20-0218_GANAHL LUMBER COMPANY_3rd Amd to Exclusive Negotiation Agreement THIRD AMENDMENT TO ENCLPSIVRINTEG9TIATION'AGREEMENT
(GANAHL LUMBER).
6
THIS THIRD:. .AMENDMENT TO :EXCLUSIVE NEGOTIATION AGREEMENT
("Third Amendment")„ . is dated as of-I-P1).1n, 2020; for reference purposes only, and it 'is
entered ihto.ky,and between the City of Sen-Juati'CupistranO,a PubliehOdY,,Corporate,andpelitie
("City”) and Qanahl,Lumber Company, 4,0alifOlitc corporation ("PeyelOper.") The City and
the .Developer are. sometimes referred to in this ,Agreement individually, as a ",Party" And,
collectively as the ITallieS".. This Agreement is entered into by the with reference to the,
following recited facts(each,4,aecitan,
RECITALS
A. 'File: City And the Developer ,previously entered:into- tiutt.certain ,"Exclusive
Negiitiatiott'Agreenient (Gainahl: Lumber)"" ("Original, Agre,thientr) reference dated ,as :of
August 31, 2017Initially capitalized terms used, but not otherwise defined, herein shall have
thehlearting ascribedto.such terms,in the OrigingAgreement,
B. The City and:Developer entered into that'certain First Amendment.to:the)Original,
(
Agreement reference dated as of August 19,,2019,
C., The :City,and Developer'entered into that certain SCPond. Amendment to ;the
Original Agreement reference dated as of November 25,,7010.,The Original',.AgFeernent,,,Fiot
AnfwpOinerliriit Second Amendment are referred to herein..`tis.lhe"Agreement"The Agreement '
expires on.February 27, 202b.
D, The Parties have agreed that additional timeig•necessarytO,:pertnit theta to more
complete the negotiations: and drafting of-the necessary:documents for the conveyance and
development of the Property Accordingly,the Parties desire to enter into thisThird Amendment
to:extend the term of die,Agreement.
NOW,e,THEREFORE, IN:VIEW OF THE 60AL&AND OBJECTIVES OF THE1CITY.
AND THE PROMISES OF THE CITY AND THE 'DEVELOPER SET FORTH TN THIS
AGREEMENT,THE,CITY AND THE DEVEI.,OPER.AGREE
1. incorporation of Recitals: 'The Recitals,of fact set forth above are,,true :and
correct aid are,itidorriorated into this Third Amendment, intheir entitety,bythis reference;
6.1 47.8Q005 137183;5.21
2. Affirmation Regarding Absence of Defaults. Each Party hereby represents and
warrants to the.other Party that, as of the Effective Date of this Third 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 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
Third Amendment.
3. Negotiating Period. The Parties hereby agree to amend Section 1 of the
Agreement, Negotiation Period, to extend the Negotiation Period for an additional 12 months.
The City Manager may grant two additional 90-day extensions. The Negotiation Period expires
on February 27,2021,unless extended as provided herein.
4. Effectiveness of Third Amendment. The rights and duties of the City and the
Developer established by this Third Amendment shall commence on the first date on which all of
the following have occurred: (I) execution of this Third Amendment by the authorized
representative(s) of the Developer and delivery of such executed Third Amendment to the City,
and(2)approval of this Third Amendment by the City Council.
5. 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). Pursuant to the First
Amendment Developer has made a Deposit of an additional Ten Thousand Dollars ($10,000).
Pursuant to the Second Amendment no additional deposit was required at that time. No
additional deposit will be required pursuant to the Third Amendment; however, 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 additional funds 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 Third
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 Third Amendments In the event of any direct conflict or inconsistency between
the terms ofthe Agreement and this Third Amendment,the terms of this Third Amendment shall
be controlling to the extent of such conflict or inconsistency.
[Signatures on Following Page)
61147,80005%32718325,22
THIRD,AMENDMENT TQ EXCLUSIVE NEpOTIATION AGREEMENT'
(Ganahl tumbee.): •
IN WITNESS WHEREOF;theCity and the Developer haVnekeented this Third
Amendment to Exclusive Negotiation Agreement on the datul.Indieated'no?(t to each Of the
ignattire4,nftheir authorigod representatives,'as appear below,
DEVELOPER:
• Ganahl LumberCernpany, a Ca)irernia
Corporation
• 'r2 )
'Date;
Name: /1.4::12: Developer
CITY: •
TUE CITY pF,s4N mot:cApisTwo
Dale:
Name: ;enj -:gel, ity Manager
ATTEST:
J
By
Wkrja Morri , Cit C erk
APPRQVED.AS TQ
BEST E0T4c KRIEGER,LLF'
13y:cr .2r.%"-T-N
)'ef 136 inger,City ,tterney
0147,800055\47183257 23,
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