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21-0630_GANAHL LUMBER COMPANY_2nd Amd to Purchase & Sale AgreementSECOND ANENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEmENT AND JOINT ESCROW INSTRUCTIONS LOWER RQSAN RANCH) THIS SECOND AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Amendment"), dated as of June 30, 2021 (the "Effective Date"), is entered into by and between the City of San Juan Capistrano, a public body and corporate politic {"Seller"), and Oanahl Lumber Company, a California corporation ("Rayer"). 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 entered into the First Amendment to Real Property Purchase and Sale Agreement and Joint Escrow Instructions March 15, 2021, which amended the Original Agreement to extend the Closing Date to June 30, 2021. C. The parties desire to further 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 I Olt' 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 July 31, 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, the First Amendment 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. Countesarts. 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 2004, 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. [SIGNATURES ON FOLLOWING PAGE] 2 SELLER: City of San Juan Capistrano, a public body and corporate politic B y: e WI -I Benjamin Siegel City Manager APPROVED AS TO FORM: BEST, BEST & KRIEGER LLP By: City Attorney BUYER: Gmahl Lumber Company, a California corporation By: �,• Dan Delay Chief Financial Officer g i F Umacic 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: 5 Ji t t, 'tj , 2021 "Escrow Holder" First American Title Company, a California corporation By; -4 ) ✓G Name: Title: Escrow No. NCS -805010