‘TOOELE COU! ATON ‘CONTRACT: a Mark K. Buchi, #0475 G. Wesley Quinton, #13575 HOLLAND & HART LLP 222 8. Main Street Suite 2200 Salt Leke City, UT 86101 Telephone: 801-799-5800 Fax: 801-799-5700 Attorneys for Petitioner Miller Motorsports Park, Utah, LLC. BEFORE THE UTAH STATE TAX COMMISSION MILLER MOTORSPORTS PARK, UTAH, | STIPULATION ON “FAIR MARKET LLC, VALUE” AND JOINT MOTION FOR ENTRY OF ORDER Petitioner, Appeal No. 11-348 v. Locallly-Assessed Property Tax TOOELE COUNTY BOARD OF EQUALIZATION, ~ Tax Year: 2010 Respondent. Judge Jan Marshall Jitioner, Miller Motorsports Park, Utah, LLC (“Miller”) and the Tooele County Board of Equalization (the “Board”) (collectively the “Perties”) herby stipulate and agree in full settlement of this action and of the fair market value es of January 1, 2010, for Miller's leased property, including improvements thereon, as follows (referred herein in its entirety es the “Stipulation”: The subject property consists of 512.455 acres of leased land, with motorsports patk improvements thereon (grand prix racetrack, go cart track, grandstands, and 27 buildings), focated at 2901 North Sheep Lane, Tooele; Utah with a tax number of BL 10-0053. The subjecti“ property is utilized for business purposes as a high-quality motorsports park and is taxed under the privilege tax pursuant to U.C.A. § 59-4-101 er seg 2. For the tax yeer 2010, Tooele County assessed Miller's value at $59,141,234 for the real property. For the tax year 2011, Tooele County assessed Miller's real property at the same value of $59,141,234, 3. Miller’s eppeel of the 2010 real property valuation to the Tooele Board of Equalization was denied, Miller subsequently appealed to the Utah State Tax Commission (*Commission”). 4. Miller alloges that it never received notice of the real property value for tax year 2011 end that such notice was never sent, Tooele County alleges thet it sent the notice of real ‘property value for tax year 2011 and thet it was received by Mille, but the notice did not contain the eppeel rights information. 5, This Stipulation is a settlement of the appeal and resolves all valuation disputes ‘between the Pesties for both the 2010 end 2011 tax years, 6, Based upon the Parties’ discussions and evaluation of relevant documents and deta, the Parties agree and stipulate that the fair market value for Millet's leased real property, BL 10-0053, was $27 million as of January 1, 2010 and $27 million es of January 1, 2011, 7. As ameans of avoiding additional eppeals and procedural Inutles relating to the real property value for tax year 2011, the Parties’ further stipulate that (1) the Commission may order « decrease of Miller's real property assessed value to $27 million for tax year 2011 pursoant to its authority under U.C.A. § 59. 1008(2) and Miller shell provide its annual financial statements, certified by Miller's management to fairly represent the financial results andcondition of the Company for 2010 and 2011 to the Board, which information shall be kept strictly confidential by the Board. 8, This Stipulation epresents a compromise of disputed issites and is subject to Rule 408 of the Utah Rules of Evidence. This Stipulation may not be used by any party for any other ‘purpose or in any other proceeding under Title 59, Chapter? of the Uteh Code. 9. This Stipulation has been executed and delivered within the State of Utah, and shall be construed, interpreted, governed, and enforced in accordance with the lews of the State of Utah, without regard to any conflict of lew provision. 10, The Parties understand and agree that this Stipulstion shall constitute the entire agreement between them. 11. The Parties have carefully read the entire Stipulation and agree to all of its contents, Any amendment to this Stipulation must be in writing signed by the Parties and stating the intent to amend the Stipulation. 12, This Stipulation is contingent on end subject to final approval by the Uteh State Tex Commission (“Commission”). 13, Once the Commission fas issued an order that approves this Stipulation, reduces the fair market value to $27 million for tax yeat 2011 pursuant to the Commission's authority under U.C.A. § 59-2-1008(2) (the “Orde:”), instructs Milier to provide to the Board, Miller's annual financial statements, certified by Miller's management that they fairly represent the financial results and condition of the Company for 2010 and 2011, and also instructs the Board ‘hat it shall keep such financial statements of Miller strictly confidential, Miller stipulates to having its respective appeal dismissed with prejudice.14. Once the Commission has issued the Order, the Parties agree thet the Onder will be a final and unappealable order and all rights to future appeals regarding any issue thet could have been raised in this appeal are waived. JOINT MOTION FOR ORDER APPROVING STIPULATED PAIR MARKET VALUE 1, Based upon the Parties’ Stipulation, the Parties jointly move the Tax Commission for entry of the Order setting the fair market value of BL’ 10-0053 at $27 million as of January 1, 2010, 2. in addition, purmuent to the Commission's authority under § 59-2-1008(2) ad based upon the Parties’ Stipulation, the Parties jointly move the Tax Commission for entry of the Order (i) decreasing the fair market value of BL 10-0053 to $27 million as of January 1, 2011 (2) instructing Miller to provide to the Board, Miller's anmuel financial statements, certified by Miller's management that they fairly represent the financial results and condition of the Company Zor 2010 and 2011, (i) instructing the Boesd thet it shall keep such financial statements of Miller strictly confidential and (iv) dizecting the County Board of Equalization, the Toocte County Assessor and the Tooele County Auditor to make the changes as required under this Stipulation,MARILYN K] GILLETTE JOOELE COUNTY CLERK Dated i Colleen 8. Johns« Tooele County Commissioner, Chair Mark K, Buchi seecaat Counsel for Miller Motorsports Park, Utah, LLCCERTIFICATE OF SERVICE ‘The undersigned hereby certifies thet on this __day of November, 2011, a true and correct copy of the foregoing STIPULATION ON “PAIR MARKET VALUE” AND JOINT MOTION FOR ENTRY OF ORDER was served in the manner and upon the recipients named below: 1 USS. Mail, postage prepaid ‘Wendy Shubert Toole County Assessor 1 Hand Delivery 47 South Main Tooele, UT 84074 O Fax 435-843-3110 wohubert@co.tooele.ut-us OQ BMait (1 US. Mail, postage prepaid Duane Moss Jared Moss 1 Hand Delivery MOSS LAW OFFICES, P.C. 175 North Main Street, Suite 102 O Fax Heber City, Utah 84032 435-654-7122 O B-Mail duane@mosslawyer.com i - 5536277 1 n0cxBEFORE THE UTAH STATE TAX COMMISSION MILLER MOTORSPORTS PARK, LLC, ORDER APPROVING STIPULATION Petitioner, Fe Appeal No. 11-348 . Parcel No, BL-10-0053 Tax Type: Locally Assessed Property BOARD OF EQUALIZATION OF Tax Year: 2010 ‘TOOELE COUNTY, STATE OF UTAH, Judge: Marshall Respondent, ‘This matter is before the Utah State Tex Commission as an appeal from the decision of the County Board of Equalization, However, the parties have reached an agreement in this matter and ‘entered into a stipulation pertaining to the value, which is attached to this order and incorporated herein. ‘The parties have also reached an agreement and entered into a stipulation pertaining to the value for the January 1, 2011 lien dats. ‘The Commission declines to approve the stipulation under Utah Code Ann. §59-2-1008@2), as requested by the parties, ‘The Taxpayer did vot file an appeal with the County for the 2011 lien date; bowever the County acknowledges that they did not comply with the notification requirements under Utah Code Aun, §59-2-919.1, in thot appeal rights were not included in the ‘Taxpayer's notice. Under Administrative Rule R884-24P-66(2)(0), the county board shall reoperi to heat such a valuation appeal. As the parties have reached an agreement as to value for the 2011 lien date, in the interest of administrative efficiency, the Commission will approve such stipulation without remanding the matter to the County Board of Equalization. ORDER Based on the foregoing, the Utah State Tax Con subject property as of the lien date January 1, 2010 and January 1, 2011, to be the stipulated valve listed ip the attached stipulation, Tae County Auditor is hereby ordered to adjust his or her records in accordance with this decision. TaD thix__2__ dey vob aesNOTICE: An order approving a stipulated agreement constitutes final agency action on this matter, An action to enforee the agreement may be brought pursuant to Utah Code See. 63G-4-501.tah State Tax Commision UStC- Appeal Certificate of Mailing Miller Motorsports Park LLC vs. Tooele CO BOE, 11-348 Jared W Moss : Attorney for Respondent 175 N Main Street, STE 102 Heber, UT 84032 Tooele County Assessor Representative for Respondent 47 South Main Tooele, UT 84074 ‘Tooele County Auditor Representative for Respondent 47 South Main Tooele, UT 84074 Miller Motorsports Park LLC Petitioner 2901 N Sheep Lane Tooele, UT 84074 Mark K Buehi Attorney for Petitioner 222 South Main, #2200 Salt Lake City, UT 84101