First Amendment

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This Amendment to Purchase and Sale Agreement (“Amendment”) dated _____________, 2024
is made by and between VAI Resorts, LLC, an Arizona limited liability company (“VAI” or
“Purchaser”) and the City of Glendale, a municipal corporation organized under the laws of the
State of Arizona (“Seller” or “City”), and their respective employees, consultants, contractors,
agents, assigns and successors in interest.  VAI and City may be collectively referred to herein as
the “Parties”.
WHEREAS, VAI and City entered into a Purchase and Sale Agreement dated July 3, 2024, which
provides for the sale of real property located generally on the eastern side of Maricopa County
Parcel No. APN 102-13-072 (“Agreement”), and sometimes referred to by the Parties as the
“Purchase and Sale Agreement”.
WHEREAS, the Agreement is incorporated herein by reference;
WHEREAS, the Parties wish to amend certain provisions of the Agreement as set forth below:
AMENDMENT
1. Section 5 of the Agreement shall be amended and fully restated as follows:
5. Closing. The consummation of the purchase and sale of the Property (the “Closing” or
the “Close of Escrow”) shall be defined as the date that the special warranty deed
(“Deed”), in the form attached hereto as Exhibit B, conveying the Property to Purchaser is
recorded. Subject to Section 7, this Escrow shall close on or before September 1, 2025
(“Closing Date”).
2. Section 35(c) of the Agreement shall be amended and fully restated as follows:
(c) Seller’s Repurchase Right.  Seller is selling and transferring the Property in reliance on
Purchaser’s express representation that Purchaser is intending to develop the Property by
constructing a parking garage (“Proposed Development”).  Provided that Seller is not then
in default of this Agreement, and subject further to Force Majeure Events, if Purchaser fails
to substantially complete the Proposed Development by November 30, 2027
(“Fundamental Breach”), Seller may repurchase the Property (“Repurchase Right”) by
delivering a written notice to Purchaser and Escrow Agent of Seller’s election to repurchase
the Property (the “Repurchase Notice”).  Such Repurchase Notice must be provided no
later than December 31, 2027.  Within thirty (30) days of Seller’s delivery of the
Repurchase Notice, Seller must deposit with the Title Company an earnest money deposit
of Twenty-Five Thousand Dollars (25,000.00) (“Repurchase Earnest Money Deposit”).
The Repurchase Earnest Money Deposit shall be applicable to the Repurchase Price (as
defined below) but is non-refundable, except as set forth in Section 36(c).
3. Section 35(f) of the Agreement shall be amended and fully restated as follows:

(f) Purchaser’s Right of First Refusal. (f). Purchaser’s Right of First Refusal.  Under the
terms of this Agreement, Purchaser is buying approximately 359,370 sq. ft. (8.25 acres)
of the 19.7 acres of vacant real property located generally on the eastern side of Maricopa
County Parcel No. APN 102-13-072.  The Parties hereby agree that Purchaser has the
right of first refusal to purchase the remaining approximately 11.45 acres of vacant land
within that Parcel subject to the following conditions:  (ii) Purchaser complies with any
terms and conditions, if any, that apply to the parcel pursuant to the Stadium Parking
Settlement Agreement;  (ii) Purchaser is not otherwise in breach of this Agreement; and
(iii) Purchaser’s proposed development plans are compatible with the existing uses in the
Sports and Entertainment District, as approved by Seller, in Seller’s reasonable
discretion.  Purchaser’s right of first refusal granted under this provision shall expire on
the 2-year anniversary of the Effective Date of this Agreement.  The purchase price shall
be as determined by an appraisal but shall not be less than $21/sf.
4. Except as otherwise set forth herein, all other sections of the Agreement shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and set
out below their respective signatures.
“SELLER”
City of Glendale
An Arizona municipal corporation
By:____________________
Kevin Phelps
City Manager
Date:________________
Attested
_____________________________
Julie K. Bower, City Clerk
Approved as to Form
____________________________
Michael D. Bailey, City Attorney

“PURCHASER”
VAI Resorts, LLC
An Arizona limited liability company
______________________
By: Grant Fisher
Its: President
Date:_____________