Exhibit 2.11
ENVIRONMENTAL MATTERS AGREEMENT
Between
Hewlett-Packard Company
and
Agilent Technologies, Inc.
November 1, 1999
TABLE OF CONTENTS
Page
----
ARTICLE I. FACILITY REMEDIATION............................................................................ 1
Section 1.1. Responsibility For Remediation........................................................ 1
Section 1.2. Standard of Performance............................................................... 2
Section 1.3. Performance and Planning of Remedial Activities....................................... 2
Section 1.4. Compliance With Laws.................................................................. 3
Section 1.5. Safety................................................................................ 3
Section 1.6. Confidentiality....................................................................... 4
Section 1.7. Insurance............................................................................. 4
Section 1.8. Construction Activities and Repair Activities......................................... 5
ARTICLE II. SITE ACCESS AND SUPPORT........................................................................ 5
Section 2.1. Site Access........................................................................... 5
Section 2.2. Utilities and Support Services........................................................ 6
Section 2.3. Site Activities....................................................................... 6
ARTICLE III. REGULATORY PROCESSES.......................................................................... 7
Section 3.1. Procedures For Remediation and Other Work............................................. 7
Section 3.2. Communications........................................................................ 7
Section 3.3. Regular Meetings...................................................................... 7
Section 3.4. HP Project Managers/Agilent Liaison................................................... 7
Section 3.5. Inspection............................................................................ 8
Section 3.6. Notifications......................................................................... 8
Section 3.7. Dispute Resolution.................................................................... 8
ARTICLE IV. INDEMNITY AND LIENS............................................................................ 9
Section 4.1. Indemnity............................................................................. 9
Section 4.2. Liens................................................................................. 9
Section 4.3. Limitation on Liability............................................................... 9
ARTICLE V. MISCELLANEOUS................................................................................... 9
Section 5.1. Sale of an Agilent Schedule 2 Facility................................................ 10
Section 5.2. Notices............................................................................... 10
Section 5.3. Governing Law......................................................................... 14
Section 5.4. Counterparts.......................................................................... 14
Section 5.5. Parties in Interest................................................................... 14
Section 5.6. Assignment............................................................................ 15
Section 5.7. Authority............................................................................. 15
Section 5.8. Interpretation........................................................................ 15
Section 5.9. Amendments............................................................................ 15
Section 5.10. Severability.......................................................................... 15
Section 5.11. Failure or Indulgence Not Waiver...................................................... 15
-i-
TABLE OF CONTENTS
(continued)
Page
----
Section 5.12. Entire Agreement.................................................................... 16
Section 5.13. Authority........................................................................... 16
ARTICLE VI. DEFINITIONS................................................................................... 16
Section 6.1. Agilent Group....................................................................... 16
Section 6.2. Agilent Indemnitees................................................................. 16
Section 6.3. Agilent Schedule 2 Facilities....................................................... 16
Section 6.4. Authorized Tenant................................................................... 16
Section 6.5. Claims Committee.................................................................... 16
Section 6.6. Construction Activity............................................................... 17
Section 6.7. Environmental Conditions............................................................ 17
Section 6.8. Environmental Laws.................................................................. 17
Section 6.9. Exacerbation........................................................................ 17
Section 6.10. Governmental Authority.............................................................. 17
Section 6.11. Hazardous Materials................................................................. 17
Section 6.12. HP Group............................................................................ 17
Section 6.13. HP Indemnitees...................................................................... 17
Section 6.14. HP's Remediation Obligation......................................................... 17
Section 6.15. Incremental Construction Costs...................................................... 18
Section 6.16. Losses.............................................................................. 18
Section 6.17. Person.............................................................................. 18
Section 6.18. Release............................................................................. 18
Section 6.19. Remedial Activities................................................................. 18
Section 6.20. Remedial Activity Plans............................................................. 18
Section 6.21. Repair Activity..................................................................... 18
EXHIBITS
--------
Exhibit 1 - Agilent Schedule 2 Facilities
Exhibit 2 - Orders from a Governmental Authority
-ii-
ENVIRONMENTAL MATTERS AGREEMENT
This Environmental Matters Agreement (this "Agreement") is entered into on
November 1, 1999 by and between Hewlett-Packard Company, a Delaware corporation
("HP"), and Agilent Technologies, Inc., a Delaware corporation ("Agilent").
Capitalized terms used in this Agreement and not otherwise defined in this
Agreement shall have the meaning ascribed to them in the Separation Agreement,
Assignment Agreement or Indemnification Agreement (as defined below), as
applicable.
RECITALS
WHEREAS, HP hereby and by certain other instruments of even date herewith
transfers or will transfer to Agilent effective as of the Separation Date, the
Agilent Business in accordance with the Master Separation and Distribution
Agreement dated as of August 12, 1999 between the parties ("Separation
Agreement") and the Ancillary Agreements, including, but not limited to the
General Assignment and Assumption Agreement ("Assignment Agreement"), attached
as Exhibit C to the Separation Agreement, and the Indemnification and Insurance
---------
Matters Agreement ("Indemnification Agreement"), attached as Exhibit K to the
---------
Separation Agreement. It is the intent of the parties hereto, by this Agreement
and the other agreements and instruments provided for in the Separation
Agreement, to convey to Agilent the Agilent Business.
WHEREAS, under the terms of, the Indemnification Agreement, HP has agreed
to indemnify, defend and hold harmless Agilent from and against costs associated
with certain Environmental Conditions at the Agilent Schedule 2 Facilities.
WHEREAS, HP hereby agrees to perform remedial activities at the Agilent
Schedule 2 Facilities, consistent with such indemnity obligations and under the
terms and conditions of this Agreement.
WHEREAS, HP and Agilent desire to establish general requirements and mutual
obligations with respect to the performance by HP of remedial activities at the
Agilent Schedule 2 Facilities as set forth above.
NOW THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:
ARTICLE I.
FACILITY REMEDIATION
Section 1.1. Responsibility For Remediation. At its own cost and expense, HP
shall perform, or cause to be performed, any and all Remedial Activities that
are necessary to fulfill HP's Remediation Obligation. To the extent legally
permitted, HP shall also take all responsibility as generator for any
Hazardous Materials generated by performance of these Remedial Activities. To
the extent required by Environmental Laws, HP will also obtain any permits,
authorizations or approvals necessary to conduct HP's Remediation Obligation,
except such permits, if any, as must under applicable laws be obtained by a
member of the Agilent Group, or otherwise by an owner or tenant of the relevant
Agilent Schedule 2 Facility.
Section 1.2. Standard of Performance. HP's Remediation Obligation shall be
performed in accordance with: (i) any applicable Remedial Activity Plans, as
approved by the Governmental Authority; and (ii) all applicable Environmental
Laws as enforced by the Governmental Authority[ies] with jurisdiction over the
Remedial Activities or HP's Remediation Obligation. Notwithstanding the
foregoing or anything to the contrary in this Agreement, in the event Agilent or
any successor-in-interest to Agilent at an Agilent Schedule 2 Facility decides
to change the use of such facility from its existing use on the Separation Date
(for example from industrial to commercial use or commercial to residential
use), in no event shall HP's Remediation Obligation require HP to comply with
any stricter standard applied to such Agilent Schedule 2 Facility as a result of
such change in use. Further, HP's Remedial Activities shall be performed in such
a manner as to minimize, to the greatest extent feasible, the impact on the use
of the Agilent Schedule 2 Facility and the ongoing operations of any member of
the Agilent Group or other Authorized Tenant of the Agilent Schedule 2 Facility.
Section 1.3. Performance and Planning of Remedial Activities.
(a) Information to be Provided by HP to Agilent. HP shall provide to
-------------------------------------------
Agilent in a timely fashion, a copy of: (i) any documents submitted to any
Governmental Authority regarding any Remedial Activities performed or to be
performed by or on behalf of HP under this Agreement, and (ii) analytical
results of any environmental sampling conducted on any Agilent Schedule 2
Facilities by or on behalf of HP under this Agreement.
(b) Agilent Opportunity to Comment. HP shall provide Agilent with a
------------------------------
reasonable opportunity to timely review and comment upon, prior to their
submission to the Governmental Authority, any report, plan, proposal or other
document that: (i) proposes the performance of any Remedial Activities that
would disrupt or interfere with the then current day to day operations of any
Authorized Tenant of the Agilent Schedule 2 Facilities; (ii) involves the
construction on any of the Agilent Schedule 2 Facilities of any above ground
remedial fixtures (other than repair and maintenance of any such fixtures or
equipment as are present at the Agilent Schedule 2 Facilities on the Separation
Date); (iii) proposes any remedy or closure at any of the Agilent Schedule 2
Facilities which allows Environmental Conditions to remain on the Agilent
Schedule 2 Facility after remediation has been completed; or (iv) involves the
setting of health and safety standards with respect to exposure to Hazardous
Materials at any Agilent Schedule 2 Facility.
(c) Agilent Participation. Agilent, or its designated representative,
---------------------
shall have the right, but not the obligation, to be present and at any meeting
with or hearing before any Governmental Authority regarding any proposed
Remedial Activities or proposed Remedial Activity Plans described in Section 1.3
(b) above. HP and Agilent further agree to confer in good faith in advance
-2-
of any such meeting or hearing with respect to any outstanding matters to be
addressed at such meeting or hearing and for the purpose of resolving such
matter to their mutual satisfaction and presenting a unified position to the
Governmental Authority, to the extent consistent with the respective positions
of the parties. If the parties cannot reach agreement after such consultation
and Agilent reasonably determines that any proposed Remedial Activities or
Remedial Activity Plans will have an adverse impact on the use of, or operations
on a particular Agilent Schedule 2 Facility, then Agilent shall have the right
to make objections to such proposals to the relevant Governmental Authority.
(d) Consultation With Agilent. HP agrees to consult fully with Agilent
-------------------------
regarding any proposed Remedial Activities or proposed Remedial Activity Plans
described in Section 1.3(b) above. HP and Agilent agree to use good faith best
efforts to reach agreement on such Remedial Activities or Remedial Activity
Plans. In the event that the parties cannot reach agreement after such
consultation and Agilent reasonably determines that any proposed Remedial
Activities or Remedial Activity Plans will have an adverse impact on the use of,
or operations on a particular Agilent Schedule 2 Facility, Agilent shall have
the right to make objections to such proposals to the relevant Governmental
Authority. The parties also agree that in the event they cannot reach agreement,
HP may submit to the Governmental Authority its proposed Remedial Activities or
proposed Remedial Activity, as required to meet any deadline which is not, by
its terms, subject to extension, to avoid fines and penalties or for the
protection of human health, and HP may also proceed with implementation of any
aspects of such Remedial Activities or Remedial Activity Plans.
(e) Performance of the Remedial Activities. Following approval of any
--------------------------------------
Remedial Activity Plans by the applicable Governmental Authority, HP shall
proceed with appropriate diligence and expedition to implement and complete the
Remedial Activities in accordance with the Remedial Activity Plans and this
Agreement.
(f) Agilent's Assistance. Agilent shall use, or cause the relevant
--------------------
member of the Agilent Group or other Authorized Tenant of the Agilent Schedule 2
Facilities to use, its reasonable best efforts to assist HP in the development,
approval, and implementation of Remedial Activity Plans in accordance with
applicable laws, including applicable Environmental Laws.
Section 1.4. Compliance With Laws. HP shall require that its employees,
consultants, contractors, and subcontractors perform all Remedial Activities
under this Agreement in accordance with applicable laws, including applicable
Environmental Laws.
Section 1.5. Safety. HP shall be responsible for the maintenance of order and
discipline of its employees, consultants, contractors, and subcontractors
engaged in the performance of Remedial Activities under this Agreement, and HP
shall require that such Remedial Activities be performed in compliance, in all
material respects, with applicable laws, regulations, rules, ordinances, codes
or requirements of any Governmental Authority (including those relating to
occupational safety and health). Except in case of emergency and to the extent
that prior notice of such policies is given to HP, HP also will require its
employees, consultants, contractors, and subcontractors engaged in performance
of Remedial Activities on behalf of HP under this Agreement to observe any
health,
-3-
safety and environmental and site security policies established by Agilent, or
by any other Authorized Tenant, for third-party contractors and other non-
employees who perform work or services at the Agilent Schedule 2 Facility.
Agilent shall have the right to require that a contractor, subcontractor or
other representative of HP discontinue any Remedial Activities to the extent
such activities pose an imminent risk to property, health, safety or the
environment. In such instance, Agilent shall immediately notify HP by telephone
that it has taken such action.
Section 1.6. Confidentiality. HP shall treat as confidential property and not
disclose to others during or subsequent to the term of this Agreement, any
information marked "confidential" regarding any Agilent Group member's or
Agilent Schedule 2 Facility Authorized Tenant's plans, programs, facility,
processes, products, costs, equipment, operations or customers which may come
into the knowledge of HP or its employees, consultants, contractors or
subcontractors, unless required by law or ordered to disclose such by a court or
administrative body after prior notice to Agilent of the request or order to
disclose. HP shall also treat as confidential any non-public information that is
disclosed to HP regarding matters covered under Section 5.1, including, without
limitation, the identity of any potential purchaser of an Agilent Schedule 2
Facility and any terms and conditions of the purchase and sale agreement for an
Agilent Schedule 2 Facility. Agilent shall treat as confidential any non-public
information relating to HP that is disclosed to Agilent regarding matters
covered under Section 5.1, including, without limitation, any terms and
conditions of the purchase and sale agreement for an Agilent Schedule 2 Facility
affecting HP's Remediation Obligation. Agilent shall treat as confidential any
proprietary remediation technology or information utilized by HP in performance
of this Agreement. This provision shall not apply to any information which at
the time of disclosure is publicly available or in the public domain through no
fault of the disclosing party. Upon request, HP and Agilent agree to require
their consultants, contractors and subcontractors who will receive confidential
information to sign a confidentiality agreement substantially similar to the
terms of this provision.
Section 1.7. Insurance.
(a) The consultants, contractors and subcontractors who perform
Remedial Activities under this Agreement shall provide and maintain (or HP shall
provide and maintain), comprehensive general liability insurance and
comprehensive automobile liability insurance naming Agilent, and any Authorized
Tenant of the applicable Agilent Schedule 2 Facility, as additional insureds and
providing coverage for claims for damages for bodily injury, including wrongful
death, and property damage which may arise from or in connection with the
performance of any Remedial Activities. Minimum amounts required are:
Bodily Injury - $2,000,000 each person, $2,000,000 each accident
Property Damage - $2,000,000 each accident
Errors and Omissions - $1,000,000 each occurrence
Workers' Compensation Insurance - In the amount required by law
-4-
(b) Before commencing Remedial Activities at any Agilent Schedule 2
Facility, the party providing the insurance set forth in Section 1.7(a) above
shall provide Agilent with certificates of insurance or other appropriate
evidence that the insurance required by Section 1.7(a) above has been obtained.
Section 1.8. Construction Activities and Repair Activities.
(a) The provisions of this Section 1.8 shall apply to any Construction
Activity or Repair Activity by Agilent or by any Authorized Tenant which
involves disturbance or invasion of any Environmental Condition that is part of
HP's Remediation Obligation.
(b) If testing conducted in the proposed construction or repair area
before initiation of the Construction Activity or the Repair Activity
demonstrates that the proposed construction or repair area contains an
Environmental Condition in the soil or subsurface that is part of HP's
Remediation Obligation and, further, if Agilent provides notice to HP of such
Environmental Condition and of said proposed Construction Activity or Repair
Activity in the manner provided in Section 5.2, then HP shall (i) promptly and
diligently conduct HP's Remediation Obligation of such Environmental Condition
identified by the testing to the extent required by the standard of performance
set out in Section 1.2 above; and (ii) HP shall reimburse Agilent or the
Authorized Tenant for all reasonable Incremental Construction Costs resulting
from such Construction Activity or Repair Activity. In the event Agilent or an
Authorized Tenant anticipates incurring Incremental Construction Costs, Agilent
shall provide HP reasonable advance notice before the costs are incurred.
(c) In the event, as a result of any Construction Activity or Repair
Activity, any of the then existing above ground or underground remediation
systems (including, without limitation, pump and treat equipment, underground
piping, monitoring or extraction ▇▇▇▇▇, carbon absorption systems and the like)
are damaged or destroyed, or are required to otherwise be relocated, Agilent
shall reimburse HP for all costs associated with such damage, destruction or
removal.
ARTICLE II.
SITE ACCESS AND SUPPORT
Section 2.1. Site Access.
(a) Agilent shall afford or cause to be afforded to HP and to HP's
employees, consultants, contractors and subcontractors, reasonable access on the
terms set forth in this Section 2.1 to all of the Agilent Schedule 2 Facilities
for the purpose of performing Remedial Activities:
(i) HP shall provide reasonable advance notice to the Agilent
Liaison (as defined in Sections 3.4 and 5.2) of the need for access to any of
the Agilent Schedule 2 Facilities, including the purpose and scope of work to be
performed, the nature and duration of the access, and such other information as
Agilent may reasonably request.
-5-
(ii) Remedial Activities for which Agilent shall be responsible for
providing access include, without limitation, borings, excavations, monitoring,
assessments and evaluations, and construction, installation, operation, and
maintenance of necessary equipment and supporting facilities for the treatment
of soil and groundwater, and all other Remedial Activities, in all cases as
described in the applicable Remedial Activity Plans or as otherwise reasonably
required to fulfill HP's Remediation Obligation.
(b) Agilent shall provide HP with access to and use of those areas
necessary for HP's performance of Remedial Activities under this Agreement,
including areas for groundwater treatment equipment and storage and staging of
materials and equipment. HP agrees that with respect to its use of any portion
of an Agilent Schedule 2 Facility for Remedial Activities, HP shall provide
secondary containment for any above ground treatment systems and any Hazardous
Materials to be stored on-site overnight or for any longer period (excluding
contaminated soils which shall be safely maintained and secured until removal
from the Agilent Schedule 2 Facility). HP shall also provide and be responsible
for proper security with respect to such storage and treatment system areas.
Section 2.2. Utilities and Support Services. It is HP's intent not to utilize
any Agilent utilities or similar support services for implementation of HP's
Remediation Obligation under this Agreement. If HP requests any such utilities
or support services from Agilent for use by HP, or HP's employees, consultants,
contractors, and subcontractors engaged in the performance of Remedial
Activities under this Agreement, Agilent agrees that it will negotiate in good
faith with HP to reach an agreement to provide such utilities and support
services.
Section 2.3. Site Activities. Agilent, its employees, consultants, lessees,
contractors, subcontractors or others under Agilent's control or direction, and
any Authorized Tenant of any portion of the Agilent Schedule 2 Facility, shall
use, operate, and conduct their activities and operations at the Agilent
Schedule 2 Facility in a manner that will interfere to the least extent feasible
with the Remedial Activities conducted by or on behalf of HP under this
Agreement. Agilent shall provide prior written notice to the HP Project Manager
(as defined in Sections 3.4 and 5.2) of the need for, scope and duration of any
activity, process, or operation at the Agilent Schedule 2 Facility (including
without limitation excavation, demolition, landscaping or groundwater pumping)
that could have a material adverse effect on the performance of Remedial
Activities by HP. Agilent shall provide such notice promptly upon becoming aware
of such potential adverse effect. Agilent shall also provide in a timely fashion
to HP any analytical results of soil or groundwater sampling at an Agilent
Schedule 2 Facility performed by or on behalf of Agilent, or which otherwise
comes in to the possession of Agilent.
-6-
ARTICLE III.
REGULATORY PROCESSES
Section 3.1. Procedures For Remediation and Other Work.
(a) The parties hereto retain all rights to appeal, seek relief from,
or otherwise contest any order or other action by any Governmental Authority
with jurisdiction over the matters that are the subject of this Agreement, in a
manner consistent with this Agreement and the Indemnification Agreement.
(b) Agilent agrees to support and cooperate with HP, as necessary, in
any such challenge by HP of a requirement as to which Agilent has previously
agreed with HP. HP agrees that it will not challenge any decision in a manner
which will interfere with the operation of the applicable Agilent Schedule 2
Facility. HP further agrees to be responsible for any penalties which may accrue
against or be incurred by Agilent or any member of the Agilent Group or
Authorized Tenant of the Agilent Schedule 2 Facility as a result of such
challenge by HP during the pendency of any such challenge and to promptly pay
any such penalties within the time permitted by law but in any event promptly
after exhaustion of any administrative or judicial appeals.
Section 3.2. Communications. In the event of any written notices or other
written communication or action by a Governmental Authority relating to or
affecting the Remedial Activities or any Remedial Activity Plans, or any
communication from the public evidencing any concerns about the Remedial
Activities or Environmental Conditions, the party receiving such notice,
communication, or action shall provide a copy to the other party in a timely
fashion (or, with respect to any written notice by a Governmental Authority that
any Remedial Activities or Environmental Conditions violate Environmental Laws,
within five (5) business days of the receipt of such notice) in accordance with
Section 5.2. Subject to Agilent's rights under Sections 1.3(c) and (d) above, HP
shall be responsible for all contacts and communications with Governmental
Authorities in connection with HP's Remediation Obligation and any other matters
arising under this Agreement which are the obligation of HP. HP also agrees to
promptly reimburse Agilent for any reasonable "out-of-pocket" costs (excluding
any internal Agilent charges for administration, management or supervision or
other internal charges) incurred by Agilent in providing support to HP during
such challenge.
Section 3.3. Regular Meetings. HP shall schedule, as appropriate, regular
meetings with Agilent to provide information on the status of HP's Remediation
Obligation, including without limitation, the development, approval, and
implementation of Remedial Activity Plans, and to consult with and coordinate
with Agilent HP's Remedial Activities under this Agreement.
Section 3.4. HP Project Managers/Agilent Liaison. For consultation and
coordination with Agilent regarding HP's Remedial Activities under this
Agreement, and to manage their respective activities and responsibilities under
this Agreement, HP shall designate a Project Manager and Agilent shall designate
an Agilent Liaison for each Agilent Schedule 2 Facility. Designation of a
-7-
Project Manager and of an Agilent Liaison shall be by notice as provided in
Section 5.2 of this Agreement. HP may replace any of its Project Managers, and
Agilent may replace any of its Liaisons, by providing the same notice under
Section 5.2.
Section 3.5. Inspection. Agilent shall have the right to inspect and observe
the Remedial Activities performed by or on behalf of HP under this Agreement, at
reasonable times and after reasonable prior notice to HP. Inspection or failure
to inspect by Agilent shall not constitute a waiver of any provision of this
Agreement, or of any of Agilent's rights hereunder. However, Agilent's right or
exercise of inspection shall not extend to or include any right or authority to
supervise or direct any of HP's employees, consultants, contractors or
subcontractors in their performance of any Remedial Activities.
Section 3.6. Notifications. HP, Agilent, and any Authorized Tenant shall
notify the other parties within ten (10) days following the occurrence of any
Release that causes contamination to soil or groundwater on any Agilent Schedule
2 Facility or otherwise: (i) requires investigation, monitoring, remediation or
removal under the Environmental Laws; (ii) may adversely affect any Remedial
Activities or Remedial Activity Plans; (iii) is reported to such party's
insurance carrier; or (iv) is reported to any Governmental Authority under
Environmental Laws. HP also agrees to give Agilent prompt advance notice (if and
to the extent HP has notice) of any inspection to be performed on any Agilent
Schedule 2 Facility by any Governmental Authority in connection with the
Remedial Activities or HP's Remediation Obligation. Agilent also agrees to give
HP prompt advance notice (if and to the extent Agilent has notice) of any
inspection to be performed on any Agilent Schedule 2 Facility by any
Governmental Authority with jurisdiction over the Remedial Activities or HP's
Remediation Obligation.
Section 3.7. Dispute Resolution. If a dispute or disagreement occurs between
HP and Agilent concerning any matter arising under this Agreement, the HP
Project Manager and the Agilent Liaison shall consult and attempt to resolve the
dispute or disagreement. If the HP Project Manager and Agilent Liaison are
unable to reach an agreement on the dispute or disagreement within fifteen (15)
days (or such other longer period of time as may be mutually agreed to in
writing by the HP Project Manager and the Agilent Liaison), then the dispute or
disagreement shall be referred to the Claims Committee. If the Claims Committee
is unable to reach an agreement on the dispute within thirty (30) days, then the
dispute shall be handled in accordance with the Dispute Resolution procedures
set forth in the Section 5.9 of the Separation Agreement. In no event shall the
existence of a dispute or disagreement between HP and Agilent, or their
consultation under this Section 3.7 to attempt to resolve it, delay the filing
or submission of any document, or the performance of any action or activity,
beyond the legally required deadline nor prevent either party from pursuing any
remedy to which it is entitled under the Indemnification Agreement.
-8-
ARTICLE IV.
INDEMNITY AND LIENS
Section 4.1. Indemnity.
(a) Indemnification by HP. In addition to, and without in any way
limiting the indemnification obligations of HP in the Indemnification Agreement,
HP shall protect, indemnify, defend and hold harmless the Agilent Indemnitees
and any Authorized Tenant from and against any Liabilities and Environmental
Actions to the extent arising at any time out of, relating to, or resulting from
the negligence or willful misconduct of any member of the HP Group or their
agents, employees, consultants or contractors in connection with the Remedial
Activities or any other obligations of HP under this Agreement.
(b) Indemnification by Agilent. In addition to, and without in any
way limiting the indemnification obligations of Agilent in the Indemnification
Agreement, Agilent shall protect, indemnify, defend and hold harmless the HP
Indemnitees from and against any Liabilities and Environmental Actions to the
extent arising at any time out of, relating to, or resulting from: (i)
Exacerbation, to the extent caused by the operations or activities of any member
of the Agilent Group or their agents, employees, consultants, contractors or
Authorized Tenants occurring at any Agilent Schedule 2 Facility; or (ii) the
negligence or willful misconduct of any member of the Agilent Group, or their
agents, employees, consultants, contractors or Authorized Tenants at any Agilent
Schedule 2 Facility in connection with the Remedial Activities or any
obligations of Agilent under this Agreement.
Section 4.2. Liens. HP shall not permit or suffer any mechanics' or
materialmen's or other liens arising from the provision of labor or materials
for work performed as part of or in connection with any Remedial Activities
undertaken by or on behalf of HP under this Agreement. If Agilent becomes aware
of any such liens, Agilent shall provide prompt notice of said lien to HP, but
failure to provide such notice shall relieve HP from its obligations only to the
extent of the prejudice caused thereby. If any such liens attach or claims
therefor are made, then, within ten (10) days after receipt of notice thereof,
HP will procure the discharge thereof by payment, bond, or such other means as
may be required or permitted by applicable law.
Section 4.3. Limitation on Liability. IN NO EVENT SHALL ANY MEMBER OF THE
AGILENT GROUP OR ANY MEMBER OF THE HP GROUP BE LIABLE TO THE OTHER UNDER THIS
ARTICLE IV FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE
DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY
(INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED,
HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EACH PARTY'S
INDEMNIFICATION OBLIGATIONS WITH RESPECT TO ANY LOSSES ASSERTED AGAINST AN
INDEMNIFIED PARTY BY
-9-
ANY THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, ANY GOVERNMENTAL AUTHORITIES)
UNDER SECTION 4.1.
ARTICLE V.
MISCELLANEOUS
Section 5.1. Sale of an Agilent Schedule 2 Facility. In the event that any
member of the Agilent Group decides to sell an Agilent Schedule 2 Facility at
which HP (or its agents or permitted assignees) is continuing to perform
Remedial Activities, Agilent shall promptly notify HP of the intent to sell.
Agilent shall permit HP to: (i) participate in the negotiations with third
parties regarding environmental issues and environmental disclosures related to
the sale of the Agilent Schedule 2 Facility; and (ii) promptly review and
comment to Agilent or the third party upon any portion of a draft purchase and
sale agreement for an Agilent Schedule 2 Facility that addresses environmental
liabilities and obligations so that HP has the reasonable opportunity to
minimize any adverse impact of the sale of an Agilent Schedule 2 Facility on
HP's Remediation Obligations; provided that HP shall not have the right to
prevent Agilent from selling the Agilent Schedule 2 Facility.
Section 5.2. Notices.
(a) All notices or other communications hereunder shall be made in writing
and shall be given either by personal delivery, by nationally recognized
overnight courier (with charges prepaid) or by facsimile transmission (with
telephone confirmation), and shall be deemed to have been given or made if
personally delivered, on the day of such personal delivery; if sent by overnight
courier, on the next business day following the date deposited with such
overnight courier service; or if by facsimile transmission, on the business day
transmitted to receiving facsimile machine with receipt confirmed by telephone,
in each case addressed to the respective parties at the following addresses (or
such other address for a party as shall be specified by like notice):
IF TO HP:
With Respect to All Sites
-------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Hewlett-Packard Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
-10-
With Respect to Specific Sites
------------------------------
Colorado Springs, Colorado
--------------------------
Loveland, Colorado
------------------
▇▇▇▇ ▇▇▇▇▇▇▇
Hewlett-Packard Company
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
Hewlett-Packard Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (650) 852-8691
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
1201 ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
--------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Hewlett-Packard Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (650) 852-8691
-11-
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Hewlett-Packard Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
IF TO AGILENT:
With Respect to All Sites
-------------------------
▇▇▇▇▇▇ ▇▇▇▇
Agilent Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With Respect to Specific Sites
------------------------------
Colorado Springs, Colorado
--------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Agilent Technologies, Inc.
1900 Garden of the ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Loveland, Colorado
------------------
▇▇▇▇▇▇ ▇▇▇▇
Agilent Technologies, Inc.
▇▇▇ ▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
-12-
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (970) 679-5122
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇▇▇▇▇
Agilent Technologies, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (650) 852-2994
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
------------------------------------------------
▇▇▇▇▇ ▇▇▇▇
Agilent Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (408) 553-7877
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Agilent Technologies, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (973) 586-5361
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇
Agilent Technologies, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
-13-
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (408) 435-4155
1201 ▇▇▇▇▇ ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
--------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
---------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
Agilent Technologies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) Notice provided, as specified in this section, to the HP Project
Manager or Agilent Liaison, as applicable, shall also satisfy the requirements
of this section.
(c) Either party may change its address or designated individual for notice
under this section by delivery of written notice to the other party as provided
in this section.
Section 5.3. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware as to all matters
regardless of the laws that might otherwise govern under principles of conflicts
of laws applicable thereto.
Section 5.4. Counterparts. This Agreement, including the Schedules and
Exhibits hereto, and the other documents referred to herein, may be executed in
counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.
Section 5.5. Parties in Interest. This Agreement shall be binding upon HP,
HP's Subsidiaries, Agilent and Agilent's Subsidiaries. This Agreement shall
inure solely to the benefit of the Agilent Indemnitees and the HP Indemnitees
and their respective permitted assigns, and except as set forth in this Section
5.5, nothing in this Agreement, express or implied, is intended to confer upon
any other Person any rights or remedies of any nature whatsoever under or by
reason of this Agreement.
HP hereby agrees to execute, for the benefit of any Agilent Indemnitee,
such documents as may be reasonably requested by such Agilent Indemnitee,
evidencing HP's agreement that the obligations of HP set forth in this Agreement
inure to the benefit of and are enforceable by such Agilent Indemnitee. Agilent
hereby agrees to execute, for the benefit of any HP Indemnitee, such documents
as may be reasonably requested by such HP Indemnitee, evidencing Agilent's
agreement that the obligations of Agilent set forth in this Agreement inure to
the benefit of and are enforceable by such HP Indemnitee.
-14-
Section 5.6. Assignment. Neither party may assign this Agreement without the
express written consent of the other party, which consent can only be withheld
if the party denying consent, in the reasonable exercise of its discretion,
determines that such assignment would materially increase its obligations, or
materially diminish its rights under this Agreement. This Agreement shall be
deemed to constitute a separate Agreement for each Agilent Schedule 2 Facility
such that the Agreement can be separately assigned to a third party by either HP
or Agilent (subject to the conditions of this Section 5.6) with respect to one
or more Agilent Schedule 2 Facilit[ies], and not assigned as to other Agilent
Schedule 2 Facilities.
Section 5.7. Authority. Each of the parties hereto represents to the other
that (a) it has the corporate or other requisite power and authority to execute,
deliver and perform this Agreement, (b) the execution, delivery and performance
of this Agreement by it have been duly authorized by all necessary corporate or
other action, (c) it has duly and validly executed and delivered this Agreement,
and (d) this Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and general equity principles.
Section 5.8. Interpretation. The headings contained in this Agreement, in any
Exhibit or Schedule hereto and in the table or contents to this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Any capitalized term used in any Schedule or
Exhibit but not otherwise defined therein, shall have the meaning assigned to
such term in this Agreement. When a reference is made in this Agreement to an
Article or a Section, Exhibit or Schedule, such reference shall be to an Article
or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise
indicated.
Section 5.9. Amendments. No change or amendment will be made to this Agreement
except by an instrument in writing signed on behalf of each of the parties to
this Agreement.
Section 5.10. Severability. If any term or other provision of this Agreement
or the Schedules or Exhibits attached hereto is determined by a nonappealable
decision by a court, administrative agency or arbitrator to be invalid, illegal
or incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the fullest extent possible.
Section 5.11. Failure or Indulgence Not Waiver. No failure or delay on the
part of either party hereto in the exercise of any right hereunder shall impair
such right or be construed to be a waiver of, or acquiescence in, any breach of
any representation, warranty or agreement herein, nor shall any single or
partial exercise of any such right preclude other or further exercise thereof or
of any other right.
-15-
Section 5.12. Entire Agreement. This Agreement, the Master Separation
Agreement, the other Ancillary Agreements and the Exhibits and Schedules
attached hereto and thereto, constitutes the entire agreement between the
parties with respect to the subject matter hereof and shall supersede all prior
written and oral and all contemporaneous oral agreements and understandings with
respect to the subject matter hereof.
Section 5.13. Authority. Each of the parties hereto represents to the other
that (a) it has the corporate or other requisite power and authority to execute,
deliver and perform this Agreement, (b) the execution, delivery and performance
of this Agreement by it have been duly authorized by all necessary corporate or
other action, (c) it has duly and validly executed and delivered this Agreement,
and (d) this Agreement is a legal, valid and binding obligation, enforceable
against it in accordance with its terms subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and general equity principles.
ARTICLE VI.
DEFINITIONS
Section 6.1. Agilent Group. "Agilent Group" means Agilent, each Subsidiary
and Affiliated Company of Agilent immediately after the Separation Date or that
is contemplated to be a Subsidiary or Affiliated Company of Agilent pursuant to
the Non-US Plan and each Person that becomes a Subsidiary or Affiliate Company
of Agilent after the Separation Date.
Section 6.2. Agilent Indemnitees. "Agilent Indemnitees" means Agilent, each
member of the Agilent Group and each of their respective directors, officers and
employees.
Section 6.3. Agilent Schedule 2 Facilities. "Agilent Schedule 2 Facilities"
means the real property, groundwater, surface water and improvements thereon
which shall be owned or occupied by a member of the Agilent Group on and after
the Separation Date and which are identified a disclosure schedule entitled "The
Agilent Schedule 2 Facilities", which schedule shall be delivered to Agilent by
HP on the Separation Date and attached to this Agreement as Exhibit 1.
---------
Section 6.4. Authorized Tenant. "Authorized Tenant" means, any owner, lessee,
sublessee or other party with a contractual right to occupy all or any portion
of an Agilent Schedule 2 Facility (or their agents, employees, consultants,
contractors) during the period of time that any Agilent Group member has the
contractual right to occupy (as an owner, tenant or otherwise) such Agilent
Schedule 2 Facility.
Section 6.5. Claims Committee. "Claims Committee" means a committee composed
of (i) either the General Counsel or Associate General Counsel of HP and (i)
either the General Counsel or Associate General Counsel of Agilent.
-16-
Section 6.6. Construction Activity. "Construction Activity" means any
expansion or modification of any existing improvement or construction of a new
improvement by any member of the Agilent Group or any Authorized Tenant on any
Agilent Schedule 2 Facility.
Section 6.7. Environmental Conditions. "Environmental Conditions" means the
presence in the environment, including the soil, groundwater, surface water or
ambient air, of any Hazardous Material at a level which requires investigation
or remediation (including, without limitation, investigation, study, health or
risk assessment, monitoring, removal, treatment or transport) under any
Environmental Laws.
Section 6.8. Environmental Laws. "Environmental Laws" means all laws and
regulations of any Governmental Authority with jurisdiction that relate to the
protection of the environment (including ambient air, surface water, ground
water, land surface or subsurface strata) including laws and regulations
relating to the Release of Hazardous Materials, or otherwise relating to the
treatment, storage, disposal, transport or handling of Hazardous Materials, or
to the exposure of any individual to a Release of Hazardous Materials.
Section 6.9. Exacerbation. "Exacerbation" means any exacerbation, aggravation
or worsening of any Environmental Conditions on, under or about any of the
Agilent Schedule 2 Facilities that is caused by any member of the Agilent Group
or an Authorized Tenant to such an extent that: (i) Remedial Activities that
were not previously required as part of HP's Remediation Obligation become
necessary to fulfill HP's Remediation Obligation, or (ii) HP otherwise incurs
additional costs with respect to HP's Remediation Obligation.
Section 6.10. Governmental Authority. "Governmental Authority" means any
federal, state, local, foreign or international court, government, department,
commission, board, bureau, agency, official or other regulatory, administrative
or governmental authority.
Section 6.11. Hazardous Materials. "Hazardous Materials" means chemicals,
pollutants, contaminants, wastes, toxic substances, radioactive and biological
materials, hazardous substances, petroleum and petroleum products or any
fraction thereof.
Section 6.12. HP Group. "HP Group" means HP, each Subsidiary and Affiliated
Company of HP (other than any member of the Agilent Group) immediately after the
Separation Date, after giving effect to the Non-US Plan and each Person that
becomes a Subsidiary or Affiliate Company of HP after the Separation Date.
Section 6.13. HP Indemnitees. "HP Indemnitees" means HP, each member of the HP
Group and each of their respective directors, officers and employees.
Section 6.14. HP's Remediation Obligation. "HP's Remediation Obligation" means
all Remedial Activities (as defined below) which are necessary or required in
order to comply with and fulfill Environmental Laws (including without
limitation the orders of Governmental Authorities listed on Exhibit 2 to this
---------
Agreement and any consent decrees, consent agreement, or memorandums
-17-
of understanding with Governmental Authorities, and permits, approvals, plans,
settlement agreements) and that are applicable to Environmental Conditions on,
under or about any Agilent Schedule 2 Facility as to which HP is obligated to
indemnify Agilent under Section 1.4(b)(i) of the Indemnification Agreement.
Section 6.15. Incremental Construction Costs. "Incremental Construction Costs"
means, with respect to any Construction Activity in an area of any of the
Agilent Schedule 2 Facilities that is affected by Environmental Conditions, the
excess of (A) costs reasonably incurred by Agilent or any Authorized Tenant in
connection with the Construction Activity to the extent such costs are
necessitated by the presence of the Environmental Conditions, over (B) the costs
that would have been incurred by Agilent or any Authorized Tenant in connection
with the Construction Activity had such Environmental Conditions not been
present.
Section 6.16. Losses. "Losses" means all losses, damages, claims, obligations,
suits, judgments, fines, penalties, liabilities, costs and expenses of any kind
or character.
Section 6.17. Person. "Person" means an individual, a partnership, a
corporation, a limited liability company, an association, a joint stock company,
a trust, a joint venture, an unincorporated organization and a governmental
entity or any department, agency or political subdivision thereof.
Section 6.18. Release. "Release" means any release, spilled, emission,
leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching,
or migration into the indoor or outdoor environment, , without limitation, the
movement Hazardous Materials through ambient air, soil, surface water,
groundwater, wetlands, land or subsurface strata.
Section 6.19. Remedial Activities. "Remedial Activities" means any activities
undertaken or required to be undertaken by or on behalf of HP in performance of
HP's Remediation Obligation including, without limitation: reporting,
investigation, feasibility study, remediation, treatment, removal, transport,
disposal, characterization, sampling, health assessment, risk assessment,
encapsulation, monitoring, study, report, assessment or analysis of
Environmental Conditions
Section 6.20. Remedial Activity Plans. "Remedial Activity Plans" means any plan
or other document prepared by or on behalf of HP which describes the
specifications for construction, operation, maintenance, performance,
termination or completion of any Remedial Activities that are part of HP's
Remedial Obligation, including any changes, modifications or amendments thereto.
Section 6.21. Repair Activity. "Repair Activity" means any repair, maintenance
or replacement of any improvements, utilities, fixtures and equipment or
tangible personal property that are present on any Agilent Schedule 2 Facility
as of the Separation Date.
-18-
IN WITNESS WHEREOF, each of the parties hereto has caused this
Environmental Matters Agreement to be duly executed in its name and on its
behalf, all as of the date first written above.
HEWLETT-PACKARD COMPANY
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
Title: Associate General Counsel and
--------------------------------
Assistant Secretary
AGILENT TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Title: Senior Vice President, General
--------------------------------
Counsel and Secretary
[Signature Page to the Environmental Matters Agreement]
EXHIBIT 1
---------
Agilent Schedule 2 Facilities
1. Colorado Springs, CO - 1900 Garden of the ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
2. Loveland, CO - ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3. Palo Alto, CA - HP Labs - Building 24-26, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇
4. Palo Alto, CA - ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
5. Rockaway, NJ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
6. Santa Clara, CA - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
7. Sonoma, CA - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ / ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
8. Sonoma, CA - ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
9. Santa Clara, CA - ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Colorado Springs, CO
--------------------
1900 Garden of the ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Legal Description
File No. 1167920
Page 1 of 1
Parcel 1:
▇▇▇ ▇,
▇▇▇▇▇ ▇,
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ First Filing,
County of El Paso,
State of Colorado.
Parcel 2:
▇▇▇ ▇,
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇,
▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇,
▇▇▇▇▇ of Colorado.
Loveland, CO
------------
▇▇▇ ▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Legal Description: [See attached]
LEGAL DESCRIPTION
FILE NO. 1168084
PAGE 1 OF 7
PARCEL 1:
▇▇▇▇▇ ▇,
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ADDITION TO THE CITY OF LOVELAND,
AS PER THE PLAT RECORDED APRIL 21, 1961 AT RECEPTION NO. 797343.
COUNTY OF LARIMER,
STATE OF COLORADO.
AND
TRACT 2,
3RD SOUTH INDUSTRIAL ADDITION TO THE CITY OF LOVELAND,
AS PER THE PLAT RECORDED AUGUST 24, 1961. AT RECEPTION ▇▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
AND
TRACT 3,
BIG ▇▇▇▇▇▇▇▇ INDUSTRIAL PARK,
AS PER THE PLAT RECORDED DECEMBER 10, 1968 AT RECEPTION ▇▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
PARCEL 2:
LOVELAND TECHNOLOGICAL CENTER ADDITION TO THE CITY OF LOVELAND, AS
PER THE PLAT RECORDED JANUARY 16 1984 IN BOOK 2254 AT PAGE 1445 AT RECEPTION
▇▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
LEGAL DESCRIPTION
FILE NO. 1168084
PAGE 2 OF 7
PARCEL 3:
▇▇▇▇▇ ▇,
▇▇▇▇▇▇ ▇▇▇▇▇ INDUSTRIAL ADDITION TO THE CITY OF LOVELAND,
AS PER THE PLAT RECORDED APRIL 27, 1979 AT RECEPTION NO. 303908.
COUNTY OF LARIMER,
STATE OF COLORADO.
PARCEL 4:
A TRACT OF LAND AS DESCRIBED IN DEED RECORDED DECEMBER 5, 1990 AT RECEPTION NO.
90055865, DESCRIBED AS FOLLOWS:
ALL THAT PORTION OF SECTION 23, TOWNSHIP 5 NORTH, RANGE 69 WEST OF THE 6TH
P.M., LARIMER COUNTY, COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 23 AS
BEARING SOUTH 89 DEGREES 53 MINUTES 04 SECONDS WEST AND WITH ALL BEARINGS
CONTAINED HEREIN RELATIVE THERETO.
COMMENCING AT THE NORTHEAST CORNER OF SAID NORTHWEST ONE-QUARTER OF SECTION
23;
THENCE ALONG SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SECTION 23 SOUTH 89
DEGREES 53 MINUTES 04 SECONDS WEST 1323.19 FEET TO THE WEST LINE OF THE EAST
ONE-HALF OF SAID NORTHWEST ONE-QUARTER OF SECTION 23;
THENCE ALONG SAID WEST LINE SOUTH 00 DEGREES 22 MINUTES 40 SECONDS WEST 30.00
FEET TO THE SOUTH RIGHT-OF-WAY LINE OF WEST FIRST STREET ACCORDING TO THE
RECORDED PLAT OF CENTENNIAL PARK SECOND ADDITION TO THE CITY OF LOVELAND, COUNTY
OF LARIMER, STATE OF COLORADO AND A LINE WHICH IS PARALLEL WITH AND 30.00 FEET
(MEASURED AT RIGHT ANGLES) SOUTH OF SAID NORTH LINE OF THE NORTHWEST ONE-QUARTER
OF SECTION 23 AND THE TRUE POINT OF BEGINNING;
THENCE CONTINUING ALONG SAID WEST LINE OF THE EAST ONE-HALF OF THE NORTHWEST
ONE-QUARTER OF SECTION 23 SOUTH 00 DEGREES 22 MINUTES 40 SECONDS WEST 2597.85
FEET TO THE NORTH LINE OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 23;
THENCE ALONG THE WEST LINE OF THE NORTHEAST ONE-QUARTER OF SAID SOUTHWEST
ONE-QUARTER OF SECTION 23 SOUTH 00 DEGREES 22 MINUTES 07 SECONDS WEST 879.23
FEET TO THE NORTH LINE OF FOURTH SOUTH INDUSTRIAL ADDITION TO THE CITY OF
LOVELAND, COLORADO;
THENCE ALONG SAID NORTH LINE THE FOLLOWING TWO (2) COURSES AND DISTANCES:
1) NORTH 89 DEGREES 56 MINUTES 18 SECONDS EAST 1325.76 FEET;
2) NORTH 89 DEGREES 56 MINUTES 02 SECONDS EAST 119.66 FEET TO THE EAST LINE OF
SAID FOURTH SOUTH INDUSTRIAL ADDITION AND THE WEST LINE OF VALLEY SUBSTATION
ADDITION TO THE CITY OF LOVELAND, COLORADO;
LEGAL DESCRIPTION
FILE NO. 1168084
PAGE 3 OF 7
PARCEL 4 (CONT'D):
THENCE ALONG THE NORTH LINE OF SAID VALLEY SUBSTATION ADDITION NORTH 89 DEGREES
56 MINUTES 02 SECONDS EAST 192.37 FEET TO THE EASTERLY LINE OF SAID VALLEY
SUBSTATION ADDITION AND THE APPROXIMATE CENTERLINE OF THE BIG ▇▇▇▇▇▇▇▇ DITCH AND
MANUFACTURING COMPANY DITCH NO. 2;
THENCE ALONG SAID EASTERLY LINE AND SAID APPROXIMATE CENTERLINE THE FOLLOWING
FOUR (4) COURSES AND DISTANCES:
1) SOUTH 15 DEGREES O5 MINUTES 36 SECONDS EAST 58.83 FEET
2) SOUTH 29 DEGREES 13 MINUTES 06 SECONDS EAST 140.66 FEET;
3) SOUTH 47 DEGREES 14 MINUTES 15 SECONDS EAST 355.23 FEET;
4) SOUTH 60 DEGREES 03 MINUTES 39 SECONDS EAST 28.89 FEET TO THE SOUTH LINE OF
THE NORTHWEST ONE-QUARTER OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 23;
THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 56 MINUTES 02 SECONDS EAST 583.29
FEET TO THE EASTERLY LINE OF SECOND FAIRGROUNDS ADDITION TO THE CITY OF
LOVELAND, COLORADO AND THE WESTERLY LINE OF A 40 FOOT RIGHT-OF-WAY FOR COUNTY
ROAD NO. l5D AS DESCRIBED AND RECORDED IN BOOK 5 AT PAGE 74, RECORDS OF SAID
COUNTY:
THENCE ALONG SAID EASTERLY LINE AND SAID WESTERLY LINE NORTH 00 DEGREES 22
MINUTES 11 SECONDS WEST 611.86 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE
RIGHT HAVING A CENTRAL ANGLE OF 27 DEGREES 17 MINUTES 22 SECONDS AND A RADIUS OF
1534.35 FEET;
THENCE CONTINUING ALONG SAID EASTERLY LINE AND SAID WESTERLY LINE AND ALONG THE
ARC OF SAID CURVE NORTHEASTERLY 730.79 FEET TO THE END OF SAID CURVE AND TO THE
SOUTH LINE OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 23;
** THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 54 MINUTES 24 SECONDS EAST
45.06 FEET TO THE NORTHWESTERLY RIGHT-OF-WAY LINE OF THE BURLINGTON NORTHERN
RAILROAD AND THE BEGINNING OF A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 06
DEGREES 46 MINUTES 21 SECONDS AND A RADIUS OF 1494.35 FEET;
THENCE ALONG SAID NORTH-WESTERLY RIGHT-OF-WAY LINE AND ALONG THE ARC OF SAID
CURVE NORTHEASTERLY 176.63 FEET TO THE END OF SAID CURVE;
THENCE CONTINUING ALONG SAID NORTHWESTERLY RIGHT-OF-WAY LINE AND TANGENT FROM
SAID CURVE NORTH 34 DEGREES 28 MINUTES 36 SECONDS EAST 83.77 FEET TO A LINE
WHICH IS PARALLEL WITH AND 220.00 FEET (MEASURED AT RIGHT ANGLES) NORTH OF SAID
SOUTH LINE OF THE NORTHEAST ONE-QUARTER OF SECTION 23;
LEGAL DESCRIPTION
FILE NO. 1168084
PACE 4 OF 7
PARCEL 4 (CONT'D):
THENCE LEAVING SAID NORTHWESTERLY RIGHT-OF-WAY LINE AND ALONG SAID PARALLEL
LINE SOUTH 89 DEGREES 54 MINUTES 24 SECONDS WEST 48.58 FEET;
THENCE LEAVING SAID PARALLEL LINE NORTH 38 DEGREES 20 MINUTES 59 SECONDS EAST
148.05 FEET TO THE NORTHERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AND
RECORDED AS EXHIBIT "A" IN BOOK 2069 AT PAGE 0298, RECORDS OF SAID COUNTY;
THENCE ALONG SAID NORTHERLY LINE NORTH 55 DEGREES 41 MINUTES 19 SECONDS WEST
385.48 FEET;
THENCE LEAVING SAID NORTHERLY LINE NORTH 61 DEGREES 41 MINUTES 41 SECONDS WEST
299.85 FEET;
THENCE NORTH 25 DEGREES 54 MINUTES 11 SECONDS WEST 49.69 FEET;
THENCE NORTH 03 DEGREES 55 MINUTES 53 SECONDS WEST 71.81 FEET;
THENCE NORTH 13 DEGREES 27 MINUTES 27 SECONDS EAST 282.79 FEET;
THENCE NORTH 38 DEGREES 56 MINUTES 04 SECONDS EAST 245.63 FEET;
THENCE NORTH 24 DEGREES 36 MINUTES 54 SECONDS EAST 171.57 FEET TO THE EAST LINE
OF SAID NORTHWEST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 23;
THENCE ALONG SAID EAST LINE NORTH 00 DEGREES 18 MINUTES 41 SECONDS EAST 287.16
FEET TO THE SOUTHERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AND RECORDED
IN BOOK 245 AT PAGE 38, RECORDS OF SAID COUNTY;
THENCE LEAVING SAID EAST LINE AND ALONG SAID SOUTHERLY LINE NORTH 38 DEGREES 21
MINUTES 19 SECONDS WEST 128.00 FEET;
THENCE LEAVING SAID SOUTHERLY LINE NORTH 67 DEGREES 02 MINUTES 38 SECONDS WEST
160.50 FEET;
THENCE NORTH 40 DEGREES 28 MINUTES 14 SECONDS WEST 199.06 FEET;
THENCE SOUTH 67 DEGREES 37 MINUTES 39 SECONDS WEST 284.26 FEET;
THENCE SOUTH 79 DEGREES 54 MINUTES 27 SECONDS WEST 176.78 FEET;
THENCE NORTH 89 DEGREES 27 MINUTES 41 SECONDS WEST 216.20 FEET;
THENCE NORTH 60 DEGREES 07 MINUTES 26 SECONDS WEST 187.85 FEET;
THENCE NORTH 36 DEGREES 38 MINUTES 29 SECONDS WEST 291.50 FEET;
THENCE NORTH 24 DEGREES 58 MINUTES 43 SECONDS WEST 407.63 FEET
TO THE SAID SOUTH RIGHT-OF-WAY LINE OF WEST FIRST STREET AND A LINE WHICH IS
PARALLEL WITH AND 30.00 FEET (MEASURED AT RIGHT ANGLES) SOUTH OF THE NORTH LINE
OF THE NORTHWEST ONE-QUARTER OF SECTION 23;
THENCE ALONG SAID SOUTH RIGHT-OF-WAY LINE AND SAID PARALLEL LINE SOUTH 89
DEGREES 53 MINUTES 04 SECONDS WEST 1122.96 FEET TO THE TRUE POINT OF BEGINNING,
AND
LEGAL DESCRIPTION
FILE NO. 1168084
PAGE 5 OF 7
A TRACT OF LAND IN DEED RECORDED APRIL 28, 1992 AT RECEPTION NO. 92022673,
DESCRIBED AS FOLLOWS:
ALL THAT PORTION OF THE NORTHEAST ONE-QUARTER OF SECTION 23, TOWNSHIP
5 NORTH, RANGE 69 WEST, OF THE 6TH P.M., LARIMER COUNTY, COLORADO, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE NORTH LINE OF THE NORTHWEST ONE-QUARTER OF SAID SECTION 23 AS
BEARING SOUTH 89 DEGREES 53 MINUTES 53 SECONDS WEST AND WITH ALL BEARINGS
CONTAINED HEREIN RELATIVE THERETO.
COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 23;
THENCE ALONG SAID NORTH LINE OF THE NORTHEAST ONE-QUARTER OF SECTION 23 SOUTH
89 DEGREES 53 MINUTES 53 SECONDS WEST 1323.01 FEET TO THE WEST LINE OF THE
EAST ONE-HALF OF SAID NORTHEAST ONE-QUARTER OF SECTION 23:
THENCE ALONG SAID WEST LINE SOUTH 00 DEGREES 18 MINUTES 41 SECONDS WEST
2628.54 FEET TO THE SOUTH LINE OF SAID NORTHEAST ONE-QUARTER OF SECTION 23:
* THENCE ALONG SAID SOUTH LINE NORTH 89 DEGREES 54 MINUTES 24 SECONDS EAST
53.53 FEET TO THE EASTERLY LINE OF THAT CERTAIN PARCEL OF LAND DESCRIBED AND
RECORDED AS EXHIBIT "A" IN BOOK 2069 AT PAGE 0298, RECORDS OF SAID COUNTY AND A
LINE, WHICH IS PARALLEL WITH AND 80.00 FEET (MEASURED AT RIGHT ANGLES)
NORTHWESTERLY OF THE NORTHWESTERLY RIGHT-OF-WAY LINE OF THE BURLINGTON
NORTHERN RAILROAD AND THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF
BEGINNING BEING THE BEGINNING OF A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE
OF 08 DEGREES 17 MINUTES 49 SECONDS AND A RADIUS OF 1574.35 FEET;
THENCE ALONG SAID EASTERLY LINE OF LAND IN BOOK 2069 AT PAGE 0298, SAID
PARALLEL LINE, AND THE ARC OF SAID CURVE NORTHEASTERLY 227.98 FEET TO THE END
OF SAID CURVE;
THENCE CONTINUING ALONG SAID EASTERLY LINE OF LAND IN BOOK 2069 AT PAGE 0298,
SAID PARALLEL LINE, AND TANGENT FROM SAID CURVE NORTH 34 DEGREES 28 MINUTES
36 SECONDS EAST 203.77 FEET TO THE NORTHERLY LINE OF SAID LAND IN BOOK 2069 AT
PAGE 0298 AND TO THE NORTHEASTERLY LINE OF THAT CERTAIN PARCEL OF LAND
DESCRIBED IN DEED RECORDED IN B00K ▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇;
THENCE LEAVING SAID EASTERLY LINE OF LAND IN BOOK 2069 AT PAGE 0298 AND ALONG
SAID NORTHEASTERLY LINE OF LAND IN BOOK 580 AT PAGE 219 SOUTH 55 DEGREES 41
MINUTES 19 SECONDS EAST 5O.00 FEET TO A LINE WHICH IS PARALLEL WITH AND
30.00 FEET (MEASURED AT RIGHT ANGLES) NORTHWESTERLY OF SAID NORTHWESTERLY
RIGHT-OF-WAY LINE OF THE BURLINGTON NORTHERN RAILROAD;
THENCE ALONG SAID PARALLEL LINE SOUTH 34 DEGREES 28 MINUTES 36 SECONDS WEST
139.00 FEET;
LEGAL DESCRIPTION
FILE NO. 1168084
PAGE 6 OF 7
PARCEL 4 (CONT'D):
THENCE LEAVING SAID PARALLEL LINE SOUTH 55 DEGREES 41 MINUTES 19 SECONDS EAST
30.00 FEET TO SAID NORTHWESTERLY RIGHT-OF-WAY LINE OF THE BURLINGTON NORTHERN
RAILROAD;
THENCE ALONG SAID NORTHWESTERLY RIGHT-OF-WAY LINE SOUTH 34 DEGREES 28 MINUTES
36 SECONDS WEST 65.00 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE LEFT
HAVING A CENTRAL ANGLE OF 06 DEGREES 46 MINUTES 21 SECONDS AND A RADIUS OF
1494.35 FEET;
THENCE CONTINUING ALONG SAID NORTHWESTERLY RIGHT-OF-WAY LINE, AND ALONG THE
ARC OF SAID CURVE SOUTHWESTERLY 176.63 FEET TO SAID SOUTH LINE OF THE
NORTHEAST ONE-QUARTER OF SECTION 23;
THENCE NON-TANGENT FROM SAID CURVE, LEAVING SAID NORTHWESTERLY RIGHT-OF-WAY
LINE, AND ALONG SAID SOUTH LINE OF THE NORTHEAST ONE-QUARTER OF SECTION 23 SOUTH
89 DEGREES 54 MINUTES 24 SECONDS WEST 89.81 FEET TO THE TRUE POINT OF BEGINNING,
COUNTY OF LARIMER,
STATE OF COLORADO,
EXCEPTING FROM THE ABOVE DESCRIBED LAND, THAT PORTION CONVEYED TO THE CITY OF
LOVELAND IN DEED RECORDED MAY 6, 1992 AT RECEPTION NO. 92024828; AND
EXCEPTING THEREFROM, ANY PORTION CONTAINED WITHIN THE HEWLETT-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
ADDITION RECORDED OCTOBER 5, 1998 AT RECEPTION NO. 98086644; AND
EXCEPTING THEREFROM, ANY PORTION CONTAINED WITHIN THE CMS ADDITION TO THE CITY
OF LOVELAND RECORDED AUGUST 17, 1994 AT RECEPTION NO. 94069415.
NOTE: THE LEGAL DESCRIPTIONS CONTAINED IN PARCEL 4 ARE SUBJECT TO SATISFACTORY
COMPLETION OF REQUIREMENTS CONTAINED IN SCHEDULE B, SECTION 1 HEREIN.
PARCEL 5:
▇▇▇ ▇,
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
AS PER THE PLAT RECORDED DECEMBER 10, 1968 AT RECEPTION ▇▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
LEGAL DESCRIPTION
FILE NO.1168084
PAGE 7 OF 7
PARCEL 6:
▇▇▇ ▇,
▇▇▇▇▇ ▇,
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ SECOND SUBDIVISION TO THE CITY OF LOVELAND, AS PER
THE PLAT RECORDED SEPTEMBER 12, 1989 AT RECEPTION ▇▇. ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
PARCEL 7:
TRACT A,
HEWLETT-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ADDITION TO THE CITY OF LOVELAND,
AS PER THE PLAT RECORDED OCTOBER 5, 1998 AT RECEPTION NO. 98086644,
COUNTY OF LARIMER,
STATE OF COLORADO.
PARCEL 8:
TRACT 1,
CMS ADDITION TO THE CITY OF LOVELAND,
AS PER THE PLAT RECORDED AUGUST 17, 1994 AT RECEPTION NO. 94069415,
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.
▇▇▇▇ ▇▇▇▇, ▇▇
-------------
HP Labs
Building 24-26
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
As identified in Lease made and entered into as of the 29/th/ day of October
1969 by and between The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior
University and ▇▇▇▇▇▇▇▇▇ Camera and Instrument Corporation and amended by
Agreement for Assignment of Lease dated August 26, 1974, by Lease Amendment
Agreement dated as of June 24, 1983, by Lease Amendment dated as of July 31,
1985, and by Lease Amendment Agreement dated as of June 22, 1989 by and between
The Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Junior University, and Hewlett-
Packard Company for certain parcels of land described on Exhibit A (attached
hereto).
Parcel 1
All that certain real property situate in the City of Palo Alto, County of Santa
▇▇▇▇▇, being a portion of Parcel A as said parcel is shown on that certain
Parcel Map recorded May 22, 1969, in Book 254 of Parcel Maps at page 1, Official
Records of Santa ▇▇▇▇▇ County, more particularly described as follows:
BEGINNING at a point on the Southwesterly line of Road "B" (70 feet in width) as
said road is shown on the aforementioned Parcel Map, said point of beginning
bearing South 65(degrees)06'26" East 347.24 feet from the Westerly terminus of
the course North 65(degrees)06'26" West 659.31 feet as said course is shown on
the aforementioned Parcel Map; thence from said point of beginning along the
Southwesterly line of the aforementioned ▇▇▇▇ "▇" ▇▇▇▇▇ ▇▇(▇▇▇▇▇▇▇)▇▇'▇▇" East
312.07 feet; thence along the arc of a curve to the right, having a radius of
965 feet, through a central angle of 41(degrees)46'06", a distance of 703.48
feet; thence South 23(degrees)20'20" East 148.15 feet; thence leaving the
Southwesterly line of the aforementioned ▇▇▇▇ "▇" ▇▇▇▇▇ ▇▇(▇▇▇▇▇▇▇)▇▇'▇▇" West
581.37 feet; thence North 23(degrees)20'20" West 648.61 feet; thence North
65(degrees)06'26" West 236.00 feet; thence North 24(degrees)53'34" East 14.76
feet; thence along the arc of a tangent curve to the left, having a radius of 20
feet, through a central angle of 21(degrees)40'04", a distance of 7.56 feet;
thence along the arc of a reverse curve to the right, having a radius of 110
feet, through a central angle of 22(degrees)50'07", a distance of 43.84 feet;
thence along the arc of a compound curve to the right, having a radius of 305
feet, through a central angle of 31(degrees)51'09", a distance of 169.56 feet;
thence along the arc of a reverse curve to the left, having a radius of 10 feet,
through a central angle of 31(degrees)01'12", a distance of 5.41 feet; thence a
central angle of 31(degrees)01'12", a distance of 5.41 feet; thence North
24(degrees)53'34" East 115.06 feet to the point of beginning.
CONTAINING 11.074 acres of land, more or less.
RESERVING THEREFROM a 10-foot water line easement as said easement is recorded
in Book 6346 of Official Records of Santa ▇▇▇▇▇ County at page 554, the
centerline of which is more particularly described as follows:
BEGINNING at a point on the Westerly line of the aforementioned Parcel ▇, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇(▇▇▇▇▇▇▇)▇▇'▇▇" West 16.36 feet from the point of
beginning of the aforementioned Parcel 1; thence from said point of beginning
South 76(degrees)25'02" East 60.43 feet; thence North 69(degrees)53'34" East
6.38 feet to a point on the Southwesterly line of the aforementioned Road "B",
said point being the terminus of said centerline.
Exhibit A
Parcel 2
All that certain real property situate in the City of Palo Alto, County of Santa
▇▇▇▇▇, being a portion of Parcel A as said parcel is shown on that certain
Parcel Map recorded May 22, 1969, in Book 254 of Parcel Maps at page 1, Official
Records of Santa ▇▇▇▇▇ County, more particularly described as follows:
BEGINNING at a point in the Southwesterly line of Road "B" (70 feet in width)
as, said Road "B" is shown on the aforesaid Parcel Map, said point bearing
South 23(degrees)20'20" East 148.15 feet from the Northerly terminus of the
course North 23(degrees)20'20" West 440.00 feet as said course is shown on the
aforementioned Parcel Map; thence from said point of beginning along the
Southwesterly line of ▇▇▇▇ "▇" ▇▇▇▇▇ ▇▇(▇▇▇▇▇▇▇)▇▇'▇▇" East 291.85 feet; thence
South 14(degrees)36'34" East 79.07 feet; thence South 23(degrees)20'20" East
85.00 feet; thence along the arc of a tangent curve to the right, having a
radius of 20 feet, through a central angle of 90(degrees)00', a distance of
31.42 feet to a point on the Northerly line of Arastradero Road as said
Arastradero Road is shown on the aforementioned Parcel Map; thence South
66(degrees)39'40" West 488.00 feet; thence North 23(degrees)20'20" West 475.00
feet; thence North 66(degrees)39'40" East 520.00 feet to the point of
beginning.
CONTAINING 5.629 acres of land, more or less.
Exhibit A
Parcel 3
All that certain real property situate in the City of Palo Alto, County of Santa
▇▇▇▇▇, being a portion of Parcel A as said parcel is shown on that certain
Parcel Map recorded May 22, 1969, in Book 254 of Parcel Maps at page 1, Official
Records of Santa ▇▇▇▇▇ County, more particularly described as follows:
BEGINNING at the most Northerly corner of the aforementioned Parcel A, said
point of beginning also lying on the Southwesterly line of Road "B" (70 feet in
width) as said Road "B" is shown on the aforementioned Parcel Map; thence from
said point of beginning South 12(degrees)46'51" East 522.61 feet; then South
30(degrees)41'51" East 1330.33 feet; thence North 66(degrees)39'40" East 167.44
feet; thence North 23(degrees)20'20" West 475.00 feet; thence South
66(degrees)39'40" West 61.37 feet; thence North 23(degrees)20'20" West 648.61
feet; thence South 66(degrees)39'40" West 61.37 feet; thence North
23(degrees)20'20" West 648.61 feet; thence North 65(degrees)06'26" West 236.00
feet; thence North 24(degrees)53'34" East 14.76 feet; thence along the arc of a
tangent curve to the left, having a radius of 20 feet, through a central angle
of 21(degrees)40'04", a distance of 7.56 feet; thence along the arc of a reverse
curve to the right, having a radius of 110 feet, through a central angle of
22(degrees)50'07", a distance of 43.84 feet; thence along the arc of a compound
curve to the right, having a radius of 305 feet, through a central angle of
31(degrees)51'09", a distance of 169.56 feet; thence along the arc of a reverse
curve to the left, having a radius of 10 feet, through a central angle of
31(degrees)01'12", a distance of 5.41 feet; thence North 24(degrees)53'34" East
115.06 feet to a point on the Southwesterly line of the aforementioned Road "B";
thence along the Southwesterly line of the aforementioned ▇▇▇▇ "▇" ▇▇▇▇▇
▇▇(▇▇▇▇▇▇▇)▇▇'▇▇" West 347.24 feet; thence along the arc of a tangent curve to
the left, having a radius of 765 feet, through a central angle of
8(degrees)06'51", a distance of 108.34 feet to the point of beginning.
CONTAINING 8.576 acres of land, more or less.
RESERVING THEREFROM a 10-foot water line easement as said easement is filed for
record in Book 6346, Official Records of Santa ▇▇▇▇▇ County, at page 554, the
centerline of which is more particularly described as follows:
BEGINNING at a point on the Southwesterly line of the aforementioned Road "B",
said point bearing South 65(degrees)06'26" East 129.16 feet from the Westerly
terminus of the course North 65(degrees)06'26" West 659.31 feet, as said course
is shown on the aforementioned Parcel Map; thence from said point of beginning
South 20(degrees)06'26" East 46.21 feet; thence South 56(degrees)34'35" East
60.00 feet; thence South 76(degrees)25'02" East 128.57 feet to a point on the
Easterly line of Parcel 3, said point being the terminus of said centerline.
EXHIBIT A
Palo Alto, CA
-------------
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Legal Description:
All that certain real property situated in the City of Palo Alto, County of
Santa ▇▇▇▇▇, State of California, more particularly described as follows:
All of Parcel 1, as said Parcel is shown upon that certain Parcel Map entitled,
"Parcel Map, consisting of all of Block 4 'Map of Sunnyside Addition to the Town
of ▇▇▇▇▇▇▇▇' (K Maps, 47) and portions ▇▇▇▇ ▇, ▇, ▇ & ▇ ▇▇ '▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
of ▇▇▇▇▇▇▇▇' (C Misc. Records, 350)", which Map was field for record in the
Office of the Recorder of the County of Santa ▇▇▇▇▇, State of California on June
27, 1975 in Book 358 of Maps, at Page 23.
Rockaway, NJ
------------
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Legal Description: [See attached]
--------------------------------------------------------------------------------
Issued By:
CHICAGO TITLE INSURANCE COMPANY Schedule A - Description
--------------------------------------------------------------------------------
COMMERCIAL COMMITMENT FOR TITLE INSURANCE
----------
Your Reference: NBU #160990328/HEWLETT PACKARD - TBA Commitment No: 9921-80019
----------
4. The land referred to in this Commitment is described as follows:
ALL THAT CERTAIN TRACT, PARCEL AND LOT OF LAND LYING AND BEING SITUATE IN
THE TOWNSHIP OF ROCKAWAY, COUNTY OF ▇▇▇▇▇▇, STATE OF NEW JERSEY, BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
TRACT ONE
BEGINNING AT A POINT LOCATED ON THE NORTHERLY SIDE OF MERIDEN ROAD 50.57
FEET ON A COURSE OF NORTH 06 DEGREES 22 MINUTES 20 SECONDS WEST FROM A
CONCRETE MONUMENT SET ON THE SOUTHERLY SIDE OF MERIDEN ROAD AT A POINT
WHERE THE LANDS OF THE GRANTOR HEREIN ADJOIN LANDS OF HEWLETT-PACKARD
COMPANY AND FROM SAID BEGINNING RUNNING THENCE
(1) SOUTH 06 DEGREES 22 MINUTES 20 SECONDS EAST AND ALONG THE SAID LANDS
OF HEWLETT-PACKARD CO., CROSSING THE AFORESAID CONCRETE MONUMENT, 1,708.08
FEET TO A POINT MARKED BY AN IRON PIPE; THENCE
(2) SOUTH 12 DEGREES 17 MINUTES WEST STILL ALONG LANDS OF HEWLETT-PACKARD
264 FEET TO A POINT MARKED BY AN IRON PIPE AT THE BASE OF A CHERRY TREE;
THENCE
(3) SOUTH 33 DEGREES 56 MINUTES WEST 1,445.40 FEET TO A POINT IN THE LINE
OF LANDS NOW OR FORMERLY OWNED BY ▇▇▇▇▇▇▇ ▇▇▇▇; THENCE
(4) NORTH 83 DEGREES 14 MINUTES EAST ALONG THE LANDS OF SAID ▇▇▇▇▇▇▇ ▇▇▇▇
41.40 FEET TO A POINT IN THE CENTERLINE OF BEAVER BROOK; THENCE
(5) IN A GENERALLY NORTHEASTERLY DIRECTION ALONG THE CENTERLINE OF BEAVER
BROOK THE VARIOUS COURSES AND DISTANCES THEREOF APPROXIMATELY 3,550 FEET,
MORE OR LESS TO THE POINT AT WHICH THE CENTERLINE OF BEAVER BROOK
INTERSECTS THE WESTERLY LINE OF LANDS NOW OR FORMERLY OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇;
THENCE
(6) NORTH 39 DEGREES 22 MINUTES 50 SECONDS WEST ALONG SAID LINE OF LANDS
OF ▇▇▇▇▇▇▇▇ AND ALSO ALONG THE WESTERLY LINE OF LANDS NOW OR FORMERLY OF
CONQRUENT MACHINE CO., INC., 930.20 FEET TO A POINT ON THE SOUTHERLY SIDE
OF MERIDEN ROAD, WHICH LINE PASSES OVER A NEWLY SET CONCRETE MONUMENT 16
FEET FROM ITS TERMINUS; THENCE
(7) SOUTH 87 DEGREES 23 MINUTES WEST CROSSING MERIDEN ROAD TO ITS
NORTHERLY SIDE 303.90 FEET TO A POINT; THENCE
(8) NORTH 78 DEGREES 22 MINUTES 30 SECONDS WEST, ALONG THE NORTHERLY SIDE
OF
(Continued on Next Page)
Page A2 - 1
--------------------------------------------------------------------------------
Issued By:
CHICAGO TITLE INSURANCE COMPANY Schedule A - Description (cont'd
--------------------------------------------------------------------------------
COMMERCIAL COMMITMENT FOR TITLE INSURANCE
----------
Your Reference: NBU #160990328/HEWLETT PACKARD - TBA Commitment No: 9921-80019
----------
MERIDEN ROAD 267.27 FEET TO THE POINT AND PLACE OF BEGINNING.
TRACT TWO
BEGINNING AT A STAKE IN THE FIRST LINE OF A TRACT OF 51.48 ACRES OF LAND
CONVEYED BY COLUMBUS BEACH AND WIFE TO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BY DEED DATED
JULY 1, 1955 AND RECORDED IN THE ▇▇▇▇▇▇ COUNTY RECORD OF DEEDS IN BOOK S-5,
PAGES 80 & c., SAID STAKE BEING AT A POINT IN SAID FIRST LINE WHERE IT IS
INTERSECTED BY THE SOUTHEASTERLY RIGHT OF WAY LINE OF THE HIBERNIA MINE
RAILROAD, AND BEING DISTANT FIVE HUNDRED EIGHTY EIGHT AND FORTY TWO ONE-
HUNDREDTHS (588.42) FEET ON A COURSE OF NORTH 51 DEGREES19 MINUTES WEST
FROM THE BEGINNING CORNER OF SAID 51.48 ACRE TRACT, SAID STAKE BEING ALSO
DISTANT 1438.23 FEET ON A COURSE OF SOUTH 38 DEGREES 36 MINUTES WEST FROM
NEW JERSEY GEODETIC CONTROL SURVEY MONUMENT #4305 AND FROM SAID BEGINNING
POINT RUNS; THENCE
(1) ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF SAID HIBERNIA MINE
RAILROAD NORTH 39 DEGREES FIFTY THREE MINUTES EAST 1101.75 FEET TO A STAKE;
THENCE
(2) STILL ALONG SAID RIGHT OF WAY LINE NORTH 46 DEGREES 39 MINUTES EAST
373.91 FEET TO A STAKE; (NOTE: THIS POINT IS DISTANT 83.96 FEET ON A COURSE
OF SOUTH 74 DEGREES 52 MINUTES EAST FROM SAID GEODETIC CONTROL SURVEY
MONUMENT #4305); THENCE
(3) FOLLOWING ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF SAID RAILROAD
NORTH 44 DEGREES 56 MINUTES EAST 176.97 FEET TO A STAKE; THENCE
(4) NORTH 43 DEGREES 39 MINUTES EAST 556.06 FEET TO A STAKE; THENCE
(5) NORTH 44 DEGREES 58 MINUTES EAST 488.10 FEET TO A STAKE; THENCE
(6) NORTH 42 DEGREES 41 MINUTES EAST 560.83 FEET TO A STAKE; (NOTE: THIS
POINT IS DISTANT 52.17 FEET ON A COURSE OF NORTH 66 DEGREES 51 MINUTES
EAST FROM NEW JERSEY GEODETIC CONTROL SURVEY MONUMENT #4306); THENCE
(7) STILL FOLLOWING ALONG THE EASTERLY RIGHT OF WAY LINE OF SAIDHIBERNIA
MINE RAILROAD NORTH 38 DEGREES 43 MINUTES EAST 98.79 FEET TO A STAKE;
THENCE
(8) NORTH 32 DEGREES 30 MINUTES EAST 82.41 FEET TO A STAKE; THENCE
(9) NORTH 26 DEGREES 37 MINUTES EAST 101.75 FEET TO A STAKE; THENCE
(10) NORTH 16 DEGREES 43 MINUTES EAST 105.69 FEET TO A STAKE; THENCE
(11) NORTH 6 DEGREES 24 MINUTES EAST 113.42 FEET TO A STAKE; THENCE
(12) NORTH 5 DEGREES 27 MINUTES WEST 156.36 FEET TO A STAKE; THENCE
(13) NORTH 08 DEGREES 41 MINUTES WEST 943.80 FEET TO A STAKE AT THE
Page A2 - 2
--------------------------------------------------------------------------------
Issued By:
CHICAGO TITLE INSURANCE COMPANY Schedule A - Description (cont'd
--------------------------------------------------------------------------------
COMMERCIAL COMMITMENT FOR TITLE INSURANCE
----------
Your Reference: NBU #160990328/HEWLETT PACKARD - TBA Commitment No: 9921-80019
----------
INTERSECTION OF THE SAID EASTERLY RIGHT-OF-WAY LINE OF THE HIBERNIA MINE
RAILROAD WITH THE SOUTHEASTERLY RIGHT OF WAY LINE OF THE OLD BRANCH
RAILROAD LEADING TO THE BEACH ▇▇▇▇ MINE THEN ALONG THE SOUTHEASTERLY
RIGHT-OF-WAY LINE OF SAID BRANCH RAILROAD THE FOLLOWING COURSES; THENCE
(14) NORTH 3 DEGREES 11 MINUTES WEST 118.22 FEET TO A STAKE; THENCE
(15) NORTH 11 DEGREES 57 MINUTES EAST 152.32 FEET TO A STAKE; THENCE
(16) NORTH 17 DEGREES 36 MINUTES EAST 195.55 FEET TO A STAKE; THENCE
(17) NORTH 21 DEGREES 46 MINUTES EAST 99.80 FEET TO A STAKE; THENCE
(18) NORTH 30 DEGREES 29 MINUTES EAST 82.98 FEET TO A STAKE; THENCE
(19) NORTH 37 DEGREES 40 MINUTES EAST 79.42 FEET TO A STAKE AT THE
INTERSECTION OF THE SOUTHEASTERLY RIGHT OF WAY LINE OF THE AFORESAID BRANCH
RAILROAD WITH THE SOUTHEASTERLY SIDE OF THE ROAD LEADING FROM BEACH ▇▇▇▇ TO
MERIDEN; THENCE
(20) ALONG THE SOUTHEASTERLY SIDE OF SAID ROAD LEADING TO MERIDEN NORTH 56
DEGREES 10 MINUTES EAST 326.63 FEET TO A STAKE; THENCE
(21) STILL ALONG THE SOUTHEASTERLY SIDE OF SAID ROAD NORTH 79 DEGREES 15
MINUTES EAST 164.29 FEET TO AN OLD IRON PIPE AT THE END OF A POST AND WIRE
FENCE; THENCE
(22) LEAVING SAID ROAD AND FOLLOWING ALONG THE SAID POST AND WIRE FENCE
LINE SOUTH 13 DEGREES 34 MINUTES EAST 613.86 FEET TO AN IRON PIN AT AN
ANGLE POINT IN SAID FENCE LINE; THENCE
(23) STILL ALONG SAID FENCE SOUTH 13 DEGREES 10 MINUTES EAST 973.82 FEET
TO AN IRON PIN AT ANOTHER ANGLE POINT IN SAID FENCE LINE; THENCE
(24) STILL ALONG SAID FENCE SOUTH 1 DEGREE 10 MINUTES WEST 330 FEET TO AN
IRON PIN AT ANOTHER ANGLE POINT IN SAID FENCE LINE; THENCE
(25) STILL ALONG SAID POST AND WIRE FENCE SOUTH 27 DEGREES 1 MINUTE WEST
1419.45 FEET TO A POINT BY BEAVER BROOK; THENCE
(26) SOUTH 54 DEGREES 19 MINUTES WEST 380.82 FEET TO A POINT ON THE
NORTHWESTERLY EDGE OF SAID BEAVER BROOK, AND IN AN OLD POST AND WIRE FENCE
LINE; THENCE
(27) ALONG SAID FENCE LINE NORTH 41 DEGREES 25 MINUTES WEST 129.36 FEET
TO AN IRON POINT AT AN ANGLE POINT THEREIN; THENCE
(28) CONTINUING ALONG SAID FENCE LINE SOUTH 30 DEGREES 37 MINUTES WEST
Page A2 - 3
--------------------------------------------------------------------------------
Issued By:
CHICAGO TITLE INSURANCE COMPANY Schedule A - Description (cont'd
--------------------------------------------------------------------------------
COMMERCIAL COMMITMENT FOR TITLE INSURANCE
----------
Your Reference: NBU #160990328/HEWLETT PACKARD - TBA Commitment No: 9921-80019
----------
310.09 FEET TO AN OLD IRON BAR AT ANOTHER ANGLE POINT THEREIN; THENCE
(29) STILL ALONG SAID FENCE SOUTH 70 DEGREES 34 MINUTES WEST 1310.18 FEET
TO A STAKE AT AN ANGLE POINT THEREIN; THENCE
(30) STILL ALONG SAID FENCE LINE SOUTH 16 DEGREES 23 MINUTES WEST 1273.13
FEET TO A CONCRETE MONUMENT; SAID MONUMENT MARKING THE BEGINNING CORNER OF
THE AFORESAID TRACT OF 51.48 ACRES CONVEYED TO ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, THENCE
(31) ALONG THE FIRST LINE OF SAID 51.48 ACRE TRACT NORTH 51 DEGREES 19
MINUTES WEST 588.42 FEET TO THE POINT AND PLACE OF BEGINNING.
BEING ALSO KNOWN AS (REPORTED FOR INFORMATIONAL PURPOSES ONLY):
▇▇▇▇ ▇ ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇ THE OFFICIAL TAX MAP OF THE TOWNSHIP OF
ROCKAWAY IN THE COUNTY OF ▇▇▇▇▇▇
Page ▇▇ - ▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇
---------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
As identified in the Lease entered into October 2, 1978 by and between ▇▇▇▇▇▇
▇▇▇▇, M.D. and Won Mi Kwon, husband and wife, and Avantek, Inc. for the tract or
tracts of land situated in the City of Santa ▇▇▇▇▇, the County of Santa ▇▇▇▇▇,
and the State of California, more particularly described as Parcel L-1, as said
parcel is shown on that certain Parcel Map filed October 5, 1973, in Book 331 of
Maps, at page 11, Records of Santa ▇▇▇▇▇ County, together with the buildings and
other improvements now or hereafter located thereon, and as modified by the
First Amendment to Lease dated July 31, 1993 between ▇▇▇▇▇▇ ▇▇▇▇, M.D. and Won
Mi Kwon, and Avantek, Inc. and as identified in the Indenture of Lease dated
April 10, 1974 by and between the Prudential Insurance Company of America and
Avantek, Inc. for the real property together with the buildings and improvements
as described as follows: Parcel "M-1," as shown on that Parcel Map filed on
October 5, 1973, in Book 331 of Maps, page 11, Santa ▇▇▇▇▇ County Records, and
as amended by the Amendment to Lease executed April 1, 1978, and by the
Amendment to Lease Number One dated August 15, 1988, and by the Third Amendment
to Lease executed September 20, 1993, and the Fourth Amendment to Lease dated
July 15, 1998.
Sonoma, CA
----------
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇/
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Identified in the Lease Agreement dated January 18, 1973 by and between ▇▇▇▇ ▇.
▇▇▇▇▇▇ and Hewlett-Packard Company for premises located near the northwest
corner of Airway Drive and ▇▇▇▇▇ Road in Santa Rosa, California, and contained
in Sonoma County Assessor's parcel numbers ▇▇▇-▇▇▇-▇▇ and ▇▇▇-▇▇▇-▇▇, as amended
by the Amendment to Lease Agreement dated March 26, 1979, and by the Second
Amendment to Lease dated June 1, 1985.
Sonoma, CA
----------
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Legal Description: [See attached]
DESCRIPTION
TRACT ONE:
PARCEL ONE:
PARCEL 1, AS SHOWN UPON THE PARCEL MAP NO. 507, FILED FEBRUARY 1, 1993, IN BOOK
503 OF MAPS, AT PAGES 16, 17, 18, AND 19, SONOMA COUNTY RECORDS.
APN ▇▇▇-▇▇▇-▇▇▇ AND ▇▇▇-▇▇▇-▇▇▇
PARCEL TWO:
AN EASEMENT FOR DRAINAGE PURPOSES, TOGETHER WITH INCIDENTALS THERETO, AS SHOWN
UPON THE PARCEL MAP NO. 507, HEREINABOVE DESCRIBED.
TRACT TWO:
PARCEL ONE:
PARCEL 2, AS SHOWN UPON THE PARCEL MAP NO. 507, FILED FEBRUARY 1, 1993, IN BOOK
503 OF MAPS, AT PAGES 16, 17, 18 AND 19, SONOMA COUNTY RECORDS.
APN ▇▇▇-▇▇▇-▇▇▇
PARCEL TWO:
AN EASEMENT FOR A WELL, ACCESS AND UTILITY PURPOSES, TOGETHER WITH INCIDENTALS
THERETO, AS SHOWN UPON THE PARCEL MAP NO. 507, HEREINABOVE DESCRIBED.
▇▇▇-▇▇▇-▇▇▇
Santa Clara, CA
---------------
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇ ▇▇▇▇▇, ▇▇
Legal Description: [See attached]
DESCRIPTION
All that certain Real Property in the City of Santa ▇▇▇▇▇, County of Santa
▇▇▇▇▇, State of California, described as follows:
PARCEL ONE:
Beginning at a point on the Southeasterly corner of Parcel "B", as shown on that
certain Record of Survey filed June 15, 1964 in Book 180 of Maps, page 20, Santa
▇▇▇▇▇ County Records, said point lying in the Northeasterly line of ▇▇▇▇▇▇▇▇
▇▇▇▇▇ Freeway; thence along the Northeasterly line of said Freeway South 59 deg
44' 31" East 217.90 feet to a point on the Westerly line of Lot "B" as shown on
that certain Map entitled, "Map of the Estate of Nich Zarevich", filed August
20, 1945 in Book 6 of Maps, page 56, Santa ▇▇▇▇▇ County Records; thence along
the Westerly line of Lot "B", North 0 deg 22' East 1212.87 feet to a point on
the common corner of said ▇▇▇ "▇", ▇▇▇ ▇▇▇ "▇", ▇▇ ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ of
▇▇▇▇ ▇▇▇▇▇▇▇▇; thence South 89 deg 19' 12" West and along the Northerly line of
said Lot "A", 460.90 feet to the point on the most Northeasterly corner of
Cupertino Union School District Land; thence South 0 deg 38' 10" East 170.00
feet to a point on the most Northwesterly corner of Parcel "A" of said Record of
Survey herein above mentioned; thence along the Northerly line of said Parcel
"A" North 89 deg 19' 12" East 263.21 feet; thence South 0 deg 38' 10" East and
along the Easterly line of said Parcel "A" and Parcel "B" of said Record of
Survey, 935.22 feet to the Point of Beginning, and being a portion of Lot "A" of
that certain Map entitled, "Map of the Estate of ▇▇▇▇ ▇▇▇▇▇▇▇▇", filed for
record August 20, 1945 in Book 6 of Maps, page 56, Santa ▇▇▇▇▇ County Records.
PARCEL TWO:
Beginning at the point of intersection of the center line of Stevens Creek Road
with ▇▇▇▇▇▇▇▇ Station Road, as said Roads are shown upon the Map hereinafter
referred to; thence along the center line of said Stevens Creek Road South 89
deg 19' 49" West 1350.28 feet to a point that is distant North 89 deg 56' East
1049.22 feet from the Southwesterly corner of that certain 100 acre tract
of land conveyed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, to ▇▇▇▇ ▇▇▇▇▇▇▇▇, et ux, by deed dated
December 11, 1930, recorded in Book 543 of Official Records, page 433, Santa
▇▇▇▇▇ County Records, and from which point an iron witness pipe set eight
inches below the surface of the ground in the Northerly line of said ▇▇▇▇▇▇▇
Crek Road bears North 0 deg 22' East 30.00 feet; thence leaving said Road and
running Northerly along the general center line between two rows of fruit trees
and being the Westerly line of Parcel One as described in the Decree of
Distribution recorded March 15, 1961 in Book 5104 of Official Records, page
213, North 0 deg 38' 44" West 1648.65 feet to an iron pipe set eight inches
below the surface of the ground in the Northerly line of said 100 acre tract;
thence Easterly along said Northerly line of said 100 acre tract North 89 deg
19' 12" East 1585.04 feet to a Harrow Tooth set flush at the Northeasterly
corner of said 100 acre tract, in the center line of the ▇▇▇▇▇▇▇▇ Station Road
(formerly called the Saratoga and Alviso Road) and from which an iron witness
pipe set eight inches below the surface of the ground in the Westerly line of
said Road bears South 89 deg 56' 15' West 25.00 feet; thence Southerly
along said center line of said ▇▇▇▇▇▇▇▇ Station Road, which here forms the
Easterly line of said 100 acre tract South 0 deg 04' 20" West 501.16 feet
to a railroad spike set flush; thence continuing along the center line of
said Road, South 15 deg 18' 23" West 254.33 feet; South 12 deg 17' 35"
West.
DESCRIPTION
682.53 feet and South 3 deg 51' 48" West 238.49 feet to the Point of Beginning,
and being a portion of Lot B, as shown upon that certain Map entitled, "Map
showing part of the property of the Estate of ▇▇▇▇ ▇▇▇▇▇▇▇▇, Deceased", recorded
in Book 6 of Maps, page 56, Santa ▇▇▇▇▇ County Records.
Excepting therefrom all that portion thereof conveyed to the State of
California, by Deed dated June 21, 1962, recorded September 7, 1962 in Book 5712
of Official Records, page 687, and more particularly described as follows:
A portion of Lot B, as said Lot is shown upon that certain Map entitled, "Map
showing part of the property of the Estate of ▇▇▇▇ ▇▇▇▇▇▇▇▇, Dec'd", which Map
was filed for record August 20, 1945 in Book 6 of Maps, at page 56, Santa ▇▇▇▇▇
County Records, more particularly described as follows:
Commencing at the Southwesterly corner of said Lot B; thence along the
Westerly line thereof North 1 deg 03' 04" East 435.78 feet; thence (1) South 59
deg 44' 31" East 599.83 feet; thence (2) along tangent curve to the left with
a radius of 600.00 feet, through an angle of 22 deg 47' 52" an arc length of
238.74 feet; thence (3) South 82 deg 32' 23" East 24.18 feet; thence (4) South
89 deg 22' 57" East 114.00 feet; thence South 0 deg 37' 03" West 62.00 feet to
the Southerly line of said Lot; thence along last said line North 89 deg 22' 57"
West 887.89 feet to the point of commencement.
Also Excepting therefrom all that portion thereof lying within the bounds of
Parcel "A", as shown upon that certain Map entitled, "Record of Survey,
▇▇▇▇▇▇▇▇ Expressway, a portion of the lands of ▇▇▇▇ ▇▇▇▇▇▇▇▇, et ux, being a
portion of the Quito Rancho", filed for record June 12, 1963 in Book 162 of
Maps, page 30, Santa ▇▇▇▇▇ County Records.
Also Excepting therefrom that portion thereof conveyed to the County of Santa
▇▇▇▇▇ by Deed recorded June 13, 1968 in Book 8156 page 103, and more
particularly described as follows:
Beginning at the Northwesterly corner of Parcel "A" as said Parcel is shown on
that Record of Survey recorded in Book 162 of Maps at page 30, Santa ▇▇▇▇▇
County Records; said point being a nail and tab set in concrete; thence along
the Westerly line of said Parcel "A", S 00 deg 04' 20" E 135.46 feet to a found
3/4" iron pipe; thence on a tangent curve to the right having a radius of
1140.00 feet through a central angle of 12 deg 21' 47" an arc length of 245.98
feet to a found 3/4" iron pipe; thence S 12 deg 17' 27" W 243.77 feet; thence
leaving said Westerly line N 03 deg 57' 09" W 19.56 feet; thence N 12 deg 23'
44" E 150.00 feet; thence N 08 deg 36' 38" E, 99.00 feet; thence on a tangent
curve to the left having a radius of 27.00 feet through a central angle of 122
deg 29' 49", an arc length of 57.73 feet; thence N 37 deg 38' 44" W, 60.00
feet; thence N 52 deg 21' 16" E, 50.81 feet; thence on a tangent curve to the
left having a radius of 140.00 feet through a central angle of 52 deg 27' 23"
an arc length of 128.18 feet; thence N 00 deg 06' 07" W, 135.33 feet to a
Northerly line of lands formerly of Zarevich; thence along said Northerly line
N 89 deg 19' 12" E 11.97 feet to the Point of Beginning.
EXHIBIT 2
---------
Orders from a Governmental Authority
1. Colorado Springs, CO - 1900 Garden of the ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇
. Colorado Department of Public Health and Environment (CDPHE):
Compliance Order on Consent No. ▇▇-▇▇-▇▇-▇▇
2. Loveland, CO - ▇▇▇ ▇▇ ▇▇/▇▇/ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
. Colorado Department of Public Health and Environment (CPDHE):
Compliance Order on Consent ▇▇. ▇▇-▇-▇▇-▇
▇. ▇▇▇▇ ▇▇▇▇, ▇▇ - HP Labs - Building 24-26, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇ ▇▇▇▇▇ Regional Water Quality Control Board (RWQCB), San Francisco Bay
Region: Order No. 89-029, as modified by Order No. 95-160
4. Palo Alto, CA - ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
. Regional Water Quality Control Board (RWQCB), San Francisco Bay
Region: Order No. 94-130
5. Rockaway, NJ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
. New Jersey Department of Environmental Protection (NJDEP): Memorandum
of Agreement with NJDEP pursuant to N.J.A.C. 7:26C-3.3 and other
provisions of state law, as recited therein
6. San Jose, CA - ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇, ▇▇▇▇▇
. Regional Water Quality Control Board (RWQCB), San Francisco Bay
Region: Order No. 98-092
7. Sonoma, CA - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ / ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
. Regional Water Quality Control Board (RWQCB), North Coast Region:
Order No. 98-6. Original order is Cleanup and Abatement Order Nos. 81-
31, 82-33, 83-79
8. Sonoma, CA - ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
. Regional Water Quality Control Board (RWQCB), North Coast Region:
Groundwater Self-Monitoring Program dated 9/9/97 as approved by RWQCB.
Original order is Cleanup and Abatement Order Nos. 82-36 and 83-80
-2-
