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AMENDED AND RESTATED AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY (Unity at Glendale) THIS AGREEMENT is made and entered into this ______ day of __________, 2023 (the “Effective Date”), by and between TWG GLENDALE, LP, an Indiana limited partnership (“Purchaser”), and the CITY OF GLENDALE, an Arizona a municipal corporation, (“City”) and consented to by TWG Development, LLC, an Indiana limited liability company (“TWG Development”, and together with City and Purchaser, the “Parties”). RECITALS A. On March 11, 2021, the City and TWG Development entered into an Agreement for Purchase of Real Estate. The Agreement was subsequently amended by the First Amendment to Agreement for Purchase of Real Estate on September 28, 2021, by the Second Amendment to Agreement for Purchase of Real Estate on March 22, 2022, by the Third Amendment to Agreement for Purchase of Real Estate on January 1, 2023, and the Fourth Amendment to Agreement for Purchase of Real Estate on June 27, 2023 (together, the “Original Purchase Agreement”). B. The Parties now agree to terminate the Original Purchase Agreement and replace it with this Amended and Restated Agreement (“Amended and Restated Agreement”). C. City has the right to sell, lease, exchange or otherwise dispose of its property for the best interests of the City. The City shall determine the best interests of the City and such determination shall be final. The City has determined that the sale of the Property will be in the best interests of the City (Glendale City Charter, Article 1, Section 3; Glendale City Code, Section 2-166). D. The Parties enter into Amended and Restated Agreement for the sole purpose of developing one hundred and five (105) units of affordable housing in accordance with an Arizona Department of Housing (ADOH) Land Use Restriction Agreement (LURA) requiring a thirty (30) year period of affordability and subject to compliance monitoring by ADOH and enforcement therefore through the LURA and Qualified Allocation Plan (“Project”). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, on the terms and conditions set forth in this Amended and Restated Agreement. 1. Description of Property. The Purchaser shall purchase, and City shall sell, upon the terms, provisions, and conditions herein contained, all of the City’s right, title, and interest in and to Parcel Number 146-18-059 which was subdivided into Lot 1A and Lot 1B, as generally depicted and legally described in Exhibit A, attached hereto and recorded with Maricopa County, Arizona. The purchase shall include all buildings, structures, fixtures, and other improvements contained thereon, if any; and all easements, appurtenances, rights, privileges, reservations, tenements, and hereditaments belonging to the parcel or any portion thereof Purchaser is acquiring (the “Property”). The Purchaser is purchasing Lot 1A only; the City shall retain ownership of Lot 1B. 1 2 2. Declaration of Affirmative Land Uses. The Purchaser shall record a Declaration of Affirmative Land Uses upon Lot 1A as shown in Exhibit B upon execution of this Amended and Restated Agreement. 3. Replat and Easement. City and Purchaser acknowledge that the Property was a larger parcel of land owned by the City which was subdivided and re-platted in order to delineate the Property to be sold and developed according to this Amended and Restated Agreement (the “Replat”). The Replat also requires the division and allocation of existing underground drainage facilities and ingress and egress that that both parties share access to Glendale Avenue and 47th Avenue. The parties therefore agree to execute reciprocal easement agreements within 90 days of Closing (as defined below) to legally describe each party’s rights and obligations for operating, maintaining, repairing and, if necessary, replacing the drainage facilities and for shared access. These easements will be generally located as depicted on the diagram provided in Exhibit C, and be will memorialized by final, executed documents that will be inserted and incorporated into this Amended and Restated Agreement after Closing. The access easement will grant reciprocal ingress and egress for Lots 1A and 1B so the parties may cross the other’s lot to access Glendale Avenue and 47th Avenue. Reciprocal drainage easements will allow both lots to utilize underground stormwater storage facilities that straddle the shared property line. In the event that the City sells or otherwise transfers Lot 1B, the City will require that any new owner assume the responsibilities defined in any then-existing easement agreement, or will require that the new owner to enter into new easement agreement upon transfer of Lot 1B, as mutually agreed upon by the parties to said conveyance. 4. Local Government Contribution. The City has reduced the Purchase Price by $700,000 and is waiving 100% of Community Development Fees equating to $78,643.61 as a term of this Amended and Restated Agreement, resulting in $778,643.61 Local Government Contribution towards the Project. 5. Performance. The Purchaser shall construct the Project in accordance with City- approved development plans. Construction shall begin within ninety (90) days of the Effective Date of this Amended and Restated Agreement and shall be completed within thirty-six (36) months of start of construction. Failure to comply will result in a breach of this Amended and Restated Agreement; provided, however, that construction of the Property may be interrupted, and the thirty-six (36) month construction period may be extended for such longer period as is reasonably necessary under the circumstances if construction is interrupted due to any act of God, fire, earthquake, explosion, flood, hurricane, war, strike, labor dispute, terrorism, or other occurrences entirely beyond Borrower’s reasonable control. 6. Method of Conveyance. 6.1 Form of Deed. City will convey Lot 1A to Purchaser at Closing (as hereinafter defined), by Special Warranty Deed. Any personal property located on Lot 1A of the Property, if any, shall be transferred to Purchaser by City at Closing by bill of sale or other appropriate transfer document, free and clear of all liens and encumbrances. 3 6.2 Covenant. Purchaser acknowledges and agrees that Lot 1A shall be used for affordable housing or related purposes and that a declaration of affirmative land uses in the form of Exhibit B attached hereto (the “Declaration”) will be recorded at Closing. 6.3 Purchase Price. The total purchase price for Lot 1A is Four Hundred Eighty Thousand Six Hundred Ninety-Four Dollars ($480,694) (the “Purchase Price”). The purchase price will be payable by Purchaser to City as follows: 6.3.1 Earnest Money. No earnest money deposit is required in connection with this transaction. 6.3.2 Financial Consideration. The Purchase Price, plus Purchaser’s share of Closing costs and customary prorations, shall be paid by Purchaser prior to Closing by certified check or wire transfer of immediately available funds to the Title Company. 7. Title Insurance. 7.1 City and Purchaser acknowledge that City has provided Purchaser with a Title Insurance Commitment (the “Title Commitment”) from First American Title Insurance Company, 211 N. Pennsylvania Street, Suite 1250, Indianapolis, IN 46204, Attention: Rhiannon Waltman and James Shoemaker (“Title Company”). The Title Commitment must show title to the Property in City, subject only to those exceptions shown on Schedule B-2 to the Title Commitment that are acceptable to Purchaser. City is responsible for the cost of the Title Commitment and Title Insurance. 7.2 If the Title Commitment discloses title defects unsatisfactory to Purchaser, Purchaser may give City written notice of such defects by the date which is sixty (60) days after the Effective Date of this Amended and Restated Agreement. City must attempt in good faith to cure such defects prior to the date of Closing, at its expense. If City is unable to cure such defects prior to the date of Closing, Purchaser may elect, at its option, to proceed to Closing and waive the defects or terminate this Amended and Restated Agreement and, in such case, neither party shall have any further obligation hereunder. 7.3 If any instrument or deposit is necessary in order to correct a defect in or objection to title, the following apply: 7.3.1 Any instrument will be in a form and contain terms and conditions Title Company may reasonably require to cure such defects or objection. 7.3.2 Any deposit will be made with Title Company. 4 7.3.3 City agrees to execute, acknowledge and deliver any required instrument and to make any required deposit. 7.4 If City is unable to cure any title defect or satisfy such objection prior to Closing, then Purchaser, at its election, has the right to: 7.4.1 Accept such title as City is able to convey AS IS, without any reduction of the purchase price; or 7.4.2 Elect not to proceed to Closing and terminate this Amended and Restated Agreement. If Purchaser chooses to terminate this Amended and Restated Agreement, this Amended and Restated Agreement, including all prior agreements and amendments, will be null and void ab initio and have no further effect, and all parties to this Amended and Restated Agreement will be released from all obligations hereunder. 7.5 Notwithstanding the foregoing, 7.5.1 Any title condition consisting of monetary liens, deeds of trust or other financial encumbrances against Lot 1A must be removed by City at or prior to Closing, and City’s failure to cause the removal of the same will constitute a default by City under this Amended and Restated Agreement; and, 7.5.2 In the event City fails to cause the removal of a financial encumbrance against Lot 1A prior to Closing, Purchaser has the right to pay amounts required to do so at Closing, and to receive a credit for such payment against the Purchase Price. 8. Maintenance of the Property/Title. City must keep, or cause to be kept, the Property in the same general condition as of the Effective Date until Closing, subject to normal wear-and-tear and seasonal changes and agrees not to commit or permit waste thereon. City must not cause or permit new liens, easements, or other encumbrances on the title to the Property, except as expressly agreed by Purchaser in writing. 9. Representations of City. City represents and warrants to the best of City’s knowledge, as of the Effective Date and as of the Closing: 9.1 There is no litigation proceeding, including, but not limited to, any eminent domain proceeding brought or pending, on behalf of the City or against the City, or relating to any part of the Property, nor does City know of or have reasonable grounds to know of any basis for any such action; 9.2 City has not received notice of, and to the best of City’s knowledge, there are no violations of any laws, orders, regulations or requirements of any governmental authority affecting the Property or any part thereof; 5 9.3 City has the unconditional right and power to execute and deliver this Amended and Restated Agreement and to consummate the transaction(s) contemplated by this Amended and Restated Agreement; 9.4 City has not received notice of default or breach by City of any of the covenants, conditions, restrictions, rights-of-way or easements affecting the Property or any portion thereof; no default or breach now exists or will exist on the date of Closing; and no event or condition has occurred and is continuing that, with or without notice and/or the passage of time, will constitute such a default or breach; and 9.5 City represents that it has provided to Purchaser all environmental reports commissioned by the City and, to the extent permitted by law, any other records in City’s possession related to City’s ownership of the Property. 10. Inspections Prior to Closing. a. As-Is Sale. Purchaser acknowledges and agrees that it is purchasing Lot 1A on an “as is” basis and “with all faults” basis. Purchaser acknowledges that prior to the Closing 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 City as to all matters deemed relevant by Purchaser in evaluating the Property. Purchaser acknowledges and agrees that, except as expressly provided in this Amended and Restated Agreement or the documents delivered at Closing, City 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 City or its representatives, whether oral or written, express or implied, of any nature whatsoever, except as expressly provided in this Amended and Restated Agreement or the documents delivered at Closing. Further, nothing in this Amended and Restated Agreement requires City to conduct any investigation or commission any reports or studies to assess the environmental condition of the Property. b. For purposes of this Amended and Restated Agreement, “Environmental Condition” shall mean any condition with respect to soil, surface water or groundwater at, from or below Lot 1A or other conditions present at Lot 1A. 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 City, whether known or unknown, with respect to the Environmental Condition of Lot 1A except as expressly provided in this Amended and Restated 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 6 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 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 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 City (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. f. 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 shall notify City. g. Purchaser shall indemnify, defend, and hold harmless City, and City’s agents, employees, officers, elected officials, directors, shareholders, partners, 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; 7 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 Amended and Restated Agreement; 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 Property. 11. Development Process. 11.1 As of the Effective Date of this Amended and Restated Agreement, the plans for the Project have been approved. Purchaser shall diligently pursue any remaining approvals or permits required for the Project. Purchaser is responsible for all applications and permits and, except as provided in Section 4 above, for paying all related fees as a part of the development review process, and no fees shall be waived by the City unless such waiver is authorized by City Code. The City shall cooperate with Purchaser in its pursuit of any necessary governmental approvals and permits, including without limitation, the granting of easements and encroachment permits necessary for the completion of the development, provided that Purchaser shall comply with all related requirements. 11.2 Except as provided in Section 4 above, Purchaser is solely responsible for all expenses incurred in developing Lot 1A and undertaking the Project, including but not limited to the market analysis/feasibility study and the designs, any environmental reviews, vibration studies, noise analyses, etc., and/or costs incurred in the development review process. The City shall have no obligation to reimburse, share in or support Purchaser in covering any costs incurred by Purchaser as may be necessary to perform its obligations under this Amended and Restated Agreement, including constructing the Project. Further, except as provided in Section 4 above, the City shall have no obligation to reimburse, share in, or assist Purchaser in covering any costs incurred by Purchaser under this Amended and Restated Agreement if this agreement is terminated as provided herein, except that if Purchaser terminates the Amended and Restated Agreement because of an uncured default by the City, Purchaser does not waive its potential claims for damages. 12. Closing. The City and Purchaser agree to close this transaction on or before March 31, 2024, at such location as the parties mutually agree (“Closing”). 13. Possession. City will deliver possession of Lot 1A to Purchaser at Closing. 14. Proration. Real property taxes and assessments and similar expenses, in accordance with local practice, will be prorated as of the date of the Closing, to the extent such taxes, assessments and expenses apply to the City. 8 15. Remedies on Default. If City or Purchaser is in default, the non-defaulting party may either: (i) terminate this Amended and Restated Agreement and recover direct damages as may be proper, which shall include, but not be limited to, out of pocket costs, expenses and fees incurred related to the transaction contemplated herein; or (ii) bring an action for specific performance. 16. Notices. Any notice or other communication given by either party to the other relating to this Agreement must be hand delivered; sent by a commercial carrier; or sent by mail, addressed to the party at its respective address as set forth below. The notice or other communication will be effective on the date it is delivered or on the third business day after being sent, whichever comes first. If to Purchaser: TWG Glendale LP c/o TWG Development, LLC Attn: Ryan Kelly 1301 E Washington Street, Suite 100 Indianapolis, IN 46200 Attn: Ryan Kelly Rkelly@twgdev.com With a copy to: Winthrop & Weinstine, P.A. 225 S. 6th Street, Suite 3500 Minneapolis, MN 55402 Attn: Jon L. Peterson, Esq. jpeterson@winthrop.com If to City: City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 Attn: Kevin Phelps, City Manager kphelps@glendaleaz.com With a copy to: City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 Attn: Michael Bailey mbailey@glendaleaz.com 17. Assignment. This Agreement shall not be assigned by Purchaser without the prior written consent of the City. 9 18. Risk of Loss. City shall bear all risk of loss with respect to the Property until Closing, in accordance with this Amended and Restated Agreement. In the event of damage to any portion of the Property by fire or other casualty prior to the Closing which reduces the value of Lot 1A by 5%, then this Amended and Restated Agreement may be terminated at the option of Purchaser. This option shall be exercised, if at all, by Purchaser’s written notice thereof to City within thirty (30) calendar days after receipt of written notice of such fire or other casualty. Upon the exercise of such option to terminate, this Amended and Restated Agreement and all prior agreements and amendments shall become null and void, and neither party shall have any further liability or obligations hereunder, except as otherwise provided in this Amended and Restated Agreement. Closing may be delayed for up to thirty (30) calendar days for Purchaser to decide whether to exercise this option. 19. Lead-Based Paint. Unless exempt, if the improvements, if any, on Lot 1A includes one or more residential dwellings for which a building permit was issued prior to January 1, 1978, this Amended and Restated Agreement shall be void unless a completed Lead-Based Paint Disclosure (Sales) form is signed by City and the required real estate professionals, if any, which shall have occurred prior to the parties signing this Amended and Restated Agreement. 20. Entire Agreement, Modification. This Amended and Restated Agreement constitutes the entire contract between the parties relating to the conveyance of Lot 1A to Purchaser, and any prior agreements pertaining thereto, whether oral or written, have been replaced by this Amended and Restated Agreement. No subsequent modification of any of the terms of this Amended and Restated Agreement will be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. 21. Headings. Paragraph headings are used for convenience of reference and in no way define, limit, or prescribe the scope or intent of any provision under this Amended and Restated Agreement. 22. Construction. Words of the masculine gender include the feminine and neuter gender and when the sentence so indicates, words of the neuter gender refer to any gender. Words in the singular include the plural and vice versa. Definitions of defined terms are intended to apply throughout this Amended and Restated Agreement. This Amended and Restated Agreement is to be construed according to its fair meaning, and as if prepared by all parties, and is deemed to be and contain the entire understanding and agreement between the parties. 23. Time is of the Essence. It is agreed that time is of the essence of this Amended and Restated Agreement and each and every provision contained herein. 24. Binding Effect. This Amended and Restated Agreement is binding upon and inures to the benefit of the parties their respective successors and assigns. 25. Litigation Expenses. In the event any party defaults in any of its covenants or obligations and a party not in default commences and substantially prevails in any legal or equitable action against the defaulting party, the defaulting party expressly agrees to pay all reasonable expenses of the litigation, including a reasonable sum for attorneys’ fees or similar costs of legal representation. 10 26. Brokers. City and Purchaser each represent and warrant to the other that such party has not employed, retained or consulted any broker, agent or other real estate professional with respect to the Property. To the extent permitted by law, Purchaser and City each indemnify and hold the other harmless from and against all claims, demands, causes of action, debts, liabilities, judgments and damages, including, without limitation, any related litigation expenses, that may be asserted or recovered against the other on account of any breach of this representation and warranty. 27. Contingencies. This Amended and Restated Agreement is hereby made expressly contingent upon the Purchaser obtaining all required regulatory approvals for the Project, including but not limited to those approvals contemplated in Section 11 of this Amended and Restated Agreement. 28. Breach. The Purchaser covenants and agrees to inform the City by written notice of any break of the Purchaser’s obligations hereunder within five (5) business days of first discovering any such breach. Violations shall be cured within the deadlines prescribed in paragraph 29 below. If any such breach is not corrected to the satisfaction of the City within the period of time specified by the City, without further notice the City may declare a default under this Amended and Restated Agreement effective on the date of such declaration of default, and the City may apply to any court, state or federal, for any of the remedies described in paragraph 29 of this Amended and Restated Agreement. 29. Remedies. If Purchaser breaches any warranty, covenant, obligation, or duty set forth in this Amended and Restated Agreement, and if such breach remains uncured 90 days after the Purchaser receives notice thereof, the City shall be entitled to any or all of the remedies described below: 29.1 If the City determines that the Purchaser has taken and diligently continues corrective action and that the breach cannot be corrected within the 90-day period, the City may, in its sole discretion, allow the Purchaser up to six (6) months after first notice to cure the breach; 29.2 If the breach is not cured within forty-five (45) days after notice to the Purchaser, the City shall notify the Arizona Department of Housing of noncompliance with this Amended and Restated Agreement. 29.3 The City may: 29.3.1 Demand and receive the return of all Local Government Contribution funds provided by the City for the project, plus interest at the maximum rate permitted by law; 29.3.2 File, in any court having jurisdiction of the subject matter: (i) a claim for specific performance of this Amended and Restated Agreement; (ii) for an injunction against any violation of this Amended and Restated Agreement, (iii) for an accounting; and (iv) for the appointment of a receiver to take over and develop Lot 1A in accordance with the terms of this Agreement; or such other relief as 11 may be appropriate. The City shall be entitled to reimbursement of reasonable attorneysʹ fees and all costs incurred in any such judicial action in which the City shall prevail. 29.3.3 The Purchaser and the City each acknowledge that the primary purposes for requiring compliance by the Purchaser with the restrictions provided in this Amended and Restated Agreement are to assure compliance of the Project and the Purchaser, AND BY REASON THEREOF, THE PURCHASER IN CONSIDERATION FOR RECEIVING REAL PROPERTY AT A DISCOUNTED RATE AND FEE WAIVER/REBATE FOR THIS PROJECT HEREBY AGREES AND CONSENTS THAT THE CITY AND THE LOW‐ INCOME TENANT(S) (WHETHER PROSPECTIVE, PRESENT OR FORMER OCCUPANTS OF THE PROJECT) (OR EITHER OR ALL OF THEM) SHALL BE ENTITLED, FOR ANY BREACH OF THE PROVISIONS HEREOF, AND IN ADDITION TO ALL OTHER REMEDIES PROVIDED BY LAW OR IN EQUITY, TO ENFORCE SPECIFIC PERFORMANCE BY THE PURCHASER OF ITS OBLIGATIONS IN ANY ARIZONA STATE COURT OF COMPETENT JURISDICTION, the Purchaser hereby further specifically acknowledging that the beneficiaries of the Purchaser’s obligations hereunder cannot be adequately compensated by monetary damages in the event of any default hereunder. 30. Authority. Each person executing this Amended and Restated Agreement represents and warrants that he or she is duly authorized to execute this Agreement in his or her individual or representative capacity as indicated. 31. Counterpart and Facsimile Signatures. This Amended and Restated Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Signatures may be delivered by facsimile copy. Facsimile signatures are binding on the parties as if they were originals. 32. Governing Law/Venue. The parties intend and agree that this Amended and Restated Agreement is to be construed and enforced according to the laws of Arizona, and that venue in any proceeding related to the subject matter of this Amended and Restated Agreement will be in Maricopa County, Arizona. 33. Marketing. Between the Effective Date of this Amended and Restated Agreement and the date of Closing, the City shall not market or negotiate with any other party for the sale of the Property. 34. Survival of Certain Provisions. Unless this Amended and Restated Agreement is terminated prior to Closing as provided herein, Sections 3, 4 and 5 of this Agreement, and with respect to breaches thereof, Sections 28 and 29 of this Agreement, shall survive Closing and remain in force until construction of the Project is completed. Project completion is defined “issuance of 12 a certificate of occupancy (or an equivalent authorization), whether temporary or otherwise, that allows for occupancy or use of the Project.” S-1 IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Agreement effective as of the date and year first above written. CITY: CITY OF GLENDALE, an Arizona Municipal Corporation By: Name:____________________________________ Its: ______________________________________ ATTEST: City Clerk (Print name) APPROVED AS TO FORM: City Attorney (Print name) S-2 PURCHASER: TWG GLENDALE, LP an Indiana limited partnership By: TWG Glendale GP, LLC, an Indiana limited liability company Its: General Partner By: TWG GP V, LLC, an Indiana limited liability company Its: Sole Member By: Name: Louis A. Knoble Title: Manager TWG DEVELOPMENT: TWG DEVELOPMENT, LLC, an Indiana limited liability company By:_______________________________ Name: Louis A. Knoble Title: Member EXHIBIT A to Amended and Restated Purchase and Sale Agreement Property Legal Description See attached Legal Description and Minor Subdivision. LEGAL DESCRIPTION OF "THE PROPERTY": LOT 1A OF MINOR LAND DIVISION – LOT SPLIT FOR “GLENDALE CITY COURTHOUSE” ACCORDING TO BOOK 1767 OF MAPS, PAGE 26, RECORDS OF MARICPA COUNTY, ARIZONA A-1 A-2 A-3 A-4 B - 1 EXHIBIT B Declaration WHEN RECORDED, RETURN TO: The City of Glendale 5850 West Glendale Avenue Glendale, Arizona 85301 Attn: Kevin Phelps, City Manager DECLARATION OF AFFIRMATIVE LAND USES The undersigned, TWG GLENDALE, LP, an Indiana limited partnership, (“Owner”) is the owner of certain real property and improvements located in Glendale, Maricopa County, Arizona, and legally described as Lot 1A only on Exhibit A attached hereto and incorporated herein (the “Property”). For value received, the adequacy and sufficiency of which are hereby acknowledged, Owner does make the following declaration of affirmative land uses for the Property and improvements thereon (the “Declaration”) for the benefit of the CITY OF GLENDALE, an Arizona a municipal corporation, (“City”) (“Beneficiary”). Owner declares as follows: 1. Affordable Housing. The Property shall be developed and maintained as Affordable Housing (as hereinafter defined) for a period of not less than thirty (30) years from the date hereof (the “Affordability Period”). For purposes of this Declaration, “Affordable Housing” shall mean multifamily rental housing occupied by households earning no more than 60% of the area median income adjusted by family size as published by HUD. 2. Expiration of Restrictions. The restrictions created by this Declaration shall expire on the date which is the last day of the Affordability Period (the “Expiration Date”). The restrictions created by this Declaration and this Declaration shall automatically expire on the Expiration Date. Upon request of Owner, or a subsequent owner of the Property, following the Expiration Date, the Beneficiary shall execute and deliver a notice of expiration of this Declaration in a form acceptable for recording in Maricopa County. 3. Subordination. This Declaration shall be subordinate to the liens of the following loans and any documents related thereto. a. That certain construction loan from Bank of America, N.A., a national banking association, to Owner, the approximate original principal amount of $[_____.00]; b. That certain interest rate swap provided by Cedar Rapids Bank and Trust Company, an Iowa state-charted banking corporation (“CRBT”), to Owner, in the approximate original principal amount of $[_____.00]; and c. That certain permanent loan from CRBT to Owner in the approximate original principal amount of $[_____.00]. B - 2 This Declaration shall terminate and be of no further force or effect upon foreclosure or deed in lieu of foreclosure of the foregoing liens. 4. Effect and Amendment. This Declaration shall run with and be binding on the land and may be amended only with the prior written approval of the Owner and the Beneficiary. 5. Severability. The invalidity of any clause, part or provision of this Declaration shall not affect the validity of the remaining portions thereof. 6. Governing Law. This Declaration shall be governed by the laws of the State of Arizona and, where applicable, the laws of the United States of America. [Signature page to follow] B - 3 IN WITNESS WHEREOF, Owner has executed and delivered this Declaration effective as of the date and year first written above. OWNER: TWG GLENDALE, LP an Indiana limited partnership By: TWG Glendale GP, LLC, an Indiana limited liability company Its: General Partner By: TWG GP V, LLC, an Indiana limited liability company Its: Sole Member By: Name: Louis A. Knoble Title: Manager STATE OF ) ) ss COUNTY OF ) The foregoing instrument was acknowledged before me this ______day of_____________, 2023, by Louis A. Knoble, the Manager of TWG GP V, LLC, an Indiana limited liability company, the Sole Member of TWG Glendale GP, LLC, an Indiana limited liability company, the General Partner of TWG Glendale, LP, an Indiana limited partnership, on behalf of said limited partnership. Witness my hand and official seal. My Commission expires: ________________ Notary Public EXHIBIT “C” EASEMENT AGREEMENTS [To be inserted subsequently as provided in Section 3.] 26555042v7 LEGEND Approximate location of shared Access Easement Approximate location of shared Drainage Easement EXHIBIT "B" N. T. S. PRELIMINARY EASEMENT AGREEMENT EXHIBIT C - 1 EXHIBIT "D" SPECIAL WARRANTY DEED When recorded, mail to: TWG Glendale LP c/o TWG Development, LLC Attn: Ryan Kelly 1301 E. Washington Street, Suite 100 Indianapolis, IN 46200 SPECIAL WARRANTY DEED ________________________________ ______________________________________________ For Ten Dollars and other valuable consideration, I or We, CITY OF GLENDALE, an Arizona Municipal Corporation (“Grantor”), do hereby convey to TWG GLENDALE, LP, an Indiana limited partnership (“Grantee”), all right, title and interest to and in that certain parcel of Real Property situated in Maricopa County and described as follows: LOT 1A OF MINOR LAND DIVISION – LOT SPLIT FOR “GLENDALE CITY COURTHOUSE” ACCORDING TO BOOK 1767 OF MAPS, PAGE 26, RECORDS OF MARICOPA COUNTY, ARIZONA Subject to current taxes and other assessments, reservations in patents and all easements, rights of way, encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities as may appear of record, the Grantor warrants the title against actions of Grantor only, subject to the matters above set forth. (Signatures on following page) D - 1 Dated this _____day of _______________, 2024. _____________________________________ Kevin R. Phelps City Manager ATTEST: _____________________________ Julie K. Bower, City Clerk (Seal) APPROVED AS TO FORM: ______________________________ Michael D. Bailey, City Attorney Exempt Pursuant to A.R.S.§11-1134 (A)(3) STATE OF ARIZONA ) ) ss. County of Maricopa ) This instrument was acknowledged before me this_____ day of __________, 2024 by Kevin R. Phelps, City Manager for the City of Glendale, who acknowledged that he executed this instrument for the purposes therein contained. ______________________________________ Notary Public My commission expires: 4705 W. Glendale Ave Ord ___________ D - 2