This Agreement and Covenant Not to Sue is entered into by EPA, the State of Colorado and NDSC, LLC. The Agreement specifically concerns two parcels of land within the Sand Creek Industrial SF Site, located at 52nd and Dahlia Street. The site occupies approximately 550 acres. These two parcels are owned by the Colorado Organic Chemical Co and the Colorado Eastern Railroad Company. NDSC LLC desires to purchase these parcels in order to conduct commercial development.