HomeMy WebLinkAboutIV.B.2 - River Cities PATHIRD AMENDMENT TO PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO PURCHASE AGREEMENT (this “Third
Amendment”) is entered into as of , 2023 (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 River City
Investments L. L. C., a Minnesota limited liability company (“Buyer”).
RECITALS
Recital No. 1. HEDRA and Buyer entered into a Purchase Agreement dated April 27,
2022, as amended by that certain First Amendment to Purchase Agreement dated August 11, 2022
and that certain Second Amendment to Purchase Agreement dated December 12, 2022
(collectively “Purchase Agreement”), for the purchase and sale of real property identified in the
Purchase Agreement.
Recital No. 2. Buyer has requested the Purchase Agreement be amended to extend the
Contingency Date and Closing Date.
Recital No. 3. HEDRA does not object to the extension.
NOW, THEREFORE, in consideration of the mutual promises and covenants of each to
the other contained in this Third 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 this Third Amendment, except
as modified below.
1. Section 5.1(C) of the Purchase Agreement shall be removed and replaced in its entirety as
follows:
C. As used in this Agreement, the “Contingency Date” shall mean thirty (30) days
before the Closing Date.
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 August 1, 2024, 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.
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4. This Third Amendment and all disputes or controversies arising out of or relating to this
Third 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 HEDRA of any governmental
immunity defenses, statutory or otherwise. Further, any and all claims brought by Buyer
or its successors or assigns, shall be subject to any governmental immunity defenses of
HEDRA and the maximum liability limits provided by Minnesota Statutes, Chapter 466.
6. This Third 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 Third 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 ________________________________
Margaret Horsch
Its President
By ________________________________
Alexander Menke
Its Secretary
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BUYER:
RIVER CITY INVESTMENTS L. L. C.
By
Lucas Siewert
Its: Chief Manager