DERR-2025-008595

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TEMPORARY SITE ACCESS AGREEMENT
THIS TEMPORARY SITE ACCESS AGREEMENT (“Agreement”) is made effective as
of the ______________ day of August 2025 (the “Effective Date”), by and between CPT
SKYLINE, LLC, a Delaware limited liability company (“CPT”), and G.O.K. Properties, LC, a
Utah limited liability company (“GOK”) (collectively, the “Parties” and individually, a “Party”).
A. GOK and SLC Development LP, a Delaware limited partnership (“SLC
Development”) are parties to that certain Access Agreement dated of January 30, 2018 (“Access
Agreement”), wherein GOK granted to SLC Development a non-exclusive license to use the area
at and around the monitoring well known as “MW-1” to conduct groundwater testing at MW-1.
MW-1 is located in the parking lot entrance driveway in the southeasternmost on a portion of
GOK’s real property in Salt Lake County, Utah (the “GOK Parcel”) commonly known as Tax
Serial No. 15-13-152-010.
B. CPT is the successor in interest to SLC Development with respect to certain real
property (the “CPT Parcel”) commonly known as Tax Serial Nos. 15-13-152-011 and 15-13-152-
012, located immediately south of the GOK Parcel.
C. Pursuant to Section 2 of the Access Agreement, CPT desires to amend that certain
Certificate of Completion recorded in the office of the Salt Lake City Recorder on November 6,
2001, as Entry No. 8052888 (the “Certificate of Completion”).
D. In connection with amending the Certificate of Completion, CPT desires to enter
upon a portion of the GOK Parcel (the “License Area”) identified in red on Exhibit A attached
hereto for the limited purpose of plugging and abandoning MW-1.
E. Subject to the terms and conditions set forth herein, GOK is willing to grant CPT a
temporary license to enter the License Area and cooperate with CPT to amend the Certificate of
Completion.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1. Definitions. Unless otherwise indicated in this Agreement, all terms used in this
Agreement will have the definitions assigned to them in the Access Agreement. In the event of
any conflict or inconsistency between the terms of this Agreement and the terms of the Access
Agreement, this Agreement will control. CPT acknowledges and agrees it has no defense, charge,
claim, or offset under the Access Agreement or otherwise against GOK.
2. Reimbursement of Costs. CPT shall reimburse GOK for any and all out of pocket
costs and expenses (including attorney’s fees and costs) incurred by GOK arising out of or relating
to this Agreement (the “Reimbursement Costs”). CPT agrees to pay, within thirty (30) days of
the Effective Date, to GOK the sum of $3,000.00 as an estimate of the Reimbursement Costs that
GOK expects to incur in connection with this Agreement. If the actual costs and expenses incurred
by GOK are greater than the estimated Reimbursement Costs, CPT shall pay GOK the difference
within thirty (30) days of invoice from GOK, up to but not exceeding an additional $3,000.00. If
the actual costs and expenses incurred by GOK are less than the estimated Reimbursement Costs,
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GOK shall retain the difference as consideration for entering into this Agreement. This Section
shall survive the expiration or earlier termination of this Agreement.
3. Site Access.
(a) Subject to the terms and conditions of this Agreement, during the Term
(defined below), CPT and its members, managers, employees, agents, contractors, consultants and
invitees (the “CPT Parties”), will have a non-exclusive revocable license to enter upon the
License Area solely for the following purposes (collectively, the “Site Work”): (i) removing the
well head of MW-1, and (ii) plugging and abandoning MW-1 in compliance with applicable law
and governmental notifications, permits, and approvals. CPT acknowledges and agrees no
improvements will be constructed on the License Area. All Site Work will be at the sole cost and
risk of CPT. CPT covenants and agrees that all soils or other materials brought to the License
Area will be clean, inert and suitable for commercial land development and free from Hazardous
Substances (defined below).
(b) Notwithstanding anything in this Agreement to the contrary, CPT covenants
and agrees that no Site Work will be undertaken on the License Area without CPT making any and
all necessary governmental notifications and obtaining any and all necessary governmental permits
and approvals.
(c) CPT will comply with and will cause its officers, directors, employees,
contractors and agents to comply with all applicable rules, laws, statutes and regulations of all
applicable governmental authorities and will be responsible for making any and all necessary
governmental notifications and obtaining all necessary permits and governmental and third-party
approvals required in connection with plugging and abandoning MW-1 and any activity or work
on the License Area.
(d) CPT will authorize its agent, Anderson Engineering Company Inc., to core
down to the top of the well casing, remove the monument, pump flowable grout into the casing u
until it is full, and patch the surface to match the surrounding area. All such work sh all be done in
compliance with all applicable rules, laws, statutes and regulations of all applicable governmental
authorities.
(e) CPT acknowledges that the GOK Parcel is used for a KIA motor vehicle
dealership and agrees to minimize operational constraints or interference with the KIA operations.
Notwithstanding anything to the contrary in this Agreement, in no event will the Site Work impose
any material operational constraints and/or interference on or to the KIA dealership operations.
(f) GOK agrees to reasonably cooperate with CPT in connection with CPT’s
amendment of the Certificate of Completion without undue cost and expense to GOK. Under no
circumstances will any such amendment of the Certificate of Completion encumber the GOK
Parcel or impose any obligations on GOK.
4. Term. The term of this Agreement will commence upon the Effective Date and
will expire at 5:00 p.m., Mountain Time, on December 1, 2025 (the “Initial Term”), unless
extended or sooner terminated pursuant to the terms of this Agreement. CPT may extend the Initial
Term for one period of ninety (90) days (the “Extension Term”) by delivery of written notice of
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the extension to GOK at least three business days before the expiration of the Initial Term together
with payment in the amount of Ten Thousand and No/100 Dollars ($10,000.00) which payment
will be nonrefundable. The Initial Term and the Extension Term, if exercised, are collectively
referred to as the “Term.” Notwithstanding any provision of this Agreement to the contrary, this
Agreement may be terminated before the Term expires, at GOK’s election, if CPT defaults under
this Agreement. Upon the expiration of the Term or earlier termination of this Agreement, all
obligations, duties and responsibilities of the Parties under this Agreement will be immediately
terminated and of no further force or effort, except with respect to those obligations which, by their
terms, specifically survive any such termination or cancellation.
5. Repair of Damage.
(a) CPT covenants and agrees to take all actions necessary to prevent damage to
the GOK Parcel and any improvements thereon (collectively, the “Existing Facilities”) that could
be impacted by CPT’s activities. CPT will not make or suffer to be made any alterations or additions
to the Existing Facilities, or any part thereof, without the prior written consent of GOK. CPT will,
at its sole cost and expense, promptly repair any damage to the Existing Facilities.
(b) Notwithstanding any provision of this Agreement to the contrary, in the
event any Hazardous Substances are placed on the License Area whether or not caused by an act
or omission of CPT or the CPT Parties, CPT will, at its sole cost and expense, comply with all
Environmental Laws (defined below) to remedy the situation, including, without limitation,
promptly conducting a site assessment, taking immediate action required for containment of the
Hazardous Substances, and preparing and implementing a plan for the clean-up of the Hazardous
Substances (the “Remediation Plan”). GOK may at any time during the Term, inspect for the
existence of Hazardous Substances placed, held, located, released or disposed of by the acts or
omissions of CPT or the CPT Parties. In the event GOK discovers Hazardous Substances placed,
held, located, released or disposed of by the acts or omissions of CPT or the CPT Parties, CPT will
within thirty (30) days of notice, or such sooner period of time as warranted by the circumstances,
prepare and implement the Remediation Plan. Should CPT fail to prepare and implement the
Remediation Plan required under this Subsection, then GOK, at GOK’s option, may perform any
testing, remediation or containment work and all costs and expenses incurred by GOK will be
reimbursed by CPT within fifteen (15) days of receipt of invoice.
(c) This Section will survive the expiration and/or the earlier termination of this
Agreement.
6. Restoration. Within thirty (30) days of the earlier of expiration or termination of
this Agreement, CPT will, at its sole cost and expense, in a good and workmanlike manner: (a)
remove any and all vehicles, machinery, equipment and other personal property from the GOK
Parcel, (b) remove all petroleum products, debris, and other materials from the GOK Parcel, (c)
repair and restore any disturbed or damaged landscaping, curbing and/or other improvements on
the GOK Parcel, and (d) fill, level, grade, stabilize and reseed all excavations and disturbed areas
to GOK’s reasonable satisfaction. This Section will survive the expiration or early termination of
the Agreement.
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7. Termination of Access Agreement. The Access Agreement shall automatically
terminate and be of no further force or effect upon CPT’s fulfillment of its obligations under this
Agreement. Upon GOK’s request, CPT will execute and deliver all further documents to fully
carry out the purposes of this Agreement. This Section will survive the expiration or early
termination of the Agreement.
8. Assumption of Risk. CPT, for itself and the other CPT Parties, hereby assumes all
risk associated with entry on and any use or work undertaken at the License Area or in connection
with this Agreement. CPT, for itself and the CPT Parties, will be entering onto and using the
License Area “AS IS”, “WHERE IS” “WITH ALL FAULTS” in its present condition and state of
repair, without representation or warranty of any kind or nature. GOK provides no representations
or warranties regarding the condition of the License Area, and disclaims any warranties of
merchantability or fitness for any particular purpose. CPT acknowledges and agrees that CPT will
enter upon and use the License Area based upon its own diligence review and not based upon any
statement, representation or warranty of GOK or any agent or representative of GOK. Except to
the extent caused by the willful misconduct or gross negligence of GOK, CPT hereby waives any
and all Claims against and covenants and agrees not to bring any Claims against GOK and/or any
GOK Parties (defined below) related to or arising out of the condition of the License Area
including, without limitation, the existence or movement of any Hazardous Substances
whatsoever, on, at, to, in, above, about, under, or from the License Area. This Section 8 will
survive the expiration and/or the earlier termination of this Agreement.
9. Insurance. During the Term, CPT and its contractors will obtain and maintain not
less than the following coverage and limits of insurance which will be maintained under forms of
policies and from companies satisfactory GOK. The insurance company must have a financial
rating of at least A-VII as defined by A.M. Best Company.
(a) Commercial General Liability insurance covering operations by or on
behalf of CPT, providing insurance for bodily injury liability and property damage liability with a
combined single limit of liability of no less than $2,000,000 per occurrence. The Commercial
General Liability insurance policy should be endorsed to provide coverage for sudden and
accidental pollution events. The policy will protect GOK, its parent, subsidiaries and affiliates and
its and their respective directors, officers, employees and agents from any and all liabilities and
claims for damages for personal injury, bodily injury, including accidental death, and from claims
for property damage that may arise from CPT’s use, occupancy and operations under this
Agreement, whether performed by CPT itself, its contractors, or anyone directly or indirectly
employed by them.
(b) Workers’ Compensation insurance as required by statute and any applicable
law or regulation. Employer’s liability insurance will be provided in amounts not less than: (1)
$1,000,000 each accident for bodily injury by accident, (2) $1,000,000 policy limit for bodily
injury by disease, and (3) $1,000,000 each employee for bodily injury by disease.
(c) Automobile liability insurance, including coverage for all owned, hired and
non-owned automobiles. The limits of liability will be not less than $1,000,000 each accident for
bodily injury, including death, and $1,000,000 each occurrence for property damage, including
damage for sudden and accidental pollution.
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(d) Certificates of Insurance, as evidence of the insurance required by this
Agreement, including the applicable endorsements, will be furnished by CPT to GOK before
entering upon the License Area. CPT will obtain the following coverage endorsements for each
category of required insurance, except in the case of workers’ compensation and employers’
liability: (A) an endorsement including GOK and its directors, officers, employees, agents,
contractors, subcontractors, advisors, consultants or representatives as additional insured; (B) an
endorsement including a cross liability clause, noting that each of the parties comprising the
insureds will be considered a separate entity, the insurance applies as if a separate policy has been
issued to each party, and no “insured-versus-insured” exclusion exists in the policy; (C) an
endorsement waiving all express or implied rights of subrogation against GOK and its directors,
officers, employees, agents, contractors, subcontractors, advisors, consultants or representatives;
and (D) an endorsement providing primary, non-contributory coverage in favor of GOK. Any
deductible or self-insured retention under any insurance policy will be satisfied by CPT. The
certificates of insurance will provide that there will be no cancellation or reduction of coverage
without thirty (30) days’ prior written notice to GOK.
10. Indemnity .
(a) CPT will indemnify, defend and hold harmless GOK and the GOK Parties
from any and all claims, counterclaims, causes of action, suits or damages (including, without
limitation, all foreseeable and unforeseeable consequential damages, injunction, and other relief),
fines, judgments, penalties, costs and fees (including attorney’s fees and costs), liabilities, losses,
or expenses (“Claims”) for any loss, damage, liability or injury to any person or property, or in
any way related to or associated with the CPT Parties’ entry on or use of the License Area
including, without limitation, Claims arising out of Hazardous Substances except for claims or
damages caused by the gross negligence of GOK.
(b) The term “Hazardous Substances” shall mean and be interpreted broadly
to include any material or substance that is defined, regulated or classified under applicable federal,
state, and local laws, orders, rules, regulations, and requirements of every duly constituted
government authority, agency, or instrumentally, now existing or hereafter promulgated that relate
in each case to the protection of the environment (“Environmental Laws”), including without
limitation, as: (i) a “hazardous substance” pursuant to section 101 of the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601(14), section 311 of
the Federal Water Pollution Control Act, 33 U.S.C. § 1321, as now or hereafter amended; (ii) a
“hazardous waste” pursuant to section 1004 or section 3001 of the Resource Conservation and
Recovery Act, 42 U.S.C. §§ 6903, 6921, as now or hereafter amended; (iii) a toxic pollutant under
section 307(a)(1) of the Federal Water Pollution Control Act, 33 U.S.C. § 1317(a)(1); (iv) a
“hazardous air pollutant” under section 112 of the Clean Air Act, 42 U.S.C. § 7412, as now or
hereafter amended; (v) a “hazardous material” under the Hazardous Materials Transportation
Uniform Safety Act of 1990, 49 U.S.C. App. § 1802(4), as now or hereafter amended; (vi) a toxic
or hazardous material or substance pursuant to regulations promulgated now or hereafter under the
aforementioned laws or any state or local counterpart to any of the aforementioned laws; (vii)
presenting a risk to human health or the environment under other applicable federal, state or local
laws, ordinances, or regulations, as now or as may be passed or promulgated in the future; or (viii)
any substance or energy that after release into the environment and upon exposure, ingestion,
inhalation, or assimilation, either directly from the environment or directly by ingestion through
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food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities,
cancer, or genetic abnormalities. Hazardous Substances specifically includes asbestos,
polychlorinated biphenyls, radioactive materials including naturally occurring radionuclides,
petroleum and petroleum-based derivatives, and urea formaldehyde.
(c) The term “GOK Parties” shall mean collectively GOK, its affiliates,
subsidiaries, divisions, partners, predecessors, successors in interest, successors and assigns, and
all other persons with whom each of them has been or is now affiliated and their respective officers,
directors, shareholders, agents, managers, members, officers, representatives, employees, and
tenants.
(d) This Section 10 will survive the expiration and/or the earlier termination of
this Agreement.
11. Default. CPT will be in default under this Agreement if, after written notice from
GOK, CPT fails to perform any of CPT’s obligations under this Agreement within ten (10)
calendar days of receipt of such notice (or such longer period as is reasonably required in the
exercise of due diligence not to exceed an additional ten (10) calendar days, provided CPT
commences such cure within the initial 10-day period). In the event of a default by CPT not cured
within the cure period, GOK may: (a) waive the effect of such matter; (b) terminate this
Agreement; or (c) exercise any right or remedy available at law or in equity. CPT agrees that, in
the event of a breach or threatened breach of this Agreement by CPT, GOK will be entitled to
specific performance and injunctive or other equitable relief as a remedy for any such breach
or anticipated breach without necessity of posting a bond. Any such relief will be in addition
to and not in lieu of any appropriate relief in the way of monetary damages. A default by CPT
under the Purchase Agreement will constitute a default by CPT under this Agreement. No waiver
by GOK of any breach by CPT of any of its obligations, agreements, or covenants hereunder will
be deemed to be a waiver of any subsequent or continuing breach of the same, nor will any
forbearance by GOK to seek a remedy for any breach by CPT be deemed to be a waiver by GOK
of its rights or remedies with respect to such breach under this Agreement and/or the Purchase
Agreement.
12. Reservation of Rights. GOK, at all times, reserves to itself, its affiliates and
respective invitees, licensees, employees, contractors and agents, the right to enter upon the
License Area for all purposes. Nothing contained herein will imply or impose any duty on GOK
to inspect the License Area.
13. Mechanic’s Liens. CPT will not suffer or permit to be enforced against GOK or the
GOK Parcel, or any part thereof, any mechanics’ materialmens’, contractors’ or subcontractors’
liens arising from the work of CPT, its employees and contractors, and CPT will pay, cause to be
paid, or post a bond to discharge the lien in accordance with law, within thirty (30) days all of said
liens, claims or demands and before any action is brought to enforce the same. CPT will
indemnify, defend and hold GOK harmless from any and all loss, damage, liability or claim arising
out of any such liens. This Section 13 will survive the expiration or termination of this Agreement.
14. Notices. All notices, requests, or other communications hereunder will be in
writing and deemed given when delivered personally; when deposited to be sent via a nationally-
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recognized overnight courier keeping receipts of delivery, service prepaid or billed to sender, or
on the day said communication is deposited in the U.S. mail, by registered or certified mail, return
receipt requested, postage prepaid, addressed as shown below:
To CPT: CPT Skyline, LLC
c/o AEW Capital Management L.P.
2 Seaport Lane, 15th Floor
Boston, MA 02210
Attention:
With a
copy to: Newmark Management
Attn: Bridget Villeta
376 East 400 South, Suite 120
Salt Lake City, Utah 84111
E-Mail: [e-mail]
To GOK: G.O.K. Properties, LC
Attn: James C. Hemmersmeier
1530 South 500 West
Salt Lake City, Utah 84115
With a
copy to: Parsons Behle & Latimer
201 South Main Street, Suite 1800
Salt Lake City, Utah 84111
Attn: Kerry L. Owens, Esq.
Email: [e-mail]
or to such address as the Parties may from time to time designate by notice in writing to
the other Parties. While notice given by courier service or mail will be effective when deposited
with the courier service or in the mail, properly addressed and postage paid or shipping charges
paid or billed to the sender, all as aforesaid, the period in which a response to such a notice must
be given or taken will run from the date of receipt by the addressee. Rejection, refusal to accept
delivery or inability to deliver due to changed address of which no notice has been given will be
deemed receipt by the address.
15. General Provisions.
(a) Nothing contained in this Agreement will be deemed or construed to create
or constitute any Party the agent of any other Party except as expressly provided herein, nor to
create or constitute a partnership, joint venture, or other co-ownership by and between the Parties
as to the rights, duties, and obligations of the Parties hereunder.
(b) In no event will GOK be liable for any special, incidental, punitive, or
consequential damages, arising out of or related to this Agreement or any breach hereof or in
connection with CPT’s activities hereunder.
(c) Time is of the essence of each of CPT’s obligations in this Agreement.
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(d) Neither this Agreement nor any memorandum or notice thereof may be
recorded by CPT without the advance written consent of GOK.
(e) The invalidity or unenforceability of a particular provision of this
Agreement will not affect the other provisions hereof, and this Agreement will be construed in all
respects as if such invalid or unenforceable provision were omitted.
(f) In the event either GOK or CPT commence litigation to enforce any of the
terms and conditions of this Agreement, the unsuccessful Party to such litigation will pay, within
ten (10) days from the date when any judgment of any court of competent jurisdiction will have
become final, and all rights of appeal therefrom have expired, all costs and expenses, including
attorneys’ fees, incurred therein by the successful Party (which costs and expenses will be included
in the amount of the judgment).
(g) Except for the GOK Parties, no term or provision of this Agreement or its
Exhibits is intended to be, nor will any such term or provision be construed to be, for the benefit
of any person, firm, corporation or other entity not a Party to this Agreement (including, without
limitation, any broker), and no other person, firm, corporation or entity will have any right or cause
of action under this Agreement.
(h) GOK and CPT acknowledge that they and their counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting Party will not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.
(i) This Agreement and all of the other documents to be executed in connection
herewith will be governed by and interpreted in accordance with the laws of the State of Utah.
(j) CPT will not sell, assign or transfer this Agreement, in whole or part,
without first obtaining the written consent of GOK which consent shall not be unreasonably
withheld. Subject to the foregoing, this Agreement will be binding upon and will inure to the
benefit of the Parties hereto, and their heirs, personal representatives, successors and assigns.
(k) The paragraph headings or captions appearing in this Agreement are for
convenience only, are not a part of this Agreement, and are not to be considered in interpreting
this Agreement.
(l) The individuals who execute this Agreement represent and warrant that they
are duly authorized to execute this Agreement on behalf of CPT or GOK, as the case may be, that
the Parties named are all the necessary and proper parties, and that no other signature, act or
authorization is necessary to bind such Parties to the provisions of this Agreement.
(m) This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, by electronic mail, will be deemed an original, but all of
which will together constitute one and the same instrument.
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(n) This Agreement sets forth the entire understanding of GOK and CPT as to
the matters set forth herein and cannot be altered or otherwise amended, except pursuant to an
instrument in writing signed by each of the Parties hereto.
[SIGNATURE PAGE FOLLOWS]
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EXHIBIT A
TO
TEMPORARY CONSTRUCTION AND SITE ACCESS AGREEMENT

(Map of License Area)

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