Cudahy City Council
September 24, 2025

AGENDA

A SPECIAL 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
Wednesday, September 24, 2025 – 6:30 P.M.

Written materials distributed to the City Council within 24 hours of the City Council meeting shall be available on the City’s website 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 24 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; • 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: 895 6431 9826
https://us06web.zoom.us/j/89564319826

City of Cudahy
City Council and Successor Agency
Special Meeting Agenda
September 24, 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. 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 on the council agenda. As provided under Government Code Section 54954.3(a), public comments for this special meeting shall be limited to matters listed on this special meeting agenda only.) (Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403).)

4. 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. Award a Professional Services Agreement to Ruth Villalobos & Associates, Inc. (RVA) for Preliminary Permit Inquiries for Site 1 (LA River) of the Los Angeles River Area Improvement Project - ABP-001 (page 5)
Presented by the Administrative Analyst
Recommendation: City Council is requested to approve a Professional Services Agreement (PSA) with Ruth Villalobos & Associates, Inc. (RVA) for preliminary permit inquiries for Site 1 of the Los Angeles River Area Improvement Project in a not-to-exceed amount of $7,500.

City of Cudahy
City Council and Successor Agency
Special Meeting Agenda
September 24, 2025, at 6:30 P.M.

5. BUSINESS SESSION
A. Adoption of Resolution No. 25-55 Approving the Purchase of Real Property Located at 4730 Santa Ana, Assessor Parcel Number (APN) 6224-018-007 (page 29) Presented by the City Attorney
Recommendation: The City Council is requested to adopt Resolution No. 25-55:
• Determining that the proposed actions in the Resolution are not subject to the California Environmental Quality Act (“CEQA”) because the actions do not authorize or approve any development and therefore no further action is required under CEQA.
• Approving the purchase of the real property located at 4730 Santa Ana, Assessor Parcel Number (APN) 6224-018-007.

B. Consideration to Approve Letter to Governor Newsom Requesting to Veto AB715 (page 109) Presented by the City Clerk
Recommendation: The City Council is requested to approve the attached letter urging Governor Newsom to veto AB 715.

6. CLOSED SESSION
A. Closed Session Pursuant to Government Code Section 54957(b)(1) – Public Employee Recruitment Title of Position Under Consideration: City Manager

7. CLOSED SESSION ANNOUNCEMENT

8. ADJOURNMENT

City of Cudahy
City Council and Successor Agency
Special Meeting Agenda
September 24, 2025, at 6:30 P.M.

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 24 hours prior to the meeting. A copy of said Agenda is on file in the City Clerk’sOffice.

Dated this 23rd day of September 2025
Richard Iglesias
Interim City Manager/City Clerk

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/24/2025 Page 1 of 2

STAFF REPORT
Date: September 24, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Juan Arauz Interim City Managers/Community Development Director/ Executive Directors
By: Daniela Trujillo, Administrative Analyst
Subject: Award a Professional Services Agreement to Ruth Villalobos & Associates, Inc. (RVA) for Preliminary Permit Inquiries for Site 1 (LA River) of the Los Angeles River Area Improvement Project - ABP-001

RECOMMENDATION
City Council is requested to approve a Professional Services Agreement (PSA) with Ruth Villalobos & Associates, Inc. (RVA) for preliminary permit inquiries for Site 1 of the Los Angeles River Area Improvement Project in a not-to-exceed amount of $7,500.

BACKGROUND

1. On June 21, 2022, the City approved a sub-recipient agreement with Caltrans after securing funds from the Clean California Local Grant Program.

2. On March 24, 2025, the City issued a Notice of Inviting Bids for Package 1 (Sites 2, 3, and 4).

3. On April 23, 2025,the bid opening was conducted and 3 bids were received.

4. On May 6, 2025, the City award a Construction Contract to Simgel, Co. in the amount of $3,793,293.

5. On September 11, 2025, the punch list items for Phase 1 of the project were completed by Simgel. The City will begin coordinating Phase 2 once the PSA with RVA is approved.

6. On September 22, 2025, Juan Arauz and Richard Iglesias were appointed as Co-Interim City Managers and signing authority has been lowered to $5,000. Any expenditure that has not yet been approved by the Council over $5,000 must be taken to City Council for approval.

Item Number
4A

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/24/2025 Page 2 of 2

ANALYSIS
The Los Angeles River is Site 1 of the project and may require a Section 408 Permit from the United States Army Corps of Engineers (USACE).

RVA will be responsible for reviewing all project information and coordinating with the city on the preliminary permit inquiries and due diligence process with the USACE. RVA will prepare and submit a "Step 1" submittal package to the USACE to initiate the Section 408 permit process. RVA will follow up with both USACE and the City regarding any comments on the Step 1 submittal. If the USACE requires the City to proceed with a formal Section 408 permit submittal package, RVA will prepare a separate scope proposal.

CONCLUSION
The City Council is recommended to approve the PSA with RVA for preliminary permit inquiries for Site 1 of the Los Angeles River Area Improvement Project to begin Phase 2 of the project.

FINANCIAL IMPACT
The cost for this PSA shall not exceed $7,500 and will be funded through the Clean California Local Grant Program.

ATTACHMENTS
A. Draft PSA between the City of Cudahy and Ruth Villalobos & Associates, Inc.

1 2025

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Preliminary Permit Inquiries for the Los Angeles River Area Improvement Project)
(Parties: Ruth Villalobos & Associates, Inc. (RVA) and City of Cudahy) THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 24th day of September 2025 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and RUTH VILLALOBOS & ASSOCIATES, INC. (RVA) (hereinafter, “CONSULTANT”).

For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS
WHEREAS, CITY requires preliminary permit inquiries for the Los Angeles River Area Improvement Project; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, this Agreement was approved by the City Manager pursuant to his authority under Section 2.12.030(13) of the Cudahy Municipal Code.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

I.

ENGAGEMENT TERMS

1.1 TERM: This Agreement shall have a term of three (3) months, (hereinafter, the “Term”), commencing from the Effective Date. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below.

1.2 SCOPE OF SERVICES:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain proposal of CONSULTANT entitled “Request for Service: Preliminary Permit Inquiries for the City of Cudahy” dated July 29, 2025 (hereinafter, the “CONSULTANT Proposal”) which is attached and incorporated hereto as Exhibit “A”. CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks, and incidental and Attachment A Page 7 of 111
2 customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Services.”

1.3 PROSECUTION OF SERVICES:

A. Time is of the essence for this Agreement and each and every provision contained herein. The Services shall be commenced within three (3) calendar days of CITY’s issuance of a written notice to proceed (“Notice to Proceed”). CONSULTANT shall complete the various tasks identified in the Scope of Services within the timeframes set forth in the Scope of Services and shall complete all of the Services by or before December 30,2025 (the “Completion Date”);
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents; C. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; D. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
F. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

1.4 COMPENSATION: CONSULTANT shall perform the Services in accordance with the “Task Budget” which is attached and incorporated hereto as Exhibit “A” (hereinafter, the “COMPENSATION RATE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of SEVEN THOUSAND FIVE HUNDRED DOLLARS ($7,500) (hereinafter, the “Notto-Exceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the Aggregate Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Aggregate Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

3 1.5 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Services are completed. Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Services, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.7 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Services agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT will deliver to CITY immediately and without delay, all materials, records, and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Services performed up to the time of cessation or abandonment, less a deduction for any damages, costs, or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVE: The CITY hereby designates Raul Diaz, Public Works Director (hereinafter, the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or the City Representative’s designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or the City Representative’s designee.

4 2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Ruth Villalobos, President, to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or Consultant Representative’s designee will supervise and direct the performance of the Services, using his/her best skill and attention, and will be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all Services under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Services and this Agreement and will be available to CITY staff and the City Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or his or her designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges, and agrees to the following:

A. CONSULTANT will perform all Services skillfully, consistent with and adhering to its professional standard of care, that is, the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality; B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative;
C. CONSULTANT will perform all Services in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state, and local laws and regulations, including the conflict of interest provisions of Government Code §1090 and the Political Reform Act (Government Code §§81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection CONSULTANT’s performance of the Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom;
E. CONSULTANT understands the nature and scope of the Services to be performed under this Agreement as well as any and all schedules of performance;

5 F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training, and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications, and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications, and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and, notwithstanding Section 5.2(B), will be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand, and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge, and experience necessary to perform the Services under the standard of care as articulated under section 2.4(A).

2.5 ASSIGNMENT: The skills, training, knowledge, and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement, or the performance of any of CONSULTANT’s duties or obligations under this Agreement, without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Services will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or

6 different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Services contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Services under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like. Notwithstanding any other CITY, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors performing the Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.

2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Services in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Services.

2.8 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state, or local laws to the extent such laws control or otherwise govern the performance of the Services. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the U.S.

Department of Housing and Urbanization.

2.9 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

7 2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand, and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments, or subdivisions of CITY.

CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.

CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt, or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Before commencing the Services, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance: For any owned, non-owned, or hired vehicles used in connection with the performance of this Agreement, CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Services contemplated in this Agreement.

8 D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per claim.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents, and volunteers.

3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands, and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is a material consideration of this Agreement.

Accordingly, CONSULTANT warrants, represents, and agrees that it will furnish CITY with certificates of insurance and endorsements evidencing the coverage required under this Article on ACORD-25 or forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf and will be on forms provided by the CITY if requested. Before commencing the Services, CONSULTANT shall provide CITY with all certificates of insurance and endorsements referenced herein. Upon CITY’s written request, CONSULTANT will also provide CITY with copies of all required insurance policies and endorsements.

9 3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.

3.8 SPECIAL RISKS OR CIRCUMSTANCES: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Any amendment to the insurance requirements of this Article shall be memorialized and approved in the form of a written amendment to this Agreement, signed by the Parties. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void or invalid.

IV.

INDEMNIFICATION

4.1 CITY’s elected and appointed officials, officers, employees, agents, and volunteers (hereinafter, the “ City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law.

CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein Notwithstanding the foregoing, to the extent CONSULTANT’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents, or volunteers.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly

10 for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.6 CITY does not and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

V.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.

CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY

11 may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Services.

CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service, or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service, or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT will cure the following Events of Defaults within the following time periods:
i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation, or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.

Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event

12 of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; and/or (v) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.

13 No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.

CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty, or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

14 VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., §§3789 et seq. and the California False Claims Act, Government Code §§12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement will 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:

15 CITY: CONTRACTOR:

City of Cudahy
Public Works Department
Attn: Raul Diaz
Cudahy City Hall
5220 Santa Ana St.,
Cudahy, CA 90201
Phone: (323) 773-5143
Ruth Villalobos & Associates (RVA)
3602 Inland Empire Blvd.,
Suite C310 Ontario, CA 91764
Attn: Ruth Villalobos
Phone: (909) 245-1127
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate, or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Services required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other independent contractors in connection with the various projects worked upon by CONSULTANT.

6.8 CONFLICTS OF INTEREST:

A. CONSULTANT warrants, represents, and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

B. CONSULTANT may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONSULTANT in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code §81000 et seq.

16 C. CONSULTANT shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code §§1090 et seq. CONSULTANT warrants and represents that no owner, principal, partner, officer, or employee of CONSULTANT is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an owner, principal, partner, officer, employee, agent, or appointee of CONSULTANT was an official, officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONSULTANT warrants that any such individuals did not participate in any manner in the forming of this Agreement. CONTRACTOR understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT. CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.

6.13 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

17 6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section

6.16, above.

6.20 FORCE MAJEURE: The deadline for completing the Services may be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the CITY Representative such delay is justified. The CITY Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.

6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification, or supplement to any one counterpart will

18 be valid or binding unless made to all three counterparts in conformity with Section

6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)

19 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF CUDAHY:

By:

Juan Arauz, Interim City Manager
Date:_______________________

RUTH VILLALOBOS &
ASSOCIATES, INC. (RVA):

By:

Ruth Villalobos, President
Date:_______________________
APPROVED AS TO FORM:

By: _____
Stephanie Arechiga
City Attorney
Date:____________________________
EXHIBIT “A”
9/17/2025

20 CONSULTANT PROPOSAL

3602 Inland Empire Blvd., Suite C310, Ontario, CA 91764 ◆ (909) 245-1127 1 Ruth Villalobos & Associates, Inc.

July 29, 2025
Request for Service: Preliminary Permit Inquiries for City of Cudahy, CA Consultant: Ruth Villalobos & Associates, Inc.

Ruth Villalobos & Associates, Inc. (RVA) is pleased to provide this proposal in response to City of Cudahy (Client) request for service. The Client is requesting RVA to prepare a Scope of Work to initiate process of reviewing existing project material and determining the required permits or discretionary approvals are required from the U.S. Army Corps of Engineers, Los Angeles District (USACE) and CDFW.

PROJECT UNDERSTANDING
The Project site is located along the western bank (looking downstream) adjacent to the Los Angeles River near/between Live Oak Street and Fostoria Street. The proposed project will consist of replacing landscaping, irrigation system, waste containers and light posts adjacent to an existing bike trail. The project is located with the USACE/LACFCD right-of-way and easement.

The project may require a USACE Section 408 permission.

PROPOSAL ASSUMPTIONS
The following assumptions are made in consideration of our proposal:

1. The Client will provide all engineering support, including drawings, studies, and comprehensive project design descriptions for permit processing.

2. The Client will provide for review the CEQA document and any/all technical studies.

3. Participate in one (1) pre-application meeting with USACE and Client.

4. This proposal is based on the level of effort anticipated to be needed based on experience on recent projects and with the current Federal and State laws, policies, and requirements in place at the time of this proposal. If new laws or policies are enacted subsequent to the preparation of this proposal, additional effort and associated budget may be required.

SCOPE OF WORK:

The following tasks will be conducted as part of the above defined efforts:

PERMIT INQUIRIES DUE DILIGENCE
Task 1 – Preliminary Permit Inquiries Due Diligence
RVA will be responsible for the review of all project information and facilitate with the Client the preliminary permit inquiries due diligence progression with the Corps. RVA will prepare and submit to the USACE a “Step 1” submittal package to initiate the 408 permission process. RVA will follow up with USACE and Client on any/all comments to the Step 1 submittal. Should the

3602 Inland Empire Blvd., Suite C310, Ontario, CA 91764 ◆ (909) 245-1127 2 USACE require the Client to continue with a formal 408 permission submittal package then RVA will prepare a separate scope proposal.
a. Deliverables:
• Regular communication with and status updates for Client on preliminary permit inquiries due diligence.

Task Budget
Services outlined in the scope will be billed monthly on a time and materials basis with a not-toexceed budget of $7,500.

It is very difficult to estimate the amount of time and effort required to coordinate with the agencies to obtain preliminary permit requirements. This is typically due to, but not limited to, the following:
changes in federal regulations, new federal case law, implementation of new policies and procedures, and turn over in agency project manager and technical discipline leads assigned to process the permit. RVA has long-standing and deep relationships with the agencies from executive positions to all supervisors and their staff.

RVA appreciates the opportunity to provide permit support services. If you have any questions or need any clarifications, please feel free to contact me via email [email protected] or at (909) 685-5942 or Juan Villalobos [email protected] at (909) 289-0621.

Sincerely,
Ruth Villalobos
President

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/24/2025 Page 1 of 2

STAFF REPORT
Date: September 24, 2025
To: Honorable Mayor and City Council
From: Juan Arauz, Interim City Manager
Paloma McEvoy, Assistant City Attorney
Subject: Adoption of Resolution No. 25-55 Approving the Purchase of Real Property Located at 4730 Santa Ana, Assessor Parcel Number (APN) 6224-018-007

RECOMMENDATION
The City Council is requested to adopt Resolution No. 25-55:
• Determining that the proposed actions in the Resolution are not subject to the California Environmental Quality Act (“CEQA”) because the actions do not authorize or approve any development and therefore no further action is required under CEQA. • Approving the purchase of the real property located at 4730 Santa Ana, Assessor Parcel Number (APN) 6224-018-007.

BACKGROUND

1. The real property located at 4730 Santa Ana, Assessor Parcel Number (APN) 6224-018- 007 (“Property”) is owned by an affiliate of Primestor Development, Inc. (“Primestor”), 4730 Santa Ana Cudahy, LLC, a Delaware limited liability company.

2. On June 20, 2023, the City Council approved Resolution No. 23-30 authorizing the execution of an agreement (“Put Agreement”) with Primestor which granted Primestor the right and option to sell the Property to the City (the “Put”).

3. On May 15, 2025, Primestor provided written notice of its exercise of its Put (“Put Exercise Notice”).

4. On May 29, 2025, Primestor delivered a purchase and sale agreement for the sale of the Property to the City (the “Purchase and Sale Agreement”).

Item Number
5A

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/24/2025 Page 2 of 2

5. On July 30, 2025, the City and Primestor executed the First Amendment to the Put Agreement (“Put Amendment”) which extended the date of the City’s performance under the Exercise Notice to September 30, 2025. The Put Agreement as amended by the Put Amendment is hereby referred to as the “Amended Put Agreement.”

6. Pursuant to the terms of the Amended Put Agreement, the City is contractually required to purchase the Property at a specified price by September 30, 2025.

ANALYSIS
Under the Put Agreement, Primestor had the right at any time prior to July 30, 2025, to elect to exercise the Put, at its sole discretion. In accordance with the right afforded under the Put Agreement, Primestor validly exercised the Put on May 15, 2025, but the time for the City’s performance was subsequently extended to September 30, 2025 by the Put Amendment. The terms of the Amended Put Agreement require the City to purchase the Property at a price specified in its terms by September 30, 2025, and require that the City enter into a purchase and sale agreement for the Property reflecting specified terms and conditions.

CONCLUSION
Due to the binding requirement of the Amended Put Agreement, City Council is requested to approve the purchase of the Property by adopting Resolution No. 25-55.

FINANCIAL IMPACT
The purchase price is anticipated at $1,549,580.00 pursuant to the notice provided by Primestor on May 15, 2025, but may be increased due to additional capital costs that have been incurred from the date of the notice through the date of escrow closing.

ATTACHMENTS
A. Resolution No. 25-55
B. Purchase and Sale Agreement
C. Put Agreement
D. First Amendment to Put Agreement
E. Put Exercise Notice

RESOLUTION NO. 25-55

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUDAHY AUTHORIZING AND APPROVING THE
PURCHASE OF REAL PROPERTY LOCATED AT 4730

SANTA ANA STREET, ASSESSOR PARCEL NUMBER
(APN) 6224-018-007
WHEREAS, the City of Cudahy (“City”) is a general law city, incorporated under the laws of the State of California.

WHEREAS, Government Code Section 37350 provides that a city may purchase real property.

WHEREAS, on June 20, 2023, the City Council approved Resolution No. 23-30 authorizing the execution of an agreement (the “Put Agreement”) with Primestor Development, Inc. (“Primestor”) whereby the City agreed to grant Primestor the right and option (“Put”) to sell to the City that certain real property located at 4730 Santa Ana Street, Assessor Parcel Number (APN) 6224-018-007 and more particularly described in the legal description attached as Exhibit “A” (the “Property”).

WHEREAS, the Put Agreement establishes a purchase price for the Property upon exercise of the Put (the “Purchase Price”).

WHEREAS, pursuant to the terms of the Put Agreement, on May 15, 2025, Primestor provided written notice of its exercise of the Put (“Exercise Notice”), which is attached and incorporated herein as Exhibit “B”.

WHEREAS, pursuant to the terms of the Put Agreement, on May 29, 2025, Primestor delivered a purchase and sale agreement for the sale of the Property to the City (“Purchase and Sale Agreement”), a draft of which is attached and incorporated herein as Exhibit “C”.

WHEREAS, on July 30, 2025, City and Primestor entered into the First Amendment to the Put Agreement (“Put Amendment”), which extended the date of the City’s performance under the Exercise Notice to September 30, 2025, which is attached and incorporated herein as Exhibit “D”.

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 about are true and correct and incorporated in full, herein.

Section 2. The City Council hereby authorizes the City Manager or his designee(s) to take any action, including but not limited to the execution and delivery of the Purchase and Sale Agreement, opening of an escrow account, execute the Certificate of Acceptance, a draft of which is attached and incorporated herein as Exhibit “E”, and payment of the Purchase Price, and to execute and deliver any documents and do all things which, in consultation with the City Attorney Attachment A Page 31 of 111
are deemed necessary and advisable in order to effectuate the acquisition of the Property consistent with the Put Agreement in furtherance of the purpose and intent of this Resolution.

Section 3. The City Attorney is hereby authorized to make clarifying changes to such documents, including but not limited to the Purchase and Sale Agreement, as necessary to effectuate the intent of the foregoing Purchase and Sale Agreement.

Section 4. 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, therefore no further action is required.

Section 5. This Resolution shall take effect upon adoption.

ADOPTED, SIGNED AND APPROVED this 24th day of September, 2025. ___________________________
Elizabeth Alcantar Loza
Mayor

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 25-55 was passed and adopted by the City Council of the City of Cudahy, signed by the Mayor and attested by the City Clerk at a special meeting of said Council held on the 24th day of September 2025 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

___________________________
Richard Iglesias
City Clerk

EXHIBIT “A”

LEGAL DESCRIPTION

Description of Property
The land referred to herein is situated in the State of California, County of Los Angeles, City of Cudahy and described as follows:

That portion of Lot 187 of Tract No. 180, in the City of Cudahy, County of Los Angeles, State of California as per map recorded in Book 13 Page 198 of Maps, in the Office of the County Recorder of said County, described as follows:

Beginning at a point in the Northerly line of said Lot, distant South 82° 50' 25” East thereon 4.94 feet from the Northwest corner of said Lot, thence South 4° 34' 45” West 155.11 feet to the Easterly prolongation of the Northerly line of Lot 186 of said Tract No. 180; thence along said Easterly prolongation, South 82° 52' 25” East 43.12 feet, more or less, to the Westerly line of the Easterly 50.00 feet of said Lot 187; thence along said Westerly line, North 7° 08' 35” East 154.94 feet, more or less, to the Northerly line of said Lot 187; thence along said Northerly line, North 82° 50' 25” West 50.06 feet to the point of beginning.

APN: 6224-018-007
(End of Legal Description)

EXHIBIT “B”

EXERCISE NOTICE

EXHIBIT “C”

PURCHASE AND SALE AGREEMENT

EXHIBIT “D”

PUT AMENDMENT

D o cu s i g n Envel ope I D : 6 D5556 92-SE0B-4806-B 233- AF 7 308 80 3A3 3 F.IRSI.AM.EN DM E NT TO PUT AGREFM ENT
This FIRSTAMENDMENTTO PUTAGREEMENT ("FirstAmendment") is made as of this 30s day of July, 2025 to the Put Agreement entered into on June 30, 2A23 (Agreement"), by and between PRIMESTOR DEVELOPMENT, lNC., a Nevada corporation ("Primestor"), and the CITY OF CUDAHY a California municipal corporation ("City"). Primestor and City shall individually be referred to as "Party" or collectively, as "Parties" as the case may be.

A. WHEREA$, City owns five parcels of property located along the northern frontage of Santa Ana Street (APNs 6224-018-911, 6224-018-912, 6224-A18-913,6224-018- 914, 6224-01 8-915) ("City Property").

B, WHEREAS, Primestor has purchased a property located al473A SantaAna Street (APN 6228-014-007) ("Property") which is the subject of the Agreement and this First Amendment.

C. WHEREAS, Primestor expressed an interest in incorporating the Property into a larger project which includes the City Property.

D. WHEREAS, the Parties entered into negotiations in which they agreed it would be in the Parties' mutual best interests if the Property and City Property (collectively, "Project Area") were redeveloped as a part of one cohesive project which contains commercial uses, as well as the contemplated scope of development for the Project Area and the disposition of the City Property to Primestor.

E. WHEREAS, all of the parcels which comprise the Project Area carry a land use designation of Entertainment and are located within the corresponding Entertainment Zone, F, WHEREAS, to facilitate the development of the ProjectArea, Primestor and City entered into that certain Agreement dated June 30, 2023, which is set to expire July 30,2025.

G. WHEREAS, pursuant to Paragraph 5 of the Agreement, Primestor exercised the Put by delivering an Option Exercise Notice to the City on May 15,2425. 140512914,8

Docusign Envelope lD: 6D555692-5E08-4806-8233-AF7308803A33 H, WHEREAS, following the delivery of the Option Exercise Notice the Parties reaffirmed their mutual best interest if the City Property and Property were redeveloped into one cohesive commercial project.
l. WHEREAS, in connection with the foregoing negotiations and for the purpose of facilitating their joint development of the Project Area, Primestor has agreed to rescind the Option Exercise Notice, and the Parties have agreed to extend the Put Period and otherwise to amend the Agreement as set forth herein.

NOW THEREFORE, for good faith and consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
[JBST AMEr-IDMENT

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

2. Extension o_f Put Ootion bv Primestor. Primestor hereby extends the date for the City's performance under the Put exercised under this Agreement pursuant to the Option Exercise Notice delivered May 1 5,2025 until September 30, 2025 or until the Parties enter into a disposition and development agreement for the redevelopment of the Project Area, whichever first occurs.

3. Put Period, Paragraph 3 of the Agreement shall be deleted in its entirety and replaced with the following:
'3. Put Period. The term of the Put (the 'Put Period') shall commence on the first (1st) day of the thirteenth month anniversary of the Effective Date of the Agreement and shall be withdrawn by Primestor on September 3A, 2025, or upon the Parties entering into a disposition and development agreement ('DDA), whichever first occurs, or, if not withdrawn, the exercise shall remain in effect. 2 140512914,8

Docus ign Envelope I D : 6 D555692-5E08-4806-B 233-AF7308803A3 3 Notwithstanding the Parties'obligation to negotiate and potentially enter into a DDA for the redevelopment of the Project Area, the Parties each maintain their respective rights to exercise the Option and Put if the Parties fail to enter into a DDA." 4, Disoosition and DeveloomentAoreement. Paragraph 12 is added to the Agreement as follows:
'12, Acknowledgements. The Parties also acknowledge and agree as follows:

A. To use commercially reasonable good faith efforts to negotiate and enter into a DDA during the term of this Agreement, The DDA shall provide for minimum elements for commercial development, including but not limited to the construction of at least one commercial building,
B, The City acknowledges that Primestor requires a 'drive-through' facility as a part of the scope of development for the Project Area in order for the development to be financially viable. The Parties agree and acknowledge that drive-through facilities are permitted through the issuance of a conditional use permit ('CUP') in the Commercial Mixed Use ('CMU'l Zone only and is expressly prohibited in the Entertainment ('Ent,') Zone,
C. The Parties acknowledge and agree the Property carries an Entertainment land use designation and is located in the Ent. Zone which currently prohibits a drive-through use.

D, Primestor acknowledges and agrees that nothing in this Agreement shall bind the City Council, Planning Commission, committee, board or body, officers, or directors of the City regarding any approval of the use of the Property or City Property including without limitation, the approval of any permit(s) or entitlement(s) caused to be secured by Primestor.

E. The City acknowledges Primestor's desire to cause the scope of development ("Scope of Development') for the Property and Project Area to 3 140512914,8

Docusign Envelope I D: 60555692-SE0B-4806-8233-AF7308803A33 include a drive-through facility for the Project which shall be included in a DDA to be entered into by the Parties prior to the expiration of this Agreement.

F. Primestor acknowledges the City's desire to cause of Scope of Development to be included in the DDA, Primestor further acknowledges and agrees to terminate this Agreement if the Scope of Development is financially viable and the other terms and conditions of the DDA are otherwise acceptable to it in its sole discretion.

G. Nothing in this Agreement, nor any action by the Parties with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required City approval by the City, or waiver or exercise of any legislative discretion of the City regarding any application, approval, or other matter relating to Primestor's intended use of development of the Property or City Property. The Parties acknowledge and agree that this Agreement is not a statutory development agreement pursuant to Government Code Section 65864 ef s69."

5. Defined Terms. All terms not otherwise defined in this First Amendment shall have the same meaning as in the Agreement.
6, Counteroartq. This FirstAmendment may be executed in counterparls, each which shall be deemed an original and all of which when taken together shall constitute one and the same document.

7. Unmodified. Except as specifically modified herein, the Agreement shall remain in full force and effect.
4 1 40512914.8

Docusign Envelope I D : 6D555692-5E08-4806- 8233. AF7 308803A3 3 lN WITNESS WHEREOF, the undersigned representing all of the parties have executed this First Amendment as of the date first written above. ,,QIIY"

THE CITY OF CUDAHY,
a California municipal corporation
By',
,rffir,
PRIMESTOR DEVELOPMENT, INC.,
a Nev ada corporation
byz
City
By:
5 140512914.8

EXHIBIT “E”

CERTIFICATE OF ACCEPTANCE

2025

CITY OF CUDAHY

CERTIFICATE OF ACCEPTANCE OF DELIVERY OF A GRANT DEED BY A PUBLIC AGENCY
4730 Santa Ana Street, Cudahy California 90201
APN: 6224-018-007
This is to certify that the interest in real property, conveyed by the grant deed, dated _____________, 2025, from 4730 Santa Ana Cudahy, LLC, a Delaware limited liability company to the City of Cudahy, a municipal corporation and government entity, is hereby accepted by the undersigned officer on behalf of the City Council of the City of Cudahy on _____________, 2025, pursuant to authority conferred by Section 2 of Resolution No. 25-55, adopted by the City Council of the City of Cudahy on September 24, 2025.

The undersigned is the Interim City Manager of the City of Cudahy. The City of Cudahy is the “GRANTEE” in the within instrument.

The undersigned hereby certifies that the City Council of the City of Cudahy has authorized the undersigned to accept the delivery of the grant deed for public purposes and the GRANTEE consents to recordation thereof by its duly authorized officer.

GRANTEE

CITY OF CUDAHY, a public body,
corporate and politic
Date: By:

Juan Arauz
Interim City Manager
APPROVED AS TO FORM:

Stephanie Arechiga
City Attorney
[Notary acknowledgement attached]

STATE OF CALIFORNIA )
) ss.

COUNTY OF LOS ANGELES )
On ___________________ before me, __________________ (here insert name and title of the officer), personally appeared (insert name(s) of signer(s)) 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.

Attachment B

Attachment C

D o cu s i g n Envel ope I D : 6 D5556 92-SE0B-4806-B 233- AF 7 308 80 3A3 3 F.IRSI.AM.EN DM E NT TO PUT AGREFM ENT
This FIRSTAMENDMENTTO PUTAGREEMENT ("FirstAmendment") is made as of this 30s day of July, 2025 to the Put Agreement entered into on June 30, 2A23 (Agreement"), by and between PRIMESTOR DEVELOPMENT, lNC., a Nevada corporation ("Primestor"), and the CITY OF CUDAHY a California municipal corporation ("City"). Primestor and City shall individually be referred to as "Party" or collectively, as "Parties" as the case may be.

A. WHEREA$, City owns five parcels of property located along the northern frontage of Santa Ana Street (APNs 6224-018-911, 6224-018-912, 6224-A18-913,6224-018- 914, 6224-01 8-915) ("City Property").

B, WHEREAS, Primestor has purchased a property located al473A SantaAna Street (APN 6228-014-007) ("Property") which is the subject of the Agreement and this First Amendment.

C. WHEREAS, Primestor expressed an interest in incorporating the Property into a larger project which includes the City Property.

D. WHEREAS, the Parties entered into negotiations in which they agreed it would be in the Parties' mutual best interests if the Property and City Property (collectively, "Project Area") were redeveloped as a part of one cohesive project which contains commercial uses, as well as the contemplated scope of development for the Project Area and the disposition of the City Property to Primestor.

E. WHEREAS, all of the parcels which comprise the Project Area carry a land use designation of Entertainment and are located within the corresponding Entertainment Zone, F, WHEREAS, to facilitate the development of the ProjectArea, Primestor and City entered into that certain Agreement dated June 30, 2023, which is set to expire July 30,2025.

G. WHEREAS, pursuant to Paragraph 5 of the Agreement, Primestor exercised the Put by delivering an Option Exercise Notice to the City on May 15,2425. 140512914,8
Attachment D Page 100 of 111
Docusign Envelope lD: 6D555692-5E08-4806-8233-AF7308803A33 H, WHEREAS, following the delivery of the Option Exercise Notice the Parties reaffirmed their mutual best interest if the City Property and Property were redeveloped into one cohesive commercial project.
l. WHEREAS, in connection with the foregoing negotiations and for the purpose of facilitating their joint development of the Project Area, Primestor has agreed to rescind the Option Exercise Notice, and the Parties have agreed to extend the Put Period and otherwise to amend the Agreement as set forth herein.

NOW THEREFORE, for good faith and consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
[JBST AMEr-IDMENT

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

2. Extension o_f Put Ootion bv Primestor. Primestor hereby extends the date for the City's performance under the Put exercised under this Agreement pursuant to the Option Exercise Notice delivered May 1 5,2025 until September 30, 2025 or until the Parties enter into a disposition and development agreement for the redevelopment of the Project Area, whichever first occurs.

3. Put Period, Paragraph 3 of the Agreement shall be deleted in its entirety and replaced with the following:
'3. Put Period. The term of the Put (the 'Put Period') shall commence on the first (1st) day of the thirteenth month anniversary of the Effective Date of the Agreement and shall be withdrawn by Primestor on September 3A, 2025, or upon the Parties entering into a disposition and development agreement ('DDA), whichever first occurs, or, if not withdrawn, the exercise shall remain in effect. 2 140512914,8

Docus ign Envelope I D : 6 D555692-5E08-4806-B 233-AF7308803A3 3 Notwithstanding the Parties'obligation to negotiate and potentially enter into a DDA for the redevelopment of the Project Area, the Parties each maintain their respective rights to exercise the Option and Put if the Parties fail to enter into a DDA." 4, Disoosition and DeveloomentAoreement. Paragraph 12 is added to the Agreement as follows:
'12, Acknowledgements. The Parties also acknowledge and agree as follows:

A. To use commercially reasonable good faith efforts to negotiate and enter into a DDA during the term of this Agreement, The DDA shall provide for minimum elements for commercial development, including but not limited to the construction of at least one commercial building,
B, The City acknowledges that Primestor requires a 'drive-through' facility as a part of the scope of development for the Project Area in order for the development to be financially viable. The Parties agree and acknowledge that drive-through facilities are permitted through the issuance of a conditional use permit ('CUP') in the Commercial Mixed Use ('CMU'l Zone only and is expressly prohibited in the Entertainment ('Ent,') Zone,
C. The Parties acknowledge and agree the Property carries an Entertainment land use designation and is located in the Ent. Zone which currently prohibits a drive-through use.

D, Primestor acknowledges and agrees that nothing in this Agreement shall bind the City Council, Planning Commission, committee, board or body, officers, or directors of the City regarding any approval of the use of the Property or City Property including without limitation, the approval of any permit(s) or entitlement(s) caused to be secured by Primestor.

E. The City acknowledges Primestor's desire to cause the scope of development ("Scope of Development') for the Property and Project Area to 3 140512914,8

Docusign Envelope I D: 60555692-SE0B-4806-8233-AF7308803A33 include a drive-through facility for the Project which shall be included in a DDA to be entered into by the Parties prior to the expiration of this Agreement.

F. Primestor acknowledges the City's desire to cause of Scope of Development to be included in the DDA, Primestor further acknowledges and agrees to terminate this Agreement if the Scope of Development is financially viable and the other terms and conditions of the DDA are otherwise acceptable to it in its sole discretion.

G. Nothing in this Agreement, nor any action by the Parties with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required City approval by the City, or waiver or exercise of any legislative discretion of the City regarding any application, approval, or other matter relating to Primestor's intended use of development of the Property or City Property. The Parties acknowledge and agree that this Agreement is not a statutory development agreement pursuant to Government Code Section 65864 ef s69."

5. Defined Terms. All terms not otherwise defined in this First Amendment shall have the same meaning as in the Agreement.
6, Counteroartq. This FirstAmendment may be executed in counterparls, each which shall be deemed an original and all of which when taken together shall constitute one and the same document.

7. Unmodified. Except as specifically modified herein, the Agreement shall remain in full force and effect.
4 1 40512914.8

Docusign Envelope I D : 6D555692-5E08-4806- 8233. AF7 308803A3 3 lN WITNESS WHEREOF, the undersigned representing all of the parties have executed this First Amendment as of the date first written above. ,,QIIY"

THE CITY OF CUDAHY,
a California municipal corporation
By',
,rffir,
PRIMESTOR DEVELOPMENT, INC.,
a Nev ada corporation
byz
City
By:
5 140512914.8

Attachment E

Blank Page

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
09/24/2025

STAFF REPORT
Date: September 24, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Richard Iglesias, Interim City Manager/City Clerk/Executive Director Subject: Consideration to Approve Letter to Governor Newsom Requesting to Veto AB715

RECOMMENDATION
The City Council is requested to approve the attached letter urging Governor Newsom to veto AB 715.

BACKGROUND/CONCLUSION
At the regular meeting on Tuesday, September 16th, Vice Mayor Dr. Gonzalez requested the City Council submit a letter to Governor Newsom, urging him to veto AB 715. This letter advocates for protection against discrimination, investment in ethnic studies, culturally responsive training, and restorative practices, as well as protect academic freedom and promote media literacy to combat online misinformation. This letter stresses the significance of the Governor’s decision for the future of inclusive democracy and educational justice in California.

FINANCIAL IMPACT
None.

ATTACHMENTS
A. Letter (Draft)

Item Number
5B

September 24, 2025
The Honorable Gavin Newsom RE: AB 715 – as amended 09/09/2025 Governor of California REQUEST FOR VETO - California must 1021 O Street, Suite 9000 not lead the nation into censorship Sacramento, CA 95814
Dear Governor Newsom,
As elected officials, we write to you on behalf of the City of Cudahy with deep urgency to urge you to veto AB 715. We represent families who have long been excluded from curriculum, from power, and from the dominant narratives taught in our public schools. And we are sounding the alarm, not just for our students, but for the democratic soul of California.

We are deeply disturbed that a Democratically-led state, our state, is advancing a bill that is based on censorship. If enacted, AB 715 will set a dangerous national precedent, aligning California with the very forces that seek to suppress truth, silence dissent, and erase the lived experiences of marginalized communities.

Democracy depends on education. Education depends on truth. And truth must include the full, complex, and sometimes uncomfortable realities of our histories, identities, and political conditions. It is important to note that the values embedded in AB 715 include curricular censorship, teacher punishment, and vague restrictions on academic discourse. These are the same values driving book bans and curriculum purges across the country.

In the past, we have witnessed a strong stance against book bans. We have heard you denounce governors who have implemented strict restrictions on what can be taught. You have affirmed California as a state of equity, truth, and freedom. However, if you sign AB 715 into law, your action will reflect the oppressive agenda that you have rightly opposed, a repressive agenda that silences teachers, limits students’ thinking, and sanitizes education that excludes the experiences and perspectives of marginalized people. As leaders from Southeast Los Angeles, where families know displacement, deportation, redlining, gang violence, and state neglect firsthand, we know how important it is for our children to see their truth in the classroom.

We ask you to veto this bill and instead:
● Provide equal protection against Islamophobia, anti-Arab, anti-Blackness, anti-Latinx, and other forms of hate.
● Invest in ethnic studies, culturally responsive training, and restorative practices. ● Protect academic freedom and the right to teach about controversial topics without fear of punishment.
● Uphold public education as a place of liberation, that is inclusive of all voices. ● Invest in media literacy to prevent youth from consuming online propaganda Attachment A Page 110 of 111
We thank you for your leadership. This is one of the most consequential decisions you will make, not just for curriculum policy, but for whether California continues to stand as a beacon of inclusive democracy, educational justice, and truth-telling.

Sincerely,
Elizabeth Alcantar Loza
Mayor, City of Cudahy