Agenda packet — Compton City Council, September 15, 2026 (part 2 of 3)

Indoor square footage
Classroom 1A Cubicle Space 1,080 Square Feet
Classroom 1A Glass Office 154 Square Feet
Classroom 1A Restroom 1 210 Square Feet
Classroom 1A Restroom 2 210 Square Feet
Classroom 1A Hallway 164 Square Feet
Total Exclusive Indoor Square Footage 1,818 Square Feet NOTE: Within the Premises leased by Tenant (Classroom 1A) is located a data storage closet, consisting of approximately 148 Square Feet (as reflected in the attached diagram). This data storage closet is not included within the exclusive use space leased by Tenant. Tenants have no right to use this data storage closet for any purpose whatsoever. The Owner retains the exclusive right to use this data storage closet and shall have the right to enter upon and into the Tenant’s leased space to gain access to this data storage closet with twenty-four (24) hours' notice to Tenant, or less notice if an emergency dictates.

WHEREAS, 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 Five Thousand Four Hundred Ninety Dollars and Thirty Six Cents ($5,490.36) for the term of the lease, resulting in an annual amount of Sixty Five Thousand Eight Hundred Eighty Four Dollars and Thirty Two Cents ($65,884.32); and
WHEREAS, the City Council has the discretion to consider several options, including authorizing the lease agreement with Coalition for Humane Immigrant Rights (CHIRLA), for a three (3) year (i.e., October 1, 2026, through September 30, 2029) term requested, approve a shorter lease term, approve the lease for the minimally recommended City policy rates (i.e., $1.00 per square foot plus utilities, maintenance, and repairs) of $5,490.36 per month, approve a reduced rental rate, or reject the request to enter into a lease agreement for this location by CHIRLA; and WHEREAS, 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.

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 Legal Division, is authorized to enter into a three (3) year (i.e., October 1, 2026, through September 30, 2029), lease agreement with the Coalition for Humane Immigrant Rights for the exclusive use of approximately 1,818 square feet of space within the City-owned building located at 700 North Bullis Road, Compton, CA 90221, for purposes of administrative offices and support services.

Section 2. That the rental rate for the three (3) year term of the lease agreement shall be:
a. For the minimally recommended City policy rates (i.e., $1.00 per square foot plus utilities, maintenance, and repairs) of $5,490.36 per month. b. For some other monthly rental rate.
______________ per month, or _____________ per year.

Resolution No. _______

Page 3 ends

Section 3. That Account No. 1001-000-000-3420 has been established to receive all facility lease payments.

Section 4. That a certified copy of this Resolution shall be filed in the offices of the City Manager, City Clerk, City Controller, Legal Division, General Services, and Public Safety-Security Division.

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

ADOPTED this _______ day of _______________, 2026.
_______________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF COMPTON )
I, Satra D. Zurita, 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 _______________, 2026.

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

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSTAIN:COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

LEASE AGREEMENT BETWEEN

CITY OF COMPTON
AND

COALITION FOR HUMANE IMMIGRANT RIGHTS (CHIRLA)
This LEASE AGREEMENT is entered into by and between the CITY OF COMPTON, a municipal corporation of the State of California (hereinafter referred to as “OWNER”) and the COALITION FOR HUMANE IMMIGRANT RIGHTS (CHIRLA) (hereinafter referred to as “LESSEE”), collectively, the “Parties.”
RECITALS:

WHEREAS, the City of Compton (“Owner”), has under its jurisdiction certain real property located at 700 North Bullis Road, Compton, California 90221, also known as the “CareerLink” facility (the “Site”); and WHEREAS, on_________ the City Council adopted Resolution No. ______, which authorized the City Manager to enter into a lease agreement with the Coalition for Humane Immigrant Rights (CHIRLA) (“Lessee”) for a period of three (3) year (i.e., October 1, 2026, through September 30, 2029); and NOW, THEREFORE, Owner and Lessee, for the consideration, terms, and conditions herein described, mutually agree as follows:

WITNESSETH:

Section 1. Premises. The Owner, for and in consideration of the performance of the covenants and agreements hereinafter contained to be kept and performed by the Lessee and upon the following terms and conditions, hereby leases to the Lessee, and the Lessee hereby hires and takes of and from the Owner, those certain Premises situated in the City of Compton, County of Los Angeles, State of California, more particularly described as:

Compton CareerLink Facility
700 North Bullis Road
Compton, California 90221
[The “Site”]
Lessee shall lease approximately 1,818 square feet of indoor office space within the Site building (as outlined on the attached Diagram/map of the Site/Premises). Lessee may also have access to and use of shared public spaces within the site.

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 2 Indoor square footage
Classroom 1A Cubicle Space 1,080 Square Feet
Classroom 1A Glass Office 154 Square Feet
Classroom 1A Restroom 1 210 Square Feet
Classroom 1A Restroom 2 210 Square Feet
Classroom 1A Hallway 164 Square Feet
Total Exclusive Indoor Square Footage 1,818 Square Feet [The “Premises”]
The Premises are leased in "AS IS" condition and Lessee acknowledges that it has inspected and accepts the Premises in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession by Lessee shall be conclusive to establish that the Premises are in good and satisfactory condition when possession is taken. Owner makes no warranties or representation as to the suitability of the Premises for Lessee's intended use, including without limitation, as to zoning, visibility, traffic count or any other factors.

Note: Within the Premises leased by Lessee (Room 1A) is located a data storage closet, consisting of approximately 102 square feet (as reflected in the attached diagram). This data storage closet is not included within the exclusive use space leased by Lessee. Lessee shall have no right to use of this data storage closet for any purpose whatsoever. Owner retains exclusive right to use of this data storage closet and on twenty-four (24) hour advance notice (less if an emergency dictates) to Lessee shall have the right to enter upon and into the Lessee's leased space to gain access to this data storage closet.

Section 2. Term. This Lease shall be for a term of three (3) years commencing on October 1, 2026, and shall terminate on September 30, 2029, unless extended or terminated as otherwise provided herein. This Lease shall supersede any previous Leases and/or agreements, written or oral.

Section 3. Rent.During the Lease term, the Lessee shall pay to Owner as rent for said Premises the total sum of Five Thousand Four Hundred Ninety Dollars and Thirty-Six Cents ($5,490.36), per month, based on a rental rate of Three Dollars and Two Cents ($3.02) per square foot for each square foot of exclusive use indoor space. Lease payments shall be due in advance on the first day of each and every month of the term hereof. Any lease payment not received by the Owner by the tenth (10th) day of the month will be deemed late, and a late fee (penalty) in the amount of Five Percent (5%) will be charged.

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 3 Payments shall be remitted to: General Services Department 205 South Willowbrook Avenue
Compton, California 90220
Attn: Director
Payable to: City of Compton
[Please identify your Lease Site on the payment]
[Lease Site: CareerLink – 700 N. Bullis Rd.

Class Room 1A]
Section 4. Use of Premises. Lessee is entitled to use the Premises during normal building business days/hours (Mondays through Fridays, 7:00 a.m. to 6:00 p.m.), (excepting legal City holidays) for the following purpose(s) only:

Administrative Offices and Support Services
Lessee shall not use the Premises for any other purposes without the prior written consent of the Owner. Lessee shall not use the Premises for residential purposes or for any commercial purposes not stated herein. Lessee shall not use the Premises for the storage of unusable equipment or property or for the rental or storage of any type of equipment not integral to the purposes of the Program.

Use of Premises at Shared Site on City Holidays and Non-Business Hours On those dates designated by the City Council as legal City holidays, the Site (including the Premises) shall be closed. If Lessee desires to use the Premises on a City holiday or during hours not specified above, Lessee shall pay the City the costs (e.g. employees' salary) of providing access to the Premises/Site and for provision of City security (if applicable).

Lessee shall provide written notification to the General Services Department a minimum of three (3) business days in advance of its desire to use the Premises on a City holiday or during non-business building hours. Owner shall provide Lessee with an invoice for the costs owed by Lessee for access/use of the Premises on a City holiday or during non-business building hours, which shall be due and payable on receipt by the Lessee.

Section 5. Delivery of Premises. If Owner, for any reason, cannot deliver the Premises described above to Lessee at the commencement of the term hereof, Owner shall not be deemed to be in default hereunder, nor shall Owner be liable to Lessee for any loss or damage resulting directly or indirectly arising out of or resulting from such failure and Lessee at Lessee’s option, may declare this Agreement to be null and void.

Section 6. Utilities and Other Services. Owner agrees to furnish the following utilities and services at Owner's expense during normal business hours:

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 4 a. Electricity for normal lighting and power for office use. Special or additional electrical requirements over and above the standard for general office uses will be charged directly to Lessee.
b. Heating/Cooling.
c. Hot and cold water.
d. Routine maintenance.
e. General/shared security for the Site.

Any and all other types of utilities (e.g. telephone, cable, etc.) and services shall be at the sole expense and responsibility of the Lessee. Prior written approval shall be required for the installation of any utility and/or service that will involve physical alteration of the Premises and/or Site. Lessee shall reimburse Owner for the cost of repairing any and all damages to the Premises and/or Site caused directly or indirectly by Lessee's utility or service provider or its equipment.

Owner shall in no way be liable or responsible for any loss, damage or expense that Lessee may sustain or incur by reason of any change, failure, interference, disruption or defect in the supply or character of the utilities and services supplied to Premises and/or Site, unless directly caused by the active negligence or willful misconduct of the Owner.

Section 7. Assignment and Subletting. Lessee agrees not to sublet the whole or part of the Premises, assign the Lease nor permit the use of the Premises by anyone other than the Lessee, its employees, business invitees, customers and patrons without in each case first securing the written consent of the Owner. Any attempted assignment or subletting of this Lease without the written consent of the Owner constitutes fraud and this Agreement shall be null and void.

Section 8. Alterations and Additions. Lessee shall not make any alterations or construct any additions or improvements in or on the Site and/or the Premises until the Owner has been provided with said plans and specifications for the project. Once the Owner has been provided with said plans and specifications, Owner shall have a fifteen (15) day minimum review period before granting Lessee approval or disapproval of the project in writing. Lessee shall, at the time of the request, specify if they desire to retain ownership and/or possession of the alteration, addition, or improvement subject to plan review by Owner at Lessee’s expense.

Owner agrees that except for structural alterations, the Lessee may remove, during or a the expiration or other termination of the term of this Lease, Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 5 or of any extension or holdover period thereof, as the case may be, personal property placed or installed n or upon the Site and/or the Premises by the Lessee or under its authority. Any personal property, improvements or additions not removed by Lessee within thirty (30) days after the end of the term, or any extension or holdover period thereof, shall automatically become the property of Owner.

Lessee shall repair any damage to the Site and/or the Premises caused by Lessee’s installation and/or removal of its personal property, alterations, improvements or additions.

Lessee shall, at its sole cost and expense, be allowed to place its typical signage on the Building on the Site upon the Owner's advance written approval.

Section 9. Repairs and Maintenance. Owner shall not be responsible to make any repairs or alterations to the Premises, excepting due to reasonable normal wear and tear, and Lessee assumes any and all cost and liability for the repair and maintenance of the Premises leased herein, unless such repairs, alterations or maintenance are due to Owner’s negligence or willful misconduct.

Lessee agrees to repair any damage caused by Lessee, its employees, contractors, agents or invitees, negligently or otherwise, at its own expense, and maintain the Premises leased and to return said Premises to Owner in as good order, repair and condition as the same were in at the commencement of this Lease. Lessee must obtain prior written approval from the Owner prior to commencing any repairs to the leased Premises.

Lessee shall continue to maintain said Premises in good repair and tenable condition and in compliance with all health, safety and sanitation laws, ordinances and regulations of the State of California and local authorities throughout the term of the Lease.

Lessee agrees to keep Premises in good order and condition at their sole cost and expense. All work done by Lessee on the Premises shall be done in a lawful manner and in conformity with all applicable laws, ordinances and regulations. The Premises shall be kept free from any and all liens and charges on account of labor or materials used in contribution to any work thereon.

Unless otherwise required by law or expressly provided for within this Lease Agreement, Owner shall have no liability to Lessee for any condition on the Premises leased herein and Lessee agrees that It has inspected the same, knows the condition and takes this Lease with the Premises in its present condition. Lessee agrees to hold the Owner harmless from any and all liability arising out of or in connection with the use for the Premises leased here b the Lessee, its agents, employees business invitees, customers and patrons, except to the extent any such liability is attributable to Owner’s negligence or willful misconduct.

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 6 Section 10. Insurance. Lessee shall furnish certificates of insurance, along with endorsements, issued to Owner substantiating the fact that it has taken out the specified insurance for the term covered by this Lease, or any extension or holdover period thereof, with an insurance carrier acceptable to the Owner under forms satisfactory to the Owner. Each certificate shall bear an endorsement precluding cancellation or reduction in coverage of any policy covered by such certificate except upon at least thirty (30) days prior written notice to Owner. It is agreed that Owner shall not be liable for the payment of any premiums or assessments on the insurance required.

Lessee shall present evidence of required insurance and certificate of endorsement to Owner no later than the commencement date of this Lease and each and every lease year thereafter. The Lessee shall not occupy the Premises until the Owner has received and approved the required certification. Failure on the part of the Lessee to procure or maintain insurance shall constitute a material breach upon which the Owner may immediately terminate this Lease Agreement.

All insurance required hereunder shall be primary with respect to any insurance maintained by the City and shall not call on the City’s program for contributions. Program(s) of insurance shall include:
a.General Liability.Lessee shall provide and maintain at its own expense during the term of this Lease Agreement a policy of Commercial General Liability Insurance, inclusive of personal injury liability and broad form property damage coverage, in an amount not less than One Million Dollars ($1,000,000) per occurrence. The coverage shall be written on an occurrence basis. Claims made coverage is not acceptable.
b.Workers’ Compensation Insurance.Lessee shall provide and maintain at its own expense during the term of this Agreement a program of Workers’ Compensation Insurance and Employer’s Liability Insurance in an amount and form to meet all applicable requirements of the State Labor Code and which specifically covers all persons providing services by or on behalf of the Lessee and all risks to such persons under the Agreement. c.Fire and Casualty Insurance.Lessee shall maintain fire insurance on such party’s own equipment and property or to adequately self-insure the same.

Lessee shall provide, or cause to be provided, and maintained at its sole cost property insurance in the amount of the value of the improvements on the Premises on a replacement cost basis. The property insurance shall insure against the perils of fire (with extended coverage), theft, vandalism, malicious mischief, collapse, flood, earthquake, windstorm and physical loss or damage.

Owner will not keep improvements which are constructed or installed and owned by Lessee under the provisions of this Lease insured against fire or casualty, and Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 7 Lessee will make no claim of any nature against Owner by reason of any damage to the business or property of Lessee in the event of damage or destruction by fire or other cause, arising other than from or out of negligence or willful misconduct of agents or employees of the Owner in the course of their employment.
d.Insurance Endorsements.The liability insurance policy(ies) shall be endorsed with the following language:
(1) The City of Compton and its respective elected and
appointed officers, officials, employees, agents and volunteers are to be named and covered as “additional insureds” with respect to liability arising out of the activities of the Lessee.
(2) The insurer waives all rights of subrogation against the City. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City.
(4) Identify the leased Premises covered by the policy(ies) and the identity of the insured(s).
e.Contractor’s Insurance Requirements. Lessee shall require that any contractors and subcontractors used to perform improvements/repairs to the building structure and Premises as provided in Sections 8 and 9 of this Lease Agreement to provide and maintain during the entire period of performing improvements/repairs the following programs of insurance:
(1) A policy of Commercial General Liability Insurance, inclusive of personal injury liability and broad form property damage coverage, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate. The coverage shall be written on an occurrence basis. Claims made coverage is not acceptable. (2) A program of Workers’ Compensation Insurance and Employer’s Liability Insurance in an amount and form to meet all applicable requirements of the State Labor Code and which specifically covers all persons providing services by or on behalf of the contractor and all risks to such persons. (3) A program of Automobile Liability Insurance with a limit of liability of not less than One Million Dollars ($1,000,000.00) for each accident. Such insurance shall include coverage for all “owned”, “hired” and “non-owned” vehicles, or coverage for “any auto”.
(4) The Contractor(s) liability insurance policy(ies) shall be endorsed Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 8 with the following language: The City and its respective elected and appointed officers, officials, employees, agents and volunteers are to be named and covered as “additional insureds” with respect to liability arising out of the activities of the contractor.

Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of the Lessee and/or its contractors and subcontractors under the terms of the Lease Agreement. Lessee shall procure and maintain, at its own costs and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary relating to Lessee’s use of the Premises and improvement/repairs made to the Premises.

Section 11. Losses.Owner shall not be responsible for losses or damage to personal property, equipment or materials of Lessee. Owner will not keep improvements which are constructed or installed and owned by Lessee under the provisions of this Lease insured against fire or casualty, and Lessee will make no claim of any nature against Owner by reason of any damage to the business or property of Lessee in the event of damage or destruction by fire or other cause, arising other than from or out of the gross negligence or willful misconduct of agents or employees of the Owner in the course of their employment.

Section 12. Damage or Destruction.
a. Termination of Lease. If the entire Premises or any material portion thereof are damaged or destroyed by earthquake or other violent action of the elements, or by fire or other casualty such that it is difficult or impossible for Lessee to continue operating its business thereon, then either Owner or Lessee may cancel this Lease as of the date of damage or destruction by delivering written notice to the other within thirty (30) days following the damage or destruction. If the Lease is cancelled, Lessee shall surrender the Premises and shall not be obligated for any further rental payment and Owner shall refund any unearned rent paid in advance by Lessee, calculated at a daily rate based on the regular monthly rental.

Repair of Premises. In the event of any lesser damage by casualty (other than that caused by or do the actions/inactions of the Lessee), Owner shall, at Owner's cost and expense, promptly repair the same to the extent Owner's insurance proceeds are made available to Owner therefor and provided that (a) such repairs, in Owner's reasonable good faith opinion, can be commenced within thirty (30) days of the event which necessitated the repair and restoration, unless it is not reasonably possible to commence repair and restoration within thirty (30) days from the date of such damage or destruction (without payment of overtime or other premiums) and (b) the cost of such repairs, in Owner's reasonable good faith opinion, will not exceed 50% of the then replacement cost of the Site. If Owner is not required to repair such damage or destruction, then Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 9 Owner shall, within 30 days from the date of such damage or destruction, either (i) notify Lessee in writing of Owner's election to repair such damage or destruction, in which event Owner shall promptly repair the same, or (ii) notify Lessee in writing of Owner's election to immediately terminate this Lease, in which event this Lease is terminated effective as of the date of such damage or destruction. Lessee may terminate this Lease effective as of the date of any such damage or destruction if Lessee reasonably determines in its good faith opinion that such damage or destruction substantially impairs the satisfactory operation of the Lessee's operations by notifying Owner in writing of Lessee's election to terminate not later than 30 days after the date of such damage or destruction.

Loss Caused by Lessee. If the Premises are wholly or partially damaged or destroyed as a result of the gross negligence or willful misconduct or omission of Lessee, Lessee shall forthwith diligently undertake to repair or restore all such damage destruction at Lessee's sole cost and expense. This Lease shall continue in full force and effect without any abatement or reduction in rent or other payments owed by Lessee, and this obligation of Lessee to repair or restore the Premises shall survive the cancellation of this Lease.

Exclusive Remedy. This Section 12 shall be Lessee's sole and exclusive remedy in the event of damage or destruction of the Premises, and Lessee waives and releases Lessee's rights under California Civil Code Section 1932 and 1933(4).

No damages, compensation or claim shall be payable by Owner for any inconvenience, any interruption or cessation of Lessee's business, or any annoyance, arising from any damage or destruction of all or any portion of the Premises.

Section 13. Hazard Materials.Lessee shall not use any Hazardous Materials in/or on Site or the Premises, except as necessary in the ordinary course of business and in full compliance with all Environmental Laws. Lessee will promptly notify Owner of any release or presence of any Hazardous Material in/on the Premises of which Lessee becomes aware.
a. Remediation. If Hazardous Materials are released at the Site and/or Premises by Lessee, its agents, employees, or contractors, then Lessee is solely responsible for the removal and/or remediation of any Hazardous Materials to the extent required by governmental authorities in compliance with applicable Environmental Laws.
b. Indemnification. Lessee shall indemnify and hold Owner harmless from and against any and all claims, actions, suits, proceedings, loss, liabilities, damages, fines, costs, or expense (including reasonable attorneys’ fees, consultants’ fees, investigation and laboratory fees, court costs, and litigation expenses), which arise from the presence of Hazardous Materials at the Site and/or Premises released by Lessee or its agents, employees, or contractors.

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 10 Section 14. Default. Lessee shall pay said rent to the Owner without deduction, default or delay. In the event of the failure of Lessee to do so, or in the event of a breach of any other terms, covenants or conditions herein contained on the part of Lessee to be kept and performed and if such default continues for a period of thirty (30) days after receipt of written notice from Owner to Lessee of such default, this Lease may be terminated. Owner may not terminate the Lease if (a) Lessee cures the default within the thirty (30) day period after notice of default is given, or (b) the default cannot reasonably be cured within thirty (30) days after notice of default is given, but Lessee reasonably commences to cure the default within the thirty (30) day period and diligently and in good faith continues to cure the default. In the event of termination of this Lease, it shall be lawful for Owner to reenter into and upon the Premises and every part thereof and to remove and store at Lessee’s expense all property therefrom and to repossess and occupy the Premises. In addition thereto, Owner shall have such other rights or remedies as may be provided for by law.

Section 15. Holding Over. In case Lessee holds over beyond the term herein provided with the consent, express or implied, of the Owner, such tenancy shall be from month-to-month only, subject to the same terms and conditions of this Lease, but shall not be a renewal hereof. Such month-to-month tenancy shall be terminable on thirty (30) days written notice by either party to the other party.

Section 16. Cancellation Provision.Notwithstanding any other provisions contained herein, either party shall have the right to cancel this Lease, without cause, at anytime, upon thirty (30) days prior written notice to the other party.

Section 17. Owner’s Access. Lessee agrees to permit the Owner or Owner’s authorized agents, upon reasonable advance notice, free access to the Premises at all reasonable times for the purpose of inspection of the Premises or for making necessary alterations, improvements or major repairs.

Section 18. Discrimination. The Lessee herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it that this Lease is made, accepted, and subject to the following conditions:

That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, the leasing, subleasing, transferring, use, occupancy, tenure, enjoyment of the Premises herein leased nor shall the Lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with referenced to the selection, location, number, use of occupancy, of Lessees or vendees in the Premises herein leased.

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 11 Section 19. Indemnification. Lessee shall indemnify and save harmless the Owner, its officials, officers, employees, agents and volunteers (collectively hereafter the “Owner”), against any and all damages to property or injuries to or death of any person or persons, and shall defend, indemnify and save the Owner from any and all liability and expense, including reasonable defense costs and legal fees, and claims, demands, suits, actions or proceedings of any kind or nature, including Workers’ Compensation claims, of or by anyone whomsoever in any way resulting from or arising out of Lessee’s, its employees, contractors, agents or invitees negligent or intentional acts in or on the Premises, or from conduct of Lessee, its employees, contractors, agents or invitees practice or business from any activity, work or things done.

This indemnification and hold harmless obligation does not extend to claims arising out of the sole negligence or willful misconduct of the Owner.

Section 20. Partnership Disclaimer.Lessee and any and all agents of Lessee shall act in an independent capacity and not as officers or employees of the Owner. Nothing herein contained shall be construed as constituting the parties herein as partners.

Section 21. Vacating Premises. Lessee shall, on the last day of said term or sooner termination of this Lease, peaceably and quietly leave, surrender and yield up to the Owner, the Premises in good order, condition and repair, reasonable use and wear thereof and damage by acts of nature, excepted.

Section 22. Compliance with Laws.Lessee shall at its sole cost and expense, comply with all the laws and requirements of all municipal, county, state and federal authorities now in force, or which may hereafter be in force pertaining to the Premises and use of the Premises as provided by this Lease.

Section 23. Easements and Right of Way.This Lease is subject to all existing easements and right of way. Owner further reserves the right to grant additional public utility easements as may be necessary and Lessee hereby consents to the granting of any such easements. The public utility will be required to reimburse Lessee for any damages suffered by Lessee caused by the construction work on the easement area.

Section 24. Parking Access.Unless specifically provided herein, if off-street parking is provided at the Site of the Premises, Lessee, its employees and invitees may have equal access to non-restricted/non-reserved parking spaces provided to all Lessees on a first-come, first-served basis.

Section 25. Relocation.Lessee acknowledges that Lessee, its employees, contractors, subordinates and assigns are not entitled to any Relocation Payment or Relocation Advisory Assistance due to their occupancy of the Premises.

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 12 Section 26. Failure to Perform.In the event of the failure, neglect or refusal of Lessee to do, or perform work, or any part thereof, of any act or thing in this Lease provided to be done and performed by Lessee, Owner shall, at its option, have the right to do and perform the same, and Lessee hereby covenants and agrees to pay Owner the costs thereof on demand.

Section 27. Binding on Successors.Each and all of the terms and agreements herein contained shall be binding upon and shall inure to the benefit of the successors in interest of the Owner, and wherever the context permits or requires the successors in interest to the Lessee.

Section 28. Amendments. This Lease Agreement may be modified or amended only be written document executed by both Lessee and Owner’s City Manager and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the parties to amend the terms and conditions of this Lease Agreement.

Section 29. Waivers.A waiver by either party to this Agreement of any breach of any terms, covenants or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

Section 30. Governing Law and Severability.This Agreement shall be governed by and construed under the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.

Should any part of this Agreement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the parties.

Section 31. Notices. All notices, demands or requests to be given under this Lease Agreement shall be given in writing and conclusively shall be deemed received when: (a) delivered personally, or (b) on the fifth (5th) business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided, or (c) one business day after send by facsimile transmission.

Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 13 To OWNER: City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: Director, General Services Department
(310) 605-5519
(310) 605-1753 – fax.

With copy to: City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: City Manager
To LESSEE: Coalition for Humane Immigrant Rights
2533 West 3rd Street, Suite 101
Los Angeles, California 90057
Attn: Zerihoun Yilma, Executive Director
(213) 440-5550
(213) 353-1344 – fax.

Section 32. Entire Agreement. This Lease and any exhibits or attachments hereto and incorporated herein constitute the entire agreement of Owner and Lessee. There are no agreements, terms, conditions or obligations other than those set forth herein.

This Lease shall supersede all previous communications, representations or agreements, either verbal or written between Owner and Lessee. This agreement may be modified only by written agreement signed by both Owner and Lessee.

IN WITNESS WHEREOF, Lessee has executed this Lease and the Owner, by its City Manager, who is authorized to do so, has executed this Lease.

COALITION FOR HUMANE IMMIGRANT RIGHTS
LESSEE
By __________________________________ Dated: ______________ Zerihoun Yilma, Executive Director
Lease Agreement – Compton CareerLink Facility
700 North Road, Compton, CA 90221 (Classroom 1A) - 1,818 Square Feet October 1, 2026 – September 30, 2029 / Resolution No. **** 14 CITY OF COMPTON/OWNER
Recommended for Approval:

By __________________________________ Dated: ______________ Janelle Bydon, Director
General Services Department
Approved by:

By __________________________________ Dated: ______________ Jerome Groomes, City Manager
Approved as to form:

By _________________________________ Dated: ______________ Legal Division
ATTEST:

Dated: _________________ By _____________________________ Satra D. Zurita, City Clerk
Attachments:

Resolution No. _________
Diagram of Premises
City of Compton Holiday Schedule
The Secret
Place Church
Compton Local Housing
City of Compton
Data Closet
CHIRLA
Auditorium
Glass Office
Restroom 1
Restroom 2
September 15, 2026
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: JANELLE BYDON, DIRECTOR

GENERAL SERVICES DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A ONE (1) YEAR

LEASE AGREEMENT WITH ENTRENOUS YOUTH EMPOWERMENT
SERVICES, INC. DBA COMPTON YOUTHBUILD FOR THE LEASE OF
CITY-OWNED PROPERTY LOCATED AT 1108 NORTH OLEANDER
AVENUE, COMPTON, CA 90222

SUMMARY
The City Council will consider a request by Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild (“Compton YouthBuild”) and authorize the City Manager to enter into a one (1) year (i.e., October 1, 2026, through September 30, 2027) agreement with a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) and one five-year option to extend (i.e., October 1, 2028, through September 30, 2033) or the lease of approximately 4,750 square feet of indoor space at City-owned property, located at 1108 North Oleander, Compton, California 90222.

BACKGROUND
The City of Compton owns certain real property located at 1108 North Oleander, Compton, California 90222, commonly known as the “Old Dollarhide” facility. This property is used as a “shared occupancy” facility, offering indoor space for leasing to outside agencies, organizations, and individuals.

Compton YouthBuild has been a tenant at the facility since 2017, currently utilizing approximately 9,502 square feet of indoor space and sharing the facility with Crystal Stairs, Inc. The organization now wishes to expand its operations by leasing the former Dollarhide Health Clinic space.

Pursuant to the guidance of the City Council, in November 2012, the City Manager implemented a Citywide Leasing Policy requiring that City-owned facilities and/or property shall not be leased without prior authorization from the City Council through an adopted resolution and the execution of a written lease agreement, in accordance with the City of Compton Standard Operating Manual (SOM), Policy 4.17(A)(1).

Among other provisions, the policy specifies that lease rates shall be based on the square footage of the leased premises and that the minimum rental rate for indoor space in a City-owned facility shall be One Dollar ($1.00) per square foot.

14.14.14.14.14. Staff Report – Authorizing Lease - 1108 North Oleander Ave Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild - 4,750 Indoor Sq. Ft.

September 15, 2026, Page 2
In addition to the minimum base rental rate, proposed lease agreements are intended to recover the City's costs for utilities, maintenance, and repairs. The City Controller has calculated these costs at Two Dollars and Two Cents ($2.02) per square foot.

Accordingly, the recommended minimum monthly rental rate is Three Dollars and Two Cents ($3.02) per square foot, consisting of the $1.00 base rental rate plus $2.02 per square foot for utilities, maintenance, and repairs.

STATEMENT OF ISSUE
According to the prospective tenant, Entrenous Youth Empowerment Services, Inc., dba Compton YouthBuild, is an established, high-performing partner invested in the physical and social infrastructure of the City of Compton.

The proposed lease agreement will provide Compton YouthBuild with shared space at 1108 North Oleander Avenue, Compton, CA 90222, as follows:

Indoor Square Footage 4,750 square feet
Total Leased Square Footage 4,750 square feet
Compton YouthBuild seeks City Council approval to enter into a one (1) year lease agreement with the City, beginning October 1, 2026, through September 30, 2027, with a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) and one five-year option to extend (i.e., October 1, 2028, through September 30, 2033) for shared occupancy of the space. The leased space will be used for administrative offices and support services for their organization.

Compton YouthBuild also requests that the City Council authorize lease provisions that differ from the City’s Leasing Policy by approving a reduced rental rate of One Dollar ($1.00) per square foot for the term of the lease, consistent with the lease rate approved in 2017. If approved, Compton YouthBuild will be responsible for maintenance, minor repairs, custodial services, and security.

SOM Policy 4.17(A)(1) provides that "only the City Council shall have the authority to reduce or waive the standard leasing rates and/or other costs required by the policy and the proposed lease agreement." Therefore, City Council approval is required to reduce or waive the standard leasing rates established by the City's Leasing Policy.

FINANCIAL IMPACT
Unless the Council elects to waive the minimum lease rental rate requirements established by SOM Policy 4.17(A)(1), the proposed lease would generate a base monthly rental payment of Fourteen Thousand Three Hundred Forty-Five Dollars ($14,345.00), resulting in an annual General Fund revenue of One Hundred Seventy-Two Thousand One Hundred Forty Dollars ($172,140.00) for the one-year lease term.

Staff Report – Authorizing Lease - 1108 North Oleander Ave Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild - 4,750 Indoor Sq. Ft.

September 15, 2026, Page 3

ALTERNATIVE
The Council has discretion to choose among a number of options:

1.Authorize the City Manager to enter into a lease agreement with Entrenous Youth Empowerment Services, Inc., dba Compton YouthBuild, for the one (1) year lease agreement with the City, beginning October 1, 2026, through September 30, 2027, with a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) and one five-year option to extend (i.e., October 1, 2028, through September 30, 2033, as requested (or offer a lesser term) as follows:
a. For the minimally recommended City policy rates (i.e., $1.00 per square foot plus utilities, maintenance and repairs) of $14,345.00 per month. b. For some other monthly rental rate.
______________ per month, or _____________ per year.

2.Deny the request to enter into a lease agreement for this location by Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild.

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.

JANELLE BYDON, DIRECTOR

GENERAL SERVICES DEPARTMENT
APPROVED FOR FORWARDING:

JEROME GROOMES

INTERIM CITY MANAGER
RESOLUTION NO. ___________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A ONE (1) YEAR LEASE AGREEMENT WITH ENTRENOUS YOUTH EMPOWERMENT SERVICES, INC. DBA

COMPTON YOUTHBUILD FOR THE LEASE OF CITY-OWNED PROPERTY LOCATED AT 1108 NORTH OLEANDER AVENUE, COMPTON, CA 90222 WHEREAS, the City of Compton owns certain real property located at 1108 North Oleander Avenue, Compton, CA 90222; and
WHEREAS, staff is requesting authorization for the City Manager to enter into a one (1) year (i.e., October 1, 2026, through September 30, 2027) agreement with a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) and one five-year option to extend (i.e., October 1, 2028, through September 30, 2033) or the lease of approximately 4,750 square feet of indoor space at City-owned property, located at 1108 North Oleander Avenue, Compton, California 90222; and WHEREAS, Entrenous Youth Empowerment Services, Inc., dba Compton YouthBuild has been a tenant at the facility since 2017, currently utilizing approximately 9,502 square feet of indoor space on the north side of the building and sharing the facility with Crystal Stairs Inc.; and
WHEREAS, Entrenous Youth Empowerment Services, Inc., dba Compton YouthBuild wishes to expand its operations by leasing the former Dollarhide Health Clinic Space; and
WHEREAS, the existing agreement with the City and Entrenous Youth Empowerment Services, Inc., dba Compton YouthBuild is separate and distinct, and the agreement for the use of 9,502 of indoor square footage as authorized by the City Council on July 3, 2018, by Resolution No. 24,812 is not amended, superseded, terminated, or otherwise affected; and
WHEREAS, Pursuant to the guidance of the City Council, in November 2012, the City Manager implemented a Citywide Leasing Policy requiring that City-owned facilities and/or property shall not be leased without prior authorization from the City Council through an adopted resolution and the execution of a written lease agreement, in accordance with the City of Compton Standard Operating Manual (SOM), Policy

4.17(A)(1); and
WHEREAS, among other provisions, the policy specifies that lease rates shall be based on the square footage of the leased premises and that the minimum rental rate for indoor space in a City-owned facility shall be One Dollar ($1.00) per square foot; and
WHEREAS, in addition to the minimum base rental rate, proposed lease agreements are intended to recover the City's costs for utilities, maintenance, and repairs; the City Controller has calculated these costs at Two Dollars and Two Cents ($2.02) per square foot; and
WHEREAS, accordingly, the recommended minimum monthly rental rate is Three Dollars and Two Cents ($3.02) per square foot, consisting of the $1.00 base rental rate plus $2.02 per square foot for utilities, maintenance, and repairs; and Resolution No._________

Page 2 ends

WHEREAS, Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild, a non-profit organization, seeks to enter into a one (1) year (i.e., October 1, 2026, through September 30, 2027) agreement with a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) and one five-year option to extend (i.e., October 1, 2028, through September 30, 2033) or the lease of approximately 4,750 square feet of indoor space at City-owned property, located at 1108 North Oleander, Compton, California 90222 for the purpose of administrative offices and support services for their organization; and
Shared Indoor Space 4,750 square feet
Total Shared Indoor Space 4,750 square feet
WHEREAS, the City Council has the discretion of authorizing a lease agreement with Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild and choose among a number of options:

1.Authorize the City Manager to enter into a lease agreement with Entrenous Youth Empowerment Services, Inc., dba Compton YouthBuild, for the one (1) year term with a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) and one five-year option to extend (i.e., October 1, 2028, through September 30, 2033) as requested (or offer a lesser term) as follows:
a. For the minimally recommended City policy rates (i.e., $1.00 per square foot plus utilities, maintenance and repairs) of $14,345.00 per month. b. For some other monthly rental rate.
______________ per month, or _____________ per year.

2.Deny the request to enter into a lease agreement for this location by Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild.

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 Legal Division, is authorized to enter into a one (1) year lease agreement, (i.e., October 1, 2026, through September 30, 2027), with Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild for approximately 4,750 square feet of shared space within the City-owned building located at 1108 North Oleander Avenue, Compton, California 90222 for purposes of administrative offices and educational support services.

Section 2. That a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) is hereby authorized.

Section 3. That a five-year option to extend (i.e., October 1, 2028, through September 30, 2033) is hereby authorized.

Section 4.That Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild shall be responsible for janitorial, security, and minor and routine interior and exterior maintenance of the facility or property, and the rental rate for the lease agreement annually shall be:
a. For the minimally recommended City policy rates (i.e., $1.00 per square foot plus utilities, maintenance and repairs) of $14,345.00 per month.

Resolution No. _________

Page 3 ends

b. For some other monthly rental rate.
______________ per month, or _____________ per year.

Section 5. The existing agreement with the City and Entrenous Youth Empowerment Services, Inc. dba Compton YouthBuild is separate and distinct, and the agreement for the use of 9,502 of indoor square footage as authorized by the City Council on July 3, 2018, by Resolution No. 24,812, is not amended, superseded, terminated, or otherwise affected
Section 6. A certified copy of this Resolution shall be filed in the offices of the City Manager, Legal Division, City Clerk, City Controller, General Services, and Public Safety – Security Division.

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

ADOPTED this ______ day of ___________, 2026.
_______________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
____________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES) ss

Resolution No. _________

Page 4 ends

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

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSTAIN:COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

LEASE AGREEMENT BETWEEN

CITY OF COMPTON
AND
ENTRENOUS YOUTH EMPOWERMENT SERVICES, INC.

DBA COMPTON YOUTHBUILD
This LEASE AGREEMENT is entered into by and between the CITY OF COMPTON, a municipal corporation of the State of California (hereinafter referred to as “OWNER”) and ENTRENOUS YOUTH EMPOWERMENT SERVICES, INC. DBA COMPTON YOUTHBUILD (hereinafter referred to as “LESSEE”), collectively, the “Parties.”
RECITALS:

WHEREAS, the City of Compton (“Owner”), has under its jurisdiction certain real property located at 1108 NORTH OLEANDER, Compton, California 90222, also known as the “Old Dollarhide” facility; and WHEREAS, the Lessee is currently a party to a separate lease agreement with the City for space located on the Northside of the same building, and the Parties acknowledge that such lease shall remain in full force and effect according to its terms unless otherwise amended or terminated in writing; and WHEREAS, on ________, the City Council adopted Resolution No. __,___ which authorized the City Manager to enter into a lease agreement with the ENTRENOUS YOUTH EMPOWERMENT SERVICES, INC. DBA COMPTON YOUTHBUILD (“Lessee”) for a period of one (1) year, commencing October 1, 2026, through September 30, 2027, with a one-year option to extend (i.e., October 1, 2027, through September 30, 2028) and one five-year option to extend (i.e., October 1, 2028, through September 30, 2033) or the lease of approximately 4,750 square feet of indoor space at City-owned property, located at 1108 North Oleander, Compton, California 90222; and
NOW, THEREFORE, Owner and Lessee, for the consideration, terms, and conditions herein described, mutually agree as follows:

WITNESSETH:

Old Dollarhide Facility
Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 2 1108 North Oleander Avenue
Compton, California 90222
[The “Site”]
Lessee shall lease approximately 4,750 square feet of indoor office space within the Site building (as outlined on the attached Diagram/map of the Site/Premises).

Total Exclusive Square Footage 4,750 square feet
[The “Premises”]
The Premises are leased in "AS IS" condition, and Lessee acknowledges that it has inspected and accepts the Premises in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession by Lessee shall be conclusive to establish that the Premises are in good and satisfactory condition when possession is taken. Owner makes no warranties or representations as to the suitability of the Premises for Lessee's intended use, including without limitation, as to zoning, visibility, traffic count or any other factors.

The Parties acknowledge that Lessee currently occupies separate leased premises located on the north side of the building pursuant to an existing agreement with the City. The Premises leased under this Agreement are separate and distinct from the premises covered by the existing north side lease.

Nothing contained in this Agreement shall amend, supersede, terminate, or otherwise affect the rights and obligations of either party under the existing north- side lease, which shall remain in full force and effect unless modified or terminated by a separate written agreement executed by both parties.

Section 2. Term. This Lease shall be for a term of one (1) year, commencing October 1, 2026, and shall terminate on September 30, 2027, unless extended or terminated as otherwise provided herein.

Section 3. Rent.During the Lease term, the Lessee shall pay to Owner as rent for said Premises the total sum of Fourteen Thousand Three Hundred Forty-Five Dollars and Zero Cents ($14,345.00) per month, based on a rental rate of $1.00 per square foot for indoor space plus $2.02 per square foot for utilities, maintenance, and repairs. Lease payments shall be due in advance on the first day of each and every month of the term hereof. Any lease payment not received by the Owner by the tenth (10th) day of the month will be deemed late, and a late fee (penalty) in the amount of Five Percent (5%) will be charged.

Payments shall be remitted to: General Services Department Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 3 205 South Willowbrook Avenue
Compton, California 90220
Payable to: City of Compton
[Please identify your Lease Site on the payment]
[Lease Site: 1108 North Oleander Avenue (Southside)]
Section 4. Use of Premises. Lessee is entitled to use the Premises during normal building business days/hours (Monday through Friday, 7:00 am to 6:00 p.m.), (excepting legal City Holidays) for the following purpose(s) only:

Administrative Offices and Educational Services
and Directly Related Activities
Lessee shall not use the Premises for any other purposes without the prior written consent of the Owner. Lessee shall not use the Premises for residential purposes, for any commercial purposes not stated herein, or for any campaign activity as defined in California Government Code section 8314. Lessee shall not use the Premises for the storage of unusable equipment or property or for the rental or storage of any type of equipment not integral to the purposes of the program.

Use of Premises at Shared Site on City Holidays and Non-Business Hours On those dates designated by the City Council as legal City holidays, the Site (including the Premises) shall be closed. If Lessee desires to use the Premises on a City holiday or during hours not specified above, Lessee shall pay the City the costs (e.g., employee’s salary) of providing access to the Premises/Site and of providing City security (if applicable).

Lessee shall provide written notification to the General Services Department a minimum of three (3) business days in advance of its desire to use the Premises on a City holiday or during non-business building hours. Owner shall provide Lessee with an invoice for the costs owed by Lessee for access/use of the Premises on a City Holiday or during non- business hours, which shall be due and payable on receipt by the Lessee.

Section 6. Utilities and Other Services. Owner agrees to furnish the following utilities and services at Owner’s expense during normal business hours:

Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 4 a. Electricity for normal lighting and power for office use. Special or additional electrical requirements over and above the standard for general office uses will be charged directly to Lessee.
b. Heating / Cooling.
c. Hot and cold water.
d. Routine maintenance.
e. General/shared security for the Site.

Owner shall in no way be liable or responsible for any loss, damage, or expense that Lessee may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the utilities and services supplied to Premises and/or Site unless directly caused by the active negligence or willful misconduct of the Owner.

Section 7. Assignment and Subletting. Lessee agrees not to sublet the whole or part of the Premises, assign the Lease, nor permit the use of the Premises by anyone other than the Lessee, its employees, business invitees, customers, and patrons without in each case first securing the written consent of the Owner. Any attempted assignment or subletting of this Lease without the written consent of the Owner constitutes fraud and this Agreement shall be null and void.

Owner agrees that except for structural alterations, the Lessee may remove, during or at the expiration or other termination of the term of this Lease, Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 5 or of any extension or holdover period thereof, as the case may be, personal property placed or installed in or upon the Site and/or the Premises by the Lessee or under its authority. Any personal property, improvements or additions not removed by Lessee within thirty (30) days after the end of the term, or any extension or holdover period thereof, shall automatically become the property of Owner.

Lessee shall repair any damage to the Site and/or the Premises caused by Lessee’s installation and/or removal of its personal property, alterations, improvements or additions.

Lessee shall, at its sole cost and expense, be allowed to place its typical signage on the Building on the Site upon the Owner's advance written approval.

Section 9. Repairs and Maintenance. Owner shall not be responsible to make any repairs or alterations to the Premises, and Lessee assumes any and all cost and liability for the repair and maintenance of the Premises leased herein, unless such repairs, alterations or maintenance are due to Owner’s negligence or willful misconduct. Lessee agrees to repair any damage caused by Lessee, its employees, contractors, agents or invitees, negligently or otherwise, at its own expense, and maintain the Premises leased and to return said Premises to Owner in as good order, repair and condition as the same were in at the commencement of this Lease. Lessee must obtain prior written approval from the Owner prior to commencing any repairs to the leased Premises.

Lessee agrees to keep Premises in good order and condition at their sole cost and expense. Lessee shall be responsible for the general maintenance and upkeep, custodial, janitorial, landscaping installation and maintenance, security, non-structural repair, and all other non-structural upkeep of the Premises that it occupies. All work done by Lessee on the Premises shall be done in a lawful manner and in conformity with all applicable laws, ordinances and regulations The Premises shall be kept free from any and all liens and charges on account of labor or materials used in contribution to any work thereon.

Unless otherwise required by law or expressly provided for within this Lease Agreement, Owner shall have no liability to Lessee for any condition on the Premises leased herein and Lessee agrees that it has inspected the same, knows the condition and takes this Lease with the Premises in its present condition. Lessee agrees to hold the Owner harmless from any and all liability arising out of or in connection with the use for the Premises leased here by the Lessee, its agents, employees business invitees, customers and patrons, except Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 6 to the extent any such liability is attributable to Owner’s negligence or willful misconduct.

Section 10. Insurance. Lessee shall furnish certificates of insurance, along with endorsements, issued to Owner substantiating the fact that it has taken out the specified insurance for the term covered by this Lease, or any extension or holdover period thereof, with an insurance carrier acceptable to the Owner under forms satisfactory to the Owner. Each certificate shall bear an endorsement precluding cancellation or reduction in coverage of any policy covered by such certificate except upon at least thirty (30) days prior written notice to Owner. It is agreed that Owner shall not be liable for the payment of any premiums or assessments on the insurance required.

Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 7 Owner will not keep improvements which are constructed or installed and owned by Lessee under the provisions of this Lease insured against fire or casualty, and Lessee will make no claim of any nature against Owner by reason of any damage to the business or property of Lessee in the event of damage or destruction by fire or other cause, arising other than from or out of negligence or willful misconduct of agents or employees of the Owner in the course of their employment.
d.Insurance Endorsements.The liability insurance policy(ies) shall be endorsed with the following language:
(1) The City of Compton and its respective elected and
appointed officers, officials, employees, agents and volunteers are to be named and covered as “additional insureds” with respect to liability arising out of the activities of the Lessee.
(2) The insurer waives all rights of subrogation against the City. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City.
(4) Identify the leased Premises covered by the policy(ies) and the identity of the insured(s).
e.Contractor’s Insurance Requirements. Lessee shall require that any contractors and subcontractors used to perform improvements/repairs to the building structure and Premises as provided in Sections 8 and 9 of this Lease Agreement to provide and maintain during the entire period of performing improvements/repairs the following programs of insurance:
(1) A policy of Commercial General Liability Insurance, inclusive of personal injury liability and broad form property damage coverage, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate. The coverage shall be written on an occurrence basis. Claims made coverage is not acceptable. (2) A program of Workers’ Compensation Insurance and Employer’s Liability Insurance in an amount and form to meet all applicable requirements of the State Labor Code and which specifically covers all persons providing services by or on behalf of the contractor and all risks to such persons. (3) A program of Automobile Liability Insurance with a limit of liability of not less than One Million Dollars ($1,000,000.00) for each accident. Such insurance shall include coverage for all “owned”, “hired” and “non-owned” vehicles, or coverage for “any auto”.

Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 8 (4) The Contractor(s) liability insurance policy(ies) shall be endorsed with the following language: The City and its respective elected and appointed officers, officials, employees, agents and volunteers are to be named and covered as “additional insureds” with respect to liability arising out of the activities of the contractor.

Repair of Premises. In the event of any lesser damage by casualty (other than that caused by or do the actions/inactions of the Lessee), Owner shall, at Owner's cost and expense, promptly repair the same to the extent Owner's insurance proceeds are made available to Owner therefor and provided that (a) such repairs, in Owner's reasonable good faith opinion, can be commenced within thirty (30) days of the event which necessitated the repair and restoration, unless it is not reasonably possible to commence repair and restoration within thirty (30) days from the date of such damage or destruction (without payment of overtime or other premiums) and (b) the cost of such repairs, in Owner's reasonable good faith opinion, will not exceed 50% of the then replacement cost Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 9 of the Site. If Owner is not required to repair such damage or destruction, then Owner shall, within 30 days from the date of such damage or destruction, either (i) notify Lessee in writing of Owner's election to repair such damage or destruction, in which event Owner shall promptly repair the same, or (ii) notify Lessee in writing of Owner's election to immediately terminate this Lease, in which event this Lease is terminated effective as of the date of such damage or destruction. Lessee may terminate this Lease effective as of the date of any such damage or destruction if Lessee reasonably determines in its good faith opinion that such damage or destruction substantially impairs the satisfactory operation of the Lessee's operations by notifying Owner in writing of Lessee's election to terminate not later than 30 days after the date of such damage or destruction.

Section 13. Hazard Materials.Lessee shall not use any Hazardous Materials in/or on Site or the Premises, except as necessary in the ordinary course of business and in full compliance with all Environmental Laws. Lessee will promptly notify Owner of any release or presence of any Hazardous Material in/on the Premises of which Lessee becomes aware.
a. Remediation. If Hazardous Materials are released at the Site and/or Premises by Lessee, its agents, employees, or contractors, then Lessee is solely responsible for the removal and/or remediation of any Hazardous Materials to the extent required by governmental authorities in compliance with applicable Environmental Laws.
b. Indemnification. Lessee shall indemnify and hold Owner harmless from and against any and all claims, actions, suits, proceedings, loss, liabilities, damages, fines, costs, or expense (including reasonable attorneys’ fees, consultants’ fees, investigation and laboratory fees, court costs, and litigation expenses), which arise from the presence of Hazardous Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 10 Materials at the Site and/or Premises released by Lessee or its agents, employees, or contractors.

Section 14. Default. Lessee shall pay said rent to the Owner without deduction, default or delay. In the event of the failure of Lessee to do so, or in the event of a breach of any other terms, covenants or conditions herein contained on the part of Lessee to be kept and performed and if such default continues for a period of thirty (30) days after receipt of written notice from Owner to Lessee of such default, this Lease may be terminated. Owner may not terminate the Lease if (a) Lessee cures the default within the thirty (30) day period after notice of default is given, or (b) the default cannot reasonably be cured within thirty (30) days after notice of default is given, but Lessee reasonably commences to cure the default within the thirty (30) day period and diligently and in good faith continues to cure the default. In the event of termination of this Lease, it shall be lawful for Owner to reenter into and upon the Premises and every part thereof and to remove and store at Lessee’s expense all property therefrom and to repossess and occupy the Premises. In addition thereto, Owner shall have such other rights or remedies as may be provided for by law.

Section 16. Cancellation Provision.Notwithstanding any other provisions contained herein, either party shall have the right to cancel this Lease, without cause, at any time, upon thirty (30) days prior written notice to the other party.

That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, the leasing, subleasing, transferring, use, occupancy, tenure, enjoyment of the Premises herein leased nor shall the Lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with referenced to the selection, Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 11 location, number, use of occupancy, of Lessees or vendees in the Premises herein leased.

Section 19. Indemnification. Lessee shall indemnify and save harmless the Owner, its officials, officers, employees, agents and volunteers (collectively hereafter the “Owner”), against any and all damages to property or injuries to or death of any person or persons, and shall defend, indemnify and save the Owner from any and all liability and expense, including reasonable defense costs and legal fees, and claims, demands, suits, actions or proceedings of any kind or nature, including Workers’ Compensation claims, of or by anyone whomsoever in any way resulting from or arising out of Lessee’s, its employees, contractors, agents or invitees negligent or intentional acts in or on the Premises, or from conduct of Lessee, its employees, contractors, agents or invitees practice or business from any activity, work or things done.

This indemnification and hold harmless obligation does not extend to claims arising out of the sole negligence or willful misconduct of the Owner.

Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 12 Section 25. Relocation.Lessee acknowledges that Lessee, its employees, contractors, subordinates and assigns are not entitled to any Relocation Payment or Relocation Advisory Assistance due to their occupancy of the Premises.

Section 26. Failure to Perform.In the event of the failure, neglect or refusal of Lessee to do, or perform work, or any part thereof, of any act or thing in this Lease provided to be done and performed by Lessee, Owner shall, at its option, have the right to do and perform the same, and Lessee hereby covenants and agrees to pay Owner the costs thereof on demand.

Section 29. Waivers.A waiver by either party to this Agreement of any breach of any terms, covenants or conditions contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 13 To OWNER: City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: Director, General Services Department
(310) 605-5519
With copy to: City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: City Manager
To LESSEE: Entrenous Youth Empowerment Services, Inc.

DBA Compton YouthBuild
Post Office Box 689
Compton, CA 90223-6021
Attn: Sara Silva, Co-Founder/CFO
(310) 631-2000 Office
(310) 631-2036 - Fax
Section 32. Entire Agreement. This Lease and any exhibits or attachments hereto and incorporated herein constitute the entire agreement of Owner and Lessee. There are no agreements, terms, conditions or obligations other than those set forth herein.

IN WITNESS WHEREOF, Lessee has executed this Lease and the Owner, by its City Manager, who is authorized to do so, has executed this Lease.

ENTRENOUS YOUTH EMPOWERMENT SERVICES, INC.

DBA COMPTON YOUTHBUILD
LESSEE
By __________________________________ Dated: ______________ Sara Silva, Co-Founder/CFO
Lease Agreement – 1108 North Oleander Avenue (Southside of Building) October 1, 2026 – September 30, 2027 / Resolution No. *** EntreNous Youth Empowerment Services, Inc. DBA Compton YouthBuild 14 CITY OF COMPTON/OWNER
Recommended for Approval:

By __________________________________ Dated: ______________ Janelle Bydon, Director
General Services Department
Approved by:

By __________________________________ Dated: ______________ Jerome Groomes, City Manager
Approved as to form:

By _________________________________ Dated: ______________ Legal Division
ATTEST:

Dated: _________________ By _____________________________ Satra D. Zurita, City Clerk

ATCH: Resolution No. ****
Diagram of Premises
City of Compton Holiday Schedule

EntreNous Community Empowerment, Inc.

CA Corporation 501c3 Not for Profit EIN # 45-5621689
1108 N. Oleander Avenue, Compton, CA 90222
(310) 631-2000

PROPOSAL TO LEASE VACANT SPACE

Date: July 6, 2026

To: City of Compton, Department of General Services

From: EntreNous Community Empowerment, Inc.
(DBA EntreNous Youth Empowerment Services, Inc. / DBA Compton YouthBuild)

Subject: Proposal to Lease Vacant Space (Former Dollarhide Health Clinic) at 1108 N. Oleander Ave., Compton, CA 90222

Executive Summary
EntreNous Community Empowerment, Inc. respectfully submits this proposal to lease the currently vacant space formerly occupied by the Dollarhide Health Clinic, located within our current facility at 1108 N. Oleander Ave., Compton, CA 90222. As a deeply rooted community partner and an exemplary tenant of the City of Compton for nearly nine years, EntreNous aims to utilize this expanded footprint to scale our high-quality workforce and leadership development programs, directly benefiting Compton’s residents and economically distressed families.

Organizational Foundations
• Our Mission: EntreNous delivers programs, resources and services to foster resilient and self-sustaining people.
• Our Purpose: To offer an integrated, human development approach to high-quality workforce and leadership development programs, education, resources, and services.

Through the creation of an inclusive, equitable, and nurturing environment, we provide culturally relevant and rigorous instruction. The goal is to improve financial sustainability for people and families in economically distressed communities.

A Proven Track Record: A Trusted City Partner Since 2017 EntreNous is not just an applicant; we are an established, high-performing partner invested in the physical and social infrastructure of the City of Compton. • Flawless Tenancy: We have leased space in this exact facility since August 1, 2017, consistently maintaining excellent standing with the City, meeting all lease obligations, and ensuring a safe, positive environment.
• Capital Improvements: We treat City property as a vital community asset. To date, EntreNous has self-funded and executed major tenant improvements totaling over $1.1

EntreNous Community Empowerment, Inc.

CA Corporation 501c3 Not for Profit EIN # 45-5621689
1108 N. Oleander Avenue, Compton, CA 90222
(310) 631-2000

million dollars, significantly increasing the long-term asset value of this City-owned property.

Proposed Use of Space & Community Benefit
Acquiring the vacant former Dollarhide Health Clinic space will allow EntreNous to operationalize our human development approach at a greater scale. The expanded footprint will be used to increase the number of participants in our premier workforce training and educational programs:

1. Construction & Green Technology Training: Expanding our hands-on technical workshops to provide rigorous instruction in high-demand trades, green building, and sustainable infrastructure.

2. Culinary Arts & Hospitality: Scaling our culinary arts training and commercial kitchen capacity to prepare participants for immediate career placement, fostering long-term financial sustainability for local families.

3. Accredited High School Diploma: In partnership with YouthBuild Charter School of California, the expanded classroom space will allow EntreNous to expand our educational opportunities including a STEAM laboratory for career exploration in Energy Infrastructure.

By transforming this vacant space into an inclusive, nurturing, and active hub of workforce activity, the City of Compton will see a direct return in the form of enhanced economic mobility, reduced unemployment, and a more resilient local workforce.

Proposed Renovation & Estimated Tenant Improvement Costs To successfully transition the vacant medical space into an active educational hub, EntreNous will undertake a complete interior renovation. This capital project will repurpose the former clinical layout into four (4) expansive, modern classrooms designed specifically for academic and occupational instruction.

A primary component of this renovation involves reconfiguring the legacy medical plumbing network:
• Plumbing Scope & Remediation: The current layout contains eighteen (18) individual examination room sinks. A licensed plumbing contractor will be engaged to thoroughly assess the current system condition, permanently cap off all 18 sinks, and evaluate the existing cast-iron sewer lines, which may require localized repairs or full replacement. • Estimated Capital Investment: EntreNous projects the total cost for these comprehensive structural and plumbing transformations to be $250,000. Following our established history with this facility, these expenses will be absorbed as a significant tenant improvement, further increasing the asset value of the City-owned property.

EntreNous Community Empowerment, Inc.

CA Corporation 501c3 Not for Profit EIN # 45-5621689
1108 N. Oleander Avenue, Compton, CA 90222
(310) 631-2000

Next Steps
EntreNous is prepared to enter immediate negotiations regarding lease terms, square footage adjustments, and timeline integration. We welcome the opportunity to tour the space with General Services staff to align logistics.

Thank you for your continued partnership and for considering this opportunity to build a stronger, more resilient Compton together. I am authorized by the Board of Directors to enter into this lease agreement.

Sincerely,

Sara A. M. Silva
Co-Executive Director, CFOO

Attachments:

Organization Chart
Certificate of Occupancy
Current Business License
Certificate of Insurance listing the City of Compton
Current Lease Agreement

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329'-5"
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Open Space / no roof over/ Crystal Stairs, Inc

YOUTH BUILD

CRYSTAL STAIRS

YOUTH BUILD

CRYSTAL STAIRS, INC

YOUTH BUILD

CRYSTAL STAIRS

YOUTH BUILD

CRYSTAL STAIRS

CRYSTAL STAIRS, INC

CRYSTAL STAIRS

CRYSTAL STAIRS CRYSTAL STAIRS

CRYSTAL STAIRSCRYSTAL STAIRS

YOUTH BUILD

YOUTH BUILD YOUTH BUILD

YOUTH BUILD

YOUTH BUILDYOUTH BUILD

YOUTH BUILD YOUTH BUILD

YOUTH BUILD

COMPTON COMPTON CRYSTAL STAIRS

UNSPECIFIED

UNSPECIFIED UNSPECIFIED

UNSPECIFIEDUNSPECIFIED

UNSPECIFIED UNSPECIFIEDUNSPECIFIED

UNSPECIFIEDUNSPECIFIED

UNSPECIFIED

HALLWAY

UNSPECIFIED

HALLWAY

UNSPECIFIED

HALLWAYS
Electrical Room

UNSPECIFIED

LIVING AREA
LEGEND:

Compton
VacantCrystal Stair, Inc
Youth Build

September 8, 2026
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY MANAGER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO EXECUTE A MEASURE R

FUNDING AGREEMENT WITH THE LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY (LACMTA) FOR

THE ROSECRANS AVENUE/ATLANTIC AVENUE AND ARTESIA

BOULEVARD/SANTA FE AVENUE INTERSECTION IMPROVEMENTS

PROJECT

SUMMARY
Staff requests that the City Council adopt the attached Resolution authorizing the City Manager to execute a Measure R Funding Agreement (Funding Agreement No. 9200000000MR30661) between the City of Compton (“City”) and the Los Angeles County Metropolitan Transportation Authority (“LACMTA”). The agreement provides $700,000 in Measure R funding for Right-of-Way (“ROW”) activities associated with the Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue Intersection Improvements Project. The agreement also extends the availability of FY 2023-24 Measure R funds through June 30, 2027, allowing the City to continue advancing the project without risking the lapse of allocated funds.

BACKGROUND
The City of Compton, in coordination with LACMTA and the County of Los Angeles, is advancing the Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue Intersection Improvements Project. The project is intended to improve traffic operations, reduce congestion during peak travel periods, and enhance safety for motorists, pedestrians, transit users, and bicyclists. Proposed improvements include additional turn lanes, traffic signal upgrades, roadway restriping, crosswalk enhancements, and related operational improvements.

The project is funded through Measure R as part of the I-710 South Corridor Early Action Projects Program. LACMTA programmed funding for the project in multiple phases:
 In July 2021, the LACMTA Board programmed $329,500 in Measure R funds for the Project Approval and Environmental Document (“PAED”) phase.  In January 2023, the LACMTA Board programmed an additional $2,223,700 in Measure R funds for the Plans, Specifications and Estimates (“PS&E”) and Right- of-Way (“ROW”) phases.

15.15.15. Staff Report – Measure R Funding Agreement with Los Angeles County Metropolitan Transportation Authority
September 8, 2026, Page 2 of 3
The City and LACMTA previously entered into a Memorandum of Understanding (“MOU”) for management and delivery of the environmental, design, and right-of-way activities.

The MOU was originally executed on September 14, 2021, and amended on June 12, 2026. Under that arrangement, LACMTA utilized its Architectural and Engineering services contract to perform project development services on behalf of the City.

To reimburse and administer the remaining Right-of-Way activities, LACMTA requires execution of a separate Funding Agreement establishing the terms and conditions governing the use of $700,000 in Measure R funds designated for the ROW phase of the project.

STATEMENT OF ISSUE
Execution of the Funding Agreement is required for the City to access and expend the remaining Measure R funds allocated to the project’s Right-of-Way phase. The agreement establishes reimbursement procedures, reporting requirements, project delivery obligations, and fund administration requirements. It also extends the funding lapse deadline for FY 2023-24 Measure R funds to June 30, 2027, ensuring continued availability of funding while ROW activities are completed.

Without approval of the Funding Agreement, the City may be unable to utilize the programmed Measure R funds necessary to complete Right-of-Way acquisition activities and continue advancement of the project.

ALTERNATIVE
Do Not Approve. Failure to approve the Funding Agreement could delay project delivery, jeopardize the City’s ability to utilize the allocated Measure R funding, and impede completion of the Right-of-Way phase of the project.

FISCAL IMPACT
Approval of the Funding Agreement will enable the City to receive up to $700,000 in Measure R reimbursement funding for eligible Right-of-Way activities associated with the project. Reimbursement will be administered in accordance with LACMTA funding and reporting requirements.

The funding is provided by LACMTA and does not require an additional General Fund appropriation. The City will be responsible for complying with all funding agreement requirements and for any project costs exceeding available grant funding.

RECOMMENDATION
Staff recommends that the City Council adopt the attached Resolution authorizing the City Manager to execute a Measure R Funding Agreement with the Los Angeles County Staff Report – Measure R Funding Agreement with Los Angeles County Metropolitan Transportation Authority
September 8, 2026, Page 3 of 3
Metropolitan Transportation Authority for the Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue Intersection Improvements Project.

JACK H. GONG, P.E., SE, PMP

CITY ENGINEER

APPROVED FOR FORWARDING

JERRY GROOMES

INTERIM CITY MANAGER
RESOLUTION NO.__________________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO EXECUTE A MEASURE R FUNDING

AGREEMENT WITH THE LOS ANGELES COUNTY METROPOLITAN

TRANSPORTATION AUTHORITY (LACMTA) FOR THE ROSECRANS

AVENUE/ATLANTIC AVENUE AND ARTESIA BOULEVARD/SANTA FE

AVENUE INTERSECTION IMPROVEMENTS PROJECT
WHEREAS, adoption of this Resolution will authorize the City Manager to execute a Measure R Funding Agreement between the City of Compton (“City”) and the Los Angeles County Metropolitan Transportation Authority (“LACMTA”) for the Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue Intersection Improvements Project; and
WHEREAS, the Project consists of operational, safety, and intersection capacity improvements at the Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue intersections to reduce congestion and improve mobility and safety for all users; and
WHEREAS,the Los Angeles County Metropolitan Transportation Authority (“LACMTA”) adopted Ordinance #08-01, the Traffic Relief and Rail Expansion Ordinance, on July 24, 2008 (the “Ordinance”), which Ordinance was approved by the voters of Los Angeles County on November 4, 2008 as “Measure R” and became effective on January 2, 2009; and
WHEREAS, the LACMTA Board, at its July 22, 2021 meeting, programmed $329,500 in Measure R Funds to the City of Compton for Project Approval and Environmental Document (“PAED”) phase of the project; and WHEREAS,the LACMTA Board, at its January 26, 2023 meeting, programmed an additional $2,223,700 in Measure R funds to the City of Compton for the Plans, Specifications, and Estimates (“PS&E”) and Right-of-Way (ROW) phases; and WHEREAS,LACMTA has made available up to $700,000 in Measure R funding for the Right-of-Way phase of the Project, subject to the terms and conditions of the Funding Agreement; and
WHEREAS,LACMTA entered into an Architectural and Engineering (A&E) services contract to complete the PAED and PS&E phases on behalf of the City, and the City has requested that LACMTA utilize the contract to perform certain ROW activities as defined in the existing MOU; and
WHEREAS,the LACMTA Board on January 26, 2023, delegated administrative authority to staff to extend funding lapsing dates for Measure R funding agreements to meet PAED, PS&E, ROW, and Construction time frames and the Project funds programmed for FY 2023-24 are proposed to be extended to June 30, 2027; and WHEREAS,execution of the Funding Agreement is necessary for the City to access and utilize the Measure R funding allocated for the Right-of-Way phase of the Project.

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

SECTION 1.That the City Council hereby authorizes the City Manager, or designee, to execute the Measure R Funding Agreement and any non-substantive amendments, certifications, assurances, reimbursement requests, and related documents necessary to implement the Agreement.

RESOLUTION NO.___________
PAGE 2
SECTION 2.That copies of this resolution shall be filed in the offices of the City Manager, City Attorney, City Controller, City Clerk, and the Public Works Engineering Department.

SECTION 3.That the Mayor shall sign and the City Clerk shall attest to the adoption of this resolution.

ADOPTED this _______ day of _________________, 2026.
________________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

CITY OF COMPTON
I, Satra D. Zurita, City Clerk of the City of Compton, hereby certify that the foregoing resolution was passed and 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 ___________________, 2026, by the following vote:

AYES: COUNCILMEMBERS-
NOES: COUNCILMEMBERS-
ABSTAIN: COUNCILMEMBERS-
ABSENT: COUNCILMEMBERS-
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON
FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 1 Measure R Funding Agreement – Highways – General

MEASURE R FUNDING AGREEMENT
HIGHWAY PROGRAM (General)

This Funding Agreement (“FA”) is made and entered into effective as of June 12, 2026 (“Effective Date”), and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and City of Compton ("GRANTEE") for Rosecrans Avenue/Atlantic Avenue & Artesia Boulevard/Santa Fe Avenue Intersection Improvements Project, LACMTA Project ID# MR306.61 (the "Project"). This Project is eligible for funding under Line 37 of the Measure R Expenditure Plan.

RECITALS:

WHEREAS, LACMTA adopted Ordinance #08-01, the Traffic Relief and Rail Expansion Ordinance, on July 24, 2008 (the “Ordinance”), which Ordinance was approved by the voters of Los Angeles County on November 4, 2008 as “Measure R” and became effective on January 2, 2009; and

WHEREAS, the LACMTA Board, at its July 22, 2021 meeting, programmed $329,500, in Measure R Funds to GRANTEE for Project Approval and Environmental Document (PAED) phase of the Project; and

WHEREAS, the LACMTA Board, at its January 26, 2023 meeting, programmed an additional $2,223,700 in Measure R funds to GRANTEE for the Plans, Specifications, and Estimates (PS&E) and Right-of-Way (ROW) phases; and

WHEREAS, LACMTA and GRANTEE entered into a Memorandum of Understanding (MOU) dated September 14, 2021, which was amended on June 12, 2026 (the “Existing MOU”), and programmed $1,853,200 for the Project’s PA&ED, PS&E, and ROW Phases; and

WHEREAS, $700,000 is available for programming under this FA. The funding set forth herein is intended to fund ROW of the Project, subject to the terms and conditions contained in this FA; and

WHEREAS, LACMTA entered into an Architectural and Engineering (A&E) services contract (hereinafter referred to as “CONTRACT”) to complete the PAED and PS&E phases on behalf of the GRANTEE; and

WHEREAS, GRANTEE has requested that LACMTA utilize the CONTRACT to perform certain ROW activities on behalf of the GRANTEE as defined in the existing MOU; and

WHEREAS, the GRANTEE will be responsible for certain ROW activities associated with the Project, with roles and responsibilities outlined in the Existing MOU and identified in Attachment C of this FA; and

WHEREAS, a portion of the Measure R funds programmed for the Project are being allocated for the ROW expenditures outlined in the Existing MOU; and

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 2 Measure R Funding Agreement – Highways – General

WHEREAS, the remaining Funds are currently programmed as follows: $700,000 in Measure R Funds in Fiscal Years (FY) 2023-24. The total designated for the ROW phase of the Project is $700,000; and

WHEREAS, the LACMTA Board on January 26, 2023, delegated administrative authority to staff to extend funding lapsing dates for Measure R funding agreements to meet PAED, PS&E, ROW, and Construction time frames; and

WHEREAS, the Grantee and LACMTA desire to extend the lapsing dates of the Project funds programmed for FY 2023-24 to June 30, 2027.

NOW, THEREFORE, the parties hereby agree as follows:

The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein:

1. Part I – Specific Terms of the FA

2. Part II – General Terms of the FA

3. Attachment A – Project Funding

4. Attachment B – Measure R Expenditure Plan Guidelines

5. Attachment B-1 – Expenditure Plan - Cost & Cash Flow Budget

6. Attachment C – Scope of Work

7. Attachment D – Project Reporting and Expenditure Guidelines

8. Attachment D-1 – Intentionally omitted

9. Attachment D-2 – Quarterly Progress/Expenditure Report

10. Attachment E – Federal Transportation Improvement Program (FTIP) Sheet

11. Attachment F – Bond Requirements

12. Any other attachments or documents referenced in the above documents

In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA.

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 3 Measure R Funding Agreement – Highways – General

IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below:

LACMTA:

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY

By: ________________________________________ Date: ____________________ Stephanie Wiggins
Chief Executive Officer

APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel

By: ________________________________________ Date: ____________________ Deputy

GRANTEE:

CITY OF COMPTON

By: _______________________________________ Date: ____________________ Willie A. Hopkins
City Manager

APPROVED AS TO FORM:

By: _______________________________________
Date: ____________________
City Attorney
7/7/2026
FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 4 Measure R Funding Agreement – Highways – General

PART I

SPECIFIC TERMS OF THE FA

1. Title of the Project (the "Project"): Rosecrans Avenue/Atlantic Avenue & Artesia Boulevard/Santa Fe Avenue Intersection Improvements. LACMTA Project ID# MR306.61.

2. Grant Funds:

2.1 Programmed Funds for this Project consist of the following: Measure R Funds.

2.2 To the extent the Measure R Funds are available; LACMTA shall make to GRANTEE a grant of the Measure R Funds in the amount of $700,000 (the “Funds”) for the Project. LACMTA Board of Directors’ action of July 22, 2021 and January 26, 2023 granted the Measure R Funds for the Project. The Funds are programmed over 1 year for Fiscal Year (FY) 2023-24.

3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Quarterly Progress/Expenditure Report.

GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter’s expenditures. LACMTA will withhold five percent (5%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work.

4. Attachment A the “Project Funding” documents all sources of funds programmed for the Project as approved by LACMTA. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and, if any, the GRANTEE Funding Commitment of other sources of funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action.

5. Attachment B-1 is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA’s Executive Officer of Countywide Planning, Complete Streets & Highway in writing. If the LACMTA’s Executive Officer of Countywide Planning, Complete Streets & Highway concurs with such updated Expenditure Plan in writing, Attachment B-1 shall be replaced with the new Attachment B-1 setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B-1 as revised from time to time. Any change to the final milestone date must be made by a fully executed amendment to this FA.

6. Attachment C is the “Scope of Work”. The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits, if FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 5 Measure R Funding Agreement – Highways – General

applicable. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone date set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with the schedule and scope identified in this FA unless otherwise agreed to by the parties in writing in an amendment to this FA. If GRANTEE fails to meet milestones or fails to deliver the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9, 10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes and can show documentation acceptable to LACMTA supporting GRANTEE’S ability to make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Quarterly Progress/Expenditure Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Quarterly Progress/Expenditure Reports Attachment D-2. In no event can the final milestone date be amended by a Quarterly Progress/Expenditure Report.

7. No changes to this FA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Work shall be allowed without an amendment to the original FA, approved and signed by both parties.

8. Attachment D is the “Project Reporting & Expenditure Guidelines”. GRANTEE shall complete the “Quarterly Progress/Expenditure Report”. The Quarterly Progress/ Expenditure Report are attached to this FA as Attachment D-2 in accordance with Attachment D – Project Reporting and Expenditure Guidelines.

9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at https://programmetro.ecointeractive.com/secure2/login.asp. All projects that receive funding through Measure R must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed.

10. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes and/or Build America Bonds as defined in the American Reinvestment and Recovery Act of 2009 or similar types of bonds (collectively, the 'Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE. GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax-exemption of the interest, the Federal subsidy payment or the tax credit, as applicable, as specified in the Bond Requirements attached as
Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 6 Measure R Funding Agreement – Highways – General

requested by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such bonds tax status.

11 No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this FA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this FA, such as redistributing Funds among existing budget line items or non-material schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non-material changes are those changes which do not affect the grant amount or its schedule, Project Funding, or the Scope of Work, including the Work schedule.

12. LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Joshua Stanford
LACMTA Project Manager
Mail Stop 99-18-2
Phone: (213)-547-4268
E-mail: [email protected]

13. GRANTEE's Address:

City of Compton
205 S Willowbrook Ave., Compton, CA 90220
Attention: John Strickland
City of Compton Project Manager
Title: Project Manager
Phone: (310) 605-5505
Email: [email protected]

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 7 Measure R Funding Agreement – Highways – General

PART II

GENERAL TERMS OF THE FA

1. TERM

The term of this FA shall commence on the Effective Date of this FA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the FA Effective Date shall be reimbursed in accordance with the terms and conditions of this FA unless otherwise agreed to by the parties in writing.

2. SUSPENSION OR TERMINATION

Should LACMTA determine there are insufficient Measure R Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary to: (i) to return any facilities modified by the Project construction to a safe and operable state; and (ii) suspend or terminate the construction contractor’s control over the Project. LACMTA’s share of these costs will be consistent with the established funding percentages outlined in this FA.

3. INVOICE BY GRANTEE

Unless otherwise stated in this FA, the Quarterly Progress/ Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre-approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre-approved Quarterly Progress/ Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Accounts Payable Department as shown below.

Submit invoice with supporting documentation to:

[email protected] (preferable)
or
mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
All invoice material must contain the following information:

Re: LACMTA Project ID# MR306.61 and FA# 9200000000MR30661 Joshua Stanford; Mail Stop 99-18-2

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 8 Measure R Funding Agreement – Highways – General

4. USE OF FUNDS

4.1 GRANTEE shall utilize the Funds to complete the Project as described in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines and the specifications for use for the transportation purposes described in the Ordinance.

4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this FA, can only be used towards the completion of the Scope of Work detailed in Attachment C.

4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this FA. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the FA approved and signed by the LACMTA Chief Executive Officer or his Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel.

4.4 GRANTEE must use the Funds in the most cost-effective manner. If GRANTEE intends to use a consultant or contractor to implement all or part of the Project, LACMTA requires that such activities be procured in accordance with GRANTEE’s contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay “in-house” staff time. This effective use of funds provision will be verified by LACMTA through on- going Project monitoring and through any LACMTA interim and final audits.

4.5 GRANTEE’S employee, officers, councilmembers, board member, agents, or consultants (a “GRANTEE Party”) are prohibited from participating in the selection, award, or administration of a third-party contract or sub-agreement supported by the Funds if a real or apparent conflict of interest would be involved. A conflict of interest would include, without limitation, an organizational conflict of interest or when any of the following parties has a financial or other interest in any entity selected for award: (a) a GRANTEE Party (b) any member of a GRANTEE Party’s immediate family, (c) a partner of a GRANTEE Party; (d) any organization that employs or intends to employ any of the above. This conflict of interest provision will be verified by LACMTA through on-going Project monitoring and through any
LACMTA interim and final audits.

4.6 If a facility, equipment (such as computer hardware or software), vehicle or property, purchased or leased using the Funds, ceases to be used for the proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds expended for that purpose must be returned to LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio.

4.7 If the Project requires the implementation of an Intelligent Transportation Systems (“ITS”) project, GRANTEE shall ensure the Project is consistent with the Regional ITS Architecture. Attachment E-1, the Los Angeles County Regional ITS FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 9 Measure R Funding Agreement – Highways – General

Architecture (CONNECT-IT) Consistency Self-Certification Form, must be completed and signed for planned ITS projects and/or ITS projects that use local, state, or federal funds programmed or administered through LACMTA. Refer to www.laconnect-it.com to find information about the CONNECT-IT Service Packages.

4.8 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy.

For the parking policy, see
http://media.metro.net/projects_studies/call_projects/images/09%20Appendix%20D%20Pa rking%20Policy.pdf

5. REIMBURSEMENT OF FUNDS

Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Quarterly Progress/Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must register in LACMTA’s iSupplier portal and submit an application before grant payments can be made.

The link to the portal can be found at http://media.metro.net/uploads/EBB/Vendor Portal Registration.pdf. GRANTEE must provide detailed supporting documentation with its Quarterly Progress/Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter’s payment.

6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS

6.1 GRANTEE shall submit the draft of Quarterly Progress/Expenditure Report (Attachment D-2) within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre-approval of the applicable report. LACMTA Project Manager shall review and respond in writing to the draft Quarterly Progress/Expenditure Reports within thirty (30) calendar days from receipt. Grantee shall submit the LACMTA pre-approved Quarterly Progress/Expenditure Report no later than five (5) days after receipt of LACMTA’s written approval. Should GRANTEE fail to submit either the draft or pre-approved reports within five (5) days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Quarterly Progress/Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. All supporting documents must include a clear justification and explanation of their relevance to the Project. If no activity has occurred during a particular quarter, GRANTEE will still be required to submit the Quarterly Progress/Expenditure Reports indicating no dollars were expended that quarter. If a request for reimbursement exceeds $500,000 in a single month, then GRANTEE can submit such an invoice once per month with supporting documentation. Expenses that are not invoiced to LACMTA Accounts Payable FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 10 Measure R Funding Agreement – Highways – General

within ninety (90) days after the lapsing date specified in Part II, Section 9.1 below are not eligible for reimbursement.

6.2 GRANTEE shall submit the Project expenditure estimates for the subsequent fiscal year by February of each year. LACMTA will use the estimates to determine the Project budget for the upcoming fiscal year.

6.3 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, pre- award audits, performance audits and final audits. LACMTA will commence a final audit within six (6) months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review).

GRANTEE agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). GRANTEE shall reimburse LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this FA. The allowability of costs for GRANTEE’s own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for GRANTEE’s contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE’s Quarterly Progress/Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter II, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE.

6.4 GRANTEE’s records shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by LACMTA to substantiate charges related to the Project (all collectively referred to as “records”). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA to evaluate and verify, direct and indirect costs, (including overhead allocations) as they may apply to costs associated with the Project.

These records must be retained by GRANTEE for three years following final payment under this Agreement. Payment of retention amounts shall not occur until after the LACMTA’s final audit is completed.

6.5 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 5, paragraphs 6.2 and 6.3 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project.

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 11 Measure R Funding Agreement – Highways – General

6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all GRANTEE’S records and its contractors related to the Project, and shall be allowed to interview any employee of GRANTEE and its contractors through final payment to the extent reasonably practicable.

6.7 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this FA.

6.8 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service (IRS), as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates.

6.9 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance. GRANTEE shall cooperate with LACMTA Management Audit Services Department such that LACMTA can meet its obligations under the Ordinance.

6.10 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA.

6.11 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA.

6.12 In addition to LACMTA’s other remedies as provided in this FA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this FA, including the access to records provisions of Part II, Section 6.

7. GRANT

This is a one-time only grant of the Measure R Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA.

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 12 Measure R Funding Agreement – Highways – General

8. SOURCES AND DISPOSITION OF FUNDS

8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure R Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA.

8.2 GRANTEE shall fully fund and contribute the Grantee Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE may request additional Measure R funds from its sub-region earmark pending support of the sub-region’s Governing Board. A particular sub-region’s Measure R funds are limited to the amount specified in the Ordinance and is still subject to approval of the LACMTA Board. Nothing in this FA shall obligate, or be construed to obligate, the LACMTA Board to approve such request for additional funds. If the Funds are still insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project.

8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2.

8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this FA subject to the terms and conditions contained herein.

Any Funds expended by GRANTEE prior to the Effective Date of this FA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE’s own risk, or as delineated in a Letter of No Prejudice executed by the prospective GRANTEE and LACMTA.

8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, GRANTEE Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same proportion as the sources of funds from each party to this FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher.

9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS
FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 13 Measure R Funding Agreement – Highways – General

9.1 GRANTEE must demonstrate timely use of the Funds by:

(i) Executing this FA within ninety (90) days of receiving formal transmittal of the FA from LACMTA, or by December 31 of the first Fiscal Year in which the Funds are programmed, whichever date is later; and
(ii) Expending Project Development or Right-of-Way costs (including by deposit into a condemnation action) by the end of the second (2nd) fiscal year following the year the Funds were first programmed; and
(iii) Executing Contracts for Construction or Capital purchase within twelve (12) months from the date of completion of design; and (iv) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in
Attachment C (Scope of Work) of this FA; and
(v) Submitting the Quarterly Progress/Expenditure Reports as described in Part II, Section 6.1 of this FA; and
(vi) Expending the Funds granted under this FA for allowable costs within three years or 36 months from July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this FA. All Funds programmed for FY 2023-24 are subject to lapse by June 30, 2027.

9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1 of this FA, the Project will be reevaluated by LACMTA and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance. In the event that all the Funds are reprogrammed, this FA shall automatically terminate.

10. DEFAULT

A Default under this FA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; and/or (ii) GRANTEE fails to perform satisfactorily or make material changes, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA’s prior written consent or approval as provided herein.

11. REMEDIES

11.1 In the event of a Default by GRANTEE, LACMTA shall provide written notice of such Default to GRANTEE with a 30-day period to cure the Default. In the event GRANTEE fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 14 Measure R Funding Agreement – Highways – General

disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity.

11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE.

11.3 The remedies described herein are non-exclusive. LACMTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.

12. COMMUNICATIONS

12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA’s contribution to the Project as more particularly set forth in “Funding Recipient Communications Guidelines” available online at http://metro.net/partners-civic. The Funding Recipient Communications Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Recipient Communications Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer.

12.2 For purposes of this Agreement, “Communications Materials” include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of “Communications Materials” is found in the Funding Recipient Communications Guidelines.

12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. The preferred logo lock-up for Funding Recipients to use is included in the Funding Recipient Communications Guidelines.

12.4 GRANTEE
shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section.

12.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE’s compliance with the terms and conditions of this Section. GRANTEE’s failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein.

13. OTHER TERMS AND CONDITIONS

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 15 Measure R Funding Agreement – Highways – General

13.1 This FA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The FA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original FA or the same level of authority. Adoption of revisions or supplements to the Guidelines shall cause such revisions or supplements to become incorporated automatically into this Agreement as though fully set forth herein.

13.2 GRANTEE is obligated to continue using the Project dedicated to the public transportation purposes for which the Project was initially approved. The Project right- of-way, the Project facilities constructed or reconstructed on the Project site, and/or Project property purchased, excluding construction easements and excess property (whose proportionate proceeds shall be distributed in an equal proportion of the grant to GRANTEE Funding Commitment ratio), shall remain dedicated to public transportation use in the same proportion and scope and to the same extent as described in this FA. Equipment acquired as part of the Project, including office equipment, vehicles, shall be dedicated to that use for their full economic life cycle, including any extensions of that life cycle achieved by reconstruction, rehabilitation, or enhancements.

13.3 In the event that there is any legal court (e.g., Superior Court of the State of California, County of Los Angeles, or the U.S. District Court for the Central District of California) proceeding between the parties to enforce or interpret this FA, to protect or establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney’s fees.

13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or committed to be done by GRANTEE under or in connection with any work performed by and or service provided by GRANTEE, its officers, agents, employees, contractors and subcontractors under this FA. GRANTEE shall fully indemnify, defend and hold LACMTA and its subsidiaries, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever arising out of the Project, including without limitation: (i) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE’s obligations under this FA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors or subcontractors in the performance of the work or the provision of the services, in connection with the Project including, without limitation, the Scope of Work, described in this FA.

13.5 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Each party hereto shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this FA.

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.16.2023 16 Measure R Funding Agreement – Highways – General

13.6 GRANTEE shall comply with and ensure that work performed under this FA is done in compliance with Generally Accepted Accounting Principles (GAAP), all applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations, and procedural requirements including Federal Acquisition Regulations (FAR), and the applicable requirements and regulations of LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto.

13.7 GRANTEE agrees that the applicable requirements of this FA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this FA and LACMTA shall have the right to review and audit such contracts.

13.8 GRANTEE shall not assign this FA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee. Any assignment by GRANTEE without said prior consent by LACMTA shall be void and unenforceable.

13.9 This FA shall be governed by California law. If any provision of this FA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns.

13.11 GRANTEE will advise LACMTA prior to any key Project staffing changes.

Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address.

13.12 GRANTEE, in the performance of the work described in this FA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise.

FTIP #: LA9919535
SOURCES OF FUNDS Prior Years FY2021-22 FY 2022-23 FY2023-24 FY2024-25 FY2025-26 Total Budget
% of Budget

LACMTA PROGRAMMED FUNDING
MEASURE R FUNDS 700,000$ -$ 700,000$

LACMTA PROGRAMMED FUNDS BY
YEAR SUBTOTAL -$ -$ -$ 700,000$ -$ -$ 700,000$ 100% OTHER SOURCES OF FUNDING:

LOCAL: -$ 0%
STATE: -$ 0%
FEDERAL: -$ 0%
PRIVATE OR OTHER: -$ 0% OTHER FUNDING SUBTOTAL -$ -$ -$ -$ -$ -$ -$ 0% TOTAL PROJECT FUNDS -$ -$ -$ 700,000$ -$ -$ 700,000$ 100%

ATTACHMENT A - PROJECT FUNDING
Measure R Program - Funding Agreement Projects - FA# 9200000000MR30661 Project Title: Rosecrans Avenue/Atlantic Avenue & Artesia Boulevard/Santa Fe Avenue Intersection Improvements Project#: MR306.61

PROGRAMMED BUDGET - SOURCES OF FUNDS
Rev. 05.03.19 FA Measure R Hwys Gen Attachment A Project Funds SOURCES OF FUNDS FY 2025-26
Qtr 1
FY 2025-26
Qtr 2
FY 2025-26
Qtr 3
FY 2025-26
Qtr 4
FY 2026-27
Qtr 1
FY 2026-27
Qtr 2
FY 2026-27
Qtr 3
FY 2026-27
Qtr 4
TOTAL
BUDGET
LACMTA PROGRAMMED FUNDS:

MEASURE R FUNDS:

PAED $0
PS&E $0
RW Support $30,000 $170,000 $200,000
Const. Support $0
RW Capital $100,000 $50,000 $125,000 $125,000 $100,000 $500,000 Construction $0
Total MEASURE R $0 $0 $0 $130,000 $50,000 $295,000 $125,000 $100,000 $700,000 PROP C 25%
PAED $0
PS&E $0
RW Support $0
Const. Support $0
RW $0
Construction $0
Total PROP C 25% $0 $0 $0 $0 $0 $0 $0 $0 $0
SUM PROG LACMTA FUNDS: $0 $0 $0 $130,000 $50,000 $295,000 $125,000 $100,000 $700,000

PROJECT FUNDING
FY25-26 and FY26-27 $0 $0 $0 $130,000 $50,000 $295,000 $125,000 $100,000 $700,000 SOURCES OF FUNDS FY 2027-28
Qtr 1
FY 2027-28
Qtr 2
FY 2027-28
Qtr 3
FY 2027-28
Qtr 4
FY 2028-29
Qtr 1
FY 2028-29
Qtr 2
FY 2028-29
Qtr 3
FY 2028-29
Qtr 4
TOTAL
BUDGET
LACMTA PROGRAMMED FUNDS:

MEASURE R FUNDS:

PAED $0
PS&E $0
RW Support $0
Const. Support $0
RW $0
Construction $0
Total MEASURE R $0 $0 $0 $0 $0 $0 $0 $0 $0
PROP C 25%
PAED $0
PS&E $0
RW Support $0
Const. Support $0
RW $0
Construction $0
Total PROP C 25% $0 $0 $0 $0 $0 $0 $0 $0 $0
SUM PROG LACMTA FUNDS: $0 $0 $0 $0 $0 $0 $0 $0 $0

PROJECT FUNDING
FY27-28 and FY28-29 $0 $0 $0 $0 $0 $0 $0 $0 $0

SUMMARY OF ALL FUNDS
PAED $0 $0 $0 $0 $0 $0 $0 $0 $0
PS&E $0 $0 $0 $0 $0 $0 $0 $0 $0
RW Support $0 $0 $0 $30,000 $0 $170,000 $0 $0 $200,000
Const. Support $0 $0 $0 $0 $0 $0 $0 $0 $0
RW $0 $0 $0 $100,000 $50,000 $125,000 $125,000 $100,000 $500,000 Construction $0 $0 $0 $0 $0 $0 $0 $0 $0
TOTAL MILESTONES $0 $0 $0 $130,000 $50,000 $295,000 $125,000 $100,000 $700,000 SUM PROG LACMTA FUNDS $0 $0 $0 $130,000 $50,000 $295,000 $125,000 $100,000 $700,000 TOTAL PROJECT FUNDING $0 $0 $0 $130,000 $50,000 $295,000 $125,000 $100,000 $700,000 ATTACHMENT B-1 - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure R Program - Funding Agreement Projects - FA# 9200000000MR30661 Project Title: Rosecrans Avenue/Atlantic Avenue & Artesia Project#: MR306.61

PROGRAMMED SOURCES OF FUNDS
FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.03.19 1 FA Measure R Hwys Gen Attachment C Scope of Work

ATTACHMENT C

SCOPE OF WORK

PROJECT TITLE:

Rosecrans Avenue/Atlantic Avenue & Artesia Boulevard/Santa Fe Avenue Intersection Improvements.

PROJECT LOCATION:

The project is located at the Rosecrans Avenue and Atlantic Avenue intersection and at the Artesia Boulevard and Santa Fe Avenue Intersections in the City of Compton and the County of Los Angeles.

PROJECT LIMITS:

This project limits are at the Rosecrans Avenue and Atlantic Avenue intersection and at the Artesia Boulevard and Santa Fe Avenue Intersections in the City of Compton and the County of Los Angeles.

NEXUS TO HIGHWAY OPERATION, DEFINITION/PROJECT PURPOSE:

The purpose of this project is to implement focused intersection improvements at Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue to provide congestion relief during peak hours and improving safety for vehicles and pedestrians.

PROJECT BACKGROUND:

The City of Compton, in cooperation with the County of Los Angeles and the Los Angeles County Metropolitan Transportation Authority (Metro), is proposing improvements to Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue Intersections (the Project) in the City of Compton and the County of Los Angeles. These improvements are identified and funded through the I-710 South Corridor Improvement Project Early Action Program.

In 2008, Measure R was passed and established a 30- year 1/2 cent sales tax for transportation improvements in Los Angeles County. From this measure, $590 million was set aside for I-710 South and/or Early Action Projects of which $160 million was allocated to non-freeway improvements. Metro has worked closely with the Gateway Cities Council of Governments (Gateway COG) and the local jurisdictions that compose the I -710 Technical Advisory Committee (TAC) to establish & prioritize projects using this funding source. The City of Compton, working through the TAC, requested, and received approval to program funding for the Project through the Environmental Approval , completing the Final Plans, Specifications, and Estimates (PS&E), and Right -of-Way engineering services to advance geometric improvements for two intersections (the Project) in the City of Compton and the County of Los Angeles. The Project is not fully funded at this time.

The Project proposes implementing focused intersection improvements at Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue, providing congestion relief during peak hours and improving safety for vehicles and pedestrians. These intersections were identified for potential improvements in the I-710 South Corridor Project Alternative 5C year 2035 conditions analysis. The geometric improvements at each intersection are described below:

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.03.19 2 FA Measure R Hwys Gen Attachment C Scope of Work

Rosecrans Avenue at Atlantic Avenue:

Proposed intersection improvements include adding a westbound right -turn lane and a southbound left turn lane. To accommodate the added westbound right -turn lane, widening is proposed on the southside of Rosecrans Avenue in the eastbound direction between Atlantic Avenue and Lime Avenue by reducing the sidewalk width while meeting standards for Americans with Disabilities Act. Two commercial driveways will also require reconstruction. To accommodate the added southbound left - turn lane on Atlantic Avenue, the project proposes to reduce lane widths and remove on-street parking along southbound Atlantic Avenue. Traffic signal heads will be replaced to accommodate for the added turn lanes. Continental crosswalks will be added increase visibility for pedestrians. A new bus shelter will replace the existing on at the southeast corner of the intersection.

Artesia Boulevard at Santa Fe Avenue:

Proposed intersection improvements include adding an eastbound right-turn lane and converting the eastbound right-turn lane into a shared through/right-turn lane. To accommodate the added right-turn lane, widening is proposed on the southside of Artesia Boulevard. Modifications to the raised median along Artesia Boulevard have been proposed to increase storage lengths for the eastbound left -turn lane. Restriping Santa Fe Avenue has been proposed to increase storage length for the southbound left-turn lane. Traffic signal heads will also need to be replaced to accommodate the added turn lane.

Continental crosswalks will be added to increase visibility for pedestrians in addition to replacement of the pedestrian signal heads. A new bus shelter will also be constructed along WB Artesia Blvd.

PROJECT BUDGET:

COMPONENT AMOUNT
R/W Support $200,000
R/W Capital $500,000
Total Budget $700,000

SCOPE:

The Project features covered by this Funding Agreement include the following ROW activities outlined in Exhibit A of the associated MOU between Metro and the City of Compton:

RIGHT-OF-WAY:

Right-of-Way Support and Right-of-Way Capital

1. Pre-Offer
a. Approve and Sign Property Impact Statements (City to review, and comment. If the City has any concerns with property impacts, those concerns need to be worked out at this stage.)
b. Approve Construction Schedule
c. Circulate and approve Relocation Plan (if required)
d. Approve and Sign Appraisals/Certifications of Just Comp (Generally, appraisals should be reviewed and approved as soon as possible. Appraisals required to be reviewed and approved within 30 days of preparation if FTA funding is involved. If internal staff capability is not present, then review and approval would be undertaken by City Council.) e. Approve and Sign Offer Letters

2. Post-Offer
a. Oversee consultant just comp negotiations. Review and Approve Settlements b. Review and Approve Purchase Agreements/Deeds/Conveyance Documents FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.03.19 3 FA Measure R Hwys Gen Attachment C Scope of Work

c. Review and Approve Escrow Documents
d. Review and Approve Requests by City to Property owners

3. Condemnation
a. Coordinate Condemnation Counsel (advisable to retain condemnation counsel at property impact statement stage 1(a) above)
b. Prepare Notice of Hearing/Impasse
c. Prepare Board/Staff Reports/Resolutions of Necessity d. Prepare and File Complaint
e. Coordinate State Treasurer Deposit
f. Coordinate Motions for Orders of Possession
g. Coordinate and Attend Mediations
h. Coordinate and Attend Trials
i. Coordinate and Distribute Final Orders of Condemnation

MILESTONES: The implementation schedule for this project will be as follows.

Activity START DATE COMPLETION DATE
ROW
Appraisals 3/5/2025 10/31/2025
First Written Offer 11/17/2025 11/24/2025
Negotiations/Agreement & deed signing 11/17/2025 2/16/2026 Open Escrow 3/1/2026 4/1/2026
Title clearance/Fund escrow/Closing 3/1/2026 7/31/2026
Eminent Domain (if needed) 1/2026 7/2026
FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects
Project#: MR306.61
FA# 9200000000MR30661

Rev: 06.18.2020 FA Measure R Hwys Gen Attachment D Project Reporting & Expenditure Guidelines

1 FA ATTACHMENT D

PROJECT REPORTING & EXPENDITURE GUIDELINES

REPORTING PROCEDURES
• Quarterly Progress/Expenditure Report (Attachment D-2) are required for all projects.

The GRANTEE shall be subject to and comply with all applicable requirements of the funding agency regarding project-reporting requirements. In addition, GRANTEE will submit the Quarterly Expenditure Report to the LACMTA, after receiving LACMTA Project Manager’s acceptance of the draft report, at
[email protected] or by mail to Los Angeles Metropolitan Transportation Authority, Accounts Payable, P. O. Box 512296, Los Angeles, California 90051-0296. Please note that letters or other forms of documentation may not be substituted for this form.
• The Quarterly Progress/Expenditure Report covers all activities related to the project and lists all costs incurred. It is essential that GRANTEE provides complete and adequate response to all the questions. The expenses listed must be supported by appropriate documentation with a clear explanation of the purpose and relevance of each expense to the project.
• In cases where there are no activities to report, or problems causing delays, clear explanation, including actions to remedy the situation, must be provided. • GRANTEE is required to track and report on the project schedule. LACMTA will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter.
• The draft Quarterly Progress/Expenditure Report is due to the LACMTA as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year:

Quarter

Report Due Date

July –September November 30
October - December February 28
January - March May 31
April - June August 31

LACMTA Project Manager shall review and respond in writing to the draft Quarterly Expenditure Report within thirty (30) calendar days from receipt.

FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects
Project#: MR306.61
FA# 9200000000MR30661

Rev: 06.18.2020 FA Measure R Hwys Gen Attachment D Project Reporting & Expenditure Guidelines

2 Upon completion of the Project a final report that includes project’s final evaluation must be submitted.

EXPENDITURE GUIDELINES
• Any activity or expense charged above and beyond the approved Scope of Work (FA Attachment C) is considered ineligible and will not be reimbursed by the LACMTA unless prior written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.
• Any expense charged to the grant must be clearly and directly related to the project. • Administrative cost is the ongoing expense incurred by the GRANTEE for the duration of the project and for the direct benefit of the project as specified in the Scope of Work (Attachment C). Examples of administrative costs are personnel, office supplies, and equipment. As a condition for eligibility, all costs must be necessary for maintaining, monitoring, coordinating, reporting and budgeting of the project. Additionally, expenses must be reasonable and appropriate to the activities related to the project. • LACMTA is not responsible for, and will not reimburse any costs incurred by the GRANTEE prior to the Effective Date of the FA, unless written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.

DEFINITIONS
• Allowable Cost: To be allowable, costs must be reasonable, recognized as ordinary and necessary, consistent with established practices of the organization, and consistent with industry standard of pay for work classification.
• Excessive Cost: Any expense deemed “excessive” by LACMTA staff would be adjusted to reflect a “reasonable and customary” level. For detail definition of “reasonable cost”, please refer to the Federal Register OMB Circulars A-87 Cost Principals for State and Local Governments; and A-122 Cost Principals for Nonprofit Organizations. • Ineligible Expenditures: Any activity or expense charged above and beyond the approved Scope of Work is considered ineligible.

Invoice #
QUARTERLY PROGRESS / EXPENSE REPORT Invoice Date
FA#
Quarterly Report #

GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO
[email protected]
or submit by mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, California 90051-0296
after the close of each quarter, but no later than November 30, February 28, May 31 and August 31. Please note that letters or other forms of documentation may not be substituted for this form. Refer to the Reporting and Expenditure Guidelines (Attachment D) for further information.

Balance Remaining

% of Project Budget Expended to Date
Please itemize grant-related charges for this Quarter on Page 5 of this report and include totals in this Section.

Retention Amount
This Quarter Expenditure
Project Quarter Expenditure
Net Invoice Amount (Less Retention)
LACMTA Measure R Grant $
Grantee To Complete
LACMTA FA MEASURE R ATTACHMENT D-2
SECTION 1: QUARTERLY EXPENSE REPORT
Total Project Budget
-$

Project-to-Date Expenditure
Funds Expended to Date (Include this
Quarter)
Rev: 05.28.21 1 FA Measure R Hwys Gen Attachment D-2 Quarterly Report PROJECT TITLE:

QUARTERLY REPORT SUBMITTED FOR:

Fiscal Year : 2020-2021 2021-2022 2022-2023
2023-2024 2024-2025 2025-2026
Quarter : Q1: Jul - Sep Q2: Oct - Dec
Q3: Jan - Mar Q4: Apr - Jun
DATE SUBMITTED:

LACMTA MODAL CATEGORY:

RSTI Pedestrian
TDM Goods Movement
Transit
Phone Number:

E-mail:

Job Title:

Bicycle
Name:

FA #:

LACMTA Project Manager
Project Sponsor Contact / Project
Manager
Phone Number:

Mailing Address:

City / Agency:

Department:

Highways

Signal Synchronization

SECTION 2: GENERAL INFORMATION
Contact Name:

E-mail:

Rev: 05.28.21 2 FA Measure R Hwys Gen Attachment D-2 Quarterly Report Start Date End Date
On schedule per original FA schedule Less than 12 months behind original schedule Between 12-24 months behind original schedule More than 24 months behind original schedule Yes No Not Applicable
Yes No Not Applicable
Construction
Ground Breaking Event
Design Bid & Award
Environmental Clearance
Right-of-Way Acquisition
Start Date
Construction Bid & Award
Design
FA Milestones
SECTION 3 : QUARTERLY PROGRESS REPORT
Actual Schedule
End Date

1. DELIVERABLES & MILESTONES
Original FA Schedule in Scope of Work
List all deliverables and milestones as stated in the FA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES SHOWN IN THE 2 ND AND 3 RD COLUMNS BELOW.

Grantees must make every effort to accurately portray milestone dates in the original FA Scope of Work, since this will provide the basis for calculating any project delay. If milestone start and/or end dates change from those stated in the Original FA Scope of Work, indicate the new dates under Actual Schedule below and re-calculate the project duration. However, this does not change the original milestones in your FA. PER YOUR FA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE.

B. Was the project design started within 6 months of the date originally stated in the FA? C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications?

2. PROJECT COMPLETION
Total Project Duration (Months)
Ribbon Cutting Event
A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) :

Rev: 05.28.21 3 FA Measure R Hwys Gen Attachment D-2 Quarterly Report

4. PROJECT DELAY
If project is delayed, describe reasons for delay (this quarter). Pay particular attention to schedule delays. If delay is for the same reason as mentioned in previous quarters, please indicate by writing "Same as Previous Quarter".

5. ACTION ITEMS TO RESOLVE DELAY
List tasks or milestones accomplished and progress made this quarter.

3. TASKS / MILESTONES ACCOMPLISHED
If the project is delayed (as described in #4), include action items that have been, or will be, undertaken to resolve the delay.

Rev: 05.28.21 4 FA Measure R Hwys Gen Attachment D-2 Quarterly Report 1 2
3 4
5 6
7 8
9 10
11 12
13 Invoice Payment Information:

LACMTA will make all disbursements electronically unless an exception is requested in writing.

ACH Payments require that you complete an ACH Request Form and fax it to Accounts Payable at 213-922-6107.

ACH Request Forms can be found at www.metro.net/callforprojects.

Written exception requests for Check Payments should be completed and faxed to Accounts Payable at 213-922-6107.

Signature Date
Name Title
TOTAL

TOTAL EXPENSES CHARGED TO LACMTA MEASURE R GRANT
SECTION 4: ITEMIZED LISTING OF EXPENSES AND CHARGES THIS QUARTER INVOICE #
All expenses and charges must be itemized and listed below. Each item listed must be verifiable by an invoice and/or other proper documentation. The total amounts shown here must be equal to this quarter’s expenditures listed on page 1 of this report. All expenses and charges must be reflective of the approved budget and rates as shown in the FA Attachment B, Scope of Work. Use additional pages if needed.

ITEM
stated in this report is true and correct.

All receipts, invoices, and time sheets, attached and included with this Expense Report must be listed and shown under the Invoice Number column of the Itemized Listing (above).

Note:
and that to the best of my knowledge and belief the information I certify that I am the responsible Project Manager or fiscal officer and representative of Rev: 05.28.21 5 FA Measure R Hwys Gen Attachment D-2 Quarterly Report Los Angeles Metropolitan Transportation Authority
2027 Federal Transportation Improvement Program ($000)
LA9919535TIP ID Implementing Agency Compton, City of
SCAG RTP Project #: 7120001
Conformity Category: EXEMPT - 93.127
Project Description: Improvements at Rosecrans Avenue/Atlantic Avenue and Artesia Boulevard/Santa Fe Avenue to provide congestion relief during peak hours and improving safety for vehicles and pedestrians Study:N/A Is Model: NO Model #:

PM: John Strickland - (310)605-5505
LS: N LS GROUP#:

PPNO:EA #:

Program Code: NCR30 - SAFETY IMPROVEMENTS Stop Loc:

Air Basin: SCAB Envir Doc: CATEGORICAL EXEMPTIONS -- CEQA - 01/08/2025
Uza: Los Angeles-Long
Beach-Santa Ana
Sub-Area: Sub-Region: Gateway Cities
COG
CTIPS ID:

Lane # Extd: Lane # Prop: Imprv Desc:

Hov acs eg loc: Toll Rate:

0.00 Toll Colc Loc: Toll Method:

System :Local Hwy Completion Date 12/31/2030Phase: No Project ActivityDistance: Postmile: Route :

PRIOR PROG TOTAL BEYONDPHASE 31/3230/3129/3028/2927/2826/27 $1,853 $1,853 PEMR20H - Measure R 20% Highway
CON
RW
SUBTOTAL $2,553 $2,553
$0 $0
$700 $700
$2,553 TOTAL
TOTAL PE: $1,853 TOTAL RW: $700 TOTAL CON: $0
$2,553
TOTAL PROGRAMMED: $2,553
No change in project funding Total project cost remains the same at $0 Change reason:NEW PROJECT Total Project CostLast Revised Amendment 27-01 - Submitted $2,553 1Page Wednesday, January 21, 2026
FTIP #: LA9919535
Subregion ID: I-710 South Early Action Projects

Project#: MR306.61
FA# 9200000000MR30661

Rev: 05.15.19 FA Measure R Hwys Gen Attachment F
Bond Requirements

1 ATTACHMENT F

BOND REQUIREMENTS

The provisions of this Attachment F apply only if and to the extent some or all of the Funds are derived from LACMTA issued Bonds or other debt, the interest on which is tax exempt for federal tax purposes (collectively, the "Bonds").

GRANTEE acknowledges that some or all of the Funds may be derived from Bonds, the interest on which is tax-exempt for federal tax purposes or with respect to which LACMTA receives a Federal subsidy for a portion of the interest cost or the investor receives a tax credit. GRANTEE further acknowledges its understanding that the proceeds of the Bonds are subject to certain ongoing limitations relating to the use of the assets financed or provided with such proceeds ("Project Costs" or "Project Components") in the trade or business of any person or entity other than a governmental organization (any such use by a person or entity other than a governmental organization is referred to as "Private Use"). Private Use will include any sale, lease or other arrangement pursuant to which a nongovernmental person or entity receives a legal entitlement of a Project Component and also includes certain agreements pursuant to which a nongovernmental person will operate or manage a Project Component. Each quarterly invoice submitted by GRANTEE to reimburse prior expenditures (or to be received as an advance) shall provide information regarding the specific Project Costs or Project Components to which the Funds which pay that invoice will be allocated and whether there is or might be any Private Use associated with such Project Costs or Project Components. GRANTEE will, for the entire time over which LACMTA's Bonds or other debt remains outstanding, (1) notify and receive LACMTA' s approval prior to entering into any arrangement which will or might result in Private Use and (2) maintain records, including obtaining records from contractors and subcontractors as necessary, of all allocations of Funds to Project Costs or Project Components and any Private Use of such Project Costs or Project Components in sufficient detail to comply and establish compliance with Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"), or similar code provision then in effect and applicable, as determined by the LACMTA in consultation with its bond counsel.

GRANTEE will designate one or more persons that will be responsible for compliance with the obligations described in this Attachment F and notify LACMTA of such designations. 01478.0001 2186872.1
September 15, 2026
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: INTERIM CITY MANAGER, JERRY GROOMES
SUBJECT: CONSIDERATION OF TERMINATION OF THE CITY’S PREFERENTIAL

PARKING PERMIT DISTRICT IN RICHLAND FARMS

SUMMARY
The City currently has one preferential parking district, Richland Farms. This district is presently the only area within the City subject to preferential parking permit restrictions.

The establishment, administration, and termination of preferential parking permit districts are governed by City Municipal Code section 12-9.4.

The relevant provisions of the City Municipal Code section 12-9.4 are as follows:
a. Once a resolution establishing a residential preferential parking district is established, parking permits must be issued to at least 50% of residents in the district before signs will be installed designating the preferential parking district. If the minimum number of permits is not obtained within 60 days, or the number of permit holders drops below 50%
following annual permit renewals, the residential preferential parking district may be terminated by resolution of the City Council at a public hearing noticed as described above. b. The City Council may terminate a preferential parking district upon receipt of a petition calling for such termination which has been received and transmitted by the City Clerk, and contains signatures and the corresponding printed name and address representing a majority (50% + one) of the
dwelling units in the district. The City Council may also terminate such district, without petition, based upon, but not limited to, any changes in the criteria upon which the original designation was based.

More specifically, subsection (b) of Compton Municipal Code section 12-9.4 provides that the City Council may terminate a preferential parking district upon receipt of a petition calling for such termination that has been received and transmitted by the City Clerk, contains signatures, together with the corresponding printed names and addresses, representing a majority (50% +1) of the dwelling units within the preferential parking district.

16.16.16.16.16.16. 01478.0001 2186872.1

BACKGROUND
Based upon data maintained by the City, there are approximately 400 dwelling units within the existing preferential permit parking district. Accordingly, a petition seeking termination of the district must be submitted and contain qualifying signatures representing a majority of those dwelling units, or approximately 201 dwelling units in order to satisfy the threshold established by Compton Municipal Code section 12-9.4.

A petition requesting termination of the preferential permit parking district was circulated by residents in Richland Farms and subsequently received by the City on March 9, 2026 (hereafter, the “Petition”). The Petition contains 249 full names, addresses, and signatures, of residents that live within that district requesting termination of the preferential parking enforcement in Richland Farms, with more than 201 dwelling units represented.

Based upon the appropriate number of dwelling units reflected in the City’s records, the City staff verified that the Petition contains signatures exceeding the minimum number required by Compton Municipal Code section 12-9.4. Accordingly, the Petition satisfies the numerical requirements necessary for the City Council to consider termination of the preferential parking permit district in Richland Farms.

Upon receipt of the Petition, the City Clerk notified City Personnel regarding the Petition and requested the termination of the district. This matter, however, recently came to the attention of the Interim City Manager in a meeting with residents residing in Richland Farms. In light of the Petition and the Municipal Code requirements, the City Manager’s office is now presenting this matter to the City Council for consideration and direction.

Council initially heard the item on September 1, 2026 and are rehearing the item for further discussion.

STATEMENT OF ISSUE
The preferential parking permit district in Richland Farms was established to regulate parking within the designated area by providing preferential parking privileges to qualifying residents, and to restrict parking by vehicles without the appropriate permit.

The Petition received by the City demonstrates that a majority of the dwelling units within Richland Farms requested that the Preferential Parking Permit designation be terminated. Because the Petition satisfies the requirements established by Compton Municipal Code section 12-9.4(b), the Municipal Code authorizes the City Council to terminate the preferential permit parking district.

The City Council is not required to select termination as its only available option. Rather, the matter is being presented to the City Council to determine how it wishes to proceed in light of the qualifying Petition, the purposes underlying the existing district, and the current parking needs of the affected area.
01478.0001 2186872.1
Staff, therefore, requests that the City Council consider the Petition and provide direction regarding the operation and enforcement of the preferential permit parking district in Richland Farms.

FISCAL IMPACT
The Fiscal Impact will be assessed upon completion of a Citywide Parking study to determine whether preferential parking will remain in some form or be completely terminated in Richland Farms.

RECOMMENDATIONS
Staff recommends that the City Council take any of the following actions:

1. Terminate the Preferential Permit Parking District in Richland Farms.

Direct staff to terminate the existing preferential parking permit district in Richland Farms until further notice and take the administrative steps necessary to discontinue preferential parking permit restrictions and enforcement within Richland Farms.

2. Continue the Preferential Permit Parking District in Richland Farms.

Direct staff to reject the Petition request, maintain the existing preferential parking permit district, and continue enforcement of the applicable preferential permit parking restrictions.

3. Provide Alternate Direction. The City Council may take any other action, or provide any additional direction to staff, that the City Council deems appropriate in response to the Petition requesting termination of the preferential parking within the district.

ATTACHMENTS

1. Petition Received March 9, 2026

2. Compton Municipal Code section 12-9.4

JERRY GROOMES

INTERIM CITY MANAGER
a.
b.

City of Compton, CA
Chapter 12. Traffic Regulations
§ 12-9.4. Termination of a Preferential Permit Parking District. [Ord. #2298 § 1]
Once a resolution establishing a residential preferential parking district is established, parking permits must be issued to at least 50% of residents in the district before signs will be installed designating the preferential parking district. If the minimum number of permits is not obtained within 60 days, or the number of permit holders drops below 50% following annual permit renewals, the residential preferential parking district may be terminated by resolution of the City Council at a public hearing noticed as described above.

The City Council may terminate a preferential parking district upon receipt of a petition calling for such termination which has been received and transmitted by the City Clerk, and contains signatures and the corresponding printed name and address representing a majority (50% plus one) of the dwelling units in the district. The City Council may also terminate such district, without petition, based upon, but not limited to, any changes in the criteria upon which the original designation was based.

Termination of a Preferential Permit Parking District. - City of Compton, CA https://ecode360.com/print/CO4057?guid=35625587 1/1

01478.0001 2186702.1
RESOLUTION NO. ________________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON (“CITY”) TERMINATING THE CITY’S PREFERENTIAL PARKING DISTRICT IN RICHLAND FARMS
WHEREAS, the City of Compton (“City”) has established a preferential parking permit district in Richland Farms pursuant to the provision of the City’s Municipal Code; and
WHEREAS, the existing preferential parking permit district in Richland Farms is currently the only preferential parking district within the City; and WHEREAS, the City’s Municipal Code section 12-9.4 governs the establishment, administration, and termination of preferential parking districts within the City; and WHEREAS, subsection (b) of Municipal Code section 12-9.4 provides that the City Council may terminate a preferential parking district upon receipt of a petition calling for such termination that has been received and transmitted by the City Clerk and contains signatures, together with the corresponding printed names and addresses, representing a majority (50%+1) of the dwelling units within the district; and WHEREAS, based upon data maintained by the City, there are approximately 400 dwelling units within the existing preferential parking district; and WHEREAS, based upon approximately 400 dwelling units within the district, signatures representing at least 201 dwelling units are necessary to constitute a majority in accordance with City Municipal Code section 12-9.4(b), and WHEREAS, residents circulated a petition requesting termination of the preferential permit parking district in Richland farms and transmitted that petition to the City on March 9, 2026 (hereafter, the “Petition”); and
WHEREAS, the Petition contains at least 249 verified signatures from separate addresses of residents in Richland Farms requesting termination of the permit parking district; and
WHEREAS, the number of signatures contained in the Petition exceeds the minimum numerical requirement established by Compton Municipal Code section 12-

9.4(b); and
WHEREAS, upon receipt of the Petition, the City Clerk’s office verified the resident’s request to terminate the preferential permit parking district in Richland Farms; and
01478.0001 2186702.1
WHEREAS, the Petition recently came to the attention of the Interim City Manager, Jerry Groomes, who presented the matter to the City Council for consideration and direction; and
WHEREAS, after consideration of the Petition, the applicable provisions of the City’s Municipal Code, the staff report, and any public testimony or other information presented at the meeting, the City Council desires to terminate the preferential permit parking district in Richland Farms.

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

SECTION 1. The City Council finds that the foregoing recitals are true and correct and incorporates them herein by reference.

SECTION 2. The City Council finds that the Petition received by the City on March 9, 2026, satisfies the applicable requirements of City Municipal Code section 12-9.4, including the requirement that the Petition contain signatures representing a majority of the dwelling units within the preferential parking permit district in Richland Farms.

SECTION 3. Pursuant to Compton Municipal Code section 12-9.4, the City Council hereby terminates the existing preferential parking permit district in Richland Farms, effective immediately.

Upon the effective date of the signing of this Resolution terminating the preferential parking restrictions in Richland Farms, the City shall no longer enforce preferential permit parking restrictions applicable solely by reason of the Preferential Permit Parking Program set forth in the City’s Municipal Code sections 12.9 et. seq.

SECTION 4. The City Manager, Interim City Manager, City Clerk, and other appropriate City officers and employees are hereby authorized and directed to take all actions reasonably necessary for the implementation of this Resolution including, as appropriate, discontinuing the issuance and enforcement of preferential parking permits and removing, covering, modifying, or otherwise addressing signage associated with the terminated permit parking district in Richland Farms.

SECTION 5. Nothing in this Resolution shall affect the applicability or enforcement of any generally applicable parking restriction provision of the City’s Municipal Code, or provision of state and/or federal law that applies independently to parking and/or preferential parking requirements.

SECTION 6. This Resolution shall take effect immediately upon its adoption; provided, however, that termination of the preferential permit parking restrictions shall become operational immediately as specified in Section 3 to permit City staff sufficient time to implement the City Council’s direction.
01478.0001 2186702.1
SECTION 7. That a certified copy of this Resolution shall be forwarded to the offices of the City Clerk, City Manager, Legal Division, and Building and Safety Department.

SECTION 8. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution
ADOPTED this ____ day of September, 2026.
______________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
_______________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Satra D. Zurita, City Clerk of the City of Compton, hereby certify that the foregoing resolution was adopted by the City Council, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the _______ day of _______________, 2026.

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

AYES: COUNCIL MEMBER-
NOES: COUNCIL MEMBER-
ABSENT: COUNCIL MEMBER-
ABSTAIN: COUNCIL MEMBER-
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

September 15, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY TREASURER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

COMPTON UPDATING THE CITY OF COMPTON INVESTMENT
POLICY FOR FISCAL YEAR 2026/2027

SUMMARY
The proposed resolution would update the current City investment policy that was adopted by City Council on May 12, 2026 with resolution No 26,413. The annual review and adoption of the City’s investment policy is a requirement designed to ensure that the policy is up to date with market trends and procedures and that the City’s economic goals are met.

BACKGROUND
Pursuant to Section XIX Review of Investment Policy, the City of Compton’s Investment Policy must be reviewed and adopted at least annually within 120 days of the end of the fiscal year to ensure its consistency with the overall objectives of preservation of principal, liquidity and return, and its relevance to current law and financial and economic trends.

STATEMENT OF THE ISSUE
The proposed resolution would update the City investment policy which would replace and supersede the City’s current policy. This proposed updated investment policy has been meticulously vetted by both the City’s current investment advisor, Chandler Asset Management, Inc, as well as City Treasurer Department staff, and follows the investment policy model set forth in California Government Code.

Adoption of this updated policy will provide the City with a policy that meets the industry’s best practices, utilizes the most current policies set forth by California Government Code and will also make the City of Compton eligible for the California Municipal Treasurers Association (CMTA) Investment Policy Certification Program, a distinction that the City of Compton has never held.

FISCAL IMPACT
Adoption of the attached Resolution ensures that the City of Compton’s City Treasurer Department is conducting investment transactions within the confines of the most

17.17.17. Staff Report-Updating the City of Compton Investment Policy September 15, 2026, Page 2
current policies set forth by California Government Code and that the City of Compton is in compliance with all current regulations.

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

BRANDON MIMS

CITY TREASURER
RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

UPDATING THE CITY OF COMPTON INVESTMENT POLICY FOR FISCAL YEAR 2026/2027
WHEREAS, the City Council of the City of Compton has annually adopted an Investment Policy by Resolution of the City Council pursuant to Section 53646(a)(2) of the California Government Code; and
WHEREAS, in accordance with section 701, section (a) of the city charter of the City of Compton, the City Treasurer is the custodian of all public funds belonging to, or under the control of the City, or of any office, department or agency thereof, and to that end shall have power and be required to receive and have custody of all monies receivable by the City from any source; and
WHEREAS, in accordance with section 701, section (b) of the city charter of the City of Compton, the City Treasurer shall deposit all monies received in such depositories as may be designated by this Investment Policy and in compliance with all of the provisions of the California State Constitution and laws of the State, governing the handling, depositing and securing of public funds; and WHEREAS, the City Treasurer shall not knowingly make any investments in any institution, company, corporation, subsidiary or affiliate that practices or supports directly or indirectly through its actions, discrimination on the basis of race, religion, color, creed, national or ethnic origin, age, sex, sexual orientation, or physical disability; and
WHEREAS, on May 12, 2026 the City Council of the City of Compton did adopt Resolution No. 26,413 “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON UPDATING THE CITY OF COMPTON INVESTMENT POLICY” replacing the current Investment Policy with a more robust and detailed policy; and WHEREAS, pursuant to Section XIX Review of Investment Policy, the City of Compton’s Investment Policy must be reviewed and adopted at least annually within 120 days of the end of the fiscal year to ensure its consistency with the overall objectives of preservation of principal, liquidity and return, and its relevance to current law and financial and economic trends

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON RESOLVES AS FOLLOWS:

Section 1. That the City Treasurer of the City of Compton, at a public meeting conducted on September 15, 2026, and pursuant to Section 53646(a)(2) of the California Government Code, did render a reviewed and updated “City of Compton Investment Policy” for the City Council that supersedes the current Investment Policy.

Section 2. That the updated City of Compton Investment Policy shall be included in the City’s Standard Operating Manual.

Section 3. That a copy of this Resolution shall be filed in the offices of the City Clerk, City Manager, City Controller, City Treasurer and the City Attorney.

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

Resolution No. ___________________

Page 2 ends

ADOPTED this ________ day of _________________ 2026.
_______________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Satra D. Zurita, 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 _________, 2026.

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

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN:COUNCIL MEMBERS-
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON
The purpose of this investment policy is
to identify various policies and
procedures that will foster a prudent and
systematic investment program designed
to seek the City of Compton’s
objectives of safety, liquidity and return
on investment through a diversified
investment portfolio
City of
Compton
2026/2027 Investment Policy
City of Compton
2026-2027 Investment Policy
1 of 21
2026/2027 INVESTMENT POLICY
ADOPTED SEPTEMBER 15, 2026
I. INTRODUCTION.......................................................................................................2 II. SCOPE...................................................................................................................2 III. PRUDENCE.............................................................................................................3 IV. OBJECTIVES...........................................................................................................3 V. DELEGATION OF AUTHORITY....................................................................................4 VI. ETHICS AND CONFLICTS OF INTEREST........................................................................4 VII. INTERNAL CONTROLS..............................................................................................5 VIII. AUTHORIZED FINANCIAL INSTITUTIONS, DEPOSITORIES, AND BROKER/DEALERS............5 IX. AUTHORIZED INVESTMENTS.....................................................................................6 X. PROHIBITED INVESTMENT VEHICLES AND PRACTICES................................................12 XI. INVESTMENT POOLS/MUTUAL FUNDS......................................................................12 XII. COLLATERALIZATION............................................................................................13 XIII. DELIVERY, SAFEKEEPING AND CUSTODY.................................................................13 XIV. MAXIMUM MATURITY...........................................................................................14 XV. RISK MANAGEMENT AND DIVERSIFICATION.............................................................14 XVI. REVIEW OF INVESTMENT PORTFOLIO.......................................................................15 XVII. PERFORMANCE EVALUATION.................................................................................15 XVIII. REPORTING..........................................................................................................15 XIX. REVIEW OF INVESTMENT POLICY............................................................................16 GLOSSARY OF INVESTMENT TERMS......................................................................................17 City of Compton
2026-2027 Investment Policy
2 of 21
I. INTRODUCTION
The purpose of this investment policy is to identify various policies and procedures that will foster a prudent and systematic investment program designed to seek the City of Compton’s objectives of safety, liquidity and return on investment through a diversified investment portfolio. This policy also serves to organize and formalize the City’s investment-related activities, while complying with all applicable statutes governing the investment of public funds. This policy is written to incorporate industry best practices and recommendations from sources such as the Government Finance Officers Association (GFOA), California Municipal Treasurers Association (CMTA), California Debt and Investment Advisory Commission (CDIAC) and the Association of Public Treasurers (APT).

This investment policy was endorsed and adopted by the City of Compton’s City Council and is effective as of the 15th day of September, 2026 and replaces any previous versions.

II. SCOPE
This policy covers all funds and investment activities under the direct authority of the City, as set forth in the State Government Code, Sections 53600 et seq., with the following exceptions:
Proceeds of debt issuance shall be invested in accordance with the City’s general investment philosophy as set forth in this policy; however, such proceeds are to be invested pursuant to the permitted investment provisions of their specific bond indentures.
CalPERS, OPEB trusts, and the investment of employees’ deferred compensation funds invested pursuant to Government Code Section 53609 Any other funds specifically exempted by the City Council.

POOLING OF FUNDS
Except for cash in certain restricted and special funds, the City will consolidate cash and reserve balances from all funds to maximize investment earnings and to increase efficiencies with regard to investment pricing, safekeeping and administration. Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles.

CASH MANAGEMENT
The City will maintain sufficient operating cash in its operating account (General Checking Account, Successor Agency Checking Accounts, and Payroll Accounts). These balances will be minimal and maintained solely to cover outstanding warrants. The General Checking balance will be maintained solely to cover routine operational costs.
The City Treasurer shall assess operating account balances on a quarterly basis and transfer excess funds to the City’s investment accounts.

City of Compton
2026-2027 Investment Policy
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III. PRUDENCE
Pursuant to California Government Code, Section 53600.3, all persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the Prudent Investor Standard:
“…all governing bodies of local agencies or persons authorized to make investment decisions on behalf of those local agencies investing public funds pursuant to this chapter are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the Agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the Agency. Within the limitations of this section and considering individual investments as part of an overall strategy, investments may be acquired as authorized by law.”
The City Treasurer and other authorized persons responsible for managing City funds acting in accordance with written procedures and this investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security’s credit risk or market price changes provided that the City Treasurer or other authorized persons acted in good faith. Deviations from expectations of a security’s credit or market risk should be reported to the City Council in a timely fashion and appropriate action should be taken to control adverse developments.

IV. OBJECTIVES
The City’s overall investment program shall be designed and managed with a degree of professionalism worthy of the public trust. The overriding objectives of the program are to preserve principal, provide sufficient liquidity, and manage investment risks, while seeking a market-rate of return.
SAFETY. Safety of principal is the foremost objective of the investment program.

Investments will be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. To attain this objective, the City will diversify its investments by investing funds among a variety of securities with independent returns. LIQUIDITY. The investment portfolio will remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. RETURN ON INVESTMENTS. The investment portfolio will be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints for safety and liquidity needs.

City of Compton
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The City Treasurer shall not knowingly make any investments in any institution, company, corporation, subsidiary or affiliate that practices or supports directly or indirectly through its actions, discrimination on the basis of race, religion, color, creed, national or ethnic origin, age, sex, sexual orientation, or physical disability.

V. DELEGATION OF AUTHORITY
Authority to manage the City’s investment program is derived from California Government Code, Sections 41006 for City Treasurers and 53600 et seq.

The City Council is responsible for the management of the City’s funds, including the administration of this investment policy. Management responsibility for the cash management of the City’s funds is hereby delegated to the City Treasurer.

The City Treasurer will be responsible for all transactions undertaken and will establish a system of procedures and controls to regulate the activities of subordinate officials and employees. Such procedures will include explicit delegation of authority to persons responsible for investment transactions. No person may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the City Treasurer.

The City may engage the services of one or more external investment advisers, who are registered under the Investment Advisers Act of 1940, to assist in the management of the City’s investment portfolio in a manner consistent with the City’s objectives. External investment advisers may be granted discretion to purchase and sell investment securities in accordance with this investment policy.

The City's overall investment program shall be designed and managed with a degree of professionalism that is worthy of the public trust. The City recognizes that in a diversified portfolio, occasional measured losses may be inevitable and must be considered within the context of the overall portfolio’s return and the cash flow requirements of the City.

VI. ETHICS AND CONFLICTS OF INTEREST
All participants in the investment process shall act as custodians of the public trust.

Investment officials shall recognize that the investment portfolio is subject to public review and evaluation. Thus, employees and officials involved in the investment process shall refrain from personal business activity that could create a conflict of interest or the appearance of a conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions.

Employees and investment officials shall disclose to the City Manager any material interests in financial institutions with which they conduct business, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the investment portfolio. Employees and officers shall refrain from undertaking any personal investment transactions with the same individual with whom business is conducted on behalf of the City.

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VII. INTERNAL CONTROLS
The City Treasurer (or the Chief Deputy City Treasurer in the absence of the City Treasurer) is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the entity are protected from loss, theft or misuse. The internal control structure shall be designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that (1) the cost of a control should not exceed the benefits likely to be derived; and (2) the valuation of costs and benefits requires estimates and judgments by management.

Periodically, as deemed appropriate by the City and/or the City Council, an independent analysis by an external auditor shall be conducted to review internal controls, account activity and compliance with policies and procedures.

The Investment Policy shall be included in the City’s Standard Operating Manual.

VIII. AUTHORIZED FINANCIAL INSTITUTIONS, DEPOSITORIES, AND BROKER/DEALERS The City Treasurer shall maintain procedures for establishing a list of authorized broker/dealers and financial institutions which are approved for investment purposes that are selected through a process of due diligence as determined by the City. No purchase or sale of investments is to be made with a broker-dealer, by a member of the Treasurer’s office, unless the firm’s name has been approved by the City Treasurer and adopted by resolution by the City’s Legislative Body. Due inquiry shall determine whether such authorized broker/dealers, and the individuals covering the City are reputable and trustworthy, knowledgeable and experienced in Public Agency investing and able to meet all of their financial obligations. These institutions may include "primary" dealers or regional dealers that qualify under Securities and Exchange Commission (SEC) Rule 15c3- 1 (uniform net capital rule).

In accordance with Section 53601.5, institutions eligible to transact investment business with the City include:
Institutions licensed by the state as a broker-dealer, as defined in Section 25004 of the Corporations Code, with proof of FINRA certification.
Institutions that are members of a federally regulated securities exchange. Primary government dealers as designated by the Federal Reserve Bank and non- primary government dealers.
Nationally or state-chartered banks.
Savings association or federal association (as defined in Section 5102 of the Financial Code).
The Federal Reserve Bank.
Direct issuers of securities eligible for purchase.

Selection of financial institutions and broker/dealers authorized to engage in transactions will be at the sole discretion of the City, except where the City utilizes an external investment adviser in which case the City may rely on the adviser for selection.

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All financial institutions which desire to become qualified bidders for investment transactions (and which are not dealing only with the investment adviser) must supply the City Treasurer with audited financials and a statement certifying that the institution has reviewed the California Government Code, Section 53600 et seq. and the City’s investment policy. The City Treasurer will conduct an annual review of the financial condition and registrations of such qualified bidders.

To the extent practicable, the City Treasurer shall endeavor to complete investment transactions using a competitive bid process whenever possible. The City Treasury will determine which financial institutions are authorized to provide investment services to the City. It shall be the City’s policy to purchase securities only from authorized institutions and firms.

Selection of broker/dealers used by an external investment adviser retained by the City will be at the sole discretion of the adviser. Where possible, transactions with broker/dealers shall be selected on a competitive basis and their bid or offering prices shall be recorded.

If there is no other readily available competitive offering, best efforts will be made to document quotations for comparable or alternative securities. When purchasing original issue instrumentality securities, no competitive offerings will be required as all dealers in the selling group offer those securities at the same original issue price.

Public deposits will be made only in qualified public depositories as established by State law. Deposits will be insured by the Federal Deposit Insurance Corporation, or, to the extent the amount exceeds the insured maximum, will be collateralized in accordance with State law.

IX. AUTHORIZED INVESTMENTS
The City’s investments are governed by California Government Code, Sections 53600 et seq. Within the investments permitted by the Code, the City seeks to further restrict eligible investments to the guidelines listed below. In the event a discrepancy is found between this policy and Code, the more restrictive parameters will take precedence. Percentage holding limits and minimum credit requirements listed in this section apply at the time the security is purchased.

Any investment currently held at the time the policy is adopted which does not meet the new policy guidelines can be held until maturity and shall be exempt from the current policy. At the time of the investment’s maturity or liquidation, such funds shall be reinvested only as provided in the current policy.

An appropriate risk level shall be maintained by primarily purchasing securities that are of high quality, liquid, and marketable. The portfolio shall be diversified by security type and issuer to avoid incurring unreasonable and avoidable risks regarding specific security types or individual issuers.

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1. MUNICIPAL SECURITIES include obligations of the City, the State of California and any local agency within the State of California, provided that:

The securities are rated in a rating category of “A” or its equivalent or better by at least one nationally recognized statistical rating organization (“NRSRO”). No more than 5% of the total portfolio may be invested in any single issuer. No more than 30% of the total portfolio may be in Municipal Securities. The maximum maturity does not exceed five (5) years.

2. MUNICIPAL SECURITIES (REGISTERED TREASURY NOTES OR BONDS) of any of the other 49 states in addition to California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency, or authority of any of the other 49 states, in addition to California.

The securities are rated in a rating category of “A” or its equivalent or better by at least one NRSRO.
No more than 5% of the total portfolio may be invested in any single issuer. No more than 30% of the total portfolio may be in Municipal Securities. The maximum maturity does not exceed five (5) years.

3. U.S. TREASURIES and other government obligations for which the full faith and credit of the United States are pledged for the payment of principal and interest. There are no limits on the dollar amount or percentage that the City may invest in U.S. Treasuries, provided that:
The maximum maturity does not exceed five (5) years.

4. FEDERAL AGENCIES or United States Government-Sponsored Enterprise obligations, participations, or other instruments, including those issued by or fully guaranteed as to principal and interest by federal agencies or United States government-sponsored enterprises. There are no limits on the dollar amount or percentage that the City may invest in Federal Agency or Government-Sponsored Enterprises (GSEs), provided that:
No more than 30% of the total portfolio may be invested in any single Agency/GSE issuer.
No more than 20% of the total portfolio may be invested in callable agency securities.
The maximum maturity does not exceed five (5) years.

5. BANKER’S ACCEPTANCES, provided that:
They are issued by institutions which have short-term debt obligations rated “A-1” or its equivalent or better by at least one NRSRO; or long-term debt obligations which are rated in a rating category of “A” or its equivalent or better by at least one NRSRO.

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No more than 40% of the total portfolio may be invested in Banker’s Acceptances. No more than 5% of the total portfolio may be invested in any single issuer. The maximum maturity does not exceed 180 days.

6. COMMERCIAL PAPER, provided that the securities are issued by an entity that meets all of the following conditions in either paragraph (a) or (b) and other requirements specified below:
a.SECURITIES issued by corporations:
(i) A corporation organized and operating in the United States with assets more than $500 million.
(ii) The securities are rated “A-1” or its equivalent or better by at least one NRSRO.
(iii) If the issuer has other debt obligations, they must be rated in a rating category of “A” or its equivalent or better by at least one NRSRO. b.SECURITIES issued by other entities:
(i) The issuer is organized within the United States as a special purpose corporation, trust, or limited liability company.
(ii) The securities must have program-wide credit enhancements including, but not limited to, overcollateralization, letters of credit, or a surety bond. (iii)The securities are rated “A-1” or its equivalent or better by at least one NRSRO.
No more than 25% of the City’s investment assets under management may be invested in Commercial Paper. Under a provision sunsetting on January 1, 2031, no more than 40% of the total portfolio may be invested in Commercial Paper if the City’s investment assets under management are greater than $100,000,000. No more than 5% of the total portfolio may be invested in any single issuer. The maximum maturity does not exceed 397 days.

7. NEGOTIABLE CERTIFICATES OF DEPOSIT (NCDS), issued by a nationally or state- chartered bank, a savings association or a federal association, a state or federal credit union, or by a federally licensed or state-licensed branch of a foreign bank, provided that:
The amount of the NCD insured up to the FDIC limit does not require any credit ratings.
Any amount above the FDIC insured limit must be issued by institutions which have short-term debt obligations rated “A-1” or its equivalent or better by at least one NRSRO; or long-term obligations rated in a rating category of “A” or its equivalent or better by at least one NRSRO.
No more than 30% of the total portfolio may be invested in NCDs. No more than 5% of the total portfolio may be invested in any single issuer. The maximum maturity does not exceed five (5) years.

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8. FEDERALLY INSURED TIME DEPOSITS (Non-Negotiable Certificates of Deposit) in state or federally chartered banks, savings and loans, or credit unions, provided that:
The amount per institution is limited to the maximum covered under federal insurance.
No more than 20% of the total portfolio will be invested in a combination of federally insured and collateralized time deposits.
The maximum maturity does not exceed five (5) years.

9. COLLATERALIZED TIME DEPOSITS (Non-Negotiable Certificates of Deposit) in state or federally chartered banks, savings and loans, or credit unions in excess of insured amounts which are fully collateralized with securities in accordance with California law, provided that:
No more than 20% of the total portfolio will be invested in a combination of federally insured and collateralized time deposits.
The maximum maturity does not exceed five (5) years.

10. PLACEMENT SERVICE DEPOSITS, provided that:
No more than 30% of the total portfolio may be invested in a combination of qualifying place service deposits, including CDARS.
The full amount of each deposit along with accrued interest must at all times be insured by the Federal Deposit Insurance Corporation (FDIC) or the National Credit Union Administration (NCUA).
Under a provision sunsetting on January 1, 2031, no more than 50% of the total portfolio may be invested in placement service deposits if the Agency is a city, district or local agency that does not pool money with other local agencies. The maximum maturity does not exceed five (5) years.

11. COLLATERALIZED BANK DEPOSITS. City’s deposits with financial institutions will be collateralized with pledged securities per California Government Code, Section 53651.

There are no limits on the dollar amount or percentage that the City may invest in collateralized bank deposits.

12. REPURCHASE AGREEMENTS collateralized with securities authorized under California Government Code, maintained at a level of at least 102% of the market value of the Repurchase Agreement. There are no limits on the dollar amount or percentage that the City may invest, provided that:
Securities used as collateral for Repurchase Agreements will be delivered to an acceptable third party custodian.
Repurchase Agreements are subject to a Master Repurchase Agreement between the City and the provider of the repurchase agreement. The Master Repurchase Agreement will be substantially in the form developed by the Securities Industry and Financial Markets Association (SIFMA).

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The maximum maturity does not exceed one (1) year.

13. STATE OF CALIFORNIA LOCAL AGENCY INVESTMENT FUND (LAIF), provided that:
The City may invest up to the maximum amount permitted by LAIF. LAIF’s investments in instruments prohibited by or not specified in the City’s policy do not exclude the investment in LAIF itself from the City’s list of allowable investments, provided LAIF’s reports allow the City Treasurer to adequately judge the risk inherent in LAIF’s portfolio.

14. LOCAL GOVERNMENT INVESTMENT POOLS
Other LGIPs permitted by the City of Compton.
There is no issuer limitation for Local Government Investment Pools.

15. CORPORATE MEDIUM TERM NOTES (MTNS), provided that:
The issuer is a corporation organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States.
The securities are rated in a rating category of “A” or its equivalent or better by at least one NRSRO.
No more than 30% of the total portfolio may be invested in MTNs. No more than 5% of the total portfolio may be invested in any single issuer. The maximum maturity does not exceed five (5) years.

16. ASSET-BACKED, MORTGAGE-BACKED, MORTGAGE PASS-THROUGH SECURITIES,

AND COLLATERALIZED MORTGAGE OBLIGATIONS FROM ISSUERS NOT DEFINED IN SECTIONS 3 AND 4 OF THE AUTHORIZED INVESTMENTS SECTION OF THIS POLICY, provided that:
The securities are rated in a rating category of “AA” or its equivalent or better by a NRSRO.
No more than 20% of the total portfolio may be invested in these securities. No more than 5% of the total portfolio may be invested in any single Asset-Backed or Commercial Mortgage security issuer.
The maximum maturity does not exceed five (5) years.

17. MUTUAL FUNDS AND MONEY MARKET MUTUAL FUNDS that are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, provided that:
a.MUTUAL FUNDS that invest in the securities and obligations as authorized under California Government Code, Section 53601 (a) to (k) and (m) to (q) inclusive and that meet either of the following criteria:

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(i) Attained the highest ranking or the highest letter and numerical rating provided by not less than two (2) NRSROs; or
(ii) Have retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience investing in the securities and obligations authorized by California Government Code, Section 53601 and with assets under management in excess of $500 million.
No more than 10% of the total portfolio may be invested in shares of any one mutual fund.
b.MONEY MARKET MUTUAL FUNDS registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and issued by diversified management companies and meet either of the following criteria:
(i) Have attained the highest ranking or the highest letter and numerical rating provided by not less than two (2) NRSROs; or
(ii) Have retained an investment adviser registered or exempt from registration with the Securities and Exchange Commission with not less than five years’ experience managing money market mutual funds with assets under management in excess of $500 million.
No more than 20% of the total portfolio may be invested in the shares of any one Money Market Mutual Fund.
c. No more than 20% of the total portfolio may be invested in these securities.

18. SUPRANATIONALS, provided that:
Issues are US dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank.
The securities are rated in a rating category of “AA” or its equivalent or better by a NRSRO.
No more than 30% of the total portfolio may be invested in these securities. No more than 10% of the total portfolio may be invested in any single issuer. The maximum maturity does not exceed five (5) years.

19. JOINT POWERS AUTHORITY (JPA) POOLS, provided that:
The JPA is organized pursuant to California Government Code Section 6509.7 and invests in the securities and obligations authorized in subdivisions (a) to (r), inclusive.
Each share shall represent an equal proportional interest in the underlying pool of securities owned by the JPA.

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The JPA has retained an investment advisor who is registered with the SEC (or exempt from registration), has assets under management in excess of $500 million, and has at least five years’ experience investing in instruments authorized by Section 53601, subdivisions (a) to (q).

X. PROHIBITED INVESTMENT VEHICLES AND PRACTICES
State law notwithstanding, any investments not specifically described herein are prohibited, including, but not limited to futures and options. In accordance with Government Code, Section 53601.6, investment in inverse floaters, range notes, or mortgage derived interest-only strips is prohibited. Investment in any security that could result in a zero-interest accrual if held to maturity is prohibited. Under a provision sunsetting on January 1, 2031, securities backed by the U.S. Government that could result in a zero- or negative-interest accrual if held to maturity are permitted.
Trading securities for the sole purpose of speculating on the future direction of interest rates is prohibited.
Purchasing or selling securities on margin is prohibited. The use of reverse repurchase agreements, securities lending or any other form of borrowing or leverage is prohibited.
The purchase of foreign currency denominated securities is prohibited. The purchase of a security with a forward settlement date exceeding 45 days from the time of the investment is prohibited.

XI. INVESTMENT POOLS/MUTUAL FUNDS
The City shall conduct a thorough investigation of any pool or mutual fund prior to making an investment, and on a continual basis thereafter. Annually, the City Treasurer shall seek responses to the following questions from any investment pool or mutual fund in which the City invests:
A description of eligible investment securities, and a written statement of investment policy and objectives.
A description of interest calculations and how it is distributed, and how gains and losses are treated.
A description of how the securities are safeguarded (including the settlement processes), and how often the securities are priced and the program audited. A description of who may invest in the program, how often, what size deposit and withdrawal are allowed.
A schedule for receiving statements and portfolio listings. Are reserves, retained earnings, etc. utilized by the pool/fund? A fee schedule, and when and how it is assessed.
Is the pool/fund eligible for bond proceeds and/or will it accept such proceeds? City of Compton
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XII. COLLATERALIZATION
CERTIFICATES OF DEPOSIT (CDS). The City shall require any commercial bank or savings and loan association to deposit eligible securities with an agency of a depository approved by the State Banking Department to secure any uninsured portion of a Non-Negotiable Certificate of Deposit. The value of eligible securities as defined pursuant to California Government Code, Section 53651, pledged against a Certificate of Deposit shall be equal to 150% of the face value of the CD if the securities are classified as mortgages and 110% of the face value of the CD for all other classes of security.

COLLATERALIZATION OF BANK DEPOSITS. This is the process by which a bank or financial institution pledges securities, or other deposits for the purpose of securing repayment of deposited funds. The City shall require any bank or financial institution to comply with the collateralization criteria defined in California Government Code, Section 53651.

REPURCHASE AGREEMENTS. The City requires that Repurchase Agreements be collateralized only by securities authorized in accordance with California Government Code:
The securities which collateralize the repurchase agreement shall be priced at Market Value, including any Accrued Interest plus a margin. The Market Value of the securities that underlie a repurchase agreement shall be valued at 102% or greater of the funds borrowed against those securities. Securities used as collateral for Repurchase Agreements will be delivered to an acceptable third-party custodian.
Financial institutions shall mark the value of the collateral to market at least monthly and increase or decrease the collateral to satisfy the ratio requirement described above.
The City shall receive monthly statements of collateral.

XIII. DELIVERY, SAFEKEEPING AND CUSTODY
DELIVERY-VERSUS-PAYMENT (DVP). All investment transactions shall be conducted on a delivery-versus-payment basis.

SAFEKEEPING AND CUSTODY. To protect against potential losses due to failure of individual securities dealers, and to enhance access to securities, interest payments and maturity proceeds, all cash and securities in the City’s portfolio shall be held in safekeeping in the City’s name by a third-party custodian, acting as agent for the City under the terms of a custody agreement executed by the bank and the City. All investment transactions will require a safekeeping receipt or acknowledgment generated from the trade. A monthly report will be received by the City from the custodian listing all securities held in safekeeping with current market data and other information.

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The only exceptions to the foregoing shall be depository accounts and securities purchases made with: (i) local government investment pools; (ii) time certificates of deposit, and, (iii) mutual funds and money market mutual funds, since these securities are not deliverable.

XIV. MAXIMUM MATURITY
To the extent possible, investments shall be matched with anticipated cash flow requirements and known future liabilities.

The City will not invest in securities maturing more than five (5) years from the date of trade settlement, unless the City Council has by resolution granted authority to make such an investment.

XV. RISK MANAGEMENT AND DIVERSIFICATION

MITIGATING CREDIT RISK IN THE PORTFOLIO
Credit risk is the risk that a security or a portfolio will lose some or all its value due to a real or perceived change in the ability of the issuer to repay its debt. The City will mitigate credit risk by adopting the following strategies:
The diversification requirements included in the “Authorized Investments” section of this policy are designed to mitigate credit risk in the portfolio. No more than 5% of the total portfolio may be deposited with or invested in securities issued by any single issuer, with the exception of US Treasuries, Agencies, Supranationals, mutual funds, money market mutual funds, LGIPs, and JPAs, or unless otherwise specified in this policy.
The City may elect to sell a security prior to its maturity and record a capital gain or loss in order to manage the quality, liquidity or yield of the portfolio in response to market conditions or the City’s risk preferences.
If a security owned by the City is downgraded to a level below the requirements of this policy, making the security ineligible for additional purchases, the following steps will be taken:
Any actions taken related to the downgrade by the investment manager will be communicated to the City Treasurer in a timely manner.
If a decision is made to retain the security, the credit situation will be monitored and reported to the City Council.

MITIGATING MARKET RISK IN THE PORTFOLIO
Market risk is the risk that the portfolio value will fluctuate due to changes in the general level of interest rates. The City recognizes that, over time, longer-term portfolios have the potential to achieve higher returns. On the other hand, longer-term portfolios have higher City of Compton
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volatility of return. The City will mitigate market risk by providing adequate liquidity for short-term cash needs, and by making longer-term investments only with funds that are not needed for current cash flow purposes.

The City further recognizes that certain types of securities, including variable rate securities, securities with principal paydowns prior to maturity, and securities with embedded options, will affect the market risk profile of the portfolio differently in different interest rate environments. The City, therefore, adopts the following strategies to control and mitigate its exposure to market risk:
The City will maintain a minimum of six months of budgeted operating expenditures in short-term investments to provide sufficient liquidity for expected disbursements. The maximum stated final maturity of individual securities in the portfolio will be five (5) years, except as otherwise stated in this policy.
The duration of the portfolio will generally be approximately equal to the duration (typically, plus or minus 20%) of a Market Benchmark, an index selected by the City based on the City’s investment objectives, constraints and risk tolerances.

XVI. REVIEW OF INVESTMENT PORTFOLIO
The City Treasurer shall periodically, but no less than quarterly, review the portfolio to identify investments that do not comply with this investment policy and establish protocols for reporting major and critical incidences of noncompliance to the City Council.

XVII. PERFORMANCE EVALUATION
The investment portfolio shall be designed to attain a market-average rate of return throughout budgetary and economic cycles, taking into account the City’s risk constraints, the cash flow characteristics of the portfolio, and state and local laws, ordinances or resolutions that restrict investments.

The City Treasurer shall monitor and evaluate the portfolio’s performance relative to the chosen market benchmark(s), which will be included in the City Treasurer’s quarterly report. The City Treasurer shall select an appropriate, readily available index to use as a market benchmark. Benchmarks may change over time based on changes in market conditions or cash flow requirements.

XVIII. REPORTING

MONTHLY REPORTS
Monthly transaction reports will be submitted by the City Treasurer to the City Council in accordance with California Government Code Section 53607.

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QUARTERLY REPORTS
The City Treasurer will submit a quarterly investment report to the City Council which provides full disclosure of the City’s investment activities within 45 days after the end of the quarter. These reports will disclose, at a minimum, the following information about the City’s portfolio:

1. An asset listing showing par value, cost and independent third-party fair market value of each security as of the date of the report, the source of the valuation, type of investment, issuer, maturity date and interest rate.

2. Transactions for the period.

3. A description of the funds, investments and programs (including lending programs) managed by contracted parties (i.e. LAIF; investment pools, outside money managers and securities lending agents)

4. A one-page summary report that shows:
a. Average maturity of the portfolio and modified duration of the portfolio; b. Maturity distribution of the portfolio;
c. Percentage of the portfolio represented by each investment category; d. Average portfolio credit quality; and,
e. Time-weighted total rate of return for the portfolio for the prior one month, three months, twelve months and since inception compared to the City’s market benchmark returns for the same periods;

5. A statement of compliance with investment policy, including a schedule of any transactions or holdings which do not comply with this policy or with the California Government Code, including a justification for their presence in the portfolio and a timetable for resolution.

6. A statement that the City has adequate funds to meet its cash flow requirements for the next six months.

ANNUAL REPORTS
A comprehensive annual report will be presented to the City Council. This report will include comparisons of the City’s return to the market benchmark return, suggest policies and improvements that might enhance the investment program, and will include an investment plan for the coming year.

XIX. REVIEW OF INVESTMENT POLICY
The investment policy will be reviewed and adopted at least annually within 120 days of the end of the fiscal year, to ensure its consistency with the overall objectives of preservation of principal, liquidity and return, and its relevance to current law and financial and economic trends.

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Any recommended modifications or amendments shall be presented by Staff to the City Council for their consideration and adoption.

GLOSSARY OF INVESTMENT TERMS
AGENCIES. Shorthand market terminology for any obligation issued by a government-sponsored entity (GSE), or a federally related institution. Most obligations of GSEs are not guaranteed by the full faith and credit of the US government. Examples are:

FFCB. The Federal Farm Credit Bank System provides credit and liquidity in the agricultural industry. FFCB issues discount notes and bonds.

FHLB. The Federal Home Loan Bank provides credit and liquidity in the housing market. FHLB issues discount notes and bonds.

FHLMC. Like FHLB, the Federal Home Loan Mortgage Corporation provides credit and liquidity in the housing market. FHLMC, also called “Freddie Mac” issues discount notes, bonds and mortgage pass-through securities.

FNMA. Like FHLB and FreddieMac, the Federal National Mortgage Association was established to provide credit and liquidity in the housing market. FNMA, also known as “Fannie Mae,” issues discount notes, bonds and mortgage pass-through securities.

GNMA. The Government National Mortgage Association, known as “Ginnie Mae,” issues mortgage pass-through securities, which are guaranteed by the full faith and credit of the US Government.

PEFCO. The Private Export Funding Corporation assists exporters. Obligations of PEFCO are not guaranteed by the full faith and credit of the US government.

TVA. The Tennessee Valley Authority provides flood control and power and promotes development in portions of the Tennessee, Ohio, and Mississippi River valleys. TVA currently issues discount notes and bonds.

ASSET BACKED SECURITIES. Securities supported by pools of installment loans or leases or by pools of revolving lines of credit.

AVERAGE LIFE. In mortgage-related investments, including CMOs, the average time to expected receipt of principal payments, weighted by the amount of principal expected.

BANKER’S ACCEPTANCE. A money market instrument created to facilitate international trade transactions.

It is highly liquid and safe because the risk of the trade transaction is transferred to the bank which “accepts” the obligation to pay the investor.

BENCHMARK. A comparison security or portfolio. A performance benchmark is a partial market index, which reflects the mix of securities allowed under a specific investment policy.

BROKER. A broker brings buyers and sellers together for a transaction for which the broker receives a commission. A broker does not sell securities from their own position.

CALLABLE. A callable security gives the issuer the option to call it from the investor prior to its maturity.

The main cause of a call is a decline in interest rates. If interest rates decline, the issuer will likely call its current securities and reissue them at a lower rate of interest.

CERTIFICATE OF DEPOSIT (CD). A time deposit with a specific maturity evidenced by a certificate.

COLLATERAL. Securities or cash pledged by a borrower to secure repayment of a loan or repurchase agreement. Also, securities pledged by a financial institution to secure deposits of public monies.

COLLATERALIZED BANK DEPOSIT. A bank deposit that is collateralized at least 100% (principal plus interest to maturity). The deposit is collateralized using assets set aside by the issuer such as Treasury securities or other qualified collateral to secure the deposit in excess of the limit covered by the Federal Deposit Insurance Corporation.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMO). Classes of bonds that redistribute the cash flows of mortgage securities (and whole loans) to create securities that have different levels of prepayment risk, as compared to the underlying mortgage securities.

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COLLATERALIZED TIME DEPOSIT. Time deposits that are collateralized at least 100% (principal plus interest to maturity). These instruments are collateralized using assets set aside by the issuer such as Treasury securities or other qualified collateral to secure the deposit in excess of the limit covered by the Federal Deposit Insurance Corporation.

COMMERCIAL PAPER. The short-term unsecured debt of corporations.

COUPON. The rate of return at which interest is paid on a bond.

CREDIT RISK. The risk that principal and/or interest on an investment will not be paid in a timely manner due to changes in the condition of the issuer.

DEALER. A dealer acts as a principal in security transactions, selling securities from and buying securities for their own position.

DELIVERY VS. PAYMENT (DVP). A securities industry procedure whereby payment for a security must be made at the time the security is delivered to the purchaser’s agent.

DISCOUNT. The difference between the par value of a bond and the cost of the bond, when the cost is below par. Some short-term securities, such as T-bills and banker’s acceptances, are known as discount securities. They sell at a discount from par and return the par value to the investor at maturity without additional interest. Other securities, which have fixed coupons, trade at a discount when the coupon rate is lower than the current market rate for securities of that maturity and/or quality.

DIVERSIFICATION. Dividing investment funds among a variety of investments to avoid excessive exposure to any one source of risk.

DURATION. The weighted average time to maturity of a bond where the weights are the present values of the future cash flows. Duration measures the price sensitivity of a security to changes interest rates.

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC). The Federal Deposit Insurance Corporation (FDIC) is an independent federal agency insuring deposits in U.S. banks and thrifts in the event of bank failures. The FDIC was created in 1933 to maintain public confidence and encourage stability in the financial system through the promotion of sound banking practices.

FEDERALLY INSURED TIME DEPOSIT. A time deposit is an interest-bearing bank deposit account that has a specified date of maturity, such as a certificate of deposit (CD). These deposits are limited to funds insured in accordance with FDIC insurance deposit limits.

FIDUCIARY. A person or organization that acts on behalf of another person(s) or organization that puts their clients’ interest ahead of their own as they are bound both legally and ethically to act in the best interests of their clients.

LEVERAGE. Borrowing funds in order to invest in securities that have the potential to pay earnings at a rate higher than the cost of borrowing.

LIQUIDITY. The speed and ease with which an asset can be converted to cash.

LOCAL AGENCY INVESTMENT FUND (LAIF). A voluntary investment fund open to government entities and certain non-profit organizations in California that is managed by the State Treasurer’s Office.

LOCAL GOVERNMENT INVESTMENT POOL. Investment pools that range from the State Treasurer’s Office Local Agency Investment Fund (LAIF) to county pools, to Joint Powers Authorities (JPAs). These funds are not subject to the same SEC rules applicable to money market mutual funds.

MAKE WHOLE CALL. A type of call provision on a bond that allows the issuer to pay off the remaining debt early. Unlike a call option, with a make whole call provision, the issuer makes a lump sum payment that equals the net present value (NPV) of future coupon payments that will not be paid because of the call. With this type of call, an investor is compensated, or "made whole." MARGIN. The difference between the market value of a security and the loan a broker makes using that security as collateral.

MARKET RISK. The risk that the value of securities will fluctuate with changes in overall market conditions or interest rates.

MARKET VALUE. The price at which a security can be traded.

MATURITY. The final date upon which the principal of a security becomes due and payable. The investment’s term or remaining maturity is measured from the settlement date to final maturity.

MEDIUM TERM NOTES. Unsecured, investment-grade senior debt securities of major corporations which are sold in relatively small amounts on either a continuous or an intermittent basis. MTNs are highly City of Compton
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flexible debt instruments that can be structured to respond to market opportunities or to investor preferences.

MODIFIED DURATION. The percent change in price for a 100-basis point change in yields. Modified duration is the best single measure of a portfolio’s or security’s exposure to market risk.

MONEY MARKET. The market in which short-term debt instruments (T-bills, discount notes, commercial paper, and banker’s acceptances) are issued and traded.

MONEY MARKET MUTUAL FUND. A mutual fund that invests exclusively in short-term securities.

Examples of investments in money market funds are certificates of deposit and U.S. Treasury securities. Money market funds attempt to keep their net asset values at $1 per share.

MORTGAGE PASS-THROUGH SECURITIES. A securitized participation in the interest and principal cash flows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security.

MUNICIPAL SECURITIES. Securities issued by state and local agencies to finance capital and operating expenses.

MUTUAL FUND. An entity which pools the funds of investors and invests those funds in a set of securities which is specifically defined in the fund’s prospectus. Mutual funds can be invested in various types of domestic and/or international stocks, bonds, and money market instruments, as set forth in the individual fund’s prospectus. For most large, institutional investors, the costs associated with investing in mutual funds are higher than the investor can obtain through an individually managed portfolio.

NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION (NRSRO). A credit rating agency that the Securities and Exchange Commission in the United States uses for regulatory purposes.

Credit rating agencies provide assessments of an investment's risk. The issuers of investments, especially debt securities, pay credit rating agencies to provide them with ratings. The three most prominent NRSROs are Fitch, S&P, and Moody's.

NEGOTIABLE CERTIFICATE OF DEPOSIT (CD). A short-term debt instrument that pays interest and is issued by a bank, savings or federal association, state or federal credit union, or state-licensed branch of a foreign bank. Negotiable CDs are traded in a secondary market.

PAYDOWN. A reduction in the principal amount owed on a bond, loan, or other debt.

PLACEMENT SERVICE DEPOSITS. A private service that allows local agencies to invest in FDIC-insured deposits with one or more banks, savings and loans, and credit unions located in the United States.

IntraFi (formerly known as CDARS) is an example of an entity that provides this service.

PRIMARY DEALER. A financial institution (1) that is a trading counterparty with the Federal Reserve in its execution of market operations to carry out U.S. monetary policy, and (2) that participates for statistical reporting purposes in compiling data on activity in the U.S. Government securities market.

PRUDENT INVESTOR (PRUDENT PERSON) RULE. A standard of responsibility which applies to fiduciaries.

In California, the rule is stated as “Investments shall be managed with the care, skill, prudence and diligence, under the circumstances then prevailing, that a prudent person, acting in a like capacity and familiar with such matters, would use in the conduct of an enterprise of like character and with like aims to accomplish similar purposes.”
REPURCHASE AGREEMENT. Short-term purchases of securities with a simultaneous agreement to sell the securities back at a higher price. From the seller’s point of view, the same transaction is a reverse repurchase agreement.

SAFEKEEPING. A service to bank customers whereby securities are held by the bank in the customer’s name.

SECURITIES AND EXCHANGE COMMISSION (SEC). The U.S. Securities and Exchange Commission (SEC) is an independent federal government agency responsible for protecting investors, maintaining fair and orderly functioning of securities markets and facilitating capital formation. It was created by Congress in 1934 as the first federal regulator of securities markets. The SEC promotes full public disclosure, protects investors against fraudulent and manipulative practices in the market, and monitors corporate takeover actions in the United States.

City of Compton
2026-2027 Investment Policy
20 of 21
SECURITIES AND EXCHANGE COMMISSION SEC) RULE 15C3-1. An SEC rule setting capital requirements for brokers and dealers. Under Rule 15c3-1, a broker or dealer must have sufficient liquidity in order to cover the most pressing obligations. This is defined as having a certain amount of liquidity as a percentage of the broker/dealer's total obligations. If the percentage falls below a certain point, the broker or dealer may not be allowed to take on new clients and may have restrictions placed on dealings with current client.

STRUCTURED NOTE. A complex, fixed income instrument, which pays interest, based on a formula tied to other interest rates, commodities or indices. Examples include inverse floating rate notes which have coupons that increase when other interest rates are falling, and which fall when other interest rates are rising, and "dual index floaters," which pay interest based on the relationship between two other interest rates - for example, the yield on the ten-year Treasury note minus the Libor rate.

Issuers of such notes lock in a reduced cost of borrowing by purchasing interest rate swap agreements.

SUPRANATIONAL. A Supranational is a multi-national organization whereby member states transcend national boundaries or interests to share in the decision making to promote economic development in the member countries.

TOTAL RATE OF RETURN. A measure of a portfolio’s performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending value; it includes interest earnings, realized and unrealized gains, and losses in the portfolio.

U.S. TREASURY OBLIGATIONS. Securities issued by the U.S. Treasury and backed by the full faith and credit of the United States. Treasuries are considered to have no credit risk and are the benchmark for interest rates on all other securities in the US and overseas. The Treasury issues both discounted securities and fixed coupon notes and bonds.

TREASURY BILLS. All securities issued with initial maturities of one year or less are issued as discounted instruments and are called Treasury bills. The Treasury currently issues three- and six-month T-bills at regular weekly auctions. It also issues “cash management” bills as needed to smooth out cash flows.

TREASURY NOTES. All securities issued with initial maturities of two to ten years are called Treasury notes and pay interest semi-annually.

TREASURY BONDS. All securities issued with initial maturities greater than ten years are called Treasury bonds. Like Treasury notes, they pay interest semi-annually.

YIELD TO MATURITY. The annualized internal rate of return on an investment which equates the expected cash flows from the investment to its cost.

SEPTEMBER 15, 2026
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY MANAGER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO ENTER INTO A MULTI-YEAR

PROFESSIONAL SERVICES AGREEMENT WITH GOVWELL
TECHNOLOGIES, INC. FOR THE PROVISION OF INTEGRATED

PERMITTING, PLANNING, CODE ENFORCEMENT, AND BUSINESS

LICENSING SOFTWARE AND RELATED IMPLEMENTATION

SERVICES IN AN AMOUNT NOT TO EXCEED THREE HUNDRED
EIGHTY-ONE THOUSAND NINE HUNDRED DOLLARS ($381,900.00),

AND AUTHORIZING THE ISSUANCE OF PURCHASE ORDERS

CONSISTENT WITH THE AGREEMENT IN THE AMOUNTS OF
$165,900.00 FOR FISCAL YEAR 2026–2027, $108,000.00 FOR FISCAL YEAR 2027–2028, AND $108,000.00 FOR FISCAL YEAR 2028–2029, SUBJECT TO ANNUAL CITY COUNCIL BUDGET APPROPRIATIONS.

SUMMARY
Adoption of this resolution will authorize the City Manager to enter into a multi-year Professional Services Agreement with GovWell Technologies, Inc. (“GovWell”) for provision of an integrated, cloud-based software platform to support the Development service departments, which include: Planning, Building and Safety, Public Works, Fire Permits, Business Licensing, and Code Enforcement. The agreement includes software subscriptions, deployment services, data migration, staff training, and ongoing technical support.

The agreement has an initial term of three (3) years. Any renewal beyond the initial term shall be subject to the terms of the Professional Services Agreement and annual City Council budget appropriations. The first-year cost of the agreement is $165,900.00, which includes one-time deployment services, data migration, software subscriptions, staff training, and implementation services. Funding for the first year is available in the current fiscal year budget. Annual software subscription costs of $108,000.00 for Years 2 and 3 shall be subject to City Council budget appropriations and issuance of future purchase orders.

BACKGROUND
The City of Compton currently utilizes the OnLine Solutions (“Citizen Serve”) platform to support permitting, inspections, planning, business licensing, and code enforcement activities across multiple departments. The system has served as a centralized tool for managing regulatory processes and public-facing applications. As departmental

18.18.18.18.18. Staff Report – Resolution Authorizing Contract GovWell Technologies, Inc. Software
September 15, 2026, Page 2 of 4
operations, service expectations, and technology standards have evolved, the City has evaluated opportunities to modernize its software environment to improve workflow efficiency, system functionality, and user experience. GovWell Technologies, Inc. provides a cloud-based municipal software platform that supports integrated permitting, licensing, and regulatory management functions aligned with the City’s current and future operational needs.

STATEMENT OF ISSUE
The City’s existing permitting and regulatory software program, OnLine Solutions (“CitizenServe”), no longer fully supports the City’s evolving operational and technological needs and is functionally obsolete. While the system has delivered functional value, departments have identified limitations affecting workflow efficiency, system flexibility, reporting capabilities, and scalability. To improve service delivery, operational efficiency, and alignment with modern municipal technology practices, staff recommends adopting the GovWell Technologies, Inc. platform. Transitioning to a modernized system will improve departmental functionality, enhance user experience, and provide greater long-term adaptability for the City’s permitting processes.

SOLICITATION PROCESS
In accordance with the City of Compton’s purchasing policies, staff conducted an informal solicitation process by obtaining written quotes from three (3) qualified municipal software vendors for integrated permitting, planning, code enforcement, and business licensing software. The purpose of the solicitation was to evaluate each vendor’s functionality, implementation services, and overall cost in relation to the City’s operational needs.

The vendor quotes received are summarized below:

Contractor Vendor Quote
Accela, Inc $640,000.00
Citizen Serve $94,500.00
GovWell Technologies, Inc $381,900.00
After review and evaluation of the proposals received, staff determined that GovWell Technologies, Inc. provided the most responsive and cost-effective solution to meet the City’s current and future operational needs. Staff therefore recommends entering into the proposed Professional Services Agreement.

FISCAL IMPACT
The cost structure associated with the Professional Services Agreement with GovWell Technologies, Inc. is as follows:

Staff Report – Resolution Authorizing Contract
GovWell Technologies, Inc. Software
September 15, 2026, Page 3 of 4
Software
Module
Description Annual
Subscription
Fee
Deployment
Services Fees
Data
Migration
Services
Data
Migration
Fees
Planning &
Zoning
Online planning & zoning
applications, workflow
management, meetings
management, and plan
review.
$20,000.00 $6,000.00 Data + Files $4,500.00
Building Safety
Permits &
Inspections
Manage building permits,
inspections, and plan review.
$48,000.00 $18,800.00 Data + Files $9,100.00
Public Works
Permits &
Inspection
Manage Public Work &
Engineering permits,
inspections, and plan
review.
$5,000.00 $1,000.00 Data Only $1,000.00
Fire Permits &
Inspections
Manage fire permits,
inspections, and plan review.
$5,000.00 $1,000.00 Data Only $1,000.00
Public Safety
& Business
Licenses
Manage business license
applications and renewals.

Online resident complaints +
code enforcement case
management.
$30,000.00 $10,000.00 Data Only $5,500.00
TOTALS $108,000.00 $36,800.00 $21,100.00
The first-year cost of $165,900.00 will be funded through the departmental accounts identified below and charged equally as follows:

Department Account Numbers Year 1 Year 2 Year 3
Planning & Zoning 1001-780-000-4222 $33,180.00 $21,600.00 $21,600.00 Building Safety Permits &
Inspections 1001-770-000-4222 $33,180.00 $21,600.00 $21,600.00 Public Works Permits &
Inspection 1001-710-000-4222 $33,180.00 $21,600.00 $21,600.00 Fire Permits & Inspections 1001-690-000-4262 $33,180.00 $21,600.00 $21,600.00 Public Safety & Business
Licenses 1001-670-000-4222 $33,180.00 $21,600.00 $21,600.00 Totals $165,900.00 $108,000.00 $108,000.00
Beginning in Fiscal Year 2027–2028, annual software subscription costs of $108,000.00 shall be subject to annual City Council budget appropriations and funded through the applicable departmental accounts identified above.

The total cost for this three-year contract will be: $381,900.00 The Community Development, Building and Safety, Public Works, Public Safety, and Fire Department generate revenue to cover the expenses associated with this contract and migration from the current software.

Staff Report – Resolution Authorizing Contract
GovWell Technologies, Inc. Software
September 15, 2026, Page 4 of 4

RECOMMENDATION
It is recommended that the attached Resolution be adopted.

CECIL FLOURNOY, DIRECTOR

COMMUNITY DEVELOPMENT DEPARTMENT
APPROVED FOR FORWARDING:

JERRY GROOMES

CITY MANAGER
RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO ENTER INTO A MULTI-YEAR

PROFESSIONAL SERVICES AGREEMENT WITH GOVWELL TECHNOLOGIES, INC. FOR THE PROVISION OF INTEGRATED PERMITTING, PLANNING, CODE

ENFORCEMENT, AND BUSINESS LICENSING SOFTWARE AND RELATED

IMPLEMENTATION SERVICES IN AN AMOUNT NOT TO EXCEED THREE

HUNDRED EIGHTY-ONE THOUSAND NINE HUNDRED DOLLARS
($381,900.00), AND AUTHORIZING THE ISSUANCE OF PURCHASE ORDERS CONSISTENT WITH THE AGREEMENT IN THE AMOUNTS OF $165,900.00 FOR FISCAL YEAR 2026–2027, $108,000.00 FOR FISCAL YEAR 2027–2028, AND $108,000.00 FOR FISCAL YEAR 2028–2029, SUBJECT TO ANNUAL CITY COUNCIL BUDGET APPROPRIATIONS.

WHEREAS, the City of Compton currently utilizes the OnLine Solutions (“CitizenServe”) platform to support permitting, inspections, planning, business licensing, and code enforcement activities across multiple departments; and

WHEREAS, the system has served as a centralized tool for managing regulatory processes and public-facing applications; and WHEREAS, the City’s existing permitting and regulatory software program is functionally obsolete and no longer supports current and evolving operational and technological demands; and
WHEREAS, departments have identified limitations affecting workflow efficiency, system flexibility, reporting capabilities, and scalability; and WHEREAS, the City has evaluated opportunities to modernize its software environment to improve workflow efficiency, system functionality, and user experience; and
WHEREAS, GovWell Technologies, Inc. provides a cloud-based municipal software platform supporting integrated permitting, licensing, inspections, and code enforcement functions aligned with the City’s operational needs; and WHEREAS, the Professional Services Agreement with GovWell Technologies, Inc. establishes an initial term of three (3) years, with any renewal beyond the initial term subject to the terms of the Professional Services Agreement and annual City Council budget appropriations, and includes software subscriptions, deployment services, data migration, staff training, and ongoing technical support; and WHEREAS, in accordance with the City of Compton’s purchasing policies, staff conducted an informal solicitation process by obtaining written quotes from three (3) qualified municipal software vendors, including Accela, Citizen Serve, and GovWell Technologies, Inc., for integrated permitting, planning, code enforcement, and business licensing software and related services; and
WHEREAS, after evaluating functionality, implementation services, and overall cost, staff determined that GovWell Technologies, Inc. submitted the most responsive and cost-effective proposal, with a total contract amount of $381,900.00, compared to Accela at $640,000.00 and Citizen Serve at $94,500.00; and Contractor Vendor Quote
Accela $640,000.00
Citizen Serve $94,500.00
GovWell Technologies, Inc $381,900.00
RESOLUTION NO.____________

Page 2 of 4 ends

WHEREAS, the cost structure associated with the Agreement is as follows:

Software
Module
Description Annual
Subscription
Fee
Deployment
Services Fees
Data
Migration
Services
Data
Migration
Fees
Planning &
Zoning
Online planning & zoning
applications, workflow
management, meetings
management, and plan
review.
$20,000.00 $6,000.00 Data + Files $4,500.00
Building Safety
Permits &
Inspections
Manage building permits,
inspections, and plan review.
$48,000.00 $18,800.00 Data + Files $9,100.00
Public Works
Permits &
Inspection
Manage Public Work &
Engineering permits,
inspections, and plan
review.
$5,000.00 $1,000.00 Data Only $1,000.00
Fire Permits &
Inspections
Manage fire permits,
inspections, and plan review.
$5,000.00 $1,000.00 Data Only $1,000.00
Public Safety
& Business
Licenses
Manage business license
applications and renewals.

Online resident complaints +
code enforcement case
management.
$30,000.00 $10,000.00 Data Only $5,500.00
TOTALS $108,000.00 $36,800.00 $21,100.00
Total First-Year Cost: $165,900.00 will be funded through the departmental accounts identified below and charged equally as follows:

Department Account Numbers Year 1 Year 2 Year 3
Planning & Zoning 1001-780-000-4222 $33,180.00 $21,600.00 $21,600.00 Building Safety Permits &
Inspections 1001-770-000-4222 $33,180.00 $21,600.00 $21,600.00 Public Works Permits &
Inspection 1001-710-000-4222 $33,180.00 $21,600.00 $21,600.00 Fire Permits & Inspections 1001-690-000-4262 $33,180.00 $21,600.00 $21,600.00 Public Safety & Business
Licenses 1001-670-000-4222 $33,180.00 $21,600.00 $21,600.00 Totals $165,900.00 $108,000.00 $108,000.00
WHEREAS, following the first year, ongoing annual subscription fees will total $108,000.00 per year, subject to City Council budget appropriations.

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

SECTION 1.That the City Manager is hereby authorized to enter into a Professional Services Agreement with GovWell Technologies, Inc. for a cloud– based municipal software platform supporting integrated permitting, licensing, inspections, and code enforcement functions aligned with the City’s operational needs.

SECTION 2.That the City Manager, or designee, is hereby authorized to issue purchase orders under the Professional Services Agreement with GovWell Technologies, Inc. in the following amounts, subject to annual City Council budget appropriations:

Fiscal Year 2026–2027: One Hundred Sixty-Five Thousand Nine Hundred Dollars ($165,900.00), allocated equally among the following departmental accounts:
Planning & Zoning – Account No. 1001-780-000-4222 in the amount of $33,180.00
Building Safety Permits & Inspections – Account No. 1001-770-000- 4222 in the amount of $33,180.00
Public Works Permits & Inspections – Account No. 1001-710-000- 4222 in the amount of $33,180.00
RESOLUTION NO.____________

Page 3 of 4 ends

Fire Permits & Inspections – Account No. 1001-690-000-4262 in the amount of $33,180.00
Public Safety & Business Licenses – Account No. 1001-670-000- 4222 in the amount of $33,180.00
Fiscal Year 2027–2028: One Hundred Eight Thousand Dollars ($108,000.00), subject to City Council budget appropriation and funded through the applicable departmental accounts identified in the approved fiscal year budget.

Fiscal Year 2028–2029: One Hundred Eight Thousand Dollars ($108,000.00), subject to City Council budget appropriation and funded through the applicable departmental accounts identified in the approved fiscal year budget.

The issuance of purchase orders for Fiscal Years 2027–2028 and 2028– 2029 shall be contingent upon annual City Council budget appropriations and shall otherwise be issued in accordance with the terms and conditions of the Professional Services Agreement.

SECTION 3. That certified copies of this resolution shall be filed in the offices of the City Controller, City Clerk, City Manager, City Attorney, and Community Development Department.

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

ADOPTED this _______________ day of ____________, 2026. _______________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
____________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: SS
I, Satra D. Zurita, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the Council signed by the Mayor, and attested by the City Clerk to the Council at the regular meeting thereof held on the ________ day of ____________________, 2026.

RESOLUTION NO.____________

Page 4 of 4 ends

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

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
____________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON
ACTIVE/204102826.2

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

CITY OF COMPTON
AND
GovWell Technologies, Inc.

This AGREEMENT is entered by and between the CITY OF COMPTON , a municipal corporation of the State of California (hereinafter referred to as “City”) located at 205 South Willowbrook Avenue, Compton, California 90220, and GovWell Technologies, Inc. (hereinafter referred to as “Consultant”), located at 228 Park Ave S PMB 368134 New York, NY 10003.

RECITALS:

WHEREAS, the City has determined that it will be prudent to engage the services of a professional and experienced Consultant to provide the software and services described on Exhibit A (collectively, the “GovWell Solution”); and

WHEREAS, Consultant warrants that it is specifically trained, experienced, competent, and has the resources to provide the GovWell Solution; and

WHEREAS, Consultant is willing to provide the GovWell Solution subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, Consultant and City, for the consideration, terms and conditions herein described, mutually agree as follows:

AGREEMENT:

1. SCOPE OF SERVICES TO BE RENDERED BY CONSULTANT

It is the mutual understanding of the parties that the Consultant shall provide the GovWell Solution. The GovWell Solution shall be as described on Exhibit A.

Consultant acknowledges that in entering into this Agreement , the City is relying on the Consultant's special skills and experience to do and perform the services in accordance with best standards of professional practice. While performing the services, Consultant agrees to perform all the said work and furnish all the necessary materials at its own cost and expense necessary to complete said services in a manner consistent with th e degree of care and skill ordinarily exercised by members of the same profession which are currently practicing under similar circumstances, and to the reasonable satisfaction of the City.

Consultant services hereunder shall be performed in good, workmanlike and professional manner. Consultant shall be responsible for correcting and completing all errors and omissions related to the services provided by the Consultant for this Agreement at no additio nal cost to the City. “Errors” and “Omissions” for purposes of this paragraph are defined to mean a failure by the Consultant to meet the standards of its profession as set forth in the preceding paragraph.

The acceptance of the services by City does not release Consultant from these obligations.

Professional Services Agreement – GovWell Technologies Inc.

ACTIVE/204102826.2 2
Consultant will be responsible for employing or engaging all persons necessary to perform the services. All of Consultant's staff will be qualified by training and experience to perform their assigned tasks. Consultant will give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and subcontractors, if any, and will keep the services under its control. On demand of the City, if any employee or subcontractor of Consultant fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she will be discharged immediately from the services.

Consultant shall perform all data migration, data conversion, configuration, and implementation services in a professional and workmanlike manner consistent with industry standards. Consultant shall be responsible for correcting, at no additional cost to t he City, any errors, omissions, or deficiencies resulting from Consultant's data migration, mapping, import, conversion, configuration, or implementation activities. Nothing contained in Exhibit A, the Order Form, Scope of Work, or Terms of Service shall relieve Consultant of responsibility for correcting errors caused by Consultant's performance of such services.

A dedicated Deployment Strategist from GovWell who will be assigned upon the Effective Date of this Agreement will serve as the Project Manager and shall be primarily responsible for representing the Consultant in the performance of this Agreement.

2. Duration of Contract. Consultant agrees to commence the services provided for herein upon written Notification to Proceed from the City and to continue in a diligent and professional manne r until the project is complete, or upon exhaustion of authorized funding, whichever occurs first, unless this Agreement is terminated as provided herein. The parties agree to the term of the agreement set forth on Exhibit A.

Consultant will generally adhere to the schedule set forth on Exhibit A provided that City will grant reasonable extensions of time for the performance of the services occasioned by unusually lengthy governmental reviews of Consultant’s work product or other unavoidable delays occasioned by unforeseen circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant’s officers or employees.

Consultant acknowledges the importance of the City’s project schedule and agrees to put forth its best professional efforts to perform the services in a manner consistent with that schedule.

City understands, however, that Consultant’s performance must be governed by sound practices.

Consultant will work such overtime or engage such personnel and equipment as necessary to maintain the schedule, without additional compensation.

Notwithstanding any provision contained in Exhibit A, the Order Form, Scope of Work, Terms of Service, or any other document incorporated by reference, any renewal, extension, or continuation of this Agreement beyond the initial three (3) year term shall b e subject to City Council approval and the appropriation of funds by the City. Nothing contained herein shall obligate the City to renew this Agreement beyond the initial term.

3. Compensation. The method and timing of payment for these services will be as set forth on Exhibit A . The total price paid to the Consultant will include compensation for all work, including travel, materials, supplies, vendor services, expenses and subcontracted work. No additional compensation will be paid to the Consultant, unless there is a change in the scope of Professional Services Agreement – GovWell Technologies Inc.

ACTIVE/204102826.2 3
the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total compensation will be negotiated between the Consultant and the City. Adjustment in the total compensation will not be effective until authorized and approved in writing by the City.

If applicable, progress payments may be made in arrears based on the percentage of work and deliverables completed by the Consultant. If Consultant fails to submit the required deliverable items according to schedule or as required by the Agreement, except for those amounts that are due and not reasonably in dispute, the City shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions noted herein.

Consultant shall be reimbursed within thirty (30) days, or as promptly as fiscal procedures may permit, upon receipt by the City of itemized invoices for services completed , as set forth on Exhibit A. Invoices shall be submitted no later than 45 calendar days after the performance of work for which the Consultant is billing. Invoices shall detail the work performed on each task as applicable. Invoices shall be delivered or mailed to the City Controller ’s Department at the following address: City of Compton, 205 South Willowbrook Avenue, Compton, California 90220.

The Consultant is required to comply with all federal, state and local laws and ordinances applicable to the services provided under this Agreement.

As full and complete compensation for performance of all the services performed by the Consultant as described in Section 1 of this Agreement, City shall pay, and Consultant agrees to accept, the fees set forth on Exhibit A.

In the event of termination, the Consultant shall be entitled to compensation for the undisputed reasonable value of services performed to the effective date of termination, including any non-cancellable obligations incurred prior to termination; provided, however, that the City may condition payment of such compensation upon the Consultant’s delivery to the City of any and all City property, documents, records, materials and work product associated with the performance of this Agreement.

4. Ownership of Materials. All product produced by Consultant or its agents, employees, and subcontractors pursuant to this Agreement (the “Work Product”) is the property of City ; provided the GovWell Solution and all enhancements and improvements thereto, and worldwide intellectual property rights therein, are and will remain the exclusive property of Consultant and nothing in this agreement shall grant to City any license or right to use except as set forth in this agreement. In the event this Agreement is terminated, all Work Product produced by the Consultant or its agents, employees, and subcontractors pursuant to this Agreement , will be delivered to City pursuant to the termination clause of this Agreement. Consultant will have the right to make one (1) copy of the Work Product for Consultant’s records.

The Work Product may be used by City and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes the City may deem advisable, without further employment of or payment of any compensation to the Consultant; however, if this Agreement is terminated for any reason prior to the completion of the Project and if under such circumstances City uses, or engages the services of and directs another consultant to use, the Work Product, City agrees to hold the Consultant harmless from any and all liability, costs, and expenses relative to claims arising out of matters and/or events which occur subsequent to the termination of this Agreement as a result of causes other than the fault or negligence of the Professional Services Agreement – GovWell Technologies Inc.

ACTIVE/204102826.2 4
Consultant, or anyone for whose acts it is responsible, in preparation of the Work Product.

Consultant will not be responsible for deficiencies solely attributable to modifications of the Work Product performed by others, or that arise from use of the Documents in connection with a project or site other than that shown in the Work Product.

The parties acknowledge and agree that no Work Product is expected to be created on account of Consultant’s provision of the services under this Agreement.

5. Independent Contractor Status. Consultant, its officers, employees, subconsultants, subcontractors, agents and volunteers (collectively hereinafter the “Consultant”), will perform the services in Consultant's own way and pursuant to this Agreement as an independent contractor and in pursuit of the Consultant's independent calling, and not as an employee of City. The persons use d by the Consultant to provide the s ervices under this Agreement will not be considered employees of City for any purposes. Neither the City , nor any of its officers, employees, agents or volunteers shall have any control over the conduct of the Consultant, except as expressly set forth in this Agreement. Consultant expressly warrants that while engaged in carrying out and complying with any terms and conditions of this Agreement that Consultant shall not, at any time or in any manner, represent that Consultant is in any manner an officer, employee, agents or volunteer of the City. Consultant shall obtain no rights to retirement, health care or any other benefit that accrue to City officials, officers, or employees. Consultant expressly waives any claim to such rights.

The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which the Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not pay any workers' compensation insurance, retirement contributions or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to indemnify and pay City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Consultant or any agent, employee, or contractor of Consultant for work done under this Agreement. At the City’s election, City may deduct the amounts paid pursuant to this Section, from any balance owing to Consultant.

6. Successors, Assignment and Delegation. City and the Consultant each binds themselves, their partners, successors, assign ees and legal representatives to the other hereto and to partners, successors, assign ees and legal representatives of such other party in respect to all covenants, agreements and obligations contained in this Agreement.

The expertise and experience of Consultant are material considerations for this Agreement. Consultant shall not assign or transfer any interest in this Agreement or the performance of any of Consultant’s obligations under this Agreement without the prior written consent of the City. Any attempted assignment or transfer of any of Consultant’s rights, duties or obligations arising under this Agreement shall be null and void.

7. Nondiscriminatory Employment Practices. During the performance of this Agreement, the Consultant agrees not to discriminate against any employee or applicant for employment because of race, sex, creed, color, religion, age, sexual orientation, marital status, national origin, political affiliati on, handicap or belief in accordance with requirements of City, State or Federal laws and regulations. Consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, sex, creed, color, religion, age, sexual orientation, marital status, national origin, political affiliation, handicap or belief in accordance with requirements of City, State or Federal Professional Services Agreement – GovWell Technologies Inc.

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laws and regulations. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

The Consultant agrees to post in conspicuous places, available to employees, applicants and subcontractors for employment, notices setting forth the provisions of this non -discrimination clause.

In the event of the Consultant’s non-compliance with the non-discrimination clause of this Agreement, this Agreement may be immediately canceled, terminated or suspended in whole or in part.

8. Subcontracting. Consultant's services are unique and personal. Except as may be specified in Consultant’s Proposal and agreed to by the City, Consultant will not subcontract any portion of the services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the services, Consultant will be fully responsible to City for the acts, errors and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary in the subcontract and approved in writing by City.

9. Other Consultants. The City reserves the right to employ other consultants in connection with the services.

10. Indemnification. Consultant shall indemnify and save harmless the City, its officials, officers, employees, agents and volunteers (collectively hereinafter the “ City”), against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of the City and shall indemnify and save the City from any and all liability and expense including reimbursement of reasonable defense costs and legal fees, and claims, demands, suits, actions or proceedings of any kind or nature, including Workers’ Compensation claims, of or by anyone whomsoever to the extent resulting from or arising out of the negligent , reckless or willful misconduct for the Consultant, its officers, employees, sub consultants, subcontractors or agents in the performance of the duties undertaken by Consultant pursuant to this Agreement.

This indemnification and hold harmless obligation does not extend to claims arising out of the negligence or willful misconduct of the City.

11. Insurance. Without limiting the Consultant’s indemnification of the City , Consultant shall obtain and maintain, at its cost and expense, for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Consultant or Consultant’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. Such evidence shall specifically identify this Agreement and shall contain express conditions that the City is to be given written notice at least thirty (30) days in advance of any termination or implementation of a reduction of limits or material change of insurance coverage as specified herein. Failure on the part of the Consultant to procure or maintain insurance shall constitute a material breach upon Professional Services Agreement – GovWell Technologies Inc.

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which the City may immediately terminate this Agreement. All insurance required hereunder shall be primary with respect to any insurance maintained by the City.

Coverages and Limits . Consultant will maintain the types of coverages and minimum limits indicated below, unless the Risk Manager or City Manager, in consultation with the City Attorney approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Consultant's indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Consultant pur suant to this Agreement are adequate to protect Consultant. The coverage will contain no special limitations on the scope of its protection to the above-designated insureds except for Workers Compensation and Professional Liability (i.e. errors and omissions insurance ). Consultant will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage, as Consultant deems adequate, at Consultant's sole expense.

11.1 Commercial General Liability Insurance . $1,000,000 combined single - limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit.

11.2 Automobile Liability. $1,000,000 combined single -limit per accident for bodily injury and property damage.

11.3 Workers' Compensation and Employer's Liability . Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Consultant has no employees and provides, to City's satisfaction, a declaration stating this.

11.4 Professional Liability . Errors and omissions liability appropriate to Consultant’s profession with limits of not less than $1,000,000 per claim. The coverage shall also provide an extended two (2) year period commencing upon termination or cancellation of this Agreement.

Endorsements. For Commercial General Liability Insurance and Automobile Liability Insurance, Consultant will ensure that the policies are endorsed to name the City of Compton and its respective elected and appointed officers, officials, employees, agents and volunteers as “additional insureds” with respect to liability arising out of the activities of the Consultant. Any failure to comply with provisions of the policies shall not affect coverage provided to the City.

Prior to City's execution of this Agreement, Consultant shall furnish certificates of insurance and endorsements to City.

Waiver of Subrogation. The policies shall contain a waiver of subrogation for the benefit of City.

12. Permits and Licenses. Consultant, at its own expense, during the term of this Agreement, shall obtain and maintain all appropriate business and professional permits, licenses and certificates that may be required in connection with the performance of services by the Consultant. Upon execution of this Agreement, the Consultant shall show evidence of a business license permit in conformance with Section 9-1.2 of the Compton Municipal Code.

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13. Maintenance of Records. Consultant will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Consultant will allow a representative of the City, during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement.

Consultant will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years, or longer if required by law, from the date of final payment under this Agreement.

14. Warranties. Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant’s undertaking this relationship with City, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that Consultant has not knowingly entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.

15. Federal and State Withholding Taxes. Consultant shall be responsible for paying when due all federal and state income withholding taxes for all earning under this Agreement.

Consultant agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Consultant’s failure to comply with this provision.

16. General Compliance with Laws. Consultant will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of the services by Consultant. Consultant will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of the services with all applicable laws, ordinances and regulations.

16.1 Order of Precedence. In the event of any conflict, inconsistency, or ambiguity between this Agreement and any exhibit, attachment, Order Form, Scope of Work, Terms of Service, online terms, click -through terms, or other document incorporated by reference, the terms of this Agr eement shall govern and control. Any Terms of Service, online terms, policies, or other documents referenced in Exhibit A are incorporated solely to the extent they do not conflict with this Agreement, applicable federal, state, or local law, City ordinances, public contracting requiremen ts, or City Council -approved terms and conditions. Any modification to Consultant's Terms of Service or other incorporated documents after execution of this Agreement shall be ineffective unless expressly approved in writing by the City.

17. Termination. In the event of the Consultant's failure to prosecute, deliver, or perform the services, after giving written notice of default and two (2) days to correct the same, then, in addition to any other remedies, City may terminate this Agreement for nonperforma nce by notifying Consultant in writing. Consultant has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Consultant has performed. Based upon that finding City will determine the final payment of the Agreement. In the event City elects to terminate, City will have the right to immediate possession of all Work Product and work in progress prepared by Consultant, whether located at the project site, at Consultant's place of business, or at the offices of a subconsultant.

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The City’s obligation is payable only from funds appropriated for the purpose of this Agreement. All funds for payments after the end of the current fiscal year are subject to the City’s legislative appropriation for this purpose. In the event this Agreement extends into succeeding fiscal year periods and the City Council does not allocate sufficient funds for the next succeeding fiscal year payments, this Agreement shall terminate immedi ately upon written notice from the City.

Either Party may terminate this Agreement as set forth in Exhibit A. In this event and upon request of City, Consultant will assemble the work product without charge and put it in order for proper filing and closing and deliver it to City. Consultant will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made.

18. Covenants Against Contingent Fees . Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, ot her than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to terminate this Agreement for nonperformance, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

19. Claims And Lawsuits . By signing this Agreement, Consultant agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation.

Consultant ac knowledges that if a false claim is submitted to City by Consultant, it may be considered fraud and Consultant may be subject to criminal prosecution. Consultant acknowledges that California Government Code sections 12650 et seq., the False Claims Act, applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reck less disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Consultant acknowledges that the filing of a false claim may subject Consultant to an administrative proceeding as the result of which Consultant may be prevented to act as a Consultant on any public work or improvement for a period of up to five (5) years. Consultant acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement.

20. Certifications. The Consultant, under penalty of perjury, certifies that, except as noted below, he/she or any other person associated therewith in the capacity of owner, partner, director, officer, manager:

• is not currently under suspension, voluntary exclusion, or determination of ineligibility by any Federal, State or local agency;
• has not been suspended, voluntarily excluded or determined ineligible by any Federal, State or local agency within the past 3 years;
• has not been indicted, convicted, or had a civil judgment rendered against he/she/it by a court of competent jurisdiction in any matter involving fraud or official misconduct in Professional Services Agreement – GovWell Technologies Inc.

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connection with obtaining, attempting to obtain, or performing a public (Federal, state or local) transaction or contract under a public transaction; violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, f alsification or destruction of records, making false statements, or receiving st olen property within the past 3 years; and
• are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in the preceding paragraph; and
• have not had one or more public transactions (Federal, State or local) terminated for cause or default within the past 3 years.

If there are any exceptions to this certification, insert the exceptions in the following space.

[Supply exceptions on separate page]

For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action.

[Attach separate page]

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction. The above certificatio ns are part of this contract. Signing this agreement on the signature portion thereof shall also constitute signature of the above Certifications.

______________________________________ ___________________ Troy LeCaire, CEO (Date)

21. Jurisdiction, Venue and Governing Law. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of Los Angeles, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. This agreement will be governed by the laws of the State of California.

22. Testimony. Consultant will testify at City's request if litigation is brought against City in connection with Consultant's services under this agreement. Unless the action is brought by Consultant, or is based upon Consultant's actual or alleged negligence or other wrongdoing, City, upon prior written agreement with Consultant will compensate Consultant for time spent in preparation for testimony, testimony, and travel at Consultant's standard hourly rates at the time of actual testimony.

23. Waivers. The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any applicable law will not be deemed to be a waiver of such term, covenant, condition or law or of any subsequent breach or violation of same or of any other term, covenant, condition or law. The acceptance by either Party of any fee or other payment which may become due under this Agreement will not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or any applicable law.

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24. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions of this Agreement.

25. Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition o r covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.

26. Amendments. This Agreement may be modified or amended only be written document executed by both Consultant and City’s City Manager and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the parties to amend the terms and conditions of this Agreement.

27. Confidentiality. All documents, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of the Services pursuant to the Agreement are confidential until released by the City to the public, and the Consultant will not make any of these documents or information available to any individual or organization not employed by the Consultant or the City without the written consent of the City before any such release.

28. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it embody the entire Agreement and understanding between the parties relating to the subject matter of it. The City Manager is authorized, in consultation with the Cit y Attorney, to agree to non -material amendments to this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties.

29. Notices. Any notices required or permitted under this Agreement shall be effective when delivered in person; and effective one (1) business day after delivery by facsimile transmission; and effective five (5) days after mailing by U.S. Mail, postage prepaid and properly addressed as follows:

TO CONSULTANT: GovWell Technologies, Inc.
228 Park Ave S PMB 368134
New York, NY 10003
Attn: GovWell Accounts Team

TO CITY: CITY OF COMPTON
205 South Willowbrook Avenue
Compton, California 90220
Community Development Department
(310) 605-5532

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30. Miscellaneous. No provision of this Agreement is to be interpreted for or against either party because that party or that party’s legal representative drafted such provision.

Should either party hereto, or any representative, successor or assign ee of either party hereto, resort to litigation to enforce the provisions of this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorney’s fees and costs in such litigation from the party or parties against whom enforcement is sought.

IN WITNESS WHEREOF, Consultant has executed this Agreement, and the City, by its City Manager, who is authorized to do so, has executed this Agreement.

GovWell Technologies, Inc.

By: _______________________
Name: Troy LeCaire
Title: CEO
Date: _____________________

CITY OF COMPTON

By: _______________________
Name: Jerry Groomes
Title: City Manager
Date: _____________________

Approved as to form: ATTEST:

By: _______________________ By: ______________________ Name: Name: Satra D. Zurita
Title: Law Division Title: City Clerk
Date: _____________________ Date: _____________________

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EXHIBIT A

GovWell Order Form
This Order Form, dated as of the Effective Date, is entered into by and between GovWell Technologies Inc. (“GovWell”) and the customer identified below (“ Customer”), and is subject to the Terms of Service (as defined below), which are incorporated by reference herein.

Customer: City of Compton, CA Effective Date:

Customer Contact: Cecil Flournoy Contact Email: [email protected] Contact Phone: (310) 605-5532 Billing Contact:

Billing Email: Billing Phone:

1. SOFTWARE MODULES AND SERVICES.

The table below outlines the GovWell software modules and services included in Customer’s purchase:

Software
Module
Description Annual
Subscription
Fee
Deployment
Services Fees
Data
Migration
Services
Data
Migration
Fees
Planning &
Zoning
Online planning & zoning
applications, workflow
management, meetings
management, and plan
review.
$20,000 $6,000 Data +
Files
$4,500
Building Safety
Permits &
Inspections
Manage building permits,
inspections, and plan
review.
$48,000 $18,800 Data +
Files
$9,100
Public Works
Permits &
Inspection
Manage Public Work &
Engineering permits,
inspections, and plan
review.
$5,000 $1,000 Data Only $1,000
Fire Permits &
Inspections
Manage fire permits,
inspections, and plan
review.
$5,000 $1,000 Data Only $1,000
Business
Licenses
Manage business license
applications and renewals.
$10,000 $4,000 Data Only $2,5000
Code
Enforcement
Online resident
complaints + code
$20,000 $6,000 Data Only $3,000
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(Community
Improvement) enforcement case
management.

TOTALS

$108,000 $36,800

$21,100

2. SCOPE OF WORK

By signing this Order Form, the Customer agrees to the Scope of Work (“SOW”) attached.

The SOW outlines the specific services GovWell will provide, as well as the responsibilities of the Customer with respect to Deployment Services, Data Migration Services, Continuous Deployment Services, and Product Support. The Customer acknowledges that GovWell’s obligations are limited to the hours and scope defined in the table below. Any services requested beyond these limits may incur additional fees, as described in the SOW.

Item Quantity / Scope
Deployment Services 80 hours
Data Migration Services 112 hours
Staff Training Twelve (12) 60-minute sessions conducted via Zoom Continuous Deployment Services 20 hours / year
Product Support Included for free.

3. INITIAL TERM
Three (3) years, beginning on the Effective Date.

4. SUMMARY OF FEES AND TERMS
Item Description
Deployment & Data Migration Services Fees
(one-time)
$57,900
Annual Subscription Fees $108,000
Total Year 1 Cost $165,900
Annual Uplift 5% (not applicable during initial term)
Initial Term Invoice Schedule Annual, invoiced on signing.

Invoice schedule:
• $165,900, invoiced on Effective Date
• $108,000, invoiced on anniversary of Effective Date 2027 • $108,000, invoiced on anniversary of Effective Date 2028 Renewal Procedure Automatic 1 year renewal term, unless 30 days notice provided prior to renewal date

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5. TERMS OF SERVICE.

The parties expressly acknowledge and agree that this Order Form, any appendices attached, and any amendments hereto signed by the parties, is subject to and conditioned upon Customer’s agreement to the Terms of Service located at http://www.govwell.com/terms (as amended from time to time, the “Terms of Service”). By signing below, Customer expressly acknowledges and agrees that it has reviewed the Terms of Service and agrees to be bound thereby. In the event of any inconsistency or conflict between the terms of this Order Form and the Terms of Service, the terms of this Order Form shall take precedence and govern solely with respect to the specific services, fees, and terms outlined herein, unless otherwise stated in the Terms of Service. All other provisions of the Terms of Service shall remain in full force and effect. Customer further acknowledges and agrees that by signing below, the person signing this Order Form has the authority to execute this Order Form on behalf of Customer. This Order Form may not be amended or modified, except in a writing signed by both Customer and GovWell.

AGREED AND ACCEPTED on behalf of the parties by their duly authorized representatives as of the Order Form Effective Date.

CUSTOMER: GOVWELL TECHNOLOGIES INC.:

By (Signature): By (Signature):

Name (Printed): Cecil Flournoy Name (Printed):

Title: Community Development Director Title:

Date signed: Date signed:

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Scope of Work
Deployment Services, Data Migration Services, & Ongoing Support

This Scope of Work (“SOW”) outlines the services to be provided by GovWell in connection with the implementation of its software platform for the Customer, as well as the ongoing support and maintenance services that follow. It also defines the responsibilities of both the Customer and GovWell to ensure a smooth and effective onboarding experience and continued successful use of the platform. This SOW is incorporated into and governed by the terms of the applicable Order Form.

1. Deployment Services

GovWell and the Customer will collaborate to deploy the GovWell software platform for the Customer’s use. A dedicated GovWell Deployment Strategist will be assigned to the Customer to coordinate the deployment process and manage the activities necessary to ensure successful go-live of the platform (the “Deployment Services”).

1.1 Scope
The following outlines the services and responsibilities included within the scope of this engagement.

These items define the core activities that GovWell and the Customer will undertake to successfully deploy the GovWell platform.
• Regular meetings with GovWell Deployment Strategist. Mutual consultations between Customer and the GovWell Deployment Strategist will be conducted via Zoom to define and document Customer’s goals, timelines, and workflows; demonstrate deployment progress; and gather and incorporate Customer feedback throughout the deployment process.

• System configuration. GovWell will configure the software to reasonably align with the Customer’s expressed needs, including setup of the online portal, relevant modules, workflows, forms, document templates, fee structures, inspection settings, user roles and permissions, and other applicable system components. While every effort will be made to reflect the Customer’s requirements, configurations will be based on a commercially reasonable interpretation of those needs within the capabilities of the platform.

• Staff training. GovWell to conduct virtual training sessions for Customer staff via Zoom.

Training sessions are limited to the quantity and duration specified in the Order Form. GovWell will also provide a library of digital training materials and guides, including video demonstrations of key functionality.

• Integration with Geographic Information System (GIS). GovWell will reach out to the Customer’s designated GIS contact to initiate integration efforts. The Customer is responsible for providing accurate contact information, facilitating introductions, and ensuring their GIS team provides all necessary data in a timely manner. GovWell’s ability to integrate is directly dependent on the completeness and responsiveness of the information shared by the Customer’s GIS team. Timely access and communication are essential to ensure a smooth integration.

• Configuration of online payment processing through GovWell. The Customer is responsible for completing all onboarding forms required by GovWell’s integrated payment processor, Finix.

GovWell does not support the use of alternative payment processors.

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1.2 Timeline
GovWell is committed to bringing the Customer live as quickly as possible and will make commercially reasonable efforts to do so. While the deployment timeline will be discussed and generally targeted during the deployment kickoff meeting, the inherently variable nature of deployment processes means that no specific timeline is guaranteed. GovWell is not responsible for delays resulting from incomplete or inaccurate inputs, delayed responses, or changes in the availability of key Customer personnel, including due to vacations, leave, or other time off. Consultant shall use commercially reasonable efforts to achieve implementation and system go-live within the mutually agreed project schedule established during project kickoff.

1.3 Customer Responsibilities
Customer acknowledges that active, timely participation from Customer is necessary to achieve a smooth and effective deployment. Customer responsibilities include, but are not limited to:
• Assign a primary point of contact for each software module to coordinate deployment activities. • Participate in scheduled virtual meetings with the GovWell Deployment Strategist. • Submit all requested information and materials in the required formats and within specified timeframes.
• Review and test configurations, provide feedback and approvals to GovWell promptly. • Complete all onboarding forms required by GovWell’s integrated payment processor, Finix (GovWell does not support alternative payment processors). • Facilitate an introduction to a point of contact responsible for GIS.

1.4 Exclusions & Terms
• Deployment Services do not include custom application development or third-party integrations (other than the ones specified in Section 1.1 (Scope).
• Additional Deployment Services beyond the initial scope may be subject to additional fees specified in section 4 of this SOW.

2. Data Migration Services
GovWell and the Customer will collaborate to migrate the Customer’s data into the GovWell software platform for the modules specified in the Order Form. A dedicated GovWell Data Expert will be assigned to coordinate the data migration process and manage the activities necessary to prepare the Customer’s data for use within the platform (the “Data Migration Services”).

2.1 Scope
The following outlines the services and responsibilities included within the scope of this engagement.

These items define the core activities that GovWell and the Customer will undertake to successfully migrate data into GovWell.
• Review and consultation with a GovWell Data Expert to determine project goals, which legacy data is relevant for migration, and appropriate mappings from into GovWell database model. • Preparation of a written data migration plan for Customer approval. • One-time import of structured tabular data into GovWell.

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2.2 Customer Responsibilities
Customer acknowledges that active, timely participation from Customer is required to achieve a smooth and effective data migration. Customer responsibilities include, but are not limited to:
• Primary point of contact. Assign a primary point of contact to coordinate data migration activities in collaboration with GovWell representatives. • Data extraction and transfer. Customer will extract or export source data from legacy systems and transfer to GovWell in structured file formats (e.g., CSV, Excel). GovWell requires two main exports: one export for analysis and planning, and a final export immediately prior to migration.

If files are included in the Order Form, Customer will extract and transfer files and attachments to GovWell via SSH File Transfer Protocol or Secure File Transfer Protocol (SFTP). If Customer cannot export source data independently, Customer will be solely responsible for coordinating with their current software vendor to obtain the necessary data. • Meeting participation. Participate in scheduled virtual meetings with a GovWell Data Expert to consult on project goals, answer questions, and facilitate the mapping of source data to the GovWell data model.
• Migration Plan Approval. The Customer is responsible for carefully reviewing the written data migration plan and must digitally approve it prior to execution. By approving the plan, the Customer acknowledges that the accuracy, completeness, and alignment of the migration with their expectations are their sole responsibility. GovWell is not liable for any errors, omissions, or outcomes resulting from decisions made or information provided by the Customer. In the event of adverse consequences arising from the approved plan, GovWell will make commercially reasonable efforts to remediate the issue; however, additional costs may apply. • Complete migration tasks. GovWell will make reasonable efforts to place migrated records in the appropriate steps within workflows and minimize the work required by Customer. However, limitations in the source data—such as missing or incompatible information—may prevent certain records from being automatically mapped into the current workflows. In these cases, Customers may be responsible for manually moving records to the correct workflow steps, validating data accuracy, and relocating attachments as needed.

2.3 Exclusions & Terms
In connection with GovWell’s standard data migration services, the following are not in scope:
• Verification of source data accuracy, completeness, or quality. • Data cleaning or validation of source data (e.g., spelling corrections, field splitting, schema mismatch resolution).
• Digitization of physical documents.
• Transforming scanned or handwritten documents into structured data. • Imports of data that lack sufficient detail to generate a complete and usable entity in GovWell, such as a permit without a permit number or an inspection without a date of completion. • Training sessions for Customer residents or the public. • Additional Deployment Services beyond the scope may be subject to additional fees specified in section 4 of this SOW.

2.4 Timelines
GovWell is committed to making the data migration process as smooth and efficient as possible and will make commercially reasonable efforts to support Customer throughout. While timelines will be established and generally targeted during the deployment kickoff meeting, the complexity and variability of data migration means that no specific timeline or outcome can be guaranteed. GovWell is not responsible for delays or limitations resulting from incomplete, inconsistent, or improperly formatted Professional Services Agreement – GovWell Technologies Inc.

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source data, lack of access to required systems, or delays in Customer responses or availability— including due to vacations, leave, or other time off taken by key Customer personnel. This also includes situations where third-party vendors fail to provide data in a timely manner or where the Customer provides critical data, such as large files or datasets, at the last minute (e.g., under 5 days before the scheduled migration). Such circumstances can impact the migration timeline and overall project success, and any resulting delays or additional costs will not be the responsibility of GovWell.

To maintain the integrity and accuracy of the data migration, all configuration changes must be completed prior to the migration process. Because many configuration changes commonly occur after go-live as the platform is fine-tuned to meet the Customer’s needs (e.g. modifying the process for a Solar Panel permit or adding required inspections for an Electrical permit), GovWell schedules data migration to take place only after the platform has gone live with the finalized configuration. Performing data migration before finalizing these changes risks data inconsistencies and errors, which can lead to significant additional work and may result in additional fees. This approach helps ensure a clean, reliable migration and a stable platform for ongoing use.

There will be a minimum of five (5) business days between GovWell’s receipt of final data and the point at which that data will be accessible and usable within the GovWell system.

Longer timeframes may result from:
• Incomplete or incorrect file formatting.
• Customer-requested changes to migration plan or platform configuration. • Transfer issues or SFTP protocol delays.

2.5 Limitations
Customer acknowledges that GovWell is not responsible for the quality, completeness, or accuracy of the source data provided for migration. The quality of the source data can directly impact the quality of the data as it appears and functions within the GovWell platform. Data migrations are inherently imperfect, and not all data or structures from legacy systems can be mapped precisely to the new environment.

While GovWell will make commercially reasonable efforts to ensure a successful and functional migration, some migrated records may not process as expected. This may include data appearing differently than in the original system, missing or partially mapped fields, or workflows and automations not functioning as intended.

2.6 Post-Migration Support and Customer Responsibilities Customer is responsible for carefully reviewing the migration plan to ensure it aligns with their expectations and digitally signing prior to execution. Any data not listed in the migration plan will not be migrated by GovWell. Following the completion of the data migration, GovWell is committed to supporting Customer in addressing issues that may arise, including assisting with reasonable data adjustments if certain records did not migrate as intended. GovWell will make good faith efforts to resolve issues resulting from errors or discrepancies within the scope of the approved plan. Any post- migration adjustments must be scheduled in advance and are subject to GovWell’s availability.

Significant or time-intensive requests may incur additional charges, as outlined in section 4 of the SOW.

2.7 Service Hours
Data migration service hours are limited to the number of hours specified in the applicable Order Form.

These hours cover all activities related to the data migration process, including planning, execution, validation, issue resolution, and consultations. Any services requested beyond the allotted hours may be subject to additional fees, as outlined in section 4 of this SOW.

Professional Services Agreement – GovWell Technologies Inc.

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2.8 Data Security
• If data that Customer intends to migrate contains Sensitive Personally Identifiable Information (SPII), Customer must notify GovWell in advance of sharing the data. SPII includes, but is not limited to, Social Security Numbers, Federal Tax Identification Numbers, Employer Identification Numbers, and other sensitive personal or organizational identifiers. • All SPII must be transferred via GovWell’s secure SFTP channel. • GovWell is not responsible for data exposure resulting from insecure transmission methods (e.g., email).

3. Continuous Deployment & Product Support Services
GovWell will collaborate with the Customer to provide ongoing support and ensure the GovWell software platform continues to meet Customer’s needs following deployment. A new GovWell Deployment Strategist will be assigned after go-live to coordinate support activities and manage the services necessary to ensure the continued successful use and optimization of the platform. In addition to this service, GovWell also offers regular product support channels to address general inquiries, technical issues, and troubleshooting needs.

3.1 Overview
Following the initial deployment, GovWell will provide ongoing support to help the Customer maintain effective use of the platform. This includes two types of services: (1) Continuous Deployment Services:
for configuration changes, training, and strategic guidance, and (2) Product Support: for general inquiries, technical support and issue resolution. GovWell may adjust the nature and frequency of these support activities over time based on the Customer’s usage of the platform and evolving needs.

3.2 Scope
Requests involving configuration changes, consultations, or training sessions may count against the Customer’s allotted Continuous Deployment Services hours as outlined in the Order Form. Technical support inquiries—such as those related to login issues, bug reports, or basic troubleshooting—are not counted against service hours and are addressed through GovWell’s regular support channels.

All major service requests submitted through any channel—regardless of whether routed through Deployment Strategists or general support—will be assessed for inclusion in Deployment Services hours.

Any services requested beyond the allotted hours may be subject to additional fees, as outlined in Section 4 of this SOW. GovWell will notify Customer in advance of reaching their service hour limit.

The following activities are included in Continuous Deployment Services:
• Configuration changes: Any updates to settings, record types, workflows, fields, templates, etc. • Consultations: Strategic guidance, best practices, and process mapping. • Training sessions: Live or recorded training for new staff, refresher sessions, or training on specific modules or features.
• Other service-related tasks: Any request that requires a GovWell team member to perform work beyond a basic fix or answer, for example: correcting misentered data, adjusting a process flow, or preparing a custom report.

The following are not included in Continuous Deployment Services, and are covered by Product Support:
• Bug reports and resolution.
• Login/access issues.
• Basic troubleshooting and how-to questions (e.g., "How do I export a report?").

Professional Services Agreement – GovWell Technologies Inc.

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4. Out-of-Scope Services & Hourly Rates
GovWell is committed to delivering successful Deployment, Data Migration, Continuous Deployment, and Product Support services within the scope and hours outlined in the Order Form. GovWell understands that needs may evolve and additional work may sometimes be necessary to ensure a smooth experience. If the required effort exceeds the included hours or scope, GovWell will communicate with the Customer before proceeding. Any work beyond the agreed scope will only move forward with mutual consent and may be billed at GovWell’s standard rates as a last resort. • Deployment Services: $150 per hour
• Data Migration Services: $200 per hour
• Continuous Deployment Services: $150 per hour

1 September 15, 2026
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY MANAGER
SUBJECT: A DISCUSSION AND REVIEW OF THE AMENDED AND RESTATED CONTRACT WITH CONDOLIDATED DISPOSAL SERVICE, LLC., DBA
REPUPLIC SERVICES LLC., TO EXTEND THE AGREEMENT FOR FIVE (5) YEARS

SUMMARY
Adoption of this Resolution will authorize the City Council to consider whether to accept or reject the automatic renewal provisions contained in the Second Amendment to the Amended and Restated Agreement for Solid Waste and Recyclable Materials Handling Services with Republic Services. The Resolution authorizes the City Manager, or designee, to implement the direction provided by the City Council, including allowing the Agreement to automatically renew for an additional five-year term, from January 1, 2028 through December 31, 2032, or instead, providing written notice to Republic Services should the City Council elect to exercise its contractual right to opt out of the automatic renewal.

BACKGROUND
The Compton Municipal Water Department (Department) is responsible for overseeing the City’s exclusive franchise waste hauler, Republic Services LLC. Republic Services is responsible for providing all residents, multi-family properties, and commercial businesses with Senate Bill 1383 (SB 1383) compliant services.

The City Council of the City of Compton is authorized pursuant to Chapter XXI of the Compton Municipal Code and Article 4 of Chapter 6, Part 3, Division 5 of the California Health and Safety Code, commencing with Section 5470, to levy annual charges for solid waste and recyclable material handling services and collect delinquent accounts on the Los Angeles County Tax Roll (“Tax Roll”).

Section 2.4 of the Second Amendment to the Amended and Restated Agreement establishes the term of the Agreement and provides that:
"The term of this Agreement shall commence on the Effective Date and expire on December 31, 2027, and shall automatically renew on January 1, 2028, for an additional five (5)-year term ending December 31, 2032, unless the City gives written notice to opt out of the extension by providing written notice to the Company between August 1, 2026 and August 1, 2027."
Accordingly, the City has a one-year contractual window in which it may notify Republic Services that it does not wish to extend the Agreement. If no notice is provided during that period, the Agreement will automatically renew through December 31, 2032.

19.19.19. Staff Report – CONDOLIDATED DISPOSAL SERVICE, LLC. DBA REPUPLIC SERVICES LLC September 15, 2026
2 | P a g e
The Scope of Work included:
i. Providing mandatory trash, recycling, and organics services. ii. Providing education and outreach through billing inserts, presentations, and community involvement.
iii. Conducting site visits to commercial generators and edible food generators. iv. Contamination monitoring.
v. Coordinating with City representatives regarding billing. vi. Providing the City with monthly reports including information on tonnage, diversion, customer complaints, and bulky pickups.

STATEMENT OF ISSUE
The Waste Division has reviewed the Agreement and determined that the current contract contains an automatic renewal provision requiring Council consideration before the contractual notice period expires between August 1, 2026 and August 1, 2027.

This item is being presented to the City Council to obtain policy direction regarding the future of the City's exclusive solid waste franchise agreement.

In evaluating whether to continue or terminate the Agreement at the end of its current term, the City Council may wish to consider several factors, including:

Republic Services' historical compliance with contractual performance standards; customer service responsiveness and complaint resolution; collection reliability and operational performance; the company's ability to maintain adequate inventory levels and timely provide residential waste, recycling, and organics carts to customers, including instances where prolonged inventory shortages have delayed new or replacement cart deliveries; compliance with State laws, including Senate Bill 1383 and other CalRecycle requirements; financial considerations, including rate adjustments and franchise fee revenues; capital investments and equipment replacement commitments; the City's long- term solid waste management objectives; and whether a competitive procurement process would better serve the City's interests.

Should the Council elect to exercise the City's contractual right to opt out, staff would return with recommendations regarding the procurement of future waste collection services and the development of a Request for Proposals (RFP) to ensure uninterrupted service after December 31, 2027.

If the Council elects to allow the Agreement to continue, no further action would be required, and the Agreement would automatically renew for an additional five-year term.

FISCAL IMPACT
This item has no fiscal impact on the 2026-2027 Fiscal Year’s budget. Should the City elect to pursue a competitive procurement process, staff will return to the City Council with any budgetary impacts associated with consultant services, legal review, and procurement activities.

Staff Report – CONDOLIDATED DISPOSAL SERVICE, LLC. DBA REPUPLIC SERVICES LLC September 15, 2026
3 | P a g e

RECOMMENDATION
Staff recommends that the City Council discuss the automatic renewal provisions of the Agreement and provide direction to the City Manager regarding whether to allow the Agreement to automatically renew for an additional five-year term or to exercise the City's contractual right to opt out of the automatic renewal pursuant to Section 2.4 of the Agreement.

DAVID BENNETT

GENERAL MANAGER
APPROVED AS TO FORWARDING:

JEROME GROOMES

INTERIM CITY MANAGER
RESOLUTION NO. ___________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING THE CITY MANAGER TO CONSIDER THE RENEWAL OF THE

SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT WITH CONSOLIDATED DISPOSAL SERVICE LLC., DBA REPUBLIC SERVICES LLC., TO EXTEND THE AGREEMENT FOR FIVE (5) YEARS
WHEREAS, the City Council of the City of Compton is authorized pursuant to Chapter XXI of the Compton Municipal Code and Article 4 of Chapter 6, Part 3, Division 5 of the California Health and Safety Code, commencing with Section 5470, to levy annual charges for solid waste and recyclable material handling services and collect delinquent accounts on the Los Angeles County Tax Roll (“Tax Roll”); and WHEREAS, as of November 1, 2022, the City of Compton ("City") entered into an Amended and Restated Agreement for Solid Waste and Recyclable Materials Handling Services with Consolidated Disposal Service, LLC, dba Republic Services ("Republic Services"), to provide exclusive solid waste, recyclables and green waste collection services to single-family, multi-family, and commercial customers; and WHEREAS, Section 2.4 of the Second Amendment to the Amended and Restated Agreement provides that the Agreement shall expire on December 31, 2027, and shall automatically renew for an additional five-year term commencing January 1, 2028, and ending December 31, 2032, unless the City provides written notice to Republic Services electing to opt out of the automatic renewal between August 1, 2026, and August 1, 2027; and
WHEREAS,the Scope of Work includes:
i. Providing mandatory trash, recycling, and organics services. ii. Providing education and outreach through billing inserts, presentations, and community involvement.
iii. Conducting site visits to commercial generators and edible food generators.
iv. Contamination monitoring.
v. Coordinating with City representatives regarding billing. vi. Providing the City with monthly reports including information on tonnage, diversion, customer complaints, and bulky pickups.

WHEREAS,the City Council desires to consider the operational, financial, regulatory, and customer service impacts associated with either allowing the Agreement to automatically renew or directing the City Manager to exercise the City's contractual right to opt out of the automatic renewal.

WHEREAS, the City Council desires to review the terms and conditions of the Agreement, including the automatic renewal provisions contained in Section 2.4, and determine whether allowing the Agreement to renew or exercising the contractual opt- out provision best serves the interests of the City and its residents.

WHEREAS, exercising the contractual right to opt out of the automatic renewal does not terminate the existing Agreement prior to its expiration on December 31, 2027, and does not interrupt solid waste collection services currently provided under the Agreement.

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

RESOLUTION NO. ________________

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Compton City CouncilSeptember 15, 2026

Compton City Council
September 15, 2026