Cudahy City Council
September 17, 2024

AGENDA

A REGULAR MEETING

OF THE CUDAHY CITY COUNCIL
and JOINT MEETING of the
CITY OF CUDAHY AS SUCCESSOR AGENCY and HOUSING SUCCESSOR AGENCY

TO THE CUDAHY DEVELOPMENT COMMISSION
Tuesday, September 17, 2024 – 6:30 P.M.

Written materials distributed to the City Council within 72 hours of the City Council meeting shall be available for public inspection at www.cityofcudahy.com In compliance with the Americans with Disabilities Act (ADA) if you need special assistance to participate in this meeting, you should contact the City Clerk’s Office at (323) 773-5143 at least 72 hours in advance of the meeting.

Rules of Decorum
Under the Government Code, the City Council may regulate disruptive behavior that impedes the City Council Meeting.

Disruptive conduct may include, but is not limited to:
• Screaming or yelling during another audience member’s public comments period; • Profane language directed at individuals in the meeting room; • Throwing objects at other individuals in the meeting room; • Verbal altercations with other individuals in the meeting room; and • Going beyond the allotted three-minute public comment period granted.

When a person’s or group’s conduct disrupts the meeting, the Mayor or presiding officer will request that the person or group stop the disruptive behavior and WARN the person or group that they will be asked to leave the meeting room if the behavior continues.

If the person or group refuses to stop the disruptive behavior, the Mayor or presiding officer may order the person or group to leave the meeting room and may request that those persons be escorted from the meeting room. Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403.)
Jose R. Gonzalez, Mayor
Elizabeth Alcantar, Vice Mayor
Martin U. Fuentes, Council Member
Cynthia Gonzalez, Council Member
Daisy Lomelí, Council Member
This meeting will be conducted in
person.

Clara Street Park
Turner Hall
4835 Clara Street
Cudahy, CA 90201
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1. CALL TO ORDER

2. ROLL CALL
Council / Agency Member Fuentes
Council / Agency Member Gonzalez
Council / Agency Member Lomelí
Vice Mayor / Vice Chair Alcantar
Mayor / Chair Gonzalez

3. APPROVAL OF AGENDA

4. PLEDGE OF ALLEGIANCE

5. LAND ACKNOWLEDGMENT
We would like to acknowledge that the land we inhabit today was once known as Tovangaar, the home of the Gabrieleño-Tongva people. We show our respects to the Gabrieleño-Tongva people, as well as all Indigenous people, past, present, and future, and honor their labor as original caretakers of this land. We commit to uplifting the Gabrieleño-Tongva people, invite you to acknowledge the history, and join us in caring for this land.

6. PRESENTATIONS
A. Tract 349
B. Public Works Permit & Online Improvements

7. PUBLIC COMMENTS
(Each member of the public may provide a public comment, all participants who wish to make a public comment must submit a comment card. Only speakers that submit a comment card within the first 20 minutes of the meeting will be permitted to speak. Members of the public are permitted to speak for three (3) minutes.)
(Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403).)
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8. CITY COUNCIL COMMENTS / REQUESTS FOR AGENDA ITEMS (Each Council Member is limited to three minutes.)
(This is the time for the City Council / Agency to comment on any topics related to “City Business,” including announcements, reflections on city / regional events, response to public comments, suggested discussion topics for future council meetings, general concerns about particular city matters, questions to the staff, and directives to the staff (subject to approval / consent of the City Council majority members present, regarding staff directives). Each Council / Agency Member will be allowed to speak for a period not to exceed three (3) minutes. Notwithstanding the foregoing, the City Council Members shall not use this comment period for serial discussions or debate between members on City business matters not properly agendized. The City Attorney shall be responsible for regulating this aspect of the proceeding.)

9. CITY MANAGER REPORT (information only)

10. REPORTS REGARDING AD HOC, ADVISORY, STANDING, OR OTHER COMMITTEE

MEETINGS

11. WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES (Consideration to waive full text reading of all Resolutions and Ordinances by single motion made at the start of each meeting, subject to the ability of the City Council / Agency to read the full text of selected resolutions and ordinances when the item is addressed by subsequent motion.) (COUNCIL / AGENCY)
Recommendation: Approve the Waiver of Full Reading of Resolutions and Ordinances.

12. CONSENT CALENDAR
(Items under the Consent Calendar are considered routine and will be enacted by one motion, prior to the vote to approve the Consent Calendar, each Council Member shall have a maximum of three (3) minutes to comment on the Consent Calendar as a whole. There will be no separate discussion of these items unless a Council / Agency Member so requests specific item(s) be removed from the Consent Calendar for separate action. Items may only be considered as a separate action if either (1) a Council Member must recuse themselves due to a conflict of interest or (2) a Council Member has specific questions for City Staff. Items called for separate discussion will be heard as the next order of business.) A. Consideration to Review and Approve the Draft Minutes of September 3, 2024, for the Regular Meeting of the City Council and the Joint Meeting of the City of Cudahy as Successor Agency and Housing Successor Agency to the Cudahy Development Commission (page 7) Presented by the City Clerk
Recommendation: The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for September 3, 2024.
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B. 2024 Conflict of Interest Code Biennial Notice (page 19) Presented by the City Clerk
Recommendation: The City Council is recommended to receive and file staff’s recommendation to amend the 2024 conflict of interest code.

C. Adoption of Ordinance No. 756 by Second Reading Amending Section 2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code Amending Council Member Monthly Compensation Amount (page 23) Presented by the City Attorney
Recommendation: The City Council is recommended to adopt Ordinance No. 756 by second reading amending Section 2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code amending Council Member monthly compensation amount.

13. PUBLIC HEARING - NONE

14. BUSINESS SESSION
A. Clean Power Alliance - City Council Presentation Request (page 29) Presented by the Assistant to the City Manager
Recommendation: The City Council is requested to provide staff direction related to the presentation by the Clean Power Alliance.

B. Status Update Regarding the City of Cudahy’s Capital Improvement Program Fiscal Year 2024-25 Presented by the Interim Public Works Director
Recommendation: The City Council is requested to receive and file a status update on the City of Cudahy’s Capital Improvement Program Fiscal Year 2024-25. 4 of 130
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C. Adoption of Resolution No. 24-34 Authorizing the City Manager to execute the Memorandum of Understanding (MOU) between the Federal Emergency Management Agency (FEMA) and the City of Cudahy (page 31)
Presented by the Assistant to the City Manager
Recommendation: The City Council is requested to adopt Resolution No. 24-34 Authorizing the City Manager to execute the Memorandum of Understanding (MOU) between the Federal Emergency Management Agency (FEMA) and the City of Cudahy.

D. Approval of the Second Amendment to the Purchase and Sale Agreement for the property located at 8420 Atlantic Avenue and 4819 Patata Street (APN Nos. 6224-034-900, -901, -902, -903) in Cudahy, California (page 43)
Presented by the City Attorney
Recommendation: Staff recommends that the City Council take the following actions:

1. Approve the Second Amendment to the Purchase and Sale Agreement (Attachment A) for the real property located at 8420 Atlantic Avenue, 4819 Patata Street (APN Nos. 6224-034-900, -901, - 902, -903) in Cudahy, California (“Property”), and authorize the City Manager to execute all related documents; and

2. Determine that the Project is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA
Guidelines Section 15061(b)(3) (Common Sense Exemption).

E. Approval Discussion and Potential Adoption of Ordinance No. 757 Amending Section 3.04.080 (Sufficient Mone in Treasury) of Chapter 3.04 (City Funds and Records) of Title 3 (Revenue and Finance) of the Cudahy Municipal Code (page 103)
Presented by the City Attorney
Recommendation: The City Council is recommended to take the following actions:

1. Waive full reading and introduce Ordinance No. 757, by title only, amending Section 3.04.080 (Sufficient Money In Treasury) of Chapter

3.04 (City Funds and Records) of Title 3 (Revenue and Finance) of the Cudahy Municipal Code; and
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2. Determine that this action is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15061 (b)(3).

F. Approval of Second Amendment to City Manager Employment Agreement Between the City of Cudahy and Alfonso M. Noyola (page 109)
Presented by the City Attorney
Recommendation: The City Council is requested to approve Resolution No. 24-35, approving an amendment to the City Manager Employment Agreement between the City of Cudahy (“City”) Alfonso M. Noyola (“Mr. Noyola”).

15. COUNCIL DISCUSSION - NONE

16. CLOSED SESSION - NONE

17. CLOSED SESSION ANNOUNCEMENT

18. ADJOURNMENT
I, Estefania Zamora, hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City’s Website, City Hall, Clara Park, and Lugo Park not less than 72 hours prior to the meeting. A copy of said Agenda is on file in the City Clerk’sOffice.

Dated this 12th day of September 2024
Estefania Zamora
Assistant City Clerk
Estefania Zamora
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Staff Report
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STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Consideration to Review and Approve the Draft Minutes of September 3, 2024, for the Regular Meeting of the City Council and the Joint Meeting of the City of Cudahy as Successor Agency and Housing Successor Agency to the Cudahy Development Commission

RECOMMENDATION
The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for September 3, 2024.

BACKGROUND / ANALYSIS
On December 12, 2016, the City Council of the City of Cudahy adopted Resolution No. 16-38, approving the use of summary action minutes, meant to allow the City Clerk's Office to write the minutes in brief, assuring a record of Council's actions, due to having a recording of the full Council Meeting on the City’s website.

Historically
The Municipal Clerk is one of the oldest professions in government, dating back to 1272 A.D., originating in England. The record keeper then was called Remembrancer, an English official whose job was to remind the Lord Treasurer and Barons of Court, of business pending.

Years later, in the 1600s, when early colonists came to America, the office of the Clerk was one of the first offices to be established. Over the years, the City Clerk’s office has become the core for local government, and the liaison to the residents of the Community. The Municipal Item Number
12A
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Clerk (City Clerk) is the record keeper of a City’s recorded history.

William Bennett Munro, a Canadian historian, and political scientist, who taught at Harvard University and the California Institute of Technology, stated in one of his first textbooks written: “No other office in municipal service has so many contacts. It serves the Mayor, the City Council, the City Manager (when there is one), and all administrative departments, without exception. All of them call upon it, almost daily, for some service or information. Its work is not spectacular, but it demands versatility, alertness, accuracy, and no end of patience.

The public does not realize how many loose ends of city administration this office pulls together.”
Moving forward to the present time, the City Clerk’s office today is generally responsible for keeping a record of City Council meetings; agreements; recordings of official documents; legal advertisements; municipal elections; commissions and committees current files; claims against the city; and other legal or official documents.

City Clerks are required to keep record of the proceedings (minutes) of Council meetings (Government Code Sections 36814 and 40801). Minutes are the official record of a meeting which provides a history of the Council’s decisions and actions.

CONCLUSION
The City Council is requested to approve the attached City Council / Agency Draft Minutes of the proceedings of September 3, 2024.

STRATEGIC PLAN CORRELATION
No correlation to the strategic plan.

FINANCIAL IMPACT
No Financial Impact.

ATTACHMENT
A. September 3, 2024, Draft Minutes
B. Resolution No. 16-38, approving the City Clerk’s use of Summary Action Minutes as the Official Record of the City Council proceedings.
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MINUTES
CUDAHY CITY COUNCIL REGULAR MEETING and
CITY OF CUDAHY AS SUCCESSOR AGENCY and

HOUSING SUCCESSOR AGENCY TO THE CUDAHY

DEVELOPMENT COMMISSION JOINT MEETING
September 3, 2024, 6:30 P.M.

1. CALL TO ORDER
Mayor / Chair J. Gonzalez called the meeting to order at 6:33 p.m.

2. ROLL CALL
PRESENT: Council / Agency Member Martin Fuentes
Council / Agency Member Cynthia Gonzalez
Council / Agency Member Daisy Lomelí
Vice Mayor / Vice Chair Elizabeth Alcantar
Mayor / Chair Jose R. Gonzalez

ABSENT: NONE
ALSO PRESENT: City Manager, Alfonso Noyola, City Attorney, Stephanie Arechiga, City Clerk, Richard Iglesias, Assistant City Clerk, Estefania Zamora, Community Development Director, Juan Arauz, Finance Director, Joshua Calhoun, Interim Public Works Director, Ron Bow, Community Services Director, Brenda Rodriguez, Assistant to the City Manager, John Peraza, Human Resources Manager, Hector Murua, and Executive Assistant to the City Manager, Janet Andrade.

3. APPROVAL OF AGENDA
Motion: Council Member Lomelí motioned to agenda as is, seconded by Council Member Fuentes. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None

4. PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Council Member Fuentes. 9 of 130
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5. LAND ACKNOWLEDGEMENT
The Land Acknowledgment was led by Council Member Lomelí.

We would like to acknowledge that the land we inhabit today was once known as Tovangaar, the home of the Gabrieleño-Tongva people. We show our respects to the Gabrieleño-Tongva people, as well as all Indigenous people, past, present, and future, and honor their labor as original caretakers of this land. We commit to uplifting the Gabrieleño-Tongva people, invite you to acknowledge the history, and join us in caring for this land.

9. CITY MANAGER REPORT (information only)

6. PRESENTATIONS
A. Human Resources Annual Update

7. PUBLIC COMMENTS – NONE

8. CITY COUNCIL COMMENTS / REQUESTS FOR AGENDA ITEMS
Council Member Fuentes shared his attendance at the Business Watch meeting, thanked staff, and mentioned Cudahy was on TV last night on CBS.

Council Member C. Gonzalez commended staff and all the work they have done, shared her frustration on being able to enact the compact and collaborate with schools, and asked to have similar language like YMCA but with the Scholar Match partnership.

Council Member Lomelí supported her colleague’s ideas, would like to formalize communication with schools via a monthly newsletter of upcoming events, supports reconnecting with Scholar Match, would like to bring back the proclamation of College Awareness Month, requested a meeting regarding the divestment policy before next City Council meeting, and shared the collaboration with Birthworkers of Color Collective and mentioned the first mom is already receiving the care.

Vice Mayor Alcantar echoed the newsletter communication, suggested having the City Manager’s report converted into a City’s newsletter, and thanked everyone for all their work.

Mayor J. Gonzalez commended the team, mentioned he saw the public show up to the Business Watch meeting, and also commended his colleagues.

10. REPORTS REGARDING AD HOC, ADVISORY, STANDING OR OTHER COMMITTEE MEETINGS – NONE
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11. WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES Motion: Council Member Lomelí motioned to waive full reading of resolutions and ordinances, seconded by Council Member C. Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None

12. CONSENT CALENDAR
A. Consideration to Review and Approve the Draft Minutes of July 29, 2024, for the Special Meeting of the City Council and the Joint Meeting of the City of Cudahy as Successor Agency and Housing Successor Agency to the Cudahy Development Commission
Presented by the City Clerk
Recommendation: The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for July 29, 2024.

B. Approve Resolution No. 24-31 Accepting Notice of Completion (NOC) of the Clara Park Improvement Project with American Pride Builders Co. – City Project Number 100-40200-6995
Presented by the Interim Public Works Director
Recommendation: The City Council is requested to: Adopt Resolution No. 24-31 accepting the Clara Park Improvement Project as complete; Authorize the City Manager to execute the Notice of Completion; and Direct the City Clerk to file the Notice of Completion with the Los Angeles County Recorder.

Motion: Council Member Fuentes motioned to approve the Consent Calendar items, seconded by Council Member Lomelí. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None

13. PUBLIC HEARING – NONE
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14. BUSINESS SESSION
A. Approval of a Professional Services Agreement for Crossing Guard Services with All City Management Services
Presented by the Community Services Director
Recommendation: The City Council is requested to approve a Professional Services Agreement for Crossing Guard Services with All City Management Services through June 30, 2027, for a total not to exceed amount of $269,073.90.

Motion: Vice Mayor Alcantar motioned to approve a Professional Services Agreement for Crossing Guard Services with All City Management Services through June 30, 2027, for a total not to exceed amount of $269,073.90, seconded by Council Member C.

Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None
B. Approval of a Third Amendment Willdan Engineering to Provide Design Phase Engineering Services for the Cudahy Park Renovation Project Presented by the Community Services Director
Recommendation: The City Council is requested to approve a third amendment to Professional Services Agreement (PSA) with Willdan Engineering Inc. to provide additional design services for the preparation of PS&E (Plan, Specifications, and Estimates) for the Cudahy Park Renovation Project, not to exceed $34,900.00.

Motion: Council Member Lomelí motioned to approve a third amendment to Professional Services Agreement (PSA) with Willdan Engineering Inc. to provide additional design services for the preparation of PS&E (Plan, Specifications, and Estimates) for the Cudahy Park Renovation Project, not to exceed $34,900.00, seconded by Vice Mayor Alcantar.

Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None
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City Council/Successor Agency Minutes of 9/3/2024 Page 5 of 8 C. Consideration to approve a Professional Services Agreement between the City of Cudahy and the Young Men's Christian Association (YMCA) for Recreational Programs
Presented by the Community Services Director
Recommendation: The City Council is requested to approve a Professional Services Agreement between the City of Cudahy and the YMCA to provide recreational Programs for $75,000.

Motion: Vice Mayor Alcantar motioned to approve a Professional Services Agreement between the City of Cudahy and the YMCA to provide recreational Programs for $75,000, seconded by Council Member C. Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None
D. Consideration to adopt the Vacant and Underutilized Lot Inventory Performed by Placeworks
Presented by the Community Services Director
Recommendation: The City Council is requested to: Adopt Resolution No. 24-32 the Vacant and Underutilized Lot Inventory: Work Summary and Toolkit performed by Placeworks; and Authorize the City Manager to sign the letter of completion and acceptance.

Motion: Council Member Lomelí motioned to Adopt Resolution No. 24-32 the Vacant and Underutilized Lot Inventory: Work Summary and Toolkit performed by Placeworks; and Authorize the City Manager to sign the letter of completion and acceptance, seconded by Vice Mayor Alcantar. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None
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City Council/Successor Agency Minutes of 9/3/2024 Page 6 of 8 E. Consideration to Approve a Sales Quote with Tyler Technologies for Additional Software for Permitting, Licensing and Code Enforcement and Augment the City’s Fiscal Year 2024/2025 Budget
Presented by the Finance Director
Recommendation: The City Council is requested to: Approve a Sales Quote with Tyler Technologies, in the amount of $129,268 for the Enterprise Permitting, Licensing and Code Enforcement software system and authorize the City Manager to sign any related Agreement/Quote/Proposal without having to return to the City Council for further approval. Adopt proposed Resolution No. 24-33 Augmenting the City of Cudahy Fiscal Year (FY) 2024-2025 City Budget for $129,268.

Motion: Vice Mayor Alcantar motioned to approve a Sales Quote with Tyler Technologies, in the amount of $129,268 for the Enterprise Permitting, Licensing and Code Enforcement software system and authorize the City Manager to sign any related Agreement/Quote/Proposal without having to return to the City Council for further approval, and adopt proposed Resolution No. 24-33 Augmenting the City of Cudahy Fiscal Year (FY) 2024-2025 City Budget for $129,268., seconded by Council Member Lomelí. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None
F. Discuss and Potential Adoption of Ordinance No. 756 Amending Section 2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code Amending Council Member Monthly Compensation Amount
Presented by the City Attorney
Recommendation: The City Council is recommended to discuss and potentially adopt Ordinance No. 756 amending Section 2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code amending Council Member monthly compensation amount.

Motion: Mayor J. Gonzalez motioned to adopt Ordinance No. 756 amending Section

2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code amending Council Member monthly compensation amount., seconded by Council Member Fuentes. Motion passed 4-0 by the following roll call vote:
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City Council/Successor Agency Minutes of 9/3/2024 Page 7 of 8 AYES: Fuentes, C. Gonzalez, Alcantar, and J. Gonzalez
NOES: None
ABSENT: None
ABSTAIN: Lomelí
G. Discuss Consider, and Approve Appointment on the Greater Los Angeles County Vector Control District Board of Trustees
Presented by the City Clerk
Recommendation: The City Council is requested to discuss and consider reappointing Council Member Lomelí to continue serving on the Greater Los Angeles County Vector Control District Board of Trustees, or appoint another eligible City Council Member.

Motion: Mayor J. Gonzalez motioned to reappoint Council Member Lomelí to continue serving on the Greater Los Angeles County Vector Control District Board of Trustees, seconded by Vice Mayor Alcantar. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, C. Gonzalez, Lomelí, Alcantar, and J. Gonzalez NOES: None
ABSENT: None
ABSTAIN: None

15. COUNCIL DISCUSSION – NONE
At 7:49 p.m., City Attorney, Stephanie Arechiga recessed to closed session.

16. CLOSED SESSION
A. Closed Session Pursuant to Government Code Section 54957 – Public Employee Performance Evaluation
Title of Employee: City Manager
B. Closed Session Pursuant to Government Code Section 54957.6 – Conference with Labor Negotiator
City’s Designated Representative: Stephanie Arechiga, City Attorney Unrepresented Employee: City Manager
At 10:04 p.m., Mayor J. Gonzalez, reconvene to open session.

17. CLOSED SESSION ANNOUNCEMENT
City Attorney Stephanie Arechiga announced all five council members were present, direction was given and no further reportable action.
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18. ADJOURNMENT
The City Council / Agency meeting adjourned at 10:05 p.m.

Jose R. Gonzalez
Mayor
ATTEST:

Richard Iglesias
City Clerk
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Attachment
B
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STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: From: Alfonso Noyola, City Manager/Executive Director By: Estefania Zamora, Assistant City Clerk
Subject: 2024 Conflict of Interest Code Biennial Notice

RECOMMENDATION
The City Council is recommended to receive and file staff’srecommendation to amend the 2024 conflict of interest code.

BACKGROUND
The Conflict of Interest Code (COI) must be reviewed every two years and amended when circumstances change. The Fair Political Practices Commission (FPPC) requires that a biennial notice must be filed with City Council by October 1, 2024.

ANALYSIS
A review of the COI has been conducted and determined that an amendment is required to include new positions, revise the titles of existing positions, and delete positions that have been eliminated.

CONCLUSION
City staff will amend the COI and provide City Council within 90 days staff’s final recommend COI for the next two years.

FINANCIAL IMPACT
There is no financial impact.

Item Number
12B
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STRATEGIC PLAN CORRELATION
There is no strategic plan correlation.

ATTACHMENTS
A. 2024 Local Agency Biennial Notice
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2024Local Agency Biennia! Notice
City of Cudahy Name of Agency
Mailing Address:

Contact Person:
5220 Santa Ana Street
Richard lglesias, City Clerk Phone No (323) 773-5143 ext. 254 Email cityclerk@cityofcuda hyca. gov
Alternate Email [email protected]
Accurate disclosure is essential to monitor whether officials have conflicts of interest and to help ensure public trust in government. The biennial review examines current programs to ensure that the agency's code includes disclosure by those agency officials who make or participate in making governmental decisions.

This agency has reviewed its conflict of interest code and has determined thal (check one BOX):

I An amendment is required. The following amendments are necessary:
(Check all that apply.)
O lnclude new positions
O Revrse disclosure categories
a Revrse the titles of existing positions
O Delete titles of positions that have been abolished and/or positions that no longer make or participate in making governmental decisions
O Other (describe)
E The code is currently under review by the code reviewing body.

E No amendment is required. (lf your code is over five years old, amendments may be necessary.)
Verification (to be completed if no amendment is required) This agency's code accurately designates all positions that make or padicipate in the making of governmental dec,sions. The disclosure ass,gned to those pos/tlons accurately requires that all investments, buslness poslflons, interests in real propefty, and sources of income that may foreseeably be affected materially by the decis/bns made by those holding designated positions are repoded. The code includes all other provisions required by Government Code S tion 87i02
l- rt-' z-1
ture of f Executive Officer Date
All agencies must complete and return this notice regardless of how recently your code was approved or amended. Please return this notice no later than October 1, 2024, ot by the date specifled by your agency, if earlier, to:
(PLACE RETURN ADDRESS OF CODE REVIEWING BODY HERE)
PLEASE DO NOT RETURN THIS FORM TO THE FPPC.
wlwv fopc.ca.oov
FPPC Advice: [email protected] (866.27 5 377 2)

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STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Joshua Calhoun, Finance Director/City Treasurer
Subject: Adoption of Ordinance No. 756 by Second Reading Amending Section 2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code Amending Council Member Monthly Compensation Amount

RECOMMENDATION
The City Council is recommended to adopt Ordinance No. 756 by second reading amending Section 2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code amending Council Member monthly compensation amount.

BACKGROUND/ANALYSIS
On July 13, 1993, the City Council approved Ordinance No. 476 setting the compensation of City Council Members at four hundred eighty-three dollars and sixty cents ($483.60). On June 6, 2024, the City Council directed staff to bring back an ordinance increasing the monthly stipend amount.

Senate Bill 329, which became effective January 1, 2024, sets a new baseline salary maximum of $950 per month. The salary may be increased by either (1) an amount not to exceed 5% for each calendar year from the operative date of the last adjustment; (2) an amount equal to inflation since January 1, 2024, based upon the California Consumer Price Index, subject to a 10% per calendar year cap. Taking into account the additional compensation increase conditions of 5% per calendar year from the last adjustment would bring the salary limit maximum to $1,233.18. All other requirements remain the same. Any changes must be done by ordinance and cannot take effect until a general municipal election.

Item Number
12C
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CONCLUSION
The City Council is recommended to adopt Ordinance No. 756 increasing the Council Member monthly compensation amount.

STRATEGIC PLAN CORRELATION
No correlation to the strategic plan.

FINANCIAL IMPACT
Should the Council elect to increase the monthly Council compensation to $1,233.18 per member per month, the fiscal impact would be $44,974.80 per fiscal year.

ATTACHMENTS
A. Ordinance No. 756
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ORDINANCE NO. 756

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY, CALIFORNIA, AMENDING SECTION 2.04.080
(COMPENSATION OF COUNCIL MEMBERS) OF CHAPTER

2.04 (CITY COUNCIL) OF TITLE 2 (ADMINISTRATION AND

PERSONNEL) OF THE CUDAHY MUNICIPAL CODE

AMENDING COUNCIL MEMBER MONTHLY

COMPENSATION AMOUNT
WHEREAS, on July 13, 1993, the City Council for the City of Cudahy adopted Ordinance No. 476, regarding City Administration and making miscellaneous amendments to the provisions of Chapter 2; and
WHEREAS, Ordinance No. 476 set the compensation of City Council Members as four hundred eighty-three dollars and sixty cents ($483.60); and WHEREAS, the City wishes to amend Section 2.04.080 (Compensation of Council Members) to increase the monthly salary amount as there has been no increase since July 13, 1993.

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

SECTION 1. The recitals set forth above are true and correct and incorporated into the body of this Ordinance by this reference.

SECTION 2. Section 2.04.080 (Compensation of Council Members) of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code is hereby amended in its entirety to read as follows:

2.04.080 (Compensation of Council Members)
Each member of the City Council shall receive as a monthly salary, the sum of $1,233.18, as set forth in Section 36516 of the Government Code of the State of California.

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 25 of 130
Ordinance No. 756

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 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 at a regular meeting on this 17th day of September 2024.

Jose R. Gonzalez
Mayor
ATTEST:

Richard Iglesias
City Clerk
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Ordinance No. 756

CERTIFICATION

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. 756 was introduced for a first reading on the 3rd day of September 2024 and approved for a second reading and adopted by said Council at its regular meeting held on the 17th day of September 2024 by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Richard Iglesias
City Clerk
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STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Johncito “John” Peraza, Assistant to the City Manager Subject: Clean Power Alliance - City Council Presentation Request

RECOMMENDATION
The City Council is requested to provide staff direction related to the presentation by the Clean Power Alliance.

BACKGROUND
On Tuesday, August 20, 2024, the City Council requested that the Clean Power Alliance provide a presentation at a future city council meeting regarding sourcing, delivery and servicing of electricity by the Clean Power Alliance.

ANALYSIS
The Clean Power Alliance is a community choice aggregator composed of thirty-five (35) communities through a Joint Powers Authority (JPA). Each member has a seat on the Board of Directors – one member, one vote.

The Clean Power Alliance purchased clean power and Southern California Edison delivers it.

Energy options offered include lean power, clean power and 100% green power. The neighboring cities of Paramount and Hawaiian Gardens have opted for clean power as their preferred energy option.

The Clean Power Alliance offers bill assistance. Approximately 23% of Clean Power Alliance customers receive bill assistance through CARE, FERA and Medical Baseline programs.

Item Number
14A
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CONCLUSION
To provide staff direction related to the presentation by the Clean Power Alliance.

STRATEGIC PLAN CORRELATION
Goal D: Financial Stability and Transparency

2. Provide regular updates to the City Council and community about the City’s finances.

Goal E: City Infrastructure and Service Delivery

6. Implement the Smart Cities project.

FINANCIAL IMPACT
There will be no current impact to the City’s General Fund. Based on further direction by the City Council the financial impact will be reassessed.

ATTACHMENTS
None.
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STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Johncito “John” Peraza, Assistant to the City Manager Subject: Adoption of Resolution No. 24-34 Authorizing the City Manager to execute the Memorandum of Understanding (MOU) between the Federal Emergency Management Agency (FEMA) and the City of Cudahy

RECOMMENDATION
The City Council is requested to adopt Resolution No. 24-34 Authorizing the City Manager to execute the Memorandum of Understanding (“MOU”) between the Federal Emergency Management Agency (“FEMA”) and the City of Cudahy and all subsequent related grant documents for a period of three years.

BACKGROUND
On February 29, 2024, the City applied for FEMA’s Building Resilient Infrastructure and Communities (“BRIC”) Direct Technical Assistance (DTA) grant program.

On July 2, 2024, the City was selected to receive non-financial BRIC DTA.

ANALYSIS
BRIC DTA provides tailored support to communities and tribal nations that may not have the resources to begin hazard mitigation planning, emergency preparedness, climate resilience planning and project solution design on their own. Through process-oriented, hand-in-hand assistance, BRIC DTA will partner with communities interested in enhancing their capability and capacity to design holistic, equitable hazard mitigation solutions that advance communitydriven objectives. The City will need to separately apply for financial assistance from FEMA through a separate application and award process, such as the annual BRIC Notice of Funding Opportunity (“NOFO”) or through another FEMA Hazard Mitigation program.

Item Number
14C
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FEMA will offer wide-ranging non-financial support to BRIC DTA communities, including hazard mitigation planning, emergency preparedness planning, climate risk assessments, community engagement, partnership building, and mitigation and climate adaptation planning. Support for BRIC DTA communities can range from pre-application activities to grant closeout.

As of December 10, 2023, the City has been non-compliant with FEMA and State of California’s Office of Emergency Services (“CAL OES”) requirement to maintain an updated Local Hazard Mitigation Plan (“LHMP”). BRIC DTA includes the execution of an updated Local Hazard Mitigation Plan for the City.

Remaining compliant with FEMA and CAL OES ensures that the City may be eligible to apply for additional emergency preparedness grants.

CONCLUSION
Staff recommends that the City Council adopt Resolution No. 24-34.

STRATEGIC PLAN CORRELATION
Goal E: City Infrastructure and Service Delivery

6. Implement the Smart Cities project.

FINANCIAL IMPACT
There will be no current impact to the City’s General Fund.

ATTACHMENTS
A. Resolution No. 24-34
B. Memorandum of Understanding
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RESOLUTION NO. 24-34

A RESOLUTION OF THE CITY OF CUDAHY CITY

COUNCIL AUTHORIZING THE CITY MANAGER TO

EXECUTE THE MEMORANDUM OF UNDERSTANDING

BETWEEN THE FEDERAL EMERGENCY MANAGEMENT

AGENCY AND THE CITY OF CUDAHY
WHEREAS, The Federal Emergency Management Agency (“FEMA”) administers various programs in furtherance of the federal government’s efforts to support communities and tribal nations that may not have the resources to begin hazard mitigation planning, emergency preparedness and response, climate resilience planning and project solution design on their own; and
WHEREAS, the Building Resilient Infrastructure and Communities (“BRIC”) aims to shift the federal focus away from reactive disaster spending and toward researchsupported, proactive investment in community resilience; and WHEREAS, FEMA is able to provide non-financial assistance for holistic hazard mitigation planning and project support to such communities through the BRIC and the Direct Technical Assistance (“BRIC DTA”) initiative; and WHEREAS, FEMA announced that the City of Cudahy (“City”) was selected for BRIC DTA assistance in July 2024; and
WHEREAS, FEMA has established procedures governing the application, awarding, and management of the grants which requires the City to execute Memorandum of Understanding (“MOU) with FEMA; and
WHEREAS, the consideration of the City Council is sought to authorize the City Manager to execute the MOU between FEMA and the City and all associated grant documents.

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

SECTION 1. That the City Manager, or his/her designee is hereby authorized and empowered to execute in the name of the City of Cudahy the Memorandum of Understanding, incorporated herein by reference as Exhibit “A” and associated all grant documents, including but not limited to, action plans, agreements, amendments and technical requests necessary to secure grant technical assistance and implement the approved grant project.

SECTION 2. That these authorizations are effective for three (3) years from the date of adoption of this Resolution.
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Resolution No. 24-34

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 17th day of September 2024.

Jose R. Gonzalez
Mayor
ATTEST:

Richard Iglesias
City Clerk
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Resolution No. 24-34

CERTIFICATION

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. 24-34 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 17th day of September 2024, and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Richard Iglesias
City Clerk
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MEMORANDUM OF UNDERSTANDING

BETWEEN THE FEDERAL

EMERGENCY MANAGEMENT AGENCY
AND

THE CITY OF CUDAHY
I. Parties:

The parties to this Agreement are the Department of Homeland Security (DHS) Federal Emergency Management Agency (FEMA) and the City of Cudahy.

II. Purpose:

The purpose of this Agreement is to provide a framework for the collaboration of FEMA and the City of Cudahy to carry out their respective roles and responsibilities with respect to Nonfinancial Direct Technical Assistance (DTA) under FEMA’s Building Resilient Infrastructure and Communities (BRIC) program. This Agreement sets forth the terms by which FEMA will provide BRIC DTA to the City of Cudahy. This agreement is not intended to be legally binding.

This Agreement is not an award of, or approval for, FEMA funding. Any financial assistance from FEMA would only be available through a separate application and award process, such as the process detailed in the current BRIC Fiscal Year 2023 Notice of Funding Opportunity (NOFO), or through another FEMA Hazard Mitigation program. This Agreement in no way guarantees that there will be a separate agreement for financial assistance or reimbursement of any kind.

FEMA and the City of Cudahy recognize the value of working with one another to strengthen the resilience of the City of Cudahy by leveraging tailored technical support from FEMA, and other partners, so that the City of Cudahy can design and implement holistic, equitable, climate adaptation and risk reduction solutions that advance local objectives and close capability gaps.

The technical assistance provided by FEMA in relation to this Agreement, and the outcomes related to such technical assistance, will vary based on the availability and resources of FEMA and the City of Cudahy.

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III. Context
Millions of people living across the United States, its territories, and in Tribal lands are affected by natural hazards each year. Underserved communities and its citizens are often disproportionately impacted by such hazards and sometimes have fewer resources to ‘build back better’ following disasters, or otherwise increase their resilience to future risks. With the escalation in the frequency and intensity of natural hazard events, the imperative to reduce risk and strengthen resilience has intensified, especially for people on the frontlines, who will experience the most adverse consequences of climate change.

In recognition of these needs, FEMA established the BRIC DTA initiative to provide wideranging non-financial support and technical assistance to underserved communities to undertake hazard mitigation solutions, including but not limited to climate risk assessments, community engagement, partnership building, and mitigation and climate adaptation planning. Support for BRIC DTA communities can be provided regardless of the timing or status of any grants the community may pursue or receive.

IV. Authority:

Section 203 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act (Stafford Act) (42 U.S.C. § 5133), Predisaster Hazard Mitigation, as amended.

V. Definitions:

As used in this Agreement:
“BRIC DTA Facilitator” means a Regional FEMA staff who coordinates directly with one or more communities as their FEMA BRIC DTA point of contact. “Community Partners” can be organizations from within and outside the government that may facilitate capacity building, offer subject matter expertise, leverage resources, and/or enhance community engagement. Partners may include, but are not limited to, other government entities, nonprofits, non-governmental and community-based organizations, labor unions, advocacy groups, chambers of commerce and major employers or anchor institutions, and philanthropic organizations.
“BRIC DTA Contractors” are experts working under contractual agreements (i.e., contracts, interagency agreements, etc.) with FEMA to support delivery of technical services to a community as part of the BRIC DTA initiative.
“Community Engagement” is the process of working collaboratively with a diverse group of stakeholders to address issues affecting their well-being.

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“BRIC DTA Action Plan” describes the technical assistance activities that the BRIC program will provide, as developed, and agreed upon by the City of Cudahy, FEMA, and any other relevant partners, to address the needs and gaps identified.

VI. Responsibilities:

A. FEMA’s Responsibilities
FEMA will:

1. Approach BRIC DTA as a collaborative effort, recognize the inherent expertise within the City of Cudahy, and remain open to mutual learning and growth.

2. Recognize that the BRIC DTA initiative is community driven. FEMA acknowledges that there is no “one-size fits all” technical assistance model, and that the approach to planning and capacity building for local risk reduction and climate resilience must be customized, flexible, and adaptable.

3. Assign a BRIC DTA Facilitator to work alongside the City of Cudahy to understand the community’s vision for resilience and assess and define technical assistance needs.

4. Consult BRIC DTA Contractors in support of the community’s vision for resilience and the development of specific strategies to address community technical assistance needs and build partnerships.

5. Support and advise the City of Cudahy in the development of a BRIC DTA Action Plan that identifies specific strategies and actions to build capacity and advance potential projects and partnerships under the BRIC program.

6. Ensure that the BRIC DTA Action Plan, and the overall delivery of BRIC DTA, respects cultural norms and traditions and acknowledges past and current disparities.

7. Work together with the City of Cudahy and other partners to access best available science and knowledge about risk and climate change and help integrate into design considerations.

8. Support the City of Cudahy in advancing decision-making processes that include representatives from all affected groups.

9. Collaborate with the City of Cudahy to help identify and leverage partnerships that are best suited to meet local climate resilience and hazard risk reduction needs at all governmental levels, and with other non-profit, foundation and private partners.

10. Foster outreach to and engagement with the City of Cudahy using tailored tools and approaches to establishing shared goals and projects that meet community-wide resilience priorities across stakeholder groups consistent with the BRIC program.

11. Support development of projects that leverage co-benefits and address multiple hazards to create additional value; assist with project identification and planning under the BRIC program.

12.Partner with the City of Cudahy for up to 36-months (from the effective date of this Agreement) to identify needs, build partnerships and deliver wide-ranging technical assistance based on the BRIC DTA Action Plan.

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B. The City of Cudahy’s Responsibilities
The City of Cudahy will:

1. Invite FEMA to work collaboratively with the City of Cudahy to maximize the achievement of their climate resilience and hazard mitigation goals.

2. Engage in the development of a Community Needs Assessment that will build an understanding of the City of Cudahy’s vision for resilience and identify gaps in capacity.

3. Formulate a BRIC DTA Action Plan, with FEMA’s support, that identifies specific strategies to build capacity and advance community-wide mitigation or resilience projects under the BRIC program and expand partnerships.

4. Foster community engagement to involve diverse stakeholders into the planning process and ensure plans represent the interests of the full community.

5. Communicate progress towards the implementation of risk reduction and climate adaptation projects eligible under the BRIC program.

6. Identify and build partnerships across all governmental levels, and the private and nonprofit sectors, to advance goals and support the City of Cudahy’s long-term risk reduction and climate resilience endeavors.

7. Provide feedback to FEMA so that the Agency can improve current BRIC DTA delivery in real-time and better understand overall gaps and barriers to accessing mitigation grants, as well as adapt the initiative to better meet the needs of future participants.

8. Share best practices, successes, and challenges with peers and those interested in participating in the initiative.

9. Prioritize committing community time and resources to the BRIC DTA process, to the extent possible, to ensure successful collaboration.

10. Partner with FEMA for up to thirty-six months to identify needs, build partnerships and implement risk reduction and climate adaptation actions.

VII. Other Provisions
A. Nothing in this Agreement is intended to conflict with current law or regulation or the directives of FEMA or the City of Cudahy. If a term of this Agreement is inconsistent with such authority, then that term shall be invalid, but the remaining terms and conditions of this Agreement shall remain in full force and effect.

B. Nothing in this Agreement is intended to restrict the authority of either party to act as provided by statute or regulation.

C. Any information shared under this Agreement will comply with the Privacy Act, and to the extent required and allowable, the Freedom of Information Act (FOIA), and any other applicable statute, regulation, or Executive Order.

D. This Agreement is between FEMA and the City of Cudahy. It does not confer or create any right, benefit, or trust responsibility, substantive or procedural, enforceable at law or in equity, onto any third person or party (public or private) against the United States, its agencies, its officers or employees, or any person; or DRAFT 39 of 130

against the City of Cudahy, its officers or employees, or any other person.

E. This Agreement creates neither a partnership nor a joint venture, and neither party has the authority to bind the other. This Agreement is not intended to be enforceable in any court of law or dispute resolution forum.

F. The parties will use or display each other’s name, emblem, or trademarks only in the case of particular projects and only with the prior written consent of the other party. The Department of Homeland Security (DHS) seal is protected by 18 U.S.C. §§ 506, 701, and 1017, among other laws, and use of the seal is controlled by the DHS Office of Public Affairs through DHS Management Directive No. 123-06.

Written permission is required to use the DHS Seal. Any party to this agreement that is not a Federal entity may only use an official DHS seal or logo upon written permission from DHS.

G. The parties to this Agreement agree to be responsible for the negligent or wrongful acts or omissions of their respective employees arising under this Agreement. The parties agree -- subject to any limitations imposed by law, rule, or regulation -- to cooperate in good faith to resolve any claims promptly and, whenever appropriate, without litigation. For all claims or suits arising under this Agreement, each party’s designated legal representatives will, within seven (7) calendar days of receipt, provide the other’s designated legal representatives copies of any documents memorializing such claims. Nothing in this Agreement shall be construed as a waiver of any sovereign immunity of the United States. The Federal Tort Claims, 28 U.S.C. §§ 1346(b) and 2671–80 Act provides the exclusive monetary damages remedy for allegedly wrongful or negligent acts or omissions by federal employees within the scope of their employment.

H. The parties to this Agreement shall carry out its responsibilities in an equitable and impartial manner free from discrimination in accordance with Section 308 of the Stafford Act as applicable.

I. This Agreement is not a fiscal or funds obligation document. Any services, equipment or personnel provided to FEMA to accomplish the goals anticipated under this agreement are done so without expectation of reimbursement or the payment of fees related to the provision of such services, equipment, or personnel, unless otherwise agreed. Any specific work or activity that involves the transfer of funds, services, or property among the parties will require execution of a separate agreement and will be contingent upon the availability of appropriated funds. Such activities must be independently authorized by appropriate statutory or other legal authority. This Agreement does not provide such authority.

J. This Agreement, upon execution, contains the entire agreement of the parties and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter.

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IV. Effective Date:

The terms of this Agreement will become effective upon the signature of both parties.

V. Modification:

This Agreement may be modified upon the mutual, written consent of the parties.

VI.Termination:

The terms of this Agreement, as modified with the consent of both parties, will remain in effect until the completion of the community BRIC DTA Action Plan, and not to exceed thirty-six months past the signing of this Agreement. Either party may terminate this Agreement upon 10 days’ written notice to the other party.

Approved by:

Name and position of the official signing for the City of Cudahy Date
Kathryn Lipiecki, Mitigation Division Director, FEMA Region 9 Date
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STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor and Council Members
From: Alfonso Noyola, City Manager
Prepared by: Paloma McEvoy, Assistant City Attorney

Subject: Approval of the Second Amendment to the Purchase and Sale Agreement for the property located at 8420 Atlantic Avenue and 4819 Patata Street (APN Nos. 6224-034-900, -901, -902, -903) in Cudahy, California.

RECOMMENDATION
Staff recommends that the City Council take the following actions:

1. Approve the Second Amendment to the Purchase and Sale Agreement (Attachment A) for the real property located at 8420 Atlantic Avenue, 4819 Patata Street (APN Nos. 6224- 034-900, -901, -902, -903) in Cudahy, California (“Property”), and authorize the City Manager to execute all related documents; and

2. Determine that the Project is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption).

BACKGROUND

1. On November 15, 2022, the City Council approved Resolution No. 22-66 declaring the City’s intent to sell the Property and setting a public hearing to approve the Purchase and Sale Agreement (“PSA”) on December 6, 2022.

2. On December 6, 2022, the City Council approved a PSA with a nonprofit public benefit corporation (“Developer”) for the purpose of developing the Property into a mixed-use development for lower-income households. Pursuant to the PSA, the Project is anticipated to include up to approximately one hundred and forty-eight (148) units of affordable housing reserved for income eligible senior citizens, pursuant to a recorded affordability covenant records against title, covenants and restrictions reasonably acceptable to the City and other Item Number
14D
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public agencies, as identified in Section 4.3.7(a)-(d) of the PSA, and mixed-use office space for medical treatment and continuum of care, including an adult care facility, public social services, and space for community non-profit organizations.

3. On June 4, 2024, the City Council approved a First Amendment to the PSA (“First Amendment”) to provide additional time and flexibility for the Developer to (a) enter into a development agreement with the City; and (b) receive all entitlements due to the prospective extension of the Metro Southeast Gateway Line project (previously West Santa Ana Branch Transit Corridor) (“Metro Project”).

4. The Developer is requesting an extension to submit a Remedial Action Workplan to Department of Toxic Substance Control (“DTSC”), if one is needed.

DISCUSSION/ANALYSIS
Currently, the PSA requires the Developer to meet certain post-closing escrow conditions (“Post Closing Conditions”) within specified time frames. The Developer has been working with the Department of Toxic Substance Control (“DTSC”) and will conduct soil sampling testing in order to determine whether a Remedial Work Plan will be required to remediate any issues at the Site.

In June 2024, the City Council approved the First Amendment that grants the Developer additional time to obtain entitlements and execute a development agreement with the City in order to take advantage of Transit Oriented Development funding sources that will become available with the implementation of the Metro Project (formerly known as the West Santa Ana Branch Lightrail Project). The Metro Project will provide 14.5 miles of new light rail connecting Slauson/A Line Station in the City of Los Angeles/Florence-Firestone unincorporated area of Los Angeles County to its southern terminus at the Pioneer Station in the City of Artesia. The Metro Project is planned to provide a light rail station north of Firestone Boulevard and east of Atlantic Boulevard in near proximity to the Project and is forecasted to be complete by 2035. In accordance with the grant of additional time, the Developer has requested an extension to submit a Remedial Work Plan, if one is necessary, to DTSC. The grant of additional time would be in line with the extension of time provided in the First Amendment, allowing the Developer to take advantage of additional funding resources that may become available to encourage transitoriented development around the Metro Project.

ENVIRONMENTAL ANALYSIS
The action(s) have been assessed in accordance with the California Environmental Quality Act (“CEQA”) (Pub. Res. Code § 21000 et seq.), CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) and the environmental regulations of the City. The Project is categorically exempt from the requirements of CEQA pursuant to CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption). The execution of the PSA in 2022 was found to be categorically exempt pursuant to CEQA Guidelines Section 15532 (Class 32 – Infill Projects). The execution of the First Amendment was also determined to be categorically exempt pursuant to CEQA Guidelines Section 15061(b)(3). Additionally, the approval of this Second Amendment to the PSA would not result 44 of 130
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in any physical improvements or developments, therefore, it can be seen with certainty that this Second Amendment to the PSA would not result in any direct or indirect environmental impacts beyond those previously determined to be categorically exempt pursuant to the Class 32 Exemption. Further, any future development at the Property would be subject to environmental review.

CONCLUSION
Staff recommends that the City Council approve the attached Second Amendment to the PSA and determine the approval to be categorially exempt from CEQA.

ATTACHMENT(S)
A. Second Amendment to the Purchase and Sale Agreement
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2024

SECOND AMENDMENT TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
(APNS 6224-034-900; -901; -902; -903)
THIS SECOND AMENDMENT (“Second Amendment”) to the Purchase and Sale Agreement and Joint Escrow Instructions (“Agreement”) dated December 6, 2022, is hereby entered into this 1st day of September 2024 (“Effective Date”), by and between the City of Cudahy, a municipal corporation (“City” or “Seller”) and Prima Development, a California non-profit public benefit corporation (“Developer” or “Buyer”). For purposes of this Second Amendment, the capitalized term “Parties” shall be a collective reference to the City and Developer and the capitalized term “Party” shall refer to the City or Developer interchangeably, as appropriate.

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

WHEREAS, the real property that is the subject of the Agreement and this Second Amendment is located approximately at 8420 S. Atlantic Avenue, 4819 Patata Street, and a vacant parcel located at Patata Street (APNs 6224-034-900; -901; -902; -903), and more specifically described in Exhibit “A” attached to the Agreement and incorporated by reference herein (“Property” or “Site”); and WHEREAS, the Developer was selected to acquire and improve the Property in accordance with the City’s Long Range Property Management Plan (“LRPMP”), applicable Redevelopment Plan and Implementation Plan, and Master Compensation Agreement; and WHEREAS, on December 6, 2022, the City Council approved the sale of the Site to Developer at a regularly scheduled meeting through the approval of Resolution No. 22-72; and WHEREAS, on December 6, 2022, the Parties executed and entered into a purchase and sale agreement (“Agreement”) for the City to sell the Property to the Developer, attached and incorporated by reference hereto as Exhibit “B”; and
WHEREAS, pursuant to the Agreement, the Developer will develop a 148-unit affordable housing project reserved for income-eligible persons (“Project”); and WHEREAS, the City has represented to the Developer, to the best of its knowledge, it is not aware and had not received any notice or communication from any governmental agency, having jurisdiction over the Property or City, notifying it of the presence of Hazardous Materials or Hazardous Materials Contamination in, on, or under the Property, or any portion thereof, or in violation of any Environmental Laws; and
WHEREAS, since the Parties executed the Agreement, Metro has approved the Metro Southeast Gateway Line project (previously West Santa Ana Branch Transit Corridor), which includes a light rail station on Salt Lake Avenue between Florence Avenue and California Street which is in near proximity to the Site; and
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WHEREAS, on June 4, 2024, the City Council approved a First Amendment to the Agreement (“First Amendment”) for the purpose of allowing the Developer to diligently pursue Transit Oriented Development financing in connection with the Gateway Line project and satisfy other terms of the Agreement, attached and incorporated by reference hereto as Exhibit “C”; and WHEREAS Section 5.1 of the Agreement requires the Developer to enter into a Remedial Work Plan with a regulatory agency that has oversight authority over such remedial work at the Site by December 31, 2025; and
WHEREAS, Developer has been diligently working with the Department of Toxic Substance Control and a Remedial Work Plan may not be necessary for the Developer’s intended use of the Property; and
WHEREAS, the Site currently contains a vacant 19,401 square-foot (“sf”) warehouse that is in disrepair, creates a blighted condition front on a main thoroughfare, and has been the subject of several calls for service due to trespassing activities; and
WHEREAS, Developer and City mutually desire and agree to amend the Agreement to allow additional time, flexibility to achieve Project goals to effectuate the Project and make other clarifying changes.

NOW, THEREFORE, in consideration of the mutual agreement contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree to amend the Agreement as follows:

AGREEMENT

1. The recitals stated above are true and correct and incorporated by reference in full, herein.

2. Capitalized terms used in this Agreement and not otherwise defined, shall have the meanings ascribed in the Agreement.

3. Recital H of the Agreement is hereby deleted in its entirely and replaced with the following:

H. The scope of the program (“Project Scope”) is expected to include up to approximately one hundred and forty-eight (148) units of affordable rental housing reserved for occupancy by income eligible families, pursuant to recorded affordability condition, covenants and restrictions reasonably acceptable to the City and each of the other public agencies, as applicable; and mixed-use space reserved for retail uses, entertainment, public social services and/or general office space. The Project is also expected to include service and amenity space for residents and community residential alike.

4. Section 5.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

Remedial Work Plan. The Parties acknowledge that Buyer’s intended use of the Property may require the preparation of a Remedial Work Plan for the Remedial Work which Buyer shall undertake on the Property promptly following Close of Escrow. As of the time of approval of this Agreement by Seller, Buyer has informed Seller that Buyer’s estimated cost of performing such Remedial Work on the Property, if one is required, inclusive of the cost of preparation of the Remedial Work Plan and regulatory agency oversight of the completion of such Remedial Work is approximately $8,992,355. If it is determined that a 47 of 130
Remedial Work Plan is required, Buyer shall designate one of the three (3) regulatory agencies to review and approve the Remedial Work Plan: (a) Los Angeles County Fire Department: The Site Mitigation Unit (SMU) of the Health Hazardous Materials Division; or (b) California Regional Water Quality Control Board (Los Angeles Region); or (c) State Department of Toxic Substance Control. Such Remedial Work Plan shall have been submitted to such regulatory agency and accepted by Buyer prior to December 31, 2032.

Buyer assumes responsibility for the payment of all cost and expense associated with the preparation of the Remedial Work Plan and the performance of the Remedial Work and Seller makes no representation or warranty with respect to the accuracy of the estimated cost of the Remedial Work or to the adequacy of the Remedial Work Plan to accommodate Buyer’s intended use of the Property.

5. Section 5.5 of the Agreement is hereby deleted in its entirety and replaced with the following:

Use of Property Prior to Project Approval and Construction. Developer shall not commence construction on, or otherwise materially disturb the Property except following satisfaction of the Post-Closing Conditions, demolition of the vacant 19,401 square-foot (“sf”) warehouse, or in accordance with the Development Agreement following its execution.

Notwithstanding the foregoing, Developer may rent, lease or otherwise allow use of the Property, provided that: (i) any pre-development use of the Property does not limit or predetermine in any fashion, or have the potential to do so, as determined in the City’s sole discretion, with the timely development of a mixed-use affordable housing project on the Property; (ii) Developer shall obtain the City’s written consent, which consent shall not be unreasonably withheld, prior to contracting or otherwise allowing use of the Property in any manner prior to commencing construction; and (iii) pre-construction lease or use of the Property shall be subject to a written agreement in a form approved by the City, which agreement shall be subject to termination upon ninety (90) days’ notice from City following recordation of the Quitclaim Deed. Any pre-development use shall be subject to all applicable regulatory and permitting requirements. Nothing in this Agreement automatically grants the right to any particular pre-development use.

6. Section 5.6 of the Agreement is hereby deleted in its entirely and replaced with the following:

Use of Interim Income. Developer shall utilize a minimum of fifty percent (50%) of rental or other pre-development income derived from the Property (the “Income for Predevelopment”) for predevelopment expenses of the Project inclusive of third-party costs of ownership, inclusive of security, property taxes, insurance and maintenance of the Property. All Income for Predevelopment expended by Developer for predevelopment expenses of the Project shall be deemed to have been (a) paid to the City in consideration of its activities and support provided hereunder, and (b) reloaned back to Developer as a predevelopment loan, which loan may in the Parties’ discretion be more specifically documented in separate predevelopment loan instruments. At such time as is provided in the Development Agreement, in connection with the closing of construction financing for the Project, such predevelopment loan will be converted to a permanent loan repayable from Project cash flow in proportion to other public subordinate debt. In the event the City causes the Quitclaim Deed to be recorded, such predevelopment loan will be forgiven.

7. Section 6.1.3 of the Agreement is hereby deleted in its entirely and replaced with the following:
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Seller has not actually received any formal written notice that any of the easements, covenants, conditions, restrictions or agreements to which the Property is subject to, interferes with or is breached by the use or operation of the Property as it is presently an inactive use and contains a vacant, dilapidated approximately 19,401 sf warehouse.

8. Section 6.1.8 of the Agreement is hereby deleted in its entirety and replaced with the following:

No Alterations. Seller will not intentionally alter the physical condition of the Property from and after the date of this Agreement, except for reasonable wear and tear and as provided in Section 5.5 of this Agreement. If, through no fault of the Seller, the physical condition of the Property is different on the date scheduled for the Close of Escrow than as of the date of this Agreement, then, except as provided in Paragraph 13 of this Agreement, in such event Buyer may terminate this Agreement. If Buyer elects to terminate this Agreement by written notice to Seller and Escrow Holder given within twenty (20) business days of discovery of the altered condition, Escrow shall immediately terminate upon Seller’s receipt of Buyer’s notice of election to terminate this Agreement and all sums and documents deposited in Escrow shall immediately terminate upon Seller’s receipt of Buyer’s notice of election to terminate this Agreement and all sums and documents deposited in Escrow shall be immediately returned without further instruction to the Parties who deposited the same and Seller and Buyer shall each pay one-half (1/2) of Escrow costs.

If Buyer fails to notify Seller and Escrow Holder of its election to terminate this Agreement within said twenty (20) business days’ time period provided above, Buyer shall be deemed to have accepted the modified condition of the Property and elected to purchase the Property.

9. Section 15.1 of the Agreement is here by deleted in its entirety and replaced with the following:

All notices to be given pursuant to this Agreement shall be either (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; or (iii) overnight courier (such as Federal Express, DHL, etc.). If sent via certified or registered mail, receipt shall be deemed effective forty-eight (48) hours after being deposited in the United State mail. If sent via overnight courier, receipt shall be deemed effective twenty-four (24) hours after sending thereof. All notices to be given pursuant to this Agreement shall be given to the Parties at the following respective addresses:

To Buyer:

Prima Development
c/o Fernando Vasquez
12401 Woodruff Avenue, Suite 10
Downey, CA 90241
Email: [email protected]
To Seller:

City of Cudahy
Community Development Department
5220 Santa Ana Street
Cudahy, CA 90201
Email: [email protected]
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With Courtesy Copy to:

Olivarez Madruga Law Organization, LLP
500 S. Grand Avenue, 12th Floor
Los Angeles, CA 90071
Attn: Paloma Perez-McEvoy, Esq.

Email:[email protected]

10. The provisions of this Second Amendment shall be deemed a part of the Agreement and except otherwise provided under this Second Amendment, the Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the Agreement, the provisions of this Second Amendment shall control, but only in so far as such provisions conflict with the Agreement and no further.

11. This Second Amendment is entered into under and pursuant to the laws of the State of California and shall be interpreted and enforceable in accordance therewith.

12. This Second Amendment to the Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives, as of the Effective Date written above.

CITY OF EL CUDAHY:

By: ________________________________
Alfonso Noyola, City Manager

Date:

APPROVED AS TO FORM:

By: ________________________________
Stephanie Arechiga, City Attorney
PRIMA DEVELOPMENT:

By: ____________________________
Fernando Vasquez
Date:
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EXHIBIT “A”

LEGAL DESCRIPTION
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EXHIBIT “B”

PURCHASE AND SALE AGREEMENT
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EXHIBIT “C”

FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT
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2024

FIRST AMENDMENT TO

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
(APNS 6224-034-900; -901; -902; -903)
THIS FIRST AMENDMENT (“First Amendment”) to the Purchase and Sale Agreement and Joint Escrow Instructions (“Agreement”) dated December 6, 2022, is hereby entered into this 1st day of June, 2024 (“Effective Date”) by and between the City of Cudahy, a municipal corporation (“City” or “Seller”) and Prima Development, a California non-profit public benefit corporation (“Developer” or “Buyer”). For purposes of this First Amendment, the capitalized term “Parties” shall be a collective reference to the City and Developer and the capitalized term “Party” shall refer to the City or Developer interchangeably, as appropriate.

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

WHEREAS, the real property that is the subject of the Agreement and this First Amendment is located approximately at 8420 S. Atlantic Avenue, 4819 Patata Street, and a vacant located at Patata Street (APNs 6224-034-900; -901; -902; -903), and more specifically described in Exhibit A attached to the Agreement and incorporated by reference herein (“Property” or “Site”); and WHEREAS, the Developer was selected to acquire and improve the Property in accordance with the City’s Long Range Property Management Plan (“LRPMP”), applicable Redevelopment Plan and Implementation Plan, and Master Compensation Agreement; and WHEREAS, on December 6, 2022, the City Council approved the sale of the Site to Developer at a regularly scheduled meeting through the approval of Resolution No. 22-72; and WHEREAS, on December 6, 2022, the Parties executed and entered into a purchase and sale agreement (“Agreement”) for the City to sell the Property to the Developer, attached and incorporated by reference hereto as Exhibit “A”; and
WHEREAS, pursuant to the Agreement, the Developer will develop a 148-unit affordable housing project reserved for income-eligible seniors (“Project”); and WHEREAS, since the Parties executed the Agreement, Metro has approved the Metro Southeast Gateway Line project (previously West Santa Ana Branch Transit Corridor), which includes a light rail station north of Firestone Boulevard east of Atlantic Boulevard which is in near proximity to the Site; and WHEREAS, properties located within close proximity from public transit facilities are eligible for additional funding in order to spur more transit-oriented development; and WHEREAS the purpose of the Affordable Housing and Sustainable Communities (“AHSC”) Program is to fund projects that support infill and compact development resulting in a reduction of greenhouse gas (“GHG”) emissions; and
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WHEREAS, the Developer has been diligently pursuing financing to support the development of the Property but requires additional time to acquire project financing and satisfy other terms of the Project requiring financing, in order to implement the Project in the manner contemplated in the Agreement; and WHEREAS, Developer and City mutually desire and agree to amend the Agreement to allow additional time to achieve Project goals, inclusive of the execution of a development agreement and acquisition of entitlements necessary to effectuate the Project.

NOW, THEREFORE, in consideration of the mutual agreement contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree to amend the Agreement as follows:

AGREEMENT

1. The recitals stated above are true and correct and incorporated by reference in full, herein.

2. Capitalized terms used in this Agreement and not otherwise defined and shall have the meanings ascribed in the Agreement.

3. Section 5.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

Development Agreement. Prior to July 1, 2032, or substantial completion of the Metro Southeast Gateway South Gate light rail station, generally located north of Firestone Boulevard east of Atlantic Boulevard, whichever comes first, Buyer and Seller shall have entered into a development agreement satisfactory to each of them in their sole and absolute discretion. Such development agreement will be in the form and address the matters customary for disposition and development agreement between California governmental entities and developer of mixed-use affordable housing projects, including specifying (a) improvements to be made on the Property and the use restrictions placed thereon, including occupancy restrictions relating to income, age, disability, homelessness, or other relevant and appropriate characteristic; (b) scope of development; (c) schedule of performance; and (d) consequence for the failure to perform the requirements of the development agreement.

4. Section 5.3 of the Agreement is hereby deleted in its entirety and replaced with the following:

Approval of Land-Use Entitlements. Prior to July 1, 2032, Buyer shall have obtained all such City and agency approvals, including without limitation approvals or waivers with respect to zoning and subdivision, as may be required for implementation of the development agreement, including with respect to any adjoining property that is incorporated into the development plan for the Property.

5. Section 34 is added to the Agreement with the following:

Severability. If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provisions held to be illegal or invalid.

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6. The provisions of this First Amendment shall be deemed a part of the Agreement and except otherwise provided under this First Amendment, the Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall control, but only in so far as such provisions conflict with the Agreement and no further.

7. This Amendment is entered into under and pursuant to the laws of the State of California and shall be interpreted and enforceable in accordance therewith.

8. This Agreement may be executed simultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument. [SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Arnendment to be executed by their respective duly authorized representatives, as of the Effective Date written above.

CITY OF EL CUDAHY: PRIMA DEVELOPMENT:
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City
Date
APPROVED AS TO FORM:

By:

Fernando Vasquez
Dofp.07l19124
By:
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Stephania nreftri[a
City Attorney v
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EXHIBIT “A”

PURCHASE AND SALE AGREEMENT
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MIXED-USE SENIOR CITIZEN AFFORDABLE HOUSING

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
by and between

THE CITY OF CUDAHY

PRIMA DEVELOPMENT
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MIXED-USE SENIOR CITIZEN AFFORDABLE HOUSING

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS
(CITY OF CUDAIIY: SITE 5)

THIS MXED-USE SENIOR CITIZEN AFFORDABLE HOUSING PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is dated for reference purposes only as of December 1,2A22 and is entered into by and between the CITY OF CUDAHY, a municipal corporation ("Seller" or "City") and PRIMA DEVELOPMENT, a California nonprofit public benefit corporation ("Buyer" or ffDeveloper"), collectively referred to herein as the Parties. The Seller and Buyer hereby agree as follows:

RECITALS
A. The real property that is the subject of this Agreement is located approximately at 8420 South Atlantic Avenue, 4819 Patata Street, and vacant land at Patata Sheet, with the following Los Angeles County Assessor Parcel Numbers: 6224-034-900,6224- 034-901, 6224-034-902, and6224-034-903, and more specifically described in Exhibit A attached hereto and incorporated herein by this reference ("Property" or ttsite").

B. As part of the 2011-12 State budget bill, the California Legislature enacted, and the Govemor signed AB X1 26 ("AB 26") requiring that each redevelopment agency be dissolved. On June 27,2012 the State Legislature adopted Assembly Bill 1484 ("AB 1484") amending the provisions of AB 26. AB 26 ardAB 1484 are collectively referred to herein as the "Redevelopment Dissolution Law." C. In accordance with the Redevelopment Dissolution Law, the Property was transferred to the City of Cudahy as Successor Agency to the Former Cudahy Community Development Commission, a body corporate and politic (the "Successor Agency") by the Cudahy Community Development Commission.

D. The Successor Agency has transferred the Property to the City, as authorized by the Los Angeles County Consolidated Oversight Board for the First District ("Oversight Board") by Resolution No. 08-2020-04, based on the Long Range Property Management Plan ("2015 Cirdahy LRPMP") approved by the Department of Finance ("State DOF") in 2015, allowing the Sites to be acquired by the City for future development. The City has accepted the transfer of the Property subject to the securing a Compensation Agreement with the applicable taxing entities, as set forth in City Council Resolution No. 20-37.

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E. The State Department of Finance (the "DOF") determined, by letter dated December 17,2020 ("DOF Approval Date"), that the disposition of land contemplated in Oversight Board Resolution No. 08-2020-04 requires no action on the part of the DOF given the land transfer's consistency with the Successor Agency's approved Long-Range Property Management Plan ('(LRPMP");
F. Buyer and its officers and members have recent and relevant experience developing and managing safe, decent and affordable rental and market-rate housing in California; and
G. The Developer has submitted a written proposal dated December 3,2020 (the "Developer Proposal") to acquire the Property subject to certain conditions. The Developer Proposal set forth certain general terms on which the Developer proposed to acquire the Property and thereafter, use and improve the Property for mixed-use affordable rental housing reserved for occupancy by low-income eligible senior citizen households and persons and related commercial and/or medical care uses ("Project").

H. The scope of the project ("Project Scope") is expected to include: up to approximately one hundred and forty-eight (148) units of affordable rental housing reserved for occupancy by income eligible senior citizens, pursuant to recorded affordability conditions, covenants and restrictions reasonably acceptable to the City and each of the other public agencies identified in Paragraph 4.3.7(a)-(d), as applicable; and mixed-use office space reserved for medical treatment and continuum of care including adult care facility and public social services and/or general office space reserved for occupancy by community non-profit organizations. The Project is also expected to include service and amenity space and on-site parking for senior citizen residents and users ofthe Project.

I. The Parties are discussing the Project Scope, and as provided herein, expect to enter into a development agreement setting forth a Project Scope once agreed to. No reference herein to any preliminary expectations shall bind either Party. The Parties nonetheless have agreed it is mutually desirable for the Developer to purchase, and for the City to sell, the Property while they reach final agreement on the Project Scope and on attendant requirements.

J. The City as Seller desires to sell the Properly to Buyer, and Buyer desires to purchase the Property from Seller, all on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

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2 62 of 130

AGREEMENT

1. DEFINITIONS AND SPECIAL CONDITION.

1.1 The usage of defined terms in this Agreement is generally indicated by the BOLD text and/or quotation marks where such defined term may initially appear in the text of this Agreement. In addition to the definitions of terms and phrases which appear in the Recitals or other Paragraphs of this Agreement, the following words shall have the meaning set forth below:

1.2 Compensation Agreement shall mean a compensation agreement described in California Health and Safety Code Section 34180(f) by and among the Taxing Entities and Seller for the distribution of the cash and non-cash proceeds of the sale of the Property, net of Property related sale and Escrow closing costs and other Property related management costs and dispositions.

1.3 Outside Closing Date shall mean and refer to December 31,2022. t,4 Taxing Entities shall mean those public agencies who shall be parties to the Compensation Agreement referenced in Health and Safety Code 34171(k) that received pass through payments or property taxes within the jurisdiction of the former Cudahy Community Development Commission, The City is one of the Taxing Entities.

1.5 Notwithstanding any other provision of this Agreement to the contrary this Agreement shall take effect as between Buyer and Seller following its approval by the City Council of the City by the adoption of Resolution No. on 2022, or as soon thereafter as may be practicable, when it has been fully executed by Buyer and the City as evidenced by the signature of the offrcers of each of them which appear on the page following Paragraph 36 below (the "Effective Date").

1.6 Notwithstanding any other provision of this Agreement to the contrary, in the event of any inconsistency between one or more provisions of this Agreement as relates to the Purchase Price, Escrow costs, post Escrow closing adjustments for Remedial Work Costs or the distribution of the proceeds of the Purchase Price to the Taxing Entities under the Compensation Agreement, the provisions of the Compensation Agreement shall control.
2, PURCHASE AND SALE AND PURCHASE PRICE.
2,1 Seller agrees to sell the Properly to Buyer, and Buyer agrees to purchase the Property from Seller, on the terms and conditions set forth in this Agreement.

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63 of 130
)) The total purchase price ("Purchase Price") for the Properfy shall be One Hundred Dollars ($100) payable by Buyer to Seller as provided in this Section 2.

2.3 Not later than one day prior to the Outside Closing Date, Buyer shall deposit with Escrow Holder by means of a confirmed wire transfer the Purchase Price plus Buyer's share of Escrow costs, fees, and prorations, and any other amounts required to be paid by Buyer pursuant to this Agreement.

3. CONDITION OF TITLE TO PROPERTY.

3.1 Title Transfer At Close of Escrow. Title to the Property shall be conveyed to Buyer upon the Close of Escrow.

3.2 Title Exceptions. Title to the Property shall be conveyed to Buyer by Quit Deed in substantially the form attached hereto as Exhibit "C", free and clear of all liens except for:

3.3 Liens securing real property taxes and assessments (which constitute liens not yet due and payable); Such other exceptions and reservations shown on a Preliminary Title Report ("Preliminary Report") issued by a title insurance company as shall be mutually designated by Seller and Buyer ("Title Company") which are approved by Buyer. (All exceptions to title permitted pursuant to this Paragraph 3.2(b) are refened to in this Agreement as "Permitted Exceptions.").

3.4 Review of Title. Seller agrees to furnish Buyer with a copy of the Preliminary Report, together with a copy of all recorded exceptions to title within five (5) days following the Opening of Escrow.

Buyer shall have three (3) Business Days following receipt of the Preliminary Report in which to notifr Seller in writing of Buyer's disapproval of any exceptions set forth in the Preliminary Report.

3.4,r

3.4.2 3.4,3
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In the event of Buyer's disapproval of the Preliminary Report, Seller, at its sole election (to be exercised by written notice to Buyer), shall have five (5) days to remove or otherwise remedy the disapproved exceptions.

If Seller cannot or chooses not to eliminate or otherwise remedy the disapproved exceptions (other than exceptions which may have been created by Buyer) within the time specified in subsection (c) above, this Agreement shall thereupon terminate and all sums and documents deposited in Escrow shall be returned to the parties who respectively deposited the same, and Buyer and Seller shall each pay one-halt (ll2) ot the Escrow costs and the parties shall be mutually released from any further obligation arising under this Agreement except as may have arisen under Paragraph 17(c). Failure of Buyer to provide written disapproval of 4 64 of 130
the Preliminary Report within the above time period shall be deemed approval.

3.5 Title Insurance. Title to the Real Property shall be evidenced by the commitment of the Title Company to issue a standard Califomia Land Title Association policy of title insurance with liability in the amount of the Purchase Price showing title to the Real Property vested in Buyer (or its permitted designee) , subject only to the Permitted Exceptions.

4. CONDITION OF PROPERTY, CONTINGENCIES, CONDITIONS PRECEDENT

4.1 Condition of Property. Except as provided in this Agreement, the Property shall be conveyed and delivered to Buyer in an "as-is" physical condition. BUYER

SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN "AS IS WITH ALL FAULTS" BASIS AND TIIAT, EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 6.1 OR OTHERWISE IN THIS AGREEMENT, BUYER IS NOT

RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND

WHATSOEVER, EXPRESS OR IMPLIED, FROM SELLER,ITS AGENTS OR BROKER AS TO ANY MATTERS CONCERNING THE PROPERTY.
. 4.1.I City represents, to and for the benefit of Developer, to the best of its knowledge, that it is not aware of and it has not received any notice or communication from any govemmental agency having jurisdiction over the Property or City notiffing it of the presence of Hazardous Materials or Hazardous Materials Contamination (both as hereinafter defined) in, on, or under the Properly, or any portion thereof, or the violation of any Environmental Laws (hereinafter defined).

City represents that any inspection reports with respect to the Property, environmental audits, reports and studies which concern the Property, or inspection reports from applicable regulatory authorities with respect to the Property, which City has received, have been delivered to Developer.

4.1.2 Prior to the Effective Date, Developer has independently conducted all necessary and appropriate due diligence and determined that the condition of the Property and all improvements located thereon are suitable for the development and operation of the Project; and all such due diligence and Developer's investigations of the condition of the Properly were conducted independently and not in consultation with City or City's officers, employees, agents, or consultants.

4.1.3 After the Close of Escrow, and notwithstanding the obligation of Developer to indemnifu City pursuant to Section 7.1 herein or any other obligations of City pursuant to this Agreement, until the City's execution of a Post-Closing Condition Removal as defined below, if either party shall receive notice from any federal, state or local governmental agency or political subdivision or pursuant to any Environmental Laws with respect to the Properfy, of requirements or necessary Error! Unknown document property name.
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5 65 of 130
actions arising from the presence upon, about or beneath the Property ofany Hazardous Materials or Hazardous Materials Contamination in violation of Environmental Laws that existed on the Property prior to the Close of Escrow ("Remediation"); then in such event the parties shall promptly meet and determine a course of action. The City in its sole discretion may terminate this Agreement, unless (a) the parties can jointly agree to a plan of action that will permit the City (at its sole cost and expense) to meet its legal obligations to its satisfaction, and (b) Developer in its sole discretion agrees to (i) provide City with all rights of access and control necessary for the City to perform any immediately-required Remediation; (ii) make available to City 100% of the Income for Predevelopment (as defined below) to pay the costs of Remediation; (iii) incorporate, as a condition to the City's execution of a Post-Closing Condition Removal, to any remaining Remediation not performed by the City into its Remedial Work Plan and (iv) reimburse the City for all net costs of Remediation incurred by the City.

4.1.4 Remediation shall include, but not be limited to, an initial investigation of the environmental condition of the Properly, the preparation of any feasibility studies or reports and the performance of any cleanup, remediation, abatement, removal, or restoration work required. Following the City's execution of a Post-Closing Condition Removal, the City's obligation under the foregoing paragraph will terminate and Developer shall bear full responsibility for Remediation.

Developer shall take all actions necessary to restore promptly the Property to an environmentally sound condition for uses, ownership, and occupancy contemplated by this Agreement, notwithstanding any lesser standard of remediation allowable under applicable Environmental Laws. Developer's obligations under this Section shall survive termination of the Agreement, Developer shall at all times be responsible for Remediation the need which resulted from any act or omission of Developer.

4.1.5 Definitions. Forthe purposes of this Section 4.1 and Section 7.1 hereof, the following terms shall have the meanings herein specified:

4.1.6 As used in this Agreement, the term "Hazardous Material" or "Hazardous Materials" means and include any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a
o'hazardous waste," "acutely hazardous waste,"
"restricted hazardous waste," or "extremely hazardous waste" under Section 25175, 25117 or 25122.7, or listed pursuant to Section 25140 of the Califomia Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defrned as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a"hazardous material," "hazatdous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a"hazardous substance" under Section 25281of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Error! Unknown document property name.
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Hazardous Substances), (v) petroleum, (vi) asbestos and/or asbestos containing materials; (vii) lead-based paint or any lead based or lead products; (viii) polyctrlorinated biphenyls, (ix) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act (33 U.S.C. Section l3l7), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act,42 U.S.C. Section 6901, et seq. (42 U.S.C. Section 6903), (xi) Methyltertiary Butyl Ether; (xii) defined as !'hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act,42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601); (xiii) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any "Environmental Laws" (as defined in Paragraph (c) of this Section 308) either requires special handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or . Is as "hazardous" or harmful to the environment; and/or (xiv) lead based paint pursuant to and defined in the Lead-Based Paint Poisoning Prevention Act, Title X of the 1992 Housing and Community Development Act,42 U.S.C. $4800, et seq., specifically $$4821-4846, and the implementing regulations thereto. Notwithstanding the foregoing, "Hazardous Materials" shall not include such products in quantities as are customarily used in the construction, maintenance, rehabilitation, management, operation and residence of residential developments or associated buildings and grounds, or typically used in residential activities in a manner typical of other comparable residential developments, or substances commonly ingested by a significant population living within the Project, including without limitation alcohol, aspirin, tobacco and saccharine.

4.1.7 The term "Hazardous Materials Contamination" means the contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Property by Hazardous Materials, or the contamination of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time (whether before or after the Effective Date) emanating from the Properly.

4.1.8 The term "Environmental Laws" as used in this Agreement means all laws, ordinances and regulations relating to Hazardous Materials, including, without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 74.1 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251, et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986),42 U.S.C. Section 9601, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601, et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651, et seq., the Emergency Planning and Community Right to Know Act of 1986,42 U.S.C. Section 11001, et seq.; the Mine Safety and Health Act of 7977, as amended, 30 U.S.C.

Section 801, et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. Section 300f, et seq.; all comparable state and local laws,laws of other jurisdictions or orders and regulations; and all laws, ordinances, statutes, codes, rules, regulations, orders 7 Error! Unknown document property name.
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4.2 Error! Unknown document property nam€.
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and decrees of the United States, the state, the county, the city, or any other political subdivision in which the Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over City, Developer, or the Property.

4.L.9 The term "Environmental Claim" means (i) any judicial or administrative enforcement actions, proceedings, claims, orders (including consent orders and decrees), directives, notices (including notices ofinspection, notices of abatement, notices of noncompliance or violation and notices to comply), requests for information or investigation instituted or threatened by any govemmental authority pursuant to any Governmental Requirement; or, (ii) any suits, arbitrations, legal proceedings, actions or claims instituted, made or threatened that relate to any damage, contribution, cost recovery, compensation, loss or injury resulting from the release or tlreatened release (whether sudden or non-sudden or accidental or nonaccidental) of, or exposure to, arry Hazwdous Materials, or the violation or alleged violation of any Governmental Requirement, or the general, manufacture, use, storage, transportation, treatment, or disposal of Hazardous Materials.

Buyer's Contingencies. Buyer's obligation to purchase the Property is subject to the following contingencies described in subparagraphs 4.2.1 through 4.2.3 below (r'Contingencies"). Each and all of the following Contingencies are for the sole benefit of Buyer and may be waived by Buyer for any or no reason in Buyer's sole and absolute discretion by written notice to Escrow on or before December 75,2022 ("Contingency Removal Date").

4.2.1 Not later than the Contingency Removal Date, Buyer shall deliver to Seller and Escrow Holder written notice of Buyer's approval or disapproval of its due diligence review and the feasibility of this transaction (the "Due Diligence Examination"). Buyer shall be deemed to have disapproved its Due Diligence Exarnination and not to have removed all of its contingencies to Closing unless Buyer shall provide written notice of its approval of same to Seller and Escrow Holder prior to Contingency Removal Date. During the Due Diligence Examination, and thereafter until Close of Escrow, Buyer may perform due diligence examinations, reviews and inspections of all matters pertaining to the Property, including, the feasibility of the Property for Buyer's intended pulposes, survey and title matters, environmental and governmental compliance matters, matters pertaining to the tenants and Leases, and investigations concerning the physical and financial condition of the Property and local market conditions. All due diligence examinations, reviews and inspections conducted by Buyer shall be at Buyer's sole cost and expense. Seller shall provide Buyer with reasonable access to the Property, the tenants and to Seller's agents and employees involved in the management of the Property upon reasonable notice. Buyer shall, at all times, conduct its due diligence review, inspections and examinations in a manner so as to not cause damage to the Property and so as to not unreasonably interfere with, disturb or otherwise violate the rights of any tenant of the Property. Buyer agrees to indemnifr, defend and hold Seller and the Property harmless from and against any and all claims, loss, cost, damage, liability or expense arising from the performance by Buyer, its employees, its contractors, subcontractors, 8 68 of 130
brokers, agents and representatives of its due diligence reviews, inspections and examinations hereunder (the foregoing obligations surviving any termination of this Agreement). In no event shall Buyer make any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings or the Iike) without Seller's prior written consent (which Seller may Quit or withhold in its sole and absolute discretion), and Buyer shall in all events promptly retum the Property to its prior condition and repair thereafter.

4.2.2 Buyer's Review of Title. Buyer's review and approval of the Preliminary Report and all recorded exceptions to title in accordance with Paragraph

3.3 of this Agreement. Upon the Close of Escrow, the Title Company shall be irrevocably committed to issue the Title Policy insuring fee title to the Real Property as being vested in Buyer subject to only the Permitted Exceptions and otherwise in a condition approved by Buyer.

4.2.3 Physical lnspection of Propert]r. Buyer's inspection and examination of the physical condition of the Property. Buyer shall have access to the property upon reasonable notice to Seller at reasonable times and shall have the right to conduct, at Buyer's expense, soil tests, engineering feasibility studies, environmental investigations and such other studies with respect to the physical condition of the Properly as Buyer may desire. Buyer shall have until the Contingency Removal Date to conduct such tests and studies, and to give written notice to Seller of any conditions unacceptable to Buyer. Buyer shall hold and save Seller harmless from and against any and all loss, cost, damage, liability, injury or expense, arising out of or directly related to damage to property, injury to or death of persons, or the assertion of lien claims caused by such entry, inspection and implementation of soil tests, environmental investigations and other studies with respect to the physical condition of the Property. If Buyer elects to terminate this Agreement by reason of failure of the Contingency set forth in this subparagraph4.z.2,Buyer shall promptly upon such election deliver to Seller copies of all written reports, studies and information prepared by third parties for Buyer which pertain to the physical condition of the Property. In the event that Buyer exercises this right of inspection, Buyer shall comply with all applicable laws and obtain all permits which may be required with respect to its investigations and testing. Buyer further agrees to indemnify, defend, and hold hannless Seller and the Properly from and against any and all claims, damages, liabilities, and losses arising from such activities of Buyer or its employees or agents, and from and against all mechanics', materialmens', and other liens resulting from any such conduct. Buyer shall restore the Property as nearly as possible to its condition existing immediately prior to any such entry by or on behalf of Buyer. Prior to entry upon the Site Buyer shall obtain insurance covering Buyer's indemnity, hold harmless, and defense obligations to Seller pursuant to this paragraph. Prior to enty upon the Property for such inspection Buyer shall furnish to Seller duplicates of appropriate certificates of commercial gdneral liability insurance in the amount of at 9 Error! Unknown document property name.
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4.3 4.4
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least Two Million Dollars ($2,000,000) combined single limit for bodily injury and property damage and Three Million Dollars ($3,000,000) general aggregate limit, naming Seller as an additional insured, insuring Buyer's obligations and responsibilities under this paragraph (4). Buyer shall maintain each such policy in effect until the Close of Escrow.

4.2.4 Other Contineencies. Buyer's determination that zoning and other governmental regulations affecting the use of the Property are satisfactory for Buyer's intended use.

4.2.5 Failure of Contingency. Buyer may terminate this Agreement or disapprove any Contingency, with or without cause, at any time on or prior to the Contingency Removal Date by giving the Seller written notice of such disapproval or termination, in which event all sums and documents deposited in Escrow shall be immediately returned to the parties who respectively deposited the same without further instruction, and Buyer and Seller shall each pay one-half (ll2) of the Escrow costs. If Buyer disapproves any Contingency within the applicable time period provided above, Buyer's sole remedy shall be to terminate this Agreement and Seller shall have no obligation to remedy any Contingency which Buyer disapproves, except as provided in Paragraph 3.3(d). If Buyer fails to give written notice to Seller of its disapproval of any Contingency within the respective applicable time limit set forth above in Paragraph 4.2, it shall conclusively be deemed that Buyer has disapproved such Contingency and terminated the Agreement.

Buyer's Conditions Precedent to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Buyer, Buyer's obligation to purchase the Property from Seller on the Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by Buyer) of each of the following conditions precedent to such purchase on or before the Closing Date:

4.3.1 No Leases. Seller has represented to Buyer in writing that Seller has no knowledge of any leases or other agreements affecting the Property other than those Seller shall have delivered to Buyer.
4,3.2 Representations. All representations and warranties of Seller in this Agreement shall be true on and as of the applicable Closing as though made at that time. All covenants of Seller with respect to the Property which are required to be performed prior to the Closing shall have been performed by such date.

Seller Conditions Precedent To Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Seller, Seller's obligation to sell the Property to Buyer on the Closing Date shall be conditioned upon the satisfaction or waiver (waivers must be in writing and signed by 10 70 of 130

4.5 Seller) of each of the following conditions precedent to such sale on or before the Closing Date:

4.4.I Aoproval of Title Policy. Buyer and Seller shall have approved the Title Policy;

4.4.2 Buyer Escrow Deposits. Buyer has deposited all of the items into Escrow required this Agreement.

4.4.3 Buyer Pre-Closing Oblieations. Buyer has performed all of the material obligations required to be performed by Buyer pursua4t to this Agreement prior to Close of Escrow.
4'.4.4 Compensation Agreement. Seller shall have received approval of the applicable taxing agencies of a compensation agreement described in California Health and Safety Code Section 34180(f).

Failure of Condition Precedent. In the event any Condition Precedent shall not be satisfied and true as of the Close of Escrow, then in such event the Party in whose favor the condition exists, in its sole and absolute discretion may 1) terminate this Agreement and all sums and documents deposited in Escrow shall be immediately returned to the parties who respectively deposited the same without further instruction, and Buyer and Seller shall each pay one-halt (l/2) of the Escrow costs, or 2) waive any Condition Precedent and close Escrow on or prior to the Outside Closing Date.

5. CONDITIONS TO BE SATISFIED POST CLOSING.

Seller's delivery and Buyer's acceptance of the Deed herein shall be subject to the express condition, expressed in the Deed, that Buyer shall satisff each of the following post-closing conditions (each, a "Post-Closing Condition") to the satisfaction of Seller.

5.1 Remedial Work Plan. The Parties acknowledge that Buyer's intended use of the Property will require the preparation of a Remedial Work Plan for the Remedial Work which Buyer shall undertake on the Property promptly following the Closing.

As of the time of approval of this Agreement by Seller, Buyer has informed Seller that Buyer's estimated cost of performing such Remedial Work on the Property, inclusive of the cost of preparation of the Remedial Work Plan and regulatory agency oveisight of the completion of such Remedial Work is approximately $8,992,355.

Buyer shall designate one ofthe three (3) regulatory agencies to review and approve the Remedial Work Plan: (a) Los Angeles County Fire Department: The Site Mitigation Unit (SMU) of the Health Hazardous Materials Division; or (b) California Regional Water Quality Control Board (Los Angeles Region); or (c) State Department of Toxic Substance Control. Such Remedial Work PIan shall have been approved by such regulatory agency and accepted by Buyer prior to December 31, 2025.If approval has not been received by December 31,2025, Buyer may request a Error! Unknown document property neme.
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5.2 s.3

5.4 5.5
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one year extension from the City Manager. Buyer assumes responsibility for the payment of all Cost and expense associated with the preparation of the Remedial Work Plan and the performance of the Remedial Work and Seller makes no representation or warranty with respect to the accuracy of the estimated cost of the Remedial Work or to the adequacy of the Remedial Work Plan to accommodate Buyer's intended us of the Property.

Development Asreement. Prior to July 1, 2024,8rryer and Seller shall have entered into a Development Agreement satisfactory to each of them in their sole and absolute discretion. Such Development Agreement will be in the form and address the matters customary for disposition and development agreements between California govemmental entities and developers of mixed-use affordable housing projects, including speciffing (a) the improvements to be made on the property and the use restrictions to be placed thereon, including any occupancy restrictions relating to income, age, disability, homelessness, or other relevant and appropriate characteristics; (b) scope of development; (c) schedule of performance and (d) consequences for the failure to perform the requirements of the Development Agreement.

Approval of Land-Use Entitlements. Prior to July 1, 2024,Buyer shall have obtained all such City and agency approvals, including without limitation approvals or waivers with respect to zoning and subdivision, as may be required for implementation of the Development Agreement, including with respect to any adjoining property that is incorporated into the development plan for the Property.

Ouitclaim Deed. Within five (5) Business Days after the Effective Date, Buyer shall sign and acknowledge a Quitclaim Deed in the form attached hereto as Exhibit D (the "Quitclaim Deed"), with all blanks accurately completed, and shall deposit ttre original, signed and acknowledged Quitclaim Deed into the Escrow Upon Buyer's failure to meet any Post-Closing Condition by the date specified for the accomplishment of such condition, or as may be provided in the Development Agreement for any default of Buyer thereunder, Seller may in its discretion direct Escrow Holder in writing to record such Quitclaim Deed. Upon Buyer's satisfaction of all Post-Closing Conditions, Buyer may request that the Quitclaim Deed be destroyed and evidence thereof provided to Buyer, and Seller shall within five (5) days of request confirm the satisfaction and join in such written instruction (the "Post-Closing Condition Removal") unless it contests Buyer's entitlement thereto.

Escrow Holder shall have no duty to honor such instruction unless and until jointly given.

Use of Propertv Prior to Project Approval and Construction. Developer shall not commence construction on, or otherwise materially disturb the Property except following satisfaction of the Post-Closing Conditions and in accordance with the Development Agreement following its execution. Notwithstanding the foregoing, Developer may rent, lease or otherwise allow use of the Property, provided that: (i) any pre-development use of the Property does not limit or predetermine in any fashion, or have the potential to do so, as determined in the City's sole discretion, t2
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with the timely development of a mixed-use affordable housing project on the Property; (ii) Developer shall obtain the City's wriffen consent, which consent the Crty may not unreasonably withhold, prior to contracting or otherwise allowing use of the Property in any manner prior to commencing construction; and (iii) preconstruction lease or use of the Property shall be subject to a written agreement in a forrn approved by the City, which agreement shall be subject to termination on ninety (90) days' notice from the City following recordation of the Quitclaim Deed. Any pre-development use shall be subject to all regulatory and permitting requirements.

Nothing in this Agreement grants any rights as to particular pre-development use.

5.6 Use of Interim Income. Developer shall utilize at least [50%) of the rental or other pre-construction income derived from the Property (the "Income for Predevelopment") for predevelopment expenses of the Project, and may retain the remainder for its internal and third-party costs of ownership including securing and maintaining the Property. All Income for Predevelopment expended by Developer for predevelopment expenses of the Project shall be deemed to have been (a) paid to the City in consideration of its activities and support provided hereunder and (b) reloaned back to Developer as a predevelopment loan, which loan may in the Parties' discretion be more specifically documented in separate predevelopment loan instruments. At such time as is provided in the Development Agreement, in connection with the closing of construction financing for the Project, such predevelopment loan will be converted to a permanent loan repayable from Project cash flow in proportion to other public subordinate debt. In the event the City causes the Quitclaim Deed to be recorded, such predevelopment loan will be forgiven.

6. REPRESENTATIONS AND WARRANTIES

6.1 Seller's Warranties. Seller makes the representations and warranties in this Paragraph 6, each and all of which shall survive any and all inquiries and investigations made by Buyer and shall survive the Close of Escrow and recordation of the Quit Deed.

6.1 .1 Seller is a municipal corporation.

6.1.2 6.1.3
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Upon the approval of this Agreement by the City and the separate approval of the Compensation Agreement applicable to the Properly by the Taxing Entities , neither the entering into this Agreement nor the performance of any of Seller's obligations under this Agreement will violate the terms of any contract, agreement or instrument to which Seller is a party.

Seller has not actually received any formal written notice that any of the easements, covenants, conditions, restrictions or agreements to which the Property is subject interferes with or is breached by the use or operation of the Property as presently used and operated as a vacant parcel. 13 73 of 130

6.t,4

6. 1.5

6. r.6

6.1.7 6.1.8

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Seller has not been served (by means of formal, legal service of process as required by law) (and has no knowledge o0 with any litigation, and no arbitration proceedings have been commenced, which do or will affect any aspect of the Property or Seller's ability to perform its obligations under this Agreement.

There are no leases, service contracts, or other agreements affecting the Property and represents and no written commitments to, or written agreements with, any govemmental or quasi-governmental authority or agency materially affecting the Property .

Seller hereby agrees, through and including the Close of Escrow and at the Seller's sole cost and expense, to operate the Property in the same manner as Seller has been operating the Property in the past.

After the execution of this Agreement, and except for acknowledgement as the owner of the Property that Buyer is authorized to apply for approval of the Remedial Work Plan to the applicable regulatory agency, while this Agreement is in force and effect, Seller will not enter into any contract that will be an obligation affecting the Property subsequent to the Close of Escrow, except contracts entered into in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than thirty (30) days prior notice, without obtaining Buyer's written consent, which shall not be unreasonably conditioned, delayed or withheld.

No Alterations. Seller will not intentionally alter the physical condition of the Property from and after the date of this Agreement, reasonable wear and tear excepted. If through no fault ofSeller, the physical condition of the Property is different on the date scheduled for the Close of Escrow than as of the date of this Agreement, then, except as provided in Paragraph 13 of this Agreement, in such event Buyer may terminate this Agreement. If Buyer elects to terminate this Agreement by written notice to Seller and Escrow Holder given within twenty (20) business days of discovery of the altered condition, Escrow shall immediately terminate upon Seller's receipt of Buyer's notice of election to terminate this Agreement and all sums and documents deposited in Escrow shall be immediately retumed without further instruction to the parties who deposited the same and Seller and Buyer shall each pay one-halt (ll2) ot Escrow costs. If Buyer fails to notifr Seller and Escrow Holder of its election to terminate this Agreement within said twenty (20) business days' time period provided above, Buyer shall be deemed to have accepted the modified condition of the Property and elected to purchase the Property.

Chaneed Conditions. [f, prior to the Close of Escrow, new events have occurred which were beyond the control of Seller and which render any 14 74 of 130

6.2 previously true representation or warranty untrue, Seller shall, within five (5) business days of obtaining knowledge of such new event, disclose that matter by written notice to Buyer. Buyer shall have ten (10) days after the earlier of (i) such disclosure; or (ii) Buyer's independent discovery that such representation or warranty has become untrue, to elect, in its sole and absolute discretion, and as its sole remedy, by written notice to Seller within said ten (10) day period, whether (i) to purchase the Property or (ii) terminate this Agreement by written notice to Seller and Escrow and Escrow shall immediately terminate upon Seller's receipt of Buyer's notice of election to terminate this Agreement and all sums and documents deposited in Escrow shall be immediately returned to the parties who deposited the same without further instruction and Seller and Buyer shall each pay one-half (1/2) of Escrow costs. If Buyer fails to notiff Seller and Escrow Holder of its election to terminate this Agreement within said ten (10) days' time period provided above, Buyer shall be deemed to have not accepted the modified representations and waranties and elected not to purchase the Property and this Agreement shall automatically terminate.

6.1.10 Other than those express representations and warranties contained in this Agreement, Seller makes no warranty or representation, express or implied, including but not limited to, implied warranties of merchantability and fitness for a particular purpose.

6.1.i1 Except to the extent Seller has made a specific representation and warranty with respect thereto, no document or information provided by Seller to Buyer shall constitute a representation as to the completeness or accuracy of such documents or information.

Renresentations And Warranties By Buyer. Buyer makes the following representations and warranties in this Paragraph 6.2, each and all of which shall survive any and all inquiries and investigations made by Seller and shall survive the Close of Escrow and recordation of the Quit Deed.

6.2.1 Each and all of the information and any financial statement delivered by Buyer to Seller are true and correct.

6.2.2 Buyer has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The Buyer, and the specific, individual parties signing this Agreement on behalf of Buyer represent and warrant that the parties signing this Agreement on behalf of the Buyer have the fuIl legal power, authority and right to execute and deliver this Agreement.

6.2.3 Buyer has or will make its own investigation conceming the physical condition of the Properfy, condition of title or any other matter pertaining to the Property, and, other than the specific representations and warranties made by Seller pursuant to this Agreement, Buyer is not relying on any Error! Unknown documcnt property neme.
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representations, warranties or inducements of Seller or Seller's broker with respect to the physical condition of the Property, condition of title to the Property, or any other matter pertaining to the Property. Accordingly, except for those specific representations and warranties of Seller set forth in this Agreement, Buyer is purchasing the Property and each and every aspect thereof in an "as-is" condition, and Seller makes no express or implied representation conceming (i) the status of title to the Property; (ii) any leases; (iii) the current or future real estate tax liability, assessment or valuation of the Property; (iv) the compliance of the Property in its current or future state with applicable laws or any violations thereof, including without limitation, those relating to access for the handicapped, environmental or zoning matters, or the ability to obtain a change in the zoning of the Property; (v) the nature and extent of any right-of-way, lease, lien, encumbrance, license or reservation; (vi) the availability of any financing for the purchase, alteration or operation of the Property from any source, including, without limitation, any govemmental authority or lender; (vii) the current or future use of the Property; (viii) the viability or financial condition of any tenant; and (ix) the actual or projected income or operation expenses ofthe Property.

6.3 Brokers. If either Buyer or Seller has engaged or dealt with any broker or finder in corurection with the sale contemplated by this Agreement; (a)=Buyer shall pay, and shall hold Seller harmless from and against, any commission or finder's fee payable to any party who represents or claims to represent Buyer; and (b) Seller shall pay, and shall hold Buyer harmless from and against, any commission or finder's fee payable to any party who represents or claims to represent Seller. 7, INDEMNIF'ICATION.

Seller Indemnity. Subject to any other provisions of this Agreement to the contrary, Seller as "Indemnitor" shall indemnify and hold harmless Buyer as "Indemnitee" harmless from and against any claim, loss, damage or expense, including any reasonable attorneys'fees (including attomeys'fees on appeal), asserted against or suffered by the Indemnitee resulting from: (a) Any breach by the Indemnitor of this Agreement; (b) AnV liability of the Indemnitor with respect to the Property under any lease, service contract or other agreement; or (c) The inaccuracy or breach ofany of the representations, warranties or covenants made by the Indemnitor.

7.2 Buyer Indemnity. Subject to the limitation of Paragraph I 7(b) as to Buyer, and any other provisions of this Agreement to the contrary, Buyer as Indemnitor shall indemnifi, defend and hold harmless the City, and the elected and appointed offrcials, officers, agents and employees of the City, the City as Successor Agency to the former Cudahy Community Development Commission (the "Successor Agency"), and the elected and appointed officials, officers, agents and employees of the Successor Agency, the County Oversight Board (individually or collectively, an Error! Unknown document property neme.
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7.1 T6
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"Indemnified Party") against any and all losses arising out of any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, arising through activities of the Buyer with respect to The Site, or Buyer's contractors or employees which may also be brought or asserted against any Indemnified Party that relates to or arises out of: (i) property damage or bodily injury or death of any person in connection with this Agreement; (ii) entry upon The Site by Buyer, its contractors or employees; (iii) any other inspection of The Site by Buyer, its contractors or employees; or (iv) the preparation of any report or plan commissioned by Buyer; (v) any judicial challenge by a third party of the validity of this Agreement; and (vi) any claim or demand or cause of action which asserts an Indemnified Party is responsible for loss or injury or is liable to pay any cost or expense under (i) - (iv), inclusive, provided, however, that no Indemnified Parly shall be entitled to indemnification under this Section 7 arising from a matter caused by such Indemnified Party's gross negligence or willful misconduct or for any matter under (i) - (iv), inclusive, arising from the discovery by Buyer of any pre-existing condition upon The Site. [n the event any action or proceeding is brought against an Indemnifred Party by reason of a claim arising out of any loss for which Buyer is obligated to indemniff, defend or hold harmless the Indemnified Parry, and upon written notice from such Indemnified Party, Buyer shall, at Buyer's sole expense, answer and otherwise defend such action or proceeding, The provisions of this Section 7 shall survive the expiration or termination of this Agreement.
7,2,1 BUYER BNYIRONMENTAL INDEMNITY. DEVELOPER

SHALL SAVE, PROTECT, PAY FOR, DEFEND (WITH COUNSEL

ACCEPTABLE TO CITY),INDEMNIFY AND HOLD HARMLESS THE CITY,

AND THE ELECTED AND APPOINTED OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES OF TI{E CITY, THE CITY AS SUCCESSOR AGENCY TO THE FORMER CUDAHY COMMI.INITY DEVELOPMENT COMMISSION (THE ''SUCCESSOR AGENCY''), AND THE ELECTED AND APPOINTED

OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES OF THE SUCCESSOR

AGENCY, THE COUNTY OVERSIGHT BOARD (INDIVIDUALLY OR
COLLECTIVELY, THE ''INDEMNITEES") FROM AND AGAINST ANY AND

ALL LIABILITIES, SUITS, ACTIONS, CLAIMS, DEMANDS, PENALTIES,

DAMAGES (INCLUDING, WITHOUT LIMITATION, PENALTIES, FINES AND

MONETARY SANCTIONS), LOSSES, COSTS OR EXPENSES (INCLUDING,

WITHOUT LIMITATION, CONSULTANTS' FEES, INVESTIGATION AND

LABORATORY FEES, ATTORNEYS' FEES AND REMEDIAL AND RESPONSE cosTs) (FoR PURPOSES OF THIS SECTION, ET SEQ., THE FOREGOING SHALL BE COLLECTIVELY REFERRED TO AS *LIABILITIES'') WHICH

MAY NOW OR IN THE FUTURE BE INCURRED OR SUFFERED BY THE

INDEMNITEES BY REASON OF, RESULTING FROM, IN CONNECTION

WITH, OR ARISING IN ANY MANNER WHATSOEVER AS A DIRECT OR

INDIRECT RESULT OF (I) THE OWNERSHIP OF THE PROPERTY OR

OPERATION OF ALL OR ANY PART OF THE PROPERTY, (II) ANY ACT OR

OMISSION ON THE PART OF CITY, OR ITS AGENTS, EMPLOYEES,

REPRESENTATIVES, TENANTS, CONTRACTORS, OCCUPANTS, OR

INVITEES, (III) THE PRESENCE ON, UNDER, OR ABOUT, OR THE ESCAPE, Error! Unknown document property name.
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SEEPAGE, LEAKAGE, SPILLAGE, DISCHARGE, EMISSION OR RELEASE

FROM THE PROPERTY OF ANY HAZARDOUS MATERIALS OR

HAZARDOUS MATERIALS CONTAMINATION IN VIOLATION OF

ENVIRONMENTAL LAWS, (ID THE ENVIRONMENTAL CONDITION OF

THE PROPERTY, AND (V) ANY LIABILITIES INCURRED UNDER ANY ENVIRONMENTAL LAWS RELATING TO HAZARDOUS MATERIALS.

DEVELOPER'S OBLIGATIONS HEREUNDER SHALL SURVIVE THIS

AGREEMENT, AND SHALL BE A COVENANT RLINNING WITH THE LAND

IN PERPETUITY, BINDING ON ALL SUCCESSORS AND ASSIGNS OF

DEVELOPER'S INTEREST IN EITIIER THIS AGREEMENT OR ANY PART OF THE PROPERTY. DEVELOPER MAY ASSIGN ITS OBLIGATIONS

HERETINDER TO AN APPROVED OR PERMITTED SUCCESSOR OR

ASSIGNEE OF DEVELOPER'S INTEREST IN THIS AGREEMENT OR THE

PROPERTY AND DEVELOPER'S OBLIGATIONS HEREUNDER SHALL

AUTOMATICALLY TRANSFER TO A TRANSFEREE THAT ACQUIRES TITLE

TO THE PROPERTY AS A RESULT OF AN INVOLUNTARY TRANSFER, FOR

THOSE EVENTS OR CONDITIONS RELATED TO THE REQUIREMENTS IN

THIS SECTION THAT MAY OCCUR SUBSEQLIENT TO DEVELOPER'S

CONVEYANCE TO SUCH SUCCESSOR OR ASSIGN, PROVIDED THAT

DEVELOPER SHALL REMAIN LIABLE FOR ALL OF ITS OBLIGATIONS HEREUNDER TO THE EXTENT RELATED TO EVENTS OCCURRING PzuOR TO SUCH ASSIGNMENT. NOTWITHSTANDING THE FOREGOING,

DEVELOPER SHALL NOT HAVE ANY OBLIGATION TO INDEMNIFY,

DEFEND OR HOLD HARMLESS THE INDEMMTEES TO THE EXTENT THE LIABILITIES HAVE AzuSEN AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE INDEMNITEES. AT THE

REQUEST OF DEVELOPER, CITY SHALL COOPERATE WITH AND ASSIST

DEVELOPER IN ITS DEFENSE OF ANY SUCH CLAIM, ACTION, SUIT,

PROCEEDING, LOSS, COST, DAMAGE, LIABILITY, DEFICIENCY, FINE, PENALTY, PLINITIVE DAMAGE, OR EXPENSE; PROVIDE,D TIIAT CITY SF{ALL NOT BE OBLIGATED TO INCUR ANY EXPENSE IN CONNECTION WITH SUCH COOPERATION OR ASSISTANCE.
7 .2.2 Release of Citv by Developer. Developer hereby waives, releases and discharges forever City and its employees, officers, agents and representatives, from all present and future claims, demands, suits,legal and administrative proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or in any way connected with City's ownership, improvement and,/or disposition of the Properfy, any Hazardous Materials on the Property, or the existence of Hazardous Materials Contamination in any state on the Properly, however and whenever they came to be located there.

7.2.3 Civil Code 1542 Release. Developer acknowledges that it is aware of and familiar with the provisions of Section 1542 of the California Civil Code that provides as follows: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected Error! Unknown document property name.
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his or her settlement with the debtor or released party. As such relates to this Section Developer hereby waives and relinquishes all rights and benefits that it may have under Section 1542 of the California Civil Code.

Developer Initials: FV
Notwithstanding the foregoing, the releases provided under this Section shall not be effective to the extent the presence or release of Hazardous Materials on the Property occurs as a result of the gross negligence or willful misconduct of any of the Indemnitees.

Upon the execution of this Agreement and after the Close of Escrow, Developer shall take such actions as may be necessary or prudent to prevent the release of any Hazardous Materials into the environment in, on, under, or about the Property in violation of Environmental Laws. Such precautions shall include reasonable means to prevent or discourage dumping or other releases of Hazardous Materials on the Property in violation of Environmental Laws by third parties and trespassers, including without limitation the erection of a fence surrounding the Property, if warranted.

Claim Notification. Indemnitee/Indemnified Party shall submit any claim for indemnification under this Agreement to the Indemnitor in writing within a reasonable time after Indemnitee/Indemnified Party determines that an event has occurred which has given rise to a right of indemnification under this Paragraph 7 and shall give Indemnitor a reasonable opportunity to investigate and cure any default of Indemnitor under this Agreement and eliminate or remove any claim by a third party.

Notwithstanding the foregoing, if the natwe of Indemnitor's default or the third-party claim is such that it would be impractical or unreasonable to give Indemnitor an opportunity to investigate and cure such default and remove such claim, Indemnitee need not give Indemnitor such opportunity.

Choice of Counsel. If such claim for indemnification relates to a claim or demand presented in writing by a third party against Indemnitee/Indemnified Parry, Indemnitor shall have the right to employ counsel reasonably acceptable to Indemnitee to defend any such claim or demand, and Indemnitee/Indemnified Party shall make available to Indemnitor, or its representatives, all non-confidential or nonprivileged records and other materials in its possession or under its control reasonably required by Indemnitor for its use in contesting such liability. If Indemnitor does not elect to defend any such claim or demand, Indemnitee/Indemnified Parly may do so at its option, but shall not have any obligation to do so.

8. ASSUMPTION OF' LIABILITIES.

8.1 Buyer does not assume and shall not be liable for any of the obligations or liabilities of Seller of any kind or nature affecting or otherwise relating to Seller or the Property, including under any leases, service contracts or otherwise.

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7.3 7.4
t9
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8.2 Seller shall, prior to the Close of Escrow, timely perform and discharge all obligations and liabilities of every kind whatsoever to be discharged prior to the Close of Escrow and arising from or relating to (i) the Properfy, including, but not limited to, the use and ownership of the Property; (ii) the operation of the Property; and (iii) under any leases, service contracts or otherwise. 9, ESCROW AND CLOSING.

9.1 Opening Of Escrow. As soon as possible after the full execution of this Agreement Buyer and Seller shall open an escrow (the "Opening of Escrow") for the purpose of consummating the purchase and sale contemplated by this Agreement ("Escrow") by depositing an executed copy of this Agreement with the escrow agent designated by Buyer and Seller ("Escrow Holder") . This Agreement shall constitute escrow instructions to Escrow Holder. Seller and Buyer shall, promptly upon request by Escrow Holder, execute such additional escrow instructions as may be reasonably required by Escrow Holder, including Escrow Holder's standard printed conditions and stipulations with respect to escrows conceming the purchase and sale of real property; provided, however, that if there is any conflict between the provisions of this Agreement and the provisions of any such additional instructions, the provisions of this Agreement shall prevail. Upon delivery to Escrow of a fully executed copy of this Agreement by both parties, Escrow shall be deemed opened on the terms and conditions set forth in this Agreement.

9.2 Close Of Escrow. Subject to the provisions of Paragraph _, Escrow shall close, and the Quit Deed shall be recorded in the Office of the County Recorder of Los Angeles County, California ("Close of Escrow") after the Contingency Removal Date but not later than December 31,2022 when all Conditions Precedent have been satisfied or waived. The failure of any condition precedent or performance of due diligence by Buyer or the failure of one or more of the Taxing Entities to approve the Compensation Agreement shall not extend the Close of Escrow. 9,3 Seller Deliveries To Escrow. Within the time set forth below, or if none is specified, three (3) business days prior to the Close of Escrow, Seller shall deliver to Escrow Holder, or if so indicated, to Buyer, the following documents and items:

9.3.1 At least one (1) business day prior to the Close of Escrow, the duly executed and acknowledged Quit Deed.

9.3.2 A certificate (the "Certificate") confirming that Seller is not a foreign person as defined in Section 1445 of the Internal Revenue Code;

9.3.3 A completed California FTB Form 597;

9.3.4 At least one business (1) day prior to Close of Escrow, Seller shall deliver such certifications, declarations or other documents as may be required under Internal Revenue Code Sec. 1445 ard California Revenue and Tax Errorl Unknown document property name.
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9.4 9,s

9.6 Code Sec. 18662, together with any and all other documents required by law pertaining to foreign or out-of-state sellers.

Buyer's Deliveries To Escrow. Buyer shall deposit with Escrow Holder by means of a confirmed wire transfer the Purchase Price together with Buyer's share of expenses and prorations as described in and required by the provisions of this Agreement.

9.4.), Executed Quitclaim Deed

9.4.2 Such other documents and instruments as may be required by any of the entities referenced in Paragraph 4.3 .7 and 4.3.8 and Paragraph 1 5 in the case of the City.

Completion Of Escrow. On the Close of Escrow, the Escrow Holder shall record the Quit Deed and shall deliver instruments to which Buyer, Seller and such other entities who have delivered instruments through the Escrow may then require, pursuant to this Agreement, only when the Title Company is in a position to issue its CLTA policy of title insurance subject only (i) to the Permitted Exceptions; and (ii) Title Company's standard pre-printed exclusions, with liability in the amount of the purchase price, showing title to the Property vested in Buyer (or as designated by Buyer) ("Title Policy'r).

9.5.1 Upon Close of Escrow, possession of the Property shall be delivered to Buyer subject to the Permitted Exceptions along with the Title Policy and Quit Deed after recordation.

9.5.2 The Escrow Holder shall retain all proceeds of the Purchase Price in Esuow following Close of Escrow to be distributed to Seller.

Costs Of Escrow. Upon Close of Escrow, Escrow and title charges shall be paid in the manner provided below.

9.6.1 Seller shall pay: (a) The cost of the CLTA standard coverage portion of the Title Policy. (b)The cost of any and all documentary transfer tax or stamps or other sales tax. (c) One-half (ll2) of the Escrow fees.

Buyer shall pay: (a) All recording fees. (b) One-half (112) of the Escrow fees. (c)The cost of the Title Policy in excess of standard ALTA coverage. 9,6,2
9,6,3

9.6,4
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Escrow Holder is authorized and instructed to debit Seller and Buyer for closing costs as set forth in Paragraphs 1 1.6.1 and 1 I .6.2 above and as otherwise provided in this Agreement.

If Escrow fails to close as a result of the default of this Agreement by a party, the defaulting party shall pay all title and escrow charges; provided, however, that nothing in this Paragraph 11 shall be deemed to limit, and 21 81 of 130
the provisions of this Paragraph 11 shall be in addition to, all other rights and remedies of the non-defaulting party.

10. PRORATIONS.

10.1 Prorations, if any, shall be made as of the Close of Escrow. All prorations shall be made on the basis of a thirry (30) day month and shall be paid in cash to Seller if it is entitled thereto, or shall be credited against the cash portion of the Purchase Price if Buyer is entitled thereto. Such prorations shall be made by Escrow Holder on the basis of a statement(s) approved by Buyer and Seller and deposited into the Escrow prior to the Close of Escrow. The date used for prorations is hereinafter referred to as the "Proration Date." All real estate taxes, assessments and all personal property taxes due and owing as of the Proration Date, and all penalties and interest thereon, shall be paid by Seller. Current real estate taxes, special assessments and personal property taxes which are not yet due and owing shall be prorated based upon the most recent tax bill, so that the portion of current taxes allocable to the period from the beginning of such tax year through the Proration Date shall be charged to and paid by Seller and the portion ofthe current taxes allocable to the portion ofsuch tax year from the Proration Date to the end of such tax year shall be charged to and paid by Buyer. Proration of taxes and assessments shall be final as of the Proration Date, regardless of the amount of taxes or assessments that actually Ere, or subsequently become, due. Expenses of operating the Property (other than insurance premiums, taxes and utility charges) which were prepaid by Seller for a period beyond the Proration Date shall be credited to Seller. Rental amounts due as of the Close of Escrow shall be credited to Seller. Rents and tenant contributions to operating expenses collected after the Close of Escrow shall be applied first toward current rents and expenses, and then to Seller outside of Escrow for any amounts of rent or expenses due by tenant(s) for any period prior to Close of Escrow. If applicable, Seller shall bear all costs accruing prior to Close of Escrow for leasing commissions, tenant improvement allowances and construction obligations of the landlord and free rent periods accruing prior to the Close of Escrow.

10.2 Buyer shall be responsible for obtaining and paying for utility services from and after Close of Escrow.

11. DAMAGE OR DESTRUCTION PRIOR TO CLOSE OF ESCROW.

I 1 . 1 If the Property, or any portion thereof, is damaged or destroyed prior to the Close of Escrow from any cause whatsoever, whether an insured risk or not, including but not limited to, fire, flood, accident or other casualty which, according to the Buyer's and Seller's best estimate, would cost more than Twenty-Five Thousand Dollars ($25,000) to repair, Buyer shall have the option, upon written notice to Seller, to either (i) terminate this Agreement, or (ii) purchase the Property. If Buyer elects to terminate Error! Unknown document property name.
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this Agreement, Escrow shall immediately terminate upon Seller's receipt of Buyer's notice of election to terminate and Escrow Holder shall thereupon promptly retum all documents, items and monies in its possession to the party who shall have deposited same with Escrow Holder without further instruction. In the event of such termination, each party shall pay one-half (ll2) of the Escrow fees. If Buyer elects to purchase the Property, Buyer shall be entitled to, and Seller shall assign to Buyer, all insurance proceeds covering such damage or destruction and, in addition, Seller shall pay Buyer the amount of any deductible (which can be paid by Seller by means of a credit against the Purchase Price). In the event that Buyer's and Seller's best estimate of the cost of repair is Twenty-Five Thousand Dollars ($25,000) or less, Buyer shall purchase the Property and be entitled to, and Seller shall assign to Buyer, all insurance proceeds covering such damage or destruction. In addition, the difference between the amount of insurance proceeds available and the cost of repair shall be deducted from the cash portion of the Purchase Price. Should any damage or destruction occur prior to the Close of Escrow, the date scheduled for the Close of Escrow shall be extended for a period of time not to exceed thirty (30) days, for the purpose of allowing Buyer and Seller sufficient time to estimate the cost of repair. If Buyer fails to notifr Seller of its election under this Paragraph 13, Buyer shall be deemed to have elected not to purchase the Property and this Agreement shall automatically terminate.

12. ESCROW INSTRUCTIONS
l2.l The Escrow Holder is authorized to: Pay and charge Developer and Agency for any fees, charges and costs payable under Sections 1 1.6 of this Agreement. Before such payments are made, the Escrow Holder shall notifu Seller and Buyer of such fees, charges and costs. Seller and Buyer will close escrow in accordance with Paragraph 11 unless a sooner or later date or termination of this Agreement is mutually agreed upon by each of the Parties to this Agreement; provided however, that Escrow Holder shall have no authority to Close the Escrow after December 31,2022. rz.t.l Disburse funds and deliver the deeds, and other documents to the Parties entitled thereto in accordance with one (1) or more supplemental written Escrow Closing instructions from each of such parties received by Escrow Holder not later than the day preceding the Closing, when the applicable conditions for the Close of Escrow have been fulfilled by Seller and Buyer. The Purchase Price shall not be disbursed by the Escrow Holder except as directed in writing by Seller and Buyer unless and until it has recorded the Quit Deed and has delivered to the appropriate party a title insurance policy insuring title, acceptable to Buyer.
tz,t.2 Record any instrument delivered through the Escrow, if necessary or propff to vest title in Buyer, in accordance with the terms and provisions of this Agreement.

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Cause to be prepared on behalf of Seller and delivered to Buyer such disclosure documents and reports conceming flood hazards, earthquake, fire and wildlands as may be required by Califomia Govemment Code Sections 8589.3, 8589.4 and 51183.5 and Califomia Public Resources Code Sections 2621.9, 2694 and 41 36.

I2.2 All funds received into Escrow pending application to pay Escrow Costs or pending distribution by Escrow Holder to the Taxing Entities, shall be deposited in an interest bearing account by the Escrow Holder with other escrow funds of the Escrow Holder in a general escrow account or accounts with a national bank doing business in the State of California. Such funds may be transferred to any other such general escrow account or accounts. All disbursements shall be made on the basis of a 30-day month.

12.3 The Escrow Holder shall not be obligated to return any such money, papers or documents except upon the written instructions of both Buyer and Seller, or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction.

12.4 Any amendment of these Escrow instructions shall be in writing and signed by both Agency and Developer. At the time of any amendment, the Escrow Holder shall agree to carry out its duties as Escrow Holder under such amendment.

12.5 All communication from the Escrow Holder to the Buyer or Seller shall be directed to the addressees in the manner established in Paragraph 18 of this Agreement. Nothing in this Paragraph 14 shall be construed to impair or affect the rights or obligations of the Buyer or Seller as to specific performance.

13. STIRYIVAL OF CLOSE OF ESCROW.

13.1 All representations, warranties, covenants, conditions, indemnifications, agreements and obligations contained in or relating to this Agreement shall survive the Close of Escrow and the recordation of the Quit Deed and shall not merge therein unless specifically stated otherwise in this Agreement.

14. DEF'AULT
l4.l Subject to any extensions of time provided for in this Agreement following the Effective Date, failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a breach or default under this Agreement; provided, however, that if a Parly otherwise in default commences to cure, correct or remedy such breach or default, within thirty (30) calendar days after receipt of written notice from the injured party specifuing such default, and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any t2.1.3
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24 84 of 130
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 default shall be deemed to have occumed. The injured party shall give written notice of default to the party in default, specifring 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. Any failure or delay 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 right 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.
14,2 Except as provided in Paragraph 14.3, if the transaction herein provided shall not close by reason of Seller's default, then Buyer may require any deposit placed with Escrow Holder by Buyer be returned to Buyer, and pursue any other remedy at law or in equity, including specific performance.

14.3 Notwithstanding Paragraph 14.2 above, in the event of default by Seller under this Agreement prior to the close of escrow which default Seller does not cure within thirty (30) days after receipt from Buyer of written notice of such default, the Buyer may (i) terminate this agreement, in which event the parties shall cancel the Escrow and Buyer shall be relieved of any obligation under this Agreement to purchase or accept title to the Property and any Escrow cancellation charges shall be paid by Seller, or (ii) pursue specific performance of this Agreement as may be available under applicable law. If Buyer choses to terminate the Agreement and cancel the Escrow, the Buyer's recovery of damages against Seller shall be limited to recovering any amounts actually expended by the Buyer in reasonable reliance on this Agreement not to exceed the amount of TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000.00). The Buyer acknowledges the protections of Civil Code Section 1542 relative to the waivers and releases contained in this Paragraph 17(c) 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 Buyer waives the provisions of Section1542 in connection with the waivers and releases in this Paragraph 14.3.

F.v. Buyer's initials

14.4 If Buyer defaults under this Agreement following the Effective Date and fails to Close Escrow for the purchase of the Property through no fault of SELLER, then in addition to any other remedy of Seller allowed by law or equity, Buyer shall pay all costs of Escrow.

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14.5 In no event shall the defaulting parry be liable for payment to the other party of lost profits or consequential damages as a result of the other party's default of this Agreement.

14.6 No member, official, employee or agent of Seller shall be personally liable to Buyer, or any successor in interest of Buyer following the Effective Date, in the event of any default or breach by Seller under this Agreement or for any amount that may become due to Buyer or to its successor, or on any obligations of Seller arising under the terms of this Agreement, except as a result of the gross negligence or willful acts of such member, official, employee or agent. No member, officer, employee or agent of Buyer shall be personally liable to Seller following the Effective Date, or any successor in interest of Seller, in the event ofany default or breach by Buyer under this Agreement or for any amount that may become due to Seller or to its successor, or on any obligations of Buyer arising under the terms of this Agreement, except as a result of the gross negligence or willful acts of such member, offer, employee or agent.

14.7 Notwithstanding any other provision of this Agreement, the failure of the taxing entities to approve the Compensation Agreement shall not be a Default under this Agreement and the City shall have no liability to Buyer as a result of this transaction failing to close escrow as a result.

15. NOTICES.

15. I All notices to be given pursuant to this Agreement shall be either (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) ovemight courier (such as Federal Express, DHL, etc.); or (iv) by telecopy transmittal. If sent via certified or registered mail, receipt shall be deemed effective forty-eight (48) hours after being deposited in the United States mail. If sent via telecopy transmission, a confirming copy shall be sent to the sender, and receipt of the telecopy transmittal shall be deemed made twenty-four (24) hours after the sending thereof. If sent via overnight courier, receipt shall be deemed effective twenty-four (24) hours after the sending thereof. All notices to be given pursuant to this Agreement shall be given to the parties at the following respective address. to Buyer:

Prima Development
C/O Fernando Vasquez
12401Woodruff Avenue, Suite 10
Downey, CA9024l
Email : [email protected]
\ ath aeopv-to:

Klein Hornig LLP
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c/o Chris Hornig
1325 G St. NW Suite 770
Washington, DC 20005
to Seller:

City of Cudahy
5220 SantaAna Street
Cudahy, CA 90201
Email: [email protected]
With a copy to:

Best Best & Krieger, LLP
18101 VonKarmanAve, Suite 1000
Irvine, CA926I4
Attention: Elizabeth Wagner Hull, Esq
(r) (e4e) 263-2600
to Escrow Holder:

16. ENTIRE AGREEMENT.

16.1 This Agreement, and the Exhibits attached hereto, represent the entire Agreement between the parties in connection with the transactions contemplated hereby and the subject matter hereof and this Agreement supersedes and replaces any and all prior and contemporaneous agreements, understandings and communications between the parties, whether oral or written, with regard to the subject matter hereof. There are no oral or written agreements, representations or inducements of any kind existing between the parties relating to this transaction which are not expressly set forth herein. This Agreement may not be modified except by a written agreement signed by both Buyer and Seller. Without limiting the foregoing, Buyer and Seller expressly acknowledge and agree that they have not relied on any written or oral statements made by the other party's real estate broker in entering into this Agreement.

17. BINDING EFFECT.

17.l This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, legal representatives, administrators, successors in interest and assigns.

18. WAIVER.

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18,1 No waiver by any party at any time of any breach of any provision of this Agreement shall be deemed a waiver or a breach of any other provision herein or a consent to any subsequent breach of the same or another provision. If any action by any party shall require the consent or approval ofanother party, such consent or approval ofsuch action on any one occasion shall not be deemed a consent to or approval of such action on any subsequent occasion or a consent to or approval ofany other action.

19. CAPTIONS AND HEADINGS.

19.1 The captions and paragraphs numbers appearing in this Agreement are inserted only as a matter of convenience and do not define, limit, construe, or describe the scope or intent of this Agreement.

20. COUNTERPARTS.

20.1 This Agreement may be executed in counterparts, each of which shall be considered an original and all of which taken together shall constitute one and the same instrument.
2l.l This Agreement has been prepared, negotiated and executed in, and shall be construed in accordance with, the laws of the State of California. Any action or proceeding relating to or arising out of this Agreement shall be filed, if a State action, in the Superior Court of the State of Califomia for the County of Los Angeles, or if a Federal action, in the United States District Court for the Central District of California.

22. ATTORNEYS FEES.

22.1 If either party named herein brings an action or proceeding to enforce the terms hereofor declare rights hereunder, the prevailing party in any such action (or proceeding), on trial or appeal, shall be entitled to its reasonable attorneys' fees to be paid by the losing party as fixed by the Court (or if applicable, the arbitrator).

23. TIME OF ESSENCE.

23.1 Time is of the essence with respect to all matters contained in this Agreement.

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28 21. GOVERNING LAW.
88 of 130

24. DATE OF AGREEMENT.

24.1 All references in this Agreement to "the date of this Agreement" or "the date hereof' shall be deemed to refer to the Effective Date.

25. INVALIDITY OF ANY PROVISION.

25.1 If any provision (or any portion of any provision) of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, the legality, validity, and enforceability of the remaining provisions (or the balance ofsuch provision) shall not be affected thereby.

26. NO RECORDATION.

26.1 Buyer shall not record this Agreement, any memorandum of this Agreement, any assignment of this Agreement, or any other document which would cause a cloud on the title to the Property.

27. DRAFTING OF AGREEMENT.

27.1 Buyer and Seller acknowledge that this Agreement has been negotiated at arm's length, that each party has been represented by independent counsel and that this Agreement has been drafted by both parties and no one party shall be construed as the draftsperson.

28. NO THIRD.PARTY BENEFICIARY RIGHTS.

28.1 This Agreement is entered into for the sole benefit of Buyer and Seller and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

29. JOINT AND SEVERAL LIABILITY.

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29 29.1 If either the Buyer or the Seller (separately) is comprised of more than one parfy, each party constituting the Seller or Buyer, respectively, is jointly and severally liable for the performance of this Agreement.
89 of 130

30. INCORPORATION OF EXHIBITS.

30.1 Each and all of the exhibits attached to this Agreement are incorporated herein as if set forth in full in this Agreement.

31. NO JOINT VENTURE, PARTNERSHIP OR OTHER RELATIONSHIP CREATED.

31.1 The relationship between Buyer and Seller is that solely of a seller and buyer and no joint venture, partnership or other relationship is created or implied by this Agreement.

32. ASSIGNMENT

32.1 This Agreement may not be assigned by either party without the express written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Buyer shall have the right to assign this Agreement or the Property, or any portion of the Property, or any rights therein, to any trust for the benefit of Buyer, or to an affiliate of Buyer. For the purposes of this Agreement, the term'affiliate" means any person or entity, directly or indirectly, controlling or controlled by or under common control with Buyer, whether by direct or indirect ownership of equity interests, by contract, or otherwise, including, but not limited to a low income housing tax credit limited partnership in which Buyer will be either the managing or administrative general partner of the partnership or in which Buyer is the managing member of a limited liability corporation which serves as the general partner of the partnership.

33. RESERVATION OF DISCRETION

33.1 Nothing in this Agreement in any respect does or shall be construed to affect or prejudge the City's discretion to consider, negotiate, approve or disapprove any development agreement or any required approvals necessary by the laws, rules, and regulations governing the development of Property including as may hereafter be provided in a development agreement.

33.2 By its execution of this Agreement, the City is not committing itself to or agreeing to undertake any other acts or activities requiring the subsequent independent exercise of discretion by the City or department thereof. Except as specifically provided in Paragraph 17(c) of this Agreement, the City shall not be responsible for any cost, expense incurred or damages sustained by the Buyer prior to the Effective Date.

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30 90 of 130
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS MIXEDUSE SENTOR CITIZEN HOUSING PURCHASE AGREEMENT AS EVIDENCED BY

THE SIGNATURES OF THE AUTHORIZED OFFICERS OF EACH OF THEM WHICH APPEAR BELOW.
"Seller" "Buyer"
CITY OF CUDAHY, a municipal corporation PRIMA DEVELOPMENT, a California non-profit public benefit corporation
Mayor Please ree a[achcd for
CA Clvlt Goda Secflon ltgg
compliant acknowledgment.

Fernando Vasquez, President/CEO
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
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31 By:
91 of 130
CALIFORNIA ALL.PURPOSE ACKNOWLEDGMENT
ANotary 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 Los Angeles
)
) S.S.
subscribed to the within instrument and acknowledged to me thatfu€lshelil6y exectted the same in hi{lterlther{-authorized capacity(ie7) and that by h/lherlthrtsignaure$Yon the instrument the pdrson(st'or the entity upon behalf of which the pefson(s)-acted, executed the instrument. on lZ 2DZ , Mqyra Pineda ,aNotary Public, personally
appeared n1-a(
who proved to me on the basis of satisfactory evidence to be the person($'whose I certiff under PENALTY OF PERJURYunder the laws of the State of California, that the foregoing paragraph is true and correct.

Place Seal In Box Below
WITNESS my hand and official seal

NOTARY'S SI

OPTIONAL
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Signer(s) Other Than Named Above: t ft(1 nv L(? -
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Signer's Name; 2t, (4, * + Signer's Name:

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d corporur" Officer-Title(s) [,(a[c ( fl Corporate OfficeryRs ( (
):

E Partner- E Limited E General
E Attorney in Fact Right Thumbprint of signer
E Partner- E Limited General
fJ Attorney in Fact
E Trustee
E Guardian or Conservator
fl other:
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Right Thumbprint of Signer
E Trustee of Thumb Here
E Guardian or Conservator
E other:

Sic""j,rffesenting: Signer is Representing:
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Though the information is not by law, it may prove valuable to persons the documenl
Description of Attached Document
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Title or Type of
Document Date: 12 2a2 > of
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92 of 130

EXHIBIT ''A''

LEGAL DESCRIPTION OF THE PROPERTY
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32 93 of 130

EXHIBIT ''B''

DEPICTION OF THE PROPERTY
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33 94 of 130

EXHIBIT ''C''

QUIT DEED

WHEN RECORDED RNTURN TO
MAIL TAX STATEMENTS TO:

TFM AREA ABOVE IS RESERVED FOR RECORDER'S USE
This document exempt from recording fee pursuant to
Section 27383 of the Califomia Government Code

QUIT DEED
THE PORTION OF THE PROPERTY DESCzuBED IN THIS QUIT DEED AS THE SENIOR

CITTZEN HOUSING COMPONENT WILL BE SUBJECT TO AFFORDABLE HOUSING

RESTRICTIONS AND REGULATIONS TO BE RECORDED SUBSEQUENTLY For a valuable consideration, receipt of which is hereby acknowledged, Error! Unknown document property name.
55733.00004\4083099 1.5
34 95 of 130
TIIE CITY OF CUDAHY, amunicipal corporation, ("Quitor"), hereby Quits to PRIMA DEVELOPMENT, a California non-profit public benefit corporation ("Quitee"), that certain real property described in Exhibit "A" attached hereto and incorporated herein by this reference ("Property").

THIS INSTRUMENT IS DELIVERED TO THE QUITEE BY THE CITY OF

CUDAHY FOR RECORDATION AS EVIDENCED BY THE SIGNATURES OF ITS AUTHORIZED OFFICERS WHICH APPEAR BELOW:

QUITOR
City of Cudfuy, umunicipal corporation
Date:

Mayor
ATTEST: APPROVED AS TO FORM:

Secretary City Attorney
By:

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, (here insert name and title of the
offi cer), 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 Error! Unknown document property name.
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96 of 130
capacity(ies), and that by his/herltheir signature(s) on the instrument the person(s), or the entity upon behalfof which the person(s) acted, executed the instrument.

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

WITNESS my hand and offrcial seal.

Signature (Seal)
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55733.000M\4083099 1.5
36 97 of 130
Exhibit "A" to Quit Deed

LEGAL DESCRIPTION
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55733.000M\40830991.5
37 98 of 130

EXHIBIT D

QUITCLAIM DEED
Recording Requested by:

THE CITY OF CUDAHY
When Recorded Return to:

Best Best & Krieger, LLP
18101 Von Karman Ave, Suite 1000
Irvine, CA926l4
Attention: Elizabeth Wagner Hull, Esq.
(Space above line for Recorder's Use Only)

QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, PRIMA DEVELOPMENT, a California non-profit public benefit corporation ("Quitor"), hereby remises, releases and forever quitclaims to the CITY OF CUDAHY, a municipal corporation ("CITY"), any and all rights to that certain real property described on Exhibit A attached hereto and incorporated herein by this reference, previously deeded by City to Quitor as described in and evidenced by that certain Quit Deed recorded on 2022, as Instrument No. in the Official Records of the County of Los Angeles.
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38 99 of 130
QUITOR:

PRIMA DEVELOPMENT, a California nonprofit
Name
Its: President
A notary public or other ofhcer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfirlness, accuracy, or validity of that document.

State of
County of
On before
Notary Public, appeared who proved to me on
the basis ofsatisfactory evidence to the within
instrument and acknowledged to executed the same in @€#th€ir authorized capacity(icc), and that by@Aerl*eir signature.(,e)ron the instrument the persop(*), or the entrty upon behalf of which the person(.efacted, executed the instrument.

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

WITNESS my hand and official seal.
@.,
C,ABRITLAAOAI{E
Notrry Publlc. Crllfornh
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Signature Comn, Expires leb 11, 2027
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(Seal
39 100 of 130

EXHIBIT A (TO QUITCLAIM DEED)

LEGAL DESCRIPTION
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40 101 of 130
Blank Page
102 of 130
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/17/2024 Page 1 of 2

STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: Stephanie Arechiga, City Attorney
Subject: Discussion and Potential Adoption of Ordinance No. 757 Amending Section

3.04.080 (Sufficient Money in Treasury) of Chapter 3.04 (City Funds and Records) of Title 3 (Revenue and Finance) of the Cudahy Municipal Code

RECOMMENDATION
The City Council is recommended to take the following actions:

1. Waive full reading and introduce Ordinance No. 757, by title only, amending Section

3.04.080 (Sufficient Money In Treasury) of Chapter 3.04 (City Funds and Records) of Title 3 (Revenue and Finance) of the Cudahy Municipal Code; and

2. Determine that this action is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15061 (b)(3).

BACKGROUND/ANALYSIS
Cudahy Municipal Code (“CMC”) Section 3.04.080 currently addresses the requirement that no warrant be drawn if the City of Cudahy (“City”) does not have sufficient funds. The Cudahy City Council (“City Council”) understands the importance of continuously maintaining sufficient funds. Transparency with regard to the use of the reserves as maintained by the City is a vital part of maintaining a healthy budget.

The City Council has requested an Ordinance to amend Section 3.04.080 (Sufficient Money in Treasury) to promote transparency between the City, City Council and public with regard to updates on the status of the reserve account.

Item Number
14E
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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/17/2024 Page 2 of 2

CONCLUSION
The City Council is recommended to discuss potential adoption of Ordinance No. 757 amending Section 3.04.080 of the Cudahy Municipal Code to promote transparency with the City’s finances.

STRATEGIC PLAN CORRELATION
No correlation to the strategic plan.

FINANCIAL IMPACT
Goal D: Financial Stability

1. Provide regular updates to the City Council and community about the City’s finances.

4. Ensure internal finance controls are in place and regularly monitored.

ATTACHMENTS
Ordinance No. 757
104 of 130
ORDINANCE NO. 757

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY, CALIFORNIA, AMENDING SECTION 3.04.080
(SUFFICIENT MONEY IN TREASURY) OF CHAPTER 3.04
(CITY FUNDS AND RECORDS) OF TITLE 3 (REVENUE AND

FINANCE) OF THE CUDAHY MUNICIPAL CODE
WHEREAS, Cudahy Municipal Code (“CMC”) Section 3.04.080 currently addresses the requirement that no warrant be drawn if the City of Cudahy (“City”) does not have sufficient funds; and
WHEREAS, the Cudahy City Council (“City Council”) understands the importance of continuously maintaining sufficient funds; and
WHEREAS, transparency with regard to the use of the reserves as maintained by the City is a vital part of maintaining a healthy budget; and WHEREAS, the City Council wishes to amend Section 3.04.080 (Sufficient Money in Treasury) to promote transparency between the City, City Council and public with regard to updates on the status of the City’s reserve account.

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

SECTION 1. The recitals set forth above are true and correct and incorporated into the body of this Ordinance by this reference.

SECTION 2. Section 3.04.080 (Sufficient Money in Treasury) of Chapter 3.04 (City Funds and Records) of Title 3 (Revenue and Finance) of the Cudahy Municipal Code is hereby amended in its entirety to read as follows:

“3.04.080 (Sufficient Money in Treasury)
(1) Except as otherwise provided, no warrant shall be drawn or evidence of indebtedness issued unless there shall be at the time sufficient money in the treasury legally applicable to the payment of the same. (2) Withdrawal from reserve account, in any amount, shall require a presentation and update to the city council within 30 days of withdrawal. city council need not grant a separate approval or allowance from the approvals required by Section 3.04.010 for the withdrawal as presentation may occur after the withdrawal with an explanation of the reason for the withdrawal.

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 and it can be seen with certainty that this Ordinance would not result in any foreseeable impacts to the environment.
105 of 130
Ordinance No. 757

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 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 at a regular meeting on this ____ day of _____________ 2024.

Jose R. Gonzalez
Mayor
ATTEST:

Richard Iglesias,
City Clerk
106 of 130
Ordinance No. 757

CERTIFICATION

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. 757 was introduced for a first reading on the ___th day of __________2024 and approved for a second reading and adopted by said Council at its regular meeting held on the ___ day of _________ 2024 by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Richard Iglesias,
City Clerk
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Blank Page
108 of 130
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/17/2024 Page 1 of 2

STAFF REPORT
Date: September 17, 2024
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Stephanie Arechiga, City Attorney
Subject: Approval of Second Amendment to City Manager Employment Agreement Between the City of Cudahy and Alfonso M. Noyola

RECOMMENDATION
The City Council is requested to approve Resolution No. 24-35, approving an amendment to the City Manager Employment Agreement between the City of Cudahy (“City”) Alfonso M.

Noyola (“Mr. Noyola”).

BACKGROUND/ANALYSIS
On September 21, 2021, the City and Mr. Noyola entered into an employment agreement entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M.

Noyola” (“Master Agreement”). On March 7, 2023, the City and Mr. Noyola executed and entered into a First Amendment to the Master Agreement, increasing Mr. Noyola’s total compensation. (A true and correct copy of the First Amendment and Master Agreement are attached and incorporated hereto as Exhibit “B”).

Section 8 of the Master Agreement provides for the conduct of an annual performance evaluation of Mr. Noyola. Section 6.C of the Master Agreement states that after each annual performance evaluation, the City Council of the City of Cudahy (“City Council”) may consider modifications to Mr. Noyola’s compensation. The City Council completed its second annual performance evaluation of Mr. Noyola in closed session under Agenda Item 16 A at its Regular Meeting on Tuesday, September 3, 2024.

Based on the results of the performance evaluation completed on September 3, 2024, it is the desire of the City Council to modify the terms of Mr. Noyola’s compensation.

Item Number
14F
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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/17/2024 Page 2 of 2

CONCLUSION
It is recommended that the City Council approve the Second Amendment to the City Manager Employment Agreement with the City of Cudahy (“City”), ratifying the decision made by the City Council during closed session under Agenda Item 16A at its Regular Meeting on Tuesday, September 3, 2024.

STRATEGIC PLAN CORRELATION
None.

FINANCIAL IMPACT
The increase in salary of 4% would be an additional $9,923.08 and would be covered by the Fiscal Year 2025 budget respective to the City Manager salary allocation between General Fund and Special Revenue Funds.

ATTACHMENTS
A. Resolution No. 24-35
B. Second Amendment to the City Manager Employment Agreement C. First Amendment and Master Agreement
110 of 130
1 RESOLUTION NO. 24-35

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUDAHY, CALIFORNIA APPROVING THE SECOND

AMENDMENT TO THE CITY MANAGER EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF CUDAHY AND
ALFONSO M. NOYOLA
WHEREAS, on September 21, 2021, the City of Cudahy (“City”) and Alfonso M.

Noyola (“Mr. Noyola”) executed and entered into an employment agreement entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.” Hereinafter the (“Master Agreement”); and
WHEREAS, on March 7, 2023, the City and Mr. Noyola executed and entered into a First Amendment to the Master Agreement, increasing Mr. Noyola’s total compensation; and
WHEREAS, Section 8 of the Master Agreement provides for the conduct of an annual performance evaluation of Mr. Noyola; and
WHEREAS, Section 6.C of the Master Agreement provides that following each annual performance evaluation, the City Council of the City of Cudahy (“City Council”) may consider modifications to Mr. Noyola’s compensation; and WHEREAS, the City Council completed its second annual performance evaluation of Mr. Noyola in closed session under Agenda Item 16 A at its Regular Meeting on Tuesday, September 3, 2024; and
WHEREAS, based on the results of the performance evaluation completed on Tuesday, September 3, 2024, it is the desire of the City Council to modify the terms of Mr. Noyola’s compensation.

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 City Council hereby approves the Second Amendment to City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.

SECTION 3. This Resolution shall take effect upon adoption. The City Clerk shall certify to the adoption of this Resolution.
111 of 130
2 PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 17th day of September 2024.

Jose R. Gonzalez
Mayor
ATTEST:

Richard Iglesias
City Clerk
112 of 130
3 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. 24-35 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 17th day of September 2024 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Richard Iglesias
City Clerk
113 of 130

1 SECOND AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT

BETWEEN
THE CITY OF CUDAHY AND ALFONSO M. NOYOLA
This Second Amendment (“Second Amendment”) to that certain agreement entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola” is made and entered into this 17th day of September 2024 (“Effective Date”), by and between the City of Cudahy, a California municipal corporation (“City”), and Alfonso M. Noyola, an individual (“Noyola”). The capitalized term “Parties” shall be a collective reference to both City and Noyola and the capitalized term “Party” may refer to either City or Noyola interchangeably as appropriate.

RECITALS
A. The Parties executed and entered into an employment agreement dated September 21, 2021, and entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.” Hereinafter the (“Master Agreement”) (A true and correct copy of the Master Agreement is attached and incorporated hereto as Exhibit “A”).

B. On March 7, 2023, the Parties executed and entered into a First Amendment of the Master Agreement, increasing Noyola’s compensation.

C. Section 8 of the Master Agreement provides for the conduct of an annual performance evaluation of Noyola.

D. Section 6.C of the Master Agreement provides that following each annual performance evaluation, the City Council of the City of Cudahy (“City Council”) may consider modifications to Noyola’s compensation.

E. The City Council completed its second annual performance evaluation of Noyola in closed session under Agenda Item 16 A at its Regular Meeting on Tuesday, September 3, 2024.

F. Based on the results of the performance evaluation completed on September 3, 2024, it is the desire of the City Council to modify the terms of Noyola’s compensation.

G. This Agreement was approved by the City Council at a Regular Meeting on September 17, 2024, in open session as part of the Regular Meeting Agenda under Agenda Item No. 14F in compliance with Government Code Sections 53262, 54953(c)(3) and 54956(b).

NOW, THEREFORE, in consideration of these recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the City and Noyola agree as provided in this Agreement.
114 of 130

2 1. Modification of Base Salary. Noyola’s Base Salary, as the term is defined under Section 6.A of the Master Agreement is hereby amended to the new annual Base Salary sum of TWO HUNDRED FIFTY-EIGHT THOUSAND DOLLARS AND FOUR CENTS ($258,000.04).

2. Effective Date of Modification of Base Salary. Noyola’s Base Salary, as modified in Section 1 above is effective as of September 17, 2024.

3. Master Agreement. Except as otherwise set forth in this Second Amendment, the Master Agreement shall remain binding, controlling and in full force and effect. The provisions of this Second Amendment shall be deemed a part of the Master Agreement and except as otherwise provided under this Second Amendment, the Master Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the Master Agreement, the provisions of this Second Amendment shall govern and control, but only in so far as such provisions conflict with the Master Agreement and no further.

4. Entire Agreement. The Master Agreement and this Second Amendment constitute the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between City and Employee prior to the execution of this Second Amendment. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to the Master Agreement and this Second Amendment shall be valid and binding unless in writing and duly executed by the Parties in the form of a written contract amendment approved by the City Council. [SIGNATURE PAGE TO FOLLOW]
115 of 130

3 IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and executed personally as of the date and year first written above.

CITY OF CUDAHY,
a California municipal corporation
ALFONSO M. NOYOLA, an individual
By: By:

Jose R. Gonzalez, Mayor Alfonso M. Noyola, ICMA-CM
City Manager
ATTEST:

By:

Richard Iglesias, City Clerk
APPROVED AS TO FORM:

By:

Stephanie Arechiga, City Attorney
116 of 130

FIRST AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF CUDAHY AND ALFONSO M. NOYOLA
This 2023 First Amendment (“Amendment”) to that certain agreement entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola” is made and entered into this 7th day of March 2023 (“Effective Date”), by and between the City of Cudahy, a California municipal corporation ("City"), and Alfonso M. Noyola, an individual (“Noyola”). The capitalized term “Parties” shall be a collective reference to both City and Noyola and the capitalized term “Party” may refer to either City or Noyola interchangeably as appropriate.

RECITALS
A. The Parties executed and entered into an employment agreement dated September 21, 2021, and entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.” Hereinafter the (“Master Agreement”) (A true and correct copy of the Master Agreement is attached and incorporated hereto as Exhibit “A”).

B. Section 8 of the Master Agreement provides for the conduct of an annual performance evaluation of Noyola.

C. Section 6.C of the Master Agreement provides that following each annual performance evaluation, the City Council of the City of Cudahy (“City Council”) may consider modifications to Noyola’s compensation.

D. The City Council did in fact complete its first annual performance evaluation of Noyola in closed session under Agenda Item 7.A at its Regular Meeting on February 21, 2023.

E. Based on the results of the performance evaluation completed on March 7, 2023, it is the desire of the City Council to modify the terms of Noyola’s compensation.

F. This Amendment was approved by the City Council at Adjourned Regular Meeting of March 7, 2023, in open session as part of the Regular Meeting Agenda under Agenda Item No. 16F in compliance with Government Code Sections 53262, 54953(c)(3) and 54956(b).

NOW, THEREFORE, in consideration of these recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the City and Noyola agree as provided in this Agreement.

1. Modification of Base Salary. Noyola’s Base Salary, as the term is defined under Section 6.A of the Master Agreement is hereby amended to the new annual Base Salary sum of TWO HUNDRED THIRTY-SIX THOUSAND ONE HUNDRED TWENTY-THREE AND TWENTY-EIGHT CENTS ($236,123.28). 117 of 130

2. Effective Date of Modification of Base Salary. Noyola’s Base Salary, as modified in Section 1 above is effective as of March 7, 2023.

3. Master Agreement. Except as otherwise set forth in this Amendment, the Master Agreement shall remain binding, controlling and in full force and effect. The provisions of this Amendment shall be deemed a part of the Master Agreement and except as otherwise provided under this Amendment, the Master Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Master Agreement, the provisions of this Amendment shall govern and control, but only in so far as such provisions conflict with the Master Agreement and no further.

4. Entire Agreement. The Master Agreement and this Amendment constitute the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between City and Employee prior to the execution of this Amendment. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to the Master Agreement and this Amendment shall be valid and binding unless in writing and duly executed by the Parties in the form of a written contract amendment approved by the City Council.
[SIGNATURE PAGE TO FOLLOW]
118 of 130
lN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and executed personally as of the date and year first written above.

CITY OF CUDAHY
A California municipal corporation
ALFONSO M. NOYOLA, an individual
ffih4th By:

Daisy Lomel[, Mayor
Richard ty Clerk
Stephanie A iga, City Attorney
Alfo M. Noyo
ity Man
A-CM
By:

By:

ATTEST:

APPROVED AS TO FORM:

By:
119 of 130
1 CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN
THE CITY OF CUDAHY AND ALFONSO M. NOYOLA
This Employment Agreement (“Agreement”) is made and entered into as of September 21, 2021, by and between the City of Cudahy, a California municipal corporation ("City"), and Alfonso M. Noyola, an individual (“Noyola”). The capitalized term “Parties” shall be a collective reference to both City and Noyola and the capitalized term “Party” may refer to either City or Noyola interchangeably as appropriate.

RECITALS
A. The City of Cudahy requires the services of a City Manager, and Noyola is currently serving as the Interim City Manager.

B. The City Council finds that Noyola has the necessary education, experience, skills, and expertise and is otherwise qualified to serve as City Manager and desires to serve in such capacity.

C. In accordance with Sections 2.04.070 and 2.12.020 of the Cudahy Municipal Code, the City Council desires to enter into an employment agreement that sets forth the terms and conditions of employment of Noyola as City Manager, including the duties, salary, and benefits of employment.

D. Noyola desires to accept employment as City Manager under the terms set forth herein.

E. This Agreement was approved by the City Council at Adjourned Regular Meeting of September 21, 2021, in open session as part of the Regular Meeting Agenda under Agenda Item No. 15D in compliance with Government Code Sections 53262, 54953(c)(3) and 54956(b).

NOW, THEREFORE, in consideration of these recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the City and Noyola agree as provided in this Agreement.

1. Appointment of City Manager. The City does hereby appoint and employ Noyola as its City Manager effective September 21, 2021 (“Effective Date”), and Noyola hereby accepts such employment.

2. Term. Unless sooner terminated as provided herein below, the term of this Agreement shall commence on the Effective Date and shall continue for a term of fours (4) years to September 21, 2025 (“Term”).

3. City Manager Duties and Authority.

A. Noyola shall exercise the full powers and perform the duties of the position of City Manager as set forth in Chapter 2.12 (City Manager) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code, the California Government Code, any human resources rules, any departmental and other rules, regulations and procedures, the City Manager job description (if any), and any provisions under state law, as each of them currently or may in the future exist.

Noyola shall be responsible to the City Council for the proper administration of all affairs of the City. Noyola shall also exercise such other powers and authority and perform such other functions and duties as may legally be assigned from time to time by the City Council or are customary and appropriate to the position of City Manager.

EXHIBIT A
120 of 130

2 B. Noyola shall report directly to the City Council and shall use all reasonable efforts to keep the City Council fully informed of all significant operations or major undertakings of the City.

C. City also designates Noyola as the executive director of other City- related legal entities including but not limited to any joint powers authority of which the City is a member, or any other agency created or staffed by City, subject to any procedures applicable to said legal entity and if approved by the City Council.

4. Noyola's Obligations and Hours of Work.

A. Noyola shall devote his full energies, interest, abilities, and productive time to the performance of this Agreement and utilize Noyola’s best efforts to promote City's interests.

Noyola's duties may involve expenditures of time in excess of the regularly established workday or in excess of a forty (40) hour workweek and may also include time outside normal office hours (including attendance at City Council meetings and other City sponsored functions). Noyola's base salary includes compensation for all hours worked and Noyola shall be classified as an exempt employee from the overtime pay provisions of California law and federal law and as such is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager position. In recognition of the significant time Noyola will need to devote outside normal office hours to business activities of the City and the exempt, salaried nature of the employment, Noyola is permitted to exercise a flexible work schedule. However, consistent with this flexibility and Noyola's participation in activities out of the office, Noyola will generally be expected to keep office hours at the Cudahy City Hall, 5220 Santa Ana Street, Cudahy, CA 90201 (“City Hall”) during the days that City Hall is open during normal business hours.

B. Noyola agrees not to become otherwise employed nor engage in any outside business activities while this Agreement is in effect without the prior written approval of the City Council. For purposes of this Agreement, outside business activities means any outside employment or any outside commercial activity which actually or potentially interferes with or poses a conflict with Noyola's position as City Manager, or which would otherwise constitute a violation of State or federal laws, including but not limited to the California Political Reform Act (Government Code Section 81000) and Government Code Section 1090. Further, Noyola shall not, during the term of this Agreement, individually, as a partner, joint venture, officer, or shareholder, invest or participate in any business venture conducting business in the City of Cudahy (except for stock ownership in any company whose capital stock is publicly held and regularly traded) without prior approval of the City Council.

C. For and during the term of this Agreement, Noyola further agrees, except for a personal residence or residential property acquired or held for future use as Noyola's personal residence, not to invest in any other real estate property improvements within the City without the prior consent of the City Council.

D. Noyola shall also comply with the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to Noyola's City employment.

Such compliance includes submitting to the City Clerk a Form 700 Statement of Economic Interest at the time of appointment, annually thereafter, and at the time of separation from the position.

E. In the case that Noyola becomes permanently disabled or is otherwise unable to perform his duties without reasonable accommodations because of sickness, accident, injury, mental incapacity, or health for a period of six consecutive weeks beyond any accrued sick and 121 of 130

3 annual leave, the Council shall have the option to terminate this agreement and no severance shall be entitled to Noyola
F. Noyola agrees to comply with all applicable ethical standards having the force of state law and with the International City/County Management Association (ICMA), and as the same may be modified or amended from time to time by ICMA.

5. Compensation and Expenses.

A. The City shall provide the City Manager with the compensation and benefits as specified in Section 6 of this Agreement.

B. General Expenses. City recognizes that Noyola may incur certain expenses of a non-personal and job-related nature. Accordingly, the City shall pay for or provide Noyola reimbursement for all actual and necessary business expenses, subject to any budget and appropriations limitation. Such expenses shall be incurred, submitted, and reimbursed in compliance with any applicable limitations or restrictions under California state law, as well as any City-approved travel and reimbursement policies as the same may be amended from time to time by the City Council. All expenses must be supported by documentation meeting City's normal requirements and must be submitted within any time limits established by City.

C. Professional Activities. The City agrees to pay the professional dues and subscriptions on behalf of Noyola which are necessary for Noyola's continuation and full participation in national, regional, state, or local associations, organizations, or conference necessary and desirable for the good of the City and which membership is approved by the City Council as necessary for Noyola's continued professional participation and advancement. These activities may include, without limitation, participation in the California Contract Cities Association, California League of Cities, Independent City Association, City Management Foundation, the International City Management Association, or other similar national, statewide, regional, or professional organizations provided that such activities do not in any way interfere with or adversely affect Noyola’s performance as City Manager. Notwithstanding the foregoing, the City Council shall have discretion to establish appropriate amounts, in the annual City budget or otherwise, for official and professional development expenses and travel costs.

D. Civic Organizations. The City recognizes the desirability of representation in and before local civic and other organizations, and subject to approval of the City Council, Noyola is authorized to become a member of local civic clubs or organizations, for which the City shall pay membership dues, to the extent funds are appropriated therefore in the City budget. The City's payments shall be restricted to dues only. All other expenses related to membership are the responsibility of Noyola.

6. Salary and Benefits.

A. Base Salary. From the Effective Date of this Agreement, City shall pay Noyola an annual base salary of TWO HUNDRED AND TEN THOUSAND DOLLARS ($210,000), subject to legally permissible or required deductions and withholding, prorated, and paid on City's normal paydays ("Base Salary"). Noyola's compensation is for all hours worked and for all services under this Agreement, including those as an executive director or involving any other position, office or appointment associated with the City. Noyola shall be exempt from the overtime pay provisions of California law (if any) and federal law.

B. Annual Cost of Living Allowance (COLA) Increases: The aforesaid base salary shall be increased in accordance with any Cost of Living Allowance increase granted by the City to its 122 of 130

4 employees in general.

C. Modification of Compensation. In addition to Section 6(B) (above), no sooner than the City Council’s completion of the first annual performance evaluation of Noyola and thereafter, following the completion of each annual performance evaluation, the City Council may, but is not required to, consider merit increases, performance pay or other compensation enhancements to the extent authorized by applicable law in conjunction with the annual performance review set forth in Section 8, below. Any such compensation enhancements shall be in an amount determined by the City Council and at the City Council's discretion may be based on the level of completion of goals or other criteria formally identified by the City Council.

D. Benefits.
(1) Health and Welfare Plans.
a. Health Insurance: Noyola shall receive a cash-in lieu of health insurance benefits in an amount equal to the prevailing family Kaiser plan rate for CalPERS Region 3 (Los Angeles, Riverside and San Bernardino), which shall be paid in equal bi-weekly installments. Noyola shall maintain health insurance coverage during the Term of this Agreement and shall provide City proof of health insurance coverage; b. Dental Insurance: Noyola shall receive a cash-in lieu of dental benefits in an amount equal to the average premium amounts for family dental insurance plans available to current City employees, which shall be paid in equal bi­ weekly installments. Noyola shall maintain dental insurance coverage during the Term of this Agreement and shall provide CITY proof of dental insurance coverage; and
c. Vision Care: Noyola shall receive a cash-in lieu of health insurance benefits in an amount equal to the family MES vision plan rate, which shall be paid in equal bi-weekly installments. Noyola shall maintain health insurance coverage during the Term of this Agreement and shall provide City proof of vision insurance coverage.
(2) Term Life Insurance. During the Term of this Agreement, City, at its sole cost and expense, shall procure and provide to Noyola, a policy of term life insurance. During the Term and any extension term, the death benefit payable on the life insurance policy shall be capped at the maximum sum of One Million Dollars ($1,000,000.00). If Noyola dies during the Term of this Agreement, Noyola's designated beneficiary shall receive one hundred percent (100%) of the death benefit payment.
(3) Disability Insurance. City shall provide Noyola with a long-term Disability Insurance policy in the amount and according on the same basis and terms as other Appointed Officials under the City’s current Fringe Benefit and Salary Plan, and as the same may be modified and amended from time to time by the City Council in its sole and absolute discretion (4) Annual Leave, Sick Leave and Holiday Accrual Time.
a. Upon execution of this Agreement the City agrees to credit Noyola with two (2) weeks of annual leave (80 hours) and (2) weeks of sick leave (80 hours). In addition, the City will credit Noyola as of 21 July, 2021 annual and sick leave at the accrual rate of 3 weeks per year.

Thereafter, annual leave and sick leave shall accrue at the rate of 3 123 of 130

5 weeks per year (120 hours).
b. Notwithstanding the forgoing, at no time shall Noyola accrue more than 300 hours of vacation leave and 300 hours of sick leave. In recognition of this limit, Noyola may sell back accumulated and unused annual and/or sick leave at the applicable base hourly rate, provided that 80 hours of accrued annual leave or 80 hours of sick leave remain on the books.
(5) Retirement. Noyola shall be enrolled in City's retirement plan with the California Public Employees' Retirement System (CalPERS), subject to the Tier 2 Retirement benefits formula, terms and conditions applicable non-safety Management employees who are “New Members” within the meaning of the Public Employees’ Pension Reform Act of 2013. Noyola shall be eligible for the 2% at 62 formula for CalPERS “New Members.” Pursuant to current law, and notwithstanding anything to the contrary in this Agreement or City’s policies, Noyola’s contribution shall be not less than one-half of the total normal cost rate, as determined annually by CalPERS and shall be paid entirely by Noyola.
(6) Holidays. Noyola shall be entitled to the same paid Holidays as provided to other Appointed Officials under the City’s current Fringe Benefit and Salary Plan. The Holidays are subject to change by the City Council.
(7) Technological Tools. City shall provide, and pay service costs associated with, a cell phone, laptop computer and iPad for purposes of communications with the City Council and employees.
(8) Automobile. Noyola shall be paid an automobile allowance of Four Hundred and Fifty Dollars ($450) per month for expenses incurred by Noyola for the use of his personal automobile.
(9) Additional Benefits. Noyola may participate in and is entitled to receive any other benefits available to other Appointed Officials under the City’s current Fringe Benefit and Salary Plan, and as the same may be modified and amended from time to time by the City Council in its sole and absolute discretion. (10) Bonding. City shall bear the full costs of any fidelity or other bonds required of Noyola (if any) under any law or ordinance.
(11) Residence. Noyola shall not be required to reside within the territorial boundaries of the City. Should Noyola establish a residence within the City, the City shall pay Noyola a one-time net lump sum payment of Seven Thousand Five Hundred Dollars ($7,500) to cover any and all costs associated with establishment of a residence within the City of Cudahy.

Upon providing a signed rental lease agreement or other instrument reflecting at least a 12-month term, the Finance Director shall provide such lump sum payment net of any required withholdings.

7. Deferred Compensation.

A. Section 457 Plan. The City agrees to contribute to a qualified Section 457 Plan maintained on a matching contribution rate of one-to-one with a maximum City contribution of Ten Thousand Dollars ($10,000.00) annually. Amounts contributed under this section shall be to the benefit of Noyola in accordance with the deferred compensation plan participation agreement.

B. Internal Review Code Compliance. All provisions of this Section 7 are subject to the 124 of 130

6 provisions and limitations of the Internal Revenue Code and its related regulations as amended from time to time. No requirement of any provision of this Subsection 7 shall be effective if it would violate any provision of the Internal Revenue Code or its related regulations.

8. Annual Performance Evaluations.

A. The City Council shall review and evaluate Noyola's performance at least once annually. During the first year of employment, the City Council shall review and evaluate Noyola's performance after six months. The City Council and Employee shall annually develop mutually agreeable performance goals and criteria which the City Council shall use in reviewing Noyola’s performance in the following year. The Parties agree that annual performance evaluations are an important way for the City Council and Noyola to ensure effective communications regarding expectations and performance.

B. The City Council, in its discretion, may require that the annual evaluation be professionally facilitated by a facilitator approved by the City Council and paid for by the City.

Nothing in this Section 8 is intended to limit additional interim evaluations or reviews or to limit the normal communications process between the City Council and Noyola.

C. Failure of the City Council to provide a performance evaluation shall not limit the City's ability to terminate this Agreement pursuant to the terms set forth herein.

9. Indemnification.

A. Except as otherwise permitted, provided, limited, or required by law, including without limitation California Government Code Sections 825, 995, and 995.2 through 995.8, the City will defend and pay any costs and judgments assessed against Noyola arising out of an act or omission by Noyola occurring in the course and scope of Noyola's performance of Noyola’s duties under this Agreement.

B. Any and all paid leave, severance payments, defense payments or other benefits which may be provided to Noyola under this Agreement upon termination or in the event of an investigation shall be subject to and interpreted to comply with the limitations set forth in Government Code Sections 53243 through 54244, including, without limitation, the obligation of Noyola to reimburse the City for any funds paid should Noyola be convicted of a crime involving an abuse of office or position as defined in Government Code Section 53243.4.

10. At-Will Employment Relationship.

A. Consistent with California Government Code Section 36506, Noyola is an "at-will" employee and serves at the pleasure of the City Council. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of City to terminate this Agreement and the employment of Noyola and/or remove Noyola as City Manager for convenience and without cause, upon written notice. Upon termination, the employment relationship shall end, and City shall pay Noyola for all services through the effective date of termination. Noyola acknowledges and agrees that Noyola shall have no right to any additional compensation or payment, except as provided in Section 11, Severance, below.

B. The foregoing notwithstanding, nothing in this subsection shall be construed to prevent the City Council, under such circumstance, from immediately terminating this Agreement and Noyola’s employment with the City at any time for cause as provided under Section 12 of this Agreement, below.
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7 C. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Noyola to resign from Noyola’s employment with City, subject only to Noyola providing fortyfive (45) calendar days prior written notice to the City Council, unless the Parties mutually agree to waive or alter the time required for such notice. If Noyola voluntarily resigns his position as City Manager, he shall not be entitled to any severance payment.

11. Termination and Severance.

Noyola acknowledges that he is an “at will” employee and is subject to termination by the Council at any time, with or without cause, for any reasons or no reason, except that Council may not terminate Noyola within four (4) months before or four months after any City Council election (primary and/or general), and that a concurring vote of not less than three of its members is required to remove or terminate Employee. In the event of removal or termination, or if Employee resigns involuntarily at the instigation, request, or convenience of Council as alternative to termination, Employee shall be paid and accepts the following sums under the terms listed as full, complete, and total compensation for services rendered and for any and all damages that he may have suffered or claims:

A. All compensation and benefits due and owing Noyola as provided in this Agreement hereof as of and only to the date of termination, notwithstanding any other provisions of this Agreement, in the event of: (1) a violation of a material term of this agreement, or (2) conviction of a gross misdemeanor or felony as defined by California Revised Statues. a. Should there be a dispute of material term both parties agree to binding arbitration for resolution.
b. The parties agree to mutually split the arbitration costs.

B. If the Noyola voluntarily resigns his position as City Manager, (except as provided above) he shall not be entitled to receive any severance pay of any kind, and Noyola shall give the City at least forty five (45) days advance written notice prior to the effective date of his resignation. However, all accruals (annual, sick, and holiday accrual) shall be paid out at 100 percent of the base salary rate at the time of resignation.

C. In the case that Noyola becomes permanently disabled or is otherwise unable to perform his duties without reasonable accommodations because of sickness, accident, injury, mental incapacity, or health for a period of six consecutive weeks beyond any accrued sick and annual leave, the Council shall have the option to terminate this agreement and no severance shall be entitled to Noyola.

D. In the event this Agreement is terminated for any reason, except for the reasons listed in Section Eleven (11), A, B, and C hereof, the Noyola shall be paid in a lump sum payment the total sum consisting of six (6) months compensation as defined in Section Six (6), including the following: basic compensation at the current rate of pay, six (6) months of medical stipend equal to the city’s current medical/dental plan coverage at the family rate, 100% employer’s contribution to the Public Employees Retirement System (for six months), group term life insurance benefit, auto allowance, ICMA 457 contribution, plus the full amount of any accrued annual leave, sick leave, and holiday time. Alternatively, Noyola may opt to be placed on “terminal” Administrative Leave with base pay at the time of termination, benefits (including PERS contributions), and medical/dental/vision stipend continuing but leave and sick accruals, auto allowance and group term life insurance policy ceasing the day after “terminal” Administrative leave starts. Leave accrual balances will be paid out at 100 percent at the time of “terminal” Administrative Leave commencing under this option.

E. In the event this Agreement is terminated for any reason except for the reasons 126 of 130

8 listed in Section Eleven (11), A, B, and C hereof within 18 months of the commencement date under this agreement, Noyola shall be paid in a lump sum payment the total sum consisting of nine (9) months compensation as defined in Section Four, including the following: basic compensation at the current rate of pay, 9 months of medical stipend equal to the city’s current medical/dental/vision plan coverage at the family rate, 100% employer’s contribution to the Public Employees Retirement System (for nine months), group term life insurance benefit (stipend for nine months), auto allowance (for nine months) and the payoff of the full amount of any accrued annual leave, sick leave, and holiday time. Alternatively, the Employee may opt to be placed on “terminal” Administrative Leave with base pay at the time of termination, benefits (including PERS contributions), and medical stipend continuing but leave and sick accruals, auto allowance and group term life insurance policy ceasing the day after “terminal” Administrative leave starts.

Leave accrual balances will be paid out at 100 percent at the time of “terminal” Administrative Leave commencing under this option.

F. For the purpose of this agreement, termination shall occur when:
a. The majority of the governing body votes to terminate the Employee with or without cause at a duly authorized public meeting; or b. The City, citizens, Council or State Legislature acts to amend any provisions of the City of Cudahy City Code pertaining to the role, powers, duties, authority, responsibilities of the Employee’s position that substantially changes the form of government, Noyola shall have the right to declare that such amendments constitute termination; or c. The City unilaterally reduces the base salary, benefits, allowances, compensation, or any other financial benefit of Noyola.

12. Confidential Information. Noyola acknowledges and agrees that in the performance of Noyola’s duties, the City discloses and entrusts Noyola with certain confidential or proprietary information. Noyola agrees not to directly or indirectly disclose or use at any time any such information, whether it be in the form of records, lists, data, personnel information, reports or otherwise, of a business or technical nature, which was acquired or viewed by Noyola during Noyola's relationship with the City unless such disclosure is authorized by the City in writing, required by law, or required in the performance of the duties of the City Manager. This provision shall survive the termination or expiration of this Agreement.

13. General Provisions.

A. Integration. This Agreement sets forth the final, complete and exclusive agreement between City and Noyola relating to the employment of Noyola by City. Any prior discussions, agreements or representations by or between the Parties are merged into and rendered null and void by this Agreement. The Parties by mutual written agreement may amend any provision of this Agreement during the life of the Agreement. Such amendments shall be incorporated and made a part of this Agreement. The foregoing notwithstanding, Noyola acknowledges that, except as expressly provided in this Agreement, Noyola’s employment is subject to City's generally applicable rules and policies pertaining to employment matters, such as but not limited to those addressing equal employment opportunity, sexual harassment, and violence in the workplace as they currently or may in the future exist.

B. Representations. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or written, have been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either Party. Noyola acknowledges that, except as expressly provided in this Agreement, Noyola’s employment is subject to City's generally applicable rules and policies pertaining to employment matters, such as those addressing equal employment opportunity, sexual harassment, and 127 of 130

9 violence in the workplace.

C. Amendments. This Agreement may only be amended by a writing approved by the City Council and signed by both City and Noyola.

D. Binding Effect. This Agreement shall be binding on the City and the Noyola as well as their heirs, assigns, executors, personal representatives, and successors in interest.

E. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and, effect in all other circumstances.

F. Prevailing Party Attorneys' Fees. In any action to enforce this Agreement or resolve any dispute or controversy arising under the terms and conditions hereof, the prevailing Party shall be entitled to payment of reasonable attorneys' fees and costs.

G. Choice of Law and Venue. This Agreement shall be interpreted and construed pursuant to and in accordance with the local laws of the State of California and all applicable City Codes, Ordinances and Resolutions. The Parties agree that venue shall be in Los Angeles County, California.

H. Drafting of Agreement. The Parties hereto acknowledge and agree that although this Agreement has been drafted by City's legal counsel, Noyola has reviewed, or had an opportunity to review the terms of this Agreement with Noyola’s legal counsel. Consequently, the doctrine that ambiguities in an agreement should be resolved against the drafting Party shall not be employed in connection with this Agreement and this Agreement shall be interpreted in accordance with its fair meaning.

I. Independent Review of Agreement. Noyola acknowledges that Noyola has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement. Noyola acknowledges that Noyola has made an independent judgment upon the financial and legal effects of this Agreement and has not relied upon any representation of City, its officers, agents, or Employees other than those expressly set forth in this Agreement.

J. Notices. Any notice given to City under this Agreement shall be given in writing to City, by personal service, by overnight delivery service providing confirmation of delivery, or by registered or certified mail, postage prepaid, addressed to the Director of Human Resources at the City's then principal place of business. Any such notice to Noyola shall be given in a like manner and, if deposited with an overnight delivery service or mailed, shall be addressed to Noyola at Noyola’s home address then shown in City's files. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of delivery, if served personally on the Party to whom notice is to be given, (b) on the next delivery day following deposit with an overnight delivery service or (c) on the third calendar day after mailing, if mailed to the Party to whom the notice is to be given in the manner provided in this paragraph.

K. Heirs and Beneficiaries. In the event Noyola dies while employed by the City under this Agreement, the Noyola's beneficiaries or those entitled to the Noyola's estate shall be entitled to Noyola's earned salary and any in-lieu payments for accrued benefits, including compensation for the value of accrued balances in accordance with this Agreement, City policy or as required 128 of 130

10 by law subject to the provisions of this Agreement.
15 Voluntary Agreement. Noyola represents and warrants that Noyola has read carefully and fully understands all the provisions of this Agreement, that Noyola is free to enter into this Agreement and to render the services described in it, that Noyola entering into and performing under this Agreement will not breach or violate or conflict with any other agreement (written or oral) to which Noyola is a Party, and that Noyola has had an opportunity to consult with Noyola’s legal counsel prior to entering into this Agreement and has either done so or voluntarily chosen not to do so. Noyola is voluntarily entering into this Agreement. The City represents and warrants that it has the right and power to enter into this Agreement. 16 Other Terms and Conditions of Employment. City may fix other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Noyola, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or applicable law.
17 Pre-employment Contingencies. This Agreement and offer of employment are contingent upon Noyola's successful passage and completion of a pre-employment process which consists of a physical examination, pre-employment background check, and Livescan fingerprinting.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and executed personally as of the date and year first written above.

CITY OF CUDAHY ALFONSO M. NOYOLA, an individual
A California municipal corporation
By:
f .,
L LL+t,Tuvt ~\ \,l,t;iyJ:L
Alfons© M. Noyola, ICMA-dM I /
City Ma'nager
ATTEST:

By:

Richar
APPROVED AS TO FORM:
_/ _0 ,/ . . ··/ ,
By: /'/ ,- // /~-..?
Victor Ponto, City Attorney
II
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