HomeMy WebLinkAbout4.4c Thai Garden PA AmendmentFIRST AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this "First
Amendment") is entered into as of , 2022 (the "Effective Date"), by and
between Cottage Grove Economic Development Authority, a Minnesota public body corporate and
politic ("EDA"), and Hang LLC, a Minnesota limited liability company ("Buyer").
RECITALS
Recital No. 1. Buyer and EDA entered into a purchase agreement dated April 12,
2022 ("Purchase Agreement") for the purchase and sale of real property identified in the
Purchase Agreement.
Recital No. 2. Buyer has requested an extension of the Land Use Entitlements for
Section 5.1(A)(4) to occur on or before September 15, 2022, an extension of the Closing Date for
Section 6 to occur no later than September 30, 2022 and has agreed to deposit an additional
$10,000 in Earnest Money as consideration.
Recital No. 3. EDA does not object to the requested extension.
NOW, THEREFORE, in consideration of the covenants and the mutual obligations
contain herein, the parties hereby covenant and agree with each other as follows:
1. Section 1.2 of the Purchase Agreement shall be removed and replaced in its entirety as
follows:
1.2. Purchase Price. The purchase price to be paid by Buyer to EDA for the
Property shall be One Hundred Eighty -Eight Thousand One Hundred Seventy -Nine
Dollars and 20/100s ($188,179.20) (the "Purchase Price") payable as follows: (a) Twenty
Thousand and no/100 Dollars ($20,000.00), as earnest money, already deposited with
DCA Title, 7373 147th Street West, Apple Valley, MN 55124 ("Title"), being held in
escrow by Title, and Ten Thousand and no/100 Dollars ($10,000.00), as earnest money,
to be deposited with Title by June 20, 2022, to be held in escrow by Title (collectively
"Earnest Money"); and (b) the balance on the Closing Date subject to those adjustments,
prorations and credits described in this Agreement, in cash or certified funds or by wire
transfer pursuant to instructions from the EDA or Title.
2. Section 5.1(A)(4) of the Purchase Agreement shall be removed and replaced in its
entirety as follows:
(4) On or before September 15, 2022, Buyer shall have obtained all Land Use
Entitlements. "Land Use Entitlements" means planning applications, including but not
limited to, Plat, Site Plan, and Rezoning Approvals, obtained by Buyer for the Proposed
Use.
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3. Section 6 of the Purchase Agreement shall be removed and replaced in its entirety as
follows:
6. Closing. The closing of the purchase and sale contemplated by this
Agreement (the "Closing") shall occur on or before fifteen (15) days following Buyer
obtaining all Land Use Entitlements, but no later than September 30, 2022, unless
otherwise agreed to by the parties (the "Closing Date"). EDA agrees to deliver legal and
actual possession of the Property to Buyer on the Closing Date, as the same may be
extended.
4. Except as provided for above, the terms and provisions of the Purchase Agreement shall
remain in full force and effect.
5. This First Amendment and all disputes or controversies arising out of or relating to this
First Amendment or the transactions contemplated hereby shall be governed by, and
construed in accordance with, the internal laws of the State of Minnesota, without regard
to the laws of any other jurisdiction that might be applied because of the conflicts of laws
principles of the State of Minnesota.
6. Nothing contained herein shall be deemed a waiver by EDA of any governmental
immunity defenses, statutory or otherwise. Further, any and all claims brought by
Developer or its successors or assigns, shall be subject to any governmental immunity
defenses of EDA and the maximum liability limits provided by Minnesota Statutes,
Chapter 466.
7. This First Amendment may be executed in two or more counterparts, all of which shall be
considered one and the same instrument and shall become effective when one or more
counterparts have been signed by the parties and delivered to the other parties.
8. This First Amendment shall not be amended, modified or supplemented, except by a
written instrument signed by an authorized representative of each party.
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Date.
IN AGREEMENT, the parties hereto have hereunto set their hands as of the Effective
COTTAGE GROVE ECONOMIC
DEVELOPMENT AUTHORITY
IC
Myron Bailey
Its President
Jennifer Levitt
Its Executive Director
BUYER:
HANG LLC
By: •A.N C L-L—
Name: r.1
Title: OW h