HomeMy WebLinkAboutIV.A.2 - Second Amendment to Purchase Agreement - Rio Gran1
SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this “Second
Amendment”) is entered into as of , 2024 (the “Effective Date”),
by and between the Hastings Economic Development and Redevelopment Authority, a public body
corporate and politic organized under the laws of Minnesota (“HEDRA”), and Rio Gran Express
LLC, a Minnesota limited liability company (“Buyer”).
RECITALS
Recital No. 1. HEDRA and Buyer entered into a Purchase Agreement dated February
5, 2024, amended by that certain First Amendment to Purchase Agreement dated May 9, 2024
(“First Amendment”) (collectively “Purchase Agreement”), for the Property described on Exhibit
A to the Purchase Agreement.
Recital No. 2. Land Use Entitlements are to be obtained by the Closing Date, which is
on or before May 31, 2025.
Recital No. 3. Buyer has requested an extension of the Closing Date to May 31, 2025.
Recital No. 4. HEDRA 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:
1. The entire Purchase Agreement is hereby incorporated into the Second Amendment, except
as modified below.
2. 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 May 31, 2025, unless otherwise agreed to by the parties
(the “Closing Date”). HEDRA agrees to deliver legal and actual possession of the Property
to Buyer on the Closing Date.
3. Except as provided for above, the terms and provisions of the Purchase 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.
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5. Nothing contained herein shall be deemed a waiver by the HEDRA 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 HEDRA 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 Effective
Date.
HEDRA:
HASTINGS ECONOMIC DEVELOPMENT
AND REDEVELOPMENT AUTHORITY
By ________________________________
Trevor Johnson
Its President
By ________________________________
Alexander Menke
Its Secretary
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BUYER:
RIO GRAN EXPRESS LLC
By: Richard Beskau
Its: Manager