Contamination and Toxic Substances (Multifamily and Non-Residential Properties) – PARTNER This Worksheet was designed to be used by those “Partners” (including Public Housing Authorities, consultants, contractors, and nonprofits) who assist Responsible Entities and HUD in preparing environmental reviews, but legally cannot take full responsibilities for these reviews themselves. Responsible Entities and HUD should use the RE/HUD version of the Worksheet.

General requirements Legislation Regulations It is HUD policy that all properties that are being 24 CFR 58.5(i)(2) proposed for use in HUD programs be free of 24 CFR 50.3(i) hazardous materials, contamination, toxic chemicals and gases, and radioactive substances, where a hazard could affect the health and safety of the occupants or conflict with the intended utilization of the property. Reference https://www.hudexchange.info/programs/environmental-review/site-contamination

1. How was site contamination evaluated? 1 Select all that apply. ☒ ASTM Phase I ESA ☒ ASTM Phase II ESA ☒ Remediation or clean-up plan ☐ ASTM Vapor Encroachment Screening ☐ None of the above  Provide documentation and reports and include an explanation of how site contamination was evaluated in the Worksheet Summary. Continue to Question 2.

2. Were any on-site or nearby toxic, hazardous, or radioactive substances found that could affect the health and safety of project occupants or conflict with the intended use of the property? (Were any recognized environmental conditions or RECs identified in a Phase I ESA and confirmed in a Phase II ESA?) ☐ No

Explain:

1 HUD regulations at 24 CFR § 58.5(i)(2)(ii) require that the environmental review for multifamily housing with five or more dwelling units or non-residential property include the evaluation of previous uses of the site or other evidence of contamination on or near the site. For acquisition and new construction of multifamily and nonresidential properties HUD strongly advises the review include an ASTM Phase I Environmental Site Assessment (ESA) to meet real estate transaction standards of due diligence and to help ensure compliance with HUD’s toxic policy at 24 CFR §58.5(i) and 24 CFR §50.3(i). Also note that some HUD programs require an ASTM Phase I ESA.  If the RE/HUD agrees with this recommendation, the review is in compliance with this section. Continue to the Worksheet Summary below. ☒ Yes.  Describe the findings, including any recognized environmental conditions (RECs), in Worksheet Summary below. Continue to Question 3.

3. Mitigation Work with the RE/HUD to identify the mitigation needed according to the requirements of the appropriate federal, state, tribal, or local oversight agency. If the adverse environmental effects cannot be mitigated, then HUD assistance may not be used for the project at this site.

Can adverse environmental impacts be mitigated? ☐ Adverse environmental impacts cannot feasibly be mitigated  Project cannot proceed at this location.

☒ Yes, adverse environmental impacts can be eliminated through mitigation.  Provide all mitigation requirements2 and documents. Continue to Question 4.

4. Describe how compliance was achieved. Include any of the following that apply: State Voluntary Clean-up Program, a No Further Action letter, use of engineering controls3, or use of institutional controls4. The Sacramento Station study area was granted certification from the DTSC (June 21, 1994) for remedial activities specified in the Final Remedial Action Plan (RAP). Groundwater contamination at the site is being addressed as part of the South Plume Study Area under an approved Remedial Action Plan. A portion of the Sacramento Station soil study area (within which the Property is located) was included in a Land Use Covenant (LUC) and Agreement dated August 28, 2015. The area had been investigated and contaminated soil was remediated under the DTSC’s oversight to cleanup levels that, along with adherence to the restrictions in the Covenant were protective of all populations for planned land uses, including, but not limited to, commercial retail, industrial, hospital, school, daycare, mixed use, residential, and park use. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. To that end, a Railyards-wide Soil and Groundwater Management Plan has been

2 Mitigation requirements include all clean-up actions required by applicable federal, state, tribal, or local law. Additionally, provide, as applicable, the long-term operations and maintenance plan, Remedial Action Work Plan, and other equivalent documents. 3 Engineering controls are any physical mechanism used to contain or stabilize contamination or ensure the effectiveness of a remedial action. Engineering controls may include, without limitation, caps, covers, dikes, trenches, leachate collection systems, signs, fences, physical access controls, ground water monitoring systems and ground water containment systems including, without limitation, slurry walls and ground water pumping systems. 4 Institutional controls are mechanisms used to limit human activities at or near a contaminated site, or to ensure the effectiveness of the remedial action over time, when contaminants remain at a site at levels above the applicable remediation standard which would allow for unrestricted use of the property. Institutional controls may include structure, land, and natural resource use restrictions, well restriction areas, classification exception areas, deed notices, and declarations of environmental restrictions. approved by DTSC in 2015 in satisfaction of this requirement and is currently being implemented at all Railyards projects.

If a remediation plan or clean-up program was necessary, which standard does it follow? ☐ Complete removal  Continue to the Worksheet Summary. ☒ Risk-based corrective action (RBCA)  Continue to the Worksheet Summary.

Worksheet Summary Compliance Determination Provide a clear description of your determination and a synopsis of the information that it was based on, such as: • Map panel numbers and dates • Names of all consulted parties and relevant consultation dates • Names of plans or reports and relevant page numbers • Any additional requirements specific to your region

Historical uses of the Property and surrounding area as part of the Railyards resulted in soil and groundwater impacts. Pursuant to a 1988 Enforceable Agreement with the Department of Toxic Substances Control (DTSC), Union Pacific Railroad Company (UPRR) has investigated and remediated soil and groundwater contamination at the Sacramento Railyards. In addition, UPRR has certain continuing obligations under the 1988 Enforceable Agreement, including remediation of groundwater, soil vapor, and ongoing operation and maintenance responsibilities. The Property is situated with the northeast corner of the Sacramento Station study area (SSA). The Sacramento Station study area was granted certification from the DTSC (June 21, 1994) for remedial activities specified in the Final Remedial Action Plan (RAP). Groundwater contamination at the site is being addressed as part of the South Plume Study Area under an approved Remedial Action Plan. A portion of the Sacramento Station soil study area (within which the Property is located) was included in a Land Use Covenant (LUC) and Agreement dated August 28, 2015. The area had been investigated and contaminated soil was remediated under the DTSC’s oversight to cleanup levels that, along with adherence to the restrictions in the Covenant were protective of all populations for planned land uses, including, but not limited to, commercial retail, industrial, hospital, school, daycare, mixed use, residential, and park use. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. To that end, a Railyards-wide Soil and Groundwater Management Plan has been approved by DTSC in 2015 in satisfaction of this requirement and is currently being implemented at all Railyards projects.

Soils at the Property have been remediated and certified by the DTSC, with LUCs in place. The soil meets risk- based criteria established by regulatory authority, with hazardous substances or petroleum products allowed to remain in place subject to the implementation of required controls.

The DTSC has concluded that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, access (i.e., for the person responsible for implementing operation and maintenance activities), and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. Prohibited activities generally include drilling for water, oil, or gas; extraction or removal of groundwater without a groundwater management plan; and activity that may alter Remediation Systems without prior written approval of the DTSC.

The proposed project lies within the Railyards Specific Plan Boundary line. The City of Sacramento adopted an SEIR for the Railyards Specific Plan Update on November 10, 2016. Mitigation Measures from the SEIR will be applied to the project.

Please see Phase I attached below.

References: Stantec. Phase I Environmental Site Assessment Railyards Affordable Housing Lot 46. 2019.

City of Sacramento. Railyards Specific Plan Update, KP Medical Center, MLS Stadium and Stormwater Outfall. 2016. Chapter 4.8 Hazards and Hazardous Materials

Are formal compliance steps or mitigation required? ☒ Yes ☐ No

Phase I Environmental Site Assessment Railyards Affordable Housing Lot 46 Sacramento, California Portion of APN 002-0010-063

May 14, 2019

Prepared for:

USA Properties Fund 3200 Douglas Boulevard, Suite 200 Roseville, California 95661

Prepared by:

Stantec Consulting Services Inc. 3875 Atherton Road Rocklin, California 95765

Project No.: 185702567

Sign-off Sheet and Signatures of Environmental Professionals

This document entitled Phase I Environmental Site Assessment was prepared by Stantec Consulting Services Inc. (“Stantec”) for the account of USA Properties Fund (the “Client”). Any reliance on this document by any third party is strictly prohibited. The material in it reflects Stantec’s professional judgment in light of the scope, schedule and other limitations stated in the document and in the contract between Stantec and the Client. The opinions in the document are based on conditions and information existing at the time the document was published and do not take into account any subsequent changes. In preparing the document, Stantec did not verify information supplied to it by others. Any use which a third party makes of this document is the responsibility of such third party. Such third party agrees that Stantec shall not be responsible for costs or damages of any kind, if any, suffered by it or any other third party as a result of decisions made or actions taken based on this document.

All information, conclusions, and recommendations provided by Stantec in this document regarding the Phase I ESA have been prepared under the supervision of and reviewed by the professionals whose signatures appear below.

I declare that, to the best of my professional knowledge and belief, I meet the definition of Environmental Professional as defined in § 312.10 of 40 CFR 312. I have the specific qualifications based on education, training, and experience to assess a property of the nature, history, and setting of the Property. I have developed and performed all the appropriate inquiries in conformance with the standards and practices set forth in 40 CFR Part 312.

Author:

Audrey Lundin Senior Associate

Quality Reviewer:

Neil Doran, P.G. Senior Geologist

Independent Reviewer:

Elias Rashmawi Vice President

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Table of Contents

ABBREVIATIONS ...... III

1.0 SUMMARY ...... 1.1

2.0 INTRODUCTION ...... 2.1 2.1 PROPERTY DESCRIPTION ...... 2.2 2.2 SPECIAL TERMS, CONDITIONS, AND SIGNIFICANT ASSUMPTIONS ...... 2.3 2.3 EXCEPTIONS AND LIMITING CONDITIONS ...... 2.3 2.4 PERSONNEL QUALIFICATIONS ...... 2.4

3.0 USER-PROVIDED INFORMATION ...... 3.1

4.0 RECORDS REVIEW ...... 4.1 4.1 PHYSICAL SETTING ...... 4.1 4.1.1 Property Topography and Surface Water Flow ...... 4.1 4.1.2 Regional and Property Geology ...... 4.2 4.1.3 Regional and Property Hydrogeology ...... 4.2 4.2 ENVIRONMENTAL FRAMEWORK ...... 4.3 4.2.1 Soil – Sacramento Station ...... 4.5 4.2.2 Groundwater – Central Shops and South Plume ...... 4.6 4.3 FEDERAL, STATE AND TRIBAL ENVIRONMENTAL RECORDS ...... 4.8 4.3.1 Listings for Property and Nearby Sites with Potential to Impact Property ...... 4.8 4.4 LOCAL/REGIONAL ENVIRONMENTAL RECORDS ...... 4.12 4.5 HISTORICAL RECORDS REVIEW ...... 4.12 4.5.1 Land Title Records/Deeds ...... 4.12 4.5.2 Aerial Photographs ...... 4.12 4.5.3 City Directories ...... 4.13 4.5.4 Historical Fire Insurance Maps ...... 4.13 4.5.5 Historical Topographic Maps ...... 4.15 4.5.6 Other Historical Sources ...... 4.16

5.0 SITE RECONNAISSANCE ...... 5.1 5.1 SITE RECONNAISSANCE METHODOLOGY ...... 5.1 5.2 GENERAL DESCRIPTION ...... 5.1 5.3 HAZARDOUS SUBSTANCES AND PETROLEUM PRODUCTS ...... 5.2 5.4 INTERIOR OBSERVATIONS ...... 5.2 5.5 EXTERIOR OBSERVATIONS ...... 5.2 5.6 UNDERGROUND STORAGE TANKS/STRUCTURES ...... 5.3 5.7 ABOVEGROUND STORAGE TANKS ...... 5.5 5.8 ADJOINING PROPERTIES ...... 5.5 5.8.1 Current Uses of Adjoining Properties ...... 5.5 5.8.2 Observed Evidence of Past Uses of Adjoining Properties ...... 5.5 5.8.3 Pits, Ponds or Lagoons on Adjoining Properties ...... 5.5

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5.9 OBSERVED PHYSICAL SETTING ...... 5.6

6.0 INTERVIEWS ...... 6.1

7.0 EVALUATION ...... 7.1 7.1 FINDINGS AND OPINIONS ...... 7.1 7.2 DATA GAPS ...... 7.2 7.3 CONCLUSIONS ...... 7.3

8.0 REFERENCES ...... 8.1

LIST OF FIGURES FIGURE 1 Property Location Map FIGURE 2 Property Vicinity Map FIGURE 3 Property and Surrounding Features

LIST OF APPENDICES

APPENDIX A PHOTOGRAPHS OF THE PROPERTY AND VICINITY ...... A.1

APPENDIX B STANTEC RESUMES...... B.1

APPENDIX C USER PROVIDED RECORDS ...... C.1

APPENDIX D ENVIRONMENTAL AGENCY DATABASE SEARCH REPORT ...... D.1

APPENDIX E HISTORICAL RECORDS ...... E.1

APPENDIX F AGENCY RECORDS ...... F.1

APPENDIX G INTERVIEW FORMS ...... G.1

Project No.: 185702567 ii

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Abbreviations

AAI All Appropriate Inquiry

ACM Asbestos-containing material

APN Assessor Parcel Number AST Aboveground Storage Tank

ASTM American Society for Testing and Materials

BER Business Environmental Risk

bgs Below ground surface

CAA Clean Air Act

CERCLA Comprehensive Environmental Response, Compensation, and Liability Act

CFR Code of Federal Regulation

CREC Controlled Recognized Environmental Conditions

CSN Car Shop Nine Study Area

CVOCs Chlorinated Volatile Organic Compounds

CWA Clean Water Act

DTSC Department of Toxic Substances Control

EDR Environmental Data Resources, Inc.

ELUC Environmental Land Use Control

EP Environmental Professional EPA Environmental Protection Agency

ESA Environmental Site Assessment

FEMA Federal Emergency Management Agency ft msl Feet above mean sea level

HRA Health Risk Assessment

HREC Historical Recognized Environmental Conditions

HWMU Hazardous Waste Management Unit

IRMs Interim Remedial Measures

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LBP Lead-based paint

LNAPL Light Non-Aqueous Phase Liquid LUC Land Use Covenant

LUST Leaking Underground Storage Tank

NESHAP National Emissions Standard for Hazardous Air Pollutants OMA Operations and Maintenance Agreement

PAHs Polynuclear Aromatic Hydrocarbons

PCBs Polychlorinated Biphenyls ppm Parts per million

RAP Remedial Action Plan

RCRA Resource Conservation and Recovery Act

REC Recognized Environmental Conditions

RI Remedial Investigation

RSP Railyards Specific Plan

SMUD Sacramento Municipal Utility District

SPTCo Southern Pacific Transportation Company

SSA Sacramento Station Study Area

SVE Soil Vapor Extraction

SVOCs Semivolatile Organic Compounds

SWMU Solid Waste Management Unit

TPH Total Petroleum Hydrocarbons

TSCA Toxic Substance Control Act

UPRR Union Pacific Railroad Company USDA United States Department of Agriculture

USGS United States Geological Survey

UST Underground Storage Tank VEC Vapor Encroachment Condition

VOCs Volatile Organic Compounds

Project No.: 185702567 iv

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Summary May 14, 2019

1.0 SUMMARY

Stantec Consulting Services Inc. (Stantec) has completed a Phase I Environmental Site Assessment (ESA) report of Lot 46, located at the northwest corner of the intersection of F Street and North 7th Street in Sacramento, California (the “Property”), on behalf of USA Properties Fund (the “Client”). The work was performed according to Stantec’s proposal and terms and conditions dated April 12, 2019 and accepted by the Client on April 17, 2019. USA Properties Fund (the “User”) has been designated as the User of this report.

The Phase I ESA was conducted in conformance with the requirements of American Society for Testing and Materials (ASTM) Designation E 1527-13, and All Appropriate Inquiry (AAI) as defined by the US- EPA in Title 40 of the Code of Federal Regulations, Part 312, except as may have been modified by the scope of work, and terms and conditions, requested by the Client. Any exceptions to, or deletions from, the ASTM or AAI practice are described in Section 2.3.

The Property encompasses approximately 3.16 acres of land identified as Lot 46, situated at the northwest corner of the intersection of F Street and North 7th Street in Sacramento, California. The Property is situated within a larger 9.91-acre parcel identified as Sacramento County Assessor Parcel Number (APN) 002-0010-063. The Property parcel was previously utilized as part of the western terminus of the transcontinental rail; the overall downtown Sacramento Railyards.

The overall Sacramento Railyards includes an area of 240 acres (including the 3.16-acre subject Property) immediately to the north of the Central Business District of the City of Sacramento and east of the Sacramento River. From the 1860s to the mid-1990s, Southern Pacific used the Railyards for the manufacturing and maintenance of locomotives and associated elements. Southern Pacific merged with UPRR in 1998, and UPRR became owner and the Responsible Party of the Railyards. With the exception of maintenance operations by California State Parks at two of the Central Shops historic buildings (the Boiler Shop and the Erecting Shop) in support of the Railroad Museum in Old Sacramento, all manufacturing and maintenance operations at the Railyards terminated in the mid-1990s. As a result, Southern Pacific and UPRR demolished all existing buildings and features, with the exception of the existing eight buildings in the historic Central Shops.

The Property is intended to be redeveloped for use as affordable housing and associated parking. A Property location map is illustrated on Figure 1. A Property map illustrating the main features of the Property is provided as Figure 2. Photographs taken during the site reconnaissance visit are provided in Appendix A.

We have performed a Phase I Environmental Site Assessment in conformance with the scope and limitations of ASTM Practice E1527 of the Property identified as Lot 46, located at the northwest corner of the intersection of F Street and North 7th Street in Sacramento, California. Any exceptions to, or deletions from, this practice are described in the Data Gaps section of this report. This assessment has revealed the following evidence of controlled recognized environmental conditions (CRECs) in connection with the Property:

Project No.: 185702567 1.1

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Summary May 14, 2019

• Historical uses of the Property and surrounding area as the Railyards resulted in soil and groundwater impacts. Pursuant to a 1988 Enforceable Agreement with the Department of Toxic Substances Control (DTSC), UPRR has investigated and remediated soil and groundwater contamination at the Sacramento Railyards. In addition, UPRR has certain continuing obligations under the 1988 Enforceable Agreement, including remediation of groundwater, soil vapor, and ongoing operation and maintenance responsibilities. The Property is situated with the northeast corner of the Sacramento Station study area (SSA). The Sacramento Station study area was granted certification from the DTSC (June 21, 1994) for remedial activities specified in the Final Remedial Action Plan (RAP). Groundwater contamination at the site is being addressed as part of the South Plume Study Area under an approved Remedial Action Plan. A portion of the Sacramento Station soil study area (within which the Property is located) was included in a Land Use Covenant (LUC) and Agreement dated August 28, 2015. The area had been investigated and contaminated soil was remediated under the DTSC’s oversight to cleanup levels that, along with adherence to the restrictions in the Covenant were protective of all populations for planned land uses, including, but not limited to, commercial retail, industrial, hospital, school, daycare, mixed use, residential, and park use. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. To that end, a Railyards-wide Soil and Groundwater Management Plan has been approved by DTSC in 2015 in satisfaction of this requirement and is currently being implemented at all Railyards projects.

On February 7, 2019, the DTSC issued a separate LUC for the Central Shops Soils Study Area (CSA). The DTSC approved a RAP on July 3, 2013 for the CSA and South Plume groundwater. Groundwater and soil vapor impacts beneath the Property are in the process of being remediated by and are the continuing obligations of UPRR, and contamination in these media will be addressed by the approved remedy of the South Plume groundwater RAP currently under implementation. Groundwater monitoring wells, groundwater and soil vapor extraction wells, and related groundwater and soil vapor extraction remediation systems (collectively, “Remediation Systems”) have been and may continue to be installed within the Railyards as part of the remediation for the South Plume. As a result of long-term remediation, UPRR has ongoing operations and maintenance obligations within the Property with regard to those Remediation Systems. The DTSC has concluded that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, access (i.e., for the person responsible for implementing operation and maintenance activities), and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. Prohibited activities generally include: drilling for water, oil, or gas; extraction or removal of groundwater without a groundwater management plan; and activity that may alter Remediation Systems without prior written approval of the DTSC.

Soils at the Property have been remediated and certified by the DTSC, with LUCs in place. The soil meets risk-based criteria established by regulatory authority, with hazardous substances or petroleum products allowed to remain in place subject to the implementation of required controls.

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Summary May 14, 2019

Groundwater and vapor beneath the Property are undergoing remediation by UPRR under an approved RAP. Responsible parties have been identified and remedial efforts continue to be performed in accordance with regulatory oversight and an approved RAP. Mitigation for soil vapor intrusion is required, unless otherwise demonstrated to the contrary in accordance with DTSC review and approval. Given the DTSC’s conclusion that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment, historical uses of the Property and surrounding area as the Railyards is considered to represent a controlled recognized environmental condition (CREC).

As evident in approved development projects at the Property, there are no significant impediments to future development through the implementation of appropriate institutional and engineering controls. Based on existing approvals, and the implementation of the approved soil and groundwater management plan, groundwater remediation beneath the Property does not impact the ability of development to move forward.

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Introduction May 14, 2019

2.0 INTRODUCTION

The objective of this Phase I ESA was to perform All Appropriate Inquiry (AAI) into the past ownership and uses of the Property consistent with good commercial or customary practice as outlined by the ASTM in “Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process”, Designation E1527-13. “All Appropriate Inquiry” (AAI) is the process for evaluating a property’s environmental conditions for the purpose of qualifying for landowner liability protections under CERCLA. following final rule of Part 312 of Title 40, Code of Federal Regulations (40 CFR Part 312). The purpose of this Phase I ESA was to identify, to the extent feasible, adverse environmental conditions including recognized environmental conditions (“RECs”) of the Property.

The ASTM E1527-13 standard indicates that the purpose of the Phase I ESA is to identify RECs, including historical recognized environmental conditions (“HRECs”), and controlled recognized environmental conditions (“CRECs”) that may exist at a property. The term “recognized environmental conditions” means the presence or likely presence of any hazardous substances or petroleum products in, on, or at a property:

1. Due to any release to the environment; 2. Under conditions indicative of a release to the environment; or 3. Under conditions that pose a material threat of a future release to the environment.

ASTM defines a “HREC” as a REC that has occurred in connection with a property, but has been addressed to the satisfaction of the applicable regulatory authority and meets current unrestricted use criteria established by a regulatory authority, without subjecting the property to any required controls (e.g., property use restrictions, activity and use limitations, institutional controls, or engineering controls). Before calling the past release a HREC, the environmental professional (EP) must determine whether the past release is a REC when the current Phase I ESA is conducted (e.g., if there has been a change in the regulations). If the EP considers the past release to be a REC at the time the Phase I ESA is conducted, the condition shall be included in the conclusions section of the report as a REC.

ASTM defines a “CREC” as a REC resulting from a past release of hazardous substances or petroleum products that has been addressed to the satisfaction of the applicable regulatory authority (e.g., as evidenced by the issuance of a no further action letter or equivalent, or meeting risk-based criteria established by regulatory authority), but with hazardous substances or petroleum products allowed to remain in place subject to the implementation of required controls (e.g., property use restrictions, activity and use limitations, institutional controls, or engineering controls).

As defined by ASTM, RECs can include hazardous substances or petroleum products present under conditions in compliance with laws if that presence represents a material threat of future release. The presence of hazardous substances or petroleum products is, however, not a REC if that presence is a de minimis condition. De minimis conditions are minor occurrences of contamination that generally do not present a material risk to human health and would not likely be subject to enforcement action if brought to the attention of governmental agencies.

Project No.: 185702567 2.1

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Introduction May 14, 2019

This Phase I ESA was conducted in accordance with our proposal to USA Properties Fund dated April 12, 2019 and Client’s authorization on April 17, 2019. The scope of work conducted during this Phase I ESA consisted of a visual reconnaissance of the Property, interviews with key individuals, and review of reasonably ascertainable documents. The scope of work did not include an assessment for environmental regulatory compliance of any facility ever operated at the Property (past or present), or sampling and analyzing of environmental media. Stantec was not contracted to perform an independent evaluation of the purchase or lease price of the Property and its relationship to current fair market value. The conclusions presented in this Phase I ESA report are professional opinions based on data described herein. The opinions are subject to the limitations described in Section 2.3.

ASTM E1527-13 notes that the availability of record information varies from source to source. The User or Environmental Professional is not obligated to identify, obtain, or review every possible source that might exist with respect to a property. Instead, ASTM identifies record information that is reasonably ascertainable from standard sources. “Reasonably ascertainable” means:

1. Information that is publicly available; 2. Information that is obtainable from its source within reasonable time and cost constraints; and 3. Information that is practicably reviewable.

2.1 PROPERTY DESCRIPTION

The Property consists of approximately 3.16 acres of land identified as Lot 46, situated at the northwest corner of the intersection of F Street and North 7th Street in Sacramento, California. The Property is situated within a larger 9.91-acre parcel identified as APN 002-0010-063. The Property parcel was previously utilized as part of the the western terminus of the transcontinental rail; the downtown Sacramento Railyards.

The Sacramento Railyards includes an area of 240 acres (including the 3.16-acre Property) immediately to the north of the Central Business District of the City of Sacramento and east of the Sacramento River. From the 1860s to the mid-1990s, Southern Pacific used the Railyards for the manufacturing and maintenance of locomotives and associated elements. Southern Pacific merged with UPRR in 1998, and UPRR became owner and the Responsible Party of the Railyards. With the exception of maintenance operations by California State Parks at two of the Central Shops historic buildings (the Boiler Shop and the Erecting Shop) in support of the Railroad Museum in Old Sacramento, all manufacturing and maintenance operations at the Railyards terminated in the mid-1990s. As a result, Southern Pacific and UPRR demolished all existing buildings and features, with the exception of the existing eight buildings in the historic Central Shops.

The Property is intended to be redeveloped for use as affordable housing and associated parking. A Property location map is illustrated on Figure 1, and a map illustrating the main features of the Property is provided as Figure 2. Photographs taken during the site reconnaissance visit are provided in Appendix A.

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Introduction May 14, 2019

2.2 SPECIAL TERMS, CONDITIONS, AND SIGNIFICANT ASSUMPTIONS

There were no special terms, conditions, or significant assumptions associated with this Phase I ESA.

2.3 EXCEPTIONS AND LIMITING CONDITIONS

This report documents work that was performed in accordance with generally accepted professional standards at the time and location in which the services were provided and given the schedule and budget constraints established by the client. No other representations, warranties, or guarantees are made concerning the accuracy or completeness of the data or conclusions contained within this report, including no assurance that this work has uncovered all potential and actual liabilities and conditions associated with the Property.

This report provides an evaluation of selected environmental conditions associated with the Property that was assessed at the time the work was conducted and is based on information obtained by and/or provided to Stantec at that time. There are no assurances regarding the accuracy and completeness of this information. All information received from the client or third parties in the preparation of this report has been assumed by Stantec to be correct. Stantec assumes no responsibility for any deficiency or inaccuracy in information received from others.

Conclusions made within this report consist of Stantec’s professional opinion as of the time of the writing of this report and are based solely on the scope of work described in the report, the limited data available, and the results of the work. They are not a certification of the property’s environmental condition.

This report relates solely to the specific project for which Stantec was retained and the stated purpose for which this report was prepared and shall not be used or relied upon by client for any variation or extension of this project, any other project, or any other purpose.

This report has been prepared for the exclusive use of the client identified herein and any use of or reliance on this report by any third party is prohibited, except as may be consented to in writing by Stantec or as required by law. The provision of any such consent is at Stantec’s sole and unfettered discretion and will only be authorized pursuant to the conditions of Stantec’s standard form reliance letter. Stantec assumes no responsibility for losses, damages, liabilities, or claims, howsoever arising, from third party use of this report.

Project Specific limiting conditions are provided in Section 2.2.

The locations of any utilities, buildings and structures, and property boundaries illustrated in or described within this report, if any, including pole lines, conduits, water mains, sewers and other surface or sub- surface utilities and structures, are not guaranteed. Before starting site work, the exact location of all such utilities and structures must be confirmed by the client and the party performing the work, and Stantec assumes no liability resulting from damage to such utilities and structures.

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Introduction May 14, 2019

The conclusions are based on the conditions encountered at the Property by Stantec at the time the work was conducted.

As the purpose of this report is to identify Property conditions which may pose an environmental risk; the identification of non-environmental risks to structures or people on the Property is beyond the scope of this assessment.

The findings, observations, and conclusions expressed by Stantec in this report are not an opinion concerning the compliance of any past or present owner or operator of the Property which is the subject of this report with any Federal, state, provincial or local law or regulation.

This report presents professional opinions and findings of a scientific and technical nature. It does not and shall not be construed to offer a legal opinion or representations as to the requirements of, nor compliance with, environmental laws, rules, regulations or policies of Federal, state, provincial or local governmental agencies. It is recommended that issues raised by the report should be reviewed for the client by its legal counsel.

Stantec specifically disclaims any responsibility to update the conclusions in this report if new or different information later becomes available or if the conditions or activities on the property subsequently change.

2.4 PERSONNEL QUALIFICATIONS

This Phase I ESA was conducted by, or under the supervision of, an individual that meets the ASTM definition of an Environmental Professional (EP). The credentials of the EP and other key Stantec personnel involved in conducting this Phase I ESA are provided in Appendix B.

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User-Provided Information May 14, 2019

3.0 USER-PROVIDED INFORMATION

ASTM E1527-13 describes responsibilities of the User to complete certain tasks in connection with the performance of “All Appropriate Inquiries” into the Property. The ASTM standard requires that the Environmental Professional request information from the User on the results of those tasks because that information can assist in the identification of RECs, CRECs, HRECs, or de minimis conditions in connection with the Property. Towards that end, Stantec requested that the User provide the following documents and information:

Provided (Yes / Description of Information No) Description and/or Key Findings User Questionnaire and/or Interview Yes The User Questionnaire was completed by Alan Hersh of DRV. Environmental Liens or Activity Use Yes Environmental Liens and Activity and Use Limitations Limitations were reported through Environmental Data Resources, Inc. (EDR) and confirmed by User provided documentation. Previous Environmental Permits or Yes Various environmental documents were Reports Provided by User provided by the User. Purpose of the Phase I ESA Yes Environmental due diligence.

The User provided information is generally summarized in Section 4.2.

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4.0 RECORDS REVIEW

The objective of consulting historical sources of information is to develop the history of the Property and surrounding area and evaluate if past uses may have resulted in RECs. Physical setting records are evaluated to determine if the physical setting may have contributed to adverse environmental conditions in connection with the Property. During the review of historical records, Stantec attempted to identify uses of the Property from the present to the first developed use of the Property. Stantec’s research included the reasonably ascertainable and useful records described in this section.

4.1 PHYSICAL SETTING

A summary of the physical setting of the Property is provided in the table below with additional details in the following subsections

Topography: The Property is relatively flat, gently sloping to the south- southeast, and generally lies at approximately 28 feet above mean sea level (msl). The Property is depicted on the United States Geologic Survey (USGS) 7.5-minute Topographic Map Sheet of the Sacramento East, California Quadrangle. Soil/Bedrock Data: According to the EDR Radius Map Report, the dominant soil composition in the general area of the Property is Orthents. Soil texture is reported to be variable. Additional geologic information for the Property is discussed in Section 4.1.2. Estimated Depth to Groundwater/ Various groundwater monitoring activities have been Estimated Direction of Gradient: performed within the Property vicinity. As further discussed in Section 4.2.3, the overall larger Railyards is adjacent to the confluence of the American and Sacramento Rivers, and groundwater generally occurs at depths of approximately 10 to 25 feet below ground surface (bgs), depending on season and location that impact this range. The mean flow direction in all water-bearing zones is generally toward the south and southeast toward downtown Sacramento. NOTE: Site-specific groundwater flow direction and depth can only be determined by conducting site-specific testing, which Stantec has not conducted.

4.1.1 Property Topography and Surface Water Flow

The Property is located at an elevation of approximately 28 feet msl. Topography at the Property is generally flat, with a slight gradient to the south-southeast. Storm water drainage in unpaved portions of the Property is reportedly currently contained within the Railyards. Surface drainage at the Property likely flows into unpaved areas of the Property and storm drains located along the Property boundary.

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4.1.2 Regional and Property Geology

The Property is located in the Great Valley geomorphic province of California, consisting of an alluvial plain about 50 miles wide and 400 miles long in the central part of California. Its northern part is the Sacramento Valley, drained by the Sacramento River and its southern part is the San Joaquin Valley drained by the San Joaquin River. The Great Valley is a trough in which sediments have been deposited almost continuously since the Jurassic (about 160 million years ago). Great oil fields have been found in southern most San Joaquin Valley and along anticlinal uplifts on its southwestern margin. In the Sacramento Valley, the Sutter Buttes, the remnants of an isolated Pliocene volcano, rise above the valley floor (California Geologic Survey [CGS] 2002).

According to the Railyards Specific Plan Update, dated April 15, 2016, prior to human development the dominant geomorphic feature at the Railyards Specific Plan (RSP) area was China Lake (also known as Sutter Slough, Sutter Lake, and China Slough), which was filled in 1910. The RSP area previously contained another lake (Willow Lake) on the northern end. The two lakes and associated marshland covered a portion of the RSP area. Dredging and filling of the RSP area continued until 1913 when the entire area was filled. Fill material consists of river sand, coarse gravel, cobbles, and granite brought from Rocklin, California, as well as discarded railroad equipment such as boilers and miscellaneous pieces of iron. Near the surface and to a depth of 30 to 50 feet are deposits of silt and sand, including fill placed over the area in the past 130 years. Underlying the upper sand unit is a layer of sandy gravel. The top of the gravel unit is between 60 and 80 feet bgs.

Geology of the Property vicinity is discussed in ERM’s Final Draft Remedial Action Plan, Central Shops Study Area – Soil Area, South Plume Study Area – Ground Water, the Railyards, Sacramento, California, dated January 2013. The stratigraphy of the Central Shops and South Plume study areas has been defined to a depth of approximately 250 feet bgs and divided into three general geologic sequences (in descending order): the Fill Sequence, the Fining Upward Sequence, and the Interbedded Sequence. The Fill Sequence occurs throughout areas in the Railyards where historical grading and filling occurred to address low-lying areas. Fill zones are also encountered in areas throughout the South Plume study area as a result of the development of downtown Sacramento. The fill zones are generally unsaturated. The Fining Upward Sequence and the Interbedded Sequence typically occur in the saturated zone. The Fining Upward Sequence consists of a thick (approximately 100 feet) sequence of saturated and unconsolidated fluvial channel deposits with three hydrostratigraphic zones including: Clay Zone (semi-continuous confining layer), Sand Zone (upper and lower), and Gravel Zone. The Interbedded Sequence consists of alternating layers of unconsolidated alluvial clay / silt and sand layers with five hydrostratigraphic zones including: Interbedded A Zone (semi-continuous confining layer), Interbedded B Zone, Interbedded C Zone (confining layer), Interbedded D Zone, and Interbedded E Zone (confining layer).

4.1.3 Regional and Property Hydrogeology

Hydrogeology of the Property vicinity is discussed in ERM’s Final Feasibility Study Report, Central Shops Study Area – Soil Area, South Plume Study Area – Ground Water, the Railyards, Sacramento, California, dated July 2010. The Fining Upward and Interbedded hydrostratigraphic zones include aquifers and aquitards. The aquifers, which readily produce groundwater and are monitored to evaluate groundwater

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quality include the Sand Zones (upper and lower), the Gravel Zone, Interbedded B Zone, and Interbedded D Zone. The Interbedded A, C, and E Zones have been classified as aquitards based on their content of fine-grained sediment and limited ability to produce groundwater. The shallow hydrogeologic zones (the Sand and Gravel Zones) near the Railyards are bounded on the west and north by the Sacramento and American Rivers, respectively. Both rivers provide lateral hydraulic boundaries for the Sand and Gravel Zones. To the east and south of the Railyards, the shallow zones are not bounded by natural or anthropogenic features. Horizontal boundaries for the B and D Zones have not been identified in the immediate vicinity of the Railyards. The upper boundary of the system is formed by the unconfined water table, which receives recharge through infiltration of precipitation in the Railyards. The Sacramento County water filtration plant, located on the northwestern boundary of the Railyards, has an estimated 1 percent subsurface water loss during daily treatment activities at the plant (which treats up to 100 million gallons per day). Therefore, it appears to form a localized recharge boundary to the Sand Zone in this area. The top of the Interbedded C Zone, a thick and competent clay layer, most likely forms the base of significant vertical groundwater flow in the system.

Recharge to the Sand and Gravel Zones occurs primarily from the American and Sacramento Rivers. The primary source of recharge to the B Zone is lateral inflow from outside The Railyards area; downward flow of water from the Gravel Zone represents a secondary source. The D Zone receives recharge primarily from lateral inflow. The Sand and Gravel Zones are hydraulically unconfined and are in direct hydraulic connection with one another. Vertical hydraulic gradients are primarily directed downward. The A Zone provides a weak hydraulic confinement of the B Zone. The C Zone clay provides a substantial hydraulic confinement between the D Zone and shallower aquifers.

The Railyards is adjacent to the confluence of the American and Sacramento Rivers, and groundwater occurs at depths of approximately 15 to 30 feet bgs, depending on season and location. Groundwater flow patterns and gradients at the Railyards are transient due to the influence of the American and Sacramento River stages, as well as water supply wells used for irrigation purposes. Water produced from these supply wells is not intended for human consumption. The mean flow direction in all water- bearing zones is generally toward the south.

A levee spans the northern portion of the Railyards.

4.2 ENVIRONMENTAL FRAMEWORK

Historically, the past uses of the Railyards included the building and refurbishing of locomotives and railcars. In 1988, SPTCo and the DTSC entered into the Enforceable Agreement (1988 Enforceable Agreement). UPRR merged with SPTCo in 1996 and acquired the Sacramento Railyards. Pursuant to a 1988 Enforceable Agreement with the DTSC, UPRR has investigated and remediated soil and groundwater contamination at the Sacramento Railyards. In addition, UPRR has certain continuing obligations under the 1988 Enforceable Agreement, including remediation of groundwater, soil vapor, and ongoing operation and maintenance responsibilities. As described below, the majority of soil cleanup at the Railyards has been completed and certified.

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In November 1995, the DTSC formally approved an agreement between the DTSC and SPTCo to separate soil and groundwater investigations of each Railyards study area. The Sacramento Railyards was divided into study areas: the Lagoon, Northern Shops, Central Corridor, Car Shop Nine, Central Shops, Lagoon Northwest Corner, and Sacramento Station soil study areas, the Lagoon Groundwater study area, South Plume groundwater study area, and the Manufactured Gas Plant soil and groundwater study area. For groundwater, the entire Railyards was divided into a northern groundwater unit and southern groundwater unit. These two groundwater units are referred to as the Lagoon Groundwater Study Area and South Plume Groundwater Study Area, respectively. Under the November 1995 DTSC agreement, all groundwater Remedial Investigation / Feasibility Study / Remedial Action Plan (RI / FS / RAP) activities for the Railyards would be conducted under the two groundwater study areas (ERM, 2010 FS).

The Sacramento Station study area was granted certification from the DTSC (June 21, 1994) for remedial activities specified in the Final Remedial Action Plan (RAP); groundwater contamination at the site is being addressed as part of the South Plume Study Area under an approved RAP. Soil cleanup at the Lagoon, Northern Shops, Central Corridor, Car Shop Nine, and a portion of the Sacramento Station soil study areas (including the Property) was included in a Land Use Covenant (LUC) and Agreement dated August 28, 2015, detailing completion and subsequent conditions of soil cleanup.

These areas had been investigated and contaminated soil was remediated under the DTSC’s oversight to cleanup levels that, along with adherence to the restrictions in the LUC, were protective of all populations for planned land uses, including, but not limited to, commercial retail, industrial, hospital, school, daycare, mixed use, residential, and park use. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. To that end, a Railyards-wide Soil and Groundwater Management Plan has been approved by DTSC in 2015 in satisfaction of this requirement and is currently being implemented at all Railyards projects. The Central Shops study area was included in a separate LUC and Agreement dated February 7, 2019. This study area had been investigated and remediated under DTSC oversight.

Accessible soils within the Property were remediated to cleanup levels that, along with adherence to the restrictions in this Covenant, are protective of all populations for planned land uses. The LUC generally requires a compliant soil layer over remediated soil, vapor intrusion mitigation measures, access (i.e., for the person responsible for implementing operation and maintenance activities), and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. The approved 2015 Soil and Groundwater Management Plan applies to the Central Shops and has been approved for implementation from projects in this area. Prohibited activities generally include: drilling for water, oil, or gas; extraction or removal of groundwater without a groundwater management plan; and activity that may alter groundwater or soil vapor related remediation systems without prior written approval of the DTSC.

For the purposes of this assessment, the Property boundary constitutes a small area on the southern portion of the Railyards, situated only within the Sacramento Station Study Area (SSA). Refer to Figure 2 for a map of Railyards study area boundaries relative to the Property. Detailed discussion of soil,

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groundwater, and soil vapor impacts at the Property is presented below. Select discussions in this Phase I ESA of other Railyards study areas are presented for context and background.

4.2.1 Soil – Sacramento Station

The SSA encompasses approximately 40 acres along the southern portion of the Railyard, generally bounded by the Northern Shops, Central Shops, Central Corridor, and Car Shop Nine Study Areas to the north, commercial and municipal uses to the east and southwest, and the Sacramento River to the west. Historically, uses of various portions of the SSA have included foundry activities, maintenance of way and company equipment facilities, a rail passenger terminal, passenger train and car maintenance, and other industrial uses. Soil was contaminated with metals and total petroleum hydrocarbons (TPH). Groundwater contamination includes metals, volatile organic compounds (VOCs), semivolatile organic compounds (SVOCs), and TPH. The Property consists of a small, 3.16-acre portion on the northeastern corner of the SSA.

According to a First Five-Year Review Report, Former SPTCo Sacramento Railyard, Sacramento, California, dated June 2015 and prepared by ERM, actions were performed in the SSA prior to DTSC approval (December 7, 1989) of the Final Remedial Action Plan, Sacramento Station Site prepared by Woodward-Clyde Consultants (WCC, 1989). These actions include: removal of four UST systems and associated contaminated soil in 1986, removal of asbestos-containing materials associated with a furnace brick in 1989, and the demolition of a former battery shop in 1990 followed by the removal of the nonhazardous debris, excavation of subsurface soil (to an approximate depth of eight feet below ground surface), and offsite disposal. Institutional controls applicable to soil contamination were established for the SSA and consist of a Covenant and Agreement enacted on May 6, 1994, in addition to site access restrictions. Additional soil remediation activities were completed subsequent to removal of mainline rail. Two additional USTs were discovered in the SSA during remediation and development activities. The identification and removal of USTs does not impact the protectiveness of the remedy. Soil remediation has been completed in all accessible areas. A land use covenant (LUC) was established on May 6, 1994. The remedy is fully implemented and certified by the DTSC.

In addition, soils in the SSA are referenced in a LUC dated August 28, 2015 as having been remediated under a RAP approved on December 7, 1989. The selected remedial alternative includes excavation, chemical stabilization, off-site disposal, cleaning of debris/ballast, and clean fill for backfill. Soils at the SSA were remediated to cleanup levels that, along with adherence to the restrictions of the LUC, are protective of all populations for planned land uses. The LUC requires a compliant soil layer over remediated soil, vapor intrusion mitigation measures, and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. A Railyards-wide soil and groundwater management plan was approved by DTSC in 2015.

According to the Railyards Specific Plan Update, dated April 15, 2016, as discussed in the 2007 RSP Draft EIR, the DTSC certified the regulatory closure of the SSA on May 27, 1994 and the deed restriction was recorded. No further investigation or remediation was necessary in this portion of the RSP area. Since the publication of the 2007 RSP EIR, the mainline tracks that previously cut through the SSA were relocated north. This allowed for the soils under the former mainline tracks, that were not previously

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accessible, to be remediated. In 2015, a new LUC was issued, replacing the Sacramento Station Covenant for areas owned by DRV within the Sacramento Station. Other areas within the Sacramento Station owned by Administrative offices of the Courts and City of Sacramento remain under the 1994 Sacramento Station Covenant.

4.2.2 Groundwater – Central Shops and South Plume

As mentioned in Section 4.2.6, the South Plume Groundwater Study Area (South Plume) originates from Central Shops (further west-northwest of the Property) and extends off-site to the southeast.

According to a Final Feasibility Study Report, Central Shops Study Area – Soil and South Plume Study Area – Ground Water, The Railyards, Sacramento, California, prepared by ERM and dated July 2010, the Central Shops / South Plume Remedial Investigation Report identified elevated concentrations of metals, SVOCs, TPH, and VOCs within soil and groundwater. The South Plume is defined by the occurrence of chlorinated VOCs (CVOCs) in groundwater within and south of the southern half of the Railyards. The South Plume originated in the Central Shops and extends across the Sacramento Station into downtown Sacramento. A lesser source of mass to the South Plume originates in the Car Shop Nine Study Area (CSN). The southern margin of the plume extends to approximately P Street. The eastern and western margins of the plume correspond to approximately 12th Street and 5th Street, respectively. CVOCs in South Plume groundwater range in depth from approximately 25 feet bgs to as deep as approximately 180 feet bgs. Groundwater flow directions in the South Plume range from east to southwest, depending on season and location. Based on the source location of CVOCs and configuration of the South Plume, the mean flow direction in all water-bearing zones is generally toward the south and southeast.

The South Plume Source Groundwater is defined by the presence of total VOC concentrations greater than one part per million (ppm) in groundwater within areas containing an identified soil source and including the Cleaning Building, Repair Gang Shop, Machine Shop Corridor, East Transfer Table, and Car Shop Nine. Several extensive technology studies and interim remedial measures have been implemented at the Central Shops and South Plume between 1991 and 2005. The health risk assessment (HRA) concluded that the potential migration of volatile constituents released from off-site South Plume groundwater is not a complete pathway because volatile constituents are not routinely detected in the shallowest water-bearing zone. Therefore, the South Plume groundwater does not pose an unacceptable risk for off-site users. ERM concluded that Alternative 4b was the recommended preferred alternative for Central Shops soil and South Plume groundwater. Alternative 4b consists of: institutional controls, a combination of excavation of accessible soils and multiple-component cap to prevent exposure to constituents in shallow soil, vapor barriers to prevent migration of volatile constituents into indoor air, soil vapor extraction to remove volatile constituents from subsurface soil, air injection and recovery trenches to enhance recovery of light non-aqueous phase liquid (LNAPL) at the New Painting Facility, hydraulic containment, mass removal in areas of high concentrations within the lower Sand Zone and Gravel Zone from select off-site extraction well locations, hydraulic containment to prevent migration of impacted groundwater and to remove mass at CSN, and monitored natural attenuation for treatment of groundwater.

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A Final Draft Remedial Action Plan, Central Shops Study Area – Soil and South Plume Study Area – Groundwater, Sacramento, California, prepared by ERM and dated January 2013, indicates that various interim remedial measures (IRMs) have been implemented in several areas of the Central Shops and South Plume that have effectively reduced the concentrations of several constituents within both soil and groundwater. In many cases, the IRMs represent long term systems that have been optimized for efficiency and effectiveness of operation. The DTSC-approved FS presented Alternative 4b as the Preferred Remedy for the Central Shops and South Plume study areas. Groundwater remediation components of the Preferred Remedy include enhanced LNAPL recovery through air injection and trenching, hydraulic containment, groundwater extraction along the axis of the plume, groundwater capture at the toe of the plume, and MNA. A LUC will require the installation of a soil vapor mitigation system unless demonstrated to the satisfaction of DTSC that it is not needed in areas of potential vapor intrusion risk. Institutional controls are a component of the Preferred Remedy and are intended to prevent land uses and exposures that are not consistent with DTSC-approved remedial goals. UPRR shall enter into an Operations and Maintenance Agreement (OMA) with the DTSC for long-term remedy operation and maintenance. An Operations and Maintenance Plan, to be enforced under an OMA, will describe the general elements of operating and maintaining the various components of the remedy.

On February 7, 2019, the DTSC issued a LUC for the Central Shops Study Area (CSA). The DTSC approved a RAP on July 3, 2013 for the CSA and South Plume groundwater. The remediation activities conducted at the site include soil excavation, soil vapor extraction, and groundwater pump and treatment. Hazardous substances, including VOCs, SVOCs, metals, and TPH remain at the site above levels acceptable for unrestricted land use; thus, requiring the LUC. Accessible soils at the site were remediated to cleanup levels that, along with adherence to the restrictions in the LUC, are protective of all populations for planned land uses. The South Plume groundwater flows beneath the CSA. Groundwater and soil vapor impacts from VOCs beneath the site are in the process of being remediated by UPRR, and contamination in this media will be addressed by the approved final RAP. Soil vapor beneath the site may pose an unacceptable human health risk to future users based on potential migration into indoor air and groundwater contact absent compliance with the LUC. Initially, the boundaries of the requirement for vapor mitigation measures shall apply to the entire site, subject to adjustment by the DTSC in writing. Groundwater monitoring wells, groundwater and soil vapor extraction wells, and related groundwater and soil vapor extraction (SVE) remediation systems (collectively, “Remediation Systems”) have been and may continue to be installed within the site as part of the remediation of the South Plume. As a result of long-term remediation, UPRR will have ongoing operations and maintenance obligations within the site with regard to those Remediation Systems.

The DTSC has concluded that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment. The LUC generally requires a compliant soil layer over remediated soil, vapor intrusion mitigation measures, access (i.e., for the person responsible for implementing operation and maintenance activities), and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. A Railyards-wide soil and groundwater management plan was approved by DTSC in 2015. Prohibited activities generally include: drilling for water, oil, or gas; extraction or removal of groundwater without a groundwater management plan; and activity that may alter Remediation Systems without prior written approval of the DTSC. There are no

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prohibitions on any land uses that have been approved by the Specific Plan, including housing, parks, day care, commercial, and other similar such uses.

4.3 FEDERAL, STATE AND TRIBAL ENVIRONMENTAL RECORDS

A regulatory agency database search report was obtained from EDR, a third-party environmental database search firm. A complete copy of the database search report, including the date the report was prepared, the date the information was last updated, and the definition of databases searched, is provided in Appendix D.

Stantec evaluated the information listed within the database relative to potential impact to the Property, assessing the potential for impacts based in part on the physical setting. As part of this process, inferences have been made regarding the likely groundwater flow direction at or near the Property. As described in 4.1.3, the inferred shallow groundwater flow direction is likely to be towards the south. Observations about the Property and surrounding properties made during the Property reconnaissance are provided in more detail in Section 5.

4.3.1 Listings for Property and Nearby Sites with Potential to Impact Property

The regulatory agency database report, provided by EDR of Milford, Connecticut, was reviewed for information regarding reported releases of hazardous substances and petroleum products on or near the Property. For the purposes of this assessment, database listings for unspecified areas of the Railyards (within the approximate minimum search distance) are generally discussed as Property listings; however, the Property boundary includes a small area on the southern portion of the Railyards, situated within the SSA. The following is a summary of the findings of the database review. The complete regulatory agency database report may be found in Appendix D.

SUMMARY OF FEDERAL, STATE AND TRIBAL DATABASE FINDINGS Regulatory Database Approx. Minimum Property # Sites Search Distance Listed? Listed Federal National Priorities List (NPL) 1 mile No 0 Federal Delisted NPL ½ mile No 1 Federal Comprehensive Environmental Response, ½ mile No 1 Compensation, and Liability Information System (CERCLIS) list Federal CERCLIS No Further Remedial Action ½ mile Yes 1 Planned (NFRAP) Federal Resource Conservation and Recovery Act 1 mile Yes 1 (RCRA), Corrective Action facilities (CORRACTS) Federal RCRIS non- CORRACTS Treatment, ½ mile Yes 0 Storage, and Disposal Facilities (TSD) Federal RCRA Generators ¼ mile Yes 3 Federal Resource Conservation and Recovery Act – ¼ mile No 2 Non Generators / No Longer Regulated (RCRA NonGen / NLR) Federal Institutional Control/Engineering Control ½ mile No 0 Registry

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SUMMARY OF FEDERAL, STATE AND TRIBAL DATABASE FINDINGS Regulatory Database Approx. Minimum Property # Sites Search Distance Listed? Listed Federal Emergency Response Notification System Property No 0 (ERNS) list Federal Formerly Used Defense Sites (FUDS) 1 mile No 0 State and Tribal NPL [RESPONSE and Bond 1 mile Yes 8 Expenditure Plan (BEP)] State and Tribal CERCLIS (EnviroStor) ½ mile Yes 31 State and/or Tribal Landfill or Solid Waste Disposal ½ mile No 0 Sites State and Tribal Leaking Underground Storage ½ mile Yes 30 Tanks (LUST) Statewide California Spills, Leaks, and Incident and ½ mile Yes 5 Cleanup Cases (CPS-SLIC) State and Tribal Registered Underground Storage ¼ mile No 24 Tanks (UST) Hazardous Substance Storage Container Database (HIST UST) list; California Facility Inventory Database (CA FID UST); and Statewide Environmental Evaluation and Planning System (SWEEPS UST) State and Tribal Institutional Control/Engineering Property No 0 Control Registry State and Tribal Voluntary Cleanup Site ½ mile Yes 10 State and Tribal Brownfield Sites (BROWNFIELDS) ½ mile No 0 Toxic Site Clean-Up List (Sacramento Co. CS) ½ mile Yes 31 Aboveground Petroleum Storage Tank Facilities ¼ mile Yes 3 (AST) Listing of Brownfields Sites (US BROWNFIELDS) ½ mile No 2 Waste Management Unit Database ½ mile Yes 1 (WMUDS/SWAT) Calsites Database (HIST CAL-SITES) 1 mile Yes 7 California Environmental Reporting System Haz ¼ mile Yes 5 Waste (CERS HAZ WASTE) California Environmental Reporting System Tanks ¼ mile Yes 7 (CERS TANKS) California Environmental Reporting System (CERS) Property Yes 3 Deed Restriction Listing (DEED) ½ mile Yes 2 2020 Corrective Action Program List (2020 COR ¼ mile Yes 1 ACTION) Records of Decision (ROD) ½ mile No 1 Superfund (CERCLA) Consent Decrees 1 mile No 1 (CONSENT) “Cortese” Hazardous Waste & Substances Sites List ½ mile Yes 2 (Cortese) Hazardous Waste & Substance Site List (HIST ½ mile Yes 19 CORTESE) EnviroStor Permitted Facilities Listing (HWP) 1 mile Yes 2 Registered Hazardous Waste Transporter Database 1 mile No 0 (HWT) Master Hazardous Materials Facility List ¼ mile Yes 24

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SUMMARY OF FEDERAL, STATE AND TRIBAL DATABASE FINDINGS Regulatory Database Approx. Minimum Property # Sites Search Distance Listed? Listed (Sacramento Co. ML) Proposition 65 Records (Notify 65) 1 mile No 6 Emissions Inventory Data (EMI) Property Yes 1 California Integrated Water Quality System Property Yes 1 (CIWQS) RCRA Administrative Action Tracking System Property Yes 1 (RAATS) California Hazardous Material Incident Report Property No 0 System (CHMIRS) EDR Proprietary Manufactured Gas Plants (EDR 1 mile No 1 MGP) EDR Exclusive Historical Auto Stations (EDR Hist < 1/8 mile No 2 Auto) EDR Exclusive Historical Cleaners (EDR Hist < 1/8 mile No 1 Cleaner)

The Railyards were identified in various environmental database report listings, including those discussed below.

Downtown Railyard Venture, LLC (portions of the former SPTCo Locomotive Works including APNs 002- 0010-049, 002-0010-052, 002-0010-056, and 002-0010-058) is listed on CA ENVIROSTOR, CA VCP, and CA DEED databases. Prior uses include a railroad maintenance shop and railroad right of way. Potential COC include arsenic, lead, TPH-diesel (TPHd), and TPH-motor oil (TPHmo) in soil and/or soil vapor. Completed items include: a project wide SMP (December 15, 2015), technical report for Kaiser Lots 2, 3, 5, and 6 (June 12, 2017), SMP for SMUD Lot 42 (addendum to Railyards SMP, October 4, 2017), technical workplan for RCMU Lot 48 (February 23, 2018), project wide Land Use Restriction Monitoring Report (April 11, 2017), project wide Land Use Restriction Monitoring Report (March 15, 2018), site characterization workplan for Kaiser Lots 2, 3, 5, and 6 (March 5, 2015), project wide annual oversight cost estimate (October 16, 2018), project wide certification (November 20, 2015), and project wide land use restriction (September 30, 2015). The DEED database lists Envirostor land use restrictions dated September 30, 2015 and February 21, 2019.

The Sacramento Railyard (700 7th Street) is listed on the CA AST, CA CERS HAZ WASTE, CA CERS TANKS, CA CERS, and CA Sacramento Co. ML databases. The CA AST database identifies aboveground petroleum storage. The CERS databases identify the site as a hazardous waste generator with generally administrative violations. One 10,000-gallon diesel aboveground storage tank (AST) and one 375-gallon backup generator are noted in 2015.

The SP, Sac – Sacramento Station (401 I Street) is listed on the HIST Cal-Sites database. The HIST Cal- Sites database indicates that the site is certified as having been remedied satisfactorily under DTSC oversight. The Sacramento Station was a wheel foundry and depot.

The Sacramento Railyard (401 I Street) is also listed on the CA RESPONSE, CA ENVIROSTOR, CA LUST, CA CPS-SLIC, CA Sacramento Co. CS, CA VCP, CA WMUDS/SWAT, CA DEED, CA Cortese, CA

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EMI, CA HIST CORTESE, CA CIWQS, and CA CERS databases. Multiple study areas are referenced as having historical railyard uses, various COCs, impacts to soil and/or groundwater, and remedial actions. Certification, deed restrictions, and land use restrictions are noted. The CIWQS listing refers to storm water construction measures, during soil remediation and relocation of railroad tracks and passenger platforms, that were terminated in 2013.

The Southern Pacific Railyards (401 I Street) is listed on the Sacramento Co. CS database. No further detail was provided.

The SP, Sac. – Locomotive Works (401 I Street) is listed on the CA Bond Exp. Plan database as an old locomotive works for the cleaning and refurbishing of coal and diesel engines and railcars. Known contamination that was being addressed by a responsible party.

The Union Pacific Railroad Underground Vault Program (28 Suspected Locations Throughout the State of California) is listed on the CA ENVIROSTOR and VCP databases. Past uses include a railroad maintenance shop and railroad right of way. The site is undergoing voluntary cleanup by the responsible party.

Union Pacific Railroad / Union Pacific Sacramento Yard (501 Jibboom Street) is listed on the SEMS- ARCHIVE, CORRACTS, RCRA-TSDF, RCRA-SQG, CA CPS-SLIC, CA ENVIROSTOR, CA CERS, 2020 COR ACTION, RAATS, CA HWP, and CA Sacramento Co. ML databases. The SEMS-ARCHIVE database confirms that the site is not listed on the NPL. The CORRACTS listing indicates that migration of contaminated groundwater is under control. An open SLIC case is referenced in the CA CPS-SLIC database. CA ENVIROSTOR listings note corrective action of impacted soil. The facility is a hazardous waste generator.

The status of historical Property usage and related environmental investigations is further discussed in Section 4.2. Although historical usage of the Property as the Railyards resulted in known impacts to soil and groundwater, the vast majority of the Property has been certified, with LUCs in place. Soil within the SSA has been certified to meet risk-based criteria established by the DTSC, with hazardous substances or petroleum products allowed to remain in place subject to the implementation of required controls. Groundwater and soil vapor impacts from VOCs beneath the Property are in the process of being remediated by and are the continuing obligations of UPRR. Groundwater RAP has been approved is being implemented to the satisfaction of regulatory agencies.

Based on the extensive environmental investigation and cleanup of the Railyards, in accordance with regulatory oversight, potential impacts to the Railyards from offsite sources have been addressed in concert with onsite sources of contamination. In addition, the groundwater gradient in the Property vicinity is towards the south; therefore, areas upgradient to the north of the Property boundary include other Railyards areas, as opposed to offsite sources. As such, detailed review of database listings for offsite facilities outside the Railyards was not warranted.

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Records Review May 14, 2019

4.4 LOCAL/REGIONAL ENVIRONMENTAL RECORDS

Stantec reviewed SWRCB GeoTracker and DTSC EnviroStor database for records pertaining to the Property and surrounding area. Given the volume of readily available and User provided documents detailing history of the Property and surrounding area, extensive environmental investigation and remediation, regulatory certification (majority of the Railyards), LUCs for the Property and surrounding area, and planned redevelopment, request of additional local environmental records was not warranted.

4.5 HISTORICAL RECORDS REVIEW

4.5.1 Land Title Records/Deeds

Stantec obtained an environmental lien search report for the Property from EDR of Shelton, Connecticut. A copy of the environmental lien and AUL search report is provided in Appendix E. According to the lien report, no environmental liens were identified in connection with the Property. However, AULs were identified between Downtown Railyard Venture, LLC and the DTSC in the form of a Land Use Covenant and Agreement with Environmental Restrictions. Refer to Section 4.2 for further discussion regarding LUCs.

Stantec obtained a chain-of-title dating back to 1940 from EDR, a copy of which is provided in Appendix E. Listed previous owners of the Property are summarized in the following table:

Period of Ownership Listed Owner Name May 1932 to December 2006 Southern Pacific Company and Union Pacific Railroad Company, a Delaware corporation, formerly known as Southern Pacific Transportation Company, a Delaware corporation, successor in interest by merger with Southern Pacific Company, a Delaware corporation, successor by merger with Central Pacific Railway Company, a Utah corporation December 2006 to October 2010 S. Thomas Enterprises of Sacramento, LLC, a Delaware limited liability company October 2010 to September 2015 IA Sacramento Development, LLC, a Delaware limited liability company and IA Sacramento Holdings, LLC, a Delaware limited liability company formerly known as IA Sacramento Development, LLC, a Delaware limited liability company September 2015 to present Downtown Railyard Venture, LLC, a Delaware limited liability company

4.5.2 Aerial Photographs

Stantec reviewed historical aerial photographs provided by EDR. The general type of activity on a property and land use changes can often be discerned from the type and layout of structures visible in the photographs. However, specific elements of a facility's operation usually cannot be discerned from aerial photographs alone. The following table summarizes Stantec’s observations of the reviewed historical aerial photographs.

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Records Review May 14, 2019

Year Scale Observations, Property and Adjoining Properties 1937 1”=500’ The Property appears to contain railroad tracks and a parking and/or 1947 storage yard along the western side. Offsite areas to the north, west, and south appear to be extensively utilized as the Railyards, with 1953 industrial buildings, railroad tracks, and related features. Commercial 1957 and residential uses are depicted to the east. 1964 1”=500’ Similar to the previous aerial photograph, with the exception of fewer 1966 structures and Railyard uses depicted to the southwest. 1972 1984 1”=500’ Similar to the previous aerial photograph, with the exception of what appears to be vacant land along the western side (former storage yard) and what appear to be parking areas along the eastern side. Offsite areas to the south appear to be primarily used for parking; railroad tracks are present. 1993 1”=500’ Similar to the previous aerial photograph, with the exception of 1998 parking areas no longer depicted at the Property. Fewer structures and features are depicted at the larger Railyard. 2006 1”=500’ Similar to the previous aerial photograph, with the exception of fewer 2009 structures and railyard features depicted at the larger Railyard. The eastern portion of the Property appears to be utilized for parking. The 7th Street corridor was added to the north-northeast. 2012 1”=500’ Similar to the previous aerial photograph, with the exception of what appear to be overpass features added to the west for future 5th and 6th Streets. 2016 1”=500’ The Property and surrounding area are generally developed in their current configuration. Railroad tracks are no longer located onsite; the lines appear to have been relocated along the northern Property boundary. F Street and G Street were not yet extended to the south of the Property. Source: The EDR Aerial Photo Decade Package

4.5.3 City Directories

Stantec retained EDR to research available reverse city directories for the Property, in approximately five year intervals. City directory listings identify residential uses of the Property in 1923 and 1920. City directory listings for the surrounding area identified residential, commercial, and municipal uses of the adjacent urban areas since at least 1920. A gas station and automotive service shop (Signal Oil Co. gas station / Smith & Taylor gas station / Hudgins auto repair / Brady’s Signal Station) was identified at 501 7th Street, to the east of the Property, between at least 1942 and 1966.

4.5.4 Historical Fire Insurance Maps

Fire insurance maps were developed for use by insurance companies to depict facilities, properties, and their uses for many locations throughout the United States. These maps provide information on the history of prior land use and are useful in assessing whether there may be potential environmental

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Records Review May 14, 2019

contamination on or near the Property. These maps, which have been periodically updated since the late 19th century, often provide valuable insight into historical Property uses.

Stantec contracted with a third party to search for copies of historical fire insurance maps covering the subject and immediately adjacent properties. The Sanborn® Map Search Report is presented in Appendix E.

Occupant of Property/Adjoining Properties; Year Indications of Hazardous Substance or Petroleum Usage 1895 The Property is generally improved with dwellings; a railroad supply house is located along the northwestern boundary. E Street extends across the northern portion of the Property. Railroad tracks, lumber storage, and a slough are depicted to the north. 7th Street is followed by dwellings to the east. F Street is followed by dwellings and buildings utilized for box making and “Chinese” to the south. 6th Street is followed by railroad tracks, coal storage, and a Southern Pacific Railroad (SPRR) foundry are depicted to the west and southwest. 1915 The Property is improved with dwellings, railroad tracks, railroad storage buildings, a railroad platform, and what appear to be commercial buildings utilized by Pane & Trainor. E Street extends across the northern portion of the Property. Railroad tracks (SPCo main line) and lumber piles are depicted to the north. 7th Street is followed by dwellings to the east. F Street is followed by dwellings and a warehouse (California Fruit Canners Association Factory) to the south. 6th Street is followed by SPCo railroad spurs/tracks, coke piles, a foundry, and miscellaneous railyard support areas to the west and southwest. 1950 The Property is noted to have all buildings removed, streets vacated, and blocks full of railroad tracks. Railroad tracks (SPCo main line) are depicted to the north. 7th Street is followed by dwellings, a “Gas & Oils” station, and what appears to be an auto repair shop to the east. A wholesale plumbing supply building is depicted to the southeast. Railroad tracks are located to the south. 6th Street is followed by railroad spurs/tracks, coke piles, a foundry, and miscellaneous railyard support areas (i.e. warehouse, painting, and sheds) to the west and southwest. 1952 The Property is noted to be full of railroad tracks. Railroad tracks are depicted to the north. 7th Street is followed by dwellings, a “Gas & Oils” station, and an auto repair 1957 shop to the east. An office building is depicted to the southeast. Railroad tracks are located to the south. 6th Street is followed by railroad spurs/tracks, coke piles, a foundry, and miscellaneous railyard support areas (i.e. warehouse, painting, and sheds) to the west and southwest. 1960 Similar to the prior fire insurance map, with the exception of battery shop and battery storage buildings noted in a railyard support area to the west. 1964 The Property is noted to be full of railroad tracks. Railroad tracks are depicted to the th 1965 north. 7 Street is followed by dwellings, a “Gas & Oils” station, and an auto repair shop to the east. An office building is depicted to the southeast. Railroad tracks are 1966 located to the south. 6th Street is followed by railroad spurs/tracks, coke piles, a 1968 battery shop, and miscellaneous railyard support areas (i.e. warehouse and sheds) to 1970 the west. The foundry is no longer depicted to the southwest.

Source: The Sanborn® Map Search Report

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Records Review May 14, 2019

4.5.5 Historical Topographic Maps

Stantec reviewed historical USGS 7.5-minute Topographic Maps of the Sacramento East, Sacramento West, Brighton, and Lovdal Quadrangles (scale 1:24,000), historical USGS 15-Minute topographic maps of the Fairoaks and Davisville Quadrangles, and historical 30-minute topographic map of the Sacramento Quadrangle to help identify past Property usage and areas of potential environmental concern.

Copies of the historical maps are provided in Appendix E. The following table summarizes the maps reviewed and our observations.

Year Scale Observations, Property and Adjoining Properties 1891 1:30,000 The Property is depicted as undeveloped land. Railroad tracks are th 1892 followed by generally undeveloped land to the north. 7 Street appears to be depicted along the eastern Property boundary. Urban 1893 development appears to be located to the east and southeast. Undeveloped land is depicted to the south. Generally undeveloped land and a pond feature are depicted to the southwest. 1902 1:62,500 The Property is depicted as having urban development and road 1907 extensions. Various railroad tracks are followed by undeveloped land to the north. Urban development is depicted to the south. What appears to be 6th Street followed by railroad tracks and railyard buildings to the west and southwest. A pond feature is located further to the southwest. 1911 1:31,680 The Property is depicted as having urban development and road 1916 extensions. Various sets of railroad tracks are located to the north. Urban development is depicted to the south. Railroad tracks are followed by railyard buildings to the west and southwest. 1948 1:24,000 The Property and immediate surrounding area are not depicted on the topographic map. Railyard uses are depicted further to the west. 1949 1:24,000 The Property is improved with railroad tracks. Railroad tracks and th 1954 railyard support areas (i.e. SP Shops) are depicted to the north. 7 Street is followed by unspecified urban development to the east. Railroad tracks are located to the south. Railroad tracks are followed by railyard buildings to the west and southwest. 1967 1:24,000 Similar to the previous topographic map, with the exception of a 1975 reduction of railyard support buildings to the southwest. 1980 1992 1:24,000 The Property is improved with railroad tracks, unspecified urban development on the eastern portion, and industrial land on the western portion. Railroad tracks, industrial land, and railyard support areas are depicted to the north. 7th Street is followed by unspecified urban development to the east. Railroad tracks, unspecified urban development, and industrial land are located to the south. Industrial land is followed by railyard buildings to the west. 2012 1:24,000 The Property is depicted as undeveloped land. Undeveloped land is depicted to the north, west, and southwest. 7th Street and the Southern Pacific Shops are depicted to the northeast. The general

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Year Scale Observations, Property and Adjoining Properties road configuration is depicted to the east and southeast. No additional detail is visible in this map. Source: The EDR Historical Topographic Map Report

4.5.6 Other Historical Sources

The California Department of Conservation’s Division of Oil, Gas, and Geothermal Resources (DOGGR) website (http://www.conservation.ca.gov/dog/Pages/Wellfinder.aspx) was searched to identify the potential existence of oil and gas production wells within the vicinity of the Property. No wells were identified on the Property or adjacent properties.

The National Pipeline Mapping System (NPMS) Public Viewer (https://pvnpms.phmsa.dot.gov/PublicViewer/) was searched to identify the potential existence of subsurface pipelines within the vicinity of the Property. A gas transmission pipeline is located along the eastern Property boundary. This pipeline is operated by Pacific Gas & Electric Co. (PG&E) and is reported to be 5.23-miles long and active (filled) with natural gas. A hazardous liquid pipeline was identified approximately 0.4 miles to the north of the Property. This pipeline is operated by SFPP, LP and is reported to be 15.98 miles long and active (filled) and the commodity is described as non-highly volatile (non-HVL) product. No incidents (gas) or accidents (liquid) were depicted within a one-mile radius of the Property.

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Site Reconnaissance May 14, 2019

5.0 SITE RECONNAISSANCE

A visit to the Property and its vicinity was conducted by Audrey Lundin on May 7, 2019. Access to the Property was provided by Elias Rashmawi of Stantec. Figure 2 provides information about the Property and adjoining properties and the location of potential areas of environmental concern. Photographs collected during the Property visit are included in Appendix A.

5.1 SITE RECONNAISSANCE METHODOLOGY

The site reconnaissance focused on observation of current conditions and observable indications of past uses and conditions of the Property that may indicate the presence of RECs. The reconnaissance of the Property was conducted on foot and Stantec utilized the following methodology to observe the Property:

• Traverse the eastern portion of the Property. • Observe the western portion of the Property from the public right-of-way along F Street.

Weather conditions during the visit to the Property were clear and sunny. There were no weather-related Property access restrictions encountered during the reconnaissance visit.

5.2 GENERAL DESCRIPTION

Property and Area The Property is located on the northwest corner of the intersection of Description: F Street and North 7th Street, along the southeastern portion of the former Sacramento Railyards. Property Operations: The Property currently contains a public parking lot (SacPark Lot 297) on eastern portion. The western portion of the Property is fenced and undeveloped. Structures, Roads, Other The eastern portion of the Property is improved with a paved parking Improvements: lot, with a pay station. The undeveloped western portion of the Property is fenced. No structures are present. Property Size (acres): The Property is comprised of approximately 3.16 acres. Estimated % of Property Approximately 40% of the Property is covered with pavement. Covered by Buildings and/or Pavement: Observed Current Property The eastern portion of the Property is currently utilized for public Use/Operations: parking. The western portion is undeveloped, vacant land. Observed Evidence of Past Evidence of prior uses of the Property were not readily observed. Property Use(s): Sewage Disposal Method None observed. (and age): Potable Water Source: None observed. Electric Utility: SMUD.

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Site Reconnaissance May 14, 2019

5.3 HAZARDOUS SUBSTANCES AND PETROLEUM PRODUCTS

The following table summarizes Stantec’s observations during the Property reconnaissance.

Observations Description/Location Hazardous Substances and None observed. Petroleum Products as Defined by CERCLA 42 U.S.C. § 9601(14): Drums (≥ 5 gallons): None observed. Strong, Pungent, or Noxious None observed. Odors: Pools of Liquid: None observed. Unidentified Substance Containers: None observed. PCB-Containing Equipment: None observed. Other Observed Evidence of None observed. Hazardous Substances or Petroleum Products:

5.4 INTERIOR OBSERVATIONS

Stantec made the following observations during the Property reconnaissance of the building interiors at the Property and/or identified the following information during the interview or records review portions of the assessment:

Observations Description Heating/Cooling Method: None observed. Surface Stains or Corrosion: None observed. Floor Drains and Sumps: None observed. Other Interior Observations: None observed.

5.5 EXTERIOR OBSERVATIONS

Stantec made the following observations during the site reconnaissance of exterior areas of the Property and/or identified the following information during the interview or records review portions of the assessment:

Observations Description On-site Pits, Ponds, or Lagoons: None observed. Stained Soil or Pavement: No notable stains observed. Stressed Vegetation: None observed.

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Site Reconnaissance May 14, 2019

Observations Description Waste Streams and Waste None observed. Collection Areas: Solid Waste Disposal: None observed. Potential Areas of Fill Placement: The Property is underlain by fill materials. Wastewater: None observed. Stormwater: Stormwater runoff from the paved portion of the Property drains to storm drains located along adjacent roadways. Stormwater drainage within undeveloped areas is reportedly contained of the Property and stormwater detention basins are present at the Railyards. Wells: Groundwater monitoring wells, associated with a larger monitoring well network, are present. Septic Systems: None observed. Other Exterior Observations: Isolated areas of litter were observed at the Property.

5.6 UNDERGROUND STORAGE TANKS/STRUCTURES

Existing No visible evidence (fill pipes, vent pipes, dispensers, surface patches), which would USTs: indicate the presence of USTs, was discovered during the site reconnaissance. Former As documented in an Underground Storage Tank Assessment, Car Shop Nine, USTs: Central Corridor, Lagoon Soil, Former Manufactured Gas Plant, Northern Shops, and Sacramento Station Study Areas, Former SPTCo Sacramento Railyard, Sacramento, California, prepared by ERM and dated November 14, 2014, USTs were historically used at the Railyards for various storage needs including bunker fuel, diesel fuel, gasoline, and solvents. Closure reports document the proper removal of many USTs historically used at the Property. Despite the documented removals, USTs have been encountered at the Property during remediation and development activities, none of which have been found to be documented within readily available historical records. ERM compiled available historical documents pertaining to USTs at the Property and reviewed to verify the status of known USTs and to identify areas where USTs may still remain on the Property. During the late 1980s, SPTCo reportedly identified and abandoned all known tanks on the Property as part of a system-wide UST abandonment program. SPTCo contracted American Environmental Management Corporation (AEMC). The AEMC reports suggest that the 20 removed USTs represent all tanks known to SPTCo at that time; soil excavations and remedial investigations conducted since the time of the AEMC reports provide no evidence that any of the reported tanks were abandoned in place. SPTCo closure reports prepared by AEMC indicate that the majority of USTs removed in the late 1980s were located just below the concrete pads and often in close proximity to buildings. Recent development projects and soil remediation activities at the Property encountered five USTs that were apparently unknown to SPTCo during the late 1980s and did not appear on any third-party registry; these USTs were found in proximity to former buildings. This assessment found no evidence or historical records that suggest additional tanks remain at the Railyards; however, the discovery of five previously unknown USTs suggests the potential that additional tanks may remain.

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Site Reconnaissance May 14, 2019

ERM determined that there are two sets of conditions that represent the potential for USTs at the Property, including: proximate to buildings at shallow depths; and proximate to buildings at any depth in areas of repeated historical fill, such as the MGP and portions of the SSA. USTs were considered unlikely to remain in areas previously excavated or in areas that were historically undeveloped. In total, approximately 30 acres of the Railyards was determined to have insufficient information to rule out the presence of USTs. Geophysical techniques were deployed to evaluate the target search areas. If the geophysical investigation identifies an object that has a “tank-like” signature, and no other source of interference is identified, the object was explored with an excavator or backhoe.

Figure 2 depicts former Tank A located near the southwest portion of the Property. Tank A is an estimated 20,000-gallon bunker fuel UST encountered in 2010 during construction of the 6th Street bridge footings. The top of the tank was found 8 feet bgs at the time of redevelopment. This UST sits adjacent to the former foundry building. Historical fill placed as the result of the grade raise for the relocation of the mainline track in the mid-1900s after the disuse of the UST resulted in the tank being encountered at a depth that is not typical for the Railyards and not typical of standard UST installation practices.

According to a First Five-Year Review Report, Former SPTCo Sacramento Railyard, Sacramento, California, dated June 2015 and prepared by ERM, ERM’s 2014 UST Assessment was approved by the DTSC (February 23, 2015) to evaluate and investigate the presence of remaining USTs throughout the Railyards. The identification and removal of USTs does not impact the protectiveness of the remedy.

ERM prepared an Underground Storage Tank Investigation Summary Report, Car Shop Nine, Central Corridor, Lagoon Soil, Former Manufactured Gas Plant, Northern Shops, and Sacramento Station Study Areas, Former SPTCo Sacramento Railyard, Sacramento, California, dated August 22, 2016. The report provides a summary of the multi-component geophysical and direct investigation that was designed to provide a reasonable level of certainty that all historical USTs have been identified and removed from the Property. The areas with greatest potential for USTs have been investigated, and anomalies in the survey dataset were validated to eliminate the potential for USTs. No additional USTs were identified during the investigation. A UST Management Plan is not required because no USTs containing hazardous substances were discovered during the investigation. Small areas of the planned investigation areas were not accessible (due to the presence of slopes and physical obstructions), but these represent a less-than-significant area of the Property. No further investigation was warranted.

The DTSC issued a letter entitled Tank Investigation, The Railyards, Sacramento, California, dated March 28, 2017, concurring with the conclusions of ERM’s UST investigation summary report. DTSC also notes that while USTs would unlikely remain in the currently inaccessible areas, there is a process in the Railyards Agreement for managing the potential discovery of “historic contamination” during the development of property owned by DRV.

Since the completion of this UST assessment, no USTs have been encountered in any of the development work.

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Site Reconnaissance May 14, 2019

Other Groundwater monitoring wells are present. Underground Structures:

5.7 ABOVEGROUND STORAGE TANKS

Existing No visible evidence (fill pipes, vent pipes, dispensers, surface stains), which would ASTs: indicate the presence of ASTs, was discovered during the site reconnaissance. Former Former ASTs were generally removed from the Railyards. ASTs:

5.8 ADJOINING PROPERTIES

5.8.1 Current Uses of Adjoining Properties

As viewed from the Property and/or from public rights-of-way, Stantec made the following observations about use and activities on adjoining properties:

NORTH Mainline railroad tracks, undeveloped land, and road extensions. EAST North 7th Street followed by an urban area with mixed commercial and residential uses. SOUTH F Street followed by undeveloped land and a public parking lot. WEST 6th Street followed by undeveloped land, railroad tracks, and structures associated with the former railyard.

5.8.2 Observed Evidence of Past Uses of Adjoining Properties

Observations of adjoining properties providing indications of past use and activities, if any, are described below.

NORTH None observed. EAST None observed. SOUTH None observed. WEST None observed.

5.8.3 Pits, Ponds or Lagoons on Adjoining Properties

As viewed from the Property and/or from public rights-of-way, Stantec made the following observations about the presence of pits, ponds and lagoons on adjoining properties:

NORTH None observed. EAST None observed. SOUTH None observed.

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Site Reconnaissance May 14, 2019

WEST None observed.

5.9 OBSERVED PHYSICAL SETTING

Topography of the The Property slightly slopes downward to the south-southeast. Property and Surrounding Area:

Project No.: 185702567 5.6

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Interviews May 14, 2019

6.0 INTERVIEWS

Stantec conducted interviews with the following individuals:

Name and contact information Relationship to Property Key findings: Alan Hersh Downtown Railyard Venture, Mr. Hersh has knowledge of the [email protected] LLC / Senior Vice President Property since approximately 2014 and presented information

on the following conditions at the Railyards: • The Railyards is currently vacant and undergoing various redevelopment and reuse projects. • The Railyards was used for manufacturing and maintenance of heavy rail equipment from approximately the 1860s to mid-1990s. • Hazardous materials consistent with historical heavy rail activities have been used at the Railyards, including petroleum hydrocarbons and chlorinated solvents. • The Railyards has undergone significant cleanup and remediation subject to overview and approval by the DTSC and other agencies. Adequate and appropriate documentation regarding chemical releases and subsequent cleanup are publicly available. • Mr. Hersh is not aware of any government agency enforcement actions, investigations, citations, notices of violation, or active or threatened litigation pertaining to environmental issues at the Property. • Mr. Hersh is not aware of environmental concerns or

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Interviews May 14, 2019

complaints expressed by occupants or neighbors. • Mr. Hersh is also not aware of any spills of hazardous substances or petroleum products, or other environmental incidents or concerns at adjoining or nearby properties.

Copies of interview notes are provided in Appendix G.

Project No.: 185702567 6.2

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Evaluation May 14, 2019

7.0 EVALUATION

This section provides a summary overview of or Findings, Opinions, and Conclusions.

7.1 FINDINGS AND OPINIONS

Information gathered from interviews, reviews of existing data, and a property inspection was evaluated to determine if RECs are present in connection with the Property. Based on this information, Stantec made the following findings and developed the following opinions.

Finding 1: Historical uses of the Property and surrounding area as the Railyards resulted in soil and groundwater impacts. Pursuant to a 1988 Enforceable Agreement with the DTSC, UPRR has investigated and remediated soil and groundwater contamination at the Sacramento Railyards. In addition, UPRR has certain continuing obligations under the 1988 Enforceable Agreement, including remediation of groundwater, soil vapor, and ongoing operation and maintenance responsibilities.

The Property is situated with the northeast corner of the SSA. The Sacramento Station study area was granted certification from the DTSC (June 21, 1994) for remedial activities specified in the Final RAP; groundwater contamination at the site is being addressed as part of the South Plume Study Area under an approved Remedial Action Plan. A portion of the Sacramento Station soil study area was included in a LUC and Agreement dated August 28, 2015. The area had been investigated and contaminated soil was remediated under the DTSC’s oversight to cleanup levels that, along with adherence to the restrictions in the Covenant were protective of all populations for planned land uses, including, but not limited to, commercial retail, industrial, hospital, school, daycare, mixed use, residential, and park use. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. To that end, a Railyards-wide Soil and Groundwater Management Plan has been approved by DTSC in 2015 in satisfaction of this requirement and is currently being implemented at all Railyards projects.

On February 7, 2019, the DTSC issued a separate LUC for the CSA. The DTSC approved a RAP on July 3, 2013 for the CSA and South Plume groundwater. Groundwater and soil vapor impacts beneath the Property are in the process of being remediated by and are the continuing obligations of UPRR, and contamination in these media will be addressed by the final remedy of the South Plume groundwater RAP. Groundwater monitoring wells, groundwater and soil vapor extraction wells, and related groundwater and soil vapor extraction remediation systems (collectively, “Remediation Systems”) have been and may continue to be installed within the Railyards as part of the remediation for the South Plume. As a result of long-term remediation, UPRR has ongoing operations and maintenance obligations within the Property with regard to those

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Evaluation May 14, 2019

Remediation Systems. The DTSC has concluded that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, access (i.e., for the person responsible for implementing operation and maintenance activities), and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. Prohibited activities generally include: drilling for water, oil, or gas; extraction or removal of groundwater without a groundwater management plan; and activity that may alter Remediation Systems without prior written approval of the DTSC. There are no prohibitions on any land uses that have been approved by the Specific Plan, including housing, parks, day care, commercial, and other similar such uses.

Opinion 1: Soils at the Property have been remediated and certified by the DTSC, with LUCs in place. The soil meets risk-based criteria established by regulatory authority, with hazardous substances or petroleum products allowed to remain in place subject to the implementation of required controls. Groundwater and vapor beneath the Property are undergoing remediation by UPRR under an approved RAP. Responsible parties have been identified and remedial efforts continue to be performed in accordance with regulatory oversight. Mitigation for soil vapor intrusion is required, unless otherwise demonstrated to the contrary in accordance with DTSC review and approval. Given the DTSC’s conclusion that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment, historical uses of the Property and surrounding area as the Railyards is considered to represent a CREC.

As evident in approved development projects at the Property, there are no significant impediments to future development through the implementation of appropriate institutional and engineering controls. Based on existing approvals, and the implementation of the approved soil and groundwater management plan, groundwater remediation beneath the Property does not impact the ability of development to move forward.

7.2 DATA GAPS

The federal AAI final rule [40 CFR 312.10(a)] and ASTM E1527-13 identify a “data gap” as the lack or inability to obtain information required by the standards and practices of the rule despite good faith efforts by the Environmental Professional or the User.

Any data gaps resulting from the Phase I ESA described in this report are listed and discussed below.

Gap Discussion Deletions or Exceptions from None Scope of Work Referenced in Section 1.4:

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Evaluation May 14, 2019

Gap Discussion Weather-Related Restrictions to None Site Reconnaissance: Facility Access Restrictions to None Site Reconnaissance: Other Site Reconnaissance None Restrictions: Data Gaps from Environmental Based on the extensive environmental investigation and cleanup Records Review: of the Property, in accordance with regulatory oversight, potential impacts to the Property from offsite sources have been addressed in concert with onsite sources of contamination. Detailed review of database listings for offsite facilities was not warranted. Data Gaps from Historical Given the volume of readily available and User provided Records Review: documents detailing the Property history, extensive environmental investigation and remediation, regulatory certification, and planned redevelopment, request of additional local environmental records was not warranted. Data Gaps from Interviews: None

Other Data Gaps: None

7.3 CONCLUSIONS

We have performed a Phase I Environmental Site Assessment in conformance with the scope and limitations of ASTM Practice E1527-13 of Lot 46, located at the northwest corner of the intersection of F Street and North 7th Street in Sacramento, California. Any exceptions to, or deletions from, this practice are described in Section 2.3 of this report. This assessment has revealed the following evidence of recognized environmental conditions in connection with the Property:

• Historical uses of the Property and surrounding area as the Railyards resulted in soil and groundwater impacts. Pursuant to a 1988 Enforceable Agreement with the DTSC, UPRR has investigated and remediated soil and groundwater contamination at the Sacramento Railyards. In addition, UPRR has certain continuing obligations under the 1988 Enforceable Agreement, including remediation of groundwater, soil vapor, and ongoing operation and maintenance responsibilities. The Property is situated with the northeast corner of the SSA. The Sacramento Station study area was granted certification from the DTSC (June 21, 1994) for remedial activities specified in the Final RAP; groundwater contamination at the site is being addressed as part of the South Plume Study Area under an approved Remedial Action Plan. A portion of the Sacramento Station soil study area (including the Property) was included in a LUC and Agreement dated August 28, 2015. The area had been investigated and contaminated soil was remediated under the DTSC’s oversight to cleanup levels that, along with adherence to the restrictions in the Covenant were protective of all populations for planned land uses, including,

Project No.: 185702567 7.3

RAILYARDS AFFORDABLE HOUSING

Evaluation May 14, 2019

but not limited to, commercial retail, industrial, hospital, school, daycare, mixed use, residential, and park use. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. To that end, a Railyards-wide Soil and Groundwater Management Plan has been approved by DTSC in 2015 in satisfaction of this requirement and is currently being implemented at all Railyards projects.

On February 7, 2019, the DTSC issued a separate LUC for the CSA. The DTSC approved a RAP on July 3, 2013 for the CSA and South Plume groundwater. Groundwater and soil vapor impacts beneath the Property are in the process of being remediated by and are the continuing obligations of UPRR, and contamination in these media will be addressed by the approved final remedy of the South Plume groundwater RAP. Groundwater monitoring wells, groundwater and soil vapor extraction wells, and related groundwater and soil vapor extraction remediation systems (collectively, “Remediation Systems”) have been and may continue to be installed within the Railyards as part of the remediation for the South Plume. As a result of long-term remediation, UPRR has ongoing operations and maintenance obligations within the Property with regard to those Remediation Systems. The DTSC has concluded that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment. The LUC generally requires a compliant soil layer over remediated native soil, vapor intrusion mitigation measures, access (i.e., for the person responsible for implementing operation and maintenance activities), and DTSC notice and approval of a soil and groundwater management plan prior to disturbance of either media. Prohibited activities generally include: drilling for water, oil, or gas; extraction or removal of groundwater without a groundwater management plan; and activity that may alter Remediation Systems without prior written approval of the DTSC. There are no prohibitions on any land uses that have been approved by the Specific Plan, including housing, parks, day care, commercial, and other similar such uses.

Soils at the Property have been remediated and certified by the DTSC, with LUCs in place. The soil meets risk-based criteria established by regulatory authority, with hazardous substances or petroleum products allowed to remain in place subject to the implementation of required controls. Groundwater and vapor beneath the Property are undergoing evaluation and remediation by UPRR. Responsible parties have been identified and remedial efforts continue to be performed in accordance with regulatory oversight. Mitigation for soil vapor intrusion is required, unless otherwise demonstrated to the contrary in accordance with DTSC review and approval. Given the DTSC’s conclusion that the site, as remediated and when used in compliance with the environmental restrictions of the LUC, does not present an unacceptable risk to present and future human health or safety or the environment, historical uses of the Property and surrounding area as the Railyards is considered to represent a CREC.

As evident in approved development projects at the Property, there are no significant impediments to future development through the implementation of appropriate institutional and engineering controls. Based on existing approvals, and the implementation of the approved soil and groundwater management

Project No.: 185702567 7.4

RAILYARDS AFFORDABLE HOUSING

Evaluation May 14, 2019

plan, groundwater remediation beneath the Property does not impact the ability of development to move forward.

Project No.: 185702567 7.5

RAILYARDS AFFORDABLE HOUSING

References May 14, 2019

8.0 REFERENCES

American Society for Testing and Materials, 2015, Standard Guide for Vapor Encroachment Screening on Property Involved in Real Estate Transactions, Designation E 2600-15.

American Society for Testing and Materials, 2013, Standard Practice for Environmental Site Assessments: Phase 1 Environmental Site Assessment Process, Designation: E 1527-13.

California Geological Survey, December 2002. California Geomorphic Provinces Note 36.

Environmental Data Resources (EDR), April 22, 2019, Certified Sanborn® Map Report. Inquiry Number 5627791.3.

EDR, April 26, 2019, EDR Building Permit Report, Inquiry Number 5634747.8.

EDR, April 30, 2019, EDR Environmental Lien and AUL Search, Inquiry Number 5627791.7R.

EDR, April 26, 2019, EDR Historical Topo Map Report, Inquiry Number 5634747.4.

EDR, May 8, 2019, The EDR 1940 Chain of Title, Inquiry Number 5627791.13R.

EDR, April 29, 2019, The EDR Aerial Photo Decade Package, Inquiry Number 5634747.11.

EDR, April 30, 2019, The EDR-City Directory Abstract, Inquiry Number 5634747.5.

EDR, April 26, 2019, The EDR Radius Map™ Report with GeoCheck®, Inquiry Number 5634747.2r.

ERM, January 2013, Final Draft Remedial Action Plan, Central Shops Study Area – Soil and South Plume Study Area – Ground Water, the Railyards, Sacramento, California.

ERM, July 2010, Final Feasibility Study Report, Central Shops Study Area – Soil and South Plume Study Area – Ground Water, the Railyards, Sacramento, California.

ERM, June 2015, First Five-Year Review Report, Former SPTCo Sacramento Railyard, Sacramento, California.

ERM, November 14, 2014, Underground Storage Tank Assessment, Car Shop Nine, Central Corridor, Lagoon Soil, Former Manufactured Gas Plant, Northern Shops, and Sacramento Station Study Areas, Former SPTCo Sacramento Railyard, Sacramento, California.

ERM, August 22, 2016, Underground Storage Tank Investigation Summary Report, Car Shop Nine, Central Corridor, Lagoon Soil, Former Manufactured Gas Plant, Northern Shops, and Sacramento Station Study Areas, Former SPTCo Sacramento Railyard, Sacramento, California.

ESA, April 15, 2016, Railyards Specific Plan Update.

Department of Toxic Substances Control (DTSC), 2019, Land Use Covenant and Agreement, Environmental Restrictions, County of Sacramento, Assessor Parcel Number (APN) 002-0010-

Project No.: 185702567 8.1

RAILYARDS AFFORDABLE HOUSING

References May 14, 2019

067 and a portion of APN 002-0010-068, Central Shops Study Area within the Sacramento Railyards, DTSC Site Code: 102268.

DTSC, 2015, Land Use Covenant and Agreement, Environmental Restrictions, County of Sacramento, Portions of APNS 002-0010-049, 002-0010-052, 002-0010-056, and 002-0010-058, Specified Study Areas Within the Sacramento Railyards, Sacramento, Sacramento County, DTSC Site Code 100139.

DTSC, March 28, 2017, Tank Investigation, The Railyards, Sacramento, California.

U.S. Environmental Protection Agency (EPA), 2005, All Appropriate Inquiry Final Rule.

Websites: http://Geotracker.swrcb.ca.gov/

http://www.envirostor.dtsc.ca.gov/public/

http://www.water.ca.gov/groundwater/bulletin118/gwbasins.cfm

http://www.conservation.ca.gov/dog/Pages/Wellfinder.aspx

https://pvnpms.phmsa.dot.gov/PublicViewer/

Project No.: 185702567 8.2

RAILYARDS AFFORDABLE HOUSING

FIGURES

Project No.: 185702567

PROPERTY

NOT TO SCALE

FOR: FIGURE: RAILYARDS AFFORDABLE HOUSING LOT 46 PROPERTY LOCATION MAP 1 SACRAMENTO, CALIFORNIA

PROJECT NUMBER: DRAWN BY: CHECKED BY: APPROVED BY: DATE: 185702567 AEL ND ER 4/29/19 Sacramento Railyards ($¯$ D St

Democracy Alley 5th St 5th

Sacramento Railyards

E St

North 7th St

Eggplant Alley

6th St

F St

8th St

G St Sacramento Railyards

Source: Parcels, Sacremento County Open Data, data.saccounty.net Legend 0 100 200 Project Location Features, ERM, First Five-Year Review Report, 2015 Prepared by L Smith on 2019-05-07 Sacramento, CA Property Boundary Imagery: ESRI World Imagery Service Technical Review by P Glendening on 2019-05-07 Feet Independent Review by A Lundin on 2019-05-07 1:2,400 (At original document size of 8.5x11) Client/Project SACRAMENTO RAILYARDS

Figure No. 2

Title RAILYARDS AFFORDABLE HOUSING LOT 46 - PROPERTY VICINITY MAP Disclaimer: Stantec assumes no responsibility for data supplied in electronic format. The recipient accepts full responsibility for verifying the accuracy and completeness of the data. The recipient releases Stantec, its officers, employees, consultants and agents, from any and all claims arising in any way from the content or provision of the data. V:\1857\Active\185702567\03_data\gis_cad\gis\mxd\property_vicinity_lot46.mxd Revised: 2019-05-09By: lansmith V:\1857\Active\185702567\03_data\gis_cad\gis\mxd\property_features_lot46.mxd Revised: 2019-05-10 By: lansmith Disclaimer: Stantec assumes no responsibility for data supplied in electronic format. The recipient accepts full responsibility for verifying the accuracy and completeness of the data. The recipient releases Stantec, its officers, employees, consultants and agents, from any and all claims arising in any way from the content or provision of the data. the of provision or content the from way any in arising claims all and any from agents, and consultants employees, officers, its Stantec, releases recipient The data. the of completeness and accuracy the verifying for responsibility full accepts recipient The format. inelectronic supplied data for responsibility no assumes Stantec Disclaimer:

Sacramento River I St Bridge St I ¨¦ § Former 5 Jibboom St MGP Water Treatment Plant Water Treatment Northern Shops Central Shops Legend Sacramento Former Drum Storage Drum Former Ditch and Pond Former Shop Battery Former Structure Historic Existing Area Study Basin Detention Stormwater Boundary Property

API Separator API I St I Firing Shed Line Station No. 2 No. Boiler Shop Transfer Turntable Sacramento Railyards Sacramento Table West Erecting Shop Lagoon Machine Shop Planning Mill Planning Car Privvy Blacksmith Shop Shop Car 3 Transfer Table LSA Corner NW East Wheelset Washer Downtown Sacramento Downtown Shop Paint NW- Northwest Gas Plant MGP - Manufacturing Area Study LSA - Lagoon Abbreviations: Service Imagery World ESRI Imagery: 2015 Report, Review Five-Year First ERM, Features, data.saccounty.net Data, Open County Sacremento Parcels, SOURCE: 5th St Corridor

Central

Railyards Blvd Railyards F St F

6th St Lagoon

7th St Car Shop Nine Shop Car 0 1:8,400 (At original document size of 8.5x11) of size document original (At 1:8,400 Feet 350

700 North B St B North Title No. Figure Client/Project Location Project LOT 46 - PROPERTY FEATURES PROPERTY 46 - LOT HOUSING AFFORDABLE RAILYARDS 3 SACRAMENTORAILYARDS CA Sacramento, Technical Review by P Glendening on 2019-05-07 on Glendening P by Review Technical Independent Review by A Lundin on 2019-05-07 on Lundin A by Review Independent 12th St Prepared by L Smith on 2019-05-07 on Smith L by Prepared ( $ ¯ $ RAILYARDS AFFORDABLE HOUSING

APPENDICES

Project No.: 185702567

RAILYARDS AFFORDABLE HOUSING

Appendix A Photographs of the Property and Vicinity May 14, 2019

Appendix A Photographs of the Property and Vicinity

Project No.: 185702567 A.1

Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #1 View of the Property, looking north-northeast.

Photo #2 View of the northern portion of the Property, looking north-northeast.

Page 1 of 8 Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #3 View of the Property, looking south.

Photo #4 View of the southern portion of the Property, looking west.

Page 2 of 8 Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #5 View of typical groundwater monitoring wells.

Photo #6 View of a typical storm drain located within the Property boundary.

Page 3 of 8 Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #7 View of a pay station associated with the parking lot.

Photo #8 View of the western portion of the Property, looking northwest.

Page 4 of 8 Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #9 View of the western portion of the Property, looking north.

Photo #10 View of the western portion of the Property, looking north-northeast.

Page 5 of 8 Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #11 View of litter observed on the northern portion of the Property.

Photo #12 North – Undeveloped land.

Page 6 of 8 Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #13 East – Law Offices (700 E Street).

Photo #14 South – Public parking lot (SacPark Lot 297).

Page 7 of 8 Photographs of the Property and Vicinity Site Name: Railyards Affordable Housing, Sacramento, CA Photographer: Audrey Lundin, Stantec Date: May 7, 2019

Photo #15 West – Railroad tracks.

Photo #16 West – Undeveloped land and railroad tracks.

Page 8 of 8 RAILYARDS AFFORDABLE HOUSING

Appendix B Stantec Resumes May 14, 2019

Appendix B STANTEC RESUMES

Project No.: 185702567 B.1

Audrey Lundin CAC Senior Associate

Audrey has more than 14 years of extensive and successful experience in environmental assessment and management of hazardous materials on projects pertaining to real estate due diligence and industrial hygiene. In her role as a division manager of environmental services, Audrey provided technical support and quality assurance for projects throughout the western United States and Hawaii. Audrey most recently specialized in environmental protection at a landfill and resource recovery facility and is passionate when it comes to protecting human health and the environment. She has experience in coordinating all aspects of projects including scope of work development, execution of field activities, as well as coordination with outside consultants, subcontractors, and vendors. Additionally, Audrey has training from the Solid Waste Association of North America (SWANA) and in Hazardous Waste Operations and Emergency Response (HAZWOPER).

EDUCATION Facility Assessments including Asbestos and B.S., Environmental Science, University of Mold Evaluations, Indoor Air Quality California, Berkeley, Berkeley, CA, 2004 Facility Assessments including Asbestos Assessments, Microbial Evaluations, and Indoor CERTIFICATIONS & TRAINING Air Quality*, Predominantly Northern California Certified Asbestos Consultant #09-4483, State of (Hygienist and/or Project Manager) California, Division of Occupational Safety and Audrey performed and managed asbestos Health, Sacramento, CA, 2009 assessments, microbial evaluations, and indoor air quality investigations at an array of facilities. Certified Technical Associate of Landfill Investigations included visual inspections, Operations, Solid Waste Association of North collection of bulk and air samples, collection of America, Silver Spring, Maryland, 2018 indoor air quality measurements, interpretation of findings and analytical results, report preparation, PROJECT EXPERIENCE and site-specific remediation strategies. She also Asbestos, Lead Based Paint, and Hazardous provided oversight of abatement subcontractor Material Management safety and work practices. Asbestos Surveys and Hazardous Material Management, Various Locations, California (Senior Associate) Audrey performed pre-renovation/demolition surveys for asbestos in addition to quantification of universal wastes (polychlorinated biphenyls [PCB]s, mercury-containing equipment, refrigerants, etc.) that would require special handling.

* denotes projects completed with other firms Audrey Lundin CAC Senior Associate

Environmental Site Assessments Phase I, II, III Arden WWTP Surplus Project, Sacramento, Phase I Environmental Site Assessments*, California (Senior Associate) Predominantly Northern California (Project Performed a Phase I ESA of the decommissioned Manager) wastewater treatment plant in Sacramento. Audrey served as a Project Manager on numerous Historical drawings and diagrams were used to Phase I Environmental Assessments, and related evaluate the unique facility that was services, for sites predominantly located in decommissioned circa 1978. Northern California. She managed individual project and due diligence portfolios, in compliance with ASTM standards and client-specific project scopes, in support of real estate transactions. Audrey recruited and mentored staff scientists to become proficient report writers and excel independently. She ensured that environmental assessments prepared by her division were consistently produced with a high level of accuracy and promptly delivered to clients. Audrey was additionally involved with a real estate networking organization that enabled her connect with business partners and engage with commercial real estate leaders.

Confidential Healthcare Provider, Milpitas, California (Senior Associate) Conducted a Phase I ESA and limited hazardous materials survey for the property. Based on findings of the Phase I ESA, a drinking water assessment was recommended and performed. Lead believed to be sourced from corrosion of local plumbing was detected in samples collected from the property. The installation of water filtration devices was recommended to remove lead and improve drinking water quality.

* denotes projects completed with other firms Neil Doran PG Senior Geologist

Neil has 17 years of experience as an environmental professional. His expertise includes site investigation design and implementation, geologic and hydrogeologic characterization, remediation planning and implementation, vapor intrusion evaluation, human health risk assessment and management, environmental compliance monitoring for remediation projects, development and implementation of in-situ bioremediation programs, and due diligence property evaluations. He is experienced in coordinating all aspects of project delivery including scope development, execution of field activities, coordination with outside consultants and subcontractors, and project close-out. Neil has successfully managed environmental investigation projects for large utility providers, major technology companies, and land developers, with an emphasis on collaborative relationships with regulatory and public stakeholders to ensure achievement of project objectives.

EDUCATION BS, Geology, San Francisco State University, San Francisco, California, 1998

REGISTRATIONS Professional Geologist #8503, State of California

* denotes projects completed with other firms Neil Doran PG Senior Geologist

PROJECT EXPERIENCE Regional Utility Provider Service Center, San Environmental Site Assessments Francisco, California (Project Manager) Regional Utility Provider Service Centers, Davis Neil managed environmental characterization and and Emeryville, California (Project Manager) subsequent remedial excavation of a parking lot Neil managed tiered, iterative environmental associated with a major regional utility service investigations at regional service centers operated center. Historical use of the site resulted in by a California gas and electricity provider. His chemical impacts to shallow soil, soil gas, and findings of initial Phase I site assessments were groundwater from trichloroethene (TCE) and used to guide subsequent investigations of soil, related compounds. Neil successfully negotiated groundwater, and soil gas conditions at the sites. risk-based cleanup goals protective of unrestricted Key project milestones included identification of future site use, and achieved the goals by historical sources of chemical impacts, delineation removing impacted soils. Logistical issues of chemical constituents in various media, included management of truck traffic through a assessment of potential risk to site occupants, and busy mixed-use neighborhood, and addressing the investigation and dismissal of site features concerns of adjacent neighbors regarding the identified in the Phase I as potential sources of possible migration of fugitive dust and vapors contamination. Investigative techniques frequently during the excavation. Neil worked with the utility’s utilized high-resolution and rapid acquisition stakeholder engagement team to meet and techniques such as cone penetrometer testing collaborate with residents and come up with a (CPT), membrane interface probe (MIP), and soil mutually-acceptable solution. Stantec devised a gas assessment using an onsite mobile laboratory. dust and vapor mitigation system consisting of Use of these techniques frequently result in sealing off the balconies of adjacent residential significant cost savings due to compression of the properties and providing positive-pressure investigation timeframe. Work was performed systems to prevent ingress of dust or vapors under voluntary cleanup agreements with state during the work. This mitigation step was regulatory agencies. Site data were used to completed over a weekend without negatively construct a detailed human health and ecological impacting the project timeline. Post-remediation risk evaluation to focus future characterization and sampling indicated remedial objective were potential remediation activities, with the ultimate achieved, and the site was granted regulatory goal of site certification and closure. Over the 8- case closure by the San Francisco Bay Regional year course of the project, Neil emphasized Water Quality Control Board. working closely with regulatory agencies to facilitate collaborative decision-making and minimize document review cycles, resulting in shorter duration between project milestones and cost savings for the client.

* denotes projects completed with other firms Neil Doran PG Senior Geologist

Regional Utility Provider Shell Pond Remediation Regional Utility Provider Former Manufactured Project, Bay Point, California (Project Manager) Gas Plant, Lodi, California (Project Manager) Neil managed the design and implementation of a Neil managed investigation and remedial action site remediation plan for a solid waste handling planning for a former manufactured gas plant unit at the Shell Pond Site in Bay Point, California. operated by a major California natural gas and The materials handling area (MHA) was a 7-acre electric utility. The project team collected data to lined containment unit designed to accept evaluate concentrations of site-related compounds saturated waste materials from an adjacent in soil, soil gas, and groundwater beneath the site industrial wastewater pond, and to allow and adjacent properties, and developed risk-based dewatering of the waste prior to offsite disposal. cleanup goals for the various media. Findings Neil’s team designed a waste removal and were presented in a combined human health risk demolition plan to remove 7,000 cubic yards of assessment/feasibility study/removal action work materials impacted by metals and polycyclic plan (HHRA/FS/RAW). Stantec performed a short- aromatic hydrocarbons (PAHs), followed by re- term soil vapor extraction (SVE) test to evaluate grading and clean closure of the waste the efficacy of using SVE to remediate the source management unit. Stantec prepared and executed area. Based on results, the HHRA/FS/RAW detailed plans for controlling nuisance odors and recommended using SVE as an interim remedial fugitive dust during waste removal and grading method prior to wholesale excavation of the site, in activities, and implemented biological order to mitigate exposure of nearby receptors to management practices to avoid adverse effects on volatile compounds contained in the source area. listed plant and wildlife species. The project was Following public review of the draft completed under oversight of the California HHRA/FS/RAW, the final document was accepted Department of Toxic Substances Control, and Neil by the California Department of Toxic Substances interacted closely with regulatory and community Control. stakeholders during completion of the work. Following completion of site activities, the former waste handling area was re-seeded with native grass and certified as closed by the California Department of Toxic Substances Control. Stantec added value to the project by identifying an alternative onsite water source for the client to use for odor management on an adjacent solid waste unit, and installed a production well and conveyance system to deliver the water on an as- needed basis.

* denotes projects completed with other firms Neil Doran PG Senior Geologist

Regional Utility Provider Substation, Fresno, Regional Utility Provider Service Yard, French California (Project Manager) Camp, California (Project Manager) Neil managed the assessment and remediation at Neil managed investigation and remediation of a a former utility provider substation in Fresno, construction yard operated by a major California California. Historical investigations indicated natural gas and electricity utility. Stantec chemical impacts to shallow soils from metals, completed a series of investigations to petroleum hydrocarbons, PCBs, and polyaromatic characterize soil and groundwater impacts hydrocarbons. Investigation and remediation associated with historical above-ground fuel tanks, activities were completed under a voluntary including evaluating potential exposure of adjacent cleanup agreement with the California Department residents to volatile vapors originating from the of Toxic Substances Control, with the ultimate goal historical release. Stantec remediated the site by of certifying the site for unrestricted use. Stantec excavating impacted soils above groundwater, and completed a Preliminary Endangerment the site was subsequently granted regulatory case Assessment that included a human health risk closure by the California Regional Water Quality assessment and site-specific cleanup goals for Control Board. constituents of concern. Following DTSC approval, Stantec prepared a Removal Action Work Plan recommending site-wide excavation of soils to approximately 1.5 feet. The DTSC approved the cleanup goals and the remedial approach, and excavation was completed in June 2009. During the remediation phase, Neil worked closely with PG&E and the DTSC as dynamic field conditions arose which required variations from the proposed scope of work. This relationship, consisting of daily site visits from DTSC staff and frequent discussion of field conditions and analytical data, was crucial in ensuring ultimate regulatory approval of the remediation and certification of the site for unrestricted use.

* denotes projects completed with other firms Neil Doran PG Senior Geologist

Former Litton Electron Devices Facility, San Major Technology Client, Santa Rosa, California Carlos, California (Project Manager) (Project Manager) Neil has managed an ongoing investigation and Neil managed post-treatment groundwater remediation program at a Northrop Grumman monitoring and reporting at a legacy technology legacy site in San Carlos, California. Historical client chlorinated solvent site. Project milestones operations resulted in chemical impacts to shallow included successful negotiation of reduced groundwater from chlorinated solvents, primarily groundwater monitoring, use of passive sampling trichloroethene (TCE) and related compounds. technology, and use of high-resolution CPT and Neil’s team has completed several rounds of site MIP technologies to evaluate potential historical investigation intended to evaluate potential source areas. Neil’s team designed and ecological risk due to discharge of groundwater to implemented a pilot-scale in-situ bioremediation an adjacent surface water body, and to evaluate program, which was subsequently expanded to potential human health concerns associated with several portions of the site. In situ bioremediation vapor intrusion. Neil designed and implemented has successfully reduced concentrations of an enhanced in situ bioremediation pilot study, chlorinated compounds in groundwater, allowing which successfully reduced concentrations of the site to be closed with an environmental chlorinated solvents in groundwater. The program covenant (in process). was expanded, and has successfully remediated groundwater within the treatment cell to Southgate Norge Dry Cleaner Site, Sacramento, unrestricted levels. As part of the closure strategy California (Project Manager) negotiated with the regulating agency (san Neil managed operation and maintenance of a Francisco Regional Water Quality Control Board), groundwater extraction and treatment system Stantec expedited completion of a data gap associated with a former dry cleaner, and directed investigation using membrane interface probe additional source-area investigation and (MIP) to evaluate potential historical source areas. hydrogeologic modeling in support of remedial A portion of the site has received ‘no further system optimization. Stantec used membrane action’ designation, and Stantec completed a final interface probe (MIP) to evaluate potential deep round of offsite groundwater assessment which is vadose-zone source areas in the vicinity of wells anticipated to result in regulatory case closure. with fluctuating concentrations of chlorinated solvents, and used hydrogeologic modeling to evaluate plume behavior under various pumping regimes. The findings of the investigation and modeling confirmed that sustained treatment of groundwater was the preferred remedy for control and degradation of the groundwater plume.

* denotes projects completed with other firms Neil Doran PG Senior Geologist

Varian Medical Systems, Palo Alto, California Environmental Site Remediation (Task Manager) Mangan Gun Range, Sacramento, California Neil oversaw implementation of in-situ chemical (Project Manager) oxidation to reduce concentrations of chlorinated Neil managed investigation and delineation of lead solvents in multiple groundwater aquifers beneath dust originating from an indoor gun range in a former manufacturing facility. His project role Sacramento, California. Initial work consisted of consisted of permitting and managing the delivery, defining the lateral extent of lead dust in soil and storage, preparation, and injection of sodium hardscape materials surrounding the gun range permanganate (oxidizing agent). Post-treatment building, and designing and implementing a monitoring data reveal that the primary source remediation plan to remove concentrations of lead area was treated with no chemical concentration above California risk-based screening levels. rebound observed approximately 18 months Remediation was conducted using air monitoring following treatment, and that no material and engineering controls to eliminate migration of expansion of the plumes has occurred. Stantec fugitive dust into the adjacent residential subsequently designed and implemented an neighborhood. Neil’s team used predictive enhanced in situ bioremediation program using atmospheric modeling to estimate the extent of carbon substrate and dechlorinating bacteria to lead dust emissions from the building, and promote anaerobic degradation of organic designed a sampling plan for the residential compounds in groundwater. Following successful neighborhood using multi-increment sampling to completion of the pilot study, the program was estimate the mean lead concentrations in surface expanded to include the historical source area, soils at each property. Iterative discrete sampling and has been successful in realizing significant was used to formulate cleanup plans with the concentration reductions in groundwater. remedial objectives based on statistical evaluation of post-remediation lead concentrations in soil.

* denotes projects completed with other firms Neil Doran PG Senior Geologist

Brownfield Remediation and Redevelopment Major Technology Client, Boise, Idaho (Project Sacramento Railyards Project, Sacramento, Manager) California (Task Manager) Neil led an investigation of a 220-acre electronics Neil was a key member of the Stantec team manufacturing facility in support of property performing environmental characterization and transfer. Pre-investigation activities consisted of subsequent soil removal on an 18-acre property in detailed review of historical documents, interviews the Sacramento Railyard brownfield with key personnel, and inspection of the site to redevelopment site. Site investigation activities identify and rank potential historical chemical consisted of characterization of soil and release areas. The comprehensive investigation groundwater chemical conditions attributed to consisted of indoor air sampling, evaluation of historical site operations; characterization of soil shallow soil conditions in suspected release areas, vapor conditions and assessment of potential and installation and sampling of groundwater human health risk under proposed re-use of the monitoring wells. The investigation was completed site as a hospital; and targeted removal of on an expedited basis to provide baseline impacted soils. Work was performed with conditions pertinent to the sale of the property. oversight from the Department of Toxic Substances Control and the California Regional Restoration, Remediation and Redevelopment Water Quality Control Board, and completion of Alameda 2 Redevelopment, Alameda, California the project benefitted from significant stakeholder (Project Manager) involvement with regulatory and municipal entities. Neil managed site investigation and remediation activities at a residential redevelopment site in Site Research and Investigation Alameda, California. The project objective was City of Sacramento Historical Landfill, obtaining unrestricted site use status for a former Sacramento, California (Project Manager) warehouse and manufacturing facility. Neil managed initial characterization of a 6-acre Investigation activities consisted of defining the historical landfill in Sacramento, California. lateral and vertical extent of chlorinated solvents in Investigative methods consisted of exploratory soil and soil gas; establishing cleanup objectives trenching to define the lateral and vertical extent of protective of residential site use, including landfill waste; chemical characterization of waste potential vapor intrusion exposure; and completing and underlying native material; and installation of soil remediation to achieve those objectives. The landfill gas monitoring wells to evaluate the work was performed under a Voluntary Cleanup presence of methane and volatile organic Agreement with the California Department of Toxic compounds. Neil’s team developed a 10% design Substances Control, and Neil worked closely with package for landfill closure including evaluation of the DTSC to complete a Preliminary stormwater management, mitigation methods for Endangerment Report justifying unrestricted site endangered plant species, methane collection use. The PEA was approved, allowing site methods, and mass grading design. redevelopment to move forward.

* denotes projects completed with other firms Neil Doran PG Senior Geologist

The Vale Project, Sunnyvale, California (Project Manager) Neil managed environmental activities related to residential redevelopment of an active Superfund site in Sunnyvale, California. On behalf of Stantec’s client, Neil’s team decommissioned and replaced the existing groundwater extraction and treatment system in coordination with redevelopment plans; oversaw removal and onsite burial of pesticide-impacted soils; remediated a former retail gasoline station for reuse as a public park; and developed a vapor management plan to allow future owners and occupants with a resource for understanding risks associated with potential intrusion of volatile vapors from underlying groundwater. Stantec designed a vapor mitigation plan to confirm the effectiveness of sub-slab vapor barriers installed beneath future buildings, and will carry out sub-slab vapor sampling during several phases of construction.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

Elias is a leading brownfeld development strategist and practitioner with several landmark projects completed in his more than 30 years of experience. He has a strong understanding of the complexities involved in transforming blighted properties into their best and highest uses. As leader of Stantec’s Brownfeld Sector in North America, Elias is serving private developers, public entities, and Fortune-100 industrial corporations. He has led numerous complex redevelopment projects, including the largest brownfield infill site in the US, the Sacramento Rail Yard. He is an experienced remediation and infrastructure program manager and an accomplished surface water and groundwater modeler. He has completed many hydrologic studies in California’s Central Valley and for various infill urban developments to design and control subsurface conditions. Elias is an expert in risk-based remediation approaches and regulatory negotiations to achieve developable land under challenging contamination conditions. He is a frequent speaker at redevelopment conferences and asset disposition strategy training meetings for Oil & Gas and Power & Energy companies.

EDUCATION 2014 International Partnering Institute, Partnered MS, Civil Engineering (Water Resources Project of the Year, Honorable Mention, emphasis, transferred to additional post graduate Sacramento Railyards Track Relocation Project studies), University of California, Davis, Davis, California, 1988 2014 ASCE, Sacramento Section, Urban and Land Development Project of the Year, Railyards BS, Hydraulics of Water Systems, University of Blvd. California, Davis, Davis, California, 1986 2013 APWA Project of the Year, Railyards Track CERTIFICATIONS & TRAINING Relocation ($50 MM - $100 MM) HAZWOPER, 40-Hour with annual 8-Hour Refresher, California, 2017 2012 ASCE, Sacramento Section, 5th Street Overhead REGISTRATIONS Envision™ Sustainability Professional (ENV SP), 2012 ASCE, Sacramento Section, Bridge Large Institute for Sustainable Infrastructure Project of the Year, 6th Street Overhead MEMBERSHIPS Full Member, Redevelopment and Reuse Council (RRC), Urban Land Institute

Member, American Geophysical Union

Member, National Groundwater Association

AWARDS 2015 Project of the Year, American Public Works Association (APWA), 5th Street Road/Viaduct; 6th Street Road & Railyards Blvd. ($10 MM - $50MM)

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

PROJECT EXPERIENCE Union Pacific and Amtrak Mainline Track Brownfield Remediation and Redevelopment Relocation, Sacramento, California (Project Republic FC MLS Stadium, Downtown Director) Sacramento, California Elias directed an extensive soil removal and Elias is leading a team of civil, geotechnical, and groundwater plume control program under the environmental scientists and engineers to support oversight of California State environmental the design and construction of an MLS Soccer regulators for the City of Sacramento. The project Stadium on a 13-acre brownfield property. He is entailed the management of nearly 500,000 cubic tasked with coordinating challenging yards of impacted soils, removal of underground environmental, design and constructability efforts storage tanks, disposal of industrial rail waste, with the architect and contractor teams to secure control of groundwater and vapor plumes, regulatory approvals and a feasible and relocation and installation of vapor and constructible stadium. Additionally, Elias provided groundwater wells, relocation and design of entitlement and stakeholder coordination support. delivery systems, and design of vapor and The project broke ground in August of 2017. groundwater intrusion mitigation. As a Federal and State funded project, all design and construction Union Square Development, Somerville, parameters had to meet strict Public Utilities Massachusetts Commission requirements, as well as railroad, Leading the brownfields aspects of this mixed-use Amtrak, City, and various federal and state development within regional proximity to Harvard regulations. University and MIT, Elias is directing an environmental redevelopment program for seven Sacramento Valley Station, Sacramento, urban commercial and industrial blocks where a California variety of land uses and historic contaminants are Supporting this historic and award-winning present. Redevelopment activities include development, Elias conducted and supervised the integrating planning, engineering, and architecture performance of Phase I, Phase II, cleanup, with regulatory environmental requirements to abatement, and soil and groundwater determine an optimal development option and management for the City of Sacramento, approach. The program includes multi-parcel California. The completed work supported the first acquisition, State and federal regulatory and second phases of the station expansion and negotiations, implementation of Federal cleanup development, considered the 7th busiest in the grants, and conformity of land use and zoning to US. regulatory approvals.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

Redevelopment of Former Atlas Manufacturing El Monte Triangle Brownfield*, Sacramento, Facility, Richmond, California California (Project Manager) Elias is leading a team of geotechnical and Elias assisted in devising a risk-based cleanup environmental engineers and scientists to help approach to mitigating vapor and dissolved phase design and construct a 700,000-square-foot single contamination in multiple sites in a blighted region commercial building on a 43-acre brownfield site in north Sacramento, California. The approach at the coast of the City of Richmond, California. entailed significant analysis of vapor and soluble His efforts include regulatory coordination, soil, contaminant fate and transport and the vapor, and groundwater management during implementation of innovative cleanup construction, vapor barrier design and methodologies; institutional and engineering construction, and geotechnical oversight in measures to secure the potential for mixed use coordination with environmental requirements. The developments. In addition to various private project is on a fast track schedule, requiring strong entities, the project involved collaboration between stakeholder coordination with the design team. the Sacramento Housing and Redevelopment Agency, the City of Sacramento, and the Central P.H. Glatfelter Paper Mill Brownfield Renewal, Valley Regional Water Quality Control Board. Neenah, Wisconsin

Open Hearth Park (Former Sydney Tar Ponds Site), Sydney, Nova Scotia

Rail Yard Blvd., 5th & 6th Streets and Bridges*, Sacramento, California Under the oversight of California EPA (Department of Toxic Substances Control), Elias prepared and implemented plans for soil removal, groundwater plume control, numerous tank removals, hazardous waste removal, and significant asbestos abatement. The work was completed for the City of Sacramento. The project required value engineering, unique design and constructability approaches to allow for construction in impacted areas.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

Downtown Sacramento Railyards*, Sacramento, Brownfields California (Director of Land Redevelopment) Kent Highlands Landfill Redevelopment, Kent, As Director of Land Redevelopment at the Washington Sacramento Railyards for seven years, Elias has Elias provided strategic direction and support for been involved in all aspects of funding, planning, the preparation of a redevelopment study for a and development at this national iconic project. former municipal landfill in the City of Kent, Leading multiple teams, Elias has been directly Washington. The evaluation was funded by a responsible for overseeing the delivery of various USEPA Brownfields Community-Wide complex construction projects funded by Federal, Assessment grant to inventory, prioritize, assess State and local sources at approximately $300 and plan the cleanup/reuse of a larger focus area million. Elias played a pivotal role in securing that included 43 parcels. In implementing this public grants funds from the Federal Stimulus effort, Elias helped lead community charrettes, packages, California 1B and 1C Bonds, evaluate regulatory constraints, assess properties CALReUSE, Local measures, and various and prepare a redevelopment study. The outcome agencies. He has negotiated and helped establish of the study presented a transformation potential requirements spanning planning and design from a landfill to a mixed use development that guidelines, tentative map conditions, mitigation transforms and celebrates the area’s open space, management requirements, environmental, enhances property value, and adds vibrancy design, construction and closeout of various components. projects, including the relocation of freight and passenger tracks, the construction of several Transit Oriented Brownfields Corridor Evaluation*, bridges and tunnels, roads, and high capacity Stratford, Conneticut deep utilities. Elias participated in the development Elias supervised the evaluation of a brownfield of environmental documents on State and Federal corridor to be included in a master-planned transit levels, providing him with a unique understanding oriented area wide development. The evaluation of the complex regulatory framework stipulated for included ranking properties in terms of impacts, the Railyards and similar Brownfields. He has led use and potential for redevelopment value and the regulatory negotiations with the State readiness. Department of Toxic Substances Control, the Central Valley Regional Water Quality Control Board, and the Sacramento Area Air Quality Management District. Elias negotiated the remediation scope for the various projects, including the multifaceted environmental insurance cost-cap coverage that exceeds $100M in value.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

Restoration, Remediation and Redevelopment Redevelopment of the Landmark Wax Museum at Remediation of Leaking Fuel Tanks*, Multiple Pier 39*, San Francisco, California (Project Sites: San Francisco, Oakland, San Mateo, Manager) Pacifica, Sacramento, Napa, San Jose, Fremont, An innovative method of bank excavation, shoring, South San Francisco, California and prevention of impacted groundwater intrusion Elias performed remediation at numerous leaking allowed rapid excavation of impacted soils, fuel tank sites, including tank removals, soil disposal and construction activities. Given that the remediation, groundwater assessment and project is located immediately on the San remediation, and implementation of institutional Francisco Bay, unique dewatering methodology and engineering controls. Remediation included was designed and implemented to control tidal air sparging, soil vapor extraction, groundwater impact, and bay water intrusion. The design extraction and treatment, chemical fixation, and included a complex array of hydraulic barriers, hydrologic controls. Elias led regulatory sheet piles, and extraction dewatering wells. negotiations to achieve closure, and coordinated stakeholder interaction. In many cases, a risk- Redevelopment of Former Dow Corning Roofing based approach was utilized to achieve expedited Shingles Facility*, San Leandro, California (Project project completion. Manager) Elias developed a technologically innovative Schlage Lock Facility Decommissioning*, South remediation approach that coupled groundwater San Francisco, California protection with construction and commercial Elias supervised a technical team that successfully worker protection. The result was significant cost decommissioned an operational facility, including reduction and high efficiency by securing the the removal of numerous above-ground and below simultaneous implementation of cleanup and ground vessels and underground storage tanks, grading plans. dip tanks, conveyance lines, free product recovery, and removal of heavily impacted Former Battery Manufacturing Facility*, San equipment. Contaminants included aggressive Francisco, California (Project Manager) acids, solvents, heavy metals and petroleum A risk-based corrective action approach was hydrocarbon instituted at this former battery manufacturing facility. All work was conducted in the crawl space of an operational large commercial building. Rather than demolishing the structure or significantly compromising its integrity, a creative approach was designed to implement cleanup measures throughout the subsurface. As a result, the property was developed into a live-work building with minimal cost.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

Las Bougainvilleas Affordable Housing*, Oakland, Soil and Groundwater Remediation Systems California (Project Manager) First California Containment Zone*, Napa, Following a recommendation by others for California (Project Director) significant intrusive and disruptive cleanup Elias directed remediation of a soil and measures at an affordable housing project, Elias groundwater chlorinated solvent plume at the first led the completion of a site-specific vapor analysis non-attainment containment zone designation in and risk evaluation that presented an alternative the State of California. Rather than disposing of mitigation approach that was approved by State thousands of cubic yards of solvent-affected soils oversight agencies. As a result, the award-winning as hazardous waste, Elias designed and secured community development project went forward approval for creative alternatives and cost- without delays or significant additional costs. effective methods for on-site treatment and re-use Contaminants included various chlorinated and implemented a creative capture, containment, solvents and petroleum hydrocarbon volatile and groundwater remediation strategy that allowed compounds. for optimum site closure and certification, saving several millions and more than 30% of project Mixed-Use value. Fruitvale Transit Village*, Oakland, California (Project Manager) Former F.C.L.L Property, Albertson’s Food Store*, Elias managed and executed complex front-end Napa, California (Project Manager) environmental tasks that were required for the Elias directed the remediation program of a soil development of the Fruitvale Transit Village in the and groundwater chlorinated solvent plume at a City of Oakland, considered as one of the most Brownfield project in the City of Napa, California. unique mixed-use developments in the nation and Instead of disposing of nearly 10,000 tons of is nationally recognized as a leading smart-growth solvent-affected soils at as California regulated initiative. Project implementation required a land hazardous waste and RCRA waste, as swap that included a Union Pacific railroad recommended by others, also causing import of section, transformation of a Bay Area Rapid off-site soil to achieve desired grading, Elias Transit District (BART) parking area into mixed designed and secured approval for an alternative use, the re-design of several City infrastructure method to maintain all soil on-site while also features and the realignment of roads. The project capturing groundwater plume. As a result, this entailed the combined collaborative efforts of the project received the first containment zone Fruitvale Development Corporation (FDC), BART, designation in the State of California and is Union Pacific, City of Oakland, various state currently utilized as a precedent case. The site is regulatory agencies, and the surrounding currently a major retail shopping center and mixed community as the primary stakeholders. use commercial and residential development. Cleanup was less than 30 percent of the projected cost of the more traditional method of off-site disposal, estimated at several millions.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

Soil and Water Quality Assessments Sports & Recreation Infrastructure Various Residential and Mixed-Use Towers*, San NBA Golden One Center, Sacramento, California Francisco, California (Project Manager) Facing unexpected severe challenges while under Elias managed soil and groundwater impacts of construction, the City and Kings Project Team numerous infill redevelopment mixed-use and brought in Elias in an expedited manner to lead residential projects in the San Francisco Bay Area. the implementation of a comprehensive His responsibilities included stakeholder environmental and dewatering program in support coordination, regulatory negotiations, Phase I and of the construction of the signature $560MM NBA Phase II assessments, soil removal, foundation Kings arena. The time-sensitive support for this construction support, and health and safety first ever LEED-Platinum arena included oversight. The characterization, soil transport and challenging multi-agency coordination, expeditious disposal approaches depended on the accurate permitting including NPDES discharge of up to 4 evaluation and stratification of soil conditions as a million gallons per day of metals and VOC-treated result of implementing a cost-saving extracted groundwater to construct an event floor comprehensive profile sampling protocol. several feet below the water table. Elias led the design, construction, and regulatory aspects associated with controlling subsurface conditions, and coordinated with owners, architects, contractors, and geotechnical and structural engineers, to achieve a stable deep foundation and allow construction to proceed unhindered despite very challenging conditions. This signature project was completed on-time and is currently operational. The arena is celebrated as the most advanced in the world.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

Groundwater and Geochemical Modeling Regulatory Advice and Consultation Numerical Surface and Groundwater Modeling*, First AB 440 (Gatto Act) Site in the State of San Joaquin River, California California, California (Technical Consultant) Elias modeled surface and groundwater Elias is serving as technical consultant to Fortune- relationship of 60-mile reach of the San Joaquin 100 Oil & Gas Corporation in addressing imminent River using a hybrid deterministic numerical domain efforts by a public jurisdiction for a approach that combined analytical solutions with property within a redevelopment corridor finite deference discretization. Elias wrote the historically impacted with LNAPL and DNAPL source code, performed all runs, calibrated and contaminants with sever odorous impacts. Elias’ verified the model against known condition. Elias responsibilities include evaluating significant performed an intensive evaluation of soil contamination impacts on public health and the conditions, including review of hundreds of borings selection of appropriate remedy that supports logs and wells installation details to estimate approved land uses. Challenges include hydraulic conductivity and other similar soil coordination and conflict resolution with parameters within the model domain. The model stakeholders and public agencies. was incorporated into a larger State of California Water Resources Control Board model that was PUBLICATIONS used to various contaminants loading in various in progress, Rashmawi, E. R.. Modeling irrigation and drainage districts throughout Groundwater-Sacramento River Impact and California’s Central Valley. Control for Deep Foundation Support in Downtown Sacramento, California, 2017. Numerical Surface and Groundwater Modeling*, Kesterson Reservoir, California Brownfields Seminar Training Series (2013-2016). Elias prepared original source code to model Stantec Consulting Services Inc., 2013. contaminant fate and transport of evaporation ponds under saturated and unsaturated conditions to predict and evaluate the behavior of selenium Presentation: Roadmap to Coal-Fired Power Plant and groundwater conditions in preparation for Transformation. Power-Gen, International, ponds closures. Orlando, Florida, 2014.

Numerical Surface and Groundwater Modeling*, Various Presentations on Land Redevelopment, Central Valley, California Remediation and Infrastructure. The Sacramento Elias performed modeling of contaminant, surface Railyards (2007-2010), 2010. water, and groundwater fate and transport of various Central valley irrigation and drainage Empowering RM’s Strategy: Quantifying Cost, components, including Mud and Salt Sloughs, Risk, Liability & Value - A Streamlined Approach to Grasslands District, and lower San Joaquin River Bridging the Gap between Remediation & riparian users. Maximum Value. British Petroleum, On-Line Training, 2015.

* denotes projects completed with other firms Elias A. Rashmawi ENV SP Managing Senior Principal, Urban & Brownfield Development

The Asset Transformation Program: Reducing Kratzer, C. R., Pickett, P. J., Rashmawi, E. A., Risk & Optimizing Value. Fossil Fuel Plant Cross, C. L., and Bergeron, K. D., An input-output Retirement Conference, EUCI, Atlanta, Georgia, model of the San Joaquin River from Lander 2014. Avenue to Vernalis. California State Water Resources Control Board, 1987. Plant Decommissioning Workshop - A Training Session for Power Utilities. Electric Power Rashmawi, E. A. and M. E. Grismer, Groundwater Research Institute, Cedar Rapids, Iowa, 2014. flows to the San Joaquin River. Cal. Agriculture 41(5-6):18-19, 1987. Presentation: US EPA Grants for Assessment and Redevelopment. Fresno Council of Governments, 2013.

Speaker: Transforming Brownfields into Urban Futures. American Planning Association Conference, 2017.

Speaker: Unique Elements for Brownfield Development: Implementations & Lessons. Washington Brownfields Forum Lunch, 2016.

Grismer, M. E. and E. A. Rashmawi, The Dupuit- Forchhemer approximation and ground water flows to the San Joaquin River. Cal. Ag. 47(1):12- 16, 1993.

Grober L.F., M. L. Kavvas, E.A Rashmawi and M.E. Grismer, Stochastic water quality modeling and numerical groundwater simulation for the lower San Joaquin River Basin. Report to the State Water Resources Control Board., 1992.

Rashmawi, E.A., Grober, L., Grismer, M.E., Kratzer, C.R., Data Refinements and Modeling Results for the Lower San Joaquin River Basin. A Report to The StateWater Resources Control Board from the University of California, Davis, 101 pages., 1989.

* denotes projects completed with other firms