PURCHASE AND SALE AGREEMENT

Document Sample
PURCHASE AND SALE AGREEMENT Powered By Docstoc
					                                                                                    FORM (9/25/06)




                                  PURCHASE AND SALE AGREEMENT

      This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of the
_____ day of _______________, 20___ (the “Effective Date”) by and between the
Redevelopment Agency of Salt Lake City, a public body (“Agency”), and
      , a Utah limited liability company (“Developer”). The Agency and the Developer are
sometimes collectively referred to herein as the “Parties” or individually as a “Party.”

                                       RECITALS AND BACKGROUND

       WHEREAS, the Agency owns certain property located __________________________,
Salt Lake City, Utah (as more particularly defined below, the “Property”); and

       WHEREAS, the Developer is interested in purchasing the Property for the purpose of
constructing certain improvements thereon (as more particularly defined below, the “Developer
Improvements”), and the Agency is willing to sell the Property to the Developer for such
purpose, on the terms and conditions contained herein;

         NOW, THEREFORE, the Parties hereby agree as follows:

SECTION 1. Definitions

         As used herein, the following terms shall have the meanings respectively indicated:

                 “Agency Deed” means the special warranty deed from the Agency to the
         Developer conveying title to the Property, in the form of Exhibit E attached
         hereto.

                   “Architect” means                                   .

                 “Basic Concept Drawings” means those conceptual drawings and
         elevations, together with a preliminary site plan, depicting the overall plan for the
         Developer Improvements, prepared by the Architect and dated
         ___________________, 20____, a true and correct copy of a set of which the
         Developer has previously provided to the Agency.

               “Closing” means the transfer of title to the Property by the Agency to the
         Developer in accordance with Section 6 below.

69ea6019-f30f-416a-a153-ffd55d95ad42.DOC           1
                   “Closing Date” has the meaning specified in Section 6.2 below.

                 “Construction Contract” means the construction contract between the Developer
         and a licensed contractor to construct the Developer Improvements that has been
         approved by the Agency as provided in Section 2.6 below.

                 “Construction Financing” means the loan obtained by the Developer to finance
         a portion of the costs of the construction of the Developer Improvements.

                 “Covered Parties” means the Agency and its past, present and future
         directors, officers, employees, representatives and agents.

                “Design and Construction Documents” means the Basic Concept
         Drawings, the Schematic Design Drawings, the Design Development Drawings
         and the Final Construction Documents.

                 “Design Development Drawings” has the meaning specified in Section
         3.1 below.

                 “Development Agreement” means the Development Agreement to be entered
         into between the Agency and the Developer in connection with the Closing, in the form
         of Exhibit H attached hereto.

                “Developer Improvements” means the improvements described on
         Exhibit B attached hereto to be constructed by Developer on the Property
         pursuant to the Development Agreement, as may be modified as provided in
         Section 2.7.

                 “Final Construction Documents” has the meaning specified in Section
         3.1 below.

                   “Guaranty” means a guaranty in the form of Exhibit F attached hereto.

                   “Guarantor” means ______________________________.

                 “Hazardous Material” means any substance or material which is defined
         as or included in the definition of “hazardous substances,” “hazardous wastes,”
         “hazardous materials,” “extremely hazardous waste,” “acutely hazardous wastes,”
         “restricted hazardous waste,” “toxic substances,” or “known to cause cancer or
         reproductive toxicity” (or words of similar import), petroleum products (including
         crude oil or any fraction thereof) or any other chemical, substance or material
         which is prohibited, limited or regulated under any federal, state or local law,
         ordinance, regulation, order, permit, license, decree, common law, or treaty now
         or hereafter in force regulating, relating to or imposing liability or standards
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC          2
         concerning materials or substances known or suspected to be toxic or hazardous
         to health and safety, the environment or natural resources.

                 “Material Change” means (i) with respect to retail improvements, an
         increase or decrease in the square footage by more than five percent (5%), (ii)
         with respect to other commercial improvements, an increase or decrease in the
         square footage by more than five percent (5%), (iii) with respect to Housing
         Units, an increase or decrease in the number of Housing Units by more than five
         percent (5%), (iv) with respect to Parking Spaces, an increase or decrease in the
         number of Parking Spaces by more than five percent (5%), and (v) with respect to
         any other element of Developer Improvements listed on Exhibit B, any change
         whatsoever, other than a change that the Executive Director of the Agency agrees
         in writing is an insignificant change.

                “Permitted Exceptions” means those exceptions set forth on Exhibit G
         attached hereto and incorporated herein by this reference.

                “Property” means that certain real property described on Exhibit A
         attached hereto, together with all improvements thereon.

               “Purchase Price” means the payment to be paid by the Developer to the
         Agency for the Property as described in Section 2.2 below.

               “Schedule of Development” means the schedule for completion of the
         Developer Improvements as set forth in Exhibit D.

                   “Schematic Design Drawings” has the meaning specified in Section 3.1
         below.

                 “Site Plan” means the site plan attached hereto as Exhibit C that depicts
         the Property and the Developer Improvements.

                 “Title Commitment” means that certain Commitment for Title Insurance
         issued by the Title Company, effective                    , 20___, with respect
         to the Property for an ALTA Form B-1970 Owner’s Title Policy with extended
         coverage in the amount of the Purchase Price naming the Developer as proposed
         insured.

                   “Title Company” means ____________________________.

SECTION 2. Agreement of Purchase and Sale

       2.1     Sale of the Property. In consideration of and subject to the terms and conditions
contained herein, the Agency hereby agrees to sell the Property to the Developer and the
Developer hereby agrees to purchase the Property from the Agency.
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC         3
        2.2     Purchase Price. The Purchase Price to be paid by the Developer to the Agency for
the Property is the sum of ______________________________ Dollars ($_____________),
payable as provided in Section 6. The Purchase Price shall be net to the Agency, it being
understood that Developer shall have no right or remedy of offset, abatement, or deduction
against the Purchase Price for any reason, including, but not limited to, any reason arising out of
any facts or circumstances regarding the Property, whether discovered in connection with
Developer’s investigation and inspection of the Property or otherwise. The Developer
acknowledges and agrees that it shall not be entitled to any payment of any tax increment created
by the Developer Improvements or to any other reimbursement of any costs of completion of the
Developer Improvements.

        2.3     Earnest Money. Upon the execution of this Agreement, the Developer shall
deposit with the Title Company as earnest money (the “Earnest Money”) the sum of
______________________________ Dollars ($___________). The Title Company shall place
the Earnest Money in an interest bearing account. At the Closing, the Earnest Money and all
interest thereon shall be credited to the Purchase Price.

       2.4    Title. The Developer is purchasing the Property from the Agency subject to the
Permitted Exceptions, and the Developer hereby approves the Title Commitment and the
Permitted Exceptions.

         2.5     Inspection. The Developer shall have the opportunity to fully inspect the Property
and approve the condition of the Property in all respects in the Developer’s sole discretion. For
the purposes set forth in this Section, the Agency hereby grants the Developer a license to
inspect the Property at reasonable times agreeable to the Agency. The Developer shall exercise
its license in such a manner as to protect itself, the Agency and third parties, its and their
employees, representatives and invitees from accidents and injury, exposure to Hazardous
Material and hazardous conditions. The Developer shall be solely responsible for the acts and
omissions of its employees and other persons entering the Property in connection with the license
and for initiating, maintaining and supervising all appropriate safety precautions in connection
with its exercise of the license, and following its inspection, the Developer shall promptly restore
the Property to its prior condition. To the fullest extent permitted by law, the Developer shall
release, indemnify, defend and hold harmless the Covered Parties from any cost, expense,
damage, liability or claim arising out of or in connection with the exercise by the Developer of
the rights conferred under, or a violation of the provisions of this Section, whether or nor such
cost, expense, damage, liability or claim results from (i) property damage or injury to person, or
(ii) the negligence or omission to act of the Covered Parties. If the Developer desires to have the
Property inspected for the presence of Hazardous Material, it shall first inform the Agency in
writing of such desire. Thereafter, the Parties shall meet to discuss how and when such
inspection shall be undertaken.

       2.6     Construction of the Developer Improvements. In the event of a Closing, and in
accordance with the terms of the Development Agreement, the Developer agrees to commence
the construction of the Developer Improvements within three (3) business days after the Closing


69ea6019-f30f-416a-a153-ffd55d95ad42.DOC         4
Date and to complete the Developer Improvements no later than the date specified for
completion in the Schedule of Development.

SECTION 3. Approval of Final Construction Documents and Construction Contract

        3.1     Approval of the Final Construction Documents. It is a condition precedent to the
obligations of the Parties hereunder that the Agency shall have approved the Final Construction
Documents in accordance with the following process:

               (a)          Basic Concept Drawings. The Agency hereby approves the Basic Concept
         Drawings.

                (b)    Schematic Design Drawings. By the time set forth in the Schedule of
         Development, Developer shall prepare and submit to Agency for its approval schematic
         design drawings and related textual documents containing the overall plan for the
         Developer Improvements (the "Schematic Design Drawings"), which shall include the
         following:

                            (i)     A narrative description of the development concept, including the
                   type of construction to be used, a description of the exterior materials to be used,
                   the number of floors of the building(s) and the maximum height in feet above the
                   sidewalk grade, the number of housing units, the location and square footage of
                   floor area devoted to street level retail space, a description, location and square
                   footage of common areas and facilities for use by residents of the condominium
                   housing units, and common areas and facilities for use in connection with the
                   street level retail space, the location and square footage of floor area devoted to
                   mechanical equipment, pedestrian access, vehicular access for residents, visitors
                   and service, the number of parking stalls in the parking facilities, and the location
                   and square footage of any extraordinary facilities or uses to be included as part of
                   the development,

                          (ii)    a presentation site plan which indicates the relationship of the
                   Developer Improvements to the other developments and existing facilities on
                   adjoining property, the exterior common areas and public sidewalks, illustrating
                   the function of each area and the location and dimensions of hardscape and
                   landscape areas,

                           (iii)  exterior concept elevations of street frontage, which clearly
                   identify the massing of the building, the shape of the roof of the building, the
                   height of the building with respect to street frontage, doorways, windows, walls,
                   decorative elements, and ventilation and equipment openings,

                          (iv)     two project sections, one a north/south section and one an
                   east/west section, and

                            (v)       preliminary evaluation of environmental factors such as winter and
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC               5
                summer sun and shade on adjoining properties.

        The Schematic Design Drawings shall be a refinement of and consistent with the
        approved Basic Concept Drawings. If the Schematic Design Drawings comply with the
        requirements of this subsection (b), Agency shall approve them.

        In the event that the Developer desires to include within the Schematic Design Drawings
        any element that reflects a change to what was shown on the approved Basic Concept
        Drawings, at the time they are submitted the Developer must specifically describe such
        element and such change in detail and in writing so that Agency can understand the
        nature of such proposed change. Agency shall not be obligated to approve such new
        element in the Schematic Design Drawings if and to the extent that Agency would not
        have been required to approve such element if it had been included in the Basic Concept
        Drawings originally.

                (c)    Design Development Drawings. By the time set forth in the Schedule of
        Development, Developer shall prepare and submit to Agency for its approval design
        development drawings for the Developer Improvements and related textual documents
        (including a preliminary draft of written specifications) containing the overall plan for the
        Developer Improvements, which shall be sixty percent (60%) or more construction
        documents (the "Design Development Drawings"). At a minimum, the Design
        Development Drawings shall show:

                         (i)      the exterior design of the site and the building,

                         (ii)     samples to Agency of all exterior materials to be used,

                         (iii)    the location of all exterior and surface materials to be used,

                        (iv)    the location of parking areas and pedestrian and vehicular
                circulation areas,

                         (v)      exterior entryways and open spaces,

                       (vi)       the design and location of all windows, doors and service
                entrances,

                         (vii)    the design and location of any canopies, awnings and arcades,

                         (viii)   the shape and the proposed materials for the roof,

                         (ix)     the design and location of service accessways and enclosures,

                         (x)      the design and location of security equipment and features,

                              (xi)     the design, location and screening of trash collection areas,
                    recycling areas, meters, stacks, grills, antennae, exhaust ducts, ventilation
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC                  6
                   equipment and ducts, and mechanical equipment,

                            (xii)     the design and location of exterior signs,

                           (xiii) the design and location of principal and extraordinary features of
                   the building and site,

                            (xiv)     the location and description of pedestrian and exterior lighting,

                          (xv) a detailed landscape plan showing the size and location of all plant
                   materials to be installed in the common areas, the adjacent public sidewalks, and
                   otherwise in connection with the Project, and

                          (xvi) the design and location of both storm water detention and ground
                   water mitigation facilities.

         The Design Development Drawings shall be a refinement of and consistent with the
         approved Schematic Design Drawings. If the Design Development Drawings comply
         with the requirements of this subsection (c), Agency shall approve them.

         In the event that the Developer desires to include within the Design Development
         Drawings any element that reflects a change to what was shown on the approved
         Schematic Design Drawings, at the time they are submitted the Developer must
         specifically describe such element and such change in detail and in writing so that
         Agency can understand the nature of such proposed change. Agency shall not be
         obligated to approve such new element in the Design Development Drawings if and to
         the extent that Agency would not have been required to approve such element if it had
         been included in the Schematic Design Drawings originally.

                (d)     Final Construction Documents. By the time set forth in the Schedule of
         Development, Developer shall prepare and submit to the Agency for its approval the final
         construction documents for the Developer Improvements, which shall include:

                           (i)    all drawings, specifications and related documents necessary for
                   construction and completion of the Developer Improvements in accordance with
                   the requirements of this Agreement and in sufficient detail to obtain a building
                   permit, and

                          (ii)    samples of all exterior materials that the Developer proposes to
                   use (such documents, together with such samples, being referred to herein as the
                   “Final Construction Documents”).

The Final Construction Documents shall be a refinement of and consistent with the approved
Design Development Drawings. If the Final Construction Documents comply with the
requirements of this subsection (d), Agency shall approve them.


69ea6019-f30f-416a-a153-ffd55d95ad42.DOC                7
In the event that the Developer desires to include within the Final Construction Documents any
element that reflects a change to what was shown on the approved Design Development
Drawings, at the time they are submitted the Developer must specifically describe such element
and such change in detail and in writing so that Agency can understand the nature of such
proposed change. Agency shall not be obligated to approve such new element in the Final
Construction Documents Design Development if and to the extent that Agency would not have
been required to approve such element if it had been included in the Design Development
Drawings originally.

         3.2    Preparation of Submissions. All documents shall be in such form and with such
detail, including size and scale, as Agency shall prescribe. During the preparation of such
documents, the Agency and the Developer shall hold progress meetings as needed to coordinate
the preparation of, submission to, and review of such documents by the Agency. The staff of the
Agency and the Developer shall communicate and consult informally as frequently as is
necessary to ensure that the formal submittal of such documents to the Agency can receive
prompt consideration. Provided that the submissions by the Developer are made timely and are
complete, the Agency shall each approve or disapprove the Schematic Design Drawings, the
Design Development Drawings and the Final Construction Documents within the respective
times set forth in the Schedule of Development.

        3.3     Disapprovals. Failure by the Agency to either approve or disapprove any
submission within the time established in the Schedule of Development shall be deemed
disapproval. In the event of a disapproval by the Agency, such disapproval shall specify in
reasonable detail the basis for the disapproval. The Developer, upon receipt of a disapproval,
shall promptly revise such submission and resubmit it the Agency as soon as possible after
receipt of the notice of disapproval.

       3.4    Modifications to the Developer Improvements. In the preparation of the Final
Construction Documents, the Developer may make minor modifications to the Developer
Improvements listed on Exhibit B, so long as no such modification constitutes a Material
Change. The Developer shall provide the Agency with written notice any such minor
modification. The Developer shall not make any Material Change to the Developer
Improvements without the approval of the Agency, which approval may be given or withheld in
the Agency’s sole discretion.

        3.5     Compliance with Applicable Requirements. The Final Construction Documents
shall comply with all applicable laws, codes, ordinances, and regulations including, without
limitation, applicable building codes and requirements of the City (the “Applicable
Requirements”).

       3.6     Assignment to Agency. The Final Construction Documents shall contain a
provision pursuant to which they are contingently assigned to the Agency (permitting the
Agency to assume the position of the Developer in the event of a default by the Developer).

          3.7       Agency Not Liable. The Developer shall be solely responsible for errors and
omissions in the Design and Construction Documents, change orders thereto, and shop drawings
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC         8
and other submittals interpreting them and for their accuracy, suitability, technical adequacy and
compliance with Applicable Requirements. The Agency’s reviews and approvals of all or any
portion of the Design and Construction Documents are solely for the purpose of determining the
general conformance of the Developer Improvements with the original design concept or intent,
and shall not constitute an opinion or agreement by the Agency that the Developer Improvements
are structurally or otherwise sufficient or that the Design and Construction Documents are
accurate or in compliance with Applicable Requirements, nor shall such approval impose any
present or future liability on the Agency or waive any of the Agency’s rights hereunder. The
Developer shall be solely responsible for structural and other defects in the Developer
Improvements and compliance with all building codes and other laws and requirements of
governmental authorities.

         3.8     Approval of the Construction Contract. It is a condition precedent to the
obligations of the Parties hereunder that the Agency shall have approved the Construction
Contract. The Agency shall not unreasonably withhold its approval of the Developer’s proposed
Construction Contract so long as it contains provisions pursuant to which (a) the contractor
agrees to construct the Developer Improvements in accordance with the Final Construction
Documents for a fixed price within the budget contemplated by the Construction Financing,
(b) the Agency is named as an indemnified party in accordance with paragraphs 3.18.1 and
10.1.4 of the standard AIA A-201 (1987) General Conditions, (c) the Agency is named as
additional named insured on the general liability insurance policy and comprehensive automobile
liability policy of the contractor, (d) the contractor agrees to commence and complete the
Developer Improvements by dates that are consistent with the Schedule of Development, (e) the
Agency is specified as an intended third party beneficiary, (f) all warranties made by the
contractor are made to both the Agency and the Developer, (g) all change orders and
construction change directives which increase or decrease the contract price by $25,000 or more,
on an individual basis, or by $50,000 or more, cumulatively, and which change anything
contained in the Final Construction Documents, must be signed by both the Agency and the
Developer, and (h) the Construction Contract is contingently assigned to the Agency (permitting
the Agency to assume the position of the Developer in the event of a default by the Developer
under the Development Agreement). The Developer shall allow the Agency at least ten business
days to review its proposed Construction Contract.

SECTION 4. Developer’s Conditions Precedent

       4.1     Conditions. The Developer’s obligation to purchase the Property is subject to the
Developer’s satisfaction or waiver, at no expense or liability to the Agency and within the time
periods specified, of the following conditions:

                 (a)      Inspection. The Developer shall have determined that the Property is
         satisfactory for its purposes. The Developer must give notice to the Agency no later than
         the date that is 30 days after the Effective Date that such condition is either satisfied or
         not satisfied. If the Developer gives notice that such condition is not satisfied or if the
         Developer gives no notice within 30 days after the Effective Date, then this Agreement
         shall terminate and neither Party shall have any further obligations or liability to the other

69ea6019-f30f-416a-a153-ffd55d95ad42.DOC           9
         Party.

                 (b)    Governmental Approvals. The Developer shall have determined that it
         has obtained [describe all necessary governmental approvals that are discretionary].
         The Developer must give notice to the Agency no later than the date that is __ days after
         the Effective Date that such condition is either satisfied or not satisfied. If the Developer
         gives notice that such condition is not satisfied or if the Developer gives no notice within
         ___ days after the Effective Date, then this Agreement shall terminate and neither Party
         shall have any further obligations or liability to the other Party.

                 (c)    Agency’s Performance. The Agency shall not be in material breach of its
         obligations under this Agreement.

                (d)     Litigation. No litigation, arbitration, governmental administrative
         proceeding or investigation prohibiting the Agency from conveying the Property to the
         Developer or restricting the Agency’s ability to perform its obligations under this
         Agreement, shall be pending or threatened as of the Closing Date.

                (e)    Final Construction Documents. The Agency shall have approved the Final
         Construction Documents pursuant to Section 3.1 above.

                (f)    Construction Contract. The Agency shall have approved the Construction
         Contract pursuant to Section 3.8 above.

                (g)    Construction Financing. The Agency shall have approved the
         Construction Financing pursuant to Section 5.1(c) below.

                (h)     Representations and Warranties. All representations and warranties of the
         Agency shall be true and correct as of the date made and as of the Closing Date with the
         same effect as if though the representations and warranties were made as of the Closing
         Date.

        4.2     Failure of a Condition; No Obligation of Agency. Except for Section 4.1(b), the
Agency does not guaranty, warrant or represent that any of the conditions set forth in this Section
shall be or can be satisfied. Furthermore, the Agency shall incur no liability or expense in
connection with the Developer’s ability or inability to satisfy any of such conditions, nor shall
the Agency be obligated to take any action. The Developer agrees that any expenditure,
commitment or other action taken by it pursuant to this Agreement or prior to its execution of
this Agreement, or otherwise in contemplation of the Closing, is taken at its own risk, and no
such expenditure, commitment or action shall obligate the Agency to incur any liability to the
Developer or any third party, which the Developer expressly indemnifies the Covered Parties
against.

       4.3     Notice of Termination Failure of a Condition. In the event that the Developer
does not give notice to the Agency that the condition specified in each of Section 4.1(a) and
Section 4.1(b) has been satisfied or waived by the Developer by the date specified, then this
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC          10
Agreement shall terminate, the Earnest Money shall be delivered to Agency and neither Party
shall have any further obligations or liability to the other Party.

        4.4     Reports. In the event the transaction contemplated herein fails to close for any
reason, at the request of the Agency, the Developer shall deliver to the Agency, at no cost to the
Agency, copies of all studies and reports prepared in connection with this transaction or
otherwise pertaining to the Property whether such studies and reports were prepared for or on
behalf of the Developer, the Agency or any third party.

SECTION 5. Agency’s Conditions Precedent

       5.1     Conditions. The Agency’s obligation to sell the Property is subject to the
Agency’s satisfaction or waiver, at no expense or liability to the Developer and within the time
periods specified, of the following conditions:

                (a)    Final Construction Documents. The Agency shall have approved the Final
         Construction Documents pursuant to Section 3.1 above.

                (b)    Construction Contract. The Agency shall have approved the Construction
         Contract pursuant to Section 3.8 above.

                (c)     Construction Financing. The Agency shall have determined that the
         Developer has provided adequate written assurances to the Agency that the Construction
         Financing will be sufficient to allow the timely completion of the Developer
         Improvements, such determination not to be unreasonably withheld.

                (d)      Requirements under the Development Agreement. The Developer shall
         have provided written evidence to the Agency that the Developer has satisfied all of the
         conditions set forth in Article 2 of the Development Agreement required for the
         commencement of the construction of the Developer Improvements.

                 (e)    Developer’s Performance. The Developer shall not be in default of its
         obligations under this Agreement.

                 (f)     Litigation. No litigation, arbitration, governmental administrative
         proceeding or investigation prohibiting the Agency from conveying the Property to the
         Developer or restricting the Agency’s ability to perform its obligations under this
         Agreement, which the Agency believes is likely to result in the Agency not prevailing,
         shall be pending or threatened as of the Closing Date; provided, however, that if the
         Agency believes such matter may be resolved by subsequent action by the Agency to
         correct an alleged procedural defect, the Agency shall use reasonable efforts to correct
         such defect in a timely manner; provided, further, that in the event the Agency is
         undertaking to correct any such default, the Outside Closing Date shall be extended a
         reasonable period of time to allow such correction to be completed.

                   (g)      Representations and Warranties. All representations and warranties of the
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC            11
         Developer shall be true and correct as of the date made and as of the Closing Date with
         the same effect as if though the representations and warranties were made as of the
         Closing Date.

        5.2    Notice of Termination Failure of a Condition. In the event that each of the
conditions specified in Subsections 5.1(a), (b), (c) and (d) has not been satisfied or waived by the
Agency by the date that is three business days prior to the Outside Closing Date, then this
Agreement shall terminate, the Earnest Money shall be returned to Developer and neither Party
shall have any further obligations or liability to the other Party.

SECTION 6. Closing

        6.1    Title Company. Following the execution of this Agreement, the Agency shall
open an escrow with the Title Company. A copy of this Agreement shall be provided to the Title
Company to advise the Title Company of the terms and conditions hereof. Prior to Closing, the
Developer and the Agency shall give separate written closing instructions to the Title Company
(with a copy sent concurrently to the other Party) which instructions shall be consistent with the
provisions of this Agreement.

       6.2      Outside Closing Date. The Closing hereunder shall take place on a date (the
“Closing Date”) that is on or before __________________, 20_____ (the “Outside Closing
Date”). If for any reason other than the Agency’s default hereunder, the Closing does not occur
on or before the Outside Closing Date, this Agreement shall automatically terminate on such date
and the Agency shall retain the Earnest Money.

        6.3     Prorations. Normal prorations of taxes and related items shall be made at
Closing. If the Closing shall occur before the tax rate is fixed for the then current year, the
proration of taxes shall be based upon taxes for the prior year and adjusted for the year of
Closing within a reasonable time after they become finally determined for such year.

        6.4     Costs. The Agency shall pay the cost of recording the Agency Deed conveying
the Property from the Agency to the Developer. Any escrow fees and additional recording fees
shall be paid equally by the Parties. The Agency shall pay the cost of the premium for a standard
form owner’s policy of title insurance. If the Developer elects extended coverage, the Developer
shall pay the difference between the title insurance premium for standard coverage and the title
insurance premium for extended coverage. The Developer shall pay the costs of any
endorsements requested by the Developer. In addition, if the Closing does not occur as a result
of any reason other than the Agency’s failure to perform, the Developer shall pay cancellation
charges in connection with the Title Commitment. The Agency shall deliver all affidavits and
indemnifications against mechanic’s and materialmen’s and other similar liens requested by the
Title Company to eliminate the standard printed mechanic’s lien exception from the standard
owner’s policy of title insurance.




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC         12
        6.5     Items to be Delivered by Agency at the Closing. At the Closing, the Agency shall
deliver to the Developer each of the following items:

               (a)    The Agency Deed, duly executed and acknowledged by the Agency, and
       in form for recording, conveying, fee simple title to the Property to the Developer,
       subject only to the Permitted Exceptions.

               (b)    A standard owner’s title policy.

               (c)    The Development Agreement.

              (d)    Such other documents as the Agency has executed at or prior to the
       Closing Date in accordance with this Agreement.

        6.6     Items to be Delivered by Developer at the Closing. At the Closing, the Developer
shall deliver, or cause to be delivered, to the Agency each of the following items:

               (a)    The balance of the Purchase Price in immediately available funds plus the
       Developer’s share of Closing costs and prorations, as provided in this Section less all
       costs, expenses and prorations to be paid by the Agency.

               (b)    The Agency Deed, duly executed and acknowledged by the Developer.

             (c)      The Development Agreement, duly executed and acknowledged by the
       Developer.

               (d)    The Guaranty executed by the Guarantor.

              (e)    Such other documents as the Developer has executed at or prior to the
       Closing Date in accordance with this Agreement.

      6.7     Possession. Possession of the Property shall be delivered to the Developer by the
Agency at Closing.

SECTION 7. Other Provisions

        7.1    Representations of Developer. The Developer represents and warrants, as of the
date this Agreement is fully executed and as of the Closing Date, that the Developer has taken all
action required by law, and all required action under its governing documents necessary to
authorize the Developer to enter into this Agreement and to carry out its obligations hereunder.

          7.2       No Representations as to the Property. The Developer acknowledges that the
Developer has conducted (or will conduct pursuant to Section 2.5) such investigations and
inspections of the Property as it desires. The Developer hereby affirms that the Agency, its
agents, employees and/or attorneys have not made, nor has the Developer relied upon any
representation, warranty or promise with respect to the Property or any other subject matter of
this Agreement except as expressly set forth in this Agreement and/or the Agency Deed,
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC            13
including, without limitation, any warranties or representations, express or implied, as to the
general plan designation, zoning, value, use, tax status or physical condition of the Property, or
improvements thereon, or any part thereof, including but not limited to the flood elevations,
drainage patterns and soils and subsoils composition and compaction level, and other conditions
at the Property, or the existence or non-existence of Hazardous Material on or under the Property
or adjacent property, or as to the accuracy of any boundary survey or other survey or any soils
reports or other plans or reports therefor. Without limiting the generality of the foregoing, and
except for the warranties and covenants set forth in the Agency Deed, the Developer is
purchasing the Property from the Agency in an “AS IS”, “WHERE IS” CONDITION, SUBJECT
TO “ALL FAULTS”, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT
DEFECTS, AND THE EXISTENCE OF HAZARDOUS MATERIAL. EXCEPT AS
OTHERWISE PROVIDED IN THE AGENCY DEED, THE DEVELOPER HEREBY WAIVES
ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE TITLE, CONDITION
AND USE OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

       7.3     Developer’s Release and Indemnity. The Developer hereby indemnifies, holds
harmless and agrees to defend the Covered Parties from and against all claims, damages,
expenses (including, without limitation, reasonable attorneys’ fees and reasonable investigative
and discovery costs), liabilities and judgments on account of injury to persons, loss of life, or
damage to property occurring on the Property and/or incurred as a result of or arising out of:

                  (a)     with respect to events occurring during the period from the date of this
         Agreement through the completion of the Developer Improvements under the
         Development Agreement: (i) the active or passive negligence or willful conduct of the
         Developer, and its agents, servants and employees, (ii) the breach of any of the
         Developer’s obligations hereunder, and (iii) any necessary or appropriate investigation,
         repair, cleanup, remediation or detoxification of the Property and other affected property
         and the preparation of any corrective action, closure or other required plans or reports, to
         the full extent that such actions are alleged to be attributable, directly or indirectly, to the
         presence or use, generation, storage, release, threatened release, or disposal of Hazardous
         Material by Developer or its agents and relate to or involve the Property, and

                (b)    with respect to events occurring during the period from the Closing Date
         through the completion of the Developer Improvements under the Development
         Agreement, the condition and use of the Property.

        7.4     Commissions. [Except _______________________________], the Agency and
the Developer represent that neither Party has entered into any written contracts with any brokers
or finders nor obligated themselves to pay any real estate commissions or finders’ fees on
account of the execution of this Agreement or the close of the transaction contemplated hereby.
Based on such representations, the Developer and the Agency hereby agree to indemnify and
hold each other harmless from any claims, damages, expenses, liabilities, liens or judgments
(including costs, expenses and attorneys’ fees in defending the same) which arise on account of
any claim made against the indemnifying party that real estate commissions or finders’ fees

69ea6019-f30f-416a-a153-ffd55d95ad42.DOC            14
(including those identified above) are payable and have not been discharged in their entirety.

        7.5      Confidentiality. The Agency is concerned about the confidentiality of any
environmental inspections and resulting reports. The results of the Developer’s inspections
relating to Hazardous Material, shall be initially orally reported to the Developer and the Agency
or their respective attorneys by the Developer’s consultants. Such reports shall be reduced to
writing and marked “draft”. The Developer shall deliver to the Agency as soon as they are made
available to the Developer, copies of all reports and analyses prepared or used in connection with
the Developer’s environmental inspection of the Property. No information or contents of any
environmental reports or analyses (verbal or written), nor the results of any inspection of the
Property for Hazardous Material shall be disclosed by the Developer or its agents, consultants or
employees to any third party without the Agency’s prior written approval, unless and until the
Developer is legally compelled to make such disclosure under applicable law, or until the
Developer completes its purchase of the Property pursuant to this Agreement. In the event the
Developer determines that it is legally compelled to disclose such information, it shall first notify
the Agency of the circumstances requiring such disclosure and, to the extent the Developer
believes it may do so without liability or damage to reputation, refrain from such disclosure for
the maximum period of time allowed by law so that the Agency may procure a protective order
or take other action to protect the confidentiality of the information. The Developer shall notify
its agents, employees and consultants of the need to comply with the terms of this Section. If
this Agreement is terminated for any reason, the Developer shall immediately deliver to the
Agency any and all documents, plans and other items furnished to the Developer, the
Developer’s consultants or the Agency or any reports or analyses obtained pursuant to this
Section, without retaining copies thereof. All studies, data, reports, analyses, writings and
communications, including any environmental studies or reports, shall be generated by any
consultant for the use of the Developer’s and the Agency’s attorneys and, to the fullest extent
permitted by law, shall be the work product of both the Developer’s and the Agency’s respective
attorneys and shall constitute confidential attorney-client communications and each Party shall
use its best efforts to ensure that such confidence and privilege is maintained.

        7.6     Condemnation. If any material portion of the Property is condemned or access
thereto is taken prior to the Closing Date, and the Developer reasonably concludes that the taking
renders the Property unsuitable for the development contemplated by the Development
Agreement and the Developer so notifies the Agency in writing promptly after learning of such
condemnation action, then this Agreement shall terminate. If this Agreement is not terminated
pursuant to the preceding sentence, the Purchase Price shall not be affected, it being agreed that
if the award is paid prior to the Closing Date, such amount shall be held in escrow and delivered
to the Developer at the Closing, and if the award has not been paid before the Closing Date, then
at the Closing Agency shall assign to the Developer all of its right, title and interest with respect
to such award.

       7.7     § 1031 Exchange. The Developer may acquire the Property by a tax free
exchange under § 1031 of the Internal Revenue Code. In connection therewith, Agency agrees
to execute such documents as are reasonably necessary or appropriate and to otherwise cooperate
with the Developer to effectuate such exchange; provided Agency and Agency’s representatives
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC         15
shall have a reasonable opportunity to review such documents prior to Closing and the Developer
agrees to pay Agency’s reasonable legal fees for such review. The Developer hereby
indemnifies and holds the Covered Parties free and harmless from any liability (including, but
not limited to the tax ramification to the Developer of such tax free exchange) arising by reason
of performing the acts required hereby to effectuate such exchange, except insofar as any such
liability is attributable to the failure of Agency to perform as required hereunder. Agency shall
not take title to or otherwise assume any liability with respect to the property to be exchanged
with the Property.

        7.8      Earnest Money. IN THE EVENT THE CONDITIONS PRECEDENT
DESCRIBED IN ARTICLES 4 AND 5 HEREIN HAVE BEEN SATISFIED OR WAIVED,
AND DEVELOPER FAILS TO CLOSE THE TRANSACTION AS PROVIDED FOR HEREIN,
IT IS AGREED THAT THE AGENCY SHALL RETAIN THE EARNEST MONEY, AND
ANY INTEREST THEREON, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY,
WHICH SUM REPRESENTS A REASONABLE ENDEAVOR BY THE PARTIES HERETO
TO ESTIMATE A FAIR COMPENSATION FOR THE FORESEEABLE LOSSES WHICH
MIGHT RESULT FROM SUCH A BREACH, IT BEING UNDERSTOOD THAT THE
AMOUNT OF ACTUAL DAMAGES WOULD BE EXTREMELY DIFFICULT,
IMPRACTICABLE OR IMPOSSIBLE TO ASCERTAIN. SUCH LIQUIDATED DAMAGES
SHALL BE THE AGENCY’S SOLE AND EXCLUSIVE RIGHT AND REMEDY AGAINST
DEVELOPER AS A RESULT OF DEVELOPER’S FAILURE TO PURCHASE THE
PROPERTY. The Agency hereby waives any right to seek specific performance or to recover
any other damages or sums from the Developer; provided, however, this Section applies only to
a default of the Developer in its obligation to complete the acquisition of the Property and in no
way limits the Developer’s potential liability for attorney’s fees or for the indemnity obligations
set forth in this Agreement, or for the breach of other agreements except the agreement to close.

        7.9     Agency Default. If Agency defaults under this Agreement and does not cure
such default within ten (10) days after written notice thereof from the Developer, Developer
shall, as the Developer’s sole alternative remedies, elect to either (a) accept from Agency a sum
equal to the Earnest Money Deposit as liquidated damages, or (b) seek specific performance. In
no event shall the Agency be liable to the Developer for any damages (other than the liquidated
damages referred to in Subsection (a) of the foregoing sentence).

SECTION 8. General Provisions

        8.1     Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be given by (a) Federal Express (or other established express
delivery service which maintains delivery records), (b) hand delivery, or (c) certified or
registered mail, postage prepaid, return receipt requested, to the Parties at the following
addresses, or such other addresses as the Parties may designate from time to time by written
notice in the above manner:

         To Agency:                   REDEVELOPMENT AGENCY OF SALT LAKE CITY
                                      451 South State Street, Room 418

69ea6019-f30f-416a-a153-ffd55d95ad42.DOC         16
                               Salt Lake City, Utah 84111
                               Attn: Executive Director

       To Developer:           _________________________________________
                               _________________________________________
                               _________________________________________

Such communications may also be given by facsimile transmission, provided any such
communication is concurrently given by one of the above methods. Notices shall be deemed
effective upon the receipt, or upon attempted delivery thereof if the delivery is refused by the
intended recipient or if delivery is impossible because the intended recipient has failed to provide
a reasonable means of accomplishing delivery. Upon at least ten days prior written notice, each
Party shall have the right to change its address to any other address within the United States of
America.

        8.2    References. All references to “Article,” “Articles,” “Section,” or “Sections”
contained herein are, unless specifically indicated otherwise, references to Articles and Sections
of this Agreement.

       8.3     Exhibits. All references to “Exhibits” contained herein are references to exhibits
attached hereto, all of which are made a part hereof for all purposes.

       8.4     Captions. The captions, headings, and arrangements used in this Agreement are
for convenience only and do not in any way affect, limit, amplify, or modify the terms and
provisions hereof.

       8.5     Number and Gender of Words. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and words of any gender shall include each
other gender where appropriate.

        8.6    Attorney’s Fees. In the event a Party commences a legal proceeding to enforce
any of the terms of this Agreement, the prevailing Party in such action shall have the right to
recover reasonable attorneys’ fees and costs from the other Party to be fixed by the court in the
same action. The term “legal proceedings” as used above shall be deemed to include appeals
from a lower court judgment and it shall include proceedings in the Federal Bankruptcy Court,
whether or not they are adversary proceedings or contested matters.

        8.7     Governing Law. This Agreement is intended to be performed in the State of
Utah, and the laws of such State shall govern the validity, construction, enforcement and
interpretation of this Agreement, unless otherwise specified herein.

       8.8     Amendments. This Agreement may be amended or supplemented only by an
instrument in writing, executed by both the Agency and the Developer.

          8.9       Invalid Provisions. Except as otherwise provided in the next sentence, if any
provision of this Agreement is held to be illegal, invalid, or unenforceable under present or
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC            17
future laws, such provision shall be fully severable, and this Agreement shall remain in full force
and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement, but the parties shall equitably resolve and negotiate the effect of
such deletion. In the event that either the provision relating to the Agency’s obligation to convey
the Property or the Developer’s obligation to pay the Purchase Price is held to be illegal, invalid,
or unenforceable under present or future laws, this Agreement shall be null and void.

       8.10 Multiple Counterparts. This Agreement may be executed in a number of identical
counterparts. If so executed, each of such counterparts is to be deemed an original for all
purposes, and all such counterparts shall, collectively, constitute one agreement, but, in making
proof of this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.

        8.11 Further Acts. In addition to the acts and deeds recited herein and contemplated to
be performed, executed and delivered by the Agency and the Developer, the Agency and the
Developer agree to perform, execute and deliver or cause to be performed, executed, and
delivered at the Closing or after the Closing any and all such further acts, deeds and assurances
as may be reasonably necessary to consummate the transactions contemplated hereby.

        8.12 Survival. All indemnities, covenants, representations and warranties contained
herein shall survive the termination of this Agreement, Closing, the delivery of the Agency
Deed, and the acquisition of the Property by the Developer.

       8.13 Conflict of Interests. No member, official or employee of the Agency shall have
any direct or indirect interest in this Agreement, nor participate in any decision relating, to the
Agreement which is prohibited by law.

        8.14 Warranty Against Payment of Consideration for Agreement. The Developer
represents and warrants that neither it nor any of its members, managers, employees or officers
has: (1) provided an illegal gift or payoff to Salt Lake City (“City”) or an Agency officer or
employee or former City or Agency officer or employee, or his or her relative or business entity;
(2) retained any person to solicit or secure this contract upon an agreement or understanding for a
commission, percentage, brokerage or contingent fee, other than bona fide employees or bona
fide commercial selling agencies for the purpose of securing business; (3) knowingly breached
any of the ethical standards set forth in the City’s conflict of interest ordinance, Chapter 2.44,
Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not
knowingly influence, a City officer or employee or former City officer or employee to breach
any of the ethical standards set forth in the City’s conflict of interest ordinance, Chapter 2.44,
Salt Lake City Code.

        8.15 Nonliability of Agency Officials and Employees. No member, official or
employee of the Agency shall be personally liable to the Developer, or any successor in interest,
in the event of any default or breach by the Agency or for any amount which may become due to
the Developer or successor or on any obligation under the terms of this Agreement.


69ea6019-f30f-416a-a153-ffd55d95ad42.DOC         18
                                 [Remainder of Page Intentionally Left Blank]




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC             19
       IN WITNESS WHEREOF, the Parties have caused this Purchase and Sale Agreement to
be duly executed as of the date first written.


                             AGENCY:

                                      REDEVELOPMENT AGENCY OF SALT LAKE CITY

                                                    By
                                                     Ross C. Anderson
                                                     Its Chief Administrative Officer

                                                    By
                                                      David J. Oka
                                                      Its Executive Director

Approved as to legal form:

Jones, Waldo, Holbrook & McDonough, P.C.


By__________________________



                            DEVELOPER:

                                      ___________________________________, L. L.C.,



                                            By
                                            Name:
                                            Its:




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC              20
                                       ESCROW AGENT ACCEPTANCE

       The Real Property Purchase and Sale Agreement (the “Agreement”), and the Deposit, are
accepted and the Escrow is opened this       day of                        2006. Escrow Agent
hereby agrees to act as the Escrow Agent as defined in the Agreement and to perform its duties
in accordance with the provisions of the Agreement. Further, Escrow Agent agrees to act as “the
person responsible for closing” the Purchase and Sale Transaction within the meaning of Section
6045(a) of the Internal Revenue Code of 1986, as amended, and to file all forms and returns
required thereby.

                            ESCROW AGENT: _________________________________

                                                By:    _____________________________

                                                Name: _____________________________

                                                Title: _____________________________




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC          21
                                                                                     EXHIBIT A


                                           Legal Description of Property


That certain real property located in Salt Lake County, Utah more particularly described as
follows:




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC        Exhibit A – Page 1
                                                                                          EXHIBIT B
                                   Description of Developer Improvements



                                              [EXAMPLE]
(a)      A first-class four-story office/retail building located on the corner of 500 West and 200
         South Streets which includes approximately 60,000 square feet of leaseable space,
         consistent with the plans approved by the Salt Lake City Planning Commission on
         February 22, 2006.

(b)      A second one-story office/retail building located at the corner of Rio Grande and 200
         South Streets which includes approximately 3,000 square feet of leaseable space
         consistent with the plans approved by the Salt Lake City Planning Commission on
         February 22, 2006.

(c)      Parking for the project as follows:

                  approximately 30 surface parking on the site and
                  access to not less than 180 parking stalls in the existing underground parking
                   facilities constructed as part of the Phase I Gateway Associates project.

(d)      Curbs, gutters and sidewalks along Rio Grande Street. These improvements shall be
         approved by the City prior to final approval by the Agency.

(e)      Landscaping or other beautification and amenities located on the Property as required by
         the City.

(f)      Exterior materials shall be similar in quality and color as used in the Phase I of the
         Gateway Associates development located to the east and north of the new development
         and approved by the Board of Directors of the Agency.




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC   Exhibit B – Page 1
                                                                EXHIBIT C

                                                   Site Plan




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC   Exhibit C – Page 1
                                                                                      EXHIBIT D

                                           Schedule of Development




                         Requirement                             Section        Outside Date
                                                                Reference
Developer to submit to Agency for its approval the                3.1(b)    _________ 1, 2006
proposed Schematic Design Drawings

Agency to approve or disapprove the Schematic                    3.1(b)     Within __ business
Design Drawings                                                             days after receipt of
                                                                            complete submission
Developer to submit to Agency for its approval the                3.1(c)    _________ 1, 2006
proposed Design Development Drawings

Agency to approve or disapprove the Design                        3.1(c)    Within __ business
Development Drawings                                                        days after receipt of
                                                                            complete submission
Developer to submit to Agency for its approval the               3.1(d)     _________ 1, 2006
proposed Final Construction Documents
Agency to approve or disapprove the Final                        3.1(d)     Within __ business
Construction Documents                                                      days after receipt of
                                                                            complete submission
Outside Closing Date                                                 6.2    ___________, 2006


Commencement of construction of Developer                            2.8    Within three business
Improvements                                                                days after the Closing
                                                                            Date
Completion of the Developer Improvements and                         2.8    ___________, 2007
issuance of certificate of occupancy




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC   Exhibit D – Page 1
                                                                                    EXHIBIT E


                                           Form of Special Warranty Deed


RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

REDEVELOPMENT AGENCY OF SALT LAKE CITY
Room 418, City and County Building
451 South State Street
Salt Lake City, Utah 84111
Attention: Executive Director

Sidwell Nos.


                              SPECIAL WARRANTY DEED AND
                             RIGHT OF REVERTER AGREEMENT

        THIS SPECIAL WARRANTY DEED AND RIGHT OF REVERTER AGREEMENT
(this “Deed”), is made as of the ___ day of _______, 2006, by and between the Redevelopment
Agency of Salt Lake City (the “Grantor”), acting herein pursuant to the Redevelopment Agencies
Act (the “Act”), and ________________________________, L.L.C., a limited liability company
(the “Grantee”):

        For and in consideration of Ten Dollars and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Grantor does, by this Deed,
CONVEY AND WARRANT to the Grantee, against all claiming by, through or under it that
certain real property situated in Salt Lake City, Salt Lake County, Utah more particularly
described in Exhibit “A” attached hereto (the “Property”), subject to the exceptions to title set
forth in Exhibit “B” attached hereto; provided, however, that this Deed is made and executed
upon and is subject to the following express covenants and conditions subsequent, and the
Grantee hereby binds itself and its successors, assigns, grantees, and lessees thereto, such
covenants and conditions being a part of the consideration for the Property hereby conveyed and
are to be taken and construed as running with the land, and upon the continued observance of
each of which the continued existence of the estate hereby granted shall depend until such
covenants terminate, and until such conditions are satisfied, as provided hereafter in this Deed:

      FIRST: The Grantee shall develop the Property only in accordance with the Development
Agreement between the Grantor and the Grantee dated on or about the date hereof (as may be
amended from time to time in the future, the “Development Agreement”). Capitalized terms in

                                              Exhibit E – Page 1
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
this Deed, except as otherwise defined in this Deed, shall have the meanings set forth in the
Development Agreement.

         SECOND: The Grantee shall pay real estate taxes or assessments on the Property when
due.

       THIRD: The Grantee shall not create any encumbrance or lien on the Property except as
permitted in the Development Agreement and shall not suffer any levy or attachment to be made
or any other encumbrance or lien to attach.

       FOURTH: The Grantee shall commence the construction of the Developer Improvements
on the Property in accordance with the Development Agreement and shall prosecute diligently
the construction of the Developer Improvements to completion in accordance with the
Development Agreement.

        FIFTH: Except as otherwise provided in the Development Agreement, the Grantee shall
not, and shall have no power to, convey the Property or any part thereof except to a mortgagee or
trustee under a mortgage or deed of trust permitted by the Development Agreement.

         SIXTH: The Grantee agrees for itself and any successor in interest not to discriminate
against or segregate any person or group of persons on any unlawful basis in the sale, lease,
rental, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or any part thereof
or of any Developer Improvements erected or to be erected thereon or any part thereof.

Additionally, the Grantee agrees that it shall not obtain any grants, financing, subsidy or other
inducements that would require it to discriminate against any person or group of persons on the
basis of income or source of income in connection with the sale, lease, rental, sublease, transfer,
use, occupancy, tenure or enjoyment of the Property hereby conveyed or any part thereof or of
any Developer Improvements erected or to be erected thereon or any part thereof.

       The covenants and agreements contained in the covenants numbered FIRST through
SIXTH shall terminate with respect to the Property on the date the Grantor issues a Certificate of
Completion in recordable form as provided in the Development Agreement, provided that the
termination of the covenant numbered SECOND shall in no way be construed to release the
Grantee from its obligation to pay real estate taxes or assessments on the Property.

        In case of the breach or violation of any one of the covenants numbered FIRST through
SIXTH at any time prior to the termination thereof as provided above, and in case such breach or
such violation shall not be cured in the manner and within the times and after such notices as are
required by the Development Agreement, then upon a sixty (60) day notice to the Grantee and to
one other entity as provided below, which notice shall state in detail the nature of the default and
the actions required to be taken to cure the default, and failure by the Grantee or such other entity
to cure the breach within such sixty (60) day period (plus, in the event of a non-monetary default,
such additional time as may reasonably be required to effect a cure), all estate conveyed under
this Deed shall cease and terminate, and title in fee simple to the same shall revert to and become
                                     Exhibit E – Page 2
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
revested in the Grantor, and such title shall be revested fully and completely in it, and the
Grantor, shall be entitled to and may of right enter upon and take possession of the Property,
provided that, in the event that title to the Property shall revest in the Grantor in accordance with
the provisions of this Deed:

         (1)       Any such revesting of title to the Grantor shall always be subject to and limited
                   by, and shall not defeat, render invalid or limit in any way:

                   (A)      the lien of any mortgage or deed of trust permitted by the Development
                            Agreement; and

                   (B)      any rights or interests for the protection of the trustee of any such deed of
                            trust or the holder of any such mortgage; and

         (2)       The Grantor shall use its reasonable efforts to resell the Property with amounts
                   secured by such authorized liens paid in full in connection with such sale, to a
                   qualified and responsible party or parties as determined by the Grantor, who will
                   assume the obligation of making or completing the Developer Improvements or
                   such other improvements in their stead as shall be satisfactory to the Grantor.
                   Upon such resale of the Property, the proceeds thereof shall be applied:

                          First, to pay and discharge any loan secured by a mortgage or deed of trust
                   permitted by the Development Agreement, if any.

                           Second, to reimburse the Grantor, on its own behalf, or on behalf of Salt
                   Lake City, for all costs and expenses of the Grantor incident to the sale and/or
                   conveyance of the Property, for all costs and expenses incurred by the Grantor,
                   including but not limited to salaries to personnel, in connection with the exercise
                   of the Grantor’s rights hereunder and in the management and resale of the
                   Property (but less any income derived by the Grantor from the Property in
                   connection with such management); all taxes, assessments, and water, sewer and
                   other utility charges with respect to the Property; any payments made or necessary
                   to be made to discharge any existing encumbrances or liens, or prevent from
                   attaching or being made any subsequent encumbrances or liens due to obligations,
                   defaults or acts of the Grantee or any expenditures made or obligations incurred
                   with respect to the making or completion of the Developer Improvements or any
                   part thereof on the Property or portion thereof; and any amounts otherwise owing
                   the Grantor by the Grantee; and

                          Third, to reimburse the Grantee up to the amount equal to the sum of (1)
                   the purchase price paid to the Grantor by the Grantee for the Property (or
                   allocable to the portion thereof); (2) the reasonable costs incurred for the
                   Developer Improvements existing on the Property, or the portion thereof, at the
                   time of the reentry and repossession; less (3) any gains or income withdrawn or
                   made by the Grantee from the Property or the improvements thereon.
                                        Exhibit E – Page 3
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
Any balance remaining after such reimbursement shall be retained by the Grantor.

        The Grantor shall be deemed a beneficiary of covenants and conditions numbered FIRST
through SIXTH, and such covenants and conditions shall run in favor of the Grantor for the
entire period during which such covenants and conditions shall be in force and effect, without
regard to whether the Grantor is or remains an owner of any land or interest therein to which
such covenants or conditions relate. As such a beneficiary, the Grantor, in the event of any
breach of any such covenant or conditions, shall have the right to exercise all the rights and
remedies, and to maintain any actions at law or suits in equity or other proper proceedings to
enforce the curing of such breach, to which beneficiaries of such covenants and conditions may
be entitled.

      IN WITNESS WHEREOF, the Grantor and the Grantee have caused this Special
Warranty Deed to be duly executed as of the date first above written.


                            GRANTOR

                                      REDEVELOPMENT AGENCY OF SALT LAKE CITY



                                           By:
                                                 Ross C. Anderson
                                                 Its Chief Administrative Officer



                                           By:
                                                 David J. Oka
                                                 Its Executive Director

Approved as to legal form:

Jones, Waldo, Holbrook & McDonough, P.C.



By:_________________________




                                            Exhibit E – Page 4
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
                                                    GRANTEE

                                                    _____________________________________


                                                    By
                                                    Name:
                                                    Its




                                           Exhibit E – Page 5
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

       On the          day of             , 2006 personally appeared before me Ross C.
Anderson, who being by me duly sworn did say he is the Chief Administrative Officer of the
Redevelopment Agency of Salt Lake City, and that the within and foregoing instrument was
signed on behalf of the Agency.




                                                    NOTARY PUBLIC
                                                    Residing at:
My Commission Expires:




STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

        On the          day of                , 2006 personally appeared before me David J. Oka,
who being by me duly sworn did say he is the Executive Director of the Redevelopment Agency
of Salt Lake City, and that the within and foregoing instrument was singed on behalf of the
Agency.




                                                    NOTARY PUBLIC
                                                    Residing at:
My Commission Expires:




                                           Exhibit E – Page 6
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
STATE OF UTAH       )
                    : ss.
COUNTY OF SALT LAKE )

       On the         day of                   , 2006 personally appeared before me
       , who being by me duly sworn did say that he is the Manager of
______________________, LLC, a Utah limited liability company, which is the Manager of
              , a Utah limited liability company, and that the within and foregoing instrument
was signed on behalf of said limited liability company.



                                                    NOTARY PUBLIC
                                                    Residing at:
My Commission Expires:




                                           Exhibit E – Page 7
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
                                                  EXHIBIT “A”
                                            (to Special Warranty Deed)


                                           Legal Description of Property




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
                                                 EXHIBIT “B”
                                           (to Special Warranty Deed)


                                             Permitted Exceptions




69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
                                                                                       EXHIBIT F

                                                  Guaranty


                        GUARANTY OF COMPLETION AND PERFORMANCE

        This Guaranty of Completion and Performance (this “Guaranty”) is made as of
                        , 2006, by                 , a Utah ________________ (“Guarantor”)
to and for the benefit of the Redevelopment Agency of Salt Lake City, its successors and assigns
(“Agency”).

        1. Development Agreement. Agency and ______________________, L.C., a Utah
limited liability company (“Developer”), have entered into a Purchase and Sale Agreement dated
August           , 2006 (“Purchase Agreement”) pursuant to which Agency has agreed, upon the
satisfaction of certain conditions, to sell to Developer, certain real property in Salt Lake County
described therein (“Property”). Pursuant to the Purchase Agreement, Agency and Developer
entered into a Development Agreement on or about the date hereof (“Development Agreement”)
in which Developer covenants for the benefit of Agency to complete certain improvements on
the Property (as defined therein, the “Developer Improvements”). As a condition to Agency
selling the Property to Developer, Agency has requested that Guarantor duly execute and deliver
this Guaranty guaranteeing completion of the construction of the Developer Improvements and
the performance of other covenants which are all considered by Agency to be material regarding
Agency=s decision to sell the Property to Developer.

        2. Guaranty. Guarantor hereby unconditionally and absolutely warrants and guarantees
to Agency that: (a) construction of the Developer Improvements shall be commenced and shall
be substantially completed within the time limits set forth in the Development Agreement;
(b) the Developer Improvements shall be constructed and completed in accordance with the
Development Agreement and the Construction Documents (as such term is defined in the
Development Agreement) without material deviation therefrom unless approved by Agency in
writing in accordance with the Development Agreement; (c) except as otherwise provided in the
Development Agreement, the Developer Improvements will be constructed and completed free
and clear of all liens and encumbrances, including, without limitation, all mechanics liens,
materialmen’s liens and other similar liens; and (d) and except for contested amounts, as to
which adequate assurance of payment is provided, all costs of constructing the Developer
Improvements will be paid when due.

        3. Nature of Guaranty. This Guaranty is an original and independent obligation of
Guarantor, separate and distinct from Developer=s obligations to Agency under the
Development Agreement. The obligations of Guarantor to Agency under this are direct and
primary, regardless of the validity or enforceability of the Development Agreement. This
Guaranty is for the benefit of Agency, and is not for the benefit of any third party. This
Guaranty shall continue (a) until the Developer Improvements have been completed, free and
clear of all liens and encumbrances as provided above, and (b) all obligations of Guarantor to
Agency have been performed in full. Guarantor=s obligations hereunder are separate and


                                           Exhibit F – Page 1
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
distinct from, and not dependent on, the obligations of the other Guarantor (as defined in the
Acquisition Agreement).

        4. Guarantor=s Authorization to Agency. Guarantor authorizes Agency, without notice
or demand and without lessening Guarantor=s liability under this Guaranty, from time to time:
(a) to make or approve changes to Construction Documents and the Development Agreement, (b)
grant extensions of time under the Construction Documents and (c) to assign or transfer this
Guaranty in whole or in part; provided, however, that in the event that Agency makes any such
changes and such changes increase the cost to construct the Developer Improvements, then
Guarantor shall not be liable for the amount of such increased cost.

        5. Waivers. The obligations of Guarantor hereunder are independent of the obligations
of Developer under the Development Agreement. Guarantor waives any defense related to the
impossibility, illegality, incapacity, bankruptcy or receivership of Developer. Guarantor waives
any defenses based on the failure or inability of Developer to pay or reimburse Guarantor the
costs of performance hereunder. Guarantor waives any defense to the extent that it may require
the creditor to proceed against the Developer as a condition precedent to any claim or demand
hereon, and Guarantor waives any right to compel the transfer of security held by the Agency, if
any, including any encumbrance entitling the Agency to foreclose or levy on the Property until
such time as the Certificate of Completion (as defined in the Development Agreement) is
recorded.

       6. Rights and Remedies. If Guarantor after written demand of Agency shall fail to
commence to perform promptly as provided in this Guaranty and thereafter diligently so
perform, Agency shall have the following rights and remedies:

                 (a) Agency at its option, but without any obligation to do so, may proceed to
         perform on behalf of Guarantor any and all work on the Developer Improvements and to
         pay any costs incurred in connection with the work. Guarantor, upon Agency=s demand,
         shall promptly pay to Agency all such sums expended together with interest thereon at an
         interest rate equal to the prime rate of Wells Fargo Bank, N.A., plus four percent (4%).

                 (b) Agency, at its option without any obligation to do so, may cure any defaults,
         including without limitation, paying any unpaid bills and liens, including without,
         limitation those for construction, labor, and material. Guarantor, upon Agency=s
         demand, shall promptly pay Agency all such sums expended together with interest
         thereon at an interest rate equal to the prime rate of Wells Fargo Bank, N.A., plus four
         percent (4%).

                 (c) From time to time after failure of Developer to perform its obligations in
         accordance with the Development Agreement, to require Guarantor specifically to
         perform Guarantor=s obligations under this Guaranty, by action at law or in equity or
         both, and further to collect in any such action, compensation for all loss, cost, damage,
         injury and expense sustained or incurred by Agency as a direct or indirect consequence of
         Developer=s or Guarantor=s failure to perform, with interest thereon at an interest rate
         equal to the prime rate of Wells Fargo Bank, N.A., plus four percent (4%).


                                           Exhibit F – Page 2
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
                (d) From time to time after failure of Developer to perform its obligations in
         accordance with the Development Agreement, to require Guarantor to pay all of
         Developer’s contractors and subcontractors and materialmen all amounts owing by
         Developer to Agency.

                (e) In addition, Agency shall have and may exercise any or all of the rights and
         remedies it may have available at law, in equity or otherwise.

        7. Notices. All notices, requests, demands and other communications hereunder shall be
in writing and shall be given by (i) Federal Express (or other established express delivery service
which maintains delivery records), (ii) hand delivery, or (iii) certified or registered mail, postage
prepaid, return receipt requested, to the Guarantor and Agency at the following addresses, or
such other addresses as such parties (or their successors and assigns) may designate from time to
time by written notice in the above manner:

         To Guarantor:                _______________________________________
                                      _______________________________________
                                      _______________________________________



         If to Agency:                Redevelopment Agency of Salt Lake City
                                      Room 418, City & County Building
                                      451 South State Street
                                      Salt Lake City, UT 84111
                                      Attn: Executive Director

        8. Attorney’s Fees. In the event Agency commences a legal proceeding to enforce any
of the terms of this Guaranty, the prevailing party in such action shall have the right to recover
reasonable attorneys’ fees and costs from the other party to be fixed by the court in the same
action. The term "legal proceedings" as used above shall be deemed to include appeals from a
lower court judgment and it shall include proceedings in the Federal Bankruptcy Court, whether
or not they are adversary proceedings or contested matters.

        9. Miscellaneous. Agency may, without any notice whatsoever to anyone, sell, assign or
transfer its interest in the Property and/or the Development Agreement, and in that event, each
and every immediate and successive assignee, transferee or holder of all or any part of the
Property and the Development Agreement, as the case may be, shall have the right to enforce this
Guaranty, by suit or otherwise, for the benefit of such assignee, transferee or holder as fully as if
such assignee, transferee or holder were herein by name specifically given such rights, powers
and benefits, provided that notice of transfer and/or proof of ownership of this Guaranty is
provided to Guarantor prior to the enforcement of this Guaranty. This Guaranty shall be
construed according to the laws of the State of Utah, in which state it shall be performed by
Guarantor. Guarantor hereby agrees that all actions to enforce the terms and provisions of this
Guaranty shall be brought and maintained only within the State of Utah and Guarantor hereby
consents to the exclusive jurisdiction of any court within the State of Utah. If any provision of
this Guaranty or the application thereof to any person or circumstance shall, to any extent, be

                                           Exhibit F – Page 3
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
invalid or unenforceable, the remainder of this Guaranty shall be valid and enforceable to the
fullest extent permitted by law. This Guaranty and every part thereof shall be binding upon
Guarantor and upon successors and permitted assigns of Guarantor. Agency shall not be deemed
to have waived any rights under this Guaranty unless such waiver is given in writing and signed
by Agency. No delay or omission on the part of Agency in exercising any right shall operate as a
waiver of such right or any other right.

         EXECUTED by the undersigned Guarantor as of the date specified above.

                                                    GUARANTOR:

                                                    _____________________________


                                                    By:
                                                    Name:
                                                    Its:




                                           Exhibit F – Page 4
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
                                                                  EXHIBIT G


                                           PERMITTED EXCEPTIONS




                                            Exhibit G – Page 1
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC
                                                                       EXHIBIT H

                                       Form of Development Agreement


JW Doc. # 752618




                                           Exhibit H – Page 1
69ea6019-f30f-416a-a153-ffd55d95ad42.DOC

				
DOCUMENT INFO