eRecorded in Philadelphia PA Doc Id: 53688521 07/09/2020 06:10 PM Page 1 of 77 Rec Fee: $256.75 Receipt#: 20-62566 Records Department Doc Code: DM State RTT: $0.00 Local RTT: $0.00 EXECUTION COPY COMMONWEALTH OF DEPARTMENT OF ENVIRONMENTAL PROTECTION In the Matter of: Sunoco, Inc. nflda Sunoco LLC Seller Buyer-Seller Agreement re: Philadelphia Refinery Philadelphia Energy Solutions Refining and Marketing LLC Buyer FIRST AMENDMENT TO CONSENT ORDER AND AGREEMENT This First Amendment to the Consent Order and Agreement entered into August 14, 2012 (the ?Agreement?) is effective as ofJune 26, 2020 (this ?Amendment?), by and among the Commonwealth of Department of Environmental Protection (?Department?), Sunoco LLC ffkfa Sunoco, Inc. (?Seller? or ?Sunoco and Philadelphia Energy Solutions Refining and Marketing LLC or, collectively with its Af?liates as that term is defined in the Agreement, ?Buyer?) (collectively the ?Parties?), in accordance with Paragraph 19 of the Agreement. WHEREAS, PESRM, is a wholly owned subsidiary of PBS Holdings, LLC (?is Holdings?); and WHEREAS, PESRM is the current fee owner of approximately 1,300 acres located at 3144 Passyunk Avenue in Philadelphia, (the ?Property?); and WHEREAS, PES Ultimate Holdings, LLC and PBS Intermediate, LLC currently hold the membership interests in PBS Holdings; and WHEREAS, PES Ultimate Holdings. LLC and PBS Intermediate, LLC are selling their membership interests in PBS Holdings pursuant to a bankruptcy sale proceeding under Chapter 11 of the Bankruptcy Code; and 53688521 Page 2 of 77 07/09/2020 06:10 PM EXECUTION COPY WHEREAS, pursuant to that bankruptcy proceeding, HRP Philadelphia Holdings, LLC or its af?liate was selected as the winning bidder to acquire the membership interests of PBS Holdings; and WHEREAS, pursuant to an agreement among HRP, PESRM, PES Ultimate Holdings, LLC and PBS Intermediate, LLC, HRP will be acquiring the membership interests in PIES Holdings (the Transaction?), and PESRM, either individually or collectively with one or more af?liates of HRP, will continue to own the Property; and WHEREAS, HRP, by virtue of its anticipated ownership of PESRM, intends to use and/or redevelop the Property as a state~of~the?art multi?modal industrial and logistics park with ancillary rail, marine, storage, biofuel, and other commercial uses at the Property (the ?Redevelopment?); and WHEREAS, HRP, by virtue of its anticipated ownership of PESRM, is not expected to be engaged in the Re?nery Business as that term is defined in the Agreement in connection with the re?ning andfor production of petroleum products, although future uses of the Property may include the sale, storage, or transportation of petroleum products; and WHEREAS, PESRM is in the process of dismantling the former Re?nery as that term is de?ned in the Agreement and terminating the Re?nery Business for the production of petroleum products; and WHEREAS, the Agreement contains provisions that would preclude proceeding with the Redevelopment unless modi?ed insofar as the Agreement: (1) contemplates the continuing use of the Property as a re?nery or for operations that are related to the energy or chemical industry, and (2) prohibits disturbing subsurface strata and soils except as may be necessary with respect to ?Construction or Development? as that term is de?ned in the Agreement and other agreements and deeds; and WHEREAS, Sunoco and PESRM have certain obligations under the Agreement relating to the investigation and remediation of environmental conditions and/or Hazardous Substances (as de?ned in the Agreement) at the Property pursuant to the Land Recycling and Environmental Remediation Standards Act and WHEREAS, PESRM has requested that Sunoco and the Department agree to amend the Agreement to facilitate the Redevelopment; and WHEREAS, this Amendment shall be conditioned upon and not take effect unless and until consummation of the PES Transaction; NOW THEREFORE, after full and complete negotiation of the matters set forth in this Amendment, and upon the mutual exchange of the covenants contained herein, the Parties intending to be legally bound, agree as follows: 53688521 Page 3 of 77 07/09/2020 06:10 PM EXECUTION COPY De?ned Terms. Except as otherwise de?ned herein, capitalized terms used herein will have the de?nitions ascribed to them in the Agreement. A copy of the Agreement is attached hereto as Schedule I. De?nitions. Paragraph 3 .c of the Agreement shall be deleted in its entirety and replaced as follows: ??Construc-tion or Development? means all of those actions or projects consisting of, related to or associated with the decommissioning, demolition, construction, development, or redevelopment of any portion of the Property (above- or below-grade) for commercial andfor industrial purposes, including the Redevelopment.? 3. Relation to Other Agreements and Deeds. The Parties acknowledge and agree that the ?transaction? referenced in the Agreement with respect to Sunoco sale of the Property and the Re?nery (as that term is de?ned in the Agreement) was consummated as of September 8, 2012, and that date is the Effective Date of the Agreement as that term is de?ned in Paragraph 3.d of the Agreement. The Parties acknowledge and agree that Philadelphia Re?nery Operations, a series of Evergreen Resources Group, LLC, is an Af?liate (as that term is de?ned in the Agreement) of Sunoco and is managing the remedial work under the Agreement for Sunoco The Parties acknowledge and agree that the environmental reports identifying the location and horizontal and vertical extent of the contamination submitted to the Department, including those since the Effective Date of the Agreement, are identi?ed on Attachment A. The Parties acknowledge that the Soil Management Plan attached hereto as Attachment (?Soil Management Plan?) has been developed and will be implemented for any Construction or Development consistent with this Amendment. The Soil Management Plan may subsequently be revised or amended with the written consent of the Parties. The Parties acknowledge that an agreement amending the deed restrictions set forth in the vesting deeds has been or will be recorded in the Department of Records for the City of Philadelphia consistent with this Agreement but the limitations of Paragraph 4b and 5a of the Agreement as modi?ed by this Amendment shall be retained in their entirety. 53688521 Page 4 of 77 07/09/2020 06:10 PM EXECUTION COPY f. The Parties acknowledge and agree that the Redevelopment will include multiple features (including, but not limited to, building slabs, drive aisles, parking lots, roads and other paved areas) that will serve as caps for purposes of demonstrating attainment of the site?specific standard under Act 2 by eliminating exposure pathways as described in Cleanup Plans to be submitted to the Department. The Parties further acknowledge that the obligations to inspect and maintain such caps to the extent necessary to maintain the site-speci?c standard under Act 2 will be included in Environmental Covenants and will run with the land and be the sole responsibility of the then current owner of Property (or portion thereof) where the caps are located. 4. Other Modi?cations to the Agreement. a. Paragraph L. Paragraph is hereby deleted in its entirety and replaced as follows: ?Seller intends to remediate the Pro?Existing Contamination. The Cleanup Plans will propose remediation of the Property to meet a combination of the Statewide health and site?speci?c cleanup standards based on non?residential use of the Property, as those terms are used in Act 2. The Plans may be changed by Seller in the future, with the approval of the Department. Because the remedial standard is based on non-?residential use of the Property, any other use, or any change in the exposure patterns on which the Plans are based, may require additional remediation of contamination remaining on the Property by the then~ current owner of the Property. Seller represents that it will have adequate ?nancial resources to perform its obligations under this Agreement.? b. Paragrth 4a. Paragraph 4a is hereby deleted in its entirety and replaced as follows: ?Attain and demonstrate compliance with a combination of the Statewide health and site-speci?c cleanup standards for all Pre-Existing Contamination in accordance with the Department?approved Plans and Act 2 by December 31, 2030, except as may otherwise be extended upon request by Sunoco and written concurrence by the Department, as follows: (1) Except as may otherwise be extended upon request by Sunoco and written concurrence by the Department, complete the following interim milestones (which are generally sequential and based on completing prior steps) by the following dates: 53688521 Page 5 of 77 07/09/2020 06:10 PM EXECUTION COPY Public Comment Remedial Investigation Report March 31, 202] Site Characterization Reportszem edial September 30, 2021 d. e. Investigation Reports (A013 4 and 9) Fate and Transport Remedial Investigation Report December 31, 2021 Ecological Risk Assessment June 30, 2022 Final Report for 10 (West Yard) December 31, 2023 Final Report for Sitewide Groundwater December 2024 Cleanup Plan for 8 (North Yard) December 31, 2025 Additional Cleanup Plans December 31, 2029 (2) Except as may otherwise be extended upon request by Sunoco and written concurrence by the Department, within ninety (90) days after completing the remediation in accordance with the Plans and Act 2 (except for those activities that will be undertaken pursuant to post-remediation care plans), submit Final Reports to the Department and send the municipal and public notices of such Final Reports. The Department acknowledges that compliance with the deadlines for demonstrating attainment of a combination of the Statewide health and site- speci?c standards for all Pre-Existing Contamination and the interim milestones are dependent on the manner and speed at which the Redevelopment proceeds and that Final Reports that are dependent on use of development features serving as caps cannot be submitted until such development features are completed. The Department further acknowledges and agrees to consider any requests for extensions of such deadlines and shall not unreasonably withhold approval of such requests.? Paragraph 5 (introduction). The introduction to Paragraph 5 of the Agreement shall be deleted in its entirety and replaced with the following text: ?Buyer?s Obligations. Buyer, any successor to the Buyer, and any Transferee as de?ned in Paragraph 11, below, shall Paragraph 5a. Paragraph 5a of the Agreement shall be deleted in its entirety and replaced with the following text: Use the Property only for commercial or industrial activity, excluding schools, nursing homes and other residential-style facilities and publicly-accessible recreational areas; and (2) not use groundwater at the Property for any purpose except for sampling, treatment and/or other remedial activities.? Paragraph 5.1). Paragraph 5b of the Agreement shall be deleted in its entirety and replaced with the following text: ?Inspect and maintain any engineering controls 53688521 Page 6 of 77 07/09/2020 06:10 PM EXECUTION COPY on the Property, including without limitation those described in any approved Cleanup Plans, Final Reports and/or the Soil Management Plan, necessary to maintain an Act 2 standard and be solely responsible for such inspections and maintenance of such engineering controls.? f. Paragraph 5.0. Paragraph 5.c of the Agreement shall be deleted in its entirety and replaced with the following text: ?Avoid disturbing subsurface strata and soils, except as may be necessary with respect to Construction or Development. If disturbance of subsurface strata and soils occurs at the Property, those activities shall be conducted in accordance with the Soil Management Plan." g. Paragraph 5d. Paragraph 5d of the Agreement shall be deleted in its entirety and replaced with the following text: ?The agreements in Paragraphs 5a, 5b and 5c are covenants running with the land and Buyer, any successor to the Buyer, and any Transferee, shall include these covenants in all deeds, leases and other instruments of conveyance of the Property. Buyer, and any of its successors or assigns, shall cooperate with Seller to record any Environmental Covenant(s) pursuant to the Uniform Environmental Covenants Act 27 Pa. C.S. 6501 6517, and the regulations promulgated thereunder, that may be required in connection with Seller?s remediation of the Property pursuant to this Agreement.? h. Paragraph 5g. Paragraph 5g of the Agreement shall be deleted in its entirety and replaced with the following text: ?Develop and implement a health and safety plan to protect employees, on-site workers, and other persons visiting the Preperty (including, but not limited to, construction workers) from any contaminants they might encounter on the Property.? i. Paragraph 5. Paragraph 5 of the Agreement shall be modified to add the following text: Buyer shall attain and demonstrate compliance with an Act 2 remediation standard for contamination resulting from any Releases of Hazardous Substances occurring after the Effective Date, if and to the extent required under Applicable Environmental Laws. Buyer represents that it will have adequate financial resources to perform the obligations under this Agreement for which Buyer is responsible.? j. Paragraph 9. Paragraph 9 of the Agreement shall be deleted in its entirety and replaced with the following text: ?Non-Exacerbation, Neither Seller nor Buyer shall, by act or omission, materially exacerbate any contamination of, on, or Released from, the Property. For the avoidance of doubt, neither the movement 53688521 Page 7 of 77 07/09/2020 06:10 PM EXECUTION COPY of soil by Buyer in compliance with the Soil Management Plan nor any remedial or removal actions conducted by Buyer in accordance with the Soil Management Plan shall constitute a material exacerbation, provided that an Act 2 standard must be attained for any contamination resulting therefrom.? k. Paragraph 10. In the second sentence of Paragraph 10 of the Agreement, the phrase ?Construction and Development? shall be replaced with ?Construction or Development.? I. Paragraph 1 1. i. Paragraph 1 la ofthe Agreement shall be modi?ed to add the following text at the end of the existing provision: ?For the avoidance of doubt, any transfer of the Agreement to a subsequent owner of less than the entire Property shall be effective for such owner only as to that portion of the Property transferred to such subsequent owner, and any other rights and obligations pursuant to this Agreement shall not be modi?ed- Where there are multiple owners of the Property, the liability for the obligations under this Agreement shall be several as to the portion of the Property owned by each such owner and not joint and several as to all owners of the Property.? Paragraph 11b of the Agreement shall be deleted in its entirety and replaced with the following text: ?If the Transferee is an Affiliate or subsidiary of Buyer, Buyer may assign or transfer this Agreement without the prior consent of the Department provided that Buyer provides written notice to the Department and a copy of such notice to Seller at least thirty (30) days in advance of the assignment or transfer pursuant to Paragraph 15, below.? Paragraph 1 1c of the Agreement shall be deleted in its entirety and replaced with the following text: ?Buyer may assign or transfer this Agreement to a Transferee not subject to subparagraph lb (i a transfer to a Transferee that is not an Af?liate or subsidiary of Buyer) provided that the Department approves the assignment or transfer in advance. With respect to assignments or transfers subject to this subparagraph ll?c, Buyer shall provide written notice to the Department requesting such approval at least thirty (30) days in advance of the contemplated assignment or transfer pursuant to Paragraph 15 below, and Seller shall be copied on that request. The Department?s approval of 53688521 Page 8 of 77 07/09/2020 06:10 PM EXECUTION COPY requests made pursuant to this subparagraph He shall not be unreasonably withheld, conditioned or delayed. in the event that Buyer transfers a portion of the Property for which (1) a Final Report at least addressing soils has been approved by the Department under Act 2, (2) an evaluation of the vapor intrusion pathway for both soil and groundwater has been completed and submitted to the Department under Act 2, 3) any necessary vapor intrusion mitigation has been implemented, and (4) an environmental covenant, including soil and vapor intrusion-related requirements as necessary, has been executed and recorded in accordance with UECA for that portion of the Property, Buyer shall provide 10 days advance written notice to the Department and a copy of such notice to Seller, and no approval shall be required.? iv. Paragraph Me of the Agreement shall be deleted in its entirety and replaced with the following text: ?In the event of such transfer in accordance with the terms of this Agreement, the Transferee shall be entitled to the bene?ts of the covenant not to sue provided in Paragraph 5 with respect to any portion of the Property transferred, Transferee shall be responsible for the inspection and maintenance of any engineering controls on the portion of the Property transferred that are necessary to maintain an Act 2 standard, which responsibility shall survive termination of this Agreement.? m. Paragraph 15 of the Agreement shall be deleted in its entirety and replaced with the following text: ?Correspondence with Department. All correspondence with the Department concerning this Agreement shall be addressed to: Ragesh R. Patel Environmental Cleanup and Brownfields Program Manager Department of Environmental Protection 2 East Main Street Norristown, PA 19401 rapatel@pa. gov With a copy to: Brian Glass. Esquire Of?ce of Chief Counsel Southeast Regional Counsel Department of Environmental Protection 53688521 Page 9 of 77 07/09/2020 06:10 PM EXECUTION COPY 2 East Main Street orri stown, PA 19401-4915 email: briaglass@pa.gov n. Paragraph 16 of the Agreement shall be deleted in its entirety and replaced with the following text: ?Correspondence with Seller and Buyer. All correspondence with Seller concerning the Agreement shall be addressed to: Scott Cullinan, PE. President Evergreen Resources Management Operations, a series of Evergreen Resources Group, LLC 2 Righter Parkway, Suite 120 Wilmington, DE 19803 e-mail: stcull inan@evergreenresmgt.com With a copy to: Kevin Dunleavy, Esquire 3801 West Chester Pike Newtown Square, PA 19073 e-mail: kdunleavy@evergreenresmg.com and Michael M, Meloy, Esquire Manko, Gold, Katcher Fox, LLP 401 City Ave, Suite 901 Bala PA 19004 e-mail: mmeloy@mankogold.com All correspondence with Buyer concerning the Agreement or this Amendment shall be addressed to: HELP Philadelphia Holdings, LLP ATTN: Philadelphia Energy Solutions Re?ning and Marketing LLC 111 South Wacker Drive, Suite 3000 Chicago, IL 60606 Attn: Roberto E. Perez Email: RPerez@hilcoglobal.com 53688521 Page 10 of 77 07/09/2020 06:10 PM EXECUTION COPY 5. 6. With a copy to: Hilco Global 5 Revere Drive, Suite 206 IL 60062 Attn: Eric W. Kaup Email: ekaup@hi coglobal .com and Bryan Cave Leighton Paisner L-LP 161 North Clark Street, Suite 4300 Chicago, IL 60601-3315 Attn: Eric S. Prezant Email: eri c. 0. Paragraph 23 of the Agreement shall be deleted in its entirety and replaced with the following text: ?Termination. As to Seller, this Agreement shall terminate 40 days after the approval of the last Final Report submitted pursuant to Paragraph above, and, to the extent required, all Department-approved environmental covenants pursuant to UECA have been recorded. As to Buyer, this Agreement shall terminate upon the later of 40 days after the approval of the last Final Report submitted pursuant to Paragraph 5.j, above, and, to the extent required, all Department-approved environmental covenants pursuant to UECA have been recorded, or (ii) the approval of the last Final Report submitted pursuant to Paragraph above, and, to the extent required, all Department- approved environmental covenants pursuant to UECA have been recorded.? PES Transaction. This Amendment shall not be effective until the consummation of the PES Transaction, which for purposes of this Amendment shall be the effective date on which has acquired the membership interests of PBS Holdings. Recording. Within ninety (90) days after this Amendment becomes effective, Buyer shall record this Amendment and its Exhibits with the Agreement for the Property, in the Recorder of Deeds Of?ce for Philadelphia County and index the Amendment with the deed(s) and the Agreement, and simultaneously notify the Department in writing that it has completed this obligation and inform the Department of the Deed Books and Pages where Property deeds, the Agreement and this Amendment are recorded. 10 53688521 Page 11 of 77 07/09/2020 06:10 PM EXECUTION COPY 7. Miscellaneous. Except as expressly amended hereby, the Agreement shall remain unchanged, and the Agreement, as so amended, shall continue in full force and effect in accordance with its terms. This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which signature pages taken together with this Amendment shall constitute one and the same agreement. Executed signature pages to this Amendment may be delivered by PDF (portable document format) via electronic mail or facsimile and such PDFs or facsimiles will be deemed as sufficient as if original signature pages had been delivered. 53688521 Page 12 of 77 07/09/2020 06:10 PM EXECUTION COPY IN WITNESS WHEREOF, the Parties have caused this First Amendment to the Consent Order and Agreement to be executed by their duly authorized representatives. The undersigned representatives of the Seller and the Buyer certify under penalty of law, as provided by 18 Pa. .8. Section 4904, that they are authorized to execute this First Amendment to the Consent Order and Agreement on behalf of the Seller and the Buyer, reSpectively; that the Seller and the Buyer consent to the entry of this First Amendment to the Consent Order and Agreement as a ?nal Order of the Department; and that the Seller and the Buyer hereby knowingly waive any rights to appeal this First Amendment to the Consent Order and Agreement and to challenge its content or validity, which rights may be available under Section 4 of the Environmental Hearing Board Act, the Act of July 13, 1988, PL. 530, 35 RS. ?7514; the Administrative Agency Law, 2 Pa. C.S. ?103(a) and Chapters 5A and 7A thereof; or any other provision of law. FOR THE COMMONWEALTH OF DEPARTMENT OF FOR THE SELLER: ENVIRONMENTAL PROTECTION: 54mg? Name?TleAS Loft"! Name: Title: CF 0 Title: Name: Name: Title: Title: FOR THE BUYER: Name: Title: 12 53688521 Page 13 of 77 07/09/2020 06:10 PM EXECUTION COPY IN WITNESS WHEREOF, the Parties have caused this First Amendment to the Consent Order and Agreement to be executed by their duly authorized representatives. The undersigned representatives of the Seller and the Buyer certify under penalty of law, as provided by 18 Pa. C.S. Section 4904, that they are authorized to execute this First Amendment to the Consent Order and Agreement on behalf of the Seller and the Buyer, respectively; that the Seller and the Buyer consent to the entry of this First Amendment to the Consent Order and Agreement as a final Order of the Department; and that the Seller and the Buyer hereby knowingly waive any rights to appeal this First Amendment to the Consent Order and Agreement and to challenge its content or validity, which rights may be available under Section 4 of the Environmental Hearing Board Act, the Act of July 13, 1988, PL. 530, 35 PS. ?7514; the Administrative Agency Law, 2 Pa. C.S. ?lO3(a) and Chapters SA and 7A thereof; or any other provision of law. FOR THE COMMONWEALTH OF DEPARTMENT OF FOR THE SELLER: ENVIRONMENTAL PROTECTION: Name: Name: Title: Title: aim/?424 Name: Midla?i Me Melbyd Name: Title: Call-05?, ?130 Title: FOR THE BUYER: Name: Title: 12 53688521 Page 14 of 77 07/09/2020 06:10 PM EXECUTION COPY IN WITNESS WHEREOF, the Parties have caused this First Amendment to the Consent Order and Agreement to be executed by their duly authorized representatives. The undersigned representatives of the Seller and the Buyer certify under penalty of law, as provided by 18 Pa. CS. Section 4904, that they are authorized to execute this First Amendment to the Consent Order and Agreement on behalf of the Seller and the Buyer, respectively; that the Seller and the Buyer consent to the entry of this First Amendment to the Consent Order and Agreement as a ?nal Order of the Department; and that the Seller and the Buyer hereby knowingly waive any rights to appeal this First Amendment to the Consent Order and Agreement and to challenge its content or validity, which rights may be available under Section 4 of the Environmental Hearing Board Act, the Act ofJuly 13, 1988, PL. 530, 35 PS. ?7514; the Administrative Agency Law, 2 Pa. C.S. ?103(a) and Chapters 5A and 7A thereof; or any other provision of law. FOR THE COMMONWEALTH OF DEPARTMENT OF FOR THE SELLER: ENVIRONMENTAL PROTECTION: Name: Name: Title: Title: Name: Name: Title: Title: FOR THE Mu? cams.? 1.- cw.? 27%? Name: ., Title: Assistant Secretary 12 53688521 Page 15 of 77 07/09/2020 06:10 PM EXECUTION COPY IN WITNESS WHEREOF, the Parties have caused this First Amendment to the Consent Order and Agreement to be executed by their duly authorized representatives: The undersigned representatives of the Seller and the Buyer certify under penalty of law, as provided by 18 Pa. C.S. Section 4904, that they are authorized to execute this First Amendment to the Consent Order and Agreement on behalf of the Seller and the Buyer, respectively; that the Seller and the Buyer consent to the entry of this First Amendment to the Consent Order and Agreement as a ?nal Order of the Department; and that the Seller and the Buyer hereby knowingly waive any rights to appeal this First Amendment to the Consent Order and Agreement and to challenge its content or validity, which rights may be available under Section 4 of the Environmental Hearing Board Act, the Act of July 1988, P.L. 530, 35 P.S. the Administrative Agency Law, 2 Pa. C.S. ?103(a) and Chapters 5A and 7A thereof; or any other provision of law. FOR THE COMMONWEALTH OF DEPARTMENT OF FOR THE SELLER: ENVIRONMENTAL PROTECTION: Name: Name: Rage Hal-El Title: . Title: Emgmm Manager? Name: Name: Brf'an (3 9 Title: Title: 3' {in Glut ?it-er! FOR THE BUYER: Name: Title: 12 53688521 Page 16 of 77 07/09/2020 06:10 PM EXECUTION COPY ACKNOWLEDGED, AGREED AND ACCEPTED: this day 013% 2020: Commonwealth of Department of Environmen 1 Protection I - By: Rag 85% Title: Pref} Manager" STATE DEW ss TY OF I hereby certify that on this 1: day of W. 2020, before me, the subscriber, a Notary Public in and for the 8mm, personally appeared W, 35W of ommonwealth of Depa nt of Environmental Protection on half?of said agency and did acknowledge that he/she/they executed the foregoing instrument for the purposes therein contained AS WITNESS my hand and NotarialSeal. [seal] ma 1th of - Notary Seal Ross. Notary Puhilc OD NOTARY PUBLIC Hym??folmap.? .3 - Commitment! number 1193448 i nomaes (Pnnted Name) menses. Paws My Commission?xpires: ..Il .. a. no 13 53688521 Page 17 of 77 07/09/2020 06:10 PM EXECUTION COPY ACKNOWLEDGED, AGREED AND ACCEPTED: this day of 2020: Sunoco LLC [Ada Inc. By: 61-110] Title: PD STATE 013(6)? 5 SS OF Mutt-'5 I hereby certify that on this day of( [5 NE: 2020, before me, the subscriber, a Notary Public in and for the State of ft 5 personally appeared 17109115 . 2.4313 as (IF-TD of Sunoco (mick/f), LLC ffkfa Sunoco, Inc. a limited liability company, on behalf of said company and did acknowledge that he/shei?they executed the foregoing instrument for the pulposes therein contained my hand Notarial Seal. $35339 JENNIFER It. WOLFFARTH (?are Norary Public, State 01 Texas [533]] 3&3 Comm. Expires 03-27-2022 i ?ifi?iif?ti Notaty10129784'316 AS WITNES 1M N055- 3,5 4?4 OTARY PUBLIC (Printed Name) My Commission Expires: 5.1? 7/73 53688521 Page 18 of 77 07/09/2020 06:10 PM EXECUTION COPY ACKNOWLEDGED, AGREED AND ACCEPTED: this 10 day of June ,2020: Philadelphia Energy Solutions Re?ning and Marketing LLC r; M?s Raw? . a? {awm?w' 11'1?; 41?? us? By' Anne Gaw if,? ?in? ??hv-wu u-bmW? -- Title: Assistant Secretary STATE OF mum?s 1 )ss OF gogb I hereby certify that on this 20' day of SEER-L 2020, before me, the subscriber, a Notary Public in and for the State of ?Lima; personally appeared Anne Gar-r as ASSiSta?t Secretary of Philadelphia Energy Solutions Re?ning and Marketing LLC, a Delaware limited liability company, on behalf of said company and did acknowledge that helshez?they executed the foregoing instrument for the purposes therein contained AS WITNESS my hand and Notarial Seal. [seal] NOTARY PUBLIC DANIELLA BRANCATO Of?cial Seal Notary Public - State of Illinois My Commission Expires Sep 20. 2022 I ?immense Eran Cm (Printed Name) My Commission Expires: 20 32,023 53688521 Page 19 of 77 07/09/2020 06:10 PM EXECUTION COPY SCHEDULE I Consent Order and Agreement 53688521 Page 20 of 77 07/09/2020 06:10 PM COMMONWEALTH OF DEPARTMENT OF ENVIRONMENTAL PROTECTION 1n the Matter of: Sunoco, Inc. - Seller Buyer~Seller Agreement re: Philadelphia Re?nery Philadelphia Energy Solutions Re?ning and Marketing LLC - Buyer: CONSENT ORDER AND AGREEMENT This Consent Order and Agreement (?Agreement?) is entered into this 14th day of August, 2012, by and among the Commonwealth of Department of Environmental Protection (?Department?), Sunoco, Inc. Seller?) and Philadelphia Energy Solutions Re?ning and Marketing LLC (collectively with its Af?liates, ?Buyer?). The Department has found and determined the following: The Parties A. The Department is the Commonwealth agency with the duty and authority to administer and implement the Land Recycling and Environmental Remediation Standards Act, Act ofMay 19, 1995, as amended, 35 PS. 6026.10] - 6026.908 (?Act and to administer and enforce the Hazardous Sites Cleanup Act, Act of October 18, 1988, as amended, 35 PS. 6020.101 - 60201305 the Comprehensive Environmental Response, Compensation and Liability Act of1980, as amended, 42 U.S.C. 9601 - 9675 the Solid Waste Management Act, Act ofJuIy 7, 1980, as amended, 35 PS. 6018.101 60181003 (?Solid Waste Management Act?); the Clean Streams Law, Act of June 22, 1937, as amended, 35 PS. ??691 .1 - 691.1001 (?Clean Streams Law?); the Storage Tank and Spill Prevention Act, Act of July 6, 1989, as amended, 35 PS. ??6021101 - 60212104 ("Storage Tank Act?); Section 1917-A ofthe Administrative Code of1929, Act of April 9, 1929, as amended, 71 PS. 510-17 (?Administrative Code?); and the regulations promulgated thereunder. B. Sunoco, Inc. is a corporation with a principal place of business located at 1818 Market Street Floor 1500, Philadelphia, PA 191036616 (?Sunoco? or ?Seller"). Seller is in the business of manufacturing and marketing petroleum products and related activities. -Page1- 53688521 Page 21 of 77 07/09/2020 06:Delaware limited liability company with a principal place of business located at 3144 Passyunk Ave, Philadelphia, PA 19145. Through the transactions referenced herein, Buyer will be engaged in the business of producing re?ned petroleum products, chemical products and other energy businesses. The Property D. The property that is the subject of this Agreement consists of an approximately 1,400 acre complex located at 3144 Passyunk Ave, Philadelphia, PA 19145. The property is more speci?cally described in Exhibits I and 2 attached (hereinafter the ?Property?). E. Located on the Property, the ?Philadelphia Refinery? or ?Re?nery? is a 330,000 refinery with a Nelson complexity of 93 consisting primarily of two formerly separate refining operations known as ?Point Breeze" and ?Girard Point? and related properties, including the North Yard, West Yard, and Schuylkill River Tank Farm. Point Breeze was acquired as part of a transaction with Atlantic Rich?eld Company in September 1989 and since owned by Atlantic Refining Marketing Corp. (an Af?liate of Sunoco, Inc. and leased for operation to and operated by Sunoco, Inc. Girard Point was acquired in August 1994 and since owned and operated by Sunoco, Inc. Sunoco, Inc. was formerly Sun Company, Inc. a subsidiary of Sunoco, Inc. The Philadelphia Refinery produces petroleum products, including gasoline, middle distillates (mainly jet fuel, heating oil and diesel fuel) and residual fuel oil as well as commodity petrochemicals, including propylene-propane, benzene and cumene. F. The facilities, structures and other improvements currently located on the Property include the following: two ?uidized catalytic crackers and related heaters, boilers, process equipment, equipment for the treatment of emissions to air and discharges to water, dockage, tankage, and such other related and auxiliary equipment as is needed to properly operate and run a petroleum re?nery in accordance with industry standards and all applicable Laws. Contamination of the Property G. The location and horizontal and vertical extent of the contamination at the Property have been identified in the following environmental reports (collectively ?the Reports?). The Reports have been reviewed by the Department, and are maintained as public documents by the Department in accordance with the Department?s standard document retention practices. - Page 2 - 53688521 Page 22 of 77 07/09/2020 06:10 PM NAME OF REPORT DATE AUTHOR Current Conditions Report June 2004 Sunoco, Inc. AOI 1, No. 1 Tank Farm Site June 2005 Sunoco, Inc. Characterization Report (SCR) A014, No. 4 Tank Farm SCR August 2005 Sunoco, Inc. A016, Girard Pt. Chemicals Area September 2006 Sunoco, Inc. SCR Notice of Intent to Remediate October 2006 Sunoco, Inc. A01 5, Girard Pt. South Tank Field August 2007 Sunoco, Inc. SCR A01 8, Pt. Breeze North Yard SCR September 2008 Sunoco, Inc. A019, Schuylkill River Tank Farm August 2009 Sunoco, Inc. SCR A012, Pt. Breeze Processing Area September 2010 Sunoco, Inc. SCR A013, Pt. Breeze Impoundment Area September 2010 Sunoco, Inc. SCR A01 7, Girard Pt. Fuels Area SCR September 2010 Sunoco, Inc. A01 10, Pt. Breeze West Yard June 2011 Sunoco, Inc. Investigation Report (RIR) A01 11, Deep Aquifer September 201 Sunoco, Inc. Work Plan for Site Wide Approach November 201 Sunoco, Inc. under the One Cleanup Program A01 5 Plan December 2011 Sunoco, Inc. AOI 8 January 2012 Sunoco, Inc. AOI 7 February 2012 Sunoco, Inc. H. The Reports contain the analytical results of groundwater investigation, sampling and analysis for all constituents from the Corrective Action Process (CAP) Regulation Amendments effective December 1, 2001; provided in Chapter VI, Section of - Page 3 53688521 Page 23 of 77 07/09/2020 06:10 PM Closure Requirements for Underground Storage Tank Systems, with the exception of Waste Oil parameters in approximately 1000 on-site monitoring wells. The direction of groundwater is determined through quarterly and annual groundwater gauging events of select performance monitoring well and all site related wells, respectively. Surface soil impact for the same constituents list referenced above has been assessed throughout each AOI within the re?nery with the exception of I I, Deep Groundwater. Several off-site monitoring wells, located across 26th Street, are used for assessment purposes. No impact to the site from off-site sources has been identi?ed. 1. The Reports referenced above detail all contamination currently known by the Parties to exist on the Property (?Identified Contamination?). The Proposed Sale . Seller and its Af?liates, as applicable, intend to contribute, convey, transfer, assign, and deliver the Property and the Philadelphia Refinery to Buyer, who intends to acquire the Property and the Philadelphia Re?nery and conduct petroleum re?ning, chemical, and energy business activities from that location. K. Buyer represents to the Department that it did not cause or contribute to, and is not otherwise liable or responsible under any federal or state environmental law for the Identi?ed and Pre-Existing Contamination. The Department is not aware of any information to the contrary that would indicate such liability or responsibility. The Remediation Plan L. Seller intends to remediate the Identi?ed and Pre-Existing Contamination. Seller signed a consent order with the Department in December 2003. The Cleanup Plans (?Plans?) will propose remediation of the Property to meet a Site-Specific Standard based on non-residential use of the Property, as those terms are used in Act 2. The Plans may be changed in the future, with the approval of the Department. Because the remedial standard is based on non-residential use of the Property, any other use, or any change in the exposure patterns on which the Plan is based, may require additional remediation of contamination remaining on the Property. Seller represents that it will have adequate ?nancial resources to perform its obligations under this Agreement. >101?? After full and complete negotiation of all matters set forth in this Agreement, and upon mutual exchange of the covenants contained herein, the Parties intending to be legally bound, it is hereby ORDERED by the Department and AGREED TO by Seller and Buyer as follows: 1. Authority. This Agreement is an Order of the Department authorized and issued pursuant to the environmental laws of the Commonwealth listed in Paragraph A, particularly - Page 4 - 53688521 Page 24 of 77 07/09/2020 06:10 PM Sections 5, 316, 402 and 610 ofthe Clean Streams Law, 35 PS. 691.5, 691.316, 691.402 and 691.610; Sections 4 and 602 of the Solid Waste Act, 35 PS. 6018.4 and 6018.602; Sections 107 and 1309 ofthe Storage Tank Act, 35 PS. 6021.107 and and 71 PS. 510- 17. 2. Findings. a. Seller and Buyer agree that the ?ndings in Paragraphs A through are true and correct and, in any matter or proceeding involving either or both of them and the Department, Seller and/or Buyer shall not challenge the accuracy or validity of these ?ndings. b. The Parties do not authorize any other person to use the ?ndings in this Agreement in any matter or proceeding, 3. De?nitions. a. ?Af?liate? means, as to Sunoco, Inc. and PBS LLC, any other Person that, directly or indirectly through one or more intermediaries or otherwise, controls, is controlled by or is under common control with the speci?ed Person. For purposes of this de?nition, ?control? of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether by contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, unless otherwise expressly stated, PES LLC and its Af?liates shall not be deemed to be an Af?liate of Sunoco, Inc. or any of its subsidiaries. b. ?Applicable Environmental Laws? shall mean any Laws of the Commonwealth of under which the Department has enforcement authority, including the laws set forth in Paragraph A and any federal Laws referenced by such Laws, and any regulations promulgated pursuant to any of the foregoing. c. ?Construction or Development? means all of those actions or projects consisting of, related to or associated with constructing and developing improvements to the Re?nery and (ii) installing new operations, businesses or processes at the Re?nery that are related to the Re?nery Business, the energy industry generally and the chemical industry. d. ?Effective Date? shall mean either (1) the date when the Buyer acquires the Property, or (2) the date upon which the Department issues written notice to the Buyer that all applicable parties have fully executed the Agreement, whichever is later. e. ?Hazardous Substance? shall mean any material, substance or waste that is: listed, classi?ed or regulated as a ?hazardous waste,? ?hazardous substance," ?contaminant,? ?pollutant,? ?toxic substance,? or terms of similar meaning or import as defined pursuant to any Applicable Environmental Law, or (ii) any petroleum product or by-product including all degradation compounds, friable asbestos, radioactive materials, urea formaldehyde - Page 5 - 53688521 Page 25 of 77 07/09/2020 06:10 PM insulation or biphenyls, with respect to which liability or standards of conduct are imposed under any Applicable Environmental Law. f. ?Identified Contamination? shall mean all contamination currently known by the Parties to exist on the Property as re?ected in the various studies and analyses performed on behalf of Sunoco, Inc. and as referenced in the reports referenced earlier in this Agreement, paragraph G, and as is re?ected in other submissions by Sunoco to DEP regarding the Property. g. ?Law? shall mean any national, federal, state, regional, provincial, local or municipal constitution, treaty, law, statute, ordinance, rule, regulation, including all common law, directive or decree, as amended as of the date hereof. h. ?Philadelphia Energy Solutions is an Affiliate of PES LLC and a party to the Contribution Agreement whereby PES LLC will acquire the Refinery Business including the Property and Philadelphia Refi nery. i, ?Pre-Existing Contamination? shall mean any Identi?ed Contamination and any Releases on, under, to, or from the Site of Hazardous Substances associated with or from the Re?nery Business or related operations on or before the Effective Date of this Agreement. j. ?Re?nery Business? means the business conducted by any of Sunoco, its predecessors-in-interest and their subsidiaries at the Re?nery, including the ownership and operation of the Refinery and the related chemical, energy and other commercial operations conducted by any of Sunoco, its predecessors-in-interest and their Affiliates in connection with the Re?nery including the purchasing of upstream inventory and selling of inventory, excluding Sunoco?s retail and branded marketing business and wholesale rack gasoline and distillate business (even to the extent previously conducted in connection with the Refinery) and any business of Sunoco or any of its Affiliates other than the ownership or operation of the Refinery or the Property. k. ?Release? shall mean any release, spill, emission, leaking, dumping, injection, pouring, pumping, placing, discarding, abandoning, deposit, disposal, discharge, migrating, or dispersal into, on, under, or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata). 4. Sellers Obligations. Seller shall: a. Attain and demonstrate compliance with the Site-Speci?c Standard for all Pre?Existing Contamination in accordance with the Department?approved Plans and Act 2, by December 2020, except as may otherwise be extended upon request by Sunoco and written concurrence by the Department, and: (1) Complete for each AOI by the end of 2015, except as may otherwise be extended upon request by Sunoco and written - Page 6 - 53688521 Page 26 of 77 07/09/2020 06:10 PM concurrence by the Department. Cleanup Plans will be developed coincident with or subsequent to completion of the As it is anticipated that all or part yet unknown uses, Cleanup Plans for A01 8 and 10 will be developed based on such future land re-use plans. (2) Upon completion of remediation in accordance with the Plans and Act 2, submit the Final Report(s) to the Department, and send the municipal and public notices of the ?nal report(s) by December 2020, except as may otherwise be extended upon request by Sunoco and written concurrence by the Department. b. Include restrictions in its deed to Buyer (I) limiting the use of the Property to commercial or industrial activity, excluding schools, nursing homes and other residential-style facilities and publicly-accessible recreational areas, and (2) requiring the maintenance of any engineering controls on the Property, as covenants running with the land. c. Within ninety (90) days after the Effective Date, record this Agreement and its Exhibits with the deed to the Property, in the Recorder of Deeds Office for Philadelphia County and index the Agreement with the deed, listing the Grantor and Buyer as Grantee; and simultaneously notify the Department in writing that it has completed this obligation and inform the Department of the Deed Book and Page where the Property deed and Agreement have been ?led. 5. Buyer's Obligations. Buyer, or any successor to the Buyer, shall: a. Use the Property only for commercial or industrial activity, excluding schools, nursing homes and other residential-style facilities and publicly-accessible recreational areas. b. Maintain any engineering controls on the Property necessary to maintain an Act 2 standard. c. Avoid disturbing subsurface strata and soils, except as may be necessary with respect to Construction and Development. If such disturbance is proposed as part ofBuyer's development of the Property, Buyer shall, no less than thirty (30) days before beginning the disturbance, submit to the Department a work plan for management and disposal of disturbed subsurface strata and soils consistent with environmental statutes and regulations. Thereafter, Buyer shall properly manage and dispose all subsurface strata and soils consistent with the work plan as approved by the Department. (I. The agreements by Buyer in Paragraphs 5a., 5b. and Sc. are covenants running with the land and Buyer shall include these covenants in all deeds, leases and other instruments of conveyance of the Property. - Page 7 - 53688521 Page 27 of 77 07/09/2020 06:10 PM e. notify the Department if there is any proposal to change the exposure patterns on which the remediation standard was based, as summarized in Paragraph above, and take steps to assure that an Act 2 standard continues to be met. f. Notify the Department when the Property has been purchased by the Buyer and provide to the Department, within ten (10) days of the transfer of title, a copy of the instrument used to transfer title, containing the covenants described in Paragraphs 4b, 5a., 5.b. and 5.c. g. Develop and implement a health and safety plan to protect employees, on- site workers, and other persons visiting the Property from any contaminants they might encounter on the Property. h. If Seller fails to complete the remediation by the date speci?ed in Paragraph 4a. or such later date as may be agreed between Sunoco and the Department, Buyer, within thirty (30) days after the date speci?ed, shall submit to the Department a report evaluating the exposure risks created by the un?nished remediation and whether such risks are unacceptable to Buyer's employees and the public. Ifthe Department determines that such risks are unacceptable, Buyer shall cease its activities at the Property until the exposure risks have been decreased to acceptable levels. However, nothing in this subparagraph shall prevent the Department from seeking to enforce the deadline for remediation speci?ed in Paragraph 4.a. above. i. In the event of any Release for which a prompt response is required, Buyer shall immediately take all appropriate action to prevent, abate, or minimize such release or threat of release, and shall, in addition to complying with any applicable noti?cation requirements under Section 103 of CERCLA, 42 U.S.C. 9603, and any other law, immediately notify the Department of such release or threatened release 6. Covenant Not To Sue. Provided Buyer complies with the obligations in Paragraphs 5, 8, 9 and 10, and subject to the limitations set forth in Paragraphs 7 and 14, the Department hereby covenants not to sue or take any other civil or administrative action against Buyer or PES LLC for any and all civil liability for injunctive relief or reimbursement of response costs, including for damages for harm or injury to, destruction of, or loss of natural resources pursuant to the environmental laws of the Commonwealth listed in Paragraph A above with respect to the Identi?ed Contamination and the Pre-Existing Contamination. 7. Reservation of Rights. With respect to any contamination on the Property not part of the Pre-Existing Contamination, including any material aggravation or exacerbation of Pre- Existing Contamination after Buyer assumes ownership of the Property, but only to the extent of such aggravati on or exacerbation, the Department expressly reserves the right to require Buyer to remediate, to the extent required by law. For the avoidance of doubt, nothing herein precludes any relief against Sunoco, Inc, Sunoco, Inc. or any other Af?liate of Sunoco, Inc, its - Page 8 - 53688521 Page 28 of 77 07/09/2020 06:10 PM predecessors-in-interest, or successors-in-interest, under the authorities referenced herein, or any other authorities available to the Department with respect to the Pre-Existing Contamination. The Department reserves and the Agreement is without prejudice to all rights against PBS LLC or PES LLC with respect to any liability resulting from any Releases that occur on or after the Effective Date and that aggravate materially or exacerbate Pre-Existin Contamination, but only to the extent of such aggravation or exacerbation, in which case Buyer agrees to coordinate the remedial response with Seller. However, Buyer and Seller agree that the existence ofa dispute between them about whether the contamination on the site is Pre-Existing Contamination shall not impede or delay the performance of any remediation, and that the Department shall not be required to intervene in any such dispute. 8. Non-Interference. Neither Seller nor Buyer shall interfere with the performance of the remedial obligations under this Agreement. 9. Non-Exacerbation. Neither Seller nor Buyer shall, by act or omission, materially exacerbate any contamination of the Property. 10. Access. Buyer shall allow Seller, the Department and their representatives reasonable access to the Property and shall issue internal work permits, where applicable during and after implementation of the Plan for purposes of remediation and of monitoring the progress and results thereof, including any institutional and engineering controls. The Seller and the Department will use their best efforts to minimize interference with Buyer's use of the Property, including any interference with Construction and Development. Buyer shall provide such information as is necessary to assist Seller in minimizing such interference However, nothing in this Agreement shall limit the Department's statutory rights regarding access to the Property for any purpose, including but not limited to remediation of any remaining contamination. l. Transferability. a. Before this Agreement terminates pursuant to Paragraph 23 below, this Agreement shall be transferable by Buyer and/or PES LLC to any subsequent owner of the Property or any portion thereof ("Transferee") who did not cause or contribute to and is not otherwise liable for the Pre-Existing Contamination at the Property consistent with the terms set forth in this Paragraph 1 l. b. If the Transferee is an Affiliate or subsidiary of Buyer andfor PES LLC, Buyer andfor PES LLC may assign or transfer this Agreement without the prior consent of the Department provided that Buyer andfor PES LLC, as applicable, provides written notice to the Department at least thirty (30) days in advance of the assignment or transfer pursuant to Paragraph 15 below. - Page 9 - 53688521 Page 29 of 77 07/09/2020 06:10 PM c. Buyer andz?or PES L-LC may assign or transfer this Agreement to a Transferee not subject to subparagraph immediately above provided that the Department approves the assignment or transfer in advance. With respect to assignments or transfers subject to this subparagraph Buyer andfor PES LLC, as applicable, shall provide written notice to the Department requesting such approval at least thirty (30) days in advance of the contemplated assignment or transfer pursuant to Paragraph 15 below. The Department?s approval of requests made pursuant to this subparagraph shall not be unreasonably withheld, conditioned or delayed. (1. With respect to transfers or assignments made pursuant to either subparagraph or immediately above, the Transferee, before or at the closing for the Property or any portion thereof, shall agree in writing with the Department that the Transferee will be subject to the Buyer?s Obligations in this Agreement with respect to any portion of the Property transferred. Buyer, or anyone who intends to transfer title to the Property or any portion thereof, shall provide a copy of this Agreement to the Transferee at least 30 days before the contemplated transfer and shall simultaneously inform the Department of such intent consistent with subparagraphs and above pursuant to Paragraph 15 below. The transfer of this Agreement by Buyer shall terminate its obligations under this Agreement with respect to any portion of the Property transferred. e. In the event of such transfer in accordance with the terms of this Agreement, the Transferee shall be entitled to the bene?ts of the covenant not to sue provided in Paragraph 5 with respect to any portion of the Property transferred. f. The Seller?s duties and obligations under the Agreement shall not be modified, diminished, terminated or otherwise altered by the Buyer?s transfer of any legal or equitable interest in the Property, or any part thereof. 12. Deed Acknowledgment. Seller or Buyer, as appropriate, shall include in any deed for the property an acknowledgment of hazardous substances andfor hazardous wastes on the property in accordance with Section 405 of the Solid Waste Management Act, 35 PS. 6013.405, and Section 512 35 PS. 6020.512. 13. Effect of Agreement on Other Parties. Nothing in this Agreement is intended, nor shall be construed, to diminish or modify in any way the obligations with respect to the Property of any person or entity, other than the Parties to this Agreement, to the extent set forth in this Agreement. 14. Remedies. a. In the event Seller or Buyer fails to comply with any provision of this Agreement, the Department may, in addition to the remedies prescribed herein, pursue any remedy available for a violation of an order of the Department against the party in violation, including an action to enforce this Agreement. - Page 10 - 53688521 Page 30 of 77 07/09/2020 06:10 PM b. The remedies provided by this paragraph are cumulative and the exercise of one does not preclude the exercise of any other. The failure of the Department to pursue any remedy shall not be deemed to be a waiver of that remedy. 15. Correspondence With Department All correspondence with the Department concerning this Agreement shall be addressed to: Stephan Sinding Environmental Cleanup Program Manager Department of Environmental Protection 2 East Main Street Norri stown, PA 19401 16. Correspondence With Seller and Buyer. All correspondence with Seller concerning this Agreement shall be addressed to: Arnnie Dodderer Chief Compliance OfficerfAssistant General Counsel Sunoco, Inc. 1735 Market Street Suite LL -- 13th Floor Philadelphia, PA 19103 All correspondence with Buyer concerning this Agreement shall be addressed to: Philadelphia Energy Solutions Refining and Marketing LLC 3144 Passyunk Ave. Philadelphia, PA 19145 Attn: Phillip L. Rinaldi Seller and Buyer shall notify the Department whenever there is a change in the contact person?s name, title or address. Service of any notice or any legal process for any purpose under this Agreement, including its enforcement, may be made by mailing a copy by ?rst class mail to the above addresses. 17. Provisions Not Severable. The provisions of this Agreement are not severable. If any provision or part hereof is declared invalid or unenforceable, or is set aside for any other reason, then the entire Agreement shall be void and of no force and effect between the Parties. 18. Entire Agreement. This Agreement shall constitute the entire integrated agreement of the parties. No prior or contemporaneous communications or prior drafts shall be relevant or admissible for purposes of determining the meaning or extent of any provisions herein in any litigation or any other proceeding. -Page11- 53688521 Page 31 of 77 07/09/2020 06:10 PM 19. Modi?cations. No changes, additions, modi?cations or amendments of this Agreement shall be effective unless they are set out in writing and signed by the Parties. 20. Attorney Fees. The Parties agree to bear their respective attorney fees, expenses and other costs in the prosecution or defense of this matter or any related matters, arising prior to execution of this Agreement. 21. Execution of Agreement. This Agreement may be executed in counterparts. 22. Titles. A title used at the beginning of any paragraph of this Agreement may be used to aid in the construction of that paragraph, but shall not be treated as controlling. 23. Termination. This Agreement shall terminate 40 days from approval of the Final Report submitted pursuant to Paragraph above. 24. Effective Date. This Agreement shall be effective consistent with the de?nition of ?Effective Date? as set forth in subparagraph 3d, except, however, this Agreement shall be null and void if the Buyer does not buy the Property within 90 days of execution of this Agreement. - Page 12 - 53688521 Page 32 of 77 07/09/2020 06:10 PM Execu?onCopy IN WITNESS WHEREOF, the Parties have caused this Consent Order and Agreement to be executed by their duly authorized representatives. The undersigned representatives of the Seller and the Buyer certify under penalty of law, as provided by 18 Pa. CS. Section 4904, that they are authorized to execute this Consent Order and Agreement on behalf of the Seller and the Buyer, respectively; that the Seller and the Buyer consent to the entry of this Consent Order and Agreement as a ?nal Order of the Department; and that the Seller and the Buyer hereby knowingly waive any rights to appeal this Consent Order and Agreement and to challenge its content or validity, which rights may be available under Section 4 of the Environmental Hearing Board Act, the Act of July 13, 1988, PL. 530, 35 RS. ??Sl4; the Administrative Agency law, 2 Pa. C.S. ?103(a) and Chapters 5A and 7A thereof; or any other provision of law. FOR THE SELLER: FOR THE COMMONWEALTH OF DEPARTMENT OF ENVIRONMENTAL PROTECTION: p? Name Job? 0 Title: esponsible Corporate cial es I dent s?phan B. Sinding 73/ (63% Environmental Program Manager0 Environmental Cleanup Program Name: Arnold D. Dodderer Title: Assistant General Counsel d] Wm. Stanley Sn th . FOR THE BUYER: Supervisory Co WM ame: Philip L. Rinaldi Title: Chief Executive Of?cer -Page 13- 53688521 Page 33 of 77 07/09/2020 06:10 PM Execution Copy IN WITNESS WHEREOF, the Parties have caused this Consent Order and Agreement to be executed by their duly authorized representatives. The undersigned representatives of the Seller and the Buyer certify under penalty of law, as provided by 18 Pa. C.S. Section 4904, that they are authorized to execute this Consent Order and Agreement on behalf of the Seller and the Buyer, respectively; that the Seller and the Buyer consent to the entry of this Consent Order and Agreement as a ?nal Order of the Department; and that the Seller and the Buyer hereby knowingly waive any rights to appeal this Consent Order and Agreement and to challenge its content or validity, which rights may be available under Section 4 of the Environmental Hearing Board Act, the Act of July 13, 1988, PL. 530, 35 RS. ?7514; the Administrative Agency Law, 2 Pa. C.S. ?103(a) and Chapters SA and 7A thereof; or any other provision of law. FOR THE SELLER: FOR THE COMMONWEALTH OF DEPARTMENT OF ?wz ENVIRONMENTAL PROTECTION: AM- Manse: John 0 [93?an Title: esmnsible Corporate lCiai PS 1601 Stephan B. Binding 7 Environmental Program Manager Environmental Cleanup Program Name: Arnold D. Dodderer Title: Assistant General Counsel Wm. Stanley Sneath FOR THE BUYER: Supervisory Counsel M4 Name: Philip L. Rinaldi Title: Chief Executive Of?cer - Page 13 - 53688521 Page 34 of 77 07/09/2020 06:10 PM JURAT Page COMMONWEALTH OF COUNTY OF {i 1M 153M On this i 2 day of V0 200;, before me, a Notary Public, the undersigned of?cer personally appeared, John D. Pickering, who acknowledged himself to be the President of Sunoco, Inc. a corporation, and that he as such President, being authorized to do so, executed the Consent Order and Agreement for the purpose therein contained by signing the name of the Sunoco, Inc. by himself as President. IN WITNESS WHEREOF, I have hereunto set my hand and of?cial seal. Notary blic - Page 14 - 53688521 Page 35 of 77 07/09/2020 06:10 PM Execution Copy URAT Page COMMONWEALTH OF COUNTY OF PHILDELPHIA On this day of August, 2012, before me, a Notary Public, the undersigned of?cer personally appeared, Arnold D. Dodderer, who acknowledged himself to be the Assistant General Counsel of Sunoco, he, a corporation, and that he as such Assistant General Counsel, being authorized to do so, executed the Consent Order and Agreement for the purpose therein contained by signing the name of the corporation by himself as Assistant General Counsel. IN WITNESS WHEREOF, I have hereunto set my hand and of?cial seal. JIM arm, Notaryyi?blic - Page 14- 53688521 Page 36 of 77 07/09/2020 06:10 PM Execution Copy URAT Page COMMONWEALTH OF COUNTY OF PHILADELPHIA On this 1 day of August, 2012, before me, a Notary Public, the undersigned of?cer personally appeared, Philip L. Rinaldi, who acknowledged himself to be the Chief Executive Of?cer of Philadelphia Energy Solutions Re?ning and Marketing LLC, a limited liability company, and that he as such Chief Executive Of?ce, being authorized to do so, executed the Consent Order and Agreement for the purpose therein contained by signing the name of the limited liability company by himself as Chief Executive Of?cer. IN WITNESS WHEREOF, I have hereunto set my hand and of?cial seal. NOTARIAL SEAL mhmlilm re. My Conm?sslon Expires December $2015 - Page 14 - 53688521 Page 37 of 77 07/09/2020 06:10 PM Exhibit 1 Legal Description of the Property PARCEL A Girard Description. (Parcel A) Beginning at a point on the northern side of Lanier Avenue and the corner of the Point Breeze Parcel B-3 North 58?52'39" East, a distance of 31 .47 feet; thence South 31 ?07'21" East, a distance of 136.40feet; thence South 58?52'39" West, a distance of 50.41 feet to a point a corner of lands of Conrail; thence along lands of Conrail the 14 following courses and distances: (1) South 31 ?5250" East, a distance of 90.73 feet to a point of curvature; (2) by a curve to the right having a radius of 335.54 feet and a central angle of 39?39'00" an arc length of 232.20 feet a chord which bears South 12?03'20" East 227.60 feet to a point; (3)South 07?46'10" West tangent to said curve. a distance of 541.48 feet; (4) North 35?26'10" East, a distance of 282.33 feet; (5) North 35?47'10" East, a distance of 273.76 feet; (6) South a distance of 1297.42 feet; (7) South 07?54'07" West, a distance of 144.68 feet; (8) South 09?10'51" West. a distance of 320.82 feet; (9)South 04?26'38" West, a distance of 122.85 feet; (10) South 07?38'04" West, a distance of 30.09 feet; (11) South 08?09'35" West, a distance of 119.06 feet; (12) South 06?59'31" West, a distance of 139.54 feet; (13) South 81 r?41'24" East, a distance of 89.38 feet; (14) South 07?57'20" West, a distance of 232.50 feet to a point on the pierhead and bulkhead of the Schuylkill River; thence along the bulkhead of the Schuylkill Riverthe 56 following courses and distances: (1) North 83?40'40" West, a distance of 484.75 feet; (2) North 80?59'10" West, a distance of 293.05 feet; (3) North 80?57'45" West, a distance of 291 .76 feet; (4) North 80?39'50" West, a distance of 367.78 feet; (5) North 09?10'46" East, a distance of 47.72 feet; (6) North 63?43'59" West, a distance of 87.28 feet; (7) North 61?57'14" West, a distance of 104.02 feet; (8) South 26?32'09" West, a distance of 51.72 feet; (9) North 62?59'30" West, a distance of 133.92 feet; (10) North 62?12'53" West, a distance of 166.29 feet; (11) North 26?44'06" East, a distance of 55.61 feet; (12) North 62?58'22" West, a distance of 247.86 feet; (13) North 62?17'56" West, a distance of 287.77 feet; (14) North 45?26'57" West, a distance of 21 1.11 feet; (15) North 46?31'00" West, a distance of 354.57 feet; (16) North 64?57'13" West, a distance of 65.87 feet; (17) North 34?41'49" West, a distance of 109.10 feet; (18) North 46?10'22" West, a distance of 380.64 feet; (19) North 29?33'57" West, a distance of 210.22 feet; (20) North 28?49'08" West, a distance of 356.96 feet; (21) North 29?42'09" West, a distance of 364.44 feet; (22) North 16?12'31" West, a distance of 42.38 feet; (23) North 09?26'20" West, a distance of 45.39 feet; (24) North 15?41'58" West, a distance of 913.99 feet; 53688521 Page 38 of 77 07/09/2020 06:10 PM (25) North 15?05'58" West, a distance of 56.31 feet; (26) North 08?17'52" West, a distance of 173.70 feet; (27) North 05?19'22" West, a distance of 64.01 feet; (28) North 07?37'01" West, a distance of 1136.34 feet; (29) North 08?01'22" East, a distance of 380.08 feet; (30) North 28?44'59" East, a distance of 7.74 feet; (31) North 43?42'20" East, a distance of 197.15 feet; (32) North 42?26'02" East, a distance of 89.30 feet; (33) North 44?10'07" East, a distance of 72.09 feet; (34) North 72?36'31" East. a distance of 27.87 feet; (35) North 75?53'49" East. a distance of 101.72 feet; (36) North 77?19'59" East, a distance of 293.03 feet; (37) South 36?50'08" East. a distance of 373.53 feet; (38) South 36?29'05" East. a distance of 408.99 feet; (39) North 84?56'19" East, a distance of 6.58 feet; (40) North 81 ?27'07" East, a distance of 156.35 feet; (41) North 85?23'48" East, a distance of 75.71 feet; (42) North 80?50'16" East, a distance of 28.45 feet; (43) South 15?42'39" East, a distance of 2.48 feet; (44) North 74?42'14" East, a distance of 40.34 feet; (45) North 79?38'24" East, a distance of 11.24 feet; (46) North 84?28'14" East, a distance of 78.29 feet; (47) North 71 ?34'56" East, a distance of 10.59 feet; (48) North 85?13'53" East, a distance of 68.60 feet; (49) North 53?43'35" East, a distance of 138.34 feet; (50)North 55?19'46" East, a distance of 24.25 feet; (51) North 49?12'19" East, a distance of 21 .57 feet; (52) North 50?49'59" East, a distance of 22.71 feet; (53) North 63?34'55" East, a distance of 37.80 feet; (54) North 48?56'08" East, a distance of 17.60 feet; (55) North 48?01'38" East, a distance of 37.79 feet; (56) North 57?04'27" East, a distance of 220.24 feet to a point, a comer of Point Breeze Parcel thence along Point Breeze Parcel the following 9 courses and distances: (1) South 66?43'40" East. a distance of 165.74 feet; (2) South 26?47'19" West. a distance of 173.62 feet to a point of curvature; (3) by a curve to the left having a radius of 313.83 feet and a central angle of 55?00'41" an arc length of 301.32 feet a chord which bears South 00?06'24" West 239.83 feet; (4) South 23?44'53" East. a distance of 193.19 feet; (5) North 73?06'33" East, a distance of 1439.09 feet; (6) South 07?46'10" West, a distance of 1288.62 feet; (7) South 60?40'29" West, a distance of 577.59 feet; (8) South 29?33?29" East, a distance of 525.42 feet; (9) South 32?34?1 3" East, a distance of 529.63 feet to the point of Beginning. Containing 394.96 Acres, more or less. - 3600 Lanier Ave - 3404 Penrose Ave - 3000 Penrose Ferry Rd - 3002 Penrose Ferry Rd PARCEL B-1 Point Breeze Description (Parcel B-1) Beginning at a point on the western side of 26th street; thence along the western side of 26th Street the 16 following courses and distances: (1) South 07?45'55" West, a distance of 169.94 feet; (2) South 00?16'02" East. a distance of 38.37 feet; 53688521 Page 39 of 77 07/09/2020 06:10 PM (3) South 06?25'58" West, a distance of 199.87 feet; (4) South 07?53'20" West, a distance of 211 .08 feet; (5) South West, a distance of 1509.96 feet; (6) South 07?52'07" West, a distance of 726.03 feet; (7) South 07?38'49" West, a distance of 48.89 feet; (8) South West, a distance of 130.93 feet; (9) South 07?13'47" West, a distance of 401 .40 feet; (10) South 07?57'21" West, a distance of 318.70 feet; (11) South 15?50'52" West, a distance of 136.31 feet; (12) South 07?45'11" West, a distance of 118.07 feet; (13) North 80?01'54" West, a distance of 17.81 feet; (14) South 14?08'03" West, a distance of 552.84 feet to a point of curvature; (15) by a curve to the left having a radius of 200.76 feet and a central angle of 66?30'21" an arc length of 233.04 feet and a chord which bears South 34?54'40" West 220.17 feet; (16) South 01?46'40" West, a distance of 293.89 feet; thence along the north side of Penrose Avenue South 43?34'41" West, a distance of 665.73 feet to a point of curvature; thence by a curve to the right having a radius of 126.09 feet and a central angle of 73?01'54" an arc length of 160.71 feet a chord which bears South 87?07'45" West 150.05 feet point of reverse curvature; thence by a reverse curve to the left having a radius of 167.93 feet and a central angle of 102?48'10" an arc length of 301.32 feet and a chord South 78?02'49" West and a distance of 262.49 feet; thence along the northern side of Lanier Avenue the eight following courses and distances: (1) South 28?41'02" West, a distance of 84.04 feet; (2) South 30?01'19" West, a distance of 182.61 feet; (3)South 33?23'20" West, a distance of 122.68 feet to a point of curvature; (4) by a curve to the left having a radius of 365.09 feet and a central angle of 10?02'31" an arc length of 63.99 feet a chord which bears South 38?14'27" West 63.90 feet; (5) South 45?13'17" West, a distance of 69.72 feet to a point of curvature; (6) by a curve to the left having a radius of 248.69 feet and a central angle of 11?23'08" an arc length of 49.78 feet a chord which bears South 50?30'20" West 49.70 feet; (7)South 55?40'25" West, a distance of 127.19 feet; (8) South 58?52'39" West, a distance of 504.43 feet; thence along Girard Point property the following ten courses and distances: (1) South 58?52'39" West, a distance of 31 .47 feet; (2) North 32?34'13" West, a distance of 529.63 feet; (3) North 29?33'29" West, a distance of 525.42 feet; (4) North 60?40'29" East, a distance of 577.59 feet; (5) North 07?46'10" East, a distance of 1288.62 feet; (6) South 78?06'33" West, a distance of 1489.09 feet; (7) North 28?44'58" West, a distance of 198.19 feet to a point of curvature; (8) by a curve to the right having a radius of 313.83 feet and a central angle of 55?00'41" an arc length of 301.32 feet a chord which bears North 00?06'24" East 289.88 feet to a point; (9) North 26?47'19" East, a distance of 173.62 feet; (10) North 66?43'40" West, a distance of 165.74 feet to a point on the bulkhead ofthe Schuylkill River; thence along the bulkhead of the Schuylkill Riverthe 29 following courses and distances: (1) North 43?24'56" East, a distance of 135.15 feet; (2) North 32?59'59" East, a distance of 197.67 feet; (3) North 28?46'15" East, a distance of 207.21 feet; (4) South 67?36'32" East, a distance of 25.00 feet; (5) North 28?53'49" East, a distance of 525.99 feet; 53688521 Page 40 of 77 07/09/2020 06:10 PM (6) North 23?14'16" East, a distance of 296.55 feet; (7) North 16?27'07" East. a distance of 155.27 feet; (8) North 09?56'26" East, a distance of 21 1 .86 feet; (9) North 26?32'07" East, a distance of 130.56 feet; (10) North 45?19'27" West, a distance of 43.11 feet; (11) North 23?44'32" East. a distance of 11.78 feet; (12) North 58?39'44" East, a distance of 10.33 feet; (13) North 13?19'01" East, a distance of 20.88 feet; (14) North 21 ?53'43" East, a distance of 22.65 feet; (15) North 33?53'23" East. a distance of 15.69 feet; (16) North 22?37'41" East, a distance of 36.18 feet; (17) North 12?06'28" East, a distance of 42.35 feet; (18) South 78?45'03" East, a distance of 9.60 feet; (19) North 12?10'53" East, a distance of 13.10 feet; (20) North 84?10'16" West, a distance of 12.72 feet; (21) North 23?48'41" East. a distance of 452.70 feet; (22) North 23?48'41" East, a distance of 453.47 feet; (23) South 72?18'38" East, a distance of 4.28 feet; (24) North 19?03'43" East, a distance of 23.84 feet; (25) North 15?47'28" East, a distance of 46.32 feet; (26) South 80?51'48" East. a distance of 21 .53 feet; (27) North 13?26'19" East, a distance of 231.84 feet; (28) North 07?22'43" East, a distance of 111.24 feet; (29) North 03?41'43" West, a distance of 175.93 feet; (30) North 15?46'02" West, a distance of 105.60 feet; thence North 74?54'45" East, a distance of 126.56 feet; thence continuing along same North 74?54'45" East, a distance of 225.1 3 feet; thence South 14?27'15" East, a distance of 45.83 feet to a point on the southern side of Passyunk Avenue; thence along the southern side of Passyunk Avenue North 74?50'12" East, a distance of 1289.66 feet; thence leaving said side of Passyunk Avenue South 15?09'48" East. a distance of 364.36 feet; thence North 74?50'12" East, a distance of 218.00 feet; thence South 15?09'48" East. a distance of 63.00 feet; thence South 89?08'54" East, a distance of 10.00 feet; thence South 25?09'48" East, a distance of 60.00 feet; thence South 63?09'48" East, a distance of 27.00 feet; thence North 71?05'39" East, a distance of 79.00 feet; thence North 66?10'39" East, a distance of 201 .00 feet; thence North 04?50'39" East, a distance of 61 .00 feet; thence South 85?09'21" East, a distance of 82.00 feet; thence North 74?50'39" East, a distance of 253.00 feet; thence South 82?09'21" East, a distance of 224.77 feet to the Point of Beginning. Containing 360.55 Acres, more or less. 3144 W. Passyunk Ave PARCEL B-2 Point Breeze Description. (Parcel B-2) Beginning at a point on the south side of Passyunk Avenue and on the pierhead and bulkhead of the Schuylkill River; thence along the bulkhead of the Schuylkill Riverthe thirty?three following courses and distances: (1) North 15?46'02" West, a distance of 155.02 feet; (2) North 31?09'33" West, a distance of 148.28 feet; (3) North 39?25'25" West, a distance of 180.29 feet; (4) North 44?07'32" West, a distance of 80.71 feet; (5) North 65?32'53" West, a distance of 13.18 feet; (6) North 49?22'28" West, a distance of 8.41 feet; (7) North 65?46'02" West, a distance of 30.05 feet; (8) South 54?50'25" West, a distance of 5.48 feet; (9) North 40?45'12" West, a distance of 48.68 feet; 53688521 Page 41 of 77 07/09/2020 06:10 PM (10) North 56?19'58" West, a distance of 156.17 feet; (11) North 57?58'20" West, a distance of 145.68 feet; (12) North 75?17'24" West, a distance of 42.80 feet; (13) North 83"31'11" West, a distance of 86.58 feet; (14) North 83"31'11" West, a distance of 95.61 feet; (15) North 830035" West, a distance of 187.03 feet; (16) South 80?37'47" West, a distance of 809.03 feet; (17) South 80?01'56" West, a distance of 46.99 feet; (18) South 85?22'16" West, a distance of 35.86 feet; (19) South 86?42'51" West, a distance of 95.79 feet; (20) North 05?28'09" West, a distance of 30.00 feet; (21) North 72?05'27" West, a distance of 480.36 feet: (22) North 49?21'34" West, a distance of 277.55 feet: (23) North 44?46'47" West, a distance of 91.93 feet; (24) North 27?49'54" West, a distance of 198.68 feet: (25) North 23?47'26" West, a distance of 139.41 feet: (26) North 27?22'11" West, a distance of 140.79 feet; (27) North 00?58'58" West, a distance of 695-54 feet; (27) North 14?12'09" East, a distance of 375.02 feet; (28) North 06?23'54" West, a distance of 78.53 feet; (29) North18?25'26" East, a distance of 447.84 feet; (30) South 74?33'15" East, a distance of 65.04 feet; (31) North 24"55'08" East, a distance of 22.18 feet; (32) South 81?55'09" East, a distance of 191.39 feet; (33) North 42"08'32" East, a distance of 43.36 feet; thence leaving bulkhead and along lands of Conrail South 82?20'38" East, a distance of 644.83 feet; thence continuing along lands of Conrail the 11 following courses and distances: (1) South 16?15'57" East, a distance of 120.19 feet to a point of curvature; (2) by a curve to right having a radius of 653.39 feet and a central angle of 54?52'25" an arc length of 625.77 feet a chord which bears South 44?45'52" East 602.12 feet; (3) South 82?10'05" East, a distance of 379.22 feet; (4) South 81 ?54'46? East, a distance of 281 .13 feet; (5) South 82?09'55" East, a distance of 185.06 feet; (6) South 822237" East, a distance of 375.54 feet; (7) South 82?19'05" East, a distance of 329.39 feet; (8) South 81 ?5205" East, a distance of 339.43 feet; (9) South 82?21'18" East, a distance of 639.33 feet; (10) South 82?07'25" East, a distance of 230.24 feet to a point of curvature; (11) by a of a curve to the right having a radius of 1028.90 feet and a central angle of 18?15'10" an arc length of 327.78 feet a chord which bears South 326.40 feet; thence South 07?48'50" West, a distance of 86.27 feet to a point in line of lands owned by the City of Philadelphia; thence along lands of Philadelphia the 16 following courses and distances: (1) by a curve to the left having a radius of 499.91 feet and a central angle of 22?54'36" an arc length of 199.89 feet a chord which bears South 82?53'51" West 198.56 feet; (2) South 68?52'37" West, a distance of 368.16 feet to a point of curvature; (3) by a curve to the left having a radius of 759.85 feet and a central angle of 9?50'11" an arc length of 130.45 feet a chord which bears South 74?48'53" West 130.29 feet; (4) South 79?06'45" West, a distance of 310.68 feet; (5) South 74?37'16" West, a distance of 96.75 feet; (6) South 56?20'07" West, a distance of 70.00 feet; (7) South 64?28'35" West, a distance of 251 .25 feet; 53688521 Page 42 of 77 07/09/2020 06:10 PM (8) South 67?27'07" West, a distance of 302.11 feet; (9) South 67?27'07" West, a distance of 402.58 feet; (10) South 67?27'07" West, a distance of 141.14 feet; (11) South 53?20'14" West, a distance of 50.00 feet; (12) South 23?28'34" East, a distance of 32.51 feet; (13) South 23?28'34" East, a distance of 299.99 feet; (14) South 35?54'01" East, a distance of 737.38 feet; (15) South 16?59'51" East, a distance of 113.90 feet; (16) South 44?15'26" East, a distance of 25.66 feet; thence South 74?54'45" West, a distance of 126.56 feet to the Point of Beginning. Containing 141.00 Acres. more or less. - 3143 W. Passyunk Ave PARCEL B-3 (Point Breeze Description. (Parcel B-3) Beginning at a point on the right of way of Moore street; thence along the southern right of way of Moore Street South 76?59'06" East, a distance of 85.84 feet; thence continuing along said right of way South 76?04'48" East, a distance of 329.50 feet to a point on the western right of way line of 35th street; thence along the western right of way line of 35th Street South 13?57'01" West, a distance of 518.75 feet; thence South 82?07'46" East, a distance of 497.03 feet to a point on the western right of way line of 34th Street; thence along the western right of way line of 34th Street South 20?22'25" West, a distance of 139.66 feet to a point on the southern right of way line of Maiden Lane; thence along the southern right of way line of Maiden Lane South 64?11'02" East, a distance of 1256.82 feet to a point of curvature; thence by a curve to the right entering the western side of 26th Street having a radius of 491.39 feet and a central angle of 18?49'29" an arc length of 161.45 feet and a chord which bears South 55?27'35" East 160.72 feet; thence along the western side of 26th Street the eight following courses and distances: (1) South 43?44'58" West, a distance of 2.95 feet; (2) South 40?36'48" East. a distance of 169.81 feet; (3) South 37?29'46" East, a distance of 210.70 feet; (4) South 37?08'53" East, a distance of 599.67 feet; (5)South 37?13'25" East, a distance of 255.57 feet; (6) South 45?31'16" West, a distance of 2.49 feet; (7) South 34?13'50" East, a distance of 144-39 feet; (8) South 33?56'02" East, a distance of 266.03 feet; thence leaving the western side of 26th Street and going along the northern side of lands of Conrail the 24 following courses and distances: (1) North 81 ?59'00" West, a distance of 236.77 feet; (2) North 58?22'13" East, a distance of 33.81 feet; (3) North 74?29'15" West, a distance of 121 .44 feet; (4) North 76?18'45" West, a distance of 250.63 feet; (5) North 84?05'02" West, a distance of 285.50 feet; (6) South 47?15'52" West, a distance of 15.18 feet; (7) North 75?52'55" West, a distance of 46.21 feet; (8) North 82?02'14" West, a distance of 525.00 feet; (9) North 02?36'38" East, a distance of 6.00 feet; (10)North 82?03'42" West, a distance of 209.46 feet; (11) North 82?26'26" West, a distance of 197.26 feet; (12) North 82?16'24" West, a distance of 149.97 feet; (13)North 82?06'49" West, a distance of 452.25 feet; (14) South 11?06'33" West, a distance of 15.19 feet; (15) North 81?57'23" West, a distance of 288.33 feet; (16) North 80?02'02" West, a distance of 92.49 feet; 53688521 Page 43 of 77 07/09/2020 06:10 PM (17)North 83?48'02? West, a distance of 66.93 feet: (18) North 79?34'03" West, a distance of 240.34 feet to a point of curvature; (19) by a curve to the right having a radius of 665.76 feet and a central angle of 55?53'57" an arc length of 649.53 feet and a chord which bears North 53?19?49" West 624.07 feet to a point of compound curvature; (20) by a compound curve to the right having a radius of 733.68 feet and a central angle of 44?51'23" an arc length of 574.39 feet and a chord which bears North 00?47'49" East 559.84 feet; (21) North 21 ?41'17" East. a distance of 358.44 feet; (22) North 26?05'47" East, a distance of 92.79 feet; (23) South 82?19'34" East, a distance of 223.64 feet; (24) North 13?55'44" East, a distance of 990.16 feet to the Point of Beginning. Containing 106.64 Acres,more or less. - 3143 W. Passyunk Ave PARCEL B-4 (Point Breeze Description. (Parcel 34) Beginning at a point on the northerly side of Moore street with the centerline of the said former 36th Street, stricken from the city plan at 50 feet wide; thence along the centerline of the said former 36th Street North 13?59?19" East, a distance of 240.14 feet to a point on the southerly side of the said former Fish House Lane (at 23.208 feet wide); thence along the said former Fish House Lane the following 5 courses and distances: (1) North 79?29'59" West, a distance of 30.06 feet; (2) North 13?59?1 9" East, a distance of 23.25 feet; (3) South 79?29'59" East, a distance of 495.93 feet; (4) South 13?59'19" West, a distance of 23.25 feet; (5) North 79?29?59" West, a distance of 25.05 feet to a point on the centerline of the said former 35th Street (50 feet wide); thence along the the centerline of said former 35th Street South 13?59'19" West, a distance of 266.97 feet to a point on the northerly side of Moore Street; thence along the northerly side of Moore Street North 76?00'41" West, a distance of 440.00 feet to the point of Beginning. Containing 2.83 Acres, more or less. PARCEL C: SRTF (street side) Description. ALL THAT CERTAIN tract or piece of land. SITUATE in the Forty-eighth Ward of the City of Philadelphia, described in accordance with an ALTAJACSM Land Title Survey made by Ludgate Engineering Corporation dated 57172012, as follows, to wit: Beginning at a point on the eastern side of Essington Avenue and a corner of lands of Paci?c Atlantic Terminal; thence along lands of Pacific Atlantic Terminal South 82?10?16" East, a distance of 367.00 feet; thence continuing along said lands South 77?59'17" East, a distance of 668.27 feet to a point of curvature; thence by a curve to the left having a radius of 1463.35 feet and a central angle of 25?44'18" an arc length of 657.36 feet a chord which bears South 18?58'02" East 651 .85 feet; thence South 31 ?50'1 1" East a distance of 827.78 feet; thence South 31?50'11" East, a distance of 1456.50 feet; thence along Mingo Creek South 58?16'51" West, a distance of 2698.79 feet; thence North 64?39'14" West, a distance of 673.96 feet to a point on the eastern side of Mingo Avenue; thence along Mingo Avenue North 00?03'26" West, a distance of 1413.86 feet to a point on the eastern side of Essington Avenue; thence along Essington Avenue North 10?51'10" East, a distance of 2507.54 feet to the Point of Beginning. Containing 171.13 Acres, more or less. PARCEL D: SRTF (river side) Description. 53688521 Page 44 of 77 07/09/2020 06:10 PM ALL THAT CERTAIN tract or piece of land. SITUATE in the Forty?eighth Ward of the City of Philadelphia, described in accordance with an ALTNACSM Land Title Survey made by Ludgate Engineering Corporation dated 57172012, as follows, to wit: Beginning at a point a corner of lands of Paci?c Atlantic Terminal; thence along lands of Paci?c Atlantic Terminal South 89?16'27" East, a distance of 989.92 feet to a point on the west side of the Schuylkill River; thence along said river the 4 following courses and distances: (1) South 03?54'17" East, a distance of 294.1 5 feet: (2) South 15?35'28" East. a distance of 973.86 feet: (3) South 15?35'28" East, a distance of 196.10 feet: (4)South 29?06'56" East, a distance of 955.16 feet: thence South 54?55'41" West, a distance of 467.65 feet to a point on the east side of lands of Paci?c Atlantic Terminal; thence along lands of paci?c Atlantic Terminal the three following courses and distances: (1) North 31?50'11" West, a distance of 1423.21 feet: (2) North 31 ?5011" West, a distance of 857.35 feet to a point of curvature; (3) by a curve to the right having a radius of 1397.46 feet a central angle of 26?08'53" an arc length of 637.75 feet a chord which bears North 18?45'45" West a distance of 632.23 feet to the Point of Beginning. Containing 39.90 Acres, more or less. PARC EL E: West Yard Description. ALL THAT CERTAIN tract or piece of land. SITUATE in the Forty-eighth Ward of the City of Philadelphia, described in accordance with an ALTNACSM Land Title Survey made by Ludgate Engineering Corporation dated 571/2012, as follows, to wit: Beginning at a point on the southern right of way of Passyunk Avenue and a corner of lands of now or late Thy B. Ma; thence along said lands of Ma and along lands of now or late Joseph 8 Rosanna Mitchell South 69?19'58" East, a distance of 315.10 feet to a point a corner of lands of the now or late Phing Tan and Khanh Buu Huynh; thence along said lands and lands of Passyunk Avenue Realty En. North 82?44'45" East, a distance of 601 .48 feet to a point a corner of the now or late lands of Passyunk Avenue Realty En: thence along said lands South 61 ?00'00" East. a distance of 218.91 feet: thence South 68?14'30" East, a distance of 251 .05 feet; thence along lands of Auto Recycling Real Estate North 88?16'32" East, a distance of 288.19 feet; thence continuing along said lands and along lands of S.R.S. Inc. North 35?03'05" East, a distance of 1800.00 feet near the Schuylkill River; thence in and along the Schuylkill Riverthe 10 following courses and distances: (1)South 80?39'14" East, a distance of 401 .15 feet; (2) South 42?01 '03" East. a distance of 297.66 feet; (3) South 04?55'59" West. a distance of 350.17 feet; (4) South 15?52'29" West, a distance of 487.33 feet; (5) South 23?42'54" West, a distance of 196.89 feet; (6) South 22?35'18" West, a distance of 384.45 feet; (7) South 14?15'27" West, a distance of 121.55 feet; (8) South 15?59'35" West, a distance of 21 9.74 feet; (9) South 21 ?40'33" West, a distance of 445.70 feet; (10) South 23?20'44" West. a distance of 324.02 feet to a point a corner of lands of Convoy Realty LP: thence along lands of Convoy North 63?18'58" West, a distance of 1362.47 feet; thence North 07?11'32" East, a distance of 231 .25 feet to a point of curvature; thence by a curve to the left having a radius of 5000.00 feet and a central angle of 1?29'17" an arc length of 129.85 feet a chord which bears North 70?46'37" West 129.85 feet: thence along lands of Point Breeze Terminal LLC the eight following courses and distances: (1) North 67?11'05" West, a distance of 14.72 feet; (2) South 83?51 '36" West. a distance of 839.02 feet; 53688521 Page 45 of 77 07/09/2020 06:10 PM (3)North 60?55'04" East, a distance of 31.00 feet; (4) North 25?30'00" East, a distance of 145.00 feet; (5) North 00?00'00" East, a distance of 50.83 feet; (6) North 00?00'00" East, a distance of 41 .00 feet; North 85?21'56" West, a distance of 972.06 feet; (8) North 07?07'07" East, a distance of 171 .91 feet to a point on the southern side of Passyunk Avenue; thence along the southern side of Passyunk Avenue the three following courses and distances: (1) North 74?48'30" East, a distance of 226.91 feet; (2) South 15?11'30" East, a distance of 6.00 feet; (3) North 74?48'30" East, a distance of 349.28 feet to the Point of Beginning. Containing 80.84 Acres, more or less. PARCEL (former premises ELIMINATED FROM COMMITMENT PARCEL (former premises REPLACED BY PREMISES 3-4 PARCEL - In 2 ParcelsiParcel H-1 and Parcel H-2 ALL THOSE CERTAIN tracts, pieces or parcels of land, situate former 36th Street and Moore Street, 36th Ward, City of Philadelphia, Commonwealth of as shown on a plan prepared by Van Demark 8 Engineers, Planners and Surveyors, Wilmington, Delaware, Drawing No. 39945-F, dated April 23, 2010, entitled ?Subdivision Plat, Premises prepared for Sunoco, Inc." and being more particularly described as follows, to wit: PARCEL BEGINNING at a point, the intersection of the northerly side of Moore Street, shown on the city plan and legally open at 50 feet wide, with the centerline of former 36th Street, stricken from the city plan at 50 feet wide, being the southwesterly comer of Premises Sunoco Propane Terminal (13-8-2373) on a easterly line for land now or formerly of CSX Transportation, Inc. (13-8-2414); THENCE through the said land now or formerly of CSX Transportation, Inc. the seven (7) following described courses and distances: (Courses 1 through 3 along or near a 6 foot chain link fence) 1. North 68? 50' 44" West, 77.400 feet to a point; North 18? 57' 36" East, 199.926 feet to a point; North 23? 20' 54" East, 201.193 feet to a fence corner; North 25? 18' 02" East, 84.179 feet to a point; North 27? 45' 33" East, 22.761 feet to a point; and South 68? 50' 44" East, 43.650 feet to a point, the northwesterly comer for the herein described Parcel on the westerly line of the said former 36th Street; (Course 7 along the said westerly side of former 35th Street, being the westerly line for the said Parcel 7. South 21? 09' 16" West, 245.524 feet to a point on the northerly side of former Fish House Lane, at 23.208 feet wide; 9"?"wa THENCE along the northerly side, westerly terminus and southerly side of the said former Fish House Lane the three (3) following described courses and distances: 1. North 72? 20' 02" West, 5.018 feet to a point; 2. South 21? 09' 16" West, 23.250 feet to a point; and 53688521 Page 46 of 77 07/09/2020 06:10 PM 3. South 72?20'02" East, 30.064 feet to a point on the said centerline of former 36th Street; THENCE along the said centerline of former 36th Street, South 21? 09' 16" West, 240.143 feet to the point and place of Beginning. CONTAINING within said metes and bounds, 33,558 square feet (0.770 acres) of land, being the same, more I633. PARCEL H-2 BEGINNING at a point, a southeasterly corner for the above described Parcel the intersection of the westerly side of former 36th Street, stricken from the city plan at 50 feet wide, with the northerly side of former Fish House Lane, at 23.208 feet wide, being on a southeasterly line for land now or formerly of CSX Transportation, Inc. (13-3-2414), said point being measured the four (4) following courses and distances from the intersection of the northerly side of Moore Street, shown on the city plan and legally open at 50 feet wide, with the centerline of the said former 36th Street; (Course 1 along the centerline of said former 36th Street) 1. North 21? 09' 16" East, 240.143 feet to a point on the southerly side of the said former Fish House Lane; (Course 2 through 4 along the said former Fish House Lane) 2. North 72? 20' 02" West, 30.064 feet to a point; 3. North 21? 09' 16" East, 23.250 feet to a point; and 4. South 72? 20' 02" East, 5.018 feet to the Point of Beginning; THENCE from said point of Beginning, through the said land now or formerly of CSX Transportation, Inc. the two (2) following courses and distances: (Course 1 along an easterly line for the said Parcel 1. North 21? 09' 16" East, 245.524 feet to a point; and 2. South 68? 50' 44" East, 25.000 feet to a point on the centerline for the said formerly 36th Street; THENCE along the said centerline of the former 36th Street, South 21? 09' 16" West, 244.000 feet to a point on the said northerly side of former Fish House Lane; THENCE along the said northerly side of former Fish House Lane, North 72? 20' 02" West, 25.046 feet to the point and place of Beginning. CONTAINING within said metes and bounds, 6,119 square feet (0.140 acres) of land, being the same, more or less. CONTAINING within said metes and bounds for Parcels and a total of 39,677 square feet (0.911 acres) of land, being the same, more or less. 53688521 Exhibit 2 Page 47 of 77 07/09/2020 06:10 PM Addresses and Of?ce of Property Assessment Identi?cation Numbers Property Address Title Holder Office of Property Corresponding Parcel Assessment ID Nos. 3600 Lanier Avenue Sunocor Inc. 885044000 Parcel A 3000 Penrose Ferry Rd 884095400 Parcel A 3002 Penrose Ferry Rd 884095500 Parcel A 3404 Penrose Avenue 884096500 Parcel A 3144 W. Passvunk Atlantic Re?ning and 884097000 Parcel B-I Avenue Marketing Corp 3143 ARMC 884097200 Parcel B-2 and Parcel B-3 Avenue 3515 Moore Street ARMC 884214115 Parcel B-4 6900 Essington 884096700 Parcels Avenue 3701 63'rd Street ARMC 884097110 Parcel 6300 Passyunk ARMC 884097130 Parcel Avenue 6030 ARMC 884097140 Parcel Avenue As of 8714712, the City Sunoco, Inc. As of 8714312, the City Parcels H-1 and 1-1-2 1 of Philadelphia has not of Philadelphia has not assigned a property assigned a tax parcel address number 1 These parcels were conveyed by SX Transportation. Inc? to Sunoeo, Inc. by Quitclaim Deed dated November 28, 2011, ?led of record on November 30. 2011. in the Of?ce of the Department of Records, City of Philadelphia. Conunonu-ealth of as Document Number 52417916. 53688521 Page 48 of 77 07/09/2020 06:10 PM Attach ment A NAME OF REPORT DATE PREPARED FOR Current Conditions Report June 2004 Sunoco, Inc. No. 1 Tank Farm Site June 2005 Sunoco, Inc. Characterization Report (SCR) ADI-4, No. 4 Tank Farm SCR August 2005 Sunoco, Inc. ADI-6, Girard Pt. Chemicals September 2006 Sunoco, Inc. Area SCR Notice of Intent to Remediate October 2006 Sunoco, Inc. ADI-5, Girard Pt. South Tank Field August 2007 Sunoco, Inc. SCR Pt. Breeze North Yard SCR September 2008 Sunoco, Inc. ADI-9, Schuylkill River Tank Farm August 2009 Sunoco, Inc. SCR ADI-2, Pt. Breeze Processing September 2010 Sunoco, Inc. Area SCR ADI-3, Pt. Breeze Impoundment Area September 2010 Sunoco, Inc. SCR ADI-7, Girarcl Pt. Fuels Area SCR September 2010 Sunoco, Inc. SCRIRIR June 201 Sunoco, Inc. 1, September 2011 Sunoco, Inc. Work Plan for Site Wide Approach November 201 1 Sunoco, Inc. under the One Cleanup Program AOI-S Plan December 201 1 Sunoco, Inc. ADI-8 January 2012 Sunoco, Inc. February 2012 Sunoco, Inc. ADI-6 September 2013 Sunoco, Inc. ADI-4 SCRIRIR October 20l3 Sunoco, Inc. Final Report June 2013 Sunoco, Inc. ADI-7 Addendum September 2013 Sunoco, Inc. iite Wide Lead Human Health Risk February 2015 Evergreen Resources Group ssessment AOI-9 RIR December 2015 Philadelphia Re?nery Ops. AOI-10 Ecological Risk Assessment June 2016 Evergreen Resources Mgmt. for Sediment in Lands Creek 53688521 Page 49 of 77 07/09/2020 06:10 PM Attachment A RIR August 2016 Philadelphia Re?nery Ops. AOI-S RIR January 2017 Philadelphia Re?nery Ops. ADI-7 RIR June 2017 Philadelphia Re?nery Ops. AOI-9 RIR Addendum February 2017 Philadelphia Re?nery Ops. AOI-3 RIR March 2017 Philadelphia Re?nery Ops. ADI-4 RJR March 2017 Philadelphia Re?nery Ops. AOI-2 RIR July 2017 Philadelphia Re?nery Ops. ADI-6 RIR November 2017 Philadelphia Re?nery Ops. ADI-8 RIR December 2017 Philadelphia Re?nery Ops. 53688521 Page 50 of 77 07/09/2020 06:10 PM ATTACHMENT See attached. 53688521 Page 51 of 77 07/09/2020 06:10 PM @993 Of r? ramming-ac June 18. 2020 Mr. Jeremy Grey Hilco Redevelopment Partners ll 1 S, Wacker Suite 3000 Chicago, IL 60606 Re: Soil Management Plan Approval PF No. 780I90 PES Philadelphia Re?nery 3144 Passyunk Avenue City of Philadelphia Philadelphia County Dear Mr. Grey: The Department Protection (DEF) reviewed the June 15, 2020 document titled ?Soil Management Plan,? (plan) for the property referenced above. The plan was prepared by Philadelphia Holdings, LLC (HRP). The Philadelphia Energy Solutions site entered Land Recycling Program, administered through the Land Recycling and Environmental Remediation Standards Act (Act in 2006. The Act 2 cleanup is being performed by Evergreen Resources Management. Evergreen is also participating in and US. One Cleanup Program. The Soil Management Plan describes how l-lRJ? will further characterize contamination in soil, categorize soil for reuse at the Site, manage contaminated soil and waste: integrate site grading with remedy implementation, and perform this work in a manner compatible with Act 2 cleanup requirements. .1315? has reviewed the Soil Management Plan in cooperation with US. DIEP hereby approves the plan for the P135 Philadelphia Re?nery site. Insofar as the plan describes anticipated Act 2 remedies for the site, the approval expressed herein does- not represent an approval ot'any future Act 2 cleanup plan. Thank you for your cooperation in working with [3151? in the remediation of this site. If you have any questions or need Further information regarding this matter, please contact C. David Brown at cdhrown??lpagov or by telephone at 4 861.250.5592. Sincerely, (b . Ragcsh R. ?atel Regional Manager Environmental Cleanup and Brownlields Southeast Regional Office East Main Street Norristown, PA 19401-4915 4842505960 Fax 484.250.5961 Mr. Grey CC: Mr. CullinanmEvergreen Mr. Barksdale PIES Mr. Region 3 Philadalphia Health Department l?hifadelphia Philadelphia Law Mr. Shankar, RE. Mr. Glass, Esq. Regional File in.) 53688521 Page 52 of 77 07/09/2020 06:10 PM June 18, 2020 53688521 Page 53 of 77 07/09/2020 06:10 PM FINAL SOIL MANAGEMENT PLAN 3144 Passyunk Avenue, PA Prepared by HRP Philadelphia Holdings, LLC June 15, 2020 HRP Philadelphia Holdings, LLC has prepared this Soil Management Plan (the ?Plan?) for review and approval by the Department of Environmental Protection and the United States Environmental Protection Agency This Plan describes HRP's anticipated pre-excavation characterization, soil grading, and soil reuse activities during redevelopment of the PES Facility, commonly referred to as the Philadelphia Refinery (the ?Site"), and approach for managing soils at the Site during redevelopment. The Site contains approximately 1,300 acres of land with an address of 3144 Passyunk Avenue, Philadelphia, 19145. This Plan describes how onsite soils will be sampled prior to grading, relocation, and disturbance, and how decisions will be made about where such soils can be placed at the Site as part of the bulk movement of soil during redevelopment activities. HRP has prepared this Plan not only to describe its approach to soil management in connection with its redevelopment activities but also to be consistent with Sunoco?s site-wide remediation activities pursuant to the following two agreements: (1) the Settlement Agreement and Covenant Not To Sue among EPA, Philadelphia Energy Solutions Refining and Marketing LLC and Philadelphia Energy Solutions LLC, Docket Number (?Settlement Agreement?), and (2) the Consent Order and Agreement among PADEP, Sunoco, Inc. n/kfa Sunoco LLC, and PESRM dated August 14, 2012 The is commonly referred to as the Buyerx'Seller Agreement and provides that Sunoco will have the sole authority to address ?Pre-Existing Contamination? as that term is defined in the Buyer/Seller Agreement at the Site in accordance with the Land Recycling and Environmental Remediation Standards Act ("Act The Settlement Agreement recognizes that the Site is being addressed in accordance with the One Cleanup Program Memorandum of Agreement (the between PADEP and EPA dated April 21, 2004.3 Thus, HRP understands that PADEP is coordinating its review of Sunoco?s characterization and remediation activities at the Site with EPA, so that 1 While we understand that Evergreen Resources Management Operations, a series of Evergreen Resources Group, LLC, is now managing the legacy remedial work for Philadelphia Refinery Operations, a series of Evergreen Resources Group, LLC (?Evergreen?) and Sunoco LLC, for clarity, Sunoco, Inc. nfkfa ETC Sunoco Holdings LLC, Sunoco, Inc. ny?kfa Sunoco M), LLC and Evergreen shall be referred to collectively as ?Su noco? in this Plan. 2 Sunoco, Inc. originally entered the Site in Pen Land Recycling Program in October 2006 through the submission ofa Notice of Intent to Remediate 3 Settlement Agreement, Para. 17. 53688521 Page 54 of 77 07/09/2020 06:10 PM Sunoco can integrate and harmonize remedial obligations under the corrective action program pursuant to the Resource Conservation and Recovery Act with the environmental work that it is performing under Act 2.?1 Sunoco intends to utilize a combination ofthe statewide health and site-speci?c cleanup standards under Act 2 in implementing the Buyer/Seller Agreement. As part of its work under Act 2, Sunoco and PADEP have developed a specific target list of regulated substances as set forth in Table 1 that are the focal point of characterization and future remediation activities at the Site. HRP and/'or its affiliates anticipate acquiring the ownership interests in PES Holdings, LLC, which is the single owner of PESRM, the current owner of the Site. The ?Effective Date" of this Plan is the date on which (1) HRP has acquired the ownership interests in PES Holdings, LLC, (2) this Plan, in a form acceptable to Sunoco and HRP, has been approved by PADEP and EPA, (3) PADEP shall have agreed to an amendment to the BuyerISeller Agreement acceptable to Sunoco and HRP and consistent with this Plan, and (4) Sunoco and HRP shall have entered into a separate agreement further defining their rights and obligations relating to the Site. As of the Effective Date of this Plan, HRP5 will be required to follow the terms of the Soil Management Plan pursuant to Section 5.c of the Buyer/Seller Agreement. Final approval of this Plan is subject to Sunoco's, and approval of an amendment to the Buyer/Seller Agreement,6 Sunoco?s and approval of amendments to the vesting deeds, and Sunoco and HRP entering a separate agreement further defining their rights and obligations relating to the Site. 1. Background and Objectives HRP intends to redevelop the Site into a state of the art, multimodal industrial park with ancillary rail infrastructure, energy infrastructure, marine capabilities, and commercial uses. A conceptual master plan for redevelopment of the Site is shown on Figure 1. HRP is aware of the known soil and groundwater impacts at the Site associated with the Site's use for petroleum refining and, a See EPA Region 3! Department of Environmental Protection ?Streamlining the Process for the One Cleanup Program Under September 2005. 5 For ease of reference, we refer to HRP in this Plan; however, from and after the acquisition of PBS Holdings, LLC by HRP andfor an affiliate thereof of HRP, HRP as used herein shall mean PESRM and any other person or entity which owns all or any portion of the Site, together with HRP and/or its affiliates which are responsible for the redevelopment andfor operations at the Site. 5 Section 1? of the Consent Order and Agreement dated January 15, 2020, by and among PADEP and PESRM provides that: he Department acknowledges that PESRM or the New Facility Owner, as applicable, may seek redevelopment of the Facility for alternative purposes, including other commercial or industrial uses, and agrees to work as expeditiously as possible and in good faith with PESRM or the New Facility Owner in the approval, if required, of a commercially reasonable soil management work plan or similar approvals that permits and is otherwise consistent with any such redevelopment. Accordingly, the Department will not object to any amendments to the Consent Order and Agreement entered into on August 141, 2012, by and among the Department, Sunoco, Inc. (REM), and PESRM (hereinafter, the ?Buyer-Seller Agreement?), as necessary to effect the foregoing. Except as set forth above, nothing in this Consent Order and Agreement is intended, nor shall it be construed, to modify the Buyer- Seller Agreement, which shall remain in full force and effect, unless modified per its terms.? 53688521 Page 55 of 77 07/09/2020 06:10 PM accordingly, will use the Site only for non-residential purposes. This use restriction will be reflected in one or more environmental covenants for the Site. HRP's redevelopment approach introduces an opportunity to integrate cleanup activities with redevelopment of the Site. Specifically, many of the anticipated development components building slabs, drive aisles, parking lots, new roadways, and other paved areas as described in cleanup plans to be submitted to PADEP) will serve as barriers to exposure and/or infiltration, and will be used to achieve the site-specific standard under Act 2 for soils at the Site. Table 2 lists examples of anticipated development components and the functions that they will serve in connection with use of the site?specific standard under Act 2 for soils at the Site. A key element of redevelopment plan involves raising the ground surface elevations on the portion of the Site east of the Schuylkill River above base flood elevations. Some of the ground surface elevations at the Site are currently below base flood elevations while other areas are above base flood elevations. As such, HRP intends to move soils from locations with higher ground surface elevations to areas with lower ground surface elevations so that the final grades for all areas of the Site east of the Schuylkill River achieve the design standard of being above the base flood elevation as established by the Federal Emergency Management Agency Specifically, all parking lots will be above the BFE and all building floor slabs will be more than 4 feet above the BFE. All building floor slabs will also be above the SUD-year floodplain. None of the soils that are moved as part of the regrading process will be placed in areas below the groundwater table. Key objectives of the Soil Management Plan are: 1. To retain and reuse all soils that are excavated or disturbed by HRP at the Site in order to balance grades and achieve elevations necessary for redevelopment. 2. To facilitate movement of soils by HRP within each of the portions of the Site on the east and west sides of the Schuylkill River, respectively no movement of soils will occur between the east and west sides of the Schuylkill River]. 3. To establish requirements for HRP's sample collection and analysis for determining the manner in which excavated soils will be placed and reused onsite and for ensuring that sufficient data for future work under Act 2 is available to substantially limit the need for additional sampling by Sunoco lie, for purposes of site characterization, risk assessments and cleanup plans). HRP understands that Sunoco?s anticipated cleanup approach for the Site may rely on the assumption that certain impacted soils would remain at depths where they would not be accessible by relevant receptors at the Site and/or would be subject to different cleanup standards under Act 2 for subsurface soils at nonresidential properties soils at depths of greater than two feet below ground surface To ensure that this Plan is fully aligned with Sunoco?s anticipated cleanup approach, if such impacted soils are relocated by HRP to achieve 53688521 Page 56 of 77 07/09/2020 06:10 PM necessary redevelopment elevations, those soils will be placed in accordance with the reuse options specified in Table 3. Based on the planned redevelopment of the Site, most soils at the Site will ultimately be located beneath a development component that will serve as an exposure barrier placed under building pads, drive aisles, parking lots, roadways or other features that will function as exposure barriers). Accessible surface soils will only be present in limited areas of the Site landscape areas). Surface soils in these accessible areas will consist of either (1) imported material or (2) soils from the Site that have been identified as appropriate for this use in accordance with Table 3. Imported soil used as surface soil will be either clean fill or regulated fill under PADEP's Management of Fill Policy (PADEP, 2020), as appropriate, and soils from the Site will only be considered appropriate for use as surface soil if a risk assessment demonstrates attainment of the site-speci?c standard. To the extent that soils are transported offsite for disposal, such soils will be managed in accordance with applicable legal requirements. Anticipated cut and fill areas at the Site are shown on Figure 2. HRP has taken care to avoid known areas of light nonaqueous phase liquid in the anticipated cut areas. Specifically, final cut and fill plan will be designed to leave a minimum two foot buffer between the bottom of cut areas and the top of known LNAPL plumes. 2. Sequencing and Coordination - Decommissioning and Bulk Soil Movement Decommissioning, demolition, soil grading, and redevelopment will occur in phases across the Site. Timing of the soil pre-excavation sampling described in this Plan and subsequent bulk soil movement will be coordinated with decommissioning and demolition schedules in each phase. During decommissioning and demolition, areas of the Site that were previously inaccessible will become accessible areas currently beneath process units). Sunoco has reviewed the extensive sampling activities that have been completed at the Site to date and has identified 17 areas where the presence of process units or other features have precluded sampling from being performed beneath those process units or other features. These areas are shown on Figure 3 and have been divided into 20 cells. HRP will coordinate with Sunoco to allow Sunoco to visually inspect these areas as they become accessible. Based on the results of its visual assessment, Sunoco will complete additional investigation and sampling in the areas shown on Figure 3, as follows: 0 Soil borings will be advanced in each cell in accordance with 25 Pa. Code 250.408. We expect the number of borings to be between one and four borings per cell, though the actual number of borings will be based on visual observations of the ground surface and visual and field screening observations during boring installation. Sunoco will make the determination of the location and number of soil borings in each cell based on the ?eld conditions that are encountered. Borings will be completed to the observed groundwater table. 53688521 Page 57 of 77 07/09/2020 06:10 PM In areas that will be filled by HRP soil will be added) as part of redeveIOpment of the Site or will be left undisturbed, one surface soil sample and one subsurface soil sample will be collected from each soil boring. The depth of the subsurface sample will be selected based on visual observations and field screening results. 0 In areas that will be cut by HRP soil will be removed) as part redevelopment of the Site, one surface soil sample, one soil sample from the depth interval representing the new surface soil stratum that will be created by soil removal, and one soil sample from the depth interval representing the new subsurface soil stratum that will be created by soil removal will collected from each boring. The depth of the subsurface sample will be selected based on visual observations and field screening results. 0 The soil samples will be analyzed for the regulated substances on the target compound list included in Table 1. In areas where storage tanks are present that will be removed as part of decommissioning and demolition activities, HRP will proceed with closure and removal of storage tanks in accordance with requirements under 25 Pa. Code Chapter 245 and technical guidance issued by PADEP entitled Closure Requirements for Aboveground Storage Tank Systems (PADEP, 2017). HRP will also complete the appropriate soil assessment activities pursuant to tank closure requirements. In each phase of the redevelopment process, assessment of newly accessible areas by Sunoco as described above and soil characterization by HRP in connection with removal of storage tanks as described above will be completed prior to bulk soil movement in such areas so that the results of such assessment activities can be used in conjunction with planning for redevelopment and remediation. For example, information from the assessment activities may help inform whether newly accessible soils will need to be placed under caps as part of the redevelopment process. Information from the assessment activities may also help inform how soil from newly accessible areas will be reused at the Site. If discrete regulated waste materials that are separate from soil or groundwater are identified during the pre-excavation characterization sampling described in this Plan, HRP will coordinate with Sunoco, PADEP, and EPA so that such waste materials drums containing regulated waste or leaded tank bottoms) can be properly addressed in accordance with applicable requirements as described in Section V.A of the Land Recycling Program Technical Guidance Manual (PADEP, 2019). HRP will use reasonable efforts to identify and address such waste materials prior to the start of bulk soil movement in any discrete area. HRP recognizes that such waste materials could also be discovered during soil movement. If this occurs, HRP will coordinate with Sunoco, PADEP, and EPA regarding the manner in which the waste materials will be addressed. HRP also understands that leaded tank bottoms are classified as a listed hazardous 53688521 Page 58 of 77 07/09/2020 06:10 PM waste. If leaded tank bottoms are discovered outside of tanks, HRP will notify Sunoco so that Sunoco can handle the leaded tank bottoms in accordance with approved leaded tank bottom procedures for the Site. 3. Soil Pre-ljxcavation Characterization Sampling Pre-excavation characterization of soils sampling of soils in place before such soils are excavated or disturbed) is an important component of this Plan. Pre-excavation characterization of soils by HRP will allow the soils to be managed consistent with Sunoco?s cleanup approach for the Site. For example, by characterizing soils before they are excavated or disturbed, HRP will manage soils with lead concentrations above the approved site?Specific direct contact standard by placing them beneath development components that will serve as exposure barriers building slabs, drive aisles, parking lots, new roadways, and other paved areas as described in cleanup plans to be submitted to PADEP) rather than placing such soils in areas where future users of the Site are likely to come into contact with such soils. Alternatively, pre-excavation characterization sampling by HRP may identify soils that should remain in place rather than being excavated and moved. The pre?excavation characterization process by HRP will provide important information that will be used in tandem with the extensive soil sampling results that have already been obtained by Sunoco to avoid encountering unanticipated conditions during the excavation process and to refine the grading plans for the Site to ensure that soils that are excavated can be reused on-site. Prior to the start of mass grading activities, HRP will collect soil samples for laboratory analysis in the areas where soils are targeted to be cut (see Figure 2). As mentioned above, HRP has intentionally designed the cut/fill plan for the Site to avoid known areas of LNAPL, and HRP will ensure that any revisions to its cut/'fill plan will likewise avoid known areas of LNAPL. For pre? excavation characterization sampling purposes prior to bulk soil movement, the soil that is proposed to be excavated will be divided into 3-dimensional "cells? of approximately 2,000 cubic yards each. Figure 4 shows a conceptual layout of pre-characterized sampling cells. HRP will submit one discrete and one composite soil sample from each cell for laboratory analysis. Consistent with the sampling protocols in PADEP's January 2020 Management of Fill Policy (PADEP, 2020), HRP will use discrete samples for analysis of volatile organic compounds and composite samples for analysis of semi?volatile organic compounds and lead. This pre-excavation characterization sampling frequency and approach was selected by HRP to maintain general consistency with January 2020 Management of Fill Policy (PADEP, 2020), while also ta king into account the extensive soil sampling that has already been completed at the Site.7 Movement of impacted soil at the Site is not subject to either the Management of 7 There are several reasons why a pre-excavation characterization sampling frequency of one soil sample per 2,000 cubic yards is appropriate for the anticipated soil movement that is planned at the Site: 53688521 Page 59 of 77 07/09/2020 06:10 PM Fill Policy or General Permit No. WMGROQB (Bene?cial Use of Regulated Fill) because the work will be undertaken entirely on?site lie, within a ?project area?) and conditions at the Site are being addressed under Act 2. HRP selected this pre-excavation characterization sampling frequency to be generally consistent with the way that other similar soils are evaluated for use as either clean fill or regulated fill in and to maintain consistency and alignment with Sunoco?s Act 2 activities. Pre-excavation characterization soil sampling results will be shared with Sunoco to be integrated into Sunoco?s Act 2 work as appropriate in accordance with 25 Pa. Code 250.408. A 4?point composite soil sample will be collected from each pre?characterization ?cell? using a direct push drill rig or other similar sample collection method. Soil collected from the four composite soil sample locations will be screened in the field using a photoionization detector and a discrete soil sample will be collected from the location with the highest PID response. The discrete sample from each cell will be analyzed for the VOCs on the target compound list included in Table 1, and the composite sample from each cell will be analyzed for the SVOCs and metals on the target compound list included in Table 1. Based on initial pre- excavation sample results, some samples may also be analyzed via the Precipitation Leaching Procedure to support the development of alternative standards for the soil?to? groundwater pathway, as needed. In addition to the pre-excavation characterization soil samples described above, HRP will collect a discrete soil sample from the next two feet of soil underlying each cell in accordance with Act 2 to evaluate conditions in the stratum of soil that will be uncovered through excavation activities. This sampling will be performed so that the underlying soils in the cut areas soils from approximately 0 to 2 feet below the bottom of a cut) are fully characterized for purposes of Act 2. The discrete soil samples will be analyzed for the regulated substances on the target compound list included in Table 1. Based on its plans for redeveloping the Site, HRP anticipates that most soils that are relocated at the Site will be placed under development components building slabs, drive aisles, parking lots, new roadways, and other paved areas as described in cleanup plans to be submitted to PADEP) that will serve as barriers to exposure and/or infiltration. In addition, HRP anticipates that most soils that are uncovered through bulk soil removal will likewise ultimately be covered by development components. To the extent certain soils are identified as potentially suitable for use in an area not covered by a barrier, additional a. Extensive analytical results are already available for soils at the Site based on previously completed sampling undertaken by Sunoco. The proposed pre?excavation characterization sampling will further characterize the soils to be relocated during redevelopment but will not constitute the complete data set of chemical sampling results available to understand the nature of soil impacts. b. The number of pre-excavation characterization samples will be significant given the volume of soil to be managed, so there will be sufficient data to evaluate concentration statistics. c. Because of the planned redevelopment of the Site, most soils that are moved will ultimately be located under development components that will serve as exposure barriers. 53688521 Page 60 of 77 07/09/2020 06:10 PM sampling, analysis, and risk assessment will be conducted by HRP to confirm that the soils do not pose an unacceptable risk and will attain the site-specific standard. Likewise, to the extent that soils that are uncovered through bulk soil removal will remain exposed upon completion of redevelopment and not covered by a barrier, additional sampling and analysis will be conducted of those soils by HRP to confirm that they may remain uncovered without posing unacceptable risks. Pre?excavation characterization soil sampling results will be provided to Sunoco for use in conjunction with its remediation activities under Act 2, including completion of remedial investigations and risk assessments after such soils are moved to theirfinal location. As described in Section 2 of this Plan, if evidence of discrete regulated waste materials separate from soil or groundwater are identified during the pre-excavation characterization sampling, HRP will coordinate with Sunoco, PADEP and EPA so that such waste materials can be properly addressed in accordance with applicable requirements as described in Section V.A ofthe Land Recycling Program Technical Guidance Manual (PADEP, 2019). 4. Development of Soil Categories The pre-excavation characterization data will be used to divide the soils into categories that will dictate how the soils will be managed. The actual soil categories will depend on the pre- excavation characterization sampling results. However, Table 3 summarizes the soil categories which may be relevant to soil management at the Site in connection with the anticipated redevelopment activities. These categories use the various numeric values for soils that PADEP has developed based on direct contact and soil-to-groundwater pathways to implement the statewide health standard for soils under Act 2 as found in 25 Pa. Code Chapter 250, Tables 3 and 4. The lower of the direct contact and soil?to?groundwater numeric values are used to determine the medium specific concentrations for soils which in turn are dependent on whether the soils are present at residential or nonresidential properties, whether those properties are located overlying groundwater qualifying as used aquifers, and, for soils at nonresidential properties, whether the soils qualify as surface soils or subsurface soils. As used in Table 3, non- residential soil MSCs refer to the MSCs for surface soils at nonresidential properties overlying used aquifers, direct contact numeric values are the values for regulated substances set forth in Tables 3.A and 4.A of 25 Pa. Code Chapter 250, and soil-to-groundwater numeric values are the values for regulated substances set forth in Tables 3.3 and 4.B of 25 Pa. Code Chapter 250. Table 3 refers to two types of caps caps that serve as exposure barriers and caps that serve as impervious barriers. As described in Table 2, building slabs, drive aisles, parking lots, new roadways, and other paved areas as described in cleanup plans to be submitted to PADEP constitute impervious barriers and also serve as exposure barriers. By contrast, caps consisting of soils and porous paving can serve as exposure barriers but not impervious barriers. Table 3 describes the use of the two different categories of caps in a manner that meets the requirements of Act 2 for purposes of attaining the site-specific standard under Act 2. HRP anticipates that most soils that are relocated at the Site will be placed under development components that will serve 53688521 Page 61 of 77 07/09/2020 06:10 PM as caps adequate as engineering controls. If soils are used as a cap, these soils will consist only of either (1) imported material, which will be either clean ?ll or regulated ?ll under PADEP's Management of Fill Policy (PADEP, 2020), or (2) soils from the Site that have been identi?ed as appropriate for use as surface soil, using a risk assessment to demonstrate attainment of the site? specific standard. 5. Soil Relocation Planning The existing soil characterization results, the characterization results associated with decommissioning activities, and the pre-excavation characterization results will be used to assign each ?cell? of soil to a soil category. If the pre?excavation characterization results indicate that the cell qualifies for a different soil category than the existing soil characterization results, the more heavily impacted category will be assigned to that cell. For example, if the pre-excavation characterization results indicate a cell should be classi?ed as containing soils in Category B, but the existing soil characterization results indicate that the soils in the same cell should be classified as Category E, the soils in the cell will be managed as Category E. Likewise, if during bulk soil movement, visual observations or ?eld screening results indicate that a cell appears to be more heavily contaminated than anticipated based on the pre-excavation characterization results and the existing soil characterization results, the soils exhibiting visual or field screening evidence of greater contamination will be re-assigned to the most heavily impacted soil category or additional sampling will be conducted to re-assign a soil category, if warranted based on those sampling results. Because most soils will be located under development components that will serve as caps, this conservative approach to soil categorization is not expected to impede HRP's ability to manage soils at the Site. After pre?excavation characterization data are evaluated and soil categories are assigned to each cell, color-coded plans will be prepared by HRP and provided to Sunoco showing how the soil in each cut area is categorized. These plans will be used by HRP to manage movement of soil from cut to fill areas. Movement of impacted soils will be conducted by HRP under the oversight of a licensed environmental professional who will ensure that soils are managed consistent with this Plan. Figure 5 shows a conceptualized depiction of pre?excavation characterization sampling results. When redevelopment is complete, HRP anticipates that most soils at the Site will be located under development components building slabs, drive aisles, parking lots, new roadways, and other paved areas as described in cleanup plans to be submitted to PADEP) that will serve as barriers to exposure and/or infiltration. If certain soils at the Site are identi?ed as potentially suitable for use in an area not covered by a barrier, additional sampling and analysis will be conducted to support a demonstration that such an area does not pose any unacceptable risk and will attain the site-specific standard consistent with the requirements of Act 2. 53688521 Page 62 of 77 07/09/2020 06:10 PM 6. Additional Issues Relating to Redevelopment Process Remediation Equipment Soil excavation and relocation has the potential to disrupt existing remediation equipment monitoring wells, extraction wells, pipelines and treatment units) and existing utility infrastructure stormwater infrastructure). HRP will make sure that necessary remediation equipment is protected, relocated, or replaced, as needed. HRP intends to decommission the existing wastewater treatment plants at the Site as new stormwater management infrastructure is constructed, in accordance with applicable local and state requirements. The transition to new stormwater infrastructure will be coordinated with the phasing of decommissioning, demolition, soil grading, and development, and HRP will coordinate this transition with Sunoco, which currently relies on operation of the wastewater treatment plants to process effluent from remediation systems. Potential Vapor Intrusion While not the subject ofthis Plan, HRP recognizes the potential for regulated substances present in soil and groundwater and subsurface LNAPL to act as vapor intrusion sources into new buildings constructed at the Site. HRP will install vapor barriers or other vapor mitigation controls (such as subslab venting systems} as part of constructing any buildings or structures at the Site, or, alternatively, will conduct sampling and analysis to demonstrate that such controls are not needed to mitigate potential vapor intrusion into such buildings or structures in accordance with PADEP guidance. 7. Documentation and Next Steps This Plan presents approach for soil management during redevelopment at the Site. At least 30 days prior to the start of any soil disturbance, excavation or grading activities, HRP will submit to Sunoco and PADEP the results (including but not limited to the laboratory data reports) of pre-excavation characterization sampling, updated redevelopment plans, and ?gures showing pre?excavation characterization sampling locations and soil categorization that is consistent with the approach described herein. HRP will track and document movement of soil at the Site, including but not limited to cubic yards of soil moved, coordinates and depths of the existing locations of the soil to be moved, and coordinates of the new soil locations. Such documentation will enable ore-excavation characterization sampling results coupled with soil sampling results collected by Sunoco as part of evaluating areas of concern under Act 2 to be used to demonstrate conditions in areas where soils are moved and placed. The development components that will serve as surface caps as described in Table 2 of the Plan and that are constructed during redevelopment will be documented as adequate engineering controls in a subsequent cleanup plan (or plans) for the Site. HRP understands that plans and descriptions of surface caps will need to be included in the cleanup plants) and that the cleanup 10 53688521 Page 63 of 77 07/09/2020 06:10 PM planlsl will be subject to the Act 2 public involvement process and will coordinate with Sunoco concerning the same. 53688521 Page 64 of 77 07/09/2020 06:10 PM References Commonwealth of Department of Environmental Protection (2020). Management of Fill Policy; Document Number 258-2182-773. Commonwealth of Department of Environmental Protection (2019]. Land Recycling Program Technical Guidance Manual; Document Number 261-0300-101. Commonwealth of Department of Environmental Protection (2017). Technical Document; Closure Requirements for Above Ground Storage Tank Systems; Technical Guidance Number 263-4200-001. Commonwealth of Department of Environmental Protection (2012]. Consent Order and Agreement, in the Matter of: Sunoco, Inc. - Seller, Philadelphia Energy Solutions Refining and Marketing LLC Buyer, Buyer-Seller Agreement re: Philadelphia Refinery. Langan Engineering 81 Environmental Services, Inc. (2015]. Human Health Risk Assessment Report, Philadelphia Refinery, Philadelphia, and Belmont Terminal, Philadelphia, and Marcus Hook Industrial Complex, Marcus Hook, TABLE 1 53688521 Page 65 of 77 07/09/2020 06:10 PM Philadelphia Refinery Target Compound List and Associated Act 2 Soil Cleanup Standards Non-Residential Non-Residential Soil Direct Contact to Groundwater Numeric Value (0-2 EPA Analytical ft bgs) Numerlc Value Target Compound Method CAS No. Volatile Compounds Benzene 8260 71-43-2 290 0.50 1,2-Dibromoethane (E03) 8260 106-93-4 3.7 0.0050 1,2-Dichloroethane (EDC) 8260 107-06-2 86 0.5 8260 100-41-4 890 70 lsopropvlbenzene (Cumene) 8260 98-82-81 10,000 2,500 Methyl Tertiary Butyl Ether 8260 1634-04-4 8,600 2 Naphthalene 8270 91-20-31 760 25 Toluene 8260 108-883 10,000 100 8260 95-63-6 560 35 8260 108-67-8 10,000 210 Xylenes (Total) 8260 1330-20-7 8,000 1,000 Semi-Volatile Compounds Anthracene 8270 120-12-7 190,000 350 Benzola)anthracene 8270 56-55-3 130 430 Benzolalpvrene 8270 50-32-8 12 46 Benzotb)fluoranthene 8270 205-99-2 76 170 Benzolg,h,i)perylene 8220 191-24-2 190,000 130 8270 218-01-9 760 230 Fluorene 8270 8573-? 130,000 3,800 Phenanthrene 8270 85-01-8 190,000 10,000 Pvrene 8220 129-00-0 96,000 2,200 Metals Lead 6010f6020 7439-92-1 1,000 450 Notes: 1. The Act 2 Standards are subject to change, and the Standards in effect at the time of an Act 2 report submittal will apply. 8MP Tables_revised 4(30r'2020 53688521 Page 66 of 77 07/09/2020 06:10 PM TABLE 2 Development Component Functions Exposure lmpervious Develo ment Corn onent Barrier Barrier Surface Soil Layer Imported soil used in accessible areas at the ground surface will be subject to PADEP's Management of Fill Policy (PADEP, 2020). Before using site soil in accessible areas at the ground surface, a risk assessment will be conducted to demonstrates attainment of the site-specific standard. Building Slab Minimum section will consist of 4 inches of concrete over 4 inches of aggregate subbase Parking Lot Minimum section will consist of 3.75 inches of concrete or asphalt over 4 inches of aggregate subbase Roadway Minimum section will consist of 5 inches of concrete and/or asphalt over 4 inches of aggregate subbase Drive Aisle Minimum section will consist of 5 inches of concrete or asphalt over 4 inches of aggregate subbase TABLE 3 Soil Reuse Categories 53688521 Page 67 of 77 07/09/2020 06:10 PM Category Description Reuse Options A Concentrations of target analvtes below non- 50" can be reused? residential 505' MSCS. 11) in areas beneath a surface cap that provides an exposure barrier building slabs, parking lots, roadways, or imported soil) that will serve as an engineering control under Act 2 or (2) in areas not beneath a surface cap leg, as backfill in utility corridors or in landscaped areas) as long as a risk assessment demonstrates attainment of the site-specific standard. Concentrations of target analvtes above Soil can be reused: nonresidential soil-to-groundwater numeric (1) in areas beneath an impervious surface cap values but below the nonresidential direct building slabs, parking lots, or roadways) that will serve as contact numeric valuesfsite-specific lead an engineering control under Act 2 at elevations above the standard, where direct contact values are higher groundwater table or than the nonresidential soil-to-groundwater (2) in areas not beneath a surface cap that are more than numeric values. 500 ft. from a shoreline lie, the edge of the Schuylkill River) as long as a risk assessment demonstrates attainment of the site-specific standard. Concentrations of target analvtes above the Soil can be reused in areas beneath a surface cap that nonresidential direct contact numeric values but provides an exposure barrier le.g., building slabs, parking below the nonresidential soil-to-groundwater lots, roadways, imported soil, or appropriate Site soil) that numeric where the soil-to-groundwater will serve as an engineering control under Act 2. 1'2 numeric values are higher than the nonresidential direct contact numeric values. Concentrations of target analytes above the Soil can be reused in areas beneath a surface cap that nonresidential direct contact numeric values/site- provides an exposure barrier building slabs, parking specific lead standard [Langan, 2015) but below lots, roadways, imported soil, or appropriate Site soil) that site-specific leaching based standards (to be will serve as an engineering control under Act 2. 1'2 calculated by HRP). Concentrations of target analytes above the Soil can be reused beneath an impervious surface cap nonresidential direct contact numeric values/site- building slabs, parking lots, or roadways) that will serve as specific lead standard and above both an engineering control under Act 2 at elevations above the nonresidential soil-to-groundwater numeric groundwater table. values and site-specific leaching-based standards (to be calculated by HRP). Notes: 1. Imported soil used as an exposure barrier will be subject to PADEP's Management of Fill Policy (PADEP, 2020). 2. Site soil will only be considered appropriate for use as an exposure barrier if a risk assessment demonstrates attainment of the site-specific standard. 3. Relocated soil will likely all be placed at elevations above the groundwater table because existing grades are above the groundwater table and the objective of soil relocation is to raise grades in areas of current relative lower elevation. 53688521 Page 68 of 77 07/09/2020 06:10 PM Figure 1 Conceptual Master Plan CONCEPTUAL 69 of 77 07/09/2020 06- 0PM lb 33C _Ym 03W mil?I9 MEI- 40.50 M. OLII ac. ?0.000 LOT I I.Ttl.m LIW WITH 4 M. n11. ?lm a ?.39 m. arr. tunnel oeu?mt LOT I 31.? H. .-.-- Lu. LOT 7 M. I It. CENTER u" 0 M. L?lil'l? L01 ID hmmam In. L?l?lci L01 I. . It. LUV 39.5! M. IT It. nunsL01 ll4.x! 14:. um." I u. 95.. M. .m am: Lll??. IITEIIW MY at! DIEM Mural vacuum?. Als?mcuaoen . - i_ In? ._.I.m.nons It. Mia-?? Lor nth?: "up: nu. CEMCONT If {Ima?'mm Wm rm?. mum-Wm - mm mum-u man ??mum i HI 0 WMTPIIRTNERS uscummam Mme Mum: ?1 401 H. MICHIGAN AVE. sun: 16:50 a; ??g?fg'gm ILLINOIS 60511 W: munch . (312) 796-0920 rm: In all :4qu aw- ad 31'; l: 3: 53688521 Page 70 of 77 07/09/2020 06:10 PM Figure 2 Anticipated Cut Fill 53688521 Page 72 of 77 07/09/2020 06:10 PM Figure 3 Refinery Unit Locations and Soil Sample Results Mom I {mam no Hummu? zulnm; m! i-m? rmm. {WHBI-Illdunacmumw mam-cum PEMA Pmumcm mama map-FY a 60 SQL EXCE Ell-i MZE OF THE NEH-RESIDETJTIA L. HEALTH smmno 0-2' ND SHALLOW SCHL OF IHE PA CEP MRBIIMIAL. HEALTH smmno 0-2' DEEP Ex 0F TT-E Pei L. LIISAILIRJIED SIJIEWIUE HEALTH GREATER THAN 1" ND C-EEP SCHL OF IHE LIISAILIRJIED SIJIEWIUE HEALTH GREATER THAN 1" WELL LOCATION WELL APPROXMATE LGCMICN 0F tip; FTMENT PROPOSED 901 SAMPLING was nemav'r um ED PROPOBEU 90!. itmr'LIHG AREASWITHIM ?(mam AREA OF INTEREST IAOIJ PHILMJELPHIA GAS wt?rs DD beer I 4.5001? ugnuldocmm i0! 0 ?nune "h AND SOIL SAMPLE ?Fin: A SEMCF EVEEFJEEI-I 955cm cast-low Lu: QVEWE. PHIMWIK. Pi PTO-tnlocurw Lly?l Pnb?l ?-1me Malamute-my man-cu I?m-v- h. .ma . . ?Alum mm am .. - mm. 53688521 Page 74 of 77 07/09/2020 06:10 PM Figure 4 Conceptual Soil Pre-Characterization Sampling Cell Layout FIGURE 4 Conceptual Soil Pre-Characterization Sampling Cell Layout Conceptual Plan View :lConceptual precharacterization sample IConceptual cut area "cellConceptual Vertical Cross-Section 53688521 Page 75 of 77 07/09/2020 06:10 PM 53688521 Page 76 of 77 07/09/2020 06:10 PM Figure 5 Hypothetical Pre-Characterization Sampling Results Summary FIGURE 5 Hypothetical Pre-Cha racterization Sampling Results Summary Conceptual Plan View 0IConceptual cut area :lConceptual precharacterization sample "cell" "Category Soils "Category Soils "Category Soils "Category Soils Conceptual Vertical Cross-Section 53688521 Page 77 of 77 07/09/2020 06:10 PM