The Urban Community Development Commission (UCDC) Was Established by Ordinance No

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NOTICE

The Urban Community Development Commission (UCDC) was established by Ordinance No. 1,479, adopted on July 15, 1975. The Commission functions as the governing body for the Community Redevelopment Agency (CRA) and the Local Housing Authority (LHA) and exercises the power, authority, jurisdiction and functions of redevelopment agencies, housing authorities and federal surplus property authorities granted under the Marks Foran Residential Rehabilitation Act to charter cities.

URBAN COMMUNITY DEVELOPMENT COMMISSION AGENDA Tuesday, April 05, 2011 5:30 PM

WORKSHOP(S)

HEARING(S)

OPENING

ROLL CALL

PUBLIC COMMENTS ON AGENDA AND NON -AGENDA ITEMS

APPROVAL OF MINUTES

1. March 15, 2011

CLOSED SESSION

UNFINISHED BUSINESS

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NEW BUSINESS

2. A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND STRATUS DEVELOPMENT COMPANY TO WORK OUT THE TERMS AND CONDITIONS OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE ACQUISITION AND DEVELOPMENT OF CERTAIN AGENCY-OWNED PROPERTY LOCATED AT 16208 - 16216 ATLANTIC AVENUE IN THE COMPTON REDEVELOPMENT PROJECT AREA

3. A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND WALBERN DEVELOPMENT TO WORK OUT THE TERMS AND CONDITIONS OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE ACQUISITION AND DEVELOPMENT OF CERTAIN PROPERTY LOCATED IN THE COMPTON REDEVELOPMENT PROJECT AREA IN CONNECTION WITH THE AGENCY’S 2010 TAX ALLOCATION BOND PROGRAM

COMMISSION COMMENTS

ADJOURNMENT

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MARCH 15, 2011

The Urban Community Development Commission meeting was called to order at 5:49 p.m. in the Council Chambers of City Hall by Chairperson Pro-Tem Willie Jones. The Pledge of Allegiance and Moment of Silence ceremonies were led by Chairperson Pro-Tem Willie Jones.

ROLL CALL

Commissioners Present: Dobson, Arceneaux, Jones Commissioners Absent: Calhoun, Perrodin

Other Officials Present: C. Cornwell, A. Godwin, W. Norfleet

*Chairperson Perrodin in at 5:50 p.m.

PUBLIC COMMENTS ON AGENDA AND NON-AGENDA ITEMS

Jacquelyn O. Fleming , Compton resident, spoke in opposition to a council agenda item proposing the removal of disruptive audience members.

Joyce Kelly , Compton resident, made a recommendation for the development of street signs and banners encouraging support for Jacob Lusk on American Idol. She suggested that this would be a priceless way of making millions of people aware of the wonderful talents in the City of Compton. She referenced an article she read in the Press Telegram concerning a collaborative effort between the cities of Paramount, Cerritos and Lakewood. She explained that they would be working to establish a partnership between their Chambers to help assist the business owners. She claimed that she’s only seen the President and Vice President of the Compton Chamber of Commerce bashing the residents at council meetings. She subsequently asked that this Body do something beneficial for the City of Compton and reiterated her requests for banners and posters to help Jacob Lusk become the next American Idol.

Jose Cortez , Compton resident, referenced a letter he received from the City regarding a converted garage on his property. He indicated that an inspector was sent out and he was told to simply refrain from renting the garage out. He stated that he received another letter from the City in October of last year and after addressing the issue with staff they requested proof of an inspector going to his home. Mr. Cortez indicated that he received another letter yesterday claiming that he owes the City $120.00 payable in thirty days. He subsequently requested the council’s assistance in this matter.

Craig Cornwell , City Attorney, requested Mr. Cortez’ contact information in order schedule a meeting to review his file.

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Lorraine Cervantes , Compton resident, stated that she really enjoyed herself at the Mardi Gras Celebration held on Saturday. She indicated that she was pleased with the compliments the City received from people from other cities. She mentioned that she has been a resident for 58 years and an activist for more than 40 years. She stated that she was unable to attend the council meeting last week due to a College Board meeting, and subsequently stated that she would appreciate if this Body would disallow speakers from verbally attacking and degrading other individuals at the podium. Ms. Cervantes disputed the comments about Chamber President Lestean Johnson attacking Joyce Kelly. She indicated that she was a witness to the incident, as where several other individuals.

Chairperson Perrodin asked that she keep her comments within the current agenda.

Ms. Cervantes also asked that Chairperson Perrodin make the other speakers do the same.

William Kemp , Compton resident, requested the amount of money already expended out of the Executive Secretary's non-departmental fund. He stated that the amount was not articulated in his manuscript.

Chairperson Perrodin requested the item being addressed under this commission should be discussed under the city council agenda.

Mr. Kemp indicated that he was addressing the non-departmental account.

Chairperson Perrodin explained to Mr. Kemp that the non-departmental account does not fall under this commission and advised him to refer his comments to this commission. Chairperson Perrodin stated that if he continued to persist in his comments he would ask him to sit down or leave the chambers.

The meeting was recessed at 6 p.m. and reconvened at 6:01 p.m.

Lynn Boone , Compton resident, commented on a special meeting that was cancelled last week. She stated that there was an item on that agenda that proposed the sale of Agency owned properties to the City of Compton. She indicated that Item Number Two addressing the maintenance and landscaping services on agency-owned properties. She stated that the City of Compton is one out of three cities in the County of Los Angeles with the highest percentage of unemployed residents and questioned why the City hires companies outside the City of Compton. She stated that there was no background information for Artistic Solutions Landscaping, Inc. or for any of the other contractors within the resolution. Ms. Boone referred back to the special meeting and the proposed sale of agency-owned properties, and questioned why the City could not advertise for community involved bidding.

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APPROVAL OF MINUTES

1. March 1, 2011

On motion by Arceneaux, seconded by Dobson, the minutes were approved, by the following vote on roll call:

AYES: Commissioners - Dobson, Arceneaux, Jones, Perrodin NOES: Commissioners - None ABSENT: Commissioners - Calhoun

UNFINISHED BUSINESS - There was no Unfinished Business.

NEW BUSINESS

2. A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN AGREEMENT WITH ARTISTIC SOLUTIONS LANDSCAPING, INC. TO PROVIDE MAINTENANCE AND LANDSCAPING SERVICES FOR AGENCY-OWNED PROPERTIES, POCKET PARKS, AND VACANT LOTS (REMOVED)

Councilperson Dobson asked the Executive Secretary if he felt the city employees could provide this service.

Willie Norfleet , Executive Secretary, replied affirmatively.

Commissioner Jones also voiced a concern for a twelve month agreement on the general fund, in light of Governor Brown’s proposal to terminate redevelopment agency funding.

Mr. Norfleet explained that these funds would be disbursed from the Community Redevelopment Agency’s budget.

Craig Cornwell , City Attorney, stated that he was confident that the City would include a termination clause.

Commissioner Jones indicated that he would not be in favor of paying $40,000 out of the general fund.

Chairperson Perrodin stated that the contract could include stipulations that protect the City.

Mr. Cornwell mentioned that there could be multiple reasons for termination and subsequently as a manner of course termination clauses are implemented to give the Agency the flexibility to terminate an agreement.

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Commissioner Jones indicated that he was unaware of all the legal exceptions that might occur and cited that he would have some concern about that. Mr. Jones also reiterated that staff could perform the duties of this agreement.

Chairperson Perrodin questioned why this item would be on the agenda if the Executive Secretary and his staff felt these duties could be performed by city staff.

Chairperson Perrodin requested the pleasure of the commission.

Commissioner Dobson asked that this item be removed to allow staff the opportunity to provide the service.

Chairperson Perrodin stated that in several cities, in order to protect the taxpayers’ dollars; in a contract like this; the City could also bid on this contract to allow the City to obtain the lowest bid.

Commissioner Jones stated that he agrees with Commissioner Dobson’s recommendation to remove this item.

Commissioner Arceneaux stated that this issue is a double-edged sword for her because the City is accumulating a lot of pocket parks and consequently more work is going to be scheduled for the city departments. She stated that the parks have not been maintained even with the contract agreement with the current landscapers. She indicated that she has to continually call a particular company to maintain the medians. She asked that whichever agency performs this service that they be monitored and held accountable.

Commissioner Arceneaux mentioned that Carson and Compton have the same contractor however the City of Carson’s medians look altogether different than Compton’s. Ms. Arceneaux indicated that it was imperative that contractor’s be held accountable.

Commissioner Dobson stated that she did not realize that the City would have to bid for the contract.

Chairperson Perrodin stated that he was just making a suggestion to ensure that the City has the lowest responsible bid.

COMMISSION COMMENTS - There were no Commission Comments.

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ADJOURNMENT

On motion by Dobson, seconded by Arceneaux, the meeting was adjourned at 6:14 p.m., by the following vote on roll call:

AYES: Commissioners - Dobson, Arceneaux, Jones, Perrodin NOES: Commissioners - None ABSENT: Commissioners - Calhoun

______Clerk of the Urban Community Development Commission Chairman of the Urban Community Development Commission

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April 5, 2011

TO: CHAIRMAN AND COMMISSIONERS FROM: EXECUTIVE SECRETARY SUBJECT: A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND STRATUS DEVELOPMENT COMPANY TO WORK OUT THE TERMS AND CONDITIONS OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE ACQUISITION AND DEVELOPMENT OF CERTAIN AGENCY-OWNED PROPERTY LOCATED AT 16208 – 16216 ATLANTIC AVENUE IN THE COMPTON REDEVELOPMENT PROJECT AREA

SUMMARY Staff is requesting the Commission to authorize the Executive Secretary to enter into an Exclusive Negotiation Agreement (ENA) between the Community Redevelopment Agency (Agency) and Stratus Development Company to work out the terms of a Disposition and Development Agreement for the acquisition development of Agency owned property located at 16208-16216 Atlantic Avenue in the Compton Redevelopment Project Area. BACKGROUND In the ongoing efforts of transforming Compton’s physical, economic, and social fabric into a vibrant, commercial retail center and destination place for new housing and moderate income residents, in accordance to the dictates of the Agency’s: (a) Five-Year Implementation (Strategic) Plan approved by the Commission in January 2010; (b) 2010 Tax Allocation Bond program approved by the Commission in May 2010; (c) Property Acquisition, Disposition and Development Strategic Plan, approved by the Commission on March 8, 2011, the Agency is initiating and implementing commercial retail and housing developments throughout the City. The Commission authorized the Agency to acquire the referenced property in April 2010, upon close of escrow in August 2010; the Agency undertook an aggressive marketing and feasibility analysis to determine the Highest and Best Use of the site. The current site is blighted and underutilized. The objective is to revitalize this blighted site in order to maximize return on public investment in the form of property tax revenues.

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STATEMENT OF THE ISSUE The Agency is in receipt of a proposal from Stratus Development Company, a recognized leader in the development of high quality infill residential housing, for the acquisition and development of certain Agency owned property located at the 16208-16216 Atlantic Avenue. Stratus Development is requesting an exclusive negotiation agreement (ENA) with the Agency for period of 6 months to work out the terms of negotiations culminating in a Disposition and Development Agreement (DDA). Stratus Development is an Irvine based real estate development company that specializes in developing infill housing. Stratus is a full-service real estate firm established in 1995. The development team encompass over 38 years of institutional development experience in origination, entitlement, repositioning, construction and both the lease up and sale of over 5,600 residences in Southern California and Florida. Stratus has identified the 16208-16216 Atlantic Avenue property as an extremely viable residential development site. As such, Stratus Development proposes to negotiate with Agency and City staff to determine the feasible number of affordable (moderate-income) single-family residential units for the subject site.

ANALYSIS The Community Redevelopment Agency is mandated to comply with affordable housing requirements set forth in the California Health and Safety Code (“HSC”). The affordable housing mandates calls for the Agency to set aside 20% of annual tax increment revenue for affordable housing (HSC 33333.8) and to target expenditures to meet the affordable housing needs of the community (HSC 33334.4). In addition, the California Redevelopment Law (CRL) requires Redevelopment Agencies to implement the low and moderate-income housing set-aside and housing production requirements as stated in Health and Safety Code Sections 33334.2, 33334.4, 33334.6, 33413 and 33490.

The CRL provides definitions and requirements for the allocation of housing funds as summarized below:

The CRL defines and limits assisted income categories as follows: Very-low Income - persons or households whose gross income does not exceed 50% of the area’s median income; Low Income - persons or households whose gross income are greater than 50% but do not exceed 80% of the area’s median income; and Moderate-Income – persons or households whose gross income are greater than 80% but do not exceed 120% of the area’s median income. Additionally, Section 50106 of the CRL defines extremely Low-Income as persons and families at 30% of the area median, adjusted for family size.

The Agency’s approved Five-Year Implementation Plan (January 2010) identified approximately 244 housing units to be development. The Plan further stated and accounted for an additional thirteen (13) units to be constructed in the Project Area per year over the Compliance Plan period. The proposed development of this project would assist the Agency to meet its goals outlined in the 2010 Tax Allocation Bond program, Five-Year Implementation and the Agency’s Property

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Acquisition, Disposition and Development Strategic Plan, for the production of Affordable Housing units in the City. CONCEPTUAL DESIGN The Property is located on a main thoroughfare with close proximity to key highways that provide access to employment centers throughout Los Angeles Area. The property is approximately 1.25 acres. The proposed conceptual schematic design of the project will consist of 16 - 18 townhome residences, with attached, on-grade parking for the residences and circulation for ingress/egress along Atlantic Avenue. The proposed affordable purchase price for this new development would be a range from $215 - $255k. These purchase prices are consistent with the current sales comparables of similar new townhome developments in the City and the surrounding area. Additionally the proposed project would incorporate the Agency’s Smart Growth principles that encourage a vibrant sustainable architectural design. The Smart Growth goals and objectives outcomes from this development include, but are not limited to the following benefits for the community:

• Removal of blight and enhanced the existing neighborhood and improve property values and encourage additional private investment within the area.

• Establish urban design standards that guide high-quality sustainable design that is reflective of the character of the community.

• Increase Property Tax Revenues to the City’s General Fund FISCAL IMPACT The Agency has funds in the amount of $1,215,000.00 available in its 2010 Tax Allocation Bond Series A Housing Funds: 1.) 3040-800-003-4266 = $469,023 2.) 3040-800-010-4266 = $745,977 RECOMMENDATION Staff is requesting the Commission to authorize the Executive Secretary to enter into an Exclusive Negotiation Agreement (ENA) between the Community Redevelopment Agency (Agency) and Stratus Development Company to work out the terms of a Disposition and Development Agreement for the acquisition of Agency owned property located at 16208-16216 Atlantic Avenue in the Compton Redevelopment Project Area. DR. KOFI SEFA-BOAKYE DIRECTOR OF REDEVELOPMENT WILLIE NORFLEET EXECUTIVE SECRETARY

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RESOLUTION NO. ______

A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND STRATUS DEVELOPMENT COMPANY TO WORK OUT THE TERMS AND CONDITIONS OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE ACQUISITION AND DEVELOPMENT OF CERTAIN AGENCY-OWNED PROPERTY LOCATED AT 16208 – 16216 ATLANTIC AVENUE IN THE COMPTON REDEVELOPMENT PROJECT AREA

WHEREAS , the Community Redevelopment Agency of the City of Compton (the "Agency") is carrying out the Redevelopment Plan for the Compton Redevelopment Project Area, as merged and amended by Ordinance No. 2,114 adopted by the City Council on November 16, 2004; and WHEREAS , over the past two (2) years the Agency has implemented a variety activities and programs in an effort to rebrand and market the image of the City of Compton. The Agency has carried the vision of “Birthing a New Compton” to international, national, and regional housing development arenas. The fruits of those efforts have yielded significant interest from the investor community to develop in the City; and WHEREAS , in the ongoing efforts of transforming Compton’s physical, economic, and social fabric into a vibrant, commercial retail center and destination place for new housing and residents, in accordance to the dictates of the Agency’s Five-Year Implementation (Strategic) Plan, approved by the Commission in January 2010, the Agency’s 2010 Tax Allocation Bond program approved by the Commission in May 2010, and the Agency’s Property Acquisition, Disposition and Development Strategic Plan, approved by the Commission on March 8, 2011, the Agency is initiating and implementing commercial retail and housing projects throughout the City; and WHEREAS, the Commission authorized the Agency to acquire the referenced property in April 2010, upon close of escrow in August 2010; the Agency undertook an aggressive marketing and feasibility analysis to determine the Highest and Best Use of the site. The current site is blighted and underutilized. The objective is to revitalize this blighted site in order to maximize return on public investment in the form of property tax revenues; and WHEREAS, the Agency is in receipt of a proposal from Stratus Development Company a recognized leader in the development of high quality infill residential housing, for the acquisition and development of certain Agency owned property located at the 16208-16216 Atlantic Avenue; and WHEREAS , the Property is located on a main thoroughfare with close proximity to key highways that provide access to employment centers throughout Los Angeles Area. The property is approximately 1.25 acres. The proposed conceptual schematic design of the project will consist of 16 - 18 townhome residences, with attached, on-grade parking for the residences and circulation for ingress/egress along Atlantic Avenue. The proposed affordable purchase price for this new development would be a range from $215 - $255k. These purchase prices are consistent with the current sales comparables of similar new townhome developments in the City and the surrounding area; and WHEREAS, the development of this project will assist the Agency in meetings its 2010 Tax Allocation Bond requirements, Five-Year Implementation Plan and Property Acquisition, Disposition and Development Strategic Plan goals for the production of Affordable Housing units in the City; and WHEREAS , in order to fulfill the objectives of the proposed development, Stratus is requesting an exclusive negotiation agreement (ENA) for period of 6 months to work out the terms of negotiations with the Agency culminating in a Disposition and Development Agreement (DDA).

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NOW, THEREFORE, THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON, DOES HEREBY RESOLVE AS FOLLOWS: Section 1. That the Executive Secretary is hereby authorized to enter into Exclusive Negotiation Agreement with Stratus Development Company for acquisition and development of certain Agency owned parcels (16208-16216 Atlantic Avenue) in the Redevelopment Project Area. Section 2. That a certified copy of this resolution shall be filed in the offices of the Executive Secretary, City Attorney, City Controller, Community Redevelopment Agency, and Clerk. Section 3. The Agency has funds in the amount of $1,215,000.00 available in its 2010 Tax Allocation Bond Series A Housing Funds: 1.) 3040-800-003-4266 = $469,023 2.) 3040-800-010-4266 = $745,977

Section 4. That the Chairman shall sign and the Clerk shall attest to the adoption of this resolution.

ADOPTED this ____ day of______2011.

______CHAIRMAN OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION

ATTEST:

______CLERK OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF COMPTON

I, Alita Godwin, Clerk of the Urban Community Development Commission of the City of Compton, hereby certify that the forgoing resolution was adopted by the Commission, signed by the Chairman, and attested by the Clerk at a regular meeting thereof held on the ____ day of ______2011.

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

AYES: COMMISSIONERS- NOES: COMMISSIONERS- ABSENT: COMMISSIONERS- ABSTAIN: COMMISSIONERS-

______CLERK OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION

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CITY OF COMPTON DEVELOPMENT PROPOSAL

Stratus Development Partners, LLC SBI Builder, Inc.

Andrew Wood Paul Nuytten 17701 Cowan Suite 200 6140 Hellyer Avenue Irvine, California 92614 San Jose, California 95138 (949) 294-6990 (408) 549-1302 March 9, 2011 The information contained herein is confidential and remains the property of Stratus Development Partners , LLC and SBI Builders, Inc. and may not be reproduced or distributed without the express written consent of Stratus Development Partners and SBI Builders, Inc. . Investors should rely on their due diligence and not on the information contained in this offering memorandum.

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TABLE OF CONTENTS

Executive Summary ...... 2-4 Property Overview ...... 4 Sponsors Overview ...... 5-6 Partnership Structure ...... 7 Project Timetable ...... 7 Appendix: Detailed Sponsor Qualifications ...... 9-23

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EXECUTIVE SUMMARY

Stratus Development Partners, LLC (“Stratus”) and SBI Builders, Inc. (“SBI”) together the (“Sponsors”) are proposing a development partnership with the City of Compton to develop, build townhome residences (the “Project”) on the property located at 16208-16216 Atlantic Avenue (the “Property”).

PROJECT HIGLIGHTS

Efficient Construction Budget and Schedule with Long-Term Positive Community Impact: The Sponsor construction schedule is 7- months and the cost to complete is very attractive based on the Sponsor’s competitive buy out utilizing local subs where possible.

Multi-Generational Family Floor Plans: Open floor plans with a high bedroom and bath count.

Attractive Townhome Design : Architectural design and community details by KTGY Group, Inc.

High Quality Finishes and Fixtures: Solid surface countertops, stainless steel sink with waste disposal, Delta chrome faucets, and birch cabinetry

Energy Efficient Homes: Dual glazed windows with E glass, gas forced heating, efficient water heaters.

New Community in Submarket: The project will benefit from being one of the few new residential communities within its submarket.

Amenities: Community amenities will include controlled access into the community, garage parking; paseos and walkways

Blue-Line Metro: Easy access to mass transit

PROJECT HIGLIGHTS (con’t)

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First Time Homebuyers Program: Future residences will have access to attractive financial assistance through the City of Compton’s First Time Homebuyers Program

PROPERTY OVERVIEW

Strategic Location: The Property is located on a main thoroughfare with healthy traffic and visibility. In addition to close proximity to key highways that provide access to work centers throughout Los Angeles

Address: 16208 -16216 Atlantic Avenue

Size: 1. 25 acres

Current Use: Vacant Land

Improvements: 22,602 Net Residential (sellable) sq. ft. assuming a base case of 16 townhome residences

Development Opportunity : The Project will consist of townhome residences

Accessibility: The Project will contain ingress/egress along Atlantic Avenue.

Parking: Attached, on -grade parking for the residences

SPONSORS

Stratus Development Partners , LLC

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Stratus is a full-service real estate firm established in 1995. Together the highly talented team of principals including David Wood and Andrew Wood encompass over 38 years of institutional development experience in origination, entitlement, repositioning, construction and both the lease up and sale of over 5,600 residences in Southern California and Florida.

Stratus’s investment strategy is based on identifying well-located institutional-quality under performing properties and or opportunities that require active management to improve and correct tenancy, physical attributes, financing structure, market positioning and/or management. By employing intensive active management to correct and improve all identified community inefficiencies, the communities subsequently benefit greatly with improved cash flow and valuations.

SBI Builder, Inc. SBI is a highly competitive, general building and contracting firm delivering quality multi-family and commercial products throughout California. President Paul Nuytten and Executive Vice President James Amlicke head a dedicated staff of construction professionals whose accomplishments over the last several years have made them a well established and respected construction company. SBI has recently completed projects totally approximately $68 million of construction.

SBI’s scope of services includes multi-family and single family housing, commercial and office buildings, building and site rehabilitation, and tax credit housing construction. Full construction management, scheduling, cost reporting, value engineering, and quality control services are provided on every project. SBI Builders has experience with all forms of prevailing wage requirements.

The company maintains strong relationships with the professional architectural and engineering communities and enjoys an excellent reputation and loyal following among subcontractors throughout the state. SBI Builder’s warranty program is well-established and includes a designated in-house team that coordinates all warranties with subcontractors and owners.

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KEY CONSULTANT

KTGY Group, Inc. KTGY is as a full-service architectural and planning firm established in 1991, KTGY has delivered a depth and breadth of successful design solutions for mixed use and residential projects At KTGY, we believe it takes more than great ideas to design great places. It takes great people. Here, the energy, talent and creativity of our staff converge with a dedication to exceptional service to deliver successful architectural and planning solutions.

How we work with clients embodies what we value. For almost two decades, KTGY has been as passionate about connecting with our clients and their objectives as we are about design and creativity. Our designs are inspiring and innovative, yet ever mindful of project goals. Our people listen, respond and deliver what our clients need, want and envision.

PARTNERSHIP STRUCTURE

A Partnership Operating Agreement and or single-purpose limited liability company (LLC) will be formed to determine the City of Compton’s contribution of the Property to the Project.

Property Contribution: Property value to be determined

Property Pay Out: Property pay out to the City of Compton at the unit sales and closings or as negotiated.

PROJECT TIMETABLE

Project Timetable: Predevelopment – Permits : 3.0 – 5.0 months

Construction: 7.0 – 8.0 months

Marketing/ Sales: (commence 3-months prior to completion of const) 3.0 – 4.0 months

TOTAL 12.0 – 15.0 months

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APPENDIX

SBI Builder, Inc.

SBI Builders Inc is a construction company with offices in Orange County California and San Jose, Monterey. The company has successfully operated throughout Northern and Southern California for the past five years focusing on multi-family, affordable housing, commercial, single family and rehabilitation projects.

SBI Builders opened its doors in 2005 amidst California’s explosive single family (attached and detached) residential community growth. SBI built up a reputation for building high quality projects with a focus on rapid delivery and competitive pricing. Since the predominance of our staff had previous experience with larger scale projects, SBI was able to make the successful transition from single family home building into multi-family and commercial projects. Over the next several years SBI realized continued growth in the Central Coast and Bay Area markets. SBI also focused its energy into affordable housing in areas outside its geographic region. SBI Builders was successful in building an 84 unit affordable family living project in Chowchilla, CA followed by another successful 41 unit affordable housing project in Pagosa Springs, CO. SBI Builders recently completed a senior housing podium project in Carmel, CA. In addition to multi-family and single family home building, SBI staff has experience with commercial and office buildings, apartment and condominium rehabilitation, and various public works projects. Full construction management, scheduling, cost reporting, value engineering, and quality control services are provided on every project. The company maintains cordial relationships of mutual respect with the professional architectural and engineering communities and enjoys an excellent reputation and loyal following among subcontractors throughout the state. SBI's warranty program is well-established and includes a designated in-house team that coordinates all warranty work with homeowners and subcontractors. SBI is well versed in the extensive reporting requirements of public works projects, specifically Prevailing Wage/Davis Bacon certified payroll process requirements.

SBI is a LEED AP certified organization. LEED (Leadership in Energy and Environmental Design) AP (Accredited Professionals) are building industry professionals who have demonstrated a thorough understanding of green building and the LEED® Green Building Rating System™. The Leadership in Energy and Environmental Design (LEED) Green Building Rating System™ encourages and accelerates global adoption of sustainable green building and development practices through the creation and implementation of universally understood and accepted tools and performance criteria. LEED gives building owners and operators the tools they need to have an immediate and measurable impact on their buildings’ performance. LEED promotes a whole-building approach to sustainability by recognizing performance in five key areas of human and environmental health: sustainable site development, water savings, energy efficiency, materials selection and indoor environmental quality. SBI has the knowledge and skills to facilitate the LEED certification process. LEED certification provides independent, third- party verification that a building project meets the highest green building and performance

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measures. All certified projects receive a LEED plaque, which is the nationally recognized symbol demonstrating that a building is environmentally responsible, profitable and a healthy place to live and work.

Presentation of Contractor Qualifications

Company Resume of Completed Projects a. SBI Builders, Inc. has completed $97.5M in projects over the past 5 years. These projects include: Description Location Year Completed Contract Amount Owner Classics at Miramonte Mountain View, CA 2011 $ 18,999,348 Classic Communities Trevvett Court Carmel, CA 2010 $ 2,584,652 Carmel Foundation Villa Valencia Phase 1 Redlands, CA 2010 $ 454,410 Stratus Development Villa Valencia Phase 2 Redlands, CA 2011 $ 1,310,427 Stratus Development Scholink Residence Pacific Grove, CA 2010 $ 441,074 Larry Scholink Mission Viejo Commercial Tenant Improvement Mission Viejo, CA 2010 $ 98,877 The Seminole Companies Carmel Presbyterian Church Remodel Phase 1 Carmel, CA 2011 $ 1,297,619 Carmel Presbyterian Church West Meadow Oaks Palo Alto, CA 2010 $ 2,359,566 California Communities CSUMB Dining Commons Seaside, CA 2009 $ 2,474,769 California State University Classics at Kiel Court Sunnyvale, CA 2009 $ 7,487,407 Classic Communities Trinity Glen Willow Glen, CA 2009 $ 3,456,696 McCarthy Land Co. Skyline Monterey, CA 2009 $ 5,760,086 The Seminole Companies Regis Rehabilitation Palo Alto, CA 2009 $ 545,014 Sares / Regis Mills Ranch Pre-Con King City, CA 2009 $ 10,501 Uecker & Associates, Inc., Mills Ranch King City, CA 2009 $ 350,032 Uecker & Associates, Inc., Mills Ranch King City, CA 2009 $ 17,500 Uecker & Associates, Inc., Hickory Ridge Pagosa Springs, CO 2009 $ 6,477,143 Opportunity Builders Footprints V Monterey, CA 2009 $ 128,967 Monterey Kimberly Place Brentwood 240 Salinas, CA 2008 $ 6,647,920 Watt Communities Plaza Grande Salinas, CA 2008 $ 15,799 Plaza Grande LP Footprints 4 Monterey, CA 2008 $ 642,753 Monterey Kimberly Place Classics at Kilmer Park Campbell, CA 2007 $ 8,046,346 Classic Communities Homestead Road Cupertino, CA 2007 $ 2,843,143 Peninsula Communities The Village at Chowchilla Chowchilla, CA 2007 $ 8,609,095 Opportunity Builders Union Square Castroville, CA 2007 $ 3,558,183 Selcon, Inc. Footprints 1-3 Monterey, CA 2007 $ 2,811,296 Monterey Kimberly Place Zofcin Construction Rehab 3 San Jose, CA 2007 $ 517,115 Various Central Park Sunnyvale, CA 2006 $ 3,198,662 CPH Northern California Flor de Salinas Salinas, CA 2006 $ 1,469,225 Watt Communities Zofcin Construction Rehab 1 San Jose, CA 2006 $ 2,052,795 Various Zofcin Construction Rehab 2 San Jose, CA 2006 $ 2,351,961 Various

$ 97,494,703

Active Projects

Contract Description Location Amount Owner $ Village at Tehachapi Tehachapi, CA 8,633,602 Global Premier Villa Valencia Phase 3 Redlands, CA $ Stratus Development

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1,593,285 $ Casa Grande Ceres, CA 2,700,000 Intercontinental Housing $ Pine Avenue Affordable Housing Long Beach, CA 1,700,000 Jamboree Housing

Estimation Process

SBI is extremely proud of its ability to accurately estimate project costs. SBI starts every bidding process with a complete ‘take off’ off all construction documents. Itemized quantities are then compared with subcontractor and supplier bids to ensure that subcontractors cover the entire scope and allow SBI to more effectively level the bid. SBI further approaches the subcontract price negotiation by leveraging historical pricing knowledge and monitoring day to day raw material price fluctuations. The end result is that SBI has historically been able to minimize unforeseen change order costs in projects.

The total change order costs on a few of our past projects are as follows:

Project Name Percent Change Order Value Per Job Miramonte 0.37% Trevvett Court 2.19% Trinity Glen 1.33% West Meadow 1.68%

Construction Coordination & Supervision

SBI has successfully demonstrated its ability to effectively coordinate trades primarily through scope interviews, comprehensive submittal management and weekly onsite subcontractor meetings. Prior to construction, SBI always holds scope interviews with every subcontractor. These scope interviews allow SBI to make sure that every portion of a project is covered by its respective subcontractor with no overlap. Scope interviews; allow SBI to synchronize the subcontractors schedule and submittal process with product lead time, critical path and the overall the project schedule.

Two weeks before a subcontractor mobilizes for their phase of the project they are required to attend the weekly subcontractor meetings held on site that keep all trades up to speed on all issues as they develop. These meetings are essential and ensure that all trades are completely familiar with both their scope and scopes of the trades that will impact their work. Subcontractors are held contractually responsible for coordination with all other trades on the project.

Adherence to Schedule

SBI has successfully demonstrated its ability to complete projects with aggressive timelines on or ahead of the approved schedule. A detailed and realistic project schedule accompanies every contract. SBI is fully committed to meeting the project milestones and final completion

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date. Following our subcontractor interview process an expedited schedule is generated for internal use further stacking trades and maximizing efficiencies. SBI makes every effort to eliminate project delays including delays from inclement weather. Trevvett Court, our subterranean podium senior housing project lost four weeks due to rain over the course of a ten month project. All four weeks were made up with double shifts and weekend work. Our Miramonte project was completed in nine months. Trinity Glen was completed in ten months, and West Meadow Oaks was completed in 8 months. Each of these projects experienced rain days and each project was completed before the contract completion date.

Construction Quality

SBI has successfully demonstrated its ability to ensure a high degree of trade craftsmanship. We realize that our subcontractor’s trade work ultimately determines how pleased our client is with the final product. Given that SBI Builders specializes in both affordable and market rate products including multi-family and single family residence construction we are obligated to utilize a wide range of materials. Regardless of the material specification, we uphold the highest level of quality. Our subcontractors understand the level of quality SBI expects and further understand if they don’t provide a quality product the first time they will be repeating their work at their cost. All trades are required to review and accept the prior trades work before proceeding. For example the drywall subcontractor is required to accept the framer’s work before hanging sheetrock and texturing. Once the work has been accepted the finish subcontractor is responsible for a high quality finish and cannot cast blame on the inadequacies of the prior subcontractor. This subcontractor acceptance practice provides SBI Builders with multiple quality checks throughout the construction process. Finish vendors are contracted for three rounds of punch list with the Site Superintendent, General Superintendent and finally the Owner. To ensure we meet every expectation of our clients we also provide the following: i. Owner Layout and Box Walk Confirmation. (HVAC & Electrical) ii. Cabinet Shop Drawing Sign Off iii. Full Submittal Sign Off on all Materials installed in the Units iv. Physical Material Samples of Finish Product for Owner Sign Off v. Owner/Developer Punch List (If desired) vi. Home Buyer Warranty Package vii. Manufacturer Sign Off and Warranty 1. Roofing 2. Windows

Managing Subcontractors

SBI has successfully demonstrated its ability to achieve subcontractor goals. This is achieved through maintaining a mutually beneficial relationship with our subcontractors. SBI strives to be as accommodating as possible to the subcontractors’ needs. The Subcontractors then in turn provide high quality products and services with highest degree of efficiency. Subcontractor interviews and weekly meetings help to schedule subcontractors in such a way as to minimize multiple site visits which keeps subcontractor mobilization cost at a minimum.

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Paul Nuytten President

Bio: Paul has over 15 years of construction experience including 8 years of construction management. He spent 5 years in the trades building luxury homes, commercial projects and residential developments to put himself through a Mechanical Engineering degree from the University of Minnesota, Mankato. Paul’s engineering background and construction field experience enabled him to quickly move through the ranks in the construction industry. His construction management experience includes multifamily apartments, condominiums, affordable housing, luxury homes, commercial construction, tax credit housing, single family developments, tenant improvements, podium work and rehabilitation projects. He oversees all the estimation efforts for the company, along with business development, market research, contract review, contract buyout, schedule drafting, insurance review and LEED initiatives. As CPM Scheduler, Paul will strive tirelessly to make sure that every step of the project is preformed on or ahead of schedule

PROJECT EXPERIENCE: Detached Single • Classics at Miramonte for Classic Communities – 58 luxury homes in Mountain View, CA Family • West Meadow Oaks for California Communities – 6 luxury homes in Palo Alto, CA Residences • Trinity Glen for McCarthy Land Co. – 10 single family homes in Willow Glen, CA • Classics at Kilmer Park for Classic Communities – 24 single family homes in Campbell, CA • Homestead Road for Peninsula Communities – 6 luxury homes in Cupertino, CA • Union Square for Selcon, Inc. – 17 single family homes in Castroville, CA

Multi-Family • Villa Valencia for Stratus Development – 77 townhomes in Redlands, CA Condos and • Classics at Kiel Court for Classic Communities – 34 condominiums in Sunnyvale, CA Townhomes • Central Park for CPH Northern California – 10 townhomes in Sunnyvale, CA

Affordable & • Trevvett Court for Carmel Foundation – 14 Senior Housing units over subterranean podium in Carmel, CA Senior Housing • Hickory Ridge for Opportunity Builders – 41 Affordable apartment units in Pagosa Springs, CO • The Village at Chowchilla for Opportunity Builders – 81 Affordable unit in Chowchilla, CA

Commercial • Carmel Presbyterian Church Remodel – 16,000 SF modernization in Carmel, CA Rehabilitation • CSUMB Dining Commons – 14,000 SF rehab of dining and kitchen Facilities in Seaside, CA • Mission Viejo for Seminole Companies – 9 unit office building TI in Mission Viejo, CA

Residential • Skyline Terrace for Seminole Companies – Condo Conversion and Rehab of 40 apartment units Rehabilitation • Plaza International for Regis – Rehabilitation of 46 Apartment Units • Footprints on the Bay for Monterey Kimberly Place - Condo Conversion and Rehab of 151 apartment units • Brentwood 240 for Watt Communities - Rehabilitation of 240 Apartment Units • Flor de Salinas for Watt Communities - Rehabilitation of 40 Apartment Units • Zofcin Apartment Rehab – Rehabilitation of 410 Apartment Units

Site Improvements • Mills Ranch for Uecker and Assoc. (Receiver) – Remediation of 75 Acre Abandoned Site

LICENSURE: California Contractors License (B-General Building): #860997

EDUCATION: Science in Mechanical Engineering (BSME) , 2003, University of Minnesota, Mankato

ACTIVITIES: LEED AP USGBC, Northern California Member

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James G. Amlicke Executive Vice President and C.O.O.

Bio: James has over 15 years of Operations, Information Technology Management and Data Center Construction experience. James received his Physics degree from Bucknell University. James was the Chief Technology Officer at a New York based Financial Services firm and later founded B.E.N. Solutions, a timeshare CIO services firm. James then moved into the role of General Manager for the Western Region of a $368 Million Managed Services firm where he was responsible for operations, sales, marketing and the region’s P&L. As the Chief Operating Office for SBI Builders, James leads operations, oversees finance and additionally formulates the technology strategy ensuring that SBI appropriately leverages technology to boost efficiency and lower operations costs.

Multi-Family • Villa Valencia for Stratus Development – 77 townhomes in Redlands, CA Condos and • Classics at Kiel Court for Classic Communities – 34 condominiums in Sunnyvale, CA Townhomes

Commercial • Carmel Presbyterian Church Remodel - Rehabilitation • CSUMB Dining Commons – 14,000 SF rehab of dining and kitchen Facilities in Seaside, CA • Mission Viejo for Seminole Companies – 9 unit office building TI in Mission Viejo, CA

Site • Mills Ranch for Uecker and Assoc. (Receiver) – Remediation of 75 Acre Abandoned Site Improvements

EDUCATION: Bachelor of Arts in Physics -Cum Laude , 1993, Bucknell University, Lewisburg, PA

ACTIVITIES: Member of the Institute of Electrical and Electronics Engineers

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Mark G. Wilson, P.E . Vice President of Southern California Construction

Bio: Mark brings 15+ years of construction industry experience, founded in residential/commercial structural engineering. He is a degreed (Cal State Fullerton) and licensed Civil Engineer, and also carries a Masters in Business Administration (UC Irvine). With nine years of specific multi-family experience, he has been directly involved in the purchasing and/or project management of almost 3,000 units exceeding $350M in construction hard costs. Included are walk-ups, podiums, mixed-use, rehabilitation, distressed, and affordable/tax-credit projects. He is heading-up the Southern California effort to provide effective and affordable pre-construction and general contracting services.

PROJECT EXPERIENCE: Multi-Family • Villa Sienna for Irvine Company – 600+ units over 6 two-level podium parking in Irvine, CA Apartments • Laurel Canyon for Rancho Mission Viejo – 201 walkup units + auxiliary buildings in Ladera Ranch, CA • Laurel Glen for Rancho Mission Viejo – 220 walkup units + auxiliary buildings in Ladera Ranch, CA • Laurel Terrace for Rancho Mission Viejo – 232 walkup units + auxiliary buildings in Ladera Ranch, CA • Laurel Vista for Rancho Mission Viejo – 220 walkup units + auxiliary buildings in Ladera Ranch, CA • Avendale Village Clubhouse for Rancho Viejo – 4.2 acre recreation ion area in Ladera Ranch, CA • Somerset Apartments for Irvine Company – 378 walkup units + auxiliary buildings in Irvine, CA • Orchard Hills Apartments for Irvine Company – 500 walkup units in Irvine, CA

Multi-Family • Villa Valencia for Stratus Development – 77 Townhomes in Redlands, CA Condos and • Carlyle at Colton Plaza for KB Homes – 156 units over 2-levels of podium parking in Irvine, CA Townhomes • Anavia Luxury Homes for KB Homes – 250 units over 2-levels of podium parking in Anaheim, CA

Affordable, • Village at Tehachapi for Global Premier – 81 unit garden style apartments in Tehachapi, CA Senior & Student • Talmadge Senior Village for Southern CA Housing – 91 units + commercial over podium in San Diego, CA Housing • Santiago Apartments for Irvine Campus HA – 100 walkup units in Irvine, CA

Commercial • Mission Viejo for Seminole Companies – 9 unit office building TI in Mission Viejo, CA Rehabilitation

Residential • Atherton-Newport Investments Rehab & Remarket – 300+ rehab on 15+ properties in Orange County, CA Rehabilitation

LICENSURE: California Professional Engineer License (PE): #C57803 California Contractors License (B-General Building): #946928

EDUCATION: Master of Business Administration (MBA), 2002, University of California Irvine Bachelor of Science in Civil Engineering (BSCE) , 1994, California State University, Fullerton

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Stratus Development Partners, LLC

Stratus Development Partners (“Stratus”) is a full-service real estate firm. Together the highly talented team of principals encompass institutional development experience in origination, entitlement, repositioning, construction and lease up and sale of over 5,600 residential units in Southern California and Florida.

Company

Real estate professionals committed to delivering the highest quality product through active management, strategic distressed project acquisition, entitlement, development, repositioning, construction, lease up and effective marketing and sales.

Investment Strategy

The Company’s investment strategy is based on identifying well-located institutional-quality properties and or opportunities that require active management to improve and correct tenancy, physical attributes, financing structure, market positioning and or management. By employing intensive active management to correct and improve all identified project inefficiencies, the projects subsequently benefit from an improved project valuation.

Recent Portfolio

Start Date of Multi- Location Date Close Project Type Transaction Acrea Condo family TOTAL Xenia Avenue, Senior Mult- Beaumont, CA Aug-09 Mar-10 Family Private seller, entitlement 3.00 - 88 88 Xenia Avenue, Beaumont, CA Aug-09 Mar-10 Condo/TH Private seller, entitlement 7.93 174 - 174 Riverside Drive, Merrill Ave., Rialto, CA Jul-09 Dec-09 Multi-family Private seller, entitlement 5.10 - 115 115 8655 Arlington Ave. Private seller, Freddie Loan Riverside, CA Aug-09 Jun-10 Multi-family Assumption 7.25 - 176 176 6195 Pegasus Drive, Private seller, Freddie Loan Riverside, CA Aug-09 Jun-10 Multi-family Assumption 6.60 - 128 128 1510 Orange Ave. Gateway/ East West Bank, all cash Redlands, CA Dec-09 Dec-09 Townhome close; partially built out project 5.50 77 - 77 Element at MetroWest, Orlando, FL Mar-10 May-10 Condo Key Bank, all cash close 14.00 219 - 219 1620 Rialto Avenue, GE, loan purchase and Fontana, CA Aug-09 Jun-10 Multi-familyCondo recapitalization 5.00 - 128 128 reversion to BelAire at Boca Raton, FL Sep-09 - Multi-family Property purchase from lender 35.00 - 344 344

89.38 470 979 1,449

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David S. Wood

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David Wood brings 17+ years experience in the US real estate industry managing the entire development cycle including, acquisition, entitlement, development, construction supervision, capital raising, sales and marketing. Mr. Wood has developed and built over 2,651 multifamily units representing over $347,000,000.

Previously, Mr. Wood served as Managing Director for Landmark Equity Partners, where he oversaw the due diligence, repositioning, and operations of the portfolio while performing equity fund raising. Prior to joining Landmark Equity Partners, Mr. Wood was Development Partner for Western National Properties (www.wng.com), where he oversaw the ground up development of over $130,000,000 of multi-family investment property in Orange County.

In addition, Mr. Wood was Development Director for BRE Properties, Inc. (www.breproperties.com ) in San Diego where he managed the entitlement, development, and construction of over $90,000,000 of multi-family investment property. Mr Wood initiated his career as an Associate for Easdil Realty in New York, supporting third party agency and investment banking business in office, hotel, and retail properties.

Mr. Wood currently sits on the board of Jamboree Housing Corporation, a nonprofit housing development company that builds affordable rental and ownership housing for lower-income families in California. Mr. Wood is fluent in Spanish and holds a BA in Economics from the University of Texas in Austin.

Andrew G. Wood

Andrew Wood brings 15+ years experience in real estate finance and development administration and has managed the entire development cycle including, acquisition, entitlement, development, construction supervision, capital raising, sales and marketing.

Previously, Mr. Wood was a founding partner and developer for OCCE; a low rise mid rise luxury condo development firm based in Mexico City. As Director of OCCE, Mr. Wood grew the development company’s revenue 10 fold in 3 years.

Previously, Mr. Wood over six years at Credit Suisse First Boston (“CSFB”) based in New York City and Mexico City. Mr. Wood was responsible for investment banking, new business generation and deal execution for CSFB’s key corporate and governmental clients. Mr. Wood worked on several landmark real estate financing projects including the $110 million construction loan facility in 1997 for Reichman International’s Torre Mayor in Mexico City.

Mr. Wood is fluent in Spanish, a former participant of the US national development rowing program, former small business Peace Corps Volunteer in Paraguay and holds a BA in History from the University of Texas in Austin.

STRATEGIC PLAN OVERVIEW

Disciplined Distressed Property Acquisition

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- Acquisitions made with extensive front loaded due diligence and financial market review (adjusted risk return, budgets, profit margins, returns on capital employed) - Downside scenarios carefully analyzed - Use liquidity to take advantage of Property acquisition opportunities

Grow the Business in Attractive Markets - Operate in select core markets with significant experience - Develop in supply-constrained environment - Organically grow in existing markets, opportunistically start-up growth in new markets

Diversify Properties and Price Points - Property improvements with superior quality and buyer perceived value - Understand demands of potential buyers and link buyer and Property improvements - Property price point diversification to avoid overexposure to any single micro-market

Leverage Presence in Local Market - Real time market intelligence - Early looks at the best Property acquisition opportunities - Recruit best possible candidates for Property (GC, etc.) - Leverage strong subcontractor relationships (mitigate cost overruns, low overhead)

Focus on Profitability - Constant operational improvement and productivity - Value-engineer projects with subcontractors and suppliers to provide attractive features and minimize material and construction costs - Standardize improvement to drive down costs and improve quality

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PROPERTY PROFILE

PROPERTY INFORMATION Addresses: 16208 S Atlantic Avenue , Compton, CA 90221

Assessor Parcel Number: 7301 -002-016

Property Type: Vacant Land

Lot Size: 40,511 Square Feet/0.93 Acre Nearest Intersection : The property is located al ong Atlantic Avenue facing west near the North West intersection of the 710 Freeway and Atlantic Avenue.

PROPERTY IMAGES

I. Aerial Photo

II. Parcel Map

Created on 1/11/2011 -36- #2.

PROPERTY PROFILE

PROPERTY INFORMATION Addresses: 16216 S Atlantic Avenue

Assessor Parcel Number: 7301-002-017

Property Type: Vacant Land

Lot Size: 40,511 Square Feet/0.93 Acre Nearest Intersection : The property is located Northwest of the 710 Freeway and on the East side of Atlantic Avenue.

PROPERTY IMAGES

I. Aerial Photo

II. Parcel Map

Created on 1/11/2011 -37-

#3.

April 5, 2011

TO: CHAIRMAN AND COMMISSIONERS

FROM: EXECUTIVE SECRETARY

SUBJECT: A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND WALBERN DEVELOPMENT TO WORK OUT THE TERMS AND CONDITIONS OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE ACQUISITION AND DEVELOPMENT OF CERTAIN PROPERTY LOCATED IN THE COMPTON REDEVELOPMENT PROJECT AREA IN CONNECTION WITH THE AGENCY’S 2010 TAX ALLOCATION BOND PROGRAM

SUMMARY

Staff is requesting the Commission to authorize the Executive Secretary to enter into an Exclusive Negotiation Agreement (ENA) between the Community Redevelopment Agency (Agency) and Walbern Development to work out the terms of a Disposition and Development Agreement for the acquisition of Agency owned property located at 2000- 2024 West Compton Boulevard in the Compton Redevelopment Project Area in connection with the Agency’s 2010 Tax Allocation Bond Program.

BACKGROUND

In the ongoing efforts of to rebrand and market the image of the City of Compton, the Agency has carried the vision of Birthing a New Compton to International, National, Commercial, Retail and Industrial development arenas. In May 2010 and September 2010 the Agency attended the International Convention of Shopping Center (ICSC) Conferences in Las Vegas and San Diego respectively to showcase the City of Compton as a rising and viable destination place for development.

As a result of these aggressive marketing efforts during these conferences, the Agency has obtained a proposal from Walbern Development a recognized leader in the development of high quality retail commercial projects for acquisition and development of certain Agency owned property located at the Southwest Corner of Compton Boulevard and Central Avenue (2000 – 2024 West Compton Boulevard). The subject site was the former F&C liquor store.

STATEMENT OF THE ISSUE

In order to fulfill the objectives of the proposed development, Walbern Development is requesting an exclusive negotiation agreement (ENA) for period of 6 months to work the terms of negotiations with the Agency culminating in a Disposition and Development Agreement (DDA).

Key components of the developer’s proposal call for construction of a prime retail outlet that would include commercial/retail amenities and businesses including a National Financial Banking Institution, National Retail Pharmacy, and Restaurant uses. As a complement to the proposed development, the Agency has secured a Letter of Interest (LOI) from Chase Bank to locate at the site. These developments for this site, demonstrate the earnest commitment from the retail and private sector interest to do business in the City of Compton.

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RECOMMENDATION

DR. KOFI SEFA-BOAKYE DIRECTOR OF REDEVELOPMENT

WILLIE NORFLEET EXECUTIVE SECRETARY

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RESOLUTION NO. ______

A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND WALBERN DEVELOPMENT TO WORK OUT THE TERMS AND CONDITIONS OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE ACQUISITION AND DEVELOPMENT OF CERTAIN PROPERTY LOCATED IN THE COMPTON REDEVELOPMENT PROJECT AREA IN CONNECTION WITH THE AGENCY’S 2010 TAX ALLOCATION BOND PROGRAM

WHEREAS , in the ongoing efforts of to rebrand and market the image of the City of Compton, the Agency has carried the vision of Birthing a New Compton to International, National, Commercial, Retail and Industrial development arenas. In May 2010 and September 2010 the Agency attended the International Convention of Shopping Center (ICSC) Conferences in Las Vegas and San Diego respectively to showcase the City of Compton as a rising and viable destination place for development; and

WHEREAS , as a result of these aggressive marketing efforts during these Conferences, the Agency has obtained a proposal from Walbern Development a recognized leader in the development of high quality retail commercial projects for acquisition and development of certain Agency owned property located at the Southwest Corner of Compton Boulevard and Central Avenue (2000 – 2024 West Compton Boulevard). The subject site was the former F&C liquor store; and

WHEREAS, key components of the developer’s proposal call for construction of a prime retail outlet that would include commercial/retail amenities and businesses including a National Financial Banking Institution, National Retail Pharmacy, and Restaurant uses. As a complement to the proposed development, the Agency has secured a Letter of Interest (LOI) from Chase Bank to locate at the site. These developments for this site, demonstrate the earnest commitment from the retail and private sector interest to do business in the City of Compton; and

WHEREAS, in order to fulfill the objectives of the proposed development, Walbern is requesting an exclusive negotiation agreement (ENA) for period of 6 months to work out the terms of negotiations with the Agency culminating in a Disposition and Development Agreement (DDA).

NOW, THEREFORE, THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON, DOES HEREBY RESOLVE AS FOLLOWS:

Section 1 . That the Executive Secretary is hereby authorized to enter into a 6-month Exclusive Negotiation Agreement with the Walbern Development for acquisition and development of certain Agency owned property located in the Compton Redevelopment Project Area.

Section 2. That a certified copy of this resolution shall be filed in the offices of the Executive Secretary, City Attorney, City Controller, Community Redevelopment Agency, and Clerk.

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Resolution No. ______Page 2

Section 3. That the Chairman shall sign and the Clerk shall attest to the adoption of this resolution.

ADOPTED this ______day of ______, 2011

______CHAIRMAN OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION

ATTEST:

______CLERK OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION

STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF COMPTON: ss

I, Alita Godwin, Clerk of the Urban Community Development Commission of the City of Compton, hereby certify that the foregoing resolution was adopted by the Commission, signed by the Chairman, and attested by the Clerk at the regular meeting thereof held on the _____ day of ______, 2011.

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

AYES: COMMISSIONERS- NOES: COMMISSIONERS- ABSENT: COMMISSIONERS-

______CLERK OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION

-42- #3. Property Profile

Property Information Site Address: 2000 WEST COMPTON BLVD, COMPTON, CA 90220

Assessor Parcel Number: 6138-004-005

Property Type: COMMERCIAL/INDUSTRIAL

Lot Size: 3,527 S.F / 0.0812 ACRES

Nearest Intersection: The property is located on the south west corner of W. Compton Blvd

and S. Central Ave.

Property Images A. Parcel Map: 2000 West Compton Blvd

B. Aerial Photo: 2000 West Compton Blvd, Compton, CA 90220

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Property Information Site Address: 2008 WEST COMPTON BLVD, COMPTON, CA 90220

Assessor Parcel Number: 6138-004-900

Property Type: VACANT LAND

Lot Size: 21,584 S.F. / 0.4955 ACRES

Nearest Intersection: The property is located along W. Compton Blvd facing north near the

south west corner of W. Compton Blvd and S. Central Ave.

Property Images A. Parcel Map: 2008 West Compton Blvd

B. Aerial Photo: 2008 West Compton Blvd

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Property Information Site Address: 2012WEST COMPTON BLVD, COMPTON, CA 90220

Assessor Parcel Number: 6138-004-902

Property Type: COMMERCIAL/INDUSTRIAL

Lot Size: 7,497 S.F / 0.1721 ACRES

Nearest Intersection: The property is located along West Compton Blvd facing north

between S. Amantha Ave. and S. Central Ave.

Property Images A. Parcel Map: 2012 West Compton Blvd

B. Aerial Photo: 2012 West Compton Blvd

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Property Information Site Address: 2024 WEST COMPTON BLVD, COMPTON, CA 90220

Assessor Parcel Number: 6138-004-001

Property Type: COMMERCIAL/INDUSTRIAL

Lot Size: 10,202 S.F / 0.2342 ACRES

Nearest Intersection: The property is located along on the south east corner of S. Amantha

Ave. and W. Compton Blvd.

Property Images A. Parcel Map: 2024 West Compton Blvd

B. Aerial Photo: 2024 West Compton Blvd

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David Bonanni Retail Financial Services (949) 458-5703 Office Vice President CA2-5116 (949) 272-4515 Fax Market Director of Real Estate 24085 El Toro Road [email protected] Southern CA Region Laguna Hills, CA 92653

October 26, 2010

Dr. Kofi Sefa-Boakye Director Compton Community Redevelopment Agency 205 S. Willowbrook Ave Compton, CA 90220

Re: JP Morgan Chase’s Interest In building Chase Bank Branches in Compton

Dear Dr. Sefa-Boakye:

It was a pleasure to meet with you and your staff at the ICSC conference in San Diego last month. Pursuant to our conversation, please let this letter serve as our interest in pursuing potential opportunities to develop one or more Chase bank branches in the following areas in Compton:

1.) SWC of Central and Compton Blvd.

In addition to the above, I would consider any other sites that make sense to us.

Chase is excited at the opportunities available, and I feel confident that Chase would be a valuable corporate citizen to your community.

I look forward to working with you, your staff, and development partners.

Should you have any questions, please feel free to call me at (949) 458-5703.

Sincerely,

David Bonanni Vice President, Market Director of Real Estate

-47- #3. Compton & Central Development Proposal 1

Walbern Development Southwest Corner of Compton Boulevard and Central Avenue Development Proposal

City of Compton Community Redevelopment Agency

Walbern Development February 25, 2011 -48- #3. Compton & Central Development Proposal 2

Table of Contents

Description of Firm ...... 2 Mission ...... 2 Quality and Innovation ...... 2 Our Values ...... 2 Development Capabilities ...... 3 Good partner, good neighbor...... 3 Development Scheme ...... 4 Proposed Project ...... 4 Proposed Tenant Mix ...... 4 Preliminary Site Rendering ...... 5 Development Experience ...... 6 Completed Walbern Development Commercial Projects ...... 6 Completed Walbern Development Residential Projects ...... 6 Walbern Development Commercial Projects under Development ...... 6 Walbern Development Residential Projects under Development ...... 6 Biography ...... 7 Background ...... 7 Development Philosophy ...... 7

Walbern Development February 25, 2011 -49- #3. Compton & Central Development Proposal 1

February 25, 2011

Dr. Kofi Sefa-Boakye, Director Mr. Michael Antwine, Deputy Director 205 South Willowbrook Avenue Compton, CA 90220

RE: Southwest Corner of Compton Blvd. & Central Ave. - Request for Exclusive Negotiation Agreement

Dear Dr. Sefa-Boakye & Mr. Antwine:

The Walbern Development Company is pleased to offer this request for award of an Exclusive Negotiation Agreement (“ENA”) for the southwest corner of Compton Boulevard & Central Avenue (“Project Site”). The Walbern Development Company intends to enter into an Exclusive Negotiation Agreement with the City of Compton Community Redevelopment Agency (“Agency”) for the development of a commercial center at the Project Site.

It is our understanding that the site previously included dilapidated and blighted structures that have been demolished and removed. Walbern Development believes that the redevelopment of these properties into a commercial project will assist the Agency in its revitalization goals, and provide additional retail and dining opportunities for Compton residents. In addition, the revitalization of this key intersection will help signify Compton’s ongoing transformation.

The Walbern Development requests an ENA covering the following parcels of real property located at 2200 West Compton Boulevard. The Walbern Development proposes an ENA that would be in effect for a one hundred and eighty (180) day period following the effective date of the ENA. At the termination of the ENA period, a development and disposition agreement would be formulated and entered into between the Walbern Development and the Agency. The Walbern Development understands that while the Agency may have many firms interested in the site, the proposal of the Walbern Development separates itself because;

1. it is fully capitalized and does not require financing to undertake the proposed development; 2. it proposes to execute leases with tenants within 120 days of the ENA execution; 3. it proposes an ENA deposit of $25,000; and 4. it is a high quality developer with a proven retail track record.

Walbern Development’s in-depth knowledge of commercial development and leasing coupled with the Agency’s foresight will result in a transformative place for Compton residents. In addition, it is our intention to make maximum use of local labor within an overall strategy of efficiency and effectiveness.

Sincerely,

Matt Waken President Walbern Development

Walbern Development February 25, 2011 -50- #3. Compton & Central Development Proposal 2

Description of Firm

Mission

The Walbern Development is a regional developer of successful community shopping centers; focusing its efforts on smaller parcels that when developed properly, can have a significant impact on the community.

Quality and Innovation

Quality is the underlying foundation for every Walbern Development project. We believe that employing local talent and labor will always yield higher dividends for both our investors and the community we serve. The Walbern Development is committed to employing the latest technology and methods, which produce superior shopping centers.

Our Values

We believe in quality service to our customers. The primary reason we are in business is to serve our customers. Our customers are the tenants in our shopping centers and investment partners. When we serve our customers well, success follows.

We believe that by using sound judgment and thorough diligence, combined with disciplined entrepreneurship, we can be the industry leader in a highly competitive and ever-changing market. Additionally, we seek to create value for our customers and partners through leading- edge operating systems and ongoing process improvements.

We believe the capital and trust that our shareholders have invested in our company are precious assets.

We believe that our people are our most important resource. Our staff is key in providing customers with quality service, creating and executing industry-leading systems and in building value.

We believe in teamwork. Pooling the multifaceted talents of the team will produce results that are best for our customers and for the company.

We believe in being good stewards of our communities through developing and operating thriving and environmentally sustainable shopping centers and contributing to the betterment of our communities are in the best interest of our company and our people.

Walbern Development February 25, 2011 -51- #3. Compton & Central Development Proposal 3

Development Capabilities

Working with the community is paramount. From the outset, The Walbern Development develops centers understanding whom our tenants will serve. Merchandising expertise and sensitivities to the local communities plays an invaluable role in working with municipalities to secure critical entitlements, to stay on course and on time.

Community support begets political support. Walbern Development’s ability to self-fund gives us the distinct advantage of being able to move quickly to capitalize on opportunities, as well as the flexibility to consider complex or long-term projects because we have the resources to see them through.

Good partner, good neighbor.

Being good stewards of the communities we serve is one of Walbern Development’s core beliefs. We know that the key to success is collaboration.

Walbern Development February 25, 2011 -52- #3. Compton & Central Development Proposal 4

Development Scheme

Proposed Project The proposed development scheme will consist of a neighborhood commercial center with approximately 20,000 sq.ft. of development. The Walbern Development understands the Agency’s desire to maximize the development potential of the site.

Walbern Development will make every effort to employ local labor and talent for the design and construction of the project. The center will be a Class-A retail shopping center, featuring a beautiful and inviting water feature, in keeping with Compton’s overall smart growth designs and proposed aesthetics. In addition, ample outdoor seating will be provided to create a sense of place and community for Compton residents. Lastly, a landscape architect will be an integral part of the design team, to ensure that deciduous and drought resistant plants are used to create a lush and vibrant feel. Proposed Tenant Mix The Walbern Development has reached out to various national retailers regarding the proposed project, and received positive feedback from a number of retailers including Chase Bank who has submitted a Letter of Interest for the Project Site. Discussions with retailers, in particular several restaurants, are ongoing. Walbern Development has committed to self-finance the construction of the Project and would require no financing contingencies to proceed with any portion of the development.

Walbern Development February 25, 2011 -53- #3. Compton & Central Development Proposal 5

Preliminary Site Rendering

Walbern Development February 25, 2011 -54- #3. Compton & Central Development Proposal 6

Development Experience

Completed Walbern Development Commercial Projects

223 North First Street, Arcadia, CA 22,000 SF Office Building 488 Santa Clara, Arcadia, CA 90,000 SF Office Building 1201 North Todd, Azusa, CA 200,000 SF Industrial Project Carlsbad Plaza North, Carlsbad, CA 200,000 SF Von’s Anchored Center Carlsbad Plaza South, Carlsbad, CA 90,000 SF Smart & Final Center K-Mart Center, Albuquerque, NM 100,000 SF K-Mart Anchored Center Hacienda Plaza, Hacienda Heights, CA 90,000 SF Ralph’s Anchored Center

Completed Walbern Development Residential Projects

Southern California 250+ Single Family Units Albuquerque, NM 1,000 Apartment Units 600 S. Orange Grove, Pasadena, CA 6 unit Luxury Condominium Project Mayflower & Duarte Rd., Monrovia, CA 5 unit Planned Unit Development Verdimont, CA 100-lot subdivision

Walbern Development Commercial Projects under Development

11 acres, Pomona, CA Grocery Anchored Center 7232 Rosemead Blvd., San Gabriel, CA Retail Strip Development 4 acres, Whittier, CA Retail Development 3 acres Lancaster, CA Retail Development 13127 Garvey, Baldwin Park, CA Industrial Project 25 acres, Pomona, CA Retail Development 5-Acre Outparcel, Yucca Valley, CA Home Depot Anchored Center, PetsMart, 99 Cent Store, Farmer Boys, and Auto Zone 9-Acre Parcel, Hesperia, CA Arco Gas Station, Jack in the Box, Starbucks, Hotel

Walbern Development Residential Projects under Development

1402 California, Monrovia, CA 16 Unit Live/Work Lofts 4704 Peck Road, El Monte, CA 39 Unit Mixed-Use Project 10240 Commerce, Tujunga, CA 18 Unit Apartment Complex

Walbern Development February 25, 2011 -55- #3. Compton & Central Development Proposal 7

Biography

Matthew J. Waken 29222 Rancho Viejo Road, Suite 207 San Juan Capistrano, CA 92675 (626) 710-6377

Background

After graduating from USC in 1992, Matt took over the management of the H.C. and J.M. Waken Family Trust. With the investment backing of his trust and twenty West San Gabriel Valley Physicians for over thirty years, Matt was able to develop numerous office, residential, retail and industrial projects. Along with the projects listed in this proposal, Matt also developed over 500 Single Family Custom Homes and Condominiums in various cities across the San Gabriel Valley.

Development Philosophy

As Manager of the Waken Family Trust, Matt seeks development opportunities by targeting growth urban and major metropolitan areas that have desirable housing, employment, demographic, traffic and other economic attributes for successful development projects. Matt’s development strategy shall include the following:

Acquire land parcels to develop and sell build-to-suit buildings. Acquire, entitle and develop vacant land for retail development consisting of retail shop space, pad sites for major tenants and build-to-suit buildings. Based on market conditions, the Walbern Development may hold operating ground leases and retail shop spaces for periods of up to five years. Seek opportunities to redevelop value added properties located in major metropolitan areas that exhibit strong demographics and employment growth. Acquire strategic residential and retail portfolios that offer value added opportunities.

Walbern Development February 25, 2011 -56- #3.

RESOLUTION SIGN-OFF FORM

DEPARTMENT: Community Redevelopement

RESOLUTION TITLE: A RESOLUTION OF THE URBAN COMMUNITY DEVELOPMENT COMMISSION, ACTING AS THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING THE EXECUTIVE SECRETARY TO ENTER INTO AN EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND WALBERN DEVELOPMENT TO WORK OUT THE TERMS AND CONDITIONS OF A DISPOSITION AND DEVELOPMENT AGREEMENT FOR THE ACQUISITION AND DEVELOPMENT OF CERTAIN PROPERTY LOCATED IN THE COMPTON REDEVELOPMENT PROJECT AREA IN CONNECTION WITH THE AGENCY’S 2010 TAX ALLOCATION BOND PROGRAM

DEPARTMENT MANAGER’S SIGNATURE DATE

REVIEW / APPROVAL

CITY ATTORNEY DATE

CITY CONTROLLER DATE

CITY MANAGER DATE

Use when:

Public Works: When contracting for Engineering Services.

City Attorney: When contracting for legal services; contracts that require City Attorney’s review.

Controller/Budget Officer: Amending Budget; appropriating and/or transferring funds; adding and/or deleting positions; any resolution having account numbers.

Asst. City Manager/OAS: All personnel actions.

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