Cudahy City Council
September 16, 2025

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 16, 2025 – 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.)
Elizabeth Alcantar Loza, Mayor
Cynthia Gonzalez, Vice Mayor
Martin U. Fuentes, Council Member
Amanda Gomez, Council Member
Daisy Lomelí, Council Member
This meeting will be conducted in person,
telephonically, and electronically.

Council Chambers/Bedwell Hall
5240 Santa Ana Street
Cudahy, CA 90201
Teleconference Phone Number:
1 (669) 900-6833
Meeting ID: 822 0564 2795
https://us06web.zoom.us/j/82205642795
City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
September 16, 2025, at 6:30 P.M.

1. CALL TO ORDER

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

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. Citizen’s Academy Recipients Recognition
B. Los Angeles County Sheriff’s Department Annual Update C. Retirement Recognition to City Manager, Alfonso Noyola

7. PUBLIC COMMENTS
(Each member of the public may provide a public comment in person, telephonically or electronically.

In person participants must submit one comment card if they wish to address the City Council. Only speakers that submit a comment card within the first 20 minutes of the meeting will be permitted to speak. Remote participants may provide public comment by clicking the hand icon on Zoom or pressing star (*) nine (9) on the telephone, if they wish to address the City Council. Members of the public are permitted to speak for three (3) minutes concerning items under the City Council’s jurisdiction, including items on the council agenda.)
(Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403).)

8. CITY COUNCIL COMMENTS / REQUESTS FOR AGENDA ITEMS (Each Council Member is limited to three minutes.)
City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
September 16, 2025, at 6:30 P.M.

(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 August 5, 2025, for the Regular Meeting and the Draft Minutes of September 9, 2025, 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 (page 9)
Presented by the City Clerk
Recommendation: The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for August 5, 2025, and September 9, 2025.

City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
September 16, 2025, at 6:30 P.M.

B. Approval of the Local Agency Investment Fund (LAIF) for the Month of August 2025 (page 23) Presented by the Interim Finance Director
Recommendation: The City Council is requested to approve the Local Agency Investment Fund (LAIF) Report for the month of August 2025 in the amount of $7,538,870.93.

C. Approval of the City Demands and Payroll Including Statement of Investment for the Month of August 2025 (page 27)
Presented by the Interim Finance Director
Recommendation: The City Council is requested to approve the Demands and Payroll in the amount of $1,490,136.26, including the Statement of Investments for the month of August 2025.

D. Consideration to Appoint Erica Dominguez to the Planning Commission (page 39) Presented by the City Clerk
Recommendation The City Council is requested to:

1. Remove Elias Zepeda from the Planning Commission; and

2. Appoint Erica Dominguez to the Planning Commission, Council Member Fuentes's appointment.

E. Adoption of Resolution No. 25-51 Approving the Assignment and Assumption of the Amended and Restated Development Agreement and of the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants with Prima Development (page 49) Presented by the City Attorney
Recommendation: The City Council is requested to adopt Resolution No. 25-51:
• Determining that the proposed actions in the Resolution are not subject to the California Environmental Quality Act (“CEQA”) because the environmental impacts associated with the proposed development were already analyzed in an Addendum to the 2018 Environmental Impact Report (State Clearinghouse No.
2017071071), therefore no further action is required under CEQA. • Approving the Assignment and Assumption of the Amended and Restated Development Agreement with Prima Development; and City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
September 16, 2025, at 6:30 P.M.

• Approving the Assignment and Assumption of the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants with Prima Development.

13. PUBLIC HEARING - NONE

14. BUSINESS SESSION
A. Budget vs. Actual Unaudited Financial Statements for the Fiscal Year Ended June 30, 2025 (page 285)
Presented by the Interim Finance Director
Recommendation: The City Council is requested to receive and file the draft budget vs. actual unaudited financial statements for the Fiscal Year 2025 as presented.

B. Adoption of Proposed Resolution No. 25-52, A Resolution of the City Council of the City of Cudahy Adopting the FY25-26 Classification Plan (page 323)
Presented by the Community Services Director/Acting Human Resources Manager Recommendation: The City Council is requested to approve Resolution No. 25-52, A Resolution of the City Council of the City of Cudahy superseding Resolution No. 25-45, Adopting the FY25-26 Classification Plan.

C. Adoption of Proposed Resolution No. 25-53, A Resolution of the City Council of the City of Cudahy Approving the Salary Plan for City Employees (page 337) Presented by the Community Services Director/Acting Human Resources Manager Recommendation: The City Council is requested to approve Resolution No. 25-53, superseding Resolution No. 25-44, approving the Salary Plan for City Employees.

D. Adoption of Proposed Resolution No.25-54, for the Update of Salary Schedules to Reflect City Manager Compensation Adjustments (page 359)
Presented by the Community Services Director/Acting Human Resources Manager Recommendation: The City Council is Requested to Approve Resolution No. 25-54, for the Update of Salary Schedules to Reflect City Manager Compensation Adjustments.

City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
September 16, 2025, at 6:30 P.M.

E. Discussion and Approval of Employment Agreement Between the City of Cudahy, Juan Arauz, and Richard Iglesias for the Position of Co-Interim City Managers (page 511) Presented by the City Attorney
Recommendation: The City Council is requested to discuss and approve the Employment Agreement between the City of Cudahy, Juan Arauz, and Richard Iglesias as Co-Interim City Managers.

15. COUNCIL DISCUSSION
A. Council Member Fuentes
i. Discussion, feedback, and direction to explore a potential two-story Teen Center at Lugo Park.

16. CLOSED SESSION
A. Closed Session Pursuant to Government Code Section 54957(b)(1) – Public Employee Recruitment Title of Position Under Consideration: City Manager
B. Closed Session Pursuant to Government Code Section 54957.6(a) – Conference with Labor Negotiator Regarding Represented Employees
City’s Designated Representative(s) for Negotiations: City Manager Alfonso Noyola Employee Organization: Cudahy Miscellaneous Employees Association (CMEA) C. Closed Session Pursuant to Government Code Section 54957(b) – Public Employee Performance Evaluation
Title of Employee: City Clerk
Closed Session Pursuant to Government Code Section 54957.6 – Conference with Labor Negotiator City’s Designated Representative: Stephanie Arechiga, City Attorney Unrepresented Employee:

City Clerk
D. Closed Session Pursuant to Government Code Section 54956.8-Conference with Real Property Negotiators
Property: APN 6224-018-007, 6224-018-911, 6224-018-912, 6224-018-913, 6224-018-914, 6224-018-915 Agency Negotiator: City Manager, Alfonso Noyola
Negotiating Parties: Primestor Development, Inc.

Discussion regarding price and terms
City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
September 16, 2025, at 6:30 P.M.

E. Closed Session Pursuant to Government Code Section 54957.6 – Conference with Labor Negotiator City’s Designated Representative: Stephanie Arechiga, City Attorney Unrepresented Employee – Title: Interim City Manager

17. CLOSED SESSION ANNOUNCEMENT

18. ADJOURNMENT
I, Richard Iglesias, 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 11th day of September 2025
Richard Iglesias
City Clerk
Blank Page
“Serving the People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 1 of 2

STAFF REPORT
Date: September 16, 2025
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 August 5, 2025, for the Regular Meeting and the Draft Minutes of September 9, 2025, 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

RECOMMENDATION
The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for August 5, 2025, and September 9, 2025.

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 Item Number
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“Serving the People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 2 of 2
core for local government, and the liaison to the residents of the Community. The Municipal 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 August 5, 2025, and September 9, 2025.

STRATEGIC PLAN CORRELATION
No correlation to the strategic plan.

FINANCIAL IMPACT
No Financial Impact.

ATTACHMENT
A. August 5, 2025, Draft Minutes
B. September 9, 2025, Draft Minutes
C. Resolution No. 16-38, approving the City Clerk’s use of Summary Action Minutes as the Official Record of the City Council proceedings.

City Council/Successor Agency Minutes of 08/05/2025 Page 1 of 8

MINUTES
CUDAHY CITY COUNCIL REGULAR MEETING and
CITY OF CUDAHY AS SUCCESSOR AGENCY and

HOUSING SUCCESSOR AGENCY TO THE CUDAHY

DEVELOPMENT COMMISSION JOINT MEETING
August 5, 2025, 6:30 P.M.

1. CALL TO ORDER
Mayor / Chair Alcantar Loza called the meeting to order at 6:36 p.m.

2. ROLL CALL
PRESENT: Council / Agency Member Martin Fuentes
Council / Agency Member Amanda Gomez
Council / Agency Member Daisy Lomelí
Vice Mayor / Vice Chair Cynthia Gonzalez
Mayor / Chair Elizabeth Alcantar Loza
ABSENT: None
ALSO PRESENT: City Manager, Alfonso Noyola, Assistant City Manager/Community Development Director, Juan Arauz, City Attorney, Stephanie Arechiga, City Clerk, Richard Iglesias, Assistant City Clerk, Estefania Zamora, Public Works Director, Raul Diaz, Assistant to the City Manager, John Peraza, Executive Assistant to the City Manager, Janet Andrade, and Senior Engineer, Ray Casey.

3. APPROVAL OF AGENDA
City Manager, Alfonso Noyola, requested to table item 6A.

Motion: Council Member Lomelí motioned to table item 6A and approve the rest of the agenda, seconded by Council Member Gomez. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, Gomez, Lomelí, Gonzalez, and Alcantar Loza NOES: None
ABSENT: None
ABSTAIN: None

4. PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Council Member Fuentes.

Attachment A
City Council/Successor Agency Minutes of 08/05/2025 Page 2 of 8

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.

6. PRESENTATIONS
A. Introduction of Lieutenant David Joyce from the Los Angeles Unified School District (LAUSD)
B. Introduction and Presentation by LAUSD Board Member for District 5, Karla Griego

7. PUBLIC COMMENTS
Susie de Santiago commented on issues regarding the business licenses and rental registry.

Jasmine Gonzalez (East Yard Communities) commented on the ICE raids and rental assistance, urged City Council to declare a state of emergency and vote on a 60-day moratorium on evictions.

Walter Rodriguez (Innovate Public Schools) introduced himself and informed the City Council on a resource fair occurring on Saturday August 9th at 10am -1pm.

Maya (Communities for a Better Environment) urged City Council to declare a state of emergency due to the ICE raids.

Grace Estrella (Communities for a Better Environment) urged City Council to declare a state of emergency due to the ICE raids.

Irma Lopez praised the City Council for all their work, urged City Council on a 60-day moratorium on evictions due to the ICE raids, and asked for assistance on the back to school and digital equity.

Teresa Carlos (Angeles Migrantes) commented on the ICE raids and requested City Council to assist with back to school
Netzer Rodriguez (via Zoom) requested the City Council to consider installing pet waste stations on Wilcox Avenue.

City Council/Successor Agency Minutes of 08/05/2025 Page 3 of 8

PUBLIC COMMENTS RECEIVED VIA EMAIL
Natasha Dominguez I am urging the council to declare a state of emergency and protect our community, especially those that are renters. The constant onslaught of ICE raids in our city has made it impossible for families to work, significantly impacting people's livelihoods and their ability to make ends meet. Declaring a state of emergency would acknowledge the severity of this crisis and provide Cudahy with the necessary tools and resources to protect our most vulnerable residents. We must act proactively to prevent further devastation. I urge Cudahy Council to declare a state of emergency and vote on a 60 Day Emergency Moratorium for Evictions.

Tiff Sanchez I am submitting a comment to urge the council members to declare a state of emergency and protect our community, such as renters, business owners, and the community at large. These raids are not just a matter of immigration enforcement; they are a direct attack on the stability and well-being of our entire city. Families are living in constant fear. Declaring a state of emergency would acknowledge the severity of this crisis and provide Cudahy with the necessary tools and resources to protect our most vulnerable residents. We still don’t know the cumulative harm that the trump administrations attacks has on our communities but we know for certain it has affected the way people have been able to support themselves financially. The best thing w e can do at the moment is give our community housing stability and relief that is dignified.

We must act proactively to prevent further devastation. Please stand with your constituents and take this vital step to safeguard our community

8. CITY COUNCIL COMMENTS / REQUESTS FOR AGENDA ITEMS
Council Member Fuentes shared his attendance at the regional Chamber event, Spin City ribbon-cutting event, the NALEO conference, mentioned discussions on immigration issues and their effects on communities, shared State Treasurer, Fiona Ma, postponed her attendance to instead attend the Cudahy seniors groundbreaking, thanked staff for organizing the Citizens Academy, proposed a resolution in response to the recent lighting district results to request any outreach done in the community be conducted in both English and Spanish, and thanked Board Member Karla Griego.

Council Member Gomez shared her support for the back-to-school resolution, thanked Board Member Karla Griego, and expressed that she has a Resolution on the agenda regarding Public Health and commended staff for the Citizen Academy.

Council Member Lomelí shared the devastating times the community is experiencing and is open to exploring protections, including the moratorium, thanked staff for sharing the resources, thanked Board Member Karla Griego, announced soccer season is in effect, and that parks have installed trash bins for hygiene products, and acknowledged the pavement improvement project.

City Council/Successor Agency Minutes of 08/05/2025 Page 4 of 8 Vice Mayor Gonzalez thanked School Board Member Karla Griego and resident Emmanuel, thanked Council Member Lomeli, requested an update from staff on the grant writing for gang prevention and intervention, a recommendation was given for the city to apply and then contract out the services, addressed the Citizen Academy, expressed pondering on building a partnership to get domestic violence or child abuse reporting and collaborate with schools.

Mayor Alcantar Loza thanked School Board Member Karla Griego for her work, expressed thankful to Council Member Lomelí, Cudahy Youth Foundation and Association of Raza Educations for working together to identify families in need of food, spoke with Public Rights Project and other organizations in Philadelphia on protecting public safety and avoiding federal entanglement on immigration, shared the collaboration of local officials, want to bring back a declaration of emergency in regards to immigration and ICE raids, eviction moratorium for residential and commercial tenants, rent increase moratorium known as rent freeze, minimum threshold before filling for eviction following LA’s footsteps, banning algorism rental price fixing more as a preventative measure recognizing that AI is moving faster than governmental agencies, already submitted FOIA requests and will be bringing back a Resolution expanding that FOIA request, another Resolution calling for congressional support, another Resolution calling on LASD to identify alleged ICE agents, mentioned an incident of two woman being taken, two ordinances the primary one being a CARES ordinance passed in San Diego and Community Autonomy Rights Equality Services and thanked staff for all the work.

9. CITY MANAGER REPORT (information only)

10. REPORTS REGARDING AD HOC, ADVISORY, STANDING OR OTHER COMMITTEE MEETINGS – NONE

11. WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES Motion: Council Member Lomelí motioned to waive full reading of resolutions and ordinances, seconded by Vice Mayor Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, Gomez, Lomelí, Gonzalez, and Alcantar Loza NOES: None
ABSENT: None
ABSTAIN: None

12. CONSENT CALENDAR
A. Consideration to Review and Approve the Draft Minutes of July 15, 2025, 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
City Council/Successor Agency Minutes of 08/05/2025 Page 5 of 8 Presented by the City Clerk
Recommendation: The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for July 15, 2025.

B. Amendment No. 1 to The Master Cooperative Agreement with Metro for the West Santa Ana Branch Light Rail Project
Presented by the Public Works Director
Recommendation: The City Council is requested to approve Amendment No. 1 to The Master Cooperative Agreement with Metro for the West Santa Ana Branch Light Rail Project
C. Discussion and Adoption of Resolution No. 25-47, Affirming a Partnership with Local Schools to Welcome Students Back to School Safely with Dignity, Inclusivity, Compassion, and Respect for All
Presented by the City Clerk
Recommendation: The City Council is requested to discuss and adopt Resolution No. 25-47, affirming a partnership with local schools to welcome students back to school safely with dignity, inclusivity, compassion, and respect for all.

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

AYES: Fuentes, Gomez, Lomelí, Gonzalez, and Alcantar Loza NOES: None
ABSENT: None
ABSTAIN: None

13. PUBLIC HEARING – NONE

14. BUSINESS SESSION
A. April 2025 Pavement Management Program (PMP)
Presented by the Senior Engineer
Recommendation: The City Council is requested to continue with current Capital Improvement (CIP) expenditure levels going forward for pavement management efforts; and review and approve the Draft April 2025 Pavement Management Program.

City Council/Successor Agency Minutes of 08/05/2025 Page 6 of 8 Motion: Vice Mayor Gonzalez motioned to continue with current Capital Improvement (CIP) expenditure levels going forward for pavement management efforts; and review and approve the Draft April 2025 Pavement Management Program, seconded by Council Member Fuentes. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, Gomez, Lomelí, Gonzalez, and Alcantar Loza NOES: None
ABSENT: None
ABSTAIN: None
B. Award Equipment Procurement Agreement to Brightlife Designs LLC for the FY 25- 26 Public Art & Decoration Project (ABP-005)
Presented by the Public Works Director
Recommendation: The City Council is requested to authorize the City Manager to execute an Agreement with Brightlife Designs LLC in the amount of $66,870.00 for the FY 25-26 Public Art & Decoration Project; approve a contingency in the amount of $28,130.00 for unforeseen conditions; and authorize the Public Works Director to approve change orders within the contingency amount.

Motion: Council Member Lomelí motioned to authorize the City Manager to execute an Agreement with Brightlife Designs LLC in the amount of $66,870.00 for the FY 25-26 Public Art & Decoration Project; approve a contingency in the amount of $28,130.00 for unforeseen conditions; and authorize the Public Works Director to approve change orders within the contingency amount, seconded by Council Member Gomez. Motion passed 5- 0 by the following roll call vote:

AYES: Fuentes, Gomez, Lomelí, Gonzalez, and Alcantar Loza NOES: None
ABSENT: None
ABSTAIN: None
At 7:49 p.m., Mayor Alcantar Loza Alcantar Loza called for a 5-minute recess.

At 8:02 p.m., Mayor Alcantar Loza reconvened the meeting C. Approval of the First Amendment to the Communications Site Lease Agreement and Memorandum of Amendment between the City of Cudahy and T-Mobile West Tower, LLC (Lugo Park Site)
Presented by the Assistant to the City Manager
Recommendation: The City Council is recommended to approve and authorize the City Manager to execute the First Amendment to the Communications Site Lease Agreement and Memorandum of Amendment between the City of Cudahy and T-Mobile West Tower, LLC (Lugo Park Site).

City Council/Successor Agency Minutes of 08/05/2025 Page 7 of 8 Motion: Vice Mayor Gonzalez motioned to approve and authorize the City Manager to execute the First Amendment to the Communications Site Lease Agreement and Memorandum of Amendment between the City of Cudahy and T-Mobile West Tower, LLC (Lugo Park Site), seconded by Council Member Gomez. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, Gomez, Lomelí, Gonzalez, and Alcantar Loza NOES: None
ABSENT: None
ABSTAIN: None
D. Adoption of Resolution No. 25-48, Approving The “Public Health For All” Initiative and Directing Staff to Begin Phased Implementation of Its Components.

Presented by the Assistant to the City Manager
Recommendation: The City Council is requested to adopt Resolution No. 25-48, approving the “Public Health for All” Initiative and directing staff to begin phased implementation of its components.

Motion: Council Member Gomez motioned to table this item to the next meeting and include and components of domestic violence, housing, digital literacy and limited internet access, substance use prevention, and each page for the inclusion and equity strategy include the immigrant community, seconded by Council Member Lomelí. Motion passed 5-0 by the following roll call vote:

AYES: Fuentes, Gomez, Lomelí, Gonzalez, and Alcantar Loza NOES: None
ABSENT: None
ABSTAIN: None

15. COUNCIL DISCUSSION – NONE
At 8:09 p.m., City Attorney, Stephanie Arechiga recessed to closed session.

16. CLOSED SESSION
A. Closed Session Pursuant to Government Code Section 54957(b)(1) – Public Employee Recruitment Title of Position Under Consideration: 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 – Title: City Manager City Council/Successor Agency Minutes of 08/05/2025 Page 8 of 8 C. Closed Session Pursuant to Govt. Code Section 54956.9(d)(2) – Anticipated Litigation – One (1) Matter.

At 9:50 p.m., Mayor Alcantar Loza reconvened to open session.

17. CLOSED SESSION ANNOUNCEMENT
City Attorney Stephanie Arechiga announced that all five council members were present for items 16A & 16B, four council members were present for 16C, Council Member Fuentes removed himself from closed session, direction was given and no further reportable action.

18. ADJOURNMENT
The City Council / Agency meeting adjourned at 9:51 p.m. in memory of Jaime Alanis who passed away due to injuries related to the ICE raids.

Elizabeth Alcantar Loza
Mayor
ATTEST:

Richard Iglesias
City Clerk
City Council/Successor Agency Minutes of 09/09/2025 Page 1 of 2

MINUTES
CUDAHY CITY COUNCIL SPECIAL MEETING and
CITY OF CUDAHY AS SUCCESSOR AGENCY and

HOUSING SUCCESSOR AGENCY TO THE CUDAHY

DEVELOPMENT COMMISSION JOINT MEETING
September 9, 2025 6:00 P.M.

1. CALL TO ORDER
Mayor / Chair Alcantar Loza called the meeting to order at 6:03 p.m.

2. ROLL CALL
PRESENT: Council / Agency Member Martin Fuentes
Council / Agency Member Amanda Gomez (via Zoom)
Council / Agency Member Daisy Lomelí
Vice Mayor / Vice Chair Cynthia Gonzalez (arrived at 6:27 p.m.) Mayor / Chair Elizabeth Alcantar Loza
ABSENT: NONE
ALSO PRESENT: Assistant City Manager/Community Development Director, Juan Arauz, City Attorney, Stephanie Arechiga, Assistant City Attorney Shelley Preisler, City Clerk, Richard Iglesias, Assistant City Clerk, Estefania Zamora and Executive Assistant to the City Manager, Janet Andrade.

3. PUBLIC COMMENTS – NONE
At 6:06 p.m., City Attorney, Stephanie Arechiga recessed to closed session.

4. CLOSED SESSION
A. Closed Session Pursuant to Government Code Section 54956.8-Conference with Real Property Negotiators
Property: APN 6224-018-007, 6224-018-911, 6224-018-912, 6224-018-913, 6224- 018-914, 6224-018-915
Agency Negotiator: Acting City Manager, Juan Arauz; Shelley Preisler, Deputy City Attorney
Negotiating Parties: Primestor Development, Inc.

Discussion regarding price and terms
Attachment B
City Council/Successor Agency Minutes of 09/09/2025 Page 2 of 2 B. Closed Session Pursuant to Government Code Section 54956.8-Conference with Real Property Negotiators
Property: APN 6224-019-014
Agency Negotiator: Acting City Manager, Juan Arauz; Shelley Preisler, Deputy City Attorney Negotiating Parties: Prima Development and Cudahy Senior Apartments, LP
Discussion regarding terms
C. Closed Session Pursuant to Govt. Code Section 54956.9(d)(2) – Anticipated Litigation – One (1) Matter
At 7:13 p.m., Mayor Alcantar Loza reconvened to open session.

5. CLOSED SESSION ANNOUNCEMENT
City Attorney Stephanie Arechiga announced that all five Council Members were present for items 4A and 4B, Vice Mayor Gonzalez was absent for item 4C, direction was given, and no further reportable action.

6. ADJOURNMENT
The City Council / Agency meeting adjourned at 7:14 p.m.

Elizabeth Alcantar Loza
Mayor
ATTEST:

Richard Iglesias
City Clerk
Attachment
C

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 1 of 2

STAFF REPORT
Date: September 16, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Katherine Godbey, Interim Finance Director
Subject: Approval of the Local Agency Investment Fund (LAIF) for the Month of August 2025

RECOMMENDATION
The City Council is requested to approve the Local Agency Investment Fund (LAIF) Report for the month of August 2025 in the amount of $7,538,870.93.

BACKGROUND

1. In 1955, the Pooled Money Investment Account (PMIA) started. LAIF became part of the PMIA. The oversight is provided by the Pooled Money Investment Board (PMIB) and an inhouse Investment Committee. The PMIB members consist of the State Treasurer, Director of Finance, and State Controller.

2. In 1977, LAIF was created as a voluntary program by Section 16429.1 et seq. of the California Government Code. The program was intended to be used as an investment alternative for California's local governments and special districts. The LAIF continues today under State Treasurer, Fiona Ma's administration.

3. On August 1, 2025, the balance in LAIF was $9,538,870.93 (See Attachment).

4. In August 2025, the City transferred $2,000,000.00 from LAIF to the Wells Fargo checking account.

5. On August 31, 2025, the balance in LAIF was $7,538,870.93 (See Attachment).

Item Number
12B
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 2 of 2

ANALYSIS
The voluntary program offers local agencies the opportunity to participate in a major portfolio, which invests hundreds of millions of dollars, using the investment expertise of the State Treasurer’s Office investment staff at no additional cost to the taxpayer.

All securities are purchased under the authority of Government Code Section 16430 and 16480.4. The State Treasurer's Office takes delivery of all securities purchased on a delivery versus payment basis using a third-party custodian.

Cudahy Municipal Code Section 3.04.080 indicates, "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."

CONCLUSION
Once the City Council approves the current LAIF, this balance may be relied upon when determining if the City has sufficient funds available to pay demands and payroll as required by Cudahy Municipal Code Section 3.04.080.

STRATEGIC PLAN CORRELATION
Strategy #2. Provide regular updates to the City Council and community about the city’s finances.

FINANCIAL IMPACT
None

ATTACHMENT
A. Local Agency Investment Fund (LAIF) Balance.

LOCAL AGENCY INVESTMENT FUND
General Account - City #98-19-225
Beginning Balance as of August 01, 2025 $9,538,870.93
LAIF Interest earned 0
Transfer from City operating account 0
Transfer to City operating account -2,000,000.00
Ending Balance as of August 31, 2025 $ 7,538,870.93
Attachment A
Blank Page
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 1 of 2

STAFF REPORT
Date: September 16, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Katherine Godbey, Interim Finance Director
Subject: Approval of the City Demands and Payroll Including Statement of Investment for the Month of August 2025

RECOMMENDATION
The City Council is requested to approve the Demands and Payroll in the amount of $1,490,136.26, including the Statement of Investments for the month of August 2025.

BACKGROUND

1. On December 13, 1993, Ordinance 476 was adopted and codified as Cudahy Municipal Code Section 3.04.080 indicating, "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. During the month, the Finance Department completed the following demands and payroll:

A/P Demands $970,656.18
Payroll $519,480.08
Total: $1,490,136.26
Attachment A
Attachment B
Item Number
12C
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 2 of 2

ANALYSIS
The Check Register Report (Attachment A), Payroll Warrants including payroll taxes and insurance premiums (Attachment B), Statement of Investment (Attachment C) indicate that the cash and investment balance was sufficient for disbursements for the month, a summary of cash received and disbursed by month during Fiscal Year (FY) 2024-25 (Attachment D), and a summary of cash received and disbursed by month during FY 2023-24 (Attachment E).

Cudahy Municipal Code Section 3.04.070 indicates, "Budgeted demands paid by warrant prior to audit by the council shall be presented to the council for ratification and approval..."

CONCLUSION
The Finance Director certifies the accuracy and availability of funds for payment. A Demand/Warrant Register has been submitted to the City Council for approval in accordance with Cudahy Municipal Code Section 3.04.070.

STRATEGIC PLAN CORRELATION
Goal (Financial Stability and Transparency)
• Provide regular updates to the City Council and Community about the City’s finances.

FINANCIAL IMPACT
The Statement of Investments Report (Attachment C) indicates that there are sufficient funds within the City’s holdings to meet the City’s cash flow requirements.

ATTACHMENTS
A. Accounts Payable Check Register Report.

B. Payroll Warrants including payroll taxes and insurance premiums.

C. Statement of Investments
D. Summary of Cash Receipt / Disbursement by Month FY 2025-26 E. Summary of Cash Receipt / Disbursement by Month FY 2024-25 F. Credit Card Payment Detail paid during the month.
9/2/2025 7:22:05 AM Page 1 of 4
Check Report
City of Cudahy By Check Number
Date Range: 08/01/2025 - 08/31/2025
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number Bank Code: WF Checking-WF Checking
2378-3 8330 ATLANTIC AVE INC 08/13/2025 Regular 0.00 924.35 57134 11236 Anastacia Alvarez 08/13/2025 Regular 0.00 200.00 57135 10595 ARAMSCO INC 08/13/2025 Regular 0.00 887.76 57136
0057-4 AT & T 08/13/2025 Regular 0.00 449.13 57137
10413 CALIFORNIA CONTRACT CITIES ASSOCIATION 08/13/2025 Regular 0.00 4,700.00 57138 11237 Celine Gurule 08/13/2025 Regular 0.00 100.00 57139 10485 ENTERPRISE FM TRUST 08/13/2025 Regular 0.00 5,533.17 57140 11242 Evelyn Tostado 08/13/2025 Regular 0.00 500.00 57141 6086 EWING INC 08/13/2025 Regular 0.00 2,004.64 57142
10877 Fifth Asset, Inc. 08/13/2025 Regular 0.00 8,000.00 57143 6087 FIRST AMERICAN DATA TREE 08/13/2025 Regular 0.00 495.00 57144 2139-2 HDL COREN & CONE 08/13/2025 Regular 0.00 1,729.91 57145 11239 Inglorious Funnels 08/13/2025 Regular 0.00 341.77 57146 11238 Iris Rojas 08/13/2025 Regular 0.00 100.00 57147
11208 Katherine Godbey 08/13/2025 Regular 0.00 15,494.76 57148 10598 LEAF 08/13/2025 Regular 0.00 615.05 57149
11108 Los Angeles Regional Ineroperable Communicat 08/13/2025 Regular 0.00 80.00 57150 10655 LUIS AGUILAR 08/13/2025 Regular 0.00 2,510.00 57151 11222 Madeline Sophia Alvarado 08/13/2025 Regular 0.00 1,000.00 57152 11139 Minions Ice Cream 08/13/2025 Regular 0.00 729.30 57153 10720 MISSION SQUARE RETIREMENT 08/13/2025 Regular 0.00 250.00 57154 7014 NATIONWIDE ENVIRONMENTAL SERVICES INC 08/13/2025 Regular 0.00 11,171.83 57155 9717 PCAM, LLC 08/13/2025 Regular 0.00 18,703.35 57156
0095 PETTY CASH 08/13/2025 Regular 0.00 465.97 57157
9737 REGIONAL TAP SERVICE CENTER 08/13/2025 Regular 0.00 9.60 57158 10854 Roadline Products Inc., USA 08/13/2025 Regular 0.00 4,505.36 57159 11084 Rosa Peralta Leal 08/13/2025 Regular 0.00 674.96 57160 10651 RYDIN DRI-STICK DECAL CORP 08/13/2025 Regular 0.00 425.35 57161 10727 SANCHEZ AWARDS Victor Javier Sanchez 08/13/2025 Regular 0.00 1,098.08 57162 5617 SHEILA'S GIFT & FLOWERS 08/13/2025 Regular 0.00 99.45 57163 10483-1 SOUTHERN CALIFORNIA NEWS GROUP 08/13/2025 Regular 0.00 3,990.62 57164 11243 Stacy Cetina 08/13/2025 Regular 0.00 1,500.00 57165 0491 STATE CONTROLLER'S OFFICE DEPARTMENT AC 08/13/2025 Regular 0.00 551.53 57166 10853 SWA Group, Inc. 08/13/2025 Regular 0.00 10,720.00 57167 10827 Teslarian, Inc. 08/13/2025 Regular 0.00 3,200.00 57168 9991 TRANSTECH ENGINEERING, INC. 08/13/2025 Regular 0.00 121,485.97 57169 10745 TRAVELERS 08/13/2025 Regular 0.00 20,000.00 57170 11224 Tripepi Smith and Associates, Inc. 08/13/2025 Regular 0.00 395.00 57171 11241 Two Way Direct, Inc 08/13/2025 Regular 0.00 3,257.39 57172 8066 TYLER TECHNOLOGIES INC. 08/13/2025 Regular 0.00 79,076.58 57173 10806 U.S. Armor Corporation 08/13/2025 Regular 0.00 1,632.46 57174 2859 UNDERGROUND SERVICE ALERT-SC SOUTHERN 08/13/2025 Regular 0.00 74.00 57175 11181 Urban Restoration Group US Inc. 08/13/2025 Regular 0.00 1,707.34 57176 11240 Vatalina Alvino 08/13/2025 Regular 0.00 200.00 57177 5631 WELLS LOCK & KEY 08/13/2025 Regular 0.00 575.00 57178 9951 WILLDAN 08/13/2025 Regular 0.00 6,332.50 57179
10401 WILLDAN FINANCIAL SERVICES 08/13/2025 Regular 0.00 2,796.51 57180 10401 WILLDAN FINANCIAL SERVICES 08/13/2025 Regular 0.00 -2,796.51 57180 11152 4526 Santa Ana Street Property, LLC. 08/27/2025 Regular 0.00 1,496.00 57181 2378-3 8330 ATLANTIC AVE INC 08/27/2025 Regular 0.00 2,044.25 57182 11036 ACC Business 08/27/2025 Regular 0.00 442.63 57183 10942 Aillyn Ramirez 08/27/2025 Regular 0.00 100.00 57184 10896 Anaheim Lawnmower Shop 08/27/2025 Regular 0.00 292.50 57185 10595 ARAMSCO INC 08/27/2025 Regular 0.00 49.00 57186
Attachment A
Check Report Date Range: 08/01/2025 - 08/31/2025
9/2/2025 7:22:05 AM Page 2 of 4
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number 9966 AT & T LONG DISTANCE SERVICE 08/27/2025 Regular 0.00 50.20 57187 8021 AT & T MOBILITY 08/27/2025 Regular 0.00 2,523.01 57188 5136 BSN Sports LLC 08/27/2025 Regular 0.00 8,972.08 57189 4546 CENTRAL BASIN MUNICIPAL WATER 08/27/2025 Regular 0.00 123.32 57190 0136 CITY OF SOUTH GATE 08/27/2025 Regular 0.00 75.00 57191 2289 CONSOLIDATED DISPOSAL INC. 08/27/2025 Regular 0.00 4,574.29 57192 11244 Diana Canter 08/27/2025 Regular 0.00 35.00 57193
11245 Diana De La Torre 08/27/2025 Regular 0.00 47.50 57194 10723 DIONICIO SALAZAR 08/27/2025 Regular 0.00 800.00 57195 10581 FIESTA TAXI COOPERATIVE INC. 08/27/2025 Regular 0.00 18,224.69 57196 10097 FUENTES MARTIN 08/27/2025 Regular 0.00 230.00 57197 4402 GATEWAY CITIES COUNCIL OF GOVERNMENT 08/27/2025 Regular 0.00 10,000.00 57198 11251 Hardy & Harper, Inc. 08/27/2025 Regular 0.00 96,004.62 57199 11246 Jose Ovidio Romero 08/27/2025 Regular 0.00 585.00 57200 11252 Juan's Tools & Safety LLC. 08/27/2025 Regular 0.00 91.98 57201 0197 LA COUNTY SHERIFF'S DEPARTMENT 08/27/2025 Regular 0.00 1,516.77 57202 10868 Language Network, Inc. 08/27/2025 Regular 0.00 2,112.50 57203 10721 LOOMIS 08/27/2025 Regular 0.00 420.96 57204
10583 LUCERO'S IRON WORK 08/27/2025 Regular 0.00 1,750.00 57205 10583 LUCERO'S IRON WORK 08/27/2025 Regular 0.00 1,750.00 57206 10655 LUIS AGUILAR 08/27/2025 Regular 0.00 96.00 57207
11247 Maria G Jimenez 08/27/2025 Regular 0.00 200.00 57208 11248 Martina Sanchez 08/27/2025 Regular 0.00 70.00 57209 11119 MG Express 08/27/2025 Regular 0.00 5,775.00 57210 10201-1 OLIVAREZ MADRUGA LAW ORGANIZATION, LLP 08/27/2025 Regular 0.00 182,231.43 57211 10570 RADAR ENVIRONMENTAL 08/27/2025 Regular 0.00 1,231.92 57212 11249 Rogelio Lopez 08/27/2025 Regular 0.00 25.00 57213 11031 Ruff Ruff Pet Products, Inc. 08/27/2025 Regular 0.00 857.21 57214 10750 RUGAMAS CREATIVE SOLUTIONS 08/27/2025 Regular 0.00 61.80 57215 10727 SANCHEZ AWARDS Victor Javier Sanchez 08/27/2025 Regular 0.00 913.68 57216 11250 Silvia Acosta 08/27/2025 Regular 0.00 100.00 57217 9991 TRANSTECH ENGINEERING, INC. 08/27/2025 Regular 0.00 181,235.91 57218 **Void** 08/27/2025 Regular 0.00 0.00 57219
**Void** 08/27/2025 Regular 0.00 0.00 57220
**Void** 08/27/2025 Regular 0.00 0.00 57221
5631 WELLS LOCK & KEY 08/27/2025 Regular 0.00 275.00 57222 2208 WEST COAST ARBORISTS, INC. 08/27/2025 Regular 0.00 2,511.00 57223 11175 Wilcox Bistro, LLC. 08/27/2025 Regular 0.00 2,170.00 57224 9951 WILLDAN 08/27/2025 Regular 0.00 2,517.00 57225
10401 WILLDAN FINANCIAL SERVICES 08/27/2025 Regular 0.00 2,454.51 57226 10735 YUNEX, LLC. 08/27/2025 Regular 0.00 10,697.28 57227 10053 HAULAWAY STORAGE CONTAINERS 08/13/2025 Bank Draft 0.00 89.04 DFT0001056 2724 HOME DEPOT CREDIT SERVICES 08/13/2025 Bank Draft 0.00 17,798.87 DFT0001057 10603 ADVANCED IMAGING SOLUTIONS 08/13/2025 Bank Draft 0.00 244.33 DFT0001058 0070 SOUTHERN CALIFORNIA EDISON 08/13/2025 Bank Draft 0.00 12,025.63 DFT0001059 0070 SOUTHERN CALIFORNIA EDISON 08/13/2025 Bank Draft 0.00 76.00 DFT0001060 0070 SOUTHERN CALIFORNIA EDISON 08/13/2025 Bank Draft 0.00 23.86 DFT0001061 0070 SOUTHERN CALIFORNIA EDISON 08/13/2025 Bank Draft 0.00 819.43 DFT0001062 10643 STATE COMPENSATION INS FUND 08/13/2025 Bank Draft 0.00 16,028.99 DFT0001063 10603 ADVANCED IMAGING SOLUTIONS 08/27/2025 Bank Draft 0.00 152.93 DFT0001073 10640 AMAZON CAPITAL SERVICES, INC. 08/27/2025 Bank Draft 0.00 898.69 DFT0001074 10490 CHARTER COMMUNICATIONS 08/27/2025 Bank Draft 0.00 975.00 DFT0001075 10053 HAULAWAY STORAGE CONTAINERS 08/27/2025 Bank Draft 0.00 89.04 DFT0001076 0071-1 SO CAL GAS 08/27/2025 Bank Draft 0.00 23.60 DFT0001077 0071-1 SO CAL GAS 08/27/2025 Bank Draft 0.00 98.41 DFT0001078 0071-1 SO CAL GAS 08/27/2025 Bank Draft 0.00 50.33 DFT0001079 0070 SOUTHERN CALIFORNIA EDISON 08/27/2025 Bank Draft 0.00 29.98 DFT0001080 0070 SOUTHERN CALIFORNIA EDISON 08/27/2025 Bank Draft 0.00 1,453.31 DFT0001081 0070 SOUTHERN CALIFORNIA EDISON 08/27/2025 Bank Draft 0.00 26,626.81 DFT0001082 0070 SOUTHERN CALIFORNIA EDISON 08/27/2025 Bank Draft 0.00 13.96 DFT0001083 0070 SOUTHERN CALIFORNIA EDISON 08/27/2025 Bank Draft 0.00 2,769.38 DFT0001084 Check Report Date Range: 08/01/2025 - 08/31/2025
9/2/2025 7:22:05 AM Page 3 of 4
Vendor Number Vendor Name Payment Date Discount Amount Payment Type Payment Amount Number 0070 SOUTHERN CALIFORNIA EDISON 08/27/2025 Bank Draft 0.00 4,137.37 DFT0001085 Regular Checks
Manual Checks
Voided Checks
Discount
Payment
Payment Type Count
Bank Code WF Checking Summary
Bank Drafts
EFT's
91 0
4 21
0 0.00

0.00 0.00

0.00 0.00
116 0.00
Payment
889,027.73

0.00 -2,796.51
84,424.96

0.00 970,656.18
Payable
Count
158
0 0
21 0
179
Check Report Date Range: 08/01/2025 - 08/31/2025
9/2/2025 7:22:05 AM Page 4 of 4
All Bank Codes Check Summary
Payment Type Discount
Payment
Count Payment
Payable
Count
Regular Checks
Manual Checks
Voided Checks
Bank Drafts
EFT's
91 0
4 21
0 0.00

0.00 0.00

0.00 0.00
116 0.00
889,027.73

0.00 -2,796.51
84,424.96

0.00 970,656.18
158
0 0
21 0
179
Fund Name Period Amount
Fund Summary
998 Pooled Cash 8/2025 970,656.18
970,656.18
Employee
Bonus
08/12/25 08/25/25 08/31/25 Total
Payroll Check Issued 99.20 - - 99.20
(a) Direct Deposits 121,435.33 121,820.42 70,866.22 314,121.97 (b) ICMA & Union Dues 3,315.00 - - 3,315.00
(c) CalPERS Ret & 457 Plan 25,988.74 11,918.37 - 37,907.11 (d) Payroll taxes 27,410.96 45,299.34 10,360.33 83,070.63 (e) CalPERS Medical 71,494.71 - - 71,494.71
(f) Medical 4,840.73 4,630.73 - 9,471.46
Total Amount 254,584.67 183,668.86 81,226.55 519,480.08 (a) Employees / Council Members / Commissioners
(b) ICMA & Union Dues
(c) CalPERS Retirement & 457 Plan
(d) Federal / State payroll taxes and unemployment
(e) CalPERS Medical (active and retired)
(f) Medical Insurance - Active and Retired employees

CITY OF CUDAHY
Payroll - including payroll taxes and insurance premiums:

Attachment B
Type Issuer Amount % of Total
Deposit - 4588 Wells Fargo 2,353,007.84 15.13%
Checking - 7128 Wells Fargo 405,787.02 2.61%
Payroll - 4570 Wells Fargo 218,776.06 1.41%
Pooled Savings State Local Agency 7,538,870.93 48.49%
Investment Fund (LAIF)
10,516,441.85
Money Market Account Bank of New York (BNY) (a) 9,440.96 0.06% Successor Agency - 0688 Wells Fargo 5,021,405.58 32.30% 5,030,846.54
Total 15,547,288.39 100.00%
Pursuant to California Government Code Section 53646(b), I hereby certify that all investments held by the Authority are in compliance with state law and the agency's Statement of Investment Policy, and that there are sufficient funds within the agency's investment holdings to meet the Authority's cash flow requirements for the next six (6) months.

Respectfully submitted,
Acting Finance Director

CITY OF CUDAHY
Statement of Investments
August 31, 2025
Attachment C
Month
Receipts Disbursement
July 2025 $ 543,425.68 $ 5,348,611.40 (a)
August 2025 3,174,021.37 1,490,136.26
September 2025
October 2025
November 2025
December 2025
January 2026
February 2026
March 2026
April 2026
May 2026
June 2026
Total: $ 3,717,447.05 6,838,747.66
Note (a) - Capital Project $1.573M, Sheriff $1.186M (3 months) Keenan (Ins), and CalPERS Unfunded Liability $641K.

Month
Cash Receipts Disbursement
July 2025 $ 481,146.70 $ 3,109,340.64 (1)
August 2025 1,555,890.77 854,330.70
September 2025
October 2025
November 2025
December 2025
January 2026
February 2026
March 2026
April 2026
May 2026
June 2026
Total: $ 2,037,037.47 $ 3,963,671.33
Note (a) - Sheriff $1.186M (3 months) Keenan (Ins), and CalPERS Unfunded Liability $641K.

All Funds
General Fund
City of Cudahy
Summary of Cash Receipt/Disbursement by Month - FY 2025-2026 Attachment D
Month
Receipts Disbursement
July 2024 $ 1,537,864.08 $ 3,641,311.49 (a)
August 2024 995,697.04 1,290,369.09
September 2024 913,424.92 3,023,210.74 (b)
October 2024 1,231,618.97 2,197,219.69 (c)
November 2024 210,291.23 842,168.80
December 2024 808,306.87 1,601,849.17
January 2025 3,780,451.34 (d) 1,721,266.39
February 2025 880,961.79 1,447,014.74
March 2025 900,181.23 1,561,541.79
April 2025 1,786,755.19 (e) 1,900,675.18
May 2025 2,642,468.32 (f) 2,162,630.14
June 2025 1,051,756.76 3,922,309.00 (g)
Total: $ 16,739,777.74 25,311,566.22
Note (a) - City liab. & workers comp insurance, and PERS unfunded pension liab.

Note (b) - Includes $1.7M Debt Service payment
Note (c) - Includes Aug & Sep Sheriff invoice payments
Note (d) - Includes $1.888M in Motor Vehicle In-Lieu taxes Note (e) - Includes $319K in Franchise Fees
Note (f) - Includes $1.888M in Motor Vehicle In-Lieu receipt Note (g) - Includes $2.088M for LA River and $876K for Lugo Park Projects Month
Cash Receipts Disbursement
July 2024 $ 963,942.68 $ 2,896,825.05 (1)
August 2024 678,458.46 1,051,901.91
September 2024 545,421.73 998,247.07
October 2024 765,107.19 1,845,289.62 (2)
November 2024 133,653.35 647,782.87
December 2024 571,683.73 1,210,748.09
January 2025 3,218,974.09 1,364,627.64
February 2025 557,476.33 1,172,987.78
March 2025 605,946.32 1,221,490.94
April 2025 1,158,417.08 1,577,473.09
May 2025 2,510,862.37 (3) 1,445,412.30
June 2025 585,119.44 633,663.29
Total: $ 12,295,062.77 $ 16,066,449.65
Average Per Month: 1,024,588.56 1,338,870.80
Note (1) - City liab. & workers comp ins, and PERS unfunded pension liab.

Note (2) - Includes Aug & Sep Sherrif invoice payments
Note (3) - Includes $1.888M in Motor Vehicle In-lieu taxes City of Cudahy
Summary of Cash Receipt/Disbursement by Month - FY 2024-2025 All Funds
General Fund
Attachment E
Supplier - Name Amount G/L Acct
Belnick Retail 12,212.59 Chairs for city facilities.

Rcx*mlsgo Purchased soccer uniforms for the City of Cudahy's sports program. 9,863.60 Sq *tnt Fireworks Fireworks for Firework stand 4,553.20 Discount Playground Playground/seal rubber flooring repair 3,898.06 Full Source, Llc Staff uniform purchase 3,349.65
Zoom.Com 888-799-9666 Zoom Cloud Monthly Subscription for City Clerk 3,037.34 Sixflags Mm Valenciaca Magic mountain tickets for 8/9/25 with the $30 parking fee 2,370.00 T.L. Shield & Associates Lugo wheelchair lift 2,171.26
Mlb*los Angeles Angels Community Excursion to Angels baseball game. 2,025.00 Vistaprint City merchandise - brand advertising. 1,900.95 Westin Pch Tree Fd NALEO Economic Leadership and Governance Forum 1,828.20 Axs.Comstaples Center Excursion to Monster Jam 8/23 1,740.80 Apa Ca* Apa California Conference registration for staff to attend APA Conference 1,732.50 Lenovo Office computer 1,446.45
League Of California Cit League of California Cities 2025 Annual Conference and Expo. 1,425.00 Sp Backpacks Usa Backpacks for Recreation program 1,008.60 Staples Inc 10 boxes of paper for office use 913.72
American Air ACM Travel - Washington 882.13
Dd *doordash Chick-Fil Lunch for employee quarterly meeting 803.67 Maintenance Superinten MSA training 796.90
Msft * E0300wz8rl Microsoft Office 365 Monthly Subscription 690.00 Www.Gomsa.Net MSA yearly membership 674.65
Adobe *800-833-6687 Adobe Acrobat Monthly Subscription 671.72 City Clerks Associatio California Municipal Clerks Association Memberships for staff 600.00 Amazon Mktpl Giant scissors for ribbon cutting ceremonies (Lugo park) 562.75 Sq *a.Y. Nursery, Inc Cudahy Park tree planting 554.46
Vivint Inc/Us Alarm company 522.85
Alaska Air Travel and meetings 416.60
World Famous Grill Office Supplies 366.70
Pizza Hut 024831 Recreation Supplies 330.01
Msft * E0300wz7d0 Subscription 329.73
Hotelcom73190170192852 Travel and meetings 300.46
Hotelcom73190172889854 Travel and meetings 300.46
Societyforhumanresource Professional Membership 299.00
Big 5 Sporting Goods 134 Recreation Supplies 293.77
The Webstaurant Store Inc Building Materials 265.16
Hotelcom73160209660618 Travel and meetings 258.10
Asap Professional Membership 199.00
Samsclub #6626 Office Supplies 198.34
Smart And Final 319 Travel and meetings 187.17
Walmart.Com 8009256278 Office Equipment 170.56
Sp Enviro Design Produ Street Maintenance supplies 146.98 Business.Apple.Com Miscellaneous expense 146.51
Jersey Mikes Online Uc Office Supplies 112.95
Gorlitz Sewer And Drain Building Materials 111.84
Star Cleaners Miscellaneous expense 108.00
In *triple Ink Design & P Uniforms 104.26
Jims Burgers #2 Training and Education 95.95
Cudahy Vehicle Maintenance 89.94
Robert Brooke & Assoc In Park Maintenance & Supplies 77.97 Amazon Reta* Nq7859i01 Office Supplies 76.74
Puntip Cuisine Llc Travel and meetings 66.66
Ushr Flag Sales Contractual 62.95
U-Haul At Atlantic Ave Food Distribution 59.05
El Pescador 7 Travel and meetings 52.89
Cuernavacas Grill Travel and meetings 52.28
Tst* Bar Louie - Downey Travel and meetings 44.33
Dennys #6903 Travel and meetings 42.56
Cudahy Sinclair Gasoline 40.92
The Marketplace Grill Caf Travel and meetings 36.95
Bitly.Com Subscription 35.00
Msft * E0300wz9lx Subscription 32.00
Allianz Travel Ins Travel and meetings 31.93
Staples 00113670 Office Supplies 26.51
Starbucks 800-782-7282 Office Supplies 22.00
Hotelcom73183441954882 Travel and meetings 21.20
Openai *chatgpt Subscr Contractual 20.00
Msft * E0300wzbqz Subscription 16.00
Arco #42945 Food Distribution 14.99
Socialwick Advertising 14.52
Wm Supercenter #3180 Miscellaneous expense 14.50
Tst* Nothing Bundt Cakes Office Supplies 13.50
Currency Conversion Fee Advertising 0.15
67,943.14

CITY OF CUDAHY
Credit Card Payment Detail
Jul 01, 2025 to Jul 31, 2025 paid on Aug 06, 2025

Attachment F
Blank Page
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Staff Report
09/16/2025 Page 1 of 3

STAFF REPORT
Date: September 16, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Consideration to Appoint Erica Dominguez to the Planning Commission

RECOMMENDATION
The City Council is requested to:

1. Remove Elias Zepeda from the Planning Commission; and

2. Appoint Erica Dominguez to the Planning Commission, Council Member Fuentes's appointment.

BACKGROUND
On January 17, 2023, Council Member Fuentes appointed Planning Commissioner Yessica Alvarez, who resigned on March 18, 2025, creating a vacancy on the Planning Commission.

On March 18, 2025, the City of Cudahy entered into a memorandum of understanding (MOU) with the Cudahy Chamber of Commerce.

On April 15, 2025, Council Member Fuentes appointed Planning Commissioner Elias Zepeda.

After staff verification to ensure Mr. Zepeda met the city's qualifications to serve as commissioner, staff found that Mr. Zepeda is the Chief Executive Officer of the Cudahy Chamber of Commerce, a non-profit organization classified as a 501(c)(6).

Per the city's municipal code section 2.32.020 (Appointment, reappointment and removal), "No commissioner shall serve on the board of any nonprofit sponsored by the city while occupying a commissioner seat; failure to recuse themselves from the board of a city sponsored non-profit will disqualify the individual from the commission." Therefore, Mr.

Item Number
12D
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Staff Report
09/16/2025 Page 2 of 3
Zepeda's seat must be vacated, and a new commissioner appointed in his place.

ANALYSIS
In accordance with Ordinance No. 719, each member of the City Council shall appoint one member to each Commission. The appointed commissioner shall serve concurrently with the Council Member who appointed them. All appointments and removals of commissioners shall occur during an open meeting of the city council.

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

To qualify to serve on the planning commission, individuals must meet one of the following:
• Cudahy Resident
• City Business Owners
• Employed in the City
• Nonprofit that provides services in the City
Each person seeking a position on a Commission shall complete an application and submit to a Live Scan background check upon appointment and before swearing into office. Some Commissions may be requested to file a Conflict of Interests Statement pursuant to Fair Political Practices regulations. Information will be provided by the Office of the City Clerk. City Council Members may appoint commission applicants or choose to bring forward their nominee, and staff can verify after their appointment if they meet qualifications.

CONCLUSION
Currently, the Planning Commission has one vacancy. Therefore, the City Council is recommended to appoint Erica Dominguez to the Planning Commission, Council Member Fuentes’s appointment.
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Staff Report
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STRATEGIC PLAN CORRELATION
Goal F

4. Identify methods to connect with community members, including soliciting input on a regular basis.

7. Foster relationship building among residents.

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

ATTACHMENT
A. Ordinance No. 719
ORDINANCE NO. 719

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF CUDAHY AMENDING CHAPTER 2.32 (CITY
COMMISSIONERS), AND REPEALING CHAPTER 2.58
(CUDAHY ECONOMIC DEVELOPMENT COMMISSION)
OF TITLE 2 (ADMINISTRATION AND PERSONNEL) OF

THE CUDAHY MUNICIPAL CODE
WHEREAS, on September 7, 1976, the City Council for the City of Cudahy ("City Council") adopted Ordinance No. 213 establishing the qualifications and terms for Commissions in the City of Cudahy ("City"); and
WHEREAS, on July 18, 1988, the City Council adopted Ordinance No. 395, amending the qualifications regarding Commission membership for all City Commissions; and
WHEREAS, on October 4, 1993, the City Council adopted Ordinance No. 482, amending the term for City Commissioners; and
WHEREAS, City Commissioners provide a valuable service to the City by advising the City Council on numerous issues; and
WHEREAS, the City Council wishes to update the Cudahy Municipal Code ("Municipal Code") to provide a better opportunity for residents and business owners of the City to participate in the City Council's decision-making processes.

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

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

Section 2. Chapter 2.32 (City Commissioners) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code is hereby amended in its entirety to read as follows:
"Chapter 2. 32
City Commissioners

2.32.010 Qualification
All Commissions shall consist of five (5) members ("Commissioners''). No person shall be qualified for appointment to any commission unless such person is either a resident of the City, business owner in the City, is employed in the City, or employed at a nonprofit that provides services for the City. Current elected officials from the City and all City employees are prevented from serving on any commission. Immigration status will Attachment A
Ordinance No. 719

not be verified.

Each person seeking appointment to a Commission shall complete an application provided by the City and submit to a Live Scan background check after being appointed to a Commission and before being sworn into office. Live Scan background checks are confidential and are not a public record.

2. 32. 020 Appointment, Reappointment and Removal
Each member of the City Council shall have authority to appoint one (1) member to each Commission. Each Councilmember shall appoint their Commissioner within thirty (30) days of assuming office or from a vacancy occurring for said Commission. If no appointment is made within sixty (60) days after assumption of office of the appointing Councilmember, the City Council shall appoint a Commissioner to the vacant seat by a majority vote.

Each Commissioner shall serve on only one (1) Commission at a time, occupation of two or more commission seats at one time will disqualify the individual from all Commissions.

Commission members may be removed from their appointment due to disqualification as provided in this Chapter or upon the sole decision by the Councilmember who appointed said Commissioner. All appointments and removals of Commissioners shall occur during an open meeting of the City Council. If removal of a Commissioner occurs, the (;ity Clerk shall send notice to that Commissioner at the last address on file with the City.

2.32.030 Term of Office
Each Commissioner shall serve one four (4) year term, unless removed by the appointing Councilmember or as a result of disqualification as set forth herein. No Commissioner shall serve for a period which exceeds the time in office for the Councilmember appointing said Commissioner. In the event that the appointing Councilmember completes his or her term, vacates office, or is no longer holding office, the term of the Commissioner appointed by said Councilmember shall be terminated concurrently. Nothing contained in this section shall prevent a Councilmember, whether newly appointed or not, from appointing the individual back to the same Commission or to a different Commission.

2.32.040 Training
Each appointed Commissioner shall, within ninety (90) days of appointment, certify in writing that they have completed all City sponsored trainings required for Commissioners, required trainings will include but are not limited to, the Brown Act, Robert Rules of Order, conflicts of interest, code of conduct, and ethics. Failure to complete all required trainings will result in disqualification of the Commissioner.

Ordinance No. 719

2. 32. 050 Code of Conduct
All Commissioners must agree to sign and abide by the Commissioner Code of Conduct set by resolution. Failure to abide by the Code of Conduct will result in disqualification of the Commissioner by a majority vote of the Council.

2. 32. 060 Absences
Any Commissioner with three unexcused consecutive absences will immediately, after adjournment of the third consecutive meeting, result in a vacant seat unless his or her absence is excused by a majority vote of the other Commissioners and reflected in the official minutes of the commission.

2.32.070 Vacancy
If for any reason a vacancy occurs, the vacancy shall be filled by the Counci/member who appointed said Commissioner for the unexpired portion of such term.

2.32.080 Vacancy Due to Disqualification
When a Commissioner no longer meets the qualifications for the Commission as set by this Chapter, the Commissioner shall be disqualified, and the seat shall become vacant.

2. 32. 090 Quorum
Three members of the commission shall constitute a quorum necessary to transact business, anything Jess than three members may adjourn the meeting until quorum can be obtained.

2.32.100 Organization
The Organization of each Commission shall be set by resolution.

2.32.110 Meetings
Each commission shall hold at least one regular meeting each month at such time and place set by resolution.

When a regular meeting falls on a legal holiday, the meeting shall be held at the same hour on the next regular business day after the holiday. All meetings of the Commissions shall be open and public, and subject to all laws of the state of California e.g., the Brown Act, Robert Rules of Order, Open Public Meeting Act. The Commission shall adopt its own rules for the transaction of its business and keep a record of resolutions, findings and recommendations and actions voted upon. A report of each meeting of the Commission shall be given to the City Council once finalized and approved by the Commission.

Ordinance No. 719

2.32.120 Special Meetings
Each Commission shall be limited to no more than three (3) special meetings per fiscal year with compensation. If a clerical error is caused by City Staff that requires the Commission conduct a special meeting, the Commission will be allowed to conduct such meeting with compensation.

2.32.130 Compensation
Commissioners shall receive a stipend for their attendance at each meeting in the amount set by resolution.

2.32.140 Review and Termination of Commission
The City Council will hold annual reviews, at the time set by resolution, to evaluate whether each Commission is still necessary. Should the Council decide to terminate a Commission, termination of any Commission shall require a majority vote of the City Council during open session of a regular meeting.

Commissions created with a set expiration date included in the resolution will not require any additional City Council action prior to termination." Section 3. Chapter 2.58 (Cudahy Economic Development Commission) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code is hereby repealed in its entirety.

Section 4. 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 5. 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 6. 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 7. Construction. This Ordinance is intended to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be Ordinance No. 719

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

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

PASSED, APPROVED and ADOPTED by the City Council of the City of Cudahy this 5th day of April 2022.

Elizabeth Alcan1ar
Mayor \J
ATTEST:
-
City Clerk
Ordinance No. 719

CERTIFICATION

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF CUDAHY
SS:

I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No. 719 was introduced for a first reading on the 15th day of March 2022 and approved for a second reading and adopted by said Council at its regular meeting held on the 5
th day of April 2022 by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Lomeli, Gonzalez, and Alcantar
Guerrero
Lozoya
None
Richard
City
�---
Clerk
Igles�
I·
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Staff Report
09/16/2025 Page 1 of 3

STAFF REPORT
Date: September 16, 2025
To: Honorable Mayor and City Council
From: Alfonso Noyola, City Manager
Paloma McEvoy, Assistant City Attorney
Subject: Adoption of Resolution No. 25-51 Approving the Assignment and Assumption of the Amended and Restated Development Agreement and of the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants with Prima Development

RECOMMENDATION
The City Council is requested to adopt Resolution No. 25-51:
• Determining that the proposed actions in the Resolution are not subject to the California Environmental Quality Act (“CEQA”) because the environmental impacts associated with the proposed development were already analyzed in an Addendum to the 2018 Environmental Impact Report (State Clearinghouse No. 2017071071), therefore no further action is required under CEQA.
• Approving the Assignment and Assumption of the Amended and Restated Development Agreement with Prima Development; and
• Approving the Assignment and Assumption of the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants with Prima Development.

BACKGROUND

1. On October 20, 2020, the City Council held a duly noticed public hearing and adopted Ordinance No. 711, which approved a development agreement with Prima Development to provide for a mixed-use project including affordable housing units for senior citizens below certain income thresholds and ground floor healthcare and general office space (the “Original Project”) on the parcel located at 4610 Santa Ana Street, Cudahy CA 90201 (the “Property”).

2. On September 21, 2021, the City Council held a duly noticed public hearing, and on October 5, 2021, approved Ordinance No. 715, which adopted an Amended and Restated Item Number
12E
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Development Agreement providing for various modifications to the Original Project, which included the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants (the “Original Regulatory Agreement”) as an exhibit.

3. On February 1, 2022, the City Council held a duly noticed public hearing and approved Ordinance No. 717 for the First Amendment to the Amended and Restated Development Agreement providing for various modifications to the Original Project scope to eliminate one floor, reducing the total number of residential units to 140, among other modifications, (hereinafter referred to as the “Project”), including modifications to the Original Regulatory Agreement (the Amended and Restated Development Agreement as amended by the First Amendment to the Amended and Restated Development Agreement is referred to as the “Development Agreement.” The Original Regulatory Agreement as amended by the First Amendment to the Amended and Restated Development Agreement is referred to as the “Regulatory Agreement.”).

4. Pursuant to the terms of the Development Agreement, Prima Development may assign the Development Agreement and Regulatory Agreement subject to City Council approval.

5. Prima Development has requested to assign the Development Agreement and the Regulatory Agreement, and all rights and obligations thereunder, to Cudahy Senior Apartments LP, a California limited partnership formed by Prima Development’s affiliate.

ANALYSIS
The terms of the Development Agreement and Regulatory Agreement require Prima Development to obtain City Council approval of an assignment and assumption agreement to effectuate the respective assignments.

Prima Development has requested these assignments due to the proposed financing structure for the Project; because the Project will be developed using Low-Income Housing Tax Credit (LIHTC) funding, project financing sources will include funds from federal, state, and local programs, as well as from private investors and lenders. Limited partnerships including developers and investors are typical in LIHTC project financing. The proposed assignee, Cudahy Senior Apartments LP, includes Prima Development’s affiliate and investors.

CONCLUSION
In order to facilitate development of the Project, City Council is requested to approve the Assignments and Assumptions of the Development Agreement and of the Regulatory Agreement with Prima Development by adopting Resolution 25-51. “Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 3 of 3

FINANCIAL IMPACT
No financial impact.

ATTACHMENTS
A. Resolution No. 25-51
B. Assignment and Assumption of the Amended and Restated Development Agreement C. Assignment and Assumption of the Regulatory Agreement D. Ordinance No. 711
E. Ordinance No. 715
F. Ordinance No. 717
RESOLUTION NO. 25-51

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUDAHY APPROVING THE ASSIGNMENT AND

ASSUMPTION OF THE AMENDED AND RESTATED

DEVELOPMENT AGREEMENT WITH PRIMA

DEVELOPMENT FOR CERTAIN REAL PROPERTY
LOCATED AT 4610 SANTA ANA STREET (ASSESSOR
PARCEL NUMBER 6224-019-014) AND THE ASSIGNMENT

AND ASSUMPTION OF THE SENIOR CITIZEN HOUSING

PROJECT REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS WITH

PRIMA DEVELOPMENT FOR CERTAIN REAL PROPERTY
LOCATED AT 4610 SANTA ANA STREET (ASSESSOR
PARCEL NUMBER 6224-019-014)
WHEREAS, on October 20, 2020, the City Council of the City of Cudahy (“City Council”) held a duly noticed public hearing and adopted Ordinance No. 711, which approved a development agreement with Prima Development, a California nonprofit public benefit corporation (“Developer”), recorded on July 15, 2022 as Instrument No. 2022-0730989 in the Official Records of Los Angeles County (the “Official Records”), to provide for a six-story mixed-use project comprised of 179 affordable housing units and ground floor healthcare and general office space (the “Original Project”) on that certain

1.34-acre parcel located at 4610 Santa Ana Street, Cudahy CA 90201 (the “Property”).

WHEREAS, on September 21, 2021, the City Council held a duly noticed public hearing, and on October 5, 2021, approved Ordinance No. 715, which adopted an Amended and Restated Development Agreement (“Original Development Agreement”) to provide for various modifications to the Original Project. The Original Development Agreement was recorded on December 16, 2022 as Instrument No. 2022-1176950 in the Official Records.

WHEREAS, the Original Development Agreement included the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants (the “Original Regulatory Agreement”) as an exhibit. On November 16, 2021, the City and Developer executed the Original Regulatory Agreement, but the Original Regulatory Agreement was never recorded.

WHEREAS, on February 1, 2022, the City Council held a duly noticed public hearing and approved Ordinance No. 717 for the First Amendment to the Amended and Restated Development Agreement (“First Amendment to Development Agreement”), which modified the Original Project scope to eliminate one floor, reducing the total number of residential units to 140 (hereinafter referred to as the “Project”), and revising provisions of the Original Regulatory Agreement, among other modifications. The First Amendment to Development Agreement was recorded on December 16, 2022 as Instrument No.

Attachment A
Resolution No. 25-51
2022-1176979 in the Official Records. (The Original Development Agreement as amended by the First Amendment to Development Agreement is hereinafter referred to as the “Development Agreement.” The Original Regulatory Agreement as amended by the First Amendment to Development Agreement is hereinafter referred to as the “Regulatory Agreement.”).

WHEREAS, as permitted under Section 21.1 of the Development Agreement, Developer desires to assign all of its rights and obligations under the Development Agreement to Cudahy Senior Apartments LP, a California limited partnership.

WHEREAS, as permitted under Section 5.10 of the Regulatory Agreement, Developer desires to assign all of its rights and obligations under the Regulatory Agreement to Cudahy Senior Apartments LP, a California limited partnership.

WHEREAS, the assignment and assumption of the rights and obligations under the Development Agreement and Regulatory Agreement are subject to the City Council’s approval of an assignment and assumption agreement (collectively, the “Assignment and Assumption Agreements”).

NOW, THEREFORE, the City Council of the City of Cudahy hereby finds, determines, declares, orders and resolves as follows:

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

Section 2. The Assignment and Assumption of the Amended and Restated Development Agreement, a draft of which is attached and incorporated herein as Exhibit “A” is hereby approved.

Section 3. The Assignment and Assumption of the Regulatory Agreement, a draft of which is attached and incorporated herein as Exhibit “B” is hereby approved.

Section 4. The City Manager is hereby designated to take any action and execute any documents necessary to implement the Assignment and Assumption Agreements.

Section 5. The City Attorney is hereby authorized to make clarifying changes as necessary to effectuate the intent of the foregoing Assignment and Assumption Agreements.

Section 6. The actions herein are not subject to the California Environmental Quality Act (“CEQA”) (Pub. Res. Code § 21000 et seq.), because the actions herein do not authorize or approve any development. The Project’s environmental impacts were already analyzed in an Addendum to the 2018 Environmental Impact Report (State Clearinghouse No. 2018071071), therefore no further action is required under CEQA.

Section 7. The City Clerk shall certify to the passage and adoption of this Resolution and the same shall thereupon take effect and be in force immediately upon the transfer of the Property to Cudahy Senior Apartments LP.

Resolution No. 25-51
ADOPTED, SIGNED AND APPROVED this ____ day of _______, 2025. ___________________________
Elizabeth Alcantar Loza
Mayor
ATTEST:

Richard Iglesias
City Clerk
Resolution No. 25-51
I, Richard Iglesias, City Clerk of the City of Cudahy, do hereby certify that the foregoing Resolution was adopted by said City Council of the City of Cudahy at a meeting of the City Council of the City of Cudahy held on ______ day of _______, 2025 and that it was so adopted by the following vote:

AYES: __________
NOES: __________
ABSTENTIONS: __________
ABSENT: __________
_____________________________
Richard Iglesias
City Clerk
KH 1250402.4

FREE RECORDING IN

ACCORDANCE WITH

CALIFORNIA GOVERNMENT
CODE SECTION 27383

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Cudahy
c/o City Clerk
5220 Santa Ana Street
Cudahy, CA 90201

ASSIGNMENT AND ASSUMPTION OF THE AMENDED AND RESTATED

DEVELOPMENT AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION OF THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this “Assignment”), is entered into as of September [__], 2025, by and among PRIMA DEVELOPMENT, a California nonprofit public benefit corporation (“Assignor”), CUDAHY SENIOR APARTMENTS LP, a California limited partnership (“Assignee”), the CITY OF CUDAHY, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California (“City” and collectively with Assignor and Assignee the “Parties”).

RECITALS:

A. On October 20, 2020, the City Council of the City of Cudahy (“City Council”) held a duly noticed public hearing and adopted Ordinance No. 711, which approved a Development Agreement, recorded on July 15, 2022 as Instrument No. 2022- 0730989 in the Official Records of Los Angeles County (the “Official Records”), to provide for a six-story mixed-use project comprised of 179 Dwelling Units and ground floor Healthcare Office Space and General Office Space on that certain

1.34-acre parcel located at 4610 Santa Ana Street, Cudahy CA 90201 (the “Property”), as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference.

B. On September 21, 2021, the City Council held a duly noticed public hearing, and on October 5, 2021, approved Ordinance No. 715, which adopted an Amended and Restated Development Agreement (“Original Development Agreement”), with an effective date of November 4, 2021, to provide for various modifications to the project proposed on the Property. The Original Development Agreement was recorded on December 16, 2022 as Instrument No. 2022-1176950 in the Official Records.

C. On February 1, 2022, the City Council held a duly noticed public hearing and approved Ordinance No. 717 for the First Amendment to the Amended and Restated Development Agreement (“First Amendment to Development Attachment B
2 KH 1250402.4
Agreement”), which modified the Project scope to eliminate one floor of the Project, reducing the total number of residential units to 140, among other modifications, and was recorded on December 16, 2022 as Instrument No. 2022- 1176979 in the Official Records. The Original Development Agreement as amended by the First Amendment to Development Agreement is hereinafter referred to as the “Development Agreement.”;
D. The Development Agreement sets forth the terms and conditions pursuant to which a mixed-use affordable senior housing project to be named Amanda Villas (the “Project”) may be developed on the Property;
E. Assignee, Cudahy Senior Apartments LP, was formed by Assignor’s affiliate, PRIMA CS GP LLC, a California limited liability company, and National Community Renaissance of California, a nonprofit public benefit corporation (“National Core”), in order to develop, own and operate the Project on the Property. Assignee and Assignor entered into that certain Purchase and Sale Agreement for the Property made as of August 20, 2024 (the “PSA”); F. The Development Agreement runs with the land and is binding upon and inures to the benefit of subsequent owners of the Property and requires the consent of the City for the rights and obligations under the Development Agreement to be transferred;
G. As permitted under Section 21.1 of the Development Agreement, Assignor desires to assign all of its rights and obligations under the Development Agreement to Assignee, and Assignee desires to assume all of the rights and obligations of Assignor under the Development Agreement; and
H. The Parties have entered into this Assignment to (a) confirm and affirm the assignment and assumption of the Development Agreement by Assignee and to (b) update noticing addresses pursuant to Section 22.12.1 of the Development Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES HEREIN

CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT

AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND INTENDING TO

BE LEGALLY BOUND HEREBY, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:

1. Assignment and Assumption of the Development Agreement

1.1. Assignment. Assignor hereby assigns, transfers and delivers unto Assignee all of Assignor’s rights and obligations under the Development Agreement.

1.2 Assumption. Assignee hereby assumes all Assignor’s rights and obligations under the Development Agreement. Assignee further assumes and agrees to timely keep, fulfill and perform of the terms, covenants and conditions required to be kept, performed and fulfilled by 3 KH 1250402.4
Assignor under the Development Agreement by Assignor under the Development Agreement to the same extent as if the Assignee has been an original party to the Development Agreement.

1.3 City Acknowledgment. On September 16, 2025, pursuant to Section 21.1 of the Development Agreement, the City Council considered and reviewed this Assignment and approved the Assignment by a X-X vote. City acknowledges, accepts and consents to the assignment of all of Assignor’s rights and obligations under the Development Agreement to Assignee and Assignee’s assumption of all of Assignor’s rights and obligations under the Development Agreement.

2. Provision of Notice

2.1. Upon City Council approval of this Assignment, pursuant to Section 22.12.1 of the Development Agreement, Assignee hereby designates the following changes in addresses for notices:

CUDAHY SENIOR APARTMENTS LP
c/o National Community Renaissance of California
9692 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
Attention: President
Email: [email protected]
With copies to:

National Community Renaissance of California
9692 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
Attention: General Counsel
Email: [email protected]
Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, DC 20005
Attention: Jed D’Abravanel
Email: [email protected]

3. Governing Law and Venue. This Assignment shall be governed by and construed in accordance with the laws of the State of California, with venue in Los Angeles County.

4. Severability. If any provision of this Assignment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Assignment shall not in any way be affected or impaired thereby, and the rights and obligations of the Parties shall be construed and enforced as if the Assignment did not contain that particular part, term, or provisions to be held invalid, illegal or unenforceable. 4 KH 1250402.4

5. Multiple Originals; Counterparts. This Assignment may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

6. Authority. The individuals executing this Assignment and the instruments refenced herein on behalf of the Parties, each represent and warrant that they have the legal power, right and actual authority to bind the Parties to the terms and conditions hereof and thereof. [SIGNATURE PAGE FOLLOWS]
5 KH 1250402.4
IN WITNESS WHEREOF, the parties hereby execute and enter into this Assignment as of the date set forth above and agree to be bound hereby.

CITY:

CITY OF CUDAHY,
a California municipal corporation
By: _____________________________
Name:

Title:
6 KH 1250402.4

ACKNOWLEDGEMENT
State of California
County of _______________)
On __________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________________________. (Seal)
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.
7 KH 1250402.4
ASSIGNOR:

Prima Development
a California nonprofit public benefit corporation,
By:______________________________
Name: Fernando Vasquez
Its: President
8 KH 1250402.4

ACKNOWLEDGEMENT
State of California
County of _______________)
On __________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________________________. (Seal)
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.
9 KH 1250402.4
ASSIGNEE:

CUDAHY SENIOR APARTMENTS LP,
a California limited partnership
By: NCRC CS GP LLC
a California limited liability company
its managing general partner
By: National Community Renaissance of California
a California nonprofit corporation, its manager
By: ______________________________
Name: Michael Ruane
Title: President
10 KH 1250402.4

ACKNOWLEDGEMENT
State of California
County of _______________)
On __________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________________________. (Seal)
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.
11 KH 1250402.4
Exhibit A
Legal Description

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CUDAHY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

THE EASTERLY 70 FEET OF LOT 6, BLOCK P, OF TRACT NO. 349, IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

THE WESTERLY 128 FEET OF LOTS 1 AND 2 IN BLOCK P, OF TRACT NO. 349, IN THE CITY OF

CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 6224-019-901
KH 1250408.4

FREE RECORDING IN

ACCORDANCE WITH

CALIFORNIA GOVERNMENT
CODE SECTION 27383

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Cudahy
c/o City Clerk
5220 Santa Ana Street
Cudahy, CA 90201

ASSIGNMENT AND ASSUMPTION OF THE CITY OF CUDAHY SENIOR CITIZEN

HOUSING PROJECT REGULATORY AGREEMENT AND DECLARATION OF

RESTRICTIVE COVENANTS

THIS ASSIGNMENT AND ASSUMPTION OF THE CITY OF CUDAHY SENIOR

CITIZEN HOUSING PROJECT REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS (this “Assignment”), is entered into as of September [__], 2025, by and among PRIMA DEVELOPMENT, a California nonprofit public benefit corporation (the “Assignor”), CUDAHY SENIOR APARTMENTS LP, a California limited partnership (“Assignee”), the CITY OF CUDAHY, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California (“City” and collectively with Assignor and Assignee the “Parties”).

RECITALS:

A. On October 20, 2020, the City Council of the City of Cudahy (“City Council”) held a duly noticed public hearing and adopted Ordinance No. 711, which approved a Development Agreement to provide for a six-story mixed-use project comprised of 179 Dwelling Units and ground floor Healthcare Office Space and General Office Space on that certain 1.34-acre parcel located at 4610 Santa Ana Street, Cudahy CA 90201 (the “Property”), as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference.

B. On September 21, 2021, the City Council held a duly noticed public hearing, and on October 5, 2021, approved Ordinance No. 715, which adopted an Amended and Restated Development Agreement (“Original Development Agreement”), with an effective date of November 4, 2021, to provide for various modifications to the project proposed on the Property. The Original Development Agreement was recorded on December 16, 2022 as Instrument No. 2022-1176950 in the Official Records of Los Angeles County (the “Official Records”).

C. The Original Development Agreement included the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants (the “Original Regulatory Agreement”) as an exhibit. On November 16, 2021, the City and Attachment C
2 KH 1250408.4
Assignor executed the Original Regulatory Agreement, attached hereto and incorporated by reference as Exhibit “B”, however, the Original Regulatory Agreement was never recorded.

D. On February 1, 2022, the City Council held a duly noticed public hearing and approved Ordinance No. 717 for the First Amendment to the Amended and Restated Development Agreement (“First Amendment to Development Agreement”), which modified the Project scope to eliminate one floor of the Project, reducing the total number of residential units to 140, and revising provisions of the Original Regulatory Agreement, among other modifications. The First Amendment to Development Agreement was recorded on December 16, 2022 as Instrument No. 2022-1176979 in the Official Records. (The Original Development Agreement as amended by the First Amendment to Development Agreement is hereinafter referred to as the “Development Agreement.” The Original Regulatory Agreement as amended by the First Amendment to Development Agreement is hereinafter referred to as the “Regulatory Agreement.”);
E. The Development Agreement sets forth the terms and conditions pursuant to which a mixed-use affordable senior housing project to be named Amanda Villas (the “Project”) may be developed on the Property;
F. Assignee, Cudahy Senior Apartments LP, was formed by Assignor’s affiliate, PRIMA CS GP LLC, a California limited liability company, and National Community Renaissance of California, a nonprofit public benefit corporation (“National Core”), in order to develop, own and operate the Project on the Property and Assignee and Assignor entered into that certain Purchase and Sale Agreement for the Property made as of August 20, 2024 (the “PSA”); G. The Regulatory Agreement runs with the land and is binding upon and inures to the benefit of subsequent owners of the Property and requires the consent of the City for the Property or the Project to be transferred;
H. As permitted under Section 5.10 of the Regulatory Agreement, Assignor desires to assign all of its rights and obligations under the Regulatory Agreement to Assignee, and Assignee desires to assume all of the rights and obligations of Assignor under the Regulatory Agreement; and
I. The Parties have entered into this Assignment to (a) confirm and affirm the assignment and assumption of the Regulatory Agreement by Assignee and to (b) update noticing addresses for the Regulatory Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES HEREIN

CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT

AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, AND INTENDING TO

BE LEGALLY BOUND HEREBY, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS:
3 KH 1250408.4

1. Assignment and Assumption of Regulatory Agreement

1.1. Assignment. Assignor hereby assigns, transfers and delivers unto Assignee all of Assignor’s rights and obligations under the Regulatory Agreement.

1.2 Assumption. Assignee hereby acknowledges, accepts, and assumes all Assignor’s rights and obligations under the Regulatory Agreement. Assignee further assumes and agrees to timely keep, fulfill and perform of the terms, covenants and conditions required to be kept, performed and fulfilled by Assignor under the Regulatory Agreement by Assignor under the Regulatory Agreement to the same extent as if the Assignee has been an original party to the Regulatory Agreement.

1.3 City Acknowledgment. On September 16, 2025, pursuant to Section 5.10 of the Regulatory Agreement, the City Council considered and reviewed this Assignment and approved the Assignment by a X-X vote. City acknowledges, accepts and consents to the assignment of all of Assignor’s rights and obligations under the Regulatory Agreement to Assignee and Assignee’s assumption of all of Assignor’s rights and obligations under the Regulatory Agreement.

2. Provision of Notice

2.1. Upon City Council approval of this Assignment, Assignee hereby designates the following updates to the contact information to Section 6.14 of the Regulatory Agreement, as follows:

CUDAHY SENIOR APARTMENTS LP
c/o National Community Renaissance of California
9692 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
Attention: President
Email: [email protected]
With copies to:

National Community Renaissance of California
9692 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
Attention: General Counsel
Email: [email protected]
Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, DC 20005
Attention: Jed D’Abravanel
Email: [email protected]

3. Governing Law and Venue. This Assignment shall be governed by and construed in accordance with the laws of the State of California, with venue in Los Angeles County. 4 KH 1250408.4

4. Severability. If any provision of this Assignment shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Assignment shall not in any way be affected or impaired thereby, and the rights and obligations of the Parties shall be construed and enforced as if the Assignment did not contain that particular part, term, or provisions to be held invalid, illegal or unenforceable.

5. Multiple Originals; Counterparts. This Assignment may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

6. Authority. The individuals executing this Assignment and the instruments refenced herein on behalf of the Parties, each represent and warrant that they have the legal power, right and actual authority to bind the Parties to the terms and conditions hereof and thereof. [SIGNATURE PAGE FOLLOWS]
5 KH 1250408.4
IN WITNESS WHEREOF, the parties hereby execute and enter into this Assignment as of the date set forth above and agree to be bound hereby.

CITY:

CITY OF CUDAHY,
a California municipal corporation
By: _____________________________
Name:

Title:
6 KH 1250408.4

ACKNOWLEDGEMENT
State of California
County of _______________)
On __________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________________________. (Seal)
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.
7 KH 1250408.4
ASSIGNOR:

Prima Development
a California nonprofit public benefit corporation,
By:______________________________
Name: Fernando Vasquez
Its: President
8 KH 1250408.4

ACKNOWLEDGEMENT
State of California
County of _______________)
On __________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________________________. (Seal)
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.
9 KH 1250408.4
ASSIGNEE:

CUDAHY SENIOR APARTMENTS LP,
a California limited partnership
By: NCRC CS GP LLC
a California limited liability company
its managing general partner
By: National Community Renaissance of California
a California nonprofit corporation, its manager
By: ______________________________
Name: Michael Ruane
Title: President
10 KH 1250408.4

ACKNOWLEDGEMENT
State of California
County of _______________)
On __________________ before me, _________________________________________ (insert name and title of the officer)
personally appeared ____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature ____________________________. (Seal)
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.
11 KH 1250408.4
Exhibit A
Legal Description

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CUDAHY, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

THE EASTERLY 70 FEET OF LOT 6, BLOCK P, OF TRACT NO. 349, IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

THE WESTERLY 128 FEET OF LOTS 1 AND 2 IN BLOCK P, OF TRACT NO. 349, IN THE CITY OF

CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 6224-019-901
12 KH 1250408.4
13 KH 1250408.4
Exhibit B
Original Regulatory Agreement
[Attached Behind This Page]
ORDINANCE NO. 711

AN UNCODIFIED ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF CUDAHY, CALIFORNIA APPROVING (1)
DEVELOPMENT AGREEMENT NO. 20-01 WITH PRIMA
DEVELOPMENT, INC. FOR THE CONSTRUCTION OF A
SENIOR CITIZEN MIXED-USE PROJECT AT 4610 SANTA

ANA STREET
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the California Legislature adopted Government Code Section 65864 et seq. ("State Development Agreement Law"), which authorizes cities to enter into agreements for the development of real property with any person having a legal or equitable interest in such property in order to establish certain rights in such property; WHEREAS, the City of Cudahy (the "City") adopted Cudahy Municipal Code ("CMC") Chapter 20.84 (Permit Procedures) Part 9 (Development Agreements) authorizing the use of and establishing the procedures and requirements for the consideration of development agreements within the City; WHEREAS, on September, 16, 2020, Prima Development, Inc. ("Developer") submitted a development project application for Conditional Use Permit No. 38-376, Development Review Permit No. 41-539, and Development Agreement No. 20-01 (the "Development Agreement") to construct a six-story, 179-unit mixed-use senior housing development located on a 58,340 square foot (1.33 acre) lot ("Project") at 4610 Santa Ana Street, Cudahy, California ("Property") in the Entertainment (E) Zone; WHEREAS, the Developer has proposed to acquire the Property, which is owned by the City as successor to the former Cudahy Community Development Commission (the "Successor Agency"), from the Successor Agency on terms mutually agreeable to the Successor Agency and the Developer;
WHEREAS, the City and Developer seek to enter into the Development Agreement for the Project pursuant to State Development Agreement Law and CMC Chapter 20.84, Part 9;
WHEREAS, the Development Agreement is attached hereto as Exhibit "A"; WHEREAS, pursuant to the provisions of the California Environmental Quality Act (Pub. Resources Code, § 21000 et seq.) ("CEQA") and the state guidelines for CEQA (Cal. Code Regs., tit. 14, § 15000 et seq.) ("CEQA Guidelines"), the City is the "lead agency" for the preparation and consideration of environmental documentation for the Project;
Attachment D
Ordinance No. Tl 1

WHEREAS, in 2018, the City prepared an update to its General Plan and Zoning Code (CMG Title 20) and prepared and certified the associated "Cudahy General Plan Update Environmental Impact Report" (State Clearinghouse No. 2017071071) (hereinafter, the "EIR"). The EIR was certified by the Cudahy City Council (the "City Council") on March 20, 2018, and focused on the impacts from changes to land use associated with buildout of the land use plan set forth in the update to the General Plan and impacts from the resulting population and employment growth in the City; WHEREAS, the City Council's 2018 approval of the EIR included approval of that certain EIR exhibit document entitled, "CEQA Findings of Fact and Statement of Overriding Considerations regarding the Final Program Environmental Impact Report for the City of Cudahy General Plan Update" (the "EIR Findings"). The EIR Findings provide requisite CEQA findings for the EIR and identify specific reasons why the update to the General Plan and Zoning Code are acceptable despite significant impacts that are infeasible to mitigate;
WHEREAS, In connection with the approval of the Project, an addendum to the EIR (the "Addendum") has been prepared pursuant to CEQA Guidelines Section 15164 in order to determine whether any significant environmental impacts which were not identified in the EIR would result from the Project or whether previously identified significant impacts would be substantially more severe in connection with the Project; WHEREAS, in connection with the Project, an addendum to the EIR (the "Addendum") has been prepared pursuant to CEQA Guidelines Section 15164 in order to determine whether any significant environmental impacts which were not identified in the EIR would result from the Project or whether previously identified significant impacts would be substantially more severe in connection with the Project; WHEREAS, the Addendum is on file with the City Planning Division and is incorporated into this Ordinance by reference as though fully set forth herein; WHEREAS, the Cudahy Planning Commission (the "Planning Commission") conducted a duly noticed public hearing on September 28, 2020 to consider approval of Development Review Permit No. 41-539, Conditional Use Permit No. 38-376, subject to the separate concurrence and approval by the City Council of a Conditional Use Permit for the Project and a recommendation of approval by the City Council of Development Agreement No. 20-01, and a recommendation of approval by the City Council to amend the zoning code to allow medical offices and adult day care facilities as conditionally permitted uses as components of mixed-use residential - commercial projects within the Entertainment (E) Zone (collectively, the "Existing Development Approvals") and recommendation of approval of the Addendum and considered all related testimony and evidence in light of applicable laws. After the conclusion of such public hearing, the Planning Commission adopted Planning Commission Resolution No. 20-10, entitled:

Ordinance No. 711

A RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF CUDAHY APPROVING DEVELOPMENT
REVIEW PERMIT NO. 41-539 TO ALLOW THE DESIGN,
SITE LAYOUT, AND CONSTRUCTION OF A 174-UNIT

MIXED-USE SENIOR HOUSING DEVELOPMENT AND
CONDITIONAL USE PERMIT NO 38-376 TO PERMIT A
222% DENSITY BONUS FOR THE DEVELOPMENT IN THE

ENTERTAINMENT (E) ZONE, INCLUDING ASSOCIATED
CONCESSIONS LOCATED AT 4610 SANTA ANA STREET.

APPLICANT: PRIMA DEVELOPMENT.

And Planning Commission Resolution No. 20-11, entitled:

A RESOLUTION OF THE PLANNING COMMISSION OF

THE CITY OF CUDAHY RECOMMENDING THAT THE CITY
COUNCIL APPROVE 1) AN AMENDMENT TO CHAPTER

20.20 TABLE 20.20-1 OF THE CITY'S ZONING CODE TO

INCLUDE MEDICAL OFFICES AND ADULT HEAL TH DAY

CARE FACILITIES AS A CONDITIONAL USE WITHIN THE

ENTERTAINMENT (E) ZONE, PURSUANT TO SECTION
153.630 OF THE CITY'S ZONING CODE; 2) A

DEVELOPMENT AGREEMENT TO ALLOW THE

COSTRUCTION OF A SENIOR MIXED-USE
DEVELOPMENT, PURSUANT TO SECTION 20.20.040 OF
THE CITY'S ZONING CODE; AND 3) AN ADDENDUM TO

THE CITY'S GENERAL PLAN ENVIRONMENTAL IMPACT
REPORT, PURSUANT TO SECTION 21157.1 AND
SECTION 15162 OF THE CALIFORNIA ENVIRONMENTAL
QUALITY ACT (APPLICANT: PRIMA DEVELOPMENT;
CASE NO's. AZC 90-12, DA 20-01 AND ADDENDUM TO
THE GENERAL PLAN EIR (SCH 2017071071 ).

WHEREAS, the City has conducted a public hearing on October 13, 2020 to consider the approval of the Development Agreement, the amendment of the zoning code to accommodate the Development of the Project and to approve a conditional use permit for the Project, including a density bonus to allow for the construction of up to 179 dwelling units as part of the Senior Citizen Housing Project element of the Project within the Entertainment (E) Zone and the Property and the Addendum in accordance with the State Development Agreement Law, CEQA, the CEQA Guidelines, and the CMG and considered all related testimony and evidence;
WHEREAS, during such public hearing on October 13, 2020 the City Council considered all related testimony and evidence relating to the approval of a Conditional Use Permit No. 38-376 and the Development Agreement (first reading), in accordance with the State Development Agreement Law, and the Addendum, in accordance with Ordinance No, 711

CEQA, the CEQA Guidelines, and the CMG and considered all related testimony and evidence;
WHEREAS, on October 13, 2020, the City Council found and determined that this Development Agreement: (i) is consistent with the objectives, policies, general land uses, and programs contained City's General Plan; (ii) complies with the uses authorized in the City Zoning Code under the Entertainment Zone; (iii) provides for the orderly development of the Property; and (iv) is entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement Statute; WHEREAS, after the conclusion of such hearing, at which all related testimony and evidence was considered the City Council approved this Ordinance for first reading; and
WHEREAS, the first reading approval of this Ordinance was made pursuant to Government Code Section 65867.5 and CMG 20.84.580 and in accordance with the findings set forth in Sections 2 and 3 below.

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

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

SECTION 2. Development Agreement Findings. The City Council finds and determines as follows:

A The Development Agreement is consistent with the General Plan as the Property is consistent with its land use designation of Entertainment, which is intended to allow for the development of accommodates large scale entertainment that is required to be designed to provide pedestrian interest and accessibility along Atlantic Avenue. The Entertainment Zone along with the Civic Mixed-Use and Commercial Mixed-Use Zones are located within the Atlantic Avenue district established by the City's General Plan. According to the General Plan this district was established to achieve sustainable development forms. Mixed-use development approaches offer opportunities to live close to activity centers and transit stops, to walk to neighborhood services and parks, to enjoy indoor and outdoor entertainment close to home, and to experience a vibrant pedestrian district. The terms of the Development Agreement for the Project's residential and commercial components and onsite and offsite improvements (e.g., landscaping and off-street parking will be consistent with the General Plan Land Use designation of Entertainment and the implementing Entertainment Zone.

Ordinance No. 711

B. The Development Agreement is consistent with the State Development Agreement Law and CMC Chapter 20.84, Part 9 because:

1. The Development Agreement contains all requisite provisions set forth therein;

2. The Project will not be detrimental to the health, safety, and general welfare through the enforcement and implementation of conditions of approval and mitigation measures. Further, before the issuance of City development permits and/or the issuance of a Certificate of Occupancy for the initial occupancy of any tenant on the Property, Building and Safety Division, Engineering/Public Works Division, and Fire Department conditions and requirements must be met, which protect and preserve the health, safety, and general welfare; and

3. The Project will not adversely affect the orderly development of Property or the preservation of land values as it will enhance development in the vicinity through the introduction of vibrant and compatible mixed-use residentialcommercial activity to an area that is developed with a mix of commercial/retail establishments, multi-family residential and manufacturing land uses.

SECTION 2. Approval of Development Agreement. The City Council hereby approves the Development Agreement subject to such minor, conforming, and clarifying changes consistent with the terms thereof as may be approved by the City Manager, in consultation with the City Attorney, prior to the execution thereof.

SECTION 3. Inconsistent Provisions. Any provision of the CMC or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is hereby repealed or modified to the extent necessary to implement the provisions of this Ordinance.

SECTION 4. 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 5. Publication and Effective Date. The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in a newspaper of general circulation within fifteen (15) days after its adoption. This Ordinance shall become effective thirty (30) days after adoption.

Ordinance No. 711

SECTION 6. Execution by City Manager. The City Manager is hereby delegated to execute this Development Agreement and all other associated documents to effectuate the terms of the Development Agreement.

SECTION 7. Recordation. This Development Agreement shall be recorded concurrently upon the Developer's acquisition of the Property from the City as Successor Agency in the office of the Los Angeles County Registrar-Recorder/County Clerk.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 20th day of October 2020.

Elizabett1Al§tar
Mayor
Ordinance No. 711

CERTIFICATION

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF CUDAHY
)
)
)
SS:

I, Richard Iglesias, Assistant City Clerk of the City of Cudahy, do hereby certify that the foregoing Ordinance was regularly introduced and placed upon its first reading at a regular adjourned meeting of the City Council on October 13, 2020. That thereafter said Ordinance No. 711 was duly approved and adopted at a regular meeting of the City Council of the City of Cudahy held on October 20, 2020 by the following vote:

AYES: Garcia, Gonzalez, and Alcantar
NOES: None
ABSENT: Guerrero and Lozoya
ABSTAIN: None
Assistan
Ordinance No. 1

EXHIBIT "A"

DEVELOPMENT AGREEMENT

55733.00004\34348863.1
ORDINANCE NO. 715

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

CUDAHY, CALIFORNIA, APPROVING A DEVELOPMENT

AGREEMENT MODIFICATION FOR CERTAIN REAL PROPERTY
LOCATED AT 4610 SANTA ANA STREET (ASSESSOR PARCEL
NUMBER 6224-019-014) PURSUANT TO CALIFORNIA
GOVERNMENT CODE SECTION 65864 ET SEQ. (DEVELOPER:

PRIMA DEVELOPMENT, A CALIFORNIA NONPROFIT PUBLIC

BENEFIT CORPORATION)
WHEREAS, the City of Cudahy (“City”) is authorized, pursuant to California Government Code §§ 65864 through 65869.5 and Part 9 of Title 20, Chapter 20.84 of the Cudahy Municipal Code to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid the waste of resources and the escalation in project costs and encourage investment in and commitment to comprehensive land use planning which will make maximum efficient utilization of resources at the least economic cost to the public; provide assurance to the applicants of development projects: (i) that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements, and (ii) encourage private participation in comprehensive planning and reduce the private and public economic costs of development; and
WHEREAS, the City of Cudahy as successor to the former Cudahy Community Development Commission (the “Successor Agency”) owned a vacant

1.34-acre (58,357 square feet) parcel located at 4610 Santa Ana Street, Cudahy, CA 90201 (APN No. 6224-019-014) (the “Property”); and
WHEREAS, the Consolidated Oversight Board for Los Angeles County authorized the transfer of title of the Property from the Successor Agency to the City by quitclaim deed pursuant to Oversight Board Resolution No. OB-2020-04 dated November 9; and,
WHEREAS, the City Council authorized the acceptance of such transfer of Site 3 at its meeting of November 17, 2020, pursuant to the terms of the quitclaim deed; and,
WHEREAS, the State Department of Finance (the “DOF”) determined, by letter dated December 17, 2020, that the disposition of land contemplated in Oversight Board Resolution No. OB-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”); and
WHEREAS, City desires that upon the disposition of the Property by the City to the Developer that the Property shall be developed in a manner consistent with Attachment E
55733.00004\34348863.1
the Entertainment Subdistrict of the Atlantic District use designation of the City’s General Plan, and the Entertainment zoning classification of the City Zoning Code; and
WHEREAS, Developer and the City have entered into an Exclusive Negotiation Agreement, dated as of November 18, 2020, pursuant to which the Developer has proposed to acquire the Property from the City on terms mutually acceptable to the City and the Developer; and
WHEREAS, on or about October 19, 2021, City and Developer entered into a Mixed-Use Senior Citizen Affordable Housing Purchase And Sale Agreement And Joint Escrow Instructions (“Purchase Agreement”) for transfer of the Property from City to Developer. Pursuant to the Purchase Agreement Developer holds an equitable interest in the Property; and
WHEREAS, separately, the Developer has submitted a development project application to the City dated September 16, 2020, for the construction and improvement on the Property of mixed-use development or “Project” which includes (i) the new construction of a Low-Income Housing Tax Credit (“LIHTC”) project for very low income and homeless seniors (inclusive of a density bonus) over ground level, which is a permitted use pursuant to CMC section 20.20.020 (the “Senior Citizen Housing Project”); and (ii) an onsite healthcare clinic and other wellnessrelated uses, as well as space for a community-based organization and a common area on-site vehicle parking facility for both the Senior Housing Project and the Healthcare Office Project, which is also a permitted use pursuant to CMC section

20.20.020 (“Healthcare Office Project”) and Developer expects it to qualify as a basis-eligible community service facility under Internal Revenue Code of 1986, as amended, Section 42(d)(4)(c); and
WHEREAS, pursuant to the provisions of the California Environmental Quality Act (Pub. Resources Code, § 21000 et seq.) (“CEQA”) and the state guidelines for CEQA (Cal. Code Regs., tit. 14, § 15000 et seq.) (“CEQA Guidelines”), the City is the “lead agency” for the preparation and consideration of environmental documentation for the Project. In 2018, the City prepared an update to its General Plan and Zoning Code (CMC Title 20) and prepared and certified the associated “Cudahy General Plan Update Environmental Impact Report” (State Clearinghouse No. 2017071071) (hereinafter, the “EIR”). The EIR was certified by the Cudahy City Council (the “City Council”) on March 20, 2018 and focused on the impacts from changes to land use associated with buildout of the land use plan set forth in the update to the General Plan and impacts from the resulting population and employment growth in the City; and
WHEREAS, the City Council’s 2018 approval of the EIR included approval of that certain EIR exhibit document entitled, “CEQA Findings of Fact and Statement of Overriding Considerations regarding the Final Program Environmental Impact Report for the City of Cudahy General Plan Update” (the “EIR Findings”). The EIR Findings provide requisite CEQA findings for the EIR and identify specific reasons why the update to the General Plan and Zoning Code are acceptable despite significant impacts that are infeasible to mitigate; and 55733.00004\34348863.1
WHEREAS, in connection with the approval of the Original Development Agreement, an addendum to the EIR (the “Addendum”) was prepared pursuant to CEQA Guidelines Section 15164 in order to determine whether any significant environmental impacts which were not identified in the EIR would result from the Project or whether previously identified significant impacts would be substantially more severe in connection with the Original Development Agreement; and WHEREAS, the City Council previously approved Resolution No. 20-32 approving and adopting a Development Agreement and the Addendum as the appropriate environmental document for the Project, pursuant to the findings set forth therein; and approved Ordinance No. 711 approving and adopting the Development Agreement (“Original Development Agreement”); and WHEREAS, on August 17, 2021 the Cudahy Planning Commission conducted a duly noticed public hearing to consider the Amended and Restated Development Agreement, and recommended approval to the City Council; and WHEREAS, on September 21, 2021, the City Council held a duly noticed public hearing and found and determined that this Amended and Restated Development Agreement: (i) is consistent with the objectives, policies, general land uses, and programs contained City’s General Plan; (ii) complies with the uses authorized in the City Zoning Code under the Entertainment Zone; (iii) provides for the orderly development of the Property; and (iv) is entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement Statute; and
WHEREAS, City desires to accomplish the goals and objectives set forth in City’s General Plan, and finds that the Project will accomplish their goals and objectives. The City has determined that the Project is consistent with the General Plan, the Entertainment Zone and the Existing Land Use Regulations, as defined below; and
WHEREAS, as consideration for the benefits gained by Developer from the vested rights acquired pursuant to the Development Agreement Statute, the City is requiring that Developer construct and install certain public improvements and provide other public benefits in connection with the Project; and WHEREAS, in order to avoid any misunderstandings or disputes which may arise from time to time between Developer and City concerning the proposed Project and to assure each party of the intention of the other as to the processing of any land use entitlements which now or hereafter may be required for the Project, the Parties believe it is desirable to set forth their intentions and understandings in this Restated Development Agreement. In order for both City and Developer to achieve their respective objectives, it is imperative that each be as certain as possible that Developer will develop and that City will permit Developer to develop the Project and public improvements and other public benefits as approved by City within the time periods provided in this Development Agreement, except as otherwise indicated herein; and
55733.00004\34348863.1
WHEREAS, in preparing and adopting the General Plan and in granting the Existing Development Approvals, the City considered the health, safety and general welfare of the residents of City and prepared in this regard an extensive environmental impact report and other studies. Without limiting the generality of the foregoing, in preparing and adopting the General Plan and in granting the Existing Development Approvals, the City Council carefully considered and determined the projected needs (taking into consideration the planned development of the Project and all other areas within the City) for water service, sewer service, storm drains, electrical facilities, traffic/circulation infrastructure, police and fire services, paramedic and similar improvements, facilities and services and the appropriateness of the density and intensity of the development comprising the Project and the needs of City and surrounding areas for other infrastructure.

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

Section 1. Pursuant to Resolution No. 18-07, the City Council adopted Environmental Findings of Fact, a Statement of Overriding Considerations, a Mitigation Monitoring and Reporting Program, and certified the EIR prepared for the 2018 General Plan Update. In addition, pursuant to Resolution No. 20-32, the City Council adopted the Addendum for the Project.

Section 2. The Planning Commission, at its August 17, 2021 Meeting, adopted Resolution No. 21-01, recommending the City Council approve an Amended and Restated Development Agreement (DA No. 20-01) for the Senior Citizen Housing Project.

Section 2. Pursuant to California Government Code Section 65865, the City Council hereby approves the development agreement attached hereto as Exhibit "A", entitled "Amended and Restated Development Agreement between the City of Cudahy and Prima Development.”
Section 3. Pursuant to California Government Code Section 65867.5(b), and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Amended and Restated Development Agreement is consistent with the General Plan because the Amended and Restated Development Agreement will result in the development of the Property at the intensity and density allowed under the General Plan
Section 4. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds the Amended and Restated Development Agreement is in the best interests of the City and good land use practices as it ensures the orderly development of the Property with amenities and infrastructure that will be beneficial to the community.

Section 5. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds this 55733.00004\34348863.1
Ordinance promotes the public health, safety and welfare of the community because the Amended and Restated Development Agreement will permit land uses that best reflect community needs, including the need for office, commercial and retail spaces, and will allow for the most efficient and logical development of the real property governed by the Amended and Restated Development Agreement in the City.

Section 6. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds that:
(i) the economic interests of Cudahy citizens and the public health, safety and welfare will be best served by entering into the Amended and Restated Development Agreement; (ii) this Amended and Restated Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the area in which the Property is located; (iii) the Amended and Restated Development Agreement is in conformity with the public convenience, general welfare and good land use practice; (iv) the Amended and Restated Development Agreement will not be detrimental to the public health, safety and general welfare; and (v) the Amended and Restated Development Agreement will not adversely affect the orderly development or the preservation of property values for the property it governs or any other property.

The City Council further finds that among the public benefits to accrue to the residents of the City as a result of the Amended and Restated Development Agreement are:

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

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

3. establishing an applicant pool of eligible persons who have responded to such entry level employment outreach efforts of Applicant;

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

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

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

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

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

Section 7. Pursuant to California Government Code Section 65867.5(b), and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the Amended and Restated Development Agreement is consistent with the General Plan ·• bc.:::ause the Amended and Restated Development Agreement will result in the • development of the Property at the intensity and density allowed under the General Plan.

Section 8. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds that the Amended and Restated Development Agreement is in compliance with the conditions, requirements, restrictions, and terms of the Municipal Code, in that it includes all mandatory provIsIons required by Government Code § 65865.2 and does not include any provisions that are not authorized by the Development Agreement Act.

Section 9. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be posted as required by law. Pursuant to Government Cude Section 65868.5, within 10 days following the entering into of the Amended and Restated Development Agreement, as evidenced by the full execution thereof, the Secretary shall record with the Los Angeles County Recorder a copy of the Amended and Restated Development Agreement.

PASSED, APPROVED, AND ADOPTED this 5th day of October, 2021.

ATTEST:
~~ Richard lgl~sias/ ·
Assistant C\ty-'Clerk
55733. 00004\34348863. I
/ / ~6se G99ialez /I /
u/Mayor V
EXHIBIT "A"

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
55733.00004\34348863. I

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF CUDAHY

CERTIFICATION
)
)
)
SS:

I, Richard Iglesias, Assistant City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No. 715 was introduced for a first reading on the 21 st day of September 2021 and approved for a second reading and adopted by said Council at its regular meeting held on the 5th day of October 2021 by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Lomelf, Alcantar, and Gonzalez
Guerrero
Lozoya
None
55733.00004\34348863 . J
.,.,. Richard Iglesias
Assistant City Cle
55733.00004\34276963.2
i
Prima Development - Amended & Restated Development Agreement 10-5-21

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Cudahy
c/o City Clerk
5220 Santa Ana Street
Cudahy, CA 90201
______________________________________________________________________________ (Space Above Line for Recorder’s Use)

AMENDED AND RESTATED DEVELOPMENT AGREEMENT

BETWEEN

THE CITY OF CUDAHY
AND

PRIMA DEVELOPMENT
55733.00004\34276963.2
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Prima Development - Amended & Restated Development Agreement 10-5-21

TABLE OF CONTENTS
SECTION 1 DEFINITIONS.........................................................................................................4

1.1 100% Affordable Senior Housing Project. ...............................................4

1.2 Authorizing Ordinance..............................................................................4

1.3 City............................................................................................................4

1.4 Development.............................................................................................5

1.5 Development Agreement ..........................................................................5

1.6 Development Agreement Date..................................................................5

1.7 Development Agreement Ordinance.........................................................5

1.8 Development Agreement Statute ..............................................................5

1.9 Development Approvals ...........................................................................5

1.10 Development Fees.....................................................................................5

1.11 Development Plan.....................................................................................6

1.12 Discretionary Action(s), Discretionary Approval(s), or Discretionary Permit(s).............................................................................6

1.13 CMC..........................................................................................................6

1.14 Existing Development Approvals.............................................................6

1.15 Existing Land Use Regulations.................................................................6

1.16 General Plan..............................................................................................7

1.17 Ministerial Action(s), Ministerial Approval(s), or Ministerial Permit(s)....................................................................................................7

1.18 Minor Modification...................................................................................7

1.18A. Mitigation Monitoring Program................................................................8

1.19 Mortgage ...................................................................................................8

1.20 Mortgagee .................................................................................................8

1.21 Developer..................................................................................................8

1.22 Parties........................................................................................................8

1.23 Processing Fees.........................................................................................8

1.24 Project .......................................................................................................8

1.25 Property.....................................................................................................9

1.26 Public Improvement Installation Agreement............................................9

1.27 Senior Citizen............................................................................................9 55733.00004\34276963.2
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Prima Development - Amended & Restated Development Agreement 10-5-21

1.28 Subsequent Development Approvals........................................................9

1.29 Subsequent Land Use Regulations............................................................9

1.30 Term..........................................................................................................9

1.31 Uniform Codes..........................................................................................9

1.32 Zoning Code............................................................................................10

1.33 List of Exhibits to Development Agreement ..........................................10 SECTION 2 TERM.....................................................................................................................10

2.1 Duration of Term of Development Agreement.......................................10

2.2 Termination Due to Judicial Order .........................................................10

2.3 Termination of Development Agreement. ..............................................10

2.4 Effect of Expiration of Term of Development Agreement Prior to Completion of Project.............................................................................11

2.5 Effect of Termination of Development Agreement Upon Development Approvals .........................................................................11 SECTION 3 DESCRIPTION OF THE PROJECT.....................................................................11 SECTION 4 EFFECT OF DEVELOPMENT AGREEMENT...................................................16 SECTION 5 DEVELOPMENT OF PROJECT..........................................................................17

5.1 Rights to Development of the Project.....................................................17

5.2 Vesting of Rights of Developer ..............................................................17

5.3 Effect of Development Agreement on Land Use Regulations................17

5.4 Development of the Property..................................................................17

5.4.1 Developer’s Discretion in Timing of Development................................17

5.4.2 Duty of City to Grant and Implement an Approval ................................18

5.4.3 Development Approvals, Consultations...................................................18

5.4.3.1 Processing Obligations................................................................18

5.4.4 Changes in the Project..............................................................................19

5.4.4.1 Developer reserves the right to reduce. ........................................19

5.4.4.2 Developer shall have the right to seek..........................................19

5.4.4.3 Developer also reserves the right to relocate. ...............................19

5.4.4.4 No change to the Project which is consistent................................20

5.4.5 Developer’s Right to Contest Increases in Processing Fees....................20 SECTION 6 ENFORCEMENT..................................................................................................21 SECTION 7 PUBLIC BENEFITS..............................................................................................22 55733.00004\34276963.2
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Prima Development - Amended & Restated Development Agreement 10-5-21

7.1 Purchase of Construction Materials from Local Businesses...................22

7.2 23

7.3 23

7.4 23
SECTION 8 PUBLIC IMPROVEMENTS AND SERVICES ...................................................25

8.1 Public Improvements Required to Support the Project...........................25

8.2 Cooperation by City and Developer for Public Improvements. .............25

8.3 Timing, Phasing and Sequence of Public Improvements and Facilities..................................................................................................25

8.4 Maintenance of Public Improvements Pending Acceptance by the City..........................................................................................................25 SECTION 9 DEDICATIONS AND EXACTIONS ...................................................................25 SECTION 10 DEVELOPMENT FEES......................................................................................26

10.1 Development Fees Applicable to the Property. ......................................26

10.2 Development Fees Applicable for Modified Development Approvals................................................................................................26 SECTION 11 RESERVED.........................................................................................................27 SECTION 12 FUTURE APPROVALS......................................................................................27

12.1 Basis for Denying or Conditionally Granting Future Approvals............27

12.2 Standard of Review.................................................................................27 SECTION 13 AMENDMENT....................................................................................................27

13.1 Initiation of Amendment.........................................................................27

13.2 Procedure ................................................................................................27

13.3 Consent. ..................................................................................................27

13.4 Effect of Amendment to Development Agreement ................................28

13.5 Operating Memoranda ............................................................................28 SECTION 14 NON-CANCELLATION OF RIGHTS ...............................................................28 SECTION 15 UNDERTAKINGS AND ASSURANCES CONTEMPLATED
PROMOTED BY DEVELOPMENT AGREEMENT STATUTE.....................29 SECTION 16 RESERVED AUTHORITY.................................................................................29

16.1 Reservation of Authority of the City. .....................................................29

16.1.1 Limitations, Reservations and Exceptions..................................29

16.1.2 Modification or Suspension by Federal, State, County, or Multi-Jurisdictional Law.............................................................29 55733.00004\34276963.2
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Prima Development - Amended & Restated Development Agreement 10-5-21

16.1.3 Regulation by Other Public Agencies.........................................30

16.1.4 Future Voter Actions Not Applicable to the Project...................30

16.1.5 Development Agreement/Development Approvals....................31 SECTION 17 CANCELLATION...............................................................................................31

17.1 Initiation of Cancellation. .......................................................................31

17.2 Procedure. ...............................................................................................31

17.3 Consent of Developer and City...............................................................31 SECTION 18 PERIODIC REVIEW...........................................................................................31

18.1 Time for Review .....................................................................................31

18.2 Developer’s Submission. ........................................................................31

18.3 Findings...................................................................................................32 SECTION 19 EVENTS OF DEFAULT.....................................................................................32

19.1 Defaults by the Parties............................................................................32

19.2 Specific Performance Remedy................................................................32 SECTION 20 MODIFICATION OR TERMINATION.............................................................33

20.1 Notice to Developer................................................................................33

20.2 Public Hearing. .......................................................................................33

20.3 Decision. .................................................................................................33

20.4 Standard of Review.................................................................................33

20.5 Implementation .......................................................................................33

20.6 Schedule for Compliance........................................................................34 SECTION 21 ASSIGNMENT OF INTEREST OF THE DEVELOPER...................................34

21.1 Right to Assign. ......................................................................................34

21.2 Release Upon Transfer............................................................................34 SECTION 22 GENERAL...........................................................................................................35

22.1 Force Majeure .........................................................................................35

22.2 Construction of Development Agreement ..............................................35

22.3 Severability .............................................................................................35

22.4 Cumulative Remedies.............................................................................35

22.5 Indemnification.......................................................................................36

22.6 Cooperation in the Event of Legal Challenge.........................................36

22.7 Public Agency Coordination...................................................................36 55733.00004\34276963.2
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Prima Development - Amended & Restated Development Agreement 10-5-21

22.8 Initiative Measures..................................................................................36

22.9 Attorneys’ Fees.......................................................................................37

22.10 No Waiver...............................................................................................37

22.11 Authority to Execute ...............................................................................37

22.12 Notice......................................................................................................37

22.12.1 To Developer ..............................................................................37

22.12.2 To City ........................................................................................38

22.13 Captions. .................................................................................................38

22.14 Consent. ..................................................................................................39

22.15 Further Actions and Instruments.............................................................39

22.16 Subsequent Amendment to Authorizing Statute.....................................39

22.17 Governing Law. ......................................................................................39

22.18 Effect on Title .........................................................................................39

22.19 Mortgagee Protection..............................................................................39

22.20 Notice of Default to Mortgagee, Right of Mortgagee to Cure................39

22.21 Bankruptcy..............................................................................................40

22.22 Disaffirmance..........................................................................................40

22.22.1 New Development Agreement upon Most Senior
Mortgagee’s Request ..................................................................40

22.22.2 New Development Agreement Not Required.............................41

22.23 No Third-Party Beneficiaries..................................................................41

22.24 Jurisdiction and Venue............................................................................41

22.25 Project as a Private Undertaking.............................................................41

22.26 Restrictions. ............................................................................................41

22.27 Recitals....................................................................................................41

22.27.1 Recording....................................................................................41

22.27.2 Entire Agreement........................................................................41

22.27.3 Successors and Assigns...............................................................42

22.27.4 Bindings Covenants....................................................................42

22.27.5 Exhibits.......................................................................................42

22.27.6 Survival of Certain Provisions Upon Termination of Development Agreement ............................................................42 55733.00004\34276963.2
1 Prima Development - Amended & Restated Development Agreement 10-5-21

AMENDED AND RESTATED DEVELOPMENT AGREEMENT

BETWEEN

THE CITY OF CUDAHY
AND

PRIMA DEVELOPMENT
This Amended and Restated Development Agreement (“Restated Development Agreement”) is dated as of October 5, 2021, by and between the City of Cudahy, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California, (“City”) and Prima Development, a California nonprofit public benefit corporation (“Developer”), pursuant to the authority set forth in Article 2.5 of Chapter 4 of Division 1 of Title 7, Sections 65864 through 65869.5 of the California Government Code (the “Development Agreement Statute”). This Restated Development Agreement shall take effect on the “Development Agreement Date” as this term is defined herein below.

RECITALS
This Restated Development Agreement is predicated upon the following facts:

A. City is authorized, pursuant to California Government Code §§65864 through 65869.5 (the “Development Agreement Statute”) and Part 9 of Title 20, Chapter 20.84 (the “Development Agreement Ordinance”) of the Cudahy Municipal Code (“CMC”) to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid the waste of resources and the escalation in project costs and encourage investment in and commitment to comprehensive land use planning which will make maximum efficient utilization of resources at the least economic cost to the public; provide assurance to the applicants of development projects: (i) that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements, and (ii) encourage private participation in comprehensive planning and reduce the private and public economic costs of development;
B. The City of Cudahy as successor to the former Cudahy Community Development Commission (the “Successor Agency”) owned a vacant 1.34-acre (58,370 square feet) parcel located at 4610 Santa Ana Street, Cudahy, CA 90201 (APN No. 6224-019-014) (the “Property”) which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference;
C. The Consolidated Oversight Board for Los Angeles County (the “Oversight Board”), authorized the transfer of title of the Property from the Successor Agency to the City by quitclaim deed pursuant to Oversight Board Resolution No. OB-2020-04 dated November 9; and D. The City Council authorized the acceptance of such transfer of Site 3 at its meeting of November 17, 2020, pursuant to the terms of the quitclaim deed; 55733.00004\34276963.2
2 Prima Development - Amended & Restated Development Agreement 10-5-21 E. The State Department of Finance (the “DOF”) determined, by letter dated December 17, 2020, that the disposition of land contemplated in Oversight Board Resolution No.

OB-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. City desires that upon the disposition of the Property by the City to the Developer that the Property shall be developed in a manner consistent with the Entertainment Subdistrict of the Atlantic District use designation of the City’s General Plan, and the Entertainment zoning classification of the City Zoning Code;
G. Developer and the City have entered into an Exclusive Negotiation Agreement, dated as of November 18, 2020, pursuant to which the Developer has proposed to acquire the Property from the City on terms mutually acceptable to the City and the Developer; H. On or about October 19, 2021, City and Developer entered into a Mixed-Use Senior Citizen Affordable Housing Purchase And Sale Agreement And Joint Escrow Instructions (“Purchase Agreement”) for transfer of the Property from City to Developer. Pursuant to the Purchase Agreement Developer holds an equitable interest in the Property; I. Separately, the Developer has submitted a development project application to the City dated September 16, 2020, for the construction and improvement on the Property of mixeduse development or “Project” which includes:
(i) the new construction of a Low-Income Housing Tax Credit (“LIHTC”) project for very low income e and homeless seniors (inclusive of a density bonus) over ground level, which is a permitted use pursuant to CMC section

20.20.020 (the “Senior Citizen Housing Project”); and
(ii) an onsite healthcare clinic and other wellness-related uses, as well as space for a community-based organization and a common area on-site vehicle parking facility for both the Senior Housing Project and the Healthcare Office Project, which is also a permitted use pursuant to CMC section

20.20.020 (“Healthcare Office Project”) and Developer expects it to qualify as a basis-eligible community service facility under Internal Revenue Code of 1986, as amended, Section 42 (d) (4) (c);
J. Pursuant to the provisions of the California Environmental Quality Act (Pub.

Resources Code, § 21000 et seq.) (“CEQA”) and the state guidelines for CEQA (Cal. Code Regs., tit. 14, § 15000 et seq.) (“CEQA Guidelines”), the City is the “lead agency” for the preparation and consideration of environmental documentation for the Project. In 2018, the City prepared an update to its General Plan and Zoning Code (CMC Title 20) and prepared and certified the associated “Cudahy General Plan Update Environmental Impact Report” (State Clearinghouse No. 2017071071) (hereinafter, the “EIR”). The EIR was certified by the Cudahy City Council (the “City Council”) on March 20, 2018 and focused on the impacts from changes to land use associated 55733.00004\34276963.2
3 Prima Development - Amended & Restated Development Agreement 10-5-21 with buildout of the land use plan set forth in the update to the General Plan and impacts from the resulting population and employment growth in the City; K. The City Council’s 2018 approval of the EIR included approval of that certain EIR exhibit document entitled, “CEQA Findings of Fact and Statement of Overriding Considerations regarding the Final Program Environmental Impact Report for the City of Cudahy General Plan Update” (the “EIR Findings”). The EIR Findings provide requisite CEQA findings for the EIR and identify specific reasons why the update to the General Plan and Zoning Code are acceptable despite significant impacts that are infeasible to mitigate; L. In connection with the approval of the Original Development Agreement, an addendum to the EIR (the “Addendum”) was prepared pursuant to CEQA Guidelines Section 15164 in order to determine whether any significant environmental impacts which were not identified in the EIR would result from the Project or whether previously identified significant impacts would be substantially more severe in connection with the Original Development Agreement;
M. The Restated Development Agreement is not subject to review under the California Environmental Quality Act (“CEQA”), because the modifications were covered by the previously approved EIR Addendum. The modifications fall within the scope of the previously approved EIR Addendum, and are consistent with the analysis already set forth in the Addendum. No new information of substantial importance showing any new significant environmental impacts (such as changes in the nature of the acquisition, changes in the circumstances under which the acquisition is undertaken, or new information) is extant. Thus, no further CEQA review is required. (Pub. Resources Code § 21166; 14 Cal. Code Regs. § 15162.) N. The City Council previously approved Resolution No. 20-32 approving and adopting a Development Agreement and the Addendum as the appropriate environmental document for the Project, pursuant to the findings set forth therein; and approved Ordinance No. 711 approving and adopting the Development Agreement (“Original Development Agreement”); O. On August 16, 2021 the Cudahy Planning Commission conducted a duly notice public hearing to consider the Restated Development Agreement, and recommended approval to the City Council.

P. On September 21, 2021, the City Council held and duly notice public hearing and found and determined that this Restated Development Agreement: (i) is consistent with the objectives, policies, general land uses, and programs contained City’s General Plan; (ii) complies with the uses authorized in the City Zoning Code under the Entertainment Zone; (iii) provides for the orderly development of the Property; and (iv) is entered into pursuant to and in compliance with the requirements of Section 65867 of the Development Agreement Statute; Q. City desires to accomplish the goals and objectives set forth in City’s General Plan, and finds that the Project will accomplish their goals and objectives. The City has determined that the Project is consistent with the General Plan, the Entertainment Zone and the Existing Land Use Regulations, as defined below;
55733.00004\34276963.2
4 Prima Development - Amended & Restated Development Agreement 10-5-21 R. As consideration for the benefits gained by Developer from the vested rights acquired pursuant to the Development Agreement Statute, the City is requiring that Developer construct and install certain public improvements and provide other public benefits in connection with the Project;
S. In order to avoid any misunderstandings or disputes which may arise from time to time between Developer and City concerning the proposed Project and to assure each party of the intention of the other as to the processing of any land use entitlements which now or hereafter may be required for the Project, the Parties believe it is desirable to set forth their intentions and understandings in this Restated Development Agreement. In order for both City and Developer to achieve their respective objectives, it is imperative that each be as certain as possible that Developer will develop and that City will permit Developer to develop the Project and public improvements and other public benefits as approved by City within the time periods provided in this Development Agreement, except as otherwise indicated herein; T. In preparing and adopting the General Plan and in granting the Existing Development Approvals, the City considered the health, safety and general welfare of the residents of City and prepared in this regard an extensive environmental impact report and other studies.

Without limiting the generality of the foregoing, in preparing and adopting the General Plan and in granting the Existing Development Approvals, the City Council carefully considered and determined the projected needs (taking into consideration the planned development of the Project and all other areas within the City) for water service, sewer service, storm drains, electrical facilities, traffic/circulation infrastructure, police and fire services, paramedic and similar improvements, facilities and services and the appropriateness of the density and intensity of the development comprising the Project and the needs of City and surrounding areas for other infrastructure.

NOW, THEREFORE, PURSUANT TO THE AUTHORITY CONTAINED IN THE

DEVELOPMENT AGREEMENT STATUTE, AND PURSUANT TO THE AUTHORIZING

ORDINANCE, AND PURSUANT TO THE MUTUAL PROMISES AND COVENANTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:

SECTION 1 DEFINITIONS
In addition to the definition of certain terms or phrases set out in the recital paragraphs or in this Development Agreement, the following words and phrases are used as defined terms throughout this Development Agreement, and each defined term shall have the meaning set forth below.

1.1 100% Affordable Senior Housing Project. The words “100% Affordable Senior Citizen Housing Project” shall have the meaning ascribed in Section 3.3.

1.2 Authorizing Ordinance. “Authorizing Ordinance” means Ordinance No. 715 approving this Restated Development Agreement.

1.3 City. “City” means the City of Cudahy, a municipal corporation, duly organized and existing under the Constitution and laws of the State of California. 55733.00004\34276963.2
5 Prima Development - Amended & Restated Development Agreement 10-5-21

1.4 Development. “Development” or “Redevelopment” means the improvement or renovation of the Property by the Developer for the purposes of completing the structures, improvements and facilities comprising the Project including, without limitation: grading; the construction of infrastructure and public facilities related to the Project whether located within or outside the Property, the construction of buildings, structures, and other facilities; the installation of landscaping, and the construction of other facilities and improvements necessary or appropriate for the Project. “Development” or “Redevelopment” does not mean the maintenance or repair of any building, structure, improvement, landscaping or facility by the Developer after the initial construction and completion thereof except as may be provided in one or more Development Approvals.

1.5 Restated Development Agreement. “Restated Development Agreement” means this Amended and Restated Development Agreement and any subsequent amendments to this Restated Development Agreement which have been made in compliance with the provisions of this Restated Development Agreement, the Development Agreement Statute, and the Development Agreement Ordinance.

1.6 Amended and Restated Development Agreement Date. Provided this Agreement has been fully executed by the Parties, the words “Amended and Restated Development Agreement Date” means the effective date of the Authorizing Ordinance.

1.7 Development Agreement Ordinance. The “Development Agreement Ordinance” means Part 9 of Chapter 20.84 of Title 20 of the CMC.

1.8 Development Agreement Statute. The “Development Agreement Statute” means Sections 65864 through 65869.5 of the California Government Code as it exists on the Development Agreement Date.

1.9 Development Approvals. “Development Approvals” means the maps, permits and other entitlements of every kind and nature to use the Property which are approved or granted by City to the Developer in connection with Development of the Property. The Development Approvals include the Discretionary Approvals set forth in Planning Commission Resolution No. 20-10 and Resolution No. 20-11 and the City Council Resolution No. 20-31 as part of the Existing Development Approvals, and Development Approvals include each of the development grading, building and other similar Ministerial Approvals and Ministerial Permits which shall be issued by the City to the Developer during the course of the Development of the Project, upon application to the City by the Developer following the Development Agreement Date. To the extent that during the Term the Developer may apply to the City for an amendment or material modification of any of such Discretionary Permit or Ministerial Permit, the words “Development Approvals” shall include such matters as so approved by amendment adopted by the City. If this Development Agreement or the Authorizing Ordinance is required by law to be amended by action of the City Council following a public meeting in order for one or more elements of the “Development Approvals” to include any such amendment, the words “Development Approvals” shall not include such amendments unless and until this Development Agreement is so amended.

1.10 Development Fees. “Development Fees” shall have the meaning ascribed in Section 10.1 of this Development Agreement.
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6 Prima Development - Amended & Restated Development Agreement 10-5-21

1.11 Development Plan. “Development Plan” means the Development of the Property pursuant to this Development Agreement, the Existing Development Approvals, the Existing Land Use Regulations and the Subsequent Development Approvals, and the Subsequent Land Use Regulations as applicable.

1.12 Discretionary Action(s), Discretionary Approval(s), or Discretionary Permit(s). “Discretionary Action(s)”, “Discretionary Approval(s)”, or “Discretionary Permit(s)” means an action related to the Development of the Project which requires the exercise of judgment, deliberation or discretion on the part of the City, including any board, agency, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from an activity which is defined herein as a Ministerial Action, Ministerial Approval, or Ministerial Permit.

1.13 CMC. “CMC” means the Cudahy Municipal Code.

1.14 Environmental Clean-up of the Property. “Environmental Clean-up of the Property” means the work of voluntary clean-up and removal of contaminates and chemicals of concern from the Property by Developer as part of the Development in order to appropriately protect the residents and users of the Project from exposure or contact with such contaminants or chemicals of concern. The regulatory oversight of the Environmental Clean-up of the Property shall be undertaken pursuant to a separate agreement by and between the Los Angeles County Consolidated Fire Protection District Waste Mitigation Unit, or the Regional Water Quality Control Board Los Angeles Region, or the State Department of Toxic Substances Control, as applicable, and Developer. As of the time of approval of the Development Agreement, Developer has informed the City that the estimated cost of the Developer’s performance of the Environmental Clean-up of the Property shall be approximately $2,540,000.

1.15 Existing Development Approvals. “Existing Development Approvals” means all Development Approvals, including, without limitation, this Development Agreement, which the Developer has applied to the City for approval and which the City has approved on or before the Development Agreement Date.

1.16 Existing Land Use Regulations. “Existing Land Use Regulations” means all ordinances, laws, resolutions, codes, rules, regulations, moratoria, initiatives, policies, requirements, or guidelines of the City in effect on the Development Agreement Date, which govern the permitted uses of land, the density and intensity of use, and the design, improvement, construction standards and specifications applicable to the development of the Property, including, but not limited to, the General Plan, the Zoning Code, Mitigation Monitoring Program for the Project, and all other ordinances of City establishing subdivision standards, park regulations, impact or development fees and building and improvement standards. The term, Existing Land Use Regulations, excludes non-land use regulations, such as, City ordinances, resolutions, rules, regulations or official policies governing: business licenses issued by the City for the conduct of businesses, professions, and occupations; the control and abatement of nuisances; the granting of encroachment permits and the conveyance of rights and interests which provide for the use of the entry upon public property; public street traffic regulations and the like and/or the exercise of the power of eminent domain.
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7 Prima Development - Amended & Restated Development Agreement 10-5-21

1.17 General Plan. “General Plan” means the City General Plan, also referred to as “Cudahy 2040,” as updated in March 2018.

1.18 Healthcare Office Project . “Healthcare Office Project ” means and refers to the interest in the Property as shall be created by Developer for the Healthcare Office Project element of the Project as set forth in Sections 1.29, 3.2 (b), 3.2 (c) and 3.8.

1.19 LIHTC. “LIHTC” means and refers to the low-income housing tax credit program authorized under the state and Federal law (Section 42 of the Internal Revenue Code) to provide equity funds for the acquisition, development and operation of affordable rental dwelling units reserved for occupancy by lower income persons and families.

1.20 LIHTC Financing Documents. “LIHTC Financing Documents” means and refers to any of the Senior Citizen Housing Project related construction financing documents and Developer equity contribution documents as Developer may hereafter enter into with third parties to provide Developer with funds for the acquisition, development and operation of the Senior Citizen Housing Project. Third parties to such LIHTC Financing Documents may include private parties who are unaffiliated with Developer and government agencies, including without limitation TCAC, the State Department of Housing and Community Development and Los Angeles County.

1.21 Ministerial Action(s), Ministerial Approval(s), or Ministerial Permit(s). “Ministerial Action(s)”, “Ministerial Approval(s)”, and “Ministerial Permit(s)” means a permit approval or clearance approved or issued by the City related to the Development of the Project following the Development Agreement Date in conformance with the Existing Land Use Regulations and the Existing Development Approvals, including, without limitation, conformance maps for tentative maps, determinations of compliance with the Project condition of approval of the Existing Development Approvals and Subsequent Development Approvals, including Minor Modifications, defined in Section 1.22, as applicable, grading plans, improvement plans, buildings plans and specifications, and ministerial issuance of one or more final maps, zoning clearances, grading permits, improvement permits, wall permits, building permits, demolition permits, lot line adjustments, encroachment permits, temporary use permits, and certificates of use and occupancy as necessary for completion of the Development of the Property by the Developer, as distinguished from an activity which is defined herein as an element of a Discretionary Action, Discretionary Approval, or Discretionary Permit for the Project.

1.22 Minor Modification. “Minor Modification” means any minor modification or series of such minor modifications of the Project, where Developer seeks and obtains no more than a five percent (5%) increase of either building’s footprint or an aggregate increase of no more than ten percent (10%) of the total gross interior building area of the Project, as set forth in the architect’s site plan considered and approved by the City as part of the Existing Development Approvals, provided such Minor Modification is otherwise consistent with the other applicable elements of the Development Approvals and the existing Land Use Regulations and further provided that such Minor Modification shall not result in any rental dwelling unit being smaller than 500 square feet in size and the total number of rental dwelling units in the Project shall not be increased by more than ten (10) rental dwelling units. The aforementioned percentage increase in total gross interior building area shall be based upon a modified larger building footprint, as authorized in this Section 1.22, if applicable. In the case of a Minor Modification which increases 55733.00004\34276963.2
8 Prima Development - Amended & Restated Development Agreement 10-5-21 the buildable square footage of the Project, the Project’s Development Fees shall increase in an amount based upon the increased square footage. A Minor Modification is not an amendment to this Development Agreement and is not subject to the procedures set forth in Section 13.2.

1.23 Mitigation Monitoring Program. “Mitigation Monitoring Program” means the mitigation monitoring program dated as of March 2018, as established under the Environmental Impact Report identified in Recital Paragraph G, above.

1.24 Mortgage. “Mortgage” means a mortgage, deed of trust or sale and leaseback arrangement or other transaction in which the Senior Citizen Housing Project Property in the case of one or more LIHTC Financing Documents or the Healthcare Office Project in the case of any financing related to the Healthcare Office Project element of the Project, or a portion thereof or an interest therein, is pledged as security.

1.25 Mortgagee. “Mortgagee” means the holder of the beneficial interest under a Mortgage affecting the Senior Citizen Housing Project Property or the Healthcare Office Project Property, as applicable.

1.26 Developer. “Developer” is Prima Development, and any person or entity with which or into which Prima Development may merge, and any person or entity who may acquire substantially all of the assets of Developer, and any person or entity who receives any of the rights or obligations of the Developer under this Development Agreement in accordance with the provisions of Section 21 of this Development Agreement.

1.27 Parties. “Parties” means Developer and the City.

1.28 Processing Fees. “Processing Fees” mean those City program regulatory fees and charges imposed by City as generally provided in Section 10 in an amount estimated by the City to cover the actual and reasonable costs of the City of processing applications of the Developer for Development Approvals, including any Subsequent Development Approvals. Processing Fees include the estimated costs of the City for monitoring or inspecting compliance with any Development Approval including each Subsequent Development Approval granted or issued. The words “Processing Fees” does not apply to the City program regulatory fees assessed to third party occupants of the Project, or to occupancies of the Property by persons other than the Developer.

1.29 Project. The “Project” means the operation of the mixed use projection including 177-unit senior rental dwelling units (the “Senior Citizen Housing Project”), eighty-six (86) of which shall be rented to very low income households at an Affordable Rent, as more particularly described in the Regulatory Agreement. The Project will also include approximately 18,515 square feet of ground floor commercial medical office space and related wellness space (Healthcare Office Space) as well as approximately 4,300 square feet of ground floor commercial general office space (General Office Space). Collectively, the Healthcare Office Space and General Office Space will be known as the approximately 22,815 square feet “Healthcare Office Project”. Related common areas will include but not be limited to the on-site parking facilities which shall be designed, constructed and installed by the Developer on the Property in accordance with the Existing Development Approvals and this Development Agreement. The final 55733.00004\34276963.2
9 Prima Development - Amended & Restated Development Agreement 10-5-21 configuration of the Senior Citizen Housing Project and the Healthcare Office Project is subject to Minor Modifications as set forth at Section 1.22.

1.30 Property. The “Property” means the real property described in Exhibit A to this Development Agreement.

1.31 [RESERVED – NO TEXT].

1.32 Senior Citizen. “Senior Citizen” as used in this Agreement means a person sixtytwo (62) years of age or older, as provided by Civil Code Section 51.3(b).

1.33 Senior Citizen Covenant and Density Bonus Agreement. “Senior Citizen Covenant and Density Bonus Agreement” or “Density Bonus Agreement” means and refers to the instrument substantially in the form attached hereto as Exhibit “B-1,” as provided in Section 3.10.5.

1.34 Senior Citizen Housing Project Property. “Senior Citizen Housing Project Property” means and refers to the condominium interest in the Property as shall be created by Developer for the Senior Citizen Housing Project element of the Project as set forth in Section

3.10.3. 1.35 Senior Citizen Housing Regulatory Agreement. “Senior Citizen Housing Regulatory Agreement” or “Regulatory Agreement” means and refers to the instrument substantially in the form attached hereto as Exhibit “B-2,” as provided in Section 3.10.5.

1.36 Subsequent Development Approvals. “Subsequent Development Approvals” means all Development Approvals which are applied for by the Developer and approved, granted, or issued for the Project by the City after the Development Agreement Date which are required or permitted either by the Existing Land Use Regulations and the Existing Development Approvals, or which are required or permitted under the particular Subsequent Land Use Regulations to which Developer has consented in writing, and this Development Agreement.

1.37 Subsequent Land Use Regulations. “Subsequent Land Use Regulations” means any change in or addition to the Existing Land Use Regulations which would otherwise be applicable to the Property and the Project and which are adopted by the City after the Development Agreement Date and which thereafter become effective during the Term, including, without limitation, any change in the general or a specific plan, zoning, subdivision, or building regulation applicable to the Property, including, without limitation, any such Subsequent Land Use Regulation which is enacted by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever by the City Council or any other board, agency, commission or department of City, or any officer or employee thereof, or by the electorate, as the case may be, or changes in state law which affected the Existing Land Use Regulations of the City during the Term, and which would, absent this Development Agreement, otherwise be applicable to the Project.

1.38 Term. “Term” is defined in Section 2 of this Development Agreement.

1.39 Very Low Income. “Very Low Income” shall have the same meaning as set forth at Health and Safety Code Section 50105.
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1.40 Uniform Codes. “Uniform Codes” means codes adopted by the International Conference of Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, and also adopted by the City, if applicable City-wide.

1.41 Zoning Code. “Zoning Code” refers to Title 20 of the CMC.

1.42 List of Exhibits to Development Agreement. The following is a listing of the exhibits which are attached to this Development Agreement and incorporated herein by this reference:

Exhibit “A” Legal Description of the Property
Exhibit “B-1” Senior Citizen Occupancy Covenant and Density Bonus Agreement
Exhibit “B-2” Senior Citizen Housing Regulatory Agreement SECTION 2 TERM

2.1 Duration of Term of Development Agreement. The Term of this Development Agreement shall commence on the Amended and Restated Development Agreement Date and shall continue until and terminate on the tenth (10th) anniversary of the City’s issuance of a certificate of occupancy for the Senior Citizen Housing Project, subject to the earlier termination provisions of Sections 2.3, 2.4 and 2.5, the mutual cancellation provisions of Section 17, the periodic review provisions of Section 18, the default provisions of Section 19 and the modification or termination provisions of Section 20, provided however that certain provisions of this Development Agreement shall survive the termination of the Development Agreement as set forth in Section 22.27.6. The Term is subject to the force majeure event provisions of Section 22.1.

2.2 Termination Due to Judicial Order. This Development Agreement shall terminate and be of no force and effect upon the occurrence of the entry of a final judgment or issuance of an order of a court with jurisdiction which such judgment or order directs the City to cancel this Development Agreement, after all appeals have been exhausted, as a result of any lawsuit filed against City to set aside, withdraw or abrogate the approval of the City Council of this Development Agreement, whereupon such termination, the Parties shall be mutually released from any further liability except as provided in Section 22.27.6.

2.3 Termination of Development Agreement.
(a) If not already terminated by reason of any other provision in this Development Agreement, or for any other reason, this Development Agreement shall terminate and be of no further force and effect upon the fifth (5th) anniversary following the Developer’s acquisition of the Property from the City in the event that the Developer may not have completed the Environmental Clean-up of the Property. In such a situation, in order to complete the termination of this Development Agreement pursuant to this 55733.00004\34276963.2
11 Prima Development - Amended & Restated Development Agreement 10-5-21 Section 2.3(a), City shall follow the provisions of Section 19.1 of this Development Agreement.
(b) Subject to the default provisions of Section 19.1 and the force majeure provisions of Section 22.1, this Development Agreement shall terminate and be of no further force and effect in the event that the Exclusive Negotiation Agreement may be terminated by either the Developer or the City or the Developer may fail to complete its acquisition of the Property from the City on or before January 1, 2023. In such a situation, in order to complete the termination of this Development Agreement pursuant to this Section 2.3(b), City shall follow the provisions of Section 19.1 of this Development Agreement.
(c) If City does not approve all of the Development Approvals to the satisfaction of Developer not later than September 30, 2022, then Developer has the option to terminate this Development Agreement by giving written notice to City.

2.4 Effect of Expiration of Term of Development Agreement Prior to Completion of Project. If not already terminated by reason of any other provision in this Development Agreement, or for any other reason, this Development Agreement shall automatically terminate and be of no further force and effect upon expiration of the Term, regardless of whether the improvement of the Project has been completed. Upon expiration of the Term, Developer’s rights to Development of the Project pursuant to this Development Agreement shall automatically terminate and be of no further force and effect.

2.5 Effect of Termination of Development Agreement Upon Development Approvals.

Except in the case of a termination of this Development Agreement under the provisions of Section

2.2 or Section 2.3(b), the effectiveness of all Development Approvals which have previously been granted by the City to the Project, including the Existing Development Approvals, shall survive the termination of this Development Agreement as provided in each such Development Approval (whether any such element of the Development Approvals is a Discretionary Approval or a Ministerial Approval) and the then applicable Existing Land Use Regulations.

SECTION 3 DESCRIPTION OF THE PROJECT

3.1 General Description. The Project is a “mixed-use” development project which consists of up to 179 dwelling units inclusive of a density bonus for senior housing development (e.g. the Senior Citizen Housing Project element of the Project) and approximately 23500 square feet of ground floor commercial medical office and related community wellness service space including adult day care (e.g. the Healthcare Office Project).

3.2 Principal Components of the Project. The Project consists of the following principal components, which are hereby approved by the City subject to the other provisions of this Agreement:
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12 Prima Development - Amended & Restated Development Agreement 10-5-21 (a) not to exceed one hundred seventy-seven (177) unit, inclusive of a density bonus, apartment building for Senior Citizen households funded with LIHTC allocated to the Senior Citizen Housing Project by TCAC; (b) not to exceed approximately eighteen thousand five hundred fifteen (18,515) square feet for an onsite community healthcare clinic and other wellness related uses (e.g., the Healthcare Office Space) that will serve both the needs of Senior Citizen Housing Project residents and the surrounding community;
(c) not to exceed approximately four thousand three hundred (4,300) square feet of office and meeting space for the users of the Healthcare Office Space and/or a nonprofit organization committed to neighborhood and regional services, capacity building and/or development (e.g. General Office Space);

3.3 The proposed residential use for the Senior Citizen Housing Project element of the Project shall be developed using LIHTC allocated by TCAC to the Senior Citizen Housing Project as a Very Low Income or “100% Affordable Senior Housing Project” and the Senior Citizen Housing Project shall occupy the upper floors of the Project building improvements with a management office and private elevator serviced residential lobby on the ground floor of the Project, yielding the following:
(a) not to exceed one hundred sixty-three (163) one (1)-bedroom units and fourteen (14) two-bedroom units.
(b) Community room and laundry facilities;
(c) Private sky garden and second floor open space courtyard; (d) not to exceed ninety-three (93) secure and covered on-site resident parking stalls (0.5 stall per residential unit and 1 stall per manager unit) and not to exceed 67 commercial parking stalls.

3.4 Based upon Developer’s tax credit application it is anticipated that project will serve Very Low Income Households. Fifty (50) of the total number of one bedroom dwelling units in the Senior Citizen Housing Project will be reserved for permanent supportive housing for eligible Senior Citizen households whose annual income at the time of initial occupancy in the Senior Citizen Housing project does not exceed Very Low Income, adjusted for family size.

Thirty-Six (36) of the total number of dwelling units in the Senior Citizen Housing Project will be reserved for occupancy by eligible Seniors Citizen households who do not receive permanent supplemental services and whose annual income at the time of initial occupancy in the Senior Citizen Housing Project does not exceed Very Low Income, adjusted for family size. Up to two (2) of the total number of dwelling units in the Senior Citizen Housing Project will be unrestricted and reserved for on-site manager and staff. The balance of such dwelling units in the Senior Citizen Housing Project shall be reserved for occupancy by Senior Citizen households who do not receive permanent supplemental services whose annual income at the time of initial occupancy in the Senior Citizen Housing Project does not exceed Very Low Income (e.g., up to fifty percent 55733.00004\34276963.2
13 Prima Development - Amended & Restated Development Agreement 10-5-21 (50%) of Los Angeles County Area Median Income (“AMI”)) adjusted for family size and meeting applicable occupancy standards, as well as designated unit(s) for on-site property management staff. Notwithstanding the foregoing, the City’s Regulatory Agreement recorded against the Property shall only apply to forty-nine percent (49%) of the units.

3.5 The age restriction of the Senior Citizen Housing Project applies to persons who are sixty-two (62) years of age or older, and such age restriction for occupancy in the Senior Citizen Housing Project shall be recorded in a restrictive covenant against the Senior Citizen Housing Project as provided in Section 3.10.5 upon the acquisition of the Property by the Developer from the City and such Senior Citizen occupancy restrictive covenant shall continue in perpetuity.

3.6 Covenants, Conditions and Restrictions (“CC&Rs”) for the condominium association applicable to for the Senior Citizen Housing Project element and the Health Office Project element of the Project by Developer in a form reasonably acceptable to Developer which CC&Rs shall be recorded not later than the issuance of a certificate of occupancy by the City for the Senior Housing Project or the Healthcare Office Project, whichever may first occur, and thereafter such CC&Rs shall continue in perpetuity.

The CC&Rs shall provide for the maintenance and repair of all elements of the Project which costs of maintenance and repair shall be payable solely by the owner of the Senior Citizen Housing Project and the owner of the Healthcare Office Project as their interest in the Property may then appear. The City shall be a party to such CC&Rs for the Project solely for the purpose of assuring the on-going maintenance and repair of the Project, and the City shall have the right but not the obligation under such CC&Rs to enforce the maintenance and repair obligations of the owner of the Senior Citizen Housing Project and the owner or owners of the Healthcare Office Project and recover any such actual and reasonable costs of the City incurred in the enforcement of such maintenance and repair obligations of the owners of the Project as a lien upon the Senior Citizen Housing Project and/or the Healthcare Office Project, as applicable. The final form of such CC&Rs shall be subject to the review and approval of the City and such approval by the City shall not be unreasonably withheld, conditioned or delayed.

3.7 The Developer shall cause general social services and individualized case management services attached to the supportive housing units for the residents of the Senior Citizen Housing Project to be provided by either on-site health and wellness providers or a to-bedetermined experienced provider to the residents of the Senior Citizen Housing Project. The general social services will be open to all building residents, which may include a range of social, health, wellness and financial education activities and classes.

3.8 Healthcare Office Project. The proposed non-residential use elements of the Project (e.g. Healthcare Office Project) will occupy the ground floor of the building and allow for a mix of healthcare, wellness and community activities, including but not limited to:
(a) A Community Healthcare Clinic or Federally Qualified Healthcare Clinic (FQHC);
(b) An Adult Day Care Center or Program for All-Inclusive Care Center (PACE);
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14 Prima Development - Amended & Restated Development Agreement 10-5-21 (c) The Uses in Sections 3.8 (a) and 3.8 (b) above will be collectively known as the Healthcare Office Space;
(d) Office and meeting space for the users of the Healthcare Office Space and/or nonprofit services, community and/or regional capacity building groups (General Office Space);
(e) An inviting and activated entry courtyard with easy access from Santa Ana Avenue to on-site at grade and subterranean parking stalls and/or (f) Not less than fifty-eight (58) parking stalls for the Healthcare Office Space (5 parking stalls per 1,000 square feet for the use in Section 3.8 (a) and 2 parking stalls per 1,000 square feet for the use in Section 3.8 (b)) and not less than nine (9) parking stalls for the General Office Space office (2 parking stalls per 1,000 square feet). The total parking stalls for the Healthcare Office Space and General Office Space will collectively total not less than sixty-seven (67) stalls.

3.9 Authorized Use of the Project. The Project, a mixed-use development (e.g., the Senior Citizen Housing Project and the Healthcare Office Project), is a permitted use in the City Entertainment Zone pursuant to CMC Section 20.20.020.

3.10 Entitlements. The following Development Approvals apply to the Project:

3.10.1. Conditional Use Permit for Density Bonus. Since the Senior Citizen Housing Project element of the Project satisfies both the State density bonus law (California Government Code Section 65915 et seq.) and the requirements set forth in CMC Title 20, Part 10, Chapter 20.52, the Senior Citizen Housing Project element of the Project is eligible to receive a density bonus, concessions, and vehicular on-site parking standards in accordance with the State density bonus law and the applicable provisions of the CMC.

3.10.1.1 A conditional use permit for the Senior Citizen Housing Project has been approved by the City Council (City Council Resolution No. 20-31) based upon the recommendation of approval of a conditional use permit for the Project by the Planning Commission (Planning Commission Resolution No. 20-10) as the density bonus for the Senior Citizen Housing Project sought by Developer is greater than thirty five percent (35%). Pursuant to CMC Section 20.52.340, the City has considered the benefits of the Project and other factors in making the findings required in CMC Section 20.52.340.

3.10.2. Development Review Permit. Pursuant to CMC Chapter 20.84, Section

20.84.170, the Planning Commission has approved Developer’s application for a development review permit.

3.10.3. Subdivision of the Property and Condominium Plan for the Project (Senior Citizen Housing Project and Healthcare Office Project). Developer may apply to the City for approval of an appropriate subdivision map and condominium plan for the Project in order to accommodate the construction, use, occupancy and operation of the Project as a mixed-use development integrating the Senior Citizen Housing Project element and the Healthcare Office 55733.00004\34276963.2
15 Prima Development - Amended & Restated Development Agreement 10-5-21 Project elements, subject to the CC&Rs as set forth in Section 3.6. For the purpose of this Development Agreement, such subdivision of the Property and condominium plan for the Project is deemed to be a Subsequent Development Approval, and upon application by Developer to the City shall be approved, granted or issued for the Project by the City after the Development Agreement Date as required or permitted by the Existing Land Use Regulations and the Existing Development Approvals or which are required or permitted under the particular Subsequent Land Use Regulations to which Developer has consented in writing.

3.10.4. Zoning Code Text Amendment. By approval of this Development Agreement the City Council has accepted the recommendation of the Planning Commission and the City Council has approved an amendment to CMC Zoning Code Table 20.20-1 of Zoning Code Chapter 20 to allow medical offices and adult-health care day care facilities as a conditional use in the Entertainment Zone as a component of a commercial-residential mixed use development.

3.10.5. Senior Citizen Occupancy Covenant and Density Bonus Agreement and Senior Citizen Housing Regulatory Agreement for Senior Citizen Housing Project Element of the Project. The Senior Citizen Occupancy Covenant and Density Bonus Agreement and the Regulatory Agreement for the Senior Citizen Housing Project substantially in the form as attached hereto as Exhibit B-1 and Exhibit B-2 respectively, shall be executed by the Parties and filed for recordation upon Developer’s acceptance of the Property from the City.

3.10.5.1 Conforming Edits to the Senior Citizen Covenant and Density Bonus Agreement and Regulatory Agreement. The final form of the Senior Citizen Occupancy Covenant and Density Bonus Agreement and the Regulatory Agreement shall be subject to the final and conforming edits approved by the City prior to the recordation of each such instrument so as to conform each such instrument to the final terms of the LIHTC allocated to the Senior Citizen Housing Project by TCAC and the LIHTC Financing Documents by and between Developer and the third parties who shall provide equity and other financing to Developer for the acquisition and development of the Senior Citizen Housing Project, including without limitation the tax credit equity investor designation by Developer. All such edits to the Senior Citizen Covenant and Density Bonus Agreement and the Regulatory Agreement shall be deemed to be a Subsequent Development Approval under this Development Agreement; provided however, that no provision of any LIHTC Financing Document shall require the City to subordinate its interest in either such instrument to the security interest of any party to a LIHTC Financing Document.

3.11 Acknowledgment of City Regarding Project Financing, LIHTC Allocation by TCAC and LIHTC Financing Documents. The City acknowledges that promptly following the Development Agreement Date, Developer shall undertake reasonable effort to obtain financing for the acquisition and development of the Project, including a LIHTC allocation from TCAC for a portion of the Senior Citizen Housing Project funding under the LIHTC Financing Documents.

As used in the next sentence, the words “assist and cooperate” mean and include with respect to the City, that the City shall direct City staff to provide Developer with information in the possession of City or for which the City is responsible with respect to the Project as promptly as feasible following a written of Developer. Concurrently, as the Developer completes its acquisition of the Property from the City under the ENA, and thereafter during the term of this Development Agreement, the City shall assist and cooperate with Developer to provide such items as may be reasonably requested by financing sources for the Project proposed by Developer, 55733.00004\34276963.2
16 Prima Development - Amended & Restated Development Agreement 10-5-21 including for the Senior Citizen Housing Project financing and the LIHTC Financing Documents, including without limitation the following:
(i) confirmation of completion of all CEQA-related review of the Project; (ii) letters of support for the Project including support by the City in connection with one or more Developer applications for financing for the Project and the Senior Citizen Housing Project as shall be evidenced by any of the LIHTC Financing Documents;
(iii) documentation relating to the Senior Citizen Housing Project under any of the LIHTC Financing Documents which confirms compliance with State Constitution Article XXXIV;
(iv) documentation relating to financing for the Project and the Senior Citizen Housing Project which confirms that all required Development Approvals have been completed and that all building permits are ready to be issued by the City subject only to payment of any applicable Processing Fees corresponding to such Development Approvals including building permits; (v) documentation relating to financing for the Project and the Senior Citizen Housing Project which confirms the final amount of all Processing Fees of the City which are payable (or estimated to be payable in connection with the Development Approvals for the Project).

SECTION 4 EFFECT OF DEVELOPMENT AGREEMENT
As a material part of the consideration of this Development Agreement, unless otherwise provided herein, the Parties agree that during the Term the Existing Land Use Regulations shall be applicable to Development of the Project. In connection with all subsequent Discretionary Actions which City takes or has the right to take under this Development Agreement relating to the Project, including any review, approval, renewal, conditional approval or denial, City, shall exercise its discretion or take action in a manner which complies and is consistent with the Existing Land Use Regulations (as same may be modified in accordance with this Development Agreement), the Existing Development Approvals and such other standards, terms and conditions expressly contained in this Development Agreement. City shall accept and timely process, in the normal manner for processing any such Discretionary Approval or Ministerial Approval as may then be applicable, all applications for further or modified approvals with respect to the Project called for or required under this Development Agreement, including, without limitation, any necessary site plan, site development permit, conditional use permit, variance, parking use permit and any subdivision, tentative map, vesting tentative map, final map and any grading, construction or other permits filed by Developer with the City in accordance with the Development Approvals.

In the case of any conflict between the conditions of approval recommended in Planning Commission Resolution No. 20-10 and/or City Council Resolution No. 20-31 and this Development Agreement, or between the Public Improvement Installation and Agreement and this Development Agreement, in either case, this Development Agreement shall control. 55733.00004\34276963.2
17 Prima Development - Amended & Restated Development Agreement 10-5-21 SECTION 5 DEVELOPMENT OF PROJECT

5.1 Rights to Development of the Project. During the Term of this Development Agreement, the Developer shall have a vested right subject to this Development Agreement to undertake the Development of the Project in accordance with the Existing Development Approvals as set forth in Section 3.10 and the Subsequent Development Approvals and any Minor Modification thereof. No Subsequent Land Use Regulation shall delay, hinder, materially increase the cost of Development, or impede the purpose or the effect of the vested rights of the Developer which arise hereunder unless specifically authorized by this Development Agreement or agreed to in writing by Developer. The Project shall be subject to all Subsequent Development Approvals required to construct and complete the Project including without limitation the Environmental Clean-up of the Property requirements accepted by Developer as part of the voluntary clean-up and removal of contaminants and chemicals of concern from the Property. The permitted uses of the Property, the density bonus, or intensity of use, the size of proposed buildings, and provisions for reservation or dedication of land for public purposes shall be those set forth in the Existing Land Use Regulations, the Existing Development Approvals, the Subsequent Development Approvals and the Development Agreement. Except as provided in Section 16.1, the Project shall not be subject to Subsequent Land Use Regulations including any specific plan, unless Developer specifically consents to be subject to such Subsequent Land Use Regulations including any specific plan, in the sole discretion of Developer.

5.2 Vesting of Rights of Developer. The City agrees that the Development of the Project consistent with the Development Approvals, including the Existing Development Approvals is a property right vested in Developer. Developer’s Development of the Project shall be a right vested in favor of the Developer during the Term in accordance with this Development Agreement and the Development Agreement Statute.

5.3 Effect of Development Agreement on Land Use Regulations. Except as otherwise provided under the provisions of this Development Agreement, the only rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property, shall be those set forth in the Existing Land Use Regulations and the Subsequent Land Use Regulations (if any) to which Developer has consented in writing, subject to the terms of this Development Agreement.

5.4 Development of the Property.

5.4.1 Developer’s Discretion in Timing of Development. The City acknowledges that the commencement of development of the Project is subject to and contingent upon Developer’s obtaining a LIHTC allocation from TCAC for the Senior Citizen Housing Project and the funds required under the LIHTC Financing Documents for the acquisition and construction of the Senior Citizen Housing Project and other funds necessary for the acquisition and construction of the Healthcare Office Project on terms reasonably acceptable to Developer. Subject to the provisions of Section 2.3(b), Developer shall be under no obligation under the Development Agreement to commence the Development of the Property including the implementation of the Environmental Clean-up of the Property in any particular time frame, or at all provided however, that once Developer acquires the Property from the City and Development is commenced on the 55733.00004\34276963.2
18 Prima Development - Amended & Restated Development Agreement 10-5-21 Property, the Healthcare Office Project element of the Project and the Senior Housing Project element of the Project shall each be constructed concurrently and each shall be made ready for initial occupancy and use at the same time. The purpose of this Development Agreement is to set forth the applicable rules and regulations applicable to the Development of the Property and the Project during the Term. The Parties recognize that Development of the Project including the assembly of al of the funding necessary to undertake the improvement of the Senior Citizen Housing Project pursuant to the LIHTC Financing Documents, by its nature, can be an incremental process and this Development Agreement and Development Approvals contemplate this. The Parties acknowledge that Developer cannot at this time predict when or the precise rate at which Development shall complete the acquisition of the Property and commence the improvement of the Project. The decisions of the Developer related to the timing of the commencement of the Development depend upon numerous factors which are not within the control of Developer, such as market orientation and demand and other similar factors. Because the California Supreme Court held in Pardee Construction v. City of Camarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a latter-enacted initiate restricting the timing of development to prevail over such parties’ agreement, it is the Parties’ intent to cure that deficiency considered in Pardee Construction by acknowledging and providing that Developer shall have the right to develop the Property (but not the obligation to develop the Property) in such order and at such rate and at such time as Developer deems appropriate within the exercise of its sole and absolute subjective business judgement.

5.4.2 Duty of City to Grant and Implement an Approval. The City’s obligation to grant and implement any Ministerial Approval or Discretionary Approval shall not infringe upon the City’s right to withhold the issuance of a particular Development Approval on the grounds that the application for such Ministerial Approval or Discretionary Approval fails to conform to the Existing Land Use Regulations or the Existing Development Approvals. If the City rejects an application for a Ministerial Approval or Discretionary Approval, it shall provide the Developer, in good faith, a specific written list of reasons why the application was rejected, along with a description of specific and reasonable legal measures to correct (“Measures to Correct”) each basis for rejection of an application or disapproval of a Ministerial Action or Ministerial Permit or a Discretionary Action or Discretionary Permit. If Developer resubmits its application which addresses each Measure to Correct, the City shall promptly consider such application and approve conditionally approve or reject such application and the Measures to Correct as then indicated.

5.4.3 Development Approvals, Consultations. At Developer’s request, weekly meetings shall be held with the appropriate City officials, regarding the processing of all Discretionary Permits, and monthly meetings with the appropriate City officials, regarding the processing of all Ministerial Permits.

5.4.3.1 Processing Obligations. To the fullest extent allowed by law, the City hereby agrees that it shall process all applications filed in connection with the Development of the Project as expeditiously as possible in accordance with Existing Land Use Regulations and shall complete at the earliest possible time all steps necessary for the implementation of this Development Agreement and the Development of the Project, including, but not limited to, the following:
55733.00004\34276963.2
19 Prima Development - Amended & Restated Development Agreement 10-5-21 (a) The processing of applications for and the issuance of all Development Approvals requiring the exercise of judgment and deliberation by the City, including without limitation, the Subsequent Development Approvals; (b) The retention, upon Developer’s request and cost, of outside plan check consultants to expedite the processing by the City of applications and plans (including infrastructure and storm drain plans);
(c) The holding of any required public hearings;
(d) The process of verifying that an application for and the issuance of all Ministerial Approvals is complete shall be accomplished within thirty (30) days after application is submitted to the City and if applicable, the City shall deliver a written list of Measures to Correct within said thirty (30)-day period specifically identifying why the requested Ministerial Approval is not consistent with the Existing Development Approvals and/or Subsequent Development Approvals, as applicable, or this Development Agreement;
(e) Subject to the provisions of Section 5.4.2, City processing and approval of all Ministerial Approvals shall be completed by the City within thirty (30) days of submission by Developer of complete plans. City shall inform Developer as part of the consultation process under Section 5.4.3, upon Developer’s request, of the necessary submission requirements for each application for a building permit or other entitlement for use in advance and review of said application and scheduling the application for review by the appropriate authority within the times set forth in this Section; and
(f) City performance of all required inspections, including courtesy inspections, called for by Developer under any Ministerial Permit within one (1) business day following a request for such inspection by Developer.

5.4.4 Changes in the Project. City acknowledges that the Developer may in the future desire to change or modify the Project based on precise planning, changes in market demand, changes in development occurring in the vicinity of the Property, or other factors. All such Project revisions shall also be subject to the provisions of Section 5 of this Development Agreement, and City shall cooperate with Developer to expeditiously review and take final action on such requested changes to the Development of the Project consistent with the Existing Land Use Regulations.

5.4.4.1 Developer reserves the right to reduce the densities and intensities of uses at the Property and the heights and sizes of the improvements below the maximums permitted in the Existing Land Use Regulations, and any such application for a reduction shall be processed by the City as a Ministerial Approval.

5.4.4.2 Developer shall have the right to seek a Minor Modification of the Project, which shall be promptly considered by the City Planning Director based upon the Existing Land Use Regulations.

5.4.4.3 Developer also reserves the right to relocate the various components of the Project on the Property, as set forth in the Existing Development Approvals, as long as such 55733.00004\34276963.2
20 Prima Development - Amended & Restated Development Agreement 10-5-21 relocation is consistent with the Existing Land Use Regulations and the approval by the City of any such relocation of components of the Project shall be deemed to be a Ministerial Approval.

5.4.4.4 No change to the Project which is consistent with the Existing Land Use Regulations and the Existing Development Approvals shall require an amendment to this Development Agreement and, in the event any change to the Project proposed by Developer is approved by the City, the references in this Development Agreement to the Project shall be deemed to refer to the Project as so changed.

5.4.5 Developer’s Right to Contest Increases in Processing Fees. Nothing in this Development Agreement shall be deemed to prevent Developer from contesting, in any appropriate forum, the imposition or the amount of any new Processing Fee or increase of an existing Processing Fee which may take effect following the Development Agreement Date or the modification (increase) of the amount of any Processing Fee which is in effect as of the Development Agreement Date. Notwithstanding any pending challenge by the Developer of such Processing Fees and provided that the Developer has paid the disputed amount of each such Processing Fee with a reservation of right, City shall proceed with issuance of all required Development Approvals and shall not withhold or delay issuance of those Development Approvals based upon any pending protest or appeal of Developer with respect to such Processing Fee.

5.5 Development of the Project. No City funds are currently committed or made available to Developer for the acquisition, construction or operation of the Project under this Development Agreement. Developer is responsible for providing all of the funding and equity necessary to acquire the Property from the City under the terms and conditions of a purchase and sale agreement by and between Developer and the City, subject to the ratification of such purchase and sale agreement by the Los Angeles County Consolidated Oversight Board and that Developer is further responsible for providing other funding for the development of the Project including such funds as may be obtained by Developer under the LIHTC Financing Documents for the Senior Citizen Housing Project element of the Project. Developer shall have completed its assembly of the necessary financing to undertake the Project, and shall be ready to commence construction of the Project promptly following its acquisition of the Property from the City. Developer shall provide the City with a complete set of copies of all LIHTC Financing Documents for the Senior Citizen Housing Project element of the Project within thirty (30) days following the Developer’s acquisition of the Property from the City.

5.5.1 Payment of Prevailing Wage. As part of the implementation of an element of the public benefits offered to the City by Developer under Section 7 of this Development Agreement, Developer shall ensure that all persons who provide construction related work to Developer as part of the Development shall be compensated at not less than prevailing wages under Labor Code Section 1720, et. seq. Separate and cumulative within any other indemnity in favor of the City arising under this Development Agreement, Developer shall at its expense, defend, indemnify, and hold harmless the City and its officers, agents, employees and representatives harmless from any and all losses, liabilities, claims, lawsuits, causes of action, judgments, settlements, court costs, attorneys’ fees, and other legal expenses, costs of evidence of title, costs of evidence of value, and other damages of whatsoever nature arising out of or in connection with, or relating in any manner to any act or omission of Developer or its agents, employees, contractors and subcontractors of any tier and employees thereof in connection with or arising the 55733.00004\34276963.2
21 Prima Development - Amended & Restated Development Agreement 10-5-21 Development or Developer’s ownership or operation of the Senior Citizen Housing Project, or the development of the Healthcare Office Project, except for any such loss, liability, claim, lawsuit or other damage to the extent arising from the gross negligence or willful misconduct of the City or its officers, agents, employees or representatives.

5.5.2 Developer shall comply with all Governmental Requirements during the course of Development. As used herein, “Governmental Requirements” shall mean and include any and all laws, statutes, ordinances, codes, rules, regulations, directives, writs, injunctions, orders, decrees, rulings, conditions of approval, or authorizations, now in force or which may hereafter be in force, of any governmental entity, agency or political subdivision as they pertain to the Development except as provided as to the City under this Development Agreement, including specifically but without limitation the California Environmental Quality Act; fair housing laws, prevailing wage laws (e.g. California Labor Code 1720 et seq. and the federal Davis-Bacon Act (40 U.S.C. 276a)), and any other applicable federal, state and local laws and environmental and building regulations applicable to the Environmental Clean-up of the Property.

5.5.3 Project Construction Coordination Agreement. Developer intends to prepare and enter into a Project construction coordination agreement (the “Coordination Agreement”) to more specifically delineate the rights, responsibilities and terms and conditions as appropriate for the coordination of the construction and installation of the Project improvements for each element of the Project (e.g., the Senior Citizen Housing Project and the Healthcare Office Project) following Developer’s acquisition of the Property from the City. The parties to the Coordination Agreement may include one or more affiliate of the Developer (e.g., a limited partnership entity to be formed by Developer) to own the Senior Citizen Housing Project and one or more affiliate of the Developer, or a third party entity which shall own the Healthcare Office Project following the conveyance of the Property by the City to the Developer and its permitted assigns, and the general contractor of each of them for the construction and development of the Project. The Coordination Agreement will delineate the roles and responsibilities of the parties as pertain to the Senior Citizen Housing Project and the Healthcare Office Project during the construction and prior to the time of conversion of the construction financing for the Senior Citizen Housing Project to a permanent financing for the Senior Citizen Housing Project upon the completion of construction activity. The Coordination Agreement will assure each construction related responsibility of the owners of the mixed-use elements of the Project are implemented, regular communication among such parties including the general contractor of each of them is continuously maintained during the course of construction of the Project and that there are appropriate controls and remedies for the prompt resolution of any conflict among such parties to the Coordination Agreement as may arise during the course of construction of the Project. The Coordination Agreement shall be subject to the reasonable review and approval by the City and such approval shall not be unreasonably conditioned, withheld or denied. The Coordination Agreement shall be in full force and effect at the time when the Developer acquires the Property from the City.

SECTION 6 ENFORCEMENT
Unless this Development Agreement is terminated or cancelled pursuant to the provisions of this Development Agreement, the provisions of this Development Agreement or any amendment hereto, shall be enforceable by Developer or the City, as applicable notwithstanding 55733.00004\34276963.2
22 Prima Development - Amended & Restated Development Agreement 10-5-21 any change hereafter in any applicable general plan, specific plan, zoning ordinance, subdivision ordinance or building ordinance adopted by City which alters or amends the rules, regulations or policies of Development of the Project as provided in this Development Agreement pursuant to Section 65865.4 of the Development Agreement Statute; provided, however, that the limitations of this Section shall not apply to changes mandated by State or Federal laws or other permissible changes or new regulations as more particularly set forth in Section 16 of this Development Agreement. No third party may enforce any provision of this Development Agreement.

SECTION 7 PUBLIC BENEFITS

7.1 This Development Agreement has been accepted by City in light of the offer of Developer to provide the community with certain public benefits associated with the Project as enumerated in this Section 7.

7.1.1 As used in this Section 7, the words “good faith efforts” of Developer to provide and thereafter maintain certain of the public benefits enumerated int his Section 7 include, but are not limited to, the following applicable factors:
(1) advertisement in local media concerning employment, contracting and subcontracting opportunities;
(2) providing written notice to a reasonable number of local business enterprises soliciting their interest in contracting or subcontracting in sufficient time to allow them to participate effectively; (3) establishing an applicant pool of eligible persons who have responded to such entry level employment outreach efforts of Developer;
(4) attendance at pre-solicitation or pre-bid meetings to inform contractors or subcontractors of contracting and subcontracting opportunities for local business enterprises;
(5) following up initial solicitation of interest by contacting local business enterprises by telephone to determine with certainty whether they are interested in participating;
(6) selecting portions of the work to be performed by local business enterprises;
(7) providing interest local business enterprises and other enterprises with adequate information about the Development and requirements of contracts and subcontracts related to the project;
(8) negotiating in good faith with interested local business enterprises to perform work; and
55733.00004\34276963.2
23 Prima Development - Amended & Restated Development Agreement 10-5-21 (9) making reasonable efforts to assist interested local business enterprises in obtaining necessary sources of supply, lines of credit or insurance in order to participate in such work associated with Development.

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

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

7.2.2 Purchase of Project Construction Materials from Local Businesses.

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

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

7.2.4 Affordable Housing, Health and Wellness and Neighborhood Benefits applicable to Senior Citizen Housing Project and the Healthcare Office Project:
a. High quality affordable housing – The Senior Citizen Housing Project will allow seniors of limited economic means or in need of wrap around support services to live independently but remain in close proximity to their extended families or the neighborhoods they formerly resided.
b. General Resident Services – The Senior Citizen Housing Project will budget up to $100,000 annually to pay for general health, wellness, and socialization activities for the residents of the Senior Citizen Housing Project. c. Supportive Housing Services – The residents of up to ninety (90) dwelling units in the Senior Citizen Housing Project will be eligible to receive up to $450 per unit per month in individual intensive case management services from the Los Angeles County Department of Health.
d. Healthcare Services – The Project will establish a Community Healthcare Center (CHC) or Federal Qualified Healthcare Center (FQHC) and Adult Day Care Center (ADCC) or Program of All-Inclusive Care for the Elderly (PACE) 55733.00004\34276963.2
24 Prima Development - Amended & Restated Development Agreement 10-5-21 center to meet the health and wellness needs of residents of the Senior Citizen Housing Project and the City of Cudahy with the following estimated service counts:
i. CHC / FQHC – 3,000 to 4,000 patients a year which is the equivalent of 12,000 to 15,000 visits per year
ii. ADCC / PACE – 200-300 long term and regular active patients which is the equivalent of 2,400 to 4,200 visits per year
e. Neighborhood Amenities – The overall final design elements of the Project will offer a pedestrian-friendly street level public plaza that will be activated by the residents of the Senior Citizen Housing Project as well as non-residential nonprofit and healthcare activities centered at the Healthcare Office Project. In addition, the Project will offer additional off-street parking options both during daytime business hours and in the evenings for area residents and future business activities.
f. Healthcare Office Project Jobs Creation Benefit - The construction and operations of the Healthcare Office Project shall result in substantial local and well-paid job creation opportunities due to the good faith effort of Developer to implement local hire requirements and partnerships with local education and training programs. The federal qualified health care center and PACE center are expected to generate up to 80 well-paid full-time permanent health care related jobs equivalent to an estimated $4,000,000 in annual employment income.

7.3. Repayment of Entitlement Deferral Loan. Developer and City have entered into an Agreement entitled “Memorandum of Understanding” dated as of July, 2020 pursuant to which the City provided the “Entitlement Deferral Loan” as this term is defined in such Memorandum of Understanding to Developer. Upon Developer’s acquisition of the Property from the City, the outstanding principal balance of the Entitlement Deferral Loan shall be repaid to the City by Developer in accordance with the terms of the Memorandum of Understanding, except as modified herein.

7.4. Developer Reimbursement of Certain City Costs. Developer shall pay the City an amount equal to the outstanding actual and reasonable costs of the City incurred in connection with the processing of the Project including but not limited to drafting and processing of the Purchase and Sale Agreement and this Development Agreement by the City. Developer shall also repay the $20,000 Entitlement Deferral Loan. . For the purposes of this Section 7.4, the reimbursement of such actual and reasonable costs of the City shall include the costs and expenses of the City which are not otherwise included within any City Processing Fee. City shall provide Developer with written notice of the amount to be paid by Developer five (5) days prior to the close of escrow . Such sum shall be payable by Developer at the close of escrow. 55733.00004\34276963.2
25 Prima Development - Amended & Restated Development Agreement 10-5-21

7.5. Review of Public Benefits. As part of the periodic review of this Development Agreement by the City under Section 18, the City shall also consider the good faith compliance of Developer with providing the community benefits set forth in this Section 7.

SECTION 8 PUBLIC IMPROVEMENTS AND SERVICES

8.1 Public Improvements Required to Support the Project. The design, construction, installation and acceptance by the City of the public improvements required for the Development of the Project, including without limitation the modification or temporary encroachment into existing public right-of-way during the construction of the Project otherwise required under the Existing Development Approvals and Subsequent Development Approvals shall be undertaken by the Developer as required by the applicable Development Agreement.

8.2 Cooperation by City and Developer for Public Improvements. The public improvements associated with the Development of the Project will be designed and constructed in phases as required to service the Project. City shall cooperate with Developer for the purpose of coordinating this installation of all public improvements as required under the Development Approvals and this Development Agreement.

8.3 Timing, Phasing and Sequence of Public Improvements and Facilities. The timing, phasing and sequence of the construction of public improvements shall be as provided in the Development Approvals.

8.4 Maintenance of Public Improvements Pending Acceptance by the City. City shall not be responsible or liable for the maintenance or care of public improvements, intended to be dedicated to the City during the course of the Development of the Project, until City has confirmed that each such particular public improvement has been properly constructed and installed by the Developer and that the particular public improvement is in a condition to be accepted by the City as a public improvement as evidenced by the recordation of a certificate of acceptance of each element of the public improvement by the City. City shall promptly accept such public improvement. City shall exercise no control over any such public improvement as constructed and installed by the Developer until accepted as complete by the City. Any use by any person of the public improvements, or any portion thereof, shall be at the sole and exclusive risk of the Developer at all times prior to City’s acceptance of the public improvements. Developer shall maintain all the public improvements in a state of good repair until such public improvements are completed by Developer and approved and accepted by City as provided in the Public Improvement Installation Agreement. City shall not be responsible or liable for any damages or injury to any person or property of any nature in any way related to or caused by the public improvements or their condition prior to acceptance by the City. Approval and acceptance of public improvements shall not be unreasonably withheld, conditioned or delayed by the City.

SECTION 9 DEDICATIONS AND EXACTIONS
Right-of-way or property for required public improvements associated with the construction and improvement of the Project shall be irrevocably offered for dedication as required by the Development Approvals. Nothing contained in this Development Agreement shall be 55733.00004\34276963.2
26 Prima Development - Amended & Restated Development Agreement 10-5-21 deemed to preclude City during the Term from exercising the power of eminent domain for a public project or facility affecting any portion of the Property or the Project.

SECTION 10 PROCESSING FEES AND OTHER DEVELOPMENT FEES

10.1 Processing Fees and Development Fees Applicable to the Property. Except for Processing Fees payable by Developer to the City during the course of Development (e.g., plan check fees, building permit fees, improvement fees and other regulatory application fees of the City for any Development Approval, and except for the dedications and exactions covered in the Public Improvement Installation Agreement and the Mitigation Monitoring Program as specifically applicable to the Project under the Developer Approvals) no other fee or capital charge shall be payable to the City for the improvement of the Project. Notwithstanding anything to the contrary in this Development Agreement, the specific amount of any Processing Fee (an increase or decrease in the amount of such Processing Fee based upon any changes in the Project during the course of Development including Minor Modifications or Amended and Restated Development Agreement) shall be based upon the rate existing for each such Processing Fee when applied to the Development of the Project at the time of application for the particular Development Approval.

Accordingly, any development impact fee or other charge which has general application to all development in the City which is not a Processing Fee which may be adopted by the City after the Development Agreement Date shall not apply to the Project (collectively, “Development Fees”).

For purposes of this Section 10.1 and for the avoidance of doubt, Development Fees adopted by the City after approval of the Original Development Agreement shall not apply to the Project.

The Parties acknowledge that the following fees and charges of the City (in general, all Processing Fees) do not constitute Development Fees and that nothing in this Development Agreement is intended or shall be construed to release Developer from the obligation to pay the City these fees and charges, including increases, if and when they become due:
(a) City’s fees for processing, environmental assessment and review, tentative tract and parcel map review, plan checking, site review and approval, administrative review, building permit, grading permit, inspection, and similar fees imposed to recover City’s costs associated with processing, reviewing, and inspecting development project applications, plans, and specifications including Development Approvals; and
(b) Fees and charges levied by any other public agency, utility, district, or joint powers authority in connection with any Development Approval, regardless of whether City collects such fees and charges for another public agency; and (c) Any charge of the City which is a tax or utility service or commodity charge.

10.2 Processing Fees Applicable for Modified Development Approvals.

Notwithstanding Section 10.1 of this Development Agreement, if and to the extent that any Development Approval applicable to the Property is amended after the Development Agreement Date which authorizes the Developer to develop any additional density or intensity of use beyond what is allowed as of the Development Agreement Date which is not deemed to be a Minor Modification under this Development Agreement, City shall retain the right to require Developer 55733.00004\34276963.2
27 Prima Development - Amended & Restated Development Agreement 10-5-21 to pay all addition Processing Fees for such additional density or intensity of use to the extent such Processing Fees would be applicable in accordance with this Development Agreement.

SECTION 11 RESERVED
SECTION 12 FUTURE APPROVALS

12.1 Basis for Denying or Conditionally Granting Future Approvals. Before Developer can begin grading on the Property or other development of the Property, including the initiation of the Environmental Clean-up of the Property, Developer must first complete its acquisition of the Property from the City and secure permits and/or approvals from City as set forth in this Development Agreement for the commencement of the construction of the Development on the Property. The Parties agree that for the commencement of the Development of the Project based upon the Existing Development Approvals, only submissions of the relevant plans and specifications and development project applications for Ministerial Approvals are required by City; provided however, that relevant requirements of the voluntary clean-up oversight agency for the Environmental Clean-up of the Project shall be prepared and submitted by Developer to the agency providing such oversight of the Environmental Clean-up of the Property. The Parties agree that to the extent such Development Approvals are Ministerial in nature, City shall not, through the enactment or enforcement of any subsequent ordinances, rules, regulations, initiatives, policies, requirements, guidelines, or other constraints, withhold such approvals as a means of blocking construction or of imposing new conditions on the Project which were not imposed as part of Existing Development Approvals unless City has been ordered to do so by a court of competent jurisdiction. Notwithstanding the previous sentence, City and Developer will use reasonable efforts to ensure each other that all applications for and approvals of all required permits whether Ministerial Approvals or otherwise, as necessary for Developer to develop the Project in accordance with this Development Agreement, shall be applied for and processed in a timely manner.

12.2 Standard of Review. The rules, regulations and policies that apply to any Subsequent Development Approval which Developer must secure either prior to the commencement of Development or during the course of Development following such commencement shall be the Existing Land Use Regulations, as defined in this Development Agreement.

SECTION 13 AMENDMENT

13.1 Initiation of Amendment. Either Party may propose an amendment to this Development Agreement.

13.2 Procedure. The procedure for proposing and adopting an amendment to this Development Agreement shall be the same as the procedure required for entering into this Development Agreement in the first instance.

13.3 Consent. Except as provided elsewhere within this Development Agreement, any amendment to this Development Agreement shall require the consent of both Parties. 55733.00004\34276963.2
28 Prima Development - Amended & Restated Development Agreement 10-5-21 No amendment of this Development Agreement or any provision hereof shall be effective unless set forth in writing and signed by duly authorized representatives of each Party hereto.

13.4 Effect of Amendment to Development Agreement. The Parties agree that except as expressly set forth in any such amendment, an amendment to this Development Agreement will not alter, affect, impair, modify, waive or otherwise impact any other rights, duties or obligations of either Party under this Development Agreement.

13.5 Operating Memoranda. The provisions of this Development Agreement require a close degree of cooperation and flexibility between the City and Developer. The Development of the Property may demonstrate that clarifications or modifications to this Development Agreement or the Existing Land Use Regulations are appropriate with respect to the details of performance of the City and Developer. To the extent allowable by law, Developer shall retain a certain degree of flexibility as provided herein with respect to all matters, items and provisions covered in general under this Development Agreement. When and if the Developer finds it necessary or appropriate to make changes, adjustments or clarifications to matters, items or provisions in this Development Agreement, including to the public benefits referenced in Section 7, the Parties shall effectuate such changes, adjustments or clarifications through operating memoranda (“Operating Memoranda”) approved by the Parties in writing which reference this Section 13.5. Operating Memoranda are not intended to constitute either a substantial change or an amendment to this Development Agreement, but are ministerial clarification; and accordingly, public notices and hearings shall not be required in the case of the mutual approval of an Operating Memorandum.

Operating Memoranda may be used and thus deemed non-substantive and/or procedural if, for example in the case of an adjustment or clarification as relates to a Development Approval such Operating Memorandum: (i) does not increase the density or intensity of use of the Property, unless such increases are consistent with the Existing Land Use Regulations; (ii) does not change the permitted uses of the Property, unless such uses are consistent with the Existing Land Use Regulations; (iii) does not increase the maximum size of buildings on the Property beyond increases which constitute Minor Modifications or are consistent with the Existing Land Use Regulations; (iv) does not decrease the amount of land to be dedicated for public purposes; or (v) does not reduce improvement and construction standards and specifications for the Project. The City Manager in consultation with the City Attorney shall determine whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such character to constitute either a substantive change or an amendment to this Development Agreement which requires compliance with the provisions of Section 13.2 of this Development Agreement.

SECTION 14 NON-CANCELLATION OF RIGHTS
Subject to the provisions of Sections 20, 21 or 22 of this Development Agreement, the Development Approvals granted by the City shall be final and the rights once granted thereby shall be vested in the Property for the Term hereof.
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29 Prima Development - Amended & Restated Development Agreement 10-5-21 SECTION 15 UNDERTAKINGS AND ASSURANCES CONTEMPLATED

PROMOTED BY DEVELOPMENT AGREEMENT STATUTE
The mutual undertakings and assurances described in this Development Agreement are for the benefit of City and Developer and promote the comprehensive planning, private and public cooperation and participation in the provision of public facilities, and the effective and efficient development of infrastructure and facilities supporting development which was contemplated and promoted by the Development Agreement Statute. City agrees that it will not take any actions which are intended to circumvent this Development Agreement; provided, however, that any action of the electorate shall not be deemed an action of the City for purposes of this Section.

SECTION 16 RESERVED AUTHORITY

16.1 Reservation of Authority of the City.

16.1.1 Limitations, Reservations and Exceptions.
(a) The following exclusive list of Subsequent Land Use Regulations shall apply to the Development of the Property without the consent of the Developer:
1) Processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals or for monitoring compliance with the Development Approvals and any Subsequent Development Approvals granted or issued by the City. 2) Procedural regulations consistent with this Development Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure. 3) Changes to the Uniform Codes adopted by the City as Subsequent Land Use Regulations, if such changes are applicable Citywide except as such changes may otherwise be applied to a Discretionary Permit or Ministerial Permit for development of the Project under the Existing Development Approvals.
4) Changes to the Existing Land Use Regulations that are not in conflict with, do not impede, delay or prevent implementation of the Project or this Development Agreement, and do not materially impair Developer’s rights under this Development Agreement. 5) The effect of federal, state, county, and multi-jurisdictional laws and regulations (including monetary fees) which City is required to enforce as against the Property or the Development of the Property as of the Development Agreement Date. (b) The list as set forth in Section 16.1.1 shall not apply to any Subsequent Land Use Regulation which the Developer may in its sole discretion expressly agree to accept.

16.1.2 Modification or Suspension by Federal, State, County, or MultiJurisdictional Law. In the event that Federal, State, County, or multi-jurisdictional laws or regulations, enacted after the Development Agreement Date, prevent or preclude compliance with 55733.00004\34276963.2
30 Prima Development - Amended & Restated Development Agreement 10-5-21 one or more of the provisions of this Development Agreement, such provisions of this Development Agreement shall be modified or suspended as may be necessary to cause such provisions to minimally comply with such Federal, State, county, or multi-jurisdictional laws or regulations, and this Development Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations, to the extent such laws or regulations do not render such remaining provision impractical to enforce and do not otherwise materially frustrate Developer’s rights under this Development Agreement and the Development Approvals. When City or Developer believes such a change or addition exists under this Subsection 16.1.2, that Party shall take the following actions:
(a) The Party which believes a change or addition to the Existing Land Use Regulations has occurred shall provide the other Party hereto with a copy of such State or Federal law or regulation and a statement of the nature of its conflict with the provisions of the Existing Land Use Regulations and/or of this Development Agreement. (b) The Parties shall, within ten (10) days, meet and confer in good faith and engage in a reasonable attempt to modify this Development Agreement to comply with such Federal or State law or regulation. In such discussions, the City and the Developer agree to preserve the terms of this Development Agreement and the rights of the Developer derived from this Development Agreement to the maximum extent feasible while resolving the conflict. (c) Thereafter, if the representatives of the Parties are unable to reach agreement on the effect of such Federal or State law or regulation and the change in this Development Agreement necessitated thereby, or if the required change which is agreed to by the Parties requires, in the judgment of the City Manager and the City Attorney, a hearing before and/or approval by the City Council, then the matter shall be scheduled for hearing before the City Council by the City Clerk, at its next meeting. At least ten (10) days’ written notice of the time and place of such hearing shall be given by the City Clerk to the representative of Developer and the City Manager. The City Council, at such hearing, or at a continuation of such hearing, shall determine the exact modification which is necessitated by such Federal or State law or regulation.

Developer, and any other interested person, shall have the right to offer oral and written testimony at the hearing. The determination of the City Council shall be final and conclusive, except for judicial review thereof.

16.1.3 Regulation by Other Public Agencies. It is acknowledged by the Parties that other public agencies not subject to control by City may possess authority to regulate aspects of the Development of the Property, and this Development Agreement does not limit the authority of such other public agencies to act with respect to the Project on the Property.

16.1.4 Future Voter Actions Not Applicable to the Project. Notwithstanding any other provision of this Development Agreement to the contrary, any general plan amendment, specific plan amendment, zoning ordinance or regulation, or any other law, policy, or procedure adopted by the voters of the City after the Development Agreement Date (“Voter Measures”), shall not apply in whole or in part to the Property, the Development, and/or the Project. No Voter Measures shall impede the vested right Developer has to develop the Project pursuant to the terms of this Development Agreement.
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31 Prima Development - Amended & Restated Development Agreement 10-5-21

16.1.5 Development Agreement/Development Approvals. In the event of any inconsistency between any Existing Land Use Regulation and a Development Approval, the provisions of the Development Approval shall control. In the event of any inconsistency between any Existing Land Use Regulation, Subsequent Land Use Regulation or Development Approval and this Development Agreement, the provisions of this Development Agreement shall control.

SECTION 17 CANCELLATION

17.1 Initiation of Cancellation. Either Party may propose cancellation of this Development Agreement.

17.2 Procedure. Except as provided in Section 17.3, the procedure for proposing a cancellation of and cancelling this Development Agreement shall be the same as the procedure required for entering into this Development Agreement in the first instance. Such procedures are set forth in Section 65868 of the California Government Code.

17.3 Consent of Developer and City. Except in the case of a cancellation of this Agreement as a result of the Developer’s failure to acquire the Property from the City on or before January 1, 2023, or any extension, as provided in Section 2.3(b), any cancellation of this Development Agreement shall require the mutual consent of Developer and City.

SECTION 18 PERIODIC REVIEW

18.1 Time for Review. In accordance with the procedures set forth in the Development Agreement Ordinance, City shall, at least every twelve (12) months after the Development Agreement Date, review the extent of good faith compliance by Developer with the terms of this Development Agreement including the Existing Entitlements and Subsequent Development Approvals and the community benefits set forth in Section 7. Such periodic review shall determine compliance with the terms of this Development Agreement pursuant to California Government Code Section 65865.1 and other successor laws and regulations. If City fails to review the Project and the Developer’s compliance with the material terms of this Development Agreement, then in such an event the Developer will be deemed to be in compliance with the provisions of this Development Agreement, and the Development Agreement will be deemed in full force and effect until such time as the City may complete such review of the Project and the Developer’s compliance with this Development Agreement. The City’s failure to review the Project or Developer’s compliance with the terms of the Development Agreement, or Developer’s failure to submit evidence concerning its good faith compliance with the material terms of the Development Agreement as specified in Section 18.2 of this Development Agreement, shall not constitute or be asserted by either Party as a breach of the Development Agreement by the other Party.

18.2 Developer’s Submission. Each year, not less than forty-five (45) days nor more than ninety (90) days prior to the anniversary of the Development Agreement Date, Developer shall submit evidence to the City Council demonstrating its good faith compliance with the terms and conditions of this Development Agreement, the Existing Entitlements and Subsequent Development Approvals. Developer shall pay to City a processing fee for the reimbursement of the actual and reasonable cost incurred by the City on each occasion that Developer submits its evidence for a periodic review including the costs of the City associated with the preparation of 55733.00004\34276963.2
32 Prima Development - Amended & Restated Development Agreement 10-5-21 such technical reports as the City may reasonably require as part of such periodic review if any, to confirm such good faith compliance by Developer with the Development Agreement, the Existing Entitlements and Subsequent Development Approvals. The Developer shall pay such a processing fee to the City within thirty (30) days following receipt of a mutually detailed written invoice from the City.

18.3 Findings. Within sixty (60) days after the submission of Developer’s evidence as provided in Section 18.2, the City Council shall determine, on the basis of substantial evidence, whether or not Developer has, for the period under review, complied in good faith with the terms and conditions of this Development Agreement, the Existing Entitlements and Subsequent Development Approvals. The burden of proof on this issue shall be on the Developer. If the City Council finds that Developer has so complied, the review for that period shall be deemed concluded. If the City Council finds and determines, on the basis of substantial evidence, that Developer has not complied in good faith with the terms and conditions of this Development Agreement for the period under review, Developer shall be deemed to be in default of the Development Agreement, and City may proceed in accordance with Section 19.

SECTION 19 EVENTS OF DEFAULT

19.1 Defaults by the Parties. If the City Council finds and determines, on the basis of substantial evidence, that Developer has not complied in good faith with one (1) or more terms and conditions of this Development Agreement, City shall, by written notice to Developer, specify the manner in which Developer has failed to so comply and state the steps Developer must take to bring itself into compliance. Developer shall be given at least sixty (60) days to cure such noncompliance and if the actions required to cure such non-compliance take more than sixty (60) days, then City shall give Developer additional time provided that Developer is making reasonable progress towards such end. If during the cure period, Developer fails to cure such noncompliance or is not making reasonable good faith progress towards such end, then, the City Council may, at its discretion, proceed to modify or terminate this Development Agreement or establish a time schedule for compliance in accordance with the procedures set forth in Section 20 of this Development Agreement. If Developer finds and determines that City has not complied in good faith with one or more terms or conditions of this Development Agreement, Developer shall, by written notice to City, specify the manner in which City has failed to so comply and state the steps City must take to bring itself into compliance. City shall be given at least sixty (60) days to cure such non-compliance and if the actions required to cure such non-compliance take more than sixty (60) days, then Developer shall give City additional time provided that City is making reasonable progress towards such end.

19.2 Specific Performance Remedy. Developer has invested significant time and resources and performed extensive planning and processing of the Project and with respect to agreeing to the terms of this Development Agreement. The Developer shall be investing even more significant time in implementing the Project in reliance upon the terms of this Development Agreement, and it is not possible to determines the sum of money which would adequately compensate Developer for an injury in the event of a default by the City under the Development Agreement. For the above reasons, City and Developer agree that damages shall not be a remedy in favor of the Developer if City is in default with respect to any of its obligations under this Development Agreement. Therefore, specific performance of this Development Agreement by the 55733.00004\34276963.2
33 Prima Development - Amended & Restated Development Agreement 10-5-21 City is the sole remedy of the Developer which would compensate Developer if City fails to carry out its obligations under this Development Agreement, and City hereby agrees that Developer shall be entitled to specific performance in the event of a default by City hereunder. City and Developer further acknowledge and agree that, if Developer fails to carry out its obligations under this Development Agreement, City shall have the right to refuse to issue any permit or other approval which Developer would otherwise have been entitled to pursuant to the Existing Development Approvals and any related Development Approval and this Development Agreement and further, if the Developer is in default under this Development Agreement or any Development Approval the City and the Developer agree that damages shall not be a remedy in favor of the City if the Developer is in default of its obligations with respect to any of its obligations under this Development Agreement except as provided for a default of the Developer under the Public Improvement Installation Agreement. City shall be entitled to specific performance for the sole purpose of causing Developer to satisfy such condition.

SECTION 20 MODIFICATION OR TERMINATION
If pursuant to Section 19 of this Development Agreement, City elects to modify or terminate this Development Agreement or establish a revised time schedule for compliance as herein provided, then City shall proceed as set forth in this Section.

20.1 Notice to Developer. City shall give notice to Developer of the City Council’s intention to proceed to modify or terminate this Development Agreement or establish a time schedule for compliance within ten (10) days of making City’s findings.

20.2 Public Hearing. The City Council shall set and give notice of a public hearing on modification, termination or a time schedule for compliance to be held within forty-five (45) days after the City Council gives notice to Developer.

20.3 Decision. The City Council shall announce its findings and decisions on whether this Development Agreement is to be terminated, how this Development Agreement is to be modified or the provisions of the Development Agreement with which Developer must comply and a time schedule therefore not more than ten (10) days following completion of the public hearing.

20.4 Standard of Review. Any determination by City to terminate this Development Agreement because Developer has not complied in good faith with the terms of this Development Agreement must be based upon a finding by the City Council, on the basis of a preponderance of the evidence, that Developer is in default and has not cured that default in the timeframe permitted by Sections 18 and 19 of this Development Agreement, as applicable.

20.5 Implementation. Amending or terminating this Development Agreement shall be accomplished by City enacting an ordinance. The ordinance shall recite the reasons which, in the opinion of City, make the amendment or termination of this Development Agreement necessary.

Not later than ten (10) days following the adoption of the ordinance, one copy thereof shall be forwarded to Developer. This Development Agreement shall be terminated, or this Development Agreement as modified shall become effective on the effective date of the ordinance terminating or modifying this Development Agreement.
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34 Prima Development - Amended & Restated Development Agreement 10-5-21

20.6 Schedule for Compliance. Setting a reasonable time schedule for compliance with this Development Agreement may be accomplished by City enacting a resolution. The resolution shall recite the reasons which, in the opinion of City, make it advisable to set a schedule for compliance and why the time schedule is reasonable. Not later than ten (10) days following adoption of the resolution, one copy thereof shall be forwarded to Developer. Compliance with any time schedule so established as an alternative to amendment or termination shall be subject to periodic review as provided in this Development Agreement and lack of good faith compliance by Developer with the time schedule shall be basis for termination or modification of this Development Agreement.

SECTION 21 ASSIGNMENT OF INTEREST OF THE DEVELOPER

21.1 Right to Assign. Provided that Developer is not then in material default of the Development Agreement, Developer shall have the right to sell, mortgage, hypothecate, assign or transfer any and all of its rights, duties and obligations arising under this Development Agreement, to any person, partnership, joint venture, firm or corporation at any time during the term of this Development Agreement upon thirty (30) days prior written notice to the City which references this Section 21.1 and further, provided that any such sale, mortgage, hypothecation, assignment or transfer must be pursuant to a sale, assignment or other transfer of the interest of Developer in the Property, or a portion thereof. In the event of any such sale, mortgage, hypothecation, assignment or transfer, (a) Developer shall notify City of such event and the name of the transferee, together with the corresponding entitlements as relate to the Project which are proposed for transfer to such transferee, and (b) the Developer shall provide the City with a copy of the proposed form of agreement between Developer and such transferee accomplishing such transfer of interest and such agreement shall provide that either Developer or the transferee or both shall be liable to the City for the performance of all obligations of Developer pursuant to this Development Agreement and the Development Approvals with respect to the portion of the Property as transferred. Such transferee and/or Developer shall notify City in the notice described in the first sentence of this Section 21.1 regarding which entity as between them shall be liable for the performance of such obligations to the City. Within thirty (30) days of its receipt of the assignment and assumption agreement described in Section 21.1 the City Council shall confirm its acceptance thereof and such acceptance shall by the City shall not be unreasonably withheld, conditioned or delayed.

21.2 Release Upon Transfer. Upon the sale, transfer, or assignment of Developer’s rights and interests under this Development Agreement as permitted pursuant to the Section 21.1 above, Developer shall be released from its obligations under this Development Agreement with respect to the Property, or portion thereof so transferred. Thereafter, a default under this Development Agreement by Developer shall not be considered or acted upon by the City as a default by the transferee and shall not affect the transferee’s rights or obligations hereunder.

Likewise, a default by a transferee relating to the transferred property shall not be considered or acted upon by the City as a default by Developer and shall not affect Developer’s rights and obligations hereunder. Any and all successors, assigns and transferees of Developer shall have all of the same rights, benefits and obligations of Developer as used in this Development Agreement and the term “Developer” as used in this Development Agreement shall refer to any such successors, assigns and transferees unless expressly provided herein to the contrary. 55733.00004\34276963.2
35 Prima Development - Amended & Restated Development Agreement 10-5-21 SECTION 22 GENERAL

22.1 Force Majeure. The Term of this Development Agreement and the time within which Developer shall be required to perform any act under this Development Agreement shall be extended by a period of time equal to the number of days during which performance of such act by the Developer is delayed unavoidably by strikes, lock-outs, Acts of God, failure or inability to secure materials or labor by reason of priority or similar regulations or order of any governmental or regulatory body, initiative or referenda, moratoria, enemy action, civil disturbances, fire, unavoidable casualties, economic slowdowns, or any other cause beyond the reasonable control of Developer Any litigation filed challenging City’s approval this Development Agreement or any Development Approval including any of the Existing Development Approvals shall toll the expiration date each Development Approval for the length of time such litigation is pending until it is finally resolved.

22.2 Construction of Development Agreement. The language in all parts of this Development Agreement shall in all cases, be construed as a whole and in accordance with its fair meaning. The captions of the paragraphs and subparagraphs of this Development Agreement are for convenience only and shall not be considered or referred to in resolving questions of constructions. This Development Agreement shall be governed by the laws of the State of California. The Parties understand and agree that this Development Agreement is not intended to constitute, nor shall it be construed to constitute, an impermissible attempt to contract away the legislative and governmental functions of City, and in particular, City’s police powers. In this regard, the Parties understand and agree that this Development Agreement shall not be deemed to constitute the surrender or abnegation of City’s governmental powers over the Property.

22.3 Severability. If any provision of this Development Agreement shall be adjudged to be invalid, void or unenforceable, such provision shall in no way affect, impair or invalidate any other provision hereof, unless such judgment affects a material part of this Development Agreement, the Parties hereby agree that they would have entered into the remaining portions of this Development Agreement not adjudged to be invalid, void or illegal. In the event that all or any portion of this Development Agreement is found to be unenforceable, this Development Agreement or that portion which is found to be unenforceable shall be deemed to be a statement of intention by the Parties; and the Parties further agree that in such event they shall take all steps necessary to comply with such public hearings and/or notice requirements as may be necessary in order to make valid this Development Agreement or that portion which is found to be unenforceable. Notwithstanding any other provisions of this Development Agreement, in the event that any material provision of this Development Agreement is found to be unenforceable, void or voidable, Developer or City may mutually agree to terminate this Development Agreement in accordance with the provisions of the Development Agreement Statute.

22.4 Cumulative Remedies. In addition to any other rights or remedies arising under the Public Improvement Installation Agreement, the Senior Citizen Covenant and Density Bonus Agreement, the Senior Citizen Housing Project Regulatory Agreement or the power of the City to enforce the CMC with respect to the Property and the Development, either party may institute legal action to cure, correct or remedy any default, to enforce any covenant or agreement of this Development Agreement, or to enjoin any threatened or attempted violation, including suits for declaratory relief, and specific performance and in the case of the Developer, relief against the 55733.00004\34276963.2
36 Prima Development - Amended & Restated Development Agreement 10-5-21 City in the nature of mandamus. All of the remedies described above shall be cumulative and not exclusive of one another, and the exercise of anyone or more of the remedies shall not constitute a waiver or election with respect to any other available remedy.

22.5 Indemnification. Developer agrees to, and shall, to the fullest extent permitted by law, defend, indemnify, and hold harmless City and City’s elective and appointive councils, boards, commissions, officers, officials, agents, representatives and employees from and against each and every claim, action, proceeding, cost, fee, legal cost, damage, award or liability of any nature whatsoever arising out of City’s performance of its obligation under this Development Agreement. The provisions of this Subsection shall not be binding on Developer to the extent the liability arises out of the gross negligence or willful misconduct of City, or its elective and appointive councils, boards, commissions, officers, officials, agents, representatives or employees, and shall expire upon expiration or termination of this Development Agreement, whichever occurs earlier.

22.6 Cooperation in the Event of Legal Challenge. Developer shall defend and indemnify the City, its agents, officers and employees from any claim, action, liability or proceeding that seeks to attack, set aside, void or annul the Project or any of the proceedings, acts or determinations taken, done or made as a result of City’s processing and approval of the Project.

Developer’s obligation to defend and indemnify the City hereunder shall apply to any lawsuit or challenge alleging failure to comply with the requirements of any federal, state, or local law, including but not limited to general plan and zoning requirements and the California Environmental Quality Act. Developer’s obligations under this Section 22.6 shall include, but not be limited to, payment of all court costs and attorney fees, all litigation-related costs, all costs of judgments and awards against the City, and all settlement costs, which arise out of City’s processing and approval of the Project. The City shall notify Developer promptly of any claim, action or proceeding and reasonably cooperate in the defense. Upon receipt of such notification, the Project Applicant shall assume the defense of the claim, action, or proceeding, including the employment of counsel satisfactory to City, which approval shall not be unreasonably withheld.

If City reasonably determines that having common counsel would create a conflict of interest between the Developer and the City, or if the Developer fails to promptly assume the defense of the claim, action, or proceeding or to promptly employ counsel satisfactory to the City, then the City may hire counsel for its own defense, and the Developer shall pay the City the reasonable attorney fees and costs of such counsel within 30 days after receiving an itemized invoice from the City. Developer shall further pay for all costs and fees related to any additional investigation or study, or for supplementing or revising any document, including, without limitation, environmental documents for the Project.

22.7 Public Agency Coordination. City and Developer shall cooperate and use reasonable efforts in coordinating the implementation of the Development Approvals with other public agencies, if any, having jurisdiction over the Property or the Project including without limitation the implementation of the Environmental Clean-up of the Property.

22.8 Initiative Measures. Both City and Developer intend that this Development Agreement is a legally binding contract which shall be exempt from any initiative measure or municipal moratorium affecting the consideration and approval of parcel or subdivision maps (whether tentative, vesting tentative or final), building permits, occupancy certificates or other 55733.00004\34276963.2
37 Prima Development - Amended & Restated Development Agreement 10-5-21 entitlements to use approved, issued or granted within the City. This Development Agreement shall apply to the Project to the extent such initiative measure or municipal moratorium or other limitation is inconsistent or in conflict with this Development Agreement. Should an initiative measure or moratorium or other limitation be enacted by the citizens of City which would preclude construction of all or any part of the Project, and to the extent such initiative, measure, moratorium, referendum, statute, ordinance or other limitation be determined by a court of competent jurisdiction to invalidate or prevail over all or any part of this Development Agreement, Developer shall have no recourse against City pursuant to the Development Agreement for damages, but shall retain all other rights, claims and causes of action under this Development Agreement not so invalidated and any and all other rights, claims and causes of action at law or in equity which Developer may have independent of this Development Agreement with respect to the Project. The foregoing shall not be deemed to limit Developer’s right to appeal any such determination that such initiative measure, moratorium or other limitation invalidates or prevails over all or any part of this Development Agreement. City agrees to cooperate with Developer in all reasonable manners in order to keep this Development Agreement in full force and effect, provided Developer shall reimburse City for its actual and reasonable out-of-pocket expenses incurred directly in connection with such cooperation and City shall not be obligated to institute a lawsuit or other court proceedings in this connection.

22.9 Attorneys’ Fees. In the event of any litigation between the Parties involving the covenants or conditions contained in this Development Agreement, the prevailing party shall be entitled to recover its reasonable expenses, attorneys’ fees and costs.

22.10 No Waiver. No delay or omission by either party in exercising any right or power accruing upon non-compliance or failure to perform by the other party under any of the provisions of this Development Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of any of the covenants or conditions to be performed by the other party shall not be construed as a waiver of any succeeding breach of nonperformance of the same or other covenants and conditions hereof.

22.11 Authority to Execute. The person executing this Development Agreement on behalf of Developer represents and warrants that he/she has the authority to execute this Development Agreement on behalf of his/her partnership and represents and warrants that he/she has the authority to bind Developer to the performance of Developer’s obligations hereunder.

22.12 Notice.

22.12.1 To Developer. Any notice required or permitted to be given by City to Developer under or pursuant to this Development Agreement shall be deemed sufficiently given if in writing and delivered personally to an officer of Developer or mailed with postage thereon fully prepaid, registered or certified mail, return receipt requested, addressed; to Developer as follows:

Prima Development,
12401 Woodruff Ave., Suite 10
Downey, CA 90421
Attn: Fernando Vasquez
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38 Prima Development - Amended & Restated Development Agreement 10-5-21 With copies to:

Scott Nichols
Alvarez-Glasman & Colvin
13181 Crossroads Parkway North, Ste. 400
City of Industry, CA 91746
or such changed address as Developer shall designate in writing to City.

22.12.2 To City. Any notice required or permitted to be given to City under or pursuant to this Development Agreement shall be made and given in writing, if by mail addressed to:

City Council
City of Cudahy
c/o City Clerk
5220 Santa Ana Street
Cudahy, CA 90201
With copies to:

City Manager
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
City Attorney
Olivarez Madruga Lemieux O’Neill, LLP
500 S. Grand Ave., 12th Floor
Los Angeles, CA 90071
or such changed address as City shall designate in writing to Developer. Alternatively, notices to City may also be personally delivered to the City Clerk, at the Cudahy City Hall, 5220 Santa Ana Street, Cudahy, California 90201, together with copies marked for the City Manager and the City Attorney or, if so addressed and mailed, with postage thereon fully prepaid, registered or certified mail, return receipt requested, to the City Council in care of the City Clerk at the above address with copies likewise so mailed to the City Manager and the City Attorney, respectively and also in care of the City Clerk at the same address. The provisions of this Section shall be deemed permissive only and shall not detract from the validity of any notice given in a manner which would be legally effective in the absence of this Section.

22.13 Captions. The captions of the paragraphs and subparagraphs of this Development Agreement are for convenience and reference only and shall in no way define, explain, modify, construe, limit, amplify or aid in the interpretation, construction or meaning of any of the provisions of this Development Agreement.
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22.14 Consent. Any consent required by the Parties in carrying out the terms of this Development Agreement shall not unreasonably be withheld, conditioned or delayed.

22.15 Further Actions and Instruments. Each of the Parties shall cooperate with and reasonably provide to the other to the extent contemplated hereunder in the performance of all obligations under this Development Agreement and the satisfaction of the conditions of this Development Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Development Agreement to carry out the intent and to fulfill the provisions of this Development Agreement or to evidence or consummate the transactions contemplated by this Development Agreement.

22.16 Subsequent Amendment to Authorizing Statute. This Development Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute in effect as of the Development Agreement Date. Accordingly, to the extent that subsequent amendments to the California Government Code would affect the provisions of this Development Agreement, such amendments shall not be applicable to this Development Agreement unless necessary for this Development Agreement to be enforceable or unless this Development Agreement is modified pursuant to the provisions set forth in this Development Agreement and California Government Code Section 65868 as in effect on the Development Agreement Date.

22.17 Governing Law. This Development Agreement, including, without limitation, its existence, validity, construction and operation, and the rights of each of the Parties shall be determined in accordance with the laws of the State of California.

22.18 Effect on Title. Developer and City agree that this Development Agreement shall not continue as an encumbrance against any portion of the Property as to which this Development Agreement has terminated.

22.19 Mortgagee Protection. A breach of this Development Agreement by the Developer shall not defeat, render invalid, diminish, or impair the lien of Mortgagees having a mortgage on any portion of the Property made in good faith and for value, unless otherwise required by law.

No Mortgagee shall have an obligation or duty under this Development Agreement to perform Developer’s obligations, or to guarantee such performance of the Developer prior to any foreclosure by such Mortgage of its security interest in the Property or its acceptance of a deed in lieu thereof.

22.20 Notice of Default to Mortgagee, Right of Mortgagee to Cure. If the City Clerk timely receives notice from a Mortgagee or party to any LIHTC Financing Document referencing this Section 22.20 of the Development Agreement and referencing a copy of any notice of default given to Developer under the terms of this Development Agreement, City shall provide a copy of that notice to the Mortgagee or party to any LIHTC Financing Document within ten (10) days of sending the notice of default to Developer. Each such Mortgagee or party to any LIHTC Financing Document shall have the right, but not the obligation, for a period up to ninety (90) days after the receipt of such notice from City to cure or remedy, or to commence to cure or remedy the default unless a further extension of time to cure is granted in writing by City. If the default is of a nature 55733.00004\34276963.2
40 Prima Development - Amended & Restated Development Agreement 10-5-21 which can only be remedied or cured by such Mortgagee or party to any LIHTC Financing Document upon obtaining possession of the Property, such person shall seek to obtain possession of the Property, or portion thereof with diligence and continually through foreclosure, appointment of a receiver or otherwise, and shall thereafter remedy or cure the default or noncompliance within thirty (30) days after obtaining possession of the Property. If any such default or noncompliance cannot, with diligence, be remedied or cured within such thirty (30) day period, then such Mortgagee or party to any LIHTC Financing Document shall have such additional time as may be reasonably necessary to remedy or cure such default or non-compliance if such Mortgagee or party to any LIHTC Financing Document commences cure during such thirty (30) day period, and thereafter diligently pursues and completes such cure.

22.21 Bankruptcy. Notwithstanding the foregoing provisions of Section 22.20 of this Development Agreement, if any Mortgagee or party to any LIHTC Financing Document is prohibited from commencing or pursues and prosecuting foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving City, the times specified in Section 22.20 for commencing or prosecuting foreclosure or other proceedings following notice by the City shall be extended for the period of the prohibition.

22.22 Disaffirmance.

22.22.1 New Development Agreement upon Most Senior Mortgagee’s Request. City agrees that in the event of termination of this Development Agreement by reason of any default by the Developer, or by reason of the disaffirmance hereof by a receiver, liquidator or trustee for Developer or its property, City, if requested by any Mortgagee or party to any LIHTC Financing Document, shall enter into a new Development Agreement for the Project with the most senior Mortgagee requesting such new agreement, for the remainder of the Term, effective as of the date of such termination, upon the terms, provisions, covenants and agreements as herein contained to the extent and subject to the law then in effect, and subject to the rights, if any, of any parties then in possession of any part of the Property, provided:
(a) The Mortgagee or party to any LIHTC Financing Document shall make written request upon City for the new Development Agreement for the Project within thirty (30) days after the date of termination;
(b) The Mortgagee or party to any LIHTC Financing Document, as applicable, shall pay to City at the time of the execution and delivery of the new Development Agreement for the Project expenses, including reasonable attorneys’ fees, to which City shall have been subjected by reason of Developer’s default; and
(c) The Mortgagee or party to any LIHTC Financing Document, as applicable, shall perform and observe all covenants herein contained on Developer’s part to be performed, and shall further remedy any other conditions which Developer under the terminated agreement was obligated to perform under its terms, to the extent the same are curable or may be performed by the Mortgagee or party to any LIHTC Financing Document, as applicable. 55733.00004\34276963.2
41 Prima Development - Amended & Restated Development Agreement 10-5-21

22.22.2 New Development Agreement Not Required. Nothing herein contained shall require any Mortgagee or party to any LIHTC Financing Document to enter into a new Development Agreement pursuant to Section 22.22.1 of this Development Agreement, nor to cure any default of Developer referred to above.

22.23 No Third-Party Beneficiaries. This Development Agreement and all provisions hereof is made and entered into for the sole protection and benefit of City, Developer and their successors and assigns. No other person shall have right of action based upon any provision in this Development Agreement.

22.24 Jurisdiction and Venue. Any action at law or in equity arising under this Development Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Development Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

22.25 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Development Agreement. No partnership, joint venture or other association of any kind is formed by this Development Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the developer of such private property.

22.26 Restrictions. Developer shall place in any agreements to sell or convey any interest in the Property or any portion thereof, provisions making the terms of this Development Agreement binding on any successors in interest of Developer and express provision for Developer or City, acting separately or jointly, to enforce the provisions of this Development Agreement and to recover attorneys’ fees and costs for such enforcement.

22.27 Recitals. The recitals in this Development Agreement constitute part of this Development Agreement and each party shall be entitled to rely on the truth and accuracy of each recital as an inducement to enter into this Development Agreement.

22.27.1 Recording. The City Clerk shall cause a copy of this Development Agreement as executed in recordable form by the Parties in the Official Records of Los Angeles County following the Development Agreement Date concurrently upon the Developer’s acquisition of the Property form the City, provided however that the City Council shall not submit a copy of this Development Agreement for recordation in the event that the Developer may not acquire the Property from the City on or before January 1, 2023.

22.27.2 Entire Agreement. This Development Agreement, constitutes the entire agreement between the Parties with respect to the subject matter of this Development Agreement, and this Development Agreement supersedes all previous negotiations, discussions and agreements between the Parties, and no parole evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof.
55733.00004\34276963.2
42 Prima Development - Amended & Restated Development Agreement 10-5-21

22.27.3 Successors and Assigns. The burdens of the Development Agreement shall be binding upon, and the benefits of the Development Agreement inure to all successors in interest and assigns of the Parties to the Development Agreement.

22.27.4 Bindings Covenants. Upon the recordation of this Development Agreement, the provisions of this Development Agreement to the extent permitted by law shall constitute covenants which shall run with the Property for the benefit thereof, and the benefit of the Property and the Developer and the City and the community generally, and this Development Agreement shall bind and inure to the benefit of the Parties and all successors in interest to the Parties hereto.

22.27.5 Exhibits. All exhibits, including attachments thereto, are incorporated in this Development Agreement in their entirety by this reference.

22.27.6 Survival of Certain Obligations and Provisions Upon Termination of Development Agreement. The indemnification obligations of the Parties which may arise prior to the termination of this Agreement shall survive the termination of this Development Agreement, and the following instruments and provisions of this Development Agreement shall also survive the termination of this Development Agreement:
(i) the effect of the Senior Citizen Occupancy and Density Bonus Agreement following its recordation;
(ii) the effect of the Senior Citizen Housing Regulatory Agreement following its recordation;
(iii) the effect of the Public Improvement Installation Agreement following its recordation;
(iv) the effect of the CC&Rs with respect to the Project as provided in Section

3.6;
(v) the right of the City as provided in Section 18, to review and confirm that the public benefits referenced in Section 7.2.3 and Section 7.2.4 remain available to the community from the Project.
[SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, City and Developer have executed this Development Agreement as of the date of the signature of the City, below. "CITY"
CITY OF CUDAHY, a California municipal
corporation
CityM
Assistant Cit
APPROVED AS TO FORM:
11¢6 &
Victor Ponto
City Attorney
43 "DEVELOPER"
PRIMA DEVELOPMENT, a California
nonprofit public benefit corporation
Fernando Vasquez
President/CEO
Prima Development - Amended & Restated Development Agreement I 0-5-21 55733.00004\34276963.2
55733.00004\34276963.2

EXHIBIT A

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
APN: 6224-019-901

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

THE EASTERLY 70 FEET OF LOT 6, BLOCK P, OF TRACT NO. 349, IN THE CITY OF

CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

THE WESTERLY 128 FEET OF LOTS 1 AND 2 IN BLOCK P, OF TRACT NO. 349, IN THE CITY

OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Commonly known as: 4610 Santa Ana Street, Cudahy, CA 90201 55733.00004\34276963.2
EXHIBIT B-1
EXHIBIT B-1

SENIOR CITIZEN COVENANT AND DENSITY BONUS AGREEMENT
55733.00004\34276963.2
[Editor’s note: the draft text of this Senior Citizen occupancy Covenant and Density Bonus Agreement is subject to certain conforming edits prior to its recordation in coordination with the LIHTC Financing Documents as set forth in the Development Agreement.] 2021

CITY OF CUDAHY

SENIOR CITIZEN OCCUPANCY COVENANT AND

HOUSING DENSITY BONUS AGREEMENT
(City of Cudahy: Site 3)
This 2021 SENIOR CITIZEN OCCUPANCY COVENANT AND HOUSING DENSITY BONUS AGREEMENT (the “Agreement”), is dated as of October 5, 2021, and is entered into by and between the CITY OF CUDAHY, a California municipal corporation (the “City”) and PRIMA DEVELOPMENT, a California nonprofit public benefit corporation and its successors and assigns (the “Developer”). The capitalized term “Parties” shall be a collective reference to both City and Developer. The capitalized term “Party” shall refer to either City or Developer interchangeably as appropriate.

RECITALS
WHEREAS, Developer has obtained the “Development Approvals” as this term is defined in the Development Agreement dated as of October 20, 2020, by and between the Developer and the City for the improvement and construction of a complete mixed-use development (the “Project”) on the lands described in Exhibit “A” attached hereto (the “Senior Housing Project Property”); and
WHEREAS, the Project as shall be undertaken by the Developer in accordance with Development Agreement and the provisions of this Agreement; and WHEREAS, the Project is more particularly described in the Development Agreement and consists of two primary elements more particularly defined herein below as: (i) the “Senior Housing Project”; and (ii) the “Healthcare Office Project”; and

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL
TO:

City of Cudahy
c/o City Clerk
5220 Santa Ana Street
Cudahy, CA 90201
Attn: City Manager
(Space Above Line For Use By Recorder)
This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 6103 27383
55733.00004\34276963.2
2 WHEREAS, in the Developer offered to undertake the development and operation of the Project subject to the City’s approval of the Development Agreement and the Developer’s plan of improvement of the Project including the Developer’s commitment that all of the residential dwelling units in the Senior Citizen Housing Project element of the Project shall be reserved as affordable rental units for occupancy by qualifying senior citizen households as authorized by California Government Code Section 65915 et seq., and City of Cudahy Municipal Code Chapter

20.52 (collectively, the “Density Bonus Law”); and
WHEREAS, pursuant to the application of the Density Bonus Law to the Senior Citizen Housing Project, and subject to the satisfaction of the covenants of the Developer as provided in the Development Agreement and this Agreement, the Developer may construct up to one hundred seventy-nine (179) rental dwelling units on the Senior Citizen Housing Project Property (subject to “Minor Modifications” as this term is described in the Development Agreement); provided however that all such rental dwelling units in the Senior Housing Project shall be reserved as affordable rental units for occupancy by Eligible Senior Citizen Households as provided herein below except for an on-site manager dwelling unit.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND

COVENANTS CONTAINED HEREIN, THE CITY AND DEVELOPER AGREE AS FOLLOWS:
- PART ONE -
SECTION 1.1. Recitals. The Recitals above are true and correct and incorporated herein by reference.

SECTION 1.2. Purpose of Agreement. The purpose of this Agreement is to evidence the City’s acceptance of the offer of Developer to provide up to one hundred seventy-nine (179) Dwelling Units on the Senior Citizen Housing Project Property (subject to Minor Modifications) for use and occupancy by Eligible Senior Citizen Households as part of the Project during the Term hereof. In the absence of the recordation of this Agreement, the Cudahy Municipal Code permits the development and occupancy of a maximum of fifty-four (54) dwelling units on the lands on which the Project shall be developed, including the Senior Citizen Housing Project Property. Pursuant to the Density Bonus Law and the covenant of Developer to undertake and operate the Senior Housing Project in accordance with the Development Agreement, the total number of Dwelling Units as shall be constructed on the Property by Developer may exceed the fifty-four (54) dwelling unit base up to the maximum number of Dwelling Units authorized by the Development Agreement (e.g., up to 179 dwelling units subject to Minor Modification).

SECTION 1.3. In addition to the definition of certain terms and phrases as set forth in the Recital paragraphs of this Agreement and elsewhere in this Agreement, the following terms and phrases shall have the meaning as set forth below:

1.3.1 Adjusted for family size. Adjusted for family size shall have the same meaning as set forth at Health and Safety Code Section 50052.5. 55733.00004\34276963.2
3 1.3.2 Affordability Period. Affordability Period means the fifty five (55) year period of time when the Dwelling Units shall remain affordable to Eligible Senior Citizen Households, from and after the date of recordation of an instrument entitled “Senior Citizen Housing Regulatory Agreement and Declaration of Restrictive Covenants, dated as of October 5, 2021, by and between the Developer and the City as recorded concurrently herewith.

1.3.3 Affordable Rent. Affordable Rent means the maximum monthly rent that may be charged and paid by an Eligible Senior Citizen Household for occupancy of a Dwelling Unit as annually determined in accordance with Health and Safety Code Section 50053(b) and implementing regulations promulgated by the State of California and/or Los Angeles County, as applicable.

1.3.4 Area Median Income. Area Median Income means the adjusted area median income of a geographic area of the state, as annually estimated by the United States Department of Housing and Urban Development (“HUD”), pursuant to Section 8 of the United States Housing Act of 1937 published for each county in California by the State Department of Housing and Community Development (the “State HCD”) pursuant to Health and Safety Code Section 50093. For purposes of this Agreement, the Area Median Income shall be for Los Angeles County, California.

1.3.5 Dwelling Units. Dwelling Units means each of the rental dwelling units reserved for occupancy by Eligible Senior Citizen Households on the Senior Citizen Housing Project Property.

1.3.6 Effective Date. Effective Date means and refers to the date on which each of the following conditions has been satisfied:
(i) the Development Agreement is in full force and effect and shall be recorded against the Senior Citizen Housing Project Property concurrently with this Agreement and the Senior Citizen Housing Regulatory Agreement; and
(ii) this Agreement has been executed by the Developer in recordable form; and
(iii) this Agreement has been executed by the City in recordable form; and
(iv) this Agreement has been approved by each lender or beneficiary who may then claim a mortgage security interest in the Senior Citizen Housing Project Property at the time of recordation of this Agreement under any “LIHTC Financing Document” as this term is defined in the Development Agreement; and
55733.00004\34276963.2
4 (v) the Developer has acquired the Senior Citizen Housing Project Property from the City; and
(vi) this Agreement has been filed for recordation by the City with the Office of Records of Los Angeles County.

1.3.7 Eligible Senior Citizen Household. Eligible Senior Citizen Household means and refers to a Senior Citizen Household whose income does not exceed the qualifying limits for a Very Low Income Household.

1.3.8 Healthcare Office Project. Healthcare Office Project means and refers to the community medical services office, senior citizen day care service office and related commercial office mixed-use development element of the Project as more particularly described in the Development Agreement.

1.3.9 Senior Citizen. Senior Citizen means and refers to any person who is at least sixty-two (62) years of age at the time of such person’s initial occupancy of a Dwelling Unit as part of a Senior Citizen Household.

1.3.10 Senior Citizen Household. Senior Citizen Household means and refers to the persons who are eligible to occupy a Dwelling Unit as either a Senior Citizen, or a “qualified permanent resident,” as this term is defined in Civil Code Section 51.3(b)(2) and (3), or a “cohabitant,” as this term is defined in Civil Code Section 51.3(b)(6) with a Senior Citizen. Collectively, these persons who reside in a Dwelling Unit in the Senior Citizen Housing Project and referred to as a Senior Citizen Household.

1.3.11 Senior Citizen Housing Project. Senior Citizen Housing Project means and refers to the affordable rental housing development reserved for occupancy by Eligible Senior Citizen Households. The Senior Citizen Housing Project element of the Project as more particularly described in the Development Agreement.

1.3.12 Successor Agency. Successor Agency means and refers to the City of Cudahy as Successor Agency to the former Cudahy Community Development Commission.

1.3.13 Term. Term means the period of time when this Agreement is in effect, which shall be concurrent with the Affordability Period.

1.3.14 Very Low Income Household. Very Low Income Household has the same meaning as set forth in California Health and Safety Code Section 50105 and the Very Low Income Household includes extremely low income households, as defined in California Health and Safety Code Section 50106. 55733.00004\34276963.2
5 1.3.15 Families of Low or Moderate Income. Families of Low or Moderate Income has the same meaning as set forth in California Health and Safety Code Section 50093, including very low income families, extremely low income families and lower income families.

SECTION 1.4. Successor Agency. The Successor Agency is not a Party to this Agreement.

SECTION 1.5. Owner of the Healthcare Office Project. The owner or master lessee of the property interest on which the Healthcare Office Project element of the Project shall be constructed, improved and operated, is not a Party to this Agreement provided however, that such owner or master lessee expressly consents to the provisions of Section 5.16 as evidenced by the signature of its authorized principal which appears on page 11 of this Agreement.

SECTION 1.6. Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project including the Senior Citizen Housing Project element of the Project and the Healthcare Office Project element of the Project, is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants, and conditions contained in this Agreement. No partnership, joint venture or other association of any kind among Developer or the owner of the Healthcare Office Project element of the Project or the City is formed by this Agreement. The relationship between City and Developer which arises under this Agreement is that of a government entity regulating the development of private property under the terms of the Development Agreement in the case of the City and the Owner of the Senior Citizen Housing Project element of the Project in the case of Developer.
- PART TWO -
The approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Senior Citizen Housing Project is based upon Developer’s offer to the City as accepted by the City under the Development Agreement that all of the Dwelling Units in the Senior Housing Project shall be reserved for occupancy by Eligible Senior Citizen Households.

This Agreement shall have priority over any and all mortgages, deed of trust, and other similar forms of secured financing recorded against the Senior Citizen Housing Project Property or any portion thereof (e.g., any of the LIHTC Financing Documents), and Developer expressly understands and acknowledges that the provision of PART THREE and PART FOUR shall not be subordinate to any such mortgage, deed of trust, or other similar forms of financing secured by the Senior Citizen Housing Project Property.
- PART THREE -
From and after the date of recordation of this Agreement, and except during the construction of the Senior Citizen Housing Project, Developer hereby agrees to reserve and restrict the Senior Housing Project Property for improvement, use and residential occupancy, by persons and family who at the time of initial occupancy of each Dwelling Unit, satisfy the requirements of an Eligible Senior Citizen Household. Nothing in the preceding sentence shall be deemed to 55733.00004\34276963.2
6 prohibit Developer from reserving one of the Dwelling Units for occupancy by an on-site residential management employee of Developer or a property management company under contract with Developer and the household of such on-site residential management employee need not qualify as an Eligible Senior Citizen Household or as a Senior Citizen Household. - PART FOUR -
SECTION 4.1. Grant of Density Bonus. Subject to the terms of this Agreement, upon the recordation of this Agreement against the Senior Citizen Housing Project Property, the City hereby allocates and grants a density bonus of up to one hundred twenty-five (125) rental dwelling units (subject to Minor Modifications under the Development Agreement) for the development of the Senior Citizen Housing Project on the Senior Citizen Housing Project Property in accordance with the Development Agreement.

SECTION 4.2. Senior Citizen Housing Project Facilities. Each of the Dwelling Units in the Senior Citizen Housing Project shall contain facilities adequate for living, sleeping, eating, cooking, and sanitation, in accordance with all applicable federal, state, and local laws, regulations, and codes. The development and maintenance of the Dwelling Units shall comply with the City building code and all other applicable local codes, development standards, ordinances, and zoning ordinances in effect.

SECTION 4.3. Operation of Dwelling Units. Developer hereby agrees to make available, restrict occupancy to, and rent each of the Dwelling Units in the Senior Citizen Housing Project to Eligible Senior Citizen Households at an Affordable Rent. Up to two (2) Dwelling Units in the Senior Housing Project shall be reserved for on-site manager and/or staff members and shall not be deemed to be a Dwelling Unit which must otherwise be occupied by an Eligible Senior Household.

SECTION 4.4. Use of the Senior Citizen Housing Project. All the uses conducted at the Senior Citizen Housing Project Property, including, without limitation, all activities undertaken by the Developer as part of the Project pursuant to this Agreement shall conform to all applicable provisions of the Cudahy Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Senior Citizen Housing Project shall, at all times during the Term of this Agreement, be used as an affordable Senior Citizen Household rental complex and none of the Dwelling Units in the Senior Citizen Housing Project shall, at any time, be utilized on a transient basis, nor shall the Senior Citizen Housing Project Property, or any portion thereof, be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to residential condominium ownership. All of the community facilities and any social programs provided to the residents of the Senior Citizen Housing Project shall be available at all times on an equal, non-discriminatory basis to residents of all Dwelling Units at the Senior Citizen Housing Project.

SECTION 4.5. Senior Citizen Housing Project Regulatory Agreement. Concurrently upon the recordation of this Agreement, Developer and the City have caused to be recorded against the Senior Citizen Housing Project Property an instrument entitled “Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants,” dated as of October 5, 2021 (the “Regulatory Agreement”). In the event of any conflict or inconsistency between the 55733.00004\34276963.2
7 provisions of this Agreement and the Regulatory Agreement, the more restrictive conflicting or inconsistent provision of the two (2) instruments shall apply. - PART FIVE -
SECTION 5.1. Covenants Run with the Land. The Senior Citizen Housing Project Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Senior Citizen Housing Project Property and shall be binding upon Developer and all persons having any right, title or interest in the Senior Citizen Housing Project Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successor and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successor and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, in whose favor and for and whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and the Developer’s interest in the Senior Citizen Housing Project Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Senior Citizen Housing Project Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City.

SECTION 5.2. No Impairment of Lien. No violation or breach of this Agreement shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust, or other financing or security instrument, or any part thereof or interest therein which affect the Senior Citizen Housing Project Property.

SECTION 5.3. Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

DEVELOPER: CITY:

Prima Development
12401 Woodruff Ave., Suite 10
Downey, CA 90421
Attn: Fernando Vasquez, President
Phone: (562) 261-7601
Fax: (562) 478-4580
City of Cudahy
Community Development/Planning
5220 Santa Ana Street
Cudahy, CA 90201
55733.00004\34276963.2
8 With copy to:

Noel Tapia
Alvarez-Glasman & Colvin
13181 Crossroads Parkway North
Suite 400 West Tower
City of Industry, CA 91746
Attn: Community
Development/Planning Director
Phone: (323) 773-5143 ext. 242
With copy to:

City Manager
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
SECTION 5.4. Default. Failure or delay by any Party to perform any term or provision of this Agreement which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein) constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing each cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. City hereby agrees to accept any cure offered by any limited partner of or lender to Developer on the same basis as if such cure were offered by Developer.

SECTION 5.5. Rights and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

SECTION 5.6. Indemnification. In addition to any indemnity specifically provided under any other agreements between the Parties including without limitation, the Development Agreement, Developer agrees to defend (with counsel of City’s choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City’s and Developer’s consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, “Indemnitees”) from and against any loss, liability, claim, or judgement arising from any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the gross negligence of misconduct of Indemnitees.

SECTION 5.7. Representation and Warranties Of Developer.

The Developer represents and warrants for the benefit and reliance for the City as follows:
(i) the Developer is a California nonprofit public benefit corporation duly organized and validly existing under the laws of the State of California and 55733.00004\34276963.2
9 is authorized to conduct business in California and is authorized to carry on its business as new being conducted and as contemplated in this Agreement; (ii) the Developer has the power and authority to enter into this Agreement and has taken all action necessary to cause this Agreement to be executed and delivered and this Agreement has been duly and validly executed and delivered by the Developer to the City as of the Effective Date; (iii) as of the Effective Date, this Agreement shall be a legal, valid and binding obligation of the Developer, enforceable against the Developer and its successors and assigns in interest in the Property, and each portion thereof, in accordance with its terms, subject to bankruptcy and other equitable principles.

SECTION 5.8. Time of The Essence. Time is expressly made of the essence with respect to the performance by City and Developer of each and every obligation and condition of this Agreement.

SECTION 5.9. Attorneys’ Fees. In addition to any other remedies provided herein or available under applicable laws, if either Party to this Agreement commences an action against the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be entitled to recover from the losing Party its costs of suit, including, but not limited to, its reasonable attorneys’ fees, expert witness fees, and costs of investigation.

SECTION 5.10. Legal Advice. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or having knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and they have freely signed this Agreement without any reliance upon any agreement, promise, statement, or representation by or on behalf of the other Party, or in their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.

SECTION 5.11. Amendment. No amendment, modification or supplement of this Agreement shall be valid or binding unless it is in writing and such writing has been executed and signed by both Parties, subject to City approval. The requirement for written amendment, modification or supplement of this Agreement cannot be waived and any attempted waiver shall be void and invalid.

SECTION 5.12. Estoppel Certificate. Either Party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the current, actual knowledge of the certifying party, (a) this Agreement is in full force and effect and a binding obligation of the parties, (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications and (c) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, to describe therein the nature and extent of any such defaults. Failure to provide such certificate, or 55733.00004\34276963.2
10 provide written explanation of why it will not do so within thirty (30) days, may, at the option of the requesting party, be deemed a default hereunder.

SECTION 5.13. Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

SECTION 5.14. Integration. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, except as otherwise provided. All prior contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering into this Agreement based solely upon the representations set forth herein and upon each Party’s own independent investigation of any and all facts such Party deems material. This Agreement constituted the entire understanding and agreement of the Parties, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof.

SECTION 5.15. Further Actions and Instructions. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.

SECTION 5.16. Acknowledgement of Owner or Master Lessee of Healthcare Office Project Element of the Project. The entity whose principal has signed the “CONSENT” at page 11 of this Agreement hereby acknowledges and agrees that no amendment or modification of the lot line adjustment for the Project may be in conflict or purport to invalidate any of the provisions of PART TWO or PART THREE or PART FOUR of this Agreement and that such entity shall own, use and operate the interest as described in Exhibit B attached hereto, subject to the acknowledgment set forth in this Section 5.16.

SECTION 5.17. Counterparts. This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. One (1) fully executed original counterpart shall be delivered to Developer and the remaining two (2) original counterparts shall be retained by the City.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as evidenced by the signatures of the authorized officers of each of them.

CITY
City of Cudahy, a municipal
corporation
Alfi
City
Date: I I -llo-2D21.

APPROVED AS TO FORM:
;
Victor Ponto
City Attorney

DEVELOPER
Prima Development, a nonprofit public
=·~
Fernando Vasquez
President/CEO
Date:_\0....;.._ / __,, ~ /----"- ~ -'-'-- \ __ _

ACKNOWLEDGEMENT OF OWNER OF HEALTHCARE OFFICE ELEMENT OF THE PROJECT TO SECTION 5.16 OF THIS AGREEMENT
By ' ~
11 5573 3. 00004 \34276963 .2
55733.00004\34276963.2
EXHIBIT B-2
EXHIBIT B-2

SENIOR CITIZEN HOUSING PROJECT REGULATORY AGREEMENT
55733.00004\34276963.2
1 [Editor’s note: the draft text of this Regulatory Agreement is subject to certain conforming edits prior to its recordation in coordination with the LIHTC Financing Documents as set forth in the Development Agreement.]

CITY OF CUDAHY

SENIOR CITIZEN HOUSING PROJECT REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
(Prima Development: Site 3)
This Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”) is made and entered into as of October 5, 2021, by and between the Prima Development, a California non-profit corporation (the “Developer”) and the City of Cudahy, a municipal corporation (the “City”), and is entered into in light of the facts set forth in the following recital paragraphs.

RECITALS
A. Developer submitted an application to the City, dated September 16, 2020 (the “Development Project Application”) for the approval of the construction of a complete mixed-use development (the “Project”) on the lands described in Exhibit “A” attached hereto (the “Senior Housing Project Property”).

B. The Project as shall be undertaken by Developer in accordance with the Development Project application and that certain agreement by and between Developer and the City entitled “Development Agreement,” dated as of October 20, 2020, (the “Development Agreement”) and the provisions of this Agreement.

C. The Project consists of two primary elements more particularly defined herein below as: (i) the “Senior Citizen Housing Project”; and (ii) the “Healthcare Office Project.” D. In the Development Project Application, Developer offers to undertake the development and operation of the Project subject to the City’s approval of the Development Agreement, and Developer’s plan of improvement of the Project and Developer’s outside financing commitment will result in all of the residential dwelling units in the Senior Citizen Housing Project element of the Project being reserved for occupancy by very low income senior citizen households as authorized by California Government Code Section 65915 et seq..

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Cudahy
5220 Santa Ana Street
Cudahy, California 90201
Attn: City Manager
(Space Above Line For Use By Recorder)
No fee for recording pursuant to
Government Code Section 27383
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2 Notwithstanding the foregoing, this City Regulatory Agreement shall only restrict 86 of the 177 units as affordable to very low income households.

E. Pursuant to the application of the Density Bonus Law to the Property and the Senior Citizen Housing Project, and subject to the satisfaction of the covenants of the Developer as provided in the Development Agreement and this Agreement, the Developer may construct up to one hundred seventy-seven (177) rental dwelling units on the Senior Citizen Housing Project Property (subject to “Minor Modifications” as this term is described in the Development Agreement).

THEREFORE, THE DEVELOPER AND THE CITY HEREBY AGREE FOR

THEMSELVES AND THEIR SUCCESSOR AND ASSIGNS AND EACH OF THEM AS FOLLOWS:

ARTICLE 1

DEFINITIONS AND AFFECT OF AGREEMENT ON OTHER SENIOR CITIZEN HOUSING

PROJECT DOCUMENTS

1.1 Definitions.

When used in this Regulatory Agreement, the following terms shall have the respective meanings assigned to them in this Article 1.
• 50% Household. An individual or household that has a household income equal to or less than fifty percent (50%) of then current AMI adjusted for household size, as published by TCAC annually.
• “Adjusted for family size” shall have the same meaning as set forth at Health and Safety Code Section 50052.
• “Affordable Rent” shall have the same meaning as set forth at Health and Safety Code Section 50053(b).
• “Certification Notice” means the document to be recorded by the Developer upon issuance of the final certificate of occupancy by the City upon the completion of the work of improvement of the Senior Housing Project on the Senior Housing Project Property, which recites the date of issuance of the final certificate of occupancy for the purposes of determining the end of the Term of this Regulatory Agreement.
• “City” means the City of Cudahy, California.
• “Developer” means Prima Development, a California nonprofit public benefit corporation and its authorized representatives, assigns, transferees, or successors in interest thereto.
• “Dwelling Unit” means one of the eighty-six (86) rental dwelling units included in the Senior Citizen Housing Project, excluding the (1) manager’s units, regulated by this Agreement.
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3 • “Eligible Senior Citizen Household” means and refers to the tenants who reside in a Dwelling Unit in the Senior Housing Project whose income at the time of initial occupancy by such an Eligible Senior Citizen Household of a Dwelling Unit does not exceed the maximum level of a very low income household, adjusted for family size. • “LIHTC Financing Documents” has the same meaning as set forth in the Development Agreement, Section 1.20.
• “Rent” means the total of monthly payments by the Eligible Senior Citizen Household of a Dwelling Unit for the following: use and occupancy of the Dwelling Unit and land and associated facilities, including parking; any separately charged fees or service charges assessed by the Developer which are required of all Senior Citizen Households, other than security deposits; an allowance for the cost of an adequate level of service for utilities paid by the Senior Citizen Household, but not electricity for the Dwelling Unit, telephone service or cable television and communication; and any other interest, taxes, fees or charges for use of the land or associated facilities as assessed by a public or private entity other than the Developer and paid by the Senior Citizen Household.
• “Senior Citizen Housing Project” means the senior citizen affordable rental housing development to be constructed by the Developer on the Senior Citizen Housing Project Property as described in the Development Agreement.
• “Senior Housing Project Property” has the meaning set forth in the Recitals. The Senior Housing Project Property is more particularly described in Exhibit “A.” • “TCAC” means the California Tax Credit Allocation Committee. • “TCAC Rent” means the maximum rent set by TCAC for a particular Dwelling Unit in the Senior Citizen Housing Project depending on the applicable bedroom size of such Dwelling Unit.
• “Tenant” means a household legally occupying a Dwelling Unit. • “Term” means the term of this Regulatory Agreement which commences as of the date recordation of this Agreement affecting the Senior Citizen Housing Project Property and continues until fifty five (55) years following the date of recordation of the Certification Notice. • “Very low income household” means a Senior Citizen Household with an adjusted income level which is not more than as provided in Health and Safety Code Section 50105.

1.2 City Acknowledgment.

The City acknowledges that as of the date of recordation of this Regulatory Agreement, the Developer is in compliance with all relevant provisions of the Development Agreement and that the construction and improvement of the Senior Citizen Housing Project on the Senior Citizen Housing Project Property may be commenced by the Developer in accordance with the applicable plans and specifications of improvement, including without limitation the plans for the “Environmental Clean-up of the Property” as set forth in the Development Agreement, and that the City is not aware of any fact with respect to the Senior Citizen Housing Project or the Developer 55733.00004\34276963.2
4 that with the giving of written notice and the passage of time would give rise to a default under the Development Agreement or the instrument entitled “2020 City of Cudahy Senior Citizen Occupancy Covenant and Housing Density Bonus Agreement” by and between the Developer and the City as recorded concurrently herewith.

1.3 Developer Acknowledgment.

The Developer acknowledges that as of the date of recordation of this Regulatory Agreement, the City is in compliance with all relevant provisions of the Development Agreement and that the Developer is not aware of any fact with respect to the Senior Citizen Housing Project, the Senior Citizen Housing Project Property or the Development Agreement that with the giving of written notice and the passage of time would give rise to a default under the Development Agreement or the Density Bonus Agreement.

ARTICLE 2

AFFORDABILITY AND OCCUPANCY COVENANTS FOR DWELLING UNITS

2.1 Occupancy Requirements.
(a) The Developer covenants that each Dwelling Unit shall be occupied or available for occupancy by a Eligible Senior Household at an Affordable Rent on a continuous basis throughout the Term, in accordance with the following tenant income level mix:
i. Not less than eighty (80) one bedroom units shall be occupied or available for occupancy by Eligible Senior Households that are 50% Households
ii.

Not less than six (6) two bedroom units shall be occupied or available for occupancy by Eligible Senior Households that are 50% Households. (b) Pursuant to California Government Code Section 37364 eighty (80) percent of the Property shall be developed for housing. Not less than forty (40) percent of the total Dwelling Units shall be affordable to senior households whose income is equal to or less than seventy-five (75) percent of the maximum income for lower income households, and half of those 40% (20% of the total project) shall be affordable to very low income households. (c) Intermingling of Units. The Dwelling Units occupied by the different income categories of Eligible Senior Citizen Household shall be intermingled throughout the Senior Citizen Housing Project and each Dwelling Unit shall be of comparable quality to other Dwelling Units on the Senior Housing Project Property. Tenants in all Dwelling Units shall have equal access to and enjoyment of all common facilities in the Senior Citizen Housing Project.

2.2 Allowable Rent.
(a) Affordable Rent. During the Term, the rent paid by Eligible Senior Citizen Households shall not exceed the Affordable Rent for a Very Low Income Household, as set forth in Section 2.1.
(b) Initial Rent, Initial Rent Levels. Within sixty (60) days following the issuance by the City of the certificate of occupancy for the Senior Citizen Housing Project, the Developer shall deliver to the City the rent roll for the Senior Citizen Housing Project which indicates the amount of Rent payable by each Tenant. Such rent roll shall indicate which Dwelling 55733.00004\34276963.2
5 Units have initially been designated by the Developer for occupancy at the rent levels set forth in Section 2.1(a). The form of the rent roll for the Senior Citizen Housing Project shall include such other information as the City may request in order for the City to maintain compliance by the Developer of the affordable rent and Tenant occupancy covenants of this Regulatory Agreement during the Term hereof.
(c) No Additional Fees. During the Term the Developer shall not charge any fee, other than Rent, to any resident of any Dwelling Unit for occupancy of the particular Dwelling Unit.
(1) Rent Increases. Rent may not be increased for any Dwelling Unit more often than once every twelve (12) month. The Developer will provide each Eligible Senior Citizen Household with at least sixty (60) days written notice of any increase in Rent applicable to such Tenant.
(2) Increased Income Above Very Low Income Household But Below Lower Income Household Rent Limits. Subject to Section 2.3, in the event that, upon recertification of the income of an Eligible Senior Citizen Household, the Developer determines that the Eligible Senior Citizen Household no longer qualifies as a very low income household or an extremely low income household, but does qualify as a lower income household (as this term is defined at Health and Safety Code Section 50079.5), such Tenant may continue to occupy the Dwelling Unit and the Tenant’s Rent shall remain at the then applicable Affordable Rent Level.

The Developer shall then rent the next available Dwelling Unit to an Eligible Senior Citizen Household which is also a very low income household, at a Rent not exceeding the maximum Rent specified in Section 2.2(a) or re-designate another Dwelling Unit in the Senior Citizen Housing Project with a very low income household, as applicable. (3) Termination of Occupancy. Upon termination of occupancy of a Dwelling Unit by a Tenant, such Dwelling Unit shall be deemed to have been continuously occupied by Senior Citizen Household of the same income level as the initial income level of the vacating Tenant, until such Dwelling Unit is reoccupied, at which time the income character of such Dwelling Unit will be redetermined to meet the occupancy requirements of the incoming new Tenant under Section 2.1(d).

2.3 Income and Rent Calculations.

In the event that TCAC or the State Department of Housing and Community Development no longer publishes the income and rent information that this Regulatory Agreement contemplates that TCAC and/or the State Department of Housing and Community Development, respectively shall apply in any LIHTC Financing Document, the City shall provide the Developer with other income and rent determination standards which are reasonably similar with respect to methods of calculation to those previously published by TCAC and/or the State Department of Housing and Community Development for very low income households, as applicable.

2.4 Disabled Persons Occupancy; Compliance with Accessibility Requirements. (a) The Senior Citizen Housing Project shall be operated at all times in compliance with the provisions of: (i) the Unruh Act; (ii) the California Fair Employment and Housing Act; (iii) Section 504 of the Rehabilitation Act of 1973 (29 U.S. C. 794)(‘Section 504”); 55733.00004\34276963.2
6 (iv) the United States Fair Housing Act, as amended; and (v) any other applicable law or regulation (including the American With Disabilities Act).
(b) The Developer shall design, construct and install the Senior Citizen Housing Project in compliance with the Development Agreement and all applicable federal and state disabled persons accessibility requirements, including, but not limited to, the Federal Fair Housing Act; Section 504 and its implementing regulations (24 CFR Part 8); Title II and/or title III of the American with Disabilities Act of 1990; and Title 24 of the California Code of Regulations. Prior to the recordation of the Certification Notice, the Developer shall provide the City with a certification from the Developer’s architect for the Senior Citizen Housing Project that to the best of such architect’s knowledge, the Senior Citizen Housing Project complies with all federal and state accessibility requirements applicable to the Senior Citizen Housing Project as required by Section 504.
(c) The Developer agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the City) the City, and its board members, officers and employees, from all suits, actions, claims, causes of action, costs, demands, judgments and liens arising out of the Developer’s failure to comply with applicable legal requirements related to housing for persons with disabilities who reside or seek to reside at the Project. The provisions of this subsection shall survive expiration of the Term or other termination of this Regulatory Agreement, and shall remain in full force and effect.

ARTICLE 3

TENANT INCOME CERTIFICATION AND REPORTING

3.1 Income Certification.
(a) The Developer will obtain, complete and maintain on file, immediately prior to initial occupancy of the Senior Citizen Housing Project, and annually thereafter, income certifications from each Tenant renting any of the Dwelling Units. The Developer shall make a good faith effort to verify that the income provided by an applicant or occupying household in an income certification is accurate by taking two or more of the following steps as a part of the verification process: (a) obtain a pay stub for the most recent pay period; (b) obtain an income tax return for the most recent tax year; (c) conduct a credit agency or similar search; (d) obtain an income verification form from the applicant’s current employer; (e) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies; or (f) if the applicant is unemployed and has no such tax return, obtain another form of independent verification.

Developer shall also complete and/or have the Tenants of each Dwelling Unit complete and sign the “Income Computation and Certification” and the “Owner’s Certification of Household Income and other forms related to Tenants’ Income provided to the Developer by the City each year during the Term or that provide income information that is sufficient to determine an applicant’s income as required under this Regulatory Agreement. Copies of Tenant income certifications shall be made available to the City for inspection and copying upon request.

3.2 Reporting Requirements.

Following completion of the improvement of the Senior Citizen Housing Project, as evidenced by the recordation of the Certification Notice, the Developer shall submit operational information to the City relating to the Senior Citizen Housing Project status reports for the first 55733.00004\34276963.2
7 two (2) years of operation of the Senior Citizen Housing Project no later than ninety (90) days after the end of the calendar year quarter in which the Certification Notice is recorded. Thereafter, the Developer shall submit to the City annual reports in a form approved by the City, no later than one hundred twenty (120) days after the end of the Senior Citizen Housing Project tax year. The reports shall contain such operation information as the City may require, including, but not limited to, the following:
(i) A statement of the fiscal condition of the Senior Citizen Housing Project, including a financial statement indicating surpluses or deficits in operating accounts for the period covered, a detailed itemized listing of income and expenses, and the amounts of any Senior Citizen Housing Project reserves. The report due after the end of each fiscal year shall contain an audited version of this statement. Such audit shall be prepared in accordance with the requirements of the City and certified at the Developer’s expense by an independent certified public accountant licensed by the State of California. For the purpose of providing such a statement of fiscal conditions to the City, the Developer shall also follow audit requirements of the Single Audit Act and OMB Circulars A-122 and 110 as set forth in 24 CFR Part 574.605 and other audit requirements of 24 CFR Part 574.650 and 24 CFR Part 92.506. (ii) An identification of the occurrence of any events giving rise to physical deficiencies in the Senior Citizen Housing Project, if any, including a description of any major repair or maintenance work undertaken in the reporting period. (iii) The occupancy of the Senior Citizen Housing Project indicating:

A. A listing of current Tenants’ names, income levels, rent charged and paid, move-in dates, and the race and ethnic groups of Tenants; B. The number of Tenants receiving services for each year; and C. General management performance, including Tenant relations and other relevant information.

Upon request of the City, the Developer shall furnish, within thirty (30) days, copies of all Tenant agreements for the Dwelling Units. Within thirty (30) days after receipt of a written request from the City, the Developer shall also submit any other information or completed forms requested by the City in order to comply with the reporting requirements of this Section 3.2, (provided, however, that the Developer shall in no event be obligated to provide any information that it cannot legally obtain as a housing provider), or TCAC or the State Department of Housing and Community Development, or any other government entity or lender to the Developer as applicable to the Senior Citizen Housing Project.

3.3 Additional Information.

The Developer shall provide any additional information reasonably requested by the City as relates to the construction and operation of the Senior Citizen Housing Project by the Developer.

The City shall have the right to examine and make copies of all books, records or other documents of the Developer which pertain to the Senior Citizen Housing Project.

3.4 Records.
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8 The Developer shall maintain complete, accurate and current records pertaining to the Senior Citizen Housing Project, and shall permit any duly authorized representative of the City to inspect Developer records for the Senior Citizen Housing Project, including records pertaining to income and household size of Tenants. All Tenant lists, applications and waiting lists relating to the Senior Citizen Housing Project shall at all times be kept separate and identifiable from any other business of the Developer and shall be maintained as required by the City, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the City. The Developer shall retain copies of all materials obtained or produced with respect to the occupancy of the Dwelling Units for a period of at least five (5) years.

3.5 On-site Health and Safety Inspection.

The City shall have the right to perform on-site health and safety inspections of the Senior Citizen Housing Project when deemed necessary by the City including any inspection described in 24 CFR Part 92.504(d), at least one (1) time per year upon reasonable prior notice to the Developer. The Developer agrees to cooperate in each such inspection.

ARTICLE 4

CONSTRUCTION, COMPLETION, AND OPERATION OF THE SENIOR CITIZEN

HOUSING PROJECT

4.1 Construction and Improvement of the Senior Citizen Housing Project.

Promptly following the acquisition of the Senior Citizen Housing Project from the City, the Developer shall diligently construct and improve the Senior Citizen Housing Project as provided in the Development Agreement.

4.2 Residential Use.

The Senior Citizen Housing Project shall be operated only for residential use by Senior Citizen Households. Each Dwelling Unit shall be occupied by an Eligible Senior Citizen Household as the principal place of residence of such tenant. No part of the Senior Citizen Housing Project shall be operated as transient housing.

4.3 Tenant Move-in to Senior Citizen Housing Project.

A major portion of the Senior Citizen Housing Project shall have been completed and Eligible Senior Citizen Household shall commence occupancy of the Dwelling Units by a date not later than the fourth (4th) anniversary following the recordation of this Regulatory Agreement.

4.4 Taxes and Assessments.

The Developer shall pay all real and personal property taxes, assessments and charges and all franchise, income, employment, old age benefit, withholding, sales, and other taxes assessed against it, or payable by it, at such times and in such manner as to prevent any penalty from accruing, or any line or charge from attaching to the Senior Citizen Housing Project Property; provided, however that the Developer shall have the right to contest in good faith, any such taxes, assessments, or charges. In the event the Developer exercises its right to contest any tax, assessment, or charge against it, the Developer, on final determination of the proceeding or contest, 55733.00004\34276963.2
9 shall immediately pay or discharge any decision or judgement rendered against it, together with all costs, charges and interest.

4.5 Property Tax Exemption.

The Developer shall not apply for a property tax exemption for the Senior Citizen Housing Project Property and the Senior Citizen Housing Project under any provision of law except California Revenue and Taxation Section 214(g), without the prior written consent of the City.

4.6 Notice of Operations.

The Developer shall promptly notify the City upon the discovery by the Developer that the rental income and other operating income of the Senior Citizen Housing Project contributed by third parties is insufficient to pay for annual operating expenses incurred by the Developer in connection with its operation of the Senior Citizen Housing Project.

4.7 Tenant Selection Plan.
(a) Developer shall be responsible for the selection of tenants for the Dwelling Units in compliance with lawful and reasonable criteria. Developer shall prepare and obtain City’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, of a program for marketing the Dwelling Units and the selection of tenants for the Dwelling Units (the “Marketing and Tenant Selection Program”). To the extent practicable and as permitted by applicable law and Senior Citizen Housing Project financing requirements, Developer’s Marketing and Tenant Selection program shall provide a reasonable preference in its tenant selection process to Eligible Senior Citizen Households who reside in the City at the time of submission of an application to rent a Dwelling Unit. The leasing of the Dwelling Units shall be marketed and tenants shall be selected in accordance with the approved Marketing and Tenant Selection Program, as the same may be amended from time to time with City’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. (b) The Developer shall not make material modifications to its Marketing and Tenant Selection Project after it has been initially approved by the City, which approval shall not be unreasonably withheld, conditioned or delayed.
(c) The initial Marketing and Tenant Selection Program shall be delivered to the City for its review and approval within one (1) year following the date of recordation of this Regulatory Agreement.

4.8 Social Services.

At all times during the Term, Developer shall provide activities and programs appropriate to the needs of the Tenants of the Senior Citizen Housing Project, with the selection of such activities and programs to be determined by Developer in consultation with the Tenants of the Senior Citizen Housing Project. If the provider of such activities and programs is someone other than Developer, the identity of the provider shall be reasonably approved by the City. If Developer proposes changing the identity of such a service provider at any time, Developer shall notify the City in writing of the identity of the proposed new provider, together with references and a description of the provider’s past experience in providing activities and programs to similar housing and residents, and City shall reasonably approve such provider. The approved provider 55733.00004\34276963.2
10 shall annually submit a plan of activities and programs for City’s review and reasonable approval, and shall also annually submit to the City a report of the prior year’s activities and programs, describing the number and type of activities and programs and the number of Tenants served by such activities and programs.

ARTICLE 5

INSURANCE, INDEMNITY, PROPERTY MANAGEMENT, MAINTENANCE AND

ASSIGNMENT

5.1 Management Responsibilities.

The Developer is responsible for all management functions with respect to the Senior Citizen Housing Project, including, without limitation management and administration of the construction, improvement and financing of the Senior Citizen Housing Project, as well as the selection of Tenants, certification and recertification of household size and income, eviction, collection of rents and deposits, maintenance, landscaping, routine and extraordinary repairs, replacement of capital items, and security. The City shall have no responsibility to manager or supervise of the construction and improvement of the Senior Citizen Housing Project or thereafter, no responsibility for the operation of the Senior Citizen Housing Project. The Developer shall retain a professional property management company approved by the City in its reasonable discretion to perform the on-site management duties of the Developer hereunder. A resident manager for the Senior Citizen Housing Project is required.

5.2 Indemnity of the Developer in Favor of the City.

Developer shall, at its expense, defend, indemnify, and hold harmless the City and its officers, agents, employees and representatives harmless from any and all losses, liabilities, claims, lawsuits, causes of action, judgments, settlements, court costs, attorneys’ fees, and other legal expenses, costs of evidence of title, costs of evidence of value, and other damages of whatsoever nature arising out of or in connection with, or relating in any manner to any act or omission of Developer or its agents, employees, contractors and subcontractors of any tier and employees thereof in connection with or arising from Developer’s performance or nonperformance of its obligations under this Regulatory Agreement, Developer’s ownership or operation of the Senior Citizen Housing Project, or the development of the Senior Citizen Housing Project, except for any such loss, liability, claim, lawsuit or other damage arising from the gross negligence or willful misconduct of the City or its officers, agents, employees or representatives.

5.3 Insurance of the Developer.

During the Term of this Regulatory Agreement, the Developer shall secure and continuously maintain insurance coverage in favor of the City its officials, officers, employees and agents in accordance with the terms as provided in Exhibit “B” attached hereto.

5.4 Management Agent.

The Senior Citizen Housing Project shall at all times be managed by an experienced management agent reasonably acceptable to the City (the “Management Agent”). The Management Agent shall have demonstrated qualifications to operate residential facilities similar to the Senior Citizen Housing Project in a manner that will provide decent, safe, and sanitary housing. The City hereby approves [to be identified prior to recordation], to serve the Developer 55733.00004\34276963.2
11 and the Senior Citizen Housing Project as the Management Agent. The Developer shall submit for the City’s approval the identity of any proposed substitute or replacement of the initial Management Agent not less than thirty (30) days prior to the commencement of operations of such proposed substitution or replacement Management Agent. The Developer shall also submit such additional information about the background, experience and financial condition of any proposed Management Agent as is reasonably necessary for the City to determine whether the proposed Management Agent meets the standard for a qualified Management Agent set forth above. If the proposed Management Agent meets the standard for a qualified Management Agent set forth above, the City shall approve the proposed Management Agent by notifying the Developer in writing. Unless the proposed Management Agent is disapproved by the City within thirty (30) days, which disapproval shall state with reasonable specificity the basis for disapprove, the substitute or replacement Management Agent as proposed by the Developer shall be deemed approved by the City.

5.5 Periodic Performance Review.

The City reserves the right to conduct an annual (or more frequently, if deemed necessary by the City) review of the management practices and financial status of the Senior Citizen Housing Project. The purpose of each periodic review will be to enable the City to determine if the Senior Citizen Housing Project is being operated and managed in accordance with the requirements and standards of this Regulatory Agreement. The Developer shall cooperate with the City during such reviews.

5.6 Replacement of Management Agent.

If as a result of a periodic review under Section 5.5, the City determines in its reasonable judgment that the Senior Citizen Housing Project is not being operated and managed in accordance with any of the material requirements and standards of the Development Agreement or this Regulatory Agreement, the City shall deliver notice to the Developer of its intention to cause replacement of the Management Agent, including the reasons therefor. Within fifteen (15) days after receipt by Developer of such written notice, City staff and the Developer shall meet in good faith to consider methods for improving the financial and operating status of the Senior Citizen Housing Project, including, without limitation, replacement of the Management Agent.

If, after such meeting, City staff recommends in writing the replacement of the Management Agent, Developer shall promptly dismiss the current Management Agent, and shall appoint as the Management Agent a person or entity meeting the standards for a management agent acceptable to the City as set forth in Section 5.4.

Any contract for the operation or management of the Senior Citizen Housing Project entered into by the Developer shall provide that the Management Agent may be dismissed and the contract terminated as set forth above. Failure by the Developer following notice from the City to remove or replace the Management Agent in accordance with the provisions of this Section shall constitute a default under this Regulatory Agreement, and the City may enforce this provision through legal proceedings as specified in Section 6.8 below.

5.7 Approval of Management Policies.
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12 The Developer shall submit its written management policies with respect to the Senior Citizen Housing Project to the City for its review, and shall amend such policies in any way necessary to ensure that such policies comply with the provisions of this Regulatory Agreement.

5.8 Maintenance of the Senior Citizen Housing Project. The Developer, for itself, its successors and assigns, hereby covenants and agrees that:
(1) The interior and exterior areas of the Senior Citizen Housing Project including all paving, walkways, landscaping, and ornamentation, shall be maintained in good repair, decent, safe and sanitary, and in accordance with the standard of maintenance of first class apartment units within Los Angeles County, California. In the event that at any time during the Term hereof, there is an occurrence of an adverse condition in any area in the Senior Citizen Housing Project in contravention of the general maintenance standard described above, (a “Maintenance Deficiency”) then the City shall notify the Developer in writing of the Maintenance Deficiency and give the Developer thirty (30) days from the date of such notice to cure the Maintenance Deficiency as identified in the notice. The words “Maintenance Deficiency” include without limitation the following inadequate or non-confirming property maintenance conditions and/or breaches of residential property use restriction:
• failure to properly maintain the windows, structural elements, and painted exterior surface areas of the Senior Citizen Housing Project in a clean and presentable manner;
• failure to keep the common areas of the Senior Citizen Housing Project free of accumulated debris, appliances, inoperable motor vehicles or motor vehicle parts, or free of storage of lumber, building materials or equipment not regularly in use on the property;
• failure to regularly maintain, replace and renew the landscaping in a reasonable condition free of weed and debris;
• parking of any tenant owned commercial motor vehicle in excess of 7,000 pounds gross weight anywhere on the Senior Citizen Housing Project; • the use of garage areas on the Senior Citizen Housing Project for purposes other than the parking of motor vehicles and the storage of personal possessions and mechanical equipment of persons residing in the Senior Citizen Housing Project.

In the event the Developer fails to cure or commence to cure the Maintenance Deficiency within the time allowed, the City may thereafter conduct a public hearing following transmittal of written notice thereof to the Developer ten (10) days prior to the scheduled date of such public hearing in order to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provision of this Section 5.8. If, upon the conclusion of a public hearing, the City makes a finding that a Maintenance Deficiency exists and that there appears to be noncompliance with the general maintenance standard, as described above, thereafter the City shall have the right to enter the Senior Citizen Housing Project and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at law or equity in order that the City may then accomplish the correction of the Maintenance Deficiency. Any sum expanded by the City for the 55733.00004\34276963.2
13 correction of one or more Maintenance Deficiencies as authorized by this Section 5.8 shall become a lien on the Senior Citizen Housing Project Property. If the amount of the lien is not paid by the Developer within thirty (30) days after written demand for payment by the City, thereafter the City shall have the right to enforce the lien in the manner as provided in Section 5.8(3). (2) Graffiti which is visible from any public right of way which is adjacent or contiguous to the Senior Citizen Housing Project shall be removed by the Developer from any exterior surface of a structure or improvement on the Senior Citizen Housing Project by either painting over the evidence of such vandalism with paint which has been color matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water as appropriate. In the event that graffiti is placed on the Senior Citizen Housing Project and such graffiti is visible from an adjacent or contiguous public right of way and thereafter such graffiti is not removed within 72 hours following the time of its application: then in such event and without notice to the Developer, the City shall have the right to enter the Senior Citizen Housing Project and remove the graffiti. Notwithstanding any provision of Section 5.8(1) to the contrary, any sum expended by the City for the removal of graffiti from the Senior Citizen Housing Project as authorized by this Section 5.8(2) shall become a lien on the Senior Citizen Housing Project. If the amount of the lien is not paid within thirty (3) days by the Developer after written demand for payment by the City, thereafter the City shall have the right to enforce its lien in the manner as provided in Section 5.8(3).
(3) Subject to the lien of any permitted lender, as may be authorized under the Development Agreement, the parties hereto further mutually understand and agree that the rights conferred upon the City under this Section 5.8 expressly include the power to establish and enforce a lien or other encumbrance against the Senior Citizen Housing Project Property in the manner provided under Civil Code Sections 2924, 2924b and 2924e in the amount as reasonably necessary to restore the Senior Citizen Housing Project to the maintenance standard required under Section

5.8(1) or Section 5.8(2), including attorneys’ fees and costs of the City, if any, associated with the correction of the Maintenance Deficiency or removal of graffiti and the collection of the costs of the City in connection with such action. In any legal proceeding for enforcing such a lien against the Senior Citizen Housing Project, the prevailing path shall be entitled to recover its attorneys’ fees and costs of suit. The provisions of this Section 5.8 shall be a covenant running with the land for the term of this Agreement and shall be enforceable by the City in its discretion, cumulative with any other rights or powers granted by the City under the Development Agreement or the Senior Citizen Covenant and Density Bonus Agreement, or applicable law. Nothing in the foregoing provisions of this Section 5.8 shall be deemed to preclude the Developer from making any alterations, additions, or other changes to any structure or improvement or landscaping on the Housing Project, provided that such changes comply with the zoning and development regulation of the City and other applicable law.

5.9 Asset Management.

The Developer is responsible for all asset management functions with respect to the Senior Citizen Housing Project, including, without limitation, the oversight of the Management Agent, maintaining accurate and current books and records for the Senior Citizen Housing Project and promptly paying costs incurred in connection with the Senior Citizen Housing Project. The City shall have no responsibility over asset management of the Senior Citizen Housing Project.

5.10 Limitation Upon Change in Ownership, Management and Control of the Developer. 55733.00004\34276963.2
14 (a) Prohibition. The identity and qualifications of Developer as an experienced and successful operator of affordable rental housing developments are of particular concern to the City. It is because of this identity and these qualifications that the City has entered into the Development Agreement and this Regulatory Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any right or interest in the Senior Citizen Housing Project Property by assignment or otherwise, nor shall Developer make any total or partial sale, transfer, conveyance, encumbrance to secure financing, assignment or lease of the whole or any part of the Senior Citizen Housing Project without the prior written approval of the City pursuant to Section 5.10(c) hereof, except as expressly set forth herein, which approval shall not be unreasonably withheld, conditioned or delayed by the City. (b) Permitted Transfers. Notwithstanding any other provision of this Regulatory Agreement to the contrary and provided that the Developer is not then in material default, City approval of an assignment, transfer or conveyance of the Senior Citizen Housing Project Property or any part thereof pursuant to Section 5.10(c), shall not be required (except to the extent of an assumption agreement described in Section 5.10(c) (iii), below) in connection with any of the following (the “Permitted Transfers”):
(i) the granting of temporary easements or permits to facilitate development of the Property;
(ii) the dedication of any property required pursuant to this Agreement; (iii) the lease of individual residences to tenants for occupancy as their principal residence in accordance with the Regulatory Agreement; (iv) assignments creating security interests for the purpose of financing the acquisition, construction or permanent financing of the Project or Transfers directly resulting from the foreclosure of, or granting of a deed in lieu of foreclosure of, such a security interest; (v) a Transfer to a tax-exempt entity under the direct control of or under common control with Developer;
(vi) a Transfer to a limited partnership in which Developer or a taxexempt affiliate of Developer is the managing general partner; (vii) the admission of limited partners, and any transfer of limited partnership interests in accordance with the Approved Partnership’s agreement of limited partnership
(viii) the removal of the general partner of an Approved Partnership by the investor limited partners for a default under the Partnership Agreement, provided that the replacement general partner is an entity reasonably satisfactory to City; or
(ix) the transfer of the general partner’s interest to a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, or to a limited liability company whose sole member is a nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended, provided such replacement general partner (or managing member) is reasonably satisfactory to Agency.

In the event of a Permitted Transfer by Developer, Developer nevertheless agrees that at least thirty (30) days prior to such a Permitted Transfer it shall give written notice to 55733.00004\34276963.2
15 the City of such assignment or transfer.
(c) City Consideration of Requested Transfer. The City agrees that it will not unreasonably withhold approval of a request for transfer made pursuant to the Development Agreement or Section 5.10 of this Regulatory Agreement, provided (i) the Developer is not then in material default and delivers written notice to the City requesting such approval, and (ii) the proposed assignee or transferee possesses comparable operational experience and capability, and comparable net worth and resources, as the proposed transferor or assignor, and (iii) the assignee or transferee assumes the obligations of the Developer under this Regulatory Agreement in a form which is reasonably acceptable to the City. Such notice of the Developer shall be accompanied by evidence regarding the proposed assignee’s or purchaser’s qualifications and experience and its financial commitments and resources sufficient to enable the City to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Section 5.10(c) and other criteria as reasonably determined by the City. The City shall approve or disapprove the request within thirty (30) days of its receipt of the Developer’s notice and all information and materials required herein.

5.11 Non-Liability of Officials and Employees of the City.

No member, official or employee of the City shall be personally liable to Developer or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Regulatory Agreement.

ARTICLE 6

MISCELLANEOUS

6.1 Lease Provisions.

In leasing the Dwelling Units, the Developer shall use a form of Tenant lease/rental agreement approved by the City. The specific form of Tenant lease/rental agreement shall comply with all requirements of this Regulatory Agreement and the Development Agreement, and shall, among other matters:
(1) provide for termination of the lease/rental agreement and consent by the tenant to immediate eviction for failure: (i) to provide any information required under this Regulatory Agreement or reasonably requested by the Developer to establish or recertify the tenant’s qualification, or the qualification of the tenant’s household, for occupancy in the Senior Citizen Housing Project in accordance with the standards set forth in this Regulatory Agreement, (ii) to qualify as an Eligible Senior Citizen Household as a result of any material misrepresentation made by such tenant with respect to the income computation.
(2) Include a provision which shall require a tenant who is residing in a Dwelling Unit made accessible pursuant to Section 2.6 and who is not in need of an accessible Dwelling Unit to move to a non-accessible Dwelling Unit when a non-accessible Dwelling Unit becomes available and another tenant or prospective tenant is in need of an accessible Dwelling Unit.
55733.00004\34276963.2
16 (3) shall not contain any provision which is prohibited by applicable State law.

6.2 Nondiscrimination.
(a) All of the Dwelling Units shall be available for occupancy in a continuous basis to members of the general public who are Eligible Senior Citizen Households. The Developer shall not give preference to any particular class or group of Senior Citizen in renting the Dwelling Units, except to the extent that the Dwelling Units are required to be leased to Eligible Senior Citizen Households as required by the 2020 Senior Citizen Occupancy Covenant and Housing Density Bonus Agreement and this Regulatory Agreement. The Developer herein covenants by and for the Developer, its assigns, and all persons claiming under or through the Developer, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, source of income (e.g., SSI), ancestry, or disability, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of any Dwelling Unit nor shall the Developer or any person claiming under or through the Developer, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of any Dwelling Unit or in connection with the employment of persons for the construction, operation and management of any Dwelling Unit.

Notwithstanding the above, with respect to familial status, the above should not be construed to apply to Senior Citizens and housing for older persons as defined in Section 12955.9 of the Government Code and other applicable sections of law as referred at Health and Safety Code Section 33050(b).
(b) The Developer will accept as tenants, on the same basis as all other prospective Senior Citizens, persons who are recipients of federal certificates for rent subsidies pursuant to the existing housing program under Section 8 of the United States Housing Act, or its successor. The Developer shall not apply selection criteria to Section 8 certificate or voucher holders that is more burdensome than criteria applied to all other prospective tenants, nor shall the Developer apply or permit the application of management policies or lease provisions with respect to the Senior Citizen Housing Project which have the effect of precluding occupancy of units by such prospective Tenants.

6.3 Term.

The provisions of this Regulatory Agreement shall apply to the Senior Citizen Housing Project Property for the Term. This Regulatory Agreement shall bind any successor or assign of the Developer, whether a change in interest occurs voluntarily or involuntarily, by operation of law or otherwise, except as expressly released by the City.

6.4 Compliance with Senior Citizen Covenant and Density Bonus Agreement.

During the Term, the Developer and the Senior Housing Project shall at all times be in full conformity with the Senior Citizen Covenant and Density Bonus Agreement.

6.5 Duty to Prevent Contamination of Hazardous Materials.

During the course of the development, construction and operation of the Senior Citizen Housing Project, the Developer shall take all necessary precautions to prevent the release of any 55733.00004\34276963.2
17 Hazardous Materials into the environment on or under the Senior Citizen Housing Project Property. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. The Developer shall notify the City, and provide to the City a copy or copies, of any notices of violation, notices to comply, citations, inquiries, clean-up or abatement orders, cease and desist orders, reports filed pursuant to self-reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and the Developer shall report to the City, as soon as possible after each incident, any unusual, potentially important incidents in the event of a release of any Hazardous Materials into the environment. For purposes of this Section 6.5, “Governmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the City, or any other political subdivision in which the Senior Citizen Housing Project is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over the City, the Developer or the Senior Citizen Housing Project. For purposes of this Section 6.5, “Hazardous Materials” means 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 “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as a “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,” “hazardous 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 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, (x) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conversation and Recovery Act, 42 U.S.C. §§6901, et seq. (42 U.S.C. §6903) or (xii) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental response, Compensation, and Liability Act, 42 U.S.C. §§9601, et seq. Notwithstanding the foregoing, “Hazardous Materials” shall not include such products in quantities as are customarily used in the construction, maintenance, rehabilitation or management of residential development 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 Senior Citizen Housing Project, including without limitation alcohol, aspirin, tobacco and saccharine.

6.6 Notice of Expiration of Term.

The Developer shall comply with the requirements set forth in Government Code Sections 65863.10 and 65863.11 with respect to the Senior Citizen Housing Project. Such notice requirements include: (i) a twelve (12) month notice to existing tenants, prospective tenants and “Affected Public Agencies” (as this term is defined in California Government Code Section 65863.10(a)) prior to the expiration of the Term, (ii) a six (6) month notice requirement to existing tenants, prospective tenants and Affected Public Agencies prior to the expiration of the Term; (iii) a notice of an offer to purchase the Senior Citizen Housing Project to “qualified entities” (as defined in Government Code Section 65863.11(d)), if the Senior Citizen Housing Project is to be 55733.00004\34276963.2
18 sold within five (5) years of the end of the Term; (iv) a notice of right of first refusal within the one hundred eighty (180) day period that qualified entities may purchase the Senior Citizen Housing Project.

6.7 Covenants to Run with the Land.

The City and the Developer hereby declare their express intent that the covenants and restrictions set forth in this Regulatory Agreement shall run with the land, and shall bind all successors in title to the Senior Citizen Housing Project Property; provided, however, that on the expiration of the Term of this Regulatory Agreement, said covenants and restrictions shall expire.

Each and every contract, deed or other instrument hereafter executed covering or conveying the Senior Citizen Housing Project Property or any portion thereof, shall be held conclusively to have been executed, delivered and accepted subject to such covenants and restrictions, regardless of whether such covenants or restrictions are set forth in such contract, deed or other instrument, unless the City expressly releases such conveyed portion of the Property from the requirements of this Regulatory Agreement.

6.8 Enforcement by the City.

If the Developer fails to perform any obligation under this Regulatory Agreement, and fails to cure the default within thirty (30) days after the City has notified the Developer in writing of the default or, if the default cannot be cured within thirty (30) days, failed to commence to cure within thirty (30) days and thereafter diligently pursue such cure and complete such cure within ninety (90) days, the City shall have the right to enforce this HOME Regulatory Agreement by any or all of the following actions, or any other remedy provided by law:
(a) Action to Compel Performance or for Damages. The City may bring an action at law or in equity to compel the Developer’s performance of its obligations under this Regulatory Agreement, and/or for damages.
(b) Remedies Provided Under the Development Agreement and Senior Citizen Occupancy Covenant and Density Bonus Agreement. Except as otherwise expressly stated in this Regulatory Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more rights or remedies arising under the Development Agreement, the Senior Citizen Occupancy Covenant and Density Bonus Agreement or any other agreement by and between the Developer and the City shall not preclude the exercise by such party at the same or different times of any other right or remedy for the same or other default by the other party. If a default has occurred and has not been cured by the Developer within such notice and cure periods available to the Developer under this Regulatory Agreement, the City shall deliver an additional notice to such other persons as designated by the Developer in writing to the City prior to the time of such default and such persons shall have an additional period of time to cure such default, as set forth herein. With respect to a monetary default, any such designated person shall have ninety (90) days to cure such default following receipt of the additional notice referenced above and with respect to a non-monetary default, such persons shall have thirty (30) days to cure such default following receipt of the additional notice referenced above. City agrees to accept such cure by any such person as though same was tendered by Developer.

6.9 Attorneys’ Fees and Costs.
55733.00004\34276963.2
19 In any action brought to enforce this Regulatory Agreement, the prevailing party shall be entitled to all costs and expenses of suit, including reasonable attorneys’ fees. This section shall be interpreted in accordance with California Civil Code Section 1717 and judicial decisions interpreting that statute.

6.10 Recording and Filing.

The City and the Developer shall cause this Regulatory Agreement, and all amendments and supplements to it, to be recorded in the Official Records of the County of Los Angeles.

6.11 Governing Law.

This Regulatory Agreement shall be governed by the laws of the State of California.

6.12 Waiver of Requirements.

Any of the requirements of this Regulatory Agreement may be expressly waived by the City in writing, but no waiver by the City of any requirement of this Regulatory Agreement shall, or shall be deemed to, extend to or affect any other provision of this Regulatory Agreement.

6.13 Amendments.

This Regulatory Agreement may be amended only by a written instrument executed by all the parties hereto or their successors in title, and duly recorded in the real property records of the County of Los Angeles.

6.14 Notices.

Formal notices, demands, and communications between the parties shall be sufficiently given, if and shall not be deemed given unless, dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered by express business delivery service, return receipt requested, or by email and confirmed by U.S. First Class Mail or delivered personally, to the principal office of the parties as follows:

City:

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

Prima Development
Attn: Fernando Vasquez
12401 Woodruff Ave., Suite 10
Downey, CA 90241
55733.00004\34276963.2
20 Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate by mail as provided in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable).

6.15 Severability.

If any provision of this Regulatory Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions of this Regulatory Agreement shall not in any way be affected or impaired thereby.

6.16 Multiple Originals; Counterparts.

This Regulatory Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

WHEREAS, this Regulatory Agreement has been entered into by the undersigned as of the date first written above.

Date: \O/ 5}~\
'
Date: \ I-I UJ-20'2\

APPROVED AS TO FORM
l;#r. /---
City Attorney
55733.00004\34276963 .2

DEVELOPER
Prima Development,
~ fit public benefit corporation
Fernando Vasquez
President/CEO
CITY
City of Cudahy, a municipal corporation
Alfi ,
City Manager
21 55733.00004\34276963.2
22 EXHIBIT “A”

LEGAL DESCRIPTION OF THE SENIOR CITIZEN HOUSING PROJECT PROPERTY APN: 6224-019-901

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

THE EASTERLY 70 FEET OF LOT 6, BLOCK P, OF TRACT NO. 349, IN THE CITY OF

CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

PARCEL 2:

THE WESTERLY 128 FEET OF LOTS 1 AND 2 IN BLOCK P, OF TRACT NO. 349, IN THE CITY

OF CUDAHY, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 14, PAGES 194 AND 195 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Commonly known as: 4610 Santa Ana Street, Cudahy, CA 90201 55733.00004\34276963.2
23 EXHIBIT B

DEVELOPER INSURANCE SPECIFICATIONS
ORDINANCE NO. 717

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CUDAHY,

CALIFORNIA, APPROVING THE FIRST AMENDMENT TO

DEVELOPMENT AGREEMENT FOR CERTAIN REAL PROPERTY
LOCATED AT 4610 SANTA ANA STREET (ASSESSOR PARCEL
NUMBER 6224-019-014) PURSUANT TO CALIFORNIA GOVERNMENT
CODE SECTION 65864 ET SEQ. (DEVELOPER: PRIMA

DEVELOPMENT, A CALIFORNIA NONPROFIT PUBLIC BENEFIT

CORPORATION)
WHEREAS, the City of Cudahy ("City") is authorized, pursuant to California Government Code §§ 65864 through 65869.5 and Part 9 of Title 20, Chapter 20.84 of the Cudahy Municipal Code to enter into binding development agreements and amendments thereto with persons having legal or equitable interests in real property for the development of such property in order to, among other things: encourage and provide for the development of public facilities in order to support development projects; provide certainty in the approval of development projects in order to avoid the waste of resources and the escalation in project costs and encourage investment in and commitment to comprehensive land use planning which will make maximum efficient utilization of resources at the least economic cost to the public; provide assurance to the applicants of development projects: (i) that they may proceed with their projects in accordance with existing policies, rules and regulations, subject to the conditions of approval of such projects and provisions of such development agreements, and (ii) encourage private participation in comprehensive planning and reduce the private and public economic costs of development; and
WHEREAS, the City of Cudahy as successor to the former Cudahy Community Development Commission (the "Successor Agency") owned a vacant 1.34-acre (58,357 square feet) parcel located at 4610 Santa Ana Street, Cudahy, CA 90201 (APN No. 6224-019-014) (the "Property"); and
WHEREAS, the Consolidated Oversight Board for Los Angeles County authorized the transfer of title of the Property from the Successor Agency to the City by quitclaim deed pursuant to Oversight Board Resolution No. OB-2020-04 dated November 9; and,
WHEREAS, the City Council authorized the acceptance of such transfer of Site 3 at its meeting of November 17, 2020, pursuant to the terms of the quitclaim deed; and, WHEREAS, the State Department of Finance (the "DOF") determined, by letter dated December 17, 2020, that the disposition of land contemplated in Oversight Board Resolution No. OB-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"); and
55733.00004\34773924. l
Attachment F
WHEREAS, City desires that upon the disposition of the Property by the City to the Developer that the Property shall be developed in a manner consistent with the Entertainment Subdistrict of the Atlantic District use designation of the City's General Plan, and the Entertainment zoning classification of the City Zoning Code; and WHEREAS, Developer and the City have entered into an Exclusive Negotiation Agreement, dated as of November 18, 2020, pursuant to which the Developer has proposed to acquire the Property from the City on terms mutually acceptable to the City and the Developer; and
WHEREAS, on or about October 19, 2021, City and Developer entered into a Mixed-Use Senior Citizen Affordable Housing Purchase And Sale Agreement And Joint Escrow Instructions ("Purchase Agreement") for transfer of the Property from City to Developer. Pursuant to the Purchase Agreement Developer holds an equitable interest in the Property; and
WHEREAS, separately, the Developer has submitted a development project application to the City dated September 16, 2020, for the construction and improvement on the Property of mixed-use development or "Project" which includes (i) the new construction of a Low-Income Housing Tax Credit ("LIHTC") project for very low income and homeless seniors (inclusive of a density bonus) over ground level, which is a permitted use pursuant to CMG section 20.20.020 (the "Senior Citizen Housing Project"); and (ii) an onsite healthcare clinic and other wellness-related uses, as well as space for a community-based organization and a common area on-site vehicle parking facility for both the Senior Housing Project and the Healthcare Office Project, which is also a permitted use pursuant to CMG section 20.20.020 ("Healthcare Office Project") and Developer expects it to qualify as a basis-eligible community service facility under Internal Revenue Code of 1986, as amended, Section 42(d)(4)(c); and WHEREAS, pursuant to the provisions of the California Environmental Quality Act (Pub. Resources Code, § 21000 et seq.) ("CEQA") and the state guidelines for CEQA (Cal. Code Regs., tit. 14, § 15000 et seq.) ("CEQA Guidelines"), the City is the "lead agency" for the preparation and consideration of environmental documentation for the Project. In 2018, the City prepared an update to its General Plan and Zoning Code (CMG Title 20) and prepared and certified the associated "Cudahy General Plan Update Environmental Impact Report" (State Clearinghouse No. 2017071071) (hereinafter, the "EIR"). The EIR was certified by the Cudahy City Council (the "City Council") on March 20, 2018 and focused on the impacts from changes to land use associated with buildout of the land use plan set forth in the update to the General Plan and impacts from the resulting population and employment growth in the City; and WHEREAS, the City Council's 2018 approval of the EIR included approval of that certain EIR exhibit document entitled, "CEQA Findings of Fact and Statement of Overriding Considerations regarding the Final Program Environmental Impact Report for the City of Cudahy General Plan Update" (the "EIR Findings"). The EIR Findings provide requisite CEQA findings for the EIR and identify specific reasons why the 55733.00004\34773924. l
update to the General Plan and Zoning Code are acceptable despite significant impacts that are infeasible to mitigate; and
WHEREAS, in connection with the approval of the Original Development Agreement, an addendum to the EIR (the "Addendum") was prepared pursuant to CEQA Guidelines Section 15164 in order to determine whether any significant environmental impacts which were not identified in the EIR would result from the Project or whether previously identified significant impacts would be substantially more severe in connection with the Original Development Agreement; and WHEREAS, the City Council previously approved Resolution No. 20-32 approving and adopting a Development Agreement and the Addendum as the appropriate environmental document for the Project, pursuant to the findings set forth therein; and approved Ordinance No. 711 approving and adopting the Development Agreement ("Original Development Agreement"); and
WHEREAS, on September 21, 2021, the City Council held a duly noticed public hearing and approved Ordinance No. 715, which adopted an Amended and Restated Development Agreement that superseded the Original Development Agreement; and WHEREAS, on February 1, 2022, the City Council held a duly noticed public hearing to consider approval of a First Amendment to Amended and Re�tated Development Agreement (the "First Amendment to DA");
WHEREAS, City desires to accomplish the goals and objectives set forth in City's General Plan, and finds that the Project, as modified, will accomplish their goals and objectives. The City has determined that the Project is consistent with the General Plan, the Entertainment Zone and the Existing Land Use Regulations, as defined below; and WHEREAS, as consideration for the benefits gained by Developer from the vested rights acquired pursuant to the Development Agreement Statute, the City is requiring that Developer construct and install certain public improvements and provide other public benefits in connection with the Project; and WHEREAS, in order to avoid any misunderstandings or disputes which may arise from time to time between Developer and City concerning the proposed Project and to assure each party of the intention of the other as to the processing of any land use entitlements which now or hereafter may be required for the Project, the Parties believe it is desirable to set forth their intentions and understandings in this First Amendment to DA. In order for both City and Developer to achieve their respective objectives, it is imperative that each be as certain as possible that Developer will develop and that City will permit Developer to develop the Project, as modified, and public improvements and other public benefits as approved by City within the time periods provided in this Development Agreement, except as otherwise indicated herein; and
55733.00004\34773924. l
WHEREAS, in preparing and adopting the General Plan and in granting the Existi11g Development Approvals, the City considered the health, safety and general welfare of the residents of City and prepared in this regard an extensive environmental impact report and other studies. Without limiting the generality of the foregoing, in preparing and adopting the General Plan and in granting the Existing Development Approvals, the City Council carefully considered and determined the projected needs (taking into consideration the planned development of the Project and all other areas within the City) for water service, sewer service, storm drains, electrical facilities, traffic/circulation infrastructure, police and fire services, paramedic and similar improvements, facilities and services and the appropriateness of the density and intensity of the development comprising the Project and the needs of City and surrounding areas for other infrastructure.

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

Section 1. Pursuant to Resolution No. 18-07, the City Council adopted Environmental Findings of Fact, a Statement of Overriding Considerations, a Mitigation Monitoring and Reporting Program, and certified the EIR prepared for the 2018 General Plan Update. In addition, pursuant to Resolution No. 20-32, the City Council adopted the Addendum for the Project.

Section 2. The Planning Commission, at its January 31, 2022 Meeting, adopted Resolution No. PC 22-04, recommending the City Council approve the First Amendment to Amended and Restated Development Agreement (DA No. 20-01) for the Senior Mixed-Use Housing Project.

Section 2. Pursuant to California Government Code Section 65865, the City Council hereby approves the first amendment to the development agreement attached hereto as Exhibit "A", entitled "First Amendment to Amended and Restated Development Agreement" between the City of Cudahy and Prima Development.

Section 3. Pursuant to California Government Code Section 65867.5(b), and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the First Amendment to Amended and Restated Development Agreement is consistent with the General Plan because the First Amendment to Amended and Restated Development Agreement will result in the development of the Property at the intensity and density allowed under the General Plan
Section 4. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds the First Amendment to Amended and Restated Development Agreement is in the best interests of the City and good land use practices as it ensures the orderly development of the Property with amenities and infrastructure that will be beneficial to the community. 55733.00004\34773924.I
Section 5. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds this Ordinance promotes the public health, safety and welfare of the community because the First Amendment to Amended and Restated Development Agreement will permit land uses that best reflect community needs, including the need for office, commercial and retail spaces, and will allow for the most efficient and logical development of the real property governed by the Amended and Restated Development Agreement in the City.

Section 6. Based on the entire record before the City Council and all Wi itten and oral evidence presented to the City Council, the City Council finds that: (i) the economic interests of Cudahy citizens and the public health, safety and welfare will be best served by entering into the First Amendment to Amended and Restated Development Agreement; (ii) this First Amendment to Amended and Restated Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the area in which the Property is located; (iii) the First Amendment to Amended and Restated Development Agreement is in conformity with the public convenience, general welfare and good land use practice; (iv) the First Amendment to Amended and Restated Development Agreement will not be detrimental to the public health, safety and general welfare; and (v) the First Amendment to Amended and Restated Development Agreement will not adversely affect the orderly development or the preservation of propert
y values for the property it governs or any other property.

The City Council further finds that among the public benefits to accrue to the residents of the City as a result of the First Amendment to Amended and Restated Development Agreement are:

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

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

3. establishing an applicant pool of eligible persons who have responded to such entry level employment outreach efforts of Applicant;

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

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

6. selecting portions of the work to be performed by local business enterprises; 55733.00004\34773924. l

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

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

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

Section 7. Pursuant to California Government Code Section 65867.5(b), and based on the entire record before the City Council, including all written and oral evidence presented to the City Council, the City Council hereby finds that the First Amendment to Amended and Restated Development Agreement is consistent with the Gen1=ral .Plan because the First Amendment to Amended and Restated Development Agreement will result in the development of the Property at the intensity and density allowed under the General Plan.

Section 8. Based on the entire record before the City Council and all written and oral evidence presented to the City Council, the City Council finds that the First Amendment to Amended and Restated Development Agreement is in compliance with the conditions, requirements, restrictions, and terms of the Municipal Code, in that it includes all mandatory provisions required by Government Code § 65865.2 and does not include any provisions that are not authorized by the Development Agreement Act.

Section 9. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be posted as required by law. Pursuant to Government Code Section 65868.5, within 10 days following the entering into of the First Amendment to Amended and Restated Development Agreement, as evidenced by the full execution thereof, the Secretary shall record with the Los Angeles County Recorder a copy of the First Amendment to Amended and Restated Development Agreement.

PASSED, APPROVED, AND ADOPTED this 15th day of February, 2022.

ATTEST:

Richard lglesi s
City Clerk
55733.00004\34773924. l

STATE OF CALIFORNIA )

CERTIFICATION
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No. 717 was introduced for a first reading on the 1 st day of February, 2022 and
approved for a second reading and adopted by said Council at its regular meeting held on the 15th day of February, 2022 by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Lozoya, Lomeli, Alcantar, and Gonzalez
Guerrero
None
None
55733.00004\34 773924.1
-
Ri
City Cler
EXHIBIT "A"

FIRST AMENDMENT TO

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
55733.00004\34773924. l
55733.00004\34765951.2

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Cudahy
c/o City Clerk
5220 Santa Ana Street
Cudahy, CA 90201
______________________________________________________________________________ (Space Above Line for Recorder’s Use)
Exempt from Recording Fee pursuant to
Gov’t C. § 27388.1(a)(2)(D)

FIRST AMENDMENT

TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT (“First Amendment”) to the Amended and Restated Development Agreement (“Agreement”) dated October 15, 2021, is hereby entered into this 15th day of February 2022 (the “Effective Date”) by and between CITY OF CUDAHY, a California municipal corporation (“City”) acting in its capacity, and PRIMA DEVELOPMENT, a California nonprofit public benefit corporation (“Developer”) (each a “Party” and collectively, the “Parties”).

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

WHEREAS, capitalized terms used but not defined in these Recitals shall have the meaning set forth in the Agreement; and
WHEREAS, the Agreement sets forth the terms and conditions pursuant to which the Developer will develop a mixed-use affordable senior citizen housing project (the “Project”) on that certain vacant 1.34-acre (58,370 square feet) parcel located at 4610 Santa Ana Street, Cudahy, CA 90201 (APN No. 6224-019-014), also known as “Site 3” (the “Property”), as more particularly described on Exhibit A to the Agreement; and
WHEREAS, on or about October 19, 2021, the City sold and transferred the Property to Developer pursuant to that certain the Parties entered into that certain Mixed-Use Senior Citizen Affordable Housing Purchase And Sale Agreement and Joint Escrow Instructions (“Purchase Agreement”); and
WHEREAS, on October 13, 2020, the City Council adopted Resolution No. 20-32 approving, among other things, Ordinance No. 711, which approved and adopted the original Development Agreement between the City and Developer (“Original Development Agreement”); and
WHEREAS, on October 5, 2021, the City Council approved Ordinance No. 715, which approved and adopted the Agreement, which supersedes the Original Development Agreement between the City and Developer; and
55733.00004\34765951.2
WHEREAS, Developer seeks, among other changes to the Agreement, to reduce the size of the Project by eliminating one floor and reducing the total number of units from 177 to 140, but increasing the potential number of permanent supportive housing (“PSH”) units from 50 to up to 68; and
WHEREAS, the Agreement allows for Minor Modifications (pursuant to Section 1.22) and Operating Memoranda (pursuant to Section 13.5) to memorialize certain changes that increase a building’s footprint, gross interior building area, density, intensity of use, etc. without the need for City Council approval; however, due to the proposed 21% reduction of units in the Project, neither of those procedures is technically appropriate, and an amendment must be processed pursuant to Section 13.2 of the Agreement.

NOW, THEREFORE, in consideration of the mutual agreements 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 as follows:

1. Section 1.22 of the Agreement is hereby amended to read in its entirety as follows:

Minor Modification. “Minor Modification” means any minor modification or series of such minor modifications of the Project, where Developer seeks and obtains no more than a five percent (5%) change of either building’s footprint or an aggregate change of no more than ten percent (10%) of the total gross interior building area of the Project, as set forth in the architect’s site plan considered and approved by the City as part of the Existing Development Approvals, provided such Minor Modification is otherwise consistent with the other applicable elements of the Development Approvals and the existing Land Use Regulations and further provided that such Minor Modification shall not result in any rental dwelling unit being smaller than 500 square feet in size and the total number of rental dwelling units in the Project shall not be changed by more than ten (10) rental dwelling units.

The aforementioned percentage change in total gross interior building area shall be based upon a modified larger building footprint, as authorized in this Section 1.22, if applicable. In the case of a Minor Modification which changes the buildable square footage of the Project, the Project’s Development Fees shall be adjusted in an amount based upon the changed square footage. A Minor Modification is not an amendment to this Development Agreement and is not subject to the procedures set forth in Section 13.2.

2. Section 1.32 of the Agreement is hereby amended to read in its entirety as follows:

Senior Citizen. “Senior Citizen” as used in this Agreement means a person sixtytwo (62) years of age or older, as provided by Civil Code Section 51.3(b); provided, however, that for purposes of permanent supportive housing units in the Project, “Senior Citizen” shall mean a person fifty-five (55) years of age or older.

3. Section 3.2(a) of the Agreement is hereby amended to read in its entirety as follows:
(a) not to exceed one hundred forty (140) units, inclusive of a density bonus, apartment building for Senior Citizen households funded with LIHTC allocated to 55733.00004\34765951.2
the Senior Citizen Housing Project by TCAC;

4. Section 3.3 of the Agreement is hereby amended to read in its entirety as follows:
(a) not to exceed one hundred twenty-nine (129) one-bedroom units and nine (9) two-bedroom units;

5. Section 3.4 of the Agreement is hereby amended to read in its entirety as follows:

Based upon Developer’s tax credit application it is anticipated that the Project will serve Very Low Income Households. Up to Sixty-Eight (68) of the total number of dwelling units in the Senior Citizen Housing Project will be reserved for permanent supportive housing for eligible Senior Citizen households whose annual income at the time of initial occupancy in the Senior Citizen Housing project does not exceed Very Low Income, adjusted for family size. Up to two (2) of the total number of dwelling units in the Senior Citizen Housing Project will be unrestricted and reserved for on-site manager and staff. Up to two (2) additional units of the total number of dwelling units in the Senior Citizen Housing Project may be unrestricted and made available for Senior Citizen households whose annual income at the time of initial occupancy in the Senior Citizen Housing Project exceeds Very Low Income adjusted for family size and meeting applicable occupancy standards (Market Rate Units). The balance of such dwelling units in the Senior Citizen Housing Project shall be reserved for occupancy by Senior Citizen households who do not receive permanent supportive services and whose annual income at the time of initial occupancy in the Senior Citizen Housing Project does not exceed Very Low Income (e.g., up to fifty percent (50%) of Los Angeles County Area Median Income (“AMI”)) adjusted for family size and meeting applicable occupancy standards, as well as designated unit(s) for on-site property management staff and Market Rate Units. Notwithstanding the foregoing, the City’s Regulatory Agreement recorded against the Property shall only apply to forty-nine percent (49%) of the units.

6. Section 3.5 of the Agreement is hereby amended to read in its entirety as follows:

The general age restriction of the Senior Citizen Housing Project applies to persons who are sixty-two (62) years of age or older, and the specific age restriction for permanent supportive housing units within the Project shall apply to persons who are fifty-five (55) years of age or older. Such age restrictions for occupancy in the Senior Citizen Housing Project shall be recorded in a restrictive covenant against the Senior Citizen Housing Project as provided in Section 3.10.5 upon the acquisition of the Property by the Developer from the City and such Senior Citizen occupancy restrictive covenant shall continue in perpetuity.

7. Section 7.2.1 of the Agreement is hereby amended to read in its entirety as follows:

Developer shall enter into Community Workforce Agreements (CWA) to cover specific trades as deemed appropriate by the City Manager, the Developer, and persons who provide construction labor services in connection with the 55733.00004\34765951.2
construction of the Senior Citizen Housing Project Property.

8. Section 13.5 of the Agreement is hereby amended to read in its entirety as follows:

Operating Memoranda. The provisions of this Development Agreement require a close degree of cooperation and flexibility between the City and Developer. The Development of the Property may demonstrate that clarifications or modifications to this Development Agreement or the Existing Land Use Regulations are appropriate with respect to the details of performance of the City and Developer.

To the extent allowable by law, Developer shall retain a certain degree of flexibility as provided herein with respect to all matters, items and provisions covered in general under this Development Agreement. When and if the Developer finds it necessary or appropriate to make changes, adjustments or clarifications to matters, items or provisions in this Development Agreement, including to the public benefits referenced in Section 7, the Parties shall effectuate such changes, adjustments or clarifications through operating memoranda (“Operating Memoranda”) approved by the Parties in writing which reference this Section 13.5. Operating Memoranda are not intended to constitute either a substantial change or an amendment to this Development Agreement, but are ministerial clarifications or changes and adjustments that would result in a modified Project within the parameters of the previously Council-approved Project; and accordingly, public notices and hearings shall not be required in the case of the mutual approval of an Operating Memorandum. Operating Memoranda may be used and thus deemed nonsubstantive and/or procedural if, for example in the case of an adjustment or clarification as relates to a Development Approval such change: (i) does not change the density or intensity of use of the Property, unless such changes are consistent with the Existing Land Use Regulations; (ii) does not change the permitted uses of the Property, unless such uses are consistent with the Existing Land Use Regulations; (iii) does not change the maximum size of buildings on the Property beyond changes which constitute Minor Modifications or are consistent with the Existing Land Use Regulations; (iv) does not change the amount of land to be dedicated for public purposes; or (v) does not change improvement and construction standards and specifications for the Project. The City Manager in consultation with the City Attorney shall determine whether a requested change or clarification may be effectuated pursuant to this Section or whether the requested change or clarification is of such character to constitute either a substantive change or an amendment to this Development Agreement which requires compliance with the provisions of Section 13.2 of this Development Agreement.

9. Section 1.2 of the Senior Citizen Occupancy Covenant and Housing Density Bonus Agreement, attached to the Agreement as Exhibit B-1 (the “Density Bonus Agreement”), is hereby amended to read in its entirety as follows:

The purpose of this Agreement is to evidence the City’s acceptance of the offer of Developer to provide up to one hundred forty (140) Dwelling Units on the Senior Citizen Housing Project Property (subject to Minor Modifications) for use and occupancy by Eligible Senior Citizen Households as part of the Project during the 55733.00004\34765951.2
Term hereof. In the absence of the recordation of this Agreement, the Cudahy Municipal Code permits the development and occupancy of a maximum of fiftyfour (54) dwelling units on the lands on which the Project shall be developed, including the Senior Citizen Housing Project Property. Pursuant to the Density Bonus Law and the covenant of Developer to undertake and operate the Senior Housing Project in accordance with the Development Agreement, the total number of Dwelling Units as shall be constructed on the Property by Developer may exceed the fifty-four (54) dwelling unit base up to the maximum number of Dwelling Units authorized by the Development Agreement (e.g., up to 140 dwelling units subject to Minor Modification).

10. Section 1.3.9 of the Density Bonus Agreement is hereby amended to read in its entirety as follows:

Senior Citizen. Senior Citizen means and refers to any person who is at least sixtytwo (62) years of age at the time of such person’s initial occupancy of a Dwelling Unit as part of a Senior Citizen Household; provided, however, that for purposes of permanent supportive housing units in the Project, “Senior Citizen” shall mean a person fifty-five (55) years of age or older.

11. Recital D of the Senior Citizen Housing Project Regulatory Agreement and Declaration of Restrictive Covenants, attached to the Agreement as Exhibit B-2 (the “Regulatory Agreement”), is hereby amended to read in its entirety as follows:

In the Development Project Application, Developer offers to undertake the development and operation of the Project subject to the City’s approval of the Development Agreement, and Developer’s plan of improvement of the Project and Developer’s outside financing commitment will result in all of the residential dwelling units in the Senior Citizen Housing Project element of the Project being reserved for occupancy by very low income senior citizen households as authorized by California Government Code Section 65915 et seq. Notwithstanding the foregoing, this City Regulatory Agreement shall only restrict up to 68 of the 140 units as affordable to very low income households.

12. Recital E of the Regulatory Agreement is hereby amended to read in its entirety as follows:

Pursuant to the application of the Density Bonus Law to the Property and the Senior Citizen Housing Project, and subject to the satisfaction of the covenants of the Developer as provided in the Development Agreement and this Agreement, the Developer may construct up to one hundred forty (140) rental dwelling units on the Senior Citizen Housing Project Property (subject to “Minor Modifications” as this term is described in the Development Agreement).

13. Section 2.1(a) (Occupancy Requirements) of the Regulatory Agreement is hereby amended to read in its entirety as follows:
55733.00004\34765951.2
(a) The Developer covenants that each Dwelling Unit shall be occupied or available for occupancy by an Eligible Senior Household at an Affordable Rent on a continuous basis throughout the Term, in accordance with the following tenant income level mix: Not less than sixty-eight (68) units shall be occupied or available for occupancy by Eligible Senior Households that are 50% Households.

14. The provisions of this First Amendment shall be deemed a part of the Agreement (including the Density Bonus Agreement and the Regulatory Agreement), and except as 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 insofar as such provisions conflict with the Agreement and no further.
[Signatures on following page]
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY:

CITY OF CUDAHY, a California municipal
corporation
By:

APPROVED AS TO FORM:

By:

Victor Ponto
City Attorney
55733.00004\3476595 I .2
DEVELOPER:

PRIMA DEVELOPMENT, a California nonpro¥ ~ '
By: FernaoVasquez
President
Blank Page
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/16/2025 Page 1 of 2

STAFF REPORT
Date: September 16, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Katherine Godbey, Interim Finance Director
Subject: Budget vs. Actual Unaudited Financial Statements for the Fiscal Year Ended June 30, 2025

RECOMMENDATION
The City Council is requested to receive and file the draft budget vs. actual unaudited financial statements for the Fiscal Year 2025 as presented.

BACKGROUND/ANALYSIS
Finance staff closed the 2024-25 fiscal year on August 28. This report reflects all budgeted funds and actual revenue and expenditures as of June 30, 2025.

The PUN Group, Certified Public Accountants, will start the annual audit at the end of September. We expect the audit report to be completed in November.