Agenda — Stanton City Council, February 24, 2026 (part 2 of 2)

• Generating substantial revenue for the City through additional local sales tax revenue which may be used by the City for the funding of necessary public services and facilities, including, but not limited to, public improvements and recreational opportunities that otherwise may not be available to the community for many years; and
• Retaining jobs and providing opportunity for additional job growth throughout the term of this Agreement; and
• Increasing services and economic activity in the area, which may attract additional businesses and investment in the community; and
• Maintaining economic diversity in the community and stimulating the economic recovery of the region; and
WHEREAS, in accordance with Government Code Section 53083, the City prepared and made available to the public, including on its website, the 2026 Economic Development Subsidy Report (“EDSR”) attached hereto as Exhibit “A” and incorporated herein by reference; and
WHEREAS, in accordance with Government Code Section 53083, the City held a noticed public hearing on February 24, 2026 to consider all written and oral comments on the EDSR; and
WHEREAS, pursuant to Public Resources Code Section 21067 and State CEQA Guidelines Section 15367, the City is the lead agency for purposes of the Agreement; and
WHEREAS, the City has determined that the acceptance of the EDSR and approval of the Agreement are not a “project” pursuant to State CEQA Guidelines Section 15378(b)(8) because the EDSR and Agreement involves the creation of a government funding mechanism, or other fiscal activity, that does not involve any commitment to any specific project which may result in a direct or indirect physical change in the environment; and
WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF STANTON, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

SECTION 1: The recitals above are true and correct and are hereby incorporated and made an operative part of this Resolution.

SECTION 2: The City Council additionally finds and determines that (a) there are identifiable public purposes fulfilled by the Agreement, as set forth in the Recitals, that outweigh the benefit to private persons; and (b) the findings set forth in this Resolution are based upon substantial written and oral evidence presented to the City Council.

RESOLUTION NO. 2026-03

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SECTION 3: The City Council hereby finds that in pursuant to the California Environmental Quality Act (“CEQA”) (Pub. Res. Code, § 21000 et seq.) and the CEQA Guidelines (Cal. Code Regs, tit. 14 § 15000 et seq.), the acceptance of the EDSR and approval of the Agreement are not a “project” for the purposes of CEQA and therefore are not subject to CEQA review. The Agreement and EDSR are not a project pursuant to State CEQA Guidelines Section 15378(b)(8), which states that government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant effect on the environment are not subject to CEQA. Further, the Agreement and EDSR are not a project under State CEQA Guidelines Section 15061(b)(3), which states that CEQA does not apply where it can be seen with certainty that there is not possibility that the activity in question may have a significant effect on the environment. Here, the Agreement and EDSR are fiscal activities of the City. Rodeo 39 Public Market and Shops is an existing in-city operation that functions in accordance with existing and valid permits. Should Rodeo 39 desire to expand its business or operations in the future, Rodeo 39 would be required to secure any and all governmental permits, including compliance with CEQA.

SECTION 4: The City Council finds and determines that the 2026 EDSR is in compliance with applicable law and specifically Government Code Section 53083. Such updated EDSR shall be posted on the City’s website as long as the subsidy is in place.

SECTION 5: The City Manager or his or her designee is hereby authorized and directed to, on behalf of the City, execute any and all documents in accordance with this Resolution and applicable law.

SECTION 6: If any provision of this Resolution is held invalid, the remainder of this Resolution shall not be affected by such invalidity, and the provisions of this Resolution are severable. The City declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

SECTION 7: This Resolution shall become effective immediately upon its adoption.

PASSED, APPROVED, AND ADOPTED this 12th day of August, 2025.

DAVID J. SHAWVER, MAYOR
APPROVED AS TO FORM:

HONGDAO NGUYEN, CITY ATTORNEY
RESOLUTION NO. 2026-03

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ATTEST:

I, Patricia A. Vazquez, City Clerk of the City of Stanton, California DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2026-03 has been duly signed by the Mayor and attested by the City Clerk, all at a regular meeting of the Stanton City Council, held on February 24, 2026, and that the same was adopted, signed, and approved by the following vote to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICIA A. VAZQUEZ, CITY CLERK
RESOLUTION NO. 2026-03

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EXHIBIT A
2026 ECONOMIC DEVELOPMENT SUBSIDY REPORT
[Attached behind this cover page]

ECONOMIC DEVELOPMENT SUBSIDY REPORT
PURSUANT TO GOVERNMENT CODE SECTION 53083

FOR OPERATING COVENANT AGREEMENT

BY AND BETWEEN

CITY OF STANTON
AND RODEO 39 MARKETPLACE, LLC
Pursuant to Government Code Section 53083, the City Council of the City of Stanton must hold a noticed public hearing and, prior to the public hearing, provide all of the following information in written form and available to the public and through the City’s website, regarding the economic development subsidy provided by the City pursuant to a Public Benefit Agreement (“Agreement”) by and between the City of Stanton (“City”) and Rodeo 39 Marketplace, LLC (“Company”) in April 2021. Notice was posted in three public places within the City and on the City’s website for a public hearing to be held on February 24, 2026.

The purpose of this report is to provide the information required pursuant to Government Code Section 53083 in regard to the Agreement. This report shall remain available to the public and posted on the City’s website until the end date of the economic development subsidy, as further described in number 2 below.

1. The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy.

The Agreement is with Rodeo 39 Marketplace, a California limited liability company.

Rodeo 39 Marketplace, LLC operates the Rodeo 39 Public Market and Shops (“Rodeo 39”), located at 12885 Beach Blvd, Stanton, CA 90680. Rodeo 39 Marketplace, LLC is the sole beneficiary of the economic development subsidy.

Attn: Dan M. Almquist

2. The start and end dates and schedule, if applicable, for the economic development subsidy.

Upon City Council approval, the economic development subsidy loan was disbursed to the Company within fifteen (15) calendar days after the Agreement’s effective date. The repayment term for the economic development subsidy loan began October 1, 2022. The loan repayment began in 2022 to account for the pandemic-related governmental regulations that restricted Rodeo 39 from operating at maximum capacity.

Unless otherwise extended, the repayment term for the economic development subsidy loan will end at the earliest of the following:

Rodeo 39 Marketplace, LLC
31791 Los Rios St
San Juan Capistrano, CA 92675
Exhibit: A
Click here to return to the agenda.
(a) the maximum re-payment of $2.25M (present value), which is subject to the tax sharing, as described in Number 3, below;
(b) within fifteen (15) days of the sale, transfer, or assignment of any portion of the Rodeo 39 property, the bankruptcy of Rodeo 39 Marketplace, LLC, or the Company’s default (as defined in the Agreement), in which the Company shall be required to pay the City the remaining balance of the loan, minus any tax sharing credits earned, as described in Number 3, below; or
(c) October 1, 2030, if the $2.25M has been repaid by this date.

3. A description of the economic development subsidy, including the estimated total amount of the expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy.

The City provided the Company an economic development subsidy loan totaling Two Million Two Hundred Fifty Thousand Dollars ($2.25M) (“Principal”).

The loan will be repaid through a credit equal to fifty percent (50%) of the sales tax revenue payable to the City that is generated by Rodeo 39, Raising Cane’s, and In-N-Out restaurants (12775 and 12975 Beach Blvd., respectively) beginning from October 1, 2022 to October 1, 2030. The loan repayment began in 2022 to account for the pandemic-related governmental regulations that restricted Rodeo 39 from operating at maximum capacity.

The Company was also retroactively credited with the following:

A. Fifty percent (50%) of the sales tax revenue payable to the City that was generated by the Raising Cane’s and In-N-Out restaurants from their opening in approximately September 2019, through September 30, 2022; and
B. Fifty percent (50%) of the sales tax revenue payable to the City that was generated by Rodeo 39 from its opening date in approximately September 2020, through September 30, 2022.

The estimated amount of these credits was approximately $567,000, calculated as follows:
using sales and use tax and City Measure GG tax that was collected by the City for retail sales through December 31, 2020, and estimating the amount of sales and use tax and City Measure GG tax that the City expects to collect for retail sales occurring through September 30, 2022.

Based on the actual amount of sales and use tax and City Measure GG tax that was collected by the City for retail sales through June 30, 2025, the outstanding balance remaining is $631,212. Based on financial projections, the remaining balance should be paid off in less than two years, ahead of the Agreement’s October 1, 2030 term date.

If there is a balance outstanding at the end of the Agreement’s term, on October 1, 2030, the City and Company will meet and confer to determine the amount of the balance, and the terms of how the balance will be repaid, the term extended, or the balance otherwise forgiven.

4. A statement of the public purposes for the economic development subsidy.

Rodeo 39 is a state-of-the-art food hall establishment in which more than a dozen unique (non-chain) restaurants currently operate. It also includes entertainment options such as an arcade, retail shops, and services including a tattoo parlor and nail shop. It features three outdoor patios for dining and leisure. In a City with no traditional “downtown,” Rodeo 39 has quickly become a gathering place where residents and visitors can eat, shop, and find entertainment. In 2018, the Company’s affiliate also developed the nearby restaurant sites that are now Raising Cane’s and In-N-Out, located at 12775 and 12975 Beach Blvd., respectively. Prior to the Company’s development of the site, it was a blighted and underutilized shopping center.

The economic subsidy continues to support Rodeo 39 and assist the Company in recouping a portion of its significant development coststo help ensure Rodeo 39’s long-term viability.

The shopping center is a valuable community asset in not only the City but also the surrounding region. It provides significant employment opportunities to Stanton citizens and the surrounding region, as well as sales tax revenue to the City that would not otherwise be available.

Rodeo 39’s development also serves the public purpose of fostering a business and civic environment that has attracted additional businesses and investment in the community. It has increased the availability of public and private services, and economic activity resulting therefrom. That has assisted the City in its goal of furthering community development and improving the economic and physical conditions in the City.

Under the Agreement, the Company will be required to provide the City with an annual profit loss statement so that the City may evaluate the Company’s financial health, and as an extension, Rodeo 39’s financial health. Within four years of the execution of the Agreement, the City and Company will meet and confer to evaluate the actual benefits of the subsidy, as required under Government Code section 53083. That meeting occurred on September 15, 2025.

5. The projected tax revenue to the local agency as a result of the economic development subsidy.

Considering actual performance since 2022, the City anticipates Rodeo 39 will result in approximately Three Hundred Thousand Dollars ($300,000) of tax revenue, annually, while the subsidy is in effect. This estimated total includes the local one-cent sales and use tax as well as the voter-approved 1% transaction and use tax authorized by City Measure GG.

6. The estimated number of jobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions.

The economic development subsidy will assist the Company in helping create and maintain a number of jobs in the City over the term of the Agreement as follows:
• Up to 44 full-time jobs
• Up to 154 part-time jobs
• No anticipated temporary positions.

RESOLUTION NO. 2026-03

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EXHIBIT B

PUBLIC BENEFIT AGREEMENT BETWEEN
RODEO 39 AND CITY OF STANTON
[Attached behind this cover page]
RESOLUTION NO. 2021- 13

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF STANTON, CALIFORNIA,

ACCEPTING THE ECONOMIC DEVELOPMENT SUBSIDY REPORT PREPARED PURSUANT TO GOVERNMENT CODE SECTION 53083 REGARDING A PUBLIC

BENEFIT AGREEMENT BY AND BETWEEN THE CITY OF STANTON AND RODEO 39 MARKETPLACE, LLC, AND APPROVING SAID PUBLIC BENEFIT AGREEMENT WHEREAS, the City of Stanton (" City") wishes to support and encourage economic and business development in the community, including the generation of municipal revenues to provide necessary public services and facilities; and WHEREAS, Rodeo 39 Marketplace, LLC (" Rodeo 39"), a California limited liability company, operates the Rodeo 39 Public Market and Shops, located at 12885 Beach Blvd, Stanton, CA 90680; and
WHEREAS; the tenants of Rodeo 39 Public Market and Shops are expected to generate significant new local sales tax revenues for the City; and WHEREAS, the City and Rodeo 39 have negotiated a Public Benefit Agreement Agreement"), attached hereto as Exhibit B and incorporated herein by reference, for the retention of the Rodeo 39 Public Market and Shops in the City; and WHEREAS, pursuant to that Agreement, the City has agreed to provide Rodeo 39 a onetime, forgivable loan of Two Million Two Hundred Fifty Thousand Dollars ($ 2, 250, 000); and
WHEREAS, the City has agreed to credit fifty percent ( 50%) of the sales tax revenue payable to the City that is generated by the Rodeo 39 Public Market and Shops and the Raising Cane' s and In -N -Out restaurants ( 12775 and 12975 Beach Blvd, respectively) located in the Rodeo 39 Public Market and Shops parking lot towards repayment of the aforementioned loan; such credits will remain in place until October 1, 2030, as may be extended; and
WHEREAS, in exchange for providing the economic development subsidy loan, Rodeo 39 is required to operate the site as a commercial retail center for at least 10 years.

During that period, the Developer would, among other things, maintain the entirety of the site in good condition, as defined by the Agreement. Such commitment helps ensure the center' s long- term viability and enables the City to avoid the blighted conditions that were previously endemic at that site; and
WHEREAS, based on information provided by City staff, and other such written and oral evidence as presented to the City, the City finds and determines that the allocation of funds to Rodeo 39 pursuant to the Agreement is reasonably related to a legitimate governmental purpose in that the retention of the marketplace will provide numerous public benefits, including:

RESOLUTION NO. 2021- 13

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Exhibit: B
Click here to return to the agenda.

Generating substantial revenue for the City through additional local sales tax revenue which may be used by the City for the funding of necessary public services and facilities, including, but not limited to, public improvements and recreational opportunities that otherwise may not be available to the community for many years; and
Retaining jobs and providing opportunity for additional job growth throughout the term of this Agreement; and
Increasing services and economic activity in the area, which may attract additional businesses and investment in the community; and
Maintaining economic diversity in the community and stimulating the economic recovery of the region; and
WHEREAS, in accordance with Government Code Section 53083, the City prepared and made available to the public, including on its website, the Economic Development Subsidy Report (" EDSR") attached hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, in accordance with Government Code Section 53083, the City held a noticed public hearing on April 27, 2021 to consider all written and oral comments on the EDSR; and
WHEREAS, pursuant to Public Resources Code Section 21067 and State CEQA Guidelines Section 15367, the City is the lead agency for purposes of the Agreement; and
WHEREAS, the City has determined that the acceptance of the EDSR and approval of the Agreement are not a " project' pursuant to State CEQA Guidelines Section 15378( b)( 8) because the EDSR and Agreement involves the creation of a government funding mechanism, or other fiscal activity, that does not involve any commitment to any specific project which may result in a direct or indirect physical change in the environment; and
WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF STANTON, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

SECTION 1. The recitals above are true and correct and are hereby incorporated and made an operative part of this Resolution.

SECTION 2. The City Council additionally finds and determines that ( a) there are identifiable public purposes fulfilled by the Agreement, as set forth in the Recitals, that outweigh the benefit to private persons; and ( b) the findings set forth in this Resolution are based upon substantial written and oral evidence presented to the City Council.

J
RESOLUTION NO, 2021- 13

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SECTION 3. The City Council hereby finds that in pursuant to the California Environmental Quality Act ("CEQA") ( Pub. Res. Code, § 21000 et seq.) and the CEQA Guidelines ( Cal. Code Regs, tit. 14 § 15000 et seq.), the acceptance of the EDSR and approval of the Agreement are not a " project" for the purposes of CEQA and therefore are not subject to CEQA review. The Agreement and EDSR are not a project pursuant to State CEQA Guidelines Section 15378( b)( 8), which states that government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant effect on the environment are not subject to CEQA. Further, the Agreement and EDSR are not a project under State CEQA Guidelines Section 15061( b)( 3), which states that CEQA does not apply where it can be seen with certainty that there is not possibility that the activity in question may have a significant effect on the environment. Here, the Agreement and EDSR are fiscal activities of the City. Rodeo 39 Public Market and Shops is an existing in -city operation that functions in accordance with existing and valid permits. Should Rodeo 39 desire to expand its business or operations in the future, Rodeo 39 would be required to secure any and all governmental permits, including compliance with CEQA.

SECTION 4. The City Council finds and determines that the EDSR is in compliance with applicable law and specifically Government Code Section 53083. Such EDSR shall be posted on the City' s website as long as the subsidy is in place, and within five years of providing the subsidy, the City will hold an additional public hearing on the report.

SECTION 5. The City Council hereby approves the Agreement in the form attached hereto as Exhibit B. The City Council hereby authorizes the City Manager, with the concurrence of the City Attorney, to execute said Agreement. The City Manager is hereby authorized to take any additional steps necessary to facilitate the intent of this action.

SECTION 6. The City Manager or his or her designee is hereby authorized and directed to, on behalf of the City, execute any and all documents in accordance with this Resolution and applicable law.

SECTION 7. If any provision of this Resolution is held invalid, the remainder of this Resolution shall not be affected by such invalidity, and the provisions of this Resolution are severable. The City declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.

SECTION 8. This Resolution shall become effective immediately upon its adoption.

PASSED, APPROVED, AND ADOPTED this 27th day of April, 2021.

DAVID J. SHAPER, -MAYOR
RESOLUTION NO. 2021- 13

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APPROVED AS TO FORM:

HONGDAO NGUYEN, CITY ATTORNEY
ATTEST:

I, Patricia A. Vazquez, City Clerk of the City of Stanton, California DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2021- 13 has been duly signed by the Mayor and attested by the City Clerk, all at a regular meeting of the Stanton City Council, held on April 27, 2021, and that the same was adopted, signed and approved by the following vote to wit:

AYES: Shawver, Taylor, Van, Warren
NOES: None
ABSENT: Ramirez
ABSTAIN: None
RESOLUTION NO. 2021- 13

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EXHIBIT A

ECONOMIC DEVELOPMENT SUBSIDY REPORT
Attached behind this cover page]
RESOLUTION NO. 2021- 13

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EXHIBIT B

PUBLIC BENEFIT AGREEMENT
Attached behind this cover page]
RESOLUTION NO. 2021- 13

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ECONOMIC DEVELOPMENT SUBSIDY REPORT
PURSUANT TO GOVERNMENT CODE SECTION 53083

FOR OPERATING COVENANT AGREEMENT

BY AND BETWEEN

CITY OF STANTON
AND RODEO 39 MARKETPLACE, LLC
Pursuant to Government Code Section 53083, the City Council of the City of Stanton must hold a noticed public hearing and, prior to the public hearing, provide all of the following information in written form and available to the public and through the City' s website, regarding a proposed economic development subsidy to be provided by the City pursuant to a Public Benefit Agreement Agreement") by and between the City of Stanton (" City") and Rodeo 39 Marketplace, LLC Company"), Notice was posted in three public places within the City and on the City' s website for a public hearing to be held on April 27, 2021.

The purpose of this report is to provide the information required pursuant to Government Code Section 53083 in regard to the Agreement. This report shall remain available to the public and posted on the City' s website until the end date of the economic development subsidy, as further described in number 2 below.

1. The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy.

The Agreement is with Rodeo 39 Marketplace, a California limited liability company.

Rodeo 39 Marketplace, LLC operates the Rodeo 39 Public Market and Shops (" Rodeo 39"), located at 12885 Beach Blvd, Stanton, CA 90680. Rodeo 39 Marketplace, LLC is the sole beneficiary of the economic development subsidy.

Rodeo 39 Marketplace, LLC
31791 Los Rios St
San Juan Capistrano, CA 92675
Attn: Dan M. Almquist

2. The start and end dates and schedule, if applicable, for the economic development subsidy.

Upon City Council approval, the economic development subsidy loan will be disbursed to the Company within fifteen ( 15) calendar days after the Agreement' s effective date. The repayment term for the economic development subsidy loan will begin October 1, 2022.

The loan repayment begins in 2022 to account for the pandemic - related governmental regulations that have restricted Rodeo 39 from operating at maximum capacity.

Unless otherwise extended, the repayment term for the economic development subsidy loan will end at the earliest of the following:
a) the maximum re -payment of $2. 25M ( present value), which is subject to the tax sharing, as described in Number 3, below;
b) within fifteen ( 15) days of the sale, transfer, or assignment of any portion of the Rodeo 39 property, the bankruptcy of Rodeo 39 Marketplace, LLC, or the Company' s default ( as defined in the Agreement), in which the Company shall be required to pay the City the remaining balance of the loan, minus any tax sharing credits earned, as described in Number 3, below; or
c) October 1, 2030, if the $ 2. 25M has been repaid by this date.

The City will provide the Company an economic development subsidy loan totaling Two Million Two Hundred Twenty -Five Thousand Dollars ($ 2.25M) (" Principal").

The loan will be repaid through a credit equal to fifty percent ( 50%) of the sales tax revenue payable to the City that is generated by Rodeo 39, Raising Cane' s, and In -N -Out restaurants 12775 and 12975 Beach Blvd., respectively) beginning from October 1, 2022 to October 1, 2030. The loan repayment begins in 2022 to account for the pandemic -related governmental regulations that have restricted Rodeo 39 from operating at maximum capacity. The Company will also be retroactively credited with the following:

A. Fifty percent ( 50%) of the sales tax revenue payable to the City that was generated by the Raising Cane' s and In -N -Out restaurants from their opening in approximately September 2019, through September 30, 2022; and
B. Fifty percent ( 50%) ofthe sales tax revenue payable to the City that was generated by Rodeo 39 from its opening date in approximately September 2020, through September 30, 2022.

The estimated amount of these credits is approximately $ 567, 000, which is calculated as follows: using sales and use tax and City Measure GG tax that was collected by the City for retail sales through December 31, 2020, and estimating the amount of sales and use tax and City Measure GG tax that the City expects to collect for retail sales occurring through September 30, 2022.

If there is a balance outstanding at the end of the Agreement' s term, on October 1, 2030, the City and Company will meet and confer to determine the amount of the balance, and the terms of how the balance will be repaid, the term extended, or the balance otherwise forgiven.

4. A statement of the public purposes for the economic development subsidy.

Rodeo 39 is a state- of-the- art food hall establishment in which more than a dozen unique non -chain) restaurants currently operate. It also includes entertainment options such as a virtual reality arcade, retail shops, and services including a tattoo parlor and nail shop. It features three outdoor patios for dining and leisure. In a City with no traditional downtown," Rodeo 39 has quickly become a gathering place where residents and visitors can eat, shop, and find entertainment. In 2018, the Company' s affiliate also developed the nearby restaurant sites that are now Raising Cane' s and In -N -Out, located at 12775 and 12975 Beach Blvd., respectively. Prior to the Company' s development of the site, it was a blighted and underutilized shopping center.

The economic subsidy will support Rodeo 39 and assist the Company in recouping a portion of its significant development costs to help ensure Rodeo 39' s long-term viability.

The shopping center is a valuable community asset in not only the City but also the surrounding region. It provides significant employment and employment opportunities to Stanton citizens and the surrounding region, as well as sales tax revenue to the City that would not otherwise be available.

Rodeo 39' s development also serves the public purpose of fostering a business and civic environment that has attracted additional businesses and investment in the community. It has increased the availability of public and private services, and economic activity resulting therefrom. That has assisted the City in its goal of furthering community development and improving the economic and physical conditions in the City.

Under the Agreement, the Company will be required to provide the City with annual profit loss statement so that the City may evaluate the Company' s financial health, and as an extension, Rodeo 39' s financial health. Within four years of the execution of the Agreement, the City and Company will meet and confer to evaluate the actual benefits of the subsidy, as required under Government Code section 53083.

5. The projected tax revenue to the local agency as a result of the economic development subsidy.

The City anticipates Rodeo 39 will result in approximately Two Hundred Thousand Dollars 200, 000) of tax revenue, annually, while the subsidy is in effect. This projection is based on tax revenues that were collected during a time of pandemic -related governmental regulations that have restricted the center' s restaurants and shops from operating at full capacity. This estimated total includes the local one -cent sales and use tax as well as the voter -approved 1% transaction and use tax authorized by City Measure GG.

Additionally, the City anticipates the individual businesses in Rodeo 39 to pay annual business license fees. There will be an increase of property taxes.

6. The estimated number of jobs created by the economic development subsidy, broken down by full-time, part- time, and temporary positions.

The economic development subsidy will assist the Company in helping create and maintain a number ofjobs in the City over the term of the Agreement as follows:

Up to 44 full-time jobs
Up to 154 part- time jobs

CITY OF STANTON

PUBLIC BENEFIT AGREEMENT
Rodeo 39 Public Market and Shops)
THIS PUBLIC BENEFIT AGREEMENT ( this " Agreement") is dated April t, 2021, for identification purposes only, by and between RODEO 39 MARKETPLACE LLC, a California limited liability company ( the " Developer"), and the CITY OF STANTON, a municipal organization organized under the laws of the State of California ( the " City"). The Developer and the City are sometimes referred to herein individually as a " Party" and collectively as the " Parties." This Agreement is entered into with respect to the following recited facts ( each, a " Recital"):

RECITALS
A. The Developer is a wholly owned subsidiary of Frontier Village Center LLC, a California limited liability company. The Developer operates the Shopping Center ( as defined in Section 1. 8) at 12885 Beach Blvd, in Stanton, CA ( the " Site") as further described in Exhibit A" attached hereto and incorporated herein by reference, which is owned by Frontier Village Center LLC; and
B. The City recognizes that the Shopping Center provides significant employment and employment opportunities to the citizens of Stanton and sales tax revenue to the City that would otherwise not be available; and
C. The City also recognizes that the Shopping Center contributes to the economic vitality of the City, will continue to provide jobs and employment opportunities in the City, expand the City' s tax base and otherwise improve the City' s economic and physical conditions; and
D. Prior to entering into this Agreement, Developer and its affiliates have made substantial monetary investments totaling tens of millions of dollars, which includes the development of the Restaurants, as defined below, and the Rodeo 39 Public Market and Shops to the benefit of the Developer and its affiliates, the City and the community; and E. The City has determined that entering into this Agreement is reasonably calculated to induce the City and the Developer and its affiliates to create desirable job opportunities for residents of the City that might not otherwise have been added to the workforce and to participate in the expansion of the economic base of the City, thus reducing the unemployment and economically blighting influences.

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES CONTAINED IN TIIIS AGREEMENT, THE DEVELOPER AND THE CITY AGREE AS FOLLOWS:
55414, 00600\ 33609833. 11

1. Defined Terms. In addition to the usage of certain terms that are defined in other sections of this Agreement, the following words and phrases are used in this Agreement, as follows, unless the particular context of the usage of a word or phrase requires another interpretation:

1. 1 " City" means the City of Stanton, a municipal corporation organized under the laws of the State of California.

1. 2 " Default" means and refers to: ( a) any failure by either Party to pay or deposit, when and as this Agreement requires, any amount of money, whether to or on behalf of a Party after fifteen ( 15) days written notice; ( b) any failure of a Party to perform any of its obligations under this Agreement after fifteen ( 15) days written notice; ( c) any failure of a Party to comply with any material restriction or prohibition in this Agreement; or ( d) any other event or circumstance that, with passage of time or giving of written notice, or both, to the extent required, would constitute a breach of this Agreement by a Party.

1. 3 " Developer" means Rodeo 39 Marketplace LLC, a California limited liability company.

1. 4 " Economic Development Loan" means and refers to the sum of Two Million Two Hundred Fifty Thousand Dollars ($ 2,250, 000) to be paid by the City to Developer pursuant to Section 2 of this Agreement.

1. 5 " Effective Date" means the date all of the following have occurred: ( a) the City has received two ( 2) counterpart originals of this Agreement signed by the authorized representative( s) of the Developer; ( b) this Agreement is signed by the representative( s) of the City authorized by the City Council to execute this Agreement; and ( c) one ( 1) original of this Agreement signed by the authorized representative( s) of City has been delivered by the City to the Developer.

1. 6 " Loan Year" means and refers to the twelve -calendar month time period commencing on the Start Date and, thereafter, each successive twelve -calendar month time period until the end of the Term.

1. 7 " Restaurants" means the Raising Cane' s located at 12775 Beach Boulevard and In -N -Out located at 12975 Beach Boulevard and the parcels of land on which they are located designated as assessor' s parcel numbers 131- 701- 15 and 131- 701- 2, respectively.

1. 8 " Shopping Center" means the Rodeo 39 Public Market and Shops located at 12885 Beach Blvd, in Stanton, CA designated assessor' s parcel number 131- 701- 12.

1. 9 " Start Date" means and refers to October 1, 2022.

1. 10 " Term" means and refers to the period commencing on the Start Date and continuing for a period of eight ( 8) years until October 1, 2030.

1. 11 " Unavoidable ,Delay" means and refers to a delay in either Party performing any obligation under this Agreement, except payment of money, arising from or on account of any 2 sr
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cause whatsoever beyond the Party' s reasonable control, including strikes, labor troubles or other union activities, casualty, war, acts of terrorism, riots, litigation, governmental action or inaction exclusive of City), regional natural disasters, pandemics, or inability to obtain materials.

Unavoidable Delay shall not include delay caused by a Party' s financial condition, illiquidity, or insolvency.

2. Economic Development and Job Creation Loan.

2. 1 Tax Revenue Split. Developer shall be entitled to a credit equal to fifty percent 50%) of the sales tax revenue (" Developer' s Tax Revenue Share") generated by the Shopping Center and Restaurants payable to the City (" Tax Revenue") over the Term of this Agreement subject to the provisions of this Section 2. For example, ifthe Shopping Center and Restaurants generate Four Hundred Thousand Dollars ($ 400, 000) in Tax Revenue, Developer' s Tax Revenue Share will be Two Hundred Thousand Dollars ($ 200, 000). For purposes of this Agreement " Tax Revenue" means the one percent ( 1%) of retail sales tax the City receives on all taxable retail sales plus one percent ( 1%) transaction and use tax per City Measure GG.

2. 2 Economic Development Loan. City agrees to provide Developer with a forgivable loan ( the " Economic Development Loan") in the amount of Two Million Two Hundred Fifty Thousand Dollars ($ 2, 250, 000) ( the " Principal") subject to the terms and provisions of this Section 2.

2. 3 Loan Disbursement. City shall pay to Developer the frill amount of the Economic Development Loan as described in Section 2.2 above within fifteen ( 15) calendar days after the Effective Date of this Agreement.

2. 4 Tax Revenue Credit. City shall credit Developer' s Tax Revenue Share toward Developer' s repayment of the Economic Development Loan. City shall apply Developer' s Tax Revenue Share toward the Principal as the Tax Revenue is received by City.

2. 5 Prior Tax Revenue Credit. Developer shall receive a credit towards the repayment of the Principal in an amount equal to fifty percent ( 50%) of the Tax Revenue generated by the Restaurants from their opening date of September 26, 2019 through September 30, 2022. For example, if the Restaurant' s Tax Revenue during that time period was equal to Two Hundred Thousand Dollars ($ 200, 000), the Principal would be reduced by One Hundred Thousand Dollars ($ 100, 000) and would be equal to Two Million One Hundred Fifty Thousand Dollars ($ 2, 150, 000) after the credit was applied. Additionally, Developer shall also receive a credit towards the repayment of the Principal in an amount equal to fifty percent ( 50%) of the Tax Revenue generated by the Shopping Center from their opening date of September 23, 2020 through September 30, 2022.

2. 6 Loan Repayment. The full amount of the outstanding Principal less any credits described in Section 2. 4 and 2. 5 above shall be due at the end of the Term.

2. 7 Loan Forgiveness. At the end of the Term, subject to Section 3. 5, below, City shall have the right but not the obligation to forgive the outstanding Principal owed to City by 55414. 00600\ 33609833. 11 St ro
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Developer. City' s decision shall take into consideration any request or information provided by Developer.

2. 8 Loan Acceleration. In the event of a sale, transfer, or conveyance of any portion of the Shopping Center, Developer' s bankruptcy, or a Default under this Agreement, the full amount of the outstanding Principal less any credits described in Section 2. 4 and 2. 5 above shall become due and payable to City within ' fifteen ( 15) days. Such sale, transfer, or conveyance shall be in compliance with Section 5. 2. In no event, however, shall any of the following be deemed to be a Default, result in the acceleration of the Term or otherwise require the Principal to be paid in full or in any respect constitute a violation of the foregoing restriction: ( i) the conveyance of fee title to the Site from Frontier Village Center LLC, a California limited liability company, to the wholly owned affiliate of Frontier Village Center LLC, Beach & 22 LLC, a Delaware limited liability company, or any other wholly owned affiliate of Frontier Village Center LLC, a California limited liability company in which Dan M. Almquist remains a manager; ( ii) the financing of the Shopping Center and/ or the execution, delivery and/ or recordation and/ or filing of any security instruments in connection therewith including without limitation any deed of trust, assignment of leases and rents, security agreement, fixture filing and/ or financing statement; ( iii) the leasing of any space in the Shopping Center; ( iv) the resignation, removal or other withdrawal of any manager of Developer, Beach & 22 LLC, a Delaware limited liability company, and/ or Frontier Village Center LLC, a California limited liability company, and/ or any other wholly owned affiliate of Frontier Village Center LLC, a California limited liability company, or the appointment of a new manager of any of such entities, so long as Dan M. Almquist remains a manager; ( v) the appointment of springing members for Beach & 22 LLC, a Delaware limited liability company, and/ or any other wholly owned affiliate of Frontier Village Center LLC, a California limited liability company, in connection with any financing of the Shopping Center; and/ or ( vi) the sale, redemption, grant, distribution, transfer or conveyance of any membership interests in Developer and/ or Frontier Village Center LLC, a California limited liability company, or in any of its constituent entities so long as Dan M. Almquist remains a manager and continues to hold a membership interest in Developer and Frontier Village Center LLC, a California limited liability company, and/ or in any constituent entities thereof.

2. 9 Tax Revenue Accounting. City shall provide non -confidential documentation of the Tax Revenue and Developer' s Tax Revenue Share (" Tax Revenue Accounting") within ninety ( 90) calendar days after the end of each Loan Year ( the " Accounting Period"). Developer shall provide City with profit loss statements within ninety ( 90) calendar days after the end of each Loan Year.

3. City and Developer Representations and Warranties. The City and the Developer hereby each make all of the following representations, covenants and warranties and acknowledge that the execution of this Agreement has been made in material reliance on such representations, covenants and warranties:

3. 2 No Breach of Other Obligations. Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which the City or the Developer are a party or by which either of them may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the City or the Developer.

3. 3 Continuing Representations and Warranties. All representations and warranties contained in this Section 3 of this Agreement shall be true and correct on the Start Date and on the date of disbursement of the Principal.

3. 4 Economic Development Report. Pursuant to Government Code section 53083, the Parties shall meet and confer within four years after the Effective Date for the purpose of evaluating the benefits of the Economic Development Loan so that City can prepare and issue the report required by Government Code section 53083( d). Developer shall reasonably cooperate and assist City in preparing the report.

3. 5 Final Meet & Confer. If there is still an outstanding balance on the Principal at the end of the Term, the Parties shall meet and confer to determine the amount of the balance and, the terms of how the balance will be repaid, forgiven, or other alternative. City' s decision shall take into consideration any request or information provided by Developer but shall ultimately be at City' s sole discretion.

4. Uses.

4. 1 Operation of Site. The City and the Developer acknowledge and agree for themselves, their successors, and their assigns that, from and after the Effective Date, the Site shall be and remain developed, used and reserved for use and occupancy by the Shopping Center for use as a commercial retail center. This use restriction shall run with the Site and shall bind all successors and assigns of Developer, until the later of ( 1) ten ( 10) years after the Term, or ( 2) termination of this Agreement.

5. No Discrimination or Segregation. The City and the Developer covenant by and for themselves, their heirs, executors, administrators, successors and assigns, and all Persons claiming under or through any such Persons, and this Agreement is made and accepted upon and subject to the following conditions:

5. 1 Standards. That there shall be no discrimination against or segregation of any Person or group of Persons, on account of any basis listed in subdivision ( a) or ( d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision ( m) and paragraph ( 1) of subdivision ( p) of Section 12955, and Section 12955. 2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site nor shall the City or the Developer or any Person claiming under or through either of them, establish or permit any such practice or practices of discrimination or segregation with 5 55414. 00600\ 33609833. 11 of Sf ra
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reference to the selection, location, nurnber, use, or occupancy, of tenants, lessees, subtenants, sublessees, or vendees in the Site.

5. 2 Covenant. The provisions of Sections 3, 4, and 5 shall be covenants running with the land and shall be binding upon and inure to Developer hereto and their successors and assigns. If there is a proposed sale, transfer, or conveyance of any portion of the Shopping Center, Developer must provide thirty ( 30) days' written notice before close of escrow to City, evidencing that the prospective buyer of the Shopping Center has received and signed an acknowledgment of the terms of this Agreement.

6. Maintenance Condition of the Site. The City and the Developer for themselves, their successors and assigns, covenant and agree that:

6. 1 Maintenance Standard. The entirety of the Site ( inclusive of improvements) shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, consistent with the maintenance and operation standards customary for first quality, first class shopping centers of comparable size within the County, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Site, now existing or made in the future by or with the consent of the City or their successors or assigns, as necessary to maintain the appearance and character of the Site. The obligation to maintain the Site described in the immediately preceding sentence shall include, without limitation: ( i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability; ( ii) removing all papers, mud, sand, debris, filth and refuse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; ( iii) removing or covering graffiti with the type of surface covering originally used on the affected area; ( iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; ( v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; ( vi) providing security services as reasonably indicated; and ( vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer' s obligation to maintain the Site described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the Maintenance Standard."

6. 2 Maintenance Deficiency. If, at any time following the Start Date and prior to the expiration of the Term, there is an occurrence of an adverse condition on any area of the Site in contravention of the Maintenance Standard ( each such occurrence being a " Maintenance Deficiency"), then the City may notify the Developer of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within fifteen ( 15) calendar days following the Developer' s receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of Notice of the hearing to the Developer, at least ten ( 10) days prior to the scheduled date of such public hearing, to 6 55414. 00600\ 33609833. 11 pt
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verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section 6. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Site and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 6, including Legal Costs, shall be reimbursed to the City by the Developer, within thirty ( 30) calendar days after Notice of such amount to the Developer.

Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 6 that is not reimbursed to the City by the Developer within thirty ( 30) calendar days after written notice of such amount to the Developer, shall accrue Default Interest, until paid in full.

6. 3 Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Site, that is visible from any public right- of-way shall be removed by the City by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy- two ( 72) hours following the Developer' s actual discovery of the graffiti, the City shall have the right to enter the Site and remove the graffiti, without Notice to the Developer.

Any sum expended by the City for the removal of graffiti from the Site pursuant to this Section 6 shall be reimbursed to the City, within thirty ( 30) calendar days after Notice of such amount to the Developer. Any amount expended by the City for the removal of graffiti pursuant to this Section 6. 3 that is not reimbursed to the City by the Developer within thirty ( 30) calendar days after Notice of such amount to the Developer, shall accrue Default Interest, until paid in full.

6. 4 Covenant. The covenant of this Section 6 shall be a covenant running with Developer' s interest in the Site for the benefit of the City and shall bind all successors and assigns of Developer, until the expiration of the Term.

Remedies.

7. 1 Legal Action. Subject to the other terns and conditions of this Agreement, following the occurrence of a Default, the injured Party may seek any remedy or damages available to such Party at law or in equity by initiating legal proceedings.

7. 2 No Consequential Damages. The Parties agree that any Party initiating legal proceedings to remedy a Default under this Agreement shall be limited to recovering the Party' s actual damages and shall not be entitled to recover any consequential damages.

7. 3 Remedies Cumulative. The rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by any other Party. fto 55414. 00600\ 33609833. 11 o

8. Indemnification.

8. 1 Developer Indemnity Obligations. TO THE FULLEST EXTENT PERMITTED

BY LAW, THE DEVELOPER AGREES TO INDEMNIFY, DEFEND ( UPON WRITTEN

REQUEST BY THE CITY AND WITH COUNSEL REASONABLY ACCEPTABLE TO THE

CITY) AND HOLD HARMLESS EACH AND ALL OF TFIE CITY PARTIES ( INCLUDING,

WITHOUT LIMITATION, THE CITY, ITS OFFICIALS, OFFICERS, EMPLOYEES,

CONSULTANTS, SUBCONTRACTORS, AGENTS, AND REPRESENTATIVES) FROM

AND AGAINST ALL CLAIMS TFIAT ARE IN ANY MANNER DIRECTLY OR

INDIRECTLY CAUSED, OCCASIONED OR CONTRIBUTED TO IN WHOLE OR IN PART BY:

8. 1. 1 ANY ACT, OMISSION, FAULT OR NEGLIGENCE, WHETHER

ACTIVE OR PASSIVE, OF THE DEVELOPER OR THE DEVELOPER' S OFFICERS,

AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS OR SUBCONTRACTORS OF

ANY TIER, RELATING IN ANY MANNER TO THIS AGREEMENT OR ANY WORK TO

BE PERFORMED BY ANY SUCH PERSON RELATED TO THIS AGREEMENT OR THE SITE; OR

8. 1. 2 ANY AUTHORITY OR OBLIGATION EXERCISED OR
UNDERTAKEN BY THE DEVELOPER UNDER OR PURSUANT TO THIS AGREEMENT; OR

8. 1. 3 ANY BREACH OR DEFAULT IN PERFORMANCE OF ANY
OBLIGATION OF THE DEVELOPER UNDER THIS AGREEMENT; OR

8. 1. 4 ANY BREACH OF DEFAULT IN THE OBLIGATION TO PAY
STATE PREVAILING WAGES IF REQUIRED BY LAW; OR

8. 1. 5 ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781.

8. 2 ATTORNEY FEES. THE CITY PARTIES SHALL BE ENTITLED TO

RECOVER THEIR REASONABLE ATTORNEY FEES AND ACTUAL COSTS INCURRED

IN ENFORCING THE , DEVELOPER' S INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS SECTION 8.

8. 3 SURVIVAL OF INDEMNIFICATION AND DEFENSE OBLIGATIONS. THE

DEVELOPER' S INDEMNIFICATION AND DEFENSE OBLIGATIONS PURSUANT TO THIS SECTION 8 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF

THIS AGREEMENT, UNTIL ALL CLAIMS AGAINST ANY OF THE CITY PARTIES

INVOLVING ANY OF THE INDEMNIFIED MATTERS ARE FULLY, FINALLY,

ABSOLUTELY AND COMPLETELY BARRED BY THE APPLICABLE STATUTES OF LIMITATIONS.

8. 4 INDEPENDENT DUTY TO DEFEND. THE DEVELOPER' S DUTY TO

DEFEND THE CITY PARTIES IS SEPARATE AND INDEPENDENT OF THE DEVELOPER' S DUTY TO INDEMNIFY THE CITY PARTIES. THE DUTY TO DEFEND 8 55414. 00660\ 3360983l I I
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INCLUDES CLAIMS FOR WHICH THE CITY PARTIES MAY BE LIABLE WITHOUT FAULT OR STRICTLY LIABLE. THE DUTY TO DEFEND APPLIES REGARDLESS OF

WHETHER THE ISSUES OF NEGLIGENCE, LIABILITY, FAULT, DEFAULT, OR OTHER

OBLIGATION ON THE PART OF THE DEVELOPER OR THE CITY PARTIES HAVE BEEN DETERMINED. THE DUTY TO DEFEND APPLIES IMMEDIATELY,

REGARDLESS OF WHETHER THE CITY PARTIES HAVE PAID ANY SUMS OR

INCURRED ANY DETRIMENT ARISING OUT OF OR RELATING ( DIRECTLY OR INDIRECTLY) TO ANY CLAIMS. IT IS THE EXPRESS INTENTION OF THE

DEVELOPER AND THE CITY THAT THE CITY PARTIES BE ENTITLED TO OBTAIN

SUMMARY ADJUDICATION OR SUMMARY JUDGMENT REGARDING THE

DEVELOPER' S DUTY TO DEFEND THE CITY PARTIES AT ANY STAGE OF ANY CLAIM OR SUIT WITHIN THE SCOPE OF TEAS SECTION 8.

8. 5 INDEMNIFICATION PROCEDURES. WHEREVER THIS AGREEMENT REQUIRES ANY INDEMNITOR TO INDEMNIFY ANY INDEMNITEE:

8. 5. 1 PROMPT NOTICE. THE INDEMNITEE SHALL PROMPTLY
NOTIFY THE INDEMNITOR OF ANY CLAIM.

8. 5. 2 SELECTION OF COUNSEL. THE INDEMNITOR SHALL
SELECT COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNITEE. COUNSEL

TO INDEMNITOR' S INSURANCE CARRIER THAT IS PROVIDING COVERAGE FOR A

CLAIM SHALL BE DEEMED REASONABLY SATISFACTORY, EXCEPT IN THE EVENT

OF A POTENTIAL OR ACTUAL CONFLICT OF INTEREST FOR SUCH COUNSEL

REGARDING SUCH REPRESENTATION OR SUCII COUNSEL PROVES TO BE INCOMPETENT REGARDING SUCH REPRESENTATION. EVEN THOUGH THE

INDEMNITOR SHALL DEFEND THE CLAIM, INDEMNITEE MAY, AT ITS OPTION AND

ITS OWN EXPENSE, ENGAGE SEPARATE COUNSEL TO ADVISE IT REGARDING THE CLAIM AND ITS DEFENSE. THE INDEMNITEE' S SEPARATE COUNSEL MAY ATTEND ALL PROCEEDINGS AND MEETINGS. THE INDEMNITOR' S COUNSEL SFIALL ACTIVELY CONSULT WITH THE INDEMNITEE' S SEPARATE COUNSEL. THE

INDEMNITOR AND ITS COUNSEL SFIALL, HOWEVER, FULLY CONTROL THE

DEFENSE, EXCEPT TO TIE EXTENT THAT THE INDEMNITEE WAIVES ITS RIGHTS TO INDEMNITY AND DEFENSE FOR SUCH CLAIM.

8. 5. 3 COOPERATION. THE INDEMNITEE SHALL REASONABLY

COOPERATE WITH THE INDEMNITOR' S DEFENSE OF THE INDEMNITEE, PROVIDED

THE INDEMNITOR REIMBURSES ' THE INDEMNITEE' S ACTUAL OUT OF POCKET EXPENSES ( INCLUDING LEGAL COSTS) OF SUCII COOPERATION.

8. 5. 4 SETTLEMENT. THE INDEMNITOR MAY ONLY SETTLE A

CLAIM WITH THE INDEMNITEE' S CONSENT, NOT TO BE UNREASONABLY WITHHELD.

8. 6 Compliance with Laws.
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8. 6. 1 Developer shall at all times comply with the requirements of all applicable local, state and federal laws, rules, orders and regulations now in force or which may hereinafter be in force including, without limitation, the payment of prevailing wages, if applicable, pursuant to Labor Code Sections 1720, et seq. Developer agrees with the City that the City has made no representation, express or implied, to the Developer or to any person associated with the Developer regarding what laws, rules, orders and regulations apply to the Shopping Center and/ or the Site. Developer acknowledges and agrees that Developer shall, at all times, assume the responsibility and be solely responsible for determining what laws, rules, orders and regulations apply to the Shopping Center or the Site.

8. 6. 2 The Developer, on behalf of itself, its successors, and assigns, waives the protections of Civil Code Section 1542, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER

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

BY INITIALING BELOW, THE DEVELOPER ACKNOWLEDGES THAT IT AGREES WITH THE STATEMENTS CONTAINED IN THIS SECTION 7. 6. 2:

Developer Representative Initials

9. General Provisions.

9. 1 Incorporation of Recitals. The Recitals of fact preceding this Agreement are true and correct and are incorporated into this Agreement, in their entirety, by this reference.

9. 2 Notices, Demands and Communications Between the Parties.

9. 2. 1 Notices. Any and all Notices submitted by any Party to any other Party pursuant to or as required by this Agreement shall be proper, if in writing and transmitted to the address of the Party set forth in Section 9. 2.2 by one or more of the following methods: ( i) messenger for immediate personal delivery, ( ii) a nationally recognized overnight ( one business day) delivery service ( i. e., Federal Express, United Parcel Service, etc.) or ( c) first class United States mail, postage prepaid. Such Notices may be sent in the same manner to such other addresses as either Party may designate, from time to time, by Notice. Any Notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service or when delivery has been attempted twice, as evidenced by the written report of the courier service) or five ( 5) calendar days after it is deposited with the United States Postal Service for delivery as first class mail, as provided in this Section 9. 2. 1. Rejection, other refusal to accept, the inability to deliver a Notice because of a changed address of which no Notice was given, or 10 o Sia
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other action by a Person to whom Notice is sent, shall be deemed receipt of the Notice by such Person. Delivery of a Notice to any courtesy copy recipient shall not be a prerequisite to the validity or effectiveness of any Notice.

9. 2. 2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties, as of the Effective Date:

To the City: City of Stanton
7800 Katella Ave.

Stanton, CA 90680
Attn: City Manager
To the Developer: Rodeo 39 Marketplace LLC
31791 Los Rios Street
San Juan Capistrano, CA 92675
Attn: Dan M. Almquist

9. 3 Warranty Against Payment of Consideration for Agreement. The City and the Developer each represent and warrant that: ( a) they have not employed or retained any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees of the City or the Developer; and ( b) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by the City, the Developer or any of their agents, employees or representatives to any elected or appointed official or employee of either the City in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 9. 3 shall automatically terminate this Agreement, without further notice to or action by either Party and, upon any such termination of this Agreement, the Developer shall immediately refund any payments made to or on behalf of the Developer by the City, pursuant to this Agreement or otherwise related to the Site, prior to the date of any such termination.

9. 4 Relationship of Parties. The Parties each intend and agree that the City and the Developer are independent contracting entities and do not intend by this Agreement to create any partnership, joint venture, or similar business arrangement, relationship or association among or between them.

9. 5 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between all or any of the Parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between such Parties, either by written settlement, entry of a non - appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination ofthis Agreement.

9. 6 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months I
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and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean consecutive business days.

9. 7 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have all participated substantially in the negotiation, drafting, and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A word, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words " include" and " including" in this Agreement shall be construed to be followed by the words: " without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words "( or any part of it)," except where the context clearly requires otherwise.

Every reference to any document, including this Agreement, refers to such document, as modified from time to time ( excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word " or" in this Agreement includes the word " and." Every reference to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended, modified, renumbered, superseded or succeeded, from time to time.

9. 8 Governing Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to the Site which is located in the City of Stanton, County of Orange, State of California. All legal actions arising from this Agreement shall be filed in the Superior Court of the State of California in and for the County of Orange or in the United States District Court with jurisdiction in the County of Orange.

9. 9 Attorney Fees and Costs. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney' s fees and all other costs of such action.

9. 10 Unavoidable Delay; Extension of Time of Performance.

9. 10. 1 Notice. Subject to any specific provisions of this Agreement stating that they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of an Unavoidable Delay, performance by any Party under this Agreement shall not be deemed, or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall notify the other Parties: ( i) within ten 10) days after such Party knows of any such Unavoidable Delay; and ( ii) within five ( 5) days after such Unavoidable Delay ceases to exist. To be effective, any notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The extension of time for an Unavoidable Delay shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Parties not claiming an extension of time to perform due to such Unavoidable Delay and shall continue until the end of the condition causing the Unavoidable Delay. The Party claiming an extension of time to perform due to an Unavoidable Delay shall 12 t Sia
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exercise its commercially reasonable best efforts to cure the condition causing the Unavoidable Delay, within a reasonable time.

9. 10. 2 Assumption of Economic Risks. EACH PARTY EXPRESSLY

AGREES TFIAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF ANY PARTY

SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET

CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF

EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS

AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE

OF EACH AND EVERY ONE OF EACH PARTY' S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE

CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF

UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES AND/ OR MARKET

DEMAND/ CONDITIONS AND WAIVE, TO THE GREATEST EXTENT ALLOWED BY

LAW, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART

ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE

PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER

OF THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN

MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR

DELAY THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE

OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE

ECONOMIC OR MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE START DATE.

AA
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sof Initials of Authorized
Authorized City Developer
Representative( s) Representative( s)

9. 11 Inspection of Books and Records. The City shall have the right at all reasonable times, at the City' s sole cost and expense, to inspect the books and records of the Developer to the extent relevant to the City' s rights or obligations under this Agreement. The Developer shall also have the right at all reasonable times, at the Developer' s sole cost and expense, to inspect the books and records of the City' s relating to this Agreement, to the extent relevant to the Developer' s rights or obligations under this Agreement.

9. 12 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns.

9. 13 No Other Representations or Warranties. Except as expressly set forth in this Agreement, no Party makes any representation or warranty material to this Agreement to any other Party.

9. 14 Tax Consequences. The City and the Developer shall each bear their own 13 55414. 00600533609833. 11
respective responsibility, liability, costs, and expenses connected in any way with any tax consequences experienced by them, respectively, or their respective successors or assigns related to this Agreement.

9. 15 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any Party or give any third person any right of subrogation or action over or against any Party.

9. 16 Execution in Counterparts. This Agreement may be executed in multiple counterpart originals, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.

9. 17 Entire Agreement.

9. 17. 1 Integrated Agreement. This Agreement includes fifteen ( 15) pages and one ( 1) exhibit, that constitute the entire understanding and Agreement of the Parties regarding subjects addressed in this Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Site.

9. 17. 2 Waivers and Amendments Must be in Writing. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, condition, restriction or agreement. No waiver or relinquishment of any rights or powers under this Agreement, at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times. All waivers ofthe provisions ofthis Agreement and all amendments to this Agreement must be in writing and signed by the authorized represemative( s) of each of the affected Parties.

9. 18 Exhibits. All of the Exhibits attached to this Agreement are described as follows:

9. 18. 1 Exhibit " A." Site Legal Description;

9. 19 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component, the performance of such obligation within the time specified is of the essence.

Signature blocks appear on the next page]
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SIGNATURE PAGE
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PUBLIC BENEFIT AGREEMENT
RODEO 39 PUBLIC MARKET AND SHOPS)
The Parties have signed this Agreement by and through the signatures of their authorized representatives, as set forth below:

CITY DEVELOPER
CITY OF STANTON, a public body, corporate RODEO 39 MARKETPLACE LLC, a and politic / 7 California limited liability company
City
APPROV AS TO FO ' 4fVIA
City Attorney
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Site Legal Description
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DATE:

CITY OF STANTON

REPORT TO CITY COUNCIL
Honorable Mayor and Members of the City Council
April 27, 2021
SUBJECT: PUBLIC HEARING TO CONSIDER PUBLIC BENEFIT AGREEMENT WITH RODEO 39 MARKETPLACE, LLC AND A RELATED ECONOMIC

DEVELOPMENT SUBSIDY REPORT
REPORT IN BRIEF:

Consideration of an economic development subsidy report and approving a public benefit agreement disbursing an economic development subsidy loan to Rodeo 39 Marketplace, LLC, to help ensure the long-term viability of Rodeo 39 and the economic vitality of the City.

RECOMMENDED ACTION:
1 . City Council declare that the project is exempt from the California Environmental Quality Act ("CEQA") under Section 15378(b)(8) and 15061(b)(3) of the State CEQA Guidelines because CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA; and

2. Conduct a Public Hearing pursuant to California Government Code Section 53083; and

3. Adopt Resolution No. 2021-13, entitled:
"A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF STANTON,

CALIFORNIA, ACCEPTING THE ECONOMIC DEVELOPMENT

SUBSIDY REPORT PREPARED PURSUANT TO GOVERNMENT CODE
SECTION 53083 REGARDING A PUBLIC BENEFIT AGREEMENT BY
AND BETWEEN THE CITY OF STANTON AND RODEO 39

MARKETPLACE, LLC, AND APPROVING SAID PUBLIC BENEFIT
AGREEMENT."
Attachment: B
Click here to return to the agenda.

BACKGROUND:

Rodeo 39 Marketplace, LLC (" Developer"), operates Rodeo 39 Public Market and Shops (" Rodeo 39"), located at 12885 Beach Blvd. in the City of Stanton. The center, which was redeveloped by the Developer' s affiliate, Frontier Village Center LLC Frontier"), was a blighted and underutilized shopping center. Today, it is a state- ofthe- art food hall that features more than a dozen unique ( non -chain) restaurants. It also includes entertainment such as a virtual reality arcade, services including a nail shop and tattoo parlor, and boutique stores. Despite having its grand opening during the pandemic, Rodeo 39 has quickly become a gathering place for residents and visitors, alike.

To ensure Rodeo 39' s long- term viability and to obtain certain concessions from the Developer, as described below, the City has negotiated a Public Benefit Agreement Agreement") with the Developer.

Under the proposed Agreement, the City would provide the Developer with an economic development subsidy loan of $ 2. 25M following the Agreement' s execution. The Agreement requires the Developer to pay the City back through a tax sharing arrangement. Specifically, between October 1, 2022 through October 1, 2030, the Developer would be given a credit of 50 percent of the tax revenue earned from Rodeo 39 and the standalone restaurants on the site, Raising Cane' s and In -N -Out, which were developed in 2018 by Frontier. The tax sharing credits received by the Developer would be applied toward its repayment of the $ 2. 25M loan.

The tax revenue sharing begins in 2022 to account for pandemic -related governmental regulations that have restricted Rodeo 39 from operating at full capacity. The Developer would also be credited with 50 percent of the tax revenues earned from Rodeo 39 and the standalone restaurants, from their opening dates through October 1, 2022.

In exchange for providing the economic subsidy loan, the proposed Agreement provides that Developer will operate Rodeo 39 as a commercial retail center for at least 10 years.

During that period, the Developer would maintain the entirety of the site in good condition, as defined in the proposed Agreement. Provisions are in place that require the Developer to pay the balance of the loan ( less any tax credits earned) if the Developer sells or transfers any portion of the property to another buyer or goes into bankruptcy. Moreover, if at the end of the Agreement' s term the $ 2. 25M has not been paid back through the tax sharing arrangement, then the City may require the Developer to pay the outstanding amount ( less any credits earned) at that time.

ANALYSIS/ JUSTIFICATION:

Government Code section 53083 allows public agencies like the City to use public funds to stimulate economic development within the City. Among other things, the law allows a public agency to provide bonds, grants, loans, fee waivers, tax exemptions, tax credits and other incentives in order to encourage economic growth within its jurisdiction. Prior 2 to providing such an economic subsidy, the City must publicly issue an " economic subsidy report" detailing, among other things, the amount of the subsidy and its beginning and end dates, the projected tax revenue the proposed subsidy is estimated to generate, and the subsidy' s public purpose.

Here, the proposed economic development subsidy loan will allow Rodeo 39 to continue operating a state- of-the- art food hall and shops for at least the next decade and help ensure that the City will avoid the previously endemic blight conditions at the site. The City has a strong interest in Rodeo 39' s long-term viability, which is the primary purpose of the economic subsidy.

The center' s future success has many public benefits. Among other things, Rodeo 39 provides significant employment and employment opportunities to the citizens of Stanton and the surrounding region. There are approximately 44 full-time jobs and approximately 154 part-time jobs available Rodeo 39, even with pandemic -related restrictions in place. Providing the economic subsidy will assist the Company in maintaining that level of employment.

Rodeo 39 also provides sales tax revenue to the City that would otherwise not be available. The City anticipates Rodeo 39 will result in approximately $ 200,000 of tax revenue, annually, based on tax revenues that were collected while pandemic -related restrictions have been in place. This total includes the local one -cent sales and use tax as well as the voter -approved 1% transaction and use tax. Once pandemic - related restrictions are lifted, tax revenues should increase. The needed sales tax revenue generated from Rodeo 39 may be used by the City for the funding of essential public services and facilities, including, but not limited to, public safety services and facilities, public improvements, and recreational opportunities.

Moreover, Rodeo 39 has served as a catalyst in improving economic and physical conditions in the City. The once -depressed site is now a modernized and bustling gathering space for residents and visitors. Rodeo 39 fosters a business and civic environment that has attracted additional investment in the City, which assists the City in its goal of furthering the development of the entire community.

If the City Council approves of the economic subsidy report and authorizes the execution of the proposed Agreement, the report will be posted on the City' s website for the subsidy' s duration. As required by statute, within five years of issuing the subsidy, the City will hold another public hearing to review the report.

FISCAL IMPACT:

The City would provide Rodeo 39 Marketplace, LLC, an economic development subsidy loan totaling $ 2. 25M from the General Fund.
3 ENVIRONMENTAL IMPACT:

In accordance with the requirements of the CEQA, this project has been determined to be exempt under Section 15378( b)( 8) and 15061( b)( 3) of the State CEQA Guidelines because CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

I I x0M IIIN =kT/ I ATITA
Both the Public Benefit Agreement and the Economic Development Subsidy Report have been reviewed and approved by the City Attorney' s Office.

STRATEGIC PLAN OBJECTIVE( S) ADDRESSED:

2. Provide a strong local economy.

5. Provide a high quality of life.

I0l-11lei 01[ 011aWill I[ C01A
Notice was posted in three public places within the City and on the City' s website for a public hearing to be held on April 27, 2021.

Prepared by:
s/ Jason Huynh
Jason Huynh
Management Intern
Approved by:
s/ Jarad L. Hildenbrand
Jarad L. Hildenbrand
City Manager
Attachment:

IGS:Z . 111[ iC.77 C.WIDYAHB1
12 Approved as to form by:
s/ HongDao Nguyen
HongDao Nguyen
City Attorney
Attachment: A
RESOLUTION NO. 2021- 13

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF STANTON, CALIFORNIA,

ACCEPTING THE ECONOMIC DEVELOPMENT SUBSIDY REPORT PREPARED PURSUANT TO GOVERNMENT CODE SECTION 53083 REGARDING A PUBLIC

BENEFIT AGREEMENT BY AND BETWEEN THE CITY OF STANTON AND RODEO 39 MARKETPLACE, LLC, AND APPROVING SAID PUBLIC BENEFIT AGREEMENT WHEREAS, the City of Stanton (" City") wishes to support and encourage economic and business development in the community, including the generation of municipal revenues to provide necessary public services and facilities; and WHEREAS, Rodeo 39 Marketplace, LLC (" Rodeo 39"), a California limited liability company, operates the Rodeo 39 Public Market and Shops, located at 12885 Beach Blvd, Stanton, CA 90680; and
WHEREAS, the tenants of Rodeo 39 Public Market and Shops are expected to generate significant new local sales tax revenues for the City; and WHEREAS, the City and Rodeo 39 have negotiated a Public Benefit Agreement Agreement"), attached hereto as Exhibit B and incorporated herein by reference, for the retention of the Rodeo 39 Public Market and Shops in the City; and WHEREAS, pursuant to that Agreement, the City has agreed to provide Rodeo 39 a onetime, forgivable loan of Two Million Two Hundred Fifty Thousand Dollars ($ 2, 250, 000); and
WHEREAS, the City has agreed to credit fifty percent ( 50%) of the sales tax revenue payable to the City that is generated by the Rodeo 39 Public Market and Shops and the Raising Cane' s and In -N -Out restaurants ( 12775 and 12975 Beach Blvd, respectively) located in the Rodeo 39 Public Market and Shops parking lot towards repayment of the aforementioned loan; and
WHEREAS, based on information provided by City staff, and other such written and oral evidence as presented to the City, the City finds and determines that the allocation of funds to Rodeo 39 pursuant to the Agreement is reasonably related to a legitimate governmental purpose in that the retention of the marketplace will provide numerous public benefits, including:

Page 1 of 6 ends

Retaining jobs and providing opportunity for additional job growth throughout the term of this Agreement; and
Increasing services and economic activity in the area, which may attract additional businesses and investment in the community; and
Maintaining economic diversity in the community and stimulating the economic recovery of the region; and
WHEREAS, in accordance with Government Code Section 53083, the City prepared and made available to the public, including on its website, the Economic Development Subsidy Report (" EDSR") attached hereto as Exhibit A and incorporated herein by reference; and
WHEREAS, in accordance with Government Code Section 53083, the City held a noticed public hearing on April 27, 2021 to consider all written and oral comments on the EDSR; and
WHEREAS, pursuant to Public Resources Code Section 21067 and State CEQA Guidelines Section 15367, the City is the lead agency for purposes of the Agreement; and
WHEREAS, the City has determined that the acceptance of the EDSR and approval of the Agreement are not a " project' pursuant to State CEQA Guidelines Section 15378( b)( 8) because the EDSR and Agreement involves the creation of a government funding mechanism, or other fiscal activity, that does not involve any commitment to any specific project which may result in a direct or indirect physical change in the environment; and
WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF STANTON, CALIFORNIA, DOES HEREBY RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS:

SECTION 1. The recitals above are true and correct and are hereby incorporated and made an operative part of this Resolution.

Page 2 of 6 ends

are not subject to CEQA review. The Agreement and EDSR are not a project pursuant to State CEQA Guidelines Section 15378( b)( 8), which states that government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant effect on the environment are not subject to CEQA. Further, the Agreement and EDSR are not a project under State CEQA Guidelines Section 15061( b)( 3), which states that CEQA does not apply where it can be seen with certainty that there is not possibility that the activity in question may have a significant effect on the environment. Here, the Agreement and EDSR are fiscal activities of the City. Rodeo 39 Public Market and Shops is an existing in -city operation that functions in accordance with existing and valid permits. Should Rodeo 39 desire to expand its business or operations in the future, Rodeo 39 would be required to secure any and all governmental permits, including compliance with CEQA.

SECTION 4. The City Council finds and determines that the EDSR is in compliance with applicable law and specifically Government Code Section 53083.

SECTION 6. The City Manager or his or her designee is hereby authorized and directed to, on behalf of the City, execute any and all documents in accordance with this Resolution and applicable law.

SECTION 8. This Resolution shall become effective immediately upon its adoption PASSED, APPROVED, AND ADOPTED this 27th day of April, 2021.

DAVID J. SHAWVER, MAYOR
RESOLUTION NO. 2021- 13

Page 3 of 6 ends

APPROVED AS TO FORM:

HONGDAO NGUYEN, CITY ATTORNEY
ATTEST:

AYES:

NOES:

ABSENT:

ABSTAIN:

PATRICIA A. VAZQUEZ. CITY CLERK
RESOLUTION NO. 2021- 13

Page 4 of 6 ends

EXHIBIT A

ECONOMIC DEVELOPMENT SUBSIDY REPORT
Attached behind this cover page]
RESOLUTION NO. 2021- 13

Page 5 of 6 ends

Exhibit: A

ECONOMIC DEVELOPMENT SUBSIDY REPORT
PURSUANT TO GOVERNMENT CODE SECTION 53083

FOR OPERATING COVENANT AGREEMENT

BY AND BETWEEN

CITY OF STANTON
AND RODEO 39 MARKETPLACE, LLC
Pursuant to Government Code Section 53083, the City Council ofthe City of Stanton must hold a noticed public hearing and, prior to the public hearing, provide all ofthe following information in written form and available to the public and through the City' s website, regarding a proposed economic development subsidy to be provided by the City pursuant to a Public Benefit Agreement Agreement") by and between the City of Stanton (" City") and Rodeo 39 Marketplace, LLC Company"). Notice was posted in three public places within the City and on the City' s website for a public hearing to be held on April 27, 2021.

The purpose of this report is to provide the information required pursuant to Government Code Section 53083 in regard to the Agreement. This report shall remain available to the public and posted on the City' s website until the end date of the economic development subsidy, as further described in number 2 below.

1. The name and address of all corporations or any other business entities, except for sole proprietorships, that are the beneficiary of the economic development subsidy.

The Agreement is with Rodeo 39 Marketplace, a California limited liability company.

Rodeo 39 Marketplace, LLC
31791 Los Rios St
San Juan Capistrano, CA 92675
Attn: Dan M. Almquist

2. The start and end dates and schedule, if applicable, for the economic development subsidy.

The loan repayment begins in 2022 to account for the pandemic - related governmental regulations that have restricted Rodeo 39 from operating at maximum capacity.

Unless otherwise extended, the repayment term for the economic development subsidy loan will end at the earliest of the following:
a) the maximum re -payment of $2. 25M ( present value), which is subject to the tax sharing, as described in Number 3, below;
b) within fifteen ( 15) days ofthe sale, transfer, or assignment of any portion ofthe Rodeo 39 property, the bankruptcy of Rodeo 39 Marketplace, LLC, or the Company' s default ( as defined in the Agreement), in which the Company shall be required to pay the City the remaining balance of the loan, minus any tax sharing credits earned, as described in Number 3, below; or
c) October 1, 2030, ifthe $ 2. 25M has been repaid by this date.

3. A description of the economic development subsidy, including the estimated total amount ofthe expenditure of public funds by, or of revenue lost to, the local agency as a result of the economic development subsidy.

The City will provide the Company an economic development subsidy loan totaling Two Million Two Hundred Twenty -Five Thousand Dollars ($ 2. 25M) (" Principal").

The loan will be repaid through a credit equal to fifty percent ( 50%) ofthe sales tax revenue payable to the City that is generated by Rodeo 39, Raising Cane' s, and In -N -Out restaurants 12775 and 12975 Beach Blvd., respectively) beginning from October 1, 2022 to October 1, 2030. The loan repayment begins in 2022 to account for the pandemic - related governmental regulations that have restricted Rodeo 39 from operating at maximum capacity. The Company will also be retroactively credited with the following:

A. Fifty percent ( 50%) ofthe sales tax revenue payable to the City that was generated by the Raising Cane' s and In -N -Out restaurants from their opening in approximately September 2019, through September 30, 2022; and
B. Fifty percent ( 50%) ofthe sales tax revenue payable to the City that was generated by Rodeo 39 from its opening date in approximately September 2020, through September 30, 2022.

Ifthere is a balance outstanding at the end of the Agreement' s term, on October 1, 2030, the City and Company will meet and confer to determine the amount of the balance, and the terms of how the balance will be repaid, the term extended, or the balance otherwise forgiven.

4. A statement ofthe public purposes for the economic development subsidy.

The economic subsidy will support Rodeo 39 and assist the Company in recouping a portion of its significant development costs to help ensure Rodeo 39' s long- term viability.

Rodeo 39' s development also serves the public purpose of fostering a business and civic environment that has attracted additional businesses and investment in the community. It has increased the availability ofpublic and private services, and economic activity resulting therefrom. That has assisted the City in its goal offurthering community development and improving the economic and physical conditions in the City.

5. The projected tax revenue to the local agency as a result ofthe economic development subsidy.

The City anticipates Rodeo 39 will result in approximately Two Hundred Thousand Dollars 200, 000) oftax revenue, annually, while the subsidy is in effect. This projection is based on tax revenues that were collected during a time of pandemic - related governmental regulations that have restricted the center' s restaurants and shops from operating at full capacity. This estimated total includes the local one -cent sales and use tax as well as the voter -approved 1% transaction and use tax authorized by City Measure GG.

Additionally, the City anticipates the individual businesses in Rodeo 39 to pay annual business license fees. There will be an increase of property taxes.

6. The estimated number ofjobs created by the economic development subsidy, broken down by full-time, part-time, and temporary positions.

The economic development subsidy will assist the Company in helping create and maintain a number ofjobs in the City over the term ofthe Agreement as follows:

Up to 44 full-time jobs
Up to 154 part- time jobs

EXHIBIT B

PUBLIC BENEFIT AGREEMENT
Attached behind this cover page]
RESOLUTION NO. 2021- 13

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Exhibit: B

CITY OF STANTON

PUBLIC BENEFIT AGREEMENT
Rodeo 39 Public Market and Shops)
THIS PUBLIC BENEFIT AGREEMENT ( this " Agreement") is dated April , 2021, for identification purposes only, by and between RODEO 39 MARKETPLACE LLC, a California limited liability company ( the " Developer"), and the CITY OF STANTON, a municipal organization organized under the laws of the State of California ( the " City"). The Developer and the City are sometimes referred to herein individually as a " Party" and collectively as the " Parties." This Agreement is entered into with respect to the following recited facts ( each, a `Recital"):

AGREEMENT

NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES CONTAINED IN THIS AGREEMENT, THE DEVELOPER AND THE CITY AGREE AS FOLLOWS:
55414. 00600A33609833. 10

1. 1 " City" means the City of Stanton, a municipal corporation organized under the laws of the State of California.

1. 3 " Developer" means Rodeo 39 Marketplace LLC, a California limited liability company

1. 4 " Economic Development Loan" means and refers to the sum of Two Million Two Hundred Fifty Thousand Dollars ($ 2, 250, 000) to be paid by the City to Developer pursuant to Section 2 of this Agreement.

1. 7 ` Restaurants" means the Raising Cane' s located at 12775 Beach Boulevard and In -N -Out located at 12975 Beach Boulevard and the parcels of land on which they are located designated as assessor' s parcel numbers 131- 701- 15 and 131- 701- 2, respectively.

1. 8 " Shopping Center" means the Rodeo 39 Public Market and Shops located at 12885 Beach Blvd, in Stanton, CA designated assessor' s parcel number 131- 701- 12.

1. 9 " Start Date" means and refers to October 1, 2022.

1. 10 " Term" means and refers to the period commencing on the Start Date and continuing for a period of eight ( 8) years until October 1, 2030. 2 55414. 00600A33609833. 10

1. 11 " Unavoidable Delay" means and refers to a delay in either Party performing any obligation under this Agreement, except payment of money, arising from or on account of any cause whatsoever beyond the Party' s reasonable control, including strikes, labor troubles or other union activities, casualty, war, acts ofterrorism, riots, litigation, governmental action or inaction exclusive of City), regional natural disasters, pandemics, or inability to obtain materials.

Unavoidable Delay shall not include delay caused by a Party' s financial condition, illiquidity, or insolvency.

2. Economic Development and Job Creation Loan.

2. 3 Loan Disbursement. City shall pay to Developer the full amount of the Economic Development Loan as described in Section 2. 2 above within fifteen ( 15) calendar days after the Effective Date of this Agreement.

2. 6 Loan Repavment. The full amount of the outstanding Principal less any credits described in Section 2. 4 and 2. 5 above shall be due at the end of the Term. 3 55414. 00600A33609833. 10

2. 7 Loan Forgiveness. At the end of the Term, subject to Section 3. 5, below, City shall have the right but not the obligation to forgive the outstanding Principal owed to City by Developer. City' s decision shall take into consideration any request or information provided by Developer.

2. 8 Loan Acceleration. In the event of a sale, transfer, or conveyance of any portion of the Shopping Center, Developer' s bankruptcy, or a Default under this Agreement, the full amount of the outstanding Principal less any credits described in Section 2. 4 and 2. 5 above shall become due and payable to City within fifteen ( 15) days. Such sale, transfer, or conveyance shall be in compliance with Section 5. 2. In no event, however, shall any of the following be deemed to be a Default, result in the acceleration of the Term or otherwise require the Principal to be paid in full or in any respect constitute a violation of the foregoing restriction: ( i) the conveyance of fee title to the Site from Frontier Village Center LLC, a California limited liability company, to the wholly owned affiliate of Frontier Village Center LLC, Beach & 22 LLC, a Delaware limited liability company, or any other wholly owned affiliate of Frontier Village Center LLC, a California limited liability company in which Dan M. Almquist remains a manager; ( ii) the financing of the Shopping Center and/ or the execution, delivery and/ or recordation and/ or filing of any security instruments in connection therewith including without limitation any deed of trust, assignment of leases and rents, security agreement, fixture filing and/ or financing statement; ( iii) the leasing of any space in the Shopping Center; ( iv) the resignation, removal or other withdrawal of any manager of Developer, Beach & 22 LLC, a Delaware limited liability company, and/ or Frontier Village Center LLC, a California limited liability company, and/ or any other wholly owned affiliate of Frontier Village Center LLC, a California limited liability company, or the appointment of a new manager of any of such entities, so long as Dan M. Almquist remains a manager; ( v) the appointment of springing members for Beach & 22 LLC, a Delaware limited liability company, and/ or any other wholly owned affiliate of Frontier Village Center LLC, a California limited liability company, in connection with any financing of the Shopping Center; and/ or ( vi) the sale, redemption, grant, distribution, transfer or conveyance of any membership interests in Developer and/ or Frontier Village Center LLC, a California limited liability company, or in any of its constituent entities so long as Dan M. Almquist remains a manager and continues to hold a membership interest in Developer and Frontier Village Center LLC, a California limited liability company, and/ or in any constituent entities thereof.

3. 1 Due Organization and Authority. The City is a municipal organization organized under the laws of the State of California. The Developer is a duly organized and validly existing California limited liability company. The City and the Developer each represent that they have the legal right, power and authority to enter into this Agreement and the instruments and documents referenced in this Agreement and to consummate the transactions contemplated by this Agreement. 3. 2 No Breach of Other Obligations. Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which the City or the Developer are a party or by which either of them may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the City or the Developer.

4. Uses.

5. 1 Standards. That there shall be no discrimination against or segregation of any Person or group of Persons, on account of any basis listed in subdivision ( a) or ( d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926. 1, subdivision ( m) and paragraph ( 1) of subdivision ( p) of Section 12955, and Section 12955. 2 of 5 55414. 00600A33609833. 10
the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment ofthe Site nor shall the City or the Developer or any Person claiming under or through either of them, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, subtenants, sublessees, or vendees in the Site.

6. Maintenance Condition of the Site. The City and the Developer for themselves, their successors and assigns, covenant and agree that:

6. 1 Maintenance Standard. The entirety of the Site ( inclusive of improvements) shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, consistent with the maintenance and operation standards customary for first quality, first class shopping centers of comparable size within the County, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Site, now existing or made in the future by or with the consent of the City or their successors or assigns, as necessary to maintain the appearance and character of the Site. The obligation to maintain the Site described in the immediately preceding sentence shall include, without limitation: ( i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability; ( ii) removing all papers, mud, sand, debris, filth and refuse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; ( iii) removing or covering graffiti with the type of surface covering originally used on the affected area, ( iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; ( v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; ( vi) providing security services as reasonably indicated; and ( vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer' s obligation to maintain the Site described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the Maintenance Standard."

6. 2 Maintenance Deficiency. If, at any time following the Start Date and prior to the expiration of the Term, there is an occurrence of an adverse condition on any area of the Site in contravention of the Maintenance Standard ( each such occurrence being a " Maintenance Deficiency"), then the City may notify the Developer of the Maintenance Deficiency. If the 6 55414. 00600A33609833. 10
Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty ( 30) calendar days following the Developer' s receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of Notice of the hearing to the Developer, at least ten ( 10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions ofthis Section 6. If, upon the conclusion ofthe public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Site and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 6, including Legal Costs, shall be reimbursed to the City by the Developer, within thirty ( 30) calendar days after Notice of such amount to the Developer.

6. 3 Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Site, that is visible from any public right- of-way shall be removed by the City by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within five ( 5) days following the Developer' s actual discovery of the graffiti, the City shall have the right to enter the Site and remove the graffiti, without Notice to the Developer. Any sum expended by the City for the removal of graffiti from the Site pursuant to this Section 6 shall be reimbursed to the City, within thirty ( 30) calendar days after Notice of such amount to the Developer. Any amount expended by the City for the removal of graffiti pursuant to this Section

6. 3 that is not reimbursed to the City by the Developer within thirty ( 30) calendar days after Notice of such amount to the Developer, shall accrue Default Interest, until paid in full.

7. Remedies.

7. 1 Legal Action. Subject to the other terms and conditions of this Agreement, following the occurrence of a Default, the injured Party may seek any remedy or damages available to such Party at law or in equity by initiating legal proceedings.

7. 3 Remedies Cumulative. The rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by any Party of one or more of such rights or 7 55414. 00600A33609833. 10
remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by any other Party.

8. Indemnification.

8. 1 Developer Indemnitv Obligations. TO THE FULLEST EXTENT PERMITTED

BY LAW, THE DEVELOPER AGREES TO INDEMNIFY, DEFEND ( UPON WRITTEN

REQUEST BY THE CITY AND WITH COUNSEL REASONABLY ACCEPTABLE TO THE

CITY) AND HOLD HARMLESS EACH AND ALL OF THE CITY PARTIES ( INCLUDING,

WITHOUT LIMITATION, THE CITY, ITS OFFICIALS, OFFICERS, EMPLOYEES,

CONSULTANTS, SUBCONTRACTORS, AGENTS, AND REPRESENTATIVES) FROM

AND AGAINST ALL CLAIMS THAT ARE IN ANY MANNER DIRECTLY OR

INDIRECTLY CAUSED, OCCASIONED OR CONTRIBUTED TO IN WHOLE OR IN PART BY:

8. 1. 1 ANY ACT, OMISSION, FAULT OR NEGLIGENCE, WHETHER

ACTIVE OR PASSIVE, OF THE DEVELOPER OR THE DEVELOPER' S OFFICERS,

AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS OR SUBCONTRACTORS OF

ANY TIER, RELATING IN ANY MANNER TO THIS AGREEMENT OR ANY WORK TO

BE PERFORMED BY ANY SUCH PERSON RELATED TO THIS AGREEMENT OR THE SITE; OR

8. 1. 2 ANY AUTHORITY OR OBLIGATION EXERCISED OR
UNDERTAKEN BY THE DEVELOPER UNDER OR PURSUANT TO THIS AGREEMENT; OR

8. 1. 3 ANY BREACH OR DEFAULT IN PERFORMANCE OF ANY
OBLIGATION OF THE DEVELOPER UNDER THIS AGREEMENT; OR

8. 1. 4 ANY BREACH OF DEFAULT IN THE OBLIGATION TO PAY
STATE PREVAILING WAGES IF REQUIRED BY LAW; OR

8. 1. 5 ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781.

8. 2 ATTORNEY FEES. THE CITY PARTIES SHALL BE ENTITLED TO

RECOVER THEIR REASONABLE ATTORNEY FEES AND ACTUAL COSTS INCURRED

IN ENFORCING THE DEVELOPER' S INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS SECTION 8.

8. 3 SURVIVAL OF INDEMNIFICATION AND DEFENSE OBLIGATIONS. THE

DEVELOPER' S INDEMNIFICATION AND DEFENSE OBLIGATIONS PURSUANT TO THIS SECTION 8 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF

THIS AGREEMENT, UNTIL ALL CLAIMS AGAINST ANY OF THE CITY PARTIES

INVOLVING ANY OF THE INDEMNIFIED MATTERS ARE FULLY, FINALLY,

ABSOLUTELY AND COMPLETELY BARRED BY THE APPLICABLE STATUTES OF LIMITATIONS.
55414. 00600A33609833. 10

8. 4 INDEPENDENT DUTY TO DEFEND. THE DEVELOPER' S DUTY TO

DEFEND THE CITY PARTIES IS SEPARATE AND INDEPENDENT OF THE DEVELOPER' S DUTY TO INDEMNIFY THE CITY PARTIES. THE DUTY TO DEFEND

INCLUDES CLAIMS FOR WHICH THE CITY PARTIES MAY BE LIABLE WITHOUT FAULT OR STRICTLY LIABLE. THE DUTY TO DEFEND APPLIES REGARDLESS OF

WHETHER THE ISSUES OF NEGLIGENCE, LIABILITY, FAULT, DEFAULT, OR OTHER

OBLIGATION ON THE PART OF THE DEVELOPER OR THE CITY PARTIES HAVE BEEN DETERMINED. THE DUTY TO DEFEND APPLIES IMMEDIATELY,

REGARDLESS OF WHETHER THE CITY PARTIES HAVE PAID ANY SUMS OR

INCURRED ANY DETRIMENT ARISING OUT OF OR RELATING ( DIRECTLY OR INDIRECTLY) TO ANY CLAIMS. IT IS THE EXPRESS INTENTION OF THE

DEVELOPER AND THE CITY THAT THE CITY PARTIES BE ENTITLED TO OBTAIN

SUMMARY ADJUDICATION OR SUMMARY JUDGMENT REGARDING THE

DEVELOPER' S DUTY TO DEFEND THE CITY PARTIES AT ANY STAGE OF ANY CLAIM OR SUIT WITHIN THE SCOPE OF THIS SECTION 8.

8. 5 INDEMNIFICATION PROCEDURES. WHEREVER THIS AGREEMENT REQUIRES ANY INDEMNITOR TO INDEMNIFY ANY INDEMNITEE:

8. 5. 1 PROMPT NOTICE. THE INDEMNITEE SHALL PROMPTLY
NOTIFY THE INDEMNITOR OF ANY CLAIM.

8. 5. 2 SELECTION OF COUNSEL. THE INDEMNITOR SHALL
SELECT COUNSEL REASONABLY ACCEPTABLE TO THE INDEMNITEE. COUNSEL

TO INDEMNITOR' S INSURANCE CARRIER THAT IS PROVIDING COVERAGE FOR A

CLAIM SHALL BE DEEMED REASONABLY SATISFACTORY, EXCEPT IN THE EVENT

OF A POTENTIAL OR ACTUAL CONFLICT OF INTEREST FOR SUCH COUNSEL

REGARDING SUCH REPRESENTATION OR SUCH COUNSEL PROVES TO BE INCOMPETENT REGARDING SUCH REPRESENTATION. EVEN THOUGH THE

INDEMNITOR SHALL DEFEND THE CLAIM, INDEMNITEE MAY, AT ITS OPTION AND

ITS OWN EXPENSE, ENGAGE SEPARATE COUNSEL TO ADVISE IT REGARDING THE CLAIM AND ITS DEFENSE. THE INDEMNITEE' S SEPARATE COUNSEL MAY ATTEND ALL PROCEEDINGS AND MEETINGS. THE INDEMNITOR' S COUNSEL SHALL ACTIVELY CONSULT WITH THE INDEMNITEE' S SEPARATE COUNSEL. THE

INDEMNITOR AND ITS COUNSEL SHALL, HOWEVER, FULLY CONTROL THE

DEFENSE, EXCEPT TO THE EXTENT THAT THE INDEMNITEE WAIVES ITS RIGHTS TO INDEMNITY AND DEFENSE FOR SUCH CLAIM.

8. 5. 3 COOPERATION. THE INDEMNITEE SHALL REASONABLY

COOPERATE WITH THE INDEMNITOR' S DEFENSE OF THE INDEMNITEE, PROVIDED

THE INDEMNITOR REIMBURSES THE INDEMNITEE' S ACTUAL OUT OF POCKET EXPENSES ( INCLUDING LEGAL COSTS) OF SUCH COOPERATION.

8. 5. 4 SETTLEMENT. THE INDEMNITOR MAY ONLY SETTLE A

CLAIM WITH THE INDEMNITEE' S CONSENT, NOT TO BE UNREASONABLY WITHHELD.
9 55414. 00600A33609833. 10

8. 6 Compliance with Laws.

8. 6. 2 The Developer, on behalf of itself, its successors, and assigns, waives the protections of Civil Code Section 1542, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT

THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER

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

BY INITIALING BELOW, THE DEVELOPER ACKNOWLEDGES THAT IT AGREES WITH THE STATEMENTS CONTAINED IN THIS SECTION 7. 6. 2:

Developer Representative Initials

9. General Provisions.

9. 1 Incorporation of Recitals. The Recitals of fact preceding this Agreement are true and correct and are incorporated into this Agreement, in their entirety, by this reference.

9. 2 Notices. Demands and Communications Between the Parties.

9. 2. 1 Notices. Any and all Notices submitted by any Party to any other Party pursuant to or as required by this Agreement shall be proper, if in writing and transmitted to the address of the Party set forth in Section 9. 2. 2 by one or more of the following methods: ( i) messenger for immediate personal delivery, ( ii) a nationally recognized overnight ( one business day) delivery service ( i. e., Federal Express, United Parcel Service, etc.) or ( c) first class United States mail, postage prepaid. Such Notices may be sent in the same manner to such other addresses as either Party may designate, from time to time, by Notice. Any Notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service or when delivery has been attempted twice, as evidenced by the written report of the courier service) or five ( 5) calendar days after it is deposited with the United States Postal Service for 10 55414. 00600A33609833. 10
delivery as first class mail, as provided in this Section 9. 2. 1. Rejection, other refusal to accept, the inability to deliver a Notice because of a changed address of which no Notice was given, or other action by a Person to whom Notice is sent, shall be deemed receipt of the Notice by such Person. Delivery of a Notice to any courtesy copy recipient shall not be a prerequisite to the validity or effectiveness of any Notice.

9. 2. 2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties, as of the Effective Date:

To the City: City of Stanton
7800 Katella Ave.

Stanton, CA 90680
Attn: City Manager
To the Developer: Rodeo 39 Marketplace LLC
31791 Los Rios Street
San Juan Capistrano, CA 92675
Attn: Dan M. Almquist

9. 3 Warranty Against Payment of Consideration for Agreement. The City and the Developer each represent and warrant that: ( a) they have not employed or retained any person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees of the City or the Developer; and ( b) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by the City, the Developer or any of their agents, employees or representatives to any elected or appointed official or employee of either the City in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 9.3 shall automatically terminate this Agreement, without further notice to or action by either Party and, upon any such termination of this Agreement, the Developer shall immediately refund any payments made to or on behalf of the Developer by the City, pursuant to this Agreement or otherwise related to the Site, prior to the date of any such termination.

9. 5 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between all or any ofthe Parties arising from this Agreement, whether prior to or following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between such Parties, either by written settlement, entry of a non - appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 11 55414. 00600A33609833. 10

9. 6 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean consecutive business days.

9. 10 Unavoidable Delay: Extension of Time of Performance.

9. 10. 1 Notice. Subject to any specific provisions of this Agreement stating that they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of an Unavoidable Delay, performance by any Party under this Agreement shall not be deemed, or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall notify the other Parties: ( i) within ten 10) days after such Party knows of any such Unavoidable Delay; and ( ii) within five ( 5) days after such Unavoidable Delay ceases to exist. To be effective, any notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The extension of time for an 12 55414. 00600A33609833. 10
Unavoidable Delay shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Parties not claiming an extension of time to perform due to such Unavoidable Delay and shall continue until the end of the condition causing the Unavoidable Delay. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise its commercially reasonable best efforts to cure the condition causing the Unavoidable Delay, within a reasonable time.

9. 10. 2 Assumption of Economic Risks. EACH PARTY EXPRESSLY

AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF ANY PARTY