanup) and inclusion of performance standards other than those found in the ROD.
   
  
• These departures from current practice expose GE’s continued failures to accept responsibility for the cleanup of the Hudson.