READY FOR REUSE DETERMINATION

FOR A PORTION OF THE

SHELL PROPERTY WITHIN THE OFFPOST OPERABLE UNIT

OF THE ROCKY MOUNTAIN ARSENAL

NATIONAL PRIORITIES LIST SITE

(SHELL RfR PROPERTY)

September 3, 2009

0 k

1L PROI

Prepared by the

U.S. Environmental Protection Agency, Region 8

0I0 I 1I75I7III 4-I3II I 11l

00048959 17574- 3
TABLE OF CONTENTS

I. E xecutive Sum m ary ............................................................................................................................... 1

II. RMA Site and Shell Property Location ............................................................................................ 3

III. S ite S um m ary ........................................................................................................................................ 3

IV. Basis for U.S. EPA's Ready for Reuse (RfR) Determination ........................................................... 5

IV . O ngoing L im itations .............................................................................................................................. 6

References

Figures

Figure 1: Site Location Map

Figure 2: Shell RfR Property

Exhibits

Exhibit 1: Legal Description of the Shell Property

Exhibit 2: Latitude/Longitude Coordinates for the Shell RfR Property

Exhibit 3: Acronyms

Exhibit 4: Declaration of Covenants

Exhibit 5: Revised License Agreement Between Shell and Army

SHELL RfR PROPERTY Page i
I. Executive Summary

This Ready for Reuse (RfR) Determination pertains to a portion (approximately 294 acres) of the Shell

Oil Company property (Shell RfR Property) that is within or adjacent to the Offpost Operable Unit (OU)

of the Rocky Mountain Arsenal National Priorities List Site (RMA/NPL) in Commerce City, Colorado

(Figure 1). The Shell Property consists of 349 acres (thirteen parcels) of contiguous land that is within or

adjacent to the Offpost OU.

The RMA/NPL Site was listed on the NPL under the Comprehensive Environmental Response,

Compensation, and Liability Act (CERCLA) in 1984. The RMA/NPL site comprises two OUs: Onpost

(OU3) and Offpost (OU4). Shell acquired the property north of the Onpost OU, referred to as the Shell

Property, in the late 1980s and early 1990s. This land was purchased by Shell during the CERCLA

remedial investigation (RI) of the RMA and before CERCLA cleanup decisions had been made. The

Onpost OU is the primary source of contamination at the Offpost OU, which is primarily attributed to

groundwater that flows below the Shell Property toward the South Platte River.

This RfR Determination provides that EPA has made a technical determination that the surface of the

Shell RfR Property, located in Commerce City, Adams County, Colorado, is ready for residential use and

will remain protective of human health and the environment, subject to operation and maintenance

(O&M) of both the Onpost and Offpost remedies, and the limitations as specified in the Rocky Mountain

Arsenal, Offpost Operable Unit Record of Decision (ROD), including institutional controls preventing the

use of groundwater, and continued access to the groundwater monitoring network.

This RfR Determination is a technical decision document and does not have any legally binding effect,

nor does it expressly or implicitly create, expand, or limit any legal rights, obligations, responsibilities,

expectations, or benefits of any party. EPA assumes no responsibility for reuse activities and/or any

potential harm that might result from reuse activities. EPA retains any and all rights and authorities it has,

including but not limited to legal, equitable, or administrative rights. EPA specifically retains any and all

rights and authorities it has to conduct, direct, oversee, and/or require environmental response actions in

connection with the site, including but not limited to instances when new or additional information has

been discovered regarding the contamination or conditions at the site that indicates that the response

and/or the conditions at the site are no longer protective of human health or the environment for the types

of uses identified in the RfR determination.

The types of uses identified as protective in this RfR determination remain subject to (i) applicable

federal, state, and local regulation, including, but not limited to, zoning ordinances and building codes,

and (ii) title documents, including, but not limited to, easements, restrictions, and institutional controls.

The risk assessment for the Offpost ROD concluded that, "actual or threatened releases of hazardous

substances from the site, if not addressed... may present a potential threat to public health, welfare, or

the environment" (FWENC 1996). Soil contamination only represented 25 percent of the potential health

risks; therefore the Offpost remedy primarily addressed groundwater contamination. The major

components of the selected remedy for the Offpost ROD (HLA 1995) include:

* Operation of the Off-Site Groundwater Intercept and Treatment System (OGITS);

* Continued operation of the North Boundary Containment System (NBCS) and Northwest

Boundary Containment System (NWBCS);

* Long-term groundwater and surface water monitoring;

* Institutional controls to prevent the use of shallow groundwater on the Shell Property for potable

purposes until groundwater cleanup standards are achieved; and

SHELL RfR PROPERTY Page 1
For settlement purposes, Shell revegetated 160 acres of soil on the Shell Property to enhance the

degradation of low-level pesticide residues. The existing soil risks in the area that was

revegetated were within EPA's established acceptable risk range and revegetation was not

necessary.

With the completion of the soil tilling and seeding in 1997 and the on-going implementation of the other

components of the Onpost and Offpost remedies, the U.S. EPA has determined that any unacceptable

levels of risk in the soil on the Shell RfR Property have been abated for current and future residential

users. Based on technical information available as of this date, U.S. EPA Region 8, with concurrence

from the Colorado Department of Public Health and Environment (CDPHE) and Tri-County Health

Department (TCHD), issues this RfR Determination, effective September 3, 2009.

By: -'- - . ~ <t~.x~Date: / /

Carol L. Campbell.

Assistant Regional Administrator

Office of Ecosystems Protection and Remediation

U.S. EPA, Region 8

Documents pertaining to the Shell RfR Property and this RfR Determination are part of the Administrative

Record for the RMA NPL Site, which are available for review at the Joint Administrative Records

Document Facility, Building 129, Room 2024, Commerce City, Colorado 80022-1748 or the EPA

Superfund Records Center, 1595 Wynkoop St., Denver, CO 80202. Some of the documents can be

viewed on the internet at hlttp:Iltww,. .cpa. ovi/rciýcIo/Sulerrun d/coirkvwiintarscnal/index.hitmil#6 and at

Additional information can be obtained from the following persons:

EPA

Jennifer Chergo, EPA Community Involvement Coordinator

U.S. EPA Region 8

1595 Wynkoop Street

Denver, CO 80202-1129

(303) 312-6601 or 1-800-227-8917 x6601 (Region 8 only)

Lmail: chei•.pjc nnil @ _____

Colorado Department of Public Health and Environment

Susan Newton, State, Project Officer

Colorado Department of Public Health and Environment (CDPHE)

4300 Cherry Creek Drive South

Denver, CO 80246-1530

(303) 692-3321 or 1-888-569-1831

Eimiail: SulSalvticw'tWt C(l statc.cOo.us

Warren Smith, Colorado Community Involvement Coordinator

Colorado Department of Public Health and Environment

4300 Cherry Creek Drive South

Denver, CO 80246-1530

(303) 692-3373 or 1-888-569-1831

Email: Walrren.sniith iistate.cu us

SHELL RfR PROPERTY Page 2
TriCounty Health Department

Melody H. Mascarenaz, RHSP, RMA Field Supervisor

TriCounty Health Department

4201 E. 72nd Ave

Commerce City, CO 80022

Adams County Service Center Building

303-288-6816

Email: mmascarenaz@tchd.org

II. RMA/NPL Site and Shell RfR Property Location

The RMA/NPL Site is located approximately ten miles northeast of downtown Denver, Colorado,

adjacent to Commerce City and Brighton to the north, Montbello to the south, Denver International

Airport to the east, and Commerce City to the west. The Shell RfR Property consists of approximately

394 acres and is located immediately north and adjacent to the RMA Onpost OU. A mix of residential,

commercial, agricultural, and industrial properties is located to the west, north, and east of the Shell

Property. Figure 1 is a site location map and Figure 2 depicts the Shell Property and the Shell RfR

Property. The Shell RfR Property is bounded on the south by East 96f Avenue, on the northwest by State

Highway 2, and bisected by Peoria Street. A portion of the Shell Property not included in the RfR

Determination, highlighted in green on Figure 2, contains an operating groundwater extraction and

treatment facility. The soil area that was tilled is identified by red diagonal lines on Figure 2. A legal

description of the Shell Property is included as Exhibit 1. Latitude/longitude coordinates of the Shell RfR

Property are provided as Exhibit 2.

III. Shell RfR Property History

Site and Contamination History

Table 1 is a chronology of significant events related to the Shell RfR Property. RMA was created in 1942,

at the height of World War II, when the Army purchased 17,000 acres of land to manufacture chemical

weapons such as mustard gas and white phosphorus. Private industry was encouraged to lease facilities at

RMA after the war to foster economic growth in the area, offset operational costs, and maintain

facilities for national security. Under the lease program, Julius Hyman and Company began producing

pesticides in 1946. In 1952, Shell Chemical Company acquired Julius Hyman and Company and

continued to produce agricultural pesticides on-site until 1982. Common industrial and waste disposal

practices used by the Army and Shell during these years resulted in contamination both Onpost and

Offpost.

Prior to 1850, the site was used by Native American tribes indigenous to the area, such as the Cheyenne

and Arapahoe. Previous to Army operations at the RMA Onpost OU, areas of the Offpost OU were used

for rangeland, dryland farming, and irrigated farming with some rural residential areas and scattered areas

of intensive agricultural use (FWENC 1996). Shell acquired the property north of the RMA Onpost OU

from 1989 through 1992. Construction of OGITS as an Interim Response Action began in November

1991 and full-scale system operation began in June 1993.

SHELL RfR PROPERTY Page 3
Summary of Cleanup Activities

The major components of the selected remedy for the Offpost ROD include:

* Operation of the OGITS;

* Operation of the NBCS and NWBCS;

" Long-term groundwater and surface water monitoring;

* Institutional controls to prevent the use of shallow groundwater on the Shell Property for potable

purposes until groundwater cleanup standards are achieved; and

* For settlement purposes, Shell revegetated approximately 160 acres of the Shell Property to

enhance the degradation of low-level pesticide residues.

Tilling and seeding were completed in 1997, and continued operations of the OGITS, NBCS, and

NWBCS have been ongoing since the December 1995 remedy was selected. Surface water and

groundwater monitoring have also been ongoing as required by the Offpost ROD. Institutional Controls

identified in Attachment B of the Offpost ROD and associated groundwater monitoring, as well as deed

restrictions on the Shell RfR Property, have been implemented since 1996. See Exhibit 4, Declarations of

Covenants, and Exhibit 5, Revised License Agreement Between Shell and Army, for further information.

Based on EPA guidance issued in 2002 and 2003, EPA conducted an indoor air evaluation for the entire

Offpost OU in support of the ongoing development in the adjacent communities. The evaluation

estimated indoor air concentrations of volatile organic compounds (VOCs), and the associated potential

carcinogenic and non- carcinogenic risks (EPA 2002) (EPA2003) within future basements and singlelevel structures. The result of the assessment indicated that modeled concentrations were below human

health risk criteria, that no further evaluation of the vapor intrusion pathway was warranted, and there was

no need to implement intrusion controls in buildings overlying the groundwater plume in the Offpost OU

(EPA 2004b).

The Onpost soil remedy has been ongoing since 1996 and is scheduled to be completed by June 2011.

Groundwater remediation continues to extract and treat contaminated groundwater from plumes

underlying the Onpost OU.

Redevelopment/Reuse History

With the exception of the construction of OGITS, there has been no redevelopment/reuse of the Shell

Property. The area around the Shell RfR Property is undergoing primarily residential development in

recent years. As many as 23,000 single-family homes have been projected and it is expected that this

growth will continue.

A Consent Decree in Civil Action No. 83-CV-02386-WYD was entered October 2, 2008 by the United

States District Court for the District of Colorado's settlement of natural resource damage claims by the

State of Colorado against Shell. As part of the settlement, Shell is to transfer, via quitclaim, 100 acres of

the Shell Property to Commerce City, Colorado.

The property provides 1) valuable habitat for avian and other wildlife, and 2) important buffer against

residential and commercial development to the east, west and north of the property, both of which are of

great importance to the residents of Adams County and the People of the State of Colorado.

The State of Colorado has recognized the importance of efforts to preserve land in a natural, scenic, or

open condition, and for wildlife habitat uses consistent with the protection of open land having

SHELL RfR PROPERTY Page 4
wholesome environmental quality. As such, this land is to remain as open space in perpetuity for the

benefit of wildlife and for the enjoyment of the people of the State of Colorado.

Timeline of EPA Activities to Date

The following table (Table 1) is a chronology of significant events related to the Shell Property.

Table 1: Chronology of Significant Events Related to the Shell Property

Date Event

1942 Establishment of RMA

Late 1950s Groundwater contamination first suspected off post

1977 Army installs pilot groundwater containment system at the north boundary

1978-1984 Army and Shell install three boundary groundwater containment systems

1984 Site proposed for addition to the National Priorities List (NPL)

Aug. 1987 RMA added to the NPL

Feb. 1989 Federal Facility Agreement signed

1989-1992 Shell acquires property north of RMA Onpost OU

Jan. 1992 Offpost OU Remedial Investigation

Dec. 1992 Offpost OU Endangerment Assessment/Feasibility Study

Jan. 1993 OGITS begins intercepting and removing contamination from groundwater below the Shell

Property

Dec. 1995 Record of Decision signed for Offpost Operable Unit

Feb. 1996 Adams County Clerk and Recorder records Declarations of Covenants prohibiting the use of

shallow groundwater on the Shell Property for potable purposes

Jun. 1996 Record of Decision signed for On-Post Operable Unit

Sept. 1998 Tilling and revegetation of Shell Property completed

Jan. 2001 Final 2000 Five-Year Review Report

Apr. 2004 RMA National Wildlife Refuge established

Apr. 2004 EPA Offpost Indoor Air Evaluation

Nov. 2007 Final 2005 Five-Year Review Report

IV. Basis for U.S. EPA's Ready for Reuse (RfR) Determination

Description of Risks

Since the early 1950s, potential contamination of the flora and fauna at RMA and various aspects of the

ecology of these organisms have been studied. Initial studies were conducted in response to reports of

wildlife mortality and agricultural damage. By the late 1950s, complaints of groundwater pollution north

of RMA began to surface (FWENC 1996).

Contamination of the Offpost OU is primarily attributed to manufacturing and disposal activities that

were conducted on the Onpost OU of RMA. Chemicals migrated to the Offpost OU primarily by shallow

groundwater and airborne pathways. Six media were evaluated in the RI for the Offpost OU: air, biota,

surface water, sediment, soil, and groundwater. The risks associated with each media, as described in the

Offpost ROD (HLA, 1995), are summarized below:

SHELL RfR PROPERTY Page 5
* Air: Health risks from inhalation of soil particles or volatile chemicals from domestic use of

groundwater were found to be very minor contributors to the overall exposure potential.

* Biota: Screening levels were developed that complied with the requirements of the Federal

Endangered Species Act, the Migratory Bird Treaty Act, and the Bald and Golden Eagle

Protection Act. These screening levels were not exceeded in the Offpost OU and any adverse

effects were expected to be minimal.

* Surface water/sediment: Offpost surface water was contaminated primarily by the natural

interaction with Offpost groundwater emanating from RMA. The chemicals of concern (COCs)

identified for the Offpost surface water are arsenic, chlordane, chloride, dicyclopentadiene, 2, 2-

bis(p-chlorophenyl)- 1,1-dichloroethene (DDE), 2,2-bis(p-chlorophenyl)- 1,1,1-trichloroethane

(DDT), dieldrin, diisopropylmethly phosphonate (DJMP), fluoride, and sulfate. The highest

concentrations of the COCs were detected in First Creek, which flows northwest through eastern

RMA and through the Shell RfR Property. However, the interaction between groundwater and

surface water is intermittent and therefore did not present an unacceptable human health risk.

" Soil: Offpost OU surface soil was contaminated by the deposition of airborne contaminants from

RMA, non-RMA-related agricultural application of pesticides, and irrigation practices. The

COCs identified for soils in the Offpost OU are aldrin, chlordane, dieldrin, endrin, DDE, and

DDT. The risk assessment for the Offpost ROD concluded that, "actual or threatened releases of

hazardous substances from the site, if not addressed ... may present a potential threat to public

health, welfare, or the environment." However, soil contamination only represented 25 percent of

the potential health risks; therefore the Offpost OU remedy primarily addressed groundwater

contamination.

" Groundwater: Groundwater contamination represented 75 percent of the potential health risks in

the Offpost OU. Groundwater is not included in this RfR Determination because an RfR only

addresses the reuse of land (EPA 2004a). Furthermore, groundwater remediation and monitoring

is ongoing in this area.

List of Primary Documents Supporting RfR Determination

The following are the primary supporting documents:

" Rocky Mountain Arsenal, Offpost Operable Unit Record of Decision (HLA 1995).

* Record of Decision for the On-Post Operable Unit (FWENC 1996)

" Final Inspection/Implementation Report for the Off-Post Tillage Task (DOA 1997)

* Off-Post Area Vapor Intrusion Assessment (EPA 2004b)

" Final 2005 Five-Year Review Report for Rocky Mountain Arsenal (DOA 2007)

* Declaration of Covenants (Exhibit 4)

V. Ongoing Limitations and Responsibilities

Institutional Controls

The Shell RfR Property is subject to a deed restriction that prevents the use of shallow groundwater

SHELL RfR PROPERTY Page 6
underlying the Shell Property for potable purposes until the groundwater cleanup goals specified in the

Offpost ROD are achieved. The deed restriction is defined in the Declarations of Covenants among Shell,

the United States and the State of Colorado dated Feb. 2, 1996 (recorded by the Adams County Clerk and

Recorder on June 11, 1996 in Book 4769 at pp. 0297-0308 (attached as Exhibit 4)). In addition, pursuant

to a license agreement between the Army and Shell, Shell has allowed the Army to enter and use the nonRfR portion of the Shell Property for the OGITS, which shall continue to operate until the cleanup

standards for that system are achieved. This includes Army access to monitoring wells on the RfR

Property. The license agreement is defined in Revised License Between Shell and the Army (effective

December 3, 1991) (attached as Exhibit 5);

O&M and Monitoring Actions

There are no operations, maintenance, or monitoring actions for the soil on the Shell RfR Property.

However, wells for monitoring groundwater remedy performance are located throughout the Shell RfR

Property, and access/monitoring of these wells is ongoing until the Offpost OU groundwater remedy is

completed. Surface water monitoring locations are also located on the Shell RfR Property, and

access/monitoring of these areas is ongoing to evaluate the effectiveness of the groundwater remedy. The

OGITS facility located on the non-RfR portion of the Shell Property will continue to operate until the

Offpost OU groundwater remedy is completed.

Entity Responsible for Ensuring Protectiveness of Site

The Institutional Controls required by the Offpost ROD will be reviewed as part of the site-wide Five

Year Review process, which is conducted by the U.S. Army. In addition, the covenants "run with ... the

land ... and are enforceable by the United States, through the Army and EPA, and by the State" (Exhibit

4, Paragraph 4 under "Declaration").

Applicable Local Land Use Regulations

Parts of the Offpost OU, including parts of the Shell Property, are currently zoned and developed for

commercial/industrial activities. Commerce City, located west and north of RMA, is the only urban area

in the immediate vicinity of the Shell Property and Offpost OU, and has recently annexed lands within the

Offpost OU and the Shell Property.

SHELL RfR PROPERTY Page 7
References

Harding Lawson Associates (HLA). 1995. Rocky Mountain Arsenal, Offpost Operable Unit Record of

Decision. December 19.

Foster Wheeler Environmental Corporation (FWENC). 1996. Record of Decision for the On-Post

Operable Unit. June.

U.S. Department of the Army. (DOA). 1997. Final Inspection/Implementation Report for the Off-Post

Tillage Task. August 26.

DOA. 2007. Final 2005 Five-Year Review Report for Rocky Mountain Arsenal. November.

U.S. Environmental Protection Agency (EPA). 2002. Draft Guidance for Evaluating the Vapor Intrusion

to Indoor Air pathway from Groundwater and Soils. November.

EPA. 2003. User's Guide for Evaluating Subsurface Vapor Intrusion into Buildings. March 14.

EPA. 2004a. Guidance for Preparing Superfund Ready for Reuse Determinations. OSWER 9365.0-33.

February 12.

EPA. 2004b. Rocky Mountain Arsenal, Off-Post Area Vapor Intrusion Assessment. Letter Report. April

27.

SHELL RfR PROPERTY
FIGURES

Figure 1: Site Location Map

Figure 2: Shell RfR Property

SHELL RfR PROPERTY
.i l, 120th Ave _

.112th

- -

• •. •; •' " IShell non-RfR Property forl,

_104th Ave

-Io Op erbeUi Shell RfR Propert

O post Operable Unit

~'9 . • ,, ;' 6th2AAve

__ Denver

International

Airport 00

C , _ ___c,,.,...........-

101v

,Romy M Arse" ! Shell non-RfR Property for Groundwater Remediation (total 54 acres) Ri Shell RfR Property (total 294 acres) E

Offpost Operable Unit

Current RMAINPL On Post Operable Unit Wi- FIGURE 1

US Fish and Wildlife Service ROCKY MOUNTAIN ARSENAL SITE

Commerce City 3 o3 R 1 Miles LOCATION MAP
.... .......

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EXHIBITS

Exhibit 1 Legal Descriptions of the Shell Property

Exhibit 2 Latitude/Longitude Coordinates for the Shell RfR Property

Exhibit 3 Acronyms

Exhibit 4 Declarations of Covenants

Exhibit 5 Revised License Agreement Between Shell and the Army

SHELL RfR PROPERTY
Exhibit 1

Shell Property Description

SHELL RfR PROPERTY
SCHEDULE A

Order Number: 75139269 PR

LEGAL DESCRIPTION

PARCEL 1:

A parcel of land situated in a portion of Lots 3, 4, and 6, Block 1,

ADCO INDUSTRIAL PARK SUBDIVISION,

being a portion of the Southwest one-quarter of Section 14, Township 2 South,

Range 67 West of the Sixth Principal Meridian, County of Adams, State of

Colorado more particularly described as followsp

Commencing at the center one-quarter corner of said Section 14, said point

also being the Northeast corner of said Lot 6, said point being the True Point

of Beginning; thence South 00"071251 West along the Best line of said Lots 6

and 3 and along the East line of the Southwest one-quarter of the Southwest

one-quarter of said Section 14 a distance of 1058.92 feet, thence North

62032'17* West a distance of 824.60 feet to a point on the Northwesterly line

of said Lot 6, said point also being on the Southeasterly right of way line of

Colorado State Highway No. 2 and U.S. Highway No. 6; thence the following three

courses along the Northwesterly line of said Lot 6 and the Southeasterly right

of way line of said Colorado State Highway No. 2 and U.S. Highway No. 61 thence

North 45'00'48- East a distance of 396.72 feet, thence North 46"11'03" East a

distance of 299.95 feet; thence North 43107'40" Rast a distance of 261.54 feet

to the Northwest corner of said Lot 6; thence South 89*52'35" East along the

North line of said Lot 6, a distance of 58.15 feet to the True Point of

Beginning,

County of Adams, State of Colorado.

PARCEL 21

The SE 1/4 of Section 14, Township 2 South, Range 67 West of the 6th P.M.,

EXCEPT the South 30 feet thereof;

AND EXCEPT that portion thereof lying within Peoria Street, 96th Avenue and

East 100th Ave.;

AND EXCEPT that portion lying within the Subdivision of Fischer-Hoffman

Tract;

AND EXCEPT that portion thereof described in deeds recorded

December 19, 1960 in Book 883, page 558; August 21, 1969 in Book 1539, page

239; and August 28, 1973 in Book 1884, page 850,

AND EXCEPT any portion thereof that may lie Westerly of the West line of that

tract of land described in Deed recorded December 9. 1960 in Book 882, page 335,

County of Adams, State of Colorado.

AND

Continued on next page

-1-

SHELL RfR PROPERTY
Continuation of Schedule A - Legal Description

Order Number: 75139269 PR

That part of the NE 1/4 of Section 14, Township 2 South, Range 67 Neat of the

6th P.M. lying Southeasterly of U.S. Highway No. 6 and Southerly of the South

lines of those tracts of land described in deeds recorded November 5, 1967 in

Book 1361, page 76 and June 3, 1982 in Book 2649, page 750,

EXCEPT that portion thereof lying within Peoria Street;

AND EXCEPT that portion thereof described in deed recorded December 19, 1960

in Book 883, page 556,

County of Adams, State of Colorado.

PARCEL 31

That part of the Northeast 1/4 of Section 14, Township 2 South, Range 67 Next

of the 6th P.M., described as follows:

Beginning at a point which is located 2190 feet South and 30 feet West of the

Northeast corner of said HE 1/4; thence West a distance of 630 feet, thence

South a distance of 450 feet; thence Rast a distance of 630 feet; thence North

a distance of 450 feet to the Point of Beginningi,

County of Adams, State of Colorado.

PARCEL 4:

Blocks I and 2,

FISCHER-ROFFMAN TRACT,

County of Adams, State of Colorado.

PARCEL 5:

That part of the Southeast quarter of Section 14, Township 2 South, Range 67

West of the 6th P.M., described &as

Beginning at the Southeast corner said Section 14; thence North 9 0 e0 0 ,00" West

on an assumed bearing along the South line said Southeast one-quarter a

distance of 1863.90 feet to the True Point of Beginning, thence continuing

Continued on next page

-2-

SHELL RfR PROPERTY
Continuation of Schedule A - Legal Description

Order Numbers 75139269 PR

North 90°00'00 Nest along said South line Southeast one-quarter a distance of

337.67 feet to a point 430.00 feet Easterly of the Southwest corner said

*Southeast one-quarter, thence North 00"06'301 Zast along a line parallel to the

West line said Southeast one-quarter a distance of 1320.00 feet, thence North

90"00'00, Bast 337.67 feet to a point which is 1864.47 feet West of the East

line said Southeast one-quarter, thence South 00006"301 West along a line

parallel to the Nest line said Southeast one-quarter a distance of 1320.00 feet

to the True Point of Beginning,

EXCEPT the South 30 feet thereof,

County of Adams, State of Colorado.

PARCEL 6:

That part of the Southeast 1/4 of Section 14, Township 2 South, Range 67 West

of the 6th P.M., Adams County, Colorado described as;

Beginning at the Southeast corner of said Section 14, thence North 90*00'00"

West on an assumed bearing along the South line said Southeast 1/4 a distance

of 1350.67 feet to the True Point of Beginning, thence continuing North

90t0"00- West along said South line Southeast 1/4 a distance of 513.23 feet to

a point 767.67 feet Easterly of the Southwest corner said Southeast 1/4; thence

North 00106'301 East along a line parallel to the West line said Southeast 1/4

a distance of 1320.00 feet; thence North 9000'00" East, 513.80 feet to a point

which is 1350.67 feet West of the East line said Southeast 1/4; thence South

001081001 West along a line parallel to the East line said Southeast 1/4, a

distance of 1320.00 feet to the True Point of Beginning,

EXCEPT the South 30 feet thereof,

County of Adams, State of Colorado.

PARCEL 7:

That part of the Southeast 1/4 of Section 14, Township 2 South. Range 67 West

of the 6th P.M., described as follows&

Beginning at the Southeast corner of said Section 14; thence North 90000'00"

West on an assumed bearing along the South line of said Southeast 1/4, a

Continued on next page

-3-

SHELL RfR PROPERTY
Continuation of Schedule A - Legal Description

order Number: 75139269 PR

distance of 1013.00 feet to the True Point of Beginning, thence continuing

North 9000'000 West along said South line Southeast 1/4, a distance of 337.67

feet to a point 1280.90 feet lasterly of the Southwest corner of said Southeast

1/4; thence North 00,08'004 Boat along a line parallel to the East line of said

Southeast 1/4, a distance of 1320.00 feet, thence North 90000"00 Bast, 337.67

feet to a point which is 1013.00 feet West of the Bast line of said Southeast

1/4; thence South 00"08'00" West along a line parallel to the Nast line of said

Southeast 1/4, a distance of 1320.00 feet to the True POint of Beginning,

rXCEPT the South 30 feet thereof,

County of Adams, State of Colorado.

PARC]L 8t

A tract of land located in the SE 1/4 of Section 14, Township 2 South, Range 67

West of the 6th P.N., described as follows:

Beginning at a point 30 feet North and 669 feet West of the Southeast corner of

the SE 1/4 of said Section 14, thence North, a distance of 1290 feet, thence

West, a distance of 344 feet to an existing pin; thence south, a distance of

1290 feet; more or less, to a point 30 feet North of the South line of the SE

1/4 of said Section 14, thence Bast and parallel with the said South line, a

distance of 344 feet to the Point of Beginning,

County of Adams, State of Colorado.

PARCEL 9s

All of Block 2,

WAGNE TRACT,

County of Adad&, State of Colorado.

PARCEL 10i

That part of the Southeast 1/4 Southeast 1/4 of Section 14, Township 2 South,

Continued on next page

-4.

SHELL RfR PROPERTY
Continuation of Schedule A - Legal Description

Order Numoers 75139269 PR

Range 67 West of the 6th P.M., more particularly described as follows:

Commencing at the Southeast corner of said Section 14; thence North along the

Rast line of said Section 14, a distance of 30 feet, thence North 89118' West,

a distance of 669 feet to the True Point of Beginning, thence Worth, a distance

of 340.31 feet, thence South 89115 Zast, a distance of 320 feet, thence South,

a distance of 340.31 feetj thence North 89*18' West, a distance of 320 feet to

the True Point of Beginning,

County of Adams, State of Colorado.

AND

That part of the Southeast 1/4 Southeast 1/4 of Section 14, Township 2 South,

Range 67 West of the 6th P.M., more particularly described as follows:

Commencing at the Southeast corner of said Section 141 thence North along the

Bast line of said Section 14, a distance of 30 feet, thence West, a distance of 30 feet to the True Point of Beginning, thence North 89118' West, a distance of

319 feet, thence North, a distance of 340.31 feet; thence North 89*18' West, a

distance of 320 feet, thence North, a distance of 410.10 feet, thence

Southeasterly, a distance of 653.2 feet to a point which is 30 feet West of the

last line of said Section 14 end North 010l' East a distance of 615 feet from

the True Point of Beginning; thence South 010l' West, a distance of 615 feet

to the True Point of Beginning,

County of Adams, State of Colorado.

PARCEL .i1t

The Southwest quarter of Section 13, Township 2 South, Range 67 West, excluding

therefrom those tracts of land described in the following deeds:

Book 771, page 234,

Book 1003, page 527;

Book 1037, page 479,

BUT INCLUDING the East 60 feet of the tract of land described in said Book

771, page 234,

County of Adams, State of Colorado.

Continued on next page

-5-

SHELL RfR PROPERTY
Continuation of Schedule A - Legal Description

Order Number: 75139269 PR

PARCIL 12:

That portion of the Southwest 1/4 of Section 14, Township 2 South, Range 67

Nent of the 6th P.M., Adams County, Colorado, more particularly described as:

Commencing at the Southwest corner of said Section 131 thence North along the

West line of said Section 13, a distance of 864.0 feet, thence deflecting right

90" a distance of 30.0 feet to the True Point of Beginning; thence deflecting

right 40*7', a distance of 685.0 feet, thence deflecting left 20*48', a

distance of 575.0 feet; thence deflecting left 9*03', a distance of 150.0 feet;

thence deflecting left 10'20', a distance of 79.0 feet, thence deflecting left

13716"49", a distance of 1353.89 feet; thence deflecting left 4249'11, a

distance of 300.0 feet; thence deflecting left 901, a distance of 262.0 feet to

the True Point of Beginning,

County of Adams, State of Colorado.

AMD

That part of the Southwest 1/4 of Section 13, Township 2 South, Range 67 West

of the 6th P.M., Adam County Colorado, described as:

Beginning at a point on the Nest line of said Section 13, said point being

1136.4 feet North of the Southwest corner of said Section 13, thence East at

right angles to said West line of Section 13, 330.0 feet, thence deflecting

right 90*, 10.4 feet, thence deflecting right 90, 330.0 feet more or less to a

point on the West line of said Section 13; thence North along the West line of

said Section 13, 10.4 feet more or less to the Point of Beginning,

EXCEPT the West 30.0 feet of the above described property,

County of Adams, State of Colorado.

PARCEL 13:

That part of the Southwest 1/4 of Section 13, Township 2 South, Range 67 West

of the 6th P.M., described as follows:

Continued on next page

-6-

SHELL RfR PROPERTY
Continuation of Schedule A - Legal Description

Order Numbers 75139269 Pi

Beginning at the Southwest corner of said Section 13, thence Zast 2633.3 feet

along the South line of said Section 13 to the South quarter corner of Paid

Section 13;'thence North 00,05' Nast along the North-South centerline of said

Section a distance of 227 feet; thence North 63133' West a distance of 199.6

feet, thence North 72*33' West, a distance of 122 feet, thence South 641581

West a distance of 364 feet; thence North 89*52' West a distance of 764 feet;

thence North 79*32 • West, a distance of 150 feet; thence North 70129' West a

distance of 575 feetj thence North 49*411 Nest, a distance of 685 feetj thence

North 890481 West, a distance of 30 feet to the West line of said Section,

thence South 00112' Nest, a distance of 864 feet, more or leas, to the Point of

Beginning,

EXCEPT that part of the Southwest 1/4 of Section 13, Township 2 South, Range

67 West of the 6th P.M. described as follows: Beginning at the South quarter

corner of said Section 13, thence North 00105 • Zast along the North-South

centerline of said Section 13 a distance of 227 feet, thence North 63133" West

to a point that is exactly 60 feet West of said North-South centerline of said

Section 13, thence South to a point on the South line of said Section 13 which

is exactly 60 feet West of said South quarter corner of said Section 13; thence

East along said South line of said Section 13 a distance of 60 feet to the

Point of Beginning,

County of Adams, State of Colorado.

-7-

SHELL RfR PROPERTY
Exhibit 2

Latitude/Longitude Coordinates for the Shell RfR Property

SHELL RfR PROPERTY
Coordinate Points for the Shell RfR Property

Coordinate Colorado State Colorado State Latitude Longitude

Point Number Plane Easting Plane Northing

1 2183501.85 196463.52 39.870821 -104.846245

2 2183498.71 197080 39.872513 -104.84624

3 2183489.31 197082.02 39.872519 -104.846273

4 2183485.45 197768.2 39.874403 -104.846269

5 2183478.86 199047.03 39.877914 -104.846259

6 2183478.73 199072.12 39.877983 -104.846258

7 2183267.04 199070.4 39.877982 -104.847013

8 2183263.99 199532.91 39.879252 -104.847011

9 2183483.32 199534.68 39.879252 -104.84623

10 2183482.83 199592.23 39.87941 -104.84623

11 2182521.24 199585.93 39.879412 -104.849656

12 2182521.24 199515.65 39.879219 -104.849658

13 2182527.59 199040.23 39.877914 -104.849648

14 2182528.83 198889.41 39.8775 -104.849648

15 2182508.51 198889.12 39.8775 -104.84972

16 2181777.97 198574.35 39.87665 -104.852331

17 2181475.3 197860.56 39.874697 -104.853428

18 2180891.87 197998.01 39.875086 -104.855503

20 2180896.76 197187.01 39.872859 -1 04.855507

21 2180902.42 196442.27 39.870815 -104.855506

22 2182208.49 196453.15 39.870819 -104.850852

23 2183561.56 196464.78 39.870823 -104.846032

25 2184854.97 196475.19 39.870825 -104.841424

26 2186164.05 196486.16 39.870829 -104.83676

27 2186154.82 197776.17 39.87437 -104.836758

28 2186145.78 199100.14 39.878005 -104.836755

29 2184831.12 199087.09 39.877996 -104.84144

30 2183547.44 199074.49 39.877988 -104.846014

31 2183554.76 197767.4 39.874399 -104.846022

Notes: All coordinate are in Colorado State Plane, North Zone, North American Datum (NAD) 1927

See Figure 3 for map of coordinate locations

SHELL RfR PROPERTY
414

...... .4 .4 . 4...

... . . .. . . . . . . . . . . .. . . . . . . . .. . ....I ',. I 

.... ....... % V .t{~4 .~~.

* -4

044-5.r 4

V4444. w~'2 44jA4 44'# 4.. W,.'

Unit,,,-*

+~~~~~~~~~ elFecl Shl Prpry oriat ont ~4?. 

Shell~~~~4~ I4 RfR Prpry(oa 9 ars el.sbec ocag)R

Shell~~ no-f rpryfr*

grondwte reeitin(oal5 ces XRATO

0 PRIVATE Tille Area MOIOIN * Fgr

RokyMonti~renl~potOpraleUnt 0 Sel Ray orRes 0 REHREMMI= = ie r~~~~~fmwf~~~~~~ 4...IIitn nn i ~%P op ry2 0
Exhibit 3

Acronyms

SHELL RfR PROPERTY
CDPHE Colorado Department of Public Health and Environment

CERCLA Comprehensive Environmental Response, Compensation, and Liability Act

COC Chemical of Concern

DDE 2, 2-bis(p-chlorophenyl)- 1,1 -dichloroethene

DDT 2,2-bis(p-chlorophenyl)- 1,1, 1 -trichloroethane

DIMP Diisopropylmethyl phosphonate

EPA U.S. Environmental Protection Agency

FFA Federal Facility Agreement

FYR Five-Year Review

FYRR Five-Year Review Report

IRA Interim Response Action

NBCS North Boundary Containment System

NPL National Priorities List

NWBCS Northwest Boundary Containment System

OGITS Off-Site Groundwater Intercept and Treatment System

O&M Operations and Maintenance

OU Operable Unit

RfR Ready for Reuse

RI Remedial Investigation

RMA Rocky Mountain Arsenal

ROD Record of Decision

TCHD Tri-County Health Department

USFWS U.S. Fish and Wildlife Service

SHELL RfR PROPERTY
Exhibit 4

Declaration of Covenants

SHELL RfR PROPERTY
RECEPTION NO. C0183385 61.00' B K 4769 Pas o297-030e

.SI ROBERT SACK, ADAIIS COUNTY,-'C]LORADO 6/11/96 9:10

DECLARATION OF COVENUNTS

THIs DECLARATION OF COVENANTS, dated as of February 2, 1996,

is made by SKELL OIL COMPANY, a Delaware corporation ("shell"),

for the benefit of the WIITED STATES OF AMEICA (the "United

Statese) and the STATE OF COLORADO (the "State").

Recitals

A. shell owns the land in Adams County, Colorado described

in Exhibit A attached hereto and forming a part hereof (the

"Lends).

B. A portion of the Land is subject to Revised License

dated effective December 3f 1991 (the "License"), from Shell to

the United states Department of the Army (the "Army"), notice of

which was given by NemoranduR of License dated effective as of

December 3, 1991, between Shell and the Army, filed for recording

June 25, 1992 at a a.m., and recorded under Reception No. 1074181

in Book 3920 at page 351 of the real property records of Adams

County, Colorado.

C. The Army, Shell, the State, the United States

Environmental Protection Agency ("SPA"), and the United States

Fish "•d Wildlife Service (*USFN8WS entered into Agreement for a

Conceptual Remedy for the Cleanup of the Rocky Mountain Arsenal

dated June 13, 1995 (the "Conceptual Remedy Agreement").-

D. paragraph 23 of the Conceptual Remedy Agreement requires

Shell to execute and record covenants to preclude use of

groundwater underlying the Land until certain conditions are

satisfied.

E. ibe Land is included within the Offpost operable Unit

(the "Offpost oU") of Rocky Mountain Arsenal, a National

Priorities List site under the Comprehensive Environmental.

Response, Compensation, and Liability Act.

F. A Record of Decision for the Offpost OU (the "offpost

ROD") was signed on December 19, 1995.

G. Page Al-i of Appendix B to the Offpost ROD also requires

Shell to execute and record covenants to praclude use of

groundwater underlying the Land until certain conditions are

satisfied.

H. Shell desires to grant the covenants met forth below in

full satisfaction of its obligations under paragraph 23 of the

Conceptual Remedy Agreement and under page Al-i of Appendix B to

the Offpoat ROD. These covenants will protect, preserve and

enhance the value of the adjacent land owned by the United States and known as Rocky Mountain Arsenal (the "Onpoet OU"), as well 48

contribute to the overall remedy for Rocky Mountain Arsenal.

Declaration

In consideretion of the foregoing and other good and

valuable consideration, the receipt ena sufficiency of which

Shell acknowledges, Shell hereby covenants for itself and its

successors and assigns as follows:

I. Use of Alluvial Groundwater Underlying the xand. No

roundwater well for future use May be constructed on the Land if

it is screened in the Unconfined flow system (NUFS"), which is

defined as the alluvial aquifer and the weathered upper portion

of the Denver Formation, without the-express written consent of

the State and the United States for such period as this covenant

remains In effect. Review and approval of any request for the

construction of any souh groundwater well shall be governed by

the provisions of Appendix B, Attachment 3 of the Offpest k0O.

Copies of the Offpout ROD are available at the following

locations:

SKLD LM 10.11.1.26 AD 183385-1996.001

SHELL RfR PROPERTY
joint Administrative Record Document Facility

(4IJARDFW)

Rocky Mountain Arsenal

72nd Avenue and Quebec Street

Commerce City, Colorado 80022-1748

EPA Region VIII Superfund Records Center

999 loth street

Denver, Colorado 80202-2466

Records center

Hazardous Materials & Waste Management Division

Colorado Department of public

Health and Environment

.4300 Cherry Crook Drive South

Denver, Colorado 80222-1530

2. ONG of Deeper GVGVeter No groundwater may be used

from any vwel on the Land that is screened in any equLifer beneath

the UIs except as set forth in paragraph 4 of Appendix D,

Attachment 3 of the Offpoat ROD.

J. Zeptions. Hotwvithtanding the forego in, no such

approval shall be required for veLls for groundwater sampling,

wells for groundwater level measurements, voill for extraction

for treatment of contaminated groundwater, and wells for

reinjection of treated groundwater.

4. Covenante Iun Vith land; E nforoement. Ttw covenants in

paragraphs 1 and 2 touqb and concern. run vith, and burden the

Land, end benefit the 0opOat 00. They are granted for the

benefit of the United States and the State to preserve the

proety values of the Onpost 0V, and ara enforceable by the

V1nited States, through the Army and SPA, and by the State. If

there is a violation of either of those covenants that rumeina

uncured after 30 day'" prior written notice of the violation to

shell (or other owner oa the Land or portion thereof who" action

contitutes the violation), the united States and the State, or

either of thea, may Institute a suit against the person violating

the covenan8ts to enjoin -the violation by temporary or permanent

injunction rovided, however, that for an irreparable ongoing or

xi~mlent violation the 30-day notice is not required. No failure

by the united States or the state to instituzte" such a suit shall

be deemed to be a waiver or a forfeiture of the right to enforce

any covenant in thin instrument.

S. Notioe. In eovry instrument conveying any interest in

any portion of the Land, Including without limitation deeds,

leasse, nd "ortgages, shell shall include a notice in

substantially the following fore:

* 1101C3 THE Iii==ES COMUVE HIREBY IS

SVB3XCT TO DECLAARTIOJ OF COVXXAuITG DATED AS

OF FEBRUARY 2, 1994, RECORDED UNDER RECEPTION

0o. IN BOO1 AT PAGE OF TIM

RZAL iEF3RTY JtECCOUFffF ADAKS o-0W-Iff, COLORADO, IN4 FAVOR OF AID MFORCZAB•L By ITE

UNITED STATBS OF AMERICA AND THE STATE OF

COLORADO.

6. •itle. Shell represents to the United States and the

state that Sholl's title to the Land is free and clear of all

liens, encumbrances, and burdens arising by, through, or under

Shell, but not othervise, except for the lien for taxes not yet

due end except for the License; and shell will forever warrant

and defend title to the Land against all persons claiming an

interest therein by, through, or under Shell, but not otherwise,

except for the interest created by the License.

7. Release. The covenants contained herein shall be

released In accordance with the procedures outlined in paragraph

6 of Appendix D, Attachaent 3 of the Oftpost ROD.

-2-

SKID LM 10.11.1.26 AD 183385-1996.002

SHELL RfR PROPERTY
S. Misoellaneous.

(a) *o Admission or Liability. The execution and

delivery of this instrument and Appendix B, Attachment 3 of the

Offpost ROD by Shall sball not be construed as en admission of

any liability on its part. Neither this instrument nor Appendix

3, Attachmet 3 of the Offpiot ROD any be offered in evidence in

any administrative or judicial proceeding, except for a

proceeding to enforce ito provisions.

(b) NO WVarnUty. accept as specifically met forth in

paragraph 6, this instrument is executed vithout any

representation or warranty, express or implied.

(o) Readiags. The headings in this instrument are for

guidance and convenienoe of reference only and do not limit or

othervise affect the meanings of any of its provisions.

(4) wartlar Mas•srneea. "Shell, UPIL, the Stats, the

Army, and US:WS Shall execute and deliver or cause to be executed

and delivered such other lnstruments, and take such other

actions, as may be reasonably necessary or advisable to carry out

the purposes of this instrument.

(e) ShtLre Agreement. This instrument and appendix B,

Attachment 3 of the Offpoft ROD constitute the entire

Understanding among Shell, EA, the State, the Army, and USFS

with respect to the subject matter hereof, superseding all

negotiations, prior discussions, and prior agreements or

understandings with respect to the subject matter.

(m ) Vo "simsemt. Nelther the United States nor the

state may assign any of t respectLve rights under this

inrument withwt the prior witten consent of Shell.

(h Parties to Intereet. This instrument shall. be

binding upon and inure to the beiit of the parties hereto and

their respective successors and assigns. Nothing in this

instru.ment, express or implied, is Lteanded to confer upon any

other parson or entity any benefit, right, or remedy.

BXCUED as of the date firat above written.

SHELL OIL CODMPNY

Vi09 Pre•ident HS&Z

Shell Chemical Company

STAT OF COLORADO

• /m0) sa.

COWITY or DEifVZR

The foregoing Instrument was acknowledged before me this 10th

day of June, 1996, by Ran4 Shulman, as Vice President JSE&, ShelF

Chemical Company, a subp$diary of Shell Oil company, a Delaware

corporation, on behalf of the corporation.

Witness my hand and official asal.

My commission oxpLree: April 9. 2000

SKLD LM 10.11.1.26 AD 183385-1996.003

SHELL RfR PROPERTY
EXIBITr A

The following described lend in Adams County, Coloradot

AdaMs County 3oin Vntut- Tact

The land conveyed by Warranty Deed dated February 26,

1991, fron the dams County Joint Venture to Shell Oil Company

and more particularly described as follows:

Southwest Quarter of Section 13,

Towhp 2 South, Range 67 West,

excludig therefrom those tract. of land

desaribed in the following deeds:

1) Book 771 at Page 234

2) Book 1003 at Page 527

3) Book 1037 at Page 479 but including

the east 60 feet of the tract of land

described in said Book 771 at Page 234,

all being in records of said Adams

county.

mmarce City Tract

The land conveyed by Warranty Deed dated October 15,

1991, from the City of Comer** City, Colorado. to Shell Oil

Compmdy. recorded in book 3839, Page 073, end more

particularly described as followa:

A parcel of land situated in a portion of

Lots 3, 4 and 4, Block 1, dCO Industrial.

Park subdivision, being a portion of the

Southwest one-quarter of Section 14,

Township 2 South, Range 67 West of the

Sixth Principal Meridian, County of A"ams, State of Colorado, *ore

particularly described as follows:

Commencing at the center one-quarter corner of said Section 14, said point

also boln the Northeast corner of said

Lot 6, said point being the TRU PoINT OF

DEGflINUG: thence South 00o07'2S" West

along the East line of said Lots 6 and 3

and along the East line of the Southwest

one-quarter of the Southwest one-quarter

of said Section 14 a distance of 1056.92

feet; thence North 62"311270 West a distance of *24.60 feet to a point on the

northwesterly line of said Lot 6, said

point also being on the Southeasterly right of way line of Colorado State

Highway No. 2 and U.S. Highway Ho. 6F

thence the following three courses along

the Northwesterly line of said Lot 6 and

the Southeasterly right of way line of

said Colorado State Highway No. 2 and

U.S. Highway No. 6y thenoc North

45*00480 East a distance of 396.72 feet;

thence Korth 4611'03' F East a distance of 299.95 feat; thence North 43"078400 East a distance of 261.S4 feet to the

Northwest corner of said Lot 6; thence

South 69*'52350 East along the North line

of said Lot 6 a distance of 58.15 feet to

the TRUE POZNT OF BIGWIVkNG, County of

Adams, State -of Colorado.

SKLD LM 10.11.1.26 AD 183385-1996.004

SHELL RfR PROPERTY
Th. LW .m~id • u,,anly i did 3mnarl -

iit . 5OU F.L 1 W K.A 1i1 1 i & D O 3 74 i '610 q 7 4 4, EL Im g m L

1f l g :,, alin .z . 3a i 3', and iI lEu,

r e L.Ad eopawi - by Ma DaW qkW.aatY Or

011 emma Iql fta* MS. "r 3,11 z. UubF- AM UI

.+m SX 1/4 *" ,m"a M.,TcwhL. ,, 9

tautbp NAnqe 6; Ila u te Nth F~.A V11l m,+ 14,wm sZo t" tA~r*Nd.F

IXM UIAI I4ftth 30 ti ms 3JkNU4 .tIM

psaIf **WwL. tm Awum 404 OWL -OrLb

I=P t KIstk rt~mn kthaLmor ±yt" 1 '-A 

thm M. U,&•bI 4ml of i'+d*.!- ftJ fl Ing

ido* tz,,,"m. m ar bor, '. 4 i,.M in ,c *"1 at "~ Sl boy%.i. ""4 Li. No*

MiaP 4L ft"2 30I 4M Aa9mt- 1, IPr3. In

PEE"swpfm n that tJa SW 1r0 • Wa gt", t loft cd tue

44 lan. ' Iarpn., I.• 4.p.i a ,',. al.4nd

IIR• 9. ".M 1 ,IONAL "i aL ft". 1".a

It~a LAM fSrofredto L2 1 dm~d mrsgu"

,i :, k Iomit a Fi v 5 m 4 deohm

42.l~ "49 1| 1:~m,

06I-mo1 'irnm tl dmt 4wO oo ",,

1116if~ei 16. ""Whip I fi~bKI3 anp 40

M&.fi h P.M.. duapiW'At tin artts

BIMM~q at Ba w1m~t V4o;~. " 34 East

r.i ad r ,at L4 • J. tbao ,.44aim"l

L" ++Olm±aru

abKpt V4 SWUM6h &4, u4i

14•Pl; 'pC •h •ti NIBJL4p Ilr9#I~ii,dr MIhmAc

SHELL RfR PROPERTY
BEGINNING at the Southeast corner said

Section 14$ thence North 90 deg. 0O Min00 sea. Nest on an assumed bearing along

the South line said Southeast one-quarter a distance of 1013.00 fact to the TRUE

POINT OF BEGINNING;

thence continuing North 90 dog. 00 sin.

00 sec. West along said South line

Southeast one-quarter a distance of

1188.57 feet to a point 430.00 feet

Easterly of the Southwest corner said

Southeast one-quarter; thence North

00 deg. 06 min. 30 sec. East along a line

parallel to the West line said southeast

one-quarter a distance of 1320.00 feet:

thence North 90 dog. 00 see. 00 sin.

Etat, 1189.14 feet to a point which Ls

1013.00 feet West of the East line said

Southeast one-quarter;

thence South 00 dog. 08 min. 00 sec. West

along a lino parallel to the East line

said Southeast ons-quarter a distance of

1320.00 feet to the TRUZ POINT o0

BEGINNING, EXCEPT the South 30.00 feet

thereof.

NOTEs Land refejard to in Book 1884 at

Page 950 described as follow:

BEGINNING at a point 30 feet North and

669 feet West of the southeast corner of

the Southeast quarter of Section 14,

TownshIp 2 South, Range 67 West of the

Sixth P.M., County of Adams, State of

Colorado;

thence North, a distance of 1290 feet, thence West, a distance of 344 feet to an existing pin;

thence South a distance of 1290 feet more or less, to a point 30 feet. North of the

South line of the Southeast quarter of

Section 141 thence East and parallel with

the said South line, a distance of

344 feet to the POINT OF BEGINNING.

That part ot the NE 1/4 of Section 14,

Township 2 South, Range 67, West of the

6th P.M., lying Southeasterly of U.S.

Highvay Io. 6 and Southerly of the South

lines of those tracts of land desc•rbed

in deeds recorded November 5, 1967 in

Book 1361 at Page 76 and June 3, 1982 in

Book 2649 at Page 750,

EXCZPT that portion thereof lying within

Peoria Street and

EXCEPT that portion thereof described in

deed recorded Docenber 19, 1960 in

Book 883 at Page. 556, County of Adams,

State of Colorado.

-3-

SKLAD LM 10.11.1.26 AD 183385-1996.006

SHELL RfR PROPERTY
NOTE: Land referred to in Book 1361 at Page 76, described an follows:

That part of the MX 1/4 of Section 14, Township 2 South, Range 67 West of the

6th P.M., described as follow.:

BEhGIfl'hO at the East Quarter Corner of

said Section;

thence Northerly, along the East line of

said Section, 450 feet; thence Westerly, on an angle to the left

of S9 deg. 40 Win. 08 sea., parallel with

the South line of said NE 1/4, a distance of 990 feet

to the TRUE POIT OF DEGINWINmG

thence Westerly, parallel with said South line, 1296.14 feet to the Easterly right of way line of Colorado state Highway

No. 2; thence on an angls to the right of 131

deg. 46 tin. 00 sec. and along said

Easterly right of way line 1313.94 feet to a point 1430 feet North of the South

line of said ME 1/4.

thence Easterly on an angle to the right of 4B deg. 13 min. 52 sec., parallel with the South line af said ME 1/4, a distance of 417.25 fAet to a point 99o feet West of the East line of said ME 1/4; thence

Southerly, on an angle to the right of 89 deg. 40 sin, 08 sec. and parallel with

said East line, 980 feet to the TRUE

POINT op EEGIuWc.

NoTE: Lan referred to in Bock 863 at Page 556 described as follows:

A parcel of land located in the NE 1/4

Section 14, Township 2 South, Range 67 West, 6th P.K. described as follows.:

BEGINNIOG at a point which'is 2190 feet South and 30 teet West of the Northeast corner NE 1/4 Section 14, Township 2

South, Range 67 West, thence West 630 feet;

thence South 450 feat;

thence East, 630 feet:'

thence North 450 feet; to the POINT OF

BEGINNING.

MOTE: Land referred to in BOOk 2649 at Page 7S3 deacribed as follows:

A parcel of land In the Northeast 1/4 of Section 14, Township 2 South, Range 67 West of the 6th Principal Meridian, Adams

County, Colorado, described as: BEGINIG at the East 1/4 corner of said

Section 14; thence North 00 deg. 00 min. 00 sec. East, on an annmed bearing along the East line of said Northeast 1/4, a distance of 520.00 Cfet;

thence North 89 deg. 40 min; os sec. West, parallel with the South line said

Northeast 1/4 a distance of 30.00 feet to the TRUE POut? OF NEGfIimo:

thence continuing North 39 deg. 40 sin. 08 sec. West, a distance of 960.00 feet; thence North 00 deg. 00 min. 00 sec. East Parallel with the East line of said

SKLD LM 10.11.1.26 AD 183385-1996.007

SHELL RfR PROPERTY
Northeast 1/4 a distance of 910.00 feet;

thence North 89 deg. 40 ain. O0 sec. Went

a-distance of 417.23 feet to a point on

the Easterly right of way line of

Colorado State Highway No. 2:

thence North 42 deg. 04 min 00 sec. East

along said Easterly right of way line a

distance of 250.85 feet:

thence North 42 dog. 24 sin. 20 sec. East

continuing along said Easterly right of

way line a diLtance of 204.10 feet to a

point on the South line of the Public

Service Company right of way; thence

South 89 deg. 32 min. 10 sec. East along said South right of way line a distance

of 1071.55 feet to a point on the West

right of way line of Peoria Street; thence South 00 deg. 00 min. 0O sec. West

along said West right of way line and

parallel with the Cast line said

Northeast 1/4 a distance of 1246.21 feet

to the TRUE POINT OF BEGINNING.

Hoffman Tract

The land conveyed by Warranty Deed dated January 30,

1991, from Clifford R. Hoffman and Joan Hoffman to Shell Oil

Company recorded in Book 3748, Page 201, and more particularly

described as follows:

Block 2, Fischer-Hoe fman Tract

Adams County, Colorado

an known by street and numbar as 9925 Peoria.

. )Eau ! Tract

The land conveyed by Warranty Deed dated January 24,

1991, from Albert L. Haul and Evelyn1'. Maul to Shell Oil

Company recorded in Book 3747, Page 424, and more particularly

described an follows:

That part of the Northeast 1/4 of

Section 14, Township 2 South, Range 67

West of the 6th P.M., described as

follows,

BEGIN•?NrG at a point which Is located

2190 feet South and 30 feet West of the

Northeast corner of said NE 1/41

thence West a distance of 630 feet,

thence South a distance of 450 feet;

thence East a distance of 630 feetr

thence North a distance of 450 feet to

the POINT OF BEGINMNG

Adams County, Colorado

as known by street end number as 10021 Peoria

The land conveyed by Warranty Deed dated February 21,

1991, from Albert H. Ohl* and Barbara J. Ohal to Shell Oil

Company recorded in Book 3755, Page 441, and more particularly described as follows:

A tract of land located in the SE 1/4 of

Section 14, Township 2 South, Range 67

West of the 6th P.M., described as

follows:

SKLD LM 10.11.1.26 AD 183385-1996.008

SHELL RfR PROPERTY
"agirming at a point 30 feet North and

669 feet West of the Southeast corner of

the SE 1/4 of said Section 14, thence

North, a distance of 1290 feet: thence

West, a distaoce of 344 feet to an existing pin; thence south, a distance of

L290 feet; more or less, to a point 30

feet North of the South line of the

9Z 1/4 of sa•d Section 14Us t3ance last

and parallel vith thu said south i-ne, a

distance of 344 feet to the Point of

Beginning. County of Adams, State of

Colorado,

as known by street and number as 11841 E. 96th Avenue.

Werth Trac

The land conveyed by Warranty Dead dated January 30, 1991, from Ronald J. Werth and Virginia A. Werth to Shell 0oi

CompAny recorded in Book 3749, Page 985, and more particularly

described as follovs:

All of Block 2, *Vaq'er Tract

Adams County, Colorado

as known by street and number as 9755 Peoria Street.

The land conveyed by Warranty Deed dated Foebxuay 22,

1990, f, - By== W. HoleaLne to Shell Oil Cosenpay, recorded in

Book 3650, Page 425, and monre particularly deoo.ibed as

follows$

T114V PART OF TH i@UflTTeT I#f4 OF MCTIGN 14. TOW4IUP 2 W4VIM,

ON& *? M1M OrI THC 01W PRZNGZPA4. rn=EDFAK, ^DM miury.

COAL.RAMa MMCSSM U A:V OW; X9Qffl AT m9 SUMTHEAST CORwNM Or

*AID 094TI 3 4, THOCC MM+#V TO 09L0MCE 90 fltRIWg 00 99i4ýQiW

wear as' Am Aarnmt OALns Zw A4.0N ww scum4 LsmE sAtv UQUThAaT

Slt4 A D01rTACC OF t1*. 647 FPT iT "1e Tnum-W7OIT or

a ggINr4IN9* T-ame CaOkimix, tTWH 5,0 aesac Vo I o NIN0r"tZ 90

W6OOS OE ALONO wAID avuTm LiKe xwVEAvT % '4 A vz*57A145 or 013. 2 M91 TO A POXCIT 767.47 PrUT ? SMLi Mr O THEA5IUY m

CO RNER4310 *OVITKEAS I (l 1 f M, IOgIdATo 0 DiRi 04 h ,wlIT

00 MUPtW4 MAINT W.040 A C.11W PoNALL= To iW NEST L.SME KAZU

VTNEAST t14 A 09AM4CL OCW 1=0.00 rEggi NO fl4. @0

VMMMS @o enua00 M SECO D WAST# ,13. sPKI TO A POINT

-gtcfto Is 133. 6P" ra T &=o V TWI EAMT LIE MAd SOU*ThET

I/M T11C5 SUTH 00 06411M a 0I n Itn 09 Mm=D bT "M

L.C PAR3*LUL. TO TM, ta- T IM SAIDGSOUTEA If* 1#4, A DtSTAN@

4W z83. go PWT To T•I Taw POINT Or SlEogeIrm LexST =UTh

WQ. 00 My INEIO. & 

Lflmbert Tr*.gt

That land conveyed by Warranty Died dated August 17,

1989, from Markus H. Laubext and Myra D. Lambert to Shell Oil

Campany, reoorded In Book 3594, Page 10, and =ore particolaily

dencribed am followat

SKLD LM 10.11.1.26 AD 183385-1996.009

SHELL RfR PROPERTY
THAT PART OF THW SOUTHEAST 1/4 WUJf4AST 1/4 OF SECTION 14.

TOWlNSHIP 2 OUTH RANGE 47 16t OF THE 6TH PRINCIPAL MERIDIAN,

"ORE PARTICUJLARLY *0CIZAiED AS FOLLOWS:

COMMENCING AT 7HE SOUTHEAST CORNER OF SAID SECTION 143

THUCE IWORTH ALONG THE EAST LINE OF SAID SECTION 14, A DISTANCE

OF 30 FEETj

THENCE NORTh 89 DOGREEOSS 19 IM1NuT aS.T, A DISTANCE OF 69 FEET

TO THE TRUE POINT OF 8•= EG INN

THENCE NORTH, A DISTANC OF 340. 31 FEET.

THCE SOUTH 89 DEGREES 18 "ZNUMS LAST, A DISTANCE 13F 320 FEWTS

THENCE SOUTH. A .DISTANCE OF 340. 31 FEET.

THENCE NORTH. 09 DEGREES 18 MIINUTES WEST. A DISTANCE OF 320 FEET

TO THE TRitu POINT OF BEDINNIZ. COUNTY OF D JADAM. STATE OF

OLORADM

ARD

THAT PART UF THe SOUTHEAST /4 SOUTHEAST 1/4 OF SECTION 14.

TI"PNI;2P 2 GiVTH RANGE £7 WEST OF THE 6Th PRINCIPAL KPIORDZAN

"IORE FPATICUL•RALY DECARIID AS FOLL0W:

CONUENCINS AT THE SOTWlAST CORNER OF SAID SE~fON 141

THEMCE NOTH ALONG THE EAST LINE OF SAID SECTION 14. A DISTANGE

OF 30 FEET.

THENCE 155. A DPISTANCE OF 30 FECT TO THE TRUE POINT OF

THENCE NORTH 89 GOREES 113 MINUTES lEST. A DISTANCE OF 319

THENCE NORTH, A DISTANCE OF 340.31 FEETs

THENCE NORTH 89 DEGREES LB MZINUTES WZST. A DISTANCE OF 220

FEKE v

'THENCE NORTH, A DISTANCE OF 410. 10 FEET, THENCE WUTHEAUTMI.Y. A DISTANCE OF 6:3. 2 FEET TO A POINT )lHICH

to 30 EXT WEST OF THE EAST LINE OF SAID METION 14 AD WORTH

01 DEu•RES @1 I"IINIPIT EAST A DISTANCE OF 615 FEET FRO" THE' TRU'

POTNT aF" IEGINNINOm

THENCE SOUTH 09 DEGREES 01 MINUTES WEST. A DISTANCE OF 615 FEET

TO THE TRUE POINT OF LE' NINO, COUNTY OF ADANs, STATE WF

COLORA DO.

aelo )=own by street and nuabor am 11921 East 96th Avenue,

Ccmerco City, Colorado

That 2und canveyed by Narranty Dead dated October 19,

1989, from Ronald J.. Maul to Shell Oil CompaMy, recorded in

Dook 3615, Page 7, and -oe particularly d(Iscribed up follows'

PARCEL A:

THAt PORTIVN OF T7W UOUT~IIEST 1/4 OF SECTION 13, TO14W5IP 2

OUtr. RAG 67 MEST OF THE 4TH PRINCIPAL II•ERIDIAN, AVANS

COUNTY. COLMRADO. "LORE PARTICUILARLY DE0NCR IM AS:

COIpwIENOINg AT THE ouITiEoST. carlN OF SAi" D SECTION 13 THENrE

NORTH LON1O.THE WESST LINE OF SAID BECTION 13, A D4IDTAMNC OF

064. 0"F'EETI T•EE DF.ECTIN9 RIGHT 90 DPEOMME A D0ITA4•C OF

30.0 FEET TO TE TM POINT OF EsI iNG THENCE DEFLECTING

RIGHT 40 DEGREES 7 fINtUIES A DISTANCE OF 6i5O FEETI E]NCE

DEFLEFCTINQ LEFT 20 DGES48 11INUTES A DISTANCE OF 575.0

FEET THENCE DEFLETINQ LEFT 9 OEGME 03 JMINIES. A ISTANCE

OF I=0. 0 FEET THECE DEFLECTINo LEFT 10 VOEOW 20 MINlTES, A

D[TANCrE OF 79.0 F ,E TH.M5E DEP.LECT[WO LEFT 1437 DftREE8 6

fIhTITES 49 SECONDS. A UrSTANCE OF 1353.09 PU111 THENCE

VSFL=CTIN, LEFT 42 DF.REE 47 INIlMUES 21 SECUUo, A DISlTAVNCE OF

300.0 FEET, THENCE D-FLECTING LEFT 90 DEGO•ER A DISTAME OF

262.0 FEET TO THE TiRWE POINT OF EOGINNING.

SKLD LM 10.11.1.26 AD 183385-1996-010

SHELL RfR PROPERTY
PARCEL 2:

THAT PART OF ME4 SfOtfHI*4fT 1/4 OF SECTION 13. TOWNSHIP 2 SOUTH.

RANME 67 um OF THE 6114 PRINCIPAL IERIODIM, ADMI5 COUNTY

CoLORAD1O DEgCIIDED AU IEDINN4N0 AT A POINT OR THE OUT LINE

SAID SECTION 1M SAID POINT ICING 1136.4 FOLr M39Tm OF THE

UTqIfWST CURlER UP SATOD SECTION t1o THENCE FAST AT RIGHT

ANGLE% TO MAID WEST LINE OF ICTIOI 13. 330. 0 FEET$ TIWNCJ

CEPLECTINO RIGHT- 90 MOES 10.4 FEETI THENCE DEFLECTINo RIGHT

90 MEOSIES 330. 0 FEET NONE OR. LESS TO A POINT oN 1IM 1A LIINE

OF SAID sECTION Sao 7IpMC NORM 1)41 THES1 LIMN OF SAID

sECTIoN 13C 10. 4 FEET NORE OR LaEw TO TME POInT OF UEGZIN[NO,

EXCEPT THE EST 20. 0 FEE1 OF THE ABO DVECViRZID PROPENTY.

also known by street and rn-ber as 9760 Peoria

That land ConVe4ed by Warranty Deed dated August 17,

1989, free Thema J. Smaldone to Shull Oil Company, recorded

in Book 3594, Page 14, ad viore part.icula.y described am

tollowns

THAT PART OF ME SOUTHWEST 1d4 IV SECtION 13. TOWSHIP 2 S1OUTH.

RANGE 67 WEST OF THE 6TH PRINCIPM. KERIDIANW DECRIBED AS

FOLLOW.S: IEOINNIN@ AT THE 80UT06413 CORNER OF SArvD 5ATIa

t3a THENCE FAST 263&3 FEET ALONG THE SOUTH LINE OF SAID

SECTION 13 TO-THE SOUTH QUARTER CORNEA OF SATD SECTION

Is$ THENCE NORTH.00 DECRIE Oil HNI1JI EAST ALONG THE NORTH-ouTH CENEXIN.E OF SAID SECTION A Otl"NWCS tF 227

F'EET. THENCI NORTH 3 EWGREES 33 rINUTEN WEST A DISTANCE OF

399.6 FEET* THENCE NORTH 72 DECREWE 33 MINUTErIiEST. A" DISTANCE

OF 122 PEED THENCE SOUTH 44 DECREIS 3B ?jINTIE MST A DISTANCE

OF 344 FEXT. THENCE NORTH W? Oi[CRIe 8s2 NUmTE waS A DISTAcsE OF 744 FEET, THENCE NORTH 79 "DR 32 INVMJ WES 417, A.

DISrTANC OF 150 FEED,* 1' g INORTH 70 DEGREES 29 HINIUTES WEST A DISTANCE OF V75 FEET TENC9 NORTH 49 DM.AIES 41 NINUTES S•EST.

A DISTANCE OF 693 .EPr THENCE WORTH 99 DMEREER 46 HINUTES

WST. A DISTANCE OF 30 FET TO THE •EST LINE OR CAID

SECTIW4* THENCE SOUTH 00 DEGREES 12 KTIZNUM uW-. A DISTANCE OF

064 FEET. IIORE CF ESS, To THE POINT OF beIEZIZNG,

EXCEPT

THAT PART OF THE.S+UT164ST 1/4 OF SECTZON 13, TOWNSHIP 2 SOUTh.

ANCE 47 WEST OF THE 4TH PRINCIPAL ECRIVDIAN. DESCRIBED AS

FOLLOWS: BEGINNING AT THM SQJTH GUARTER COuNIR (W SAID SECTION

13, THECE NORTH 00 DENRES of MINMTES EAST Azr4IO@ THU

NORTH-,UrTH CENTERLINE CW SAID SECTION 13 A DI#TANC OF 227

THENCE NORTH 63 DEGREES 33 MINUTIS WEST TO A POINT THAT IN

EXACTL• " 0 FEET WEST OF SAID NORTh-SOUTH CE)TALINE OF SAID

SECTION 13; THENCE SOUTH TO A PI0NT ON THE SOUTH LINE OF SAID SECTION 13 WHICH 19 EXACTLY 60 FEET WEST OF SAID 10471 QUARTER

CORNER OF SAID SECTTON 13t THENCE CAST ALONO BAID GOUTH LINE OF

SAID SECTION 13 A DISTANC. OF 6W FEET TO TIE POINT OF

REOIIINO, COUNTY OF ADAM STATE OF COLORADO.

aloo known by street and mumber an 9610 Peoria

That land coaveyed by Warranty Dead dated August 17,

1989, fr*o Dennis l. Spencer and Patricia L. 8pencer to Shell

oll coop~ay, recorded in Book 3594., Page 12, and xore

partinl~arly desoribed as foXloive

SKLD LM 10.11.1.26 AD 183385-1996.011

SHELL RfR PROPERTY
THAT PART OF THE 8GUFlEAST 1/4 OF SECTION 14# TV^OI[P 2 SWih

RANCE 47 WEST OF TIE 41H PRINCIPAL 1OttIDII, DEpSCRINED AS

WDIW4IN@ AT THE SOUTHEAST CORNER OF SAID NCT1IO4 &41 THENCE RTH 9@ DEOREES 00 MgNUMT 00 UECONIS WEET ON AN ASSUMED .

IEARJt MALO THE SuTH SM NEI OF 841D 11 FIEOUT' 1/4. A DISTANCE

Or S01 .00 PU'T TO THE TiUE POINT OF 6EDI0NOm THENCE

CONTINUI0 NORTH 90 DEMM 00 INiI$rf'S 00 igOM WEST ALONG

SAID SOUTH LINE SOUTISAIT 1/4, A DISTANCE OF $.7 67 FEET TO A

PINT U100. TOU I MANJY Er OF THE BOU74WOT CORNER OF SAID

RoUTH0AT 1/4 THNC NMONT 00 DOKfaueE 05 NIMITES 00 SECONDS

EAST ALOND A LhINE PARAUAA. TO THW LAST LItN OF BAID OUWT"EAST

1/4# A DISTANC Of 9=4L. 0O Fms THENCi NORTm 90 VlQFW8 00

tMfru•s 0 SECONDS EAST 327. 67 FEET TO A POINT WHICH IS

1013.00 FUT WEST OF THE EAST LINE OF SAID SOUTHEAST

9141 THME SOUTH 00 DE1MGE 0o HMINUTES 00 CCONDS NEST ALONU A

LiNE PARALLEL TO THE EAST LINE OF SAID SOUTIWAIT 1/4. A'

DISW•ICE OF 1220.i00 PIST TO THE TRUZ POINT -OF UE@INNPINO,

"EXCEPT TiE GOUTH 30. 00 F"T THIREOF. CWY lOF PADAMS. STATE OF C¢..0UADIO.

SKLD LM 10.11.1.26 AD 183385-1996.012

SHELL RfR PROPERTY
Exhibit 5

Revised License Agreement Between Shell and Army

SHELL RfR PROPERTY
REVISED LICENSE

THIS REVISED LICENSE, effective December 3, 1991, is between

SHELL OIL COMPANY, a Delaware Corporation duly authorized to do business in Colorado ("Shell"), and the UNITED STATES DEPARTMENT

OF THE ARMY ("the Army"). This Revised License supercedes the original License between Shell and the Army which became

effective on August 5, 1991.

RECITAL

A. Hazardous substances may be present on or under the

property located north of Rocky Mountain Arsenal (more fully described in the Revised Exhibit A attached hereto and

incorporated herein (the "Property")) which the Army desires to

address as part of the Interim Response Actions, Remedial

Investigation/Feasibility Study and implementation of the Record

of Decision (ROD) (the "Activities"), for the Off-Post Operable Unit pursuant to the Federal Facility Agreement (the "FFA") and

the Settlement Agreement (the "Settlement Agreement"), both dated

effectively February 17, 1989, among the Army, Shell, et al.

B. Shell and the Army desire to enter into this License Agreement to set forth the terms and conditions under which Shell

is willing to grant the Army access to and use of the Property for the purpose of conducting the Activities.

C. This Revised License has been made necessary by aquisition of additional property by Shell which now becomes part of the property licensed to the Army for its access. The Revised

Exhibit A reflects all property licensed from Shell.

AGREEMENT

In consideration of the foregoing and the agreements stated

herein, the parties hereby agree as follows:

1. Shell grants to the Army, its contractors, subcontractors, and their employees and agents, a nonexclusive license to enter upon and use the Property and related water

rights for the purpose of conducting the Activities. This License shall continue in force until the Activities are completed to the satisfaction of the Army, or until termination

in accordance with Paragraph 14 hereof, and have priority over any other interest Shell may grant to any other party. All other

licenses, interests, or uses of the property, including mineral rights, shall be subordinate to the Activities of the Army herein

provided.

00011551 1736-111-A

SHELL RfR PROPERTY
2. This License is intended and shall be construed to

grant only a nonexclusive license, and not a grant of easement or any other interest in the Property. Except as related to conduct of the Activities on the Property, the Army shall not be

responsible for general operation and maintenance of the

Property.

3. All improvements placed upon the Property by the Army shall be and remain the property of the United States. Upon completion of each of the Activities upon the Property, the Army shall remove any such improvements, as well as tools, equipment or materials placed thereon, unless otherwise agreed to by the

parties. Upon completion of all the Activities, restoration will

be as agreed to by the parties.

4. The Army shall exercise due diligence to keep Shell advised of the Activities being conducted by the Army, its

contractors, subcontractors, employees or agents on the Property. The Army agrees to allow Shell and its employees or contractors

to observe the Activities.

5. Except as expressly set forth therein, nothing in this License shall be construed to modify, waive or affect in any way the rights, obligations and remedies available to the parties under (a) the Settlement Agreement, (b) the FFA, or (c) any other

existing CERCLA-related agreement between Shell and the Army.

6. The Army shall require its contractors that conduct

Activities on the property to maintain as a minimum, adequate insurance to cover the following:

(a) Workers' compensation and occupational disease

insurance in amounts sufficient to satisfy applicable state law;

(b) Employer's liability insurance in the minimum

amount of $500,000 per occurrence; and

(c) Comprehensive general liability insurance for bodily injury, death, or loss of or damage to property of third

persons in the minimum amount of $500,000 per occurrence.

Upon request, each Army contractor shall promptly provide Shell with an original policy or policies of insurance or certificate or certificates of insurance evidencing that it is in

compliance with this paragraph.

7. In the exercise of its rights hereunder, the Army shall

comply with all applicable laws and regulations, and shall

require its contractors to comply with all applicable laws and regulations in connection with the Activities. The Army will be responsible for actions that involve permit issues.

2

SHELL RfR PROPERTY
8. Shell's liability concerning the performance of the

Activities shall be solely as defined by the FFA, the Settlement

Agreement or this License. Any dispute relating to the License

shall be referred to the Program Manager and the Denver Site

Project Manager. If the Program Manager and the Denver Site

Project Manager cannot agree within 30 days, the party initiating the discussions may cause the matter to be submitted to a Shell

Vice-President and the Deputy Assistant Secretary of the Army for

Environment, Safety and Occupational Health for resolution. A

copy of the resolution of any dispute shall be provided to the

District Engineer, U.S. Army Engineer District, Omaha.

9. Except when damage or loss results directly from

activities authorized by or taken pursuant to a Task Plan (as defined in the Settlement Agreement), any property of Shell or the Army damaged or destroyed by the other in connection with the

exercise of the privileges herein granted shall be promptly

repaired or replaced by the party responsible for the damage or destruction to the satisfaction of the party owning such

property. If either party is of the opinion that such repair or replacement is not appropriate, it shall so notify the other, together with a proposed alternative. If the Program Manager and

the Denver Site Project Manager cannot agree within 30 days, the

party initiating the discussions may cause the matter to be

submitted to a Shell Vice-President and the Deputy Assistant

Secretary of the Army for Environment, Safety and Occupational

Health, for resolution.

10. Shell shall not be responsible or liable for injuries to persons or damage to property when such injuries or damage are caused by or result from the Army's or its contractors' use of

the premises under the terms of this License and are not due to

the negligence of Shell.

11. Except as authorized by a Task Plan or otherwise, the

Army and its contractors shall not, as a consequence of

activities after the effective date of this License, release or discharge air emissions, waste, effluent, hazardous substances or contaminants in such a manner that the release or discharge will

unlawfully pollute or contaminate the air, ground (including subsurface strata or water, including groundwater) or become a public nuisance. The Army recognizes and assumes responsibility

for all environmental obligations imposed under applicable environmental laws, regulations, or other such requirements

relating to any contamination of the Property arising from the

conduct of any Activities.

12. The nonexclusive license is effective only insofar as the rights of Shell in the property involved are concerned, and

the Army shall obtain such permission as may be necessary on account of any other existing rights.

3

SI-ELL RfR PROPERTY
13. Any representations or warranties by Shell concerning the Property are as expressed in this License and no other repre~entations or warranties, either expressed or implied, are made by Shell. Shell will record a memorandum of this License in

the appropriate County records.

14. The Army agrees not to interfere unreasonably with

Shell's use of the Property. Shell shall have the right to

terminate this Agreement upon IS0 dayS notice. However, Shell

must continue the operation of all Response Action structures on the Property under the same rerms and conditions and in the same manner of those Response Action structures were operated by the

Army until operation of those Response Action structures is

discontinued pursuant to Section XXXV of the FFA. Any costs incurred by the Army as a result of Shell's termination of this

License shall be considered a Reimbursable Cost of the Army as provided by the Financial Manual.

15. The Army and Shell have agreed to a schedule and method

of payment as compensation by the Army to Shell for this License.

16. This License shall be binding upon the parties hereto

and their respective successors and assigns.

17. All expenditures to be made by the Army under the

provisions of thls License shall be subject to appropriations being available for the purpose.

18. This License is effective on December 3, 1991.

FOR THE DEPARTMENT OF THE 'WRMY FOR SHELL OIL CO Y

$aul W. -J R.D./Gerard

Deputy Assistant Secretary Vice President of the Army-in

OASA (I, L&E)

17 "I 1992 2 3 MAR 1992 April 20, 1992

Date Date

4

SHELL RfR PROPERTY
ERIBXIT 1A

Adams County Joint Venture Tract

The land conveyed by Warranty Deed dated February 25, 1991, from the Adams County Joint Venture to Shell Oil Company and more particularly described as follows:

Southwest Quarter of Section 13,

Township 2 South, Range 67 West, excluding therefrom those tracts of land

described in the following deeds:

1) Book 771 at Page 234

2) Book 1003 at Page 527

3) Book 1037 at Page 479 but including

the east 60 feet of the tract of land

described in said Book 771 at Page 234,

all being in records of said Adams

County.

Commerce City Tract

The land conveyed by Warranty Deed dated October 15, 1991, from the City of Commerce city to Shell Oil Company and more particularly described as follows:

A parcel of land situated in a portion of

Lots 3, 4 and 6, Block 1, ADCO Industrial

Park Subdivision, being a portion of the

Southwest one-quarter of Section 14,

Township 2 South, Range 67 West of the Sixth Principal Meridian, County of

Adams, State of Colorado, more particularly described as follows:

Commencing at the center one-quarter corner of said Section 14, said point

also being the Northeast corner of said

Lot 6, said point being the TRUE POINT OF

BEGINNING; thence South 00"07'25" West

along the East line of said Lots 6 and 3

and along the East line of the Southwest

one-quarter of the Southwest one-quarter

of said Section 14 a distance of 1058.92

feet; thence North 62'32'170 West a distance of 824.60 feet to a point on the

00004433 17 36-1/1-A-a

SHELL RfR PROPERTY
Northwesterly line of said Lot 6, said

point also being on the Southeasterly right of way line of Colorado State

Highway No. 2 and U.S. Highway No. 6; thence the following three courses along the Northwesterly line of said Lot 6 and

the Southeasterly right of way line of said Colorado State Highway No. 2 and

U.S. Highway No. 6; thence North

45'00'480 East a distance of 396.72 feet;

thence North 46"111031 East a distance of

299.95 feet; thence North 431 0 7140 0 East

a distance of 261.54 feet to the

Northwest corner of said Lot 6: thence

South 89"52'35N East along the North line

of said Lot 6 a distance of 58.15 feet to

the TRUE POINT OF BEGINNING, County of

Adams, State of Colorado.

Fischer Tract

The land conveyed by Warranty Deed dated January 30, 1991, from Peggy Nadine Fischer, n/k/a Peggy Nadine Hite, to Shell Oil Company recorded in Book 3748, Page 724, and more particularly described as follows:

Block 1, Fischer-Hoffman Tract

Adams County, Colorado

Hickey Tract

The land conveyed by Warranty Deed dated January 17, 1991, from Michael E. Hickey and Charles E. Hickey to Shell

Oil Company recorded in Book 3746, Page 328 and more

particularly described as follows:

PARCEL A:

The SE 1/4 of Section 14, Township 2

South, Range 67 West of the 6th P.M.

EXCEPT the South 30 feet thereof;

EXCEPT that portion thereof lying within Peoria Street, 96th Avenue and East 100th

Avenue;

EXCEPT that portion thereof lying within the Subdivision of Fischer-Hoffman Tract;

EXCEPT that portion thereof described in

deeds recorded December 19, 1960 in Book

A-2

SHELL RfR PROPERTY
883 at Page 558, August 21, 1969 in Book

1539 at Page 239 and August 28, 1973, in

Book 1884 at Page 850 and

EXCEPT any portion thereof that may lie

Westerly of the West line of that tract

of land described in deed recorded

December 9, 1960 in Book 882 at Page 335.

County of Adams, State of Colorado.

Note: Land referred to in deed recorded

in Book 883 at Page 558 described

as follows:

A parcel of land located in the SE 1/4

Section 14, Township 2 South, Range 67

West, 6th P.M., described as follows:

BEGINNING at a point which is 2640 feet South and 30 feet West of the Northeast corner NE 1/4 Section 14, Township 2

South, Range 67 West;

thence West 960 feet,

thence South 1320 feet,

thence West 1220 feet,

thence South 1290 feet,

thence East 2180 feet,

thence North 2610 feet to the POINT OF

BEGINNING;

NOTE: Land referred to in deed recorded

in Book 1539 at Page 239 described

as follows:

That part of the Southeast quarter of

Section 14, Township 2 South, Range 67

West of the 6th Principal Meridian, Adams

County, Colorado, described as follows:

BEGINNING at the Southeast corner said

Section 14; thence North 90 deg. 00 min.

00 sec. West on an assumed bearing along the South line said Southeast one-quarter a distance of 1013.00 feet to the TRUE

POINT OF BEGINNING;

thence continuing North 90 deg. 00 min.

00 sec. West along said South line

Southeast one-quarter a distance of

1188.57 feet to a point 430.00 feet

Easterly of the Southwest corner said

Southeast one-quarter; thence North

00 deg. 06 min. 30 sec. East along a line

A-3

SHELL RfR PROPERTY
parallel to the West line said Southeast

one-quarter a distance of 1320.00 feet;

thence North 90 deg. 00 sec. 00 mmn.

East, 1189.14 feet to a point which is

1013.00 feet West of the East line said

Southeast one-quarter; thence South 00 deg. 08 2ini. 00 sec. West

along a line parallel to the East line

said Southeast one-quarter a distance of

1320.00 feet to the TRUE POINT OF

BEGINNING, EXCEPT the South 30.00 feet

thereof.

NOTE: Land referred to in Book 1884 at

Page 850 described as follow:

BEGINNING at a point 30 feet North and

669 feet West of the Southeast corner of

the Southeast quarter of Section 14,

Township 2 South, Range 67 West of the

Sixth P.M., County of Adams, State of

Colorado;

thence North, a distance of 1290 feet,

thence West, a distance of 344 feet to an

existing pin;

thence South a distance of 1290 feet more or less, to a point 30 feet North of the

South line of the Southeast quarter of

Section 14; thence East and parallel with

the said South line, a distance of

344 feet to the POINT OF BEGINNING.

PARCEL B:

That part of the NE 1/4 of Section 14,

Township 2 South, Range 67 West of the

6th P.M., lying Southeasterly of U.S.

Highway No. 6 and Southerly of the South

lines of those tracts of land described

in deeds recorded November 5, 1967 in

Book 1361 at Page 76 and June 3, 1982 in

Book 2649 at Page 750,

EXCEPT that portion thereof lying within

Peoria Street and

EXCEPT that portion thereof described in

deed recorded December 19, 1960 in

Book 883 at Page 556, County of Adams,

State of Colorado.

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NOTE: Land referred to in Book 1361 at

Page 76, described as follows:

That part of the NE 1/4 of Section 14,

Township 2 South, Range 67 West of the

6th P.M., described as follows:

BEGINNING at the East Quarter Corner of

said Section;

thence Northerly, along the East line of

said Section, 450 feet;

thence Westerly, on an angle to the left

of 89 deg. 40 min. 08 sec., parallel with

the South line of said NE 1/4, a distance

of 990 feet

to the TRUE POINT OF BEGINNING;

thence Westerly, parallel with said South

line, 1298.14 feet to the Easterly right

of way line of Colorado State Highway

No. 2;

thence on an angle to the right of 131

deg. 46 sin. 08 sec. and along said

Easterly right of way line 1313.94 feet

to a point 1430 feet North of the South

line of said NE 1/4;

thence Easterly on an angle to the right

of 48 deg. 13 min. 52 sec., parallel with

the South line of said NE 1/4, a distance

of 417.23 feet to a point 990 feet West

of the East line of said NE 1/4; thence

Southerly, on an angle to the right of

89 deg. 40 min. 08 sec. and parallel with

said East line, 980 feet to the TRUE

POINT OF BEGINNING.

NOTE: Land referred to in Book 883 at

Page 556 described as follows:

A parcel of land located in the NE 1/4

Section 14, Township 2 South, Range 67

West, 6th P.M. described as follows:

BEGINNING at a point which is 2190 feet

South and 30 feet West of the Northeast

corner NE 1/4 Section 14, Township 2

South, Range 67 West,

thence West 630 feet;

thence South 450 feet;

thence East 630 feet;

thence North 450 feet; to the POINT OF

BEGINNING.

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NOTE: Land referred to in Book 2649 at

Page 753 described as follows:

A parcel of land in the Northeast 1/4 of

Section 14, Township 2 South, Range 67

West of the 6th Principal Meridian, Adams

County, Colorado, described as:

BEGINNING at the East 1/4 corner of said

Section 14;

thence North 00 deg. 00 min. 00 sec.

East, on an assumed bearing along the

East line of said Northeast 1/4, a

distance of 520.00 feet;

thence North 89 deg. 40 min. 08 sec. West, parallel with the South line said

Northeast 1/4 a distance of 30.00 feet to

the TRUE POINT OF BEGINNING:

thence continuing North 89 deg. 40 min.

08 sec. West, a distance of 960.00 feet;

thence North 00 deg. 00 min. 00 sec. East

parallel with the East line of said

Northeast 1/4 a distance of 910.00 feet;

thence North 89 deg. 40 min. 08 sec. West

a distance of 417.23 feet to a point on the Easterly right of way line of

Colorado State Highway No. 2;

thence North 42 deg. 04 min 00 sec. East

along said Easterly right of way line a distance of 250.85 feet;

thence North 42 deg. 24 min. 20 sec. East

continuing along said Easterly right of

way line a distance of 204.10 feet to a point on the South line of the Public

Service Company right of way; thence

South 89 deg. 32 min. 10 sec. East along

said South right of way line a distance

of 1071.55 feet to a point on the West

right of way line of Peoria Street;

thence South 00 deg. 00 min. 00 sec. West

along said West right of way line and

parallel with the East line said

Northeast 1/4 a distance of 1246.21 feet

to the TRUE POINT OF BEGINNING.

Hoffman Trac:t

The land conveyed by Warranty Deed dated January 30,

1991, from Clifford R. Hoffman and Joan Hoffman to Shell Oil

Company recorded in Book 3748, Page 201, and more particularly

described as follows:

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Block 2, Fischer-Hoffman Tract

Adams County, Colorado

as known by street and number as 9925 Peoria.

AL Maul Tract

The land conveyed by Warranty Deed dated January 24,

1991, from Albert L. Maul and Evelyn F. Maul to Shell Oil

Company recorded in Book 3747, Page 424, and more particularly

described as follows:

That part of the Northeast 1/4 of

Section 14, Township 2 South, Range 67

West of the 6th P.M., described as follows:

BEGINNING at a point which is located

2190 feet South and 30 feet West of the

Northeast corner of said NE 1/4;

thence West a distance of 630 feet;

thence South a distance of 450 feet;

thence East a distance of 630 feet;

thence North a distance of 450 feet to

the POINT OF BEGINNING

Adams County, Colorado

as known by street and number as 10021 Peoria

Ohle Tract

The land conveyed by Warranty Deed dated February. 21,

1991, from Albert H. Ohle and Barbara J. Ohle to Shell Oil

Company recorded in Book 3755, Page 441, and more particularly

described as follows:

A tract of land located in the SE 1/4 of

Section 14, Township 2 South, Range 67

West of the 6th P.M., described as follows:

Beginning at a point 30 feet North and

669 feet West of the Southeast corner of

the SE 1/4 of said Section 14, thence

North, a distance of 1290 feet; thence

West, a distance of 344 feet to an existing pin; thence South, a distance of

1290 feet; more or less, to a point 30

feet North of the South line of the

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SE 1/4 of said Section 14; thence East

and parallel with the said South line, a

distance of 344 feet to the Point of

Beginning, County of Adams, State of

Colorado,

as known by street and number as 11841 E. 96th Avenue.

Werth Tract

The land conveyed by Warranty Deed dated January 30, 1991, from Ronald J. Werth and Virginia A. Werth to Shell Oil

Company recorded in Book 3749, Page 985, and more particularly described as follows:

All of Block 2, Wagner Tract

Adams County, Colorado

as known by street and number as 9755 Peoria Street.

dJdafzO

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