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HomeMy WebLinkAbout4.1c Second Amendment to Purchase Agreement1 SECOND AMENDMENT TO PURCHASE AGREEMENT THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this “Second 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, as amended by the First Amendment to Purchase Agreement dated June 28, 2022 (collectively “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 Closing Date for Section 6 to occur on or before November 30, 2022 and has agreed to deposit an additional $5,000 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. The entire Purchase Agreement is hereby incorporated into this Second Amendment, except as modified below. 2. 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) Thirty Thousand and no/100 Dollars ($30,000.00), as earnest money, already deposited with DCA Title, 7373 147th Street West, Apple Valley, MN 55124 (“Title”), being held in escrow by Title, and Five Thousand and no/100 Dollars ($5,000.00), as earnest money, to be deposited with Title by October 4, 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. 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 November 30, 2022, unless otherwise 2 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. 4. Except as provided for above, the terms and provisions of the Purchase Agreement shall remain in full force and effect. 5. This Second Amendment and all disputes or controversies arising out of or relating to this Second 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 Second 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 Second Amendment shall not be amended, modified or supplemented, except by a written instrument signed by an authorized representative of each party. [remainder of page intentionally blank] 3 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 4 BUYER: HANG LLC By: Name: Title: