Cudahy City Council
July 19, 2022

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pursuant to Section 7.1 or 7.2 (as applicable) if the non-terminating Party is in default. Without limiting the right of any Party to terminate this Agreement, pursuant to the preceding sentence, if Escrow does not close on or before the Escrow Closing Date, and no Party has exercised its contractual right to cancel Escrow and terminate this Agreement before such time, then Escrow shall close as soon as reasonably possible following the first date on which Escrow Holder is in a position to close the Escrow pursuant to the terms and conditions of this Agreement If Developer fails to obtain entitlements prior to close of the Due Diligence Period, the Parties may choose to proceed with the transaction and close the escrow provided that:
(i) Developer shall pay the Purchase Price as required by this Agreement. (ii) City agrees to hold the funds received by the City from Purchase Price (“Received Funds”) in a separate fund at the City for up to ninety (90) days from the Close of Escrow (“Entitlement Date”).
(iii) Developer may elect to extend the Entitlement date for ninety (90) days.

The Parties may extend the Entitlement Date thereafter by mutual consent. (iii) If Developer has not secured entitlements for the Project by the Entitlement Date, the Received Funds shall be returned to Developer, title to the Property shall revert back to the City, and this Agreement shall terminate.
(iv) Each Party shall execute any documents necessary to effectuate the Property transfer and return of the Received Funds.

3.6.1 Environmental Holdback. At the Close of Escrow, Escrow Agent shall hold back and retain in Escrow in accordance with the instructions in this paragraph the sum of Two Hundred Seventy-five Thousand Dollars ($275,000) from funds otherwise due to City (“Holdback”). Escrow Agent shall deposit the Holdback funds in an interest bearing account, with interest accruing to the benefit of City. As soon as reasonably practicable, Developer shall cause the Property to be graded and remediated in accordance with grading plans approved by the City and the Restrictive Covenants recorded against the Property by the California Department of Toxic Substances (Environmental Conditions). If the Environmental Conditions or hazardous substances are identified which have a demonstrable impact on the costs of development are discovered in the Property, City shall reimburse Developer the actual reasonable costs to handle and manage (and if required, remove and lawfully dispose of) such Environmental Conditions in the manner approved by Government authorities with jurisdiction up to the amount of the Holdback. If Developer is required to remove the Environmental Conditions from the Property and dispose of the same, any permit needed for such removal, transport and/or disposal shall list Developer as the hazardous materials “generator.” As part of City obligation to reimburse Developer the costs for handling and managing any such Environmental Conditions, Developer shall submit to Escrow Agent with

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a copy to City invoices and other reasonable documentation supporting Developer’s request for a Holdback disbursement. City shall have thirty (30) days to review and approve the reimbursement by written notice to Developer and Escrow Agent, and such approval shall not be unreasonably withheld, conditioned or delayed. Upon receiving City’s approval, but not before such approval, Escrow Agent shall disburse the approved funds to Developer. After all grading of the Property is completed including post-grading excavations for foundations, underground utilities, or other underground facilities or structures and after receipt of the required approval from the California Department of Toxic Substances Control, if further Environmental Conditions have not been discovered in the Property, Developer and City shall provide written instructions to Escrow Agent directing the Escrow Agent to disburse the Holdback funds to City and close the Holdback escrow after payment of all Developer costs incurred to excavate and dispose of any contaminated soil in order to obtain the required approval from the California Department of Toxic Substances Control.

City and Developer shall share equally the cost of the Holdback escrow If Developer and City have not jointly submitted instructions to Escrow Agent regarding disposition of any remaining Holdback funds and closure of the Holdback escrow account with fifteen (15) months following the Close of Escrow, Escrow Agent shall be entitled (but not obligated) at that point to give written notice to the parties asking for such instructions and if the Holdback escrow account cannot be closed within three additional months after Escrow Agent’s notice, Escrow Agent shall have the right (but not the obligation) at that point to file an action in interpleader with the Superior Court of California -- County of Los Angeles requiring the parties to litigate their claims/rights to the Holdback funds. If such an action is filed, the parties jointly and severally agree (a) to pay Escrow Agent’s cancellation charges, costs and reasonable attorneys’ fees, and (b) that Escrow Agent is fully released and discharged from all further obligations under the Holdback escrow.

3.7 Recordation and Distribution of Documents. As applicable, Escrow Holder shall cause the following documents to be recorded in the official records of the Recorder of the County in the following order of priority at the Close of Escrow: (a) the Grant Deed; (b) the Notice of Agreement; (c) the deed of trust securing any Subordinate Loan(s); (d) Permitted Security Instruments securing the Construction Financing; (e) any applicable land-use restriction agreement required by any Project lender; and (f) any other documents to be recorded through the Escrow upon the joint instructions of the City and the Developer. The Escrow Holder shall deliver conformed copies of all documents filed for recording in the official records of the County through the Escrow to the City, the Developer and any other entity or person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document.

Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 3.7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of Senior interests prior in time to junior interests, as provided in this Section 3.7.

3.8 Escrow Closing Costs, Taxes and Title Policy Premium. The Developer shall pay Escrow fees and such other costs as Escrow Holder may charge for the conduct of the Escrow.

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Escrow Holder shall notify the Developer of the costs to be borne at the Close of Escrow by delivering the Escrow Holder’s estimated closing/settlement statement to both the City and the Developer at least four (4) business days prior to the Escrow Closing Date.

3.9 Escrow Cancellation Charges. If the Escrow fails to close due to the City’s material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the City shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close due to the Developer’s material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the Developer shall pay all ordinary and reasonable Escrow and title order cancellation charges.

3.10 Escrow Cancellation. If this Agreement is terminated and the Escrow cancelled pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Escrow, other than due to the material default of another Party, the Parties shall do each of the following:

3.10.1 Cancellation Instructions. The Parties shall, within three (3) business days of receipt of Escrow Holder’s written request, execute any reasonable Escrow cancellation instructions requested by Escrow Holder;

3.10.2 Return of Funds and Documents. Within ten (10) days of receipt by the Parties of a settlement statement of Escrow and title order cancellation charges from Escrow Holder: (a) the Developer or Escrow Holder shall return to the City any documents previously delivered by the City to the Developer or Escrow Holder, (b) the City or Escrow Holder shall return to the Developer all documents previously delivered by the Developer to the City or Escrow Holder; (c) Escrow Holder shall return to the Developer any funds deposited by Developer into Escrow, less the Developer’s share of customary and reasonable Escrow and title order cancellation charges, if any; and (d) Escrow Holder shall return to the City any funds deposited by City into Escrow if it has already been deposited, less the City’s share of customary and reasonable Escrow and title order cancellation charges, if any.

3.11 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099- B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045(e). Upon the filing of such reporting form with the Internal Revenue Service, Escrow Holder shall deliver a copy of the filed form to the City and the Developer.

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ARTICLE IV.

PROJECT DEVELOPMENT

4.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4.1 shall run with the land of the Property until the date of recordation of the Certificate of Completion.

4.2 Phasing. Developer may develop the Project in phases, subject to City Manager approval, at the City Manager’s reasonable discretion.

4.3 Public Benefits. This Agreement has been accepted by City in light of the offer of Developer to provide the community with certain public benefits associated with the Project as enumerated in this Section 4.3.

4.3.1 As used in this Section 4.3, the words “good faith efforts” of Developer to provide and thereafter maintain certain of the public benefits enumerated in this Section 4.3 include, but are not limited to, the following applicable factors:

4.3.1.1 advertisement in local media concerning employment, contracting and subcontracting opportunities;

4.3.1.2 providing written notice to a reasonable number of local business enterprises soliciting their interest in contracting or subcontracting in sufficient time to allow them to participate effectively;

4.3.1.3 establishing an applicant pool of eligible persons who have responded to such entry level employment outreach efforts of Developer;

4.3.1.4 attendance at pre-solicitation or pre-bid meetings to inform contractors or subcontractors of contracting and subcontracting opportunities for local business enterprises;

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4.3.1.5 following up initial solicitation of interest by contacting local business enterprises by telephone to determine with certainty whether they are interested in participating;

4.3.1.6 selecting portions of the work to be performed by local business enterprises;

4.3.1.7 providing interested local business enterprises and other enterprises with adequate information about the Development and requirements of contracts and subcontracts related to the project;

4.3.1.8 negotiating in good faith with interested local business enterprises to perform work; and

4.3.1.9 making reasonable efforts to assist interested local business enterprises in obtaining necessary sources of supply, lines of credit or insurance in order to participate in such work associated with the Project.

4.3.2 The following public benefits shall be provided by Developer to the City in connection with the acquisition of the Property and the improvement and operation of the Project:

4.3.2.1 Developer shall enter into a project labor agreement with the Los Angeles County Trade Counsel to cover trades and persons who provide construction labor services in connection with the construction of the Project.

4.3.2.2 Purchase of Project Construction Materials from Local Businesses.

Developer shall use good faith efforts to purchase construction materials for the development of the Project from third parties whose businesses are located in the City. Upon request of the City, Developer shall provide the City with a suitably detailed written report which describes the measures taken by Developer to purchase construction materials for the development of the Project from third party City businesses.

4.3.2.3 Developer hereby agrees to use good faith efforts to recruit residents of the City for any new job or entry level employment position in the Project once the Project is completed and open for business to the general public, and to the extent of all other factors being equal and consistent with other applicable law, Developer covenants on a best efforts basis to give City residents preference for hiring for such new entry level job or employment positions and to the maximum reasonable and reasonable extent, use the services of businesses which are located in the City which result from the Project.

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4.4 City Approval. Prior to contracting with any general contractor or with any investor in connection with the Project, the Developer shall obtain the City’s written consent, which consent the City may not unreasonably withhold.

4.5 Developer Changes to Plans and Specifications During Course of Construction. The Developer shall have the right during the course of construction of the Project to make “Minor change orders,” without seeking the approval of the City, if such changes do not affect the type of use to be conducted within all or any portion of a structure. “Minor change orders” shall be defined as those changes from the approved Plans and Specifications that have no substantial effect on the Project or are made in order to expedite the work of construction in response to field conditions; provided however, that any changes to the final Project Budget of less than $150,000 per line item or $500,000 in the aggregate shall be considered “Minor change orders”. The Developer shall submit all other changes, i.e. those changes which are not “Minor change orders”, to the City for its review and approval no less than ten (10) days prior to the date that the Developer intends to implement such changes. The City shall have seven (7) days from its receipt of such proposed changes to review the same and advise the Developer in writing whether such changes are acceptable to the City in its reasonable discretion. Any proposed changes which are not disapproved by the City within such seven (7) day period shall be deemed approved.

Nothing contained in this Section 4.5 shall be deemed to constitute a waiver of or change in the City Requirements governing “Minor change orders” or other changes or in any approvals by the City otherwise required for “Minor change orders.” or other changes.

4.6 Construction Start and Completion of Project. The Developer shall commence construction of the Project no later than the Project Commencement Date and, thereafter, shall diligently proceed to complete the construction of the Project in a good and workmanlike manner in substantial conformity with the approved plans, specifications, and conditions for the Project approved by the City and the Schedule of Performance, subject to Unavoidable Delays. The Developer shall obtain a Certificate of Completion on or before the Project Completion Date, subject to Unavoidable Delays. The Developer will, promptly upon Completion of Construction of the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over the Project, shall correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Project. The Developer shall do and perform all of the foregoing acts and things and cause to be issued and executed all such occupancy certificates, licenses, and authorizations for the Project on or before the date set forth therefor in the Schedule of Performance as the completion date for the Project.

After commencement of the work of improvement of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of thirty (30) consecutive calendar days, subject to Unavoidable Delays.

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4.7 Compliance with Laws. All work performed in connection with the development of the Project shall comply with all Governmental Requirements.

4.8 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the City and the Developer and the satisfaction of the conditions precedent to the close of the Escrow. The Parties agree that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for the undertaking of the Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Performance is indicated. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of each Party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than one hundred eighty (180) days may be approved on behalf of the City by the City Manager, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications) that results in an aggregate change of more than one hundred eighty (180) days shall be subject to the approval of the City Council, in its sole and absolute discretion. If performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.

4.9 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to City questions regarding the progress of the Project, attend City Council meetings, when requested to do so on not less than seven (7) days prior written notice by City staff.

4.10 City’s Right to Inspect Project and Property. Officers, employees, agents and representatives of the City shall have the right of reasonable access to the Property, without the payment of charges or fees, during normal construction hours, during the period of construction of the Project. Such officers, employees, agents or representatives of the City shall be those persons who are designated by the City Manager. Any and all officers, employees, agents or representatives of the City who enter the Property shall identify themselves at the construction management office on the Property, upon their entrance on to the Property, and shall at all times be accompanied by a representative of the Developer, while on the Property. The Developer shall make a representative of the Developer available for this purpose at all times during normal construction hours, upon reasonable notice from the City. The City shall indemnify and hold the Developer harmless from

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injury, property damage or liability arising out of the exercise by the City of the right of access to the Property provided in this Section 4.10, other than injury, property damage or liability arising from the negligence or willful misconduct of the Developer or its officers, agents or employees.

The City shall inspect relevant portions of the Property, prior to issuing any written statements reflecting adversely on the Developer’s compliance with the terms and conditions of this Agreement pertaining to development of the Project. If in the City’s reasonable judgment it is necessary, the City shall have the further right, from time to time, to retain a consultant or consultants to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City’s rights under this Agreement, are made solely for the City’s benefit, that the inspections may be superficial and general in nature, and are for the purposes of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement, and that the Developer shall not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the work of construction of the Project to determine that the quality of the Project and all other requirements of the work of construction of the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to immediately notify the City in writing should the Developer’s inspections show any matters that will prevent the entire Project from being completed by the Project Completion Date set forth therefor in the Schedule of Performance. Without limiting the foregoing, the Developer shall permit the City upon reasonable notice to examine and copy all books and account records and other papers relating to the Property and the construction of the Project. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the City to enable such examination.

4.11 Cost of Construction. The cost and expense of undertaking and completing the Project, including, without limitation, constructing all legally imposed on- and off-site improvements, and providing all utilities therefor, shall be borne by Developer at its sole cost, expense and liability except as otherwise provided in this Agreement. Developer shall be solely responsible for payment of all City land use, construction, inspection, plan check and development impact fees imposed by the City with respect to the development of the Project. Developer shall bear all costs and expenses associated with the processing and obtaining of the entitlements and shall bear all costs and expenses (except to the extent expressly set forth otherwise in this Agreement), associated with any and all terms, conditions, requirements, mitigation measures and other exactions imposed on, or required in connection with, the entitlements.

4.12 Prevailing Wages.

4.12.1 The Developer acknowledges that the City has not made any representation, express or implied, to the Developer or any person associated with the Developer regarding

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whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification, as determined by the State of California, pursuant to Labor Code Sections 1720, et seq. The Developer agrees with the City that the Developer shall assume the responsibility and be solely responsible for determining whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification.

4.12.2 The Developer, on behalf of itself, its successors, and assigns, waives and releases the City from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 4.12, which reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE, AND THAT, IF

KNOWN BY HIM OR HER WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 4.12.2.
_________________
Developer’s Initials

4.12.3 Additionally, in accordance with Section 7.5, the Developer shall indemnify, defend with counsel acceptable to the City and hold the City harmless against any claims pursuant to Labor Code Sections 1726 and 1781 arising from this Agreement or the construction or operation of the Project.

4.13 Certificate of Completion.

4.13.1 Following the substantial Completion of Construction of the Project, and upon written request from the Developer for issuance of a Certificate of Completion for the Project, the City shall inspect the Project to determine whether or not the Project has been substantially completed in compliance with this Agreement. If the City determines that the Project is complete and in compliance with this Agreement, the City Manager shall furnish the Developer with a Certificate of Completion for the Project. If the City determines that the Project is not in compliance with this Agreement, the City Manager shall send written notice of each nonconformity to the Developer. Upon issuance of the final certificate of occupancy for the

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development of the Project, based on the plans submitted by the Developer to the City, the City shall furnish the Developer with a Certificate of Completion for the Project.

4.13.2 The Certificate of Completion, upon issuance, shall be evidence of the City’s conclusive determination of satisfactory substantial completion of the entirety of the Project pursuant to the terms of this Agreement.

4.13.3 The City shall not unreasonably withhold the issuance of a Certificate of Completion. After the recordation of a Certificate of Completion for the Project, any person then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Property improved with the Project shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement regarding construction or installation of the Project except that such person shall be bound by any reservations, covenants, conditions, restrictions and other interests recorded against the Property pursuant to this Agreement and the Grant Deed.

4.13.4 If the City fails or refuses to issue a Certificate of Completion following written request from the Developer, the City shall, within fifteen (15) calendar days of the Developer’s written request or within three (3) calendar days after the next regular meeting of the City Council, whichever date occurs later, provide the Developer with a written statement setting forth the reasons for the City’s failure or refusal to issue a Certificate of Completion. The statement shall also contain the City’s opinion of the action(s) the Developer must take to obtain a Certificate of Completion from the City. If the reason for the Developer’s failure to complete the Project is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building “punch-list” items, the City may issue its Certificate of Completion upon the posting of a bond or irrevocable standby letter of credit by the Developer in a form reasonably acceptable to the City in an amount representing the fair value of the work on the Project remaining to be completed, as reasonably determined by the City. If the City fails to provide such written statement, within the specified time period, the Developer shall be deemed conclusively and without further action of the City to have satisfied the requirements of this Agreement with respect to the Project, as if a Certificate of Completion had been issued by the City pursuant to this Agreement.

4.13.5 A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Project, or any parts thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion under Section 3093 of the California Civil Code, nor shall it act to terminate the continuing covenants, restrictions or conditions contained in the Grant Deed or any other instruments recorded against the Property pursuant to this Agreement. A Certificate of Completion is not evidence of the compliance of the Project with any City Requirements or any building code, conditions of approval, land use, zoning

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or other requirements of the City or any Governmental Agency with jurisdiction over the Property, other than the City.

ARTICLE V.

DEVELOPER COVENANTS AND ACKNOWLEDGMENTS

5.1 Obligation to Refrain from Discrimination. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property.

With respect to familial status, this Section 5.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section 5.1 hall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 5.1. The covenant of this Section 5.1 shall run with the land of the Property and shall be enforceable against the Developer and its successors and assigns in perpetuity and be a covenant in the Grant Deed and the Notice of Agreement.

5.2 Form of Non-Discrimination and Non-Segregation Clauses. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

5.2.1 The Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. With respect to familial status, this Section 5.2.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section 5.2.1 shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 5.2.1.

5.2.2 All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

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5.2.2.1 In deeds: “The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.

Notwithstanding the foregoing paragraph, with respect to familial status, paragraph 5.2.1.2 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph.”

5.2.2.2 In leases: “The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased.

Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph”

5.2.2.3 In contracts: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination

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or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred.” The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. “Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph.”

5.2.3 The covenant of this Section 5.2 shall run with the land of the Property in perpetuity, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

5.3 Environmental Indemnity of the City by the Developer. The Developer agrees, at its sole cost and expense, subject to the Environmental Holdback set forth in Section 3.6.1 hereof, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and approved by the City) the City and its commissions, agents, attorneys, officers, employees, and authorized representatives (collectively, the “Indemnified Parties”), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, attorney fees, disbursements and costs of attorneys, environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever (collectively, “Environmental Claims”) that may, at any time, be imposed upon, incurred or suffered by, or claimed, asserted or awarded against, the Indemnified Parties, directly or indirectly relating to or arising from any of the following “Environmental Matters” occurring during or arising from the Developer’s ownership of the Property or construction or operation of the Project but specifically excluding any Environmental Matters existing as of the Close of Escrow:

5.3.1 The presence of Hazardous Substances on, in, under, from or affecting all or any portion of the Property or the Project.

5.3.2 The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Substances on, in, under, from or affecting the Property or the Project.

5.3.3 The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement or the like by the Developer, its agents or

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contractors, relating to or governing in any way Hazardous Substances on, in, under, from or affecting the Property or the Project.

5.3.4 The failure of the Developer, its agents or contractors, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the like in connection with the Developer’s activities on the Property or regarding the Project.

5.3.5 The implementation and enforcement by the Developer, its agents or contractors of any monitoring, notification or other precautionary measures that may, at any time, become necessary to protect against the release, potential release or discharge of Hazardous Substances on, in, under, from or affecting the Property or the Project.

5.3.6 The failure of the Developer, its agents or contractors, in compliance with all applicable Environmental Laws, to lawfully remove, contain, transport or dispose of any Hazardous Substances existing, stored or generated on, in, under or from the Property or the Project.

5.3.7 Any investigation, inquiry, order, hearing, action or other proceeding by or before any Governmental Agency in connection with any Hazardous Substances on, in, under, from or affecting the Property or the Project or the violation of any Environmental Law relating to the Property or the Project.

5.3.8 The Developer shall pay to the Indemnified Parties all costs and expenses including, without limitation, reasonable attorneys’ fees and costs, incurred by the Indemnified Parties in connection with enforcement of the aforementioned environmental indemnity.

5.4 Insurance. In order to protect the City and its commissions, agents, attorneys, officers, employees and authorized representatives (collectively, “Additional Insureds”) against any and all claims and liability for death, injury, loss and damage resulting from the Developer’s actions in connection with this Agreement, the Property, and the Project, the Developer shall secure and maintain the insurance coverage, described in and required by this Section 5.4. The City shall not have any obligation under this Agreement until the Developer provides the required policies and/or certificates evidencing the insurance required by this Section 5.4 to the City and the City approves such evidence of insurance. The Developer shall pay any deductibles and selfinsured retentions under all insurance policies issued in satisfaction of the terms of this Agreement.

Developer shall retain all insurance policies as set forth in this Section 5.4 until recordation of the Certificate of Completion.

5.4.1 Workers’ Compensation Insurance Requirement. The Developer shall submit written proof that the Developer is insured against liability for workers’ compensation in accordance with the provisions of Section 3700 of the Labor Code. By executing this Agreement, the Developer makes the following certification, required by Section 1861 of the Labor Code:

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“I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of the Agreement.”
The Developer shall require each contractor and sub-contractor performing work on the Project to provide workers’ compensation coverage for all of such contractor’s or sub-contractor’s employees, unless the contractor’s or sub-contractor’s employees are covered by workers’ compensation insurance provided by the Developer. If any class of employees engaged in work or services performed in connection with the Project is not covered by Labor Code Section 3700, the Developer shall provide and/or require each contractor or sub-contractor to provide adequate workers’ compensation insurance covering such employees. Each workers’ compensation policy procured pursuant to this Section 5.4.1 shall contain a full waiver of subrogation clause in favor of the Additional Insureds.

5.4.2 Liability and Permanent Insurance Requirements.

5.4.2.1 The Developer shall maintain in full force and effect, from the Effective Date until the issuance of the Certificate of Completion, subject to Section 5.4.2.4, the following insurance coverage:

5.4.2.1.1 Commercial General Liability Insurance coverage, including, but not limited to, Premises-Operations, Contractual Liability Insurance (specifically covering all indemnity obligations of the Developer pursuant to this Agreement), ProductsCompleted Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Project and/or the Developer’s operations concerning the Property or the Project. The commercial general liability insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate.

5.4.2.1.2 Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used by the Developer with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and ONE MILLION DOLLARS ($1,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy.

5.4.2.1.3 If the Developer hires a consultant to provide design services, such as architectural or engineering services in connection with the Project, or any portion

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of the Project, the Developer shall require each such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of such design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000).

5.4.2.1.4 Upon acceptance of the Project or any portion thereof, from each contractor, the Developer shall maintain Fire and Extended Coverage Insurance, excluding earthquake coverage, on the Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of all portions of the Project so accepted.

5.4.2.2 During the construction of the Project, the Developer shall require that each contractor performing work on the Project maintain the following insurance coverage, as specified below, at all times during the performance of said work, or the Developer shall provide for such contractors “wrap” coverage, as specified below, at all times during the performance of said work:

5.4.2.2.1 The Developer shall maintain Builder’s Risk
Insurance to be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Project or portion of the Project on which such contractor is performing work.

5.4.2.2.2 Each general contractor and each sub-contractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate to protect the Developer during the construction of the Project from claims involving bodily injury and/or death and damage to the property of others.

5.4.2.2.3 Each general contractor and each sub-contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non-owned vehicles used in the performance of the contractor’s obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such automobile liability insurance shall be provided by a business or commercial vehicle policy.

5.4.2.3 The insurance required in Section 5.4.2.1 and Section 5.4.2.2 above shall include endorsements naming the Additional Insureds as additional insured for liability arising out of this Agreement and any operation related to this Agreement.

5.4.2.4 Any insurance coverage required under this Agreement shall not be written on a “claims made” basis. The applicable certificate of insurance must clearly provide that the coverage is on an “occurrence” basis. The requirements of this Section 5.4.2.4 shall survive

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any expiration or termination of this Agreement and the recordation of the Grant Deed and any Certificate of Completion.

5.4.2.5 Receipt by the City of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement.

5.4.2.6 Subject to Section 5.4.2.4, all of the insurance coverage required under this Section 5.4 shall be maintained by the Developer or its contractors, as required by the terms of this Agreement, until the issuance of the Certificate of Completion and shall not be reduced, modified, or canceled without, at least, thirty (30) days prior written notice to the City.

Also, phrases such as “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company” shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Additional Insureds. The Developer shall immediately obtain replacement coverage for any insurance policy that is terminated, canceled, non-renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy.

5.4.2.7 All insurance to be obtained and maintained by the Developer under this Section 5.4 shall be issued by a company or companies listed in the then current “Best’s Key Rating Guide” publication with a minimum of an “A:VII” rating and be admitted to conduct business in the State of California by the State of California Department of Insurance.

5.4.2.8 The City will not accept self-insurance in satisfaction of the insurance requirements of this Section 5.4.

5.4.2.9 All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Additional Insureds.

5.4.2.10 Insurance coverage in the minimum amounts set forth in this Section 5.4 shall not be construed to relieve the Developer of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Additional Insureds from taking such other actions as are available to them under any other provision of this Agreement or otherwise at law.

5.4.3 Failure by the Developer to maintain all insurance coverage required by this Section 5.4 in effect shall be an Event of Default by the Developer. The City, at its sole option, may exercise any remedy available to them in connection with such an Event of Default.

Alternatively, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Developer for any premiums and associated costs paid by the City for such insurance coverage. Any election by the City to purchase

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or not to purchase insurance otherwise required to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain the insurance coverage required by this Agreement.

5.5 Taxing Authority Approval and Surplus Land Act. Developer acknowledges that the Property was formerly owned by the Successor Agency to the Cudahy Redevelopment Agency and that City must obtain approval of the applicable taxing agencies of a compensation agreement described in California Health and Safety Code Section 34180(f) prior to the sale of the Property. City shall use its best efforts to obtain said approval but City’s failure to do so shall not be a Default under this Agreement and shall not result in any liability to Developer. As disclosed in Section 1.2.1.3, City shall have no liability if the transaction cannot proceed or is delayed as a result of action by the California Department of Housing and Community Development.

ARTICLE VI.

PROJECT FINANCING

6.1 Project Financing. Developer shall finance the development of the Project in accordance with the Project Budget. Further, City and Developer agree that the financing of the Project shall comply with all of the following:

6.1.1 Construction and Permanent Loan. Prior to the Close of Escrow, Developer shall obtain for the City’s review and approval, which may be withheld or conditioned in City’s reasonable discretion and which shall not be unreasonably delayed, a conditional forward loan commitment for each Construction Loan and the anticipated Permanent Loan.

6.1.2 Other Loans and Grants. To provide gap funds for the development and construction of the Project, Developer may, to the extent necessary and in good faith, apply for and obtain funds from State- and Federal-sponsored sources (together, “Other Loans and Grants”). If a new viable funding source becomes available at a later date, City and Developer agree to modify the list of sources to which Developer must apply. If Developer needs but does not receive any Other Loans and Grants as a result of its applications, the Parties agree to meet and confer in good faith for a period of ninety (90) days to determine if a feasible and mutually acceptable alternate arrangement can be made to finance development and construction of the Project. If no agreement is reached by the Parties within such ninety (90) day period regarding the alternative courses of action described in the preceding sentence, this Agreement may be terminated upon fifteen (15) days’ written notice to the other Parties. Any agreement that is reached between the Parties on an alternative financing plan for the Project shall be memorialized in an implementation agreement to this Agreement. If Developer fails to make the required applications for Other Loans and Grants, then the City or the Developer may terminate this Agreement upon

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fifteen (15) days’ written notice to the other Parties. Failure of Developer to obtain Other Loans and Grants shall not constitute an Event of Default under the terms of this Agreement, unless due to the intentional misconduct of Developer.

6.2 Project Budget. Prior to the end of the Due Diligence Period, Developer shall obtain City Manager approval of the Project Budget. While the Project Budget has been prepared based on the best, good faith estimate of Developer of the costs which are likely to be incurred for the Project, the Parties recognize that events and circumstances not currently contemplated, some of which are outside of the control of the Parties, could result in changes in the Project Costs, necessitating changes in the Project Budget. To the extent that Developer makes changes to the Project Budget, Developer shall immediately submit a revised Project Budget to the City Manager for review and approval, which review and approval shall not be unreasonably withheld, conditioned or delayed, as to the sufficiency of the financing secured by Developer to meet the revised Project Costs.

6.3 Only Permitted Exceptions. Developer shall not record and shall not allow to be recorded against the Property any Security Instrument, lien or other encumbrance that is not a Permitted Exception. Developer shall remove or cause to be removed (or providing title insurance in form and substance reasonably acceptable to the City and issued by a title insurance company reasonably acceptable to the City, insuring the priority of this Agreement as superior to such lien, with such title insurance being in the minimum amount of 125% of the amount of the lien claim or providing a statutory bond resulting in removal of such lien) any non-Permitted Exception made or recorded against the Property or shall assure the complete satisfaction of any such non-Permitted Exception to the satisfaction of the City, in the City’s sole and absolute discretion. The covenants of Developer set forth in this Section regarding the placement of encumbrances on the Property shall run with the land of the Property and bind successive owners of the Property, until recordation (or deemed issuance) of the Certificate of Completion for the Project.

6.4 City Right to Discharge Prohibited Encumbrances. After sixty (60) calendar days’ Notice to Developer of a non-Permitted Exception and provided that Developer has not caused such non-Permitted Exception to be removed pursuant to Section 6.3, the City shall have the right, but not the obligation, to satisfy or remove any non-Permitted Exception against the Property or the Project and receive reimbursement from Developer for any amounts paid or incurred in satisfying or removing any such non-Permitted Exception, upon demand. Any amount expended by the City to discharge a non-Permitted Exception that is not reimbursed to the City by Developer within thirty (30) calendar days following written demand for payment from the City shall accrue interest at an annual rate equal to the lesser of eight percent (8%) per annum or the maximum highest rate of interest allowed by law under the circumstances, until paid in full.

Nothing in this Section 6.4, though, shall require Developer to pay or make provisions for the payment of any tax, assessment, lien or charge that Developer is in the process of contesting the

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validity or amount thereof, in good faith, and so long as such contest shall not subject all or any portion of the Property to forfeiture or sale.

6.5 Rights of Lender and City Regarding Permitted Security Instruments.

6.5.1 Notice of Liens. The Developer shall promptly notify the City of any Security Instrument or lien asserted against or attached to all or any portion of the Project or the Property, other than as listed in Section 3.7, prior to the date of issuance of a Certificate of Completion for the Project, whether by voluntary act of Developer or otherwise; provided, however, that no notice of filing of preliminary notices or mechanic’s liens need be given by Developer to the City, prior to suit being filed to foreclose any such mechanic’s lien.

6.5.2 Notice of Default to Lenders. Whenever the City delivers any notice of default to Developer under this Agreement, the City shall send a copy of such notice of default to each Lender holding a Permitted Security Instrument of which the City has received notice and a contact address for transmittal of such notices. Each Lender receiving a copy of any such notice of default shall have the right, at its option, to commence the cure or remedy of any default of Developer set forth in such notice and to diligently and continuously proceed with such cure or remedy such default, within the cure period allowed to Developer under this Agreement. The City shall accept such performance by a Lender with the same force and effect as if furnished by Developer. If such default can only be remedied or cured by the Lender upon obtaining possession of the Property, the City shall allow the Lender an opportunity to obtain possession with diligence and continuity through exercise of remedies under such Lender’s Permitted Security Instrument and to remedy or cure such default within ninety (90) days after obtaining possession of the Property. If the default reasonably requires more than ninety (90) days to cure, however, then the time available to a Lender to cure pursuant to this Section 6.5 shall be the reasonable time required to complete such cure, as long as the Lender has commenced the cure of the default within such ninety (90) day period and diligently pursues the cure to completion. During such extension of time, the City shall not terminate this Agreement or exercise other remedies under this Agreement by reason of such default. All Developer specific defaults shall be deemed cured upon Transfer of Developer’s interest in the entire Property to the Lender, its assignee or nominee, pursuant to exercise of remedies under a Permitted Security Instrument. In addition, any Lender properly completing the Project with the consent of the City shall be entitled, upon written request made to the City, to a Certificate of Completion from the City. Nothing contained in this Agreement shall be deemed to permit, authorize or require any Lender to undertake or continue the construction or installation of any portion of the Project (beyond the extent necessary to conserve or protect improvements or construction already made) prior to or after acquiring title to or possession of the entire Property, without expressly assuming Developer’s obligations under this Agreement by written agreement reasonably satisfactory to the City, in which the Lender agrees to complete the Project in the manner provided in this Agreement. Any Lender desiring to complete the Project must provide the City with evidence reasonably satisfactory to the City that the Lender has the

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qualifications (or will engage one or more licensed contractor(s) or consultant(s) with such qualifications) and financial capability necessary to perform such obligations.

6.5.3 No Termination of Permitted Security Instruments by Default. An Event of Default by Developer under this Agreement shall not defeat or render invalid the lien of any Permitted Security Instrument made in good faith and for value as to all or any part of the Property, whether or not the Lender is subordinated to this Agreement; but unless otherwise provided in this Agreement or any Subordination Agreement, this Agreement shall be binding and effective against any owner of the Property, whose title thereto is acquired pursuant to exercise of remedies under a Permitted Security Instrument or from a person or entity exercising any such remedies.

6.5.4 Lender Rights on Termination or Modification. No termination of this Agreement shall be binding upon a Lender unless the termination occurs after notice to such Lender and such Lender’s failure to cure all then existing defaults under this Agreement (except any Developer specific defaults), pursuant to this Section 6.5, or with such Lender’s prior written consent. No modification of this Agreement that materially affects the rights of a Lender shall be binding upon the Lender without its prior written consent.

6.5.5 No Construction Obligation of Lender. A Lender shall in no way be obligated by the provisions of this Agreement to construct or complete the development of the Project or to guarantee such construction or completion, but may do so pursuant to and in accordance with this Section 6.5. Nothing in this Agreement shall be deemed to construe, permit, or authorize any Lender to devote all or any portion of the Property to any uses, or to construct any improvements thereon, other than those uses or the Project provided for or authorized by this Agreement.

6.5.6 City Right to Cure Obligations. In the event of a default by Developer under any Permitted Security Instrument, prior to the date of issuance of a Certificate of Completion for the Project, where the Lender has not exercised its option to complete the Project under Section 6.5.2, the City may cure the default of Developer under the applicable Permitted Security Instrument, but is under no obligation to do so, prior to completion of any sale or foreclosure of all or any portion of the Property under the applicable Permitted Security Instrument. The City shall be entitled to reimbursement from Developer of all costs and reasonable expenses incurred by the City in curing any default of Developer under any Permitted Security Instrument, under demand. Any amount expended by the City to cure a default of Developer under any Permitted Security Instrument that is not reimbursed to the City, by Developer within thirty (30) calendar days after notice of such amount to Developer, shall accrue interest at an annual rate equal to the lesser of eight percent (8%) per annum or the maximum highest rate of interest allowed by law under the circumstances until paid in full. Notwithstanding the foregoing, in the event of

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any conflict between the provisions of this Section 6.5.6 and any Subordination Agreement, the Subordination Agreement shall control.

6.5.7 Foreclosure of Permitted Security Instrument. Foreclosure of any Permitted Security Instrument, whether by judicial proceedings or by power of sale, or any conveyance by deed in lieu of foreclosure, shall not require the consent of the City.

ARTICLE VII.

DEFAULTS, REMEDIES AND TERMINATION

7.1 Defaults - General.

7.1.1 Subject to any extensions of time provided for in this Agreement, failure or delay by any Party to perform any term or provision of this Agreement shall constitute an “Event of Default” under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not be deemed to be in default under this Agreement and no Event of Default shall be deemed to have occurred.

7.1.2 The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non-defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default.

7.1.3 Any failure or delays by any Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by any Party in asserting any of its rights and/or remedies shall not deprive that Party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies.

7.1.4 In addition to other acts or omissions of the Developer that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events, prior to the issuance of a Certificate of Completion for the Project, shall constitute an “Event of Default” under this Agreement and shall not be subject to the notice and cure provisions of Section 7.1.1:

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7.1.4.1 Any material default by the Developer under any Security Financing Instrument for any purpose or reason that remains uncured following any applicable notice and expiration of any applicable cure period under such Security Financing Instrument.

7.1.4.2 Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement.

7.1.4.3 Subject to extension for Unavoidable Delays, the construction of the Project is delayed or suspended for a period in excess of that permitted under Section 4.6 or the Developer has not been issued, or entitled to be issued, a Certificate of Completion by the Project Completion Date.

7.1.4.4 There occurs any event of dissolution, reorganization or termination of the Developer that adversely and materially affects the operation or value of the Property or the Project, and such event is not corrected within five (5) days following written notice of such event from the City to the Developer.

7.1.4.5 The Developer transfers its interest in this Agreement, the Property, or the Project, or any portion thereof, whether voluntarily or involuntarily or by operation of law, in violation of the terms and conditions of this Agreement and such action is not cured within the period prescribed in Section 8.2.2.

7.1.4.6 The Developer becomes insolvent; becomes, whether voluntarily or involuntarily, a debtor or debtor-in-possession under Title 11 of the United States Code; or a receiver, assignee, or trustee is appointed to conduct the affairs of the Developer under state or federal law.

7.1.4.7 The Developer’s legal entity status authorized by the Secretary of State of the State of California to transact business in California is suspended or terminated.

7.2 DEVELOPER’S ELECTION RE: SPECIFIC ENFORCEMENT OF

AGREEMENT OR WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW. UPON

THE OCCURRENCE OF AN EVENT OF DEFAULT PERTAINING TO THE CONVEYANCE

OF THE PROPERTY BY THE CITY UNDER THIS AGREEMENT PRIOR TO CLOSE OF

ESCROW, THE DEVELOPER SHALL, AS ITS SOLE AND EXCLUSIVE REMEDY, HAVE

THE RIGHT TO EXERCISE ONE OF THE ALTERNATIVE REMEDIES DESCRIBED IN SECTIONS 7.2.1 AND 7.2.2. THE DEVELOPER’S ELECTION, ONCE MADE, SHALL BE IRREVOCABLE.

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7.2.1 WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND
LIMITATION ON RECOVERY OF DAMAGES. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 7.2.2 AND MAY CANCEL THE ESCROW PURSUANT TO SECTION 3.10, AND UPON CANCELLATION OF THE ESCROW, THE

DEVELOPER SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT

TO PURCHASE OR ACCEPT TITLE TO THE PROPERTY AND ANY SUCH ESCROW

CANCELLATION SHALL BE WITHOUT ANY LIABILITY OF THE DEVELOPER TO THE CITY ARISING FROM SUCH ACTIONS. THE DEVELOPER SHALL BE LIMITED TO

RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY THE DEVELOPER IN

REASONABLE RELIANCE ON THIS AGREEMENT PRIOR TO THE DATE OF THE

OCCURRENCE OF THE EVENT OF DEFAULT BY THE CITY, NOT TO EXCEED FIFTY THOUSAND DOLLARS ($50,000). THE DEVELOPER WAIVES ANY RIGHT TO RECOVER

ANY OTHER SUMS FROM THE CITY ARISING FROM AN EVENT OF DEFAULT BY THE CITY PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 7.2.1, WHICH CIVIL CODE SECTION READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY.”

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 7.2.1.

DEVELOPER’S INITIALS ____________
IN CONNECTION WITH THE WAIVERS OF THIS SECTION 7.2.1, THE

DEVELOPER FURTHER WAIVES THE RIGHT TO RECORD A NOTICE OF PENDENCY

OF ACTION AGAINST ALL OR ANY PORTION OF THE PROPERTY EXCEPT

DEVELOPER MAY RECORD SUCH A NOTICE IN CONNECTION WITH ANY SUIT FOR

SPECIFIC PERFORMANCE PERMITTED HEREUNDER IN THE EVENT DEVELOPER

ELECTS NOT TO WAIVE ITS RIGHT TO SEEK SPECIFIC PERFORMANCE UNDER SECTION 7.2.2.

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7.2.2 SPECIFIC PERFORMANCE. THE DEVELOPER MAY WAIVE THE REMEDIES SET FORTH IN SECTION 7.2.1 AND, IN ACCORDANCE WITH CIVIL CODE SECTION 3384, ET SEQ., INSTITUTE AN ACTION AGAINST THE CITY FOR SPECIFIC

PERFORMANCE OF THE TERMS OR PROVISIONS OF THIS AGREEMENT WHICH WERE TO HAVE BEEN COMPLETED BY THE CITY PRIOR TO THE CLOSE OF ESCROW. IF

THE DEVELOPER PROCEEDS WITH SPECIFIC PERFORMANCE UNDER THIS SECTION

7.2.2, THE DEVELOPER SHALL HAVE NO RIGHT TO ANY MONETARY DAMAGES.

7.3 Legal Actions.

7.3.1 Except as otherwise provided by Section 7.2, any Party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement or at law or in equity. Such legal actions must be instituted in the Superior Court of the State of California in and for the County of Los Angeles, California.

7.3.2 The procedural and substantive laws of the State of California shall govern the interpretation and enforcement of this Agreement, without regard to conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City of Cudahy, County of Los Angeles, California.

7.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this ARTICLE VII are nonexclusive and cumulative, and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party(ies).

7.5 Developer Indemnification of the City. In addition to any other specific indemnification or defense obligations of the Developer set forth in this Agreement, the Developer agrees to indemnify, defend (upon written request by the City and with counsel reasonably acceptable to the City) and hold harmless the Indemnified Parties, from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses (collectively “Claims”), including, but not limited to reasonable attorney’s fees of counsel retained by the Indemnified Parties, expert fees, costs of staff time, and investigation costs, of whatever kind or nature, that are in any manner directly or indirectly caused, in whole or in part, by any act, omission, fault or negligence, whether active or passive, of the Developer or the Developer’s officers, agents, employees, independent contractors or subcontractors of any tier, relating in any manner to this Agreement, any work to be performed by the Developer related to this Agreement, the Property, or the Project, or any authority or obligation exercised or undertaken by the Developer under this Agreement. Without limiting the generality of the foregoing, the Developer’s

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obligation to indemnify the Indemnified Parties shall include injury or death to any person or persons, damage to any property, regardless of where located, including the property of the Indemnified Parties, any workers’ compensation or prevailing wage determination, claim or suit or any other matter arising from or connected with any goods or materials provided or services or labor performed regarding the Project or the Property on behalf of the Developer by any person or entity.

ARTICLE VIII.

GENERAL PROVISIONS.

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

8.2 Restrictions on Transfers.

8.2.1 The Developer acknowledges that the qualifications and identity of the Developer are of particular importance to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The 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 of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its partners, members or officers are notified or may otherwise have knowledge or information.

8.2.2 Except as expressly permitted in this Agreement, the Developer represents to the City that it has not made and agrees that it will not make or create, or suffer to be made or created, any Transfer other than a Permitted Transfer, either voluntarily, involuntarily or by operation of law, until after the recordation of a Certificate of Completion for the Project subject to the Transfer; provided, however, that the City may approve in its reasonable discretion, Transfers other than Permitted Transfers prior to the recordation of a Certificate of Completion. In deciding whether to approve or disapprove any proposed Transfer, the City may consider the proposed transferee’s financial strength and the experience of the proposed transferee and its senior management in undertaking and successfully completing projects of a similar type and size as the Project or that portion of the Project proposed to be transferred. Any Transfer made in contravention of this Section 8.2 shall be voidable at the election of the City and this Agreement may be terminated by the City or the City may exercise any other remedy available to the City under the terms of this Agreement, provided, however, that (i) the City shall first notify the Developer in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Developer shall have twenty (20) calendar days following its receipt of such written

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notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Developer and submit evidence of the initiation and satisfactory completion of such cure to the City, in a form and substance reasonably satisfactory to the City.

8.2.3 The Developer shall provide the City no less than thirty (30) days prior written notice of any proposed Permitted Transfer which the Developer desires to enter into prior to the recordation of a Certificate of Completion for the Project subject to the Transfer, other than a Permitted Transfer for which no notice shall be required. The Developer shall have the burden of demonstrating to the City’s reasonable satisfaction that the proposed Permitted Transfer meets the conditions and requirements of this Agreement with respect to Permitted Transfers.

8.2.4 Anything in this Agreement to the contrary notwithstanding, the restrictions and prohibitions on Transfers contained in this Section 8.2 shall terminate upon issuance of a Certificate of Completion for the Project.

8.3 Notices, Demands and Communications Between the Parties.

8.3.1 Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and dispatched by messenger for immediate personal delivery, by a nationally recognized overnight courier service or by registered or certified United States Mail, postage prepaid, return receipt requested, to the principal office of the City or the Developer, as applicable, as designated in Section 8.3.2. Such written notices, demands or communications may be sent in the same manner to such other addresses as either Party may from time to time designate. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service or three (3) calendar days after it is placed in the United States Mail, as provided in this Section 8.3.

8.3.2 The following are the authorized addresses for the submission of notices, demands or communications to the Parties:

TO DEVELOPER: Cudahy 421222723 LLC
c/o Camerra Capital, Inc.
140 East Commonwealth Ave., Suite #208
Fullerton, CA 92835
Attn: Diego Esquivel
(T) (323) 807-7242

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54 Error! Unknown document property name.

COPY TO: Dentons US LLP
601 South Figueroa, Suite 2500
Los Angeles, CA 90017-5704
Attention: Thomas K. Vandiver, Esq.
(T) (213) 892-2829
TO CITY:

COPY TO:

City of Cudahy
5220 Santa Ana Street
Cudahy, California 90201
Attention: City Manager
(T) (323) 773-5143
Best & Krieger, LLP
18101 Von Karman Ave, Suite 1000
Irvine, CA 92614
Attention: Elizabeth Wagner Hull
(T) (949) 263-2600

8.4 Conflict of Interest. No member, official or employee of the City, having any conflict of interest, direct or indirect, related to this Agreement, the Property, or the development or operation of the Project shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest.

8.5 Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has 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 8.5, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Developer.

8.6 Non-liability of City, Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful acts of such member, official or employee.

8.7 Unavoidable Delay; Extension of Time of Performance.

8.7.1 Subject to specific provisions of this Agreement, performance by any Party under this Agreement shall not be deemed, or considered to be, in default where any such default is due to an Unavoidable Delay that is not attributable to the fault of the Party claiming an extension of time to perform. An extension of time for any Unavoidable Delay shall be for the period of the

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Unavoidable Delay and shall commence to run from the date of occurrence of the Unavoidable Delay, if the Party asserting the existence of the Unavoidable Delay provides the other Parties with written notice of the occurrence of the Unavoidable Delay, within thirty (30) days of the commencement of such asserted Unavoidable Delay. Otherwise, the extension of time for an Unavoidable Delay shall commence on the date of receipt of written notice of the occurrence of the Unavoidable Delay by the Parties not requesting an extension of time to perform due to such Unavoidable Delay.

8.7.2 The Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement, do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement.

8.8 Inspection of Books and Records. The City shall have the right at all reasonable times, at the City’s cost and expense, to inspect the books and records of the Developer pertaining to the Property and/or the Project. The Developer shall also have the right at all reasonable times, at the Developer’s sole cost and expense, to inspect the books and records of the City pertaining to the Property and/or the Project, to the extent relevant to the Developer’s obligations under this Agreement. Nothing in this Section 8.8 or elsewhere in this Agreement shall, however, constitute a waiver or modification of any right, privilege, duty, or obligation which any Party may have with respect to any document, statement, or other record, including, without implied limitation, the attorney-client privilege, the attorney-work product privilege, any privilege arising under any state or federal evidentiary code or rule, or any privilege or exclusionary right or any duty arising under any state or federal freedom of information or public records disclosure law, including, but not limited to, the California Public Records Act (Government Code § 6520 et seq.).

8.9 Real Estate Commissions. The City shall not be liable for any real estate commissions, brokerage fees or finder fees that may arise from or be related to this Agreement.

The Developer shall pay any fees or commissions or other expenses related to its retention or employment of real estate brokers, agents or other professionals.

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

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8.11 Entire Agreement.

8.11.1 This Agreement shall be executed in three (3) duplicate originals, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire understanding and agreement of the Parties regarding the Property, the Project, and the other subjects addressed in this Agreement.

8.11.2 This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Property, the Project, and the other subjects addressed in this Agreement.

8.11.3 None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to the Property and this Agreement shall continue in full force and effect before and after such conveyances.

8.11.4 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of all Parties.

8.12 Execution of this Agreement. Following execution of three (3) originals of this Agreement by the authorized representative(s) of the Developer and prompt delivery of such originals, thereafter, to the City, accompanied by an official action of the governing body of the Developer authorizing the individuals executing this Agreement on behalf of the Developer to execute and perform this Agreement, in form and substance acceptable to the City, this Agreement shall be subject to the review and approval by the City Council, in its sole and absolute discretion, no later than forty-five (45) calendar days after such date of delivery to the City. If the City has not approved, executed, and delivered an original of this Agreement to the Developer within the foregoing time period, then no provision of this Agreement shall be of any force or effect for any purpose.

8.13 Survival of Indemnity Obligations. All general and specific indemnity and defense obligations of the Parties set forth in this Agreement shall survive the expiration or termination of this Agreement, the execution or recordation of the Grant Deed, and/or the issuance and recordation of any Certificate of Completion.

8.14 Time Declared to be of the Essence. As to the performance of any obligation hereunder as to which time is a component thereof, the performance of such obligation within the time provided is of the essence.

8.15 Approvals. Except as otherwise provided in this Agreement, approvals required of the City or the Developer, or any officers, agents or employees of the City or the Developer, shall

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not be unreasonably withheld and approval or disapproval shall be given within the time set forth in this Agreement or, if no time is given, within a reasonable time.

8.16 Further Assurances. The Parties agree to reasonably consider such additional actions or the execution of such other documents as may be reasonably necessary or convenient to the financing, development, and operation of the Project, although nothing in this Section 8.16 shall be deemed a representation, guaranty or commitment by any Party to take any action or execute any document.

8.17 City Approvals and Actions. The City Manager shall have the authority and discretion, on behalf of the City (to the extent not provided otherwise in this Agreement), to make approvals, issue interpretations, waive provisions, grant extensions of time, approve amendments to this Agreement and changes to the attached exhibits prior to their execution and execute documents, including, without limitation, the Notice of Completion necessary to implement the intent of this Agreement provided the modification will not result in an increase in cost to the City in excess of Twenty-five Thousand Dollars ($25,000). The City Manager reserves the right, in his or her sole and absolute discretion, to submit any requested modification, interpretation, amendment or waiver to the City Council if the City Manager determines or believes that such action could increase the risk, liability or costs to City. [Signatures on Following Pages]

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S-1
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SIGNATURE PAGE
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
CITY:

THE CITY OF CUDAHY
a public body corporate and politic
Dated:_________________, 2022 By:

City Manager
ATTEST:
____________________________
City Clerk
APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP
By: _______________________
Elizabeth Hull, Special Counsel

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S-2
Error! Unknown document property name.

SIGNATURE PAGE
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
DEVELOPER:

Cudahy 421222723 LLC,
a California limited liability company
Dated:_________________, 2022 By: ______________________________ Manager

55733.00002\40024957.8

EXHIBIT A
A-1
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EXHIBIT A
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
5256 & 5260 ELIZABETH STREET
CUDAHY, CA 90201
APN 6224-001-901 and 6224-001-902

PARCEL A
Parcel 1:

The West 52.5 feet of Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Parcel 2:

An easement for community driveway purposes over the Westerly 7.5 feet of the East 52.5 feet of Lot 421, of Tract No. 180, as recorded in Book 13, Page 198, of Maps.

PARCEL B
Parcel 1:

Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Except therefrom the West 52.5 feet of said land.

Parcel 2:

An easement for ingress and egress and community driveway purposes over the East 7.5 feet of the West 52.5 feet of Lot 421, of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Assessor's Parcel Number: 6224-001-901 and 6224-001-902

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EXHIBIT B
B-1
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EXHIBIT B
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
Scope of Development
Developer will construct and operate a luxury townhome housing project on the Property consisting of up to 24 units (but with a minimum of 19 units). The units will be comprised of 3 to 4 bedrooms between 1700 and 2100 square feet of construction per unit. The development will be built with a central private street and cul-de- sac with units lining the street. Each unit will have three stories with grade level two car garage and the townhouse units with three or four bedrooms on the third floor and living areas on the second floor above the garage. Through a PUD or other lot plan (such as a zero lot lines) the parcel will be subdivided such that each unit will be constructed on a separate lot and have its own APN.

The Scope of Development will include all necessary physical improvements customary for a housing development of the scale proposed, and will be compliant with all local, state and federal regulations and development standards for the same.

This Scope of Development will be guided by conceptual site design, product type, plan layouts, community amenities, landscape and area development proposals provided by Developer in its response to the RFP. The proposed development program is subject to change and may be revised due to community expectations, entitlement issues, changes in construction standards, architectural and engineering requirements, and other unforeseen circumstances all of which changes shall be subject to the City’s consent, which consent will not be unreasonably withheld.

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EXHIBIT
C-1
Error! Unknown document property name.

EXHIBIT C
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
Schedule of Performance
Item Schedule Action
1 See Section 1.3 Effective Date
2 Effective Date Due Diligence Period commences and runs for 180 days 3 Within 5 days of Effective
Date
Escrow Opened by Developer
Developer makes Initial Deposit of $50,000
4 As soon as practical
following Effective Date
City to deliver Preliminary Title Report and other Existing Site Studies to Developer
5 Within 30 days of Effective
Date
Developer prepares Concept Site Plans & Elevations
sufficient to meet needs of CUP and other Entitlement
applications
6 Within 30 days of Effective
Date
Submit necessary planning applications for approval of
necessary entitlements & environmental clearance, if
necessary.
7 Within 30 days of receipt
of Preliminary Title Report
Developer to provide Title Notice
8 Within 20 days following
City’s receipt of Title
Notice
City to deliver City’s Title Notice Response to Developer, if appropriate

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EXHIBIT
C-2
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Item Schedule Action
9 On the 1st day of the 4th
month after execution
Developer makes second Deposit of $50,000 to escrow
10 Upon approval of resubdivision of land, PUD
or equivalent entitlement
Developer makes final Deposit of $50,000 to escrow
11 Within 5 days of City
Decision on Developers
Planning Application
Developer initiates preparation of Construction
Documents
12 On the 180th day following
the Effective Date
Due Diligence Period ends
11 Prior to Close of Escrow Developer to obtain City review and approval of construction and permanent financing
12 Prior to Close of Escrow Developer to provide evidence of insurance 13 30 days following Close of
Escrow
Commence construction
14 90 days prior to
completion of construction
Developer to submit marketing plan to City for review and approval
15 24 months from Close of
Escrow
Construction completion

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EXHIBIT
C-3
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Item Schedule Action
__/__/____ but no later
than December 31, 2022
Outside Closing Date. May be extended upon approval of
City as per Section 3.6

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EXHIBIT
C-4
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Item Schedule Action

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EXHIBIT D
D-1
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EXHIBIT D

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
Form of Grant Deed
[Attached Behind This Page]

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EXHIBIT D
D-2
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RECORDING REQUESTED BY:

City of Cudahy

WHEN RECORDED MAIL TO AND MAIL
TAX STATEMENTS TO:

Cudahy 421222723 LLC
c/o Camerra Capital, Inc.
140 East Commonwealth Ave., Suite #208
Fullerton, CA 92835
Attn: Diego Esquivel
[Note: City can be recipient, and can include a
recording fee exemption below right]
SPACE ABOVE FOR RECORDER’S USE ONLY

GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):

Documentary Transfer Tax is $ _______________.;

PART ONE
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF CUDAHY, a public body corporate and politic (“Grantor”), hereby grants to CUDAHY 421222723 LLC, a California limited liability company (“Grantee”), that certain real property located in the City of Cudahy, County of Los Angeles, State of California, specifically described in Exhibit “A” attached to this Grant Deed (“Property”) and made a part of this Grant Deed by this reference.

PART TWO
The conveyance of the Property by the Grantor to the Grantee in Part One is subject to the following community development terms, conditions, covenants and restrictions:

Section 1. Conveyance Subject to Terms of a Housing Disposition and Development Agreement. The Property is conveyed subject to that certain Housing Disposition and

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EXHIBIT D
D-3
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Development Agreement, dated as of [Date], between the Grantor and the Grantee’s predecessor in interest (the “Agreement”). The provisions of the Agreement are incorporated into this Grant Deed by this reference and are deemed to be a part of this Grant Deed, as though fully set forth in this Grant Deed.

Section 2. Condition of Property. The Grantee acknowledges and agrees that the Property is conveyed by the Grantor to the Grantee in its “AS IS,” “WHERE IS” and “SUBJECT TO ALL FAULTS CONDITION,” as of the date of recordation of this Grant Deed, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property.

Section 3. Obligation to Refrain from Discrimination. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

3.1. There shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Grantee, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property.

With respect to familial status, this Section 3.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section 3.1 hall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 3.1.

3.2. The covenant of this Section 3 shall run with the land of the Property in perpetuity and shall be enforceable against the Grantee and its successors and assigns in perpetuity.

Section 4. Form of Non-Discrimination and Non-Segregation Clauses. The Grantee for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that:

4.1. The Grantee, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Property (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining to the Property shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

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EXHIBIT D
D-4
Error! Unknown document property name.
(a) In deeds: “The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.

Notwithstanding the foregoing paragraph, with respect to familial status, paragraph 5.2.1.2 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph.”
(b) In leases: “The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sub-lessee, sub-tenants, or vendees in the premises herein leased.

Notwithstanding the foregoing paragraph, with respect to familial status, paragraph 5.2.1.2 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph.”
(c) In contracts: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person

55733.00002\40024957.8

EXHIBIT D
D-5
Error! Unknown document property name.
claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred.” The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. “Notwithstanding the foregoing paragraph, with respect to familial status, paragraph 5.2.1.2 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph.”

4.2. The covenants of this Section 4 shall run with the land of the Property in perpetuity.

PART THREE
Section 5. Grantee Covenant to Undertake Project. The Grantee covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Grantee shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Grantee covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 5 shall run with the land of the Property until the earlier of the date of recordation of the Certificate of Completion.

Section 6. Covenants Run with the Land of the Property. Each of the covenants and agreements contained in this Grant Deed touch and concern the Property and each of them is expressly declared to be a community development covenant that runs with the land for the benefit of the Grantor and such covenants run with the land in favor of the Grantor for the entire period that such covenants are in full force and effect, regardless of whether the Grantor is or remains an owner of any land or interest in land to which such covenants relate. The Grantor, in the event of any breach of any such covenants, has the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings, to enforce the curing of

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EXHIBIT D
D-6
Error! Unknown document property name.
such breach, as provided in the Agreement or by law. The covenants contained in this Grant Deed are for the benefit of and are enforceable only by the Grantor, and shall survive the execution and recordation of this Grant Deed and the issuance and recordation of each and every Certificate of Completion, for the time period set forth above for each covenant.

Section 7. Costs and Attorneys’ Fees for Enforcement Proceeding. If legal proceedings are initiated to enforce the rights, duties or obligations of any of the covenants set forth in this Grant Deed, then the prevailing party in such proceeding shall be entitled to collect its reasonable attorney fees and costs from the other party in addition to any other damages or relief obtained in such proceedings.

Section 8. Effect of Unlawful Provision; Severability. In the event that any provision of this Grant Deed is held to be invalid or unlawful by a final judgment of a court of competent jurisdiction, such invalidity shall not affect the validity of any other provision of this Grant Deed. (Signatures on following page)

55733.00002\40024957.8

EXHIBIT D
D-7
Error! Unknown document property name.

GRANTOR:

THE CITY OF CUDAHY
a public body corporate and politic

By: __________________________________,
City Manager
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

55733.00002\40024957.8

EXHIBIT D
D-8
Error! Unknown document property name.

CERTIFICATE OF ACCEPTANCE OF

GRANT DEED
The undersigned hereby acknowledges acceptance by Cudahy 421222723 LLC a California limited liability company, the Grantee in the within Grant Deed, of the delivery of the subject Property described in the within Grant Deed from the City of Cudahy.

GRANTEE:

CUDAHY 421222723 LLC,
a California limited liability company
By: _______________________
Diego Esquivel
Manager
Dated:_________________, 20__
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

55733.00002\40024957.8

EXHIBIT D
D-9
Error! Unknown document property name.

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

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

WITNESS my hand and official seal.
______________________________________
Name: _______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

55733.00002\40024957.8

EXHIBIT D
D-10
Error! Unknown document property name.

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

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

WITNESS my hand and official seal.
______________________________________
Name: _______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

55733.00002\40024957.8

EXHIBIT D
D-11
Error! Unknown document property name.

EXHIBIT 1
TO

GRANT DEED
Property Legal Description
5256 & 5260 ELIZABETH STREET
CUDAHY, CA 90201
APN 6224-001-901 and 6224-001-902

PARCEL A
Parcel 1:

The West 52.5 feet of Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Parcel 2:

An easement for community driveway purposes over the Westerly 7.5 feet of the East 52.5 feet of Lot 421, of Tract No. 180, as recorded in Book 13, Page 198, of Maps.

PARCEL B
Parcel 1:

Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Except therefrom the West 52.5 feet of said land.

Parcel 2:

An easement for ingress and egress and community driveway purposes over the East 7.5 feet of the West 52.5 feet of Lot 421, of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Assessor's Parcel Number: 6224-001-901 and 6224-001-902

55733.00002\40024957.8

EXHIBIT E
E-1
Error! Unknown document property name.

EXHIBIT E
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
Form of Notice of Agreement
[Attached Behind This Page]

55733.00002\40024957.8

EXHIBIT E
E-2
Error! Unknown document property name.

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

The City of Cudahy
5220 Santa Ana Street
Cudahy, California 90201
Attn: City Manager

Exempt from Recording fee
pursuant to Gov’t Code § 27383

NOTICE OF AGREEMENT

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that Cudahy 421222723 LLC, a California limited liability company (the “Developer”), and the City of Cudahy, a public body corporate and politic (the “City”), entered into an agreement entitled Housing Disposition and Development Agreement, dated as of [Date] (the “Agreement”). A copy of the Agreement is on file with the City and is available for inspection and copying by interested persons as a public record of the City at the City’s offices located at 5220 Santa Ana Street, Cudahy, California 90201, during the City’s regular business hours.

The Agreement affects the real property described in Exhibit A attached to this Notice of Agreement (the “Property”). The meaning of defined terms, indicated by initial capitalization, used in this Notice of Agreement shall be the same as the meaning ascribed to such terms in the Agreement.

PLEASE TAKE FURTHER NOTICE that the Agreement contains certain development covenants running with the land of the Property and other agreements between the Developer and the City affecting the Property, as set forth below (all section references are to the Agreement):

Section 4.1 of the Agreement provides:

4.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the exclusive benefit of the City, that the Developer shall commence and complete the development of the Project on the Property within the time period for such actions set forth in the Schedule of Performance. The Developer covenants and agrees for itself, its successors, and assigns, that the Property shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Scope of

55733.00002\40024957.8

EXHIBIT E
E-3
Error! Unknown document property name.

Development, the Schedule of Performance, any and all plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and among the Parties, and all applicable laws, regulations, orders and conditions of each Governmental Agency with jurisdiction over the Property or the Project. The covenants of this Section 4.1 shall run with the land of the Property until the earlier of the date of recordation of the Certificate of Completion.

Section 5.1 of the Agreement provides:

5.1 Obligation to Refrain from Discrimination. The Developer for itself, its successors and assigns to all or any part or portion of the Property and/or Project, covenants and agrees that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Property.

With respect to familial status, this Section 5.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section 5.1 shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to any housing for senior citizens, if applicable. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 5.1. The covenant of this Section 5.1 shall run with the land of the Property in perpetuity, shall be enforceable against the Developer and its successors and assigns, and shall be covenants set forth in the Grant Deed.

55733.00002\40024957.8

EXHIBIT E
E-4
Error! Unknown document property name.

This NOTICE OF AGREEMENT is dated as of _________________, 20__, and has been executed on behalf of the Developer and the City by and through the signatures of their authorized representative(s) set forth below. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument.

CITY:

THE CITY OF CUDAHY,
a public body corporate and politic
Dated: _________________, 2022 By: _______________________________ City Manager
ATTEST:
____________________________
City Clerk
APPROVED AS TO LEGAL FORM:

BEST BEST & KRIEGER LLP
By: _______________________
Elizabeth Hull, Special Counsel

55733.00002\40024957.8

EXHIBIT E
E-5
Error! Unknown document property name.

DEVELOPER:

CUDAHY 421222723 LLC,
a California limited liability company
By: _______________________
Diego Esquivel
Manager
Dated:_________________, 2022
[ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED]

55733.00002\40024957.8

EXHIBIT E
E-6
Error! Unknown document property name.

EXHIBIT A
TO

NOTICE OF AGREEMENT
Legal Description of Property
5256 & 5260 ELIZABETH STREET
CUDAHY, CA 90201
APN 6224-001-901 and 6224-001-902

PARCEL A
Parcel 1:

The West 52.5 feet of Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Parcel 2:

An easement for community driveway purposes over the Westerly 7.5 feet of the East 52.5 feet of Lot 421, of Tract No. 180, as recorded in Book 13, Page 198, of Maps.

PARCEL B
Parcel 1:

Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Except therefrom the West 52.5 feet of said land.

Parcel 2:

An easement for ingress and egress and community driveway purposes over the East 7.5 feet of the West 52.5 feet of Lot 421, of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Assessor's Parcel Number: 6224-001-901 and 6224-001-902

55733.00002\40024957.8

EXHIBIT F
F-1
Error! Unknown document property name.

EXHIBIT F
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
Form of Official Action of Developer
The undersigned, all the members of Cudahy 421222723 LLC, a California limited liability company, do hereby certify that Cudahy 421222723 LLC will serve as the Developer of the Project under the Agreement described below. No consent or approval of any other person is required for the undersigned to make the certifications set forth in this Certificate.

The Developer further certifies that the following named person(s):

Diego Esquivel
is, without any additional or further consent of any person, authorized and empowered for and on behalf of and in the name of the respective entity set forth above to: (1) sign and deliver that certain Housing Disposition and Development Agreement, dated as of [Date] (“Agreement”), regarding the development of certain real property located in the City of Cudahy, California, and performance of other obligations of the “Developer” as set forth in the Agreement; (2) sign and deliver all other documents on behalf of the respective entity identified set forth above to be signed or executed in connection with the transactions contemplated in the Agreement; and (3) take all actions on behalf of the respective entity identified above that may be considered necessary to conclude the transactions and complete the development contemplated in the Agreement.

The authority conferred and certified to in this Certificate shall be considered retroactive and any and all acts authorized in this Certificate that were performed before the execution of this Certificate are approved and ratified by each entity identified above. The authority conferred and certified to in this Certificate shall continue in full force and effect until the City Manager of the City of Cudahy receives written notice of the revocation of this Certificate.

The Developer further certifies that the activities covered by the authorities conferred and certified to in this Certificate and the foregoing certifications constitute duly authorized activities of each entity identified above; that these authorities and certifications are now in full force and effect; and that there is no provision in any document under which either of the entities identified above is organized and/or that governs such entity’s continued existence or limits the power of the undersigned to confer the authorities or make the certifications set forth in this Certificate, and that the same are in conformity with the provisions of all such documents.

55733.00002\40024957.8

EXHIBIT F
F-2
Error! Unknown document property name.

Dated:

DEVELOPER:

Cudahy 421222723 LLC,
A California limited liability company
By: ______________________________
Diego Esquivel
Manager and Sole Member

55733.00002\40024957.8

EXHIBIT G
G-1
Error! Unknown document property name.

EXHIBIT G
TO

HOUSING

DISPOSITION AND DEVELOPMENT AGREEMENT
Form of Certificate of Completion
[Attached Behind This Page]

55733.00002\40024957.8

EXHIBIT G
G-2
Error! Unknown document property name.

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
_______________________ LP
[Developer Address]
[City], California [Zip]
Attention: [Contact]

Exempt from Recording fee
pursuant to Gov’t Code § 27383

CITY OF CUDAHY

CERTIFICATE OF COMPLETION
I, __________________, City Manager of the City of Cudahy (the “City”) certify that:

Section 1. The Project required to be constructed in accordance with that certain Housing Disposition and Development Agreement, dated [Date] (the “Agreement”), between the City and Cudahy 421222723 LLC, a California limited liability company (the “Developer”), on that certain real property specifically described in the legal description(s) attached to this Certificate of Completion as Exhibit A (the “Property”), is complete in accordance with the provisions of the Agreement.

This Certificate of Completion constitutes conclusive evidence of the City’s determination of the Developer’s satisfaction of its obligation under the Agreement to construct and install the Project on the Property, including any and all buildings, parking areas, landscaping areas and related improvements necessary to support or meet any requirements applicable to the Project and its use and occupancy on the Project, whether or not such improvements are located on or off the Property or on other property subject to the Agreement. Notwithstanding any provision of this Certificate of Completion, the City may enforce any covenant surviving this Certificate of Completion in accordance with the terms and conditions of the Agreement. The Agreement is an official record of the City and a copy of the Agreement may be inspected at the City’s office located at 5220 Santa Ana Street, Cudahy, California 90201, during the City’s regular business hours.

55733.00002\40024957.8

EXHIBIT G
G-3
Error! Unknown document property name.

DATED AND ISSUED this _____ day of ______________, _____.

THE CITY OF CUDAHY
a public body corporate and politic
By:

City Manager

55733.00002\40024957.8

EXHIBIT G
G-4
Error! Unknown document property name.

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

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

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

WITNESS my hand and official seal.
______________________________________
Name: _______________________________
Notary Public

55733.00002\40024957.8

EXHIBIT G
G-5
Error! Unknown document property name.

EXHIBIT A
TO

CERTIFICATE OF COMPLETION
Legal Description of the Property
5256 & 5260 ELIZABETH STREET
CUDAHY, CA 90201
APN 6224-001-901 and 6224-001-902

PARCEL A
Parcel 1:

The West 52.5 feet of Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Parcel 2:

An easement for community driveway purposes over the Westerly 7.5 feet of the East 52.5 feet of Lot 421, of Tract No. 180, as recorded in Book 13, Page 198, of Maps.

PARCEL B
Parcel 1:

Lot 421 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Except therefrom the West 52.5 feet of said land.

Parcel 2:

An easement for ingress and egress and community driveway purposes over the East 7.5 feet of the West 52.5 feet of Lot 421, of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California, as per map recorded in Book 13, Page 198, of Maps, in the Office of the County Recorder of said County.

Assessor's Parcel Number: 6224-001-901 and 6224-001-902

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
07/19/2022 Page 1 of 3

STAFF REPORT
Date:

To:

From:

July 19, 2022
Honorable Mayor/Chair and City Council/Agency Members
Alfonso Noyola, City Manager
By: City Attorney’s Office
Subject: Adoption of Proposed Resolution No. 22-44 In Support of Senate Bill 1245

RECOMMENDATION
The City Council is requested to adopt proposed Resolution No. 22-44 supporting Senate Bill 1245.

BACKGROUND/ANALYSIS
In 1972, the people of California amended Article I §1 of the California Constitution to make the right of privacy inalienable. The Supreme Court of the United States (SCOTUS) acknowledged in its 1973 decision in Roe v. Wade that the ability to make a private medical decision impacting one’s own reproductive health is a constitutionally protected right. SCOTUS established a precedent in the landmark case of Roe v. Wade (1973), later affirmed in Planned Parenthood v. Casey (1992) and Whole Woman’s Health v. Hellerstedt (2016), guaranteeing the constitutional right to legal pre-viability abortion in the US. Prior to 1973, women faced significant obstacles to safe reproductive health services, resulting in widespread loss of life and serious illness.

The legalization of abortion in the United States led to safer practices and drastically reduced the incidences of material deaths and hospitalizations related to abortion. Roe v. Wade recognized women’s freedom of reproductive choice as essential to the lives, rights, health, and equality of women. In 2002, California enacted the Reproductive Privacy Act, which prevents the State from interfering with the right to choose between carrying a pregnancy to term. In 2019, Governor Gavin Newsom issued the California Proclamation on Reproductive Freedom to educate Californians on their reproductive rights under the state constitution and laws and affirm California’s commitment to reproductive freedom.

Item Number
16A

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
07/19/2022 Page 2 of 3

In August 2021 the United States Supreme Court failed to uphold the precedent set in Roe v.

Wade and allowed Texas to enact Senate Bill 8 which operates to restrict women’s reproductive rights. According to a report released by the Guttmacher institute, the number of out-of-state patients who would find their nearest abortion provider in California went from 46,000 to 1.4 million, an increase of nearly 3,000% after passage of Senate Bill 8 in Texas.

The United States Supreme Court developed a draft majority opinion in support of Texas’s law that was leaked to the public in May 2022 which spelled out an explicit intent to overturn Roe v. Wade and Planned Parenthood v. Casey, which would allow states to ban abortion at any point in pregnancy and the possibility of complete bans on abortion. By its majority opinion in Dobbs v. Jackson of Justice Samuel Alito joined by Justices Clarence Thomas, Neil Gorsuch, Brett Kavanaugh, and Amy Coney Barrett, the Supreme Court on June 24, 2022, revoked the constitutional right to an abortion, reversing 50 years of legal precedent.

The right to safe, legal, and accessible abortion continues to be undermined by other states that have signaled they are going to enact similar laws threatening the health and safety of women’s lives, including the most marginalized women and women of color. Sexual and reproductive rights, including safe and legal abortions, constitute a fundamental right, and the criminalization, delay and denial of access to safe and legal abortion care constitutes a form of violence against those who would seek contraceptive and reproductive care. Prohibitions on the right to freely exercise reproductive freedoms are harmful to public health and safety and are contrary to the values of the people of Cudahy. Logistical barriers including, for example, travel costs and distance to clinics, lodging needs and costs, limited access to translation services, lost wages, and lack of paid time off for health care appointments can all delay or prohibit abortion care.

Los Angeles County, home to 28% of the state’s population, accounts for over a third of all abortions that take place in California. Senate Bill 1245 (“SB 1245”) would fund and support a pilot program approach to care that is responsive to the impending needs of people seeking abortion care. Key funding areas for the pilot program proposed under SB 1245 include:
services that prioritize efforts to advance and improve health outcomes, comprehensive sexual and reproductive health services, streamlined and secure infrastructure to coordinate care and other patient support services, patient access tools to empower patients to overcome barriers to care, medically accurate education and training tools specific to community needs within the county, and patient and community outreach to assess services in Los Angeles County.

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
07/19/2022 Page 3 of 3

CONCLUSION
Based on the foregoing, it is recommended that the City Council adopt proposed Resolution No. 22-44 supporting Senate Bill 1245.

FINANCIAL IMPACT
There are no financial impacts anticipated by this requested action.

ATTACHMENT
A. Resolution No. 22-44

1 RESOLUTION NO. 22-44

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUDAHY, CALIFORNIA IN SUPPORT OF SENATE BILL
1245
WHEREAS, in 1972, the people of California amended Article I §1 of the California Constitution to make the right of privacy inalienable;
WHEREAS, the Supreme Court of the United States (SCOTUS) acknowledged in its 1973 decision in Roe v. Wade that the ability to make a private medical decision impacting one’s own reproductive health is a constitutionally protected right; WHEREAS, SCOTUS established a precedent in the landmark case of Roe v.

Wade (1973), later affirmed in Planned Parenthood v. Casey (1992) and Whole Woman’s Health v. Hellerstedt (2016), guaranteeing the constitutional right to legal pre-viability abortion in the US;
WHEREAS, prior to 1973, women faced significant obstacles to safe reproductive health services, resulting in widespread loss of life and serious illness; WHEREAS, the legalization of abortion in the United States led to safer practices and drastically reduced the incidences of material deaths and hospitalizations related to abortion; Roe v. Wade recognized women’s freedom of reproductive choice as essential to the lives, rights, health, and equality of women;
WHEREAS, in 2002, California enacted the Reproductive Privacy Act, which prevents the State from interfering with the right to choose between carrying a pregnancy to term;
WHEREAS, in 2019, Governor Gavin Newsom issued the California Proclamation on Reproductive Freedom to educate Californians on their reproductive rights under the state constitution and laws and affirm California’s commitment to reproductive freedom; WHEREAS, in August 2021 the United States Supreme Court failed to uphold the precedent set in Roe v. Wade and allowed Texas to enact Senate Bill 8 which operates to restrict women’s reproductive rights;
WHEREAS, according to a report released by the Guttmacher institute, the number of out-of-state patients who would find their nearest abortion provider in California went from 46,000 to 1.4 million, an increase of nearly 3,000% after passage of Senate Bill 8 in Texas;
Attachment A Page 214 of 261
2 WHEREAS, the right to safe, legal, and accessible abortion continues to be undermined by other states that have signaled they are going to enact similar laws threatening the health and safety of women’s lives, including the most marginalized women and women of color;
WHEREAS, the United States Supreme Court developed a draft majority opinion in support of Texas’s law that was leaked to the public in May 2022 which spelled out an explicit intent to overturn Roe v. Wade and Planned Parenthood v. Casey, which would allow states to ban abortion at any point in pregnancy and the possibility of complete bans on abortion;
WHEREAS, by its majority opinion in Dobbs v. Jackson of Justice Samuel Alito joined by Justices Clarence Thomas, Neil Gorsuch, Brett Kavanaugh, and Amy Coney Barrett, the Supreme Court on June 24, 2022, revoked the constitutional right to an abortion, reversing 50 years of legal precedent;
WHEREAS, sexual and reproductive rights, including safe and legal abortions, constitute a fundamental right, and the criminalization, delay and denial of access to safe and legal abortion care constitutes a form of violence against those who would seek contraceptive and reproductive care;
WHEREAS, prohibitions on the right to freely exercise reproductive freedoms are harmful to public health and safety and are contrary to the values of the people of Cudahy; WHEREAS, logistical barriers including, for example, travel costs and distance to clinics, lodging needs and costs, limited access to translation services, lost wages, and lack of paid time off for health care appointments can all delay or prohibit abortion care; WHEREAS, passage of these laws disproportionately impacts women, undocumented people, young people, those living in rural areas where hospitals have closed, Black, Latinx, Indigenous, and other people of color; WHEREAS, Los Angeles County, home to 28% of the state’s population, accounts for over a third of all abortions that take place in California; WHEREAS, Senate Bill 1245 (“SB 1245”) would fund and support a pilot program approach to care that is responsive to the impending needs of people seeking abortion care;
WHEREAS, key funding areas for the pilot program proposed under SB 1245 include: services that prioritize efforts to advance and improve health outcomes, comprehensive sexual and reproductive health services, streamlined and secure infrastructure to coordinate care and other patient support services, patient access tools

3 to empower patients to overcome barriers to care, medically accurate education and training tools specific to community needs within the county, and patient and community outreach to assess services in Los Angeles County;
WHEREAS, the City of Cudahy has a vested interest in protecting and promoting the health and the rights of all of its residents;
WHEREAS, as states around the country enact extreme laws that violate the fundamental right to decide whether or not to terminate a pregnancy, the City of Cudahy can serve as a model and commit to defend and fight for reproductive freedom, and welcome all those seeking to fully exercise their reproductive rights and access safe legal abortion;
WHEREAS, the City of Cudahy supports SB 1245 which funds and supports a pilot program approach to care that is responsive to the impending needs of people seeking abortion care.

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

SECTION 1. The facts set forth in the recitals above are true and correct.

SECTION 2. The Cudahy City Council affirms the right of all people to make medical decisions about their own bodies and to obtain access to the full spectrum of reproductive healthcare, including contraception and related services without obstacles.

SECTION 3. The Cudahy City Council affirms its commitment to obtaining reproductive justice - including equal access to affordable contraception, comprehensive sex education, freedom from sexual violence, and surveillance and accountability of systems to prevent reproductive human rights abuses - for all.

SECTION 4. The Cudahy City Council condemns the Supreme Court majority opinion in Dobbs v. Jackson Women’s Health Organization and urges federal codification of full abortion rights and other affordable, safe, and accessible reproductive healthcare.

SECTION 5. The Cudahy City Council supports SB 1245 which funds and supports a pilot program approach to care that is responsive to the impending needs of people seeking abortion care.

SECTION 6. This Resolution shall take effect immediately upon its adoption, except as otherwise provided herein. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption thereof.

4 PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 19th day of July 2022.
______________________________
Elizabeth Alcantar
Mayor
ATTEST:
____________________________
Richard Iglesias
City Clerk

5 STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 22-44 was passed and adopted by the City Council of the City of Cudahy, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 19th day of July 2022 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Richard Iglesias
City Clerk

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
07/19/2022 Page 1 of 2

STAFF REPORT
Date: July 19, 2022
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager
By: City Attorney’s Office
Subject: Adoption of Proposed Resolution No. 22-45 Dissolving the Parks and Recreations Commission, Establishing the Recreation, Arts, and Cultural Heritage Commission, and Adopting the Objectives and Policies for the Recreation, Arts, and Cultural Heritage Commission

RECOMMENDATION
The City Council is requested to adopt proposed Resolution No. 22-45 dissolving the Parks and Recreations Commission, establishing the Recreation, Arts, and Cultural Heritage Commission, and adopting the Objectives and Policies for the Recreation, Arts, and Cultural Heritage Commission.

BACKGROUND/ANALYSIS
On July 6, 1982, the City Council adopted Resolution No. 82-31 establishing the Parks and Recreations Commission. On April 5, 2022, the City of Cudahy (“City”) adopted Ordinance No. 719, amending Chapter 2.32 (City Commissioners) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code (“Municipal Code”).

Parks and Recreations Commissioners provide a valuable service to the City by advising the City Council on the needs of the residents with regard to the parks and various recreation programs in the City. The City Council wishes to expand on the duties of the commissioners with the formation of a new commission, focused on Recreation, Arts, and Cultural heritage commission. The duties of the new commission include research and providing policy recommendations to the City Council regarding:
• The City's cultural and historical assets;
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• Efforts of private individuals, community organizations, and businesses that promote and enhance the cultural and historic environment of the City; • The allocation of City resources, as available, for the support of cultural and historic art, events, and programs within the City;
• Mechanisms for the solicitation and public input in the process of selection of works of art and their placement, when appropriate;
• Goals and annual objects that will serve the visual, performing, literary, and multi-media arts;
• Support by private individuals and organizations of the arts and of cultural and historic facilities and programs;
• Community interest and participation in the arts and in cultural and historic programs; • Recreational needs;
• Recreation and park sites improvements.

In addition to establishing this new commission, the City Council wishes to establish the objectives and policies for the Commission, once passed and established the City Council will be able to review applications for Commissioners and appoint Commissioners to fill the empty seats.

CONCLUSION
Based on the foregoing, staff recommends that the City Council adopt proposed Resolution No. 22-45 establishing the objectives and policies for the Recreation, Arts, and Cultural Heritage Commission.

FINANCIAL IMPACT
There are no financial impacts anticipated by this requested action.

ATTACHMENT
A. Resolution No. 22-45

1 RESOLUTION NO. 22-45

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUDAHY, CALIFORNIA DISSOLVING THE PARKS AND

RECREATIONS COMMISSION, ESTABLISHING THE

RECREATION, ARTS, AND CULTURAL HERITAGE

COMMISSION, AND ADOPTING THE OBJECTIVES AND

POLICIES FOR THE RECREATION, ARTS, AND

CULTURAL HERITAGE COMMISSION
WHEREAS, on April 5, 2022, the City of Cudahy (“City”) adopted Ordinance No. 719, amending Chapter 2.32 (City Commissioners) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code (“Municipal Code”); and WHEREAS, on July 6, 1982, the City Council adopted Resolution No. 82-31 establishing the Parks and Recreations Commission.

NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF CUDAHY, CALIFORNIA, AS FOLLOWS:

SECTION 1. The Recitals set forth above are true and correct and are incorporated into this Resolution by reference.

SECTION 2. The Cudahy City Council hereby repeals all previous resolutions regarding the composure of the Parks and Recreation Commission.

SECTION 3. The Cudahy City Council hereby dissolves the Parks and Recreations Commission in its entirety and relieves all Parks and Recreation Commissioners of their duties.

SECTION 4. The Cudahy City Council hereby establishes the Recreation, Arts, and Cultural Heritage Commission.

SECTION 5. The Cudahy City Council hereby adopts the following City of Cudahy Recreation, Arts, and Cultural Heritage Commission Objectives and Rules:
“CITY OF CUDAHY

RECREATIONS, ARTS, AND CULTURAL HERITAGE COMMISSION

OBJECTIVES AND POLICIES
I. Purpose and Duties
The Cudahy Recreations, Arts, and Cultural Heritage Commission is established for the purpose of providing policy recommendations to the City Council on matters concerning recreation, arts, and cultural heritage throughout the City of Cudahy.

The Commission will research and provide policy recommendations to the City Council regarding:

Attachment A Page 221 of 261
2 • The City's cultural and historical assets;
• Efforts of private individuals, community organizations, and businesses that promote and enhance the cultural and historic environment of the City; • The allocation of City resources, as available, for the support of cultural and historic art, events, and programs within the City;
• Mechanisms for the solicitation and public input in the process of selection of works of art and their placement, when appropriate;
• Goals and annual objects that will serve the visual, performing, literary, and multi-media arts;
• Support by private individuals and organizations of the arts and of cultural and historic facilities and programs;
• Community interest and participation in the arts and in cultural and historic programs;
• Recreational needs;
• Recreation and park sites improvements.

II. Qualifications
Commissioners shall meet the qualifications set forth for all Commissioners in Chapter 2.32 of the Cudahy Municipal Code.

III. Appointment and Removal
Commissioners shall be appointed and removed pursuant to Chapter 2.32 of the Cudahy Municipal Code.

IV. Organization
The Commission shall elect its chairperson and vice chairperson from among its members for a term of one year and, subject to other provisions of law, may create and fill such other offices within its membership as it may determine are necessary and convenient. Such officers shall hold their respective positions and status at the pleasure of a majority of the Commission.

The Administrative Services Director or their designee will serve as the staff liaison. The City Clerk’s office will serve as the secretary for the Commission.

V. Absences
All Commissioners must abide by the “Absences” section of Chapter 2.32 of the Cudahy Municipal Code.

3 VI. Vacancies
All Commissioners must abide by the “Vacancy” section of Chapter 2.32 of the Cudahy Municipal Code.

VII. Rules and Regulations
All Commissioners must abide by the “Code of Conduct” section of Chapter 2.32 of the Cudahy Municipal Code.

Commissioners may pass resolutions adding rules in addition to Chapter 2.32 of the Cudahy Municipal Code but cannot remove any requirement from said chapter.

VIII. Meetings
Date and time of the meetings to be determined by a majority vote of the Commission but the Commission shall meet at last once a quarter.

Minutes for each meeting shall be made available for inspection approximately thirty (30) days after each meeting at the next scheduled meeting.

IX. Youth Appointee
The Commission will have up to two (2) Youth Appointees, appointed by a majority of the Commissioners. The Youth Appointee will not have any voting rights or count towards the quorum. The Youth Appointee(s) will participate in meetings providing feedback and insight to the Commission.

X. Compensation
Commissioners shall be paid forty-five dollars ($45) per regularly scheduled monthly meeting, and the Chairman shall be paid fifty-five dollars ($55) per regularly scheduled monthly meeting.”
SECTION 6. This Resolution shall take effect immediately upon adoption. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption thereof.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 19th day of July 2022.
______________________________
Elizabeth Alcantar
Mayor
ATTEST:

4 ____________________________
Richard Iglesias
City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 22-45 was passed and adopted by the City Council of the City of Cudahy, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 5th day of July 2022 and that said Resolution was adopted by the following vote, to-wit:

5 AYES:

NOES:

ABSENT:

ABSTAIN:

Richard Iglesias
City Clerk

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STAFF REPORT
Date: July 19, 2022
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Administrative Services Director
Subject: Adoption of Ordinance Amending Section 10.04.040 of Chapter 10.04 (Traffic Code) of Title 10 (Vehicles and Traffic) of the Cudahy Municipal Code

RECOMMENDATION
The City Council is requested to adopt Ordinance No. 724 by first reading, amending Section

10.04.040 of Chapter 10.04 (Traffic Code) of Title 10 (Vehicles and Traffic) of the Cudahy Municipal Code.

BACKGROUND

1. On January 1, 2015, the City of Cudahy (the “City”) initiated its Overnight Pilot Parking Program (the “Program”) to allow permitted overnight on-street parking in designated parking areas.

2. On June 31, 2015, the City Council approved an extension of the Program for an additional year and has done so for each subsequent year thereafter.

3. On January 22, 2018, the City Council adopted Ordinance No. 671, amending Section

10.04.40 of Chapter 10.04 (Traffic Code) of Title 10 (Vehicles and Traffic) of the Cudahy Municipal Code amending section 10.04.040 to prohibit parking between the hours of 12:00 a.m. and 7:00 a.m. on Mondays and 3:00 a.m. and 6:00 a.m. Tuesdays through Sundays

4. On May 3, 2022, the City Council adopted Ordinance No. 721, amending Section 10.04.40 of Chapter 10.04 (Traffic Code) of Title 10 (Vehicles and Traffic) of the Cudahy Municipal Code amending section 10.04.040 to prohibit parking between the hours of 10 p.m.- 6 a.m.

Sunday through Thursday and 12:00 a.m. through 6:00 a.m. Friday and Saturday.

Item Number
16C

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ANALYSIS
The council is listening to concerns from the community and seeks to amend its restricted overnight parking hours. Municipal Code Section 10.04.040 currently prohibits parking between the hours of 10 p.m.- 6 a.m. Sunday through Thursday and 12:00 a.m. through 6:00 a.m. Friday and Saturday. The proposed Ordinance would amend Municipal Code Section

10.04.040 to prohibit parking between 12 a.m. and 6:00 a.m. every day. This restriction would not apply to vehicles that display an authorized overnight parking permit.

Furthermore, all other parking changes made on the Ordinance on May 3, 2022, will withstand.

Parking on Atlantic Ave will not be allowed at any time between Florence Avenue and Salt Lake Avenue.

Vehicles that exceed 6,000 pounds in gross unladen weight, except a vehicle which is subject to the provisions of Section 1031 through 1036 of the California Public Utilities Code, continue being prohibited from being parked or idle on the following streets:
(a) Cecelia Street from Atlantic Avenue to Wilcox Avenue; (b) Patata Street from Salt Lake Avenue to Wilcox Avenue; (c) Ardine Street from Salt Lake Avenue to Atlantic Avenue; (d) Wilcox Avenue from Cecelia Street to Patata Street; and (e) Salt Lake Ave from Olive Street to Patata Street
Upon approval of this Ordinance, City staff will arrange for conforming street signage to reflect such adjustments to restricted overnight parking hours.

FINANCIAL IMPACT
The adoption of the proposed Ordinance will have a financial impact on the current budget for fiscal year 2022-2023.

Signage – ($15,000)
Personnel Cost for signage – ($5,415)
Mailer- ($5000)
Total Costs ($25,415)
Any changes to parking signs would divert staff from other scheduled assignments and projects and could possibly delay. The personnel costs do not include any necessary overtime.

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CONCLUSION
City staff recommends that the City Council adopt the proposed Ordinance.

ATTACHMENT
A. Spreadsheet of comparison of surrounding cities’ parking status B. Ordinance No. 724

Questions: Maywood Bell Huntington Park South Gate Bell Gardens Downey Paramount Pico Rivera Is a parking permit
needed to park
overnight? Yes
residents
Only for guest(up
to 2 parking
permits per
overnight parking only
some streets are
restricted at times.
(Randolph requires
permit)
Required for
overnight parking
few areas you
cannot park
overtime (neeing
Required for
overnight
parking but
certain streets
you cannot park
No permits
Required for
overnight
parking
Yes on some
streets
Yes, certain
streets
If yes, what is the cost? $10 N/A
$40 every 6 months
$80/yr
one free parking
permit ($37) no cost $34
How long is the permit
valid for?
1 year
(September -
September)
temporary guest
permit ( as long as
needed) 6 MONTHS
January to
December
renewel every 2
years 1 year
What type of permits are
given for vehicles?
Annual/
Temporary (30
days at $0)
temporary guest
permit see above
preferential
parking permit 2 year renewel
annual ,
temporary (free
and up to 3
weeks)
Are cars allowed to park
on the street overnight?
Yes with
permit
No only guest with
permit see above No
Depends on the
street
depending on
street
What times can a vehicle
not be parked outside
with or without a
permit? 2AM-6AM 2AM-5AM varies, must see signs
varies, See
signs same as above
depending on
street
What information is
needed to obtain a
parking permit?
proof of
residency, ID,
valid
regristration
proof that a
person does not
live in the
surrounding cities
an in person
appoinment is needed
to pay after filing an
application
ID, valid
regristration,
utility bill
ID, valid
regristration ,
utility bill
Can you obtain a parking
permit online? Yes Yes
application can be
obtained in person and
online only in person only in person
City Parking Comparision
City
Attachment A Page 230 of 261
1 ORDINANCE NO. 724

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY AMENDING SECTION 10.04.040 OF CHAPTER

10.04 (TRAFFIC CODE) OF TITLE 10 (VEHICLES AND

TRAFFIC) OF THE CUDAHY MUNICIPAL CODE
WHEREAS, on January 1, 2015, the City of Cudahy (the “City”) initiated its Overnight PilotParking Program (the “Program”) to allow permitted overnight on-street parking in designated parking areas; and
WHEREAS, on June 31, 2015 and June 30, 2016, the City Council approved annual extensions of the Program through Resolution No. 14-77, Resolution No. 15-32, Resolution No. 16-21, Resolution No. 17.11, Resolution No. 18-32, Resolution No. 19-15, Resolution No. 20-31, and Resolution No. 21-17; and
WHEREAS, the City Council seeks to coordinate its restricted overnight parking hours with the Program, street signage, and street sweeping, as recommended by City staff; and
WHEREAS, upon approval of this ordinance, City staff will arrange for conforming street signage to reflect such adjustments to restricted overnight parking hours.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUDAHY, CALIFORNIA DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The recitals above are true and correct and incorporated herein by reference.

SECTION 2. Section 10.04.040 of Chapter 10.04 (Traffic Code) of Title 10 (Vehicles and Traffic) of the Cudahy Municipal Code is hereby amended in its entirety to read as follows:
“10.04.040 All night parking – Exceptions.
(1) Notwithstanding the provisions of CMC 10.04.010, the operator of any vehicle shall not park such vehicle on any highway, street, alley, or public way, or public place between the hours of 12 a.m.- 6 a.m. every day.
(2) The hourly parking prohibitions set forth in this Section 10.04.040 shall not apply to any vehicle that properly displays a valid City-issued overnight parking permit. (3) The operator of any vehicle shall not park or leave standing any vehicle whether attended or unattended at any time, with or without a valid City-issued parking permit, on Atlantic Avenue between Florence Avenue and Salt Lake Avenue.

Attachment B

2 (4) Notwithstanding the provisions of CMC 10.04.010, no vehicle exceeding 6,000 pounds in gross unladen weight, except a vehicle which is subject to the provisions of Section 1031 through 1036 of the California Public Utilities Code, may be parked or idle on the Following Streets:
(a) Cecelia Street from Atlantic Avenue to Wilcox Avenue; (b) Patata Street from Salt Lake Avenue to Wilcox Avenue; (c) Ardine Street from Salt Lake Avenue to Atlantic Avenue; (d) Wilcox Avenue from Cecelia Street to Patata Street; and (e) Salt Lake Ave from Olive Street to Patata Street”
SECTION 2. Inconsistent Provisions. Any provision of the Cudahy Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is hereby repealed or modified to the extent necessary to implement the provisions of this Ordinance.

SECTION 3. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or any part thereof is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase would be subsequently declared invalid or unconstitutional.

SECTION 4. Construction. The City Council intends this Ordinance to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. To the extent the provisions of the Cudahy Municipal Code as amended by this Ordinance are substantially the same as the provisions of that Code as it read prior to the adoption of this Ordinance, those amended provisions shall be construed as continuations of the earlier provisions and not as new enactments.

SECTION 5. Publication and Effective Date. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in a newspaper of general circulation within fifteen (15) days after its adoption. This Ordinance shall become effective thirty (30) days after adoption.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 19th day of July, 2022.

3 Elizabeth Alcantar
Mayor
ATTEST:

Richard Iglesias
City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No.724 was introduced for a first reading on the 19th day of July, 2022 and approved for a second reading and adopted by said Council at its regular meeting held on the ____ day of _____, 2022 by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Richard Iglesias
City Clerk

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STAFF REPORT
Date: July 19, 2022
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Creation and Appointment of Ad Hoc Rent Control Committee

RECOMMENDATION
The City Council is requested to create an Ad Hoc Rent Control Committee and appoint two council members to serve on the committee.

BACKGROUND/ANALYSIS
Ad Hoc Committees are formed to discuss specific topics, provide feedback to the City Manager, and report out to City Council during its regularly scheduled meetings if needed.

The Rent Control Ad Hoc will be an advisory committee and shall not exercise ongoing jurisdiction. The Ad Hoc Rent Control Committee shall study, develop, and propose best practices for rent control within the City and formulate legislative or other appropriate recommendations for full City Council consideration.

CONCLUSION
Ad Hoc Rent Control Committee will meet on an as-needed basis contingent on the goals and objectives established by the committee at its discretion.

FINANCIAL IMPACT
None.

ATTACHMENTS
Item Number
16D

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None.

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STAFF REPORT
Date: July 19, 2022
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Consideration to Appoint Board Members to the Planning Commission

RECOMMENDATION
The City Council is requested to review applications and appoint commission applicants to the Planning Commission.

BACKGROUND AND ANALYSIS
On May 17, 2022, City Council adopted Ordinance No. 722, amending Chapter 2.36 of Title 2, attached for reference.

In accordance with Ordinance No. 722, each Council Member shall appoint one commissioner to the Planning Commission. The appointed commissioner shall serve concurrently with the Council Member who appointed them.

The Planning Commission serves in an advisory capacity to the City Council on land-use policy planning matters which guide the City's future growth, development, and beautification, including public and private buildings and works, subdivisions, streets, parks and playgrounds, and unimproved real property. This Commission meets on the third Monday of each month at 6:30 p.m.

Considering City Council term limits, it is recommended that the order for selecting an applicant to serve on the Planning Commission begin as follows; Vice Mayor Gonzalez, Councilmember Lomelí, Mayor Alcantar, Councilmember Lozoya, and Councilmember Guerrero.

Item Number
16E

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CONCLUSION
Due to the recently adopted Ordinance, the City Council is recommended to appoint an applicant to serve on the Planning Commission concurrent with their term of office.

FINANCIAL IMPACT
There is no fiscal impact in the review and selection of commission appointees.

ATTACHMENT
A. Applications
B. Ordinance No. 722

Attachment A

APPLICATION FOR CITY COMMISSIONS
City of Cudahy
City Clerk’s Office
5220 Santa Ana Street, Cudahy, CA 90201
(323) 773-5143
Instructions (Please Type or Print Clearly)
All requested information must be furnished on the application itself. Resumes, attachments, and other supporting documentation may be included but cannot be substituted for an application form. It is important that you answer all questions on your application fully and accurately. If additional space is needed to answer questions, attach additional sheets. Please be aware that all applications and accompanied documents are considered public information and may be disclosed/released pursuant to the California Public Records Act. Applications are submitted to City Council for appointment at a regular Council meeting.
(Please check the commission on which you wish to serve, if you wish to apply to multiple commissions, please rank them using numbers 1-4 with number 1 being the most preferred commission) Senior and Community Services
Commission
(Meeting date to be determined by resolution
by the City Council)
Planning Commission
(Meets every 3rd Monday of the month at
6:30 p.m.)
Parks and Environmental Justice
Commission
(Meeting date to be determined by resolution
by the City Council)
Recreation, Art, and Cultural Heritage
Commission
(Meeting date to be determined by
resolution by the City Council)
Full Name:

Residence Address:

Email Address:

Primary Phone: Secondary Phone:

No person shall be qualified for appointment to any commission unless such person is either a resident of the City, business owner in the City, is employed in the City, or employed at a nonprofit that provides services for the City. Current elected officials from the City and all City employees are prevented from serving on any commission. (Cudahy Municipal Code Section 2.32.010)
(Check all that apply)
Resident
Business Owner
Employed in the City
Nonprofit that provides services for the city
Education (degrees, professional or vocational licenses or certificates):

List any volunteer activities or organizations you are involved with.

Richard Corvera Hernandez Cudahy Ca 90201 .com Vanguard University of southern california I have been serving the City of Cudahy for the last six years.. ✔ ✔
✔

Why are you interested in serving as a commissioner? Please describe any work, training, certificates, and/or mentorship in professional organizations that would qualify you for this position. (If additional space is required, please attach a separate sheet.)
What background and/or experience makes you a suitable candidate for appointment? What do you see as the objectives and goals of the commission? Please feel free to attach your resume or any additional information or statements which you feel would be helpful to the City Council in reviewing your qualifications.

Each person seeking a position on a Commission shall complete an application and submit to a Live Scan background check upon appointment and before swearing into office. Some Commissions may be requested to file a Conflict of Interests Statement pursuant to Fair Political Practices regulations. Information will be provided by the Office of the City Clerk.

AUTHORIZATION AND RELEASE
I understand that in connection with this application for appointment, the information contained herein will be made available to the general public upon request. I further understand that if appointed, I will be required take an oath (or affirmation) of office and may be subject to requirements for filing financial disclosure statements.

I am aware of the obligations and responsibilities of serving as a commissioner pursuant to the Cudahy Municipal Code and have been given copies of Ordinance No. 719 and No. 722, have read both in their entirety, and I am willing to fulfill this commitment if appointed: (Initial here: ___)
Applicant’s Signature Date
--------------------------------------------------------------------OFFICE USE ONLY--------------------------------------------------------------------- Date of Appointment: ____________________ Appointed By: ____________________ I have seen the changes in our city and I love to see our city grow. 7/14/22

ORDINANCE NO. 722

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF CUDAHY AMENDING CHAPTER 2.36 (PLANNING
COMMISSION) OF TITLE 2 (ADMINISTRATION AND

PERSONNEL) OF THE CUDAHY MUNICIPAL CODE
WHEREAS, on September 7, 1982, the City Council for the City of Cudahy ("City Council") adopted Ordinance No. 290 establishing the Planning Commission in tht: City of Cudahy ("City"); and
WHEREAS, on November 1, 1993, the City Council adopted Ordinance No. 486, amending the organization of the Planning Commission; and WHEREAS, on February 7, 1994, the City Council adopted Ordinance No. 490, further amending the organization of the Planning Commission; and WHEREAS, on June 12, 2022, the City Council adopted Ordinance No. 578, once again amending the organization of the Planning Commission; and WHEREAS, Planning Commissioners provide a valuable service to the City by advising the City Council on numerous planning issues; and WHEREAS, on April 5, 2022, the City Council adopted Ordinance No. 719 amending Chapter 2.32 (City Commissioners) to ensure Commissioner qualifications, appointments, and terms are uniform for all Commissioners; and WHEREAS, the City Council wishes to update the Cudahy Municipal Code to ensure conformity among all commissions in the City, including the Planning Commission.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUDAHY DOES ORDAIN AS FOLLOWS:

Section 1. The facts set forth in the recitals above are true and correct.

Section 2. Chapter 2.36.010 (Planning Commission) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code is hereby amended in its entirety to read as follows:
"2.36.010 Planning Commission.
(1) Creation of Commission. There is hereby created and established a planning commission for the city.
(2) Membership. The planning commission shall consist of five members.

Attachment B Page 257 of 261
Ordinance No. 722
(3) Organization. The planning commission shall annually, at its first meeting in May of each calendar year, elect a chairperson and chairperson pro tem from among its members. The chairperson pro tempore may use the title "vice chairman/person" instead of chairperson pro tempore upon informing the commission secretary of that choice. The commission shall appoint a secretary, who need not be a member of the commission.
(4) Powers and Duties. The planning commission shall have all the powers, rights, and duties provided and given to the city planning commission under the laws of the state. In addition to the powers, rights, and duties given by such laws, the commission shall have the following powers, rights, and duties without limitation to the powers given by the laws of the state:
a) To recommend to the council and other officers of the city plans for the regulation of the future growth, development, and beautification of the city, including public and private buildings and works, subdivisions, streets, parks, playgrounds, and unimproved real property;
b) To recommend to the council plans for the future growth and development of the city in order to provide proper and adequate public utilities, sanitation, and other commercial and residential services; c) To recommend to the council for approval or disapproval maps or plats for the division of real property within the city and to approve and recommend the annexation of real property to the city. All maps or plats of real property shall be submitted to the planning commission for approval or disapproval before any recommendation is made to the council thereon; d) To make suggestions and recommendations to the council from time to time concerning the future needs and growth of the city, including the location and development of public and private buildings, structures, and grounds, and to recommend from time to time, upon request, the locations, architectural design, and use of buildings, structures, or works owned or controlled by private parties to be erected or maintained in the city;
e) To recommend to the council or other public officers of the city the location, architectural design, and use of public buildings, structures, and works controlled by the city or other political subdivisions within the city and to recommend the adoption of building restrictions and ordinances or codes restricting the use of property in residential, industrial, commercial and other zones within the city;
f) To consider and make recommendations on any proposed ordinance or resolution referred to the commission by the council and to investigate, suggest, and make recommendations on any matter submitted to the commission by the city manager or council for consideration and

Ordinance No. 722
recommendation; and
g) Any other powers and authority granted to the planning commission by the laws of the state.
(5) Advisory Members.
a) The Council may, by resolution, appoint advisory members to the planning commission, which members shall be selected from the offi,:;ers, employees, and elected officials of the city.
b) The term of each advisory member shall correspond to the member's term of office or term of employment with the city.
c) Each advisory member so appointed may designate an assistant or deputy to sit on the commission in the absence of the advisory member. d) Advisory members shall advise and consult with the commission and shall perform such other duties as may be prescribed by resolution of the council.
e) Advisory members sitting on the commission shall not be entitled to vote. (6) Appointed planning commissioners must adhere to all requirements and regulations set forth in CMG 2.32."
Section 3. CEQA. This Ordinance is not subject to CEQA under the general rule set forth in Section 15601(b)(3) of the CEQA Guidelines that CEQA only applies to projects which have the potential for causing a significant effect on the environment.

Section 4. Inconsistent Provisions. Any provision of the Cudahy Municipal Code, or appendices thereto, that conflicts with the provisions of this Ordinance, to the extent of such conflict and no further, is hereby repealed or modified to the extent necessary to affect the provisions of this Ordinance.

Section 5. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or any part thereof is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase would be subsequently declared invalid or unconstitutional.

Section 6. Construction. This Ordinance is intended to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. To the extent the provisions of the Cudahy Municipal Code as amended by this Ordinance are substantially the same as the provisions of that Code as it read prior to the adoption of this Ordinance, those amended provisions shall

Ordinance No. 722
be construed as continuations of the earlier provisions and not as new enactments.

Section 7. Publication and Effective Date. The Mayor shall sign, and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within fifteen (15) days after its adoption.

This Ordinance shall become effective thirty (30) days after adoption.

PASSED, APPROVED and ADOPTED by the City Council of the City of Cudahy this 17th day of May 2022.

ATTEST:

City Clerk
Elizabeth A antar
Mayor

Ordinance No. 722

STATE OF CALIFORNIA )

CERTIFICATION
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No. 722 was introduced for a first reading on the 3 rd day of May 2022 and
approved for a second reading and adopted by said Council at its regular meeting held on the 17th day of May 2022 by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Lomeli, Gonzalez, and Alcantar
None
Lozoya, Guerrero
None