HomeMy WebLinkAbout5.a. Culvers Purchase Agreement Amendment III
EXECUTIVE SUMMARY
Port Authority Meeting Date: February 16, 2016
AGENDA ITEM: Approval of Amendment to the Genz
Ryan Purchase Agreement
AGENDA SECTION:
Old Business
PREPARED BY: Kim Lindquist, Deputy Director AGENDA NO. 5.a.
ATTACHMENTS: Third 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. The Port
Authority approved the purchase offer in June of 2015 and the purchase agreement on September 1, 2015.
The agreement has been amended twice to extend the closing date and the contingency date. The current
amendment is to allow the closing date to occur prior to March 10,2016.
CONCLUSION
Motion to approve the amendment
474444v1 SJS RS230-63
THIRD AMENDMENT TO PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AGREEMENT is effective as of January
29, 2016, 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 and that certain
Second Amendment to Purchase Agreement with an Effective Date of November 30, 2015
(collectively the “Purchase Agreement”); and
The Second Amendment to Purchase Agreement had amended the closing date to
January 29, 2016. The parties desire to amend the Purchase Agreement to extend 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 date 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. Closing. The Closing shall take place on or before March 10, 2016.
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 Closing.
4. 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.
5. 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]
474444v1 SJS RS230-63
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]
474444v1 SJS RS230-63
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