Agenda packet — Montebello City Council, February 22, 2023 (part 1 of 5)

CITY OF MONTEBELLO

CITY COUNCIL AND SUCCESSOR AGENCY JOINT REGULAR MEETING

WEDNESDAY, FEBRUARY 22, 2023 AT 5:00 PM

CITY HALL COUNCIL CHAMBERS
1600 WEST BEVERLY BOULEVARD

MONTEBELLO, CALIFORNIA

CITY COUNCIL/SUCCESSOR AGENCY
David N. Torres, Mayor/Chairperson
Scarlet Peralta, Mayor Pro Tem/Vice Chairperson
Angie M. Jimenez, Councilmember/Member
Salvador Melendez, Councilmember/Member
Georgina Tamayo, Councilmember/Member

CITY MANAGER/EXECUTIVE DIRECTOR
René Bobadilla

CITY TREASURER
David Matanga

COUNCIL/SUCCESSOR AGENCY

ATTORNEY
Arnold M. Alvarez-Glasman

CITY CLERK/BOARD SECRETARY
Christopher Jimenez

DEPARTMENT HEADS
Assistant City Manager
Fire Chief
Police Chief
Director of Finance
Director of Human Resources
Director of Planning/Community Development
Director of Public Works
Director of Recreation and Community Services
Director of Transportation
Director of Public Affairs and Technology
Arlene Salazar
Fernando Pelaez
Paul Espinosa
Michael Solorza
Nicholas Razo
Joseph Palombi
James Enriquez
David Sosnowski
Adrianna Kendricks
Michael Chee

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February 22, 2023: City Council and Successor Agency Meeting

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NOTICES
COVID-19 NOTICE: The City Council rescinded the Declaration of the Local Emergency and the continuation of teleconferencing open meetings pursuant to AB 361 by adopting Resolution No. 22-21 on Wednesday, April 13, 2022. This City Council/Successor Agency Joint Regular Meeting ("Council"/"SA") will be held in person and will meet at City Hall – City Council Chambers, 1600 West Beverly Boulevard, Montebello, California. The meeting will be live streamed and can be watched on the City’s website and YouTube Channel via the following link:
https://www.montebelloca.gov, and may also be viewed on Spectrum Public Access Channel 3 for all Spectrum cable subscribers.

AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act (ADA) any person with a disability who requires special accommodations in order to participate in a meeting should contact the Administration Office at (323) 887-1437 Monday-Thursday from 7:30 a.m.-5:30 p.m. Please call 48 hours prior to the meeting to ensure that reasonable arrangements can be made to provide accessibility to this meeting (28 CFR 35.102-35.104 ADA Title II 1203). If you require translation services, please contact the City Clerk’s office 72 hours before this meeting. Si necesita servicios de traducción, comuníquese con la Oficina del Secretario Municipal 72 horas antes de esta reunión. 如果您需要翻译服务，请在会议前 72 小时联系市书记员办公室

RULES OF DECORUM:

As Established by Ordinance 2443, adopted on October 27, 2021: Signs, placards, banners, horns, noise-making devices, or other similar items shall not be permitted in the audience during a Public Meeting if the presence of such item disturbs, disrupts or otherwise impedes the orderly conduct of the meeting. All persons attending a public meeting shall remain seated in the seats provided, unless addressing the body at the podium or entering or leaving the meeting.

No member of the audience shall willfully interrupt the orderly conduct at the meeting, this includes clapping or otherwise speaking from their seats. The presiding officer shall direct the removal of any individual whose willful interruption renders infeasible the orderly conduct of the meeting. In the event the removal of the individual or individuals willfully interrupting the meeting does not restore order, the presiding officer may order the meeting room cleared and continue in session. Speakers shall not engage in willful conduct which interrupts the meeting or interferes with the orderly conduct of the meeting. Any person who becomes boisterous while addressing the Council/SA or who otherwise disrupts the orderly conduct of the Council/SA’s business shall be subject to removal from the Chambers after being admonished by the presiding officer.

PUBLIC COMMENTS:

In-Person: For those interested in participating during the Public Comment period(s) or public testimony period for Public Hearings of the City Council/SA meetings, you may address the City Council/SA in person the day of the meeting.

Speakers will be required to fill out a speaker card provided at the door and turn it into the Sr. Deputy City Clerk prior to each Public Comment announcement period. Staff will number and call each speaker card in the order received. Closed Session begins at 5:00 p.m. and Regular Session begins no later than 6:00 p.m.

Via Email: The public may also submit emailed comments via the City’s email address:
[email protected], up until the day of the meeting, Wednesday, February 22, 2023 by 3:00 p.m.

These comments will be submitted to all members of the City Council/SA and may not be read aloud but will be entered into the record of the proceedings to the extent they relate to matters listed on the posted agenda or otherwise address matters/issues within the subject matter jurisdiction of the City Council/SA. Any requests to provide public comment which is submitted after the deadlines indicated above will not be submitted to the City Council/SA, with the exception of non-agenda written item comments which will be held over for the next regularly scheduled meeting.

AGENDA MATERIALS: The agenda and/or agenda packet are available for public inspection at City’s website at: Agendas, Minutes, and Videos.

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IN CONSIDERATION OF OTHERS, PLEASE TURN OFF, OR MUTE, ALL CELL PHONES AND PAGERS

THANK YOU FOR YOUR COOPERATION

OPENING CEREMONIES

CALL TO ORDER

ROLL CALL

PUBLIC COMMENTS FOR CLOSED SESSION
At this time, the general public may address the City Council/SA on Closed Session Items. Please be aware that the maximum time allotted for members of the public to speak on Closed Session Items shall not exceed three (3) minutes per person. State Law prohibits the City Council/SA from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor.

CLOSED SESSION 5:00 P.M.

The City Attorney shall provide a briefing on the item listed for Closed Session as follows:

1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Government Code Section 54956.9(d)(1)
Neighborhood Elections Now, et al. v. City of Montebello LASC Case No. 23STCV01567

REGULAR SESSION NO LATER THAN 6:00 P.M.

CLOSED SESSION REPORT

INVOCATION

PLEDGE OF ALLEGIANCE

CORRECTIONS TO THE AGENDA CITY MANAGER

CEREMONIAL/PRESENTATIONS

PUBLIC COMMENTS ON NON-AGENDA AND AGENDA ITEMS (30 MINUTES) At this time, the general public may address the City Council/SA on both non-agenda and agenda items. Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker. State Law prohibits the City Council/SA from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

PUBLIC HEARING

2. ADOPT RESOLUTION NO. 23-19 APPROVING A PROPOSED SUBSTANTIAL AMENDMENT NUMBER 1 TO THE FY 2021-22 CDBG/HOME ANNUAL ACTION PLAN TO APPROVE THE HOME INVESTMENT

PARTNERSHIP AMERICAN RESCUE ALLOCATION PLAN AND TO INCLUDE THE HOME-ARP FUNDS AND

ACTIVITIES

RECOMMENDATION: It is recommended that the City Council:

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1. Conduct a Public Hearing on the HOME- American Rescue Plan (ARP) Allocation Plan and consider any testimony received during the hearing; and

2. Adopt Resolution No. 23-19 approving Substantial Amendment Number 1 to the Fiscal Year 2021-22 Annual Action Plan to include the Home Investment Partnership (HOME) - American Rescue (ARP) Allocation Plan, certifying that the City of Montebello has followed its adopted Community Participation Plan, allocating $1,088,770 in HOME-ARP funds to eligible HOME-ARP Activities such as Development of Affordable Rental Housing and Administration and Planning of the HOME-ARP Program; and

3. Take such additional, related action that may be desirable.

REGULAR BUSINESS

3. ADOPT RESOLUTION NO. 23-16, CITY OF MONTEBELLO MEMBERSHIP IN THE GATEWAY CITIES

AFFORDABLE HOUSING TRUST, A JOINT POWERS AUTHORITY

RECOMMENDATION: It is recommended that the City Council:

1. Adopt Resolution No. 23-16 approving execution of the Joint Exercise of Powers Agreement relating to the City's membership in the Gateway Cities Affordable Housing Trust; and

2. Authorize the Mayor to execute the Gateway Cities Affordable Housing Trust Joint Powers Authority (JPA) Agreement.

4. ADOPT CITY COUNCIL RESOLUTION NO. 23-18 / SUCCESSOR AGENCY RESOLUTION NO. 23-04, APPROVING THE PURCHASE, SALE, AND AFFORDABLE HOUSING DEVELOPMENT AGREEMENT NO. 4075, RELOCATION PLAN AND APPRAISAL FOR PHASE 1 PROJECT SITE AMONG THE CITY OF MONTEBELLO AND THE MONTEBELLO SUCCESSOR AGENCY (“SELLERS”) AND THE MONTEBELLO AFFORDABLE HOUSING, LP 112, 114, 121, 124, 128 AND 132 SOUTH 6TH STREET GRAND, CITY OF MONTEBELLO (“DEVELOPER”)

RECOMMENDATION: It is recommended that the City Council / Successor Agency:

1. Adopt City Council Resolution No. 23-18/ Successor Agency Resolution No. 23-04, approving a Purchase, Sale, and Affordable Housing Agreement No. 4075 (Attachment A) among the City of Montebello (“City”), Montebello Affordable Housing and Cesar Chavez Foundation (“CCF”), Relocation Plan (Attachment C) and Appraisal (Attachments D-E) for Phase 1 project site – a proposed three (3) and four (4) story residential building with approximately sixty-three (63) affordable housing units with 1 to 3 bedrooms, with parking and related amenities located at four (4) vacant City owned (and one Successor Agency-owned) parcels at 112, 114, 121, 124, and 132 South 6th Street (APN No.: 6349-005-900, 901, 902, and 903), and 128 and 128 ½ South 6th Street (APN No.: 6349-005-006), owned by CCF, to allow the construction, use, and maintenance of an affordable housing development; and

2. Take such additional, related, action that may be desirable.

5. CONSIDERATION AND ADOPTION OF RESOLUTION NO. 23-17 ESTABLISHING RULES OF ORDER FOR

THE CONDUCT OF ALL CITY COUNCIL AND SUCCESSOR AGENCY MEETINGS, PROCEEDINGS AND

BUSINESS

RECOMMENDATION: It is recommended that the City Council:

1. Consider and adopt Resolution No. 23-17 establishing rules of order for the conduct of all City Council and Successor Agency meetings, proceedings, and business; and

2. Provide further direction for a date to conduct a Study Session to review the rules of procedure; and

3. Take other action as directed by the City Council.

6. REVIEW OF COUNCIL ASSIGNMENT TO THE CAPITAL PROJECTS COMMITTEE - ALAMEDA CORRIDOR

EAST AUTHORITY AND STREETS AD HOC

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RECOMMENDATION: It is recommended that the City Council:

1. Review and take action to fill assignments to the Capital Projects Committee - Alameda Corridor East Authority and Streets Ad Hoc.

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine. Any items a Councilmember wishes to discuss should be designated at this time. All other items may be approved in a single motion. Such approval will also waive the reading of any ordinance.

7. NORTH CONCOURSE AVENUE STREET IMPROVEMENT PROJECT (CP NO. 880) – NOTICE OF

COMPLETION

RECOMMENDATION: It is recommended that the City Council:

1. Accept the North Concourse Avenue Street Improvement Project (CP No. 880), as completed by All American Asphalt; and

2. Find that the requested “Changes in Work” for the project (Attachment A) have no significant effect on the environment and approve the changes in the aggregate amount of $214,621; the final contract amount with All American Asphalt is $435,854; and

3. Approve the Final Total Project Budget (Attachment B); and

4. Authorize the City Clerk to execute, verify and file the Notice of Completion (Attachment C) with the Los Angeles County Registrar-Recorder; and

5. Authorize the City Manager to release the retention payment due to All American Asphalt following the mandatory waiting period from the date the Notice of Completion is recorded; and

6. Take such additional, related, action that may be desirable.

8. ADOPT RESOLUTION NO. 23-14 APPROVING PURCHASE AND SALE AGREEMENT NO. 4077 FOR THE PROPOSED DISPOSITION OF REAL PROPERTY LOCATED AT 5055 PASSONS BOULEVARD, PICO RIVERA, CA 90660 (LOS ANGELES COUNTY ASSESSOR’S PARCEL NO. 6377-007-270) AND

AUTHORIZING THE CITY MANAGER TO EXECUTE THE PURCHASE AND SALE AGREEMENT ON BEHALF

OF THE CITY OF MONTEBELLO

RECOMMENDATION: It is recommended that the City Council:

1. Adopt Resolution No. 23-14 approving the disposition of real property, approving the material terms of Purchase and Sale Agreement No. 4077 (attached here in substantial form) authorizing the sale of the Property to the City of Pico Rivera, and authorizing the City Attorney and the City Manager (and/or designee), to finalize negotiations and the agreement (with the exception of any material changes), leading up to the execution of all documents related to said agreement.

9. AUTHORIZATION TO ISSUE A REQUEST FOR PROPOSALS (RFP NO. 23-8) FOR A COMPUTER-AIDED

DISPATCH/AUTOMATIC VEHICLE LOCATION SYSTEM

RECOMMENDATION: It is recommended that the City Council:

1. Approve issuing a Computer-Aided Dispatch/Automatic Vehicle Location System Request for Proposal, No. 23-8 (RFP No. 23-8); and

2. Take such additional, related action that may be desirable.

10. PAYMENT OF BILLS: ADOPT RESOLUTION NO. 23-15 APPROVING THE CITY WARRANT REGISTER OF DEMANDS DATED FEBRUARY 22, 2023

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RECOMMENDATION: It is recommended that the City Council:

1. Adopt Resolution No. 23-15 approving the Warrant Register dated February 22, 2023.

11. APPROVAL OF MINUTES: NOVEMBER 10, 2022 SPECIAL CITY COUNCIL AND PUBLIC FINANCING AUTHORITY MEETING; DECEMBER 14, 2022 CITY COUNCIL AND PUBLIC FINANCING AUTHORITY MEETING; DECEMBER 21, 2022 CITY COUNCIL AND PUBLIC FINANCING AUTHORITY ADJOURNED MEETING; AND DECEMBER 21, 2022 SPECIAL CITY COUNCIL MEETING.

RECOMMENDATION: It is recommended that the City Council:

1. Approve minutes as is.

AB 1234 TRAVEL REPORTS
Members of the City Council will provide a brief report on meetings attended at the expense of the local agency as required by Government Code Section 53232.3(d).

COUNCIL ORALS
Council member announcements; requests for future agenda items; conference/meetings reports. • Georgina Tamayo, Councilmember
• Angie M. Jimenez, Councilmember
• David N. Torres, Mayor

1. San Gabriel Valley COG Alameda Corridor East project update and town halls.

2. Request for council consensus to establish a policy for quarterly reports on contracts entered into using authority granted by the City Manager.

3. Request for council consensus to establish a policy for responding to resident questions on social media.

4. Request for council consensus to receive a memo on the status of fiber internet in Montebello.

5. Request for council consensus directing staff to research the feasibility and implementation of an equitable annual speed hump program.

• Scarlet Peralta, Mayor Pro Tem
• Salvador Melendez, Councilmember

ADJOURNMENT
The City of Montebello will adjourn to the next Regular Meeting on March 8, 2023 at 6:00 p.m. which can be live streamed at https://www.montebelloca.gov (Click on Live Stream).

I, Alicia Fernandez, Sr. Deputy City Clerk for the City of Montebello hereby certify that a copy of this agenda has been posted on or before Sunday, February 19, 2023 by 5:00 p.m.

Alicia Fernandez, Sr. Deputy City Clerk

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ITEM # 2

CITY OF MONTEBELLO

CITY COUNCIL AND SUCCESSOR AGENCY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, City Manager

BY: Joseph Palombi, Director of Planning & Community Development

SUBJECT: ADOPT RESOLUTION NO. 23-19 APPROVING A PROPOSED SUBSTANTIAL AMENDMENT NUMBER 1 TO THE FY 2021-22

CDBG/HOME ANNUAL ACTION PLAN TO APPROVE THE HOME

INVESTMENT PARTNERSHIP AMERICAN RESCUE ALLOCATION

PLAN AND TO INCLUDE THE HOME-ARP FUNDS AND ACTIVITIES

DATE: February 22, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Conduct a Public Hearing on the HOME- American Rescue Plan (ARP) Allocation Plan and consider any testimony received during the hearing; and

3. Take such additional, related action that may be desirable.

FISCAL IMPACT:

Adoption of the HOME-ARP Allocation Plan positions the City to receive $1,088,770 in new HOME-ARP entitlement funds. The amendment to the Fiscal Year 2021-22 CDBG/HOME Annual Action Plan must be approved by the Department of Housing and Urban Development (HUD) prior to these funds being made available. It is unknown when this approval will be received, therefore no budget amendment is being requested at this time. Staff will either return at a later date to present a budget amendment to the current fiscal year's budget (FY 2021-22), or include these specific funds as part of the Fiscal Year 2023-24 budget development process.

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CITY COUNCIL AND SUCCESSOR AGENCY AGENDA REPORT - MEETING OF FEBRUARY 22, 2023

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BACKGROUND/DISCUSSION:

The $1.9 trillion American Rescue Plan Act (ARPA) was passed on March 11, 2021 as a response to the COVID-19 pandemic and established numerous programs to provide direct payments to individuals, businesses and governments, as well as tax credits and other programs aimed at alleviating the negative impacts fo the pandemic Of the numerous programs established by ARPA, one was a special, one-time allocation of Home Investment Partnerships Program-American Rescue Plan (HOME-ARP) funds to reduce homelessness and increase housing stability across the country.

As a HOME-participating jurisdiction, the City received a one-time allocation of $1,088,770 in HOME-ARP funds from the U.S. Department of Housing and Urban Development (HUD). These funds are intended to address the need for housing and supportive services for the city’s homeless population. HOME-ARP Funding must primarily benefit qualifying individuals and families who are homeless, at-risk of homelessness, or other vulnerable populations. Funds can be used for a limited number of activities, including 1) administration and planning activities, 2) acquisition, rehabilitation and construction or rental housing, 3) provision of supportive services, 4) tenant based rental assistance, 5) acquisition and development of non-congregate shelter units, and 6) non-profit operating and capacity building. HUD issued guidance for the utilization of the HOME-ARP funds through CPD-Notice 21-10 on September 12, 2021, to ensure the funds are intended to benefit qualifying populations and be used for specific activities not normally permitted under the HOME program.

HUD must approve a HOME-ARP Allocation Plan (the Plan) for participating jurisdictions in order to receive HOME-ARP funds. The Plan includes a summary of the consultation and public participation process, needs assessment, gaps analysis, planned activities, and housing production and preservation goals. The Allocation Plan is included as Attachment B.

Per the direction of HUD, the City will submit a substantial amendment to the Fiscal Year 2021-22 Annual Action Plan to include the HOME- ARP Allocation Plan and eligible activities in the Integrated Disbursement and Information System (IDIS).

ENVIRONMENTAL:

Approval of the HOME-ARP Allocation Plan is not considered a project under the California Environmental Quality Act (“CEQA”) Guidelines Section 15378 as it is a funding mechanism that does not involve a commitment to specific projects that may result in a potentially significant physical impact on the environment. The City will conduct an environmental review under the National Environmental Protection Act (NEPA) for the activity proposed before taking any action.

ANALYSIS:

HOME-ARP funds must be used to assist individuals/households who are homeless, at risk of homelessness, or other vulnerable populations (e.g., individuals fleeing domestic

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violence). HOME-ARP funds can be used to provide affordable housing, tenant-based rental assistance, supportive services, and non-congregate shelter. The City is proposing to use its HOME-ARP funds to support the Development of Affordable Rental Housing (Project) and towards the planning and administration costs which are both eligible activities.

Per HUD guidance, City staff consulted with stakeholders and members of the public to identify the highest needs in the City regarding the qualifying populations and eligible activities. Through these consultation efforts it was identified that the highest need is for affordable housing units in the City. The City’s total HOME-ARP allocation is $1,088,770.

As allowed by the HOME-ARP regulations, $88,770 will be used for the planning and administration of the grant and staff is proposing to allocate the remaining $1,000,000 to a project which will provide affordable Rental Housing to the qualifying populations as identified by HUD. This would include an agreement with a Community Housing Development Organization that has capacity to develop affordable housing as defined by HUD guidelines.

Vista Del Monte Affordable Housing Inc, an affiliate of the Cesar Chavez Foundation is proposing an 81 unit residential development project consistent with the Production and Preservation of Affordable Housing (HOME-ARP Rental Housing). Although all four qualifying populations may apply for the Rental Housing that will become available, the City of Montebello will provide preferences to at risk of homelessness population and fleeing or attempting to flee: Domestic Violence, Domestic Dating, and Sexual Assault, Stalking or human trafficking populations. The use of these preferences is based on local housing needs and will address the unmet need or gap in benefits and services received by individuals and families in the qualifying populations, consistent with the City’s needs assessment and gap analysis prepared by City Staff between November 2022 through February 2023.

The City Staff identified the gaps within its current shelter and housing inventory as well as the service delivery system. Staff used current data, including point in time count, housing inventory count, or other data available through CoCs, and consultations with service providers to quantify the individuals and families in the qualifying populations and their need for additional housing, shelter, or services. The City also identified and considered the current resources available to assist qualifying populations, including congregate and non-congregate shelter units, supportive services, Tenant Based Rental Assistance, and affordable and permanent supportive rental housing.

All eligible qualifying population applicants will be selected in chronological order for a HOME-ARP rental project. The City will comply with the nondiscrimination requirement and equal opportunity laws and requirement and any other applicable fair housing and civil rights laws and requirements when applying preferences, including, but not limited to, those requirements listed in 24 CFR 5.105(a).

SUMMARY:

Subsequent to approval from the City Council, the Substantial Amendment Number 1 to the Fiscal Year 2021-22 Annual Action Plan along with the Draft HOME-ARP Allocation

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Plan will be submitted to HUD for final approval. Subrecipient agreements will be amended to reflect the re-allocation amounts. Funding associated with the programmatic uses will be appropriated in the proper accounts and reflected in the HOME-ARP Budget subsequent to receiving HUD approval. Based on the unknown timing of the approval, no budget amendment is being requested at this time. Staff will either return at a later date to present a budget amendment, or include these specific funds as part of the Fiscal Year 2023-24 budget development process.

ATTACHMENT(S)

1. Attachment A - Resolution No. 23-19

2. Attachment B - Draft HOME-ARP Allocation Plan

3. Attachment C - Proof of Publication

NEXT STEPS:

N/A

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RESOLUTION NO. 23-19

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

MONTEBELLO, CALIFORNIA, APPROVING AND AUTHORIZING THE

CITY MANAGER, OR HIS DESIGNEE TO SUBMIT TO HUD A
SUBSTANTIAL AMENDMENT NUMBER 1 TO THE FY 2021-2022

CDBG/HOME ANNUAL ACTION PLAN TO APPROVE THE HOME-ARP

ALLOCATION PLAN AND TO INCLUDE THE HOME-ARP FUNDS AND

ACTIVITIES

RECITALS
WHEREAS, the Department of Housing and Urban Development (“HUD”), issued a Notice of Requirements for the Use of Funds in the HOME-American Rescue Plan Program (“Notice”) dated September 13, 2021 under the HOME-ARP funds; and WHEREAS, HUD is authorized to provide up to $1,088,770 under the HOME-ARP distribution of funds for the City of Montebello, California (“City”); and WHEREAS, the City is an eligible Local government who has created an allocation plan to receive funds to administer one or more eligible activities, for one or more eligible qualifying populations are defined by HUD;
WHEREAS, City staff published a public notice announcing the availability of the draft HOME-ARP Allocation Plan in the Montebello News on January 19, 2023, triggering a 30-day public comment period of the plan; and
WHEREAS, on February 22, 2023, the City Council of the City of Montebello (“City Council”) held a duly noticed public hearing to consider adoption of the draft HOME-ARP Allocation Plan

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

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

SECTION 2. The City Council approves and ratifies the Substantial Amendment number 1 to the City’s FY 2021-2022 Annual Action Plan.

SECTION 2.The City is hereby authorized and directed to receive a HOME-ARP allocation in an amount not to exceed $1,088,770, in accordance with all applicable rules and laws.

SECTION 3. The City Council hereby agrees to use the HOME-ARP funds for eligible activities as approved by HUD and in accordance with all Program requirements, Guidelines, other rules and laws, as well as in a manner consistent and in compliance with the Standard Agreement and other contracts between the City and HUD.

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RESOLUTION NO. 23-19

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SECTION 4. The City’s HOME-ARP Allocation Plan for the 2021 allocation is attached to this resolution, and the City hereby adopts this HOME-ARP Allocation Plan and certifies compliance with all public notice, public comments, and public hearing requirements in accordance with the guidelines.

SECTION 5. The City Manager, or his designee, is authorized to execute the HOME-ARP allocation plan and any subsequent amendments or modifications thereto, as well as any other documents which are related to the program or the HOME-ARP allocation awarded to the City, as HUD may deem appropriate.

SECTION 6. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify to the passage and adoption of this resolution.

APPROVED AND ADOPTED THIS 22nd DAY OF FEBRUARY 2023.
_______________________________
David N. Torres, Mayor
ATTEST:APPROVED AS TO FORM:

________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )
I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 23-19 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 22 nd day of February 2023 and that said Resolution was adopted by the following vote, to-wit:

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RESOLUTION NO. 23-19

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AYES:

NOES:

ABSTAIN:

ABSENT:

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE:

Christopher Jimenez, City Clerk

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DRAFT

HOME-ARP ALLOCATION PLAN

HOME Investment Partnerships (HOME) Program
American Rescue Plan

February 22, 2023

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VERSION HISTORY
No. Summary of Changes
1 Published Draft for Public Comment: 1/19/2023 Sent to HUD for Approval:
3/30/2023
Conducted Public Hearing: 2/22/2023 Approved by HUD: TBD Original HOME-ARP Allocation Plan.

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Table of Contents
Executive Summary………………………………………………………….…………………6
Introduction………………………………………………………………………………………7
HOME-ARP Eligible Qualifying Populations and Activities………………………………...8 Stakeholder Consultation and Public Participation………………………………………….9 Stakeholder Consultation……………………………………………………………………....9 Organizations Consulted by Organization Type and Method of Consultation…………..10 Summary of Feedback Received from Consulted Organizations………………………...11 Public Participation………………………………………………………….………………...13
Efforts to Broaden Public Participation……………………………………………………...14 Comments and Recommendations Received …………………………….………............14 Comments and Recommendations Not Accepted and Reasons Why…………………..15 Needs Assessment and Gap Analysis………………………………………………...........15 Housing Inventory Count (HIC)………………………………………………………………15 Size and Demographic Composition of Qualifying Populations…………………………..16 Sheltered Homeless Populations…………………………………………………………....16 Unsheltered Homeless Populations…………………………………………………………16 At-risk of Homelessness ………………………………………………………….………….17
Fleeing or Attempting to Flee Domestic Violence, Dating Violence, Sexual Assault, Stalking or Human Trafficking………………………………………………………………..17 Other Populations……………………………………………………………………………..18
Currently housed and at risk of repeat homelessness…………………………………….18 At greatest risk of housing instability – Households with incomes < 30% AMI and experiencing severe housing cost burden…………………………………………………..18 At greatest risk of housing instability – Households with incomes 30-50% AMI that meet HUD’s §91.5 definition of at risk of homelessness…………………………………………18 Unmet Housing Needs of Qualifying Populations…………………………..…………...…19 Unmet Service Needs of Qualifying Populations………………………………………….20 Current Resources Available to Assist Qualifying Populations…………………………..21 Current Congregate Beds and Non-congregate Shelter Units...........................……….21 Current Supportive Services.………………………………………………………………...22 Current Tenant-based Rental Assistance………………………………………………..…22 Current Affordable and Permanent Supportive Rental Housing………………………....22 Shelter, Housing and Service Delivery System Gaps………………………………….….22 Shelter Gap…………………………………………………………………………………….22
Shelter Gap Methodology………………………………………………………………….…22
Tenant-based Rental Assistance Gap………………………………………………….......22

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Tenant-based Rental Assistance Gap Methodology………………………………………23 Affordable and Permanent Supportive Rental Housing Gap……………………………..22 Affordable and Permanent Supportive Rental Housing Gap Methodology……………..23 Service Delivery System Gaps and Methodology………………………………………….24 Characteristics of Housing Associated with Increased Risk of Homelessness for Other Populations……………………………………………………………………………..………24
Priority Needs for Qualifying Populations …….…………………………………………….25 HOME-ARP Activities ………………………………………………………………..…….…25
Uses of HOME-ARP Funding………………………………………………………..…….…25
Rationale for Uses of HOME-ARP Funding………….……………………………..………26 HOME-ARP Housing Production Goals…………………………………………………..…26 Preferences……………………………………………………...……………………..………27
HOME-ARP Refinancing Guidelines……………………………………………………...…27

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Executive Summary
The City of Montebello has been allocated $1,088,770 of HOME-American Rescue Plan Act (HOME-ARP funding from the US Department of Housing and Urban Development (HUD). To receive the HOME-ARP allocation, the City must develop a HOME-ARP Allocation Plan to identify the City’s need assessments and service gaps as it relates to HOME-ARP qualifying populations (QPs); it also outlines the City’s consultation process with public agencies. The HOME-ARP Plan that will become part of the City’s PY2021 HUD Annual Action Plan by substantial amendment.

HUD encourages participation in the HOME-ARP Allocation Plan by stakeholders and the general public therefore, the City engaged in consultation with stakeholders, the general public, and public agencies working with QPs, which included, virtual consultation sessions, surveys of stakeholders and the public, a 30-day public comment period, and a public hearing.

The needs assessment and gap analysis identified the following needs and gaps within the City:
• In 2022, the Greater Los Angeles Homeless count for the city of Montebello revealed that 227 people were unsheltered on the streets, in tents or makeshift shelters, or in cars, vans, or RVs.
• 2014-2018 CHAS Data from HUD reported 3,770 households with incomes at or below 30% AMI are at risk of homelessness in the City.
• The 2015-2019 HUD CHAS data indicates there are 4,580 renter households with an annual income at or below 30% AMI with a cost burden making them at greatest risk of facing housing instability.
• The 2015-2019 CHAS data reports that there are 3,925 households with incomes more than 30% AMI and but equal to or less than 50% AMI that are at risk of homelessness in the City because of at least one of the housing problems as defined by HUD.
• The greatest need for supportive services are in the areas of housing search/counseling services, mental health, landlord/tenant support, job placement, food, transportation and rental assistance.

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To address these needs within the community, the City will utilize HOME-ARP funds for the provision of supportive services, capacity building in the nonprofit community, and administration and planning for the HOME-ARP program.

The City will solicit applications from developers, service providers, and/or nonprofits to administer eligible activities and/or develop shelter and housing.

A Notice of Funds Available (NOFA) will be issued. The NOFA will, at a minimum, specify eligible activities, eligible applicants, minimum and maximum funding amounts, application thresholds, and will provide instructions on how to submit a proposal.

Introduction
The City of Montebello has been awarded $1,088,770 of HOME-American Rescue Plan Act (HOME-ARP) funding by the US Department of Housing and Urban Development (HUD). The City of Montebello must develop a HOME-ARP Allocation Plan that will be incorporated into its PY2021 HUD Annual Action Plan by substantial amendment to receive the HOME-ARP allocation. There are several elements that must be included in the HOME-ARP Allocation Plan:

1. A summary of the consultation process and the results of consultation;

2. A summary of comments received through the public participation process and a summary of any comments or recommendations not accepted and the reason why;

3. A description of HOME-ARP qualifying populations within the jurisdiction;

4. An assessment of unmet needs of each qualifying population;

5. An assessment of gaps in housing and shelter inventory, homeless assistance and services, and homelessness prevention service delivery system;

6. A summary of planned use of HOME-ARP funds for eligible activities based on the unmet needs of the qualifying populations;

7. A proposed estimate of the number of housing units for qualifying populations the City will produce or preserve with its HOME-ARP allocation;

8. An estimate of the number of housing units for qualifying populations the PJ will produce or preserve with its HOME-ARP allocation; and

9. A description of any preferences for individuals and families in a particular qualifying population or a segment of a qualifying population; and

10. Certifications and SF-424, SF-424B, and SF-424D Forms.

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The HOME-ARP grant is administered by the following entities responsible for developing the Allocation Plan.

Table 1 – Responsible Agencies
Agency Role Name Department/Agency
Housing Manager City of Montebello Planning and Community Development

HOME-ARP Eligible Qualifying Populations and Activities The Department of Housing and Urban Development's CPD Notice 21-10 Requirements for the Use of Funds in the HOME-ARP Program outlines the requirements for funds appropriated under section 3205 of the American Rescue Plan Act of 2021 for the HOME Investment Partnerships Program (HOME) to help address homelessness.

In accordance with the American Rescue Plan Act (ARP), qualifying populations, are defined as:

1. Homeless, as defined in section 103(a) of the McKinney-Vento Homeless Assistance Act;

2. At risk of homelessness, as defined in section 401 of the McKinney-Vento Homeless Assistance Act;

3. Fleeing or attempting to flee domestic violence, dating violence, sexual assault, or stalking (as defined by HUD in 24 CFR 5.2003) or human trafficking (as outlined in the Trafficking Victims Protection Act of 2000 as amended [22 USC 7102]); and

4. Part of other populations, where providing supportive services or assistance under section 212(a) of the National Affordable Housing Act 42 USC 12472(a) would:
a. Prevent a family’s homelessness;
b. Serve those with the greatest risk of housing instability.

HOME-ARP funds may be used to benefit qualifying populations through any of the following eligible activities:

1. Tenant-based Rental Assistance (TBRA);

2. Development and support of affordable housing;

3. Provision of supportive services;

4. Acquisition and development of non-congregate shelter;

5. Nonprofit capacity building and operating assistance; and

6. Program planning and administration.

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Stakeholder Consultation and Public Participation
A HOME-ARP Participating Jurisdiction, such as the City of Montebello, must consult with agencies and service providers who serve HOME-ARP qualifying populations.

Agencies that must, at a minimum, be consulted include the Continuum of Care serving the jurisdiction’s geographic area, homeless and domestic violence service providers, veterans’ groups, public housing agencies (PHAs), public agencies that address fair housing, civil rights, and the needs of persons with disabilities.

Each Participating Jurisdiction is also required to provide the public with the opportunity to comment on the proposed Allocation Plan, including the amount of HOME-ARP funds to be received and the range of activities that may be undertaken.

Several methods were employed by City staff to ensure broader input into the HOME- ARP Allocation Plan from stakeholders and the public, including a virtual consultation session, a stakeholder survey, a 30-day public comment period, and a public hearing.

Stakeholder Consultation
The City of Montebello consulted with representatives from multiple agencies, groups, and organizations involved in the development of affordable housing, addressing homelessness, and the provision of services to qualifying populations in preparing this HOME-ARP Allocation Plan.

A virtual session was held February 9, 2022. Representatives from multiple agencies, groups, and organizations were invited via email to attend. Those unable to attend were invited to submit written comments via emails or schedule a phone call to share their views.

The virtual consultation session included and overview of the HOME-ARP notice to inform attendees of the qualifying populations and eligible activities, an opportunity to ask clarifying questions, a request for input into needs and gaps, and priority populations and activities, and an overview of the Allocation Plan timeline and process.

The Los Angeles Homeless Services Authority (LAHSA), the lead agency for the Los Angeles Continuum of Care (CoC), held a virtual session to provide their recommendations to jurisdictions being allocated funds. That session was held February 9, 2022, and attended by staff and representatives of the City. LAHSA also provided a written memorandum outlining their HOME-ARP funding recommendations

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There were two more virtual consultations held by City staff on December 15, 2022 and January 5, 2023. Stakeholders and the public were invited to attend. A notice was published in the local newspaper with details of the first virtual consultation. The City’s website and social media accounts also provided information regarding the virtual consultations.

The virtual consultation sessions encompassed a summary of the HOME-ARP notice to inform attendees of the qualifying populations and eligible activities, an opportunity to ask clarifying questions, a request for input into needs and gaps by inviting them to take a survey, and priority populations and activities, and an overview of the Allocation Plan timeline and process.

Two survey instruments were designed and available online for agencies/organizations and the general public. The surveys allowed the organizations and the public to provide their feedback regarding the qualifying populations and eligible activities and services to identify the perceived needs and the best approach to carry out those activities for the community. For the organizations or general public that were not able to attend the virtual consultations on December 15, 2022 and January 5, 2023, they were able to participate through the survey.

The City received surveys that were completed by 9 representatives out of 11 agencies.

All HUD-required agency types were represented in either the virtual session or the survey or by email.

Organizations Consulted by Type and Method of Consultation Table 2 – Organizations Consulted by Type and Method
Agency/ Organization
Consulted Type of Agency/Organization Method of
Consultation
Los Angeles Homeless
Services Authority
(LAHSA)
Continuum of Care, addresses needs of qualifying
populations including homeless
Agency-Sponsored
Virtual Session
Housing Rights Center
Nonprofit, addresses needs of qualifying
populations including provider of civil rights,
disabled, and fair housing services to the City
Email
response/survey
Los Angeles County
Development Authority
(LACDA) formally known
as Housing Authority
Public Housing Agency, addresses needs of
qualifying populations, serves as public housing
authority to the city
Email
response/survey

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County of Los Angeles
(HACOLA)
Public Housing Agency, addresses needs of
qualifying populations, serves as public housing
authority to the city
Virtual
Session/Survey
Montebello Community
Assistance Program
(MCAP)
Homeless Service provider, addresses needs of
qualifying populations
Virtual
Session/Survey
Volunteers of America
Los Angeles (VOALA)
Nonprofit, addresses needs of qualifying
populations including veterans and homeless
Email
response/survey
Heart of Compassion
(HOC)
Nonprofit, addresses needs of qualifying
populations including homeless
Virtual Session/
Survey
Habitat for Humanity of
Greater Los Angeles
Nonprofit, addresses needs of qualifying
populations including homeless
Email
response/survey
Catholic Charities Nonprofit, addresses needs of qualifying populations including homeless
Email
response/survey
Jovenes Inc Nonprofit, addresses needs of qualifying
populations including homeless
No response to
Survey
East Los Angeles Women
Center
Domestic Violence Service Provider, non-profit
which addresses needs of qualifying populations
including domestic violence
Email
response/survey
Whittier First Day Nonprofit, addresses needs of qualifying populations including homeless
No response to
Survey

Summary of Feedback Received from Consulted Organizations The table below identifies that the Consultations revealed strong support for the following:

Table 3 – Rating Current Need for Eligible Activities by Organizations Eligible Activities High Need
Mid/High
Need Mid/Low
Need Lowest Need
Development of Affordable Housing X
Tenant Based Rental Assistance X
Services (e.g., case management,
legal services, moving costs
assistance, etc.)
X
Acquisition/Development of Non‐
Congregate Shelter Units (i.e.,
emergency shelter provided in
individual rooms rather than a
traditional homeless shelter)
X

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Development of affordable housing. Participants in the virtual session agreed in the need for additional affordable housing, specifically permanent supportive housing.

Those replying to the survey also all agreed the there was “mid/high need” for this type of housing. There was discussion of various populations, represented by the agencies assembled, for need of both stable housing and services including case management.

Tenant-based rental assistance (TBRA). Regarding affordable housing, many attendees mentioned the need to increase availability of a TBRA program and as a bridge to the development of affordable housing. The survey identified that this was a “high need”.

Provision of supportive services. Many examples of supportive services were mentioned in the virtual session. Among the services mentioned as being in high demand for HOME-ARP activities were the following:

1. Mental Health

2. Permanent Housing

3. Food and Clothing

4. Rental Assistance

5. Case Management

6. Financial Education

7. Legal Aid

8. Transportation Assistance

9. Workforce Development

10. Housing Counseling

11. Navigation

12. Job placement

13. Landlord/Tenant Support

14. Social Services
The surveys identified that the provision of Services is considered a “high need.” Acquisition and development of non-congregate shelter. Many participants mentioned the need for shelter in general and for specific populations including families, those fleeing domestic violence and other situations, the elderly and single people. Although there are currently no emergency shelter beds in the City of Montebello, the City does operate a program called Operation Stay Safe which is a 30-unit tiny home community that houses homeless individuals in the City. With the amount of available funds, most thought a shelter could not be acquired or developed due to the high costs.

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In their memorandum and their agency sponsored virtual session, the Los Angeles Homeless Services Authority (LAHSA) provided recommendations for the use of HOME-ARP funds within Los Angeles County. They advocated that a “balance of resources within the homeless services system is critical to ensure effective operations” and recommended a ration of five permanent housing resources for every interim housing bed. That balance informs their recommendations:

1. Acquisition of permanent housing resources if other funds are available to leverage for the purchase of multi-unit buildings, scattered sites properties, or individual units.

2. Master leasing, which is not outlined in the HOME-ARP guidance but is being explored through conversations between LAHSA and HUD.

3. Supportive services that support emergency housing vouchers and services based in problem solving, prevention and diversion to prevent the need for interim housing or accessing the homeless services system.

Public Participation
To provide opportunities for public participation, the City of Montebello published a notice of funding availability in the Daily Journal newspaper on December 1, 2022 which announced the availability of the HOME ARP funds and it invited the public and agencies to attend a virtual consultation to discuss eligible uses of the HOME ARP Funds. This notice was also published on the City’s website in the Public Notice and Housing Division section. City staff also promoted the consultation on the social media platforms for the public and agencies which service the qualifying populations notifying them of the opportunity to participate in the virtual consultation sessions that were held on December 15, 2022. In an effort to broaden public participation, a third virtual consultation was organized by City staff on January 5, 2023.

In addition to an invitation to the virtual consultation session, the public was asked to complete an online survey regarding their views of the level of need for the eligible activities and qualifying populations as described by the CPD Notice 21-10. Those unable to attend, or who had further comments after the virtual session were invited to email them directly to City staff. If any comments are received, the HOME-ARP Plan will be updated to reflect this information.

There were 69 participants who participated in the online survey that was made available to the public. As a result of the surveys, it has been identified that Affordable Housing Development and Supportive Services are the highest needs in the City of

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Montebello. Additionally, surveys identified a medium to high need for non-congregate shelters and rental assistance.

Table 5 – Rating Current Need for Eligible Activities by General Public Eligible Activities High Need
Mid/High
Need Mid/Low
Need Lowest Need
Development of Affordable Housing X
Tenant Based Rental Assistance X
Services (e.g., case management,
legal services, moving costs
assistance, etc.)
X
Acquisition/Development of Non‐
Congregate Shelter Units (i.e.,
emergency shelter provided in
individual rooms rather than a
traditional homeless shelter)
X

A combined notice of public comment period and public hearing was published in the Daily Journal newspaper on January 19, 2023. The Daily Journal is a newspaper of general circulation. The notice was also published on the City’s Website in the Public Notice and Housing Division section and on the City’s social media platforms. The notice included the public comment period of January 19, 2023 to February 22, 2023 and identified the public hearing date as February 22, 2023. The City of Montebello follows the applicable fair housing and civil rights requirements and procedures for effective communication, accessibility and reasonable accommodations for person with disabilities.

Efforts to Broaden Public Participation
To broaden public participation, a third virtual consultations was held on January 5, 2023. Members of the public were invited via social media to attend the virtual consultation session held in the formulation of the Allocation Plan.

Public Comments and Recommendations Received
A summary of comments and recommendation received during the public comment period and at the public hearing will be included prior to the submission of this Allocation Plan to HUD.

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Public Comments and Recommendations Not Accepted and Reasons Why If any, a summary of comments and recommendations received but not accepted and the reasons why will be included prior to the submission of this Allocation Plan to HUD.

Needs Assessment and Gap Analysis
As part of the needs assessment and gap analysis, it is necessary to examine the size and demographic composition of HOME-ARP qualifying populations, as well as their unmet needs. In addition, the needs assessment and gap analysis must identify any gaps within its current shelter and housing inventory, and service delivery system. This needs assessment and gap analysis focuses on the following:

1. Sheltered and unsheltered homeless populations;

2. Currently housed populations at risk of homelessness;

3. Other families requiring services or housing to prevent homelessness; and

4. Those at greatest risk of housing instability or unstable housing situations.

Housing Inventory Count
A Housing Inventory County (HIC) provides helpful context for identifying the number and type of beds and units available on any given night for individuals and families.

There are a few housing types such as emergency housing, rapid rehousing and permanent supportive housing.

Emergency housing beds include emergency shelter and transitional housing; emergency shelter generally allows for short-term or nightly stays, while transitional housing generally allows for a stay up to 24 months. Both types of emergency housing may include supportive services designed to facilitate movement to independent living.

Rapid rehousing provides security and utility deposits and/or monthly rental and utility assistance for rental units that rent for less than the fair market rent. Assistance is generally provided for the shortest period of time necessary for a household to gain stable housing and can range from 3 to 24 months. Permanent supportive housing provides for an unlimited lease term; residents receive services necessary to promote continued housing stability.

Although the housing types mentioned above are not offered directly through the City of Montebello, the City continues to work with partners in Service Planning Area (SPA) 7 to provide housing types such as the ones mentioned above to the community. The City

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of Montebello is also a part of the Local Coordinating Alliance 2 through the Gateway Cities Council of Governments Regional Resources which assist the Homeless Community or person/s At Risk of Homelessness.

The Fire Department of the City of Montebello has developed a tiny home program called Operation Stay Safe to help meet the immediate needs of individuals experiencing homelessness in the City and it will be a bridge to permanent housing.

Operation Stay Safe hosts 30 tiny home units. Participants are selected through local street outreach and are assigned a unit for the duration of their stay, avoiding the daily lines associated with traditional emergency shelter. The site provides bridge housing, a temporary placement, while connecting clients to permanent housing. The target length of stay will be 90 days, allowing the site to serve up to 100 individuals in a year. The site provides privacy fencing and secured entry for the benefit of participants and neighbors.

Each unit provides a bed, shelves, overhead light, AC/heat, an outlet, and a door that locks. The site also provides shared restroom, shower, and laundry facilities as well as a communal meal space offering participants increased access to hygiene and a sense of community.

Size and Demographic Composition of Qualifying Populations The City of Montebello staff participates in the annual homeless count to identify unsheltered homeless populations. The February 2022 point-in-time (PIT) count of both sheltered and unsheltered homelessness published by Los Angeles Homeless Services Authority (LAHSA), the lead Continuum of Care agency, is used for this analysis.

Sheltered Homeless Populations
The 2022 sheltered point-in-time count identified 0 people experiencing sheltered homelessness in the City of Montebello on February 2020. People are considered sheltered when they are residing in emergency shelter or transitional housing, but not when they are receiving rapid rehousing assistance or residing in permanent supportive housing.

LAHSA leads the “official” PIT count in Los Angeles County and does not report demographics or family status.

Unsheltered Homeless Populations

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The 2022 unsheltered point-in-time count identified 227 people experiencing unsheltered homelessness on February 2022. Among individuals experiencing unsheltered homelessness:
• 97 (42.8%) were on the street
• 6 (2.7%) were in makeshift shelters
• 35 (15.3%) were in cars
• 13 (5.6%) were in vans
• 39 (17.2%) were in tents
• 37 (16.4%) were in RVs/campers
At-risk of Homelessness
Households with incomes at or below 30% AMI are considered at risk of homelessness and lack sufficient resources or support networks to prevent homelessness. These households have also:

1. Have moved more than two times due to economic reasons in the past 60 days, or

2. Are doubled up with another household due to economic hardship, or

3. Will be evicted within 21 days, or

4. Live in a hotel or motel without financial assistance from a nonprofit or government entity, or

5. Live in an efficiency apartment and are overcrowded, or

6. Are exiting a publicly funded institution or system of care The HUD Comprehensive Housing Affordability Strategy (CHAS) 2015-2019 data provides information on severe housing problems and housing cost burden to household income among households that include more than one family, by household income level. This CHAS data indicates that there are approximately 4,580 households with incomes at or below 30% AMI that are at risk of homelessness in the City.

Fleeing or Attempting to Flee Domestic Violence, Dating Violence, Sexual Assault, Stalking or Human Trafficking
The State of California Department of Justice maintains statistics on domestic violence statewide by jurisdiction in the Open Justice portal. In 2021, the local law enforcement agencies responded to a total of 295 calls related to domestic violence. Of these calls:

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 148 calls involved a weapon
 1 domestic incidents involved a firearm
 2 domestic incidents involved a knife or cutting instruments  9 domestic incidents involved other dangerous weapon
 135 domestic incidents involved personal weapons (i.e. feet or hands, etc.)  0 calls involved strangulation and suffocation
 0 domestic incidents involved strangulation
 0 domestic incidents involved suffocation

Therefore, if each one of these calls represented a household with member(s) who required housing assistance, it can be estimated that there were up to 295 households in 2021 who were in need of some form of housing assistance. The form of housing assistance required may vary depending on the specific circumstances of each case.

Other Populations
Other populations, as defined by HOME-ARP, include those who:

1. Are currently housed and at risk of repeat homelessness;

2. Have incomes at or below 30% AMI and are experiencing severe housing cost burden; and

3. Otherwise meet the definition of at risk of homelessness and have incomes of more than 30% and at or below 50% AMI.

Other Populations: Currently housed and at risk of repeat homelessness The LAHSA PIT does not indicate the approximate number of individuals exiting emergency shelter, or transitional or permanent housing in any given year will return to homelessness within 12 months.

Other Populations: At greatest risk of housing instability – Households with incomes <30% AMI and experiencing severe housing cost burden
The 2015-2019 HUD CHAS data indicates there are 4,580 renter households with an annual income at or below 30% AMI that are at greatest risk of housing instability.

Other Populations: At greatest risk of housing instability – Households with incomes 30- 50% AMI that meet HUD’s §91.5 definition of at risk of homelessness

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Households in this category are those with incomes more than 30% and at or below 50% AMI that lack sufficient resources or support networks to prevent homelessness, and
 Have moved more than two times due to economic reasons in the past 60 days, or
 Are doubled up with another household due to economic hardship, or  Will be evicted within 21 days, or
 Live in a hotel or motel without financial assistance from a nonprofit or government entity, or
 Live in an efficiency apartment and are overcrowded, or  Are exiting a publicly funded institution or system of care The U.S. Department of Housing and Urban Development’s (HUD) Comprehensive Housing Affordability Strategy (CHAS) 2015-2019 data provides information on households that include more than one family, household income level and overcrowding. The CHAS data indicates that there are approximately 4,580 renter households with incomes between 30 and 50 % AMI that are at risk of homelessness in the City because of at least one of the housing problems as defined by HUD. 3,380 are living in renter households with more than one family.

Unmet Housing Needs of Qualifying Populations

The HUD CHAS data for 2015-2019 identifies that the greatest unmet housing need of qualifying populations is the availability of affordable rental housing. As the table below shows, 6,125 of the 10,730 rental units in the City are available to households with incomes at or below 50% AMI.

The chart also identifies that the level of need for affordable rental units for households with incomes at or below 50% AMI is about 62% of the available units, according to HUD CHAS data for 2015-2019.

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Table 4 – Non-homeless Housing Needs Inventory and Gap Analysis Current Inventory Level of
Need Gap Analysis
# of Units # of Households # of Households
Total Rental Units 10,730
Rental Units Affordable to HH at 30%
AMI (At-Risk of Homelessness)
3,380
Rental Units Affordable to HH at 50%
AMI (Other Populations)
2,745
0%-30% AMI Renter HH w/ 1 or more
severe housing problems (At-Risk of
Homelessness)
3,665
30%-50% AMI Renter HH w/ 1 or more
severe housing problems (Other
Populations)
3,010
Current Gaps 6,675
*Data Source: Comprehensive Housing Affordability Strategy (CHAS) Data

Unmet Service Needs of Qualifying Populations

Based on consultation with service providers in the City, the greatest unmet service needs of qualifying populations, including sheltered and unsheltered homeless populations, currently housed populations at risk of homelessness, other families requiring services or assistance to prevent homelessness, and those at greatest risk of housing instability or in unstable housing situations are:
• mental health services
• landlord/tenant liaison services
• housing search/counseling services
• financial assistance
Additional unmet service needs of qualifying populations, including sheltered and unsheltered homeless populations, currently housed populations at risk of homelessness, other families requiring services or assistance to prevent homelessness, and those at greatest risk of housing instability or in unstable housing situations include the following as described in HUD CPD Notice 2021-10:

 Case management services
 Credit repair services

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 Education Services
 Food assistance
 Job training and employment services
 Legal services
 Mediation services
 Outpatient health services
 Outreach services
 Substance abuse treatment
 Services for special populations

Current Resources Available to Assist Qualifying Populations

The current available resources considered include Supportive services. Currently the City of Montebello is a part of the SPA 7 which provides supportive services to the qualifying populations in the City.

These supportive services include the following:
 Housing Legal Services
 Tenant Rights
 Food and Housing
 Substance Abuse
 Mental Health
 Domestic Violence Victim
 Shared Housing Opportunities
 Homeless Services
 Housing

Current Resources: Congregate Beds and Non-congregate Shelter Units

Congregate beds include emergency, safe haven, and transitional housing beds and units. Non-congregate shelter includes permanent supportive housing and rapid rehousing. Although there are currently no congregate beds and no beds in non- congregate shelter units in the City, The City does have a 30-unit tiny home’s village opportunity used to house the homeless population in the City.

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Current Resources: Supportive Services
The City is served by many local and regional organizations offering supportive services to the residents. The 2022-23 CDBG allocation will fund public service activities serving teens, domestic violence victims, and families experiencing homelessness.

Current Resources: Tenant-based Rental Assistance
Currently the City does not fund Tenant-based Rental Assistance programs. There are housing vouchers available through the Housing Choice Voucher Program of the Los Angeles County Development Authority and other programs offered in the region.

Current Resources: Affordable and Permanent Supportive Rental Housing The City does not own or manage affordable housing units. Currently there is no permanent supportive housing in the City.

Shelter, Housing and Service Delivery System Gaps

Shelter Gap
Based on the 2022 Point in Time (PIT) count, there is a gap for shelter beds in the City.

Currently, the city of Montebello does not have any shelters. The PIT count found that there were 227 unsheltered persons in a variety of situations, including on the street, in makeshift shelters, or in cars, vans or RVs/campers. The 2022 PIT count does not define how many were individuals, in family units, or children.

Shelter Gap Methodology
Based on the 2022 PIT count, there is a need to provide shelter for 227 persons who are currently living out of cars, vans, RV’s, tents, makeshift shelters, and on the Street in the City of Montebello.

Tenant-based Rental Assistance Gap
There is an estimated gap of 2,240 Tenant based Rental Assistance vouchers for households with income less than or equal to 30% AMI and paying more than 50% of household income for rent, including utilities.

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Tenant-based Rental Assistance Gap Methodology
The number of tenant- based rental assistance vouchers was calculated using HUD CHAS Data and equal to the number of renter households with income less than or equal to 30% of AMI and paying more than 50% of household income for rent, including utilities.

Table 6 – Tenant-based rental assistance Gap
Tenant-based rental assistance Unit Gap
Renter Households with Income less than or equal to 30% AMI paying more than 50% of income for rent, including
2,240

Affordable and Permanent Supportive Rental Housing Gap
There is an estimated gap of 3,380 rental units affordable to renter households with income at or below 30% AMI and an estimated gap of 2,745 rental units affordable to renter households with income more than 30% and at or below 50% AMI.

Affordable and Permanent Supportive Rental Housing Gap Methodology The number of Affordable Rental Units was calculated using HUD CHAS Data for the City of Montebello and is equal to the number of renter households paying more than 50% of household income for rent, including utilities.

Table 7 – Affordable Rental Unit Gap
Affordable Rental Unit Gap
Renter Households with Income at or below 30% AMI paying more than 50% of income for rent, including utilities
3,380
Renter Households with Income 30% to 50% AMI paying more than 50% of income for rent, including utilities
2,745
Total Affordable Rental Unit Need 6,125

Permanent supportive rental housing is part of the affordable rental housing gap, primarily for households with income at or below 30% AMI. In addition to affordable rent,

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permanent supportive housing provides an array of services necessary to help people with disabilities and/or experiencing chronic homelessness to retain housing stability.

There is an estimated gap of 195 permanent supportive housing units in the City. The number of Permanent Supportive Rental Housing Units needed was calculated by multiplying the current population of the City, according to the California Census 2021, by the per capita need (0.003183) as calculated by the Corporation for Supportive Housing.

Table 7 – Permanent Supportive Housing Gap
Permanent Supportive Housing Gap
Population of Montebello Census 2021 61,204
Per capita estimate of permanent supportive housing need .003183 Estimated need for Permanent Supportive Housing 195
Permanent Supportive Housing Available 0
Total Permanent Supportive Housing Gap 195

Service Delivery System Gaps and Methodology
To identify gaps in the service delivery system, the City relied on its consultation with stakeholders and experience working with the organizations working in the City. The stakeholders believe that the most critical service gaps are in the areas landlord/tenant liaison services, mental health services, financial assistance, transportation assistance, housing search/counseling services, food distribution and childcare assistance. The stakeholders also believed there was a need for assistance with general administrative costs and capacity building among the service providers serving the City’s qualifying populations.

Characteristics of Housing Associated with Increased Risk of Homelessness for Other Populations
Another characteristic of housing in the City that is associated with homelessness is severe housing cost burden, or paying more than 50% of household income on rent and utilities. The 2015- 2019 HUD CHAS Data indicates there are 2,820 households at or below 50% AMI who are spending more than 50% of their household income on rent and utilities.

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Priority Needs for Qualifying Populations
Priority needs for qualifying populations are:
• Affordable rental housing
• Supportive services including:
o Landlord/tenant liaison services
o Mental health services
o Financial assistance services
o Transportation services
o Housing search and housing counseling
services
o Childcare assistance
• Tenant-based rental assistance
• Non-congregate shelter

HOME-ARP Activities
The City solicited applications from developers, service providers, and/or nonprofits to administer eligible activities and/or develop shelter and housing. A Notice of Funds Available (NOFA) was published on December 1, 2022. The NOFA specified eligible activities, eligible applicants, available funding amounts, application thresholds, and provided instructions on how to submit an application.

Uses of HOME-ARP Funding

Activity Funding
Amount
Percent of
Allocation
Statutory
Limit
Non-congregate Shelter 0 0
Affordable Rental Housing $1,000,000 92%
Tenant-based Rental Assistance 0 0
Supportive Services 0 0
Administration and Planning $88,770 8% 15%
Total HOME-ARP Allocation $1,088,770 100%

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Rationale for Uses of HOME-ARP Funding

Affordable Rental Housing. The City of Montebello estimates that the HOME-ARP funding will support the development of 81 new affordable housing units. In accordance with the priority needs identified in the needs assessment and gap analysis, the City anticipates in helping to reduce the gap in housing needs by providing 81 new affordable housing units. Based on the needs assessment and gap analysis, it was determined that there is a housing inventory gap; therefore, HOME ARP funds will be used to develop affordable rental housing.

Admin and Planning. This plan allocates $88,770 towards the administration and planning functions of the HOME-ARP funds at the statutory limit. Integrated planning and administration of the entire HOME ARP Program and its eligible activities will be performed by City staff and consultants.

Acquisition and development of non-congregate shelter. The need for emergency shelter beds is growing throughout the greater Los Angeles area. There are currently no emergency shelter beds available within the City. During consultation process, many participants believed that this was a high need but don’t consider it as an option given the high cost of the development and then the operation of a shelter. The City believes the need is great and should be addressed in the future if any opportunity becomes available.

Tenant-based rental assistance (TBRA). The city will not use HOME ARP Funds towards tenant based rental assistance. However, TBRA will be leveraged with Emergency Housing Vouchers administered by the County of Los Angeles.

Provision of supportive services. Many examples of supportive services were called out and considered in the consultation process, both in the virtual session and in the survey.

One applications was received for this category however, the plan will not allocate HOME ARP Funds towards supportive services since the funds will be used to meet a high priority of Housing needs. The City is a part of SPA 7 which will continue to provide supportive services through various organizations for the community.

HOME-ARP Housing Production Goals
HOME ARP Funds will contribute to the production of 81 rental housing units. The housing development will provide housing opportunities for qualifying populations as defined in the 24 CFR 91.5. These affordable rental housing units will contribute to

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Montebello's housing production goals, and will help meet the City's most pressing housing needs.

Preferences
The City will use HOME ARP Funds for the Production and Preservation of Affordable housing (HOME-ARP Rental Housing). Although all four qualifying populations have the access to apply for the Rental Housing that will become available, the City of Montebello will provide preferences to at risk of homelessness population and Fleeing or attempting to flee: Domestic Violence, Domestic Dating, and Sexual Assault, Stalking or human trafficking population. The use of these preferences are based on local housing needs and will address the unmet need or gap in benefits and services received by individuals and families in the qualifying populations, consistent with the City’s needs assessment and gap analysis. All eligible Qualifying population applicants are selected in chronological order for a HOME-ARP rental project. The City will comply with the nondiscrimination requirement and equal opportunity laws and requirement and any other applicable fair housing and civil rights laws and requirements when applying preferences, including, but not limited to, those requirements listed in 24 CFR 5.105(a).

The City of Montebello will continue to address the unmet needs or gaps in benefits and services of the other qualifying populations that are not included in the preference by providing access to the Rental housing applications and access to resources that would benefit these qualifying populations.

HOME-ARP Refinancing Guidelines
The City of Montebello does not plan to use HOME-ARP funds to refinance existing debt secured by multifamily housing that is rehabilitated with HOME funds. Therefore, refinancing guidelines pursuant to 24 CFR 92.206(b) are not applicable to this HOME- ARP Allocation Plan.

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APPENDIX A
Citizen Participation

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Summary of Citizen Participation Comments

January 19, 2023-February 22, 2023 Allocation Plan Public Review and Comment Period
A summary of comments and recommendation received during the public comment period and at the public hearing will be included prior to the submission of this Allocation Plan to HUD.

Public Hearing before City Council on February 22, 2023 A summary of comments and recommendation received during the public comment period and at the public hearing will be included prior to the submission of this Allocation Plan to HUD.

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APENDIX B
SF-424 Grant Application
SF-424D
Allocation Plan Certifications

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APPENDIX C

CONSULTATION/
SURVEY

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
1 / 11

71.01% 49

20.29% 14

0.00% 0

7.25% 5

0.00% 0

1.45% 1
Q1 Which best describes your living situation?
Answered: 69 Skipped: 0
TOTAL 69
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Own
Rent
Public Housing
Complex
Live with
others
Live in a
Shelter
Homeless

ANSWER CHOICES RESPONSES
Own
Rent
Public Housing Complex
Live with others
Live in a Shelter
Homeless

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
2 / 11

2.90% 2

97.10% 67
Q2 Have you experienced domestic or dating violence?
Answered: 69 Skipped: 0
TOTAL 69
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Yes
No

ANSWER CHOICES RESPONSES
Yes
No

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
3 / 11
Q3 What are the barriers to finding good housing in the city that you haveexperienced or observed? Answered: 69 Skipped: 0
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
None of the
above
Cost of Housing
Refusal of
landlords to...

Condition of
housing units
Accessibility
for people w...

Lack of
housing near...

Aﬀordable
housing opti...

Lack of
diversity of...

All of the
above
Other (please
specify)

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
4 / 11

18.84% 13

37.68% 26

0.00% 0

1.45% 1

5.80% 4

2.90% 2

27.54% 19

2.90% 2
TOTAL 69

ANSWER CHOICES RESPONSES
None of the above
Cost of Housing
Refusal of landlords to accept rental subsidy assistance Condition of housing units
Accessibility for people with disabilities or disabling conditions Lack of housing near areas of opportunity (employment, services, education, etc.) Affordable housing options available only in certain areas Lack of diversity of housing options (such as single-family houses, apartments, and townhouses) All of the above
Other (please specify)

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
5 / 11

15.94% 11

31.88% 22

46.38% 32

5.80% 4
Q4 How many people are in your household, including yourself? Answered: 69 Skipped: 0
TOTAL 69
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
1 2
3-5
6 or more

ANSWER CHOICES RESPONSES
1 2
3-5
6 or more

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
6 / 11

25.00% 17

7.35% 5

67.65% 46
Q5 What is your total household income?
Answered: 68 Skipped: 1
TOTAL 68
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
$0-$47,200
$41,700-$78,650
$66,750 or more

ANSWER CHOICES RESPONSES
$0-$47,200
$41,700-$78,650
$66,750 or more

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
7 / 11
Q6 Have you experienced any of the following in the past 2 years? Answered: 67 Skipped: 2
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
None of the
above
Diﬃculty
paying rent ...

Plumbing,
electric,...

Unwillingness
of landlord ...

Overcrowding
too many peo...

Application
for housing...

Application
for mortgage...

Diﬃculty
paying utili...
lack of funds
related to...

Unwillingness
of landlord ...

Inability to
ﬁnd safe an...

Inability to
ﬁnd accessi...

Homelessness
Other (please
specify)

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
8 / 11

43.28% 29

25.37% 17

28.36% 19

5.97% 4

8.96% 6

4.48% 3

5.97% 4

11.94% 8

8.96% 6

5.97% 4

19.40% 13

5.97% 4

4.48% 3

1.49% 1
Total Respondents: 67

ANSWER CHOICES RESPONSES
None of the above
Difficulty paying rent and or mortgage
Plumbing, electric, appliances, or other items in your home do not work Unwillingness of landlord to make needed repairs and or improvements to your home Overcrowding too many people living in one home
Application for housing being denied.

Application for mortgage loan being denied
Difficulty paying utility bills or making utility deposits lack of funds related to relocation (security deposits, transportation, moving costs, application fees, etc.) Unwillingness of landlord to make needed repairs and or improvements to your home Inability to find safe and decent housing at affordable costs Inability to find accessible housing that meets needs of your disability, if any Homelessness
Other (please specify)

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
9 / 11

0.00% 0

5.80% 4

26.09% 18

23.19% 16

18.84% 13

26.09% 18
Q7 What is your age
Answered: 69 Skipped: 0
TOTAL 69
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Under 18
18-24
25-34
35-44
45-54
55-64
65+

ANSWER CHOICES RESPONSES
Under 18
18-24
25-34
35-44
45-54
55-64
65+

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
10 / 11

5.80% 4

94.20% 65
Q8 Have you ever served on active duty in the U.S. Armed Forces(includes activation from the Reserves or National Guard)? Answered: 69 Skipped: 0
TOTAL 69
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Yes
No

ANSWER CHOICES RESPONSES
Yes
No

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City of Montebello HOME ARP Survey 2022 SurveyMonkey
11 / 11

65.63% 42

42.19% 27

57.81% 37

43.75% 28
Q9 Which projects are needed in the City of Montebello? Select all thatapply:

Answered: 64 Skipped: 5
Total Respondents: 64
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Development of
Aﬀordable...

Rental
Assistance
Supportive
Services
Acquisition/Dev
elopment of...

ANSWER CHOICES RESPONSES
Development of Affordable Housing
Rental Assistance
Supportive Services
Acquisition/Development of Non‐Congregate Shelter Units (i.e., Emergency shelter provided in individual rooms rather than a traditional homeless shelter)

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This space for filing stamp only

OR#:

O R A N G E C O U N T Y R E P O R T E R

~ SINCE 1921 ~

600 W. Santa Ana Blvd., Suite 205, Santa Ana, California 92701-4542 Telephone (714) 543-2027 / Fax (714) 542-6841

PROOF OF PUBLICATION

(2015.5 C.C.P.)

State of California )
County of Orange ) ss
Notice Type:

Ad Description:

I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the ORANGE COUNTY REPORTER, a newspaper published in the English language in the City of Santa Ana, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of Orange, State of California, under date of June 2, 1922, Case No. 13,421. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit:

Executed on: 10/10/2004
At Los Angeles, California
I certify (or declare) under penalty of perjury that the foregoing is true and correct.

Signature

MONTEBELLO NEWS
3731 WILSHIRE BLVD STE 840, LOS ANGELES, CA 90010
(323) 556-5720 (213) 835-0584
EWA 3661061

KIMBERLY GUILLEN

CITY OF MONTEBELLO/CITY CLERK (LEAD)
1600 W. BEVERLY BLVD
MONTEBELLO, CA - 90640

HRG - NOTICE OF HEARING
Notice of Public Hearing - Home ARP Plan
I am a citizen of the United States and a resident of the State of California; I am over the age of eighteen years, and not a party to or interested in the above entitled matter. I am the principal clerk of the printer and publisher of the MONTEBELLO NEWS, a newspaper published in the English language in the city of MONTEBELLO, county of LOS ANGELES, and adjudged a newspaper of general circulation as defined by the laws of the State of California by the Superior Court of the County of LOS ANGELES, State of California, under date 03/13/1934, Case No. 369441. That the notice, of which the annexed is a printed copy, has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to-wit:
01/19/2023
01/19/2023

LOS ANGELES
!A000006216010!
Email

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CITY OF MONTEBELLO

PUBLIC COMMENT AND PUBLIC HEARING NOTICE

COMBINED NOTICE OF PUBLIC REVIEW/COMMENT PERIOD AND

PUBLIC HEARING FOR THE DRAFT SUBSTANTIAL AMENDMENT TO THE FISCAL YEAR 2021-2022

HUD ANNUAL ACTION PLAN AND HOME-ARP ALLOCATION PLAN

PROJECT DESCRIPTION: On March 11, 2021, the American Rescue Plan Act of 2021 (ARP) was signed into law and allocated federal ARP funds to local cities through the HOME Investment Partnerships Program (HOME). As a recipient of HOME funds, the City of Montebello is eligible to receive a HOME-ARP allocation in the amount of $1,088,770. To receive its HOME-ARP funds, the City must develop a HOME-ARP Allocation Plan and submit a HOME-ARP Allocation Plan to HUD as a substantial amendment to the City’s previously approved Fiscal Year 2021-2022 Annual Action Plan. The HOME-ARP Allocation Plan describes how the City intends to distribute HOME- ARP funds to address the needs of qualifying populations. The City has prepared a HOME-ARP Allocation Plan, a Substantial Amen dment to its 2021 -2022 Annual Action Plan, which is now available for public review.

The City of Montebello proposes the utilization of HOME-ARP funds to implement the programs listed below:

HOME-ARP INVESTMENT PARTNERSHIP
Proposed Programs Description Amount
Administration City of Montebello $88,770
Production and Preservation
of Affordable Housing
Vista Del Monte Affordable
Housing Inc. (Affiliate of
Cesar Chavez Foundation)
$1,000,000

TOTAL $1,088,770

NOTICE IS HEREBY GIVEN that the City of Montebello is proposing to amend FY 2021-2022 Annual Action Plan to receive and administer $1,088,770 in HOME -ARP from the U.S.

Department of Housing and Urban Development (HUD). To receive the HOME -ARP allocation, the City must develop a HOME-ARP Allocation Plan that will become part of the City’s FY2021 Annual Action Plan by substantial amendment.

Public Review and Comment Period: The publication of this notice is the beginning of the 30- day public re view/comment period. The draft Substantial Amendment to FY 2021-2022 Annual Action Plan and HOME-ARP Allocation Plan will be available for public review from January 19, 2023 to February 22, 2023 during the public review/comment period, the draft documents are available for public review on the City’s website at:

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https://www.montebelloca.gov/cms/One.aspx?portalId=58756&pageId=79103 under th e HOME ARP Funds Section.

In addition, during the comment period, comments and/or questions may be submitted to:

Planning and Community Development Department
Attn: Rosemary Perich, Housing Manager
1600 W. Beverly Boulevard, Montebello, CA 90640
Office Telephone: (323) 887-4521 Ext 454
Monday through Thursday, 7:30 A.M. to 5:30 P.M.

PUBLIC HEARING INFORMATION:

Date: Wednesday, February 22, 2023
Time: 6:00 p.m. or as soon thereafter as the matter may be heard Place: City Hall Council Chambers, 1600 W. Beverly Blvd., Montebello, CA 90640

In- Person: For those interested in participating during the Public Comment period(s) or public testimony period for Public Hearings of the City Council meetings, you may address the City Council in person the day of the meeting. Speakers will be required to fill out a speaker card provided at the door and turn it into the Deputy City Clerk prior to each Public Comment announcement period. Staff will number and call each speaker card in the order received. Closed Session begins at 5:00 p.m., Regular Session will follow no later than 6:00 p.m.

Via Email: The public may also submit emailed comments via the City’s email address:
[email protected], up until the day of the meeting, Wednesday, February 22, 2023 by 3:00 p.m. These comments will be submitted to all members of the City Council and may not be read aloud but will be entered into the record of the proceedings to the extent they relate to matters listed on the posted agenda. Any requests to provide public comment which is submitted after the deadlines indicated above will not be submitted to the City Council.

Americans with Disabilities Act (ADA): The City of Montebello, in complying with the Americans with Disabilities Act (ADA), requests individuals who require special accommodations to access, attend and/or participate in the City meeting due to disability, to please contact the Housing Manager by email [email protected] at least 6 hours prior to the scheduled special meeting to ensure assistance is provided.

_________________________
Alicia Fernandez,
Senior Deputy City Clerk

Dated: January 12, 2023
Date posted: January 19, 2023
Date published: January 19, 2023

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ITEM # 3

CITY OF MONTEBELLO

CITY COUNCIL AND SUCCESSOR AGENCY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, City Manager

BY: Joseph Palombi, Director of Planning & Community Development

SUBJECT: ADOPT RESOLUTION NO. 23-16, CITY OF MONTEBELLO

MEMBERSHIP IN THE GATEWAY CITIES AFFORDABLE HOUSING

TRUST, A JOINT POWERS AUTHORITY

DATE: February 22, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Adopt Resolution No. 23-16 approving execution of the Joint Exercise of Powers Agreement relating to the City's membership in the Gateway Cities Affordable Housing Trust; and

2. Authorize the Mayor to execute the Gateway Cities Affordable Housing Trust Joint Powers Authority (JPA) Agreement.

FISCAL IMPACT:

No financial impact is expected until July 1, 2024. Future financial impact, beginning July 1, 2024, is estimated at $32,500 annually ($2,708.33 per month). This represents the first year of annual dues required by all members of the Joint Powers Authority Trust. The annual due will be adjusted by a consumer price index (CPI) inflator, as described in detail in the section below. The Fiscal Year 2024-25 budget will be developed to include these annual dues.

BACKGROUND/DISCUSSION:

The Gateway Cities region of Los Angeles County includes 27 cities located along the I- 710 corridor in eastern Los Angeles County. Early in 2021 the Gateway Cities Council of Governments (GCCOG) obtained State funding from the Southern California Association of Governments (SCAG) to explore the formation of an affordable housing trust.

Since then, GCCOG and their consultant conducted the following activities:

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CITY COUNCIL AND SUCCESSOR AGENCY AGENDA REPORT - MEETING OF FEBRUARY 22, 2023

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• Interview the GCCOG cities to determine their housing needs and priorities, explain the concept of the Trust, and investigate their interest in being a member. • Interview other stakeholders in the region in the same fashion, including the County of Los Angeles, affordable housing developers, financing entities, advocates, research organizations, and other related entities to gain their perspectives.
• Provide an overview of best practices from other local housing trust fund studies, as well as a comparative review of the range of organizational and governance structures.
• Conduct a study of the overall housing needs in the region, determine the existing sources of support to meet these needs, and estimate how much additional funding support will be needed for cities to meet these needs and satisfy their Regional Housing Needs Assessment obligations.
• Identify affordable and homeless housing developments planned within the Gateway Cities, including those in construction and those in the entitlement and pre-development phases. Compare the number of units to be provided and the populations to be served by these units to the housing need report. • Form a Steering Committee of Gateway COG City Managers and others to work with the Gateway Cities COG and the consultants to make the initial recommendations for how a Trust might be formed and explore the initial sources of funding to support this effort.
• Based on dialogue with the Trust Steering Committee, create and support the negotiation of a Joint Powers Agreement for the Trust, develop an Administrative Plan, Governance Structure, and Bylaws for the Trust.
• Prepare a draft strategic plan for the new Trust, for review and acceptance by the Gateway Cities COG Board and final adoption by the new Board of Directors of the Trust when that Board is in place.
• Develop an operational plan for the first full year of operations of the Trust, proposed as fiscal year July 1st, 2023, to June 30th, 2024. • Create a draft capital and administrative budget for the first year of Trust operations.

In late summer 2022, a Trust Steering Committee was formed including representatives from member cities, Los Angeles County, developers, and financing entities. The Trust Steering Committee met on three occasions and accomplished a variety of detailed analyses including, a review of other housing trusts best practices, examined potential funding sources for capital and administrative funding, discussed potential housing programs/projects, identified the key components to the Trust Strategic Plan, and helped draft the Joint Powers Agreement.

The Steering Committee unanimously recommended the formation of an affordable housing trust for the Gateway Cities sub-region. In addition, presentations were made to the GCCOG Committee on Homelessness, Gateway Cities City Managers and Planning Directors Committee. All groups expressed unanimous support for the formation of a Trust.

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CITY COUNCIL AND SUCCESSOR AGENCY AGENDA REPORT - MEETING OF FEBRUARY 22, 2023

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TRUST MEMBERSHIP
As outlined in the JPA, the Trust does not build, own, or manage housing projects. The Trust cannot require that housing projects be located in specific cities, require member cities to take an allocation of supportive housing units, or require that cities provide a local funding match. The Trust Board of Directors determines whether a funding application meets the Notice of Funding Availability criteria. Each local jurisdiction maintains land use control and processes the entitlement consistent with its zoning and municipal code requirements.

The JPA contains a provision that requires members to contribute towards administrative expenses of the Trust. Member cities are not required to contribute funding until July 1, 2024. Prior to this period, the Gateway Cities Council of Governments secured administrative formation funding for the Trust. The annual membership fees are based upon a city's population:

• Up to 30,000 = $7,500
• 30,001 to 60,000 = $15,000
• 60,001 to 100,000 = $32,500
• Greater than 100,000 = $47,500

This amount will increase annually in an amount equal to the U.S. Bureau of Labor Statistics consumer price index for Los Angeles-Long Beach-Anaheim area for the 12- month period preceding the year the fees are assessed.

The City would maintain the right to withdraw from the JPA subject to an approved resolution and by providing a six-month notice.

GOVERNANCE
The Trust will be a public government entity established by joint powers authority and in accordance with the Joint Exercise of Powers Act, as codified in California Government Code section 6500 et seq. The Trust will be organized to receive public and private capital and administrative funds to address local housing needs. The Trust will have an ongoing administrative revenue source from city membership fees as specified in the Trust Joint Powers Agreement (JPA) (see Attachment B) to be signed by each city that is a member of the Trust.

The Trust is governed by a nine-member Board of Directors (Board). Pursuant to the JPA By-Laws (Attachment C), the Board is comprised of seven elected officials whose governing body is a member of the Trust and appointed by the Gateway Cities Council of Governments Board. A Trust member city will be represented on the Board by each population category specified in the Trust Membership fee calculation. Two additional Board members are experts in homelessness or housing policy and approved by the GCCOG City Managers Committee. A list of Trust Board Members will be available after April 2023.

PAST AND PIPELINE OF AFFORDABLE HOUSING PROJECTS
The Trust will help cities address their Regional Housing Needs Assessment (RHNA), which is mandated by State Housing Law as part of the periodic process of updating local

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CITY COUNCIL AND SUCCESSOR AGENCY AGENDA REPORT - MEETING OF FEBRUARY 22, 2023

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housing elements of the General Plan for each city. RHNA quantifies the need for housing within each jurisdiction during specified planning periods.

In the past eight-year planning period, from 2013 through 2021, the GCCOG subregion received tax credit funding for 58 projects totaling nearly 6,000 housing units.

A 2022 survey of GCCOG cities revealed that there are 38 affordable housing projects currently in the pipeline that have not yet started construction. Most of these projects need critical gap subsidy funding to start construction. These 38 pipeline projects would benefit from additional funding provided by the Trust which could accelerate and facilitate the creation of an additional 4,000 affordable housing units in the COG subregion.

ENVIRONMENTAL:

N/A

ANALYSIS:

Staff recommends that the City of Montebello join the Gateway Cities Affordable Housing Trust (Trust), a Joint Powers Authority (JPA) formed among the cities within the Gateway Cities region. The Trust provides funding to preserve and produce affordable housing. These funds improve the financial viability of individual housing projects and programs. This funding can also increase each project’s competitiveness for additional state and federal funding sources. Additionally, the Trust works with a variety of government and philanthropy groups to attract more housing funds to the Gateway Cities region. Joining the Trust would help the City achieve the stated goals and objectives of the 6th Cycle Housing Element and support the region as a whole to bring new dollars to help fund additional affordable housing developments. To become a member, the City Council would adopt a Resolution and authorize the Mayor to execute the JPA with the Trust.

SUMMARY:

In summary, joining the Trust would support the City’s Housing Element goals of encouraging more affordable housing, as well as the objective to secure state, federal, and local affordable housing funds and to assist developers in finding funding sources.

To become a member, the City Council would adopt a Resolution (Attachment A) and authorize the Mayor to execute the Joint Powers Agreement with Trust (Attachment B).

ATTACHMENT(S)

1. Attachment A - Resolution No. 23-16, Membership in the GCAHT

2. Attachment B - Agr. No. 4076, GCAHT JPA Final (Feb 2023)

3. Attachment C - GCAHT Bylaws Final (Feb 2023)

NEXT STEPS:

N/A

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RESOLUTION NO. 23-16

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

MONTEBELLO, CALIFORNIA, APPROVING, AUTHORIZING AND

DIRECTING CITY EXECUTION OF THE JOINT EXERCISE OF POWERS

AGREEMENT RELATING TO MEMBERSHIP IN THE GATEWAY CITIES

AFFORDABLE HOUSING TRUST

RECITALS
WHEREAS, The Gateway Cities Affordable Housing Trust (GCAHT) will be formed upon the approval of at least three qualified members as a joint powers authority between cities throughout the Gateway Cities subregion; and
WHEREAS, GCAHT was created for the purpose of funding housing specifically assisting persons and families of extremely low, very low, low and moderate income within the County of Los Angeles; and
WHEREAS, the City of Montebello (the “City”) has determined through its 6th Cycle Housing Element Update that there is great need for more affordable housing in the City; and
WHEREAS, the City of Montebello (the “City”) has determined that there are limited financial resources for affordable housing development and that additional local financing increases the competitiveness of individual projects for the State and Federal resources; and
WHEREAS, the City of Montebello (the “City”) has determined that it is in the public interest and for the public benefit that the City become a member of the GCAHT in order to further facilitate the development of affordable housing in the City and throughout the region, including the financing of projects therefore by the GCAHT; and WHEREAS, the City (the “City Council”) will be joining other cities that are members of the GCAHT in efforts to increase State and Federal resources for affordable housing directed to GCAFT; and
WHEREAS, the Agreement has been filed with the City, and the members of the City Council of the City (the “City Council”), with the assistance of its staff, have reviewed said document; and
WHEREAS, the GCAHT is authorized to issue grants and loans to developers for the purpose, among others, of financing or refinancing the construction, acquisition and rehabilitation of affordable housing; and
WHEREAS, the City anticipates that there will be affordable housing projects in need of financing located in the City of Montebello; and

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RESOLUTION NO. 23-16

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NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SECTION 1. The foregoing recitals are true and correct.

SECTION 2.The City Council hereby authorizes the City’s membership in the Gateway Cities Affordable Housing Trust (GCAHT).

SECTION 3. The City Council has reviewed and approves the Joint Exercise of Powers Agreement substantially in the form attached (Attachment 2).

SECTION 4. The adoption of this Resolution shall not obligate the City or any department thereof to (i) provide any financing to acquire, construct or operate any Project or any refinancing of any Project; (ii) approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the acquisition, improvement, rehabilitation or operation of any Project; (iii) require any contribution or advance any funds whatsoever to the GCAHT other than membership fees for administrative costs; or (iv) except as provided in this Resolution, take any further action with respect to the GCAHT or its membership therein.

SECTION 5. The Mayor, the City Clerk and all other proper officers and officials of the City are hereby authorized and directed to execute the Joint Exercise of Powers Agreement and to perform such other acts and deeds, as may be necessary or convenient to affect the purposes of this Resolution and the transactions herein authorized.

SECTION 6. The City Clerk shall forward a certified copy of this Resolution and an originally executed Agreement to the GCAHT:

Gateway Cities Affordable Housing Trust
Attn: Melani Smith
16401 Paramount Blvd
Paramount, CA 90723
SECTION 7. This resolution shall take effect immediately upon its passage.

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RESOLUTION NO. 23-16

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APPROVED AND ADOPTED THIS 22nd DAY OF FEBRUARY 2023.
_______________________________
David N. Torres, Mayor
ATTEST:APPROVED AS TO FORM:

________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )
I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 23-16 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 22 nd day of February 2023 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

DATE:

Christopher Jimenez, City Clerk

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CITY OF MONTEBELLO AGREEMENT NO. 4076

JOINT EXERCISE OF POWERS AGREEMENT
THIS JOINT EXERCISE OF POWERS AGREEMENT (this “Agreement”) is made this 22nd day of February, 2023 (the “Effective Date”), by and between the following public entities (each a “Party” and, collectively, the “Parties”): The City of Montebello and Gateway Cities Affordable Housing Trust Fund.

RECITALS
A. The Parties have a strong interest in promoting the health, safety, and welfare of the residents within their geographic boundaries.

B. Each Party has the individual power to implement affordable housing projects and programs generated within its jurisdictional boundaries, as well as, to create and issue development agreements for such activities.

C. The Parties find it in their mutual interest to address affordable housing issues on a regional level.

D. An adequate supply of housing throughout the Gateway Cities subregion will provide social and economic benefits to residents and taxpayers of the Parties.

E. The Parties desire to act in the public interest to lessen the burden of government by reducing the need for each Party to act individually, and to provide charitable support for affordable housing in the Gateway Cities subregion of Los Angeles County (the “County”).

F. California Government Code section 6500 et seq. (“Joint Exercise of Powers Act” or “Act”) permits two or more public agencies to create joint powers authorities for the purposes cited herein and permits the agencies to exercise jointly any power that the public agencies could exercise separately, and further grants certain additional powers to such joint powers authorities.

G. Local land-use decisions remain solely with each Party. Nothing in this Agreement deprives any Party of its sovereign powers with respect to land-use or transfers such powers to the joint powers authority.

NOW, THEREFORE, in consideration of the mutual promises set forth below, the Parties agree as follows:

Section 1. Creation and Purpose.
(a) Creation of GCAHT. Pursuant to the Joint Exercise of Powers Act, there is hereby created a public entity to be known as the “Gateway Cities Affordable Housing Trust”

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(“GCAHT”). GCAHT shall be a public entity separate and apart from the Parties and shall administer this Agreement.
(b) Purpose. This Agreement is made pursuant to the Joint Exercise of Powers Act for the purpose of creating the GCAHT as a public entity separate from the Parties to: (i) exercise common powers with respect to receiving public and private financing and funds; and (ii) fund the planning and construction of housing of all types and tenures for persons and families of extremely low-, very low-, low- and moderate-income, as defined in Section 50093 of the Health and Safety Code, including, but not limited to, permanent supportive housing. The purpose of this Agreement shall be accomplished, and common powers exercised in the manner set forth in this Agreement. Nothing contained in this Agreement shall preclude the Parties form establishing, maintaining, or providing social programs or services to its residents as each deems proper and necessary.

Section 2. Term and Termination
(a) Term. This Agreement shall become effective, and GCAHT shall come into existence, on the Effective Date, and this Agreement shall thereafter continue in full force and effect until terminated pursuant to subdivision (b) of this section. (b) Termination. This Agreement may be terminated by agreement of the Parties. Upon termination of this Agreement, GCAHT shall be dissolved and, after payment of or provision for payment of all liabilities, the assets of GCAHT shall be distributed to the Parties in proportion to the contribution of each Party to GCAHT and the amounts paid by each Party in connection with GCAHT’s activities.

Section 3. Powers and Duties of GCAHT.
(a) General Powers. GCAHT shall have all the powers common to the Parties to this Agreement necessary or convenient, specified, or implied, to accomplish the purpose of this Agreement as set forth in Section 1, subject to the restrictions set forth in Section 3, subdivision (c) below. Said powers shall be exercised in the manner provided in the Joint Exercise of Powers Act and, except as expressly set forth herein, subject only to such restrictions upon the manner of exercising such powers as are imposed upon the Parties in the exercise of similar powers.
(b) Specific Powers. Without limiting the generality of the powers conferred in subdivision (a) of this Section 3, GCAHT is hereby authorized, in its own name, to do all of the acts necessary or convenient to the accomplishment of the purposes of this Agreement and the full exercise of the powers conferred in subdivision (a) of this Section 3, including but not limited to the following:

1. to make and enter into contracts;

2. to contract for staff assistance;

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3. to sue and be sued in its own name;

4. to apply for, accept, receive and disburse grants, loans and other aids from any agency of the United States of America, the State of California, Los Angeles County, Party to this Agreement, or any other agency providing funding related to the purposes of this Agreement;

5. to invest any money in the treasury pursuant to Section 6505.5 of the Joint Exercise of Powers Act that is not required for the immediate necessities of GCAHT, as GCAHT determines is advisable, in the same manner and upon the same conditions as local agencies, pursuant to Section 53601 of the California Government Code;

6. to apply for letters of credit or other forms of financial guarantees in order to enter into agreements in connection therewith;

7. to carry out all the provisions of this Agreement;

8. to purchase obligations of any Party;

9. to engage the services of private consultants to render professional and technical assistance and advice in carrying out the purposes of this Agreement;

10. to employ and compensate legal counsel determined appropriate by GCAHT in accomplishment of the purposes of this Agreement;

11. to contract for engineering, construction, architectural, accounting, environmental, land use, or other services determined necessary or convenient by GCAHT in connection with the accomplishment of the purposes of this Agreement;

12. for the purposes of enforcing affordable housing covenants or holding security interests for loans, to take title to, and transfer, sell by installment sale or otherwise, lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and other interests in real or personal property which GCAHT determines are necessary or convenient in connection with the accomplishment of the purposes of this Agreement;

13. for the purposes of renting space for GCAHT to operate, to lease to, and to lease from, a Party or any other person or entity, lands, structures, real or personal property, rights, rights-of-way, franchises, easements, and other interests in real or personal property which GCAHT determines are necessary or convenient in connection with the accomplishment of the purposes of this Agreement;

14. to solicit charitable contributions from private sources;

15. to propose amendments to this Agreement; and

16. to exercise any and all other powers as may be provided for GCAHT in the Joint Exercise of Powers Act or any other applicable law.

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(c) Limitation on Powers. This Agreement does not authorize GCAHT do any of the following:

1. Regulate land use in cities or in the unincorporated area of the County;

2. Serve as an owner or operator of housing units;

3. Levy, or advocate or incentivize the levying of, an exaction, including an impact fee, charge, dedication, reservation or tax assessment, as a condition of approval of a development project;

4. Require or incentivize inclusionary zoning requirements;

5. Require the Parties to dedicate or assign funding for any GCAHT obligations or programs;

6. Approve a housing project or program that is not supported by the governing body of the jurisdiction (a city or the county) in which the proposed project is sited; or

7. Require the Parties to accept or provide any member of housing units as a prerequisite to joining or remaining a member of GCAHT.

Section 4. Members
The members of GCAHT shall be the Parties who have not withdrawn from GCAHT, and such other Parties as may join GCAHT after execution of this Agreement. New members may join on the terms and conditions set forth in Section 10 hereof. Only cities within the County of Los Angeles and within the Gateway Cities subregion may be a party to this Agreement and a member of GCAHT.

Section 5. Board of Directors
(a) Selection of Directors. GCAHT shall be governed by a Board of Directors consisting of nine Directors selected as follows:

1. Seven Directors who are members of the Gateway Cities Council of Governments (GCCOG) Governing Board (“GCCOG Board”), or any elected official serving within the GCCOG jurisdiction that is also a Party and appointed by the GCCOG Board.

2. Two Directors that are experts in homelessness or housing policy appointed by the Gateway Cities Council of Governments City Managers Committee.

3. Alternates for each Director position may be established by the appointing entity. (b) Board Powers. Subject to the limitations of this Agreement and the laws of the State of California, the powers of GCAHT shall be vested in and exercised by, and its property and its affairs administered by, the Board of Directors. (c) Advisory Board. The Board of Directors may appoint advisory boards that may include such persons as designated by the Board of Directors. The Board of Directors shall

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adopt bylaws that govern the appointment of advisory boards should it determine in its discretion to appoint such advisory boards.
(d) Compensation. Members of the Board shall serve without compensation but shall be entitled to reimbursement for any expenses actually incurred in connection with serving as Director; provided such expenses have been previously approved by the Board of Directors and incurred in accordance with any GCAHT policies or procedures governing the same.
(e) Term. Members of the Board shall serve for a two-year term. There are no term limits.

The initial Board will serve a term staggered between one-year and two-year terms.

Three of the seven Directors who are members of the GCCOG Board or are appointed by the GCCOG Board in accordance with Section 5(a) shall have an initial term of one year.

One of the two Directors that are experts in homelessness or housing policy shall have an initial term of one year. The initial one-year terms will be determined through the drawing of lots.
(f) Meetings of the Board of Directors.

1. Call, Notice and Conduct of Meetings. All meetings of the Board of Directors, including without limitation, regular, adjourned regular, special meetings and adjourned special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act, Government Code sections 54950 et seq.

2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such dates and times as the Board may fix by resolution from time to time. If any day so fixed for a regular meeting shall fall upon a legal holiday, then such regular meeting shall be held on the next succeeding business day at the same hour. No notice of any regular meeting of the Board of Directors need be given to the individual Directors.

3. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairperson of the Board or by a majority of the Directors. Notices of all special meetings shall be provided to all Parties.

4. Quorum. A majority of the seated members of the Board of Directors shall constitute a quorum at any meeting of the Board except that less than a quorum may adjourn a meeting to another time and place. Every act or decision done or made by a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

5. Minutes. The Board of Directors shall keep minutes of all regular, adjourned regular, and special meetings, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each Director and to the Parties.

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6. Officers. The Board of Directors shall elect a chairperson and a vice chairperson from among its Directors at the first meeting held in each fiscal year. In the event that the chairperson or vice chairperson so elected ceases to be a Director, the resulting vacancy shall be filled at the next regular meeting of the Board of Directors held after such vacancy occurs or at a special meeting called for that purpose. In the absence or inability of the chairperson to act, the vice chairperson shall act as chairperson. The chairperson, or the chairperson’s absence, the vice chairperson, shall preside at and conduct all Board of Director’s meetings.

7. Rules and Regulations. The Board of Directors may adopt, from time to time, by resolution, such rules, regulations, and bylaws for the conduct of its meetings and affairs as the Board determines is necessary or convenient.

Section 6. Additional Officers and Employees
(a) Officers and Contract Staff

1. GCAHT may contract with a Party or the GCCOG, for officers and staff pursuant to Section 6(d), or retain independent contractors, agents, or volunteers as the Board of Directors may deem necessary to carry out any of GCAHT’s powers, upon such terms and conditions as the Board may require, including the retaining of professional and technical assistance, provided that adequate funds are available in GCAHT’s budget and are appropriated by GCAHT therefor.

2. None of the officers, agents, or staff, if any, directly contracted by GCAHT shall be deemed, by reason of their roles or duties or contracted status, to be employed by the Parties.
(b) Treasurer and Auditor/Controller. Pursuant to Government Code Sections 6505.5 and 6505.8, the Board of Directors shall appoint an officer or employee of GCAHT, or an officer or employee of a public agency that is a Party, or a certified public accountant to hold the offices of treasurer and auditor for GCAHT. Such person or persons shall possess the powers of and shall perform the treasurer and auditor functions for GCAHT required by Sections 6505, 6505.5 and 6505.6 of the Government Code, including any subsequent amendments thereto. Pursuant to Government Code Section 6505.1, the auditor and treasurer shall have charge of certain property of GCAHT. The treasurer and auditor shall assure that there shall be strict accountability of all funds and reporting all receipts and disbursements of GCAHT. The treasurer and auditor of GCAHT shall be required to file and official bond with the Board of Directors in an amount, which shall be established by the Board. Should the existing bond or bonds or any such officer be extended to cover the obligations provided herein, said bond shall be the official bond required herein. The premiums on any such bonds attributable to the coverage required herein shall be an appropriate expense of GCAHT.

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(c) Attorney. The Board of Directors shall have the power to appoint one or more legal advisors to GCAHT who shall perform such duties as may be prescribed by the Board. (d) Administrative Services and Reimbursement of Costs.

1. The Board of Directors may contract with a Party to provide necessary administrative services to GCAHT, including the services described in Section 6(a), (b) and (c). The amount charged by the Party to provide such services to GCAHT shall be fixed by agreement between the Board of Directors and the governing board of the Party providing such services. In the absence of an agreement on costs, the Party providing services to GCAHT under this Section 6 may charge GCAHT the amounts necessary to recover the direct and indirect costs of such services.

2. If GCAHT contracts with a Party to provide GCAHT with administrative services through persons who are employees and officers of the Party, then any retirement liabilities associated with that Party’s employees and officers shall not constitute a liability of GCAHT or any other Party. This Section 6(d)(2) shall not preclude a Party providing administrative services to GCAHT pursuant to a contract with GCAHT from accounting for such salary and benefit costs when negotiating the rates that the Party will charge GCAHT for providing such services.

Section 7. Financial Provisions
(a) Fiscal Year. The Fiscal Year of GCAHT shall, unless and until changed by the Board of Directors, commence on the 1st day of July of each year and shall end on the 30th day of June of the next succeeding year except that the initial Fiscal Year of GCAHT shall commence on the Effective Date and end on the immediately following 30th day of June. (b) Budget.

1. General Budget. Within one hundred and twenty days (120) after the first meeting of the Board of Directors, a general budget for the first fiscal year shall be adopted by the vote of a majority of all the Directors. The budget shall distinguish between administrative costs (i.e., the cost of operating GCAHT) and Program costs (i.e., the financing of the programs funded or sponsored by GCAHT). Thereafter, at or prior to the last meeting of the Board of Directors for each fiscal year, a general budget shall be adopted for the ensuing fiscal year or years by a vote of at least a majority of all Directors of the Board.

2. Expenditures for the Approved Budget. The payment of all GCAHT obligations is limited to the amount of appropriations allowed in GCAHT’s approved budget, except as it may be revised with the approval of a majority of all of the Directors of the Board of Directors.

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(c) Contributions by the Parties.

1. Administrative Cost Contributions. The GCCOG shall be responsible for GCAHT’s administrative costs until June 30, 2024. After this initial period, and in consideration of the mutual promises contained herein, the Parties agree that they shall make annual contributions (each a “Fee” and collectively the “Fees”) towards the budgeted administrative costs of GCAHT in accordance with a cost allocation formula as outlined below:

POPULATION ANNUAL ADMINISTRATIVE FEE
Up to 30,000 $7,500
30,001 – 60,000 $15,000
60,001 – 100,000 $32,500
>100,000 $47,500
The Fees shall be assessed annually. After the first fiscal year, the Fees shall increase annually in an amount equal to the U.S. Bureau of Labor Statistics consumer price index for all urban consumers in the Los Angeles-Long Beach-Anaheim area for the 12-month period preceding the year the Fees are assessed. Payment of the Fees shall be due within 30 days of receipt of an invoice from the GCAHT. The invoice shall indicate how the Fees were calculated. A Party's contribution to GCAHT's administrative costs shall be in the form of money, unless the Board of Directors approves another form of contribution such as services, personal property or use of real or personal property, or other in-kind contributions. The acceptance and valuation of any such non-monetary contributions may be used to offset in whole or part a Party’s contribution as determined in the sole and absolute discretion of the Board of Directors.

Notwithstanding the above, after the first fiscal year the Board of Directors may establish Fees in an amount the Board of Directors deems financially prudent; provided it shall roughly be proportional as to each Party in the amounts reflected in the table above.

2. Program Cost Contribution. The particular programs and program budget, funded, sponsored or operated by GCAHT, as well as the level of, and mechanisms for, the involvement of GCAHT and each Party, in such programs and program budget, shall be determined and approved by the Board of Directors.
(d) Accounts and Reports.

1. Books and Records. There shall be strict accountability of all GCAHT funds and accounts and report of all GCAHT receipts and disbursements. Without limiting the generality of

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the foregoing, GCAHT shall establish and maintain such funds and accounts as may be required by good accounting practice. The books and records of GCAHT shall be open to inspection at all reasonable times by each Party and its duly authorized representatives.

2. Annual Audit. The person appointed by the Board of Directors to perform the auditor function for GCAHT shall cause an annual independent audit of the accounts and records of GCAHT and records to be made by a certified public accountant or firm of certified public accountants in accordance with Government Code section 6505. Such audits shall be delivered to each Party and shall be made available to the public.

3. Annual Financial Report. Pursuant to section 6539.5 of the Government Code, GCAHT shall publish an Annual Financial Report that shall describe the funds received by GCAHT and the use of such funds by GCAHT. The Annual Financial Report shall describe how the funds received by GCAHT have furthered the purposed of GCAHT. (e) Funds. Subject to the applicable provisions of any instrument or agreement which GCAHT may enter into, which may provide for a trustee or other fiscal agent to receive, have custody of and disburse GCAHT funds, the person appointed by the Board of Directors to perform the treasurer function for GCAHT shall receive, have the custody of and disburse GCAHT funds as nearly as possible in accordance with generally accepted accounting principles, shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement.

Section 8. Amendments and Additional Parties.
(a) This Agreement may not be amended or modified except by a vote of two-thirds of all the Parties through formal action approving such an amendment by the Parties’ respective governing bodies.
(b) No addition to, or alteration of, the terms of this Agreement, whether by written or oral understanding of the parties, their officers, employees or agents, shall be valid or effective unless made in the form of a written amendment which is formally adopted and executed by the Parties in the same manner as this Agreement.

Section 9. Non-Liability for Obligations of GCAHT.
(a) The debts, liabilities, and obligations of GCAHT shall not be the debts, liabilities and obligations of any of the Parties or personal debts, liabilities and obligations or the Directors, officers or employees of GCAHT; provided that a Party may, by an agreement separate from this Agreement, contract for, or assume responsibility for, specific debts, liabilities, or obligations of GCAHT.

1. Indemnification. The GCAHT shall defend, indemnify and hold harmless each Party, its officers, agents, employees, representatives and volunteers (the “Indemnitees”) from and against any loss, injury, claim, lawsuit, liability, expense, or damages of any kind or nature (collectively, “Claims”) brought by a third party which arises out of or in

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connection with GCAHT’s administration of this Agreement, including such third party claims arising out of or in connection with any Indemnitees acting within their authorized capacity as an officer, agent, employee, representative or volunteer of GCAHT. The GCAHT’s duty to defend and indemnify under this Section shall not extend to Claims otherwise arising out of the Indemnitees’ own active negligence, omissions or willful misconduct, whether in whole or part. The GCAHT shall finance its obligation pursuant to this Subsection by establishing a liability reserve fund, and/or by purchasing commercial insurance, and/or by joining a joint powers insurance authority (JPIA) as determined by the Board. In the event the GCAHT’s financial obligations to indemnify, defend and hold harmless, pursuant to this Subsection, exceed the liability reserve fund and/or the proceeds from any applicable insurance and/or JPIA coverage maintained by the GCAHT (hereinafter “Unfunded Liability”), a Party or Parties may meet and confer with GCAHT in good faith to negotiate alternative means or mechanisms by which GCAHT may fund such Unfunded Liability; however, in no event shall the event of an Unfunded Liability relieve, limit or waive GCAHT’s obligations of indemnity or defense to each Party as first set forth above in this Section. Nothing herein shall obligate any Party to indemnify or hold harmless GCAHT for any Unfunded Liability.

2. Assignment. Each Party shall assign to the GCAHT its rights, title, and interest to recover damages from any third party for Claims arising out of this Agreement, to the extent that the GCAHT has met its obligations to defend and indemnify such Party pursuant to this Section.

3. Survival. GCAHT’s duty to defend, indemnify and hold harmless shall survive and continue in full force and effect after withdrawal of any Party from this Agreement, including as to the withdrawing Party, or termination of this Agreement for any reason with respect to any Claims that occurred before the date of such withdrawal or termination.

Section 10. Admission and Withdrawal of Parties.
(a) Admission of New Parties. It is recognized that additional Parties other than the original Parties, may wish to join GCAHT. Any city within the Gateway Cities subregion may become a Party to GCAHT upon such terms and conditions as established by the Board of Directors.

As a condition precedent to becoming a Party more than six months after the Effective Date, an eligible entity may thereafter become a Party to this Agreement; provided that (1) this Agreement is adopted by its governing body and (2) the eligible entity pays a late joining fee. The late joining fee shall be calculated by totaling the annual fee the eligible entity would have paid under this Agreement had it been a Party in all years prior and up until the Effective Date. Notwithstanding the foregoing, an eligible entity’s late joining fee shall not exceed two times the amount of the applicable annual administrative fee existing at the time it becomes a Party. Payment shall be due within 30 days of receipt of an invoice from GCAHT.

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(b) Withdrawal from GCAHT. Parties may withdraw from GCAHT at any time upon their governing board’s adoption of a resolution that so states the Party’s intent to withdraw from GCAHT. The withdrawal of any Party, either voluntarily or involuntarily, unless otherwise provided by the Board of Directors, shall be conditioned as follows:

1. In the case of a voluntary withdrawal, written notice shall be given to GCAHT six months prior to the effective date of withdrawal; and

2. Unless otherwise provided by a unanimous vote of the Board of Directors, withdrawal shall result in the forfeiture of that Party’s rights and claims relating to distribution of property and funds upon termination of GCAHT as set forth in Section 2 above.

Withdrawn members shall not be entitled to any reimbursement of Fees.

Section 11. Notices.
(a) Notices required or permitted hereunder shall be sufficiently given if made in writing and delivered either personally or by registered or certified mail, postage prepaid, to the persons and entities listed herein at the following addresses, or to such other address as may be designated to GCAHT on the Parties signature page for formal notice:

Section 12. Miscellaneous.
(a) Section Headings. The section headings herein are for convenience only and are not to be construed as modifying or governing or in any manner affecting the scope, meaning or intent of the provisions or language of this Agreement. (b) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Agreement.
(c) Laws Governing. This Agreement is made in the State of California under the Constitution and laws of such State and shall be construed and enforced in accordance with the laws of California.
(d) Severability. Should any part, term, portion or provision of this Agreement, or the application thereof to any person or circumstance, be held to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual it shall be deemed severable, and the reminder of this Agreement or the application thereof to other persons or circumstances shall continue to constitute the Agreement the Parties intended to enter into in the first instance. (e) Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the respective Parties. No Party may assign any right or obligation hereunder without the written consent of a majority of the other Parties.

IN WITNESS THEREOF, the Parties hereto have caused this Agreement to be executed and attested by their duly authorized officers as follows:

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(CITY OF MONTEBELLO)
______________________________
BY: JOSPEH PALOMBI

PLANNING AND COMMUNITY DEVELOPMENT DIRECTOR
Dated: ___________________________
ATTEST:
___________________________________________
CHRISTOPHER JIMENEZ, CITY CLERK Date
NOTICE TO CITY TO BE GIVEN TO:

RENE BOBADILLA, CITY MANAGER

CITY OF MONTEBELLO
1600 W. BEVERLY BLVD. MONTEBELLO, CA 90640
(323)887-1200
APPROVED AS TO FORM:

By: __________________________________________
(ARNOLD GLASSMAN) City Attorney Date

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Gateway Cities
Affordable Housing Trust
Bylaws
Approved by the
Gateway Cities Affordable Housing Trust Board of Directors On February 22, 2023

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Table of Contents
Part 1 – Introduction to the Gateway Cities Affordable Housing Trust..................................1 Establishment............................................................................................................................1 GCAHT Guiding Vision and Mission.....................................................................................1 GCAHT Guiding Principles.....................................................................................................1 Part 2 – Bylaws of the Gateway Cities Affordable Housing Trust...........................................2 ARTICLE I - Name..................................................................................................................2 ARTICLE II – Board of Directors..........................................................................................2 Section A: GCAHT Board of Directors ...............................................................................2 Section B: Selection of Advisory Board Members.............................................................3 Section C: Terms and Vacancies ..........................................................................................3 ARTICLE III – Duties of Officers and Board Members.......................................................3 Section A: Duties of the Board of Director Members: .......................................................3 Section B: Formation of Subcommittees ............................................................................3 ARTICLE IV – Meetings.........................................................................................................4 Section A: Regular Meetings ................................................................................................4 Section B: Special Meetings ..................................................................................................4 Section C: Voting on Project Funding ................................................................................4 Section D: Voting on Amending GCAHT’s Bylaws, Principles, or Procedures ..............4 Section E: Minutes................................................................................................................4 Section F: Meeting Procedure ..............................................................................................4 Section G: Location of Meetings .........................................................................................4 ARTICLE V – GCAHT Board Code of Conduct..................................................................5 Section A: Compliance with Policies....................................................................................5 Section B: Conflicts of Interest............................................................................................5 Section C: Confidentiality....................................................................................................5 Section D: Gifts or Honoraria .............................................................................................6 Section E: Harassment .........................................................................................................6 Section F: Laws and Regulations ........................................................................................6

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Part 1 – Introduction to the Gateway Cities Affordable Housing Trust
Establishment
On January 4, 2023, the Gateway Cities Council of Governments approved the formation of the Gateway Cities Affordable Housing Trust (“GCAHT” or “Trust’). The Trust is a joint powers agency, which may do any of the following: (1) fund the planning and construction of affordable housing of all types and tenures for persons and families of extremely low-, very low-, low-, and moderate-income as defined in Section 50093 of the Health and Safety Code; (2) receive public and private financing and funds; and (3) authorize and issue bonds, certificates of participation, or any other debt instrument repayable from funds and financing received and pledged by the Trust.

The Trust may consist of any of the cities within the Gateway Cities Council of Governments, which is a joint powers agency representing a subregion of Los Angeles County.

The GCAHT was established on ______________, by the execution of the Joint Exercise of Powers Agreement (the “Agreement”) by and between the Cities of ____________, ________________, __________________ (collectively, the “Cities”). These Bylaws were adopted by GCAHT’s Board of Directors and provide for the organization and administration of GCAHT. These Bylaws supplement the Agreement.

GCAHT Guiding Vision and Mission
A Steering Committee consisting of staff from various cities within the boundaries of the Trust along with individuals representing Los Angeles County, affordable financing, and affordable developers met on three separate occasions to discuss and recommend various governance, policy, and a guiding vision and mission as follows:

The vision of the Gateway Cities Affordable Housing Trust is to secure funding for the region that will increase the production of affordable housing and provide safe and quality homes for lower- and moderate-income individuals and families.

The mission of the Gateway Cities Affordable Housing Trust is to finance the development of affordable housing in the region and thereby increase the supply of housing to lower- and moderate-income individuals and families.

GCAHT Guiding Principles
The guiding principles of the GCAHT:

1. Implement the findings and declarations of the Agreement.

2. Provide funding based on principles of fiscal responsibility and demonstrated value to the taxpayer and funder.

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3. Retain local control and the ability for local governments to use GCAHT funding for housing solutions when needed, or to participate within the region as a whole.

4. Demonstrate accountability and transparency for parties to the Agreement and the public.

5. Promote public-private partnerships, nonprofit collaborations, and community building to maximize sources of public and private funds, when available, and to efficiently accelerate housing for moderate-, low-, very low- and extremely low-income individuals and families.

6. Provide opportunities to strengthen local partnerships and increase capacity of local cities and agencies engaged in fulfilling housing goals.

7. Commit to innovation and best practices in financing, production, and service delivery in supportive housing.

8. Serve the region’s needs geographically by (1) extremely low-, very low-, low-, and moderate-income, and supportive housing types and (2) population.

9. Foster collaborative planning to allow for project prioritization and establish a pipeline of projects.

10. Provide access to funding to ensure that the Gateway Cities subregion receives the maximum benefit for the resources provided.

11. Incorporate County’s Coordinated Entry System in conjunction with the cities’ locally driven protocols to ensure that the developed housing resources has appropriately targeted and prioritized eligible homeless populations for each project.

Part 2 – Bylaws of the Gateway Cities Affordable Housing Trust ARTICLE I - Name
The name of this entity shall be the “Gateway Cities Affordable Housing Trust” or “GCAHT” in these Bylaws.

ARTICLE II – Board of Directors
Section A: GCAHT Board of Directors

1. All members of the Board of Directors must be from a city that is a party to the Agreement and shall be appointed as set forth in the Agreement.

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2. Each of the nine (9) voting members of the Board of Directors of GCAHT shall be entitled to one (1) vote on the Board.

Section B: Selection of Advisory Board Members
An Advisory Board may be appointed by the Trust Board consisting of various government staff, persons with housing development, housing services, finance, and development expertise.

All Advisory Board members are entitled to attend all GCAHT regular and special meetings and to fully participate in such meetings but shall not constitute voting members of the Board.

Advisory Board members need not be elected officials.

Section C: Terms and Vacancies

1. Board of Directors: As set forth in the Agreement, terms of office for members of the Board of Directors shall generally be for two (2) years, subject to initial one (1) year terms for certain members as set forth in the Agreement. A Board of Director’s seat shall be deemed vacant if he or she leaves elected office, or if his or her appointing body removes him or her.

Upon a vacancy, the appointing body shall be notified and shall attempt to fill the vacancy within sixty (60) days of the vacancy occurring.

2. Advisory Board: Terms of office for members of the Advisory Board shall be for two (2) years. An Advisory Board member’s seat shall automatically be deemed vacant if that member fails to attend three consecutive regular or special meetings. Upon a vacancy, the Trust Board shall be notified and shall attempt to fill the vacancy within sixty (60) days of the vacancy occurring.

ARTICLE III – Duties of Officers and Board Members
Section A: Duties of the Board of Director Members:

1. Meet when called by the Chair to plan and coordinate the business and proposed activities of GCAHT;

2. Review and consider applications for project funding;

3. Review and consider GCAHT’s financial information, including the Annual Financial Report, any related independent audit, and the GCAHT’s annual budget; and

4. Serve on subcommittees or task forces when appropriate.

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Section B: Formation of Subcommittees
The Board may create subcommittees or task forces to accomplish the goals and purposes of GCAHT.

ARTICLE IV – Meetings
Section A: Regular Meetings
Regular meetings of GCAHT’s Board shall be held once every two (2) months, unless otherwise called by the Chair. Meeting notice, agenda, and public comment procedures shall comply with the provisions of the Ralph M Brown Act. The Clerk of the Board shall prepare meeting agendas and handle noticing requirements.

Section B: Special Meetings
Special meetings of GCAHT may be held at any time upon call of the Chair, provided that the special meetings’ noticing, and agenda complies with the Ralph M. Brown Act.

Section C: Voting on Project Funding
As set forth in the Agreement, every act or decision done or made by a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

However, the Board should strive to attain a unanimous decision on all projects which receive funding from GCAHT.

Section D: Voting on Amending GCAHT’s Bylaws, Principles, or Procedures

1. Amendments to GCAHT’s Bylaws, Principles or Procedures shall be considered at a regular meeting and shall comply with the Ralph M. Brown Act.

2. An amendment to these Bylaws must be approved by a majority vote of the Board of Directors.

Section E: Minutes
The Clerk of the Board shall take minutes for GCAHT. A previous meeting’s minutes shall be considered and approved at a subsequent meeting by a majority vote of the Board of Directors.

Section F: Meeting Procedure
The conduct of meetings shall be guided by Robert's Rules of Order (most recent published edition) where the question at issue is not determined by these Bylaws.

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Section G: Location of Meetings
The Board must meet in publicly accessible places typical for hosting public meetings, such as Council Chambers or city community rooms.

ARTICLE V – GCAHT Board Code of Conduct
This GCAHT Board Code of Conduct represents GCAHT’s commitment to high standards of ethics, public service, collegiality, and transparency. The following standards should be regarded as minimum expectations for conduct. GCAHT Board Members will act in accordance with and maintain the highest standards of professional integrity, impartiality, diligence, creativity, and productivity. GCAHT will act in accordance with applicable federal, state, and local laws and regulations.

Section A: Compliance with Policies
Members of the Board of Directors and Advisory Board will conduct the GCAHT business in accordance with the Agreement, these Bylaws, and all adopted policies, including conflict of interest policies.

Section B: Conflicts of Interest

1. The Board of Directors may not have a conflict of interest as determined by the California Political Reform Act (the “Act”), inclusive of the Levine Act, California Government Code section 81000, et. seq., and the regulations promulgated to effectuate the Act. Nor shall the Board of Directors have a conflict of interest under California Government Code section 1090.

2. Members of the Board of Directors are required to file a Statement of Economic Interest (Form 700) in the disclosure category as designated on the GCAHT Conflict of Interest Code.

Section C: Confidentiality
Members of the Board of Directors and Advisory Board must maintain the highest standards of confidentiality regarding information obtained directly or indirectly through their involvement with the GCAHT. This includes but is not limited to information about applications for funding, GCAHT parties and their organizations and funded agencies. Members must also avoid inadvertent disclosure of confidential information through casual public discussion, which may be overheard or misinterpreted. Notwithstanding the foregoing, the GCAHT recognizes that excepting such confidential information which must be carefully preserved, the conduct of its business shall be open and transparent in accordance with the Ralph M. Brown Act and the California Public Records Act.

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Section D: Gifts or Honoraria
It is not permissible for members of the Board of Directors and Advisory Board to offer or accept gifts, gratuities, excessive favors, or personal rewards intended to influence GCAHT decisions or activities.

Section E: Harassment
Harassment, interpreted as unwelcome conduct, comment, gesture, contact, or intimidating and offensive behavior likely to cause offense or humiliation, will not be tolerated and may result in disciplinary measures up to and including removal from GCAHT Board.

Section F: Laws and Regulations
GCAHT business will be conducted in a manner that reflects the highest standards and in accordance with all applicable federal, state, and local laws and regulations.

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ITEM # 4

CITY OF MONTEBELLO

CITY COUNCIL AND SUCCESSOR AGENCY AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, City Manager

BY: Joseph Palombi, Director of Planning & Community Development

SUBJECT: ADOPT CITY COUNCIL RESOLUTION NO. 23-18 / SUCCESSOR AGENCY RESOLUTION NO. 23-04, APPROVING THE PURCHASE,

SALE, AND AFFORDABLE HOUSING DEVELOPMENT AGREEMENT
NO. 4075, RELOCATION PLAN AND APPRAISAL FOR PHASE 1

PROJECT SITE AMONG THE CITY OF MONTEBELLO AND THE
MONTEBELLO SUCCESSOR AGENCY (“SELLERS”) AND THE
MONTEBELLO AFFORDABLE HOUSING, LP 112, 114, 121, 124, 128 AND 132 SOUTH 6TH STREET GRAND, CITY OF MONTEBELLO
(“DEVELOPER”)

DATE: February 22, 2023

RECOMMENDATION(S):

It is recommended that the City Council / Successor Agency:

1. Adopt City Council Resolution No. 23-18/ Successor Agency Resolution No. 23- 04, approving a Purchase, Sale, and Affordable Housing Agreement No. 4075 (Attachment A) among the City of Montebello (“City”), Montebello Affordable Housing and Cesar Chavez Foundation (“CCF”), Relocation Plan (Attachment C) and Appraisal (Attachments D-E) for Phase 1 project site – a proposed three (3) and four (4) story residential building with approximately sixty-three (63) affordable housing units with 1 to 3 bedrooms, with parking and related amenities located at four (4) vacant City owned (and one Successor Agency-owned) parcels at 112, 114, 121, 124, and 132 South 6th Street (APN No.: 6349-005-900, 901, 902, and 903), and 128 and 128 ½ South 6th Street (APN No.: 6349-005-006), owned by CCF, to allow the construction, use, and maintenance of an affordable housing development; and

2. Take such additional, related, action that may be desirable.

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FISCAL IMPACT:

Based on the certified appraisal (dated December 7, 2021), the appraised value for all properties (located at 112, 114, 124,128, AND 132 S. 6 th Street) is Three Million Seven Hundred and Sixty Thousand Dollars ($3,760,000). The privately owned parcel is appraised at $685,000. Therefore, the purchase price for the City Owned Properties will be Three Million and Seventy Five Thousand Dollars ($3,075,000), which will be loaned from the City to Developer pursuant to the terms and conditions of the Purchase, Sale, and Affordable Housing Agreement (Purchase and Sale Agreement). The loan in the amount of $3,075,000 is in the form of a "land loan" and does not require the City to provide any upfront cash. The Purchase and Sale Agreement includes terms that require the repayment of the appraised value over a set period of time.

The purchase price for the former Successor Agency-Owned Property at 121 S. 6th Street will be One Hundred Nineteen Thousand Dollars ($119,000), which will be paid in cash at closing by CCF to the City/Successor Agency. Pursuant to the statutes and laws governing the dissolution of redevelopment agencies, these funds will be remitted to the State of California for eventual disbursement to taxing agencies within the former Montebello Redevelopment Agency project areas. This property is on the Successor Agency's Long Range Property Management Plan (LRPMP) and is being disposed of (sold) in a manner consistent with current redevelopment law and the LRPMP.

The City will make a second loan to the Developer in the amount of Nine Hundred Fifty Thousand Dollars ($950,000) in the form of a deferment of the impact fees due by the Developer to the City in connection with the Project. This amount represents the total amount of fees which would be paid by a similar residential development in the City.

Finally, a third loan in the amount of $549,000 from the City’s General Fund to incentivize the affordable housing project will be made. It is anticipated that this funding will be needed by the Developer by January, 2024. The City loans will be secured by the Project Site, and are consideration for Developer’s commitment to the affordable units, with repayment terms spelled out in the Purchase and Sale Agreement.

The development received a CTCAC 9% Award in October 2022. With the receipt of the CTCAC funding, all the project financing is anticipated to close and construction will commence pursuant to a notice to proceed in March 2023. Part of the financing included the following loan/grants: (1) LACDA AHT, (2) LACDA PBV, (3) HCD IIG, (4) City Land Loan, (5) City Impact Fee Loan, (6) SGRVHTF Loan, (7) City Gap Loan, (8) Debt, and (9) Tax Credit Equity.

BACKGROUND/DISCUSSION:

This item concerns the potential development of a sixty-three (63) unit development of one hundred percent (100%) affordable family housing and victims of domestic violence.

CCF will enter into an Agreement to purchase five (5) vacant City owned parcels on 6 th Street and the City will issue a low interest residual receipt loan for the value of the four (4) the five (5) project parcels to CCF. Only four (4) of the City parcels will be part of the

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development with the remaining City parcel being used for another development. CCF purchased a single residential parcel, with two residential units, from a private owner to combine with the City parcels for the development.

The City is the owner of those certain parcels of real property located at 112, 114, 124, and 132 South 6th Street, City of Montebello, (collectively, the “City Properties”), and the Successor Agency is the owner of that certain parcel of real property located at 121 S. 6th Street, City of Montebello. Developer, a wholly owned subsidiary of Cesar Chavez Foundation, a California nonprofit public benefit corporation (“CCF”), is the owner of those certain parcels of real property located at 128 and 128 ½ South 6th Street, City of Montebello, (collectively, the “Developer”).

Developer desires to: (1) purchase the City Properties from the City and the City-owned Property from the Successor Agency; (2) consolidate the City Properties with the Developer Property to create a single development parcel totaling thirty-five thousand square feet (35,000 sf) (or .7880 acres), (the “Project Site”), for development and operation thereon of an affordable housing project with supportive services targeting families and survivors of domestic violence (the “Project”); and (3) retain the Successor Agency Property for future development.

As described in an Assignment Agreement previously entered into between the City and CCF, CCF will separately be acquiring those certain parcel(s) of real property located immediately north of the Project Site at 501, 507, 509, 513, 517, 525 Whittier Boulevard, City of Montebello (“Phase II Site”). The Phase II Site will be developed with a mixed-use project with approximately sixty-nine (69) housing units (35% of which will be restricted for affordable housing) and approximately 10,100 square feet of commercial / retail space with supportive parking (“Phase II Project”), and CCF’s acquisition of the Phase II Site and development of the Phase II Project. CCF’s pledge to proceed with the Phase II Project will be secured by CCF’s issuance of a performance guarantee for the value of the City loans to Phase I.

Furthermore, CCF is to cover partial costs for installation of a traffic signal between the intersection of 6th Street and Whittier Boulevard in the amount of three-hundred thousand dollars ($300,000.) The total cost associated with the installation of the new traffic signal is estimated to be five-hundred thousand dollars ($500,000).

Pursuant to Section 34364 of the Government Code and notwithstanding any other law, Sellers, the City, may sell, convey, or otherwise dispose of the Agency Properties to Developer for the provision of affordable housing on the terms and conditions the City deems best suited to the provision of such housing.

DISCUSSION

PURCHASE SALE AND DEVELOPMENT AGREEMENT

As referenced above, the City and CCF previously entered into that certain Assignment of Purchase, Sale, and Development Agreement dated November 10, 2021 (“Assignment

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Agreement”), pursuant to which, among other things: (1) the City and Successor Agency approved CCF’s acquisition of a former developer, Ku & Associates (“Former Developer”), right to purchase and develop the subject properties under a preexisting agreement with the City; and (2) the City and CCF established the general terms and conditions associated with CCF’s purchase and development of the 6th Street properties.

The proposed Agreement now presented for the City Council / Successor Agency’s consideration would facilitate this transaction originally described in the Assignment Agreement. If approved, CCF will provide support for very low and low-income (30% to 60% of the area median income) families by planning, building, operating, and providing residential services for the 6 th Street Grand apartment. Half of the units, thirty-one (31) units will be restricted to households who are survivors of domestic violence.

The building consists of three (3) and four (4) story residential building over one (1) level of subterranean parking garage with forty-two (42) parking stalls. There will also be a residential community center on the first floor with fifteen (15) surface parking spaces, which seven (7) will be for electric vehicles. There will be sixty-seven (67) total parking spaces and thirty (30) spaces for bike parking. The building also offers amenities, including, but not limited to laundry rooms, tot lot, barbeque areas, and community rooms.

The City of Montebello’s General plan and Zoning will identify the site as Multi-Density Residential (R-3) and General Commercial (C-2).

Key terms and conditions of the Purchase Agreement are the following:

1. Zoning Approvals; Entitlements. On November 10, 2021, the City Council adopted Resolution No. 21-91 approving Developer’s application for discretionary land use entitlements for the Project, and specifically: (a) approving Developer’s application for an Amendment to the Precise Plan of Development for Planned Development District No. PD2-15, Site Plan Review, and Parking Management Plan (Case No.

PC-2021-0002-PD-SRP-PMP), to permit the Project Site to be developed with the Project, subject to certain conditions of approval set forth in said resolution (cumulatively the “Zoning Approvals”); and (b) Adopting the Addendum (with the Precise Plan, Zoning Approvals, and MND cumulatively the “Entitlements”). The Developer has agreed to accept all conditions of approval set forth in the Entitlements, and to comply with said conditions and all approvals, permits and other governmental actions regarding the development or operation of the Project on the Project Site as a condition to the Close of Escrow.

2. Project Permits. Application Condition to Closing. At least twenty (20) days prior to the Closing Date, and as a condition to the Closing of Escrow, Developer shall submit to the Sellers, on the City’s standard form and inclusive of any required plans, specifications, or other information or documentation, an application for a building permit for the Project.

3. Developer to Pay All Costs and Expenses. The Parties agree that Sellers shall not provide any financial assistance to the Developer in connection with the Project except as is expressly set forth in this Agreement relative to the Land Loan, Impact Fee Loan, and Predevelopment Loan.

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4. City Loans and Security. The City shall make three separate loans to Developer – one for the Purchase Price of the City Properties in the form of a "land loan" that does not require the City to provide any upfront cash, a second for the deferment of impact fees, and a third to incentivize the project – which shall be paid by Developer to City on the terms and conditions set forth in the Notes for the applicable loan, and which will be secured on the Project Site. Because of the financial guarantee provided by CCF for Phase II, these City loans also provide an incentive for the Developer to proceed with that development.

5. Developer indemnifies the City and does not assume the risk, and shall not be responsible for, damages relating to or arising from the Project or the Agreement.

6. Construction of the Phase I Project will commence by March 2023 and must be completed by December 2024.

RELOCATION PLAN FOR 112-132 S.6TH Street

On February 2022, Vista Del Monte Affordable Housing, Inc., (“Developer”) proposed the 6th Street Grand Project, an affordable housing project consisting of sixty-three (63) affordable housing units with on-site subterranean parking and related amenities. The new units will be comprised of sixty-two (62) tenant units plus one manager’s unit for a total of sixty-three (63) units. Overland, Pacific & Cutler, LLC (“”OPC”), a relocation consulting firm, was retained to prepare a relocation plan to evaluate the present circumstances, replacement housing requirements of the displaced, and required relocation assistance. Adequate funds are available to permanently relocate the eligible project households. Tax credit proceeds will be used to pay relocation benefits. The total budget estimate for permanent relocation for this project is one-hundred and twenty thousand dollars ($120,000.00.)

The Developer proposed to purchase six (6) City/Agency-owned parcel(s) and enter into an ENA and DDA with the City of Montebello/Successor Agency for the development of the site for 112-132 S. 6 th Street. All parcels are vacant with the exception of two (2) occupied residential dwellings located at 128 and 128 ½ S. 6th Street, and that acquisition has been completed by the Developer. The two (2) existing residential dwellings which currently occupy the project site, will need to be permanently relocated to facilitate the new construction activities.

The tenants occupy a single-family residence and converted garage in a densely populated mixed-use neighborhood. The two (2) households comprised of four (4) adults and no children (17 years or younger) living on the project site will be permanently relocated for the project and would be eligible for relocation assistance. The occupants rent a one-bedroom single-family resident and a two-bedroom with rent ranging from $900-$1,950.

Both households would like to remain within the immediate community to remain in proximity to employment and family. The comparable available replacement housing identified is within nine (9) miles of the project site, although most were within five (5)

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miles. All units were in similar mixed-use neighborhoods. Several units were also within three (3) miles of the project site, which would keep tenants in proximity to their current employment. There are adequate replacement resources for both households, but some of the tenant occupants will likely have an increase in monthly rent. Possible increases, if any, will met through the Developer’s obligation under applicable relocation laws. No residential displacee will be required to move without both adequate notice and access to available, affordable, decent, safe, and sanitary housing.

Relocation staff will provide the displaced tenants with required technical and advisory assistance and distribute all required notices and informational statements. Close contact will be maintained with the tenants. In the course of a personal interview and follow-up visits, each person displaced will be counseled as to available options and the consequences of any choice with respect to financial assistance. The Developer will process advance payment requests to mitigate hardships for tenants who do not have access to sufficient funds to pay move-in costs (i.e., first month’s rent, security deposits.) Residential occupants will also be eligible to receive payment for moving expenses.

APPRAISAL OF 112-132 S. 6TH STREET

On October 19, 2021, the City’s Planning Commission approved a resolution to commence construction of sixty-three (63) affordable housing units.

On January 14, 2022, CCF presented an appraisal of 112-132 S. 6 th Street. As of December 7, 2021, the market value subject free and clear of financing is three million and seventy-five thousand dollars ($3,075,000.). Ownership of 128 S. 6th Street is vested in CCF. It transferred in October 2021 from Ying Sing, LP, a California Limited partnership for the price of $685,000. This is considered a market-oriented transaction.

If this Purchase, Sale, and Affordable Housing Agreement is approved and adopted, ownership of parcels 112-132 S. 6th Street will transfer to CCF. Currently, the subject is improved with a duplex that is planned to be razed prior to redevelopment of the project site. The project site sits on 0.81 acres or 39,240 square feet and is rectangular in shape.

The project site represents a legal conforming use and zoned as a mixture of C-2-PD, General Commercial Planned District & R-3-PD, Multiple Family Residential Planned District, Center City Planned District Neighborhood Mixed-Use Center (MC).

APPRAISAL OF 121 S. 6TH STREET

On January 14, 2022, CCF presented an appraisal of 121 S. 6 th Street (APN No. 6349- 006-900.) As of December 7, 2021, the market value subject free and clear of financing is four-hundred and twenty thousand dollars ($420,000.) The Subject is zoned C-2, General Commercial. The project site area is 0.14 acres or 6,057 square feet, rectangular in shape, and currently vacant. Ownership of the project site is vested in the Successor Agency to the Former Community Redevelopment Agency of the City of Montebello.

There is an exclusive negotiation agreement between the Successor Agency and CCF, and any of CCF’s affiliates in order to purchase the parcel valued in the appraisal.

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ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

Staff recommends the City Council and Successor Agency adopt City Council Resolution No. 23-18/ Successor Agency Resolution No. 23-04 (Attachment B), approving a Purchase, Sale, and Affordable Housing Agreement No. 4075 (Attachment A), Relocation Plan (Attachment C) and Appraisal (Attachment D-E) for Phase 1 project site by and between the City of Montebello, Montebello Affordable Housing LP, and Cesar Chavez Foundation (“CCF”) to allow the construction, use, and maintenance of an affordable housing development.

ATTACHMENT(S)

1. Attachment A - Agr No. 4075 - Purchase, Sale and Affordable Housing Development - 6th Street Grand

2. Attachment B - City Council Resolution 23-18 / Successor Agency Resolution No. 23-04

3. Attachment C - Relocation Plan

4. Attachment D - Appraisal of 112-132 6th Street

5. Attachment E - Appraisal of 121 6th Street

NEXT STEPS:

N/A

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61147.00145\32162022.3
1603\46\2864071.5

PURCHASE, SALE, AND AFFORDABLE HOUSING DEVELOPMENT
AGREEMENT NO. 4075
(6th Street Grand, Montebello Phase 1)
among

THE CITY MONTEBELLO,
a California municipal corporation, and

THE MONTEBELLO SUCCESSOR AGENCY,
a California successor agency created and operating under H&S Code 34170 et seq.
as “Sellers”
AND

MONTEBELLO AFFORDABLE HOUSING, LP,
a California limited partnership
as “Developer”

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TABLE OF CONTENTS
Page
61147.00145\32162022.3 i
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ARTICLE I. DEFINITIONS; REPRESENTATIONS AND WARRANTIES; EFFECTIVE DATE ..................................................................................3

1.1 Definitions.....................................................................................3

1.2 Representations and Warranties..................................................11 ARTICLE II. PROPERTY DISPOSITION...................................................................15

2.1 Purchase and Sale........................................................................15

2.2 Payment of Purchase Price..........................................................15

2.3 Eminent Domain .........................................................................15

2.4 Title Approval .............................................................................16

2.5 Developer Investigations.............................................................17

2.6 Project Entitlements ....................................................................18

2.7 Project Permits – Application Condition to Closing...................19

2.8 City Requirements.......................................................................19

2.9 Developer to Pay All Costs and Expenses ..................................20

2.10 Delivery of Property Free of Occupants .....................................20 ARTICLE III. ESCROW INSTRUCTIONS ..................................................................21

3.1 Opening of Escrow......................................................................21

3.2 Conditions to Close of Escrow....................................................21

3.3 Developer’s Escrow Deposits .....................................................23

3.4 City’s Escrow Deposits ...............................................................24

3.5 Closing Procedure .......................................................................24

3.6 Close of Escrow ..........................................................................25

3.7 Recordation and Distribution of Documents...............................25

3.8 Escrow Closing Costs, Taxes and Title Policy Premium............26

3.9 Escrow Cancellation Charges......................................................26

3.10 Escrow Cancellation....................................................................26

3.11 Report to IRS...............................................................................26 ARTICLE IV. PROJECT DEVELOPMENT .................................................................27

4.1 Developer Covenant to Undertake Project..................................27

4.2 Changes to Plans and Specifications During Course of Construction ................................................................................27

4.3 Construction Start and Completion of Project ............................27

4.4 Compliance with Laws................................................................28

4.5 Schedule of Performance ............................................................28

4.6 Developer Attendance at City Meetings .....................................28

4.7 City’s Right to Inspect Project and Property...............................28

4.8 Cost of Construction ...................................................................29

4.9 Prevailing Wages.........................................................................29

4.10 Certificate of Completion............................................................30

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ARTICLE V. DEVELOPER COVENANTS ................................................................31

5.1 Obligation to Refrain from Discrimination.................................31

5.2 Form of Non-Discrimination and Non-Segregation Clauses ......32

5.3 Environmental Indemnity of the Sellers by the Developer.........33

5.4 Insurance .....................................................................................35

5.5 Developer Covenant to Defend this Agreement .........................38

5.6 Affordability Covenant ...............................................................38 ARTICLE VI. PROJECT FINANCING.........................................................................39

6.1 City Loans ...................................................................................39

6.2 Construction Financing ...............................................................39

6.3 Project Budget.............................................................................40

6.4 Only Permitted Exceptions..........................................................41

6.5 City Right to Discharge Prohibited Encumbrances.....................41

6.6 Rights of Lender and City Regarding Permitted Security Instruments..................................................................................41 ARTICLE VII. DEFAULTS, REMEDIES AND TERMINATION................................43

7.1 Defaults - General .......................................................................43

7.2 DEVELOPER’S ELECTION RE ...............................................44

7.3 SELLERS’ ELECTION RE........................................................45

7.4 Legal Actions ..............................................................................46

7.5 Rights and Remedies are Cumulative .........................................47

7.6 Developer Indemnification of the Sellers....................................47 ARTICLE VIII. GENERAL PROVISIONS......................................................................47

8.1 Incorporation of Recitals.............................................................47

8.2 Restrictions on Transfers.............................................................48

8.3 Notices, Demands and Communications Between the
Parties..........................................................................................48

8.4 Conflict of Interest ......................................................................49

8.5 Warranty Against Payment of Consideration for Agreement .....50

8.6 Non-liability of Sellers, Officials and Employees ......................50

8.7 Unavoidable Delay; Extension of Time of Performance ............50

8.8 Inspection of Books and Records................................................51

8.9 Real Estate Commissions............................................................51

8.10 Binding on Successors and Assigns............................................51

8.11 Entire Agreement ........................................................................51

8.12 Execution of this Agreement.......................................................52

8.13 Survival of Indemnity Obligations..............................................52

8.14 Time Declared to be of the Essence............................................52

8.15 Approvals ....................................................................................52

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8.16 Further Assurances......................................................................52

8.17 City Approvals and Actions ........................................................52

8.18 Investor Limited Partner Provisions............................................53

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This PURCHASE, SALE, AND AFFORDABLE HOUSING DEVELOPMENT AGREEMENT (“Agreement”) is dated for reference purposes as of February 27, 2023 (“Date of Agreement”), and is entered into by and among the CITY OF MONTEBELLO, a California municipal corporation (“City”), the MONTEBELLO SUCCESSOR AGENCY, a California successor agency created and existing pursuant to Health & Safety Code section 34170 et seq. (the “Successor Agency,” jointly with City the “Sellers”) and the MONTEBELLO AFFORDABLE HOUSING, LP, a California limited partnership (“Developer”).

RECITALS
This Agreement is entered into with reference to the following recitals of fact (“Recitals”) that Sellers and Developer believe to be true as of the Effective Date of this Agreement:

A. The City is the owner of those certain parcels of real property located at 112, 114, 124, and 132 South 6th Street, City of Montebello, as legally described in Exhibit “A” hereto (collectively, the “City Properties”), and the Successor Agency is the owner of that certain parcel of real property located at 121 S. 6th Street, City of Montebello, as legally described in Exhibit “B” hereto (the “SA Property”).

B. Developer, an affiliate of Cesar Chavez Foundation, a California nonprofit public benefit corporation (“CCF”), is the owner of those certain parcels of real property located at 128 and 128 ½ South 6th Street, City of Montebello, as legally described in Exhibit “C” hereto (collectively, the “Developer Property”). Developer desires to: (1) purchase the City Properties from the City and the SA Property from the Successor Agency; (2) consolidate the City Properties with the Developer Property to create a single development parcel totaling thirty-five thousand square feet (35,000 sf) (or .80 acres), as depicted in Exhibit “D” hereto (the “Project Site”), for development and operation thereon of an affordable housing project with supportive services targeting families and survivors of domestic violence (the “Project”); and (3) retain the SA Property for future development.

C. The City and CCF have previously entered into that certain Assignment of Purchase, Sale, and Development Agreement dated November 10, 2021 (“Assignment Agreement”), the Recitals of which describe the facts and circumstances predating the Assignment Agreement and pursuant to which, among other things: (1) Sellers approved and CCF acquired any and all rights held by the “Assignor” (as defined in the Assignment Agreement) to purchase and develop the City Properties and SA Property (jointly at times herein the “Agency Properties”) under that certain preexisting “PSDA” (as defined in the Assignment Agreement); and (2) Sellers and CCF established the general terms and conditions associated with CCF’s purchase of the Agency Properties and subsequent development of the City Properties.

D. In addition, the Assignment Agreement described CCF’s commitment to acquire those certain parcels of real property located immediately north of the Project Site at 501, 507, 509, 513, 517, 525 Whittier Boulevard, City of Montebello (“Phase II Site”) for a second phase development consisting of a mixed-use development with approximately sixty-nine (69) housing units (35% of which will be restricted for affordable housing) and approximately 10,000 square feet of commercial / restaurant space with supportive parking (“Phase II Project”), and CCF’s

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acquisition of the Phase II Site and development of the Phase II Project was a material inducement to the City’s approval of the Assignment Agreement and entering into this Agreement.

E. The Parties now desire to enter into this Agreement to amend, restate, and fully replace and supersede the PSDA and Assignment Agreement to memorialize the terms and conditions by which the Sellers will sell the Agency Properties to Developer, and Developer will develop and operate the Project on the Project Site; and further, the terms and conditions by which CCF will separately proceed with completing the acquisition, development and construction of the Phase II Project.

F. In connection with approving this Agreement, and based upon all evidence presented to the City Council in connection with its consideration of this Agreement, including but not limited to staff reports, presentations, public testimony, and plans and specifications for the Project, the City Council for the City of Montebello finds and declares as follows:
1) Developer’s proposed acquisition of the Agency Properties and subsequent construction and completion of the Project on the Project Site pursuant to the terms of this Agreement is in the best interest of the City and the health, safety and welfare of the City’s taxpayers and residents, advances stated housing goals of the state and City and public purposes set forth in applicable law, and is expressly authorized by applicable law. 2) Implementation of this Agreement will further and is consistent with the goals and objectives of the General Plan of the City of Montebello by promoting development of affordable housing in a manner compatible with surrounding uses and on a site identified by the City as appropriate for low income housing, and the Project will provide new housing for low, very-low and extremely-low income households furthering the City’s Regional Housing Needs Assessment (RHNA) obligation.
3) Implementation of this Agreement is consistent with the requirements of the Montebello Zoning Code by advancing City goals of revitalizing the downtown district, providing affordable housing options to residents, and creating job opportunities for the community, and the Agreement advances an overriding public interest by addressing the shortage of affordable housing in the community through the creation of affordable units with supportive services. 4) Pursuant to Section 34364 of the Government Code and notwithstanding any other law, Sellers may sell, convey, or otherwise dispose of the Agency Properties to Developer for the provision of affordable housing on the terms and conditions Sellers deem best suited to the provision of such housing.
5) The Successor Agency’s sale of the SA Property to the City was approved by Resolution No. 18-05 of the Montebello Oversight Board adopted on June 19, 2018, and by the Assignment Agreement and this Agreement, the City hereby assigns and conveys its right to purchase the Property to Developer subject to the terms and conditions specified in this Agreement. 6) The City, as “lead agency,” has evaluated the potential environmental impacts of the this Agreement pursuant to the requirements of the California Environmental Quality Act (“CEQA”) by way of: (a) a Mitigated Negative Declaration that was approved by the City Council on June 22, 2016 (“MND”), which found that the “project” described in the original

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PSDA, with mitigation, would not have a significant effect on the environment; and (b) an Addendum to the MND that was approved by the City Council on November 10, 2021, and concluded that none of the circumstances requiring preparation of a new negative declaration, mitigated negative declaration, or environmental impact report exist (“Addendum”).

NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Sellers and Developer, the Parties agree as follows:

TERMS AND CONDITIONS
ARTICLE I.

DEFINITIONS; REPRESENTATIONS AND WARRANTIES;

EFFECTIVE DATE

1.1 Definitions. All initially capitalized terms not otherwise defined in this Agreement shall have the following meanings:

1.1.1 “Affiliate” means and refers to any person or entity, directly or indirectly, through one or more intermediaries, Controlling or Controlled by or under common Control with the applicable person or entity, whether by direct or indirect ownership of equity interests, by contract or otherwise.

1.1.2“CCF” means Cesar Chavez Foundation, a California nonprofit public benefit corporation.

1.1.3“Certificate of Completion” means the written certification of City that the construction of the Project has been completed in compliance with the terms and conditions of this Agreement.

1.1.4“City Loan Deed of Trust” has the meaning ascribed thereto in Section

6.1. 1.1.5“City Grant Deed” means a deed substantially in the form of Exhibit “E” to this Agreement, conveying the City’s ownership interest in the City Properties to the Developer.

1.1.6“City Manager” means the City Manager of the City or his or her designee or successor in function.

1.1.7“City’s Title Notice Response” means the written response of the City to the Developer’s Title Notice, in which the City either (i) elects to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer’s Title Notice, or (ii) elects not to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Developer’s Title Notice.

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1.1.8“Close of Escrow” or “Closing” means the recording of the Grant Deeds for the Agency Properties in the official records of the Recorder of the County, and completion of each of the actions set forth in ARTICLE III by the Escrow Holder for the Sellers to sell the Agency Properties to the Developer and the Developer to purchase the Agency Properties from the Sellers.

1.1.9“Construction Financing” means the loans Developer shall obtain identified in this Agreement and the Project Budget, the proceeds of which shall be used and applied to pay the reasonable costs of obtaining such loan(s) plus Project Costs. If applicable, any such loan(s) obtained by Developer shall provide for normal and customary disbursement controls for the payment of Project Costs and may include normal and customary fees and expenses for loan(s) of similar size and purpose.

1.1.10“Control” means and refers to possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of equity interests, by contract or otherwise.

1.1.11“Controlling” and “Controlled” mean and refer to exercising or having Control.

1.1.12“County” means the County of Los Angeles, California.

1.1.13“Developer’s Title Notice” means a written notice from the Developer to the City indicating the Developer’s objection to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Agency Properties, describing in suitable detail the actions that the Developer reasonably believes are indicated to cure or correct each of the Developer’s objections, other than the Permitted Exceptions.

1.1.14“Due Diligence Investigations” means the Developer’s due diligence investigations of the Agency Properties to determine their suitability for development and operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Agency Properties, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer.

1.1.15“Due Diligence Investigation Rejection Notice” means a written notice of the Developer delivered to the Sellers and the Escrow Holder, prior to the end of the Due Diligence Period, indicating the Developer’s rejection of the condition of the Agency Properties and refusal to accept a conveyance of fee title to the Agency Properties, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to accept the condition of the Agency Properties.

1.1.16“Due Diligence Period” means the date commencing on the Effective Date and ending at 5:00 p.m. on the 30th day following the Effective Date.

1.1.17“Environmental Laws” means all federal, state, local, or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any government authority regulating, relating to, or imposing liability of standards of conduct concerning any hazardous substance (as later defined), or pertaining to occupational health or industrial hygiene

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(and only to the extent that the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Agency Properties), occupational or environmental conditions on, under, or about the Agency Properties, as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) [42 USC Section 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 (“RCRA”) [42 USC Section 6901 et seq.]; the Clean Water Act, also known as the Federal Water Pollution Control Act (“FWPCA”) [33 USC Section 1251 et seq.]; the Toxic Substances Control Act (“TSCA”) [15 USC Section 2601 et seq.]; the Hazardous Materials Transportation Act (“HMTA”) [49 USC Section 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USC Section 6901 et seq.] the Clean Air Act [42 USC Section 7401 et seq.]; the Safe Drinking Water Act [42 USC Section 300f et seq.]; the Solid Waste Disposal Act [42 USC Section 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 USC Section 101 et seq.] the Emergency Planning and Community Right to Know Act [42 USC Section 11001 et seq.]; the Occupational Safety and Health Act [29 USC Section 655 and 657]; the California Underground Storage of Hazardous Substances Act [California Health & Safety Code Section 25288 et seq.]; the California Hazardous Substances Account Act [California Health & Safety Code Section 25300 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [California Health & Safety Code Section 24249.5 et seq.] the Porter-Cologne Water Quality Act [California Water Code Section 13000 et seq.] together with any amendments of or regulations promulgated under the statutes cited above and any other federal, state, or local law, statute, ordinance, or regulation now in effect or later enacted that pertains to occupational health or industrial hygiene, and only to the extent the occupational health or industrial hygiene laws, ordinances, or regulations relate to Hazardous Substances on, under, or about the Agency Properties, or the regulation or protection of the environment, including ambient air, soil, soil vapor, groundwater, surface water, or land use.

1.1.18“Escrow Closing Date” means, subject to extension due to Unavoidable Delay, March 23, 2023, provided that in no event shall the Escrow Closing Date shall occur later than March 27, 2023, unless extended in writing upon the mutual consent of the Parties.

1.1.19“Escrow Holder” means Commonwealth Title Insurance Company, through its office located at 601 S Figueroa St #4000, Los Angeles, CA 90017, or such other escrow holder mutually agreed upon in writing by both Sellers and Developer.

1.1.20“FIRPTA Affidavit” means an affidavit complying with Section 1445 of the United States Internal Revenue Code.

1.1.21 “Governmental Agency” means any and all courts, boards, agencies, commissions, offices, or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city, or otherwise) whether now or later in existence.

1.1.22“Governmental Requirements” means all codes, statutes, ordinances, laws, permits, orders, and any rules and regulations promulgated thereunder of any Governmental Agency with jurisdiction over or applicable to the Agency Properties, Project Site, and/or Project.

1.1.23“Grant Deeds” means, collectively, the City Grant Deed and the SA Grant Deed.

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1.1.24“Hazardous Substances” means, without implied limitation, substances defined as “hazardous substances,” “hazardous material,” “toxic substance,” “solid waste,” or “pollutant or contaminate” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.; the TSCA; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT) Table [49 CFR 172.101], or by the EPA, or any successor authority, as hazardous substances [40 CFR Part 302]; and those substances defined as “hazardous waste” in Section 25117 of the California Health and Safety Code or, as “hazardous substances” in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated biphenyl, flammable explosives, radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317. Notwithstanding the foregoing, “Hazardous Substances” shall not include such products in quantities as are customarily used in the construction, maintenance, development, operation or management of residential developments or associated buildings and grounds, or typically used in residential activities in a manner generally used in other comparable residential developments, or substances commonly ingested by a significant population living within the Project including, without limitation, alcohol, aspirin, tobacco and saccharine.

1.1.25“Impact Fee Loan” has the meaning ascribed thereto in Section 6.1.

1.1.26“Impact Fee Note” has the meaning ascribed thereto in Section 6.1.

1.1.27“Institutional Lender” means any of the following: (a) a bank (State, Federal or foreign), trust company (in its individual or trust capacity), insurance company, credit union, savings bank (State or Federal), pension, welfare or retirement fund or system, real estate investment trust (or an umbrella partnership or other entity of which a real estate investment trust is the majority owner), Federal, State or local governmental agency regularly making or guaranteeing mortgage loans, investment bank or a subsidiary of a Fortune 500 company; or (b) any person or entity that is an Affiliate of or is a combination of any one or more of the persons or entities described in “(a)” of this Section.

1.1.28“Land Loan” has the meaning ascribed thereto in Section 6.1.

1.1.29“Land Note” has the meaning ascribed thereto in Section 6.1.

1.1.30“Lender” means the holder of any Security Instrument and its successors and assigns.

1.1.31“Managing General Partner” means Montebello Affordable Housing, LLC, a California limited liability company.

1.1.32“Parties” means, collectively, the Sellers and the Developer.

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1.1.33“Party” means, individually, the City, the Successor Agency, or the Developer, as applicable.

1.1.34 “PCO Statement” means a preliminary change of ownership statement provided for in California Revenue and Taxation Code Section 480.3.

1.1.35“Permanent Loan” any loan that the Developer obtains from an Institutional Lender, the proceeds of which are to be used and applied solely to pay: (1) the reasonable costs of obtaining such loan; (2) the then current outstanding principal and interest under any Construction Financing; and (3) any reasonable and customary fees or charges of the Institutional Lender, as applicable, providing the Construction Financing relating to pay-off of the Construction Financing. The Permanent Loans are set forth in the Project Budget.

1.1.36“Permitted Exceptions” means (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer accepts, pursuant to Section 2.4; (ii) any exceptions from coverage under the proposed Title Policy; (iii) non-delinquent property taxes and assessments; (iv) this Agreement; (v) the Grant Deeds; (vi) the Regulatory Agreement; (vii) any Permitted Security Instrument; (xiii) any encumbrance recorded against the Project Site with Developer’s consent or as a result of the activities of Developer; and (ix) any other document or encumbrance expressly required or allowed to be recorded against the subject property under the terms of this Agreement.

1.1.37 “Permitted Security Instrument” means any Security Instrument: (a) that encumbers the Project Site or portion thereof or interest in the Project Site; (b) that is a requirement of the Lender for the Construction Financing, any Permanent Financing, or any Refinancing; and (c) that only secures: (i) the repayment of money used to pay or reimburse the Construction Financing; (ii) a bona fide Permanent Loan; (iii) a delivery assurance fee regarding a Permanent Loan that is refundable to Developer at the close of the Permanent Loan; or (iv) said Refinancing. Developer shall promptly delivery a copy of any Security Instrument to the City, with the Lender’s name and notice address.

1.1.38“Permitted Transfer” means any of the following types of Transfer by Developer, which unless otherwise provided do not require the Sellers’ prior written approval, but which shall be subject to the person or entity to which such Transfer is made expressly and unconditionally assuming in a written assignment and assumption agreement between such person or entity, Developer and Sellers that is in a form reasonably acceptable to Sellers (as evidenced by execution of such assignment and assumption agreement by the City Manager), all obligations of Developer under this Agreement:

1.1.38.1Any Transfer to an Institutional Lender: (1) pursuant to a Permitted Security Instrument as collateral for bona fide Construction Financing to pay all or any part of the Project Costs; or (2) pursuant to a Permitted Security Instrument as collateral for a bona fide Permanent Loan or any Refinancing.

1.1.38.2Any Transfer directly resulting from the foreclosure or deed in lieu of foreclosure of a Permitted Security Instrument for a loan from an Institutional Lender to the Project or as otherwise permitted.

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1.1.38.3Any Transfer of stock or equity in the Party that does not change management or operational Control of the Project, with no material change in beneficial ownership (with the exception of any conveyance to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit) and which constitutes a tax-free transaction under Federal income tax law and California real estate transfer tax.

1.1.38.4The lease of residential units in the Project consistent with the Regulatory Agreement.

1.1.38.5Any Transfer of this Agreement and the Project Site to a limited liability company in which CCF, Vista Del Monte or an Affiliate of CCF or Vista Del Monte is a majority member and manager.

1.1.38.6Any Transfer of this Agreement and the Project Site to a limited partnership in which a general partner is an Affiliate of Developer, CCF, or Vista Del Monte, and the managing general partner is a 501(c)(3) tax exempt nonprofit corporation or its Affiliate.

1.1.38.7The Transfer and sale of limited partnership interests in Developer while the Developer is in the form of a limited partnership.

1.1.38.8In the event that any general partner of the Developer, while the Developer is in the form of a limited partnership, is removed by the limited partner of such limited partnership for cause following default under the partnership agreement, the Transfer of the general partner interest to a 501(c)(3) tax exempt nonprofit corporation or its Affiliate selected by the limited partner and approved by the Sellers, which approval shall not be withheld unreasonably, delayed or conditioned.

1.1.38.9The Transfer of the Project from Developer, while the Developer is in the form of a limited partnership, to one or more of the general partners of the Developer or their Affiliates at the end of the tax credit compliance period for the Project;

1.1.38.10Any dilution of a general partner’s interest in the Developer while the Developer is in the form of a limited partnership, in accordance with the Developer’s limited partnership agreement;

1.1.38.11The Transfer of Developer’s rights and obligations pursuant to this Agreement regarding the purchase and sale of the SA Property and the development of the Phase II Project to CCF.

1.1.39“Phase II Performance Guaranty” means a performance guaranty regarding CCF’s acquisition and subsequent development of the Phase II Project, substantially in the form attached hereto as Exhibit “N”.

1.1.40“Predevelopment Loan” has the meaning ascribed thereto in Section 6.1.

1.1.41“Predevelopment Loan Agreement” has the meaning ascribed thereto in Section 6.1.

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1.1.42“Predevelopment Loan Deed of Trust” has the meaning ascribed thereto in Section 6.1.

1.1.43“Predevelopment Loan Note” has the meaning ascribed thereto in Section

6.1. 1.1.44“Preliminary Report” means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by legible copies of all documents listed in Schedule B of the report as exceptions to coverage under the proposed Title Policy. The Parties acknowledge that they may prepare one (1) or more Preliminary Reports for each parcel, or group of parcels, comprising the Agency Properties. In such case, all reports, notices, and objection letters which pertain to the Preliminary Report for the entirety of the Agency Properties shall apply separately to each Preliminary Report associated with a parcel or a group of parcels.

1.1.45“Project” means the construction and development of the Project Site with a sixty-three (63) unit affordable housing project and associated amenities and improvements, as further described in Developer’s “Project Narrative” attached hereto as Exhibit “G,” with the final Project as specifically described in the Entitlements and Project Permits.

1.1.46“Project Budget” means the Project Costs and anticipated sources of funds to pay the Project Costs as set forth in the Project pro forma set forth in Exhibit H, as may be modified from time to time pursuant to Section 6.2.

1.1.47“Project Commencement Date” means no later than the date that is sixty (60) days after the Closing of Escrow. The Project Commencement Date is further described and defined in the Schedule of Performance in Exhibit I.

1.1.48“Project Completion Date” means the date by which a Certificate of Completion shall be issued for the Project, as more particularly provided in the Schedule of Performance. The Project Completion Date shall be no later than the date which is thirty (30) months after the Close of Escrow, subject to Unavoidable Delay.

1.1.49“Project Costs” means all of the Developer’s costs actually incurred for acquisition of the Agency Properties and development and construction of the Project.

1.1.50“Property Transfer” means and refers to any “change in ownership,” as defined in Revenue and Taxation Code Sections 60, et seq., of all or any portion of the Agency Properties.

1.1.51“Refinancing” means any loan secured by a Permitted Security Instrument that the Developer obtains from an Institutional Lender subsequent to recordation of the Permanent Loan for any of the following purposes: (1) to pay off all or a portion of an existing loan secured by a Permitted Security Instrument where the Lender providing the new loan will disburse loan proceeds to or on behalf of Developer exceeding the amount of principal and interest under the existing loan being paid plus the amount of any reasonable and customary fees and costs associated with obtaining such new loan that are actually paid by Developer and not rebated or refunded to Developer; (2) disbursing funds to or on behalf of Developer without paying off any existing loan

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secured by a Permitted Security Instrument; or (3) any loan extension, modification or equivalent regarding an existing loan to Developer secured by a Permitted Security Instrument that results in the Lender of the existing loan disbursing additional loan proceeds to or on behalf of Developer in excess of the original principal amount of the loan.

1.1.52“Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants, Conditions and Restrictions Restricting the Use of Property for Affordable Housing in substantially the form of Exhibit J attached to this Agreement, which shall be recorded against the Project Site as a condition for the Close of Escrow.

1.1.53“SA Grant Deed” means a deed substantially in the form of Exhibit “F” to this Agreement, conveying the Successor Agency’s interest in the SA Property to the Developer.

1.1.54“Schedule of Performance” means the schedule for the performance of certain actions by the Parties pursuant to this Agreement, attached to this Agreement as Exhibit I.

1.1.55“Security Instrument” means any security instrument, deed of trust, security deed, contract for deed, deed to secure debt, or other voluntary real property (including leasehold) security instrument(s) or agreement(s) intended to grant real property (including leasehold) security for any obligation (including a purchase-money or other promissory note) encumbering the Project Site, as entered into, renewed, modified, consolidated, increased, decreased, amended, extended, restated, assigned (wholly or partially), collaterally assigned, or supplemented from time to time, unless and until paid, satisfied, and discharged of record. If two or more such security instruments are consolidated or restated as a single lien or held by the same Lender (as applicable), then all such security instruments so consolidated or restated shall constitute a single Security Instrument. A participation interest in a security instrument (or partial assignment of the secured loan) does not itself constitute a Security Instrument.

1.1.56“State” means the State of California.

1.1.57“Tax Credit Equity” means the equity investment toward the cost of development and construction of the Project contributed to the Developer (when in the form of a limited partnership) by the Tax Credit Investor, in the amount set forth in the Project Budget.

1.1.58“Tax Credit Investor” means the limited partner in Developer (when in the form of a limited partnership) that provides the Tax Credit Equity for the development and construction of the Project.

1.1.59“Tax Credits” means an allocation from TCAC of nine percent (9%) federal low income housing tax credits and State low income housing tax credits to finance a portion of the Project Costs, in accordance with applicable state and federal regulations and associated TCAC regulations.

1.1.60 “TCAC” means the California Tax Credit Allocation Committee or successor in function.

1.1.61“TCAC Regulatory Agreement” means the regulatory agreement required to be recorded against the Project Site by TCAC to obtain the Tax Credits.

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1.1.62“Title Company” means Commonwealth Title Insurance Company, or such other title company mutually agreed upon in writing by both Sellers and Developer

1.1.63“Title Policy” means a standard CLTA owners’ policy of title insurance issued by the Title Company, with coverage in the full amount of the Purchase Price and insuring fee title to the Agency Properties, subject only to the Permitted Exceptions. However, at Developer’s option, Developer may acquire an ALTA extended coverage policy. Sellers shall pay for the standard CLTA policy. Developer shall pay for any additional incremental costs for obtaining the ALTA extended coverage policy.

1.1.64“Transfer” means any of the following:

1.1.64.1Any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); or

1.1.64.2Any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect equity interest(s) in the owner of such property, right or obligation by the holders of such equity interest(s); or

1.1.64.3Any merger, consolidation, sale, or lease of all or substantially all of the assets of the Developer or a series of such sales, assignments and the like that, in the aggregate, result in a disposition of more than a 49% interest of all or substantially all of the assets of the Developer; or

1.1.64.4Any Property Transfer; or

1.1.64.5The recordation of any deed of trust, mortgage, lien or similar encumbrance against all or any portion of the Agency Properties or the Project Site.

1.1.65“Unavoidable Delay” means any delay that is caused exclusively by the other Party or that is beyond the reasonable control of the Sellers or the Developer, including, without limitation, delay caused by strikes, acts of God, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions or priorities, epidemics, pandemics, civil commotion, including strikes, lockouts or riots, litigation, acts of the public enemy, fire, earthquakes, or similar causes.

1.1.66“Vista Del Monte” means Vista Del Monte Affordable Housing, Inc., a California nonprofit public benefit corporation.

1.2 Representations and Warranties.

1.2.1 Sellers’ Representations and Warranties. The representations and warranties of Sellers contained in this Section are true and correct to the best knowledge and belief of the City and/or Successor Agency, as applicable, as of the Effective Date. Sellers’ liability for misrepresentation or breach of warranty, representation, or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. Sellers’

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hereby make the following representations, covenants and warranties and acknowledge that the execution of this Agreement by Developer has been made in material reliance by Developer on such covenants, representations, and warranties:

1.2.1.1City is a California municipal corporation duly formed and operating under the laws of the State of California. City has the legal power, right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby. Successor Agency is a California successor agency duly formed and operating under the laws of the State of California. Successor Agency has the legal power, right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transactions contemplated hereby.

1.2.1.2The persons executing any instruments for or on behalf of Sellers have been authorized to act on behalf of Sellers, and this Agreement is valid and enforceable against Sellers in accordance with its terms and each instrument to be executed by Sellers pursuant hereto or in connection therewith will, when executed, shall be valid and enforceable against Sellers in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of and compliance with this Agreement by Sellers.

1.2.1.3Sellers have taken all requisite action and obtained all requisite consents for agreements or matters to which either City or Successor Agency is a party in connection with entering into this Agreement and the instruments and documents referenced herein and in connection with the consummation of the transactions contemplated hereby and no consent of any other party is required for the Seller’s authorization to enter into Agreement.

1.2.1.4Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which the Sellers are a party or by which the Sellers may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Sellers or to the Project Site.

1.2.1.5This Agreement is, and all agreements, instruments and documents to be executed by the Sellers pursuant to this Agreement shall be, duly executed by and shall be valid and legally binding upon the Sellers and enforceable in accordance with their respective terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of in compliance with this Agreement by the Sellers.

1.2.1.6The Agency Properties comprise legally formed parcels.

1.2.1.7City is the owner of the entire right, title and interest in and to the City Properties, and Successor Agency is the owner of the entire right, title and interest in and to the SA Property.

1.2.1.8None of the Agency Properties has been used for the purposes of storing, manufacturing, releasing, or dumping Hazardous Substances.

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1.2.1.9There are no pending or, to the best of the Seller’s knowledge, threatened claims, allegations or lawsuits of any kind that could materially and adversely affect the value of the Agency Properties or prohibit the sale thereof, nor to the best of Seller’s knowledge, is there any governmental investigation of any type or nature pending or threatened against or relating to any of the Agency Properties or the transactions contemplated hereby.

1.2.1.10Except as disclosed in the Preliminary Report, no portion of the Agency Properties is subject to any lease, license, option, or use agreement and no person or entity other than Sellers have any right to occupy and/or use the Agency Properties.

1.2.1.11If the Sellers become aware of any act or circumstance that would change or render incorrect, in whole or in any material part, any representation or warranty made by the Sellers under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the Sellers’ knowledge and/or belief as of a certain date, the Sellers will give immediate written notice of such changed fact or circumstance to the Developer.

Any representation made by “Sellers” pursuant to this Section 1.2.1 shall constitute an individual representation by each of City and Successor Agency.

1.2.2 Developer Representations and Warranties. The representations and warranties of Developer contained in this Section are true and correct to the best knowledge and belief of Developer as of the Effective Date. The Developer’s liability for misrepresentation or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing. The Developer hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by Sellers has been made in material reliance by Sellers on such covenants, representations and warranties:

1.2.2.1The Developer is a California limited partnership, lawfully entitled to do business in the State of California and the City. The Developer has the legal right, power and authority to enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby. The persons executing this Agreement and the instruments referenced herein on behalf of the Developer hereby represent and warrant that such persons have the power, right and authority to bind the Developer.

1.2.2.2The Developer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby, and no consent of any other party is required for the Developer’s authorization to enter into Agreement.

1.2.2.3Developer has the knowledge, skill, expertise, financing or funds, and capacity to complete the Project in accordance with the requirements of this Agreement.

1.2.2.4Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other agreement, document, instrument or other obligation to which the Developer is a party or by

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which the Developer may be bound, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to the Developer or to the Project Site.

1.2.2.5This Agreement is, and all agreements, instruments and documents to be executed by the Developer pursuant to this Agreement shall be, duly executed by and shall be valid and legally binding upon the Developer and enforceable in accordance with their respective terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution and delivery of in compliance with this Agreement by the Developer.

1.2.2.6If the Developer becomes aware of any act or circumstance that would change or render incorrect, in whole or in any material part, any representation or warranty made by the Developer under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon the Developer’s knowledge and/or belief as of a certain date, the Developer will give immediate written notice of such changed fact or circumstance to the Sellers.

1.2.3 Effective Date. This Agreement is dated in the first paragraph for reference purposes only. This Agreement shall not become effective until the date on which all of the following are true (“Effective Date”): (a) this Agreement is approved and executed by the appropriate authorities of Developer and delivered to Sellers; (b) this Agreement is approved by the City Council for the City and Successor Agency Governing Board for the Successor Agency; and (d) this Agreement is executed by the authorized representatives of each of the Sellers.

1.2.4 Exhibit List. The following is a list of the Exhibits attached to this Agreement. Each of the Exhibits is incorporated by this reference into the text of this Agreement.

Exhibit A Legal Description of City Properties
Exhibit B Legal Description of SA Property
Exhibit C Legal Description of Developer Property
Exhibit D Legal Description of Project Site
Exhibit E Form of City Grant Deed
Exhibit F Form of SA Grant Deed
Exhibit G Developer’s Project Narrative
Exhibit H Project Budget / Proforma
Exhibit I Schedule of Performance
Exhibit J Form of Regulatory Agreement
Exhibit K Form of Land Note
Exhibit L Form of Deed of Trust Securing Land Note and Impact Fee Note Exhibit M Form of Impact Fee Note
Exhibit N Phase II Performance Guranty
ARTICLE II.

PROPERTY DISPOSITION

2.1 Purchase and Sale.

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2.1.1 City Properties; Purchase Price. In consideration for the “City Purchase Price” (as defined below) and Developer’s other covenants and commitments set forth herein, the City shall sell the City Properties to the Developer, and the Developer shall purchase the City Properties from the City pursuant the such terms and conditions of this Agreement. The purchase price for the City Properties shall be Three Million Seventy-Five Thousand Dollars ($3,075,000) (“City Purchase Price”).

2.1.2 SA Property. In exchange for the “SA Purchase Price” (as defined below) and the Developer’s other covenants and undertakings set forth herein, the Successor Agency shall sell the SA Property to the Developer and the Developer shall purchase the SA Property from the Successor Agency pursuant to the terms and conditions of this Agreement. The purchase price for the SA Property shall be One Hundred Nineteen Thousand Dollars ($119,000.00) (the “SA Purchase Price”).

2.2.3 Manner of Transaction. For the purposes of exchanging funds and documents to complete the sale from the Sellers to Developer and the purchase by the Developer from Sellers of the Agency Properties pursuant to the terms of this Agreement, the Sellers and the Developer agree to open an escrow (“Escrow”) with the Escrow Holder. ARTICLE III of this Agreement constitutes the joint escrow instructions of the Parties to the Escrow Holder for completion of the Escrow for the sale of the Agency Properties as contemplated by this Agreement.

The Developer and the Sellers shall execute such further escrow instructions, consistent with the provisions of this Agreement, as may be reasonably requested by the Escrow Holder. In the event of any conflict between the provisions of this Agreement and any other escrow instructions requested by the Escrow Holder, the provisions of this Agreement shall control except as such escrow instructions are executed by the Parties and expressly reference an amendment to this Agreement.

2.2 Payment of Purchase Price.

2.2.1 City Properties; City Note and Deed of Trust. The Developer shall pay the City Purchase Price by depositing the Land Note and Deed of Trust into Escrow at least three (3) business days preceding the Escrow Closing Date.

2.2.2 SA Property. The Developer shall deposit by cash, check, or wire, an amount equal to the SA Purchase Price into Escrow at least three (3) business days preceding the Escrow Closing Date.

2.3 Eminent Domain. If any portion of the Agency Properties or any interest in any portion of the Agency Properties becomes the subject of any eminent domain proceeding prior to Close of Escrow, including the filing of any notice of intended condemnation or proceedings in the nature of eminent domain commenced by any Governmental Agency, the Sellers shall immediately give the Developer notice of such occurrence, and the Developer shall have the option, exercisable within ten (10) business days after receipt of such notice from the Sellers, to either: (1) cancel the Escrow and terminate this Agreement and the Escrow, in which case the Parties and the Escrow Holder shall proceed in accordance with Section 3.10; or (2) continue with this Agreement in accordance with its terms, in which event the Sellers shall assign to the

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Developer any right of the Sellers to receive any condemnation award attributable to the Agency Properties.

2.4 Title Approval. As soon as practicable following the Effective Date, Sellers shall obtain from Title Company the Preliminary Report and deliver a copy of the Preliminary Report to the Developer. Within ten (10) days following the Developer’s receipt of a Preliminary Report for the Agency Properties, the Developer shall deliver the Developer’s Title Notice to the Sellers.

If the Developer fails to deliver the Developer’s Title Notice to the Sellers within ten (10) days following the Developer’s receipt of the Preliminary Report, the Developer will be deemed to disapprove the status of title to the Agency Properties. Within seven (7) days following receipt by the Sellers of Developer’s Title Notice or, if none is sent, expiration of Developer’s ten (10) day timeframe to deliver Developer’s Title Notice, the Sellers shall serve Sellers’ Title Notice Response. If Sellers do not serve Sellers’s Title Notice Response, if necessary, within seven (7) days following its receipt of Developer’s Title Notice, the Sellers shall be deemed to elect not to remove any matter objected to in Developer’s Title Notice, if any, from the Preliminary Report. If Sellers elect in Sellers’ Title Notice Response to cause the removal of any matter objected to in Developer’s Title Notice from the Preliminary Report, the Sellers shall cause the removal of each such objectionable matter from the Preliminary Report prior to or concurrently with the Close of Escrow or such other period of time that may be agreed to in writing by both the Sellers and the Developer. If Sellers are unwilling or unable to cause the removal of any matter objected to in Developer’s Title Notice from the Preliminary Report, then, within seven (7) days following the Developer’s receipt of Sellers’s Title Notice Response stating that the Sellers are unwilling to remove or cause the removal of any matter objected to in Developer’s Title Notice or if Sellers fail to upon the expiration of the above thirty (30) day time period during which the Sellers elected to remove such objectionable matters from the Preliminary Report and were unable to do so, the Developer may either: (1) refuse to accept the title to and conveyance of the Agency Properties, in which case the Parties shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement without liability to either Party or any other person, by delivery of a written notice of termination to the Escrow Holder, or (2) be deemed to waive its objection to any items set forth in Developer’s Title Notice.

2.4.1If at any time prior to the Close of Escrow the Title Company issues an updated Preliminary Report containing any previously undisclosed matter affecting title to the Agency Properties, or Sellers become aware of any previously undisclosed matter affecting title to the Agency Properties, following the delivery of the Developer’s Title Notice, the Sellers shall provide written notice to the Developer of such matter, together with any updated Preliminary Report related to such matter. The Sellers and the Developer shall have such rights and obligations with respect to such previously undisclosed title matters as they did with respect to any title matters set forth in the original Preliminary Report.

2.4.2Before exercising any right a Party may have under this Section to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party’s request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party’s notice of election to terminate, meet and confer with the non-terminating Parties for a period of fifteen (15) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable title matter may be

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eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable title matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such title matter unless such agreement is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such thirty (30) day period, the Parties have not been able to agree on a mutually acceptable method of resolving such title matter, or if any proposed agreement is disapproved by the City Council and Successor Agency Governing Board, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 3.10.

2.4.3The Sellers agree not to place any matters of record against the Agency Properties (other than Permitted Exceptions and any matters arising from Sellers’s issuance or exercise of any remedy related to this Agreement or any approval for the Project), prior to the Close of Escrow without the prior written consent of Developer.

2.5 Developer Investigations.

2.5.1The Developer shall have until the expiration of the Due Diligence Period to complete all of its Due Diligence Investigations with respect to the entirety of the Agency Properties. The Developer shall complete all of its Due Diligence Investigations within the Due Diligence Period and shall conduct all of its Due Diligence Investigations at its sole cost and expense. With the exception of the representations and warranties made by the Sellers pursuant to this Agreement, including without limitations in Section 1.2.1 above, the Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Agency Properties, including, without limitation, investigations regarding geotechnical soil conditions, compliance with applicable laws pertaining to the use of the Agency Properties by the Developer and any other matters relevant to the condition or suitability of the Agency Properties for the Project, as the Developer may deem necessary or appropriate. With the exception of the representations and warranties made by the Sellers pursuant to this Agreement, including without limitations in Section 1.2.1 above, Sellers make no representation or warranty to the Developer relating to the condition of the Agency Properties or suitability of the Agency Properties for any intended use or development by the Developer. The Developer shall deliver a Due Diligence Investigation Rejection Notice to the Sellers prior to the end of the Due Diligence Period. If the Developer does not timely deliver its Due Diligence Investigation Rejection Notice prior to the end of the Due Diligence Period, the Developer shall be deemed to have accepted the condition of the Agency Properties in its current condition. If the condition of the Agency Properties is rejected, then either Party shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement, in its sole discretion, without liability to the other Party or any other person, by delivery of a written notice of termination to the other Party and Escrow Holder. If the Developer proceeds with the Closing, in its sole discretion and with the exception of the representations and warranties made by the Sellers pursuant to this Agreement, including without limitations in Section

1.2.1 above, the Developer’s acceptance of the Agency Properties shall be in the “AS IS,” “WHERE IS” and “SUBJECT TO ALL FAULTS” condition. The Developer shall conduct during the Due Diligence Period such environmental assessment(s) of the Agency Properties as the Developer deems appropriate. If such assessment(s) do not reveal the presence of any Hazardous Substances on the Agency Properties in levels that exceed applicable Governmental Requirements, then the Sellers shall promptly and at its sole cost and expense install security fencing around the

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Agency Properties. If such assessment(s) do reveal the presence of any Hazardous Substances on the Agency Properties in levels that exceed applicable Governmental Requirements, then the Sellers and the Developer shall negotiate in good faith in an effort to reach agreement as to the allocation of responsibility and cost of remediation thereof; provided, however, that if the Parties are unable to reach agreement, each in their sole and absolute discretion, then either Party shall have the right, subject to Section 2.4.2, to cancel the Escrow and terminate this Agreement, in its sole discretion, without liability to the other Party or any other person, by delivery of a written notice of termination to the other Party and Escrow Holder.

2.5.2Any Due Diligence Investigations of the Agency Properties by the Developer shall not unreasonably disrupt any then-existing use or occupancy of the Agency Properties or the operations of the Sellers. The Developer shall be liable for any damage or injury to any person or property arising from the acts or omissions of the Developer, its employees, agents or representatives during the course of any Due Diligence Investigations on the Agency Properties and the Developer shall indemnify, defend with counsel reasonably acceptable to Seller and hold harmless the Sellers and its elected officials, officers, directors, attorneys, contractors, agents and employees (collectively the “Seller Parties”) from any and all actual or alleged liens, claims, demands or liability arising from any Due Diligence Investigations by the Developer on the Agency Properties except to the extent caused by any of the Seller Parties, and other than for discovery of existing conditions on the Agency Properties. Prior to commencing any Due Diligence Investigations on the Agency Properties, the Developer shall deliver copies of policies or certificates of insurance to the City evidencing compliance by the Developer with the liability insurance requirements of Section 5.3.

2.5.3Before exercising any right a Party may have under this Section 2.5 to cancel the Escrow and terminate this Agreement, such Party shall notify the non-terminating Parties in writing of its election to terminate and shall, upon a non-terminating Party’s request, which must be delivered, if at all, within three (3) days following its receipt of the terminating Party’s notice of election to terminate, meet and confer with the non-terminating Parties for a period of fifteen (15) days. During such time, the Parties shall meet as often as reasonably requested by any Party to negotiate, in good faith, methods and means by which the objectionable due diligence matter may be eliminated or mitigated. Nothing herein shall constitute an agreement, representation, or warranty by any Party that an acceptable resolution of the objectionable due diligence matter will be achieved, nor shall any Party be obligated to expend any funds or undertake any other action whatsoever with respect to such due diligence matter unless such obligation is reduced to a writing which is approved by all Parties, in their sole and absolute discretion. If, at the end of such fifteen (15) day period, the Parties have not been able to agree on a mutually acceptable method of resolving the objectionable due diligence matter, or if any proposed agreement is disapproved by the City Council, the Escrow shall be cancelled, this Agreement shall be terminated without liability to any Party, and the Parties shall proceed pursuant to Section 3.10.

2.6 Project Entitlements.

2.6.1 Parcel Map.On June 21, 2022, the Planning Commission for the City of Montebello approved with conditions Tentative Parcel Map No. 83718 for the Project Site (“Parcel Map”).

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2.6.2 Zoning Approvals; Entitlements.On November 10, 2021, the City Council adopted Resolution No. 21-91 approving Developer’s application for discretionary land use entitlements for the Project, and specifically: (a) approving Developer’s application for an Amendment to the Precise Plan of Development for Planned Development District No. PD2-15, Site Plan Review, and Parking Management Plan (Case No. PC-2021-0002-PD-SRP-PMP), to permit the Project Site to be developed with the Project, subject to certain conditions of approval set forth in said resolution (cumulatively the “Zoning Approvals”); and (b) Adopting the Addendum (with the Precise Plan, Zoning Approvals, and MND cumulatively the “Entitlements”). The Developer has agreed to accept all conditions of approval set forth in the Entitlements, and to comply with said conditions and all approvals, permits and other governmental actions regarding the development or operation of the Project on the Project Site as a condition to the Close of Escrow.

2.7 Project Permits – Application Condition to Closing. At least twenty (20) days prior to the Closing Date, and as a condition to the Closing of Escrow, Developer shall submit to the Sellers, on the City’s standard form and inclusive of any required plans, specifications, or other information or documentation, an application for a building permit for the Project (“Permit Application”), which upon approval by the City shall constitute Developer’s authorization to proceed with construction of the Project on the Project Site. (“Project Permits”). In the event Developer fails to submit said Permit Application, or in the event Sellers conclude the Permit Application is incomplete or inconsistent with the Entitlements or this Agreement, then Sellers may provide written notice to Developer and Escrow not later than ten (10) days prior to the Closing, with Sellers’ written notice specifying Developer’s failure to file the Permit Application or the grounds on which the Permit Application is incomplete or otherwise inconsistent with the Entitlements or this Agreement (“Notice of Sellers’ Objection to Permit Application”). In the event Sellers deliver a Notice of Sellers’ Objection to Permit Application, the Escrow shall not Close unless and until Sellers deliver a subsequent notice to Developer and Escrow that the Project Permits have been issued. Following the Closing of Escrow, Developer shall expeditiously pursue and satisfy any remaining pre-construction conditions of approval set forth in the Entitlements or Project Permits, and expeditiously and diligently prosecute development of the Project Site with the Project in accordance with the Entitlements, Project Permits, and this Agreement.

2.8 City Requirements. To the extent applicable, the City’s zoning, building and land use regulations (whether contained in ordinances, the City’s municipal code, and/or conditions of approval) (collectively, the “City Requirements”), shall be applicable to the use and development of the Project on the Project Site by the Developer. The Developer acknowledges that the Permit Application and any plans and specifications for the Project shall comply with all applicable City Requirements. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute a waiver of any applicable City Requirements regarding the Project Site, the Project, the Developer, any successor-in-interest of the Developer or any successor-in- interest to the Project Site. The City Requirements may only be changed or waived by modification or variance approved in the discretion of the City and consistent with this Agreement.

Notwithstanding any other provision of this Agreement, the City agrees that the only discretionary City entitlements necessary for the Project are the Entitlements, and no other discretionary entitlements are required for the Project. No entitlement, permit or other approval from the City for development of the Project on the Project Site shall attach to any portion of the Project Site or otherwise become effective to allow the Developer to develop the Project on the Project Site until

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after the Developer owns fee title to that portion of the Project Site to which such entitlement, permit or other approval pertains.

2.9 Developer to Pay All Costs and Expenses. The Parties agree that Sellers shall not provide any financial assistance to the Developer in connection with the Project except as is expressly set forth in this Agreement relative to the Land Loan, Impact Fee Loan, and Predevelopment Loan. The Developer shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees and permit expenses associated with the Project.

The Developer shall pay any and all fees pertaining to the review and approval of the Project by the City, any other Governmental Agency and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by a Governmental Agency pertinent to the development or operation of the Project on the Project Site, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer shall pay for any and all costs, including, but not limited to, the costs satisfying any conditions of approval in the Entitlements or Project Permits, and the costs of design, construction, relocation and securing of permits for sewer or utility improvements and connections, or intersection or traffic improvements, that may be required in development of the Project, whether located on or off of the Project Site. The Developer shall obtain any and all necessary approvals prior to the commencement of applicable portions of construction, and the Developer shall comply with any conditions of approval of this Agreement and the Entitlements, and shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. In accordance with this Section Developer shall be responsible for the costs of the following:

2.9.1all fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Project Site or the Project or the negotiation of this Agreement that may be undertaken by the Developer;

2.9.2all fees, charges and costs, and all deposits and bonds or other security required in connection with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City by the Developer pursuant to this Agreement or otherwise required for the Project; and

2.9.3all entitlements, permits and other approvals for use and development of the Project on the Project Site from each Governmental Agency, within the time period for such actions specifically set forth in the Schedule of Performance, subject to any extensions of time authorized by this Agreement, including upon the occurrence of an Unavoidable Delay.

2.10 Fair Share of Intersection Improvements. Developer acknowledges and agrees that: certain public infrastructure improvements are included in the conditions of approval for the Entitlements, specifically including installation of a traffic signal at the intersection of 6th Street and Whittier Boulevard. The total cost to install the traffic signal is Five Hundred Thousand Dollars ($500,000.00). The “fair share” of cost which is attributable to the Project is Three Hundred Thousand Dollars ($300,000.00) (the “Project’s Fair Share of Signal Costs”). As a

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condition precedent, and prior to, the Closing, Developer shall deposit funds in an amount equal to the Project’s Fair Share of Signal Costs into Escrow. The Project’s Fair Share of Signal Costs shall be released and paid to the City at Closing.

2.11 Delivery of Property Free of Occupants. At the Close of Escrow, the Sellers will deliver possession of the Agency Properties to Developer free and clear of all occupants and free and clear of any contractual rights created by or with the consent of the Sellers for any person or entity (other than Developer) to access, use or occupy the Agency Properties; provided that this section shall not impact the ongoing covenants and conditions relative to use and occupancy of the City Properties for affordable housing as set forth in this Agreement.

ARTICLE III.

ESCROW INSTRUCTIONS

3.1 Opening of Escrow. For purposes of this Agreement, the opening of Escrow shall be the first date on which a fully executed copy of this Agreement is deposited with Escrow Holder (“Escrow Opening Date”). The Developer shall cause the Escrow to be opened and this Agreement to be delivered to Escrow Holder within five (5) days following the Effective Date.

Escrow Holder shall promptly confirm in writing to each of the Parties the date of the Escrow Opening Date. This ARTICLE III shall constitute the joint escrow instructions of the Sellers and the Developer to Escrow Holder for conduct of the Escrow to complete the purchase and sale of the Agency Properties between them, as contemplated in this Agreement.

3.2 Conditions to Close of Escrow. The conditions set forth below shall be satisfied or waived, in writing, by the respective benefited Party on or before the Escrow Closing Date or the Party benefited by any unsatisfied condition shall not be required to proceed to close Escrow.

3.2.1 Conditions to Developer’s Obligation to Close of Escrow. The Developer’s obligation to purchase the Agency Properties from the Sellers on the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, each of which can only be waived, in writing, by the Developer:

3.2.1.1The Developer agrees to accept the title to and conveyance of the Agency Properties;

3.2.1.2The Developer fails to deliver a Due Diligence Investigation Rejection Notice to the Sellers prior to the expiration of the Due Diligence Period;

3.2.1.3City has delivered an executed counterpart to the Regulatory Agreement to Escrow;

3.2.1.4Developer has obtained binding commitments for the Construction Financing for the Project, and the Construction Financing has closed or will close simultaneously with the Closing;

3.2.1.5The Title Company is unconditionally committed to issue the Title Policy for the Agency Properties, subject to any Permitted Exceptions, to the Developer;

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3.2.1.6Developer has approved the Escrow Holder’s estimated Escrow closing/settlement statement;

3.2.1.7The representations, warranties and covenants of the Sellers set forth in Section 1.2.1 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date;

3.2.1.8The Sellers have completed all of their material obligations required by this Agreement to be completed prior to the Close of Escrow and are not in default hereunder; and

3.2.1.9The Sellers have deposited the items into the Escrow required by Section 3.3.

3.2.2 Conditions to Sellers’ Obligation Close of Escrow. The Sellers’s obligation to sell the Agency Properties to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction of the following conditions precedent, which can only be waived in writing by the Sellers:

3.2.2.1The Developer agrees to accept the title to and conveyance of the Agency Properties;

3.2.2.2The Developer fails to deliver a Due Diligence Investigation Rejection Notice to the Sellers prior to the expiration of the Due Diligence Period;

3.2.2.3The Title Company is unconditionally committed to issue the Title Policy for the Agency Properties, subject to any Permitted Exceptions, to the Developer;

3.2.2.4The Developer has submitted the Permit Application in a form acceptable to Sellers, and Sellers have not issued a Notice of Sellers’ Objection to Permit Application within the time specified therefor;

3.2.2.5The Developer submits to the Sellers evidence satisfactory to the Sellers, in the Sellers’s reasonable discretion, that the Developer has obtained the Construction Financing, together with any other permits or approvals necessary for the development of the Project Site from each applicable Governmental Agency in accordance with Government Requirements;

3.2.2.6Developer has delivered a fully executed Land Note and Impact Fee Note to Escrow agreeing to the terms and conditions thereof;

3.2.2.7Developer has delivered a fully executed a City Loan Deed of Trust to Escrow agreeing to the terms and conditions thereof;

3.2.2.8Developer has delivered an executed counterpart signature to the Regulatory Agreement to Escrow;

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3.2.2.9Sellers have approved the Escrow Holder’s estimated Escrow closing/settlement statement;

3.2.2.10Developer has paid the Project’s Fair Share of Signal Costs into Escrow;

3.2.2.11The Developer has completed all of its material obligations required by this Agreement to be completed prior to the Close of Escrow and is not in default hereunder;

3.2.2.12The Developer submits to the Sellers and the City’s Director of Risk Management has approved in writing, in his/her reasonable discretion, the certificates of insurance demonstrating compliance with the insurance requirements of this Agreement;

3.2.2.13The representations, warranties and covenants of the Developer set forth in Section 1.2.2 are true and correct in all material respects on the Effective Date and on the Escrow Closing Date; and

3.2.2.14The Developer deposits the items into the Escrow required by Section 3.3.

3.2.2.15Developer has delivered the Phase II Performance Guaranty executed by an authorized representative(s) of CCF to the City.

3.3 Developer’s Escrow Deposits. Following satisfaction or waiver of each of the Developer’s conditions to Close of Escrow set forth in Section 3.2.1, the Developer shall deposit the following funds and/or documents into Escrow at least three (3) business days prior to the Escrow Closing Date:

3.3.1 PCO Statement. A PCO Statement executed by the authorized representative(s) of the Developer.

3.3.2 Regulatory Agreement. The Regulatory Agreement executed by the authorized representative(s) of Developer in recordable form, to be recorded against the Project Site at the Close of Escrow.

3.3.3 Land Note. The Land Note signed by the authorized representative(s) of Developer.

3.3.4 Impact Fee Note. The Impact Fee Note signed by the authorized representative(s) of Developer.

3.3.5 City Loan Deed of Trust. The City Loan Deed of Trust executed by the authorized representative(s) of Developer in recordable form, to be recorded against the Project Site at the Close of Escrow and securing the Land Note and Impact Fee Note.

3.3.6 Phase II Performance Guaranty The Phase II Performance Guaranty executed by the authorized representative of CCF.

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3.3.7 SA Purchase Price.Funds in United States currency equal to the SA Purchase Price.

3.3.8 Construction Financing Security Instrument(s) (as applicable).

Permitted Security Instrument(s) securing repayment of the Construction Financing, executed by the authorized representative(s) of Developer in recordable form, to be recorded against the Project Site at the Close of Escrow.

3.3.9 Other Funds and Documents. Such other funds and documents required from Developer under the terms of this Agreement to close the Escrow.

3.4 City’s Escrow Deposits. Following satisfaction or waiver of each of the Sellers’s conditions to Close of Escrow set forth in Section 3.2.2, the Sellers shall deposit the following documents into Escrow at least one (1) business days prior to the Escrow Closing Date:

3.4.1 Grant Deeds. The SA Grant Deed executed by the authorized representative(s) of the Successor Agency in recordable form, and the City Grant Deed executed by the authorized representative(s) of the City in recordable form.

3.4.2 FIRPTA Affidavit (City). The FIRPTA Affidavit completed and executed by the authorized representative(s) of the Sellers.

3.4.3 Regulatory Agreement. The Regulatory Agreement signed by the authorized representative(s) of the City in recordable form, which shall be recorded against the entire Project Site.

3.5 Closing Procedure. When each of the Developer’s Escrow required deposits, as set forth above, and each of the Sellers’s Escrow required deposits, as set forth above, are deposited into Escrow, Escrow Holder shall request confirmation in writing from both the Sellers and the Developer that each of their respective conditions to the Close of Escrow are satisfied or waived.

Upon Escrow Holder’s receipt of written confirmation from both the Sellers and the Developer that each of their respective conditions to the Close of Escrow are either satisfied or waived, Escrow Holder shall close the Escrow for the Agency Properties by doing all of the following:

3.5.1 Recordation of Documents. File the documents set forth in Section 3.7 with the Office of the Recorder of the County, for recordation in the order set forth in Section 3.7.

3.5.2 Distribution of Recorded Documents. Distribute each recorded document to the Party or person designated for such distribution.

3.5.3 PCO Statement. File the PCO Statement with the Office of the Recorder of the County.

3.5.4 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service.

3.5.5 Title Policy. Obtain and deliver the Title Policy to the Developer.

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3.5.6 Original Notes and City Security Instruments. Deliver the original Land Note, Impact Fee Note, and Phase II Performance Guaranty, and copy of recorded City Loan Deed of Trust to the City.

3.5.7 Funds. Deliver all funds held by the Escrow Holder for the account of Sellers to Sellers, less any charges to the account of Sellers pursuant to the terms of this Agreement, and all other remaining funds held by the Escrow Holder for the account of Developer to Developer, less any other charges to the account of Developer pursuant to the terms of this Agreement.

3.6 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Sellers and the Developer may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Holder. The City Manager is authorized to agree to one or more extensions of the Escrow Closing Date on behalf of the Sellers up to a maximum time period extension of six (6) months in the aggregate, in the City Manager’s sole and absolute discretion.

If for any reason the Close of Escrow has not occurred by the Escrow Closing Date, then any Party not then in default of this Agreement may cancel the Escrow and terminate this Agreement, subject to the notice and cure provisions of Section 7.1 (to the extent applicable), without liability to any other Party or any other person for such termination and cancellation, by delivering written notice of termination to the other Party(ies) and Escrow Holder and, thereafter, the Parties shall proceed pursuant to Section 3.10 if the non-terminating Party is not in default or pursuant to Section 7.1,

7.2, or 7.3 (as applicable) if the non-terminating Party is in default. Without limiting the right of any Party to terminate this Agreement, pursuant to the preceding sentence, if Escrow does not close on or before the Escrow Closing Date, and no Party has exercised its contractual right to cancel Escrow and terminate this Agreement before such time, then Escrow shall close as soon as reasonably possible following the first date on which Escrow Holder is in a position to close the Escrow pursuant to the terms and conditions of this Agreement.

3.7 Recordation and Distribution of Documents. As applicable, Escrow Holder shall cause the following documents to be recorded on the Project Site in the official records of the Recorder of the County in the following order of priority at the Close of Escrow: (a) the Grant Deeds; (b) the Permitted Security Interest securing repayment of the Construction Financing; (c) the Regulatory Agreement; (d) “LACDA AHTF Regulatory Agreement”; (e) the “HCD IIG Regulatory Agreement”; (f) the “SGVRHT Regulatory Agreement; (g) City Loan Deed of Trust; (h) the “LACDA AHTF Deed of Trust”; (i) the “SGVRHT Deed of Trust”; (j) the “Sponsor Loan Deed of Trust,” (as those terms are defined in Section 6.2), and (k) any other documents to be recorded through the Escrow upon the joint instructions of the Seller and the Developer. The Escrow Holder shall deliver conformed copies of all documents filed for recording in the official records of the County through the Escrow to the Sellers, the Developer and any other entity or person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 3.7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of senior interests prior in time to junior interests, as provided in this Section 3.7.

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

Escrow Holder shall notify the Developer and the Sellers of the costs to be borne by each of them at the Close of Escrow by delivering the Escrow Holder’s estimated closing/settlement statement to both the Sellers and the Developer at least four (4) business days prior to the Escrow Closing Date. The Developer shall pay the premium charged by the Title Company for the standard Title Policy for the Agency Properties, exclusive of any endorsements or other supplements to the coverage of such Title Policy that may be requested by the Developer, as well as documentary transfer taxes and any and all other charges, fees and taxes levied by a Governmental Agency relative to the conveyance of any portion of the Agency Properties through the Escrow transaction contemplated in this Agreement. The Developer shall pay any and all recording fees relative to the conveyance of any portion of the Agency Properties through the Escrow transaction contemplated in this Agreement.

3.9 Escrow Cancellation Charges. If the Escrow fails to close due to either of the Sellers’s material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the Sellers shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close due to the Developer’s material default under this Agreement and the Escrow is cancelled and this Agreement is terminated, the Developer shall pay all ordinary and reasonable Escrow and title order cancellation charges. If the Escrow fails to close for any reason other than the material default of either the Developer or the Sellers and the Escrow is cancelled and this Agreement is terminated, the Developer and the Sellers shall each pay one-half (1/2) of any ordinary and reasonable Escrow and title order cancellation charges.

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

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

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

3.11 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, Escrow Holder shall report the gross

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proceeds of the purchase and sale of the Agency Properties to the Internal Revenue Service on Form 1099-B, W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045(e). Upon the filing of such reporting form with the Internal Revenue Service, Escrow Holder shall deliver a copy of the filed form to the Sellers and the Developer.

ARTICLE IV.

PROJECT DEVELOPMENT

4.1 Developer Covenant to Undertake Project. The Developer covenants, for itself, its successors and assigns, to and for the benefit of the Sellers, that subject to Unavoidable Delay, the Developer shall commence and complete the development of the Project on the Project Site within the time period for such actions set forth in the Schedule of Performance, and, subject to Unavoidable Delay, said completion shall occur no later than the Project Completion Date. The Developer covenants and agrees for itself, its successors, and assigns, that the Project Site shall be improved and developed with the Project in substantial conformity with the terms and conditions of this Agreement, the Schedule of Performance, the Entitlements, Project Permits, and any and all plans, specifications and similar development documents required by this Agreement, except as approved in Section 4.2 below. The covenants of this Section 4.1 shall run with the land of the Project Site until the date of the City’s issuance of a final Certificate of Occupancy for all units included in the Project, and a final Certificate of Completion for any on-site or off-site improvements required by this Agreement.

4.2 Changes to Plans and Specifications During Course of Construction.

Modifications or changes to the Project from that approved in the Entitlements shall be governed by the conditions of approval for the Entitlements and provisions of the Montebello Zoning applicable to the subject Entitlement(s).

4.3 Construction Start and Completion of Project. Subject to Unavoidable Delays, the Developer shall commence construction of the Project no later than the Project Commencement Date specified in the Schedule of Performance and thereafter shall diligently proceed to complete the construction of the Project without interruption in a good and workmanlike manner in substantial conformity with the Project Permit, Entitlements, Schedule of Performance, and this Agreement. After commencement of the work of improvement of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of thirty (30) consecutive calendar days, subject to Unavoidable Delays, and shall timely apply for and cause any inspections of the Project during construction to be performed by applicable Government Agencies at such intervals as may be required to comply with the Schedule of Performance. The Developer shall obtain a Certificate of Occupancy for the dwelling units and a Certificate of Completion for all other improvements on or off-site on or before the Project Completion Date, subject to Unavoidable Delays. The Developer will, promptly upon completing construction of the Project, cause the Project to be inspected by each Governmental Agency with jurisdiction over the Project, and shall promptly and without delay correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Project.

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

4.5 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the Sellers and the Developer and the satisfaction of the conditions precedent to the close of the Escrow, and Developer’s obligation following the Closing to proceed with development of the Project. The Parties agree that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that all Parties recognize will be required for the undertaking of the Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Parties shall consider whether a modification to the text of this Agreement or to the Schedule of Performance is indicated. Any decision to approve a modification to a time or date established in either the text of this Agreement or the Schedule of Performance shall be subject to the sole discretion of each Party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition may be approved by the City Manager, in his or her sole discretion, provided that no modification (or series of modifications) approved by the City Manager may extend the Project Completion Date by more than one hundred eighty (180) days. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications) that results in a change of the Project Completion Date by more than one hundred eighty (180) days shall be subject to the approval of the City Council and Successor Agency Governing Board, each in its sole and absolute discretion.

Notwithstanding the foregoing, if performance of a task or satisfaction of a condition in the Schedule Performance is prevented or delayed by Unavoidable Delays, the deadline for completion of such task or satisfaction of such condition shall be extended by the period of such Unavoidable Delays.

4.6 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the development of the Project, such that such person(s) can meaningfully respond to Sellers’s questions regarding the progress of the Project, attend City Council and Successor Agency meetings, when requested to do so on not less than ten (10) days prior written notice by Sellers’s staff.

4.7 City’s Right to Inspect Project and Property. Officers, employees, agents and representatives of the City shall have the right of reasonable access to the Project Site, without the payment of charges or fees, following not less than seventy-two (72) hours’ prior written notice and during normal construction hours, during the period of construction of the Project. Such officers, employees, agents, consultants, or representatives of the City shall be those persons who are designated by the City Manager from time to time. Any and all officers, employees, agents or representatives of the City shall, upon their entrance on to the Project Site, identify themselves at the construction management office, and shall at all times be accompanied by a representative of the Developer, while on the Project Site. The Developer shall make a representative of the Developer available for this purpose. The City shall indemnify and hold the Developer harmless from injury, property damage or liability arising out of the exercise by the City of the right of access to the Project Site provided in this Section 4.7, other than injury, property damage or

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liability arising from the active negligence or willful misconduct of the Developer or its officers, agents or employees. Unless access is unreasonably denied by Developer, the City shall inspect relevant portions of the Project Site, prior to issuing any written statements reflecting adversely on the Developer’s compliance with the terms and conditions of this Agreement pertaining to development of the Project. If in the City’s reasonable judgment it is necessary, the City shall have the further right, from time to time, to retain a consultant or consultants at Developer’s cost to inspect the Project and verify compliance by the Developer with the provisions of this Agreement. The Developer acknowledges and agrees that any such inspections are for the sole purpose of protecting the City’s rights under this Agreement, are made solely for the City’s benefit, that the inspections may be superficial and general in nature, and are for the purposes of informing the City of the progress of the Project and the conformity of the Project with the terms and conditions of this Agreement, and that the Developer shall not be entitled to rely on any such inspection(s) as constituting an approval, satisfaction or acceptance of any materials, workmanship, conformity of the Project with this Agreement or otherwise. The Developer agrees to make its own regular inspections of the work of construction of the Project to determine that the quality of the Project and all other requirements of the work of construction of the Project are being performed in a manner satisfactory to the Developer. The Developer also agrees to promptly notify the City in writing should the Developer’s inspections show any matters that will prevent the entire Project from being completed by the Project Completion Date set forth therefore in the Schedule of Performance. Without limiting the foregoing, the Developer shall permit the City upon not less than seventy-two (72) hours’ prior written notice to examine and copy all books and account records and other papers relating to the Project Site and the construction of the Project. The Developer will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the City to enable such examination.

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

4.9 Prevailing Wages.

4.9.1Work performed by Developer or its contractor(s) may be a “public work” for prevailing wage purposes. The Developer acknowledges that the Sellers have not made any representation, express or implied, to the Developer or any person associated with the Developer regarding whether or not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification, as determined by the State of California, pursuant to Labor Code Sections 1720, et seq. Developer is solely responsible for ensuring prevailing wages are paid when required. The Developer agrees with the Seller that the Developer shall assume the responsibility and be solely responsible for determining whether or

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not laborers employed relative to the construction of the Project must be paid the prevailing per diem wage rate for their labor classification.

4.9.2The Developer, on behalf of itself, its successors, and assigns, waives and releases the Sellers from any right of action that may be available to it pursuant to Labor Code Sections 1726 and 1781. The Developer acknowledges the protections of Civil Code Section 1542 relative to the waiver and release contained in this Section 4.9which reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF

KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY

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

BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 4.9.2.
_________________
Developer’s Initials

4.9.3Additionally, in accordance with Section 7.66, the Developer shall indemnify, defend with counsel acceptable to the Sellers and hold the Sellers harmless against any claims pursuant to Labor Code Sections 1726 and 1781 arising from this Agreement or the construction or operation of the Project.

4.10 Certificate of Completion.

4.10.1Following the substantial Completion of Construction of the Project, and upon written request from the Developer for issuance of a Certificate of Completion for the Project, the City shall inspect the Project to determine whether or not the Project has been substantially completed in compliance with this Agreement and the Entitlements. If the City determines in its reasonable discretion that the Project is complete and in compliance herewith, the City Manager shall furnish the Developer with a Certificate of Completion for the Project. If the City determines in its reasonable discretion that the Project is not in compliance with this Agreement, Entitlements and Project Permit, the City Manager shall send written notice of each non-conformity to the Developer. Upon issuance of the final Certificate of Occupancy for every unit included in the Project and a final Certificate of Completion for all public and private improvements on or off- site, based on the plans approved by the City in the Entitlements and Project Permit, the City shall furnish the Developer with a Certificate of Completion for the Project.

4.10.2The Certificate of Completion, upon issuance, shall be evidence of the City’s conclusive determination of satisfactory substantial completion of the entirety of the Project pursuant to the terms of this Agreement and the Entitlements.

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4.10.3The City shall not unreasonably withhold the issuance of a Certificate of Completion, and it may be recorded by Developer on the Project Site following issuance by City.

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

4.10.4If the City fails or refuses to issue a Certificate of Completion following written request from the Developer, the City shall, within fifteen (15) calendar days of the Developer’s written request therefor, provide the Developer with a written statement setting forth the reasons for the City’s failure or refusal to issue a Certificate of Completion. The statement shall also contain the City’s opinion of the action(s) the Developer must take to obtain a Certificate of Completion from the City. If the reason for the Developer’s failure to complete the Project is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Developer or other minor building “punch-list” items, the City may issue its Certificate of Completion upon the posting of a bond or irrevocable standby letter of credit by the Developer in a form reasonably acceptable to the City in an amount representing the fair value of the work on the Project remaining to be completed, as reasonably determined by the City. If the City fails to provide such written statement, within the specified time period, the Developer shall be deemed conclusively and without further action of the City to have satisfied the requirements of this Agreement with respect to the Project, as if a Certificate of Completion had been issued by the City pursuant to this Agreement.

4.10.5A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the Project, or any parts thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion under Section 8182 of the California Civil Code, nor shall it act to terminate the continuing covenants, restrictions or conditions contained in the Grant Deed or any other instruments recorded against the Project Site pursuant to this Agreement. A Certificate of Completion is not evidence of the compliance of the Project with any City Requirements or any building code, conditions of approval, land use, zoning or other requirements of the City or any Governmental Agency with jurisdiction over the Project Site, other than the City.

ARTICLE V.

DEVELOPER COVENANTS

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

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selection, location, number, use or occupancy of tenants, lessees, sub-tenants, sub-lessees or vendees of the Agency Properties. With respect to familial status, this Section 5.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section 5.1 hall be construed to affect Section

51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens.

Subdivisions (d) of Section 51 and Section 4760 and 6714 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section 5.1. The covenant of this Section 5.1 shall run with the land of the Agency Properties and shall be enforceable against the Developer and its successors and assigns in perpetuity and be a covenant in the Grant Deeds.

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

5.2.1The Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Agency Properties (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. With respect to familial status, this Section 5.2.1 shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in this Section 5.2.1 shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 4760 and 6714 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to this Section

5.2.1. 5.2.2 All deeds, leases or contracts pertaining to the Agency Properties shall contain or be subject to substantially the following non-discrimination or non-segregation covenants:

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

Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Sections 4760 and 6714 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to foregoing paragraph.”

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

5.2.2.3In contracts: “There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sub-lessees, sub-tenants, or vendees of the premises herein transferred.” The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. “Notwithstanding the foregoing paragraph, with respect to familial status, the foregoing paragraph shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in the foregoing paragraph shall be construed to affect Section 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code relating to housing for senior citizens. Subdivisions (d) of Section 51 and Sections 4760 and 6714 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to the foregoing paragraph.”

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

5.3 Environmental Indemnity of the Sellers by the Developer. The Developer agrees, at its sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the Developer and reasonably acceptable to the Sellers) the Sellers and their respective commissions, agents, attorneys, officers, employees, and authorized representatives (collectively, the “Indemnified Parties”), from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, reasonable attorney

Page 136 of 797 ends

Montebello City CouncilFebruary 22, 2023

Montebello City Council
February 22, 2023