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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Second Amendment”) is entered into as of June 10, 2025, (the “Effective Date”), by and between THE CITY OF THOUSAND OAKS, a municipal corporation (“Seller”), and T.O. LAKES, LLC, a California limited liability company (“Buyer”), with reference to the following facts:
RECITALS
A. WHEREAS, Buyer and Seller entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of December 9, 2022, as amended by that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated as of July 24, 2024 (as further amended by this Second Amendment, the “Agreement”), pursuant to which Seller agreed to sell, and Buyer agreed to purchase, the Property.
B. Seller and Buyer desire to amend the Agreement as hereinafter provided.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller hereby agree as follows:
AGREEMENT
1. Defined Terms. All capitalized terms not defined herein shall have the same respective meanings as are given such terms in the Agreement, unless expressly provided otherwise in this Second Amendment.
2. Closing Deadline. Section 6.3 of the Agreement is hereby amended and restated in its entirety as follows:
“6.3 Closing Deadline. The Grant Deeds shall be recorded and the Escrow shall close (the “Closing”) not later than June 30, 2026 (the “Closing Deadline”). Time is specifically of the essence as to the Closing Deadline, and except as otherwise specifically set forth in this Agreement, the Closing Deadline shall not be extended or shortened except with the mutual written agreement of Buyer and Seller. The Parties may also mutually agree in writing that the Closing shall occur on or before the Closing Deadline.”
3. Extension Payment. On or prior to two (2) business days following mutual execution of this Amendment, Buyer shall deposit with Escrow Holder a non-refundable sum equal to One Hundred Thousand Dollars ($100,000.00) (the “First Extension Payment”) as consideration for the foregoing one-year extension of the Closing Deadline.
ATTACHMENT #1
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The First Extension Payment shall be automatically released to Seller by Escrow Holder, shall be non-refundable to Buyer under all circumstances and shall not be applicable to the Purchase Price at the Closing.
4. Additional Option to Extend. Buyer shall have the option to further extend the Closing Deadline to June 30, 2027, upon written notice to Seller and Escrow Holder of Buyer’s exercise of such option and Buyer’s deposit of an additional One Hundred Thousand Dollars ($100,000.00) (the “Second Extension Payment”) with Escrow Holder on or prior to May 29, 2026. The Second Extension Payment shall be automatically released to Seller by Escrow Holder, shall be non-refundable to Buyer under all circumstances and shall not be applicable to the Purchase Price at Closing.
5. Amendment to Development Agreement. Buyer and Seller acknowledge and agree that in the event Seller decides, in its sole discretion, to take action to amend the Development Agreement solely to extend the term of the Development Agreement for a period of no less than two (2) additional years and no more than three (3) additional years subject to no additional conditions, Buyer, as well as Buyer’s officers, employees, representatives, agents and consultants, shall not object or otherwise oppose such action and Buyer agrees to execute the formal amendment of the Development Agreement approved by the City Council and all other necessary documents to effectuate such amendment for the limited purpose of extending the term of the Development Agreement as provided herein. For the avoidance of doubt, nothing in the foregoing shall be construed to otherwise limit Buyer’s right to request an amendment to the Development Agreement to extend the term or modify any other terms thereof.
6. Effect of Second Amendment. Except to the extent the Agreement is modified by this Second Amendment, the terms and provisions of the Agreement shall remain unmodified and in full force and effect. To the extent that this Second Amendment and any other terms of the Agreement are inconsistent, the terms of this Second Amendment shall control.
7. Successors and Assigns. This Second Amendment shall inure to the benefit of and be binding upon the parties to this Second Amendment and their respective successors and assigns.
8. Applicable Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
9. Severability; Counterparts; Electronic Signatures. Should any provision of this Second Amendment be found to be illegal, invalid or unenforceable, such provision shall be severed from this Second Amendment and the remainder of the Second Amendment shall remain in full force and effect to the extent possible to effectuate the intent of the parties. This Second Amendment may be executed in any number of counterparts, all of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement. The parties hereto may deliver their signatures to this Second Amendment by electronic mail, or other electronic transmission (including CAO:420-46\pjh\Legal Files\The Lakes Residential Project\Second Amendment -3- 4 9
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DocuSign), and agree to accept such digital image of this Second Amendment, as executed, as a true and correct original and admissible as if such signatures were original executed versions of this Second Amendment.
10. Entire Agreement. The Agreement, as amended by this Second Amendment, together with the documents described and referred to in the Agreement, contain all of the agreements of Buyer and Seller with regard to the transactions contemplated hereby, and supersede all prior agreements, understandings and negotiations, whether written or oral.
IN WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the day and year first above written.
“Buyer”:
T.O. LAKES, LLC,
a California limited liability company
By____________________________
_________________,
its _______________
ATTEST:
By__________________________
Laura B. Maguire, City Clerk
Date Attested: ________________
“Seller”:
CITY OF THOUSAND OAKS,
a municipal corporation
By_________________________
_________________,
APPROVED AS TO FORM:
Office of the City Attorney
By____________________________
Tracy M. Noonan, City Attorney
APPROVED AS TO
ADMINISTRATION:
By___________________________
Andrew P. Powers, City Manager
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ACCEPTANCE OF JOINT ESCROW INSTRUCTIONS
The undersigned, as Escrow Holder in connection with the sale of the Property, hereby acknowledges the terms and conditions of the amended joint escrow instructions set forth in the Agreement, as amended by the foregoing Second Amendment, and agrees to perform its obligations in connection therewith.
Dated as of June ___, 2025.
STEWART TITLE GUARANTY COMPANY
By________________________________
________________________________
(Print Name and Title)
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