HomeMy WebLinkAbout4.a. Culvers Purchase Agreement Amendment II
E X E C U T I V E S U M M A R Y
Port Authority Meeting Date: December 15, 2015
AGENDA ITEM: Approval of Amendment to the Genz
Ryan Purchase Agreement
AGENDA SECTION:
Old Business
PREPARED BY: Kim Lindquist, Deputy Director AGENDA NO. 4.a.
ATTACHMENTS: Second Amendment to the Purchase
Agreement APPROVED BY: ddj
RECOMMENDED ACTION: Motion to Approve the Amendment
ISSUE
The attorney for the purchaser has requested an amendment to the Purchase Agreement to extend the
contingency time period relating to the financing and also extends the closing date from 120 days to 150
days from September 1 2015. The new closing date would be on or before January 29, 2016. In discussions
with the buyers, it is hoped that the closing will occur in mid-January. However, to be conservative, the
extension is until the end of January. The buyer has initiated the financing process but will require some
additional time. The buyer continues to work with staff on the site plan issues and there is every indication
that they will continue to move forward with the project.
CONCLUSION
Motion to approve the amendment
SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT is effective as of
November 30, 2015, by and between the Rosemount Port Authority, a body corporate and
politic in the State of Minnesota (the “Seller”) and Js QUAD LLC, a limited liability company in
the State of Minnesota (the “Buyer”).
PRELIMINARY STATEMENT OF FACTS
Buyer and Seller entered into a Purchase Agreement dated the 1st day of September,
2015 with respect to certain property located in the City of Rosemount, Dakota County,
Minnesota, more fully described thereto (the “Property”), as amended by that certain First
Amendment to Purchase Agreement with an Effective Date of October 30, 2015 (collectively the
“Purchase Agreement”); and
The Purchase Agreement provides that certain Contingency as set forth in Section 4(F)
expires ninety (90) days after the Effective Date of the Purchase Agreement and that certain
Contingency as set forth in Section 4(B) expires one hundred and twenty (120) days after the
Effective Date of the Purchase Agreement. The parties desire to amend the Purchase
Agreement to extend the Contingency related to Section 4(F) (“the Section 4(F) Contingency”)
and the Contingency related to Section 4(B) (“the Section 4(B) Contingency”) of the Purchase
Agreement as set forth herein. The parties further desire to amend the Closing as set forth
herein.
In consideration of the premises and other good and valuable consideration, the parties
hereby agree as follows:
1. Definitions. Any defined term used herein shall have the meaning assigned to
such terms in the Purchase Agreement unless specifically stated to the contrary herein.
2. Extension of Section 4(F) Contingency Date. Section 4 of the Purchase
Agreement is amended to change the Section 4(F) Contingency to expire one hundred and
twenty (120) days after the Effective Date of the Purchase Agreement.
3. Extension of Section 4(B) Contingency Date. Section 4 of the Purchase
Agreement is amended to change the Section 4(B) Contingency to expire upon the earlier of:
one hundred and fifty (150) days after the Effective Date of the Purchase Agreement or the
Closing, whichever occurs first.
4. Closing. The Closing shall take place on or before January 29, 2016.
5. Ratification. Except as is amended hereby, the Purchase Agreement remains
unchanged and in full force and effect and is hereby ratified by the Seller and Buyer.
6. Counterparts. The Amendment may be executed in multiple counterparts with
each party’s signature appearing on separate counterparts, but such counterparts shall be
considered one Amendment. The parties agree that the other party may rely upon facsimile
copies of each of the party’s signatures to this Amendment, the same as an original.
[Signature Page to Follow]
SELLER
ROSEMOUNT PORT AUTHORITY, a body
corporate and politic in the State of Minnesota
By:____________________________________
Its: Chair
By:____________________________________
Its: Executive Director
[This is the signature page of the Seller to the Second Amendment to Purchase Agreement]
BUYER
Js QUAD, LLC, a Minnesota limited liability
company
By:____________________________________
Its:_____________________________________
[This is the signature page of the Buyer to the Second Amendment to Purchase Agreement]
MMB: 4828-1485-7004, v. 2