CC Agd 05-21-2024 (Special) (Website)

NOTICE AND CALL
CITY COUNCIL / STANTON HOUSING AUTHORITY

SPECIAL MEETING
TO THE MEMBERS OF THE CITY COUNCIL / STANTON HOUSING AUTHORITY FOR THE CITY OF STANTON
AND TO THE CITY CLERK / SECRETARY:
NOTICE IS HEREBY GIVEN that a Special Meeting of the City Council / Stanton Housing Authority for the City of
Stanton is hereby called by the Mayor / Chairman, to be held on May 21, 2024, commencing at 5:00 p.m. at 7800
Katella Avenue, Stanton, CA 90680.
The Agenda for the Special Meeting is attached to this Notice and Call.
Dated: May 20, 2024
s/ Patricia A. Vazquez, City Clerk / Secretary
PUBLIC ACCESS IN-PERSON AND VIA TELECONFERENCE

(Electronically / Telephonically)
Attendance by the members of the public may view the meeting live in one of the following ways:
• Attend in person - City Council Chambers: 7800 Katella Avenue, California 90680.
• Via Teleconference (electronically / telephonically) - Zoom:
In order to join the meeting via telephone please follow the steps below:
1. Dial the following phone number +1 (669) 444-9171 (US).
2. Dial in the following Meeting ID: (872 6822 7552) to be connected to the meeting.
In order to join the meeting via electronic device please utilize the Zoom URL link below:
• https://us02web.zoom.us/j/87268227552?pwd=ajAyODFQbUplWDFQM2x3M2hmTWxzdz09
ANY MEMBER OF THE PUBLIC WISHING TO PROVIDE PUBLIC COMMENT FOR ANY ITEM ON THE
AGENDA MAY DO SO AS FOLLOWS:
• Attend in person and complete and submit a request to speak card to the City Clerk.
• E-Mail your comments to [email protected] with the subject line “PUBLIC COMMENT ITEM #”
(insert the item number relevant to your comment). Comments received no later than 4:00 p.m. before
the scheduled meeting will be compiled, provided to the City Council, and made available to the public
before the start of the meeting. Staff will not read e-mailed comments at the meeting. However, the official
record will include all e-mailed comments received until the close of the meeting.
Should you have any questions related to participation in the City Council Meeting, please contact the City
Clerk’s Office at (714) 890-4245 or via e-mail at [email protected].
IN COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT, IF YOU NEED SPECIAL ASSISTANCE TO PARTICIPATE IN
THIS MEETING, PLEASE CONTACT THE OFFICE OF THE CITY CLERK AT (714) 890-4245. NOTIFICATION PRIOR TO THE
MEETING WILL ENABLE THE CITY TO MAKE REASONABLE ARRANGEMENTS TO ENSURE ACCESSIBILITY TO THIS MEETING.
AGENDA
CITY COUNCIL / STANTON HOUSING AUTHORITY
SPECIAL MEETING
STANTON CITY HALL, 7800 KATELLA AVENUE, STANTON, CA
TUESDAY, MAY 21, 2024 - 5:00 P.M.
PUBLIC ACCESS IN-PERSON AND VIA TELECONFERENCE

(Electronically / Telephonically)
Attendance by the members of the public may view the meeting live in one of the following ways:
• Attend in person - City Council Chambers: 7800 Katella Avenue, California 90680.
• Via Teleconference (electronically / telephonically) - Zoom:
In order to join the meeting via telephone please follow the steps below:
1. Dial the following phone number +1 (669) 444-9171 (US).
2. Dial in the following Meeting ID: (872 6822 7552) to be connected to the meeting.
In order to join the meeting via electronic device please utilize the Zoom URL link below:
• https://us02web.zoom.us/j/87268227552?pwd=ajAyODFQbUplWDFQM2x3M2hmTWxzdz09
ANY MEMBER OF THE PUBLIC WISHING TO PROVIDE PUBLIC COMMENT FOR ANY ITEM ON THE
AGENDA MAY DO SO AS FOLLOWS:
• Attend in person and complete and submit a request to speak card to the City Clerk.
• E-Mail your comments to [email protected] with the subject line “PUBLIC COMMENT ITEM #”
(insert the item number relevant to your comment). Comments received no later than 4:00 p.m. before
the scheduled meeting will be compiled, provided to the City Council, and made available to the public
before the start of the meeting. Staff will not read e-mailed comments at the meeting. However, the official
record will include all e-mailed comments received until the close of the meeting.
Should you have any questions related to participation in the City Council Meeting, please contact the City
Clerk’s Office at (714) 890-4245 or via e-mail at [email protected].
In compliance with the Americans With Disabilities Act, if you need special assistance to participate in this
meeting, please contact the Office of the City Clerk at (714) 890-4245 or via e-mail at [email protected].
Notification prior to the meeting will enable the City to make reasonable arrangements to assure accessibility
to this meeting.
Stanton City Council Special Agenda Prepared by the Office of the City Clerk
May 21, 2024
Page 1 of 3
The City Council agenda and supporting documentation is made available for public review and inspection during
normal business hours in the Office of the City Clerk, 7800 Katella Avenue, Stanton California 90680 immediately
following distribution of the agenda packet to a majority of the City Council. Packet delivery typically takes place
on Thursday afternoons prior to the regularly scheduled meeting on Tuesday. The agenda packet is also available
for review and inspection on the city’s website at www.StantonCA.gov.
1. CLOSED SESSION (5:00 PM)
2. ROLL CALL Council / Authority Member Taylor

Council / Authority Member Torres
Council / Authority Member Van
Mayor Pro Tem / Vice Chairperson Warren
Mayor / Chairman Shawver
3. PUBLIC COMMENT ON CLOSED SESSION ITEMS
Closed Session may convene to consider matters of purchase / sale of real property
(G.C. §54956.8), pending litigation (G.C. §54956.9(a)), potential litigation (G.C.
§54956.9(b)) or personnel items (G.C. §54957.6). Records not available for public
inspection.
4. CLOSED SESSION
4A. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION

Pursuant to Government Code section 54956.9(d)(1)
Number of cases: 1
Case Name: Tina Pacific Residents Association, et al. v. City of Stanton

Case Number: OCSC 39-2023-01316300-CU-WM-CXC
5. CALL TO ORDER STANTON CITY COUNCIL / HOUSING AUTHORITY JOINT

REGULAR MEETING
6. ROLL CALL Council / Authority Member Taylor

Council / Authority Member Torres
Council / Authority Member Van
Mayor Pro Tem / Vice Chairperson Warren
Mayor / Chairman Shawver
7. PLEDGE OF ALLEGIANCE
May 21, 2024
Page 2 of 3
SPECIAL ORDERS OF THE DAY
8. NEW BUSINESS
8A. CONSIDERATION OF RESOLUTION NO. 2024-19 TERMINATING THE EXCLUSIVE

NEGOTIATION AGREEMENT WITH BRANDYWINE ACQUISITIONS GROUP, C&C
DEVELOPMENT COMPANY, AND NATIONAL COMMUNITY RENAISSANCE OF
CALIFORNIA REGARDING THE POTENTIAL REDEVELOPMENT OF THE TINA-
PACIFIC NEIGHBORHOOD
The City Council and Housing Authority will consider terminating the Exclusive
Negotiation Agreement (“ENA”) with Brandywine Acquisitions Group, C&C Development
Company, and National Community Renaissance of California (collectively, the
“Developers”) for the potential redevelopment of the Tina Pacific neighborhood. For 14
months, the City, Housing Authority, and Developers have been defending against a
lawsuit brought by the Public Law Center that seeks to, among other things, block the
potential development of new housing in the neighborhood. The litigation depletes funds
intended for any potential project and spends down money that the City and Housing
Authority would have otherwise used to reinvest in the neighborhood. Given the ongoing
lawsuit and the uncertainty of whether the PLC will agree to any resolution, the City,
Housing Authority, and Developers have mutually agreed to terminate the ENA, effective
immediately.
RECOMMENDED ACTION:
1. City Council and Housing Authority find that this item is not subject to California
Environmental Quality Act (“CEQA”) pursuant to Section 15378(b)(5)(Organizational
or administrative activities of governments that will not result in direct or indirect
physical changes in the environment); and
2. Approve Resolution No. 2024-19, entitled:
“A RESOLUTION OF THE CITY COUNCIL AND THE HOUSING
AUTHORITY OF THE CITY OF STANTON TERMINATING THE
EXCLUSIVE NEGOTIATION AGREEMENT WITH BRANDYWINE
ACQUISITIONS GROUP, C&C DEVELOPMENT COMPANY, AND
NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA
REGARDING THE POTENTIAL REDEVELOPMENT OF THE TINA-
PACIFIC NEIGHBORHOOD AND MAKING A FINDING OF EXEMPTION
FROM CEQA”.
9. ADJOURNMENT
I hereby certify under penalty of perjury under the laws of the State of California, the foregoing
agenda was posted at the Post Office, Stanton Community Services Center and City Hall, not
less than 24 hours prior to the meeting. Dated this 20th day of May, 2024.
s/ Patricia A. Vazquez, City Clerk/Secretary
May 21, 2024
Page 3 of 3
Item: 8A
Click here to return to the agenda.
CITY OF STANTON
REPORT TO THE
CITY COUNCIL AND STANTON HOUSING AUTHORITY
TO: Honorable Mayor and Members of the City Council and Chairman and
Housing Authority Members
DATE: May 21, 2024
SUBJECT: CONSIDERATION OF RESOLUTION NO. 2024-19 TERMINATING THE

PACIFIC NEIGHBORHOOD
REPORT IN BRIEF:
The City Council and Housing Authority will consider terminating the Exclusive
Negotiation Agreement (“ENA”) with Brandywine Acquisitions Group, C&C Development
Company, and National Community Renaissance of California (collectively, the
“Developers”) for the potential redevelopment of the Tina Pacific neighborhood. For 14
months, the City, Housing Authority, and Developers have been defending against a
lawsuit brought by the Public Law Center that seeks to, among other things, block the
potential development of new housing in the neighborhood. The litigation depletes funds
intended for any potential project and spends down money that the City and Housing
Authority would have otherwise used to reinvest in the neighborhood. Given the ongoing
lawsuit and the uncertainty of whether the PLC will agree to any resolution, the City,
Housing Authority, and Developers have mutually agreed to terminate the ENA, effective
immediately.
RECOMMENDED ACTIONS:
Environmental Quality Act (“CEQA”) pursuant to Section 15378(b)(5)(Organizational
or administrative activities of governments that will not result in direct or indirect
physical changes in the environment); and
2. Approve Resolution No. 2024-19, entitled:

“A RESOLUTION OF THE CITY COUNCIL AND THE HOUSING
AUTHORITY OF THE CITY OF STANTON TERMINATING THE
PACIFIC NEIGHBORHOOD AND MAKING A FINDING OF EXEMPTION
FROM CEQA”.
BACKGROUND:
A. Property Acquisitions and Dissolution of Redevelopment Agency
The Tina Pacific Neighborhood is generally located in the northeast quadrant of the City,
at the intersection of Magnolia and Pacific Aves. More specifically, the site is bounded by
Magnolia Ave. to the east, Sherrill St. to the west, an alleyway south of Pacific Ave. to the
south, and Tina Way to the north. The site is approximately 10.27 acres, and includes 40
parcels, along with portions of two public streets and two public alleyways. Since 2010,
the City’s former redevelopment agency, City, and Housing Authority has acquired 31 out
of the 40 parcels, with the remaining nine parcels still privately owned.
The properties were purchased with the intent of eventually redeveloping the
neighborhood when all parcels had been acquired, but many obstacles have arisen. Chief
amongst them is the State’s dissolution of redevelopment agencies in 2012. Under former
redevelopment law, local government entities were authorized to revitalize blighted areas
in their jurisdictions through specific statutory planning and funding. Without that program,
the City and Housing Authority are millions of dollars short of being able to redevelop the
neighborhood.
Thus, from 2010 to present, the City and Housing Authority have managed the properties
and served as landlords to the tenants. The City contracts with Quality Management
Group (“QMG”) as the property manager that collects rent and responds to tenant calls
and requests. The rents collected go directly back into the Housing Authority fund to repair
and maintain the properties and pay QMG’s property management fees. Any additional
funds in the Housing Authority budget could be used for affordable housing, including
potential redevelopment of the Tina Pacific neighborhood.
Despite redevelopment’s dissolution, the City and Housing Authority have been
committed to exploring partnerships with private developers to potentially redevelop the
neighborhood. However, no partnership has culminated into any development project.
B. Surplus Land Act and Negotiations
In 2020, Assembly Bill 1486 (Surplus Land Act; the “Act”), took effect, and amended the
process governing the disposition of a city’s surplus land. The Act’s focus is to incentivize
the creation of housing and/or parks on both State- and city-owned surplus property. At
its regular October 27, 2020 meeting, City Council and Housing Authority declared its 31
Tina Pacific parcels as surplus. After following the required statutory processes, on
December 14, 2021, the City Council approved an exclusive negotiation agreement with
the Developers that established a 180 day period to negotiate regarding potential
development. In their proposal, the Developers’ proposed the construction of 116 market-
rate units and 108 affordable units.
Beyond agreeing to engage in negotiations, the parties have never reached an agreement
on any specific project. That is because an ENA puts the parties into an exploratory
process to see if they are able to agree to a “disposition and development agreement”
(“DDA”). A DDA would set critical terms, including the purchase price and a mutually-
agreed upon project description. The parties never reached agreements on these key
terms. If the parties had reached a DDA and implemented it, then the City Council would
have adopted a relocation plan, as required by State law, to compensate for, and facilitate
alternative housing for displaced tenants. The specific relocation amounts for displaced
tenants are based on statutory formulas, and relocating all residents would eventually
cost millions of dollars.
Due to variables of whether a DDA could be reached, the parties explicitly noted that the
ENA’s outcome was uncertain. Section 5(a) provides:
“Nothing in this [ENA] Agreement shall impose any obligation on either

Party to agree to a definitive DDA or other agreement in the future. Nothing
in this Agreement shall be interpreted or construed to be a guaranty,
warranty or representation that any proposed DDA or other agreement that
may be negotiated by City staff and any Developer will be approved by the
City’s governing body.”
Following December 2021, the ENA’s term was extended several times to allow the
parties additional time to negotiate. The ENA is set to expire August 10, 2024.
C. Public Law Center Lawsuit
On March 30, 2023, the Public Law Center and The Public Interest Law Project
(collectively “Public Law Center” or “PLC”) initiated a lawsuit on behalf of the Kennedy
Commission, and both named and unnamed residents in the neighborhood against the
City, the Housing Authority, the City Manager, and related entities (see, e.g., Tina-Pacific
Residents Association v. City of Stanton, et al., Case No. 30-2023-01316300-CU-WM-
CXC). The PLC also sued Developers as real parties in interest.
Central to the PLC’s suit is that a “project” exists because the City and Developers have
entered into the ENA. They assert that because there is an alleged “project,” the City
Council is obligated to take actions, such as adopt a relocation plan and replacement
housing plan. The City and Developers disagree. There is no project because the City
and Developers have only negotiated toward a potential DDA, and no DDA has been
reached. No tenant has, or is being displaced due to ENA negotiations. Likewise, no unit
was required to be replaced due to the parties’ discussions. In contrast, if a DDA had
been executed by the parties and a project proceeded, then the City Council would have
adopted a relocation plan and replacement housing plan. That is because unlike an ENA,
a DDA would actually confer upon the Developers legal rights to purchase the property
and develop it.
ANALYSIS AND JUSTIFICATION:
For 14 months, the City have engaged in good faith negotiations with the PLC, and no
resolution has been reached. Litigation has cost the Housing Authority hundreds of
thousands of taxpayer dollars that were intended for the potential redevelopment of the
Tina Pacific Neighborhood.
The City anticipates that it will continue to expend funds in the PLC lawsuit. No settlement
has been reached after more than a year of earnest discussions, and there is no certainty
that the litigants will agree to an amicable resolution. Lawsuits like the PLC’s drive up
development costs and help facilitate the defeat of residential development. Ultimately,
the taxpayers bear the brunt of such litigation, which only serves to deepen this State’s
housing crisis.
The City cannot afford to continue to litigate this matter and explore options for affordable
housing with the Developers. Therefore, after much thought and discussion, the City and
Developers have agreed that there is no alternative but to immediately terminate the ENA.
The City will no longer be pursuing potential projects for this site at this time. Funds for a
potential development have been depleted and will continue to be spent down in litigation.
The remaining Housing Authority funds must be preserved for litigation and to fulfill the
City’s continued landlord obligations. That includes conducting emergency temporary and
permanent relocations for tenants who live in units that were damaged by California’s
winter storms.
The result of the ENA’s termination is that the City and Developers will cease negotiating
any potential redevelopment of the Tina Pacific Neighborhood. From here, the City will
start the process to notify the California Department of Housing and Community
Development, pursuant to the Surplus Land Act, that the parties were unable to reach
any agreement.
Staff’s request is for the City Council and Housing Authority to adopt Resolution No. 2024-
19, which would terminate the ENA, immediately upon adoption.
FISCAL IMPACT:
Collectively, the Developers have paid deposits to the City in an amount of $135,000, to
offset the City’s costs of engaging in the ENA negotiations. Those deposits have been
spent and do not cover the costs of defending against the PLC litigation. The Housing
Authority projected available fund balance (unencumbered) as of June 30, 2024 is $5.3
million.
ENVIRONMENTAL IMPACT:
In accordance with the requirements of the California Environmental Quality Act (CEQA),
this item is not subject to CEQA pursuant to Section 15378(b)(5)(Organizational or
administrative activities of governments that will not result in direct or indirect physical
changes in the environment).
PUBLIC NOTIFICATION:
Public notification provided through the regular agenda process.
LEGAL REVIEW:
The City Attorney/Authority Counsel has prepared Resolution No. 2024-19 and approved
it as to form.
STRATEGIC PLAN OBJECTIVES ADDRESSED:
Obj. No. 3: Provide a quality infrastructure.

Obj. No. 5: Provide a high quality of life.
Obj. No. 6: Maintain and promote a responsive, high-quality, and transparent
government.
Prepared by: Hannah Shin-Heydorn, City Manager / Executive Director

Fiscal Impact Reviewed by: Michelle Bannigan, Finance Director
Approved by: Hannah Shin-Heydorn, City Manager / Executive Director
Attachments:
A. Resolution No. 2024-19
B. December 14, 2021 Staff Report
C. Original ENA
D. ENA First Extension
E. ENA Second Extension
F. January 24, 2023 Staff Report and First Amendment to ENA
G. August 8, 2023 Staff Report and Second Amendment to ENA
Attachment: A
RESOLUTION NO. 2024-19
A RESOLUTION OF THE CITY COUNCIL AND THE HOUSING AUTHORITY OF THE

CITY OF STANTON TERMINATING THE EXCLUSIVE NEGOTIATION AGREEMENT
WITH BRANDYWINE ACQUISITIONS GROUP, C&C DEVELOPMENT COMPANY, AND
NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA REGARDING THE
POTENTIAL REDEVELOPMENT OF THE TINA-PACIFIC NEIGHBORHOOD AND
MAKING A FINDING OF EXEMPTION FROM CEQA
WHEREAS, for many years, the City of Stanton and its Housing Authority have explored
potential redevelopment projects for the Tina Pacific Neighborhood, which is bounded by
Magnolia Ave. to the east, Sherrill St. to the west, an alleyway south of Pacific Ave. to the
south, and Tina Way to the north. The site is approximately 10.27 acres, and includes 40
parcels, along with portions of two public streets and two public alleyways; and
WHEREAS, the City’s former redevelopment agency began acquiring parcels in the Tina
Pacific neighborhood in 2010, pursuant to former State redevelopment law. Those laws
authorized local government entities to revitalize blighted areas in their jurisdictions through
specific statutory planning and funding; and
WHEREAS, between 2010 to 2020, the former redevelopment agency, City, and Housing
Authority acquired 31 of the 40 parcels, with the remaining nine parcels still privately
owned; and
WHEREAS, many obstacles have arisen that have prevented the area’s redevelopment.
Chief amongst them is the State’s dissolution of redevelopment agencies in 2012. Without
such funding, the City and Housing Authority are millions of dollars short of being able to
redevelop the neighborhood; and
WHEREAS, thus, from 2010 to present, the City and Housing Authority have managed the
properties and served as landlords to the tenants. The City contracts with Quality
Management Group (“QMG”) as the property manager that collects rent and responds to
tenant calls and requests. The rents collected go directly back into the Housing Authority
fund to repair and maintain the properties and pay QMG’s property management fees. Any
additional funds in the Housing Authority budget could be used for affordable housing,
including potential redevelopment of the Tina Pacific neighborhood; and
WHEREAS, a potential way to bridge funding gaps is to explore partnerships with private
developers to assist in the redevelopment of the neighborhood; and
WHEREAS, at its regular meeting on October 27, 2020, the City Council and Housing
Authority declared its 31 Tina Pacific parcels as “surplus,” pursuant to the State’s Surplus
Land Act (“SLA”). The Act’s focus is to incentivize the creation of housing and/or parks on
both State- and city-owned surplus property; and

Page 1 of 5
WHEREAS, after following the required statutory processes, on December 14, 2021, the
City of Stanton entered into an exclusive negotiation agreement (“ENA”) with Brandywine
Acquisitions Group, C&C Development Company, and National Community Renaissance of
California (collectively, the “Developers”) that established a 180 day period to negotiate
regarding potential development in the Tina Pacific Neighborhood. In their proposal, the
Developers’ proposed the construction of 116 market-rate units and 108 affordable units;
and
WHEREAS, beyond agreeing to engage in negotiations, the City of Stanton and

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

Page 2 of 5
WHEREAS, the City and Developers disagree with the PLC’s claims. There is no project
because the City and Developers have only negotiated toward a potential DDA, and no
DDA has been reached. No tenant has, or is being displaced due to ENA negotiations.
Likewise, no unit was required to be replaced due to the parties’ discussions. In contrast, if
a DDA had been executed by the parties and a project proceeded, then the City Council
would have adopted a relocation plan and replacement housing plan. That is because
unlike an ENA, a DDA would actually confer upon the Developers legal rights to purchase
the property and develop it; and
WHEREAS, for 14 months, the City has engaged in good faith negotiations with the PLC,
and no resolution has been reached. Litigation has cost the Housing Authority hundreds of
thousands of taxpayer dollars that were intended for the potential redevelopment of the
Tina Pacific Neighborhood; and
WHEREAS, the City and Housing Authority anticipate that they will continue to expend
funds in the PLC lawsuit. No settlement has been reached after more than a year of
earnest discussions, and there is no certainty that the litigants will agree to an amicable
resolution; and
WHEREAS, lawsuits like the PLC’s drive up development costs and help facilitate the
defeat of residential development. Ultimately, the City’s taxpayers bear the brunt of such
litigation, which only serves to deepen this State’s housing crisis; and
WHEREAS, the City and Housing Authority cannot afford to continue to litigate this matter
and explore options for affordable housing with the Developers. Therefore, after much
thought and discussion, the City and Developers have agreed that there is no alternative
but to immediately terminate the ENA; and
WHEREAS, the City and Housing Authority will no longer be pursuing potential projects for
this site at this time. Funds for a potential development have been depleted and will
continue to be spent down in litigation. The remaining Housing Authority funds must be
preserved for litigation and to fulfill the City and Housing Authority’s continued landlord
obligations. That includes conducting emergency temporary and permanent relocations for
tenants who live in units that were damaged by California’s winter storms; and
WHEREAS, the result of the ENA’s termination is that the City and Developers will cease
negotiating any potential redevelopment of the Tina Pacific Neighborhood. From here, the
City will start the process to notify the California Department of Housing and Community
Development, pursuant to the Surplus Land Act, that the parties were unable to reach any
agreement; and
WHEREAS, the City Council and Housing Authority have carefully considered all pertinent
written and verbal testimony and information, including the Staff report prepared for this
item, as presented at the hearing, testimony from staff and members of the public; and
WHEREAS, all legal prerequisites have occurred prior to adoption of this resolution.

Page 3 of 5
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF STANTON AND HOUSING
AUTHORITY DOES HEREBY FIND:
SECTION 1: Recitals. The foregoing recitals are true and correct and are incorporated
herein by reference.
SECTION 2: CEQA. The termination of the ENA is Exempt by Statute from the
requirements to prepare additional environmental documentation per California
Environmental Quality Act (CEQA) Guidelines, Section 15378(b)(5)(Organizational or
administrative activities of governments that will not result in direct or indirect physical
changes in the environment).
SECTION 3: City Council and Housing Authority Actions. Based upon the findings, above,
the City Council and Housing Authority hereby approve the termination of the ENA by and
between the City and Brandywine Acquisitions Group, C&C Development Company, and
National Community Renaissance of California, dated December 14, 2021, regarding the
potential redevelopment of the Tina Pacific Neighborhood. The termination is pursuant to
Section 3 of the ENA, which sets the ENA’s “Negotiation Period.” The termination shall
provide that the Negotiation Period has been terminated, and this shall be memorialized in
a “Termination of Exclusive Negotiating Agreement” document in a form approved by the
City Attorney. The City Council directs the City Manager to execute the document on the
City’s behalf and take all action necessary to effectuate its purpose. The City Council
further directs the City Manager to take all actions necessary to complete the Surplus Land
Act process, including, without limitation, notify the California Department of Housing and
Community Development that the City and Developers were unable to reach any
agreement, including, but not limited to, executing a disposition and development
agreement.
SECTION 4: Effective Date. This Resolution shall take effect immediately upon adoption.
SECTION 5: Certification. The City Clerk and Board Secretary shall certify to the adoption
of this Resolution.
SECTION 6: Custodian of Records. The Custodian of Records for this proceeding project
is the City Clerk and Board Secretary. The documents related to this proceeding are kept at
City Hall located at 7800 Katella Avenue Stanton CA 90680. The staff report related to this
matter and matter and related attachments are hereby incorporated into this Resolution by
reference.
SECTION 7: Severability. If any provision of this Resolution or the application thereof to

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

Page 4 of 5
ADOPTED, SIGNED AND APPROVED by the City Council and Housing Authority of the
City of Stanton at a special meeting held on May 21, 2024 by the following vote, to wit:
DAVID J. SHAWVER, MAYOR/CHAIRMAN
APPROVED AS TO FORM:
HONGDAO NGUYEN, CITY ATTORNEY/AGENCY COUNSEL
ATTEST:
I, Patricia A. Vazquez City Clerk of the City of Stanton, California and Authority Board
Secretary of the Stanton Housing Authority DO HEREBY CERTIFY that the foregoing
Resolution, being Resolution No. 2024-19 has been duly signed by the Mayor/Chairman
and attested by the City Clerk/Secretary, all at a special meeting of the Stanton City Council
and Stanton Housing Authority, held on May 21, 2024, and that the same was adopted,
signed and approved by the following vote to wit:
AYES:
NOES:
ABSENT:
ABSTAIN:
PATRICIA A. VAZQUEZ, CITY CLERK/ SECRETARY

Page 5 of 5
Attachment: B
CITY OF STANTON
JOINT REPORT TO THE CITY COUNCIL AND
HOUSING AUTHORITY
TO: Honorable Mayor and City Council and Housing Authority Board of Directors
DATE: December 14, 2021
SUBJECT: CONSIDERATION OF EXCLUSIVE NEGOTIATION AGREEMENT WITH

BRANDYWINE HOMES, C&C DEVELOPMENT, AND NATIONAL CORE
REGARDING THE TINA-PACIFIC DEVELOPMENT PROJECT
REPORT IN BRIEF:
Consideration of an Exclusive Negotiation Agreement by and between the City of Stanton

and Brandywine Homes, C&C Development, and National Core to provide an exclusive
negotiation period to attempt to negotiate a disposition and development agreement and
other necessary agreements.
RECOMMENDED ACTION:
1. City Council declare that this item is not subject to the California Environmental Quality
Act (“CEQA”) pursuant to Sections 15060(c)(2) and 15060(c)(3); and
2. Approve an Exclusive Negotiation Agreement (ENA) with Brandywine Acquisitions

Group, C&C Development Co., and National Community Renaissance of California
regarding the Tina-Pacific Neighborhood (APN 126-481-01 through 29 and APN 126-
482-05 through 15); and
3. Authorize the City Manager to execute the Exclusive Negotiating Agreement.
BACKGROUND:
at the intersection of Magnolia and Pacific Aves. More specifically, the project site is
bounded by Magnolia Ave. to the east, Sherrill St. to the west, an alleyway south of Pacific
Ave. to the south, and Tina Way to the north. The project site is approximately 10.27
acres, and includes 40 parcels, along with portions of two public streets and two public
alleyways. The existing zoning and general plan designations are RH (High Density
Residential) and High Density Residential, respectively. The neighborhood has long been
in a deteriorated, blighted state. Since 2009, the Stanton Housing Authority has acquired
31 out of the 40 parcels, with the remaining nine parcels still privately owned.
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Assembly Bill 1486 (Surplus Land Act) (the “Act”), which was signed by the Governor in
October 2019 and took effect January 1, 2020, amended the process governing the
disposition of surplus land. The focus of the Act is to incentivize the creation of housing
and/or parks on both State- and City- owned surplus property. At its regular October 27,
2020 meeting, City Council declared its 31-parcel Tina-Pacific Neighborhood property
(Property) as surplus. On November 18, 2020, pursuant to State law, staff issued a Notice
of Availability (NOA) to both the State Housing and Community Development Department
(HCD) and all housing developers entitled to notice under the Act. The NOA included
information about the Property, development standards, and the City’s goals and vision
for the development.
After a 90-day good-faith negotiation period with those prospective developers who
submitted a notice of interest in response to the NOA, the City requested the best and
final proposal from two development teams. At the conclusion of the August 24, 2021
study session, City Council directed staff to negotiate with Brandywine Acquisitions Group
(Brandywine), C&C Development Co. (C&C), and National Community Renaissance of
California (National Core, and collectively, the “Developers”) towards a Disposition and
Development Agreement (DDA) regarding the Tina-Pacific Neighborhood.
Upon further negotiation and discussion, City staff and the Developers have reached
mutually agreeable terms for an Exclusive Negotiation Agreement (ENA) that will
establish a one-hundred-and-eighty (180) day period to negotiate regarding one or more
future agreements between the City and the Developers governing the potential
acquisition of the Property by the Developers and development of new housing in the
Tina-Pacific Neighborhood. Following the conclusion of any ENA term, and regardless
of the outcome, Staff will submit to HCD the Post-Negotiation Notice and Proposed
Disposition Summary, pursuant to the Act, in order to obtain HCD’s confirmation that the
City has fully complied with the Act and may dispose of the property in any manner it sees
fit.
ANALYSIS/JUSTIFICATION:
The Developers submitted a two-part development proposal, with Brandywine proposing

a minimum of 116 market-rate ownership townhomes and C&C and National Core
proposing a minimum of 108 affordable multi-family rental apartments. Altogether, this
proposal comfortably meets the 25% affordable housing development minimum
established in Section 54222.5 of the Act. Based on the proposal, the City and the
Developers have come to a tentative agreement. Some of the major terms that the parties
have reached a tentative agreement on, subject to future negotiation, include:
• The purchase price for sale of the entire Property to Brandywine shall be
$22,000,000 – to be paid as follows: (A) $17,500,000 in immediately available
funds, and (B) sales proceeds from Brandywine’s sale of the Multifamily Site to the
Multifamily Developers, which is anticipated to be paid through a $4,500,000 land
loan from the City to the Multifamily Developers, to be repaid by the Multifamily
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Developers over the course of 55 years.
• The City’s share of the acquisition and relocation cost for the Property shall be
limited to $17,500,000, and C&C and National Core will be incentivized to secure
additional grant funding for the multifamily housing development.
• The Developers shall submit a proposed plan to relocate existing tenants and
occupants in compliance with the California Relocation Assistance Act
(Government Code section 7260 et seq.).
• The Developers shall construct, to the extent economically feasible, amenities for
shared use by both housing developments, market-rate and affordable.
• C&C and National Core shall obtain LEED Platinum certification for the multifamily
housing development.
• C&C and National Core will execute a Regulatory Agreement that restricts the
multifamily site for affordable housing for fifty-five (55) years.
The ENA identifies the following deliverables to be completed and officially proposed by
the Developers:
• Time schedule and cost estimates for the development of each housing
development.
• Financing plan for all private and public improvements proposed for each housing
development.
• A preliminary financial analysis and market study, including a comprehensive cost-
benefit analysis to the City.
• Preliminary/conceptual project plans, including site, floor, landscape, and elevation
plans.
• All required development applications, including any General Plan amendments
(including zoning changes), specific plan amendments, conditional use permits,
and other project-specific entitlements.
• (For the multifamily housing development) List of potential users or tenants and
anticipated lease rate for the multifamily units to be developed.
• (For the townhome housing development) Anticipated sales prices for the
townhomes to be developed.
• (For the multifamily housing development) Plan to provide asset management
services upon sale of the Property.
Upon mutual written agreement of the City Manager and all Developers, the ENA may be
extended for an additional ninety days, up to a maximum of two consecutive extensions.
FISCAL IMPACT:
Pursuant to the ENA, the City shall receive from each of the Developers twenty-five
thousand dollars ($25,000) in immediately available funds as initial deposits to defray
certain costs of the City in pursuing the contemplated negotiations with the Developers
during the negotiating period. At the termination of the ENA, any remaining funds shall
either be applied to the purchase price or returned to the Developers. The City will retain
one hundred dollars ($100) from each initial deposit as non-refundable compensation for
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negotiating exclusively with the Developers. For each extension of the negotiating period,
the City shall receive from each of the Developers five thousand dollars ($5,000) in
immediately available funds as additional deposits to defray certain costs of the City in
pursuing the contemplated negotiations with the developers during the extended
negotiating period.
The City has no obligation to pay or reimburse the Developers for any costs or expenses
incurred as a result of the ENA, the preparation and submittal of the development plan,
the negotiation of a DDA or other agreements, the retention of any consultant, or the
development of the Property or any other matter concerning the Property, regardless of
the outcome of the negotiating period.
None. This item is not subject to the California Environmental Quality Act (“CEQA”)
pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably
foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is
not a project as defined in Section 15378(b)(4) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical
change to the environment, directly or indirectly).
LEGAL REVIEW:
The City Attorney has reviewed the attached Exclusive Negotiation Agreement and
approved it as to form.
STRATEGIC PLAN OBJECTIVE(S) ADDRESSED:
3. Provide a quality infrastructure.

5. Provide a high quality of life.
6. Maintain and promote a responsive, high-quality, and transparent government.
Public notice for this item was made through the regular agenda process.
Prepared By: Approved as to Form By:
/s/ Jason Huynh /s/ HongDao Nguyen

__________________________ __________________________
Jason Huynh HongDao Nguyen
Management Analyst City Attorney
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Approved By:
/s/ Jarad L. Hildenbrand

__________________________
Jarad L. Hildenbrand
City Manager
Attachment(s):
A. Exclusive Negotiation Agreement
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Attachment: A
THE CITY OF STANTON
EXCLUSIVE NEGOTIATION AGREEMENT
(Tina Pacific)
THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is dated as of

_______, 2021, for reference purposes only, and is entered into by and between the City
of Stanton, a California municipal corporation (“City”), on the one hand; and Brandywine
Acquisitions Group, a California limited liability company (“Brandywine”), C&C
Development Co., a California Limited Liability Company (“C&C”), and National
Community Renaissance of California, a California nonprofit public benefit corporation
(“National Core”), on the other hand, to provide a specified period of time to attempt to
negotiate a disposition and development agreement. C&C and National Core are
sometimes collectively referred to herein as the “Multifamily Developers,” and C&C,
National Core and Brandywine are sometimes collectively referred to herein as the
“Developers.” The City and the Developers are sometimes referred to in this Agreement,
individually, as a “Party” and, collectively, as the “Parties.” This Agreement is entered into
by the Parties with reference to the following recited facts (each, a “Recital”):
RECITALS
A. The City is the owner of that approximately 10 acres of real property located
in the Tina Pacific neighborhood of the City (APN 126-481-01 through 29 and 126-126-
482-05 through 15), including portions of Tina Way and Pacific Avenue, more specifically
described in Exhibit A (“Property”); and
B. The City has an interest in developing the Property, and Developers

submitted the following two-part development proposal through the procedure set forth in
the Surplus Land Act (Government Code section 54220 et seq.) (the “Surplus Land Act”);
and
C. Brandywine has proposed the redevelopment of a portion of the Property

(the “Townhome Site”) with a minimum of 116 market rate ownership townhomes, as
generally depicted in the conceptual site plan attached to this Agreement as Exhibit B
and incorporated into this Agreement by this reference (the “Townhome Housing
Development”); and
D. The Multifamily Developers have proposed the redevelopment of a portion

of the Property (the “Multifamily Site”) with a minimum of 108 affordable multi-family rental
apartments, as generally depicted in the conceptual site plan attached to this Agreement
as Exhibit C and incorporated into this Agreement by this reference (the “Multifamily
Housing Development” and together with the Townhome Housing Development, the
“Housing Developments”); and
E. The intent of the City and the Developers in entering into this Agreement is
to establish a specific, limited period of time to negotiate regarding one or more future
agreements between the City and the Developers governing the potential acquisition of
55414.00701\34349345.7
the Property by the Developers and development of the Townhome Housing
Development by Brandywine on the Townhome Site and development of the Multifamily
Housing Development by the Multifamily Developers on the Multifamily Site, all subject to
mutually agreeable terms, conditions, covenants, restrictions and agreements to be
negotiated and documented in a future disposition and development agreement (the
“DDA”) and such other agreements as the parties determine; and
F. The Parties all intend that, under the DDA and other agreements, 45% of
the units produced by the Housing Developments on the Property will be affordable
housing units, which number will exceed the requirements of the Surplus Land Act, but
the Multifamily Developers would not have any obligations with respect to the Townhome
Housing Development or acquire any interest in the Townhome Site, and Brandywine
would not have any obligations with respect to the Multifamily Housing Development or
retain any interest in the Multifamily Site (the Townhome Site and Multifamily Site are
collectively referred to herein as the “Sites”).
NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY

RELATING TO THE SALE AND DEVELOPMENT OF THE SITES AND THE PROMISES
OF THE CITY AND THE DEVELOPERS SET FORTH IN THIS AGREEMENT, THE CITY
AND THE DEVELOPERS AGREE, AS FOLLOWS:
1. Incorporation of Recitals. The Recitals of fact set forth above are true and
correct and are incorporated into this Agreement, in their entirety, by this reference.
2. Deposits.
(a) Concurrent with the Developer’s execution of this Agreement,

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

the provisions of Section 3(b), if any, the Developers shall provide to the City an additional
deposit of Five Thousand Dollars ($5,000) in immediately available funds on the first day
of any extension of the Negotiation Period occurring pursuant to the provisions of Section
3(b) (each, an “Extension Deposit”). Each Extension Deposit is intended to ensure that
the Developers will proceed diligently and in good faith to fulfill their obligations under this
Agreement during any extension of the Negotiation Period, as part of the consideration
for the City’s agreement not to negotiate with other persons during any such extension of
the Negotiation Period, and to defray certain costs of the City in pursuing the
contemplated negotiations with the Developers during any such extension of the
Negotiation Period, pursuant to this Agreement. At the termination of this Agreement,
any remaining funds from an Extension Deposit shall be refundable to the applicable
Developer as provided in Section 2(a), above.
3. Term of Agreement.
(a) The rights and duties of the City and the Developers established by
this Agreement shall commence on the first date on which all of the following have
occurred (the “Effective Date”): (1) payment of the Initial Deposits to the City by the
Developers, in accordance with Section 2(a); and (2) delivery of a City Council-approved
fully executed version of this Agreement to the Developers, the exact date of which shall
be mutually agreed to by the Parties promptly after the Developers’ receipt of the fully
executed Agreement from the City as evidenced in writing signed by their respective
authorized representatives. The City shall deliver a fully executed counterpart original of
this Agreement to the Developers within ten (10) calendar days following the City
Council’s approval of this Agreement, if approved, and the execution of this Agreement
by the authorized representative(s) of the City. This Agreement shall continue in effect for
a period of One Hundred Eighty (180) consecutive calendar days immediately following
the Effective Date (“Negotiation Period”), subject to the limitations of Section 3(b).
(b) The Negotiation Period may be extended upon the mutual written
agreement of the City’s City Manager and all Developers for no more than two (2)
additional consecutive Ninety (90) calendar day periods. Notwithstanding the immediately
preceding sentence or any other part of this Agreement, in no event shall the Negotiation
Period exceed Three Hundred Sixty (360) consecutive calendar days from the Effective
Date.
(c) This Agreement shall automatically expire and be of no further force

or effect at the end of the Negotiation Period, unless, prior to that time, both the City and
the Developers approve and execute a DDA acceptable to both the City and the
Developers, in their respective sole and absolute discretion, in which case this Agreement
will terminate on the effective date of such DDA.
55414.00701\34349345.7
4. Obligations of Developers. During the Negotiation Period, and pursuant
to the attached Milestone Schedule (Exhibit D), Developers shall proceed diligently and
in good faith to develop and present to City staff and, subsequently, to the City Council,
for review, all of the following, with respect to such Developer’s proposed Housing
Development:
(a) A proposed complete conceptual development plan for such

Developer’s Housing Development on the applicable Site that describes and depicts: (1)
the location and placement of proposed buildings; and (2) the architecture and elevations
of the proposed buildings;
(b) Proposed zoning change or changes to the City’s General Plan, if

any, necessary to accommodate such Developer’s Housing Development on the
applicable Site;
(c) For the Multifamily Housing Development, a list of potential users or

tenants and anticipated lease rates for the multifamily units, as developed in the
Multifamily Housing Development;
(d) For the Townhome Housing Development, anticipated sales prices

for the townhomes to be developed in the Townhome Housing Development;
(e) A proposed plan for the Multifamily Developers to provide asset

management services to supervise the current management company that manages the
units currently owned by the City / Housing Authority, to commence upon the sale of the
Property;
(f) A proposed plan to relocate existing tenants and occupants in

compliance with the California Relocation Assistance Act (Government Code section
7260 et seq.);
(g) A proposed time schedule and cost estimates for the development
of each Housing Development;
(h) A proposed financing plan identifying financing sources for all private
and public improvements proposed for each Housing Development; and
(i) A preliminary financial analysis demonstrating the costs and benefits

to the City regarding all construction, maintenance and operations of all proposed public
improvements, the costs of additional or increased levels of public services and any new
public revenues anticipated to be generated by each Housing Development.
5. Negotiation of DDA.
(a) During the Negotiation Period, the City and each Developer shall
proceed diligently and in good faith to negotiate a DDA or other agreement for its Housing
Development. The City and each Developer shall generally cooperate with each other
and supply such available documents and information as may be reasonably requested
55414.00701\34349345.7
by the other to facilitate the conduct of the negotiations. The City and the Developers shall
exercise commercially reasonable efforts to complete discussions relating to the terms
and conditions of the DDA and other agreements, and such other matters, as may be
mutually acceptable to both the City and the Developers, in their respective sole
discretion. The exact terms and conditions of the DDA and other agreements, if any, shall
be determined during the course of these negotiations. Nothing in this Agreement shall
be interpreted or construed to be a representation or agreement by either the City or any
Developer that a mutually acceptable DDA or other agreement will be produced from
negotiations under this Agreement. Nothing in this Agreement shall impose any obligation
on either Party to agree to a definitive DDA or other agreement in the future. Nothing in
this Agreement shall be interpreted or construed to be a guaranty, warranty or
representation that any proposed DDA or other agreement that may be negotiated by City
staff and any Developer will be approved by the City’s governing body. The Developers
acknowledge and agree that the City’s consideration of any DDA or other agreement is
subject to the sole and absolute discretion of the City Council and all legally required
public hearings, public meetings, notices, factual findings and other determinations
required by law, including, without limitation, all required environmental review.
(b) Based upon Developers’ proposals, the Parties have come to a

tentative agreement on the following terms, subject to future negotiation during the
Negotiation Period:
(i) Each Developer shall assist the City in developing and

implementing plans to relocate existing tenants and residents on the applicable Site;
(ii) Each Developer shall pursue and obtain entitlements for its
respective Housing Development prior to the close of escrow;
(iii) To the extent feasible and legal, the City agrees to expedite
the processing of the entitlements including CEQA;
(iv) The City accepts the density, product and design presented
to City Council on August 24, 2021, with the modifications requested by the City Council,
including, without limitation, an agreement between Brandywine (as developer of the
Townhome Housing Development) and the Multifamily Developers to construct, to the
extent economically feasible, amenities for shared use by residents of both Housing
Developments;
(v) The City shall, to the best of its ability, provide the following
types of reports and studies prepared for the Property within the past five (5) years:
appraisals or other valuation reports; and environmental reports and studies, without
representations regarding such materials;
(vi) The purchase price for sale of the entire Property to

Brandywine shall be $22,000,000 – to be paid as follows: (A) $17,500,000 in immediately
available funds, and (B) sales proceeds from Brandywine’s sale of the Multifamily Site to
the Multifamily Developers, which is anticipated to be paid through a $4,500,000 land loan
55414.00701\34349345.7
from the City to the Multifamily Developers, to be repaid by the Multifamily Developers
over the course of 55 years (the “Land Loan”);
(vii) The City will sell the entire Property to Brandywine, and
Brandywine will simultaneously close with the Multifamily Developers for the Multifamily
Site;
(viii) At closing, the Multifamily Developers will sign a promissory

note for $4,500,000 in favor of the City (the “Multifamily Note”), the City will record a deed
of trust against the Multifamily Site (the “Multifamily Deed of Trust” and together with the
Multifamily Note and any other documents executed by the Parties in connection with the
Land Loan, the “Land Loan Documents”), and the Multifamily Developers will execute a
Regulatory Agreement that restricts the Multifamily Site for affordable housing for 55
years (the “Regulatory Agreement”);
(ix) The City will not provide any financial assistance of any kind
to Brandywine in connection with the Townhome Housing Development and conveyance
of the Property;
(x) The City’s share of the acquisition and relocation cost for the
Property shall be limited to $17,500,000. The Parties shall create a mechanism to
incentivize the Multifamily Developers to bring in additional grant funding for the
(xi) City will hold hearings and take all required steps to consider
the use of eminent domain to acquire privately owned portions of each Site, so that such
process could be complete within 18 months of the Effective Date;
(xii) If the Multifamily Housing Development is not completed by a

date certain (to be negotiated by the Parties), the Multifamily Note shall be cancelled and
title to the Multifamily Site will revert to the City;
(xiii) The City shall, pursuant to section 54230.5(b)(1) of the

Surplus Land Act, provide all required notices to the State Department of Housing and
Community Development (“HCD”) to demonstrate that the City has complied with the
Surplus Land Act if, prior to the end of the Negotiation Period, the Parties have finalized
a DDA, including any regulatory agreement to be recorded on either Site;
(xiv) The Multifamily Developers shall obtain LEED Platinum

certification of the Multifamily Housing Development;
(xv) The City will hold hearings and take all required steps to
consider the vacation of portions of Tina Way, Pacific Avenue and alleys, in the City’s
discretion, as necessary to accommodate the proposed development. Vacated land
acquired by the City after the close of escrow for the Property would be provided to the
Multifamily Developers at no fee cost to the Multifamily Developers. City will waive all
application and permit fees associated with such vacation of land to be included in the
55414.00701\34349345.7
Multifamily Site; however, the Multifamily Developers shall bear the cost of any relocation
of utilities (sewer, water, gas, electric) necessary due to the vacation; and
(xvi) The City will process, at its expense, the environmental review
for the Housing Developments. Notwithstanding the foregoing, the City retains the
absolute sole discretion to (i) modify each transaction, create and enter into transactional
documents, and modify each Housing Development as may, in its sole discretion, be
necessary to comply with CEQA, (ii) select other feasible alternatives to avoid significant
environmental impacts, (iii) balance the benefits of each Housing Development against
any significant environmental impacts prior to taking final action if such significant impacts
cannot otherwise be avoided, and/or (iv) determine not to proceed with each Housing
Development. No legal obligations will exist unless and until the Parties have negotiated,
executed and delivered mutually acceptable agreements based upon information
produced from the CEQA environmental review process and on other public review and
hearing processes, subject to all applicable governmental approvals.
6. Restrictions Against Change in Ownership, Management and Control

of Developer and Assignment of Agreement.
(a) The qualifications and identity of each of the Developers and their
respective principals are of particular concern to the City. It is because of these
qualifications and identity that the City has entered into this Agreement with the
Developers. During the Negotiation Period, no voluntary or involuntary successor-in-
interest of the Developers shall acquire any rights or powers under this Agreement,
except as provided in Section 6(c).
(b) Each Developer shall promptly notify the City in writing of any and all
changes whatsoever in the identity of the business entities or individuals either comprising
or in Control (as defined in Section 6(d)) of such Developer, as well as any and all
changes in the interest or the degree of Control of such Developer by any such person,
of which information such Developer or any of its shareholders, partners, members,
directors, managers or officers are notified or may otherwise have knowledge or
information. Upon the occurrence of any significant or material change, whether voluntary
or involuntary, in ownership, management or Control of a Developer (other than such
changes occasioned by the death or incapacity of any individual) that has not been
approved by the City, prior to the time of such change, the City may terminate this
Agreement as to that Developer, without liability to such Developer or any other person
and refund any remaining deposit funds provided by such Developer to the pursuant to
Section 2(a), above, by sending written notice of termination to such Developer,
referencing this Section 6(b).
(c) Each Developer may assign its rights under this Agreement to an
Affiliate (as defined in Section 6(d)), on the condition that such Affiliate expressly assumes
all of the obligations of such Developer under this Agreement in a writing reasonably
satisfactory to the City, and further provided that the original Developer party shall, at all
times, Control any such respective Affiliate and be responsible and obligated directly to
the City for performance of such Developer’s obligations under this Agreement.
55414.00701\34349345.7
(d) For the purposes of this Agreement, the term “Affiliate” means any
person, directly or indirectly, controlling or controlled by or under common control with the
applicable Developer, whether by direct or indirect ownership of equity interests, by
contract, or otherwise. For the purposes of this agreement, “Control” means possession,
directly or indirectly, of the power to direct or cause the direction of the management and
policies of an entity, whether by ownership of equity interests, by contract, or otherwise.
7. Obligations to Review Draft Agreements and Attend Meetings.
(a) During the Negotiation Period, each Party shall diligently review and
comment on draft versions of the DDA and other agreements which are provided by the
other Party and, if the terms and conditions of such DDA and other agreements are
agreed upon between City staff and the Developers, the Developers shall submit the DDA
and other agreements, executed by the authorized representative(s) of each Developer
which is party to such document, to the City Manager for submission to the City Council
for review and approval or disapproval. Any future DDA and other agreements shall
consist of terms and conditions acceptable to both the applicable Developer and the City
Council, in their respective sole and absolute discretion.
(b) During the Negotiation Period, each Developer shall also keep City
staff advised on the progress of such Developer in performing its obligations under this
Agreement, on a regular basis or as requested by City staff, including, without limitation,
having one or more of such Developer’s employees or consultants who are
knowledgeable regarding this Agreement, the design and planning of the Housing
Developments and the progress of negotiation of a DDA and other agreements, such that
such person(s) can meaningfully respond to City and/or City staff questions regarding the
progress of the design and planning of the Housing Developments or the negotiation of a
DDA and other agreements, attend both: (1) periodic meetings with City staff, as
reasonably scheduled and requested by City staff during the Negotiation Period, and (2)
meetings of the City Council or other City commission, when reasonably requested to do
so by City staff.
8. Developers to Pay All Costs and Expenses. All fees or expenses of

engineers, architects, financial consultants, legal, planning or other consultants or
contractors, retained by the Developers for any study, analysis, evaluation, report,
schedule, estimate, environmental review, planning and/or design activities, drawings,
specifications or other activity or matter relating to a Site or the Housing Developments
or negotiation of a DDA or other agreement that may be undertaken by such Developer
during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the
Developer's discretion, regarding any matter relating to a DDA or other agreement, a Site
or the Housing Developments, shall be the sole responsibility of and undertaken at the
sole cost and expense of the applicable Developer and no such activity or matter shall be
deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City.
Each Developer shall also pay all fees, charges and costs, make all deposits and provide
all bonds or other security associated with the submission to and processing by the City
and/or the City of any and all applications and other documents and information to be
submitted to the City and/or the City by such Developer pursuant to this Agreement or
55414.00701\34349345.7
otherwise associated with the Developer’s Housing Development. The City shall not be
obligated to pay or reimburse any expenses, fees, charges or costs incurred by the
Developers in pursuit of any study, analysis, evaluation, report, schedule, estimate,
environmental review, planning and/or design activities, drawings, specifications or other
activity or matter relating to the Sites or the Housing Developments or negotiation of any
DDA or other agreement that may be undertaken by the Developers during the
Negotiation Period, whether or not this Agreement is, eventually, terminated or extended
or any DDA or other agreement is entered into between the City and the Developers, in
the future.
9. City Not to Negotiate With Others. During the Negotiation Period, the
City and City staff shall not negotiate with any other person regarding the sale or
redevelopment of the Sites. The term “negotiate,” as used in this Agreement, means and
refers to engaging in any discussions with a person other than the Developers, regardless
of how initiated, with respect to the availability of the Sites or that person’s redevelopment
of the Sites, without the Developers’ prior written consent. Developers acknowledge that
City may receive and retain unsolicited offers regarding redevelopment of the Sites, but
shall not entertain any offer or negotiate with the proponent of any such offer during the
Negotiation Period; provided, however, that the City may notify such proponent that it is
a party to this Agreement. Developers acknowledge that the City is a public agency and
subject to the provisions of the California Public Records Act, Government Code Section
6254, et. seq. (the “PRA”). The City shall use its best efforts to inform Developers of any
request for information received pursuant to the PRA with respect to their proposed
Housing Developments. If any Developer believes the information requested is
confidential, such Developer may pursuant a court order preventing the release of the
requested information.
10. Acknowledgments and Reservations.
(a) The City and the Developers agree that, if this Agreement expires or
is terminated for any reason, or any future DDA or other agreement is not approved and
executed by both the City and the applicable Developers, for any reason, neither the City
nor the Developers shall be under any obligation, nor have any liability to each other or
any other person regarding the sale or other disposition of the Sites or the redevelopment
of the Housing Developments or the Sites; provided, however, that in the event this
Agreement terminates, the City shall return to the Developers within ten (10) business
days of such termination any and all deposits due to be refunded pursuant to Section 2(a)
of this Agreement.
(b) The Developers acknowledge and agree that no provision of this

Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of
any offer or proposal from the Developers for the City to convey any estate or interest in
the Sites to the Developers or for the City to provide any financial or other assistance to
the Developers for redevelopment of the Housing Developments or the Sites.
55414.00701\34349345.7
(c) The Developers acknowledge and agree that the Developers have
not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or
equitable interest in real or personal property from the City.
(d) Certain development standards and design controls for the Housing
Developments may be established between the Developers and the City, but it is
understood and agreed between the City and the Developers that the Housing
Developments and the redevelopment of the Sites must conform to all City and other
applicable governmental development, land use, and architectural regulations and
standards. Drawings, plans and specifications for the Housing Developments shall be
subject to the approval of the City through the standard development application process
for Housing Developments of this nature. Nothing in this Agreement shall be considered
approval of any plans or specifications for the Housing Developments or of the Housing
Developments themselves by the City.
(e) The City reserves the right to reasonably obtain further available
information and data to ascertain the ability and capacity of the Developers to acquire or
lease, develop and operate the Sites and/or the Housing Developments. The Developers
acknowledge that they may be requested to make certain financial disclosures to the City,
its staff, legal counsel or other consultants, as part of the financial due diligence
investigations of the City relating to the potential sale of the Sites and redevelopment of
the Housing Developments on the Sites by the Developers and that any such disclosures
may become public records. The City shall maintain the confidentiality of financial
information of the Developers to the extent allowed by law, as determined by the City
Attorney.
11. Nondiscrimination. The Developers shall not discriminate against nor

segregate any person, or group of persons on account of race, color, creed, religion, sex,
marital status, handicap, national origin or ancestry in undertaking their obligations under
this Agreement.
12. Limitation on Damages and Remedies.
(a) THE DEVELOPERS AND THE CITY ACKNOWLEDGE THAT IT IS

EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF
DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPERS UPON THE
BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT
UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE
DEVELOPERS WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY THE
CITY, THE DEVELOPERS AND THE CITY AGREE THAT A REASONABLE ESTIMATE
OF EACH OF BRANDYWINE’S AND THE MULTIFAMILY DEVELOPERS’ DAMAGES IN
SUCH EVENT IS FIVE THOUSAND DOLLARS ($5,000) (THE “LIQUIDATED DAMAGES
AMOUNT”). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY,
THE CITY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE APPLICABLE
DEVELOPER(S) AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE
LIQUIDATED DAMAGES AMOUNT SHALL BE EACH DEVELOPER’S SOLE AND
55414.00701\34349345.7
EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE
CITY.
____________________ ____________________
Initials of Authorized Initials of Authorized
Representative of City Representative of Brandywine
____________________ ____________________
Representative of National Core Representative of C&C
(b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND

AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT IF
IT WERE TO BE LIABLE TO THE DEVELOPERS FOR ANY MONETARY DAMAGES,
MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS
AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT.
ACCORDINGLY, THE CITY AND THE DEVELOPERS AGREE THAT EACH
DEVELOPER’S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH
OF THIS AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND
RECEIVE THE LIQUIDATED DAMAGES AMOUNT.
(c) EACH DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF

THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542,
WHICH PROVIDES:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE
TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY
HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

IT IS THE INTENTION OF EACH DEVELOPER TO BE BOUND BY THE LIMITATION
ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND
EACH DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY
FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR
EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT
RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH
RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF
THE EFFECTIVE DATE OF THIS AGREEMENT. EACH DEVELOPER SPECIFICALLY
WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL
OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL)
OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND
REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED
IN THIS SECTION 12.
55414.00701\34349345.7
____________________ ____________________
Representative of City Representative of Developer
____________________ ____________________
13. Default.
(a) Failure or delay by any Party to perform any material term or

provision of this Agreement shall constitute a default under this Agreement. If the Party
who receives a notice of a default from the other Party cures, corrects or remedies the
alleged default within fifteen (15) calendar days after receipt of written notice by the other
Party specifying such default, such Party shall not be in default under this Agreement.
The notice and cure period provided in the immediately preceding sentence shall not,
under any circumstances, extend the Negotiation Period. If there are less than fifteen (15)
days remaining in the Negotiation Period, the cure period allowed pursuant to this Section
13(a) shall be automatically reduced to the number of days remaining in the Negotiation
Period.
(b) The Party claiming that a default has occurred shall give written
notice of default to the Party claimed to be in default, specifying the alleged default. Delay
in giving such notice shall not constitute a waiver of any default nor shall it change the
time of default. However, the injured Party shall have no right to exercise any remedy for
a default under this Agreement, without first delivering written notice of the default and
allowing the applicable period to cure any such default as set forth in Section 13(a).
(c) Any failure or delay by a Party in asserting any of its rights or

remedies as to any default shall not operate as a waiver of any default or of any rights or
remedies associated with a default.
(d) If a default of either Party remains uncured for more than fifteen (15)
calendar days following receipt of written notice of such default, a “breach” of this
Agreement by the defaulting Party shall be deemed to have occurred. In the event of a
breach of this Agreement, the sole and exclusive remedy of the Party who is not in default
shall be to terminate this Agreement by serving written notice of termination on the Party
in breach and, in the case of a breach by the City, the Developer shall also be entitled to
receive the Liquidated Damages Amount.
14. Compliance with Law. Each Developer acknowledges that, pursuant to

section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future DDA or
other agreement, the City must obtain approval from HCD. Further, any future DDA or
other agreements, if approved by the City Council, will require such Developer (among
other things) to carry out the development of the Housing Developments in conformity
55414.00701\34349345.7
with all applicable laws, including all applicable building, planning and zoning laws,
environmental laws, safety laws and federal and state labor and wage laws.
15. Press Releases. Each Developer agrees to obtain the approval of the City
Manager or his or her designee or successor in function of any press releases such
Developer may propose relating to the lease or redevelopment of the Sites or negotiation
of a DDA or other agreements with the City, prior to publication. The rights and obligations
in this provision shall not apply to leasing and marketing brochures and/or information
distributed by email or placed online on a brokerage website or real estate website such
as LoopNet.com.
16. Notice. All notices required under this Agreement shall be presented in
person, by nationally recognized overnight delivery service or by facsimile and confirmed
by first class certified or registered United States Mail, with return receipt requested, to
the address and/or e-mail address (with read receipt) for the Party set forth in this Section
16. Notice shall be deemed confirmed by United States Mail effective the third (3rd)
business day after deposit with the United States Postal Service. Notice by personal
service, e-mail, or nationally recognized overnight delivery service shall be effective upon
delivery. Either Party may change its address for receipt of notices by notifying the other
Party in writing. Delivery of notices to courtesy copy recipients shall not be required for
valid notice to a Party
TO DEVELOPER: Brandywine Acquisitions Group, LLC

15680 Aston
Irvine, CA 92606
Attn: Alex Hernandez
E-mail: [email protected]
National CORE
9421 Haven Avenue
Rancho Cucamonga, CA 91730
Attn: Michael Ruane
E-mail: mruane@national core.org
C&C Development
14211 Yorba Street, Ste 200
Tustin, CA 92780
Attn: Todd Cottle
55414.00701\34349345.7
TO CITY: City of Stanton
7800 Katella Avenue
Stanton, CA 90680
Attn: Jarad Hildenbrand
COPY TO: Best Best & Krieger

18101 Von Karman Avenue, Unit 1000
Irvine, CA 92612
Attn: HongDao Nguyen
E-mail:
[email protected]
17. Warranty Against Payment of Consideration for Agreement. The

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

acknowledge their acceptance of this Agreement by delivering to the City three (3) original
counterpart executed copies of this Agreement signed by the authorized representative(s)
of each Developer.
19. Counterpart Originals. This Agreement may be executed by the City and
the Developers in multiple counterpart originals, all of which together shall constitute a
single agreement.
20. Entire Agreement. This Agreement constitutes the entire understanding

and agreement of the Parties regarding the subject matters of this Agreement.
21. No Third-Party Beneficiaries. Nothing in this Agreement is intended to

benefit any person or entity other than the City and the Developers.
22. Governing Law; Venue. The City and the Developers acknowledge and
agree that this Agreement was negotiated, entered into and is to be fully performed in the
City of Stanton, California. The City and the Developers agree that this Agreement shall
be governed by, interpreted under, and construed and enforced in accordance with the
laws of the State of California, without application of such laws’ conflicts of laws principles.
Venue shall lie in the state and federal courts of Orange County, California.
23. Waivers; Amendments. No waiver of any breach of any term or condition

contained in this Agreement shall be deemed a waiver of any preceding or succeeding
breach of such term or condition, or of any other term or condition contained in this
55414.00701\34349345.7
Agreement. No extension of the time for performance of any obligation or act, no waiver
of any term or condition of this Agreement, nor any modification of this Agreement shall
be enforceable against the City or the Developers, unless made in writing and executed
by both the City and the Developers.
24. Construction. Headings at the beginning of each section and sub-section

of this Agreement are solely for the convenience of reference of the City and the
Developers and are not a part of this Agreement. Whenever required by the context of
this Agreement, the singular shall include the plural and the masculine shall include the
feminine and vice versa. This Agreement shall not be construed as if it had been prepared
by one or the other of the City or the Developers, but rather as if both the City and the
Developers prepared this Agreement. Unless otherwise indicated, all references to
sections are to this Agreement. All exhibits referred to in this Agreement are attached to
this Agreement and incorporated into this Agreement by this reference. If the date on
which the City or any of the Developers is required to take any action pursuant to the
terms of this Agreement is not a business day of the City, the action shall be taken on the
next succeeding business day of the City.
24. Attorneys’ Fees. If either Party hereto files any action or brings any action
or proceeding against the other arising out of this Agreement, then the prevailing Party
shall be entitled to recover as an element of its costs of suit, and not as damages, its
reasonable attorneys’ fees as fixed by the court, in such action or proceeding or in a
separate action or proceeding brought to recover such attorneys’ fees. For the purposes
hereof the words “reasonable attorneys’ fees” mean and include, in the case of either
Party, salaries and expenses of the lawyers working for or employed by such Party
(allocated on an hourly basis) to the extent they provide legal services to such Party in
connection with the representation of that Party in any such matter.
[Signatures on following page]
55414.00701\34349345.7
THE CITY OF STANTON
(Tina Pacific)
IN WITNESS WHEREOF, the City and the Developers have executed this
Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of
their authorized representatives, as appear below.
DEVELOPERS:
_______________________
Dated: By:
___________
__________________
Dated:
By:
___________
__________________
By:
___________
__________________
CITY:
THE CITY OF STANTON
By:
Dated:
ATTEST:
By:
City Clerk
55414.00701\34349345.7
BEST BEST & KRIEGER, LLP
By:
City Attorney
55414.00701\34349345.7
EXHIBIT “A”
TO
NEGOTIATION AGREEMENT
Property Legal Description
Real property in the City of Stanton, County of Orange, State of California, described as
follows:
PARCEL 1: (APN: 126-481-15)

LOT 1 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE 36 AND
37 OF MISCELLANEOUS
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2: (APN: 126-481-14)

37 OF MISCELLANEOUS
PARCEL 3: (APN: 126-481-13)

37 OF MISCELLANEOUS
PARCEL 4: (APN: 126-481-12)

37 OF MISCELLANEOUS
PARCEL 5: (APN: 126-481-11)

37 OF MISCELLANEOUS
PARCEL 6: (APN: 126-481-10)

37 OF MISCELLANEOUS
PARCEL 7: (APN: 126-481-09)

37 OF MISCELLANEOUS
PARCEL 8: (APN: 126-481-08)

37 OF MISCELLANEOUS
EXHIBIT A
55414.00701\34349345.7
PARCEL 9: (APN: 126-481-07)

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

4208, AS PER MAP RECORDED IN
BOOK 172, PAGES 36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER
OF SAID COUNTY.
EXCEPT THEREFROM THE FOLLOWING:
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 12'
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46' 04" WEST 25
FEET; THENCE NORTH
89° 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY
LINE OF SAID LOT,
THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228 FEET FROM
SAID POINT THENCE
SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 12° 20' 42" THENCE SOUTH 0° 46' 04" EAST 7.50
FEET TO THE
SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 89° 13' 56" WEST ALONG SAID
SOUTHERLY LINE 70
FEET TO THE TO THE POINT OF BEGINNING.
PARCEL 10: (APN: 126-481-06)

MAPS IN THE OFFICE OF
THE COUNTY RECORDER OF ORANGE COUNTY.
EXCEPT THEREFROM THE OIL, GAS, MINERALS, AND OTHER HYDROCARBON
SUBSTANCES LYING
BELOW THE SURFACE OF SAID LAND, AS PROVIDED IN DEEDS OF RECORD.
PARCEL 11: (APN: 126-481-05)

LOT 11 OF TRACT NO. 4208 IN THE CITY OF STANTON, COUNTY OF ORANGE,
EXHIBIT A
55414.00701\34349345.7
PARCEL 11A:
AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE
CITY OF STANTON,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
172, PAGES 36 AND 37
OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46' 04" WEST 25.00
FEET; THENCE
NORTH 89° 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE
NORTHEASTERLY LINE OF SAID
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET
FROM SAID POINT;
THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 12° 20' 42"
THENCE SOUTH 0° 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID
LOT; THENCE SOUTH
89° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 12: (APN: 126-481-04)

LOT 12 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36
AND 37 OF
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
PARCEL 12A:AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO.
COUNTY RECORDER
OF SAID COUNTY.
EXCEPTING THEREFROM THE FOLLOWING:
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89º 13'
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0º 46' 04" WEST 25.00
FEET; THENCE
NORTH 89º 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26º 18' 53" EAST 228.00 FEET
FROM SAID POINT;
CENTRAL ANGLE OF 12º 20' 42"
THENCE SOUTH 0º 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID
EXHIBIT A
55414.00701\34349345.7
LOT; THENCE SOUTH
89º 13' 56" WEST ALONG SAID BOUNDARY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 13: (APN: 126-481-03)

LOT 13, TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER
MAP RECORDED IN BOOK 172, PAGE 36 AND 37 OF MISCELLANEOUS MAPS, IN
THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON
SUBSTANCES, LYING
BELOW A DEPTH OF 500 FEET FROM THE SURFACE OF SAID PROPERTY, BUT
WITH NO RIGHT OF
SURFACE ENTRY, WHERE THEY HAVE BEEN PREVIOUSLY RESERVED IN
INSTRUMENTS OF RECORD.
PARCEL 13A:
CITY OF STANTON,
SAID COUNTY.
EXCEPT THEREFROM, THE FOLLOWING:
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON, NORTH
8901356" EAST 226.73 FEET
FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0°4604" WEST 25.00 FEET;
THENCE NORTH
89°13'56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE
OF SAID LOT, THE
RADIUS POINT OF WHICH BEARS NORTH 26°18'53" EAST 228.00 FEET FROM SAID
POINT; THENCE
SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 12°20'42" THENCE
SOUTH 0°46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE
SOUTH 89°13'56"
WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF BEGINNING.
PARCEL 14: (APN: 126-481-02)

LOT 14 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 TO
37 OF
COUNTY.
PARCEL 14A:
EXHIBIT A
55414.00701\34349345.7
AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TACT NO. 4208, AS PER
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46'
04" WEST 25.00 FEET; THENCE
FROM SAID POINT;
LOT; THENCE SOUTH
BEGINNING.
PARCEL 15: (APN: 126-481-01)

PARCEL 15A:
AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73
FEET; THENCE
FROM SAID POINT;
LOT; THENCE SOUTH
EXHIBIT A
55414.00701\34349345.7
BEGINNING.
PARCEL 16: (APN: 126-481-29)
AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37 OF MAPS, IN THE
OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
PARCEL 17: (APN: 126-481-28)

LOT 17 OF TRACT 4208, AS PER MAP RECORDED IN BOOK 172, PAGES 36 AND 37
OF MISCELLANEOUS
MAPS, AS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 18: (APN: 126-481-27)

AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM; ALL OIL, OIL RIGHTS, NATURAL GAS RIGHTS, MINERAL
RIGHTS, AND OTHER
HYDROCARBONS SUBSTANCES BY WHATEVER NAME KNOWN, TOGETHER WITH
APPURTENANT RIGHTS
THERETO, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF
SAID LAND NOR ANY
PORTION OF THE SUBSURFACE LYING ABOVE A DEPTH OF 500 FEET, AS
EXCEPTED OR RESERVED IN
PARCEL 19: (APN: 126-481-26)LOT 19 OF TRACT NO. 4208, IN THE CITY OF

STANTON, COUNTY OF ORANGE, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BOOK 172, PAGE 36 AND 37 OF MISCELLANEOUS
EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS,
BELOW A DEPTH OF 500
FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN DEEDS OF
RECORD.
PARCEL 20: (APN: 126-481-25)

LOT 20 OF TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE
OF CALIFORNIA, AS
PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MISCELLANEOUS
EXHIBIT A
55414.00701\34349345.7
RECORD.
PARCEL 21: (APN: 126-481-24)

AS PER MAP RECORDED IN BOOK 172, PAGES 36 OF 37 OF MISCELLANEOUS
RECORD.
PARCEL 22: (APN: 126-481-23)

MAPS, IN THE OFFICE
RECORD.
PARCEL 23: (APN: 126-481-22)

AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF MAPS, IN THE
RECORD.
PARCEL 24: (APN: 126-481-21)
STATE OF CALIFORNIA
AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 MISCELLANEOUS
PARCEL 24A:
AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208 IN THE
EXHIBIT A
55414.00701\34349345.7
CITY OF STANTON
COUNTY OF ORANGE STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK
172, PAGE(S) 36 AND 37
OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
BEGINNING AT THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 13'
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT THENCE NORTH 0° 48' 04" WEST 25.00
FEET THENCE
LOT THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET
FROM SAID POINT
THENCE LOT THENCE SOUTH 0° 46' 04" EAST 7.50 FEET TO THE
SOUTHEASTERLY LINE OF SAID LOT
THENCE SOUTH 89° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO
THE POINT OF
BEGINNING.
PARCEL 25: (APN: 126-481-20)

LOT 25, OF TRACT NO. 4208, IN THE CITY OF STANTON, AS PER MAP RECORDED
IN BOOK 172, PAGES
36 AND 37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY
PARCEL 25A:
CITY OF STANTON,
172, PAGE (S) 36 AND
37 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
PARCEL 26: (APN: 126-481-19)

RECORD.
EXHIBIT A
55414.00701\34349345.7
PARCEL 27: (APN: 126-481-18)
LOT 27 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE(S) 36
AND 37 OF
COUNTY.
PARCEL 27A:
CITY OF STANTON,
SAID COUNTY.
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT, THENCE NORTH 0°46'04" WEST 25.00
FEET; THENCE
NORTH 89°13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26°18'53" EAST 228.00 FEET
FROM SAID POINT;
CENTRAL ANGLE OF 12°20'42"
THENCE SOUTH 0°46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH
89°13'56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 28: (APN: 126-481-17)

AS PER MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37, OF MISCELLANEOUS
MAPS, IN THE OFFICE
PARCEL 29: (APN: 126-481-16)

AND 37 OF
COUNTY.
PARCEL 29A:
AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER
MAP RECORDED IN
EXHIBIT A
55414.00701\34349345.7
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73
FEET; THENCE
FROM THE SAID
POINT; THENCE SOUTHEASTERLY 49.12 FEET ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF
12° 20' 42" THENCE SOUTH 0° 46' 04" EAST 7.05 FEET TO THE SOUTHERLY LINE
OF SAID LOT;
THE POINT OF
BEGINNING.
PARCEL 30: (APN: 126-482-15)

LOT 30, TRACT 4208 SHOWN ON A MAP THEREOF RECORDED IN BOOK 172,
PAGES 36 AND 37 OF
COUNTY.
PARCEL 31: (APN: 126-482-14)

MAPS, IN THE OFFICE
PARCEL 31A:
CITY OF STANTON.
COUNTY OF ORANGE. STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
SAID COUNTY.
56" EAST 226.73
FEET; THENCE
EXHIBIT A
55414.00701\34349345.7
LOT, THE RADIUS OF WHICH BEARS NORTH 26° 18' 53" EAST 228.00 FEET FROM
SAID POINT: THENCE
OF 12° 20' 42" THENCE
SOUTH 0° 46' 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH 89° 13' 56"
PARCEL 32: (APN: 126-482-13)
PARCEL 32A:
CITY OF STANTON,
SAID COUNTY.
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89° 13’
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 46’ 04" WEST 25.00
FEET; THENCE
NORTH 89° 13’ 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18’ 53" EAST 228.00 FEET
FROM SAID POINT;
CENTRAL ANGLE OF 12° 20’ 42"
THENCE SOUTH 0° 46’ 04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID
LOT; THENCE SOUTH
89° 13’ 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 33: (APN: 126-482-12)

LOT 33 OF TRACT NO. 4208, IN THE CITY OF ANAHEIM, COUNTY OF ORANGE,
AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF MISCELLANEOUS, IN
THE OFFICE OF THE
PARCEL 34: (APN: 126-482-11)
EXHIBIT A
55414.00701\34349345.7
RECORD.
PARCEL 35: (APN: 126-482-10)

LOT 35 OF TRACT 4208 AS PER MAP RECORDED IN BOOK 172 PAGES 36-37, OF
MISCELLANEOUS MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 36: (APN: 126-482-09)

LOT 36 OF TRACT NO. 4208, IN THE CITY OF STANTON, AS SHOWN ON A MAP
RECORDED IN BOOK
172, PAGE(S) 36 AND 37, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF
SAID COUNTY.
PARCEL 37: (APN: 126-482-08)

AS PER MAP RECORDED IN BOOK 172 PAGES 36 AND 37 OF MISCELLANEOUS
SUBSTANCES, LYING
BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY.
PARCEL 37A:
AN UNDIVIDED 1/40TH INTEREST IN AND TO LOT 41 OF TRACT 41 OF TRACT NO.
4208, IN THE CITY
OF STANTON, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 172
PAGES 36 AND 37 OF
COUNTY.
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89
DEGREE 13 MINUTES 56
SECONDS EAST 226.73 FEET FROM THE WEST LINE OF SAID LOT; THENCE
NORTH 0 DEGREE 46
MINUTES 04 SECONDS WEST 25 FEET; THENCE NORTH 89 DEGREE 13 MINUTES
56 SECONDS EAST
EXHIBIT A
55414.00701\34349345.7
24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE OF SAID LOT,
THE RADIUS POINT
OF WHICH BEARS NORTH 26 DEGREE 18 MINUTES 53 SECONDS EAST 228.00
FEET FROM SAID POINT;
CENTRAL ANGLE OF 12
DEGREE 20 MINUTES 42 SECONDS; THENCE SOUTH 0 DEGREE 46 MINUTES 04
SECONDS EAST 7.50
FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 29 DEGREE 13
MINUTES 56 SECONDS
PARCEL 38: (APN: 126-482-07)

AS PER MAP RECORDED IN BOOK 172 PAGE(S) 36 AND 37 OF MISCELLANEOUS
MAPS FILED IN THE
OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY.
PARCEL 39: (APN: 126-482-06)

AND 37 OF
COUNTY.
PARCEL 40: (APN: 126-482-05)

AS SHOWN ON A MAP RECORDED IN BOOK 172, PAGE(S) 36 AND 37 OF
MISCELLANEOUS MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXHIBIT A
55414.00701\34349345.7
EXHIBIT “B”
TO
Townhome Housing Development Description
[To Be Attached Behind This Cover Page]
55414.00701\34349345.7
EXHIBIT “C”
TO
Multifamily Housing Development Description
55414.00701\34349345.7
55414.00701\34349345.7
55414.00701\34349345.7
55414.00701\34349345.7
55414.00701\34349345.7
EXHIBIT “D”
MILESTONE SCHEDULE
Exclusive Negotiation Agreement Timeline
MILESTONE DESCRIPTION
Within 90 Days of Effective Date (_____, 2021) of ENA
Initial Pro Forma Submit initial pro forma for the proposed development.
Housing Submit Housing Development construction schedule for the
Developments proposed development.
Due Diligence Provide written determination of property's physical suitability for
development,
Preliminary Submit site plans and elevations. Submit all relevant applications
Housing and fees.
Within 30 Days of Receipt of Preliminary Housing Developments Submittal
Plan Review Staff reviews plans for compliance with applicable codes and
regulations; letter
Within 15 days of Receipt of Staff’s Review
Revised Site Submit revised site plans and elevations
Plans
Within 15 days of Receipt
2nd Plan Review Staff reviews plans for compliance with applicable codes and
regulations; letter
Within 150 Days of Effective Date of ENA
Revised Submit refined proforma and development schedule based on
Proforma and revised site plans
d l ti
Market Study Submit a market study containing a forecast of regional and local
real estate
Development Submit letter identifying investment partners.
Partners
Funding Submit letter identifying lenders and proof of ability to obtain
Partners and financing.
Draft DDA Complete negotiations and draft Disposition and Development
Final Revisions Finalize revisions to development proposal and all relevant materials

City Council Present development proposal and DDA to City Council for final
Hearing review and approval.
55414.00701\34349345.7
Attachment: C
THE CITY OF ST ANTON
(Tina Pacific)
THIS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is dated as of

IA'tember /� . 2021, for reference purposes only, and is entered into by and between the City
of Stanton, a California municipal corporation ("City"), on the one hand; and Brandywine
Acquisitions Group, a California limited liability company ("Brandywine"), C&C
Development Co., a California Limited Liability Company ("C&C"), and National
("National Core"), on the other hand, to provide a specified period of time to attempt to
sometimes collectively referred to herein as the "Multifamily Developers," and C&C,
"Developers." The City and the Developers are sometimes referred to in this Agreement,
individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into
by the Parties with reference to the following recited facts (each, a "Recital"):
RECITALS
A The City is the owner of that approximately 10 acres of real property located
described in Exhibit A ("Property"); and

the Surplus Land Act (Government Code section 54220 et seq.) (the "Surplus Land Act");
and
(the "Townhome Site") with a minimum of 116 market rate ownership townhomes, as
and incorporated into this Agreement by this reference (the "Townhome Housing
Development"); and

of the Property (the "Multifamily Site") with a minimum of 108 affordable multi-family rental
as Exhibit C and incorporated into this Agreement by this reference (the "Multifamily
Housing Development" and together with the Townhome Housing Development, the
"Housing Developments"); and
55414.00701134349345.7
negotiated and documented in a future disposition and development agreement ( the
DDA") and such other agreements as the parties determine; and
F. The Parties all intend that, under the DDA and other agreements, 45% of
retain any interest in the Multifamily Site ( the Townhome Site and Multifamily Site are
collectively referred to herein as the " Sites").

2. Deposits.
a) Concurrent with the Developer' s execution of this Agreement,

amount of Twenty -Five Thousand Dollars ($ 25, 000) in immediately available funds ( the
Initial Deposits") to ensure that each Developer will proceed diligently and in good faith
as defined in Section 3( a)), as part of the consideration for the City' s agreement not to
Negotiation Period, pursuant to this Agreement. The City shall charge all reasonable out-
of- pocket third -party costs ( including consultant fees and attorneys' fees associated with
review and implementation of this Agreement or preparing the DDA and other
agreements) against the Initial Deposits (and Extension Deposits pursuant to Section 2( b)
each Developer' s option, either be applied to the purchase price or returned to the
applicable Developer. The Developers acknowledge that the Initial Deposits ( and any
Extension Deposits, pursuant to Section 2( b) below) shall be in addition to those fees and
Hundred Dollars ($ 100) shall immediately become non- refundable upon each
Developer' s transfer of their respective Initial Deposit to the City under this Agreement as
55414. 00701134349345. 7
consideration for the City' s agreement not to negotiate with other persons during the
Negotiation Period.
b)
Upon each extension of the Negotiation Period occurring pursuant to
the provisions of Section 3( b), if any, the Developers shall provide to the City an additional
deposit of Five Thousand Dollars ($ 5, 000) in immediately available funds on the first day
3( b) ( each, an " Extension Deposit"). Each Extension Deposit is intended to ensure that
for the City' s agreement not to negotiate with other persons during any such extension of
Negotiation Period, pursuant to this Agreement. At the termination of this Agreement,
Developer as provided in Section 2( a), above.
The rights and duties of the City and the Developers established by
a)
occurred ( the " Effective Date"): ( 1) payment of the Initial Deposits to the City by the
Developers, in accordance with Section 2( a); and ( 2) delivery of a City Council - approved
be mutually agreed to by the Parties promptly after the Developers' receipt of the fully
this Agreement to the Developers within ten ( 10) calendar days following the City
Council' s approval of this Agreement, if approved, and the execution of this Agreement
by the authorized representative( s) of the City. This Agreement shall continue in effect for
a period of One Hundred Eighty ( 180) consecutive calendar days immediately following
the Effective Date (" Negotiation Period"), subject to the limitations of Section 3( b).
b)
The Negotiation Period may be extended upon the mutual written
agreement of the City' s City Manager and all Developers for no more than two ( 2)
additional consecutive Ninety ( 90) calendar day periods. Notwithstanding the immediately
Period exceed Three Hundred Sixty ( 360) consecutive calendar days from the Effective
Date.
This Agreement shall automatically expire and be of no further force

c)
the Developers approve and execute a DDA acceptable to both the City and the
will terminate on the effective date of such DDA.
55414. 0070 1\ 34349345. 7

to the attached Milestone Schedule ( Exhibit D), Developers shall proceed diligently and
for review, all of the following, with respect to such Developer' s proposed Housing
Development:
a) A proposed complete conceptual development plan for such

Developer' s Housing Development on the applicable Site that describes and depicts: ( 1)
the location and placement of proposed buildings; and ( 2) the architecture and elevations
b) Proposed zoning change or changes to the City' s General Plan, if

any, necessary to accommodate such Developer' s Housing Development on the
applicable Site;
c) For the Multifamily Housing Development, a list of potential users or

d)
For the Townhome Housing Development, anticipated sales prices
for the townhomes to be developed in the Townhome Housing Development;
A proposed plan for the Multifamily Developers to provide asset

e)
units currently owned by the City / Housing Authority, to commence upon the sale of the
Property;
f) A proposed plan to relocate existing tenants and occupants in

compliance with the California Relocation Assistance Act ( Government Code section
7260 etseq.);
g) A proposed time schedule and cost estimates for the development

h) A proposed financing plan identifying financing sources for all private

i)
A preliminary financial analysis demonstrating the costs and benefits
5. Negotiation of DDA.
During the Negotiation Period, the City and each Developer shall
a)
proceed diligently and in good faith to negotiate a DDA or other agreement for its Housing
55414. 0070 1 134349345. 7

and conditions of the DDA and other agreements, and such other matters, as may be
discretion. The exact terms and conditions of the DDA and other agreements, if any, shall
Developer that a mutually acceptable DDA or other agreement will be produced from
on either Party to agree to a definitive DDA or other agreement in the future. Nothing in
representation that any proposed DDA or other agreement that may be negotiated by City
staff and any Developer will be approved by the City' s governing body. The Developers
acknowledge and agree that the City' s consideration of any DDA or other agreement is
b) Based upon Developers' proposals, the Parties have come to a

Negotiation Period:
i)
Each Developer shall assist the City in developing and
ii) Each Developer shall pursue and obtain entitlements for its
iii) To the extent feasible and legal, the City agrees to expedite
iv) The City accepts the density, product and design presented
including, without limitation, an agreement between Brandywine ( as developer of the
Developments;
v)
The City shall, to the best of its ability, provide the following
types of reports and studies prepared for the Property within the past five ( 5) years:
The purchase price for sale of the entire Property to

vi)
Brandywine shall be $ 22, 000, 000 — to be paid as follows: ( A) $ 17, 500, 000 in immediately
available funds, and ( B) sales proceeds from Brandywine' s sale of the Multifamily Site to
the Multifamily Developers, which is anticipated to be paid through a $ 4, 500, 000 land loan
55414. 00701 \ 34349345. 7

over the course of 55 years ( the " Land Loan");
vii) The City will sell the entire Property to Brandywine, and
Site;
viii) At closing, the Multifamily Developers will sign a promissory

note for $ 4, 500, 000 in favor of the City ( the " Multifamily Note"), the City will record a deed
of trust against the Multifamily Site ( the " Multifamily Deed of Trust" and together with the
Land Loan, the " Land Loan Documents'), and the Multifamily Developers will execute a
years ( the " Regulatory Agreement");
ix) The City will not provide any financial assistance of any kind
of the Property;
x) The City' s share of the acquisition and relocation cost for the
Property shall be limited to $ 17, 500, 000. The Parties shall create a mechanism to
City will hold hearings and take all required steps to consider
xi)
If the Multifamily Housing Development is not completed by a

xii)
date certain ( to be negotiated by the Parties), the Multifamily Note shall be cancelled and
xiii) The City shall, pursuant to section 54230. 5( b)( 1) of the

Community Development (" HCD") to demonstrate that the City has complied with the
a DDA, including any regulatory agreement to be recorded on either Site;
xiv) The Multifamily Developers shall obtain LEED Platinum

xv)
The City will hold hearings and take all required steps to
consider the vacation of portions of Tina Way, Pacific Avenue and alleys, in the City' s
55414. 00701 \ 34349345. 7

of utilities ( sewer, water, gas, electric) necessary due to the vacation; and
The City will process, at its expense, the environmental review

xvi)
absolute sole discretion to ( i) modify each transaction, create and enter into transactional
necessary to comply with CEQA, ( ii) select other feasible alternatives to avoid significant
environmental impacts, ( iii) balance the benefits of each Housing Development against
cannot otherwise be avoided, and/ or ( iv) determine not to proceed with each Housing

The qualifications and identity of each of the Developers and their

a)

Developers. During the Negotiation Period, no voluntary or involuntary successor - in -
except as provided in Section 6( c).
b) Each Developer shall promptly notify the City in writing of any and all
or in Control ( as defined in Section 6( d)) of such Developer, as well as any and all
or involuntary, in ownership, management or Control of a Developer ( other than such
Section 2( a), above, by sending written notice of termination to such Developer,
referencing this Section 6( b).
c) Each Developer may assign its rights under this Agreement to an

Affiliate ( as defined in Section 6( d)), on the condition that such Affiliate expressly assumes
the City for performance of such Developer' s obligations under this Agreement.
55414. 00701 \ 34349345. 7

d)
For the purposes of this Agreement, the term " Affiliate" means any
contract, or otherwise. For the purposes of this agreement, "Control" means possession,
Obligations to Review Draft Agreements and Attend Meetings.
During the Negotiation Period, each Party shall diligently review and
a)
comment on draft versions of the DDA and other agreements which are provided by the
other Party and, if the terms and conditions of such DDA and other agreements are
agreed upon between City staff and the Developers, the Developers shall submit the DDA
and other agreements, executed by the authorized representative( s) of each Developer
for review and approval or disapproval. Any future DDA and other agreements shall
b) During the Negotiation Period, each Developer shall also keep City
having one or more of such Developer' s employees or consultants who are
Developments and the progress of negotiation of a DDA and other agreements, such that
such person( s) can meaningfully respond to City and/ or City staff questions regarding the
DDA and other agreements, attend both: ( 1) periodic meetings with City staff, as
reasonably scheduled and requested by City staff during the Negotiation Period, and ( 2)
so by City staff.

schedule, estimate, environmental review, planning and/ or design activities, drawings,
or negotiation of a DDA or other agreement that may be undertaken by such Developer
Developer' s discretion, regarding any matter relating to a DDA or other agreement, a Site
and/ or the City of any and all applications and other documents and information to be
submitted to the City and/ or the City by such Developer pursuant to this Agreement or
55414. 00701134349345. 7
otherwise associated with the Developer' s Housing Development. The City shall not be
environmental review, planning and/ or design activities, drawings, specifications or other
the future.
redevelopment of the Sites. The term " negotiate," as used in this Agreement, means and
of how initiated, with respect to the availability of the Sites or that person' s redevelopment
of the Sites, without the Developers' prior written consent. Developers acknowledge that
6254, et. seq. ( the " PRA"). The City shall use its best efforts to inform Developers of any
The City and the Developers agree that, if this Agreement expires or
a)
Agreement terminates, the City shall return to the Developers within ten ( 10) business
days of such termination any and all deposits due to be refunded pursuant to Section 2( a)
of this Agreement.
b) The Developers acknowledge and agree that no provision of this

55414. 00701134349345. 7
c) The Developers acknowledge and agree that the Developers have
d) Certain development standards and design controls for the Housing

The City reserves the right to reasonably obtain further available

e)
lease, develop and operate the Sites and/ or the Housing Developments. The Developers
Attorney.
11. Nondiscrimination. The Developers shall not discriminate against nor

this Agreement.
a) THE DEVELOPERS AND THE CITY ACKNOWLEDGE THAT IT IS

OF EACH OF BRANDYWINE' S AND THE MULTIFAMILY DEVELOPERS' DAMAGES IN
SUCH EVENT IS FIVE THOUSAND DOLLARS ($5, 000) (THE " LIQUIDATED DAMAGES
AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY,
DEVELOPER( S) AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE
LIQUIDATED DAMAGES AMOUNT SHALL BE EACH DEVELOPER' S SOLE AND
55414. 00701134349345. 7
CITY.
InitiaIi,—
RtAaf5orized Initials of Authorized

Representative of National Core Representative of C& C
b)
THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND
DEVELOPER' S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH
c) EACH DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF

WHICH PROVIDES:

d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING,

OTHER STATUTES AND JUDICIAL DECISIONS ( WHETHER STATE OR FEDERAL)
IN THIS SECTION 12.
55414. 00701\ 34349345. 7

CITY.
W

b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND


WHICH PROVIDES:


IN THIS SECTION 12.
55414. 00701 \ 34349345. 7

CITY.

Representative City Representative of Brandywine
Tn7it—ialg of Authorized Initials of Authorized

b) THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND




IN THIS SECTION 12.
55414. 0070104349345. 7
CITY.

Representative of City Repressive of Brandywine

b)
THE CITY AND EACH DEVELOPER EACH ACKNOWLEDGE AND
EACH DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF

c)
WHICH PROVIDES:


IN THIS SECTION 12.
55414. 00701134349345. 7
Initials oaf,,WAIforized Initials of Authorized

13, Default.
a)
Failure or delay by any Party to perform any material term or
alleged default within fifteen ( 15) calendar days after receipt of written notice by the other
under any circumstances, extend the Negotiation Period. If there are less than fifteen ( 15)
13( a) shall be automatically reduced to the number of days remaining in the Negotiation
Period.
b) The Party claiming that a default has occurred shall give written
allowing the applicable period to cure any such default as set forth in Section 13( a).
c)
Any failure or delay by a Party in asserting any of its rights or
d) If a default of either Party remains uncured for more than fifteen ( 15)
calendar days following receipt of written notice of such default, a " breach" of this

section 54230. 5( b)( 1) of the Surplus Land Act, prior to execution of any future DDA or
other agreements, if approved by the City Council, will require such Developer ( among
55414. 00701\ 34349345. 7

W
Representative of City Representative of4Devveleper
040ADIWIdt

13. Default.

a)
Period.

c)
d)
If a default of either Party remains uncured for more than fifteen ( 15)

5 5414. 00701 \ 34349345. 7

tr
Initials of uthorized Initials of Authorized

13. Default.

a)
Period.
c)
d) If a default of either Party remains uncured for more than fifteen ( 15)

55414. 00701134349345. 7

13. Default.
a)
Period.
c)
d)
If a default of either Party remains uncured for more than fifteen ( 15)

55414. 00701\ 34349345. 7

15.
Press Releases. Each Developer agrees to obtain the approval of the City
in this provision shall not apply to leasing and marketing brochures and/ or information
as LoopNet. com.
the address and/ or e- mail address ( with read receipt) for the Party set forth in this Section
16. Notice shall be deemed confirmed by United States Mail effective the third ( 3rd)
service, e- mail, or nationally recognized overnight delivery service shall be effective upon

15680 Aston
Irvine, CA 92606
E- mail: alex@brandywine- homes. com
National CORE
9421 Haven Avenue
Attn: Michael Ruane
E- mail: mruane@national core. org
C& C Development
Tustin, CA 92780
Attn: Todd Cottle
E- mail: todd@c- cdev. com
55414. 00701\ 34349345. 7

7800 Katella Avenue
Stanton, CA 90680
E- mail: jhildenbrand@stantonca. gov

Irvine, CA 92612
E- mail:
Hong Dao. Nguyen@bbklaw. com

18.
Acceptance of Agreement by Developer. The Developers shall
acknowledge their acceptance of this Agreement by delivering to the City three ( 3) original
counterpart executed copies of this Agreement signed by the authorized representative( s)
of each Developer.
single agreement.
20.
Entire Agreement. This Agreement constitutes the entire understanding
21.No Third -Party Beneficiaries. Nothing in this Agreement is intended to

laws of the State of California, without application of such laws' conflicts of laws principles.
23.Waivers; Amendments. No waiver of any breach of any term or condition

55414. 00701\ 34349345. 7

Agreement. No extension of the time for performance of any obligation or act, no waiver
24. Construction. Headings at the beginning of each section and sub -section
this Agreement and incorporated into this Agreement by this reference. If the date on
24. Attorneys' Fees. If either Party hereto files any action or brings any action
reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a
separate action or proceeding brought to recover such attorneys' fees. For the purposes
hereof the words " reasonable attorneys' fees" mean and include, in the case of either
allocated on an hourly basis) to the extent they provide legal services to such Party in
Signatures on following page]
55414. 00701\ 34349345. 7

THE CITY OF STANTON
Tina Pacific)
DEVELOPERS:
Dated:
M
Dated:
In
CITY:
THE CITY TANT N
By:
Jara rand
City Manager
55414. 00701 \ 34349345. 7

THE CITY OF STANTON
Tina Pacific)
DEVELOPERS:
Dated:
Dated:
21
CITY:
THE CITY OF STANTON
IS
Dated:
ATTEST:
0
City Clerk
55414. 00701\ 34349345. 7

THE CITY OF STANTON
Tina Pacific)
DEVELOPERS:
Dated:
Dated:
CITY:
THE CITY OF STANTON
M
Dated:
ATTEST:
By:
City Clerk
55414. 00701\ 34349345. 7

THE CITY OF STANTON
Tina Pacific)
DEVELOPERS:
Dated:
By:
L ) CG- i l e C4L, ikL^
ov.`[ P 5•'SN R`to,. r
CIG S) eA lrgk R,N+ Co., LLe-
Dated:
0
CITY:
THE CITY OF STANTON
Dated:
ATTEST:
0
City Clerk
95414. 00701 34349749. 7

By:
44—
City Attorney
55414. 00701\ 34349345. 7

EXHIBIT " A"
TO
follows:
PARCEL 1: ( APN: 126- 481- 15)

37 OF MISCELLANEOUS
PARCEL 2: ( APN: 126- 481- 14)

37 OF MISCELLANEOUS
PARCEL 3: ( APN: 126-481- 13)

37 OF MISCELLANEOUS
PARCEL 4: ( APN: 126- 481- 12)

37 OF MISCELLANEOUS
PARCEL 5: ( APN: 126- 481- 11)

37 OF MISCELLANEOUS
MAPS. IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 6: ( APN: 126- 481- 10)

37 OF MISCELLANEOUS
PARCEL 7: ( APN: 126- 481- 09)

37 OF MISCELLANEOUS
PARCEL 8: ( APN: 126- 481- 08)

37 OF MISCELLANEOUS
EXHIBIT A
55414. 00701\ 34349345. 7
PARCEL 9: ( APN: 126- 481- 07)

PARCEL 9A AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO.

COUNTY RECORDER
OF SAID COUNTY.
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 12'
56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46' 04" WEST 25
FEET; THENCE NORTH
890 13' 56" EAST 24. 20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY
LINE OF SAID LOT,
THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228 FEET FROM
SAID POINT THENCE
SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 120 20' 42" THENCE SOUTH 00 46' 04" EAST 7. 50
FEET TO THE
SOUTHERLY LINE OF SAID LOT; THENCE SOUTH 890 13' 56" WEST ALONG SAID
SOUTHERLY LINE 70
PARCEL 10: ( APN: 126- 481- 06)

SUBSTANCES LYING
BELOW THE SURFACE OF SAID LAND. AS PROVIDED IN DEEDS OF RECORD.
PARCEL 11: ( APN: 126- 481- 05)

EXHIBIT A
55414. 00701\ 34349345. 7
PARCEL11A:
AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE

CITY OF STANTON,
SAID COUNTY.
56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 00 46' 04" WEST 25. 00
FEET; THENCE
NORTH 890 13' 56" EAST 24. 20 FEET TO A POINT IN A CURVE IN THE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228. 00 FEET
FROM SAID POINT;
THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 120 20' 42"
THENCE SOUTH 00 46' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID
LOT; THENCE SOUTH
890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO THE POINT OF
BEGINNING.
PARCEL 12: ( APN: 126- 481- 04)

AND 37 OF
COUNTY.
PARCEL 12A:AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO.
COUNTY RECORDER
OF SAID COUNTY.
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89013'
56" EAST 226. 73
FEET; THENCE
NORTH 890 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228. 00 FEET
FROM SAID POINT;
EXHIBIT A
55414. 0070134349345. 7
LOT; THENCE SOUTH
890 13' 56" WEST ALONG SAID BOUNDARY LINE 70. 00 FEET TO THE POINT OF
BEGINNING.
PARCEL 13: ( APN: 126- 481- 03)

LOT 13, TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER
THE OFFICE OF THE
SUBSTANCES, LYING
WITH NO RIGHT OF
PARCEL 13A:
CITY OF STANTON,

SAID COUNTY.
8901356" EAST 226. 73 FEET
FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 4604" WEST 25. 00 FEET;
THENCE NORTH
89013' 56" EAST 24. 20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE
OF SAID LOT, THE
RADIUS POINT OF WHICH BEARS NORTH 26018' 53" EAST 228. 00 FEET FROM SAID
POINT; THENCE
SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 12020' 42" THENCE
SOUTH 0046' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE
SOUTH 89013' 56"
WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO THE POINT OF BEGINNING.
PARCEL 14: ( APN: 126- 481- 02)

37 OF
COUNTY.
PARCEL 14A:
EXHIBIT A
55414. 00701\ 34349345. 7
AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TACT NO. 4208, AS PER
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226. 73FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46'
04" WEST 25. 00 FEET; THENCE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26° 18' 53" EAST 228. 00 FEET
FROM SAID POINT;
LOT; THENCE SOUTH
BEGINNING.
PARCEL 15: ( APN: 126- 481- 01)

PARCEL 15A:
AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226. 73
FEET; THENCE
FROM SAID POINT;
LOT; THENCE SOUTH
EXHIBIT A
55414. 00701134349345. 7
BEGINNING.
PARCEL 16: ( APN: 126- 481- 29)
PARCEL 17: ( APN: 126-481- 28)

OF MISCELLANEOUS
PARCEL 18: ( APN: 126- 481- 27)

AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF MISCELLANEOUS
MAPS, IN THE OFFICE
RIGHTS, AND OTHER
APPURTENANT RIGHTS
SAID LAND NOR ANY
PARCEL 19: ( APN: 126-481- 26) LOT 19 OF TRACT NO. 4208, IN THE CITY OF
RECORD.
PARCEL 20: ( APN: 126- 481- 25)

LOT 20 OF TRACT 4208, IN THE CITY OF STANTON COUNTY OF ORANGE, STATE
OF CALIFORNIA, AS
EXHIBIT A
55414. 00701\ 34349345. 7
RECORD.
PARCEL 21: ( APN: 126- 481- 24)

RECORD.
PARCEL 22: ( APN: 126- 481- 23)

MAPS, IN THE OFFICE
RECORD.
PARCEL 23: ( APN: 126- 481- 22)

AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF MAPS, IN THE
RECORDER OF SAID COUNTY,

RECORD.
PARCEL 24: ( APN: 126- 481- 21)
STATE OF CALIFORNIA
AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 MISCELLANEOUS
PARCEL 24A:
AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208 IN THE
EXHIBIT A
55414. 00701174349345. 7
CITY OF STANTON
172, PAGE( S) 36 AND 37
SAID COUNTY.
BEGINNING AT THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 890 13'
56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT THENCE NORTH 00 48' 04" WEST 25. 00
FEET THENCE
LOT THE RADIUS POINT OF WHICH BEARS NORTH 260 18' 53" EAST 228. 00 FEET
FROM SAID POINT
THENCE LOT THENCE SOUTH 00 46' 04" EAST 7. 50 FEET TO THE
THENCE SOUTH 890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO
THE POINT OF
BEGINNING.
PARCEL 25: ( APN: 126- 481- 20)

IN BOOK 172, PAGES
PARCEL 25A:
CITY OF STANTON,
172, PAGE ( S) 36 AND
SAID COUNTY.
PARCEL 26: ( APN: 126-481- 19)

RECORD.
EXHIBIT A
55414. 00701 \ 34349345. 7
PARCEL 27: ( APN: 126- 481- 18)
LOT 27 OF TRACT NO. 4208, AS PER MAP RECORDED IN BOOK 172 PAGE( S) 36
AND 37 OF
COUNTY.
PARCEL 27A:
CITY OF STANTON,
172, PAGE ( S) 36 AND
SAID COUNTY.
56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT, THENCE NORTH 0° 46' 04" WEST 25.00
FEET; THENCE
NORTH 89013' 56" EAST 24. 20 FEET TO A POINT IN A CURVE IN THE
FROM SAID POINT;
CENTRAL ANGLE OF 12020' 42"
THENCE SOUTH 0046'04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH
89013' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO THE POINT OF
BEGINNING.
PARCEL 28: ( APN: 126- 481- 17)

AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37, OF MISCELLANEOUS
MAPS, IN THE OFFICE
PARCEL 29: ( APN: 126- 481- 16)

AND 37 OF
COUNTY.
PARCEL 29A:
AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER
MAP RECORDED IN
EXHIBIT A
55414. 00701134349345. 7
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46' 04" WEST 25. 00
FEET; THENCE
FROM THE SAID
POINT; THENCE SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A

CENTRAL ANGLE OF
120 20' 42" THENCE SOUTH 00 46' 04" EAST 7. 05 FEET TO THE SOUTHERLY LINE
OF SAID LOT;
THENCE SOUTH 890 13' 56" WEST ALONG SAID SOUTHERLY LINE 70. 00 FEET TO
THE POINT OF
BEGINNING.
PARCEL 30: ( APN: 126- 482- 15)

PAGES 36 AND 37 OF
COUNTY.
PARCEL 31: ( APN: 126- 482- 14)

MAPS, IN THE OFFICE
PARCEL 31A:
CITY OF STANTON.
SAID COUNTY.
56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0' 46' 04" WEST 25. 00
FEET; THENCE
EXHIBIT A
55414. 00701\ 34349345. 7
LOT, THE RADIUS OF WHICH BEARS NORTH 26° 18' 53" EAST 228. 00 FEET FROM
SAID POINT: THENCE
SOUTHEASTERLY 49. 12 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE
OF 120 20' 42" THENCE
SOUTH 00 46' 04" EAST 7. 50 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH 890 13' 56"
PARCEL 32: ( APN: 126- 482- 13)
PARCEL 32A:
CITY OF STANTON,
SAID COUNTY.
56" EAST 226. 73
FEET; THENCE
FROM SAID POINT;
LOT; THENCE SOUTH
BEGINNING.
PARCEL 33: ( APN: 126- 482- 12)

THE OFFICE OF THE
PARCEL 34: ( APN: 126- 482- 11)
EXHIBIT A
55414. 00701134349345. 7
AS PER MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF MAPS, IN THE
RECORD.
PARCEL 35: ( APN: 126- 482- 10)

LOT 35 OF TRACT 4208 AS PER MAP RECORDED IN BOOK 172 PAGES 36- 37, OF
MISCELLANEOUS MAPS
PARCEL 36: ( APN: 126- 482- 09)

RECORDED IN BOOK
172, PAGE( S) 36 AND 37, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF
SAID COUNTY.
PARCEL 37: ( APN: 126- 482- 08)

SUBSTANCES, LYING
PARCEL 37A:
AN UNDIVIDED 1/ 40TH INTEREST IN AND TO LOT 41 OF TRACT 41 OF TRACT NO.
4208, IN THE CITY
PAGES 36 AND 37 OF
COUNTY.
SECONDS EAST 226. 73 FEET FROM THE WEST LINE OF SAID LOT; THENCE
NORTH 0 DEGREE 46
56 SECONDS EAST
EXHIBIT A
55414. 00701\ 34349345. 7
24. 20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE OF SAID LOT,
THE RADIUS POINT
OF WHICH BEARS NORTH 26 DEGREE 18 MINUTES 53 SECONDS EAST 228. 00
CENTRAL ANGLE OF 12
DEGREE 20 MINUTES 42 SECONDS; THENCE SOUTH 0 DEGREE 46 MINUTES 04
SECONDS EAST 7. 50
MINUTES 56 SECONDS
PARCEL 38: ( APN: 126- 482- 07)

AS PER MAP RECORDED IN BOOK 172 PAGE( S) 36 AND 37 OF MISCELLANEOUS
MAPS FILED IN THE
PARCEL 39: ( APN: 126- 482- 06)

AND 37 OF
COUNTY.
PARCEL 40: ( APN: 126- 482- 05)

AS SHOWN ON A MAP RECORDED IN BOOK 172, PAGE( S) 36 AND 37 OF
EXHIBIT A
55414. 00701\ 34349345. 7
EXHIBIT " B"
TO
Townhome Housing Development Description
To Be Attached Behind This Cover Page]
55414. 00701\ 34349345. 7

EXHIBIT " C
TO
To Be Attached Behind This Cover Page]
55414. 00701134349345. 7
WJAdv
I socww
HOm SRAN[) VWINE waTivcu wcaass. xu enancc Mnsrvrt¢ s rr; .. __
A1. 1
a Development -.
rewrwuiuievmcuA mxrnnnxnwv
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i oewli ant
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I_OVA : 11: 3" Y1
MILESTONE SCHEDULE
Within 90 Das of Effective Date 2021 of ENA
Initial Pro Forma Submit initial pro forma for the proposed development.
Housing; Submit Housing Development construction schedule for the
Developments. proposed development.
Due Diligence Provide written determination of property' s physical suitability for

develo ment'
Submit site plans and elevations. Submit all relevant applications
Preliminary
and fees.
Housing
Within 30 Days of Receipt of Preliminary Housing Developments Submittal,
Plan Review Staff reviews plans for compliance with applicable codes and:
reaulations letter
Within 15 days of Receipt of Staff's Review

PlAns
2nd Plan Review Staff reviews plans for compliance with applicable codes andl
regulations; letter
Revised! Submit refined proforma and development schedule based on

Proforma and revised site plans,
Market Study Submit a market study containing a forecast of regional and local!
real estate
Development Submit letter identifying investment partners.;

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

Pa tners and, financing.
Draft DDA Complete negotiations and draft Disposition and Development
Final Revisions Finalize revisions to development proposal and all relevant materials.
City Council Present development proposal and DDA to City Council for final
Hearing; review and approval.,
55414.55414. 00701134349345 . 00701134349345 . 77

Attachment: D
••
7800 Katella Avenue

Stanton, CA 90680
•
PI (714) 379-9222
FI (714) 890-7443
[email protected]
StantonCA.gov
Dear Todd,
Date:
lylay 12, 2022
My ability to provide extensions to individual milestone dates may be
implicit in the ENA, but what is explicit is our ability to mutually agree to
extend the Negotiation Period twice by 90 days each. I would propose that
Todd Cottle
Principal
we exercise the first of our two 90-day extension periods, which would have
the effect of moving all of the milestone dates in the Schedule of
Performance, including your submittal of the initial pro forma by 90 days.
C&C Development
14211 Yorba Street,
Please indicate your agreement by signing below.
Suite 200
Tustin, CA 92780
Sinc�r� 1
714-269-8848 . - -�
[email protected] C
:_J
� ......
,.
Ja�·d. Hildenbrand
.c::· . . ... .
City Manager
Agree to and accepted by:
C&C Development
By: Todd Cottle
Its: Authorized Signatory
National Community Renaissance of California

By: Michael Ruane
':%,President
Brandywine Acquisitions Group, a California limited liability company

By: Brett Whitehead
Its: Chief Executive Officer
Community Pride & Forward Vision

Attachment: E
7800 Katella Avenue
Stanton, CA 90680
P I (714) 379-9222
FI (714) 890-1443
[email protected]
StantonCA.gov
To Whom It May Concern,

Date:
December l, 2022
The City received a request to extend the Exclusive Negotiation Agreement
("ENA"), dated December 14, 2021, by and between the City of Stanton,
Todd Cottle
Brandywine Acquisitions Group, LLC, C&C Development Company, and
Principal
National Community Renaissance of California. The ENA became effective
on February 15, 2022.
C&C Development
4
1 211 Yorba Street,
As you know , the City has extended the ENA, once, to November 12, 2022,
Suite 200
and hereby agrees to extend the ENA a second time, through February 10,
Tustin, CA 92780
2023. These extensions are authorized under section 3(b) of the ENA. The
City also hereby confirms that it has received the additional $15,000 in
Michael Ruane
deposits from the developers, pursuant to section 2(b) of the ENA. Please
Executive Vice
indicate your agreement to this extension by signing below.
President
The City looks forward to continuing to work with you. If you have any
National Community
questions, please feel free to contact me.
Renaissance of
California
Sincerely,
at��
9421 Haven Avenue
Rancho Cucamonga ,
CA91730
Hannah Shin-Heydorn ,
Alex Hernandez
City Manager
President/
Homebuilding Division
Agreed to and accepted by:
Brandywine
Acquisitions Group,
LLC
l5680Aston
C&C Development
Irvine, CA 92606
By: Todd Cottle
Its: Principal

By: Michael Ruane
Its: Executive Vice President
Brandywine Acquisitions Group, LLC

By: Alex Hernandez
Its: President/ Homebuilding Division

7800 Katella Avenue
Stanton, CA 90680
P 714)379-
1( 9222
F 1 ( 714)890-
1443
Stanton © Sta nto n CAg ov

StantonCA.
gov

Date:
December 1,2022
The City received a request to extend the Exclusive
Negotiation Agreement
ENA"), dated December 14, 2021, by and between the City of Stanton,
Todd Cottle
Brandywine Acquisitions Group, LLC, C&
C Development Company, and
Principal
on February 15, 2022:
C Development
C&
14211 Yorba Street,
As you know, the City has extended the ENA,
Suite 200 once, to November 12, 2022,
and hereby agrees to extend the ENA a second time,
Tustin,CA 92780 through February 10,
2023. These extensions authorized
under section 3( of the ENA. The
are
b)
City also hereby confirms that
it has received the additional $ 15,
000 in
Michael Ruane
Executive Vice deposits from the developers, pursuant to section 2(b) of the ENA. Please
President
The City looks forward to continuing to work with If you have any
National you.
Community
Renaissance of questions, please feel free to contact me.
California
9421 Haven Avenue
Sincerely,
Rancho Cucamonga,
CA 91730
Hannah Shin-
Heydorn
Alex Hernandez
City Manager
President/

Brandywine
Acquisitions Group,
LLC
15680 Aston_,
C&
C Development
Irvine, CA 92606
By: Todd Cottle
Its: Principal

By: Michael Ruane

By: Alex Hernandez
Its: President/

CITY OF STANTON 7800 Katella Avenue
Stanton, CA 90680
DEC - 8 2022 P1 ( 714)379-

9222
F 1 ( 714) 890-
1443
OFFICE OF THE CITY MANAGER

Stanton@Sta nton CA.
gov
StantonCA.
gov

Date:
December 1, 2022
The City received a
request to extend the Exclusive Negotiation Agreement
ENA"), dated December
14, 2021, by and between the City of Stanton,
Todd Cottle
Brandywine Acquisitions Group, LLC, C&
C Development Company, and
Principal National Community Renaissance of California. The ENA became effecxiv_
e
C Development
C&
on Februaryl5, 2022.
14211 Yorba Street,
As you know, the City has extended the ENA, once, to November 12, 2022,
Suite 200
and hereby agrees to extend the ENA a second time,through February 10,
Tustin, CA 92780
2023. These extensions are authorized under section b)
3( of the ENA. The
City also hereby confirms that it has received the additional $
000 in
15,
Michael Ruane
deposits from the developers, pursuant to section 2(
b) of the ENA. Please
Executive Vice
President
National Community
Renaissance of questions, please feel free to contact me.
California
9421 Haven Avenue
Sincerely,
Rancho Cucamonga,
CA 91730
Hannah Shin-
Heydorn
Alex Hernandez
City Manager
President/
Agreed to and accepted by

Brandywine
Acquisitions Group,
LLC
15680 Aston
C Development
C&
Irvine, CA 92606
By Todd Cottle
Its: Principal

By. Michael Ruane

By: Alex Hernandez
Its: President/
Homebuiiding Division

7800 Katelia Avenue
Stanton, CA 90680
P 1 ( 714)379-
9222
F1 ( 714) 890-
1443
Stanton©
gov
stantonCA.
StantonCA.
gov

Date:
December 1, 2022
ENA"), dated December. 14, 2021, by and between the City of Stanton,
Todd Cottle
Principal
NationaLCommunity Renaissanre ENAbecam-
he-
Califomia._'
nf_ - : - '
C Development
C&
14211 Yorba Street,
Suite 200
and hereby agrees to extend the ENA a second time,through February 10,
Tustin,CA 92780
2023. These extensions are authorized under section
b)
3( of the ENA. The
Michael Ruane City also hereby confirms that it has received the additional $ 000
15, in
Executive Vice
deposits from the developers, pursuant to section 2(
b) of the ENA. Please
President
National Community
Renaissance of
California
Haven Avenue
Sincerely,
9421
Rancho
CA 91730
Cucamonga,
at fnJt V
Hannah Shin-
Heydorn
Alex Hernandez
President/ City Manager

Brandywine
Acquisitions Group,
LLC
15680 Aston
C Development
C&
Irvine,CA 92606
By: Todd Cottle
Its: Principal

Michael Ruane
Executive Vice President
ndywine Acquisitions Group, LLC

y Alex Hernandez

Attachment: F
CITY OF STANTON
REPORT TO THE
DATE: January 24, 2023
SUBJECT: CONSIDERATION OF EXTENSION OF THE EXCLUSIVE

NEGOTIATION AGREEMENT WITH BRANDYWINE ACQUISITIONS
GROUP, C&C DEVELOPMENT COMPANY, AND NATIONAL
COMMUNITY RENAISSANCE OF CALIFORNIA REGARDING THE
TINA-PACIFIC DEVELOPMENT PROJECT
REPORT IN BRIEF:
The City Council and Housing Authority will consider extending the Exclusive
Negotiation Agreement (ENA) with Brandywine Acquisitions Group, C&C Development
Company, and National Community Renaissance of California for the Tina Pacific
Project for an additional 180 days to allow for additional time to negotiate a disposition
and development agreement and any other necessary agreements.
Environmental Quality Act (“CEQA”) pursuant to Sections
15378(b)(5)(Organizational or administrative activities of governments that will not
result in direct or indirect physical changes in the environment); and
2. Approve extension of the ENA and authorize the City Manager/Executive Director to
execute the First Amendment to the ENA.
BACKGROUND:
At its joint meeting of December 14, 2021, the City Council and the Housing Authority
Board approved an ENA with Brandywine Acquisitions Group (Brandywine), C&C
Development Company (C&C), and National Community Renaissance of California
(National Core, and collectively, the “Developers”) for the Tina Pacific Project
(Attachment 1). The ENA was for an initial term of 180 days (Attachment 2) and was
extended an additional 90 days by the City Manager/Executive Director on May 12,
2022 through November 12, 2022 (Attachment 3), and on December 1, 2022 through
February 10, 2023 (Attachment 4), as authorized by the ENA.
With the most recent extension set to expire on February 10, 2023, staff is requesting
the City Council/Housing Authority Board approve a final extension of 180 days to allow
for the completion of project negotiations and presentation of a finalized draft of the
DDA and Purchase and Sale Agreement to the Council.
Since the execution of the original ENA, the Developers and City staff have worked
diligently to advance the project. Should the requested 180-day extension be approved,
the Developers and City staff will work to finalize the following deliverables:
development.
• Financing plan for all private and public improvements proposed for each
• A preliminary financial analysis and market study, including a comprehensive
cost-benefit analysis to the City.
• Preliminary/conceptual project plans, including site, floor, landscape, and
elevation plans.
FISCAL IMPACT:
Pursuant to the proposed First Amendment to the ENA, the City shall receive from each
of the Developers ten thousand dollars ($10,000) in immediately available funds as
initial deposits to defray certain costs of the City in pursuing the contemplated
negotiations with the Developers during the negotiation period.
The City has no obligation to pay or reimburse the Developers for any costs or
expenses incurred as a result of the ENA, the preparation and submittal of the
development plan, the negotiation of a DDA or other agreements, the retention of any
consultant, or the development of the Property or any other matter concerning the
Property, regardless of the outcome of the negotiating period.
In accordance with the requirements of the California Environmental Quality Act

(CEQA), this item is not subject to CEQA pursuant to Sections
15378(b)(5)(Organizational or administrative activities of governments that will not result
in direct or indirect physical changes in the environment).
LEGAL REVIEW:
The City Attorney has prepared the attached First Amendment to ENA and approved it
as to form.
STRATEGIC PLAN OBJECTIVE ADDRESSED:
Obj. 3: Provide a quality infrastructure.

Obj. 5: Provide a high quality of life.
Obj. 6: Maintain and promote a responsive, high-quality, and transparent government.
Prepared by: Hannah Shin-Heydorn, City Manager

Approved by: Hannah Shin-Heydorn, City Manager
Attachments:
A. December 14, 2021 Staff Report
B. Original ENA
C. ENA First Extension
D. ENA Second Extension
E. First Amendment to ENA
Attachment: A
CITY OF STANTON
HOUSING AUTHORITY

REPORT IN BRIEF:

RECOMMENDED ACTION:

BACKGROUND:
1
fit.

2
the Developers:
development.
development.
plans.
FISCAL IMPACT:
3
negotiating period.
LEGAL REVIEW:


__________________________ __________________________
4
Approved By:

__________________________
City Manager
Attachment(s):
5
Attachment: B
THE CITY OF STANTON
(Tina Pacific)

�1emkl1/, 2021, for reference purposes only, and is entered into by and between the City
RECITALS

and

Development"); and

55414.0070 I \34349345.7
"ODA") and such other agreements as the parties determine; and
F. The Parties all intend that, under the ODA and other agreements, 45% of
collectively referred to herein as the "Sites").

2. Deposits.
(a) Concurrent with the Developer's execution of this Agreement,

"Initial Deposits") to ensure that each Developer will proceed diligently and in good faith
(as defined in Section 3(a)), as part of the consideration for the City's agreement not to
Negotiation Period, pursuant to this Agreement. The City shall charge all reasonable out
of-pocket third-party costs (including consultant fees and attorneys' fees associated with
review and implementation of this Agreement or preparing the DOA and other
each Developer's option, either be applied to the purchase price or returned to the
Developer's transfer of their respective Initial Deposit to the City under this Agreement as
55414.00701 \34349345.7
consideration for the City's agreement not to negotiate with other persons during the
Negotiation Period.

3(b) (each, an "Extension Deposit"). Each Extension Deposit is intended to ensure that
for the City's agreement not to negotiate with other persons during any such extension of
Negotiation Period, pursuant to this Agreement. Al the termination of this Agreement,
occurred (the "Effective Date"): (1) payment of the Initial Deposits to the City by the
Council's approval of this Agreement, if approved, and the execution of this Agreement
the Effective Date ("Negotiation Period"), subject to the limitations of Section 3(b).
agreement of the City's City Manager and all Developers for no more than two (2)
Date.

the Developers approve and execute a DOA acceptable to both the City and the
will terminate on the effective date of such DOA.
554 l 4.00701\34349345.7
for review, all of the following, with respect to such Developer's proposed Housing
Development:

Developer's Housing Development on the applicable Site that describes and depicts: (1)
(b) Proposed zoning change or changes to the City's General Plan, if

any, necessary to accommodate such Developer's Housing Development on the
applicable Site;


for the townhomes to be developed in the Town home Housing Development;

units currently owned by the City I Housing Authority, to commence upon the sale of the
Property;
(I) A proposed plan to relocate existing tenants and occupants in
7260 et seq.);

5. Negotiation of ODA.
proceed diligently and in good faith to negotiate a ODA or other agreement for its Housing
55414.00701 \34349345.7
and conditions of the DOA and other agreements, and such other matters, as may be
discretion. The exact terms and conditions of the DOA and other agreements, if any, shall
Developer that a mutually acceptable ODA or other agreement will be produced from
on either Party to agree to a definitive ODA or other agreement in the future. Nothing in
representation that any proposed DOA or other agreement that may be negotiated by City
staff and any Developer will be approved by the City's governing body. The Developers
acknowledge and agree that the City's consideration of any ODA or other agreement is
(b) Based upon Developers' proposals, the Parties have come to a

Negotiation Period:

Developments;

Brandywine shall be $22,000,000- to be paid as follows: (A) $17,500,000 in immediately
available funds, and (B) sales proceeds from Brandywine's sale of the Multifamily Site to
55414.00701 \34349345.7
over the course of 55 years (the "Land Loan");
Site;

note for $4,500,000 in favor of the City (the "Multifamily Note"), the City will record a deed
of trust against the Multifamily Site (the "Multifamily Deed of Trust" and together with the
Land Loan, the "Land Loan Documents"), and the Multifamily Developers will execute a
years (the "Regulatory Agreement");
of the Property;
(x) The City's share of the acquisition and relocation cost for the

dale certain (to be negotiated by the Parties), the Multifamily Note shall be cancelled and

Community Development ("HCD") to demonstrate that the City has complied with the
a DOA, including any regulatory agreement to be recorded on either Site;

(xv) The City will hold hearings and lake all required steps to
consider the vacation of portions of Tina Way, Pacific Avenue and alleys, in the City's
55414.00701 \34349345.7

Developers. During the Negotiation Period, no voluntary or involuntary successor-in
the City for performance of such Developer's obligations under this Agreement.
554 l 4.00701134349345.7
(d) For the purposes of this Agreement, the term "Affiliate" means any
comment on draft versions of the ODA and other agreements which are provided by the
other Party and, if the terms and conditions of such ODA and other agreements are
agreed upon between City staff and the Developers, the Developers shall submit the ODA
for review and approval or disapproval. Any future ODA and other agreements shall
having one or more of such Developer's employees or consultants who are
Developments and the progress of negotiation of a ODA and other agreements, such that
ODA and other agreements, attend both: (1) periodic meetings with City staff, as
so by City staff.

or negotiation of a ODA or other agreement that may be undertaken by such Developer
Developer's discretion, regarding any matter relating to a ODA or other agreement, a Site
55414.00701 \34349345.7
otherwise associated with the Developer's Housing Development. The City shall not be
the future.
redevelopment of the Sites. The term "negotiate," as used in this Agreement, means and
of how initiated, with respect to the availability of the Sites or that person's redevelopment
6254, et. seq. (the "PRA"). The City shall use its best efforts to inform Developers of any
of this Agreement.

55414.00701134349345.7
Attorney.
I I. Nondiscrimination. The Developers shall not discriminate against nor

this Agreement.

OF EACH OF BRANDYWINE'S AND THE MUL TlFAMILY DEVELOPERS' DAMAGES IN
SUCH EVENT IS FIVE THOUSAND DOLLARS ($5,000) (THE "LIQUIDATED DAMAGES
LIQUIDATED DAMAGES AMOUNT SHALL BE EACH DEVELOPER'S SOLE AND
55414.00701\34349345.7
CITY.



MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION .OF THIS
DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH

WHICH PROVIDES:

IN THIS SECTION 12.
55414 00701\34349345.7
CITY.




WHICH PROVIDES:


IN THIS SECTION 12.
55414.00701 \34349345.7
CITY.

Representative of ty Representative of Brandywine



WHICH PROVIDES:


IN THIS SECTION 12.
55414.00701\34349345.7
CITY.

Representative of City Rep of Brandywine
�z



WHICH PROVIDES:


IN THIS SECTION 12.
55414.00701134349345.7

13. Default.

Period.
calendar days following receipt of written notice of such default, a "breach" of this

section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future ODA or
other agreement, the City must obtain approval from HCD. Further, any future ODA or
55414.00701\34349345.7
Representative of City Representative of-Beveleeei:
So..,..o'f ta,,ie.

13. Defau It.

under any circumstances, extend the Negotiation Period. lflhere are less than fifteen (15)
Period.


section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future DOA or
55414.0070 I \34349345.7
11rv
Initials of Auffi 1zed
Representative of National Core
Initials of Authorized
Representative of C&C
13. Default.

Period.


other agreement, the City must obtain approval from HCD. Further, any future DOA or
554 l 4.00701\34349345.7
�c.-
13. Default.

Period.
in giving such notice shall not constitute a waiver of any default nor shall ii change the


55414.0070 I \34349345.7
as LoopNet.com.

15680 Aston
Irvine, CA 92606
National CORE
9421 Haven Avenue
Attn: Michael Ruane
C&C Development
Tustin, CA 92780
Attn: Todd Cottle
55414.00701 \34349345.7
7800 Katella Avenue
Stanton, CA 90680

Irvine, CA 92612
E-mail:
[email protected]


of each Developer.
single agreement.



55414.00701134349345.7
Agreement. No extension of the lime for performance of any obligation or act, no waiver

this Agreement and incorporated into this Agreement by this reference. If the dale on
hereof the words "reasonable attorneys' fees" mean and include, in the case of either
55414.00701 \34349345.7
(Tina Pacific)
DEVELOPERS:
Dated:_________ By: ____________
Dated:._________
By:____________
By: ____________
CITY:
THE CITY OF STANTON
By:.____________
December 15, 2021
Dated: ________ _ Jarad L. Hildenbrand
City Manager
ATTEST:
By: ____________
City Clerk
55414 00701\34349345.7
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
'�
�
Dated: ot!os/wz.-2 B
Dated:_________
By: _____________
By: _____________
CITY:
THE CITY OF STANTON
By:_____________
Dated:_________ uarncl L. l/,l/ff!Prt%11c/
ATTEST: C,·'7 4n,.�e,-
By: ____________
City Clerk
55414.00701 \34349345.7
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
AltiaVIfl,I Co !>_It
Dated: _________ By: ____________
Dated :,_..1-I ..:C+l.ilac.J-1 l--"=·-=---- By: ____________

a l
'-l a.
/ I
CITY:
THE CITY OF STANTON
By:, ____________
Dated:. _________ JPll'atl l, II/ !r/P1t6ra11d
ATTEST:
C,,'fy Aa11fjr!r
By.:_----------
City Clerk
55414.00701\34349345 ,7
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
Dated: ---------
Dated: --------- By:_____________
By: _____________
CITY:
THE CITY OF STANTON
By: __�---,---.-,-------
Dated: --------- Jarad L. fl idfJl!}ra,nc/
1
ATTEST:
C,'fy A1anaJ6r
By:____________
City Clerk
5541---1-.00701 34349345.7
By: ____________
City Attorney
55414 00701\34349345.7
EXHIBIT"A"
TO
follows:
PARCEL 1: (APN: 126-481-15)

37 OF MISCELLANEOUS
PARCEL 2: (APN: 126-481-14)

37 OF MISCELLANEOUS
PARCEL 3: (APN: 126-481-13)

37 OF MISCELLANEOUS
PARCEL 4: (APN: 126-481-12)

37 OF MISCELLANEOUS
PARCEL 5: (APN: 126-481-11)

37 OF MISCELLANEOUS
PARCEL 6: (APN: 126-481-10)

37 OF MISCELLANEOUS
PARCEL 7: (APN: 126-481-09)

37 OF MISCELLANEOUS
PARCEL 8: (APN: 126-481-08)

37 OF MISCELLANEOUS
EXHIBIT A
55414.00701 \34349345.7
PARCEL 9: (APN: 126-481-07)

PARCEL 9A AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO.

COUNTY RECORDER
OF SAID COUNTY.
BEGINNING IN THE SOUTH LINE OF SAID LOT DISTANT THEREON NORTH 89 ° 12'
56" EAST 226. 73
FEET; THENCE NORTH
LINE OF SAID LOT,
THE RADIUS POINT OF WHICH BEARS NORTH 26 ° 18' 53" EAST 228 FEET FROM
SAID POINT THENCE
THROUGH A CENTRAL ANGLE OF 12 ° 20' 42" THENCE SOUTH 0° 46' 04" EAST 7.50
FEET TO THE
SOUTHERLY LINE 70
PARCEL 10: (APN: 126-481-06)

SUBSTANCES LYING
PARCEL 11: (APN: 126-481-05)

EXHIBIT A
55414.00701\34349345.7
PARCEL 11A:
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, IN THE
CITY OF STANTON,
SAID COUNTY.
56" EAST 226.73
FEET; THENCE
NORTH 89 ° 13' 56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE
FROM SAID POINT;
LOT; THENCE SOUTH
BEGINNING.
PARCEL 12: (APN: 126-481-04)

AND 37 OF
COUNTY.
PARCEL 12A:AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO.
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73
FEET; THENCE
FROM SAID POINT;
EXHIBIT A
55414.00701\34349345.7
LOT; THENCE SOUTH
89° 13' 56" WEST ALONG SAID BOUNDARY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 13: (APN: 126-481-03)

LOT13, TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER
THE OFFICE OF THE
SUBSTANCES, LYING
WITH NO RIGHT OF
PARCEL13A:
CITY OF STANTON,
SAID COUNTY.
8901356" EAST 226.73 FEET
FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 4604" WEST 25.00 FEET;
THENCE NORTH
89 ° 13'56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE
OF SAID LOT, THE
RADIUS POINT OF WHICH BEARS NORTH 26 ° 18'53" EAST 228.00 FEET FROM SAID
POINT; THENCE
OF 12 °20'42" THENCE
SOUTH 0 ° 46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE
SOUTH 89 ° 13'56"
PARCEL 14: (APN: 126-481-02)

37 OF
COUNTY.
PARCEL 14A:
EXHIBIT A
55414.00701 \34349345.7
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TACT NO. 4208, AS PER
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0 ° 46'
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26 ° 18' 53" EAST 228.00 FEET
FROM SAID POINT;
LOT; THENCE SOUTH
89 ° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 15: (APN: 126-481-01)

PARCEL 15A:
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208, AS PER
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73
FEET; THENCE
FROM SAID POINT;
LOT; THENCE SOUTH
EXHIBIT A
55414.00701134349345.7
89' 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 16: (APN: 126-481-29)
PARCEL 17: (APN: 126-481-28)

OF MISCELLANEOUS
PARCEL 18: (APN: 126-481-27)

MAPS, IN THE OFFICE
RIGHTS, AND OTHER
APPURTENANT RIGHTS
SAID LAND NOR ANY

RECORD.
PARCEL 20: (APN: 126-481-25)

OF CALIFORNIA, AS
EXHIBIT A
55414.00701 \34349345.7
RECORD.
PARCEL 21: (APN: 126-481-24)

RECORD.
PARCEL 22: (APN: 126-481-23)

MAPS, IN THE OFFICE
RECORD.
PARCEL 23: (APN: 126-481-22)

RECORD.
PARCEL 24: (APN: 126-481-21)
STATE OF CALIFORNIA
PARCEL 24A:
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208 IN THE
EXHIBIT A
55414.00701 \34349345.7
CITY OF STANTON
172, PAGE(S) 36 AND 37
SAID COUNTY.
56" EAST 226.73
FEET THENCE
FROM SAID POINT
THE POINT OF
BEGINNING.
PARCEL 25: (APN: 126-481-20)

IN BOOK 172, PAGES
PARCEL 25A:
CITY OF STANTON,
SAID COUNTY.
PARCEL 26: (APN: 126-481-19)

RECORD.
EXHIBIT A
55414.00701 \34349345.7
PARCEL 27: (APN: 126-481-18)
AND 37 OF
COUNTY.
PARCEL 27A:
CITY OF STANTON,
SAID COUNTY.
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT, THENCE NORTH 0 °46'04" WEST 25.00
FEET; THENCE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26 ° 18'53" EAST 228.00 FEET
FROM SAID POINT;
CENTRAL ANGLE OF 12 ° 20'42"
THENCE SOUTH 0 ° 46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH
89 °13'56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 28: (APN: 126-481-17)

MAPS, IN THE OFFICE
PARCEL 29: (APN: 126-481-16)

AND 37 OF
COUNTY.
PARCEL 29A:
MAP RECORDED IN
EXHIBIT A
55414.00701 \34349345.7
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226. 73
FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0 ° 46' 04" WEST 25.00
FEET; THENCE
FROM THE SAID
CENTRAL ANGLE OF
12 ° 20' 42" THENCE SOUTH 0 ° 46' 04" EAST 7.05 FEET TO THE SOUTHERLY LINE
OF SAID LOT;
THENCE SOUTH 89 ° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO
THE POINT OF
BEGINNING.
PARCEL 30: (APN: 126-482-15)

PAGES 36 AND 37 OF
COUNTY.
PARCEL 31: (APN: 126-482-14)

MAPS, IN THE OFFICE
PARCEL 31A:
CITY OF STANTON.
SAID COUNTY.
56" EAST 226.73
FEET; THENCE
EXHIBIT A
55414.00701 \34349345.7
SAID POINT: THENCE
OF 12 ° 20' 42" THENCE
THENCE SOUTH 89 ° 13' 56"
PARCEL 32: (APN: 126-482-13)
PARCEL 32A:
CITY OF STANTON,
SAID COUNTY.
56" EAST 226. 73
FEET; THENCE
FROM SAID POINT;
CENTRAL ANGLE OF 12 ° 20' 42"
LOT; THENCE SOUTH
BEGINNING.
PARCEL 33: (APN: 126-482-12)

THE OFFICE OF THE
PARCEL 34: (APN: 126-482-11)
EXHIBIT A
55414.0070 I \34349345.7
RECORD.
PARCEL 35: (APN: 126-482-10)

MISCELLANEOUS MAPS
PARCEL 36: (APN: 126-482-09)

RECORDED IN BOOK
COUNTY RECORDER OF
SAID COUNTY.
PARCEL 37: (APN: 126-482-08)

SUBSTANCES, LYING
PARCEL 37A:
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT 41 OF TRACT NO.
4208, IN THE CITY
PAGES 36 AND 37 OF
COUNTY.
NORTH O DEGREE 46
56 SECONDS EAST
EXHIBIT A
55414,00701\34349345.7
THE RADIUS POINT
CENTRAL ANGLE OF 12
DEGREE 20 MINUTES 42 SECONDS; THENCE SOUTH O DEGREE 46 MINUTES 04
SECONDS EAST 7.50
MINUTES 56 SECONDS
PARCEL 38: (APN: 126-482-07)

MAPS FILED IN THE
PARCEL 39: (APN: 126-482-06)

AND 37 OF
COUNTY.
PARCEL 40: (APN: 126-482-05)

EXHIBIT A
55414.00701\34349345.7
EXHIBIT"C"
TO
55414.00701 \34349345. 7
51Tl:PWI
I A1.1
w:wm::>MMIQI-OO�A'd! N11HIIIAW.,,'t
STR£1\T£Jill!81T I
A1.4
111111. B�Jt1f
OYWlNC
A1.5
11111
111111
m BDRANDYWIHC
H<I"�&
M
Deveto:Jment
I hl/1MlOLIACROOtl:UOl .............
....,,.,.. ,..,_,.,
0o»:lEPTt.W.omtGII �:IUilPOOT/11&1 I A1.6
EXHIBIT"D"
MILESTONE SCHEDULE

MIi FSTONF nFSCRIPTION
Within 90 Davs of Effective Date I 2021\ of ENA
Initial Pro Forma! Submit initial proforma for the proposed development.
Housing Submit Housing Development construction schedule for the.
develooment.
Housina and fees.
re""' · .. ,�· l0tt.,.r
o, .........
2 nd Plan Review Staff reviews plans for compliance with applicable codes and
reaulations· letter
Proforma and! revised site plans
real estate
Partners.
Funding• Submit letter identifying lenders and proof of ability to obtain
pc,rfn0rc c,nrl financing..
Draft DOA Complete negotiations and draft Disposition and Development

City Council Present development proposal and DOA to City Council for final,
Hearing review and aooroval.
55414.00701 \34349345.7
Attachment: C
••
7800 Katella Avenue

Stanton, CA 90680
•
PI (714) 379-9222
FI (714) 890-1443
[email protected]
StantonCA.gov
Dear Todd,
Date:
lylay 12, 2022
Todd Cottle
Principal
C&C Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
Sinc�r� 1
I
714-269-8848 . - -�
[email protected] .c:.. ... . } (
··-....... ,.___./
City Manager
C&C Development
By: Todd Cottle

By: Michael Ruane
':%,President

By: Brett Whitehead

•
Attachment: D
•
7800 Katella Avenue
Stanton, CA 90680
•
P I (714) 379-9222
F I (714) 890-1443
[email protected]
StantonCA.gov

Date:
December l, 2022
Todd Cottle
Principal
C&C Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
Michael Ruane
deposits from the developers, pursuant to section 2{b) of the ENA. Please
Executive Vice
President
National Community
Renaissance of
California
Sincerely,
df�M�
9421 Haven Avenue
Rancho Cucamonga,
CA 91730
Hannah Shin-Heydorn
Alex Hernandez
City Manager
President/
Brandywine
Acquisitions Group,
LLC
15680 Aston
C&C Development
Irvine, CA 92606
By: Todd Cottle
Its: Principal

By: Michael Ruane

By: Alex Hernandez

Attachment: E
THE CITY OF STANTON
FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
(Tina Pacific)
THIS FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT (“First

Amendment”) is dated as of _______, 2023, for reference purposes only, and is entered into by
and between the City of Stanton, a California municipal corporation (“City”), on the one hand; and
Brandywine Acquisitions Group, a California limited liability company (“Brandywine”), C&C
Development Co., a California Limited Liability Company (“C&C”), and National Community
Renaissance of California, a California nonprofit public benefit corporation (“National Core”), on
the other hand, to provide a specified period of time to attempt to negotiate a disposition and
development agreement. C&C and National Core are sometimes collectively referred to herein as
the “Multifamily Developers,” and C&C, National Core and Brandywine are sometimes
collectively referred to herein as the “Developers.” The City and the Developers are sometimes
referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties.” This
Agreement is entered into by the Parties with reference to the following recited facts (each, a
“Recital”):
RECITALS
A. The City is the owner of that approximately 10 acres of real property located in the
Tina Pacific neighborhood of the City (APN 126-481-01 through 29 and 126-126-482-05 through
15), including portions of Tina Way and Pacific Avenue (“Property”).
B. The Parties entered into that certain Exclusive Negotiating Agreement, dated
December 14, 2021, in order to provide for time to negotiate one or more future agreements
between the City and the Developers governing the potential acquisition of the Property by the
Developers and development of the Townhome Housing Development by Brandywine on the
Townhome Site and development of the Multifamily Housing Development by the Multifamily
Developers on the Multifamily Site (“Agreement”).
C. The Agreement became effective on February 14, 2022 pursuant to the provisions
set forth in Section 3(a) of the Agreement (“Effective Date”).
D. Upon the mutual written agreement of the Parties and for consideration in the form
of Extension Deposits paid by the Developers to the City, the Parties exercised two consecutive
90-day extensions to the term of the Negotiation Period, authorized pursuant to Section 3(b) of the
Agreement. The current Negotiation Period expires on February 9, 2023.
E. The Parties now desire to amend the Agreement in order to extend the term of the
Negotiation Period under the Agreement for a period of 180 days to expire on August 8, 2023,
increase the amount of each Extension Deposit to be commensurate with the extended term, and
to modify terms relating to extensions of the Negotiation Period under the Agreement (“First
Amendment”).
55414.00701\40963250.1
RELATING TO THE SALE AND DEVELOPMENT OF THE SITES AND THE PROMISES OF
THE CITY AND THE DEVELOPERS SET FORTH IN THIS FIRST AMENDMENT, THE
CITY AND THE DEVELOPERS AGREE, AS FOLLOWS:
1. Deposits. Section 2(b) of the Agreement is hereby amended in its entirety to read
as follows:
“(b) Upon the each extension of the Negotiation Period occurring pursuant to the
provisions of Section 3(b), if any, the Developers shall each provide to the City an
additional deposit of Five Thousand Dollars ($5,000) in immediately available funds on
the first day of any 90-day extension of the Negotiation Period occurring pursuant to the
provisions of Section 3(b) (each, an "Extension Deposit"). Each Developer shall provide
to the City an additional deposit of Ten Thousand Dollars ($10,000) in immediately
available funds on the first day of any 180-day extension of the Negotiation Period
occurring pursuant to the provisions of Section 3(b). Each Extension Deposit is intended
to ensure that the Developers will proceed diligently and in good faith to fulfill their
obligations under this Agreement during any extension of the Negotiation Period, as part
of the consideration for the City's agreement not to negotiate with other persons during any
such extension of the Negotiation Period, and to defray certain costs of the City in pursuing
the contemplated negotiations with the Developers during any such extension of the
Negotiation Period, pursuant to this Agreement. At the termination of this Agreement, any
remaining funds from an Extension Deposit shall be refundable to the applicable Developer
as provided in Section 2(a), above
2. Term of Agreement. Section 3 of the Agreement is hereby amended in its entirety

to read as follows:
“(a) The rights and duties of the City and the Developers established by this
Agreement shall commence on the first date on which all of the following have occurred (the
“Effective Date”): (1) payment of the Initial Deposits to the City by the Developers, in accordance
with Section 2(a); and (2) delivery of a City Council-approved fully executed version of this
Agreement to the Developers, the exact date of which shall be mutually agreed to by the Parties
promptly after the Developers’ receipt of the fully executed Agreement from the City as evidenced
in writing signed by their respective authorized representatives. The City shall deliver a fully
executed counterpart original of this Agreement to the Developers within ten (10) calendar days
following the City Council’s approval of this Agreement, if approved, and the execution of this
Agreement by the authorized representative(s) of the City. This Agreement shall continue in effect
for a period of One Hundred Eighty (180) consecutive calendar days immediately following the
Effective Date (“Negotiation Period”), subject to the limitations of Section 3(b).
agreement of the City's City Manager and all Developers for no more than two (2) additional
consecutive Ninety (90) calendar day periods and one (1) additional consecutive One Hundred and
Eighty (180) calendar day period. Notwithstanding the immediately preceding sentence or any
other part of this Agreement, in no event shall the Negotiation Period exceed Five Hundred Forty
(540) consecutive calendar days from the Effective Date.
55414.00701\40963250.1
(c) This Agreement shall automatically expire and be of no further force or effect at
the end of the Negotiation Period, unless, prior to that time, both the City and the Developers
approve and execute a DDA acceptable to both the City and the Developers, in their respective
sole and absolute discretion, in which case this Agreement will terminate on the effective date of
such DDA.”
4. Remaining Provisions. Except as specifically set forth in this First Amendment,

the remaining provisions of the Agreement shall continue in full force and effect.
55414.00701\40963250.1
THE CITY OF STANTON
(Tina Pacific)
IN WITNESS WHEREOF, the City and the Developers have executed this First
Amendment to Exclusive Negotiation Agreement on the dates indicated next to each of the
signatures of their authorized representatives, as appear below.
DEVELOPERS:
_______________________
Dated: By:
___________
__________________
Dated:
By:
___________
__________________
Dated
By:
___________
__________________
CITY:
THE CITY OF STANTON
Dated: By:
ATTEST:
By:
City Clerk
By:
City Attorney
55414.00701\40963250.1
Attachment: G
CITY OF STANTON
REPORT TO THE
DATE: August 8, 2023

POTENTIAL REDEVELOPMENT OF THE TINA-PACIFIC
NEIGHBORHOOD
REPORT IN BRIEF:
Company, and National Community Renaissance of California for the potential
redevelopment of the Tina Pacific neighborhood for an additional 12 months to allow for
additional time to negotiate a disposition and development agreement and any other
necessary agreements.
execute the Second Amendment to the ENA.
BACKGROUND:
(National Core, and collectively, the “Developers”) for the potential redevelopment of the
Tina Pacific neighborhood (Attachment 1). The ENA was for an initial term of 180 days
(Attachment 2) and was extended an additional 90 days by the City Manager/Executive
Director on May 12, 2022 through November 12, 2022 (Attachment 3), and on
December 1, 2022 through February 10, 2023 (Attachment 4), as authorized by the
ENA. At its meeting of January 24, 2023, the Council approved an additional 180-day
extension of the ENA and authorized the City Manager/Executive Director to execute a
First Amendment stating such.
With the most recent extension set to expire on August 10, 2023, staff is requesting the
City Council/Housing Authority Board approve a final extension of 12 months, or
through August 10, 2024.
Should the requested 12-month extension be approved, the Developers and City staff
will work to finalize the following deliverables:
development.
elevation plans.
FISCAL IMPACT:
The ENA and the First Amendment allows for the City to receive from each of the
Developers a deposit in immediately available funds to defray certain costs of the City in
pursuing the contemplated negotiations with the Developers during the negotiation
period. However, as an act of good faith and in a spirit of collaboration staff is
recommending Council waive any additional deposit requirement for this final extension.

LEGAL REVIEW:
The City Attorney has prepared the attached Second Amendment to ENA and approved
it as to form.
STRATEGIC PLAN OBJECTIVES ADDRESSED:
Obj. No. 3: Provide a quality infrastructure.

Obj. No. 5: Provide a high quality of life.
Obj. No. 6: Maintain and promote a responsive, high-quality, and transparent
government.

Attachments:
B. Original ENA
E. January 24, 2023 Staff Report and First Amendment to ENA
F. Second Amendment to ENA
Attachment: A
CITY OF STANTON
HOUSING AUTHORITY

REPORT IN BRIEF:

RECOMMENDED ACTION:

BACKGROUND:
1
fit.

2
the Developers:
development.
development.
plans.
FISCAL IMPACT:
3
negotiating period.
LEGAL REVIEW:


__________________________ __________________________
4
Approved By:

__________________________
City Manager
Attachment(s):
5
Attachment: B
THE CITY OF STANTON
(Tina Pacific)

�1emkl1/, 2021, for reference purposes only, and is entered into by and between the City
RECITALS

and

Development"); and

55414.0070 I \34349345.7
"ODA") and such other agreements as the parties determine; and
F. The Parties all intend that, under the ODA and other agreements, 45% of
collectively referred to herein as the "Sites").

2. Deposits.
(a) Concurrent with the Developer's execution of this Agreement,

"Initial Deposits") to ensure that each Developer will proceed diligently and in good faith
(as defined in Section 3(a)), as part of the consideration for the City's agreement not to
Negotiation Period, pursuant to this Agreement. The City shall charge all reasonable out
of-pocket third-party costs (including consultant fees and attorneys' fees associated with
review and implementation of this Agreement or preparing the DOA and other
each Developer's option, either be applied to the purchase price or returned to the
Developer's transfer of their respective Initial Deposit to the City under this Agreement as
55414.00701 \34349345.7
consideration for the City's agreement not to negotiate with other persons during the
Negotiation Period.

3(b) (each, an "Extension Deposit"). Each Extension Deposit is intended to ensure that
for the City's agreement not to negotiate with other persons during any such extension of
Negotiation Period, pursuant to this Agreement. Al the termination of this Agreement,
occurred (the "Effective Date"): (1) payment of the Initial Deposits to the City by the
Council's approval of this Agreement, if approved, and the execution of this Agreement
the Effective Date ("Negotiation Period"), subject to the limitations of Section 3(b).
agreement of the City's City Manager and all Developers for no more than two (2)
Date.

the Developers approve and execute a DOA acceptable to both the City and the
will terminate on the effective date of such DOA.
554 l 4.00701\34349345.7
for review, all of the following, with respect to such Developer's proposed Housing
Development:

Developer's Housing Development on the applicable Site that describes and depicts: (1)
(b) Proposed zoning change or changes to the City's General Plan, if

any, necessary to accommodate such Developer's Housing Development on the
applicable Site;


for the townhomes to be developed in the Town home Housing Development;

units currently owned by the City I Housing Authority, to commence upon the sale of the
Property;
(I) A proposed plan to relocate existing tenants and occupants in
7260 et seq.);

5. Negotiation of ODA.
proceed diligently and in good faith to negotiate a ODA or other agreement for its Housing
55414.00701 \34349345.7
and conditions of the DOA and other agreements, and such other matters, as may be
discretion. The exact terms and conditions of the DOA and other agreements, if any, shall
Developer that a mutually acceptable ODA or other agreement will be produced from
on either Party to agree to a definitive ODA or other agreement in the future. Nothing in
representation that any proposed DOA or other agreement that may be negotiated by City
staff and any Developer will be approved by the City's governing body. The Developers
acknowledge and agree that the City's consideration of any ODA or other agreement is
(b) Based upon Developers' proposals, the Parties have come to a

Negotiation Period:

Developments;

Brandywine shall be $22,000,000- to be paid as follows: (A) $17,500,000 in immediately
available funds, and (B) sales proceeds from Brandywine's sale of the Multifamily Site to
55414.00701 \34349345.7
over the course of 55 years (the "Land Loan");
Site;

note for $4,500,000 in favor of the City (the "Multifamily Note"), the City will record a deed
of trust against the Multifamily Site (the "Multifamily Deed of Trust" and together with the
Land Loan, the "Land Loan Documents"), and the Multifamily Developers will execute a
years (the "Regulatory Agreement");
of the Property;
(x) The City's share of the acquisition and relocation cost for the

dale certain (to be negotiated by the Parties), the Multifamily Note shall be cancelled and

Community Development ("HCD") to demonstrate that the City has complied with the
a DOA, including any regulatory agreement to be recorded on either Site;

(xv) The City will hold hearings and lake all required steps to
consider the vacation of portions of Tina Way, Pacific Avenue and alleys, in the City's
55414.00701 \34349345.7

Developers. During the Negotiation Period, no voluntary or involuntary successor-in
the City for performance of such Developer's obligations under this Agreement.
554 l 4.00701134349345.7
(d) For the purposes of this Agreement, the term "Affiliate" means any
comment on draft versions of the ODA and other agreements which are provided by the
other Party and, if the terms and conditions of such ODA and other agreements are
agreed upon between City staff and the Developers, the Developers shall submit the ODA
for review and approval or disapproval. Any future ODA and other agreements shall
having one or more of such Developer's employees or consultants who are
Developments and the progress of negotiation of a ODA and other agreements, such that
ODA and other agreements, attend both: (1) periodic meetings with City staff, as
so by City staff.

or negotiation of a ODA or other agreement that may be undertaken by such Developer
Developer's discretion, regarding any matter relating to a ODA or other agreement, a Site
55414.00701 \34349345.7
otherwise associated with the Developer's Housing Development. The City shall not be
the future.
redevelopment of the Sites. The term "negotiate," as used in this Agreement, means and
of how initiated, with respect to the availability of the Sites or that person's redevelopment
6254, et. seq. (the "PRA"). The City shall use its best efforts to inform Developers of any
of this Agreement.

55414.00701134349345.7
Attorney.
I I. Nondiscrimination. The Developers shall not discriminate against nor

this Agreement.

OF EACH OF BRANDYWINE'S AND THE MUL TlFAMILY DEVELOPERS' DAMAGES IN
SUCH EVENT IS FIVE THOUSAND DOLLARS ($5,000) (THE "LIQUIDATED DAMAGES
LIQUIDATED DAMAGES AMOUNT SHALL BE EACH DEVELOPER'S SOLE AND
55414.00701\34349345.7
CITY.



MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION .OF THIS

WHICH PROVIDES:

IN THIS SECTION 12.
55414 00701\34349345.7
CITY.




WHICH PROVIDES:


IN THIS SECTION 12.
55414.00701 \34349345.7
CITY.

Representative of ty Representative of Brandywine



WHICH PROVIDES:


IN THIS SECTION 12.
55414.00701\34349345.7
CITY.

Representative of City Rep of Brandywine
�z



WHICH PROVIDES:


IN THIS SECTION 12.
55414.00701134349345.7

13. Default.

Period.

section 54230.5(b)(1) of the Surplus Land Act, prior to execution of any future ODA or
55414.00701\34349345.7
Representative of City Representative of-Beveleeei:
So..,..o'f ta,,ie.

13. Defau It.

under any circumstances, extend the Negotiation Period. lflhere are less than fifteen (15)
Period.


55414.0070 I \34349345.7
11rv
Initials of Auffi 1zed
Representative of National Core
Initials of Authorized
Representative of C&C
13. Default.

Period.


other agreement, the City must obtain approval from HCD. Further, any future DOA or
554 l 4.00701\34349345.7
�c.-
13. Default.

Period.
in giving such notice shall not constitute a waiver of any default nor shall ii change the


55414.0070 I \34349345.7
as LoopNet.com.

15680 Aston
Irvine, CA 92606
National CORE
9421 Haven Avenue
Attn: Michael Ruane
C&C Development
Tustin, CA 92780
Attn: Todd Cottle
55414.00701 \34349345.7
7800 Katella Avenue
Stanton, CA 90680

Irvine, CA 92612
E-mail:
[email protected]


of each Developer.
single agreement.



55414.00701134349345.7
Agreement. No extension of the lime for performance of any obligation or act, no waiver

this Agreement and incorporated into this Agreement by this reference. If the dale on
hereof the words "reasonable attorneys' fees" mean and include, in the case of either
55414.00701 \34349345.7
(Tina Pacific)
DEVELOPERS:
Dated:_________ By: ____________
Dated:._________
By:____________
By: ____________
CITY:
THE CITY OF STANTON
By:.____________
December 15, 2021
Dated: ________ _ Jarad L. Hildenbrand
City Manager
ATTEST:
By: ____________
City Clerk
55414 00701\34349345.7
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
'�
�
Dated: ot!os/wz.-2 B
Dated:_________
By: _____________
By: _____________
CITY:
THE CITY OF STANTON
By:_____________
Dated:_________ uarncl L. l/,l/ff!Prt%11c/
ATTEST: C,·'7 4n,.�e,-
By: ____________
City Clerk
55414.00701 \34349345.7
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
AltiaVIfl,I Co !>_It
Dated: _________ By: ____________
Dated :,_..1-I ..:C+l.ilac.J-1 l--"=·-=---- By: ____________

a l
'-l a.
/ I
CITY:
THE CITY OF STANTON
By:, ____________
Dated:. _________ JPll'atl l, II/ !r/P1t6ra11d
ATTEST:
C,,'fy Aa11fjr!r
By.:_----------
City Clerk
55414.00701\34349345 ,7
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
Dated: ---------
Dated: --------- By:_____________
By: _____________
CITY:
THE CITY OF STANTON
By: __�---,---.-,-------
Dated: --------- Jarad L. fl idfJl!}ra,nc/
1
ATTEST:
C,'fy A1anaJ6r
By:____________
City Clerk
5541---1-.00701 34349345.7
By: ____________
City Attorney
55414 00701\34349345.7
EXHIBIT"A"
TO
follows:
PARCEL 1: (APN: 126-481-15)

37 OF MISCELLANEOUS
PARCEL 2: (APN: 126-481-14)

37 OF MISCELLANEOUS
PARCEL 3: (APN: 126-481-13)

37 OF MISCELLANEOUS
PARCEL 4: (APN: 126-481-12)

37 OF MISCELLANEOUS
PARCEL 5: (APN: 126-481-11)

37 OF MISCELLANEOUS
PARCEL 6: (APN: 126-481-10)

37 OF MISCELLANEOUS
PARCEL 7: (APN: 126-481-09)

37 OF MISCELLANEOUS
PARCEL 8: (APN: 126-481-08)

37 OF MISCELLANEOUS
EXHIBIT A
55414.00701 \34349345.7
PARCEL 9: (APN: 126-481-07)

PARCEL 9A AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO.

COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226. 73
FEET; THENCE NORTH
LINE OF SAID LOT,
THE RADIUS POINT OF WHICH BEARS NORTH 26 ° 18' 53" EAST 228 FEET FROM
SAID POINT THENCE
THROUGH A CENTRAL ANGLE OF 12 ° 20' 42" THENCE SOUTH 0° 46' 04" EAST 7.50
FEET TO THE
SOUTHERLY LINE 70
PARCEL 10: (APN: 126-481-06)

SUBSTANCES LYING
PARCEL 11: (APN: 126-481-05)

EXHIBIT A
55414.00701\34349345.7
PARCEL 11A:
CITY OF STANTON,
SAID COUNTY.
56" EAST 226.73
FEET; THENCE
FROM SAID POINT;
LOT; THENCE SOUTH
BEGINNING.
PARCEL 12: (APN: 126-481-04)

AND 37 OF
COUNTY.
PARCEL 12A:AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO.
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73
FEET; THENCE
FROM SAID POINT;
EXHIBIT A
55414.00701\34349345.7
LOT; THENCE SOUTH
89° 13' 56" WEST ALONG SAID BOUNDARY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 13: (APN: 126-481-03)

LOT13, TRACT 4208, IN THE CITY OF STANTON, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS PER
THE OFFICE OF THE
SUBSTANCES, LYING
WITH NO RIGHT OF
PARCEL13A:
CITY OF STANTON,
SAID COUNTY.
8901356" EAST 226.73 FEET
FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0° 4604" WEST 25.00 FEET;
THENCE NORTH
89 ° 13'56" EAST 24.20 FEET TO A POINT IN A CURVE IN THE NORTHEASTERLY LINE
OF SAID LOT, THE
RADIUS POINT OF WHICH BEARS NORTH 26 ° 18'53" EAST 228.00 FEET FROM SAID
POINT; THENCE
OF 12 °20'42" THENCE
SOUTH 0 ° 46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT; THENCE
SOUTH 89 ° 13'56"
PARCEL 14: (APN: 126-481-02)

37 OF
COUNTY.
PARCEL 14A:
EXHIBIT A
55414.00701 \34349345.7
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TACT NO. 4208, AS PER
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73FEET FROM THE WEST LINE OF SAID LOT; THENCE NORTH 0 ° 46'
FROM SAID POINT;
LOT; THENCE SOUTH
BEGINNING.
PARCEL 15: (APN: 126-481-01)

PARCEL 15A:
MAP RECORDED IN
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226.73
FEET; THENCE
FROM SAID POINT;
LOT; THENCE SOUTH
EXHIBIT A
55414.00701134349345.7
89' 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 16: (APN: 126-481-29)
PARCEL 17: (APN: 126-481-28)

OF MISCELLANEOUS
PARCEL 18: (APN: 126-481-27)

MAPS, IN THE OFFICE
RIGHTS, AND OTHER
APPURTENANT RIGHTS
SAID LAND NOR ANY

RECORD.
PARCEL 20: (APN: 126-481-25)

OF CALIFORNIA, AS
EXHIBIT A
55414.00701 \34349345.7
RECORD.
PARCEL 21: (APN: 126-481-24)

RECORD.
PARCEL 22: (APN: 126-481-23)

MAPS, IN THE OFFICE
RECORD.
PARCEL 23: (APN: 126-481-22)

RECORD.
PARCEL 24: (APN: 126-481-21)
STATE OF CALIFORNIA
PARCEL 24A:
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT NO. 4208 IN THE
EXHIBIT A
55414.00701 \34349345.7
CITY OF STANTON
172, PAGE(S) 36 AND 37
SAID COUNTY.
56" EAST 226.73
FEET THENCE
FROM SAID POINT
THE POINT OF
BEGINNING.
PARCEL 25: (APN: 126-481-20)

IN BOOK 172, PAGES
PARCEL 25A:
CITY OF STANTON,
SAID COUNTY.
PARCEL 26: (APN: 126-481-19)

RECORD.
EXHIBIT A
55414.00701 \34349345.7
PARCEL 27: (APN: 126-481-18)
AND 37 OF
COUNTY.
PARCEL 27A:
CITY OF STANTON,
SAID COUNTY.
56" EAST 226.73
FEET FROM THE WEST LINE OF SAID LOT, THENCE NORTH 0 °46'04" WEST 25.00
FEET; THENCE
LOT, THE RADIUS POINT OF WHICH BEARS NORTH 26 ° 18'53" EAST 228.00 FEET
FROM SAID POINT;
CENTRAL ANGLE OF 12 ° 20'42"
THENCE SOUTH 0 ° 46'04" EAST 7.50 FEET TO THE SOUTHERLY LINE OF SAID LOT;
THENCE SOUTH
89 °13'56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO THE POINT OF
BEGINNING.
PARCEL 28: (APN: 126-481-17)

MAPS, IN THE OFFICE
PARCEL 29: (APN: 126-481-16)

AND 37 OF
COUNTY.
PARCEL 29A:
MAP RECORDED IN
EXHIBIT A
55414.00701 \34349345.7
COUNTY RECORDER
OF SAID COUNTY.
56" EAST 226. 73
FEET; THENCE
FROM THE SAID
CENTRAL ANGLE OF
12 ° 20' 42" THENCE SOUTH 0 ° 46' 04" EAST 7.05 FEET TO THE SOUTHERLY LINE
OF SAID LOT;
THENCE SOUTH 89 ° 13' 56" WEST ALONG SAID SOUTHERLY LINE 70.00 FEET TO
THE POINT OF
BEGINNING.
PARCEL 30: (APN: 126-482-15)

PAGES 36 AND 37 OF
COUNTY.
PARCEL 31: (APN: 126-482-14)

MAPS, IN THE OFFICE
PARCEL 31A:
CITY OF STANTON.
SAID COUNTY.
56" EAST 226.73
FEET; THENCE
EXHIBIT A
55414.00701 \34349345.7
SAID POINT: THENCE
OF 12 ° 20' 42" THENCE
THENCE SOUTH 89 ° 13' 56"
PARCEL 32: (APN: 126-482-13)
PARCEL 32A:
CITY OF STANTON,
SAID COUNTY.
56" EAST 226. 73
FEET; THENCE
FROM SAID POINT;
CENTRAL ANGLE OF 12 ° 20' 42"
LOT; THENCE SOUTH
BEGINNING.
PARCEL 33: (APN: 126-482-12)

THE OFFICE OF THE
PARCEL 34: (APN: 126-482-11)
EXHIBIT A
55414.0070 I \34349345.7
RECORD.
PARCEL 35: (APN: 126-482-10)

MISCELLANEOUS MAPS
PARCEL 36: (APN: 126-482-09)

RECORDED IN BOOK
COUNTY RECORDER OF
SAID COUNTY.
PARCEL 37: (APN: 126-482-08)

SUBSTANCES, LYING
PARCEL 37A:
AN UNDIVIDED 1140TH INTEREST IN AND TO LOT 41 OF TRACT 41 OF TRACT NO.
4208, IN THE CITY
PAGES 36 AND 37 OF
COUNTY.
NORTH O DEGREE 46
56 SECONDS EAST
EXHIBIT A
55414,00701\34349345.7
THE RADIUS POINT
CENTRAL ANGLE OF 12
DEGREE 20 MINUTES 42 SECONDS; THENCE SOUTH O DEGREE 46 MINUTES 04
SECONDS EAST 7.50
MINUTES 56 SECONDS
PARCEL 38: (APN: 126-482-07)

MAPS FILED IN THE
PARCEL 39: (APN: 126-482-06)

AND 37 OF
COUNTY.
PARCEL 40: (APN: 126-482-05)

EXHIBIT A
55414.00701\34349345.7
EXHIBIT"C"
TO
55414.00701 \34349345. 7
51Tl:PWI
I A1.1
w:wm::>MMIQI-OO�A'd! N11HIIIAW.,,'t
STR£1\T£Jill!81T I
A1.4
111111. B�Jt1f
OYWlNC
A1.5
11111
111111
m BDRANDYWIHC
H<I"�&
M
Deveto:Jment
I hl/1MlOLIACROOtl:UOl .............
....,,.,.. ,..,_,.,
0o»:lEPTt.W.omtGII �:IUilPOOT/11&1 I A1.6
EXHIBIT"D"
MILESTONE SCHEDULE

MIi FSTONF nFSCRIPTION
Within 90 Davs of Effective Date I 2021\ of ENA
Initial Pro Forma! Submit initial proforma for the proposed development.
Housing Submit Housing Development construction schedule for the.
develooment.
Housina and fees.
re""' · .. ,�· l0tt.,.r
o, .........
2 nd Plan Review Staff reviews plans for compliance with applicable codes and
reaulations· letter
Proforma and! revised site plans
real estate
Partners.
Funding• Submit letter identifying lenders and proof of ability to obtain
pc,rfn0rc c,nrl financing..
Draft DOA Complete negotiations and draft Disposition and Development

City Council Present development proposal and DOA to City Council for final,
Hearing review and aooroval.
55414.00701 \34349345.7
Attachment: C
••
7800 Katella Avenue

Stanton, CA 90680
•
PI (714) 379-9222
FI (714) 890-1443
[email protected]
StantonCA.gov
Dear Todd,
Date:
lylay 12, 2022
Todd Cottle
Principal
C&C Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
Sinc�r� 1
I
714-269-8848 . - -�
[email protected] .c:.. ... . } (
··-....... ,.___./
City Manager
C&C Development
By: Todd Cottle

By: Michael Ruane
':%,President

By: Brett Whitehead

•
Attachment: D
•
7800 Katella Avenue
Stanton, CA 90680
•
P I (714) 379-9222
F I (714) 890-1443
[email protected]
StantonCA.gov

Date:
December l, 2022
Todd Cottle
Principal
C&C Development
14211 Yorba Street,
Suite 200
Tustin, CA 92780
Michael Ruane
deposits from the developers, pursuant to section 2{b) of the ENA. Please
Executive Vice
President
National Community
Renaissance of
California
Sincerely,
df�M�
9421 Haven Avenue
Rancho Cucamonga,
CA 91730
Hannah Shin-Heydorn
Alex Hernandez
City Manager
President/
Brandywine
Acquisitions Group,
LLC
15680 Aston
C&C Development
Irvine, CA 92606
By: Todd Cottle
Its: Principal

By: Michael Ruane

By: Alex Hernandez

Attachment: E
CITY OF STANTON
REPORT TO THE
DATE: January 24, 2023

TINA-PACIFIC DEVELOPMENT PROJECT
REPORT IN BRIEF:
Company, and National Community Renaissance of California for the Tina Pacific
Project for an additional 180 days to allow for additional time to negotiate a disposition
and development agreement and any other necessary agreements.
execute the First Amendment to the ENA.
BACKGROUND:
(National Core, and collectively, the “Developers”) for the Tina Pacific Project
(Attachment 1). The ENA was for an initial term of 180 days (Attachment 2) and was
extended an additional 90 days by the City Manager/Executive Director on May 12,
2022 through November 12, 2022 (Attachment 3), and on December 1, 2022 through
February 10, 2023 (Attachment 4), as authorized by the ENA.
With the most recent extension set to expire on February 10, 2023, staff is requesting
the City Council/Housing Authority Board approve a final extension of 180 days to allow
for the completion of project negotiations and presentation of a finalized draft of the
DDA and Purchase and Sale Agreement to the Council.
Since the execution of the original ENA, the Developers and City staff have worked
diligently to advance the project. Should the requested 180-day extension be approved,
the Developers and City staff will work to finalize the following deliverables:
development.
elevation plans.
FISCAL IMPACT:
Pursuant to the proposed First Amendment to the ENA, the City shall receive from each
of the Developers ten thousand dollars ($10,000) in immediately available funds as
initial deposits to defray certain costs of the City in pursuing the contemplated
negotiations with the Developers during the negotiation period.

LEGAL REVIEW:
The City Attorney has prepared the attached First Amendment to ENA and approved it
as to form.
STRATEGIC PLAN OBJECTIVE ADDRESSED:
Obj. 3: Provide a quality infrastructure.

Obj. 5: Provide a high quality of life.
Obj. 6: Maintain and promote a responsive, high-quality, and transparent government.

Attachments:
B. Original ENA
E. First Amendment to ENA
THE CITY OF STANTON
(Tina Pacific)
THIS FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT (“First

Amendment”) is dated as of _______, 2023, for reference purposes only, and is entered into by
and between the City of Stanton, a California municipal corporation (“City”), on the one hand; and
Brandywine Acquisitions Group, a California limited liability company (“Brandywine”), C&C
Development Co., a California Limited Liability Company (“C&C”), and National Community
Renaissance of California, a California nonprofit public benefit corporation (“National Core”), on
the other hand, to provide a specified period of time to attempt to negotiate a disposition and
development agreement. C&C and National Core are sometimes collectively referred to herein as
the “Multifamily Developers,” and C&C, National Core and Brandywine are sometimes
collectively referred to herein as the “Developers.” The City and the Developers are sometimes
referred to in this Agreement, individually, as a “Party” and, collectively, as the “Parties.” This
Agreement is entered into by the Parties with reference to the following recited facts (each, a
“Recital”):
RECITALS
Agreement. The current Negotiation Period expires on February 9, 2023.
E. The Parties now desire to amend the Agreement in order to extend the term of the
Negotiation Period under the Agreement for a period of 180 days to expire on August 8, 2023,
increase the amount of each Extension Deposit to be commensurate with the extended term, and
to modify terms relating to extensions of the Negotiation Period under the Agreement (“First
Amendment”).
55414.00701\40963250.1
THE CITY AND THE DEVELOPERS SET FORTH IN THIS FIRST AMENDMENT, THE
as follows:
“(b) Upon the each extension of the Negotiation Period occurring pursuant to the
provisions of Section 3(b), if any, the Developers shall each provide to the City an
additional deposit of Five Thousand Dollars ($5,000) in immediately available funds on
the first day of any 90-day extension of the Negotiation Period occurring pursuant to the
provisions of Section 3(b) (each, an "Extension Deposit"). Each Developer shall provide
to the City an additional deposit of Ten Thousand Dollars ($10,000) in immediately
available funds on the first day of any 180-day extension of the Negotiation Period
occurring pursuant to the provisions of Section 3(b). Each Extension Deposit is intended
to ensure that the Developers will proceed diligently and in good faith to fulfill their
obligations under this Agreement during any extension of the Negotiation Period, as part
of the consideration for the City's agreement not to negotiate with other persons during any
such extension of the Negotiation Period, and to defray certain costs of the City in pursuing
the contemplated negotiations with the Developers during any such extension of the
Negotiation Period, pursuant to this Agreement. At the termination of this Agreement, any
remaining funds from an Extension Deposit shall be refundable to the applicable Developer
as provided in Section 2(a), above

to read as follows:
“Effective Date”): (1) payment of the Initial Deposits to the City by the Developers, in accordance
with Section 2(a); and (2) delivery of a City Council-approved fully executed version of this
for a period of One Hundred Eighty (180) consecutive calendar days immediately following the
Effective Date (“Negotiation Period”), subject to the limitations of Section 3(b).
agreement of the City's City Manager and all Developers for no more than two (2) additional
consecutive Ninety (90) calendar day periods and one (1) additional consecutive One Hundred and
Eighty (180) calendar day period. Notwithstanding the immediately preceding sentence or any
other part of this Agreement, in no event shall the Negotiation Period exceed Five Hundred Forty
(540) consecutive calendar days from the Effective Date.
55414.00701\40963250.1
such DDA.”

55414.00701\40963250.1
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
_______________________
Dated: By:
___________
__________________
Dated:
By:
___________
__________________
Dated
By:
___________
__________________
CITY:
THE CITY OF STANTON
Dated: By:
ATTEST:
By:
City Clerk
By:
City Attorney
55414.00701\40963250.1
Attachment: F
THE CITY OF STANTON
SECOND AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
(Tina Pacific)
THIS SECOND AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT

(“Second Amendment”) is dated as of _______, 2023, for reference purposes only, and is entered
into by and between the City of Stanton, a California municipal corporation (“City”), on the one
hand; and Brandywine Acquisitions Group, a California limited liability company
(“Brandywine”), C&C Development Co., a California Limited Liability Company (“C&C”), and
National Community Renaissance of California, a California nonprofit public benefit corporation
(“National Core”), on the other hand, to provide a specified period of time to attempt to negotiate
a disposition and development agreement. C&C and National Core are sometimes collectively
referred to herein as the “Multifamily Developers,” and C&C, National Core and Brandywine are
sometimes collectively referred to herein as the “Developers.” The City and the Developers are
sometimes referred to in this Agreement, individually, as a “Party” and, collectively, as the
“Parties.” This Agreement is entered into by the Parties with reference to the following recited
facts (each, a “Recital”):
RECITALS
Agreement.
E. The Parties entered into a First Amendment to amend the Agreement in order to
extend the term of the Negotiation Period under the Agreement for a period of 180 days to expire
on August 10, 2023, increase the amount of each Extension Deposit to be commensurate with the
extended term, and to modify terms relating to extensions of the Negotiation Period under the
Agreement (“First Amendment”).
F. The Parties now desire to amend the Agreement in order to extend the term of the
55414.00701\40963250.1
Negotiation Period under the Agreement for a period of 12 months to expire on August 10, 2024,
and to modify terms relating to extensions of the Negotiation Period under the Agreement
(“Second Amendment”).

THE CITY AND THE DEVELOPERS SET FORTH IN THIS SECOND AMENDMENT, THE
as follows:
“(b) Upon each extension of the Negotiation Period, the Developers shall each
provide to the City an additional deposit of Five Thousand Dollars ($5,000) in immediately
available funds on the first day of any 90-day extension of the Negotiation Period occurring
pursuant to the provisions of Section 3(b) (each, an "Extension Deposit"). Each Developer
shall provide to the City an additional deposit of Ten Thousand Dollars ($10,000) in
immediately available funds on the first day of any 180-day extension of the Negotiation
Period occurring pursuant to the provisions of Section 3(b). No Extension Deposit is
required from any Developer for the extension period between August 10, 2023 and August
10, 2024. Each Extension Deposit is intended to ensure that the Developers will proceed
diligently and in good faith to fulfill their obligations under this Agreement during any
extension of the Negotiation Period, as part of the consideration for the City's agreement
not to negotiate with other persons during any such extension of the Negotiation Period,
and to defray certain costs of the City in pursuing the contemplated negotiations with the
Developers during any such extension of the Negotiation Period, pursuant to this
Agreement. At the termination of this Agreement, any remaining funds from an Extension
Deposit shall be refundable to the applicable Developer as provided in Section 2(a), above.

to read as follows:
“Effective Date”): (1) delivery of a City Council-approved fully executed version of this
until August 10, 2024 (“Negotiation Period”).
(b) Reserved.
55414.00701\40963250.1
such DDA.”

55414.00701\40963250.1
THE CITY OF STANTON
(Tina Pacific)
DEVELOPERS:
_______________________
Dated: By:
___________
__________________
Dated:
By:
___________
__________________
Dated
By:
___________
__________________
CITY:
THE CITY OF STANTON
Dated: By:
ATTEST:
By:
City Clerk
By:
City Attorney
55414.00701\40963250.1

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NOTICE AND CALL

CITY COUNCIL / STANTON HOUSING AUTHORITY

Dated: May 20, 2024

s/ Patricia A. Vazquez, City Clerk / Secretary

PUBLIC ACCESS IN-PERSON AND VIA TELECONFERENCE

PUBLIC ACCESS IN-PERSON AND VIA TELECONFERENCE

1. CLOSED SESSION (5:00 PM)

2. ROLL CALL Council / Authority Member Taylor

3. PUBLIC COMMENT ON CLOSED SESSION ITEMS

4A. CONFERENCE WITH LEGAL COUNSEL- EXISTING LITIGATION

Case Name: Tina Pacific Residents Association, et al. v. City of Stanton

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

6. ROLL CALL Council / Authority Member Taylor

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

DATE: May 21, 2024

SUBJECT: CONSIDERATION OF RESOLUTION NO. 2024-19 TERMINATING THE

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

A. Property Acquisitions and Dissolution of Redevelopment Agency

“Nothing in this [ENA] Agreement shall impose any obligation on either

C. Public Law Center Lawsuit

ANALYSIS AND JUSTIFICATION:

Public notification provided through the regular agenda process.

STRATEGIC PLAN OBJECTIVES ADDRESSED:

Obj. No. 3: Provide a quality infrastructure.

Prepared by: Hannah Shin-Heydorn, City Manager / Executive Director

RESOLUTION NO. 2024-19

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

RESOLUTION NO. 2024-19

WHEREAS, beyond agreeing to engage in negotiations, the City of Stanton and

RESOLUTION NO. 2024-19

RESOLUTION NO. 2024-19

SECTION 7: Severability. If any provision of this Resolution or the application thereof to

RESOLUTION NO. 2024-19

DAVID J. SHAWVER, MAYOR/CHAIRMAN

HONGDAO NGUYEN, CITY ATTORNEY/AGENCY COUNSEL

PATRICIA A. VAZQUEZ, CITY CLERK/ SECRETARY

RESOLUTION NO. 2024-19

DATE: December 14, 2021

SUBJECT: CONSIDERATION OF EXCLUSIVE NEGOTIATION AGREEMENT WITH

Consideration of an Exclusive Negotiation Agreement by and between the City of Stanton

2. Approve an Exclusive Negotiation Agreement (ENA) with Brandywine Acquisitions

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

The Developers submitted a two-part development proposal, with Brandywine proposing

STRATEGIC PLAN OBJECTIVE(S) ADDRESSED:

3. Provide a quality infrastructure.

Prepared By: Approved as to Form By:

/s/ Jason Huynh /s/ HongDao Nguyen

/s/ Jarad L. Hildenbrand

A. Exclusive Negotiation Agreement

THE CITY OF STANTON

EXCLUSIVE NEGOTIATION AGREEMENT

THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is dated as of

B. The City has an interest in developing the Property, and Developers

C. Brandywine has proposed the redevelopment of a portion of the Property

D. The Multifamily Developers have proposed the redevelopment of a portion

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

(a) Concurrent with the Developer’s execution of this Agreement,

(b) Upon each extension of the Negotiation Period occurring pursuant to

(c) This Agreement shall automatically expire and be of no further force