Contract C21-0162 PSA TWG Development LLC

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C21-0162

AGREEMENT FOR PURCHASE OF REAL ESTATE

This Agreement for Purchase of Real Estate (“Agreement”), 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”), is made as of the
later date subscribed beneath Seller’s and Purchaser’s signatures set forth herein below (‘Effective
Date”).

WHEREAS, Seller has the right to sell, lease, exchange or otherwise dispose of its
property for the best interests of the Seller. The Seller shall determine the best interests of the city
and such determination shall be final. The Seller has determined that the sale of the Property will
be in the best interests of the Seller (Glendale City Charter, Article 1, Section 3; Glendale City
Code, Section 2-166).

WHEREAS, the notice for sale of this property has been made in a newspaper of general
circulation in the City of Glendale for two (2) consecutive weeks and posted at the Glendale City
Hall, 5850 W. Glendale Avenue, Glendale, Arizona 85301 for twelve (12) consecutive days
(Glendale City Code, Section 2-167).

WHEREAS, Seller desires to sell and Purchaser desires to purchase, upon the terms and
conditions hereinafter set forth, that certain real property in the City of Glendale (City), State of
Arizona, which is more particularly described in Exhibit A attached hereto, together with all
improvements, rights, easements, and appurtenances pertaining thereto and all fixtures and other
property located thereon, including but not limited to water rights, air rights, development rights,
rights to minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced
from the real property and not previously reserved (to the extent the same is held by Seller), rights
to strips and gores, streets, alleys, rights-of-way, public ways, or other rights appurtenant, adjacent,
or connected to the real property, (collectively, the “Property”).

Now, therefore, in consideration of the mutual promises and covenants herein contained,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto agree as follows:

1. Purchase Price. The purchase price for the Property shall be $6.50 per square foot. The
Parties anticipate the square footage of the Property to be 4.22 acres, totaling One Million
One Hundred Ninety-Four Thousand Eight Hundred Fifty Dollars ($1,194,850.00)
(“Purchase Price”), subject to the terms and conditions contained in this Agreement. At
the time of closing, the Parties shall adjust the Purchase Price based on the square footage
of the parcel to be conveyed.

2. Payment, The Purchase Price shall be paid as follows:

Within five (5) business days following the Effective Date, Purchaser shall deposit with
the Title Company (defined below) the sum of Ten Thousand Dollars ($10,000.00)
(“Earnest Money”). The Earnest Money is to be held by First American Title Company,
20241 North 67" Avenue, Suite A-2, Glendale Arizona 85308 (“Title Company”), Attn:
Monica Chavez, in trust for the mutual benefit of the Parties and accordance with the terms
in this Agreement and shall be applicable to the Purchase Price.

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a. The Eamest Money shall be deemed fully refundable except as otherwise set forth
herein. Should Purchaser provide written notice to terminate this Agreement as
provided for herein, Purchaser’s Earnest Money shall be refunded to Purchaser by the
Title Company.

b. The balance of the Purchase Price, plus or minus the prorations described herein, shall
be paid on the Closing Date by certified check or wire transfer of immediately available
federal funds to the Title Company.

3. Closing. The consummation of the transaction contemplated herein (“Closing”) shall take
place at the offices of the Title Company, or electronically, at 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’).

a. Closing Costs.

i. Seller Closing Costs. On or before Closing, Seller shall pay: (i) Seller’s
attorneys’ fees, if any; (ii) all title insurance fees and premiums for the issuance to
Purchaser of a standard owner’s title insurance policy, (iii) all transfer taxes, recording
taxes, documentary stamp taxes and similar taxes, and (iv) fifty percent (50%) of all escrow
charges.

ii, Purchaser Closing Costs. On or before Closing, Purchaser shall pay:
(i) Purchaser’s attorneys’ fees; (ii) any additional premium cost for an extended owner's
title policy and any endorsements requested by Purchaser; (iii) all recording fees on
recordable documents incident to the conveyance of the Property to Purchaser; and (iv)
fifty percent (50%) of all escrow charges.

iii. Other Costs. Any closing costs not otherwise provided for herein shall be
allocated among and paid by the parties hereto in the manner which is customary for a sale
of real property in the City of Glendale.

b. Prorations: Titie Compariy.
i. Prorations.

Taxes and Assessiitents. All real property ad valorem taxes, special taxes, and
assessments accruing in years prior to the year in which the acquisition of the
Property by Purchaser occurs shall be paid by Seller. All real property ad valorem
taxes, special taxes, and assessments accruing in the year in which the acquisition
of the Property by Purchaser occurs shall be prorated among Seller and Purchaser
through the Closing Date (as defined above). All real property as valorem taxes,
special taxes, and assessments accruing after the Closing Date shall be paid by
Purchaser.

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ii. Actions By Title Company

A. Upon the Closing, Title Company shall promptly undertake all of
the following in the manner indicated:

lL. Prorations. Prorate all matters referenced in this Section 4(b)
above based upon the settlement statement delivered into Escrow
signed by the parties.

2. Recording. Cause the deed and any other documents that the

parties to this Agreement may mutually direct, to be recorded in the
official records of the County.

3. Disbursements. Disburse from funds deposited by
Purchaser with Title Company, payment of the Purchase Price and
all other items chargeable to the account of Purchaser pursuant to
this Agreement in payment of such obligations.

a. Title Policy. Direct the Title Company to issue to Purchaser
an original ALTA Standard Owner’s Policy of Title Insurance or, if
requested by Purchaser, an original ALTA Extended Coverage
Owner’s Policy of Title Insurance (“Title Policy”) in the amount of
the Purchase Price showing title to the Property vested in Purchaser
and with such endorsements as Purchaser may request.

c. Conditions Precedent to Closing.

It shall be a condition precedent to Purchaser’s obligation to purchase the Property,
that, on or before seven (7) calendar days prior to the Closing Date, Purchaser shall
receive approval of low-income tax credits from the Arizona Housing Authority. In
the event Purchaser has not received and approved the requisite approval from the
Arizona Housing Authority on or before seven (7) calendar days prior to the Closing
Date, Purchaser may, at its sole option, by delivering a written notice to the Seller and
Title Company, elect to: (A) terminate this Agreement and receive a refund of any
monies then in escrow; or (B) extend the Closing Date for a period of thirty (30)
calendar days; or (C) waive this condition and proceed with Closing on the scheduled
Closing Date. Should Purchaser elect not to terminate this Agreement in accordance
with the provisions of this Section 4(c), Purchaser shall proceed to Closing as provided
herein.

4. Due Diligence Period.

a. Purchaser, and Purchaser’s agents and contractors, at its sole cost and expense, has the
right, for a period of one hundred 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

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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.

5. Inspections Prior to Closing.

a. As-Is Sale. Purchaser acknowledges and agrees that it is purchasing the Property on an
“gs is” basis and “with all faults” basis. Purchaser acknowledges that it has been given
the opportunity to make a full and complete investigation and inspection of the Property
and that Purchaser has had an opportunity to make full inquiry of Seller as to all matters
deemed relevant by Purchaser in evaluating the Property. Purchaser acknowledges and
agrees that, except as expressly provided in this Agreement, Seller has made no
representations or warranties and has no continuing responsibility or liability regarding
the Property, including, without limitation, its physical condition and its
“Environmental Condition” (as defined below). Purchaser is not relying in any way
upon any representations, statements, agreements, warranties, studies, plans, reports,
descriptions, guidelines or other information or material furnished by Seller or its
representatives, whether oral or written, express or implied, of any nature whatsoever,
except as expressly provided in this Agreement. Further, nothing in this Agreement
requires Seller to conduct any investigation or commission any reports or studies to
assess the environmental condition of the Property.

b. For purposes of this Agreement, “Environmental Condition” shall mean any
condition with respect to soil, surface water or groundwater at, from or below the
Property or other conditions present at the Real Estate. Such conditions need not be in
violation of Environmental Laws (as herein defined), require remedial action, and/or
cause, result in, give rise to or have the potential to give rise to any claims, demands,
and/or liabilities to third parties, including but not limited to, governmental entities.

c. Without limiting the generality of the foregoing, Purchaser expressly waives and
relinquishes any and all rights and remedies Purchaser may now or in the future have
against Seller, whether known or unknown, with respect to the Environmental
Condition of the Property except as expressly provided in this Agreement

d. As used herein, “Environmental Laws” shall include, without limitation, federal,
state, local, and regional statutes, rules, regulations, and the common law relating to
the environment, including, without limitation, the Arizona Environmental Quality
Act, contained in Title 49 of the Arizona Revised Statutes, as amended; the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”); the Resource Conservation

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and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901, et seq. (“RCRA”);
the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 1801, et
seq. (“HMTA”); the Clean Air Act, as amended, 42 U.S.C. Section 7401, et seq,; the
Emergency Planning and Community Right-To-Know Act of 1986, as amended, 42
U.S.C. Section 11001 et seq. (“EPCRA”); the Federal Insecticide, Fungicide, and
Rodenticide Act, as amended, 7 U.S.C. Section 136, et seq.; the Clean Water Act, as
amended, 33 U.S.C. Section 1251, et seq.; the National Environmental Policy Act, as
amended, 42 U.S.C. Section 4321, et seq.; the Occupational Safety and Health Act, as
amended, 29 U.S.C. Section 651 et seq.; the Endangered Species Act, as amended, 16
U.S.C. Section 1531, et seq.; the Rivers and Harbors Act of 1899, as amended, 33
U.S.C. Section 401 et seq.; the Oil Pollution Act of 1990, as amended; the Pollution
Prevention Act of 1990, as amended; the Safe Drinking Water Act, as amended, 42
U.S.C. Section 300[f] et seq.; the Toxic Substances Control Act, as amended, 7 U.S.C.
Section 136 et seq. (“TSCA”); any regulations promulgated under or pursuant to any
of the foregoing; and all other federal, state, and local laws, ordinances, statutes, codes,
rules, regulations, orders, and decrees now in effect relating to the existence of
Hazardous Materials (as herein defined) located at the Property. As used herein, the
term “Hazardous Material(s)” includes, without limitation, any hazardous waste,
solid waste or toxic materials, hazards, substances, pollutants, or contaminants located
at or emanating from the Property, as defined in the applicable Environmental Laws
described herein.

e. Purchaser further recognizes and understands that the [Property] is the site of the
abandoned Glendale City Courthouse project. Accordingly, the [Property], including
the Property, may have remnants of the prior construction project including building
footings, foundation, underground structures and existing infrastructure and easements.
Notwithstanding the prior construction and its potential impact or limitation on the
Purchaser’s rights and the Property, Purchaser agrees to the purchase of the Property
as provided herein.

f. Purchaser agrees that, in making any physical or environmental inspections of the
Property, Purchaser or Purchaser's agents will: (i) carry not less than $1,000,000.00 in
commercial general liability insurance prior to the entering upon the Property to make
such inspection; (ii) will not reveal to any third party not approved by Seller (other than
Purchaser's agents, employees, contractors, design professionals, and lenders with a
need to know) the results of its inspections; and (iii) will restore promptly any physical
damage caused by the inspections.

g. Prior to Purchaser and Purchaser’s agents, representatives, employees, independent
contractors and invitees entry on to the Property to perform any Due Diligence
activities, including, but not limited to, any subsurface testing, drilling, or excavation
of the Property, Purchaser will obtain Seller’s approval, which will not be unreasonable
delayed or withheld.

h. Purchaser shall indemnify, defend, and hold harmless Seller, the Property and Seller’s
agents, employees, officers, elected officials, directors, shareholders, partners,

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members, affiliates, successors, assigns, and representatives for, from, and against any
and all liabilities, losses, claims, demands, damages, including reasonable attorneys’
fees, experts fees, consultants fees, courts costs, and any other expenses to the extent
they result from or arise out of or are in any way connected with:

i. Purchaser’s inspection of the Property;
ii. | Purchaser’s accessing the Property to conduct Studies; and
iii. Purchaser’s failure to restore the Property in accordance with this
Section 6.

This indemnification shall survive the Close of Escrow or any early termination of this
Agreement for a period of one (1) year; provided, however, that Purchaser’s obligation
above to indemnify, defend, and hold harmless shall not extend to any claims or
liabilities arising out of the discovery or disturbance of any pre-existing conditions on
the Real Estate.

6. Maintenance of Property. Seller shall take no action to change the condition of the
Property or the condition of title to the Property from the Effective Date until Closing.

7. Rezone, Replat and Easement.

Seller and Purchaser acknowledge that the Property is currently part of a larger parcel of
land owned by Seller which must be replat in order to delineate the Property contemplated
by this Agreement (the “Replat’). Seller shall work with Purchaser to effectuate the
Replat prior to the expiration of the Due Diligence Period

8. Survey and Title fnsuraice.

i. Within ninety (90) days of the Effective Date, Purchaser shall order a title commitment
(‘Title Commitment”) for an ALTA owner’s title insurance policy (“Title Policy”)
issued by the Title Company in the amount of the Purchase Price.

j. Within three (3) business days of the Effective Date, Seller shall provide Purchaser
with its existing survey of the Real Estate, if available. Purchaser will provide and pay
for an updated or new ALTA survey of the Real Estate, as it deems necessary
(“Survey”).

k. Purchaser shall have until the expiration of the Due Diligence Period, in which to notify
Seller of any title defects (“Defects”) disclosed by the Title Commitment or Survey.
Any matter set forth in the Title Commitment and Survey not set forth in said notice
shall be deemed to be a “ermitted Exception” to the title, and the Deed and Title Policy
delivered at Closing may be subject thereto. If no such notice is given, it shall be
deemed that Purchaser has agreed to accept the Real Estate subject to the matters shown
in the Title Commitment and Survey, and this Agreement shall remain in full force and
effect. Seller shall have 10 days from receipt of Purchaser’s notice (the “Cure Period”)

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in which to remedy the Defects or to obtain title insurance by the Title Company
insuring over and against such Defects (the premium for which shall be paid by Seller)
and provide evidence satisfactory to Purchaser thereof. If Seller fails to remedy such
Defects or obtain such title insurance within the Cure Period, Purchaser shall have the
option exercisable within 10 days after the expiration of Seller’s Cure Period to agree
to accept a conveyance of title subject to such Defects, and proceed with this
Agreement (in which event the Title Commitment and the Deed will be accepted
subject to any such Defects as Permitted Exceptions) or, give written notice to Seller
to terminate this Agreement, and thereafter no party hereto shall have any claims,
rights, duties, obligations, or liabilities to another party hereto by virtue of this
Agreement, except those which herein are expressly stated to survive any termination
of this Agreement, and the Earnest Money shall be returned to Purchaser. If Purchaser
makes no election it shall be deemed that Purchaser has agreed to accept title “as is”
subject to the Defects, and this Agreement shall remain in full force and effect.

To the extent any defects, exceptions or encumbrances arise and appear on the Title
Commitment subsequent to the expiration of the Due Diligence Period but prior to the
Closing Date (“Subsequent Defects”), Seller shall determine whether Seller is able to
cure and/or insure over the same. To the extent Seller elects not to or is unable to cure
the Subsequent Defects, Purchaser, at its sole option, may proceed with this Agreement
(in which event the Title Commitment and the Deed will be accepted subject to any
such Subsequent Defects) or, give written notice to Seller to terminate this Agreement,
and thereafter no party hereto shall have any claims, rights, duties, obligations, or
liabilities to another party hereto by virtue of this Agreement, except those which herein
are expressly stated to survive any termination of this Agreement, and the Earnest
Money shall be returned to Purchaser

9. Deliveries at Closing. At Closing, Seller shall deliver to Purchaser the following:

a.

A duly authorized and executed general warranty deed from each respective Seller in
recordable form, conveying good and marketable title to the Real Estate (“Deed”),
subject only to current real estate taxes not yet due and payable, and the Permitted
Exceptions;

Bill of sale, if necessary;

Vendor’s affidavit acceptable to Purchaser and Title Company, stating that all of the
representations and warranties set forth in Section 13 below are true and correct as of
the date of closing, and sufficient to delete all standard exceptions from the Title Policy
and Title Commitment;

Non-foreign affidavit, properly executed, containing such information as shall be
required by Internal Revenue Code § 1445(b)(2) and the regulations promulgated
thereunder stating that Seller is not a “Foreign Person” (as defined in Section 1445);

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e. All other documentation which may be reasonably required by the Title Company in
order to insure Purchaser with good and marketable title to the Real Estate; and

f. All other documents necessary to complete the transaction contemplated by this
Agreement.

10. Possession. Sellers agrees to deliver exclusive possession of the Real Estate to
Purchaser at Closing.

11. Representations and Warranties of Seller. As a material inducement to
Purchaser for entering into this Agreement, Seller hereby represents and warrants to Purchaser as
follows:

a. Seller owns and will continue to own good, marketable and indefeasible fee simple title
to the Real Estate on the date of Closing, subject only to the lien of current, non-
delinquent real estate taxes, easements, and other matters of record;

b. Seller is duly organized, validly existing and has authority to sell the Real Estate;

c. To the best knowledge and information of Seller, there are no violations of any laws,
regulations, codes, ordinances, orders or requirements affecting their respective Real
Estate, including, but not limited to applicable laws, regulations, ordinances or
requirements relating to ecology, the environment, pollution, health or safety;

d. There is no litigation or proceeding pending or, to the best knowledge of Seller,
threatened against or relating to the Real Estate, including, without limitation, any
proceedings for condemnation or other exercise of the power of eminent domain;

e. To the best knowledge and information of Seller, there are no liens or claims which
may ripen into liens against the Real Estate other than those to be released at or before
closing; and

f. To the best knowledge and information of Seller, there are no unbilled special
assessments against the Real Estate.

12. Represemtations and Warranties of Purckaser. Purchaser represents and
warrants to Seller that Purchaser has the full right, power, and authority to enter into this
Agreement and to perform its obligations hereunder.

13. Caswatty or Condemnation. If on or before the Closing Date all or any part of the
Real Estate is destroyed or damaged by fire or any other cause, or if eminent domain proceedings are
instituted, or a notice of condemnation is given, with respect to all or a portion of the Real Estate,
Seller shall promptly notify Purchaser thereof. If such damage or destruction is repaired at the sole
cost and expense of Seller prior to Closing to substantially the same condition existing prior to such
damage or destruction, or if such damage or destruction does not exceed $25,000 (as determined by
Seller’s insurer), or if the value of any land taken or to be taken does not exceed $25,000, Purchaser

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shall be bound to purchase the Real Estate without any reduction in the Purchase Price but receiving
an assignment of all insurance or eminent domain proceeds on account thereof. In the event of (i)
damage to or destruction of all or any part of the Real Estate of more than $25,000 and Seller fails to
repair such damage or destruction as provided herein, or (ii) the institution or giving of notice of
eminent domain proceedings with respect to all or any part of the Real Estate the value of which is
more than $25,000 Purchaser shall have the right to terminate this Agreement by giving written notice
to Seller on or before the Closing Date and in the event Purchaser exercises such right to terminate
this Agreement, the Earnest Money shall be returned to Purchaser, whereupon no party hereto shall
have any further rights, obligations or liabilities hereunder except those which survive termination.
In the event of any un-repaired damage or eminent domain proceedings which would permit
termination hereunder and neither party elects to terminate, or if Purchaser is required to proceed
hereunder, the Deed shall be subject to any such eminent domain proceeding, such taking shall be
deemed a Permitted Exception, and Seller shall deliver to Purchaser on the Closing Date an
assignment in a form reasonably satisfactory to Purchaser of all of Seller’s right, title and interest in
and to any eminent domain award or insurance claim to the extent not previously applied to restoration
or repair of the Real Estate, but the Purchase Price shall not be affected by any such condemnation,
damage or destruction.

14. Default.

a. Selfer’s Remedy. The Parties acknowledge that it is impossible to ascertain Seller’s
damages in the event of default by Purchaser hereunder. Accordingly, the Parties agree
that if Purchaser defaults in performing under this Agreement (Seller not then being in
default), The Title Company shall pay to Seller all monies then in escrow and any
interest thereon, not as a penalty, but for full liquidation of damages, the parties
declaring and agreeing that such is and represents a reasonable forecast and settlement
of such damages of Seller. The Parties agree that the sum stated above in liquidated
damages shall be in lieu of any other relief to which the Seller might otherwise be
entitled by virtue of this Agreement or by operation of law or otaerwise, and shall
represent Seller’s sole and exclusive remedy for such breach by Purchaser.

b. Purchaser’s Remedy. In the event that Seller defaults in performing under this
Agreement or should any of Seller’s warranties or representations be untrue in any
material respect, if no other remedy therefor is specified herein, Purchaser may (if
Purchaser is not in default) either terminate this Agreement by written notice delivered
to Seller on or before the Closing Date (in which case The Title Company shall refund
to Purchaser all monies then in escrow , if any, with interest) or pursue specific
performance In addition to the foregoing, the parties acknowledge that it is impossible
to ascertain Purchaser’s damages in the event of default by Seller hereunder.

IS, Notices. All notices, requests, demands, consents, and other communications
required or permitted under this Agreement (“Notice”) shall be in writing and shall be deemed to
have been duly and properly given on the date of service if delivered personally, or, if mailed, on
the day such Notice is deposited in a receptacle of the United States Postal Service, registered or
certified mail, first class postage prepaid, return receipt requested, addressed appropriately to the

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last. known address of Seller or Purchaser. All Notices required or permitted hereunder, shall be
in writing and delivered to the Parties at the following addresses:

To Seller: The City of Glendale
5850 West Glendale Avenue
Glendale, Arizona 85301
Attention: Kevin Phelps, City Manager

kphelps@glendaleaz.com

With a copy The City of Glendale

to: 5850 W. Glendale Avenue,
Glendale, Arizona 85301
Attention: Michael Bailey
mbailey(@glendaleaz.com

If to Purchaser: TWG Development, LLC
1301 E. Washington Street
Indianapolis, IN 46202
Attention: Travis Vencel
812-320-0966

tvencel@twgdev.com

W/ a copy to: TWG Development, LLC
1301 E. Washington Street
Indianapolis, IN 46202
Attention: Dustin Detzler, Esq.
317.264.1833

ddetzler@twedev.com

16. Broker Commissions. Seller and Purchaser covenant and represent each to the other,
there is no party entitled to be paid a finder’s fee, cooperation fee, commission or other brokerage-
type fee or similar compensation in connection with this Agreement and the transactions contemplated
hereby (whether sale or loan), and that neither Seller nor Purchaser has had ariy dealings or agreements
with any such individual or entity in connection therewith. If any person or entity shall assert a claim
to such a fee or compensation against either Seller or Purchaser on account of alleged employment as
a finder, consultant or broker, then the party to this Agreement by, through or under whom the person
or entity claims such employment shall indemnify, defend and hold harmless the other party against
and from any and all such claims and all costs, expenses and liabilities incurred in connection with
such claim or any action or proceedings brought thereon. The agreements contained in this Section
18 shall survive the Closing or the earlier termination hereof.

17. Survival. Except as expressly set forth in this Agreement, no representations,

warranties, covenants, agreements, undertakings, and other obligations of Seller set forth herein
shall survive the closing of the transactions contemplated hereby or the execution and delivery of

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the documents contemplated hereunder, and such shall be merged therein, and no action based
thereon shall be commenced after the Closing of this transaction. The delivery of the Deed by
Seller, and the acceptance thereof by Purchaser, shall be deemed the full performance and
discharge of every obligation on the part of Seller to be performed hereunder, except those
obligations of Seller which are expressly stated in this Agreement to survive the Closing of this
transaction.

18. Timeofthe Essence. Time is of the essence of this Agreement. Provided, however,
that if the time within which any action, consent, approval or other activity herein contemplated,
expires on a Saturday, Sunday, national bank holiday, or national holiday, such time period shall
automatically be deemed extended to the first day after the scheduled termination of such time period
which is not a Saturday, Sunday, national bank holiday, or national holiday.

19. Governing Law. This Agreement shall be governed by and enforced in accordance
with the laws of the state of Arizona. Any provision of this Agreement which is unenforceable or
invalid or the inclusion of which would affect the validity, legality or enforcement of this Agreement
shall be of no effect, but all the remaining provisions of this Agreement shall remain in full force and
effect.

20. | Entire Agreement. This instrument, including all exhibits, contains the entire
agreement between the Parties and no representations, warranties, or agreements have been made
by either of the Parties except as set forth in this Agreement. No modification, waiver, or
amendment of the provisions of this Agreement shall be effective unless made in writing and
executed by the Parties hereto.

21. Assignment. This Agreement shall inure to the benefit of and shall be binding
upon the Parties hereto and their respective heirs, representatives, successors, and permitted
assigns; provided, however, that neither Seller nor Purchaser may assign its rights or obligations
hereunder without the prior written consent of the other party, which shall not be unreasonably
withheld. Notwithstanding the foregoing, Purchaser shall be permitted, without the need for Seller
consent, to assign this Agreement to an entity owned in whole or in part by Purchaser or
Purchaser’s members but not to any unrelated third party.

22. Constrwetion. Each party hereby acknowledges that the Parties participated
equally in drafting this Agreement and that, accordingly, no court construing this Agreement shall
construe it more stringently against one party than the other.

23. Biading. The issuance of this Agreement by Purchaser does not constitute an offer
for the purchase of the Real Estate by Purchaser to Seller. This Agreement shall not be binding of
effective until properly executed and delivered by both Seller and Purchaser.

24. Waiver. Failure of eitaer Purchaser or Seller to exercise any ‘ign given hereunder
or to insist upon strict compliance with regard to any term, condition or covenant specified herein,
shall not constitute a waiver of Purchaser’s or Seller’s right to exercise such right or to demand
strict compliance with any term, condition or covenant under this Agreement.

DocuSign Envelope ID: 384C899C-3609-4A06-8A10-AE7C563CF 838

25. 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 one and the same
instrument.

26. Reeording. This Agreement may not be recorded by Seller or by Purchaser, but
shall be made available to the public as provided by the Arizona Public Records Act.

27. Confidentiality. The Parties will use commercially reasonable efforts not to
disclose or permit the disclosure of the existence of the terms of this Agreement, or the transaction
contemplated herein, to any other person, without the other party’s consent; provided, however,
each party may disclose this Agreement and transaction contemplated herein to its attorneys,
financing partners, consultants or other agents, or as required by law or by any governmental
agency.

28.  Definitigiis. “Day” shall mean a calendar day unless otherwise specified herein.

29. Required Actions of Purchaser and Seller. Purchaser and Seller agree to execute
such instruments and documents and to diligently undertake such actions as may be required to
consummate the purchase and sale contemplated in this Agreement and will use good faith efforts
to accomplish the Close of Escrow in accordance with the provisions hereof.

DocuSign Envelope ID; 384C899C-3609-4A06-8A 10-AE7C563CF 838

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

E-SIGNED by Vicki Rios

B on.2021-03-11 16:59:19 GMT
yt

Name:

Its:

Date:

ATTEST:

E-SIGNED by Julie Bower
o0n.2021-03-11 17:44:07 GMT

Julie K. Bower, City Clerk

REVIEWED AS TO FORM .
E+SIGNED by Michael Bailey

on.2021-03-10 20:51:31 GMT
Michael D. Bailey, City Attorney

“PURCHASER”
TWO DEVENOP MENT! LLC,
an I jana Lifted ipbility company

By: 2771 B54E44CA443
Name: Louis A. Knoble

Its: Member

DocuSign Envelope ID: 384C899C-3609-4A06-8A10-AE7C563CF838

LEGAL DESCRIPTION

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