Lakeview Condominiums Contract 20 11 26

WI{EN RECORDED, RETURN TO: RG Lakeview, LLC 2265 East Murray Holladay Road Holladay, UT 84117 AGREEMENT TO AMEND, RESTATE AND TERMINATE MASTER DEVELOPMENT AGREEMENT FOR LAKEVIEW BUSINESS PARK THIS AGREEMENT TO AMEND, RESTATE AND TERMINATE MASTER DEVELOPMENT AGREEMENT FOR LAKEVIEW BUSINESS PARK (the "Agreement") is made and entered into by and between TOOELE COLINTY, a political subdivision of the State of Utah ("County") and RG LAKEVIEWTLLC, a Utah limited liability company, ("Master Developer") and dated as of November 16,2020, but made effective as of the Effective Date (defined below). County and Master Developer are sometimes collectively referred to as the "Parties."

RECITALS A. Master Developer's predecessor in interest, RG IV, LLC and County entered into that certain Amended and Restated Master Development Agreement dated November 20, 2018 and recorded with the Tooele County Recorder as Entry No. 478364 on December 12,2018 (the "ARMDA"), u copy of which is attached as Exhibit A.

B. The ARMDA applied to approximately nine hundred (900) acres of real property more particularly described on Exhibit B attached hereto and incorporated herein (the "ARMDA Acreage").

C. The ARMDA Acreage was formerly in unincorporated Tooele County, however, pursuant to and in accordance with Section 7 of the ARMDA, the ARMDA Acreage was annexed into the jurisdictional boundaries of Grantsville City ("Grantsville"). Such annexation is referred to herein as the "Annexation". The project has, subsequently grown to include approximately four hundred (400) acres of additional land in Grantsville in addition to the ARMDA Acreage and is referred to herein as the "Current Acreage" which is described in Exhibit Co attached hereto and incorporated herein. Collectively the

ional land in Grantsville in addition to the ARMDA Acreage and is referred to herein as the "Current Acreage" which is described in Exhibit Co attached hereto and incorporated herein. Collectively the ARMDA Acreage and the Current Acreage are referred to herein as the "Combined Acreage."

D. The Combined Acreage, by the Annexation, is all within the municipal limits of Grantsville and subject to the ordinances and land use controls of Grantsville.

E. Grantsville is the "land use authority" for the Combined Acreage and Master Developer has accordingly entered into the "Development Agreement For Lakeview Business Park W'est" ("Grantsville Development Agreement") with Grantsville, which is similar to and addresses many of the same issues as the ARMDA. The Grantsville Development Agreement is attached hereto as Exhibit D.

F. The Grantsville Redevelopment Agency ("Grantsville Agency") has, under Title 17C of the Utah Code, created the Lakeview Business Park Community Reinvestment Project Area, including the adoption of a Project Area Plan and Budget for the Combined Acreage ("Redevelopment Project").

G. Certain officials ofthe County encouraged the Redevelopment Project, because of its many financial benefits for the County and its citizens, by supporting through public comments the Tooele County School District and mosquito district entering into agreements with the Grantsville Agency to provide property tax increment to benefit the Redevelopment Project and thereby the County.

1 H. Master Developer has entered into a Participation Agreement, attached as Exhibit E, with the Grantsville Agency ("Grantsville Participation Agreement") by which the Master Developer will be reimbursed for certain expenses from tax increment generated from the Redevelopment Project.

, with the Grantsville Agency ("Grantsville Participation Agreement") by which the Master Developer will be reimbursed for certain expenses from tax increment generated from the Redevelopment Project.

I. By this Agreement, the Parties desire to amend and restate the ARMDA and hereby replace the ARMDA with this Agreement.

AGREEMENT NOW TffiREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Novation of ARMDA. This Agreement shall constitute a novation of the ARMDA and the only terms set forth in this Agreement shall apply after the Effective Date with respect to the terms set forth herein. Capitalized terms in this Agreement shall have the same meaning given in the ARMDA, except if there is a conflict, this Agreement's definition will control.

2. Coun8 Participation.

a. In connection with and as a condition to executing this Agreement, County shall have executed an "Interlocal Agreement" for the Combined Acreage with the Grantsville Agency, consistent with this Agreement, in the form attached hereto as Exhibit F. All of the County's tax increment paid to the Grantsville Agency from the Combined Acreage in connection with the Redevelopment Project shall be referred to herein as the "County Participation". The maximum County Participation shall be ninety percent (90%) of the County's share of tax increment generated from the Combined Acreage for the County Repayment (defined below) period and thereafter seventy percent (70%) of the County's share of tax increment. To comply with Utah law, the County Infrastructure Advance (defined below) shall be pursuant to Section l7C-1-207 of the Act and paid directly by the County to the Grantsville Agency as contemplated in the Act.

with Utah law, the County Infrastructure Advance (defined below) shall be pursuant to Section l7C-1-207 of the Act and paid directly by the County to the Grantsville Agency as contemplated in the Act.

b. Based upon the obligation set forth in this Agreement, the County has agreed to advance Six Million Dollars ($6,000,000) in addition to the County Participation, to the Grantsville Agency for certain public infrastructure items, (the "County Infrastructure Advance").

The $6,000,000 shall be deposited with the Grantsville Agency by January 5,2027. The specific public infrastructure improvements, for which the County Infrastructure Advance may be utilized by the Grantsville Agency are as follows (collectively the "Qualiffing Improvements" or individually a "Qualiffing Improvement"): i. Reimbursing the construction of road improvements on 33'd Parkway in the area shown on Exhibit G.

ii. Public improvements located within the Combined Acreage and owned by or dedicated to a governmental authority.

iii. Public Water and Sewer Improvements as defined and described below in Section 3.

c. To secure repayment of the County Infrastructure Advance, the County's Interlocal Agreement with the Grantsville Agency shall require Grantsville Agency to use 100% of tax increment attributable to the County's participation in the Redevelopment Project ("County TI") to reimburse County, until County is repaid for all amounts spent on the County Infrastructure Advance, with interest at the same rate as interest is paid to Master Developer as Participant under the Grantsville Participation Agreement, Ex. E. Interest 2 shall begin to accrue on January 5,2021.In addition to receiving the County TI, County shall also be entitled to be paid from the remaining "Project Area Funds" as defined in the

nt, Ex. E. Interest 2 shall begin to accrue on January 5,2021.In addition to receiving the County TI, County shall also be entitled to be paid from the remaining "Project Area Funds" as defined in the Grantsville Participation Agreement, Ex. E, received by the Grantsville Agency from the Redevelopment Project (meaning excluding County TI, which other Project Area Funds is defined herein as the "Other TI") on a pro rata basis until such time as the County is repaid for the full amount of the County Infrastructure Advance, with interest. The pro rata share percentage for distribution of the Other TI shall be determined annually on January 1 by determining the total amounts expended by Master Developer for reimbursable expenses allowed under the Grantsville Participation Agreement, and that remain unreimbursed, and then determining a percentage by comparing the unreimbursed expenditure ofthe Master Developerto the $6,000,000 County Infrastructure Advance. By way of example only, if on January I the total amount expended by Master Developer for reimbursable expenses under the Grantsville Participation Agreement that have not been reimbursed is $2,000,000 then the Other TI for that year shall be allocated as follows: 670/o to County and 33Yo to Master Developer. The allocation of the Other TI shall occur annually until such time as those entitled to reimbursement under the Grantsville Participation Agreement are reimbursed. Grantsville Agency shall make all payments within thirty (30) days of the receipt of the County TI and Other TI by the Grantsville Agency, less administrative costs allowed to be charged, if any, by the Grantsville Agency under the Grantsville Participation Agreement. Payment of County TI, and a pro rata share

by the Grantsville Agency, less administrative costs allowed to be charged, if any, by the Grantsville Agency under the Grantsville Participation Agreement. Payment of County TI, and a pro rata share of the Other TI, shall continue until all of the County Infrastructure Advance is fully repaid, plus interest at the same interest rate paid to Master Developer under the Grantsville Participation Agreement. The repayment of the entire amount of the County Infrastructure Advance, plus interest, shall be collectively referred to as o'County Repayment." The Master Developer shall inshuct the Grantsville Agency to pay County TI and the County portion of Other TI, as allocated in this Agreement, directly to the County.

d. County Repayment must continue annually, as described above, from the County TI and Other TI, until repaid (the "Repayment Periodoo).

The County Infrastructure Advance may only be used for Qualiffing Improvements, each which must be dedicated to and owned by Grantsville, County, or other local government entity.

f. The Interlocal Agreement shall obligate Grantsville Agency not to amend the Grantsville Participation Agreement with Master Developer to reduce or eliminate the interest payable to Master Developer in the Grantsville Participation Agreement before the County Repayment.

g. If the County Repayment of the County Infrastructure Advance has not been completed and the Repayment Period ended by December 31 of the twelfth year after Master Developer first makes application for a "Request for Payment" under the Grantsville Participation Agreement, which Request for Payment may not be later than December 31, 2022 for purposes of this Subsection, then the Master Developer's pro rata share of Other

t" under the Grantsville Participation Agreement, which Request for Payment may not be later than December 31, 2022 for purposes of this Subsection, then the Master Developer's pro rata share of Other TI in Subsection 2c above shall be reallocated and paid to the County until the complete County Repayment is achieved.

3. Water Improvements. The County Infrastructure Advance may be used to build or reimburse the development and construction of certain culinary water and/or sanitary sewer infrastructure to be dedicated to Grantsville to adequately serve the Combined Acreage as depicted generally on Exhibit aJe H attached hereto and described herein (the "Public Water and Sewer Improvements"). The estimated costs of the Public Water and Sewer Improvements for the infrastructure to serve the Combined Acreage are set forth on Exhibit I. County Infrastructure Advance may be used for Public Water and Sewer Improvements for the actual costs of the Water and Sewer Improvements costs for constructing offsite water lines, a water storage tank, a booster pump station, and a new Grantsville well, and costs to construct an l8-inch gravity sewer trunk line running between the Combined Acreage and the intersection of Highway 712 and Highway 138.

4. Oualification of Payment of Countv Infrastructure Advance to Master Developer.

Reimbursement to Master Developer for the construction of public improvements funded by the County Infrastructure Advance is contingent upon the submission to the Grantsville Agency of invoices and other evidence verifuing the expenditure of funds by Master Developer for Qualifring Improvements, as more particularly described in the Grantsville Participation Agreement, and confirmation that the Qualiffing

ence verifuing the expenditure of funds by Master Developer for Qualifring Improvements, as more particularly described in the Grantsville Participation Agreement, and confirmation that the Qualiffing Improvements will be dedicated to a public authority upon completion.

5. Countv Share of Tax Increment. In recognition of the critical importance to the Redevelopment Project, County Participation is being provided to Grantsville Agency as further described in the Interlocal Agreement between Grantsville Agency and County in accordance with Title 17C. County agrees not to amend the Interlocal Agreement with the Grantsville Agency without the Master Developer's consent, which consent may not be unreasonably withheld, conditioned, or delayed.

6. Additional Obligations.

a. Stormwater. In lieu of the obligations set forth in Section 12 of the ARMDA relative to storm water, the Parties agree that Grantsville City, not the County, shall be responsible to approve and review storm water facilities on the Combined Acreage provided, however, that the County shall remain responsible to ensure that storm flows originating from development or improvements in the unincorporated areas of the County are not diverted or directed to the Combined Acreage in any way, unless approved by Grantsville. Any amounts County expends to fulfill this obligation shall not be considered part of the County Infrastrucfure Advance.

b. Mid-Valley Highway. County agrees to support Utah Department of Transportation in locating the Mid-Valley Highway along the east boundary of the Redevelopment Project, and to the east of and adjoining the Current Acreage, as depicted on the attached Exhibit J.

Electrical lJtilities. County agrees to support Master Developer in obtaining added

Redevelopment Project, and to the east of and adjoining the Current Acreage, as depicted on the attached Exhibit J.

Electrical lJtilities. County agrees to support Master Developer in obtaining added electrical capacity for the Combined Acreage, to facilitate development of the project and the creation of tax increment. County's support shall include scheduling meetings with the public utility and identiffing the development of the Combined Acreage for industrial uses as a County electric infrastructure priority.

d. Exchange. Contemporaneous with the execution of this Agreement, County shall deliver instruments sufficient to record with the county recorder and accomplish the rail trail exchange contemplated by the ARMDA.

e. Rail Trail. Section 10.5 of the ARMDA is hereby incorporated into this Agreement.c 4 f. Access to 33'd Parla,vay. County owns the section of 33'd Parkway through the Combined Acreage, as depicted on Exhibit G. County hereby agrees that Master Developer may access and construct road and infrastructure improvements within 33'd Parkway to facilitate development within the Redevelopment Project and shall not require upsizing or the installation of improvements within 33'd Parkway that are not needed to serve development within the Redevelopment Project.

7. Effective Date. This Agreement is made effective upon the date that the Annexation was formally accepted by the Lieutenant Governor of Utah, which was June 6,2020 (the "Effective Date").

8. Counterpart Execution. This Agreement may be executed in one or more counterparts, each of which, when taken together, shall constitute the original. Signature and acknowledgement pages may be detached from individual counterparts and attached to a single or multiple original(s) in order to form a

when taken together, shall constitute the original. Signature and acknowledgement pages may be detached from individual counterparts and attached to a single or multiple original(s) in order to form a single or multiple original(s) of this document. Electronic and scanned signature pages will be acceptable and shall be conclusive evidence ofexecution.

9. Recitals and Exhibits. The Recitals and Exhibits to this Agreement are incorporated into this Agreement as if fully set forth in the body of the Agreement. County shall record this Agreement, or memorandum of the same, with the Tooele County Recorder.

10. Time is of the Essence. Time is of the essence in performing all obligations under this Agreement.

11. Full Agreement of the Parties. This Agreement is the full and integrated Agreement of the Parties and supersedes and replaces all prior agreements, including but not limited to ARMDA, whether in writing or oral or any understandings or commitments of the Parties.

[Signatures and Aclvtowledgments Follow J 5 DATED as of the date first written above Approved as to form and legality:COIINTY: TOOELE COLNITY, a political subdivision of the State of Utah Tom Tripp Chairman of Tooele County Commission /t-t^ht/'turh146r 0t County Attorneyurl TTEST: Marilyn K. Gillette, County STATE OF UTAH COUNTY OF TOOELE(FACKNOWLEDGMENT ) SS ) by Tom Tooele TERESA YOUNG Notary Public, State of Utah Commission # 701370 My Commission Expires On ,iuly 17 ,20.22 [Signatures continue on follow ing page| MASTER DEVELOPER: RG LAKEVIEW, LLC, aUtah limited liability company o)o STATE OFUW" COUNTY op 9.Q,,*Title: ACKNOWLEDGMENT before me this ofRG Y) SS The liability companyforegoing instrument was Zt day of Janr,rr,n4- 2020 bvlnr evt ewJtq?ftah I imited I I IAI-I---IIII-I-II- J.l I

W" COUNTY op 9.Q,,*Title: ACKNOWLEDGMENT before me this ofRG Y) SS The liability companyforegoing instrument was Zt day of Janr,rr,n4- 2020 bvlnr evt ewJtq?ftah I imited I I IAI-I---IIII-I-II- J.l I I It'lffiyAfrft-&sfootalbtt Comm, #709900 MyConnrblmApmr Fcfinra!2,2U21 EXHIBIT A ARMDA WHEN RECORD. ED, RETURN TO: RGIV, LLC 2265 East Muuay Holladay Road Holladay, UT 84117rooELE oouNrY mir,Tf oll wuntst*-t-ott.''13Entry t: 47838412112t2018 06:10i5{ At't AGREEhENY PEor 1of 44FEE S0.00 BY TooGLE couNTy comlrgsloN J.rry Hosghtoh, Tooclc Couty Rcoordar AMENDED AND RTSTATED MASTER DEVELOPMEM AGREEMENT f,'oR TAKEVIEWBUSINESS PARK NOVEImER20,2018 Exhibit A to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I of 44 F'OR LAKEVIf,W BUSINESS PARI( THIS AMENDED AND RSSTATED MASTER DEVELOPMENT AGREEMENT iS made and entered as of tle 2018, by and between TOOELE COUNTY, a political subdivision of the state of utah, and RG M LLC, a Utah limited liability company.

RECITALS A. The capitatized tenns used in this ARMDA and in these recitals are defined in Section 1.2, below.

B, Mastor Developer owns the Property which is located within Tooele County, Utah, C, The Property, along with the Excluded Properfi is cunently the subject of thc Or.lginal Developmeut Agreement for the "Miller Motorsports Business PadC' entered into by the Odginal Parties.

D, The Parties desire to enter into this ARMDA to novato, roplace and supotsede tho Original Dovelopment Agreemout in its entility as it rslates to the Prcperty, and the Original Parties desire to be otherwise relsased and to release eac,h. other from theh' obligations and promises

o Original Dovelopment Agreemout in its entility as it rslates to the Prcperty, and the Original Parties desire to be otherwise relsased and to release eac,h. other from theh' obligations and promises under the Original Development Agreemont' E. The Partie.s also desiro to vaoate the Existing Plat, whish will occur contemporaneously with the final apprcval of the Master Plall 8s mole fully speoified below.

F. The Parties acknowletlge that Master Developer may elect to lequest that the Properry be arurexed into the jurisdictional boundaries of Tooelo Crty or Gtantsville City, or to oppose the Property's annexatiou.

Exhibit A Agreement to Amend, Restate qnd Terminate Master Development Agreementfor Lakeview Business Pqrk .

I I I i I 1 i : : 1 I G. Tho Parties contomplate tltat if thero is any annexation, then the annexing jurisdiction would recognize the rights of MasterDevelopor and assumo the responsibilities of tho County under this ARMDA unless otherwise agreed to by Master Doveloper' H. Tho Partios desile to facilitate the dovelopment of the ProJect through tlre potential use ofspecial finanoing vehicles including but not limited to such as those provided for in Chapter l7C of the Utah Code Ann, (2018)' I, MasterDoveloper and the County desire that the Propertybo developed in a unified and consistent fashronpursuant to the Master Plan, J. The Parties aoknowledge that dwelopment of the Propetty pursuant to this ARMDA will result in significant planning and economio benefits to the County and its residents bn among other things, requfuing orderly devolopment of the Property as a ma$tor plannod development and increasing properfy tax and othor revenues to the community based on improvements to bo consfluoted ontho Property'

s, requfuing orderly devolopment of the Property as a ma$tor plannod development and increasing properfy tax and othor revenues to the community based on improvements to bo consfluoted ontho Property' K, The Parties desire to enter into this ARMDA to more fully specify the rights and responsibilities of Master Dev€loper to clevelop the Prope,rty a$ oxpressed in this ARMDA and the Master Plan, and the rights and responsibilitios of the County to allow and regulate suoh dovelopment pursuant to tho requirements of this ARMDA, the Master Plan, and all other applicable laws.

L. Tlre Parties untlflstand and inte,lrd that this ARMDA is a "developmont agreemont" within tho me aning of the Act and entered into pulsuant to the terms of the Act.

M, The County finds that this ARMDA and the Master Plan confonn with the intent ofthe County's General Plan, Exhibit A Agreement to Amend, Restate and Terminqte Master Development Agreement for Lqkeview Business Park Page of 3 of 442 NOW, THEREFORE, in consideration oftho mutual covenants oontained herein, and other good and valuable considoration, the receipt and sufficienoy ofwhich is heroby acknowledged' the Couuty and Master Developer hereby agreo to the followiqg: TERIVIS 1, Incorqora.tion of Rocitals and ExhJblts/ Definitions, 1,1 Incorporudon, The foregoing Recitals and Exhibits "A-l:' "A'2," and "8" ate he,reby incorporated into this ARMDA, LZ Definitlons, As used in this ARMDA, the words and plu'ases speoified below shall have the following meanings: l,Z.l 33rd Parlrway moans that future public road illustrated on Exhibit'"8" that may run east to west and connect to the Mid-Valley Higfuway.

1.2,2 Act means the county Land use, Developmen! and Managemont Act, U. tah

trated on Exhibit'"8" that may run east to west and connect to the Mid-Valley Higfuway.

1.2,2 Act means the county Land use, Developmen! and Managemont Act, U. tah |,2,3 Appllcaut means a person or entity submitting a Development Applisation.

1.2,4 ARMDA means this A.rnonded and Restated Master Development Agr:eement, I.Z.S Buildout means lhe complotion of all of the development on the entire Projeot in accordance with the Mastel Plan, I.2,6 CountY moans Tooele CountY' 1,2.7 county commlssion means the elected Tooele county commission.

1.2,8 County Consultant[s] means one ormore outside consultants employed by the County in various specialized discipliues such as traffio, hydrology, or drainage for reviewing cerfain aspecb of the dwelopment of the Prcject.

Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 4 of 443 1z,g Countyts Fufure Laws means the ordinances, policies, standards, and procedures which may be in effect as of a particular time in the future when a Development Application is submitted for a part of the Project and which may or may not bo applicable to the Development Application depending upon the provisions of this ARMDA' 1,2.10 Counfyts Vestefl Laws means tho ordinanoes, polioies, standards, and procedures of the County in effect as of the date of this ARMDA and consistent with the Master Plan.

1,2,11 CRA means a Community Reinvestment Agenoy created pursuant to Chapter l7C ofthe Utah Code Ann. (2018)' 1,2.12 Default means a matorial breach of this ARMDA as specified herein, 1,2.13 Dental means a formal denial issued by the final decisiounaksr of the County for a partioular Development Applicatiorl excluding tpview comments or "redlines" by

this ARMDA as specified herein, 1,2.13 Dental means a formal denial issued by the final decisiounaksr of the County for a partioular Development Applicatiorl excluding tpview comments or "redlines" by County staff' 1,2,14 Development means tlle development of a portion of the Proporfy purzuant to an apploved Dovelopment Application, 1,2,15 Development Application means a complete application to tle County for dovelopment of a portion of the Project including a final plat, subdivision, or any other permit certifioate, or othel' authorization fi'om the County reguiled for development ofthe Projeot' 1.2,16 Devetopment Report means a report containing the information speoified in section 2.4 submitted to the county by Master Developer for a Development by Master Developer or for the sale of any Parcol to a Subdeveloper or the submittal of a Development Application by a subdeveloper pru$uent to an assignment fi'om Mastor Devoloper.

Exhibit A Agreement to Amend, Restate and Terminqte Mqster Development Agreementfor Lakeview Business Park Page of5 of444 1.2.17 Excluded Property means that Property as described in Exhibit "A'2" which has prwiously been dweloped pursuant to the Original Dwelopment Ageernent (site of the Purple Mattress real property and improvements).

1.2.1 8 Existing PIat means a final plat for Miller Motorsports Park Business Park plID No, 1 recorded on April 1,4, 2009 as Enhy No. 324129 in the ofiioial rocords of Tooele County, Utab" 1,2.19 General PIan means the geareral plan adopted by the County on June 21, 2016, and as lovisedprior to the date this ARMDA is oxeouted' 1,2.20 Master Developer means RG IV, LLC, a Utah limited liability compauy' anil its assipees or bansferees as pourittcd by this ARMDA.

1, 2016, and as lovisedprior to the date this ARMDA is oxeouted' 1,2.20 Master Developer means RG IV, LLC, a Utah limited liability compauy' anil its assipees or bansferees as pourittcd by this ARMDA.

1.2.21 Master Plan means the Master Plan for the entire Project to bo dweloped ou tho Property as shown on Exhibit *8" and finally approved by the county as a modified development plan uniler Tooele county Land Use ordinance sections 9-7 antl 9-8.

1,2.22 Mid-Yalley Irighway means that future public road antioipated to be constructed by tho Utah Departnent of Transportation tlrat will run north to south oonnecting to I-80, 1'2,23Non.CountyAgencymeansanyregulatorybodyhavinganyjurisdiction ovor the consideration of any Development Application other than the County.

1.2.24 Notice means any notico to or ftom any Patty to this ARMDA that is either required or pennitted to be given to another Party.

1.2.25 Original Development Agreement means the development agrpement for the ,,Miller Motorsports Business Park" dated April 7,2009 and reoorded as Entry # 3X130 in the official records of the Tooole Cormty Recorriler, Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of6 of445 1,2.26 Orlginal Pardes means tle original parties to the Oliginal Development Agrrement, specifically Tooele County, tho De.serot Peak Special Service Distriot Giza Dovelopmont LLC, and Miller FamilyReal Estate LLC' 1.2.27 Ouhourc[e] [ingl means the process of the County contacting with County Consultants or paying overtime to County employoes to ptovido technical support in the review and approval of the various aspects of a Developmeut Applioation s$ is more firlly set out in this ARMDA.

Consultants or paying overtime to County employoes to ptovido technical support in the review and approval of the various aspects of a Developmeut Applioation s$ is more firlly set out in this ARMDA.

1,2.28 Parcel meaffr a portion of the Property that is created by the Master Developer according to the Master Plan to be sold to a Subtlevelopor, 1,2.29 PartytPartieg means, in the singular, either Master Doveloper or the County; in the plural both the Master Developer and tle County.

1.2,30 Planning Commlssion means the County's planning commission, ' 1.2.31 Project means the total development to bs constructetl on the Propetty pursuant to this ARMDA wtth the associated public and private facilities, and all of the other aspects approved as part of this ARMDA andthe Master Plan.

1.2,32 Property means the real property owned and to be developed by Master Developer more fully desoribed in Exhibit "A-1."

1.2.33 Public Infrastructure means thoso elemonts of infi'astructure that are planned to be dedicated to the County, including according to the Master PIan, as a condition of the approval of a Development Application, 1.2.34 Ralt Trall means that hail running east to west along the southern edge of the Property, as shown on Exhibit "B."

Exhibit A Agreement to Amend, Restste und Terminate Mqster Development Agreement for Lakeview Business Park Page of7 of446 1.2.35 Road Swap Parcels means those parcels identified on Edribit "B'o to be swapped between the Parties as more fully specified in Seotion 10'2, below.

1.2.36 Sheep Lane means that existing roadway running north to south along tho westefil edge of the Propertn as shown on Exhibit "8."

1,2,37 Subdeveloper means a person or an entity not "rclated" (as defined by

ep Lane means that existing roadway running north to south along tho westefil edge of the Propertn as shown on Exhibit "8."

1,2,37 Subdeveloper means a person or an entity not "rclated" (as defined by Section 165 of the Intemal Revenue Code) to Master Developer that purchases a Patcel for development, 1,2.38 Subdivision rneans the division of any portion of the Project into developable area pursuant to stato or local law and the Master Plan.

1.2.39 Tooele County means Tooele County, Utah" a Utah politioal subdivision.

1.2.40 T.oningMap rneans thatmap adoptedby the County specifying the zoning for the Ploperty, 1,2.41 Zoning Ordiuance moans the County's Land Use and Development Ordinance adopted pulsuant to the Act.

2. DevelopFent of the Proiect.

Z.l Dxclusive AgreemenUNovation and Superseding of the Original Devclopment Agreement. This ARMDA shall be the exclusive agreernentbotween the Parties for devclopment of tho Property. The Original Development Agreement is heteby acknowledged by the Parties and the Original Parties to be novated, superseded, and ofno effect' 2.2 Original Parties' \Yaiver and Release. The Original Parties hereby waive all dghts, claims, oL aetionso whethel now known or unknoWn, they may haVe under the Original Developrnent Agreernent and Existing Plat, and hereby rrutually release one anothet' fr:om their' obligations and covenants under that agreement and plat, Exhibil A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of 8 of 447 2,3 compliance with this ARMDA. Development of the Project shall be in accordalce with the County's Vested Laws, the County's Future Laws (to the extent that these are applicable as otherwise specifiecl in this ARMDA), the Zoniag Map, the Master Plan, and this ARMDA.

in accordalce with the County's Vested Laws, the County's Future Laws (to the extent that these are applicable as otherwise specifiecl in this ARMDA), the Zoniag Map, the Master Plan, and this ARMDA.

2.4 Accountllg for Parcels Sold to Subdevelopers. Any Parcel sold by Master Developer to a Subdeveloper shall include the transfer ofthe right and obligation to develop such par.cel in accordance with this A$eement and the Master Plan, At the recordation of a document ofconveyance for any Parcel sold to a Subdevclopei', Master Deveioper shall provide the County a Dovelopment Report showing the ownership of the Parcel(s) sold and the projected or potential uses.

3. Zoning anal Vested Rishts.

3.1 Zoning. The Property is zoned as shown on the Zoning Map and that zoning aceommodates and allows all development contemplated by Master Developer, including the development rights and uses deecribed herein and depicted in the Master Plan' as ruore paltcularly sot fot'th below, 3.2 Vested Rights Granted by Approval of this ARMDA. The Parties acknowledge and agree that the Master Plan and this ARMDA constitute majol adjustrnents to the development plan tho County has approved for this Propeity, and that, unless otherwise specified, tho ptomises, covonants, benefits, ancl obligations set forth in this ARMDA ate contingent upon the Plarming Commission,s approval of the Master Plan as a modified deveiopment piatr under Tooele County Land Use Ordinance Sections 9-7 arfl9-8. To the maximum extent pennissible under the laws of Utah a1d the United States and at equity, once the Mastel Plan has been approved by the Plaming Commission, the Parties i-ntend that this ARMDA will gtant Mastet Developer all rights to develop Exhibit A

h a1d the United States and at equity, once the Mastel Plan has been approved by the Plaming Commission, the Parties i-ntend that this ARMDA will gtant Mastet Developer all rights to develop Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of9 of448 the Prnject in fulfillment of this ARMDA, tho Master Plan, the County's Vested Laws, and the Zoning Map except as speoifically plovided herein, 'Ihe Parties specifically intend that this ARMDA grant to Mastcr Developor "vested rights" as that teim is consffr.red iu Utah's common law andpursuant to Utah Code Ann,5I7-27a-508. As of ihe date of this ARMDA, Tooele County confirms that the uses, configurations, and densities reflected in the Master Plan are consistent with Tooele County's existing laws, Zoning Map, and General Plan' 3.3 Exccptions, The restriotions on the applicability of the County's Futut'e Laws to the Project as specified in seotion 3,2 are subject to only the following exceptions: 3.3.1 Master Developer Aereernent. The County's Future Laws that Master Developer agrees in writing apply to tle ?roject; 3.3.2 state and Federai compliance. The county's ]ruhtre Laws which are genorally applicable to all pr.operties in the Courrty's jurisdiction and which at'e required in order to comply with state ancl Feder.al laws and regulations affecting the Project; 1,3,3 Codes. The county's development standards, engineering tequirements, approvals, and supplemental specifications forpublic wor*s, and any of the County's Futule Laws that are upclates or arnenduents to existing building, plumbing, nechanical, electfical, dangerous buiidilgs, drainagc, or similar construction or safety related codes, such as the Intemational

e Laws that are upclates or arnenduents to existing building, plumbing, nechanical, electfical, dangerous buiidilgs, drainagc, or similar construction or safety related codes, such as the Intemational Building Cocle, the APWA Specifications, AAHSTO Standards, the Manual of Uniform Traffic Control Devices or similar standards that are generated by a nationally or statewids recognized constr.uction/safety or.ganization, ol by the State or Federal govel'nments or are otherwise required to meet legitimate concerns related to publio health, safety, or welfare; Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreement for Lqkeview Business Park Page of I0 of449 3 .3 .4 Taxes , Lawful taxes, or modifications thereto, and nothing in this ARMDA shall be construed as waiving ol limiting in any way Master Developer's ot any Subdeveloper's right to challenge taxes imposed by the County, which right is hereby reserved; 3.j.5 Fees. Changes to the amounts of fees for the processing of Dovelopment Applications that ate generally applioable to all development within the County's jurisdiction (or a po(ion of the County's jurisdiction as specified in fJle lawfully adopted fee schedule) aDd which are adopted pursuant to State and local law; 3.3.6 hnpact Fees. Impact fees or modifications thereto which ale lawftllly adopted and impose4 by the County. Master Developel and Subdeveloper agree that the impact fees imposed on the Mastcr Developer by the county meet all requilements of the u, s, Constitution, Utah Constitution, and applicable statutes and ordinanoes, including but not lirnited to Utah Code Arm. $ 11-36a-l0l (2018) et seq-; and, 3.3.7 Compelline. countervailing lntefest. Laws, rules, or regulations that the

, and applicable statutes and ordinanoes, including but not lirnited to Utah Code Arm. $ 11-36a-l0l (2018) et seq-; and, 3.3.7 Compelline. countervailing lntefest. Laws, rules, or regulations that the County's land use authority finds, on the record, are necessal'yto avoidjeopardizing a cornpolling, countervailing pubiic interest, of which jeopardy the Coudy was not reasonably aware at the time of the execution of this ARMDA.

3.4 Intent Regarding Administratlon nnd Amendment of this ARMDA. The Parties intend that the adrninistration, but not approval, of this ARMDA and any amendments thereto, i'ctudirrg but not limited to Exhibit "B," as "administrative" and tlot "legislative" in nature.

3.5 potenfial Futurc Rezoning. If the County enacts a zone change affecting the property that incorporates the uses, densities, and the othor pertinont provisiotrs of this ARMDA a1nl the Master Plart, then that new zoning, this ARMDA, and the Master Plan shall apply to the 10 Exhibit A Agreement to Amend, Restate and Terminate Mqster Development Agreementfor Lakeview Business Park Pageofll of44 property, and the Project will be released flam the planned unit development requil'ements applicable under the Property's prior zoning under Tooele County Land Use Otdinafire Section 9' 4. Term of Asreement. The teun of this ARMDA shall be until Decomber 31,2028. If Mastet Developer has not been declared in Default (or if any such Default is not being cured as provided herein), this ARMDA shall automatically be extended until Deccmber 31, 2038, and if Master Developer has oot been cleclared in Default (or if any such Default is not being cured as provided herein), at that time then this ARMDA shall automatically be extended again until

2038, and if Master Developer has oot been cleclared in Default (or if any such Default is not being cured as provided herein), at that time then this ARMDA shall automatically be extended again until December 31,2048. This ARMDA shall also tetminate automatically at Buildout.

5. Processing of Development Applications' 5.1 Outsourcing of Processing of Development Applications, within fifteen (15) business days alter receipt of a Developrnent Application, and upon thc request of Master Developer, the County and Master Developer rvill confel to determine whethel the County desfes to Outsource the review ofany aspect ofthe Developrnent Application to ensulo that it is pfocessed on a timely basis. If the County detegnines that Outsoulcing is appropriate, then the County shall promptly ostimate the reasonably anticipated differential cost of Outsourcing in the marmer selected by the County in good faith consultation with the Master Developer or Subdeveloper (e1ther overtime to the County employees or the hiring of a County Consultant), If the Master Devoloper or a Subdeveloper notifies thc County that it desires to proceed with the Outsourcing based on the County's estimate of costs, then the Mastet'Developer or Subdeveloper shall deposit in advance with the County ihe estimated differential cost and the County shall then promptly proceed with having the wotk Outsourced, Upon completion of the Outsourcing services and the ptovision by the County of aa invoice (with such reasonable supportiug docurnentation as may be requested by Master Developer or Subdeveloper) for the actual differential cost (whethor by way 1l Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of l2 of44

eveloper or Subdeveloper) for the actual differential cost (whethor by way 1l Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of l2 of44 of paying a the Courrfy Consultant or paying overtime to County employees) of the Outsourcing, Master Developer or t[e Subdeveloper shall, witbin ten (10) business days, pay or receive credit (as the caso rnay be) for any dilTerence between the estimated differential cost deposited fot the Outsourcing and the actual cost differential.

5.2 Acceptance of certificatlons Required for Development Applications. Any Development Application requiling the signaturo, endorsement, or certification, antVol stamping by a person fuolding a license or professional cerlification requiled by the State of Utah in a particular discipline shall be required to be so signed, endorsed, certified, or stamped signifying that the contents of the Developrnent Application comply with the applicable tegulatory standards of the Cognty. The County should endeavor'to make all of its redlines, commonts, ol'suggestions at the time of the frst teview of the Development Application unless any changes to the Development Application raise new issues that nced to bo addressed, 5.3 Independeut Technical Analyses for Development Applications. If the County needs technical expertise beyond the County's internal resources to deternriuo impacts of a Development Application, such as for shtctures, bridges, water tanks, and other similar matters which are not requited by the County's Vested Laws to be oertified by stlch experts as part of a Development Application, the Couaty may engage such experts as County Consultants with the actual and reasonable costs being the responsibility of Applicant. The County Consultant

experts as part of a Development Application, the Couaty may engage such experts as County Consultants with the actual and reasonable costs being the responsibility of Applicant. The County Consultant underlahilg any r.eview by the County lequired or pemitted by this ARMDA shall be selected &om a list generated by the Counfy for each such Counfy review pursuant to a "reqnest for proposal" process or as othelwise allowed by the Counfy ordinances or rcgulatiotls. Applicant may, in its sole discretion, strike fiom the list 6f qualified plapos€fs any of such proposed 12 Exhibil A Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of I3 of 44 consultants so long as at leastthree (3) qualified proposeLs rernain for selection' The anticipated cost and timeiiness of such reviow may be considered a factor in choosing the expett' 5.4 County Deilial of a Development Application. If the county denies a Development Application, it shall provido a written determination advising the Applicant of the reasons for denial, including specifying the reasons the County believes that the Developrnent Application is not consistent with this ARMDA, the Master Plan, the County's Vested Laws (or, if applioable, the County's Future Laws)' or any other applicable law' 5.5 Meet and confer Regardiug Development Application Dcnlals. The county arrd Applicant shall meet witlin fifteen (15) business days of any Denial to tesolve the issues speoified in the Denial of a Development Application' 5.6 County Denials of Development Applications Based on Deulals from Non' County Agencies. If the County's Denial of a Development Appiication is based on the denial of the Development Application by a Non-County Ageucy, if Applicant chooses to appeal such

Deulals from Non' County Agencies. If the County's Denial of a Development Appiication is based on the denial of the Development Application by a Non-County Ageucy, if Applicant chooses to appeal such Denial, it shall be tluough the appropliate procedures for such a decision and not though the processes specified bolow.

5.7 Merliation of Development Application Denials' 5.'l .i. Issues Subject !o Mediation. Issues rezulting fi'om the County's Denial of a Deveiopment Application that the Palties are trot able to resolve by "Mect and Coufet" shall be mediated, and include the following; (t the location of on-site infi'astructure, inoluding utility iines and stub outs to adjacent developmenfs; (i0 righfof-way modifications thai do not involve the altering or vacating of a previously dedicated public right-of-way; and 13 Exhibil A Agreement to Amend, Restate and Terminate Mqster Development Agreementfor Lakeview Business Park Page of I4 of44 (iii) the issuance of building permits.

5.7.2 Mediation Process. If the County and Applicant are unable to resolve a disagreement subject to mediation, the Parlies shall attempt within ten (10) business days to appoint a mutually acceptable mediator with knowledge of the legal issue in dispute, If the County and Applicant ar.g unable to agree on a single acceptable mediator they shall each, within ten (10) additional business days, appoint their own representative. These two reprcsentatives shall, between them, timely choose the single mediator. Applicant shall pay the fees of the ohosen me<liator. The chosel mediator shall, within fifteen (15) business days, review the positions of tlre parties regarding the mediation issue and prornptly attempt to mediate the issue betweetr the

osen me<liator. The chosel mediator shall, within fifteen (15) business days, review the positions of tlre parties regarding the mediation issue and prornptly attempt to mediate the issue betweetr the parties. IfthePartiesar.eunabletoleachagreement,themediatorshallnotifythePartiesinwriting of the resolution that the mecliator cleems appropriate. The mediator's opinion shall not be binding on the parties, nor shall it be adrnissible in any subsequontproceedings regarding the dispute' 5.8 Arbitration of Development Application Objections.

5.8.1 Issues Subjqct to Albitration. Iszues regalding the County's Denial of a Development Application that require resolution by scientific or technical experts, suoh as traffic impacts, water quality irnpacts, pollution impacts, eto., are the only issues subject to afbitralion' 5.g.Z Mediation Required Before Aibitratioll Prior to any albih'ation the Parties shall fust attcmpt mediation as specified in Section 5.7.

5.8.3 AtbitrationProcess. Ifthe County and Applicant areunable to lesolve an issue subject to ar.bitration undel this ARMDA through rnediation, the Parties shall attempt within ten (10) business days of the rnediation's failulo to appoint a mutually acceptable expert in the pr.ofbssionaldiscipline(s)oftheissue(s)inquestion. IftheParfiesareunabletoagleeonasinglo acceptable ar.bittator, they shall each, within ten (10) additional bttsiness days, appoint their own 14 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Pageofl5of44 indiviclual appropriate expert. These two experts shall, between them, timely ohoose the single export ar.bitrator, Applicant shall pay the fees ofthe chosen expert albitrator' The chosen expert

5of44 indiviclual appropriate expert. These two experts shall, between them, timely ohoose the single export ar.bitrator, Applicant shall pay the fees ofthe chosen expert albitrator' The chosen expert ar.bitrator shall, witlin fifteen ( I 5) business days after retenti.on, r'oview the positions of the Palties regarding the arbitration issuc and render a decision. The expert arbihator shall ask the prevailing palry to draft a proposed order for consideration and objeetion by the other side under appfopriate timelines set by the expert arbitrator. Upon adoption by the expert al'bitator, after consideratiou ofany such objections, the expert albitrator's decision shall be final and binding upon both Pafties' If the expert arbitr.ator detormines as a pafi of the decision that the County's or the Applicant's position was not only incor.rect but was also maintained unreasonably and not in good faith' then the expert albitrator may order that Pady to pay fees; if the Countn to pay the expe$ arbih'ator's fees, or ifthe Applicant, to pa5 in addition to the expelt arbitrator's fees, an amou{t equal to the expctt at'bitrator's fees to the County.

5.9 parcel Sales. The County aoknowledges that the preoise location and details ofthe publio impr.ovelrents, layout and design, and any other similar itern legarding the development of a particular parcel may not be known at the time of the oreation ofl or sole of a Parcel, Master Developer may obtain approval of a Subdivision as is provided in Utah Codq Ann' $ 17-27a103(62XoXvi) and meeting all other applicabie requirements set fordr in this ARMDA and the Master Plan, without being subject to any requirement in the County's Vested Laws to complete

Ann' $ 17-27a103(62XoXvi) and meeting all other applicabie requirements set fordr in this ARMDA and the Master Plan, without being subject to any requirement in the County's Vested Laws to complete or provide security for any Public Infi'astructuro at the tinre of such Subdivision. The responsibility for completing and providing seourity for completion of any Public Infi'astructure in the Parcel shall be instead that ofthe Master Developer; or a Subdeveloper upon a subsequent re-Subdivision of the Parcel that creatss individually developable parcels' Howevot', constuuction of improvements shall not be allowed until the Master Developer or Subdevelopor complies with the Exhibit A Agreement to Amend, Restqte and Terminate Master Development Agreement for Lakeview Business Pqrk Pageofl6of44 County's Vested Laws, inoluding to courplete or provide seculity for required Public lnfi'astructure, 6. Applicatlon under the C,ountv's Future Laws. Without waiving any rights gtanted by this ARMDA, Master Developet may, at any time, choose to submit a Development Application for any part or all of the Prcject iurder tho County's Future Laws in effect at the time of the Development Applicatiou.

7. Annexation. Master Developer, in its sole and absolute discrotion, nay, at any time and from time to tirne, elect to seek to annex part or all ofthe Property into thejurisdictional boundaries of Tooele City, Gr.antsville City, or any other municipality, Subject to the provisions of Section 7,l,the County covenants that it and any agoncy that it conh'ols will not object to any futule armexation.

7.L County Payback. Any amexation of part or all of the Property shall include provlsions to ensure t}at the County and agencies it controls aro firlly reimbursed for any Public

any futule armexation.

7.L County Payback. Any amexation of part or all of the Property shall include provlsions to ensure t}at the County and agencies it controls aro firlly reimbursed for any Public Infrastruoiu'e that they have consflucted pursuant to this ARMDA or the Master P1an.

R. Publlc Infrastructure.

8.1 Construction by Marter Developer. Other than for those elements of Publio lrflashuctur.e otherwise specified in this ARMDA and the Master Plan which may be construcled by the Coulty or agencies it controls, Master l)eveloper shall have the right and the obligation to construct or cause to be constructed and installed all Public Infiashucture reasonably and iawftlly required as a condition of approval of a Deveiopment Application. Any amounts expended by Master Developer f<ry any ?ublic Inii'ash'uoture shall be reimbrused to Master Developer by levenues genetated by the CRA as provided in Section 9, below.

l6 Exhibit A Agreement to Amend, Restqte qnd Terminate Master Development Agreementfor Lakeview Business Pqrk Page of 17 of44 8'2 Bonding. I{ and to the extent required by the county,s vested Laws, unless otherwise provided by Chapter I 7-274 of the Utah.Code Ann. as amended, seculity for any pu6lic Infrashuchu'e is requiled by the County or an agency it conh.ols, then Applicant shall provide it in a form acceptable to the County or the agency it controls as specified in the Courrfy's Vestecl Laws.

Partial releases of any such required seculity shall be made as wor.k progresses based on the County's Vested Laws.

9. Communitv Reinvestrnent Agency or Similar Assistance.

9.1 Creation of CRA. At the request of Master Developer, the County shall either initiate the process to cteate a CRA ol shall enter into an interlocal cooperation agreement with an

imilar Assistance.

9.1 Creation of CRA. At the request of Master Developer, the County shall either initiate the process to cteate a CRA ol shall enter into an interlocal cooperation agreement with an existing CRA to prnvide Master Developer with ths maximum amount of financial assistance allowable at law to provide the Public Infi.astructuie required for ihe development of thc project.

If in its sole disuefion, Master Developer chooses to ty to utilize any other form of public assistanse to develop the Publio Infrastructure (including, but not lirnited to, tfte creation of an assessment area), then the County shall use its best efforts to cooperate in creating such a financing vehicle to provide Master Deveioper with the rnaximum amount of financial assistance ailowable at law.

9.2 County Administrative Costs. From any ptoceeds generated by the CRA or,other financing vehiole specified in Section 9. 1, the County shall be entitled to be paicl, before any othor distribution of tevenues, its rcasonable and actual costs of adminlsfering the CRA, agreemen! or other financing vehicl s.

9.3 Accounting for and paymenf of cRA-Relmbursable Expenses. Any monies spent by either the County or Master Developer for the consttuction of Public Infiastnrchl'o put'suant to this ARMDA or the Master Plan shall be accounted for with adequate documentatior.

11 Exhibit A Agreement to Amend, Restate qnd Terminate Master Development Agreementfor Lakeview Business Park Page of 18 of44 Each quarler, as monies are received into the CRA or othel financing vehicle, any Party having unreimbursed costs shall be paid from the proceeds ofthe CRA or othor financing vehiole on a plo rata basis calculated by taking the amount of any Parfy's share of the unreimbursed costs of the

having unreimbursed costs shall be paid from the proceeds ofthe CRA or othor financing vehiole on a plo rata basis calculated by taking the amount of any Parfy's share of the unreimbursed costs of the Public Infrastructule divided by the total unrpimbursed costs of the Public Infi'ashucture.

g,4 Surptus Rcvenues. The Parties acknowledge that from time-totime and ovel the ter.m ofthe CRA or any othel'finaneing vehicle, there rnay be revenues generated that exceed the costs of the requirod Public Irrflastructure. The Parfies fuilher acknowledge that it may be in the interest of both of the Parties to use, insofar as pennitted by applicable law, some or all of those excess proceeds to incentivize Master Developer to bring in high-quality end users by such means as assistance with tenant improvcments, creation of visual and physical amenities, and other elements that conh'ibute to the envilonrnent of the Project, The Pa$ies shall negotiate in good faith for the distribution of any such excess proceeds in a manner that maximizes the incentives to genorate measurablo results such as high-skilled and high-paying employment.

9.5 Bonding. At the request of Master'Developer, tho County shall, insofar as it is able aud permitted by applicable law, use its best efforts to issue, or to cooperat€ in the issuance of, bonds baseil on the anticipated revenues ofthe CRA or other financing vehicle, to generate the monies necessary to pay for the required Public Infi'astructure to be built by the County and Master Developer.

9,6 Failure of Revenues. The ability of the CRA or other' financing vehiole to generate sufficient monies to reimburse or otherwise pay thq County and the Master Developer for costs

Master Developer.

9,6 Failure of Revenues. The ability of the CRA or other' financing vehiole to generate sufficient monies to reimburse or otherwise pay thq County and the Master Developer for costs and expenses incuned as provided in this ARMDA is consideration for the Parlies to enter into this agr.eeruent and a material, integral tetm hereto, Should the CRA or other ltnancing vehicle prove rurable to generate sufficient monies, the Pafiies aglee it will rendor pelformarrce under this 18 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 19 of44 ARMDA impossible or impractioable and pointless, and shall opel'ate either to discharge all of each pa$y's obiigations hereunder or, at tho Parties' discretion, allow thern to negotiate a mutually s atisfactory refor-rnation, 10. Roadrvavs and Trails.

10.1 Sheep Lane Improvements. The County may elect to plan, designate and construct, ot have consfi'ncted, ceftain road widening improvements along Sheep Lane in coorclination with or after ths construction of auticipated Mid-Valley i{ighway improvements. The County shall work with IIDOT and use its best efforts to ensul'e that such road improvements will only affect Sheep Lane ancl avoid or minimize any adverse irnpact on the Property. If UDOT proposes a roadway route for the Property othel than Sheep Lane, the County will use its best property. If any nrodification to Sheep Lane requires it, aod if Master Developer has not already obtained approval for a Development Application for the same area, Master Developer shall dedicate to the County up to thidy feet (30') of right-of-way on the far westem side of the Pr'operty

already obtained approval for a Development Application for the same area, Master Developer shall dedicate to the County up to thidy feet (30') of right-of-way on the far westem side of the Pr'operty as illustrated on Exhibit "8," The County shall coordinate such improvoruents to Sheep Lane or to the alternative connection to allow as many access points to the Property as pefinitted by applicable laws and ttansportation regulations' including safety regulations, and, if required' UDOT approval. Access to Sheep Lane (a Community Spine Artedal Road) shall have a minimum spacing of line hundrBd thirty feet (930') lbr fuil access at an intersection rvith any signalized inter.sections a minimum of two thousand six hundred and foty feet Q'640') apart,pet AASHTO stantlarcls. Rigbt InlRight Out access may be allowed with a rninimtun of six hundred feet (600') spacing fi'onr iatersections and other access points with the consttuction ofan additional righthand 19 Exhibit A Agreement to Amend, Restqte qnd Terminate Master Development Agreementfor Lakeview Business Park Page of20 of44 lane by the Master Developer. Access points on Exhibit B may be rnodified to meet these requirements, 10.2 Vacation of Existing Plat/Swap Parcels. The County shall initiate and process in good faith a vacation of the Existing Plat, oxcepting only Lot 2 of the Existing Plat. Upon the vacation ofthe Existing Plat, the roads platted on the Existing Plat shall be swapped Sor those shown in Exhibit "8" or otherwise approved in the Master Plan. These Road Swap Parcels will be exchanged by deed and will be subject to the pr.ovisions in Section 10.2.1, below.

10.2.1 Alteqative Looation. If Master Developer obtains ploperty fiom Union

ter Plan. These Road Swap Parcels will be exchanged by deed and will be subject to the pr.ovisions in Section 10.2.1, below.

10.2.1 Alteqative Looation. If Master Developer obtains ploperty fiom Union Pacific Railroad as illustrated in Exhibit "8," then the parcels to be swapped to the Couoty will be rolocated to that property. The dedication fi'om Master Developer to the Counfy'shall include a pruvision that if the County deteunines that the 33rd Palkway is to be built in any aitemative location to the north of the alignment contemplated in Exhibit "B," then the County will vacate back to Master Developer any por$ion of the dedicated property not requhed. The County shall also use its best elforts to grant Master Developel access points to the Property no less ftequent than one (1) aceess point every six hundred feet (600') to any altetnative falther-north alignment, 10,3 Construction of 33rd Parkway. Thc County shall causc the construction of the 33rd Parkway to be substantially conrpleted withil twenty-fout' (24) months after Master Developer shall have provided docurnentation to th.e County that Master Devoloper has seculed end-users for a portion of the Project of at least eithert (a) 250,000 square feet under roof; (b) 200 ernployees; (c) 40 acres; or (d) $50 rnillion total investment. The right-of-way and conesponding pavement width will be two hunct'ed feet (200'). County shall nllow as many acces$ points to the P1operty as per:nitted by applicable laws and transpot'tation legrrlations, including safety regulations, and, if requiled, UDOT approval. Access fo 33rd Palkway (a Cornnunity Spine 20 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of2l of44

and, if requiled, UDOT approval. Access fo 33rd Palkway (a Cornnunity Spine 20 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of2l of44 Arterial Road) sha1l have a minimum spacing of nine hundred thirty feet (930') for firll access at an intersection with any signalized intersections a minimum of two thousand six hundred and forty feet (2,640') apart, per AASIITO standards. Right In/Right out access may be allowed with a minimum of six hundred feet (600') spacing fiom intersections and other access points with the construction of an additional righthand lane by the Master Developer. Access points onExhibit B will be modified to meet these requirements.

rc.4 Rail Trail, The County shall cause the existing Rail Trail to be relocated to the location shown on Exhibit "8" and reduced to a width of thirfy-five feet (35')' Upon the Rail Trail,s relocation, the Master Developer shall pay to County the sum of $12,800 for the reduction in the size of the Rail Trail. This sum shall be earmarked for the improvement of tho trail.

l0.S Rail Line. The County shall grant Master Developer an easement to use the existing Rail Trail alignrnent to be used for a rail line, upon raih'oad's approval.

1 I Ofhcr Public Imnrovements.

l l.1 Secondary Accesses. If a Development Application for a porlion of the Project requires, either for County-imposed public safety regulatious or the treeds of the end-user' a secondary access to either Elila Way or SR 112 then the County shali cooperate with any intervening landowners to acquire tho access and the County will construct the road when aud as needcd. Any costs inoured by the County or Master Developel for this work sha1l be reimbursed

e with any intervening landowners to acquire tho access and the County will construct the road when aud as needcd. Any costs inoured by the County or Master Developel for this work sha1l be reimbursed by the CRA or other financing vehicle pursuant to Section 9.

11.2 'W'ater nnd Sanitary Sewer. Ths County represents that it has or will arnend or enter into a new Interlocal Agreeinent with the Stansbury Patk Improvement Distriot, or will enter into an Inter.local Covermental Agrcernent with Grantsville City and/or Tooele Cily' to provide culinary water. and sanitary sewer servioes to the Project. If any facilities for culinaly water and 21 Exhihil A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of 22 of 44 sanitaly sower services need to be constructed, then the costs of such consttuction will be paid for by the County, a County-confr.olled agency or any entity with which the County has an Interlocal Govegunent Agl'eement, or any combination thereof. The County shall use its bost efforts to ensure that Master Developer may uso the existirrg sewer force main and 12" water line as illustrated on Exhibit *8" foL the entire Ploject. Any costs inouued by the County or Master Developer lbr this wor.k shall be reirnbrused by the CRA or other financing vehicle pursuant to Section 9.

ll.3 Water Rights. The County will assist Master Developer in obtaining any required water. rights necessary to service the Project, Any costs incurred by the county or Master Developer for fhis wor.k shall be reimbulsed by the CRA or other' financing vehicle pursuant to Section 9.

ll.4 Railroad Spur. The Parties acknowledge that the Prcject may include an end-user

r Master Developer for fhis wor.k shall be reimbulsed by the CRA or other' financing vehicle pursuant to Section 9.

ll.4 Railroad Spur. The Parties acknowledge that the Prcject may include an end-user that will desit'e or need a railroad spur. Any costs incutted by the County, Mastel Developer, or Subdeveloper,for this work shall be reimbru'sed by the CRA or other financing vehicle pursuant to Section 9.

12. Storm-94!arl-!oDrcwmg!.b.

lZ.I Storm Water Or.iginatlng ou the Property, Master Developer shall crrnstnrct, or oause to be constructed, stonn water retention and detention facilities in accotdance with the Master plau to accommodate stotm water flows originating firom within the Ploperty' Master Developer shall not be required to design and construct such retention and detention facilities to adtlress stonn',vatel.flows originating from outside the Property without reimbulsement frnrn the County. Any costs incurred by the County or Master Developer for this work shall be reinbursed by the CRA or other finanoing vehiole pursuant to Section 9' 22 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of23 of44 lZ.Z Construction of Storm Water Facilities. The Parties aoknowledge that the Counfy does not crr1:l.ently provide regional storm water detentitln facilities and, instead, requires any development to retain all storm water or its own behalf. If the County chooses to cleate a regional water detention system that includes the Project, then the County shall pay for all costs necessary to cause the conshuction of storm drain piping tluough the Property to accommodate upstream stoun water. drainage, including without limitation, from tlre two cxisting drainage

for all costs necessary to cause the conshuction of storm drain piping tluough the Property to accommodate upstream stoun water. drainage, including without limitation, from tlre two cxisting drainage channels that enter the Ptoperty at the south and drain nofih-northeastelly through the Propelty' Any costs incunecl by the County or Mastor Developer for this work shall be roimbulsed by the CRA or other financing vehicle pursuant to Section 9' 12.3 Construction of On-Site Facilities, When developing a Parcel, Master Developer shall, or as applicable, shall oause each Subdevelopet developing a Parcel' to' as a part of a Development Application, constnrct whatevel storm water retention or detention facilities within each zuch Parcel as are required by the County. Aly costs incured by the County, Master Developer., o1 a Subdeveloper for this work shall be leimbursed by the CRA or other financing vehicle pursuant to Seotion 9.

13. SlectricalUtilities.

13.1 Construction of Electrical Utility Improvements, The Parties acknowiedge that Rocky Mountain Power has represented that it has sufficient electrical capacity and h'ansmission lines adjacent to the Ploperty to provicle a "wil1 set'vs" commitment to the Prnperly, The County will cooperate with Rocky Mounfain Power to cause it to conshuct tfansforuers, circuit breakets, voltage regulatiirg equipment, buses, switches, capacitor banks, reactors, protection and control equipment, ancl any other equipment related t<l switching, regulating, tt'ansfo$ning, ol otherwise modifying the char.acteristics of electricity to serve tlre Propefly. The County sha1l use its best z5 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of24 of44

istics of electricity to serve tlre Propefly. The County sha1l use its best z5 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of24 of44 effolts to cause Rocky Mountain Power to pay for all zuch costs, If Rocky Mountain Power does not pay all such costs, then the County shall be responsible for any costs associated with instailing anrl constnrcting the foregoing electrical irnprovements that are not paid for by Rooky Mountain power. Any costs incured by the County ot Mastel Developer for this wolk shall be reimbursed by the CRA or other financing vehicle pursuant to Seotion 9. The Master Developer acknowledges that it may take up to two (2) years for Rocky Mountain ?ower to complete the substation that is critical for the development of the Project. The County shall use its best efforts to begin wolking with Rocky Molntain Power immediately upon the execution of this ARMDA and approval of the Master plan to have Rocky Mountain Power build the substation at Rocky Mountain Power's expellse with a target completion date of no later than January l'2021' 14. Construction of Natural Gas Utilitv Improvements. The County agtees to cooperate with Master Developer and utility servico prnviders in their efforts to ensure that sufficient natural gas capacity and h.ansmission is present to serve the ?roperty. Any costs incur:red by tho County or Mastet Developer tbr ttris work shall be reimbursed by the CRA or other fioancing vehicle pursuantto Section 9.

15, UpsizinglReimbursements toMasterDeveloper.

I 5. 1 ((Upsizing.,' The County shall not requirrc Master Developer to "upsize" any future public fnfrastrucfur'e (i.e., to construct the in{i'astruclute to a size larger than requiled to seryico

per.

I 5. 1 ((Upsizing.,' The County shall not requirrc Master Developer to "upsize" any future public fnfrastrucfur'e (i.e., to construct the in{i'astruclute to a size larger than requiled to seryico the pr.oject) urdess finaucial arangements reasonably acceptable to Master Developer ale made to compensate Master Deyeloper for the costs of service inten'uption and incidental property damage directly resuhing fi'om such upsizing' 24 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of25 of44 16. Default 16.l Notice, If Master Doveloper or a SuMeveloper or the County t'ails to perform theil respective obligations hereunder 01'to comply with the terms hereof, the Party believing that a DefaulthasoccuuedshailprovideNoticetotheothelPafiyolParties. IftheCountybolievesthat the Default has been committed by a Subdeveloper, then the County shall also provide a courtesy copy of the Notice to Master Developer.

16.2 Contents of the Notlce of Default. TheNotice of Default shall: 16,2.1 Specific Claim, Specify the olaimed event of Default; 16.2.2 Applicable Provisions. Identify with particularity the provisions of any applicable law, rule, regulation, orplovision of this ARMDA that is claimed to be in Default; 16,2.3 Mateliality. Identify why the Default is claimed to be material; and 16.2.4 Optionai Cure. If the County chooses, in its discretion, it may plopose a method and iime for curing the Default which shall be of no less than thfty (30) days duration, 16.3 Meet anil Confer, Mediatiou, Arbitrafion. Upon the issuanco of a Notice of Default, the Parties shall engage in the "Meet and Confer" and "Mediation" ptocesses specified in

ty (30) days duration, 16.3 Meet anil Confer, Mediatiou, Arbitrafion. Upon the issuanco of a Notice of Default, the Parties shall engage in the "Meet and Confer" and "Mediation" ptocesses specified in Sections 5.5 and 5,7. If the ciairned Default is subject to Arbitration as provided in Section 5.8, then the Palties shaii also foliow that process when warranted, 16.4 Remedies. If the Padies are not able to resolve thc Default by "Meet and Confer"' or by Mediation, and if the Default is not subject to arbitlation, tlen the Parties may have the follow;ng lemedios, except as specifically limited in 1 6' 10: 16.4.1 Law and Equity. A1l rights and lemedies available at law and in equity, includitg, but not limited to, iqjunctive relief and/or specific perfomrance' 25 Exhibil A Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of26 of44 16.4.2 Securify. The right to draw on any secutity posted or provided in connection with the Project and relating to rernedying of the particulal Default' 16.4.3 Future Aporovals, The right to withhold al1 flrrther feviews, appt'ovals, licenses, building pemits, and/or other permits for development of the Prnject in the case of a default by Master. Developer, or, in the case of a default by a Subdeveloper, development of those Parceis owned by the Subdeveloper until the Default has been oured' 16.5 Attorneyst Fecs. The Parfy prevailing in any aotion following an unsuccessful .,Mect and Confer," mediation, or, if applicable, arbitration shall be awarded its reasonable legal expenses, including its reasonable attornoys' fees' 16.6 Public Meeting. Before a11y remedy in Section 16.4 may be imposed by the

, or, if applicable, arbitration shall be awarded its reasonable legal expenses, including its reasonable attornoys' fees' 16.6 Public Meeting. Before a11y remedy in Section 16.4 may be imposed by the County, the party allegedly in Default shail be afforded thc right to attend a public meeting before the County Comrnission and address the claimed Default.

16.7 Emergency Defaults, A::ything in this ARMDA notwithstandiag, if the county Cornmission finds on the record that a Default materially impairs a compelling, countervailing inter.est of the Counfy ancl that any clelays in declaring a Default and imposing appropdate remedies would aiso impair' a compelling, countervailing interest of the County, then the County may impose the remedies of Section 16.4 without first satislying the requilements of Section i6.6' 16.8 Extendeel Cure Pcriod. If any Default cannot be reasonably cured within thirty (30) days, then such cule period may be extended at the discretion ofthe Parly asserting Default so long as the defaulting Party is pursuing a cure with reasonable diligence.

L6.g Default of Assignee. A default of arry obligations assumed by an assignee shall not be deemed a dofault of Master Developer.

26 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of27 of44 16.10 Limitation on Remedies. The Parties acknowledge that neither Party shall be entitied to a r.emcdy of incidental or consequenlial damages for any breach of this ARMDA and thai the only remedy other than those provided for in this Seotion 1 6 shall be specific perfounance.

17. Notices. A11 notices required or permitted under this ARVDA shal1, in addition to any

RMDA and thai the only remedy other than those provided for in this Seotion 1 6 shall be specific perfounance.

17. Notices. A11 notices required or permitted under this ARVDA shal1, in addition to any other means of transmission, be given in wliting either by certified mail, hand delivery, ovenaight courier service, or email to the following addresses: To the Master DeveloPer: RG IV, LLC 2265 East Munay HolladaY Road Holladay, UT 841 17 With a Copy tor Bruce R. Baird Bruce R. Baird, PLLC 2150 South 1300 East, Suite 500 Salt Lake City, tIT 84106 To Tooele CountY: Chairperson, Tooele County Conrmission 47 South Main Stteet Tooele,UT 84074 With a Copyto: Toole County AttomeY 74 South 100 East, Suite 26 Tooele, UT 84474 1,7.1 Effectiveness of Notice. Except as otherwise provided in this ARMDA, each Notice shall be effective srd shall be deemed delivered on the earlief of: 17.1.1 Hand Delivery, Its acftial leceipt, if clelivered personally or by courier service.

17.1.2 Electronio Delivery. Its actual receipt if delivered elechonically by email and the sending palty has an electl'onic receipt of the delivery of the Notice' 27 Exhibil A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of28 of44 17,1.3 Mailing. On tho day the Notice is postmarked for marling, postage prepaid, by Certified United States Mail and actually deposited in ot delivered to the United States Postal Service.

17.2 Change of Address. Aay Party nray change its address, inciuding email address, for Notice under this ARMDA by giving written Notice to tho other party in accordance with the provisions of this Section.

18. I{o Third-Partv Rishts/No Joiut Venfure. This ARMDA does not create a joint venture

under this ARMDA by giving written Notice to tho other party in accordance with the provisions of this Section.

18. I{o Third-Partv Rishts/No Joiut Venfure. This ARMDA does not create a joint venture relatiolship, partnership, or agency relationship botween the Pafties' Furlher, the Parties do not inteod this ARMDA to create any third-party beneficiary rights except as expr.essly proviiled hereil. The Parties qcknowledge that this ARMDA refers to a private development and that the County has no interest ir1 responsibility for, or duty to any third parties concerning any improvements to the Property unloss the County has accepted the dedication of such improvements at which time ail rights and responsibilities--except for walranty bond requilements undel the County's Vested Laws and as allowed by stato law-for the dedicated implovements.

18,1 Indernnification and Defense of Third-party challenges. If this ARMDA or any actions taken by the County to satisfy its obligations undel this ARMDA are challenged by a person or entity that is not a Party to this ARMDA, Master Developer shail indemniff tlte County against al1 expenses, awards, an<l damages incuued from such challenge, including all claims anci causes of aotion arising thereflom, ancl shall defend the County from every such challenge at its own expense.

19. Assieuabilitv. The rights and responsibilities of Master Developer under this ARMDA may be assigned in whole or in part, respectively, by Master Developer with the consent of the County as provided herein.

28 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of29 of44 19.1 Related Intity, Master Developer's hanstbr of all or any part of the Propetty to

A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of29 of44 19.1 Related Intity, Master Developer's hanstbr of all or any part of the Propetty to any entity'1elated" to Master Developer (as defined bylegulations of the Intemal Revenue Service in Section 165), Master Developer's entry into a joint venturo for the developrnent of the Project, or Master Dcveloper.'s pledging of part or all of the Ploject as security for tinancing shall also not be deemed to be an "assignment" subject to the above-referonced approval by the County unless specifically designated as such an assignment by the Master Doveloper. Master Developel shall give the County Notice of any event specified in this sub-section within ten (10) days after the event has occu6ed. Such Notice shall include providiug the County with all necessaty contact information for the newly lesponsible party' lg.2 Notice. Master Developer shall give Notice to the County of any ptoposed assignrnent and provide such information regarding the proposed assigneo that the County may r.oasonably request in making thc evaluation pennitted under this Section. Slrch Notice shall include providing the County with all necessary contact information for the proposed assignee, 1g.3 Time for Objection, Unless the County objects in wfiting within Wenty (20) business days of Noticg the County shali be deemed to have appl'oved of and consented to the assignment, lg.4 Partlal Assignmcnt. If any proposed assignrnent is fbr less than all of Master Developer's rights and responsibilities, then the assignee shall be tesponsible for the pelformance of eaoh of the obligations contained in this ARMDA to which the assignee succeeds. Upon any

f Master Developer's rights and responsibilities, then the assignee shall be tesponsible for the pelformance of eaoh of the obligations contained in this ARMDA to which the assignee succeeds. Upon any such appr.oved partial assignment, Master Developer shall not be released from any futute obligations as to those obligations which are assigned but shall l'etnain responsible for the performance of all its obligations herein.

29 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 30 of44 19.5 Denial. The County may only withhold its consent if the County is not reasonably satisfied of the ploposed assignee's financial ability to perform the obligations of Master Developer proposed lo be assigned, there is an existing bleach of a deveiopment obligation owed to the Counfy by the proposed assignee or related entity that has not either been cured or in the process of being ctrred in a malmer acceptable to the County, or the proposed assignee or telated entity has a documented history of failing to meet its obligations in prior agl'eements with the County or other govermnental entities. Any refusal <lf the County to accept an assignment shall be sub.ieot to the "Meet and Confer'" and "Mediation" processes specified in Seciions 5.5 and 5.7' Ifthe refusal is subject to A:'bitlation as provided in Section 5.8, then the Parties shall tbllow such pfocesses.

tg.6 Assignees Bound by ARMDA, Any assignee shall consent in writing to be bound by the assigned ter.ms and conditions of this ARMDA as a conditionprecedent to the effectiveness of tho assignment, ZA, Bindiuq Effect. If Mastor Developer sells or conveys Parcels of land to Subdevelopers or

ssigned ter.ms and conditions of this ARMDA as a conditionprecedent to the effectiveness of tho assignment, ZA, Bindiuq Effect. If Mastor Developer sells or conveys Parcels of land to Subdevelopers or related parties, tho lands so sold and conveyed shall bear the same rights, privileges, and configuratiols as applicable to such Paroels and be subject to the same limitations and rights of the County when owned by Master Developer and as set forth in this ARMDA and the Mastel Plan without any required approval, review, or consent by the County except as othelwise provided herein.

21. No'Waiver. FailureofarryPaftyheretotoexerciseanyrighthereundershallnotbedeerned a.rvaiver of any such r:ight and shall not affect the r{ght of srich Party to exetcise at some future date any such light or any othel righ,t it may have.

JU Exhibil A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of3l of44 22. Severability. If any imnratertal provision of this ARMDA is held by a coutt of competent jur.isdiction to be invalid for any rcason, the Parties consider and irrtend that this ARMDA shall be deemed amended to the extenf necessary to make it consistent with such decision and the balance of this ARMDA shall remain in full force and affect, 23. Forcs.Maieure. Any plevention, dolay, ot stoppage of the perfolmance of any obligation gnder this Agreement which is duo to stikes, labor disputoq inability to obtain labor, materials, equipment or reasonable substitutes therefor; acts ofnature, govetnmental restrictions, tegulations or controls, judicial ordors, enemy or hostile government actions, wars, civil commotions, files, ot other casualties or other causes beyond the reasonable coatrol of the Party obligated to per{orm

ns or controls, judicial ordors, enemy or hostile government actions, wars, civil commotions, files, ot other casualties or other causes beyond the reasonable coatrol of the Party obligated to per{orm hereunder shall excuse performance of the obligation by that Party lor a period equal to the duration ofthat preventiotr, delay, or stoppagc, 24. Time is of the Egsence. Time is of the essence to this ARMDA and every right or' responsibility shall be performed within the times spccified' 25, Appointment of Representatives. To fuither the commitment of the Parties to cooperate in the implementation of this ARMDA, the County and Master Developer each shali designate aad appoint a representative to act as a liaison befween the County and its various departrnents and the Master Developer, The initial representative for the County shali be the County Community Development Director. The initial representative fol Master Developor shall be Anthon Stauffor.

The ?arties rnay change thei'designated representatives byNotice. The representatives shall be available at all reasonable times to discuss and review the performance of the Parlies to this ARMDA and the development of the Project, 3t Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lqkeview Business Park Page of32 of44 26. Appllcable Law. This ARMDA is entered into in Tooele County in the State of Utah and shall be construed in accordance with the laws of the State of Utah irrespective of Utah's choice of law rules, unless otherwise provided herein.

27. Venue. Any action to enforce this ARMDA shall be brougtx only in the Third District Court fol the State of Utah in Tooele County.

2g. Entire Asleemery!. This ARMDA, including all Exhibits hereto, is the entire agreenlent

enforce this ARMDA shall be brougtx only in the Third District Court fol the State of Utah in Tooele County.

2g. Entire Asleemery!. This ARMDA, including all Exhibits hereto, is the entire agreenlent between the Partics ar1d may not be amended or modified except eithet as provided herein or by a subsequent written amendment signed by all Parlies.

29. Mutual Drnftine, Each Party has participated in negotiating and drafting this ARMDA and thelefore no provision of this ARMDA shall be construed for or against any Party based on whioh Party dlaftcd any particular portion of this ,{RMDA.

30, Recordation and Runnins with the Lsnd. This ARMDA shall be recorded in the chain of title for the Property. This ARMDA shall amend, restate, and replace the Oliginal Development Agreeruent and shall be deemed to run with the lanci' 31 . Authoritv. The Parties to this ARMDA each wamant that they have all of the neoessary authodty to execute this ARMDA.

32 Exhibil A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 33 of 44 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by and ttu.ough their lespective, duly authorized representatives as of ihe day and year fit'st herein above written.

MASTERDEVELOPER: RG IV, LLC, a Utah limited liability company By: MASTER DEVELOPER ACKNOWLED GMENT STATEOFUTAH ) Onlb dayotbs+ n ' bor' -, 2018, personally appeared before me who being by me duly sworn, did say that he/she is the View Business Park, LLC, a Utah limited liability company, and that the was duly authorized by the company at a lawful mecting held by authority ofits operating agreemert and signed in behalfofsaid oornpany My Commission Expires:LL2 Residing at:

lity company, and that the was duly authorized by the company at a lawful mecting held by authority ofits operating agreemert and signed in behalfofsaid oornpany My Commission Expires:LL2 Residing at: h!,:ts,.)i fut$c 51rta st ;n{i?

33 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of34 of44 TOOELECOUNTY Tooele County, a Utah political subdivision By: TOOELE COUNTY ACI(NOWLEDGMENT STATEOFUTAH ) :ss' couNTY OFTOOELE ) the day of was MyCill:nrissionApproved as to form and legalitY: Attest:ilrt' fft'' " ' " ' .2018 porsonally appeared before me iriro being by rne duly sworu, did say that he/she is the e Residing at: 34 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park DESERET PEAK SPECIAL SERVICE DISTRICT Deseret Peak Speoial Service Disuict (DPSSD), Approved as to fbrm and legality: a Utah speciai selice district By: Name: ItsAttest: DPSSDACKNOWLEDGMENT STATEOFUTAH ) . J5, cotrNTYoFTooELE ) On the day of appeared before me being by me duly sworn,did say that helshe is the of the Deseret Peak SpecialService Dishict, a special service district croated by Tooele CountY, and that said instrumert wassigned in behalfofthe DPSSD by authority ofits board and said+lf- acknowledged to me that the DPSSD executed the samg.

ARY MyCommission Residing 35 Exhibit A Agreement to Amend, Restate and Terminqte Master Development Agreementfor Lakeview Business Park Page of 36 of44ffi By: Its:GIZA DEVELOPMENT, L,L. C.

a Utah limited liability oompany

ding 35 Exhibit A Agreement to Amend, Restate and Terminqte Master Development Agreementfor Lakeview Business Park Page of 36 of44ffi By: Its:GIZA DEVELOPMENT, L,L. C.

a Utah limited liability oompany GIZA DEVELOPMENT, L.L.C. ACKNOWLEDGMENT STATEOFUTAH ) :ss, COUNTYOF DC\VIS the2018, personally appeared before me who being byme duly swom, did say that helshe is the Giza Development, L.L.C., a Utah linited liability company, and that duly author{zed by the comPanY at a iawful meetingheldby authority ofits operating agreement and signed in behalfofsaid cotnpany.

PUBLIC My Commission Expires: l\lUo lt 0U 8E\r:iwxf,rTcot[RY mfiuilFlrru.E mtruntl colH8loi llo. at$or 36 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of37 of44 Byr Its:MILLER ESTATELLC, a Utah Name: MILLER F'AMILY REAL ISTATE LLC ACKNOWLEDGMENT STATE OF UTAH lss, COUNTYOF Onl0 day of t,:amLo( 2018, personally appoared before me wto-Ediru by me duly swom,did say tbat he./she is the Family Real Estote LLC, a Utaltlimiied lialtility coflpa-ny, trx.l' was duly authorized by thc comPanY at a lawftl meeting held by agreement and siped in behalf of said company PLTBLIC My Expirer:l-tq' Loei Rosiding at: 37 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 38 of44,5'oldnlr I ERETOTI HAFOY ,fnffprilf,snrE0fgnf coum3&oilt tllaal c0tr. gxP.0r"1r-20a Exhibit A-l Exhibit A-2 ExhibitBTABLE OF EXTIIBITS Legal Description of ProPe*Y Legal Desoription of Excluded Prcpefiy Illustlation of Roads and Easements Exhibit A

um3&oilt tllaal c0tr. gxP.0r"1r-20a Exhibit A-l Exhibit A-2 ExhibitBTABLE OF EXTIIBITS Legal Description of ProPe*Y Legal Desoription of Excluded Prcpefiy Illustlation of Roads and Easements Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 39 of44 EXHIBIT A.1 Legal Descdption of PropeitY OVERALL BOUNDARY DESCRIPTION: Two par.cels of lan{ located in a portion of Section I and in a portion of Section 12, Township 3 Soutli, Ra1g" 5 West, Salt Laki Base and Meridiaq Tooele County, Utah, morr particularly described as follows: PARCEL T BEGINNING at a point772.l2 fcet South 00"22'10" East along the Section line from the Northeast corner ofsaid Sectlon 1, and running thence South 00o22'10" East 1 874. 14 feet along said Section line to the East Quarter corner of said Section 1; thence South 00'20'45" East 2635.35 feet along the Section line to the Southeast corael of said Section 1; thence South 00'21'26t'East264A.77 feot along the Section line to the East Quafier corner ofsaid Section 12; thenoe South 00o22'15" East 106d.00 fect along the Section line; thence Soulh 89o36'48" West 2604.73 feet to a point on a2827.53 footradius non-tangent cuwe to the light and the Nottheastelly boundary of tbatcertain property (Abandoned Wamei Branch of the Union Pacific Railroad Company) described in the Oonation Quit Clairn Deed recorded l/I2194 as Entry No. 61883 in Book 3 at Page 742 in the Office of the Tooele County Re cor der and an eristing fence line; thence Northw esterly 497 .60 feet along the o aro ofsaid curve, fence and property through a central angle of 10"04'59" (chord beaLs Norti 42"45'57,' West 796.96 feet) to a tangent line; thence North 37"43'28" West 2616.10 feet

0 feet along the o aro ofsaid curve, fence and property through a central angle of 10"04'59" (chord beaLs Norti 42"45'57,' West 796.96 feet) to a tangent line; thence North 37"43'28" West 2616.10 feet along said fence and ptopelty to ttre Easterly boundary and right-of-way line of Sheep Lane as showln on that certailRoad Dedication Plat for Sheep Lane - SR 112 to SR 138, dated 2-APR2019; thence Nor.th 00"22'15" West 218.93 feet along said Sheep Lane to a point of curvature with a 3050.00 foot radius ourve to the left; thence Notthwesterly i286.65 feet along the ale of said cwve and Sheep Lane thlough a centlal angle of 24"10'73u (chord bears Ngtth 12"27'22"W 1277.13 f'ee11 to; tangelt line; thenceNorth 24"32'28u West 450.88 feet along said Sheep Lane to a point of crirvatur.e with a 2950.00 fbot radius cuve to the right; thence Northerly 1229'08 feet alingthearcofsaiciculeandSheepLanethoughacentlal angleof23"52'17"(ohordbearsNotth l} 3,:6,20u West 1220.21 feet) to a tangont line; thence North 00"40'11" West 470,50 feet aiorrg sai6 Sheep Lane to the Southwest coruer of Lot 2, Mller Motorsports Businoss ?ark PUD No' 1 as recoded 4ll4l09 as Entr.yNo .324129 inthe Office oftheTooele County Recorder'; thenceNorth g9o40'28" East 1505.84 feet, more or less, along said Lot 2 to the Southea.rt corner of said Lot 2; thencc North 00.19'32u West 1065.00 feet along said Lot 2 to tlre Northeast corner of saidLot?; thence South 8 go40'28, West 1512.18 feet along said Lot 2 to tho Northwest corrter of said Lot 2 and said Easter.ly boundary and r{ght-of-way of Sheep Lane; thence Nolth 00"39'55" West 486.54 feet to a point oicurvatute with a 25,00 foot radius curvc to tlle right and the Southwest cornel of

ot 2 and said Easter.ly boundary and r{ght-of-way of Sheep Lane; thence Nolth 00"39'55" West 486.54 feet to a point oicurvatute with a 25,00 foot radius curvc to tlle right and the Southwest cornel of LotAofsai<lMillerMotolsportsBusinessParkPUDNo. 1;thenceNortheaslafly39.42feetalong the arc of said cu1o and Lot A thlough a conh'al angle of 90"20'23" (chord bears Notth 44'30'16" East 35,46 feet) to a tangent line; thence North 89"40'28u East2569.94 feet along saitl Lot A to a point of curvature with a ZS.O0 footradius curve to the right; thence Southeastetly 39'27 feet along ihe arc of said curve and Lot A tluough a ceuh'al angle of 90"00'00" (chord bears South 45 1 9'32" East 35.36 feet) to a non-tangent line; thence Notth 89o40'28" East 60.00 feet along said Lot A to the Northeast comer of said Lot A; thence Nclfth 00o19'32" West 225.00 feet along said l-ot A to Exhibit A-1, Page 1 of 2 Exhihil A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of40 of44 the Northeast corner of said Lot A; thence South 89o40'28" '9'/est2656.42 feet along said Lot A to a point of curvature with a 25.00 foot radius culve to the tight; thence Northwesterly 39.12 feet along the at'c ofsaid curve and Lot A thlough a cenh'al angle of 89"39'3'1" (chord bears North 45";g,44u West 35.25 feet) to the Northwest corner of said Lot A and said Sheep Lane; thenoe North 00.39'55" West 971.16 feet, mote or less, along said Sheep Lanc to the Northwest corner of said Miller. Motorsporls Brisiness Park PUD No. 1; thence South 84'23'36" East 5284.93 feet along said subdivision and the easterly extension thereof to the POINT OF BEGfNNING.

Containing 852.21 actes, more or less TOGETHERWITH: PARCEL2

ark PUD No. 1; thence South 84'23'36" East 5284.93 feet along said subdivision and the easterly extension thereof to the POINT OF BEGfNNING.

Containing 852.21 actes, more or less TOGETHERWITH: PARCEL2 BEGINNING at a point on the Eastedy boundary and righrof-way line of Shcep Lane as shown on that certain Roid Dedication Plat for Sheep Lane - SR 112 to SR 138, dated 2'APR-2019 1060.00 feet South 00"22'15' East and 4527 .07 feet South 89o36'48" West from the East Quartel corner of said Section 12, and running thence North 00o22'15" West2282,29 feet along said Sheep Land to the Southwester'ly boundary of that certain Property (Abandoned Warnet Branch of the Urdon Pacific Raih'oacl Cornpany) described in the Donation Quit Claim Deed recorded 1ll2l94 oxisting felce line; thence South 37"43'28u East 2485.09 feet alotrg said fence and Plopefiy to poht 01 clrrvahu'e with a 2927 .53 foot radius curve to the lefti thence Southeastel'ly 408.47 feet ilong said fence and Property thlough a central angle of 07o59'39" (chord bears South 41"43'17' OF BEGINNING.

Containing 45.71 acres, more or less The overall total ofboth parceis is 897'92 actes, moLe or less' Exlfbit A-l,Page2 of 2 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 4l of 44 EXHIBIT A-2 Legal Desctiption of Excluded Property LOT 3, MILLER MOTORSPORTS BUSINESS PARK PUD NO. 1, A SUBDIVISION OF TOOELECOUNTY, Exhibit A-2 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of42 of44 EXHIBIT B

BUSINESS PARK PUD NO. 1, A SUBDIVISION OF TOOELECOUNTY, Exhibit A-2 Exhibit A Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of42 of44 EXHIBIT B Illustlation of Roads and Easements Exhibit B, ?age I of 2 Exhibit A Agreement to Amend, Restate qnd Terminate Master Development Agreement for Lakeview Business Park Page of43 of44 c!caggd@ tr 08931 Fo.drdn6* s0Y08 xoE]ltir -iYrol lY z6.t68 f,srsJY TluE 3 / // f' H,mAC ffiffi// wdwm / <z--e T-ff-i .reanr qf!

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!!\ a(\ (\ oa G(\ (\ rt (\ b h (\ EXHIBIT B ARMDA Acreage Description OVERALL BOUNDARY DESCRIPTION Two parceis of land located in a portion of Section I and in a poftion ol Section 12, Township 3 South, Range 5 West, Salt Lake Base and Melidian, Tooele County, Utah, more particularly described as follows: PARCEL 1 BEGINNING at apoint772.12 feet South 00o22'10" East along the Section line fiom the Northeast comerofsaid Section 1, and running thencc South 00o22'10u East 1874.14 feet alongsaid Section line to the East Quarter comer of said Section 1; lhelce South 00'20'45" East 2635.35 feet along the Section line to the Southeast corrrer of said Section 1; thence South 00o21'26" East2640.77 feet along the Section line to the East Quatter comer of said Section l2; thence South 00o22'15" East 1060.00 feet along the Section line; thence South-89"36'4-8" West 2604.73 feet to apoint on a2827.53 foot radius non-tangent curve to the right and the Northeasterly boundary ofthat certain Property (Abandoned Wamer Branch of the Union Pacific Railroad Company) described in the

to apoint on a2827.53 foot radius non-tangent curve to the right and the Northeasterly boundary ofthat certain Property (Abandoned Wamer Branch of the Union Pacific Railroad Company) described in the Donatioa Quit Claim Deed recorded 1/12194 as Entry No. 61883 in Book 3 at Page 742 in the Oftice of the Tooele County Recorder and an cxisting fence line; thence Northwesterly 497 .60 feet along the o arc ofsaid curve, fence and property through a central angle of 10"04'59" (chord bears North 42o45'57" West 796.96 feet) 1o a tangent line; thence Norlh 37"43'28" West 2616.10 feet along said fence and properfy to the Easterly boundary and right-of-way line ofSheep Lane as shown on that certain Road Dedication Plat fol Shcep Lane - SR 112 to SR 138, dated 2-APR2019; thence North 00"22'15" West 218.93 lect along said Sheep Lane to a point of curvature with a 3050.00 foot radius curve to the left; thenee Northwesterly 1286.65 feet along the arc of said curve and Sheep Lane tluough a central angle of 24"10'73" (chord bears North 12o27'22"W a point of cuwature with a 2950.00 foot ladius culve to the right; thence Northerly l229.AB fect along the arc ofsaid curye and Sheep Lale tlu'ough a centrai angle of23"52' 17" (chord beals North 12"36'20' West 1220.21 feet) to a tangent line; thence North 00"40'11" West 470.50 feet along said Sheep Lane to the Southwest comer of Lot 2, Miller Motorsports Business Park PUD No. I as recoded.4/14/09 as Entry No . 324129 in the Office of the Tooele County Recorder; thence North 89o40'28u East 1505.84 feet. more or less, along said Lot 2 to the Southeast comer of said Lot 2;

o. I as recoded.4/14/09 as Entry No . 324129 in the Office of the Tooele County Recorder; thence North 89o40'28u East 1505.84 feet. more or less, along said Lot 2 to the Southeast comer of said Lot 2; thence North 00o19'32" West 1065.00 feet along said Lot 2 to the Norlheast corner of said Lot 2; thence South B9o4A'28u West 1512.18 feet aiong said Lot 2 to the Northwest corner of said Lot 2 and said Easterly boundary and right-of-way ofSheep Lane; thence North 00o39'55" West 486.54 feet to a point of curuature with a 25.00 foot radius culc to the right and the Southwest corner of LotAofsaidMillerMotorsportsBusinessParkPtlDNo. l;thenceNorlheasterly39.42feetalong the arc of said curue and Lot A through a central angle of 90'20'23" (chord bears North 44'30'16" East 35.46 feet) to a tangent line; thence North 89o40'28" East2569.94 feet along said Lot A to a point of curuature rvith a 25.00 foot ladius curve to the right; thence Southeaslerly 39.27 feet along the arc ofsaid curve and Lot A tbrough a central angle of90o00'00" (chord bears South 4519'32" East 35.36 feet) to a non-tangent line; thence Norlh 89"40'28u East 60.00 feet along saitl Lot A to the Northeast comer of said Lot A; thence North 00o19'32" West 225.00 feet along said Lot A to Exhibil B to Agreement to Amend, Restate and Terminate Mqster Development Agreementfor Lakeview Business Park Page of I of 2 the Northeast comer of said Lot A; thence South 89o40'28" West2656.42 feet along said Lot A to a point of curvahlre with a25.00 foot radius curve to the right; thence Northwesterly 39.12 feet along the arc of said curve and Lot A tkough a central angle of 89o39'37" (chord bears North 45o29'44" West 35.25 feet) to the Northwest corner of said Int A and said Sheep Lane; thence

rly 39.12 feet along the arc of said curve and Lot A tkough a central angle of 89o39'37" (chord bears North 45o29'44" West 35.25 feet) to the Northwest corner of said Int A and said Sheep Lane; thence North 00'39'55" West 971.16 feet, more or less, along said Sheep Lane to the Northwest corner of said Mller Motorsports Business Park PUD No. l; thence South 84o23'36" East 5284.93 feet along said subdivision and the easterly extension thereof to the POINT OF BEGINNING.

Containing 852.21 acres, more or less TOGETHERWITH: PARCEL 2 BEGINNING at a point on tirc Easterly boundary and right-of-way line of Sheep Lane as shown on that cerlain Road Dedication Plat for Sheep Lane - SR 112 to SR 138, dated 2-APR-2019 1060.00 feet South 00o22'15" East and 4527.A7 feet South 89o36'48' West Iiom the East Quarter comer of said Section 12, and running thence North 0022'15" West2282.29 feet along said Sheep Land to the-Southwesterly boundary of that eertain Property (Abandoned Wamer Branch o[the Union Pacihc Raiiroad Company) described in the Donation Quit Claim Deed recorded lll2l94 as Entry No. 61 883 in Book 3 at Page 742 n the Office of the Tooele County Recorder and an existing fence line; thence South 37"43'28u East 2485.09 feet along said fence and Property to point of curvature with a 2927.53 foot radius curve to the left; thence Southeasteriy 408.47 feet along said fence and Properfy through a central angle of07"59'39" (chord bears South 47"43'l7u East 408.14 feet) to a non-tangent line; thence South 89"36' 48" West 1777.42 tbet to the POINIT OFBEGINNING.

Containing 45.71 acres, more or less The overall total ofboth parcels is 897.92 acres, more or less.

Exhibit B to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 2 of 2

ore or less The overall total ofboth parcels is 897.92 acres, more or less.

Exhibit B to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 2 of 2 EXHIBIT C Current Acreage LOT 6, DESERET PEAK SUBDIVISION PHASE 3, A SUBDIVISION OF TOOELE COLINTY, STATE OF UTAH.

288.70 acres, Parcel No. 14-043-0-0006 AND ALL OF LOT 1, & E II4OF LOT 2,8 II4 OF SWI/4 OF NE I/4, SE II4 OF NE I/4 OF SECTION 3 T3S R5W SLB&M 100.26 acres, Parcel No. 0 1- 130-0-0001 AND A parcel of land located in the Southeast Quarter of Section 35, Township 2 South, Range 5 West, Salt Lake Base and Meridian described as follows: BEGINNING at a point on the south line of the Southeast Quarter of Section 35, Township 2 South, Range 5 West, Salt Lake Base and Meridian, said point being South 89"40'47- West 1,557.38 feet along said line from the Tooele County Dependent Resurvey monument found marking the South Quarter Corner of said Section 35, and thence continuing along said line South 89o40'47" West 1,103.61 feet to the Tooele County Dependent Resurvey monument found marking the Southwest Corner of said Section; thence along the west line of said Section North 00o30'38" West 6.20 feet to the south line of Gundersen Acres Phase 2 Subdivision; thence along said line North 89"57'39" East 47.65 feet to the Southeast Corner of said Subdivision; thence along the east line of Gundersen Acres Phase 2 Subdivision, Gundersen Acres and Gundersen Acres No. 2 Amended North 00"54'37" West2,643.46 feet to the north line of said Southeast Quarter of Section 35; thence along said line North 89"42'45" East 150.05 feet; thence South 00o45'15" East 7,442.81 feet to the northeasterly line of the Union Pacific Railroad right-of way; thence along said

f Section 35; thence along said line North 89"42'45" East 150.05 feet; thence South 00o45'15" East 7,442.81 feet to the northeasterly line of the Union Pacific Railroad right-of way; thence along said line South 37o42'56" East 1518.55 feet to the POINT OF BEGINNING.

21.55 acres, more or less, Parcel No. 0l-134-0-0010 Exhibit C to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I of I EXHIBIT D Grantsville Development Agreement EnLry B: 509553 OSlOelzOZo tl:16:39 An AGREEnENT P.so. I of 25FEE $64 OO 8Y CRNNTSVTLLE CITY CORP Jerry Houghton, Toocle County County Rccorder WHEN RECORDED, RETURN TO: RG IV, LLC Attn: Anthon Stauffer 2265 East Munay Holladay Road Holladay, UT 84117 THIS DEVELOPMENT AGREEMENT is made and entered into by and between CRANTSVILLE CITY, a political subdivision of the State of Utah, and RG lV, LLC, a Utah iimited liability company, and made effective as ofthe Effective Date.

RECITALS A. The capitalized terms used in this DA and in these Recitals are defined in Section 1.2 below.

B. Developer owns the hoperty.

C' The Property is located primarily within the boundaries of Grantsville City, Utah, D. The Parties desire lo facilitate the development ofthe hoject through the potential use of special financing vehicles, including but not limited to, those provided for in Chapter l7C of the rytah Code Ann.Q019).

E' The Parties desire that the Property be developed in a unified and consistent fashion pursuanl to this DA and the Master Plan.

F. The Parties acknowledge that development ofthe Property pursuant to this DA will resultin positive economic benefits to the City and its residents by, among oiher things, requiring orderly

er Plan.

F. The Parties acknowledge that development ofthe Property pursuant to this DA will resultin positive economic benefits to the City and its residents by, among oiher things, requiring orderly development of the Property {is a master planned development and increasing propetty tax and othir revenues to the community based on improvements to be constructed on the hoperty.

O. The Parties desire to enter into this DA to more fully speci! the rights and responsibilities of Developer to develop the Property as expressed in rhis m anO t-tre Master plan, and the rights and responsibilities ofCity to allow and regulate such development pursuanr to the requirements of this DA, the Master Plan, and all other applicable laws, H. The Parties understand and intend that this DA is a "development agr€ement" within the meaning of the Act and entered into pursuant to the terms of the Act.DNVELOPMEI{T AGREEMENT FOR II\KEVIEW BUSINESS PARK WEST The city finds that this DA and the Master plan conforms with rhe intent of the city'sI.

General Plan.

Now THEREFORE, in consideralion of the mutual covenants contained herein, and other good and valuable consideration, the rcceipt and sufficiency of which is hereby acknowledged, the pities hereby agree to the following: TERMS 4n2.n4v31@ I Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Pageofl of25 DA.lqrtry I: 5095G3e5t6lzozo t r r 16 a39 An ncREEttENT FEE. sEoo6u2B, cRnNrsvrLLE crry coRpJ€rry Houghtoh, Toorle County County necordcr Incorooratiqn of Recitrls and Exhiblts/Ileflnitions.

l. I Incorporation. The foregoing Recilals and all Exhibits are hereby incorporated into this l'2 Deflnitions. As used in this DA, the words and phrases specified below shall have the

ts/Ileflnitions.

l. I Incorporation. The foregoing Recilals and all Exhibits are hereby incorporated into this l'2 Deflnitions. As used in this DA, the words and phrases specified below shall have the following meanings: 1.2.1 Act means the Municipal Land use, Development, and Management Act, utah CodeAnn. g l0-9a-l0l Q0l9),etseq.

1.2.2 Adjacent Property mean the real property owned and to be developed by Developer more fully described in Exhibit'A-2".

this DA.l'2.3 Administrator means the person designated by the city as the Administrator of I '2.4 Applicant means a person or entity submitting a Development Application.

1.2.5 Citv means Grantsville City, Utah, a Utah political subdivision.

1.2.6 Citv ConsultantfsJ means one or more outside consultanis employed by the City in various specialized disciplines such as traffic, hydrolory, or drainage for reviewing certain aspects of the development ofthe Project.

1.2.7 Citv Council means the elected Grantsville City Council.

, 1.2.8 City's Future Laws means the ordinances, policles, standards, and procedures that may be in effect as of a particular time in the future when a Development Application ij submitted for a part of the Project and which may or may not be applicable to the Development Application depending on the provisions ofthis DA.

1.2.9 City's Vested Laws means the ordinances, policies, standards, and procedures of the City in effect as of the date of the DA and consistent with the Master plan.

1.2.10 County means Tooele County.

L2.1I DA means this Development Agreement, including all of its Exhibits.

1.2.12 Default means a material breach of this DA as specified herein.

1.2.13 Denial meansaformaldenial issuedbythefinal decision-makingbodyofthe

Development Agreement, including all of its Exhibits.

1.2.12 Default means a material breach of this DA as specified herein.

1.2.13 Denial meansaformaldenial issuedbythefinal decision-makingbodyofthe City for a particular type of Development Application, exctuding review comments or ',redlines" by City staff.

l'2'14 Develooer means RG lv, LLc, a urah iinited lialility company, and irs assignees or transferees as permitted by this DA.

1.2.15 Develolpr's.Reimbursable Exoenses means all costs incurred by Developer in developing, acquiring, or installing imprcvements and Public Infrastructure, as well as other cosis and expenses described and allowed under the CRA created to include the property ) 4822-A2N-31e Exhibit D to Agreement to Amend, Restate and Terminate Mqster Development Agreementfor Lakeview Business Park Page of 2 of 25 Ent,ry l: 50955305|06/?020 1t:16:39 f,l'l ACREEnEII P.r6: 3 of 25FEE S64.OO gY GRANTSVILLE CITY COFP Jenry Houghton, foocle Costy County Recorder 1,2,16 Development means the development ofa portion ofthe Property pursuant to an approved Development Applisation.

1.2.1? Develooment Application means a complete application to the City for development ofa portion ofthe Project including a Final Plat, Subdivision or any other permit (including but not limited to, building permits), certificate or other authorization from the City required for development of the Project.

1.2.18 Development Report means a report containing the information specified in Section 2.2 submitted to the City by Developer for a Development by Develop€r or for the sale of any Parcel to a Subdeveloper or the submittal of a Development Application by a SuMeveloper pursuant to an assignment fiom Developer,

ity by Developer for a Development by Develop€r or for the sale of any Parcel to a Subdeveloper or the submittal of a Development Application by a SuMeveloper pursuant to an assignment fiom Developer, 1.2.19 Etf.ective Date means the date this DA is recorded by the City Recorder.

I'2.20 Final Plat means the recordable map or other graphical representation of land prepared in accordance with Uah Code Ann. $ t0-9a-603, or any successor provision, and approved by the City, effectuating a SuMivision of any portion of the Project.

1.2'21 General-PIan means the Grantsville City Comprehensive General Plan adopted by the City Council on January 15,2020.

1.2.22 Intended Uses means the use of all or portions of the Property for indusbial assembly, light manufacturing, moving and st'orage facilities, warehousing, offices, logistic centers, intermodal transfer facilities, rail and truck freight terminal facilities, and all other uses approved by the City in accordance with the City's Vested Laws.

I '2.23 Master Plan means the Master Plan for the entire Project to be developed on the Property as generally shown on Fxhibit "8" attached hereto, and as may be amended and/or supplemented from time to time.

1.2.24 Non'Citv Agency means a regulatory body having any jurisdiction over the consideration ofany Development Application other than the City.

1.2.25 Notico means any notice to or from any Party to this DA that is either required or permitted to be given to another Party.

1.2'26 Outso.lrcfellinsl means the process of the City contracting with City Consultants or paying overtime lo City employees to provide echnical support in the review and approval of the various aspects of a Development Application as is more fully set out in this DA.

th City Consultants or paying overtime lo City employees to provide echnical support in the review and approval of the various aspects of a Development Application as is more fully set out in this DA.

I '2'27 Patcel means a portion of the Property that is created by Developer according to the Master Plan to be sold to a Subdeveloper, 1.2.28 Par(v/Parties means, in the singular, either Developer or the City; in the plural, Developer and the City.

. 1.2.29 Prgiect means the total development to be constructed on the Property pursuant to this DA with the associated public and private facilities, and all ofthe other aspects appr;ved as part of this DA and the Master Plan, including, after annexation, the Adjacent property.

1n2.&.40-176n Exhibit D to Agreement to Amend, Restate qnd Terminqte Master Development Agreementfor Lakeview Business Park Page of 3 of 25J EgW,"A;ffi8?r, * AGREETTENTPrf. 4 ot 2EFtsts S64 OO BY GRANTSVILI.E CITY CORPJerry Houghton, looelc Cwnty County Record:r 1.2.30 hoiect Area means a Community Reinvestment Project Area including the Property (and when annexed, the Adjacent Properly) created and approved by the City and Redevelopment Agency under Utah Code Ann. l7C-5-101, et seq. to support the development ofthe Property, the Adjacent Property, when annexed, and other areas agreed to by City's redevelopment board and Developer, 1.2.31 Project Area Increment meatrs the Tax Increment generated by development within the Project Area and received by the City's Redevelopment Agency and pursuant to an interlocal or other agreement to be executed with any applicable taxing entities in the hoject Area.

1.2.32 Prope4v means the real property owned by Developer more fully described in Exhibit'A"

to an interlocal or other agreement to be executed with any applicable taxing entities in the hoject Area.

1.2.32 Prope4v means the real property owned by Developer more fully described in Exhibit'A" 1.2.1 Public Infraslructure means those elements of onsite and offsite infrastructure that are planned to be dedicated ro the City and are needed to providc the devclopment ofthe hoperty as generally depicted in the Master Plan or as needed as a condition of the approval of a Development Application, which may include, but shall not be limited to culinary water and sanitary sewer improvements; storm water improvemenb; utility infiastructure of every type including, without limitatior4 electdc, gas, fiber, and other communications utilities; road infrastructure, including without limitation, bridges and underpasses; rail infrasEucture; street lighting and landscaping; and dedications of land for excess capacify in system improvemenls or excess capacity in improvements accommodating uses outside ofthe hoject Area.

1.2.2 Redevelooment Agency or Aeencv means the Grantsville City Redevelopment Agency.

1.2.3 Subdeveloper means a penion or an entity not "related" (as defined by Section 165 ofthe Internal Revenue Code) to Devoloper who purchases a Parcel for development.

1.2,4 Subdivision means the division of any portion of the Proj€ct into developable area pursuant to state or local law and the Master Plan.

1.2.5 Tax Increment has the same meaning set forth in Uah Code Ann. $ 17C-l102(60) which is: the difference between : (i) the amount ofproperty tax revenue generated each tax year by a taxing entity from the area within a project area designated in the project area plan as the area from which tax

difference between : (i) the amount ofproperty tax revenue generated each tax year by a taxing entity from the area within a project area designated in the project area plan as the area from which tax increment is to be collected, using the current assessed value ofthe properly and each taxing entity's current certified tax rate; and (ii) the amount ofproperty tax revenue that would be generated from that same area using the base taxable value ofthe properly and each taxing entity's current certified tax rate.

1.2.6 Zoning Map means that map adopted by the City specifying the zoning for &e Property, and attached hereto as "Exhibit C".

1.2.7 Zoning Ordinance means the Grantsville City Land Use Management and Development Code adopted by the City Council pursuant to the Act, 4422.828.3750 Exhibit D to Agreement to Amend, Restate qnd Terminate Mqster Development Agreementfor Lakeview Business Park Page of 4 of 254 2. Develonment of the Proiect.

2,1 Compliance wtth this DA. Development of the Project shall be in accordance with the City's Vested Laws, the City's Future Laws (to the extent that these are applicable as otherwise specifred in this DA), the Zoning Ordinance, the Master Plan, and this DA. City agrees that Develop€r shall have the full power and exclusive control ofthe Property. Nothing in this DA shall obligate Developer (or its sucoe$sors) to develop in any particular order or phase and that Developer reserves all discretion to determine whether to develop a particular portion or phase of the Property based upon Developer's business judgnent. The hoperty may be developed for all of the lntended Uses, as well as all uses

n to determine whether to develop a particular portion or phase of the Property based upon Developer's business judgnent. The hoperty may be developed for all of the lntended Uses, as well as all uses approved by the City in accordance with the City's Vested Laws.

2.2 Accounting for Parcels Sold to Subdevelopers. Any Parcel sold by Developer to a Subdeveloper shall include the transfer ofthe right and obligation to develop such Parcel in accordance with this DA and the Master Plan. At the recordation of a Final PIat or other document of conveyance for any Parcel sold to a Subdeveloper, Developer shall provide the City a Dovelopmont Report showing the ownership of the Parcel(s) sold and the projected or potential uses.

3. Zoninq and Vested Riqhb.

3.1 Zoning. CityagreesthatatexecutionofthisDA,thePropertyissubjecttoanapplicarion to rezone the Pmperty to a General Manufacturing District (M-G), as described in the Zoning Ordinance.

To the extent th€ City Council adopts a zoning map amendment to rezone the Property to the M-O zoning district, such ordinance and the rights ofthe General Manufacturing District shall become included in the City's Vested Laws and the Property shall automatically be vested as to the uses and other provisions of the zoning district without further action or approval by the City. City agrees that the Ceneral Manufacturing Disffict (M-G) zoning district apcommodates and allows the Intended Uses, and development rights 1o locatc the Intended Uses in the general areas configured in the Master Plan, as more particularly set forth below 3.1.1 Rescission Option. To the extent Developer has executed this Agreement in advance ofCity approval ofthe zoning map amendment described in Section 3. l, and ifthe zoning map

larly set forth below 3.1.1 Rescission Option. To the extent Developer has executed this Agreement in advance ofCity approval ofthe zoning map amendment described in Section 3. l, and ifthe zoning map amendment as contemplated by Section 3. I is not enacted in a form reasonably satisfactory to Developer by March 19,2020lhen Developer may deliver nolice of rescission to City to terminate this Agreement.

Any such rescission must be hand delivered, ifat all, no later than thirty-two (32) days after the date in theprecedingsentence. UponDeveloper'sdeliveryofnoticeofrescissionpursuanttothissubsectiorl this Agreemenl shall automatically terminate whereupon the Parties shall have no further rights or obligations under this Agreement 3.1.2 Invalidity. If any of the City's Current Laws are declared to be unlawful, unconstitutional or otherwise unenforceable then Developer will, nonetheless comply with the terms of this Agreement to the extrent not precluded by law. In such an event, Developer and City shall cooperate to have City adopt a new enactment which is materially similar to any such stricken provisions and which implements the intent of the Parties under this Agreement, 3.2 Vested Rights Granted by Approval of this DA. To the maximum exent permissible under the laws of Utah and the United States and at equity, the Parties agree that this DA grants and confirms that Developer is vested with all rights to develop the hoject in accordance with and in fulfillment of this DA, the City's Vested Laws, and the Zoning Map except as specifically provided herein. The Parties specifically intend that this DA grant to Developer "vested rights" as that term is construed in Utah's common law and pursuant to Utah Code Ann. $ l0-9a-509. As of the date ofthis DA,

in. The Parties specifically intend that this DA grant to Developer "vested rights" as that term is construed in Utah's common law and pursuant to Utah Code Ann. $ l0-9a-509. As of the date ofthis DA, City confirms that Developer is vested with the uses in the Oeneral Manufacturing District (M-G) as in 5 48224240-3160 Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 5 of 25 FeE"'r8."[.tBt cRf,NTsvlLLE cIrY coRP effect and made applicable to the Propefy as of the Effective Date. City further confirms that Developer is vested with the right to locate buildings of the type described and generally depicted, along with contemplated configurations, densities reflected in the Master Plan, consistent with City's Vested Laws.

By way of further clarification, Developer is vested with the right to dwelop and locate on the hoperty the Intended Use{s) and densities, and to develop in accordance with dimensional requirements as allowed by City's Vested Laws. The Parties intend that the rights granted to Developer hereunder are contractual vested rights and include the rights that exist as ofthe Effective Date under statute, common law and at e{uity. The Parties acknowledge and agree this DA provides significant and valuable rights, benefits, and interests in favor of Developer and the Propofty, including, but not limited to, certain vested rights, development rights, permitted and conditional uses, potential rights for new improvemcnts, facilities, and infrastructure, as well as flexible timing, sequencing, and phasing rights to assist in the development of the Property.

ed and conditional uses, potential rights for new improvemcnts, facilities, and infrastructure, as well as flexible timing, sequencing, and phasing rights to assist in the development of the Property.

3.3 Exceptions. City's Future Laws with respect to development or use of the Property shall nor apply except as follows; 3.3.1 Developer Aereement. City's Future Laws that Developer agrees in writing apply to the Project; 3,3.2 State and Federal Comoliance. City's Future Laws that are generally applicable to all properties in the City's jurisdiction and that are required in order to comply with state and federal laws and regulations affceting the Project; 3.3.3 Codes. The City's development standards, engineering requirements, approval, and supplemental specifications for public works, and any City's Future Laws that are updates or amendments to existing building, plumbing, mechanical, eleofical, dangerous buildings, drainage, or similar construction or safety related codes, such as the lnternational Building Code, the APWA Specificalions, AAHSTO Standards, the Manual of Uniform Traffic Control Devices or similar standards that are generated by a nationally or statewide recognized constructiorlsafety organization, or by the state or federal govenunents and are otherwise required to meet legitimate concems related to public health, safety or welfare; 3.3.4 Taxes. Lawful taxes, or modifications thereto, provided that nothing in this DA shall be constnted as waiving or limiting in any way Developer's or any Subdeveloper's right to challenge taxes imposed by the City, which right is hereby reserved; 3,3.5 Fees. Changes to the amounts of fees for the processing of Dcvelopment

in any way Developer's or any Subdeveloper's right to challenge taxes imposed by the City, which right is hereby reserved; 3,3.5 Fees. Changes to the amounts of fees for the processing of Dcvelopment Applications that are generally applicable to all development within the City'sjurisdiction (or a portion of fhe City'sjurisdiction as specified in the lawfully adopted fee schedule) and that are adopted pursuantto state and local law.

3.3.6 Impact Fees. Impact Fees or rnodifications thereto that are lawfully adopted, imposed, and collected by the City.

3.3.7 Comoelline. Countervailine Interest. Laws, rules, or regulations that the City's land use authority finds, on the record, are nec€$sary to avoidjeopardizing a compelling, countervailing public interest pursuant to Utah Code lnn. $ I0-9a-509(l{a)(ii)(A) aii proven by the City by clear and convincing evidence, of which jeopardy the City was not reasonably aware of at the time of the execution of this DA..

1t22.t240-376D Exhibit D to Agreement to Amend, Restate qnd Terminate Master Development Agreementfor Lakeview Business Park Page of6 of256 Entry t: 5095536/O6t20?o lt:15:39 An AGREEnENI Prct: 7 of 2sFEE 364.0€ 8Y GRANTSVILLE CITY CORP J.rry Houghton, Tooele County Gounty Recordcr 3.4 I*gal Challenge. Should any third party not a Party hereto challenge this DA, rezone ot the related approvals within thirty-one days (31) days ofthe Effective Datc, Developer shall have the right to unilaterally rescind this DA by delivering notice lo City no later than one-hundred-eighty (180) days ofthe Effective Date.

3.5 Secondrry Accecaes. Ifa Development Application for a portion ofthe Project requires, either for City-imposed public safety regulations or the needs of the end-user, a secondary access to

ve Date.

3.5 Secondrry Accecaes. Ifa Development Application for a portion ofthe Project requires, either for City-imposed public safety regulations or the needs of the end-user, a secondary access to Sheep Lane, then the City shall cooperate in obtaining acc,ess over, through or under any intervening landowners, provided, however, that City shall not be obligated to commence eminent domain unless approved by the City Council in the exercise of its reasonable discretion. Any costs incurred by Developer for ihis work shall be reimbursed by the CRA or olher financing vehicles pursuant to Section 7.

3.6 R.cilroad Spur. The Parties acknowledge that the Project may include an end-user that will desire or need a railroad spur. Any costs incuned by Developer for this work shall be reimbursed by thc CRA or other financing vehicles pursuant to Section 7.

3.7 Intetrt negarding Administration ond Amendment of thtu DA. The Parties intend that the administration, but not the approval, of this DA and any amendments, shall be processed through administrative land use applications to be decided by the land use authority, as those terms are defined in the Act.

4. Term of drreement. The initial term of this DA shall be thirty (30) years beginning on the Effective Date, which term may be extended by written agreement of the Parties.

5. Processins of Dcvelonment Apolicrtions.

5.1 Outsourcing of Processing of Development Applicetions. Within thirty (30) business days after receipt of 6. pevelopment Application and upon the request of Developer, the City and Developer will confer to determine whelher the City desires to Outsource the review of any aspect of the Development Application or municipal inspections to ensure that it is processed on a timely basis. If the

will confer to determine whelher the City desires to Outsource the review of any aspect of the Development Application or municipal inspections to ensure that it is processed on a timely basis. If the City determines that Outsourcing is appropriate, then the City shall promptly estimate the reasonably anticipated diferential cost ofOutsourcing in the manner selected by the City in good faith consultation with the Developer or Subdeveloper (either overtime to City employees or the hiring of a City Consultant). If the Developer or a SuMeveloper notifies the City that it desires to proceed with the Outsourcing based on the City's estimate of costs, then the Developer or Subdeveloper shall deposit in advance with the City the estimated differential cost and the City shall then promptly proceed with the Outsourcing. Upon completion ofthe Outsourcing service and the provision by the City ofan invoice (with such reasonable supporting documentation as may be requested by Developer or Subdeveloper) for the actual diffcrcntial cost (whether by way of paying a City Consultant or paying overtime to City employees) of Outsourcing, Developer or the Subdeveloper shall, within ten (10) brniness days pay or receive credit (as the case may be) for any difference between the estimated differential cost deposited for the Outsourcing and the actual cost differential, As with the processing of Development Applications, inspections for work completed under Development Applications may be Outsourced to City Consultants, or to others with the experience in municipal inspections, but only after first providing City ten (10) calendar days to complete the inspection(s). Costs for such Outsourcing or hiring of other inspectors shall be the responsibility of Developer.

nspections, but only after first providing City ten (10) calendar days to complete the inspection(s). Costs for such Outsourcing or hiring of other inspectors shall be the responsibility of Developer.

5,2 Acceptance of Certilications Required for Development Appllcations. Any Development Application requiring the signaturg endorsemeni, or certification andlor stamping by a person holding a license or professional certification required by th€ State of Utah in a particular 4t 2.8240-3760 Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of7 of257 Entrv l: 509563d{i6tiri,izs-li:i6:39 nn AGREEnENT Filt s3ol6rt8t GRANTSV'LLE clry coRp Jcrry lloughlon, Toocle County County Recorder discipline shall be so signed, endorsed, c€rtified or stamped signifing that the oontents of the Development Application comply with the applicable regulatory standards of the City. The City should endeavor to make all of its redlines, comments or suggestions at the time of the first review of the Development Application unless any changes to the Development Application raise new issues that nced to be addressed.

5.3 Independent Tecbnical Analyses for Development Applications. If the City needs technical expertise beyond the City's internal resources to determine impacts of a Development Application such as for structures, bridges, water tanks, and other similar matters that are not required by the City's Vested Laws to be certified by such experts as part of a Development Application, the City may engage such experts as City Consultants with the actual and reasonable costs being the responsibility of Applicant. The City Consultant undertaking any review by the City required or permitted by this DA

age such experts as City Consultants with the actual and reasonable costs being the responsibility of Applicant. The City Consultant undertaking any review by the City required or permitted by this DA shall be selected from a list generated by the City for each such City review pursuant to a "request for proposal" process or as otherwise allowed by City ordinances or regulations. Applicant may, in its sole discretion, strike from the list ofqualified proposers any ofsuch proposed consultants so long as at least three (3) qualified proposers remain for selection. The anticipated cost and timeliness ofsuch review may be a factor in choosing the expeft. The actual and reasonable costs being the responsibility ofApplicant.

5.4 City Denial of a Development Applicetion. If the City denies a Development Application, it shall provide a written determination advising the Applicant of the rearcns for denial including specifing the reasons the City believes that the Development Application is not consistent with this DA, the Master Plan, the City's Vested Laws (or, if applicable, the City's Future Laws), or any other applicable law.

5.5 Meet and Confer regarding Development Application Denials. The City and Applicant shall meet within fifteen (15) business days ofany Denial to resolve the issues specified in the Denial of a Development Application.

5.6 City Denirls of llevelopment Applications Based on Denials from Non-City Agencies. If the City's Denial of a Development Application is based on the denial of the Development Application by a Non-City Agency, if Applicant chooses to appeal such Denial, it shall appeal be tlmugh the appropriate procedures for such a decision and not through thc processes specilied below.

5.1 Medlatlon of Devclopment Application lleniale.

hooses to appeal such Denial, it shall appeal be tlmugh the appropriate procedures for such a decision and not through thc processes specilied below.

5.1 Medlatlon of Devclopment Application lleniale.

5.7.1 lssues Subiect to Mediation. lssues resulting from the City's Denial of a Development Application that the Parties are not able to resolve by "Meet and Confey''shall be mediated and include the following: (i) to adjacent developments;the location ofon-site infrastructure, including utility lines and stub outs (it) right-of-way modifications that do not involve the altering or vacating of a previously dedicared public right-of-way; and (iv) the issuance of building permits.

5.7.2 Mediation Process. If the City and Applicant are unable to resolve a disagreement subject to mediation, the Parties shall attempt within ten (10) business days to appoint a mutudly acceptable mediator with knowledge of the legal issue in dispute. lf the City and Appticant are unable to aglee on a single acceptable mediator they shall eaclr, within ten (10) additional business days, 4tt?.E240.37ffi I Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I of 25 5lr'&tr?iuu'?tTi3ltn * '.REE'E*T FEf i34:[0'?8t GRANT.'ILLE .ITY coRP J.rry Houghlon, Tocelr County County Rrcordrr appoint their own representative. These two representstives shall, between them, choose the single mediator. Applicant shall pay the fees of the chosen mediator. The chosen mediator shall within thirty (30) business days, review the positions ofthe Parties regarding the mediation issue and prornptly strempt to mediate the issue between the Parties. If the Parties are unable to reach agreement, the mediator shall

days, review the positions ofthe Parties regarding the mediation issue and prornptly strempt to mediate the issue between the Parties. If the Parties are unable to reach agreement, the mediator shall notiff the Parties in writing of the resolution that the mediator deems appropriate. The mediator's opinion shall not be binding on the Parties, nor shall it be admissible in any subsequent proceedings regarding the dispute.

5.8 Arbitration of Development Application Objections.

5.8.1 Issues Subject to Arbihatie$. lssues regarding the City's Denial of a Development Application that are subject to resolution by scientific or technical experts such as trallic impacts, water quality impacts, pollution impacts, etc. are subject to arbitration.

5.8.2 Mediation Reouired Before Arbitration. Prior to any arbitration, the Parties shall first attempt mediation as specified in Section 5.7.

5.8.3 Arbitration hocess. If the City and Applicant are unable 1o resolve an issue subject to arbitration under this DA through mediation, the Parties shall attempt within ten (10) business days to appoint a mutually acceptable expert in the professional discipline(s) of the issue in question. If the Parties are unable to agree on a single acceptable arbitrator they shall each, within ten (10) additionsl business days, appoint their own individual appropriate expert. These two experts shall, between them, timely choose the single expert arbitntor, Applicant shall pay the fees ofthe chosen expert arbitretor.

The chosen expert arbitrator shall within thirty (30) business days after retention, review the positions of the Parties regarding the arbitration issue and render a deoision- The expert arbitrator shall ask the

expert arbitrator shall within thirty (30) business days after retention, review the positions of the Parties regarding the arbitration issue and render a deoision- The expert arbitrator shall ask the prevailing par{y to draft a proposed order for consideration and objection by the other side rurder appropriate timelines set by the expert arbitrator. Upon adoption by the expert arbitrator, after consideration of any such objections, the expert arbitrator's decision shall be final and binding upon both Parties. IftheexpertarbitratordeterminesasapartofthedecisionthatthcCity'sorApplicant'sposition was not only inconect but was also maintained unreasonably and not in good faith, then the exp€rt arbitrator may order that Parly to pay fees; if the City, to pay the expert arbiuator's fees, or if the Applicant, to pay, in addition to the expert arbitrator's fees, an amount equal to the expert arbitrator's fees to the City.

5.9 Parcel Sales. The City acknowledges that the precise location and details ofthe public improvements, layout and design and any other similar item regarding the development of a particular Parcel may not be known at the time ofthe creation ofor sale ofa Parcel. Developer, with approval of the City's land use authority, may create a Subdivision as is provided in Utah Code Ann., g l0-9awithout being subject to any requirement in the City's Vested Laws to complete or provide security for any Public Infrastructure at the time of such Subdivision. This approval will only be granted by the Cify as allowed by state law or City's Vested Laws or, in the altemative, if City finds on the record all of the

frastructure at the time of such Subdivision. This approval will only be granted by the Cify as allowed by state law or City's Vested Laws or, in the altemative, if City finds on the record all of the following: (l) approval of the SuMivision without security for any Public Infrastructure will not advenely affect the health, safety, or welfare of the Cify; and (2) the Subdivision is anticipated to begin consFucting Public Infrastructure within 720 days after approval ofthe Subdivision. The responsibility for completing and providing security for completion ofany Public Inlinastructure in the Parcel shall be that of the Developer, or a Subdeveloper upon a subsequent re-subdivision of the Parcel that creates individually developable parcels. However, construction ofimprovements shall not be allowed untit the Developer or Subdeveloper complies with the City's Vested Laws, including to complete or provide financial assurances as described in the Act, and conforming City's Vested Laws, for required Public Infrastructure.

4t22-124U31{o Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of9 of25I Fsk",.?lrutotTE?r. .n AGREE'ENT Jerry Houghton, Tooeh County County Recorder 6, Apnlicatlon Undcr Citv's Future Lsws. Without waiving any rights granted by lhis DA, Developer may at any time, choose to submit a Development Applicuion for some or all of the Project under the City's Future Laws in effect at the time of the Development Application. Any Development Application filed for consideration under the City's Future Laws shall be govemed by all portions of the City's Future Laws related to the Development Application. The election by Developer at any time to

ication filed for consideration under the City's Future Laws shall be govemed by all portions of the City's Future Laws related to the Development Application. The election by Developer at any time to submit a Development Application under the City's Future Laws shall not be construed to prevent or limit Developer from submitting under and relying on City's Vested Laws for other Development Applications.

7. Communitv Reiivestment Asencv or Simihr Alsistance.

7.1 Creetion of Project Area/ Rescicsion Option. The City shall use reasonable efforts to ceate a Project Are4 that will include the Properly and other land agreed to by the Parties, including, in accordance with Section l0 herein, the Adjacent Land. In conjunction with the CRA, the City shall use reasonable efforts to approve an interlocal agteement with the Agency whereby the City agrees to conhibute a portion of the Tax Incrcment generated within the Projecl Area to the City's Redevelopment Agency for purposes of Prqiect Area Development for a period of up to twenty (20) years. The City shall also use reasonable efforts to support the redevelopment agency of City in securing the participation of other Taxing Entities undcr substantially similar terms to those under which the City is participating. If by March 19, 2020 the City's Redevelopment Agency has not approved a participation agreement rsasonably acceptable to Developer as contemplated by this Agreement, Developer shall have the same rescission option as set forth in Section 3.1.1 above. The Parties acknowledge that City may not bind the Redevelopment Agency but acknowledge that the Parties have discussed the need for a participation agreement between the Redevelopmcnt Agency and Developer. Based on those discussion, the Parties

d the Redevelopment Agency but acknowledge that the Parties have discussed the need for a participation agreement between the Redevelopmcnt Agency and Developer. Based on those discussion, the Parties will seek a participation agreement that shall include provisions, including the fotlowing: (i) Ninety percent (907o) of the Project Area lncrement shall be available for rcimbursement of Developer's Reimbursable Expenses and (ii) each budget for Developer's Reimbursable Expenses shall include interest of at least 7o4, or such other interest rate as set forth in separate agreement with the redevelopment agency, from the time the cost was lncurred until reimbursed to Developer. The Project Area Increment collection period for each individual reimbursement period shall bc for a period ofnot less than twenty (20) years dating from the day on which the first payment of Project Area Increment is distributed to 6n agency under an interlocal agreement. Developer's Reimbursable Expenses shall be roimbursable flom Project Area Increment and City shall use its best efforts to cooperate with Developer in creating such a financing vehicle to provide Developer with the maximum amount of financial assistance allowable at law. The hoject Area shall not expand or modi$ the Project Area without the written consent of Developer.

1.2 City Administrative Costs. From any proceeds generated by the Project Area or other financing vehicle specified in Section 7.1, the City shall be entitled to be paid, before any other distribution of revenues, its reasonable and actual cosls of administering lhe Projeot Area.

7.3 Accountilg for and Payment of CRA-Reimbursable Erpenser. Any monies spent by Developer for the construction of Public Infrastructure pursuant to this DA or the Master Plan shall be

e Projeot Area.

7.3 Accountilg for and Payment of CRA-Reimbursable Erpenser. Any monies spent by Developer for the construction of Public Infrastructure pursuant to this DA or the Master Plan shall be accounted for with adequate documentation. The Parties acknowledge that payment for expenses will be addressed in a future participation agreement between the Redevelopment Agency and Developer.

However, the Parties agree to seek a payment process based on the following; Once a year, immediately after monies are received into the Project Area or other financing vehicle, any Party having unreimbwsed costs shall be paid from the proceeds ofthe Project Area or other financing vehicle on a pro rata basis calculated by taking the amount of any Parfy's share of the urueimbursed costs of the Public Inliastructure divided by the total unreimbursed costs ofthe Public Infrastructure.

l0 4822.8240-31& Exhibit D to Agreement to Amend, Restate and Terminqte Master Development Agreementfor Lakeview Business Park Page of l0 of25 Entry fr: 509563OllOElzOzO 11 :16:39 Alt AGf,EEt'tEl{T Pase ll of 25FEE $64 OO BY GRANISVTLLE CTTY COPP J3rry Houghton, Tooele County Couty Recordcr 7.4 Surplus Revenues. The Parties acknowledge that from time-to-time and over the term of the hoject Area or any other financing vehicle, there may be revenues generated that exc€ed the costs of the required Public Infrashucture. The Parties further acknowledge that it may be in the interest ofboth of the Parties to use, insofar as permitted by applicable law, some or all of those excess proceeds for Developer to bring in high-quality end-users by such means as assistance with tenant improvonents, creation of visual and physical amenities, and other elements that contribute to the environment of the

veloper to bring in high-quality end-users by such means as assistance with tenant improvonents, creation of visual and physical amenities, and other elements that contribute to the environment of the Project. The Parties shall negotiate in good faith for the distribution of any such excess proceeds in a manner that maximizes the incentives to generate measurable results such as high-skilled and high-paying employment.

7.4.1 The Parties acknowledge that the above section 7.4 is one example ofhow these excess proceeds may be utilized, and the Parties are not bound to dedicate any or all excess proceeds to the Devoloper. Such excess proceeds may be utilized, insofar as permined by applicable law, for the uses described in the plan crcated in connection with the Project Area.

7.5 Bonding. At the request of Developer, the City shall, insofar as it is willing, able, and permitted by applicable law, use its best efforts to isue, or to cooperate in the issuance of, bonds based on the anticipated revenues ofthe hoject Area or other financing vehicle, to generate the monies necessary to pay for the required Public Infrastructure and Developer's Reimbursable Expenses.

7,6 Frilure of Revenues. The ability of the Project Area or other financing vehicle to genemto sufficient monies to reimburse or othenf,ise pay the City and the Developer for oosts and expenses incuned as provided in this DA is consideration for the Parties to enter into this DA and a material, integral term hercto, Should the CRA or other financing vehicle prove unable to generate sufficient monies, the Parties agree it will render perflormance under this DA impossible or impracticable and pointless, and shall operate either to discharge all of each Party's obligations hereunder or, at the

onies, the Parties agree it will render perflormance under this DA impossible or impracticable and pointless, and shall operate either to discharge all of each Party's obligations hereunder or, at the Parties' discrelion, allow them to negotiate a mutually satisfactory reformation.

7.7 Pioneering Agreements. City and Developer shall use reasonable efforts to enter into pioneering agrcements for any infiastructure where Tax Increment funds are not available, which may include for Developer's Reimbursable Expenses. Such pioneering agreements shatl be on lerms reasonably acceptable to Developer and City and shall include provisions requiring others connecting to infrastructure built with excess capacity to pay for their share of such capacity, including constructi,on, and other reasonable costs and expenses incurred in devetoping the exc€ss capacity. City and Developer will include a definition in the pioneering agreements clarifiing that "excess capacrty" is limited to the cost of upsizing infrastruchre. Nothing in a pioneering agreement shall preclude expenses from being reimbursed from more than one revenue sotrrce so long as Developer is only reimbuned once foi Developer's Reimbursable Expenses.

8. Public Infrostructure and Utilitier.

8'l Construction by Devclopor. Other than for those elements of Public Infrastructure otherwise specified in this DA and the Master Plan that may be constructed by the City or agencies it controls, Developer shall have the right and the obligation to construct or cause to be constructed and installed all Public Inftaskucture reasonably and lawfully required as a condition of approval of the Development Application. The Parties will cooperate with the Redevelopment Agency to include the

d installed all Public Inftaskucture reasonably and lawfully required as a condition of approval of the Development Application. The Parties will cooperate with the Redevelopment Agency to include the following in a participation agreement: Any amounts expended by Developer for any public Infrastnrcture benefitting the Projoct shall be classified as Developer's Reimbursable Expenses and shall be reimbursed to Developer by revenues generated by the Project Ar€a as provided in Section ?, above, or as may be paid for through pioneering agreement(s) acceptable to both Developer and city.

4tu-8240.37& Exhibit D to Agreement to Amend, Restate qnd Terminate Master Development Agreementfor Lakeview Business Park Pageofll of25 Entry S: 509563oiiiridrzozs 1l:16:39 nn nGREEIIENT :11 8.2 Bonding. It and to the extent required by the City's Vested Laws, unless otherwise provided by lhe Act or this DA, security, bonding, for any Public Infastructure is required by the City or an agency it controls, rhen Applicant shall provide it in a form acceptable to the City or the agency it controls as specified in rhe City's Vested Laws. Partial releases of any such required security ihati be made as work progresses based on fte City's Vested Laws.

8.3 Upsidng/Reimburuements to Developer. The City shall not require Developer to "upsize" any future Public Infrastructure (i.e., to construct the infrastructure to a size larger than required to service the hoject) unless financial arrangements (e.g. pioneering agreements described in Section 7.?

above) reasonably acceptable to Developer are made to compensate Developer for the costs of service intemrption and incidental property damage directly resulting from such upsizing, Furthermore, if

.?

above) reasonably acceptable to Developer are made to compensate Developer for the costs of service intemrption and incidental property damage directly resulting from such upsizing, Furthermore, if approved on a case-by-case basis by the City Council, Developer shalt be eligible'to receive credits against impact fees or any other fees tha City may assess, :ls compensation for any such upsizing.

8.4 Culinary Weter and Sanitary Sewer Improvements. The City agrees to provide all culinary water and sanitary sewer services to the hoperly without requiring the dedication of warer rights from Developer, unless Developer's tenants or end-users require significantly above-average industrial use levels of culinary and/or sanitary sewer services (e.g. a yogurt factory or bottling plant), City agrees lo provide Developer "will serve" commifinents with respect to the Property and upon annexation, t'will serve" commitments to Developer with respect to the Adjacent Property when annexed, as described in Section 10, into the jurisdictional boundaries of Grantsville City, Upon dedication of water and sewer improvements to the City by Developer, City shall reserye such developed capacity necessary for the use ofthe Project on the Property.

8.4.1 Process Water and Sewer. The City's culinary water and sanitary sewer services committed to the Property shall not be utilized by Developer's tenants or end-users for industrial or manufacturing process operations such as food processing, bottling ete. The will serve commitnent contemplated herein shall apply to irrigation utilizing xeriscape landscaping within the Project and for such water service as necessary to build and op€rate a building for a use allowed under the city's Vested Laws such as bathrooms, cleaning, showers, etc., provided,

dscaping within the Project and for such water service as necessary to build and op€rate a building for a use allowed under the city's Vested Laws such as bathrooms, cleaning, showers, etc., provided, however, that the City need only provide industrial water used in industrial or manufacturing processes after the dedication of warer rights and conshuction of necessary infiastructure.

E 4.2 sunset. The Parties acknowledge that the city's agreement to provide Developer'vill serve" commihnents, as described herein, is a significant benefit to Developer but may be terminated by city if Developer fails to begin deveLopment of the hoject within two (2) years from the Effective Date. In order to terminate the will-serve commitmen! City must deliver a written notice of non-development to'Developer within twenty-five (25) montts of the Effective Date. In the event of such a notice delivercd by the city, Developer shall have thirty (30) days from the date thereof to provide evidence of development of the Property. The City'i wilt-serve commitment will automatically terminate if Dcveloper fails to provide such evidence within the specified timeframe.

8.5 Storm Water Improvements. Developer shall construct, or cauge to be constructed, storm water retention and detention facilities as may be necessary for the development ofthe Property as contemplated by the vested rights described herein, Developer shall not be required to design and construct such retention and detention facilities to address storrn water flows originating from outside the Property' Any costs incurred by Developer for ihis work shall be reimbursed by the CRA or other financing vehicles pursuant to Section 7.

t2 4E2t A240-t7ffi Exhibil D to

s originating from outside the Property' Any costs incurred by Developer for ihis work shall be reimbursed by the CRA or other financing vehicles pursuant to Section 7.

t2 4E2t A240-t7ffi Exhibil D to Agreement to Amend, Restate qnd Terminqte Master Development Agreementfor Lakeview Business Park Page of l2 of25 fflAf#;.5'T?E?t' * A.REETIENT FtE 'rli 35 39 oro*trutrt. .ITY cof,P Jorry Houghton' Tooelr County County Recorder 8.6 Electrical Utiltties. The Parties acknowledge that Rocky Mountain Power has representd that it has sufficient electrical qapacity and transmission infrastructur€ to provide a "will serve" commitmcnt to the Property. The City will cooperate with Rocky Mountain Power to cause it to construct all electrical facilities and equipment necessary to serve the hoperty. The City shall use its best efforts to cause Rocky Mountain Power to pay for all such costs. Any costs incuned by Developer for this work shall be reimbursed by the CRA or other financing vehicle pusuant to Section 7.

8.7 Naturel Gas Utlllties. The City agrees to cooperate with Developer and utility service providers in their efforts to ensure that suffcient natural gas capaclty and transmission is present to serve the Property. Any costs incuned by Developer for this work shall be reimbuned by the CRA or other financing vehicle pursuant to Section 7.

8.8 City Services. City shall make available (subject to application for service, isuance of applicable permits and payment ofconnection fees and applicable commodity usage rales) oulinary water, sanitary sewer, storm water and other municipal sewices to the Property. Such services shall be provided to the Property at the same levels of services, on the sam€ terms and at rates as approved by the City

y sewer, storm water and other municipal sewices to the Property. Such services shall be provided to the Property at the same levels of services, on the sam€ terms and at rates as approved by the City Council, which rates may not differ materially from those charged to others in the City's boundaries, City also agrees to cooperate in rnaking available public rights of way and €asements for use by utility and service providors lo development within the Property.

8.9 Culinary Well. In connection with development of the Project, Developer agrees to drill one (l) new culinary well and make additional system improvements to the City's culinary water system provided that City has first obtained a well site, a well drilling plan, state approvals and other project details to the reasonable satisfaction of Developer. City represents that such improvements may be necessary to meet future demand and ensure the security of the City's culinary water sy$tem for the full development ofthe ftoject. Developer acknowledgcs that all costs associa.ted with this new culinary well and system improvements shall be paid through the CRA, third-parties, or other anangements to the reasonable satisfaction of City. Such costs may include, but are not limited to: drilling multiple wells, construction of a water storage tank, installation of new water lines, pump stations, and reservoirs.

e. @ 10. Annexation of Adiacent Prooertv. Developer, without request originaring from City, seeks City's agreement, for a period within six (6) months of the Effective Date, to annex the Adjacent Property into City's municipal boundaries. To exercise this right, Developer shall, pursuant to Utah Cade Ann. $ l0-2403, file a petition to annex the Adjacent Property into thejurisdictional boundaries ofthe City. Cify

s municipal boundaries. To exercise this right, Developer shall, pursuant to Utah Cade Ann. $ l0-2403, file a petition to annex the Adjacent Property into thejurisdictional boundaries ofthe City. Cify agrces to use reasonable efforts to process and approve an annexation petition submitted in accordance with this section and applicable law Aftor annexation, City agrees to provide Developer the "will-serve" commitrnents as to the Adjacent Prop€rty as set forth in Section 8.4 above.

I l. Defeult.

ll.l Notice. lfDeveloper, a Subdeveloper, or the City fails to perform their respective obligations hereunder or to comply with the terms hereof, the Party believing that a Default has occurred shall provide Notice to the olher Party. If the City bclieves thal the Default has been committed by a Subdeveloper, then the City shall also provide a courtesy copy ofthe Notice to Developer.

I L2 Contents of the Notice of Default. The Notice of Default shall: I 1.2.1 Specific Claim. Specif, the claimed event of Default; l3 4E224240-3760 Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Pageofl3of25 Enl,ry [: 509563 FEg''dX.E6 39 n*.rrru,r.. crry coRpJcriy Houghlon, Toorl: County County Rcconder 11.2.2 Applicable Provisions. IdentiS with particularity the provisions of any applicable law, rule, regulation or provision of this DA that is claimed to be in Default; t 1.2.3 Materialitv. Identifl why the Default is claimed to be material; and I1.2.4 Optional Cure. If the City chooses, in its discretion, it may propose a method and time for curing the Default which shall be ofno less than thify (30) days duration.

I 1.3 Meet aud Confer' Mediation, Arbitntion. Upon the issuance of a Notice of Default

, it may propose a method and time for curing the Default which shall be ofno less than thify (30) days duration.

I 1.3 Meet aud Confer' Mediation, Arbitntion. Upon the issuance of a Notice of Default the Parties shall engage in the 'Meet and Confer" and "Mediation" processes specified in Sections 5.5 and 5.7. Ifthe claimed Default is subject to Arbitration as provided in Section 5,8 then the Parties shall follow such processes.

11.4 Remedies. If the Parties are not able lo resolve the Default by "Meet and Confer" or by Mediation, and if the Default is not subject to arbitration then the Parties may have the following remedies, except as specifically limited in I 1,8: ll.4.l Law-and Eouity. All rights and remedies available at law and in equity, including but not limited to, injunctive reliefand/or specific performance.

11.4.2 Security. The right to draw on any security posted or provided in connection with the Project and relating to remcdying ofthe psrticular Default.

ll.5 Attortrey Fees. The Party prevailing in any action following an unsuccessful "Meet and Confer," rnediation, or if applicable, arbitration shall be awarded its reasonable legal expenses, including its reasonable attomey fees.

I 1.6 Public Meetlng. Before any remedy in Section I 1.4 may be imposed by the City the party allegedly in Default shall be afforded the right to attend a public meeting before the City Council and address the City Council regarding the claimed Default.

ll'7 Ertended Cure Period. If any Default oannot be reasonably cured within thifiy (30) days, then such cure period may be extended at the discretion ofthe Party asserting Default so long as the defaulting Party is pursuing a cure with reasonable diligence.

nably cured within thifiy (30) days, then such cure period may be extended at the discretion ofthe Party asserting Default so long as the defaulting Party is pursuing a cure with reasonable diligence.

I 1.8 Default of Assignee. A default of any obligations assumed by an assignee shall not be deemed a default ofDeveloper.

12. Noticec, All notices required or permited under this DA shall, in addition to any other means of transmission, be given in writing by either by certified mail, hand delivery, ovemight courier service, or email to the following addresses: To l)evelopcr: Wlth a Copy to: RC IV, LLC 2265 East Munay Holladay Road Holladay, UT84l17 Email: To Grantsville City: Crantsville City Corp.With a Copy lo: 14 4822-A2&-37& Exhibit D to Agreement to Amend, Restate qnd Terminate Mqster Development Agreementfor Lakeview Business Park Page of 14 of25 "ElHuY.ti.5ff?E?.. * AG'EE''ENT Jcrry Houghtm, Tooelc County Counly Rcconder 429East Main Street Orantsville City, Utah E4029 l2.l Elfectiveness ofNoticc. Except as othenwise provided in this DA, each Notice shall be effective and shall be deemed delivered on the eadier of, I 2. l. i Hand Deliggrv. lts actual receipt, if delivered personally or by courier service.

12,l 2 Elechonic Delivery. Its actual receipt if delivered electronically by email and the sending Party has an electronic receipt ofthe delivery ofthe Notice.

12.1.3 Mailine. On the day the Notice is postmarked for mailing, postage prepaid, by Certified United States Mail and actually deposited in or delivered to the United States Postal Service.

12. I .4 Chanse of Address. Any Party may change its address for Notice under this DA by giving wriften Notice to the other Party in accordance with the provisions ofthis Section.

ates Postal Service.

12. I .4 Chanse of Address. Any Party may change its address for Notice under this DA by giving wriften Notice to the other Party in accordance with the provisions ofthis Section.

13. Headinss. The captions used in this DA are for convenience only and a not intended to be substantive provisions or evidences of intent.

14. Np Third-Pafi RlsbtsNo Joint Venture. This DA does not oreate a joint venture relationship, partnenhip or agency relationship between the City or Developer. Further, the Parties do not intend this DA to oeate any third-party beneficiary rights except as expressly provided herein. The Parties acknowledge that this DA refers to a private development and that the City has no interest in, responsibility for, or duty to any third parties conceming any improvements to the hoperty untess the City has accepted the dedication of such improvements at which time all rights and responsibilitiesexcept for warranty bond requitements under City's Vested Laws and as allowed by state law-for the dedicated public improvement shall be the City's, 15. Asslqnabilitv. The rights and responsibilities of Developer underthis DA may be assigned in whole or in part" respectively, by Developer as provided herein.

15.1 Related Eutity. Developer's assignment of all or any part of Developer's rights and responsibilities under this DA to any entity "related" to Developer (as defined by regulations of the Internal Revenue Service in Section 165), fleveloper's entry into ajoint venture for the development of the Project, or Developer's pledging of part or all of the Project as security for financing shall be considered pre-approved by the City. Developer shall give the Cify Notice ofany event specified in this

roject, or Developer's pledging of part or all of the Project as security for financing shall be considered pre-approved by the City. Developer shall give the Cify Notice ofany event specified in this sub-section within ten (t0) days after the event has occuned. Such Notice shall include providing the City with all necessary contact information for the newly responsible parfy.

15.2 Non-Relsted Entity. Developer's assignment ofall or any part ofthe Developer's rights and responsibilities under this DA to any entity not "related" to Developer (as defined by regulations of the Intemal Revenue Service in Section 165), shall be subject to the City's approval, which shall not be unreasonably withheld, conditioned or delayed. Developer shall give Notice to the City ofany proposed assignment and provide such informalion regarding the proposed assignee that the City may reasonably request in making the evaluation permitted under this Section. Such Notice shall include providing the City with all necessary contact information for the proposed assignee. Unless the City objects in writing within nventy (20) business days ofNotice, the City shall be deemed to have approved ofand consented to lhe assignmeni. The City may only object if the City is not reasonably satisfied of the assignee's finanoial ability to perform the obligations of Developer proposed to be assigned or there is an existing breach of a development obligation owed to the City by the assignee or related entity that has not either l5 1422-n&.1160 Exhibil D to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of l5 of 25 5$H.',.!irtt9tTB?tt * A'REETTENT Fi?" cl8 66 3? nro*trutt,-t .ITY coiP Jerry HouEhton, Toorle County Crunty Rccorder

Terminate Master Development Agreement for Lakeview Business Park Page of l5 of 25 5$H.',.!irtt9tTB?tt * A'REETTENT Fi?" cl8 66 3? nro*trutt,-t .ITY coiP Jerry HouEhton, Toorle County Crunty Rccorder been cured or in the process ofbeing cured in a manner acceptable to the City, or the proposed assignee or related entify has a documented history of failing to meet its obligations in prior agreements with the City or other governmental entities. Any refusal ofthe City to accept an assignment shall be subject to the "Meet and Confer" and "Mediation" processes specified in Sections 5.5 and 5.7. If the refusal is subject to Arbitration as provided in Section 5.8, then the Parties shall follow such processes.

15.3 Partirl Assignment. If any proposed assignment is for less than all of Developer's rights and responsibilities, then the assignee shall be responsible for the performance of each of the obligations contained in this DA to which the assignee succeeds. Upon any such partial assigrment, Developer shall be released from any future obligations as to those obligations that are assigned.

15.4 Assignees Bound by DA. Any assignee of all or any.part of Developer's rights and responsibilities r.urder this DA shall consent in writing to be bound by the assigned terms and conditions ofthis DA as a condition precedent to the effectiveness ofthe assignment.

15.5 Sele ofParcels. The Notice, approval, and consent provisions set forth in this Section 15 do not apply to Developer's sale or lease of Parcels, Developer may sell or pledge part or all of the Project as security for financing without requiring City's approval, provided however, that upon a sale of a Parcel to a Subdeveloper, Developer shall provide the City a Developnent Report as set forth in Seotion 2.2.

ty for financing without requiring City's approval, provided however, that upon a sale of a Parcel to a Subdeveloper, Developer shall provide the City a Developnent Report as set forth in Seotion 2.2.

16. E!St!iS$&Sg. If Developer sells or conveys Parcels of lands to Subdevelopers or related parties, the lands so sold and conveyed shall bear the same rights, privileges, and configurations as applicable to such Parcels and be subject to the same limitations and dghts of the City when owned by Developer and as set forth in this DA and Master Plan without any required approval, review, or consent by the City except as otherwise provided herein.

17. No Waiver. Failure ofany Parq/ hereto to exercise any right hereunder shall not be deemed a waiver of any such right and shall not affect the right of such Party to exercise at some future date any such right or any other right it may have.

18, Severabilitv. If any immaterial provision of this DA is held by a court of competent jurisdiction to be invalid for any reason, the Parties consider and intend that this DA shall be deemed amended to the extent Decessary to make it consistent with such decision and the balance of this DA shall remain in full force and affect.

19. Force Maieure. Any prevention, delay, or stoppage ofthe performance ofany obligation under this DA that is due to strikes, labor disputes, inability to obtain labor, materials, equiprnent or reasonable substitutes therefor; acts of nature, governmental restrictions, regulations or conlrols, judicial orders, eilemy or hostile govemment actions, wars, civil commotions, fires or other casualties or other causes beyond the reasonable control ofthe Party obligared to perfiorm hereunder shall excuse performance of

my or hostile govemment actions, wars, civil commotions, fires or other casualties or other causes beyond the reasonable control ofthe Party obligared to perfiorm hereunder shall excuse performance of the obligation by that Party for a period equal to the duration ofthat prevention, delay, or stoppag€.

20. Tlme is of the Essence. Time is of the essence to this DA and every right or responsibility shall be performed within the times specified.

21. Anooinhent of Reoresentrtiver. To further the commitrnent of the Parties to coop€rate in tle implemenation of this DA, th€ City and Developer each shall designate and appoint a representative to act as a liaison between the City and its various departments and the Developer. The initial representative for the City shall be the Adminishator. The initial representative for Developer shall be Anthon Stauffer.

The Parties may change their desigrated representatives by Notice. The representatives shall be available l6 1n2424n-t?60 Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 16 of 25 Enf,ry E: 50956306|0A12020 u:16:39 Afl ACREET1ENT FEE"'sii E6 6? n*.rrrur... crry conpJcrry lloughton, Tooelc County County Recorder at all reasonable times to discuss and revieur the performance of the Parties to this DA and the development of the Project.

22. Anoliclble Law. This DA is entered into in Tooele County in the State of Utah and shall be construed in accordance with the laws of the State of Utah inespective of Utah's choice of law rules.

23. Yeggg. Any action to enforce this DA shall be brought only in the Third District Court for the State ofutah in Tooele County.

24. Egfggsreement. This DA, and all Exhibits thereto, is the entire agreement between the

on to enforce this DA shall be brought only in the Third District Court for the State ofutah in Tooele County.

24. Egfggsreement. This DA, and all Exhibits thereto, is the entire agreement between the Parties and may not be amended or modified except either as ptovided herein or by a subsequent written amendment signed by all Parties.

25. Mutusl Drrftins. Each Party has participated in negotiating and drafting this DA and therefore no provision ofthis DA shall be conslrued for or against any Party based on which Party drafted any padicular portion of this DA.

26. Recordation and Runnins with the Land. This DA shall be recorded in the chain of title for the Project. This DA shall be deemed to run with the land. The data disk of the City's Vested Laws shall not be recorded in the chain oftitle. A secure copy of such data disk shall be filed with the applicable City Recorder and each party shall also have an identical copy.

27. Erclusion from Moratoria. The Property shall be excluded from any moratorium adopted pursuanl lo Utah Code Arn. $ l0-9a-504 unless such a moratorium is found on the record by the City Council to be necessary to avoid a physical hfin to third parties and the harm, if allowed, would jcopardize a compelling, countervailing public interest as proven by the City with clear and convincing evidence.

28. Authoritv. The Parties to this DA each warrant that they have all ofthe necessary adhority to execute this DA. City is entering into this DA after taking all nec€ssary actions to enter into tle agreements and understandings set forth herein. City's enactment of the resolution approving this DA, and entering into this DA, are legislative acts allowed and authorized by Uah Code Ann. $ l0-9a-101, el seq., including specifically Wah Code Ann. $ l0-9a-102(2).

of the resolution approving this DA, and entering into this DA, are legislative acts allowed and authorized by Uah Code Ann. $ l0-9a-101, el seq., including specifically Wah Code Ann. $ l0-9a-102(2).

[Si gnat we P age s Foll owJ t7 4822.821U37& Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 17 of25 Entrv [: 509563 oStodlzo?o 11:16:39 Afl A0REEIIENT Paee 18 of 25FEE $64 OO BY ORNNTSVILLE CITY CORP Jerry Houghton, looele County County Recorder lN WITNESS WI-IEREOF, the Parties hereto have executed this DA by and through their respective, duly authorized representatives as ofthe day and year first herein above written.

DWETQEE&, RG IV, LLC, a Utalr limited liability cornpeny By: DEVE LOPER ACKNOWLEDGMENT STATE OTT UTAH company, and that the foregoing instrument was duly authorized by the conrpany at a lawful meeting held by authority ofits operating agreement arrd signed in behalfofsaid company.

.@sffiffijNOTARY PUBLIC Signature Page to l)evelopment Agreemenl ttl2.8?40.-rrb0 Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I8 of25 Eg,LrV,rEirs,f?E?,, o, ncREE,,,ENrPag€ 19 ol 2srte $64 OO gY 6RANTSVILLE CITY coRPJerry Houghton, fooele County County Recorder E.!IY: A as to form legality: GRANTSVILLE CITY, a Utah politicat M. Coombs City Attorney K.

lts: Mayor Christine Webb City Recorder CITY ACKNOWLEDGMENT STATE OF Utah ) :ss.

COUNTY OF Tooele ) on the T7 auy or Adt L 2020 personatly appeared before me Brent K.

iticat M. Coombs City Attorney K.

lts: Mayor Christine Webb City Recorder CITY ACKNOWLEDGMENT STATE OF Utah ) :ss.

COUNTY OF Tooele ) on the T7 auy or Adt L 2020 personatly appeared before me Brent K.

Marshall rvho being by rne duly (worn, did say that he is the Mayor of Crantsville City, a political subdivision ofthe State ofUtah. and that said instrument was signed in behalfofthe City by authority of its City Council and said Brent K. Manhall acknowledged to me that the same.

ARY PUBLIC s lrclet My Commission Expires: Residing at: JESSEDtSrARYAlrIE Signature Page ks Developmen! Agreemenl 182?.8210-3760 Exhibit D to Agreement to Amend, Restqte and Terminate Mqster Development Agreementfor Lakeview Business Park Page of I9 of 25 Entry fr 5095636lOAlVr2O I I : lB :39 aI nCnEEnEflT Peso: 1)0 ot 25FEE $6iI.OO 8Y GiANTSVTLLE CITY CORP J$ry Houghton, Toocte County County RicoFd.i EXHIBIT'Atr [Legal Ilescription of the Property] LOT 6, DESERET PEAK SIJBDIVISIONPIIASE 3, A STJBDIVISION OF TOOELE COIJNTY, STATE OF UTA,H.

28E.70 acres, Parcel No. 14-0434-0006 ALL OF LOT l, & E t/4 0F LOT 2, E l/4 0F SWI/4 0F NE ll4, SE t/4 0F NE t/4 0F SECTION 3 T3S R5W SLB&M 100.26 acres, Parcel No. 0l-130{-0001 Exhibil A to DevelopmentAgreement 182X-t240-7160 Exhibit D to Agreement to Amend, Restqte and Terminate Master Development Agreementfor Lakeview Business Park Page of20 of25 Entry t: 509563OllOElmzO I I : l5 :39 nil ncf,EEHEr{T Pcge: 21 of 25FEE 164 OO BY GRNNTSVILLE CITY CORP Jcrry lloulhton, Tooelc County Comty Rccordcr EXHIBIT (A-1' Legal Description ofthe Adjacent Property A parcel of land located in the Section I and the North Half of Section 1 2, Township 3 South, Range 5 West, Salt Lake Base and Meridian, Tooele County, Utah, described as follows:

e Adjacent Property A parcel of land located in the Section I and the North Half of Section 1 2, Township 3 South, Range 5 West, Salt Lake Base and Meridian, Tooele County, Utah, described as follows: BEGINNINC at a point on the east line of Section l, Township 3 South, Range 5 West, Salt Lake Base and Meridian, said point being South 00022'10" East772.12 feet along said line from the Tooele County Dependent Resuwey monument found marking the Northeest Corner of said Section l, and thence continuing along said line South 00"22'10" East 1,874.14 feet to Tooele County Dependent Resurvey monument found marking the East Quart€r Comer of said Section t; thence South 00o20'45' East 2,635,35 feet to the Tooele County Dependent Resurvey monument found marking the Southeast Corner ofsaid Section l; thence South 00"21'26" 8ast2,640.77 feet to the Tooete County Dependent Resurvey monument found marking the East Quarter Corner ofSection 12, Township 3 South, Range 5 West Salt Lake Base and Meridian; thence along the east line of said Section 12 South 0022'1sil East 1,060.00 feet; thence South 89o3648" West 4,527.07 feet to the easterly line ofSheep Lane; thence along said line the following five courses: l) North 00022'15" West 2,666.04 fe€t to a point of tangency of a 3,050.00 foot radius curve to the left, 2) Northuly 1,286.65 feet along the arc of said curve ttrough a central angle of 24'10'13" and a long chord of North 12"27'22" West 1277.13 feel 3) North 24%2,t8" West 450.88 feet to a point oftangency of a 2,950.00 foot radius curve to the right, 4) Northerly |,229.08 feet along the arc of said curve through a central ang,le of 23"52' 17" and a long chord of North 12036'20" West I,220.21 fe€t and 5) North 00o40'1 I u West 470.09 feet to the south line of Lot 2, Miller

t along the arc of said curve through a central ang,le of 23"52' 17" and a long chord of North 12036'20" West I,220.21 fe€t and 5) North 00o40'1 I u West 470.09 feet to the south line of Lot 2, Miller Motorsports Business Park PUD No. 1; thence along the boundary of said lot the following three course: l) North 89'40?8" East 1,505.87 feet, 2) North 00"t932" west 1,065.00 feet and 3) South 89'4028' West 1,512.21 feet to said east line of Sheep Lane; thence along said line Nordr 00o39'55' west 1,708.11 feet; thence south 84o23'36" F,ast 5,284.93 feet to the poINT oF BEGINNING. said patcel contains 39,95I,742 square feet or 917,16 acres, more or less.

Containing the following TAX PARCELS: 0343E-0-0004 03-038-0-0016 03.047-0-0007 t7-022-0-0004 l7-022-0-000803-038-0-0009 03-047-0-001 l t7-022-0400s t7-022-0-000903-038-0-00r4 03-047-0-0005 l7-022-0-0001 l7-022-0-0006 l7-022-0-000A03438-0-00 t 5 03-047-0{006 l7-022-0-0003 17-022-0-0007 Exhibit A-I to Development Agreement 4t2Z-8240-3760 Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of2l of25 Enlry H: 50956305/66/20?0 11:16:39 An AGREEIIENT Pase 22 ol 25FEE $64 OO BY GRANTSVILLi; EJIY COFP EXHIBIT.,B" IMaster Planl ilIE : d H j b E d d.

4 e; I t': ,,:F, 8 E 6 I s !

6 -f-d '18.1:.82J0--17fi]Exhibit B to Developnent ,qgreement Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of22 of25i:t g!EETCEECTHgEEETBCC ,llllltrllllrlrtliirr: tair rtittlt tl: lIltSRiFtS;*t:gthttt?9 fftrf$ff$tfgfg$gggfg $f f fl iFi$tfi $gi$*iirtiaii

...t/......./a g!EETCEECTHgEEETBCC ,llllltrllllrlrtliirr: tair rtittlt tl: lIltSRiFtS;*t:gthttt?9 fftrf$ff$tfgfg$gggfg $f f fl iFi$tfi $gi$*iirtiaii tit!t!t$l$ttfi$trt!t -n..'.n.69;!::tCi99R&Xa il9 tr:t $ t.dr* g;!t ;.i;;;1"ffi;:r..:::,.,,unty County Recqrder o "0E !

!

F !tt En 3 i 6 u J:I T a 6t aI I 4n2-824n.31ffiExhibit B to Developmen! Agreement Exhibit D to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lokeview Business Park Page of23 of25t:ttltttt::tttt:t:fl :::t tsffititHt$t$f;Fffitffiffitffi tttttilttttttt$tlttttttiFlFl!titet6tlitSre?l?lI lffffltftfi{fiffitfififi :lilt:rti:tt:tlttit::it f;*ffifitgiiiiiitrfitfiffifft rttutr!!tttttttttttttt-crrorrorE=ll :!!ERESn Hlf; 'glil,rtx'.f?8?., o, A.REE'E,,T|!l.: ?4 of 2E '-.E SEI OA 8V GRNNTSVILLE CIIY CORPJcrry Houghtm, Toocle Couhty Cowrty Flcordcr EXHIBIT (C' [Zoning Mrpl 482i-820-3760Exhibit C to Development Agreement Exhibit D to Agreement to Amend, Restate and Terminate Mqster Development Agreementfor Lakeview Business Park Page of 24 of 25 Lgc_E[a I.

I" 1ro1.." hfr#t;ro'r'dsft*r(I-&ffil"I"I"I"I.I*I-nl"I"urrtftar(orddi6nfi,;i's,i;1"?i?"- .F cuT3..?$,m,?i;5i&sg, LrlurDftryir.!q46GRANTSVILLE CITY zo!{ilo irAP OESEREI PEAK ATINEXATIOI,I REU*D'H4&6lIti(j i Entry Ir 5095630tlo6l2026 ll i16:39 Ai ACnEEnENT Exhibil D to Agreement to Amend, Restate and Terminate Mqster Development Agreementfor Lakeview Business Pqrk Page of 25 of 25 EXHIBIT E Grantsville Participation Agreement PARTICIPATION AGREEMENT by and between the GRANTSVILLE CITY REDEVELOPMENT AGENCY and RG IV, LLC for the

reementfor Lakeview Business Pqrk Page of 25 of 25 EXHIBIT E Grantsville Participation Agreement PARTICIPATION AGREEMENT by and between the GRANTSVILLE CITY REDEVELOPMENT AGENCY and RG IV, LLC for the LAKEVIEW BUSINESS PARK COMMUNITY REINVESTMENT PROJECTAREA Tltis Agreenrent (the "'Agreement") is niade and entered 2020 (the "Effective Date")" by and amonginto as of this l{ltday oi the CRANTSVILLE CITY AGENCY (the "Agency"), a political subdivision of the State of Utah operating under the Utah Community Reinvestment Agency Act (the "Act": $ l7C-l-l0l et seq.. ot its predecessor statutes), and RC lV, LLC, a Utah limited liability company ("Participant"). Participant and the Agency may from time to tinre hereinatler be referred to individually as a ''Party" and collective ly as the "Parties."

I SUBJECT OF AGREEMENT 1.1. Purpose ofthe Agreement The purpose of this Participation Agrcement (the "Agreement") is to carry out in part the Pro.iect Area Plan (the "Plan") tbr the Lakeview Business Park Community Reinvestrnent Project Area (the "Project Area") by providing lor incentives to entice Participant to develop a large-scale commercial and light industrial business park in the Pro.iect Area (the "Project"), and to specity the tenns and conditions pursuant to which the Agency and Participant will cooperate in bringing about such development. including f'unds the Agency will provide to assist in Participant's development olthe Project. which will benefit rhe Project Area and rhe City as a whole.

1,2, Agreement in the Best Interests of the City and Residents This Agreentent is in the vital and best interests olCrantsville City. Utah (the "City"), and the health. safety and wellare of its residents, and in accord with public purposes. 'lhis Agreement is

ts This Agreentent is in the vital and best interests olCrantsville City. Utah (the "City"), and the health. safety and wellare of its residents, and in accord with public purposes. 'lhis Agreement is carried out pursuant to the Act.

1.3. The Project Area The Project Area is located within the boundaries of the City. The exact boundaries of the Project Area are specitically and legally desclibed in the Plan.

1.4. The Project Area Plan and Budget ThisAgreementissubjecttotheprovisionsofthePIan,asadoptedandordainedonApril 15.202A by the Agency and the Crantsville City Council (the "Council") in accordance with the Act and is incorporated herein by this reference. This Agreement is also subject to the provisions of the project area budget (the ''Budget"), as adopted by the Agency on April 15,2020.

Page I Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of I of 50 1.5. Interlocal Agreements Subject to the terms of the inberlocal agreements with Grantsville City, Tooele County, the Tooele County School District, and the Tooele Valley Mosquito Abatement District (attached hereto as Exhibits A, B, C, and D, respectively) (together, the "Interlocal Agreements"), the Agency is entitled to receive, for a period of up to 30 years, a portion of the tax incrcment generated by the development within the Site (the "Agency Share'). From the Project Area Funds received by the Agency pursuant to the Interlocal Agreements, the Agency shall retain ten percent (10%) to be used toward housing as r€quired by the Act and shall also retain the Administrative Allocation (as defined below), leaving the remaining amount of the Agency Share available to be used toward

%) to be used toward housing as r€quired by the Act and shall also retain the Administrative Allocation (as defined below), leaving the remaining amount of the Agency Share available to be used toward project area development (the *Project Area Funds"). Participant shall have no claim to interest earned by the Agency on any portion of the Agency Share. For clarity, the Agency Share consists of only those funds that are generated by taxes paid on development within the Site that are received by the Agency pursuant to the Interlocal Agreements; the Agency Share does not include any funds currently held by the Agency or received by the Agency from other sources.

The term "Administrative Allocation" shall mean, (i) for the first two years for which the Agency receives the Agency Share, five percent (57o) ofthe Agency share received for each ofthose years, (ii) for the third and fourth years for which the Agency receives the Agency Share, two and one halfpercent (2.57o) ofthe Agency Share received for each ofthose years, and (iii) for all remaining years for which the Agency receives the Agency Share, one percent (l7o) ofth€ Agency Share received for each of those years. Notwithstanding the foregoing, the Administrative Allocation for a given years shall never be less than the lesser of (i) the full amount of the Agency Share for that year or (ii) fifty thousand dollars ($50,000.00).

1.6. Additionsl Area The boundary of the Project Area as initially created and as existing as of the date of this Agreement is shown on Exhibit E. Participant has expressed intcntions to annex the property shown on Exhibit F into Grantsville City (the "Additional Area"). Upon annexation into the City

date of this Agreement is shown on Exhibit E. Participant has expressed intcntions to annex the property shown on Exhibit F into Grantsville City (the "Additional Area"). Upon annexation into the City and inclusion in the Project Area through amendment of the Project Area Plan, the Additional Area shall be treated for all purposes as part of the Project Area and the Site. The terms "Site" and "Project Area" shall include all portions ofthe Additional Area that are made part ofthe Project Area1.7. Description of the $ite The Project will be constructed in the Project Area as initially created and in the Additional Area.

The initial area within the Project Area" with the addition of all or part of the Additional Area shall be known as the "Site".

1.8. Ilescription ofthe Project Pursuant to the terms of this Agreanen! Participant shall develop the Project within the Project Area, including, if applicable, the Additional Area. Participant estimates that the capital investment in the Project will be approximately $2.I billion over a period of up to thirty years, Page2 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of2 of50 which estimate includes approximately $170 million of public infrastructure improvements (the "Invetmenf).

1.9. The Reimbunsement As used in this Agreement, the term "Reimbursement" means the amount that may be paid to Participant upon compliance with the terms and conditions of this A$e€ment. The Reimbursement shall be based on the total Investment by Participant and the reimbursement for Infiastructure Improvements described in Article 2.

1.10. Parties to the Agreement LlAl. The Ageney The address ofthe Agency for purposes ofthis Agreement is: Grantsville City Redevelopment Agency

for Infiastructure Improvements described in Article 2.

1.10. Parties to the Agreement LlAl. The Ageney The address ofthe Agency for purposes ofthis Agreement is: Grantsville City Redevelopment Agency 429East Main Street Grantsville City, UT 84029 With a copy to: Smith Hartvigsen, PLLC Attn: Adam S. Long 257 East200 South, Suite 500 Satt Lake City, UT 841I I 1.10.2. TheParticipant Participant's address for purposes ofthis Agreement is: RG IV, LLC 2265 East Murray Holladay Road Holladay, UT 841 l7 With a copy to: Snell & Wilmer L.L.P.

Attn: Wade Budge 15 West South Temple, Suite 1200 Salt Lake City, UT 84101 Page 3 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of3 of50 1.11. Prohibition against Certein Changes 1.fi.I. AcknowledgementbyParticipant Participant acknowledges the importance of the development of the Project Area to the general welfare of the community, the public assistance set forth in this Agreement that has been made available by law and by the Agency for the purpose ofmaking the Investment and developing the Project within the Projcct Area possible, that a significant change in the identity ofParticipant, as prohibited by this Section I . I I , may be considered, for practical purpos€s, a transfer or disposition ofthe Project, that the qualifications and identity of Participant are of particular concern to the Agency, and that it is because ofsuch qualificstions and identity that the Agency is entering into this Agrcement with Participant.

1.11.2, Representation as to Development Intent Participant represents and agrees that its Investment in and use of the Project Area, and Participant's other undertakings reflected in this Agreement are and shall only be for the purpose

ment Intent Participant represents and agrees that its Investment in and use of the Project Area, and Participant's other undertakings reflected in this Agreement are and shall only be for the purpose ofParticipant's devclopment ofthe Project and not for speculation in land holding or otherwise.

I.l 1.3. Assignment or Transfer of Agreement Participant represents and agrees for itselfand its successors and assigns that Participant will not assign or transfer or attempt to assign or transfer all or any part ofthis Agreement, or any rights herein or obligations hereunder, during the term ofthis Agreement exc€pt as cxplicitly allowed herein or as agreed to in a writing signed by the Parties. The Agency may withhold its consent to such an as$igxment or tran$fer if, in the sole discretion ofthe Agency, such transfer or assignment would result in the economic development goals of the Agency and the Project Area not being met.

The attempted or actual assignment or delegation of this Agreement in violation of the above provisions is a material Default that shall be subject to the provisions of Article 5 of this Agreement.

I.I1.4. Transfer to Tax-Exempt Organization Notwithstanding anything in this Agreement to the contrary, any attempt by Participant or its Agency-approved transferee or assignee to transfer any ofthe real or personal prop€rly within the Site to a tax-exempt organization or otherwise to exempt any of the taxable prop€rty witbin the Site from ad va lorem property taxation without the prior written consent of the Agency will entitle the Agency, at its sole discretion, to immediately and without prior notice terminate this Agreement, cease further payments under this Agreement to Participant or its successors or

gency will entitle the Agency, at its sole discretion, to immediately and without prior notice terminate this Agreement, cease further payments under this Agreement to Participant or its successors or assigns, and seek remedies, pursuant to Subsection 5.3.1., of all amounts paid to Participant under this Agreement. For property within the Project Area that is sold or transferred to a third-party unaffiliated with Participant, the subsequent sale or transfer ofthat particular property to a taxexempt entity is not subject to the restrictions set forth in this Subsection I . I I .4.

Page 4 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of4 of 50 1.1L5. ContinuingObligetions A P€rmitted assignment or transfer of this Agreement, in whole or in part, shall not relieve Patticipant from any and all obligations under this Agrcement unless specifically agreed to in writing by the Agency. Except as otherwise provided herein, all of the terms, covenants, and conditions of this Agreement are and will remain binding upon Participant and its Agencyapprovcd transferee or assignee until the expiration or termination of this Agreement.

2. OBLIGATIONS OF THE PARTIES 2.1- Payment of Reimbursement 2.1,1, Payment Obligation So long as Participant fulfills all of its obligations under this Agreemen! the Agency will pay to Participant the Reimbursement. The Reimbursement shall not exceed the Project Area Funds, although the Re imbursement may be less than the Project Area Funds. In the event that the amount ofProject Area Funds received by the Agency for a given year is greater than the Reimbursement, tlre Agency shall hold such excess Project Area Funds through the Term ofthis and shall use such

amount ofProject Area Funds received by the Agency for a given year is greater than the Reimbursement, tlre Agency shall hold such excess Project Area Funds through the Term ofthis and shall use such funds for the payment of future Reimbursement in accordance with this Agreement. The Agency shall make the payment to Participant represcnting the Reimbursement for the preceding year within sixty (50) days after the date on which all of the conditions precedent as dcscribed in Section 2.3 are met.

2,1.2. CalculttionofReimbursement The amount of the Reimbur$emont shall be limited to the amounts invested by Participant into infrastructure improvements as listed on Exhibit G (the "Infrestructure Improvements'), plus interest on unreimbursed costs paid for Infrastructure lrnprovements, calculated at a rate of seven (7) percent, simple interest. As described in Subsection 2.3.1., the Reimbursement may include certain expenditures madc to attract certain tenants or purchasers to the Site.

2.1.2.1. InterestCalcrrlation For purposes ofoalculating interest on unreimbursed Infrastructure Improvements, all costs paid toward Infrastructure Improvements during a given calendar year shall be hested as though such costs were incurred on July I of that particular y€ar. Intgrest on unreimbursed Infrastructure Improvements may be included in the Reimbursement beginning on January I of the year for which the Agency first receives the Agency Share.

2.1,2.2. Cost of Infrastructure Improvements Only "hard costs" shall be used for purposes of calculating the costs of Infiasfiucture Improvements. Reimbursable costs of Infrastructure Improvements shall not include any "soft costs" such as administrative, legal, overhead, managem€nt expenses or other oosts that cannot be

asfiucture Improvements. Reimbursable costs of Infrastructure Improvements shall not include any "soft costs" such as administrative, legal, overhead, managem€nt expenses or other oosts that cannot be reasonably tied to a specific tangible asset, provided, however, that engineering, design, and Page 5 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of5 of50 related consultant costs reasonably tied to Infrastructure Improvements shall not be classified as a "soft cost."

2.1.3. Potential Incentives The Reimbursement shall include expenditures by Participant for incentives to atsact specific tenants or purchasers ("Incentives") provided that all aspects of any such Incentives must be approved in advance and in writing by the Agency Board. Any unreimbursed expenditures for Incentives shall be excluded from the calculation ofthe interest portion ofthe Reimbursement under Subsecti on 2.1 .2.

2.2. Sole Source of Funding for the Reimburuement The entirety of Participant's Reimbursement contemplated in this Agreement will be funded solely by the Project Area Funds received by the Agency pursuant to the Interlocal Agreements generated solely by the Site. Participant is not, and shall not be, entitled to any other funds collected by the Agency for the Project Area or any other funds held by the Agency. Agenoy may, at its sole and absolute discretion, cooperate in efforts to have bonds or other financing issued based upon the revenue streams generated from the Site pursuant to this Agreement, provided that any such bonds or financing are non-recourse to the Agency and the bond or financing proceeds are used for purposes described in the Project Plan.

23. Conditions Precedent to the Payment of the Reimbursement to

onds or financing are non-recourse to the Agency and the bond or financing proceeds are used for purposes described in the Project Plan.

23. Conditions Precedent to the Payment of the Reimbursement to Participant In addition to other provisions in this Agreement, the Agency has no obligation to remit to Participant the Reimbursement unless and until all the following conditions precedent (each a "Condition Precedent" and together "Conditions Precedent"), as detailed in the following subsections, are satisfied: 2,3.1, Agency is Entitled to Receive the Agency Share The Agency has taken, or will take, the required actions to enter into this Agreement and establish the Project Area under the Act, including €ntering into the lnterlocal Agreements. Based on the preceding representation, the Agency is not obligated to pay to Participant the Reimbursement unless the Agency is lcgally entitled to receive the Agency Share pursuant to the lnterlocal Agreements. Agency agrees not to amend the Interlocal Agreements in a way that would reduce, or would potentially reduce, the Project Area Funds available to pay the Reimbursement without the prior writton cons€nt of Participant.

2.3.2. Agency has Actually Received the.dgency Share Payment The Agency is obligated to pay to Participant the Roimbursement only to the extent the Agency has actually received the Agency Share payment(s) from the entity charged with collecting property taxes for the particular calendar year.

Page 6 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of6 of 50 2,3.3. Operation of Project The Agency is not obligated to pay to Participant the Reimbursement unless Participant has continuously operated the Project as described in Section 2.14.

rk Page of6 of 50 2,3.3. Operation of Project The Agency is not obligated to pay to Participant the Reimbursement unless Participant has continuously operated the Project as described in Section 2.14.

2.3.4, Constructionoflmprovemonts The Agency is not obligated to pay to Participant the Reimbursement unless Participant has invested at least one million dollars ($1,000,000.00) into Infrastructure lmprovements on or before December 31, 2022.

2.3.5. Requcst for Reimbursement The Agency is not obligated to pay the Reimbursement to Participant unless Participant has made a timely Request for Payment in writing pursuant to Section 2.5.

2.4, Elfect of Failure to Meet Conditions Precedenl to Payment of Incentive In the event that the Conditions Precedent as described in Section 2.3 are not met during the term of this Agreement and Participant is thus not entitled to receive the Reimbursement, but is othenvise not in default under this Agreement, such failure shall not constitute a Default under this Agreement. In the event that the Conditions Precedent are not met as described in this section and the Reimbursement is not paid to Participant for a given year, Participant shall not receive interest for that year on unreimbursed amounts. For the sake of clarity, if Participant fails to meet the conditions precedent for a particular year and thus does not receive payment ofthe Reimbursement from the Agency for that year, Participant shall not be entitled to receive interest for that year on the amount of the unpaid Reimbursement but Participant may still receive the Reimbursement for those Infrastructur€ Improvements in future years. If a Condition Precedent has not been met, Agency agrees to accrue in segregated accounts the Project Area Funds and to distribute timely

rsement for those Infrastructur€ Improvements in future years. If a Condition Precedent has not been met, Agency agrees to accrue in segregated accounts the Project Area Funds and to distribute timely the same to Participant upon satisfaction ofall the Conditions Precedent.

2.5. Requect for Payment Participant shall submit in writing a rcquest for payment to the Agency by March 3l of the year following the year for which the Reimbursement is being sought (the "Request for Payment").

Each Request for Payment shall be in substantially the form attached hereto as Exhibit H and shall include, at a minimum, the information listed in Exhibit H. All information regarding the completion and cost of Infrastmcture Improvements shall be accompanied by supporting documentafion that is sufficient, in the reasonable opinion ofthe Agency, to establish the details of construction and the actual costs of such improvements. In the event that the Agency detcrmines that a Request for Payrnent is incomplete or othenvise deficient, the Agency shall notiff Participant within thirty (30) days of the Agency's receipt of the Request for Payment. A deficient Request for Payment that is submitted by the date established in this section shall be treated as timely so long as Participant provides an updated Request for Payment within fifteen (15) days of receiving notice ofthc deficiency from the Agency.

PagcT Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of7 of50 2.6. Phasing The Parties aoknowledge and agree that the Interlocal Agreements provide for the collection ofthe Agency Share from portions ofthe Project Area (each a "Phase") on differing schedules and that

Phasing The Parties aoknowledge and agree that the Interlocal Agreements provide for the collection ofthe Agency Share from portions ofthe Project Area (each a "Phase") on differing schedules and that the Agency may collect the Agency Share from a particular Phase within the Project Area for a period ofup to twenty years for each Phase. On or before July I ofthe year preceding the year for which Participant desires that the Agency begin collecting the Agency Share from e particular Phase, Participant shall make a written request to the Agency to "trigger" collection of the Agency Share from that particular Phase along with a map and legal description depicting the boundaries of that Phase in conformance with the provisions of the Interlocal Agreements. Collection of the Agency Share from any given Phase shall begin on January I ofthe particular year. Absent a written request from Panicipant, the Agency is under no obligation to designate any Phases or to collect or to take the steps necessary to collect the Agency Share from any portion of the Project Area.

2,7. Payment of Taxes During tho term ofthis Agreement, to the extent applicable, Participant and any ofits successorsin-interest in any portion ofthe Project Area agree to pay, prior to delinquency, all undisputed real prop€rty and other ad valorem taxes and assessments assessed against any property within the Project Area to the extent owned by Participant or any of its successors-in-interest; provided, however, that Participant expressly retains any and all rights to: (a) challenge, object to, or appeal any real property or personal property and other advolorem taxes and assessments; and (b) petition for the reduction thereof.

2.8. Reduction or Elimination of Reimburcement

lenge, object to, or appeal any real property or personal property and other advolorem taxes and assessments; and (b) petition for the reduction thereof.

2.8. Reduction or Elimination of Reimburcement The Parties agree that Participant assumes and accepts the risk ofpossible alteration of federal or state statute, regulation, or adjudication rendering unlawful or impractical the collection, receipt, disbursement, or application of the Reimbursement as contemplated in and by this Agreement. If the provisions of Utah law which govem the payment of the Reimbursement are changed or amended so as to reduce or eliminate the amount paid to the Agency under the lnterlocal Agreements, the Agency's obligation to pay Participant the Reimbursement, as applicable, will be proportionately reduced or eliminated, but only to the extent necessary to comply with the changes in such law. Agency covenants to Participant that it will not support or solicit any changes to the Act that would impair or limit the availability of the Reimbursement to Participant hereunder.

Participant agrees and acknowledges that it has madc such investigations as necessary and assumes all risk as to whether the Project Area, the Plan, the Budget and the Interlocal Agreements were properly approved, adopted and made effective. Notwithstanding any change in taw, Participant specifically reserves and does not waive any right it may have to challenge, at Participant's cost and expense, the constitutionality ofany law change(s) that would reduce or eliminate the payment of Reimbursement to Participant and nothing herein shall be construed as an estoppel, waiver or consent to reduce or eliminate payment of the Reimbursement to Participant. Participant

nate the payment of Reimbursement to Participant and nothing herein shall be construed as an estoppel, waiver or consent to reduce or eliminate payment of the Reimbursement to Participant. Participant acknowledges, understands, and agrees that the Agency is under no obligation to challenge the validity, enforceability, or constitutionality of a change in law that reduces or eliminates the payment of Reimbursement to Participant, or to otherwise indemnifr or reimburse Participant for its actions to independently do so.

Page E Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of8 of 50 2.9. Declaration of Invalidity In the event any legal action is filed in a court ofcompetentjurisdiction that seeks to invalidate the Project Area or this Agreement or that otherwise seeks to or would have the possible result of reducing or eliminating the payment of the Reimbursement to Participant, the Agency shall provide written notice ofsuch legal action to Participant. In the event such an action is filed, the Agency shall have no obligation to challenge that action or defend itselfagainst such action but agrees not to enter into any sefflement, consent, decree, or other resolution without first providing Participant a reasonable opportunity to intewene and defend the rights and privileges provided under this Agreement. If requested by Participant, the Agency may, st its sole discretion, take such actions as may be reasonably required to defend such legal action and to address the grounds for any causes of action that could result in the reduction or elimination of the Reimbursement.

Participant specifically reseryes and does not waive any right it may have to intervene, at

the grounds for any causes of action that could result in the reduction or elimination of the Reimbursement.

Participant specifically reseryes and does not waive any right it may have to intervene, at Participant's cost and exp€nse, in any such legal action and challenge the basis for any causes of action or any remedy sought that would reduce or eliminate the payment of the Reimbursement to Participant, and nothing herein shall be construed as an estoppel, waiver or consent to reduce or eliminate paymont of the Reimbursement to Participant. In the event that the court declares that the Agency cannot pay the Reimbursement, invalidatos tho Project Area, the Interlocal Agreements, or this Agreement, or takes any other action which eliminates or reduces the amount ofReimbursement, and lhe grounds for the legal determination cannot reasonably be addresssd by the Agency, the Agency's obligation to pay to Participant the Reimbursement in accordance with this Agreement will be reduced or eliminated to the extent required by law.

2.10. Dispute over Recoipt of Payment of the Reimburrement Ifnot due to the act, error or omission ofthe Agency, in the event a dispute arises as to the person or entity entitled to receive the Reimbursement under this Agreement due to a claimed assignment by Participant or claimed successor-in-interest of Participant to the Reimbursement or portion thereof, the Agency may withhold payment of the Reimbursemont and may refrain from taking any other action required of it by this Agreement until the dispute is resolved either by agreement or by a court of competent jurisdiction and sufficient evidence of such resolution is provided to the Agency. The Agency shall be entitled to deduct frorn its payment of the Reimbursement any

greement or by a court of competent jurisdiction and sufficient evidence of such resolution is provided to the Agency. The Agency shall be entitled to deduct frorn its payment of the Reimbursement any costs or expenses, including reasonable attomey fees, incuned by the Agency due to the dispute.

2.11. Nature of Participant's Obligetions and Limitation To qualify to receive the Reimbursement as set forth herein, Participant shall fulfill all of its obligations as set forth in this Agreement, The failure of Participant to fulfill its obligations may result in a failure to qualify to receive the Reimbursernent, trigger withholding of an unpaid portion of the Reimbursement, or result in termination of this Agreement but shall not give rise to any other right or rcmedy in favor ofthe Agency. The Agency shall have no right to compel Participant to install the Infrastructure lmprovements or otherwise develop the Project.

Page 9 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of9 of50 2.12. Development and Operation of the Project Area Partioipant shall develop and operate the Project in a commercially reasonable manner and in accordance with industry standards. For purposes of this Agreement, "Operating", "Operational" or "Operations" of the Project shall mean when the following conditions are satisfied: (l) Participant has constructed Infrashucture Improvements as required by Section 2.3.3; (2) either (a) Participant has constructed a building or buildings with total interior space of at least 100,000 square feet or (b) one or more building lots have been leased to tenan(s) or sold to third-parties; and (3) Participant continuously uses commercially reasonable efforts to devclop the Project and

000 square feet or (b) one or more building lots have been leased to tenan(s) or sold to third-parties; and (3) Participant continuously uses commercially reasonable efforts to devclop the Project and to attract tenants to the Project. For purposes ofthis Section, Participant shall be deemed to have continuously Operated the Project ifthe foregoing standards are substantially met or exceeded, notrvithstanding temporary cessation of Operations for inspection, maintenance, repair, replacement, and/or events of force majewe or destruction.

2.13, Commencement of Operations Operations ofthe Project as desmibed in Section 2.12 shall begin no later than January 1,2023.

For purposes of this Section, the Project shall be deemed Operational if the conditions and standards in Section 2,12 arc met. If Participant fails to commence Operations of the Project as required by this Section for any reason other than events offorce majeure, the Agency shall have the right to terminate this Agreement upon written notice to Participant, subject, however, to any notice and cure periods set forth in Article 5.

2.14. Continuing Operations Operations ofthe Projcct as described in Section 2. I 2 shall be commenced as described in Section 2.13 and shall continue throughout the term of this Agreement as set forth in Article 4. For purposes of this Section, the Project shall be considered to be in Operation if the Project is Operating as desoibed in Section 2.12 of this Agreement.

2.15. Cessation of Operations If Participant sells or otherwise ceases to Operate the Project for any reason other than events of force majeure or destruction ("Cessation"), such Cessation shall be a default subject to the provisions of Article 5.

2.15. Funding Responsibility

erate the Project for any reason other than events of force majeure or destruction ("Cessation"), such Cessation shall be a default subject to the provisions of Article 5.

2.15. Funding Responsibility The Parties understand and agree that funding for the Investment comes entirely from Participant's intemal capital or from financing obtained by Participant. The Agency shall not be liable or responsible for providing, obtaining, or guaranteeing such financing.

Page l0 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I 0 of 50 3. AI}DITIONAL TERMS 3.1. Investment Participant will at all times be responsible for its lnvestment in the Project Area. Recognizing the Ievel of Investment by Participant, t}re Agency has determined that it is in the best interests of the residents of the City to provide the Reimbursement to Participant as an incentive to develop the Project and undertake the continued Operation requirements as contemplaled in this Agreement.

3,2, Responsibility for Development Plans and Permits The Agency shall not have any responsibility to obtain permits, licenseq or other approvals for any development within or relating to the Project Area, provided, however, Agency will reasonably coop€rate in providing any consents or acknowledgments as may be required to obtain the same, 3.3. Other Terms 3.3.1. City Land Use Authority Participant acknowledges that nothing in this Agreement shall be deemed to supersede, waivo, or replace the City's authority over land use, zoning, and permitting within the City.

3.3.2. Ratriction Against Parcel Splitting lf applicable, during the term of this Agreement, Partioipant shall not, without the prior written

ity over land use, zoning, and permitting within the City.

3.3.2. Ratriction Against Parcel Splitting lf applicable, during the term of this Agreement, Partioipant shall not, without the prior written approval of the Agency, (a) convey its inter€st in the Project Area or any portion thereof, if any, in such a way that a parcel ofreal property would extend outside the Project Are4 or (b) conshuct or install any building or structure within the Prcject Area in such a way that any portion of the structure would extend outside of the Project Area. Participant understands and acknowledges that these requirements are intended to avoid the splitting of any parcels of real properly within the Project Area and to avoid thejoining ofany parcels ofreal property inside ofthe Projeot Area with parcel(s) outside ofthe Project Area in such a way that Tooele County could no longer identifu the periphery ofthe Project Area by distinct parcels.

3,3,3, Deannexation Participant agrees that it will not eoop€rate with any person, group, or municipality in any effort to remove, deannex, disconnect, or disincorporate the Project Area or any portion thereoffrom the City during the Term of this Agreement. ln the event that thc Project Area or a portion thereof is disconnecte4 deannexed, disincorporated, or otherwise removed from the municipal boundaries of the City, the Agency's obligations to pay the Reimbursement shall immediately cease. Further, Participant shall not seek to nor support any legislation that would (i) restrict or eliminate the City's land use authority over any portion of the Project Area or (ii) allow for any portion of the funds that comprise Agency Share to be paid to any other person or entity.

Page I I Exhibit E to

the City's land use authority over any portion of the Project Area or (ii) allow for any portion of the funds that comprise Agency Share to be paid to any other person or entity.

Page I I Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Pageofll of50 3.3.4. Indemnification Participant agrees to and shatl indemniff, defend, and hold the Agency and its directors, oflicers, agents, employees, and representatives harmless from and against all liability, loss, damage, costs, or cxpenses (including reasonable attomey fees and court costs) arising from or as a result ofthe death ofany person, or any accideng injury, loss, or damage whatsoever caused to any third party person or to the property ofany third party person, directly or indirectly caused by any acts done or any errors or omissions ofParticipant or its directors, officer$, agents, employees, consultants, and contractors except for willful misconduct or negligent acts or omissions of the Agency, the City, or their respective officials, directors, officers, agents, employee$, contractors, and consultants. Likewise, the Agency agrees to and shall indemnify, defend, and hold Participant and its directors, officers, agents, employees, and representatives harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attomeys' fees and court costs) arising from or as a result ofthe death of any person, or any accident" injury, loss, or damage whatsoever caused to any third party person or to the property of any third party person, directly or indirectly caused by any acts done or any enors or omissions of the Agency, the City, or their

age whatsoever caused to any third party person or to the property of any third party person, directly or indirectly caused by any acts done or any enors or omissions of the Agency, the City, or their respective directors, ofTicers, agents, employees, contractors and consultants except for willful misconduct or negligent acts or omissions of Participant or its directors, officers, agents, employees, consultants, and contractors.

3.3.5. Limits on Liability In no event shall one Party be liable to the other(s) for consequential, special, incidental, indirect, exemplary, or punitive damages of any kind (including, but not limited to, loss of profits, loss of reputation, or loss of current or prospective business advantage, even where such losses are characterized as direct damages) adsing out ofor in any way related to the relationship or dealings between Participant and the Agency, regardless ofwhether the claim under which damages are sought is based upon contract, tort, negligence (ofany kind), willful misconduct, strict liability or otherwise, and regardless of whether the parties havc been advised of the possibility of such damages at the time of contracting or otherwise.

3.3.6. Local, State, and Federal Laws Each Party shall act in conformity with all applicable laws; provided, however, that unless otherwise addressed elsewhere in this Agreem€nt, nothing herein shall limit the right of Participant to properly challenge any such law or the applicability ofsuch law, 3.3.7. Rights of Access Representatives ofthe Agency shall have the right of reasonable access to the Project Area for purposes ofinspection, with reasonable and prior written notice (but in no event less than 48 hours

ccess Representatives ofthe Agency shall have the right of reasonable access to the Project Area for purposes ofinspection, with reasonable and prior written notice (but in no event less than 48 hours prior), and without charges or fees, during normal business hours or as otherwise agreed to in writing by Participant, subject, however, to the rules, regulations, security protocols and other access limitations for safety and security purposes as required by Participant.

Page 12 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of I2 of50 3.3.E Responsibility of the Agency The Agency shall not have any obligation under this Agreement other than those specifically provided for herein. Except as expressly provided for in this Agreement, nothing herein shall be construed as requiring the Agency to pre-approvc or prejudge any matter, or as otherwise binding the Agency's discretion or judgment on any issue prior to an appropriate hearing (if required), review, or compliance with any other requirement.

3,3.9. Non-waiver of Governmental Immunity Nothing in this Agreement shall be construed as a waiver of any immunity, protection, or rights granted to the Agency under the Govemmental Immunity Act of Utah, Utah Code 63G-7-101, et seq.

4. EFFECT AND DURATION OF COVENAIITS; TERM OF AGREEMENT The covenants, including but not limited to conformance with federal, local, and state laws, established in this Agreement shall, without regard to technical classifioation and designation, be binding on the Parties and any successors-in-interest during the term ofthis Agreement, which shall terminate on the date that is 180 days after the final payment is made to Participant purcuant

n, be binding on the Parties and any successors-in-interest during the term ofthis Agreement, which shall terminate on the date that is 180 days after the final payment is made to Participant purcuant to this Agr€ement, unless earlier terminated by written agreement of the Parties or pursuant to the terms of Article 5 (the "Term'). All of the righr and benefis associated with this Agreement shall only inure to the benefit ofthe Participant and any Agency-approved transferee or assignee.

5. IIEF',AULTS,REMEDIES,AND TERMINATTON 5.1. Default If either the Agency or Participant fails to perform or delays performance of any material obligation of this Agreement and fails to cure as provided for in this Article 5, such conduct constitutes a default of this Agreement ("Defaulf'). The Party in dcfault must immediately commence to gure, correct, or remedy such failure or delay and shall complete such curg correction, or remedy within the periods provided in Section 5.3 hereof.

5.2. Notice If a Default under this Agreement occurs, the non-defaulting Party shall give written notice (a "Dofault Notice") of the Default to the defaulting Party, speciffing the nature of the Default.

Failure or delay in giving such notice shall not constitute a waiver of any Defaul! nor shall it change the time of Default, nor shall it operate as a waiver of any rights or remedies of the nondefaulting Party; but the non-defaulting Party shalt have no right to exercise any remedy hereunder without delivering the Default Notice as provided herein. Delays by either Party in asserting any of its rights and remedies shall not deprive the other Parly of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.

and remedies shall not deprive the other Parly of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.

Page 13 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of Ij of50 53. Cure Period The non-defaulting Party shall have no right to exercise a right or remedy hereunder unless the subject Default continues uncured for a period ofthirty (30) days after delivery ofthe Default Notice with respect thereto, or, where the default is of a nature which cannot be cured within such thirly (30) day period, the defaulting Parly fails to commence suah cure within thirty (30) days and to diligently proceed to complete the same. A Default which can be cured by the payment of money is understood and agreed to be among the types of defaults which can be cured within thirty (30) days. If the Default is not cured, or commenced to be cured if such default is of a nature which cannot be cured within thirty (30) days, by such Party within thidy (30) days of delivery of the DefaultNotice, such failure to cure shall be an Event of Dcfault ("Event of Defeulf'), and the non-defaulting Party may pursue such other rights and remedies as it may have, except, however, if Participant fails to commence or continue Operations as required by Sections 2.13 and 2.14, above, then in such case Agency shall be entitled to, as its sole remedy, immediately terminate this Agreement (for clarity, Agency may not cornmence an action against Participant for specific performance to commence or continue Operations). Further, in the event of a Default by Participant, past all applicable cure periods, Agency's sole remedy shall be to terminate this

ipant for specific performance to commence or continue Operations). Further, in the event of a Default by Participant, past all applicable cure periods, Agency's sole remedy shall be to terminate this Agreement upon payment of any amounts that may be due from Participant to the Agency under this Agreement.

5.3.1. Rights and Remedies Upon the occunence of an Event of Default, the non-defaulting Party shall have all remedies provided for in this Agreement and shall have the right to obtain specific performance, unless otherwise limited by the express remedies set forth in this Agreement. Such remedies are cumulative, and the exercise of one or more of such rights or remedies shall not preclude the exercise, at the same or different times, of any other rights or remedies for the same Default or any other Default by the defaulting Party.

Notwithsanding to foregoing, the Agency shall not have to right to compel, through a remedy of specifio performancc or olherwise, the Participant to make any investment within the Project Area or to Operate the Project as contemplated by this Agreement.

5.3,2, Legal Actions 5-3.2.1. Venue All legal actions between the Parties, arising under tlris Agreement, shall be conducted exclusively in the Third District Court for the State of Utah located in Tooele County, Utah, unless they involve a case with federal jurisdiction, in which case they shall be conducted exclusively in the Federal District Court forthe District of Utah.

5.3.2.2. Service of Process Service of prooess on the Agency shall be made by personal service upon the Chairman or Executive Director of the Agency or in such othermanner as may be provided by law. Sewice of Page 14 Exhibit E to

ervice of prooess on the Agency shall be made by personal service upon the Chairman or Executive Director of the Agency or in such othermanner as may be provided by law. Sewice of Page 14 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 14 of 50 process on Participant shall be by personal service upon its Registered Agent, or in such other manner ari may bo provided by law, whether made within or without the State of Utah.

5.3.2.3. ApplicableLaw The laws of the State of Utah shall govern the interpretation and enforcement of this Agreement.

6. GENERAL PROVISIONS 6.1. Authority Each Party hereby represents and waffants to the other that the following statements are true, complete, and not misleading as regards to the representing and warranting partyt (a) such Party has full authority to enter into this Agreement and to perform all of its obligations hereunder; (b) those executing this Agreement on behalf of each Party do so with the full authority of ttre Party €ach represents; (c) this Agreement constitutes a legal, valid, and binding obligation ofeach Party, enforceable in accordance with its terms.

6,2. Notices, Demands, and Communications between the Parties Formal notices, demands, and communications betwe€n the Agency and Participant shall be sufficiently given ifemailed and: (l) personally delivered; or (2) ifdispatched by registered or csrtified mail, postage prepaid, retum-roceipt roquested, to the principal offices of the Agency and Participant, as designated in Sections 1.9.1 and 1.9,2 hereof. Such written notices, demands, and communications may be sent in the $ame manner to such other addresses as either Party may from

ncy and Participant, as designated in Sections 1.9.1 and 1.9,2 hereof. Such written notices, demands, and communications may be sent in the $ame manner to such other addresses as either Party may from time to time designate by formal notice hereunder. Delivery of notice shall be complete upon mailing or making physical delivery of the writing containing the notice.

6.3. Severability In the event that any condition, covenant or other provision herein contained is held to be invalid or void by a court of competent jurisdiction, the same shall be deemed severable from the remainder ofthis Agreement and shall in no way affect any other covenant or condition herein contained unless such soverance shall have a material effect on the term$ of this Agreement. If such condition, covenant, or other provision shall be deemed invalid due to its scope, all other provisions shall be deemed valid to the extent of the scope or breadth permitted by law.

6.4, Nonliability of Ollicials and Employees No director, oflicer, agent, employee, reprcsentative, contractor, attomey, or consultant of the Parties hereto shall be personally liable to any other Party hereto, or any successor-in-interest thereof in the event of any Default or breach by a Party hereto or for any amount which may become due to a ParB hereto or to its successor, or on any obligations under ths terms ofthis Agreement.

Page 15 Exhibil E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I 5 of 50 6.5. Enforced Delay; Extension of Time and Performance In addition to the specific provisions of this Agreement, perfomance by either Party hereunder shall not be deemed to be in default where a force majeure event has occurred and delays or

d Performance In addition to the specific provisions of this Agreement, perfomance by either Party hereunder shall not be deemed to be in default where a force majeure event has occurred and delays or dcfaults are due to war, insurrection, strik€so lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of a public enemy, terrorist activity, pandemics, quarantine restrictions, freight embargoes, lack of transportation, unusually severe weather, or any other causes beyond the reasonable control or without the fault of the Party claiming an exte nsion of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Parly claiming such extension is sent, whether on the part of the Agency's Executive Director or its goveming board or on the part of Participant, to the other Parly within thirty (30) days of actual knowledge of the commencement of the cause. Time of performance under this Agreement may also bc extended in writing by the Agency and Participant by mutual agr€ement.

6.6, Approvals Whenever the consent or approval is required ofany Party hereunder, excspt as otherwise herein specifically provided, such consent or approval shall not be unreasonably withheld or delayed.

6,7. Time of the Essence Time shall be of the essence in the performance of this Agreement.

6.E. Attorney Fees In the event ofany litigation arising from or related to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing party all reasonable costs and attorney fees related to such litigation.

6.9. lnterpretation The Parties hereto agree that they intend by this Agreement to qeate only the contractual

he non-prevailing party all reasonable costs and attorney fees related to such litigation.

6.9. lnterpretation The Parties hereto agree that they intend by this Agreement to qeate only the contractual relationship established herein, and that no provision hereoi or act ofeither Party hereunder, shall be construed as creating the relationship ofprincipal and agent" or a partnership, or ajoint venture, or an enterprise between the Parties hereto.

6.10. No Third-Party Beneficiaries It is understood and agreed that this Agreement shall not create for either Party any independent duties, liabilities, agreements, or rights to or with any third party, nor does this Agreement contemplate or intend that any benefits hereunder accrue to any third parly.

5.11. Mediation In the event a dispute arises between the parties with respect to the terms of this Agreement or the performance ofany contractual obligation by one or both ofthe Parties, the Parties agre€ to $ubmit Page 16 Exhibit E to Agreement to Amend, Restate qnd Terminate Master Development Agreementfor Lakeview Business Park Page of I6 of50 the matter to formal and confidential non-binding mediation before any judicial action may be initiated, unless an immediate court order is n€edad or a statute of limitations period will run before mediation can be reasonably completed. A mediator will be selected by mutual agreement of the Parties. The parties must mediate in good faith to resolve the dispute in a timely manner. Each Party will be responsible for its own cost$ and one-half of the cost of the mediator. The place of mediation shall be Grantsville, Utah.

6.12. Ileadings Article and Scction titles, headings or captions are inserted only as a matter ofconvenience and

ne-half of the cost of the mediator. The place of mediation shall be Grantsville, Utah.

6.12. Ileadings Article and Scction titles, headings or captions are inserted only as a matter ofconvenience and for reference and in no way define, limit, extend, or describe the scope of this Agreement or the intent ofany provision hereof.

6.13. Contra Proferentum This is an arm's-length Agreement The Parties have read this Agreement and have executed it voluntarily after having been apprised ofall relevant information and the risks involved and having had the oppornrnity to obtain legal counsel oftheir choice. Consequently, no provision ofthis Agreement shall be strictly construed against either Party.

6.f 4. Further A.$sursnces The Parties shall cooperate, take such additional actions, sign such additional documentation, and provide such additional informa.tion as reasonably n€cessary to accomplish the objectives set forth in this Agreement.

6.15. Incorporation of Recitals and Exhibits All recitals and exhibits attached hereto are incorporated into this Agreement as if fully set forth herein.

6.f6 Goverumental Records and Management Act The Agency acknowledges that Participant considers all of the infonnation provided to the Agency in connection with this Agreement is protected under the Utah Governmental Records Access and Management Act, $ 63-2-l0t e/ seq, ('GRAMA") under a claim of "business confidentiality" so long as Participant complies with the applicable requirements in making a claim of business confidentiality under $ 63C-2-309(lXaXiXA) & (B).

7. DUPLICATION, INTEGRATION, WAIVERS, ANI} AMENDMENTS 7.1. Duplicate Originals This Agreement may be executed in duplicate originals, each ofwhioh shall be deemed an original.

3C-2-309(lXaXiXA) & (B).

7. DUPLICATION, INTEGRATION, WAIVERS, ANI} AMENDMENTS 7.1. Duplicate Originals This Agreement may be executed in duplicate originals, each ofwhioh shall be deemed an original.

Electronic pdfsignatures shall be considered original signatures and scans oforiginal documents shall be treated as original documents.

Page 17 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park PageoflT of50 7.2. Integration This Agreement (including its exhibits) constitutes the entire understanding and agreement of the Parties regarding the subject matter thereof. When executed by the Parties, this Agreement integrates all ofthe terms and conditions mentioned herein or incidentnl hereto, and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter ther€of.

73. Waivers and Amendments All waivers of the provisions of this Agreement must be in writing. This Agreement and any provisions hereof may be amended only by mutual written agreement between Participant and the Agency.

fRemainder of page intentionally lefi blank; signature pages tofollowJ Page 18 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of l8 of 50 GRANTSVILLE CITY REDEVELOPMENT AGENCY Attest: By ebb, STATE OF UTAH COUNTY OF TOOELEss.

In the counry ork*fttute of Utah, on this 13 aay or lAt, / , 202A, berore me, the undersigned notary, personally appeared B-ent M;rshaii5il;fr;ir of the governGg board of the Grantsville City Redevelopment Agency, who is personally known to me or who proved to me his identity through documentary evidence to be the person who signed the preceding

f the governGg board of the Grantsville City Redevelopment Agency, who is personally known to me or who proved to me his identity through documentary evidence to be the person who signed the preceding document in my presence and who swore or affirmed to me that his signature is voluntary and on behalf of the Grantsville City Redevelopment Agency by authority of its Board of Directors.

s and seal Page 19 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of l9 of50.A. JESSE O WmiON W'sfi#*:#Ftrfl RG IV, LLC By: STATE OF COUNTY OF) personally who proved to me on the basis of evidence to beperson whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by hisiher signature on the instrument the person, or the entity upon behalf of which the person acted. executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Utah that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

li6iarysignature WEBB 8s5408i)^l,,nb; lc'n[L gnd seal L:-,l 11...61 -v ": 1,llft Page 20 Exhibit E to Agreement to Amend, Restate and Terminate Mqster Development Agreementfor Lakeview Business Park Page of20 of50 ExhibitA to Particioation Agreement G r antsv i I le C ily I nlerlocal Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of2l of50 INTERLOCAL AGREEMENT by snd berween the GRANTSVILLE CITY REDEVELOPMENT AGENcy and GRANTSVILLE CITy forthe LAKEVIEW BUSINESS PARK COMMUNITY REINVESTMENT PROJECT AREA THIS INTERLOCAL AGREEMENT is entered into as of this llft day of March, 2020,by

TSVILLE CITY REDEVELOPMENT AGENcy and GRANTSVILLE CITy forthe LAKEVIEW BUSINESS PARK COMMUNITY REINVESTMENT PROJECT AREA THIS INTERLOCAL AGREEMENT is entered into as of this llft day of March, 2020,by and between the GRANTSVILLE CITY REDEVDLOPMENT AGENCy, a politicat subaivision of the State of Utah (the "Agoncy'), and GRANTSVILLE CITy, a political subdivision of the Stateof Utah (the "Taxing Entify'). The Agency and the Taxing Entity may be refened to i"ai*a""fiv ", a "Party" and collectively as the ,.parties".

A. WHEREAS the Agency was created pursuant to the provisions of Utahredevelopment law, and continues to operate under the Limited Purpose Local dovernment Entities -Community Reinvestrnent Agency Ac! Title 17C of the Utah Coie (the,,Act,'), and is authorized thereunder to conduct project area development activities within its boundaries, as contemplated bythe Act; and B. WHEREAS the Agency created the Lakeview Business Park CommunityReinveshnent Project Area(the "Project Area') and adopted a projeot area plan for tne fro;eci41gl (the "Proiect Area Plan") on April 15,2020, which is incbrporaiedierein ly tlis reference and whichincludes-the lesal descriltiol g$ gaq of the hoject Area,pursuant to which the Agency a"sii"r ioprovide for redevelopment within the project Area; and C. WHEREAS the Taring Entity and the Agency have detemrined that it is in the best lnteysls of$9 Taxing Entity to provide certain financial assistance through the use of Tax Increment (as defined below) and other funds in connection with the development ofihe Project Area as set forthin the Project Area Plan; and D. WHEREAS the Agency anticipates providing funds equal to a portion of the taxincrement (as defined in utah code Annotated (,;ucA')-$ lzc-ljl02(60) inereinater ..rax

orthin the Project Area Plan; and D. WHEREAS the Agency anticipates providing funds equal to a portion of the taxincrement (as defined in utah code Annotated (,;ucA')-$ lzc-ljl02(60) inereinater ..rax t-n9r9m9n!))1 created by development within the Project Area, to assist in projicir.* aru.top."ntwithin the Project Area as provided in the project Area-plan; and E. WHEREAS the Act authorizes the Taxing Entity to consent to the payment to t1eAgency of amounts equal to all or a portion of the Tax Incriment generated from the project Area for the purposes set forth therein; and F. WHERE,A.S in order to facilitats development of the Projec! the Taxing Entitydesires to pay to the Agency an amount equal to a portion of the Tax Increme; generated by thi erolfiArea nttributable to the Try"g Entity's tax levy on taxable property wittrir tne project arru i"accordanc,e with the tenns of this Agreemen! and G' WImREAS UCA $ 11-13'215 firther authorizes the Taxing Entity to share its taxand other revenues with the Agency; and Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 22 of 50 H. WIIEREAS the provisions of applicable Utah State law shall govern this Agreement, NOW, TIIEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufflrciency ofwhich are hereby acknowledged, the Parties hereby agree as follows; l. Tax Increment 8. Pursuant to the Act and Section I l-13-215 of the Cooperation Act, the Taxing Entity hereby agrees and consents that the Agency shall be paid an amount equat to ninety percent (90%;) ofttte

crement 8. Pursuant to the Act and Section I l-13-215 of the Cooperation Act, the Taxing Entity hereby agrees and consents that the Agency shall be paid an amount equat to ninety percent (90%;) ofttte Tacing Entity's portion of the Ta:< Increment generated within the Project Area (the 'Agency Share,) as described in this Agreement. The Agency Share shall be paid io the Agency as follows: i The Agency Share shall be paid to the Agency from any given parcel within the Prcject ,A.lea for a period of not more than twenty (20) years, which, for thJ safe of clarity, qeans that the Agency may not collect the Agency Share from any Phase (as defined bebwj for more than twenty years (the 'Collection period').

ii. The Agency may begin coltecting the Agency Share from all or a portion of the Pnrject Area for periods beginning on January 1,2022. Notwithstanding any provision in this Agreement to the confiary, the Agency may not be paid the Agency Share from any portion of the Project Area for any period beyond December3L,2047 (the'cutofrDrtd).

iii. The Agency may begin collecting the Agency Shale from the Project Area in one or more phases (eacb a "Phase'). The Agency may ele*l,al its sole discretioq to receive the Agency Share from the entire Project Area as a single Phase, or as multiple Phases, each of which shall satis$ the requirements listed below Each phase shall: 1. consist ofa portion ofthe Project Area ofat least one hundred (100) acres; 2- consist ofparcels that are contiguous to one another (excluding sheets, roads, utility or infinstuctwe easements and rights-of-way, public spaces, and similar featr:res); 3.

descriptions;be identifiable by individual parcel nrmbers and parcel legal 4. be identifiable, at the time the phase is identified, by an outside boundary

ay, public spaces, and similar featr:res); 3.

descriptions;be identifiable by individual parcel nrmbers and parcel legal 4. be identifiable, at the time the phase is identified, by an outside boundary that follows parcel boundaries as recorded in the offEce ofthe Tooele county Recordei; and 5. have an o'tside boundary that is rougbry identifiabre as a single geometric shape without sigrrificant peninsulas and without acute angles except as may be necessary to accommodate roads or similar features.

2 bchibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of23 of50 iv. The Collection Period for any given Phase may begin (or be 'qniggered") by the Agency upon notice to the Tooele County Treasurer, with a copy of such notice sent to the Taxing Enfity. The Collection Period shall begin on January I ofaparticular year and shall end on December 3l of the final year of a given Collection period.

v. The Agency Share shall be used for the purposes set forth in the Act and in the Project fuea Plan and shall be disbursed as specified herein, The calculation of annual Tax Increment and thereby the Agency Share, shall be made using (a) the Taxing Entity's tax levy rate during the year for which Tax Increment is to be paid and (b) the base year value for ptqposes of calculating Ta:< Increment shall be the combined assessed value of all proporty within the Project Area last equalizrd prior to the date of this Agreemen! wnicn taxaUte vaui is subject to adjustnent as required by law b- The Taxing Entity hereby authorizes and directs Tooele County officials andpersolnel to pay directly !o the Agency all amounts due to the Agency under this Agreement in accordance for the periods described herein,

tity hereby authorizes and directs Tooele County officials andpersolnel to pay directly !o the Agency all amounts due to the Agency under this Agreement in accordance for the periods described herein, c. The Agency Share shall be paid to the Agency no later ttran April I't of the year following the tax year for which the Agency Share is to be paid.

d. The Agency Share may be paid to the Agency from any firnding source available to the Taxing Entity 2. Authorized -Useq.of TtI Inc,fement and Aeencv Share. The Parties agree that the Agency may apply the funds collected hereunder to encourage the dwelopment of the Froject Area I {eemed appropriate by the Agencyand contemplated in the Project Aria Plaru including but no;limited to the cost and maintenance of public infrastructure and other improvements tocated wittrin or benefitting the Project Are4 incentives or reimbursements to developeri or participants within theprojeot are4 adminishative, overhead, legal, and other operating expenses of th" Rgen"y, ano *i other purposes deemed appropriate by the Agencn all as iuthorized by the Act.

3. Expansio4 -of Prqiect Area. The Parties acknowledge that the Project Arrea as geated by the adoption ofthe Project fuea PIan, as of the date of this Agreement consiits of the areaidentified in Exhibil A to this Agreement. The Agency contemplates ariendment ofrhe projecterea Plan to include the areas identified in Exhibit B (the ' Additional Area'). As of the daie of thisAgreement the Additional Area has not been annexed into Grantsville, Utah (tlre 'CiQf); however,

terea Plan to include the areas identified in Exhibit B (the ' Additional Area'). As of the daie of thisAgreement the Additional Area has not been annexed into Grantsville, Utah (tlre 'CiQf); however, the owner ofthe Additional Property has expressed a general intention to request annexation oftheAdditional Property into the City. If and when the eaaitionat Property is annexed into GrantsvilleCity and made a part of 1ne frgject Area through an amendment to the Project Area plan, thisAgreement shall apply to the Additional Area as though the Additional Area had been a part of ttreProject Area as of the date of this Agreement, Beyond annexation into the City and inclusion in theProject Area' no action of the ABencV ol th9 Taxing Entity shall be required to cause this Agreement to apply to the Additional Area as described in the preceding sentenca . _4., Consent to Proiect Arge Budeet The Taxing Entity hereby consents to the project Area Budget as adopled and approved by the Agency on April 15,2020, J Dchibit E to Agreement to Amend, Restqte qnd Terminate Mqster Development Agreementfor Lakeview Business Pqrk Page of 24 of 50 5. No Third-Partv Beneficiarv. Nothing in this Agreement shall creale or be read or interpreted to create any rights in or obligations in favor of any person or entity not a party to this Agreement. Except for the parties to this Agreem€nt, no person or entity is an intended third-party beneficiary under this Agreement.

6. Due Dilieence' Each of the Parties acknowledges for itself that it has performed its own review, investigatioq and due diligence regarding the relevant facts upon which this Agreement is based, including representafions of the Agency conceming the Project and the Project's benefits to

own review, investigatioq and due diligence regarding the relevant facts upon which this Agreement is based, including representafions of the Agency conceming the Project and the Project's benefits to the community and to the Parties, and each Party relies upon its own unde,rstanding of the relevant law and facts, information, and represeutations, after having completed its own due diligence and investigation.

7, Interlocal Cooneration Act In satisfaction ofthe requirements ofthe Coopemtion Act in connestion with this Agreemen! the Parties agr€e as follows: a. This Agreement shall be authorized and adopted by resolution of the legislative body of each Parly pwsuant to and in accordance with the provisions of Section I l13-202.5 of the Cooperation Act.

b. This Agreement shall be reviewed as to prop€r form and compliance with applicable law by a duly authorized attomey in behalf of each Party pursuant to and in accordance with the Section l1-13-202.5(3) of the Cooperation Act.

c. Once executed, a copy of this Agreement shall be fltled immediately with the keeper ofrecords ofeach Parfy pursuant to Section I l-13-209 ofthe Cooperation Act.

d. The Chair of the Agency is hereby designated the administrator for all pu{poses ofthe Cooperation Act.

described in Section ll'13-219 of the Cooperation Act and shall continue through the date on which all of the final payment as contemplated herein has been paid to the Agency.

f. Following the execution of this Agreement by all Parties, the Agency shall carute a notice regarding this Agreement to be published on behalf of all parties in accoidance with Section I l-13-219 of the Cooperation Act.

ution of this Agreement by all Parties, the Agency shall carute a notice regarding this Agreement to be published on behalf of all parties in accoidance with Section I l-13-219 of the Cooperation Act.

g. The term ofthis Agreement shall commence on the publication of the notice described in Section I l-13-219 ofthe Cooperation Act and shalt continue through the date that is lg0 days after the date on which all of the final payment as contemplated herein has been paid to the Agency.. Notwithstanding any provision in this Agreement to the contary, this Agreonent shall automatically terminate on December 31,2060.

E: Modificaton .an0 Amp4dment Any modification of or amendment to any provision contained herein shall be effestive only if the modification or amendment is in writing anA signeO Uy aU Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 25 of 504 Parties' Any oral representation or modification conceming this Agreement shall be of no force or effect.

9. Further Assurance. Each ofthe Parties hereto agrees to cooperate in good faith with the others, to execute and deliver such fiuther documents, to adopt any resolutions, to take any other official action, and to perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions contemplated underthis Agreement. Further, in the event ofany question regarding the calculation or payment ofamounts coniemplated hereunder, the Parties shall cooperate in good faith to resolve such issue.

10. Entire Aereement This Agreement constitutes the entire agreement between tle

lculation or payment ofamounts coniemplated hereunder, the Parties shall cooperate in good faith to resolve such issue.

10. Entire Aereement This Agreement constitutes the entire agreement between tle Parties hereto pertaining to the subject matter hereofand the final, complete, and exclusive expressionof the temrs and conditions thereof. All prior agreements, representations, negotiations, and understandings, whether oral or wriften and whether express or implied, of the Parties hereto are hereby superseded and merged herein.

11. governins Law. This Agreement shall be govemed by, and construed and interpreted in accordance with, the laws of the State of Utah.

12. Disuuteg. In the event a dispute arises between the Parties with respect to the termsof ltis Agreement or the perfonnance of any contractual obligation by one or both olthe parties, the Parties agree to submit the matter to formal and confidential non-binding mediation before any judlcial action may be initiated, unless an immediate court order is needed or a statute of limitations periodwill run before mediation can be reasonably completed. A mediator will be selected by lnutual agreement of the parties. The parties must mediate in good faith to resolve the dispute ina timely manner' Each parry will be responsible for its own costs and one-half ofthe cost of thi mediator. The 13. Internretation. The terrns "include," "itrcludes," "including" when used herein shall be deemed in each case to be followed by the words ,,without limitation.,'

13. Internretation. The terrns "include," "itrcludes," "including" when used herein shall be deemed in each case to be followed by the words ,,without limitation.,' L4. Severabilitv. If any provision ofthis Agreement shall be held invalid or unenforceableby-|nr court of competent jurisdiction or as a result of future legislative actiorl and if the rights orobligations of any Party hereto under this Agreement will not be materially and adversely ulf..t a thereby, a. such holding or action shall be shictly construed; b. suohprovision shall be fully severabte; c. this Agreement shall be constued and enforced as ifsuch provision had never comprised a part hereof; d. the remaining provisions ofthis Agreement shall remain in full force and effect and shall not be affected by the invalid or unenforceable provision or by its severance from this Agreement; and 5 Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of26 of50 e. in lieu ofsuch illegal, invalid, or unenforceable provision, the Parties hereto shall use commercially reasonable efforts to negotiate in good faith a substitute, legal, valid, and enforceable provision that most nearly effects the Parties' intent in entering into this Agreement.

15. Assisnmegl[ No Party may assign any rights, duties, or obligations under this Agreement without the prior written consent of all Parties hereto, 16. Authorization. Each ofthe Parties hereto represents and warrants to the others that the wananting Party has taken all steps, including the publication of public notice where necessary, in orderto authorize the execution, delivery, and performance of this Agreement by each such party.

the wananting Party has taken all steps, including the publication of public notice where necessary, in orderto authorize the execution, delivery, and performance of this Agreement by each such party.

17. TimeoftheEssgnce. TimeshallbeoftheessenceintheperformanceofthisAgreement.

- 18. Incorooratio,n ofRecigals. The recitals set forth above are hereby incorporated by reference as part of this Agreement.

- 19. Incorooration of Exhibits. The exhibits to this Agreement are hereby incorporated by reference as part of this Agreement.

20, Counteroarts flnd.Sienaturee. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together, shall constitute one and the same agreement This Agreement may be executed by electonic signature, which shall be considered as an original signalure for all purposes and shall have the sa.nrelorce and effect as an original signatwe. Without limitation, "electronic signature" shall include faxed versions of an original signature or electronically scanned and tansmitted versions (e.g., via pdf) ofan original signature.

ENTERED into as of tle day and year first above written.

[Remainder ofpage intentionally brt bhnk; signature pages tafoltowJ Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 27 of 506 GRANTSVILLE CITY tev,l V-, Title:Wg".

Attest: By: Title:Ao{// U'risfine Wbbka"Jer Attomey Review for the Taxing Entity: The undersigned, as attomey for Grantsville City has reviewed the foregoing Interlocal Agreement and finds it to be in proper form and in compliance with applicable state law. Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 29 of 508

s it to be in proper form and in compliance with applicable state law. Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 29 of 508 Exhibit A Praject Area Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page ofj0 of50 Erhibit B Adtlitional Area Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 3 I of 50 Exhibit B to Participation Agreement Tooe I e C ounty Int er I o cal Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of32 of50 Exhibit C to Particioation A greement School District Inlerlocal Exhibil E to Agreement to Amend, Restqte and Terminate Master Development Agreement for Lakeview Business Park Page of33 of50 INTERLOCAL AGREEMENT by and between the GRANTSVILLE crrY REDEVELOPMENT AGENcy and the TooELE couNTy SCHOOL DISTRICT for the LAKEVIEW BUSTNESS PA.RK COMMUNTTY REINVESTMENT PROJECT AREA THrs INTERLoCAL AGREEMENT is entered into as of this lzth day ofApril,202a, by and between the GRANTSVILLE cITy RETIBVELOPMENT AGENiy, apolitical subdivision of the state of Utah (the ,.Ageney'), and the TooELE couNTy scHool,DlsrRrcr, a political subdivision of the state of utah (the ,.Taxing Entity'). The Agencyand the Taxing Entity may be referrcd to individually as a .?a4r/ and ioilectivefy i tfre "Parties".

A. WIIEREAS the Agency was created pursuant to the provisions of Utah redevelopment law, and continues to operate under the Limited Purpose Local dovemment Entities -Community Reinvestment Agency Act, Title l7C of the Utah Code (the .'Acf), and is authorized

ons of Utah redevelopment law, and continues to operate under the Limited Purpose Local dovemment Entities -Community Reinvestment Agency Act, Title l7C of the Utah Code (the .'Acf), and is authorized thereunder to conduct project area development activities within its boundaries, as oontemplated by the Act; and B. WHEREAS the Agency creatcd the Lakeview Business Park Community Reinvestrnent Project Arca(the "Project Area') and adopted a project arca plan for the proiect erea (the "Pryiect Area Plan') on April 15, 2020, which is incorporated herein bythis reference and which includesthe legal descriPtiol and map ofthe Project Area, pursuant to which the Agency desires toprovide for redevelopment within the project Area; and C. WffiREAS the Taxing Entity and the Agency have determined that it is in the best interysts of the Taxing Entity to provide certain financial assistance through the use of Tax Increment (as defined below) and other funds in conneotion with the development of the Project Area as set forth in the Project Area Plan; and D. WHEREAS fie Agency anticipates providing funds equal to a portion of the taxincrement (as defined in utah code Annotated (;ucA')-$ 17c-l-102(60) (hereinafter .,Tex Incremcnf')), created by development within the Project Area, to assist in proiict area development within the Project Area as provided in the project Area plan; and E. WIIEREAS thc Act authorizes the Taxing Entity to consent to the payment to theAgency ofamounts equal to all or a portion ofthe Tax Increment generated from the project Area iorthe puqposes set forth therein; and F. WIIEREAS in order to facilitate development of the Project, the Taxing Entity

ts equal to all or a portion ofthe Tax Increment generated from the project Area iorthe puqposes set forth therein; and F. WIIEREAS in order to facilitate development of the Project, the Taxing Entity desires to pay to the Agency an arnount equal to a portion oithe Tax Incremeni generated Uy OI no.;e"tArea atributablc to the Taxing Entity's tax lcvy on taxabte prop€ffy within ttre project Arei inaccordance with the tcrms of this Agreement; and Exhibil E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 34 of 50 G. WIIERtrAS UCA $ I l-13-215 fufther authorizes the Taxing Entity to share its tax and other revenues with the Agency; and H. WHEREAS the provisions of applicable Utah State law shall govem this Agreement, including the Act and the Interlocal Cooperation Ac! Title I I Chapter 13 of the UCA, as amJnded (the "Cooperation Act").

NO% TIDREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideraXion, the receipt and sufficiency ofwhich are hereby aoknowledged, the Parties hcreby agreo as follows: 1. Tax Increment.

a- Pursuant to the Act and Scction 1l-13-215 ofthe Cooperation Act, the Taxing Entity hereby agrees and consents that the Agenoy shall be paid an amount equil to eighty percent (tO"Z"; of*re Taxing Entity's portion of the Tax Increment generated within the froject nrealttre ;.Agency Share) as described in this Agreement. The Agency share shall be paid to the Agency as i'ollo*rt i. The Aqency Share shall be paid to tlre Agcncy from any given parcel within the Project Area for a period of not more than twenty (20j yean, whictr" for ttre sate of clarity, means that the Agency may not collect the Agency Share from any Phase (as defined bebwj

parcel within the Project Area for a period of not more than twenty (20j yean, whictr" for ttre sate of clarity, means that the Agency may not collect the Agency Share from any Phase (as defined bebwj for more than twenty years (the ,,Collection period,).

ii. The Agency may begin colleoting the Agurcy Share from all or a portion of the Project Area for periods beginning on January 1,2022. Notwithstanding any provision in this Agreement to the conhary, the Agency may not be paid the Agency share fro; any portion offtc Project Area for any period beyond December it,zosz(the 'iutoffIrate").

iit The Agency may begin collecting the Agency Shars ILom the Project Area in one or morc phases (each, a "Phase"). The Agency may elect, at its sole discretion, to receive the Agency Share from the entire Project Area as a singie Phase, or as multiple Phases, each of which shall satisfr the requircments listed betow. Each phase shalll l. consist ofa portion ofthe Project Area ofat least on€ hundred (100) ,rcres; 2- consist ofparcels that are contiguour to one another (excluding steets, roads, utility or infrastructure easemsnts and rightsof-way, public spaces, ani similar features); 3.

dcscriptions;be idcntifiable by individuat parcel numbers and parcel legal 4. be identifiable, at the time the phase is identified, by an outside boundary that follows parcel boundaries as recorded in the offrce ofthe Tooele county Recordei; and 2 Exhibit E to Agreement to Amend, Restqte and Terminate Master Development Agreementfor Lakeview Business Park Page of35 of50 5. have an outside boundary that is roughty identifiable as a single geometric shape without significant peninsulas and without acute angles except as may be necessary to accommodate roads or similar features.

n outside boundary that is roughty identifiable as a single geometric shape without significant peninsulas and without acute angles except as may be necessary to accommodate roads or similar features.

iv. The collection Period for any given phase may begin (or be "triggered') by the Agency upon notice to the Tooele County Treasurer, with a copy of such notice sent t; the Taxing Entity. The Collection Period shall begin on Januery I of a particular year and shall end on De cember 3 I of the final year of a given Collection period.

v. The Agency Share shall be used for the purposes set forth in the Act and in the Project Area PIan and shall be disbursed as specified herein. The calculation of annual Tax Increment, and thereby the Agency Share, shall be made using (a) the Taxing Entity's ax levy rate during the year for which Tax Increment is to be paid and (b) the base year value foi purposos of calculating Tax Increment shall be the combined assessed value of all property within the Project Area last equalized prior to the date of this Agreement, which taxaUte value is subject to adjustrnent as required by law.

b: The Taxing Entity hereby authorizes and directs Tooele County officials andpersonnel to pay directly to the Agenoy all amounts due to the Agency under this Agrcement in accordance for the poriods described hcrein.

The Agency. sharc shall bc paid to the Agency no rater than Aprir l$ of the year following the tax year for which tlre Agency Share is to be jaid.

The Agency share may be paid to the Agency from any funding source avaitable to thed.

Taxing Entity 2. AFthprized.Uses of Tar Increment and Aeencv Share. The Parties agree thal the Aggncy may apply the funds collected hereunder to encourage the development of the Froject fuea

to thed.

Taxing Entity 2. AFthprized.Uses of Tar Increment and Aeencv Share. The Parties agree thal the Aggncy may apply the funds collected hereunder to encourage the development of the Froject fuea as deemed appropriate by the Agency and contemplate.d in ths Project Area Plan for the u-ses as setforth in Exhibit C. If the Agency is unable to utilize the full amount of the Agency Share for the uses as allowed by this Agreement, then the Agency shall, prior to the termination date of this Agreement retum to the Taxing Entity that portion of that Agincy Share that the Agency is unable to utilize.

l. Expansion pf Prqiect ArS The Parties acknowledge that the Project Area, as :fateq bl the adoption ofthe Project Area PIan, as ofthe date ofthis Agreement consists ofthe area identified in Erhibit A to this Agreement. The Agency contemplates ariendment ofthe project Area Plan to include some or all of the areas identified in Exhibit B 1th" ,,Additional Area'). is of the date of this Agreement, the Additional Area has not been annexed into Gnantsville, Utah (the "City.1;however, the owner of the Additional Area has expressed a general intention to request annuxaiiol of the Additional Property into the City. If and wlien any portion of the Additional Area is annexed into Crantsville City and made,a part of the Project Arei through an arnendment to the project AreaPlan' this Agreement shall apply to that portion of the Additiorial Area as though that portion of theAdditional Area had been a part of the Project Area as of the date of this igrecmint. Beyond annexation into the City and inclusion in the Project Area, no action of the Agincy or the Taxing J Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 36 of 50

nd inclusion in the Project Area, no action of the Agincy or the Taxing J Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 36 of 50 Entity shall be required to cause this Agreement to apply to the Additional Area as described in the preceding sentence.

4. Consent to, Proiect Area Budget The Taxing Entity horeby consents to the Project Area Budget as adopted and approved by the Agency on Apil 15,2020.

5. Renortins lov the Asencv. Within fourteen days of a written request from the Taxing Entity, the Agency will report to the Taxing Entity as to the status of development and other activitiei within the Project Area in the manner requested by the Taxing Entity.

6. No Third-Partv Beneliciarv. Nothing in this Agreement shall oreate or be read or interpreted to create any rights in or obligations in favor of any person or entity not a party to this Agreement. Exoept for the parties to this Agreement, no person or entity is an intended third-party beneficiary under tlis Agreement.

7. Due Dilisence. Each of the Parties acknowledges for itself that it has performed its own review, investigation, and due diligence regarding the relevant facts upon which this Agreement is based, including reptesentations ofthe Agency concerning the Project and the Project's benefits to the community and to the Parties, and each Party relies upon its own understanding of the rclevant law and facts, informatio4 and representations, after having completed its own due diligence and investigation.

8. Interlocal Cooperation Act. In satisfaction of the requirements of the Cooperation Act in connection with this Agreement, the Parties agree as follows: a. This Ageement shall be authorized and adopted by resolution of the

n Act. In satisfaction of the requirements of the Cooperation Act in connection with this Agreement, the Parties agree as follows: a. This Ageement shall be authorized and adopted by resolution of the legislative body ofeach Party pursuant to and in accordance with the provisions ofSection I l13-202.5 of the Cooperation Acl b. This Agreement shall be reviewed as to prop€r form and compliance with applicable law by a duly authorized attomey in behalf of each Party pursuant to and in accordance with the Section l 1-13-202.5(3) ofthe Cooperation Act.

c. Once executed, a copy of this Agreement shall be filed immediately with the keeper ofrecords ofeach Party pursuart to Section I l-13-209 ofthe Cooperation Act.

d. The Chair of the Agency is hereby designated the administrator for all purposes of the Cooperation Act.

e. The tetm of this Agreement shall comrrcnce on thc publication of the notice described in Section I I -13-219 of the Cooperation Act and shall coniinue through the date on which all of the final payment as contemplated herein has been paid to the Agency.

f. Following the execution of this Agreement by all Parties, the Agency shall cause a notice regarding this Agreementto be published on behalfofall parties in accordance with Section ll-13-219 of the Cooperation Acl Exhibil E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 37 of 504 C. The term of this Agreement shall cornmence on the publication of the notice described in Section I l-13-219 ofthe Cooperation Act and shall continue through tlre date th* is 180 days after the date on which all of the final payment as cont€mplatsd herein has been paid to the Agency. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall

* is 180 days after the date on which all of the final payment as cont€mplatsd herein has been paid to the Agency. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall automatically terminate on December 3l , 2060.

9. Modilication and Arnendment. Any modification of or amendment to any provision contained herein shall be effective only ifthe modification or amendment is in writing and signed by all Parties. Any oral representation or modification conceming this Agreement shall be of no force or effect.

10. Furthe,r Assu.fance. Each ofthe Parties hereto agrees to cooperate in good faith with the others, to execute and deliver such further documents, to adopt any resolutions, to take any other official action, and to perform such other acts as may be reasonably necessary or appropriate to consummate and carry into effect the transactions contemplated under this Agreement. Further, in the event ofany question regarding the calculation or payment of amounts contemplated hcreunder, the Parties shall cooperate in good faith to resolve such issue.

11. Entire A$reement This Agreement constitutes the entire agr€emcnt between the Parties hereto pertaining to the subject matter hereofand the final, completc, and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations, and understandings, whether oral or written and whether express or implied, of the Parties hereto are hereby superseded and merged herein.

t2. Governine lraw-. ThisAgreement shallbe governed by, andconstruedand interpreted in accordance with, the laws of the State of Utah.

13. Disnutes. In the event a dispute arises between the Parties with respect to the terms

sAgreement shallbe governed by, andconstruedand interpreted in accordance with, the laws of the State of Utah.

13. Disnutes. In the event a dispute arises between the Parties with respect to the terms of this Agreement or the performance of any contractual obligation by onc or both of the Parties, the Parties agree to submit the matter to formal and confidenfial non-binding mediation before any judiciat action may be initiated, unless an immediate couft order is needed or a statute of limitations pcriod will run before mediation can be reasonably completed. A mediator will be selected by mutual agreement of the parties. The parties must mediate in good faith to resolve the dispute in a timely manner. Erch party will be responsible for its own costs and one-half of the cost ofthe mediator. The place of mediation shall be Grantsville, Utah.

t4, Internretation. The terms "include," "includes," "including" when used herein shall be decmed in each case to bc followed by the words "without limitation."

15. Severa.bilitv. If any provision of this Agreement shall be held invalid or unenforceable by eny court of competent jurisdiction or as a result of fuhrre legislative action, and if the rights or obligations of any Party hereto undct this Agreement will not be materially and adversely affected thereby, e- such holding or action shhll be strictly construed; Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of38 of505 b. such provision shall be fully severable; c. this Agreement shall be construed and enforced as ifsuch provision had never comprised a part hereof; d. the remaining provisions of this Agreement shall rcmain in full force and effect

severable; c. this Agreement shall be construed and enforced as ifsuch provision had never comprised a part hereof; d. the remaining provisions of this Agreement shall rcmain in full force and effect and shall not be afleoted by the invalid or unenforceable provision or by its severance from this Agteement; and e. in lieu ofsuch illegal, invalid, or unenforceable provision, the Parties hereto shall use commeroially reasonable efforts to negotiate in good faith a substitute, legal, valid, and enforceable provision that most nearly effects the Parties' intent in enlering into this Agreement.

16, AssipnmeFJ, No Party may assign any rights, duties, or obligations under this Agrecment without the prior written consent of all Pa*ies hercto.

17. Aruthorization. Each ofthe Parties hereto represents and warrants to the others that the warranting?arly has taken all steps, including the publication of public notice where necessaqr, in order to authorize the execution, delivcry, and performance of this Agreement by each zuch Party.

18. Time of the Esse4gg. Time shall be ofthe essence in the performance ofthis Agreemcnt.

19. Incorporetion ofRecitsls. The recitals set fortlr above are hereby incorporated by reference as part of this Agreement.

- 20. Incorooration of Exhibits. The exhibits to this Agrecmcnt are hereby incorporated by reference as part ofthis Agreernent.

. ?l: Qotl4ter,parts snd Sienatgres. This Agreement may be exccuted in counterparts, each ofwhioh shall be deemed to be an original, but all ofwhich, taken together, shall constitute one and the same agreemcnt, This Agreement may be executed by electonic signature, which shall be considcred as an original signature for all purposes and shall have the same force and effect as an

te one and the same agreemcnt, This Agreement may be executed by electonic signature, which shall be considcred as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, "electronic signature" shall include faxsd vorsions of an original signature or elecfonically scanned and transmitled versions (e.g., via pdf) of an original signaturc.

ENTERED into as of the day and year first above written.

[Remainder of page intentionally left blank; signature pages tofollowJ Exhibit E to Agreement to Amend, Restqte and Terminate Mqster Development Agreement for Lqkeview Business Park Page of 39 of 506 CRANTSVILLS CITY REDEVDLOPMDNTAGENCY lr?n Title: Cha-ir a^nv,r ATTEST: M^f, /rt' Name: ehristirz- ll'J.ebb Title: Attornev Review forthe Acencv: The undersigned, as counsel for the Grantsville City Redevelopment Agency, has reviewed theSecra{o11 :)^( be in proper form and in compliance with applicable S.

fsignatures continue on next pageJ Exhibil E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lahet)iew Business Park Page of40 of 50foregoing state law.lnterlocal and 7 TOOELE COUTTITY SCHOOL DISTRICT By: Name: Maresa Title: President, of Education TCSD Attesll By:ek f,rr*4t Name: Lal[ N. Reynolds Title: Business Administrator Attornev Review for the Taxing Entity: The undersigned, as attomey for the Tooele County School District has reviewed the foregoing lnterlocal Agreement and finds it to be in propor form and in compliance with applicable state law.

PdhrlZ L Tatrt4^ Name: Patrick L. Tanner Burbidge White Attorneys Exhibit E to Agreement to Amend, Restate and Terminate Moster Development Agreementfor Lakeview Business Park Pageof4l of508 Exhibit A Project Area -rri:.i,o'.Ii*'

L. Tanner Burbidge White Attorneys Exhibit E to Agreement to Amend, Restate and Terminate Moster Development Agreementfor Lakeview Business Park Pageof4l of508 Exhibit A Project Area -rri:.i,o'.Ii*' ,*1ft$,"c !sl ts; u Exhibit E to Agreement to Amend, Restate and Terminate Mqster Development Agreement for Lakeview Business Park Page of42 of50 Exhibit B Additional Area Exhibil E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk i@ L*, .t.

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iiti iE: Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of44 of 50 Exhibit C Authorized Uses ofAgency Share The Agency Share may be used by the Agency for the following, located within or outside the Project Area: l. Installation of or re imbursement for improvements of every type that are to be dedicated to the City and are needed to facilitate the development of the Sito as genually depicted in master plans prepared by Partioipant, from time to time; 2. Installation of or rcimbursement for improvements required as a condition of the approval of a development application for property within the Site (for purposes of this Exhibit

from time to time; 2. Installation of or rcimbursement for improvements required as a condition of the approval of a development application for property within the Site (for purposes of this Exhibit C, "development application" means a complete application to Grantsville City for development ofa portion ofthe Project including a Final Plat, Subdivision or any other permit (including, but not limited to, building permits), certificate or other authorization from the City required for development of the Project); 3. Installation of or reimbursement for improvements in the following categories that are installed or conskucted within the Site, or which are installcd outside of the Site and are necessary to enable the installation of the same type of improvemcnts within the Site:a. culinary water infrastructure b. sanitary sewer improvementsc. storm water improvements; d. utility infrastructure of every type including, without limitation, electric, gas, fiber, and other communications utilities; e. road infrasbucture, inoluding without limitation, bridges and underpasses;f. rail infrashucture; g. steet lighting and landscaping within public rights-of-way; h. voluntary dedications of land for excess capacity in system improvements or excess capacity in improvements aocommodating uses outside of the project Area.

Exhibil E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of45 of50 Exhibit D to Participation Aqreement Tooele Valley Mosquito Abotement District Interlocal Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 46 of 50 Exhibit E to Participation Agreernent Project Area Boundary Exhibit E to

Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 46 of 50 Exhibit E to Participation Agreernent Project Area Boundary Exhibit E to Agreement to Amend, Restqte and Terminate Master Development Agreement for Lakeview Business Park Page of47 of50 Exhibit F - to Participation Agree.ment _. . ,... .

Additional '4.rea Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of48 of50 Exhibit G to Participation Acreement Infrastructure Improvements means the following located within or outside the Project Area: r improvements of every type that are to be dedicated to the City and ar€ needed to facilitate the development of the Sito as generally depicted in master plans prepared by Participan! from time to time;r improvements required a$ a condition of the approval of a development application for property within the Site (for purposes of this Exhibit C, "development application" means a complete application to Grantsville City for development ofa portion ofthe Project including a Final Plat, Subdivision or any other permit (including, but not limited to, building permits), certificate or other authorization from the City required for development ofthe Project);r improvements in the following categories that are installed or constructed within the Site, or which are installed outside ofthe Site and are necessary !o enable the installation of the same type of improvements within the Site:o oulinary water infrastructureo sanitary sewer improvementso storrn water improvements;o utility infrastructure of every type including, without limitation, electric,

of improvements within the Site:o oulinary water infrastructureo sanitary sewer improvementso storrn water improvements;o utility infrastructure of every type including, without limitation, electric, gas, fiber, and other communications utilities;o road inftastructure, including without limitation, bridges and underpasses;o rail infrastructur€;o street lighting and landscaping within public rights-of-way;o voluntary dedications of land for excess capacity in system improvements or excess capacity in improvements accommodating uses outside of the Project Area.

Exhibil E to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of49 of 50 Exhibit II to PsrticiDation Acreement Form of Reque st for Ptryment Exhibit E to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 50 of 50 EXHIBIT F Interlocal Agreement INTERLOCAL AGREENIENT by and between the GRANTSVILLE CITY REDEVELOPMENT AGENCY antl TOOELE COUNTY for the LAKEVIEW BUSINESS PARK COMMUNITY REINVESTMENT PROJECT AREA THIS INTERLOCAL AGREEMENT ("Agreement"), is entered into as of this day of 20 , by and between the GRANTSVILLE CITY REDEVELOPMENT AGENCY, a political subdivision of the State of Utah (the "Agency'), and TOOELE COUNTY, a political subdivision ofthe State of Utah (the "County"). The Agency and the County may be referred to individually as a "Party" and collectively as the "Parties".

A. WHEREAS the Agency was created pursuant to the provisions of Lltah redevelopmeut law', and continues to operate under the Lirnited Purpose Local Govemment Elrtities Community Reinvestmeirt Agency Act, Title l7C of the Utah Code (the "Act"), and is atrthorized

f Lltah redevelopmeut law', and continues to operate under the Lirnited Purpose Local Govemment Elrtities Community Reinvestmeirt Agency Act, Title l7C of the Utah Code (the "Act"), and is atrthorized thereunder to conduct project area development activities within its boundaries. as contemplated by the Act; and B. IVHEREAS the Agency created the Lakeview Business Park Commrurity Reinvesttnetrt Project Area (the "Project Area") and adopted a project area plan for the Project .Area on April 15, 2A20 and amended it on Novemb er 4, 2020 (as amended, the "Project Area PIan"), which is incorporated herein by this reference and which includes the legal description and map ofthe Project Area, pursuant to which the Agency desires to provide for redevelopment within the Project Area; and C. WHEREAS the County and the Agency have detennined that it is in the best interests of the Cotrnty to provide certain financial assistance through the rne of Tax Increment (as defined below) and other ftrnds in connection with the development of the Proiect Area as set forth in the Project Area Plan; and D. 1VHEREAS the Agency anticipates providing funds equal to a portion of the tax incremerrt (as defined in utah code tuinotated ("ucA') $ l7c-l-102(61) (hereinafter "Tax Increment")), created by development within the Project Are4 to assist in project area development within the Ploject Area as provided in the Project Area Plan; and E. WHEREAS the Act authorizes flre Cotrnty to consent to the payment to the Agency of amounts equal to all or a portion of the Tax Increment generated from the Project Alea for the prlrposes set forth therein; and F. WHEREAS in order to facilitate development of the Project, the County desires to

al to all or a portion of the Tax Increment generated from the Project Alea for the prlrposes set forth therein; and F. WHEREAS in order to facilitate development of the Project, the County desires to pay to the Agency an amotmt equal to a portion of the Tax Increment generated by the Project Area attributable to the County's tax levy on taxable property within the Project Area in accordance with the tenns of this Agreement; and G. WHEREAS UCA $ I l-13-215 further authorizes the County to share its tax and other revenues with the Agency; and Exhibil F to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I of I0 H. WHEREAS the provisions of applicable Utah State law shall govem this Agreement, including the Act and the Interlocal Cooperation Ac! Title l1 Chapter 13 of the UCA, as amended (the "Cooperation Act").

NOW' TIIEREFORE, in consideration of the mutual promises setforth herein and other good and valuable consideratiou, the rrceipt and strfficiency ofrvhich are hereby acknowledged, the Parties heleby agree as follor,vs: 1. Tax Increment.

a. Pttmuantto the Act and Section 1l-13-215 of the Cooperation Act, the Counf hereby agrees and consents that the Agency shall be paid an amount equal to ninety percent (90olo) ofthe County's portion ofthe Tax Lrcrement generated withinthe Project Area forthe Repayment Period (defined below) andthereafter seventy percent (70%o) ofthe County's portion ofthe Tax Increment generated within the Project Area (the "Agency Share') as further described in this Agreement. The Agency Share shall be paidto the Agency as follolvs: i. TheAgencyShareshallbepaidtotheAgencyfromtheentireProjectArea forthe period commencing on January 1,2022 utd conlintring through December 31, 2052

gency Share shall be paidto the Agency as follolvs: i. TheAgencyShareshallbepaidtotheAgencyfromtheentireProjectArea forthe period commencing on January 1,2022 utd conlintring through December 31, 2052 (the "Collection Period").

ii. The Agency Share shall be used for the purposes set fodh in the Act and in the Project Area Plan and shall be disbursed as specified herein. The calculation of annual Tax Increment, and thereby the Agency Share, shall be made using (a) the Couuty's tax levy rate during the year for which Tax Incrernent is to be paid and (b) the base year value for purposes of calculating Tax Increment shall be the combined assessed value ofall property within the Project Area last equalized prior to the date of this Agreernenq which taxable value is subject to adjustment as required by taw.

b. The County hereby authorizes and directs Tooele County officials and personnel to pay directly to the Agency all amounts due to the Agency under this Agreement in accordance forthe periods described herein.

c. The Agency Share shall be paid to the Agency no laterthan April l$ ofthe year following the tax year for which the Agency Share is to be paid.

d. The Agency Share may be paid to the Agency from any funding source available to the County.

2. Infrastmcture Advance. Separate from and in addition to the Agency Share, the Cotrnty shall advance to the Agency Six Million Dollars ($6,000,000) for certain public infrastructure items (the "Infrastructure Advance"). The County and Agency shall pay, use, and repay the Itrfrastructure Advance as set forth below: Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of 2 of I01 a. The County shall deposit the Lrfrastructure Advance with the Agency on or before

to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of 2 of I01 a. The County shall deposit the Lrfrastructure Advance with the Agency on or before Jannary 5,2021. If the lnfrastnrctrue Advance is not deposited with the Agency on or before this date, this Agreement shall be null and void.

b. The Agency shall only use the Infrastnrcture .A.dvance for Qualifying Improvements, as defined and further described in that certain Agreement to Amend, Restate and Tetminate Master Development Agreement fbr t akeview Bnsiness Park by and between County and RG Lakevielv, LLC, a Utah limited liability company ("Master Developer"). having an effective date of approximate even date herewith (the "ARNTDA').

c. To secure the repayment of the Infrastructure Advance, the Agency shall use one hundred percent (10070) ofTax Increment attributable to the County's levy on taxable property within the Project Area ('County TI") to reimburse the County, urrtil the County is repaid for the entire amount of the hrfrastnrcture Advance, plus interest at the same rate as interesl is paid to N,{aster Developer as "Participant" under flrat certain Participation Agreen'rent for the Lakeview Brsiness Park Cornmunity Reinvestment Project Area dated April 15, 2020 (the "Participation Agreement", see Ex. E to the ARMDA). Interest shall begin to accrue on January 5,2021. In additionto receiving the County TI, the County shall also be entitled to be paid from the remaining Project Area Ftrnds (as defined in the Participation Agreement) excluding County TI, which other Project Alea Ftmds is defured herein as the "Other TI", on a pro rata basis until such tirne as the County is repaid for the full anoulil of the Infrastnrcture Advance,

xcluding County TI, which other Project Alea Ftmds is defured herein as the "Other TI", on a pro rata basis until such tirne as the County is repaid for the full anoulil of the Infrastnrcture Advance, with interest. The pro rata sharc percentage for distribution ofthe Other TI shall be determined annually as of January I by determining the total amoults expended by Master Developer as "Participant" for "Infrastructure Improvements" and a1l other reitnbursable expeltses under the Parlicipation Agreement, and that remain trnreimbursed. and then determining a percentage by cornparing such tureimbursed expenditures by Participant to the County's $6.000,000 Infrastructure Advance. By way of example only, if as of January 1 the total amornt expended by Participant under the Participation Agreement that have not been reimbursed is $2,000,000, then the Other TI for that year shall be allocated as follows: 670/o to the County and 33% to P:rticipant.

d. The allocation of the Other TI shall occur annually until such time as those entitled to reimbursernent under the Participation Agreernent are reimbursed. The Agency shall make all payments within thifiy (30) days of the receipt of the County TI and Other TI by the Agency, less administrative costs allowed to be charged, if any, by the Agency under the Participation Agreernent. Payment of County TI, and a pro rata share of the Other TI, shall continue until all of the Infrastructure Advance is fully repaid, plus interest at the same interest rate paid to lvlastel Developer under flre Participation Agreement. The repayment of the entire amount of the Infrastructure Advance, plus interest, shall be collectively referred to as "County RepaXment." County Repayment

Developer under flre Participation Agreement. The repayment of the entire amount of the Infrastructure Advance, plus interest, shall be collectively referred to as "County RepaXment." County Repayment mnst continne annually, as described above, from the County TI and Other TI, until repaid (the "Repayment Period').

Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of 3 of I03 i. Notwithstanding any other provision in this Agreement, the Repayment Peliod shall not extend beyond the end ofthe Collection Period. If the County TI and the County poftion ofthe Other TI, together, are insuffrcient to achieve full repayrnent ofthe lnfrastructure Advance, including iuterest, at or before the end of the Collection Period then any remaining amounts due to the County toward repayment of the lnfrastlucture Advance shall be forgiven and shall not be repaid by the Agency to the County.

e. The Agency shall not amend the Participation Agreement with Master Developer to reduce or eliminate the interest payable to Master Developer in the Participation Agreement until the Agency has repaid the County the entire arnount of the Infrastructure Advance, plus interest, as set forth herein.

f. In the event of a dispute relating in any way to the Infrastnrcture Advance or the repayment thereof, ol relating in any way to the ARMDA, the Agency's costs relating thereto shall be, at the Agency's sole and absolute discretion, paid from the Infrastructure Advance and the County TL g. The Agency may, at any time, opt to fully repay the otrtstanding amotrnt of the Irrfiastructule Advance to the County; upon such occunence, the Infrastructure Advance shall be treated as having been rnade by the Agency, with the Agency receiving

ay the otrtstanding amotrnt of the Irrfiastructule Advance to the County; upon such occunence, the Infrastructure Advance shall be treated as having been rnade by the Agency, with the Agency receiving repayment and interes't from Tax Iucrement for the Infras'tructure Advance on the same tenns as agreed to by the County in this Agreemerrt.

3. Authorized Uses of Tax Incrcmenl and Asencv Share. The Parties agree thal the Agency rnay apply the funds collected herermder to encourage the development of the Project Area as deeured appropriate by the Agency and contemplated in the Project Area Plan, including but not limited to the installation, construction, and maintenance of public infrastucture and other improvements located within or benefitting the Project Area, incentives or reimbutsernents to developers or participants within the project area, administrative, overhead, legal. and other operating expenses ofthe Agency, and auy other purposes deerned appropriate by the Agency. all as authorized by the Act.

4. SoIe Source of Fundinq. The entirely of the repayment of the Infrastructure Advance contemplated in this Agreement will be funded solely by the Project Area Flrnds (as defined in the Participation Agreement) and distributed as contemplated by this Agreement. The County is not, and shall not be, entitled to any other funds collected by the Agency for the Project Area or any other funds held by the Agency. Agency may, at its sole and absolute discretion, cooperate in efforts to have bonds or other financing issued based upon lhe revenue streams generated from the Project Area pursuant to this Agreemenl, provided that any such bonds or financing are non-recourse to the Agency and the bond

other financing issued based upon lhe revenue streams generated from the Project Area pursuant to this Agreemenl, provided that any such bonds or financing are non-recourse to the Agency and the bond or financing proceeds are used for ptuposes described in the Project Area Plan. Other than the repaYment of the Lrfrastruchtre Advance as contemplated by this Agreernent. the Agency shall have no obligation to rnake any paymerrt to the County finm Tax Increment or from any other source in connection with the Project Area or the development thereof.

Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 4 of I04 5. Consent to Proiect Area Budget. The County hereby consents to thc Project Area Budget as adopted and approved by the Agency on April 15,2020, and as amended in accordance with applicable law (the "Budget").

6. Reduction or Elimination of Tax Incrrcment. The Parties agree that the County and Master Developer as an intended third-party beneficiary, a.ssulne and accept the risk of possible altetation of federal or state statute, regulation, or adjudication rendering unlawful or iupractical the collection, receipt, disbursetnent, or application of the Corulty TI and the Other TI as contemplated in and by this Agreement. If the provisions of Utah law which govem the payment or use of the County TI and the Other TI are changed or atnended so as to reduce or eliminate the amount paid to the Agency urder the Intedocal Agt'eemetrts (as defured in the Participation Agreernent), the Agency's obligation to repay the Infi'astntcture Advance to the County, or the terms under which the Infrastructrre Advance rnay be repaid, the Agency's obligation to repay the Lrfi'astructure Advance to the County will be

repay the Infi'astntcture Advance to the County, or the terms under which the Infrastructrre Advance rnay be repaid, the Agency's obligation to repay the Lrfi'astructure Advance to the County will be proportionately reduced or eliminated, but only to the extent necessary to comply with the changes in such law. 'Ihe County agrees and acktrolvledges that it has made such investigations as necessary and assumes all risk as to whetherthe Project Area, the Project Area Plan, the Budget, and the hrterlocal Agreeinents were properly approved, adopted and made effective. The County acknowledges.

understands, and agrees that the Agency is under no obligation to challenge the validity, enforceability, or constitutionality of a change in law that reduces or eliminates the payment of repayment of the Infrastnrcture Advance to the County, orto otherwise inderurify or reimburse the County for its actions to independently do so.

7, Acknowledselnent bv Countv, The Countv agrees and acknowledges that the development of the Project Are4 the installation of public intiastnrctr.rre, and the geleration of Tax Ittcrement is the responsibility of the developer of and/or property owners in the Project Area and fltat the Agency has no obligations relating to development within or for the benefit of the Project Area other than those express obligationrs as may be contained in this Agreement or in the Participation Agreement.

8, Declaration of Invaliditv. In the event any legal action is filed in a court of competent jurisdiction that seeks to invalidate the Ploject Area or this Agreernent or that otherwise seeks to or would have the possible result of reducing or eliminating the repayment of the Infiastructure Advarrce

iction that seeks to invalidate the Ploject Area or this Agreernent or that otherwise seeks to or would have the possible result of reducing or eliminating the repayment of the Infiastructure Advarrce to the County, the Agency shall provide written notice of such legal action to the County. In the event sttch an action is filed, the Agency shall have no obligation to challenge that action or defeltd itself against such action but agrees not to enter into any settlernent, consent, decree, or other resolution without first providing flre County a reasonable opportunity to intervene and defend the rights and privileges provided under this Agreement. If requested by the County, the Agency may, at its sole discretion, take such actions as may be reasonably required to defend such legal action and to address the grounds for any catnes of actiotr that could result in the r eduction or elimination of the repayment ofthe Infrastnrcture Advance. Lr the event that the court declares that the Agency cannot receive the County TI or the Other TI or cannot repay all or a portion of the Infrastructtre Advance, invalidates the Project Area, the Interlocal Agreements, or this Agreement, or takes any other action which eliminates or reduces the amount of Tax Increment received by the Agency, and the grounds for the legal detennination cannot reasonably be addressed by the Agency, the Agency's obligation to repay to the Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of5 of I05 County the Infrastntcture Advance in accordance with this Agreement will be reduced or eliminated to the extent required by law.

9. Third-PaItv Beneficiarr. Except for the Master Developer, lvhich is an intended

Infrastntcture Advance in accordance with this Agreement will be reduced or eliminated to the extent required by law.

9. Third-PaItv Beneficiarr. Except for the Master Developer, lvhich is an intended third-party beneficiary under this Agreement, this Agreement is solely for the benefit of the Parlies hereto and shall be enforceable by no other individual or entity.

10. Limits on Liabilitv. In no event shall one Party be liable to the other(s) for consequential, special, incidental, indirect, exemplary, or ptrnitive damages of any kind (including, but Irot limited to, loss ofprofits, loss ofreputation, or loss ofcurrent ol prospective btrsiness advanlage, evetr where such losses are characterized as direct darnages) mising out ofol in any way related to the relationship or dealings between the County and the Agency, regardless ofwhelherthe claim under which damages are sought is based upon contract, tort, negligence (of any kind), willful misconduct, strict liability or otherwise, and regardless ofwhetherthe Parties have been advised ofthe possibility of such darnages at the time of contracting or otherwise.

11. Due Diligence Each of the Parties acknowledges for itself that it has perforrned its own review, investigation, and due diligence regarding the relevant facts upon which this Agreement is based, including representations ofthe Agency concenring the Project and the Project's benefits to the community and to the Parties, and each Party relies upon its own nnderstanding ofthe relevant law and facts. infonnation, and representations, after having cornpleted its own due diligence and investigation.

12. Interlocal Cooperation Act. In satislaction of the requirements olthe Cooperation Act in connection with this Agreement, the Parties agree as follows:

eted its own due diligence and investigation.

12. Interlocal Cooperation Act. In satislaction of the requirements olthe Cooperation Act in connection with this Agreement, the Parties agree as follows: ^. This Agreement shall be authorized and adopted by resolution ofthe legislative body of each Party pursuant to and in accordance with the provisions of Section 1l-13-202.5 of the Cooperation Act.

b. This Agreement shall be reviewed as to proper fom and cornpliance with applicable law by a dtrly authorized attomey in behalf of each Parly pursuant to and in accordance withthe Section 1l-13-202.5(3) of the Cooperation Act.

c. Once executed, a copy of this Agreement shall be filed immediately with the keeper of records of each Party ptrrsuant to Section 1l-13-209 of the Cooperation Act.

d. The Chair of the Agency is hereby designated the administrator for all prlrposes ofthe Cooperation Act.

e. Following the execution of this Agreement by all Parties, the Agency shall cause a notice regarding this Agreemenl to be published on behalf of all Parties in accordance witlr Section ll-13-219 of the Cooperation Act.

f. The tenn of this Agreement shall commence on the publication of the notice described in Section ll-13-219 ofthe Cooperation Act and shall continue tlrough the date Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 6 of 106 tlut is 180 days aftel the date on which all of the final payment as contemplated herein has been paid to the Agency. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall autornatically terminate on December 31,2060.

13. Modification and Amendment. Any modification of or amendment to any provision

ng any provision in this Agreement to the contrary, this Agreement shall autornatically terminate on December 31,2060.

13. Modification and Amendment. Any modification of or amendment to any provision contained herein shall be effective only ifthe modification or amendment is in writing and signed by alt Parties and with Master Developer's consent. Any oral representation or modification conceming this Agreement shall be of no force or effect.

14. Further Assurance. Each of the Parties hereto agrees to cooperate in good faith with the othets, to execute and deliver such ftlrther documents, to adopt ary resolntions, to take arry other official action, and to perform such other acts as may be reasonably necessaly or appropriate to constmmate and cany inlo effect the tratrsactions contemplated under this Agreement. Further, in the event of any question regarding the calculation or payment of arnorutts contemplated hereunder, the Parties shall cooperate in good faith to resolve strch issue.

15. Entire Asreement, This Agreement constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereofand the final, cornplete, and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations, and understandings, whether oral or written and whether express or implied, ofthe Parties hereto are hereby superseded and rnerged herein.

16. Goverrrins Law. This Agreement shall be govemed by, and construed and interpreted in accordance with. the laws of the State of Utah.

11. pjg4lgl h the event a disptrte arises between the Pafiies with respect to the terms of this Agreement or the performance of any contractual obligation by one or both of the Parties, the

e of Utah.

11. pjg4lgl h the event a disptrte arises between the Pafiies with respect to the terms of this Agreement or the performance of any contractual obligation by one or both of the Parties, the Parties agree to submit the matter to formal and confidential non-binding mediation before any judicial action may be initiated, unless an immediate court order is needed or a statute of lirnitatiols period will run before mediation can be reasonably completed. A mediator will be selected by rnutual agreement of the Parties. The Parties must mediate in good faith to resolve the dispute in a tirnely lnanner. Each party will be responsible for its own costs and one-half of the cost of the mediator. The place of mediation shall be Grantsville, Utah.

18. Interpretation. The terms "include,"'lncludes," 'lncluding" when used herein shall be deemed in each case to be followed by the words "without limitation."

19. Severabilitv. Ifany provision ofthis Agreement shall be held invalid or unenforceable by any court of cornpetent jurisdiction or as a result of future legislative actioq and if the rights or obligations of any Party hereto uuder this Agreement will not be materially and adversely afTected thereby.

such holding or action shall be strictly constnred; such provision shall be flilly severable; Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of7 of l0il, b.

7 c. this Agreement shall be constnred and enforced as ifsuch provision had never comprised a part hereof; d. the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the invalid or unenfbrceable provision or by its severance from this Agreement; and

of; d. the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the invalid or unenfbrceable provision or by its severance from this Agreement; and e. in lieu ofsuch illegal, invalid, or unenforceable provision, the Parties hereto shall use cotnmercially reasonable efforts to negotiate in good faith a substitute, legal, valid, and enforceable provision that rnost nearly effects the Parties' intent in entering into this Agreement.

20. Assisnment. No Party may assign any rights, dtfies, or obligations under this Agreement without the prior written consent of all Parties hereto.

21. Authorization. Each ofthe Parties hereto represeflts and warrants to the others that the wananting Party has taken all steps, including the publication ofpublic notice lvhere necessary, in order to authorize the executiotl delivery and pertbmrance of this Agreement by each such Party.

22. Time of the Essence. Time shall be of the essence in the performance of this Agreement.

23. Incorporation of Recitals. The recitals set forth above are hereby itrcorporated by reference as part of this Agreement.

24. Counteroalts and Sisnatures. This Agreement may be e.seculed in counterparls, each of which shall be deemed to be an original, btrt all of which, taken together, shall constilute one and the same agreement. This Agreement may be executed by electronic signahrre, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, "electronic signature" shall inclr.rde faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.

gnature. Without limitation, "electronic signature" shall inclr.rde faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.

[Remainder of page intentionalfit left blank; signature pages tofollow] Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I of I08 ENTERED into as ofthe day and year first above written.

@NQ: GRANTSVILLE CITY REI}EVELOPMENT AGENCY, a political subdivision of the State of Utah EXHIBIT. OO I'IOT Slcl,l Name Title: Anest EXHIBIT, DO NOT SICN Name: Tirle: Attomev Review for the Asency: The undersigned, as counsel for the Grantsville City Redevelopment Agency, has reviewed the foregoing Intedocal Agreement and finds it to be in proper form and in compliance with applicable state law.

EXHIBIT. DO NOT SIGN Adam S. I-ong [signatures continue on na$ page] Exhibit F to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Pqrk Page of 9 of I09 @NU: TOOELE COUNTY, a political subdivision of the State of Utah Name: Title: Attest: EXHIBIT - DO NOT SICN Name: Title: Attomev Review forthe Countv: The undersigned, as attomey for Tooele Courty has reviewed the foregoing lnterlocal Agreement and finds it to be in proper form and in compliance with applicable state law.

EXHIEIT. DO NOT SIGN Narne 10 Exhibit F to Agreement to Amend, Restate and Terminqte Master Development Agreementfor Lakeview Business Park Page of l0 of l0 EXHIBIT G Future 33'd Parkway Road Improvements i 1 Exhibil G to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of I of I EXHIBIT H Public Water and Sewer Improvements

nts i 1 Exhibil G to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of I of I EXHIBIT H Public Water and Sewer Improvements Exhibit H to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I of I EXHIBIT I Public Water and Sewer Project Costs Table 17: lmmcdlatc oflslta we*tewrter lmprorancntr Rcqulred fior the prolect Prsl.ct l{o.Fruictt OcrerlptlonEnXlnrrr'rOglnl$n sf Frcbrbh Conrtrucdon €ort s-1Offsite Sewer Exteniion: Lakevlew Business Fark ta Davenport €rosring SuMivision 5-1Offsite Sewer Extensionr Davenpo rt Crosring 5u bdlvlrion to txisting Hortheast Totrl $1,877 000.00 Prtlcctllo"FrE Ccl D.ffrlptlanEnjlnrcr'c Oplnlon of Probrblc Construstlon Cort s-3Praject Area Collection Svstem9*,66t,OOO.m Total N/A 5*.661.ooo.m Exhibil I to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of I of7Pnolu.ct l{o.gyEtrm GomponenlFfi{r(t DrxrlptlonEnglnrcr's Oplnlon of Prsbrb'lq Consrucff on Cort w.1 Storage 750KGAL Water Storace Tank 51,261.500 w't tristribution6,800 LF 16'inch Water Olstribution Plptline $706.000 Totrl $1,96?,600 Prulcct trlo.Syrtcm ComponrntProj*ct DrrcrlptlonEnglnrc/r Opinion of Probrbh Conitructtron frrst w-3 Di$tributionFlre flow pump station, 10O HPs974,050.ffi w-5 DistributlonSite Fiplng and Appurtenances$c.oqo,77s"m Total HIA H1A 56.z4r.ooo.m

Conitructtron frrst w-3 Di$tributionFlre flow pump station, 10O HPs974,050.ffi w-5 DistributlonSite Fiplng and Appurtenances$c.oqo,77s"m Total HIA H1A 56.z4r.ooo.m ?sOXOll. Prcl.ct TrnkOAAUA Olvl.lor OurnIltY UnltrGOrt par unfi{ll UnltSubtohl lndrllitlon Cortuotr lnearott lr06tEUdrgt& uY DtvtStoN Gffird tdotillzatmts t-s25,000 25.000.00 25,000 Tanl Euwtim and Haul Spoll Yar{t Ptling and Connft0on to Ersthg SyBtem1 f ,424 1CY LS'10 711,237 40.00o ir0.0001.00 't.0074,W0 40.@0 inCffid6 Tank Dlvhlon 2-Olvhlon 10 SUBTOTA 9a7.000 CONTRACTOR'S OVERHE O & PROFIT (Ss6 NotE 3) EONDS AND INSURANCE (S@ Nota ?) 2.00% olslbtotrl 175,7W 19.94079,800 20.000 CONTINGENCY (See Nols 4) 15.00% of$Uotd2 164.150 164,600 ENGINEERING COSTS (S€s Note 5) 10.00% ofsubtoGl 3 128,160 126,200 NolFr Gon.Bl Condilifft incMos Proj*t ronegmnt sd silo ropodi6hn.

tutldnalr. @l aEsirlod wnh pomd., llffi, mvilllmntd sab mlnlaln codhlod dst otaratlons Abo hcijdc dac mluctim rd(rrctivo ini|tr6. qrbcda cw[ga, 6tc CGt estiruting cor{inomy i6 ddded to tho tt$lotd b6od s iha rcptsl natuE ol hfatmlifi daBioprd b. thk @lurlho.

2.AA% !-@ $,!qb 10.00% Exhibit I to Agreement to Amend, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 2 of 7 Preliminary Enginoer'a Ertlmato of Probablo Gorlr L!kovhw aurltrort P.rl 'l&,|rch Ottrltc VftlarllcOAAUA

nd, Restate and Terminate Master Development Agreementfor Lakeview Business Park Page of 2 of 7 Preliminary Enginoer'a Ertlmato of Probablo Gorlr L!kovhw aurltrort P.rl 'l&,|rch Ottrltc VftlarllcOAAUA 6omrd RoqukmontE tvlobilirelld20,000 LS and LF LS LS 3 CONCRETE 0 0.oo 1.00 0ApFrlomnces Flush 8nd HydGtsllc Prdauro Tost Rev€gptatbn70 3,OOO 5,000476,000 3,O0{) 5,000476,000 3.000 5,0006,800 t 11.00 1.OO 't.00 BONOS AI.ID lNSl.rRAl{cE (Sso tloto 2)8.00% olSubtotal 1 2.0O'/" of Sut{otd t41,280 to.3?o,ll.30O 1O.4Oj0 SUBTOTA 2 !68.dto CONTllcEl.lCY (Ss l.loto 4) 15.00% olsuHolEl2 Es.?m 85.200 suaToTAL I A53.Z'O TOTI t'1616 G-ard Cdditiffi ircludor Prciet mshlglMt ord sits almiclm, .ubmiltab, cGt alserdd *rh tsmnr, hsas, dtMal Bsb 2 3luffi. tdmnt rd drdmos c@td, ed lo esir{ain cdttuod dsd Wtir6.

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$.ceh I.OO% 5 Exhibit I to Agreement to Amend, Restate qnd Terminate Master Development Agreement for Lakeview Business Park Page of 3 of 7 Prollmlnrry Englnccr't Elllm.to ol Prohablc Cortr OtY.lopmnt lrtitrr l0prcvtmntr(DAg--u.A coal Fa. Untt gsllnlsttt !uEt(,tx.

llot6 AppuRmrcss

ss Park Page of 3 of 7 Prollmlnrry Englnccr't Elllm.to ol Prohablc Cortr OtY.lopmnt lrtitrr l0prcvtmntr(DAg--u.A coal Fa. Untt gsllnlsttt !uEt(,tx.

llot6 AppuRmrcss Fumlrh s)d tlsid !0" PvC Wetsrrp h€tudrrg Vstss, Fitrhgr arld ApFrrrl6.smrs Fumish fid hild t?' PVC WalorlE hEnr&rg Vrlws, Fifli.tgt 5nd Fpp|lnmrcas Apprrr!ffimit25.27s 29.Eto 6,950 3{5 56 60 r60,000t. r!7.150 r.6t9.660 4!l(no {5C,mO100 1.!O 100 1.001.137,mO 1.639.6tX1 417,000 450,fiOLF LF LF LS Cmirols. Ind co.0m e 0O'{ of $uHffia I358, t20 69.tto3S8,800 8e,too glrSt6T{ "lqttm TO?AL 6.Zat -otp t{ot6 Larl .tlliilng Mtiffii rr adfrd tO th3 tr&t9al bG.d s !h.c4oFld* utg! of nbndrff dltrotrad frx tlt n-ats 2.@% !-!g& $,gg& l.00rd Exhibil I to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 4 of 7 Frollmlnary Englnoer't Etllmrte of Probablo Cort: Llhryh- Sutim.r Pt.l

0rd Exhibil I to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 4 of 7 Frollmlnary Englnoer't Etllmrte of Probablo Cort: Llhryh- Sutim.r Pt.l Ofrn. lrHr Lto.ld.rucdm ol ER 1ll/ !R tli to Ory.nport Cror.lnf Subdtvlrlotr OAS,UA DLlrton Unlh lrnltJllCo.t p.. Unlt tffdrrllollllalqr Cort Cci {uffi-idilf,Iuhtdlrr 3l0l lY OMllOll ($s lloro 1) 5,640 366,000 S.116l Bading sd Bsdlll (Along SR-lta) 4,s78 Cy I {0.00 1175,000.00 t.00 t75,0c0 _ ,, auBToTrLt t.os7.ooot P.m% ol S{Slordt I $ 20,raO.0O83.000 20,600 SUEYOTA-2 t.tat.OOO CONTtl6EtlCY ISG Ftota 4l li-Ooll oaSlblol€l ? $171.150.00 t7t.ab Oplnlon of &lr1 P4vqnr W. Itumr tsd Fdp Etr bod. lm bilil, A &tld,rsuffi. ufficwafl!.dc, 30e!

!.!!i $.@rff4lt Exhibit I to Agreement to Amend, Restate and Terminate Master Development Agreement for Lakeview Business Park Page of 5 of 7 Prollmlnary Englncor'a Eltlmrlo of ProbEble Cott!

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greement for Lakeview Business Park Page of 5 of 7 Prollmlnary Englncor'a Eltlmrlo of ProbEble Cott!

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