Compton City Council
December 13, 2022

SECTION 3. That appropriations in Account No. 5000-870-000-4235 (Store Purchases) be decreased by $9,584 and appropriations in Account No. 5000-87-000- 4258 (Laboratory Fees) be increased by $9,584 for this expenditure.

SECTION 4. That $21,010.00 be allocated in the Laboratory Fees Fund, on an annual basis for the duration of this agreement.

SECTION 5. That a certified copy of this Resolution shall be filed in the offices of the City Manager, City Attorney, City Controller, City Clerk and the Water Department.

SECTION 6. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this day of , 2022.

MAYOR OF THE CITY OF COMPTON
ATTEST:

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Alita Godwin, City Clerk of the City of Compton, do hereby certify that the foregoing Resolution was adopted by the City Council of the City of Compton, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the ___ day of , 2022.

That said Resolution was adopted by the following vote, to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-

CITY CLERK OF THE CITY OF COMPTON

December 13, 2022
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: CITY MANAGER
SUBJECT: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COMPTON

APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF

COMPTON AND CITY VENTURES HOMEBUILDING, LLC, A DELAWARE LIMITED LIABILITY COMPANY, TO ENABLE THE DEVELOPMENT OF A 60- UNIT HOUSING PROJECT ON THAT CERTAIN LAND LOCATED AT 930 WEST

COMPTON BOULEVARD, COMPTON, CALIFORNIA

SUMMARY
Staff requests adoption of an Ordinance to approve a development agreement between the City of Compton and City Ventures Homebuilding, LLC related to 930 W Compton Boulevard. The already approved housing project consists of a gated 60-unit housing project composed of single- family attached condominiums, with ten of the condominiums restricted for sale to moderate income households at affordable sales prices, and open space and other improvements (the “Project”).

The last remaining item for this project is to adopt a development agreement between the City and the Applicant pertaining to the Property in accordance with the development agreement terms set forth in the already approved Purchase and Sale Agreement, and includes a payment of $400,000 to the City as part of this agreement.

BACKGROUND:

To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act (Government Code Sections 65864 through 65869.5), which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. A development agreement is a voluntary contract between a local jurisdiction and a person who owns or controls property within the jurisdiction and must comply with the requirements set forth in the Development Agreement Act.

The City of Compton (the “City”) owns an approximately 2.45-acre site located at 930 W. Compton Boulevard in the City of Compton (bounded by West Compton Boulevard to the north, West 151 street to the south, South Kemp Avenue to the east, and South Dwight Avenue to the west) (the “Property”). The City and the Applicant, City Ventures Homebuilding, LLC, have entered into a Purchase and Sale Agreement dated as of April 15, 2019, as amended by the First Amendment to Purchase and Sale Agreement dated as of December 23, 2020 (as amended, the “PSA”).

Pursuant to the PSA, the City agrees to convey the Property to the Applicant pursuant to and in accordance with the terms and conditions (including but not limited to, construction requirements, affordable housing requirements, and transfer restrictions) set forth in the PSA. One of the

11.11.11.11. Staff Report – 930 W Compton Development Agreement December 13, 2022, page 2 of 3
conditions to the close of escrow is that there be an executed and effective development agreement between the City and the Applicant pertaining to the Property in accordance with the development agreement terms set forth in the PSA.

On October 19, 2022, the Planning Commission held a special meeting to consider this item.

There was limited discussion on the matter, with questions centering around the sale price of the property. A motion was made to adopt the resolution, but the item was a tie of 2-2-0 (with one commissioner absent). No motion was made to deny the project. Therefore, there is no recommending resolution from the Planning Commission.

STATEMENT OF THE ISSUE:

The Development Agreement proposed between the City and the Applicant would vest the Applicant’s rights to develop in accord with any approvals of the Project that have been or may be granted for a specific period of time, along with other terms. The following are some of the significant elements of the Development Agreement:
The term of the Development Agreement is for seven years with the potential for extension for one year or more provided that the total extension period does not exceed three years (Section 5 of the Development Agreement; Government Code Section 65865.2).
The City shall conduct annual reviews to determine whether the Applicant is acting in good faith compliance with the terms of the Development Agreement and may order a special periodic review at any time (Section 24 of the Development Agreement; Government Code Section 65865.1).
The permitted uses of the Property, the density and intensity of use, the maximum height and size of the proposed buildings, parking requirements, setbacks, development standards, provisions for reservation or dedication of land for public purposes, and location of public improvements, and the design, improvement, construction and other guidelines, standards and specifications applicable to the development of the Property (Devevlopment Agreement Section 2; Government Code Section 65865.2).
The Applicant shall pay to the City a Development Agreement Fee of $400,000 at or prior to the close of escrow pursuant to the PSA (Development Agreement Section 10).

Environmental Review:

The Project, including the Development Agreement, has been environmentally reviewed pursuant to the provisions of the California Environmental Quality Act (Public Resources Code Sections 21000, et seq. (“CEQA”), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000, et seq.), and the City’s Local CEQA Guidelines. Mitigated Negative Declaration No. 951 (“MND”) was prepared and made available for agency and public review and comment for a 20-day period beginning on November 16, 2021 and ending on December 5. 2021. The MND considers the potential environmental impacts that could occur as a result of the Project. Based on the analysis contained in the MND and other evidence in the record, the City Council, exercising its independent judgment, previously found that the Project will not have a significant environmental impact with the adoption of the identified mitigation measures, and adopted the MND and adopted the Mitigation Monitoring and Reporting Program which is attached to this Staff Report – 930 W Compton Development Agreement
December 13, 2022, page 3 of 3
Resolution. Mitigated Negative Declaration No. 951 (MND) and Mitigation Monitoring and Reporting Program were prepared in connection with the Project, made available for public review and comment for a 20-day period commencing on November 16, 2021 and ending on December 6, 2021, and approved by the City Council on June 28, 2022.

NOTICING
Notice of the public hearing was published and maiiled in accordance with Government Code Sections 65867, 65090 and 65091. Public hearing notices were sent to both owners and occupants within a 500-foot radius on October 20, 2022. Notice was also published in the Compton Bulletin on October 12, 2022. As of October 25, 2022, no other correspondence either for or against the project have been received.

FISCAL IMPACT:

The fiscal impact of this agreement will be $400,000 in revenue to be allocated to the Equipment Rental Fund reserved for future use.

RECOMMENDATION:

Staff supports the proposed Development Agreement and would recommend that the City Council adopt the associated Ordinance to approve the proposed Development Agreement.

THOMAS THOMAS,

CITY MANAGER
ORDINANCE NO. ___________________

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COMPTON

APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY

OF COMPTON AND CITY VENTURES HOMEBUILDING, LLC, A

DELAWARE LIMITED LIABILITY COMPANY, TO ENABLE THE
DEVELOPMENT OF A 60-UNIT HOUSING PROJECT ON THAT
CERTAIN LAND LOCATED AT 930 WEST COMPTON BOULEVARD,

COMPTON, CALIFORNIA

THE CITY COUNCIL OF THE CITY OF COMPTON HEREBY ORDAINS AS FOLLOWS:

Section 1.City Ventures Homebuilding, LLC, a Delaware limited liability company (“Developer”), proposes to enter into a development agreement with the City of Compton (herein, the “Development Agreement”), which is attached to this Ordinance as Exhibit “A,” in connection with the development of a 60-unit housing project consisting of single-family attached townhomes, with ten of the townhomes restricted for sale to moderate income households at affordable sale prices, on that certain land located at 930 West Compton Boulevard, Compton, California, and described in the legal description on file in the City Clerk’s office and incorporated herein by reference (the “Project”).

Section 2.Government Code Section 65864 authorizes the City to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property in order to, among other matters: ensure high quality development in accordance with comprehensive plans; provide certainty in the approval of development projects so as to avoid the waste of resources and the escalation in the cost of housing and other development to the consumer; provide assurance to the applicants for development projects that they may proceed with their projects in accordance with existing policies, rules and regulations and subject to conditions of approval, in order to strengthen the public planning process and encourage private participation in comprehensive planning and reduce the private and public economic costs of development.

Section 3.The Project, including this Ordinance and the Development Agreement, has been environmentally reviewed pursuant to the provisions of the California Environmental Quality Act (Public Resources Code Sections 21000, et seq. (“CEQA”), and the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000, et seq.). Mitigated Negative Declaration No. 951 (“MND”) was prepared and made available for agency and public review and comment for a 20-day period beginning on November 16, 2021 and ending on December 5. 2021. The MND considers the potential environmental impacts that could occur as a result of the Project.

Based on the analysis contained in the MND and other evidence in the record, the City Council, exercising its independent judgment, previously found that the Project will not have a significant environmental impact with the adoption of the identified mitigation measures, and adopted the MND and adopted the Mitigation Monitoring and Reporting Program which is on file in the Community Development Department. The City Council hereby finds and determines that the Development Agreement is within the scope of the MND and there are no changes to the Project or its circumstances, or other new information that require further environmental analysis pursuant to the California Environmental Quality Act. The City Council hereby finds and determines, in light of the whole record, and in its independent judgment, that there is no substantial evidence that further environmental analysis is necessary for the Project, and the City Council hereby finds the MND as adopted by the City Council sufficient for taking action on the Development Agreement. The documents and copies of all relevant material, including the proposed Development Agreement and the MND, are on file in the Community Development Department, and can be reviewed by any interested person at 205 South Willowbrook Avenue, California 90220.

ORDINANCE NO. ________________

Section 4.On October 12, 2022, the Planning Commission was supposed to hold a public hearing to consider the Development Agreement. Notice of the time, place and purpose of the public hearing was duly provided in accordance with California Government Code Sections 65867, 65090, and 65091, and the City’s ordinances.

There was no quorum at that meeting, so the item was continued to a special meeting held on October 19, 2022. At the conclusion of the public hearing, the Planning Commission deadlocked in a tie and did not make a formal recommendation to the City Council.

Section 5.On December 6, 2022, the City Council conducted a duly noticed public hearing to consider the Development Agreement. Notice of the time, place and purpose of the public hearing were duly provided in accordance with California Government Code Sections 65867, 65090 and 65091, and the City’s ordinances.

Section 6.The City Council finds that the provisions of the Development Agreement are consistent with the City of Compton General Plan and comply with its objectives and policies. The Development Agreement is consistent with and implements the objectives of the General Plan policies.

Section 7.The City Council hereby approves the Development Agreement, found on file with the City Clerk, and authorizes the City Manager to execute the Development Agreement on behalf of the City.

Section 8.No later than ten (10) days after the effective date of this Ordinance, the City Clerk shall record with the County Recorder a copy of the Development Agreement and the notice shall describe the land to which such contract applies.

Section 9.The City Clerk is hereby directed to cause a summary of this Ordinance to be published in a newspaper of general circulation published and circulated in the City in accordance with Section 36933 of the Government Code; and shall certify to the adoption of this Ordinance.

Section 10.This Ordinance shall go into effect and be in full force on the thirty- first (31st) day after its passage.

Section 11. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Ordinance and shall cause same to be published as required by law.

ADOPTED this ________ day of _______________ 2022.
_______________________________

MAYOR OF THE CITY OF COMPTON
ATTEST:
___________________________________

CITY CLERK OF THECITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF COMPTON
ORDINANCE NO. ______________

I, Alita Godwin, City Clerk of the City of Compton, hereby certify that the foregoing Ordinance was adopted by the City Council, signed by the Mayor, and attested by the City Clerk at a regular meeting thereof held on the ________ day of ___________________, 2022.

That said Ordinance was adopted by the following vote to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
___________________________________

CITY CLERK OF THE CITY OF COMPTON
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RECORDING REQUESTED BY:

CITY OF COMPTON
WHEN RECORDED MAIL TO:

The City of Compton
205 South Willowbrook Avenue
Compton, California,90220
Attn: City Clerk
Assessor’s Parcel Map No.: 6161-001-902

DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this “Agreement ”) is made by and between the CITY OF COMPTON, a California municipal corporation (“City”), and CITY VENTURES HOMEBUILDING, LLC, a Delaware limited liability company (“Developer ”). City and Developer are individually referred to herein as a “Party” and collectively referred to as the “Parties ”.

RECITALS
This Agreement is made and entered into with regard to the following facts, each of which is acknowledged as true and correct by the Parties to this Agreement.

A. This Agreement authorizes the development of that certain land located at 930 West Compton Boulevard, Compton, California, as described on Exhibit “A” attached hereto and incorporated herein by reference (the “Property”), as further defined in this Agreement.

B. The Property that is the subject of this Agreement is approximately 2.457 acres in size, is referred to as Assessor’s Parcel No. 6161-001-902, and is further described in Exhibit “A”.

Developer has acquired legal or equitable interest in the Property for the development of the Property as provided in this Agreement.

C. Developer has applied to City for approval of this mutually binding Development Agreement, pursuant to the provisions of the Development Agreement Act (as hereafter defined), and other applicable laws.

D. In anticipation of the development of the Project (as hereafter defined), Developer has received the following approvals on June 28, 2022: GENERAL PLAN AMENDMENT CASE NO. 21-001, CONDITIONAL USE PERMIT CASE NO. 21-008, CHANGE OF ZONE CASE NO. 21-003, TENTATIVE TRACT MAP NO. 82807 and MITIGATED NEGATIVE DECLARATION NO. 950.
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E. The City Council has specifically considered the advantages and impacts of this Project upon the welfare of City and believes that the Project will benefit City.

F. This Agreement eliminates uncertainty in planning and provides for the orderly development of the Project in a manner consistent with City’s Zoning Regulations (as hereafter defined), the Applicable Rules (as hereafter defined) and the General Plan (as hereafter defined).

G. To provide such certainty, City desires, by this Agreement, to provide Developer with assurance that Developer can proceed with development of the Project with the uses, density and other land use characteristics specified in the Project Approvals (as hereafter defined). Neither Developer nor City would enter into this Agreement, or agree to provide the public benefits and improvements described herein, without the agreement that the Project can be developed, during the term of this Agreement, with the uses, density and other land use characteristics specified in the Project Approvals.

H. City has determined that, as a result of the development of the Project in accordance with the Project Approvals (as hereafter defined) and this Agreement, substantial benefits will accrue to the public, including but not limited to the Developer’s obligations set forth in Section 10 of this Agreement.

I. On October 19, 2022 pursuant to the requirements of the Development Agreement Act, the Planning Commission of the City of Compton (“Planning Commission”) conducted a hearing on Developer’s application for this Agreement. The Planning Commission did not make a recommendation after a motion to recommend adoption failed to pass by a vote of 2-2-0 (1 absent).

J. On November 1, 2022, pursuant to the requirements of the Development Agreement Act, the City Council of the City of Compton (the “City Council”) conducted a hearing on Developer’s application for this Agreement.

K. The City Council has found and determined that this Agreement is consistent with the City’s General Plan and all other plans, policies, rules and regulations applicable to the Project.

L. On November 1, 2022, the City Council adopted Ordinance No. [####] approving this Agreement, and such ordinance became effective on [Month] [Date], 2022.

M. By resolution No. [####] adopted by the City Council on June 28, 2022, the City Council approved a Mitigated Negative Declaration No. 951 (MND) and Mitigation Monitoring and Reporting Program in connection with the Project, which were made available for public review and comment for a 20-day period commencing on November 16, 2021 and ending on December 6, 2021.

AGREEMENT
NOW THEREFORE, pursuant to the authority contained in the Development Agreement Act, as applied to City, and in consideration of the mutual promises and covenants herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:
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1. Definitions. For all purposes of this Agreement, except as otherwise expressly provided herein, or unless the context of this Agreement otherwise requires, the following words and phrases shall be defined as is set forth below:
(a) “Applicable Rules” means the rules, regulations, ordinances, resolutions, codes, guidelines, and officially adopted procedures and official policies of City governing the use and development of real property, including, but not limited to, City’s Zoning Regulations and building regulations, adopted as of the Effective Date (as hereafter defined). Among other matters, the Applicable Rules set forth and govern the permitted uses of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, parking requirements, setbacks, and development standards, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction guidelines, standards and specifications applicable to the development of the Property.
(b) “Building Permit” means a permit issued by City pursuant to Chapter 14 of the Compton Municipal Code to authorize construction of a building or other structure. “Building Permit” shall not include a demolition permit or excavation and shoring permit, but shall include a foundation permit.
(c) “Business Days” means any day other than a Saturday, Sunday or California or federal holiday on which banks in the City are customarily closed. (d) “CEQA” means the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.), as it now exists or may hereafter be amended. (e) “Certificate of Occupancy” means any of the following with respect to any portion of the Project (as hereafter defined): (i) a permanent Certificate of Occupancy, (ii) a temporary Certificate of Occupancy or (iii) a Certificate of Completion, if requested by Developer and issued by City, as to an improvement in which the base, core and shell have been completed, but the improvement is not ready for occupancy due to Developer’s electing to defer the completion of tenant improvements, or the interior portions of individual condominium units (e.g., kitchens, baths or finishes which are intended to be customized at a later date). (f) “Conditions of Approval” shall mean the conditions of approval imposed by City upon the Project Approvals.
(g) “Developer Fees” shall mean those fees established, adopted, or imposed by City pursuant to Sections 66000 through 66008, of the Government Code of the State of California or the California Subdivision Map Act to offset the impact of development on City’s capital facilities.

Such fees may include impact fees, linkage fees, exactions, assessments, fair share charges, or other similar impact fees imposed by City on or in connection with new development. Developer Fees do not mean or include Processing Fees.
(h) “Development Agreement” or “Agreement” means this Agreement. (i) “Development Agreement Act” means Article 2.5 of Chapter 4 of Division I of Title 7 (Sections 65864 through 65869.5) of the California Government Code (as the same may be amended and/or re-codified from time to time).
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(j)“Development Agreement Fee” shall mean a public benefit fee to be paid by Developer as set forth in Section 10(d) of this Agreement. (k) “Discretionary Action(s)” or “Discretionary Approval(s)” means an action which requires the exercise of judgment, deliberation or discretion on the part of City, including any board, agency, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from a Ministerial Permit (as defined herein) or Ministerial Approval (as hereafter defined). (l) “Effective Date” shall mean the date the City’s Ordinance adopting this Agreement has taken effect and the date this Agreement is recorded in the official records of the Los Angeles County Recorder, whichever date occurs first.
(m) “General Plan” means the General Plan of City, as it exists as of the Effective Date.
(n) “Ministerial Permit(s),” or “Ministerial Approval(s)” means a permit or approval, including, but not limited to, building permits, grading permits, zone clearances, and certificates of occupancy, which requires City, including any board, agency, commission or department or any officer or employee thereof, to determine whether there has been compliance with applicable rules, statutes, ordinances, Conditions of Approval, and/or regulations, as distinguished from an activity which is included in the definition of Discretionary Action or Discretionary Approval. (o) “Mortgage” means any mortgage, deed of trust, encumbrance, sale leaseback or other security interest encumbering all or any portion of the Property, given by Developer for the purpose of securing funds to be used for financing the acquisition of the Property or any portion thereof, the construction of improvements thereon and/or any other expenditures reasonably necessary and appropriate to develop the Project (as hereafter defined). (p) “Mortgagee” means the holder of the beneficial interest under any Mortgage. (q) “Processing Fees” means all processing fees and charges required by City that are applied uniformly to all construction or development related activity including, but not limited to, fees for land use applications, Building Permit applications, Building Permits, grading permits, hauling permits, encroachment permits, demolition permits, subdivision or parcel maps, lot line adjustments, street vacations, inspections, certificates of occupancy and plan check. Processing Fees shall not mean or include Developer Fees. In addition, any and all fees payable under the current Applicable Rules shall be deemed to be included within the term “Processing Fees” and not to be included within the term “Developer Fees,” whether the same are payable upon issuance of a Building Permit, upon connection of a utility or upon issuance of a Certificate of Occupancy. (r) “Project” means a 60-unit housing project consisting of single-family attached townhomes with ten of the townhomes restricted for sale to moderate income households at affordable sales prices, as modified by the Project Approvals.
(s) “Project Approvals” shall include, collectively, GENERAL PLAN AMENDMENT CASE NO. 21-001, CONDITIONAL USE PERMIT CASE NO. 21-008, CHANGE OF ZONE CASE NO. 21-003, TENTATIVE TRACT MAP NO. 82807 and MITIGATED -5-
NEGATIVE DECLARATION NO. 950, approved by the City Council on June 28, 2022, and shall include any Subsequent Project Approvals (as hereafter defined). “Property” means the real property described in Exhibit “A”.
(t) “Reserved Powers” means the power and authority of City to enact regulations and/or take Discretionary Action if the same is expressly found by City to be necessary to protect residents of City, those employed in the City, or visitors to City, from a condition that is dangerous to public health or safety or if the same is required to comply with California or federal laws (whether enacted previous or subsequent to the Effective Date of this Agreement). Reserved Powers also include the power and authority of City to enact regulations that apply generally to residential and mixed use projects within the City, provided that such regulations do not impact the density, height, or square footage of the Project permitted by the Project Approvals, or change the number of affordable housing units required in the Project or the affordability level requirements for those units. (u) “Subsequent Land Use Regulations” means any change in or addition to the Applicable Rules adopted after the Effective Date of this Agreement, including, without limitation, any change in any applicable general or specific plan, zoning, subdivision, or building regulation, including, without limitation, any such change by means of an ordinance, initiative, resolution, policy, order or moratorium, initiated or instituted for any reason whatsoever by the Mayor, City Council, Planning Commission or any other board, agency, commission or department of City, or any officer or employee thereof, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project.
(v) “Subsequent Project Approvals” shall mean further Discretionary Actions or Discretionary Approvals, Ministerial Permits and Ministerial Approvals required to carry out the Project as approved on June 28, 2022 including, without limitation, any subdivision, design review, or amendments to the Project Approvals. Following adoption or approval, a Subsequent Project Approval shall become a Project Approval.
(w) “Zoning Regulations” shall mean the official zoning regulations of City adopted as of the Effective Date of this Agreement.

2. Recitals of Premises, Purpose and Intent.
(a) State Enabling Statute. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted the Development Agreement Act which authorizes any city to enter into binding development agreements establishing certain development rights in real property with persons having legal or equitable interests in such property. Section 65864 of the Development Agreement Act expressly provides as follows:
“The Legislature finds and declares that:
(a) The lack of certainty in the approval of development projects can result in a waste of resources, escalate the cost of housing and other development to the consumer, and discourage investment in and a commitment to comprehensive planning which would make maximum efficient utilization of resources at the least economic cost to the public.
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(b) Assurance to the applicant for a development project that upon approval of the project, the applicant may proceed with the project in accordance with existing policies, rules and regulations, and subject to Conditions of Approval will strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic cost of development.”
Notwithstanding the foregoing, to ensure that City remains responsive and accountable to its residents while pursuing the benefits of development agreements contemplated by the Legislature, City accepts restraints on its police powers contained in development agreements only to the extent and for the duration required to achieve the mutual objectives of the Parties. (b) The Project. Developer intends to develop the Property as described in the Project Approvals and the final plans submitted to City, subject to the Applicable Rules, the Project Approvals, and the Conditions of Approval. The Parties hereby agree that, for the term of this Agreement, the permitted uses, the density and intensity of use, the maximum height and size of proposed buildings, parking requirements, setbacks, and development standards, provisions for reservation or dedication of land for public purposes and location of public improvements, and the design, improvement, construction and other guidelines, standards and specifications applicable to the development of the Property shall be those set forth in the Project Approvals, the Applicable Rules and this Agreement, including the Conditions of Approval.

3. Property Subject to Agreement. This Agreement shall apply to all of the Property.

4. Application of Agreement. This Agreement shall apply to the development and use of the Property. Such development shall be in accordance with the Project Approvals, as the same may lawfully be amended from time to time other than by initiative, and this Agreement.

5. Term of Agreement. The initial term of this Agreement shall commence on the Effective Date, and shall continue for seven (7) years. In addition to the above, at any time, the term may be extended by Developer for one year or more provided that the total extension period does not exceed three years. An extension by Developer pursuant to the prior sentence shall be effective upon written request of Developer provided to City at least ten (10) days before the expiration of the term (including any previous extension) and a concurrent payment to City of the following amounts: for the first year of extension, Developer shall pay twenty-five thousand dollars ($25,000), for the second year of extension, Developer shall pay fifty thousand dollars ($50,000), and for the third year of extension, Developer shall pay seventy-five thousand dollars ($75,000).

6. Timing of Development. The Parties acknowledge that Developer cannot at this time predict when or if the Property will be developed. Such decisions depend upon numerous factors that are not within the control of Developer. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, (the “Pardee Case”) that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties’ agreement, it is the Parties’ intent to cure that deficiency by acknowledging and providing that Developer shall have the right to develop the Property consistent with the Project Approvals and the Conditions of Approval in such order and at such rate and at such times as Developer deems appropriate within the exercise of its sole and subjective business judgment during the term of this Agreement. This provision shall be broadly -7-
construed to provide Developer the greatest amount of time and flexibility (in light of the Pardee Case and/or any other similar or distinguishing cases) as necessary or appropriate to permit Developer to complete the development of the Project irrespective of later adopted rules, regulations or initiatives which would otherwise restrict Developer’s time to complete the Project.

7. Permitted Uses; Density; Building Heights and Sizes; Required Dedications. City and Developer hereby agree that the permitted uses of the Property, the density and intensity of such uses, the maximum heights and sizes of the buildings and improvements to be constructed on the Property, and the reservation and dedication of land for public purposes, if any, required in connection with the development of the Property shall be as set forth in and consistent with the Project Approvals, as they may be lawfully amended from time to time other than by initiative. Developer shall not cause or permit any use of the Property that is not permitted by the Project Approvals, and shall not cause or permit the construction of any building or improvement that exceeds the maximum density, building heights and/or building sizes set forth in or otherwise required by the Project Approvals, as they may be lawfully amended from time to time other than by initiative.

8. Developer’s Rights. Developer shall have and is hereby vested with the rights, during the term of this Agreement, to develop the Project as set forth in the Project Approvals, as they may be lawfully amended from time to time other than by initiative, all of which are hereby incorporated in this Agreement by reference. Developer agrees that any proposals for subdivision of the Project site shall be through tentative subdivision maps and not by vesting tentative subdivision maps.

9. Changes in Applicable Rules.
(a) Non-Application of Changes in Applicable Rules. The adoption of any Subsequent Land Use Regulations after the Effective Date of this Agreement, or any change in, or addition to, the Applicable Rules (other than changes in Processing Fees and taxes), including, without limitation, any changes in the General Plan or the Zoning Regulations (including any regulation relating to the timing, sequencing, or phasing of the Project or construction of all or any part of the Project), and any changes in Developer Fees (which expression “changes in Developer Fees” includes under this Agreement new or additional Development Fees), adopted after the Effective Date of this Agreement, including, without limitation, any such change by means of ordinance, initiative, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by any board, agency, commission or department of City, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project shall not be applied to the Project during the term of this Agreement unless such changes represent an exercise of City’s Reserved Powers. Notwithstanding the foregoing, if Developer has not obtained its first Building Permit and commenced construction of the Project within five (5) years of the Effective Date, the Project shall be subject to all changes in Developer Fees adopted by City between the Effective Date and the commencement of the construction of the Project. Said five (5) year period for the commencement of construction shall be extended during the period of any “Permitted Delay” under Section 30 below which occurs after the issuance of the first Building Permit.
(b) Changes in Uniform Codes. Notwithstanding any provision of this Agreement to the contrary, development of the Project shall be subject to changes occurring from time to time in the provisions of City’s building, mechanical, plumbing, electrical regulations and similar regulations -8-
which are based on the recommendations of a multi-state professional organization and become applicable throughout City, including, but not limited to, the California Building Code, and other similar or related uniform codes.
(c) Changes Mandated by Federal or California Laws or Regulations. Changes in, or additions to, the Applicable Rules adopted or made operative on or after the Effective Date shall apply to the Project if such changes or additions are specifically mandated to be applied to developments such as the Project, irrespective of vested rights, by applicable California or federal laws or regulations as provided in California Government Code Section 65869.5 or any successor provision or provisions. Where City or Developer believes that such a change or addition exists, that Party shall provide the other Party hereto with a copy of such California or federal law or regulation and a statement of the nature of its conflict with the provisions of the Applicable Rules and/or of this Agreement. The City’s determination as to the applicability of the change or addition to California or federal laws to the Project shall be final and conclusive. However, nothing in this Agreement shall deprive Developer of the rights possessed by any other property owner, absent vested rights, to challenge the appropriateness of the application to the Project of the change or addition. In the event such changes in the law prevent or preclude compliance with one or more of the provisions of the Agreement, such provisions of the Agreement shall be modified or suspended or performance thereof delayed, as may be necessary to comply with such changes in the law. (d) Changes in Processing Fees and Taxes Under Applicable Rules. The Project shall be subject to any increase in taxes and Processing Fees imposed by City, provided that such a change is applied on a Citywide basis.
(e) California Health and Safety Regulations. Nothing in the Development Agreement shall prevent the application of health and safety regulations that become applicable to the City as a whole.
(f) Utility Undergrounding. Notwithstanding anything in this Agreement to the contrary, in no event shall Developer be required to underground the above-ground utility lines along Compton Boulevard.

10. Developer’s Obligations.
(a) Conditions of Approval. Developer shall comply with the Conditions of Approval.
(b) Fees Associated with Construction. Developer agrees to pay all fees associated with the construction of the Project, including land use approvals, development fees, taxes and Processing Fees, including City plan check fees, building inspection fees, and permit fees at the rate and amount associated with such fees in effect at the time application is made for such approvals or permits. Developer will be exempt from any changes to Development Fees; during the term of this Agreement, as it may be extended.
(c) Development Agreement Fee. Developer shall pay to City a Development Agreement Fee of $400,000 at or prior to the close of escrow pursuant to the Purchase and Sale Agreement between the City and Developer.
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11. Building Permit Issuance. City shall be under no obligation to issue a Building Permit for the Project until: (i) all the fees due before issuance of a Building Permit have been fully paid or otherwise fulfilled; and (ii) any lender whose lien is prior and superior to the lien created by this Agreement or any conveyance or covenant required by this Agreement shall have agreed to subordinate its lien to the lien, conveyances and covenants created and required by this Agreement.

12. Default. Failure by City or Developer to perform any term or provision of this Agreement for a period of thirty (30) days from the receipt of written notice thereof from the other shall constitute a default under this Agreement, subject to extensions of time by mutual consent in writing. Said notice shall specify in detail the nature of the alleged default and the manner in which said default may be satisfactorily cured. If the nature of the alleged default is such that it cannot reasonably be cured within such thirty (30)-day period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period. Notwithstanding the above, failure to make a Development Agreement Fee payment shall not constitute a default by Developer if City has presented the Payment Security provided pursuant to Section 10 and been paid the amount of the applicable portion of the Development Agreement Fee by the issuer of the Payment Security.

Subject to the foregoing, after notice and expiration of the thirty (30)-day period without cure, the notifying party, at its option, shall have all rights and remedies provided by law and/or may give notice of intent to terminate this Agreement pursuant to Government Code Section 65868 (as the same section may be amended and/or re-codified from time to time). Following such notice of intent to terminate, the matter shall be scheduled for consideration and review by the City Council within thirty (30) calendar days in the manner set forth in Government Code Sections 65867 and 65868 (as the same sections may be amended and/or re-codified from time to time). Following consideration of the evidence presented in said review before the City Council and a determination that a default exists, the Party alleging the default by the other Party may give written notice of termination of this Agreement to the other Party. Upon any such termination, the respective rights, duties and obligations of the Parties hereto shall without further action cease as of the date of such termination (except as to duties and obligations that arose prior to the date of such termination). In no event shall monetary damages be available against City for any alleged default or breach by City. In no event shall consequential damages be available against Developer or any seller of any portion of the Property for any alleged default or breach of this Agreement.

13. Termination and Expiration. Upon the expiration of the term or termination of this Agreement, this Agreement shall terminate and be of no further force or effect; provided, however, such termination shall not affect Developer’s obligations under Section 10, nor the obligation to pay any claim of any Party hereto arising out of the provisions of this Agreement prior to the effective date of such termination. The obligations under Section 10 and the obligation to pay any claim arising before the effective date of termination shall continue after termination in perpetuity or until completed.

14. Transfers of Interests in Property or Agreement. In the event of a proposed transfer of interest in the Property or in this Agreement, or any portion thereof, by Developer, Developer agrees to provide City at least thirty (30) days’ written notice of such proposed transfer and shall provide satisfactory evidence that the transferee will assume in writing through an assignment and assumption agreement all remaining obligations of Developer under this Agreement. The assignment and -10-
assumption agreement shall be in a form satisfactory to the City Attorney. However, Developer has no obligation to obtain the consent of City to assign this Agreement to a transferee. Notwithstanding the foregoing: (i) the terms, covenants and conditions of this Agreement shall be binding upon any transferee whether or not such an assignment and assumption agreement is signed by the assignee upon acquiring the Property; and (ii) no such transfer shall relieve Developer (transferor) of any obligations under this Agreement.

15. Mortgagee Protection.
(a)In General. The provisions of this Agreement shall not prevent or limit Developer’s right to encumber the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to such portion. City acknowledges that Mortgagees may require certain interpretations and modifications of this Agreement and agrees upon request, from time to time, to meet with Developer and representatives of such Mortgagees to negotiate in good faith any such request for interpretation or modification. City shall not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement and does not, in City’s sole determination, diminish City’s benefits from this Agreement.

Any Mortgagee shall be entitled to the rights and privileges set forth in this Section. (b)Notice of Default to Mortgagee. If a Mortgagee has submitted a request in writing to City in the manner specified herein for giving notices, City shall exercise its best efforts to provide to such Mortgagee written notification from City of any failure or default by Developer in the performance of Developer’s obligations under this Agreement, which notification shall be provided to such Mortgagee at such time as such notification is delivered to Developer. (c) Right of Mortgagee to Cure. Any Mortgagee shall have the right, but not the obligation, to cure any failure or default by Developer during the cure period allowed Developer under this Agreement, plus an additional sixty (60) days in order to cure such failure or default. It is necessary for the Mortgagee to obtain possession of the property such as by seeking the appointment of a receiver or other legal process. Any Mortgagee that undertakes to cure or attempt to cure any such failure or default shall provide written notice to City that it is undertaking efforts of such a nature, provided that no initiation of any such efforts by a Mortgagee shall obligate such Mortgagee to complete or succeed in any such curative efforts. (d) Liability for Past Defaults or Obligations . Subject to the foregoing, any Mortgagee, including the successful bidder at a foreclosure sale, who comes into possession of the Project or the Property or any part thereof pursuant to foreclosure, eviction or otherwise, shall take such property subject to the terms of this Agreement and in no event shall any such property be released from any obligations associated with its use and development under the provisions of this Agreement. Nothing in this Section shall prevent City from exercising any remedy it may have for a default under this Agreement; provided, however, that in no event shall such Mortgagee personally be liable for any defaults or monetary obligations of Developer arising prior to acquisition of possession of such property by such Mortgagee.

16. Binding Effect. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the Parties and their -11-
respective heirs, successors (by merger, reorganization, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors and assigns. All of the provisions of this Agreement shall constitute covenants running with the land.

17. Indemnification.
(a) Developer agrees to and shall indemnify, hold harmless, and defend, City and its respective officers, officials, members, agents, employees, and representatives (“Indemnitees”), from liability or claims for death or personal injury and claims for property damage which may arise from the acts, errors, and/or omissions of Developer or its contractors, subcontractors, agents, employees or other persons acting on its behalf in relation to the Project and/or in any manner arising from this Agreement; provided that Developer’s indemnification obligations under this paragraph shall not apply to any of the foregoing which arises as a result of an Indemnitee’s willful misconduct or gross negligence. The foregoing indemnity applies to all deaths, injuries, and damages, and claims therefor, suffered or alleged to have been suffered by reason of the acts, errors, and/or omissions referred to in this Section, regardless of whether or not City prepared, supplied, or approved plans or specifications, or both. In the event of litigation, City agrees, at no cost to City, to cooperate with Developer. This indemnification, hold harmless and defense requirement shall survive the termination or expiration of this Agreement. City reserves the right, in cases subject to this indemnity, to reasonably approve the attorney selected by Developer to defend Developer and City in any such action.
(b) In the event of any court action or proceeding challenging the validity of this Agreement, any of the Project Approvals or any CEQA determination for the Project, Developer shall defend, at its own expense, the action or proceeding. In addition, Developer shall reimburse City for City’s costs in defending any court action or proceeding challenging the validity of this Agreement, any of the Project Approvals or any CEQA determination and Developer shall also pay any award of costs, expenses and fees that the court having jurisdiction over such challenge makes in favor of any challenger and against City. Developer shall cooperate with City in any such defense as City may reasonably request and may not resolve such challenge without the agreement of City. In the event Developer fails or refuses to reimburse City for its cost to defend any challenge to this Agreement, the Project Approvals or any CEQA determination, City shall have the right to terminate this Agreement, subject to the notice and cure requirements of Section 12 above. In all events, City shall have the right to resolve any challenge in any manner, in its sole discretion; provided, however, Developer’s consent shall be required if the resolution of the challenge shall require a payment by Developer or limit Developer’s rights under this Agreement.

In order to ensure compliance with this Section, within twenty (20) days after notification by City of the filing of any claim, action or proceeding to attack, set aside, void or annul this Agreement, any of the Project Approvals or the CEQA documentation prepared and adopted for the Project, Developer shall deposit with City cash or other security in the amount of one-hundred thousand dollars ($100,000), satisfactory in form to the City Attorney, guaranteeing indemnification or reimbursement to City of all costs related to any action triggering the obligations of this Section. If City is required to draw on that cash or security to indemnify or reimburse itself for such costs, Developer shall restore the deposit to its original amount within fifteen (15) days after notice from -12-
City. Additionally, if at any time the City Attorney determines that an additional deposit or additional security up to an additional fifty thousand dollars ($50,000) is necessary to secure the obligations of this Section, Developer shall provide such additional security within fifteen (15) days of notice from the City Attorney. City shall promptly notify Developer of any claim, action or proceeding within the scope of this Section. City shall cooperate fully in the defense of any such claim or action, but shall have the right to resolve any challenge, in any manner, in its sole discretion; provided, however, Developer’s consent shall be required if the resolution of the challenge shall require a payment by Developer or limit Developer’s rights under this Agreement.

18. Relationship of the Parties. The Parties acknowledge and agree that Developer is not acting as an agent, joint venturer or partner of City, but each is, in fact, an independent contractual party and not in any way under the control or direction of City except as is expressly provided to the contrary in this Agreement.

19. Recordation. The City Clerk shall record a copy of this Agreement with the Registrar- Recorder of the County of Los Angeles no later than ten (10) days after the effective date of the ordinance approving this Agreement. Developer shall reimburse City for all costs of such recording, if any.

20. No Third Party Beneficiaries. The only signatories to this Agreement are City and Developer. There are no third party beneficiaries, and this Agreement is not intended and shall not be construed to benefit or be enforceable by any other person whatsoever other than the successors in interest of the signatories.

21. Advice; Neutral Interpretation. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. This Agreement has been drafted through a joint effort of the Parties and their counsel and therefore shall not be construed against either of the Parties in its capacity as draftsperson, but in accordance with its fair meaning.

22. Certificate of Compliance. At any time during the term of this Agreement, any Mortgagee or other party may request any Party to this Agreement to confirm that (i) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications) and that (ii) to the best of such Party’s knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults and (iii) any other information reasonably requested.

Each Party hereby agrees to provide a certificate to such lender or other party within ten (10) Business Days of receipt of the written request therefor.

23. Consideration. City and Developer acknowledge and agree that there is good, sufficient and valuable consideration flowing to City and to Developer pursuant to this Agreement as more particularly set forth in the Recitals and Section 2 of this Agreement. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable.

24. Periodic Reviews.
(a) Annual Reviews. City shall conduct annual reviews to determine whether Developer is acting in good faith compliance with the provisions of this Agreement and Government -13-
Code Section 65865.1. The reasonable cost of each annual review conducted during the term of this Agreement shall be reimbursed to City by Developer. Such reimbursement shall include all direct and indirect expenses reasonably incurred in such annual reviews. (b) Special Reviews. In addition, the City Council of City may order a special periodic review of Developer’s compliance with this Agreement at any time. The cost of such special reviews shall be borne by City, unless such a special review demonstrates that Developer is not acting in good faith compliance with the provisions of this Agreement. In such cases, Developer shall reimburse City for all costs, direct and indirect, incurred in conjunction with such a special review. (c) Procedure for Review. City’s Director of Community Development (the “Community Development Director”) shall conduct the review contemplated by this Section to ascertain whether Developer has complied in good faith with the terms and conditions of this Agreement during the period for which the review is conducted. The Community Development Director shall give Developer written notice that any such review has been commenced and shall give Developer at least twenty (20) days after Developer’s receipt of such notice to provide to the Community Development Director such information as Developer deems relevant to such review. In addition, upon the written request of the Community Development Director, Developer shall furnish such documents or other information as requested by the Community Development Director. (d) Result of Review. If following such a review, the Community Development Director finds good faith compliance by Developer with the terms and conditions of this Agreement, the Community Development Director shall issue to Developer an executed certificate of compliance, certifying Developer’s good faith compliance with the terms and conditions of this Agreement through the period of such review. Such certificate shall be in recordable form and shall contain such information as may be necessary to impart constructive record notice of the finding of good faith compliance hereunder. Developer shall have the right to record such certificate of compliance in the Official Records of the County of Los Angeles.

If, following such a review, the Community Development Director finds that Developer has not complied in good faith with the terms and conditions of this Agreement, the Community Development Director shall specify in writing the respects in which Developer has failed to so comply. The Community Development Director shall provide Developer with written notice of such noncompliance as provided in Section 12, and City may follow the default procedures as set forth in Section 12.
(e) Effect on Default. Nothing in this Section shall be interpreted to prevent City from providing Developer with a notice of default hereunder at any time, including any time other than during a periodic review under this Section, or from terminating this Agreement pursuant to the provisions of Section 12 following any event of default by Developer.

25. Future Litigation Expenses .
(a) Payment of Prevailing Party. If City or Developer brings an action or proceeding (including, without limitation, any motion, order to show cause, cross-complaint, counterclaim, third-party claim or arbitration proceeding) by reason of default, breach, tortious act, or act or omission, arising out of this Agreement, the prevailing party in such action or proceeding shall -14-
be entitled to its costs and expenses of suit including, but not limited to, reasonable attorneys’ fees and expert witness fees.
(b) Scope of Fees. Attorneys’ fees under this Section shall include attorneys’ fees on any appeal and, in addition, a party entitled to attorneys’ fees shall be entitled to all other reasonable costs and expenses incurred in connection with such action. In addition to the foregoing award of attorneys’ fees to the prevailing party, the prevailing party in any lawsuit shall be entitled to its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement.
(c) Headings. The section headings used in this Agreement are for convenient reference only and shall not be used in construing this Agreement. The words “include,” “including” or other words of like import are intended as words of illustration and not limitation and shall be construed to mean “including, without limitation.”

26. Amendment. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the Parties or their successors in interest, as follows:
(i) City and Developer, by mutual agreement, may terminate or amend the terms of this Agreement; and the amendment or termination shall be accomplished in the manner provided under California law for the enactment of Development Agreement amendments. (ii) Except as may be otherwise agreed to by the Parties, no amendment of this Agreement shall be required in connection with the issuance of any Subsequent Project Approval.

Any Subsequent Project Approval issued after the Effective Date of this Agreement automatically shall be incorporated into this Agreement and vested hereby.

27. Alterations. No alteration, amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the Parties hereto with the same formality as this Agreement, and made in the manner required by the Development Agreement Act.

28. Waiver. The failure of either Party hereto to insist in any one or more instances upon the strict performance of any of the covenants, agreements, terms, provisions or conditions of this Agreement, or to exercise any election or option herein contained, shall not be construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition, election or option, but the same shall continue and remain in full force and effect. No waiver by any Party hereto of any covenant, agreement, term, provision or condition of this Agreement shall be deemed to have been made unless expressed in writing and signed by an appropriate official or officer on behalf of such Party.

29. Severability. If any article, section, subsection, term or provision of this Agreement, or the application thereof to any party or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of the article, section, subsection, term or provision of this Agreement, or the application of the same to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining article, section, subsection, term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, except that if any provision of Section 10 is held invalid or unenforceable before approval of a tentative subdivision map -15-
for the Project, then this entire Agreement shall be void and unenforceable and of no further force and effect.

30. Force Majeure. Performance by any Party of its obligations hereunder (other than for payment of money) shall be excused during any period of “Permitted Delay,” which Permitted Delay shall mean and include delay caused by an event beyond the reasonable control of the Party claiming the delay (and despite the good faith efforts of such Party) that prevents the Party from fulfilling the obligations for which it seeks excuse including without limitation all of the following to the extent that they prevent the Party claiming delay from fulfilling the obligation from which it seeks to be excused:
acts of God; civil commotion; riots; strikes; picketing or other labor disputes; shortages of materials or supplies; damage to work in progress by reason of fire, floods, earthquake or other casualties; failure, delay or inability of the other Party to act; terrorism, and litigation brought by a third party attacking the validity of this Agreement, the Project Approvals or the related CEQA determination.

31. Notices. All notices, disclosures, demands, acknowledgments, statements, requests, responses and other communications (each, a “Communication”) to be given under this Agreement shall be in writing, signed by a signatory hereto (or an officer, agent or attorney of such party) giving such Communication, and shall be deemed effective (i) upon receipt if hand delivered or sent by overnight courier service; or (ii) upon delivery or the date of refusal if sent by the United States mail, postage prepaid, certified mail, return receipt requested, in either case addressed as follows:

To Developer: City Ventures Homebuilding, LLC
Attn: Ryan Aeh, Vice President of Land Acquisitions
3121 Michelson Drive, Suite 150
Irvine, California 92612
To City: Thomas Thomas, City Manager
City of Compton
205 South Willowbrook Avenue
Compton, California 90220
With a copy to: Eric J. Perrodin, City Attorney
City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Any signatory hereto may from time to time, by notice given to the other signatories hereto pursuant to the terms of this Section, change the address to which communications to such signatory are to be sent or designate one or more additional persons or entities to which communications are to be sent.

32. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California.

33. Time is of the Essence. Time is of the essence of this Agreement and every term or performance hereunder.
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34. Exhibits. Exhibit A constitutes a part of this Agreement and is incorporated into this Agreement by this reference.

35. Entire Agreement. This Agreement supersedes any prior understanding or written or oral agreements between the Parties hereto respecting the within subject matter and contains the entire understanding between the Parties with respect thereto.

36. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

37. Compliance With Law. Notwithstanding any provision of this Agreement, the Parties agree to comply with all federal, State and local laws and to act in good faith and reasonably in carrying out the terms of this Agreement.

38. Authorization. Each person executing this Agreement on behalf of his or her Party warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of that Party and that by such execution, that Party is formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the ___ day of __________, 2022.

CITY OF COMPTON,
a California municipal corporation
________________________________________
Emma Sharif,
Mayor of the City of Compton, California
ATTEST:
________________________________________
Alita Goodwin
City Clerk
APPROVED AS TO FORM:
________________________________________
Eric J. Perrodin
City Attorney

CITY VENTURES HOMEBUILDING, LLC,
a Delaware limited liability company
By: City Ventures Communities, LLC, a
Delaware limited liability company, its sole
member
Name: ______________________________
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APPROVED AS TO CONTENT:
________________________________________
Thomas Thomas
City Manager
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C1658-0001\2363188v4.doc

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Place Notary Seal Above Signature of Notary Public
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C1658-0001\2363188v4.doc

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

STATE OF CALIFORNIA

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

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

WITNESS my hand and official seal.

Place Notary Seal Above Signature of Notary Public
Exhibit A-1

EXHIBIT A

LEGAL DESCRIPTION
Real property in the City of Compton, County of Los Angeles, State of California, described as follows:

THE NORTHERLY 223.5 FEET OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF LOT “G” OF THE TEMPLE AND GIBSON TRACT, IN THE CITY OF COMPTON,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 540 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM THE EASTERLY 70 FEET THEREOF.

ALSO EXCEPT THEREFROM THAT PORTION OF SAID LAND AS DESCRIBED IN THE DEED TO THE CITY OF COMPTON, RECORDED OCTOBER 1, 1948 IN BOOK 28405 PAGE 79, OFFICIAL RECORDS, AS INSTRUMENT NO. 1844, AS DESCRIBED IN PARCELS 1 AND 2 BELOW:

PARCEL 1:

THAT PORTION OF SAID LOT “G” OF THE TEMPLE AND GIBSON TRACT, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 540 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE NORTHERLY LINE OF SAID LOT “G” (SAID NORTHERLY LINE BEARS NORTH 89 DEGREES 58 MINUTES 40 SECONDS EAST), DISTANT THEREON 592.62 FEET EASTERLY FROM THE NORTHWESTERLY CORNER OF SAID LOT “G”; THENCE SOUTH 13 DEGREES 19 MINUTES 40 SECONDS EAST, A DISTANCE OF 223.80 FEET; THENCE SOUTH 89 DEGREES 38 MINUTES 40 SECONDS WEST, A DISTANCE OF 30 FEET; THENCE NORTH 13 DEGREES 19 MINUTES 40 SECONDS WEST TO THE NORTHERLY LINE OF SAID LOT “G”; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF SAID LOT “G” TO THE POINT OF BEGINNING TO BE KNOWN AS KEMP STREET.

PARCEL 2:

THE WESTERLY 27 FEET OF THE NORTHERLY 223.50 FEET OF THE NORTHWEST QUARTER OF LOT “G” OF TEMPLE AND GIBSON TRACT, IN THE CITY OF COMPTON,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 540 OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TO BE KNOWN AS DWIGHT STREET. EXCEPT THEREFROM ALL OIL, GAS, MINERAL AND HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500

FEET FROM THE SURFACE OF SAID LAND, WITHOUT RIGHT OF SURFACE ENTRY, WHICH RIGHT IS RESERVED IN THE DEED FROM ROBERT L. HOROWITZ AND ELEANOR HOROWITZ, HIS WIFE, CLARENCE K. HOROWITZ AND ROSALIE H. HOROWITZ, HIS

WIFE, AND
Exhibit A-2
FREDRICK G. HOROWITZ AND BARBARA J. HOROWITZ; HIS WIFE, RECORDED MARCH 3, 1970 AS INSTRUMENT NO. 215.

APN: 6161-001-902

MITIGATION MONITORING & REPORTING PROGRAM (MMRP) FOR THE

CONCORD RESIDENTIAL PROJECT

1. Project Case Number(s): Development Agreement
General Plan Amendment
Change of Zone
Conditional Use Permit
Tentative Tract Map 82807
Undergrounding Exemption
Possible Mature Street Tree Removal

2. Project Title: Concord Residential Project (the “Project”)

3. Lead Agency: City of Compton
Robert Degadillo, Community Development Department
205 South Willowbrook Avenue
Compton, CA 90220
(310) 605-5532
[email protected]

4. Project Sponsor:

Applicant/Developer Property Owner
Kim Prijatel
Senior Vice President of Development
City Ventures
City Ventures
3121 Michelson Drive, Suite 150 3121 Michelson Drive, Suite 150 Irvine, CA 92612 Irvine, CA 92612
(949) 258-7540 (949) 258-7555
[email protected]

5. Project Location:

The Project site is located at 930 West Compton Boulevard, bounded by West Compton Boulevard to the north, West 151 st Street to the south, South Kemp Avenue to the east, and South Dwight Avenue to the west, in the City of Compton, County of Los Angeles, California, as shown in Figure A – Aerial. The site is in Township 3 South, Range 13 West, San Bernardino base and meridian, and comprises Tax Assessor parcel number 6161-001-902.

Concord Residential Project Page 2 City of Compton

CONCORD RESIDENTIAL PROJECT

Mitigation Measures Responsible
Party
Monitoring Timing
or Frequency
Type of
Verification
Verification of
Compliance
Initials Date

AESTHETICS
MM AES-1 Prior to building permit issuance, the developer shall ensure that the design of the buildings
shall reduce the number of reflective surfaces
used in the construction to minimize new
sources of glare. Exterior building materials
shall use earth tone light colors with low
reflectance. Any bare metallic surfaces found
on infrastructures such as pipes and poles
shall be painted to minimize reflectance and
glare.

Developer Prior to Building
Permit Issuance
Planning shall
ensure that plan is
reviewed and
approved

REMARKS:

NOISE
MM NOI-1 The windows and sliding glass doors facing the West Compton Boulevard shall require a
minimum STC rating of 26 for the 1 st and 2nd
floors.

Developer Prior to Building
Permit Issuance
Planning shall verify
on Plan Check set
of plans

REMARKS:

MM NOI-2 Construction shall occur during the hours of
7:00 AM to 7:00 PM.

Developer
Monitor During All
Earthmoving and
Construction Activity
City Engineer and
Building Inspectors
shall monitor during
inspections. As well
any noise
complaints shall be
processed.

REMARKS:

MM NOI-3 Stationary construction noise sources such as
generators or pumps should be located as far
as feasibly possible from any existing adjacent
residential units, as feasible.

Developer
Monitor During All
Earthmoving and
Construction Activity
City Engineer and
Building Inspectors
shall monitor during
inspections. As well
any noise
complaints shall be
processed.

REMARKS:

MM NOI-4 Construction staging areas should be located
as far as feasibly possible from any adjacent
sensitive land uses as feasible. Developer
Monitor During All
Earthmoving and
Construction Activity
City Engineer and
Building Inspectors
shall monitor during
inspections. As well

Concord Residential Project Page 3 City of Compton

CONCORD RESIDENTIAL PROJECT

Mitigation Measures Responsible
Party
Monitoring Timing
or Frequency
Type of
Verification
Verification of
Compliance
Initials Date
any noise
complaints shall be
processed.

REMARKS:

MM NOI-5 During construction, the contactor shall ensure all construction equipment is equipped with
appropriate noise attenuating devices.

Developer
Monitor During All
Earthmoving and
Construction Activity
City Engineer and
Building Inspectors
shall monitor during
inspections. As well
any noise
complaints shall be
processed.

REMARKS:

MM NOI-6 Equipment shall be maintained so that vehicles and their loads are secured from rattling and
banging.

Developer
Monitor During All
Earthmoving and
Construction Activity
City Engineer and
Building Inspectors
shall monitor during
inspections. As well
any noise
complaints shall be
processed.

REMARKS:

MM NOI-7 Grading and construction contractors shall use quieter equipment as opposed to noisier
equipment (such as rubber -tired equipment
rather than track equipment), to the maximum
extent feasible.

Developer
Monitor During All
Earthmoving and
Construction Activity
City Engineer and
Building Inspectors
shall monitor during
inspections. As well
any noise
complaints shall be
processed.

REMARKS:

TRANSPORTATION
MM TRAF-1 Prior to any lane closure or detour, the
developer shall submit a Construction Traffic
Management Plan per the California
M.U.T.C.D. for review and approval by the City
Engineer. The plan shall include, but not be
limited to, signing, truck routes per the City of
Compton Approved Truck Route Map (Figure
C-
4 of the General Plan Visions 2010), and
construction hours of 7:00 a.m. to 7:00 p.m.

Monday through Saturday per the Municipal
Developer Prior to Grading
Permit Issuance
Engineering and
Planning will review
and approve the
Haul Route Plan

Concord Residential Project Page 4 City of Compton

CONCORD RESIDENTIAL PROJECT

Mitigation Measures Responsible
Party
Monitoring Timing
or Frequency
Type of
Verification
Verification of
Compliance
Initials Date
Code Section 7 -12. 22 – Construction or
Repairing of Buildings, Pile Drivers, Hoists,
Steam Shovels of the City of Compton
Municipal Code.

REMARKS:

MM TRAF-2 Approximately six -feet of red ‐curb shall be painted on both sides of the driveways and
Section 3B.19 of Section 405.1 of the Highway
Design Manual standards shall be applied.

Developer Prior to Occupancy
Engineering will
ensure the curb has
been painted

REMARKS:

WILDFIRE
See MM TRAF-1
REMARKS:

December 13, 2022
TO: MAYOR AND CITY COUNCIL
FROM: BUILDING AND SAFETY DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO AMEND THE BUILDING AND
SAFETY DEPARTMENT 2022-2023 FISCAL YEAR BUDGET TO ADD
ONE (1) ADMINISTRATIVE SPECIALIST, ONE (1) BUILDING
INSPECTOR II AND DELETING ONE (1) BUILDING INSPECTOR I AND

ONE OFFICE ASSISTANT III POSITION

SUMMARY
Adoption of this resolution will authorize the City Manager to amend the Building and Safety Department 2022-2023 Fiscal Year budget to add one (1) Administrative Specialist, one (1) Building Inspector II and deleting one (1) Building Inspector I and one (1) Office Assistant.

BACKGROUND
On June 30, 2022, the City Council adopted Resolution No. 25,694, adopting the City of Compton’s Fiscal Year 2022-2023 budget. The 2022-2023 Building and Safety Department’s budget authorized the following positions:

Personnel Summary
Position Description Salary
Range
Adopted
2022-2023
Adopted Amount Status
Chief Building Official 220 1.0 $159,612 Filled
Senior Building Inspector 166 1.0 $93,240 Vacant
Senior Admin. Analyst 151 1.0 $80,328 Filled
Building Inspector I 128 1.0 $63,900 Filled
Building Inspector I 128 1.0 $63,900 Vacant
Building Inspector I 128 1.0 $63,900 Vacant
Office Assistant III 86 1.0 $42,180 Filled
Permit Technician 86 1.0 $42,180 Filled
Permit Technician 86 1.0 $42,180 Filled
Total 9.0 $651,420
Due to the current staffing needs, the Building and Safety Department has determined that adding one (1) Administrative Specialist and one (1) Building Inspector II and deleting one (1) Building Inspector I and one (1) Office Assistant III position would better meet the demands of the department for the following reasons:

12.12. Staff Report – Resolution Amending the 2022-2023 Budget- Building and Safety Staffing

Page | 2
Administrative Specialist– This position will provide higher level responsibilities than an Office Assistant III such as assist with department budget preparation, account payables, funds verification, maintain payroll information; overtime and vacation calendar/tracking, assist in orienting new employees with department policies and procedures and public records requests. This position works directly with the Senior Administrative Analyst as well as provide clerical assistance to department staff and assist the Chief Building Official as needed.

Building Inspector II – This position will provide higher level of responsibility than the Building Inspector I which is entry level. This position inspects all phases of construction projects (commercial and residential), building, electrical, plumbing and mechanical, presale and complaint inspections as well as review drawings and assist the Chief Building Official with special projects as needed. This position will also provide supervision to the Building Inspector I position(s).

STATEMENT OF THE ISSUE
The City Manager has assessed the organizational needs of the department and determined that there is a need for staffing adjustments to the Building and Safety Department’s Fiscal Year 2022-2023 budget. The department requests that one Administrative Specialist and one Building Inspector II be added to the Building and Safety Department’s FY 2022-2023 budget.

The Building Inspector I and Office Assistant III will be deleted from the department’s Fiscal Year 2022-2023 budget once the position of Building Inspector II and Administrative Specialist have been filled.

Budget Adjustment for Fiscal Year 2022-2023
The proposed budget amendments are all cost neutral and the total revenues and expenditures remain balanced as projected for the Fiscal Year 2022-2023 adopted budget.

The following budget amendment is necessary in order to add personnel positions that will increase the level of services provided since the adoption of the Fiscal Year 2022- 2023 budget.

Additional Positions
The Building and Safety Department is recommending to add one (1) Administrative Specialist and add one (1) Building Inspector II and delete the Building Inspector I and the Office Assistant III after the Building Inspector II and the Administrative Specialist positions have been filled. The following are the proposed changes, including benefits:

Staff Report – Resolution Amending the 2022-2023 Budget- Building and Safety Staffing

Page | 3
Delete Position:

One (1) Office Assistant III $53,552
Add Position:

One (1) FTE Administrative Specialist $71,035
Difference $17,483
Delete Position:

FTE One (1) Building Inspector I $82,279
Add Position:

FTE One (1) Building Inspector II $92,707
Difference $10,428
Total Difference $27,911
This increase resulted in an increase in cost in the amount of $27,911. Funds are available in the Building and Safety Department’s 2022-2023 Fiscal Year budget as follows:
1001-770-000-4101 Permanent Salaries $16,248
1001-770-000-4190 Workers Compensation $ 2,811
1001-770-000-4197 Unemployment Insurance $ 1,289
1001-770-000-4198 State Disability Insurance $ 379
1001-770-000-4199 Medi-Cal Contribution $ 549
Total $21,276
2100-770-000-4191 Health Insurance $ 4,402
2100-770-000-4193 PERS Pick-up $ 2,233
Total $ 6,635
Grand Total $27.911
* Financial data provided by Budget Officer 11/16/2022

In order for the City Manager to amend the Building Department 2022-2023 Fiscal Year’s budget to add one (1) Administrative Specialist and one (1) Building Inspector II position, City Council’s authorization is necessary.

ALTERNATIVE
The department desires to increase its service levels. Therefore, no other alternatives are being recommended.

Staff Report – Resolution Amending the 2022-2023 Budget- Building and Safety Staffing

Page | 4

FISCAL IMPACT
The City of Compton has a balanced budget and the recommendations outlined above are cost neutral. Thus, the recommendations will not have a negative impact on the budget, and will provide constituents with a higher quality level of service.

RECOMMENDATION
Staff recommends the City Council to adopt the attached resolution.

VICTOR OROZCO

CHIEF BUILDING OFFICIAL
APPROVED FOR FORWARDING:

THOMAS THOMAS

CITY MANAGER
RESOLUTION NO.________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO AMEND THE BUILDING AND
SAFETY DEPARTMENT 2022-2023 FISCAL YEAR BUDGET TO ADD ONE (1) ADMINISTRATIVE SPECIALIST, ONE (1) BUILDING INSPECTOR II AND DELETING ONE (1) BUILDING INSPECTOR I AND ONE OFFICE ASSISTANT

III POSITION
WHEREAS, adoption of this resolution will authorize the City Manager to amend the Building and Safety Department 2022-2023 Fiscal Year budget to add one (1) Administrative Specialist, one (1) Building Inspector II and deleting one (1) Building Inspector I and one (1) Office Assistant; and
WHEREAS,on June 30, 2022, the City Council adopted Resolution No. 25,694 adopting the City of Compton’s Fiscal Year 2022-2023 budget; and WHEREAS, the 2022-2023 Building and Safety Department’s budget authorized the following positions:

Personnel Summary
Position Description Salary
Range
Adopted
2022-2023
Adopted
Amount
Status
Chief Building Official 220 1.0 $159,612 Filled
Senior Building Inspector 166 1.0 $93,240 Vacant
Senior Admin. Analyst 151 1.0 $80,328 Filled
Building Inspector I 128 1.0 $63,900 Filled
Building Inspector I 128 1.0 $63,900 Vacant
Building Inspector I 128 1.0 $63,900 Vacant
Office Assistant III 86 1.0 $42,180 Filled
Permit Technician 86 1.0 $42,180 Filled
Permit Technician 86 1.0 $42,180 Filled
Total 9.0 $651,420
WHEREAS, due to the current staffing needs, the Building and Safety Department has determined that adding one (1) Administrative Analyst and one (1) Building Inspector II and deleting one (1) Building Inspector I and one (1) Office Assistant III would better meet the demands of the department for the following reasons; and
.

WHEREAS, the City Manager has assessed the organizational needs of the department and determined that there is a need for staffing adjustments to the Building and Safety Department’s 2022-2023 Fiscal Year budget; and WHEREAS,the department requests that one Administrative Specialist and one Building Inspector II be added to the Building and Safety Department’s FY 2022-2023 budget; and
WHEREAS,the proposed budget amendments are all cost neutral and the total revenues and expenditures remain balanced as projected for the Fiscal Year 2022-2023 adopted budget; and
WHEREAS,the following amendment is necessary in order to add personnel positions that will increase the level in services provided since the adoption of the Fiscal Year 2022-2023 budget.

Resolution No. _______________

Additional Positions
The Building and Safety Department is recommending to add one (1) Administrative Specialist and add one (1) Building Inspector II and delete one (1) Building Inspector I and one (1) Office Assistant III after positions have been filled and the following are the proposed changes:

Delete Position:

One (1) Office Assistant III $53,552
Add Position:

One (1) FTE Administrative Specialist $71,035
Difference $17,483
Delete Position:

FTE One (1) Building Inspector I $82,279
Add Position:

FTE One (1) Building Inspector II $92,707
Difference $10,428
Total Difference $27,911
WHEREAS,the City of Compton has a balanced budget and the recommendations outlined above are cost neutral and the recommendations will not have a negative impact on the budget, and will provide constituents with a higher quality level of service; and
WHEREAS,in order for the City Manager to amend the Building Department 2022-2023 Fiscal Year’s budget to add one (1) Administrative Specialist and one (1) Building Inspector II position, City Council’s authorization is necessary.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1.That the Building and Safety Department 2022-2023 Fiscal Year budget shall be amended to add one (1) Administrative Specialist, one (1) Building Inspector II and deleting one (1) Building Inspector I and one (1) Office Assistant III once positions have been filled.

SECTION 2. That the Building Department 2022-2023 Fiscal Year budget be amended as follows:

Delete Position:

One (1) Office Assistant III $53,552
Add Position:

One (1) FTE Administrative Specialist $71,035
Difference $17,483
Delete Position:

FTE One (1) Building Inspector I $82,279
Add Position:

FTE One (1) Building Inspector II $92,707
Difference $10,428
Total Difference $27,911
Resolution No. _______________

SECTION 3.this increase resulted in an increase in cost in the amount of $27,911 (Twenty-Seven Thousand Nine Hundred Eleven Dollars). Funds are available in the Building and Safety Department 2022-2023 Fiscal Year in the following accounts:
1001-770-000-4101 Permanent Salaries $16,248
1001-770-000-4190 Workers Compensation $ 2,811
1001-770-000-4197 Unemployment Insurance $ 1,289
1001-770-000-4198 State Disability Insurance $ 379
1001-770-000-4199 Medi-Cal Contribution $ 549
Total $21,276
2100-770-000-4191 Health Insurance $ 4,402
2100-770-000-4193 PERS Pick-up $ 2,233
Total $ 6,635
Grand Total $27.911
* Financial data provided by Budget Officer 11/16/2022
SECTION 4.That all changes are to take effect on the adoption date of this Resolution.

SECTION 5.That copies of this resolution shall be filed in the offices of the City Manager, City Controller, City Clerk, City Attorney, Human Resources and the Building and Safety.

SECTION 6.That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this ________ day of ____________, 2022.
________________________________

MAYOR OF THE CITY OF COMPTON
ATTEST:
____________________________________

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Alita Godwin, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council of the City of Compton, signed by the Mayor and attested by the City Clerk, at a regular meeting thereof, held on the __________ day of _____________, 2022.

That said Resolution was adopted by the following vote, to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
____________________________________

CITY CLERK OF THE CITY OF COMPTON
December 13, 2022
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: GENERAL SERVICES DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER

TO THE GARLAND COMPANY, INC FOR THE PROCUREMENT OF

ROOFING MATERIALS FOR THE CAREERLINK FACILITY ROOFING
PROJECT LOCATED AT 700 NORTH BULLIS ROAD ($431,146.34)

SUMMARY
Adoption of the attached resolution will authorize the City Manager to accept the proposal and establish a purchase order to The Garland Company, Inc. in the amount of Three Hundred Ninety-One Thousand Nine Hundred Fifty-One Dollars and Twenty-Two Cents ($391,951.22) for the purchase of roofing material for the CareerLink facility roofing project located at 700 North Bullis Road and authorizing a 10% contingency in the amount of Thirty-Nine Thousand One Hundred Ninety-Five Dollars and Twelve Cents ($39,195.12).

BACKGROUND
The City of Compton owns certain real property located at 700 North Bullis Road, currently occupied by the Local Housing Authority, Volunteers of America-VPan Program, Coalition for Human Immigrant Rights of Los Angeles and Compton Kidz Club.

The building’s aging roof has shown significant signs of failure throughout the years.

Facility maintenance workers are being called upon to perform a higher number of repairs to problem areas on the roof, however, despite staff’s efforts, water continues to leak inside the building.

On October 12, 2022, City of Compton staff, The Garland Company, and a state-licensed roofing contractor inspected and evaluated the recommended repairs to the roof in the main building and annex building. After reviewing the condition of the roof and the multiple deficiencies that were noted, staff agreed that any temporary repair to the roof may be the quickest solution but not the most efficient.

13.13.13. Staff Report – Resolution Amending 2022-23 FY Budget Authorizing P.O. to The Garland Company, Inc.

December 13, 2022 Page 2 of 2

STATEMENT OF THE ISSUE
Staff worked with The Garland Company and a state-licensed roofing contractor to prepare a recommendation to rehabilitate the entire roof rather than patching or adding additional layers. The Garland Company has provided a proposal for the purchase of the construction material.

To ensure the city is receiving the most cost-effective delivery method for roofing materials, this roofing project will be split into two portions: construction and the purchase of roofing materials. The Garland Company has submitted a proposal in the amount of Three Hundred Ninety-One Thousand Nine Hundred Fifty-One Dollars and Twenty-Two Cents ($391,951.22) to purchase roofing materials utilizing the California Multiple Awards Schedule (CMAS) Contract 4-20-56-0006B. Separating the construction and materials portion ultimately controls the cost of materials, and avoids contractor markups, overruns, and costly change orders. This process has been proven to be beneficial for this and many other Cities throughout the State of California.

The Garland Company was awarded a multi-year contract by the State of California Multiple Award Schedules Unit (CMAS) to provide general building and construction materials to members throughout California. This procurement method complies with the City of Compton’s purchasing policies per The Compton Municipal Code section 4-11- 7(c). The City Council can find that it is more beneficial and economical to utilize the CMAS cooperatively purchased contract with The Garland Company, as opposed to conducting a local bid process.

The City’s purchasing and contract policies are set forth in the City Municipal Code. The cost for goods or services to be purchased dictates how they are to be procured through an informal or formal bidding process. The Compton Municipal Code section 4-11.7(c) Exceptions to Competitive Bidding Requirements lists certain exemptions from the bidding process, including purchases of contract supplies, materials, equipment or services entered into with another governmental or quasi-governmental entity.

A review of the State’s procurement process satisfies the City’s procurement requirements; thus, utilizing the State’s agreements allows the City to capitalize on pricing that would not be available if staff conducted a separate Request for Quotes process for the roofing material.

Staff Report – Resolution Amending 2022-23 FY Budget
Authorizing P.O. to The Garland Company, Inc.

December 13, 2022 Page 3 of 3

FISCAL IMPACT
The estimated amount for roofing material cost is Three Hundred Ninety-One Thousand Nine Hundred Fifty-One Dollars and Twenty-Two Cents ($391,951.22) and staff recommends a contingency of 10% percent in the amount of Thirty-Nine Thousand One Hundred Ninety-Five Dollars and Twelve Cents ($39,195.12) for a total not to exceed Four Hundred Thirty-One Thousand One Hundred Forty-Six Dollars and Thirty-Four Cents ($431,146.34). Funds for this expenditure are available in the 2022-2023 Fiscal Year Budget in Account No. 1004-610-000-4269.

RECOMMENDATION
Staff recommends that the City Council adopt the attached Resolution.

DAMION TIMMIONS

GENERAL SERVICES DEPARTMENT
APPROVED FOR FORWARDING:

THOMAS THOMAS

CITY MANAGER
RESOLUTION NO. ___________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO

THE GARLAND COMPANY, INC FOR THE PROCUREMENT OF ROOFING MATERIALS FOR THE CAREERLINK FACILITY ROOFING PROJECT AT 700 NORTH BULLIS ROAD ($431,146.34)

WHEREAS,the City of Compton owns certain real property located at 700 North Bullis Road known as the CareerLink facility, and
WHEREAS,the General Services Department is responsible for maintaining the City’s administrative buildings, parks, fire stations, service yards, and leased properties; and
WHEREAS, the main building and annex building roof has shown significant signs of failure throughout the years; and
WHEREAS, On October 12, 2022, City of Compton staff, The Garland Company and a state-licensed roofing contractor inspected and evaluated the recommended repairs to the roof and multiple deficiencies were noted; and WHEREAS, The Garland Company was awarded a multi-year contract by the State of California Multiple Award Schedules Unit (CMAS) to provide general building and construction materials to members throughout California; and WHEREAS, the roofing material purchase is being made through the State of California’s (“State”) “Statewide Contract” agreements for Construction-Roofing Material, issued by the Department of General Services Procurement Division who conducted a formal Request for Proposals (“RFP”) process that identified a number of vendors to meet the needs of their departments and Subsection B “Local Government Agencies” of Section 2. “Contract Usage/Rules” of each agreement contains language that allows local government agencies to also utilize their agreements; and WHEREAS, The Compton Municipal Code section 4-11.7(c) lists certain exemptions from the bidding process, including purchases of contract supplies, materials, equipment or services entered into with another governmental or quasi-governmental entity; a review of the State’s procurement process satisfies the City’s procurement requirements; thus, utilizing the State’s agreements allows the City to capitalize on pricing that would not be available if staff conducted a separate Request for Quotes process for the roofing material; and
WHEREAS, to ensure the city is receiving the most cost-effective delivery method for roofing materials, this roofing project will be split into two portions: construction and the purchase of roofing materials; and
WHEREAS, The Garland Company has provided a proposal for the purchase of the construction material in the amount of Three Hundred Ninety-One Thousand Nine Hundred Fifty-One Dollars and Twenty-Two Cents ($391,951.22); and WHEREAS,funds for Fiscal Year 2022-2023 in the amount of $431,146.34 are available in the 2022-2023 Fiscal Year budget in the following Account Number:

Account No. Fund Description Amount
1004-610-000-4269 Measure P - General Fund Material Purchase $391,951.22 1004-610-000-4269 Measure P - General Fund 10% Contingency $39,195.12 WHEREAS,staff is requesting the ability to efficiently manage this demand by requesting to issue a purchase order for the roofing materials to The Garland Company in an amount not to exceed of Four Hundred Thirty-One Thousand One Hundred Forty- Six Dollars and Thirty-Four Cents ($431,146.34).

Resolution No. ______________

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1.That the City Manager is hereby authorized to issue a purchase order to the Garland Company in the amount of Three Hundred Ninety-One Thousand Nine Hundred Fifty-One Dollars and Twenty-Two Cents ($391,951.22).

SECTION 2.That a ten percent (10%) contingency amount (i.e. ($39,195.12) is hereby authorized.

SECTION 3.That funds in the amount not to exceed Four Hundred Thirty-One Thousand One Hundred Forty-Six Dollars and Thirty-Four Cents ($431,146.34) are available in the 2022-2023 Fiscal Year budget in Account Number 1004-610-000-4269.

SECTION 4.That a copy of this Resolution shall be filed in the offices of the City Manager, City Attorney, City Controller, City Clerk, and the General Services Department.

SECTION 5.That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this ________ day of _______________, 2022.
________________________________

MAYOR OF THE CITY OF COMPTON
ATTEST:
____________________________________

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Alita Godwin, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the ____ day of ____________________, 2022 That said Resolution was adopted by the following vote to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
____________________________________

CITY CLERK OF THE CITY OF COMPTON

THE GARLAND COMPANY, INC.

HIGH PERFORMANCE ROOFING AND FLOORING SYSTEMS
3800 EAST 91ST. STREET • CLEVELAND, OHIO 44105-2197
PHONE: (216) 641-7500 • FAX: (216) 641-0633
NATIONWIDE: 1-800-321-9336

November 13, 2022

Triphenia Simmons
Nebraska Jones
City of Compton

PROJECT PROPOSAL
Re: 700 N Bullis Rd & Annex Bldgs. Roof Material Cost Proposal

We are pleased to provide the following quotation for roofing materials. The following materials shall be purchased utilizing the California Multiple Awards Schedule (CMAS).

Contract #: 4-20-56-0006B

700 N Bullis Rd & Annex Bldgs
City of Compton

Material Amount Unit Size Cost Total
Vitaply 22 Drums $2,500.00 $55,000.00
KEE Stone FB 60 - 8' 45 Roll $5,173.00 $232,785.00
KEE Stone FB 60 - 4' 8 Roll $2,588.00 $20,704.00
KEE Stone Utility Roll 12 Roll $177.00 $2,124.00
KEE Stone FB 60 Flashing - 4' 4 Roll $1,352.00 $5,408.00 KEE Lock Foam Box Set 56 Catridge $416.00 $23,296.00
KEE Lock Mastic 6 3 Gal $378.00 $2,268.00
Unibond ST 4" Tape 10 Roll $139.00 $1,390.00
Cool Sil 10 5 Gal $721.00 $7,210.00
Tuff Stuff Natural White 48 Tube $19.00 $912.00

Material Cost $351,097.00
Tax $33,354.22
Shipping Cost $7,500.00

Overall Total $391,951.22

December 13, 2022
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: CITY MANAGER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON APPROVING AN AMENDMENT TO THE 2022-2023 FISCAL YEAR

BUDGET TO AMEND THE EXISTING PERSONNEL SUMMARY TO ADD

A DIRECTOR OF RECREATION POSITION

SUMMARY
Adoption of this resolution will authorize amendments to the Fiscal Year 2022-2023 Adopted Budget which was adopted by the City Council on June 30, 2022. The purpose of this amendment is to add and remove a position from the budget. This will facilitate the ability to hire a Director of Recreation. This change is cost neutral, as it does not increase or decrease net Budget appropriations.

BACKGROUND
On November 1, 2022, the City Council adopted new job specifications for the Director of Recreation. The purpose of this budget amendment is to change the position in the budget to match this new position.

STATEMENT OF THE ISSUE
Budget Adjustment for Fiscal Year 2022-2023
The proposed budget amendments are all cost neutral and the total revenues and expenditures remain balanced as projected for the Fiscal Year 2022-2023 Adopted Budget.

The following budget transactions are necessary in order to add personnel positions that will increase the level in services provided and correct any inadvertent errors realized since the adoption of the Fiscal Year 2022-2023 Budget.

14.14. Staff Report – Resolution Approving
FY 2022-2023 Budget Amendment to Add Director of Recreation December 13, 2022, page 2
1) Position Changes
Recreation Department:

The Adopted Budget contained the position of Superintendent of Recreation as the “placeholder” for the department head of the Recreation Department while City Management and ACSME Local 2325 met and conferred on the new title, salary and duties. The new title was determined to be Director of Recreation with a salary of $120,780 per year. The difference of $41,244 will be offset with salary savings accrued by vacant positions in the department.

The following budget amendment is required:

Add Positions:

One (1) 1.0 FTE Director of Recreation
Remove Position:

One (1) 1.0 FTE Superintendent of Recreation
The proposed budget amendments will add a personnel position that will increase the level in services provided and correct any inadvertent errors while maintaining a balanced 2022-2023 Fiscal Year Budget. All changes are to take effect on the approval of this resolution.

FISCAL IMPACT
The City of Compton has a balanced budget and the recommendations are cost neutral and does not have a negative impact on the City’s balanced budget for FY 2022-2023.

RECOMMENDATION
Staff recommends that the City Council adopt the attached Resolution authorizing the City Manager to make budget amendments to the Fiscal Year 2022-2023 Budget.

THOMAS THOMAS

CITY MANAGER
RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
COMPTON APPROVING AN AMENDMENT TO THE 2022-2023

FISCAL YEAR BUDGET TO AMEND THE EXISTING

PERSONNEL SUMMARY TO ADD A DIRECTOR OF

RECREATION POSITION
WHEREAS, pursuant to Resolution No. 25,694, the City Council of the City of Compton adopted the Fiscal Year 2022-2023 Budget on June 30, 2022; and WHEREAS, staff has identified positions that can be funded using salary savings that was realized since the commencement of the Fiscal Year 2022-2023; and WHEREAS, the City adopted a new position Director of Recreation and salary to oversee the Recreation Department subsequent to the adoption of the Fiscal Year 2022-2023 Budget revised the Classification Specification; and WHEREAS, staff will update the in the Fiscal Year 2022-2023 Adopted Budget Book available in the City Clerk’s Office as well as the online version on the City’s website; and
WHEREAS, the proposed Budget Amendment adds a Director of Recreator position that will increase the level in service provided while maintaining a balanced 2022-2023 Fiscal Year Budget. All changes are to take effect on the approval of this resolution.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the City Manager is hereby authorized to make the following budget amendment to the Fiscal Year 2022-2023 Adopted Budget for the following change in the Recreation Department:

Add Positions:
One (1) 1.0 FTE Director of Recreation
Delete Position
One (1) 1.0 FTE Superintendent of Recreation
SECTION 2.That all changes are to take effect immediately.

SECTION 3. That a certified copy of this Resolution shall be filed in the Offices of the City Clerk, City Attorney, City Manager and City Controller.

SECTION 4. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this _______ day of ______________, 2022.

_______________________________

MAYOR OF THE CITY OF COMPTON
Resolution No. _______

ATTEST:
___________________________________

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Alita Godwin, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor, and attested by the City Clerk at a regular meeting thereof held on the _________ day of _______________, 2022.

That said Resolution was adopted by the following vote, to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
____________________________________

CITY CLERK OF THE CITY OF COMPTON