Fund: School

THE STATE OF UTAH SCHOOL AND INSTITUTIONAL TRUST LANDS ADMINISTRATION CERTIFICATE OF SALE Certificate No. 26776 STATE OF UTAH

) :ss. COUNTY OF SALT LAKE ) THIS CERTIFICATE OF SALE (“Certificate”) IS TO CERTIFY that as of this ___ day of ____________, 2018 (the “Effective Date”) the State of Utah (“State”) through the School and Institutional Trust Lands Administration, 675 East 500 South, Suite 500, Salt Lake City, Utah 84102 (the “Trust Lands Administration”) does hereby agree to sell, and Washington City, 1305 East Washington Dam Road, Washington City, a Utah municipality, UT 84780 (the “Purchaser”) does hereby agree to buy, in a manner provided by law, as set forth herein, state trust land situated and lying in the County of Washington, State of Utah, more particularly described in the attached Exhibit A and depicted in Exhibit B, attached hereto and incorporated by reference (collectively, the “Property”). Excepting and reserving to the State all coal, oil, gas and other hydrocarbons and other mineral deposits, along with the right for the State and/or Trust Lands Administration or other authorized persons or entities to prospect for, mine, and remove such deposits (and subject to any prior reservation of oil and gas to the United States); also, Excepting and reserving to the State all sub-surface void and pore spaces, whether naturally existing or created upon the removal of any coal, oil and gas and other mineral deposits, and the right to utilize the same for any purpose; also, Subject to any valid, existing rights of way, easements and encumbrances of any kind and any right, interest, reservation or exception appearing of record, subject to exceptions and reservations contained in federal patents and clear lists, and subject also to all rights of way for ditches, tunnels, and telephone and transmission lines that have been or may be constructed by the United States as provided by statute.

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Subject to all existing rights of way, easements, or any other encumbrance in existences as of this date, including Easements No. ESMT 1878 issued to Washington City and ESMT 2080 issued to Century Link. Purchasers agree to buy, and the Trust Lands Administration agrees to sell the Property, upon the following terms and conditions: 1. PRICE AND TERMS. The Property is sold for the sum of Sixteen Thousand Five Hundred Dollars and No Cents ($16,500.00), to be paid in full at Closing prior to the issuance of a patent. 2. DUE DILIGENCE. Purchaser acknowledges that it is purchasing the Property “as-is” and “where-is” and that it has had the opportunity to perform any desired due diligence actions on or regarding the Property prior to the Effective Date. 3.

CLOSING.

3.1 Closing. The closing of the transaction contemplated by this Certificate (the “Closing”) shall occur on or before _____________20____, or upon such other date prior thereto as the parties agree in writing. The date on which this transaction is scheduled to close pursuant to this Section 3.1 is sometimes referred to in this Certificate as the “Date of Closing”. Purchaser and the Trust Lands Administration agree that Closing on or before the Date of Closing is a material inducement to the Trust Lands Administration entering into this Certificate. If the transaction contemplated in this Certificate does not close on or before the Date of Closing, this Certificate shall automatically terminate at 11:59 p.m. on the Date of Closing, unless the Trust Lands Administration elects in writing, in its sole discretion, to extend the Date of Closing. 3.2 The Trust Lands Administration’s Obligations. At Closing, the Trust Lands Administration shall undertake the following: 3.2.1 Patent. Upon payment in full of the Purchase Price to the Trust Lands Administration, compliance by Purchaser with all other terms and conditions of this Certificate and surrender of this original Certificate to the Trust Lands Administration, issue to Purchaser a patent for the Property which shall contain the reservations and exceptions as set forth above.

3.3 following:

Purchaser’s Obligations.

At Closing, Purchaser shall undertake the

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3.3.1 Payment of Purchase Price and Reimbursement of Costs. Pay to the Trust Lands Administration, by cash, check or wire transfer of ready funds, the Purchase Price. In addition to the purchase price Purchaser shall pay the following to reimburse Trust Lands Administration for costs incurred in preparing the Property for sale: appraisal costs of One Thousand Two Hundred and Fifty Dollars ($1,250). 3.3.2 Closing Costs. Purchaser shall be responsible for and pay any and all costs associated with Closing, including, without limitation, any title insurance obtained by Purchaser for the Property, survey fees and recording fees. 4. POSSESSION. The Trust Lands Administration shall deliver possession of the Property to Purchaser upon Closing. Purchaser shall have no right of possession, use or occupancy of the Property until Closing. All risk of loss, destruction and expenses of the Property shall be borne by the Trust Lands Administration until the date of possession at which time all risk and expenses shall be borne by the Purchaser. 5. TAXES. The parties hereby acknowledge and agree that the Property has not been subject to taxes during the period it was held by the State, but that such Property may be subject to general and special real estate and other ad valorem taxes and assessments, including Farmland Assessment (Greenbelt) rollback taxes, and charges for utilities, if any, and other charges, all of which charges, when applicable, shall be the sole responsibility of Purchaser. 6. INSPECTION; NO WARRANTIES. Purchaser acknowledges Purchaser is acquiring the Property subject to all existing laws, ordinances, rules and regulations, including without limitation, the laws rules and regulations of the Trust Lands Administration, and that Purchaser has had the opportunity to inspect the Property to determine the condition and suitability of the Property for Purchaser’s intended purposes, and for the presence or absence of any hazardous material or condition. Purchaser further acknowledge that, although the Trust Lands Administration believes that all disclosures made by the Trust Lands Administration with respect to the Property are accurate, errors in such information may exist. Purchasers and the Trust Lands Administration hereby agree that Purchasers are acquiring the Property in an “AsIs” condition with all faults and defects, including latent and patent defects, and neither Trust Lands Administration’s agents, representatives or employees have made any representations or warranty as to zoning, legal or physical access, location or availability of utilities, soil conditions, floodplains and watercourses, the presence or absence of any hazardous material or condition, or other physical or legal attributes of the Property or Purchasers ability to obtain approvals for Purchaser’s development of the Property, or the physical conditions of the Property. THE TRUST LANDS ADMINISTRATION HEREBY DISCLAIMS ANY AND ALL WARRANTIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE) WITH RESPECT TO THE PROPERTY IT IS CONVEYING,

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AND PURCHASER ASSUMES THE RISK THAT ADVERSE PAST, PRESENT OR FUTURE PHYSICAL CHARACTERISTICS AND CONDITIONS OF THE PROPERTY WHICH PURCHASER IS ACQUIRING UNDER THIS AGREEMENT MAY NOT HAVE BEEN REVEALED BY INSPECTION OR INVESTIGATION. 7. ENVIRONMENTAL RELEASE. Purchaser expressly assumes the risk that any Hazardous Substance (defined below) is or hereafter may be located on the Property. PURCHASER HEREBY FOREVER RELEASES AND DISCHARGES THE STATE, THE TRUST LANDS ADMINISTRATION AND ANY SUBSIDIARY OR AFFILIATE OF THE STATE, AND THEIR RESPECTIVE DIRECTORS, OFFICERS (APPOINTED AND ELECTED), EMPLOYEES, REPRESENTATIVES AND AGENTS, FROM AND AGAINST ANY AND ALL JUDGMENTS, CLAIMS, EXPENSES (INCLUDING ATTORNEYS’ AND OTHER CONSULTANTS’ REASONABLE FEES AND COSTS), CAUSES OF ACTION, DAMAGES, LIABILITIES, INCLUDING WITHOUT LIMITATION, (A) ALL FORESEEABLE AND ALL UNFORESEEABLE CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING OUT OF THE USE, GENERATION, STORAGE, DISPOSAL, RELEASE OR THREATENED RELEASE OF HAZARDOUS MATERIALS ON THE PROPERTY AND (B) THE COST OF ANY REASONABLY NECESSARY INVESTIGATION, REPAIR, CLEANUP, REMEDIATION OR DETOXIFICATION OF THE PROPERTY AND OTHER AFFECTED PROPERTY AND THE PREPARATION OF ANY CORRECTIVE ACTION, CLOSURE OR OTHER REQUIRED PLANS OR REPORTS TO THE FULL EXTENT THAT SUCH ACTIONS ARE ALLEGED TO BE ATTRIBUTABLE, DIRECTLY OR INDIRECTLY, TO THE PRESENCE OR USE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, OR DISPOSAL OF HAZARDOUS MATERIALS BY ANY PERSON AND RELATE TO OR INVOLVE THE PROPERTY. THE FOREGOING RELEASE SHALL SURVIVE ANY TERMINATION OF THIS CERTIFICATE OR ISSUANCE OF A PATENT. 7.1 “Hazardous Substance” as used herein shall mean: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,” “hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,” “toxic waste,” or words of similar import in any environmental law; (b) those substances listed as hazardous substances by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material, or waste that contains petroleum or is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable, explosive, radioactive, freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical, except as otherwise provided by law. 8. PURCHASER’S REPRESENTATIONS WARRANTIES AND COVENANTS. Purchaser hereby represents and warrants to the Trust Lands Administration that there are no

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judgments, actions, decrees or other legal restraints or causes of action which would prevent or prohibit Purchaser from acquiring fee title to the Property as required hereunder. 9. INDEMNIFICATION BY PURCHASER. In addition to any other indemnity obligations of Purchaser under this Certificate, Purchaser further agrees to protect, indemnify and hold harmless the State, the Trust Lands Administration, and each of their directors, officers, agents and employees, from and against all claims, demands, damages, and causes of action of every kind or character on account of bodily injuries, death, or damage to property arising because of, for, out of, or in any way connected with the performance of this Certificate or the transaction contemplated herein, except where such injury, death, or damage has resulted from the sole negligence of the State, without negligence or willful act on the part of the Purchaser, its agents, employees, or subcontractors, it being the intent of this provision that the Purchaser indemnify the State and the Trust Lands Administration, its directors, officers, agents and employees regardless of whether or not such injury, death or damage is caused in part by the State, Trust Lands Administration, or their directors, officers, agents and employees. The Purchaser shall defend all suits brought upon such claims and pay all costs and expenses incidental thereto, but the State and Trust Lands Administration shall have the right, at its option, to participate in the defense of any such suit without relieving the Purchaser of any obligation hereunder. Such duty of indemnification shall include, but not be limited to, damage, liability, or loss pursuant to all federal and state environmental laws, strict liability and common law. The foregoing indemnification obligation shall survive any termination of this Certificate or issuance of a patent. 10. NOTICES. All notices, requests, demands, and other communications hereunder shall be in writing and shall be given by (a) established express delivery service which maintains delivery records, (b) hand delivery, or (c) certified or registered mail, postage prepaid, return receipt requested, to the parties at the addresses first set forth herein, or at such other address as the parties may designate by written notice in the above manner. 11.

MISCELLANEOUS.

11.1 Binding Terms. It is understood that the stipulations aforesaid are to apply to and bind the heirs, executors, administrators, successors, and assigns of the respective parties hereto. 11.2 Time of the Essence. Time is of the essence of this Certificate and each and all of its terms, covenants, or conditions in which performance are a factor. 11.3 Assignment. This Certificate may be assigned pursuant to statute and rule, but the assignment does not relieve the assignor from responsibility under the original contract.

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11.4 No Merger. The assurances and covenants of the Purchaser shall not merge with but shall survive the delivery of any patents to the Purchaser. 11.5 Entire Agreement. This Certificate and the exhibits and schedules attached hereto constitute the entire agreement between the parties hereto with respect to the subject matter hereof, incorporates all prior agreements, and may only be modified by a subsequent writing duly executed by the parties. 11.6 Waivers. No waiver of any of the provisions of this Certificate shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver be a continuing waiver. Except as expressly provided in this Certificate, no waiver shall be binding unless executed in writing by the party making the waiver. 11.7 Governing Law. This Certificate shall be construed and enforced in accordance with, and governed by, the law of the State of Utah without regard to its choice or conflicts of laws principles. 11.8 Captions. The captions in this Certificate are for convenience only and do not constitute a part of the provisions hereof. 11.9 Applicability. If any term or provision of this Certificate or the application of it to any person, entity or circumstance shall to any extent be invalid and unenforceable, the remainder of this Certificate or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each term and provision of this Certificate shall be valid and shall be enforced to the extent permitted by law. 11.10 Authority. The individuals executing this Certificate represent and warrant that they have the power and authority to do so, and to bind the entities for which they are executing this Certificate. 11.11 Numbering of Days. If the last day of any time period stated herein shall fall on a Saturday, Sunday or federal legal holiday, then such time period shall be extended to the next succeeding day which is not a Saturday, Sunday or a federal legal holiday. 11.12 No Waiver of Governmental Immunity. Notwithstanding anything in this Certificate to the contrary, by entering into this Certificate, neither the State nor the Trust Lands Administration has waived, limited or modified any governmental immunity from suit.

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SCHOOL AND INSTITUTIONAL TRUST LANDS ADMINISTRATION: By:

________________________ DAVID URE DIRECTOR

WASHINGTON CITY: By: _____________________________ Its: ______________________________

APPROVED AS TO FORM: SEAN D. REYES ATTORNEY GENERAL By:

____________________________ Special Assistant Attorney General

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STATE OF UTAH COUNTY OF SALT LAKE

) : ss. )

On the ______ day of ___________________________, 2018, appeared before me David Ure, the Director of the School and Institutional Trust Lands Administration of the State of Utah (SITLA), who, his identity and position having been satisfactorily established to me, affirmed to me upon oath that the governing body of SITLA, has authorized him to execute the foregoing Certificate of Sale, and did duly acknowledge in my presence having executed the same for the purpose stated therein. _______________________________ Notary Public

STATE OF _______________ ) : ss. COUNTY OF _____________ ) On the ______ day of _________________________, 2018, personally appeared before me ______________________________, who being by me duly sworn did say that (s)he is the signer of the above instrument on behalf of WASHINGTON CITY, who duly acknowledged to me that (s)he executed the same. Given under my hand and seal the ____ day of _______________________, 2018. _______________________________ Notary Public

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Exhibit A Legal Description of Property Township 42 South, Range 15 West, SLB&M Within Section 2, more particularly describes as follows: THAT PORTION OF SECTION 2, TOWNSHIP 42 SOUTH, RANGE 15 WEST, SALT LAKE MERIDIAN, WASHINGTON COUNTY, UTAH MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 2, AND RUNNING THENCE SOUTH 88°42'56" EAST 89.96 FEET WITH THE SOUTH SECTION LINE; THENCE NORTH 1097.34 FEET TO THE POINT OF BEGINNING; THENCE NORTH 170.91 FEET; THENCE NORTH 62°41'26" EAST 45.02 FEET TO THE WESTERLY LINE OF PARCEL W-5-2-2-240 RECORDED IN THE WASHINGTON COUNTY RECORDER'S OFFICE AS DOCUMENT NUMBER 20090011260; THENCE SOUTH 151.26 FEET WITH SAID WESTERLY LINE TO THE SOUTHWEST CORNER OF SAID PARCEL W-5-2-2-240; THENCE EAST 119.48 FEET WITH THE SOUTHERLY LINE OF SAID PARCEL W-5-2-2-240 TO A POINT ON THE WESTERLY LINE OF THE STATE OF UTAH SCHOOL AND INSTITIUTIONAL TRUST LANDS ADMINISTRATION SPECIAL USE LEASE AGREEMENT NO. 1592 ON FILE WITH THE STATE OF UTAH INSTITIUTIONAL TRUST LANDS ADMINISTRATION; THENCE SOUTH 40.30 FEET; THENCE WEST 159.48 FEET TO THE POINT OF BEGINNING; CONTAINING 0.277 ACRES, MORE OR LESS.

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Exhibit B Depiction of the Property

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