HomeMy WebLinkAbout4.2c First Amendment to PA between WAG-EDAFIRST 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. EDA and WAG Farms entered into a Purchase Agreement dated
February 8, 2022 ("Agreement"), for property described on Exhibit A to the Agreement.
Recital No. 2. Pursuant to the Agreement, the Closing is to occur on or before
September 1, 2022, and allows the EDA two (2) extensions of 30-days each.
Recital No. 3. The EDA has requested an extension of the Closing Date, beyond the
two extension periods, to March 3, 2023, due to uncontrollable circumstances.
Recital No. 4. WAG Farms does not object to extension.
NOW, THEREFORE, in consideration of the mutual promises and covenants of each to
the other contained in this First Amendment and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto do covenant and agree as follows:
1. The entire Agreement is hereby incorporated into the First Amendment, except as modified
below.
2. Section 6 of the Agreement shall be removed in its entirety and replaced with the following:
6. Closing• The closing of the purchase and sale contemplated by this Agreement (the
"Closing") shall occur on or before March 3, 2023 (the "Closing Date"), unless otherwise
agreed to by the parties. WAG agrees to deliver legal and actual possession of the Property
to EDA on the Closing Date.
3. Except as provided for above, the terms and provisions of the Agreement shall remain in
full force and effect.
4. 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.
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5. 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
Developer 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.
6. 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.
7. 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 date hereinbefore
first written.
COTTAGE GROVE ECONOMIC
DEVELOPMENT AUTHORITY
Myron Bailey
Its President
Jennifer Levitt
Its Executive Director
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WAG FARMS, INC.
By:
William Ci. (ilendennulg
Its: President
GLENDENNING FARMS, L.P.
By:
Glenden
Its: General Partner
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JOAN GLENDENIN NG KENNEDY
FAMILY LINIITED PARTNERSHIP
By:
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