Agenda packet, special meeting, first session — Santa Fe Springs City Council, September 10, 2026

Agenda
AGENDA.PDF
Agenda Packet
AGENDA PACKET.PDF
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1. Documents:

2. Documents:
** Revised **
AGENDA

SPECIAL MEETING OF THE CITY COUNCIL
Thursday, September 10, 2026
AT 12:45 PM

CITY HALL COUNCIL CHAMBERS
11710 TELEGRAPH ROAD
SANTA FE SPRINGS, CA 90670

CITY COUNCIL
Joe Angel Zamora
Annette Rodriguez
Juanita Martin
John M. Mora
William K. Rounds
Mayor
Mayor Pro Tem
Councilmember
Councilmember
Councilmember

CITY MANAGER
René Bobadilla, P.E.

CITY ATTORNEY
Rick Olivarez

CITY STAFF
Assistant City Manager
Deputy City Manager
Fire Chief
Police Chief
Director of Community Development
Director of Finance
Director of Parks & Recreation
Director of Public Works
City Clerk
Nicholas Razo
Arlene Salazar
Michael Kozicki
Paul Espinosa
Cuong Nguyen
Julio Morales
Gus Hernandez
James Enriquez
Maribel Garcia
Notices
This City Council Meeting (“Council”) will be held in person and will meet at City Hall – City Council Chambers, 11710 E. Telegraph Road, Santa Fe Springs, California.

Public Comments: The public is encouraged to address City Council on any matter listed on the agenda. If you wish to address the City Council on the day of the meeting, please sign in on the kiosk in the Council Chambers at the door. You may also submit comments in writing by sending them to the City Clerk's Office at [email protected]. All written comments received by 12:00 p.m. the day of the City Council Meeting will be distributed to the City Council and made a part of the official record of the meeting. Written comments will not be read at the meeting, only the name of the person submitting the comment will be announced. Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future City Council meeting.

Council Meeting Start Times: If there is a closed session or study session scheduled on the agenda, the closed session or study session shall be scheduled to start at 5:00 p.m. and the regular meeting shall start at 6:00 p.m. If there is no closed session or study session scheduled on the agenda, the regular meeting shall be scheduled to start at 6:00 p.m.

Please Note: Staff reports and supplemental attachments are available for inspection online and at the office of the City Clerk in City Hall, during regular business hours 7:30 a.m. – 5:30 p.m., Monday – Thursday. Telephone: (562) 868-0511.

Americans with Disabilities Act: In compliance with the ADA, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the City Clerk’s Office. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

SB 1439: Effective January 1, 2025, City Council Members are subject to SB 1439 and cannot participate in certain decisions for a year before or after accepting campaign contributions of more than $500 from an interested person. The Council Member would need to disclose the donation and abstain from voting.

CALL TO ORDER

ROLL CALL

PUBLIC COMMENTS ON AGENDA ITEMS
At this time, the general public may address the City Council on items on the agenda only. Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker. State Law prohibits the City Council from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the City Council.

PUBLIC HEARING

CONSENT CALENDAR

1. APPROVAL OF AMENDMENT NO. 1 OF A LOAN AGREEMENT AND ACCOMPANYING DOCUMENTS WITH A FOOD PROCESSING COMPANY IN AN AMOUNT UP TO $13,500,000 FOR THE RELOCATION OF ITS

FACILITY TO THE CITY OF SANTA FE SPRINGS
It is recommended that the City Council:

1. Adopt Resolution No. 10042, approving Amendment No. 1 of a Loan Agreement between the City of Santa Fe Springs and Juanita's Foods, a California corporation, providing for one or more loans in an aggregate principal amount not to exceed $13,500,000; and

2. Authorize the City Manager, in consultation with the City Attorney and Finance Director, to execute the Loan Agreement, attached Promissory Note, and all other Loan Documents,

3. Further Authorize the City Manager, in consultation with the City Attorney and Finance Director to make any non-substantive changes necessary to finalize the transaction; and

4. Take such additional, related action that may be desirable.

ADJOURNMENT
The City Council will adjourn to its next regular meeting on September 15, 2026.

I, Maribel Garcia, City Clerk for the City of Santa Fe Springs hereby certify that a copy of this agenda has been posted no less than 24 hours at the following locations; City’s website at www.santafesprings.gov; Santa Fe Springs City Hall, 11710 Telegraph Road; Santa Fe Springs City Library, 11700 Telegraph Road; and the Town Center Plaza (Kiosk), 11740 Telegraph Road.

Date Posted: September 10, 2026
** Revised **
AGENDA

SPECIAL MEETING OF THE CITY COUNCIL
Thursday, September 10, 2026
AT 12:45 PM

CITY HALL COUNCIL CHAMBERS
11710 TELEGRAPH ROAD
SANTA FE SPRINGS, CA 90670

CITY COUNCIL
Joe Angel Zamora
Annette Rodriguez
Juanita Martin
John M. Mora
William K. Rounds
Mayor
Mayor Pro Tem
Councilmember
Councilmember
Councilmember

CITY MANAGER
René Bobadilla, P.E.

CITY ATTORNEY
Rick Olivarez

CALL TO ORDER

ROLL CALL

PUBLIC HEARING

CONSENT CALENDAR

1. APPROVAL OF AMENDMENT NO. 1 OF A LOAN AGREEMENT AND ACCOMPANYING DOCUMENTS WITH A FOOD PROCESSING COMPANY IN AN AMOUNT UP TO $13,500,000 FOR THE RELOCATION OF ITS

FACILITY TO THE CITY OF SANTA FE SPRINGS
It is recommended that the City Council:

2. Authorize the City Manager, in consultation with the City Attorney and Finance Director, to execute the Loan Agreement, attached Promissory Note, and all other Loan Documents,

3. Further Authorize the City Manager, in consultation with the City Attorney and Finance Director to make any non-substantive changes necessary to finalize the transaction; and

4. Take such additional, related action that may be desirable.

ADJOURNMENT
The City Council will adjourn to its next regular meeting on September 15, 2026.

Date Posted: September 10, 2026

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Cuong Nguyen, Director of Community Development
SUBJECT:

APPROVAL OF AMENDMENT NO. 1 OF A LOAN AGREEMENT AND ACCOMPANYING DOCUMENTS WITH A FOOD PROCESSING COMPANY IN AN AMOUNT UP TO $13,500,000

FOR THE RELOCATION OF ITS FACILITY TO THE CITY OF SANTA FE SPRINGS DATE: Thursday, September 10, 2026, 12:45 PM
RECOMMENDATION:

It is recommended that City Council:

2. Authorize the City Manager, in consultation with the City Attorney and Finance Director, to execute the Loan Agreement, attached Promissory Note, and all other Loan Documents,

3. Further Authorize the City Manager, in consultation with the City Attorney and Finance Director to make any nonsubstantive changes necessary to finalize the transaction; and

4. Take such additional, related action that may be desirable.

FISCAL IMPACT
As this item authorizes an amended version of the Loan Agreement previously approved at the August 18, 2026 regular City Council meeting, without amendment to the amount of the Loan, approval of this item would also authorize the City to loan Juanita's Foods up to $13,500,000 for relocation and equipment costs associated with the Project. The Loan is not amortized. The Borrower will make quarterly interest-only payments, with a balloon payment of all outstanding principal and interest due at maturity. Interest accrues at the Local Agency Investment Fund (LAIF) Apportionment Rate, as most recently published by the California State Treasurer's Office.

The Loan Agreement provides for a maximum term of five (5) years. At three (3) years and one (1) day, the Borrower is required to notify the City in writing that the City has the right to call the Loan due at the three (3) year, six (6) month mark. If the Borrower wishes to use the full five-year term, it may separately request an extension.

However, that request does not guarantee approval, as any extension remains subject to City approval. If the Borrower does not submit a request, or if the City does not approve a requested extension, the Loan will automatically become due and payable at three (3) years and six (6) months. Amounts not paid when due accrue interest at a 10% Default Rate. The Borrower may prepay all or a portion of the Loan at any time without penalty.

The Loan is backed by an Equity Commitment Letter and Guaranty from Apex Capital, and proof of Apex Capital's available capital, discussed further below. Given that interest on the loan is based on the LAIF rate, which is effectively the City's cost of capital, there is not an expected net financial impact from the loan to the City.

BACKGROUND
Juanita's Foods is proposing to relocate to an existing food processing facility at 13100 Arctic Circle, Santa Fe Springs (APNs 7005-007-050 and 7005-007-037), consolidating operations currently located approximately 15 miles away in Wilmington, California. The project is proposed in two phases: a Phase I manufacturing facility of approximately 122,000 square feet at the Arctic Circle site, representing an estimated $60 - $70 million investment inclusive of purchase price, equipment, and buildout; and a Phase II warehouse of approximately 50,000 square feet at a satellite location within the City.

The Arctic Circle site offers Juanita's Foods rail access, a faster timeline to occupancy than competing sites, and proximity that supports employee retention through the relocation. Staff was informed the company needed to reach a site decision on an expedited timeline, and that other states, including Kansas and Texas, were separately offering incentive packages.

Securing this relocation preserves jobs associated with Juanita's Foods' operations and keeps the Arctic Circle site in active industrial and manufacturing use, supporting the City's broader goal of maintaining a strong industrial base. As part of the transaction, Juanita's Foods has also agreed to contribute $200,000 annually to the City's Community Benefit Fund for five (5) years.

Initial deal discussions contemplated a combined incentive package consisting of a loan interest subsidy, permitting fee assistance, and a milestone-based relocation payment. Deal terms were subsequently restructured into two components for Council consideration: a Loan Agreement, approved by the City Council at the August 18, 2026 City Council meeting, providing Juanita's Foods up to $13,500,000 in short-term financing for relocation costs; and a direct incentive package pursuant to the Economic Development Incentives Agreement approved by the City Council at the September 1, 2026 City Council meeting, totaling approximately $1.5 million, consisting of a Permitting Fee Waiver of up to $500,000, a Relocation Incentive of $500,000, and an Employee Training/Retention Incentive of $500,000, the latter two payable directly to Juanita's Foods.

This project also supports the City's participation in the broader "BIG 4" effort, a coordinated push among California's major industrial cities to retain manufacturing and industrial employers that might otherwise relocate out of state, preserving local jobs, tax base, and industrial land use.

ANALYSIS
Resolution No. 10037 authorized the City Manager to execute the Loan Agreement, and related documents referenced therein, in the form approved by City Council at the August 18, 2026 regular City Council meeting, with necessary non-material revisions in consultation with the City Attorney.

Subsequent to the approval of Resolution No. 10037 on August 18, 2026, Juanita’s Foods identified an additional funding source, requiring the City to enter into an additional subordination agreement therewith as a closing condition. The addition of this subordination agreement not contemplated in the approved Loan Agreement constitutes a material change. This revision, among other amendments, are set forth in the Amended and Restated Loan Agreement attached to the First Amendment set forth in Attachment B.

ENVIRONMENTAL
The proposed action is categorically exempt (Class 1) from the provisions of the California Environmental Quality Act (Pub. Res. Code § 21000 et seq.) ("CEQA") pursuant to State CEQA Guidelines Section 15301, because it allows for the operation, maintenance, repair, leasing, permitting and minor alteration of an existing private facility with no expansion of use. Furthermore, the proposed action is exempt pursuant to CEQA Section 15061(b)(3) under the common sense exemption because it approves a financial loan transaction and does not itself authorize any construction or development; and as a result, there is no possibility that this action will have a significant effect on the environment. Entitlements and construction approvals necessary for the Project will be subject to separate environmental review under CEQA as part of the City's standard development review process.

SUMMARY/NEXT STEPS
Upon Council approval, staff will finalize and execute the Amended and Restated Loan Agreement, Promissory Note, and related Loan Documents, subject to satisfaction of all closing conditions.

ATTACHMENT(S):

A. Resolution No. 10042
B. First Amendment
Attachments
Attachment A - Resolution No. 10042.pdf
Attachment B - First Amendment.pdf
RESOLUTION NO. 10042

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA FE SPRINGS APPROVING AMENDMENT NO. 1 OF A

LOAN AGREEMENT AND ACCOMPANYING DOCUMENTS

WITH A FOOD PROCESSING COMPANY IN AN
AMOUNT UP TO $13,500,000 FOR THE RELOCATION OF

ITS FACILITY TO THE CITY
WHEREAS, the City of Santa Fe Springs (the “City”) seeks to foster economic activity, stimulate investment, and create jobs in the local economy; and WHEREAS, the City seeks to attract a business to ensure the continued use of a building used for food manufacturing; and
WHEREAS, Juanita’s Foods is a manufacturer of Hispanic foods with nationwide distribution; and
WHEREAS, Juanita’s Foods wishes to relocate its food processing facility within the city; and
WHEREAS, City wishes to make a loan contained in a Loan Agreement with accompanying and related documents (“Agreement”) which include a promissory note, guarantee, and other related documents referenced in the Agreement; and WHEREAS, on August 18, 2026 the City Council previously approved Resolution No. 10037, approving the Agreement and authorizing the City Manager to execute the Agreement and documents referenced therein in connection with the City’s financial assistance to Juanita’s Foods, and to make any necessary non-material revisions thereto; and
WHEREAS, Juanita’s Foods has subsequently identified an additional financing source requiring the City to enter into an additional subordination agreement, constituting a material change to the Agreement previously presented to and approved by the City Council.

NOW THEREFORE, THE CITY COUNCIL FOR THE CITY OF SANTA FE SPRINGS DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

SECTION 1. The above recitals are true and correct and are incorporated herein, in their entirety, by this reference.

SECTION 2. The City Manager is authorized and directed to execute the amended Agreement, attached hereto in substantial form as Exhibit “A”, on behalf of the City and to make any necessary non-material revisions in consultation with the City Attorney.

SECTION 3. The City Manager, in consultation with the Finance Director, is further authorized and directed to approve and sign any related documents necessary to effectuate the amended Agreement and take such further action consistent with this Resolution on behalf of the City as needed to implement this Resolution.

SECTION 4. The proposed action is categorically exempt (Class 1) from the provisions of the California Environmental Quality Act (Pub. Res. Code § 21000 et seq.) ("CEQA") pursuant to State CEQA Guidelines Section 15301, because it allows for the operation, maintenance, repair, leasing, permitting and minor alteration of an existing private facility with no expansion of use. Furthermore, the proposed action is exempt pursuant to CEQA Section 15061(b)(3) under the common sense exemption because it approves a financial loan transaction and does not itself authorize any construction or development; and as a result, there is no possibility that this action will have a significant effect on the environment.

SECTION 5. This Resolution shall take effect upon its adoption. The City Clerk shall certify to the adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Santa Fe Springs, at its special meeting on this 10th day of September 2026.

ATTEST:

Maribel Garcia, City Clerk
2026

FIRST AMENDMENT TO

LOAN AGREEMENT
(Parties: Juanita’s Foods and City of Santa Fe Springs) THIS FIRST AMENDMENT (“First Amendment”) to that certain loan agreement and dated as of August 18, 2026 for reference purposes only by and between the City of Santa Fe Springs (“CITY”) and Juanita’s Foods (“BORROWER”) is made and entered into this 10th Day of September, 2026 for reference purposes only. For the purposes of this First Amendment, the capitalized term “Party” may refer to either CITY or BORROWER, interchangeably as appropriate, or collectively, as the “Parties.”

RECITALS
This First Amendment is made and entered into with respect to the following facts:

WHEREAS, on August 18, 2026, the City Council approved Resolution No. 10037 authorizing the execution of that certain Loan Agreement (hereinafter “Agreement”) to Borrower to loan Borrower THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000) (the “Loan”) from the City for the purpose of providing short term financing for start-up costs and relocation costs, including equipment purchases in setting up a food processing facility (“Project”) located at 13100 Arctic Circle, Santa Fe Springs, CA 90670 (APNs: 7005-007-050; 7005-007-037) (the “Site”), as more particularly described in the Agreement; and
WHEREAS, Resolution No. 10037 authorized the City Manager to execute the Agreement with any necessary non-material revisions in consultation with the City Attorney and to sign any related documents referenced in the Agreement; and WHEREAS, Borrower subsequently identified an additional financing source and desires for City to enter into an additional subordination agreement associated therewith which is not a document referenced in the Agreement approved by the City Council; and WHEREAS, the Parties wish to materially amend the Agreement; and WHEREAS, on September 10, 2026, the City Council approved Resolution No. 10042 authorizing the City Manager to execute the amended and restated Agreement (the “Amended and Restated Agreement”) attached hereto as Exhibit “A.” NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties agree as follows:

SECTION 1. The recitals set forth above are true, correct and are hereby incorporated by reference in full herein.

SECTION 2. The Agreement is hereby amended and restated in its entirety as set forth on Exhibit “A” incorporated herein by reference.
[SIGNATURES ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties hereto have set their hand by their duly authorized representatives as of the day and year first above written.

CITY OF SANTA FE SPRINGS JUANITA’S FOODS
____________________________ ____________________________ René Bobadilla, City Manager
By: Robert Rosales,
Chief Executive Officer
APPROVED AS TO FORM:
___________________________
Rick Olivarez, City Attorney

EXHIBIT A

AMENDED AND RESTATED AGREEMENT
HLC Draft 8-139-3

LOAN AGREEMENT
by and between the

CITY OF SANTA FE SPRINGS
a public body, corporate and politic
and
JUANITA’S FOODS
a California corporation
for loans up to an aggregate principal amount of
$13,500,000
AugustSeptember [date], 2026
THIS LOAN AGREEMENT (as amended, modified, supplemented, and replaced from time to time, collectively, “Agreement”) is made as of _______________September [date], 2026, for reference purposes only, by and between the CITY OF SANTA FE SPRINGS, a public body, corporate and politic (“CITY” or “LENDER”), and JUANITA’S FOODS, a California corporation (“Borrower”). The City and Borrower are sometimes referred to collectively herein as the “Parties” and each individually as a “Party.”

R E C I T A L S
A. Borrower proposes to establish a food processing facility in the City located at 13100 Arctic Circle, Santa Fe Springs, CA 90670 (APNs: 7005-007-050; 7005-007-037) (the “Site”) as legally described on Exhibit “A”.

B. Borrower is in the process of obtaining City approval of entitlements to develop, construct and operate a food processing facility (the “Project”).

C. City wishes to offer financial incentives to Borrower to assist in relocation to the City.

The financial incentives include offering loans to Borrower.

D. Borrower desires to borrow one or more loans (each, a “Loan” and collectively, the “Loans”) in the aggregate principal amount of up to THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000) (the “Maximum Amount”) from the City for the purpose of providing short term financing for start-up costs and relocation costs, including equipment purchases in setting up a food processing facility. The Borrower or an affiliated special purpose entity of the Borrower shall be required to have a leasehold or an ownership interest in the Site.1
E.

F. E. Other sources of financing for the Project are anticipated to include mortgage financing provided by Proterra Finance LLC (the “Other Financing”).

G. F. WHEREAS, as more particularly provided below, Borrower will deliver to the City, among other items, the Corporate Guaranty and Commitment Letter (as those terms are defined below) to, respectively, guarantee repayment of the Loan by Borrower in accordance with the terms of those instruments and this Agreement.

H. G. WHEREAS, the City desires to make the Loans to Borrower, on the terms and conditions set forth herein.

NOW, THEREFORE, the Parties agree as follows:

AGREEMENT
1 NTD: Change intended to reflect that an affiliated entity of Juanita’s Foods will purchase the SFS property.

1.0 LOANS; EFFECTIVE DATE.

1.1 Loans. The City agrees, subject to the terms and conditions of this Agreement and in consideration of the representations, covenants and obligations of Borrower contained in this Agreement, the Note, the Corporate Guaranty and any other documents or agreements given in connection herewith (collectively such instruments, documents and agreements as amended, modified, supplemented, and replaced from time to time being referred to as the “Loan Documents”) to make the Loans to Borrower, to be used solely for the purposes described herein.

1.2 Effective Date. This Agreement is dated ___________September [date], 2026, for reference purposes only. This Agreement shall not become effective until the date on which all of the following are true (“Effective Date”): (i) this Agreement is approved and executed by the authorized representative(s) of Borrower and delivered to City; (ii) following all legally required notices and hearings, this Agreement is approved by the governing board of City and any other Governmental Agency, including without limitation the City Council of the City of Santa Fe Springs; and (iii) this Agreement is executed by the authorized representative(s) of City and delivered to Borrower. Upon the occurrence of the Effective Date, the Parties shall acknowledge the Effective Date to each other in writing.

2.0 PROMISSORY NOTE; LOAN REPAYMENT.

2.1 Note. As one of the conditions to disbursement of the Loans to Borrower under Section 6 below, Borrower shall execute a Promissory Note (as amended, modified, supplemented, and replaced from time to time, collectively the “Note”) in the form of Exhibit “B”, attached hereto, which Note sets forth terms and conditions for the repayment of the Loans.

2.2 Interest. The disbursed and unpaid principal balance of the Loanseach Loan disbursement shall bear interest, commencing on the date on which the applicable Loan proceeds are disbursedsuch disbursement is made for the account of Borrower as provided herein, and ending on the date such disbursement is paid in full, at a variablefixed rate of interest per annum atequal to the Local Agency Investment Fund (LAIF) Apportionment Rate, for each disbursement at the most recently published rate published by the CA State Treasurer’s Office (the “as of the date such disbursement is funded (the rate so determined for each disbursement, the "Interest Rate”). Such interest shall be computed on the basis of actual number of days elapsed of a three hundred sixty (360) day year. Notwithstanding the foregoing, and without limiting any other remedy of the City, amounts not paid by Borrower when due shall bear interest from the date due to the date paid at the rate of ten percent (10%) per annum (“Default Rate”).2

2.3 Payment Dates and Amounts; Term. As set forth in greater detail in the Note, the 2 NTD: Changes intended to be clarifying such that the interest rate of each disbursement will be determined based on the LAIF rate most recently published for such disbursement.

Loans are not amortized. As set forth in this Section 2.3, interest, if any, will accrue on the outstanding balance until it is paid in full and a balloon payment will be required on the Maturity Date. Borrower shall make quarterly payments of interest on the first calendar day of each calendar quarter following the Effective Date through the Maturity Date.

In no event shall any Loan payment attributable to an Event of Default (as hereafter defined) or acceleration be deferred.

Notwithstanding any other provision of the Note or of this Agreement, unless due sooner, the entire outstanding principal balance of the Loans together with any outstanding interest and any other sums payable under the Note shall be due and payable in full on the date that is forty-two (42) months from the date of this Agreement (the “Maturity Date”); provided, that if Borrower delivers written notice to the City requesting an extension of the Maturity Date, and such notice is received by the City no later than the date that is three (3) years from the date of this Agreement, then, subject to the City's written consent (which may be granted or withheld in the City's reasonable discretion), the Maturity Date shall instead be the date that is five (5) years from the date of this Agreement.

The term of this Agreement (“Term”) shall be from the date of this Agreement through and including the Maturity Date.

3.0 ACCELERATION.

Notwithstanding the payment terms set forth in Section 2 above, upon the occurrence of any Event of Default as set forth in Section 17 below, the entire outstanding principal balance of the Note, together with any outstanding interest and other amounts payable thereunder, shall, at the election of the City and upon notice to Borrower thereof, become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower.

4.0 PREPAYMENT; APPLICATION OF PAYMENTS.

At any time after the disbursement of any Loan proceeds, Borrower may prepay all or a portion of the unpaid principal amount of the Loans and accrued interest and any other sums outstanding without penalty. Borrower hereby agrees and understands that the prepayment of the Note shall not relieve Borrower of the duty to comply with the covenants described in Sections 10, 11 and 12 herein, and such obligations and covenants shall remain in full force and effect pursuant to their terms. All payments, including any prepayments or funds received upon acceleration pursuant to Section 3 above, shall be applied first toward any outstanding costs of collection or other amounts (excluding Loan principal or interest thereon) due under the Note or this Agreement, then toward outstanding interest accrued at the Default Rate of ten percent (10%) per annum (simple interest), if any, then toward outstanding interest accrued at the Interest Rate, if any, and finally toward the remaining principal balance under the Note.

5.0 GUARANTEE AND SOURCE OF PAYMENT.

5.1 Reserved.

5.2 As a material inducement for City to make the Loans, as a condition precedent to the disbursement of the Loans, Juanita’s Intermediate, LLC (the “Guarantor”) shall have executed and delivered to City a guaranty of payment and performance ( the “Corporate Guaranty”), and [Apex Capital] (one or more indirect equity holders of the Borrower that are satisfactory to the City (collectively, the “Sponsor”) shall have executed and delivered to City the Equity Commitment Letter (as defined below), which shall constitute separate and independent obligations of the Guarantor and the Sponsor.

5.2 As further independent assurance that Borrower will timely repay the Loans, Borrower shall cause the Sponsor to duly execute an equity commitment letter (“Equity Commitment Letter”) in form and substance acceptable to the City in its sole and absolute discretion (as amended, modified, supplemented, and replaced from time to time).

6.0 CONDITIONS FOR LOAN CLOSING AND DISBURSEMENT.

6.1 Reserved

6.2 Closing Conditions. The obligation of the City to disburse the initial Loan proceeds under this Agreement shall be expressly subject to satisfaction of all of the following conditions (collectively, the “Closing Conditions”):
(1) General Conditions.
(a) Execution of this Agreement and all Loan Documents, as applicable, by the City and Borrower, and delivery of a fully executed copy to the City; (b) Borrower’s due execution and delivery of the Note to the City; (c) Guarantor’s due execution of the Corporate Guaranty; in form and substance satisfactory to the City Manager in consultation with the City’s Finance Director;
(d) Borrower’s delivery to the City of a fully executed copy of the Equity Commitment Letter in form and substance satisfactory to the City’s Finance Director;
(e) Satisfactory evidence that the Borrower or an affiliated special purpose entity of the Borrower has acquired a leasehold or an ownership interest (or other similar interest to the City’s approval) in the property located at 13100 Arctic Circle, Santa Fe Springs, CA 90670;
(f) Satisfactory evidence to the Economic Development Director that the Borrower is pursuing in good faith all required land use permits and building permits for the property;
(g) Receipt by the City from Borrower of such other documents, certifications and authorizations as are reasonably required by the City, in form and substance satisfactory to the City, evidencing that (i) this Agreement and the other Loan Documents are duly and validly executed by Borrower and constitute the valid and enforceable obligation of Borrower pursuant to their respective terms, and (ii) execution and delivery of the Loan Documents, and the performances thereunder by Borrower, will not breach or violate any applicable law or governmental regulation nor constitute a default under any material instrument or agreement to which Borrower is a party (and if requested by the City, an opinion of legal counsel acceptable to the City opining as to the issues described in this subsection and such other matters as required by the City’s legal counsel);
(h) No Event of Default shall exist under this Agreement and no default or event or circumstances shall exist which, with the giving of notice or passage of time or both would become a default under, any other Loan Document or any other agreement or instrument relating to Other Financing;
(i) Borrower has demonstrated to the satisfaction of the City’s Finance Director (or his or her designee) that all construction and permanent financing sources for development and operation of the Project, including but not limited to Borrower’s equity, are or will be available in sufficient amounts to provide for full and timely completion and ongoing operation of the Project;
(j) Borrower shall have provided to the City, in form satisfactory to the City, copies of (i) Borrower’s governing limited partnership agreement, operating agreement, or articles and bylaws, together with a certification by the managing member, managing general partner, or president that such agreement or articles and bylaws has not been amended or modified except as described in the certification, (ii) a good standing certificate from the California Secretary of State, certifying that Borrower is duly qualified and in good standing, and (iii) all other documents necessary to evidence to the City’s satisfaction that the individuals and entities executing this Agreement and the other Loan Documents, and other entities on whose behalf such documents are executed, are fully authorized to do so and to bind the respective entities, including Borrower, to the terms hereof and thereof (and if Borrower is managed or operated by a corporate, limited liability or partnership entity then such entity shall provide the same information and evidence);
(k) Borrower shall have provided to or have caused the provision to the City, in form satisfactory to the City in its sole and absolute discretion, copies of, for the Sponsor and the Guarantor: (i) governing partnership agreement, operating agreement, or articles and bylaws, together with a certification by the managing member, managing general partner, president or other officer that such agreement or articles and bylaws has not been amended or modified except as described in the certification, (ii) a good standing certificate from the Secretary of State of the applicable state, certifying that the respective entity is duly qualified and in good standing, (iii) a letter from the Sponsor’s fund administrator that the Sponsor has adequate liquid capital to fulfill the obligations under the Equity Commitment Letter; and (iv) all other documents necessary to evidence to the City’s satisfaction that the individuals and entities executing this Agreement and the other Loan Documents, and other entities on whose behalf such documents are executed, are fully authorized to do so and to bind the respective entities, to the terms hereof and thereof (and if managed or operated by a corporate, limited liability or partnership entity then such entity shall provide the same information and evidence);
(l) Borrower shall have furnished the City with evidence reasonably satisfactory to the City that JPMorgan Chase Bank, N.A., as lender under that the Borrower’s Credit Agreement dated as of April 9, 2025 (as may be amended, amended and restated, modified, supplemented, extended, renewed, restated, refinanced or replaced, the “ABL Credit Agreement”) and Proterra Finance, as administrative agent under the Borrower’s Term Loan Credit Agreement dated as of April 9, 2025 (as may be amended, amended and restated, modified, supplemented, extended, renewed, restated, refinanced or replaced, the “Term Loan Credit Agreement”) each consent to the Loans and that Borrower is not in default under the ABL Credit Agreement or the Term Loan Credit Agreement, as applicable;
(m) City shall have executed and delivered subordination agreements in form and substance reasonably satisfactory to the City in favor of JPMorgan as lender under that the ABL Credit Agreement and Proterra Finance, as administrative agent under the Term Loan Credit Agreement and as lender under that certain Real Estate Loan Agreement to be dated on or about the date hereof among JF RE COSFS LLC and the Borrower, as borrower, and Proterra Finance, as lender; (n) Any other due diligence submittals required by the
City at the City’s sole discretion; and
(o) Borrower shall have delivered or caused the delivery of such documents, evidence and agreements or taken such actions as required by the City to confirm, secure, or further confirm or secure the transactions contemplated by this Agreement, at the City’s sole discretion.

6.3 Close of Loans. When, and only when, City has confirmed that the applicable Closing Conditions set forth in Section 6.2, above, have been satisfied, and has received written certification from the Finance Director of the City, or his designee, that all other Closing Conditions have been timely satisfied, waived or delayed for satisfaction as outlined in Section

6.6 below, then City shall make available one or more Loans to the Borrower during the Term and shall proceed with disbursing such Loan proceeds in accordance with any Draw Disbursement Request from Borrower as set forth in Section 6.4 below.

6.4 Conditions Precedent to each Disbursement of Funds. The disbursement of each Loan shall not occur prior to satisfaction of all conditions precedent to the enumerated in Section

6.2 hereto, upon satisfaction of which, Borrower may submit to City, if not previously provided, and City shall approve in its sole and absolute discretion, the following:
(1) Disbursement Request/Demand letter with respect to each Loan, which shall be delivered at least fifteen (15) days prior to the proposed date of disbursement and shall include, (i) a certification by Borrower that there are no defaults under the Agreement or any other Loan Documents, Other Financing, or the loan or grant documents pertaining to any other loans or grants related to the Project or the Site, its partnership agreement, or other governing documents, or any agreements with its investors and no event or condition exists which, with the giving of notice, passage of time or both would result in a default thereunder, (ii) reaffirmation that the representations and warranties made by Borrower in the Agreement and the other Loan Documents are true and correct in all material respects as of the date of such request or letter, (iii) a certification by Borrower that all information and materials provided to the City in connection with the request or letter are true and complete and do not omit any material information and (iv) the amount of Loan requested and the proposed date of disbursement of such Loan; and
(2) Wiring instructions for such Loan to be disbursed; and (3) A proposed schedule of expenses (which may include inventory costs) for each Disbursement Request.

Collectively these items make up the draw disbursement request (“Draw Disbursement Request”).

6.5 Time is of the Essence. Time is of the essence with respect to the rights and obligations of the Parties under this Agreement. The Borrower may request one or more Loans from the City from time to time during the Term; provided that in no event shall the aggregate amount of Loans at any one time outstanding exceed the Maximum Principal Amount.

7.0 POST-CLOSING CONDITIONS.

As a material term of this Agreement, breach of which shall give the City the right to proceed with any and all remedies set forth in this Agreement and the Loan Documents, the Loans shall be subject to the express condition that Borrower satisfies the following post-closing conditions (“Post-Closing Obligations”) to the satisfaction of City, in its sole and absolute discretion.:
(a) Proceed diligently, and achieve Completion of the Project (as defined in Section

10.12 below), no later than twenty-four (24) months following sixty (60) days from the disbursement of the initial Loan.

8.0 RESERVED.

9.0 PURPOSE OF LOAN.

The proceeds of the Loans shall be used by Borrower only for relocation expenses and equipment purchases (including repayment of indebtedness incurred for purposes of financing relocation expenses and equipment purchases) and other general corporate purposes related thereto at the Site. In no event shall Borrower use or otherwise invest the proceeds of the Loans except as expressly provided in this Agreement. Borrower shall, at City’s reasonable request, provide proof acceptable to the City that the Loan proceeds have been used solely for the purposes indicated in this paragraph and in accordance with this Agreement.

10.0 COVENANTS OF BORROWER.

In addition to and without limitation of Borrower’s Post-Closing Obligations as set forth in Section 7.0 hereto, as additional consideration for the making of the Loans by the City, Borrower covenants as follows throughout the Term of the Loans until repayment in full of the Loans:

10.1 Compliance with Laws.
(1) Applicable Governmental Restrictions. Borrower shall comply with all Applicable Governmental Restrictions. As used herein, “Applicable Governmental Restrictions” shall mean and include any and all laws, statutes, ordinances, codes, rules, regulations, directives, writs, injunctions, orders, decrees, rulings, conditions of approval, or authorizations, now in force or which may hereafter be in force, of any governmental entity, agency or political subdivision as they pertain to the Borrower, performance of this Agreement or development or operation of the Project, including specifically but without limitation all code and other requirements of the jurisdiction in which the Project is located; the National Environmental Policy Act of 1969, as amended (“NEPA”), the California Environment Quality Act (“CEQA”) (Pub. Res. Code § 21000 et seq.); the laws specified in Section 13, below; anti discrimination laws including but not limited to the Fair Employment and Housing Act (California Government Code at § 12900 et seq.), prevailing wage laws (e.g. Cal. Labor Code 1720 et seq., and the federal Davis-Bacon Act (40 U.S.C. 276a)), any other applicable federal, state and local laws. Borrower shall indemnify, defend (with counsel acceptable to the indemnified parties) and hold the City and its elected and appointed officers, officials, representatives, employees, and agents harmless from any suit, cost, attorneys’ fees, claim, administrative proceeding, damage, wage award, fine, penalty or liability arising (whether by negligence, willful act or otherwise) out of or relating to Borrower’s failure to comply with any Applicable Governmental Restrictions, including, without limitation, the nonpayment of any prevailing wages required to be paid, failure to maintain wage records, failure to post prevailing wage schedules, or other acts or omissions, regardless of whether they are the responsibility of the contractor or the party awarding the contract. Borrower is solely responsible for determining the applicability of laws and should not rely on statements by the City. The Project is subject to California Labor Code Sections 1720 et seq., and Borrower is responsible for compliance and/or causing the compliance therewith, and for the adherence to the certification of compliance with state and any applicable federal prevailing wage law. Borrower acknowledges that the City has not represented that the Project is not a “public work” as defined in Labor Code Section 1720 et seq.; and Borrower shall notify the City and Borrower’s contractors and subcontractors immediately upon learning of any investigation or determination by the California Department of Industrial Relations relating to whether or not the Project is a “public work”.

10.2 Revenue Disclosures. Borrower shall make available for inspection and audit to the City’s representatives, upon seventy-two (72) hours written request, from time to time during the Term, at Borrower’s offices, or, if requested by the City, at another location within Los Angeles County, all of the books and records relating to the operation of the Project and this Agreement. All such books and records shall be maintained by Borrower for a period of five (5) years following the expiration or earlier termination of the Term; provided that in the event any litigation, claim or audit is started before the expiration of the Term, said books and records shall be retained until all litigation, claims, or audit findings involving said books and records shall have been resolved.

10.3 Other Reports. Upon seventy-two (72) hours written notice, any time during the Term, Borrower shall prepare and submit to the City, any financial, program progress, monitoring, evaluation or other reports (including, but not limited to, documents related to construction and project financing) reasonably required by the City or its representatives as they relate to the Project or this Agreement; provided, however, if such requested reports are not capable of being prepared and submitted to the City within such seventy-two (72) hour period, then within a reasonable time thereafter. Borrower shall ensure that its employees, agents, officers, and board members furnish such information, which in the reasonable judgment of the City representatives, may be relevant to a question of compliance with this Agreement and/or the Loan Documents. Borrower shall retain all existing records and data relating to the Project for five (5) years following the expiration of the Term. In the event any litigation, claims or audit is started during the Term, said books and records shall be retained until all litigation, claims or audit findings involving said books and records have been resolved.

10.4 Inspection. Borrower shall allow the City to inspect its books and records pertaining to the Project, Site, Loans, expenditures, and associated financial condition and use of funds, as applicable, within seventy-two (72) hours of City request.

10.5 Annual Financial Statements. The Borrower shall deliver to the City copies of the annual financial statements of Borrower.

If Borrower provides any material written reports, statements or other documents, regarding the financial conditions, operating conditions, management conditions or projections thereof related to all or any part of the Project to any lenders, creditors, other governmental/regulatory agencies, investors, or credit rating agencies, Borrower shall concurrently provide copies to the City.

10.6 Indemnification. In addition to any other rights or defenses the Public Agencies (defined below) may have under or arising from this Agreement or any applicable laws, Borrower agrees to indemnify, defend (with counsel approved by the City) and hold harmless the City and its elected and appointed officers, officials, representatives, employees, and agents (hereinafter collectively referred to as “Public Agencies”) from and against any and all liability, demands, damages, claims, causes of action, fees (including reasonable attorneys’ fees and costs and expert witness fees), and expenses, including, but not limited to, claims for bodily injury, property damage, and death, that arise (whether by negligence, willful act or otherwise) out of, pertain to, or relate to this Agreement or any of the other Loan Documents, the services and/or materials provided pursuant to this Agreement or any of the other Loan Documents, or Project (hereinafter collectively referred to as “Liabilities”). Borrower shall not be required to indemnify, defend, and hold harmless the Public Agencies from any Liabilities that arise from the sole negligence or willful misconduct of the Public Agencies, Public Agencies’ officers or employees. Such indemnification language shall also be incorporated in Borrower’s contracts with entities that Borrower has contracted with for purposes of this Agreement in favor of the Public Agencies, except for Design Professionals. (“Design Professionals” shall include, but not be limited to, the following: architects, structural engineers, civil engineers, geotechnical engineers and environmental consultants). However Public Agencies may waive this requirement in the event that such contracts were entered into prior to the execution of this Agreement.

Borrower waives and releases any rights it may have to any express or implied indemnification from any of the Public Agencies under or arising from this Agreement or the other Loan Documents or any applicable laws.

In the event that Borrower is acting as a Design Professional, Borrower further agrees to indemnify, defend (with counsel approved by Public Agencies) and hold harmless the Public Agencies from and against any and all Liabilities that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Borrower for the performance of professional services pertaining to this Agreement. Such indemnification language, in favor of the Public Agencies, shall also be incorporated in Borrower’s contracts with any Design Professionals in favor of the Public Agencies, however Public Agencies may waive this requirement in the event that such contracts were entered into prior to the execution of this Agreement.

These indemnification provisions shall remain in full force and effect and survive the termination and/or expiration of this Agreement. Borrower agrees to require, through its contractual language, any entities with which it contracts to agree to and abide by the above-mentioned indemnification requirements in favor of the Public Agencies, as applicable to each of them. Borrower waives and releases any rights it may have to any express or implied indemnification from any of the Public Agencies under or arising from this Agreement or any applicable laws.

10.7 Audit by State and Federal Agencies. In the event this Agreement or the Loan is subjected to audit, monitoring or other inspections by appropriate state and federal agencies, during or after the Term of this Agreement, Borrower shall comply with such inspections and pay on behalf of itself and the City the full amount of the cost to the inspecting agency which result from such inspections, if any, unless such inspection and any resulting liability arises solely from the gross negligence or willful misconduct of the City.

10.8 Program Evaluation and Review. Borrower shall allow the City and its authorized representatives to inspect and monitor its facilities and program operations as they relate to the Project or this Agreement, including the interviewing of Borrower’s staff, tenants, and other program participants, as reasonably required by the City during the Term.

10.9 Reserved.

10.10 Reserved

10.11 Reserved

10.12 Construction Requirements. Following the disbursement of the Loans, Borrower shall proceed diligently, and achieve Completion of the Project, as defined below, no later than twenty-four (24) months following sixty (60) days from the first disbursement of any the Loans. “Completion of the Project” shall be deemed to have occurred when the Project has received, a certificate of occupancy.

10.13 Reserved.

10.14 Environmental Conditions. Borrower shall comply with any NEPA or CEQA mitigation measures or other environmental conditions imposed by the City, or any other applicable governmental authority in connection with the Project.

10.15 Reserved.

10.16 Organizational Documents. Borrower’s “Organizational Documents” shall mean the documents and agreements which govern the formation of Borrower, the powers and purpose of Borrower, and which describe how the Borrower will be managed including the limited partnership agreement and certificate of limited partnership; operating agreement and certificate of formation; or bylaws, shareholder agreements, and articles of incorporation; depending on Borrower’s entity type.
(1) Borrower shall not amend or modify in a manner adverse to the City, or terminate, its Organizational Documents without the prior written consent of the City. Borrower shall provide City with its amendments and modifications within 30 days of their occurrence. (2) There shall be no default under the Organizational Documents of Borrower beyond any applicable cure period provided therein. Borrower shall notify the City if there are any defaults and the status of the cure of any such defaults.

10.17 Reserved.

10.18 Design Standards. Borrower agrees to adhere to all applicable City approvals and any other applicable governmental requirements.

10.19 Reserved.

10.20 Reserved.

10.21 Reserved.

10.22 Significant Changes. Borrower will promptly notify the City, if Borrower becomes aware of the occurrence of (each a “Material Adverse Event”): (i) any Event of Default or event or circumstance which with the passage of ten (10) days or less or giving of notice or both would become a default under any of the Loan Documents; (ii) the occurrence of any material adverse change in the financial condition of Borrower from its financial condition reflected in the financial statement provided to the City on or before the date of this Agreement or any subsequent twelve (12) month period; or (iii) the occurrence of any material adverse change in the occupancy or operation of the Site or the Project. A Material Adverse Event shall include (a) one or more judgments for the payment of money in an aggregate amount of one hundred thousand dollars ($100,000) or more is rendered against the Borrower and the same shall remain undischarged for a period of thirty (30) consecutive days; (b) an event of default (or any similar term) under any agreement binding on Borrower evidencing debt for borrowed money in aggregate amount of one hundred thousand dollars ($100,000) or more; (c) the occurrence of any event or circumstance which would cause Borrower to be insolvent, or bankrupt, as such terms are used in the California Code of Civil Procedure Section 493.010, Uniform Commercial Code, or the US Bankruptcy Code; or (d) if a receiver is appointed for Borrower, the Site, Project or any part thereof. The occurrence or existence of a Material Adverse Event is a default under this Agreement.

11.0 OPERATION OF PROJECT. Throughout the Term of the Loans and until repayment in full of the Loans:

11.1 Operation of Project. Borrower hereby agrees that the Borrower shall use the Site solely for the purpose of developing, constructing, equipping and operating the Project as a food processing facility and accompanying Borrower’s offices. Borrower hereby covenants on behalf of itself that Borrower shall use the Site solely for the purpose of operating the Project, ancillary improvements thereon and Borrower’s offices, in accordance with this Agreement.

11.2 Operations and Maintenance.

Borrower shall, at its expense, upon during and after completion of the Project (i) maintain all improvements and landscaping on the Site in good working order, condition, and repair (and, as to landscaping, in a healthy and thriving condition) in accordance with all Applicable Governmental Restrictions, and (ii) manage the Project and Project finances reasonably prudently and in compliance with Applicable Governmental Restrictions.

Borrower shall, prior to development of the Project, ensure the Site is secure, clean and free of debris, graffiti, and adequately maintained, subject to the City’s review and approval.

11.5 Delivery of Copies of Documents. All documents, agreements, certificates, reports, written information and other materials given by Borrower to the City are without further action deemed certified by Borrower as being true and complete copies and unless expressly stated in writing to the contrary and do not omit any material information. If Borrower determines that any materials provided to the City are not true and complete or omit any material information, Borrower shall notify the City and update such information as appropriate.

11.6 Reserved.

12.0 BORROWER'S OBLIGATION TO REFRAIN FROM DISCRIMINATION.

Borrower shall not discriminate against or segregate any person, or group of persons, on account of race, color, national origin, gender, gender identity, gender expression, sex, religion, marital or familial status, disability, sexual orientation, ancestry, age, medical condition, source of income, genetic information, citizenship, primary language, immigration status (except where explicitly prohibited by federal law), arbitrary characteristics, and all other classes of individuals protected from discrimination under federal or state laws or required to be protected from discrimination, individuals perceived to be a member of any of the preceding classes, or any individual or person associated with any of the preceding classes, in the participation in, the benefits of, any program or activity funded in whole or in part by the Loans, or otherwise in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall Borrower itself or any person claiming under or through Borrower establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of invitees, licensees, tenants, lessees, subtenants, sublessees, or vendees of the Site or any portion thereof, and shall require deeds, leases, and contracts to contain or be subject to any nondiscrimination and nonsegregation clauses required under applicable law. The nondiscrimination and nonsegregation covenants set forth herein shall remain in effect in perpetuity.

13.0 RESERVED.

14.0 INDEPENDENT CONTRACTOR.

In their performance of this Agreement, all Parties hereto will be acting in an independent capacity and not as agents, employees, partners, joint venturers, or associates of one another.

The employees or agents of one Party shall not be deemed or construed to be the agents or employees of the other Party for any purpose whatsoever, including workers' compensation liability. Borrower shall bear the sole responsibility and liability for furnishing workers’ compensation benefits to any person for injuries arising from or connected with services performed on behalf of Borrower pursuant to this Agreement.

15.0 ASSIGNMENT OF INTEREST IN THE SITE OR THE PROJECT.

15.1 Except as otherwise expressly permitted in this Section 15, without the prior written approval of the City in its sole and absolute discretion Borrower shall not (individually and collectively referred to as a “Transfer”): (i) directly or indirectly, by operation of law, voluntarily or involuntarily, sell, gift, encumber, assign, lease, sublease, license, or otherwise transfer or permit the transfer of or grant an option to transfer (collectively, “Change”) all or any portion of (x) if applicable, its leasehold interest in the Site, or Property, (y) its operation of the Project or (z) its rights or obligations under the Agreement, or other Loan Documents; (ii) allow the Sponsor and its affiliates to cease to own, directly or indirectly, at least fifty-one percent (51%) of the ownership and/or control of the Borrower, in the aggregate, taking all transfers into account on a cumulative basis; (iii) [reserved]; (iv) change any of Borrower’s rights or obligations under any of the Loan Documents; or (v) wind up, liquidate or dissolve Borrower or its affairs or enter into any transaction of merger, reorganization, or consolidation of Borrower (unless Borrower is the surviving entity). Any Transfer in violation of the provisions of this Agreement shall be a material default under this Agreement entitling the City to pursue the rights and remedies hereunder. Borrower hereby agrees that any purported Transfer not approved by the City as required herein shall be a material default under this Agreement and all amounts principal, interest, or otherwise outstanding under the Loan Documents may be accelerated and deemed immediately due and owing provided however, City may elect in its sole discretion, to deem such Transfer ipso facto voidable, and no voluntary or involuntary successor to any interest of Borrower under such a proscribed Transfer shall acquire any rights pursuant to this Agreement or any of the other Loan Documents.

15.2 At any time Borrower desires to effect a Transfer hereunder which requires the prior consent of the City, Borrower shall notify the City in writing (the “Transfer Notice”) and shall submit to the City for its prior written approval (i) all proposed agreements and documents (collectively, the “Transfer Documents”) memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such proposed Transfer, and (ii) a certificate setting forth representations and warranties by Borrower and the proposed transferee to the City sufficient to establish and ensure that all requirements of this Section 15 have been and will be met. No Transfer Documents shall be approved by the City unless they expressly provide for the assumption by the proposed transferee of all of Borrowers obligations under the Loan Documents (except in cases where the transferee is not becoming a successor to the Borrower or is not becoming a general partner of Borrower, the transferee shall acknowledge the Loan Documents, all obligations thereunder, and the obligations for the construction, operation, maintenance, and management of the Project as binding upon Borrower). The Transfer Notice shall include a request that the City consent to the proposed Transfer. The City agrees to make its decision on Borrower’s request for consent to such Transfer promptly, and use reasonable efforts to respond not later than forty-five (45) days after the City receives the last of the items required by this Section 15. In the event the City consents to a proposed Transfer, then such Transfer shall not be effective unless and until the City receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Borrower to the City.

15.3 Reserved.

15.4 Reserved.

15.5 Notwithstanding anything in this Agreement to the contrary, Borrower agrees that it shall not be permitted to make any Transfer, whether or not the City’s consent is required therefore and even if the City has consented thereto without expressly waiving the following requirements, (i) if there exists an outstanding Event of Default under this Agreement or a default under any other Loan Document which has not been cured; (ii) any outstanding amount under the Loan Documents or Other Financing is due or shall become due during the forty-five (45) day period following such Transfer request to the City, unless such amount is prepaid with proof thereof provided to the City; (iii) such Transfer complies with the rules and regulation which pertain to the funding sources used for the Loan and the Project; (iv) if the Transfer results in a change of leasehold interest in the Property, the transferee acknowledges and assumes the obligations of the Borrower under this Agreement and any other applicable governmental requirements, including but not limited to Borrower’s obligation to timely cause the Completion of Construction and to maintain and operate the Project described herein; and (v) any third party guaranty or indemnity given in connection with or in furtherance of the Loan, including but not limited to the Corporate Guaranty and Equity Commitment Letter, shall be reaffirmed by the parties thereto in an agreement that is in form and substance acceptable to the City or a replacement guarantor/indemnitor acceptable to the City shall enter into a replacement guaranty/indemnity in form and substance acceptable to the City, provided that, if the Transfer renders the Corporate Guaranty and Equity Commitment letter invalid or unenforceable, as determined by the City Attorney in its sole and absolute discretion, then the City shall have the right to demand that Borrower cause the provision of a replacement instrument in form and substance acceptable to the City in its sole and absolute discretion, and the City shall not consider the Transfer request until such replacement instrument is received.

15.6 The provisions of this Section 15 shall apply to each and any Transfer and the City’s consent to a given Transfer shall not imply that the City will consent to any subsequent Transfer.

16.0 ASSIGNMENT OF THIS AGREEMENT
This Agreement shall be assignable by Borrower only if Borrower obtains the prior express written consent of the City (which must be granted by the City Council), which consent may be withheld by the City in their sole and absolute discretion. Notwithstanding anything to the contrary in this Agreement, no purported assignment of this Agreement and the Loans shall be effective if such assignment would violate the terms, conditions and restrictions of this Agreement or any Applicable Governmental Restrictions. The City's consent to such assignment shall be expressly conditioned upon (i) the assignee's execution of such documents as required by the City in its sole discretion including, without limitation, any and all documents deemed necessary by the City to provide for said assignee’s assumption of all of the obligations of Borrower hereunder, under the Loan Documents to the reasonable satisfaction of the City Attorney; (ii) the City’s approval of the financial and credit-worthiness of such proposed assignee and the assignee’s ability to perform all of the Borrower’s obligations under this Agreement and the Note and all of the other Loan Documents; (iii) as set forth in Section 15.5 hereto, if applicable, the provision of a reaffirmation or replacement of any third party guaranty or indemnity given in connection with or in furtherance of the Loans, including but not limited to the Corporate Guaranty and Equity Commitment Letter, in a form and substance acceptable to the City, and if applicable by a replacement guarantor/indemnitor acceptable to the City.

Any attempt by Borrower to assign any performance or benefit under the terms of this Agreement, without the prior written consent of the City as provided herein, shall be null and void and shall constitute a material breach of this Agreement. In accordance with the foregoing, in the event of (i) a sale or transfer of all or any portion of (x) if applicable, Borrower’s leasehold interest in the Site or the Property, (y) Borrower’s operation of the Project, or (z) its rights or obligations under the Agreement, Loan Documents or any other agreement affecting the control, and rights and obligations to construct, operate, maintain, manage the Project, or (ii) a sale or transfer resulting in the Sponsor and its affiliates to cease to own, directly or indirectly, at least fifty-one percent (51%) of the ownership and/or control of the Borrower, in the aggregate, taking all transfers into account on a cumulative basis, occurring without the written consent of the City, or otherwise as set forth herein, the City may, at its option, by written notice to Borrower, declare Borrower in default under this Agreement.

17.0 EVENTS OF DEFAULT AND REMEDIES

17.1. Borrower Events of Default. The occurrence of any of the following shall, following expiration of any applicable notice and cure periods, constitute an event of default by Borrower hereunder (“Event of Default”), each of which are acknowledged by Borrower to constitute a material default under this Agreement:
(1) The failure of Borrower to pay or perform any monetary covenant or obligation hereunder or under the terms of the Note or any other Loan Document, without curing such failure within ten (10) days after receipt of written notice of such default from the City, as applicable. Notwithstanding anything herein to the contrary, the herein described cure period shall not apply to a failure by Borrower to timely repay the Loans at the Maturity Date of the Note;
(2) The failure of Borrower to perform any nonmonetary covenant or obligation hereunder or under the terms of the Note or any other Loan Document, without curing such failure within thirty (30) days after the giving of written notice of such default from the City specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency [NTD: Existing Loans not applicable here.]; and (ii) if any default with respect to a nonmonetary obligation is such that, through no fault of Borrower, it cannot reasonably be cured within a thirty (30) day period, Borrower shall have a further period, as reasonably determined by the City, to cure such default provided Borrower commences the cure within said thirty (30) day period and diligently prosecutes such cure to completion but in no event shall the total cure period including the initial thirty (30) day period be more than one hundred twenty (120) days in total, however, if the default, in the reasonable determination of the City, relates to an immediate health or safety concern for the Project or its occupants then the City shall only be required to provide such notice and cure period as the City considers reasonable under the circumstances. Notwithstanding anything herein to the contrary, the herein described notice requirements and cure periods shall not apply to any Event of Default described in Sections 17.1(3) through 17.1(10) below; or for nonmonetary covenants or obligations otherwise set forth in the Loan Documents where an express time period is otherwise provided; (3) The falsity in any material respect of any representation made by Borrower under the terms of or in connection with this Agreement, the Note, or any other Loan Documents (a cure period does not apply to this subsection);
(4) Borrower, the Guarantor or the Sponsor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of its property, (ii) fail to pay or admit in writing its inability to pay its debts generally as they become due, (iii) make a general assignment for the benefit of creditors, (iv) be adjudicated as bankrupt or insolvent, or (v) commence a voluntary case under the Federal bankruptcy laws of the United States of America or file a voluntary petition that is not withdrawn within ten (10) days of the filing thereof or answer seeking an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy or insolvency proceeding; (5) If without the application, approval or consent of Borrower, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, in respect of Borrower, Guarantor or Sponsor, for an order for relief or an adjudication in bankruptcy, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of Borrower or of all or any substantial part of Borrower’s assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by Borrower, in good faith, the same shall (i) result in the entry of an order for relief or any such adjudication or appointment, or (ii) continue undismissed, or pending and unstayed, for any period of ninety (90) consecutive days;
(6) Following initial Completion of the Construction, voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) days or the involuntary cessation of the operation of the Project in accordance with this Agreement for a continuous period of more than sixty (60) days; , in each case, other than cessations necessitated due to maintenance and repair work or events of Force Majeure. “Force Majeure” means any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, and other non-financial causes beyond the reasonable control of the Borrower;3
(7) Borrower shall be in breach of the provisions of Sections 15 or Section 16, or Section 8 of the Note, or the promissory notes for any other loans made pursuant to this Agreement;
3 NTD: Intended to align with Incentive Agreement.
(8) Borrower shall be in default under the Other Financing or any other secured or unsecured obligation relating to the Project, beyond any applicable cure period provided in such agreements, if any;
(9) Borrower shall fail to pay or cause the payment of all real property taxes relating to the Project prior to their delinquency or fail to obtain and maintain the policies of insurance in the form and substance required by the Loan Documents; and (10) The failure of Borrower to obtain the Other Financing contemplated by the Loan Documents.
(11) The failure after two years to acquire entitlements to operate its business at the Site.

17.2 City Remedies. Upon the occurrence of an Event of Default hereunder, the City may, in its sole discretion, take any one or more of the following actions:
(1) By notice to Borrower, declare the entire then unpaid principal balance of the Loans immediately due and payable, and the same shall become due and payable without further demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. Upon such declaration, outstanding principal and (to the extent permitted by law) interest and any other sums outstanding in connection with the Loans shall thereafter bear interest at the Default Rate, payable from the date of such declaration until paid in full; (2) Take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, in the sole discretion of the City, to collect the amounts then due and thereafter to become due hereunder and under the Note or any other Loan Document, to exercise its rights under any Loan Document, and to enforce performance and observance (by specific performance or otherwise) of any obligation, agreement or covenant of the Borrower under this Agreement or under any other Loan Document; (3) Upon the occurrence of an Event of Default which is occasioned by Borrower's failure to pay money, whether under this Agreement or the Note or any other Loan Document, the City may, but shall not be obligated to, make such payment. If such payment is made by the City, Borrower shall deposit with the City, upon written demand therefor, such sum plus interest at the Default Rate. The Event of Default with respect to which any such payment has been made by the City shall not be deemed cured until such repayment has been made by Borrower. Until repaid, such amounts shall be deemed added to the outstanding principal amount of the Note;
(4) Upon the occurrence of an Event of Default described in Section 17.1(4) or 17.1(5) hereof, the City shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim for the whole amount owing and unpaid on the Loans and, in the case of commencement of any judicial proceedings, to file such proof of claim and other papers or documents as may be necessary or advisable in the judgment of the City and its counsel to protect the interests of the City and to collect and receive any monies or other property in satisfaction of its claim;
(5) If the City has not yet funded all amounts to be loaned or granted to Borrower under this Agreement or any other Loan Document or any other loan or grant agreement from the City or managed thereby, the City may suspend further payments under any such agreements or grants without liability to Borrower.

17.3 No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute; and may be exercised in such number, at such times and in such order as the City may determine in its sole discretion. No delay or omission to exercise any right or power upon the occurrence of any Event of Default hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient by the City. In order to entitle the City to exercise any right or remedy reserved to it under this Agreement, no notice shall be required except as expressly provided herein.

17.4 City Default and Borrower Remedies. Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty (30) days after receipt of written notice of such failure from Borrower specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Borrower may, as its sole and exclusive remedies:
(1) Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and
(2) Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement.

Without limiting the generality of the foregoing, Borrower shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City or any of the other Public Agencies and each of their respective members, directors, agents, officers, representatives and employees arising out of or in connection with this Agreement, and in connection with such waiver Borrower is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: “A

GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR

RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM

OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

18.0 BANKRUPTCY.

Borrower represents and warrants to the City that: Borrower is not insolvent as such term is defined under applicable creditor rights laws including the US Bankruptcy Code and the Uniform Commercial Code; the completion of the transactions contemplated by the Loan Documents shall not cause the insolvency thereof; and the transactions contemplated by the Loan Documents are not being taken by Borrower with the intent to defraud any of its creditors or otherwise constitute a fraudulent conveyance under any applicable laws including a “voidable transfer” under the Uniform Fraudulent Transfer Act (Civil Code §3439 et. seq.).

The City shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by the Borrower to any portion of the Loans, interest or any other monetary obligations arising from the Loan Documents. To the extent the Borrower makes a payment to the City, which is in whole or part subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then such amounts shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the City.

19.0 JOINT AND SEVERAL LIABILITY.

If, at any time during the Term of this Agreement, Borrower comprises more than one person or entity, all such persons and entities shall be jointly and severally liable for performance of every obligation of Borrower under this Agreement without offset or deduction or allocation of liability and any right of subrogation among such persons or entities shall be suspended unless and until the City has been paid in full for all amounts related to this Agreement and all obligations of Borrower have been performed. It is not the intent of this provision that if Borrower is an entity such as a limited partnership or limited liability company that each of the constituent limited partners or members shall be liable under this provision.

20.0 RIGHT OF ACCESS AND INSPECTION.

The City shall have the right at any time during normal business hours and from time to time to enter upon the Site for purposes of inspection. If the City in its reasonable discretion determines that any work or materials are not in conformity with this Agreement or any Applicable Governmental Restrictions, or the Project is not being operated in conformity with this Agreement or any Applicable Governmental Restrictions, the City may at its election, after notice to and consultation with the Borrower and affording the Borrower thirty (30) days after such notice to cure the matter (or without notice in the case of an emergency) (provided, however, that if such matter cannot be cured within a thirty (30) day period, it shall be deemed cured if Borrower commences the cure within said thirty (30) day period and diligently prosecutes such cure to completion thereafter) and the Borrower fails to cure the matter, itself cure the matter. In addition, during the course of construction, the City may immediately stop the work and order replacement or correction of any work or materials not in conformity with this Agreement or any Applicable Governmental Restrictions. Inspection by the City of the Project or the Site is not to be construed as an acknowledgment, acceptance or representation by the City that there has been compliance with any terms or provisions of this Agreement, or that the work will be free of faulty materials or workmanship.

In connection with City’s exercise of its inspection rights under Sections 10.2, 10.4, 10.8 and 20.0, City shall provide written notice to Borrower, at least, two business days prior to any such intended access, provided further that City and its employees, agents and representatives shall comply, at all times and in all respects with Borrower’s policies and rules applicable inside the Project. The Borrower reserves the right to reject any intended City inspection and access if Borrower, in good faith, considers that such visit and access in the proposed dates and hours could potentially interfere with Borrower’s ordinary course of business, provided that, under such scenario, Borrower shall provide City potential dates and hours for rescheduling the intended visit and access. Borrower reserves the right to expel City´s employees, agents and representatives if such policies and rules are not complied with. Borrower shall make a representative available to accompany City representatives into the Project upon reasonable advance notice from City.

21.0 CONFLICT OF INTEREST; NO INDIVIDUAL LIABILITY.

No official or employee of the City shall have any personal interest, direct or indirect, in this Agreement or any other Loan Document, nor shall any official or employee of the City participate in any decision relating to this Agreement or any other Loan Document which affects such official’s or employee’s pecuniary interest in any corporation, partnership or association in which such official or employee is directly or indirectly interested. No official or employee of the City shall be personally liable in the event of a breach of this Agreement or any other Loan Document by an official or employee of the City. Borrower shall within not less than ten (10) days after learning of any such conflict of interest or facts which reasonably indicate that a conflict of interest may exist, notify the City Manager of the City.

22.0 AMENDMENTS, CHANGES AND MODIFICATIONS.

This Agreement may not be amended, changed, modified, altered or terminated without the prior written consent of the parties hereto.

23.0 EXECUTION OF COUNTERPARTS.

This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same document. The submission of this Agreement, any of the other Loan Documents to Borrower for review or signature does not constitute a commitment by the City to make the Loans to Borrower, and the Loan Documents shall have no binding force or effect unless and until they are executed and delivered by and between Borrower and the City and all of the conditions set forth in this Agreement with regard to the effectiveness of this Agreement have been satisfied.

24.0 NOTICES.

All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under the Loan Documents shall be in writing and shall be given by personal delivery, facsimile, certified mail (return receipt requested), or overnight guaranteed delivery service, postage and delivery charges pre-paid and addressed or faxed as follows:

If to the City: City of Santa Fe Springs
11710 E. Telegraph Rd.

Santa Fe Springs, CA 90670
Attn: Finance Director
(562) 868-0511
With a copy to: Olivarez Madruga Law Organization, LLP
500 S. Grand Ave., Floor 12
Los Angeles, CA 90071
Attention: Paloma McEvoy
(213) 744-0099
If to Borrower: Juanita’s Foods
2665 South Bayshore Drive, Suite 810-B
Coconut Grove, FL 33133
Attention: Andrés Chávez; Carlos Gerardo Bosch Prieto
Email:[email protected];
[email protected]
, CA 9XXXX
Attn.: Robert Rosales, Chief Executive Officer
(310) XXX-XXXX
Email:
and
Juanita’s Foods
, CA 9XXXX
Attn.:
(310) XXX-XXXX
Email:

With a copy to (which shall not constitute notice):

Hogan Lovells US LLP
Attn: Edward (Ned) Sinclaire Purdon
Telephone: 202-637-3697
Email: [email protected]
Notices shall be effective upon receipt, if given by personal delivery; upon receipt, if faxed, provided there is written confirmation of receipt (except that if received after 5 p.m., notice shall be deemed received on the next business day); the earlier of (i) three (3) business days after deposit with United States Mail, or (ii) the date of actual receipt as evidenced by the return receipt, if delivered by certified mail; and one (1) day after deposit with the delivery service, if delivered by overnight guaranteed delivery service. Each party shall promptly notify the other party of any change(s) of address or fax to which notice shall be sent pursuant to this Agreement. Notwithstanding the above, if a notice party refuses to accept notices given by courier or certified mail after two (2) attempts have been made to deliver notice by such means, then such notice shall be deemed received as of the date the first attempt at service of such notice was made. It is intended that notices given under any of the Loan Documents shall be made in the manner set forth in this Agreement, therefore if there is a conflict between the notice provisions of this Agreement and any other Loan Document, notice under such other Loan Document shall be deemed effective if made in accordance with the provisions of this Agreement unless such other Loan Document expressly states that the notice provisions contained therein are intended to prevail over the provisions in this Agreement.

25.0 SEVERABILITY.

Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.

26.0 INTERPRETATION.

Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the paragraphs of this Agreement are for convenience only and do not define or limit any terms or provisions. Time is of the essence in the performance of this Agreement by Borrower. Each Party has been represented by counsel in the negotiation of this Agreement, and it shall not be interpreted in favor of or against any Party on account of relative responsibilities in drafting. As used in this Agreement, the word “includes” or “including” means including without limitation, the word “or” is not exclusive and the words “herein,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (i) to articles, paragraphs, sections and exhibits mean the articles, paragraphs, sections and exhibits which are part of this Agreement, (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement, and (iii) to a law includes all regulations, policies, or procedures, adopted by any governmental units or related entities which administer such law and means such law as amended from time to time and includes any successor laws. This Agreement is made solely for the benefit of the City and Borrower and their respective permitted successors and assigns, and no other person or entity shall have or acquire any rights under this Agreement unless expressly stated to the contrary in this Agreement. The term “business day” shall mean weekdays except such weekdays which are designated as holidays on which banks chartered by the State of California or the federal government are closed to the public. Notwithstanding any other provision of this Agreement, nothing herein or in the Note shall be deemed to require Borrower to pay interest in the amount of any applicable usury law or other legal limitation on interest, and the terms hereof and of the Note shall be interpreted to require in each instance the lesser of (i) the amount stated in the Note; and (ii) the maximum applicable legal limit, and if permitted by applicable law, payments of excess interest shall be considered payments or principal.

27.0 NO WAIVER; CONSENTS.

Any waiver by the City must be in writing and will not: (i) be construed as a continuing waiver, (ii) be deemed to extend to or affect any other provision of this Note or of any Loan Document, (iii) prevent any subsequent enforcement of such term or obligation nor (iv) be deemed a waiver of any subsequent breach. No waiver will be implied from any delay or failure by the City to take action on account of any default of Borrower. Consent by the City to any act or omission by Borrower will not be construed to be a consent to any other or subsequent act or omission or to waive the requirement for the City’s consent to be obtained in any future or other instance.

28.0 GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of the State of California without application of its conflict of law rules, with venue in Los Angeles County.

29.0 REPRESENTATIONS, WARRANTIES AND ADDITIONAL COVENANTS OF BORROWER.

Borrower hereby represents, warrants and covenants to the City as of the date hereof and at all times throughout the term of this Agreement and any extensions thereof that:

29.1 Organization and Standing. Borrower is a California legal entity, duly formed, qualified to operate in California and validly existing and in good standing under all applicable laws, and has all requisite power and authority to enter into and perform its obligations under this Agreement, the Note, and all other Loan Documents.

29.2 Enforceability. This Agreement, the Note, and all other Loan Documents constitute the legal, valid and binding obligation of Borrower, without joinder of any other party.

29.3 Authorization and Consents. The execution, delivery and performance of this Agreement and all other Loan Documents is consistent with the operating agreement, partnership agreement, or articles and bylaws governing Borrower, and have been duly authorized by all necessary action of Borrower’s members, partners, directors, officers and shareholders.

29.4 Due and Valid Execution. This Agreement and all other Loan Documents, will, as of the date of their execution, have been duly and validly executed by Borrower.

29.5 Licenses. Borrower will obtain and maintain all material licenses, permits, certificates of occupancy, consents and approvals required by all applicable governmental authorities to own and operate the Project.

29.6 Litigation and Compliance. There are no suits, other proceedings or investigations pending or threatened against, or affecting the business or the properties of Borrower or any constituent partners or members or shareholders which could impair its ability to perform its obligations under this Agreement, nor is Borrower or any constituent partners or members or shareholders in violation of any laws or ordinances which could impair Borrower’s ability to perform its obligations under this Agreement or any other Loan Document.

29.7 Default. There are no facts now in existence which would, with the giving of notice or the lapse of time, or both, constitute an Event of Default hereunder, as described in Section 17.

29.8 No Violations. The execution and delivery of this Agreement, the Note or any other Loan Documents, and the performances thereunder by Borrower, as applicable, will not constitute a breach of or default under any instrument or agreement to which Borrower may be a party nor will the same constitute a breach of or violate any law or governmental regulation.

There are no pending legal violations pertaining to the Project, the Site or Borrower.

29.9 Prevailing Wage. Borrower agrees that City makes no representations or warranties as to whether any expenditure of funds related to the Project are considered to be public works for purposes of prevailing wages pursuant to Labor Code §1720 et seq. and implementing regulations of the Department of Industrial Relations. Borrower has represented that it intends not to use the Loans for any public works. Should Borrower or any of its predecessors, affiliates, contractors, sub- contractors, or agents or entities fail to pay, fail to cause to be paid, or fail to have paid or caused to have been paid, prevailing wages, or to have complied with the aforementioned prevailing wage laws as to any such expenditure of funds, and it is alleged, contended, or determined that it should have paid prevailing wages, or otherwise fail to comply with the prevailing wage law, Borrower shall indemnify, defend, and hold harmless to the fullest extent permitted by law, the City from and against any and all claims, liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with the failure to pay prevailing wages or comply with the prevailing wage law. This indemnification obligation shall survive the termination of this Agreement.

29.10 Information Accurate and No Change in Circumstances. All information and materials provided by Borrower or its representatives to the City are true and complete and do not omit to state any material facts. There has been no material adverse change in the conditions or circumstances with regard to the Project, including, its financial feasibility, the Site conditions, other factors which may affect the timeliness of the completion of the Project, its costs, legal requirements applicable to the Project and its construction, community support for the Project or market conditions.

29.11 Attachments / Exhibits. The Exhibits listed in the Table of Exhibits, which follows the signature page of this Agreement, are attached to this Agreement and, by this reference, made a part hereof.

29.12 Patriot Act Compliance. Borrower and its constituent owners are not, nor have they ever been (i) listed on any Government Lists (as defined below), (ii) a person who has been determined by a governmental authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) under investigation by any governmental authority for alleged criminal activity. For purposes hereof, the term “Patriot Act Offense” shall mean any violation of the criminal laws of the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) Bank Representative Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. Patriot Act Offense also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense. For purposes hereof, the term “Government Lists” shall mean (1) the Specially Designated Nationals and Blocked Persons Lists maintained by the Office of Foreign Assets Control (“OFAC”), (2) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC, or (3) any similar lists maintained by the United States Department of State, the United States Department of Commerce or any other governmental authority or pursuant to any Executive Order of the President of the United States of America.

29.13 Reserved.

29.14 Borrower Cooperation. Borrower shall, at Borrower’s sole cost and expense: (i) execute and deliver to the City such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve, and/or protect the transactions contemplated under and the City’s rights arising with regard to the Loan Documents as the City may reasonably require from time to time; and (ii) deliver such information, documents, certifications, agreements, reports and other materials, including causing third parties to take such actions, as the City may reasonably require from time to time, to confirm compliance with the provisions of the Loan Documents, or in connection with any request for any consent or approval from the City. Any request by the City under this section shall be deemed reasonable if Borrower possesses or controls such information; takes such action or produces such information or materials for any other person or company; or is required to maintain such information or materials or take such actions under Applicable Governmental Restrictions.

30.0 APPROVALS.

Any consent to a transfer under Sections 15 or 16 of this Agreement, and any other consent or approval by City under this Agreement or any of the Loan Documents, must be given by the City Council.

Except with respect to those matters set forth hereinabove providing for the City’s approval, consent or determination to be at the City’s “sole discretion” or “sole and absolute discretion,” the City hereby agrees to act reasonably with regard to any approval, consent, or other determination given by the City hereunder. The City agrees to give Borrower written notice of its approval or disapproval following submission of items to the City for approval, including, in the case of any disapproved item, the reasons for such disapproval. Any review or approval of any matter by the City or any City official or employee under this Agreement shall be solely for the benefit of the City, and neither Borrower nor any other person shall rely upon such review or approval as an indication of the wisdom, soundness, safety, appropriateness, or presence or absence of any matter. Without limiting the generality of the foregoing, Borrower and not the City shall be solely responsible for assuring compliance with laws, and the construction and operation of the Project.

31. SURVIVAL OF INDEMNITY OBLIGATIONS.

All general and specific indemnity and defense obligations of the Parties set forth in this Agreement shall survive the expiration or termination of this Agreement.

32. ENTIRE AGREEMENT.

This Agreement, together with its specific references, attachments, Exhibits incorporated herein and all documents executed pursuant hereto, constitute the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all prior negotiations, discussions and previous agreements between the parties concerning all or any part of the subject matter of this Agreement. Unless set forth herein, no party to this Agreement shall be liable for any representations made, express or implied.

33. FURTHER ASSURANCES.

The Parties agree to reasonably consider such additional actions or the execution of such other documents as may be reasonably necessary or convenient to the performance under this Agreement, although nothing in this Section 32 shall be deemed a representation, guaranty, or commitment by the City to take any action or execute any document that would increase the principal amount of the Loans or incur additional liability on the part of the City. (Remainder of Page Intentionally Left Blank)
DRAFT
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first above written.

CITY OF SANTA FE SPRINGS
a public body, corporate and politic
__________________________________
City Manager
René Bobadilla
APPROVED AS TO FORM:
_______
Rick Olivarez, City Attorney
(Signatures Continue on Next Page)
DRAFT
BORROWER:

JUANITA’S FOODS
a California Corporation
By:

Robert Rosales,
Chief Executive Officer

TABLE OF EXHIBITS
Exhibit “A” LEGAL DESCRIPTION OF THE SITE
Exhibit “B” FORM OF PROMISSORY NOTE
EXHIBIT “A” TO LOAN AGREEMENT

LEGAL DESCRIPTION OF THE SITE
[separately attached]
EXHIBIT “B” TO LOAN AGREEMENT

FORM OF PROMISSORY NOTE
(Please See Attached)
HLC Draft 8-139-3

PROMISSORY NOTE
(Santa Fe Springs Village, LP)
$13,500,000.00 September ___________, 2026
For value received, the undersigned, JUANITA’S FOODS, a California corporation (the “Borrower”) whose principal address is set forth herein below, promises to pay to the order of the CITY OF SANTA FE SPRINGS, a public body, corporate and politic (the “City”) located at 11710 East Telegraph Road, Santa Fe Springs, CA 90670 (or to such designee and/or at such other address as the City may from time to time designate in writing), the principal sum of THIRTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($13,500,000) (as amended, modified, supplemented, and replaced from time to time, collectively, the "Loan”), or such other amount as may be advanced under the Loan Agreement (as defined below), plus accrued and unpaid interest as provided herein below, and all other charges due hereunder, in accordance with the terms and conditions of that certain Loan Agreement dated as of September _______, 2026 for reference purposes only, entered into between Borrower and the City (as amended, modified, and supplemented, and replaced from time to time, collectively, the “Loan Agreement”), and the terms and conditions of this promissory note (as amended, modified, and supplemented, and replaced from time to time, collectively, this “Note”). As set forth in greater detail in the Loan Agreement, the purpose of the Loan is to provide Borrower with financing for relocation expenses and capital equipment purchases (including repayment of indebtedness incurred for purposes of financing relocation expenses and equipment purchases) and other general corporate purposes to allow for the development of a food processing facility, and as more particularly described in the Loan Agreement (“Project”) on a site more particularly described in the Loan Agreement (“Site”).

Unless otherwise defined in this Note, all initially-capitalized terms used herein without definition shall have the meanings given such terms in the Loan Agreement, and references to the Loan Documents shall include the Corporate Guaranty, and any other document, or agreements given in connection with the Loan Agreement. This Note is dated as of ____________, 2026 for reference purposes only and shall not become effective until the Effective Date of the Loan Agreement.

1. Interest.

1.1. Basic Interest. Except as provided in Section 1.3 below, the disbursed and unpaid principal balance of theeach Loan disbursement shall bear interest, commencing on the date on which the Loan proceeds are first disbursedsuch disbursement is made for the account of Borrower, and ending on the date such disbursement is paid in full, at a variablefixed rate of interest per annum atequal to the Local Agency Investment Fund (LAIF) Apportionment Rate, for each disbursement at the most recently published rate published by the CA State Treasurer’s Office (as of the date such disbursement is funded (the rate so determined for each disbursement,

Page 1 ends

HLC Draft 8-139-3

Page 2 ends

the “Interest Rate”). Interest shall be computed on the basis of actual number of days elapsed and a 360-day year. 1

1.2. Payment Dates and Amounts.

1.2.1. The Loan is not amortized. Interest, if any, will accrue on the funded balance until it is paid in full and a BALLOON PAYMENT will be required on the Maturity Date.

1.2.2. Borrower shall make quarterly payments of interest on the first calendar day of each calendar quarter following the Effective Date through the Maturity Date.

1.2.3. Payments shall first be applied to interest and then to the principal balance.

1.2.4. In no event shall any Loan payment attributable to an Event of Default (as hereafter defined) or acceleration be deferred.

1.2.5. Notwithstanding any other provision of this Note, unless due sooner, the entire outstanding principal balance of the Loan together with any outstanding interest and any other sums payable under this Note shall be due and payable in full on the date that is forty-two (42) months from the date of execution of this Note (the "Maturity Date”); provided, that if Borrower delivers written notice to the City requesting an extension of the Maturity Date, and such notice is received by the City no later than the date that is three (3) years from the date of this Agreement, then, subject to the City's written consent (which may be granted or withheld in the City's reasonable discretion), the Maturity Date shall instead be the date that is five (5) years from the date of this Agreement.

1.3. Default Rate. Any amounts (including but not limited to amounts of principal and interest on the Loan) which Borrower does not pay when due under the terms of the Loan Agreement or this Note shall bear interest at the rate of ten percent (10%) per annum, simple interest (“Default Rate”), from the date due until the date paid.

2. Acceleration.

Notwithstanding anything to the contrary contained herein or any other Loan Documents, upon the occurrence of an Event of Default as defined in this Note, the Loan Agreement, or the Loan Documents, the entire outstanding principal balance of this Note, together with any outstanding interest and other amounts payable hereunder, shall, at the election of the City and upon notice to Borrower thereof become immediately due and payable without presentment, demand, protest or other notices of any kind, all of which are hereby waived by Borrower.

3. Prepayment; Application of Payments.
1 NTD: Changes intended to be clarifying such that the interest rate of each disbursement will be determined based on the LAIF rate most recently published for such disbursement.

HLC Draft 8-139-3
At any time after the disbursement of the Loan proceeds, Borrower may prepay all or a portion of the unpaid principal amount of the Loan and accrued interest and any other sums outstanding without penalty. All payments, including any prepayments or funds received upon acceleration of the Loan, shall be applied first toward any outstanding costs of collection or other amounts (excluding principal or interest on the Loan) due under this Note or the Loan Agreement, then toward outstanding interest accrued at the Default Rate, if any, then toward outstanding interest accrued at the Interest Rate, if any, and finally toward the remaining principal balance under the Note. If multiple sources of funding are part of the Loan, the City shall in its sole discretion decide on the allocation of any repayments to the various funding sources.

4. Guarantee and Source of Payment.

As a material inducement for City to make the Loans, Juanita’s Intermediate, LLC (the “Guarantor”) shall have executed and delivered to City a guaranty of payment and performance ( the “Corporate Guaranty”), which shall constitute separate and independent obligations of Guarantor.

5. Equity Commitment Letter
In addition, as a material inducement for City to make the Loan, the Apex Capital, a [xxxx] (one or more indirect equity holders of the Borrower that are satisfactory to the City (collectively, “Sponsor”) has shall have executed and delivered to City the Equity Commitment Letter which shall constitute separate and independent obligations of the Sponsor.

6. Obligation of Borrower Unconditional.

The obligation of Borrower to repay the Loan and all accrued interest thereon and all other sums due thereunder shall be absolute and unconditional, and until such time as all of the outstanding principal of, interest on and all other sums due under, this Note shall have been fully paid, Borrower agrees that it: (a) will use the funds solely for the purposes set forth herein; and (b) will not terminate or suspend any payment or obligations under this Note, the Loan Agreement, or any other document executed hereunder or in connection herewith for any cause, including without limitation, any acts or circumstances that may constitute failure of consideration, commercial frustration of purpose, or any duty, liability or obligation arising out of or in connection with this Note, the Loan Agreement or any document executed hereunder or in connection herewith.

7. Purpose of Loan.

The Loan proceeds shall be used by Borrower only to pay for relocation expenses and capital equipment purchases for the Site (including repayment of indebtedness incurred for purposes of financing relocation expenses and equipment purchases) and other general corporate purposes related thereto. In no event shall Borrower use or otherwise invest the proceeds of the Loan except as expressly provided in this Note.

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8. Covenants of Borrower.

As additional consideration for the making of the Loan by the City, Borrower covenants as follows:

8.1. Compliance with Loan Agreement. Borrower shall comply with all of its obligations under the Loan Agreement, including the Post-Closing Obligations under the Loan Agreement. Any amounts payable by Borrower under the Loan Agreement (other than amounts also payable hereunder) shall be deemed added to the principal amount of the Loan payable hereunder.

8.2. Other Loans. Borrower shall comply with all monetary and nonmonetary covenants associated with any loan of the Borrower secured by an interest in the Site or the Project. Borrower shall provide to the City a copy of any notice of default within five (5) business days after receiving any notice of a default or alleged default of such covenants under any loan of the Borrower, including those with an interest in the Site or the Project, and Borrower shall promptly cure, or caused to be cured, any such default and cooperate in permitting the City, to the extent the City in its sole discretion elects to do so, to cure or assist in curing the default. Any cost or expenditure incurred by the City in providing or assisting in such a cure shall be added to the outstanding principal amount of the Loan. Notwithstanding the foregoing, nothing in this Section 7.2 shall obligate the City to cure any such default or alleged default.

8.3. Construction Requirements. Borrower shall comply with the construction requirements set forth in Section 10.12 of the Loan Agreement, including but not limited to, proceeding diligently, and achieving Completion of the Project, as defined below, no later than twenty-four (24) months following sixty (60) days of the date of initial disbursement of the Loan.

9. Assignment of this Note. Borrower’s rights under this Note shall be assignable by Borrower only if Borrower obtains the prior express written consent of the City, which consent may be withheld in the sole and absolute discretion of the City. Notwithstanding anything to the contrary in this Note, no purported assignment of this Note and the Loan shall be effective if such assignment would violate the terms, conditions and restrictions of any Applicable Governmental Restrictions. The City's consent to such assignment shall be expressly conditioned upon (i) the assignee's execution of such documents as required by the City in its sole discretion, including, without limitation, any and all documents deemed necessary by the City to provide for said assignee's assumption of all of the obligations of Borrower hereunder and under the Loan Documents to the reasonable satisfaction of the City Attorney; (ii) the City’s approval of the financial and credit worthiness of such proposed assignee and the assignee’s ability to perform all of the Borrower’s covenants under this Note and the Loan Agreement; and (iii) as set forth in Section 15.5 of the Loan Agreement, if applicable, the provision of a reaffirmation or replacement of any third party guaranty or indemnity given in connection with or in furtherance of the Loan, including but not limited to the Corporate Guaranty and Equity Commitment Letter, in a form and substance acceptable to the City, and if applicable by a replacement guarantor/indemnitor acceptable to the City.

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10. Events of Default and Remedies.

10.1. Borrower Events of Default. The occurrence of any of the following shall constitute an event of default by Borrower hereunder ("Event of Default"), each of which are acknowledged by Borrower to constitute a material default under this Note:

10.1.1. The failure of Borrower to pay or perform any monetary covenant or obligation hereunder, or under the terms of any other Loan Document, without curing such failure within ten (10) days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Borrower).

Notwithstanding anything herein to the contrary, the herein described cure period shall not apply to a failure by Borrower to timely repay the Loan at the Maturity Date of this Note;

10.1.2. The failure of Borrower to perform any nonmonetary covenant or obligation hereunder or under the terms of any other Loan Document, without curing such failure within thirty (30) days after the giving of written notice of such default from the City (or from any party authorized by the City to give such notice as identified by the City in writing to Borrower) specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency; and (ii) if any default with respect to a nonmonetary obligation is such that, through no fault of Borrower, it cannot reasonably be cured within a thirty (30) day period, Borrower shall have a further period, as reasonably determined by the City, to cure such default provided Borrower commences the cure within said thirty (30) day period and diligently prosecutes such cure to completion, but in no event shall the total cure period including the initial thirty (30) day period be more than one hundred twenty (120) days in total.

Notwithstanding anything herein to the contrary, the herein described notice requirements and cure periods shall not apply to any Event of Default described in Sections 9.1.3 through 9.1.10 or for nonmonetary covenants or obligations otherwise set forth in the Loan Documents where an express time period is otherwise provided;

10.1.3. The falsity in any material respect of any representation made by Borrower under the terms of or in connection with this Note, the Loan Agreement, or any other Loan Documents, or otherwise contained in any materials provided by Borrower to the City (a cure period does not apply to this subsection);

10.1.4. Borrower, Guarantor or the Sponsor shall (a) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian or the like of its property, (b) fail to pay or admit in writing its inability to pay its debts generally as they become due, (c) make a general assignment for the benefit of creditors, (d) be adjudicated as bankrupt or insolvent or (e) commence a voluntary case under the Federal bankruptcy laws of the United States of America or file a voluntary petition that is not withdrawn within ten (10) days of the filing thereof or answer seeking an arrangement with creditors or an order for relief or seeking to take advantage of any insolvency law or file an answer admitting the material allegations of a petition filed against it in any bankruptcy or insolvency proceeding;

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10.1.5. If without the application, approval or consent of Borrower, a proceeding shall be instituted in any court of competent jurisdiction, under any law relating to bankruptcy, in respect of Borrower, Guarantor or Sponsor, for an order for relief or an adjudication in bankruptcy, a composition or arrangement with creditors, a readjustment of debts, the appointment of a trustee, receiver, liquidator or custodian or the like of Borrower or of all or any substantial part of Borrower's assets, or other like relief in respect thereof under any bankruptcy or insolvency law, and, if such proceeding is being contested by Borrower, in good faith, the same shall (a) result in the entry of an order for relief or any such adjudication or appointment, or (b) continue undismissed, or pending and unstayed, for any period of ninety (90) consecutive days;

10.1.6. Following initial Completion of the Construction, voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) days or the involuntary cessation of the operation of the Project in accordance with this Note for a continuous period of more than sixty (60) days, in each case, other than cessations necessitated due to maintenance and repair work or events of Force Majeure;

10.1.7. Borrower shall be in breach of the provisions of Section 15 or Section 16 of the Loan Agreement or any restrictions on Transfers under this Note or the promissory notes for any other loans made pursuant to the Loan Agreement;

10.1.8. Borrower shall be in default under Other Financing or any other secured or unsecured obligation relating to the Project, unless the default is cured within the cure period, if any, applicable thereto under the terms of the obligation which is in default;

10.1.9. Borrower shall fail to pay or cause the payment of all real property taxes relating to the Project prior to their delinquency or shall fail to at all times while the Loan and any other amounts due under the Loan Documents are outstanding, fail to obtain and maintain the policies of insurance in the form and substance required by the Loan Documents; and

10.1.10. The failure of Borrower to obtain the Other Financing contemplated by the Loan Documents and the closing of such financing as of the date of the Commencement of Construction or as otherwise approved by the City.

10.2. City Remedies. Upon the occurrence of an Event of Default hereunder, the City may, in its sole discretion, take any one or more of the following actions:

10.2.1. By notice to Borrower, declare the entire then unpaid principal balance of the Loan immediately due and payable, and the same shall become due and payable without further demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. Upon such declaration, outstanding principal and (to the extent permitted by law) interest and any other sums outstanding in connection with the Loan shall thereafter bear interest at the Default Rate, payable from the date of such declaration until paid in full;

10.2.2. take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, in the sole discretion of the City, to collect the amounts

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then due and thereafter to become due hereunder and under any other Loan Document, to exercise its rights under any Loan Document, and to enforce performance and observance (by specific performance or otherwise) of any obligation, agreement or covenant of the Borrower under this Note or under any other Loan Document;

10.2.3. upon the occurrence of an Event of Default, which is occasioned by Borrower's failure to pay money, whether under this Note, the Loan Agreement, or any other Loan Document, the City may, but shall not be obligated to, make such payment. If such payment is made by the City, Borrower shall deposit with the City, upon written demand therefor, such sum plus interest at the Default Rate. The Event of Default with respect to which any such payment has been made by the City shall not be deemed cured until such repayment has been made by Borrower. Until repaid, such amounts shall have the security afforded disbursements under this Note;

10.2.4. Upon the occurrence of an Event of Default described in Section 9.1.4 or 9.1.5 hereof, the City shall be entitled and empowered by intervention in such proceedings or otherwise to file and prove a claim for the whole amount owing and unpaid on the Loan and, in the case of commencement of any judicial proceedings, to file such proof of claim and other papers or documents as may be necessary or advisable in the judgment of the City and its counsel to protect the interests of the City and to collect and receive any monies or other property in satisfaction of its claim;

10.2.5. If the City has not yet funded all amounts to be loaned or granted to Borrower under the Note or any other Loan Document or any other loan or grant agreement from the City, the City or managed thereby, the City may suspend further payments under any such agreements or grants without liability to Borrower.

10.3. No Remedy Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other available remedy or remedies, but each such remedy shall be cumulative and shall be in addition to every other remedy given under this Note or now or hereafter existing at law or in equity or by statute; and may be exercised in such number, at such times and in such order as the City may determine in its sole discretion. No delay or omission to exercise any right or power upon the occurrence of any Event of Default hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient by the City. In order to entitle the City to exercise any right or remedy reserved to it under this Note, no notice shall be required except as expressly provided herein.

10.4. City Default and Borrower Remedies. Upon fault or failure of the City to meet any of its obligations under this Note without curing such failure within thirty (30) days after receipt of written notice of such failure from Borrower specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Borrower may, as its sole and exclusive remedies:

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(1) Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Note or seeking to enjoin any act by the City which is prohibited hereunder; and
(2) Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Note.

Without limiting the generality of the foregoing, Borrower shall in no event be entitled to, and hereby waives, any right to seek indirect or consequential damages of any kind or nature from the City arising out of or in connection with this Note, and in connection with such waiver Borrower is familiar with and hereby waives the provisions of Section 1542 of the California Civil Code which provides as follows: “A GENERAL

RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR

RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN

BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

11. Conflict of Interest; No Individual Liability.

No official or employee of the City shall have any personal interest, direct or indirect, in this Note or any other Loan Document, nor shall any official or employee of the City participate in any decision relating to this Note or any other Loan Document which affects such official's or employee's pecuniary interest in any corporation, partnership or association in which such official or employee is directly or indirectly interested. No official or employee of the City shall be personally liable in the event of a breach of this Note or any other Loan Document by the City. Borrower shall, within not less than ten (10) days after learning of any such conflict of interest or facts which reasonably indicate that a conflict of interest may exist, notify the City Manager of the City.

12. Amendments, Changes and Modifications.

This Note may not be amended, changed, modified, or altered without the prior written consent of the parties hereto, which shall require approval by City Council as set forth in the Loan Agreement.

13. Notices.

All notices, demands, requests, elections, approvals, disapprovals, consents or other communications given under this Note shall be in writing and shall be given by personal delivery, facsimile, certified mail (return receipt requested), or overnight guaranteed delivery service and faxed or addressed as follows:

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If to the City: City of Santa Fe Springs
11710 E. Telegraph Rd.

With a copy to (which shall not constitute notice):

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14. Severability.

Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.

15. Interpretation.

Notwithstanding any other provision of this Note, nothing herein or in this Note shall be deemed to require Borrower to pay interest in excess of the amount allowed by any applicable usury law or other legal limitation on interest, and the terms hereof and of this Note shall be interpreted to require in each instance the lesser of (i) the amount stated in this Note; and (ii) the maximum applicable legal limit, and if permitted by applicable law, payments of excess interest shall be considered payments of principal. Defined terms not otherwise defined herein shall have the meaning assigned to them by the Loan Agreement.

16. No Waiver; Consents.

Any waiver by the City must be expressly made in writing and signed by the City and will not: (i) be construed as a continuing waiver, (ii) be deemed to extend to or affect any other provision of this Note or of any Loan Document, (iii) prevent any subsequent enforcement of such term or obligation, nor (iv) be deemed a waiver of any subsequent breach. No waiver will be implied from any delay or failure by the City to take action on account of any default of City.

Consent by the City to any act or omission by the City will not be construed as consent to any other or subsequent act or omission or to waive the requirement for the City's consent to be obtained in any future or other instance.

17. Governing Law and Venue.

This Note shall be governed by the laws of the State of California without application of its conflict of law rules, with venue in Los Angeles County.

18. Representations, Warranties and Additional Covenants of Borrower Borrower hereby represents, warrants and covenants to the City that:

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18.1. Organization and Standing. Borrower is a California legal entity as described in the Loan Agreement, duly formed, qualified to operate in California and validly existing and in good standing under all applicable laws, and has all requisite power and authority to enter into and perform its obligations under this Note, the Loan Agreement and all other Loan Documents.

18.2. Enforceability. This Note and all other Loan Documents constitute the legal, valid and binding obligation of Borrower, without joinder of any other party.

18.3. Authorization and Consents. The execution, delivery and performance of this Note and all other Loan Documents is consistent with the operating agreement, partnership agreement or articles and bylaws governing Borrower and have been duly authorized by all necessary action of Borrower's members, partners, directors, officers and shareholders.

18.4. Due and Valid Execution. This Note and all other Loan Documents will, as of the date of their execution, have been duly and validly executed by Borrower.

18.5. Licenses. Borrower will obtain and maintain all material licenses, permits, certificates of occupancy, consents and approvals required by all applicable governmental authorities to own and operate the Project.

18.6. Litigation and Compliance. There are no suits, other proceedings or investigations pending or threatened against, or affecting the business or the properties of Borrower or any constituent partners or members or shareholders which could impair its ability to perform its obligations under this Note, nor is Borrower or any constituent partners or members or shareholders in violation of any laws or ordinances which could materially impair Borrower's ability to perform its obligations under this Note or any other Loan Document.

18.7. Default. There are no facts now in existence which would, with the giving of notice or the lapse of time, or both, constitute an Event of Default hereunder, as described in Section 9.

18.8. No Violations. The execution and delivery of this Note, the Loan Agreement or any other Loan Documents, and the performances hereunder and thereunder by Borrower, as applicable, will not constitute a breach of or default under any instrument or agreement to which Borrower may be a party, nor will the same constitute a breach of or violate any law or governmental regulation. There are no pending legal violations pertaining to the Project, the Site, or otherwise that are material to Borrower.

18.9. Information Accurate and No Change in Circumstances. All information and materials provided by Borrower or its representatives to the City (including all information provided in connection with the Application) are true and complete in all material respects and do not omit to state any material facts. There has been no material adverse change in the conditions or circumstances with regard to the Project, including its financial feasibility, the Site

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conditions, other factors which may affect the timeliness of the completion of the Project, its costs, legal requirements applicable to the Project and its construction, community support for the Project or market conditions.

18.10. Reserved.

19. Approvals.

Except with respect to those matters set forth hereinabove providing for the City's approval, consent or determination to be at the City's "sole discretion" or "sole and absolute discretion," the City hereby agrees to act reasonably with regard to any approval, consent, or other determination given by the City hereunder.

Any review or approval of any matter by the City or any City official or employee under this Note shall be solely for the benefit of the City, and neither Borrower nor any other person shall rely upon such review or approval as an indication of the wisdom, soundness, safety, appropriateness, or presence or absence of any matter. Without limiting the generality of the foregoing, Borrower and not the City shall be solely responsible for assuring compliance with laws, the suitability of the Site for the Project, the adequacy of the plans, and the safety of the Project construction site, the completed Project, and the operation thereof.

Any consent to a Transfer under Section 15 or 16 of the Loan Agreement and any other consent or approval by the City under this Note, the Deed of Trust, the Loan Agreement or any of the other documents executed in connection therewith, may be given by the City Council.

With regard to any consent, approval or determination required or requested to be made by the City with regard to this Note and under the Loan Documents, the City may at its sole discretion require the input, consent, or approval of other governmental entities or third parties, as a condition to making such decisions. The City shall not be responsible for any delays relating to obtaining any input, consent approval, or direction from other governmental entities or third parties.

20. Reserved.

21. Waiver.

Borrower agrees that it will still be liable for repayment of this Note, even if the holder hereof does not follow the procedures of presentment, protest, demand, diligence, notice of dishonor and of nonpayment, which requirements are hereby waived. Failure of the City or other holder hereof to exercise any right or remedy hereunder shall not constitute a waiver of any future or other default. No acceptance of a past due installment or indulgence granted from time to time shall be construed to be a waiver of, or to preclude the exercise of, the right to insist upon prompt payment thereafter or to impose late charges retroactively or prospectively, or to waive or preclude the exercise of any other rights which the City may have.

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22. Attachments / Exhibits.

All specific references, attachments, exhibits incorporated herein, and all documents executed pursuant thereto are attached, by this reference and made a part hereof. [Signatures Next Page]

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DRAFT
IN WITNESS WHEREOF, Borrower has executed this Note as of the date and year first above written.

BORROWER:

JUANITA’S FOODS
a California corporation
By:

Robert Rosales,
Chief Executive Officer
DRAFT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )

COUNTY OF )
On _____________________, 20 , before me, ____________________________, Notary Public, personally appeared , who proved
to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ____________________________
DRAFT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA )

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ____________________________

Santa Fe Springs City CouncilSeptember 10, 2026

Santa Fe Springs City Council
September 10, 2026