21-0315_GANAHL LUMBER COMPANY_1st Amd to Purchase & Sale AgreementFIRST AMENDMENT
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(LOWER ROSAN RANCH
THIS FIRST AMENDMENT TO REAL PROPERTY PURCHASE AND SALE
AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment"), dated as of
March 15, 2021 (the "Effective Date"), is entered into by and between the City of San Juan
Capistrano, a public body and corporate politic ("Seller"), and Ganahl Lumber Company, a
California corporation ("Buyer").
RECITALS
A. Seller and Buyer are parties to that certain Real Property Purchase and Sale
Agreement and Joint Escrow Instructions, dated as of December 7, 2020 ("Original
Agreement'), for the purchase and sale of that certain real property in the City of San Juan
Capistrano, California, (Assessor's Parcel Numbers: 121-240-76, 121-240-039, 121-240-73,
121-253-13, and 121-253-15) as more particularly described in the Original Agreement. All
initially capitalized terms not defined in this Amendment shall have the meanings given said
terms in the Original Agreement.
B. The parties desire to amend the Original Agreement to extend the Closing Date, as
more particularly set forth below.
Agreement
NOW, THEREFORE, in consideration of the mutual covenants and agreements provided
for herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
I. Extension of Closing Date. Original Agreement Section 1.1.17 is hereby modified to
read as follows:
"1.1.17 Closing Date. The Closing Date shall be the 10'x' business day following
Escrow Agent's receipt of written confirmation from both Seller and Buyer of satisfaction
or waiver of all conditions precedent to the Close of Escrow; such other mutually agreeable
date; or June 30, 2021, whichever occurs first."
2. Full Force and Effect; Integration. Except as amended hereby, the Original
Agreement remains in full force and effect in accordance with its terms. In the event of any
conflict between the provisions of the Original Agreement and this Amendment, the provisions
of this Amendment shall control. The Original Agreement, as amended by this Amendment:
(a) integrates all the terms and conditions mentioned in or incidental to the Original Agreement;
(b) supersedes all oral negotiations and prior writings with respect to its subject matter; and (c) is
intended by the parties as the final expression of their agreement with respect to the terms and
conditions set forth therein and as the complete and exclusive statement of the terms agreed to by
the parties.
3. Counterparts. This Amendment may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same agreement.
This Amendment may also be delivered by facsimile or electronic mail transmission (in pdf or
similar format including by electronic signature complying with the U.S. federal ESIGN Act of
2000, e.g., www.docusign.com) with the same force and effect as if an original executed
counterpart "hard" copy of this Amendment had been delivered by the delivering party. No party
may raise the use of any image transmission device or method or the fact that any signature was
transmitted as an image as a defense to the enforcement of this Amendment. At the request of
either party, the parties will confirm signatures by signing and delivering an original document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
Effective Date.
SELLER:
City of San Juan Capistrano,
a public body and corporate politic
s'
By:—�'
Benjamin Siegel
City Manager
ATT T:
By:
ity Clerk
APPROVED AS TO FORM:
BEST, BEST & KRIEGER LLP
By:9
City Attorney
2
BUYER:
Ganahl Lumber Company,
a California corporation
By: /�'"�
Dan Delaney
Chief Financial Officer
By: L XV4
Alex niack
Vice President and General Manager
ACCEPTANCE BY ESCROW HOLDER
Escrow Holder hereby acknowledges that it has received a fully executed copy of this
Amendment and agrees to be bound by and perform the terms hereof as such terms apply to the
Escrow Holder. Escrow Holder shall execute two originals of this Acceptance and promptly
deliver one original to each of Seller and Buyer for attachment to their execution originals of this
Amendment.
DATE: .2021 "Escrow Holder"
First American Title Company,
a California corporation
LIM
Name:
Title:
Escrow No. NCS -805010
3