Contract TWG First Amendment
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1 FIRST AMENDMENT TO AGREEMENT FOR PURCHASE OF REAL ESTATE This First Amendment to the Agreement for Purchase of Real Estate (the “First Amendment”) is made and entered into as of this ___day of __________ 2021, by and between the City of Glendale, an Arizona municipal corporation (“Seller”) and TWG Development, LLC, an Indiana limited liability company (“Purchaser”) (collectively referred to as the “Parties”). RECITALS WHEREAS On __________, 2021, the City of Glendale and TWG Development, LLC, an Indiana limited liability company entered into a Purchase and Sale Agreement for the purchase of unimproved real property located at the southwest corner of 47th Avenue and Glendale Avenue, Glendale, Arizona. WHEREAS, the Parties desire to amend the Agreement as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the premises above and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows: 1. Incorporation by Reference. The Agreement for Purchase of Real Estate is specifically incorporated herein and remain in full force and effect except as amended by this First Amendment. In the event of any conflict between this First Amendment and the Agreement for Purchase of Real Estate, the Agreement for Purchase of Real Estate shall control and be binding on the Parties. 2. Section 3 of the Purchase and Sale Agreement shall be amended as follows: Closing. The consummation of the transaction contemplated herein (“Closing”) shall take place at the offices of the Title Company, or electronically, no later than April 6, 2022at a time and date mutually agreed upon by the Parties, not later than the date that is one hundred eighty (180) days after the expiration of the Due Diligence Period, as the same may be extended as provided for herein (“Closing Date”). 3. Section 4 of the Purchase and Sale Agreement shall be amended as follows: Due Diligence Period. a. Purchaser, and Purchaser’s agents and contractors, at its sole cost and expense, has the right, for a period expiring on the Closing Date of April 6, 2022of one hundred DocuSign Envelope ID: F79CE7B2-5609-4106-BAB7-485691DB984E 2 eighty (180) days beginning on the Effective Date of this Agreement (the “Due Diligence Period”), to enter into and onto the Property at reasonable times and conduct inspections, including, but not limited to: examinations and tests of the Property, soil, environmental condition and other physical aspects through an underground utility study, environmental site assessment and survey. Seller shall, within 3 business days of the Effective Date, provide to Purchaser copies of all leases, bills and plans for utilities, tax bills, environmental and Geotech reports, surveys and other documents concerning the Property, if any, in Seller’s possession. b. Except as otherwise provided herein, if Purchaser, for any or no reason, determines the Property is not suitable for its intended use, then Purchaser may terminate this Agreement by written notice delivered to Seller prior to the expiration of the Due Diligence Period (by letter or electronic mail), and all monies held in escrow shall be refunded to Purchaser. In witness whereof, the Parties have caused this Agreement to be executed as of the dates written below. “SELLER” CITY OF GLENDALE, an Arizona municipal corporation By: Name: ________________________________ Its: __________________________________ Date: ______________ ATTEST: ________________________ Julie K. Bower, City Clerk REVIEWED AS TO FORM ________________________ DocuSign Envelope ID: F79CE7B2-5609-4106-BAB7-485691DB984E 3 Michael D. Bailey, City Attorney “PURCHASER” TWG DEVELOPMENT, LLC, an Indiana limited liability company By: _________________________________ Name: ________________________________ Its: __________________________________ Date: ______________ DocuSign Envelope ID: F79CE7B2-5609-4106-BAB7-485691DB984E 9/21/2021 Member Louis A. (Tony) Knoble