Agenda — Stanton City Council, May 21, 2024

NOTICE AND CALL

CITY COUNCIL / STANTON HOUSING AUTHORITY

SPECIAL MEETING

TO THE MEMBERS OF THE CITY COUNCIL / STANTON HOUSING AUTHORITY FOR THE CITY OF STANTON AND TO THE CITY CLERK / SECRETARY:

NOTICE IS HEREBY GIVEN that a Special Meeting of the City Council / Stanton Housing Authority for the City of Stanton is hereby called by the Mayor / Chairman, to be held on May 21, 2024, commencing at 5:00 p.m. at 7800 Katella Avenue, Stanton, CA 90680.

The Agenda for the Special Meeting is attached to this Notice and Call.

Dated: May 20, 2024
s/ Patricia A. Vazquez, City Clerk / Secretary

IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT, IF YOU NEED SPECIAL ASSISTANCE TO PARTICIPATE IN THIS MEETING, PLEASE CONTACT THE OFFICE OF THE CITY CLERK AT (714) 890-4245. NOTIFICATION PRIOR TO THE MEETING WILL ENABLE THE CITY TO MAKE REASONABLE ARRANGEMENTS TO ENSURE ACCESSIBILITY TO THIS MEETING.

PUBLIC ACCESS IN-PERSON AND VIA TELECONFERENCE
(Electronically / Telephonically)
Attendance by the members of the public may view the meeting live in one of the following ways:
• Attend in person - City Council Chambers: 7800 Katella Avenue, California 90680. • Via Teleconference (electronically / telephonically) - Zoom:

In order to join the meeting via telephone please follow the steps below:

1. Dial the following phone number +1 (669) 444-9171 (US).

2. Dial in the following Meeting ID: (872 6822 7552) to be connected to the meeting.

In order to join the meeting via electronic device please utilize the Zoom URL link below:
• https://us02web.zoom.us/j/87268227552?pwd=ajAyODFQbUplWDFQM2x3M2hmTWxzdz09

ANY MEMBER OF THE PUBLIC WISHING TO PROVIDE PUBLIC COMMENT FOR ANY ITEM ON THE AGENDA MAY DO SO AS FOLLOWS:
• Attend in person and complete and submit a request to speak card to the City Clerk. • E-Mail your comments to [email protected] with the subject line “PUBLIC COMMENT ITEM #” (insert the item number relevant to your comment). Comments received no later than 4:00 p.m. before the scheduled meeting will be compiled, provided to the City Council, and made available to the public before the start of the meeting. Staff will not read e-mailed comments at the meeting. However, the official record will include all e-mailed comments received until the close of the meeting.

Should you have any questions related to participation in the City Council Meeting, please contact the City Clerk’s Office at (714) 890-4245 or via e-mail at [email protected].

Stanton City Council Special Agenda Prepared by the Office of the City Clerk May 21, 2024

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AGENDA

CITY COUNCIL / STANTON HOUSING AUTHORITY

SPECIAL MEETING
STANTON CITY HALL, 7800 KATELLA AVENUE, STANTON, CA
TUESDAY, MAY 21, 2024 - 5:00 P.M.

In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this meeting, please contact the Office of the City Clerk at (714) 890-4245 or via e-mail at [email protected].

Notification prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting.

In order to join the meeting via telephone please follow the steps below:

1. Dial the following phone number +1 (669) 444-9171 (US).

2. Dial in the following Meeting ID: (872 6822 7552) to be connected to the meeting.

In order to join the meeting via electronic device please utilize the Zoom URL link below:
• https://us02web.zoom.us/j/87268227552?pwd=ajAyODFQbUplWDFQM2x3M2hmTWxzdz09

Should you have any questions related to participation in the City Council Meeting, please contact the City Clerk’s Office at (714) 890-4245 or via e-mail at [email protected].

Stanton City Council Special Agenda Prepared by the Office of the City Clerk May 21, 2024

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The City Council agenda and supporting documentation is made available for public review and inspection during normal business hours in the Office of the City Clerk, 7800 Katella Avenue, Stanton California 90680 immediately following distribution of the agenda packet to a majority of the City Council. Packet delivery typically takes place on Thursday afternoons prior to the regularly scheduled meeting on Tuesday. The agenda packet is also available for review and inspection on the city’s website at www.StantonCA.gov.

1. CLOSED SESSION (5:00 PM)

2. ROLL CALL Council / Authority Member Taylor
Council / Authority Member Torres
Council / Authority Member Van
Mayor Pro Tem / Vice Chairperson Warren
Mayor / Chairman Shawver

3. PUBLIC COMMENT ON CLOSED SESSION ITEMS
Closed Session may convene to consider matters of purchase / sale of real property (G.C. §54956.8), pending litigation (G.C. §54956.9(a)), potential litigation (G.C. §54956.9(b)) or personnel items (G.C. §54957.6). Records not available for public inspection.

4. CLOSED SESSION
4A. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION
Pursuant to Government Code section 54956.9(d)(1)
Number of cases: 1

Case Name: Tina Pacific Residents Association, et al. v. City of Stanton Case Number: OCSC 39-2023-01316300-CU-WM-CXC

5. CALL TO ORDER STANTON CITY COUNCIL / HOUSING AUTHORITY JOINT

REGULAR MEETING

6. ROLL CALL Council / Authority Member Taylor
Council / Authority Member Torres
Council / Authority Member Van
Mayor Pro Tem / Vice Chairperson Warren
Mayor / Chairman Shawver

7. PLEDGE OF ALLEGIANCE
Stanton City Council Special Agenda Prepared by the Office of the City Clerk May 21, 2024

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SPECIAL ORDERS OF THE DAY

8. NEW BUSINESS
8A. CONSIDERATION OF RESOLUTION NO. 2024-19 TERMINATING THE EXCLUSIVE

NEGOTIATION AGREEMENT WITH BRANDYWINE ACQUISITIONS GROUP, C&C

DEVELOPMENT COMPANY, AND NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA REGARDING THE POTENTIAL REDEVELOPMENT OF THE TINAPACIFIC NEIGHBORHOOD The City Council and Housing Authority will consider terminating the Exclusive Negotiation Agreement (“ENA”) with Brandywine Acquisitions Group, C&C Development Company, and National Community Renaissance of California (collectively, the “Developers”) for the potential redevelopment of the Tina Pacific neighborhood. For 14 months, the City, Housing Authority, and Developers have been defending against a lawsuit brought by the Public Law Center that seeks to, among other things, block the potential development of new housing in the neighborhood. The litigation depletes funds intended for any potential project and spends down money that the City and Housing Authority would have otherwise used to reinvest in the neighborhood. Given the ongoing lawsuit and the uncertainty of whether the PLC will agree to any resolution, the City, Housing Authority, and Developers have mutually agreed to terminate the ENA, effective immediately.

RECOMMENDED ACTION:

1. City Council and Housing Authority find that this item is not subject to California Environmental Quality Act (“CEQA”) pursuant to Section 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment); and

2. Approve Resolution No. 2024-19, entitled:
“A RESOLUTION OF THE CITY COUNCIL AND THE HOUSING

AUTHORITY OF THE CITY OF STANTON TERMINATING THE

EXCLUSIVE NEGOTIATION AGREEMENT WITH BRANDYWINE

ACQUISITIONS GROUP, C&C DEVELOPMENT COMPANY, AND

NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA
REGARDING THE POTENTIAL REDEVELOPMENT OF THE TINAPACIFIC NEIGHBORHOOD AND MAKING A FINDING OF EXEMPTION FROM CEQA”.

9. ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California, the foregoing agenda was posted at the Post Office, Stanton Community Services Center and City Hall, not less than 24 hours prior to the meeting. Dated this 20th day of May, 2024. s/ Patricia A. Vazquez, City Clerk/Secretary

CITY OF STANTON

REPORT TO THE

CITY COUNCIL AND STANTON HOUSING AUTHORITY
TO: Honorable Mayor and Members of the City Council and Chairman and Housing Authority Members
DATE: May 21, 2024
SUBJECT: CONSIDERATION OF RESOLUTION NO. 2024-19 TERMINATING THE

EXCLUSIVE NEGOTIATION AGREEMENT WITH BRANDYWINE

ACQUISITIONS GROUP, C&C DEVELOPMENT COMPANY, AND

NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA
REGARDING THE POTENTIAL REDEVELOPMENT OF THE TINAPACIFIC NEIGHBORHOOD REPORT IN BRIEF:

The City Council and Housing Authority will consider terminating the Exclusive Negotiation Agreement (“ENA”) with Brandywine Acquisitions Group, C&C Development Company, and National Community Renaissance of California (collectively, the “Developers”) for the potential redevelopment of the Tina Pacific neighborhood. For 14 months, the City, Housing Authority, and Developers have been defending against a lawsuit brought by the Public Law Center that seeks to, among other things, block the potential development of new housing in the neighborhood. The litigation depletes funds intended for any potential project and spends down money that the City and Housing Authority would have otherwise used to reinvest in the neighborhood. Given the ongoing lawsuit and the uncertainty of whether the PLC will agree to any resolution, the City, Housing Authority, and Developers have mutually agreed to terminate the ENA, effective immediately.

RECOMMENDED ACTIONS:

2. Approve Resolution No. 2024-19, entitled:

Item: 8A
Click here to return to the agenda.
“A RESOLUTION OF THE CITY COUNCIL AND THE HOUSING

AUTHORITY OF THE CITY OF STANTON TERMINATING THE

EXCLUSIVE NEGOTIATION AGREEMENT WITH BRANDYWINE

ACQUISITIONS GROUP, C&C DEVELOPMENT COMPANY, AND

NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA
REGARDING THE POTENTIAL REDEVELOPMENT OF THE TINAPACIFIC NEIGHBORHOOD AND MAKING A FINDING OF EXEMPTION FROM CEQA”.

BACKGROUND:

A. Property Acquisitions and Dissolution of Redevelopment Agency The Tina Pacific Neighborhood is generally located in the northeast quadrant of the City, at the intersection of Magnolia and Pacific Aves. More specifically, the site is bounded by Magnolia Ave. to the east, Sherrill St. to the west, an alleyway south of Pacific Ave. to the south, and Tina Way to the north. The site is approximately 10.27 acres, and includes 40 parcels, along with portions of two public streets and two public alleyways. Since 2010, the City’s former redevelopment agency, City, and Housing Authority has acquired 31 out of the 40 parcels, with the remaining nine parcels still privately owned.

The properties were purchased with the intent of eventually redeveloping the neighborhood when all parcels had been acquired, but many obstacles have arisen. Chief amongst them is the State’s dissolution of redevelopment agencies in 2012. Under former redevelopment law, local government entities were authorized to revitalize blighted areas in their jurisdictions through specific statutory planning and funding. Without that program, the City and Housing Authority are millions of dollars short of being able to redevelop the neighborhood.

Thus, from 2010 to present, the City and Housing Authority have managed the properties and served as landlords to the tenants. The City contracts with Quality Management Group (“QMG”) as the property manager that collects rent and responds to tenant calls and requests. The rents collected go directly back into the Housing Authority fund to repair and maintain the properties and pay QMG’s property management fees. Any additional funds in the Housing Authority budget could be used for affordable housing, including potential redevelopment of the Tina Pacific neighborhood.

Despite redevelopment’s dissolution, the City and Housing Authority have been committed to exploring partnerships with private developers to potentially redevelop the neighborhood. However, no partnership has culminated into any development project.

B. Surplus Land Act and Negotiations
In 2020, Assembly Bill 1486 (Surplus Land Act; the “Act”), took effect, and amended the process governing the disposition of a city’s surplus land. The Act’s focus is to incentivize the creation of housing and/or parks on both State- and city-owned surplus property. At its regular October 27, 2020 meeting, City Council and Housing Authority declared its 31 Tina Pacific parcels as surplus. After following the required statutory processes, on December 14, 2021, the City Council approved an exclusive negotiation agreement with the Developers that established a 180 day period to negotiate regarding potential development. In their proposal, the Developers’ proposed the construction of 116 marketrate units and 108 affordable units.

Beyond agreeing to engage in negotiations, the parties have never reached an agreement on any specific project. That is because an ENA puts the parties into an exploratory process to see if they are able to agree to a “disposition and development agreement” (“DDA”). A DDA would set critical terms, including the purchase price and a mutuallyagreed upon project description. The parties never reached agreements on these key terms. If the parties had reached a DDA and implemented it, then the City Council would have adopted a relocation plan, as required by State law, to compensate for, and facilitate alternative housing for displaced tenants. The specific relocation amounts for displaced tenants are based on statutory formulas, and relocating all residents would eventually cost millions of dollars.

Due to variables of whether a DDA could be reached, the parties explicitly noted that the ENA’s outcome was uncertain. Section 5(a) provides:
“Nothing in this [ENA] Agreement shall impose any obligation on either Party to agree to a definitive DDA or other agreement in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA or other agreement that may be negotiated by City staff and any Developer will be approved by the City’s governing body.”
Following December 2021, the ENA’s term was extended several times to allow the parties additional time to negotiate. The ENA is set to expire August 10, 2024.

C. Public Law Center Lawsuit
On March 30, 2023, the Public Law Center and The Public Interest Law Project (collectively “Public Law Center” or “PLC”) initiated a lawsuit on behalf of the Kennedy Commission, and both named and unnamed residents in the neighborhood against the City, the Housing Authority, the City Manager, and related entities (see, e.g., Tina-Pacific Residents Association v. City of Stanton, et al., Case No. 30-2023-01316300-CU-WMCXC). The PLC also sued Developers as real parties in interest.

Central to the PLC’s suit is that a “project” exists because the City and Developers have entered into the ENA. They assert that because there is an alleged “project,” the City Council is obligated to take actions, such as adopt a relocation plan and replacement housing plan. The City and Developers disagree. There is no project because the City and Developers have only negotiated toward a potential DDA, and no DDA has been reached. No tenant has, or is being displaced due to ENA negotiations. Likewise, no unit was required to be replaced due to the parties’ discussions. In contrast, if a DDA had been executed by the parties and a project proceeded, then the City Council would have adopted a relocation plan and replacement housing plan. That is because unlike an ENA, a DDA would actually confer upon the Developers legal rights to purchase the property and develop it.

ANALYSIS AND JUSTIFICATION:

For 14 months, the City have engaged in good faith negotiations with the PLC, and no resolution has been reached. Litigation has cost the Housing Authority hundreds of thousands of taxpayer dollars that were intended for the potential redevelopment of the Tina Pacific Neighborhood.

The City anticipates that it will continue to expend funds in the PLC lawsuit. No settlement has been reached after more than a year of earnest discussions, and there is no certainty that the litigants will agree to an amicable resolution. Lawsuits like the PLC’s drive up development costs and help facilitate the defeat of residential development. Ultimately, the taxpayers bear the brunt of such litigation, which only serves to deepen this State’s housing crisis.

The City cannot afford to continue to litigate this matter and explore options for affordable housing with the Developers. Therefore, after much thought and discussion, the City and Developers have agreed that there is no alternative but to immediately terminate the ENA.

The City will no longer be pursuing potential projects for this site at this time. Funds for a potential development have been depleted and will continue to be spent down in litigation.

The remaining Housing Authority funds must be preserved for litigation and to fulfill the City’s continued landlord obligations. That includes conducting emergency temporary and permanent relocations for tenants who live in units that were damaged by California’s winter storms.

The result of the ENA’s termination is that the City and Developers will cease negotiating any potential redevelopment of the Tina Pacific Neighborhood. From here, the City will start the process to notify the California Department of Housing and Community Development, pursuant to the Surplus Land Act, that the parties were unable to reach any agreement.

Staff’s request is for the City Council and Housing Authority to adopt Resolution No. 2024- 19, which would terminate the ENA, immediately upon adoption.

FISCAL IMPACT:

Collectively, the Developers have paid deposits to the City in an amount of $135,000, to offset the City’s costs of engaging in the ENA negotiations. Those deposits have been spent and do not cover the costs of defending against the PLC litigation. The Housing Authority projected available fund balance (unencumbered) as of June 30, 2024 is $5.3 million.

ENVIRONMENTAL IMPACT:

In accordance with the requirements of the California Environmental Quality Act (CEQA), this item is not subject to CEQA pursuant to Section 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment).

PUBLIC NOTIFICATION:

Public notification provided through the regular agenda process.

LEGAL REVIEW:

The City Attorney/Authority Counsel has prepared Resolution No. 2024-19 and approved it as to form.

STRATEGIC PLAN OBJECTIVES ADDRESSED:

Obj. No. 3: Provide a quality infrastructure.

Obj. No. 5: Provide a high quality of life.

Obj. No. 6: Maintain and promote a responsive, high-quality, and transparent government.

Prepared by: Hannah Shin-Heydorn, City Manager / Executive Director Fiscal Impact Reviewed by: Michelle Bannigan, Finance Director Approved by: Hannah Shin-Heydorn, City Manager / Executive Director Attachments:

A. Resolution No. 2024-19
B. December 14, 2021 Staff Report
C. Original ENA
D. ENA First Extension
E. ENA Second Extension
F. January 24, 2023 Staff Report and First Amendment to ENA G. August 8, 2023 Staff Report and Second Amendment to ENA RESOLUTION NO. 2024-19

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RESOLUTION NO. 2024-19

A RESOLUTION OF THE CITY COUNCIL AND THE HOUSING AUTHORITY OF THE

CITY OF STANTON TERMINATING THE EXCLUSIVE NEGOTIATION AGREEMENT

WITH BRANDYWINE ACQUISITIONS GROUP, C&C DEVELOPMENT COMPANY, AND

NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA REGARDING THE

POTENTIAL REDEVELOPMENT OF THE TINA-PACIFIC NEIGHBORHOOD AND

MAKING A FINDING OF EXEMPTION FROM CEQA
WHEREAS, for many years, the City of Stanton and its Housing Authority have explored potential redevelopment projects for the Tina Pacific Neighborhood, which is bounded by Magnolia Ave. to the east, Sherrill St. to the west, an alleyway south of Pacific Ave. to the south, and Tina Way to the north. The site is approximately 10.27 acres, and includes 40 parcels, along with portions of two public streets and two public alleyways; and WHEREAS, the City’s former redevelopment agency began acquiring parcels in the Tina Pacific neighborhood in 2010, pursuant to former State redevelopment law. Those laws authorized local government entities to revitalize blighted areas in their jurisdictions through specific statutory planning and funding; and
WHEREAS, between 2010 to 2020, the former redevelopment agency, City, and Housing Authority acquired 31 of the 40 parcels, with the remaining nine parcels still privately owned; and
WHEREAS, many obstacles have arisen that have prevented the area’s redevelopment.

Chief amongst them is the State’s dissolution of redevelopment agencies in 2012. Without such funding, the City and Housing Authority are millions of dollars short of being able to redevelop the neighborhood; and
WHEREAS, thus, from 2010 to present, the City and Housing Authority have managed the properties and served as landlords to the tenants. The City contracts with Quality Management Group (“QMG”) as the property manager that collects rent and responds to tenant calls and requests. The rents collected go directly back into the Housing Authority fund to repair and maintain the properties and pay QMG’s property management fees. Any additional funds in the Housing Authority budget could be used for affordable housing, including potential redevelopment of the Tina Pacific neighborhood; and WHEREAS, a potential way to bridge funding gaps is to explore partnerships with private developers to assist in the redevelopment of the neighborhood; and WHEREAS, at its regular meeting on October 27, 2020, the City Council and Housing Authority declared its 31 Tina Pacific parcels as “surplus,” pursuant to the State’s Surplus Land Act (“SLA”). The Act’s focus is to incentivize the creation of housing and/or parks on both State- and city-owned surplus property; and
Attachment: A
Click here to return to the agenda.

RESOLUTION NO. 2024-19

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WHEREAS, after following the required statutory processes, on December 14, 2021, the City of Stanton entered into an exclusive negotiation agreement (“ENA”) with Brandywine Acquisitions Group, C&C Development Company, and National Community Renaissance of California (collectively, the “Developers”) that established a 180 day period to negotiate regarding potential development in the Tina Pacific Neighborhood. In their proposal, the Developers’ proposed the construction of 116 market-rate units and 108 affordable units; and
WHEREAS, beyond agreeing to engage in negotiations, the City of Stanton and Developers have never reached an agreement on any specific project nor have they executed a “disposition and development agreement” (“DDA”). A DDA would set critical terms, including the purchase price and a mutually-agreed upon project description. The parties never reached agreements on these key terms; and WHEREAS, if the parties had reached a DDA and implemented it, then the City Council and Housing Authority would have adopted a relocation plan, as required by State law, to compensate for, and facilitate alternative housing for displaced tenants. The specific relocation amounts for displaced tenants are based on statutory formulas, and relocating all residents would eventually cost millions of dollars; and WHEREAS, due to variables of whether a DDA could be reached, the City and Developers explicitly noted that the ENA’s outcome was uncertain. Section 5(a) provides:
“Nothing in this [ENA] Agreement shall impose any obligation on either Party to agree to a definitive DDA or other agreement in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA or other agreement that may be negotiated by City staff and any Developer will be approved by the City’s governing body.”
WHEREAS, following December 2021, the ENA’s term was extended several times to allow the parties additional time to negotiate. The ENA is set to expire August 10, 2024; and WHEREAS, on March 30, 2023, the Public Law Center and The Public Interest Law Project (collectively “Public Law Center” or “PLC”) initiated a lawsuit on behalf of the Kennedy Commission, and both named and unnamed residents in the neighborhood against the City, the Housing Authority, the City Manager, and related entities (see, e.g., Tina-Pacific Residents Association v. City of Stanton, et al., Case No. 30-2023-01316300-CU-WMCXC). The PLC also sued Developers as real parties in interest; and WHEREAS, central to the PLC’s suit is that a “project” exists because the City and Developers have entered into the ENA. They assert that because there is an alleged “project,” the City Council is obligated to take actions, such as adopt a relocation plan and replacement housing plan; and
RESOLUTION NO. 2024-19

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WHEREAS, the City and Developers disagree with the PLC’s claims. There is no project because the City and Developers have only negotiated toward a potential DDA, and no DDA has been reached. No tenant has, or is being displaced due to ENA negotiations.

Likewise, no unit was required to be replaced due to the parties’ discussions. In contrast, if a DDA had been executed by the parties and a project proceeded, then the City Council would have adopted a relocation plan and replacement housing plan. That is because unlike an ENA, a DDA would actually confer upon the Developers legal rights to purchase the property and develop it; and
WHEREAS, for 14 months, the City has engaged in good faith negotiations with the PLC, and no resolution has been reached. Litigation has cost the Housing Authority hundreds of thousands of taxpayer dollars that were intended for the potential redevelopment of the Tina Pacific Neighborhood; and
WHEREAS, the City and Housing Authority anticipate that they will continue to expend funds in the PLC lawsuit. No settlement has been reached after more than a year of earnest discussions, and there is no certainty that the litigants will agree to an amicable resolution; and
WHEREAS, lawsuits like the PLC’s drive up development costs and help facilitate the defeat of residential development. Ultimately, the City’s taxpayers bear the brunt of such litigation, which only serves to deepen this State’s housing crisis; and WHEREAS, the City and Housing Authority cannot afford to continue to litigate this matter and explore options for affordable housing with the Developers. Therefore, after much thought and discussion, the City and Developers have agreed that there is no alternative but to immediately terminate the ENA; and
WHEREAS, the City and Housing Authority will no longer be pursuing potential projects for this site at this time. Funds for a potential development have been depleted and will continue to be spent down in litigation. The remaining Housing Authority funds must be preserved for litigation and to fulfill the City and Housing Authority’s continued landlord obligations. That includes conducting emergency temporary and permanent relocations for tenants who live in units that were damaged by California’s winter storms; and WHEREAS, the result of the ENA’s termination is that the City and Developers will cease negotiating any potential redevelopment of the Tina Pacific Neighborhood. From here, the City will start the process to notify the California Department of Housing and Community Development, pursuant to the Surplus Land Act, that the parties were unable to reach any agreement; and
WHEREAS, the City Council and Housing Authority have carefully considered all pertinent written and verbal testimony and information, including the Staff report prepared for this item, as presented at the hearing, testimony from staff and members of the public; and WHEREAS, all legal prerequisites have occurred prior to adoption of this resolution.

RESOLUTION NO. 2024-19

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NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF STANTON AND HOUSING AUTHORITY DOES HEREBY FIND:

SECTION 1: Recitals. The foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 2: CEQA. The termination of the ENA is Exempt by Statute from the requirements to prepare additional environmental documentation per California Environmental Quality Act (CEQA) Guidelines, Section 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment).

SECTION 3: City Council and Housing Authority Actions. Based upon the findings, above, the City Council and Housing Authority hereby approve the termination of the ENA by and between the City and Brandywine Acquisitions Group, C&C Development Company, and National Community Renaissance of California, dated December 14, 2021, regarding the potential redevelopment of the Tina Pacific Neighborhood. The termination is pursuant to Section 3 of the ENA, which sets the ENA’s “Negotiation Period.” The termination shall provide that the Negotiation Period has been terminated, and this shall be memorialized in a “Termination of Exclusive Negotiating Agreement” document in a form approved by the City Attorney. The City Council directs the City Manager to execute the document on the City’s behalf and take all action necessary to effectuate its purpose. The City Council further directs the City Manager to take all actions necessary to complete the Surplus Land Act process, including, without limitation, notify the California Department of Housing and Community Development that the City and Developers were unable to reach any agreement, including, but not limited to, executing a disposition and development agreement.

SECTION 4: Effective Date. This Resolution shall take effect immediately upon adoption.

SECTION 5: Certification. The City Clerk and Board Secretary shall certify to the adoption of this Resolution.

SECTION 6: Custodian of Records. The Custodian of Records for this proceeding project is the City Clerk and Board Secretary. The documents related to this proceeding are kept at City Hall located at 7800 Katella Avenue Stanton CA 90680. The staff report related to this matter and matter and related attachments are hereby incorporated into this Resolution by reference.

SECTION 7: Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid or unconstitutional, such invalidity or unconstitutionality shall not affect other provisions or applications of this Resolution which can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof.

RESOLUTION NO. 2024-19

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ADOPTED, SIGNED AND APPROVED by the City Council and Housing Authority of the City of Stanton at a special meeting held on May 21, 2024 by the following vote, to wit:

DAVID J. SHAWVER, MAYOR/CHAIRMAN
APPROVED AS TO FORM:

HONGDAO NGUYEN, CITY ATTORNEY/AGENCY COUNSEL
ATTEST:

I, Patricia A. Vazquez City Clerk of the City of Stanton, California and Authority Board Secretary of the Stanton Housing Authority DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2024-19 has been duly signed by the Mayor/Chairman and attested by the City Clerk/Secretary, all at a special meeting of the Stanton City Council and Stanton Housing Authority, held on May 21, 2024, and that the same was adopted, signed and approved by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICIA A. VAZQUEZ, CITY CLERK/ SECRETARY
1 CITY OF STANTON

JOINT REPORT TO THE CITY COUNCIL AND

HOUSING AUTHORITY
TO: Honorable Mayor and City Council and Housing Authority Board of Directors DATE: December 14, 2021
SUBJECT: CONSIDERATION OF EXCLUSIVE NEGOTIATION AGREEMENT WITH

BRANDYWINE HOMES, C&C DEVELOPMENT, AND NATIONAL CORE

REGARDING THE TINA-PACIFIC DEVELOPMENT PROJECT
REPORT IN BRIEF:

Consideration of an Exclusive Negotiation Agreement by and between the City of Stanton and Brandywine Homes, C&C Development, and National Core to provide an exclusive negotiation period to attempt to negotiate a disposition and development agreement and other necessary agreements.

RECOMMENDED ACTION:

1. City Council declare that this item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) and 15060(c)(3); and

2. Approve an Exclusive Negotiation Agreement (ENA) with Brandywine Acquisitions Group, C&C Development Co., and National Community Renaissance of California regarding the Tina-Pacific Neighborhood (APN 126-481-01 through 29 and APN 126- 482-05 through 15); and

3. Authorize the City Manager to execute the Exclusive Negotiating Agreement.

BACKGROUND:

The Tina Pacific Neighborhood is generally located in the northeast quadrant of the City, at the intersection of Magnolia and Pacific Aves. More specifically, the project site is bounded by Magnolia Ave. to the east, Sherrill St. to the west, an alleyway south of Pacific Ave. to the south, and Tina Way to the north. The project site is approximately 10.27 acres, and includes 40 parcels, along with portions of two public streets and two public alleyways. The existing zoning and general plan designations are RH (High Density Residential) and High Density Residential, respectively. The neighborhood has long been in a deteriorated, blighted state. Since 2009, the Stanton Housing Authority has acquired 31 out of the 40 parcels, with the remaining nine parcels still privately owned.

Attachment: B
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2 Assembly Bill 1486 (Surplus Land Act) (the “Act”), which was signed by the Governor in October 2019 and took effect January 1, 2020, amended the process governing the disposition of surplus land. The focus of the Act is to incentivize the creation of housing and/or parks on both State- and City- owned surplus property. At its regular October 27, 2020 meeting, City Council declared its 31-parcel Tina-Pacific Neighborhood property (Property) as surplus. On November 18, 2020, pursuant to State law, staff issued a Notice of Availability (NOA) to both the State Housing and Community Development Department (HCD) and all housing developers entitled to notice under the Act. The NOA included information about the Property, development standards, and the City’s goals and vision for the development.

After a 90-day good-faith negotiation period with those prospective developers who submitted a notice of interest in response to the NOA, the City requested the best and final proposal from two development teams. At the conclusion of the August 24, 2021 study session, City Council directed staff to negotiate with Brandywine Acquisitions Group (Brandywine), C&C Development Co. (C&C), and National Community Renaissance of California (National Core, and collectively, the “Developers”) towards a Disposition and Development Agreement (DDA) regarding the Tina-Pacific Neighborhood.

Upon further negotiation and discussion, City staff and the Developers have reached mutually agreeable terms for an Exclusive Negotiation Agreement (ENA) that will establish a one-hundred-and-eighty (180) day period to negotiate regarding one or more future agreements between the City and the Developers governing the potential acquisition of the Property by the Developers and development of new housing in the Tina-Pacific Neighborhood. Following the conclusion of any ENA term, and regardless of the outcome, Staff will submit to HCD the Post-Negotiation Notice and Proposed Disposition Summary, pursuant to the Act, in order to obtain HCD’s confirmation that the City has fully complied with the Act and may dispose of the property in any manner it sees fit.

ANALYSIS/JUSTIFICATION:

The Developers submitted a two-part development proposal, with Brandywine proposing a minimum of 116 market-rate ownership townhomes and C&C and National Core proposing a minimum of 108 affordable multi-family rental apartments. Altogether, this proposal comfortably meets the 25% affordable housing development minimum established in Section 54222.5 of the Act. Based on the proposal, the City and the Developers have come to a tentative agreement. Some of the major terms that the parties have reached a tentative agreement on, subject to future negotiation, include:
• The purchase price for sale of the entire Property to Brandywine shall be $22,000,000 – to be paid as follows: (A) $17,500,000 in immediately available funds, and (B) sales proceeds from Brandywine’s sale of the Multifamily Site to the Multifamily Developers, which is anticipated to be paid through a $4,500,000 land loan from the City to the Multifamily Developers, to be repaid by the Multifamily 3 Developers over the course of 55 years.
• The City’s share of the acquisition and relocation cost for the Property shall be limited to $17,500,000, and C&C and National Core will be incentivized to secure additional grant funding for the multifamily housing development. • The Developers shall submit a proposed plan to relocate existing tenants and occupants in compliance with the California Relocation Assistance Act (Government Code section 7260 et seq.).
• The Developers shall construct, to the extent economically feasible, amenities for shared use by both housing developments, market-rate and affordable. • C&C and National Core shall obtain LEED Platinum certification for the multifamily housing development.
• C&C and National Core will execute a Regulatory Agreement that restricts the multifamily site for affordable housing for fifty-five (55) years.

The ENA identifies the following deliverables to be completed and officially proposed by the Developers:
• Time schedule and cost estimates for the development of each housing development.
• Financing plan for all private and public improvements proposed for each housing development.
• A preliminary financial analysis and market study, including a comprehensive costbenefit analysis to the City. • Preliminary/conceptual project plans, including site, floor, landscape, and elevation plans.
• All required development applications, including any General Plan amendments (including zoning changes), specific plan amendments, conditional use permits, and other project-specific entitlements.
• (For the multifamily housing development) List of potential users or tenants and anticipated lease rate for the multifamily units to be developed. • (For the townhome housing development) Anticipated sales prices for the townhomes to be developed.
• (For the multifamily housing development) Plan to provide asset management services upon sale of the Property.

Upon mutual written agreement of the City Manager and all Developers, the ENA may be extended for an additional ninety days, up to a maximum of two consecutive extensions.

FISCAL IMPACT:

Pursuant to the ENA, the City shall receive from each of the Developers twenty-five thousand dollars ($25,000) in immediately available funds as initial deposits to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during the negotiating period. At the termination of the ENA, any remaining funds shall either be applied to the purchase price or returned to the Developers. The City will retain one hundred dollars ($100) from each initial deposit as non-refundable compensation for 4 negotiating exclusively with the Developers. For each extension of the negotiating period, the City shall receive from each of the Developers five thousand dollars ($5,000) in immediately available funds as additional deposits to defray certain costs of the City in pursuing the contemplated negotiations with the developers during the extended negotiating period.

The City has no obligation to pay or reimburse the Developers for any costs or expenses incurred as a result of the ENA, the preparation and submittal of the development plan, the negotiation of a DDA or other agreements, the retention of any consultant, or the development of the Property or any other matter concerning the Property, regardless of the outcome of the negotiating period.

ENVIRONMENTAL IMPACT:

None. This item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378(b)(4) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly).

LEGAL REVIEW:

The City Attorney has reviewed the attached Exclusive Negotiation Agreement and approved it as to form.

STRATEGIC PLAN OBJECTIVE(S) ADDRESSED:

3. Provide a quality infrastructure.

5. Provide a high quality of life.

6. Maintain and promote a responsive, high-quality, and transparent government.

PUBLIC NOTIFICATION:

Public notice for this item was made through the regular agenda process.

Prepared By: Approved as to Form By:
/s/ Jason Huynh
__________________________
/s/ HongDao Nguyen
__________________________
Jason Huynh
Management Analyst
HongDao Nguyen
City Attorney
5 Approved By:
/s/ Jarad L. Hildenbrand
__________________________
Jarad L. Hildenbrand
City Manager
Attachment(s):

A. Exclusive Negotiation Agreement
55414.00701\34349345.7

THE CITY OF STANTON

EXCLUSIVE NEGOTIATION AGREEMENT
(Tina Pacific)
THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is dated as of _______, 2021, for reference purposes only, and is entered into by and between the City of Stanton, a California municipal corporation (“City”), on the one hand; and Brandywine Acquisitions Group, a California limited liability company (“Brandywine”), C&C Development Co., a California Limited Liability Company (“C&C”), and National Community Renaissance of California, a California nonprofit public benefit corporation (“National Core”), on the other hand, to provide a specified period of time to attempt to negotiate a disposition and development agreement. C&C and National Core are sometimes collectively referred to herein as the “Multifamily Developers,” and C&C, National Core and Brandywine are sometimes collectively referred to herein as the “Developers.” The City and the Developers are sometimes referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties.” This Agreement is entered into by the Parties with reference to the following recited facts (each, a “Recital”):

RECITALS
A. The City is the owner of that approximately 10 acres of real property located in the Tina Pacific neighborhood of the City (APN 126-481-01 through 29 and 126-126- 482-05 through 15), including portions of Tina Way and Pacific Avenue, more specifically described in Exhibit A (“Property”); and
B. The City has an interest in developing the Property, and Developers submitted the following two-part development proposal through the procedure set forth in the Surplus Land Act (Government Code section 54220 et seq.) (the “Surplus Land Act”); and
C. Brandywine has proposed the redevelopment of a portion of the Property (the “Townhome Site”) with a minimum of 116 market rate ownership townhomes, as generally depicted in the conceptual site plan attached to this Agreement as Exhibit B and incorporated into this Agreement by this reference (the “Townhome Housing Development”); and
D. The Multifamily Developers have proposed the redevelopment of a portion of the Property (the “Multifamily Site”) with a minimum of 108 affordable multi-family rental apartments, as generally depicted in the conceptual site plan attached to this Agreement as Exhibit C and incorporated into this Agreement by this reference (the “Multifamily Housing Development” and together with the Townhome Housing Development, the “Housing Developments”); and
E. The intent of the City and the Developers in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding one or more future agreements between the City and the Developers governing the potential acquisition of Attachment: A
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the Property by the Developers and development of the Townhome Housing Development by Brandywine on the Townhome Site and development of the Multifamily Housing Development by the Multifamily Developers on the Multifamily Site, all subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future disposition and development agreement (the “DDA”) and such other agreements as the parties determine; and F. The Parties all intend that, under the DDA and other agreements, 45% of the units produced by the Housing Developments on the Property will be affordable housing units, which number will exceed the requirements of the Surplus Land Act, but the Multifamily Developers would not have any obligations with respect to the Townhome Housing Development or acquire any interest in the Townhome Site, and Brandywine would not have any obligations with respect to the Multifamily Housing Development or retain any interest in the Multifamily Site (the Townhome Site and Multifamily Site are collectively referred to herein as the “Sites”).

NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY

RELATING TO THE SALE AND DEVELOPMENT OF THE SITES AND THE PROMISES

OF THE CITY AND THE DEVELOPERS SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPERS AGREE, AS FOLLOWS:

1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference.

2. Deposits.
(a) Concurrent with the Developer’s execution of this Agreement, Brandywine and the Multifamily Developers shall each provide to the City a deposit in the amount of Twenty-Five Thousand Dollars ($25,000) in immediately available funds (the “Initial Deposits”) to ensure that each Developer will proceed diligently and in good faith to fulfill their respective obligations under this Agreement during the Negotiation Period (as defined in Section 3(a)), as part of the consideration for the City’s agreement not to negotiate with other persons during the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during the Negotiation Period, pursuant to this Agreement. The City shall charge all reasonable outof-pocket third-party costs (including consultant fees and attorneys’ fees associated with review and implementation of this Agreement or preparing the DDA and other agreements) against the Initial Deposits (and Extension Deposits pursuant to Section 2(b) below, as applicable). At the termination of this Agreement, any remaining funds shall, at each Developer’s option, either be applied to the purchase price or returned to the applicable Developer. The Developers acknowledge that the Initial Deposits (and any Extension Deposits, pursuant to Section 2(b) below) shall be in addition to those fees and expenses required by the City for any permit, other required entitlement or Housing Developments processing. A portion of each Initial Deposit in an amount equal to One Hundred Dollars ($100) shall immediately become non-refundable upon each Developer’s transfer of their respective Initial Deposit to the City under this Agreement as 55414.00701\34349345.7
consideration for the City’s agreement not to negotiate with other persons during the Negotiation Period.
(b) Upon each extension of the Negotiation Period occurring pursuant to the provisions of Section 3(b), if any, the Developers shall provide to the City an additional deposit of Five Thousand Dollars ($5,000) in immediately available funds on the first day of any extension of the Negotiation Period occurring pursuant to the provisions of Section 3(b) (each, an “Extension Deposit”). Each Extension Deposit is intended to ensure that the Developers will proceed diligently and in good faith to fulfill their obligations under this Agreement during any extension of the Negotiation Period, as part of the consideration for the City’s agreement not to negotiate with other persons during any such extension of the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during any such extension of the Negotiation Period, pursuant to this Agreement. At the termination of this Agreement, any remaining funds from an Extension Deposit shall be refundable to the applicable Developer as provided in Section 2(a), above.

3. Term of Agreement.
(a) The rights and duties of the City and the Developers established by this Agreement shall commence on the first date on which all of the following have occurred (the “Effective Date”): (1) payment of the Initial Deposits to the City by the Developers, in accordance with Section 2(a); and (2) delivery of a City Council-approved fully executed version of this Agreement to the Developers, the exact date of which shall be mutually agreed to by the Parties promptly after the Developers’ receipt of the fully executed Agreement from the City as evidenced in writing signed by their respective authorized representatives. The City shall deliver a fully executed counterpart original of this Agreement to the Developers within ten (10) calendar days following the City Council’s approval of this Agreement, if approved, and the execution of this Agreement by the authorized representative(s) of the City. This Agreement shall continue in effect for a period of One Hundred Eighty (180) consecutive calendar days immediately following the Effective Date (“Negotiation Period”), subject to the limitations of Section 3(b). (b) The Negotiation Period may be extended upon the mutual written agreement of the City’s City Manager and all Developers for no more than two (2) additional consecutive Ninety (90) calendar day periods. Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Negotiation Period exceed Three Hundred Sixty (360) consecutive calendar days from the Effective Date.
(c) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period, unless, prior to that time, both the City and the Developers approve and execute a DDA acceptable to both the City and the Developers, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA.
55414.00701\34349345.7

4. Obligations of Developers. During the Negotiation Period, and pursuant to the attached Milestone Schedule (Exhibit D), Developers shall proceed diligently and in good faith to develop and present to City staff and, subsequently, to the City Council, for review, all of the following, with respect to such Developer’s proposed Housing Development:
(a) A proposed complete conceptual development plan for such Developer’s Housing Development on the applicable Site that describes and depicts: (1) the location and placement of proposed buildings; and (2) the architecture and elevations of the proposed buildings;
(b) Proposed zoning change or changes to the City’s General Plan, if any, necessary to accommodate such Developer’s Housing Development on the applicable Site;
(c) For the Multifamily Housing Development, a list of potential users or tenants and anticipated lease rates for the multifamily units, as developed in the Multifamily Housing Development;
(d) For the Townhome Housing Development, anticipated sales prices for the townhomes to be developed in the Townhome Housing Development; (e) A proposed plan for the Multifamily Developers to provide asset management services to supervise the current management company that manages the units currently owned by the City / Housing Authority, to commence upon the sale of the Property;
(f) A proposed plan to relocate existing tenants and occupants in compliance with the California Relocation Assistance Act (Government Code section 7260 et seq.);
(g) A proposed time schedule and cost estimates for the development of each Housing Development;
(h) A proposed financing plan identifying financing sources for all private and public improvements proposed for each Housing Development; and (i) A preliminary financial analysis demonstrating the costs and benefits to the City regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by each Housing Development.

5. Negotiation of DDA.
(a) During the Negotiation Period, the City and each Developer shall proceed diligently and in good faith to negotiate a DDA or other agreement for its Housing Development. The City and each Developer shall generally cooperate with each other and supply such available documents and information as may be reasonably requested 55414.00701\34349345.7
by the other to facilitate the conduct of the negotiations. The City and the Developers shall exercise commercially reasonable efforts to complete discussions relating to the terms and conditions of the DDA and other agreements, and such other matters, as may be mutually acceptable to both the City and the Developers, in their respective sole discretion. The exact terms and conditions of the DDA and other agreements, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or any Developer that a mutually acceptable DDA or other agreement will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA or other agreement in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA or other agreement that may be negotiated by City staff and any Developer will be approved by the City’s governing body. The Developers acknowledge and agree that the City’s consideration of any DDA or other agreement is subject to the sole and absolute discretion of the City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law, including, without limitation, all required environmental review. (b) Based upon Developers’ proposals, the Parties have come to a tentative agreement on the following terms, subject to future negotiation during the Negotiation Period:
(i) Each Developer shall assist the City in developing and implementing plans to relocate existing tenants and residents on the applicable Site; (ii) Each Developer shall pursue and obtain entitlements for its respective Housing Development prior to the close of escrow; (iii) To the extent feasible and legal, the City agrees to expedite the processing of the entitlements including CEQA;
(iv) The City accepts the density, product and design presented to City Council on August 24, 2021, with the modifications requested by the City Council, including, without limitation, an agreement between Brandywine (as developer of the Townhome Housing Development) and the Multifamily Developers to construct, to the extent economically feasible, amenities for shared use by residents of both Housing Developments;
(v) The City shall, to the best of its ability, provide the following types of reports and studies prepared for the Property within the past five (5) years:
appraisals or other valuation reports; and environmental reports and studies, without representations regarding such materials;
(vi) The purchase price for sale of the entire Property to Brandywine shall be $22,000,000 – to be paid as follows: (A) $17,500,000 in immediately available funds, and (B) sales proceeds from Brandywine’s sale of the Multifamily Site to the Multifamily Developers, which is anticipated to be paid through a $4,500,000 land loan 55414.00701\34349345.7
from the City to the Multifamily Developers, to be repaid by the Multifamily Developers over the course of 55 years (the “Land Loan”);
(vii) The City will sell the entire Property to Brandywine, and Brandywine will simultaneously close with the Multifamily Developers for the Multifamily Site;
(viii) At closing, the Multifamily Developers will sign a promissory note for $4,500,000 in favor of the City (the “Multifamily Note”), the City will record a deed of trust against the Multifamily Site (the “Multifamily Deed of Trust” and together with the Multifamily Note and any other documents executed by the Parties in connection with the Land Loan, the “Land Loan Documents”), and the Multifamily Developers will execute a Regulatory Agreement that restricts the Multifamily Site for affordable housing for 55 years (the “Regulatory Agreement”);
(ix) The City will not provide any financial assistance of any kind to Brandywine in connection with the Townhome Housing Development and conveyance of the Property;
(x) The City’s share of the acquisition and relocation cost for the Property shall be limited to $17,500,000. The Parties shall create a mechanism to incentivize the Multifamily Developers to bring in additional grant funding for the Multifamily Housing Development;
(xi) City will hold hearings and take all required steps to consider the use of eminent domain to acquire privately owned portions of each Site, so that such process could be complete within 18 months of the Effective Date; (xii) If the Multifamily Housing Development is not completed by a date certain (to be negotiated by the Parties), the Multifamily Note shall be cancelled and title to the Multifamily Site will revert to the City;
(xiii) The City shall, pursuant to section 54230.5(b)(1) of the Surplus Land Act, provide all required notices to the State Department of Housing and Community Development (“HCD”) to demonstrate that the City has complied with the Surplus Land Act if, prior to the end of the Negotiation Period, the Parties have finalized a DDA, including any regulatory agreement to be recorded on either Site; (xiv) The Multifamily Developers shall obtain LEED Platinum certification of the Multifamily Housing Development;
(xv) The City will hold hearings and take all required steps to consider the vacation of portions of Tina Way, Pacific Avenue and alleys, in the City’s discretion, as necessary to accommodate the proposed development. Vacated land acquired by the City after the close of escrow for the Property would be provided to the Multifamily Developers at no fee cost to the Multifamily Developers. City will waive all application and permit fees associated with such vacation of land to be included in the 55414.00701\34349345.7
Multifamily Site; however, the Multifamily Developers shall bear the cost of any relocation of utilities (sewer, water, gas, electric) necessary due to the vacation; and (xvi) The City will process, at its expense, the environmental review for the Housing Developments. Notwithstanding the foregoing, the City retains the absolute sole discretion to (i) modify each transaction, create and enter into transactional documents, and modify each Housing Development as may, in its sole discretion, be necessary to comply with CEQA, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of each Housing Development against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, and/or (iv) determine not to proceed with each Housing Development. No legal obligations will exist unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and on other public review and hearing processes, subject to all applicable governmental approvals.

6. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement.
(a) The qualifications and identity of each of the Developers and their respective principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developers. During the Negotiation Period, no voluntary or involuntary successor-ininterest of the Developers shall acquire any rights or powers under this Agreement, except as provided in Section 6(c).
(b) Each Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (as defined in Section 6(d)) of such Developer, as well as any and all changes in the interest or the degree of Control of such Developer by any such person, of which information such Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of a Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement as to that Developer, without liability to such Developer or any other person and refund any remaining deposit funds provided by such Developer to the pursuant to Section 2(a), above, by sending written notice of termination to such Developer, referencing this Section 6(b).
(c) Each Developer may assign its rights under this Agreement to an Affiliate (as defined in Section 6(d)), on the condition that such Affiliate expressly assumes all of the obligations of such Developer under this Agreement in a writing reasonably satisfactory to the City, and further provided that the original Developer party shall, at all times, Control any such respective Affiliate and be responsible and obligated directly to the City for performance of such Developer’s obligations under this Agreement. 55414.00701\34349345.7
(d) For the purposes of this Agreement, the term “Affiliate” means any person, directly or indirectly, controlling or controlled by or under common control with the applicable Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise.

7. Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, each Party shall diligently review and comment on draft versions of the DDA and other agreements which are provided by the other Party and, if the terms and conditions of such DDA and other agreements are agreed upon between City staff and the Developers, the Developers shall submit the DDA and other agreements, executed by the authorized representative(s) of each Developer which is party to such document, to the City Manager for submission to the City Council for review and approval or disapproval. Any future DDA and other agreements shall consist of terms and conditions acceptable to both the applicable Developer and the City Council, in their respective sole and absolute discretion. (b) During the Negotiation Period, each Developer shall also keep City staff advised on the progress of such Developer in performing its obligations under this Agreement, on a regular basis or as requested by City staff, including, without limitation, having one or more of such Developer’s employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Housing Developments and the progress of negotiation of a DDA and other agreements, such that such person(s) can meaningfully respond to City and/or City staff questions regarding the progress of the design and planning of the Housing Developments or the negotiation of a DDA and other agreements, attend both: (1) periodic meetings with City staff, as reasonably scheduled and requested by City staff during the Negotiation Period, and (2) meetings of the City Council or other City commission, when reasonably requested to do so by City staff.

8. Developers to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developers for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to a Site or the Housing Developments or negotiation of a DDA or other agreement that may be undertaken by such Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a DDA or other agreement, a Site or the Housing Developments, shall be the sole responsibility of and undertaken at the sole cost and expense of the applicable Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City.

Each Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and/or the City of any and all applications and other documents and information to be submitted to the City and/or the City by such Developer pursuant to this Agreement or 55414.00701\34349345.7
otherwise associated with the Developer’s Housing Development. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developers in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Sites or the Housing Developments or negotiation of any DDA or other agreement that may be undertaken by the Developers during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or any DDA or other agreement is entered into between the City and the Developers, in the future.

9. City Not to Negotiate With Others. During the Negotiation Period, the City and City staff shall not negotiate with any other person regarding the sale or redevelopment of the Sites. The term “negotiate,” as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developers, regardless of how initiated, with respect to the availability of the Sites or that person’s redevelopment of the Sites, without the Developers’ prior written consent. Developers acknowledge that City may receive and retain unsolicited offers regarding redevelopment of the Sites, but shall not entertain any offer or negotiate with the proponent of any such offer during the Negotiation Period; provided, however, that the City may notify such proponent that it is a party to this Agreement. Developers acknowledge that the City is a public agency and subject to the provisions of the California Public Records Act, Government Code Section 6254, et. seq. (the “PRA”). The City shall use its best efforts to inform Developers of any request for information received pursuant to the PRA with respect to their proposed Housing Developments. If any Developer believes the information requested is confidential, such Developer may pursuant a court order preventing the release of the requested information.

10. Acknowledgments and Reservations.
(a) The City and the Developers agree that, if this Agreement expires or is terminated for any reason, or any future DDA or other agreement is not approved and executed by both the City and the applicable Developers, for any reason, neither the City nor the Developers shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Sites or the redevelopment of the Housing Developments or the Sites; provided, however, that in the event this Agreement terminates, the City shall return to the Developers within ten (10) business days of such termination any and all deposits due to be refunded pursuant to Section 2(a) of this Agreement.
(b) The Developers acknowledge and agree that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developers for the City to convey any estate or interest in the Sites to the Developers or for the City to provide any financial or other assistance to the Developers for redevelopment of the Housing Developments or the Sites. 55414.00701\34349345.7
(c) The Developers acknowledge and agree that the Developers have not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Housing Developments may be established between the Developers and the City, but it is understood and agreed between the City and the Developers that the Housing Developments and the redevelopment of the Sites must conform to all City and other applicable governmental development, land use, and architectural regulations and standards. Drawings, plans and specifications for the Housing Developments shall be subject to the approval of the City through the standard development application process for Housing Developments of this nature. Nothing in this Agreement shall be considered approval of any plans or specifications for the Housing Developments or of the Housing Developments themselves by the City.
(e) The City reserves the right to reasonably obtain further available information and data to ascertain the ability and capacity of the Developers to acquire or lease, develop and operate the Sites and/or the Housing Developments. The Developers acknowledge that they may be requested to make certain financial disclosures to the City, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City relating to the potential sale of the Sites and redevelopment of the Housing Developments on the Sites by the Developers and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developers to the extent allowed by law, as determined by the City Attorney.

11. Nondiscrimination. The Developers shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking their obligations under this Agreement.

12. Limitation on Damages and Remedies.
(a) THE DEVELOPERS AND THE CITY ACKNOWLEDGE THAT IT IS

EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF

DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPERS UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT

UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE

DEVELOPERS WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY THE

CITY, THE DEVELOPERS AND THE CITY AGREE THAT A REASONABLE ESTIMATE OF EACH OF BRANDYWINE’S AND THE MULTIFAMILY DEVELOPERS’ DAMAGES IN SUCH EVENT IS FIVE THOUSAND DOLLARS ($5,000) (THE “LIQUIDATED DAMAGES AMOUNT”). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY,

THE CITY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE APPLICABLE DEVELOPER(S) AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE EACH DEVELOPER’S SOLE AND 55414.00701\34349345.7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.
____________________
Initials of Authorized
Representative of City
____________________
Initials of Authorized
Representative of Brandywine
____________________
Initials of Authorized
Representative of National Core
____________________
Initials of Authorized
Representative of C&C
(b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH DEVELOPER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

OF THIS AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT.
(c) EACH DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF
THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

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.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414.00701\34349345.7
____________________
Initials of Authorized
Representative of City
____________________
Initials of Authorized
Representative of Developer
____________________
Initials of Authorized
Representative of National Core
____________________
Initials of Authorized
Representative of C&C

13. Default.
(a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who receives a notice of a default from the other Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice by the other Party specifying such default, such Party shall not be in default under this Agreement.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
(b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13(a). (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
(d) If a default of either Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a “breach” of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future DDA or other agreement, the City must obtain approval from HCD. Further, any future DDA or other agreements, if approved by the City Council, will require such Developer (among other things) to carry out the development of the Housing Developments in conformity 55414.00701\34349345.7
with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws.

15. Press Releases. Each Developer agrees to obtain the approval of the City Manager or his or her designee or successor in function of any press releases such Developer may propose relating to the lease or redevelopment of the Sites or negotiation of a DDA or other agreements with the City, prior to publication. The rights and obligations in this provision shall not apply to leasing and marketing brochures and/or information distributed by email or placed online on a brokerage website or real estate website such as LoopNet.com.

16. Notice. All notices required under this Agreement shall be presented in person, by nationally recognized overnight delivery service or by facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested, to the address and/or e-mail address (with read receipt) for the Party set forth in this Section

16. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service, e-mail, or nationally recognized overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Party in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party
TO DEVELOPER: Brandywine Acquisitions Group, LLC
15680 Aston
Irvine, CA 92606
Attn: Alex Hernandez
E-mail: [email protected]
National CORE
9421 Haven Avenue
Rancho Cucamonga, CA 91730
Attn: Michael Ruane
E-mail: mruane@national core.org
C&C Development
14211 Yorba Street, Ste 200
Tustin, CA 92780
Attn: Todd Cottle
E-mail: [email protected]
55414.00701\34349345.7
TO CITY:

COPY TO:

City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: Jarad Hildenbrand
E-mail: [email protected]
Best Best & Krieger
18101 Von Karman Avenue, Unit 1000
Irvine, CA 92612
Attn: HongDao Nguyen
E-mail:

[email protected]

17. Warranty Against Payment of Consideration for Agreement. The Developers each warrant that they have not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 17, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects, brokers and other consultants, when such fees are considered necessary by the Developers.

18. Acceptance of Agreement by Developer. The Developers shall acknowledge their acceptance of this Agreement by delivering to the City three (3) original counterpart executed copies of this Agreement signed by the authorized representative(s) of each Developer.

19. Counterpart Originals. This Agreement may be executed by the City and the Developers in multiple counterpart originals, all of which together shall constitute a single agreement.

20. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties regarding the subject matters of this Agreement.

21. No Third-Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the City and the Developers.

22. Governing Law; Venue. The City and the Developers acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Stanton, California. The City and the Developers agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws’ conflicts of laws principles.

Venue shall lie in the state and federal courts of Orange County, California.

23. Waivers; Amendments. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this 55414.00701\34349345.7
Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the City or the Developers, unless made in writing and executed by both the City and the Developers.

24. Construction. Headings at the beginning of each section and sub-section of this Agreement are solely for the convenience of reference of the City and the Developers and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the City or the Developers, but rather as if both the City and the Developers prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which the City or any of the Developers is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City.

24. Attorneys’ Fees. If either Party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys’ fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys’ fees. For the purposes hereof the words “reasonable attorneys’ fees” mean and include, in the case of either Party, salaries and expenses of the lawyers working for or employed by such Party (allocated on an hourly basis) to the extent they provide legal services to such Party in connection with the representation of that Party in any such matter. [Signatures on following page]
55414.00701\34349345.7

THE CITY OF STANTON

EXCLUSIVE NEGOTIATION AGREEMENT
(Tina Pacific)
IN WITNESS WHEREOF, the City and the Developers have executed this Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below.

Dated:

DEVELOPERS:
_______________________
By:
___________
__________________
By:
___________
__________________
By:
___________
__________________
Dated:

CITY:

THE CITY OF STANTON
By:

ATTEST:

By:

City Clerk
55414.00701\34349345.7
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By:

City Attorney
55414.00701\34349345.7

EXHIBIT A
EXHIBIT “A”
TO

NEGOTIATION AGREEMENT
Property Legal Description
Real property in the City of Stanton, County of Orange, State of California, described as follows:

PARCEL 1: (APN: 126-481-15)
LOT 1 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2: (APN: 126-481-14)
LOT 2 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3: (APN: 126-481-13)
LOT 3 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4: (APN: 126-481-12)
LOT 4 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 5: (APN: 126-481-11)
LOT 5 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 6: (APN: 126-481-10)
LOT 6 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 7: (APN: 126-481-09)
LOT 7 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 8: (APN: 126-481-08)
LOT 8 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
55414.00701\34349345.7

EXHIBIT A
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 9: (APN: 126-481-07)
LOT 9 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 9A AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 12' 56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46' 04" WEST 25 FEET; THENCE NORTH
89° 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY

LINE OF SAID LOT,
THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228 FEET FROM

SAID POINT THENCE
SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 12° 20' 42" THENCE SOUTH 0° 46' 04" EAST 7.50

FEET TO THE
SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 89° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70
FEET TO THE TO THE POINT OF BEGINNING.

PARCEL 10: (APN: 126-481-06)
LOT 10 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF ORANGE COUNTY.

EXCEPT THEREFROM THE OIL, GAS, MINERALS, AND OTHER HYDROCARBON

SUBSTANCES LYING
BELOW THE SURFACE OF SAID LAND, AS PROVIDED IN DEEDS OF RECORD.

PARCEL 11: (APN: 126-481-05)
LOT 11 OF TRACT NO. 4208 IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
55414.00701\34349345.7

EXHIBIT A
PARCEL 11A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 13' 56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46' 04" WEST 25.00 FEET; THENCE
NORTH 89° 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12° 20' 42"
THENCE SOUTH 0° 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH
89° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 12: (APN: 126-481-04)
LOT 12 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 12A:AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPTING THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89º 13' 56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0º 46' 04" WEST 25.00 FEET; THENCE
NORTH 89º 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26º 18' 53" EAST 228.00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12º 20' 42"
THENCE SOUTH 0º 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID 55414.00701\34349345.7

EXHIBIT A
LOT; THENCE SOUTH
89º 13' 56" WEST ALONG SAID BOUNDARY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 13: (APN: 126-481-03)
LOT 13, TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE OF

CALIFORNIA, AS PER
MAP RECORDED IN BOOK 172, PAGE 36 AND 37 OF MISCELLANEOUS MAPS, IN

THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON

SUBSTANCES, LYING
BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID PROPERTY, BUT

WITH NO RIGHT OF

SURFACE ENTRY, WHERE THEY HAVE BEEN PREVIOUSLY RESERVED IN INSTRUMENTS OF RECORD.

PARCEL 13A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM, THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON, NORTH 8901356" EAST 226.73 FEET
FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0°4604" WEST 25.00 FEET;

THENCE NORTH
89°13'56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE

OF SAID LOT, THE
RADIUS POINT OF WHICH BEARS NORTH 26°18'53" EAST 228.00 FEET FROM SAID POINT; THENCE
SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12°20'42" THENCE
SOUTH 0°46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 89°13'56"
WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 14: (APN: 126-481-02)
LOT 14 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 TO 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 14A:
55414.00701\34349345.7

EXHIBIT A
AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TACT NO. 4208, AS PER

MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 13' 56" EAST 226.73FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46' 04" WEST 25.00 FEET; THENCE
NORTH 89° 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

PARCEL 15: (APN: 126-481-01)
LOT 15 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 15A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER

MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPTING THEREFROM THE FOLLOWING:

EXHIBIT A
89° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 16: (APN: 126-481-29)
LOT 16 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MAPS, IN THE

OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 17: (APN: 126-481-28)
LOT 17 OF TRACT 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS
MAPS, AS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 18: (APN: 126-481-27)
LOT 18 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM; ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL

RIGHTS, AND OTHER

HYDROCARBONS SUBSTANCES BY WHATEVER NAME KNOWN, TOGETHER WITH

APPURTENANT RIGHTS

THERETO, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF

SAID LAND NOR ANY
PORTION OF THE SUBSURFACE LYING ABOVE A DEPTH OF 500 FEET, AS

EXCEPTED OR RESERVED IN
INSTRUMENTS OF RECORD.

PARCEL 19: (APN: 126-481-26)LOT 19 OF TRACT NO. 4208, IN THE CITY OF

STANTON, COUNTY OF ORANGE, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 20: (APN: 126-481-25)
LOT 20 OF TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE

OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
55414.00701\34349345.7

EXHIBIT A

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 21: (APN: 126-481-24)
LOT 21 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 OF 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 22: (APN: 126-481-23)
LOT 22 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 23: (APN: 126-481-22)
LOT 23 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MAPS, IN THE

OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 24: (APN: 126-481-21)
LOT 24 OF TRACT NO. 4208 IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 MISCELLANEOUS

MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 24A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208 IN THE 55414.00701\34349345.7

EXHIBIT A

CITY OF STANTON

COUNTY OF ORANGE STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37

OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING AT THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 13' 56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT THENCE NORTH 0° 48' 04" WEST 25.00

FEET THENCE
NORTH 89° 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET

FROM SAID POINT
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12° 20' 42"
THENCE LOT THENCE SOUTH 0° 46' 04" EAST 7.50 FEET TO THE

SOUTHEASTERLY LINE OF SAID LOT
THENCE SOUTH 89° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO

THE POINT OF
BEGINNING.

PARCEL 25: (APN: 126-481-20)
LOT 25, OF TRACT NO. 4208, IN THE CITY OF STANTON, AS PER MAP RECORDED IN BOOK 172, PAGES
36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 25A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGE (S) 36 AND
37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 26: (APN: 126-481-19)
LOT 26 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.
55414.00701\34349345.7

EXHIBIT A
PARCEL 27: (APN: 126-481-18)
LOT 27 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE(S) 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 27A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGE (S) 36 AND
37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 13' 56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT, THENCE NORTH 0°46'04" WEST 25.00 FEET; THENCE
NORTH 89°13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26°18'53" EAST 228.00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12°20'42"
THENCE SOUTH 0°46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT;

THENCE SOUTH
89°13'56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 28: (APN: 126-481-17)
LOT 28 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37, OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 29: (APN: 126-481-16)
LOT 29 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 29A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER

MAP RECORDED IN
55414.00701\34349345.7

EXHIBIT A
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET

FROM THE SAID
POINT; THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A

CENTRAL ANGLE OF
12° 20' 42" THENCE SOUTH 0° 46' 04" EAST 7.05 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH 89° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO

THE POINT OF
BEGINNING.

PARCEL 30: (APN: 126-482-15)
LOT 30, TRACT 4208 SHOWN ON A MAP THEREOF RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 31: (APN: 126-482-14)
LOT 31 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 31A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE CITY OF STANTON.

COUNTY OF ORANGE. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

EXHIBIT A

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET FROM SAID POINT: THENCE
SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12° 20' 42" THENCE
SOUTH 0° 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 89° 13' 56"
WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 32: (APN: 126-482-13)
LOT 32 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 32A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 13’ 56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46’ 04" WEST 25.00 FEET; THENCE
NORTH 89° 13’ 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18’ 53" EAST 228.00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12° 20’ 42"
THENCE SOUTH 0° 46’ 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH
89° 13’ 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 33: (APN: 126-482-12)
LOT 33 OF TRACT NO. 4208, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF MISCELLANEOUS, IN

THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.

PARCEL 34: (APN: 126-482-11)
55414.00701\34349345.7

EXHIBIT A
LOT 34 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MAPS, IN THE

OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 35: (APN: 126-482-10)
LOT 35 OF TRACT 4208 AS PER MAP RECORDED IN BOOK 172 PAGES 36-37, OF

MISCELLANEOUS MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 36: (APN: 126-482-09)
LOT 36 OF TRACT NO. 4208, IN THE CITY OF STANTON, AS SHOWN ON A MAP

RECORDED IN BOOK
172, PAGE(S) 36 AND 37, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER OF
SAID COUNTY.

PARCEL 37: (APN: 126-482-08)
LOT 37 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON

SUBSTANCES, LYING
BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY.

PARCEL 37A:

AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT 41 OF TRACT NO. 4208, IN THE CITY
OF STANTON, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89 DEGREE 13 MINUTES 56
SECONDS EAST 226.73 FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0 DEGREE 46
MINUTES 04 SECONDS WEST 25 FEET; THENCE NORTH 89 DEGREE 13 MINUTES 56 SECONDS EAST
55414.00701\34349345.7

EXHIBIT A

24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE OF SAID LOT,

THE RADIUS POINT
OF WHICH BEARS NORTH 26 DEGREE 18 MINUTES 53 SECONDS EAST 228.00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12
DEGREE 20 MINUTES 42 SECONDS; THENCE SOUTH 0 DEGREE 46 MINUTES 04 SECONDS EAST 7.50
FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 29 DEGREE 13 MINUTES 56 SECONDS
WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 38: (APN: 126-482-07)
LOT 38 OF TRACT NO. 4208 IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172 PAGE(S) 36 AND 37 OF MISCELLANEOUS

MAPS FILED IN THE
OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY.

PARCEL 39: (APN: 126-482-06)
LOT 39 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 40: (APN: 126-482-05)
LOT 40 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS SHOWN ON A MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
55414.00701\34349345.7
EXHIBIT “B”
TO

NEGOTIATION AGREEMENT
Townhome Housing Development Description
[To Be Attached Behind This Cover Page]
55414.00701\34349345.7
EXHIBIT “C”
TO

NEGOTIATION AGREEMENT
Multifamily Housing Development Description
[To Be Attached Behind This Cover Page]
55414.00701\34349345.7
55414.00701\34349345.7
55414.00701\34349345.7
55414.00701\34349345.7
55414.00701\34349345.7
EXHIBIT “D”

MILESTONE SCHEDULE
Exclusive Negotiation Agreement Timeline

MILESTONE DESCRIPTION
Within 90 Days of Effective Date (_____, 2021) of ENA
Initial Pro Forma Submit initial pro forma for the proposed development.

Housing
Developments
Submit Housing Development construction schedule for the proposed development.

Due Diligence Provide written determination of property's physical suitability for development,
Preliminary
Housing
Submit site plans and elevations. Submit all relevant applications and fees.

Within 30 Days of Receipt of Preliminary Housing Developments Submittal Plan Review Staff reviews plans for compliance with applicable codes and regulations; letter
Within 15 days of Receipt of Staff’s Review
Revised Site
Plans
Submit revised site plans and elevations
Within 15 days of Receipt
2nd Plan Review Staff reviews plans for compliance with applicable codes and regulations; letter
Within 150 Days of Effective Date of ENA
Revised
Proforma and
Submit refined proforma and development schedule based on revised site plans
d l ti
Market Study Submit a market study containing a forecast of regional and local real estate
Development
Partners
Submit letter identifying investment partners.

Funding
Partners and
Submit letter identifying lenders and proof of ability to obtain financing.

Draft DDA Complete negotiations and draft Disposition and Development Final Revisions Finalize revisions to development proposal and all relevant materials Within 180 Days of Effective Date of ENA
City Council
Hearing Present development proposal and DDA to City Council for final review and approval.

THE CITY OF ST ANTON

EXCLUSIVE NEGOTIATION AGREEMENT
(Tina Pacific)
THIS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is dated as of IA'tember /� . 2021, for reference purposes only, and is entered into by and between the City of Stanton, a California municipal corporation ("City"), on the one hand; and Brandywine Acquisitions Group, a California limited liability company ("Brandywine"), C&C Development Co., a California Limited Liability Company ("C&C"), and National Community Renaissance of California, a California nonprofit public benefit corporation ("National Core"), on the other hand, to provide a specified period of time to attempt to negotiate a disposition and development agreement. C&C and National Core are sometimes collectively referred to herein as the "Multifamily Developers," and C&C, National Core and Brandywine are sometimes collectively referred to herein as the "Developers." The City and the Developers are sometimes referred to in this Agreement, individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"):

RECITALS
A The City is the owner of that approximately 10 acres of real property located in the Tina Pacific neighborhood of the City (APN 126-481-01 through 29 and 126-126- 482-05 through 15), including portions of Tina Way and Pacific Avenue, more specifically described in Exhibit A ("Property"); and
B. The City has an interest in developing the Property, and Developers submitted the following two-part development proposal through the procedure set forth in the Surplus Land Act (Government Code section 54220 et seq.) (the "Surplus Land Act"); and
C. Brandywine has proposed the redevelopment of a portion of the Property (the "Townhome Site") with a minimum of 116 market rate ownership townhomes, as generally depicted in the conceptual site plan attached to this Agreement as Exhibit B and incorporated into this Agreement by this reference (the "Townhome Housing Development"); and
D. The Multifamily Developers have proposed the redevelopment of a portion of the Property (the "Multifamily Site") with a minimum of 108 affordable multi-family rental apartments, as generally depicted in the conceptual site plan attached to this Agreement as Exhibit C and incorporated into this Agreement by this reference (the "Multifamily Housing Development" and together with the Townhome Housing Development, the "Housing Developments"); and
E. The intent of the City and the Developers in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding one or more future agreements between the City and the Developers governing the potential acquisition of 55414.00701134349345.7
Attachment: C
Click here to return to the agenda.
the Property by the Developers and development of the Townhome Housing Development by Brandywine on the Townhome Site and development of the Multifamily Housing Development by the Multifamily Developers on the Multifamily Site, all subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future disposition and development agreement ( the DDA") and such other agreements as the parties determine; and F. The Parties all intend that, under the DDA and other agreements, 45% of the units produced by the Housing Developments on the Property will be affordable housing units, which number will exceed the requirements of the Surplus Land Act, but the Multifamily Developers would not have any obligations with respect to the Townhome Housing Development or acquire any interest in the Townhome Site, and Brandywine would not have any obligations with respect to the Multifamily Housing Development or retain any interest in the Multifamily Site ( the Townhome Site and Multifamily Site are collectively referred to herein as the " Sites").

NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY

RELATING TO THE SALE AND DEVELOPMENT OF THE SITES AND THE PROMISES

OF THE CITY AND THE DEVELOPERS SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPERS AGREE, AS FOLLOWS:

1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference.

2. Deposits.
a) Concurrent with the Developer' s execution of this Agreement, Brandywine and the Multifamily Developers shall each provide to the City a deposit in the amount of Twenty -Five Thousand Dollars ($ 25, 000) in immediately available funds ( the Initial Deposits") to ensure that each Developer will proceed diligently and in good faith to fulfill their respective obligations under this Agreement during the Negotiation Period as defined in Section 3( a)), as part of the consideration for the City' s agreement not to negotiate with other persons during the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during the Negotiation Period, pursuant to this Agreement. The City shall charge all reasonable outof- pocket third -party costs ( including consultant fees and attorneys' fees associated with review and implementation of this Agreement or preparing the DDA and other agreements) against the Initial Deposits (and Extension Deposits pursuant to Section 2(b) below, as applicable). At the termination of this Agreement, any remaining funds shall, at each Developer' s option, either be applied to the purchase price or returned to the applicable Developer. The Developers acknowledge that the Initial Deposits ( and any Extension Deposits, pursuant to Section 2( b) below) shall be in addition to those fees and expenses required by the City for any permit, other required entitlement or Housing Developments processing. A portion of each Initial Deposit in an amount equal to One Hundred Dollars ($ 100) shall immediately become non- refundable upon each Developer' s transfer of their respective Initial Deposit to the City under this Agreement as 55414. 00701134349345. 7
consideration for the City' s agreement not to negotiate with other persons during the Negotiation Period.
b) Upon each extension of the Negotiation Period occurring pursuant to the provisions of Section 3( b), if any, the Developers shall provide to the City an additional deposit of Five Thousand Dollars ($ 5,000) in immediately available funds on the first day of any extension of the Negotiation Period occurring pursuant to the provisions of Section 3( b) ( each, an " Extension Deposit"). Each Extension Deposit is intended to ensure that the Developers will proceed diligently and in good faith to fulfill their obligations under this Agreement during any extension of the Negotiation Period, as part of the consideration for the City' s agreement not to negotiate with other persons during any such extension of the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during any such extension of the Negotiation Period, pursuant to this Agreement. At the termination of this Agreement, any remaining funds from an Extension Deposit shall be refundable to the applicable Developer as provided in Section 2( a), above.

3. Term of Agreement.
a) The rights and duties of the City and the Developers established by this Agreement shall commence on the first date on which all of the following have occurred ( the " Effective Date"): ( 1) payment of the Initial Deposits to the City by the Developers, in accordance with Section 2( a); and ( 2) delivery of a City Council - approved fully executed version of this Agreement to the Developers, the exact date of which shall be mutually agreed to by the Parties promptly after the Developers' receipt of the fully executed Agreement from the City as evidenced in writing signed by their respective authorized representatives. The City shall deliver a fully executed counterpart original of this Agreement to the Developers within ten ( 10) calendar days following the City Council' s approval of this Agreement, if approved, and the execution of this Agreement by the authorized representative( s) of the City. This Agreement shall continue in effect for a period of One Hundred Eighty ( 180) consecutive calendar days immediately following the Effective Date (" Negotiation Period"), subject to the limitations of Section 3( b). b) The Negotiation Period may be extended upon the mutual written agreement of the City' s City Manager and all Developers for no more than two ( 2) additional consecutive Ninety ( 90) calendar day periods. Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Negotiation Period exceed Three Hundred Sixty ( 360) consecutive calendar days from the Effective Date.
c) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period, unless, prior to that time, both the City and the Developers approve and execute a DDA acceptable to both the City and the Developers, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA.
55414. 0070 1\ 34349345. 7

4. Obligations of Developers. During the Negotiation Period, and pursuant to the attached Milestone Schedule (Exhibit D), Developers shall proceed diligently and in good faith to develop and present to City staff and, subsequently, to the City Council, for review, all of the following, with respect to such Developer's proposed Housing Development:
a) A proposed complete conceptual development plan for such Developer' s Housing Development on the applicable Site that describes and depicts: ( 1) the location and placement of proposed buildings; and ( 2) the architecture and elevations of the proposed buildings;
b) Proposed zoning change or changes to the City' s General Plan, if any, necessary to accommodate such Developer' s Housing Development on the applicable Site;
c) For the Multifamily Housing Development, a list of potential users or tenants and anticipated lease rates for the multifamily units, as developed in the Multifamily Housing Development;
d) For the Townhome Housing Development, anticipated sales prices for the townhomes to be developed in the Townhome Housing Development; e) A proposed plan for the Multifamily Developers to provide asset management services to supervise the current management company that manages the units currently owned by the City / Housing Authority, to commence upon the sale of the Property;
f) A proposed plan to relocate existing tenants and occupants in compliance with the California Relocation Assistance Act ( Government Code section 7260 etseq.);
g) A proposed time schedule and cost estimates for the development of each Housing Development;
h) A proposed financing plan identifying financing sources for all private and public improvements proposed for each Housing Development; and i) A preliminary financial analysis demonstrating the costs and benefits to the City regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by each Housing Development.

5. Negotiation of DDA.
a) During the Negotiation Period, the City and each Developer shall proceed diligently and in good faith to negotiate a DDA or other agreement for its Housing Development. The City and each Developer shall generally cooperate with each other and supply such available documents and information as may be reasonably requested 55414. 0070 1 134349345. 7
by the other to facilitate the conduct of the negotiations. The City and the Developers shall exercise commercially reasonable efforts to complete discussions relating to the terms and conditions of the DDA and other agreements, and such other matters, as may be mutually acceptable to both the City and the Developers, in their respective sole discretion. The exact terms and conditions of the DDA and other agreements, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or any Developer that a mutually acceptable DDA or other agreement will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA or other agreement in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA or other agreement that may be negotiated by City staff and any Developer will be approved by the City' s governing body. The Developers acknowledge and agree that the City' s consideration of any DDA or other agreement is subject to the sole and absolute discretion of the City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law, including, without limitation, all required environmental review. b) Based upon Developers' proposals, the Parties have come to a tentative agreement on the following terms, subject to future negotiation during the Negotiation Period:
i) Each Developer shall assist the City in developing and implementing plans to relocate existing tenants and residents on the applicable Site; ii) Each Developer shall pursue and obtain entitlements for its respective Housing Development prior to the close of escrow; iii) To the extent feasible and legal, the City agrees to expedite the processing of the entitlements including CEQA;
iv) The City accepts the density, product and design presented to City Council on August 24, 2021, with the modifications requested by the City Council, including, without limitation, an agreement between Brandywine ( as developer of the Townhome Housing Development) and the Multifamily Developers to construct, to the extent economically feasible, amenities for shared use by residents of both Housing Developments;
v) The City shall, to the best of its ability, provide the following types of reports and studies prepared for
appraisals or other valuation reports; and
representations regarding such materials;
the Property within the past five ( 5) years:
environmental reports and studies, without
vi) The purchase price for sale of the entire Property to Brandywine shall be $ 22, 000, 000 — to be paid as follows: ( A) $17, 500, 000 in immediately available funds, and ( B) sales proceeds from Brandywine' s sale of the Multifamily Site to the Multifamily Developers, which is anticipated to be paid through a $ 4, 500, 000 land loan 55414. 00701 \ 34349345. 7
from the City to the Multifamily Developers, to be repaid by the Multifamily Developers over the course of 55 years ( the " Land Loan");
vii) The City will sell the entire Property to Brandywine, and Brandywine will simultaneously close with the Multifamily Developers for the Multifamily Site;
viii) At closing, the Multifamily Developers will sign a promissory note for $4, 500, 000 in favor of the City ( the " Multifamily Note"), the City will record a deed of trust against the Multifamily Site ( the " Multifamily Deed of Trust" and together with the Multifamily Note and any other documents executed by the Parties in connection with the Land Loan, the " Land Loan Documents'), and the Multifamily Developers will execute a Regulatory Agreement that restricts the Multifamily Site for affordable housing for 55 years ( the " Regulatory Agreement");
ix) The City will not provide any financial assistance of any kind to Brandywine in connection with the Townhome Housing Development and conveyance of the Property;
x) The City' s share of the acquisition and relocation cost for the Property shall be limited to $ 17, 500, 000. The Parties shall create a mechanism to incentivize the Multifamily Developers to bring in additional grant funding for the Multifamily Housing Development;
xi) City will hold hearings and take all required steps to consider the use of eminent domain to acquire privately owned portions of each Site, so that such process could be complete within 18 months of the Effective Date; xii) If the Multifamily Housing Development is not completed by a date certain ( to be negotiated by the Parties), the Multifamily Note shall be cancelled and title to the Multifamily Site will revert to the City;
xiii) The City shall, pursuant to section 54230. 5( b)( 1) of the Surplus Land Act, provide all required notices to the State Department of Housing and Community Development (" HCD") to demonstrate that the City has complied with the Surplus Land Act if, prior to the end of the Negotiation Period, the Parties have finalized a DDA, including any regulatory agreement to be recorded on either Site; xiv) The Multifamily Developers shall obtain LEED Platinum certification of the Multifamily Housing Development;
xv) The City will hold hearings and take all required steps to consider the vacation of portions of Tina Way, Pacific Avenue and alleys, in the City' s discretion, as necessary to accommodate the proposed development. Vacated land acquired by the City after the close of escrow for the Property would be provided to the Multifamily Developers at no fee cost to the Multifamily Developers. City will waive all application and permit fees associated with such vacation of land to be included in the 55414. 00701 \ 34349345. 7
Multifamily Site; however, the Multifamily Developers shall bear the cost of any relocation of utilities ( sewer, water, gas, electric) necessary due to the vacation; and xvi) The City will process, at its expense, the environmental review for the Housing Developments. Notwithstanding the foregoing, the City retains the absolute sole discretion to ( i) modify each transaction, create and enter into transactional documents, and modify each Housing Development as may, in its sole discretion, be necessary to comply with CEQA, (ii) select other feasible alternatives to avoid significant environmental impacts, ( iii) balance the benefits of each Housing Development against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, and/ or ( iv) determine not to proceed with each Housing Development. No legal obligations will exist unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and on other public review and hearing processes, subject to all applicable governmental approvals.

6. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement.
a) The qualifications and identity of each of the Developers and their respective principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developers. During the Negotiation Period, no voluntary or involuntary successor - in - interest of the Developers shall acquire any rights or powers under this Agreement, except as provided in Section 6( c).
b) Each Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control ( as defined in Section 6( d)) of such Developer, as well as any and all changes in the interest or the degree of Control of such Developer by any such person, of which information such Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of a Developer ( other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement as to that Developer, without liability to such Developer or any other person and refund any remaining deposit funds provided by such Developer to the pursuant to Section 2( a), above, by sending written notice of termination to such Developer, referencing this Section 6( b).
c) Each Developer may assign its rights under this Agreement to an Affiliate (as defined in Section 6( d)), on the condition that such Affiliate expressly assumes all of the obligations of such Developer under this Agreement in a writing reasonably satisfactory to the City, and further provided that the original Developer party shall, at all times, Control any such respective Affiliate and be responsible and obligated directly to the City for performance of such Developer' s obligations under this Agreement. 55414.00701 \ 34349345. 7
d) For the purposes of this Agreement, the term " Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with the applicable Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise.

Obligations to Review Draft Agreements and Attend Meetings. a) During the Negotiation Period, each Party shall diligently review and comment on draft versions of the DDA and other agreements which are provided by the other Party and, if the terms and conditions of such DDA and other agreements are agreed upon between City staff and the Developers, the Developers shall submit the DDA and other agreements, executed by the authorized representative( s) of each Developer which is party to such document, to the City Manager for submission to the City Council for review and approval or disapproval. Any future DDA and other agreements shall consist of terms and conditions acceptable to both the applicable Developer and the City Council, in their respective sole and absolute discretion. b) During the Negotiation Period, each Developer shall also keep City staff advised on the progress of such Developer in performing its obligations under this Agreement, on a regular basis or as requested by City staff, including, without limitation, having one or more of such Developer' s employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Housing Developments and the progress of negotiation of a DDA and other agreements, such that such person(s) can meaningfully respond to City and/ or City staff questions regarding the progress of the design and planning of the Housing Developments or the negotiation of a DDA and other agreements, attend both: ( 1) periodic meetings with City staff, as reasonably scheduled and requested by City staff during the Negotiation Period, and ( 2) meetings of the City Council or other City commission, when reasonably requested to do so by City staff.

8. Developers to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developers for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/ or design activities, drawings, specifications or other activity or matter relating to a Site or the Housing Developments or negotiation of a DDA or other agreement that may be undertaken by such Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer' s discretion, regarding any matter relating to a DDA or other agreement, a Site or the Housing Developments, shall be the sole responsibility of and undertaken at the sole cost and expense of the applicable Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City.

Each Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and/ or the City of any and all applications and other documents and information to be submitted to the City and/ or the City by such Developer pursuant to this Agreement or 55414. 00701134349345. 7
otherwise associated with the Developer' s Housing Development. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developers in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/ or design activities, drawings, specifications or other activity or matter relating to the Sites or the Housing Developments or negotiation of any DDA or other agreement that may be undertaken by the Developers during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or any DDA or other agreement is entered into between the City and the Developers, in the future.

9. City Not to Negotiate With Others. During the Negotiation Period, the City and City staff shall not negotiate with any other person regarding the sale or redevelopment of the Sites. The term "negotiate," as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developers, regardless of how initiated, with respect to the availability of the Sites or that person' s redevelopment of the Sites, without the Developers' prior written consent. Developers acknowledge that City may receive and retain unsolicited offers regarding redevelopment of the Sites, but shall not entertain any offer or negotiate with the proponent of any such offer during the Negotiation Period; provided, however, that the City may notify such proponent that it is a party to this Agreement. Developers acknowledge that the City is a public agency and subject to the provisions of the California Public Records Act, Government Code Section 6254, et. seq. ( the " PRA"). The City shall use its best efforts to inform Developers of any request for information received pursuant to the PRA with respect to their proposed Housing Developments. If any Developer believes the information requested is confidential, such Developer may pursuant a court order preventing the release of the requested information.

10. Acknowledgments and Reservations.
a) The City and the Developers agree that, if this Agreement expires or is terminated for any reason, or any future DDA or other agreement is not approved and executed by both the City and the applicable Developers, for any reason, neither the City nor the Developers shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Sites or the redevelopment of the Housing Developments or the Sites; provided, however, that in the event this Agreement terminates, the City shall return to the Developers within ten ( 10) business days of such termination any and all deposits due to be refunded pursuant to Section 2( a) of this Agreement.
b) The Developers acknowledge and agree that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developers for the City to convey any estate or interest in the Sites to the Developers or for the City to provide any financial or other assistance to the Developers for redevelopment of the Housing Developments or the Sites. 55414. 00701134349345. 7
c) The Developers acknowledge and agree that the Developers have not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. d) Certain development standards and design controls for the Housing Developments may be established between the Developers and the City, but it is understood and agreed between the City and the Developers that the Housing Developments and the redevelopment of the Sites must conform to all City and other applicable governmental development, land use, and architectural regulations and standards. Drawings, plans and specifications for the Housing Developments shall be subject to the approval of the City through the standard development application process for Housing Developments of this nature. Nothing in this Agreement shall be considered approval of any plans or specifications for the Housing Developments or of the Housing Developments themselves by the City.
e) The City reserves the right to reasonably obtain further available information and data to ascertain the ability and capacity of the Developers to acquire or lease, develop and operate the Sites and/ or the Housing Developments. The Developers acknowledge that they may be requested to make certain financial disclosures to the City, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City relating to the potential sale of the Sites and redevelopment of the Housing Developments on the Sites by the Developers and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developers to the extent allowed by law, as determined by the City Attorney.

12. Limitation on Damages and Remedies.
a) THE DEVELOPERS AND THE CITY ACKNOWLEDGE THAT IT IS

EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF

DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPERS UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT

UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE

DEVELOPERS WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY THE

CITY, THE DEVELOPERS AND THE CITY AGREE THAT A REASONABLE ESTIMATE

OF EACH OF BRANDYWINE' S AND THE MULTIFAMILY DEVELOPERS' DAMAGES IN SUCH EVENT IS FIVE THOUSAND DOLLARS ($5, 000) (THE "LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY,

THE CITY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE APPLICABLE DEVELOPER(S) AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE

LIQUIDATED DAMAGES AMOUNT SHALL BE EACH DEVELOPER' S SOLE AND 55414. 00701134349345. 7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

InitiaIi,—RtAaf5orized Initials of Authorized
Representative of City Representative of Brandywine
Initials of Authorized Initials of Authorized
Representative of National Core Representative of C& C
b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER' S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

OF THIS AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT.
c) EACH DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF
THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:

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.
d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS ( WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414. 00701\ 34349345. 7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

Initials of Authorized
Representative of City
Initials of Authorized
Representative of National Core
W
Initials of Authorized
Representative of Brandywine
Initials of Authorized
Representative of C& C
b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER' S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

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.
d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS ( WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414. 00701 \ 34349345. 7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

Initials of Authorized
Representative City
Tn7it—ialg of Authorized
Representative of National Core
Initials of Authorized
Representative of Brandywine
Initials of Authorized
Representative of C& C
b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER' S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

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.
d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS ( WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414. 0070104349345. 7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

Initials of Authorized
Representative of City
Initials of Authorized
Repressive of Brandywine
L
Initials of Authorized Initials of Authorized
Representative of National Core Representative of C& C
b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER' S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

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.
d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS ( WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414. 00701134349345. 7
Initials oaf,,WAIforized
Representative of City
Initials of Authorized
Representative of National Core
13, Default.

Initials of Authorized
Representative of Developer
Initials of Authorized
Representative of C& C
a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who receives a notice of a default from the other Party cures, corrects or remedies the alleged default within fifteen ( 15) calendar days after receipt of written notice by the other Party specifying such default, such Party shall not be in default under this Agreement.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen ( 15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13( a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13( a). c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d) If a default of either Party remains uncured for more than fifteen ( 15) calendar days following receipt of written notice of such default, a " breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230. 5( b)( 1) of the Surplus Land Act, prior to execution of any future DDA or other agreement, the City must obtain approval from HCD. Further, any future DDA or other agreements, if approved by the City Council, will require such Developer ( among other things) to carry out the development of the Housing Developments in conformity 55414. 00701\ 34349345. 7
W
Initials of Authorized Initials of Authorized
Representative of City Representative of4Devveleper
040ADIWIdt
Initials of Authorized Initials of Authorized
Representative of National Core Representative of C& C

13. Default.
a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who receives a notice of a default from the other Party cures, corrects or remedies the alleged default within fifteen ( 15) calendar days after receipt of written notice by the other Party specifying such default, such Party shall not be in default under this Agreement.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. Ifthere are less than fifteen ( 15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13( a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13( a). c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d) If a default of either Party remains uncured for more than fifteen ( 15) calendar days following receipt of written notice of such default, a " breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230. 5( b)( 1) of the Surplus Land Act, prior to execution of any future DDA or other agreement, the City must obtain approval from HCD. Further, any future DDA or other agreements, if approved by the City Council, will require such Developer ( among other things) to carry out the development of the Housing Developments in conformity 5 5414. 00701 \ 34349345. 7
Initials of Authorized
Representative of City
tr
Initials of uthorized
Representative of National Core

13. Default.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen ( 15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13( a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13( a). c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d) If a default of either Party remains uncured for more than fifteen ( 15) calendar days following receipt of written notice of such default, a " breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230.5( b)( 1) of the Surplus Land Act, prior to execution of any future DDA or other agreement, the City must obtain approval from HCD. Further, any future DDA or other agreements, if approved by the City Council, will require such Developer ( among other things) to carry out the development of the Housing Developments in conformity 55414. 00701134349345. 7
Initials of Authorized
Representative of City
Initials of Authorized
Representative of National Core

13. Default.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen ( 15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13( a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13( a). c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d) If a default of either Party remains uncured for more than fifteen ( 15) calendar days following receipt of written notice of such default, a " breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230. 5( b)( 1) of the Surplus Land Act, prior to execution of any future DDA or other agreement, the City must obtain approval from HCD. Further, any future DDA or other agreements, if approved by the City Council, will require such Developer ( among other things) to carry out the development of the Housing Developments in conformity 55414. 00701\ 34349345. 7
with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws.

15. Press Releases. Each Developer agrees to obtain the approval of the City Manager or his or her designee or successor in function of any press releases such Developer may propose relating to the lease or redevelopment of the Sites or negotiation of a DDA or other agreements with the City, prior to publication. The rights and obligations in this provision shall not apply to leasing and marketing brochures and/ or information distributed by email or placed online on a brokerage website or real estate website such as LoopNet. com.

16. Notice. All notices required under this Agreement shall be presented in person, by nationally recognized overnight delivery service or by facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested, to the address and/ or e- mail address ( with read receipt) for the Party set forth in this Section

16. Notice shall be deemed confirmed by United States Mail effective the third ( 3rd) business day after deposit with the United States Postal Service. Notice by personal service, e- mail, or nationally recognized overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Party in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party
TO DEVELOPER: Brandywine Acquisitions Group, LLC
15680 Aston
Irvine, CA 92606
Attn: Alex Hernandez
E- mail: alex@brandywine-homes. com
National CORE
9421 Haven Avenue
Rancho Cucamonga, CA 91730
Attn: Michael Ruane
E- mail: mruane@national core.org
C& C Development
14211 Yorba Street, Ste 200
Tustin, CA 92780
Attn: Todd Cottle
E- mail: todd@c- cdev. com
55414. 00701\ 34349345. 7
TO CITY: City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: Jarad Hildenbrand
E- mail: jhildenbrand@stantonca. gov
COPY TO: Best Best & Krieger
18101 Von Karman Avenue, Unit 1000
Irvine, CA 92612
Attn: HongDao Nguyen
E- mail:

Hong Dao. Nguyen@bbklaw. com

18. Acceptance of Agreement by Developer. The Developers shall acknowledge their acceptance of this Agreement by delivering to the City three ( 3) original counterpart executed copies of this Agreement signed by the authorized representative( s) of each Developer.

19. Counterpart Originals. This Agreement may be executed by the City and the Developers in multiple counterpart originals, all of which together shall constitute a single agreement.

20. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties regarding the subject matters of this Agreement.

21. No Third -Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the City and the Developers.

Venue shall lie in the state and federal courts of Orange County, California.

23. Waivers; Amendments. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this 55414. 00701\ 34349345. 7
Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the City or the Developers, unless made in writing and executed by both the City and the Developers.

24. Construction. Headings at the beginning of each section and sub -section of this Agreement are solely for the convenience of reference of the City and the Developers and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the City or the Developers, but rather as if both the City and the Developers prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which the City or any of the Developers is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City.

24. Attorneys' Fees. If either Party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words " reasonable attorneys' fees" mean and include, in the case of either Party, salaries and expenses of the lawyers working for or employed by such Party allocated on an hourly basis) to the extent they provide legal services to such Party in connection with the representation of that Party in any such matter.

Signatures on following page]
55414. 00701\ 34349345. 7

THE CITY OF STANTON

EXCLUSIVE NEGOTIATION AGREEMENT
Tina Pacific)
IN WITNESS WHEREOF, the City and the Developers have executed this Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below.

Dated:

DEVELOPERS:

M
In
CITY:

THE CITY TANT N
By:

Jara rand
City Manager
55414. 00701 \34349345. 7

THE CITY OF STANTON

Dated:

ATTEST:
0 City Clerk
55414. 00701\ 34349345. 7
DEVELOPERS:
21 0
CITY:

THE CITY OF STANTON
IS

THE CITY OF STANTON

DEVELOPERS:

Dated:

CITY:

THE CITY OF STANTON
M
Dated:

ATTEST:

By:

City Clerk
55414. 00701\ 34349345. 7

THE CITY OF STANTON

DEVELOPERS:

Dated: By:

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CIG S) eA lrgk R,N+ Co., LLeDated:
0 CITY:

THE CITY OF STANTON
Dated:

ATTEST:
0 City Clerk
95414. 00701 34349749. 7
APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By: 44—
City Attorney
55414. 00701\ 34349345. 7
EXHIBIT " A"
TO

NEGOTIATION AGREEMENT
Property Legal Description
Real property in the City of Stanton, County of Orange, State of California, described as follows:

PARCEL 1: ( APN: 126- 481- 15)
LOT 1 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2: ( APN: 126- 481- 14)
LOT 2 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 3: (APN: 126-481- 13)
LOT 3 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 4: ( APN: 126- 481- 12)
LOT 4 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 5: ( APN: 126- 481- 11)
LOT 5 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 6: ( APN: 126- 481- 10)
LOT 6 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 7: ( APN: 126- 481- 09)
LOT 7 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 8: ( APN: 126- 481- 08)
LOT 8 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND 37 OF MISCELLANEOUS

EXHIBIT A
55414. 00701\ 34349345. 7
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 9: ( APN: 126- 481- 07)
LOT 9 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 9A AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 12' 56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46' 04" WEST 25 FEET; THENCE NORTH
890 13' 56" EAST 24. 20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY

LINE OF SAID LOT,
THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228 FEET FROM

SAID POINT THENCE
SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 120 20' 42" THENCE SOUTH 00 46' 04" EAST 7. 50

FEET TO THE
SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70
FEET TO THE TO THE POINT OF BEGINNING.

PARCEL 10: ( APN: 126- 481- 06)
LOT 10 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF ORANGE COUNTY.

EXCEPT THEREFROM THE OIL, GAS, MINERALS, AND OTHER HYDROCARBON

SUBSTANCES LYING
BELOW THE SURFACE OF SAID LAND. AS PROVIDED IN DEEDS OF RECORD.

PARCEL 11: ( APN: 126- 481- 05)
LOT 11 OF TRACT NO. 4208 IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXHIBIT A
55414. 00701\ 34349345. 7
PARCEL11A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 13' 56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 00 46' 04" WEST 25.00 FEET; THENCE
NORTH 890 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228. 00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 20' 42"
THENCE SOUTH 00 46' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH
890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO THE POINT OF BEGINNING.

PARCEL 12: ( APN: 126- 481- 04)
LOT 12 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 12A:AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPTING THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89013' 56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 00 46' 04" WEST 25. 00 FEET; THENCE
NORTH 890 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228. 00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 20' 42"
THENCE SOUTH 00 46' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID

EXHIBIT A
55414. 0070134349345. 7
LOT; THENCE SOUTH
890 13' 56" WEST ALONG SAID BOUNDARY LINE 70. 00 FEET TO THE POINT OF BEGINNING.

PARCEL 13: ( APN: 126- 481- 03)
LOT 13, TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE OF

CALIFORNIA, AS PER
MAP RECORDED IN BOOK 172, PAGE 36 AND 37 OF MISCELLANEOUS MAPS, IN

THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON

SUBSTANCES, LYING
BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID PROPERTY, BUT

WITH NO RIGHT OF

SURFACE ENTRY, WHERE THEY HAVE BEEN PREVIOUSLY RESERVED IN INSTRUMENTS OF RECORD.

PARCEL 13A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM, THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON, NORTH 8901356" EAST 226. 73 FEET
FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0°4604" WEST 25. 00 FEET;

THENCE NORTH
89013'56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE

OF SAID LOT, THE
RADIUS POINT OF WHICH BEARS NORTH 26018' 53" EAST 228. 00 FEET FROM SAID POINT; THENCE
SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12020' 42" THENCE
SOUTH 0046' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 89013' 56"
WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 14: ( APN: 126- 481- 02)
LOT 14 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 TO 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 14A:

EXHIBIT A
55414. 00701\ 34349345. 7
AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TACT NO. 4208, AS PER

MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 13' 56" EAST 226. 73FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46' 04" WEST 25. 00 FEET; THENCE
NORTH 890 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 20' 42"
THENCE SOUTH 00 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH
890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 15: ( APN: 126- 481- 01)
LOT 15 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 15A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER

MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPTING THEREFROM THE FOLLOWING:

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 20' 42"
THENCE SOUTH 00 46' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH

EXHIBIT A
55414. 00701134349345. 7
890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO THE POINT OF BEGINNING.

PARCEL 16: ( APN: 126- 481- 29)
LOT 16 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MAPS, IN THE

OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

PARCEL 17: (APN: 126-481- 28)
LOT 17 OF TRACT 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS
MAPS, AS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 18: ( APN: 126-481- 27)
LOT 18 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM; ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL

RIGHTS, AND OTHER

HYDROCARBONS SUBSTANCES BY WHATEVER NAME KNOWN, TOGETHER WITH

APPURTENANT RIGHTS

THERETO, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF

SAID LAND NOR ANY
PORTION OF THE SUBSURFACE LYING ABOVE A DEPTH OF 500 FEET, AS

EXCEPTED OR RESERVED IN
INSTRUMENTS OF RECORD.

PARCEL 19: ( APN: 126-481- 26) LOT 19 OF TRACT NO. 4208, IN THE CITY OF

STANTON, COUNTY OF ORANGE, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 20: (APN: 126- 481- 25)
LOT 20 OF TRACT 4208, IN THE CITY OF STANTON

OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 172, PAGE(S) 36

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXHIBIT A
55414. 00701\ 34349345. 7

COUNTY OF ORANGE, STATE
AND 37 OF MISCELLANEOUS

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 21: ( APN: 126- 481- 24)
LOT 21 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 OF 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 22: ( APN: 126- 481- 23)
LOT 22 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 23: ( APN: 126- 481- 22)
LOT 23 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MAPS, IN THE

OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY,

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 24: ( APN: 126- 481- 21)
LOT 24 OF TRACT NO. 4208 IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 MISCELLANEOUS

MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 24A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208 IN THE

EXHIBIT A
55414. 00701174349345. 7

CITY OF STANTON

COUNTY OF ORANGE STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37

OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING AT THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 13' 56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT THENCE NORTH 00 48' 04" WEST 25. 00

FEET THENCE
NORTH 890 13' 56" EAST 24. 20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228.00 FEET

FROM SAID POINT
THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 20' 42"
THENCE LOT THENCE SOUTH 00 46' 04" EAST 7. 50 FEET TO THE

SOUTHEASTERLY LINE OF SAID LOT
THENCE SOUTH 890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO

THE POINT OF
BEGINNING.

PARCEL 25: ( APN: 126- 481- 20)
LOT 25, OF TRACT NO. 4208, IN THE CITY OF STANTON, AS PER MAP RECORDED IN BOOK 172, PAGES
36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 25A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGE ( S) 36 AND
37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 26: (APN: 126-481- 19)
LOT 26 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

EXHIBIT A
55414. 00701 \ 34349345. 7
PARCEL 27: ( APN: 126- 481- 18)
LOT 27 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE( S) 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 27A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGE ( S) 36 AND
37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 13' 56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT, THENCE NORTH 0°46'04" WEST 25.00 FEET; THENCE
NORTH 89013' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228. 00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12020' 42"
THENCE SOUTH 0046'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT;

THENCE SOUTH
89013'56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 28: ( APN: 126- 481- 17)
LOT 28 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37, OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 29: ( APN: 126- 481- 16)
LOT 29 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 29A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER

MAP RECORDED IN

EXHIBIT A
55414. 00701134349345. 7
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER
OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 13' 56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46' 04" WEST 25. 00 FEET; THENCE
NORTH 890 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228. 00 FEET

FROM THE SAID
POINT; THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A

CENTRAL ANGLE OF
120 20' 42" THENCE SOUTH 00 46' 04" EAST 7. 05 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH 890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO

THE POINT OF
BEGINNING.

PARCEL 30: ( APN: 126- 482- 15)
LOT 30, TRACT 4208 SHOWN ON A MAP THEREOF RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 31: ( APN: 126- 482- 14)
LOT 31 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 31A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE CITY OF STANTON.

COUNTY OF ORANGE. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 13' 56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46' 04" WEST 25. 00 FEET; THENCE
NORTH 890 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE

EXHIBIT A
55414. 00701\ 34349345. 7

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS OF WHICH BEARS NORTH 26° 18' 53" EAST 228. 00 FEET FROM SAID POINT: THENCE
SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 20' 42" THENCE
SOUTH 00 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 890 13' 56"
WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 32: ( APN: 126- 482- 13)
LOT 32 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 32A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,

COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37

OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228. 00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 120 20' 42"
THENCE SOUTH 00 46' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH
890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO THE POINT OF BEGINNING.

PARCEL 33: ( APN: 126- 482- 12)
LOT 33 OF TRACT NO. 4208, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF MISCELLANEOUS, IN

THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.

PARCEL 34: ( APN: 126- 482- 11)

EXHIBIT A
55414. 00701134349345. 7
LOT 34 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF MAPS, IN THE

OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS, BELOW A DEPTH OF 500

FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF RECORD.

PARCEL 35: ( APN: 126- 482- 10)
LOT 35 OF TRACT 4208 AS PER MAP RECORDED IN BOOK 172 PAGES 36- 37, OF

MISCELLANEOUS MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 36: ( APN: 126- 482- 09)
LOT 36 OF TRACT NO. 4208, IN THE CITY OF STANTON, AS SHOWN ON A MAP

RECORDED IN BOOK
172, PAGE( S) 36 AND 37, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE

COUNTY RECORDER OF
SAID COUNTY.

PARCEL 37: ( APN: 126-482- 08)
LOT 37 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF MISCELLANEOUS

MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON

SUBSTANCES, LYING
BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY.

PARCEL 37A:

AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT 41 OF TRACT NO. 4208, IN THE CITY
OF STANTON, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE FOLLOWING:

BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89 DEGREE 13 MINUTES 56
SECONDS EAST 226. 73 FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0 DEGREE 46
MINUTES 04 SECONDS WEST 25 FEET; THENCE NORTH 89 DEGREE 13 MINUTES 56 SECONDS EAST

EXHIBIT A
55414. 00701\ 34349345. 7

24. 20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE OF SAID LOT,

THE RADIUS POINT
OF WHICH BEARS NORTH 26 DEGREE 18 MINUTES 53 SECONDS EAST 228. 00 FEET FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 12
DEGREE 20 MINUTES 42 SECONDS; THENCE SOUTH 0 DEGREE 46 MINUTES 04 SECONDS EAST 7. 50
FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 29 DEGREE 13 MINUTES 56 SECONDS
WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.

PARCEL 38: ( APN: 126- 482- 07)
LOT 38 OF TRACT NO. 4208 IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172 PAGE( S) 36 AND 37 OF MISCELLANEOUS

MAPS FILED IN THE
OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY.

PARCEL 39: ( APN: 126- 482- 06)
LOT 39 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 40: ( APN: 126- 482- 05)
LOT 40 OF TRACT NO. 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE,

STATE OF CALIFORNIA,
AS SHOWN ON A MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF

MISCELLANEOUS MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXHIBIT A
55414. 00701\ 34349345. 7
EXHIBIT " B"
TO

NEGOTIATION AGREEMENT
Townhome Housing Development Description
To Be Attached Behind This Cover Page]
55414. 00701\ 34349345. 7
EXHIBIT " C
TO

NEGOTIATION AGREEMENT
Multifamily Housing Development Description
To Be Attached Behind This Cover Page]
55414. 00701134349345. 7
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MILESTONE SCHEDULE
Exclusive Negotiation Agreement Timeline
55414. 00701134349345 . 7
Within 90 Das of Effective Date 2021 of ENA
Initial Pro Forma Submit initial pro forma for the proposed development.

Housing;
Developments.

Submit Housing Development construction schedule for the proposed development.

Due Diligence Provide written determination of property' s physical suitability for develo ment'
Preliminary
Housing
Submit site plans and elevations. Submit all relevant applications and fees.

Within 30 Days of Receipt of Preliminary Housing Developments Submittal, Plan Review Staff reviews plans for compliance with applicable codes and:
reaulations letter
Within 15 days of Receipt of Staff's Review
Revised Site
PlAns
Submit revised site plans and elevations
Within 15 days of Receipt
2nd Plan Review Staff reviews plans for compliance with applicable codes andl regulations; letter
Within 150 Days of Effective Date of ENA
Revised!
Proforma and
Submit refined proforma and development schedule based on revised site plans,
Market Study Submit a market study containing a forecast of regional and local! real estate
Development
Partners!
Submit letter identifying investment partners.;
Funding;
Pa tners and,
Submit letter identifying lenders and proof of ability to obtain. financing.

Draft DDA Complete negotiations and draft Disposition and Development Final Revisions Finalize revisions to development proposal and all relevant materials.

Within 180 Days of Effective Date of ENA
City Council
Hearing;
Present development proposal and DDA to City Council for final review and approval.,
55414. 00701134349345 . 7
Date:
lylay 12, 2022
Todd Cottle
Principal
C&C Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
714-269-8848
[email protected]
Dear Todd,
•
•
•
7800 Katella Avenue
Stanton, CA 90680
PI (714) 379-9222
FI (714) 890-7443
[email protected]
Stanton CA.gov
My ability to provide extensions to individual milestone dates may be implicit in the ENA, but what is explicit is our ability to mutually agree to extend the Negotiation Period twice by 90 days each. I would propose that we exercise the first of our two 90-day extension periods, which would have the effect of moving all of the milestone dates in the Schedule of Performance, including your submittal of the initial pro forma by 90 days.

Please indicate your agreement by signing below.

Si
.
nc�
-
r�
-
1 � C
.c::· . . ... . :_J � ......
,.

Ja�·d. Hildenbrand
City Manager
Agree to and accepted by:

C&C Development
By: Todd Cottle
Its: Authorized Signatory
National Community Renaissance of California
By: Michael Ruane
':%,President
Brandywine Acquisitions Group, a California limited liability company By: Brett Whitehead
Its: Chief Executive Officer
Community Pride & Forward Vision
Attachment: D
Click here to return to the agenda.

Date:

December l, 2022
Todd Cottle
Principal
C&C Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
Michael Ruane
Executive Vice
President
National Community
Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga ,
CA91730
Alex Hernandez
President/
Homebuilding Division
Brandywine
Acquisitions Group,
LLC
l5680Aston
Irvine, CA 92606
To Whom It May Concern,
7800 Katella Avenue
Stanton, CA 90680
P I (714) 379-9222
FI (714) 890-1443
[email protected]
StantonCA.gov
The City received a request to extend the Exclusive Negotiation Agreement ("ENA"), dated December 14, 2021, by and between the City of Stanton, Brandywine Acquisitions Group, LLC, C&C Development Company, and National Community Renaissance of California. The ENA became effective on February 15, 2022.

As you know , the City has extended the ENA, once, to November 12, 2022, and hereby agrees to extend the ENA a second time, through February 10, 2023. These extensions are authorized under section 3(b) of the ENA. The City also hereby confirms that it has received the additional $15,000 in deposits from the developers, pursuant to section 2(b) of the ENA. Please indicate your agreement to this extension by signing below.

The City looks forward to continuing to work with you. If you have any questions, please feel free to contact me.

Sincerely,
Hannah
at��
Shin-Heydorn
�
City Manager
Agreed to and accepted by:

C&C Development
By: Todd Cottle
Its: Principal
,
National Community Renaissance of California
By: Michael Ruane
Its: Executive Vice President
Brandywine Acquisitions Group, LLC
By: Alex Hernandez
Its: President/ Homebuilding Division
Community Pride & Forward Vision
Attachment: E
Click here to return to the agenda.

Date:

December 1, 2022
Todd Cottle
Principal
C&Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
Michael Ruane
Executive Vice
President
National Community
Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga,
CA 91730
Alex Hernandez
President/
Homebuilding Division
Brandywine
Acquisitions Group,
LLC
15680 Aston_,
Irvine, CA 92606
7800 Katella Avenue
Stanton, CA 90680
P 1( 714) 379- 9222
F 1 ( 714) 890- 1443
Stanton © Sta nto nCAg ov
StantonCA. gv
To Whom It May Concern,
The City received a
request to extend the Exclusive Negotiation Agreement
ENA"), dated December 14, 2021, by and between the City of Stanton, Brandywine Acquisitions Group, LLC, C&Development Company, and National Community Renaissance of California. The ENA became effective on February 15, 2022:

As you know, the City has extended the ENA, once, to November 12, 2022, and hereby agrees to extend the ENA a second time, through February 10, 2023. These extensions are authorized under section 3(b) of the ENA. The City also hereby confirms that it has received the additional $ 15, 000 in deposits from the developers, pursuant to section 2(b) of the ENA. Please indicate your agreement to this extension by signing below.

The City looks forward to continuing to work with you. If you have any questions, please feel free to contact me.

Sincerely,
Hannah Shin- Heydorn
City Manager
Agreed to and accepted by:

C&Development
By: Todd Cottle
Its: Principal
National Community Renaissance of California
By: Michael Ruane
Its: Executive Vice President
Brandywine Acquisitions Group, LLC
By: Alex Hernandez
Its: President/ Homebuilding Division
Community Pride & Forward Vision
Date:

CITY OF STANTON
DEC - 8 2022

OFFICE OF THE CITY MANAGER
To Whom It May Concern,
7800 Katella Avenue
Stanton, CA 90680
P1 ( 714) 379- 9222
F 1 ( 714) 890- 1443
Stanton@Sta nton CA. gov
StantonCA. gv
The City received a
request to extend the Exclusive Negotiation Agreement
ENA"), dated December 14, 2021, by and between the City of Stanton, Brandywine Acquisitions Group, LLC, C&Development Company, and on
National
Februaryl5,
Community
2022.

Renaissance of California. The ENA became effecxiv_ e
As you know, the City has extended the ENA, once, to November 12, 2022, and hereby agrees to extend the ENA a second time, through February 10, 2023. These extensions are authorized under section 3(b) of the ENA. The City also hereby confirms that it has received the additional $ 15, 000 in deposits from the developers, pursuant to section 2(b) of the ENA. Please indicate your agreement to this extension by signing below.

The City looks forward to continuing to work with you. If you have any questions, please feel free to contact me.

Sincerely,
Hannah Shin- Heydorn
City Manager
Agreed to and accepted by
C&Development
By Todd Cottle
Its: Principal
National Community Renaissance of California
By. Michael Ruane
Its: Executive Vice President
Brandywine Acquisitions Group, LLC
By: Alex Hernandez
Its: President/ Homebuiiding Division
Community Pride & Forward Vision
Date:

December 1, 2022
Todd Cottle
Principal
C&Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
Michael Ruane
Executive Vice
President
National Community
Renaissance of
California
9421 Haven Avenue
Rancho Cucamonga,
CA 91730
Alex Hernandez
President/
Homebuilding Division
Brandywine
Acquisitions Group,
LLC
15680 Aston
Irvine, CA 92606
7800 Katelia Avenue
Stanton, CA 90680
P 1 ( 714) 379- 9222
F1 (714) 890- 1443
Stanton© stantonCA. gov
StantonCA. gv
To Whom It May Concern,
The City received a
request to extend the Exclusive Negotiation Agreement
ENA"), dated December. 14, 2021, by and between the City of Stanton, Brandywine Acquisitions Group, LLC, C&Development Company, and NationaLCommunity Renaissanre nf_ Califomia._' he- ENAbecam- - : - ' on February 15, 2022.

As you know, the City has extended the ENA, once, to November 12, 2022, and hereby agrees to extend the ENA a second time, through February 10, 2023. These extensions are authorized under section 3(b) of the ENA. The City also hereby confirms that it has received the additional $ 15, 000 in deposits from the developers, pursuant to section 2(b) of the ENA. Please indicate your agreement to this extension by signing below.

The City looks forward to continuing to work with you. If you have any questions, please feel free to contact me.

Sincerely,
atfnJt
V
Hannah Shin- Heydorn
City Manager
Agreed to and accepted by:

C&Development
By: Todd Cottle
Its: Principal
National Community Renaissance of California
Michael Ruane
Executive Vice President
ndywine Acquisitions Group, LLC
y Alex Hernandez
Its: President/ Homebuilding Division
Community Pride & Forward Vision

CITY OF STANTON

REPORT TO THE

CITY COUNCIL AND STANTON HOUSING AUTHORITY
TO: Honorable Mayor and Members of the City Council and Chairman and Housing Authority Members
DATE: January 24, 2023
SUBJECT: CONSIDERATION OF EXTENSION OF THE EXCLUSIVE

NEGOTIATION AGREEMENT WITH BRANDYWINE ACQUISITIONS

GROUP, C&C DEVELOPMENT COMPANY, AND NATIONAL

COMMUNITY RENAISSANCE OF CALIFORNIA REGARDING THE

TINA-PACIFIC DEVELOPMENT PROJECT
REPORT IN BRIEF:

The City Council and Housing Authority will consider extending the Exclusive Negotiation Agreement (ENA) with Brandywine Acquisitions Group, C&C Development Company, and National Community Renaissance of California for the Tina Pacific Project for an additional 180 days to allow for additional time to negotiate a disposition and development agreement and any other necessary agreements.

RECOMMENDED ACTIONS:

1. City Council and Housing Authority find that this item is not subject to California Environmental Quality Act (“CEQA”) pursuant to Sections 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment); and

2. Approve extension of the ENA and authorize the City Manager/Executive Director to execute the First Amendment to the ENA.

BACKGROUND:

At its joint meeting of December 14, 2021, the City Council and the Housing Authority Board approved an ENA with Brandywine Acquisitions Group (Brandywine), C&C Development Company (C&C), and National Community Renaissance of California (National Core, and collectively, the “Developers”) for the Tina Pacific Project (Attachment 1). The ENA was for an initial term of 180 days (Attachment 2) and was Attachment: F
Click here to return to the agenda.
extended an additional 90 days by the City Manager/Executive Director on May 12, 2022 through November 12, 2022 (Attachment 3), and on December 1, 2022 through February 10, 2023 (Attachment 4), as authorized by the ENA.

With the most recent extension set to expire on February 10, 2023, staff is requesting the City Council/Housing Authority Board approve a final extension of 180 days to allow for the completion of project negotiations and presentation of a finalized draft of the DDA and Purchase and Sale Agreement to the Council.

ANALYSIS AND JUSTIFICATION:

Since the execution of the original ENA, the Developers and City staff have worked diligently to advance the project. Should the requested 180-day extension be approved, the Developers and City staff will work to finalize the following deliverables:
• Time schedule and cost estimates for the development of each housing development.
• Financing plan for all private and public improvements proposed for each housing development.
• A preliminary financial analysis and market study, including a comprehensive cost-benefit analysis to the City.
• Preliminary/conceptual project plans, including site, floor, landscape, and elevation plans.
• All required development applications, including any General Plan amendments (including zoning changes), specific plan amendments, conditional use permits, and other project-specific entitlements.
• (For the multifamily housing development) List of potential users or tenants and anticipated lease rate for the multifamily units to be developed. • (For the townhome housing development) Anticipated sales prices for the townhomes to be developed.
• (For the multifamily housing development) Plan to provide asset management services upon sale of the Property.

FISCAL IMPACT:

Pursuant to the proposed First Amendment to the ENA, the City shall receive from each of the Developers ten thousand dollars ($10,000) in immediately available funds as initial deposits to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during the negotiation period.

ENVIRONMENTAL IMPACT:

In accordance with the requirements of the California Environmental Quality Act (CEQA), this item is not subject to CEQA pursuant to Sections 15378(b)(5)(Organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment).

PUBLIC NOTIFICATION:

Public notification provided through the regular agenda process.

LEGAL REVIEW:

The City Attorney has prepared the attached First Amendment to ENA and approved it as to form.

STRATEGIC PLAN OBJECTIVE ADDRESSED:

Obj. 3:Provide a quality infrastructure.

Obj. 5:Provide a high quality of life.

Obj. 6:Maintain and promote a responsive, high-quality, and transparent government.

Prepared by: Hannah Shin-Heydorn, City Manager
Fiscal Impact Reviewed by: Michelle Bannigan, Finance Director Approved by: Hannah Shin-Heydorn, City Manager
Attachments:

A. December 14, 2021 Staff Report
B. Original ENA
C. ENA First Extension
D. ENA Second Extension
E. First Amendment to ENA
1 CITY OF STANTON

JOINT REPORT TO THE CITY COUNCIL AND

HOUSING AUTHORITY
TO: Honorable Mayor and City Council and Housing Authority Board of Directors DATE: December 14, 2021
SUBJECT: CONSIDERATION OF EXCLUSIVE NEGOTIATION AGREEMENT WITH

BRANDYWINE HOMES, C&C DEVELOPMENT, AND NATIONAL CORE

REGARDING THE TINA-PACIFIC DEVELOPMENT PROJECT
REPORT IN BRIEF:

RECOMMENDED ACTION:

1. City Council declare that this item is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sections 15060(c)(2) and 15060(c)(3); and

3. Authorize the City Manager to execute the Exclusive Negotiating Agreement.

BACKGROUND:

Attachment: A
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2 Assembly Bill 1486 (Surplus Land Act) (the “Act”), which was signed by the Governor in October 2019 and took effect January 1, 2020, amended the process governing the disposition of surplus land. The focus of the Act is to incentivize the creation of housing and/or parks on both State- and City- owned surplus property. At its regular October 27, 2020 meeting, City Council declared its 31-parcel Tina-Pacific Neighborhood property (Property) as surplus. On November 18, 2020, pursuant to State law, staff issued a Notice of Availability (NOA) to both the State Housing and Community Development Department (HCD) and all housing developers entitled to notice under the Act. The NOA included information about the Property, development standards, and the City’s goals and vision for the development.

ANALYSIS/JUSTIFICATION:

Upon mutual written agreement of the City Manager and all Developers, the ENA may be extended for an additional ninety days, up to a maximum of two consecutive extensions.

FISCAL IMPACT:

ENVIRONMENTAL IMPACT:

LEGAL REVIEW:

The City Attorney has reviewed the attached Exclusive Negotiation Agreement and approved it as to form.

STRATEGIC PLAN OBJECTIVE(S) ADDRESSED:

3. Provide a quality infrastructure.

5. Provide a high quality of life.

6. Maintain and promote a responsive, high-quality, and transparent government.

PUBLIC NOTIFICATION:

Public notice for this item was made through the regular agenda process.

A. Exclusive Negotiation Agreement

THE CITY OF ST ANTON

EXCLUSIVE NEGOTIATION AGREEMENT
(Tina Pacific)
THIS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is dated as of �1emkl1/, 2021, for reference purposes only, and is entered into by and between the City of Stanton, a California municipal corporation ("City"), on the one hand; and Brandywine Acquisitions Group, a California limited liability company ("Brandywine"), C&C Development Co., a California Limited Liability Company ("C&C"), and National Community Renaissance of California, a California nonprofit public benefit corporation ("National Core"), on the other hand, to provide a specified period of time to attempt to negotiate a disposition and development agreement. C&C and National Core are sometimes collectively referred to herein as the "Multifamily Developers," and C&C, National Core and Brandywine are sometimes collectively referred to herein as the "Developers." The City and the Developers are sometimes referred to in this Agreement, individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"):

RECITALS
A. The City is the owner of that approximately 10 acres of real property located in the Tina Pacific neighborhood of the City (APN 126-481-01 through 29 and 126-126- 482-05 through 15), including portions of Tina Way and Pacific Avenue, more specifically described in Exhibit A ("Property"); and
B. The City has an interest in developing the Property, and Developers submitted the following two-part development proposal through the procedure set forth in the Surplus Land Act (Government Code section 54220 et seq.) (the "Surplus Land Act"); and
C. Brandywine has proposed the redevelopment of a portion of the Property (the "Townhome Site") with a minimum of 116 market rate ownership townhomes, as generally depicted in the conceptual site plan attached to this Agreement as Exhibit B and incorporated into this Agreement by this reference (the "Townhome Housing Development"); and
D. The Multifamily Developers have proposed the redevelopment of a portion of the Property (the "Multifamily Site") with a minimum of 108 affordable multi-family rental apartments, as generally depicted in the conceptual site plan attached to this Agreement as Exhibit C and incorporated into this Agreement by this reference (the "Multifamily Housing Development" and together with the Townhome Housing Development, the "Housing Developments"); and
E. The intent of the City and the Developers in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding one or more future agreements between the City and the Developers governing the potential acquisition of 55414.0070 I \34349345.7
Attachment: B
Click here to return to the agenda.
the Property by the Developers and development of the Townhome Housing Development by Brandywine on the Townhome Site and development of the Multifamily Housing Development by the Multifamily Developers on the Multifamily Site, all subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future disposition and development agreement (the "ODA") and such other agreements as the parties determine; and F. The Parties all intend that, under the ODA and other agreements, 45% of the units produced by the Housing Developments on the Property will be affordable housing units, which number will exceed the requirements of the Surplus Land Act, but the Multifamily Developers would not have any obligations with respect to the Townhome Housing Development or acquire any interest in the Townhome Site, and Brandywine would not have any obligations with respect to the Multifamily Housing Development or retain any interest in the Multifamily Site (the Townhome Site and Multifamily Site are collectively referred to herein as the "Sites").

NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY

RELATING TO THE SALE AND DEVELOPMENT OF THE SITES AND THE PROMISES

OF THE CITY AND THE DEVELOPERS SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPERS AGREE, AS FOLLOWS:

1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference.

2. Deposits.
(a) Concurrent with the Developer's execution of this Agreement, Brandywine and the Multifamily Developers shall each provide to the City a deposit in the amount of Twenty-Five Thousand Dollars ($25,000) in immediately available funds (the "Initial Deposits") to ensure that each Developer will proceed diligently and in good faith to fulfill their respective obligations under this Agreement during the Negotiation Period (as defined in Section 3(a)), as part of the consideration for the City's agreement not to negotiate with other persons during the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during the Negotiation Period, pursuant to this Agreement. The City shall charge all reasonable outof-pocket third-party costs (including consultant fees and attorneys' fees associated with review and implementation of this Agreement or preparing the DOA and other agreements) against the Initial Deposits (and Extension Deposits pursuant to Section 2(b) below, as applicable). At the termination of this Agreement, any remaining funds shall, at each Developer's option, either be applied to the purchase price or returned to the applicable Developer. The Developers acknowledge that the Initial Deposits (and any Extension Deposits, pursuant to Section 2(b) below) shall be in addition to those fees and expenses required by the City for any permit, other required entitlement or Housing Developments processing. A portion of each Initial Deposit in an amount equal to One Hundred Dollars ($100) shall immediately become non-refundable upon each Developer's transfer of their respective Initial Deposit to the City under this Agreement as 55414.00701 \34349345.7
consideration for the City's agreement not to negotiate with other persons during the Negotiation Period.
(b) Upon each extension of the Negotiation Period occurring pursuant to the provisions of Section 3(b), if any, the Developers shall provide to the City an additional deposit of Five Thousand Dollars ($5,000) in immediately available funds on the first day of any extension of the Negotiation Period occurring pursuant to the provisions of Section 3(b) (each, an "Extension Deposit"). Each Extension Deposit is intended to ensure that the Developers will proceed diligently and in good faith to fulfill their obligations under this Agreement during any extension of the Negotiation Period, as part of the consideration for the City's agreement not to negotiate with other persons during any such extension of the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developers during any such extension of the Negotiation Period, pursuant to this Agreement. Al the termination of this Agreement, any remaining funds from an Extension Deposit shall be refundable to the applicable Developer as provided in Section 2(a), above.

3. Term of Agreement.
(a) The rights and duties of the City and the Developers established by this Agreement shall commence on the first date on which all of the following have occurred (the "Effective Date"): (1) payment of the Initial Deposits to the City by the Developers, in accordance with Section 2(a); and (2) delivery of a City Council-approved fully executed version of this Agreement to the Developers, the exact date of which shall be mutually agreed to by the Parties promptly after the Developers' receipt of the fully executed Agreement from the City as evidenced in writing signed by their respective authorized representatives. The City shall deliver a fully executed counterpart original of this Agreement to the Developers within ten (10) calendar days following the City Council's approval of this Agreement, if approved, and the execution of this Agreement by the authorized representative(s) of the City. This Agreement shall continue in effect for a period of One Hundred Eighty (180) consecutive calendar days immediately following the Effective Date ("Negotiation Period"), subject to the limitations of Section 3(b). (b) The Negotiation Period may be extended upon the mutual written agreement of the City's City Manager and all Developers for no more than two (2) additional consecutive Ninety (90) calendar day periods. Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Negotiation Period exceed Three Hundred Sixty (360) consecutive calendar days from the Effective Date.
(c) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period, unless, prior to that time, both the City and the Developers approve and execute a DOA acceptable to both the City and the Developers, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DOA.
554 l 4.00701\34349345.7

4. Obligations of Developers. During the Negotiation Period, and pursuant to the attached Milestone Schedule (Exhibit D), Developers shall proceed diligently and in good faith to develop and present to City staff and, subsequently, to the City Council, for review, all of the following, with respect to such Developer's proposed Housing Development:
(a) A proposed complete conceptual development plan for such Developer's Housing Development on the applicable Site that describes and depicts: (1) the location and placement of proposed buildings; and (2) the architecture and elevations of the proposed buildings;
(b) Proposed zoning change or changes to the City's General Plan, if any, necessary to accommodate such Developer's Housing Development on the applicable Site;
(c) For the Multifamily Housing Development, a list of potential users or tenants and anticipated lease rates for the multifamily units, as developed in the Multifamily Housing Development;
(d) For the Townhome Housing Development, anticipated sales prices for the townhomes to be developed in the Town home Housing Development; (e) A proposed plan for the Multifamily Developers to provide asset management services to supervise the current management company that manages the units currently owned by the City I Housing Authority, to commence upon the sale of the Property;
(I) A proposed plan to relocate existing tenants and occupants in compliance with the California Relocation Assistance Act (Government Code section 7260 et seq.);
(g) A proposed time schedule and cost estimates for the development of each Housing Development;
(h) A proposed financing plan identifying financing sources for all private and public improvements proposed for each Housing Development; and (i) A preliminary financial analysis demonstrating the costs and benefits to the City regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by each Housing Development.

5. Negotiation of ODA.
(a) During the Negotiation Period, the City and each Developer shall proceed diligently and in good faith to negotiate a ODA or other agreement for its Housing Development. The City and each Developer shall generally cooperate with each other and supply such available documents and information as may be reasonably requested 55414.00701 \34349345.7
by the other to facilitate the conduct of the negotiations. The City and the Developers shall exercise commercially reasonable efforts to complete discussions relating to the terms and conditions of the DOA and other agreements, and such other matters, as may be mutually acceptable to both the City and the Developers, in their respective sole discretion. The exact terms and conditions of the DOA and other agreements, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or any Developer that a mutually acceptable ODA or other agreement will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive ODA or other agreement in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DOA or other agreement that may be negotiated by City staff and any Developer will be approved by the City's governing body. The Developers acknowledge and agree that the City's consideration of any ODA or other agreement is subject to the sole and absolute discretion of the City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law, including, without limitation, all required environmental review. (b) Based upon Developers' proposals, the Parties have come to a tentative agreement on the following terms, subject to future negotiation during the Negotiation Period:
(i) Each Developer shall assist the City in developing and implementing plans to relocate existing tenants and residents on the applicable Site; (ii) Each Developer shall pursue and obtain entitlements for its respective Housing Development prior to the close of escrow; (iii) To the extent feasible and legal, the City agrees to expedite the processing of the entitlements including CEQA;
(iv) The City accepts the density, product and design presented to City Council on August 24, 2021, with the modifications requested by the City Council, including, without limitation, an agreement between Brandywine (as developer of the Townhome Housing Development) and the Multifamily Developers to construct, to the extent economically feasible, amenities for shared use by residents of both Housing Developments;
(v) The City shall, to the best of its ability, provide the following types of reports and studies prepared for the Property within the past five (5) years:
appraisals or other valuation reports; and environmental reports and studies, without representations regarding such materials;
(vi) The purchase price for sale of the entire Property to Brandywine shall be $22,000,000- to be paid as follows: (A) $17,500,000 in immediately available funds, and (B) sales proceeds from Brandywine's sale of the Multifamily Site to the Multifamily Developers, which is anticipated to be paid through a $4,500,000 land loan 55414.00701 \34349345.7
from the City to the Multifamily Developers, to be repaid by the Multifamily Developers over the course of 55 years (the "Land Loan");
(vii) The City will sell the entire Property to Brandywine, and Brandywine will simultaneously close with the Multifamily Developers for the Multifamily Site;
(viii) At closing, the Multifamily Developers will sign a promissory note for $4,500,000 in favor of the City (the "Multifamily Note"), the City will record a deed of trust against the Multifamily Site (the "Multifamily Deed of Trust" and together with the Multifamily Note and any other documents executed by the Parties in connection with the Land Loan, the "Land Loan Documents"), and the Multifamily Developers will execute a Regulatory Agreement that restricts the Multifamily Site for affordable housing for 55 years (the "Regulatory Agreement");
(ix) The City will not provide any financial assistance of any kind to Brandywine in connection with the Townhome Housing Development and conveyance of the Property;
(x) The City's share of the acquisition and relocation cost for the Property shall be limited to $17,500,000. The Parties shall create a mechanism to incentivize the Multifamily Developers to bring in additional grant funding for the Multifamily Housing Development;
(xi) City will hold hearings and take all required steps to consider the use of eminent domain to acquire privately owned portions of each Site, so that such process could be complete within 18 months of the Effective Date; (xii) If the Multifamily Housing Development is not completed by a dale certain (to be negotiated by the Parties), the Multifamily Note shall be cancelled and title to the Multifamily Site will revert to the City;
(xiii) The City shall, pursuant to section 54230.5(b)(1) of the Surplus Land Act, provide all required notices to the State Department of Housing and Community Development ("HCD") to demonstrate that the City has complied with the Surplus Land Act if, prior to the end of the Negotiation Period, the Parties have finalized a DOA, including any regulatory agreement to be recorded on either Site; (xiv) The Multifamily Developers shall obtain LEED Platinum certification of the Multifamily Housing Development;
(xv) The City will hold hearings and lake all required steps to consider the vacation of portions of Tina Way, Pacific Avenue and alleys, in the City's discretion, as necessary to accommodate the proposed development. Vacated land acquired by the City after the close of escrow for the Property would be provided to the Multifamily Developers at no fee cost to the Multifamily Developers. City will waive all application and permit fees associated with such vacation of land to be included in the 55414.00701 \34349345.7
Multifamily Site; however, the Multifamily Developers shall bear the cost of any relocation of utilities (sewer, water, gas, electric) necessary due to the vacation; and (xvi) The City will process, at its expense, the environmental review for the Housing Developments. Notwithstanding the foregoing, the City retains the absolute sole discretion to (i) modify each transaction, create and enter into transactional documents, and modify each Housing Development as may, in its sole discretion, be necessary to comply with CEQA, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of each Housing Development against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, and/or (iv) determine not to proceed with each Housing Development. No legal obligations will exist unless and until the Parties have negotiated, executed and delivered mutually acceptable agreements based upon information produced from the CEQA environmental review process and on other public review and hearing processes, subject to all applicable governmental approvals.

6. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement.
(a) The qualifications and identity of each of the Developers and their respective principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developers. During the Negotiation Period, no voluntary or involuntary successor-ininterest of the Developers shall acquire any rights or powers under this Agreement, except as provided in Section 6(c).
(b) Each Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (as defined in Section 6(d)) of such Developer, as well as any and all changes in the interest or the degree of Control of such Developer by any such person, of which information such Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of a Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement as to that Developer, without liability to such Developer or any other person and refund any remaining deposit funds provided by such Developer to the pursuant to Section 2(a), above, by sending written notice of termination to such Developer, referencing this Section 6(b).
(c) Each Developer may assign its rights under this Agreement to an Affiliate (as defined in Section 6(d)), on the condition that such Affiliate expressly assumes all of the obligations of such Developer under this Agreement in a writing reasonably satisfactory to the City, and further provided that the original Developer party shall, at all times, Control any such respective Affiliate and be responsible and obligated directly to the City for performance of such Developer's obligations under this Agreement. 554 l 4.00701134349345.7
(d) For the purposes of this Agreement, the term "Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with the applicable Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise.

7. Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, each Party shall diligently review and comment on draft versions of the ODA and other agreements which are provided by the other Party and, if the terms and conditions of such ODA and other agreements are agreed upon between City staff and the Developers, the Developers shall submit the ODA and other agreements, executed by the authorized representative(s) of each Developer which is party to such document, to the City Manager for submission to the City Council for review and approval or disapproval. Any future ODA and other agreements shall consist of terms and conditions acceptable to both the applicable Developer and the City Council, in their respective sole and absolute discretion. (b) During the Negotiation Period, each Developer shall also keep City staff advised on the progress of such Developer in performing its obligations under this Agreement, on a regular basis or as requested by City staff, including, without limitation, having one or more of such Developer's employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Housing Developments and the progress of negotiation of a ODA and other agreements, such that such person(s) can meaningfully respond to City and/or City staff questions regarding the progress of the design and planning of the Housing Developments or the negotiation of a ODA and other agreements, attend both: (1) periodic meetings with City staff, as reasonably scheduled and requested by City staff during the Negotiation Period, and (2) meetings of the City Council or other City commission, when reasonably requested to do so by City staff.

8. Developers to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developers for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to a Site or the Housing Developments or negotiation of a ODA or other agreement that may be undertaken by such Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a ODA or other agreement, a Site or the Housing Developments, shall be the sole responsibility of and undertaken at the sole cost and expense of the applicable Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City.

Each Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and/or the City of any and all applications and other documents and information to be submitted to the City and/or the City by such Developer pursuant to this Agreement or 55414.00701 \34349345.7
otherwise associated with the Developer's Housing Development. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developers in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Sites or the Housing Developments or negotiation of any DDA or other agreement that may be undertaken by the Developers during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or any DDA or other agreement is entered into between the City and the Developers, in the future.

9. City Not to Negotiate With Others. During the Negotiation Period, the City and City staff shall not negotiate with any other person regarding the sale or redevelopment of the Sites. The term "negotiate," as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developers, regardless of how initiated, with respect to the availability of the Sites or that person's redevelopment of the Sites, without the Developers' prior written consent. Developers acknowledge that City may receive and retain unsolicited offers regarding redevelopment of the Sites, but shall not entertain any offer or negotiate with the proponent of any such offer during the Negotiation Period; provided, however, that the City may notify such proponent that it is a party to this Agreement. Developers acknowledge that the City is a public agency and subject to the provisions of the California Public Records Act, Government Code Section 6254, et. seq. (the "PRA"). The City shall use its best efforts to inform Developers of any request for information received pursuant to the PRA with respect to their proposed Housing Developments. If any Developer believes the information requested is confidential, such Developer may pursuant a court order preventing the release of the requested information.

10. Acknowledgments and Reservations.
(a) The City and the Developers agree that, if this Agreement expires or is terminated for any reason, or any future DDA or other agreement is not approved and executed by both the City and the applicable Developers, for any reason, neither the City nor the Developers shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Sites or the redevelopment of the Housing Developments or the Sites; provided, however, that in the event this Agreement terminates, the City shall return to the Developers within ten (10) business days of such termination any and all deposits due to be refunded pursuant to Section 2(a) of this Agreement.
(b) The Developers acknowledge and agree that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developers for the City to convey any estate or interest in the Sites to the Developers or for the City to provide any financial or other assistance to the Developers for redevelopment of the Housing Developments or the Sites. 55414.00701134349345.7
(c) The Developers acknowledge and agree that the Developers have not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Housing Developments may be established between the Developers and the City, but it is understood and agreed between the City and the Developers that the Housing Developments and the redevelopment of the Sites must conform to all City and other applicable governmental development, land use, and architectural regulations and standards. Drawings, plans and specifications for the Housing Developments shall be subject to the approval of the City through the standard development application process for Housing Developments of this nature. Nothing in this Agreement shall be considered approval of any plans or specifications for the Housing Developments or of the Housing Developments themselves by the City.
(e) The City reserves the right to reasonably obtain further available information and data to ascertain the ability and capacity of the Developers to acquire or lease, develop and operate the Sites and/or the Housing Developments. The Developers acknowledge that they may be requested to make certain financial disclosures to the City, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City relating to the potential sale of the Sites and redevelopment of the Housing Developments on the Sites by the Developers and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developers to the extent allowed by law, as determined by the City Attorney.

I I. Nondiscrimination. The Developers shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking their obligations under this Agreement.

12. Limitation on Damages and Remedies.
(a) THE DEVELOPERS AND THE CITY ACKNOWLEDGE THAT IT IS

EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF

DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPERS UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT

UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE

DEVELOPERS WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY THE

CITY, THE DEVELOPERS AND THE CITY AGREE THAT A REASONABLE ESTIMATE OF EACH OF BRANDYWINE'S AND THE MUL Tl FAMILY DEVELOPERS' DAMAGES IN SUCH EVENT IS FIVE THOUSAND DOLLARS ($5,000) (THE "LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY,

THE CITY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE APPLICABLE DEVELOPER(S) AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE

LIQUIDATED DAMAGES AMOUNT SHALL BE EACH DEVELOPER'S SOLE AND 55414.00701\34349345.7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

Initials of Authorized
Representative of City
Initials of Authorized
Representative of Brandywine
Initials of Authorized Initials of Authorized
Representative of National Core Representative of C&C
(b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION .OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

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.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414 00701\34349345.7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

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.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414.00701 \34349345.7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

Initials of Authorized
Representative of ty
Initials of Authorized
Representative of Brandywine
Initials of uthorized Initials of Authorized
Representative of National Core Representative of C&C
(b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

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.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414.00701\34349345. 7

EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.

Initials of Authorized
Representative of City
Initials of Authorized
Rep�z
of Brandywine
Initials of Authorized Initials of Authorized
Representative of National Core Representative of C&C
(b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF

IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,

MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.

ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH

DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

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.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND

EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY

FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR

EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT

RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH

RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL

OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL)

OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND

REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12.
55414.00701134349345.7
Initials of Authorized
Representative of City
Initials of Authorized
Representative of National Core

13. Default.

Initials of Authorized
Representative of Developer
Initials of Authorized
Representative of C&C
(a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who receives a notice of a default from the other Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice by the other Party specifying such default, such Party shall not be in default under this Agreement.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
(b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13(a). (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
(d) If a default of either Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future ODA or other agreement, the City must obtain approval from HCD. Further, any future ODA or other agreements, if approved by the City Council, will require such Developer (among other things) to carry out the development of the Housing Developments in conformity 55414.00701\34349345.7
Initials of Authorized
Representative of City
Initials of Authorized
Representative of National Core

13. Def au It.

Initials of Authorized
Representative of-Beveleeei: So..,..o'f ta,,ie.

Initials of Authorized
Representative of C&C
(a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who receives a notice of a default from the other Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice by the other Party specifying such default, such Party shall not be in default under this Agreement.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. lflhere are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
(b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13(a). (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
(d) If a default of either Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future DOA or other agreement, the City must obtain approval from HCD. Further, any future ODA or other agreements, if approved by the City Council, will require such Developer (among other things) to carry out the development of the Housing Developments in conformity 55414.0070 I \34349345.7
Initials of Authorized
Representative of City
Initials of Auffi 11rv 1zed
Representative of National Core

13. Default.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
(b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13(a). (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
(d) If a default of either Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future DOA or other agreement, the City must obtain approval from HCD. Further, any future DOA or other agreements, if approved by the City Council, will require such Developer (among other things) to carry out the development of the Housing Developments in conformity 554 l 4.00701\34349345.7
Initials of Authorized
Representative of City
Initials of Authorized
Representative of National Core

13. Default.

Initials of Authorized
Representative of Developer �c.-
Initials of Authorized
Representative of C&C
(a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who receives a notice of a default from the other Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice by the other Party specifying such default, such Party shall not be in default under this Agreement.

The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
(b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall ii change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13(a). (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
(d) If a default of either Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.

14. Compliance with Law. Each Developer acknowledges that, pursuant to section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future DDA or other agreement, the City must obtain approval from HCD. Further, any future DDA or other agreements, if approved by the City Council, will require such Developer (among other things) to carry out the development of the Housing Developments in conformity 55414.0070 I \34349345. 7
with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws.

16. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service, e-mail, or nationally recognized overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Party in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party
TO DEVELOPER:
55414.00701 \34349345.7
Brandywine Acquisitions Group, LLC
15680 Aston
Irvine, CA 92606
Attn: Alex Hernandez
E-mail: [email protected]
National CORE
9421 Haven Avenue
Rancho Cucamonga, CA 91730
Attn: Michael Ruane
E-mail: mruane@national core.org
C&C Development
14211 Yorba Street, Ste 200
Tustin, CA 92780
Attn: Todd Cottle
E-mail: [email protected]
TO CITY:

COPY TO:

[email protected]

19. Counterpart Originals. This Agreement may be executed by the City and the Developers in multiple counterpart originals, all of which together shall constitute a single agreement.

20. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties regarding the subject matters of this Agreement.

21. No Third-Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the City and the Developers.

Venue shall lie in the state and federal courts of Orange County, California.

23. Waivers; Amendments. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this 55414.00701134349345.7
Agreement. No extension of the lime for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the City or the Developers, unless made in writing and executed by both the City and the Developers.

24. Construction. Headings at the beginning of each section and sub-section of this Agreement are solely for the convenience of reference of the City and the Developers and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the City or the Developers, but rather as if both the City and the Developers prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the dale on which the City or any of the Developers is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City.

24. Attorneys' Fees. If either Party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of either Party, salaries and expenses of the lawyers working for or employed by such Party (allocated on an hourly basis) to the extent they provide legal services to such Party in connection with the representation of that Party in any such matter. [Signatures on following page]
55414.00701 \34349345.7

THE CITY OF ST ANTON

Dated: ________ _
Dated:. ________ _
Dated: ________ _
ATTEST:

By: ___________ _
City Clerk
55414 00701\34349345.7
DEVELOPERS:

By: ___________ _
By:___________ _
By: ___________ _
CITY:

THE CITY OF STANTON
By:. ___________ _
Jarad L. Hildenbrand
City Manager
December 15, 2021

THE CITY OF STANTON

Dated: ot!os/wz.-2
Dated: ________ _
Dated: ________ _
ATTEST:

By: ___________ _
City Clerk
55414.00701 \34349345.7
DEVELOPERS:

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By: ____________ _
By: ____________ _
CITY:

THE CITY OF STANTON
By: ____________ _
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THE CITY OF STANTON

Dated: ________ _
Dated :_..1-I ..:Ca+l.ilac.J-1'-ll--"a.=·-=-l --- / I
Dated:. ________ _
ATTEST:

By.:_----------
City Clerk
55414.00701 \34349345 ,7
DEVELOPERS:

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By: ___________ _
By: ___________ _
CITY:

THE CITY OF STANTON
By:
, ___________ _
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THE CITY OF STANTON

Dated: ---------
Dated: ---------
Dated: ---------
ATTEST:

By: ___________ _
City Clerk
5541---1-.00701 34349345.7
DEVELOPERS:

By: ____________ _
By: ____________ _
CITY:

THE CITY OF STANTON
By: __ �---,---.-,-------
Jarad L. fl1idfJl!}ra,nc/
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APPROVED AS TO FORM:

BEST BEST & KRIEGER, LLP
By: ___________ _
City Attorney
55414 00701\34349345.7
EXHIBIT"A"
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