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THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(Contract No. 13146-2022)
THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Third Amendment”) is entered into as of October 7, 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 (the “Original PSA”), as amended by (i) that certain First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated as of July 24, 2024 (the “First Amendment”), and (ii) that certain Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated as of June 12, 2025 (the “Second Amendment”, and together with the Original PSA and the First Amendment and as further amended by this Third Amendment, collectively, 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 Third Amendment.
2. Second Option to Extend. In the event that Buyer exercises its first option to extend the Closing Deadline to June 30, 2027, pursuant to Section 4 of the Second Amendment, Buyer shall have a second option to further extend the Closing Deadline to June 30, 2028, upon written notice to Seller and Escrow Holder of Buyer’s exercise of such option on or prior to May 28, 2027, and Buyer’s deposit of an additional One Hundred Thousand Dollars ($100,000.00) (the “Additional Extension Payment”) with Escrow Holder on or prior to May 28, 2027. The Additional 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.
3. Conforming Change to Development Agreement Amendment. All references in the Original Agreement to “First Amendment Of Development Agreement” is hereby amended to refer to “Second Amendment Of Development Agreement.”
4. Effect of Third Amendment. Except to the extent the Agreement is modified by this Third Amendment, the terms and provisions of the Agreement shall remain unmodified and in full force and effect. To the extent that this Third Amendment and any other terms of the Agreement are inconsistent, the terms of this Third Amendment shall control.
ATTACHMENT #2
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5. Successors and Assigns. This Third Amendment shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.
6. Applicable Law. This Third Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles.
7. Severability; Counterparts; Electronic Signatures. Should any provision of this Third Amendment be found to be illegal, invalid or unenforceable, such provision shall be severed from this Third Amendment and the remainder of the Third Amendment shall remain in full force and effect to the extent possible to effectuate the intent of the parties. This Third 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 Third Amendment by electronic mail, or other electronic transmission (including DocuSign), and agree to accept such digital image of this Third Amendment, as executed, as a true and correct original and admissible as if such signatures were original executed versions of this Third Amendment.
8. Entire Agreement. The Agreement, as amended by this Third 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 Third 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_By_________________________
_David Newman, Mayor
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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 Third Amendment, and agrees to perform its obligations in connection therewith.
Dated as of October ___, 2025.
STEWART TITLE GUARANTY COMPANY
By________________________________
________________________________
(Print Name and Title)