HomeMy WebLinkAbout4.3d Second Amendment to the PA - EDA to Ryan CompaniesDocuSign Envelope ID: AD065EA0-4768-4DC9-9716-03153D41A485
SECOND 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 Ryan Companies US, Inc., a Minnesota
corporation, or its assigns ("Ryan Companies" or "Buyer").
RECITALS
Recital No. 1. EDA and Ryan Companies entered into a Purchase Agreement dated
February 17, 2022, as amended by that certain First Amendment to Purchase Agreement dated
August 25, 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. Ryan Companies has requested an extension of the Closing Date to
September 5, 2023, due to uncontrollable circumstances.
Recital No. 4. The EDA does not object to the extension of the Closing Date.
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:
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. Closinl4. 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. EDA agrees to deliver legal and actual possession
of the Property to Ryan Companies 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.
DocuSign Envelope ID: AD065EA0-4768-4DC9-9716-03153D41A485
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 patties 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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DocuSign Envelope ID: AD065EA0-4768-4DC9-9716-03153D41A485
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
im
Jennifer Levitt
Its Executive Director
DocuSign Envelope ID: AD065EA0-4768-4DC9-9716-03153D41A485
RYAN COMPANIES US, INC.
B�
N
Title: Vice President of Real Estate Development