STAFF REPORT. DATE: November 29, 2012

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1 STAFF REPORT DATE: November 29, 2012 TO: FROM: SUBJECT: The Honorable Mayor and City Council John Penrod, City Attorney CONSIDERATION OF APPROVING A REAL ESTATE EXCHANGE AGREEMENT BETWEEN THE CITY AND THE CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS. RECOMMENDED ACTION Motion to Approve the execution of the Real Estate Exchange Agreement and Escrow Instructions, and the accompanying Sewer Line Easement, between the City and the Corporation of the Presiding Bishop of the Church of Jesus Christ of Latter-day Saints for property located near 850 South 1900 East. GOALS, OBJECTIVES AND STRATEGIES AT ISSUE The Springville City General Plan, Section 4.5, Transportation and Circulation contains the following goal: To provide and maintain a vibrant, multimodal transportation network that encourages flow, safety, and a consideration for the aesthetics of the community [emphasis added]. Strategy 1E within this goal states: Continue to utilize adopted street right-of-way standards to create safer new streets and sidewalks and as the standard for improving existing substandard rights-of-way [emphasis added]. The City has recently worked with the LDS Church to realign the intersection of 850 South and 1900 East. The realignment has converted a confusing off-set intersection with limited sightdistance visibility and sharp curves, into a smooth flowing s-curve/tee intersection alignment with cross-street traffic control. As part of the Agreement the City entered into with the LDS Church in order to perform the work at this intersection on LDS Church property, the parties agreed to later finalize the exchange of needed properties for the intersection. The proposed Real Estate Exchange Agreement finalizes the exchange of the properties. CITY COUNCIL AGENDA sr-realestateexchangeagreement.doc

2 City Council Page 2 BACKGROUND The City recently completed the intersection of 850 South and 1900 East and the s-curve that runs along the west side of the LDS Church located at that same location. These improvements were part of a change order that was not contemplated in the original street maintenance and repair work that was to take place at this location. After the contract was awarded, the public works department saw benefit in changing the road to its final s-curve design. In order to complete the s-curve, the City needed to move quickly to get permission from the LDS Church to utilize a portion of its property. At the time the work occurred, the LDS Church and the City did not have time to finalize the proposed Real Estate Exchange Agreement. The parties agreed to finalize the Agreement at a later date. The Real Estate Exchange Agreement contains the following provisions: 1. Property to be Exchanged. Springville City currently owns the property labeled C and the LDS Church owns the property labeled A on the attached map. The City will exchange property C for property A. Property A is located in the current s- curve. Property C has been part of the Church s landscaped premises for as long as the Church has been located where it currently is located. 2. Closing Requirements. a. The City will be required to pay for a title report of its property. b. The City will perform the survey work, which has already been completed. c. Both parties will share equally in closing costs. 3. Sewer Easement. The City currently has a sewer line that runs through property C. The parties will execute a sewer easement agreement that will give the City the right to maintain, repair and replace its sewer line. Public Works Director Brad Stapley has done a great job working with the LDS Church to get this matter quickly finalized. The LDS Church normally would not have allowed the City to move so quickly to make the required s-curve across its property. The process to do this normally takes several months when working with the LDS Church. Mr. Stapley was able to do this within a few weeks. FISCAL IMPACT None. The parties have worked to make this an equal trade with respect to property values, the sewer easement, tree costs that were removed on the Church property (approximately $12,000), and other improvements. CITY COUNCIL AGENDA sr-realestateexchangeagreement.doc

3 City Council Page 3 CITY COUNCIL AGENDA sr-realestateexchangeagreement.doc

4 REAL ESTATE EXCHANGE AGREEMENT AND ESCROW INSTRUCTIONS [CPB PN: ] THIS REAL ESTATE EXCHANGE AGREEMENT AND ESCROW INSTRUCTIONS (this Agreement ) is made as of this day of October, 2012 (the Effective Date ), by and between SPRINGVILLE CITY, a body politic of the State of Utah ( Springville ), and CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole ( CPB ). Springville and CPB are sometimes referred to herein collectively as the Parties, and individually as a Party. R E C I T A L S A. Springville owns certain real property located in Utah County, Utah, more particularly described in Section 1.1 below (the Springville Property ). B. CPB owns certain real property located in Utah County, Utah, more particularly described in Section 1.2 below (the CPB Property ). C. Springville desires to acquire the CPB Property in exchange for the Springville Property, and CPB is willing to convey the CPB Property to Springville in exchange for the Springville Property, subject to the terms and conditions set forth herein. T E R M S A N D C O N D I T I O N S NOW THEREFORE, in consideration of the above recitals, the terms and conditions of this Agreement set forth below and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Description of Properties. 1.1 Springville Property. The Springville Property consists of approximately 6,211 Sq. Ft. of land (as determined by the Surveys (defined below)) and includes the following: (a) Land located in Utah County, Utah, which land is more particularly described on Exhibit 1.1(a), attached hereto and incorporated herein by this reference; (b) All easements, rights-of-way or appurtenances used in connection with the beneficial operation, use and enjoyment of the Springville Property; and (c) The Springville Property will be conveyed subject to a sewer easement in favor of Springville, in the form of the sewer easement on Exhibit 1.1(c), attached hereto and incorporated herein by this reference (the Sewer Easement ).

5 1.2 CPB Property. The CPB Property consists of a total of approximately 3,122 Sq. Ft. of land (as determined by the Surveys (defined below)) and includes the following: (a) Land located in the Utah County, Utah, which land is more particularly described on Exhibit 1.2(a), attached hereto and incorporated herein by this reference; and (b) All easements, rights-of-way or appurtenances used in connection with the beneficial operation, use and enjoyment of the CPB Property. 1.3 Properties. The Springville Property and the CPB Property shall sometimes be referred to herein as the Properties. 2. Exchange of Consideration. Subject to the terms and conditions of this Agreement, Springville will: (i) grant and convey to CPB, on the terms and conditions described herein, all of Springville s interest in the Springville Property. Subject to the terms and conditions of this Agreement, CPB hereby agrees to grant and convey to Springville, on the terms and conditions described herein, all of CPB s interest in the CPB Property. 3. Springville s Due Diligence. Springville has completed its investigations related to the CPB Property and it accepts the CPB Property in its current conditions, including but not limited to all title, physical and other matters, except for any new encumbrance that affects the CPB Property between the Effective Date and the Closing (defined below). 4. CPB s Due Diligence. CPB s obligations to consummate the exchange contemplated in Section 2, is conditioned upon the following conditions: 4.1 Investigation and Approval of Property. Unless otherwise specifically provided herein, CPB shall have the sole and absolute responsibility to conduct such studies, surveys, inquiries and other investigations (collectively, the Investigations ) of the Springville Property, as CPB shall determine to be prudent and necessary prior to its acquisition of such property. Unless otherwise specifically set forth herein, all Investigations shall be conducted at the expense of CPB. All such Investigations shall be completed prior to the Approval Date, which shall be thirty (30) days after the date of this Agreement. If the Approval Date lands on a holiday or weekend, the Approval Date shall be the next business day. The period of time from the date of this Agreement until and including the Approval Date shall be referred to herein as the Inspection Period. 4.2 Title. Springville will obtain, at its sole cost and expense, a preliminary title report or commitment for the issuance of title insurance on the Properties from Bartlett Title Insurance Agency, Inc. (collectively, the Preliminary Title Report ). 4.3 Survey. Springville will obtain, at its sole cost and expense, surveys of the Properties (the Surveys ). 2 of 22

6 4.4 Subdivision of the Properties. Notwithstanding anything to the contrary herein, Springville agrees to obtain all of the subdivision approvals necessary for the Parties to legally convey the Properties as anticipated herein. 5. Conditions to Closing of CPB. Notwithstanding anything herein to the contrary, the obligations of CPB to complete the exchange as provided herein is subject to CPB obtaining any and all necessary approvals of the transaction by CPB s governing corporate committees and any other necessary corporate approvals. If the aforementioned condition is not satisfied by the end of the day on the Closing Date, this Agreement shall automatically terminate and all documents held by Escrow Agent shall be returned to the respective Parties who deposited the same, the Parties shall each pay one-half (1/2) of the escrow cancellation charges, and each Party shall pay their own title cancellation charges. 6. Acceptance/Condition of Property. The Party acquiring property hereunder, Springville as to the CPB Property and CPB as to the Springville Property, shall be referred to herein as the Acquiring Party, and the Party conveying property hereunder, Springville as to the Springville Property and CPB as to the CPB Property, shall be referred to herein as the Conveying Party. Each Acquiring Party acknowledges that the Conveying Party has not made and does not make any representations as to the physical condition, layout, leases, square footage, rents, income, expenses, operation or any other matter or thing affecting or related to the property to be conveyed and to this Agreement, and that neither Party is relying upon any statement or representation made by the other Party not embodied in this Agreement. The Acquiring Party hereby expressly acknowledges that no such representation has been made and agrees to take the property to be conveyed AS-IS, WHERE IS and WITH ALL FAULTS. 7. Escrow Agent and Escrow. Within five (5) business days after the execution of this Agreement by the Parties, Springville and CPB shall open an escrow account with Bartlett Title Insurance Agency, Inc, Attention: Robin M. Aubrey, ( Escrow Agent ), Telephone No. (801) and Fax No. (801) , by depositing an executed copy of this Agreement with the Escrow Agent. 8. Closing. The Closing shall occur at the office of the Escrow Agent on or before thirty (30) days after the Approval Date (the Closing Date ) or on such earlier date as the Parties may mutually agree, provided, however, that the Parties shall have the right to mutually agree in writing to extend the Closing Date. 9. Deliveries at Closing. The Closing of the transaction described herein is expressly conditioned upon delivery by the Parties of the items described in this Section. 9.1 Springville s Obligations. On or before the Closing Date, Springville will: Deliver to Escrow Agent one (1) original of a Special Warranty Deed (in the form on Exhibit 9.1.1, attached hereto and incorporated herein by this reference), duly signed and acknowledged by Springville 3 of 22

7 conveying fee simple title to the Springville Property to CPB, subject to all matters of record other than monetary liens and encumbrances (the Springville Deed ). Any monetary liens and encumbrances affecting the Springville Property will be paid by Springville prior to Closing; Deliver to Escrow Agent a Certificate of Non-Foreign Status; Deliver possession of the Springville Property to CPB; and Deliver the Sewer Easement, duly signed and acknowledged by Springville; and Deliver to Escrow Agent one (1) fully-executed original of the Settlement Statement. The documents required to be delivered by Springville hereunder shall be collectively referred to as Springville s Documents. 9.2 CPB s Obligations. On or before the Closing Date, CPB shall: Deliver to Escrow Agent one (1) original of a Special Warranty Deed (in the form on Exhibit 9.2.1, attached hereto and incorporated herein by this reference), duly signed and acknowledged by CPB conveying fee simple title to the CPB Property to Springville, subject to all matters of record other than monetary liens and encumbrances (the CPB Deed ). Any monetary liens and encumbrances affecting the CPB Property shall be paid by CPB prior to Closing; Deliver to Escrow Agent a Certificate of Non-Foreign Status; Deliver to Escrow Agent one (1) fully-executed original of the Settlement Statement; Deliver the Sewer Easement, duly signed and acknowledged by CPB; and Deliver possession of the CPB Property to Springville, subject to the conditions of this Agreement. The documents required to be delivered by CPB hereunder shall be collectively referred to as CPB s Documents. 10. Closing Costs and Prorations: 4 of 22

8 10.1 Springville s Costs. Springville shall pay for: (i) One-half (1/2) of the escrow fees; (ii) The recording fees of Springville s Documents; (iii) The cost of any ALTA Owner s Policy of Title Insurance obtained by Springville; (iv) The fees and expenses of Springville s attorneys, accountants, engineers, consultants, and designated representatives; (v) The cost of any environmental report obtained by Springville; and (vi) The cost of the Survey and Preliminary Title Report CPB s Costs. CPB shall pay for: (i) One-half (½) of the escrow fees; (ii) The recording fees of CPB s Documents, if any; (iii) The cost of any ALTA Owner s Policy of Title Insurance obtained by CPB, if any; (iv) The fees and expenses of CPB s attorneys, accountants, engineers, consultants, and designated representatives; and (v) The cost of any environmental report obtained by CPB Proration. General and special real property taxes and other ad valorem taxes and assessments ( Taxes ), if any, rents, charges for utilities, including, but not limited to, gas, electricity, telephone, water and sewerage, if any, applicable to the Properties shall be prorated as of the Closing Date based upon the most recently ascertainable actual amounts of each such item without increase, and any credit to Springville and/or CPB shall be paid in cash at Closing. On or before the Closing Date, the Conveying Party shall pay any and all Taxes assessed or applied to the property to be conveyed as of the Closing Date. 11. Default. Except as specifically provided in this Agreement with regard to the Parties right to terminate this Agreement, in the event of a default by either Party of its obligations under this Agreement (including the failure to satisfy any condition to Closing), the non-defaulting Party may sue for specific performance of the terms and conditions of this Agreement as its sole and exclusive remedy. Each Party hereby waives any right to obtain monetary damages for a breach or default under this Agreement. 12. Time of Essence. Time is of the essence of every provision of this Agreement in which time is an element. 13. Broker s Commissions. If either Party involves a broker to assist it in this transaction, said Party will pay all compensation due to such broker. Each Party agrees to and does hereby indemnify, defend, save and hold harmless the other from and against any and all costs, liabilities, losses, damages, claims, causes of action or proceedings which may result from any broker, agent or finder, licensed or otherwise, claiming through, under or by reason of the conduct of such indemnifying Party in connection with the transactions covered by this Agreement. 14. Attorney Fees. In the event of a bona fide and undisputed default under this Agreement, the defaulting party shall pay all costs and expenses, including reasonable attorney fees, incurred by the other Party, in enforcing this Agreement or in pursuing any remedy permitted hereunder. In the event any legal proceedings are instituted between the Parties in connection with this Agreement, the prevailing Party shall be entitled to recover from the other Party its court costs and reasonable attorney fees. 5 of 22

9 15. Notices. Except as otherwise required by law, any notice, demand or request given in connection with this Agreement shall be in writing and shall be given by personal delivery, overnight courier service, , or United States certified mail, return receipt requested, postage or other delivery charge prepaid, addressed to CPB or Springville at the following addresses (or at such other address as CPB or Springville or the person receiving copies may designate in writing given in accordance with this Section 21): If to Springville: Springville City 110 South Main Street Springville, Utah Attn: City Attorney If to CPB: The Church of Jesus Christ of Latter-day Saints 50 East North Temple, 12 th Floor Salt Lake City, UT Attn: Property Number: Notice shall be deemed to have been given on the date on which notice is delivered, if notice is given by personal delivery or , on the date of delivery to the overnight courier service, if such a service is used, and on the date of deposit in the mail, if mailed. Notice shall be deemed to have been received on the date on which the notice is actually received or delivery is refused. Copies of all notices given to Seller or Buyer shall be given to Escrow Agent. 16. Entire Agreement. This Agreement and its exhibits constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All prior agreements, representations, negotiations and understandings of the Parties hereto, oral or written, express or implied, are hereby superseded and merged herein. 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. 18. Third Party Beneficiaries. This Agreement is personal to Springville and CPB and their respective successors and assigns. There are no third party beneficiaries to this Agreement. Only the Parties hereto, or their successors and assigns, are intended to benefit from and be entitled to enforce the terms of this Agreement; provided, however, any representation, warranty or indemnification of Springville contained herein shall also be deemed to be made to CPB s Affiliates. 19. Authority. The individuals executing this Agreement represent and warrant that they have the power and authority to do so and to bind the entities for which they are executing 6 of 22

10 this Agreement, that all corporate and/or legislative approvals, as the case may be, have been secured and obtained, and that this Agreement is a binding obligation of the entity for which they are executing this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. Springville: SPRINGVILLE CITY, a body politic of the State of Utah By: Name (Print): Wilford W. Clyde Its: Mayor CPB: CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole By: Name (Print): Its: Authorized Agent 7 of 22

11 Exhibit 1.1(a) to Real Estate Exchange Agreement and Escrow Instructions (Legal Description of the Springville Property) That certain land located in Utah County, Utah, and as described as follows: COMMENCING AT A POINT SOUTH FEET AND EAST FEET OF THE NORTHWEST CORNER OF SECTION 2, TOWNSHIP 8 SOUTH, RANGE 3 EAST, SALT LAKE BASE AND MERIDIAN; THENCE SOUTH EAST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE RIGHT FEET (CHORD BEARING SOUTH 55º31 44 WEST FEET); THENCE NORTH WEST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE LEFT FEET (CHORD BEARING NORTH 26º57 42 EAST FEET); TO THE POINT OF BEGINNING. CONTAINING 6,211 SQ. FT. MORE OR LESS. 8 of 22

12 When Recorded, Mail To: Springville City Attn: Exhibit 1.1(c) to Real Estate Exchange Agreement and Escrow Instructions (The Sewer Easement) (Space above for Recorder s use only) SEWER LINE EASEMENT [ ] THIS SEWER LINE EASEMENT (this Agreement ) is entered into this day of, 2012, (the Effective Date ) by and between CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole ( Grantor ), and the SPRINGVILLE CITY, a body politic of the State of Utah ( Grantee ). R E C I T A L S A. Grantor owns certain real property (the Grantor s Parcel ) located in Utah County, State of Utah. B. Grantee desires to obtain a perpetual, non-exclusive easement on, over, through and across a portion of the Grantor s Parcel (the Easement Parcel ) for the purposes more particularly described herein, and Grantor is willing to grant an easement to Grantee for such purposes, subject to the terms and conditions set forth herein. The Easement Parcel is more particularly described on Exhibit A, attached hereto and by this reference incorporated herein. T E R M S A N D C O N D I T I O N S NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and based upon the mutual promises and subject to the conditions set forth below, the parties agree as follows: 1. Grant of Easement. Grantor hereby conveys to Grantee a perpetual, nonexclusive easement on, over and across the Easement Parcel for the sole purposes of operating, inspecting, maintaining, using, repairing, cleaning, altering, removing, replacing and protecting an existing underground sewer pipeline (collectively, the Improvements ). 2. Reservation by Grantor. Grantor hereby reserves the right to use the Easement Parcel for any use not inconsistent with Springville permitted use of the Easement Parcel. 9 of 22

13 3. Access. Except as limited above, Springville and its agents, servants, employees, consultants, contractors and subcontractors (collectively, Grantee s Agents ) will have the right to enter upon the Easement Parcel for the purposes permitted by this Agreement. Grantee will enter upon the Easement Parcel at its sole risk and hazard, and Grantee and its successors and assigns hereby release Grantor from any claims relating to the condition of the Easement Parcel and the entry upon the Easement Parcel by Grantee and Grantee s Agents. 4. Condition of the Easement Parcel. Grantee accepts the Easement Parcel and all aspects thereof in AS IS, WHERE IS CONDITION, WITHOUT WARRANTIES, either express or implied, WITH ALL FAULTS, including but not limited to both latent and patent defects, and the existence of hazardous materials, if any. 5. Maintenance and Restoration. Grantee, at its sole cost and expense, will maintain and repair the Improvements and any and all related improvements installed by Grantee, in good order and condition. Grantee will promptly repair any damage to Grantor s Parcel and Grantor s improvements located thereon (including, without limitation, any and all landscaping, trees, fences, water and/or irrigation pipes, lines and ditches, curbs, gutters, asphalt surfaces, fences, signs, lighting, etc.) caused by Grantee and/or Grantee s Agents, and will restore Grantor s Parcel and the improvements thereon to the same or better condition as they existed prior to any entry onto or work performed on Grantor s Parcel by Grantee and Grantee s Agents, but only to the extent possible on the Easement Parcel given the permanent nature of the Improvements. In the event Grantee needs to perform maintenance work on the Easement Parcel, Grantee shall: (i) use reasonable efforts to minimize any interference or disruption to Grantor s use and occupancy of the Easement Parcel; (ii) perform any such work expediently and in a good and workmanlike manner; and (iii) except in the event of an emergency, perform such work on days other than Sunday. 6. Liens. Grantee will keep Grantor s Parcel free from any liens arising out of any work performed, materials furnished, or obligations incurred by, through, for or under Grantee, and Grantee will indemnify, hold harmless and agree to defend Grantor from any liens that may be placed on Grantor s Parcel and/or the property pertaining to any work performed, materials furnished or obligations incurred by, through, for, or under Grantee or any of Grantee s Agents. Any such liens must be released of record within thirty (30) days of recording. 7. Insurance. Grantee shall obtain and thereafter maintain a policy of commercial general liability insurance insuring Grantee interests against claims for personal injury, bodily injury, death, property damage occurring on, in or about the Easement Parcel and the ways immediately adjoining the Easement Parcel with a Combined Single Limit (covering personal injury liability, bodily injury liability and property damage liability) of not less than Two Million Dollars ($2,000,000.00). Grantee liability insurance policy shall contain a Contractual Liability Endorsement, which shall insure the performance by Grantee of the indemnity agreements contained herein. Grantee shall promptly notify Grantor of any asserted claim with respect to which Grantor is or may be indemnified against hereunder and shall deliver to Grantor copies of process and pleadings. 8. Indemnification. Grantee and its successors and assigns hereby agree to indemnify, defend (with counsel acceptable to Grantor) and hold harmless Grantor, and any entity controlling, controlled by or under control with Grantor ( Affiliates ), and its and their Affiliates officers, directors, employees, managers, members, agents, servants, successors, and assigns from and against 10 of 22

14 any and all liens, encumbrances, costs, demands, claims, judgments, and/or damage caused by or arising out of: (i) the acts and omissions of Grantee and Grantee Agent; (ii) the use of Grantor s Parcel and/or the Improvements by Grantee and Grantee s Agents; and (iii) any work performed on Grantor s Parcel by Grantee or its successors or assigns, and their agents, servants, employees, consultants and/or contractors. The terms and conditions of this provision shall remain effective after the expiration or termination of this Agreement, so long as the event for which the indemnification is needed occurred prior to such expiration or termination. 9. Notices. Any notice required or desired to be given under this Agreement shall be considered given either: (i) when delivered in person to the recipient named below, (ii) three (3) days after deposit in the United States mail in a sealed envelope or container, either registered or certified mail, return receipt requested, postage prepaid, addressed by name to the person and party intended. All notices shall be given at the following addresses: If to Grantee: Springville City Attn: If to Grantor: The Church of Jesus Christ of Latter-day Saints 50 East North Temple, 12 th Floor Salt Lake City, UT Attn: Property Number: jdowse@ldschurch.org Either party may designate a different individual or address for notices, by giving written notice thereof in the manner described above. 10. Miscellaneous Run with the Land/Successors. Subject to the terms and conditions of this Agreement, the easement granted herein shall be perpetual and shall run with the land, and the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties, their successors and assigns Enforceability and Litigation Expenses. If any action, suit, or proceeding is brought by a party hereto with respect to a matter or matters covered by this Agreement or if a party finds it necessary to retain an attorney to enforce its rights under this Agreement, all costs and expenses of the prevailing party incident to such proceeding or retention, including reasonable attorneys fees, shall be paid by the non-prevailing party Authorization. Each individual executing this Agreement represents and warrants that he or she has been duly authorized by appropriate action of the governing body of 11 of 22

15 the party for which he/she signs to execute and deliver this Agreement in the capacity and for the entity set forth where he/she signs and that as a result of his/her signature, this Agreement shall be binding upon the party for which he/she signs. Date. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Grantee: SPRINGVILLE CITY, a body politic of the State of Utah [Exhibit Only, Do Not Execute] By: Name (Print): Its: Grantor: CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole [Exhibit Only, Do Not Execute] By: Name (Print): Its: Authorized Agent [acknowledgments on following page] 12 of 22

16 STATE OF UTAH ) :ss COUNTY OF SALT LAKE ) On this day of, 2012 personally appeared before me, known to me to be an Authorized Agent of Corporation of the Presiding Bishop of The Church of Jesus Christ of Latter-day Saints, who duly acknowledged that he signed the foregoing instrument as an Authorized Agent of Corporation of the Presiding Bishop of The Church of Jesus Christ of Latter-day Saints, and that the seal impressed on the within instrument is the seal of said Corporation, and the said Authorized Agent acknowledged to me that said Corporation executed the same. My Commission Expires: Notary Public for Utah STATE OF ) :ss COUNTY OF ) On this day of, 2012, personally appeared before me, who indicated to me that he/she is a of SPRINGVILLE CITY, a body politic of the State of Utah, Grantor in the foregoing Special Warranty Deed, and that he/she duly acknowledged to me that he/she executed the foregoing instrument as a free and voluntary act for and on behalf of the said. Notary public 13 of 22

17 Exhibit A to Sewer Easement Agreement (Legal Description of Easement Parcel) That certain real property located in Utah County, Utah specifically described as follows: A PARCEL OF LAND LOCATED IN THE NORTHWEST QUARTER OF SECTION 2, TOWNSHIP 8 SOUTH, RANGE 3 EAST, SALT LAKE BASE & MERIDIAN, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A POINT SOUTH FEET AND EAST FEET OF THE NORTHWEST CORNER OF SECTION 2, TOWNSHIP 8 SOUTH, RANGE 3 EAST, SALT LAKE BASE AND MERIDIAN; THENCE SOUTH EAST FEET; THENCE NORTH WEST FEET; THENCE SOUTH EAST FEET; THENCE SOUTH EAST FEET; THENCE NORTH WEST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE LEFT FEET (CHORD BEARING NORTH 29º20 41 EAST FEET) TO THE POINT OF BEGINNING. Contains: 0.07 acres (approximately 3,212 square feet). 14 of 22

18 Exhibit 1.2(a) to Real Estate Exchange Agreement and Escrow Instructions (Legal Description of the CPB Property) That certain land located in Utah County, Utah, and as described as follows: COMMENCING AT A POINT SOUTH FEET AND EAST FEET OF THE NORTHWEST CORNER OF SECTION 2, TOWNSHIP 8 SOUTH, RANGE 3 EAST, SALT LAKE BASE AND MERIDIAN; THENCE SOUTH EAST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE RIGHT FEET (CHORD BEARING SOUTH 41º57 31 WEST FEET); THENCE SOUTH WEST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE LEFT FEET (CHORD BEARING SOUTH 28º40 26 WEST FEET); THENCE NORTH WEST 5.43 FEET; THENCE NORTH EAST FEET TO THE POINT OF BEGINNING. CONTAINING 3,122 SQ. FT. MORE OR LESS. 15 of 22

19 EXHIBIT to Real Estate Exchange Agreement and Escrow Instructions (The Springville Deed) WHEN RECORDED, MAIL TO: Kirton & McConkie Attn: Eric Robinson 1800 Eagle Gate Tower 60 East South Temple Salt Lake City, UT Tax Parcel SPECIAL WARRANTY DEED SPRINGVILLE CITY, a body politic of the State of Utah ( Grantor ), hereby conveys and warrants against all claiming by, through or under Grantor only, to CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole, whose address is 50 East South Temple, Salt Lake City, Utah 84150, ( Grantee ), for the sum of Ten Dollars and other good and valuable consideration, the following described tract of land in Utah County, Utah: See legal description on Exhibit A attached hereto and incorporated by reference herein. SUBJECT TO the lien for general taxes and assessments not yet due and payable, and subject to all easements, claims of easements, rights-of-way, zoning regulations, matters which would be disclosed by a proper survey, and other matters appearing of record (but excluding any mortgages, trust deeds, or other liens securing monetary obligations). Grantor for himself and for his successors in interest does by these presents expressly limit the covenants of this deed to those herein expressed, and exclude all other covenants arising or to arise by statute or otherwise, express or implied. IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed this day of, SPRINGVILLE CITY, a body politic of the State of Utah [DO NOT SIGN EXHIBIT ONLY] By: Name (Print): Its: [acknowledgment on following page] 16 of 22

20 STATE OF ) :ss COUNTY OF ) On this day of, 2012, personally appeared before me, who indicated to me that he/she is a of SPRINGVILLE CITY, a body politic of the State of Utah, Grantor in the foregoing Special Warranty Deed, and that he/she duly acknowledged to me that he/she executed the foregoing instrument as a free and voluntary act for and on behalf of the said. Notary public 17 of 22

21 Exhibit A to the Springville Deed That certain land located in Utah County, Utah, and as described as follows: COMMENCING AT A POINT SOUTH FEET AND EAST FEET OF THE NORTHWEST CORNER OF SECTION 2, TOWNSHIP 8 SOUTH, RANGE 3 EAST, SALT LAKE BASE AND MERIDIAN; THENCE SOUTH EAST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE RIGHT FEET (CHORD BEARING SOUTH 55º31 44 WEST FEET); THENCE NORTH WEST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE LEFT FEET (CHORD BEARING NORTH 26º57 42 EAST FEET); TO THE POINT OF BEGINNING. CONTAINING 6,211 SQ. FT. MORE OR LESS. 18 of 22

22 WHEN RECORDED, MAIL TO: Springville City Attn: EXHIBIT to Real Estate Exchange Agreement and Escrow Instructions (The CPB Deed) Tax Parcel SPECIAL WARRANTY DEED [PN ] CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole, ( Grantor ), hereby conveys and warrants against all claiming by, through or under Grantor only, to SPRINGVILLE CITY, a body politic of the State of Utah, whose address is ( Grantee ), for the sum of Ten Dollars and other good and valuable consideration, the following described tract of land in Utah County, Utah: See legal description on Exhibit A attached hereto and incorporated by reference herein. SUBJECT TO the lien for general taxes and assessments not yet due and payable, and subject to all easements, claims of easements, rights-of-way, zoning regulations, matters which would be disclosed by a proper survey, and other matters appearing of record (but excluding any mortgages, trust deeds, or other liens securing monetary obligations). Grantor for himself and for his successors in interest does by these presents expressly limit the covenants of this deed to those herein expressed, and exclude all other covenants arising or to arise by statute or otherwise, express or implied. [signature is on the following page] 19 of 22

23 IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed this day of, CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole [DO NOT SIGN EXHIBIT ONLY] By: Name (Print): Its: Authorized Agent STATE OF UTAH ) :ss COUNTY OF SALT LAKE ) On this day of, 2012 personally appeared before me, personally known to me to be an Authorized Agent of CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole, who acknowledged before me that he signed the foregoing instrument as Authorized Agent for the CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER-DAY SAINTS, a Utah corporation sole, and that the seal impressed on the within instrument is the seal of said corporation; and that said instrument is the free and voluntary act of said corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation and that said corporation executed the same. WITNESS my hand and official seal. Notary Public for the State of Utah 20 of 22

24 Exhibit A to the CPB Deed That certain land located in Utah County, Utah, and as described as follows: COMMENCING AT A POINT SOUTH FEET AND EAST FEET OF THE NORTHWEST CORNER OF SECTION 2, TOWNSHIP 8 SOUTH, RANGE 3 EAST, SALT LAKE BASE AND MERIDIAN; THENCE SOUTH EAST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE RIGHT FEET (CHORD BEARING SOUTH 41º57 31 WEST FEET); THENCE SOUTH WEST FEET; THENCE ALONG THE ARC OF A FOOT RADIUS CURVE TO THE LEFT FEET (CHORD BEARING SOUTH 28º40 26 WEST FEET); THENCE NORTH WEST 5.43 FEET; THENCE NORTH EAST FEET TO THE POINT OF BEGINNING. CONTAINING 3,122 SQ. FT. MORE OR LESS. 21 of 22