1161232-R8SDMS 

When Recorded Return To: 

Carl W.Barton 

Holland &H£irt LLP 

60 East South Temple 

Suite 2000 

Salt Lake City, UT 84111 

With Copy To: 

Utah Department of Environmental Quality 

Division of Environmental Response and Remediation 

P.O. Box 144840 

Salt Lake City, Utah 84114-4840 

With Copy To: 

Environmental Protection Agency: 

Regional Institutional. Control Coordinator, EPR-SR 

U.S. Environmental Protection Agency 

1595 Wynkoop Street 

Denver, CO 80202 

Ent; 336B32 - Pg 1 of S0 

Datei lS/14/a009 11,32 AH 

^??^*5®" ®S„CREDIT CARD 

Filed By; nC . 

CflLLEEN B PESHELL, Reeofder 

Tooele County CoTpoTation 

For: ftTLANTiC RICHFIELD CO 

ENVIRONMENTAL COVENANT 

This Environmental Covenant ("Enviroameatal Covenanf) is entered into.by Tooele 

City, a Utah corporation ("Owner"), Atlantic Richfield Company, a Delaware corporation 

("Holder"), the Utah Department of Environmental Quality, a department of the State of Utah 

("DEQ"), and the United States Environmental Protection Agency, an agency of the United 

States of America ("EPA") (each a "Party" and collectively, the "Parties"), pursuant to Utah 

Code Ann. §§ 57-25-101 et seq. ("Act") and concerns the Property described in Section B.2 

below. The DEQ and EPA each enter this Enviroimiental Covenant in the capacity of an 

"Agency" as defined in the Act, The DEQ and EPA assume no affirinative obligations through 

the execution of this Environmental Covenant 

A. Recitals 

herein; 

WHEREAS, this Environmental Covenant affects and relates to the Property, as defined 

WHEREAS, Holder conducted certain clean-up activities and made related 

improvements to the Property (collectively, the "Clean-up Work") pursuant to a Unilateral 

Administrative Order for Renaoval Response Activities (Docket No. CERCLA-08-2005-0001) 

(the "UAO") issued by EPA under Section 106(a) of. the Comprehensive Environmental 

Response, Compensation, and Liability Act, as ajtnended ("CERCLA"). The Clean-up Work is 

more particularly described on Exhibit "C" attached hereto; Additional information regarding 

the Site and the Clean-up Work may be found in the Health Department of Tooele County, Utah, 

1-
Ent: 33&B3S - Pg 3 of SB 

3. Owner. Owner, which is located at 90 North Main, Tooele City. Utah 84074, is the 

owner of the Property in fee simple. Consistent with. Section 7 of this Environmental 

Covenant, the obligations ofthe Owner are imposed on assigns, successors in interest, including 

without limitation, future owners of an interest in fee simple, mortgagees, lenders, easement 

holders, lessees, and any other person or entity Viiio acquires any interest whatsoever in the. 

Property, or any portion thereof, whether or not any reference to this Environmental Covenant or 

its provisions is contained in the deed, other conveyance instruments, or other agreements by 

which such person or entity acquires its interest in the Property. or any portion thereof 

("Transferee"). 

4. Holder/Designation. Holder is located at 317 Anaconda Road, Butte, Montana 59701 

and is Ihe holder of this Environmental Covenant. Notwithstanding the foregoing. Holder shall 

have the right to designate one or more persons to act on its behalf under this Environmental 

Covenant, which designation shall: (a) be in writing; (b) refer to this Environmental Covenant; 

and (c) be duly recorded in the Tooele County, Utah, real property records, and following such 

designation Holder shall notify Owner, DEQ and EPA regarding the same. 

5. Monitoring and Maintenance Work. The Clean-up Work will require monitoring and 

maintenance in order to ensure the long-term integrity of such Clean-up Work. The 

responsibilities of Owner for monitoring and maintenance are set forth in Section 6 "Activity 

and Use Limitations, Owner's Covenants Affecting the Property" below* In addition. Holder 

shall perform the following monitoring and maintenance work: 

Holder shall conduct surveillance and maintenance activities. Holder shall coordinate 

inspections in accordance vnth the Long Term Operation and Maintenance Plan ("LTO&M") 

and shall repair remedial feature, damage as needed. Holder shall prepare, revise, and 

implement the LTO&M for areas where waste has been remediated in-place. Holder's 

operation, and maintenance duties also include complying with reporting requirements and 

maintaining records pertaining to the Site, as required by applicable law. 

Holder shall be permitted to access the Property (as provided in Section 9 and Exhibit B 

below) in order to perform the monitoring and maintenance work, 

6. Activity and Use Limitations. As part ofthe Clean-up Work described above, the Owner 

hereby imposes and agrees to implement, administer, and maintain the following activity and use 

limitations on the Property. In the event the Owner conveys or transfers an interest in the 

Property or any portion thereof to a Transferee, Owner shall take measures necessary to ensure 

that the Transferee will implement, administer, and maintain the following activity and tise 

limitations: 

(a) Owner's Covenants AfFectmg the Property. The following Covenants shall 

burden the Property and are intended to bind Owner and the Owner's successors and assigns and 

any subsequent owners ofthe Property and shall control any provisions contained herein that are 

inconsistent therewith: 

(i) Use ofthe Property. Except as provided in Section 2 below, the Owner shall not 

take, authorize or allow any direct or indirect action which interferes with, is inconsistent 
Ent: 336053 - Pg 4 of E0 

with, hinders, delays, diminishes, or frustrates: (a) the implementation, eflfectiveness, '. 

purposes, or integrity ofthe Clean-up Work or any future response actions or monitoring 

and maintenance activities required under any applicable laws or by any federal, state or 

local governmental entity, or (b) any other actions that the EPA, DEQ, or Holder deems 

necessary or advisable to address environmental conditions on or related to the Propisrty; 

(ii) Future Development Restriction. No development or change of land use of any 

kind on the Property, including, without limitation, grading, other surface disturbance, 

ground water well drilling, pumping or any action that will alter, disturb or otherwise 

interfere with the Clean-up Work, shall be permitted or allowed on the Property without 

Holder's prior written consent. Any development or change of land use shall require 

approval in accordance with all apphcable laws, regulations and requirements of Tooele 

County and any other governmental entity having jurisdiction over the Property. Such 

approval of Holder shall not be unreasonably witUield, conditioned, or delayed, but shall 

be subject to such reasonable conditions as Holder shall deem.appropriate. The Owner 

shall be solely responsible for any additional response action which may be necessary to 

accommodate future development of the Property. For purposes of this provision, tiie 

phrase "additional response action which may be necessary to accommodate future 

developmenf shall mean any and all response actions beyond that which Atlantic 

Richfield is required to implement at the Tooele Valley Raikoad Grade Site under any 

administrative order or consent decree in the absence of future development Any such 

additional response action must be undertaken in accordance with and in a maimer 

consistent with the requirements ofthe Consent Decree for the Site, as may be amended 

or supplemented firom time to time, and all other enviroimiental laws and other 

applicable laws; 

(iii) Applicable Laws. The Property shall be maintained and managed in accordance 

with and in a manner consistent with the requirements ofthe Consent Decree and any 

applicable judgments, federal, state or local laws, rules, regulations, orders, decrees,-or 

other governmental enforcement actions relating to environmental conditions on the 

Property; 

(iv) Structures. The Owner shall: (a) maintain the integrity of the existing rock 

revetment and drainage control structures, (b) ensure that the drainage control structures, 

rock revetment and vegetation cover are free of debris or other material, and (c) take 

reasonable measures to ensure that the drainage control structures and vegetation are not 

damaged or destroyed; 

(v) Noxious Weeds. Owner shall take such steps as may be reasonably necessary to 

control noxious or other weeds on the Property in accordance with applicable laws; 

(vi) Mineral and Water Exploration. Development or Production Restriction. No 

exploration or mining, milUng, processing, drilling, purhping, extraction or any other 

method of development and/or production of any water, wells, water rights, veins, loads 

or mineral deposits (including, without limitation, hardrock minerals, sand, gravel, clay, 

oil and gas and other hydrocarbons, or other similar naturally occurring substances) is 

permitted on the Property; and 

• 4 -
Ent; 336035 - Pg 5 of 80 

(vii) Propertv Maintenance Covenant. Owner shall keep the Property (including 

without limitation the drainage control structures, rock revetment and vegetation) in good 

repair, normal wear and tear excepted, so. as-to protect and preserve the Clean-up 

Work. This work includes proper maintenance such that erosion of the cover does not 

occur. 

(b) Notice of Change m Use. Owner shall notify Holder sunultaneously when 

submittuig any application to a local government for a building permit or change in land use for 

the Property. The notice shall contain, at a minimum, a description ofthe proposed activity, 

the anticipated commencement and completion dates thereof, and a copy ofthe application 

submitted to the local government. Holder shall have the right, but not the obligation, to 

participate in any hearing, review process or other governmental proceeding that includes 

construction on, or a change of use of, the Property or any other actions on the Property that may 

impair or jeopardize the integrity ofthe Clean-up Work. 

7. Running with the Land. This Environmental Covenant shall be binding upon the 

Owner and any Transferee during that person's period of control, occupation, or ownership 

interest or any period arising thereafter but which results fi-om such control, occupation or 

ownership interest during such period, and shall run vwth the land, pursuant to the Act and 

subject to amendment or termination as set forth herein, 

8. CompUance Enforcement 

(a) This Environmental Covenant may be enforced pursuant to the Act Failure to 

timely errforce compUance -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 ofthe partes right to take action to enforce any non-compliance. Nothing in 

this Environmental Covenant shall restrict the DEQ or the EPA from exercising any authority 

under applicable law. • ^ 

(b) In addition to any other remedies available at law or in equity, including, without 

limitation, those remedies set forth in §57-25-111 ofthe Act Holder and its representatives may 

enforce the terms of this Environmental Covenant against Owner by filing suit in district court 

to: (i) enjoin actual or threatened -violations; (ii) seek specific performance; and/or (iii) seek such 

other legal or equitable relief as may be appropriate in the circumstances. In the event that 

Owner is found by a court of law or by a regulatory agency to have violated this Environmental 

Covenant and after any appeal of the -violation has been sustained (or aU appeal rights have 

expired), Holder shall be entitied to recover from Owner and'or Transferees any reasonable legal 

fees and costs incurred in any such proceedings, pro-vided that in no event shall the foregoing be 

deemed to obligate DEQ to reimburse Holder for such fees and costs. 

9. Rights of Access. Owner hereby grants to the DEQ and EPA and their respective 

agents, contractors, and employees the right of access to the Property for inspection, 

implementation or enforcement of this Environmental Covenant. The Owner also grants access 

to the Holder, as described in Exhibit B hereto. 

- 5 -
Ent; 33683S - Pg 6 of 20. 

10. Compliance Reporting. Within thirty (30) days folio-wing the end of each calendar year. 

Holder shall submit written documentation to DEQ and EPA verifying that ihe acti-vity and use 

limitations set forth herein remain in place and are being followed. 

11. Notice upon Convevance. Each instrument hereafter conveying any interest in the 

Property or any portion ofthe Property shall be substantially in the following form: 

THE INTEREST CONVEYED HEREBY IS SUBJECT TO AN 

ENVIRONMENTAL COVENANT,' DATED ,200_^ 

RECORDED IN THE DEED OR OFFICL«J. RECORDS OF THE 

^COUNTY RECORDER ON ,200 , IN 

[DOCUMENT_ , or BOOK , PAGE ,]. 

Owner shall notify Holder in writing at least thirty (30) days in advance of consummation of any 

such conveyance, including any conveyance of any easement or right of way burdening all or 

any portion of the Property. Owner shall disclose in writing the nature ofthe Clean-up Work 

performed on the Property and the terms of this Envhonmental Covenant to any Transferee of 

any interest in the Property or a portion thereof. For purposes of this Section 11 the 

conveyance of a security interest in the Property shall not be deemed subject to the notice 

requirements set forth hereui. Owner shall notify the DEQ and EPA within ten (10) days after 

each conveyance of an interest in any portion ofthe Property. Owner's notice shall include the 

name, address, and telephone number of the Transferee, a copy of the deed, or other 

documentation e-videncing the conveyance, and an unsurveyed plat that shows the boundaries of 

the property being transferred. If Owner and Holder enter into any agreement -with respect to the 

reimbursement of any costs relating to this Environmental Covenant such agreement shall 

survive such conveyance ofthe Property. 

12. Representations and Warranties. Ovmer hereby represents and warrants to the other 

signatories hereto: 

(a) that 0-wner is the sole owner of the Property; 

(b) that the Owner holds fee simple title to the Property, subject only to the interest 

or exceptions set forth on Exhibit "D" hereto; and 

(c) that the 0-wner has the power and authority to enter .into this Environmental 

Covenant to grant the rights and interests herein pro-vided and to carry out all obligations 

hereunder. 

13. Amendment or Termination. This Environmental Covenant may be amended or 

terminated pursuant to the Act 

14. Effective Date/Severabilhv/Goveming Law. The effective date of this Environmental 

Covenant shall be the date upon which the fiiUy executed En-vironmental Covenant has been 

recorded as a document of record for,the Property -with the Tooele County Recorder. If any 

provision of this Environmental Covenant is found to be unenforceable in any respect the 

validity, legality, and enforceabihty ofthe remaining provisions shall not in any way bcaffected. 

- 6 -
Ent: 336033 - Pg 7 of 38 

diminished, or impaired. This Environmental Covenant shall be governed by and interpreted in 

accordance with the laws ofthe State of Utah. 

15. Recordation and Distribution of Environmental Covenant WitMn thirty (30) days after 

the date ofthe final required signature upon this En-vironmental Covenant, Holder shall file this 

Environmental Covenant for recording in the same manner as a deed to the Property, with the 

Tooele County Recorder's Office. Holder shall also distribute a file-stamped and date-stamped 

copy ofthe recorded version of this Environmental Covenant to: DEQ, EPA, and Owner. 

16. Notice. Unless otherwise notified in writing by or on behalf of the current owner, DEQ, 

EPA or Holder, any document or communication required by this Environmental Covenant shall 

be submitted to: 

If to DEQ: 

Utah Department of Environmental Quality 

Division of Enviromnental Response and Remediation 

Attention Tony Howes, CERCLA Branch IS&R Project Manager 

P.O. Box 144840 

Salt Lake City, Utah 84114-4840 

Fax #801-536-4242 

If to EPA: 

Regional Institutional Control Coordmator, EPR-SR 

U.S. EPA 

1595 Wynkoop Street 

Denver, CO 80202 

If to Owner: 

Office ofthe Mayor 

Tooele City 

90 North Mam 

Tooele City, Utah 84074 

If to Holder: 

Charles T. Stilwell 

Atiantic Richfield Company 

317 Anaconda Road 

Butte, Montana 59701 

Fax #406-563-8269 

with a copy to: 

Nathan Block 
Ent: 336032 - Pg 8 of 20 

BP America Inc. 

Legal Department 

501 Westiake Park Boulevard 

Houston, TX 77079 

Any such document or communication shall be delivered -via prepaid United States 

certified mail, return receipt requested, facsimile or nationally recognized overnight courier and 

provide receipt of delivery. Such document or comniunication shall be deemed eilective upon 

receipt or refiisal of receipt, 

17. Governmental Immunity. In executing this Environmental Covenant, the DEQ and EPA 

do not waive governmental immunity afforded to them by applicable law. 

The Owner for itself and its successors, assigns, and Transferees, hereby fviUy and irrevocably 

releases and covenants not to sue the State of Utah, its agencies, successors, departments, agents, 

and employees ("State") from any and aU claims, damages, or causes of action arising from, or 

on account ofthe 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 ofthe Utah Code Ann. or for a claim against the State arising directiy or indirectiy 

from or out of actions of employees of the State that would resuh in (i) Uability to the State of 

Utah imder Section 63G-7-301 ofthe Governmental Immunity Act of Utah, Utah Code Ann. 

Section 63G-7-101 et seq. or (ii) individual Uability for actions not covered by the Governmental 

Immunity Act as indicated m Sections 63G-7-202 and -902 ofthe Governmental Immunity Act, 

as determined in a court of law. 

18. Limitations on Liabilitv. Except as provided otherwise herein, Holder shall not incur 

any liability under state law or otherwise solely by virtue of being a holder under this 

Environmental Covenant. 

19. Payment of DEO's Costs. To the extent reimbursement is not provided by EPA, the 

Holder shall reimburse the DEQ in full for aU reasonable costs incurred by DEQ and related to 

the activities contemplated in this En-vironmental Covenant which require review, inspection, 

hivolvement or otherwise incur costs for the DEQ in accordance with the fee schedule approved 

by the legislature. 

[SIGNATURES APPEAR ON FOLLOWING PAGES] 

-8 
OWNER: 

Ent: 336032 - Pg 9 of 20 

TOOELE CITY, 

a Utah corporation 

UM^km\ 4 

City Recorder 

AcDroved as to Fo; 

<2 

Cityr>§tom Atrne y 

ADate { di4-^ 

State of Utah 

eici 

) 

: ss. 

County of r<^Noei.e ^ 

-->.. Before me, a notary, public, in and for said county and state, personally appeared 

—)[^i V l cV-- W, '^^^\(A \OLAM • a duly authorized representative of Tooele City, a Utah 

corporation, who acImowledged-t6 me that [he/she] did execute the foregoing instrument on 

behalf of Tooele City. 

IN TESTIMONY WHEREOF, I have subscribed my name and affixed my official seal this 

^ ^ day of gYJcpW 

Notary Public 

USA C. CftBPENTEH 

SDNnrlh t,l,ijit Slroet 

Tooflle. U / n'IU74 

My CommiiiHiuii Explms 

AugiJt.l .1.7010 

StaJc of Utah 

-9 
Ent: 336032 - Pg 10 of 20 

HOLDER: 

ATLANTIC RICHFIELD COMPANY, 

a Delaware corporation 

Nam( 

Its: 

Date /^Ay^ 

State of /f^yf^kji^ " ) 

County of •^;^^^^.6A / ) 

Before me, a notary public, in and for said county and state, personally appeared 

^•3^> ^y ^j^JJ!^ , a duly authorized representative of Atiantic Richfield 

Company, a Delaware corporation, who acknowledged to me that [he/sJKJ did execute the 

foregoing instrument on behalf of Atiantic Richfield Company. 

IN TESTIMONY WHEREOF, I have subscribed my name and affixed my official seal 

this J ^ day oiQer^J ^ . 20^. 

'yg^. 

JotaiyP^Hc 

-10 -
Ent: 336032 - Pg 11 of 20 

UTAH DEPARTMENT OF ENVIRONMENTAL QUALITY 

The Utah Department of Environmental Quality authorized representative identified 

below hereby approves the foregoing Environmental Covenant pursuant to Utah Code Ann. 

Sections 57-25-102(2) and 57-25-104(l)(e). 

iiki 

NameTBrad T Johnson Date 

Titie: Director, Division of Environmental Response and Remediation 

Utah Department of Environmental Quality 

•goo\ 

STATE OF UTAH ) 

:ss. 

County of Salt Lake ) 

Before me, a notary public, in and for said county and state, personally appeared Brad T 

Johnson, an authorized representative of the Utah Department of Enviroimiental Quality, who 

acknowledged to me that he did execute the foregoing instrument this t) ^ day of 

mmbcr, 2ooj. 

JENNIFER BURGE 

NcrfafK Public State ef Utah 

M My Commiijion Expires °"-

°' Mareh04,2013 

Comm. Numban 57779a 

iotsut^ Pubhcl 

My CommissiM expires: ^ • 

11 
Ent: 336032 - Pg 12 of 20 

UNITED STATES ENVIRONMENTAL PROTECTION AGENCY 

The United States Environmental Protection Agency authorized representative 

identified below hereby approves the foregoing Environmental Covenant 

Bill Murray, DU«C)M^-^==='—--^^ Date ^^/\^ JO^ 

Superfund Remedial Response Program ^ 

Office of Ecosystems Protection and Remediation 

U.S. Environmental Protection Agency, Region VIII 

STATE OF (J y ) 

CoMj^ty of J2£4LLUU0 

Before me, a notary public, in and for said cotmty and state, personally appeared Bill 

Murray, an authorized representative of the United States Environmental Protection Agency, 

who acknowledged to me that he/she did execute the foregoing instrument this f^ ^ dav of 

JAjiAllu 

Notaty Public ft 

My Commission expires. 

-:- / > 

12. 
Ent: 336032 - Pg 13 of 20 

Exhibit "A" 

Legal Descriptioii ofthe Property 

Railroad Trestle Parcel 

A parcel of land, shuated in the Northwest Quarter of Section 26, Township 3 South, 

Range 4 West Salt Lake Base and Meridian, more particularly described as follows: 

Beginning at a point on the south line of an Old Tooele Valley Railroad Right-of-way 

line, said point being located North 0''20' 13" West 1170.11 feet along tiie Section line and 

East 754.64 feet from the West Quarter Comer of Section 26, Township 3 South, Range 4 West 

Salt Lake Base and Meridian, and running: 

Nortii 0''20'00" West 208.80 feet to tiie north Une of said right-of-way line; 

thence Northeasterly 270.23 feet along the arc of a 2202.64-foot radius non-tangent curve 

to tiie left (center bears North 17°47'29" West and tiie long chord bears Nortii 

68''41 '39" East 270.06 feet, through a.central angle of T'Ol '45") along said north Ime; 

tiience North 65''10'46" East 240.30 feet along said north Ime; 

tiience South 0''29'20" East 17.34 feet; 

tiience North 64''04'00" East 19.18 feet 

thence South 2''41' 11" East 167.34 feet to and along an existing barb wire fence; 

tiience South 40''51'13" West 67.49 feetto anotiier existing fence line; 

thence South 62''17' 18" West 250.69 feet along said fence tiie following tiiree 

courses; 

tiience Soutii 65"33'22" West 28.78 feet along said fence; 

thence South 73°55' 13" West 87.93 feet along said fence; 

thence South 79°2r33" West 42.21 feet along and beyond said fence to the existing 

Tooele City deed line; 

thence North 9°15'00" East 3.66 feet along said deed line to the south right-of-way 

line of said Rail Road; 

thence Southwesteriy 79.65 feet along the arc of a 2402.64-foot raidius non-tangent 

curve to the right (center bears North 18°H '48" West and the long chord bears South 

72''45'11" West 79,64 feet, through a central angle of P53'58"), along tiie soutii Ime of said 

Tooele Valley raUroad, to the point of beginning. 

Parcel contains: 108,272 square feet or 2.49 acres, more or less. 

Exhibit "A" 

Page 1 
Ents 336032 - Pg 14 of 20 

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Exhibit "A"-Page 2 
Ent: 336032 - Pg 15 of 20 

Exhibit "B" 

Covenants between the Holder and the Owner and the Owner's Successors and Assigns 

and any Snbseqnent Owners ofthe Property 

The Holder and the O-wner for themselves and their successors and assigns agree to the 

followmg Covenants which shall also burden the Property (described in the foregoing Exhibit 

^ " ) and are intended to bind Owner and tiie Owner's successors and assigns and any 

subsequent o-wners of the Property; 

1. Compliance Enforcement. In addition to any other remedies available at law or in 

equity, including, without limitation, those remedies set forth in §57-25-111 ofthe Act Holder 

and its representatives may enforce the terms of this Environmental Covenant against Owner 

(including the Covenants) hy filing suit in a court of competent jurisdiction in the State of Utah 

to: (i) enjoin actual or threatened violations; (ii) seek specific performance; and/or (iii) seek such 

other legal or equitable relief as may be appropriate in the circumstances. In the event that 

Owner is found by a court of law or by a regulatory agency to have violated this Environmental 

Covenant and after any appeal of the violation has been sustained (or all appeal rights have 

exphed), Holder shall be entitied to recover from Owner and/or Transferees any reasonable legal 

fees and costs incurred in any such proceedings, provided that in no event shall the foregoing be 

deemed to obligate EPA or tiie DEQ to reimburse Holder or the Owner and/or Transferees for 

such fees and costs. 

2. Access. Holder and its employees, agents, representatives and contractors, shall have 

the right of access to the Property at reasonable times with prior notice to Owner (written or 

oral) for the purposes of: (a) monitoring compHance -with the terms and provisions of the 

Covenants; (b) conducting any necessary or ad-visable investigation, monitoring, maintenance 

and/or sampling activities -with respect to the Property; and (c) conducting any environmental 

response actions on the Property that Holder, DEQ, or EPA may deem necessary or ad-visable to 

address environmental conditions on the Property. Nothing in this Environmental Covenant 

shall impair any other authority Holder, DEQ, and EPA may otherwise have to enter, inspect and 

perform response actions on the Property. Upon completion of any activities on the Property, to 

the extent reasonably practical, the Holder shall return the Property to substantially the same 

condition it was prior to such entry, provided that such condition is not inconsistent with any 

response, monitoring and maintenance or otiier activities performed on the Property, 

3. TnflRTTiT^j-fination of Owner. Holder agrees to indemnify and hold harmless Owner from 

any and all fliird-party actions, claims, demands, liabilities, losses, damages or expenses, 

including damage to the Property, which may be imposed on or incurred by Owner as a resuk of 

Holder's negligent reckless or -willful acts or omissions relating to the Property, except to the 

extent that such actions, claims, demands, liabilities, losses, damages or expenses result solely 

from the negligent, reckless or wiUfiil acts or omissions of 0-wner. 

4. Release and Covenant Not to Sue. Owner, for itself and any Transferees, hereby fully 

and irrevocably releases and covenants not to sue Holder and its predecessors and successors 

(whether by merger, consolidation or otherwise) and their respective affiliates, shareholders, 

Exhibit "B" 

Page 1 
Ent: 336B32 - Pg 16 of 20 

members, managers, officers, directors, agents, representatives, contractors, insurers, employees, 

contractors and assigns for any ofthe following: 

(a) Any private cost recovety suit contribution action, or any other action under 

environmental laws or the common law arising out of or related to; (i) any environmental 

conditions on, about, beneath, from or related to the Property, and (ii) implementation of any. 

Clean-up Work and/or land use controls, otiier applicable government orders or any 

requirements of the ^plicable regulatory or permitting authority related to the environmental 

conditions on, about baieath or related to the Property; and 

(b) Any and all claims, causes of action or liabilities that it may now have or 

hereafter acquire against such indi-viduals or entities for any cost loss, liability, damage, 

expense, demaiul, action or cause of action arising from or related to the following; (i) the use, 

operation, development or disposition Ofthe Property, (ii) any information provided or disclosed 

to Owner by Holder relating to the Property, or (iii) the presence of hazardous materials and/or 

waste on, at under, near or associated -with the Property. 

Provided, however, that in the event any action, claim or suit is asserted against Owner relatmg 

to the environmental conditions that are addressed by this Environmental Covenant, Owner's 

release and covenant not to sue shall be void as to all alleged liability asserted against Owner in 

such action, claim or suit. 

Exhibit "B'^ 

Page 2 
Ent: 336032. - Pg 17 of 20 

Exhibit «C" 

Description of the Clean-rup Work 

Background 

The Tooele Valley Raikoad ("TVRR") was constnicted m 1909 to connect the Union 

Pacific and Western Pacific lines at Warner, Utah (west of Tooele City) to the IS&R smelter-a 

distance of approximately 7 miles. The. rail line was used to cany product supplies and 

personnel to and from the smelter. Where the tracks crossed the lower portions of Middle 

Canyon a trestie was constructed. Due to stability issues the trestie was eventually backfilled 

with material extracted from the Elton Tunnel leaving an embankment type structure. The 

TVRR discontinued operation in 1981. • 

Demolition and Cleanup Actions 

Shortly after the railroad stopped operations the remaining track was removed and 

underlying property along the corridor was deeded to adjacent landowners. A Removal Action 

to clean up residual waste material along the corridor was completed in 2005. In two areas 

waste was left in place and capped with clean soil and rock revetment As part of the 2005 

work the top and side slopes ofthe trestie were covered with 12 inches of rock. Adjacent areas 

disturbed during the Action were prepared and seeded with native grasses. Full construction 

details ofthe TVRR cleanup work, including areas where waste was left in place, are available 

in the Tooele Valley Railroad Construction Completion Report. 

Exhibit "C" 

Page 1 
Environmental CovenBnt 9-349 

Ent: 336032 - Pg Ifl of 20 

ExJiibit«D" 

Title Exceptions 

Exhibit "D" 

Pagel 
Ent: 336032 - Pg 19 of 20 

Ticor Title Insurance 

SCHEDULEB 

File Number B-15120 Policy Number 74303-77673084' 

EXCEPHONS FROM COVERAGE 

Ttiift policy does not Msure against loss or cteimage, and the Company will not pay costs, attorneys' fees or > 

expenses which arise tiy naason of. 

1. (a) Taxes or assessmerrts which ars not shgwn as existing liens by Ihe records of any taodng authorily that 

levies taxes or assessments on real property or t)y the PtAOe Records; ^ ) proceedings by a public agem^ 

that may nssutt in taxes or assessments, or notices of such proceedings, whether or not shcMi by ttie 

records of such sgeni^ or by the Putdic Records. 

2. Any lacis, rights, interests or daims that are not shown by the Put>Ilc Records but that could be ascertained 

by an inapedion of the Land orthat may be asserted by persons In possession of the Land 

a Easements, liens, or encumbrsnoes, or claims thereof, which are not stown by Public Records. 

4. Any encroacliment, encurnbrance, violation, variation, or adverse circumstance affecting the HOe that would 

be disclosed by an accurate and comply land survey of tfn Land and not shown by the Public Reconls. 

6. (a) Unpatented mining ciaims; (b) reservations or exceptions in patents or in Ads authorizing the issuance 

tfiereof; (c) watar rigtitB, daims or fitie to water, whether or not the matters exoepdad under (a), (b), or (c) are 

shown by the Public Records. 

6. Any lien, or right to a lien, for servtoes, labor, or material herstofbiB or hereafter furnished, imposed by law 

and not shown by the Public Records. 

7. Taxes fbr Ihe year 2009 are now a Oen, but not yet due. 

8. Resenntions contained in that certain Patent, recorded MAY 26,1877. in Book X, at Page 406-7, of Official 

Records, and reads in part as follows: Subject to any vested and aocaied water r^hts for mining, agricultural, 

manufeoturing or ottter purposes sni rights to ditches and reservoirs used in connection wtth such water 

rights. Also subject to ^ e rights of the proprietor of a vein or lode to extract and remove his ore therefrom 

should ttte same be found to pen^rate or Intersect ihe premises hereby granted. 

9. Reservations contained in that certain Patent, .recorded SEPTEMBER 24,1878. in Boole V, at Page 33&€, of 

Official Records, and reads In part as follov»; Subject to any vested and accrued water rights for mining, 

- agricultural, manufacturing or other purposes and righis to ditches and reservoirs used in connedton writh 

such water rights..Also subject to tfie right of the proprietor of a vein or tode to extract and remove his ore 

therefionv. 

10. The perpetual right, pri\nlege and easement of operating its smetto* at or near (the mouth of Pine Canyon] 

and of discharging thereiinom gases, fiimes, smolte and any olfier substances as may be emiitBd therefrom; . 

without incurring itablli^ to the first parties, as. granted by Easement dated Novemtter Q, 1908, from D. R. 

GILUSPIE and HANt^AH GILLISPIE his wife, to UTAH CONSOLIDATED MINING COMPANY, and recorded 

November 12,1908. as Entry No. 134687, In Book B.at Page 485-6 of Official Reconjs. 

No examination is hereby made to tl>e present ownership of said easement notice of dalm, or other 

documents pertaining thereto. 

i 1. The perpetoal right prlvliege and easenwnt of Operating its smelter at or near (the mouth of Pine Canyon) 

and of discharging therefrom gases, fUmes, smoice and any other substances as may be emitted therafrDm, 

without Incurring liability to the first parties, as granted by Easement dated NOS^MBER 9,190a, from 

PETER R. GILLISPIE and LIUIAN S, GILLISPIE his wife, to UTAH CONSOLIDATED MINING COMPANY, 

and recorded NOVEMBER 12,1908, as Entry No. 134688, in Book B,at Page 486-7 of Offidat Records. 

ALTA Owners Polky 

SC*»dulaB(6tt7/06) (B.16120.PFn».1612Q/7)' 
Ent: 336032 -• Pg 19 of 20 

Ticor Title Insurance 

SCHEDULEB 

File Number B-15120 Policy Number 7430B-776T3084' 

EXCEPTIONS FROM COVERAGE 

This policy does not Insure against loss or damage, and the Company wHI not pay costs, attonrays' fees or -

expenses which arise by reason o^ 

1. (a) Taxes or assessments which are not shcjwn as existing liens tiy the records of any taxing auttwrHy that 

levies taxes or assessments on real properly or by the PubTic Records; tb) proceedings by a public agency 

that may result In taxes, or asaessmeiits, or notices of svdn proceedings, whether or not shown by the 

iBoords of such agency or by the Public Records. 

2. Any facts, rights, intsresis or claims that are not shown by the Public Records but that could t» ascertained 

t>y an inspection ofthe Land orthat may be asssted by persons in possession ofthe LarKL 

3. Easements, liens, dr encumbranoes, or claims thereof, which BIB not shown by Public Records. 

4. Any encroachment encurnbrance, violation, variation, or adverse circumstance affecting ttie Title that would 

- be disclosed by an accurate and comply land survey of the Land and not shown by the Public Records. 

5. (a) Unpatented mining ciaims; (b) reservations or exceptions in patents or in Acts authorizing the Issianoe 

tiiereof; (c) wata* righto, ciaims or fitia to water, whether or not ihe matieis excepted under (a), (b), or (c) are 

shown by the Public Records. 

6. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished. Imposed tiy law 

and not shown by the Public Records. 

7. Taxes fbr the year 2009 ars now a lien, but not yet due. 

8. Reservations contained In that certain Patent lecordad MAY 26,1877. in Book X. at Page 406-7, of OITiciai 

Records, and reads in part as fbllows: Sut^ect to any vested and accaied water r^hte for mining, agricultural, 

manutocturing or other purposes and rights to dttchss and reservoirs used in connection wito such water 

rights. Also subject to the rights of the proprietor of a vein or lode to extract and remove his ore therefrom 

should the same be tound to penetrate or intersect the premises hereby granted, 

9. Reservations corfedned in that certain Patent .recorded SEPTEMBER 24,1878, In Book V, at Page 335-6, of 

Official Records, and reads in part as ibllows; Sut^ect to any vested and accrued water righto tor mining, 

- agricultural, manufacturing or other purposes and rights to ditches and reservoirs used in connecSon with 

such water right&..AIso subiject to the right of the proprietor of a vein or tode to extract and remove his ore 

therefrom. 

10. The perpetual right privilege and easement of opeiaiing ite smelter at or near (the mouth of Pine Canyon) 

and of discttarging therBfrom gases, liimes, smoke and any other stitistances as may bs emitlBd Iherafrom, . 

vyithout incum'ng HabllHy to the first parties, as. granted by Easement dated November 0,1908, from D. R. 

GILLISPIE and HANNAH GILLISPIE his wife, to UTAH CONSOLIDATED MINING COMPANY, and recorded 

November 12,1908, as Entry No. 134687, in Book B,at Page 485-6 of Ofttelal Roconjs, 

No examination Is hereby nutde to the present ownership of said easement notloe of dalm, or other 

documente perteining thereto. 

11. The perpetoal right privilege and easement of operating its smelter at or near (the mouth of Pine Canyon) 

and of discharging therefrom gases, ftrmes, smoke and any other substances as may be emtitad therafimn, 

without incurring liability to the first parties, as granted by Easement dated NOVEMBER 9,1908, from 

PETER R. GILLISPIE and LILLIAN S. GILLISPIE his wife, to UTAH CONSOLIDATED MINING COMPANY, 

and recorded NOVEMBER 12,1908, as Entry No. ia46S8, in Book B,at Page 486-7 of Offcial Records. 

ALTA Owners Poltcy 

ScftaduleB(att7;D6) (B.15120JTO».1512IV7)' 
Enti 336032 - Pg 20 of 20 

SCHEDULES 

' (Continued) 

FUe Number. 6-16120 Ppncy Number 74306-77673084 

No examinatton is hereby made to the present ownership of saki easement noHoB of daim, or other 

documente pertaining theivto. 

12. EASEMENT AND CONDITJONS CONTAINED THEREIN: 

Grantor: MIDDLE CANYON IRRIGATION COMPANY of Tooele County, Utah 

Grantee: UTAH WATER AND POWER BOARD 

Purpose: An easement to tttefUO use of the Inigatbri distribution and collection system of ttte 

Middle Canyon IntgaHon Company by which the water of the above deoee is coUeded and put to beneficial 

use. 

DalBd: MAY21,1814 

Recorded: APRIL21.1961 

Entry No.: ' 257822 

Book/Page: 24/560 

Location: . Sedlons 2,11,13,14,21,22,23,26,27.28,35,36, Township 3 South, Range 4 West 

Salt Lake Base and Meridian. SMifions 1, Township 4 South, Range^4 West Salt Lake Base and Meridian, 

and Sections 5,6,8, and 9, Township 4 South, Range 3 West; Salt Lake Base and Meridian. And Spsdal 

Sections 37 and 38, Town8hIp4 South, Range 3 Weet Salt Lake Base and Meridian. 

13. AMMENDMENT TO AGREEMENT 

By and Between: The State of Utah, acting throigh the Board of Water Resources and .Middle Canyon 

Irrigation Company 

Dated: . October 11,1872 

Recoided: November 29,1872 

Entry No.: 299092 

.Bookff>ago: 116/462-5 

14. EASEMENT AND CONDITIONS CONTAINED THEREIN: 

Grantor UNCOLN CULINARY WATER COMPANY 

Grantee: . LOUIS BUZIANIS 

Purpose: To construct maintein, and repair the underground vraiter pjpeiine for the purpose of 

conveying water over, across, through, and under the lands heieinafier described, togettttr with ti e right to 

excavatoandre11Iiditchesanci/ortrenctie3forthelocationofsaidwaterpipe[ine,andthefurtherrtghtto . 

remove trees, bushes, undergrowth and other obstructions interfering with the location, construction, and 

maintenance of said water pipeTine. 

Dated: January 26,1977 

Recorded: February 25,1077 

Entry No.: 317013 

BooWPaga; 146/602 

Locatioa- B«^lnnlng 665 feet Ease and South 42* ^ East 1152 feet from the Southeast comer of . 

the Southwest quarter, Section 26, Township 3 Soufli, Rar^e 4 West Salt Lake Base and Meridian, thence 

ainning North 42''37 West 1152 feet thence running North SIMO" West 2000 feet; thence running North 

38*55' West 1720 feet; thence running North 14°26' West 1030 feet; flienoe running North rosi ' East 1460 

feet to the Pine Canyon water tank. 

15. Vesting as shown is subject to the nsrecording of the Quit Claim Deed which Is recorded as Entry NOw.' . 

260998. due to the fact.that the acknowledgement Is Incorrect 

ALTA Owner's Potlcy 

Schedule B (B/17«}6) ' (&.15120.PFD/W512I3/7)