South Salt Lake Lease Agreement For Granite High

Execution Copy
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WHEN RECORDED PLEASE RETURN TO:
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Stephen M. Tumblin, Esq. Chapman and Cutler LLP 201 South Main Street, Suite 2000 Salt Lake City, Utah 84111
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Property Tax J.D. Numbers 16-30-476-001,

-002, -003, -004, -009, 16- 3 1- 226-001 , -002,
16-31-227-001, -002, -011, and -012
LEASE-PURCHASE AGREEMENT
DATED APRIL 19,2011
BETWEEN
BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH,
Lessor and Seller,

AND
CITY OF SOUTH SALT LAKE, UTAH,

Lessee and Buyer.
2891391.04.03.B.doc 8703118/SMT
Lease-Purchase Agreement
TABLE OF CONTENTS
(This Table of Contents is not a part of this Lease-Purchase Agreement, but is only for convenience of reference.)
SECTION
PAGE
Parties...............................................................................................................................................1
Recitals.............................................................................................................................................1
ARTICLE
DEFINITIONS ................................................................................................2
Section 1.01.
ARTICLE
Definitions............................................. ......................................... ........2

DEMISE.........................................................................................................5
Lease and Conveyance of the Leased Property.... ........... ............. .........5
TERM OF THE LEASE....... .... ...... ..... ........ ........... ..... ......... ..... ........ ..'....... ..... ..5
II
Section 2.01.
ARTICLE
III
Section 3.01. Section 3.02. Section 3.03.
Commencement of the Term of the Lease .............................................5 Expiration or Termination of the Term of the Lease .............................5 Effect on the Lessee of Expiration or Termination of the Term of the Lease ..................................................................................6
RENTALS PAYABLE .....................................................................................6
Rentals Payable..................... .... ....... ........... .... ......... '" ... ...................... ..6
ARTICLE
IV
Section 4.01.
Consideration. ............................ ............... ....... ..... ......... ...... ......... .... .....7
Section 4.05. Section 4.06.
Covenant to Request Appropnations .... .................................................8 Limitations on Liability .........................................................................8 Unconditional Obligation.......................................................................9 Payment..................................................................................................9 Nonappropnation .................................................................................10 Purchase Option and Prepayment of Pnncipal Component
of Base Rentals in Whole........ ......... ..... ...... .... ... ..... ......... ..... ... ............1 0
ARTICLE
ACQUISITION OF THE PROPERTY; TITLE .... ...............................................11
Section 5.01. Section 5.02. Section 5.02. Section 5.03.

ARTICLE
Condition Precedent to Performance of the Lease ...............................11 Title to the Leased Property .................................................................12 Propert Closing ..................................................................................12
13
VI
MAINTENANCE AND OPERATION .............:................................................13
Maintenance and Operation .................................................................13 Condition of the Leased Propert ........................................................14
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Lease-Puchase Agreement
SECTION
PAGE
Section 6.03.

Section 6.06.
Loss and Damage .................................................................................15 Security System ...................................................................................15

Maintenance Assistance...... ...... .... ... ...... ...... ......... ...... .... ..... ... ... ... ...... .15
Environmental Monitonng and Compliance .......................................16

INSURANCE PROVISIONS ...........................................................................16
ARTICLE
VII
Section 7.01.
Insurance ..............................................................................................16
TAXES ........................................................................................................18
ARTICLE VIII
Section 8.01.
ARTICLE
Taxes ....................................................................................................18
ALTERATIONS,
ix
ADDITIONS AND IMPROVEMENTS ....................................19
Alterations, Additions and Improvements to the Leased

Propert ................................................................................................19
Title to Alterations, Additions and Improvements ..............................19 Lessee's Equipment .............................................................................19

DAMAGE OR DESTRUCTION; CONDEMNATION .........................................20
ARTICLE
X
Section 10.01.
Damage, Destruction and Condemnation ............................................20

ASSIGNMENTS ......................................................................;.....................20
ARTICLE
xi
Section 11.03.
Assignments or Delegations by Lessee................................................20 Assignments or Delegations by Lessor ................................................21 Sublease by Lessee ..............................................................................21
REPRESENTATIONS, COVENANTS AND WARRANTIES ..............................21
ARTICLEXn
Section 12.01.
Representations, Covenants and Warranties of the Lessee..................21

Indemnification by Lessor.... ..... ... ... ..... ........ ... ..... ............ .......... .........22 Representations, Covenants and Warranties of the Lessor ..................23 Indemnification by Lessor ........ .... ... ..... .... ... ..... ... ..... ..... ........... .... .......24
AMENDMENTS ...........................................................................................25
Section 12.02
Section 12.03.
Section 12.04.
ARTICLE Xin
Section 13.01.
Amendments, Changes and Modifications ....................................... ...25

RIGHT OF ENTRY; QUIET ENJOYMENT ......................................................25
ARTICLE
xiv
Right of Entry ..................................................................................... .25 Covenant of Quiet Enjoyment ......... ..... ............ ... .......... ............. ....... ..25
EVENTS OF TERMINATION; REMEDIES ......................................................25
ARTICLE
XV
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SECTION
PAGE

Section 15.04.
Events of Termination Defined............................................................25

Remedies .... .... ............... ... ..................... .... ..... ......... ... ...... ..... ... ... ... ..... .27
Surrender of Leased Property. .......... .... .......... ....... .................... .... .... ..27
Limitations on Remedies .. ...... ... ......... ... .... ....... .................. ...... ... ..... ...27
Remedies Cumulative ..........................................................................27 Waiver..................................................................................................27

MISCELLANEOUS ................. ........ ......... .... ............. ..... ... .................... .... ....28
ARTICLE
XVI
Section 16.01.
Notices .................................................................................................28 Governing Law............... ........ .............. ................ ................ ......... ......28
Survival ................................................................................................28
Section 16.04.
Section 16.05.
Execution in Counterparts....................................................................28
Severability. .................... ........... ........... ................ ........ ..... ........ .... .... ..29
Section 16.06.
Successors and Assigns; Third Party Beneficiaries .............................29 Limitation of Warranty ........................................................................29
Captions and Headings......... .... ........ .... ... ....... ... ... ........ ..... ............ ......29
Section 16.09.
Section 16.10.
Net Lease ............................................................................................ .29
Exhibits ................................................................................................29
No Merger ............................................................................................29 Further Assurances...............................................................................29 Construction............... .... ... ...... ..... ....... .............. ........................... ..... ...29
Section 16.11.
Section 16.14.
Section 16.15.
Brokers.................................................................................................30
Entire Agreement. ........... ........ ...... ........ ........ ........ ......... ............ ..... .....30
Signatures .......................................................................................................................................31
Acknowledgments..........................................................................................................................32
EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G
Descnption of Real Property Description of Excluded Property Form of Special Warranty Deed Use Agreement Memorabilia Bil of Sale Form of Personal Property Bill of Sale Maintenance Assistance Description
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LEASE-PURCHASE AGREEMENT
THIS LEASE-PURCHASE AGREEMENT (the "Lease") is entered into as of Apnl 19,2011 by and between the BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH, in its
capacity as lessor and seller hereunder (in such capacity, the "Lessor" and in its separate
capacity, the "Board"), a Utah body corporate whose mailing address is 2500 South State Street,
Salt Lake City, Utah 84115, and the CITY OF SOUTH SALT LAKE, UTAH, in its capacity as lessee
and buyer hereunder (in such capacity, the "Lessee" and in its separate capacity, the "City"), a municipal corporation of the State of Utah whose mailing address is 220 East Morns Avenue (2430 South), South Salt Lake, Utah 84115-3200.
WITNESSETH:
WHEREAS, the Lessee desires to lease with an option to purchase and acquire (a) certain
real property situated in South Salt Lake City, Salt Lake County, State of Utah, located at 3305 South 500 East, consisting of approximately 26.85 acres identified as Property Tax LD.
Numbers 16-30-476-001, -002, -003, -004, -009, 16-31-226-001, -002,16-31-227-001, -002, 011, and -012, as more particularly described on Exhibit A attached hereto, together with any
buildings, structures and improvements thereon, and any and all nghts and appurtenances
pertaining thereto, including, but not limited to, all easements, privileges, entitlements, nghts of way, and other appurtenances benefiting such land (including, without limitation, the Lessor's interest in any adjacent streets, alleys, development rights, air rights and water nghts, mineral, oil and gas and other subsurface nghts, whether now owned or hereafter acquired) (collectively, the "Real Property") and (b) all equipment, fixtures, furnishings, appliances, machinery, supplies,
building systems, cabling, spare parts and any other personal property located on the Real
Propert as of January 1, 2011, excluding, however, the Excluded Property as herein defined
(subject to the exclusion of such Excluded Property, the "Personal Property" and, together with
the Real Propert, the "Property"), all to serve Permitted Public Purposes (as herein defined) for
the performance of essential governmental functions on behalf of the City; and

WHEREAS, the Lessor is willing to lease the Propert to the Lessee, and to grant to the
Lessee an option to purchase the Property, upon the terms and conditions and for the Permitted Public Purposes as set forth herein; and
WHEREAS, the Lessor is empowered to enter into this Lease pursuant to applicable Utah
law, including particularly Sections 53A-2-403(1), 53A-3-41(3) and 53A-3-402(3), Utah Code Annotated 1953, as amended; and
WHEREAS, the Lessee is empowered to enter into this Lease pursuant to applicable Utah
law, including particularly Sections 53A-2-403(1) and 1O-8-2(1)(a)(iii), Utah Code Annotated 1953, as amended;
Now THEREFORE, for and in consideration of the mutual promises and agreements herein
contained, the Parties hereto agree as follows:
ARTICLE
DEFINITIONS
Section 1.01. Definitions. The following words and phrases shall have the following
meanings for all purposes of this Lease:
"Additional Rentals" means the amount or amounts payable by the Lessee pursuant to Section 4.01(b) hereof.
"Base Rental Payment Date" means the dates on which Base Rentals are due as
descnbed in Section 4.01(a) hereof.
"Base Rentals" means the amount or amounts (compnsing a principal component and an interest component) payable by the Lessee pursuant to Section 4.01(a) hereof in consideration of the use and enjoyment of the Leased Property during the term of this Lease, on the dates and in the amounts as set forth in Section 4.01(a) hereof.
"Board" is defined in the first paragraph of this Lease.
"City" is defined in the first paragraph of this Lease.
"Closing Date" means Apnl 19,2011, which is the date on which the Propert becomes subject to this Lease and the Lessee becomes obligated for the payment of Rentals hereunder
pursuant to Section 4.01(a) hereof.
"Event of Termination" means one or more of the events descnbed in Section 15.01
hereof.
"Event of Nonappropriation" means a nonrenewal of the term of the Lease by the
Lessee, determined by the failure or refusal of the City Council of the Lessee to appropnate, specifically with respect to the Lease, moneys sufficient (after taking into account any moneys legally available for such purpose) to pay the Base Rentals and reasonably estimated Additional
Rentals (calculated as provided in Section 4.01(b) hereof) for the next succeeding Renewal Term as provided herein or determined by the unavailability of such moneys for such purpose for any
other reason. The existence or nonexistence of an Event of Nonappropnation shall be
determined as of the date on which the City Council of the Lessee fails or refuses to adopt a final budget in accordance with applicable law which appropriates sufficient moneys to pay such Base Rentals and reasonably estimated Additional Rentals for the next succeeding Renewal Term as contemplated by Section 3.01 hereof or on any earlier or later date on which the Lessor receives written notice from the Lessee that the City Council of the Lessee has failed or refused to make such appropnations and that the term of the Lease wil not be renewed. Notwithstanding anything herein to the contrary, the failure or refusal of the Lessee's City Council to adopt a final
budget in accordance with applicable law on or before June 30 dunng the term of the Lease
which appropnates sufficient moneys to pay such Base Rentals and reasonably estimated
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Additional Rentals for the next succeeding Renewal Term shall constitute an Event of
N onappropriation.
"Excluded Property" means personal propert excluded from lease and sale under this
Lease as described on Exhibit B attached hereto.
"Fiscal Year" means the twelve-month penod used from time to time by the Lessee for
its financial accounting purposes, such period currently extending from July 1 to the next
succeeding June 30.
"Initial Term" shall have the meaning specified in Section 3.01 hereof.
"Lease" means this Lease-Purchase Agreement and any amendments hereto as herein provided.
"Leased Property" means the Property leased and to be leased to the Lessee pursuant
hereto.
"Lessee" means the City of South Salt Lake, Utah, a municipal corporation duly organized and existing under the laws of the State of Utah in its capacity as lessee and buyer under this Lease.
"Lessee's Counsel" means the duly appointed attorney of the Lessee, or his designee, who regularly or by special appointment represents the Lessee in legal matters.
"Lessor" means the Board of Education of Granite School Distnct, Utah, a duly organized and existing body corporate of the State of Utah in its capacity as lessor and seller
under this Lease.
"Memorabila Bil of Sale
" shall have the meaning specified in Section 5.01(i) hereof.
"Party" or "Parties" means, respectively, the Lessor or the Lessee individually, or the
Lessor and the Lessee collectively.
"Permitted Encumbrances" means, as of any particular time, (a) liens for taxes,
assessments and other governmental charges not then delinquent; (b) this Lease; (c) any liens or
encumbrances arising as a result of the actions of the Lessee during the term of the Lease;
(d) restnctions on the purposes for which the Property may be used as provided in
Section 53A-2-403(6), Utah Code Annotated 1953, as amended, and any related possibility of reverter contained in the Special Warranty Deed or otherwise provided by law; and (e) the exceptions numbered 9, 10, 11 and 12 on Schedule B-2 to the Commitment for Title Insurance issued by Metro National Title, No. 20828, dated July 6, 2010.
"Permitted Public Purpose" means (a) a county, city or town hall; (b) a park or other
open space; or (c) a cultural center or community center, all as permitted public purposes that are
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applicable to the Propert under Section 53A-2-403(6), Utah Code Annotated 1953, as currently
in effect, and any other permitted public purpose as may hereafter be provided by law.
"Personal Property" is defined in the Recitals hereto.
"Personal Property Bill of Sale" shall have the meaning specified in Section 5 .03(b)
hereof.
"Phase II Report" means the Environmental Sampling Report of Applied Geotechnical
Engineenng Consultants, Inc. dated as of January 5,2011, a copy of which has been provided to
the Lessor.
"Prepayment Price" means, as of any date of determination, an amount equal to the sum
of the aggregate pnncipal component of Base Rentals that are unpaid as of such date plus
accrued interest thereon to the Purchase Closing Date, but without any prepayment premium.
"Property" is defined in the Recitals hereto.
"Purchase Closing" shall mean the closing of the Lessee's purchase of the Property in connection with the exercise of the Purchase Option as provided in Section 5.03.
"Purchase Closing Date" means the date on which the Lessee's purchase of the Property in connection with the exercise of the Purchase Option upon payment of the Prepayment Price becomes effective in accordance with Section 4.08 hereof.
"Purchase Option" shall have the meaning specified in Section 4.08(a) hereof.
"Real Property" is defined in the Recitals hereto.

"Renewal Term" shall have the meaning specified in Section 3.01 hereof.
"Rentals" means the total amount of the Base Rentals and the Additional Rentals payable dunng the Initial Term and each Renewal Term hereunder.
"Special Warranty Deed" means the Special Warranty Deed to be executed by the
Lessor (in its capacity as grantor) in favor of the Lessee (in its capacity as grantee) with respect to the conveyance of the Property at the Purchase Closing. A form of the Special Warranty Deed is attached as Exhibit C to this Lease.
"term of this Lease" with respect to the possessory interest and other nghts and interests of the Lessee (including, without limitation, its Purchase Option under Section 4.08 hereof) means the Initial Term and any Renewal Terms as to which the Lessee exercises its option to the Lease as provided in Section 3.01 hereof. renew the term of
"Use Agreement" shall have the meaning specified in Section 5.01(h) hereof.
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Lease- Puchase Agreement
ARTICLE
II
DEMISE
Section 2.0 i. Lease and Conveyance of the Leased Property. The Lessor does hereby
lease to the Lessee, and the Lessee does hereby lease, receive and hold from the Lessor, the
Propert, subject to Permitted Encumbrances, on the terms and conditions and for the Permitted
Public Purposes herein set forth, to have and to hold for the term of the Lease. The Lessor
hereby further irrevocably grants the Purchase Option to the Lessee.
ARTICLE
III
TERM OF THE LEASE
Section 3.0i. Commencement of the Term of the Lease. The initial term of this Lease
shall commence on the Closing Date and shall expire at midnight on June 30, 2011 (the "initial Term"), subject to the Lessee's option to extend the term of this Lease for (a) one one-year
renewal term commencing July 1, 2011 and ending June 30, 2012, and (b) a final one-month renewal term commencing July 1,2012 and ending July 31,2012 (herein referred to individually
as the "Renewal Term" and collectively as the "Renewal Terms"), and subject to Section 3.02 hereof. The terms and conditions of this Lease dunng any Renewal Term shall be the same as the terms and conditions dunng the Initial Term, except that the Base Rentals wil be as specified in Section 4.01(a) hereof for each such Renewal Term. Each option to renew shall be exercised by the adoption by the City Council of the Lessee, on or pnor to June 30 of each year, of a final budget in accordance with applicable law which appropriates, specifically with respect to the
Lease, moneys suffcient (after taking into account any moneys legally available for such
purpose) to pay the Base Rentals and reasonably estimated Additional Rentals (calculated as
provided in Section 4.01(b) hereof) for the next succeeding Renewal Term as provided herein. The adoption of such final budget, after the holding of such public hearing and compliance with the procedures required by applicable law, shall automatically extend the term of the Lease for the succeeding Renewal Term without any further action required by any officers or officials of the Lessee.
The Lessee shall deliver wntten notice to the Lessor as soon as practicable, but in no event later than the expiration of the Initial Term or the then current Renewal Term, stating (if
such is the case) that the City Council of the Lessee has failed or refused to appropnate,
specifically with respect to the Lease, moneys sufficient to pay such Base Rentals and reasonably estimated Additional Rentals for the next succeeding Renewal Term and stating what actions the Lessee and its offcials propose to take with respect to the Lease, the Leased Property and any budgetary procedures for any Rentals that may thereafter accrue.
Section 3.02. Expiration or Termination of the Term of
the Lease. The term of the Lease
wil expire or terminate, as applicable, upon the first to occur of any of the following events:
(a) the expiration of the Initial Term or any Renewal Term dunng which there occurs an Event of Nonappropnation; (b) an Event of Termination and a termnation of the term of the Lease by the
-5-
Lessor as herein provided; (c) the Purchase Closing Date on which the principal component of Base Rentals that is scheduled to be paid pursuant to this Lease is prepaid in full as provided in Section 4.08 hereof; or (d) July 31, 2012, which date constitutes the day following the scheduled payment date for the pnncipal component of Base Rentals during the final Renewal Term of the
Lease.
Section 3.03. Effect on the Lessee of Expiration or Termination of the Term of the Lease.
The expiration or termnation of the term of the Lease pursuant to Section 3.02 hereof shall
terminate all obligations of the Lessee and Lessor hereunder except that the following
obligations shall not terminate except as expressly provided herein: (a) any obligation of the
Lessee to pay accrued Rentals prorated on a daily basis as provided in Section 4.04 from moneys
theretofore appropnated and available for such purpose and (b) any provision of this Lease
which is expressly designated to survive the termination of this Lease.
ARTICLE
iv
RENTALS PAYABLE
Section 4.01. Rentals Payable. The Lessee shall pay the Base Rentals and the Additional
Rentals, said amounts constituting in the aggregate the total of the annual Rentals payable under this Lease, as follows:
(a) Base Rentals. The Lessee agrees, subject to the availability of

appropnations of funds to it therefor and other moneys legally available for the purpose and subject to the limitations of Section 4.04 hereof, to pay to the Lessor as provided in
Section 4.06 hereof (i) base rental for the Initial Term, representing an interest
component, of $69,123.60 payable on July 30,2011; (ii) base rental for the first Renewal Term, representing an interest component, of $28,801.66 per month, payable in arrears beginning on July 30, 2011 and ending on June 30, 2012; and (iii) base rental for the
second Renewal Term in the amount of $8,769.301.66 payable on July 30, 2012, representing the pnncipal component of $8,740,500, plus an interest component of $28,801.66. Lessee shall be entitled to a credit of $100,000 against the pnncipal component pursuant to Section 5.01(a). The interest component of the Base Rentals represents interest at the rate of four percent (4.00%) per annum on the aggregate
pnncipal component of Base Rentals, calculated on a 30/360 day-year basis. Upon payment to the Lessor of all Rental Payments when due as provided in this subsection (a)
(including the payment to the Lessor of the amount of any offsets taken by the Lessee
under Section 6.02(b)), or upon payment of the Prepayment Pnce together with the
payment to the Lessor of the amount of any offsets taken by the Lessee under
Section 6.02(b) at any time dunng the term of the Lease, the Lessee shall be entitled to a conveyance of all right, title and interest in and to the Property (subject only to Permitted Encumbrances) as provided in Section 4.08(a) hereof.
(b) Additional Rentals. In addition to the Base Rentals hereinabove set forth,
and as part of the total Rentals during the Initial Term and each Renewal Term dunng the term of the Lease, the Lessee shall pay on a timely basis, but only from legally available
-6Lease-Puchase Agreement
funds appropnated for such purposes or otherwise legally available therefor (provided
that the Lessee shall not be obligated to seek out such additional sources), to the parties entitled thereto an amount or amounts (the "Additional Rentals") for the Initial Term or the Renewal Term to which the following items apply or relate, equivalent to the sum of
the following:
(i) the costs of maintenance, operation and repair with respect to the
Leased Property and utility charges as required under Article VI hereof;

(ii) the costs of casualty, public liability, propert damage and
workers' compensation insurance as required under Article VII hereof and the costs related to any self-insurance carried or required to be carned by the Lessee
as provided in Section 7.01(c) hereof;
(iii) the costs of taxes and governmental charges and assessments as
required under Article VIII hereof;
(iv) an amount equal to any franchise, succession, capital levy or

transfer tax, or any income, excess profits or revenue tax, or any other tax, assessment, charge or levy (however denominated), if any shall ever become due,
levied, assessed or imposed by the State of Utah or any political subdivision

thereof upon the Base Rentals payable hereunder or upon the Leased Property; and
(v) any amount of penalties and interest required to be paid on any of

the foregoing items as a result of the Lessee's failure to pay any such items when due, as required by Section 4.06 hereof.
Section 4.02. Consideration. The payments of Base Rentals and Additional Rentals
hereunder for the Initial Term and for each Renewal Term dunng the term of the Lease shall constitute the total Rentals which are payable for said term and shall be paid by the Lessee for and in consideration of the nght of use, occupancy and operation of the Leased Property, the continued quiet use and enjoyment of the Leased Property for and dunng said term and the Purchase Option granted to the Lessee pursuant to Section 4.08 hereof. The Parties hereto have agreed and determined that such total Rentals represent the fair rental value of the Leased Propert. In making such determination, consideration has been given to the benefits to the
Lessee of its nghts and interests under this Lease to acquire fee simple title in and to the Property (subject only to Permitted Encumbrances), the uses and purposes which will be served by the Leased Property during the term of the Lease and the benefits therefrom which will accrue to the Parties to the Lease and the general public by reason of the Leased Property. Base Rentals due
on July 30, 2011 wil be in consideration of the right of use, occupancy and operation of the Leased Property by the Lessee from the Closing Date to July 30, 2011. Base Rentals due on or before July 30, 2012 will be in consideration of the nght of use, occupancy and operation of the Leased Property by the Lessee from July 30,2011 to July 30,2012.
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Section 4.03. Covenant to Request Appropriations. (a) During the term of the Lease, the
Lessee covenants and agrees (i) to include in its annual tentative budget prepared by the
appropnate offcials acting on behalf of the Lessee in accordance with applicable law an item for
expenditure of an amount necessary, after taking into account any moneys then legally available
for such purpose, to pay the Base Rentals and reasonably estimated Additional Rentals
(calculated as provided in Section 4.01(b) hereof) for the Leased Property dunng the next succeeding Renewal Term, and (ii) to take such further action (or cause the same to be taken) as may be necessary or desirable to assure that the final budget submitted to the City Council of the Lessee for its consideration seeks an appropnation of moneys suffcient to pay such Base Rentals
and reasonably estimated Additional Rentals for each such Renewal Term. The first such
inclusion in the Lessee's annual tentative budget shall be made under applicable law with respect
to the tentative budget applicable to the Fiscal Year ending June 30, 2012, so that the Base
Rentals payable during the related Renewal Term and the reasonably estimated Additional
Rentals payable dunng such Renewal Term wil have been appropnated for such purpose, and subsequent inclusions in each respective tentative budget for appropriations by the Lessee shall
be made in each Fiscal Year thereafter so that the Base Rentals to be paid during the Renewal
Term dunng such Fiscal Year and reasonably estimated Additional Rentals payable during such Renewal Term will be available for such purposes as long as the City Council of the Lessee determines to approve such amount in the final budget as adopted.
(b) To effect the covenants set forth in Section 4.03(a) hereof, the Lessee hereby directs
its "budget offcer" (as such term is defined in the Uniform Fiscal Procedures Act for Utah
Cities, Section 10-6-106(11) of the Utah Code Annotated 1953, as amended), or any other offcer at the time charged with the responsibility of formulating budget proposals, to include in the tentative budget prepared annually by such budget offcer or other offcer and submitted to the City Council of the Lessee, in any year in which the Lease is in effect, items for all payments required for the ensuing Renewal Term under the Lease. It is hereby expressed as the intention
of the Lessee that the decision to renew or not to renew the term of the Lease is to be made
solely by the City Council of the Lessee at the time it considers for adoption the final budget for
each of its Fiscal Years and corresponding Renewal Terms under the Lease, and not by any
offcial of the Lessee, acting in his or her individual capacity as such. In this connection, the
Lessee hereby covenants and agrees that such budget officer or other officer shall not amend, modify or otherwise change the appropnations made in any finally adopted budget for the payment of any Rentals without the express pnor approval of the City Council of the Lessee.
Section 4.04. Limitations on Liabilty. (a) Notwithstanding any other provision of this
Lease, nothing herein shall be construed to require the City Council of the Lessee to appropnate any money to pay any Rentals hereunder, or to exercise the Purchase Option. If the Lessee fails to pay any portion of the Rentals which are due hereunder or an Event of Termination hereunder
or an Event of Nonappropnation occurs, then within ninety (90) days of Lessee's receipt of
written notice from the Lessor terminating this Lease, or within ninety (90) days of Lessee's
providing wntten notice to Lessor of an Event of Nonappropnation, the Lessee shall quit and vacate the Leased Property in accordance with the schedule therefor provided by the Lessee to the Lessor in accordance with Section 4.07(b) hereof, and its obligation to pay any Rentals (except for Rentals theretofore appropriated and then available for such purpose, prorated on a daily basis through the date of Lessee's vacating the Leased Property) shall thereupon cease, it
being understood between the Parties that neither the State of Utah nor any political subdivision thereof, except the Lessee as provided herein, is obligated to pay any Rentals due to the Lessor
hereunder. Should the Lessee fail to pay any portion of the required Rentals and then fail to quit
and vacate the Leased Property to the extent required, the Lessor in accordance with this Lease may bnng legal action to evict the Lessee from the Leased Propert (but not for money damages except as hereinafter provided) and commence proceedings to repossess the Leased Propert and
exercise its remedies under this Lease. The Lessee hereby agrees to pay as damages for its failure to quit and vacate the Leased Property upon termination of the Initial Term or the then current Renewal Term, as the case may be, in violation of the terms hereof, an amount equal to the Base Rentals otherwise payable dunng such penod prorated on a daily basis and any
reasonable Additional Rentals attnbutable to such penod on the basis of the services provided.
No judgment may be entered against the State of Utah or any political subdivision of the State of Utah for failure to pay any Rentals hereunder, except to the extent that the Lessee has theretofore incurred liability to pay any such Rentals through its actual use, occupancy and operation of the
Leased Property, or through its exercise of an option that renews the Lease for an additional
Renewal Term for which moneys have been appropriated, or is otherwise obligated to pay such
Rentals pursuant to Section 1O.01(a) hereof.
(b) The Rentals constitute current expenses of the Lessee, and the Lessee's obligations
hereunder are from year to year only and do not constitute a mandatory payment obligation of
the Lessee in any ensuing Fiscal Year beyond the then current Fiscal Year. No provision hereof
shall be construed or interpreted as creating a general obligation or other indebtedness of the
State of Utah or any political subdivision of the State of Utah within the meaning of any
constitutional or statutory debt limitation. Neither the execution, delivery and performance of the Lease directly or indirectly obligates the Lessee to make any payments hereunder beyond
those appropriated for the Lessee's then current Fiscal Year; provided, however, that nothing
herein shall be construed to limit the nghts of the Lessor to receive any amounts which may be realized upon the exercise of the Lessor's remedies available pursuant to this Lease.
Obligation. Subject to Section 4.04 and Section 4.08(a), the Lessee hereby agrees that its obligation to pay the Base Rentals and Additional Rentals from legally available funds appropnated for such purpose (a) shall be absolute and unconditional, (b) except as expressly herein provided, shall not be subject to any defense or any nght of setoff,
Section 4.05. Unconditional
counterclaim or recoupment arising out of any breach by the Lessor of any obligation to the Lessee, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the Lessee by the Lessor and (c) shall not terminate or abate as a result of destruction of or
damage to the Leased Property, or condemnation of all or part of the Leased Property.
Notwithstanding any dispute between the Lessee and the Lessor hereunder, the Lessee shall pay all Base Rentals when due and shall not withhold payment of any Base Rentals pending the final
resolution of such dispute. In the event of a determination that the Lessee was not liable for payment of such Base Rentals or any portion thereof, said payments or excess of payments, as
the case may be, shall be credited against subsequent payments of Base Rentals due hereunder
or, at the direction of the Lessee, delivered to the Lessee.

Section 4.06. Payment. Each Base Rental payment shall be paid in lawful money of the
United States of Amenca, in funds which shall be immediately available on the Base Rental
Payment Date on which they are due. Each Base Rental payment shall be paid at the Lessor's office at the address identified in the first paragraph of this Lease or at such other place as may be provided by the Lessor to the Lessee in accordance with this Lease. Each Additional Rental payment shall be paid in lawful money of the United States of America at the appropnate offce as designated by the respective payees entitled to receive such Additional RentaL. Each Base Rental payment and each Additional Rental payment which is not paid when due shall bear interest at the lesser of the rate of eight percent (8.00%) per annum or the maximum rate permitted by law from the date on which the Base Rental payment or Additional Rental payment, as the case may be, becomes due until the same is paid.
Section 4.07. Nonappropriation and Termination. (a) In the event that sufficient funds (i) are not appropriated by the City Council of the Lessee pnor to the beginning of any Renewal
Term for the payment of thease Rentals on the Base Rental Payment Dates and reasonably
estimated Additional Rentals payable dunng such Renewal Term, or (ii) are otherwise not legally available for such purpose, then an Event of Nonappropnation shall be deemed to have occurred; provided, however, that an Event of Nonappropnation shall be deemed to have occurred on any earlier date on which the Lessor receives written notice from the Lessee pursuant to Section 3.01 hereof to the effect that the City Council of the Lessee has determined by offcial action not to
renew the term of the Lease for the next succeeding Renewal Term. An Event of
Nonappropnation shall also be deemed to have occurred if, during the Initial Term or any Renewal Term, any Additional Rentals shall become due which were not included in the Lessee's final budget adopted by the City Council of the Lessee, or which exceed the amount
included in such budget, and funds are not legally available to the Lessee to pay such Additional Rentals by the earlier of June 30 of the then current Renewal Term or sixty (60) days after the date on which such Additional Rentals are due. If an Event of Nonappropriation shall occur, the Lessee shall not be obligated to make payment of the Base Rentals or Additional Rentals
provided for herein beyond the termination date, except for the Lessee's obligation to pay Rentals which are payable prior to the termination of the Lease; provided, however, that the
Lessee shall continue to be liable for the amounts payable pursuant to Section 4.04(a) hereof
dunng such time when the Lessee continues to use, occupy and operate the Leased Propert.
The Lessor may, upon the occurrence of an Event of Nonappropriation, have all rights and remedies to terminate this Lease and take possession of the Leased Property and evict the Lessee therefrom.
(b) The Parties hereto agree that, upon notice of termination by the Lessor due to the occurrence of an Event of Termination, the Lessee shall have all responsibility for va.cating the Leased Property and shall vacate the Leased Property within ninety (90) day of such notice. Within ten (10) days after notice of a termination by the Lessor due to the occurrence of an Event of Nonappropnation or an Event of Termination, the Lessee shall provide the Lessor with a timetable for vacating the Leased Property.
Section 4.08. Purchase Option and Prepayment of Principal Component of Base Rentals
in Whole. (a) The Lessor hereby expressly grants to the Lessee the right, at the Lessee's option, to purchase all nght, title and interest in the Property (subject only to Permitted Encumbrances) by prepaying the pnncipal component of Base Rentals in whole at any time at the Prepayment Pnce (together with the payment to the Lessor of the amount of any offsets taken by the Lessee
under Section 6.02(b)) determined as of the Purchase Closing Date (the "Purchase Option"). The Lessee shall not be entitled to prepay the pnncipal component of Base Rentals in part. To exercise the Purchase Option granted under this Section 4.08, the Lessee shall give the Lessor a written notice exercising such option and designating the Purchase Closing Date on which such purchase and prepayment are to be effective and the applicable Prepayment Price, which notice shall be delivered to the Lessor at least thirty (30) days in advance of the proposed Purchase Closing Date. The Purchase Option herein granted may be exercised by the Lessee whether or
not one or more non-monetary Events of Termination under Sections 15.01(e), (f) or (g) have
occurred and are then continuing at the time of such exercise; provided, however, that the
purchase of the Property upon the exercise of such option during the continuance of an Event of Termination shall not limit, reduce or otherwise affect monetary liabilities or obligations that the Lessee has incurred as a result of such Event of Termination, which shall survive the Purchase Closing.
(b) Upon exercise of the Purchase Option and payment of the Prepayment Price
(together with the payment of the amount of any offsets taken by the Lessee under
Section 6.02(b)) to the Lessor as provided in Section 4.08(a), the Lessee shall be entitled to a conveyance of all right, title and interest in and to the Property (subject only to Permitted Encumbrances) as provided in Section 5.03 hereof. The Purchase Closing, and the rights and obligations of the Lessor and the Lessee in connection therewith, shall be governed by Article V of this Lease.
ARTICLE
CONDITIONS TO LEASE AND PROPERTY CLOSING; ACQUISITION OF THE PROPERTY
Section 5.01. Condition Precedent to Performance of the Lease. As a condition to

performance by the Lessor and the Lessee of any of their respective obligations under this Lease, there shall be or have been delivered to the Lessor and the Lessee the following:
(a) evidence that the Lessee has paid to the Lessor $100,000 as a non-
refundable down payment to be credited toward the payment of the pnncipal component of Base Rentals;
(b) a copy, duly certified by the City Recorder of the Lessee, of the resolution
adopted and approved by the City Council of the Lessee authorizing the execution and delivery by the Lessee of the Lease;
(c) a copy, duly certified by the Business Administrator of the Lessor, of the
resolution adopted and approved by the Board authorizing the execution and delivery by the Lessor of this Lease, the Special Warranty Deed, the Use Agreement and the Bil of Sale;
(d) evidence that the insurance required by Article VII of this Lease has been
obtained;
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(e) a written opinion of Lessee's Counsel, addressed to the Lessor, as to the due organization and existence of the Lessee; the due authonzation, execution and
delivery of the Lease by the Lessee; the legal, valid and binding nature of the Lease as against the Lessee (subject to customary exceptions); and such other matters as may be reasonably required by the Lessor and its counselor financial advisor;
(f) a wntten opinion of Chapman and Cutler LLP, special counsel to the
Lessee, addressed to the Lessor, as to the enforceability of the Lease against the Lessee in accordance with its terms (subject to customary exceptions), which opinion may expressly rely on the opinion of Lessee's Counsel as to the due authonzation, execution and delivery of the Lease as against the Lessee;
(g) a wntlen opinion of counsel to the Lessor, addressed to the Lessee, as to
the due organization and existence of the Lessor; the due authorization, execution and
delivery of the Lease by the Lessor; the legal, valid and binding nature of the Lease as against the Lessor (subject to customary exceptions); and such other matters as may be reasonably required by the Lessee and its counselor financial advisor;
(h) an executed use agreement in the form of Exhibit D attached hereto (the
"Use Agreement") granting to Granger High School and Olympus High School rights to use portions of the facilities on Leased Property during the term of the Lease as descnbed therein; and
(i) an executed bil of sale in the form of Exhibit E attached hereto (the
"Memorabila Bil of Sale") transfernng the memorabilia of Granite High School from
the Board to the City and granting to the Distnct the nght to repurchase such
memorabilia on the terms descnbed therein.

Section 5.02. Title to the Leased Property. Dunng the term of this Lease, all right, title
and interest in and to the Leased Property shall be and remain vested in the Lessor, subject to the
leasehold estate herein created in favor of the Lessee and the other terms and conditions of this Lease including (without limitation) the Lessee's Purchase Option. The Lessor shall at all times
protect and defend, at its own cost and expense, its title in and to the Leased Property from and
against all claims, liens and legal processes of its creditors, and keep all of the Leased Property free and clear of all such claims, liens and processes (other than Permitted Encumbrances).
Section 5.03. Purchase Closing. (a) Upon payment of the Base Rentals (including the
principal and
accrued interest components thereof) when due in accordance with Section 4.01(a)
hereof or purchase of the Property by the Lessee upon exercise of its Purchase Option, the Lessee shall be entitled to an immediate conveyance by the Lessor of all nght, title and interest
in and to the Property pursuant to the Special Warranty Deed subject only to Permitted
Encumbrances.
(b) On the Purchase Closing Date determined in accordance with Section 4.08(a), the
Lessor shall execute and deliver to the Lessee (i) the Special Warranty Deed; (ii) a standard
Owner's ALTA Standard Coverage Form Policy of Title Insurance issued by the Title Company
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in the amount of $8,740,500.00, insunng marketable fee title to the Property subject only to Permitted Encumbrances; (iii) a bil of sale for the Personal Property in substantially the form of
Exhibit F attached hereto (the "Personal Property Bil of Sale "); and (iv) such further
instruments, terminations, notices and documents as the Lessee may reasonably request to
confirm in the Lessee free and unencumbered title in and to the Propert subject only to
Permitted Encumbrances.
(c) On the Purchase Closing Date, the Lessee shall execute and deliver to the Lessee (i) the Prepayment Price by wire transfer of immediately available funds and (ii) such further
instruments, terminations, notices and documents as the Lessor may reasonably request.
(d) The costs associated with the Closing shall be paid as follows: (i) Lessor and Lessee shall each pay one-half (1/2) of any and all recording and escrow fees charged by the Title Company, and all other standard costs related to the Closing not descnbed below; (ii) Lessor
shall pay the premium for the standard title policy; (iii) Lessee shall pay the cost of any extended
coverage or endorsements to the title policy; and (iv) Lessor and Lessee each pay their own
respective attorneys' and consultants' fees.
Section 5.04. "AS is" Purchase. Except as provided in Section 6.06, the Lessor makes
no warranties or representations concerning the Property other than regarding the Lessor's
ownership of and title to the Property as provided in this Lease. Except as provided in Section 6.06, the Lessor makes no warranties or representations concerning the environmental condition of the Property and the Lessee's purchase of the Propert will be on an "AS is'' basis, based
solely on the Lessee's own due diligence, examination and investigation. The Lessee acknowledges that the Lessee is acquinng the Property in an "AS is'' condition, without
representation or warranty of any kind or nature from the Lessor, or its agents or representatives, as to its physical or other condition, except for such limited warranties as are given pursuant to the Special Warranty Deed or otherwise expressly provided in this Lease. Notwithstanding any other provision of this Lease, the Lessor shall repair the leak in the swimming pool pnor to May
31,2011.
ARTICLE VI
MAINTENANCE AND OPERATION
Section 6.01. Maintenance and Operation. (a) Except as provided in the Use Agreement,
the Lessee shall, at its own expense, (i) be responsible for the maintenance, repair, management
and operation of the Leased Property, and (ii) provide or cause to be provided and paid all custodial service, janitor service, power, gas, telephone, light, heating and water, and all other
public utility services. Notwithstanding the foregoing, Lessee, in its sole discretion, may
determine to forego maintenance and repairs of portions of the Leased Property that Lessee will no longer use; provided that the Lessee shall continue to be responsible for maintaining liability
insurance on any such unused portons of the Leased Property. Promptly following the Closing
Date, the Lessee shall transfer all utilities into the name of the Lessee.
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(b) It is understood and agreed that in consideration of the payment by the Lessee of the
Rentals herein provided for, the Lessor is only obligated to provide the Leased Propert in the manner, at the times and to the extent herein provided, and the Lessor shall not have any
obligation to incur any expense of any kind or character in connection with the management, operation, maintenance or repair of the Leased Propert during the term of the Lease. Dunng the
term of the Lease, the Lessee shall keep the Leased Property and any and all improvements
thereto and thereon free and clear of all liens, charges and encumbrances, except those caused or consented to by the Lessor and Permitted Encumbrances.
(c) Notwithstanding anything in this Lease to the contrary, during the term of the
Lease, the Lessor shall keep the Leased Propert and any and all improvements thereto and
thereon free and clear of all liens, charges and encumbrances, except those caused or consented to by the Lessee and Permitted Encumbrances.
Section 6.02. Condition of the Leased Property. (a) Except as provided in
Section 6.02(b) and 6.02(c), there shall be no allowance to the Lessee for a diminution in or abatement of Rentals and no liability on the part of the Lessor by reason of inconvenience, annoyance or injury to government operations ansing or resulting from the condition of the Leased Property, and no liability upon the Lessor or allowance for a diminution in or abatement of Rentals for failure of the Lessor or others to make any repairs, alterations, additions or improvements in or to any portion of the Leased Propert, or in or to the fixtures, appurtenances or equipment thereof. The Lessor shall not be liable for, any loss or damage to the Leased
Propert caused by vermin, rain, snow, liquids and semi-liquids or from storms that may leak into or flow from any part of the Leased Property through any defects in its roof, walls, windows,
ceilings, plumbing or from any other source, or caused by any latent defect in the Leased
Propert or its equipment.
(b) Notwithstanding any other provision of this Lease, the Lessee shall be entitled to
offset up to $300,000 of Base Rentals against actual expenses paid or contracted to third parties by the Lessee for labor, materials and services used in the improvement, repair, remediation, and replacement of Leased Property buildings, building systems, and other capital costs related to the
Leased Property; provided, however, that such offsets shall not reduce the Prepayment Pnce and
shall be added to the final Base Rental due July 30, 2012, it being the intent of the Parties that upon an Event of Termination or an Event of Nonappropnation, or any other expiration or termination of this Lease, such offset shall not be required- to be repaid by the Lessee, but that upon the exercise of the Purchase Option, the amount of such offset shall be included and paid as part of the Prepayment Price or as part of the final Base Rental amount.
(c) Notwithstanding any other provision of this Lease, and as part of the consideration for the Use Agreement, the Lessor shall perform and complete, at the Lessor's sole cost and expense, all improvements, repairs or replacements of those portions of the Leased Premises which the Lessor deems necessary, or which are required by applicable law, for the use of the
Leased Premises by the Lessor or its designees pursuant to the Use Agreement. These
improvements, repairs and replacements may include (by way of example only, and not as either a requirement or a comprehensive list) the following: leaks in the swimming pool, resurfacing of track and tennis courts, replacement of nets, repair or addition of bleachers, repair or addition of
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fencing and dugouts, repair or addition of lockers, repair of necessary restroom and changing facilities, repair of parking facilities, and repair or modifications to fields. The Lessor shall not be responsible for structural repairs of buildings such as roofs, windows, and entrances. All
work performed by the Lessor or its contractor, representatives and employees shall be
performed in accordance with applicable laws. All such improvements, repairs and replacements
shall become part of the Leased Premises and upon the Purchase Closing shall become the
property of the Lessee without furter payment or consideration.
(d) The Lessee shall be entitled to take exclusive possession of the Leased Propert on the Closing Date. The Lessee's taking possession of the Leased Propert or any portion thereof shall be conclusive evidence against the Lessee that the Leased Property or such portion thereof was in condition satisfactory to the Lessee when the Lessee took possession thereof; provided, however, that the Lessee's taking possession as herein provided shall be without prejudice to any
nghts against third parties which exist at the date of taking such possession or which may
subsequently come into being. Except as provided in Section 6.02(c) and except for the removal
of Excluded Property as provided in Exhibit B, no promise of the Lessor to alter, remove,

improve or clean the Leased Propert and no representation respecting the condition of the Leased Property have been made by the Lessor to the Lessee.
Section 6.03. Loss and Damage. All of the Lessee's personal property of any kind that may be on or about the Leased Property or placed in the custody of any of the Lessee's
employees or agents shall be held at the sole nsk of the Lessee, and the Lessor shall have no liability to the Lessee or any third party for any theft or loss thereof or damage thereto from any cause whatsoever. All of the Lessor's or Lessor's designees' or representatives' personal propert of any kind that may be on or about the Leased Property shall be left or stored on the
Leased Premises at the sole risk of the Lessor, and the Lessee shall have no liability to the Lessor or any third party for any theft or loss thereof or damage thereto from any cause whatsoever.
Section 6.04. Security System. As an accommodation to the Lessee and as part of the consideration for the Use Agreement, the Lessor will continue to monitor the security system
with respect to the Leased Property dunng the term of the Lease. Lessee shall be responsible to pay for the telephone lines necessary to operate the secunty system and cameras. Responses to alarms of the secunty system shall be directed by the Lessor to the South Salt Lake City Police Department.
Section 6.05. Maintenance Assistance. The Lessor agrees to reasonably accommodate
requests by the Lessee for assistance in the performance of operations, maintenance and repairs
on the Leased Premises during the term of the Lease, including as described on Exhibit G
attached hereto. Such assistance shall include (i) meeting with employees and/or contractors of
the Lessee at the Leased Property to explain and demonstrate regular operation, maintenance
procedures and typical repairs related to the building systems and improvements constituting part
of the Leased Property; (ii) penodically responding to inquines and requests by employees and/or contractors of the Lessee concerning historical and anticipated maintenance and repairs related to the Leased Propert; and (iii) assisting in the performance of maintenance and repairs
in the event of a failure of building systems that could reasonably be expected to result in
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material damage to the Leased Property. Each Party wil pay the expenses related to their own employees and contractors in connection with such duties.
Section 6.06. Environmental Monitoring and Compliance. The Lessee shall be liable for,
and indemnify the Lessor for, all environmental releases and violations of environmental laws with respect to the Property as a result of the actions of the Lessee dunng the term of the Lease and following the exercise of the Purchase Option. The Lessor shall indemnify the Lessee for all environmental releases and violations of environmental laws with respect to the Propert shown
in the Phase II Report. Neither Party shall assume or release the other Party for any other
environmental releases and violations of environmental laws. During the term of the Lease, the
Lessor and the Lessee will cooperate in reviewing, mutually developing, implementing and
monitoring any environmental remediatidn activities required by the State of Utah in connection with the findings of Phase II Report, including, without limitation, if necessary, placement of monitoring wells, soil removal and reporting.
ARTICLE VII
INSURANCE PROVISIONS
Section 7.01. Insurance. (a) The Lessee shall at all times maintain or cause to be maintained with responsible insurers insurance with respect to the Leased Property (valued as descnbed below) against accident to, loss of or damage to such properties. Notwithstanding the generality of the foregoing, the Lessee shall not be required to maintain or cause to be maintained any insurance which is not available from reputable insurers on the open market,
except as required by Section 7.01(c) hereof, or more insurance than is specifically referred to
below.
The Lessee shall, so long as the Lessee has possession of the Leased Property:
(i) Keep or cause to be kept a policy or policies of insurance against loss or
damage to the Leased Property resulting from fire, lightning, vandalism, malicious
mischief, not and civil commotion, and such perils ordinanly defined as "extended
coverage" and other penls as the Lessee, in its sole discretion, may determine should be insured against, and on forms and in amounts as the Lessee, in its sole discretion, may
determine, but in no event less than $1,000,000. Such insurance may be carried in
conjunction with any other fire and extended coverage insurance carned or required to be
carned by the Lessee. Lessor shall be named as an additional insured and loss payee up
to $1,000,000;
(ii) Maintain or cause to be maintained public liability insurance against
claims for bodily injury or death, or damage to property occumng upon, in or about the Leased Property, such insurance to afford protection to a limit of not less than $1,000,000 combined single limit; provided, however, that nothing herein shall be construed to require the Lessee to maintain or cause to be maintained any such public liability insurance for amounts greater than the limitations on such liability provided under the Utah Governmental Immunity Act, Chapter 30 of Title 63, Utah Code Annotated 1953, as
amended. Such insurance may be maintained under an Owners, Landlords and Tenants
policy and may be maintained in the form of a minimum $1,000,000 single limit policy
covenng all such nsks. Such insurance may be carned in conjunction with any other liability insurance coverage carried or required to be carned by the Lessee; and
(iii) Maintain or cause to be maintained workers' compensation coverage to
the extent required by law.
All insurance herein provided for shall be effected under policies issued by insurers of recognized responsibility, licensed or permitted to do business in the State of Utah, except as otherwise hereinafter provided. As of the date hereof, the Lessee carries public liability
insurance with the Utah Risk Management Mutual Association, an insurer of recognized responsibility. The Lessee may, in its discretion, insure the Leased Property under blanket
insurance policies which insure not only the Leased Propert, but other buildings as well, so long as such blanket insurance policies otherwise comply with the terms of this Section 7.01(a).
All policies or certificates issued by the respective insurers for insurance pursuant to subsections (ii) and (iii) above shall provide that such policies or certificates shall not be cancelled or materially changed without at least thirty (30) days prior written notice to the
Lessor.
The Lessee shall have no obligation to rebuild, repair or replace any portion of the Leased
Propert affected by fire, vandalism or other casualty, the Lessor hereby acknowledging that the
improvements on and Personal Property have no value to the Lessor. The Lessor shall have no obligation to rebuild, repair or replace any portion of the Leased Propert affected by fire, vandalism or other casualty. The net proceeds of any fire and extended coverage insurance shall be paid in the following order of pnonty:
First, directly and entirely to the Lessee in the event that within thirt (30) days of such casualty, the Lessee exercises, or agrees in wnting to exercise, the Purchase Option prior
to the end of the then-current term of the Lease, subject only to the conditions of
Section 4.08 of this Lease;
Second, directly to the Lessor in an amount up to $1,000,000 reasonably determined by the Lessor to be necessary to demolish and remove any affected portion of the Leased Property which the Lessee elects not to rebuild, replace or repair as provided below;
Third, directly to the Lessee in such amount as the Lessee reasonably determines
necessary to rebuild, replace and repair any affected portion of the Leased Property which
the Lessee, in its sole discretion and within thirty (30) days of such casualty, elects in
wnting to rebuild, replace or repair;
Fourth, the balance of any net proceeds remaining after the foregoing has been completed shall be paid to the Lessee free and clear of any obligations under this Lease.
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(b) Notwithstanding anything herein to the contrary, any policies of insurance that the
Lessee is required to keep or cause to be kept pursuant to Section 7.01(a) hereof may be provided through any self-insurance program of the Lessee or in which the Lessee participates with other
governmental units of the State of Utah. The Utah Risk Management Mutual Association is not
a self-insurance program within the meaning of the preceding sentence. In such event, the
Lessee shall cause the nsk manager of its self-insurance program to issue certificates of coverage to the Lessor for any such risks covered by the self-insurance program and otherwise evidencing compliance with the requirements of Section 7.01(a).
(c) To the extent that the Lessee is unable to obtain or maintain any of the insurance
required to be carned as provided in Section 7.01(a) hereof from reputable insurers on the open market at reasonable pnces therefor, the Lessee shall provide for such insurance through its selfinsurance program or through a self-insurance program in which the Lessee participates with other governmental units of the State of Utah; provided, however, that any costs and expenses
incurred by the Lessee in connection with such self-insurance program and the cost of any reserves required to fund such a self-insurance program shall be payable by the Lessee solely
from legally available moneys appropnated for such purpose and payable as Additional Rentals hereunder; and provided further, however, that any such self-insurance shall comply with the requirements of subsection (b) of this Section 7.01.
ARTICLE VIII
TAXES
Section 8.01. Taxes. (a) The Lessor and the Lessee understand and agree that the Leased
Propert constitutes public propert free and exempt from all taxation in accordance with
applicable law; provided, however, that the Lessor agrees to cooperate with the Lessee, upon written request by the Lessee, to contest any proposed tax or assessment, or to take steps
necessary to recover any tax or assessment paid. The Lessee agrees to reimburse the Lessor
from Additional Rentals for any and all costs and expenses thus incurred by the Lessor.
(b) Notwithstanding Section 8.01(a) hereof, in the event that the Leased Property or any portion thereof or any portion of the Rentals shall, for any reason, be deemed subject to taxation, assessments or charges lawfully made by any governmental body which may be secured by a
lien against the Leased Propert or any portion of the Rentals, an Additional Rental shall be paid
by the Lessee equal to the amount of all such taxes, assessments and governmental charges then due. With respect to special assessments or other governmental charges which may be lawfully paid in installments over a period of years, the Lessee shall be obligated hereunder to provide for Additional Rentals only for such installments as are required to be paid during the term of the Lease. The Lessee shall not allow any liens for taxes, assessments or governmental charges to exist with respect to the Leased Property or any portion thereof or any interest therein (including the interest of the Lessor) or the Rentals and revenues denved therefrom or hereunder, except to the extent permitted by Section 8.01(c) hereof.
(c) The Lessee may, at its expense and in its name, in good faith contest any such taxes, assessments and other charges, and, in the event of any such contest, may permit the taxes,
assessments or other charges so contested to remain unpaid during the penod of such contest and
any appeal therefrom unless by nonpayment of any such items the Leased Property (including,
but not limited to, the leasehold estate created therein pursuant to this Lease) or any essential part thereof will be subject to loss or forfeiture (in the judgment of the Lessor), in which event such taxes, assessments or charges shall be paid forthwith. The Lessor wil cooperate fully with the
Lessee in any such contest. In the event that the Lessee shall fail to pay any of the foregoing
items required by this Section 8.01 to be paid by the Lessee, the Lessor may (but shall be under no obligation to) pay the same and any amounts so advanced therefor by the Lessor shall become an additional obligation of the Lessee to the Party making the advancement, which amounts the Lessee hereby agrees to pay from Additional Rentals on demand together with interest thereon from the date thereof until paid at the lesser of eight percent (8.00%) per annum or the maximum rate permitted by law, but only from moneys appropnated and legally available for such purpose.
ARTICLE
IX
ALTERATIONS, ADDITIONS AND IMPROVEMENTS

Section 9.01. Alterations, Additions and Improvements to the Leased Property. (a) The
Lessee shall have the nght during the term of the Lease to make any alterations, additions or
improvements of any kind, structural or otherwise, as it shall deem necessary or desirable, on or

to the Leased Propert, to attach fixtures, structures or signs, and to affix any personal propert
to the improvements on the Leased Propert. Before making any alterations, additions or improvements, Lessee shall give notice to Lessor of the improvement, its anticipated cost and anticipated completion date.
(b) The Lessee will not permit any mechanic's or other lien to be established or remain against the Leased Property for labor or matenals furnished in connection with any construction, substitutions, additions, modifications, improvements, repairs, renewals or replacements so made provided that if the Lessee shall first notify the Lessor of the Lessee's intention so by the Lessee,
to do, the Lessee may in good faith contest any mechanic's or other lien filed or established
against the Leased Property, and in such event may permit the items so contested to remain
undischarged and unsatisfied dunng the penod of such contest and any appeal therefrom unless by nonpayment of any such items the Leased Property (including, but not limited to, the
leasehold estate created therein pursuant to this Lease) or any essential part thereof wil be subject to loss or forfeiture (in the judgment of the Lessor), in which event the Lessee shall promptly pay and cause to be satisfied and discharged all such unpaid items. The Lessor wil cooperate fully with the Lessee in any such contest, upon the request and at the expense of the
Lessee.
Section 9.02. Title to Alterations, Additions and Improvements. Except as provided in

Section 9.03 hereof, all such alterations, additions and improvements shall become the property of the Lessor as a part of the Leased Propert and shall be subject hereto.
Section 9.03. Lessee's Equipment. (a) All of the Lessee's fixtures, equipment and other personal property installed or placed by the Lessee in or on the Leased Propert shall remain the
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sole property of the Lessee in which the Lessor shall have no interest, and may be modified or
removed at any time by the Lessee.
(b) The title to any personal propert, improvements or fixtures placed on or in the
Leased Propert by any sublessee or licensee of the Lessee shall be controlled by the sublease or license agreement between such sublessee or licensee and the Lessee.
(c) If after the occurrence of an Event of Nonappropnation or an Event of Termination,
the Lessee moves out or is dispossessed and fails to remove any property of the Lessee at the time of such moving out or dispossession, then and in that event, the Lessor shall have the option, following not less than thirty (30) days' prior written notice to the Lessee of the Lessor's intention to exercise such option, either to regard such property as abandoned by the Lessee, in
which case such propert shall become the property of the Lessor, or shall have the right to
demand that the Lessee remove such propert from the Leased Property, and in the event of
failure of the Lessee to comply with said demand, the Lessor shall have the nght to remove, sell
or destroy such property.
ARTICLE
DAMAGE OR DESTRUCTION; CONDEMNATION
Section 10.01. Damage, Destruction and Condemnation. (a) All risk of loss for the Leased
Propert shall transfer to the Lessee on the Closing Date. If, dunng the term of the Lease, (i) the
Leased Propert or any portion thereof shall be destroyed, in whole or in part, or damaged by fire
or other casualty or event; or (ii) title to, or the temporary or permanent use of, the Leased
Propert or any portion thereof or the estate of the Lessee or the Lessor in the Leased Property or
any portion thereof shall be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority; then the Lessee shall continue to pay Base Rentals and Additional Rentals, subject to
Section 4.07(a) hereof.
(b) The Lessee shall give written notice promptly to the Lessor of the
occurrence of any event of damage to, or destruction or condemnation of, the Leased Property, which notice shall descnbe the nature and scope of any such event.
ARTICLE
XI
ASSIGNMENTS
Section 11.01. Assignments or Delegations by Lessee. Neither this Lease nor any right or
interest of the Lessee herein or in the Leased Property shall, at any time after the date hereof, without the pnor wntten consent of the Lessor in each instance, be mortgaged, pledged, assigned or transferred by the Lessee by voluntary act or by operation of law or otherwise. The Lessee
shall not delegate any of its duties or obligations under this Lease without the pnor wntten
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consent of the Lessor in each instance. Any assignment of rights or interests or delegation of
duties or obligations in violation of this Section 11.01 shall be void ab initio.

Section 11.02. Assignments or Delegations by Lessor. Neither this Lease nor any interest
of the Lessor herein or in the Leased Property shall, at any time after the date hereof, without the
pnor written consent of the Lessee in each instance, be mortgaged, pledged, assigned or
transferred by the Lessor by voluntary act or by operation of law or otherwise. The Lessor shall not delegate any of its duties or obligations under this Lease without the pnor wntten consent of
the Lessee in each instance. Any assignment of nghts or interests or delegation of duties or obligations in violation of this Section 11.02 shall be void ab initio.
Section 11.03. Sublease by Lessee. Notwithstanding Section 11.01, the Lessee shall have the nght to sublease all or any portion of the Leased Propert provided that (a) the sublessee expressly adopts each provision of this Lease and agrees to perform and be bound by all of the duties, obligations and indemnities of the Lessee hereunder, as to the applicable portion of the Leased Property, as though the sublessee were the Lessee under this Lease, (b) the sublessee agrees to use and occupy the transferred space solely for Permitted Public Purposes and otherwise in accordance with this Lease, (c) Lessee acknowledges that Lessor has the nght to
termnate any such sublease in the event Lessee is in material breach of this Agreement or fails to purchase the Propert, and (d) the Lessee acknowledges that, notwithstanding the sublease, the
Lessee remains directly and pnmarily liable for the performance of all the obligations of the
Lessee hereunder (including, without limitation, the obligation to pay all Rentals), and the Lessor shall be permitted to enforce this Lease against the Lessee or the sublessee (as to the applicable
portion of the Leased Property), or either of them, without in any way waiving any claims
against any other persons. For purposes of this Lease, the granting by the Lessee of a nght to use the Leased Property on a limited basis and for a period of less than three (3) months pursuant to the Lessee's rental and use agreement shall not be deemed a sublease.
ARTICLE
XII
REPRESENTATIONS, COVENANTS AND WARRNTIES
Section 12 .01. Representations, Covenants and Warranties of the Lessee. The Lessee hereby represents, covenants and warrants for the benefit of the Lessor as follows:
(a) The Lessee has the power and authority to enter into the transactions
contemplated by this Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Lease, and agrees that it wil do or cause to be done all things necessary to preserve and keep this Lease (to the extent herein provided and subject to the limitations expressed herein, including but not limited to the
limitations provided in Section 4.04 hereof) in full force and effect.
(b) The Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restncts or prevents the Lessee from entenng into this Lease or performing any of its obligations hereunder, except to the
-21-
extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' nghts generally.
(c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would matenally adversely affect the transactions contemplated by this Lease or any other agreement or instrument
to which the Lessee is a party and which is used or contemplated for use in the
consummation of the transactions contemplated by this Lease. All authorizations,

consents and approvals of governmental bodies or agencies required in connection with the execution and delivery by the Lessee of this Lease or any such other agreement or instrument or in connection with the carring out by the Lessee of its obligations hereunder or thereunder have been obtained.
(d) The entering into and performance of this Lease or any other document or
agreement contemplated hereby to which the Lessee is or is to be a part wil not violate any judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, secunty interest or other encumbrance upon any assets of the Lessee or on the Leased Property pursuant
to, any indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which the Lessee is a part or by which it or its assets may be bound,
except as herein provided.
(e) All requirements have been met and procedures have occurred in order to
ensure the enforceability of this Lease, and the Lessee has complied with such public
notice and other requirements as may be applicable to this Lease and the lease and
purchase by the Lessee of the Leased Propert.

(f) During the term hereof and Lessee's subsequent ownership, if any, the
Leased Propert will be used by the Lessee only for Permitted Public Purposes in the performance by the Lessee of its essential governmental functions. The City Council of the Lessee has heretofore found and determined, and the Lessee hereby finds and
determines, that the use, occupancy and operation of the Leased Property and purchase of the Leased Property as herein provided are for the benefit of the Lessee and are in the public interest.
(g) The Lessee shall comply with all applicable laws, rules, regulations,
orders, directions and requirements of all governmental departments, bodies, bureaus, agencies and officers, including, without limitation, all zoning and other laws applicable
to the Leased Property.
Section 12.02. Indemnifcation by Lessee. To the extent permitted by applicable law, the Lessee hereby agrees to protect, defend, indemnify and hold harmless the Lessor and its offcials,
offcers, employees, managers, representatives, agents, successors and assigns, from and against any liabilities, claims, losses, liens, demands, costs, expenses and causes of action of any kind or
-22Lease-Purchase Agreement
character whatsoever resulting from, relating to, ansing out of, or incurred in connection with (a) any representation or warranty made by the Lessee in this Lease that shall have been false in any material respect, (b) the material breach of any covenant made by the Lessee in this Lease, (c)
any material acts or omissions of the Lessee with respect to the Leased Propert, or any part thereof, to the extent not caused or in any way contnbuted to by the Lessor; and (d) liabilities
and obligations of the Lessee described in Section 6.06.
Section 12.03. Representations, Covenants and Warranties of the Lessor. The Lessor
hereby represents, covenants and warrants for the benefit of the Lessee as follows:
(a) The Lessor has the power and authonty to enter into the transactions
contemplated by this Lease and to carry out its obligations hereunder. The Lessor has been duly authonzed to execute and deliver this Lease and the Special Warranty Deed.
(b) The Lessor is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restncts or prevents the Lessor from entenng into this Lease or performing any of its obligations hereunder, except to the
extent that such performance may be limited by bankruptcy, insolvency, reorganization
or other laws affecting creditors' rights generally. There is no consent required from any
third part before the Propert may be conveyed to the Lessee.
(c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened
against or affecting the Lessor, nor to the best knowledge of the Lessor is there any basis therefor, wherein an unfavorable decision, ruling or finding would matenally adversely affect the transactions contemplated by this Lease, the Special Warranty Deed or any
other agreement or instrument to which the Lessor is a party and which is used or
contemplated for use in the consummation of the transactions contemplated by this

Lease. All authonzations, consents and approvals of governmental bodies or agencies
required in connection with the execution and delivery by the Lessor of this Lease, the Special Warranty Deed or any such other agreement or instrument or in connection with the carrying out by the Lessor of its obligations under this Lease, the Special Warranty Deed or thereunder have been obtained.
(d) The Lessor has good, valid and marketable title to all of the Property.
Subject only to the Permitted Encumbrances, all of the Property is held, and as of the
Purchase Closing Date wil be held, free and clear of all title defects and all liens,
pledges, claims, charges, nghts of first refusal, security interests or other encumbrances. Except as descnbed in the Phase II Report, the Lessor has not received any wntten notice of any material violation of any law, ordinance or regulation with respect to any of the
Propert or the use of the Property. The Lessor and the Lessee understand and agree that
the Lessor shall have all nght, title and interest in and to the Leased Property, subject to the annually renewable leasehold interest of the Lessee and the Purchase Option.
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(e) There are no liabilities of the Lessor pertaining to the Property (whether
liquidated or unliquidated, absolute, contingent, accrued or otherwise) except those which will be paid by the Lessor in full immediately on or before Closing Date.
(f) There are no mechanic's or matenalman's liens or similar claims or liens

now asserted against the Property for work performed or commenced prior to the Closing Date, and the Lessor shall timely satisfy and discharge any and all obligations relating to work performed on or conducted at or matenals delivered to the Propert pnor to the
Closing Date in order to prevent the fiing of any claim or mechanic's lien with respect
thereto.
(g) Lessor has a current agreement with Salt Lake County and Salt Lake
Valley Health Department for the Property to be used by those entities in the event of a public health emergency. There are no other undisclosed leases, subleases, tenancies or occupancies, or rights to occupancy or possession, in effect with respect to all or any portion of the Property as of the Closing Date.
(h) To the Lessor's actual knowledge, except for the documents previously
provided to the Lessee, there are no other documents or instruments in the possession or control of the Lessor relating to the Property that have not been delivered by the Lessor or otherwise made available to the Lessee which would matenally and adversely affect
purchase, ownership or use of the Propert.
(i) Except as descnbed in the Phase II Report, to the Lessor's actual

knowledge, the Lessor has complied in all matenal respects with all legal requirements in relation to environmental quality with respect to the Property, and the Lessor is not under investigation by any state or federal agency designed to enforce such legal requirements
with respect to the Propert.
(j) The Board has heretofore found and determined, and the Lessor hereby
finds and determines, that the sale of the Property on the terms and conditions herein provided comply with the School Distnct Surplus Lands Act, Sections 53A-2-41 et seq.
of the Utah Code Annotated 1953, as amended, and is in the interests of the Lessor's
schools.
Section 12.04. Indemnifcation by Lessor. To the extent permitted by applicable law, the
Lessor hereby agrees to protect, defend, indemnify and hold harmless the Lessee and its officials, officers, employees, managers, representatives, agents, successors and assigns, from and against any liabilities, claims, losses, liens, demands, costs, expenses and causes of action of any kind or character whatsoever resulting from, relating to, ansing out of, or incurred in connection with (a) any representation or warranty made by the Lessor in this Lease that shall have been false in any material respect, (b) the matenal breach of any covenant made by the Lessor in this Lease, (c)
any matenal acts or omissions of the Lessor with respect to the Leased Propert, or any part
thereof, to the extent not caused or in any way contnbuted to by the Lessee; and (d) liabilities
and obligations of the Lessor descnbed in Section 6.06.
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ARTICLE XIII
AMENDMENTS
Section 13.01. Amendments, Changes and Modifcations. This Lease may only be
amended, changed or modified upon mutual wntten agreement of the Lessor and the Lessee.
ARTICLE
XIV
RIGHT OF ENTRY; QUIET ENJOYMENT
Section 14.01. Right of Entr. The Lessor and its designated representatives shall have the
nght to enter upon the Leased Propert during reasonable business hours (and in emergencies at
all times) (a) to inspect the same for purposes of assunng compliance by the Lessee with its
covenants and obligations under this Lease and (b) for any purpose connected with the Lessor's
nghts or obligations under this Lease.
Section 14.02. Covenant of Quiet Enjoyment. The Parties hereto mutually covenant and
agree that the Lessee, by keeping and performing the covenants and agreements herein
contained, shall at all times dunng the term of this Lease, peaceably and quietly, have, hold and enjoy the Leased Property, subject only to Permitted Encumbrances.
ARTICLE
XV
EVENTS OF TERMINATION; REMEDIES
Section 15.01. Events of Termination Defined. Any of the following shall be an "Event of Termination" under this Lease:
(a) Failure by the Lessee to pay any Base Rentals required to be paid under
Section 4.01(a) hereof at the times specified therein as the respective due dates therefor; or
(b) Failure by the Lessee to pay any Additional Rentals during the term of this
Lease for a penod of thirty (30) days after written notice specifying such failure and requesting that it be remedied shall be received by the Lessee from the Lessor; or
(c) (i) Failure by the Lessee's City Council to approve by August 25, 2011, in
the manner required by applicable law, the holding of an election on November 8, 2011 for voter approval of municipal bonds of the Lessee in an amount sufficient to pay the Prepayment Pnce, or (ii) the subsequent failure of the voters to approve such bonds at said election; provided that the foregoing subsections (i) and (ii) shall not be an Event of Termination if the Lessee notifies the Lessor in writing within thirty (30) days of such event that the Lessee elects not to terminate this Lease and simultaneously provides to the
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Lessor a plan for the alternate financing of the Rentals for the remaining term of the
Lease; or
(d) Failure by the Lessee to vacate the Leased Property by the expiration of
the Initial Term or any Renewal Term dunng which an Event of Nonappropnation
occurs; or
(e) Failure by the Lessee to observe and perform any covenant, condition or
agreement herein on its part to be observed or performed, other than as referred to in

Section 15.01(a), 15.01(b), 15.01(c) or 15.01(d) hereof, for a penod of thirt (30) days
after wntlen notice, specifying such failure and requesting that it be remedied, shall have
been given to the Lessee by the Lessor, unless the Lessor shall agree in writing to an extension of such time pnor to its expiration; provided, however, that if the failure stated
in the notice cannot be corrected within the applicable penod, the Lessor will not
unreasonably withhold its consent to an extension of such time if corrective action is

instituted by the Lessee within the applicable penod and diligently pursued until the failure is corrected; or
(f) Any representation or warranty (i) made by the Lessee pursuant to
Section 12.01 hereof or by the Lessor pursuant to Section 12.03 hereof or (ii) contained
in any certificate delivered in connection with this Lease, shall prove to have been false or misleading in any matenal respect when made; or
(g) The entry of an order or decree in any court of competent junsdiction

enjoining, restraining or prohibiting the Lessee from consummating the conveyance of
the Leased Propert to the Lessee as contemplated by this Lease, which order or decree is
not vacated and which proceedings are not discontinued within sixty (60) days after the granting of such order or decree.
The foregoing provisions of this Section 15.01 are subject to the following limitations: (i) the obligations of the Lessee to make payments of the Base Rentals and the Additional
Rentals shall be subject to the provisions of Sections 4.04 and 4.07 of this Lease with respect to an Event of Nonappropnation; and (ii) if, by reason of Force Majeure (as such term is hereinafter defined), the Lessee shall be unable in whole or in part to carry out any agreement on its part herein contained, other than the obligations of the Lessee contained in Article IV hereof, an Event of Termination shall not be deemed to have occurred dunng the continuance of such
inability. The Lessee agrees, however, to remedy with all reasonable dispatch the cause or
causes preventing the Lessee from carrying out its agreement; provided, however, that the settlement of strikes, lockouts and other disturbances shall be entirely within the discretion of the
Lessee, and the Lessee shall not be required to make settlement of stnkes, lockouts and other disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of the Lessee, unfavorable to the Lessee. As used herein, the term "Force Majeure" shall mean, without limitation, the following: acts of God; stnkes, lockouts or other disturbances; acts of public enemies; orders of any kind of the government of the United States of Amenca or the State of Utah or any of their respective departments, agencies or officials, or any civil or military authonty; insurrections; nots; epidemics; landslides; lightning; earthquakes;
fire; storms; floods; washouts; droughts; arrests; restraints of government and people; civil
disturbances; explosions; partial or entire failure or unavailability of utilities; or any other cause or event not reasonably within the control of the Lessee.
Section 15.02. Remedies. Upon the occurrence and continuance of any Event of
Termination hereunder or an Event of Nonappropriation, the Lessor shall give notice to the Lessee to vacate the Leased Property and shall thereafter, without any further demand or notice, (i) terminate this Lease, repossess the Leased Property and evict the Lessee and any other parties in possession thereof therefrom whereupon the Lessor shall own and hold the Property free and
clear of any nght, estate or interest of the Lessee; or (ii) take any action at law or in equity deemed necessary or desirable to enforce its nghts with respect to the Leased Property and the
Lessee. Notwithstanding the foregoing, an Event of Termination pursuant to Section 15.01(c) of
this Lease shall cause an automatic termination of this Lease without further notice or other
action by the Lessor or the Lessee.
Section 15.03. Surrender of Leased Property. Upon the occurrence and continuance of
any Event of Termination or the occurrence of an Event of Nonappropnation, and followi,ng proper notice of termination of this Lease as provided in Section 15.02, the Lessee shall quit and
surrender the Leased Propert to the Lessor as herein provided.
Section 15.04. Limitations on Remedies. With the sole exception of the obligation of the
Lessee to pay Base Rentals and Additional Rentals attnbutable to any penod dunng which the Lessee shall, or shall be entitled to, use, occupy and operate the Leased Propert, or for which the City Council of the Lessee has appropriated funds for such purpose, no judgment requinng the payment of money may be entered against the Lessee by reason of any Event of Termination or an Event of Nonappropnation under this Lease. In the event the term of this Lease is terminated as a result of an Event of Termination or an Event of Nonappropnation, no deficiency judgment may be entered against the Lessee, except as otherwise expressly herein provided with respect to the Lessee's actual use, occupancy and operation of the Leased Propert as a holdover
tenant. Notwithstanding anything herein to the contrary, the Lessee shall not be under any
obligation in respect to any creditors or secunty holders of the Lessor, and no remedy or other provision herein provided shall be construed to provide any such remedy or to create or impose any such obligation.
Section 15.05. Remedies Cumulative. Subject to Section 15.04, the nghts and remedies
given or reserved herein to the Lessor are and shall be deemed to be cumulative, and the exercise of any shall not be deemed to be an election excluding the exercise at any other time of a
different or inconsistent nght or remedy or the maintenance of any action either at law or in
equity.
Section 15.06. Waiver. The delay or failure of any Part to this Lease at any time to insist
in anyone or more instances upon a stnct performance of any covenant of this Lease or to exercise any right, remdy, power or option herein granted or established by law, shall not be
construed as an impairment of or a waiver or a relinquishment for the future of such covenant, nght, remedy, power or option, but the same shall continue and remain in full force and effect, and if any breach shall occur and afterwards be compromised, settled or adjusted, this Lease
-27-
Lese-Puchase Agreement
shall continue in full force and effect as if no breach had occurred unless otherwise agreed. The receipt and acceptance by the Lessor of any Rentals, in whole or in part, with knowledge of the breach of any term, covenant or condition hereof, shall not be deemed a waiver of such breach, and no waiver of any provision hereof shall be deemed to have been made unless expressed in writing and signed by the Lessor.
ARTICLE
XVI
MISCELLANEOUS
Section 16.01. Notices. All notices, statements, demands, requests, consents, approvals,
authorizations, offers, agreements, appointments or designations hereunder by either Party to the

other shall be in wnting and shall be sufficiently given and served upon the other Part, if sent
by United States registered mail, return receipt requested, postage prepaid and addressed as
follows:
If to the Lessor:
Granite School District, Property and Safety Management 2500 South State Street Salt Lake City, Utah 84115 Attention: Kieth C. Bradshaw
With a copy to: John E. S. Robson Fabian & Clendenin
215 South State Street, Suite 1200
Salt Lake City, Utah 84111-2323 Fax: (801) 596~2814

If to the Lessee:
City of South Salt Lake 220 East Moms Ave. (2430 South) South Salt Lake, Utah 84115-3200 Attention: Lyn L. Creswell, City Attorney
Section 16.02. Governing Law. This Lease is made II the State of Utah under the
Constitution and laws of such State and is to be so construed.
Section 16.03. Survival. The provisions of Sections 4.04, 5.03,6.06, 12.02, 12.04, 15.04,
16.07 and 16.14 shall survive the expiration or termination of this Lease.
Section 16.04. Execution in Counterparts. This Lease may be simultaneously executed in
any number of counterpart, each of which when so executed shall be deemed to be an onginal, but all together shall constitute but one and the same Lease, and it is also understood and agreed
that separate counterpars of this Lease may be separately executed by the Lessor and the Lessee,
all with the same full force and effect as though the same counterpart had been executed
simultaneously by the Lessor and the Lessee.

Section 16.05. Severabilty. If anyone or more of the terms, provisions, promises,
covenants or conditions of this Lease, or the application thereof to any person or circumstance,
shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason
jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Lease, and the application thereof to other persons or
whatsoever by a court of competent
circumstances, shall not be affected thereby and shall be valid and enforceable to the fullest
extent permitted by law.
Section 16.06. Successors and Assigns; Third Party Beneficiaries. This Lease and the
covenants, conditions and agreements herein contained shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties hereto.
Section 16.07. Limitation of Warranty. The Lessor makes no warranties except those
warranties or representations expressly made by the Lessor in this Lease.
Section 16.08. Captions and Headings. The captions and headings used throughout this
Lease are for convenience of reference only, and the words contained therein shall not be
deemed to affect the meaning of any provision or the scope or intent of this Lease, nor in any way affect this Lease.
Section 16.09. Net Lease. This Lease shall be deemed and construed to be a "net lease,"
and the Lessee hereby agrees that the Rentals provided for herein shall be an absolute net return to the Lessor free and clear of any expenses, charges or setoffs whatsoever, except as otherwise specifically provided herein.
Section 16.10. Exhibits. All exhibits attached to this Lease are incorporated herein by
reference and are an integral part of this Lease.
Section 16.11. No Merger. No merger of the covenants, conditions and terms hereof shall
occur upon the transfer of the Property to the Lessee on the Purchase Closing Date, no
abrogation of any of the provisions of this Lease being intended by the Parties hereto.
Section 16.12. Further Assurances. Each of the Parties hereto shall execute and deliver
any and all additional papers, documents, and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder and to carry out the intent of the Parties hereto.
Section 16.13. Construction. Any use herein of the term "including" shall mean
"including without limitation." All Parties to this Lease and their counsel have reviewed and have had the opportunity to revise this Lease, and the normal rule of construction to the effect
that any ambiguities in this Lease are to be resolved against the drafting Party shall not be employed in the interpretation of this Lease.
-29-
Section 16.14. Brokers. The Parties hereto acknowledge that no person or entity is entitled
to any commission as a result of this Lease or the transaction the subject of this Lease.
Accordingly, the Lessor and the Lessee shall each indemnify the other with respect to any claims
for any fees or commissions made or claimed by any person or entity with whom such part
dealt in connection with the transactions contemplated by this Lease.
Section 16.15. Entire Agreement. This Lease, together with the Exhibits attached hereto, constitutes the entire understanding and agreement of the Parties with respect to the subject
matter hereof.
(Signature page follows.)
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IN WITNESS WHEREOF, the Lessor and the Lessee have caused their respective names to
be signed hereto by their respective offcers hereunto duly authorized, all as of the day and year first above wntten.
LESSOR:
BOARD OF EDUCA nON OF GRANIE SCHOOL DISTRICT, DT AH

?
ArrEST:
By Bu!11!!
LESSEE:
CIT OF SOUT SALT LA, UT~
By ~ W
Mayor
COUNTERSIGN AND ArrEST:
BY~)
order
ATTORNEY ApPROVAL:
To Form and Legality
City Attorney
A ~. Q. .a e: ~
-31Lease-Purchase Agrement
Date /1 APR.,L 201 I
ACKNOWLEDGMENTS
STATE OF UTAH )
: SS.
COUNTYOFSALTLAKE )
On the ft day of ltn'l_ , 2011, Gayleen Gandy and David F. Garett personally
appeared before me and did say that they are the President of the Board of Education and Business Administrator, respectively, of Granite School Distrct, Utah, the governmental body
described in, and which executed, the foregoing instrment, and that such instrment was signed
on behalf of the Board of Education by such officers, by authority of a duly adopted resolution of
the Board of Education.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal on the day and year
in this certificate first above written.
, Utah
-32-
IN WITNESS WHEREOF, the Lessor and the Lessee have caused their respective names to
be signed hereto by their respective officers hereunto duly authonzed, all as of the day and year first above wntten.
LESSOR:
BOARD OF EDUCATION OF GRANITE SCHOOL
DISTRICT, UTAH
By
President of Board of Education

ATTEST:
By
Business Administrator
LESSEE:
crfY OF SOUTH SALT LAKE, UTA~
By CM W
Mayor
l
By ac2 Corder
ATTORNEY ApPROVAL:
~. C.
City Attorney
.l A e
-31Lease- Purchase Agreement
Date L'I APR. ii- 20/'
STATE
OF
UTAH )
: SS. COUNTY OF SALT LAKE )
SL "
On the ~ day of (l.~..y-\ \ ,2011, personally appeared before me Chene Wood
and Craig D. Burton, who, 'oing y me duly sworn (or affrmed), did say that they are the Mayor and City Recorder, respectively, of the City of South Salt Lake, Utah, the governmental body
descnbed in and which executed the foregoing instrument, and that said instrument was signed in
behalf of said governmental body by authonty of a resolution of its City Council, and said Cherie Wood and Craig D. Burton acknowledged to me that said governmental body executed the same.

r ."r;r~ NOTARY PUBLIC
1, .. "~~,;.~"'::'~,: .~I~"~'.,"~ PAULA MATOS MELGAR , l "'.., ""i
/f)\" J \\ i ~(
Uil,'/ ,,"" 220 East Morris Avenue i\~~. J~l Salt Lake City,Utah 84115
,;. .. ...:of' My Commission Expires
NOTARY PUBLIC
~ ,;~..-;;~l June 16,2011
Residing at: c_, I I ,I., I" II, Vi f i ' Utah

"
~ STATE OF UTAH
-33-
EXHIBIT A
DESCRIPTION OF REAL PROPERTY
The tracts of land constituting the Real Property are located in Salt Lake County, State of Utah, and are more particularly descnbed as follows:
A parcel of land located in Lots 7, 8, 9, and 10, Block 19, ten acre plat "A", Big Field Survey
being within the Southeast quarter of Section 30 and the Northeast quarter of Section 31,
Township 1 South, Range 1 East, Salt Lake Base and Mendian, in Salt Lake County, Utah. The boundary of said parcel is more particularly descnbed as follows:
Beginning at a point on the southerly right of way line of 3300 South Street, said point is 28.00 feet North 8950'09" East from the Northwest corner of Lot 9 in Block 19, ten acre plat "A", Big
Field Survey, said point is also 33.00 feet South 0013'06" West and 61.00 feet North 8950'09"
East from a found Salt Lake City monument located in the intersection of 3300 South Street and
500 East Street (Note: The basis of bearing for this descnption is South 00 13 '06" West 4665.72
feet between the found Salt Lake City monuments located in the intersection of 3300 South Street and 500 East Street and the intersection of 3900 South Street and 500 East Street), and running thence North 8950'09" East 831.20 feet along said Southerly right of way line; thence
South 00 12'20" West 441.27 feet to the Norterly lot line of Lot 23 of the Granite Riviera
Subdivision recorded in Book "M" page 91 as Entry No. 1300947; thence South 8954'23" West
98.64 feet along said Northerly lot line to the Northwest corner of said Lot 23; thence South
0012'27" West 709.41 feet along the Westerly boundary of said Granite Riviera Subdivision
and Glenview Subdivision recorded in Book "0" page 81 as Entry No. 1411447, and Glenview NO.2 subdivision recorded in Book "w' page 2 as Entry No. 1758705 to the Northerly boundary of Park Meadows Subdivision recorded in Book "I" page 39 as Entry No. 1638080; thence South
8955' 35" West 319.41 feet along the Northerly boundary of said Park Meadows Subdivision to
the Northwest corner of Lot 24 of said Park Meadows Subdivision; thence South 0012'45"
West 281.44 feet along the Westerly boundary of said Park Meadows Subdivision to the
Southwest corner of Lot 23; thence North 8956'05" East 30.75 feet along the Southerly lot line
of Lot 23 of Park Meadows Subdivision to the Westerly lot line of Lot 9 of Millcreek Way Subdivision recorded in Book "BB" page 11 as Entry No. 1989002; thence South 0012'45"
West 263.92 feet along the Westerly line of said Millcreek Way Subdivision to the Northerly
nght of way line at 3500 South Street; thence South 8954'21" West 271.40 feet along said Northerly nght of way line; thence South 0012'45" West 30.00 feet to the South line of Lot 7, Block 19 of said ten acre Plat "A" Big Field Survey; thence South 8954'21" West 200.78 feet along said South line of Lot 7 to the Easterly right of way line of 500 East Street, said nght of way is 33.00 feet Easterly of and parallel with the monument line of 500 East Street; Thence
North 0013'06" East 1696.71 feet along said Easterly right of way line; thence North 4450'09" East 39.86 feet to the point of beginning.
Subject to a right of way over the South 30 feet for 3500 South Street.
A-I
EXHIBITB
DESCRIPTION OF EXCLUDED PROPERTY
The Lease and the Purchase Option excludes the following personal property of the
Lessor:
Two portble classrooms
The Excluded Propert wil be removed by the Lessor at the Lessor's sole cost and expense on or before June 30,2011.
B-1
EXHIBIT C
FORM OF SPECIAL WARRNTY DEED
WHEN RECORDED RETURN TO:

Stephen M. Tumblin, Esq. Chapman and Cutler LLP 201 South Main Street, Suite 2000 Salt Lake City, Utah 84111
Parcel Nos. 16-30-476-001, -002, -003, -004, -009, 16-31-226-001, -002,
16-31-227-001, -002, -011, and -012
SPECIAL WARRANTY DEED

BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH, a Utah body corporate
whose mailing address is 2500 South State Street, Salt Lake City, Utah 84115, as Grantor, hereby CONVEYS AND WARRNTS against all claims ansing by, through and under the
Grantor, but subject to the permitted encumbrances shown on Exhibit B hereto, to CITY OF
SOUTH SALT LAKE, UTAH, a municipal corporation of the State of Utah whose mailing address
is 220 East Morris Avenue (2430 South), South Salt Lake, Utah 84115-3200, as Grantee, for the sum of TEN DOLLARS and other good and valuable consideration, all of Grantor's nght, title and interest in and to the descnbed tract of land in, Salt Lake County, Utah, described as follows:
See attched Exhibit A.
DATED this _ day of
,2011.
GRANTOR: BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH
(SEAL)
By:
Title: President, Board of Education
ATTEST:
By:
C-1
STATE
OF
UTAH )
: SS.
COUNTY OF SALT LAKE )
On the _ day of ,20_, and

personally appeared before me and did say that they are the President of the Board of Education
and Business Administrator, respectively, of Granite School District, Utah, the governmental
body descnbed in, and which executed, the foregoing instrument, and that such instrument was signed on behalf of the Board of Education by such officers, by authority of a duly adopted resolution of the Board of Education.
NOTARY PUBLIC
Residing at:
, Utah
Notary Public
C-2
EXHIBIT A TO SPECIAL WARRANTY DEED

LEGAL DESCRIPTION
A parcel of land located in Lots 7, 8,9, and 10, Block 19, ten acre plat "A", Big Field Survey
being within the Southeast quarter of Section 30 and the Northeast quarter of Section 31,
Township 1 South, Range 1 East, Salt Lake Base and Meridian, in Salt Lake County, Utah. The boundary of said parcel is more particularly described as follows:
Beginning at a point on the southerly right of way line of 3300 South Street, said point is 28.00 feet North 8950'09" East from the Northwest corner of Lot 9 in Block 19, ten acre plat "A", Big
Field Survey, said point is also 33.00 feet South 0013'06" West and 61.00 feet North 8950'09"
East from a found Salt Lake City monument located in the intersection of 3300 South Street and 500 East Street (Note: The basis of bearing for this description is South 0013'06" West 4665.72
feet between the found Salt Lake City monuments located in the intersection of 3300 South Street and 500 East Street and the intersection of 3900 South Street and 500 East Street), and
running thence North 8950'09" East 83 1.20 feet along said Southerly right of way line; thence
South 0012'20" West 441.27 feet to the Northerly lot line of Lot 23 of the Granite Riviera
Subdivision recorded in Book "M" page 91 as Entry No. 1300947; thence South 8954'23" West
98.64 feet along said Northerly lot line to the Northwest corner of said Lot 23; thence South
0012'27" West 709.41 feet along the Westerly boundary of said Granite Riviera Subdivision
and Glenview Subdivision recorded in Book "0" page 81 as Entry No. 1411447, and Glenview NO.2 subdivision recorded in Book "w" page 2 as Entry No. 1758705 to the Northerly boundary of Park Meadows Subdivision recorded in Book "I" page 39 as Entry No. 1638080; thence South 8955'35" West 319.41 feet along the Northerly boundary of said Park Meadows Subdivision to
the Northwest corner of Lot 24 of said Park Meadows Subdivision; thence South 0012'45"
West 281.44 feet along the Westerly boundary of said Park Meadows Subdivision to the Southwest corner of Lot 23; thence North 8956'05" East 30.75 feet along the Southerly lot line
of Lot 23 of Park Meadows Subdivision to the Westerly lot line of Lot 9 of Millcreek Way Subdivision recorded in Book "BB" page 11 as Entry No. 1989002; thence South 0012'45"
West 263.92 feet along the Westerly line of said Milcreek Way Subdivision to the Northerly
right of way line at 3500 South Street; thence South 8954'21" West 271.40 feet along said Northerly right of way line; thence South 0012'45" West 30.00 feet to the South line of Lot 7, Block 19 of said ten acre Plat "A" Big Field Survey; thence South 8954'21" West 200.78 feet along said South line of Lot 7 to the Easterly right of way line of 500 East Street, said right of way is 33.00 feet Easterly of and parallel with the monument line of 500 East Street; Thence
North 0013'06" East 1696.71 feet along said Easterly right of way line; thence North 4450'09" East 39.86 feet to the point of beginning.
Subject to a right of way over the South 30 feet for 3500 South Street.
The above described parcel ofland contains 1,172,752 square feet or 26.923 acres, more or less.
C-3
EXHIBIT B TO SPECIAL WARRTY DEED

PERMITTED ENCUMBRANCES
The land is located within the boundaries of South Salt Lake and is subject to any assessments levied thereby.
The land is located within the boundaries ofthe Salt Lake City Suburban Sanitary District No. i and is subject to any assessments levied thereby.
Easement, and the terms and conditions thereof: Grantee: Mountain States Telephone and Telegraph Company
Recorded: December 29, 1916
Entr
No.: 371269
Book/age: 3F Liens and Leases / 279

Reservations in favor of the Grantor:
Grantor: Rose Hugio Dated: November 18, 1943 Recorded: November 22, 1943
Entr No.: 964334
Book/age: 363/618
Easement, and the terms and conditions thereof: Grantee: Mountain States Telephone and Telegraph Company Recorded: November 22, 1976
Entr No.: 2879043 Book/age: 4412/ 164
C-4
EXHIBITD
USE AGREEMENT
See attached
D-1
EXHIBITD
City of South Salt Lake Granite School District Granite Community Center Use Agreement
This Use Agreement ('~Agreement") made on ths 19th day of April, 2011, by and between the
City of South Salt Lake ("City") and Granite School District ("User"), for the conditional use of
the South Salt Lake Grante Community Center ("Center").
THE PARTIES AGREE AS FOLLOWS:
THE USE OF THE FACILITIES. The user may use the following specified facilties and/or equipment at the date(s) and time(s) indicated:
FACILITIES: See Attched Granite Distrct Use Schedule
EQUIPMENT: See Attched Granite Djstct Use Schedule

DATE and TIM OF USE' See Atthed Granite District Use Schedule EXPECTED NUBER OF USERJARTICIPANTS' Varies
The use permitted in ths agreement is expressly subject to the restrictions and conditions in the
stadad Granite Communty Center Use Agreement which is attached. User has right of
ingress/egress though the halls and corridors of
the Center but no other right in any other par of
the Center than the par specified.

PAYMENT AND DEPOSIT. Pnor to July 31, 2012, for the use of
the Center, the User shall pay
in ful to the City only the following:
Swimming Pool: $100/h
After July 2012, in addition to the $100/h for the swig pool User will pay the fees identified as the resident rate in the Granite Communty Center Use Agreement fee schedule
attched hereto. Baseball Field usage rates wil be negotiated to reflect anticipated substantial private donation and subsequent upgrdes.
City of South Salt Lake
~.tUJ
~-(q- "
r54
0/
Date
Date
City of South Salt Lake

Granite Community Center
SOUT~
Rental Application
3305 S. 500 E. Phone: 801-412-3217
SSL, UT 84106 Fax: 801-412-3220
Name of Group:
Name of
Granite School District

Email: dl goud ey@granjtescbools.org
Contact: David Gourley

2500 South State Street
Address:
Salt Lake City, UT 84115
Day Phone: 801-385-4597 Evening Phone:

Dates Requested: Per Granite District Use Schedule
No. of
People: Various
Arival/Set-up:
See Use Shedule
Closing/ear down: Use Schedule

Various Coaches
Responsible person for walk through:
Phone#:
Emergency Contact: Kieth Bradshaw

Note:
. Renta may not begin before 7:00 am and not go later in a charge of
Phone Number: 0852 646-4597

hour wil result
than 10:00 pm. Occupancy pas the
the regular rental rae AN an iidditional $50.00 per hour.
Type of Event:
U Club Meetig
U Business Meeting
U ClasslW orkshop
D Par
Type:
D Special Event
Type:
D Athetic
Type:
D Wedding/eception
D Banquet
IX Other: See Use Schedule
Pleae describe what you wil be doing durg the event, setup, food you wil be having, etc:
Various
Rental Rates:
All rooms are available: Monday-Thursday 7am-9pm Friday-Saturday 7am-lOpm

. Please check the box on the extreme left to indicate your rental choice.
. Proof of
residency required for resident rate. (Driver's License, Utility Bil, Etc.)
Meeting Accessories and Equipment

X
Item
DailvRate
$25.00 $25.00 $15.00 $25.00 ' $25.00
TVNCR/VD Equipment
Micronhone and Sound Dry Erase Board
LCDProiector Piano
Table Linen Colors & White Banauet & Round Table Cloths
$5.00
Rental Rates Schedule

X
Room
South Field
Resident Rate
N on-Resident
Stadium Fieldflrack
Add lii:hts
Tennis Courts Auxilary Gvm MainGvm Small GvmlDance Studio

Swimminii Pool (Cold) Swimminii Pool lWarm)
AuditoriumlPerformance Theatre
Pedormance Run (Live)

Pedonnance Run roark)
Musiclerformance Studio
Cafeteria
In the sole discretion of
$30.001H $50.001H $30.001H $10.001H $30.001H $50.001H $20.001H $100.001H $150.001H $150.001H $500.00/Dav $100.00/Dav $25.001H $25.001H
Rate $50.001H $75.001H $30.001H $25.001H $50.001H $75.001H $30.001H $100.001H $150.001H $150.001H $500.00/Dav $100.00/Dav $35.001H $25.001H
Deposit
$100.00 $250.00
Capacity
NA NA
$250.00 $250.00 $100.00 $100.00 $500.00 $500.00
NA NA NA NA 250 250
100 150 150
NA NA
$100.00 $100.00
NA NA
100
200
the Center, User may be required to have a policy of comprehensive liability insurance, including public liability, bodily injur, and propert damage, written by a company licensed to do business il the State of Uta, no less than $1,000;000 per covering the use contemplated with combined single limits of occurence and $2,000,000 aggregate. The User shall name the City, including its elected officers, agents and employees as Additional Insureds for the said purpose and use of officials, this agreement. User agrees that the insurance wil be primary coverage and wil contain no terms allowing the insurer to be subrogated to the rights of any injured or damaged person or entity insofar as said person or entity may have claims against City. The User shall also maintain
the City, at all times dunng the use of Worker's Compensation insurance to meet the requirements of of
the Workers Compensation laws
Utah where applicable. Certifcates ofInsurance evidencing such insurance the State of coverage shall be provided to the City.
South Salt Lake Granite Community Center

Rules and Regulations
Please read and abide by the following rules in order to provide for a safe and enjoyable event for our residents and those reservg the facilities.
N/A.
EQUIMENT: Tables and chais will be provided if
requested. Other equipment is available at an extra cost upon request. Absolutely no extra equipment such as chais, tables, may be brought in or used without consent from City
Staf. Decorations must be approved by staf on duty.
t).
lL.
N/A
Children must be supervised at all times. Children should not be permitted to ru free either inside or outside the building.
The City of South Salt Lake reserves the right to move or cancel reservations due to unforeseen circumstaces.'
NON-COMPLIACE. The City reserves the nght to void this Agreement afer 24 hours notice should the User default on payments or not comply with this Agreement's covenants.
OPENIG: This facilty wil be opened 15 miutes before time of representatve on this contract has arved with one hal hour of
N/A .
reservation. Iffor any reason, no designated
the reserved time, the facility wil be closed and the
reservation canceled.
N/A .
TI USAGE OF FACILITY: User shall arve and surrender the Center and all equipment contaied on and in the the usage. lithe facility is ready for the User at the scheduled time and the the term of premises to City at the end of
User is late leaving, they wil be charged an additional fee to be determed on a pro-rated basis. Be aware that there is a charge for vacatg the premises afer the specified time on the Contract. The Center closes at 9:00pm Mon.-Thurs.
and 10:00pm Fri. and Sat.
N/A.
LOSS OF EQUIMENT: Al equipment entrsted to the User or on the premises durig the term of which shall become lost stolen, or disappears shall be the sole responsibility of
ths Agreement, ,
User. User shall be responsible to pay
~.
full replacement costs to the Center.
INEMNICATION: The City shall have no responsibility for the safety and/or secunty of any person paricipating the City. User expressly agrees to in the use of the Center by User except as may arse from the sole negligence of indemnif and hold haness City, its elected offcials, its offcers, employees, students and agents, from all cost, loss and expense arsing out of any liability or clai of liability for injur or damage to persons or propert resultig
directly or indirectly from their paricipation in User's use of the Center, regardless of or not, and regardless of whether the liability or claim ofliability arses out of
~.
fb.
whether such use was authonzed the act or omission or User.
SUPERVISION AN REGULATIONS. All persons using the Center shall be supervised at all times covered by ths Agreement, by the User, and as necessar by additional responsible adult(s) designated by the User, and who must
identify themselves as supervisors to the Center's personnel on duty at the time of
use. The City wil have a
Representative on site at all times to monitor any and all activities at the Center.
POLICE: South Salt Lake Police Deparent may be on site for events with 100+ persons. The Police Deparent can the and wil be called as needed. The User and all persons shall obey any reasonable directions and instrctions of
~. 1.
k.
Center's personnel and shall comply with all applicable Federal, State, and local laws/regulations pertaining to facilities.
No open flames/candles, etc. are permitted on site. The User shall not do anything in or on any par of which in any way conflict with the regulations of
the Center,
the fire deparent.
ALCOHOLIC BEVERAGES AN SMOKIG is STRCTL Y PROHIBITED ON OR AROUN TH CENTR PREMISES.
AMLIFYIG SOUN: This permit does not grant permission to amplif sound or music above allowable Salt Lake
City-County Health Regulations limits.
ii.. NO DRIG ON THE CONCRETE. All users are prohibited from drving on the concrete at all times. DO NOT
Caterer and/or Decorator as well as anyone else in your par drving on the concrete. You wil be fied if
MOVE TH PLANTERS TO MA ROOM FOR VEHICLES ON TI CONCRETE. You are responsible for your
ths policy is
violated! !!
CONTENT RESTRCTIONS The Center is a place for the community to come together to enjoy wholesome activities. The City desires all visitors, and paricularly children and senior citizens, to feel welcome and safe when they come to the Center. The Center
strves to keep ths atmosphere wholesome and protected. The Center may impose restictions on certain tyes of
conduct and content in order to preserve its community atmosphere.
.
~
.
The following activities and conduct are strctly prohibited:

VIOLENCE. Acts of
violence, simulated or choreographed violence for purposes of entertainent, ultimate fighting, boxing,
wrestling, fightig matches or tournaments, or incendiar i'gage calculated to provoke violence. Classes in self-defense and the
marial ar are pennitted, but pupils may not engage in match or toumaments as a par of the currculum.
ILLEGAL CONTROLLED SUBSTANCES. The Center has zero tolerance for ilegal drugs, drug paraphernalia, and the use of ilegal
controlled substaces. There wil be no language or actvities calculatd to encourage people to buy or use ilegal controlled
substaces.
-..
*-.
SEXUAL CONlNT, Sexual acts or langage, including, but not limited to, explicit references to sexual conduct, crude language or jokes, lewd or sexually suggestive behavior or language. There may not be any display of condoms, lubricants, sex toys, sexually suggestive or explicit photographs or videos, or other sex paraphemalia There will be no classes, seminars, or presentations dealing with sex educaton.
SEXUAL ACTNITY. Sexual or lewd acts, as defined by Utah law. The Center is a public place, and sexu or other lewd act are
impermissible. Any individua who engages in any sexual act in the Center or the Center's grounds wil be baned from reserving or using the Center's facilities, reported to the police, and trespassed from the Center.
OBSCEN LANGUAGE. Obscenity, including swearng, foul langage, crude references, whether spoken, played from recordings, or displayed.
ASSIGNM AN AMME. Any amendment, modifcaton, termaton, or rescissions afectig ths Agreement shall be
made in wrtig, signed by the paries, and atthed hereto. The User shall not assign or transfer any rights under ths Agreement
without prior wrtten consent of
the City fist obtaed.
ENTIR AGREEME. Th Ageement shall consitte the entire ageement between the pares. Any prior understadig or
representation of any kind preceding the date of this Agreement shall not be binding upon either par except to the extent
incorporated in this Agreement. SPONSORSHI: The User shall not represent or imply that the City in any way Sponsors, support, or endorses the activity for which the Center is used.
GOVERNG LAW. It is ageed that this Agreement shall be governed by, constred, and enforced in accordance with the laws of the State of Uta.
Granite High School
District Use Schedule

Updated 4/14/2011
Specific use schedules for each sport wil be negotiated between Granite
District coaches and City of South Salt Lake representatives. Anticipated use includes the following:
Granger High School
Tennis Courts
April 2011 - May 2011

April
2012 - May 2012
Monday - Friday 2:30 pm to 6:00 pm

Granger Tennis will repair courts by putting up new nets and replacing some of the cranks. Team members will help maintain and clean the courts.
Special needs:
Storage of ball machine, baskets, rackets in the Industrial Arts Bldg. Access to restrooms in Industrial Arts Bldg. Students will most likely do some running on the track and bleacher steps for
conditioning.
Olympus High School

Tennis Courts
Olympus is coordinating with Granger for possible shared use of courts if they can not work out an arrangement with some courts near the schooL.
Track/Football Field
April 2011 - May 2011 1 :00 pm to 5:00 pm

Granite District wil perform the following work:
Shotput throwing station repair

Repair of track - $5,000 estimate from General Acrylics
Special needs:
Use of field for javelin and throwing events Access to bathrooms and lockers Potential football team usage if their new field is not ready by August 2011.
Swimming Pool September 2011 - February 2012
Monday - Saturday 6:00 am to 9:00 am

Alternating days based on A or B schedule
September 2011 - March or April 2012
Monday - Friday 2:30 pm to 4:30 pm everyday

Granite District will support Olympus High School sponsored Athletic Program
Swim Team, Water Polo and club program.
Special Needs:
Anticipating 3 years of use due to construction schedule
Baseball Field June 2011 - July 2011, March 2012 - July 2012 Monday - Friday 1 :00 pm until Dark + potential Saturday make-up games
Olympus Baseball Team will maintain baseball field - raking and prep of infield and
chalking lines.
Granite District will complete the following work: Installation of removable outfield fence Installation of batting cage poles Upgrades to field and dugouts Scoreboard repair
Special Needs: Storage for supplies and equipment

Access to bathrooms and lockers
EXHIBITE
MEMORABILIA BILL OF SALE
DATED: ApRIL 19,2011

This BILL OF SALE (this "Bill of Sale ") is executed and delivered, as of the date shown
below, by and between the BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH, in its
capacity as hereunder ("Seller"), a Utah body corporate whose mailing address is 2500 South
State Street, Salt Lake City, Utah 84115, and the CITY OF SOUTH SALT LAKE, UTAH, in its
capacity as buyer hereunder ("Buyer"), a municipal corporation of the State of Utah whose mailing address is 220 East Moms Avenue (2430 South), South Salt Lake, Utah 84115-3200. Terms not otherwise defined herein shall have the meaning ascnbed to such terms in the LeasePurchase Agreement (as defined below).
RECITALS
WHEREAS, Seller has agreed to sell, transfer, convey, assign and deliver to Buyer, all
nght, title and interest in, to and under certain memorabilia pursuant to the terms and provisions
of that certin Lease-Purchase Agreement, dated Apnl 19, 2011, by and between Buyer and
Seller (the aLease-Purchase Agreement"); and

WHEREAS, this Bill of Sale is being executed and delivered in order to effect the sale of
the memorabilia to Buyer, as provided in the Lease-Purchase Agreement.

AGREEMENT
Now, THEREFORE, in consideration of the foregoing premises, the mutual covenants and
agreements contained in the Lease-Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the covenants and agreements in this Bil of Sale and to induce Seller and Buyer to consummate the transactions contemplated by the Lease-Purchase Agreement, Buyer and Seller agree as follows:
1. Sale and Transfer of Memorabilia. Seller does hereby sell, transfer, convey, assign, and deliver to Buyer all of Seller's nght, title, and interest in and to all of the personal property in the possession or control of the Seller relating to the former Granite High School and
constituting memorabilia and objects valued for their connection with Granite High School's
history or culture, including but not limited to, those items listed on Exhibit A hereto (the
"Memorabilia").
2. Acceptance of Memorabilia. Buyer does hereby accept all the nght, title, and interest of Seller in and to the Memorabilia. The Buyer hereby agrees to store and preserve such Memorabilia at the Buyer's sole cost, and will provide for the access and/or display of such Memorabilia as part of the eventual use of the Leased Propert, or at another publicly accessible
location The Buyer agrees to provide to the Seller, if and when completed, an itemized
inventory ofthe Memorabilia prepared by the Buyer, or its consultants or agents.
E-1
3. Seller's Right to Repurchase Memorabilia. Buyer hereby grants to the Seller, and
the Seller shall hereafter have, the nght to repurchase the Memorabilia upon (a) any Event of
Termination or Event of Nonappropnation or (b) any proposed sale or other proposed transfer of the Memorabilia, which nght to repurchase may be exercised by the payment of $10,000 from the Seller to the Buyer within sixty (60) days of the receipt of written notice by the Seller of any
of
the events descnbed in Section 3(a) or (b).

4. Right to Use Name. The Memorabilia shall not include the name "Granite High
School" which shall remain the sole propert of the Seller. Buyer shall have the right to use the name "Granite High School" in connection with the Property during the term of the Lease and
for a penod of ten (10) years after the Purchase Closing. At the expiration of such ten (10)
years, Seller and Buyer will negotiate in good faith to determine whether continued use of the name "Granite High School" is appropriate.
5. Further Assurances. Seller agrees to execute and deliver further instruments of

transfer and assignment and take such other action as Buyer may reasonably request to more
effectively transfer and assign to and vest in Buyer all of the Memorabilia, all at the sole cost and expense of Buyer.
6. Lease-Purchase Agreement. This Bill of Sale is made subject to the
representations, warranties, limitations and disclaimers of Seller contained in the Lease-Purchase
Agreement. The terms of the Lease-Purchase Agreement are incorporated herein by this reference. Seller and Buyer acknowledge and agree that the representations, warranties,
covenants, limitations, disclaimers and indemnities contained in the Lease-Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein.
(Signature page follows.l
E-2
IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly
executed as of the date and year first above written.
SELLER:
BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT , UTAH
(SEAL)
By:

ATTEST:
By:
BUYER:
CITY OF SOUTH SALT LAKE, UTAH

(SEAL)
By:
Mayor
COUNTERSIGN AND ATTEST:
By:
City Recorder
ATTORNEY ApPROVAL:
City Attorney
Date: Apnl _, 2011
E-3
EXHIBITF
PERSONAL PROPERTY BILL OF SALE
DATED:
This BILL OF SALE (this "Bil of Sale") is executed and delivered, as of the date shown
below, by and between the BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT , UTAH, in its
capacity as hereunder ("Seller"), a Utah body corporate whose mailing address is 2500 South
State Street, Salt Lake City, Utah 84115, and the CJlY OF SOUTH SALT LAKE, UTAH, in its
capacity as buyer hereunder ("Buyer"), a municipal corporation of the State of Utah whose mailing address is 220 East Moms Avenue (2430 South), South Salt Lake, Utah 84115-3200.
Capitalized terms not otherwise defined herein shall have the meaning ascnbed to such terms in the Lease-Purchase Agreement (as defined below).
RECITALS
WHEREAS, Seller has agreed to sell, transfer, convey, assign and deliver to Buyer, all
nght, title and interest in, to and under certin assets pursuant to the terms and provisions of that certin Lease-Purchase Agreement, dated April 19,2011, by and between Buyer and Seller (the
"Lease-Purchase Agreement"); and
WHERES, this Bil of Sale is being executed and delivered in order to effect the sale of the assets to Buyer, as provided in the Lease-Purchase Agreement.
AGREEMENT
Now, THEREFORE,in consideration of the foregoing premises, the mutual covenants and
agreements contained in the Lease-Purchase Agreement, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the covenants and agreements in this Bil of Sale and to induce Seller and Buyer to consummate the transactions contemplated by the Lease-Purchase Agreement, Buyer and Seller agree as follows:
1. Sale and Transfer of Personal Property. Seller does hereby sell, transfer, convey,
assign, and deliver to Buyer all of Seller's right, title, and interest in and to all of the Personal Propert, including but not limited to, those certain assets listed on Exhibit A hereto.
2. Acceptance of Personal Property. Buyer does hereby accept all the nght, title, and interest of Seller in, to, and under all of the Personal Property.
3. Further Assurances. Seller agrees to warrant and defend the sale, transfer,
assignment, conveyance, grant and delivery of the Personal Property hereby made against all
persons whomsoever subject to the terms of the Lease-Purchase Agreement. Seller agrees to
execute and deliver further instruments of transfer and assignment and take such other action as Buyer may reasonably request to more effectively transfer and assign to and vest in Buyer all of the Personal Property, all at the sole cost and expense of Buyer.
F-1
4. Lease-Purchase Agreement. This Bil of Sale is made subject to the
representations, warranties, limitations and disclaimers of Seller contained in the Lease-Purchase
Agreement. The terms of the Lease-Purchase Agreement are incorporated herein by this reference. Seller and Buyer acknowledge and agree that the representations, warranties,
covenants, limitations, disclaimers and indemnities contained in the Lease-Purchase Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein.
IN WITNESS WHEREOF, the parties hereto have caused this Bil of Sale to be duly
executed as of the date and year first above written.
SELLER:
BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH
(SEAL)
By:

ATTEST:
By:
BUYER:
CITY OF SOUTH SALT LAKE, UTAH
(SEAL)
By:
Mayor
COUNTERSIGN AND ATTEST:
By:
City Recorder
ATTORNEY ApPROVAL:
City Attorney
Date
F-2
EXHIBIT A TO PERSONAL PROPERTY BILL OF SALE
List of Specific Personal Property
F-3
EXHIBIT G
MAINTENANCE ASSISTANCE
The Lessor agrees to provide at reasonable times and upon reasonable notice the following maintenance assistance during the term of the Lease:
One full year of annual maintenance on pool with participation from City staff for training purposes, including without limitation backfush procedures and fiter servicing.
Assistance changing all air fiters on the Leased Property campus with participation from City staff for training purposes.
Assistance turning on all electrical and HV AC systems with participation from City to get systems up and running, including identifying locations of breakers and switches for the different systems throughout the campus.
Full year of annual maintenance on the boiler systems with participation from City staff for training purposes.
G-1

South Salt Lake Lease Agreement For Granite High

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South Salt Lake Lease Agreement For Granite High

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Execution Copy

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Property Tax J.D. Numbers 16-30-476-001,

16-31-227-001, -002, -011, and -012

DATED APRIL 19,2011

BOARD OF EDUCATION OF GRANITE SCHOOL DISTRICT, UTAH,

Lessor and Seller,

CITY OF SOUTH SALT LAKE, UTAH,

Definitions............................................. ......................................... ........2

Section 3.01. Section 3.02. Section 3.03.

Section 4.05. Section 4.06.

Section 4.07. Section 4.08.

ACQUISITION OF THE PROPERTY; TITLE .... ...............................................11

Section 5.01. Section 5.02. Section 5.02. Section 5.03.

MAINTENANCE AND OPERATION .............:................................................13

Section 6.01. Section 6.02.

Maintenance and Operation .................................................................13 Condition of the Leased Propert ........................................................14

Section 6.04. Section 6.04.

Loss and Damage .................................................................................15 Security System ...................................................................................15

Environmental Monitonng and Compliance .......................................16

ADDITIONS AND IMPROVEMENTS ....................................19

Alterations, Additions and Improvements to the Leased

Title to Alterations, Additions and Improvements ..............................19 Lessee's Equipment .............................................................................19

Damage, Destruction and Condemnation ............................................20

Representations, Covenants and Warranties of the Lessee..................21

Amendments, Changes and Modifications ....................................... ...25

Section 15.01. Section 15.02. Section 15.03.

Events of Termination Defined............................................................25

Section 15.05. Section 15.06.

Remedies Cumulative ..........................................................................27 Waiver..................................................................................................27

Net Lease ............................................................................................ .29

EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G

the performance of essential governmental functions on behalf of the City; and

contained, the Parties hereto agree as follows:

meanings for all purposes of this Lease:

"Event of Nonappropriation" means a nonrenewal of the term of the Lease by the

" shall have the meaning specified in Section 5.01(i) hereof.

"Personal Property" is defined in the Recitals hereto.

"Property" is defined in the Recitals hereto.

"Real Property" is defined in the Recitals hereto.

Lease- Puchase Agreement

TERM OF THE LEASE

the Lease. The term of the Lease

(a) Base Rentals. The Lessee agrees, subject to the availability of

Leased Property and utility charges as required under Article VI hereof;

required under Article VIII hereof;

(iv) an amount equal to any franchise, succession, capital levy or

levied, assessed or imposed by the State of Utah or any political subdivision

(v) any amount of penalties and interest required to be paid on any of

or, at the direction of the Lessee, delivered to the Lessee.

CONDITIONS TO LEASE AND PROPERTY CLOSING; ACQUISITION OF THE PROPERTY

Section 5.01. Condition Precedent to Performance of the Lease. As a condition to

memorabilia on the terms descnbed therein.

MAINTENANCE AND OPERATION

Lease- Puchase Agreement

of Excluded Property as provided in Exhibit B, no promise of the Lessor to alter, remove,

the extent required by law.

Section 4.08 of this Lease;

ALTERATIONS, ADDITIONS AND IMPROVEMENTS

improvements of any kind, structural or otherwise, as it shall deem necessary or desirable, on or

Section 9.02. Title to Alterations, Additions and Improvements. Except as provided in