Agenda packet — Compton City Council, June 27, 2023 (part 3 of 3)

Since 2014, there have been audits of the City from various auditing authorities such as the State Controller’s audit in 2018, and the MTA audit in 2015, which had determined that the General Fund’s internal borrowing included some lending sources which were restricted and unallowable. Therefore, Controller Department staff adjusted the City’s general ledger with an accounting entry to repay those borrowings to avoid increases in audit findings and to avoid the risk of disciplinary actions from granting agencies. (Interest expense incurred on those unallowable borrowings were repaid by the General Fund to those creditor funds, via accounting journal entries, as well during those audit periods).

Due to staff turn-over in the Controller’s office, the 2011 and 2014 resolutions to approve the repayment plan were unknown to Controller staff, and therefore the accounting journal entries that had been done to repay those unallowable internal borrowings were not brought to the attention of the City Council.

The past accounting-journal-entry repayment of these unallowable borrowings has lowered the total principal due by the General Fund to an amount of $28,797,511.20 as of June 30, 2020. With compounded annual interest accumulated on this balance, the total due by the General fund as of June 30, 2020 is $29,695,191.24.

STATEMENT OF ISSUE
Since Fiscal Year 2013/2014, the year in which the City Council adopted resolution number 23,970, through the present time, repayment by the General Fund has not been made. Therefore, staff is recommending a revised repayment schedule to be adopted to represent a more realistic minimum payment that the General Fund should be able to make on a continuous annual basis. This average annual payment would fall to approximately $1,500,000.00 over twenty years compared to an average annual payment of approximately $3,500,000.00 over fifteen years (which was included in the amortization schedule adopted in Fiscal Year 2013-2014 as part of resolution 23,970).

Additionally, it is still necessary (per auditor-recommendation) to utilize interest rates that represent the yield on the Local Agency Investment Fund (LAIF) where the City invests its funds. The applicable LAIF average annual yield (prevailing as of the end of FY 2020/2021 which is the accounting period in which the revised repayment plan is recommended to be implemented) being utilized in the revised repayment schedule is

0.22%.

The following represents a proposed revised repayment schedule that the General Fund shall follow in order to be able to repay its borrowings effective from the Fiscal Year 2020- 2021 accounting period (from the earliest accounting period still open in the General Ledger at this time):

Staff Report – rescind Resolution 23,970 and approve the revised repayment schedule presented

Page 3 of 4 ends

CITY OF COMPTON
AMORTIZATION SCHEDULE – REPAYMENT BY GENERAL FUND
Serial
No.

Fiscal Year Beginning
Loan Balance
Interest

0.22%
Fiscal Year
Repayment
Ending Loan
Balance
1 FY2020/2021 $29,695,191.24 $65,329.42 $1,307,278.39 $ 28,387,912.85 2 FY2021/2022 $28,387,912.85 $62,453.41 $3,000,000.00 $ 25,387,912.85 3 FY2022/2023 $25,387,912.85 $55,853.41 $500,000.00 $ 24,887,912.85 4 FY2023/2024 $24,887,912.85 $54,753.41 $1,500,000.00 $ 23,387,912.85 5 FY2024/2025 $23,387,912.85 $51,453.41 $1,500,000.00 $ 21,887,912.85 6 FY2025/2026 $21,887,912.85 $48,153.41 $1,500,000.00 $ 20,387,912.85 7 FY2026/2027 $20,387,912.85 $44,853.41 $1,500,000.00 $ 18,887,912.85 8 FY2026/2027 $18,887,912.85 $41,553.41 $1,500,000.00 $ 17,387,912.85 9 FY2027/2028 $17,387,912.85 $38,253.41 $1,500,000.00 $ 15,887,912.85 10 FY2028/2029 $15,887,912.85 $34,953.41 $1,500,000.00 $ 14,387,912.85 11 FY2029/2030 $14,387,912.85 $31,653.41 $1,500,000.00 $ 12,887,912.85 12 FY2030/2031 $12,887,912.85 $28,353.41 $1,500,000.00 $ 11,387,912.85 13 FY2031/2032 $11,387,912.85 $25,053.41 $1,500,000.00 $ 9,887,912.85 14 FY2032/2033 $9,887,912.85 $21,753.41 $1,500,000.00 $ 8,387,912.85 15 FY2033/2034 $8,387,912.85 $18,453.41 $1,500,000.00 $ 6,887,912.85 16 FY2034/2035 $6,887,912.85 $15,153.41 $1,500,000.00 $ 5,387,912.85 17 FY2035/2036 $5,387,912.85 $11,853.41 $1,500,000.00 $ 3,887,912.85 18 FY2036/2037 $3,887,912.85 $8,553.41 $1,500,000.00 $ 2,387,912.85 19 FY2037/2038 $2,387,912.85 $5,253.41 $1,500,000.00 $ 887,912.85 20 FY2038/2039 $887,912.85 $1,953.41 $887,912.85 $0.00
To achieve the repayment plan, it is necessary to curtail General Fund expenditures to ensure that the General Fund revenues are adequate to meet General Fund expenditures without having to use the cash belonging to other funds. It is imperative that the repayment schedule be complied with to give assurance to third parties including the City’s Banks, Bondholders, Independent auditors and Auditors from grantor agencies the reassurance that the City is committed to repay amounts owed by the General Fund to other funds.

Lastly, if in any given fiscal year, a surplus in the General Fund is recognized by City Controller Department staff, then additional funds from the General Fund will be Staff Report – rescind Resolution 23,970 and approve the revised repayment schedule presented

Page 4 of 4 ends

recommended to the City Manager to be used to increase repayment amounts to accelerate the repayment time-frame, if feasible.

FISCAL IMPACT
The amount of repayment required for Fiscal Year 2022-2023 is $500,000. The City is projected (with a mid-year budget review) to have a surplus of $600,000 and to have enough cash to make the $500,000 payment.

ALTERNATIVE
The City would continue to remain in a position of being behind and remaining out of compliance with auditor recommendations to start implementing a repayment plan for the General Fund to repay its internal borrowings. Additionally, any unallowable borrowings would not be repaid and the City could risk obtaining more audit findings.

RECOMMENDATION
The City Controller recommends that the City Council adopt the attached Resolution.

SHARON RAHBAN NAVIZADEH

CITY CONTROLLER
APPROVED FOR FORWARDING:

THOMAS THOMAS

CITY MANAGER
RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON RESCINDING RESOLUTION 23,970 WHICH ADOPTED THE REVISED

REPAYMENT SCHEDULE OF THE GENERAL FUND INTERNAL

BORROWING AND APPROVING A SECOND REVISED REPAYMENT
SCHEDULE OF THE GENERAL FUND INTERNAL BORROWING.

WHEREAS, during Fiscal Year 2009-2010, the City’s audited financial statements recognized that the General Fund had borrowed cash from other funds to pay for General Fund expenditures in years where there were not enough revenues to adequately fund the General Fund expenditures.

WHEREAS, as of June 30, 2011, the General Fund owed a total of $41,921,071 to various internal funds of the City. This indebtedness effectively occurred when the General Fund had a negative balance in the pooled checking account which meant that the General Fund drew money from the pool over and above the General Fund revenues that were brought into the checking account. Several funds such as the Retirement Fund, Sewer Fund, and Water Fund had positive balances in the Pooled Checking account meaning that the funds brought more revenues into the Pooled Checking account than they actually spent in the past.

WHEREAS, on December 20th, 2011, the City Council adopted resolution number 23,447 which approved a repayment schedule for this internal borrowing with an average of $4 million in annual installments, with an interest rate based on a 20-year mortgage rate of

3.5%.

WHEREAS, on June 17 th, 2014, the City Council adopted resolution number 23,970 which rescinded resolution number 23,447, including the repayment schedule, and adopted a revised repayment schedule. The revised repayment schedule adopted on June 17, 2014 had an average of $3.5 million in annual installments, and had an interest rate that was based on the (auditor-recommended) Local Agency Investment Fund (LAIF) average annual yield of 0.495% prevailing as of the end of 2010/2011 fiscal year when the 2011 repayment plan was formulated. Additionally, the number of years for repayment was reduced to 15 years from 20 years. The principal amount to be repaid remained at $41,901,757.

WHEREAS, Controller Department staff adjusted the City’s general ledger with an accounting entry to repay certain unallowable borrowings from the General Fund (plus interest) to avoid increases in audit findings and to avoid the risk of disciplinary actions onto the City from granting agencies. This lowered the total principal due by the General Fund to an amount of $28,797,511.20 as of June 30, 2020. With compounded annual interest accumulated on this balance, the total due by the General fund as of June 30, 2020 is $29,695,191.24.

WHEREAS, since Fiscal Year 2013/2014, the year in which the City Council adopted resolution number 23,970, through the present time, repayment by the General Fund has not been made. Therefore, staff is recommending a revised repayment schedule to be adopted to represent a more realistic minimum payment that the General Fund should be able to make on a continuous annual basis.

WHEREAS, based on discussion by the City Controller with the City’s independent auditor, it is necessary to utilize interest rates that represent the yield on the Local Agency Investment Fund (LAIF) where the City invests its funds. The applicable LAIF interest rate utilized in the revised repayment schedule is 0.22%.

Resolution No. _________

Page 2 ends

2 WHEREAS, the following represents a proposed revised repayment schedule that the General Fund shall follow in order to be able to repay it’s borrowings, and if in any given fiscal year, a surplus in the General Fund is recognized by City Controller Department staff, then additional funds from the General Fund will be recommended to the City Manager to be used to increase repayment amounts to accelerate the repayment time-frame, if feasible:

CITY OF COMPTON
AMORTIZATION SCHEDULE – REPAYMENT BY GENERAL FUND
Serial
No.

Fiscal Year Beginning
Loan Balance
Interest

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

SECTION 1. That the repayment schedule listed below is hereby approved and that resolution number 23,970 containing prior repayment schedule is hereby rescinded.

SECTION 2. That the interest rate for the repayment schedule shall be based on the LAIF average annual yield of 0.22% prevailing as of the end of the 2020/2021 fiscal year when the current repayment plan has been reformulated.

SECTION 3. That the repayment period of the plan is hereby extended from 15 years to 20 years to allow for a feasible annual repayment amount.

Resolution No. _________

Page 3 ends

3 SECTION 4. That the City Manager is authorized to appropriate enough funds in the General Fund budget to make the repayment in accordance with the revised amortization schedule shown below:

CITY OF COMPTON
AMORTIZATION SCHEDULE – REPAYMENT BY GENERAL FUND
Serial
No.

Fiscal Year Beginning
Loan Balance
Interest

0.22%
Fiscal Year
Repayment
Ending Loan
Balance
1 FY2020/2021 $29,695,191.24 $65,329.42 $1,307,278.39 $ 28,387,912.85 2 FY2021/2022 $28,387,912.85 $62,453.41 $3,000,000.00 $ 25,387,912.85 3 FY2022/2023 $25,387,912.85 $55,853.41 $500,000.00 $ 24,887,912.85 4 FY2023/2024 $24,887,912.85 $54,753.41 $1,500,000.00 $ 23,387,912.85 5 FY2024/2025 $23,387,912.85 $51,453.41 $1,500,000.00 $ 21,887,912.85 6 FY2025/2026 $21,887,912.85 $48,153.41 $1,500,000.00 $ 20,387,912.85 7 FY2026/2027 $20,387,912.85 $44,853.41 $1,500,000.00 $ 18,887,912.85 8 FY2026/2027 $18,887,912.85 $41,553.41 $1,500,000.00 $ 17,387,912.85 9 FY2027/2028 $17,387,912.85 $38,253.41 $1,500,000.00 $ 15,887,912.85 10 FY2028/2029 $15,887,912.85 $34,953.41 $1,500,000.00 $ 14,387,912.85 11 FY2029/2030 $14,387,912.85 $31,653.41 $1,500,000.00 $ 12,887,912.85 12 FY2030/2031 $12,887,912.85 $28,353.41 $1,500,000.00 $ 11,387,912.85 13 FY2031/2032 $11,387,912.85 $25,053.41 $1,500,000.00 $ 9,887,912.85 14 FY2032/2033 $9,887,912.85 $21,753.41 $1,500,000.00 $ 8,387,912.85 15 FY2033/2034 $8,387,912.85 $18,453.41 $1,500,000.00 $ 6,887,912.85 16 FY2034/2035 $6,887,912.85 $15,153.41 $1,500,000.00 $ 5,387,912.85 17 FY2035/2036 $5,387,912.85 $11,853.41 $1,500,000.00 $ 3,887,912.85 18 FY2036/2037 $3,887,912.85 $8,553.41 $1,500,000.00 $ 2,387,912.85 19 FY2037/2038 $2,387,912.85 $5,253.41 $1,500,000.00 $ 887,912.85 20 FY2038/2039 $887,912.85 $1,953.41 $887,912.85 $0.00
SECTION 5. That a copy of this Resolution shall be filed in the offices of the City Clerk, City Attorney, City Manager, and City Controller.

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

ADOPTED this ____________ day of _____________, 2023.
________________________________

MAYOR OF THE CITY OF COMPTON
ATTEST:
________________________________

CLERK OF THE CITY OF COMPTON
Resolution No. _________

Page 4 ends

4 STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF COMPTON )
I, Vernell McDaniel, 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 this ___________ day of ________________, 2023.

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

AYES: COUNCILMEMBERS -
NOES: COUNCILMEMBERS -
ABSTAIN: COUNCILMEMBERS -
ABSENT: COUNCILMEMBERS -
____________________________________

CITY CLERK OF THE CITY OF COMPTON

Date Daily Quarter to Date
Average
Maturity Date Daily Quarter to Date
Average
Maturity
07/01/21 0.22 0.22 298 08/01/21 0.22 0.22 300
07/02/21 0.22 0.22 296 08/02/21 0.22 0.22 300
07/03/21 0.22 0.22 296 08/03/21 0.22 0.22 299
07/04/21 0.22 0.22 296 08/04/21 0.22 0.22 299
07/05/21 0.22 0.22 296 08/05/21 0.22 0.22 299
07/06/21 0.22 0.22 295 08/06/21 0.22 0.22 299
07/07/21 0.22 0.22 294 08/07/21 0.22 0.22 299
07/08/21 0.22 0.22 298 08/08/21 0.22 0.22 299
07/09/21 0.22 0.22 299 08/09/21 0.22 0.22 296
07/10/21 0.22 0.22 299 08/10/21 0.22 0.22 298
07/11/21 0.22 0.22 299 08/11/21 0.22 0.22 298
07/12/21 0.22 0.22 296 08/12/21 0.22 0.22 300
07/13/21 0.22 0.22 296 08/13/21 0.22 0.22 301
07/14/21 0.22 0.22 295 08/14/21 0.22 0.22 301
07/15/21 0.22 0.22 297 08/15/21 0.22 0.22 300
07/16/21 0.22 0.22 299 08/16/21 0.22 0.22 300
07/17/21 0.22 0.22 299 08/17/21 0.22 0.22 302
07/18/21 0.22 0.22 299 08/18/21 0.22 0.22 300
07/19/21 0.22 0.22 296 08/19/21 0.22 0.22 305
07/20/21 0.22 0.22 300 08/20/21 0.22 0.22 305
07/21/21 0.22 0.22 299 08/21/21 0.22 0.22 305
07/22/21 0.22 0.22 300 08/22/21 0.22 0.22 305
07/23/21 0.22 0.22 302 08/23/21 0.22 0.22 302
07/24/21 0.22 0.22 302 08/24/21 0.22 0.22 302
07/25/21 0.22 0.22 302 08/25/21 0.22 0.22 300
07/26/21 0.22 0.22 301 08/26/21 0.23 0.22 310
07/27/21 0.22 0.22 301 08/27/21 0.23 0.22 311
07/28/21 0.22 0.22 300 08/28/21 0.23 0.22 311
07/29/21 0.22 0.22 300 08/29/21 0.23 0.22 311
07/30/21 0.22 0.22 301 08/30/21 0.22 0.22 309
07/31/21 0.22 0.22 301 08/31/21 0.21 0.22 312

CALIFORNIA STATE TREASURER

FIONA MA, CPA
PMIA Daily Effective Yield FY 2021-2022
*Daily yield does not reflect capital gains or losses
Date Daily Quarter to Date
Average
Maturity Date Daily Quarter to Date
Average
Maturity
09/01/21 0.21 0.22 317 10/01/21 0.20 0.20 331
09/02/21 0.21 0.22 316 10/02/21 0.20 0.20 331
09/03/21 0.21 0.22 316 10/03/21 0.20 0.20 331
09/04/21 0.21 0.22 316 10/04/21 0.20 0.20 328
09/05/21 0.21 0.22 316 10/05/21 0.20 0.20 324
09/06/21 0.21 0.22 316 10/06/21 0.20 0.20 324
09/07/21 0.21 0.22 313 10/07/21 0.20 0.20 326
09/08/21 0.21 0.22 311 10/08/21 0.20 0.20 328
09/09/21 0.21 0.22 309 10/09/21 0.20 0.20 328
09/10/21 0.21 0.22 308 10/10/21 0.20 0.20 328
09/11/21 0.21 0.22 308 10/11/21 0.20 0.20 325
09/12/21 0.21 0.22 308 10/12/21 0.20 0.20 327
09/13/21 0.21 0.22 309 10/13/21 0.20 0.20 326
09/14/21 0.21 0.22 309 10/14/21 0.20 0.20 326
09/15/21 0.20 0.22 309 10/15/21 0.20 0.20 329
09/16/21 0.20 0.22 307 10/16/21 0.20 0.20 329
09/17/21 0.20 0.22 309 10/17/21 0.20 0.20 329
09/18/21 0.22 0.22 309 10/18/21 0.20 0.20 327
09/19/21 0.22 0.22 309 10/19/21 0.20 0.20 327
09/20/21 0.20 0.22 305 10/20/21 0.20 0.20 325
09/21/21 0.20 0.22 305 10/21/21 0.21 0.20 332
09/22/21 0.20 0.22 305 10/22/21 0.21 0.20 332
09/23/21 0.20 0.22 313 10/23/21 0.21 0.20 332
09/24/21 0.21 0.22 316 10/24/21 0.21 0.20 332
09/25/21 0.21 0.22 316 10/25/21 0.21 0.20 333
09/26/21 0.21 0.22 316 10/26/21 0.21 0.20 333
09/27/21 0.21 0.22 314 10/27/21 0.21 0.20 335
09/28/21 0.21 0.22 318 10/28/21 0.21 0.20 335
09/29/21 0.21 0.22 317 10/29/21 0.21 0.20 334
09/30/21 0.20 0.22 321 10/30/21 0.21 0.20 334
10/31/21 0.20 0.20 335

CALIFORNIA STATE TREASURER

FIONA MA, CPA
PMIA Daily Effective Yield FY 2021-2022
*Daily yield does not reflect capital gains or losses
Date Daily Quarter to Date
Average
Maturity Date Daily Quarter to Date
Average
Maturity
11/01/21 0.20 0.20 338 12/01/21 0.20 0.20 339
11/02/21 0.20 0.20 338 12/02/21 0.20 0.20 344
11/03/21 0.20 0.20 336 12/03/21 0.20 0.20 343
11/04/21 0.20 0.20 339 12/04/21 0.20 0.20 343
11/05/21 0.20 0.20 338 12/05/21 0.20 0.20 343
11/06/21 0.20 0.20 338 12/06/21 0.20 0.20 341
11/07/21 0.20 0.20 338 12/07/21 0.20 0.20 340
11/08/21 0.20 0.20 336 12/08/21 0.21 0.20 341
11/09/21 0.21 0.20 338 12/09/21 0.21 0.20 341
11/10/21 0.20 0.20 338 12/10/21 0.21 0.20 343
11/11/21 0.20 0.20 338 12/11/21 0.21 0.20 343
11/12/21 0.20 0.20 338 12/12/21 0.21 0.20 343
11/13/21 0.20 0.20 338 12/13/21 0.21 0.20 340
11/14/21 0.20 0.20 338 12/14/21 0.21 0.20 340
11/15/21 0.20 0.20 335 12/15/21 0.21 0.20 340
11/16/21 0.20 0.20 337 12/16/21 0.22 0.20 343
11/17/21 0.20 0.20 337 12/17/21 0.21 0.20 342
11/18/21 0.21 0.20 340 12/18/21 0.21 0.20 342
11/19/21 0.21 0.20 338 12/19/21 0.21 0.20 342
11/20/21 0.21 0.20 338 12/20/21 0.21 0.21 338
11/21/21 0.21 0.20 338 12/21/21 0.22 0.21 338
11/22/21 0.21 0.20 336 12/22/21 0.22 0.21 337
11/23/21 0.21 0.20 335 12/23/21 0.22 0.21 339
11/24/21 0.21 0.20 337 12/24/21 0.22 0.21 338
11/25/21 0.21 0.20 337 12/25/21 0.22 0.21 338
11/26/21 0.21 0.20 337 12/26/21 0.22 0.21 338
11/27/21 0.21 0.20 337 12/27/21 0.22 0.21 336
11/28/21 0.21 0.20 337 12/28/21 0.22 0.21 335
11/29/21 0.21 0.20 331 12/29/21 0.22 0.21 334
11/30/21 0.20 0.20 332 12/30/21 0.22 0.21 338
12/31/21 0.22 0.21 340

CALIFORNIA STATE TREASURER

FIONA MA, CPA
PMIA Daily Effective Yield FY 2021-2022
*Daily yield does not reflect capital gains or losses
Date Daily Quarter to Date
Average
Maturity Date Daily Quarter to Date
Average
Maturity
01/01/22 0.22 0.22 339 02/01/22 0.26 0.24 326
01/02/22 0.22 0.22 339 02/02/22 0.26 0.24 325
01/03/22 0.22 0.22 342 02/03/22 0.26 0.24 324
01/04/22 0.22 0.22 340 02/04/22 0.26 0.24 324
01/05/22 0.22 0.22 338 02/05/22 0.26 0.24 324
01/06/22 0.22 0.22 337 02/06/22 0.26 0.24 324
01/07/22 0.22 0.22 336 02/07/22 0.26 0.24 322
01/08/22 0.22 0.22 336 02/08/22 0.27 0.24 322
01/09/22 0.22 0.22 336 02/09/22 0.27 0.24 321
01/10/22 0.22 0.22 334 02/10/22 0.27 0.24 320
01/11/22 0.22 0.22 333 02/11/22 0.27 0.24 320
01/12/22 0.22 0.22 331 02/12/22 0.27 0.24 320
01/13/22 0.23 0.22 332 02/13/22 0.27 0.24 320
01/14/22 0.23 0.22 330 02/14/22 0.27 0.24 320
01/15/22 0.22 0.22 330 02/15/22 0.28 0.25 320
01/16/22 0.22 0.22 330 02/16/22 0.28 0.25 319
01/17/22 0.22 0.22 330 02/17/22 0.28 0.25 318
01/18/22 0.23 0.22 325 02/18/22 0.28 0.25 316
01/19/22 0.24 0.23 328 02/19/22 0.28 0.25 316
01/20/22 0.24 0.23 325 02/20/22 0.28 0.25 316
01/21/22 0.24 0.23 324 02/21/22 0.28 0.25 316
01/22/22 0.24 0.23 324 02/22/22 0.29 0.25 313
01/23/22 0.24 0.23 324 02/23/22 0.29 0.25 311
01/24/22 0.25 0.23 323 02/24/22 0.30 0.25 309
01/25/22 0.25 0.23 322 02/25/22 0.31 0.25 314
01/26/22 0.25 0.23 320 02/26/22 0.31 0.25 314
01/27/22 0.25 0.23 324 02/27/22 0.31 0.26 314
01/28/22 0.25 0.23 323 02/28/22 0.31 0.26 319
01/29/22 0.25 0.23 323
01/30/22 0.25 0.23 323
01/31/22 0.26 0.23 322

CALIFORNIA STATE TREASURER

FIONA MA, CPA
PMIA Daily Effective Yield FY 2021-2022
*Daily yield does not reflect capital gains or losses
Date Daily Quarter to Date
Average
Maturity Date Daily Quarter to Date
Average
Maturity
03/01/22 0.32 0.26 322 04/01/22 0.44 0.44 319
03/02/22 0.32 0.26 323 04/02/22 0.44 0.44 319
03/03/22 0.32 0.26 323 04/03/22 0.44 0.44 319
03/04/22 0.32 0.26 323 04/04/22 0.44 0.44 316
03/05/22 0.32 0.26 323 04/05/22 0.44 0.44 314
03/06/22 0.32 0.26 323 04/06/22 0.45 0.44 315
03/07/22 0.32 0.26 319 04/07/22 0.46 0.44 313
03/08/22 0.32 0.26 316 04/08/22 0.46 0.44 315
03/09/22 0.33 0.26 317 04/09/22 0.46 0.45 315
03/10/22 0.33 0.27 316 04/10/22 0.46 0.45 315
03/11/22 0.33 0.27 315 04/11/22 0.47 0.45 314
03/12/22 0.33 0.27 315 04/12/22 0.49 0.45 315
03/13/22 0.33 0.27 315 04/13/22 0.50 0.46 313
03/14/22 0.34 0.27 314 04/14/22 0.51 0.46 311
03/15/22 0.35 0.27 314 04/15/22 0.51 0.46 310
03/16/22 0.36 0.27 311 04/16/22 0.51 0.47 310
03/17/22 0.38 0.27 315 04/17/22 0.51 0.47 310
03/18/22 0.38 0.27 313 04/18/22 0.52 0.47 308
03/19/22 0.38 0.28 313 04/19/22 0.56 0.48 316
03/20/22 0.38 0.28 313 04/20/22 0.58 0.48 317
03/21/22 0.38 0.28 311 04/21/22 0.59 0.49 318
03/22/22 0.40 0.28 311 04/22/22 0.59 0.49 316
03/23/22 0.40 0.28 310 04/23/22 0.59 0.50 316
03/24/22 0.41 0.28 311 04/24/22 0.59 0.50 316
03/25/22 0.41 0.29 313 04/25/22 0.60 0.51 315
03/26/22 0.41 0.29 313 04/26/22 0.60 0.51 315
03/27/22 0.41 0.29 313 04/27/22 0.60 0.51 316
03/28/22 0.42 0.29 313 04/28/22 0.61 0.52 316
03/29/22 0.42 0.29 313 04/29/22 0.61 0.52 315
03/30/22 0.42 0.29 311 04/30/22 0.61 0.52 315
03/31/22 0.42 0.29 310

CALIFORNIA STATE TREASURER

FIONA MA, CPA
PMIA Daily Effective Yield FY 2021-2022
*Daily yield does not reflect capital gains or losses
Date Daily Quarter to Date
Average
Maturity Date Daily Quarter to Date
Average
Maturity
05/01/22 0.61 0.53 315 06/01/22 0.76 0.61 313
05/02/22 0.61 0.53 314 06/02/22 0.77 0.61 314
05/03/22 0.63 0.53 316 06/03/22 0.77 0.62 313
05/04/22 0.64 0.54 315 06/04/22 0.77 0.62 313
05/05/22 0.64 0.54 316 06/05/22 0.77 0.62 313
05/06/22 0.65 0.54 315 06/06/22 0.77 0.62 311
05/07/22 0.65 0.55 315 06/07/22 0.79 0.63 311
05/08/22 0.65 0.55 315 06/08/22 0.75 0.63 311
05/09/22 0.65 0.55 314 06/09/22 0.80 0.63 311
05/10/22 0.65 0.55 312 06/10/22 0.81 0.63 310
05/11/22 0.65 0.56 312 06/11/22 0.81 0.63 310
05/12/22 0.67 0.56 313 06/12/22 0.81 0.64 310
05/13/22 0.67 0.56 312 06/13/22 0.82 0.64 308
05/14/22 0.67 0.56 312 06/14/22 0.83 0.64 307
05/15/22 0.67 0.57 311 06/15/22 0.86 0.65 308
05/16/22 0.68 0.57 310 06/16/22 0.90 0.65 310
05/17/22 0.69 0.57 313 06/17/22 0.91 0.65 309
05/18/22 0.69 0.57 311 06/18/22 0.91 0.66 309
05/19/22 0.71 0.58 312 06/19/22 0.91 0.66 309
05/20/22 0.71 0.58 311 06/20/22 0.91 0.66 306
05/21/22 0.71 0.58 311 06/21/22 0.92 0.67 304
05/22/22 0.71 0.59 311 06/22/22 0.92 0.67 303
05/23/22 0.72 0.59 308 06/23/22 0.92 0.67 301
05/24/22 0.73 0.59 309 06/24/22 0.93 0.68 309
05/25/22 0.73 0.59 308 06/25/22 0.93 0.68 309
05/26/22 0.73 0.60 309 06/26/22 0.93 0.68 309
05/27/22 0.74 0.60 312 06/27/22 0.94 0.68 308
05/28/22 0.74 0.60 312 06/28/22 0.94 0.69 306
05/29/22 0.74 0.60 312 06/29/22 0.94 0.69 305
05/30/22 0.74 0.61 312 06/30/22 0.99 0.69 311
05/31/22 0.75 0.61 309

CALIFORNIA STATE TREASURER

FIONA MA, CPA
PMIA Daily Effective Yield FY 2021-2022
*Daily yield does not reflect capital gains or losses
JUNE 27, 2023
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY CONTROLLER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

COMPTON TO AUTHORIZE THE CITY MANAGER TO ENTER

INTO A MULTI-YEAR AGREEMENT WITH STRADLING YOCCA

CARLSON & RAUTH, A PROFESSIONAL CORPORATION FOR

ON GOING BOND DISCLOSURE COUNSEL SERVICES, TO
AUTHORIZE A BUDGET AMENDMENT TO THE FY2022-2023

CITY BUDGET, AND TO AUTHORIZE A PURCHASE ORDER
($12,856.49).

SUMMARY
Staff is requesting that the City Council authorize the City Manager to enter into a multi- year agreement with Stradling Yocca Carlson & Rauth, a Professional Corporation for On-going Bond Disclosure Counsel Services in the amount of Thirty-Eight-Thousand Five-Hundred Seventy Dollars ($38,570.00) and to authorize a purchase order in the amount of Twelve-Thousand Eight-Hundred Fifty-Six Dollars and Forty-Nine Cents ($12,856.49). Staff is also requesting that City Council approve a budget amendment in the amount of Twelve-Thousand Eight-Hundred Fifty-Six Dollars and Forty-Nine Cents ($12,856.49).

BACKGROUND
The Federal Securities Act of 1933 requires that investors receive financial and other significant information concerning securities being offered for public sale; and it also prohibits deceit, misrepresentations, and other fraud in the sale of securities. The Federal Securities Exchange Act of 1934 empowers the Securities and Exchange Commission (SEC) with broad authority over all aspects of the securities industry. The Act also identifies and prohibits certain types of conduct in the markets and provides the Commission with disciplinary powers over regulated entities and persons associated with them. The Act also empowers the SEC to require periodic reporting of information by companies with publicly traded securities.

Since the City is an issuer of bonds which are traded on securities exchanges, the City is required to be in compliance with these laws. The City has requirements to periodically report information and also has requirements prohibiting certain types of conduct and making misrepresentations in the market.

14.14.14.14.14.14.14.14.14.14. Staff Report – Resolution Amending 2022-23 FY Budget, Authorizing Contract Execution and P.O. to Stradling Yocca Carlson & Rauth, a Professional Corporation

Page 2 of 7 ends

In addition to remaining in compliance with the 1933 and 1934 Securities Acts, the City is also responsible for complying with contractual obligations for financial disclosures. The City is obligated to comply with disclosure requirements for each of its bond issuance as shown in the attachments. Further, the City is in need of legal representation and legal advice related to its bond disclosures on an on-going basis.

A description of the City’s Bond issuances follows:

1. Compton Public Finance Authority Lease Revenue Bonds (Refunding and Various Projects) Series 2008
On May 1, 2008, the City issued $46,860,000 of Lease Revenue Bonds with an interest rate of 4.00-5.25% and to finance various capital projects amounting to $29,201,947. The City defeased the old bonds by placing a portion of the proceeds of the new bonds in an irrevocable trust to provide for all future debt service payments of the old bonds.

The 2008 Lease Revenue Bonds are secured by the Authority’s pledge of certain base rental payments made by the City to the Authority pursuant to a facility lease, dated May 1, 2008 between the Authority and the City.

On August 1, 2016, the City issued $27,645,000 of Lease Revenue Refunding Bonds, Series 2016 to partially refund and defease a portion of the Series 2008 bonds. A refunding payment of $1,710,000 was made from the escrow fund and $31,785,000 was defeased by placing funds in an irrevocable trust. Accordingly, the trust account’s assets and liabilities for the defeased bonds are not included in the City’s financial statements.

2. Compton Public Finance Authority Lease Revenue Refunding, Series 2016 On August 1, 2016, the City issued $27,645,000 of Lease Revenue Refunding Bonds, Series 2016 to partially refund and defease a portion of the Series 2008 bonds. The balance of the defeased bonds is disclosed in the Series 2008 note above. The remaining balance on the Series 2016 bonds was $24,550,000.

The 2016 Lease Revenue Bonds are secured by the Authority’s pledge of certain base rental payments made by the City to the Authority pursuant to the Facility Lease. The pledge of and charge and lien upon the revenues securing the Series 2008 bonds is equal to pledge of and charge and lien upon the revenues securing the 2016 Lease Revenue Bonds.

3. 1998 Sewer Refunding Bonds
In June 1998, the City issued $8.3 million in Sewer Revenue Refunding Bonds with an average interest rate of 5.20% to advance refund $7.29 million of outstanding Series 1993 Sewer Revenue Bonds. The old bonds were defeased Staff Report – Resolution Amending 2022-23 FY Budget, Authorizing Contract Execution and P.O. to Stradling Yocca Carlson & Rauth, a Professional Corporation

Page 3 of 7 ends

by placing proceeds of the new bonds in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account’s assets and liabilities for the defeased bonds are not included in the City’s financial statements.

The Sewer Refunding bonds are secured by the City’s pledge of certain revenues, which consist of sewer service charges imposed by the City upon its property owners for the use of the sewer system for each year less certain operation and maintenance expenses incurred by the City in connection with the operation of the sewer system.

Interest on the bonds is payable semiannually on March 1 and September 1.

Principal maturity occurs on September 1 of each year starting in 1999 through 2023.

4. Water Revenue Bonds, Series 2009
On May 20, 2009, the City issued $44,040,000 of Water Revenue Bonds with an interest of 3.00-6.00% to finance part of the cost of overhauling the City’s water system.

The 2009 Water Revenue Bonds are secured by the net revenues of the City’s water operations, which consist of charges for the services and facilities furnished by the water system minus certain operation and maintenance expenses incurred by the city in connection with the operation of the water system. The ratio of net revenues to annual debt service during the bond year must equal at least 150%. As of June 30, 2021, the pledged revenues equaled 209% of debt service payments due and payable.

5. Sewer Revenue Bonds, Series 2009
On May 20, 2009, the City issued $18,710,000 of Sewer Revenue Bonds with an interest of 5.63% - 6.00% to finance part of the cost of overhauling the City’s antiquated sewer system.

The 2009 Sewer Revenue Bonds are secured by all of the sewer service charges excluding operation and maintenance expenses payable from the sewer service charges. The ratio of net revenues to annual debt service during the bond year must equal at least 110%.

6. Independent Cities Finance Authority (City of Compton, California) Sales Tax Revenue Bonds Series 2021
On March 23, 2021, the City issued $37,120,000 of Lease Revenue Bonds with an interest rate of 4.00% and to finance various capital projects amounting to $37,782,295.45.

Staff Report – Resolution Amending 2022-23 FY Budget, Authorizing Contract Execution and P.O. to Stradling Yocca Carlson & Rauth, a Professional Corporation

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The Independent Cities Finance Authority (the “Authority”) is a joint powers authority created pursuant to a joint exercise of powers agreement, dated May 5, 1988, as amended, and the joint exercise of powers law of the State of California. The Authority has 7 members and 71 associate members. The Bonds are being issued to finance the design, acquisition, and construction of certain local roadway and street improvement projects (collectively, the “Projects”) in the City, fund a debt service reserve fund for the Bonds and to pay the costs of issuing the Bonds.

The Bonds are payable from the Revenues pledged under the Trust Agreement.

The Revenues consist primarily of Installment Sale Payments (the “Installment Sale Payments”) to be made by the City to the Authority and of certain funds held under the Trust Agreement and investment earnings thereon (collectively with the Installment Sale Payments, the “Revenues”). The Authority will sell the improvements to the City pursuant to an Installment Sale Agreement, dated as of March 1, 2021 (the “Installment Sale Agreement”), by and between the Authority and the City.

Under the Installment Sale Agreement, the Installment Sale Payments are payable from and secured by a first lien on:
all Measure M Receipts (as such term is defined herein), which consist of certain amounts received by the City from a 0.5% retail transactions and use tax that is collected by the County; and
all Measure R Receipts (as such term is defined herein), which consist of certain amounts received by the City from a 0.5% retail transactions and use tax that is collected by the County through June 30, 2039; and all Proposition C Receipts (as such term is defined herein), which consist of certain amounts received by the City from a 0.5% retail transaction and use tax that is collected by the County.

The Measure M Receipts will only be available to pay Installment Sale Payments to the extent such Installment Sale Payments are attributable to a Measure M Project, the Measure R Receipts will only be available to pay Installment Sale Payments to the extent such Installment Sale Payments are attributable to a Measure R Project, and the Proposition C Receipts will only be available to pay Installment Sale Payments to the extent such Installment Sale Payments are attributable to a Proposition C Project, as reflected in a certificate of an Authorized City Representative delivered to the Depository Bank and the Trustee. All of the Projects financed using proceeds of the Bonds constitute a Measure M Project and a Measure R Project.

Staff Report – Resolution Amending 2022-23 FY Budget, Authorizing Contract Execution and P.O. to Stradling Yocca Carlson & Rauth, a Professional Corporation

Page 5 of 7 ends

STATEMENT OF ISSUE
In order to remain in compliance with contractual requirements for bond disclosures (please see bond disclosure requirements attached) and to respond to investor inquiries, the City needs legal representation and advice by a firm with the proper expertise in the municipal securities industry. The firms who provided this service for the City in the past, only provided the service when bonds were issued and were not contracted to provide services on an on-going basis, even though remaining in compliance with disclosure requirements continued to be an obligation of the City on an on-going basis. Therefore, City staff solicited bids to recruit a firm to provide these necessary services.

It shall be of note that Section 4-11.7.d of the Municipal Code states the following in regards to competitive bidding requirements for attorneys:
“Except as otherwise provided in Section 1409 of the City Charter, state, or federal law, the competitive bidding requirements of this section shall not apply in the following circumstances:
d. Any contract for professional services; such as, but not limited to, attorneys, physicians, architects, engineers, consultants, accountant, specialized printers or other individuals or organizations possessing a high degree of professional, unique, specialized or technical skill or expertise.

Selection of professional services providers shall be on the basis of demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required at a fair and reasonable price.”
A request for proposal (RFP) for on-going bond disclosure counsel services was directly emailed to four separate potential candidates, whose names were taken from the Official Statements of past City and Successor Agency Bond issuances.

The RFP yielded only one response. The candidate was Stradling Yocca Carlson & Rauth, a Professional Corporation (Stradling). This candidate had performed excellent bond disclosure counsel services on a past bond issuance with the City for the 2021 MTA Bonds that were issued in March of 2021. This firm also participated in providing excellent legal counsel services for the Successor Agency bond refinancing which occurred in June of 2022.

Therefore, this firm is being recommended to be awarded a contract to provide on-going bond disclosure counsel services for the City for a period of three (3) years.

Once this firm is engaged, the City will have the proper legal representation needed to respond to investor inquiries and to review bond disclosures when they are due. This firm will assist the City in remaining in compliance with contractually obligated bond disclosures and due date requirements. Without these services the City will incur a risk Staff Report – Resolution Amending 2022-23 FY Budget, Authorizing Contract Execution and P.O. to Stradling Yocca Carlson & Rauth, a Professional Corporation

Page 6 of 7 ends

of being out of compliance and could risk financial and also non-financial penalties.

Additionally, this firm will report to the City Attorney, while also working with the City Controller.

Further by having on-going bond disclosure counsel services, this will communicate to stakeholders of the City that the City is committed to the improvement and success of the City’s fiscal health.

FISCAL IMPACT
A budget amendment to the FY2022-2023 City Budget is being requested for the following:

Decrease in Expenditure appropriations:

Account Code Account Name Amount
5000-850-000-4253 Water/Electricity $3,848.35
3031-710-000-4300 Capital Outlay $3,921.93
5116-710-000-4262 Other Professional Services $1,630.96 1001-610-000-4257 Bank fees/charges $ 873.21
1001-610-016-4257 Bank fees/charges $2,460.67
5116-710-000-4262 Professional Services $ 121.37
Total: $12,856.49
Increase in Expenditure appropriations:

Account Code Account Name Amount
5000-650-000-4261 Legal Services $3,848.35
3031-650-000-4261 Legal Services $3,921.93
5116-650-000-4261 Legal Services $1,630.96
1001-650-000-4261 Legal Services $ 873.21
1001-650-016-4261 Legal Services $2,460.67
5116-650-000-4261 Legal Services $ 121.37
Total: $12,856.49
A purchase order for Twelve-Thousand Eight-Hundred Fifty-Six Dollars and Forty-Nine Cents ($12,856.49) to Stradling Yocca Carlson & Rauth, a Professional Corporation is also being requested to be authorized to be issued out of the (and therefore funding shall be available in the) following accounts for the first year of services to be used by the City.

The firm will also be providing services to the Successor Agency of the City of Compton (Successor Agency) and a separate resolution is being requested for approval from the Board of the Successor Agency:

Account Code Account Name Amount
5000-650-000-4261 Legal Services $3,848.35
Staff Report – Resolution Amending 2022-23 FY Budget, Authorizing Contract Execution and P.O. to Stradling Yocca Carlson & Rauth, a Professional Corporation

Page 7 of 7 ends

3031-650-000-4261 Legal Services $3,921.93
5116-650-000-4261 Legal Services $ 121.37
5117-650-000-4261 Legal Services $1,630.96
1001-650-000-4261 Legal Services $ 873.21
1001-650-016-4261 Legal Services $2,460.67
Total: $12,856.49

ALTERNATIVE
The City would risk remaining in a position without legal representation or review of its bond disclosures, and the City or individual employees could incur financial or non- financial penalties or consequences.

RECOMMENDATION
The City Controller recommends that the City Council adopt the attached Resolution.

SHARON RAHBAN NAVIZADEH

CITY CONTROLLER
APPROVED FOR FORWARDING:

THOMAS THOMAS

CITY MANAGER
RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON TO

AUTHORIZE THE CITY MANAGER TO ENTER INTO A MULTI-YEAR

AGREEMENT WITH STRADLING YOCCA CARLSON & RAUTH, A

PROFESSIONAL CORPORATION FOR ON GOING BOND DISCLOSURE

COUNSEL SERVICES, TO AUTHORIZE A BUDGET AMENDMENT TO THE FY2022-2023 CITY BUDGET, AND TO AUTHORIZE A PURCHASE ORDER ($12,856.49).

WHEREAS, the Federal Securities Act of 1933 requires that investors receive financial and other significant information concerning securities being offered for public sale; and it also prohibits deceit, misrepresentations, and other fraud in the sale of securities.

WHEREAS, the Federal Securities Exchange Act of 1934 empowers the Securities and Exchange Commission (SEC) with broad authority over all aspects of the securities industry. The Act also identifies and prohibits certain types of conduct in the markets and provides the Commission with disciplinary powers over regulated entities and persons associated with them. The Act also empowers the SEC to require periodic reporting of information by companies with publicly traded securities.

WHEREAS, since the City is an issuer of bonds which are traded on securities exchanges, the City is required to be in compliance with these laws. The City has requirements to periodically report information and also has requirements prohibiting certain types of conduct and making misrepresentations in the market.

WHEREAS, in addition to remaining in compliance with the 1933 and 1934 Securities Acts, the City is also responsible for complying with contractual obligations for financial disclosures. Further, the City is in need of legal representation and legal advice related to its bond disclosures on an on-going basis.

WHEREAS, Section 4-11.7.d of the Municipal Code states the following in regards to competitive bidding requirements for attorneys:
“Except as otherwise provided in Section 1409 of the City Charter, state, or federal law, the competitive bidding requirements of this section shall not apply in the following circumstances:
d. Any contract for professional services; such as, but not limited to, attorneys, physicians, architects, engineers, consultants, accountant, specialized printers or other individuals or organizations possessing a high degree of professional, unique, specialized or technical skill or expertise. Selection of professional services providers shall be on the basis of demonstrated competence and professional qualifications necessary for the satisfactory performance of the services required at a fair and reasonable price.” WHEREAS, a request for proposal (RFP) for on-going bond disclosure counsel services was directly emailed to four separate potential candidates, whose names were taken from the Official Statements of past City and Successor Agency Bond issuances. The solicitation yielded only one response. The candidate was Stradling Yocca Carlson & Rauth, a Professional Corporation (Stradling). This candidate had performed excellent bond disclosure counsel services on a past bond issuance with the City for the 2021 MTA Bonds that were issued in March of 2021. This firm also participated in providing excellent legal counsel services for the Successor Agency bond refinancing which occurred in June of 2022.

Therefore, this firm is being recommended to be awarded a contract to provide on-going bond disclosure counsel services for the City for a period of three (3) years.

Resolution No. __________

Page 2 ends

2 WHEREAS, the cost for these services is Thirty-Eight-Thousand Five-Hundred Seventy Dollars ($38,570.00) to the City over a three year period, per the proposal from Stradling. A budget amendment to the FY2022-2023 City Budget is being requested for the following:

Decrease in Expenditure appropriations:

Account Code Account Name Amount
5000-650-000-4261 Legal Services $3,848.35
3031-650-000-4261 Legal Services $3,921.93
5116-650-000-4261 Legal Services $1,630.96
1001-650-000-4261 Legal Services $ 873.21
1001-650-016-4261 Legal Services $2,460.67
5116-650-000-4261 Legal Services $ 121.37
Total: $12,856.49
A purchase order for Twelve-Thousand-Eight Hundred Fifty-Six Dollars and Forty-Nine Cents ($12,856.49) is also being requested to be authorized to be issued out of the following accounts for the first year of services to be used by the City. The firm will also be providing services to the Successor Agency of the City of Compton (Successor Agency) and a separate resolution is being requested for approval from the Board of the Successor Agency:

Account Code Account Name Amount
5000-650-000-4261 Legal Services $3,848.35
3031-650-000-4261 Legal Services $3,921.93
5116-650-000-4261 Legal Services $ 121.37
5117-650-000-4261 Legal Services $1,630.96
1001-650-000-4261 Legal Services $ 873.21
1001-650-016-4261 Legal Services $2,460.67
Total: $12,856.49
WHEREAS, it is recommended that the City Council adopt the attached Resolution to approve the agreement, to approve the budget amendment and to authorize the City Manager to open a purchase order to Stradling Yocca Carlson & Rauth, a Professional Corporation for On-going Bond Disclosure Counsel Services.

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 enter into a professional services agreement with Stradling Yocca Carlson & Rauth, a Professional Corporation for On-going Bond Disclosure Counsel Services for three years in the amount not to exceed Thirty-Eight-Thousand Five-Hundred Seventy Dollars ($38,570.00).

Resolution No. __________

Page 3 ends

3 SECTION 2. That the City’s Fiscal Year 2022-2023 Budget is authorized to be amended as follows:

Decrease in Expenditure appropriations:

Account Code Account Name Amount
5000-650-000-4261 Legal Services $3,848.35
3031-650-000-4261 Legal Services $3,921.93
5116-650-000-4261 Legal Services $ 121.37
5117-650-000-4261 Legal Services $1,630.96
1001-650-000-4261 Legal Services $ 873.21
1001-650-016-4261 Legal Services $2,460.67
Total: $12,856.49
SECTION 4. That a purchase order shall be issued to Stradling Yocca Carlson & Rauth, a Professional Corporation for On-going Bond Disclosure Counsel Services from the following Account Number(s) in the amount of Twelve-Thousand Eight-Hundred Fifty-Six Dollars and Forty-Nine Cents ($12,856.49).

Account Code Account Name Amount
5000-650-000-4261 Legal Services $3,848.35
3031-650-000-4261 Legal Services $3,921.93
5116-650-000-4261 Legal Services $ 121.37
5117-650-000-4261 Legal Services $1,630.96
1001-650-000-4261 Legal Services $ 873.21
1001-650-016-4261 Legal Services $2,460.67
Total: $12,856.49
SECTION 5.That funds will be allocated and a purchase order generated for the services provided under Stradling Yocca Carlson & Rauth, a Professional Corporation Agreement from future approved City budgets.

SECTION 6. That a copy of this Resolution shall be filed in the offices of the City Clerk, City Attorney, City Manager, and City Controller.

Resolution No. __________

Page 4 ends

4 SECTION 7.That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this ____________ day of _____________, 2023.
________________________________

MAYOR OF THE CITY OF COMPTON
ATTEST:
________________________________

CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

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

AYES: COUNCILMEMBERS -
NOES: COUNCILMEMBERS -
ABSTAIN: COUNCILMEMBERS -
ABSENT: COUNCILMEMBERS -
____________________________________

CITY CLERK OF THE CITY OF COMPTON

LIMITED OFFERING MEMORANDUM

OFFERED ONLY TO QUALIFIED INSTITUTIONAL BUYERS

NEW ISSUE

BOOK-ENTRY ONLY

NO RATING

In the opinion of Bond Counsel, subject to the limitations and conditions described herein, interest on the Bonds (defined below) allocable to a holder thereof is exempt from present State of California personal income taxes, is excludable from gross inco me for federal income tax purposes, and is not an item of tax pr eference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the altern ative minimum tax imposed on certain corporations. The opinion contains greater detail, and is subject to exceptions, as noted in “TAX MATTERS” herein. $27,645,000

COMPTON PUBLIC FINANCE AUTHORITY
Lease Revenue Refunding Bonds
Series 2016
Dated: Date of Delivery Due: September 1, as shown on inside cover The Compton Public Finance Authority Lease Revenue Refunding Bonds, Series 2016 (the “Series 2016 Bonds”) are being issued to (i) to pay, redeem, advance refund and defease portions of each maturity of the Compton Public Finance Aut hority Lease Revenue Bonds (Refunding and Various Capital Projects) Series 2008 Bonds (the “Prior Bonds” or the “Series 2008 Bonds”) and (ii) pay certain costs associated with the issuance of t he Series 2016 Bonds. See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS.”
Interest on the Bonds will be payable from their date of issuance on March 1 and September 1 of each year, commencing March 1, 2017.

The Series 2016 Bonds will be initially delivered in book -entry form, in authorized denominations of $100,000 and integral multiples of $5,000 in excess thereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Princi pal of, redemption premium, if any, and interest on the Series 2016 Bonds will be paid by US Bank National Association, as trustee (the “Trustee”), to DTC. DTC is obligated to remit such principal and interest to its DTC Participants for disbursement to the beneficial owners of the Series 2016 Bonds. See APPENDIX F - “DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Bonds are subject to optional, extraordinary and mandatory redemption as described herein.

The Series 2016 Bonds are being issued pursuant to a Supplemental Trust Agreement, dated as of August 1, 2016, by and between the Compton Public Finance Authority (the “Authority”) and the Trustee and acknowledged by the City supplementing the Trust Agreement dated as o f May 1, 2008 between the Authority and the City.

The Series 2016 Bonds are limited obligations of the Authority payable on a parity with the Prior Bonds and any Additional Bonds issued under the Trust Agreement solely from certain revenues of the Authority, consisting primarily of Base Rental Payments (as defined herein) to be made by the City to the Authority pursuant to an Amended and Restated Facility Lease, dated as of August 1, 2016 (the “Facility Lease”), between the Authority and the City. Pursuant to the Facility Lease, the City will lease the Facilities (defined herein) from the Authority. The City has covenanted in the Facility Lease to take such action as may be necessary to include Base Rental Payments in its annual budgets and to make the necessary annual appropriations therefor. The City agrees in the Facility Lease to make all Base Rental Payments, subject to a batement in the event of damage to or destruction or condemnation of all or a portion of the Facilities which results in subs tantial interference with the City’s use and occupancy of the Facilities, except as otherwise described herein.

THE SERIES 2016 BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM REVENUES AND ARE NOT

SECURED BY A LEGAL OR EQUITABLE PLEDGE OF, OR CHARGE OR LIEN UPON, ANY PROPERTY OF THE AUTHORITY OR THE CITY OR ANY OF THEIR INCOME OR RECEIPTS, EXCEPT THE REVENUES (AS DE SCRIBED HEREIN). NEITHER THE FULL FAITH NOR THE CREDIT OF THE AUTHORITY OR THE CITY IS PLEDGED FOR THE PAYMENT OF THE INTEREST ON OR PRINCIPAL OF THE SERIES 2016 BONDS. NEITHER THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2016 BONDS NOR THE OB LIGATION TO MAKE BASE RENTAL PAYMENTS

UNDER THE FACILITY LEASE CONSTITUTES A DEBT, LIABILITY OR OBLIGATION OF THE AUTHORITY OR THE CITY FOR WHICH EITHER

ENTITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH EITHER ENTITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION THE AUTHORITY HAS NO TAXING POWER. THE SERIES 2016 BONDS MAY NOT BE TRANSFERRED OR EXCHANGED EXCEPT AS PROVIDED HEREIN TO QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED HEREIN.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK RE FERENCE ONLY AND IS NOT A SUMMARY OF THE TRANSACTION. INVESTORS MUST READ THE ENTIRE LIMITED OFFERING MEMORANDUM TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

THE SERIES 2016 BONDS ARE SUBJECT TO A SIGNIFICANT DEGREE OF RISK. THE SERIES 2016 BONDS ARE SUITABLE FOR

INVESTMENT CONSIDERATION ONLY FOR THOSE PERSONS WHO ARE SOPHISTICATED AND EXPERIENCED IN THE FIELD OF LEASE REVENUE BONDS. NO RATING FOR THE SERIES 2016 BONDS HAS BEEN APPLIED FOR. SEE “THE BONDS - SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS,” “RISK FACTORS,” AND “CITY FISCAL CRISIS UPDATE” HEREIN.

THE SERIES 2016 BONDS WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE SERIES 2016 BONDS ARE BEING OFFERED ONLY TO QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUBSEQUENT TRANSFERS OF THE SERIES 2016 BONDS WILL BE LIMITED TO QUALIFIED INSTITUTIONAL BUYERS. SEE “RISK FACTORS – RESTRICTED PURCHASERS OF SERIES 2016 BONDS” HEREIN.

The Series 2016 Bonds are offered when, as and if executed and delivered by the City and received by the Purchaser, subject t o the approval as to their legality by Butler Snow LLP Atlanta, Georgia, Bond Counsel to the City. Certain other legal matters will be passed upon for the City by the City Attorney, and by the City’s Disclosure Counsel, Butler Snow LLP, Atlanta, Georgia and for the underwrite r by its counsel Ballard Spahr LLP, Philadelphia, Pennsyl vania. Comer Capital Group, LLC, Jackson, Mississippi, is serving as Financial Advisor for the City. It is expected that the Series 2016 Bonds will be available through the facilities of DTC in New York, New York for delivery on or about August 10, 2016.

Dated August 4, 2016

3 General Description of the Series 2016Bonds
The Series 2016 Bonds will be delivered in fully registered form , without coupons. The Series 2016 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, securities depository of the Bonds. Purchase of the Series 2016 Bonds will be made in book -entry form only. A purchaser of the Series 2016 Bonds (the “Purchaser”) will not receive a certificate representing its ownership interest in the Bonds. See “BOOK-ENTRY ONLY SYSTEM” herein. The principal of and interest on the Series 2016 Bonds will be paid in accordance with the schedule set forth on the inside cover of this Limited Offering Memorandum by the Trustee to DTC, which will in turn remit such principal and interest to the Purchaser. The Bonds will be issued on parity with the Series 2008 Bonds.

The Series 2016 Bonds are subject to redemption prior to maturity as set forth herein. See “THE SERIES 2016 BONDS” herein for more information.

Restrictions of Purchasers of Series 2016 Bonds
THE SERIES 2016 BOND S ARE BEING OFFERED AND SOLD ONLY TO “QU ALIFIED INSTITUTIONAL BUYERS ,” AS DEFINED IN RUL E 144A UNDER THE SEC URITIES ACT OF 1933, AS AMENDED (THE “SECURI TIES ACT”). SEE “RIS K FACTORS – RESTRICTED PURCHASER S OF SERIES 2016 BONDS” AND APPENDIX G – “FORM OF INVESTOR LETTER.” Reserve Fund
Pursuant to the Trust Agreement, a reserve fund (the “Reserve Fund”) is established for the benefit of the Bondholders in an amount equal to the Reserve Fund Requirement (as defined herein). Amounts on depo sit in the Reserve Fund are available to pay debt service on all Outstanding Bonds, including any Additional Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS - Reserve Fund.” Tax Exemption
In the opinion of Bond Counsel, subject to the limitations and conditions described herein, interest on the Series 2016 Bonds is exempt from present State of California personal income taxes, In the opinion of Bond Counsel, subject to the limitations and conditions described herein, interest on the Se ries 2016 Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; provided, however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. The opinion of Bond Counsel contains greater detail, and is subject to exceptions, as noted in “TAX MATTERS” herein. See APPENDIX D: FORM OF OPINION OF BOND COUNSEL.” Certain Risk Factors
For a discussion of certain risk factors associated with investment in the Series 2016 Bonds, see “CERTAIN RISK FACTORS” as well as other factors discussed throughout this Offering Mem orandum.

Continuing Disclosure
The City has covenanted in various Continuing Disclosure Agreements to file notices of certain events (each, a “Listed Event”) with the Municipal Securities Rulemaking Board (the “MSRB”) through its Electronic Municipal Market Access (“EMMA”) system or as otherwise directed by the MSRB or the Securities and Exchange Commission (the “SEC”).

During the period 2012 to 2015, the City has failed to timely file certain annual reports, notices of failure to file annual reports, and notices of rating changes required to be filed pursuant to continuing disclosure agreements entered into by the City and the respective dissemination agents thereunder pursuant to Rule 15c2 -12(b)(5) (the “Rule”) of the SEC within the past five years. The C ity has now adopted Post Issuance Compliance Procedures and is undertaking a process to implement those procedures in a manner that the City expects will support the timely filing of required annual reports and other filings required pursuant to a continui ng disclosure agreement.

OFFERED ONLY TO QUALIFIED INSTITUTIONAL BUYERS
NEW ISSUE - BOOK-ENTRY ONLY INSURED RATING S&P: “AA”
UNDERLYING RATING: NOT RATED
See “CONCLUDING INFORMATION—Rating” herein
In the opinion of Co-Bond Counsel, under existing laws, regulations, rulings, and judicial decisions and assuming the accuracy of certain representations and continuous compliance with certain covenants described herein, interest on the Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Bonds, and such interest is excludable from federal alternative minimum taxable income as defined in Section 55(b)(2) of the Code. Co-Bond Counsel is further of the opinion that, under existing law, interest on the Bonds is exempt from State of California personal income tax. For a more complete description, see “TAX MATTERS” herein. $37,120,000

INDEPENDENT CITIES FINANCE AUTHORITY
(CITY OF COMPTON, CALIFORNIA)
SALES TAX REVENUE BONDS, SERIES 2021
Dated: Date of Delivery Due: June 1 as shown on the inside front cover page The Independent Cities Finance Authority (City of Compton, California) Sales Tax Revenue Bonds, Series 2021 (the “Bonds”), are being issued
to (i) finance the design, acquisition, and construction of certain local roadway and street improvement projects (each a “Project” and collectively, the “Projects”) in the City of Compton (the “City”), (ii) fund a debt service reserve fund for the Bonds and (iii) pay the costs incurred in connection with the issuance of the Bonds.

The Bonds are payable from the Revenues, as defined herein, pledged under the Trust Agreement, as defined herein, consisting primarily of installment payments (the “Installment Sale Payments”) to be made by the City to the Independent Cities Finance Authority (the “Authority”) from Measure M Receipts, Measure R Receipts and Proposition C Receipts (collectively, the “Tax Revenues”), as defined herein, pursuant to an Installment Sale Agreement, as defined herein, and from certain funds held under the Trust Agreement. The City is required under the Installment Sale Agreement to make Installment Sale Payments in each fiscal year in an amount sufficient to pay the annual principal and interest due with respect to the Bonds, as described herein. See “SOURCES OF PAYMENT FOR THE BONDS” and “RISK FACTORS” herein. The Tax Revenues are the only source of payment of the Installment Sale Payments, and the City has covenanted to use the net proceeds of the Bonds to fund only Projects that constitute a Measure M Project, Measure R Project or Proposition C Project, as applicable, as described herein. Neither the general fund of the City nor any other moneys of the City are available to pay or secure the Installment Sale Payments or the Bonds.

Interest on the Bonds is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2021, until maturity or earlier redemption. See “THE BONDS - General Provisions” and “THE BONDS - Redemption” herein.

Bond Insurance. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a municipal bond insurance policy to be issued concurrently with the delivery of the Bonds by Assured Guaranty Municipal Corp. (the “Insurer”). See “BOND INSURANCE” herein.

THE BONDS ARE PAYABLE EXCLUSIVELY FROM THE REVENUES AND OTHER FUNDS AS IS PROVIDED IN THE TRUST AGREEMENT. THE GENERAL FUND OF THE AUTHORITY IS NOT LIABLE, AND THE CREDIT OF THE AUTHORITY IS NOT PLEDGED, FOR THE PAYMENT OF THE INTEREST AND PREMIUM (IF ANY) ON OR PRINCIPAL OF THE BONDS. THE PRINCIPAL

OF AND INTEREST ON THE BONDS, AND ANY PREMIUM UPON THE REDEMPTION OF ANY THEREOF, SHALL NOT BE A LEGAL

OR EQUITABLE PLEDGE, CHARGE, LIEN OR ENCUMBRANCE UPON ANY PROPERTY OF THE AUTHORITY OR UPON ANY OF ITS

INCOME, RECEIPTS OR REVENUES EXCEPT THE REVENUES AND OTHER FUNDS PLEDGED TO THE PAYMENT THEREOF AS PROVIDED IN THE TRUST AGREEMENT. THE AUTHORITY HAS NO TAXING POWER.

THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT SALE PAYMENTS DOES NOT CONSTITUTE AN OBLIGATION OF THE

CITY FOR WHICH THE CITY IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. NEITHER THE BONDS NOR THE OBLIGATION OF THE CITY TO MAKE INSTALLMENT

SALE PAYMENTS CONSTITUTES AN INDEBTEDNESS OF THE CITY, THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS OTHER THAN THE AUTHORITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY AND IS NOT A SUMMARY OF THE TRANSACTION. INVESTORS MUST READ THE ENTIRE LIMITED OFFERING MEMORANDUM TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

THE BONDS WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THE BONDS ARE BEING OFFERED ONLY TO QUALIFIED INSTITUTIONAL BUYERS.

The Bonds are being offered when, as and if issued, subject to the approval as to their legality by Butler Snow LLP, Atlanta, Georgia, and Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, California, as Co-Bond Counsel. Certain legal matters will also be passed on for the City and the Authority by Butler Snow LLP, Atlanta, Georgia, and Stradling Yocca Carlson & Rauth, A Professional Corporation, as Co-Disclosure Counsel, and by the City Attorney. Certain legal matters will be passed on for the Authority by Best Best & Krieger LLP, Riverside, California. Certain legal matters will be passed on for the Underwriter by its counsel, Nixon Peabody LLP, Los Angeles, California. It is anticipated that the Bonds will be available for delivery through the book-entry facilities of The Depository Trust Company on or about March 25, 2021 (see “APPENDIX E - THE BOOK-ENTRY SYSTEM” herein).

The date of the Limited Offering Memorandum: March 11, 2021

63 The Municipal Advisor
Willdan Financial Services, Temecula California, has served as municipal advisor (the “Municipal Advisor”) to the Authority in connection with the Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Limited Offering Memorandum.

The Municipal Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities.

Continuing Disclosure
The Authority has determined that no financial or operating data concerning the Authority is material to any decision to purchase, hold or sell the Bonds and the Authority will not provide any such information.

The City will covenant for the benefit of the Owners and beneficial owners of the Bonds to provide certain financial information and operating data relating to the City and to provide notices of the occurrence of certain enumerated events.

Pursuant to a Continuing Disclosure Agreement, dated as of March 1, 2021 (the “Continuing Disclosure Agreement”), by and between the City and Willdan Financial Services, as dissemination agent, the City has covenanted for the benefit of the holders and beneficial owners of the Bonds to provide certain financial information and operating data relating to the City (the “Annual Report”) no later than March 31 of each year, commencing March 31, 2022, and to provide notices of the occurrence of certain enumerated events.

Notwithstanding the foregoing, the City will file its fiscal year 2019-20 audited financial statements on the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (“EMMA”) website as soon as it is available. The Annual Report and the notices of enumerated events will be filed by the City or its dissemination agent on EMMA. The specific nature of the information to be contained in the Annual Report and the notice of material events is set forth in “APPENDIX C – FORM OF CONTINUING DISCLOSURE AGREEMENT” herein.

Prior Undertakings. During the past five years, the City has failed to timely file certain annual reports, notices of failure to file annual reports, and notices of rating changes required to be filed pursuant to several continuing disclosure agreements entered into by the City (the “Undertakings”).

The Undertakings require the City to file annually its audited financial statements and operating data (the “Annual Reports”), and certain listed material events. The Undertakings allow for the filing of unaudited financial reports, followed by the filing of audited financials, if the audited financial report is not available on the date of the filing deadline. As discussed under “CITY OF COMPTON—City Financial Statements and Internal Controls,” the City has not produced audited financial statements for Fiscal Years 2014-15 through 2016-17 and has no plans to produce audited financial statements for those years. As a result, the City filed only unaudited financial statements for Fiscal Years 2014-15, 2015-16 and 2016-17, on February 29, 2016, December 26, 2019 and December 26, 2019, respectively. Audited financial statements for Fiscal Years 2017-18 and 2018-19 were filed late on EMMA on January 9, 2020 and January 28, 2021, respectively. The City did not file any operating data as required by the respective Undertakings for its 16 (b) The City will prepare and file with the Trustee annually within six months after the close of each Fiscal Year or, if not then available, as soon thereafter as possible, audited financial statements of the City for the preceding Fiscal Year.

Section 5.08 Protection of Security and Rights of the Authority and the Trustee; Insurer. The City will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2021 Installment Sale Payments hereunder and will warrant and defend such rights against all claims and demands of all persons. The City further agrees to comply with the provisions of the Indenture applicable to it, including any provisions for the benefit of the Insurer.

Section 5.09 Further Assurances . The City will adopt, deliver, execute, and make any and all further assurances, instruments, and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority of the rights and benefits provided to it herein.

Section 5.10 Continuing Disclosure . The City hereby covenants and agrees that it will enter into and comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this 2021 Installment Sale Agreement, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default hereunder; however, the Trustee shall, at the written request of any Participating Underwriter (as defined in the Continuing Disclosure Agreement) or the Owner of at least 25% aggregate principal amount in Outstanding Bonds, or any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section.

For purposes of this Section, “Beneficial Owner” means any person which has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries).

ARTICLE VI

EVENTS OF DEFAULT AND REMEDIES
Section 6.01 Events of Default and Acceleration of Principal . If one or more of the following “Events of Default” shall happen, that is to say -- (1) if default shall be made in the due and punctual payment of any 2021 Installment Sale Payment when and as the same shall become due and payable; (2) if default shall be made by the City in the performance of any of the agreements or covenants contained herein required to be performed by it, and such default shall have continued for a period of 30 days after the City shall have been given notice in writing of such default by the Authority or the Trustee; (3) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the

NEW ISSUE—FULL BOOK-ENTRY RATING: Standard & Poor’s: “A” (See “Ratings” herein.)
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the City, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2009 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Series 2009 Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, nor is it included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2009 Bonds. See “TAX MATTERS” within. $18,710,000

CITY OF COMPTON, CALIFORNIA
(Los Angeles County, California)
Sewer Revenue Bonds, Series 2009
Dated: Date of Delivery Due: September 1, as shown on inside front cover This cover page contains certain information for reference only. It is not a summary of this issue.

Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.

The City of Compton Sewer Revenue Bonds, Series 2009 (the “Series 2009 Bonds”) are being issued to provide funds to: (i) pay for certain capital costs of the City’s Sewer System, (ii) provide for the deposit to the Reserve Fund for the Series 2009 Bonds, (iii) pay the costs of issuing the Series 2009 Bonds, and (iv) pay interest on the Series 2009 Bonds through March 1, 2011, as more fully described herein.

The Series 2009 Bonds will be payable as to interest on March 1 and September 1 of each year, commencing March 1, 2010. The Series 2009 Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2009 Bonds. Purchasers will not receive certificates representing their interests in the Series 2009 Bonds. Payments of principal of and interest on the Series 2009 Bonds will be made by U.S. Bank National Association, Seattle, Washington, as Trustee, to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the Series 2009 Bonds. See APPENDIX G - “BOOK-ENTRY SYSTEM” herein.

The Series 2009 Bonds are subject to redemption prior to maturity as described herein. See “THE BONDS — Redemption” herein.

Principal of, redemption premium, if any, and interest on the Series 2009 Bonds are secured by and payable from a lien on and pledge of Pledged Revenues, primarily consisting of charges, income and receipts derived by the City from the ownership and operation of the City’s wastewater collection and delivery system, after deducting maintenance and operation costs of the Sewer System. See “PLAN OF FINANCE” herein. The City may in the future issue additional bonds and other indebtedness secured by and payable on a parity with the Series 2009 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

THE SERIES 2009 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE

MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND THE CITY

IS NOT OBLIGATED TO LEVY ANY AD VALOREM TAXES THEREFOR OR TO USE ANY OTHER FUNDS OF THE

CITY OTHER THAN PLEDGED REVENUES TO PAY THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2009 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF

THE CITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2009 BONDS.

The Series 2009 Bonds will be offered when, as and if issued by the City and received by the Underwriter, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel. Certain matters will be passed upon for the City by the City Attorney of the City of Compton and by Orrick, Herrington & Sutcliffe LLP, as Disclosure Counsel. The Series 2009 Bonds, in book-entry form, will be available for delivery through The Depository Trust Company in New York, New York on or about June 4, 2009.

Grigsby & Associates, Inc.

Dated: May 20, 2009.

21 Various legal actions are pending against the C ity. The aggregate amount of the uninsured liabilities of the City which may result from all legal claims currently pending against it will not, in the opinion of the City, materially affect the finances of the Sewer System.

FINANCIAL ADVISOR
The City has retained Fieldman, Rolapp & Associat es, Irvine, California as financial advisor (the “Financial Advisor”) to the City in connection with the issuance of the Bonds. The Financial Advisor is an independent advisory firm and is not engaged in the business of unde rwriting, trading or distributing municipal securities or negotiable instruments.

APPROVAL OF LEGAL PROCEEDINGS
All legal matters incident to the authorizati on, issuance and sale of the Series 2009 Bonds are subject to the approval of Orrick, Herrington & Su tcliffe LLP, San Francisco, California, Bond Counsel to the City. The form of approving opinion of Bond Counsel is included as Appendix E to this Official Statement and the approving opinion will be deliv ered with the Series 2009 Bonds. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Certain legal matters will be passed upon for the City by the City Attorney and by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Disclosure Counsel. All of the fees of Bond Counsel and Disclosure Counsel with regard to the delivery of the Se ries 2009 Bonds are contingent upon the issuance and delivery of the Series 2009 Bonds.

FINANCIAL STATEMENTS
The City’s financial statements for the fiscal y ear ending June 30, 2008, included in Appendix C hereto, have been audited by Macias, Gini & O’Connell LLP certified public accountants, as stated in their report appearing in Appendix C hereto. See APPENDIX C: “EXCERPTS FROM THE AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE YEAR ENDED JUNE 30, 2008.” The audited financial statements attached hereto, including the foot notes thereto, should be reviewed in their entirety.

Macias, Gini & O’Connell LLP has not consented to the inclusion of its report as Appendix C and has not undertaken to update its report or to take any action in tended or likely to elicit information concerning the accuracy, completeness or fairness of the statements ma de in this Official Statement, and no opinion is expressed by Macias, Gini & O’Connell LLP with respect to any event subsequent to its report dated April 20, 2009.

CONTINUING DISCLOSURE
The City has covenanted for the benefit of the holders and beneficial ow ners of the Series 2009 Bonds to provide certain financial information and operating data rela ting to the Sewer System by not later than nine months following the end of the C ity’s Fiscal Year (presently June 30) (the “Annual Report”), commencing with the report for Fiscal Year 2008-09, and to provide notices of the occurrence of certain enumerated events, if material. The Annua l Report will be filed by the City with the Municipal Securities Rulemaking Board or any other entity desi gnated or authorized by the SEC. Notices of material events will be filed by the City with th e Municipal Securities Rulemaking Board. The specific nature of the information to be contained in the An nual Report and the notices of material events is set forth in APPENDIX F: “PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT” hereto.

These covenants have been made in order to assist th e Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5).

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APPENDIX F

PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Discl osure Agreement”) is executed and delivered by the CITY OF COMPTON, California (the “City”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and as dissemination agent (t he “Dissemination Agent”) in connection with the execution and delivery of the City’s Sewer Revenu e Bonds, Series 2009 (the “Bonds”). The Bonds are being executed and delivered pursuant to a Master Trus t Agreement dated as of July 1, 1993 (the “Master Trust Agreement”) by and between the City and Trust ee, as successor trustee, as previously amended and supplemented, and as amended and s upplemented by a Third Supplemental Trust Agreement, dated as of June 1, 2009 (the “Third Supplemental Trust Agreement”, and together with the Master Trust Agreement, as previously supplemented, the “Tru st Agreement”), between the City and the Trustee. The City, the Trustee and the Dissemination Agent covenant and agree as follows:

SECTION 1. Purpose of the Disclosure Agreement . This Disclosure Agreement is being executed and delivered by the City , the Trustee and the Disseminati on Agent for the benefit of the Owners and Beneficial Owners of th e Bonds and in order to assist th e Participating Underwriters in complying with Securities and Exchange Commission (“S.E.C.”) Rule 15c2-12(b)(5).

SECTION 2. Definitions . In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosur e Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person which h as or shares the power, directly or indirectly, to make investment decisions c oncerning the ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). “Disclosure Representative” shall mean the City Manager of the City, or such other officer or employee as the City shall designate in writing to the Trustee from time to time. “Dissemination Agent” shall mean the Trustee, or any successor Dissemination Agent which may be designated in writing by the City and which has filed with the Trustee a written acceptance of such designation.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. “Participating Underwriter” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Repository” shall mean the Municipal Secu rities Rulemaking Board or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “State” shall mean the State of California.

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SECTION 3. Provision of Annual Reports .
(a) The City shall, or shall cause the Disseminati on Agent to, not later than nine months after the end of the City’s Fiscal Year (presently June 30), commencing with the report for the 2008-09 Fiscal Year, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as is prescribed by the Repository, and may cross-reference other information as provided in Section 4 of this Disclos ure Agreement; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the City’s fiscal year changes, it shall give notice of su ch change in the same ma nner as for a Listed Event under Section 5.
(b) Not later than five (5) Business Days prior to such date, the City shall provide the Annual Report to the Dissemination Agent and the Trustee (if the Trustee is not the Dissemination Agent); provided, however, that the City may distribute th e Annual Report itself after providing written notice to the Trustee and the Dissemination Agent. If by su ch date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent sha ll notify the City of such failure to receive the Annual Report. The City shall provide a written cer tification with each Annual Report furnished to the Dissemination Agent and the Trustee to the effect th at such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent and the Trustee may conclusively rely upon such certification of the City and shall have no duty or obligation to review such Annual Report. (c) If the Dissemination Agent is unable to ve rify that an Annual Report has been provided by the date required in subsection (a), the Dissemin ation Agent shall send a notice to the Repository, in substantially the form attached as Exhibit A.
(d) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (ii) to the extent the City has provided the Annual Report to the Dissemination Agent, file a report with the City and (if the Di ssemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been prov ided pursuant to this Disclosure Agreement, stating the date it was provided.

SECTION 4. Content of Annual Reports . The City’s Annual Report shall contain or include by reference the following:

1. The City’s Comprehensive Annual Financia l Report, including the audited financial statements for the prior Fiscal Year, which audited fi nancial statements shall be prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Boar d. If the City’s audited financial statements are not available by the time the Annual Report is require d to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financ ial statements in a format similar to the financial statements contained in the final Official Statement, and the aud ited financial statements shall be filed in the same manner as the Annual Report when they become available.

2. Any or all of the items listed above ma y be included by specific reference to other documents, including the City’s Comp rehensive Annual Financial Report, official statements of debt

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issues of the City or related public entities, which ha ve been filed with the Repository. If the document included by reference is a final official statement, it must be available from the Repository. The City shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events .
(a) Pursuant to the provisions of this Section 5, the City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material:

1. principal and interest payment delinquencies;

2. non-payment related defaults;

3. modifications to rights of Bondholders;

4. optional, contingent or unscheduled bond calls;

5. defeasances;

6. rating changes;

7. adverse tax opinions or events adversely affecting the tax-exempt status of the Bonds;

8. unscheduled draws on the debt service reserves reflecting financial difficulties;

9. unscheduled draws on credit enhancements reflecting financial difficulties;

10. substitution of credit or liquidity providers or their failure to perform;

11. release, substitution or sale of property securing repayment of the Bonds. (b) The Trustee shall, promptly upon obtaining actual knowledge of the occurrence of any of the Listed Events (with no obligation to determin e the materiality thereof), contact the Disclosure Representative, inform such person of the event, and re quest that the City promptly notify the Trustee in writing whether or not to report the event pursuant to subsection (f); provided that, failure by the Trustee to so notify the Disclosure Representative and make such request shall not relieve the City of its duty to report Listed Events as required by this Section 5. For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the corporate trus t office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Trust Agreement. Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) Whenever the City obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the City shall within five (5) Business Days determine if such event would be material under applicable federal securities laws. (d) If the City has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal s ecurities laws, the City shall promp tly notify the Dissemination Agent in writing. Such notice shall instruct the Disse mination Agent to report the occurrence pursuant to subsection (f).

F-4
(e) If in response to a request under subsection (b), the City determines that the Listed Event would not be material under applicable federal securi ties laws, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence. (f) If the Dissemination Agent has b een instructed by the City to report the occurrence of a Listed Event, the Trustee shall promptly file a notice of such occurrence each National Repository or with the Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlie r than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Trust Agreement. (g) The Trustee may conclusively rely on an opinion of counsel that the City’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.

SECTION 6. Termination of Reporting Obligation . Each party’s obligations under this Disclosure Agreement shall terminate (a) upon the lega l defeasance, prior redemption or payment in full of all of the Bonds or (b) if, in the opinion of nationa lly recognized bond counsel, the City ceases to be an “obligated person” (within the meaning of the Rule) with respect to the Bonds or the Bonds otherwise cease to be subject to the requirements of the Rule. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such te rmination in the same manner as for a Listed Event under Section 5(c).

SECTION 7. Dissemination Agent . The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its ob ligations under this Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days written notice to the City. The Dissemination Agent shall not be responsible in any manner for the c ontent of any notice or report prepared by the City pursuant to this Disclosure Agreement. If at any ti me there is not any other designated Dissemination Agent, the Trustee shall be the Di ssemination Agent. The initial Dissemination Agent shall be U.S. Bank National Association
SECTION 8. Amendment; Waiver . Notwithstanding any other provision of this Disclosure Agreement, the City, the Trustee and the Dissemina tion Agent may amend this Disclosure Agreement, (and the Trustee and the Dissemination Agent shall ag ree to any amendment so requested by the City, provided such amendment does not impose any greater duti es, nor risk of liability, on the Trustee or the Dissemination Agent, as the case may be), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in ci rcumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into acc ount such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is a pproved by the Owners of the Bonds in the same manner as provided in the Trust Agreement for amendmen ts to the Trust Agreement with the consent of Owners, or (ii) does not, in the opinion of nationa lly recognized bond counsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds.

F-5
In the event of any amendment or waiver of a pr ovision of this Disclosure Agreement, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiv er and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment re lates to the accounting principles to be followed in preparing financial statements, (i) notice of such cha nge shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if f easible, in quantitative form) between the financial statements as prepared on the basis of the new acc ounting principles and those pr epared on the basis of the former accounting principles.

SECTION 9. Additional Information . Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other info rmation, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Ev ent, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that wh ich is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. Electronic Filing . Submission of Annual Reports and notices of Listed Events to DisclosureUSA.org or another “Central Post Offi ce” designated and accepted by the S.E.C. shall constitute compliance with the requirement of f iling such reports and notices with each National Repository and any State Repository hereunder.

SECTION 11. Default . In the event of a failure of the City, the Trustee or the Dissemination Agent to comply with any provision of this Disclosur e Agreement, any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City, the Trus tee or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A de fault under this Disclosure Agreement shall not be deemed an Event of Default under the Trust Agreem ent, and the sole remedy under this Disclosure Agreement in the event of any failure of the City, th e Trustee or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 12. Duties, Immunities and Liabiliti es of Trustee and Dissemination Agent . Article VIII of the Trust Agreement is hereby made applicable to this Disclosur e Agreement as if this Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement. The Dissemination Agent shall be entitled to the protections and limitations fro m liability afforded to the Trustee thereunder. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City, to the extent permitted by law, agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in th e exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Disseminati on Agent’s or the Trustee’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as am ended from time to time and all expenses, legal fees and advances made or incurred by the Dissemin ation Agent in the performance of its duties hereunder. Any company succeeding to all or substa ntially all of the Dissemination Agent’s corporate trust business shall be the successor to the Dissemina tion Agent hereunder without the execution or filing of any paper or any further act. The obligations of th e City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

F-6
SECTION 13. Notices . Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows:

To the City: City of Compton
205 South Willowbrook Avenue
Compton, CA 90220
Attention: City Manager and City Attorney

To the Trustee U.S. Bank National Association
and Dissemination 1420 5 th Avenue, 7th Floor
Agent: Seattle, WA 98101
Attention: Corporate Trust Services

Any person may, by written notice to the other pers ons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

F-7
SECTION 14. Beneficiaries . This Disclosure Agreement shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Un derwriters and Owners and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity.

Date: _____________, 2009

CITY OF COMPTON

By
City Manager

U.S. BANK NATIONAL ASSOCIATION, as Trustee
and Dissemination Agent

By
Authorized Officer

F-8

EXHIBIT A

FORM OF NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT

Name of Obligated City Manager
Person: City of Compton, California
Name of Issue: City of Compton, California
Sewer Revenue Bonds, Series 2009
Date of Issuance: _________, 2009

NOTICE IS HEREBY GIVEN that the City of Compton, California, has not provided an Annual Report with respect to the above-named Bonds as requir ed by Section 3 hereof. The City anticipates that the Annual Report will be filed by _____________.

Dated:_______________

U.S. BANK NATIONAL ASSOCIATION

By
Title

CITY OF COMPTON, CALIFORNIA
(Los Angeles County, California)
Water Revenue Bonds, Series 2009
Dated: Date of Delivery Due: August 1, as shown on the inside front cover This cover page contains certain information for reference only. It is not a summary of this issue.

Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision.

The City of Compton, California Water Revenue Bonds, Series 2009 (the “Series 2009 Bonds”) are being issued to provide funds to: (i) pay for certain capital costs of the City’s Water System, (ii) provide for the deposit to the Parity Reserve Fund for the Series 2009 Bonds, (iii) pay the costs of issuing the Series 2009 Bonds, and (iv) pay interest on the Series 2009 Bonds through February 1, 2011, as more fully described herein.

The Series 2009 Bonds will be payable as to interest on February 1 and August 1 of each year, commencing February 1, 2010. The Series 2009 Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Series 2009 Bonds. Purchasers will not receive certificates representing their interests in the Series 2009 Bonds. Payments of principal of and interest on the Series 2009 Bonds will be made by U.S. Bank National Association, Seattle, Washington, as Trustee, to DTC for subsequent disbursement to DTC Participants who will remit such payments to the beneficial owners of the Series 2009 Bonds. See APPENDIX G - “BOOK-ENTRY SYSTEM” herein.

The Series 2009 Bonds are subject to redemption prior to maturity as described herein. See “THE BONDS — Redemption” herein.

Principal of, redemption premium, if any, and interest on the Series 2009 Bonds are secured by a pledge of Net Revenues, primarily consisting of charges, income and receipts derived by the City from the ownership and operation of the Water System, after deducting maintenance and operation costs of the Water System. See “PLAN OF FINANCE” herein. The City may in the future issue additional bonds and other indebtedness secured by and payable on a parity with the Series 2009 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

THE SERIES 2009 BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE

MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION, AND THE

CITY IS NOT OBLIGATED TO LEVY ANY AD VALOREM TAXES THEREFOR OR TO USE ANY OTHER FUNDS

OF THE CITY OTHER THAN NET REVENUES TO PAY THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE SERIES 2009 BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING

POWER OF THE CITY IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2009 BONDS.

Grigsby & Associates, Inc.

Dated: May 20, 2009.

20 Macias, Gini & O’Connell LLP has not consented to the inclusion of its report as Appendix C and has not undertaken to update its report or to take any action in tended or likely to elicit information concerning the accuracy, completeness or fairness of the statements ma de in this Official Statement, and no opinion is expressed by Macias, Gini & O’Connell LLP with respect to any event subsequent to its report dated April 20, 2009.

These covenants have been made in order to assist th e Underwriter in complying with S.E.C. Rule 15c2- 12(b)(5).

In the past, the City has failed to timely file certain annual reports, notices of failure to file annual reports and notices of rating changes required to be filed by continuing disclosure agreements executed by the City. The City has corrected such failures and is now current with regard to such undertakings. The City expects to timely make all future filings as re quired under its continuing disclosure undertakings and has put a process in place to assure such compliance.

RATINGS
Standard & Poor’s, a division of the McGr aw-Hill Companies (“S&P”), has assigned its municipal bond rating of “A” to the Series 2009 Bonds. Certain information was supplied by the City to S&P to be considered in evaluating the Series 2009 Bonds. The rating expresses only the view of the rating agency and is not a recommendation to buy, se ll or hold the Series 2009 Bonds. An explanation of the significance of the rating may be obtained from Standard & Poor’s, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New York, New Yo rk 10041. There is no assurance that such rating will continue for any given period of time or that it will not be reduced or withdrawn entirely by the rating agency, if in its judgment, circumstances so warrant. The City and the Trustee undertake no responsibility to oppose any such revision or withdraw al. Any such downward revision or withdrawal may have an adverse effect on the market price of the Series 2009 Bonds.

UNDERWRITING
The Series 2009 Bonds are being purchased pursuant to a purchase contract between the City and Grigsby & Associates, Inc. (the “Underwriter”). The Underwriter has agreed to purchase the Series 2009 Bonds at a price of $42,560,778.60 (which price is equal to the principal amount of the Series 2009 Bonds ($44,040,000.00), less an original issue discount of $1,038,821.40, less an underwriter’s discount of $440,400.00). The purchase contract provides that the Underwriter will purchase all of the Series 2009 Bonds if any are purchased. The obligation of the Underwriter to make such purchase is subject to certain terms and conditions set forth in the purchase contract.

The Underwriter may offer and sell the Series 2009 B onds to certain dealers and others at prices or yields below those stated on the inside cover page of this Official Statement. The initial offering prices or yields may be changed from time to time by the Underwriter.

F-1

APPENDIX F

PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Discl osure Agreement”) is executed and delivered by the CITY OF COMPTON, California (the “City”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”) and as dissemination agent (t he “Dissemination Agent”) in connection with the execution and delivery of the City’s Water Revenue Bonds, Series 2009 (the “Bonds”). The Bonds are being executed and delivered pursuant to a Water Re venue Bond Indenture (the “Master Indenture”), as supplemented by a First Supplemental Water Reve nue Bond Indenture (the “First Supplemental Indenture” and, together with the Master Indenture, the “Indenture”), each dated as of June 1, 2009, by and between the City and the Trustee. The City, th e Trustee and the Dissemination Agent covenant and agree as follows:

SECTION 2. Definitions . In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agre ement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person which h as or shares the power, directly or indirectly, to make investment decisions c oncerning the ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). “Disclosure Representative” shall mean the City Manager of the City, or such other officer or employee as the City shall designate in writing to the Trustee from time to time. “Dissemination Agent” shall mean the Trustee, or any successor Dissemination Agent which may be designated in writing by the City and which has filed with the Trustee a written acceptance of such designation.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. “Participating Underwriter” shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Repository” shall mean the Municipal Secu rities Rulemaking Board or any other entity designated or authorized by the SEC to receive reports pursuant to the Rule. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. “State” shall mean the State of California.

SECTION 4. Content of Annual Reports . The City’s Annual Report shall contain or include by reference the following:

2. Any or all of the items listed above ma y be included by specific reference to other documents, including the City’s Comp rehensive Annual Financial Report, official statements of debt

1. principal and interest payment delinquencies;

2. non-payment related defaults;

3. modifications to rights of Bondholders;

4. optional, contingent or unscheduled bond calls;

5. defeasances;

6. rating changes;

7. adverse tax opinions or events adversely affecting the tax-exempt status of the Bonds;

8. unscheduled draws on the debt service reserves reflecting financial difficulties;

9. unscheduled draws on credit enhancements reflecting financial difficulties;

10. substitution of credit or liquidity providers or their failure to perform;

11. release, substitution or sale of property securing repayment of the Bonds. (b) The Trustee shall, promptly upon obtaining actual knowledge of the occurrence of any of the Listed Events (with no obligation to determin e the materiality thereof), contact the Disclosure Representative, inform such person of the event, and re quest that the City promptly notify the Trustee in writing whether or not to report the event pursuant to subsection (f); provided that, failure by the Trustee to so notify the Disclosure Representative and make such request shall not relieve the City of its duty to report Listed Events as required by this Section 5. For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the corporate trus t office of the Trustee by an officer of the Trustee with responsibility for matters related to the ad ministration of the Indenture. Whenever the City obtains knowledge of the occurrence of a Listed Ev ent, the City shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) Whenever the City obtains knowledge of the occurrence of a Listed Event, whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the City shall within five (5) Business Days determine if such event would be material under applicable federal securities laws. (d) If the City has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal s ecurities laws, the City shall promp tly notify the Dissemination Agent in writing. Such notice shall instruct the Disse mination Agent to report the occurrence pursuant to subsection (f).

F-4
(e) If in response to a request under subsection (b), the City determines that the Listed Event would not be material under applicable federal securi ties laws, the City shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence. (f) If the Dissemination Agent has b een instructed by the City to report the occurrence of a Listed Event, the Trustee shall promptly file a notice of such occurrence each National Repository or with the Repository. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlie r than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture. (g) The Trustee may conclusively rely on an opinion of counsel that the City’s instructions to the Dissemination Agent under this Section 5 comply with the requirements of the Rule.

SECTION 7. Dissemination Agent . The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its ob ligations under this Disclosure Agreement, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days written notice to the City. The Dissemination Agent shall not be responsible in any manner for the c ontent of any notice or report prepared by the City pursuant to this Disclosure Agreement. If at any ti me there is not any other designated Dissemination Agent, the Trustee shall be the Di ssemination Agent. The initial Dissemination Agent shall be U.S. Bank National Association
SECTION 8. Amendment; Waiver . Notwithstanding any other provision of this Disclosure Agreement, the City, the Trustee and the Dissemina tion Agent may amend this Disclosure Agreement, (and the Trustee and the Dissemination Agent shall ag ree to any amendment so requested by the City, provided such amendment does not impose any greater duti es, nor risk of liability, on the Trustee or the Dissemination Agent, as the case may be), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in ci rcumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted;
(b) The undertaking, as amended or taking into acc ount such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is a pproved by the Owners of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Owners, or (ii) does not, in the opinion of nationally recognized bond co unsel, materially impair the interests of the Owners or Beneficial Owners of the Bonds.

SECTION 11. Default . In the event of a failure of the City, the Trustee or the Dissemination Agent to comply with any provision of this Disclosur e Agreement, any Owner or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City, the Trus tee or the Dissemination Agent to comply with its obligations under this Disclosure Agreement. A de fault under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the City, the Trustee or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 12. Duties, Immunities and Liabiliti es of Trustee and Dissemination Agent . Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this Disclosure Agreement were (solely for this pur pose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and limitations from liab ility afforded to the Trustee thereunder. The Dissemination Agent and the Trustee shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City, to the extent permitted by law, agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in th e exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Disseminati on Agent’s or the Trustee’s negligence or willful misconduct. The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as am ended from time to time and all expenses, legal fees and advances made or incurred by the Dissemin ation Agent in the performance of its duties hereunder. Any company succeeding to all or substa ntially all of the Dissemination Agent’s corporate trust business shall be the successor to the Dissemina tion Agent hereunder without the execution or filing of any paper or any further act. The obligations of th e City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.

F-6
SECTION 13. Notices . Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows:

To the City: City of Compton
205 South Willowbrook Avenue
Compton, CA 90220
Attention: City Manager and City Attorney

To the Trustee U.S. Bank National Association
and Dissemination 1420 5 th Avenue, 7th Floor
Agent: Seattle, WA 98101
Attention: Corporate Trust Services

Any person may, by written notice to the other pers ons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.

Date: _____________, 2009

CITY OF COMPTON

By
City Manager

U.S. BANK NATIONAL ASSOCIATION, as Trustee
and Dissemination Agent

By
Authorized Officer

F-8

EXHIBIT A

FORM OF NOTICE TO REPOSITORY OF FAILURE TO FILE ANNUAL REPORT

Name of Obligated City Manager
Person: City of Compton, California
Name of Issue: City of Compton, California
Water Revenue Bonds, Series 2009
Date of Issuance: _________, 2009

Dated:_______________

U.S. BANK NATIONAL ASSOCIATION

By
Title

Vanessa S. Legbandt
949 725 4073
[email protected]
Stradling Yocca Carlson & Rauth
A Professional Corporation
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
949-500-0855
stradlinglaw.com
4885-8841-1730v3/000000-1226
March 15, 2023
Sharon Rahban Navizadeh, City Controller
City of Compton
205 S. Willowbrook Avenue
Compton, CA 90220
Dear Ms. Navizadeh:

Thank you for the opportunity to represent the City of Compton (the “City” or “Compton”) as on-call disclosure counsel in connection with Compton’s various bond financings. Unless otherwise confirmed in writing, the terms of this letter and the enclosed Terms of Retention (together, the “Agreement”) will govern our representation of the City.

I am attaching our normal Terms of Retention, which is an integral part of our retention Agreement. If this letter, including the attached Terms of Retention, accurately reflects your understanding of our relationship, please acknowledge your approval and acceptance of these terms by signing and returning this letter to me. I would be pleased to answer any questions you might have.

Very truly yours,

STRADLING YOCCA CARLSON & RAUTH
Vanessa S. Legbandt
Enclosure
The undersigned hereby agrees that the terms and conditions in this letter and the accompanying Terms of Retention shall apply to services rendered by Stradling Yocca Carlson & Rauth, a Professional Corporation.

CITY OF COMPTON
By:

Thomas Thomas, City Manager

1 4885-8841-1730v3/000000-1226

TERMS OF RETENTION
OF

STRADLING YOCCA CARLSON & RAUTH

1.Fees and Costs. Stradling Yocca Carlson & Rauth (the “Firm”) is compensated for its services based primarily on the value of the services and the time spent performing them. Such compensation may include the time spent on client conferences, travel, research, drafting documents, and other activities. The amount of fees charged on a statement is determined by the hours expended by the different attorneys and other professional personnel involved and the applicable rates. A schedule of the hourly rates applicable to attorneys expected to work on Compton matters is attached as Exhibit A. The hourly rates provided in Exhibit A are the discounted rates the Firm charges for public agencies on financing matters. Such rates may change from time-to-time but no increases in excess of 3% per annum shall be implemented without the written consent of the City Manager or City Controller. The scope of work for our special counsel services with respect to the Financings is provided in Exhibit B.

The Firm agrees that the fees for On-Call Disclosure Counsel legal services under this Agreement and the Successor Agency Agreement (defined below) shall not exceed $21,000 per year (adjusted consistent with adjustments to our hourly rates, as described in the preceding paragraph) $12,856.49 of which is initially estimated to represent the City’s share; provided that the Firm shall have no obligation to continue providing legal services to the City once the maximum amount stated above is reached, without the prior written agreement of the City Manager or City Controller increasing the maximum fee permitted under this Agreement.

The Firm also charges for various costs such as copying, telephone charges, computerized legal research, word processing and/or other computer time, overtime costs, messenger services, travel, filing fees and other costs. Bills for some costs are passed on directly, such as bills for certified shorthand reporters, technical consultants, and other professional fees.

Concurrently with this Agreement, we are entering into a legal services agreement with the Successor Agency to the Community Redevelopment Agency of the City of Compton for on-call disclosure counsel services (the “Successor Agency Agreement”) which in many respects will overlap with the services provided pursuant to this Agreement. The City and Successor Agency may determine how to allocate our fees and expenses for such services between the City and Successor Agency; however, any fees earned and expenses incurred by the Firm under this Agreement that are not paid by the Successor Agency shall be promptly paid by the City.

Fees for Bond Counsel or Disclosure Counsel legal services in connection with a particular bond financing or other financing shall be set forth in a supplement to this Agreement or separate agreement between the parties.

2.Termination by the Firm. The Firm reserves the right to withdraw from representing you if, among other things, you fail to honor the terms of our agreement, you fail to cooperate fully or follow our advice on a material matter, or any fact or circumstance occurs that would, in our view, render our continuing representation unlawful or unethical. If we elect to withdraw, you will take all steps necessary to free us of any obligation to perform further services, including the execution of any documents necessary to complete our withdrawal, and we will be entitled to be paid at the time of withdrawal for all services rendered and costs and expenses paid or Terms of Retention
March 15, 2023

Page 2 ends

2 4885-8841-1730v3/000000-1226
incurred on your behalf. If necessary in connection with litigation, we would request leave of court to withdraw.

3.Termination by Compton. We understand that we serve at the pleasure of the City and this Terms of Retention may be terminated by the City at any time, upon 10 days written notification, with or without cause. In the event that our services are terminated prior to completion of the financing, we will be entitled to be paid at the time of such termination for all services rendered and costs and expenses paid or incurred on your behalf.

4.Date of Termination. Our representation of you will be considered terminated at the earlier of (i) your termination of our representation, (ii) our withdrawal from our representation of you, (iii) the substantial completion of our substantive work for you, or (iv) three (3) years from the date we are engaged by you under this Agreement, unless extended with the written approval of the City Manager or City Controller.

5.Related Activities. If any claim or action is brought against us or any personnel or agents of the Firm based on your negligence or misconduct, or if we are asked to testify as a result of our representation of you or must defend the confidentiality of your communications in any proceeding, you agree to pay us for any resulting fees, costs, or damages, including our time, even if our representation of you has ended.

6.No Guarantee of Outcome. The Firm will provide its services consistent with the level and quality of expertise expected of a nationally recognized firm specializing in securities law and the transactions contemplated by this Agreement. We do not and cannot guarantee any outcome in a matter.

7.Insurance. We hereby advise you that this Firm maintains professional errors and omissions insurance coverage applicable to the services to be rendered to you. Evidence of such insurance will be provided upon request.

8.Client. This Firm’s client for the purpose of our representation is only the City.

Unless expressly agreed, the Firm is not undertaking the representation of any other related or affiliated person or entity, nor any parent, brother-sister, subsidiary, or affiliated corporation or entity, nor any of your or their officers, directors, agents, or employees.

9.Client File and Retention. For each matter the Firm maintains a file in which the Firm places certain documents and items, including original documents, that are reasonably necessary to the Firm’s representation in the matter. The Firm currently keeps each file for seven years after a matter concludes. The file belongs to the client and, subject to any protective order or non-disclosure agreement, the client may request to take possession of it once the matter concludes.

Should all or any portion of the file become the subject of a subpoena, discovery request or other disclosure obligation (“Legal Process”) while in the Firm’s possession, including after the matter concludes, you agree to pay the Firm’s then-prevailing hourly rates and costs that the Firm incurs in connection with the Legal Process.

10.Payment Notwithstanding Dispute. In the event of any dispute that relates to our entitlement to any payment from you, all undisputed amounts shall be paid by you. Any amounts in Terms of Retention
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any client trust account held on your behalf, sufficient to pay the disputed amounts, shall continue to be held in such trust account until the final disposition of the dispute.

11.Arbitration. We appreciate the opportunity to serve as your attorneys and anticipate a productive and harmonious relationship. If you should feel for any reason that there is a problem with the services we have performed or with our charges, we encourage you to bring that to our attention immediately. If we perceive a problem with your representation, we likewise will endeavor to discuss it with you. Most problems should be rectified by communication and discussion.

However, a dispute might arise between us which could not be resolved by negotiation. We believe that such attorney-client disputes are most satisfactorily resolved through final and binding arbitration rather than by litigation. Both the United States Supreme Court and the California Supreme Court have endorsed arbitration as an accepted and favored method of resolving disputes, because it is economical and expeditious.

In arbitration, there is no right to a trial by jury and the arbitrator’s legal and factual determinations are generally not subject to appellate review. Arbitration rules of evidence and procedure are often less formal and less rigid than the rules which apply in Court. Arbitration usually results in a decision much more quickly than proceedings in Court, and the attorneys’ fees and other costs incurred by both sides may be substantially less. You are free to discuss the advisability of arbitration with us, or with your own independent counsel or any of your other advisors, and to ask any questions which you may have.

By signing this Terms of Retention, we agree that, in the event of any dispute or claim arising out of or relating to our engagement, our relationship, our charges, or our services (including but not limited to disputes or claims regarding our charges, professional malpractice, errors or omissions, breach of contract, breach of fiduciary duty, fraud, or violation of any statute), SUCH DISPUTE OR

CLAIM SHALL BE RESOLVED BY SUBMISSION TO FINAL AND BINDING ARBITRATION IN SAN BERNARDINO COUNTY, CALIFORNIA, BEFORE A RETIRED JUDGE OR JUSTICE.

BY AGREEING TO ARBITRATE, YOU WAIVE ANY RIGHT YOU HAVE TO A COURT OR JURY TRIAL. Venue with regard to any ancillary proceedings arising out of such dispute or claim shall also be in San Bernardino County. If we are unable to mutually agree on a retired judge or justice, then each side will name one retired judge or justice and the two named persons will select a neutral judge or justice who will act as the sole arbitrator. The fees of the arbitrator will be paid initially equally by both the Firm and you. However, the arbitrator shall have the right to order either party to pay all fees and costs as part of his award.

In arbitration, we shall both be entitled to conduct discovery in accordance with the provisions of the California Code of Civil Procedure, but either of us may request that the arbitrator limit the amount or scope of such discovery and, in determining whether to do so, the arbitrator shall balance the need for the discovery against the parties’ mutual desire to resolve disputes expeditiously and inexpensively.

Under California law, you have the right, if you desire, to request arbitration of any fee dispute before an arbitrator or panel of arbitrators selected by a local bar association or the State Bar (“Bar Arbitration”) and a trial de novo in court if dissatisfied with the result. If you do request a Bar Arbitration, the law provides that evidence of any claim of malpractice or professional misconduct is admissible only concerning the fees or costs in dispute and that the Bar Arbitrators shall not award any affirmative relief in the form of damages, offset or otherwise on account of such claim. By Terms of Retention
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signing this Terms of Retention, you agree that if a Bar Arbitration is conducted, that Bar Arbitration or any trial de novo in Court thereafter shall determine only the issue of the amount of fees properly chargeable to you, if any, and that such Bar Arbitration or trial de novo in Court thereafter shall have no effect on the provisions set forth above which require arbitration before a retired judge or justice of any claims for affirmative relief based on alleged professional malpractice, errors or omissions, breach of conduct, breach of fiduciary duty, fraud or violation of any statute. Any such claims shall be solely determined in an arbitration proceeding by a retired judge or justice without regard to the result of any Bar Arbitration or trial de novo thereafter.

12.Primary Attorney. The primary attorney with responsibility for our representation of Compton will be Vanessa S. Legbandt. The parties agree that the Firm is being retained based on the unique skill, experience, and expertise of Ms. Legbandt and no change will be made in the primary attorney without the prior, written consent of the City.

13.Other Clients. As a law firm with many diverse clients and practice areas, we seek to retain the ability to accept unrelated matters for all of our clients. We may thus request your informed written consent in the event we seek to represent any other client in any future matter that is not substantially related to this matter and does not involve material confidential information we obtained while representing you in this matter. Such matters could arise during our representation of you in this matter. You may determine to consent or not consent to such request and should feel free to consult general counsel before deciding whether to grant any consent should it be requested.

The Firm represents various investment banks and underwriters from time-to-time on transactions for public agencies other than Compton. The Firm will not represent any investment bank or underwriter (or any other party to the transaction) in connection with any financing or other matter with respect to which we represent Compton.

The Firm represents various public agencies, including the County of Los Angeles and various public agencies in Los Angeles County, as bond and/or disclosure counsel and on other matters from time to time.

14.Electronic Communication and Storage Technology. The Firm uses cell phones, email, wireless networks, cloud-based platforms, and other technology to communicate with others and to transmit or store documents and information. Such technology helps the Firm provide efficient and convenient legal services, but may pose confidentiality and security risks. By signing this Agreement, you consent to the Firm’s use of all such technology in connection with this engagement.

15.Processing Client Personal Information. In connection with our engagement, you may be required to disclose to the Firm, or the Firm may obtain on your behalf, personal information relating to individuals that the Firm does not otherwise collect for the Firm’s own commercial or business purposes (“Client Personal Information”). For example, materials that you provide to the Firm for purposes of due diligence may contain Client Personal Information relating to third parties.

You hereby acknowledge, agree and require that the Firm only collect, retain, use, disclose, or otherwise process Client Personal Information as your “service provider” or “data processor,” as defined in the California Consumer Privacy Act of 2018 or other data privacy laws, as applicable (collectively, “Data Privacy Laws”), or pursuant to any exception that may apply under Data Privacy Laws regarding the attorney-client relationship. The Firm will not sell Client Personal Information.

Terms of Retention
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The Firm will not collect, retain, use, disclose or otherwise process Client Personal Information for any purpose other than for the purpose of performing services to you pursuant to this engagement letter, unless applicable law requires us to do otherwise. The Firm will not collect, retain, use, disclose, or otherwise process Client Personal Information outside of the Firm’s direct relationship with you, unless applicable law requires the Firm to do otherwise. The Firm certifies that the Firm understands these restrictions and will comply with them. These restrictions are not intended to reduce or replace our obligations under applicable rules of professional conduct, including but not limited to the Firm’s obligation of confidentiality.

16.Publicity. You consent to the Firm’s use of your name and logo (if applicable) on our web site and in our marketing materials.

17.Client Communication. You hereby designate Sharon Rahban Navizadeh, City Controller, to act on your behalf for this matter, and you authorize us to communicate with, and receive directions from, that person and any other person that you may designate in the future.

18.Authority to Sign. The person signing this letter on behalf of the City represents that he or she has the full right and authority to do so, and to fully commit and bind the City to this engagement letter.

19.Miscellaneous. This Agreement sets forth the entire agreement between you and the Firm, and there is no other or additional understanding between you and the Firm on these subjects.

This Agreement supersedes any prior agreements or representations, written or oral, between you and the Firm on these subjects. Any modification or amendment to this Agreement must be in a writing signed by you and the Firm. This agreement shall be governed by California law without reference to its conflict of law principles. If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be deemed modified or removed so that it is valid and enforceable to the fullest extent of the law, and the other provisions of this Agreement shall be unimpaired.

EXHIBIT A
A-1
4885-8841-1730v3/000000-1226
2023 “B” GROUP DISCOUNTED RATES
DEPARTMENT “B” SHAREHOLDERS 2023 “B” RATE
PUBLIC VANESSA S. LEGBANDT

AND OTHER SHAREHOLDERS
$600.00
DEPARTMENT “B” ASSOCIATES 2023 “B” RATE
PUBLIC SENIOR ASSOCIATES $375.00
ALL “B” GROUP PARALEGALS ARE AT $175.00/HOUR
AND
ALL “B” GROUP LAW CLERKS ARE AT $150/HOUR

EXHIBIT B
B-1
4885-8841-1730v3/000000-1226

SCOPE OF SERVICES
On-Call Disclosure Counsel
The Firm’s engagement as On-Call Disclosure Counsel to the City is expected to include the following legal services:

1. Review of Continuing Disclosure Annual Reports prepared by the City or a third party consultant (not the Firm) to confirm compliance with the applicable continuing disclosure certificate or agreement (each, a “Continuing Disclosure Agreement”) entered into by the City or a related entity (such as the Successor Agency) and applicable federal securities laws;

2. File such continuing disclosure annual reports as required by such Continuing Disclosure Agreements or confirm such filing has occurred on or before the applicable deadline, if filed by the City or a third party,

3. Assist the City in preparing and filing notices of the occurrence of the events listed in the Continuing Disclosure Agreements (provided that the Firm is not in a position to determine whether such events have occurred; this is the obligation of the City with the assistance of the City’s municipal advisor);

4. Provide periodic trainings to City staff and officials regarding the City’s obligations under its Continuing Disclosure Agreements and federal securities laws (likely one training per year for staff and one for the City Council; additional trainings should be provided for new or returning officials and staff as appropriate as well), and

5. Provide advice to the City as requested from time to time relating to the City’s obligations under its Continuing Disclosure Agreements and federal securities laws, including advice with respect to investor inquiries.

The Firm’s services under this Agreement shall not include Bond Counsel or Disclosure Counsel services with respect to a particular new bond offering or other financing unless provided for in a supplement to this Agreement or by separate agreement between the parties.

Compton City CouncilJune 27, 2023

Compton City Council
June 27, 2023