DSHW-2025-000113

From: Jack Funk <[e-mail]>
Date: Mon, Dec 9, 2024 at 2:52 PM
Subject: Re: Woodbine Industries LLC Environmental Covenant
To: Jasin Olsen <[e-mail]>
Cc: Austin, Amy B <[e-mail]>, [e-mail] <[e-mail]>, Paige Walton
<[e-mail]>, Brenden Catt <[e-mail]>
Hi Jasin, apologies for the delay, please see attached for a few suggested edits. Thanks!
Best,
Jack
On Mon, Nov 25, 2024 at 9:29 AM Jasin Olsen <[e-mail]> wrote:
Hi Jack,
I'm just following up on this EC request for the property at 545 West 700 South in Salt Lake.  Have you had a chance to review that?
Thanks,
Jasin
On Thu, Sep 5, 2024 at 11:41 AM Jasin Olsen <[e-mail]> wrote:
Hi Jack,
I think it might be easier to just send you the marked up version and let you address it as needed.  Once you get a final version you can submit that back to us and we can move
forward.
Thanks,
Jasin
On Thu, Sep 5, 2024 at 11:26 AM Jasin Olsen <[e-mail]> wrote:
Hi Jack,
I believe that we would be interested in proceeding without the subordination.  We have an EC with some markup from our AG's office that I can get to you to review.  Can you
confirm the address that the recorded EC should be sent to?  Right now it is listed as:
Woodbine Industries, LLC
205 Hudson Street, 7th Floor
New York, New York 10013
We have a different address that is listed as 9945 E Powder Ridge Drive, Sand, Utah 84092.
Can you tell me the correct address?
Thanks,
Jasin
On Wed, Sep 4, 2024 at 4:29 PM Jack Funk <[e-mail]> wrote:
Hi Jasin, apologies for the delay, we would certainly be interested in proceeding without subordination if possible. Is that a requirement that
the DWMRC would waive? Thanks!
Best,
1/7/25, 3:42 PM Fwd: Woodbine Industries LLC Environmental Covenant - [e-mail] - State of Utah Mail
https://mail.google.com/mail/u/0/?tab=rm&ogbl#inbox/FMfcgzQZSZFVRWcBXqfsQsDbflnXPRXs 1/2
Jack
On Thu, Aug 8, 2024 at 4:04 PM Jasin Olsen <[e-mail]> wrote:
Hello,
We would like to see if there is interest in continuing with the environmental covenant process without the subordination process.  The site management plan has already
completed a 30-day public comment period and is ready for approval.  If you would like to continue with the environmental covenant, please let us know.
Thanks, 
Jasin
--

Jasin Olsen
Environmental Scientist | Corrective Action
Division of Waste Management and Radiation Control

Office: [phone]| Front Desk: [phone]
wasteandradiation.utah.gov

Emails to and from this email address may be considered public records and thus subject to
Utah GRAMA requirements.
Statements made in this email do not constitute the official position of the Director of the
Division of Waste Management and Radiation Control. If you desire a statement of the
Division Director’s position, please submit a written request to the Director, including copies
of documents relevant to your request.
1/7/25, 3:42 PM Fwd: Woodbine Industries LLC Environmental Covenant - [e-mail] - State of Utah Mail
https://mail.google.com/mail/u/0/?tab=rm&ogbl#inbox/FMfcgzQZSZFVRWcBXqfsQsDbflnXPRXs 2/2
Environmental Covenant
Woodbine Property
Page 1
When Recorded Return To:
Woodbine Industries, LLC
205 Hudson Street, 7th Floor
New York, New York 10013
To be recorded with County
Recorder – Utah Code Ann § 57-25-108
With Copy To:
Douglas J. Hansen, Director
Utah Division of Waste Management and Radiation Control
P.O. Box 144880
Salt Lake City, UT 84114-4880
ENVIRONMENTAL COVENANT
1.This Environmental Covenant is made pursuant to the Utah Uniform
Environmental Covenants Act, Utah Code Ann. Section 57-25-101, et seq. (the Act).
Woodbine Industries, LLC, as Owner and Grantor, makes and imposes this
Environmental Covenant upon the Property (defined below) more particularlyas
described in Exhibit A attached hereto (the Property).
2.Notice. Notice is hereby given that the Property is or may be contaminated with
hazardous waste, hazardous constituents, or solid waste, and therefore, this
Environmental Covenant is imposed in an effort to mitigate the risk to human health,
safety, and the environment.
3.Property. This Environmental Covenant concerns an approximately 5.11-acre
tract of real property, tax parcel numbered 15-12-107-001, owned by Woodbine
Industries, LLC, located at 545 West 700 South, in Salt Lake County, Utah, and more
particularly described in Exhibit A attached hereto and hereby incorporated by reference
herein (the “Property”).
4.Environmental Response Project. The Woodbine siteProperty or a portion
thereof was historically previously used as an industrial facility occupied by manyvarious
tenants including machine repair shops, steel forging companies, and other
miscellaneous industrial-type clients from the early -1900s through the present day
approximately February 2024. Multiple environmental investigations performed at the
site documented on-site impacts of several volatile organic compounds (VOCs),
polycyclic aromatic hydrocarbons (PAHs), and metals above United States
Environmental Protection Agency (EPA) Regional Screening Levels (RSLs) in soil and
groundwater at the site. In addition, several chlorinated VOCs were detected in soil
vapor at concentrations exceeding the EPA Residential and/or Commercial Target Sub-
Slab and Near-source Soil Gas Concentration (TSSNSGC) Vapor Intrusion Screening
Levels (VISLs).
A Risk Evaluation was performed to evaluate the risks associated with the contaminants
of potential concern (COPCs) that exist at the site. The Risk Evaluation concluded that
Environmental Covenant
Woodbine Property
Page 1
calculated site risks currently exceed Utah Administrative Code (UAC) R315-101
thresholds for residential use but not for commercial or industrial use. Land use at the site
is currently entirely commercial and industrial. A Site Management Plan has been
developed for the Property and is incorporated herein. The owner is required to comply
with the Site Management Plan in all aspects.
If and whenIf residential development is contemplated at the site, a Corrective Action
Plan (CAP) will be prepared and submitted to DWMRC. This Environmental Covenant
will remain in effect until implementation of the CAP is complete and environmental risks
at the site have been reduced below UAC R315-101 thresholds for residential land use.
5.Administrative Record. The project administrative records are maintained and
managed by the Utah Department of Environmental Quality, Division of Waste
Management and Radiation Control.
6.Grantor. Woodbine Industries, LLC is the Grantor of this Environmental
Covenant. The Grantor of this Environmental Covenant is also an Owner as defined in
Paragraph 7.
7.Owner. An Owner is any person who holds any interest in the Property,
including, without limitation, the owner of the fee simple estate, any assign, successor
in interest, mortgagee, lender, easement holder, lessee, and any other person or entity
who acquires any interest whatsoever in the Property, or any portion thereof, whether or
not any reference to this Environmental Covenant or its provisions are contained in the
deed or other conveyance instrument, or other agreements by which such person or
entity acquires its interest in the Property or any portion thereof. A person who is a
Holder (defined below) under this Environmental Covenant but who holds no other
interest in the Property is not an Owner.
8.Transfer of Obligations. Except as provided in this Environmental Covenant,
when the Owner of the fee simple estate transfers that estate to a Transferee, the
Owner’s obligations under this Environmental Covenant transfer to the Transferee, who
then becomes an Owner. When the Owner of the fee simple estate transfers a lesser
interest, or when an Owner who holds a lesser interest transfers that lesser interest or
any portion thereof, the Owner’s obligations under this Environmental Covenant
continue, and the Transferee acquires the same obligations to the extent of the interest
it acquires. Notwithstanding the foregoing, nothing herein shall relieve an Owner of an
interest in the Property of its responsibilities to comply with the terms hereof and all
other provisions of applicable law or of responsibility for its failure to comply during the
time it held an interest in the Property.
9.Transferee. The A “Transferee” is a person or entity to whom an Owner
transfers the Owner’s obligations under this Environmental Covenant. A Transferee is
any assign, successor in interest, including without limitation a future owner of an
interest in fee simple, mortgagee, lender, easement holder, lessee, and any other
person or entity who acquires any interest whatsoever in the Property, or any portion
thereof, whether or not any reference to this Environmental Covenant or its provisions
are contained in the deed or other conveyance instrument, or other agreements by which
such person or entity acquires its interest in the Property or any portion thereof. When a
transfer occurs, the Transferee becomes an Owner.
Environmental Covenant
Woodbine Property
Page 1
10.Should residential use be authorized under this Environmental Covenant, the
definitions of “Owner” and “Transferee” do not include a residential tenant.
11.Holder. Woodbine Industries, LLC is the “Holder” of this Environmental Covenant.
12.Rights and Obligations of Holder. The Holder may enforce this Environmental
Covenant against future Owners. The Holder’s obligations hereunder are limited to the
specific provisions and the limited purposes described in this Environmental Covenant.
Subject to the provisions hereof, tThe Holder’s rights and obligations survive the
transfer of the Property.
13.Agency. The Utah Department of Environmental Quality (UDEQ) is the Agency
(as defined in the Act) under this Environmental Covenant. The UDEQ may enforce this
Environmental Covenant. TOther than as may be required by applicable governmental
law or regulation, the UDEQ assumes no affirmative duties through the execution of this
Environmental Covenant. The Director of the Division of Waste Management and
Radiation Control is the UDEQ representative for this Environmental Covenant.
14.Activity and Use Limitations. As part of the environmental response project
described above, Grantor hereby imposes the following activity and use
limitations on the Property:
A.Disturbance Limitations. Any disturbance of impacted subsurface soils,
significant and permanent asphalt/concrete cover removal, excavation, or demolition is
strictly prohibited, without UDEQ written approval. If additional construction or
demolition is planned, Owner shall notify the Director in order to promptly re-evaluate
and discuss mitigation and assess risks to human health with UDEQ, in , unless done
in accordance with the Site Management Plan.
B.Land Use Limitations. Residential uses are prohibited until a DWMRC-
approved Corrective Action Plan is prepared, submitted to DWMRC, approved, and
performed, and DWMRC approves a written request for a change in allowable land
use, which approval shall not be unreasonably withheld, delayed, or conditioned.
C.Ground Water Limitations. In order to prevent exposure to contaminated
groundwater, extraction or use of ground water, except for investigation or remediation
thereof, is prohibited.
15.Notice of Breach. If any event or action by or on behalf of a person or entity who
holds an interest in or holds an encumbrance on the Property constitutes a breach of
the activity and use limitations, the Owner shall notify the Director within 30 days of
becoming aware of the event or action, and shall remedy the breach of the activity and
use limitations within 60 days of becoming aware of the event or action, or such other
time frame as may be agreed to by the Owner and Director in light of the
circumstances and in light of the time reasonably necessary to cure said breach.
16.Running with the Land. This Environmental Covenant shall be binding upon the
Owner and all assigns and successors in interest, including any Transferee, and shall
17.
Environmental Covenant
Woodbine Property
Page 1
run with the land, pursuant to Utah Code Ann. § 57-25-105, subject to amendment or
termination as set forth herein.
18.Compliance Enforcement. Compliance with this Environmental Covenant may
be enforced pursuant to Utah Code Ann. § 57-25-111. Failure to timely enforce
compliance with this Environmental Covenant or the activity and use limitations
contained herein by any party shall not bar subsequent enforcement by such party and
shall not be deemed a waiver of the party’s right to take action to enforce correction of
any non-compliance. Nothing in this Environmental Covenant shall restrict the Director
from exercising any authority under applicable law.
19.Rights of Access. Grantor hereby grants to the UDEQ and all Holders the right of
access to the Property for necessary response actions, inspections, and implementation
or enforcement of this Environmental Covenant.
20.Compliance Reporting. Upon request from the Director, Owner or any
Transferee shall submit to the Director written documentation verifying that the activity
and use limitations remain in place and are being complied with. If such limitations do
not remain in place, are not being complied with, or both, the Owner or any Transferee
shall explain the circumstances.
21.Notice upon Conveyance. Owner shall notify the Agency and Holder within 20
days after each transfer of ownership of all or any portion of the Property. Owner’s
notice to the Agency and Holder shall include the name, address, and telephone
number of the Transferee;, a copy of the deed or other documentation evidencing the
conveyance;, and an un-surveyed plat that shows the boundaries of the property being
transferred. Instruments that convey any interest in the Property (fee, leasehold,
easement, encumbrance, etc.) shall include a notification to the person or entity who
acquires the interest that the Property is subject to this Environmental Covenant and
shall identify the date, entry no., book, and page number at which this document is
recorded in the records of the Salt Lake County Recorder, in the State of Utah. Failure
to provide notification shall have no effect upon the enforceability and duty to comply
with this Environmental Covenant.
22.Representations and Warranties. Grantor hereby represents and warrants to
the other signatories hereto:
A.that the Grantor is the sole current fee simple owner of the Property;
B.that the Grantor holds fee simple title to the Property which is
free, clear and unencumbered, subject however to all
matters of record including that certain; Alternative language:
that there is a Deed of Trust between the Grantor and First
Utah Bank and the Grantor’s interest is subject to First Utah
Bank’s interest OR that the Grantor holds fee simple title to
the Property which is free, clear, and unencumbered, except
as identified in Exhibit __, attached hereto.
C.that the Grantor has the power and authority to enter into this
Environmental Covenant, to grant the rights and interests herein
provided, and to carry out all obligations hereunder;
Environmental Covenant
Woodbine Property
Page 1
D.that the Grantor has identified all other persons who own an interest in or
hold an encumbrance on the Property and notified such persons of the
Owner’s intention to enter into this Environmental Covenant;
E.that this Environmental Covenant will not materially violate or contravene
or constitute a material default under any other agreement, document, or
instrument to which Grantor is a party or by which Grantor may be bound
or affected.
23.Amendment or Termination. This Environmental Covenant may be amended or
terminated pursuant to the Act. Except as set forth herein, Grantor and Holder waive
any and all rights to consent or notice of amendment concerning any parcel of the
Property to which Grantor or Holder has no fee simple interest at the time of
amendment or termination. Nothing in this Environmental Covenant shall be interpreted
to mean that the Director waives the right to consent to or notice of amendment or
termination of this Environmental Covenant.
24.Effective Date, Severability, and Governing Law. The effective date of this
Environmental Covenant shall be the date upon which the fully executed Environmental
Covenant has been recorded as a document of record for the Property with the Salt
Lake County Recorder. If any provision of this Environmental Covenant is found to be
unenforceable in any respect, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired. This Environmental Covenant
shall be governed by and interpreted in accordance with the laws of the State of Utah.
25.Recordation and Distribution of Environmental Covenant. Within 30 days after
the date of the final required signature upon this Environmental Covenant, Owner shall
file this Environmental Covenant for recording, in the same manner as a deed to the
Property, with the Salt Lake County Recorder’s Office. The Owner shall distribute a file-
and date-stamped copy of the recorded Environmental Covenant to: the Director and
the City of Salt Lake.
26.Notice. Unless otherwise notified in writing by or on behalf of the current owner
or the Director, any document or communication required by this Environmental
Covenant shall be submitted to:
If to the Director:
Douglas J. Hansen, Director
Utah Division of Waste Management and Radiation Control
P.O. Box 144880
Salt Lake City, Utah 84114-4880
If to Woodbine Industries, LLC:
Woodbine Industries, LLC
205 Hudson Street, 7th Floor
New York, New York 10013
Environmental Covenant
Woodbine Property
Page 1
27.Governmental Immunity. In approving this covenant, the Agency does not waive
governmental immunity afforded by law. The Grantor, Owner, and Holder, for
themselves and their successors, assigns, and Transferees, hereby fully and
irrevocably release and covenant not to sue the State of Utah, its agencies, successors,
departments, agents, and employees (State) from any and all claims, damages, or
causes of action arising from, or on account of, the activities carried out pursuant to this
Environmental Covenant except for an action to amend or terminate the Environmental
Covenant pursuant to Sections 57-25-109 and 57-25-110 of the Utah Code Ann. or for a
claim against the State arising directly or indirectly from or out of actions of employees
of the State that would result in (i) liability to the State of Utah under Section 63G-7-301
of the Governmental Immunity Act of Utah, Utah Code Ann. Section 63G-7-101, et seq.
or (ii) individual liability for actions not covered by the Governmental Immunity Act as
indicated in Sections 63G-7-202 and 63G-7-902 of the Governmental Immunity Act, as
determined in a court of law.
28.Payment of Agency’s Costs. Consistent with the Act and other applicable law,
the Owner, if invoiced, shall reimburse the UDEQUDEQ for the UDEQ’s commercially
reasonable costs related to this Environmental Covenant. The invoice may be based
on actual costs incurred by the Agency, or on the fee schedule approved by the
legislature, or both as applicable.
29.The undersigned representative of Grantor represents and certifies that the
signatory signing on its behalf is duly they arehe is authorized to execute this
Environmental Covenant on its behalf.
Woodbine Industries LLC,
a Utah Llimited Lliability CCcompany
as Grantor, Owner, and Holder
Maximilian Coreth, Presidentits Manager Date
State of )
)ss:
County of )
Before me, a notary public, in and for said county and state, personally appeared
Maximilian Coreth, athe duly authorized representativeManager of Woodbine Industries
LLC, who acknowledged to me that he did execute the foregoing instrument on behalf of
Woodbine Industries, LLC. IN TESTIMONY WHEREOF, I have subscribed my name and
affixed my official seal this day of 20 .
Notary Public
Environmental Covenant
Woodbine Property
Page 1
Utah Department of Environmental Quality
Division of Waste Management and Radiation Control
_____________________________________ ______________________
Douglas J. Hansen, Director Date
State of )
)ss:
County of )
Before me, a notary public, in and for said county and state, personally appeared
Douglas J. Hansen, a duly authorized representative
Of the Utah Department of Environmental Quality, who acknowledged to
me that they he did execute the foregoing instrument on behalf of the Utah
Department of Environmental Quality.IN TESTIMONY WHEREOF, I have subscribed
my name and affixed my official seal this day of 20 .
Notary Public
Environmental Covenant
Woodbine Property
Page 1
UTAH DEPARTMENT OF ENVIRONMENTAL QUALITY
On behalf of the Utah Department of Environmental Quality, the Director of the
Division of Waste Management and Radiation Control approves the foregoing
Environmental Covenant pursuant to Utah Code Ann. Sections 57-25-102(2) and 57-25-
104(1)(e).
Douglas J. Hansen, Director
Division of Waste Management and Radiation
Control
Date
State of Utah )
)ss:
County of Salt Lake )
Before me, a notary public, in and for said county and state, personally appeared Ty L.
Howard, Director of the Utah Division of Waste Management and Radiation Control,
who acknowledged to me that he did execute the foregoing instrument.
IN TESTIMONY WHEREOF, I have subscribed my name and affixed my official
seal this day of , 20 .
Notary Public
Environmental Covenant
Woodbine Property
Page 1
EXHIBIT A
W 1/2 OF BLK 10 PLAT A SLC SUR & COM 1 RD E FR NE COR LOT 6 SD BLK 10 S
0^01' E 231.4 FT N 89^57'26" E 20 FT N 0^01' W 231.4 FT S 89^57'26" W 20 FT M OR
L TO BEG 5505-2429 6008-2935 6051-2956 6350-0527 07435-0192
THE WEST 1/2 OF BLOCK 10, PLAT "A", SALT LAKE CITY SURVEY, ACCORDING
TO THE OFFICIAL PLAT THEREOF ON FILE AND OF RECORD IN THE SALT LAKE
COUNTY RECORDER'S OFFICE.
ALSO:
BEGINNING AT A POINT 16.5 FEET EAST OF THE NORTHEAST CORNER OF LOT
6, SAID BLOCK 10; PLAT "A", SALT LAKE CITY SURVEY; AND RUNNING THENCE
SOUTH 0°01' EAST 231.4 FEET; THENCE NORTH 89°57'26" EAST 20 FEET;
THENCE NORTH 0°01' WEST 231.4 FEET; THENCE SOUTH 89°57'26" WEST 20
FEET, MORE OR LESS, TO THE POINT OF BEGINNING.