19-1125_GANAHL LUMBER COMPANY_2nd Amd to Exclusive Negotiation Agreement SECOND AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
(GANAHL LUMBER)
THIS SECOND AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
("First Amendment") is dated as of iliove4.c .2S , 2019, for reference purposes only, and it
is entered into by and between the City of San Juan Capistrano, a public body, corporate and
politic ("City") and Ganahl Lumber Company, a California corporation ("Developer"). The City
and the Developer are sometimes referred to in this Agreement individually, as a "Party" and,
collectively as the "Parties". This Agreement is entered into by the Parties with reference to the
following recited facts (each, a "Recital").
RECITALS
A. The City and the Developer previously entered into that certain "Exclusive
Negotiation Agreement (Ganahl Lumber)" ("Original Agreement") reference dated as of
August 31, 2017. Initially capitalized terms used, but not otherwise defined, herein shall have
the meaning ascribed to such terms in the Original Agreement.
B. The City and Developer entered into that certain First Amendment to the Original
Agreement reference dated as of August 19, 2019. The Original Agreement and First
Amendment are referred to herein as the "Agreement." The Agreement expires on November 29,
2019.
C. The Parties have agreed that additional time is necessary to permit them to more
complete the negotiations for and drafting of the necessary documents for the conveyance and
development of the Property. Accordingly, the Parties desire to enter into this Second
Amendment to extend the term of the Agreement.
NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY
AND THE PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS
AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS:
1. Incorporation of Recitals. The Recitals of fact set forth above are true and
correct and are incorporated into this Second Amendment, in their entirety, by this reference.
2. Affirmation Regarding Absence of Defaults. Each Party hereby represents and
warrants to the other Party that, as of the Effective Date of this Second Amendment, the non-
representing Party is not in material uncured default of the Agreement and that there have been
no events that, with the passage of time, the giving of notice, or both, would constitute an event
of default under the Original Agreement. Each Party understands that the foregoing
representation and warranty constitutes material consideration to the other Party for the other
Party's entry into this Second Amendment.
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3. Negotiating Period. The Parties hereby agree to amend Section 1 of the
Agreement, Negotiation Period, to extend the Negotiation Period for an additional 90 days, with
the Negotiation Period then expiring on February 27, 2020.
4. Effectiveness of Second Amendment. The rights and duties of the City and the
Developer established by this Second Amendment shall commence on the first date on which all
of the following have occurred: (1) execution of this Second Amendment by the authorized
representative(s) of the Developer and delivery of such executed Second Amendment to the City,
and (2) approval of this Second Amendment by the City Manager pursuant to Section 1 of the
Original Agreement.
5. Second Amendment Deposit. Pursuant to Section 3.1 of the Agreement
Developer has made and initial Deposit in the amount of Twenty-five Thousand Dollars
($25,000). The City Manager has determined that sufficient funds remain in the ENA Deposit
Account and an additional deposit is not required at this time. To continue to pursue the
proposed Project the City anticipates incurring certain staff and consultant costs which are
charged against the Deposit. If at any point during the Negotiation Period the City determines
additional funds will be required to complete the activities to pursue the Project, Developer shall
deposit an additional Ten Thousand Dollars ($10,000) within ten (10) days of the City providing
written notice of the need for the additional funds. If the Second Amendment Deposit and any
additional Deposits are not received within ten (10) days of the City providing written notice
pursuant to this Section,the City may terminate the Agreement.
6. Effect Upon Agreement. Except as expressly amended by this Second
Amendment, the Agreement remains in full force and effect, unmodified except as otherwise
expressly herein provided. Wherever the term "Agreement" appears in the Original Agreement,
it shall be read and understood to mean the Original Agreement as amended by the First
Amendment and Second Amendments In the event of any direct conflict or inconsistency
between the terms of the Agreement and this Second Amendment, the terms of this Second
Amendment shall be controlling to the extent of such conflict or inconsistency.
[Signatures on Following Page}
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61147.80017\32498901.1
SECOND AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
(Ganahl Lumber) j
IN WITNESS WHEREOF,the City and the Developer have executed this Second
Amendment to Exclusive Negotiation Agreement on the dates indicated next to each of the
signatures of their authorized representatives, as appear below.
DEVELOPER:
Ganahl Lumber Company, a California
Corporation
Date: Ci 77-5 7/ 9
By:
Alex Uniack, Developer
CITY:
THE CITY OF SAN JUAN CAPISTRANO
a
Date: ��I25I‘Ci By)
enjamtd gel, City Manager
ATTEST: \
By:: C\- '17,Y
Ma 'a Morris, City Ark
APPROVED ASTOFORM:
BEST BEST&KRIEGER, LLP
By:
Jeff Ballinger, City Attorney
3
61147.80017\32498901.1
II
•
SECOND AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
(Ganahl Lumber)
IN WITNESS WHEREOF,the City and the Developer have executed this Second
Amendment to Exclusive Negotiation Agreement on the dates indicated next to each of the
signatures of their authorized representatives,as appear below.
DEVELOPER:
Ganahl Lumber Company, a California
Corporation 7
Date: (( /25 I G1 �'%
By:(reX/1")-7
Alex Uniack,Developer
CITY:
THE CITY OF SAN JUAN CAPISTRANO
Date: By:
Benjamin Siegel, City Manager
ATTEST:
By:
Maria Morris,City Clerk
APPROVED AS TO FORM:
BEST BEST&KRIEGER, LLP
9Q I
Je Bal inger,Cit, Attorney
3
61147.80017132498901.1