NOTICE GOVERNING BODY OF THE SUCCESSOR AGENCY. AGENDA Tuesday, February 19, :00 PM WORKSHOPS HEARINGS OPENING

NOTICE The Successor Agency to the Compton Community Redevelopment Agency, is a distinct and separate legal entity from the City of Compton, and was established by Resolution No. 1, adopted on February 7, 2012. The Successor Agency is limited to the assets and liabilities of the dissolved Community Redevelopment Agency (CRA) of the City of Compton and shall have the authority to perform the functions and duties described in Part 1.85 to Division 24 of the California Health and Safety Code. GOVERNING BODY OF THE SUCCESSOR AGENCY AGENDA Tuesday, February 19, 2013 6:00 PM WORKSHOPS HEARINGS OPENING ROLL CALL PUBLIC COMMENTS ON AGENDA AND NONE-AGENDA ITEMS APPROVAL OF MINUTES EXECUTIVE DIRECTOR REPORTS GENERAL COUNSEL REPORTS CLOSED SESSION UNFINISHED BUSINESS

-2- Successor Agency Tuesday, February 19, 2013 NEW BUSINESS 1. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING SUBMISSION TO THE COMPTON OVERSIGHT BOARD A PROPOSED PURCHASE BY STEWARD DEVELOPMENT, INC. AND SOUTH LOS ANGELES ECONOMIC ALLIANCE OF CERTAIN SUCCESSOR AGENCY OWNED PROPERTY LOCATED AT 1117 SOUTH LONG BEACH BOULEVARD 2. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING AN AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND KEYSER MARSTON ASSOCIATES, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE PREPARATION OF THE SUCCESSOR AGENCY'S RECOGNIZED OBLIGATION AND PAYMENT SCHEDULES (ROPS 13-14A) FOR SUBMISSION TO THE COMPTON OVERSIGHT BOARD DIRECTORS COMMENTS ADJOURNMENT

February 19, 2013 TO: FROM: SUBJECT: CHAIRMAN AND BOARDMEMBERS EXECUTIVE DIRECTOR A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING SUBMISSION TO THE COMPTON OVERSIGHT BOARD A PROPOSED PURCHASE BY STEWARD DEVELOPMENT, INC. AND SOUTH LOS ANGELES ECONOMIC ALLIANCE OF CERTAIN SUCCESSOR AGENCY OWNED PROPERTY LOCATED AT 1117 SOUTH LONG BEACH BOULEVARD SUMMARY Staff respectfully request authorization from the Board of Directors to authorize the Executive Director to submit to the Compton Oversight Board a proposed purchase by Steward Development, Inc., and South Los Angeles Economic Alliance of certain Successor Agency owned property located at 1117 S. Long Beach Blvd. in the City of Compton. BACKGROUND In accordance with its strategic and aggressive efforts to stimulate private sector investment into the community to expand the City s tax base, the Successor Agency to the Community Redevelopment Agency (Agency) has continuously sought out prestigious and accomplished developers as partners in the redevelopment of Compton. These efforts are in an attempt to transform the City of Compton s physical, economic, and social fabric into a vibrant, commercial retail center and destination place for new housing and moderate income residents. These policy objectives were established based on 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 and the City s adopted Smart Growth Road Map/Plan in November 2010. Based on the foregoing, the Successor Agency is implementing and winding down the numerous commercial retail and housing developments throughout the City. STATEMENT OF THE ISSUE In furtherance of this economic development effort, the Successor Agency has received a proposal from Steward Development, Inc. and the South Los Angeles Economic Alliance, who Page 1 of 6

are well established developers in the areas of commercial and residential development and local economic development initiatives. Steward Development has recently completed the following commercial and residential projects: Newmark Wholesale Mart project; Santa Monica Centinela Residential Development Park Plaza Hotel; Los Angeles County Sheriff Training Center; Flexa Galleria Interior Project; Santa Carlotta Residential project Hamilton High School; Martin Luther King Jr. Drew Medical Center project; and many other similar developments. Steward Development proposes to develop a mixed-use senior housing and retail development on a Successor Agency owned property located at 1117 S. Long Beach Blvd. The scope of the project includes 5,000 square feet of ground floor commercial/retail and 2-3 levels of affordable senior housing units. The developer proposes to construct approximately 80 senior housing units on the site. To that extent, the developer and Agency have had preliminary discussions with the City s Planning department regarding this type of development concept and if approved, the developer will be working closely with the Planning and Building and Safety Department through the City s development Entitlement process to determine the appropriate number of housing units and retail space allowable at the site; as well as incorporating handicap and visitor parking spaces onsite and conduct all of the required environmental and traffic studies required as part of the development entitlement process. The rents for the senior housing units will be set at a fixed rate not to exceed the low-income limits determined by the U.S. Department of Housing and Urban Development (HUD). However, the developer may allow a certain percentage of units for moderate income seniors. FEASIBLITY ANALYSIS Staff s methodology for determining the property valuation was based on the current market conditions and the economic feasibility model used to determine the residual land value for a low-income senior housing project. Another example of this type of land valuation methodology can be identified within the City Council approved Meta Housing project. Based on the forgoing information, a land price for new senior housing construction was valued at $15.36 per square foot. The total acreage for this project is 1.24 acres or 52,080 square feet. The Agency through its 2010 Tax Allocation Bonds has committed $1.3 million dollars to the development for the retention of the affordability covenants attached to each unit to maintain the rents at a low-income level for the eligible senior citizens that will reside in the development. These bond funds were approved by the Urban Community Development Commission under resolution #1,808. Furthermore, these funds have been identified in the Successor Agency s Due Diligence Review (DDR) Report as Restricted funds. As such as, restricted funds are not available to be remitted back to the State Department of Finance under the claw back provisions of Assembly bill 1484. Page 2 of 6

In addition, to the restrictive nature of the official statement that mandates the use of the 2010 Tax Allocation Bond proceeds; the allocation of $1.3 million dollars to this project provides the project with a competitive advantage under the State of California s 9% Tax Credit Application (competitive) process. The bond funds along with the purchase price for the property will provide the developer with a higher tax credit equity ratio (score), which allows the project to request less funds from the State, creates more efficient leverage (use) of external financing resources; and therefore making the project more feasible and competitive in the application process. While the developer is not solely dependent on Tax Credit funds for this project, if awarded Tax credit funds the total costs for the project would be reduced and allow for greater flexibility within the development pro forma. HOUSING NEEDS ANALYSIS Staff has researched and performed detailed analysis on the housing needs of senior citizens in the City of Compton and within Los Angeles County. To that extent, the following information provides a compelling need for the City to develop and implement an action plan to address the deficiency in the City s available and immediate housing stock to meet the needs of the City s growing senior population. Special Needs Groups: Currently, more than 7% of the City of Compton s population is seniors and senior citizens are more than 15% of the Head of Household in the City. Additionally, according to the CHAS data book documents that at least 3,258 senior households have a medium family income of less than or equal to the Los Angeles County. These statistics indicate that there is a need for assistance for seniors in securing safe decent affordable housing in Compton. Population Growth and Age: Facts: a) The City s population has had an average growth rate of 7% over the past 20 years from 1990 2010; however the City s housing stock has only increased at a rate of 2.5% over the same 20 year period. (U.S. Census Bureau, 1980, 1990, 2000 and DOF 2009). b) The Agency s approved Five-Year Implementation Plan (January 2010) identified approximately 244 housing units that need to be developed in the city over the next five (5) years. Action Item: Develop policies, goals, objectives and a strategic plan to attract high quality affordable housing to meet the population growth issues and demands of the City. A. City of Compton - Housing Element (Draft General Plan 2030) a. Housing Goal# 2: The City of Compton will implement the following: i. Increase its efforts with private housing developers to increase the availability of market rate housing for homeowners and renters Page 3 of 6

ii. Implement land use policies which allow for a range of residential densities, including single family, townhomes, apartments and condominiums. iii. Encourage private sector production of for sale and rental housing for special needs groups: low-income, the elderly (seniors), disabled persons, large families, Female head of household and homeless. iv. Promote the development of senior housing and low and moderate income housing by providing density bonuses and other incentives in Section 65915 of CGC. v. Assisting residential developers in locating suitable land for housing development vi. City will locate higher density residential development in close proximity to public transportation, municipal services, and recreation ECONOMIC BENEFITS The subject property is located off Long Beach Blvd., a major arterial thoroughfare in the City. The development of a high quality mixed-use Senior Housing and commercial development project, as proposed by the developer, will offer several economic benefits to the City, such as: 1. The Commercial retail component of this project is estimated to create 8-10 jobs. The developer will work with the City s Careerlink and Local Workforce Employment agency to ensure that qualified Compton residents are hired in all phases of the development. 2. The commercial retail (5,000 square feet) component of the project will generate approximately $12,000 annual sales tax to the City s General Fund. 3. The City will receive increased property tax revenue, because the property currently does not participate in the property tax roll as public land. Once the development is completed, the project is estimated to have a value of approximately $16 million dollar of new property tax value. 4. The City s General Fund would receive an estimated $600,000 in one-time development permit fees. 5. The City of Compton, as the Successor Housing Agency would receive $800,000 in land sales proceeds for implementation of Housing related activities eligible under the California Redevelopment Law. The developer anticipates that the construction schedule for this project will be 12 to 16 months. Page 4 of 6

DEVELOPMENT IMPACT ANALYSIS Public Safety: 1.) Sheriff Department: a. Agency staff is researching with the LA County Sheriff department the crime statistics for the area in/around Long Beach Blvd. However, as a matter of Economic Development and Redevelopment principles. The removal of blight, the rededication of underutilized land for a specific high-use purpose, improved aesthetic appearance of an area will tend to deter criminal activity. The reason being that new development creates an increase of pedestrian and auto traffic into the area and increased security and lighting, which presents a less attractive environment for criminal activity to be present. 2.) Compton Fire Department: a. Staff and developer have contacted the City s Fire Department regarding their input on the proposed development. The Fire Department has indicated that the building will need a fully compliant sprinkler system and the fire engine and personnel will need full access to the building. Also, once the project has begun, the Fire Department will coordinate with adjoining jurisdictions as needed City s Infrastructure: 1.) Public Works Department: As part of the development entitlement process the Public Works Department/Engineering Division will provide comments on the size and need of the infrastructure improvements for the project as part of their review of the project plans and specifications. 2.) Compton Water Department: As part of the development entitlement process the Water department will provide comments on the size and need of the infrastructure improvements for the water lines to the site as part of their review of the project plans and specifications. 3.) Planning Department: Staff and developer have met with the Planning staff and they have indicated that the project does comply and adheres with the City of Compton Draft General Plan 2030. In addition, Planning staff has indicated that the following information will be required of the project: 1.) The density limit in the commercial zone is one Senior unit per 1,250 square feet of lot area. 2.) Parking will be 1.5 spaces per unit plus one guest space per 4 units. 3.) Circulation Requirements will be determined when the CUP and CEQA applications are submitted and reviewed. 4.) A Mitigated Negative Declaration will be required. 5.) The height limit is 75 feet. 6.) Shadow casting, compatibility with the abutting residences, traffic, light glare, commercial uses must be address as part of the Conditional Use Permit process with the Planning Commission. Page 5 of 6

FISCAL IMPACT There is no negative fiscal impact to the City s General Fund with the approval of this resolution. Through the City s development permit fee process, staff has estimated that the City s General Fund would receive $600,000 in fees for this project. Steward Development, Inc. is proposing to purchase the site from the Successor Agency for $800,000 dollars. The proceeds from the sale of this property will be retained by the City of Compton (acting as the Successor Housing Agency to the Community Redevelopment Agency), for use to implement the housing activities and projects of the former Community Redevelopment Agency. The use of the sales proceeds from this project are restricted in accordance with the Health and Safety Code Section 34176(d) which states that any funds generated from housing assets shall be maintained in a separate Low and Moderate Income Housing Asset Fund...Funds in this account shall be used in accordance with applicable housing related provisions of the Community Redevelopment Law.. The Successor Agency has funds allocated in its 2010 Tax Allocation Bond Series A housing proceeds for this project in the amount of $1,300,000 dollars that are available in account number 3070-91-0000-4266. The current balance in this account is $6,100,000 dollars. These bond funds will be allocated to subsidize the rents to an affordable level for the senior citizen tenants. RECOMMENDATION Staff respectfully request approval of this resolution and authorization from the Board of Directors to direct the Successor Agency staff to submit to the Compton Oversight Board a proposed purchase by Steward Development, Inc. and South Los Angeles Economic Alliance of certain Successor Agency owned property located at 1117 S. Long Beach Blvd. in the City of Compton. Note: The Compton Oversight Board and the DOF will have the final approval of this transaction. DR. KOFI SEFA-BOAKYE, DIRECTOR SUCCESSOR AGENCY APPROVED FOR FORWARDING: G. HAROLD DUFFEY EXECUTIVE DIRECTOR Page 6 of 6

RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING SUBMISSION TO THE COMPTON OVERSIGHT BOARD A PROPOSED PURCHASE BY STEWARD DEVELOPMENT, INC. AND SOUTH LOS ANGELES ECONOMIC ALLIANCE OF CERTAIN SUCCESSOR AGENCY OWNED PROPERTY LOCATED AT 1117 SOUTH LONG BEACH BOULEVARD WHEREAS, in accordance with its strategic and aggressive efforts to stimulate private sector investment into the community to expand the City s tax base, the Successor Agency to the Community Redevelopment Agency (Agency) has continuously sought out prestigious and accomplished developers as partners in the redevelopment of Compton; and WHEREAS, the Agency s efforts are in an attempt to transform the City of Compton s physical, economic, and social fabric into a vibrant, commercial retail center and destination place for new housing and moderate income residents. These policy objectives were established based on 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 and the City s adopted Smart Growth Road Map/Plan in November 2010; and WHEREAS, in furtherance of this economic development effort, the Successor Agency has received a proposal from Steward Development, Inc. and the South Los Angeles Economic Alliance, who are well established developers in the areas of commercial and residential development and local economic development initiatives; and WHEREAS, Steward Development has recently completed the following commercial and residential projects: Newmark Wholesale Mart project; Santa Monica Centinela Residential Development Park Plaza Hotel; Sheriff Training Center; Flexa Galleria Interior Project; Santa Carlotta Residential project Hamilton High School; Martin Luther King Jr. Drew Medical Center project; and many other similar developments; and WHEREAS, Steward Development proposes to develop a mixed-use senior housing and retail development on a Successor Agency owned property located at 1117 S. Long Beach Blvd. The scope of the project includes 5,000 square feet of ground floor commercial/retail and 2-3 levels of affordable senior housing units. The developer proposes to build up to 80 senior housing units on the site (subject to City approval); and WHEREAS, the developer and Agency have had preliminary discussions with the City s Planning department regarding this type of development concept and if the project is approved, the developer will be working closely with the Planning and Building and Safety Department to determine the appropriate number of housing units and retail space allowable at the site; as well as incorporating handicap and visitor parking spaces onsite and conduct all of the required environmental and traffic studies required as part of the City s Development Entitlement process; and WHEREAS, the rents for the senior housing units will be set a fixed a rate not to exceed the low-income limits set by the U.S. Department of Housing and Urban development (HUD). However, some of the units maybe set-aside for market affordable rents for seniors; and WHEREAS, staff s methodology for determining the property valuation was based on the current market conditions and the economic feasibility model used to determine the residual land value for a low-income senior housing project. Another example of this type of land valuation methodology can be identified within the City Council approved Meta Housing project. Based on the forgoing information, a land price for new senior housing construction was valued at $15.36 per square foot. The total acreage for this project is 1.24 acres or 52,080 square feet; and

Resolution No. Page 2 WHEREAS, the Agency through its 2010 Tax Allocation Bonds has committed $1.3 million dollars to the development for the retention of the affordability covenants attached to each unit to maintain the rents at a low-income level for the eligible senior citizens that will reside in the development. These bond funds were approved by the Urban Community Development Commission under resolution #1,808. Furthermore, these funds have been identified in the Successor Agency s Due Diligence Review (DDR) Report as Restricted funds. As such as, restricted funds are not available to be remitted back to the State Department of Finance under the claw back provisions of Assembly bill 1484; and WHEREAS, in addition to the restrictive nature of the official statement that mandates the use of the 2010 Tax Allocation Bond proceeds; the allocation of $1.3 million dollars to this project provides the project with a competitive advantage under the State of California s 9% Tax Credit Application (competitive) process. The bond funds along with the purchase price for the property will provide the developer with a higher tax credit equity ratio (score), which allows the project to request less funds from the State, creates more efficient leverage (use) of external financing resources; and therefore making the project more feasible and competitive in the application process. While the developer is not solely dependent on Tax Credit funds for this project, if awarded Tax credit funds the total costs for the project would be reduced and allow for greater flexibility within the development pro forma; and WHEREAS, staff has researched and performed detailed analysis on the housing needs of senior citizens in the City of Compton and within Los Angeles County. To that extent, the following information provides a compelling need for the City to develop and implement an action plan to address the deficiency in the City s available and immediate housing stock to meet the needs of the City s growing senior population: Special Needs Groups: Currently, more than 7% of the City of Compton s population is seniors and senior citizens are more than 15% of the Head of Household in the City. Additionally, according to the CHAS data book documents that at least 3,258 senior households have a medium family income of less than or equal to the Los Angeles County. These statistics indicate that there is a need for assistance for seniors in securing safe decent affordable housing in Compton. Population Growth and Age: Facts: a) The City s population has had an average growth rate of 7% over the past 20 years from 1990 2010; however the City s housing stock has only increased at a rate of 2.5% over the same 20 year period. (U.S. Census Bureau, 1980, 1990, 2000 and DOF 2009). b) The Agency s approved Five-Year Implementation Plan (January 2010) identified approximately 244 housing units that need to be developed in the city over the next five (5) years. Action Item: Develop policies, goals, objectives and a strategic plan to attract high quality affordable housing to meet the population growth issues and demands of the City. A. City of Compton - Housing Element (Draft General Plan 2030) a. Housing Goal# 2: The City of Compton will implement the following: i. Increase its efforts with private housing developers to increase the availability of market rate housing for homeowners and renters ii. Implement land use policies which allow for a range of residential densities, including single family, townhomes, apartments and condominiums. iii. Encourage private sector production of for sale and rental housing for special needs groups: low-income, the elderly (seniors), disabled persons, large families, Female head of household and homeless. iv. Promote the development of senior housing and low and moderate income housing by providing density bonuses and other incentives in Section 65915 of CGC.

Resolution No. Page 3 v. Assisting residential developers in locating suitable land for housing development vi. City will locate higher density residential development in close proximity to public transportation, municipal services, and recreation WHEREAS, the subject property is located off Long Beach Blvd., a major arterial thoroughfare in the City. In addition, the development of a high quality mixed-use Senior Housing and commercial development project will offer several Economic benefits to the City, such as: 1. The Commercial retail component of this project is estimated to create 8-10 jobs. The developer will work with the City s Careerlink and Local Workforce Employment agency to ensure that qualified Compton residents are hired in all phases of the development. 2. The commercial retail (5,000 square feet) component of the project will generate approximately $12,000 annual sales tax to the City s General Fund. 3. The City will receive increased property tax revenue, because the property currently does not participate in the property tax roll as public land. Once the development is completed, the project is estimated to have a value of approximately $16 million dollar of new property tax value. 4. The City s General Fund would receive an estimated $600,000 in one-time development permit fees. 5. The City of Compton, as the Successor Housing Agency would receive $800,000 in land sales proceeds for implementation of Housing related activities eligible under the California Redevelopment Law. The developer anticipates that the construction schedule for this project will be 12 to 16 months. WHEREAS, there is no negative fiscal impact to the City s General Fund with the approval of this resolution. Steward Development, Inc. is proposing to purchase the site from the Successor Agency for $800,000 dollars. The proceeds from the sale of this property will be retained by the City of Compton (acting as the Successor Housing Agency to the Community Redevelopment Agency), for use to implement the housing activities and projects of the former Community Redevelopment Agency; and WHEREAS, the use of $800,000 in land sales proceeds from this project are restricted in accordance with the Health and Safety Code Section 34176(d) which states that any funds generated from housing assets shall be maintained in a separate Low and Moderate Income Housing Asset Fund...Funds in this account shall be used in accordance with applicable housing related provisions of the Community Redevelopment Law. ; and WHEREAS, the Successor Agency has funds allocated in its 2010 Tax Allocation Bond Series A housing proceeds for this project in the amount of $1,300,000 dollars that are available in account number 3070-91-0000-4266. The current balance in this account is $6,100,000 dollars. These funds will be allocated to subsidize the rents to an affordable level for the senior citizen tenants; and WHEREAS, the Compton Oversight Board and the DOF will have the final approval of transaction this agreement and specifically the purchase price and land value determination for the specific type of use intended. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON HEREBY RESOLVES AS FOLLOWS: Section 1. That the Board of Directors hereby authorizes the Executive Director to submit to the Compton Oversight Board a proposed purchase by Steward Development, Inc., and South Los Angeles Economic Alliance of certain Successor Agency owned property located at 1117 S. Long Beach Blvd. in the City of Compton.

Resolution No. Page 4 Section 2. That there is no negative fiscal impact to the City s General Fund with the approval of this resolution. Steward Development, Inc. is proposing to purchase the site from the Successor Agency for $800,000 dollars. The proceeds from the sale of this property will be retained by the City of Compton (acting as the Successor Housing Agency to the Community Redevelopment Agency), for use to implement the housing activities and projects of the former Community Redevelopment Agency Section 3. That The Successor Agency has funds allocated in its 2010 Tax Allocation Bond Series A housing proceeds for this project in the amount of $1,300,000 dollars that are available in account number 3070-91-0000-4266. The current balance in this account is $6,100,000 dollars. These funds will be allocated to subsidize the rents to an affordable level for the senior citizen tenants. Section 4. That a certified copy of this resolution shall be filed in the offices of the Executive Director, City Attorney, City Controller, Successor Agency, and City Clerk. Section 5. That the Chairman shall sign and the Clerk shall attest to the adoption of this resolution. ADOPTED this day of, 2013. CHAIRPERSON OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON ATTEST: SECRETARY OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF COMPTON: ss

Resolution No. Page 5 I, Alita Godwin, Secretary of the Successor Agency to the Community Redevelopment Agency of the City of Compton, hereby certify that the foregoing resolution was adopted by the Commission, signed by the Chairman, and attested by the Secretary at the regular meeting thereof held on the day of, 2013. That said resolution was adopted by the following vote, to wit: AYES: BOARD MEMBERS- NOES: BOARD MEMBERS- ABSENT: BOARD MEMBERS- SECRETARY OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON

Joseph Lee Steward Development, Inc. The Steward Development 747 E. 10th St. Suite 401 Los Angeles, CA 90021 Direct: (562) 896-9632 October 10, 2012 Michael Antwine Deputy Director City of Compton Community Redevelopment Agency 205 S. Willowbrook Avenue Compton, California 90220 RE: SENIOR HOUSING DEVELOPMENT PROJECT IN THE CITY OF COMPTON Dear Michael Antwine: We are pleased to present our proposal to develop the parcels (APN: 6164-008-901, 902, 903, 904, and 905 / Approx. 1.244 acres) for the Sr. Housing Development Project in the City of Compton. The Steward Development, Inc. offers unparalleled expertise in Sr. apartment and mixed-use development. Sr. housing project demands the highest level of construction experience and expertise. In particular, our financial team has many strong investment sources (HUD financial support, EB-5 fund, Korean Woori Bank PF, China Private funds, etc.) to invest our project. Our Sr. housing and mix-used project will help to satisfy the growing demand of Sr. housing and to develop the local community. BACKGROUND Recent studies by the County of Los Angeles Community and Senior Services have projected that the number of L.A. County residents over age 60 will double over the next 20 years, going from a current estimate of 1.5 million to almost 3 million. Many seniors and their families will be making difficult decisions related to housing and health care, and there is a growing demand for affordable senior housing services. The demand for senior housing is high, and vacant units fill quickly. 32 months are the average length of time a senior waits for affordable housing in California. Some wait as long as six years.

DESCRIPTION OF PROPOSED PROJECT The proposed project is a Sr. Housing and mixed-use commercial project. The proposed area is approximately 1.244 acres of land on S. Long Beach Blvd. and E. Coldwell St.. The project will be one (1) building. The ground floor will include approximately 5,000 sq.ft. of retail space. The Sr. Housing units will be the 4 floors above the commercial level. The Sr. Housing project includes 96 units of rental housing. The apartment will be 80 studio and 16 one-bedroom. Included will be on-site laundry facilities, courtyard, recreation areas and a senior servicing facilities. DEVELOPMENT TEAM Our Team consists of: Company Role Contact Telephone Steward Development, Inc. Developer Joseph Lee (562)896-9632 South Los Angeles Economic Alliance Co-Developer Bill Raphiel (310)435-5318 Hirex Corporation Constructor Kevin Yoon (213)623-0820 Amstar Investment, Inc. Investor Jay Lee (213)663-2041 Our team brings a spectrum of cultures and a vast amount of experience in the real estate industry, including development, design and architecture, financing, construction and property management

ATTACHMENT The items below are attached: Resumes of Key Persons of our Team Site Plan, Floor Plan, and Elevation Property Title Profile and Plat Map Construction Estimate Construction Schedule Steward Development, Inc. extends its appreciation to the City of Compton for the opportunity to submit this proposal, and, should you have any further questions please contact: Sincerely, Joseph Lee / President The Steward Development 747 E. 10th St. Suite 401 Los Angeles, CA 90021 Direct: (562) 896-9632

RESUMES Joseph Lee Steward Development, Inc. Joseph Lee is the President of Steward Development, Inc. Mr. Lee has a wide range of experience in housing and commercial development including construction programs, project feasibility and site analysis, property management and the building approval process. Mr. Lee has been working in the development industry for over 15years in operation and management of activity and experienced. He is a seasoned veteran of the construction trade. He has successfully completed over numerous project as well as manages the financial operation of the projects. With his depth of knowledge in the development industry, he has been able to provide the best services thru by construction management as well as the best quality and the project schedule. Experience: Newmark Wholesale Mart Project /Granville Residential Project / Santa Carlotta Residential Project / Newmark Wholesale Mart Project (U$ 13.2Million New Construction) /Tokyo Grill Restaurant Project / Santa Monica Centinela Residential Project / Park Plaza Hotel Elevator Renovation Project / Sheriff Training Center Project / Zen Restaurant Project /Towne Wholesale Mart Project (Construction Management) /Martin Luther King Jr. Drew Medical Center Project / Atlantic Park Pool Project / Hamilton High School Project / Lassalette Middle School Project / Flexa Glendale Galleria Interior Project / SPWM Escalator Addition Project / Pardee Scout Sea Basin Project Bill Raphiel South Los Angeles Economic Alliance Bill Raphiel is a visionary with strong interpersonal skills and the ability to get the job done. In his illustrious career, Mr. Raphiel has proven himself to be an advocate for community development through his dedication and service to improving and empowering organizations through the development of services and information sharing. Beginning with his years as an Economic Development Administrator in Baldwin Park, to his years of service with Los Angeles Mayor Tom Bradley, Mr. Raphiel has been a proven strategist for the business community. His distinction as an economic development leader has offered him the opportunity to create and develop numerous projects for community-based, faith-based and housing organizations. Bill Raphiel is currently CEO of the South Los Angeles Economic Alliance (SLAEA). Through Mr. Raphiel s company, The Independent Consulting Group, he has joined with SLAEA to provide business and economic development expertise that fosters redevelopment of blighted areas within Southern California. In addition, he also provides assistance to public jurisdictions, community based organizations, faith-based and housing groups to develop strategies for revitalizing communities. Bill Raphiel has always provided his community and the communities he has represented with vast knowledge and information regarding the improvement of present conditions in community

development, housing development and business development. Mr. Raphiel has had the opportunity to establish numerous programs and create organizations that serve the purpose of expanding the knowledge and available resources to many organizations but specifically minority and women-owned enterprises. In his quest to improve, design and promote leadership and equality, Mr. Raphiel has established himself as an expert in the field of economic development. He has worked as Executive Director of the Lynwood Entrepreneur Development Academy (LEDA), a community based, non-profit business assistance organization where his responsibilities included two primary program components: (1) the Business Incubator program and (2) the Business Development Institute. As Executive Director, Mr. Raphiel and his staff provided technical assistant to its tenant incubator businesses to assist with their business growth and development. In return, those businesses were required to create job opportunities for local residents. Prior to this appointment as Executive Director of LEDA, Bill Raphiel spent twelve years as Deputy Director for former Los Angeles Mayor Tom Bradley, Office of Business and Economic Development. As Deputy Director, Mr. Raphiel was responsible for the general operation and development of all phases of the city s Small Business Development program, which included International Trade, Business Finance and directly overseeing the city s Minority Business Outreach program. Bill Raphiel received a Bachelor of Science Degree in Public Administration from the University of Southern California and an Associate of Arts Degree in Political Science from Compton Community College. Mr. Raphiel will serve as the lead on the update of five (5) proposed CEDS and have full oversight of the project. Under his guidance, Mr. Raphiel will ensure that all work is done in a timely manner and meets the guidelines and approval of the U.S. Department of Commerce, Economic Development Administration(EDA). Jay Lee Amstar Investments, Inc. Jay Lee currently serves as Chairman for Amstar Investments, Inc. He has founded the Amstar Investments to bring global financing to South Korea and across the regions. Mr. Lee has over 20 years of experience in several sectors including corporate sales, international finance, real estate, commercial banking and EB-5 financing. The diverse area of expertise has positioned him to provide investment guidance to firms to South Korea. Mr. Lee has worked as a sales engineer for Westinghouse Electric Corporation, senior account executive for Johnson Controls, Inc. and an Auditor for Bank of America. He has graduated from University of Washington and holds a Bachelor of Science degree in Mechanical Engineering.

Kevin Yoon Hirex Corporation As the President, Kevin Yoon is a seasoned veteran of the construction trade. Not only is he a State Certified Licensed General Contractor, but also a Korean Licensed Professional Engineer. Kevin Yoon has over twenty-seven years of activity and experienced in General Construction Industry thru a lot of a State and Overseas projects. During this period he has established a solid foundation for the future by incorporating both technical and managerial expertise. As President for an owned business, he is responsible for client relations, management for overall projects and future business development.

FINANCING SOURCES Financial Support from HUD - Verbal Approval - Up to 70% of Project Cost Private Investor + Construction Loan - Chairman of Wilshire State Bank - 5M Individual Investment - Construction Loan from Wilshire State Bank EB-5 Fund from China - Available Fund: Up to 200M - Highly Interested / Project is qualified - By Amstar Investment, Inc. Woori Bank in Korea - Available Fund: Up to 50M - Initial Approved by Committee Pension Fund in Korea - Available Fund: Up to 100M - By Amstar Investment, Inc Letter of Intent will be released by all investors above as soon as we provide Land Site Control Letter and HUD initial Letter.

1 1 Primary Owner: COMPTON CITY Secondary Owner: Mail Address: 205 S WILLOWBROOK AVE COMPTON CA 90220 Site Address: 1215 S LONG BEACH BLVD COMPTON CA 90221 County: LOS ANGELES Assessor Parcel Number: 6164-008-901 Housing Tract Number: 9910 Lot Number: Page Grid: Legal Description: Tract No: 9910 Abbreviated Description: CITY:REGION/CLUSTER: 26/26647 TR#:9910 TR=9910 LOTS 1 AND 2 City/Muni/Twp: REGION/CLUSTER: 26/26647 Property Characteristics Bedrooms : Year Built : Square Feet : Bathrooms : Garage : Lot Size : 11,016 SF / 0.252 AC Total Rooms : Fireplace : Number of Units : 0 Zoning : COCL* Pool : Use Code : Parking Lot No of Stories : 1 Building Style : Sale Information Transfer Date : 12/17/2001 Seller : N/A Transfer Value : N/A Document # : Cost/Sq Feet : Title Company : Assessment & Tax Information Assessed Value : $23,108 Percent Improvement : Homeowner Exemption : Land Value : $23,108 Tax Amount : Tax Rate Area : 2-826 Improvement Value : Tax Account ID : Tax Status : Current Market Improvement Value : Market Land Value : Market Value : Tax Year : 2011 Data Deemed Reliable, But Not Guaranteed. Copyright 1998-2012 TitleProfile.com All Rights Reserved. All other trademarks and copyrights are the property of their respective holders. Provident Title Company https://www.titleprofile.com/profileproxy.asp?repmask=8-1 2012-06-25

1 1 Primary Owner: COMPTON CITY Secondary Owner: Mail Address: 205 S WILLOWBROOK AVE Site Address: COMPTON CA 90220 90221 County: LOS ANGELES Assessor Parcel Number: 6164-008-902 Housing Tract Number: 9910 Lot Number: 3 Page Grid: Legal Description: Lot: 3 Tract No: 9910 Abbreviated Description: LOT:3 CITY:REGION/CLUSTER: 26/26647 TR#:9910 TR=9910 LOT 3 City/Muni/Twp: REGION/CLUSTER: 26/26647 Property Characteristics Bedrooms : Year Built : Square Feet : Bathrooms : Garage : Lot Size : 5,502 SF / 0.126 AC Total Rooms : Fireplace : Number of Units : 0 Zoning : COCL* Pool : Use Code : Parking Lot No of Stories : 1 Building Style : Sale Information Transfer Date : 12/17/2001 Seller : N/A Transfer Value : N/A Document # : Cost/Sq Feet : Title Company : Assessment & Tax Information Assessed Value : $11,835 Percent Improvement : Homeowner Exemption : Land Value : $11,835 Tax Amount : Tax Rate Area : 2-826 Improvement Value : Tax Account ID : Tax Status : Current Market Improvement Value : Market Land Value : Market Value : Tax Year : 2011 Data Deemed Reliable, But Not Guaranteed. Copyright 1998-2012 TitleProfile.com All Rights Reserved. All other trademarks and copyrights are the property of their respective holders. Provident Title Company https://www.titleprofile.com/profileproxy.asp?repmask=8-1 2012-06-25

1 1 Primary Owner: COMPTON CITY Secondary Owner: Mail Address: 205 S WILLOWBROOK AVE Site Address: COMPTON CA 90220 90221 County: LOS ANGELES Assessor Parcel Number: 6164-008-903 Housing Tract Number: 9910 Lot Number: 4 Page Grid: Legal Description: Lot: 4 Tract No: 9910 Abbreviated Description: LOT:4 CITY:REGION/CLUSTER: 26/26647 TR#:9910 TR=9910 LOT 4 City/Muni/Twp: REGION/CLUSTER: 26/26647 Property Characteristics Bedrooms : Year Built : Square Feet : Bathrooms : Garage : Lot Size : 5,502 SF / 0.126 AC Total Rooms : Fireplace : Number of Units : 0 Zoning : COCL* Pool : Use Code : Commercial-Vacant Land No of Stories : Building Style : Sale Information Transfer Date : 12/17/2001 Seller : N/A Transfer Value : N/A Document # : Cost/Sq Feet : Title Company : Assessment & Tax Information Assessed Value : $11,835 Percent Improvement : Homeowner Exemption : Land Value : $11,835 Tax Amount : Tax Rate Area : 2-826 Improvement Value : Tax Account ID : Tax Status : Current Market Improvement Value : Market Land Value : Market Value : Tax Year : 2011 Data Deemed Reliable, But Not Guaranteed. Copyright 1998-2012 TitleProfile.com All Rights Reserved. All other trademarks and copyrights are the property of their respective holders. Provident Title Company https://www.titleprofile.com/profileproxy.asp?repmask=8-1 2012-06-25

1 1 Primary Owner: Secondary Owner: THE CITY OF COMPTON COMMUNITY REDEVELOPM, Mail Address: 11400 W OLYMPIC BLVD # 9TH LOS ANGELES CA 90064 Site Address: 1117 S LONG BEACH BLVD COMPTON CA 90221 County: LOS ANGELES Assessor Parcel Number: 6164-008-904 Housing Tract Number: 9910 Lot Number: 8 Page Grid: Legal Description: Lot: 8 Tract No: 9910 Abbreviated Description: LOT:8 CITY:REGION/CLUSTER: 26/26647 TR#:9910 TR=9910 LOTS 5,6 AND 7 AND SE 38.94 FT OF LOT 8 City/Muni/Twp: REGION/CLUSTER: 26/26647 Property Characteristics Bedrooms : Year Built : 1982 Square Feet : 4,026 SF Bathrooms : Garage : Lot Size : 20,782 SF / 0.476 AC Total Rooms : Fireplace : Number of Units : 0 Zoning : COCL* Pool : Use Code : Restaurant No of Stories : 1 Building Style : Sale Information Transfer Date : 03/22/2011 Seller : THE CITY OF COMPTON, Transfer Value : N/A Document # : 11-0431154 Cost/Sq Feet : N/A Title Company : NONE AVAILABLE Assessment & Tax Information Assessed Value : $54,893 Percent Improvement : Homeowner Exemption : Land Value : $54,893 Tax Amount : Tax Rate Area : 2-826 Improvement Value : Tax Account ID : Tax Status : Current Market Improvement Value : Market Land Value : Market Value : Tax Year : Data Deemed Reliable, But Not Guaranteed. Copyright 1998-2012 TitleProfile.com All Rights Reserved. All other trademarks and copyrights are the property of their respective holders. Provident Title Company https://www.titleprofile.com/profileproxy.asp?repmask=8-1 2012-06-25

1 1 Primary Owner: COMPTON CITY Secondary Owner: Mail Address: 205 S WILLOWBROOK AVE Site Address: COMPTON CA 90220 90221 County: LOS ANGELES Assessor Parcel Number: 6164-008-905 Housing Tract Number: 9910 Lot Number: 8 Page Grid: Legal Description: Lot: 8 Tract No: 9910 Abbreviated Description: LOT:8 CITY:REGION/CLUSTER: 26/26647 TR#:9910 TR=9910 POR VAC ST ADJ ON NE AND LOTS 10 AND 9 AND NW 11.06 FT OF LOT 8 City/Muni/Twp: REGION/CLUSTER: 26/26647 Property Characteristics Bedrooms : Year Built : Square Feet : Bathrooms : Garage : Lot Size : 11,522 SF / 0.264 AC Total Rooms : Fireplace : Number of Units : 0 Zoning : COCL* Pool : Use Code : Restaurant No of Stories : 1 Building Style : Sale Information Transfer Date : 12/17/2001 Seller : N/A Transfer Value : N/A Document # : Cost/Sq Feet : Title Company : Assessment & Tax Information Assessed Value : $85,822 Percent Improvement : Homeowner Exemption : Land Value : $85,822 Tax Amount : Tax Rate Area : 2-826 Improvement Value : Tax Account ID : Tax Status : Current Market Improvement Value : Market Land Value : Market Value : Tax Year : 2011 Data Deemed Reliable, But Not Guaranteed. Copyright 1998-2012 TitleProfile.com All Rights Reserved. All other trademarks and copyrights are the property of their respective holders. Provident Title Company https://www.titleprofile.com/profileproxy.asp?repmask=8-1 2012-06-25

PRELIMINARY ESTIMATE PROJECT: Senior Housing Development Project Date: October 10, 2012 in Compton City Page 1 of 3 CONSTRUCTION COST ESTIMATES: GENERAL CONDITIONS $ 2,545,188.00 BUILDING AND SITE CONSTRUCTION COST $ 16,967,920.00 TOTAL CONSTRUCTION COST $ 19,513,108.00 ENTITLEMENT COSTS: City Fees: Specific Plan $ 15,000.00 Environmental Review $ 25,000.00 TOTAL CITY FEES $ 40,000.00 Professional Fees: Boundary and topographical survey $ 15,000.00 Preliminary Engineering $ 45,000.00 Preliminary Architecture $ 65,000.00 Environmental Impact Report $ 70,000.00 Attorney Fees $ 20,000.00 TOTAL PROFESSIONAL FEES $ 215,000.00 TOTAL ENTITLEMENT COST $ 255,000.00

PRELIMINARY ESTIMATE PROJECT: Senior Housing Development Project Date: October 10, 2012 in Compton City Page 2 of 3 FINAL DESIGN COSTS: 1 PROFESSIONAL FEES: Architectural & Landscape Design $ 1,018,075.20 Final Engineering $ 678,716.80 Legal Fees $ 15,000.00 TOTAL PROFESSIONAL FEES $ 1,711,792.00 2 CITY FEES: Plan Check Fees $ 169,679.20 Permit Fees $ 339,358.40 Sewer Connection Fee $ 40,000.00 Quimby Fee $ 20,000.00 TOTAL CITY FEES $ 569,037.60 TOTAL FINAL DESIGN COST $ 2,280,829.60 TOTAL PROJECT COST: 1 Total Entitlement Cost $ 255,000.00 2 Total Final Design Cost $ 2,280,829.60 3 Total Construction Cost $ 19,513,108.00 4 Interest Cost $ 926,055.38 5 Land Cost $ 700,000.00 TOTAL PROJECT COST $ 23,674,992.98 EXPENSE & REVENUE SUMMARY: Residential Lease: Gross Annual Revenues: Studio 80 $ 850.00 /unit $ 816,000.00 1 Bed 16 $ 1,000.00 /unit $ 192,000.00 Total Gross Residential Revenue $ 1,008,000.00 Commercial Lease: Gross Annual Revenues: Lease 7,500 $ 2.50 /SF $ 225,000.00 CAM $ 0.25 /SF $ 22,500.00 Total Gross Commercial Revenue $ 247,500.00 TOTAL GROSS ANNUAL REVENUE $ 1,255,500.00

PRELIMINARY ESTIMATE PROJECT: Senior Housing Development Project Date: October 10, 2012 in Compton City Page 3 of 3 Annual Expenditures Operating Expenses General Overhead 3.00% $ 37,665.00 Management Fees 4.00% $ 50,220.00 Maintenance 2.00% $ 25,110.00 Energy 1.00% $ 12,555.00 Total Annual Operating Expenses $ 125,550.00 Fixed Expenses: Property Tax 1.00% $ 160,000.00 Insurance 0.35% $ 24,500.00 Replacement Reserve 2.00% $ 25,110.00 Mortgage ($7,000,000 Principal) $ 476,943.00 Total Fixed Expenses $ 686,553.00 Income Before Taxes $ 443,397.00 Capitalized Value of Commercial 5.50% Rate $ 8,061,763.64 Project Equity (Retained Income) $ 7,361,763.64 Land Value $ 1,000,000.00 Total Project Worth $ 15,866,924.27

BUILDING UNIT ANALYSIS PROJECT SIZE PROJECT COST Uses: Unit # Size Total Unit Areas Costs Construction Costs Studio 80 386 SF 30,880 SF $ 250.00 SF $ 7,720,000.00 1 Bed 16 433 SF 6,928 SF $ 250.00 SF $ 1,732,000.00 Retail 3 2,500 SF 7,500 SF $ 250.00 SF $ 1,875,000.00 Landscaping 1 11,989 SF 11,989 SF $ 30.00 SF $ 359,670.00 Parking (Basement) 1 36,125 SF 36,125 SF $ 130.00 SF $ 4,696,250.00 Open Parking 1 11,700 SF 11,700 SF $ 50.00 SF $ 585,000.00 Total Areas 105,122 SF Construction Cost $ 16,967,920.00

DEBT COVERAGE WORKSHEET - Senior Housing Development Project (Mixed-Use) INPUT ALL BLUE SHADED AREAS Primary Borrower Name Primary Borrower Middle FICO Entity Mortgage Lates (36 months) Property Type Mixed-Use Number of Units 96 Property City Compton Approximate Square Footage 45,000 Property State CA Loan Purpose Purchase Price/Cost $23,000,000 Documentation Type Full Doc Loan Amount $7,000,000 Owner Occupied? (50% or more) No Fixed Term Loan to Value (LTV) 30.4% Interest Rate (PAR) 5.500% Cap Rate (OAR) 3.85% Amortization (Years) 30 Annual Debt Service $476,943 Monthly Loan payment $39,745 All-In-Rate 5.500% Income Profit and Loss Gross Annual Rental Income (use current Rent Roll or 1040 Schedule "E") $1,255,550 Laundry Income Other Income Total Annual Rents $1,255,550 5125% Less Vacancy $25,111 2.0% Effective Annual Gross Income (E.G.I.) $1,230,439 Annual Operating Expenses Offsite Management Fees $49,218 4%/EGI Advertising $10,000 Administration / Legal / Salaries Property Insurance $24,500 Legal and other Professional Fees $5,000 On Site Mang. - Salaries, Taxes, Benefits Interior Cleaning $5,000 General Repairs / Maintenance $25,000 Common Area Maintenance - Landscaping, Gardening, Pool, Pest Control $10,000 Supplies R.E. Taxes $160,000 1.00% Electric / Gas / Telephone Water / Trash $30,000 Misc. Expenses Total Operating Expenses $318,718 Less Reserves (Minimum $250 /apt, $0.15 /sf for Retail and Industrial, & $.20 /sf for Office ) $25,110 Cash Flow $886,611 Less Annual Debt Service $476,943 Cash Flow After Debt Service $409,669 Debt Service Coverage Ratio (DSCR) 1.86x

ID Task Name Duration Start Finish 0 Compton Senior Housing 02 Project 433 days Thu 11/01/12 Mon 06/30/14 COMPTON SENIOR HOUSING PROJECT Nov '12 Dec '12 Jan '13 Feb '13 Mar '13-1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 1 1 General 433 days Thu 11/01/12 Mon 06/30/14 17 2 Site Work 387 days Tue 11/27/12 Wed 05/21/14 18 2.1 Shoring and Excavatioin 55 days Tue 11/27/12 Mon 02/11/13 25 2.2 Civil Work 147 days Tue 10/01/13 Wed 04/23/14 Shoring and Excavatioin 36 2.3 A/C Paving and Landscaping 42 days Tue 03/25/14 Wed 05/21/14 45 3 Concrete 167 days Mon 03/04/13 Tue 10/22/13 46 3.1 Footing Excavation 6 days Mon 03/04/13 Mon 03/11/13 49 3.2 Footing 14 days Thu 03/07/13 Tue 03/26/13 52 3.3 Basement Shotcrete Wall 28 days Mon 03/18/13 Wed 04/24/13 Footing Excavation Footing 55 3.4 Backfill and Compaction 21 days Fri 04/05/13 Fri 05/03/13 58 3.5 Concrete Slab Deck 24 days Thu 04/25/13 Tue 05/28/13 61 3.6 Slab Deck Curing 28 days Thu 05/09/13 Mon 06/17/13 64 3.7 S.O.G. 24 days Wed 05/29/13 Mon 07/01/13 67 3.8 Lightweight Concrete 30 days Wed 09/11/13 Tue 10/22/13 70 4 Masonry 28 days Fri 04/05/13 Tue 05/14/13 74 5 Metals 274 days Tue 04/16/13 Fri 05/02/14 82 6 Wood and Plastic 253 days Wed 05/29/13 Fri 05/16/14 83 6.1 Wood Wall Frame (1st Floor) 24 days Wed 05/29/13 Mon 07/01/13 86 6.2 Floor Joist Frame & Sheathing 19 days Wed 06/12/13 Mon 07/08/13 89 6.3 Wood Wall Frame (2nd Floor) 22 days Wed 06/19/13 Thu 07/18/13 92 6.4 Floor Joist Frame & Sheathing 19 days Mon 07/01/13 Thu 07/25/13 95 6.5 Wood Wall Frame (3rd Floor) 22 days Mon 07/08/13 Tue 08/06/13 98 6.6 Floor Joist Frame & Sheathing 19 days Thu 07/18/13 Tue 08/13/13 101 6.7 Wood Wall Frame (4th Floor) 22 days Thu 07/25/13 Fri 08/23/13 104 6.8 Floor Joist Frame & Sheathing 19 days Tue 08/06/13 Fri 08/30/13 107 6.9 Wood Wall Frame (5th Floor) 22 days Tue 08/13/13 Wed 09/11/13 110 6.10 Roof Joist Frame & Sheathing 19 days Fri 08/23/13 Wed 09/18/13 113 6.11 Wood Stair Frame & Misc. 22 days Fri 08/30/13 Mon 09/30/13 122 7 Thermal & Moisture Protection 215 days Thu 12/27/12 Wed 10/23/13 129 7.7 Stucco Finish 90 days Thu 12/27/12 Wed 05/01/13 139 8 Doors and Windows 315 days Thu 11/01/12 Wed 01/15/14 146 9 Finishes 218 days Thu 05/02/13 Mon 03/03/14 158 10 Specialties 30 days Thu 12/26/13 Wed 02/05/14 163 11 Equipment 5 days Fri 02/28/14 Thu 03/06/14 169 12 Furnishings 40 days Thu 08/22/13 Wed 10/16/13 173 13 Special Construction 175 days Thu 09/26/13 Wed 05/28/14 178 14 Conveying System 180 days Wed 09/11/13 Tue 05/20/14 182 15 Mechanical 256 days Tue 04/16/13 Tue 04/08/14 183 15.1 Plumbing Work 228 days Tue 04/16/13 Thu 02/27/14 184 15.1.1 Underground Plumbing 24 days Tue 04/16/13 Fri 05/17/13 187 15.1.2 Rough Plumbing 200 days Tue 04/30/13 Mon 02/03/14 190 15.1.3 Finish Plumbing 46 days Thu 12/26/13 Thu 02/27/14 194 15.2 HVAC Work 197 days Mon 07/08/13 Tue 04/08/14 195 15.2.1 Rough Mechanical 180 days Mon 07/08/13 Fri 03/14/14 198 15.2.2 Finish Mechanical 64 days Thu 12/26/13 Tue 03/25/14 203 16 Electrical 262 days Tue 04/16/13 Wed 04/16/14 204 16.1 Underground Pipe 24 days Tue 04/16/13 Fri 05/17/13 207 16.2 Rough Electrical 194 days Wed 06/19/13 Mon 03/17/14 210 16.3 Finish Electrical 26 days Wed 02/26/14 Wed 04/02/14 Project: Compton Senior Housing 02 P Date: Tue 08/07/12 Task Progress Milestone Summary Rolled Up Task Rolled Up Milestone Compton Senior Housing 02 Project (Summary) Page 1 of 4 Rolled Up Progress Split External Tasks Project Summary Group By Summary

COMPTON SENIOR HOUSING PROJECT pr '13 May '13 Jun '13 Jul '13 Aug '13 Sep '13 ID Task Name Duration Start Finish 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 0 Compton Senior Housing 02 Project 433 days Thu 11/01/12 Mon 06/30/14 1 1 General 433 days Thu 11/01/12 Mon 06/30/14 17 2 Site Work 387 days Tue 11/27/12 Wed 05/21/14 18 2.1 Shoring and Excavatioin 55 days Tue 11/27/12 Mon 02/11/13 25 2.2 Civil Work 147 days Tue 10/01/13 Wed 04/23/14 36 2.3 A/C Paving and Landscaping 42 days Tue 03/25/14 Wed 05/21/14 45 3 Concrete 167 days Mon 03/04/13 Tue 10/22/13 46 3.1 Footing Excavation 6 days Mon 03/04/13 Mon 03/11/13 49 3.2 Footing 14 days Thu 03/07/13 Tue 03/26/13 52 3.3 Basement Shotcrete Wall 28 days Mon 03/18/13 Wed 04/24/13 Basement Shotcrete Wall 55 3.4 Backfill and Compaction 21 days Fri 04/05/13 Fri 05/03/13 Backfill and Compaction 58 3.5 Concrete Slab Deck 24 days Thu 04/25/13 Tue 05/28/13 Concrete Slab Deck 61 3.6 Slab Deck Curing 28 days Thu 05/09/13 Mon 06/17/13 Slab Deck Curing 64 3.7 S.O.G. 24 days Wed 05/29/13 Mon 07/01/13 S.O.G. 67 3.8 Lightweight Concrete 30 days Wed 09/11/13 Tue 10/22/13 70 4 Masonry 28 days Fri 04/05/13 Tue 05/14/13 Masonry 74 5 Metals 274 days Tue 04/16/13 Fri 05/02/14 82 6 Wood and Plastic 253 days Wed 05/29/13 Fri 05/16/14 83 6.1 Wood Wall Frame (1st Floor) 24 days Wed 05/29/13 Mon 07/01/13 Wood Wall Frame (1st Floor) 86 6.2 Floor Joist Frame & Sheathing 19 days Wed 06/12/13 Mon 07/08/13 Floor Joist Frame & Sheathing 89 6.3 Wood Wall Frame (2nd Floor) 22 days Wed 06/19/13 Thu 07/18/13 Wood Wall Frame (2nd Floor) 92 6.4 Floor Joist Frame & Sheathing 19 days Mon 07/01/13 Thu 07/25/13 Floor Joist Frame & Sheathing 95 6.5 Wood Wall Frame (3rd Floor) 22 days Mon 07/08/13 Tue 08/06/13 Wood Wall Frame (3rd Floor) 98 6.6 Floor Joist Frame & Sheathing 19 days Thu 07/18/13 Tue 08/13/13 Floor Joist Frame & Sheathing 101 6.7 Wood Wall Frame (4th Floor) 22 days Thu 07/25/13 Fri 08/23/13 104 6.8 Floor Joist Frame & Sheathing 19 days Tue 08/06/13 Fri 08/30/13 107 6.9 Wood Wall Frame (5th Floor) 22 days Tue 08/13/13 Wed 09/11/13 Wood Wall Frame (4th Floor) Floor Joist Frame & Sheathing Wood Wall Frame 110 6.10 Roof Joist Frame & Sheathing 19 days Fri 08/23/13 Wed 09/18/13 Roof Jois 113 6.11 Wood Stair Frame & Misc. 22 days Fri 08/30/13 Mon 09/30/13 122 7 Thermal & Moisture Protection 215 days Thu 12/27/12 Wed 10/23/13 129 7.7 Stucco Finish 90 days Thu 12/27/12 Wed 05/01/13 Stucco Finish 139 8 Doors and Windows 315 days Thu 11/01/12 Wed 01/15/14 146 9 Finishes 218 days Thu 05/02/13 Mon 03/03/14 158 10 Specialties 30 days Thu 12/26/13 Wed 02/05/14 163 11 Equipment 5 days Fri 02/28/14 Thu 03/06/14 169 12 Furnishings 40 days Thu 08/22/13 Wed 10/16/13 173 13 Special Construction 175 days Thu 09/26/13 Wed 05/28/14 178 14 Conveying System 180 days Wed 09/11/13 Tue 05/20/14 182 15 Mechanical 256 days Tue 04/16/13 Tue 04/08/14 183 15.1 Plumbing Work 228 days Tue 04/16/13 Thu 02/27/14 184 15.1.1 Underground Plumbing 24 days Tue 04/16/13 Fri 05/17/13 187 15.1.2 Rough Plumbing 200 days Tue 04/30/13 Mon 02/03/14 Underground Plumbing 190 15.1.3 Finish Plumbing 46 days Thu 12/26/13 Thu 02/27/14 194 15.2 HVAC Work 197 days Mon 07/08/13 Tue 04/08/14 195 15.2.1 Rough Mechanical 180 days Mon 07/08/13 Fri 03/14/14 198 15.2.2 Finish Mechanical 64 days Thu 12/26/13 Tue 03/25/14 203 16 Electrical 262 days Tue 04/16/13 Wed 04/16/14 204 16.1 Underground Pipe 24 days Tue 04/16/13 Fri 05/17/13 207 16.2 Rough Electrical 194 days Wed 06/19/13 Mon 03/17/14 Underground Pipe 210 16.3 Finish Electrical 26 days Wed 02/26/14 Wed 04/02/14 Project: Compton Senior Housing 02 P Date: Tue 08/07/12 Task Progress Milestone Summary Rolled Up Task Rolled Up Milestone Rolled Up Progress Split External Tasks Project Summary Group By Summary Compton Senior Housing 02 Project (Summary) Page 2 of 4

ID Task Name Duration Start Finish 0 Compton Senior Housing 02 Project 433 days Thu 11/01/12 Mon 06/30/14 COMPTON SENIOR HOUSING PROJECT Oct '13 Nov '13 Dec '13 Jan '14 Feb '14 M 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 1 1 General 433 days Thu 11/01/12 Mon 06/30/14 17 2 Site Work 387 days Tue 11/27/12 Wed 05/21/14 18 2.1 Shoring and Excavatioin 55 days Tue 11/27/12 Mon 02/11/13 25 2.2 Civil Work 147 days Tue 10/01/13 Wed 04/23/14 36 2.3 A/C Paving and Landscaping 42 days Tue 03/25/14 Wed 05/21/14 45 3 Concrete 167 days Mon 03/04/13 Tue 10/22/13 46 3.1 Footing Excavation 6 days Mon 03/04/13 Mon 03/11/13 Concrete 49 3.2 Footing 14 days Thu 03/07/13 Tue 03/26/13 52 3.3 Basement Shotcrete Wall 28 days Mon 03/18/13 Wed 04/24/13 55 3.4 Backfill and Compaction 21 days Fri 04/05/13 Fri 05/03/13 58 3.5 Concrete Slab Deck 24 days Thu 04/25/13 Tue 05/28/13 61 3.6 Slab Deck Curing 28 days Thu 05/09/13 Mon 06/17/13 64 3.7 S.O.G. 24 days Wed 05/29/13 Mon 07/01/13 67 3.8 Lightweight Concrete 30 days Wed 09/11/13 Tue 10/22/13 70 4 Masonry 28 days Fri 04/05/13 Tue 05/14/13 Lightweight Concrete 74 5 Metals 274 days Tue 04/16/13 Fri 05/02/14 82 6 Wood and Plastic 253 days Wed 05/29/13 Fri 05/16/14 83 6.1 Wood Wall Frame (1st Floor) 24 days Wed 05/29/13 Mon 07/01/13 86 6.2 Floor Joist Frame & Sheathing 19 days Wed 06/12/13 Mon 07/08/13 89 6.3 Wood Wall Frame (2nd Floor) 22 days Wed 06/19/13 Thu 07/18/13 92 6.4 Floor Joist Frame & Sheathing 19 days Mon 07/01/13 Thu 07/25/13 95 6.5 Wood Wall Frame (3rd Floor) 22 days Mon 07/08/13 Tue 08/06/13 98 6.6 Floor Joist Frame & Sheathing 19 days Thu 07/18/13 Tue 08/13/13 101 6.7 Wood Wall Frame (4th Floor) 22 days Thu 07/25/13 Fri 08/23/13 104 6.8 Floor Joist Frame & Sheathing 19 days Tue 08/06/13 Fri 08/30/13 107 6.9 Wood Wall Frame (5th Floor) 22 days Tue 08/13/13 Wed 09/11/13 5th Floor) 110 6.10 Roof Joist Frame & Sheathing 19 days Fri 08/23/13 Wed 09/18/13 Frame & Sheathing 113 6.11 Wood Stair Frame & Misc. 22 days Fri 08/30/13 Mon 09/30/13 Wood Stair Frame & Misc. 122 7 Thermal & Moisture Protection 215 days Thu 12/27/12 Wed 10/23/13 129 7.7 Stucco Finish 90 days Thu 12/27/12 Wed 05/01/13 Thermal & Moisture Protection 139 8 Doors and Windows 315 days Thu 11/01/12 Wed 01/15/14 Doors and Windows 146 9 Finishes 218 days Thu 05/02/13 Mon 03/03/14 Finishes 158 10 Specialties 30 days Thu 12/26/13 Wed 02/05/14 Specialties 163 11 Equipment 5 days Fri 02/28/14 Thu 03/06/14 Equipm 169 12 Furnishings 40 days Thu 08/22/13 Wed 10/16/13 Furnishings 173 13 Special Construction 175 days Thu 09/26/13 Wed 05/28/14 178 14 Conveying System 180 days Wed 09/11/13 Tue 05/20/14 182 15 Mechanical 256 days Tue 04/16/13 Tue 04/08/14 183 15.1 Plumbing Work 228 days Tue 04/16/13 Thu 02/27/14 Plumbing Work 184 15.1.1 Underground Plumbing 24 days Tue 04/16/13 Fri 05/17/13 187 15.1.2 Rough Plumbing 200 days Tue 04/30/13 Mon 02/03/14 Rough Plumbing 190 15.1.3 Finish Plumbing 46 days Thu 12/26/13 Thu 02/27/14 Finish Plumbing 194 15.2 HVAC Work 197 days Mon 07/08/13 Tue 04/08/14 195 15.2.1 Rough Mechanical 180 days Mon 07/08/13 Fri 03/14/14 198 15.2.2 Finish Mechanical 64 days Thu 12/26/13 Tue 03/25/14 203 16 Electrical 262 days Tue 04/16/13 Wed 04/16/14 204 16.1 Underground Pipe 24 days Tue 04/16/13 Fri 05/17/13 207 16.2 Rough Electrical 194 days Wed 06/19/13 Mon 03/17/14 210 16.3 Finish Electrical 26 days Wed 02/26/14 Wed 04/02/14 Project: Compton Senior Housing 02 P Date: Tue 08/07/12 Task Progress Milestone Summary Rolled Up Task Rolled Up Milestone Compton Senior Housing 02 Project (Summary) Page 3 of 4 Rolled Up Progress Split External Tasks Project Summary Group By Summary

r '14 Apr '14 May '14 Jun '14 Jul '14 Aug '14 ID Task Name Duration Start Finish 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 0 Compton Senior Housing 02 Project 433 days Thu 11/01/12 Mon 06/30/14 Compton Senior Housing 02 Project 1 1 General 433 days Thu 11/01/12 Mon 06/30/14 17 2 Site Work 387 days Tue 11/27/12 Wed 05/21/14 18 2.1 Shoring and Excavatioin 55 days Tue 11/27/12 Mon 02/11/13 COMPTON SENIOR HOUSING PROJECT Site Work General 25 2.2 Civil Work 147 days Tue 10/01/13 Wed 04/23/14 36 2.3 A/C Paving and Landscaping 42 days Tue 03/25/14 Wed 05/21/14 45 3 Concrete 167 days Mon 03/04/13 Tue 10/22/13 46 3.1 Footing Excavation 6 days Mon 03/04/13 Mon 03/11/13 49 3.2 Footing 14 days Thu 03/07/13 Tue 03/26/13 52 3.3 Basement Shotcrete Wall 28 days Mon 03/18/13 Wed 04/24/13 55 3.4 Backfill and Compaction 21 days Fri 04/05/13 Fri 05/03/13 58 3.5 Concrete Slab Deck 24 days Thu 04/25/13 Tue 05/28/13 61 3.6 Slab Deck Curing 28 days Thu 05/09/13 Mon 06/17/13 64 3.7 S.O.G. 24 days Wed 05/29/13 Mon 07/01/13 67 3.8 Lightweight Concrete 30 days Wed 09/11/13 Tue 10/22/13 70 4 Masonry 28 days Fri 04/05/13 Tue 05/14/13 Civil Work A/C Paving and Landscaping 74 5 Metals 274 days Tue 04/16/13 Fri 05/02/14 82 6 Wood and Plastic 253 days Wed 05/29/13 Fri 05/16/14 83 6.1 Wood Wall Frame (1st Floor) 24 days Wed 05/29/13 Mon 07/01/13 86 6.2 Floor Joist Frame & Sheathing 19 days Wed 06/12/13 Mon 07/08/13 89 6.3 Wood Wall Frame (2nd Floor) 22 days Wed 06/19/13 Thu 07/18/13 92 6.4 Floor Joist Frame & Sheathing 19 days Mon 07/01/13 Thu 07/25/13 95 6.5 Wood Wall Frame (3rd Floor) 22 days Mon 07/08/13 Tue 08/06/13 98 6.6 Floor Joist Frame & Sheathing 19 days Thu 07/18/13 Tue 08/13/13 101 6.7 Wood Wall Frame (4th Floor) 22 days Thu 07/25/13 Fri 08/23/13 104 6.8 Floor Joist Frame & Sheathing 19 days Tue 08/06/13 Fri 08/30/13 107 6.9 Wood Wall Frame (5th Floor) 22 days Tue 08/13/13 Wed 09/11/13 110 6.10 Roof Joist Frame & Sheathing 19 days Fri 08/23/13 Wed 09/18/13 113 6.11 Wood Stair Frame & Misc. 22 days Fri 08/30/13 Mon 09/30/13 122 7 Thermal & Moisture Protection 215 days Thu 12/27/12 Wed 10/23/13 129 7.7 Stucco Finish 90 days Thu 12/27/12 Wed 05/01/13 139 8 Doors and Windows 315 days Thu 11/01/12 Wed 01/15/14 146 9 Finishes 218 days Thu 05/02/13 Mon 03/03/14 158 10 Specialties 30 days Thu 12/26/13 Wed 02/05/14 163 11 Equipment 5 days Fri 02/28/14 Thu 03/06/14 nt 169 12 Furnishings 40 days Thu 08/22/13 Wed 10/16/13 Metals Wood and Plastic 173 13 Special Construction 175 days Thu 09/26/13 Wed 05/28/14 178 14 Conveying System 180 days Wed 09/11/13 Tue 05/20/14 182 15 Mechanical 256 days Tue 04/16/13 Tue 04/08/14 183 15.1 Plumbing Work 228 days Tue 04/16/13 Thu 02/27/14 184 15.1.1 Underground Plumbing 24 days Tue 04/16/13 Fri 05/17/13 187 15.1.2 Rough Plumbing 200 days Tue 04/30/13 Mon 02/03/14 190 15.1.3 Finish Plumbing 46 days Thu 12/26/13 Thu 02/27/14 194 15.2 HVAC Work 197 days Mon 07/08/13 Tue 04/08/14 195 15.2.1 Rough Mechanical 180 days Mon 07/08/13 Fri 03/14/14 198 15.2.2 Finish Mechanical 64 days Thu 12/26/13 Tue 03/25/14 203 16 Electrical 262 days Tue 04/16/13 Wed 04/16/14 204 16.1 Underground Pipe 24 days Tue 04/16/13 Fri 05/17/13 Mechanical HVAC Work Rough Mechanical Finish Mechanical Electrical Conveying System Special Construction 207 16.2 Rough Electrical 194 days Wed 06/19/13 Mon 03/17/14 210 16.3 Finish Electrical 26 days Wed 02/26/14 Wed 04/02/14 Rough Electrical Finish Electrical Project: Compton Senior Housing 02 P Date: Tue 08/07/12 Task Progress Milestone Summary Rolled Up Task Rolled Up Milestone Rolled Up Progress Split External Tasks Project Summary Group By Summary Compton Senior Housing 02 Project (Summary) Page 4 of 4

LETTER OF'INTENT RE: Letter of Intent to Enter into Retail Lease Negotiations for Sr. Housing and Mixeduse Commercial project in Compton Cify. Dear Prospective Tenant: This non binding Letter of Intent ("LOI") outlines the terms on which the Steward Development. Inc' ("Landlord") would be willing to pursue further lease negotiations for a : Sr. Housing and Mixed-use Commercial )alifbrnia. The following terms and conditions greement and as the basis for preparation and le to both parties. I. LANDLORD Steward Development, Inc. 2. TENANT Galleria Pharmacy 3. TENANTS REAL ESTATE REPRESENTATIVE To be determined 4, PREMISES The leased commercial real estate (the "Premises") consists o1' an agreed ar.ea of approximately 1"500 rentable square feet within the first floor, Sr. Housing and mixed-use commercial Project, compton city, Los Angeles county. california. 5. EFFECTIVE DATE The Lease shall be effective as of the date of execution (the"effective Date,,). t_ol Page I of4

6. COMMENCEMENT DATE The term of the lease and rent thereunder shall commence on the sooner of: (a) tenanl opens the Premises for business to the public; and (b) 60 days after the Delivery Datc, below ("the Commencement Date.,). 7. DELIVERY DATE Landlord shall deliver the Premises, in a condition suitable fbr Tenanr's commencement of construction of its improvement presently estimated to be January, 20I 6 ("Delivery Date,'). 8. LEASE TERM The term of the Lease will consist of an initial term of five (5) years, plus two (2) renewal periods of five (5) years each, exercisable at Tenant's option, for a total term of fifteen years ( I 5). 9. RENT Base Rent' The rent shall be: $3.OO/Sqfi - or'l'o be determined by market rent. This is a "Triple Net', Lease. IO. SECURITY DEPOSIT The amount of the security deposit is $ T'o be determined. II. PERMITTED USE The Premiseshall be used only lbr pharmac), and for no other purpose without the prior written consent of Landlord. 12, ALTERATIONS ' enant shall only make alterations, additions or improvenlents to the premises with the prior written consent of Landlord. 13. CAMs/OPERATING COSTS Tenant shall pay to Landlord its pro rata share of the reasonable expenses of operating, maintaining' and repairing the Premises, Building and Property estimated LTo be determined. and cams estimated at $ To be determined. r,ol Page 2 of4

14. UTILITIES AND SERVICES Landlord shall provide the Premises with water and electricity Ibr seven (7) days per week, twenty-four (24) hours per day. Tenant shall furnish and pay fbr all utilitics and. at 'l'cnant's sole expense. nrake, but not lirritcd to, hcating. vcntjlation. air. and cable service if available) and other ct to the Prcmises, cxcepl those to be made 15. TAXES Tenant shall pay all taxes, assessments, liens and license fees (,.Taxes,,) levied. assessed or imposed by any authority having the direct or indirect power io tax or assess any such liens, by reason of Tenant's use of the Premises. and all 'faxes o' Tenant's personal property located on the premises. 16. REPAIRS AND MAINTENANCE Tenant shall, at its sole expense. maintain the Premises in good condition and promptly make all repairs and replaccnrenl.s. whcthcr structural or non-structural. necessary to keep the Prenrisesal'e and in good condition. irrcllrding all utilitics and other systemserving the Premises. Landlord sliall maintain and repair the lluilding structure, foundation, exterior walls, and roof, and the Common Areas, the cost of which shall be included as an Operating Cost. 17. ASSIGNMENT AND SUBLETTING consent. 18. SIGNAGE Tenant's signage must contbrm to and abicle by all signage critcria as stated in the Quil Ceda Park Design Guidclincs and l:crs 19. PARKING Tenant's customers and guests shall only park in areas of the Common Area designated by Landlord. t.ol Page 3 of4

20. FORM OF LEASE The l,ease will be basedupon Landlord'star-rdard lbrnr. attached hereto as trxhibit "A." with nrodillcations to reflecthe terms of this LOI as approved by Landlorcl Tenant. 21. DURATION This Letter of Intent shall be cfl-ecti'c fl'onr thc clatc o1'the last srgnatlrrc appearirg below and continuirrg thereaficr for a per.ioci o1--365 da1,,s. This LoI does not constitute a binding leasc or contract, ancl no lease or contract intended is to arise unless and until the final lease or conlract is approvcd and fully, executed by all parties. Landlord makes no representation o.,ou..unty that acceptance of this LoI will result in the mutual execution or delivery of a lease for the premises. Landlord If and renant are unable, for any reason, to reach and execute a full and final lease agreement for the Premises, neither party *ill hun. any claim against the othcr for any reason' including but not limited any claim basecl on,,pirt performance,,, "detrimenfal reliance'', "good faith", or any other cause of action arising out LoI' of this All costs incurred by eithcr parly will bc thc sole responsibility of the incurring Pfrty' Each party is free to terminate negotiations with the othcr fbr any reason whatsoever, at any time prior to the execution of a lease or contract without incurring liabilif to the other by proper deliven of writtcn noticc of such intcnt to terminatc negotiation upon the othcr part-v. Sincerely yours, APPROVED AND ACKNOWLEDGED APPROVED AND ACKNOWI.EDGt :l) GALLERIA PHARMACY IProspective Tenantl S'f IiWARD DI:VIILOPMI:Nt', INC. It.andlord l N ame : A_l_e:lQ!aq.[_ Kang Title: Owner Date:01123/2013 Dare: 0112312013 I,OI Page 4 of4

LE,TTER OF INTENT RE: Letter of Intent to Enter into Retail l-ease Negotiations for Sr. Housing and Mixeduse Commercial Project in Compton City. Dear Prospective Tenant: This non binding Letter of Intent ("LOI") outlines the terms on which the Steward Development. Inc. ("Landlord") would be willing to pursue further lease negotiations for a lease with Togo Sushi & Roll ("Tenant") in the Sr. Housing and Mixed-use Commercial Project, Compton City, Los Angeles County, California. The following terms and conditions will serve as an outline of the proposed lease agreement and as the basis fbr preparation and negotiation of a final lease agreement acceptable to both parties. I. LANDLORD Steward Development, Inc. 2, TENANT Togo Sushi & Roll / Jason Kwac (Business Owner) 3. TENANTS REAL ESTATE REPRESENTATIVE To be determined 4. PREMISES The leased commercial real estate (the"premises") consists ol' an agreed area of approximately 1.500 rentable square feet within the first floor, Sr. I-lousing and mixed-usc commercial Project, Compton City" Los Angeles County. California. 5. EFFECTIVE DATE The Lease shall be effective as of the date of execution (the"llff-ective Date"). t.ol Page I of4

COMMENCEMENT DATE The term of the lease and rent thereunder shall commence on the sooner of: (a) tenant opens the Premises for business to the public; and (b) 60 days after the Delivery Dare, below ("the Commencement Date"). 1 DELIVERY DATE Landlord shall deliver the Premises. in a condition suitable for 'l'enant's commencement of construction of its improvement presently estimated to be January. 2016 ("Delivery Date"). 8. LEASE TERM The term of the Lease will consist of an initial term of five (5) years, plus two (2) renewal periods of five (5) years each, exercisable at Tenant's option, fbr a total term offifteen years (15). 9. RENT Base Rent. The rent shall be: $3.0O/Sqft - or'['o be determined by market rent. This is a "Triple Net" I-ease. 10. SECURITY DEPOSIT The amount of the security deposit is $ To be determined. t l. PERMITTED USE The Premises shall be used only for Restaurant/Diner and for no other purpose without the prior written consent of Landlord. t2. ALTERATIONS Tenant shall only make alterations, additions or improvements to the Premises with the prior written consent of Landlord. 13. CAMs/OPERATING COSTS Tenant shall pay to Landlord its pro rata share of the reasonablexpenses o1'operating, maintaining, and repairing the Premises, Building and Property estimated at $ To determined. and CAMs estimated at $ To be determined. LOt Page 2 of4

14, UTILITIES AND SERVICES Landlord shall provide the Premises with water and electricity for seven (7) days per week, twenty-four (24) hours per day. Tenant shall furnish and pay for all utilitiesand, at Tenant's sole expense, make provisions for all other utilities (including, butnot limited to, heating, ventilation, air conditioning, janitorial service, telephone. andcable service if available) and othcr services which Tenant requires with respecto the Prentises. exccpt those to be made available by Landlord as described above. 15. TAXES Tenant shall pay all taxes, assessments, liens and license fees ("'['axes") levied, assessed or imposed by any authority having the direct or indirect power to tax or assess any such liens, by reason of Tenant's use of the Premises, and all 'faxes o1 Tenant's personal property located on the Premises. 16. REPAIRS AND MAINTIINANCE T'enant shall, at its sole expense, maintain the Premises in good condition and promptly make all repairs and replacements, whether structural or non-structural. necessary to keep the Premisesafe and in good condition, including all utilities and other system serving the Premises. Landlord shall maintain and repair the Burilding structure, fbundation" exterior walls. and roo1. and thc Conrmon Arcas. the cost of which shall bc included as an Opcrating (lost. 17. ASSIGNMENI' AND SUBLETTING J'enant shall not assign, sublet, mortgage, encumber or otherwise transf.er any interest in the Lease or any part of the Premises, without first obtaining Landlord's written consent. 18. SIGNAGE Tenant's signage must conform to and abide Quil Ceda Park Design Guidelines and IlCRs. by all signage criteria as stated in thc 19. PARKING Tenant's customers and gurestshall orrlv park in designated by Landlord. arcas o1' thc Contmon Arca LOI Page 3 of4

20. FORM OF'LEASE The Lease will be basedupon Landlord"s standard ibrm, "A," with modifications to reflect the terms of this LOI Tenant. attached hercto as Exhibit as approved by Landlord 21. DURATION This Letter of Intent shall be efl'ectivc lrom the datc o1'the last signatr,rre appcaring below and co'tinuing thereafter for a period of 365 days. This ['oi does not constitute a binding lease or contract, and no lease or contract is intended to arise unless and until the final lease or contract is approvetl and fullv executed by all parties. Landlord makes no rcprescntation o. *orronty that acceptancc of this LoI will result in the mutual cxccution or dctivcry of a leasc tor ttrc premiscs. lf Landlord and 'fenant are unable, Ibr anv rcason, to rcach and cxccutc a full ancl final lease agreement for the Premises, neither party will havc any claim against the othcr frrr any reason' including but not limited any claim based on,.part perlbrmance,,, "detrimental reliance'', "good faith", or any other cause of action arising out of this LoI' All costs incurred by either party will be fhe sole responsibility of the incurring pttty' Each parfy is free to terminate negotiations with the other for any reason whatsoever, at any time prior to the execution of a lease or contract without incurring liability to the other by proper delivery of written noticc of such intcnt to terminalc negotiation upon the other parfy. Sinccrclr' \ ()Lrrs. APPROVED AND ACKNOWLEDGED APPROVED AND ACKNOWLI rd(itrt) TOGO SUSHI & ROLL. IProspective Tenant] STEWARD DEVELOPMENT, INC. f Landlord.l l.ot Page,{ ol-,1

LETTER OF INTE,NT RE: Letter of Intent to Enter into Retail Lease Negotiations for Sr. Flousing and Mixeduse Commercial Project in Compton Cify' Dear Prospective Tenant: This non binding Letter of lntent ("Lol") outlines the tenns on wlrich thc slqlye-lll Development" Inc. 1"La-ndlord") would be willing to pursue further lease negotiations lbr a lease with JSC &'I'ech. Inc. dba: Fresco Market ("Tenant") in the Sr. Housing and Mixed-use Co-..,.i@city,Lo'AngelesCounty,California.].hefollowingterms and conditions will serve as an outline of the proposed lease agreement and as the basis for preparation and negotiation of a final lease agreement acceptable to both parties' I. LANDLORD Steward DeveloPment, I nc. 2, TENANT JSC & Tech. Inc. dba: Fresco Market 3. TENANTS REAL ESTATE REPRESEN'TATIVE To be determined 4, PREMISES The leased commercial real estate (the "Premises") consists of an agreed area of approximately 2.000 rentable square feet within the first floor, Sr. I"lousing and mixed-use commercial Project, Compton City, Los Angeles County. California. 5. EFFECTIVE DATE The Lease shall be effective as of the date of erccution (the "H,ffective Date")' LOI Page I of4

6. COMMENCEMENT DATE The term of the lease and rent thereunder shall commence on the sooner of: (a) tenant opens the Premises for business to the public; and (b) 60 days after the Delivery Date' below ("the Commencement Date")' 7. DELIVERY DATE Landlord shall deliver the Premises, in a condition suitable for l'enant's commencement of construction of its improvement presently estimated to be 'f anuary' 2016 ("DeliverY Date"). 8. LEASE TERM 'fhe term of the Lease will consist ol- an initial term o1'llve (5) years. plus two (2) renewal periods of five (5) years each. exercisable at 'fcnant's option. l'or a total tern.r offifteen Years (15)' 9. RENT Base Rent. The rent shall be: $3.0O/Sqft - or To be determined by market rent. This is a "Triple Net" Lease. IO. SECURITY DEPOSIT The amount of the security deposit is $ l'o be determined. 11. PERMITTED TJST] The premises shall be used onty fbr Groccry/Market and lbr no other plrrpose without the prior written consent of Landlord. 12. ALTERATIONS Tenant shall only make alterations, additions or improvements to the Premises with the prior written consent of Landlord. 13. CAMs/OPERATING COSTS Tenant shall pay to Landlord its pro rata share of the reasonablexpenses of operating, -and maintaining, repairing the Premises, Building and Property estimated at $-Jq-bg determined. and CAMs estimated at $J-o*-be -{ele-pri1gd. LOt Page 2 of 4

14, UTILITINS A]Y D SE R V I C E S Landlord shall provide the Premises with water and electricity 1br seven (7) days per week, twenty-four QD hours per day. Tenant shall furnish and pay for all utilities and, at Tenant's sole expense" make provisions for all other utilities (including, but not limited to, heating, ventilation, air conditioning, janitorial service, telephone, and cable service if available) and other services which Tenant requires with respecto the Premises, except those to be made available by Landlord as described above. 15. TAXES Tenant shall pay all taxes, assessments, liens and license fees ("'l'axes") levied, assessed or imposed by any authority having the direct or indirect power to tax or assess any such liens, by reason of 'l'enant's use of the Premises. and all Taxes on Tenant's personal property located on the Premises. 16. REPAIRS AND MAINTENANCE Tenant shall, at its sole expense, maintain the Premises in good condition and promptly make all repairs and replacements, whether structural or non-structural, necessary to keep the Premises saf'e and in good condition, including all utilities and other systems serving the Premises. Landlord shall maintain and repair the Buitding structure, foundation, exterior walls, and roof, and the Common Areas, the cost of which shall be included as an Operating Cost. 17. ASSIGNMENT AND SUBLETTING Tenant shall not assign, sublet, mortgage, encumber or otherwise transfer any interest in the Lease or any part of the Premises, without first obtaining Landlord's written consent. 18. SIGNAGE Tenant's signage must conform to and abide by all signage criteria as stated in the Quil Ceda Park Design Guidelines and ECRs. 19. PARKING Tenant's customers and guests shall only park in areas of the Common Area designated by Landlord. t.ol Page 3 of4

20. F'ORM OF- LEASE The Lease will be based upon l-andlord's standard f-onn. altachecl hereto as Irxhibit "A," with modifications to reflect thc tcrms of this LOI as approved by Landtord Tenant. 21. DURA'TION This Letter of Intent shall be eff.ective lrom the date o1'the last signature appcaring below and continuing thereafter fbr a period of -3-6! days. This LOI does not constitute a binding lease or contract, and no lease or contract is intended to arise unless and until the final lease or contract is approved and fully executed by all parties. Landlord makes no representation or warranty that acceptancc of this LOI will result in the mutual execution or delivcry of a leasc tbr thc Premiscs. If Landlord and 'fenant are unable, for any reason, to reach and cxecutc a full and final lease agreement for the Premises, neither party, will havc any claim against the other lor any reason, including but not limite d any claim based on "part performancco', "detrimental reliance", "good faith", or any other cause of action arising out of this LOI. All costs incurred by cithcr partl' will be thc solc rcsponsibility of thc incurring party. Each party is free to terminatc negotiations with thc othcr lbr any reason whatsoever, at any time prior to thc execution of a leasc or contract without incurring liabilify to the other by proper delivery of writtcn noticc of such intcnt to terminalc negotiation upon the othcr party. SincerelyoLlrs. APPROVED AND ACKNOWLEDGtTI) JSC & TECI{, INC. DBA: FRESCO MARKI: I IProspective'l'enant] APPROVIlD ANI) S f I:WARI) DI:Vtll.OPMI':Nl-. INC. ll.andtord I Name: Youns K. Kt-r Title: President Date:0112212013 Bv: Name:.LoSqp_b L, f itle: President Date:0112212013 I,OI Page I o1',1

RESOLUTION SIGN-OFF FORM DEPARTMENT: RESOLUTION TITLE: Community Redevelopement A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING SUBMISSION TO THE COMPTON OVERSIGHT BOARD A PROPOSED PURCHASE BY STEWARD DEVELOPMENT, INC. AND SOUTH LOS ANGELES ECONOMIC ALLIANCE OF CERTAIN SUCCESSOR AGENCY OWNED PROPERTY LOCATED AT 1117 SOUTH LONG BEACH BOULEVARD Michael Antwine DEPARTMENT MANAGER S SIGNATURE 2/14/2013 1:22:09 PM DATE REVIEW / APPROVAL Ruth Rugley CITY ATTORNEY 2/14/2013 3:48:33 PM DATE Stephen Ajobiewe CITY CONTROLLER 2/14/2013 3:20:53 PM DATE G. Harold Duffey 2/14/2013 3:01:36 PM CITY MANAGER DATE Use when: Public Works: City Attorney: When contracting for Engineering Services. 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.

February 19, 2013 TO: FROM: SUBJECT: CHAIRMAN AND BOARDMEMBERS EXECUTIVE DIRECTOR A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING AN AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND KEYSER MARSTON ASSOCIATES, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE PREPARATION OF THE SUCCESSOR AGENCY S RECOGNIZED OBLIGATION PAYMENT SCHEDULES (ROPS 13-14A) FOR SUBMISSION TO THE COMPTON OVERSIGHT BOARD SUMMARY Staff respectfully requests the Board to approve an agreement between Keyser Marston Associates, Inc. (KMA) and the Successor Agency for professional services in connection with the preparation of the Successor Agency s Recognized Obligation Payment Schedule (ROPS 13-14A) BACKGROUND In March and August 2012, Successor Agency staff worked with KMA for the preparation of the Agency s Recognized Obligations Payment Schedules (ROPS I, II & III) for subsequent submission to the State Oversight Board and the State of California Department of Finance (DOF) in accordance with the provisions of AB 26 legislation (Redevelopment Dissolution Act). STATEMENT OF THE ISSUE The Oversight Board and the DOF s approval of the Agency s Recognized Obligation Payment Schedules (ROPS I, II & III) were the result of the collaborative efforts and expertise of KMA and Successor Agency staff. The DOF approval of the ROPS represented a major milestone for the Successor Agency to meet key provisions of the Redevelopment Resolution Act (AB 26). In light of the facts and the institutional knowledge that KMA has obtained over the past year while working with the Successor Agency, it is deemed vital important to retain the services of the consulting firm to perform subsequent ROPS related items. The ROPS 13-14A will cover the period from July 1, 2013 to December 31, 2013. The DOF deadline for submission of an approved ROPS 13-14 is March 1, 2013. FISCAL IMPACT The services to be performed by KMA would have no impact on the City s General Fund. The Successor Agency has the necessary funds approved by the Oversight Board in the ROPS III and 1 P a g e

funds will be allocated in ROPS 13-14 to cover this contractual service. The anticipated cost for these professional services to be rendered by KMA is $15,000.00. These funds are available in account number 1201-91-0000-4262. RECOMMENDATION Staff respectfully requests the Board to approve an agreement between Keyser Marston Associates, Inc. (KMA) and the Successor Agency for professional services in connection with the preparation of the Successor Agency s Recognized Obligation and Payment Schedules (ROPS 13-14A). Note: The Compton Oversight Board and the DOF will have the final approval of the Successor Agency Board actions regarding the approval of this resolution. DR. KOFI SEFA-BOAKYE, DIRECTOR SUCCESSOR AGENCY APPROVED FOR FORWARDING: G. HAROLD DUFFEY EXECUTIVE DIRECTOR 2 P a g e

RESOLUTION NO. A RESOLUTION OF THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON AUTHORIZING AN AGREEMENT BETWEEN THE SUCCESSOR AGENCY AND KEYSER MARSTON ASSOCIATES, INC. FOR PROFESSIONAL SERVICES IN CONNECTION WITH THE PREPARATION OF THE SUCCESSOR AGENCY S RECOGNIZED OBLIGATION PAYMENT SCHEDULES (ROPS 13-14A) FOR SUBMISSION TO THE COMPTON OVERSIGHT BOARD WHEREAS, in March and August 2012, Successor Agency staff worked with the firm of Keyser Marston Associates, Inc. ( KMA ) for the preparation of the Agency s Recognized Obligations Payment Schedules (ROPS I, II & III) for subsequent submission to the State Oversight Board and the State of California Department of Finance (DOF) in accordance with the provisions of AB 26 legislation (Redevelopment Dissolution Act); and WHEREAS, the Oversight Board and the DOF s approval of the Agency s Recognized Obligation Payment Schedules (ROPS I, II & III) were the result of the collaborative efforts and expertise of KMA and Successor Agency staff. The DOF approval of the ROPS represented a major milestone for the Successor Agency to meet key provisions of the Redevelopment Resolution Act (AB 26). In light of the facts and the institutional knowledge that KMA has obtained over the past seven months while working with the Successor Agency, it is deemed vital important to retain the services of the consulting firm to perform subsequent ROP related items; and WHEREAS, the ROPS 13-14A will cover the period from July 1, 2013 to December 31, 2013. The DOF deadline for submission of an approved ROPS 13-14 is March 1, 2013; and WHEREAS, the approval of this resolution and the services to be performed by KMA would have no impact on the City s General Fund. The Successor Agency has the necessary funds approved by the Oversight Board in the ROPS III and will allocated funds in ROPS 13-14A to cover this contractual service. The anticipated cost for these professional services to be rendered by KMA is $15,000.00. These funds are available in account number 1201-91-0000-4262; and WHEREAS, the Compton Oversight Board and the DOF will have the final approval of the Successor Agency Board actions regarding the approval of this resolution. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON, HEREBY RESOLVES AS FOLLOWS: Section 1. That the Executive Director is authorized to enter into a professional services agreement with Keyser Marston Associates, Inc. in connection with the preparation of the Successor Agency s Recognized Obligation Payment Schedules (ROPS 13-14A) and submission said agreement to the Compton Oversight Board. Section 2. That the approval of this resolution and the services to be performed by KMA would have no impact on the City s General Fund. The Successor Agency has the necessary funds approved by the Oversight Board in the ROPS III and will allocated funds in ROPS 13-14A to cover this contractual service. The anticipated cost for these professional services to be rendered by KMA is $15,000.00. These funds are available in account number 1201-91-0000-4262. Section 3. That a certified copy of this resolution shall be filed in the offices of the Executive Director, Agency General Counsel, City Controller, Successor Agency, and Agency Secretary.

Resolution No. Page 2 Section 4. That the Chairperson shall sign and the Secretary shall attest to the adoption of this resolution. ADOPTED this day of, 2013. CHAIRPERSON OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON ATTEST: SECRETARY OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF COMPTON: ss I, Alita Godwin, Secretary of the Successor Agency to the Community Redevelopment Agency of the City of Compton, hereby certify that the foregoing resolution was adopted by the Commission, signed by the Chairman, and attested by the Secretary at the regular meeting thereof held on the day of, 2013. That said resolution was adopted by the following vote, to wit: AYES: NOES: ABSENT: ABSTAIN: BOARD MEMBERS- BOARD MEMBERS- BOARD MEMBERS- BOARD MEMBERS- SECRETARY OF THE SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF COMPTON

February 6, 2013 Mr. Michael Antwine Deputy Redevelopment Director Successor Agency - City of Compton 205 South Willowbrook Avenue Compton, California 90220 Re: Proposal for Successor Agency Services ROPS 13-14A Dear Mr. Antwine: Keyser Marston Associates, Inc. (KMA) is pleased to present this proposal for services to the Successor Agency of the Compton Redevelopment Agency (SA). As you know, KMA provided services associated with the SA s completion and submittal of prior Recognized Obligation Payment Schedules (ROPS) required under AB 1X26. SA staff have now asked KMA to assist in the preparation of the ROPS 13-14A to be approved by the SA Oversight Board and submitted to the State Department of Finance (DOF) before March 1, 2013. KMA will provide the following services: 1. Complete the template for ROPS 13-14A for SA staff review and comment, including the removal of enforceable obligations no longer in effect, the updating of existing enforceable obligation disclosure information and the adding of new enforceable obligations identified by SA staff. Respond to questions posed by SA staff leading up to the submittal of the ROPS 13-14A to the DOF. 2. Complete a new reporting form required by the DOF to report the actual amounts paid for the reporting period from July 1, 2012 to December 31, 2012 (ROPS 2), to be reported by funding source. Meet with SA staff to review accounting records. Respond to questions posed by SA staff leading up to the submittal of the reporting form. The scope of services to complete ROPS 13-14A will be provided on a time and materials basis, in an amount not to exceed $15,000. The fee amount does not include any out-of-pocket expenses or Additional Services representing work beyond the stated work scope. 99900.000.002.KMA.GSH 1208010