Real Estate Purchase Contract ‘THIS REAL ESTATE PURCHASE CONTRACT (“Contract”) made and entered into on the LD" day of _¥/prs\ _, 2017s for the purchase ofthe Property described herein by and ‘beaween the OGDEN CITY REDEVELOPMENT AGENCY, a Utah political entity, together ‘with its successors or assign, (as the “Buyer”), and UTAH-SMITH LC, owner of record of the Property, together with ils successors of assigns, (as the “Seller). "Buyer and Seller are individually refered to herein asa “Party” and collectively referred to as the “Parties” RECITALS WHEREAS, Seller owns or shall own the Propesty Iocated at approximately 390, West Exchange Road in Ogden, Weber County, Utah as more particularly described in this Contract; and WHEREAS, Buyer desires to purchase the Property under the terms and ‘conditions set forth in this Contact. NOW, THEREFORE, in consideration of the mutual promises and considerations se forth below, the Parties agree tothe following: 1, Description of Property. 1.1 Real Property, The real property which isthe subject of this Contract are those ‘eertin parcels consisting of approximately 319,731 square feet (7.34 acres) located at approximately 390 W. Exchange Rd, Weber County, Ogden, Utah (APNé 03-005-0003, 14-014-0004, and 03-005-0004), as legally described under Exhibit A~ Property Description which is attached to and made part of this Contact (the “Property” 1.2 Included Items. Unless excluded herein, and subject to Section 5 of this Contract, sale of the Property includes any and all above grade and below grade ‘improvements, materials, miscellaneous items in the building and upon the land, and fistures presently attached to the Property (the “Improvements”). As set forth in Section 5, Seller agrees to remove all items of personal property that ‘Soller elects to retain. All personal property not removed and remaining on the Property following the deadlines established in Section 5, ifany, shall become the property of the Buyer and may be retained or disposed of by Buyer at Buyer's sole discretion and expense, unless other arrangements are made in a writing signed by the Parties, 13 Excluded Real Property, None. 2. Purchase Price. Subject to the terms, covenants and conditions of this Contract, the total “Purchase Price” for the Property shall be ONE MILLION EIGHTY-FIVE. THOUSAND AND NO/100 DOLLARS ($1,085,000) which shall be paid by Bayer to Beller as follows: ‘A, Eamest Money - An “Enenest Money Payment” shall be paid to the ve 52B 4 Closing Agent within seven (7) days following the Effective Date. The Enmest Money Payment shall be credited towards the total Purchase Price according to the provisions of this Contract: FIFTY THOUSAND AND ‘NO/100 DOLLARS ($50,000). B, Balanoe of Purchase Price at Closing- ONE MILLION THIRTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,035,000) payable to Seller, br at Seler’s direction, in certified funds or other aeceptabe funds Contract Deadlines. Efletive Date of Contract: shall be the later ofthe date as shown in the first paragraph ofthis Contract (he “Signing Date") and the date the Contract is fully executed and has received the formal approval ofthe Agency Board (defined herein) as deseribed in Seetion 28 herein, but in no case shall the Effective Date be later than fourteen (14) days following the Signing Date, Seller Disclosure Deadline: shal be fifteen (15) days following the Effective Dat. [Due Diligence Deadline: shall be thirty (30) days following the Seller Disclosure Deadline Closing Date; shall be no later than three (3) business days following the Due Diligence Deadline at the office of Intermountain Tile Company, 4630 South 3500 West, No, ‘Ad, Haven, UT 84401 (the “Closing Agent”), or at an altemate location mutually agreeable tothe Parties, (Closing Extension Period: Buyer may, at Buyer's sole option, extend the Closing Date “under this Conteact for no more than one (1) thirty (30) day period ("30-day Extension Period”) by providing notice to Seller and making a payment at the office of the Closing Agent (prior to the Closing Date) of FIVE THOUSAND AND NO/100, DOLLARS ($5,000) (“Extension Payment”, The Parties mutually acknowledge that sueh Extension Payment (a) shall be immediately released by Closing Agent to Seller, anc (by shall not be credited towards the Purchase Price Seller Disclosures, On or before the Seller Disclosure Deadline, Seller shall deliver to Buyer the following documents which are collectively refered to as the "Seller Disclosures" 4.1 Commitment for Tide Insurance. A preliminary report or commitment for title {ngurance (such report oF commitment, as it may be amended, supplemented and updated, ‘sreferred to as the "Preliminary Title Report’) in the full amount of the Purchase Pree, with Buyer as the proposed insured, showing all matters affecting title to the Property including any and all exceptions, easements, restrictions, rights-of-way, covenants, reservations and other eonditions or encumbrances affecting the Property (collectively, the “Exceptions to Title”) together with legible copies ofall recorded documents constituting ‘or evidencing such Exceptions to Title. 42 Property Agreements. Copies of any and all written leases, tenancies, rental agreements, service contracts, licenses, management agreements, landseaping agreement, apsemaintenance agreements, and any and all other agreements affecting the Property, and a full written description of any such agreements which are not waitten (collectively, the “Property Agreement(s)’). With respect to each such Property Agreement, Buyer may direct Seller to assign Seller's interest under such Property Agreement to Buyer as of the Closing Date, Seller affirmatively represents that no such agreements exist. 43 Environmental Assessments, Copies in Seller's possession, if any, of any ‘environmental studies, assessments anor reports which have previously been conducted ‘on the Property including, without limitation, environmental reports, soils studies, site plans and surveys (collestvely, “Environmental Assessments”). Seller affirmatively represents tha, tothe best ofits knowledge, no such Environmental Assessments exist 44 Building/Zoning Code Violations, Copies in Seller's possession, if any, of any ‘written notice of any claims and/or conditions knovn to Seller relating to Property building ‘or zoning cade violations, Seller affirmatively represents that, o the best of its knowledge, 1no such claim or condition exist 45. Other Material Information, Copies in Sellers possession, if any, of any written notice of any claims, conditions or information which may materially impact Buyer's decision to purchase the Property. Seller is unaware of any such information. Seller's Personal Property and Removal of Items, Buyer acknowledges that it intends {fo demolish and remove many, ifnot all ofthe current buildings and other improvements to the Property at its own expense and that such demolition may involve third-party contractors who will be under Buyer's control. Buyer understands and agrees that certain ‘current items of personal property, fixtures or other improvements to the Property may include or incorporate items that may have a personal, architectural or historical value to Seller (including without limitation old doors, beams, brick and other such items) and that until demolition commences, Seller may have no safe and efficient way to identify, remove and salvage such items. Accordingly, Seller and Buyer agree that following Closing, and continuing through the demolition, Seller shall have the opportunity to meet ‘with representatives of the Buyer and the contractor retained for demolition and/or removal of the improvements to the Property and identify what items of personal property if anything, Seller wishes to retain, Thereafter, Seller shall have a reasonable time (NTE 45 days) following demolition to remove any and all such items of personal property a its expense, from the Property and Buyer will make a reasonable accommodation to allow for such removal, at no additonal expense to Seller. ALTA/ACSM Land Tile Survey, Buyer may obtain, at Buyer's sole diseretion and Expense, an ALTA/ACSM Land Title Survey Survey"). In the ovent a Survey is cobjained, if there exists a material difference between what either Party reasonably believed, and the information provided in the Survey, related tothe legal description ofthe Property, and Buyer and Seller cannot mutually’ resolve coneems about such new information delineating the legal boundaries ofthe Property prior tothe later ofthe Due Diligence Deadline, or ten (10) days fllowing the receipt ofthe Survey, this Contract shall be terminable and may be declared null and void on a non-dfault basis, by ether Party providing notice 10 the other Party, and both Parties shall be relieved of any and all ‘Obligations and liabilities under this Contract and any monies paid or escrowed shall be released from the Seller and returned to Buyer pursuant to this provision