Item 21 - Amendment to the Agreement with Bernards Bros, Inc.

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10.2.1 Permitted Delay. As used herein, the term "Permitted Delay" shall refer to any delay resulting from acts of God; fire; earthquake; flood; explosion; action of the elements; war; invasion; insurrection; riot; mob violence; sabotage; malicious mischief; inability (notwithstanding good faith and diligent efforts) to procure (or general shortage of) labor, equipment, facilities, materials, or supplies in the open market; failure of transportation; strikes (other than any strike resulting from acts of Grantee); lockouts; action of labor unions; condemnation laws; requisition or order of government or civil or military or naval authorities; or any other similar cause to those stated above, not within a Buyer's reasonable control. Notwithstanding anything to the contrary contained herein, in no event shall financial inability constitute Permitted Delay. 10.3 Remedies. Upon the occurrence of any Event of Default by a Defaulting Party, the non-Defaulting Party shall have such rights or remedies available to it under this Agreement or at law or in equity. 11. Casualty Loss, Condemnation. 11.1 Notice Re: Condemnation or Casualty; Election. In the event that,prior to the Closing, all or any portion of the Property is taken or proposed to be taken as a result of the exercise or proposed exercise of the power of eminent domain (a "Condemnation Action"), or all or any portion of the Property is damaged by earthquake, flood or fire (a "Casualty"), then the County shall, within ten (10) days thereafter, give written notice of such Condemnation Action or Casualty to the other Party ("Noticed Party"). Such Noticed Party shall have thirty (30) days following receipt of such notice to elect in writing to accept or not to accept the County Property or City Property, as the case may be, subject to such Casualty or Condemnation Action. Failure of a Noticed Party to notify the other Party of its election within such thirty (30) day period shall be deemed an election not to accept the County Property or City Property, as the case may be, subject to such Casualty or Condemnation Action. 11.2 Termination of Agreement. In the event that the City elects not to accept the Property, subject to such Casualty or Condemnation Action as provided in Section 11.1 above, the City shall cancel the Closing by written notice to the County, and this Agreement shall be deemed to be terminated (with the exception of those provisions which expressly state that they are to survive such termination). In such event, neither Party shall be obligated to the other to effectuate the Closing. 11.3 Proceeds of Condemnation or Casualty_ Insurance. In the event that the City elects to accept the Property, subject to a Casualty or Condemnation Action pursuant to Section 11.1 above, then the County shall assign to the City all rights, causes of action, claims, benefits, payments and awards arising from such Condemnation Action or Casualty (including, without limitation, any amount due from or paid by any insurance company or any other party as a result of the damage). 12. Possession. Possession of the Property shall be delivered to City upon the Closing, subject only to the Permitted Exceptions. 13. Brokerage Commissions. Each Party warrants and represents to the other that no broker, finder or other intermediary hired or employed by it is entitled to a commission, finder's 10 Project Name:County of Orange/Santa Ana Plaza of the Fountains Property Transfer