Compton City Council
December 12, 2023

Members of the public may address the City Council on any item shown on the agenda or matter of the Council’s authority after completion of “Request to Address the Council Form” available in the lobby of the Council Chambers or in the City Clerk’s office. This form must be completed 15 minutes prior to the scheduled meeting time. Pursuant to Section 54957.5 of the California Government Code, Any writings (Except for those writings which are exempt from disclosure) which are
distributed to all or a majority of the members of the City Council are available for public inspection in the lobby of the City Council Chambers and in the office of the City Clerk during regular business hours.

COMPTON CITY COUNCIL
AGENDA
12/12/2023
5:30 PM

CITY COUNCIL CHAMBERS
205 SOUTH WILLOWBROOK AVE
COMPTON, CA 90220

HEARING(S)
5:35 PM PUBLIC HEARING - CONTINUED FROM 12/05/23 - FOR THE SALE BY THE CITY, THE PROPERTY 1434 W. COMPTON BLVD. TO LANDSPIRE GROUP, LLC (Cecil Flournoy)

OPENING

MOMENT OF SILENCE

PLEDGE OF ALLEGIANCE

ROLL CALL

PUBLIC COMMENTS ON AGENDA ITEMS AND NON-AGENDA MATTERS
-2- City Council Agenda
12/12/2023 5:30 PM

CONSENT AGENDA
Consent items are routine and expected to be non-controversial. They will be acted upon by the Council at one time without discussion unless a Council Member requests an item be removed or discussed..

REGULAR AGENDA

CITY MANAGER'S REPORT

1. LEGISLATION UPDATES/POWER POINT PRESENTATION
(Townsend Public Affairs, Inc.)

2. ORAL REPORT/PRESENTATION
Fire Station Updates - (Chief Ronerick Simpson)

NEW BUSINESS

3. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON (ACTING

IN ITS CAPACITY AS THE CITY AND AS SUCCESSOR TO THE HOUSING

ASSETS OF THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE

CITY OF COMPTON) MAKING CERTAIN FINDINGS, AUTHORIZING THE CITY

MANAGER TO EXECUTE AND DELIVER A HOUSING AGREEMENT (DENSITY BONUS AGREEMENT) BY AND BETWEEN THE CITY AND 1434 W. COMPTON

BOULEVARD LP AND A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY AND 1434 W. COMPTON BOULEVARD LP FOR THE CONVEYANCE OF PROPERTY BY THE CITY LOCATED AT 1434 W. COMPTON

BOULEVARD IN THE CITY AND THE DEVELOPMENT OF AN AFFORDABLE

HOUSING PROJECT THEREON, FINDING THAT THE PROJECT IS EXEMPT

FROM ENVIRONMENTAL REVIEW UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT, AND TAKING RELATED ACTIONS

4. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING SUBMITTAL OF INDIVIDUAL GRANT APPLICATIONS FOR ALL

GRANT PROGRAMS FOR WHICH THE CITY OF COMPTON IS ELIGIBLE

5. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

APPROVING AN AMENDMENT TO THE POSITION CLASSIFICATION PLAN BY

ADOPTING AMENDED CLASSIFICATION SPECIFICATIONS FOR HUMAN

RESOURCES SPECIALIST

6. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A TWELVE (12) MONTH

LEASE AGREEMENT WITH THE SECRET PLACE CHURCH FOR THE LEASE OF CITY-OWNED PROPERTY LOCATED AT 700 NORTH BULLIS ROAD

7. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A 3-YEAR

SUBSCRIPTION AGREEMENT WITH THOMSON REUTERS FOR WESTLAW'S ONLINE LEGAL RESEARCH DATABASE ($17,280)
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12/12/2023 5:30 PM

8. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A THREE (3) YEAR

PROFESSIONAL SERVICES AGREEMENT WITH AND ESTABLISH A

PURCHASE ORDER TO WILLDAN FINANCIAL SERVICES FOR THE ANNUAL

ADMINISTRATION OF THE LANDSCAPE AND LIGHTING DISTRICT

ASSESSMENTS AND SEWER SERVICE CHARGES IN AN AMOUNT NOT TO

EXCEED NINETY-SEVEN THOUSAND EIGHT-HUNDRED DOLLARS
($97,800.00).

9. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO ESTABLISH A PURCHASE ORDER

FOR THE STATE WATER RESOURCES CONTROL BOARD FOR THE ANNUAL

STORM WATER PERMIT FEES IN AN AMOUNT NOT TO EXCEED THIRTY-FIVE THOUSAND THREE HUNDRED THIRTY-THREE DOLLARS ($35,333.00)

COUNCIL COMMENTS

ADJOURNMENT
NEXT REGULAR MEETING: 12/19/2023 5:30 PM
Visit our website at http://www.comptoncity.org
View Meetings Live at
http://www.comptoncity.org/officials/clerk/agendas/video.asp -1-
December 12, 2023
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY MANAGER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON (ACTING IN ITS CAPACITY AS THE CITY AND AS SUCCESSOR TO THE HOUSING

ASSETS OF THE FORMER COMMUNITY REDEVELOPMENT AGENCY OF THE

CITY OF COMPTON) MAKING CERTAIN FINDINGS, AUTHORIZING THE CITY

MANAGER TO EXECUTE AND DELIVER A HOUSING AGREEMENT (DENSITY BONUS AGREEMENT) BY AND BETWEEN THE CITY AND 1434 W. COMPTON

BOULEVARD LP AND A DISPOSITION AND DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY AND 1434 W. COMPTON BOULEVARD LP FOR THE CONVEYANCE OF PROPERTY BY THE CITY LOCATED AT 1434 W. COMPTON

BOULEVARD IN THE CITY AND THE DEVELOPMENT OF AN AFFORDABLE

HOUSING PROJECT THEREON, FINDING THAT THE PROJECT IS EXEMPT FROM

ENVIRONMENTAL REVIEW UNDER THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT, AND TAKING RELATED ACTIONS

SUMMARY
Staff respectfully requests the City Council to (i) hold a public hearing and (ii) adopt a Resolution approving the City Manager’s execution and delivery of a Housing Agreement (Density Bonus) and Disposition and Development Agreement with 1434 W. Compton Boulevard LP for the conveyance of property by the City located at 1434 W. Compton Boulevard and the development of an affordable housing project thereon, finding that the project is exempt from environmental review under the California Environmental Quality Act, and taking related actions (the “Resolution”).

BACKGROUND
The property subject to the Housing Agreement (Density Bonus) and the Disposition and Development Agreement is an approximately 1.47-acre vacant parcel located at 1434 W. Compton Boulevard in the City which is currently improved as a surface parking lot (the “Property”). 1434 W. Compton Boulevard, LP (the “Developer”) is acquiring the Property for the purpose of developing an affordable housing project consisting of 75 rental housing units and related improvements, including a market-rate manager’s unit and 74 units restricted for rent to extremely low- and low-income households (including 37 units for supportive housing) at affordable rents for not less than 55 years (the “Project”).

The Property is entitled for 74 affordable units and one manager’s unit; the entitlements for the Project were administratively approved by the City in July 2021 due to the Project being restricted as 100% affordable. The Developer requested a development standard concession and density bonus pursuant to the Density Bonus Law (Government Code Sections 65915-65918) to increase the number of dwelling units to 75 in lieu of the 34 units per acre density otherwise permitted by

3.3.3.3.3.3.3. -2-
the current zoning (Limited Commercial with a mixed-use land use designation). The density bonus requires the Developer to enter into the Housing Agreement (Density Bonus). Such Agreement will not be subordinated to any of the debt or other restrictions placed on the Property.

The Developer also requested that the Compton Housing Authority provide up to 74 PBV’s (project based vouchers). The Developer’s funding sources include a construction loan, permanent loan (approximately $6,100,000), 9% Tax Credit equity (approximately $21,998,800), Housing for a Healthy California (HHC) Program Loan, which has already been awarded to the Project by the California Department of Housing and Community Development (HCD) ($6,700,000), National Housing Trust Fund (NHTF) loan ($12,750,000).

The former Community Redevelopment Agency of the City of Compton (the “Former Agency”) acquired the Property in 2010 with Housing Tax Allocation Bonds for $1.4 Million, and following the dissolution of the Former Agency in 2012, the Property was conveyed to the City as the housing successor to the former Agency (the “Housing Successor”). Tax Allocation Bonds preclude the City from earning a profit on the bond funding which was obtain for the purpose of acquiring land to develop affordable housing.

STATEMENT OF THE ISSUE
The City and the Developer desire to enter into the Housing Agreement (Density Bonus) and the Disposition and Development Agreement. By adopting the attached Resolution, the Council will approve the City Manager’s execution and delivery of the Disposition and Development Agreement in substantially the form attached to the Resolution as Exhibit “A” and the Housing Agreement (Density Bonus) in substantially in the form attached to the Resolution as Exhibit “B”, make certain findings, and find that the Project is exempt from the California Environmental Quality Act.

California Health and Safety Code Section 33433 requires that the City, in its capacity as the Housing Successor, make available for public inspection a report which contains a copy of the Disposition and Development Agreement as well as a summary of certain aspects regarding the conveyance of the Property to the Developer (the “Summary Report”). The Summary Report and a copy of the Disposition and Development Agreement, with attachments, have been made available for public inspection in the manner required by Section 33433. The Summary Report is attached as Exhibit “C” to the Resolution.

Health and Safety Code Section 33433 also requires the conveyance of the Property to the Developer to be approved by the City Council by resolution after a public hearing, and that the resolution contain certain findings. The Resolution contains findings that conveyance of the Property to the Developer and the development of the Project by the Developer will provide affordable housing and that the Property will be conveyed to the Developer for not less than its fair reuse value at the use and with the covenants and conditions and development costs authorized by the Disposition and Development Agreement. Notice of the public hearing was published once a week for two successive weeks prior to the date of the public hearing (November 28, 2023) in the manner required by Section 33433.
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The Resolution also contains a finding that the Project is exempt from CEQA because the proposed housing development will meet the requirements of Government Code Section 37364, staff has also recommended that the City Council declare the Property to be exempt surplus land pursuant to Government Code Sections 54221(b) and 542321(f)(1)(A).

FISCAL IMPACT
The former Agency purchased the Property in 2010 with proceeds of bonds issued by the Agency.

The former Agency (and now the Housing Successor) pays interest on the Tax Allocation bonds (the bonds bear interest at the rate of approximately 1.5% per year). After the Former Agency was dissolved, the Property was conveyed to the City, as Housing Successor, at no cost. The City has incurred ordinary legal and consulting fees and maintenance expenses in connection with the Property. Pursuant to the Disposition and Development Agreement, the City, acting as the Housing Successor to the former Compton Redevelopment Agency, will be responsible for the cost of a standard owner’s title policy and any documentary transfer taxes and one-half of the escrow fees in connection with the conveyance of the Property to the Developer. Pursuant to the Disposition and Development Agreement and the Tax Allocation Bonds regulations, the City will convey the Property to the Developer for $0.00.

RECOMMENDATION
Staff requests the City Council (i) hold a public hearing and (ii) adopt the attached Resolution.

CECIL FLOURNOY, DIRECTOR

COMMUNITY DEVELOPMENT DEPARTMENT
APPROVED:

JERRY GROOMES

CITY MANAGER
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RESOLUTION NO. ___________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF COMPTON (ACTING IN ITS CAPACITY AS THE CITY

AND AS SUCCESSOR TO THE HOUSING ASSETS OF THE

FORMER COMMUNITY REDEVELOPMENT AGENCY OF

THE CITY OF COMPTON) MAKING CERTAIN

FINDINGS, AUTHORIZING THE CITY MANAGER TO

EXECUTE AND DELIVER A HOUSING AGREEMENT
(DENSITY BONUS AGREEMENT) BY AND BETWEEN
THE CITY AND 1434 W. COMPTON BOULEVARD LP

AND A DISPOSITION AND DEVELOPMENT
AGREEMENT BY AND BETWEEN THE CITY AND 1434
W. COMPTON BOULEVARD LP FOR THE

CONVEYANCE OF PROPERTY BY THE CITY LOCATED
AT 1434 W. COMPTON BOULEVARD IN THE CITY AND

THE DEVELOPMENT OF AN AFFORDABLE HOUSING

PROJECT THEREON, FINDING THAT THE PROJECT IS

EXEMPT FROM ENVIRONMENTAL REVIEW UNDER

THE CALIFORNIA ENVIRONMENTAL QUALITY ACT,

AND TAKING RELATED ACTIONS
WHEREAS, the City of Compton, as successor to the housing assets of the former Community Redevelopment Agency of the City of Compton (the “Housing Successor”), is the owner of that certain real property within the City located at 1434 W. Compton (APNs 6142- 006-901 and 6142-006-902) (the “Property”); and
WHEREAS, the City wishes to sell the Property to 1434 W. Compton Boulevard LP (the “Developer”) for the development of a residential project thereon consisting of 75 rental housing units and related improvements, including a manager’s unit and 74 units restricted for rent to extremely low and low income households (including 37 units for supportive housing) at affordable rents (the “Project”) for not less than 55 years, pursuant to that certain Disposition and Development Agreement by and between the City, in its capacity as Housing Successor, and the Developer (the “DDA”) in substantially the form as shown in Exhibit “A”, attached hereto and incorporated herein by this reference; and
WHEREAS, the Developer has applied for and received a density bonus in connection with the Project, subject to entering into the Housing Agreement (Density Bonus) by and between the City and the Developer in substantially the form as shown in Exhibit “B”, attached hereto and incorporated herein by reference; and
WHEREAS, California Health and Safety Code Section 33433 (“Section 33433”) requires that the City, in its capacity as the Housing Successor, hold a public hearing and make available for public inspection a report which shall contain a copy of the DDA as well as a summary of certain aspects regarding the conveyance of the Property to the Developer pursuant to the DDA (the “Summary Report”) prior to approving the DDA. Notice of the public hearing has been provided, and the Summary Report, prepared by Keyser Marston Associates, Inc., and a C1658-0001\2885565v1.doc -C-1-
copy of the DDA have been made available for public inspection, all in the manner required by Section 33433. The Summary Report is attached hereto as Exhibit “C” and incorporated herein by this reference;

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

Section 1.That the above recitals are all true and correct and are a substantive part of this Resolution.

Section 2.That a public hearing was properly noticed and held on November 28, 2023, by the City Council in the City Council Chambers regarding the proposed DDA and Summary Report prior to the adoption of this Resolution.

Section 3.That the conveyance and development of the Property pursuant to the DDA will provide affordable housing for extremely low- and low-income households, because 74 of the 75 proposed units will be restricted for rent to extremely low- and low-income households at affordable rents for not less than 55 years.

Section 4.That, as explained in the Summary Report, the Property will be conveyed to the Developer for no consideration under the terms of the DDA, which is the fair refuse value of the Property at the use and with the covenants and conditions and development costs authorized by the conveyance.

Section 5.That the City Manager, upon the advice and approval of the City Attorney, is hereby authorized to execute and deliver, for and in the name of the City, acting in its capacity as the Housing Successor, the DDA substantially in the form attached hereto as Exhibit “A” and incorporated herein by reference, with such non-substantive changes therein as the City Manager may approve (such approval to be conclusively evidenced by the execution and delivery thereof).

Section 6. That the City Manager, upon the advice and approval of the City Attorney, is hereby authorized to execute and deliver, for and in the name of the City, the Housing Agreement (Density Bonus) substantially in the form attached hereto as Exhibit “B” and incorporated herein by reference, with such non-substantive changes therein as the City Manager may approve (such approval to be conclusively evidenced by the execution and delivery thereof).

Section 7.That the City Staff has reviewed the Project and the City Council hereby finds and determines that the Project is exempt from the California Environmental Quality Act (“CEQA”) is exempt Surplus Land pursuant to government code sections 54221(b) AND 54221(f)(1)(A)
Section 8.That the Staff of the City are hereby directed to file a notice of exemption of the Project from CEQA with the Los Angeles County Clerk.

Section 9.That the Officers and Staff of the City are hereby authorized, jointly and severally, to do all things, including the execution and delivery of documents and instruments, which they may deem necessary or proper to effectuate the purposes of this Resolution, the C1658-0001\2885565v1.doc -C-1-
DDA, and the Housing Agreement (Density Bonus), and all actions previously taken are hereby ratified.

Section 10.That a certified copy of this Resolution shall be filed in the office of the City Clerk.

Section 11. 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:
__________________________________________

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF COMPTON )
I, ______________________, City Clerk of the City of Compton, do hereby certify that the foregoing resolution was adopted by the City Council, signed by the Mayor, and attested by the City Clerk at the meeting thereof held on the day of , 2023.

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

AYES: Council Members -
NOES: Council Members -
ABSENT: Council Members -
ABSTAIN: Council Members -
_________________________________________

CITY CLERK OF THE CITY OF COMPTON
C1658-0001\2885565v1.doc -A-1-
EXHIBIT “A”
Disposition and Development Agreement
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EXHIBIT “B”
Housing Agreement (Density Bonus)
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Exhibit “C”
Summary Report

DISPOSITION AND DEVELOPMENT AGREEMENT
by and between the

CITY OF COMPTON
and
1434 W. COMPTON BLVD LP

TABLE OF CONTENTS
Page No.
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1. DEFINITIONS..................................................................................................................1

1.1 Definitions.............................................................................................................1

2. PURCHASE AND SALE OF THE PROPERTY.............................................................3

2.1 Purchase and Sale..................................................................................................4

2.2 Opening and Closing of Escrow............................................................................4

2.3 Condition of Title..................................................................................................4

2.4 Conditions to Close of Escrow..............................................................................5

2.5 Costs......................................................................................................................5

2.6 Condition of the Property......................................................................................6

2.7 Deposits into Escrow.............................................................................................8

2.8 Authorization to Record Documents and Disburse Funds....................................9

2.9 Escrow’s Closing Actions .....................................................................................9

2.10 Additional Instructions........................................................................................10

2.11 Post-Closing Deadline.........................................................................................10

3. DEVELOPMENT COVENANTS ..................................................................................11

3.1 Development of the Project.................................................................................11

3.2 City’s Right to Review Plans and Specifications................................................12

3.3 Construction Contracts........................................................................................12

3.4 Construction Loan Definition..............................................................................12

3.5 Costs of Entitlement, Development and Construction........................................12

3.6 City Rights of Access and Inspection .................................................................12

3.7 Prevailing Wages.................................................................................................13

3.8 City and Other Governmental City Permits and Approvals................................13 TABLE OF CONTENTS (cont’d)
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3.9 Anti-discrimination During Construction ...........................................................13

3.10 Taxes, Assessments, Encumbrances and Liens...................................................13

3.11 No Agency Created .............................................................................................13

3.12 Certificate of Completion....................................................................................13

4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS ............................14

4.1 Restriction on Transfer of Developer’s Rights and Obligations.........................14

4.2 Holders of Deeds of Trust ...................................................................................15

4.3 Rights of Holders ................................................................................................15

4.4 Noninterference with Holders .............................................................................15

4.5 Right of City to Cure...........................................................................................16

4.6 Right of City to Satisfy Other Liens....................................................................16

5. USE AND OPERATION OF THE PROPERTY............................................................16

5.1 Maintenance by Developer..................................................................................16

6. EVENTS OF DEFAULT, REMEDIES AND TERMINATION....................................16

6.1 Defaults - Definition............................................................................................16

6.2 Remedies .............................................................................................................17

6.3 No Speculation ....................................................................................................19

6.4 No Personal Liability ..........................................................................................19

6.5 Rights and Remedies are Cumulative .................................................................19

6.6 Inaction Not a Waiver of Default........................................................................19

6.7 Force Majeure .....................................................................................................20

6.8 Plans and Data.....................................................................................................20

7. INSURANCE..................................................................................................................20

7.1 Insurance .............................................................................................................20 TABLE OF CONTENTS (cont’d)
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7.2 Indemnity ............................................................................................................21

8. REPRESENTATIONS AND WARRANTIES...............................................................22

8.1 Developer Representations..................................................................................22

8.2 City Representation.............................................................................................22

9. GENERAL PROVISIONS..............................................................................................22

9.1 Notices.................................................................................................................23

9.2 Interpretation .......................................................................................................23

9.3 Time of the Essence ............................................................................................23

9.4 Warranty Against Payment of Consideration for Agreement .............................23

9.5 Attorneys’ Fees ...................................................................................................23

9.6 Entire Agreement ................................................................................................24

9.7 Severability..........................................................................................................24

9.8 Headings..............................................................................................................24

9.9 No Third Party Beneficiaries other than the City................................................24

9.10 Governing Law....................................................................................................24

9.11 Assignability .......................................................................................................24

9.12 Survival ...............................................................................................................25

9.13 City Actions ........................................................................................................25

9.14 Counterparts ........................................................................................................25 TABLE OF CONTENTS (cont’d)
Page No.
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EXHIBIT A LEGAL DESCRIPTION OF LAND

EXHIBIT B SCHEDULE OF PERFORMANCE

EXHIBIT C SCOPE OF DEVELOPMENT

EXHIBIT D FORM OF GRANT DEED
EXHIBIT E FORMS OF DENSITY BONUS AGREEMENT; REGULATORY
AGREEMENT; AND NOTICE OF AFFORDABILITY RESTRICTIONS
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C1658-0001\2878464v3.doc

DISPOSITION AND DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT (the “Agreement”) is dated as of ________________, 2023 and is entered into by and between the CITY OF COMPTON, a California municipal corporation, acting as the Housing Successor to the former Community Redevelopment Agency of the City of Compton (the “City”), and 1434 W, COMPTON BLVD LP, a California limited partnership (“Developer”).

RECITALS
A. The purpose of this Agreement is to achieve the development of the land owned by the City that is described on Exhibit “A” (the “Land”) and any existing improvements thereon. The Land and any existing improvements thereon were a housing asset of the former Community Redevelopment Agency of the City of Compton, and the City is the successor to the Land and improvements. The Land, and the Improvements (as hereinafter defined) to be constructed thereon pursuant to the terms of this Agreement, are hereinafter collectively referred to as the “Project.”
B. Construction of the Improvements, which generally consist of seventy-five (75) rental housing units and related improvements, will provide additional jobs, encourage new investment, improve the economic and physical conditions in the City of Compton, and provide 74 units of rental housing for very low and extremely low income households, including thirty- seven (37) units for supportive housing (one unit shall be a manager’s unit).

C. A material inducement to the City to enter into this Agreement is the agreement by Developer to develop the Project as provided herein.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Agreement, the parties hereto agree as follows:

1. DEFINITIONS.

1.1 Definitions. The following capitalized terms used in this Agreement shall have the meanings set forth below:

1.1.1 “Agreement” means this Disposition and Development Agreement.

1.1.2 “Approved Title Exceptions” is defined in Section 2.3.1.

1.1.3 “Building Permit” means, collectively, any and all permits necessary to grade the Land and construct the Project that would be issued by the City in its governmental capacity.

1.1.4 “Certificate of Completion” means the certificate described in Section 3.12.
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C1658-0001\2878464v3.doc

1.1.5 “City” means the City of Compton, a California municipal corporation.

1.1.6 “Close of Escrow” is defined in Section 2.2.

1.1.7 “Construction Contract” is defined in Section 3.3.

1.1.8 “Construction Loan” is defined in Section 3.4.

1.1.9 “Default” is defined in Section 6.1.

1.1.10 “Escrow” is defined in Section 2.2.

1.1.11 “Escrow Holder” means Fidelity National Title Company, 4400 MacArthur Blvd, Suite 200, Newport Beach, CA 92660, or another licensed escrow holder mutually selected by the Parties.

1.1.12 “FIRPTA Affidavit” is defined in Section 2.7.1.3.

1.1.13 “Force Majeure Delay” is defined in Section 6.7.

1.1.14 “General Contractor” is defined in Section 3.3.

1.1.15 “Grant Deed” is defined in Section 2.3.2.

1.1.16 “Hazardous Materials” means any chemical, material or substance now or hereafter defined as or included in the definition of hazardous substances, hazardous wastes, hazardous materials, extremely hazardous waste, restricted hazardous waste, toxic substances, pollutant or contaminant, imminently hazardous chemical substance or mixture, hazardous air pollutant, toxic pollutant, or words of similar import under any local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto applicable to the Land, including, without limitation: the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251, et seq.; and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq. (“RCRA”) The term Hazardous Materials shall also include any of the following: any and all toxic or hazardous substances, materials or wastes listed in the United States Department of Transportation Table (49 CFR 172.101) or by the Environmental Protection City as hazardous substances (40 CFR. Part 302) and in any and all amendments thereto in effect as of the Close of Escrow Date; oil, petroleum, petroleum products (including, without limitation, crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas usable for fuel, not otherwise designated as a hazardous substance under CERCLA; any substance which is toxic, explosive, corrosive, reactive, flammable, infectious or radioactive (including any source, special nuclear or by-product material as defined at 42 U.S.C. 2011, et seq.), carcinogenic, mutagenic, or otherwise hazardous and is or becomes regulated by any governmental authority; asbestos in any form; urea formaldehyde foam insulation; transformers or other equipment which contain dielectric fluid containing levels of polychlorinated byphenyls; radon gas; or any other chemical, material or -3-
C1658-0001\2878464v3.doc
substance (i) which poses a hazard to the Land, to adjacent properties, or to persons on or about the Land, (ii) which causes the Land to be in violation of any of the aforementioned laws or regulations, or (iii) the presence of which on or in the Land requires investigation, reporting or remediation under any such laws or regulations.

1.1.17 “Holder” is defined in Section 4.2.

1.1.18 “Improvements” means all buildings, landscaping, infrastructure, utilities, and other improvements to be built on the Land, as described in the Scope of Development attached as Exhibit “C”, and any improvements that are conditions of entitlement approval.

1.1.19 “Land” means the land described on Exhibit “A” attached hereto.

1.1.20 “Party” means any party to this Agreement, and “Parties” means all parties to this Agreement.

1.1.21 “Permitted Exceptions” is defined in Section 2.3.2.

1.1.22 “Plans and Specifications” means all drawings, landscaping and grading plans, engineering drawings, final construction drawings, and any other plans or specifications for construction of the Project.

1.1.23 “Project” means the Land and Improvements.

1.1.24 “Project Budget” is defined in Section 2.4.5.

1.1.25 “Released Parties” is defined in Section 2.6.4.

1.1.26 “Schedule of Performance” means the schedule set forth on Exhibit “B” attached hereto and incorporated by reference herein.

1.1.27 “Scope of Development” means the description of the Project set forth in Exhibit “C” attached hereto and incorporated by reference herein.

1.1.28 “Site Designs” is defined in Section 6.8.

1.1.29 “Title Company” shall mean the Escrow Holder (i.e., the Title Company and the Escrow Holder are the same).

1.1.30 “Transfer” is defined in Section 4.1.1.

1.1.31 “Transferee” is defined in Section 4.1.2.

1.1.32 “Withholding Affidavit” is defined in Section 2.7.1.2.

2. PURCHASE AND SALE OF THE PROPERTY.
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2.1 Purchase and Sale. In consideration of the Developer’s covenants in this Agreement, but not for any monetary compensation (and no deposit shall be required of Developer), the City agrees to sell the Land to Developer, and Developer agrees to purchase the Land from the City; however, the Close of Escrow shall not occur until such time as the Closing Conditions, as defined in Section 2.4 below, have been satisfied.

2.2 Opening and Closing of Escrow. Within five (5) business days after the date this Agreement is executed by the City and delivered to Developer, the City and the Developer shall cause an escrow (the “Escrow”) to be opened with Escrow Holder for the sale of the Land by the City to Developer. The Parties shall deposit with Escrow Holder a fully executed duplicate original of this Agreement as the escrow instructions for the Escrow. The City and Developer may provide such additional instructions as shall be necessary and consistent with this Agreement.

Provided that each of the conditions to closing described in Section 2.4 have been satisfied (or waived in writing by the party or parties benefitted thereby), Escrow shall close (the “Close of Escrow”) on or before March 31, 2025. If the Close of Escrow does not occur by such date, any party not then in default may terminate this Agreement by written notice to the other and all the funds and documents deposited with Escrow Agent shall be promptly refunded or returned, as the case may be, by Escrow Holder to the depositing party, except that all escrow and title cancellation fees shall be paid by Developer.

2.3 Condition of Title; Title Insurance.

2.3.1 Promptly after the Effective Date, Developer shall obtain an update of the preliminary report dated September 22, 2023 issued by Title Company under Order No. 997-30062818-TC-1. Developer shall have the right to conduct an ALTA survey, and may terminate this Agreement by written notice to City given prior to the end of the Inspection Period (in Section 2.6.1 below), if Developer objects to any title matter and City does not agree to remove or correct such matters by the Close of Escrow. If Developer does not so terminate this Agreement, then such title matters shall be deemed approved by Developer. Matters approved or deemed approved by Developer are hereinafter referred to as the “Approved Title Exceptions” (but “Approved Title Exceptions” shall not include any that City has agreed to remove/correct under this Section 2.3.1).

2.3.2 At the Close of Escrow, the City shall convey title to the Land to Developer by grant deed in the form attached hereto as Exhibit “D” (the “Grant Deed”). Title to the Land shall be conveyed subject to: (i) the matters in the Grant Deed (including City’s right of reversion referenced therein); (ii) non-delinquent current real property taxes and assessments not yet due for the tax year during which the conveyance occurs, (iii) all Approved Title Exceptions, (iv) if a survey is obtained, then all matters shown on the survey, except for any that City has expressly agreed to cure/remove; (v) a Housing Agreement, Notice of Affordability Restrictions, and Housing Agreement (Density Bonus) in the forms attached hereto as Exhibit “E”, and (vi) any matters which arise out of the actions of Developer or its agents and representatives (collectively, the “Permitted Exceptions”).
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2.4 Conditions to Close of Escrow. The obligation of the City and Developer under this Agreement to close Escrow shall be subject to the satisfaction (or express written waiver by the benefited party) of each of the following conditions (collectively, the “Closing Conditions”):

2.4.1 City’s removal (or Title Company’s reasonably insuring over) the any new title matters that City shall have agreed to cure/remove.

2.4.2 The representations and warranties of the City and Developer contained in this Agreement being true and correct in all material respects.

2.4.3 The delivery by City and Developer of all documents and funds required to be delivered pursuant to Section 2.7 hereof.

2.4.4 The Title Company shall have committed to issue at the Close of Escrow an Owner’s Title Insurance Policy, showing fee simple title to the Land vested in Developer (or Developer’s assignee as permitted by this Agreement), subject only to the Permitted Exceptions.

2.4.5 Developer shall have delivered reasonable evidence (such as certificates of insurance) that Developer has obtained the insurance described in Subsections

7.1.1 (ii) and (iii) below.

2.4.6 On or before September 30, 2024, Developer shall have received and delivered to City reasonable evidence of tax credit award(s) sufficient to generate tax credit equity required for the Project; however, such deadline may be extended by the City Manager in writing for up to one year, with extension of the Closing Date, if Developer shall have properly applied in every tax credit round but has not received an award of tax credits.

2.4.7 The Compton Housing Authority shall have provided or shall have committed to providing to Developer seventy-four (74) project-based vouchers for very low and extremely low income housing.

2.4.8 All conditions to the issuance of the Building Permit, the specific plan for the Land, and any and all governmental permits, consents or authorizations required for the development, construction, operation or use of the Project (excluding certificates of occupancy and the like that cannot be issued until completion) shall have been approved/issued, or will be approved/issued upon payment of applicable fees by the deadline in Section 2.11 below.

2.4.9 Developer and City shall have performed, observed and complied with all covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on its part prior to or as of the Close of Escrow.

2.5 Costs; Escrow Holder Settlement Statement.

2.5.1 City and Developer shall each pay for 50% of the Escrow fees, and City shall pay for the cost of a standard owner’s title policy in the amount of the appraised value -6-
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of the Land, and Developer shall pay for the cost of any survey and any extended coverage title insurance.

2.5.2 Escrow Holder is authorized on the Close of Escrow to pay and charge the Developer for any fees, charges and costs payable under Section 2.6.1 as set forth on the settlement statements approved by the Parties. Before such payments are made, Escrow Holder shall notify the City and Developer of the fees, charges, and costs necessary to close under the Escrow, by delivering draft settlement statements to the Parties for their mutual approval.

2.6 Condition of the Property.

2.6.1 Right to Inspect. Developer has inspected the Land and found it acceptable, and Developer has obtained a Phase I environmental report for the Land that did not recommend a Phase II environmental report/testing. Developer shall nevertheless have the right to enter (or cause its contractors---including surveyor---designated in writing to City to enter) the Land from the date hereof until _____________________ (“Inspection Period”) for the purpose of verifying that the physical condition of the Land has not changed in any material adverse manner. Developer shall defend, indemnify and hold City harmless from any and all claims, damages, losses, liabilities, costs and expenses arising from any such entry, and the foregoing shall survive the Close of Escrow or earlier termination of this Agreement. Developer shall also maintain the insurance required by the right of entry agreement for the Land previously executed by City and Developer.

2.6.2 “As-Is” Sale. Developer acknowledges and agrees that Developer is acquiring the Land in its “AS IS” condition, WITH ALL FAULTS, IF ANY, AND, EXCEPT

AS EXPRESSLY SET FORTH HEREIN, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED and neither City nor any agents, representatives, officers, or employees of City have made any representations or warranties, direct or indirect, oral or written, express or implied, to Developer or any agents, representatives, or employees of Developer with respect to the condition of the Land, its fitness for any particular purpose, or its compliance with any laws, and Developer is not aware of and does not rely upon any such representation to any other party.

Except as expressly set forth herein, neither City nor any of its representatives is making or shall be deemed to have made any express or implied representation or warranty, of any kind or nature, as to (a) the physical, legal or financial status of the Land, (b) the Land’s compliance with applicable laws, (c) the accuracy or completeness of any information or data provided or to be provided by City, or (d) any other matter relating to the Land.

2.6.3 Acknowledgement of Inspections. Developer has inspected the Land and its physical characteristics and existing conditions and has observed or has had sufficient opportunity to inspect or observe, conducted or had sufficient opportunity to conduct such investigations and studies on and of said Land and adjacent areas as it deems necessary, and hereby waives any and all objections to or complaints regarding the Land and its condition, including, but not limited to, federal, state or common law based actions and any private right of action under state and federal law to which the Land is or may be subject, including, but not limited to, CERCLA, RCRA, physical characteristics and existing conditions, including, without limitation, structural and geologic conditions, subsurface soil and water conditions and solid and -7-
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hazardous waste and Hazardous Materials (as defined in Section 1.1.16) on, under, adjacent to or otherwise affecting the Land. Developer further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Land and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigations.

2.6.4 Releases and Waivers. Developer and anyone claiming by, through or under Developer hereby waives its right to recover from and fully and irrevocably releases City and its council members, board members, employees, officers, directors, representatives, agents, servants, attorneys, successors and assigns (“Released Parties”) from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to (i) the condition (including any defects, errors, omissions or other conditions, latent or otherwise, and the presence in the soil, air, structures and surface and subsurface waters of materials or substances that have been or may in the future be determined to be Hazardous Materials or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Land under current or future federal, state and local laws regulations or guidelines), valuation, salability or utility of the Land, or its suitability for any purpose whatsoever, and (ii) any information furnished by the Released Parties under or in connection with this Agreement. This release includes claims of which Developer is presently unaware or which Developer does not presently suspect to exist which, if known by Developer, would materially affect Developer’s release to City. Developer specifically waives the provision of California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR EXPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH IF

KNOWN TO HIM OR HER, WOULD HAVE MATERIALLY

AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY”
_____________________
Developer Initials
In this connection and to the extent permitted by law, Developer hereby agrees, represents and warrants that Developer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Developer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Developer nevertheless hereby intends to release, discharge and acquit Released Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to City by Developer in exchange for City’s performance hereunder. -8-
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Developer hereby agrees that, if at any time after the Close of Escrow any third party or any governmental entity seeks to hold Developer responsible for the presence of, or any loss, cost or damage associated with, Hazardous Materials in, on, above or beneath the Land or emanating therefrom, then Developer waives any rights it may have against City in connection therewith, including, without limitation, under CERCLA and Developer agrees that it shall not (i) implead the City, (ii) bring a contribution action or similar action against City, or (iii) attempt in any way to hold City responsible with respect to any such matter. The provisions of this Section 2.7.3 shall survive the Close of Escrow.

City has given Developer material concessions regarding this transaction in exchange for Developer agreeing to the provisions of this Section 2.6.4. City and Developer have each initialed this Section 2.6.4 to further indicate their awareness and acceptance of each and every provision hereof.
_____________________ ________________________
CITY’S INITIALS DEVELOPER’S INITIALS

2.6.5 Environmental Indemnity. From and after the Close of Escrow, Developer shall indemnify, protect, defend and hold harmless the City, the Compton Housing Authority, and their officials, officers, attorneys, employees, consultants, agents and representatives, from and against any and all claims, liabilities, suits, losses, costs, expenses and damages, including but not limited to attorneys’ fees and costs, arising directly or indirectly out of any claim for loss or damage to any property, including the Land, injuries to or death of persons, or for the cost of cleaning up the Land and removing Hazardous Materials or toxic substances, materials and waste therefrom, by reason of contamination or adverse effects on the environment, or by reason of any statutes, ordinances, orders, rules or regulations of any governmental entity requiring the clean-up of any Hazardous Materials caused by or resulting from any Hazardous Material, or toxic substances or waste existing on or under, any portion of the Land acquired by Developer, except for Hazardous Materials existing as of the Close of Escrow and not known to Developer, and Hazardous Materials released by City after the Close of Escrow.

2.7 Deposits into Escrow.

2.7.1 The City hereby covenants and agrees to deliver to Escrow Holder prior to the Close of Escrow the following instruments and documents, the delivery of each of which shall be a condition of the Close of Escrow:

2.7.1.1 A Grant Deed duly executed and acknowledged by the City, in the form attached hereto as Exhibit “D”.

2.7.1.2 If required by Escrow Holder, the affidavit as contemplated by California Revenue and Taxation Code § 18662 (“Withholding Affidavit”);

2.7.1.3 If required by Escrow Holder, a Certification of Non-Foreign Status in accordance with I.R.C. Section 1445 (the “FIRPTA Certificate’); -9-
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2.7.1.4 Executed and acknowledged counterparts of the Housing Agreement (Density Bonus); Housing Agreement; and Notice of Affordability Restrictions in the forms attached hereto as Exhibit “E”;

2.7.1.5 Such proof of the City’s authority and authorization to enter into this transaction as the Title Company may reasonably require in order to issue Developer’s policy of title insurance;

2.7.1.6 City’s share of title insurance, escrow, and (if applicable) transfer tax costs.

2.7.2 Developer shall deposit with Escrow Holder, prior to the Close of Escrow (and the delivery of each of which shall be a condition of the Close of Escrow), executed and acknowledged counterparts of the Housing Agreement (Density Bonus); Housing Agreement; and Notice of Affordability Restrictions in the forms attached hereto as Exhibit “E”, and funds sufficient to pay Developer’s share of costs and pro-rations.

2.8 Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and deliver documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled:
(i) The Title Company can issue in favor of Developer an Owner’s Policy of Title Insurance, with liability equal to the estimated fair market value of the Land (or such lesser amount as shall have been requested by Developer)--- and if elected by Developer after Developer has provided an ALTA survey to Title Company and received an updated title report, then extended coverage title insurance---showing the Land vested in Developer subject to the Permitted Title Exceptions. (ii) The City and Developer shall have deposited in Escrow the documents and funds required pursuant to Section 2.7;
(iii) The City and Developer have confirmed to Escrow Holder that all of the other closing conditions have been satisfied or expressly waived in writing by the Party(s) benefited thereby.

Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of Developer’s title insurance policy.

2.9 Escrow’s Closing Actions. On the Close of Escrow, Escrow Holder shall:

2.9.1.1 Record the Grant Deed and then the Housing Agreement (Density Bonus), then the Housing Agreement, then the Notice of Affordability Restrictions, and then the deed of trust securing the Construction Loan with the Los Angeles County Recorder (which shall be deemed delivery of said instruments to Developer); -10-
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2.9.1.2 Issue the Title Policy (or cause the Title Company to issue the Title Policy);

2.9.1.3 Prorate taxes, assessments, rents, and other charges as of the Close of Escrow in accordance with the settlement statements approved by the Parties.

2.9.1.4 From funds deposited by Developer, pay prorated amounts and charges to be paid by or on behalf of Developer, and return any excess to Developer;

2.9.1.5 Prepare and deliver to both Developer and the City one signed copy of Escrow Holder’s closing statement showing all receipts and disbursements of the Escrow; and

2.9.1.6 If applicable, deliver the FIRPTA Certificate and the Withholding Affidavit to Developer.

2.10 Additional Instructions. If required by the Escrow Holder, the Parties shall execute appropriate escrow instructions, prepared by the Escrow Holder, which are not inconsistent herewith. If there is any inconsistency between the terms hereof and the terms of the escrow instructions, the terms hereof shall control unless an intent to amend the terms hereof is expressly stated in such instructions.

2.11 Post-Closing Deadline; City Right of Reversion. If any of the following requirements are not satisfied by Developer on or before the date that is twenty (20) days after the Close of Escrow, then City shall have the right of termination/reversion described below the following list of requirements:

2.11.1 The Developer shall have delivered to the City a copy of the Construction Loan documents and any other loan documents, including applicable loan budgets for such other loans, and such loan budgets must be consistent with the Project Budget.

2.11.2 The Construction Loan (as hereinafter defined), and any other loans necessary to complete the Project, shall close concurrently with the Close of Escrow, and the deed of trust and any other documents securing the Construction Loan shall be recorded after and subordinate to the City’s Housing Agreement, Notice of Affordability Restrictions, and Housing Agreement (Density Bonus). (If required by the Holder of the Construction Loan, the City shall execute and acknowledge a reasonable subordination agreement that subordinates the City’s right of reversion in this Agreement to the deed of trust securing the Construction Loan [“Reversion Subordination Agreement”]; additionally, if required by HCD as secured lender, the City shall execute and acknowledge a reasonable subordination agreement that subordinates the City’s right of reversion in this Agreement the City Regulatory Agreement (but not the City Regulatory Agreement [Density Bonus]) to the deed(s) of trust securing HCD loans to Developer).

2.11.3 Developer shall have submitted to the City a copy of a GMAX construction contract between Developer and an unaffiliated reputable general contractor that is consistent with the Project Budget;
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2.11.4 The City shall have received reasonable evidence (such as Certificates of Insurance) that the construction-related insurance required by Section 7.1 of this Agreement shall be in effect.

2.11.5 All fees for the Building Permit, and any and all governmental permits, consents or authorizations required for the development, construction, operation or use of the Project (excluding certificates of occupancy and the like that cannot be issued until completion) shall be paid.

2.11.6 Unless waived by the Construction Lender, the Developer shall have provided evidence to the City that the obligations of Developer’s general contractor to construct and complete the Project (pursuant to the Construction Contract) have been bonded, for the express benefit of Developer, Developer’s construction lender and the City. To that end, Developer shall secure and deposit with the City a Performance Bond and a Labor and Material Payment Bond (in the form of AlA form A311 or A312), issued by a surety admitted to issue insurance in the State of California and otherwise acceptable to the City in the City’s reasonable discretion, securing the faithful performance by the General Contractor of the completion of construction of the Improvements free of all liens and claims, within the time provided in the Schedule of Performance attached hereto. Such bond shall be in an amount equal to one hundred percent (100%) of the stipulated sum or guaranteed maximum price, as applicable. Such construction bond shall name the City as a co-obligee and may also name Developer and Developer’s construction lender as co-obligees. Such construction bond shall be issued by a company acceptable to the City and listed in the current United States Treasury Department circular 570 and otherwise within the underwriting limits specified for that company in such circular.

If any of the foregoing are not timely satisfied, the City may terminate the conveyance of the Land and any improvements by written notice to Developer, and take possession thereof the Land, with all improvements and Improvements thereon, and revest in the City title to the Land and improvements theretofore conveyed to the Developer (or its successors in interest), free of all deeds of trust and any other documents in favor of contemplated secured lenders and free of any other title matters or encumbrances created by Developer, and take any and all actions necessary to commence and complete the enforcement of its reversionary interest, and in such event the Developer agrees to promptly take all actions and to execute all documents (including a grant deed) necessary to revert title to the City.

3. DEVELOPMENT COVENANTS.

3.1 Development of the Project. Developer shall develop the Improvements on the Land in accordance with the Scope of Development, the Schedule of Performance, all requirements of any and all applicable federal, state and local laws, rules and regulations (including any conditions of approval required by the City in its governmental capacity), the Plans and Specifications, and all other terms, conditions and requirements of this Agreement.

Developer shall comply with the Schedule of Performance in a timely manner, provided that the obligations of Developer set forth therein which are to be performed after the Close of Escrow shall be delayed by Force Majeure Delays, if applicable. Until a Certificate of Completion is -12-
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issued, the Developer shall provide the City with periodic progress reports, as reasonably requested by the City, regarding the status of the construction of the Improvements.

3.2 City’s Right to Review Plans and Specifications. In connection with construction of the Project, Developer shall comply in all respects with Plans and Specifications approved by the City in its governmental capacity. The City, in its proprietary capacity, shall have the right to review all Plans and Specifications for the Improvements prior to their submission to the City to ensure that the Improvements are constructed in accordance with the Scope of Development (Exhibit “B”).

3.3 Construction Contracts. Developer shall retain one or more reputable and financially responsible general contractors (each, a “General Contractor”) to undertake the construction of the Project. Each General Contractor shall be licensed in California, shall have any other licenses required by the City, and shall be experienced in constructing the type of improvements constituting the Improvements. Each such construction contract (“Construction Contract”) shall be a guaranteed maximum cost contract or stipulated sum insuring construction of the improvements for a fixed or maximum price (consistent with the Project Budget), and shall obligate the General Contractor to commence and complete such construction in accordance with this Agreement and all applicable federal, state and local laws, rules and regulations. Each such Construction Contract shall provide for retention of at least ten percent from each progress payment (except there shall be no retention for any items excused from retention as specified in the Construction Contract) until the final payment, and said final payment shall not be paid to the General Contractor until the portion of the Project covered by such Construction Contract shall have been completed to Developer’s satisfaction, and Developer shall have obtained all appropriate lien waivers from the General Contractor and its subcontractors, or bonds acceptable to Developer in form and amount, insuring against loss arising from any mechanics’, laborers’, materialmen’s or other like liens filed against the Land.

3.4 Construction Loan Definition. As used herein, the term “Construction Loan” or “construction loan” shall mean one or more loans in an aggregate amount equal to (or greater than) all hard costs of designing and constructing the Improvements of the Project and all soft costs for owning and operating the Project until maturity of the construction loan, as shown in the budget for such Construction Loan and the Project Budget, less equity funds for such purposes to be provided by Developer and which are shown in the Project Budget.

3.5 Costs of Entitlement, Development and Construction. The Developer agrees that all costs, expenses and fees associated with the development and construction of the Project including the costs for developing and constructing the Improvements thereon (including, but not limited to, the land acquisition costs and governmental permits and approvals) shall be borne by Developer.

3.6 City Rights of Access and Inspection. In addition to those rights of access to and across the Land to which the City and the City may be entitled by law, members of the staffs of the City and the City shall have a reasonable right of access to the Land, without charge or fee, at any reasonable time, upon reasonable notice to Developer (which may be telephonic notice to _____________ or the construction foreman) to inspect the work being performed at the Land in connection with the initial development of the Project but shall not be obligated to do -13-
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so and City shall not be liable for any failure to disclose any information discovered by City (or that could or should have been discovered by any City inspection). The City shall also have the right at all reasonable times to inspect and copy the books, records and all other documentation of the Developer pertaining to its obligations under this Agreement.

3.7 Prevailing Wages; Local, State and Federal Laws. Developer shall carry out the construction of the Improvements on the Land in conformity with all applicable federal, state and local laws, including all applicable federal and state occupation, safety and health standards. Developer agrees that the Project is a work of public improvement, and will pay, or cause to be paid, the prevailing rates of wages for all work as described in Sections 1770 et seq. of the California Labor Code and related regulations, and otherwise comply with all such statutes and regulations.

3.8 City and Other Governmental City Permits and Approvals. Before commencement of construction or development of any work of improvement on the Land, Developer shall (at Developer’s expense) secure, or cause to be secured, any and all permits which may be required by the City or any other governmental City having jurisdiction over such construction or development.

3.9 Anti-discrimination During Construction. Developer, for itself and its successors and assigns, agrees that it shall not discriminate against any employee or applicant for employment because of age, sex, marital status, race, handicap, color, religion, creed, ancestry, or national origin in the construction of the Improvements.

3.10 Taxes, Assessments, Encumbrances and Liens. Developer shall pay when due all real property taxes and assessments assessed or levied on portions of the Land from time to time owned by Developer, commencing immediately after closing of the land acquisition.

3.11 No Agency Created. In performing this Agreement, Developer is an independent contractor and not the agent of the City. The City is not an agent of Developer or any permitted assignee. The City shall not have any responsibility whatsoever for payment to any contractor or supplier of Developer or its contractors. Developer shall not have any responsibility whatsoever for payment to any contractor or supplier of the City.

3.12 Certificate of Completion. Upon Developer’s completion of the construction of the Project, Developer will apply to the City for a “Certificate of Completion”.

The City’s issuance of the Certificate of Completion shall constitute the acknowledgement of the City that Developer has complied in all respects with its development obligations (and only the development obligations) set forth in this Article 3. Promptly following the City’s issuance of a certificate of occupancy for the entire Project, and provided that Developer is then in full compliance with all of its obligations under this Article 3, the City shall execute, acknowledge and deliver the Certificate of Completion, for recording in the Official Records of Los Angeles County and shall include, in form reasonably acceptable to Developer, an express termination or reconveyance of the City’s right to reversion under Section 6.2.2(ii) of this Agreement and the Grant Deed. If the City believes that the Developer is not in compliance with its obligations under this Article 3, the City shall promptly specify the nature of such non-compliance by written notice to Developer.
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4. LIMITATIONS ON TRANSFERS AND SECURITY INTERESTS.

4.1 Restriction on Transfer of Developer’s Rights and Obligations.

4.1.1 Prior to the Close of Escrow, Developer may not assign this Agreement, but may admit limited partners. After the Close of Escrow and prior to issuance of a Certificate of Completion for the Project Developer shall not sell, assign, transfer, mortgage, lease (except for space leases conditioned upon Project completion), hypothecate, or convey (collectively, a “Transfer”) the Land or any part thereof or any of Developer’s rights or obligations hereunder, without the City’s prior written consent, which consent may be granted or withheld in the City’s sole and absolute discretion, except for the execution of one or more deeds of trust and related instruments securing Developer’s construction loan, a conveyance of the Land resulting from the foreclosure thereof (or a deed-in-lieu of such a foreclosure), and except for transfers of limited partner interests in Developer and, provided City receives prompt written notice thereof, the removal and replacement of the general partner of Developer by the tax credit investor in accordance with Developer’s limited partnership agreement. Developer acknowledges that the identity of Developer is of particular concern to the City, and it is because of Developer’s identity that the City has entered into this Agreement with Developer. Except for any Transferee approved by the City pursuant to this Section 4.1, and except for any Holder (defined in Section 4.2) that has taken possession of the Land, no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement. No transfer or assignment of Developer’s interest hereunder without the City’s prior written approval shall be deemed to release Developer from the obligations of Developer hereunder.

4.1.2 After the issuance of a Certificate of Completion for the entire Project: (ii) provided City receives prompt written notice thereof, the general partner of Developer may be removed/replaced by the tax credit investor in accordance with Developer’s limited partnership agreement; and (ii) Developer may transfer the Project to any party (a “Transferee”) provided that:

4.1.2.1 the Transferee (and/or its management company or affiliates, if any) has the experience, quality, character, trade record, financial ability and reputation, as determined by City in its reasonable judgment, to own the Project and to cause it to be managed and operated (whether directly or through an Operating Agreement approved by the City in accordance with this Agreement) in compliance with this Agreement; and

4.1.2.2 the Transferee assumes in writing all obligations of Developer set forth in this Agreement (except those pursuant to Articles 2 and 3, which shall be deemed satisfied upon the Close of Escrow and the issuance of the Certificate of Completion, respectively).

In the event that Developer desires to Transfer the Project pursuant to this Section 4.1.2, Developer will so notify the City, and will provide the City with all pertinent information regarding the Transferee. The City will use good faith efforts to approve or disapprove the Transferee (in its reasonable judgment) in writing within thirty (30) days after receipt of written notice of Developer’s intention to make the Transfer and the information/documents required above. Upon the completion of any Transfer to a Transferee approved by the City as provided in -15-
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this Section 4.1.2, the Transferee shall assume all of Developer’s rights and obligations under this Agreement, and Developer shall be released from all further liabilities and obligations under this Agreement arising after the Transfer.

4.2 Holders of Deeds of Trust. Notwithstanding any provisions of Section 4.1 to the contrary, Developer shall have the right to hypothecate its interest in the Land and the Project pursuant to one or more deeds of trust from an institutional lender for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Project (including land development costs, reasonable and customary developer fees, loan fees and costs, and other normal and customary project costs), or for refinancing the construction financing with permanent financing. Any institutional lender of record holding any such deed of trust, whose name and address shall have been provided by Developer to City referred to herein as a “Holder.”

4.3 Rights of Holders. The City shall deliver a copy of any notice or demand to Developer concerning any breach or default by Developer under this Agreement to each Holder who has previously made a written request to the City for special notice hereunder. Any notice of breach or default by Developer shall not be effective against any such Holder unless given to such Holder. Such Holder shall have the right at its option to cure or remedy any such default and to add the cost thereof to the secured debt and the lien of its security interest. If such breach or default can only be remedied or cured by such Holder upon obtaining possession, such Holder may remedy or cure such breach or default within a reasonable period of time after obtaining possession, provided such Holder seeks possession with diligence through a receiver or foreclosure; however, no Holder shall be required to cure defaults which are “personal” to Developer such that they are intrinsically incapable of being cured by the Holder. Such Holder shall not undertake or continue the construction or completion of the Improvements beyond the extent necessary to conserve or complete the Improvements. Any Holder completing the Improvements must assume all rights and obligations of Developer under this Agreement and shall then be entitled, upon written request made to the City, to a Certificate of Completion from the City.

4.4 Noninterference with Holders. The provisions of this Agreement do not limit the right of Holders (a) to foreclose or otherwise enforce any mortgage, deed of trust, or other security instrument encumbering all or any portion of the Land, and the Improvements thereon, (b) to pursue any remedies for the enforcement of any pledge or lien encumbering such portions of the Land, or (c) to accept, or cause its nominee to accept, a deed or other conveyance in lieu of foreclosure or other realization. In the event of (i) a foreclosure sale under any such mortgage, deed of trust or other lien or encumbrance, (ii) a sale pursuant to any power of sale contained in any such mortgage or deed of trust, or (iii) a deed or other conveyance in lieu of any such sale, the purchaser or purchasers and their successors and assigns, and such portions of the Land shall be, and shall continue to be, subject to all of the conditions, restrictions and covenants of all documents and instruments recorded pursuant to this Agreement, including, without limitation, the restrictions set forth in the grant deed on such property from the City to Developer. The City agrees to execute such further documentation regarding the rights of any Holder as is customary with respect to construction or permanent financing, as the case may be, to the extent that such documentation is reasonably requested by any Holder and is reasonably approved by the City.
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4.5 Right of City to Cure. In the event of a default or breach by the Developer of a loan by a Holder prior to the completion of the Improvements, the City may, upon prior written notice to the Developer, cure the default, prior to the completion of any foreclosure. In such event the City shall be entitled to reimbursement from the Developer of all costs and expenses incurred by the City in curing the default. The City shall also be entitled to a lien upon the Land or any portion thereof to the extent of such costs and disbursements. The City agrees that such lien shall be subordinate to any lien in favor of a Holder, and the City shall execute from time to time any and all documentation reasonably requested by the Developer to effect such subordination.

4.6 Right of City to Satisfy Other Liens. After the Close of Escrow and after the Developer has had a reasonable time to challenge, cure, or satisfy any liens or encumbrances on the Land or any portion thereof, and has failed to do so, in whole or in part, the City shall, upon prior written notice to the Developer, have the right to satisfy any such lien or encumbrances; however, nothing in this Agreement shall require the Developer to pay or make provision for the payment of any tax, assessment, lien or charge so long as the Developer in good faith shall contest the validity or amount therein and so long as such delay in payment shall not subject the Land or any portion thereof to forfeiture or sale.

5. USE AND OPERATION OF THE PROPERTY.

5.1 Maintenance by Developer. Developer shall comply with the Housing Agreement (Density Bonus) and Housing Agreement, including the provisions regarding maintenance and repair therein. EVENTS OF DEFAULT, REMEDIES AND TERMINATION.

6.1 Defaults - Definition. Subject to the provisions of Section 6.7 hereof, the occurrence of any or all of the following shall constitute a default (“Default”) under this Agreement:

6.1.1 Developer’s failure to perform its obligations on a timely basis as contained in the Schedule of Performance, or any breach of this Agreement by any Party involving the payment of money, and the continuance of such breach for a period of ten (10) days after the non-defaulting Party has given written notice to the defaulting Party, as specified in Section 8.1;

6.1.2 Except as otherwise provided in Section 6.1.1 hereof, a breach of any material term of this Agreement by any Party not involving the payment of money and failure of such Party to cure such breach within thirty (30) days after the non-defaulting Party has given written notice to the defaulting Party; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then such Party shall be deemed in Default only if such Party does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion;

6.1.3 Developer’s Transfer (as defined in Section 4.2), or the occurrence of any involuntary Transfer, of the Land or any part thereof or interest therein, or any rights or obligations of Developer under this Agreement, in violation of this Agreement; -17-
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6.1.4 Developer’s failure or refusal to keep in force and effect any material permit or approval with respect to construction of the Project, and Developer’s failure to cure such breach within thirty (30) calendar days after notice from the City of Developer’s breach; provided, however, if such breach is not reasonably curable within such thirty (30) day period, then Developer shall be deemed in Default only if Developer does not commence to cure such breach within such thirty (30) day period and thereafter fails to diligently prosecute such breach to completion; or

6.1.5 Filing of a petition in bankruptcy by or against any Party or appointment of a receiver or trustee of any property of any Party, or an assignment by any Party for the benefit of creditors, or adjudication that such Party is insolvent by a court, and the failure of such Party to cause such petition, appointment, or assignment to be removed or discharged within 90 days.

6.1.6 The failure to comply with any of the requirements of Section 7 below.

6.1.7 The failure to maintain, or the cancellation of, any of the bonds described in Section 2.11.6.

6.2 Remedies.

6.2.1 Remedies Prior to the Close of Escrow. In the event of a Default by any Party prior to the Close of Escrow, the non-defaulting Party shall have the right to terminate this Agreement (provided it is not in Default of its obligation under this Agreement), by delivering written notice thereof to the defaulting Party and to Escrow Holder, subject to the rights of the defaulting Party to cure such Default as provided in Section 6.1. Subject to Section 2.2, such Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to, the right to receive damages (excluding damages for lost profits) or to pursue an action for specific performance.

6.2.2 Remedies for Default After the Close of Escrow. In the event of a Default by any Party after the Close of Escrow (if not cured pursuant to the cure rights of the investor limited partner of Developer set forth at the end of this Section), a non-defaulting party shall be entitled to the following remedies, as applicable:
(i) A defaulting Party shall be liable to the non-defaulting Party for all damages, costs and losses incurred by the non-defaulting Party, and the non-defaulting Party may seek against the defaulting Party any available remedies at law or equity, including but not limited to the right to receive damages or to pursue an action for specific performance; and
(ii) Prior to the issuance of the Certification of Completion, the City shall have the right of termination (i.e., so-called “right of reversion”) provided for below in this Section 6.2.2, subject to the cure rights of Developer’s limited partners set forth at the end of this Section, in the event that that Developer fails to comply with any of the post-closing deadlines in the Schedule of Performance.
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In such event, but subject to any subordination agreement between the City and Developer’s construction lender(s), the City may terminate the conveyance of the Land and any improvements by written notice to Developer, and take possession thereof the Land, with all improvements and Improvements thereon, and revest in the City title to the Land and improvements theretofore conveyed to the Developer (or its successors in interest), take any and all actions necessary to commence and complete the enforcement of its reversionary interest, and in such event the Developer agrees to promptly take all actions and to execute all documents (including a grant deed) necessary to revert title to the City. (iii) Upon re-vesting in the City of title to the Land or any portion thereof as provided in this Section, the City shall use good faith efforts to resell the Land or applicable portion thereof on terms acceptable to City. Upon such resale of the Land or any portion thereof, the proceeds thereof payable to the City shall be applied as follows:

1. First to reimburse the City on its own behalf for all costs and expenses incurred by the City, including but not limited to salaries of personnel and legal fees incurred in connection with the recapture, management, and resale of the Land or any portion thereof and (but less any income derived by the City from any part of the Land in connection with such management); all taxes, installments of assessments payable prior to resale, and applicable water and sewer charges with respect to the Land or any portion thereof (or, in the event the Land or any portion thereof is exempt from taxation or assessment or such charges during the period of ownership by the City, an amount equal to the taxes, assessments, or charges that would have been payable if the Land or any portion thereof was not so exempt); any payments made or necessarily to be made to discharge any encumbrances or liens existing on the Land or any portion thereof at the time of re-vesting of title in the City or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults, or acts of the Developer, its successors or transferees; and expenditures made or obligations incurred with respect to the making or completion of the Development or any part thereof on the Land; and, any amounts otherwise owing the City by the Developer and its successors or transferee.

2. Second, to reimburse the City for damages to which it is entitled under this Agreement by reason of the Developer's default.

3. Third, to reimburse the Developer, its successor or
transferee, up to the amount equal to:
(a) The lesser of the reasonable cost or fair
market value of the improvements the
Developer has placed on the Land or
applicable portion thereof at the Developer’s
cost; less
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(b) the sum of (i) any gains or income
withdrawn or made by the Developer from
the Land or applicable portion thereof, or the
improvements thereon; plus (ii) the amount
of any liens on the Land.

4. Fourth, any balance remaining after such
reimbursements shall be retained by the City as its property.

The rights established in this Section are to be interpreted in light of the fact that the City will convey the Land to the Developer for development and not for speculation.

Notwithstanding anything to the contrary set forth herein, prior to exercising any remedies, City shall give a copy of any notice of default to the limited partner of Developer at the address provided to City in writing. The limited partner shall have the right, but not the obligation, to cure the default within the time periods provided to Developer for such cure, provided, however if the default is not capable of being cured within such period, or in order to effectuate a cure, the limited partner must remove the general partner of Developer, then the limited partner shall have such additional time to cure the default as reasonably necessary so long as the limited partner promptly commences and diligently completes such removal and then promptly commences and diligently completes the cure.

6.3 No Speculation. The rights established in this Article are to be interpreted in light of the fact that the City will convey the Land to Developer for development and operation of the Project thereon and not for speculation in undeveloped land or for construction of different improvements.

6.4 No Personal Liability. No representative, agent, attorney, consultant, or employee of the City shall personally be liable to the Developer or any successor in interest of Developer, in the event of any Default or breach by the City, or for any amount which may become due to Developer or any successor in interest, on any obligation under the terms of this Agreement. No partner, member, director, officer or employee of Developer shall have any personal liability to the City in the event of any Default or breach by Developer or for any amount which may become due to City or any successor in interest, on any obligation under the terms of this Agreement.

6.5 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or any other default by the non-defaulting Party; provided, however, that liquidated damages specified herein shall constitute the sole damages recoverable for the default giving rise to such liquidated damages.

6.6 Inaction Not a Waiver of Default. Any failures or delays by either Party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such Party of its rights to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce -20-
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any such rights or remedies. The acceptance by a Party of less than the full amount due from the other party shall not constitute a waiver of such Party’s right to demand and receive the full amount due, unless such Party executes a specific accord and satisfaction.

6.7 Force Majeure. Following the Close of Escrow, and notwithstanding anything to the contrary in this Agreement, nonperformance of a construction obligation/deadline shall be extended to the extent performance is prevented or delayed by reason of any of the following forces reasonably beyond the control of such party (a “Force Majeure Delay”): (i) failure to perform by Developer affecting all similar works of construction in the Compton, California, area, attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto), civil disturbance, future order claiming jurisdiction, act of the public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; and (ii) delay attributable to severe weather, lightning, earthquake, fire, storm, hurricane, tornado, flood, washout, explosion, or any other similar industry-wide cause beyond the reasonable control of the party from whom performance is required, or any of its contractors or other representatives. Any prevention, delay or stoppage due to any Force Majeure Delay shall excuse the performance of the party affected for a period of time equal to any such prevention, delay or stoppage provided that the Party claiming the Force Majeure Delay notifies the other Party of the Force Majeure Delay within a reasonable time (not to exceed ten business days) after the commencement of the Force Majeure Delay.

6.8 Plans and Data. If this Agreement is terminated as a result of a Developer default, then Developer shall deliver to the City, without cost or expense to the City, copies of any and all maps, architecture, engineering, subdivision approvals, permits, entitlements, rights, contracts, plans, drawings, studies, designs, reports, surveys, and data pertaining to the Project and its development (collectively, “Site Designs”) which are in the possession of Developer.

7. INSURANCE; INDEMNITY.

7.1 Insurance.

7.1.1 Developer shall obtain and maintain at no cost or expense to the City, with a reputable and financially responsible insurance company reasonably acceptable to the City: (i) after the opening of the Project for business, commercially reasonable casualty insurance for the Improvements in an amount not less than the replacement cost of the Improvements (subject to commercially reasonable deductibles) with a reasonable inflation rider; (ii) from and after the Close of Escrow, commercial broad form general liability insurance, insuring against claims and liability for bodily injury, death, or property damage arising from the construction, use, occupancy, condition, or operation of the Land, which liability insurance shall provide combined single limit protection of at least $2,000,000 and shall include a reasonable inflation rider, contractual liability coverage and products and completed operations coverage, and (iii) from and after the Close of Escrow, commercial automobile liability insurance of at least $1,000,000 combined single limit. Such liability insurance policies shall name the City and the City and their council members, board members, officers, agents and employees as additional insureds.
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7.1.2 Before commencement of any demolition or construction work by Developer on any portion of the Land owned by Developer, Developer shall obtain and maintain in force until completion of such work (i) “all risk” builder’s risk insurance, including coverage for vandalism and malicious mischief, in a form and amount and with a company reasonably acceptable to the City, and (ii) workers’ compensation insurance covering all persons employed by Developer in connection with work on the Project, or any portion thereof. During the construction of Improvements on any portion of the Land by Developer, such builder’s risk insurance shall cover improvements in place and all material and equipment at the job site furnished under contract, but shall exclude contractors’, subcontractors’, and construction managers’ tools and equipment and property owned by contractors’ and subcontractors’ employees.

7.1.3 Each architect and each engineer engaged by Developer shall provide professional liability insurance with a limit of liability of at least One Million Dollars ($1,000,000.00).

7.1.4 Developer shall also furnish or cause to be furnished to the City evidence satisfactory to the City that any contractor with whom it has contracted for the performance of work on the Land or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law.

7.1.5 With respect to each policy of insurance required above, Developer and each of Developer’s general contractors, engineers and architects shall furnish to the City a certificate on the insurance carrier’s form setting forth the general provisions of the insurance coverage promptly after written request by City showing the additional insureds. The certificate shall also be furnished by Developer prior to commencement of construction of any Improvements.

7.1.6 All such policies required by this Section shall contain (i) language to the effect that the policies cannot be cancelled or materially changed except after thirty (30) days’ written notice by the insurer to the City, and (ii) a waiver of the insurer of all rights of subrogation against the City and the other additional insureds. All such insurance shall have deductibility limits which shall be commercially reasonable.

7.2 Indemnity. From and after the execution of this Agreement, Developer hereby agrees to indemnify, defend, protect, and hold harmless the City and the Compton Housing Authority (as a third party beneficiary) and any and all agents, employees, representatives, council members, board members, consultants, and offices of the City and the Compton Housing Authority, from and against all losses, liabilities, claims, damages (including foreseeable or unforeseeable consequential damages), penalties, fines, forfeitures, costs and expenses (including all reasonable out-of-pocket litigation costs and reasonable attorneys’ fees) and demands of any nature whatsoever, related directly or indirectly to, or arising out of or in connection with:
(i) the validity of this Agreement;
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(ii) the development and construction by Developer of the Improvements on the Land or the use, ownership, management, occupancy, or possession of the Land during Developer’s period of ownership of the Land, (iii) any breach or Default by Developer hereunder (subject to any liquidated damages provisions otherwise contained in this Agreement), (iv) any of Developer’s activities on the Land (or the activities of Developer’s agents, employees, lessees, representatives, licensees, guests, invitees, contractors, subcontractors, or independent contractors on the Land), regardless of whether such losses and liabilities shall accrue or are discovered before or after termination or expiration of this Agreement, except to the extent such losses or liabilities are caused by the gross negligence or willful misconduct of the City or the Compton Housing Authority; or (v) claims against City or the Compton Housing Authority under or related to Labor Code Sections 1720 et seq. or any other failure by Developer to comply with applicable law.

The City and the Compton Housing Authority may in their discretion, and at their own cost, participate in the defense of any legal action naming the City or the Compton Housing Authority. The provisions of this Section 7.2 shall survive the Close of Escrow or the termination of this Agreement.

8. REPRESENTATIONS AND WARRANTIES.

8.1 Developer Representations. Developer represents and warrants to the City as of the date of this Agreement and as of the Close of Escrow that:
(i) Developer is a limited partnership validly existing and in good standing under the laws of the State of California. (ii) Developer has duly authorized the execution and
performance of this Agreement and the execution and performance of all of the closing documents set forth herein.
(iii) Developer’s execution and performance of this
Agreement and the closing documents will not violate any provision of the Developer’s partnership agreement or any deed of trust, lease, contract, agreement, instrument, order, judgment or decree by which Developer is bound.
(iv) The Developer has not engaged a broker with respect to the purchase of the Land contemplated herein.

8.2 City Representation. The City hereby represents and warrants to the Developer that the City has not engaged a broker with respect to the purchase of the Land as contemplated herein.

9. GENERAL PROVISIONS.
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9.1 Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by reputable overnight delivery service.

Notices shall be considered given upon the earlier of (a) one business day following deposit or delivery with a nationally recognized overnight courier delivery charges prepaid, or (b) three (3) business days following after deposit or delivery shown on the return receipt in the United States mail, postage prepaid, certified mail, return receipt requested. Notices shall be addressed as provided below for the respective Party; provided that if any Party gives notice in writing of a change of name or address, notices to such Party shall thereafter be given as demanded in that notice:

City: City of Compton
205 S. Willowbrook Ave.

Compton, CA 90220
Attn: _________________
Developer:
1434 W. Compton Blvd LP
___________________________
___________________________
Attn: _______________________

9.2 Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words “person” and “party” include corporation, partnership, firm, trust, or association where ever the context so requires.

Unless otherwise required by a specific provision of this Agreement, time hereunder is to be computed by excluding the first day and including the last day. If the date for performance falls on a Saturday, Sunday, or legal holiday, the date for performance shall be extended to the next business day. All references in this Agreement to a number of days in which either party shall have to consent approve or perform shall mean calendar days unless specifically stated to be business days.

9.3 Time of the Essence. Time is of the essence of this Agreement.

9.4 Warranty Against Payment of Consideration for Agreement. Developer warrants that it has not paid or given, and will not pay or give, to any third person, any money or other consideration for obtaining this Agreement, other than normal costs of conducting business and costs of professional services such as architects, engineers and attorneys.

9.5 Attorneys’ Fees. If any Party brings an action to enforce the terms hereof or declare its rights hereunder, the prevailing Party in any such action shall be entitled to its reasonable attorneys’ fees to be paid by the losing Party as fixed by the court. If either the City or the City is made a Party to any litigation instituted by or against Developer or to any litigation attacking the validity of this Agreement, then Developer shall indemnify and defend the City and the City against, and save them harmless from, all costs, expenses (including reasonable attorneys’ fees), claims, liabilities, damages and losses incurred by the City and/or the City in -24-
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connection with such litigation provided, however, that in no event shall the Developer be obligated to pay any damages awarded to any person or entity that result from the gross negligence or willful misconduct of the City or the City.

9.6 Entire Agreement; Waivers and Amendments. This Agreement, together with all attachments and exhibits hereto, and all agreements executed pursuant hereto, constitutes the entire understanding and agreement of the Parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the Parties with respect to the subject matter hereof. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party, shall be of any effect unless it is in writing and executed by the Party to be bound thereby. No person is authorized to make, and by execution hereof Developer and the City acknowledge that no person has made, any representation, warranty, guaranty or promise except as expressly set forth herein; and no agreement, statement, representation or promise made by any such person which is not contained herein shall be valid or binding on Developer or the City.

9.7 Severability. Each and every provision of this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof shall to any extent be held to be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is invalid or unenforceable, shall not be affected hereby, and each term and provision of this Agreement shall be valid and shall be enforced to the extent permitted by law.

9.8 Headings. All section headings and subheadings are inserted for convenience only and shall have no effect on the construction or interpretation of this Agreement.

9.9 No Third Party Beneficiaries other than the City. The City is a third party beneficiary of this Agreement. This Agreement is made and entered into for the sole protection and benefit of the Parties, the City and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

9.10 Governing Law; Jurisdiction; Service of Process. This Agreement and the rights of the Parties shall be governed by California law. The Parties consent to the exclusive jurisdiction of the California Superior Court for the County of Los Angeles. If any legal action is commenced by City against Developer, service of process may be made by personal service upon _____________, or in such other manner as may be provided by law.

9.11 Assignability. Except as otherwise expressly provided in Section 4..1.1, Developer may not assign, transfer or convey its rights and obligations under this Agreement without the prior written consent of the City, which City may withhold in its sole and absolute discretion.
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9.12 Survival. The provisions hereof shall not merge into, but rather shall survive, any conveyance hereunder (including, without limitation, the delivery and recordation of the Grant Deed) and the delivery of all consideration.

9.13 City Actions; City Manager Authority. In addition to any provisions of this Agreement that gives the City Manager the authority to make decisions and grant approvals, the City hereby authorizes the City Manager to deliver such approvals, consents as are contemplated by this Agreement, waive requirements under this Agreement, and modify this Agreement, on behalf of the City provided that the applicable approval, consent, waiver or modification is not substantial (i.e., does not change the fundamental business transaction between the Developer and the City).

9.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the day and year first above written.

CITY:

CITY OF COMPTON
By: _______________________________
Print Name:_________________________
Title:______________________________
ATTEST:
_________________________
___________________, City Clerk
APPROVED AS TO FORM:

By: __________________________
______________, City Attorney
DEVELOPER:
1434 W. COMPTON BLVD LP,
a California limited partnership
By: CRCD LLC, a California limited liability company,
its managing general partner
By: Coalition for Responsible Community Development,
a California nonprofit public benefit corporation,
its sole member and manager
By: ___________________________________
Mark Wilson, President
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EXHIBIT “A”

LEGAL DESCRIPTION OF LAND

THE LAND IN THE CITY OF COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

LOTS 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 AND 20 AND THE NORTH 18 FEET OF LOTS 32, 33, 34, 35 AND 36, ALL IN BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGES 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM 1/12TH OF ALL MINERALS AND RIGHTS IN RELATION

THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 32, 33 AND 34, AS RESERVED BY CAPITAL COMPANY, IN DEED RECORDED APRIL 21, 1938 IN BOOK 15753, PAGE 88, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/2 OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 18, 19 AND 20 AS RESERVED BY T. J. NESTOR, IN DEED RECORDED IN BOOK 10831, PAGE 350, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/12TH OF ALL MINERAL RIGHTS, INCLUDING ALL OIL, GAS,

ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED BAY CAPITAL COMPANY, A CORPORATION, IN DEED RECORDED IN BOOK 18019, PAGE 135, OF OFFICIAL RECORDS, AS TO LOTS 35 AND 36.

ALSO EXCEPT FROM LOTS 10 AND 11, 1/12TH OF ALL MINERALS AND RIGHTS IN

RELATION THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES AS RESERVED IN DEED RECORDED NOVEMBER 12, 1947, AS INSTRUMENT NO. 276, OF OFFICIAL RECORDS.

ALSO EXCEPT AN UNDIVIDED 9/10TH OF ALL OIL, GAS AND OTHER

HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM T.J. NESTOR, A WIDOWER, RECORDED DECEMBER 1, 1947 AS INSTRUMENT NO. 159 AND AS INSTRUMENT NO. 160, OFFICIAL RECORDS, AS TO LOT 14.

PARCEL 2:

LOTS 21, 22, 23, 24 AND 25 OF BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGE(S) 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THAT PORTION OF LOT 25 IN SAID BLOCK "F", DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, A DISTANCE OF 9.49 FEET

TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A -A-2-
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RADIUS OF 10 FEET; TANGENT TO SAID EASTERLY LINE AND TANGENT TO THE NORTHERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID CURVE

15.19 FEET TO SAID NORTHERLY LINE; THENCE EASTERLY LINE 9.49 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM SAID LOT 21, AS UNDIVIDED ONE-HALF INTEREST IN AND

TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND BONUSES,

CASH OR OTHERWISE, THE GRANTEE, HI HEIRS, EXECUTORS, ADMINISTRATORS

OR ASSIGNS MAY RESERVE TO OR RECEIVE FOR HIMSELF OR THEMSELVES

FROM OR BY REASON OF ANY LEASE THAT HE OR THEY MAY MAKE FOR THE

DEVELOPMENT OF OIL, GAS AND OTHER HYDROCARBON SUBSTANCES FOR SAID LAND AND NO LEASE.

FOR THE PRODUCTION OF ANY SUCH PRODUCTS THEREFROM BE MADE UNLESS

THE GRANTOR, OR HIS HEIRS OR HIS EXECUTORS, ADMINISTRATORS OR

ASSIGNS, JOIN IN THE EXECUTION OF SAME, AS RESERVED IN A DEED FROM CARRIE E. SHEARER, RECORDED IN BOOK 11919, PAGE 93, OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM TWO AND ONE-HALF PERCENT OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES SAVED AND PRODUCED FROM SAID LOT 22, AS RESERVED IN THE DEED FROM T.J. NESTOR, RECORDED IN BOOK 7329, PAGE 349, OF OFFICIAL RECORDS.
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EXHIBIT “B”

SCHEDULE OF PERFORMANCE
This Schedule of Performance requires the submission of plans or other documents at specific times. Some of the submissions are not described in the text of the Agreement. Such plans or other documents, as submitted, must be complete and adequate for review by the City or other applicable governmental entity when submitted. Prior to the time set forth for each particular submission, the Developer shall consult with City staff informally as necessary concerning such submission in order to assure that such submission will be complete and in a proper form within the time for submission set forth herein.

Action Date / Deadline
Items 1 – 9 Relate to Developer Actions and Requirements Prior to the Close of Escrow

1. Opening of Escrow. The Parties
shall open escrow with the
Escrow Holder.

Within five (5) business days after the
execution and delivery of the DDA.

2. Tax Credit Award. Evidence of
tax credit award to be delivered to
City.

September 30, 2024 (which may be
extended by the City Manager in writing
for up to one year, with extension of the
Closing Date, if Developer shall have
properly applied in every tax credit round
but has not received an award of tax
credits)

3. Preliminary Project Budget. The
Developer shall submit a
preliminary Project Budget for the
Improvements.

December 15, 2023

4. Preliminary Plans. Developer
shall submit preliminary Plans
and Specifications to the City.

December 15, 2023

5. Final Plans and Specifications.

The Developer shall submit the
Final Plans and Specifications for
City approval.

Within 90 days after the City’s execution
and delivery of the DDA.

6. Building Permits. The Developer
shall obtain the Building Permit
for the construction of the
Improvements, except payment of
fees, which may occur by the date
that is 20 days after Close of
Escrow.

By Close of Escrow.
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Action Date / Deadline

7. Insurance. The Developer shall
submit evidence of liability
insurance to the City.

Prior to the Close of Escrow.

Items 9 – 13 Relate to the Conveyance of the Land and Developer Actions and Requirements After the Close of Escrow

8. Close of Escrow. The Developer
shall purchase the Land from the
City
No later than March 31, 2025.

9. Section 2.11 Deadline. Developer
shall satisfy the requirements of
Section 2.11 or shall upon written
request of City grant deed the
Land and improvements back to
City free of all liens and
encumbrances created by
Developer
By the date that is 20 days after the Close
of Escrow.

10. Commencement of Construction.

Developer shall substantially
commence the Improvements.

By the date that is 30 days after satisfaction
of Section 2.11 requirements.

11. Completion of Grading.

Developer shall substantially
complete the grading for the
Project.

By the date that is 90 days after satisfaction
of Section 2.11 requirements.

12. Commencement of Vertical
Construction. Developer shall
commence vertical construction.

By the date that is 120 days after
satisfaction of Section 2.11 requirements.

13. Qualification for Certificate of
Completion. The Project shall
qualify for a Certificate of
Occupancy.

No later than 24 months after satisfaction
of Section 2.11 requirements.
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EXHIBIT “C”

SCOPE OF DEVELOPMENT
Seventy-five (75) rental housing units, including one on-site manager’s unit and 74 units of rental housing for very low and extremely low income households, which includes thirty-seven (37) supportive housing units.

The units include 18 two bedroom units; 27 one bedroom units; and 30 studio units. (The manager’s unit is a 2 bedroom unit.) Each unit must have one bathroom, and a kitchen (with stovetop, sink and refrigerator).

The Improvements/Project must include:
25 parking spaces in a secure rear lot;
three electric vehicle charging stations;
two ADA compliant parking spaces;
36 long term bicycle storage/parking spaces;
4 short term bicycle storage/parking spaces;
multi-purpose court with amphitheater seating;
high masonry block wall on south border;
At least 2,354 square feet of supportive service areas, including supportive service provider space of 454 square feet; conference room of 332 square feet; community room of 1,068 square feet; and learning center of 400 square feet.

At least 12,500 square feet for the courtyard, basketball court, landscape area, BBQ/open air seating and Skydeck
Rec room.

Landscaping, barbecues and tot lot.

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EXHIBIT “D”

FORM OF GRANT DEED
Recording Requested by and when recorded return to
and mail tax statements to:
1434 W. Compton Blvd LP
___________________________
___________________________
APNs: 6142-006-901 and 902
Exempt from Recording Fees Pursuant to
Government Code Section 27383

GRANT DEED
The undersigned grantor(s) declare(s):

Documentary transfer tax is $0.00; conveyance for no purchase price/monetary consideration.

Property is in the City of Compton.

FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF COMPTON, acting as the Successor Housing Agency to the former Community Redevelopment Agency (“Grantor”) hereby GRANTS to 1434 W. COMPTON BLVD LP, a California limited partnership (“Grantee”) the real property described in Exhibit “A” attached hereto, subject to all matters of record and all matters that would be revealed by an inspection of the real property.

1. As provided in, and subject to the provisions contained in, Sections 2.11 and 6.2.2 of the Disposition and Development Agreement entered into by and between Grantor and Grantee dated as of ________, 2023 (the “Agreement”), the Grantor has certain rights, at its option, to reenter and take possession of the real property hereby conveyed, with all improvements thereon and to terminate and revest in Grantor the real property hereby conveyed to the Grantee (or its successors in interest). A copy of the Agreement is available for public inspection at the offices of the Grantor at 205 S. Willowbrook, Ave., Compton, CA 90220.

2. The Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease, pledge or encumbrance of the DDA, or the Land or the Improvements or Project (as defined therein) or any part thereof, or of other ownership interest in the Grantee in violation of the DDA, which contains restrictions on the assignment of the DDA and the conveyance/transfer of the real property. -D-2-
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3. All covenants contained in this Grant Deed shall run with the land and shall be binding for the benefit of Grantor and its successors and assigns and such covenants shall run in favor of the Grantor and for the entire period during which the covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land adjacent to the Land or interest in such adjacent land or any other land. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies available under the Agreement or at law or in equity. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successors and assigns.

IN WITNESS WHEREOF, the undersigned has executed this Grant Deed as of the date set forth below.

Dated: ________________________
CITY OF COMPTON, acting as the Successor
Housing Agency to the former Community
Redevelopment Agency
By: _____________________________________
Print Name: ______________________________
Title: ____________________________________
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C1658-0001\2878464v3.doc
EXHIBIT “A” TO GRANT DEED

LEGAL DESCRIPTION

THE LAND IN THE CITY OF COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

LOTS 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 AND 20 AND THE NORTH 18 FEET OF LOTS 32, 33, 34, 35 AND 36, ALL IN BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGES 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM 1/12TH OF ALL MINERALS AND RIGHTS IN RELATION

THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 32, 33 AND 34, AS RESERVED BY CAPITAL COMPANY, IN DEED RECORDED APRIL 21, 1938 IN BOOK 15753, PAGE 88, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/2 OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 18, 19 AND 20 AS RESERVED BY T. J. NESTOR, IN DEED RECORDED IN BOOK 10831, PAGE 350, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/12TH OF ALL MINERAL RIGHTS, INCLUDING ALL OIL, GAS,

ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED BAY CAPITAL COMPANY, A CORPORATION, IN DEED RECORDED IN BOOK 18019, PAGE 135, OF OFFICIAL RECORDS, AS TO LOTS 35 AND 36.

ALSO EXCEPT FROM LOTS 10 AND 11, 1/12TH OF ALL MINERALS AND RIGHTS IN

RELATION THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES AS RESERVED IN DEED RECORDED NOVEMBER 12, 1947, AS INSTRUMENT NO. 276, OF OFFICIAL RECORDS.

ALSO EXCEPT AN UNDIVIDED 9/10TH OF ALL OIL, GAS AND OTHER

HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM T.J. NESTOR, A WIDOWER, RECORDED DECEMBER 1, 1947 AS INSTRUMENT NO. 159 AND AS INSTRUMENT NO. 160, OFFICIAL RECORDS, AS TO LOT 14.

PARCEL 2:

LOTS 21, 22, 23, 24 AND 25 OF BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGE(S) 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THAT PORTION OF LOT 25 IN SAID BLOCK "F", DESCRIBED AS FOLLOWS:
-D-4-
C1658-0001\2878464v3.doc
BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, A DISTANCE OF 9.49 FEET

TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 10 FEET; TANGENT TO SAID EASTERLY LINE AND TANGENT TO THE NORTHERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID CURVE

15.19 FEET TO SAID NORTHERLY LINE; THENCE EASTERLY LINE 9.49 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM SAID LOT 21, AS UNDIVIDED ONE-HALF INTEREST IN AND

TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND BONUSES,

CASH OR OTHERWISE, THE GRANTEE, HI HEIRS, EXECUTORS, ADMINISTRATORS

OR ASSIGNS MAY RESERVE TO OR RECEIVE FOR HIMSELF OR THEMSELVES

FROM OR BY REASON OF ANY LEASE THAT HE OR THEY MAY MAKE FOR THE

DEVELOPMENT OF OIL, GAS AND OTHER HYDROCARBON SUBSTANCES FOR SAID LAND AND NO LEASE.

FOR THE PRODUCTION OF ANY SUCH PRODUCTS THEREFROM BE MADE UNLESS

THE GRANTOR, OR HIS HEIRS OR HIS EXECUTORS, ADMINISTRATORS OR

ASSIGNS, JOIN IN THE EXECUTION OF SAME, AS RESERVED IN A DEED FROM CARRIE E. SHEARER, RECORDED IN BOOK 11919, PAGE 93, OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM TWO AND ONE-HALF PERCENT OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES SAVED AND PRODUCED FROM SAID LOT 22, AS RESERVED IN THE DEED FROM T.J. NESTOR, RECORDED IN BOOK 7329, PAGE 349, OF OFFICIAL RECORDS.
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A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.

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

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

WITNESS my hand and official seal.

Signature (Seal)
-E-1-
C1658-0001\2878464v3.doc
EXHIBIT “E”

FORMS OF HOUSING AGREEMENT (DENSITY BONUS) AND ADDITIONAL HOUSING AGREEMENT; FORM OF NOTICE OF AFFORDABILITY
RESTRICTIONS]
(Attached.)
-F-1-
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C1658-0001\2880529v2.doc

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Compton
205 S. Willowbrook Ave.

Compton, CA 90220
Attn: _________________

With a copy to:

1434 W. Compton Blvd LP
c/o Coalition for Responsible Community
Development
2415 South Central Ave.

Los Angeles, CA 90011
Attn: Mark Wilson

SPACE ABOVE THIS LINE FOR RECORDER’S USE
FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE §6103

NOTICE OF AFFORDABILITY RESTRICTIONS

IMPORTANT NOTICE TO OWNERS, PURCHASERS, TENANTS, LENDERS,

BROKERS, ESCROW AND TITLE COMPANIES, AND OTHER PERSONS,

REGARDING AFFORDABLE HOUSING RESTRICTIONS ON THE REAL
PROPERTY DESCRIBED IN THIS NOTICE: RESTRICTIONS HAVE BEEN RECORDED

WITH RESPECT TO THE P ROPERTY DESCRIBED BELOW WHICH RESTRICT

OCCUPANCY TO EXTREMELY LOW INCOME HOUSEHOLDS AND THE RENTS WHICH MAY BE CHARGED. THESE RESTRICTIONS MAY LIMIT THE RENTS FOR EACH UNIT TO AN AMOUNT WHICH IS LESS THAN FAIR MARKET RENT. THESE

RESTRICTIONS LIMIT THE INCO ME OF PERSONS AND HOUSEHOLDS WHO ARE PERMITTED TO RENT AND OCCUPY THE UNITS.

This NOTICE OF AFFORDABILITY RESTRICTIONS (the “Notice”), is dated as of ___________, ___, 20 2__, and is executed by 1434 W. COMPTON BLVD LP , a California limited partnership (“Owner”), whose address is c/o Coalition for Responsible Community Development, 2415 South Central Ave., Los Angeles, CA 90011, Attn: Mark Wilson , and by the CITY OF COMPTON (the “City”) in connection with that certain Housing Agreement between Owner and the City dated substantially concurrently herewith and recorded in the Official Records of Los Angeles County substantially concurrently herewith (the “Housing Agreement”).

RECITALS
A. Owner owns the land described on Exhibit “A” in the City of Compton, State of California and the improvements thereon (the “Property”).

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C1658-0001\2880529v2.doc
B. Owner and City are entering into and recording the Housing Agreement substantially concurrently herewith, which relates to and encumbers the Property.

C. Capitalized terms used herein but not defi ned shall have the meaning set forth in the Housing Agreement.

TERMS OF NOTICE

1. Requirement for Recorded Notice . This Notice is being executed and recorded pursuant to California Health and Safety Code Section 33334.3(f)(3)(B).

2. Housing Agreement ( Regulatory Agreement ). This Notice is being recorded substantially concurrently with the recordation of the Housing Agreement, which is incorporated herein by reference.

3. General Recitation of Affordability Restrictions; Term . The Housing Agreement restricts the o ccupancy of thirty-seven (37) rental units on the Property to occupancy by extremely low income households as their principal residence at an affordable rent (as more particularly described in and required by the Housing Agreement), and in compliance with California Health & Safety Code Sections 50053 and 50106, and Title 25 of the California Code of Regulations Section 6910, et. seq., for a term commencing on the date thereof and continuing until fifty-five (55) years after issuance of a Certificate of Occupancy by the City of Compton for the improvements required to be made by Owner to the Property under that certain Disposition and Development Agreement between Owner and City d ated _______________, 2023 . An additional unit is restricted to be used by an on-site manager as his/her residence.

4. Summary of Affordable Housing Restrictions . The Housing Agreement restricts the occupants (tenants) of the apartments on the Property to extremely low income households and restrict the amount of rent which may be charged for the apartment, as follows:
(a) The thirty-seven units shall be restricted to households whose income does not exceed thirty percent (30%) of Area Median Income (as defined below), adjusted by family size appropriate to the unit. (b) Such units consist of thirty (30) studio units; five (5) one-bedroom units; and two (2) two-bedroom units;
(c) One (1) two-bedroom unit shall be used solely as an on -site manager’s unit.
“Adjusted by family size appropriate to the unit” shall hav e the meaning set forth in California Health and Safety Code Section 50052.5(h) . “Area Median Income” shall have the meaning set forth in California Health and Safety Code Section 50106.

Rent Restrictions: Rent is restricted to an “affordable” rent for ext remely low- income households pursuant to Section 50053(b) of the
California Health & Safety Code.

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This Notice does not contain a full description of the details of all of the terms and conditions of the Housing Agreement. You will need to obtain and read the Housing Agreement to fully understand the restrictions and requirements which apply to the Property.

IN WITNESS WHEREOF, this Notice has been executed and made effective on the day and year first above written.

CITY:

CITY OF COMPTON
By:
____________________, City Manager

OWNER:
1434 W. COMPTON BLVD LP,
a California limited partnership

By: CRCD LLC, a California limited liability company,
its managing general partner

By: Coalition for Resp onsible Community
Development, a California nonprofit public benefit
corporation, its sole member and manager

By: ___________________________________
Mark Wilson, President

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

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

WITNESS my hand and official seal.

Signature (Seal)

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

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C1658-0001\2880529v2.doc

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

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

WITNESS my hand and official seal.

Signature (Seal)

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

Exhibit “A”

C1658-0001\2880529v2.doc
EXHIBIT “A”

LEGAL DESCRIPTION OF LAND

THE LAND IN THE CITY OF COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

LOTS 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 AND 20 AND THE NORTH 18 FEET OF LOTS 32, 33, 34, 35 AND 36, ALL IN BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGES 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM 1/12TH OF ALL MINERALS AND RIGHTS IN RELATION

THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 32, 33 AND 34, AS RESERVED BY CAPITAL COMPANY, IN DEED RECORDED APRIL 21, 1938 IN BOOK 15753, PAGE 88, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/2 OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 18, 19 AND 20 AS RESERVED BY T. J. NESTOR, IN DEED RECORDED IN BOOK 10831, PAGE 350, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/12TH OF AL L MINERAL RIGHTS, INCLUDING ALL OIL, GAS,

ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED BAY CAPITAL COMPANY, A CORPORATION, IN DEED RECORDED IN BOOK 18019, PAGE 135, OF OFFICIAL RECORDS, AS TO LOTS 35 AND 36.

ALSO EXCEPT FROM LOTS 10 AND 11, 1/12 TH OF ALL MINERALS AND RIGHTS IN

RELATION THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES AS RESERVED IN DEED RECORDED NOVEMBER 12, 1947, AS INSTRUMENT NO. 276, OF OFFICIAL RECORDS.

ALSO EXCEPT AN UNDIVIDED 9/10TH OF ALL OIL, GA S AND OTHER

HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM T.J. NESTOR, A WIDOWER, RECORDED DECEMBER 1, 1947 AS INSTRUMENT NO. 159 AND AS INSTRUMENT NO. 160, OFFICIAL RECORDS, AS TO LOT 14.

PARCEL 2:

LOTS 21, 22, 23, 24 AND 25 OF BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGE(S) 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THAT PORTION OF LOT 25 IN SAID BLOCK "F", DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, A DISTANCE OF 9.49 FEET

TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A

Exhibit “A”

C1658-0001\2880529v2.doc
RADIUS OF 10 FEET; TANGENT TO SAID EA STERLY LINE AND TANGENT TO THE NORTHERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID CURVE

15.19 FEET TO SAID NORTHERLY LINE; THENCE EASTERLY LINE 9.49 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM SAID LOT 21, AS UNDIVIDED ONE -HALF INTEREST IN AND

TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND BONUSES,

CASH OR OTHERWISE, THE GRANTEE, HI HEIRS, EXECUTORS, ADMINISTRATORS

OR ASSIGNS MAY RESERVE TO OR RECEIVE FOR HIMSELF OR THEMSELVES

FROM OR BY REASON OF ANY LEASE THAT HE OR THEY MAY MAKE FOR THE

DEVELOPMENT OF OIL, GAS AND OTHER HYDROCARBON SUBSTANCES FOR SAID LAND AND NO LEASE.

FOR THE PRODUCTION OF ANY SUCH PRODUCTS THEREFROM BE MADE UNLESS

THE GRANTOR, OR HIS HEIRS OR HIS EXECUTORS, ADMINISTRATORS OR

ASSIGNS, JOIN IN THE EXECUTION OF SAME , AS RESERVED IN A DEED FROM CARRIE E. SHEARER, RECORDED IN BOOK 11919, PAGE 93, OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM TWO AND ONE -HALF PERCENT OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES SAVED AND PRODUCED FROM SAID LOT 22, AS RESERVED IN THE DE ED FROM T.J. NESTOR, RECORDED IN BOOK 7329, PAGE 349, OF OFFICIAL RECORDS.

C1658-0001\2880532v2.doc

RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO:

City of Compton
205 S. Willowbrook Ave.

Compton, CA 90220
Attn: _________________
With a copy to:
1434 W. Compton Blvd LP
c/o Coalition for Responsible Community
Development
2415 South Central Ave.

Los Angeles, CA 90011
Attn: Mark Wilson

SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
This Document is recorded for the benefit of City of Compton and is exempt from recording fees pursuant to Sections 6103, 27383 and 27388.1 of the California Government Code.

HOUSING AGREEMENT

by and between
the CITY OF COMPTON, and
1434 W. COMPTON BLVD LP

DATED AS OF _________ ____, 202__

TABLE OF CONTENTS

Page No.

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ARTICLE 1. DEFINITIONS AND INTERPRETATION ......................................................... 2

1.1 Definitions................................................................................................. 2

1.2 Rules of Construction ............................................................................... 3 ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS ............................ 3

2.1 Apartment Community and Affordable Units .......................................... 3

2.2 Residential Rental Property ...................................................................... 3

2.3 Extremely Low Income Households ......................................................... 3

2.4 Affordable Rent ........................................................................................ 4

2.5 Rent Increases ........................................................................................... 4

2.6 Income Recertification of Affordable Units ............................................. 5

2.7 Lease or Occupancy Agreement ............................................................... 5

2.8 Security Deposits ...................................................................................... 7

2.9 Additional Information ............................................................................. 8

2.10 Specific Performance ................................................................................ 8

2.11 Audit ......................................................................................................... 8

2.12 Management .............................................................................................. 8

2.13 Binding for Term ...................................................................................... 8 ARTICLE 3. TERM AND RECORDATION ............................................................................ 8

3.1 Term of Agreement ................................................................................... 8

3.2 Agreement to Record ................................................................................ 9

3.3 Early Termination of Restrictions ............................................................. 9 ARTICLE 4. DEFAULT ............................................................................................................ 9

4.1 An Event of Default .................................................................................. 9

4.2 Option to Lease ....................................................................................... 10 TABLE OF CONTENTS (cont’d)
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4.3 City Remedies ......................................................................................... 10

4.4 Action at Law .......................................................................................... 10 ARTICLE 5. GENERAL PROVISIONS ................................................................................. 10

5.1 Limitations on Recourse ......................................................................... 10

5.2 Maintenance, Repair, Alterations ........................................................... 11

5.3 Notices .................................................................................................... 11

5.4 Relationship of Parties ............................................................................ 11

5.5 No Claims ............................................................................................... 12

5.6 Conflict of Interests................................................................................. 12

5.7 Non-Liability of City Officials, Employees and Agents ........................ 12

5.8 Indemnity ................................................................................................ 12

5.9 Rights and Remedies Cumulative ........................................................... 12

5.10 Applicable Law ....................................................................................... 13

5.11 Severability ............................................................................................. 13

5.12 Legal Actions .......................................................................................... 13

5.13 Binding Upon Successors ....................................................................... 13

5.14 Time of the Essence ................................................................................ 13

5.15 Approvals by the City ............................................................................. 13

5.16 Complete Understanding of the Parties .................................................. 13

5.17 Covenants to Run With the Land ............................................................ 13

5.18 Burden and Benefit ................................................................................. 13

5.19 Counterparts ............................................................................................ 14

5.20 Amendments ........................................................................................... 14 TABLE OF CONTENTS (cont’d)
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EXHIBIT A Description of Property
EXHIBIT B Income Certification
EXHIBIT C Certificate of Continuing Compliance

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HOUSING AGREEMENT
THIS HOUSING AGREEMENT (the “ Agreement”) is dated as of ______________ ___, 202__, and is by and between the CITY OF COMPTON, a California municipal corporation (the “ City”) and 1434 W. COMPTON BLVD LP, a California limited partnership (the “Owner”). City and Owner are sometimes referred to herein individually as a “Party” and collectively as “Parties”.

RECITALS
This Agreement is predicated upon the following facts:

A. The Owner owns the land described in “Exhibit A” attached hereto (the “Property”).

B. The City and Owner have entered into that certain Disposition and Development Agreement dated ______________, 202 3 (“DDA”), pursuant to which the City conveyed the Property to the Owner for the development described in the DDA (“Development” or “Apartment Community”). Capitalized terms used but not defined herein shall have the meaning set forth in the DDA.

C. City is conveying the Property to Owner for no monetary consideration, and the Property was acquired by the City’s predecessor -in-interest using funds from tax -exempt bonds financed with former Housing Set -Aside funds held by such predecessor-in-interest (the former Compton Community Redevelopment Agency), and California law and the DDA require that the City obtain recorded restrictions on the Property and Development thereon restricting thirty- seven (37) of the apartment units on the Property to extremely low income households at an affordable rent.

D. Additionally, the Owner has applied for and obtained a density bonus from the City for the Development which permits greater density than would otherwise be required, and in exchange, the City also requires that the apartment units be so restricted, and that such restrictions not be subordinate or subordinat ed to any deeds of trust or other consensual liens.

Such restrictions are contained in a separate Housing Agreement (Density Bonus) between the City and the Owner.

E. This Agreement is the restriction agreement described in Recital C above.

NOW, THEREFORE , in consideration of the mutual covenants and undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the Owner hereby agree as follows:

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ARTICLE 1. DEFINITIONS AND INTERPRETATION.

1.1 Definitions.

Capitalized terms used herein shall have the following meanings unless the context in which they are used clearly requires otherwise.
“Affordable Units” shall mean 37 of the 75 units in the Apartment Community available to and occupied by, or held vacant for occupancy only by, Extremely Low Income Households at an Affordable Rent. The 37 units restricted by this Agreement consist of thirty (30) studio units; five (5) one-bedroom units; and two (2) two bedroom units. “Affordable Rent ” shall mean rent for an Affordable Unit, including a Reasonable Utility Allowance, determined pursuant to California Health and Safety Code Section 50053(b) and the state regulations adopted by the California Department of Housing and Community Development (“HCD”) pursuant thereto, as amended from time to time, based upon the AMI adjusted for a Household Size Appropriate to the Affordable Unit. More specifically, for each of the 37 Affordable Units reserved for Extremely Low Income Households, the maximum monthly Affordable Rent, including a Reasonable Utility Allowance, may not exceed thirty percent (30%) of thirty percent (30%) of the AMI, adjusted for a Household Size Appropriate to the Affordable Unit, divided by twelve.
“AMI” shall mean the area median income for Los Angeles County as published by the California Department of Housing and Community Development pursuant to California Health and Safety Code Section 50052.5, or successor statute, as adjusted for family size in accordance with the state regulations adopted pursuan t to California Health and Safety Code Section 50052.5.
“Extremely Low Income Household ” shall mean persons and families whose income does not exceed the qualifying limits for extremely low income households set forth in California Health and Safety Code S ection 50106 and Title 25 of the California Code of Regulations, as such statute and regulations may be amended from time to time. “Household Size Appropriate to the Affordable Unit ” in the absence of pertinent federal statutes or regulations applicable to the Apartment Community, shall have the meaning set forth in California Health and Safety Code Section 50052.5(h), as amended from time to time.
“Reasonable Utility Allowance ” shall mean a utility allowance for utilities paid by a tenant (not including telephone, internet or cable service) utilizing the utility allowance schedule published annually by the Housing Authority of the County of Los Angeles , or if not so published, then a comparable publication selected by City. “Required Covenant Period” shall mean the period commencing on the date all units in the Apartment Community have been completed as evidenced by the City’s issuance of a final Certificate of Occupancy for the Apartment Community, and ending as of the fifty-fifth (55th) anniversary thereof.

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1.2 Rules of Construction.

1.2.1 The singular form of any word used herein, including the terms defined herein shall include the plural and vice versa. The use herein of a word of any gender shall include correlative words of all genders.

1.2.2 Unless otherwise specified, references to articles, sections, and other subdivisions of this Agreement are to the designated articles, sections, and other subdivisions of this Agreement as originally executed. The words “ hereof,” “herein,” “hereunder,” and words of similar import shall refer to this Agreement as a whole.

1.2.3 All of the terms and provisions hereof shall be construed to effectuate the purposes set forth in this Agreement and to sustain the validity hereof.

1.2.4 Headings or titles of the several articles and sections hereof and the table of contents appended to copies hereof shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of the provisions hereof.

ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS.

2.1 Apartment Community and Affordable Units.

The Owner shall develop and construct the Apartment Community within a portion of the Project on the Property in conformity with the DDA. Thereafter, during the Required Covenant Period, the Owner agrees that not less than 37 units in the Apartment Community shall be Affordable Units, meaning that such 37 units shall be continually available to and occupied by, or held vacant for occupancy only by, Extremely Low Income Households.

2.2 Residential Rental Property.

The Owner covenants to operate the Apartment Community as residential rental property.

During the Required Covenant Period, the Affordable Units will be held and used for the purpose of providing residential living, and the Owner shall own, manage and operate, or cause t he management and operation of, the Apartment Community to provide such affordable rental housing. All of the rental units in the Apartment Community with the exception of one (1) two- bedroom manager’s unit, will be available for rental on a continuous ba sis to members of the general public and the Owner will not give preference to any particular class or group in renting the units in the Apartment Community, except as required under this Agreement. The Owner shall not convert any Affordable Unit(s) to co ndominiums or cooperative ownership or sell condominium or cooperative conversion rights to any Affordable Unit(s) during the term of this Agreement.

2.3 Extremely Low Income Households.

2.3.1 Income Qualification; Initial Certification . Subject to the applicable p rovisions hereof, throughout the Required Covenant Period, Affordable Units will be exclusively occupied by, or available for occupancy only by, Extremely Low Income Households as described above.

Prior to the rental or lease of an Affordable Unit and in accordance with Section 2.6 hereof, the

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Owner will obtain and maintain on file a Household Income Certification (“ Income Certification”) substantially in the form attached hereto as Exhibit “B” and incorporated herein by this reference for each Extremely L ow Income Households, and shall provide copies of same to the City at such times as the City may, from time to time, reasonably require. In addition, the Owner will provide such further information as may reasonably be required in the future by the City. The Income Certification shall be dated immediately prior to the applicable household’s initial occupancy of an Affordable Unit. The Owner shall make a good faith effort to verify that the income provided by an applicant in an Income Certification is acc urate by taking any one or more of the following steps as part of the verification process for all household members over the age of eighteen (18) as appropriate:
(i) Obtain two (2) pay stubs for the two (2) most recent pay periods; (ii) Obtain a true copy of an in come tax return for the most recent tax year in which a return was filed;
(iii) Obtain an income verification form from the household member’s current employer;
(iv) Obtain an income verification form from the Social Security Administration and/or the State Department of Social Services, or its equivalent, if the household member receives assistance from either of those agencies; (v) If the household member is unemployed and has no tax return, obtain another form of independent verification; or
(vi) Obtain such other documenta tion as may be reasonably acceptable pursuant to Title 25 of the California Code of Regulations, as amended from time to time, to verify income.

2.3.2 Certificate of Continuing Program Compliance; Annual Report ; Annual Monitoring/Administration Fee . Throughout the Required Covenant Period, the Owner will prepare and submit to the City, at such periodic frequency as the City might reasonably require, but not more than once annually, a Certificate of Continuing Compliance in substantially the form attached hereto as Exhibit “C” and incorporated herein by this reference, and executed by the Owner. The Owner will also prepare and submit to the City on or before each anniversary date of the commencement of the Required Covenant Period, and for the preceding calendar year, a report in form and substance reasonably satisfactory to the City summarizing the vacancy rate of the Apartment Community, including the number of Affordable Units held vacant for occupancy by Extremely Low Income Households for such calendar year.

2.4 Affordable Rent. Throughout the Required Covenant Period, an Affordable Rent shall be charged to the Extremely Low Income Household occupants of Affordable Units, as more specifically described above.

2.5 Rent Increases. Rents for Affordable Units may be increased not more than once per year and twelve (12) months must have elapsed since the date of the tenant’s initial occupancy or the last rent increase. The rents charged following such an increase, or upon a vacancy and new

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occupancy by an Extremely Low Income Household shall not exceed an Affordable Rent. The Owner shall, consistent with applicable law, give proper written notice to tenants of all rent increases, and upon written request, provide the City with reas onable detail concerning the amount of and rationale for such rent increases.

2.6 Income Recertification of Affordable Units . Annually, on the anniversary date of occupancy of an Affordable Unit by an Extremely Low Income Household, the Owner shall obtain and maintain on file an annual income certification, in form and substance reasonably satisfactory to the City, from each household occupying an Affordable Unit, based upon the current income of each household member over the age of eighteen (18). The Owner shall make a good faith effort to verify that the income provided by the household is accurate in accordance with Section 2.3.1, above.

2.6.1 A rental unit occupied by a household that qualifies as an Extremely Low Income Household, at the time the household fir st occupies an Affordable Unit shall be deemed to continue to be so occupied until a recertification of such household’s income demonstrates that such household no longer qualifies as an Extremely Low Income Household, as applicable. At such time as a hou sehold ceases to qualify as an Extremely Low Income Household, based on income recertification, the Owner shall designate the next available unit (one that is not occupied by a tenant) with the same number of bedrooms as the occupied Affordable Unit and it shall be leased to an Extremely Low Income Household, as applicable, so that the number of Affordable Units occupied by or reserved for occupancy by Extremely Low Income Households will remain constant. For purposes of this Agreement, such designated unit will be considered an Affordable Unit if it is held vacant and available solely for occupancy by an Extremely Low Income Household, and, upon occupancy, the income eligibility of the household as an Extremely Low Income Household is verified and the unit is rented at Affordable Rent.

2.6.2 Notwithstanding anything to the contrary contained herein, in the event of a loss or reduction of rental subsidy (project based vouchers), the maximum household income of all Affordable Units may be increased up to the maximum income permitted by California Health and Safety Code 50079.5 , adjusted for household size appropriate to the unit, but only to the extent necessary for the Project to operate at a break -even net cash flow, as reasonably determined by the City, and the maximum Affordable Rent for any Affordable Unit shall in no event exceed the maximum rent permitted by California Health and Safety Code Section 50053(b) for that income level, as adjusted for household size appropriate to the unit (collectively, the “Affordability Adjustments”). In addition, Owner may make vacant uni ts available to an income -qualifying applicant from Owner’s waiting list who does not need to qualify as a supportive housing eligible resident. The Affordability Adjustments and change in target population shall continue only until Owner has secured a su bstantially similar rental subsidy. For purposes of this Section 2.6.2, the term “break -even net cash flow” means that all gross receipts of the Project equals or exceeds all of the expenditures and mandatory debt service with respect to the operation of the Project.

2.7 Lease or Occupancy Agreement . Prior to the rental or lease of an Affordable Unit to an Extremely Low Income Household, the Owner shall require the tenant to execute a written lease or occupancy agreement. The Owner shall maintain on file thr oughout the Required Covenant Period and for a four (4) year period thereafter, the executed lease or occupancy agreement of

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each tenant occupying an Affordable Unit. The form of lease or occupancy agreement used by the Owner for the lease or rental of Af fordable Units shall be that which is reasonable and customary in residential leasing of affordable housing projects financed with low income housing tax credits and rental subsidies . In addition, each lease or occupancy agreement for an Affordable Unit shall (i) provide that the tenants of such Affordable Unit shall be subject to annual recertification of income and subject to rental increases in accordance with Sections 2.5 and 2.6 of this Agreement, and (ii) contain a provision to the effect that the O wner has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the Affordable Unit, and that any material misstatement in such certification (whether or not intentional) may be cause for immediate termination of such lease or occupancy agreement.

2.7.1 No Discrimination . Owner covenants, by and for itself and any successors in interest, that there shall be no discrimination against or segregation of any person or group of persons on ac count of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall Owner, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with ref erence to the selection, location, number, use or occupancy of tenants, lessees, subtenants, subleases or vendees in the Site.

2.7.2 Required Clauses. All deeds, subleases or contracts made relative to the Site, the improvements thereon or any part thereof, shall contain or be subject to substantially the following nondiscrimination and nonsegregation clauses:

1. In deeds:
"(1) Grantee herein covenants by and for its elf, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section 12955 of t he Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or e njoyment of the property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or oc cupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land.
(2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to app ly to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (1)."

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2. In leases: “The lessee herein covenants, by and fo r himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:
(a) That there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivis ion (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subleases, subtenants or vendees in the land herein leased.
(b) Notwithstanding paragraph (a), with respect to familial status, paragraph (a) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code. With respect to familial status, nothing in paragraph (a) sha ll be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11 and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivisions (d) of Section 51 and Section 1360 of the Civil Code and subdivision (n), (o), and (p) of Section 12955 of the Government Code shall apply to paragraph (a).”

3. In contracts: “There shall be no discrimination against or segregation of any person or group of persons on any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee, himself or herself or any person claiming unde r or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subleases, sub tenants or vendees in the land.

2.7.3 The Owner shall refrain from restricting the rental or lease of Affordable Units on the basis of race, color, religion, sex, marital status, disability, ancestry or national origin of any person.

2.7.4 The covenants established herein shall, without regard to technical clas sification and designation, be binding for the benefit and in favor of the the City, and its successors and assigns, and shall burden and run with the Property.

2.7.5 The City is the beneficiary of the terms and provisions of the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these covenants running with the land have been provided.

2.8 Security Deposits . The Owner may require security deposits on Affordable Units in amounts which are consistent with applicable law.

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2.9 Additional Information; Books and Records . The Owner shall provide any additional information concerning the Affordable Units reasonably requested by the City. The Owner will maintain complete and accurate records pertaining to the Affordable Units throughout the Covenant Period and for a four (4) year period thereafter. The City shall have the right upon written notice of no less than two (2) business days to the Owner, at any tim e during normal business hours of 9:00 am to 5:00 pm, to examine of all books, records or other documents maintained by the Owner or by any of the Owner’s agents which pertain to any Affordable Unit, including all executed leases or occupancy agreements a nd all Income Certifications, and obtain copies of any requested executed leases, occupancy agreements and Income Certifications within ten (10) business days following such examination and the City’s written request.

2.10 Specific Performance . The Owner here by agrees that specific enforcement of the Owner’s agreement to comply with the allowable rent and occupancy restrictions and covenants contained herein is one of the reasons and consideration for the City having entered into the DDA, and that, in the even t of the Owner’s breach of such requirements, potential monetary damages to the City, as well as to existing and prospective Extremely Low Income Households, would be difficult, if not impossible, to evaluate and quantify. Therefore, in addition to any other relief to which the City may be entitled as a consequence of the breach hereof, the Owner agrees to the imposition of the remedy of spe cific performance against it in the case of any event of default by the Owner in complying with any provision of this Agreement beyond any applicable notice and cure period.

2.11 Audit. The City shall have the right to perform an audit of the Apartment Communi ty to determine compliance with the provisions of this Agreement. Such audit shall not be undertaken more often than once each calendar year. All costs and expenses associated with the audit shall be paid by the Owner.

2.12 Management. The management agent o f the Owner and any other contractor of Owner who provides services to occupants of the Apartment Community shall be subject to the reasonable written approval of the City. The Owner and/or the management agent (if not the Owner) shall operate the Apartmen t Community in a manner that will provide decent, safe and sanitary residential facilities to the occupants thereof, and will comply with provisions of this Agreement. Upon the written request of the City, the Owner shall cooperate with the City in the periodic review (but not more than once each calendar year) of the management practices and financial status of the Affordable Units. The purpose of each periodic review will be to enable the City to determine if the Affordable Units are being operated and managed in accordance with the requirements and standards of this Agreement. Results of such City review shall be provided to the Owner, and the City shall have the right to require the Owner to make modifications that are reasonably necessary to ensure the objectives of this Agreement are met.

2.13 Binding for Term . It is intended by the Parties that except as otherwise expressly provided herein, the provisions of this Agreement shall apply to the Apartment Community throughout the entire term hereof, as established in Section 3.1 below.

ARTICLE 3. TERM AND RECORDATION.

3.1 Term of Agreement . This Agreement shall remain in full force and effect for the Required Covenant Period . The Parties intend that the provisions and effect of this Agreement

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and specifically of Article 2 hereof, shall remain in full force and effect for the entire Required Covenant Period.

3.2 Agreement to Record . The Owner represents, warrants, and covenants that this Agreement will be recorded in the real property records of Los Angeles County.

3.3 Early Termi nation of Restrictions . Notwithstanding the generality of the foregoing provisions of this Article 3 or any other provisions hereof, this Agreement and all of the terms and restrictions contained herein shall be suspended during involuntary noncompliance as a result of unforeseen events such as fire or act of God which leaves the entire Apartment Community uninhabitable (and the proceeds of insurance available to the Owner as a result thereof are insufficient to reconstruct the Apartment Community), or a c hange in a federal or state law or an action by the federal government, the State or a court of competent jurisdiction, after the date of recordation hereof, that prevents the City from enforcing the provisions of this Agreement, or a condemnation or a similar event.

ARTICLE 4. DEFAULT; REMEDIES.

4.1 An Event of Default. Each of the following shall constitute an “Event of Default” by the Owner under this Agreement:

4.1.1 Failure by the Owner to duly perform, comply with and observe any of the conditions, terms, or covenants of any agreement with the City concerning the Apartment Community, or of this Agreement, if such failure remains uncured thirty (30) days after written notice of such failure from the City to the Owner in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the Owner fails to commence such cure within such thirty (30) day period or thereafter fails to diligently and continuously proceed with such cure to completion. However, if a different period or notice requirement is specified under any other section of this Agreement, then the specific provision shall control.

4.1.2 Any representation or warranty contained in this Agreement or in any appli cation, financial statement, certificate, or report submitted by the Owner to the City proves to have been incorrect in any material respect when made.

4.1.3 A court having jurisdiction shall have made or rendered a decree or order:
(i) adjudging the Owner to b e bankrupt or insolvent; (ii) approving as properly filed a petition seeking reorganization of the Owner or seeking any arrangement on behalf of the Owner under the bankruptcy laws or any other applicable debtor’s relief law or statute of the United States or of any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of the Owner in bankruptcy or insolvency or for any of its properties; or (iv) directing the winding up or liquidation of the Owner, providing, however, t hat any such decree or order described in any of the foregoing subsections shall have continued unstayed or undischarged for a period of ninety (90) days.

4.1.4 The Owner shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment or execution on any substantial part of its property, unless the property so assigned, sequestered, attached, or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure

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hereunder) or prior to sale pursuant to such sequestration, attachment, or execution. If the Owner is diligently working to obtain a return or release of the property and the City’s interests hereunder are not imminently threatened in its r easonable business judgment, then the City shall not declare a default under this subsection.

4.1.5 The Owner shall have voluntarily suspended its business or dissolved.

4.1.6 The seizure or appropriation of all or, in the reasonable opinion of the City, a substantial part of the Apartment Community, except for condemnation initiated by the City or any other governmental agency or authority.

4.1.7 There should occur any default declared by any lender under any loan document or deed of trust relating to any loan made in conne ction with the Apartment Community, which loan is secured by a deed of trust or other instrument affecting the Apartment Community, and such default remains uncured following the expiration of any applicable cure period.

4.2 Option to Lease. [INTENTIONALLY OMITTED]

4.3 City Remedies. The City shall have the right to mandamus or other suit, action or proceeding at law or in equity to require the Owner to perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions hereof, provided that in any such case the City has first provided the required notice of any alleged default and the Owner has had the requisite opportunity to cure pursuant to Section 4.1.1, above.

4.4 Action at Law; No Remedy Exclusive. The City may take whatever action at law or in equity as may be necessary to enforce performance and observance of any obligation, agreement or covenant of the Owner under this Agreement. No remedy herein conferred upon or reserved by the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or by statu te. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of such right or power, but any such right or power may be exercised from time to time and as often as the City may deem expedient. In order to entitle the City to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such notice as may be herein otherwise expressly required or required by law to be given.

ARTICLE 5. GENERAL PROVISIONS.

5.1 Limitations on Recourse . Notwithstanding anything to the contrary contained in this Agreement, except in the event of fraud, waste, or illegal acts, or with regard to any indemnity obligations imposed upon the Owner under th e terms of this Agreement, (i) no partner, member, officer or director, as applicable, of the Owner (each, an “ Owner Affiliate ”) shall have any direct, indirect or derivative personal liability for the obligations of the Owner under this Agreement, and (ii ) the City shall not exercise any rights or institute any action against any Owner Affiliate directly, indirectly or derivatively for the payment of any sum of money that is or may become payable hereunder.

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5.2 Maintenance, Repair, Alterations. The Owner shall maintain and preserve the Apartment Community in good condition and repair and in a prudent and businesslike manner. The Owner shall comply with all laws, ordinances, rules, regulations, covenants, conditions, restrictions, and orders of any governmenta l authority now or hereafter affecting the conduct or operation of the Apartment Community or any part thereof or requiring any alteration or improvement to be made thereon. The Owner shall not commit, suffer, or permit any act to be done in, upon, or to the Apartment Community or any part thereof in violation of any such laws, ordinances, rules, regulations, or orders. The Owner hereby agrees that the City may conduct from time to time through representatives, upon reasonable notice of no less than twent y-four (24) hours, on -site inspections and observation of: (i) the maintenance and repair of the Apartment Community, including a review of all maintenance and repair programs and practices and all reports and records pertaining thereto, including records of expenditures relating thereto; and (ii) such other facilities, practices, and records of the Owner relating to the Affordable Units as the City reasonably deems to be necessary or appropriate in order to monitor the Owner’s compliance with the provisions of this Agreement.

5.3 Notices. All notices (other than telephone notices), certificates or other communications (other than telephone communications) required or permitted hereunder shall be sufficiently given and should be deemed given when mailed by certified mail, postage prepaid, or twenty - four (24) hours following delivery of such notice to Federal Express or similar commercial carrier for overnight or next business day delivery, addressed as follows:

If to the City:

City of Compton
205 S. Willowbrook Ave.

Compton, CA 90220
Attn: _________________
If to the Owner:
1434 W. Compton Blvd LP
c/o Coalition for Responsible Community Development
2415 South Central Ave.

Los Angeles, CA 90011
Attn: Mark Wilson

5.4 Relationship of Parties . Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between t he City and the Owner or the Owner’s agents, employees or contractors, or the City and the Owner or the Owner’s agents, employees or contractors, and the Owner shall at all times be deemed an independent contractor and shall be wholly responsible for the m anner in which it or its agents, or both, perform the services required of it by the terms of this Agreement for the operation of the Apartment Community. The Owner has and hereby retains the right to exercise full control of employment, direction, compen sation and discharge of all persons assisting in the performance of services hereunder. In regards to the on -site operation of the Apartment

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Community, the Owner shall be solely responsible for all matters relating to payment of its employees, including c ompliance with Social Security, withholding and all other laws and regulations governing such matters. The Owner agrees to be solely responsible for its own acts and those of its agents and employees.

5.5 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person the Owner may have employed or with whom the Owner may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the operation of the Affordable Units.

5.6 Conflict of Interests . No member, official or employee of the City shall make any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.

No officer or employee of the Owner shall acquire any interest in conflict with or inimical to the interests of the City.

5.7 Non-Liability of City Officials, Employees and Agents . No member, official, employee or agent of the City shall be personally liable to the Owner, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Owner or successor in connection with this Agreement or on any obligation of the City under the terms of this Agreement.

5.8 Indemnity. The Owner shall indemnify, defend and hold harmless the City and all officials, employees and agents of the City (with counsel reasonably satisfactory to the City) against any costs, liabilities, damages or judgments arising from claims or litigation of any nature whatsoever brought by third parties and directly or indirectly arising from the Owner’s ownership or operation of the Apartment Community, or the Owner’s performance of its obligations under this Agreement, and in the event of settlement, compromise or judgment hold the City free and harmless therefrom. The provisions of this Section 5.8 shall survive the term of this Agreement.

5.9 Rights and Remedies Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default by the other Party. No waiver of any default or breach by the Owner hereunder shall be implied from any omission by the City to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such wavier shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approval by the City to or of any act by the Owner requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no event constitute a cure or a waiver of any default under this Agreement, nor shall it inval idate any act done pursuant to notice of default, or prejudice the City in the exercise of any right, power, or remedy hereunder or under any agreements ancillary or related hereto.

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5.10 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California.

5.11 Severability. If any term, provision, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall co ntinue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

5.12 Legal Actions. In the event any legal action is commenced to interpret or to enfor ce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the Party not prevailing all reasonable attorneys’ fees and costs incurred in such action ( including all legal fees incurred in any appeal or in any action to enforce any resulting judgment), as awarded by a court of competent jurisdiction.

5.13 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the permitted heirs, administrators, executors, successors in interest and assigns of each of the Parties. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor, heir, administrator, executor or assign of such Party who has acquired an interest in compliance with the terms hereof or under law.

5.14 Time of the Essence. In all matters under this Agreement, time is of the essence.

5.15 Approvals by the City. Any approvals required under this Agreement to be made by the City shall be made by the City Manager or his or her designee.

5.16 Complete Understanding of the Parties . The DDA, t his Agreement and the attached Exhibits constitute the entire understanding and agreement of the Parties with respect to the matters described herein.

5.17 Covenants to Run With the Land. The Owner hereby subjects the Apartment Community to the covenants, reservations, and restrictions set forth in this Agreement. The City and the Owner hereby declare their express intent that the covenants, reservations, an d restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner’s successors in title to the Apartment Community; provided, however, that on the termination of this Agreement said covenants, r eservations and restrictions shall expire.

Each and every contract, deed or other instrument hereafter executed covering or conveying the Apartment Community or any portion thereof shall conclusively be held to have been executed, delivered and accepted s ubject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. No breach of any of the provisions of this Agreement shall defeat or re nder invalid the lien of a mortgage or deed of trust made in good faith and for value encumbering the Property or any interest of the Owner therein.

5.18 Burden and Benefit . The City and the Owner hereby declare their understanding and intent that: (i ) the burden of the covenants, reservations, restrictions, and agreements set forth herein touch and concern the Property and the Apartment Community, in that Owner’s legal

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interest in the Apartment Community is rendered less valuable thereby, (ii) the cov enants, reservations, restrictions, and agreements set forth herein directly benefit the Property and the Apartment Community (a) by enhancing and increasing the enjoyment and use of the Apartment Community by certain Extremely Low Income Households, the i ntended beneficiaries of such covenants, reservations, restrictions, and agreements, (b) by making possible the obtaining of advantageous financing for the Property and the Apartment Community, and (c) by furthering the public purposes advanced by the City, and (iii) the covenants, reservations, restrictions and agreements set forth herein shall run with the Property and shall be binding for the benefit of and enforceable by the City and its successors and assigns for the entire term of this Agreement.

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

5.20 Amendments. This Agreement may be amended only by the written agreement of the the City and the Owner.

WHEREFORE, the undersigned has executed this Agreement as of the date first -above written.

CITY:

CITY OF COMPTON
By:

Name:

Title:

ATTEST:

Anthony J. Mejia, City Clerk

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DEVELOPER:
1434 W. COMPTON BLVD LP,
a California limited partnership

By: CRCD LLC, a California limited liability company,
its managing general partner

By: Coalition for Responsible Community Development,
a California nonprofit public benefit corporation,
its sole member and manager

By:________________________
Mark Wilson, President

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________, 202 __, before me,
________________________________________________,
(insert name and title of the officer)
Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A Not ary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________, 202 __, before me,
________________________________________________,
(insert name and title of the officer)
Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A No tary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________, 202 __, before me,
________________________________________________,
(insert name and title of the officer)
Notary Public, personally appeared ___________________________________________ _____, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/ her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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EXHIBIT “A”

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND IN THE CITY OF COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

LOTS 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 AND 20 AND THE NORTH 18 FEET OF LOTS 32, 33, 34, 35 AND 36, ALL IN BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGES 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM 1/12TH OF ALL MINERALS AND RIGHTS IN RELATION

THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 32, 33 AND 34, AS RESERVED BY CAPITAL COMPANY, IN DEED RECORDED APRIL 21, 1938 IN BOOK 15753, PAGE 88, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/2 OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 18, 19 AND 20 AS RESERVED BY T. J. NESTOR, IN DEED RECORDED IN BOOK 10831, PAGE 350, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/12TH OF ALL MINERAL RIGHTS, INCLUDING ALL OIL, GAS,

ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED BAY CAPITAL COMPANY, A CORPORATION, IN DEED RECORDED IN BOOK 18019, PAGE 135, OF OFFICIAL RECORDS, AS TO LOTS 35 AND 36.

ALSO EXCEPT FROM LOTS 10 AND 11, 1/12TH OF ALL MINERALS AND RIGHTS IN

RELATION THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES AS RESERVED IN DEED RECORDED NOVEMBER 12, 1947, AS INSTRUMENT NO. 276, OF OFFICIAL RECORDS.

ALSO EXCEPT AN UNDIVIDED 9/10TH OF ALL OIL, GAS AND OTHER

HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM T.J. NESTOR, A WIDOWER, RECORDED DECEMBER 1, 1947 AS INSTRUMENT NO. 159 AND AS INSTRUMENT NO. 160, OFFICIAL RECORDS, AS TO LOT 14.

PARCEL 2:

LOTS 21, 22, 23, 24 AND 25 OF BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGE(S) 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THAT PORTION OF LOT 25 IN SAID BLOCK "F", DESCRIBED AS FOLLOWS:

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BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, A DISTANCE OF 9.49 FEET

TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A RADIUS OF 10 FEET; TANGENT TO SAID EASTERLY LINE AND TANGENT TO THE NORTHERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID CURVE

15.19 FEET TO SAID NORTHERLY LINE; THENCE EASTERLY LINE 9.49 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM SAID LOT 21, AS UNDIVIDED ONE -HALF INTEREST IN AND

TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND BONUSES,

CASH OR OTHERWISE, THE GRANTEE, HI HE IRS, EXECUTORS, ADMINISTRATORS

OR ASSIGNS MAY RESERVE TO OR RECEIVE FOR HIMSELF OR THEMSELVES

FROM OR BY REASON OF ANY LEASE THAT HE OR THEY MAY MAKE FOR THE

DEVELOPMENT OF OIL, GAS AND OTHER HYDROCARBON SUBSTANCES FOR SAID LAND AND NO LEASE.

FOR THE PRODUCTION OF ANY SUCH PRODUCTS THEREFROM BE MADE UNLESS

THE GRANTOR, OR HIS HEIRS OR HIS EXECUTORS, ADMINISTRATORS OR

ASSIGNS, JOIN IN THE EXECUTION OF SAME, AS RESERVED IN A DEED FROM CARRIE E. SHEARER, RECORDED IN BOOK 11919, PAGE 93, OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM TWO AND ONE -HALF PERCENT OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES SAVED AND PRODUCED FROM SAID LOT 22, AS RESERVED IN THE DEED FROM T.J. NESTOR, RECORDED IN BOOK 7329, PAGE 349, OF OFFICIAL RECORDS.

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EXHIBIT “B”

HOUSEHOLD INCOME CERTIFICATION
(Attached)

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EXHIBIT “C”

CERTIFICATE OF CONTINUING COMPLIANCE
(Attached)

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RECORDING REQUESTED BY, AND
WHEN RECORDED RETURN TO:

City of Compton
205 S. Willowbrook Ave.

Compton, CA 90220
Attn: _________________
With a copy to:
1434 W. Compton Blvd LP
c/o Coalition for Responsible Community
Development
2415 South Central Ave.

Los Angeles, CA 90011
Attn: Mark Wilson

SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY
This Document is recorded for the benefit of the City of Compton and is exempt from recording fees pursuant to Sections 6103, 27383 and 27388.1 of the California Government Code.

HOUSING AGREEMENT
(Density Bonus Agreement)
by and between
the CITY OF COMPTON,
and
1434 W. COMPTON BLVD LP

DATED AS OF _________ ____, 202__

TABLE OF CONTENTS

Page No.

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ARTICLE 1. DEFINITIONS AND INTERPRETATION ......................................................... 1

1.1 Definitions................................................................................................. 1

1.2 Rules of Construction ............................................................................... 3 ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS ............................ 3

2.1 Apartment Community and Affordable Units .......................................... 3

2.2 Residential Rental Property ...................................................................... 4

2.3 Low Income Households .......................................................................... 4

2.4 Affordable Rent ........................................................................................ 5

2.5 Rent Increases ........................................................................................... 5

2.6 Income Recertification of Affordable Units ............................................. 5

2.7 Lease or Occupancy Agreement ............................................................... 5

2.8 Security Deposits ...................................................................................... 6

2.9 Additional Information ............................................................................. 6

2.10 Specific Performance ................................................................................ 6

2.11 Audit ......................................................................................................... 7

2.12 Management .............................................................................................. 7

2.13 Binding for Term ...................................................................................... 7 ARTICLE 3. TERM AND RECORDATION ............................................................................ 7

3.1 Term of Agreement ................................................................................... 7

3.2 Agreement to Record ................................................................................ 7

3.3 Suspension of Restrictions ........................................................................ 7 ARTICLE 4. DEFAULT ............................................................................................................ 7

4.1 An Event of Default .................................................................................. 7

4.2 City’s Option to Lease .............................................................................. 8 TABLE OF CONTENTS (cont’d)
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4.3 City Remedies ........................................................................................... 8

4.4 Action at Law ............................................................................................ 9 ARTICLE 5. GENERAL PROVISIONS ................................................................................... 9

5.1 Limitations on Recourse ........................................................................... 9

5.2 Maintenance, Repair, Alterations ............................................................. 9

5.3 Notices ...................................................................................................... 9

5.4 Relationship of Parties ............................................................................ 10

5.5 No Claims ............................................................................................... 10

5.6 Conflict of Interests................................................................................. 10

5.7 Non-Liability of City Officials, Employees and Agents ........................ 10

5.8 Indemnity ................................................................................................ 11

5.9 Rights and Remedies Cumulative ........................................................... 11

5.10 Applicable Law ....................................................................................... 11

5.11 Severability ............................................................................................. 11

5.12 Legal Actions .......................................................................................... 11

5.13 Binding Upon Successors ....................................................................... 11

5.14 Time of the Essence ................................................................................ 12

5.15 Complete Understanding of the Parties .................................................. 12

5.16 Covenants to Run With the Land ............................................................ 12

5.17 Burden and Benefit ................................................................................. 12

5.18 Counterparts ............................................................................................ 12

5.19 Amendments ........................................................................................... 12

TABLE OF CONTENTS (cont’d)
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EXHIBIT A Description of Property
EXHIBIT B Income Certification
EXHIBIT C Certificate of Continuing Compliance

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HOUSING AGREEMENT
THIS HOUSING AGREEMENT (the “ Agreement”) is dated as of ______________ ___, 202 __, and is by and between the CITY OF COMPTON, a municipal corporation (the “City”), and 1434 W. COMPTON BLVD LP, a California limited partnership (the “Owner”).

City and Owner are sometimes referred to herein individually as a “Party” and collectively as “Parties”.

RECITALS
This Agreement is predicated upon the following facts:

A. The Owner is the owner of the land described in “Exhibit A” attached hereto (the “Property”).

B. The City and Owner have entered into that certain Disposition and Development Agreement dated _____________, 202 3 (“DDA”), pursuant to which the City conveyed the Property to the Owner for the development described in the DDA (“Development” or “Apartment Community”). Capitalized terms used but not defined herein shall have the meaning set forth in the DDA.

C. Owner has applied for and obtained a density bonus from the City for the Development which permits greater dens ity than would otherwise be required, and in exchange, City also requires that the apartment units be so restricted of record, and that such restrictions not be subordinate or subordinated to any deeds of trust or other consensual liens.

D. This Agreement is that density bonus restrictions agreement.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and the Owner hereby agree as follows:

ARTICLE 1. DEFINITIONS AND INTERPRETATION.

1.1 Definitions.

Capitalized terms used herein shall have the following meanings unless the context in which they are used clearly requires otherwise.
“Affordable Units ” shall mean seventy-four (74) of the units in the Apartment Community available to and occupied by, or held vacant for occupancy only by Low Income Households and rented at an Affordable Rent (as defined herein) . The Affordable Units will include the number of bedrooms shown on the following table:

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Bedroom
Size Units
Studio 30
One 27
Two 17
Total: 74

“Affordable Rent” shall mean:
(i) for fifteen (15) Affordable Units (i.e., eight (8) studio units; five (5) one bedroom units; and two (2) two -bedroom units), which shall be lower income Affordable Units, the maximum rent shall be determined pursuant to California Health and Safety Code Section s 50053(b) and the state regulations adopted by the California Department of Housing and Community Development (“HCD”) pursuant thereto, as amended from time to time, based upon the AMI adjusted for a Household Size Appropriate to the Affordable Unit ; specifically, the maximum monthly Affordable Rent, including a Reasonable Utility Allowance, may not exceed thirty percent ( 30%) of sixty percent ( 60%) of the AMI, adjusted for a Household Size Appropriate to the Affordable Unit, divided by twelve.
(ii) for the rest of the Affordable Units (i.e., 22 studio units; 22 one-bedroom units; and 15 two-bedroom units), the maximum rent shall be determined in accordance with California Tax Credit Allocation Committee requirements based on households earning sixty percent (60%) of the AMI.
“AMI” shall mean the area median income for Los Angeles County as published by the California Department of Housing and Community Development pursuant to Health and Safety Code Section 50052.5, or successor statute, as adjusted for family size in accordance with the state regulations adopted pursuant to California Health and Safety Code Section 50052.5. “Household Size Appropriate to the Affordable Unit ” in the absence of pertinent federal statutes or regulations applicable to the Apartment Community, shall have the meaning set forth in California Health and Safety Code Section 50052.5(h), as amended fr om time to time.
“Low Income Household ” shall mean persons and families who meet the income requirements for lower income under California Health and Safety Code 50079.5. “Reasonable Utility Allowance ” shall mean a utility allowance for utilities paid by a tenant (not including telephone, internet or cable service) utilizing the utility allowance schedule published annually by the Housing Authority of the County of Los Angeles , or if not so published, then by comparable publication selected by the City. “Required Covenant Period” shall mean the period commencing on the date all units in the Apartment Community have been completed as evidenced by the City’s issuance of a final Certificate of Occupancy for the Apartment Community, and ending as of the fifty-fifth (55th) anniversary thereof.

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1.2 Rules of Construction.

1.2.1 The singular form of any word used herein, including the terms defined herein shall include the plural and vice versa. The use herein of a word of any gender shall include correlative words of all genders.

1.2.2 Unless otherwise specified, references to articles, sections, and other subdivisions of this Agreement are to the designated articles, sections, and other subdivisions of this Agreement as originally executed. The words “ hereof,” “herein,” “hereunder,” and words of similar import shall refer to this Agreement as a whole.

1.2.3 All of the terms and provisions hereof shall be construed to effectuate the purposes set forth in this Agreement and to sustain the validity hereof.

1.2.4 Headings or titles of the seve ral articles and sections hereof and the table of contents appended to copies hereof shall be solely for convenience of reference and shall not affect the meaning, construction, or effect of the provisions hereof.

ARTICLE 2. ONGOING APARTMENT COMMUNITY OBLIGATIONS.

2.1 Apartment Community and Affordable Units; Supportive Housing Covenants.

The Owner shall develop and construct the Apartment Community on the Property in conformity with the DDA. Thereafter, during the Required Covenant Period, the Owner agrees that not less than seventy-four (74) units in the Apartment Community shall be Affordable Units under this Agreement, meaning that such units shall be continually available to and occupied by, or held vacant for occupancy only by, Low Income Households, and the 75th unit shall be an on- site manager’s unit.

Additionally, 37 of the Affordable U nits (i.e., thirty (30) studio units; five (5) one - bedroom units; and two (2) two -bedroom units) shall be operated and occupied as “supportive housing” for the “target population” as such terms are defined in California Health and Safety Code 50675.14. The initial provider of supportive housing services shall be the “Coalition for Responsible Community Development”, and any other or replacement provider shall be subject to the prior written approval of the City Manager. Staffing for such services on site shall not be less than two (2) persons.

In the event of a loss or reduction in project-based rental assistance (vouchers) through no fault of Owner, Owner may request, and City sha ll approve, a reduction in the number of such supportive housing units, but only if all of the following conditions have been met: (1) Owner demonstrates that it has made good faith efforts to find other sources of financial support. (2) Any change in the number of supportive housing units is restricted to the minimum necessary to maintain the Project's financial feasibility. (3) Any change to the occupancy of the supportive housing units is made in a manner that minimizes tenant disruption and only upon the vacancy of any supportive housing units.

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2.2 Residential Rental Property.

The Owner covenants to operate the Apartment Community as residential rental property.

During the Required Covenant Period, the Affordable Units will be held and used for the purpose of providing residential living, and the Owner shall own, manage and operate, or cause the management and operation of, the Apartment Community to provide such affordable rental housing. The Owner shall not convert any Affordable Unit(s) to condominium s or cooperative ownership or sell condominium or cooperative conversion rights to any Affordable Unit(s) during the term of this Agreement.

2.3 Low Income Households.

2.3.1 Income Qualification; Initial Certification . Subject to the applicable provisions hereof, t hroughout the Required Covenant Period, the Affordable Units restricted by this Agreement will be exclusively occupied by, or available for occupancy only by Low Income Households on a continuous basis. Prior to the rental or lease of an Affordable Unit and in accordance with Section 2.6 below, the Owner will obtain and maintain on file a Household Income Certification (“ Income Certification ”) substantially in the form attached hereto as Exhibit “B” and incorporated herein by this reference for each Low Income Household, and shall provide copies of same to the City together with copies of the applicable leases . In addition, the Owner will provide such further information as may reasonably be required in the future by the City. The Income Certification s hall be dated immediately prior to the applicable household’s initial occupancy of an Affordable Unit. The Owner shall make a good faith effort to verify that the income provided by an applicant in an Income Certification is accurate by taking any one or more of the following steps as part of the verification process for all household members over the age of eighteen (18) as appropriate:
(i) Obtain two (2) pay stubs for the two (2) most recent pay periods; (ii) Obtain a true copy of an income tax return for the most recent tax year in which a return was filed;
(iii) Obtain an income verification form from the household member’s current employer;
(iv) Obtain an income verification form from the Social Security Administration and/or the State Department of Social Services, or its equivalent, if the household member receives assistance from either of those agencies; (v) If the household member is unemployed and has no tax return, obtain another form of independent verification; or
(vi) Obtain such other documentation as may be reasonabl y acceptable pursuant to Title 25 of the California Code of Regulations, as amended from time to time, to verify income.

2.3.2 Certificate of Continuing Program Compliance; Annual Report . Throughout the Required Covenant Period, the Owner will prepare and submi t to the City, at such periodic

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frequency as the City might reasonably require, but not more than once annually, a Certificate of Continuing Compliance in substantially the form attached hereto as Exhibit “C” and incorporated herein by this reference, and executed by the Owner. The Owner will also prepare and submit to the City on or before each anniversary date of the commencement of the Required Covenant Period, and for the preceding calendar year, a report in form and substance reasonably satisfactory to the City summarizing the vacancy rate of the Apartment Community, including the number of Affordable Units held vacant for occupancy by Low Income Households for such calendar year.

2.4 Affordable Rent. Throughout the Required Covenant Period, an Affordable Rent shall be charged to the Low Income Household occupants of Affordable Units , as more specifically described above.

2.5 Rent Increases. Rents for Affordable Units may be increased not more than once per year and twelve (12) months must have elapsed since the date of the tenant’s initial occupancy or the last rent increase. The rents charged following such an increase, or upon a vacancy and new occupancy by an Low Income Household shall not exceed an Affordable Rent. The Owner shall, consistent with appli cable law, give proper written notice to tenants of all rent increases, and upon written request, provide the City with reasonable detail concerning the amount of and rationale for such rent increases.

2.6 Income Recertification of Affordable Units . Annually, on the anniversary date of occupancy of an Affordable Unit by a Low Income Household, the Owner shall obtain and maintain on file an annual income certification, in form and substance reasonably satisfactory to the City, from each household occupying an A ffordable Unit, based upon the current income of each household member over the age of eighteen (18). The Owner shall make a good faith effort to verify that the income provided by the household is accurate in accordance with Section 2.3.1, above.

2.6.1 A rental unit occupied by a household that qualifies as a Low Income Household at the time the household first occupies an Affordable Unit shall be deemed to continue to be so occupied until a recertification of such household’s income demonstrates that such hou sehold no longer qualifies as a n a Low Income Household. At such time as a household ceases to qualify as a Low Income Household based on income recertification, the Owner shall designate the next available unit (one that is not occupied by a tenant) with the same number of bedrooms as the occupied Affordable Unit and it shall be leased to a Low Income Household, so that the number of Affordable Units occupied by or reserved for occupancy by Low Income Households will remain constant. For purposes of this Agreement, such designated unit will be considered an Affordable Unit if it is held vacant and available solely for occupancy by a Low Income Household and, upon occupancy, the income eligibility of the household as a n Low Income Household is verified and the unit is rented at Affordable Rent.

2.7 Lease or Occupancy Agreement . Prior to the rental or lease of an Affordable Unit to a Low Income Household, the Owner shall require the tenant to execute a written lease or occupancy agreement. The Owner shall main tain on file throughout the Required Covenant Period and for a four (4) year period thereafter, the executed lease or occupancy agreement of each tenant occupying an Affordable Unit. The form of lease or occupancy agreement used by

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the Owner for the lease or rental of Affordable Units shall be that which is reasonable and customary in residential leasing of affordable housing projects financed with low income housing tax credits and rental subsidies . In addition, each lease or occupancy agreement for an Affordable Unit shall (i) provide that the tenants of such Affordable Unit shall be subject to annual recertification of income and subject to rental increases in accordance with Sections 2.5 and 2.6 of this Agreement, and (ii) contain a provision to the e ffect that the Owner has relied on the income certification and supporting information supplied by the tenant in determining qualification for occupancy of the Affordable Unit, and that any material misstatement in such certification (whether or not intentional) may be cause for immediate termination of such lease or occupancy agreement.

2.7.1 The Owner shall refrain from restricting the rental or lease of Affordable Units on the basis of race, color, religion, sex, marital status, disability, ancestry or nation al origin of any person.

2.7.2 The covenants established herein shall, without regard to technical classification and designation, be binding for the benefit and in favor of the City, and its successors and assigns, and shall burden and run with the Property.

2.7.3 The City is deemed to be the beneficiary of the terms and provisions of the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these covena nts running with the land have been provided.

2.8 Security Deposits . The Owner may require security deposits on Affordable Units in amounts which are consistent with applicable law.

2.9 Additional Information; Books and Records . The Owner shall provide any addit ional information concerning the Affordable Units reasonably requested by the City. The Owner will maintain complete and accurate records pertaining to the Affordable Units throughout the Covenant Period and for a four (4) year period thereafter. The Cit y shall have the right upon written notice of no less than two (2) business days to the Owner, at any time during normal business hours of 9:00 am to 5:00 pm, to examine of all books, records or other documents maintained by the Owner or by any of the Owne r’s agents which pertain to any Affordable Unit, including all executed leases or occupancy agreements and all Income Certifications, and obtain copies of any requested executed leases, occupancy agreements and Income Certifications within ten (10) business days following such examination and the City’s written request.

2.10 Specific Performance . The Owner hereby agrees that specific enforcement of the Owner’s agreement to comply with the allowable rent and occupancy restrictions and covenants contained herein is one of the reasons and consideration for the City having granted a density bonus and that, in the event of the Owner’s breach of such requirements, potential monetary damages to the City, as well as to existing and prospective Low Income Households, w ould be difficult, if not impossible, to evaluate and quantify. Therefore, in addition to any other relief to which the City may be entitled as a consequence of the breach hereof, the Owner agrees to the imposition of the remedy of specific performance against it in the case of any event of default by the Owner in complying with any provision of this Agreement beyond any applicable notice and cure period.

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2.11 Audit. The City shall have the right to perform an audit of the Apartment Community to determine compliance with the provisions of this Agreement. Such audit shall not be undertaken more often than once each calendar year. All costs and expenses associated with the audit shall be paid by the Owner.

2.12 Management. The Owner and/or the management agent (if not the Owner) shall operate the Apartment Community in a manner that will provide decent, safe and sanitary residential facilities to the occupants thereof, and will comply with provisions of this Agreement. Upon the written request of the City, the Owner shall cooperate with the City in the periodic review (but not more than once each calendar year) of the management practices and financial status of the Affordable Units. The purpose of each periodic review will be to enable the City to determine if the Affordable Units are being operated and managed in accordance with the requirements and standards of this Agreement. Results of such City review shall be provided to the Owner, and the City shall have the authority to require the Owner to make modifi cations that are reasonably necessary to ensure the objectives of this Agreement are met.

2.13 Binding for Term. It is intended by the Parties that except as may be otherwise expressly provided herein, the provisions of this Agreement shall apply to the Apartm ent Community throughout the entire term hereof, as established in Section 3.1 below.

ARTICLE 3. TERM AND RECORDATION.

3.1 Term of Agreement . This Agreement shall remain in full force and effect for the Required Covenant Period, unless the Owner and the City agree, in writing, to terminate this Agreement prior to the expiration of the Required Covenant Period. Unless terminated earlier pursuant to the prior sentence of this Section 3.1, or Section 3.3 below, the Parties intend that the provisions and effect of this Agr eement and specifically of Article 2 hereof, shall remain in full force and effect for the entire Required Covenant Period.

3.2 Agreement to Record . The Owner represents, warrants, and covenants that this Agreement will be recorded in the real property records of Los Angeles County.

3.3 Suspension of Restrictions. Notwithstanding the generality of the foregoing provisions of this Article 3 or any other provisions hereof, this Agreement and all of the terms and restrictions contained herein shall be suspended for any period of involuntary noncompliance as a result of unforeseen events such as fire or act of God which leaves the entire Apartment Community uninhabitable (and the proceeds of insurance available to the Owner as a result thereof are insufficient to reconstruct the Apartment Community), or a change in a federal or state law or an action by the federal government, the State or a court of competent jurisdiction, after the date of recordation hereof, that prevents the City from enforcing the provisions of th is Agreement, or a condemnation or a similar event.

ARTICLE 4. DEFAULT; REMEDIES.

4.1 An Event of Default. Each of the following shall constitute an “Event of Default” by the Owner under this Agreement:

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4.1.1 Failure by the Owner to duly perform, comply with and observe any of the conditions, terms, or covenants of any agreement with the City concerning the Apartment Community, or of this Agreement, if such failure remains uncured thirty (30) days after written notice of such failure from the City to the Owner in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the Owner fails to commence such cure within such thirty (30) day period or thereafter fails to diligently and continuously proceed with such cure to completion. However, if a different period or notice requirement is specified under any other section of this Agreement, then the specific provision shall control.

4.1.2 Any representation or warranty contained in this Agreement or in any application, financial statement, certificate, or report submitted by the Owner to the City proves to have been incorrect in any material respect when made.

4.1.3 A court having jurisdiction shall have made or rendered a decree or order:
(i) adjudging the Owner to be bankrupt or insolvent; (ii ) approving as properly filed a petition seeking reorganization of the Owner or seeking any arrangement on behalf of the Owner under the bankruptcy laws or any other applicable debtor’s relief law or statute of the United States or of any state or other jurisdiction; (iii) appointing a receiver, trustee, liquidator, or assignee of the Owner in bankruptcy or insolvency or for any of its properties; or (iv) directing the winding up or liquidation of the Owner, providing, however, that any such decree or order described in any of the foregoing subsections shall have continued unstayed or undischarged for a period of ninety (90) days.

4.1.4 The Owner shall have assigned its assets for the benefit of its creditors or suffered a sequestration or attachment or execution on any substantial part of its property, unless the property so assigned, sequestered, attached, or executed upon shall have been returned or released within ninety (90) days after such event (unless a lesser time period is permitted for cure hereunder) or prior to sale pursuant to such sequestration, attachment, or execution. If the Owner is diligently working to obtain a return or release of the property and the City’s interests hereunder are not imminently threatened in its reasonable business judgment, then the City shall not declare a default under this subsection.

4.1.5 The Owner shall have voluntarily suspended its business or dissolved.

4.1.6 The seizure or appropriation of all or, in the reasonable opinion of the City, a substantial part of the Apartment Commu nity, except for condemnation initiated by the City or any governmental agency or authority.

4.1.7 There should occur any default declared by any lender under any loan document or deed of trust relating to any loan made in connection with the Apartment Community , which loan is secured by a deed of trust or other instrument affecting the Apartment Community, and such default remains uncured following the expiration of any applicable cure period.

4.2 City’s Option to Lease. [INTENTIONALLY OMITTED]

4.3 City Remedies. The City shall have the right to require that the Owner return any and all rent charged that exceeds the Affordable Rent, with interest at the lesser of eight percent (8%) per annum or the highest rate permitted by law. The City shall have the right to mandamus or

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other suit, action or proceeding at law or in equity to require the Owner to perform its obligations and covenants under this Agreement or to enjoin acts or things which may be unlawful or in violation of the provisions hereof, provided that in an y such case the City has first provided the required notice of any alleged default and the Owner has had the requisite opportunity to cure pursuant to Section 4.1.1, above.

4.4 Action at Law; No Remedy Exclusive . The City may take whatever action at law or in equity as may be necessary to enforce performance and observance of any obligation, agreement or covenant of the Owner under this Agreement , or collect any overcharged rent (plus interest) .

No remedy herein conferred upon or reserved by the City is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law, in equity or by statute. No de lay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of such right or power, but any such right or power may be exercised from time to time and as often as the City may deem expedient. In order to entitle the City to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice, other than such notice as may be herein otherwise expressly required or required by law to be given.

ARTICLE 5. GENERAL PROVISIONS.

5.1 Limitations on Recourse . Notwithstanding anything to the contrary contained in this Agreement, except in the event of fraud, waste, or illegal acts, or with regard to any indemnity obligations imposed upon the Owner under the terms o f this Agreement, (i) no partner, member, officer or director, as applicable, of the Owner (each, an “ Owner Affiliate ”) shall have any direct, indirect or derivative personal liability for the obligations of the Owner under this Agreement, and (ii) the Cit y shall not exercise any rights or institute any action against any Owner Affiliate directly, indirectly or derivatively for the payment of any sum of money that is or may become payable hereunder.

5.2 Maintenance, Repair, Alterations. The Owner shall maintain and preserve the Apartment Community in good condition and repair and in accordance with all laws, ordinances, rules, regulations, covenants, conditions, restrictions, and orders of any governmental authority now or hereafter affecting the conduct or ope ration of the Apartment Community or any part thereof or requiring any alteration or improvement to be made thereon. The Owner shall not commit, suffer, or permit any act to be done in, upon, or to the Apartment Community or any part thereof in violation of any such laws, ordinances, rules, regulations, or orders. The Owner hereby agrees that the City may conduct from time to time through representatives, upon reasonable notice of no less than twenty -four (24) hours, on -site inspections and observation of : (i) the maintenance and repair of the Apartment Community, including a review of all maintenance and repair programs and practices and all reports and records pertaining thereto, including records of expenditures relating thereto; and (ii) such other fa cilities, practices, and records of the Owner relating to the Affordable Units as the City reasonably deems to be necessary or appropriate in order to monitor the Owner’s compliance with the provisions of this Agreement.

5.3 Notices. All notices (other than t elephone notices), certificates or other communications (other than telephone communications) required or permitted hereunder shall be sufficiently

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given and should be deemed given when sent by certified mail, postage prepaid, or twenty -four (24) hours following delivery of such notice to Federal Express or similar commercial carrier for next business day or overnight delivery, addressed as follows:

If to the City:

City of Compton
205 S. Willowbrook Ave.

Compton, CA 90220
Attn: _______________
If to the Owner:
1434 W. Compton Blvd LP
c/o Coalition for Responsible Community Development
2415 South Central Ave.

Los Angeles, CA 90011
Attn: Mark Wilson

5.4 Relationship of Parties . Nothing contained in this Agreement shall be interpreted or understood by any of the Parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the City and the Owner or the Owner’s agents, employees or contractors, and the Owne r shall at all times be deemed an independent contractor and shall be wholly responsible for the manner in which it or its agents, or both, perform the services required of it by the terms of this Agreement for the operation of the Apartment Community. Th e Owner has and hereby retains the right to exercise full control of employment, direction, compensation and discharge of all persons assisting in the performance of services hereunder. In regards to the on -site operation of the Apartment Community, the Owner shall be solely responsible for all matters relating to payment of its employees, including compliance with Social Security, withholding and all other laws and regulations governing such matters. The Owner agrees to be solely responsible for its own acts and those of its agents and employees.

5.5 No Claims. Nothing contained in this Agreement shall create or justify any claim against the City by any person the Owner may have employed or with whom the Owner may have contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the performance of any work or services with respect to the operation of the Affordable Units.

5.6 Conflict of Interests . No member, official or employee of the City shall make any decision relating to th is Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested.

No officer or employee of the Owner shall acquire any interest in conflict wi th or inimical to the interests of the City.

5.7 Non-Liability of City Officials, Employees and Agents . No member, official, employee or agent of the City shall be personally liable to the Owner, or any successor in interest, in the event of any default or br each by the City or for any amount which may become due to the

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Owner or successor in connection with this Agreement or on any obligation of the City under the terms of this Agreement.

5.8 Indemnity. The Owner shall indemnify, defend and hold harmless the City and all officials, employees and agents of City (with counsel reasonably satisfactory to the City) against any costs, liabilities, damages or judgments arising from claims or litigation of any nature whatsoever brought by third parties and directly or ind irectly arising from the Owner’s ownership or operation of the Apartment Community, or the Owner’s performance of its obligations under this Agreement, and in the event of settlement, compromise or judgment hold the City free and harmless therefrom. The p rovisions of this Section shall survive the term of this Agreement.

5.9 Rights and Remedies Cumulative . Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default by the other Party. No waiver of any default or breach by the O wner hereunder shall be implied from any omission by the City to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such wavier shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The consent or approv al by the City to or of any act by the Owner requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right, power, or remedy shall in no even t constitute a cure or a waiver of any default under this Agreement, nor shall it invalidate any act done pursuant to notice of default, or prejudice the City in the exercise of any right, power, or remedy hereunder or under any agreements ancillary or related hereto.

5.10 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California.

5.11 Severability. If any term, provision, covenant or condition of this Agreement is held in a final disposition by a court of compete nt jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability.

5.12 Legal Actions. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the Party not prevailing all reasonable attorneys’ fees and costs incurred in such action (including all legal fees incurred in any appeal or in any action to enforce any resulting judgment), as awarded by a court of competent jurisdiction.

5.13 Binding Upon Successors. This Agreement shall be binding upon and inure to the benefit of the permitted heirs, administrators, executors, successors in interest and assigns of each of the Parties. Any reference in this Agreement to a specifically named Party shall be deeme d to apply

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to any successor, heir, administrator, executor or assign of such Party who has acquired an interest in compliance with the terms hereof or under law.

5.14 Time of the Essence. In all matters under this Agreement, time is of the essence.

5.15 Complete Un derstanding of the Parties . This Agreement and the attached Exhibits constitute the entire understanding and agreement of the Parties with respect to the matters described herein.

5.16 Covenants to Run With the Land. The Owner hereby subjects the Apartment Community to the covenants, reservations, and restrictions set forth in this Agreement. The City and the Owner hereby declare their express intent that the covenants, reservations, and restrictions set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner’s successors in title to the Apartment Community; provided, however, that on the termination of this Agreement said covenants, reservations and restrictions shall expire.

Each and every contract, deed or other instrument hereafter executed covering or conveying the Apartment Community or any portion thereof shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. No breach of any of the provisions of this Agreement shall defeat or render invalid the lien of a mortgage or deed of trust made in good faith an d for value encumbering the Property or any interest of the Owner therein.

5.17 Burden and Benefit . The City and the Owner hereby declare their understanding and intent that: (i) the burden of the covenants, reservations, restrictions, and agreements set fort h herein touch and concern the Property and the Apartment Community, in that Owner’s legal interest in the Apartment Community is rendered less valuable thereby, (ii) the covenants, reservations, restrictions, and agreements set forth herein directly benef it the Property and the Apartment Community (a) by enhancing and increasing the enjoyment and use of the Apartment Community by Low Income Households, the intended beneficiaries of such covenants, reservations, restrictions, and agreements, (b) by making p ossible the obtaining of advantageous financing for the Property and the Apartment Community, and (c) by furthering the public purposes advanced by the City, and (iii) the covenants, reservations, restrictions and agreements set forth herein shall run with the Property and shall be binding for the benefit of and enforceable by the City and its successors and assigns for the entire Term of this Agreement.

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

5.19 Amendments. This Agreement may be amended only by the written agreement of the City and the Owner.

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WHEREFORE, the undersigned has executed this Agreement as of the date first -above written.

OWNER:
1434 W. COMPTON BLVD LP,
a California limited partnership

By: CRCD LLC, a California limited
liability company, its managing
general partner

By: Coalition for Responsible
Community Development,
a California nonprofit public benefit
corporation,
its sole member and manager

By:

Mark Wilson, President

CITY:

CITY OF COMPTON
By:

Print Name:

Title:

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

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

State of California )
County of )
On ____________, 202 __, before me,
________________________________________________,
(insert name and title of the officer)
Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactor y evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________, 202 __, before me,
________________________________________________,
(insert name and title of the officer)
Notary Public, personally appeared ________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instru ment and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________, 20__, before me,
________________________________________________,
(insert name and title of the officer)
Notary Public, personally appeared ____ ____________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their aut horized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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EXHIBIT “A”

LEGAL DESCRIPTION OF THE PROPERTY

THE LAND IN THE CITY OF COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

PARCEL 1:

LOTS 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 AND 20 AND TH E NORTH 18 FEET OF LOTS 32, 33, 34, 35 AND 36, ALL IN BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGES 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THEREFROM 1/12TH OF ALL MINERALS AND RIGHTS IN RELATION

THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 32, 33 AND 34, AS RESERVED BY CAPITAL COMPANY, IN DEED RECORDED APRIL 21, 1938 IN BOOK 15753, PAGE 88, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/2 OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING IN OR UNDER SAID LOTS 18, 19 AND 20 AS RESERVED BY T. J. NESTOR, IN DEED RECORDED IN BOOK 10831, PAGE 350, OF OFFICIAL RECORDS.

ALSO EXCEPT 1/ 12TH OF ALL MINERAL RIGHTS, INCLUDING ALL OIL, GAS,

ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AS RESERVED BAY CAPITAL COMPANY, A CORPORATION, IN DEED RECORDED IN BOOK 18019, PAGE 135, OF OFFICIAL RECORDS, AS TO LOTS 35 AND 36.

ALSO EXCEPT FROM LOTS 10 AN D 11, 1/12TH OF ALL MINERALS AND RIGHTS IN

RELATION THERETO, INCLUDING ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES AS RESERVED IN DEED RECORDED NOVEMBER 12, 1947, AS INSTRUMENT NO. 276, OF OFFICIAL RECORDS.

ALSO EXCEPT AN UNDIVIDED 9/10TH OF A LL OIL, GAS AND OTHER

HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND, AS RESERVED IN THE DEED FROM T.J. NESTOR, A WIDOWER, RECORDED DECEMBER 1, 1947 AS INSTRUMENT NO. 159 AND AS INSTRUMENT NO. 160, OFFICIAL RECORDS, AS TO LOT 14.

PARCEL 2:

LOTS 21, 22, 23, 24 AND 25 OF BLOCK "F" OF TRACT NO. 6627, IN THE CITY OF

COMPTON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 71, PAGE(S) 64 AND 65 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT THAT PORTION OF LOT 25 IN S AID BLOCK "F", DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEASTERLY CORNER OF SAID LOT; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT, A DISTANCE OF 9.49 FEET

TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST, HAVING A

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RADIUS OF 10 FEET; TANGENT TO SAID EASTERLY LINE AND TANGENT TO THE NORTHERLY LINE OF SAID LOT; THENCE NORTHWESTERLY ALONG SAID CURVE

15.19 FEET TO SAID NORTHERLY LINE; THENCE EASTERLY LINE 9.49 FEET TO THE POINT OF BEGINNING.

EXCEPT THEREFROM SAID LOT 21, AS UNDIVIDED ONE -HALF INTEREST IN AND

TO ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND BONUSES,

CASH OR OTHERWISE, THE GRANTEE, HI HEIRS, EXECUTORS, ADMINISTRATORS

OR ASSIGNS MAY RESERVE TO OR RECEIVE FOR HIMSELF OR THEMSELVES

FROM OR BY REASON OF ANY LEASE THAT HE OR THEY MAY MAKE FOR THE

DEVELOPMENT OF OIL, GAS AND OTHER HYDROCARBON SUBSTANCES FOR SAID LAND AND NO LEASE.

FOR THE PRODUCTION OF ANY SUCH PRODUCTS THEREFROM BE MADE UNLESS

THE GRANTOR, OR HIS HEIRS OR HIS EXECUTORS, ADMINISTRATORS OR

ASSIGNS, JOIN IN THE EXECUTIO N OF SAME, AS RESERVED IN A DEED FROM CARRIE E. SHEARER, RECORDED IN BOOK 11919, PAGE 93, OF OFFICIAL RECORDS.

ALSO EXCEPT THEREFROM TWO AND ONE -HALF PERCENT OF ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES SAVED AND PRODUCED FROM SAID LOT 22, AS RESERVED IN THE DEED FROM T.J. NESTOR, RECORDED IN BOOK 7329, PAGE 349, OF OFFICIAL RECORDS.

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EXHIBIT “B”

HOUSEHOLD INCOME CERTIFICATION
(Attached)

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EXHIBIT “C”

CERTIFICATE OF CONTINUING COMPLIANCE
(Attached)

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Date Prepared: November 10, 2023 1 2311012;COM;JLR
11257.018.009

SUMMARY REPORT PURSUANT TO
CALIFORNIA HEALTH AND SAFETY CODE SECTION 33433
ON A

DISPOSITION AND DEVELOPMENT AGREEMENT

BY AND BETWEEN

CITY OF COMPTON
AND
1434 W. COMPTON BLVD LP

A CALIFORNIA LIMITED PARTNERSHIP
The following Summary Report has been prepared pursuant to California Health and Safety Code Section 33433 ( “Section 33433” ). The Summary R eport sets forth certain details of the Disposition and Development Agreement (“Agreement”) between the City of Compton (“City”) and 1434 W. Compton Blvd LP, a California limited partnership. The Project will be developed by the Landspire Group (“Developer”). The Agreement requires the City to convey the following parcels (“Site”), totaling 64,536 square feet, to the Developer:

Assessor’s Parcel Numbers
Parcel 1 6142-006-901
Parcel 2 6142-006-902

The Developer will develop a 75 unit apartment project (“Project”). Thirty-seven (37) of the units will be set aside for chronically, disabled or other homeless individuals and families, and 37 units will be general affordable housing for extremely-low and very-low income households. One unit will be un-restricted and set-aside for an on-site manager.

The Site, located in the former Compton 1991 Project Area (“Project Area”), was acquired by the City’s former Community Redevelopment Agency (“Agency” or “CRA”) in 2010 for redevelopment purposes. Per the City’s accounting records, the Site was purchased with tax -exempt housing bonds (“TEBs”) financed with former Housing Set-Aside funds. On August 16, 2013, the Site was transferred to the City, which was designated as the Housing Successor for the former Agency.

The purpose of the Agreement is to implement the City ’s objective of improving and increasing the supply of affordable housing in the City of Compton. Due to the funding sources used to acquire the Site, the proposed conveyance of the Site to the Developer is subject to the reporting requirements imposed by Section 33433. Specifically, Section 33433 requires the conveying entity to prepare a report that summarizes the financial terms associated with the disposition transaction for the Site.

The following Summary Report is based upon the information contained within the Agreement, and is organized into the following seven sections:

I. Salient Points of the Agreement: This Section summarizes the major responsibilities imposed on the Developer and the City by the Agreement.

Date Prepared: November 10, 2023 2 2311012;COM;JLR
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II. Cost of the Agreement to the former Agency and City: This section details the costs previously incurred by the City, and the additional costs that must be incurred by the City to implement the Agreement.

III. Estimated Value of the Interests to be Conveyed Determined at the Highest Uses Permitted under the Redevelopment Plan: This section esti mates the value of the interests to be conveyed determined at the highest use permitted under the Redevelopment Plan for the Project Area.

IV. Estimated Reuse Value of the Interests to be Conveyed: This section summarizes the valuation estimate for the Site based on the required scope of development, and the other conditions and covenants required by the Agreement.

V. Consideration Received and Comparison with the Established Value: This section describes the compensation to be received by the City and explains any difference between the compensation to be received and the established value of the Site.

VI. Blight Elimination: This section explains how the Agreement will assist in alleviating blight in the former Project Area.

VII. Conformance with the AB 1290 Implementation Plan: This section describes how the Agreement achieves goals identified in the most recently adopted AB 1290 Implementation Plan.

This Summary Report and the Agreement are to be made available for public inspection prior to the approval of the Agreement.

I. SALIENT POINTS OF THE AGREEMENT
Scope of Development
The proposed scope of development can be described as follows:

1. The Site is currently vacant and totals approximately 64,536 square feet of land area.1

2. The Project will have a total gross building area (“GBA”) of approximately 61,395 square feet, or a 0.95 FAR. The following breaks out the proposed GBA:

Square
Feet
Gross Living Area 44,100
Leasing Office / Service Areas 4,250
Common Area / Circulation 13,045
Total Gross Building Area 61,395

3. Twenty-five surface parking spaces will be provided on the Site.

1 The Site size is based on the most recent ALTA survey.

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4. The Project will include the following unit mix:

Unit Mix
Number
of Units
Unit
Sizes (Sf)
Studio Units 30 450
1-Bedroom Units 27 600
2-Bedroom Units 18 800
Totals/Averages 75 588

5. The Regulatory Agreement associated with the Agreement will place the following affordability restrictions on the Project for a 55-year term, and will only be applied to the Site: 2

Affordability Restrictions
Extremely-Low
Income Units
Studio Units 30
1-Bedroom Units 5
2-Bedroom Units 2
Total Units 37

6. The 37 Extremely-Low Income units will also be restricted as permanent supportive housing (PSH) units for 55 years.

7. The residential units will be restricted by additional regulatory agreements. Combined with the City’s Regulatory Agreement, the strictest restrictions will prevail. a. The TCAC Regulatory Agreement will restrict 74 of the units to the following income categories for 55 years:

Affordability Restrictions
30% AMI
TCAC
50% AMI
TCAC
Total Restricted
Units
Studio Units 30 0 30
1-Bedroom Units 5 22 27
2-Bedroom Units 2 15 17
Total Units 37 37 74

b. The City Density Bonus Regulatory Agreement will restrict 74 units to the following income categories:

Affordability Restrictions
Low
Income
60% AMI
TCAC
Total Restricted
Units
Studio Units 8 22 30
1-Bedroom Units 5 22 27
2-Bedroom Units 2 15 17
Total Units 15 59 74

c. The two HCD loans will restrict the 37 PSH units to 30% AMI per TCAC. d. There will be 74 Project Based Vouchers (“PBVs”) provided by the City’s Housing Authority (“Authority”) included in the Project.

2 These restrictions also meet the Surplus Land Act requirements.

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8. The Project’s amenities will include a roof deck, common room, laundry room, large front yard, edible landscaping, 20 long-term and two short-term bicycle parking spaces, and office space to provide on-site supportive services. The permanent supportive housing units will be furnished.

9. Social services will be provided to the tenants of the 37 PSH units by the Coalition for Responsible Community Development (“CRCD”), which will be funded by the County of Los Angeles.

The Developer has secured the Project entitlements through the City’s PSH and Density Bonus Ordinance as required by State law. The Project has a statutory CEQA exemption.

Developer Responsibilities
The Agreement requires the Developer to accept the following responsibilities:

1. The Developer will acquire the Site from the City at no cost. The Site will be conveyed no more than 20 days prior to the construction loan closing event pursuant to the Developer providing the following:
a. The representations and warranties of the Developer in the Agreement are true and correct in all material respects.
b. Executed Housing Agreement (Density Bonus); Housing Agreement; and Notice of Affordability Restrictions; as well as funds sufficient to pay Developer’s share of costs and pro-rations.
c. Provide evidence that the required insurance coverage has been obtained. d. On or before September 30, 2024, Developer will provide to the City evidence of tax credit award(s) sufficient to generate tax credit equity requirements for the Project. However, the deadline may be extended by the City Manager for up to one year, with extension of the Closing Date, if Developer shall have proper ly applied in every tax credit round but has not received an award of Tax Credits. e. All conditions to the issuance of the Building Permits, the specific plan for the Site and any and all governmental permits and authorizations required for the development of the Project shall have been approved.

2. Prior to the Close of Escrow of the Project funding sources, the following must occur:
a. Provide the Construction Loan documents to the City that are consistent with the Project Budget.
b. Construction Loan and other loans necessary to complete the Project must close concurrently and be subordinate to the City’s Housing Agreement, Notice of Affordability Restrictions and Housing Agreement (Density Bonus). c. Submit to City a copy of a GMAX construction contract between the Developer and an unaffiliated reputable general contractor that is consistent with the Project Budget.

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d. Provide the City with reasonable evidence that construction related insurance required by the Agreement shall be in effect.
e. All fees for the Building Permit and related fees shall be paid. f. Provide evidence to the City that the General Contractor is bonded, unless waived by the Construction Lender.

3. Developer shall develop the Project in accordance with the Scope of Development, the Schedule of Performance, and Plans and Specifications.

4. Developer agrees to pay all Project costs, including federal and state prevailing wages.

5. Developer agrees it will not discriminate against any employe or applicant for employment.

6. Developer will obtain an update of the preliminary title report. If the Developer does not terminate the Agreement, then the title matters will be deemed approved by the Developer.

7. Developer will be responsible for 50% of the escrow fees and the cost of any survey and any extended coverage title insurance.

8. Developer will indemnify, protect, defend and hold harmless the City and Housing Authority for costs related to environmental and hazardous materials issues.

9. The Housing Agreement will be in effect from conveyance of the Site until 55 years from Certificate of Occupancy (“COO”). This agreement will restrict 37 Units to Extremely-Low Income Households per Health and Safety Code Section 50106, and the rents to Extremely-Low Income rents per Health and Safety Code Section 50053.

10. The Housing Agreement (Density Bonus) will be in effect from the conveyance of the Site until 55 years from COO. This agreement will restrict 15 Units to Low Income Households per Health and Safety Code Section 50079.5, and the rents to Low Income rents per Health and Safety Code Section 50053. A total of 59 Units will be restricted to Low Income Households per Health and Safety Code Section 50079.5, but the rents will be determined in accordance with California Tax Credit Allocation Committee requirement s based on households earning 60% of the AMI. This regulatory agreement will only be subordinated with the City’s approval.

11. The Housing Agreement (Density Bonus) also restricts 37 of the Affordable Units to be operated and occupied as supportive housing for the target population. The initial provider of supportive housing services shall be the “Coalition for Responsible Community Development “ and any other or replacement provider shall be subject to prior written approval of the City Manager. Staffing for such services on site shall not be less than two (2) persons. However, if there is a loss of PBVs from the Authority the Owner may request a reduction in the number of such supportive housing units. This regulatory agreement will be unsubordinated to Project lenders.

12. During the term of both Regulatory Agreements , the Site and Improvements must be maintained and secured at all times and the Developer must maintain on file throughout the Required Covenant Period and for a four year period thereafter, the executed lease or occupancy agreement for each tenant occupying an Affordable Unit . The Project will

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cooperate with the City in periodic reviews of the management practices and financial stat us of the Affordable Units.

13. Developer will provide evidence of the following insurance coverage:
a. From the opening of the opening of the Project for business, commercially reasonable casualty insurance for the improvements in the amount not less than the replacement cost of the improvements with a reasonable inflation rider. b. From and after Close of Escrow, general liability insurance in limits not less than $2 million.
c. Commercial automobile insurance coverage in minimum limits of not less than $1 million.
d. Developer and Developer’s contractors and subcontractors hired to perform work on the Site must maintain:
i. Builder’s risk insurance;
ii. Workers’ compensation insurance;
iii. Professional liability insurance shall be required of architects and engineers in limits of not less than $1 million.

14. Prior to the Close of Escrow, Developer may not assign the Agreement but may admit limited partners.

15. After Close of Escrow, only Permitted Transfers can occur.

II. CITY RESPONSIBILITIES
The Agreement imposes the following responsibilities on the City:

1. City will convey the Site at no cost to the Developer in “As -Is” condition by grant deed.

The City’s obligations for the Close of Escrow are as follows:
a. City’s removal of any Title matters that the City has agreed to cure/remove. b. The representations and warranties of the City in the Agreement are true and correct in all material respects.
c. City has delivered the executed Grant Deed, Housing Agreement (Density Bonus), Housing Agreement, and Notice of Affordability Restrictions. Additional documents may be required by the Escrow Holder.
d. City’s share of the title insurance, escrow and (if applicable) transfer tax costs. e. The Compton Housing Authority (“Authority”) shall have provided or shall have committed to providing to Developer 74 PBVs for Very -Low and Extremely-Low income households.

2. City will be responsible for 50% of the escrow fees and cost of standard owner’s title policy in the amount of the appraised value of the Site.

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3. If any of the Developer post-closing requirements are not satisfied by the Developer by 20 days after Close of Escrow, the City will have the right of termination/reversion. As a result, the City may terminate the conveyance of the Site and any improvements by written notice to the Developer, and take possession thereof the Land, with all improvements thereon, and revest in the City title to the Site.

III. COST OF THE AGREEMENT TO THE CITY
The former CRA and City have already incurred costs associated with assembling the Site and the City will incur additional costs to implement the proposed Agreement . These costs are detailed in this section of the analysis.

Net Costs / (Revenues) Due to Agreement
Previously Incurred CRA / City Costs 3 $2,229,000
Transaction Costs 4 75,000
City Cash Assistance 0
Total Costs to City $2,304,000
(Less) Developer Deposit 0
(Less) Site Acquisition Payment 0
Total Net Costs / (Revenues) Due to Agreement $2,304,000

IV. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE

HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN
California Health and Safety Code Section 33433 requires the City to identify the value of the interests being conveyed at the highest use permitted under the zoning in place on the Site. The valuation must assume that the property is vacant, and that near -term development is required.

The valuation does not take into consideration any extraordinary use, quality and/or income restrictions being imposed on the development by the City.

Approximately 95% of the Site is zoned C-L: Limited Commercial and the remaining 5% is zoned R-L: Low Density Residential. The zoning allows for residential uses if 10% of the units are affordable. Thus, a total of 41 units would be allowed on the Site, or a density of approximately 28 units per acre. Due to the 10% affordability requirement would allow for a 20% density bonus, it is assumed that 49 units would be allowed for a market rate residential project that had a 10% affordability requirement.

In January 2021, Roth & Associates prepared an appraisal for the Site that concluded the highest and best use was residential development and the $27 per square foot of land area , or $35,600 per unit assuming 49 residential units . The Developer has recently obtained an appraisal prepared by Norris Realty Advisors in October 2023 based on the entitlements that allow for 75 units, and the appraisal estimates the value of the Site to be $4,100,000, or approximately $63

3 Includes the $1,451,000 acquisition cost in 2010 plus approximately $778,000 in interest payments on the 2010 Tax-Exempt Housing Bonds used to purchase the Site plus interest payment on the 2021 refinanced bonds based on an estimated weighted average interest cost of 3.83% over 14 years. 4 Includes appraisals, legal and financial consulting costs.

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per square foot of land and $54,700 per unit. Since the City’s appraisal is over two years old and the Developer’s recent appraisal is for a higher density project, KMA reviewed the land comparables included in both appraisals and estimates that the fair market value of the interest to be conveyed at the highest use permitted under the zoning in place for the Site is approximately $2,680,000, or $54,700 per unit.

V. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED Keyser Marston Associates, Inc. (KMA), the City’s financial consultant, prepared a reuse valuation analysis of the Site based on the financial terms and conditions imposed by the Agreement. The KMA analysis concluded that the fair reuse value of the Site is $0. This means that the Site would need to be conveyed to the Developer at no cost to make the scope of development required by the Agreement financially feasible.

It is important to note that the City’s contribution of the Site as identified in the Agreement is predicated on the assumption that the Project will receive competitively awarded Low Income Housing Tax Credits . If this source is not received by the Pro ject, the fair reus e valuation conclusion will need to be re-evaluated.

VI. CONSIDERATION RECEIVED AND COMPARISON WITH THE ESTABLISHED VALUE The Agreement imposes extraordinary controls on the Site . The impacts created by these requirements reduce the fair market value of the fee interest in the Site from $2,680,000 at the highest use permitted under the Site’s zoning, to the established fair reuse value of $0.

The Agreement states that the City will convey the Site to the Developer at no cost . Given that the revenues anticipated to be received by the City will be equal to the established fair reuse value of $0, it can be concluded that the City is receiving fair consideration for the interests being conveyed to the Developer.

VII. BLIGHT ELIMINATION
The Agreement includes placing affordability restrictions on the units for 55 years. In accordance with California Redevelopment Law, as portrayed in the California Health and Safety Code Section 33433, the conveyance of property that results in the provision of housing for low or moderate income persons satisfies the blight elimination criteria imposed by Section 33433.

Thus, the scope of development required by the Agreement fulfills the blight elimination requirement.

VIII. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN
The implementation of the Agreement will meet the goals of the Five- Year Implementation Plan for 2008/09 – 2012/13 that include the development of affordable housing in the Project Area.

December 12, 2023
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: MUNICIPAL WATER DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

COMPTON AUTHORIZING SUBMITTAL OF INDIVIDUAL GRANT

APPLICATIONS FOR ALL GRANT PROGRAMS FOR WHICH THE

CITY OF COMPTON IS ELIGIBLE

SUMMARY
The City of Compton Municipal Water Department is finalizing a grant application to CalRecycle for the amount of One Hundred Seventy-Two Thousand Seven Hundred and One dollars ($172,701.00). The grant application requires a resolution to be in place and submitted to CalRecycle by December 20, 2023. The focus of the grant is to help with the implementation of SB 1383. If awarded, funds will be utilized to implement capacity planning, collection, edible food recovery, education, outreach, inspection, procurement requirements, and consulting to comply with SB 1383.

BACKGROUND
In September 2016, Governor Edmund Brown Jr. set methane emissions reduction targets for California (SB 1383 Lara, Chapter 395, Statutes of 2016) in a statewide effort to reduce emissions of short-lived climate pollutants (SLCP). The targets must reduce organic waste disposal 50 percent by 2020 and 75 percent by 2025 and rescue for people to eat at least 20 percent of currently disposed surplus food by 2025.

The Department of Resources Recycling and Recovery (CalRecycle) is administering a grant program meant to provide aid in the implementation of regulations adopted by CalRecycle pursuant to Chapter 395, Statutes of 2016, and SB170 Budget Act of 2021.

This non-competitive grant program provides funding to local jurisdictions to assist with the implementation of regulation requirements associated with SB 1383, including but not limited to: Capacity Planning, Collection, Edible Food Recovery, Education and outreach (includes organic waste & edible food recovery), Enforcement and Inspection, Program Evaluation/Gap Analysis, Procurement Requirements and, Record Keeping.

The Municipal Water Department (Department) is responsible for the implementation of State mandate SB 1383. The SB 1383 regulations require that jurisdictions conduct education and outreach on organics recycling to all residents, businesses (including those that generate edible food that can be donated) haulers, solid waste facilities, and local food banks and other food recovery organizations.

4.4.4. Staff Report – SB 1383 Local Assistance Grant
December 12, 2023

STATEMENT OF THE ISSUE
The grant application was submitted and received by CalRecycle on the deadline date of November 14, 2023. Although the grant application was submitted on time it must be accompanied by a Resolution of the City Council. The approved resolution must be submitted by deadline date of December 20, 2023.

Prior to receiving the grant, City Council must approve the Resolution to help with the implementation of SB 1383.

ALTERNATIVES
Staff does not recommend any alternatives.

FISCAL IMPACT
There is no fiscal impact in the adoption of this resolution.

RECOMMENDATION
Staff recommends the City Council approve the following Resolution and to direct the City of Compton Municipal Water Department to finalize the application for the SB 1383 Local Assistance Grant to CalRecycle before the deadline date of December 20, 2023.

VICTOR MEZA

WATER DEPARTMENT GENERAL MANAGER
APPROVED FOR FORWARDING:

JERRY GROOMES

CITY MANAGER
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING SUBMITTAL OF INDIVIDUAL GRANT APPLICATIONS FOR

ALL GRANT PROGRAMS FOR WHICH THE CITY OF COMPTON IS

ELIGIBLE
WHEREAS, Public Resources Code sections 48000 et seq. authorize the Department of Resources Recycling and Recovery (CalRecycle) to administer various grant programs (grants) in furtherance of the State of California’s (state) efforts to reduce, recycle, and reuse solid waste generated in the state thereby preserving landfill capacity and protecting public health and safety and the environment; and WHEREAS, in furtherance of this authority CalRecycle is required to establish procedures governing the application, awarding, and management of the grants; and WHEREAS, CalRecycle grant application procedures require, among other things, an applicant’s governing body to declare by resolution certain authorizations related to the administration of CalRecycle grants.

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

SECTION 1: That the City Council of The City of Compton authorizes the submittal of individual grant applications for all grant programs for which the city of Compton is eligible.

SECTION 2: That the City Manager, or their designee, is hereby authorized and empowered to execute in the name of the SB 1383 Local Assistance Grant all grant documents, including but not limited to, applications, agreements, amendments, and requests for payment, necessary to secure grant funds and implement the approved grant project.
.

SECTION 3. That these authorizations are effective for five years from the date of adoption.

ADOPTED this day of , 2023.

MAYOR OF THE CITY OF COMPTON
ATTEST:

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Vernell McDaniel, City Clerk of the City of Compton, do hereby certify that the foregoing Resolution was adopted by the City Council of the City of Compton, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the _____ day of , 2023.

Resolution No.

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

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

CITY CLERK OF THE CITY OF COMPTON

December 12, 2023
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: HUMAN RESOURCES DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

APPROVING AN AMENDMENT TO THE POSITION CLASSIFICATION

PLAN BY ADOPTING AMENDED CLASSIFICATION SPECIFICATIONS

FOR HUMAN RESOURCES SPECIALIST

SUMMARY
The City Council will consider a resolution amending the Position Classification Plan to amend the classification specifications for the position of Human Resources Specialist.

BACKGROUND
The City Manager authorized a review of the City’s current Position Classification Plan to include amendments to the Human Resources Specialist specification.

After conducting a properly noticed public hearing pursuant to the provisions of Sections 1010 and 1103 of the Compton City Charter on November 16, 2023, the Personnel Board approved amendment to the classification plan to include the amended classification specifications for Human Resources Specialist and recommend approval and adoption thereof.

STATEMENT OF ISSUE
After conducting a properly noticed public hearing pursuant to the provisions of Sections 1010 and 1103 of the Compton City Charter, on November 16, 2023, the Personnel Board approved amendment to the classification plan revising the classification specifications for Human Resources Specialist and recommended approval and adoption thereof.

The primary purpose for amending the Human Resources Specialist classification specification is to:
 Remove the qualification of work experience “within a public sector personnel department”, making the requirement a desirable qualification instead.  Revise the education requirement from a Bachelors to an Associate’s degree from and accredited university.
 Revise the work experience from 3 years to 2 years in a human resources or personnel department.

5.5.5.5.5. Staff Report – Resolution Amending Classification Plan December 12, 2023

FISCAL IMPACT
There is no anticipated fiscal impact for the revision of the classification specification for Human Resources Specialist.

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

TRACI WATKINS

INTERIM HUMAN RESOURCES DIRECTOR
APPROVED FOR FORWARDING:

JEROME GROOMES

CITY MANAGER
RESOLUTION NO. ________________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

APPROVING AN AMENDMENT TO THE POSITION CLASSIFICATION

PLAN BY ADOPTING AMENDED CLASSIFICATION SPECIFICATIONS

FOR HUMAN RESOURCES SPECIALIST
WHEREAS, in accordance with the City Charter section 1103, the City Manager shall make periodic studies of the classification and grading of positions and shall submit tot eh Personnel Board any changes which he deems desirable to better classify positions according to similarity of authority , duties and responsibilities; and WHEREAS, the Personnel Board shall hold a public hearing thereon at which officers and employees affected thereby and others interest and desiring t be heard shall be given an opportunity to do so; and
WHEREAS, upon approval by the Personnel Board, they shall be referred to the City Council for final consideration and adoption; and
WHEREAS, after conducting a properly noticed public hearing pursuant to the provisions of Sections 1010 and 1103 of the Compton City Charter on November 16, 2023, the Personnel Board approved amendment to the classification plan to include the amended classification specifications for Human Resources Specialist and recommend approval and adoption thereof; and
WHEREAS, the primary purpose for amending the Human Resources Specialist classification specification is to:
Remove the qualification of work experience “within a public sector personnel department”, making the requirement a desirable qualification instead.
Revise the education requirement from a Bachelors to an Associate’s degree from and accredited university.
Revise the work experience from 3 years to 2 years in a human resources or personnel department.

WHEREAS, the salary for the revised classification is already included in the City’s 2023-2024 Fiscal Year’s budget in the Human Resources Department; therefore, no anticipated fiscal impact will result from approving the requested action.

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

Section 1.That the proposed classification plan includes the amended classification specifications for Human Resources Specialist is hereby approved and added to the Position Classification Plan of the City of Compton.

Section 2.That the existing classification specifications for Human Resources Specialist are hereby abolished.

Section 3. That a copy of this Resolution shall be filed in the offices of the City Clerk, City Attorney, Human Resources, City Manager, and the City Controller.

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

ADOPTED this ______ day of _____________, 2023.

MAYOR OF THE CITY OF COMPTON
RESOLUTION NO. ______________

ATTEST:
___________________________________

CITY CLERK OF THE CITY OF COMPTON

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 the _______ day of ________________, 2023.

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

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

CITY CLERK OF THE CITY OF COMPTON
Human Resources Specialist

GENERAL PURPOSE: Under general supervision, performs confidential paraprofessional to professional human resources work i ncluding—but not limited to—recruitment and selection, classification and compensation, benefits administration and special projects.

SUPERVISION RECEIVED/EXERCISED: Under general supervision of the Human Resources Analyst.

DISTINGUISHING CHARACTERISTICS : Incumbents in this classification will be expected to effectively perform varied technical tasks which are necessary to carry out the City’s human resources management program. Typical assignments may occasionally involve field work for the collection of data, administration of examinations, or coordination of special presentations, training and other group activities.

PRIMARY DUTIES AND RESPONSIBILITIES:

The following essential functions are those that are critical, integral, necessary, crucial, primar y and fundamental to the job.

Incumbents who possess the requisite skill, experience, education, and other job-related requirements of a position are expected to perform the essential functions of the job with or without a reasonable accommodation.

The following duties ARE NOT intended to serve as a comprehensive list of all duties performed by all employees in this classification, only a representative summary of the primary duties and responsibilities. Incumbent(s) may not be required to perform all duties listed and may be required to perform additional, position-specific duties.

• Performs routine duties required to carry out the City’s personnel selection process, including preparation of recruitment bulletins and advertising; screen job applications, s chedule, conduct and score examinations; notification to applicants; conducting background investigations; reviewing proposed personnel actions; prepare correspondence and reports.
• Assists with the preparation of class specifications; assists with conducti ng classification, compensation and benefits surveys.
• May administer a variety of benefits programs offered by the City, including medical, dental, vision, life insurance and other programs. Verifies and inputs data directly into various systems; proces ses enrollments for all insurance programs; monitors and verifies dependent eligibility for benefits; processes COBRA enrollments; monitors retirees activity and benefits enrollments coordinating with PERS, Social Security, Medicare and COBRA.
• Interprets and explains the provisions of memoranda of agreements, the City Charter, the Municipal Code, Personnel Rules and Regulations, and administrative policies and procedures; collects and analyzes data concerning policies, procedures, rules or regulations and prepares reports of recommendations. • Performs research related to confidential human resources issues. • Maintains employee data using the HRIS.
• Prepares or edits various publications, documents, correspondence and reports. • Assists in conducting classification study projects.
• Conducts or assists in the planning and coordination of employee training, development, special servi ces, new employee’s orientation and processing, fringe benefits programs, and other presentation or group activities.

City of Compton

HUMAN RESOURCES SPECIALIST
Department: Human Resources Class Code: 1507
Revised Date: FLSA Status: Non-Exempt
Personnel Board Approved:
11/16/2023
Bargaining Unit:

Miscellaneous and Confidential
Council Approved:

City of Compton
Human Resources Specialist
Human Resources Specialist - Page 2 of 3

PRIMARY DUTIES AND RESPONSIBILITIES (Continued):

• May act as staff support to Human Resources Analyst.
• Perform other related duties as required.

MINIMUM QUALIFICATIONS:

Education and Experience:
• Education: An Associates Degree from an accredited college or university with a major in personnel, public or business administration or a related field; AND two (2) years of full -time paid sub- professional to professional work experience in a human resources or personnel department. R elated experience may substitute education on a year for year basis. Experience in a public agency human resources department is highly preferred.

Required Licenses or Certifications:
• Must possess a valid California Class C Driver’s License.

Required Knowledge of:
• Human resources practices, procedures and applicable federal and state laws and regulations affecting the public sector.
• Basic principles of public personnel administration.
• Modern and effective methods of data collection, analysis and presentation. • Modern and effective methods of administrative work planning, scheduling and coordination; principles of report-writing and recordkeeping.
• Recruitment, selection and testing techniques.
• Recordkeeping principles and procedures.
• R esearch and analytical methodologies.
• Human resource information systems.

Required Skill in:
• Analyze and interpret the provisions of policies, rules and laws affecting public personnel administration. • Prepare clear, concise reports and correspondence.
• Plan, coordinate and schedule the delivery of information and services to employees and the public . • Make effective oral presentations.
• Analyze and interpret administrative and technical problems and to report sound conclusions and recommendations.
• Perform mathematical calculations with speed and accuracy. • Communicate effectively, orally and in writing.
• Set up and maintain computerized office files and other documents. • Demonstrate proper use of English and grammar in speech and in report writing. • Maintain confidential information, records and reports. • Establish and maintain cooperative relationships with all persons contacted during the course of work performance.
• Operate computers and related software.
• Meet physical and health status requirements for this class ification and work category as outlined in the City’s Medical Standards for Applicants and Employees.

Physical Demands / Work Environment:
• Work is performed indoors in an office setting which is primarily sedentary. • Work requires frequent light lifting, carrying and on occasion driving. • Moderate finger dexterity and near vision is required. • May require vision (which may be corrected) to read small print.

City of Compton
Human Resources Specialist
Human Resources Specialist - Page 3 of 3
• May require mobility of arms to reach and dexterity of hands to grasp and finger manipulation. • May be are subject to environmental conditions.
• May be required to work at a computer terminal for prolonged periods. • May perform lifting, pushing and/or pulling which does not exceed 25 pounds and is an infrequent aspect of the job.
• May be required to work evenings and/or weekends.

PERSONNEL BOARD – CITY OF COMPTON 205 SOUTH WILLOWBROOK AVE., COMPTON, CA 90220REGULAR MEETINGNOVEMBER 16, 20236:00 P.M. AGENDAOfficers, employees and others desiring to be heard on any of the matters shown on the agenda may address the Personnel Board after a completed “Request to Address the Personnel Board” form is submitted to the Clerk to the Personnel Board not less than five (5) minutes prior to the scheduled meeting time. A separate request form must be submitted for each agenda item. The request forms are available in the Human Resources Department and in the lobby area of the meeting room. If you are an individual with a disability and need a reasonable modification or accommodation pursuant to the American with Disabilities Act (“ADA”) please contact the Human Resources Office at (310) 605-5535 or email [email protected] to the meeting for assistance. CALL TO ORDER PLEDGE OF ALLEGIANCE ROLL CALL NEW BUSINESSA. Oral and Written Communications, Reports and RequestsA-1.Request to approve the following Eligible List:a. Code Enforcement Officer IOpen Competitive (pending any appeals)A-2.Request for Temporary Appointmenta. Housing Services Supervisor – Community DevelopmentEffective 10/03/2023b. Paratransit Driver – RecreationEffective: 11/20/2023 Personnel Board AgendaNovember 16, 2023 Page 2 B. PUBLIC HEARING – 6:05 PMB-1. The Personnel Board, pursuant to Sections 1010(c) and 1103 of the Compton City Charter, will hold a public hearing to consider the following proposed amendments to the Classification Plan.a. Human Resources Specialist(Proposed amended classification specification) C. PUBLIC HEARING – 6:10 PMC-1. The Personnel Board, pursuant to Section 1101(a)(6) of the Compton City Charter, will hold a public hearing to consider the following request to exempt positions from the Classified Service for a period not to exceed (6) months:a. Video Production Specialist City Manager Effective 11/1/2023 b. City Engineer Public Works Engineering Effective 08/05/2023 c. Human Resources SpecialistHuman ResourcesEffective 10/04/2023d. PlumberGeneral ServicesEffective 9/21/2023e. Facility Maintenance IIIGeneral Services08/16/2023 Personnel Board AgendaNovember 16, 2023 Page 3 AUDIENCE COMMENTSPERSONNEL BOARD COMMENTSADJOURNMENTThe next regular meeting of the Personnel Board is scheduled for Thursday, November 16, 2023 at 6:00 p.m.Posted: November 13, 2023 Pursuant to Section 54957.5 of the California Government Code, any writings (except for those writings, which are exempt from disclosure) which are distributed to all or a majority of the members of the Personnel Board are available for public inspection in the Human Resources Department during regular business hours on November 13, 2023.

Human Resources Specialist

GENERAL PURPOSE: Under general supervision, performs confidential paraprofessional to professional human resources work including—but not limited to—recruitment and selection, classification and compensation, benefits administration and special projects.

SUPERVISION RECEIVED/EXERCISED: Under general supervision of the Human Resources Analyst.

DISTINGUISHING CHARACTERISTICS: Incumbents in this classification will be expected to effectively perform varied technical tasks which are necessary to carry out the City’s human resources management program. Typical assignments may occasionally involve field work for the collection of data, administration of examinations, or coordination of special presentations, training and other group activities.

PRIMARY DUTIES AND RESPONSIBILITIES:

The following essential functions are those that are critical, integral, necessary, crucial, primary and fundamental to the job.

Incumbents who possess the requisite skill, experience, education, and other job-related requirements of a position are expected to perform the essential functions of the job with or without a reasonable accommodation.

The following duties ARE NOT intended to serve as a comprehensive list of all duties performed by all employees in this classification, only a representative summary of the primary duties and responsibilities. Incumbent(s) may not be required to perform all duties listed and may be required to perform additional, position-specific duties.

 Performs routine duties required to carry out the City’s personnel selection process, including preparation of recruitment bulletins and advertising; screen job applications, schedule, conduct and score examinations; notification to applicants; conducting background investigations; reviewing proposed personnel actions; prepare correspondence and reports.
 Assists with the preparation of class specifications; assists with conducting classification, compensation and benefits surveys.
 May administer a variety of benefits programs offered by the City, including medical, dental, vision, life insurance and other programs. Verifies and inputs data directly into various systems; processes enrollments for all insurance programs; monitors and verifies dependent eligibility for benefits; processes COBRA enrollments; monitors retirees activity and benefits enrollments coordinating with PERS, Social Security, Medicare and COBRA.
 Interprets and explains the provisions of memoranda of agreements, the City Charter, the Municipal Code, Personnel Rules and Regulations, and administrative policies and procedures; collects and analyzes data concerning policies, procedures, rules or regulations and prepares reports of recommendations.  Performs research related to confidential human resources issues.  Maintains employee data using the HRIS.
 Prepares or edits various publications, documents, correspondence and reports.  Assists in conducting classification study projects.
 Conducts or assists in the planning and coordination of employee training, development, special services, new employee’s orientation and processing, fringe benefits programs, and other presentation or group activities.

City of Compton

HUMAN RESOURCES SPECIALIST
Department: Human ResourcesInternal
ServicesHuman Resources
Class Code: 1507
Revised Date: June 2014July 2020 FLSA Status: Non-Exempt Personnel Board Approved:
08/21/2014
Bargaining Unit:

Miscellaneous and Confidential
Council Approved: 5/19/2015
Resolution No. 24,145

City of Compton
Human Resources Specialist
Human Resources Specialist - Page 2 of 3

PRIMARY DUTIES AND RESPONSIBILITIES (Continued):

 May act as staff support to Labor Relations Analyst or Human Resources Analyst.  Perform other related duties as required.

MINIMUM QUALIFICATIONS:

Education and Experience:
 Education: A Bachelor’s DegreeAn Associates Degree from an accredited college or university with a major in personnel, public or business administration or a related field; AND three two (32) years of full-time paid sub-professional to professional work experience in public agencya human resources or personnel department. Related experience may substitute education on a year for year basis. Experience in a public agency human resources department is highly preferred.

Required Licenses or Certifications:
 Must possess a valid California Class C Driver’s License.

Required Knowledge of:
 Human resources practices, procedures and applicable federal and state laws and regulations affecting the public sector.
 Basic principles of public personnel administration.
 Modern and effective methods of data collection, analysis and presentation.  Modern and effective methods of administrative work planning, scheduling and coordination; principles of report-writing and recordkeeping.
 Recruitment, selection and testing techniques.
 Recordkeeping principles and procedures.
 Research and analytical methodologies.
 Human resource information systems.

Required Skill in:
 Analyze and interpret the provisions of policies, rules and laws affecting public personnel administration.  Prepare clear, concise reports and correspondence.
 Plan, coordinate and schedule the delivery of information and services to employees and the public.  Make effective oral presentations.
 Analyze and interpret administrative and technical problems and to report sound conclusions and recommendations.
 Perform mathematical calculations with speed and accuracy.  Communicate effectively, orally and in writing.
 Set up and maintain computerized office files and other documents.  Demonstrate proper use of English and grammar in speech and in report writing.  Maintain confidential information, records and reports.  Establish and maintain cooperative relationships with all persons contacted during the course of work performance.
 Operate computers and related software.
 Meet physical and health status requirements for this classification and work category as outlined in the City’s Medical Standards for Applicants and Employees.

Physical Demands / Work Environment:
 Work is performed indoors in an office setting which is primarily sedentary.  Work requires frequent light lifting, carrying and on occasion driving.  Moderate finger dexterity and near vision is required.  May require vision (which may be corrected) to read small print.

City of Compton
Human Resources Specialist
Human Resources Specialist - Page 3 of 3
 May require mobility of arms to reach and dexterity of hands to grasp and finger manipulation.  May be are subject to environmental conditions.
 May be required to work at a computer terminal for prolonged periods.  May perform lifting, pushing and/or pulling which does not exceed 25 pounds and is an infrequent aspect of the job.
 May be required to work evenings and/or weekends.

December 12, 2023
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: NEBRASKA JONES, DIRECTOR

GENERAL SERVICES DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A TWELVE (12)

MONTH LEASE AGREEMENT WITH THE SECRET PLACE CHURCH
FOR THE LEASE OF CITY-OWNED PROPERTY LOCATED AT 700

NORTH BULLIS ROAD

SUMMARY
The City Council will consider a request by The Secret Place Church organization and authorize the City Manager to enter into a twelve (12) Month (i.e. December 1, 2023, through November 30, 2024), agreement for the lease of approximately 676 square feet of dedicated indoor space at City-owned property, located at 700 North Bullis Road, commonly known as the “CareerLink” facility.

BACKGROUND
The City of Compton owns certain real property located at 700 North Bullis Road, commonly known as the “CareerLink” facility. This property is used as a “shared occupancy” facility, offering indoor space for leasing to outside agencies, organizations, and individuals.

Pursuant to guidance of the City Council, in November 2012, the City Manager implemented a City-wide leasing policy which mandates that City-owned facilities and/or property shall not be leased without first obtaining proper authorization from the City Council (i.e. an adopted resolution) and execution of a written lease agreement [City of Compton Standard Operating Manual, Policy 4.17(A)(1)]. In addition to other matters, the Policy specifies that lease rates shall be based on the square footage of the area(s) subject to the exclusive use/occupation of the Lessee and that the standard leasing rate for indoor floor space in a City-owned facility shall be at least One Dollar ($1.00) per square foot.

In addition to the base minimum rental rate of $1.00 per square foot for indoor space, proposed lease agreements are to address the costs incurred by the City for utilities, maintenance and repairs, etc. At the CareerLink location, the typical lease to date has identified the utility cost to be Ninety-Seven cents ($0.97) per square foot.

6.6.6.6.6. Staff Report – Resolution Authorizing Lease
700 North Bullis Road (676 Indoor Sq. Ft.)
The Secret Place Church
December 12, 2023, Page 2
Thus, the cost to the tenant is recommended at a minimal monthly rental rate based on a square footage charge of $1.97 (i.e. $1.00 per square foot base rental rate plus $0.97 per square foot for utilities, etc.).

STATEMENT OF ISSUE
Historical Background of Organization
The Secret Place Church was incorporated in 2016 and according to the prospective tenant, the church is a non-denominational, multicultural church that believes in the word of God and reflects the vision of the Kingdom. Their mission is to provide a place where individual wholeness is achieved through prayer, preaching, and teaching the word of God. The church plans to utilize the facilities for prayer, Bible study, worship services, community outreach, leadership development, performance arts, and entrepreneurial empowerment.

On October 31, 2023, staff received a request from The Secret Place Church to lease office space at CareerLink located 700 North Bullis Road. In addition to the office space, The Secret Place Church requests to use the facility’s auditorium during the City of Compton’s Non-Business Hours. This cost will vary depending on the hours and days The Secret Place Church requests to operate their service. Staff will bill The Secret Place Church in advance for each occurrence of Non-Business Hours requested.

This proposed lease agreement will provide The Secret Place Church with exclusive use of the following indoor space at the CareerLink facility:

Indoor square footage
Classroom 4A 676 square feet
Total Exclusive Indoor Square Footage 676 square feet
If approved, the City Council will authorize the City Manager to enter into a twelve (12) month lease agreement with the City of Compton, beginning December 1, 2023, through November 30, 2024, for exclusive occupation of the above-indicated indoor spaces of the CareerLink site.

FINANCIAL IMPACT
Unless the Council decides to waive the minimum lease rental rate requirements of Policy

4.17(A)(1) of the City Leasing Policy, the estimated fiscal impact of this proposed action will be a net gain to the General Fund of a base monthly lease rental rate of One Thousand, Three Hundred and Eighty – One Dollars and Seventy – Two Cents Staff Report – Resolution Authorizing Lease
700 North Bullis Road (676 Indoor Sq. Ft.)
The Secret Place Church
December 12, 2023, Page 3
($1,381.72) for the term of the lease for an annual amount of Fifteen Thousand, Five Hundred and Seventy – Nine Dollars and Sixty - Four Cents ($15,579.64). This amount does not include the Non-Business Hours Rate; since this rate is calculated by each occurrence, the monthly and yearly amount is unknown at this time.

ALTERNATIVE
Staff is currently working on updating a revised Schedule of Fees for Council consideration. There is little doubt that the current rental rates for space at 700 North Bullis Road are below market. The City Controller has preliminarily estimated that the rates for utilities, maintenance, custodial and security are approximately $2.02. Council has the discretion to choose among a number of options:

1. Authorize the City Manager to enter into a lease agreement with The Secret Place Church for the 12-month term requested (or offer a lesser term) as follows:
a. For an updated rate reflecting recent research regarding other costs (i.e., $1.00 per square foot base rental rate plus an $2.02 per square foot for utilities, maintenance, custodial, and security) at a total rate of $3.02. Total cost – Two Thousand, Three Hundred and Sixty – Five Dollars and Fifty -Two Cents ($2,365.52) per month, or Twenty - Eight Thousand, Three Hundred and Fifty - Six Dollars and Twenty Four Cents ($28,356.24) per year. b. For some other monthly rental rate.

2. Reject the request to enter into a lease agreement for this location by The Secret Place Church.

RECOMMENDATION
Staff recommends adherence to the current Standard Operating Manual, Policy 4.17(A) at this time. However, the decision to increase lease rental amounts and/or waive other requirements of the City’s Leasing Policy is at the discretion of the City Council.

NEBRASKA JONES, DIRECTOR

GENERAL SERVICES DEPARTMENT
APPROVED FOR FORWARDING:

JEROME GROOMES

CITY MANAGER
RESOLUTION NO. ___________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A TWELVE (12) MONTH

LEASE AGREEMENT WITH THE SECRET PLACE CHURCH FOR THE LEASE OF CITY-OWNED PROPERTY LOCATED AT 700 NORTH BULLIS ROAD
WHEREAS, the City of Compton owns certain real property located at 700 North Bullis Road; and
WHEREAS, pursuant to guidance of the City Council, in November 2012, the City Manager implemented a City-wide leasing policy [Standard Operating Manual, Policy

4.17(A)], which mandates that City-owned facilities and/or property shall not be leased without first obtaining proper authorization from the City Council (i.e. an adopted resolution) and execution of a written lease agreement; and WHEREAS, the Policy specifies that lease rates shall be based on the square footage of the area(s) subject to the exclusive use/occupation of the Lessee and that the standard leasing rate for indoor floor space in a City-owned facility shall be at least One Dollar ($1.00) per square foot; and
WHEREAS, in addition to this required minimum base rental rate, the leasing policy addresses the recovery of the costs incurred by the City for the provision of the following services: utilities (e.g. gas, electricity, water, trash, etc.), routine maintenance and minor repairs, custodial services and City security. At the Careerlink location, the City Controller has identified the utility cost to be Two dollars and two cents ($2.02) per square foot; and
WHEREAS, The Secret Place Church, is a non-denominational, multicultural church that seeks City Council approval to enter into a twelve (12) month lease agreement option with the City, beginning December 1, 2023, through November 30, 2024, for the exclusive occupation of 676 square feet of indoor space located at 700 North Bullis Road, for the purpose of bible study and worship services for their organization; and Classroom 4A Total Exclusive Indoor Square Footage 676 square feet WHEREAS, in addition to the 676 square feet of exclusive office space, The Secret Place Church requests to use the facility’s auditorium during the City of Compton’s Non- Business Hours; and
WHEREAS, the City Council has the discretion of authorizing the lease agreement with The Secret Place Church, and if granted, a monthly rental fee of Two Thousand Forty-One Dollars and Fifty-Two Cents ($2,041.52) will be provided to the City with a grand total of Twenty-Four Thousand Four Hundred Ninety-Eight Dollars and Twenty-Four Cents ($24,498.24) for the twelve (12) month agreement; and WHEREAS, the cost to utilize the auditorium will vary depending on the hours and days the organization requests to operate their service; staff will bill The Secret Place Church in advance for each occurrence of Non-Business Hours requested; and WHEREAS, staff recommends the City Council authorize the City Manager to enter into a twelve (12) month agreement with the organization.

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

Section 1. That the City Manager, upon the approval of the City Attorney, is authorized to enter into a twelve (12) month lease agreement, effective December 1, 2023, through November 30, 2024, with The Secret Place Church for the exclusive use of approximately 676 square feet of space within the City-owned building located at 700 North Bullis Road, for purposes of bible study and worship services for their organization.

Resolution No. __________