April 22, 2022

Mr. Doug Holmberg

Property Reserve, Inc.
51 S. Main Street Suite 301
Salt Lake City, UT 84111
O: 801-321-8704

RE: Acquisition of property located at Parcel Number 07-351-001 and Parcel Number 07-34-
477-001 (41.06 acres), +/- 6 South 5600 West, Salt Lake City, Utah 84120 (the “Property”)

Dear Mr. Holmberg:

I am writing on behalf of the Salt Lake Garfield & Western Railway (“SLGW”), a Patriot Rail
Company railroad, in connection with SLGW’s pending offer to purchase the above-referenced
Property owned by Suburban Land Reserve, Inc. (“SLR”), a real estate subsidiary of the
Corporation of The President of The Church of Jesus Christ of Latter-day Saints (the “Church”).

As set forth in our March 17, 2022 correspondence, SLGW seeks to acquire the Property in
connection with SLGW’s construction of a rail classification yard and to support SLGW’s rail
customer usage. Utilization of the Property will also support the implementation of an obligated
$13.65 million U.S. Department of Transportation INFRA grant for SLGW to construct a new rail
interchange that will minimize blocked highway-rail grade crossings at SLGW’s East Yard in
Poplar Grove, dramatically enhance safety and decrease disruption, emissions and noise for City
residents.

Given the importance of the intended rail classification yard, SLGW’s rail customer’s intended
usage of the Property, and the INFRA grant, SLGW has been negotiating the purchase of the
Property from the Church for several years. As you know, SLGW made an official offer to
Property Reserve, Inc. (“PRI”) to purchase the Property for approximately $5.4 million in the
summer of 2021. Following your request to us in late February that SLGW increase its offer to $6
million, we did so, culminating in our March 2, 2022 offer to purchase the Property for $6 million.
We further understood that PRI approved SLGW’s offer in mid-March, and was proceeding with
preparation of a purchase sale agreement.

On April 8, 2022, however, we received notice that PRI intends to solicit additional bids to
purchase the Property. We understand that the deadline to submit offers is May 8, 2022 and
reaffirm our March 2, 2022 offer to purchase the Property for $6 million. Although we welcome
follow-up dialogue with PRI regarding our proposed real estate purchase terms, we are also serving
this letter to reserve our rights to obtain the Property through eminent domain.
This letter is provided as part of an attempt to acquire the Property by your agreement without
using the power of eminent domain, although SLGW may proceed to use that power if we are
unable to reach agreement through negotiation. Because SLGW may be required to use eminent
domain to acquire the Property, state law requires that SLGW provide you with the following
disclosures for purposes of our continued communications over the next 30 days:

 You are entitled to receive just compensation for your Property.

 You are entitled to an opportunity to negotiate with SLGW over the amount of just
compensation before any legal action will be filed.
 You are entitled to an explanation of how the compensation offered for your Property
was calculated.
 Although you have commissioned at least one appraisal of the Property, SLGW has
recently retained an appraiser of its own to help determine the Property’s fair market
value. You are entitled to accompany the appraiser during an inspection of your
Property if you desire.
 You are entitled to discuss this case with the attorneys at the Office of the Property
Rights Ombudsman (the “OPRO”). The OPRO may be reached at 801-530-6391, or at
Heber M. Wells Building, 160 East 300 South, Box 146702, Salt Lake City, UT 84114-
6702.
 The OPRO is a neutral state office staffed by attorneys experienced in eminent domain.
Their purpose is to assist citizens in understanding and protecting their property rights.
You are entitled to ask questions and request an explanation of your legal options.
 If we cannot come to an agreement about the value of the Property and amount of just
compensation due to you, you are entitled to request free mediation or arbitration of
the dispute from the OPRO. As a part of the mediation or arbitration, you are entitled
to request a free independent valuation of the property, for which SLGW would pay.
 Because this process involves the acquisition of real property, oral representations or
promises made during the negotiation process are not binding upon SLGW. All such
representations or promises must ultimately be in writing to be enforceable.
 To assist you in answering any questions regarding the ways in which the OPRO may
assist you, we are enclosing with this letter a complete printed copy of the materials
available on the OPRO’s website at https://propertyrights.utah.gov/notice-to-property-
owners/.

As indicated above, SLGW is in the process of obtaining another appraisal to help establish the
fair market value of the Property. We understand the appraiser has been in contact with PRI’s
representatives. Once that appraisal is complete, we will share it with you. In the meantime, we
reiterate our offer to acquire the Property for $6M (plus any incidental expenses), which is more
than the $5.4M value we previously offered. For that reason, we believe the offer is more than fair,
and exceeds any award likely obtained through litigation if SLGW is forced to condemn the
Property.

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We wish to emphasize that SLGW prefers to acquire the Property through negotiation and so we
solicit your response to this offer. We would be pleased to visit with you or your representative to
discuss this letter and to answer any questions you might have about the acquisition process,
including condemnation should that become necessary. On behalf of SLGW, we look forward to
our continuing conversations.

Sincerely,

Donald M. Itzkoff
Chief Policy Officer
Patriot Rail Company

Attachments

cc: Erich Smith, Manager, Real Estate (Patriot Rail Company)

Rob Keller, Esq. (Snow Christensen & Martineau LLP)

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 March 17, 2022

Mr. Doug Holmberg

Property Reserve, Inc.
51 S. Main Street Suite 301
Salt Lake City, UT 84111
O: 801-321-8704

Re: Parcel Number 07-351-001 and Parcel Number 07-34-477-001 (41.06 acres), +/- 6 South
5600 West, Salt Lake City, Utah 84120 (the “Property”)

Dear Mr. Holmberg:

I am writing on behalf of the Salt Lake Garfield & Western Railway (“SLGW”) in connection with
SLGW’s pending offer to purchase the above-referenced Property owned by Suburban Land
Reserve, Inc. (“SLR”), a real estate subsidiary of the Corporation of The President of The Church
of Jesus Christ of Latter-day Saints (the “Church”).

SLGW appreciates this opportunity to provide additional context regarding our ongoing
discussions about the critical importance of the Property to an awarded and obligated federal
grant of $13.65 million to the Utah Department of Transportation (“UDOT”) for SLGW to
construct a new rail interchange that will enhance public safety, boost rail options for shippers,
and improve air quality in the Salt Lake City region (the “West Interchange” project).

As we have noted previously in our discussions with you and the Church going back to 2017, the
Property’s intended function as a rail “classification yard” is integral to completing the West
Interchange and achieving all of the public benefits to the Salt Lake region anticipated from this
$13+ million committed federal grant and SLGW’s substantial matching investment. We
therefore urge Property Reserve, Inc. (“PRI”) to accept our offer (which has been pending since
last summer and recently increased to $6 million at PRI’s request), move forward on a mutually
agreeable real estate purchase contract, and proceed with closing on the Property by April 29,
2022.

SLGW would be pleased to discuss with PRI any and all terms, including any further adjustments
to meet a bona fide offer above the appraised value, and welcomes further dialogue with you.
West Interchange Benefits to the Salt Lake Region
On September 15, 2021, UDOT executed Grant Agreement 69A36521402970INFUT (“Grant
Agreement”) with the U.S. Department of Transportation (“USDOT”) committing and obligating
a $13.647 million Infrastructure For Rebuilding America (“INFRA”) grant to implement the West
Interchange. (Exhibit 1) This grant will leverage at least $9.1 million in private sector match by
the SLGW, for a total project investment in new freight rail facilities in the Salt Lake region of
$22.8 million.
The USDOT, UDOT, Salt Lake City and other stakeholders have all recognized the substantial
public benefits of the West Interchange. Completion of the West Interchange will enable transfer
of rail movements out of SLGW’s East Yard, located in the dense Poplar Grove neighborhood in
the area of 900 West. Relocation to the new West Interchange will minimize blocked highway-
rail grade crossings in Poplar Grove, dramatically enhance safety and decrease disruption,
emissions and noise for City residents. Building the West Interchange will also increase SLGW’s
freight capacity and ability to handle unit trains, expanding choices for shippers and boosting the
City’s economic growth, while at the same time reducing truck traffic environmental impacts and
emissions.
In support of UDOT’s 2017 application for the USDOT INFRA federal funding awarded in 2018 and
obligated in 2021, Utah’s former governor, Salt Lake City’s former mayor, the Utah Congressional
delegation, and other public officials all expressed strong support for the West Interchange.
(Exhibit 2)
Most recently, in support of a pending amendment to the Grant, Director of Salt Lake City Public
Utilities Laura Briefer and Executive Director of Salt Lake City Department of Airports Bill Wyatt
both recognized the substantial public benefits of the West Interchange and how the West
Interchange will “improve transportation solutions for the City and the State of Utah.” (Exhibit 3)
The Property is Integral to the West Interchange and SLGW Appreciates the Engagement with
PRI and the Church
The approximately 41.06 acre SLR Property at 6 South 5600 West is integral to enabling the INFRA
grant to go forward. The Property will support SLGW’s construction of a classification yard that
will enable SLGW to receive (inbound) or stage (outbound) 100-car unit trains, and for the railcars
to be sequenced in the right order. Without the yard at the Property, and without any alternative
yard site, building track extensions alone means that the Interchange cannot meet the INFRA
grant’s stated public benefit purpose and need, potentially jeopardizing the grant funds. Lack of
a classification yard will also impair SLGW’s ability to serve the planned Northwest Quadrant
expansion.
The Property has also already been evaluated as part of the National Environmental Policy Act
(“NEPA”) review and approval process leading up to the Grant Agreement.

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Given the centrality of the intended rail classification yard on the Property to the West
Interchange, SLGW has been negotiating the purchase of the Property from the Church for
several years.
We understand that SLGW’s prior ownership discussed with the Church acquiring the Property
in connection with UDOT’s 2017 grant application and continued these discussions following
USDOT’s 2018 award of the INFRA grant for the West Interchange.
After Patriot Rail acquired SLGW in 2021, SLGW’s new management continued the negotiations
directly with PRI on behalf of the Church, and made an official offer to purchase the Property for
approximately $5.4 million in the summer of 2021. Following your request to us in late February
that SLGW increase its offer to $6 million, we did so, culminating in our March 2, 2022 offer to
purchase the Property for $6 million. We further understood that PRI recently approved SLGW’s
offer, and was proceeding with preparation of a purchase sale agreement.
Although SLGW believes its current offer exceeds its own appraised fair market value of the
Property, SLGW remains willing to further negotiate the price and any other purchase terms PRI
may require.
Conclusion
Without SLGW’s ability to utilize the Property for the rail classification yard function described
above, and without any alternative classification site availability, $13.65 million in federal funding
intended to benefit the Salt Lake region will be lost. In light of the numerous public benefits that
successful completion of the West Interchange will generate, SLGW respectfully asks that PRI
accept SLGW’s pending offer of $6 million, execute a mutually agreeable real estate purchase
contract, and proceed with closing on the Property. SLGW welcomes our follow-up dialogue with
PRI regarding the proposed real estate purchase contract terms, including further negotiation of
the price in recognition of any other offer.
Please do not hesitate to contact us if we can provide further information or address any
questions. We thank you for your consideration and look forward to our further discussions.
Sincerely,

Donald M. Itzkoff
Chief Policy Officer

Attachments
cc: Erich Smith, Manager, Real Estate