EX-10.7


   

Certain confidential information contained in this document,
marked by [***] has been omitted because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

Exhibit 10.7

 

LEASE AGREEMENT

(6200 Bridgehead Road, Oakley, Contra
Costa County, California)
  

THIS
LEASE AGREEMENT (this “Lease”) is dated for reference purposes as of the Effective Date (defined on the signature page), between NP OAKLEY, LLC, a Delaware limited liability company
(“Landlord”), and AMAZON.COM SERVICES LLC, a Delaware limited liability company
(“Tenant”).
  

CERTAIN
TERMS AND DEFINITIONS
  
 
			
	
Building:
	
The building consisting of
approximately 145,503 square feet and commonly known as 6200 Bridgehead Road, Oakley, California, as depicted on the site plan attached hereto as Exhibit A-1, located on the real property more particularly described on Exhibit A-2 attached hereto (the “Land”).

	  
	  
	  

	
Premises:
	
All portions of the Building,
as depicted on Exhibit A-1. Any mezzanine or additional
floors added to the
Premises will not be
included in the rentable
square footage of the Premises.

	  
	  
	  

	
Property:
	
The Premises, the Building, the Land and any sidewalks, driveways,
parking areas and other common areas (if applicable) located on the Land.

	
Tenant’s
Proportionate   Share:
	 100% of the Building; 18.94% of the Park.

	  
	  
	  

	
Park:
	
The development known as Contra
Costa Logistics Center (the “Park”).

	  
	  
	  

	
Lease Term:
	
From the Commencement Date (as defined
below) through the last day
of the one hundred forty-fourth (144th) full calendar month thereafter, subject to
Tenant’s rights to extend the Lease Term; provided, however, if the Lease Term is set to expire between October 1 and March 30 in the final year of the
Lease, the Lease Term will automatically extend through the following March 31, unless Tenant opts out of said extension.

	  
	  
	  

	 Base Rent:
	
See Addendum 1

	  
	  
	  

	 Initial Annual Estimated
	  

	 Controllable Operating Expense
	
$0.46 PSF per year

	
Payments:
	  
	  

	 (estimates only and subject to adjustment to actual costs and expenses according to the provisions of this Lease)
	  
	  

	  
	  
	  

	 Brokers:
	 KBC Advisors Inc. as Tenant’s
brokers; Cushman & Wakefield as Landlord’s broker

	  
	  
	  




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Landlord’s Work:
	

Preparation of the Land, and
improvements to be constructed
by Landlord pursuant to this Agreement, consisting of all above and below grade improvements necessary for construction of the Building and related improvements, construction of
the Building, truck court and
loading and landscaping areas, onsite infrastructure, and all other
improvements on the Land as
described in the Development Agreement between the parties of even date herewith (the
“Development Agreement”)
and as depicted on Exhibit
A and detailed on Exhibit
D to the Development Agreement, and any offsite infrastructure (specifically including those identified on Exhibit O to the Development Agreement), utilities,
and other 

facilities required for Tenant’s Permitted Uses.

	

Permitted Exceptions:
	
The conditions, restrictions, easements and encumbrances affecting the Land and filed of record on the date of this Lease in Contra Costa County, California,
as identified on Exhibit B hereto, and any additional matters permitted by Tenant pursuant to Section 1(a) below.

	  
	  
	  

	
Addenda:
	
1. Base Rent

	  
	
2. Extension Options

	  
	 3. Notice Addresses

	  
	  
	  

	 Exhibits:
	 A-1
	 Site Plan for Premises

	  
	 A-2
	 Legal Description of Land 

	  
	 B
	 Permitted Exceptions

	  
	 C
	 Form of Notice of Lease Term Dates 

	  
	 D
	 Maintenance Obligations

	  
	 E
	 Form of Estoppel Certificate

	  
	 F
	 Form of
Memorandum of Lease 

	  
	 G
	 Form of Limited Parent Guaranty


	  
	
H
	
Environmental Documents

	  
	 I
	 Right of First Offer




 

1.Granting Clause; Commencement Date; Notice
of Lease Term.

 

(a)Grant. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other
terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes and leases from Landlord, the Premises, to have and to hold for the Lease Term, including an exclusive right to use all parking areas, yard and other areas associated with the
Property (that are not subject to the exclusive use of any other tenant) and all easements and rights benefiting the Property, all subject to the Permitted Exceptions and the
terms, covenants and conditions of this Lease. Landlord shall promptly provide Tenant with copies of all notices received
by Landlord pursuant to the Permitted Exceptions. Landlord shall not permit nor voluntarily further encumber the Property, or modify any Permitted
Exceptions, which would materially affect Tenant’s use or business operations or increase Tenant’s
costs, without Tenant’s prior consent.

 

(b)Commencement Date; Notice of Lease Term. The “Commencement Date” shall be the later of (i) September 15, 2020, or (ii) the actual date of Substantial Completion of Landlord’s Work (defined as “Work” in the Development
Agreement), or, if earlier, the date Substantial Completion would have occurred but for a “Tenant Delay” (defined in the Development Agreement).
Following the Commencement Date, Landlord and Tenant shall execute a Notice of Lease Term Dates memorandum in the form attached hereto as
Exhibit C, setting forth the Commencement Date, the rentable square footage of the Premises and the Building, and expiration date of this Lease. The Lease Term for purposes of Section 365(h)(1)(A)(ii) of Chapter 11 of the United States Bankruptcy Code or any similar federal or state legislation shall commence
upon complete execution of
this Lease but measurement of
its duration and the time
for the performance of the
obligations of the parties hereto shall be governed by the other provisions of this
Lease.
  

2.
Acceptance of Premises. Without limiting any of Landlord’s
obligations, representations or warranties
under this Lease, Tenant
shall accept the Premises
in its condition as
of the Commencement Date, provided that Landlord shall cause the Premises to conform to the delivery obligations as set forth in the
Development Agreement, and to be in good order and good operating condition and in compliance with the Permitted Exceptions and all applicable Legal Requirements (as defined below) as of the Commencement Date. Landlord represents and warrants to Tenant that (a) it has the full right and power to execute and perform this Lease
and to grant and convey the estate demised herein, (b) it is the sole fee simple owner of the Property, subject only to the Permitted Exceptions, (c)
the Building is not located on a tax parcel with any other building, (d) there are no zoning, title or other restrictions that in any way prohibit or limit the use of the Premises
for the Permitted Uses, and such uses are permitted at the Premises under applicable zoning regulations, (e) the Premises are not located in a 100-year or 500-year flood plain, (f) intentionally deleted, (g) the City of Oakley, California (the “City”) is the only jurisdiction having permitting authority over the Landlord’s Work, (h) intentionally deleted, (i) as of the 

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Commencement
 Date, Landlord is not aware of and has not received notice of any newly enacted, pending, proposed or threatened Legal Requirement, condemnation proceeding or litigation that would in any way prevent or inhibit the use of the Premises by Tenant as contemplated by this Lease, and (j) it has obtained all required approvals for the
Landlord’s Work including, without limitation, pursuant to the Permitted Exceptions. Landlord represents and warrants to Tenant that it has delivered to Tenant complete copies of any zoning reports relating to the Premises or the Land in Landlord’s possession, Landlord’s most recent title policy or commitment for the Premises and copies of all Permitted Exceptions. To Landlord’s actual knowledge, the Premises has not undergone inspection by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises,
the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of
the Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or
tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises; provided, however, that, Landlord shall have no responsibility for making any required corrections to accessibility violations identified in any CASp report. The foregoing verification is included in the Lease solely for the purpose of complying with California Civil Code Section 1938 and, except as otherwise expressly stated above, shall not in any manner affect
Landlord’s and Tenant’s respective responsibilities for compliance with construction-related
accessibility standards as provided under the Lease.

 

3.Use.
  

(a)Permitted Uses. Tenant may use the Premises for the purpose of receiving, storing, displaying, assembling, shipping,
distributing, preparing, selling, and serving as a pick-up/drop-off location for products, materials and merchandise, including food, grocery and liquor items (including canned and frozen foods, dairy products, fresh fruits and vegetables, and fresh (raw) and prepared meats, fish and
poultry); the parking, storage and use (including driving into and through the Premises for loading and unloading and parking inside of the Premises) of automobiles, trucks, machinery
and trailers, including outdoor loading and unloading; processing customer
returns; light manufacturing, assembly and repairs; general warehouse, office and data center use; printing; making products on demand; ancillary and
related uses for any of the foregoing; and any other use in compliance with Legal Requirements (provided that if the tenant hereunder is an unaffiliated Transferee, then any other use in compliance with Legal Requirements will be allowed, subject to Landlord’s prior consent) (all of the above being “Permitted
Uses”). Tenant may use the Premises twenty-four (24) hours per day, seven (7) days per week, fifty-two (52) weeks per year. Landlord will use reasonable efforts to enforce its rights, and perform its obligations, under any Permitted
Exceptions or other agreements affecting the Premises and shall be obligated to perform all obligations under any Permitted Exceptions. Landlord makes no representations
or warranties regarding any affect that Legal Requirements may have on the Premises related to liquor items.
Notwithstanding the foregoing, as Tenant or its affiliate is licensed to sell alcohol, certain restrictions apply to
contracts with an entity
that imports, manufactures, or distributes alcoholic beverages. During the Lease Term, if Landlord has a direct interest in any business that imports, manufactures, or
distributes alcoholic beverages, Landlord will reasonably cooperate with Tenant with respect to applicable licensing requirements, specifically
tied-house regulations.
  

(b)Compliance with Legal Requirements. Subject to Landlord’s obligations under
this Lease, Tenant’s use of the Premises shall be, at its sole expense, in compliance with all applicable federal, state, county and municipal statutes, ordinances, codes, rules, regulations and requirements (the “Legal Requirements”) that are
applicable only by reason of Tenant’s particular use of and operations at the Premises (as opposed to Legal
Requirements applicable generally to projects in the area); provided, however, that (i) compliance with Legal Requirements does not obligate Tenant to perform Landlord’s maintenance obligations as set forth in Section 10 or undertake any structural changes or structural improvements to the Premises, and (ii) Tenant’s obligations with respect to Hazardous Materials (as defined below) shall be governed by Section 30. Subject to the immediately
preceding sentence, Landlord shall promptly comply with all Legal Requirements applicable to the Premises, regardless of whether compliance necessitates
structural changes or structural improvements. Tenant may contest, by appropriate legal proceedings, the validity or applicability of any Legal Requirements and
Landlord shall cooperate in such contest.
  

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(c)Prohibited Uses. Landlord covenants that no portion of the Property shall be used for a
children’s entertainment or recreational facility.
Landlord shall immediately take all prudent actions to ensure that such uses are  prohibited, including, without  limitation, listing such prohibitions in the leases and occupancy agreements with all tenants and occupants of the Property and taking prompt legal
action as necessary or prudent to enforce such prohibitions. If Landlord fails to take such actions within thirty (30) days after notice from Tenant, Tenant shall have the right to take such
actions on behalf of, and at the cost and expense of, Landlord. In addition, Landlord covenants that, as of the Commencement Date, there are no other uses prohibited under this Section contained in a lease
or occupancy agreement for another tenant or occupant of the Property, and Tenant shall not be bound by any such prohibited uses contained in any future
leases or operating agreements for other tenants or occupants of the Property.

 

4.Base
Rent. Tenant shall pay Base Rent in the amount set forth in the schedule of Base Rent attached hereto as Addendum 1. Tenant
promises to pay to
Landlord in advance, without demand, deduction or set-off
except as otherwise specifically provided under
this Lease, monthly installments of Base
Rent on or before
the first Business Day (as defined below) of each calendar month beginning with the month in which Tenant’s obligation to
pay Base Rent commences as provided in Addendum
1. Notwithstanding the foregoing, the first (1st) payment of Base Rent is due within thirty (30) days after the later of (a) receipt of an invoice from Landlord, together with a current Project Report (defined in the Development Agreement); or (b) the Commencement Date. Landlord and Tenant agree that, as of the Effective Date, the initial schedule of Base Rent reflected in Addendum 1 of this
Lease is an estimate
based on the Developer
Capital Contribution (defined in
the Development Agreement). Upon determination of the Actual
Cost (defined in the Development Agreement), and if a cost savings in, or deduction against, the cost of
construction is realized, and Tenant is entitled to a reduction in Base Rent pursuant to the Development Agreement, then, Landlord and Tenant will enter into a lease amendment to set forth a revised Base Rent schedule. [LANDLORD RESERVCES RIGHT TO COMMENT IN CONNECTION WITH DA] Payments of Base Rent for any fractional calendar
month shall be prorated. All payments
required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from time to time specify in writing) shall be made
by Electronic Funds Transfer of immediately available federal funds
at such place within
the continental United States
as Landlord may from
time to time designate
to Tenant in writing.
Tenant shall have no
right at any time to
abate, reduce, or set-off any rent due hereunder except as may be expressly provided in this Lease. “Rent” means Base Rent and any other amounts payable by Tenant under this Lease, within the meaning of California Civil Code Section 1951(a).
  

5.Intentionally Omitted.
  

6.Operating Expenses.
  

(a)Payment of Operating Expenses. Beginning on the Commencement Date, during each month of the Lease Term, on the same
date that Base Rent is due (or would be due if Base Rent is abated for said month), Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as reasonably estimated by Landlord (which estimate Landlord may revise not more than two (2) times per calendar year and for which Landlord shall provide at least thirty (30) days’ notice before
such revision becomes effective), of Tenant’s Proportionate Share of Operating Expenses (as defined below) payable for the Premises for the applicable calendar
year. Payments thereof for any fractional year or calendar month shall be prorated. The first month’s
installment of the Initial Annual Estimated Operating Expense Payments shall be due and payable together with the first payment of Base Rent. Landlord shall
apply such amount against Tenant’s obligation to pay Operating Expenses in accordance with this Lease. The term “Operating Expenses” means, subject to the restrictions or specific allocations of cost set forth in this Section 6 and elsewhere in this Lease, all reasonable costs and
expenses incurred by Landlord with respect to the maintenance of the Premises, including those items listed on
Exhibit D as “Landlord Maintenance Obligations – Operating Expenses (Recoverable)”,
but excluding those items listed on Exhibit D as “Landlord Maintenance Obligations –
Capital Improvements (Non-Recoverable)”; the Taxes (as defined below) and fees payable to tax consultants and
attorneys for consultation and contesting Taxes; insurance; charges or
assessments of any association to which the Premises are subject;
property management fees payable to a property manager, including any affiliate of Landlord, not to exceed 2% of Base Rent.

 


(b)Operating Expense Exclusions. Notwithstanding anything to the contrary in this Lease, in no event shall Tenant have any obligation to perform, pay directly, or reimburse Landlord,
as Operating Expenses, for any of the following items: (1) costs incurred in connection with the original construction or subsequent
reconfiguration or upgrade of the Building or the Premises; (2) costs of correcting defects in the design or construction of
the Building or the material used in the construction of the Building, Landlord’s Work (including latent defects), provided that for the 

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purposes of this clause (2) conditions (not occasioned by design or construction defects) resulting from ordinary wear and tear and use shall not be deemed defects; (3) real estate brokers’ commissions, renovations or tenant improvements, or other costs incurred for attracting tenants or with
respect to other rentable area; (4) costs resulting from the negligence or willful misconduct of any Landlord Party (as defined below) or the default
of Landlord under this Lease or any other agreement affecting Landlord or the Premises; (5) legal, accounting or professional
fees and
costs incurred in connection with lease negotiations, the audit of
any Landlord
financial materials
and requests related to any assignment or sublease; (6) interest and principal payments or other amortization or
depreciation charges
on the
Premises (including
the Building
systems and
equipment) or
the indebtedness
of Landlord; (7) overhead and profit paid
to subsidiaries or affiliates of Landlord for management or other services for supplies or other materials to the extent the amounts incurred are in
excess of those which would have been reasonably incurred if such supplies or services were obtained from unrelated third parties; (8) voluntary
contributions to any political or charitable
persons or
entities; (9)
costs for
the acquisition
of sculpture,
paintings or
other art
objects; (10) advertising, marketing and promotion costs; (11) costs associated with the operation of the corporation or other entity that
constitutes Landlord,
as distinguished
from costs of operation
of the
Premises; (12)
costs for which Landlord is
entitled to
reimbursement under
warranties or by insurance companies, other tenants,
or other
third parties;
(13) reserves; (14) costs incurred to
comply with Environmental Requirements (as defined in Section 30) or to investigate, remove, remediate, or respond to any claim related to Hazardous
Materials (but Tenant’s responsibility for Hazardous Materials brought onto the Premises by any Tenant Party (as defined below) shall be governed
by Section 30); (15) costs of capital repairs or replacements, except for (i) costs of repairing or replacing Building systems if necessary in order
to comply with Legal Requirements adopted after the Commencement Date of this Lease, (ii) costs of repairs or replacements of Building systems that result in savings in other Operating Expenses, but only to the extent that the amortized annual amount of the cost of the repairs or replacements does not exceed the resulting savings in any calendar year and (iii) those items listed as capital improvements and recoverable on
Exhibit D; provided, that the costs
of any capital repairs or replacements that are permitted to be included in Operating Expenses shall accrue interest at a
rate of six percent (6%) per annum
and be
amortized in
equal monthly
installments over
their useful
lives in accordance with generally accepted accounting principles (“GAAP”), consistently applied; (16) the costs and expenses
incurred in leasing equipment or systems that would ordinarily constitute a capital expenditure if such equipment or systems were purchased, to the
extent such rental charges exceed the amortization charge, if any, that would have been permitted had the item been purchased; (17) costs of repairs or
other work necessitated by fire, windstorm or other casualty and/or costs of repair or other work necessitated by the exercise of the right of
eminent domain; (18) the cost of
insurance coverages
not generally
carried by
landlords of
similar buildings
in the area; (19) insurance deductibles in excess of $100,000 for any one event, and co-insurance payments; (20) interest or penalties due to the late payment of taxes, utility bills or other costs; (21) the costs, including fines, penalties, and legal
fees incurred, due to violations by any Landlord Party, or any other tenant or occupant of the Building of Legal Requirements, the terms
and conditions
of any lease pertaining to the Building, or any other contract,
or title
matters; (22) any amount paid to an owners’ association of which the Premises are a part or paid in connection with any covenants, conditions, and restrictions or other title matters affecting the Premises (including, without limitation, the Permitted Exceptions) if such costs would be excluded from Operating Expenses pursuant to other provisions of this Section 6; (23) rent under any ground lease or master lease; (24) costs incurred in connection with the financing or transfer of the Building or the Premises (including the cost of any
lender’s policy of title insurance) or any interest therein; (25) the cost of any action that is specifically Landlord’s expense under this
Lease or any costs for which Landlord is required to pay or reimburse Tenant (including the cost of any repairs or replacements covered by Landlord’s express warranties set forth in this Lease); (26) expenses that are separately metered or calculated for the Premises, and that are billed separately to Tenant or one or more other tenant(s), as
applicable; (27) wages, salaries and other compensation paid to personnel above the grade of property manager; (28) rates paid on service or other contracts to the extent the cost thereof exceeds average market costs for such services of comparable quality in comparable buildings and any termination fees related to any such contracts; (29) Landlord’s general overhead and any other
expense not
directly related
to the
Premises; (30)
costs incurred
in contesting
Taxes or
Legal Requirements
except to the extent the costs do not exceed the resulting savings; (31) property management fees in excess 

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of 2% of Base Rent; (32) to the extent not already covered above, any maintenance obligations of Landlord listed as capital improvements and non-recoverable on Exhibit D attached hereto; and (33) any items that Landlord is obligated to repair
pursuant to Section 10 and are expressly stated to be done at the sole expense of Landlord. Landlord will not collect or be entitled to collect more than one hundred percent (100%) of the Operating Expenses actually paid by Landlord in connection with the operation of the Premises in any calendar year. Furthermore, Tenant shall not be obligated to pay for Controllable Operating Expenses in any subsequent year to the extent
Tenant’s Proportionate Share of Controllable Operating Expenses
for such
year exceeds
one hundred
five percent
(105%) of the Controllable Operating Expenses payable by Tenant for the
immediately preceding year, determined on a cumulative basis. Notwithstanding the foregoing, any cap on
Controllable Operating Expenses shall
“reset” during the first (1st) year of any
Extension Term,
and Tenant
shall be
obligated to
pay actual
Controllable Operating
Expenses during
said year; provided, that the foregoing
cap on Controllable Operating Expenses shall again be effective (subject to said “reset”) during the remaining years of
such Extension
Term. For
purposes of
this Section,
“Controllable Operating Expenses” shall mean all Operating Expenses as set
forth in this
Section 6, except for:
Taxes; those items
listed on Exhibit D as
either “Landlord
Maintenance Obligations – Operating Expenses (Recoverable)” or “Landlord Maintenance Obligations – Capital Improvements (Recoverable)” and identified thereon as not controllable; utility costs; and insurance premiums. Controllable Operating Expenses shall be
determined on a cumulative and compounded basis. For the purposes of determining the cap in the second Lease Year, the Controllable Operating Expenses
for the first Lease Year shall be deemed to be the greater of (i) $0.46 per rentable square foot of the Premises, and (ii) the actual Controllable Operating Expenses during the first Lease Year.

 

(c)Reconciliation of Operating Expenses. On or before ninety (90) days following the end of each calendar year, Landlord shall deliver to Tenant a detailed reconciliation
statement (the “Reconciliation”) showing the calculation of the actual Operating Expenses for the prior calendar year along with reasonable supporting documentation, including a detailed general ledger. If Tenant’s total payments of Operating Expenses for any year are less than Tenant’s Proportionate Share of actual Operating Expenses for such year, then
Tenant shall pay the difference to Landlord within thirty (30) days after demand, and, if more, then Landlord shall retain such excess and credit it against
Tenant’s next payments of Tenant’s Proportionate Share of Operating Expenses or, if Tenant so requests, refund it to Tenant within thirty (30) days after demand, which obligation shall survive
the expiration or termination of the Lease Term. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date (except that Tenant’s
obligation to pay Operating Expenses shall not commence until
payments of Base Rent commence pursuant to Addendum
1), and the last year, which shall end on the expiration of this Lease.
  

(d)Right to Audit. Tenant will be entitled from time to time to audit and verify the Reconciliation to assure that the Operating Expenses from time
to time reported by Landlord are in keeping with the provisions of this
Section 6; provided that
such audit is performed by
Tenant or a designated representative of Tenant performing audits for Tenant or its affiliates on a national or regional basis. Upon Tenant’s request to audit the Reconciliation (which request must be made within one hundred and eighty (180) days following Tenant’s receipt of the Reconciliation or any correction thereof), Landlord shall make available to Tenant electronically, or at Tenant’s election, at the Premises or
Landlord’s designated office, for photocopying by Tenant (or Tenant’s employee or designated representative), invoices of expenditures, as well as other standard Landlord reports, for the
expenses as provided in the Reconciliation (as well as for prior years, for purposes of evaluating compliance with the limitations on increases in Controllable
Operating Expenses). Landlord’s books and records shall be kept in accordance with GAAP, consistently applied. Landlord may correct any Reconciliation within one hundred
and eighty (180) days after
it is initially issued, but may not further correct it thereafter, except in the event that the correction would result in a credit to Tenant or that the Reconciliation of Taxes may occur at any
time within three hundred and sixty-five (365) days following the final determination of the Taxes owed. Tenant’s right to receive the Reconciliations and
perform the audit shall survive
the termination or expiration of this Lease. In the event of any errors, the appropriate party will make a correcting payment in full to the other party within thirty (30) days after the determination
and communication to all parties of the amount of such error. In the event of any errors on the part of
Landlord costing Tenant in excess of three percent (3%) of Tenant’s actual Operating
Expense liability for any calendar year, Landlord will also,
within the above thirty (30)-day period, reimburse Tenant for the costs of an audit reasonably incurred by Tenant up to a maximum reimbursement of Five Thousand and
00/100 Dollars ($5,000.00).
  

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(e)Annual Estimates. On or before December 1 of each year during the Lease Term, Landlord
shall deliver to Tenant a detailed statement showing the calculation of the estimated Operating Expenses
for the subsequent calendar year, along with a detailed
explanation in the event of an increase in any line item relative to the previous year’s estimate. At a minimum, such statement shall contain a separate line item estimate of each general ledger account estimated
to contain Operating Expenses for the subsequent year.

 

7.Utilities
. Tenant shall pay for all water, electricity, telephone, sewer, sprinkler services, refuse and trash collection used on the Premises by Tenant during the Lease Term, together with any taxes, penalties, surcharges or the like on such utility
charges. Landlord shall cause the normal and customary utility services
(electricity, telephone, fiber optics, water and sewer, but not gas) to be stubbed into the Premises at a location determined by Tenant and otherwise in accordance with the plans and specifications delivered to Landlord prior to the execution of this
Lease and shall not
take any action to
discontinue such utility services throughout the Lease Term.
Landlord shall cause the
Premises to be separately
metered for all utilities
prior to the Commencement
Date at Landlord’s cost and expense. Water, sanitary sewer, and electric service shall be placed in Tenant’s name. To the extent any utility cannot be sub-metered to the Premises, Tenant shall pay Tenant’s
Proportionate Share of said utility cost as a non-controllable Operating Expense. Tenant shall further be entitled
to alter, increase, upgrade, remove or reconfigure any utilities as reasonably necessary for Tenant’s use of the Premises. Any incentives or rebates related to any utilities corresponding to Tenant’s occupancy of the Premises shall be fully payable to Tenant or immediately remitted to Tenant if received directly by Landlord.

 

8.Taxes. Landlord shall pay all real estate taxes, assessments and governmental charges (except to the extent of any tax abatements received by Tenant as part of an economic incentive package) (collectively referred to as “Taxes”) that are payable with respect to the Property during the Lease Term, which shall be included as part of the Operating Expenses charged to Tenant. Landlord
shall forward to Tenant a copy of all notices, invoices and statements relating to the Taxes. Upon notice to Landlord, which must be provided no later than five (5) days prior to the applicable deadline, Tenant (acting on behalf of Landlord) shall have the right to contest by appropriate legal
proceedings the amount, validity, or application of any Taxes or liens thereof. If Tenant exercises its rights under the preceding sentence, (a) Tenant shall have the exclusive right (at Tenants sole cost and expense) to select any counsel
or consultants to effect such contest and to control the institution and prosecution of such contest (including any settlement or withdrawal of the contest), (b) Landlord shall have no right to settle or withdraw such contest or
otherwise control Tenant’s prosecution of such contest, and (c) Landlord shall reasonably cooperate with Tenant’s institution and prosecution of any such contest and will execute any documents reasonably required therefor. If
Tenant does not exercise its rights under the first sentence of this Section to contest any Taxes, Landlord may contest such Taxes. If Landlord exercises its rights under the
preceding sentence, it shall notify Tenant as soon as reasonably practicable that it has undertaken to contest such Taxes. All reductions, refunds, or rebates of Taxes paid or payable by Tenant as an Operating Expense shall be refunded by Landlord to Tenant (less costs or expenses incurred by
Landlord) whether as a
consequence of a Tenant
proceeding or otherwise. For
the avoidance of doubt,
nothing in this Section
is intended to cause
Tenant to be treated
as an agent of
Landlord for any purpose.
In no event shall
Tenant be liable for any estate taxes, inheritance taxes, transfer, gift or franchise taxes, gross receipts taxes of Landlord, “roll- back” or
similar taxes attributable to
periods before the Lease
Term, federal, state or
local income taxes, tax
in lieu of net income tax, penalties or interest other than those attributable to Tenant’s failure to comply timely
with its obligations pursuant to this Lease, tax that is or may be imposed against the rents payable under this Lease or upon Landlord’s income or profits, nor special assessments incurred as a result of the initial construction or subsequent enlargement of the Premises. If any tax for which
Tenant is liable hereunder is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such
times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes levied or assessed against any personal property of Tenant placed in the Premises, whether levied or assessed against Landlord or Tenant. Landlord shall pay (and such amounts shall not be included in Operating Expenses) any transfer taxes or recording fees imposed by any governmental agency or municipality with respect to (i) this Lease,
any memorandum of this Lease, any amendment, modification or extension of this Lease, any transfer occurring with regard to this Lease, any
financing of Landlord’s interest in the Premises, or the exercise of any options granted under this Lease; or (ii) any transfer of any
interest in the Premises or direct or indirect interests in Landlord. If any Taxes may be paid in installments, Landlord shall pay the Taxes in the maximum number of installments
permitted by law, and Tenant’s obligation to pay such Taxes as part of Operating Expenses shall be limited to each installment or prorated
share thereof due and payable during the Lease Term. Landlord hereby represents and warrants to Tenant that, as of the Closing Date, all real
estate taxes of any kind applicable
or owing to the
Land (including but not
limited to, actual taxes,
penalties, late payments and
interest) have been paid
and that no amount is
delinquent.
  

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9.Insurance.

 

(a)Landlord’s Insurance. Landlord shall maintain all risk (also known as “special causes of loss form”) property insurance covering the
full replacement cost of
the Building and the
Premises (excluding any Tenant- Made Alterations (as defined
below)) and including ordinance or law coverage and commercial general liability insurance including Tenant as an additional insured, and meeting the requirements for commercial general liability insurance set forth in Section 9(c). All such insurance shall be included as part of the Operating Expenses charged to
Tenant, to the extent permitted by Section 6. Landlord may satisfy its obligations under this Section 9(a) through one or more blanket policies, in which case the cost of such insurance allocable to the Premises will be reasonably determined by
Landlord based upon the insurer’s cost calculations. Tenant will not
use or permit the Premises
to be used for any
purpose or in any manner that would void Landlord’s insurance and Landlord shall provide Tenant with notice if Landlord becomes aware that any such use will void Landlord’s insurance;
provided that this sentence shall not be deemed to prohibit the Permitted Uses. Tenant
shall also
reimburse Landlord
for any
increased premiums
or additional
insurance that
Landlord reasonably
deems necessary
as a result of Tenant’s use of
the Premises
for other
than the
Permitted Uses.
Tenant may
elect, upon
ninety (90)
days’ prior
notice to
Landlord, to
maintain, at
Tenant’s sole
cost, all
risk (or
“special form”) property insurance covering the full replacement cost of the Building and all other structures and improvements on the
Land, including any Tenant-Made
Alterations, subject to
industry-standard terms and conditions, and (i) Landlord will not have any obligation to
maintain property
insurance after
the date set
forth in Tenant’s notice; and (ii) any
costs incurred by Landlord in connection with property insurance
relating to
the
Building and
all other
structures
and improvements on the Land after the date set forth in Tenant’s notice will be excluded from Operating Expenses. Landlord and mortgage lienholder will be
included as
loss payees,
as their
interests may
appear, on
policies covering
the Building
and all
other structures and improvements on the Land. If Tenant proposes property insurance
with lesser
coverage
terms than
what is
carried by Landlord at the time of Tenant’s initial notice (or what Landlord would have carried upon Substantial
Completion of the Building based on similar buildings in its (or its parent entity’s) portfolio), then Tenant will submit such proposed property insurance for Landlord’s approval.
In the
event
Tenant
does not
carry the
property insurance required hereunder after
its election
to take over such insurance, then
Tenant will
be responsible
for costs of the type
that would have been insured by Landlord’s
property insurance. Additionally,
if
Landlord becomes aware that Tenant is not carrying the property insurance
required hereunder, Landlord shall have the right to immediately recommence carrying property insurance
on the
Building and
all other
structures and
improvements on
the Land
(excluding any
Tenant-Made Alterations), and Landlord may
also recommence including in Operating
Expenses
any costs
incurred by
Landlord in
connection
with
property insurance relating to the Building and all other structures and improvements on the Land.
  

(b)Tenant’s Insurance. Tenant, at its expense, shall maintain from and after the Commencement
Date or any earlier date upon which Tenant enters or occupies the Premises or any portion thereof: all risk (or “special causes of loss form”)
property insurance covering the full replacement cost of all Tenant’s Property (as defined below) and Tenant-Made Alterations installed or placed in the
Premises by Tenant at Tenant’s expense; worker’s compensation insurance with no less than the minimum limits required by law; employer’s liability insurance with limits of no less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit
for bodily injury by disease; and commercial general liability insurance covering liability arising out of Tenant’s operations with respect to the Premises, which commercial liability insurance shall include Landlord as an additional insured. Landlord may from time to time require reasonable increases in any such limits consistent with the insurance being
required by institutional owners of similar projects in the
area.
  

(c)Insurance Generally. The commercial general liability policies
required of each party
shall provide coverage on an occurrence basis with a per occurrence limit of not less than $5,000,000, which limit may be satisfied by any combination
of primary and excess or umbrella policies, and shall insure on an occurrence and not a claims-made basis and provide contractual liability coverage. All
insurance policies shall be issued by insurance companies authorized to do business in the state in which the Premises are located and have a Best’s rating not
less than A-. Landlord shall deliver certificates evidencing such policies to Tenant, upon Tenant’s request, at the
commencement of the Lease Term and at each renewal of said insurance.
For evidence of Tenant’s policies required hereunder, Landlord is directed to Tenant’s memorandum of insurance at www.amazon.com/insurance.

 

(d)
Waiver of Subrogation. Notwithstanding any other provision of this Lease, Landlord and Tenant each waives its right against the other party (the “Benefitted Party”) for any loss of, or damage to, any of the 
 8







   

waiving party’s property located within the Building or upon, or constituting all or a part of, the Building, in each case to the extent the loss or damage is or would be covered by the ISO special causes of loss form (CP 10 30) with
the property in question insured for the full replacement
cost, whether or not the waiving party actually carries such
insurance, recovers under such insurance, or self-insures the loss or damage, and whether or not the loss
is due to the negligent acts or omissions of the Benefited
Party, or its members, partners, managers, affiliates, contractors or subcontractors or its or their officers, directors, employees, agents or invitees, except the waiver in this sentence
will not apply to the extent the loss or damage arises from
the gross negligence or willful misconduct of the Benefited
Party or its members, partners, managers, affiliates, contractors or subcontractors or its or their
officers, directors, employees, agents or invitees. Each party’s waiver in this Section 9(d) includes a waiver of the
right to recover any deductibles and self-insured retentions
incurred by such waiving party in connection with a loss to which the waiver in this Section 9(d) applies. The mutual waivers in this Section 9(d) shall be in addition to, and not in limitation or derogation of, any other waiver or release contained in this Lease with
respect to any loss of, or damage to, property of the parties hereto. Each party shall ensure that its property insurance policy required under this Lease permits the waiver in this Section, so that
such party’s
waiver will
not invalidate
or impair any of its
coverage, and
shall upon request
provide the other party with evidence of such
arrangements.
  

(e)Right to Self-Insure. Notwithstanding anything
in this Section 9 or
otherwise in this Lease to the contrary, so long as the
originally named Tenant or a permitted Transferee (as defined below) is the tenant-in- possession, Tenant may elect that Tenant Guarantor self-insure on behalf of Tenant some or all of the risks covered by the insurance that it is otherwise obligated to
maintain under the terms of
this Lease, and upon such
election Tenant will be excused from its obligation to obtain third-party insurance for the
self-insured risks. All amounts that are paid or are required to be paid and all loss or damages resulting from risks for which Tenant has elected to self-insure shall be
subject to the waiver of subrogation provisions of this Section 9 as to property insurance and shall not limit Tenant’s indemnification obligations set forth in Section 18. Notwithstanding anything in this
Section 9 to the contrary,
Tenant shall have the right at any time, on reasonable prior notice to Landlord, to terminate its self-insurance program and provide third-party insurance
as otherwise required by this Section 9 so long as evidence of such third-party policies are delivered to Landlord prior to termination of Tenant’s self-insurance program. At any time when Tenant
elects to self-insure any required coverage, Tenant shall provide Landlord and Landlord’s lender, if any, with memoranda of self-insurance specifying the extent of
self-insurance coverage hereunder.
  

10.Landlord’s Maintenance and Repairs.

 

(a)Landlord Obligations Generally. Subject to Section 15, Landlord shall, at its sole cost and expense, maintain, repair and/or replace, as
necessary, the structure of the Building, the structural elements
of the roof, the roof membrane (provided, however, that routine preventative maintenance and repair of the
roof membrane may be included as part of Operating Expenses to the extent permitted under Section 6), the parking areas (provided, however, that routine
preventative maintenance and repair of the parking areas may be included as part of Operating Expenses to the extent permitted under Section 6), slab, foundation, and exterior walls of the Building
(provided, however, that routine preventative maintenance and repair of the exterior walls may be included as part of Operating Expenses to the extent permitted
under Section 6), and those items listed on Exhibit D as “Landlord Maintenance Obligations – Capital Improvements (Non-Recoverable)”.

 

In
 addition, as part of Operating Expenses to the extent permitted under Section 6, Landlord shall maintain, repair and/or replace, as necessary, in good repair, reasonable wear and tear excluded, all
portions of the Premises not required to be maintained by Tenant pursuant to Section 11, including those items listed on Exhibit D as “Landlord Maintenance Obligations – Operating Expenses (Recoverable)”; Building systems, except to the extent listed on Exhibit D as “Tenant Maintenance Obligations”; systems for drainage of water from the roof, including
systems that are underground or behind wall or otherwise concealed; termite eradication and exterior pest control (subject to Tenant’s rights under Section 3(c) of this Lease); any pipes,
ducts, wires, mains and conduits that do not serve the Premises exclusively; and the parking areas, common areas and other exterior portions of the Premises,
including driveways, alleys, landscape and grounds surrounding the Building;
except to the extent
listed on Exhibit D
as “Landlord Maintenance Obligations – Capital Improvements (Non-Recoverable)”. Landlord’s maintenance, repair and replacement activities shall be at a level substantially similar to the level of maintenance,
repair and replacement standards that are typical in other similar class buildings that are located in the market in which the Premises are located. Further, Landlord warrants the operation of the entire Premises, including all Building systems, including the existing HVAC owned by Landlord,
electrical, sprinkler, plumbing and lighting (but excluding Tenant’s
Property) until the end of the twenty-fourth (24th) full calendar month of the Lease Term, and any repairs and replacements (other than routine maintenance, which shall be performed by Tenant if such maintenance is within the scope of Tenant’s responsibilities 

9
 





   

pursuant to Section 11) during such period shall be performed by Landlord at Landlord’s sole expense; provided, however, that such warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the misuse of, or damages caused by,
Tenant. With respect to any Landlord repair and maintenance work performed by Landlord as provided in this Section,
Landlord shall use commercially reasonable efforts not to
interfere with Tenant’s use of the Premises, perform such work in a good and workmanlike manner, in compliance with all safety and other Legal Requirements, and diligently prosecute such work to completion (including the restoration of any portion of the Premises, or any Tenant-Made Alterations, Tenant Property and fixtures that were disturbed by Landlord to complete such work). Additionally, Landlord shall not locate any new ducts, pipes, mains,
wires or conduits in any part of the Premises without Tenant’s consent. In addition to the foregoing obligations, Landlord shall be responsible, at its expense, for correcting latent and
structural defects throughout the Lease Term, and for deferred
maintenance costs during the initial thirty-six (36) months of the Lease Term. In the event Landlord shall deem it necessary to complete any maintenance, repairs, inspection or replacement of the roof of the Building (including the roof membrane) (collectively, the “Landlord Roof
Repairs”), Landlord shall provide reasonable advance notice to Tenant (but in no case shall such notice be provided less than thirty (30) days prior to the scheduled work of Landlord, except in the event of an emergency) of the Landlord Roof Repairs to be completed and identify the portions of the Energy and Communications Equipment that will be
required to be removed to complete such Landlord Roof Repairs
(each, a “Roof Maintenance Notice”). Upon
receipt of a Roof Maintenance Notice, Landlord and Tenant
shall promptly work in good faith to create a plan for relocation of the applicable portion of the Energy and Communications Equipment and Tenant shall complete such relocation of such portion of the Energy and Communications Equipment at Tenant’s sole cost and expense in
accordance with such plan, Landlord hereby agreeing to perform
such Landlord Roof Repair diligently and in a manner so as to minimize disruption to the remaining portions of the Energy and Communications Equipment (and so as to allow Tenant, following completion of Landlord’s Work, promptly to restore those portions of the
Energy and Communications Equipment that had been
temporarily relocated).

 

Notwithstanding anything herein to the
contrary, with respect to any maintenance work to be performed hereunder by Landlord that (i) is an Operating Expense, (ii) costs greater than $10,000.00, and (iii) is
not subject to an existing
service contract, Landlord shall obtain at least three (3) bids for such work and provide evidence of the such bids to Tenant. Tenant may thereafter elect, so long as it provides to Landlord written notice of
same within fifteen (15) days following Tenant’s receipt of the bid evidence, to perform such maintenance.
Notwithstanding the foregoing, this paragraph shall not apply to repairs or maintenance that constitutes an emergency threatening imminent damage to persons or property.

 

Notwithstanding the foregoing, but subject to
Section 9, the cost and expense of any repairs, replacements, or other work necessitated in any material respect by the negligence or willful misconduct of, Tenant
or Tenant’s agents, servants, directors, officers, employees, contractors, customers, invitees and others, shall be paid by Tenant.

 

(b)Safety Issues. Landlord shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs as
may be prudent under the circumstances to ensure the safe completion of any work performed by Landlord hereunder and compliance with all applicable health and safety
regulations. Landlord is solely responsible for and has control over the means, methods, techniques, sequences, and procedures used (“Techniques”) by Landlord’s personnel, contractors, and subcontractors to perform such work. Specific instructions concerning Techniques as may be
provided by Tenant, if any, do not discharge Landlord’s responsibility. Landlord will evaluate the safety of any such instructions and ensure that
reasonable precautions are undertaken for the safety of persons or property at the Premises in all areas where such work is performed. If Landlord determines that any Techniques may not be safe or may not be in compliance with applicable health and safety regulations, Landlord shall give timely written notice to
Tenant and shall not proceed with the applicable portion of such work making use of such Techniques. Services and Techniques shall be performed in strict
accordance with all Legal Requirements, including Occupational Safety and Health Administration
regulations, bearing on the health and safety of persons or their protection from injury.

 

(c)
Interruption of Tenant’s Operations. If Landlord desires to do any work (for maintenance or repairs or otherwise) that would require an interruption of power or any other utility to the Premises (including, without limitation, interruption of any Energy
and Communications Equipment) or cause any interference with Tenant’s operations or access to the Premises, the following requirements shall apply (except in the event of any emergency or event beyond Landlord’s control that precludes compliance with one or more of the following requirements, in which case Landlord shall comply with the requirements to the extent reasonably possible): (i) no such
work may occur during the period from November 1 to January 15, or June 15 through July 31 (the “Holiday
Season”) without Tenant’s 

10
 





   

consent, (ii) Landlord shall give Tenant not less than thirty (30) days’ advance notice of such planned work, (iii) such work may only occur during times reasonably approved by Tenant (and the parties agree it shall be reasonable for Tenant to require that such work occur outside of normal business hours), (iv) any
such interruption
may not be for more than four (4) hours in length, and (v) in the case of a power interruption, if requested by Tenant, Landlord shall, at its sole expense, provide a source of back-up power for the Premises to allow Tenant
to continue
its normal business operations during such interruption (and the fuel costs and other related charges shall not be included in Operating Expenses).

 

11.Tenant’s
 Repairs. Subject to Landlord’s obligation in Section 10 and subject to Sections 9 and 15, Tenant shall, at its sole cost and expense, maintain, repair and/or replace as necessary all interior non-structural portions of the Premises, any Energy and Communications Equipment, the HVAC system exclusively serving the Premises and any Tenant HVAC (defined below) (in accordance with manufacturer’s recommended standards but subject to the warranty period described in Section 10(a) and provided that during the last two (2) years of the Lease Term, Tenant may elect not to perform a capital repair or replacement of such HVAC system(s) if such work is reasonably expected to cost in excess of $10,000; provided that Landlord may elect to perform such work and such costs may be passed through to Tenant as non-Controllable Operating Expenses provided that such costs shall be amortized in equal monthly installments over their useful lives in accordance with GAAP, consistently applied (the “HVAC Capital Costs”)), and those items listed on
Exhibit D as “Tenant Maintenance Obligations.” Tenant shall also, at its sole cost and expense, maintain the Base F/LS System, and perform any capital repairs or replacements to the Base F/LS System, the cost of which is reasonably expected to be less than $10,000 (but subject to the warranty period described in Section 10(a)). Tenant shall also, at its sole cost
and expense, maintain, repair and/or replace as necessary any modifications or additions to the Base F/LS System
that were made by or paid for by Tenant. If the Energy and Communications Equipment includes a Solar Energy System (as defined below), Tenant shall perform or cause to be performed scheduled and preventive inspections and maintenance on such system in compliance with manufacturer’s recommendations. If requested by Landlord, copies
of maintenance and inspection reports prepared by Tenant’s solar vendor shall be provided by Tenant within
thirty (30) days of the date of such reports. Landlord acknowledges that items within and components of the Premises that Tenant must maintain will be subject to reasonable wear and tear and, subject to Section 9, non-casualty damage caused by Landlord, its agents and contractors, and Tenant is not required to maintain the
Premises in a “like new” condition. Tenant shall also be responsible for maintenance, repair and replacement of any Tenant HVAC, as further described in Section 41. If Tenant fails to perform any repair or replacement for which it is responsible, and does not cure such failure within any applicable cure period, Landlord may upon ten (10) days’ advance notice to Tenant perform such work and be reimbursed by Tenant for the reasonable cost of such work within thirty (30) days after demand therefor (which demand shall be accompanied by reasonable supporting documentation for such costs). Subject to Sections 9 and 15, Tenant shall bear the full cost of any repair or replacement to any part of the Premises that result from non-casualty damage caused by Tenant, its agents, contractors, or invitees. Landlord
shall assign to Tenant or otherwise make available to Tenant the benefit of any warranties from contractors, equipment manufacturers or others that benefit any portion of the Premises that Tenant is required to maintain. Tenant may
take actions and employ systems, apparatus and chemicals on the Premises to prevent any infestation by rodents, vermin or other such pests.

 

12.Tenant-Made Alterations.
  

(a)
Tenant-Made Alterations Generally. Any alterations, additions, or improvements made
by or on behalf of Tenant to the Premises (“Tenant-Made Alterations”), including substantial refrigeration equipment (together with related support and drainage infrastructure), shall be
subject to Landlord’s prior consent. Notwithstanding the foregoing, Landlord’s consent shall not be required for Tenant-Made Alterations that
do not cost in excess of $200,000.00 in the aggregate on an annual basis and do not involve building
penetrations that adversely affect the Building’s structure or void or otherwise adversely affect any manufacturer’s warranty (provided that Tenant's responsibility for not voiding or adversely affecting warranties shall
apply only with respect to
warranties for which Tenant has been provided with a copy) (collectively, “Minor
Alterations”). Notwithstanding any provisions of this Lease to the contrary, any Tenant-Made Alterations involving the erection of fencing shall require Landlord’s consent, not to be unreasonably withheld, conditioned, or delayed. Additionally, Tenant may, without Landlord’s consent and subject to applicable Legal
Requirements, cover or block windows in the Premises and drill between floors 

11
 





   

to add ducting or conduit in connection with the HVAC systems (including Tenant HVAC), telecommunications lines, and electricity requirements, so long as such improvements do not
adversely affect the Building’s Structure. Tenant shall
also have the right, without Landlord’s consent, to erect or install shelves, wall display systems, bins, machinery, trade fixtures and security devices, including security gates and rolling shutters (interior or
exterior). Landlord shall respond to all requests by Tenant
for consent to Tenant-Made Alterations within seven (7) days of
receipt of a request describing in reasonable detail the proposed Tenant-Made Alteration. If Landlord fails to respond within such seven (7)-day period, Tenant may deliver a second request with a conspicuous notice that failure to respond will result in a deemed approval, and if Landlord does not respond to the second request within five (5) days, Landlord shall be deemed to have approved Tenant’s request. Notwithstanding anything to the contrary in this Lease, all notices pursuant to this Section may be sent to Landlord via email only to the address set forth in Addendum
4. In the event that Tenant performs a Tenant-Made Alteration without Landlord’s prior consent and it is determined that Landlord’s consent was required under the terms of this Section, Landlord shall evaluate the completed Tenant-Made Alteration and give or withhold its consent as described above in this Section. If Landlord withholds its consent, Landlord, as its sole remedy, may require that Tenant commence removal of Tenant-Made Alteration within ninety (90) days after receipt of Landlord’s disapproval and diligently pursue such
removal until
it is
complete. All
Tenant- Made
Alterations shall
be constructed
in a good and workmanlike manner.
At Tenant’s
request, Landlord
shall obtain any
approvals of Tenant-Made Alterations required under any title matters affecting the Premises. Landlord may, at Landlord’s expense, monitor construction of those Tenant-Made Alterations that require Landlord’s approval. At the completion of any Tenant-Made Alterations, Tenant shall deliver to Landlord final lien waivers from all contractors and subcontractors who did work on or supplied materials that cost in excess of $50,000.00 for such Tenant-Made Alterations. At the time Landlord consents to a Tenant-Made
Alteration (or within ten (10) Business Days after a request by Tenant if a Tenant-Made Alteration is not one
for which
consent is
required), Landlord
shall notify
Tenant whether
Tenant shall
be required
to remove
such Tenant-Made
Alteration at
the expiration
or termination
of the Lease Term, and to restore the Premises to the condition required under Section 21. Failure of Landlord to notify Tenant that a Tenant-Made Alteration must be
removed shall
mean that
Tenant may
leave or remove Tenant-Made Alteration, at its election, provided that if Tenant removes a Tenant-Made Alteration, it shall repair any damage caused by such removal.
  

(b)Specialized Equipment. Notwithstanding anything to the contrary in this Lease, Tenant at its sole and absolute discretion (and without the need to obtain
Landlord’s consent) shall be entitled to install and maintain in or
about the Premises such equipment, systems and facilities as may be required to obtain or comply with any specialized licenses or permits required or sought by Tenant for its operation of its business in the
Premises (“Specialized Permits”), including any federal (FDA) and state food handlers’ or meat processors’ or liquor licenses or permits. Landlord agrees to cooperate
with Tenant with respect to any Specialized Permits.

 

13.Signs. Tenant may place its standard graphics and signage at the entrance to the Premises or the Land, on any monument sign(s) at entrances to the Premises, and in a prominent location on the exterior of the Premises, at Tenant’s sole cost and expense, subject to applicable Legal Requirements and the Permitted Exceptions. Upon surrender or vacation of the Premises, Tenant shall remove all signs and spot repair, paint, and/or replace the Premises fascia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for sign and exterior treatments. Landlord shall not install signs identifying Tenant anywhere on the Property without Tenant’s prior consent, which Tenant may withhold in its sole and absolute discretion.
Landlord will not place its graphics or signage on the Building without Tenant’s prior consent,
which will not be unreasonably withheld,
conditioned, or delayed.
  

14.Parking
. Tenant shall be entitled to the exclusive use of the parking areas, truck courts, and driveways that are a part of the Property. Landlord will not alter or modify such areas without Tenant’s prior consent.

 

15.Casualty.
  

(a)
Termination. If at any time during the Lease Term any portion of the Premises are damaged by a fire or other casualty, Landlord shall notify Tenant
within thirty (30) days
after such damage as to
the amount of time Landlord reasonably estimates it will take to restore the Premises (the “Initial Reconstruction Notice”). If the restoration time is estimated to exceed two hundred and seventy (270)
days following the casualty, then Tenant may elect to terminate this Lease, and if the restoration time is estimated to exceed four hundred and twenty-five (425)
days 
 12







   

following the casualty, Landlord may elect to terminate this Lease, in each case upon notice to the other party given no later than thirty (30) days after the Initial Reconstruction
Notice, provided that Tenant may negate Landlord’s
termination of this Lease by providing notice to Landlord within sixty (60) days of Tenant’s receipt
of Landlord’s termination notice, stating that Tenant elects to restore the Premises (and Landlord will assign any insurance proceeds from coverages required to be carried by this Lease
(“Proceeds”) to Tenant, if applicable,
pursuant to the process described in Section 15(b)). Notwithstanding the foregoing, Tenant may terminate this Lease if the
Premises are
damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than thirty (30) days to repair such damage. If Tenant has elected to maintain property
insurance for the Premises pursuant to Section 9(a), Tenant will provide Landlord with the Initial Reconstruction Notice within thirty (30) days of
such casualty, the parties will have the termination rights set forth in this Section 15(a), and, if this Lease is terminated, Tenant will
assign to
Landlord any
Proceeds relating
to restoration
of the
Building, but
excluding any
Proceeds relating to
the restoration or replacement of Tenant-Made Alterations and Tenant’s Property; provided, that in no event shall Landlord receive less from said
insurance proceeds than if Landlord had been carrying the property insurance on the Building
and all other
improvements located upon the Land.

 

(b)Restoration. If this Lease is not terminated pursuant to
Section 15(a) above, then Landlord shall diligently restore the Premises, including all Landlord’s Work, unless Tenant elects to restore the Premises by providing notice to Landlord within thirty (30) days of Tenant’s
receipt of the Initial Reconstruction Notice. The party carrying the property insurance for the Premises (the
“Insuring Party”) will assign to the party restoring the Premises (the “Constructing
Party”) any Proceeds relating to restoration of the Premises on account of the casualty, and allow the Constructing Party to participate in negotiations with the Insuring Party’s insurer
regarding the coverage for the reconstruction of the Premises in accordance with the Restoration Plans. Tenant may notify Landlord within thirty (30) days after receipt of the Initial Reconstruction Notice of Tenant’s desire to modify the Landlord’s
Work (“Alternate Improvements”).
Notwithstanding any provisions hereof to the contrary, Tenant shall be required to pay the costs of any Alternate Improvements to the extent the same are
not covered by any insurance proceeds. Tenant and
Landlord will have
thirty (30)
days to
agree upon
the restoration
plans and
any resulting
changes to
the surrender
obligations (the
“Restoration Plans”) and the
target completion
date that would
apply if
the Premises
were restored
to the Existing Design and any extended period of time and additional costs due to the Alternate Improvements
(the “Restoration
Schedule”). If the parties cannot agree upon the
Restoration Plans
and/or the
Restoration Schedule, then within ten (10) Business Days after a request from either party following expiration of the time period to agree upon the Restoration Plans and Restoration Schedule, the matter will be submitted to arbitration pursuant to the Expedited Arbitration Process. Each of Landlord and Tenant will submit to the arbitrator its proposed Restoration Plans and/or Restoration Schedule. The arbitrator, in good faith, will select, (x) in the case of disagreement over the Restoration Plans (1)
with respect
to the Work, which
set of
Restoration Plans
is most
similar to
the Existing
Design; and
(2) with
respect to
the Alternate
Improvements, whether
Landlord is
reasonable in
disapproving any
elements of the
Alternate Improvements; or (y) in the case of disagreement over the Restoration Schedule, which Restoration Schedule is commercially reasonable for construction in accordance with the Restoration Plans. All construction and/or repairs made by
the Constructing
Party will
be made in accordance with Legal Requirements and in
a good and workmanlike manner, with architecture, facilities and amenities of no
less quality than existing prior to the casualty. “Expedited
Arbitration Process” means arbitration according to the then-current Expedited Procedures under the Commercial Arbitration Rules and Mediation Procedures
of the
American Arbitration
Association (“AAA”), modified as follows: (a)
there will be one arbitrator who is selected utilizing the then-current AAA process and who has at least ten (10) years of relevant experience; (b) the arbitration will be conducted through document
submission without a hearing; and (c) the arbitrator will issue a final decision within sixty (60) days after confirmation of the appointment of the arbitrator.
The arbitrator will have no decision-making authority other than to select either the determination or recommendation of Landlord or Tenant as final and conclusive after due consideration of the factors to
be taken into account under the applicable provisions of this Lease. The arbitrator’s determination will be
binding upon the parties.
The costs and fees of the
arbitrator will be shared equally by Tenant and Landlord.

 

(c)
Landlord is Constructing Party. Base Rent and Operating Expenses will be abated in proportion to the square footage of the Premises affected by the casualty and related restoration
work from the date of
such casualty to completion of restoration (and for up to an additional sixty (60) days for Tenant’s restoration of any improvements or equipment installed by Tenant);
provided that Base Rent and Operating Expenses will abate for any 

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additional time required for the Alternate Improvements only to the extent that rent loss proceeds are available.
If restoration is not completed within one hundred twenty (120) days after the date specified in the Restoration Schedule, subject to extension due to Force Majeure or Tenant Delay, Tenant will have the right to terminate this Lease
upon notice to Landlord. Alternatively, Tenant may elect to
complete the restoration of the Premises by delivering notice
to Landlord, in which event Landlord will assign any unused Proceeds to Tenant.

 

(d)Tenant is Constructing Party. Base Rent and Operating Expenses will be abated in proportion to the square footage of the Premises affected by the
casualty and related restoration work from the date of such casualty
to the date specified in the Restoration Schedule, subject to extension due to Force Majeure for up to ninety (90) days (and for up to an additional sixty (60) days for Tenant’s restoration of any
improvements or equipment installed by Tenant); provided that Base Rent and Operating Expenses will abate for any additional time required for the Alternate Improvements only to the
extent that rent loss proceeds are available.
  

(d)Exclusive Remedy. This Section 15 shall be Tenant’s sole and exclusive remedy in the event of damage or
destruction to the Premises or the Building, and Tenant, as a material inducement to Landlord entering into this Lease, irrevocably waives and
releases Tenant’s rights under California Civil Code Sections 1932(2) and
1933(4).
  

16.Condemnation
. If
all of the Premises
should be taken for
any public or quasi-public
use under any Legal Requirement, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu
thereof (a “Taking” or
“Taken”), or if any part of the Premises or the Property should be Taken and the partial Taking would materially reduce the square footage of the Premises or prevent or materially interfere with Tenant’s access to or use of the Premises, then in either such case upon notice by Tenant this Lease shall terminate on the effective date of such Taking and Rent shall be apportioned as of said date.
If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord
shall promptly, at its sole cost and expense, restore and reconstruct the Premises, and the Base Rent payable hereunder during the unexpired
Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. If any Taking occurs, then Landlord and Tenant shall share in the award or other compensation for the Premises in proportion to their respective investments in the Premises and
improvements so taken; provided Tenant shall receive the entire award or other compensation for Tenant’s Property; provided, however, if Tenant
is considered to own
any of the improvements in accordance
with Section 35(r), Tenant
shall be entitled to
receive a ratable portion of the
condemnation award with respect
to the improvements based on the ratio
of the cost of improvements owned by Tenant over the cost of all improvements. In addition, Tenant may elect to separately pursue a claim against the condemnor.
Without limiting the foregoing, if the condemning authority specifically designates that a portion of the award is attributable to (a) the value of Tenant’s Property or Tenant-Made Alterations, (b) Tenant’s moving costs, and/or (c) Tenant’s loss of business, then Landlord shall promptly pay Tenant such portion of its award that is attributable to the foregoing. Landlord shall promptly notify Tenant of any threatened Taking known to Landlord, and shall allow Tenant to participate in negotiations with public authorities. This Section shall be Tenant’s sole and exclusive remedy in the event of a taking or condemnation. Tenant hereby waives the benefit of California Code of Civil Procedure Section 1265.130
  

17.Assignment and Subletting.

 

(a)
Permitted Transfers. Without Landlord’s prior consent, which shall not be unreasonably withheld, conditioned, or delayed, Tenant shall not assign this Lease, sublease the
Premises or any part thereof (except as expressly set forth below) or grant any license within the Premises (each of the foregoing, a “Transfer”) to any person or
entity (a “Transferee”). Landlord shall provide approval or
disapproval of any Transfer request from Tenant within ten (10) days following receipt of the request and shall provide reasons for any disapproval. If Landlord fails to respond within
such ten (10)-day period, Tenant may deliver a second request with a conspicuous notice that failure to respond will result in a deemed approval, and if Landlord does not respond to the second request within five (5)
Business Days, Landlord shall be deemed to have approved
Tenant’s request. Notwithstanding the above or anything contained herein to the contrary, Tenant may assign, sublease or otherwise Transfer
this Lease, or grant other
licenses or rights to use all or any portion of the Premises, without the consent of Landlord, to (i) any entity controlling, controlled by or under
common control with Tenant, (ii) any entity resulting from the merger or consolidation of or with Tenant, or any entity controlling, controlled by or under common control with Tenant, (iii) any person or
entity that acquires all (or
substantially all) of the assets of Tenant, or any entity controlling, controlled by or
under common control with Tenant, (iv) any successor of Tenant, or any entity controlling, controlled by or under common control with Tenant, by reason of public offering, reorganization, dissolution, or sale of stock, membership or partnership interests or assets (each of the scenarios
described in clauses (i) – (iv) above being a “Tenant Affiliate”), or (v) any third party doing business with 

14
 





   

Tenant or any Tenant Affiliate, including vendors, consultants, contractors, service providers or joint venture partners. Upon a Transfer (other than a sublease of the Premises), and provided that
the Tenant Guarantor (as defined below) remains in place, then
Tenant shall be automatically released from all obligations
under this Lease occurring after the date of such Transfer.

 

(b)Right to Pursue Transferee. If Tenant Transfers this Lease, or if the Premises are occupied in whole or in part by anyone other than Tenant, then upon and during the continuance of a default by Tenant hereunder beyond any applicable notice and cure period
Landlord may collect any rent due under the terms of the relevant Transfer from any such Transferee or other occupant and apply the amount collected to the Rent payable hereunder. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a release of Tenant
from the further performance
by Tenant of its
covenants, duties, or obligations hereunder.

 

(c)Landlord Transfers. The term “Landlord” in this Lease shall mean only the owner, for the time being, of the Premises, and in the event of the transfer by such owner of its interest in the Premises to a bona fide third party
purchaser and the assumption by such transferee of all of the obligations of Landlord under this Lease, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter
accruing, but such obligations shall be binding during the Lease Term upon each new owner for the duration of such owner’s
ownership.
  

18.Indemnification.
  

(a)Tenant Indemnification
Obligation. To the extent
permitted by applicable Legal Requirements, but subject to Sections 9(d) and 35(m) and except to the extent resulting from the negligence or willful misconduct of a Landlord Party or a breach of this Lease
by Landlord, Tenant agrees to indemnify, defend and hold harmless Landlord and its affiliates and its and their agents, servants, directors, officers and employees (each
a “Landlord Party” and collectively, “Landlord Indemnitees”), from and against any and all losses, liabilities, damages, costs and
expenses (including reasonable attorneys’ fees) resulting from claims by third parties occasioned by (i) injuries to any person or damage to, or theft or loss of, property occurring in or about the
Premises to the extent caused or alleged to be caused by the violation of law, fraud, negligence or willful misconduct of Tenant or of any member, partner, manager, affiliate, contractor
or subcontractor of Tenant
or its or their officers,
directors, employees or agents, or of any invitee or licensee of Tenant (collectively with Tenant, “Tenant
Parties”), or (ii) any actual or alleged breach of this Lease by Tenant. In case any action or proceeding is brought against any of the Landlord Indemnitees and such claim is a claim from which Tenant is obligated to indemnify Landlord Indemnitees pursuant to this Section, Tenant, upon notice from Landlord,
shall resist and defend such action or proceeding with respect to that claim (by counsel reasonably satisfactory to Landlord, except such consent is not required if such defense is provided by Tenant’s insurer) at Tenant’s expense.
  

(b)Landlord Indemnification
Obligation. To the extent
permitted by applicable Legal Requirements, but subject to Sections 9(d) and 35(m) and except to the extent resulting from the negligence or willful misconduct of a Tenant Party or a breach of this Lease
by Tenant, Landlord agrees to indemnify, defend and hold harmless Tenant and
its affiliates and its and
their agents, servants, directors, officers and employees (each a “Tenant Party” and collectively, “Tenant
Indemnitees”), from and against any and all losses, liabilities, damages, costs and expenses (including
reasonable attorneys’ fees) resulting from claims by third parties
occasioned by (i) injuries to any person or damage to, or theft or loss of, property
occurring in or about the
Premises to the extent
caused or alleged to be caused by the violation of law, fraud,
negligence or willful misconduct of Landlord or of any member, partner, manager, affiliate, contractor or subcontractor of Landlord or its or their officers, directors, employees or agents, or of any invitee or licensee of Landlord (collectively with Landlord, “Landlord Parties”), or (ii) any actual or alleged breach of this Lease by Landlord. In case any action or proceeding is brought against any of the Tenant Indemnitees and such claim is a claim from which Landlord is
obligated to indemnify Tenant Indemnitees pursuant to this Section,
Landlord, upon notice from Tenant, shall resist and defend such action or proceeding with respect to that claim (by counsel reasonably satisfactory to Tenant, except such consent is not required if
such defense is provided by Landlord’s insurer) at
Landlord’s expense.
  

19.
Inspection and Access. A Landlord Party may only enter the Premises
during normal business hours on not less than two (2) Business Days’ notice (except in an emergency, when no such notice is required)
to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease; provided, however, Landlord shall minimize, so far as may be reasonable under the circumstances, any disturbance to Tenant’s operations and shall diligently prosecute to completion any repairs, alterations, additions or improvements that involve the Premises. Additionally, a Landlord Party may enter the Premises during normal business hours on not less
than two (2) Business 

15
 





   

Days’ notice for the
purpose of showing the Premises to prospective purchasers and, during the last two hundred and seventy (270) days of the Lease Term (but not
before all extension rights under this Lease have expired), to prospective
tenants. In connection with any such entry (a) Landlord agrees to collect a duly executed non-disclosure
agreement on Tenant’s then-current form prior to permitting any other Landlord Party or any third party (person or entity) to enter the
Premises, (b) Tenant shall have the right to deny access to the Premises to third parties if Tenant determines, in its sole and absolute
discretion, that allowing such third party potential exposure to Tenant’s proprietary and Confidential Information (defined below) within
the Premises would be detrimental to Tenant’s business interests, and (c) except in an emergency where necessary to prevent imminent damage
to persons or property, Landlord and any other party shall enter the Premises only when accompanied by a representative of Tenant and in compliance with Tenant’s security programs, confidentiality requirements and such other rules and regulations as Tenant may impose in relation to the
Permitted Uses or any permits, licenses or Specialized Permits (such as the requirement that sanitary suits be worn in select areas). Landlord
shall not erect any signs on the Premises stating the Premises are available for sale or to let. Tenant shall have the right to erect customary signs noting its relocation during
the last thirty (30)
days of the Lease
Term, provided that Landlord
has approved the location
and nature of such
sign in advance and provided such signage is in compliance with applicable Legal Requirements and the Permitted Exceptions. In addition, Landlord shall require, with respect to any person that Landlord or Landlord’s
property manager authorizes to enter the Premises, when such person is not accompanied by an authorized employee or agent
of Tenant, Landlord’s property manager to perform a background check on the person with a vendor selected by Tenant, at Tenant’s cost.

 

20.Quiet
Enjoyment. So long as Tenant is not in default under this Lease beyond any applicable cure period, Tenant
shall, subject to the terms of this Lease, at all times during the Lease Term, have peaceful and quiet enjoyment of the Premises.
  

21.Surrender.
  

(a)Surrender Obligations Generally. Upon expiration of the Lease Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the
Premises to Landlord in good condition, broom clean except for reasonable wear and tear, casualty loss and condemnation covered by Sections 15 and 16, damage caused by any Landlord Parties, and repairs or maintenance for which Tenant is not responsible under this Lease. Landlord specifically
acknowledges that ordinary wear and tear may leave the Premises in need of painting, re-carpeting, and patching of picture hanging holes and the like, and that such work is not required of Tenant at the
time of surrender of the Premises. Tenant shall remove all racking, material handling equipment, and Tenant’s Property prior to surrender. Any
Tenant’s Property not removed by Tenant after expiration of the Lease Term or earlier termination of Tenant’s right of possession shall be deemed abandoned and Tenant waives all claims against
Landlord for any damages resulting from Landlord’s retention and disposition of such property. Tenant shall not be obligated to remove any mezzanine level or structure upon expiration of the
Lease Term or earlier termination of Tenant’s right to possession. Tenant shall not be obligated to remove the Landlord’s Work, any
replacement thereof, or any substantially similar improvements. Tenant’s obligation to remove Tenant-Made Alterations shall be governed by Section 12. All obligations of Landlord
and Tenant hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including indemnity obligations, payment obligations with respect to Operating Expenses and obligations concerning the condition and repair of
the Premises.
  

(b)
Walk-Through. Within thirty (30) days following the Extension Notice Deadline (defined in Extension Options, Addendum 2) without Tenant exercising its right to extend the Lease Term, Landlord and Tenant will conduct a walk-through of the Premises to determine the scope of improvements to be removed by Tenant from the Premises, which shall include (x) any Tenant-Made
Alterations; (y) any items required to be removed by Tenant pursuant to Section 21(a) above, and (z) any Inoperable HVAC (collectively, the “Removal
Scope”). If Landlord fails to conduct such walk-through with Tenant in the time period provided in this Section 21(b), then Tenant may send Landlord
its proposed Removal Scope. Landlord will approve of the Removal Scope or schedule a walk-through with Tenant within seven (7) days of receipt of the Removal Scope. If Landlord does not approve of the
Removal Scope or schedule a walk-through with Tenant within seven (7) days, then Tenant may send Landlord an additional copy of the notice stating “FAILURE TO
APPROVE THE REMOVAL SCOPE OR SCHEDULE A WALK-THROUGH WITHIN 5 DAYS WILL CONSTITUTE DEEMED APPROVAL,” and, if Landlord does not approve of the Removal Scope or schedule a walk-through within five (5) days, the Removal Scope will be deemed approved. Tenant may either remove the improvements included in the Removal Scope at Tenant’s sole cost, or may
elect, within thirty (30) days of agreement (or deemed approval) of the Removal Scope, for Landlord to remove such improvements. If Tenant elects for Landlord to remove such improvements, then
within thirty (30) days of Tenant’s notice to Landlord of such election, Landlord will
obtain at least three (3)
bids for the removal of
the Removal Scope and submit such bids to Tenant. Upon approval by Landlord and Tenant of a bid for removal
of the Removal Scope, Landlord will perform 

16
 





   

such work (provided any removal of Inoperable HVAC will be performed after expiration of the Lease Term), and Tenant will reimburse Landlord for costs incurred
within thirty (30) days of receipt of an invoice, together
with reasonable supporting documentation, up to the agreed-upon bid amount. If Landlord and Tenant are not able to agree upon a bid for the Removal Scope (or if Landlord fails to provide such bids to Tenant) by the
date that is at sixty (60) days prior to the expiration of the Lease Term, then Tenant will remove the improvements included in the Removal Scope.

(c)Removal Period. If Tenant elects to perform the removal of the Removal Scope itself, and the Removal Scope includes Inoperable HVAC,
then, provided that (i) a
Tenant Default is not
continuing; and (ii) Tenant delivers a notice to Landlord within thirty
(30) days of agreement on
the Removal Scope, Tenant will have the right of non-exclusive access to the Premises for a period of sixty (60) days following expiration or earlier
termination of this Lease (the “Removal Period”) to remove the portion of the Removal Scope constituting the Inoperable HVAC and restore
the Premises. During the Removal Period, Tenant’s access will be subject to the terms and conditions of this Lease and Tenant will continue to be responsible for Base Rent and Tenant’s
Proportionate Share of Operating
Expenses and for the utilities
applicable to the Premises. If
Tenant has provided notice that
it intends to occupy the Premises for all or a portion of the Permitted Holdover Period, this Removal Period will
commence immediately following the Permitted Holdover Period. The Removal Period will not be considered a holdover
for purposes
of this
Lease.

22.Holding
 Over. If Tenant has provided notice to Landlord at least ninety (90) days prior to the expiration of this Lease, such notice to include a time period (not exceeding six (6) months) (the “Permitted Hold- Over
Period”) in which Tenant intends to remain in the Premises, Tenant shall have the right to holdover possession for the Permitted Hold-Over Period under the same terms and conditions as the previous term, except that Base Rent
shall be one hundred twenty-five percent (125%) of the Base Rent in effect immediately prior to the Permitted Hold- Over Period, but Tenant may terminate the Permitted Hold-Over Period at any time upon thirty (30) days’ notice to
Landlord. In the event
such holdover possession exceeds the Permitted
Hold-Over Period or in
the event of any
other holdover (including following an early termination by Tenant), such possession shall be
month-to-month at a rate of one hundred fifty percent (150%) of Base Rent in effect immediately prior to the holdover possession and subject
to termination by Landlord or Tenant upon thirty (30) days’ notice to the other party at any time. During any holdover possession as provided herein,
all of the other terms and provisions of this Lease (excluding any expansion or extension option or other similar right or option) shall be
applicable during such holdover period. All other payments shall continue under the terms of this Lease during any period of holdover possession. In addition and subject to
Section 35(m), if (a) Tenant has not vacated the Premises following the expiration of the Lease Term or the Permitted Hold- Over Period, as applicable, and (b) Landlord provides Tenant not less than ninety (90)
days’ prior notice of the amount of
any of the following damages that Landlord will incur as a result of Tenant’s failure to vacate the Premises at the end of such ninety
(90)-day period, then if Tenant fails to vacate within the later to occur of (i) the expiration of the Lease Term, (ii) any Permitted Hold-Over
Period, and (iii) ninety (90) days after receipt of such notice, Tenant shall be liable to Landlord for the rental revenue lost by Landlord
solely as a result of the holdover (other than as a result of a termination of any executed lease for any portion of the Premises), and any
amounts Landlord is required to pay to any new tenant (whether in the form of rent abatement, monetary damages, or otherwise) solely as a result
of the holdover, but Tenant will not be liable for any indirect or consequential damages. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided herein.
  

23.Events
of Default. Each of the following events shall be an event of default (“Event of Default”) by Tenant under this Lease:
  

(a)Failure to Pay Rent. Tenant shall fail to pay any installment of Rent when due, and such failure shall continue for a
period of ten (10) days after notice from Landlord to Tenant that such payment was not made when due; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under
California Code of Civil Procedure Section 1161.
  

(b)
Bankruptcy. Tenant or any guarantor or surety of Tenant’s obligations hereunder shall (i) make a general assignment for the
benefit of
creditors; (ii)
commence any
case, proceeding
or other
action seeking to
have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it
or its debts or seeking
appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a “proceeding for relief”); (iii) become the subject of any proceeding for relief which is
not dismissed within sixty
(60) days
of its
filing or
entry; or
(iv) be
dissolved. In
the event
that a
guarantor or
surety files
a proceeding
for relief,
Tenant shall
have the
right to
replace such 

17
 





   

guarantor or
surety within
ninety (90)
days of
such filing with
a guarantor or
surety reasonably
satisfactory to
Landlord.
  

(c)Other Defaults. Tenant shall fail to comply with any provision of this Lease other than those specifically referred to above in this Section 23, and, except as otherwise expressly provided herein, such
default shall continue for more than thirty (30) days after Landlord shall have given Tenant notice of such default; provided, however, that any such
notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161, and further provided, that where any such failure cannot reasonably be cured
within a thirty (30) day period, Tenant shall not be in default if Tenant commences to cure the failure within the thirty (30)- day period, and thereafter
diligently pursues all reasonable efforts to complete the work necessary to cure the failure. Notwithstanding the
foregoing, in the event
that such thirty (30)-day period occurs during the Holiday
Season, Tenant shall be deemed to have commenced a cure for purposes of this Section 23(c) if, during such thirty (30) day period, Tenant schedules commencement of the cure
as soon as reasonably practical following the end of such Holiday Season and diligently pursues such cure,
but only to the extent that any such delay in commencing the cure does not pose an imminent risk of bodily injury or death or of material damage to the Premises.

 

24.Landlord’s Remedies.
  

(a)Remedy Options. During the existence of an Event of Default, Landlord may terminate this Lease or Tenant’s right
of possession, (but Tenant shall remain liable as hereinafter provided) and/or pursue any other remedies at law or in equity; provided, however, Landlord may not terminate this Lease or Tenant’s
right of possession unless, after
the occurrence of the Event
of Default, Landlord delivers to Tenant notice of Landlord’s
intent to so terminate (which notice shall be in addition to any notice required under Section 23) and Tenant fails to cure such Event of Default within
five (5) Business Days after receipt of the notice (or, in the case of an Event of Default described in Section 23(c), if Tenant fails to commence to cure within five (5) Business Days after receipt of the notice and diligently pursue completion of such cure). If Landlord re-enters the Premises, Landlord shall have the right to remove and store all of the furniture, fixtures and equipment
then located at the Premises.
  

(b)Termination of Lease. If Landlord terminates this Lease, Landlord may recover from Tenant the sum of: (i) all Base Rent and all other amounts accrued hereunder to the date of such termination; (ii) the cost of reletting the whole or any part of the Premises,
including brokerage fees and/or leasing commissions incurred by Landlord (provided that Tenant shall not be liable for any portion applicable to the period after the scheduled termination of this Lease); (iii)
costs of removing and storing Tenant’s or any other occupant’s property; (iv) costs of repairing, altering, remodeling,
or otherwise putting the Premises into the condition that Tenant was required to leave it on
termination of this Lease; (v) all reasonable expenses incurred by Landlord in pursuing its remedies, including reasonable attorneys’ fees and court costs; and (vi) the excess of the then present value of the Rent Tenant would have been required to pay to Landlord
during the period following the termination of this Lease measured
from the date of such termination to the expiration date stated
in this Lease (excluding any extension periods), over the present value of any net amounts Tenant establishes Landlord can reasonably expect to recover by reletting the Premises for such period, taking into consideration the availability of acceptable tenants and other market conditions affecting leasing. Such
present values shall be calculated at a discount rate of ten percent (10%) per annum. However, if in Landlord’s
sole and absolute discretion, Landlord disagrees with the net amounts Tenant established under subsection
(vi) above, subject to Landlord’s duty to mitigate its damages, Landlord may elect to continue to collect Rent as and when Rent is due and not recover from
Tenant any amounts described
in subsection (vi) above.

 

(c)Termination of Possession. If Landlord terminates Tenant’s right to possession without terminating this Lease, Landlord shall use commercially
reasonable efforts to relet the Premises; provided, however, (i) Landlord shall have the right to lease any other space controlled by Landlord first, and (ii) any proposed tenant shall meet all of Landlord’s then
applicable leasing criteria. For the purpose of such reletting, Landlord is authorized to make any repairs, changes, alterations, or additions in or to the Premises as Landlord deems reasonably necessary or desirable. If the Premises are not relet, then Tenant shall pay to Landlord as damages a sum equal to the amount of the Rent payable under this Lease for such period or periods, plus the cost of recovering possession of the
Premises (including reasonable attorneys’ fees and court cost). If the Premises are relet and a sufficient sum shall not be realized from such reletting to satisfy the Rent payable under this Lease, then Tenant shall pay any such deficiency within thirty (30) days of demand from Landlord.
Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach.
  

(d)
Reletting of the Premises. Any reletting of the Premises shall be on such terms
and conditions as Landlord in its reasonable discretion may determine (including a term different than the remaining Lease Term, rental concessions, alterations
and repair of the Premises, and leasing of less than the entire Premises to any tenant). Subject to Landlord’s obligation to mitigate its damages, Landlord
shall not be liable, nor shall Tenant’s obligations 

18
 





   

hereunder be diminished because of, Landlord’s failure to relet the Premises or collect rent due in respect of such reletting, provided that Tenant will not be liable for any indirect or consequential damages. Landlord shall use commercially reasonable efforts to mitigate its damages in connection with any breach by Tenant of this Lease or an Event of Default.
  

(e)Section 1951.4 Remedy. Tenant acknowledges that in the event of an Event of Default, Landlord has the remedy described
in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant’s breach and abandonment and
recover Rent as it becomes
due, if Tenant has the
right to sublet or assign, subject only to reasonable
limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any Event of Default, Landlord may enforce all its rights and remedies under this Lease, including the right to recover Rent as it becomes due under this Lease. Acts of maintenance or preservation or
efforts to relet the Premises
or the appointment of a
receiver upon initiative of Landlord to protect Landlord’s interest
under this Lease shall not constitute a termination of Tenant’s
right to possession unless a written notice of such intention is given to Tenant or unless termination be decreed by a court of competent jurisdiction.
  

25.Landlord Defaults; Tenant’s Remedies.

 

(a)Landlord Defaults and Tenant Remedies Generally. Landlord shall not be in default hereunder unless Landlord fails to
perform any of its obligations hereunder within thirty (30) days after notice from Tenant specifying such failure; provided that where any such failure cannot reasonably be cured within a thirty (30) day period, Landlord shall not be in default if Landlord commences
to cure the failure
within the thirty (30)-day period, and thereafter diligently pursues
all reasonable efforts to complete the work necessary to cure the failure. Notwithstanding the above, Landlord acknowledges that continuous operation is critical to Tenant’s
business and agrees that if Landlord’s failure causes material interference
to Tenant’s operations, Landlord shall commence its cure within such shorter period as commercially reasonable
given the nature of the failure and the interference with Tenant’s operations and shall diligently prosecute the
cure to completion. If
Tenant notifies Landlord that Landlord’s failure or activity is causing
material interference to Tenant’s operations, Landlord shall respond within twenty-four (24) hours with a statement of
Landlord’s plan to address the failure or activity and the estimated time for cure, shall commence the cure as soon as possible (but in any event within
forty-eight (48) hours after Tenant’s notice), and shall diligently pursue and keep Tenant informed of the
progress of the cure and Landlord’s failure to comply with this sentence shall constitute a default hereunder. Notices under the preceding sentence only
may be given by email (promptly followed by notice) to all of the following addresses (or other email
addresses provided by either party in a notice to the other): for Landlord: nathaniel@northpointkc.com; for Tenant: na-realestate@amazon.com and
opsrelegalnotice@amazon.com using the subject line – Re: DFO2 and reason for the notice (e.g., default). If Landlord is in default under this Lease (including failure to
address a default in the shorter time periods provided for in this subsection), Tenant, in addition to pursuing any or all other remedies at law or in equity, shall have the right to take commercially reasonable actions to cure Landlord’s default (or to cure or repair an emergency situation described above, which Tenant may do without prior
notice if such prior notice is not reasonably possible due to an emergency situation that threatens or interrupts Tenant’s use of the Premises) and, if Landlord fails to reimburse Tenant for the reasonable costs, fees and
expenses incurred by Tenant
in taking such curative actions, or if Landlord fails to pay any other amount owed to Tenant under this Lease (including any tenant improvement or construction allowance or any other reimbursement), within thirty (30) days after demand therefor, accompanied by supporting evidence of the expenses
incurred by Tenant where applicable, Tenant (i) shall have the right to offset such amount from Rent, or (ii) may bring an action for damages against
Landlord to recover such
costs, fees and expenses, together with interest thereon at the rate provided for in Section 35(j), and reasonable attorneys’ fees incurred by Tenant in bringing
such action for damages. Notwithstanding the foregoing to the contrary, Tenant hereby waives and relinquishes any right
which Tenant may have to terminate this Lease on account of any damage, condemnation, destruction or state of disrepair of the Premises (including, without limiting the generality of the foregoing,
those rights under California Civil Code Sections 1932, 1933(4), 1941, 1941.1 and 1942), except as set forth in Section 15, Section 16, or Section 25(b) below.
  

(b)
Interruption of Tenant’s Business. If there is an interference with Tenant’s normal business
operations resulting from (i) an interruption of utilities or services to the Premises, (ii) Landlord’s breach of this Lease (regardless of whether any cure period has elapsed), (iii) the activities of any Landlord Parties on the Premises, or (iv) an interruption of access to the Premises or the Property, then in each such event, Tenant shall have the following remedies: (x) if due to the actions, omissions or negligence of any Landlord Party, then Rent shall abate in proportion to the square footage of the Premises affected by the interference commencing as of
the occurrence of the matter
set forth above and
shall continue until the problem is corrected; provided that if any such event results in a continuing material interference 

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with Tenant’s normal business operations at the Premises that continues for sixty (60) consecutive days, Tenant
may terminate this
Lease upon not less than sixty (60) days’ notice to Landlord; or (y) if not due to the actions, omissions, or negligence of any Landlord Party, then Rent will not abate; provided that if any such interference continues for more than two hundred seventy (270) days, then Tenant may terminate this Lease on sixty (60) days’ notice, provided that
such termination will
be null and void if the interference is cured within such sixty- (60)-day period. The deadlines set forth in this paragraph shall not be extended for Force Majeure.

 

(c)Compliance Issues. In addition to Tenant’s other
rights and remedies under
this Lease, if a condition is discovered or develops on the
Premises or on the Property that would place Tenant out of compliance with, or prevent Tenant from obtaining, any license, permit
or Specialized Permit related to the Permitted Uses, or is a material violation of any Environmental Requirements (as defined
below), then Tenant may
require Landlord to immediately remedy the same
and the cost of such
remedy shall
be an
Operating Expense
to the
extent allowed
under Section
6. If Landlord fails to commence to cure such a condition within twenty-four (24) hours of notice from Tenant, then Tenant at its option may cure the same and the cost of such cure shall be paid by Landlord to Tenant within thirty (30) days of
demand.
  

26.Waiver
of Jury Trial. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, LANDLORD AND TENANT EACH HEREBY EXPRESSLY IRREVOCABLY, FULLY AND FOREVER RELEASES, WAIVES AND RELINQUISHES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY CLAIM, DEMAND, ACTION, SUIT, PROCEEDING
OR CAUSE OF ACTION IN WHICH LANDLORD AND TENANT ARE PARTIES, WHICH IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES TO ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER BASED ON CONTRACT OR TORT (INCLUDING WITHOUT LIMITATION AS THE SAME MAY GIVE RISE TO
CONSEQUENTIAL OR PUNITIVE DAMAGES) OR ANY OTHER LEGAL BASIS: THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, ANY PAST, PRESENT OR FUTURE ACT, OMISSION, CONDUCT OR ACTIVITY WITH RESPECT TO THIS LEASE; ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS LEASE; THE PERFORMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS LEASE; OR THE ENFORCEMENT OF THIS LEASE. LANDLORD AND TENANT EACH AGREES THAT, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THIS PROVISION CONSTITUTES WRITTEN CONSENT THAT TRIAL BY JURY SHALL BE WAIVED IN ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631 AND AGREES THAT LANDLORD AND TENANT EACH SHALL HAVE THE RIGHT AT
ANY TIME TO FILE THIS LEASE WITH THE CLERK OR JUDGE OF ANY COURT IN WHICH ANY SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION MAY BE PENDING AS STATUTORY WRITTEN CONSENT TO WAIVER OF TRIAL BY JURY IN ACCORDANCE WITH CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 631.
  

27.
Subordination. Landlord represents and warrants to Tenant that there is no mortgage encumbering the Premises as of the date of this
Lease. Landlord shall deliver to Tenant an SNDA (as defined below) executed by Landlord and its future lender. Neither Landlord nor such holder shall record any SNDA without Tenant’s consent, in its reasonable discretion. This Lease and Tenant’s interest and rights hereunder are and shall be subject
and subordinate at all times to the lien of any first priority mortgage, hereafter created on or against the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, provided that the holder of such mortgage has executed, acknowledged and delivered to Tenant a commercially reasonable Subordination Non-Disturbance and Attornment Agreement (“SNDA”) acceptable to Tenant that provides that (a) provided no Event of Default
exists, this Lease shall not be terminated, nor shall Tenant’s possession of the Premises and other rights hereunder be disturbed in any
proceeding to foreclose the mortgage or in any other action instituted in connection with such mortgage, (b) Tenant shall not be named as a
defendant in any foreclosure action or
proceeding that may be
instituted by the holder
of such mortgage, (c)
in the event of
casualty or condemnation, the holder of the mortgage agrees to make available the insurance and condemnation proceeds for the repair and
restoration of the Premises by Landlord in accordance with Sections 15 and 16, (d) Tenant shall have the right at any time to
prepay any portion or
all of any allowances
provided herein, and (e)
if the holder of
the mortgage or any
other person acquires title
to the Premises through foreclosure or
otherwise, this Lease shall
continue in full force
and effect as a direct lease between Tenant and the new owner, and the new owner shall assume and perform all of the terms,
covenants and conditions of this Lease. Tenant agrees upon demand to execute, acknowledge and deliver
any such SNDA. Notwithstanding the
foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to
Tenant, and thereupon this Lease shall be deemed prior to such mortgage 

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without regard to their
respective dates of execution, delivery or recording and in that event such holder shall have the same rights with respect to this Lease as
though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The
term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any
reference to the “holder” of
a mortgage shall be
deemed to include the beneficiary under a deed of
trust.
  

28.Mechanics’
 Liens. Tenant has no express or implied authority to create or place any lien or encumbrance of any kind upon, or in any manner to bind the interest of Landlord or Tenant in, the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant covenants and agrees that it will pay
or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work performed by Tenant on the Premises and that it will save and hold Landlord harmless from all losses, costs or expenses based on or arising out of asserted
claims or liens with respect to such work against the leasehold estate or against the interest of Landlord in the
Premises or under this Lease. Tenant shall give Landlord immediate notice of the placing of any lien or encumbrance against the Premises as a result of work by Tenant and cause such lien or encumbrance to be discharged within thirty (30) days of the filing or recording thereof; provided, however, Tenant may contest such liens or encumbrances as long as such contest prevents foreclosure of the lien or encumbrance and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory to Landlord within such thirty (30)-day period.

 

29.Estoppel
 Certificates. Tenant and Landlord agree, from time to time, but not more often than one (1) time in any calendar year, within twenty (20) days after request of the other that is delivered pursuant to Section 35(c), to execute and deliver to each other, any prospective purchaser, or any lender for the Premises, an estoppel certificate in the form attached hereto as Exhibit E, with
any appropriate exceptions to the statements therein. Tenant acknowledges that a purchaser or lender may rely upon the truth of the matters set
forth in any such estoppel certificate.
The parties acknowledge that an estoppel certificate does not constitute an independent contractual
undertaking or constitute representations, warranties or
covenants or otherwise have
legal effect (except as
an estoppel from asserting any contrary fact or claim as that set forth in such certificate), or modify in any way, Tenant’s
relationship, obligations or rights vis-à-vis Landlord.

 

30.Environmental
 Requirements.
  

(a)Hazardous Materials Generally. Except for Hazardous Materials used by Tenant for cleaning, office and warehouse
maintenance purposes, repair or other work on the Premises (as may be permitted or required under this Lease), refrigeration equipment, printing, and maintenance of Tenant’s
trucks and machinery, and also excepting any packaged
merchandise to be sold, handled and/or held for shipment to customers, fuel (including liquefied hydrogen or other alternative fuels) or batteries for any trucks, generators, other machinery, or Energy and Communications Equipment (all of
which shall be handled by
Tenant in compliance with all
Environmental Requirements), Tenant shall not permit any Hazardous Material upon the Premises or transport, store, use, generate, manufacture or release
any Hazardous Material in or about the Premises without Landlord’s prior consent. During the Lease Term, Tenant, at its sole cost and expense, shall operate its business on the Premises in compliance with all
Environmental Requirements and, to the extent required by Environmental Requirements, shall investigate, remove, monitor, mitigate and remediate any Hazardous Materials released into or on the
Premises by any Tenant Parties in violation of Environmental Requirements. The term “Environmental
Requirements” means all present and future Legal Requirements
relating to environmental conditions on, under, or emanating from the Premises or the environment, including the Comprehensive Environmental
Response, Compensation and Liability Act; the Resource Conservation and
Recovery Act; the California Health & Safety Code; all state and local counterparts thereto;
and any regulations, policies, permits or approvals promulgated or
issued thereunder. The term “Hazardous Materials” means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, under any Environmental Requirements, asbestos, lead
based paint and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or
synthetic gas usable for
fuel (or mixtures of
natural gas and such
synthetic gas), and those substances defined as “hazardous wastes” in Section 25117 of the California Health & Safety
Code or as “hazardous substances” in Section 25316 of the
California Health & Safety Code.

 

(b)
Landlord Representations. Landlord represents and warrants that, except for information contained in the those environmental documents listed on Exhibit H hereto (collectively, the “Environmental 

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Documents”), to Landlord’s actual knowledge after reasonable inquiry, (1) the Property, the Land and the
Premises are
free from Hazardous Materials and significant mold and there are no environmental conditions affecting the Land or Premises in violation of Environmental Requirements, (2) there is no asbestos, asbestos-containing materials,
or presumed asbestos-containing materials in the Premises, (3)
there are no environmental reports or studies related to the
Premises or the Property other than the Environmental Documents, (4) there are no past, present or threatened releases, disposals, discharges, dispersals or emissions of Hazardous Materials at, in, on, under or emanating to
or from the Premises, (5) there are no, and have never been, any underground storage tanks or wells at the Premises, and (6) Landlord has provided Tenant copies of all notices within its possession or
control (i) from governmental entities in connection with actual or potential environmental conditions in, at, or on the Premises, (ii) from
governmental entities relating to
compliance with
permits or
Environmental Requirements, and (iii) related to actual
or threatened administrative or
judicial proceedings
in connection
with environmental
conditions in,
at, or on the Premises. Landlord represents and
warrants that
it has
conducted “all
appropriate inquiries”, as that term is used
by 42 U.S.C. § 9601(40) and 42 U.S.C. § 9601(35)(B), prior to
the purchase
of the
Premises and
has otherwise
satisfied the
conditions set forth in 42 U.S.C. § 9601(40)
or 42 U.S.C. § 9607(b)(3), as applicable.
  

(c)Tenant Indemnification Obligation. Tenant shall indemnify, defend, and hold Landlord harmless from and against any and
all losses, claims, demands, actions, suits, fines, penalties, liabilities, damages (including punitive damages and natural resource damages), costs and expenses (including remediation, removal, repair, corrective action, or cleanup expenses, reasonable attorneys’ fees, consultant fees or expert witness fees) that are brought or recoverable against, or
incurred by Landlord as a result of any release of Hazardous Materials which Tenant is obligated to remediate as provided above or any other breach of the requirements under this Section 30 by any Tenant Party, regardless of whether
Tenant had knowledge of such
noncompliance.
  

(d)Landlord Remediation and Indemnification Obligation. Landlord shall at Landlord’s own cost and expense comply with, and cause the Premises and the Property to comply with, all Environmental Requirements during the Lease Term except to the extent Tenant is required to do so under this Section 30. Without
limiting the foregoing, Landlord shall, at its sole expense, promptly and diligently (i) investigate, remove, monitor, mitigate and/or remediate (or, at Tenant’s election, reimburse Tenant for
the actual costs paid by Tenant to an unrelated third party to
investigate, remove, monitor, mitigate and/or remediate) any and all
Hazardous Materials located in, on and under the Premises and the Property (other than those for which Tenant is responsible under this Section 30) as may be required pursuant to Environmental
Requirements, or as may be required for the health or safety of Tenant’s employees, and (ii) obtain, maintain, and comply with any and all permits required with respect to the Premises and the Property under applicable
Environmental Requirements, except for such permits specifically required and
held by Tenant in
connection with Tenant’s operations. Landlord shall indemnify, defend and hold Tenant harmless from and against
any and all losses, claims, demands, actions, suits, fines, penalties, liabilities, damages (including punitive damages and natural resource damages), costs and expenses (including investigation,
remediation, removal, repair, corrective action, or cleanup expenses, reasonable attorneys’ fees, consultant fees or expert witness fees) that are brought
or recoverable against, or incurred by Tenant arising from (i) any environmental condition existing prior to Tenant’s occupancy of the Premises in violation of Environmental Requirements, or (ii) the
release of Hazardous Materials by Landlord or any Landlord Parties affecting the Premises and in violation of Environmental Requirements; provided, however, that
such release is not due to the negligent act or omission or willful misconduct of any Tenant Party. Landlord
reserves the right to pursue any claim against any third party related to any matter set forth in this Section.
  

(e)Mitigation of Hazardous Materials. If during the Lease Term Hazardous Materials are hereafter discovered on the
Premises, or Tenant reasonably believes that any Hazardous Materials are located in, under, on or about the Premises in violation of any Environmental Requirements, Tenant shall promptly give Landlord notice thereof. Within thirty (30) days after notification from Tenant, Landlord shall diligently conduct its own
investigation to confirm such presence or release of Hazardous
Materials in violation of Environmental Requirements, and Landlord shall commence to mitigate impacts and effects of such Hazardous Materials to the extent Landlord is
required to do so by
Environmental Requirements within sixty (60) days after notification from
Tenant and thereafter diligently prosecute such mitigation to completion. If Landlord commences mitigation pursuant
to this paragraph, the Base Rent shall be equitably adjusted if
and to the extent and during the period the Premises are unsuitable for Tenant’s business.

 

(f)Survival. The obligations of Landlord and Tenant under this Section 30 shall survive termination or expiration of this
Lease.
  

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31.Security Service.
Tenant acknowledges and agrees that Landlord is not providing any security services with respect to the Premises and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises by any third party or any other breach of security with respect to the Premises, except to the extent such entry or breach of security is caused by the negligence or willful misconduct of any Landlord Party or a breach of this Lease by Landlord.
  

32.Force
Majeure. Neither party shall be held responsible for delays in the performance of its obligations hereunder when caused by industry-wide strikes, industry-wide lockouts or labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor that could not reasonably have been anticipated, governmental restrictions, regulations, or controls, inability of any utility company or
provider to connect or provide utility services to the Building or Premises, delay in issuance of permits beyond
time periods typical for the area, enemy or hostile governmental action, civil commotion, fire or other casualty,
any of which (a) could not reasonably have been anticipated by such party, (b) are beyond the reasonable control
of such party, and (c) by the exercise of due diligence, such party is unable, wholly or in part, to prevent or
overcome (“Force Majeure”), provided that this shall not apply to excuse any failure of either party to comply with any monetary obligations hereunder. In addition, Landlord will promptly notify Tenant by sending an email to opsrelegalnotice@amazon.com if Landlord or its agents, subcontractors, or consultants or any party acting on their behalf is directly or indirectly asked by any person to make or offer any payment to a government official or authority (or any other person at a government official’s request
or with such official’s assent or acquiescence) where making or offering the payment would cause Landlord to
violate, or be in violation of, any Legal Requirements or this Section. Furthermore, the parties acknowledge that extension of some of the deadlines in Section 1 and elsewhere in this Lease for Force Majeure is limited as set forth in such sections.
  

33.Entire
Agreement. This Lease, including its accompanying addenda and exhibits, and any non-disclosure agreement between Landlord and Tenant (or any of their affiliates) (collectively, the “Lease Documents”), constitute the complete agreement of Landlord and Tenant with respect to the subject matter hereof. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof.
In the event of any conflict between
such exhibits or addenda
and the terms of
this Lease, such exhibits
or addenda shall control.
Any capitalized terms used
but not defined in
any exhibit or addenda
to this Lease shall have the same
meaning ascribed to such term
in the body of this Lease. No representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord or Tenant, that are not contained in the Lease
Documents, and any prior agreements, promises, negotiations, or representations are superseded by the Lease Documents. This
Lease may not be amended except by an instrument in writing signed by
both parties hereto.
  

34.Brokers
. Each
party represents and warrants
that it has dealt
with no broker, agent
or other person in
connection with this transaction and that
no broker, agent or
other person brought about
this transaction, other than
the Brokers, whom Landlord agrees to compensate per separate agreement (a copy of which will be provided by Landlord to Tenant), and each party agrees to indemnify and hold the other harmless from and against any claims by
any other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with
the other party with regard
to this leasing transaction.

 

35.Miscellaneous.
  

(a)If any clause or provision of this Lease is determined to be illegal, invalid or
unenforceable under present or future Legal Requirements, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be
affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid
or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause
or provision as may be
possible and be legal, valid and enforceable.

 

(b)If
and when included within the term “Tenant,” as used in this instrument, there is more than one person, firm or corporation, each shall be jointly and severally liable for the obligations of
Tenant. If and when included within the term “Landlord,” as used in this instrument, there is more than one person, firm or corporation, each shall be
jointly and severally liable for the obligations of Landlord.

 

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(c)All notices, approvals, consents, requests or demands required or permitted to be given or served by either party to this Lease shall be in writing (unless otherwise expressly set forth herein to the contrary) and shall be delivered (i) personally, (ii) by depositing with the United States Postal Service, postage prepaid, by registered or certified mail, return receipt requested, (iii) by a nationally recognized overnight delivery service providing
proof of delivery, or (iv) by email or facsimile delivery, provided for delivery pursuant to this clause (iv) a copy is also sent pursuant to either clause (i), (ii) or (iii) above, and in all such events, properly addressed to the addresses set
forth on Addendum 3 hereto. Either party may by notice given aforesaid change its address for all subsequent notices. Except where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery or when delivery
is refused.

 

(d)Except
 as otherwise provided in this Lease, Landlord shall not unreasonably withhold, condition, or delay any consent or approval to be given
pursuant to this Lease.
  

(e)Any
law, usage, or custom to the contrary notwithstanding, each party shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of
either party at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or
manner contrary to the specific terms, provisions, and covenants of this Lease or as having modified the same, or a waiver by either party to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of such party’s right to enforce one or more of its rights in connection with any
subsequent default. A receipt by
either party of rent or
other payment with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by either party of any provision of this Lease shall be deemed
to have been made unless expressed in writing and signed by such
party.
  

(f)Upon Tenant’s
 request, Landlord shall execute a memorandum of lease in the form of Exhibit F hereto, which Tenant
may record at Tenant’s sole cost. Landlord will not record a memorandum of lease without Tenant’s prior consent, in its sole and
absolute discretion.
  

(g)The
submission by Landlord or Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution and
delivery of this Lease by
both parties.
  

(h)Words
 of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope
or intent of this Lease,
or any provision hereof,
or in any way affect
the interpretation of this Lease. The words “includes” or “including” are used in this Lease to provide information that is
illustrative or exemplary, and not exclusive or exhaustive.

 

(i)Landlord
 and Tenant each acknowledge
that it has had the
opportunity to review this Lease with legal counsel of its choice, and there will be no presumption that ambiguities will be construed or interpreted against
the drafter.
  

(j)Any
amount owing by either party pursuant to this Lease that is not paid within five (5) Business Days after receipt of notice that such amount is past due shall bear interest from such due date until paid in full at the lesser of the highest rate permitted by applicable Legal Requirements or twelve percent (12%) per year; provided that no interest shall be due until the
third such event in any three hundred and sixty-five (365) day period. If any applicable Legal Requirement is ever
judicially interpreted so as to render usurious any interest
called for under this
Lease, or contracted for, charged, taken, reserved, or received
with respect to this
Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected be credited on the applicable obligation (or, if
the obligation has been or would thereby be paid in full, refunded to the applicable party), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter
collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable Legal Requirements, but so as to
permit the recovery of the fullest
amount otherwise called for hereunder.

 

(k)Construction
 and interpretation of this
Lease shall be governed by
the Legal Requirements of
the state in which the Premises are located, excluding any principles
of conflicts of laws.

 

(l)Subject
 to Section 32, time is of the essence as to the performance of each party’s obligations under this Lease.

 

24
 





   


(m)Neither Landlord nor Tenant shall be liable to the other for consequential damages, such as lost profits or interruption of either party’s business, except
that this sentence shall not apply to Landlord’s breach
of its confidentiality obligations under this Lease. Any liability of Landlord under this Lease shall be limited solely to its interest in the Premises and to the rents and proceeds therefrom (including insurance proceeds), and in no event shall any recourse be had to any other property or assets of Landlord.

 

(n)“Business Day” means any day that is not a Saturday, Sunday, or federal
holiday.
  

(o)Landlord or Tenant may deliver executed signature pages to this Lease by electronic means to the other party, and the electronic copy shall be deemed to be effective as an original. This Lease may be executed in any number of counterparts, each of which
shall be deemed an
original and all of which
counterparts together shall constitute one agreement with the same effect as if the parties had signed the
same signature page.
  

(p)Each party
 represents to the other that it has the full right and authority to bind itself without the consent or approval of any other person or entity and that it has full power, capacity, authority and legal
right to execute and deliver this Lease and to perform all of its
obligations hereunder.
  

(q)It
is the express intention of both Landlord and Tenant that this Lease (including its accompanying addenda and exhibits) be considered a lease between Landlord and Tenant for all purposes, including federal and state tax purposes. Nothing in this Lease (including its accompanying addenda and exhibits) shall be construed
as creating a joint venture, partnership, tenancy-in-common, joint tenancy, financing, agency, or any relationship other
than a landlord-tenant relationship between Landlord and Tenant, express or implied, including for federal and state tax purposes. Landlord and Tenant shall treat this Lease (including its accompanying addenda and exhibits) as a lease in their separate books and records and in any reports to any third party.

 

(r)For
federal tax purposes, the parties intend that Tenant will not be treated as recognizing gross income as a result of receiving any allowance from Landlord to the maximum extent permitted under
applicable Legal Requirement. Consistent therewith, it is the express intention of both Landlord and Tenant that any “qualified lessee construction allowance”
(as defined in section
110 of the Internal
Revenue Code of 1986, as
amended, and the Treasury regulations thereunder (the “section
110 rules”)) shall qualify for the benefits accorded such allowances under the section 110 rules. Landlord and Tenant intend that any amount that is
received in cash by Tenant from Landlord (or that is treated as a rent reduction) is, unless Landlord and Tenant otherwise agree in writing, for the purpose of
constructing or improving “qualified long-term real property” (as defined in the section 110 rules) for use in Tenant’s trade or business at the “retail space” (as
defined in the section 110
rules), which constitutes the Premises subject to this Lease. With respect to any “qualified lessee construction allowance” (as defined in the section 110
rules), Landlord and Tenant shall comply with the section 110 rules, including the expenditure, consistent treatment, and information reporting rules under Treasury regulations section
1.110-1(b)(4), (5) and -1(c). In addition, the parties agree that Landlord will be treated for all purposes, including tax purposes, as the owner of any
improvements that were paid for with, or reimbursed by, an
allowance and Tenant will
be treated for all purposes, including tax purposes, as the owner of any improvements to the extent
that the cost for such improvements exceeds any allowance provided by Landlord or that were otherwise paid for by Tenant. Unless required to adopt a contrary
position as a result of an administrative or judicial proceeding, the parties agree to file all federal income tax returns in a manner consistent with, and to
take no action inconsistent with, the intentions set forth in this paragraph. The parties will provide each other with such cooperation as is reasonably necessary to implement the intentions of
this paragraph.
  

36.Confidentiality
. No Landlord Party shall make public announcements regarding Tenant’s proposed or actual occupancy of the Premises without Tenant’s prior consent, which Tenant may withhold in its sole and absolute discretion, and Landlord shall instruct its brokers, developers, contractors, subcontractors, agents and consultants to not make or issue any public announcement regarding Tenant’s proposed or actual occupancy of the Premises. In addition, all information specifically
labeled as “confidential” or that would reasonably be presumed to be confidential, including all nonpublic information relating to
Tenant’s technology, operations, customers, business plans, promotional and marketing activities, finances and other business affairs
(“Confidential Information”), that is learned by or disclosed to any Landlord Parties with respect to Tenant’s business in connection with this leasing
transaction shall be kept strictly confidential by such Landlord Parties and shall not be used (except for Landlord’s confidential internal purposes or as otherwise required by applicable Legal Requirements) or disclosed to others by
Landlord, or any other Landlord’s Parties, without the express prior consent of Tenant, which Tenant may withhold in its sole and absolute discretion. The provisions of this Section shall survive the expiration or termination of
this Lease and shall continue to bind Landlord after Landlord’s
conveyance of the Premises
or any portion thereof.

25
 





   

 

37.Energy and Communications Equipment.

 

(a)Energy and Communications Equipment. Subject to Landlord’s approval of the plans and specifications related thereto, which shall not be unreasonably
withheld, conditioned, or delayed and subject to any Legal Requirements, Landlord shall permit Tenant to install, operate, test and maintain, at Tenant’s sole expense, in the Building, on the roof or exterior of the Building or on the Land, in locations mutually acceptable to Landlord and Tenant, the following (collectively, the
“Energy and Communications Equipment”): (i) satellite dishes, cellular antennae and related equipment, and (ii) equipment related to renewable energy systems, including, without limitation, solar energy systems (“Solar Energy Systems”), and one or more hydrogen or other fuel cells, tanks and other associated equipment
(collectively, the
“Fuel Cell
Equipment”), in each case
which may
include ducts,
risers, closets,
pipes, lines, conduits and distribution systems connecting the Energy and Communications Equipment to the utilities
serving the Premises and/or directly to Tenant’s equipment in the Premises. In connection therewith, Tenant
shall also have the
right to
construct and
maintain related
improvements, including, but not limited to,
parking lot
canopies, concrete pads and concrete or asphalt driveways serving the Energy and Communications Equipment
(collectively, the “Energy-Related
Improvements”) on the exterior portion of the Premises in locations mutually acceptable to Landlord and
Tenant. Tenant shall be permitted to erect and maintain the Energy and Communications
Equipment for a term which will expire on the expiration or earlier termination of the Lease.
Tenant shall have the exclusive right to use the roof above the portion of the Building leased to
Tenant.
  

(b)Ownership; Use; Permits. Tenant or Tenant’s third party lenders and vendors shall at all times own the Energy and
Communications Equipment, and Tenant’s lenders and venders shall have the right to access the Premises in order to install, operate, inspect, maintain and
remove any Energy and Communications Equipment pursuant to the terms of this Lease. The Solar Energy System and the renewable energy (including environmental credits and related attributes)
produced by the Solar
Energy System are personal property, and shall not be considered the property (personal or otherwise) of Landlord upon installation of the system at the Premises. Tenant shall pay for all electrical costs resulting from the use of
the Energy and Communications Equipment. Landlord makes no representations or warranties to Tenant as to the permissibility of any Energy and Communications
Equipment on, in or under the Premises under applicable Legal Requirements. Landlord shall, at no cost to Landlord,
reasonably cooperate with Tenant to obtain or comply with any licenses, permits or other governmental permissions required in connection with the Energy and
Communications Equipment. In the event of a default related to the Energy and Communications Equipment, Landlord shall give Tenant an additional ten (10)
days’ notice and cure period beyond the notice and cure period set forth in Section 23(c) to allow Tenant to give notice to Tenant’s third party vendor of
such default and to coordinate cure of such default with such party.

 

(c)Installation. If required by Landlord’s roofing manufacturer in
connection with the installation of
any Equipment, Landlord as the
owner of the Premises and
the holder of the roof
warranty shall execute a roof manufacturer overburden waiver and Tenant shall comply with the terms thereof at
Tenant’s sole cost. Upon the expiration or earlier termination of this Lease, Tenant, at its sole cost and expense, shall remove all Energy and
Communications Equipment, repair any and all damage to the Premises, Building, and common areas resulting from the installation and removal of said Energy and Communication Equipment, and restore
the point of attachment to a clean and sealed condition. The foregoing Tenant restoration requirement shall not apply to any damage caused by the negligence or willful misconduct of
Landlord.
  

(d)
Access; Cooperation. Landlord shall, at no additional cost to or restrictions on Tenant and its service providers or
vendors (collectively, “Vendors”), allow Tenant and its Vendors, at Tenant’s sole cost and expense, to access the Premises for purposes of
installing, testing, monitoring, repairing, maintaining and removing any of the Energy and Communications Equipment. Subject to Landlord’s reasonable
approval of plans and locations, such activities may include, but are not limited to: (I) allowing each of
Tenant’s Vendors to install a fiber distribution panel within the Premises for purposes of providing connectivity to the Premises; (II) granting
Tenant’s Vendors access to and use of existing easement areas and telecommunications ducts, risers, closets, and conduits serving the Premises; (III)
allowing Tenant and its Vendors to install, monitor, and maintain equipment within the Premises for purposes of providing, receiving and monitoring telephone and network connectivity to the Premises, or
power from the Energy and Communications Equipment to the Premises or to Tenant’s Property (which may include slab and/or roof penetrations); (IV)
allowing Tenant and its Vendors to bring additional fiber optic lines to the Premises (including without limitation
establishing one or more additional pathways to the Premises) or overhead or underground conduit,
cabling, fiber, and 
 26







   

other power lines and distribution systems on the Land (including establishing one or more additional pathways to the Premises from the Energy-Related Improvements)
and to remove and replace curbing, pavement and sidewalks; and
(V) granting Tenant’s Vendors access to the Premises for purposes of refilling tank(s) with liquid hydrogen. Landlord shall execute any easement, right of entry agreement, or similar agreement reasonably requested by any of Tenant’s Vendors in connection with the provision of services to the Premises by such
Vendor. All such work by Tenant or Tenant’s Vendors
shall be subject to the terms applicable to Tenant-Made Alterations. Notwithstanding anything contained herein to the contrary, Landlord shall have no liability to Tenant as a result
of any actions of the Vendors (including damage to the Premises) or any damage or interruption of utility or other service to the Premises resulting from the repair, maintenance, installations of such equipment or the other activities of
such Vendors.
Subject to Sections 9 and 15, Tenant shall repair all damage to the Premises or the Project caused by the Vendors, their work or installations or the removal
of such work or installations, to the
extent such
work is done by or
on Tenant’s
behalf.
  

38.Generator
. Tenant, at Tenant’s sole cost and expense, may install and maintain one or more backup electrical generators and fuel tanks in or adjacent to the Premises in a location acceptable to Landlord (collectively, the “Generator”). The Generator and Generator pads shall be constructed in accordance with plans and specifications approved in advance by Landlord, which
plans shall include fencing and such curbing as is necessary to contain any fuel spill and to comply with Legal Requirements. Tenant shall be responsible for maintenance and repair of the Generator. The Generator shall be used only for backup power, and may not be used as a primary power source. Tenant shall have the right, at its sole cost and expense, to test the Generator from time to time. So long as the Generator and fuel tanks are in good
working order and free from leaks or other defects as reasonably determined by the Landlord based on an inspection of the same, upon expiration
or earlier termination of the Lease, Tenant shall have the right to leave the Generator and all associated tanks and equipment on the Premises
and shall have no obligation to remove the Generator or any Generator pad. Tenant may elect to remove the Generator but shall not be obligated to remove any Generator pad. To the extent
that Tenant elects to install the Generator, any transfer switch necessary therefore shall be installed at Tenant’s sole cost and expense,
but may be reimbursed pursuant to the Improvement Allowance.
  

39.Tenant’s
 Property; Waiver of Landlord’s Lien. Tenant’s property, racking, shelves, fixtures, Energy and Communications Equipment, Generator, Tenant HVAC, furnishings, equipment, furniture, accounts receivable, inventory or other personal property (“Tenant’s Property”), however installed or located on or about the Premises, shall be and remain the property of Tenant and may
be installed, modified, and removed at any time and from time to time during the Lease Term without Landlord’s consent. In no event (including a default under this
Lease) shall Landlord have
any lien or other
security interest in any
of Tenant’s Property or
Energy and Communications Equipment
located in the Premises
or elsewhere, and Landlord
hereby expressly waives and
releases any lien or other security interest however created or arising. Landlord shall, at Tenant’s request and cost, execute a reasonable lien waiver
and access
agreement requested by Tenant’s third party
solar vendor or a
reputable institutional lender providing financing for Tenant’s Property or Energy and Communications Equipment so long as such party
agrees (a) to provide Landlord with at least five (5) days’ prior notice before exercising any remedy to remove Tenant’s Property or Energy and Communications Equipment, (b) to allow a representative of Landlord to be present during the
exercise of any such remedy, (c) to repair and restore any damage caused by the removal of Tenant’s Property or Energy and Communications Equipment, (d) to carry at least the same level of insurance as required of Tenant during any time that such third party is on the
Premises, (e) to indemnify, defend and hold harmless Landlord from any claims arising out of or relating to the financing party’s exercise
of its rights, and (f) there will be no private or public auctions conducted at the Premises.

 

40.Code
of Conduct. Landlord acknowledges Tenant’s Code of Business Conduct and Ethics, posted at http://phx.corporate-ir.net/phoenix.zhtml?c=97664&p=irol-govConduct (the “Code”), prohibits the paying
of bribes to anyone for any reason, whether in dealings with governments or the private sector. Landlord
represents and warrants that neither it nor any employee, agent or other person acting on its behalf will:
  

(a)undertake,
 cause, or permit any act that would violate any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act, and the UK Bribery Act, or

 

(b)make,
 cause, or permit any offer, promise, or payment of money or any other thing of value to any third party, directly or
indirectly, to improperly influence the actions of any person, or to obtain any improper advantage in favor of Tenant in connection with any
services provided by Landlord under this Lease.

 

27
 





   


Landlord will report promptly to Tenant all pertinent facts relating to any improper solicitation, demand
or other request for a bribe, improper gift or anything of
value, made by any party in connection with any activities
performed by Landlord pursuant to this Lease. Landlord will fully assist and cooperate with any investigation of actual or suspected breach of this Section. Tenant may immediately terminate or suspend performance under this Lease if Landlord breaches this Section.

 

41.Tenant
HVAC. Subject to Landlord’s approval of the plans and specifications therefor, which approval shall not be unreasonably withheld, conditioned, or delayed, and subject to any Legal Requirements and the Permitted Exceptions, Landlord shall permit Tenant to install and maintain, at Tenant’s sole expense, HVAC systems servicing
the Premises, including cooling towers, on the portion of the roof above the Premises or on the ground near the Premises and otherwise in a location mutually acceptable to Landlord and Tenant (the “Tenant HVAC”). Tenant shall be required to comply with all Legal Requirements
necessary for the installation and operation of the Tenant HVAC. Tenant may, but shall not be obligated to, remove any of the Tenant HVAC at any time during, or upon the expiration of, the Lease Term, provided that in connection with any such removal Tenant shall restore the Premises to the condition required under Section 21 to the extent of damage or alteration caused by such removal. Tenant may elect to leave the Tenant HVAC in place upon the expiration
or earlier termination of the Lease Term so long as the Tenant HVAC is in good working order.

 

42.Option to Extend. Tenant shall have options to extend this Lease as provided for in Addendum 2.
  

43.ROFO to Purchase. Tenant
shall have the Right
of First Offer to
purchase the Building and
the Land under the terms set forth in Exhibit I.

 

44.Economic
 Development Credits and Incentives. Landlord acknowledges that Tenant may desire to seek, at Tenant’s
sole cost and expense, certain other economic development incentives including the creation of an enterprise zone, tax abatements, tax increment
financing, and/or industrial revenue bonds (collectively, the
“Incentives”) in connection with Tenant’s decision to conduct business on the
Premises. Landlord agrees that it will
reasonably cooperate with Tenant’s efforts to obtain such incentives, provided that the same do not impose any cost or liability on Landlord or the Premises that is not reimbursed promptly by Tenant upon the occurrence thereof.
All Incentives are for
the benefit of Tenant
and such Incentives shall be passed
through by Landlord to
Tenant in a manner
reasonably acceptable to Tenant, Landlord, and the applicable federal, state or local authorities so that, to the maximum extent possible, Tenant is placed in the same financial position as if it were to receive such Incentives directly.
Landlord agrees not to alter, modify or terminate the Incentives without Tenant’s prior consent and will follow Tenant’s reasonable written instructions as to the implementation and use of the Incentives; provided, however, that all reasonable costs incurred by Landlord in connection with the following of Tenant’s instructions or otherwise in connection with obtaining and implementing the Incentives
shall be paid for by Tenant.
  

45.Tenant
Guaranty. Amazon.com, Inc. (the “Tenant Guarantor”)
has provided a limited guaranty for Tenant’s payment obligations in this Lease in
the form attached hereto as Exhibit G.

 

46.Amazon Lockers. Subject
to Landlord’s reasonable approval of the plans and specifications related thereto, and subject to any applicable Legal Requirements, Tenant will be entitled, at Tenant’s cost and expense, to install a delivery kiosk/locker in any common areas at locations mutually agreeable to Landlord and Tenant, the parking areas and adjacent to the Premises (the “Amazon Lockers”) at no additional rent to Tenant. Upon expiration or earlier termination of this Lease, Tenant will remove the Amazon Lockers and all associated equipment, and will restore the area and repair any damage caused by such
removal except for reasonable wear and
tear and damage caused by any other tenants or a Landlord Party. Amazon Lockers are storage units for deliveries and returns authorized by Tenant or
a Tenant Affiliate.
  
  

[SIGNATURES
ON NEXT PAGE]
  

 

 

 

28
 





   

IN WITNESS WHEREOF, Landlord has executed this Lease as of the date set forth below, to be effective as of the later of the dates shown on the parties’ signature pages (the “Effective Date”).

 
 
	
LANDLORD:

	  
	  

	
NP OAKLEY, LLC

	
a Delaware limited liability company

	  
	  

	
By:
	
NPD Management, LLC, its Manager

	  
	  

	
By
	
/s/ Nathaniel Hagedorn

	  
	
Nathaniel Hagedorn, its Manager

	  

	
Date signed
	
2/7/20



  
  

 

S - 1
 





   

IN WITNESS WHEREOF, Tenant has executed this Lease as of the date set forth below, to be effective as of the Effective Date.
  

 
 
	
TENANT:

	  
	  

	
AMAZON.COM SERVICES LLC,

	
a Delaware limited liability company

	  
	  

	
By
	
/s/ Craig Brandt

	
Name
	
Craig Brandt

	
Title
	
Authorized
Signatory

	  
	  

	
Date signed
	
2/7/20



  
  

 

S
- 2
 





   


ADDENDUM 1

BASE
RENT
  
 
	
 
	
AMZL
 Oakley, CA - 12 Year Term (All Capitalized)

	
Size (SF)
	
Acreage

	
145,503
	
25.00

	
 

	
 
	
Project
 Costs

	
 
	
Base Costs
	
 
	
Capitalized

	
 

	
Cost
	
$***
	
 
	
$***
	
 

	
Cost / SF
	
$***
	
 
	
$***
	
 

	
 

	
 
	
Total
 Project Costs

	
$***
	
$***

	
 

	
 
	
 
	
 

 

Cap Rate (Cap

+ Amort Costs)
	
 

 

 

Amort. Rate
	
 

 

 

Annual Escalations

	
 
	
***%
	
0.00%
	
2.00%

	
 

	
 

YEAR

	
 
	
Base


Rate

	
Cap.
 $

PSF

	
 

Amort.
 $ PSF
	
 

Total
 Rate
	
 

Annual
 cost

	
Year 1
	
$22.17
	
$22.17
	
$0.00
	
$22.17
	
$3,225,754

	
Year 2
	
$22.61
	
$22.61
	
$0.00
	
$22.61
	
$3,290,269

	
Year 3
	
$23.07
	
$23.07
	
$0.00
	
$23.07
	
$3,356,074

	
Year 4
	
$23.53
	
$23.53
	
$0.00
	
$23.53
	
$3,423,196

	
Year 5
	
$24.00
	
$24.00
	
$0.00
	
$24.00
	
$3,491,660

	
Year 6
	
$24.48
	
$24.48
	
$0.00
	
$24.48
	
$3,561,493

	
Year 7
	
$24.97
	
$24.97
	
$0.00
	
$24.97
	
$3,632,723

	
Year 8
	
$25.47
	
$25.47
	
$0.00
	
$25.47
	
$3,705,377

	
Year 9
	
$25.98
	
$25.98
	
$0.00
	
$25.98
	
$3,779,485

	
Year 10
	
$26.49
	
$26.49
	
$0.00
	
$26.49
	
$3,855,074

	
Year 11
	
$27.02
	
$27.02
	
$0.00
	
$27.02
	
$3,932,176

	
Year 12
	
$27.57
	
$27.57
	
$0.00
	
$27.57
	
$4,010,819

	
GAAP
	
$24.78
	
$24.78
	
$0.00
	
$24.78
	
$3,605,342

	
 

	
 
	  
	
Total Rent Consideration
	
 
	
$43,264,098




  

 
  

 

Addendum
1 - 1 
 





   

ADDENDUM 2 

EXTENSION
 OPTIONS

(a)Tenant
 (or any permitted Transferee) shall have the right to extend the Lease Term for four (4) additional term(s) of five (5)
years each, and a fifth
right to extend for a
term of two (2) years and eleven (11) months (each an “Extension Term”) commencing on the day following the expiration of the Lease Term or the applicable Extension Term, as the case may be (each a “Commencement Date of the Extension Term”). Tenant shall give
Landlord notice (the “Extension Notice”) of its election to extend the Lease Term (as it may have been extended pursuant to the terms herein) at
least two hundred seventy (270) days prior to the scheduled expiration date of the Lease Term or applicable Extension Term (the “Extension Notice Deadline”).

 

(b)The
Base Rent payable by Tenant during the first and second Extension Terms shall be one hundred percent (100%) of the then prevailing market rate for new leases for
comparable space in comparable buildings, with comparable levels of improvements and site improvements funded
solely by Landlord, in the
Oakley, California industrial market and shall include any tenant
improvement allowance determined to be consistent with the prevailing market rate (“Fair Market Rent”). Fair Market Rent shall be adjusted
to take into account the size
of the Premises, the
length of the extension
term, and the credit of
Tenant (except that, so
long as Tenant is a
wholly owned subsidiary of Amazon.com, Inc. or its successor or of a subsidiary or sister company of Amazon.com, Inc. or its successor, the credit of
Amazon.com, Inc. or its successor shall be taken into account rather than the credit of Tenant), but shall be calculated without taking into account any increased electric service or capacity to the
Premises obtained by or for Tenant, or any improvements to the Premises installed after the Commencement Date by Tenant or after the Commencement Date by Landlord for Tenant or that Tenant is treated as owning in accordance with Section 35(r) of the Lease. Fair Market Rent shall reflect all monetary and non-monetary
concessions being granted to tenants for comparable transactions, including brokerage commissions, improvements performed by landlords and tenant improvements allowances, moving
allowances, and rent concessions.
  

(c)Landlord
 shall notify Tenant of its determination of the Fair Market Rent (consistent with the methodology reflected in the
definition above) and of the
deadline for Tenant’s Extension Notice for the applicable Extension Term no earlier than four hundred and twenty-five (425) days and no later than three hundred and sixty-five (365) days prior to the scheduled expiration date of the Lease Term or the then-current Extension Term. If Tenant disagrees with Landlord’s determination of the Fair Market Rent, Landlord and Tenant shall confer for a period of thirty (30) days in an attempt to
agree on the Fair Market Rent. In the event Landlord and Tenant fail to reach an agreement on such rental rate within such thirty (30)-day period, then the Fair
Market Rent that will be used in computing Base Rent for the applicable Extension Term shall be determined as follows: within five (5) days after the expiration of the thirty (30)- day period described above, Landlord
and Tenant shall each
select an appraiser with at
least ten (10) years’ experience in the market in which the Premises are located. If the two appraisers are unable to agree on the Fair Market Rent within ten (10) days after their selection, they shall select a similarly qualified third appraiser
(the “Neutral Appraiser”). Within twenty (20) days after selection of the Neutral Appraiser, the three appraisers shall simultaneously exchange
determinations of the Fair Market Rent. If the lowest appraisal is not less than ninety percent (90%) of the highest appraisal, then the three appraisals shall be
averaged and the result shall be the Fair Market Rent. If the lowest appraisal is less than ninety percent (90%) of the highest appraisal, then the Fair Market Rent shall be deemed the rate set forth in the appraisal submitted by an appraiser appointed by a party that is closest in dollar amount to the appraisal submitted by the Neutral Appraiser. If the Fair Market Rent has not been determined on or before the date that is thirty
(30) days prior to the deadline for Tenant to deliver its extension notice for the applicable Extension Term, the Extension Notice deadline shall be extended so
that Tenant has thirty (30) days after the determination of Fair Market Rent in which to deliver such notice. Each party shall pay the cost of its own appraiser and the
parties shall share the cost of the Neutral Appraiser equally.

 

(d)Tenant
 shall continue to pay Landlord as set forth in the Lease for Operating Expenses during the applicable Extension Term. Subject to Section 6 of the Lease, the
annual estimated Operating Expenses shall be reset prior to the commencement of each Extension Term, and such amounts shall be subject to the cap on increases in controllable Operating Expenses
as set forth in the Lease.

 

(e)Except
 for the Base Rent as determined above, Tenant’s occupancy of the Premises during the applicable Extension Term shall be on the same terms and conditions as are in effect immediately prior to the
expiration of the initial Lease Term; provided, however, Tenant shall have no
further right to any options to extend the Lease except as set forth in this Addendum 2.
  

(f)If
the Lease is extended for an Extension Term, then Landlord shall prepare an amendment to the Lease confirming the extension of the Lease Term and the other provisions applicable thereto and Landlord and
Tenant shall execute the amendment within thirty (30) Business Days after agreement on the final form of such amendment, provided that any such extension shall be
effective irrespective of the execution of any such amendment.
  

(g)If
Tenant exercises its right to extend the term of the Lease for an Extension Term pursuant to this Addendum, the term “Lease Term” as used in the Lease, shall be construed to include the applicable Extension Term.

Addendum
2 - 1 
 





   

 

(h)Subject
 to Section 35(r) of the Lease, if a tenant improvement allowance is determined to be part of the Fair Market Rent for any Extension Term, then, at Tenant’s option, either (i) Landlord shall provide
such allowance to Tenant which must be used to perform improvements to the Premises, whether the tenant improvements are performed by Tenant or by Landlord on behalf of
Tenant, or (ii) the allowance shall be applied as credit against
the first payments of Rent
due during the applicable Extension Term.
  

 
  

Addendum
2 - 2 
 





   

ADDENDUM 3 

NOTICE
 ADDRESSES

LANDLORD’S NOTICE ADDRESS:
  

Address:

 

4825 NW 41st Street, Ste. 500

Riverside, Missouri 64150

 Attn:
Nathaniel Hagedorn

Email:
nathaniel@northpointkc.com 

Telephone:
816-888-7381
  

With copy to:

 

Timothy C. Klink, Esq.

4825 NW
41st Street, Ste. 500

Riverside, Missouri 64150
 Email: tklink@northpointkc.com 

Telephone:
913-579-9801
  

FOR
REQUESTS FOR CONSENT TO TENANT-MADE ALTERATIONS UNDER SECTION 12,
EMAILS TO BE SENT TO LANDLORD AT: nathaniel@northpointkc.com

 

FOR NOTICE OF A MATERIAL INTERFERENCE
UNDER SECTION 25(a), EMAILS
TO BE SENT AS FOLLOWS:

 

To Landlord: nathaniel@northpointkc.com and tklink@northpointkc.com 

To Tenant: email addresses set forth
below.
 TENANT’S
NOTICE ADDRESS:
  

c/o Amazon.com, Inc.
 Attention: Real Estate Manager (NA Ops: DFO2)

Attention: General Counsel (Real Estate (NA Ops): DFO2) 

Attention: NA Ops Asset Management (DFO2)
  

Each with an address of:

410 Terry Ave. N

Seattle, WA 98109-5210

Telephone:
(206) 266-1000
  

With copies to:

naops-propmgmt@amazon.com;
opsrelegalnotice@amazon.com;
 na-realestate@amazon.com; naops-rent@amazon.com
  

using the subject line—Re: DFO2 and reason
for the notice (e.g.,
default, cease & desist, bribery or anti-corruption)
  

 
  

Addendum
3 - 1 
 





   

EXHIBIT A-1
  

SITE
PLAN FOR PREMISES
  



  

 

Exhibit
A-1 - 1
 





   

EXHIBIT A-2

 

LEGAL
DESCRIPTION OF LAND
  

REAL PROPERTY SITUATE IN THE CITY OF OAKLEY, COUNTY OF CONTRA COSTA,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
 BEING A PORTION OF
PARCELS FIVE, SIX, AND SEVEN AS SAID PARCELS ARE DESCRIBED IN THAT GRANT DEED TO THE CHEMOURS COMPANY FC, LLC RECORDED JANUARY 30, 2015 AS DOCUMENT NUMBER 2015-0016164 AND FURTHER DESCRIBED AS PARCELS A, B, AND C IN LOT LINE ADJUSTMENT LLA 09-02
RECORDED OCTOBER 5, 2009 AS DOCUMENT NUMBER 2009-0234499, BOTH ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT AN ANGLE POINT IN THE SOUTHERN LINE OF SAID PARCEL
FIVE, SAID POINT BEING THE NORTHEAST CORNER OF THAT PARCEL OF LAND DESCRIBED IN THE GRANT DEED TO PG&E FILED IN BOOK 3839, PAGE 170, OFFICIAL RECORDS OF CONTRA COSTA COUNTY;

THENCE, FROM SAID POINT OF BEGINNING, ALONG SAID SOUTHERN LINE OF
PARCEL FIVE, NORTH 89 02’36” WEST, 605.45 FEET;

THENCE, LEAVING SAID SOUTHERN LINE, NORTH
00 59’16” EAST, 796.40 FEET;
 THENCE, NORTH
37 21’04” EAST, 29.97 FEET;
 THENCE, SOUTH
89 23’25” EAST, 146.47 FEET;
 THENCE, ALONG THE
ARC OF A TANGENT 537.00 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 10 00’00”, AN ARC DISTANCE OF 93.72 FEET;

THENCE, NORTH 80 36’35” EAST, 51.91 FEET;

THENCE, ALONG THE ARC OF A TANGENT 463.00 FOOT RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 04 59’15”, AN ARC DISTANCE OF 40.30 FEET;

THENCE, NORTH 85 35’50” EAST, 134.32 FEET;

THENCE, ALONG THE ARC OF A TANGENT 532.00 FOOT RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 05 00’45”, AN ARC DISTANCE OF 46.54 FEET;

THENCE, SOUTH 89 23’25” EAST, 564.39 FEET;

THENCE, ALONG THE ARC OF A TANGENT 35.00 FOOT RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 90000’00”, AN ARC DISTANCE OF 54.98 FEET;

THENCE, SOUTH 00 36’35” WEST,1,149.98 FEET;

THENCE, ALONG THE ARC OF A TANGENT 60.00 FOOT RADIUS CURVE TO THE
LEFT, THROUGH A CENTRAL ANGLE OF 79 25’04”, AN ARC DISTANCE OF 83.17 FEET;

THENCE, SOUTH 11 11’31” WEST, 45.53 FEET;

THENCE, NORTH 78 48’29” WEST, 292.57 FEET;

THENCE, NORTH 88 56’32” WEST, 84.16 FEET;

THENCE, NORTH 01 03’26” EAST, 372 86 FEET;

Exhibit
A-2 - 1
 





   

THENCE, NORTH 89 02’36” WEST, 200.00 FEET TO THE POINT OF BEGINNING 

CONTAINING 25.05 ACRES OF LAND, MORE OR LESS.

ATTACHED HERETO IS EXHIBIT B, A PLAT TO ACCOMPANY LEGAL
DESCRIPTION, AND BY THIS REFERENCE MADE A PART HEREOF.
  

END OF DESCRIPTION

 
 
	  
	
\s\ Mark H. Wehber,
P.L.S.       1/22/2020

	 

	
MARK H. WEHBER, P.L.S.

L.S. NO. 7960




 
  

 

Exhibit
A-2 - 2
 





   

EXHIBIT B

PERMITTED
EXCEPTIONS
 
	
1.
	 Intentionally deleted




 
 
	 2.
	
A.  Property
taxes, including any personal property taxes and any assessments collected with taxes are as follows:



  


		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-008

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $77.98 Paid

	 2nd Installment:
	 $77.98 Open

	
Exemption:
	
$0.00

	
Land:
	
$5,319.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041121

	
Affects:
	 Parcel One



  
 
	
 
	 B.
	
Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-009

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $172.85 Paid

	 2nd Installment:
	 $172.85 Open

	
Exemption:
	
$0.00

	
Land:
	
$22,414.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041122

	
Affects:
	 Parcel Two



  
 
	
 
	 C.
	
Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-010

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $2,049.92 Paid

	 2nd Installment:
	 $2,049.92 Open

	
Exemption:
	
$0.00

	
Land:
	
$360,656.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041123

	
Affects:
	 Parcel Three



  

Exhibit
B - 1
 





   
 
	
 
	 D.
	 Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-014

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $7,049.62 Paid

	 2nd Installment:
	 $7,049.62 Open

	
Exemption:
	
$0.00

	
Land:
	
$144,880.00

	
Improvements:
	
$611,460.00

	 Bill No.:
	 041124

	
Affects:
	 Parcel Eight



  
 
	
 
	 E.
	
Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-015

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $7,405.40 Paid

	 2nd Installment:
	 $7,405.40 Open

	
Exemption:
	
$0.00

	
Land:
	
$299,942.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041125

	
Affects:
	 Parcel Nine



  
 
	  
	 E.
	 Property taxes, including any personal
property taxes and any assessments collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-016

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $5,829.86 Paid

	 2nd Installment:
	 $5,829.86 Open

	
Exemption:
	
$0.00

	
Land:
	
$734,502.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041126

	
Affects:
	 Parcel Ten



  
 
	
 
	 G.
	
Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-017

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $610.99 Paid

	 2nd Installment:
	 $610.99 Open

	
Exemption:
	
$0.00

	
Land:
	
$101,366.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041127

	
Affects:
	 Parcel Eleven




Exhibit
B - 2
 





   
 
	
 
	 H.
	 Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-018

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $1,025.97 Paid

	 2nd Installment:
	 $1,025.97 Open

	
Exemption:
	
$0.00

	
Land:
	
$78,108.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041128

	
Affects:
	 Parcel Six



  
 
	
 
	 I.
	
Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-020

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $2,031.39 Paid

	 2nd Installment:
	 $2,031.39 Open

	
Exemption:
	
$0.00

	
Land:
	
$158,447.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041129

	
Affects:
	 Parcel Seven



  
 
	
 
	 J.
	
Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-021

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $3,460.11 Paid

	 2nd Installment:
	 $3,460.11 Open

	
Exemption:
	
$0.00

	
Land:
	
$272,613.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041130

	
Affects:
	 Parcel Twelve



  
 
	
 
	 K.
	
Property taxes,
including any personal
property taxes and any assessments
collected with taxes are as
follows:



  
 
		
	 Code Area:
	
19091

	 Tax Identification No.:
	
037-020-022

	 Fiscal Year:
	
2018-2019

	 1st Installment:
	 $3,191.84 Paid

	 2nd Installment:
	 $3,191.84 Open

	
Exemption:
	
$0.00

	
Land:
	
$365,346.00

	
Improvements:
	
$0.00

	 Bill No.:
	 041131

	
Affects:
	 Parcel Four



  
 
	 3.
	
Intentionally deleted



  


	 4.
	
There were no taxes
assessed for Assessor's Parcel Number
037-020-019 for the
2018-2019 Fiscal Year.




 

Exhibit
B - 3
 





   
 
	 5.
	 Prior to the closing, Escrow must contact the Contra Costa County Tax Collector's Office (925-957- 5280) to confirm all amounts
owing, including current
fiscal year taxes,
supplemental taxes, escaped
assessments and any
delinquencies.



  
 
	 6.
	 Any liens or other
assessments, bonds, or special district
liens including without
limitation, Community Facility
Districts, that arise by reason of any local, City,
Municipal or County
Project or Special
District.



  

None are currently due or payable

 
 
	 7.
	 The lien
of supplemental or escaped assessments of property taxes, if any, made pursuant to the provisions of Chapter 3.5 (commencing
with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of the Revenue and Taxation
Code of the State of
California as a result of the transfer
of title to the vestee named in Schedule A or resulting from a change in
ownership or new construction occurring on or after Date of
Policy.



  
 
	 8.
	
Water rights,
claims
or
title
to
water, whether or not disclosed
by the
public records.




 
 
	 9.
	 Any adverse
claim based upon the assertion
that:



  
 
	
 
	 a.
	
Some portion
of
said Land is tide or
submerged land, or has been
created by artificial
means
or has
accreted to such
portion so created.
	
 




 
 
	
 
	
b.
	 Some portion of said Land has been brought
within the boundaries
thereof by an avulsive movement of San Joaquin River or has been formed by accretion
to any such portion.
	
 




 
 
	 10.
	
Rights and
easements for navigation and fishery
which
may
exist over that
portion
of said
Land lying beneath the waters of San Joaquin
River.



  
 
	 11.
	 Any
rights, interest or claims which may exist or arise by reason of said land or portions thereof being or having been used by the public for beach,
recreational, or other
public purposes or for access to other
lands being used for any such beach,
recreational, or other public purposes.



  


	 12.
	 Any adverse
claim based upon the assertion
that
said
Land
or any
part thereof is now or at any time has been included within a navigable river,
slough, or other navigable
body of water.



  
 
	 13.
	
Rights of the public for street
purposes to any portion of the Land lying within the area
commonly known as Wilbur Avenue.




 
 
	 14.
	
Easement(s) for the purpose(s)
shown below and rights incidental
thereto, as granted in a 




 

document: Granted
to:Great Western Power Company of California
 
	
Purpose:
	
Pole Line Purposes

	 Recording Date:
	
December 17, 1929

	 Recording No.:
	 Book 220 of Official




 

Records,
Page 84 Reference is hereby made to said  document for full particulars.
  

The
exact location and extent of said easement is not disclosed of record.

 
 
	 15.
	
Easement(s) for the purpose(s)
shown below and rights incidental
thereto, as granted in a 




 

document: Granted to: The Pacific Telephone and
Telegraph Company, a corporation
 
	
Purpose:
	
Utility facilities Recording Date: June 4,
1941

	 Recording No.:
	 Book 598 of Official




 

Records,
Page 330 Reference is
hereby made to said 
document for full particulars.

 

The
exact location and extent of said easement is not disclosed of record.

Exhibit
B - 4
 





   
  
 
	 16.
	
Easement(s) for the purpose(s)
shown below and rights
incidental thereto, as
granted in a document:




 
 
	 Granted to:
	
Standard Pacific Gas Line Incorporated
and Natural Gas Corporation of California

	
Purpose:
	
Pipe Line  Purposes

	 Recording Date:
	 April 30, 1942

	 Recording No.:
	 Book 617
of Official Records, Page 318

	
Affects:
	 A portion
of Parcel Five



  

Reference
is hereby made to said
document for full particulars.

 
 
	 17.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document:
Granted to: Pacific Gas and Electric Company, a California corporation
 
	
Purpose:
	 Pipe lines

	 Recording Date:
	
August 26, 1942

	 Recording No.:
	 Book 685 of Official Records, Page 26

	
Affects:
	 A portion of
said land



  

Reference
is hereby made to said
document for full particulars.

 

A
portion of said easement was quitclaimed by document recorded July 9, 1957, in Book 3010, Page 482,
Official Records.
  
 
	 18.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a



  

document: Granted to: Standard Pacific Gas Line
Incorporated
 
	
Purpose:
	 Pipe
line

	 Recording Date:
	 December 8, 1943

	 Recording No.:
	 Book 765 of
Official Records, Page 104

	
Affects:
	 A portion of
Parcel  Five



  

Reference
is hereby made to said
document for full particulars.

 
 
	 19.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a



  

document: Granted to: Pacific Gas and Electric
Company, a California corporation
 
	
Purpose:
	 Pipe lines 

	 Recording Date:
	 July 31, 1944

	 Recording No.:
	 Book 790 of Official Records, Page 497

	
Affects:
	 A portion of
said land



  

Reference
is hereby made to said
document for full particulars.

 
 
	 20.
	
Easement(s) for the purpose(s)
shown below and rights
incidental thereto, as
granted in a document:




 
 
	 Granted to:
	 Pacific Gas
and Electric Company

	
Purpose:
	 Gas
pipelines

	 Recording Date:
	
July 31, 1944

	 Recording No.:
	 Book 793 of Official Records, Page 373

	
Affects:
	 A portion of said   Land




 

Reference
is hereby made to said
document for full particulars.

 

A
portion of said easement
was quitclaimed by document recorded July 9, 1957, in Book 3010, Page 482, Official Records.

 
 
	 21.
	 Intentionally deleted




 
 
	 22.
	 Intentionally
deleted




Exhibit
B - 5
 





   
  


	 23.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a document: Granted to: Pacific Gas and Electric Company



  


	
Purpose:
	
Electrical facilities

	 Recording Date:
	 September 6,
1950

	 Recording No.:
	 Book 1629 of
Official Records, Page 68

	
Affects:
	 A portion of
Parcel Two



  

A portion of said easement has
been quitlclaimed by document recorded June 30, 1961, in Book 3900 of Official Records, page
129.
  

Reference
is hereby made to said
document for full particulars.

 
 
	 24.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document: Granted to:
Pacific Gas and Electric Company, a California corporation
 
	
Purpose:
	 Gas pipelines 

	 Recording Date:
	 January 23, 1951

	 Recording No.:
	 Book 1706 of
Official Records, Page 139

	
Affects:
	 A portion of said land




 

Reference
is hereby made to said
document for full particulars.

 
 
	 25.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document: Granted to: Pacific Gas and Electric
Company
 
	
Purpose:
	 Gas pipe lines 

	 Recording Date:
	 February 4, 1952

	 Recording No.:
	 Book 1886 of
Official Records, Page 548

	
Affects:
	 A portion of
Parcel Five



  

Reference
is hereby made to said
document for full particulars.

 
 
	 26.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto as reserved in a 



  

document; Reserved by: Pacific Gas and Electric
Company, a California corporation
 
	
Purpose:
	 Ingress
and egress

	 Recording
Date:
	 July 9, 1957

	 Recording No.:
	 38807, Book 3010 of Official Records,
Page 476

	
Affects:
	 A portion of said land




 

Reference
is hereby made to said
document for full particulars.

 
 
	 27.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document: Granted to: Pacific Gas and Electric
Company
 
	
Purpose:
	
Gas pipelines

	
Recording Date:
	
July 9, 1957

	 Recording No.:
	 Book 3010 of
Official Records, Page 488

	
Affects:
	 A portion of said land




 

Reference
is hereby made to said
document for full particulars.

 
 
	 28.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document: Granted to: Oakley County Water
District
  
 
	
Purpose:
	 Water pipe
lines




Exhibit B - 6
 





   
 
	 
Recording Date:
	
September 25, 1957

	 Recording No.:
	 Book 3049 of
Official Records, Page 427

	
Affects:
	 A portion of
Parcel Five, Six and Eight



  

Terms,
Provisions and Conditions as contained in said document. 

 

Reference is hereby made to said document for full particulars.
  
 
	 29.
	
Easement(s) for the purpose(s)
shown below and rights
incidental thereto,
as granted in a document:



  


	 Granted to:
	
The Pacific Telephone and Telegraph
Company, a California corporation

	
Purpose:
	 Utility facilities

	 Recording Date:
	 August 11, 1958

	 Recording No.:
	 Book 3208 of
Official Records, Page 337

	
Affects:
	 A portion of said land




 

Reference
is hereby made to said
document for full particulars.

 
 
	 30.
	
Easement(s) for the purpose(s)
shown below and rights
incidental thereto,
as granted in a document:



  


	 Granted to:
	
Pacific Gas and Electric Company, a California corporation

	
Purpose:
	 Gas pipelines

	 Recording Date:
	 April 5, 1961

	 Recording No.:
	 Book 3839 of
Official Records, Page 172

	
Affects:
	 A portion of said land




 

Reference
is hereby made to said
document for full particulars.

 
 
	 31.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document: Granted to: Pacific Gas and Electric
Company
 
	
Purpose:
	 Gas pipe line

	 Recording Date:
	
October 15, 1981

	 Recording No.:
	 81-135036, Book 10537, Page 56 of Official Records

	
Affects:
	 A portion of Parcel Nine




 

Terms,
Provisions and Conditions as contained in said document. 
  

Reference is hereby made to said document for full particulars.
  
 
	 32.
	
Easement(s) for the purpose(s)
shown below and rights
incidental thereto,
as granted in a document:



  


	 Granted to:
	
Pacific Bell

	
Purpose:
	 Utility
facilities

	
Recording Date:
	
December 11, 1989

	 Recording No.:
	
89-250350, Book 15530 of Official Records, Page
680

	
Affects:
	 A portion of said land




 

Reference
is hereby made to said
document for full particulars.

 
 
	 33.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document: Granted to: Contra Costa County Flood
Control and Water Conservation District
 
	
Purpose:
	
Pipe line purposes

	 Recording Date:
	
February 27, 1992

	 Recording No.:
	 92-43506, Book 17262 of Official Records, Page 467

	
Affects:
	 A portion of Parcels Two and Three



  

Reference
is hereby made to said
document for full particulars.

Exhibit
B - 7
 





   
  


	 34.
	
Easement(s) for the purpose(s)
shown below and rights
incidental thereto, as
granted in a document:




 
 
	 Granted to:
	 California
Department of Fish and
Game

	
Purpose:
	
Conservation

	
Recording Date:
	 January 10, 1997

	 Recording No.:
	 97-5086 of Official Records

	
Affects:
	 A portion of said land




 

Reference
is hereby made to said
document for full particulars.

 
 
	 35.
	
Intentionally deleted



  


	 36.
	 The Land
described herein is
included within a project area of the
Redevelopment Agency shown below, and
that proceedings for the redevelopment of said project have been instituted under the Redevelopment Law (such redevelopment
to proceed only after the
adoption
of the
Redevelopment Plan) as
disclosed by a
document.



  
 
	
Redevelopment Agency:
	 Oakley
Redevelopment Project Area

	 Recording Date:
	
November 9, 2001

	 Recording No.:
	 2001-346473, of Official Records




 
 
	 37.
	
Intentionally deleted




 
 
	 38.
	 Easement(s) for the purpose(s)
shown below and rights incidental thereto, as granted in a 



  

document: Granted to: Pacific Gas and Electric
Company, a California corporation
 
	
Purpose:
	 Gas pipelines

	 Recording Date:
	
October 24, 2012

	 Recording No.:
	 2012-268999, of Official



  

Records Reference is hereby made to said document for full particulars.
  
 
	 39.
	 The following unrecorded documents have been disclosed
to
this company:




 
 
	
 
	 a)
	 An easement
dated March 17, 1958 in favor of
Pacific Gas and Electric Company for
pipe line, and
incidental purposes.




 
 
	  
	 Affects:
	 A portion of Parcel Five




 
 
	
 
	 b)
	 An easement
dated March 6, 1959 in favor of
Pacific Gas and
Electric Company, for pole line, and incidental
purpose



  
 
	  
	 Affects:
	 A portion of Parcel Five and
Six



  
 
	
 
	 c)
	 A Lease
Easement and Sidetrack Agreement, dated
March 3, 1967,
executed by and
between The Atchison,
Topeka and Santa Fe Railway
Company and E.I. du Pont de Nemours
and Company.




 
 
	  
	 Affects:
	 A portion of Parcels Four, Five, Seven
and Twelve



  
 
	
 
	 d)
	 An easement
dated March 24, 1980, in favor of Union Carbide
Corporation, for pipe
line, and incidental
purposes.



  
 
	  
	 Affects:
	 A portion of Parcels Five and
Seven



  
 
	 40.
	
Intentionally deleted



  

Exhibit
B - 8
 





   
 
	 41.
	 Matters contained
in that certain document 




 

Entitled:

 
 
	 Grant Deed
	  

	 Executed
by:
	 E. I. DU PONT DE NEMOURS AND COMPANY, a Delaware
corporation and The Chemours Company FC, LLC, a Delaware limited liability company

	 Recording Date:
	 January 30,
2015

	 Recording No.:
	 2015-16164, of Official



  

Records Reference is hereby made to said document  for full particulars.
  
 
	 42.
	
Intentionally deleted



  


	 43.
	
Intentionally deleted




 
 
	 44.
	 Any rights,
interests, or claims
which
may
exist
or
arise
by reason of the following
matters disclosed by
survey,



  
 
	 Job No.:
	
1073-010

	
Dated:
	 November 19,
2018

	 Prepared by:
	 CBG, Civil Engineers

	 Matters shown:
	 See below



  
 
	
 
	 a.
	 The fact that private
roadways cross over
portions
of said
land.



  
 
	
 
	 b.
	 The fact that improvements (paved parking spaces) encroach onto a Northwestern portion of said land.




 
 
	
 
	 c.
	 The fact that railroad
tracks encroach onto the southern
portion of said
land.



  
 
	
 
	 d.
	
Fence(s), gate(s) do not
correspond with the property line.
	
 




 
 
	 45.
	
Intentionally deleted



  


	 46.
	
Among other
matters said Survey
discloses easements or lesser rights in connection
with
the
use
and operation of Marina Improvements,
Parking and Storage of
Boats.



  

 

Exhibit
B - 9
 





   

 

EXHIBIT C

 

FORM OF NOTICE OF LEASE TERM DATES

 

Date:                                   

  
 
	
To:
	  
	
AMAZON.COM SERVICES LLC

	  
	  
	 c/o Amazon.com, Inc.

	  
	  
	 Attention: Real Estate Manager (NA Ops: DFO2)

Attention:
General Counsel (Real Estate (NA Ops): DFO2) 

Attention:
NA Ops Asset Management (DFO2)

	  
	  
	  

	  
	  
	 Each with an address of:

	  
	  
	 410 Terry
Ave. N Seattle, WA 98109-5210

	  
	  
	 Telephone: (206) 266-1000



  

RE:    Lease
dated                            , 20       between NP Oakley, LLC, a Delaware limited liability company (“Landlord”), and Amazon.com Services LLC, a
Delaware limited liability company (“Tenant”), concerning the Premises located at 6200 Bridgehead Road, Oakley,
California (“Lease”).
  

In accordance with the Lease, Landlord
represents the following:
  


	 1.
	 That Tenant has possession of the Premises and acknowledges that under the provisions of the Lease the Term of said Lease shall commence as of
                                  
 for a term of
           months ending on
                                 
.



  
 
	 2.
	 That in accordance with the Lease, Rent
commences to accrue on
                             
.



  

LANDLORD:
  

NP OAKLEY, LLC
 a Delaware limited liability company

 
 
			
	 By:
	  
	 NPD Management, LLC, a

	  
	  
	 Missouri limited liability company, Manager




 
  
 
	
By
	  
	  

	
Name:
	  
	
Nathaniel
Hagedorn 

	
Title:
	  
	
Manager




 

Acknowledged:

 

TENANT:
  

AMAZON.COM
SERVICES LLC

a
Delaware limited liability company

 
 
	
By:
	  
	  

	
Name:
	  
	  

	
Title:
	  
	  

	
Date:
	  
	  




 

 

 

Exhibit
C - 1
  







   
  

 

EXHIBIT D

 

MAINTENANCE
OBLIGATIONS
  
 
	
LANDLORD
MAINTENANCE OBLIGATIONS - OPERATING EXPENSES (RECOVERABLE)

	
 
	
 
	
Controllable?

	
Water pumps outside of building
	
General
maintenance and repair
	
Yes

	
Roof repair
(membrane)
	
Repair
leaks, including preventative maintenance
	
Yes

	
Snow
removal on roof
	
Snow
and ice removal from roof,
including drain clearing
	
No

	
Gutters, scuppers, downspouts and storm water systems
	
Keep
system functional and conduct repair
	
Yes

	
Catch basins (parking lot and drive aisles)
	
Ensure
functionality, stay compliant with Legal Requirements related to cleaning and
operation, and maintain permit or file results if required
	
Yes

	
Fire water pumps and remote pump houses
and associated equipment
	
Inspections, compliance and maintenance
	
Yes

	
Landscape Maintenance
	
The
maintenance and repair of landscaping, but not replacements that are capital
in nature.
	
Yes

	
Non-Recurring Operating Expenses
	
Other non-recurring
Operating Expenses that are incurred on an infrequent or non-recurring basis, such as non-capital maintenance and repairs
to swales and retention/detention ponds and asphalt and exterior concrete
	
No

	
Exterior building lighting (wall packs and
soffit)
	
Maintenance
and repair of exterior lighting (wall packs and soffit)
	
Yes

	
Fire
testing/inspections
	
Fire
testing/inspections
	
Yes

	
Landscaping and irrigation (recurring services)
	
Recurring services for landscape maintenance
including mowing, fertilizing, leaf removal, pruning, and annual color of
Landlord-installed landscape; repair irrigation system as
needed
	
Yes

	
Backflow devices, if any
	
Necessary
testing, inspecting, maintenance, and permit management
	
Yes

	
Environmental testing, if any
	
Necessary
testing, inspecting, maintenance, and permit management
	
Yes

	
Parking
lot sweeping
	
Parking
lot sweeping
	
Yes

	
Snow
removal – Grounds, common area parking lots
	
Remove
snow and/or treat ice
	
No

	
Paved
surfaces maintenance
	
Repair
potholes in parking lot, truck courts and drive aisles, including

treating
of cracks and alligatoring
	
No

	
Curb
repair
	
Maintenance
and repair of concrete curbs
	
No

	
Parking
lot lights
	
Maintenance
and repair of parking lot
lights (fixtures and poles)
	
Yes




 

Exhibit
D - 2
 





   
  

 
  
 
	
LANDLORD MAINTENANCE OBLIGATIONS –
CAPITAL IMPROVEMENTS (RECOVERABLE)

	
 
	
 
	
Controllable?

	
Exterior
paint
	
Paint building exterior to mutually
agreeable color and design, no more frequently than once every 7 years
	
No

	
Swales and retention/detention ponds (but only
to the extent located on the Premises and not maintained by the Association)
	
Keep system functional and
conduct repair, stay compliant with Legal Requirements related to cleaning and operation, and maintain permit or file results if required; provided, that
infrequent costs incurred in connection with the repair or maintenance of any swales and retention/detention
ponds shall be a
Non-Recurring Operating Expense, as described in this Exhibit D above.
	
Yes

	
Asphalt and exterior concrete (Capital)
	
Recoat, reseal, resurface,
and restripe all asphalt areas and parking lots and maintain sidewalks and curbs located on the Premises (but specifically excluding any sidewalks or curbs in the common areas, which are maintained by the Association or within
the public right of way,
with are maintain by the City)
	
No



  
 
	
LANDLORD MAINTENANCE OBLIGATIONS –
CAPITAL IMPROVEMENTS (NON-RECOVERABLE)

	  

	
Landscaping (non- recurring service)
	
Items outside of maintenance, such as
tree removal, replacement, re-grading, overhauling,
etc.
	
N/A

	
Parking lot asphalt and concrete
replacement
	
Capital replacement of sections as
needed based on useful life (but not repair and maintenance)
	
N/A

	
Roof replacement and repair (structural)
	
Repair and replacement of roof deck and structural components
	
N/A

	
Slab and foundation
	
Ensure integrity, conduct repair, including
voids and cavities in
soils and fill under slab and
around foundation
	
N/A

	
Exterior walls and load-bearing walls
	
Ensure integrity, conduct repair and
replace wall sections as needed
	
N/A

	
Electrical
system
	
Maintenance, repair and replacement of
transformer, electrical switchgear and other components of the electrical system
located outside the Premises or subgrade
	
N/A

	
Subgrade utility lines outside of
Premises
	
Maintenance, repair and replacement of all
subgrade utility lines, including sewer, plumbing and pumps and lift stations located outside of the Premises up to the entry point into the Premises, if any
	
N/A

	
Subgrade portions of fire sprinkler and fire
protection systems outside of Premises
	
Maintenance, repair and replacement
	
N/A



  
 
	
TENANT MAINTENANCE OBLIGATIONS (after
warranty period if applicable)

	  

	
Exterior glazing
	
Repair broken and/or damaged glass and seals
	
N/A

	
Fire
sprinkler system
	
Subject to Section 10(a) of
the Lease, inspections, compliance and maintenance of (1) those portions of the base fire sprinkler system that are inside
of the Premises, downstream from the pump and exclusively serving
the Premises, and (2) any
Tenant-installed supplemental fire/life safety systems
	
N/A

	
Window washing
	
Washing of exterior and interior
glazing
	
N/A

	
Elevator permit (if equipped)
	
Inspections, compliance and maintenance
	
N/A

	
Generator
	
General repair and maintenance
	
N/A



 Exhibit D - 3
 





   

 
  
 
	

Exterior and interior pest control
	
As needed
	
N/A

	
Trash and recycling
	
As needed
	
N/A

	
Exterior fencing
	
Maintain gates and fences around
Premises
	
N/A

	
Site signage
and building signage
	
Maintain and update signage as
needed
	
N/A

	
Fire system monitoring
	
Monitoring of above-ground portions of
fire systems serving the Premises
	
N/A

	
Lighting and ballast replacement
	
Maintenance, repair and replacement of bulbs and ballasts
	
N/A

	
Interior
walls and floor coverings
	
Maintenance, repair and replacement of walls and flooring
	
N/A

	
Carpentry
– Doors, cabinets, counters, etc.
	
Maintenance and repair of doors and millwork
	
N/A

	
Suspended ceilings and hard lids
	
General maintenance and repair
	
N/A

	
Electrical
service (after main feed, above slab)
	
General maintenance and repair
	
N/A

	
Janitorial

	
Janitorial services, if desired
	
N/A

	
Kitchen appliances
	
General maintenance and repair
	
N/A

	
Below-deck
ceiling insulation (if equipped)
	
The maintenance and replacement of
insulation materials that are suspended just below the roof deck
	
N/A

	
HVAC
	
Subject to Section 11 of
the Lease, maintenance, repair and replacement of Tenant-installed HVAC units
and any other HVAC exclusively serving the Premises
	
N/A

	
Fixtures and Tenant Property
	
General maintenance and repair
	
N/A

	
Plumbing – Above slab
	
General maintenance and repair
	
N/A

	
Snow removal – Secure yard and
exclusive parking areas
	
Remove snow and/or treat ice
	
N/A

	
Miscellaneous
 parking lot striping
	
Re-stripe parking lot (provided that
Landlord shall re-stripe after seal coating)
	
N/A

	
Loading docks
	
Maintenance, repair and replacement of loading
docks serving the Premises
	
N/A

	
Energy and Communications Equipment
	
General maintenance and repair
	
N/A

	
Dock doors
and support equipment
	
General maintenance and repair
	
N/A

	
Interior sump pump or lift
stations
	
General maintenance and repair
	
N/A



  
  

Exhibit
D - 4
 





   


EXHIBIT E

 

FORM OF ESTOPPEL CERTIFICATE

 
  

To:                                   
      (“Recipient”)
  
 
	 Re:
	 Lease: Lease Agreement
dated                     , (as amended, if at all, as set forth on Exhibit A, the “Lease”), by and
between                                
               , a Delaware limited liability company (“Landlord”), and





                    ,
a                                 
          (“Tenant”).
  

Premises
: The premises described in
the Lease (the “Premises”), located at 6200 Bridgehead Road,
Oakley, California.
  

The undersigned, as [Tenant] [Landlord] under the Lease, hereby certifies to Recipient the following, as of the present date:
  
 
	 1.
	 [Tenant] [Landlord] is a party to the Lease. The Lease has not been amended or modified (excluding approvals, consents, or
waivers given by Landlord in connection with the Lease) by any written instrument between
Tenant and Landlord except as set forth on Exhibit A.



 
	 2.
	 Landlord has completed the Landlord’s Work
except
for                               
.



 
	 3.
	 Tenant is not owed any allowance except
for                                 
  .



 
	 4.
	 Tenant has paid Base Rent and Tenant’s Proportionate Share
of Operating Expenses
through                             
.



 
	 5.
	 To [Tenant’s] [Landlord’s] actual
knowledge, [Landlord] [Tenant] there is no [Landlord] [Tenant] default existing under the Lease (after expiration of applicable notice and cure period), and [Tenant] [Landlord] has not sent any notice of default to [Landlord]
[Tenant] under the Lease which has not been cured.



  

[Tenant’s]
[Landlord’s] “actual knowledge” means the current, actual knowledge of the person executing this document
on behalf of [Tenant] [Landlord], without any duty of investigation or inquiry.
  

[Tenant’s certifications are made solely
to estop Tenant from
asserting to or against Recipient facts or claims contrary to
those stated. This estoppel certificate does not constitute an independent contractual undertaking or constitute representations, warranties or covenants or
otherwise have legal effect other than estopping Tenant from asserting to or against Recipient any contrary facts or claims. This estoppel certificate does not
modify in any way Landlord’s relationship, obligations or rights
vis-a-vis Tenant.]
  

Furthermore, this certificate will not be
construed or operate to waive any Tenant right to receive any reimbursement in connection with any Reconciliation or to audit the records of Landlord to confirm Landlord’s compliance with its obligations under the Lease.

 
 
				
	  
	  
	
,

	
a
	
 

	  
	  

	
By:
	  

	
Name:
	
 

	
Title:
	
 

	
Date signed:
	
 




 
  

Exhibit
E - 1
 





   

EXHIBIT A TO ESTOPPEL CERTIFICATE

List
of Lease Documents
  

Exhibit
E - 2
 





   

EXHIBIT F

 

FORM OF MEMORANDUM OF LEASE

 
  

 
  

 

(Space
above reserved for Recorder’s Office)

 
 
		
	 Title of Document:
	 Memorandum of Lease

	  
	  

	 Date of Document:
	                                , 2020

	  
	  

	 Tenant:
	 AMAZON.COM SERVICES LLC,

a
Delaware limited liability company

	  
	  

	 Mailing Address:
	 AMAZON.COM SERVICES LLC

c/o Amazon.com, Inc.

Attention:
Real Estate Manager (NA Ops: DFO2) 

Attention:
General Counsel (Real Estate (NA Ops): DFO2) 

Attention:
NA Ops Asset Management (DFO2)

	  
	  

	  
	 Each with an address of: 

410 Terry Ave. N 

Seattle,
WA 98109-5210

	  
	  

	 Landlord:
	 NP OAKLEY, LLC

a
Delaware limited liability company

	  
	  

	 Mailing Address:
	  

	  
	 Attn: Nathaniel Hagedorn

4825
NW 41st Street, Ste. 500

Riverside,
Missouri 64150

	  
	  

	 Legal Description:
	 See Exhibit A attached hereto pg.           

	  
	  

	 RECORDING REQUESTED BY, AND WHEN
RECORDED MAIL TO:




 
  

Exhibit
F - 1
 





   

MEMORANDUM OF LEASE

 

THIS
MEMORANDUM OF   LEASE 
("Memorandum")   is   dated for   reference   purposes as of
                          , 2019, between
AMAZON.COM SERVICES LLC, a Delaware limited liability company
(“Tenant”), whose mailing address is c/o Amazon.com, Inc., Attention: Real Estate Manager (NA OPS: DFO2), 410 Terry Ave. N, Seattle, WA 98109-5210, with a copy to c/o Amazon.com, Inc., Attention: General Counsel (Real Estate (NA Ops): DFO2), 410 Terry Ave. N, Seattle, WA 98109-5210, and with a copy to c/o Amazon.com, Inc.,
Attention: NA Ops Asset Management (DFO2), 410 Terry Ave. N, Seattle, WA 98109-5210, and NP OAKLEY, LLC, a Delaware limited
liability company (“Landlord”), whose mailing address is Attn: Nathaniel Hagedorn, 4825 NW 41st Street, Ste. 500, Riverside, Missouri 64150.

 

RECITALS:

 

Landlord
and Tenant have previously executed and delivered that certain Lease Agreement with an effective date of, 2020 (the "Lease") with respect to certain premises leased by Tenant from Landlord, which premises are legally described in Schedule A attached hereto and incorporated herein (the “Premises”). The Lease provides that Landlord shall record a
Memorandum of Lease.
  

NOW,
THEREFORE, in consideration of the covenants and agreements contained
in this Memorandum, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant (the "Parties") agree as follows:
  

1.Landlord
 leases to Tenant, and Tenant
takes and hires, the
Premises, subject to and in
accordance with the terms
and conditions further set forth in the Lease.
  

2.The Lease term consists of a primary term commencing as set forth in the Lease and ending on approximately September 30,
2032, unless extended or terminated as provided in the Lease.

 

3.Tenant has a right to extend the term of the Lease for up to four (4) additional term(s) of five (5) years each, and a fifth right to extend for a term of two (2) years and eleven (11) months pursuant to the terms of
the Lease.
  

4.Tenant
 has a right of first offer to purchase space
adjacent to the Premises pursuant to the terms of the Lease.
  

5.This
Memorandum is intended for recording purposes only, and does not modify, supersede, diminish, add to or change all or any of the terms of the Lease in any respect.
  

6.Upon
the expiration or earlier termination of the Lease, this Memorandum shall automatically terminate without further act of the parties hereto, and upon written request by Landlord, Tenant shall execute any documents reasonably required to evidence such termination and to remove any exceptions to Landlord’s title resulting from
the Lease.
  

7.This Memorandum may be executed in counterparts, each of which
shall be deemed an
original and all of which shall constitute a single instrument. Signature and acknowledgment pages may be
detached from individual counterparts and attached to a single or multiple original(s) in order to form a single or multiple original(s) of this Memorandum.
  

 
  

[Remainder
of page intentionally left blank; signature pages follow.]

 
  

Exhibit
F - 2
 





   

IN WITNESS WHEREOF, this Memorandum has been duly executed by Tenant as of the date set forth below.

 
  
 
		
	
TENANT:

	  
	  

	
AMAZON.COM SERVICES LLC,

a Delaware limited liability company

	  
	  

	
By
	  

	
Name
	  

	
Title
	  

	
Date signed
	  




 
 
		
	
STATE OF WASHINGTON
	 )

	  
	 )ss.

	
COUNTY OF KING
	 )



  

On
this                    day of                  , 2020, before me, the undersigned, a Notary
Public in and for the State
of Washington, duly commissioned and sworn personally appeared
                      , the                      
of AMAZON.COM SERVICES LLC, a Delaware limited liability company, known to me to be the individual that executed the foregoing instrument, and acknowledged the said instrument to be his or her free and voluntary act and deed, for the purposes therein mentioned.

 

I certify that I know or have satisfactory
evidence that the person appearing before me and making this acknowledgment is the person whose true signature
appears on this document.

 

WITNESS
my hand and official seal hereto affixed the day and year in the certificate above written.

 
 
	
[SEAL]
	  
	  

	  
	  
	
Notary
Public

	  
	  
	  

	 My Commission Expires:
	  
	  

	  
	  
	  




 
  

Exhibit
F - 3
 





   


IN WITNESS WHEREOF, this Memorandum has been duly executed by Landlord as of the date set forth below.

 
 
				
	
LANDLORD:

	  
	  

	 NP OAKLEY, LLC, a
Delaware limited liability company

	  
	  

	 By:
	
NPD Management, LLC, its Manager

	  
	  

	  
	
By:
	  

	  
	  
	
Nathaniel Hagedorn, its Manager

	  
	  
	  

	  
	
Date signed
	  




 
  
 
	
	
A notary public or other officer completing this certificate verifies
only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness, or validity of that document.




 
 
			
	
STATE OF
	  
	
}

	  
	 }

	
COUNTY OF
	  
	
}




 
  

On 
                                   , 2019, before
me,                                 
                                         
                          , personally appeared Nathaniel Hagedorn, who
proved to me on the
basis of satisfactory evidence
to be the person whose
name is subscribed to the
within instrument and acknowledged
to me that he executed the same in his authorized
capacity(ies), and that by
his signature on the
instrument the person, or
the entity upon behalf of
which the person acted, executed the instrument.
  

I certify under PENALTY OF
PERJURY under the laws of
the State of California
that the foregoing paragraph is true and correct.

 

WITNESS
MY HAND AND OFFICIAL SEAL

 
 
		
	  
	  

	  
	  

	  
	
Notary
Public



  

 
  

Exhibit
F - 4
 





   

EXHIBIT A
  

LEGAL
DESCRIPTION OF LEASED PREMISES

 

REAL PROPERTY SITUATE IN THE CITY OF OAKLEY, COUNTY OF CONTRA COSTA,
STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
 BEING A PORTION OF
PARCELS FIVE, SIX, AND SEVEN AS SAID PARCELS ARE DESCRIBED IN THAT GRANT DEED TO THE CHEMOURS COMPANY FC, LLC RECORDED JANUARY 30, 2015 AS DOCUMENT NUMBER 2015-0016164 AND FURTHER DESCRIBED AS PARCELS A, B, AND C IN LOT LINE ADJUSTMENT LLA 09-02
RECORDED OCTOBER 5, 2009 AS DOCUMENT NUMBER 2009-0234499, BOTH ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

BEGINNING AT AN ANGLE POINT IN THE SOUTHERN LINE OF SAID PARCEL
FIVE, SAID POINT BEING THE NORTHEAST CORNER OF THAT PARCEL OF LAND DESCRIBED IN THE GRANT DEED TO PG&E FILED IN BOOK 3839, PAGE 170, OFFICIAL RECORDS OF CONTRA COSTA COUNTY;

THENCE, FROM SAID POINT OF BEGINNING, ALONG SAID SOUTHERN LINE OF
PARCEL FIVE, NORTH 89 02’36” WEST, 605.45 FEET;

THENCE, LEAVING SAID SOUTHERN LINE, NORTH
00 59’16” EAST, 796.40 FEET;
 THENCE, NORTH
37 21’04” EAST, 29.97 FEET;
 THENCE, SOUTH
89 23’25” EAST, 146.47 FEET;
 THENCE, ALONG THE
ARC OF A TANGENT 537.00 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 10 00’00”, AN ARC DISTANCE OF 93.72 FEET;

THENCE, NORTH 80 36’35” EAST, 51.91 FEET;

THENCE, ALONG THE ARC OF A TANGENT 463.00 FOOT RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 04 59’15”, AN ARC DISTANCE OF 40.30 FEET;

THENCE, NORTH 85 35’50” EAST, 134.32 FEET;

THENCE, ALONG THE ARC OF A TANGENT 532.00 FOOT RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 05 00’45”, AN ARC DISTANCE OF 46.54 FEET;

THENCE, SOUTH 89 23’25” EAST, 564.39 FEET;

THENCE, ALONG THE ARC OF A TANGENT 35.00 FOOT RADIUS CURVE TO THE
RIGHT, THROUGH A CENTRAL ANGLE OF 90000’00”, AN ARC DISTANCE OF 54.98 FEET;

THENCE, SOUTH 00 36’35” WEST,1,149.98 FEET;

THENCE, ALONG THE ARC OF A TANGENT 60.00 FOOT RADIUS CURVE TO THE
LEFT, THROUGH A CENTRAL ANGLE OF 79 25’04”, AN ARC DISTANCE OF 83.17 FEET;

THENCE, SOUTH 11 11’31” WEST, 45.53 FEET;

THENCE, NORTH 78 48’29” WEST, 292.57 FEET;

THENCE, NORTH 88 56’32” WEST, 84.16 FEET;

THENCE, NORTH 01 03’26” EAST, 372.86 FEET;

Exhibit
F - 5
 





   

THENCE, NORTH 89 02’36” WEST, 200.00 FEET TO THE POINT OF BEGINNING.

CONTAINING 25.05 ACRES OF LAND, MORE OR LESS.

ATTACHED HERETO IS EXHIBIT B, A PLAT TO ACCOMPANY LEGAL
DESCRIPTION, AND BY THIS REFERENCE MADE A PART HEREOF.
  

END OF DESCRIPTION

 
 
	  
	
\s\ Mark H. Wehber,
P.L.S.       1/22/2020

	 

	
MARK H. WEHBER, P.L.S.

L. S. NO. 7960




 
  

 
  

Exhibit
F - 6
 





   

EXHIBIT G

 

FORM OF LIMITED PARENT GUARANTY

 

LIMITED
 PARENT
GUARANTY
  

This
Limited Parent Guaranty (“Guaranty”), effective as of the date of the Contract (defined below), is made by AMAZON.COM, INC.
(“Amazon.com”) to and for the benefit of NP OAKLEY, LLC, a Delaware limited liability company (“Beneficiary”).
Capitalized terms not otherwise defined herein have the
meanings specified in the Contract (as defined below).
  

Recitals

 
 
	
A.
	 AMAZON.COM SERVICES
LLC, a Delaware limited liability company, a directly or indirectly wholly owned subsidiary of Amazon.com (“Subsidiary”), and Beneficiary are parties to that certain Lease Agreement (the “Contract”) for that approximately 145,503 square foot building known as located at 6200
Bridgehead Road, Oakley, California.




 
 
	
B.
	 In order to be assured
of payment under the Contract, Beneficiary desires that Amazon.com guaranty the performance of certain payment obligations as set forth herein.




 

Guaranty

 

In consideration of the foregoing and to
induce Beneficiary to enter into the Contract, Amazon.com agrees as follows.

 
 
	 1.
	 Amazon.com unconditionally and absolutely
guarantees to Beneficiary Subsidiary’s performance when due and owing of all present and future payment obligations, which are not paid in accordance with the terms of the Contract by Subsidiary.
Notwithstanding anything to the contrary set forth in this Guaranty, Amazon.com’s maximum cumulative liability under this Guaranty shall be one hundred percent (100%) of remaining Base
Rent owing under the Contract
(the “Guaranty Cap”).




 
 
	 2.
	 Under
this Guaranty, Amazon.com shall perform (or cause Subsidiary to
perform) all payment obligations in accordance with the terms and
conditions of the Contract.




 
 
	 3.
	 Amazon.com promises to pay all amounts
guaranteed promptly upon receipt of a written notice from Beneficiary which evidences (i) Subsidiary’s non-performance of its payment obligations under the Contract, and (ii) Beneficiary’s first having demanded payment from Subsidiary in writing, which Subsidiary has
not honored. Beneficiary’s demand upon Subsidiary does not need to include the initiation of legal proceedings and is deemed satisfied if demand upon
Subsidiary would violate any stay of collection in effect in an insolvency proceeding. Except to the extent of the demand requirement set forth in this Section 3, Amazon.com waives protest and notice of dishonor or default.
This is a guaranty of payment only, and not of collection.




 
 
	 4.
	 This Guaranty is governed as to its validity,
construction and performance by the laws of the State of California, without
regard to its conflict of
law provisions.



  
 
	 5.
	
Amazon.com agrees that this Guaranty is a continuing guaranty and shall
remain in full force and
effect until all payment obligations under the Contract have been performed as set forth in the Contract, subject to Section 1 above.



  
 
	 6.
	 This
Guaranty is binding upon
and inures to the benefit
of Amazon.com and Beneficiary and their respective successors and
assigns.



  
 
	 7.
	
Amazon.com has all rights and defenses that Subsidiary may have to any payment obligation, except
that the liability of Amazon.com is not affected by (a) any defense based upon an election of remedies by
Beneficiary that destroys or otherwise
impairs the subrogation rights
of Amazon.com or the right
of Amazon.com to proceed against Subsidiary for reimbursement; (b) any duty on the part of Beneficiary to disclose to 




Exhibit
G - 1
 





   
 
		 Amazon.com any
facts Beneficiary may know about Subsidiary, it being agreed that Amazon.com is fully
responsible for
being and
keeping informed
of the
financial condition
of Subsidiary
and of all circumstances bearing on the risk of non-payment of the payment
obligations; or (c) any defense arising from the
bankruptcy or insolvency of Subsidiary.




 
 
	 8.
	 All
notices hereunder will be given in writing, will refer to this Guaranty and will be personally
delivered or sent by overnight courier, or registered or certified mail (return receipt requested). Notices to
Amazon.com will be delivered at the following
addresses:



  
 
			
	 Mail
	  
	 Courier

	  
	  
	  

	 Amazon.com, Inc.
	  
	 Amazon.com, Inc.

	 P.O. Box 81226
	  
	 410 Terry Avenue North

	 Seattle, WA 98108-1226
	  
	 Seattle, WA 98109-5210

	 Attn. Real Estate Manager (NA Ops:
DFO2)
	  
	 Attn. Real Estate Manager (NA Ops: DFO2) 

	  
	  
	  

	 With a copy to:
	  
	 With a copy to:

	  
	  
	  

	 Amazon.com, Inc.
	  
	 Amazon.com, Inc.

	 P.O. Box 81226
	  
	 410 Terry Avenue North

	 Seattle, WA 98108-1226
	  
	 Seattle, WA 98109-5210

	 Attn. General Counsel (Real Estate (NA Ops): DFO2)
	  
	 Attn. General Counsel (Real Estate (NA
Ops): DFO2)

	  
	  
	  




 

Amazon.com
may from time to time
change such address by giving
Beneficiary notice of such
change in accordance with this Section 8.
  

 
 
	
AMAZON.COM, INC.

	  
	  
	  

	
By:
	  
	  

	  
	  
	  

	
Printed Name:
	  
	  

	  
	  
	  

	
Its:
	  
	  

	  
	  
	  

	
Date Signed:
	  
	  




 
  

 
  

 

Exhibit
G - 2
 





   


EXHIBIT H

ENVIRONMENTAL DOCUMENTS
 
	  
	 1.
	 1996-05-02 Human Health Multimedia Risk Assessment
prepared by DuPont Environmental Remediation Services



 
	  
	 2.
	 1996-08-18 Human Health Multimedia Risk Assessment
prepared by DuPont Environmental Remediation Services



 
	  
	 3.
	 1999-05-07 Phase II Environmental Assessment Vineyard Are Buffer Zone prepared by URS Greiner
Woodward Clyde



 
	  
	 4.
	 1999-10-21 Phase II Environmental Assessment Big Break
Marina prepared by URS Greiner Woodward Clyde



 
	  
	 5.
	 2000-04-27 Source Area Investigation Report prepared by
Corporate Remediation Group



 
	  
	 6.
	 2001-04-13 Analysis and Recommendations to Suspend
Operations of the Oakley Groundwater Treatment Facility prepared by
Corporate Remediation Group



 
	  
	 7.
	 2002-02-27 Phase I and II Environmental Site Assessment 20-Acre Vineyard Parcel prepared by
Corporate Remediation Group



 
	  
	 8.
	 2002-06-12 Phase I and II Environmental Site
Assessment Non-Manufacturing Areas prepared by Corporate Remediation Group



 
	  
	 9.
	 2002-06-20 Dupont letter to Christian Lauritzen
III regarding Findings of the Air Quality Evaluation



 
	  
	 10.
	 2002-09-10 DuPont Letter to DTSC regarding
Supplemental Information Related to the Phase II Environmental Assessment of
Cline Vineyard Property



 
	  
	 11.
	 2002-10 DTSC DuPont Fact Sheet



 
	  
	 12.
	 2002-12-09 Phase I and II Environmental Site
Assessment Non-Manufacturing Areas prepared by Corporate Remediation Group



 
	  
	 13.
	 2003-06-18 DTSC Letter to DuPont with Final
Corrective Action Consent Agreement



 
	  
	 14.
	 2003-07-11 DuPont letter to DTSC regarding TIO2 and AKC
Manufacturing Areas Gore-Sorber Workplan



 
	  
	 15.
	 2003-07-14 DuPont letter to DTSC regarding Public Participation Plan EPA ID CAD 009151671



 
	  
	 16.
	 2003-07-30 DTSC letter to Dupont Corporate
Remediation regarding Approval of Gore-Sorber Workplan dated July 11, 2003



 

	  
	 17.
	 2003-08-01 DuPont letter to DTSC regarding
Cline Property Soil Sampling and Analysis
Workplan



 
	  
	 18.
	 2003-08-11 DuPont Letter submittal to DTSC with Permeable Reactive Barrier Hydraulic
Characterization Workplan



 
	  
	 19.
	 2003-08-12 DuPont Letter submittal to DTSC with Central Slough Channel Investigation
Workplan



 
	  
	 20.
	 2003-08-13 DuPont Letter Submittal with Surface
Water Background Sampling Work Plan



 
	  
	 21.
	 2003-08-26 DuPont Letter submittal to DTSC with Tidal Study Workplan



 
	  
	 22.
	 2003-08-27 DTSC letter to DuPont regarding Approval
of Central Slough Channel Investigation Workplan



 
	  
	 23.
	 2003-09-12 Current Conditions Report Final for DuPont
Oakley Site prepared by Corporate Remediation Group



 
	  
	 24.
	 2003-09-26 DTSC
Approval Tidal Study Workplan



 
	  
	 25.
	 2003-09-26 DTSC Approval Surface Water Background Sampling Work Plan



 
	  
	 26.
	 2003-09-26 DTSC letter to DuPont regarding Comments
on the Multimedia Environmental Quality Evaluation, Lauritzen Yacht Harbor dated May 2002



 
	  
	 27.
	 2003-10-16
GORE-SORBER® Survey Results (TiO2 and AKC Manufacturing)



 
	  
	 28.
	 2003-10-29 DuPont letter to DTSC regarding
Replacement of Monitoring Wells MW-41 & PZ- 25 Workplan



 
	  
	 29.
	 2003-11-25 DTSC letter DuPont regarding Approval
of Workplan for Replacement
of Monitoring Wells MW-41 & PZ-25




Exhibit
H - 1
 





   
 
	  
	 30.
	 2003-12-12 Ecological Risk Assessment Work Plan prepared by Corporate Remediation Group



 
	  
	 31.
	 2003-12-12 DuPont
letter submittal to DTSC regarding Phase I Groundwater RFI Work
Plan



 
	  
	 32.
	 2003-12-29 DuPont letter submittal to DTSC
regarding Findings of the 2003 Multimedia Environmental Quality Evaluation for Lauritzen Yacht Harbor



 
	  
	 33.
	 2003-10-16 DuPont letter to DTSC regarding TiO2 and AKC Manufacturing Areas Gore-Sorber Report



 
	  
	 34.
	 2004-01-04 Oakley News letter



 
	  
	 35.
	 2004-01-19 DuPont letter submittal to DTSC
regarding Attachment 7 – Revision 1 (Groundwater Monitoring Program) of
Corrective Action Consent Agreement



 
	  
	 36.
	 2004-01-29 DuPont letter submittal to DTSC regarding Installation
of sentry Wells MW-144 and MW-145 Addendum to Work Plan, Replacement of Monitoring
Wells MW-41 and PZ-25



 
	  
	 37.
	 2004-02-11 DuPont letter to DTSC regarding
response to comments for the Phase 1 Surface Water and Sediment Work Plan



 
	  
	 38.
	 2004-02-11 DuPont letter submittal to DTSC
regarding Surface water Detection Verification Letter Report



 
	  
	 39.
	 2004-02-19 DuPont letter submittal to DTSC
regarding Removal and disposal of Sierra-Crete Test Drums



 
	  
	 40.
	 2004-03-02 DuPont memo to DTSC regarding Response
to Comments for Ecological Risk Assessment Work Plan



 
	  
	 41.
	 2004-04-01 DuPont letter submittal to DTSC
regarding 2003 Annual Groundwater Monitoring Report



 
	  
	 42.
	 2004-04-27 DTSC letter to DuPont regarding
Response to Comments on the Ecological Risk Assessment Work Plan



 
	  
	 43.
	 2004-04-27 DTSC Approval of Response to Comments on
the Ecological Risk Assessment Work Plan



 
	  
	 44.
	 2004-05-03 Cultural Resource Inventory of the
DuPont Bridgehead Road Specific Plan Site prepared by Garcia and Associates





	  
	 45.
	 2004-05-06 Surface Water Detection Verification Report





	  
	 46.
	 2004-05-24 Phase 2 PRB CEQA Initial
Study



 
	  
	 47.
	 2004-05-27 Email from DTSC to URS Corp. regarding Cline Property Soil Sampling Work
Plan Approval



 
	  
	 48.
	 2004-05-27 DuPont letter submittal to DTSC
regarding DuPont Response to May 10, 2004 DTSC Notice of deficiency
Letter regarding Variance Request



 
	  
	 49.
	 2004-06-09 2003 annual Surface Water Monitoring
Report prepared by Corporate Remediation Group



 
	  
	 50.
	 2004-06-25 PRB Fact Sheet



 
	  
	 51.
	 2004-06-29 DuPont letter submittal to DTSC
regarding Phase 2 membrane Interface probe Investigation Work Plan



 
	  
	 52.
	 2004-07-26 DTSC letter to DuPont regarding Approval
of the Phase II Membrane Interface Investigation Work Plan



 
	  
	 53.
	 2004-08-09 Phase 1
Soil RFI Work Plan - Responses
to Comments



 
	  
	 54.
	 2004-08-27 DuPont letter submittal to DTSC
regarding Revision #1 to Variance for Article 6 Groundwater Monitoring
Requirements



 
	  
	 55.
	 2004-09-01 DTSC letter to DuPont regarding Phase I
Groundwater Interim Measures Work Plan Approval



 
	  
	 56.
	 2004-09-21 DuPont letter submittal to DTSC
regarding Phase 2 monitoring Well Installation and Well Decommissioning
Work Plan



 
	  
	 57.
	 2004-09-22 Email to DTSC regarding Soil RFI
Addendum – Oakley Eastern Development
Area



 
	  
	 58.
	 2004-10-13
Phytotechnology Pilot Study Work
Plan



 
	  
	 59.
	 2004-10-14 DTSC letter to DuPont regarding Approval
of the Well Installation
and Decommissioning Work Plan, Phase 2 Groundwater RCRA Facility Investigation





	  
	 60.
	 2004-10-19 Western Development Area Phase I and
Phase II Environmental Site Assessment prepared by Corporate Remediation Group




Exhibit
H - 2
 





   
 
	  
	 61.
	 2004-11-01 DTSC letter to DuPont regarding Approval of the Phytotechnology Pilot Study Work Plan



 
	  
	 62.
	 2004-11-05 CEQA Final PRB Construction



 
	  
	 63.
	 2004-11-05 DuPont letter submittal to DTSC
regarding 2004 Semi-Annual Surface Water Monitoring Report



 
	  
	 64.
	 2004-11-09 DuPont letter submittal to DTSC
regarding Central Slough Surface Water and Sediment Work Plan



 
	  
	 65.
	 2004-11-10 DTSC letter to DuPont regarding
Approval of the Phase I Groundwater RFI Work Plan



 
	  
	 66.
	 2004-11-12 DuPont letter submittal to DTSC
regarding Central Slough Wet Season Report and Central Slough Channel Investigation Report





	  
	 67.
	 2004-11-30 DuPont letter submittal to DTSC
regarding SWMU 4.2 Redevelopment Soil Sampling Work Plan



 
	  
	 68.
	 2004-12-10 Phase I Surface water and Sediment Work
Plan Final prepared by Corporate Remediation Group



 
	  
	 69.
	 2004-12-15 Surface Water Monitoring Program Notification,
Dry Season



 
	  
	 70.
	 2004-12-17 2004 Semi-Annual Groundwater Monitoring
Report prepared by Corporate Remediation
Group



 
	  
	 71.
	 2004-12-17 Phase I Groundwater Interim Measures Work
Plan Final prepared by Corporate Remediation
Group



 
	  
	 72.
	 2004-12-21 DuPont letter submittal to DTSC
regarding Documentation of Environmental Indicator
Determinization



 
	  
	 73.
	 2005-01 Final 100% Design Document Iron
Permeable Reactive Barrier prepared by GeoSierra LLC



 
	  
	 74.
	 2005-01-25 DTSC Approval of Attachment 7
Revisions



 
	  
	 75.
	 2005-02-03 PRB Fact Sheet



 
	  
	 76.
	 2005-02-04 DuPont letter submittal to DTSC with Final Document and Response to Comments Ecological Risk Assessment
Work Plan



 
	  
	 77.
	 2005-02-07 DuPont letter submittal to DTSC with PRB Monitoring Well Decommissioning
and Replacement Work Plan



 
	  
	 78.
	 2005-02-18 DuPont letter submittal to DTSC with Review of Soil Data Collected
from locations along the Western Development Area
Boundary



 
	  
	 79.
	 2005-02-23 Central
Slough Investigation Final Report prepared by Corporate Remediation Group



 

	  
	 80.
	 2005-03-04 DTSC letter to DuPont regarding Approval
of the PRB Monitoring Well Decommissioning and Replacement Work Plan



 
	  
	 81.
	 2005-03-04 DTSC letter to DuPont regarding Approval of the PRB
Monitoring Well Decommissioning and Replacement Work Plan and Approval of the SWMU 4.2 Redevelopment Soil
Sampling Work Plan



 
	  
	 82.
	 2005-03-18 DTSC letter to DuPont regarding Approval
of the Phase I and Phase II ESA for Western Development Area



 
	  
	 83.
	 2005-03-18 DTSC Approval of Final Design Document for the Iron Permeable Reactive Barrier



 
	  
	 84.
	 2005-04-07 DTSC email to DuPont regarding Approval
Phase 2 Surface Water and
Sediment RFI Work Plan



 
	  
	 85.
	 2005-04-18 DTSC Approval of Phase I and II Evironmental Site Assessment,
Western Development Area



 
	  
	 86.
	 2005-05-04 DTSC Environmental Indicator Determination Approval





	  
	 87.
	 2005-05-27 DuPont letter submittal to DTSC with Findings of the 2004
Multimedia Environmental Quality Evaluation for Lauritzen Yacht Harbor



 
	  
	 88.
	 2005-06-08 DuPont letter submittal to DTSC with Surface Water Monitoring Program
Notification 2005 Wet Season Event



 
	  
	 89.
	 2005-06-10 DTSC letter to DuPont regarding
Approval Central Slough Investigation Final Report



 
	  
	 90.
	 2005-07-21 SW Monitoring Follow-up Notification Letter
- Wet Season



 
	  
	 91.
	 2005-08-31 DuPont letter submittal to DTSC with Eastern Development Area Investigation




Exhibit
H - 3
 





   
 
	  
	 92.
	 2005-09-13 Summary Report Well Decommissioning and Replacement Activities June 2003- March 2005 prepared by Corporate Remediation Group



 
	  
	 93.
	 2005-09-21 Cline Vineyard Property Soil Removal
Report prepared by Corporate Remediation Group



 
	  
	 94.
	 2005-10-24 2005 Semi-Annual Surface water Monitoring
Report prepared by Corporate Remediation
Group



 
	  
	 95.
	 2005-11-01 DuPont letter submittal to DTSC with Surface Water Monitoring Program
Notification Dry Season 2005



 
	  
	 96.
	 2005-11-10 DTSC letter to DuPont regarding Surface
water Monitoring Program Notification Dry Season 2004 and 2005



 
	  
	 97.
	 2005-11-18
Predictive Ecological Risk Assessment Central Slough and Surrounding Uplands Report
prepared by Corporate Remediation Group



 
	  
	 98.
	 2005-12-08 DuPont letter submittal to DTSC with SWMU 4.2 Redevelopment Soil
Sampling Report



 
	  
	 99.
	 2005-12-13 2005 Semi-Annual Groundwater Monitoring
Report prepared by Corporate Remediation
Group



 
	  
	 100.
	 2006-01-06 DTSC Brownfields and Environmental Restoration
Program Negative Declaration



 
	  
	 101.
	 2006-01-19 DuPont letter submittal to DTSC
regarding Findings of the 2005 Multimedia Environmental Quality
Evaluation for the Lauritzen Yacht Harbor



 
	  
	 102.
	 2006-02-21 CACA Attachment 7 - Revision 2



 
	  
	 103.
	 2006-02-24 Annual Surface Water Monitoring Report
prepared by Corporate Remediation
Group



 
	  
	 104.
	 2006-02-27 DTSC email to DuPont regarding Acceptance of 2003-2004 SWM and GWM Reports



 
	  
	 105.
	 2006-02-28 DuPont letter submittal to DTSC with 2005 Annual Groundwater Monitoring
Report



 
	  
	 106.
	 2006-03 Phase 1 Soil RFI Report Volume I prepared by Corporate Remediation Group



 
	  
	 107.
	 2006-03 Phase 1 Soil RFI Report Volume II prepared by
Corporate Remediation Group



 
	  
	 108.
	 2006-03-02 DuPont letter submittal to DTSC with Report on Completion of
Construction Phase II, Iron Permeable Reactive
Barrier



 
	  
	 109.
	 2006-03-14 DTSC letter to DuPont regarding Comments
on 2005 Multimedia Environmental Quality Evaluation for the Lauritzen Yacht Harbor





	  
	 110.
	 2006-03-21 DTSC Approval of 2006 Semi-Annual
Groundwater Monitoring Report



 
	  
	 111.
	 2006-03-22 DuPont letter submittal to DTSC with Phase 1 Soil RFI Report



 
	  
	 112.
	 2006-03-23 DuPont letter submittal to DTSC with Plume 1 Northwest Characterization Work
Plan



 
	  
	 113.
	 2006-04-10 DuPont letter submittal to DTSC with Responses to DTSC Comments on
2005 Multimedia Environmental Quality Evaluation for the Lauritzen Yacht Harbor



 
	  
	 114.
	 2006-04-11 CACA Attachment 7 - Revision 3



 
	  
	 115.
	 2006-05-01 DTSC letter to DuPont Approval of Corrective Action Completion without
Controls, Easter Development Area, Western Development Area, Cline Property



 
	  
	 116.
	 2006-05-02 DTSC letter to DuPont regarding Approval
Completion of Permeable Reactive Barrier Construction Completion Report



 
	  
	 117.
	 2006-05-02 DTSC email to DuPont regarding
Approval of Attachment 7



 
	  
	 118.
	 2006-05-11 DTSC letter to DuPont regarding Approval
of Plume 1 Northwest Characterization Work Plan



 
	  
	 119.
	 2006-06-01 DuPont letter submittal to DTSC with Response to Comments Permeable
Reactive Barrier Construction



 
	  
	 120.
	 2006-06-01 DTSC Negative Declaration for Post-Closure
Permit Issuance of Wastewater Treatment
Units



 
	  
	 121.
	 2006-06-20 Wet Season Surface Water Notification
Letter



 
	  
	 122.
	 2006-08-01 DuPont letter submittal to DTSC with Surface Water Monitoring Program
Notification Wet Season 2006, Follow-up Information



 
	  
	 123.
	 2006-08-23 DuPont letter submittal to DTSC with Central Slough Sediment Verification Sampling SD-11



 
	  
	 124.
	 2006-08-24 DuPont letter submittal to DTSC with Responses to DTSC Comments –
Predictive Ecological Risk Assessment for Central Slough and Surrounding Uplands




Exhibit
H - 4
 





   
 
	  
	 125.
	 2006-10-31 Phase 3 Surface Water and Sediment RFI Work Plan - Final with DTSC Approval



 
	  
	 126.
	 2006-11-15 2006 Semi-Annual Surface Water Monitoring
Report prepared by Corporate Remediation
Group



 
	  
	 127.
	 2006-12 Delineation Report for Potential Jurisdictional
Waters of the US including
Wetlands prepared by Corporate Remediation
Group



 
	  
	 128.
	 2006-12 2006 Semi-Annual Groundwater Monitoring
Report prepared by Corporate Remediation
Group



 
	  
	 129.
	 2006-12-21 DTSC Letter to DuPont regarding Phase
III Surface Water and Sediment RFI Work Plan



 
	  
	 130.
	 2007-02-27 DuPont letter submittal to DTSC with 2006 Annual Surface Water
Monitoring Report



 
	  
	 131.
	 2007-02-28 DuPont letter submittal to DTSC with 2006 Annual Groundwater Monitoring
Report



 
	  
	 132.
	 2007-03-01 DuPont letter submittal to DTSC with Proposed Approach for Evaluation
and Mitigation of Subsurface Vapor Intrusion to Indoor Air



 
	  
	 133.
	 2007-03-08 DuPont letter submittal to DTSC with Reponses to Comments for Phase II Surface Water and Sediment RFI Report



 
	  
	 134.
	 2007-03-21 DTSC email to DuPont Approval 2006 Semi-Annual GWMR



 
	  
	 135.
	 2007-03-26 DuPont letter submittal to DTSC with Proposed Soil Arsenic Background
Concentrations



 
	  
	 136.
	 2007-05-24 DuPont letter submittal to DTSC with Response to Comments –
Phase I Soil RFI Report





	  
	 137.
	 2007-06-25 DuPont letter submittal to DTSC with Designation of Area of
Contamination Former DuPont Facility



 
	  
	 138.
	 2007-07-06 DTSC letter to DuPont regarding Review
of Phase I Soil RFI
Report



 
	  
	 139.
	 2007-07-23 DTSC letter to DuPont regarding Surface
Water and Sediment Sampling, Quality Assurance Project Plan



 
	  
	 140.
	 2007-07-31 DTSC Email to Lynn Gerhard regarding Chemours Oakley Site, Post
Closure Permit Modification to Update Key Personnel



 
	  
	 141.
	 2007-08-20 DTSC letter to DuPont regarding Response to
Herd Comments for Response to Comments – Phase I Soil RFI
Report



 
	  
	 142.
	 2007-08-28 Investigation
and Remediation Waste Management Plan prepared by Corporate Remediation Group



 
	  
	 143.
	 2007-09-13 DuPont letter submittal to DTSC with Final Phase 2 Soil RFI Work
Plan



 
	  
	 144.
	 2007-09-14 DTSC letter to DuPont Authorization to
proceed with Phase 2 Soil
RFI Sampling Work



 
	  
	 145.
	 2007-09-25 DuPont letter submittal to DTSC with Reponses to Comments, Review of
2007 Exploratory Sampling and Focused Interim Measures Work Plan



 
	  
	 146.
	 2007-10-09 DuPont letter submittal to DTSC with Final Exploratory Sampling and
Focused Interim Measures Work Plan





	  
	 147.
	 2007-10-12 CACA Attachment 7 - Revision 5



 
	  
	 148.
	 2007-10-16 DTSC letter to DuPont Authorization to
proceed with 2007 Exploratory Sampling and Focused Interim Measures



 
	  
	 149.
	 2007-10-30 2007 Semi-Annual Groundwater Monitoring
Report prepared by Corporate Remediation
Group



 
	  
	 150.
	 2007-10-30 DTSC letter to DuPont Approval of the 2006 Annual groundwater
Monitoring Report



 
	  
	 151.
	 2007-11 Phase II Surface Water and Sediment RFI
Little Break Final Report prepared by Corporate Remediation Group



 
	  
	 152.
	 2007-11-20 DuPont letter submittal to DTSC with Final Phase 2 MIP Investigation Report



 
	  
	 153.
	 2007-11-26 DTSC letter to DuPont Approval of 2006
Annual Surface Water Report



 
	  
	 154.
	 2007-11-26 DTSC letter to DuPont Approval of
2006 Semi-Annual Surface Water Report





	  
	 155.
	 2007-11-28 Phase 2 Surface Water and Sediment RFI
Report



 
	  
	 156.
	 2007-12-14 DuPont letter submittal to DTSC with DuPont response to November 1, 2007,
DTSC Comments Regarding the Groundwater Monitoring Data
Evaluation Plan




Exhibit
H - 5
 





   
 
	  
	 157.
	 2007-12-17 DuPont letter submittal to DTSC with Addendum to the 2007 Exploratory Sampling and Focused Interim Measures Work Plan



 
	  
	 158.
	 2007-12-21 DuPont letter submittal to DTSC with 2007 Semi-Annual Surface Water
Monitoring Report



 
	  
	 159.
	 2007-12-27 DuPont letter submittal to DTSC with Phase III Surface Water and
Sediment RFI Report



 
	  
	 160.
	 2008-01-08 DTSC Approval of Final Phase 2 MIP Investigation Report



 
	  
	 161.
	 2008-02-11 DTSC letter to DuPont Approval of Final Phase 2 MIP Investigation
Report



 
	  
	 162.
	 2008-02-11 DTSC letter to DuPont regarding
Authorization to Proceed with Ponds and Basins Backfill Soil Sampling Work



 
	  
	 163.
	 2008-02-12 DuPont letter submittal to DTSC with Groundwater Monitoring Data Evaluation
Plan



 
	  
	 164.
	 2008-02-14 DTSC letter to DuPont Approval of
Groundwater Monitoring Data Evaluation
Plan



 
	  
	 165.
	 2008-02-21 DTSC letter to DuPont Approval of
2007 Semi-Annual Groundwater Monitoring
Report



 
	  
	 166.
	 2008-02-26 DuPont letter submittal to DTSC with Response to Comments for
Predictive Ecological Risk Assessment – Central Slough and Surrounding Uplands



 
	  
	 167.
	 2008-02-27 DuPont letter submittal to DTSC with 2007 Annual Surface Water
Monitoring Report



 
	  
	 168.
	 2008-03-04 DTSC letter to DuPont Approval of 2007
Semi-Annual Surface Water Monitoring
Report



 
	  
	 169.
	 2008-03-04
California Environmental Quality Act Draft Notice of Exemption



 
	  
	 170.
	 2008-03-13 DuPont letter submittal to DTSC with Article 6 and Site-Wide Surface water Monitoring Plan



 
	  
	 171.
	 2008-04-01 DuPont letter submittal to DTSC with Zooplankton sampling in the
Central Slough



 
	  
	 172.
	 2008-04-15 DTSC letter to DuPont Approval of Zooplankton sampling in the
Central Slough



 
	  
	 173.
	 2008-04-15 DuPont letter submittal to DTSC with Phase 3 Monitoring Well Decommissioning
Work Plan



 
	  
	 174.
	 2008-04-18 DTSC letter to DuPont Approval Phase II
Surface Water and Sediment
RFI Report



 
	  
	 175.
	 2008-04-28 DuPont letter submittal to DTSC with 2007 Annual Groundwater Monitoring
Report



 
	  
	 176.
	 2008-05-02 DuPont letter submittal to DTSC with Final Phase I Groundwater RFI
Report



 
	  
	 177.
	 2008-05-19 DTSC letter to DuPont Approval Phase
I Groundwater RFI Report



 
	  
	 178.
	 2008-05-29 DuPont letter submittal to DTSC with Final Plume I NW Hydrogeological Characterization Investigation Report



 
	  
	 179.
	 2008-05-30 DuPont letter submittal to DTSC with Reponses to Comments Draft Evaluation
and Mitigation of Potential Air Exposure
Pathways



 
	  
	 180.
	 2008-06-04 DTSC letter to DuPont Approval Addendum
to Phase 3 Monitoring Well Decommissioning Work Plan



 
	  
	 181.
	 2008-06-06 DuPont letter submittal to DTSC
proposed Pond Backfill Soil
Evaluation



 
	  
	 182.
	 2008-06-18 DuPont letter submittal to DTSC with 2007 Exploratory Sampling and
Focused Interim Measures Report



 
	  
	 183.
	 2008-06-25 DTSC letter to DuPont regarding Review of response to Comments – review of Soil Gas Sampling Work Plan



 
	  
	 184.
	 2008-06-25 DuPont letter submittal to DTSC with
Soil Gas Sampling Work Plan





	  
	 185.
	 2008-06-27 DTSC letter to DuPont Approval 2007
Exploratory Sampling and Focused Interim Measures Report



 
	  
	 186.
	 2008-07-21 DuPont letter submittal to DTSC with June 4, 2008 letter: review of Draft Response to Comments for Predictive Ecological Risk Assessment – Central Slough



 
	  
	 187.
	 2008-07-23 DTSC letter to DuPont Approval 2007
Annual Groundwater Monitoring Report



 
	  
	 188.
	 2008-08-08 Soil Cleanup/Remedial Action Levels, Soil
Reuse/Consolidation



 
	  
	 189.
	 2008-08-13 DuPont letter submittal to DTSC with Predictive Ecological Risk Assessment – Central Slough Sediment Evaluation Work Plan



 
	  
	 190.
	 2008-08-14 DTSC letter to DuPont regarding Review
of Soil Gas Sampling Work
Plan



 
	  
	 191.
	 2008-08-15 CACA Attachment 7 - Rev.
6



 Exhibit H - 6
 





   
 
	  
	 192.
	 2008-08-18 DTSC letter to DuPont regarding Review of Proposed Updates to Attachment 7 (Revision 6) Corrective Action Consent Agreement



 
	  
	 193.
	 2008-08-29 DuPont letter submittal to DTSC with Organolead Soil Gas Sampling
Field Trial



 
	  
	 194.
	 2008-10-02 DuPont letter submittal to DTSC with Groundwater Corrective Measures Study
Work Plan



 
	  
	 195.
	 2008-10-09 DuPont letter submittal to DTSC with Soil Sampling Quality Assurance
Project Plan



 
	  
	 196.
	 2008-10-17 DuPont letter submittal to DTSC with Work Plan, Pond C Fill Sample Collection and Corner Excavation





	  
	 197.
	 2008-10-21 DuPont letter submittal to DTSC with Scoping Level Ecological Risk
Assessment San Joaquin River, Little Break and Lauritzen Yacht Harbor



 
	  
	 198.
	 2008-10-22 DuPont letter submittal to DTSC with Response to Comments –
Review of Soil Gas Sampling
Wok Plan



 
	  
	 199.
	 2008-10-29 DuPont letter submittal to DTSC with TIO2 Wood-Lined Ditch Investigation
Work Plan



 
	  
	 200.
	 2008-10-30 DTSC letter to DuPont Approval
Predictive Ecological Risk Assessment – Central Slough Sediment Evaluation Work
Plan



 
	  
	 201.
	 2008-11-03 DTSC letter to DuPont Approval TIO2 Wood-Lined
Ditch Investigation Work Plan



 
	  
	 202.
	 2008-11-21 DuPont letter submittal to DTSC with Work Plan Addendum #2
Additional Temporary Piezometer Installation



 
	  
	 203.
	 2008-11-24 DuPont letter submittal to DTSC with 2008-Semi-Annual Surface Water
Monitoring Report



 
	  
	 204.
	 2008-12-04 DTSC letter to DuPont Approval Soil
Gas Sampling Quality Assurance Project Plan Revision 1



 
	  
	 205.
	 2008-12-09 DTSC letter to DuPont Conditional
Approval Groundwater Corrective Measures Study Work Plan



 
	  
	 206.
	 2008-12-23 Department of the Army letter to DuPont regarding Jurisdictional Determinization for DuPont Oakley Site Project



 
	  
	 207.
	 2009-01-06 DTSC letter to DuPont Conditional Approval
2008 Semi-Annual Surface water Monitoring Report and Semi-Annual Groundwater Monitoring Report



 
	  
	 208.
	 2009-01-16 DTSC
Review of Soil Gas Sampling Work Plan - Response to Comments



 
	  
	 209.
	 2009-02 Evaluation and Mitigation of the Vapor
Intrusion Pathway prepared by Pioneer



 
	  
	 210.
	 2009-02-10 DTSC letter to DuPont Approval Updates
to Attachment 7 Corrective Action Consent Agreement



 
	  
	 211.
	 2009-02-26 DuPont letter submittal to DTSC with 2008 Annual Surface Water
Monitoring Report



 
	  
	 212.
	 2009-03-05 DuPont letter submittal to DTSC with Oakley Preliminary Soil Cleanup
Levels, Preliminary remedial Action levels and Soil Reuse and Consolidation



 
	  
	 213.
	 2009-03-17 DTSC letter to DuPont Approval Oakley
Preliminary Soil Cleanup Levels, Preliminary remedial Action levels and Soil Reuse
and Consolidation



 
	  
	 214.
	 2009-04-09 DuPont letter submittal to DTSC with Findings of the 2008 Air
Sampling for The Lauritzen Yacht
Harbor



 
	  
	 215.
	 2009-04-24 2008 Annual groundwater Monitoring Report
by Corporate Remediation Group



 
	  
	 216.
	 2009-04-29 DuPont letter submittal to DTSC with Review of Scoping Level
Ecological Risk Assessment San Joaquin River, Little Break and Lauritzen Yacht Harbor



 
	  
	 217.
	 2009-05-01 DuPont letter submittal to DTSC with TiO2 Chlorinator Brick Characterization





	  
	 218.
	 2009-05-13 DuPont letter submittal to DTSC with Groundwater O and M
Plan



 
	  
	 219.
	 2009-05-28 DuPont letter submittal to DTSC with Development Focus Area #1 Soil RFI Report





	  
	 220.
	 2009-06-02 DuPont letter submittal to DTSC with Data Gap Investigation Workplan
for TIO2



 
	  
	 221.
	 2009-06-04 DuPont letter submittal to DTSC with Driftwood Marina Groundwater Characterization Work Plan



 
	  
	 222.
	 2009-06-09 DTSC letter to DuPont Approval
Development Focus Area #1
Soil RFI Report



 
	  
	 223.
	 2009-06-10 DTSC letter to DuPont Approval
Driftwood Marina Characterization Work
Plan



 
	  
	 224.
	 2009-06-12 DTSC letter to DuPont Approval Data
Gap Investigation Work Plan




Exhibit
H - 7
 





   
 
	  
	 225.
	 2009-06-15 DTSC letter to DuPont regarding Scoping Level Ecological Risk Assessment Little Break Sediment Evaluation Work Plan



 
	  
	 226.
	 2009-06-24 DuPont letter submittal to DTSC with Scoping Level Ecological Risk
Assessment Little Break Sediment Evaluation Work
Plan



 
	  
	 227.
	 2009-07-07 DTSC letter to DuPont regarding 2008 Annual Groundwater Monitoring Report





	  
	 228.
	 2009-07-07 DTSC letter to DuPont Conditional Approval
of Scoping Level Ecological Risk Assessment Little Break Sediment Evaluation Work Plan



 
	  
	 229.
	 2009-07-13 DTSC letter to DuPont regarding Approval
2008 Annual Surface water Monitoring
Report



 
	  
	 230.
	 2009-07-23 DuPont letter submittal to DTSC with Pre-Design Investigation Report



 
	  
	 231.
	 2009-08-04 DTSC letter to DuPont regarding Review
of Findings of the 2008
Air Sampling for Lauritzen Yacht
Harbor



 
	  
	 232.
	 2009-08-05 DTSC Approval of 2008 Lauritzen Yacht
Harbor Characterization Report



 
	  
	 233.
	 2009-08-10 Site Designation – Status Report



 
	  
	 234.
	 2009-08-12 DTSC letter to DuPont regarding Approval Scoping Level Ecological Risk Assessment
San Joaquin River, Little Break and Lauritzen Yacht Harbor



 
	  
	 235.
	 2009-08-18 DuPont letter submittal to DTSC with Response to Comments Phase 2 Groundwater RFI Report



 
	  
	 236.
	 2009-09-01 DuPont letter submittal to DTSC with Extension of variance for Article
6 Groundwater Monitoring Requirements



 
	  
	 237.
	 2009-09-08 DuPont letter submittal to DTSC with Temporary Piezometer Installation Work Plan





	  
	 238.
	 2009-09-16 Fall 2009 Newsletter



 
	  
	 239.
	 2009-09-29 DuPont letter submittal to DTSC with response to Comments Ambient Air
Sampling Work Plan



 
	  
	 240.
	 2009-09-30
Development Focus Area #1 Groundwater Conditions Report



 
	  
	 241.
	 2009-10-06 URS letter to DuPont with Development
Focus Area #1 Groundwater Conditions
Report



 
	  
	 242.
	 2009-10-06 DuPont letter submittal to DTSC with 2009 Semi-Annual Surface Water
Monitoring Report



 
	  
	 243.
	 2009-10-27 DuPont letter submittal to DTSC with Driftwood Marina Groundwater Characterization





	  
	 244.
	 2009-10-29 Ambient Air Sampling Work Plan prepared
by Pioneer Technology Corp.



 
	  
	 245.
	 2009-11 Organolead Soil Gas Sampling Work Plan prepared by Pioneer Technology
Corp.



 
	  
	 246.
	 2009-11-03 DTSC letter to DuPont Approval Ambient
Air Sampling Work Plan



 
	  
	 247.
	 2009-11-12 DuPont letter submittal to DTSC with Phase 2 Groundwater RFI Report



 
	  
	 248.
	 2009-11-20 DuPont letter submittal to DTSC with 2009 Semiannual Groundwater Monitoring
Report



 
	  
	 249.
	 2009-11-23 DTSC letter to DuPont regarding Driftwood
Marina Groundwater Characterization



 
	  
	 250.
	 2009-12-01 DTSC letter to DuPont Approval Phase 2
Groundwater RFI Report



 
	  
	 251.
	 2009-12-09 DTSC letter to DuPont Approval Organolead
Soil Gas Sampling Work Plan



 
	  
	 252.
	 2010-01-12 DuPont letter submittal to DTSC with Sitewide Groundwater Monitoring Plan





	  
	 253.
	 2010-01-13 Sitewide Groundwater Monitoring Plan



 
	  
	 254.
	 2010-01-22 Pioneer Memo to Charles Orwig regarding SESOIL Modeling for PCE



 
	  
	 255.
	 2010-02-16 DuPont letter submittal to DTSC with DuPont Responses to DTSC Comments
2008 Annual Groundwater Monitoring
Report



 
	  
	 256.
	 2010-02-16
Evaluation and Mitigation of Potential Vapor Intrusion Pathways Report





	  
	 257.
	 2010-02-26 Parsons Submittal to DTSC with 2009 Annual Surface Water Monitoring
Report



 
	  
	 258.
	 2010-03 Data Gap Investigation Work Plan for
Development Focus Area #2 by
Pioneer



 
	  
	 259.
	 2010-03-02 Parsons letter to DTSC regarding
Responses to DTSC Comments: Review of SWMU 4.2 Soil Investigation and Evaluation





	  
	 260.
	 2010-03-02 Parsons letter to DTSC regarding
Responses to DTSC Comments: DTSC Review of Organolead Soil Gas Sampling
Work Plan




Exhibit
H - 8
 





   
 
	  
	 261.
	 2010-03-03 DuPont letter submittal to DTSC with Due Diligence Summary Report by Arcadis for PG&E



 
	  
	 262.
	 2010-03-09 DuPont letter submittal to DTSC with Feb. 24, 2010 Letter: Review of Scoping Level Ecological Risk Assessment





	  
	 263.
	 2010-03-09 TiO2 Corrective Measures Study Work Plan





	  
	 264.
	 2010-03-17 DTSC letter to DuPont Approval
Evaluation and Mitigation of potential Vapor Intrusion Pathways Report





	  
	 265.
	 2010-04 Ambient Air Sampling Results for Dry Season November 2009 Report by
Pioneer



 
	  
	 266.
	 2010-04-06 DuPont letter submittal to DTSC with Responses to DTSC Comments: review of
DFA 1 Groundwater Conditions Report



 
	  
	 267.
	 2010-04-13 DTSC letter to DuPont Approval 2009 Annual Surface water Monitoring
Report



 
	  
	 268.
	 2010-04-13 DuPont letter submittal to DTSC with Scoping Level Ecological Risk
Assessment San Joaquin River, Little Break and Lauritzen Yacht Harbor and
Little Break Addendum



 
	  
	 269.
	 2010-04-22 Central
Slough Investigation Final Report prepared by Corporate Remediation Group



 

	  
	 270.
	 2010-04-22 DTSC letter to DuPont Approval Scoping
Level Ecological Risk Assessment San Joaquin River, Little Break and Lauritzen Yacht Harbor and Little Break
Addendum



 
	  
	 271.
	 2010-04-26 Parson Letter to DTSC regarding Response to Comments on REMChlor Modeling Screening Level Evaluation



 
	  
	 272.
	 2010-04-29 Sediment
Data Gaps Investigation Work Plan for The Central Slough by Parsons



 

	  
	 273.
	 2010-05 2009 Annual Groundwater Monitoring Report
by Parsons



 
	  
	 274.
	 2010-05-12 DTSC letter to DuPont Approval Sitewide Groundwater Monitoring Plan



 
	  
	 275.
	 2010-05-18 DTSC letter to DuPont Approval
Sediment Data Gaps Investigation Work Plan for The Central Slough



 
	  
	 276.
	 2010-06-09 Parson Letter to DTSC regarding response
to DTSC Comments dated May
17, 2010 Review of DFA 1 Groundwater Conditions
Report



 
	  
	 277.
	 2010-06-10 Parson Letter to DTSC regarding
Responses to DTSC Comments: review of Plume 3 Pilot Test Work Plan





	  
	 278.
	 2010-06-11 Parson submittal to DTSC regarding
Groundwater Monitoring Report for the Power Plant Parcel



 
	  
	 279.
	 2010-06-15 Pioneer letter to DTSC regarding
responses to DTSC Comments – review of Data Gap Investigation Work
Plan for Development Focus Area #2



 
	  
	 280.
	 2010-06-25 Parson submittal DTSC with Plume Laboratory
Microcosm Work Plan



 
	  
	 281.
	 2010-06-30 Parson submittal DTSC with Addendum to 2009 Annual Surface Water Monitoring
Report



 
	  
	 282.
	 2010-06-30 Parson submittal DTSC with Plume 3
Pilot Test Work Plan



 
	  
	 283.
	 2010-06-30 SWMU 4.2 Follow-up Investigation Work
Plan by Pioneer



 
	  
	 284.
	 2010-07
Reconnaissance level Biological Survey Report by Parsons



 
	  
	 285.
	 2010-07-02 DTSC letter to DuPont Approval Groundwater
Monitoring Report for the Power Plant Parcel



 
	  
	 286.
	 2010-07-02 DTSC letter to DuPont Approval DFA 1 Groundwater Conditions Report



 
	  
	 287.
	 2010-07-09 DTSC letter to DuPont Approval Plume
3 Pilot Test Work Plan





	  
	 288.
	 2010-07-09 DTSC letter to DuPont Approval Addendum
to 2009 Annual Surface Water Monitoring Report



 
	  
	 289.
	 2010-07-14 DTSC letter to DuPont Approval SESOIL
Modeling for PCE in Oakley
Green Remediation Team Study Area





	  
	 290.
	 2010-07-14 DTSC letter to DuPont Approval SWMU
4.2 Follow-up Investigation Work Plan





	  
	 291.
	 2010-07-26 California Environmental Quality Act Initial
Study



 
	  
	 292.
	 2010-08 Predictive Ecological Risk Assessment –
Central Slough and Surrounding Uplands Report prepared by URS Corp.



 
	  
	 293.
	 2010-08-18 Pioneer submittal DTSC with RCRA Facility Investigation Report for Green Remediation
Team Study Area



 
	  
	 294.
	 2010-08-31 DTSC letter to DuPont Approval of
Data Gap Investigation Work Plan for Development Focus Area #2




Exhibit
H - 9
 





   
 
	  
	 295.
	 2010-09-03 DTSCV letter to Cal/EPA regarding Designated Site – FY09/10 Annual Status Report



 
	  
	 296.
	 2010-09-09 Parson submittal DTSC with Central
Slough Sediment Data Gaps Investigation Report



 
	  
	 297.
	 2010-09-10 Parson submittal DTSC with Development
Focus Area 1 Supplemental Groundwater Investigation Work Plan



 
	  
	 298.
	 2010-09-16 DTSC letter to DuPont Approval 2009
Annual Groundwater Monitoring Report



 
	  
	 299.
	 2010-09-17 Parson submittal DTSC with Draft
Plant Tissue Sampling Work
Plan for Plumes 1 and 3





	  
	 300.
	 2010-09-27 DTSC letter to DuPont Approval DFA 1 Supplemental Groundwater
Investigation Work Plan



 
	  
	 301.
	 2010-09-28 DTSC letter to DuPont Approval Draft
Plant Tissue Sampling Work Plan for Plumes 1 and 3



 
	  
	 302.
	 2010-09-30 DTSC letter to DuPont Approval
Central Slough Sediment Data Gaps Investigation Report



 
	  
	 303.
	 2010-10
Project-Specific Waste Management Plan for Site Investigations by URS



 
	  
	 304.
	 2010-10-05 DTSC letter to DuPont Approval RCRA
Facility Investigation Report for Green Remediation Team Study Area



 
	  
	 305.
	 2010-10-05 Pioneer submittal DTSC with Data Gap Investigation Work Plan for Development Focus
Area #3



 
	  
	 306.
	 2010-10-09 Predictive Ecological Risk Assessment Central Slough
Hydric Soil - Addendum



 
	  
	 307.
	 2010-10-22 Appendix C: SWMU 4.2 Follow-up Investigation
Report by Pioneer



 
	  
	 308.
	 2010-10-29 Parson submittal DTSC with 2009
Annual Surface Water Monitoring
Report



 
	  
	 309.
	 2010-11-08 Parson submittal DTSC with Work Plan for 2010 Lauritzen Yacht
Harbor Multimedia Site Characterization



 
	  
	 310.
	 2010-11-30 Parson submittal DTSC with 2010
Semiannual Groundwater Monitoring Report



 
	  
	 311.
	 2010-12 Organolead Soil Gas Investigation Report by
Pioneer



 
	  
	 312.
	 2010-12 Predictive Ecological Risk Assessment Central
Slough Hydric Soil Addendum Report by URS



 
	  
	 313.
	 2010-12-13 DTSC letter to DuPont regarding
Review of Work Plan for
2010 Lauritzen Yacht Harbor Multimedia Site Characterization



 
	  
	 314.
	 2011 Biennial Hazardous Waste Report Exemption Request





	  
	 315.
	 2011-01-10 DTSC letter to DuPont Regarding Predictive
Ecological Risk Assessment Central Slough and Surrounding Uplands



 
	  
	 316.
	 2011-01-19 URS letter submittal to DTSC regarding Predictive Ecological Risk Assessment Central Slough and Surrounding Uplands



 
	  
	 317.
	 2011-01-27 DTSC letter to DuPont Approval Organolead
Soil Gas Investigation Report



 
	  
	 318.
	 2011-01-28 DTSC letter to DuPont Approval Ambient
Air Sampling Results for Dry Season





	  
	 319.
	 2011-01-28
Authorization for URS Corp. Staff to Conduct Specified Waste
Management Activities at Specified DuPont Sites



 
	  
	 320.
	 2011-01-31 Pioneer submittal DTSC regarding Responses
to DTSC Comments -
Review of Work Plan for
2010 Lauritzen Yacht Harbor Multimedia Site
Characterization



 
	  
	 321.
	 2011-02-01 DTSC Email Approval of Predictive
Ecological Risk Assessment Central Slough and Surrounding Uplands and Addendum





	  
	 322.
	 2011-02-01 Parsons Submittal to DTSC regarding
SWMU 4.38; Documentation of Closure Activities



 
	  
	 323.
	 2011-02-07 DTSC letter to DuPont Approval SWMU
4.38; Documentation of Closure
Activities



 
	  
	 324.
	 2011-02-11 DTSC email Approval Work Plan for
2010 Lauritzen Yacht Harbor Multimedia Site Characterization



 
	  
	 325.
	 2011-02-15 Parson submittal DTSC with Plumes 1 and 3 Plant Tissue Sampling
Report



 
	  
	 326.
	 2011-02-18 Pioneer submittal to DTSC with
Responses to DTSC Comments on Plume 3 Soil Gas and Groundwater Characterization Work Plan



 
	  
	 327.
	 2011-02-28 Parsons submittal DTSC 2010 Annual
Surface Water Monitoring Report



 
	  
	 328.
	 2011-03-03 DTSC letter to DuPont Approval of Plumes
1 and 3 Plant Tissue
Sampling Report




Exhibit
H - 10
 





   
 
	  
	 329.
	 2011-03-04 Pioneer submittal to DTSC with Responses to DTSC Comments on Plume 3 Soil Gas and Groundwater Characterization Work Plan



 
	  
	 330.
	 2011-03-15 Pioneer submittal to DTSC with Plume 3 Soil Gas and Groundwater
Characterization Work Plan



 
	  
	 331.
	 2011-03-21 DTSC Email Approval of Plume 3 Soil
Gas and Groundwater Characterization Work Plan



 
	  
	 332.
	 2011-03-24 Pioneer submittal to DTSC with Final
Plume 1 Soil Gas and Groundwater Characterization Work Plan



 
	  
	 333.
	 2011-03-30 Pioneer submittal to DTSC with Soil Gas and Groundwater Characterization Work
Plan for Remaining Area



 
	  
	 334.
	 2011-04-01 Parsons submittal DTSC with Focus Area
1 Supplemental Groundwater Investigation Report



 
	  
	 335.
	 2011-04-04 DTSC letter to DuPont Approval Plume
1 Soil Gas and Groundwater Characterization Work Plan



 
	  
	 336.
	 2011-04-05 DTSC letter to DuPont Approval 2010 Annual
Surface Water Monitoring Report



 
	  
	 337.
	 2011-04-08 Parsons Submittal DTSC with Proposed Updates
to Attachment 7 Corrective Action Consent Agreement



 
	  
	 338.
	 2011-04-08 Parsons submittal DTSC with Response to DTSC comments of 2010 Semiannual Groundwater Monitoring Report



 
	  
	 339.
	 2011-04-08 Pioneer submittal to DTSC with Soil Gas and Groundwater Characterization Work
Plan for Remaining Area



 
	  
	 340.
	 2011-04-11 DTSC letter to DuPont Approval Soil
Gas and Groundwater Characterization Work Plan for Remaining Area



 
	  
	 341.
	 2011-04-29 Parsons submittal DTSC with 2010 Annual Groundwater Monitoring Report



 
	  
	 342.
	 2011-05
Project-Specific Waste Management Plan for Lauritzen Yacht Harbor Multimedia
Investigation by URS



 
	  
	 343.
	 2011-05
Project-Specific Waste Management Plan for Site Investigation by URS



 
	  
	 344.
	 2011-05-02 Pioneer submittal to DTSC with Proposed Updates to Attachment 7
Corrective Action Consent Agreement



 
	  
	 345.
	 2011-05-06 Pioneer submittal to DTSC with Responses
to DTSC Comment Letter: Data Gaps
Investigation Work Plan for Development Area
#3



 
	  
	 346.
	 2011-05-11 DTSC letter to DuPont Approval of
Focus Area 1 Supplemental Groundwater Investigation Report



 
	  
	 347.
	 2011-05-11 Pioneer submittal to DTSC with Focus Area #2 Data Gap Investigation Report





	  
	 348.
	 2011-05-15 Pioneer Submittal DTSC with DTSC
Comments Soil-to-Groundwater Pathway Evaluation Report



 
	  
	 349.
	 2011-05-22 Predictive Ecological Risk Assessment Central Slough
Hydric Soil - Addendum



 
	  
	 350.
	 2011-05-23 DTSC letter to DuPont Approval of
Focus Area #2 Data Gap
Investigation Report



 
	  
	 351.
	 2011-05-31 Pioneer Submittal DTSC Final
Soil-to-Groundwater Pathway Evaluation Report



 
	  
	 352.
	 2011-05-31 Revised Sitewide Soil-to-Groundwater Evaluation Report





	  
	 353.
	 2011-06 Data Gap Investigation Work Plan for Focus
Area #3 by Pioneer



 
	  
	 354.
	 2011-06-06 DTSC letter to DuPont Approval of
Soil-to-Groundwater Pathway Evaluation Report



 
	  
	 355.
	 2011-06-10 DTSC letter to DuPont Approval of
2010 Annual Groundwater Monitoring
Report



 
	  
	 356.
	 2011-06-13 FA3 Data Gaps Evaluation Work Plan



 
	  
	 357.
	 2011-06-15 DTSC letter to DuPont Approval of
Data Gap Investigation Work Plan for Focus Area #3



 
	  
	 358.
	 2011-06-22 Parsons submittal DTSC with Work Plan for Decommissioning Monitoring Wells in
Power Plant Laydown Area



 
	  
	 359.
	 2011-06-22 Parsons submittal DTSC with Request for Concurrence on Reduction of Groundwater Sampling





	  
	 360.
	 2011-07-01 DTSC letter to Parson Approval of Decommissioning Monitoring Wells in Power Plant
Laydown Area



 
	  
	 361.
	 2011-07-07 Parson letter DTSC with Request to
Discontinue Dry Season Sampling




Exhibit
H - 11
 





   
 
	  
	 362.
	 2011-07-14 Post-Closure Permit Application by URS



 
	  
	 363.
	 2011-07-20 DTSC letter to Parson Approval of
Updates to Attachment 7 Corrective Action Consent Agreement



 
	  
	 364.
	 2011-07-20 Site Designation – Status Report



 
	  
	 365.
	 2011-07-21 2010 - 2011 Oakley Annual
Report



 
	  
	 366.
	 2011-08-03 Pioneer Submittal DTSC Proposed Approach
for Re-sampling Plume 1
Soil Gas Sample Locations



 
	  
	 367.
	 2011-08-11 DTSC letter DuPont regarding DTSC
Technical Completeness Determination Post- Closure Permit Application



 
	  
	 368.
	 2011-08-18 DTSC Email with Approval Proposed Approach
for Re-sampling Plume 1
Soil Gas Sample Locations



 
	  
	 369.
	 2011-09 DTSC Fact Sheet



 
	  
	 370.
	 2011-09 Corrective
Measures Study Report for Green Remediation Team Study Area by Pioneer



 
	  
	 371.
	 2011-09-02 California Environmental Quality Act Initial
Study Application



 
	  
	 372.
	 2011-09-12 Pioneer Submittal DTSC Proposed Approach
for Stepout Soil Gas and Groundwater Sampling in Plume 1



 
	  
	 373.
	 2011-09-14 DTSC letter to DuPont Approval Proposed
Approach for Stepout Soil Gas and Groundwater Sampling in Plume 1



 
	  
	 374.
	 2011-09-15 Parsons Submittal to DTSC Comparison of
Groundwater Sampling Results



 
	  
	 375.
	 2011-09-15
Comparison of Groundwater Sampling Results from May 2011 Remaining Area Soil Gas and Groundwater Investigation with
Wood Core (Willow) Sample Results



 
	  
	 376.
	 2011-09-23 DTSC Email Approval of Comparison of
Groundwater Sampling Results



 
	  
	 377.
	 2011-09-23 Pioneer Letter to DTSC regarding
Responses to DTSC Comments on Ambient Air Pathway Summary Report



 
	  
	 378.
	 2011-09-27 Parsons submittal DTSC with 2011 Annual
Surface water Monitoring Report



 
	  
	 379.
	 2011-09-30 Parsons submittal DTSC with Standard Operating Procedures – Fieldwork (Rev. 3)



 
	  
	 380.
	 2011-10-14 DTSC letter to DuPont Approval
Standard Operating Procedures Fieldwork (Rev. 3)



 
	  
	 381.
	 2011-10-20 Parsons Submittal to DTSC Report for
Decommissioning Monitoring Wells in Power Plant Laydown Area



 
	  
	 382.
	 2011-10-26 Parsons Submittal to DTSC with 2011 Semiannual Groundwater Monitoring Report





	  
	 383.
	 2011-10-27 DTSC letter to DuPont Approval Report
for Decommissioning Monitoring Wells in Power Plant Laydown Area



 
	  
	 384.
	 2011-11-02 Parsons Submittal to DTSC with Surface Water Monitoring Plan –
Revision 3



 
	  
	 385.
	 2011-11-16 DTSC letter to DuPont Approval 2011 Annual Surface water Monitoring
Report



 
	  
	 386.
	 2011-11-17 Parson Submittal DuPont with Plume 1
Laboratory Study Work Plan – Addendum 1



 
	  
	 387.
	 2011-11-21 DTSC Email Acknowledgement Oakley Plume
1 Microcosm Study Work Plan





	  
	 388.
	 2011-11-21 Parson Submittal DuPont with Groundwater Monitoring Plan – Revision 2



 
	  
	 389.
	 2011-11-23 Pioneer Submittal DTSC with Ambient
Air Pathway Summary Report



 
	  
	 390.
	 2011-12-01 LYH Multimedia Plume 1 Off-Site
Evaluation Update Presentation



 
	  
	 391.
	 2011-12-05 DTSC Negative Declaration



 
	  
	 392.
	 2011-12-06 DTSC letter to DuPont Approval 2011
Semiannual Groundwater Monitoring Report



 
	  
	 393.
	 2011-12-07 STSC Letter DuPont regarding Transmittal
of Documents Relating to the Notice of Final Decision for a Hazardous Waste Facility





	  
	 394.
	 2011-12-07 DTSC California Environmental Quality Act Notice of Determination



 
	  
	 395.
	 2011-12-07 DTSC Hazardous Waste Facility Post-Closure
Permit



 
	  
	 396.
	 2011-12-07 DTSC Response to Comments Hazardous Waste
Facility Post-Closure Permit



 
	  
	 397.
	 2011-12-07 DTSC Notice of Final Permit Decision



 

	  
	 398.
	 2011-12-12 Parsons Submittal to DTSC with Central
Slough Sediments Corrective Measures Study
Report



 
	  
	 399.
	 2011-12-13 DTSC letter to DuPont Approval Surface
Water Monitoring Plan – Revision 3



 
	  
	 400.
	 2011-12-13 Parsons Submittal to DTSC Surface Water
Sampling Quality Assurance Project
Plan



 
	  
	 401.
	 2011-12-15 DTSC letter to DuPont Approval Ambient
Air Pathway Summary Report



 
	  
	 402.
	 2011-12-19 Parsons Submittal to DTSC Groundwater
Sampling Quality Assurance Project Plan




Exhibit
H - 12
 





   
 
	  
	 403.
	 2011-12-27 Potential Development Perspectives



 
	  
	 404.
	 2012-01-03 DTSC letter to DuPont Approval Surface
Water and Groundwater Sampling Quality Assurance Project Plans



 
	  
	 405.
	 2012-01-10 URS Corp. to Conduct Specified Waste Management Delegation Letter



 
	  
	 406.
	 2012-01-13 Pioneer letter to DTSC regarding Responses
to DTSC comments: 1. Remaining Area Soil Gas and Groundwater Report 2. Plume 3 Soil and Gas Groundwater Report



 
	  
	 407.
	 2012-01-18 Parsons submittal to DTSC with
Notification of Newly Discovered Subsurface Vault in FA4 (SWMU 4.44)



 
	  
	 408.
	 2012-01-18 Parsons submittal to DTSC with Phase 3 Groundwater RFI Work Plan – Rev.
1



 
	  
	 409.
	 2012-01 20 DTSC letter to DuPont Approval
Central Slough Sediments Corrective Measures
Study



 
	  
	 410.
	 2012-01-25 DTSC letter to DuPont Approval Final Phase
3 Groundwater Resource Conservation and Recovery Act Facility Investigation (RFI)
Workplan



 
	  
	 411.
	 2012-01-27 Pioneer Submittal DTSC with Addendum to September 2011 Corrective Measures
Report for Green Remediation Team Study Area



 
	  
	 412.
	 2012-02 DTSC Draft Statement of Basis



 
	  
	 413.
	 2012-02 Project Specific Waste Management Plan for
Phase III Groundwater RCRA Facility Investigation by URS



 
	  
	 414.
	 2012-02-03 Contra
Costa Health Services 2012 CUPA
Packet



 
	  
	 415.
	 2012-02-14 Pioneer Submittal DTSC with Plume 3 Soil Gas and Groundwater
Characterization Report



 
	  
	 416.
	 2012-02-14 Pioneer Submittal DTSC with Remaining
Area Soil Gas and Groundwater Characterization Report



 
	  
	 417.
	 2012-02-16 DTSC letter DuPont Determination of
Technical Completeness September 11 Corrective Measures Study Report and January
2012 CMS Addendum



 
	  
	 418.
	 2012-02-21 Parsons submittal to DTSC with Request for Letter of Exemption from Obtaining BAAQMD Air Permit



 
	  
	 419.
	 2012-02-27 DTSC letter to DuPont Approval Remaining
Area Soil Gas and Groundwater Characterization Report and Plume 3 Soil Gas and Groundwater Characterization
Report



 
	  
	 420.
	 2012-03 Soil RFI Data Gap Investigation Work
Plan for Focus Area #4
and Other Areas by Pioneer





	  
	 421.
	 2012-03-09 Pioneer submittal DTSC with Concrete Characterization Work Plan



 
	  
	 422.
	 2012-03-09 Pioneer letter DTSC with Responses to DTSC Comments on December 2011 Lauritzen Yacht Harbor Multimedia Investigation Summary
Report



 
	  
	 423.
	 2012-03-16 Parsons submittal to DTSC with Proposed Updates to Attachment 7 (rev. 10) Corrective Action Consent Agreement





	  
	 424.
	 2012-03-20 Plume 3 groundwater Corrective Measures Study
Report by URS



 
	  
	 425.
	 2012-03-28 Parsons submittal to DTSC with
Revision to 2011 Surface
Water Monitoring Plan Sampling
Locations



 
	  
	 426.
	 2012-03-28 DTSC letter Parsons Approval Updates
to Attachment 7 (rev. 10)
Corrective Action Consent Agreement



 
	  
	 427.
	 2012-03-30 Pioneer submittal DTSC with Responses to DTSC Comments on January 2012 Plume 1 Off-Site Soil Gas and
Groundwater Investigation Report



 
	  
	 428.
	 2012-04-09 DTSC letter Parsons Approval Revision
to 2011 Surface Water Monitoring Plan Sampling Locations



 
	  
	 429.
	 2012-04-16 Pioneer submittal DTSC with Lauritzen
Yacht Harbor Multimedia Investigation Summary Report



 
	  
	 430.
	 2012-04-29 Parsons submittal to DTSC with 2012 Annual Groundwater Monitoring Report





	  
	 431.
	 2012-04-30 Parsons submittal to DTSC with 2011 Annual Groundwater Monitoring Report





	  
	 432.
	 2012-05-08 DTSC letter to DuPont Approval 2011
Annual Groundwater Monitoring Report



 
	  
	 433.
	 2012-05-08 DTSC letter to DuPont Approval
Lauritzen Yacht Harbor Multimedia Investigation Summary Report



 
	  
	 434.
	 2012-05-15 Pioneer submittal DTSC with Tetrachloroethylene Soil Cleanup Level




Exhibit
H - 13
 





   
 
	  
	 435.
	 2012-05-24 Pioneer submittal BAAQMD with Health Risk Screening Analysis



 
	  
	 436.
	 2012-05-24 DTSC letter Pioneer Approval Tetrachloroethylene Soil Cleanup Level



 
	  
	 437.
	 2012-05-31 Notice of Public Comment Period



 
	  
	 438.
	 2012-06 Community Notice – Fact Sheet



 
	  
	 439.
	 2012-06 DTSC Draft Statement of Basis



 
	  
	 440.
	 2012-06 DTSC Fact Sheet



 
	  
	 441.
	 2012-06 Project Specific Waste Management Plan for
Phase III Groundwater RCRA Facility Investigation by URS



 
	  
	 442.
	 2012-06-05 BAAQMD Health Risk Screening Analysis
Form



 
	  
	 443.
	 2012-06-07 Pioneer submittal DTSC with Responses to DTSC Comments on January 2012 Plume 1 off-Site Soil gas and Groundwater Characterization Report



 
	  
	 444.
	 2012-06-07 Pioneer submittal DTSC with Responses to DTSC Comments on February 2012
Plume 1 On-Site Soil gas and Groundwater Characterization Report





	  
	 445.
	 2012-06-14 Pioneer submittal DTSC with Demonstration that existing Stockpiles of Western Development
Area Soil are Suitable for Use as Clean
Fill



 
	  
	 446.
	 2012-06-19 BAAQMD Permit Exemption for Aeration of Green
Team GRT Soil



 
	  
	 447.
	 2012-07 Project Specific Waste Management Plan for
SWMU 4.2 West Basin Closure





	  
	 448.
	 2012-07-03 DTSC letter DuPont Approval Existing Stockpiles of Western Development Area Soil Suitable as Clean Fill



 
	  
	 449.
	 2012-07-16 Pioneer submittal DTSC with Corrective Measures Implementation Plan for Green Remediation Team Study Area



 
	  
	 450.
	 2012-07-17 DTSC letter DuPont regarding Corrective
Measures Implementation Plan for Green Remediation Team Study Area



 
	  
	 451.
	 2012-07-18 DTSC Site Designation Status Report





	  
	 452.
	 2012-07-25 DTSC letter DuPont Approval Corrective
Measures Implementation Plan for Green Remediation Team Study Area



 
	  
	 453.
	 2012-07-26 Pioneer submittal DTSC with Plume 1
Off-site Soil Gas and Groundwater Characterization Report



 
	  
	 454.
	 2012-07-26 Pioneer submittal DTSC with Plume 1 On-site
Soil Gas and Groundwater Characterization Report



 
	  
	 455.
	 2012-07-26 Pioneer submittal DTSC with Responses to DTSC Comment Letter May 11, 2012



 
	  
	 456.
	 2012-08-01 DTSC letter DuPont Approval Soil RFI Data
Gaps Investigation Workplan for Focus Area #4 and other Areas



 
	  
	 457.
	 2012-08-07 DTSC letter DuPont Approval Revised
Post-Closure Permit O&M Maintenance
Manual



 
	  
	 458.
	 2012-08-09 Parsons email submittal DTSC regarding
CEQA and Plume 3 CMS
Draft Initial Study



 
	  
	 459.
	 2012-08-15 DTSC letter DuPont Approval Plume
1 Off-site Soil Gas and
Groundwater Characterization Report



 
	  
	 460.
	 2012-09 Soil Remediation Health and Safety
Plan by Pioneer



 
	  
	 461.
	 2012-09-14 Parsons submittal DTSC with Addendum 1
(revised) to Plume 3 CMS Report





	  
	 462.
	 2012-09-14 Pioneer submittal DTSC with Responses to DTSC Comment Letter July 12, 2012 Focus Area #1 Summary
Report



 
	  
	 463.
	 2012-09-27 Parsons Submittal DTSC with Health and Safety Plan General Field
Activities



 
	  
	 464.
	 2012-10 DTSC Community Notice



 
	  
	 465.
	 2012-10-24 DTSC email to Chuck Orwig Approval
Addendum 1 to Plume 3 CMS Report



 
	  
	 466.
	 2012-10-24 DTSC letter DuPont regarding Public
Notice Proposed Remedy Plume 3



 
	  
	 467.
	 2012-10-30 Parsons Submittal DTSC with 2012
Annual Surface Water Monitoring
Report



 
	  
	 468.
	 2012-11-02 Pioneer submittal DTSC with 2012- Annual Lauritzen Yacht Harbor Multimedia Investigation Report





	  
	 469.
	 2012-11-02 Pioneer submittal DTSC with Focus Area
#1 Summary Report



 
	  
	 470.
	 2012-11-20 Parsons Submittal DTSC with Responses to Comments in DTSC letter dated October 26,2012



 
	  
	 471.
	 2012-11-28 Parsons Submittal DTSC with Plume 1 Column Study Interim Results




Exhibit
H - 14
 





   
 
	  
	 472.
	 2012-11-29 DTSC email Chuck Orwig Approval FA1 Summary Report



 
	  
	 473.
	 2012-12-05 DTSC letter DuPont Approval 2012
Annual Surface Water Monitoring
Report



 
	  
	 474.
	 2012-12-06 DTSC letter DuPont Approval Post-Closure
Permit O&M Manual



 
	  
	 475.
	 2012-12-11 DTSC letter DuPont Approval 2012 Annual
Lauritzen Yacht Harbor Multimedia Investigation Report



 
	  
	 476.
	 2012-12-17 DTSC Final Negative Declaration for
Plume 3 Remedy Selection



 
	  
	 477.
	 2012-12-17 DTSC Response to Comments Remedy
Plume 3 Area Groundwater



 
	  
	 478.
	 2012-12-17 DTSC Final Statement of Basis Remedy
for Plume 3 Groundwater



 
	  
	 479.
	 2013-01 Emergency Action, Preparedness, Prevention, and
Contingency Plan



 
	  
	 480.
	 2013-01-01 Oakley Final CUPA



 
	  
	 481.
	 2013-01-25 Pioneer Submittal DTSC Updated Oakley
Soil Preliminary Cleanup Levels



 
	  
	 482.
	 2013-01-30 URS Corporation Delegation Letter



 
	  
	 483.
	 2013-02 DTSC Community Notice



 
	  
	 484.
	 2013-02-07 DTSC letter DuPont Approval Plume 1 Pilot Test Work Plan



 
	  
	 485.
	 2013-02-28 DTSC letter DuPont Approval Updated
Oakley Soil Preliminary Cleanup
Levels



 
	  
	 486.
	 2013-03-01 DTSC Treated Wood Waste Notification



 
	  
	 487.
	 2013-03-12 Parsons Submittal DTSC with Field Test Work Plan for Little Break
Wetlands



 
	  
	 488.
	 2013-03-26 DTSC letter DuPont Approval Field Test Work
Plan for Little Break Wetlands



 
	  
	 489.
	 2013-03-27 Parsons Submittal DTSC with 2012 Annual Inspection Summary Report Post-
Closure Permit



 
	  
	 490.
	 2013-03-29 Parsons Submittal DTSC with Plume 2
Laboratory Microcosm Work Plan



 
	  
	 491.
	 2013-04-04 Parsons Submittal DTSC with Phase 3 Groundwater RCRA Facility
Investigation Report



 
	  
	 492.
	 2013-04-08 Parsons Submittal DTSC with Proposed Updates
to Attachment 7 (Revision
11) Corrective Action Consent Agreement



 
	  
	 493.
	 2013-04-08 DTSC letter Dupont Notice of
Decision Corrective Action Complete Determination without Controls for Focus Area 1



 
	  
	 494.
	 2013-04-12 DTSC letter DuPont Approval Plume 2
Laboratory Microcosm Work Plan



 
	  
	 495.
	 2013-04-26 DTSC letter DuPont Approval Updates to
Attachment 7 (Revision 11) Corrective Action Consent Agreement



 
	  
	 496.
	 2013-04-26 DTSC letter DuPont Approval 2012 Annual
Inspection Summary Report



 
	  
	 497.
	 2013-04-292012 Annual Groundwater Monitoring Report



 
	  
	 498.
	 2013-05-01 Dupont Site Waste Listing Code Determination





	  
	 499.
	 2013-05-23 Parsons Submittal DTSC with Post-Closure
Permit O&M Manual Revision 1



 
	  
	 500.
	 2013-06-05 Parsons Submittal DTSC with Plume 3 Upper Aquifer Corrective Measures
Implementation Plan



 
	  
	 501.
	 2013-06-13 Parsons submittal DTSC with of Phase 3
Groundwater Resource Conservation and Recovery Act Facility Investigation Report



 
	  
	 502.
	 2013-06-21 Pioneer
Submittal DTSC with Brick Area Interim Measures Letter Work Plan



 
	  
	 503.
	 2013-07-08 DTSC Letter DuPont Approval Brick Area
Interim Measures Letter Work Plan





	  
	 504.
	 2013-07-09 DTSC Letter DuPont Approval 2012 Annual
Groundwater Monitoring Report



 
	  
	 505.
	 2013-07-26 Plume 3 CMS CEQA Addendum - Brick Area
Interim Measures



 
	  
	 506.
	 2013-07-31 DTSC Site Designation Status Report





	  
	 507.
	 2013-08 Addendum to the negative Declaration
for the Plume 3
Groundwater Corrective Measures Study
Report



 
	  
	 508.
	 2013-08-01 Plume 3 CMS CEQA Addendum - Brick Area
Interim Measures



 
	  
	 509.
	 2013-08-07DTSC
Approval Revised PCPA O&M Manual (Revision 1)



 
	  
	 510.
	 2013-08-15 DTSC Letter DuPont Comments Plume 3 Upper Aquifer Corrective Measures
Implementation Plan



 
	  
	 511.
	 2013-08-20 CACA Attachment 7 - Revision 12



 
	  
	 512.
	 2013-08-21 DTSC Notice of Determination



 
	  
	 513.
	 2013-08-31 DTSC letter Dupont Approval Attachment
7 (Revision 12) Corrective Action Consent Agreement




Exhibit
H - 15
 





   
 
	  
	 514.
	 2013-09-10 Parsons Submittal DTSC with Request to Modify General Waste Discharge Requirements



 
	  
	 515.
	 2013-09-13 DTSC Letter DuPont Approval Comments
Plume 3 Upper Aquifer Corrective Measures Implementation Plan



 
	  
	 516.
	 2013-09-23 Parsons Submittal DTSC with 2013
Annual Surface Water Monitoring
Report



 
	  
	 517.
	 2013-09-27 Parsons Submittal DTSC with Plume 3 Upper Aquifer Corrective Measures
Implementation Plan Final



 
	  
	 518.
	 2013-10-04 Pioneer Memo DTSC regarding Soil-to-Groundwater
Pathway Evaluation



 
	  
	 519.
	 2013-10-09 Pioneer Submittal DTSC with ESFIM and Brick Area Interim Measures
Stockpiles Soil Management Work Plan



 
	  
	 520.
	 2013-10-10 DTSC Authorization for Class I Permit Modification to Hazardous Waste
Facility Post-Closure Permit



 
	  
	 521.
	 2013-10-10 DTSC Approval of Soil-To-Groundwater Pathway Evaluation for Methylene Chloride and DRO -
Memorandum



 
	  
	 522.
	 2013-10-11 DTSC letter Dupont Response to
Comments September 13, 2013 Focus Area #3 Soil RCRA Facility
Investigation Report



 
	  
	 523.
	 2013-10-15 DTSC Letter DuPont Approval Plume
3 Upper Aquifer Corrective Measures Implementation Plan



 
	  
	 524.
	 2013-10-16 DTSC Letter DuPont Approval Health
and Safety Plan Revision 6





	  
	 525.
	 2013-10-18 DTSC Letter DuPont Approval 2013 Annual
Surface Water Monitoring Report



 
	  
	 526.
	 2013-10-21 CVRWQCB Water Board Revised Monitoring
and Reporting Program



 
	  
	 527.
	 2013-10-21 CVRWQCB Revised Notice of Applicability



 

	  
	 528.
	 2013-11-13 DTSC Letter DuPont Approval ESFIM and
Brick Area Interim Measures Stockpiles Soil Management Work Plan



 
	  
	 529.
	 2013-11-14 DuPont Submittal DTSC with Class 1
Modification to the Hazardous Waste Facility Post-Closure Permit



 
	  
	 530.
	 2013-12 Focus Area #3 Soil RFI Report prepared by Pioneer Technologies
Corporation



 
	  
	 531.
	 2013-12-06 Pioneer Submittal DTSC with Addendum to Plume 3 Soil Gas and Groundwater Characterization Work Plan





	  
	 532.
	 2013-12-06 DTSC Email DuPont Approval Addendum to Plume
3 Soil Gas and Groundwater Characterization Work Plan



 
	  
	 533.
	 2013-12-10 DTSC Letter DuPont Approval Soil-to-Groundwater Pathway Evaluation



 
	  
	 534.
	 2013-12-10 DTSC Letter DuPont Authorization for Class
I permit Modification



 
	  
	 535.
	 2013-12-12 Parsons Submittal DTSC with report for
the Field Test of the
Little Break Phytoremediation Plot



 
	  
	 536.
	 2014-01 Focus Area #2 Soil RFI Report by Pioneer



 
	  
	 537.
	 2014-01-04 DTSC Letter DuPont regarding DTSC Site
Inspection



 
	  
	 538.
	 2014-01-07 DTSC Letter Dupont Regarding Annual
Groundwater Monitoring



 
	  
	 539.
	 2014-01-10 URS Corporation Delegation Letter



 
	  
	 540.
	 2014-01-16 DTSC
Summary of Observations from Inspection



 
	  
	 541.
	 2014-01-21 DTSC Letter DuPont Approval Field Test
of the Little Break Phytoremediation Plot



 
	  
	 542.
	 2014-01-21 DTSC Letter DuPont Approval Focus Area
#3 Soil RCRA Facility Investigation
Report



 
	  
	 543.
	 2014-01-30 DTSC Email DuPont Approval of Extension to
Submit Annual Groundwater Report



 
	  
	 544.
	 2014-01-31 Pioneer submittal DTSC with 2013 Annual
Lauritzen Yacht Harbor Multimedia Investigation Report



 
	  
	 545.
	 2014-02-19 SOP Hazard Communication



 
	  
	 546.
	 2014-02-25 Project Action Plan (PAP) for DTSC
Review



 
	  
	 547.
	 2014-02-25 DuPont Letter to DTSC Corrective Action Consent Agreement Notification of
New Project Coordinator



 
	  
	 548.
	 2014-02-26 USEPA RCRA Subtitle C Site
Identification Form



 
	  
	 549.
	 2014-02-28 2014 Oakley Site Nesting Swanson's
Hawk Survey



 
	  
	 550.
	 2014-02-28 Emergency Action, Preparedness, Prevention, and
Contingency Plan




Exhibit
H - 16
 





   
 
	  
	 551.
	 2014-03 Corrective Measures Completion Report for Green Remediation Team Study Area by Pioneer



 
	  
	 552.
	 2014-03-03 CUPA Report



 
	  
	 553.
	 2014-03-04 Parsons Submittal DTSC with Surface
Water Monitoring Plan Revision 4





	  
	 554.
	 2014-03-05 Pioneer submittal DTSC with Surface Concrete
Characterization Report



 
	  
	 555.
	 2014-03-10 Parsons Submittal DTSC with Plume 1
Field Pilot Test Work Plan





	  
	 556.
	 2014-03-21 Parsons Submittal DTSC with Notification
of Damaged Well and Soil
Gas Probes



 
	  
	 557.
	 2014-03-21 Corrective Measures Completion Report for Green
Remediation Team Study Area and Completion of Soil Investigation and Remediation Activities in Focus Area
#3



 
	  
	 558.
	 2014-03-25 DTSC Letter DuPont Approval Plume 1 Field Pilot Test Work Plan



 
	  
	 559.
	 2014-03-27 Parsons Submittal DTSC with 2013 Annual Inspection Summary Report



 
	  
	 560.
	 2014-03-28 Pioneer submittal DTSC with Brick Area
Interim Measures Letter Report



 
	  
	 561.
	 2014-03-28 DuPont waste Minimization Certification 2012





	  
	 562.
	 2014-03-28 DuPont waste Minimization Certification 2013





	  
	 563.
	 2014-03-28 DuPont waste Minimization Certification 2014





	  
	 564.
	 2014-03-28 Pioneer submittal DTSC with Phytoremediation
Area Interim Measures Letter Work Plan



 
	  
	 565.
	 2014-03-31 Pioneer submittal DTSC with 2014 Annual
Lauritzen Yacht Harbor Multimedia Investigation Report



 
	  
	 566.
	 2014-04-01 Addendum 2 to the Negative Declaration for the Plume 3 Groundwater Corrective Measures Study Report
- Phytoremediation Area IM CEQA



 
	  
	 567.
	 2014-04-29 DuPont Submittal DTSC with Plume 3 Pilot Test Quarterly Monitoring
Report



 
	  
	 568.
	 2014-04-29 Parson Letter to WQCB with Notice of Intent to Comply with Term of General Order No. R5-2008-0149



 
	  
	 569.
	 2014-04-29 Parsons Submittal DTSC with 2013 Annual Groundwater Monitoring Report



 
	  
	 570.
	 2014-05-05 DTSC Letter DuPont Approval Phytoremediation Area Interim Measures Letter Work
Plan



 
	  
	 571.
	 2014-05-07 Parsons Submittal DTSC with Long-term
Groundwater Monitoring Optimization Summary
Report



 
	  
	 572.
	 2014-05-08 Parsons Submittal DTSC with Technical
Memo Plume 2 Microcosm Study
Optimization



 
	  
	 573.
	 2014-05-28 Parsons Submittal DTSC with Plume 3 Groundwater Corrective Measures Project





	  
	 574.
	 2014-05-28 Ardea Consulting letter Parsons with
2014 Oakley Site Nesting Swainson’s Hawk Survey



 
	  
	 575.
	 2014-05-28 Parsons Internal Memo regarding 2014
California Black Rail Survey Results



 
	  
	 576.
	 2014-05-29 Notice of Agreement between DuPont and Lauritzen Yacht Harbor



 
	  
	 577.
	 2014-06 Pioneer Figure 1 AKC Manufacturing Area
Previous and Proposed Sample Locations



 
	  
	 578.
	 2014-06-04 WQCB letter DuPont regarding Clean
Water Act Technically Conditioned Water Quality Certification



 
	  
	 579.
	 2014-06-04 Notice of Agreement between DuPont and
TAPJM



 
	  
	 580.
	 2014-06-05 DTSC Letter DuPont Approval Surface
Water Monitoring Plan



 
	  
	 581.
	 2014-06-12 Dept. of the Army letter DuPont regarding
Dept. of the Army Permit



 
	  
	 582.
	 2014-06-25 DTSC email DuPont Approval Abandon Damaged Well and Soil Gas Probes



 
	  
	 583.
	 2014-06-26 Pioneer submittal DTSC with Responses to DTSC Comment May 5,
2014



 
	  
	 584.
	 2014-07-01 DuPont Oakley Feb 2014-Aug 2014
Comparison Spreadsheet



 
	  
	 585.
	 2014-07-18 DTSC Letter DuPont Approval Addendum
2 to the Negative
Declaration for Plume 3 Groundwater Corrective Measures



 
	  
	 586.
	 2014-07-18 DTSC Letter DuPont Approval 2013 Annual
Groundwater Monitoring Report



 
	  
	 587.
	 2014-07-18 DTSC Letter DuPont Approval Long-term Groundwater Monitoring Optimization Summary Report





	  
	 588.
	 2014-07-18 Site Designation Status Report



 
	  
	 589.
	 2014-07-20 DTSC Letter DuPont Approval Phytoremediation Area Interim Measures Letter Work
Plan



 Exhibit H - 17
 





   
 
	  
	 590.
	 2014-07-21 DTSC letter DuPont regarding review of the June 2014 Ex-Situ Soil Stabilization Pilot Study Work Plan



 
	  
	 591.
	 2014-07-21 DTSC letter DuPont regarding Review
of the Brick Area Interim Measures Letter Report



 
	  
	 592.
	 2014-07-29 Ardea Consulting letter Pioneer with 2014
Oakley Site Pre-Construction Nesting Bird West Basin



 
	  
	 593.
	 2014-07-30 Pioneer submittal DTSC with Responses to DTSC
Comment Letter dated 5/5/14 Focus Area #2 Soil RCRA Facility Investigation





	  
	 594.
	 2014-07-30 Parsons Submittal DTSC GEOTracker with Plume
3 Pilot Third Quarter Monitoring Report



 
	  
	 595.
	 2014-07-31 Pioneer submittal DTSC with Ex-Situ Soil Stabilization Pilot Study Work Plan





	  
	 596.
	 2014-08 The Oakley Site Community Connection
Newsletter



 
	  
	 597.
	 2014-08-01 Pioneer submittal DTSC with Brick Area
Interim Measures Letter Report



 
	  
	 598.
	 2014-08-05 WQCB Notice



 
	  
	 599.
	 2014-08-07 Parsons Submittal DTSC with 2014
Annual Surface Water Monitoring Report 600. 2014-08-17 Parsons Submittal DTSC
with Proposed Updates to Attachment 7 (Rev 13) Corrective Action
Consent Agreement



 
	  
	 601.
	 2014-08-26 Parsons Notification DTSC of Upcoming Phyto Area Soil
IM Fieldwork



 
	  
	 602.
	 2014-08-26 Napa Earthquake was only Intensity III on Mercalli
Scale in Oakley Area 



 
	  
	 603.
	 2014-09-01 Q3 DuPont Oakley Feb 2014-Aug 2014 Comparison Spreadsheet



 
	  
	 604.
	 2014-09-02 WQCB letter DuPont regarding Notice
of General Order No. R5-2008-0149-052 Plume 1 In-Situ Remediation Pilot Test



 
	  
	 605.
	 2014-09-03 Parsons Submittal DTSC with 2013 Annual Lauritzen Yacht Harbor Multimedia
Investigation Report



 
	  
	 606.
	 2014-09-10 DTSC Email to DuPont Approval Proposed Updates to Attachment 7 (Rev 13) Corrective
Action Consent Agreement



 
	  
	 607.
	 2014-09-19 Focus Area #2 Soil RFI Report: Responses to DTSC Comments



 
	  
	 608.
	 2014-09-19 DTSC Letter DuPont Approval July 2014
Ex-Situ Soil Stabilization Pilot Study Work Plan



 
	  
	 609.
	 2014-09-19 DTSC Email to Pioneer regarding FA2 Soil RFI Report: responses to DTSC 



 
	  
	 610.
	 2014-09-19 Response to Comments: Corrective
Measures Completion Report for Green Remediation Team Study Area



 
	  
	 611.
	 2014-09-30 DTSC Letter DuPont Approval Brick
Area Interim Measures Letter Report



 
	  
	 612.
	 2014-09-30 DTSC Letter DuPont Approval 2013 Annual
Lauritzen Yacht Harbor Multimedia Investigation Report



 
	  
	 613.
	 2014-10 Focus Area #2 Soil RFI Report by Pioneer



 
	  
	 614.
	 2014-10 Corrective
Measures Completion Report for Green Remediation Team Study Area by Pioneer



 
	  
	 615.
	 2014-10-09 Parsons Submittal DTSC with Dates for Fieldwork Associated with Phase 2
Data Gap Evaluation for a Biogeochemical Transformation Test



 
	  
	 616.
	 2014-10-10 DTSC Letter DuPont Comment Letter on the
June 2014 Plume 3 Characterization Report Addendum



 
	  
	 617.
	 2014-10-16 Pioneer email to DTSC Notification of Upcoming
Phyto Area Soil IM Fieldwork 



 
	  
	 618.
	 2014-10-16 Parsons Submittal DTSC with Fieldwork Notification and Plume 3 Phytoremediation Plot
Design Update



 
	  
	 619.
	 2014-10-17 Parsons Submittal DTSC with Addendum to
Plume 3 Upper Aquifer Corrective
Measures Implementation Plan



 
	  
	 620.
	 2014-10-24 Pioneer submittal DTSC with 2014 Date for
LYH Multimedia Investigation Fieldwork



 
	  
	 621.
	 2014-10-27 DuPont submittal CVRWQCB with Plume 3
Pilot Test Fourth Quarterly
and First Annual Monitoring Report





	  
	 622.
	 2014-11 Site Tour Map by Pioneer



 
	  
	 623.
	 2014-11-04 Pioneer submittal DTSC with Addendum to the Plume 3 Soil Gas and Groundwater Characterization Report




Exhibit
H - 18
 





   
 
	  
	 624.
	 2014-11-07 Parsons Submittal DTSC with Final Addendum to Plume 3 Upper Aquifer Corrective Measures Implementation Plan



 
	  
	 625.
	 2014-11-17 Power
Point Presentation DuPont Oakley
Site Community Advisory Panel



 
	  
	 626.
	 2014-11-18 Power Point Presentation DuPont Oakley
Site Consultative Work Group Meeting 



 
	  
	 627.
	 2014-11-18 DTSC PM
Site Tour Map Book



 
	  
	 628.
	 2014-11-18 Power Point Presentation DuPont Oakley Site
Orientation for DTSC PM



 
	  
	 629.
	 2014-11-24 DTSC Letter DuPont Approval 2014 Annual Surface Water
Monitoring Report



 
	  
	 630.
	 2014-11-24 DTSC Letter DuPont Approval Final Addendum to Plume 3
Upper Aquifer Corrective Measures Implementation Plan



 
	  
	 631.
	 2014-11-24 Parsons Submittal DTSC with Dates for Installation of Plume 3 Upper Aquifer Corrective Measures (Phase 2)





	  
	 632.
	 2014-11-25 Pioneer email to DTSC Notification of
Upcoming Phyto Area Soil IM Fieldwork





	  
	 633.
	 2014-12 Public Notice Company Name Change



 
	  
	 634.
	 2014-12-01 DTSC Letter DuPont Approval Corrective
Measures Completion Report for Green Remediation Team Study Area



 
	  
	 635.
	 2014-12-11 CVRWQCB letter DuPont Approval Plume 3 Corrective Measures Implementation Plan





	  
	 636.
	 2014-12-16 Dupont Email to DTSC Regarding DuPont Oakley Change of name for PCP Permit



 
	  
	 637.
	 2014-12-18 Parsons Submittal DTSC with
Report for the 2014 Expanded Field Test for the Phytoremediation Plots



 
	  
	 638.
	 2014-12-29 Contra Costa Health Services letter DuPont regarding
Certified Unified Program Agency Submittal for
2015



 
	  
	 639.
	 2014-12-29 Pioneer email to DTSC Notification of Upcoming Phyto
Area Soil IM Fieldwork 



 
	  
	 640.
	 2015-01-08 URS
Corporation Delegation Letter



 
	  
	 641.
	 2015-01-08 Pioneer email to DTSC Notification of Upcoming Phyto
Area Soil IM Fieldwork



 
	  
	 642.
	 2015-01-09 Parsons Figure No. 3 Total Dissolved Solids in
Surficial Aquifer Wells and Grab Groundwater Sample Locations



 
	  
	 643.
	 2015-01-13 Power Point for FA4 and OA
Meetings



 
	  
	 644.
	 2015-01-14 Assignment and Assumption of
Rights



 
	  
	 645.
	 2015-01-26 DTSC Letter DuPont Approval Addendum to the Plume 3
Soil Gas and Groundwater Characterization Report



 
	  
	 646.
	 2015-01-26 Parsons Submittal DTSC with Plume 3 Surficial Aquifer
Corrective Measures Implementation Plan



 
	  
	 647.
	 2015-01-30 DuPont Letter CVRWQCB with Plume 1 Pilot Test First
Quarterly Monitoring Report



 
	  
	 648.
	 2015-02 Emergency Action, Preparedness, Prevention, and
Contingency Plan by AECOM



 
	  
	 649.
	 2015-02 The Oakley
Site Community Connection Newsletter



 
	  
	 650.
	 2015-02-03 CVRWQCB letter DuPont Order Amending Clean Water Act
Technically Conditioned Water Quality Certification



 
	  
	 651.
	 2015-02-06 Parsons Submittal DTSC with Dates for IQ 2015
Fieldwork 



 
	  
	 652.
	 2015-02-15 Chemours Oakley Waste Minimization Certification



 
	  
	 653.
	 2015-02-17 DTSC Letter DuPont Approval Focus Area 2 RCRA Facility
Investigation Report



 
	  
	 654.
	 2015-02-17 Parsons Submittal DTSC with Notification of Damaged Monitoring Wells and
Planned Repair in 2015



 
	  
	 655.
	 2015-02-19 2015-Q1 Chemours Oakley PAP Aug 2014-Feb 2015
Comparison



 
	  
	 656.
	 2015-02-19 PAP for DTSC Review



 
	  
	 657.
	 2015-02-25 Parsons Email to CVRWQCB and USACE regarding Chemours (DuPont) Oakley
Site: SPK-2013-01073



 
	  
	 658.
	 2015-02-26 DTSC Letter DuPont Acknowledgement of Class 1
Hazardous Waste Post-Closure Facility Permit
Modification



 
	  
	 659.
	 2015-02-26 CalEPA Hazardous Waste Facility Post-Closure
Permit - Implementing Name Change



 
	  
	 660.
	 2015-02-27 DuPont letter DTSC Transfer of EPA
Identification Number



 
	  
	 661.
	 2015-02-28 Pioneer Email DTSC Notification of
Upcoming Ex-Situ Soil Stabilization Pilot Study Fieldwork




Exhibit
H - 19
 





   
 
	  
	 662.
	 2015-02-28 Oakley Site-Newsletter



 
	  
	 663.
	 2015-03 Public Notice Permit Ownership Change



 

	  
	 664.
	 2015-03-01 Parsons Submittal DTSC with 2014 Annual Groundwater Monitoring Report 





	  
	 665.
	 2015-03-06 Pioneer submittal DTSC with West Basin
Closure Report



 
	  
	 666.
	 2015-03-08 Oakley 2015 CUPA Report



 
	
 
	 667.
	 2015-03-08 CAEPA email Lance Holman CUPA and
ER and Training Acceptance



 
	
 
	  668.
	 2015-03-08 CAEPA email Lance Holman CUPA
Facility Information Acceptance



 
	
 
	 669.
	
2015-03-08 CAEPA email Lance Holman CUPA Inventory Acceptance



 
	
 
	 670.
	
2015-03-09 CVRWQCB Notice of Applicability



 
	  
	 671.
	 2015-03-16 Excel Spreadsheet PCP Financial Assurance
Cost Estimates



 
	  
	 672.
	 2015-03-16 Chemours letter DTSC Notification of
Permittee Ownership Change on Hazardous Waste Post-Closure Facility Permit



 
	  
	 673.
	 2015-03-17 Chemours letter DTSC Post-Closure Permit
and Corrective Action Consent Agreement Cost Estimate for Financial Assurance



 
	  
	 674.
	 2015-03-17 DTSC Financial Assurance Cost Estimate
Validation Memorandum



 
	  
	 675.
	 2015-03-26 Parsons Submittal DTSC with
2014 Annual Inspection Summary
Report



 
	  
	 676.
	 2015-04 Facility Wide Waste Management Plan and Generator
Requirements by AECOM 



 
	  
	 677.
	 2015-04-06 Chemours Email DTSC with Oakley
Corrective Action Consent Agreement Quarterly
Reports



 
	  
	 678.
	 2015-04-07 DTSC Email Chemours Approval 2015 Q1 PAP



 
	  
	 679.
	 2015-04-07 DTSC Letter DuPont Approval 2014 Expanded Field Test
for the Phytoremediation Plots



 
	  
	 680.
	 2015-04-13 Power Point Oakley Site Community Advisory Panel
Presentation 



 
	  
	 681.
	 2015-04-14 Power Point Presentation Oakley Site Consultative Work
Group



 
	  
	 682.
	 2015-04-15 Parsons
Email DTSC Fieldwork Notification



 
	  
	 683.
	 2015-04-24 Contra Costa Health Services letter
Chemours regarding Hazardous Waste Integrity Assessment Requirements



 
	  
	 684.
	 2015-05-01 DuPont Letter CVRWQCB with Plume 1 Pilot Test Second Quarterly
Monitoring Report



 
	  
	 685.
	 2015-05-08
Conceptual Model Verification Work
Plan



 
	  
	 686.
	 2015-05-09 Fieldwork Schedule for Conceptual Model
Verification



 
	  
	 687.
	 2015-05-12 ESM Submittal DTSC Phytoremediation Area Interim
Measures Letter Report



 
	  
	 688.
	 2015-05-15 DTSC Letter Chemours Approval
Plume 3 Surficial Aquifer Corrective Measures Implementation Plan



 
	  
	 689.
	 2015-05-20 Pioneer Email DTSC Notification of
Upcoming Ex-Situ Soil Stabilization Pilot Study Fieldwork



 
	  
	 690.
	 2015-05-26 DTSC has received the Plume 1 Pilot
Test, Second Quarterly Monitoring Report and the Plume 2 Abiotic Microcosm
Study Test Plan



 
	  
	 691.
	 2015-06-08 Parsons Submittal DTSC with Final Plume 3 Surficial Aquifer Corrective
Measures Implementation Plan



 
	  
	 692.
	 2015-06-09 Parsons Submittal DTSC with Fieldwork
Schedule for Conceptual Model
Verification



 
	  
	 693.
	 2015-06-12 DTSC Letter Chemours Approval West Basin
Closure Report



 
	  
	 694.
	 2015-06-19 Parsons Submittal DTSC with Responses
to DTSC Comments 2014
Annual Groundwater Monitoring Report



 
	  
	 695.
	 2015-06-23 DTSC Letter Chemours Approval 2014 LYH
Multimedia Report



 
	  
	 696.
	 2015-06-23 DTSC Letter Chemours Approval
Phytoremediation Area Interim Measures Letter Report



 
	  
	 697.
	 2015-06-25 DTSC Letter Chemours Approval Hazardous
Waste Post-Closure Facility Permit Ownership Change



 
	  
	 698.
	 2015-06-26 CalEPA Hazardous Waste Facility Post-Closure
Permit



 
	  
	 699.
	 2015-06-29 Chemours Email Electronic EPA ID Number Verification Questionnaire



 
	  
	 700.
	 2015-06-30 DTSC Letter Chemours Approval Plume 3 Surficial Aquifer Corrective Measures
Implementation




Exhibit
H - 20
 





   
 
	
 
	 701.
	
2015-06-30 Focus Area #4 and Other Areas Soil RFI Report by Pioneer



 
	
 
	 702.
	 2015-06-30 Appendix F - Focus Area 4 and Other
Areas Report – Draft



 
	
 
	 703.
	
2015-07 Public Participation Plan



 
	  
	 704.
	 2015-07-23 Parsons Submittal DTSC with Fieldwork Notification 



 
	  
	 705.
	 2015-07-28 PAP for DTSC Review



 
	  
	 706.
	 2015-07-29 License Agreement



 
	  
	 707.
	 2015-07-30 Parsons Submittal DTSC with
Proposed Updates to Attachment 7 (Rev 14)



 
	  
	 708.
	 2015-08-03 Acceptance of Emergency Response and Training Plans
Submittal - E-mail 



 
	  
	 709.
	 2015-08-03 Acceptance of Hazardous Materials Inventory Submittal - E-mail



 
	  
	 710.
	 2015-08-04 Site Designation Status Report





	  
	 711.
	 2015-08-11 Parsons Submittal DTSC with Dates for 3Q 2015
Fieldwork 



 
	  
	 712.
	 2015-08-13 Parsons Submittal DTSC with
Dates for 3Q 2015 Fieldwork





	  
	 713.
	 2015-08-24 Parsons Submittal DTSC with Fieldwork Notification
Construction of Irrigation System for Phytoremediation



 
	  
	 714.
	 2015-09-08 Parsons Submittal DTSC with Fieldwork Notification
Injection of Substrate



 
	  
	 715.
	 2015-09-24 Parsons Submittal DTSC with Date for Semi-Annual 2015 Inspection
of closed Ponds and Basins



 
	  
	 716.
	 2015-10-06 Redevelopment Meeting



 
	  
	 717.
	 2015-10-07 Power Point Presentation Oakley Site Consultative Work
Group 



 
	  
	 718.
	 2015-10-12 Figure 10
Remediation and Redevelopment Plan



 
	  
	 719.
	 2015-10-12 Shapefiles Redevelopment and remediation Layers



 
	  
	 720.
	 2015-10-13 DTSC Approval of Addendum to the
Annual Groundwater Workplan, Attachment 7 (Revision 14)



 
	  
	 721.
	 2015-10-22 Pioneer email DTSC Notification of
Upcoming Soil Related Fieldwork



 
	  
	 722.
	 2015-11-04 DTSC Comment letter - Focus Area 4 and Other Areas Soil Draft RCRA
Facility Investigation Report



 
	  
	 723.
	 2015-11-08
Notification of Upcoming Phyto Area Soil IM fieldwork



 
	  
	 724.
	 2015-11-10 Folder with Geotech Borings with Logs
Combined



 
	  
	 725.
	 2015-11-13 Pioneer Responses to Comments Focus Area #4 and Other
Areas Soil RFI Report 



 
	  
	 726.
	 2015-11-16 Geotech
Soil Borings with Logs – Combined



 
	  
	 727.
	 2015-11-18 DTSC Approval of FA4 and Other Areas Soil RFI Report -
Responses to Comments



 
	  
	 728.
	 2015-11-23 Parsons Email DTSC CEQA
Timelines for Chemours Oakley Groundwater and Soil CMS Processes



 
	  
	 729.
	 2015-12-01 Pioneer Letter DTSC with Proposed Revisions to the
Lauritzen Yacht Harbor Multimedia Investigation Program



 
	  
	 730.
	 2015-12-14 Pioneer email DTSC Notification
of Upcoming Soil Related Fieldwork





	  
	 731.
	 2015-12-23 Appendix F Focus Area #4 and Other Areas Soil RFI
Report Analytical Data Review Summaries



 
	  
	 732.
	 2015-12-29 Parsons Submittal DTSC with Post-Closure Permit
O&M Manual Revisions 2 



 
	  
	 733.
	 2015-12-29 URS
Designation Letter



 
	  
	 734.
	 2015-12-30 Surface Water Monitoring Plan, Revision 5





	  
	 735.
	 2015-12-31 Parsons Submittal DTSC with Surface
Water Monitoring Plan Revision 5





	  
	 736.
	 2015-12-31 Parsons Submittal DTSC with 2015 Update
Health and Safety Plan General
Field Activities



 
	  
	 737.
	 2015-12-31 Parsons Submittal DTSC with Ground Water Monitoring Plan Revision 3



 
	  
	 738.
	 2016-01 Focus Area #4 and Other Areas Soil Corrective Measures Study Report
by Pioneer 



 
	  
	 739.
	 2016-01-06 Chemours Email regarding Chemours Updated Health and Safety Plan



 
	  
	 740.
	 2016-01-07 Parsons Submittal DTSC with Dates for Drilling of
Plume 2 Filed Pilot Test Wells



 
	  
	 741.
	 2016-01-08 AECOM Memo Chemours Oakley
2016 Emergency Action, Preparedness, Prevention and Contingency Plan



 
	  
	 742.
	 2016-01-14 DTSC Letter Chemours Approval Focus Area #4 and Other
Areas Soil RCRA Facility Investigation Report




Exhibit
H - 21
 





   
 
	  
	 743.
	 2016-01-22 Pioneer Email DTSC with Oakley FA4 and Other Areas Soil CMS
Report 744.
2016-01-29 2016 Chemours Oakley Waste Minimization Certification



 
	  
	 745.
	 2016-02-01 Parsons Submittal DTSC with Responses to DTSC Comments
on 2015 Annual Surface Water Monitoring
Report



 
	  
	 746.
	 2016-02-16 CVRWQCB Preparation of Notice of
Applicability



 
	  
	 747.
	 2016-02-22 Pioneer submittal DTSC with Proposed Revisions to the
LYH Multimedia Investigation Program



 
	  
	 748.
	 2016-02-24 Parsons Submittal DTSC with Dates for 1Q2016
Groundwater Monitoring 



 
	  
	 749.
	 2016-02-29 CERS
Business Notification Submittal Detail



 
	  
	 750.
	 2016-02-29 EsiTrak 2015 Oakley Submittal Confirmation





	  
	 751.
	 2016-02-29 Oakley CUPA Report



 
	  
	 752.
	 2016-02-29 RCRA Biennial Hazardous Waste
Report 753. 2016-03-01 2015 Annual Groundwater Monitoring Report



 
	  
	 754.
	 2016-03-01 AECOM Memo DTSC with RCRA Biennial Hazardous Waste Report





	  
	 755.
	 2016-03-16 Pioneer submittal DTSC with Addendum #1
Phytoremediation Area Interim Measures Letter Report



 
	  
	 756.
	 2016-03-18 CVRWQCB Letter Chemours Notice of Applicability



 
	  
	 757.
	 2016-03-22 Pioneer submittal DTSC with Ex-Situ Soil Stabilization
Pilot Study Report



 
	  
	 758.
	 2016-03-30 Parsons Submittal DTSC with 2015 Annual Inspection
Summary Report



 
	  
	 759.
	 2016-03-31 Parsons email DTSC Fieldwork
Notification for 2016 Annual Surface Water Monitoring



 
	  
	 760.
	 2016-03-31 Parsons email DTSC Fieldwork Notification for Plume 2
Pilot Test Activities 



 
	  
	 761.
	 2016-03-31 Parsons email DTSC Fieldwork
Notification for Wetlands Delineation



 
	  
	 762.
	 2016-04-04 Surface Water Monitoring Plan - Revision 5



 
	  
	 763.
	 2016-04-08 DTSC Letter Chemours Approval Proposed Revisions to
the LYH Multimedia Investigation Program



 
	  
	 764.
	 2016-04-12 Oakley Site Consultive Work Group - PowerPoint
Presentation



 
	  
	 765.
	 2016-04-20 DTSC Letter Chemours Financial
Responsibility Review Findings



 
	  
	 766.
	 2016-04-26 DTSC Letter Chemours Notification of Reassignment of
DTSC Project Manager



 
	  
	 767.
	 2016-05-02 Chemours Letter CVRWQCB with Plume 1 Pilot Test
Quarterly Monitoring Report



 
	  
	 768.
	 2016-05-02 Chemours Letter CVRWQCB with Plume
3 Surficial Aquifer and Upper Aquifer Quarterly Monitoring Report



 
	  
	 769.
	 2016-05-05 Parsons Submittal DTSC with Dates for 2Q2016
Groundwater Monitoring



 
	  
	 770.
	 2016-05-05 Parsons Email Notification Post-Rainy Inspection of
Closed Ponds and Basins 



 
	  
	 771.
	 2016-06-03 Pioneer submittal DTSC with FA4 and other Areas CMS Report



 
	  
	 772.
	 2016-06-09 CVRWQCB Letter Chemours Notice
of Termination



 
	  
	 773.
	 2016-06-09 Parsons Submittal DTSC with Schedule of Plume 2 Pilot
Test ZVI Injection 



 
	  
	 774.
	 2016-06-13 DTSC Letter Chemours Determination of technical Completeness



 
	  
	 775.
	 2016-06-21 DTSC Memo regarding 2015 Annual Groundwater Monitoring
Report 



 
	  
	 776.
	 2016-07-01 Contra Costa County Hazardous Materials Permit





	  
	 777.
	 2016-07-08 Parsons Submittal DTSC with Plume 3 Surficial Aquifer Remedy Implementation
Soil Re-use



 
	  
	 778.
	 2016-07-11 DTSC Email regarding Chemours Oakley Conceptual Site Model



 
	  
	 779.
	 2016-07-15 Parsons Submittal DTSC with Plume 3 Surficial Aquifer Corrective Measures
Implementation Construction Completion Report



 
	  
	 780.
	 2016-07-26 Parsons Submittal DTSC with Proposed Attachment
7 (Rev 15)



 
	  
	 781.
	 2016-08-08 DTSC Letter Chemours Approval Plume 3 Surficial Aquifer Remedy
Implementation Soil Re-use



 
	  
	 782.
	 2016-09-07 Parsons Submittal DTSC with NORM
Delineation Activities and Lab Results





	  
	 783.
	 2016-09-12 First Amendment to License
Agreement



 
	  
	 784.
	 2016-09-15 DTSC Letter Chemours Approval 2015 Annual Groundwater
Monitoring Report 



 
	  
	 785.
	 2016-09-15 DTSC Letter Chemours Approval Proposed Attachment 7 (Rev 15)



 
	  
	 786.
	 2016-09-15 DTSC Letter Chemours Approval Ex-Situ Soil
Stabilization Pilot Study Report




Exhibit
H - 22
 





   
 
	  
	 787.
	 2016-09-16 DTSC Letter Chemours Approval Addendum #1 Phytoremediation Area Interim Measures Letter Report



 
	  
	 788.
	 2016-09-27 DTSC Letter Chemours Concurrence 2016 SOP Fieldwork
Revision 4 



 
	  
	 789.
	 2016-09-28 Chemours Submittal DTSC Naturally
Occurring Radioactive Material Characterization



 
	  
	 790.
	 2016-09-30 CHP Consultants Letter to Chemours regarding Potential
Construction/Utility Worker Exposure to NORM



 
	  
	 791.
	 2016-10-04 DTSC letter to Chemours Approval Plume 3 Surficial
Aquifer Corrective Measures Implementation Construction Completion Report



 
	  
	 792.
	 2016-10-13 Parsons Submittal DTSC with Request for Modification
of Groundwater Sampling Procedures and Reporting



 
	  
	 793.
	 2016-10-21 Chemours Email 2016/2017 Semi-Annual Project Action
Plan/Schedule 



 
	  
	 794.
	 2016-12-01 Presentation Oakley CSM Refined Understanding of Sources



 
	
 
	 795.
	 2016-12-01 Presentation Oakley CSM Groundwater
Modeling Results and Predictions 



 
	
 
	 796.
	 2016-12-01 Presentation Oakley CSM Estimated
Mass Discharges to River Over Time 



 
	
 
	 797.
	
2016-12-01
Presentation Oakley CSM Natural Attenuation Discussion



 
	  
	 798.
	 2016-12-01 Presentation Oakley CSM Secondary Water Quality Issues 



 
	  
	 799.
	 2016-12-01 Presentation Oakley CSM Plume Conceptualization





	  
	 800.
	 2016-12-01 Presentation Oakley Purpose of the CSM Project and
Meeting Agenda 



 
	  
	 801.
	 2016-12-01
Presentation Corporate Remediation Group Mission



 
	  
	 802.
	 2016-12-02 DTSC Email Approval NORM Report





	  
	 803.
	 2016-12-06 Oakley Conceptual Site Modeling Meetings Summary 



 
	  
	 804.
	 2016-12-06 Oakley Site Consultative Work Group Presentation



 
	  
	 805.
	 2016-12-13 Pioneer submittal DTSC with 2016 LYH Annual
Groundwater Monitoring Summary Report



 
	  
	 806.
	 2016-12-14 Parsons Technical Memo Conceptual Site Model Update 



 
	  
	 807.
	 2016-12-14 Off-Site Information Letter



 
	  
	 808.
	 2017 WRA Environmental Consultants Scope of Work and Budget



 
	  
	 809.
	 2017-01-10 Parsons Submittal DTSC with 2016 Annual Groundwater
Monitoring Report



 
	  
	 810.
	 2017-01-10 Parsons Submittal DTSC with 2016 Annual Surface Water
Monitoring Report 



 
	  
	 811.
	 2017-02-09 DTSC Email Chemours regarding
2016 Health and Safety Plan Update





	  
	 812.
	 2017-02-09 DTSC Letter Chemours Approval Addendum to the Annual
Groundwater Workplan Attachment 7 Revision 16



 
	  
	 813.
	 2017-02-13 DTSC
Summary of Observations from Site
Inspection



 
	  
	 814.
	 2017-02-14 Parsons Submittal DTSC 2017 Financial Assurance Cost
Estimates 



 
	  
	 815.
	 2017-02-16 Parsons
Email DTSC Submittal Q1 2017 PAP
Update



 
	  
	 816.
	 2017-02-21 Parsons Submittal DTSC with
Proposed Attachment 7 (Rev 17)



 
	  
	 817.
	 2017-02-28 DTSC Letter Chemours Notification of Reassignment of
DTSC Permitting Project Manager



 
	  
	 818.
	 2017-03-01 Chemours Oakley CUPA Report



 
	  
	 819.
	 2017-03-01 Parsons Submittal DTSC with 2016 Annual Groundwater
Monitoring Report 



 
	  
	 820.
	 2017-03-07 DTSC Email regarding Financial Assurance Bond



 
	
 
	 821.
	 2017-03-16 CERS Email regarding Emergency
Response and Training Plans for CERS ID 



 
	
 
	 822.
	 2017-03-16 CERS Email regarding Facility
Information for CERS Accepted by Regulator 



 
	
 
	 823.
	
2017-03-16 CERS
Email regarding hazardous Materials Inventory



 
	
 
	 824.
	 2017-03-30 Chemours Submittal DTSC Proposed
Plume 1 and Plume 2 Groundwater Remedy



 
	
 
	 825.
	 2017-04-11 DTSC Letter Chemours Approval 2016
LYH Annual Groundwater Monitoring Summary Report



 
	  
	 826.
	 2017-04-20 DTSC Email Chemours Approval CMS for
Plumes 1 and 2



 
	  
	 827.
	 2017-05-24 Pioneer submittal DTSC with Plume 1 and
Plume 2 Groundwater Corrective Measures Study Report



 
	  
	 828.
	 2017-05-24 Plume 1 and Plume 2 Groundwater Corrective Measures Study Report




Exhibit
H - 23
 





   
 
	  
	 829.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix A - Plume 1 and Plume 2 Conceptual Site Model Summary Report



 
	  
	 830.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix A - Plume 1 and Plume 2 Conceptual Site Model Appendix
A-C



 
	  
	 831.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix A - Plume 1 and Plume 2 Conceptual Site Model Appendix
D



 
	  
	 832.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix A - Plume 1 and Plume 2 Conceptual Site Model Appendix
E-K



 
	  
	 833.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix A - Plume 1 and Plume 2 Conceptual Site Model Appendix
L



 
	  
	 834.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix B - Revised Conceptual Site Model Update 



 
	  
	 835.
	 2017-05-24 Plume 1
and Plume 2 CMS Appendix C - 3Q16 Isoconcentration Figures



 
	  
	 836.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix D - Applicable Treatability Study
Documents Volume 1 and Volume 2



 
	  
	 837.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix E - Oakley Plume 1 and Plume 2 CMS March 24, 2017
Call (Presentation)



 
	  
	 838.
	 2017-05-24 Plume 1 and Plume 2 CMS Appendix F - Groundwater Plumes 1 and 2 Computer Modeling Results



 
	  
	 839.
	 2017-06 Facility Wide Waste Management Plan and Generator Requirements prepared by AECOM





	  
	 840.
	 2017-06-05 DTSC Letter Chemours Determination of
technical Completeness CMS Report for Plume 1 and Plume 2 Groundwater



 
	  
	 841.
	 2017-06-15 Pioneer submittal DTSC with Soil and Materials
Management Plan 



 
	  
	 842.
	 2017-06-22 Contra Costa Invoices



 
	  
	 843.
	 2017-06-29 DTSC letter to Chemours regarding Decommission
Workplan for Three Poly Tanks



 
	  
	 844.
	 2017-07-13 Chemours Submittal DTSC with Notification
of Class 1 Permit Modification



 
	  
	 845.
	 2017-07-18 Second Amendment to License
Agreement



 
	  
	 846.
	 2017-07-28 DTSC letter to Carrie Tatoian-Cain regarding 2016
Annual Groundwater Monitoring Report



 
	  
	 847.
	 2017-7-31 Email from DTSC regarding Post Closure Permit
Modification to Update Key Personnel Information



 
	  
	 848.
	 2017-08-02 DTSC letter to Chemours regarding 2016 Annual
Groundwater Monitoring Report



 
	  
	 849.
	 2017-08-02 DTSC letter to Chemours regarding Proposed Attachment 7 (Revision 17) Corrective Action
Consent Agreement



 
	  
	 850.
	 2017-08-07 DTSC Email to Chemours regarding 2016 Groundwater
Monitoring Report 



 
	  
	 851.
	 2017-08-16 CVRWQCB Letter Chemours regarding Notice of Termination



 
	  
	 852.
	 2017-08-21 Parsons
Email DTSC Q3 2017 PAP Update





	  
	 853.
	 2017-08-30 DTSC letter to Chemours Approval
2016 Annual Inspection Summary Report



 
	  
	 854.
	 2017-08-30 DTSC letter to Chemours Rejection of Notification of
Class 1 Permit Modification



 
	  
	 855.
	 2017-09-22 Parsons
Submittal DTSC with Focused Rare Plant Surveys Report for 2017



 
	  
	 856.
	 2017-09-27 Site Designation Status Report





	  
	 857.
	 2017-10-05 Parsons Email DTSC Request for Class 1 Permit
Modification for the Ponds and Basins



 
	  
	 858.
	 2017-10-05 Map of Potential Unrestricted Areas





	  
	 859.
	 2017-10-06 Parsons Email DTSC PDI Work Plan for Plumes 1 and 2
Groundwater Remedy 



 
	  
	 860.
	 2017-10-10 DTSC Email Chemours Approval Soil and
Sediment PDI Letter Work Plan





	  
	 861.
	 2017-10-20 Pioneer Submittal DTSC with Sediment, Soil and
Groundwater Remedy Technical Memo



 
	  
	 862.
	 2017-10-27 DTSC Email Chemours Response to Comments PDI Work Plan
for Plumes 1 and 2 Groundwater Remedy



 
	  
	 863.
	 2017-10-31 Parsons Submittal DTSC Notification of Schedule for
Pre-Design Investigation for Soil and Sediment CMIP



 
	  
	 864.
	 2017-10-31 Parsons Email DTSC Fieldwork Notification for Soil and
Sediment PDI for CMIP




Exhibit
H - 24
 





   
 
	  
	 865.
	 2017-11 Emergency Action Preparedness, Prevention and Contingency Plan by AECOM



 
	  
	 866.
	 2017-11-01 Chemours Email DTSC regarding
Unidentified Historical Well Found at Oakley



 
	  
	 867.
	 2017-12-01 DTSC letter to Chemours Approval Sediment, Soil and
Groundwater Remedy Technical Memo



 
	  
	 868.
	 2017-12-04 Schedule to Start Oakley
Remediation 



 
	  
	 869.
	 2018-01-03 Chemours Designation Letter



 
	  
	 870.
	 2018-01-24 Pioneer submittal DTSC with 2017 LYH
Annual Groundwater Monitoring Summary
Report



 
	  
	 871.
	 2018-02-01 Chemours Submittal CVRWQCB Plume 3
Surficial Aquifer and Upper Aquifer Annual Monitoring Report



 
	  
	 872.
	 2018-02-22 Report of Licensee to CA Waterboard – 2017



 
	  
	 873.
	 2018-05 Facility Wide Waste Management Plan and Generator Requirements prepared by AECOM





	  
	 874.
	 2018-04 Soil CMIP for FA4 and Other Areas by Pioneer 



 
	  
	 875.
	 2018-07 Soil CMIP for FA4 and Other Areas by Pioneer



 
	  
	 876.
	 2018-07-16 Parsons Submittal DTSC Plume 1 and Plume 2 Groundwater Corrective Measures
Implementation Plan



 
	  
	 877.
	 2018-07-27 Pioneer Technologies Corp. Figure 1,
Deep Wells Chemours Oakley Site



 
	  
	 878.
	 2018-07-30 DTSC Letter Chemours Approval Final
FA-4 and Other Areas
Soil Corrective Measures Implementation
Plan



 
	  
	 879.
	 2018-08-13 Parsons Submittal DTSC Final Plume 1 and Plume 2 Groundwater
Corrective Measures Implementation Plan



 
	  
	 880.
	 2018-09-04 Parsons Submittal DTSC Polyfluoroalkyl Substances (PFAS) Groundwater Sampling Work Plan





	  
	 881.
	 2018-10 Appendix B, Soil and Sediment
Remediation Health and Safety Plan Volume 1 prepared by Blazer



 
	  
	 882.
	 2018-10 Appendix B, Soil and Sediment
Remediation Health and Safety Plan Volume 2 prepared by Blazer



 
	  
	 883.
	 2018-10-25
Electronic Verification Questionnaire System 2018
Invoice



 
	  
	 884.
	 2018-10-29 Chemours email to DTSC regarding
Chemours Oakley Financial Assurances



 
	  
	 885.
	 2018-10-31 Chemours email to DTSC regarding
Chemours responses to DTSC PFAS Questions



 
	  
	 886.
	 2018-11-02 Pioneer
email to DTSC regarding Oakley Revised SMMP



 
	  
	 887.
	 2018-11-12 Pioneer email to DTSC Chemours
Draft Land Use Restrictions



 
	  
	 888.
	 2018-11-23 Power Point Presentation Oakley Redevelopment and Remediation



 
	  
	 889.
	 2018-11-27 Pioneer email to DTSC Regarding Request to Terminate
the LUC on the Fluoride Storage Tank Unit



 
	  
	 890.
	 2018-11-28 Pioneer email to DTSC regarding Requested Oakley
Division of Responsibilities 



 
	  
	 891.
	 2018-11-18 Chemours letter to DTSC regarding
Covenant to Restrict Use of Property





	  
	 892.
	 2018-11-29 Pioneer email to DTSC regarding Request to Terminate
the LUC on the Fluoride Storage Tank Unit



 
	  
	 893.
	 2018-11-30 Pioneer submittal DTSC with Soil and Materials
Management Plan (SMMP) 



 
	  
	 894.
	 2018-12-04 DTSC
letter to Chemours Approval of the SMMP



 
	  
	 895.
	 2018-12-05 Pioneer submittal DTSC with Vapor Intrusion
Investigation Work Plan



 
	  
	 896.
	 2018-12-13 Pioneer submittal DTSC Request to
Terminate Fluoride Tank Unit Land Use Covenant



 
	  
	 897.
	 2018-12-14 Pioneer submittal DTSC with Rescission of the
60-Day Notification for the Chemours Oakley Site Ponds and Basins
Fieldwork



 
	  
	 898.
	 2019-01 Authorization for AECOM



 
	  
	 899.
	 2019-01-10 2019 Chemours Oakley Waste Minimization
Certification



 
	  
	 900.
	 2019-01-15 Parsons submittal DTSC with Preliminary
Results for Polyfluoroalkyl Substances (PFAS) in
Groundwater



 
	  
	 901.
	 2019-01-18 Pioneer submittal DTSC with 2018
Lauritzen Yacht Harbor Annual Groundwater Monitoring Summary Report




Exhibit
H - 25
 





   
 
	  
	 902.
	 2019-01-30 Parsons submittal DTSC with Analytical Data Quality Management Validation Report whitebook for PFAS



 
	  
	 903.
	 2019-02-01 Pioneer Submittal DTSC with Vapor Intrusion
Investigation Work Plan



 
	  
	 904.
	 2019-03-11 DTSC letter Chemours regarding
Notification of Regulatory Change for the Chemours Company



 
	  
	 905.
	 2019-03-13 ESM Consulting Engineers LLC Financial
Assurances Soil Remediation Cost
Estimates



 
	  
	 906.
	 2019-03-14 Parsons Letter DTSC regarding Response to
DTSC Memorandum Comments dated February 5, 2019



 
	  
	 907.
	 2019-03-15 CAL EPA email to Lance Holman regarding Facility Information for
CERS ID 10005532 Accepted by
Regulator



 
	  
	 908.
	 2019-03-15 Chemours submittal email to DTSC with 2019 FA Cost estimates GW Remediation and Soil Cost
Estimates



 
	  
	 909.
	 2019-03-22 Chemours Oakley Site Project Action
Plan



 
	  
	 910.
	 2019-03-28 Parsons Email to DTSC with submittal
of PAP



 
	  
	 911.
	 2019-03-29 Parson email to Parson staff regarding Chemours Oakley
Account HF STF 038- 009720 Facility Size Verification



 
	  
	 912.
	 2019-03-29 Parsons Submittal Letter to DTSC with 2018 Annual
Inspection Summary Report



 
	  
	 913.
	 2019-04-04 Chemours email to Parsons and Pioneer regarding Oakley Corrective Action
Cost Estimates



 
	  
	 914.
	 2019-06-04 Agreement and Covenant Not to Sue made and entered
into between the State of California, California Environmental Protection Agency, Department of Toxic Substance Control
(DTSC), NP Oakley, LLC (Settling Respondent) and the Chemours Company FC,
LLC (Chemours) in final form.




 
  

Exhibit
H - 26
 





   

EXHIBIT I

RIGHT
OF FIRST OFFER
  

Subject to the terms and conditions set forth
in this Exhibit I, Tenant has (a) the ongoing right of first offer (the “ROFO”) to purchase the
Building and/or the Land, or any part thereof (the “Property”). If the Property
is part of a Disqualified Portfolio Transaction, then the ROFO is not applicable. A “Disqualified Portfolio Transaction” means a portfolio or “packaged” sale consisting of three (3) or more properties, and the value of the
Property plus any other property leased by a Tenant Affiliate that is also part of such portfolio together constitutes less than fifty percent (50%) of the value of such portfolio or “packaged” sale. If the Property is part of a portfolio or
“packaged” sale, but such sale is not a Disqualified Portfolio Transaction, Tenant may exercise its ROFO or ROFR on the Property and all other property leased by a Tenant Affiliate only, and not the other properties included in
such sale.
 1.ROFO. If, during the Lease Term, (a) Landlord determines to offer all or any portion of the Property to the market (“Take to Market”) for sale; or (b) Landlord receives a bona fide, unsolicited offer from an unrelated third party (an “Unsolicited Offer”; the third party making such Unsolicited Offer, the “Unsolicited Offeror”) to
purchase all or any portion of the Property (such portion of the Property, the “Offered Property”), then (A) in the Take to Market scenario, Landlord will notify Tenant, before taking the Offered Property to the market, of the terms upon which Landlord intends to offer the Offered Property for
sale to the market; and (B) in the Unsolicited Offer scenario, if Landlord intends to accept an Unsolicited Offer, Landlord will first provide Tenant, before entering into any agreement with the Unsolicited Offeror, a summary of the terms of the Unsolicited Offeror (in either such scenario, such notification from
Landlord to Tenant, the “ROFO Purchase
Notice”).

2.Exercise of ROFO. Tenant will have ten
(10) days after receipt of
a complete and correct copy
of the ROFO Purchase Notice (the “ROFO Exercise Period”) to exercise its irrevocable ROFO to purchase the Offered Property for the
economic terms set forth in the ROFO Purchase Notice, after which time the parties shall promptly negotiate and execute a
contract for the purchase
the Offered Property. If Tenant elects not to, or fails to timely, exercise its ROFO, then (a) in the Take to Market scenario, Landlord will be free to take the Offered Property to market for sale for any purchase price that is not more than ten
percent (10%) lower than the purchase price set forth in the ROFO Purchase Notice; and (b) in the Unsolicited Offer
scenario, Landlord will be free to sell the Offered Property to the Unsolicited Offeror (or its affiliate) for any purchase price that
is not more than ten percent (10%) lower than the purchase price set forth in the ROFO Purchase Notice, and in either event, any such sale will otherwise be on terms and conditions materially similar to those set forth in the ROFO Purchase Notice.

3.Unsolicited Offeror. If, in the Unsolicited Offer
scenario, the Unsolicited Offeror negotiates a purchase price that is more than ten percent (10%) lower than that which
is set forth in the ROFO Purchase Notice or on terms and conditions materially different than those set forth in the ROFO Purchase Notice, before Landlord may enter into
a contract with said Unsolicited Offeror, Landlord must again deliver a ROFO Purchase Notice to Tenant setting forth the proposed changes, and the terms of this
Exhibit I will apply again. Additionally, if Landlord has not entered into the contract with the
Unsolicited Offeror as permitted herein, or fails to close on any such contract, in either event, within one hundred eighty (180) days following the expiration of the ROFO Exercise Period, Landlord will be required, prior to Landlord being able to enter into a contract for sale of such Offered Property with any party, to provide
Tenant with a new ROFO
Purchase Notice covering such Offered Property, and Tenant will have a new right, pursuant to
Sections 1 and 2 above, to
purchase such Offered Property.

4.Tenant Rights to Purchase Binding Upon Successors and Assigns. Tenant’s ROFO will not be extinguished by Tenant’s election not to, or failure to,
exercise any such right in the event of a proposed sale of the Property, but will instead be continuing rights throughout the
Lease Term (including any Extension Terms) binding upon Landlord and its successors and assigns. Notwithstanding anything to the contrary, the ROFO will not apply in the event of the following transfers of all or any portion of the Property:

(a)transfers to affiliates of Landlord; or

(b)collateral security transfers in connection
with any debt or equity
financing, or transfers pursuant to a foreclosure or a deed in lieu thereof; or

(c)in connection with a Disqualified
Portfolio Transaction

Exhibit
I - 1