HomeMy WebLinkAbout4.5c First Amendment to Purchase Agreement from WAG to EDA
FIRST 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 the Cottage Grove Economic Development Authority, a public body corporate and politic
under the laws of Minnesota (“EDA”), and Glendenning Farms, L.P., a Minnesota limited
partnership, WAG Farms, Inc., a Minnesota corporation and Joan Glendenning Kennedy Family
Limited Partnership, a Minnesota limited partnership (individually and collectively “WAG”).
RECITALS
Recital No. 1. The EDA and WAG entered into a purchase agreement dated February
8, 2022 (“Purchase Agreement”) for the purchase and sale of the Property identified in the
Purchase Agreement.
Recital No. 2. The EDA has requested an extension of the Closing Date to occur no
later than August 31, 2022.
Recital No. 3. WAG 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 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 August 31, 2022 (the “Closing Date”). WAG
agrees to deliver legal and actual possession of the Property to EDA on the Closing
Date.
2. Except as provided for above, the terms and provisions of the Purchase Agreement shall
remain in full force and effect.
3. 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.
4. Nothing contained herein shall be deemed a waiver by the EDA of any governmental
immunity defenses, statutory or otherwise. Further, any and all claims brought by WAG
or its successors or assigns, shall be subject to any governmental immunity defenses of the
EDA and the maximum liability limits provided by Minnesota Statutes, Chapter 466.
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5. 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.
6. 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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IN AGREEMENT, the parties hereto have hereunto set their hands as of the Effective Date.
COTTAGE GROVE ECONOMIC
DEVELOPMENT AUTHORITY
By ________________________________
Myron Bailey
Its President
By ________________________________
Jennifer Levitt
Its Executive Director
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WAG FARMS, INC.
By:__________________________________
William G. Glendenning
Its: President
GLENDENNING FARMS, L.P.
By:__________________________________
William G. Glendenning
Its: General Partner
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JOAN GLENDENNING KENNEDY
FAMILY LIMITED PARTNERSHIP
By:____________________________
William S. Kennedy, Jr.
Its: General Partner