DERR-2025-003772

DEPARTMENT OF ENVIRONMENTAL QUALITY

VOLUNTARY CLEANUP AGREEMENT

I. INTRODUCTION

A. This Agreement is entered into voluntarily by WP West Acquisitions, L.L.C.
(Applicant) and the Executive Director of the Utah Department of Environmental Quality
(DEQ). This Agreement is not and shall not be construed as an admission of any liability under
the Utah Solid and Hazardous Waste Act or any other law or as a waiver of any defense to such
liability. No approval hereunder or receipt of funds hereby shall be taken as a warranty as to
sufficiency or efficacy of the response action. The purpose of this Agreement is to detail the
obligations and functions of each party, related to the voluntary cleanup process at the Site as
defined in Section IV. The Site name is Alta Gateway II. The Site address is 565 West 100
South, Salt Lake City, Utah 84101. The Site Voluntary Cleanup Program (VCP) number is
#C107. The Site legal description submitted by the Applicant is attached and incorporated
herein as Exhibit “A”.

B. The activities conducted by the Applicant under this Agreement are subject to
approval by the DEQ. The activities by the Applicant shall be consistent with this Agreement,
all applicable laws and regulations and any appropriate guidance documents. The Applicant
shall employ sound scientific, engineering and construction practices.

II. STATEMENT OF ELIGIBILITY

A. The Executive Director has determined that the application submitted by the
Applicant is complete and that the Applicant is eligible to participate in the VCP established
under Title 19, Chapter 8 of the Utah Code. If the Executive Director determines that the
Applicant withheld or misrepresented information that would be relevant to the Applicant’s
eligibility, the Executive Director may exercise the right to withdraw from this Agreement.

III. PARTIES BOUND

A. This Agreement shall apply to and be binding upon the Applicant, its officers,
directors, principals, employees, receivers, trustees, agents, successors, subsidiaries, and assigns
and upon the DEQ, its employees, agents and successors. The signatories to this Agreement
certify that they are fully authorized to execute and legally bind the parties they represent. No
change in ownership, corporate, or partnership status of the Applicant shall in any way alter its
status or responsibilities under this Agreement unless the Applicant or the DEQ withdraws from
this Agreement.

B. The Applicant shall provide a copy of this Agreement to any subsequent owners
or successors and shall provide written notice to the DEQ before ownership rights are transferred
during the term of this Agreement. The notice of transfer shall include the name, address and
telephone number of the purchaser and the anticipated date of the transfer. The notice of transfer
does not constitute a notice of termination unless the intent to terminate is expressly stated. The
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Applicant shall provide a copy of this Agreement to all contractors, subcontractors, laboratories,
and consultants which are retained to conduct any work performed under this Agreement, within
fourteen (14) days after the effective date of this Agreement or within 14 days of the date of
retaining their services.

C. This Agreement may be assigned to subsequent owners with the discretionary
consent of the Executive Director.

IV. DEFINITIONS/GLOSSARY

“Applicant” means WP West Acquisitions, L.L.C.

“RAP” means Remedial Action Plan.

“Site” means the area described in the VCP application, or as may be amended through
amendment to this Agreement. Site does not include contamination related to potential releases
from regulated underground storage tanks, particularly those related to Facility ID 4001801.

“SMP” means Site Management Plan.

“VCP” means Voluntary Cleanup Program.

“DEQ” means Utah Department of Environmental Quality.

V. ADDRESSES FOR ALL CORRESPONDENCE

A. Documents, including workplans, reports, approvals, notifications, disapprovals,
and other correspondence to be submitted under this Agreement, may be sent by facsimile,
certified mail, return receipt requested, hand delivery, overnight mail or by courier service to the
following addresses or to such addresses as the Applicant or the DEQ may designate in writing.

B. Documents to be submitted to the DEQ should be sent to:

Department Representative:

Joseph Katz, Project Manager
Division of Environmental Response and Remediation
195 North 1950 West
Salt Lake City, Utah 84116
Phone Number: (801) 536-4104
Facsimile Number: (801) 359-8853
E-mail Address: [e-mail]

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C. Documents to be submitted to the Applicant should be sent to:

Applicant Representative:

Marcus Robinson
Wood Partners
532 East 770 North
Orem, Utah 84097
Phone Number: (801) 369-5662
E-mail Address: [e-mail]

VI. COMPLIANCE WITH APPLICABLE LAWS

A. All work undertaken by the Applicant pursuant to this Agreement shall be
performed in compliance with all applicable federal, state and local laws, ordinances and
regulations, including, but not limited to, all applicable Occupational Safety and Health
Administration, Department of Transportation, and Utah groundwater laws and regulations, and
the Resource Conservation and Recovery Act and implementing regulations. In the event of a
conflict in the application of federal, state, or local laws, ordinances and regulations, the
Applicant shall comply with the more/most stringent of such laws, ordinances, or regulations,
unless provided otherwise in writing by the DEQ. Federal requirements shall be followed if they
are the more/most stringent. However, as provided in Utah Code Ann. Section 19-8-114, a state
or local environmental permit shall not be required, although the Applicant must coordinate with
ongoing federal and state hazardous waste programs and must comply with the substantive
requirements of an otherwise required state permit. Where it is determined that a permit is
required under federal law, the Applicant shall submit timely and complete applications and take
all other actions necessary to obtain all such permits or approvals. The Applicant shall be
responsible for obtaining all federal permits required under federal law, including but not limited
to permits required under programs delegated to the State, which are necessary for the
performance of any work hereunder.

VII. APPLICABLE STATUTES AND RULES

A. With the exception of the permit requirements identified in paragraph VI.A above,
the VCP rules and the rules promulgated pursuant to the statutes identified in Exhibit “B” are
specifically designated as being directly applicable for the Site and must be followed. Other
statutes and rules may subsequently be designated as applicable by the DEQ to the extent that
conditions discovered at the Site would be governed by such other rules.

VIII. SUBMITTALS AND SCHEDULES

A. The Applicant shall submit a quarterly status report, which details activities
completed for the previous quarter and those planned for the upcoming quarter. The Applicant’s
representative and the DEQ’s representative shall communicate and provide each other with
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frequent status updates via telephone, written correspondence, e-mail and/or other accepted
means such that the parties are aware of the current project status and dates for pertinent
activities/milestones, including specific deliverables, field activities and review/project
schedules.

B. The schedule for submittals and reviews shall be as follows (NOTE: The time
frames and process specified below may be modified or adjusted to meet the objectives of the
project with the DEQ’s approval).

Within 45 days of receipt of the DEQ’s Environmental Assessment review comments, the
Applicant shall address the comments and submit to the DEQ a final Environmental Assessment
along with a proposed Site Characterization Workplan and schedule for the characterization of
the Site and the subsequent delineation of the nature and extent of contamination.

Within 45 days after receipt of the proposed Site Characterization Workplan, the DEQ will
approve the proposed Site Characterization Workplan in writing or provide the Applicant with
comments requesting any further information that may be required to complete the Site
Characterization Workplan. The parties will work to finalize the Site Characterization Workplan.
The approved Site Characterization Workplan should be implemented as soon as possible after
the DEQ acceptance of the Site Characterization Workplan.

In accordance with the project schedule, the Applicant shall submit a Site Characterization
Report detailing the results of investigation activities conducted in conjunction with the approved
workplan. The Site Characterization Report shall document the investigation activities and
include, at a minimum, recommendations for further characterization, remedial action(s) with
monitoring or no further action based upon the results of the characterization.

The DEQ shall review the Site Characterization Report, agree or disagree with the Applicant’s
recommendation(s) and provide the Applicant with comments regarding the Site
Characterization Report. The parties shall work to finalize the Site Characterization Report
should changes be necessary. The Applicant may need to submit multiple Site Characterization
Workplans and Site Characterization Reports to document the site characterization activities and
delineation of the nature/extent of contamination.

If the site characterization demonstrates that contaminants have been released on and potentially
migrated off-site above Screening Levels or other published standards, the Applicant shall
adequately delineate the extent of contamination for the purposes of evaluating the risk,
managing the on-site and off-site contaminant impact and potentially remediating the impact.
The delineation shall be completed in conjunction with the site characterization activities and
documented in the Site Characterization Report.

Upon successful completion of the characterization, the parties shall determine if further
action(s), including remediation and/or on-going monitoring is necessary for the land use
specified in this Agreement and any off-site contaminant impact/migration. If further action(s) is
warranted, the Applicant shall submit a Remedial Action Plan (RAP) proposing activities to
address the contamination and all known areas contributing to the contamination. The decision
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to remediate and monitor the Site will be evaluated in part based on the risk, the extent of
contamination, the contaminants of concern and the Applicant’s future land use. At a minimum,
the RAP shall propose a remedy to address the areas of concern, achieve site-specific cleanup
goals, document the remediation objectives and make provisions for public comment on the
remedy. The Applicant can choose to conduct a site-specific risk assessment or cleanup to
generic screening criteria. Risk-based cleanups are acceptable under the VCP and cleanups are
tied to land use and address all exposure pathways. The RAP should be implemented as soon as
possible after a public comment period and public comments, if any, have been addressed and
the DEQ accepts the document.

Upon completion of the remedial action(s), the Applicant shall submit a Final Report/Remedial
Action Report documenting, among other items, that the RAP was implemented as proposed and
that the site-specific cleanup goals have been achieved, the areas of concern have been addressed
and the terms of this Agreement have been successfully completed. The DEQ shall work with
the Applicant to finalize the Final Report/Remedial Action Report. The Applicant may need to
submit multiple RAPs and Final Report/Remedial Action Reports to document the completion of
the cleanup.

It is acceptable to conduct the site-specific risk assessment and cleanup in a phased approach
under the VCP. The objectives of the phased approach should meet the criteria specified in this
Agreement. If additional phases are necessary in order to characterize, remediate and document
the remediation of the Site and any contaminants that may have been released on and potentially
migrated off-site, the Applicant shall submit an additional workplan(s) and schedule(s) to
adequately address the contamination for the purposes of completing the voluntary cleanup of
the Site. A report(s) shall be submitted after the implementation of each workplan(s)
documenting the results of the field activities. The review of the workplan(s) and report(s) shall
be conducted as described above and the DEQ will review and approve all proposed workplans
and reports in writing or provide the Applicant with comments requesting further information
that may be necessary to complete the documents.

If residual soil and/or groundwater contamination remains at the Site and/or the neighboring
property(s) after completion of the Applicant’s site characterization and remedial action, the
Applicant shall submit a Site Management Plan (SMP) detailing how the remaining
contamination will be managed. Among other items, the SMP should include provisions for risk
management, for groundwater monitoring, if necessary, for the continued evaluation of the
effectiveness of the remedy and any institutional controls and for the development of a
Contingency Plan in the event that the proposed remedy is not effective and further corrective
actions are necessary to address the contamination. The SMP should also include provisions for
continued Site access to monitor compliance with the terms of the document and to reimburse
the DEQ for oversight costs incurred during the review of pertinent information related to the
implementation of the SMP.

The accepted workplan(s), schedule(s) and report(s) as outlined above shall be incorporated as
part of this Agreement as set forth herein and shall document the work that the Applicant is
proposing in order to characterize, remediate and manage residual contamination at the Site in
accordance with the land use established in this Agreement. The DEQ will collect split and
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oversight samples during the terms of this Agreement to evaluate the Applicant’s sampling
protocol and to confirm the data reported during the site characterization, remediation and site
management phases of the project. The Applicant will be required to pay the oversight costs,
among other costs detailed in Section XIII, associated with the sampling, processing, and
laboratory analysis.

If one or more of the site characterization activities, requirements and/or deliverables described
above have been completed prior to the Applicant’s application to the VCP and entry into this
Agreement or are not relevant to the project, the parties may proceed to the next general phase of
the project with concurrence from the DEQ.

Upon successful completion of the voluntary cleanup of the Site, the Applicant will be issued a
Certificate of Completion (COC).

C. The Applicant’s proposed future land use is described fully below:

The future land use of the Site is expected to consist of residential multi-family apartments with
landscaping, common areas, and on-site parking. The Site will be characterized and cleaned up
to be protective of the future land use and the Certificate of Completion will reflect the final land
use and exposure scenario for the Site. An amendment to this Agreement is not required to
reflect the final land use and exposure scenario.

Residential Land Use:

The residential exposure scenario as described in the Risk Assessment Guidance for Superfund,
Volume I, Human Health Evaluation, Parts A and B shall be applicable. The residential exposure
scenario is defined as exposure of adults to incidental ingestion, inhalation, and dermal contact to
hazardous constituents for a duration of 30 years at a frequency of 350 days a year.

For the entire site, groundwater will not be accessed via wells, pits or sump for drinking water,
bathing and/or irrigation purposes. If residual soil or groundwater contamination remains at the
Site or on neighboring properties as a result of a release from the subject property, the Certificate
of Completion shall require the Applicant to implement and maintain the appropriate monitoring,
institutional control and risk management requirements outlined in the SMP. At a minimum, this
includes an Environmental Covenant and a figure showing the location of any remaining
contamination on the Site. A contingency plan will be incorporated into the SMP to ensure that
the integrity of the remedy will be maintained upon the completion of remedial activities. The
contingency plan will also address any future anticipated impact(s) to the Site and potential
failures of the remedy.

IX.DESIGNATED PROJECT MANAGER

A. On or before the effective date of this Agreement, the DEQ and the Applicant
shall each designate a project manager. Each project manager shall be responsible for overseeing
the implementation of this Agreement. The DEQ project manager will be the DEQ designated
representative for the Site. To the maximum extent possible, communications between the
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Applicant and the DEQ and all documents (including reports, approvals, and other
correspondence) concerning the activities performed pursuant to the terms and conditions of this
Agreement shall be directed through the project managers. During implementation of this
Agreement, the project managers shall, whenever possible, operate by consensus and shall
attempt in good faith to resolve disputes informally through discussion of the issues. Each party
has the right to change its respective project manager by notifying the other party in writing
within five (5) days of the change.

X. ACCESS

A. To the extent that the Site or other areas where work is to be performed hereunder
is presently owned or controlled by parties other than those bound by this Agreement, the
Applicant shall obtain, or shall use its best efforts to obtain, access agreements from the present
owners. Best efforts shall include at a minimum, a certified letter from Applicant to the present
owner of such property requesting access agreements to permit the Applicant, the DEQ and their
authorized representative’s access to such property. Any such access agreements shall be
incorporated by reference into this Agreement. Such agreements shall provide access for the
DEQ and authorized representatives of the DEQ, as specified below. In the event that such
access agreements are not obtained, the Applicant shall so notify the DEQ, which may then, at its
discretion, assist the Applicant in gaining access.

B. The Applicant grants authorized representatives of the DEQ irrevocable access to
the Site and other areas where work is to be performed during the period this Agreement is in
effect. The DEQ shall provide the Applicant a list of its authorized representatives. The
Applicant shall also permit the DEQ’s authorized representatives to inspect and copy all records,
files, photographs, documents, and other writings, including all sampling and monitoring data,
which pertain to the subject matter of this Agreement and over which the Applicant exercises
control. All persons with access to the Site pursuant to this Agreement shall comply with
submitted health and safety plans. The DEQ does not approve health and safety plans.

XI. DISPUTE RESOLUTION

A. This section (Dispute Resolution) shall apply to any dispute arising under any
section of this Agreement, unless specifically excepted. It should be noted, that the Executive
Director or the Applicant may terminate this Agreement as provided for in Section 19-8-109
Utah Code Ann.

B. The parties shall use their best effort to, in good faith, resolve all disputes or
differences of opinion informally. If, however, disputes arise concerning this Agreement which
the parties are unable to resolve informally, the complaining party may present written notice of
such dispute to the other party and set forth specific points of dispute and the position of the
complaining party. This written notice shall be submitted no later than five (5) calendar days
after the complaining party discovers the project managers are unable to resolve the dispute. The
complaining party’s project manager shall notify the other party’s project manager immediately
by phone or other appropriate methods of communication prior to written notice, when he/she
believes the parties are unable to resolve a dispute.
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C. Within ten (10) days of receipt of such a written notice, the party who received
the written notice shall provide a written response to the complaining party setting forth its
position and the basis therefore. During the five (5) calendar days following the receipt of the
response, the parties shall attempt to negotiate in good faith a resolution of their differences. If
during this negotiation period, the party who received the notice of dispute concurs with the
position of the complaining party, the party who received the notice of dispute shall notify the
complaining party in writing and this Agreement shall be modified to include any necessary
extensions of time or variances of work.

D. Following the expiration of the previously described time periods, if no resolution
of the disputed issue(s) has been reached, the party who received the written notice of dispute or
a designee, shall make a written determination regarding the dispute, based upon and consistent
with the terms of this Agreement, and shall provide such written determination to the other party.

E. At this juncture, if dispute resolution fails, and either or both parties exercise their
right to withdraw from this Agreement by giving 15 days advance written notice to the other,
only those costs incurred or obligated by the DEQ before notice of termination of the Agreement
are recoverable under this Agreement.

XII. COVENANT NOT TO SUE AND RESERVATION OF RIGHTS

A. During the term of this Agreement, the DEQ will not bring an action against
Applicant for any violations of statutes or regulations for the specific violations or releases that
are being remediated by this Agreement or for costs or injunctive relief relating to the
contamination addressed by this Agreement, unless the Applicant withdraws from this
Agreement prior to completion of the cleanup. The applicable statute of limitations shall be
tolled pending completion of the cleanup or termination of this Agreement. A responsible party
who has successfully completed this Agreement shall be given a Certificate of Completion as
provided in Section 19-8-111 of the Utah Code. Non-responsible party Applicants have a release
from liability upon issuance of the Certificate of Completion subject to statutory conditions in
Utah Code Section 19-8-113.

B. The DEQ and the Applicant reserve all rights and defenses they may have
pursuant to any available legal authority unless expressly waived herein.

C. Nothing herein is intended to release, discharge, or in any way affect any claims,
causes of action or demands in law or equity which the parties may have against any person,
firm, partnership or corporation, not a party to this Agreement for any liability it may have
arising out of, or relating in any way to the generation, storage, treatment, handling,
transportation, release or disposal of any materials, hazardous substances, hazardous waste,
contaminants or pollutants at, to or from the Site. The parties to this Agreement expressly
reserve all rights, claims, demands, and causes of action they have against any and all other
persons and entities who are not parties to this Agreement, and as to each other for matters not
covered hereby.

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D. The Applicant reserves the right to seek contribution, indemnity, or any other
available remedy against any person other than the DEQ found to be responsible or liable for
contribution, indemnity or otherwise for any amounts which have been or will be expended by
the Applicant in connection with the Site.

XIII. ADMINISTRATIVE COSTS

A. The Applicant agrees to reimburse the DEQ for all of its costs associated with
implementation of this Agreement in accordance with Utah Code Ann. Section 19-8-108.

B. The DEQ will track all costs to the DEQ for review and oversight activities
related to the Site and provide monthly invoices to the Applicant, per this Agreement for said
costs. If the DEQ costs are less than the application fee set forth in the fee schedule the
remaining balance in the Site account will not be refunded. The Applicant shall pay these
invoiced costs to the DEQ within 30 days after the date the Applicant receives notice that these
costs are due and owing. If payment is not made within thirty days, the DEQ may request that
the attorney general bring action to recover all costs allowed by law.

C. Checks shall be made payable to the Utah Department of Environmental Quality
and be mailed along with a transmittal letter stating the Site name and VCP number identified in
section I.A. Introduction of this Agreement, and addressed to the Utah Department of
Environmental Quality; Attention: Voluntary Cleanup Program, 195 North 1950 West, Salt Lake
City, Utah, 84116.

D. In the event that this Agreement is terminated for any reason, Applicant agrees to
reimburse the DEQ for all costs incurred or obligated by the DEQ before notice of termination of
this Agreement.

XIV. NOTICE OF BANKRUPTCY

A. Upon filing a voluntary bankruptcy petition, the Applicant shall notify the DEQ
of the filing of the petition. In the case of an involuntary bankruptcy petition, the Applicant shall
give notice to the DEQ as soon as it acquires knowledge of such petition.

XV. INDEMNIFICATION

A. The Applicant agrees to indemnify and save and hold the State of Utah, its
agencies, successors, departments, agents, and employees, harmless from any and all claims,
damages, or causes of action arising from, or on account of, the negligent acts or omissions of
the Applicant, its officers, directors, principals, employees, receivers, trustees, agents,
successors, subsidiaries, and assigns in carrying out the activities pursuant to this Agreement.

XVI. EFFECTIVE DATE AND SUBSEQUENT MODIFICATION

A. The effective date of this Agreement shall be the date on which this Agreement is
signed by the Executive Director of the DEQ or his authorized representative.
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B. This Agreement may be amended by mutual agreement of the DEQ and the
Applicant. Amendments shall be in writing and shall be effective when signed by the Executive
Director of the DEQ or his authorized representative.

XVII. TERMINATION AND SATISFACTION

A. The provisions of this Agreement shall be satisfied when the DEQ gives the
Applicant written notice in the form of a Final Certificate of Completion that the Applicant has
demonstrated to the DEQ’s satisfaction that all terms of this Agreement have been completed,
including the selection and implementation of a remedial action, when appropriate.

B. Nothing in this Agreement shall restrict the State of Utah from seeking other
appropriate relief to protect human health or the environment from pollution or contamination at
or from this Site not remediated in accordance with this Agreement.

C. Either party may terminate this Agreement by giving 15 days advance written
notice to the other party. The Applicant shall remain responsible for all costs reasonably
incurred or obligated by DEQ prior to DEQ’s receipt or issuance of the Notice of Termination.

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XVIII. SIGNATURES

APPLICANT:

WP West Acquisitions, L.L.C.

By: _____________________________ Name: _____________________________
(signature of authorized representative) (print or type)

Date: ____________________________ Title: ______________________________

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Development Director
Marcus Robinson
02/04/2021
DEPARTMENT OF ENVIRONMENTAL QUALITY

By: _____________________________ Name: Brent H. Everett
(signature of authorized representative)

Date: ___________________________ Title: Director - Division of Environmental
Response and Remediation …

List of Attachments:

Exhibit A: Site Legal Property Description.
Exhibit B: List of Applicable Statutes and Rules.

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02/08/2021

EXHIBIT A.

ALTA GATEWAY II VCP SITE
LEGAL PROPERTY DESCRIPTION

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Legal Description

Site Address: 565 West 100 South, Salt Lake City, Utah 84101

Legal Description:

LOT 2, McCARTHEY'S SUBDIVISION, ACCORDING TO THE OFFICIAL PLAT
THEREOF, RECORDED JUNE 9, 2015, AS ENTRY NO. 12067482, IN BOOK 2015P OF
PLATS AT PAGE 128 IN THE OFFICE OF THE SALT LAKE COUNTY RECORDER.

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EXHIBIT B.

ALTA GATEWAY II VCP SITE
LIST OF APPLICABLE STATUTES AND RULES

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List of Applicable Statutes and Rules

Utah Code Ann. 19-6-401 et seq. (Underground Storage Tank Act and rules promulgated
thereunder (Utah Admin Code, R311)) and the Corrective Action Cleanup Standards Policy Per
UST and CERCLA Acts, Utah Admin. Code, R311-211.
Utah Code Ann. 19-6-101 et seq. (Solid and Hazardous Waste Act and rules promulgated
thereunder (Utah Admin Code, R315)).
Utah Code Ann. 19-5-101 et seq. (Water Quality Act and rules promulgated thereunder (Utah
Admin Code, R317)).
Utah Code Ann. 19-2-101 et seq. (Air Conservation Act and rules promulgated thereunder (Utah
Admin Code, R307)).
Utah Code Ann. 57-25-101 et seq. (Uniform Environmental Covenants Act).
40 CFR Part 763 subpart E, Asbestos Containing Material.
40 CFR Part 61 subpart FF, Benzene Waste Operations.

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