HomeMy WebLinkAbout4.3c Second Amendment to the PA - WAG to EDASECOND AMENDMENT TO
PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this "Second
Amendment") is entered into as of , 2023 (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 entered into a Purchase Agreement dated February 8,
2022, as amended by that certain First Amendment to Purchase Agreement dated August 22, 2022
(collectively "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 March
3, 2023.
Recital No. 3. The EDA has requested an extension of the Closing Date to September
5, 2023, due to uncontrollable circumstances.
Recital No. 4. WAG does not object to extension.
NOW, THEREFORE, in consideration of the mutual promises and covenants of each to
the other contained in this Second 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 this Second 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 September 5, 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 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.
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 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.
7. This Second 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
WAG FARMS, INC.
7,
By:
William G. Glendenning
Its: President
GLFNDFNNING FARMS, L.P.
By:
William G. Glendenning
Its: General Partner
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JOAN GLENDENNING KENNEDY
FAMILY LIMITED PARTNERSHIP
By:
William
Kennedy, Jr.
Its: General Partner