Large urban development projects highlight the vast disparities in the economic and political resources controlled by developers as compared to low-income residents. Studies have documented the negative impact of such projects on neighborhoods, such as the displacement of residents. This case study of the largest development project in contemporary downtown Los Angeles analyzes how a community coalition that included low-income residents successfully negotiated with the developer the first comprehensive Community Benefits Agreement (CBA) in the nation. This 2001 CBA addressed the interests of low-income residents and now serves as a model for major CBAs across the country. This article draws upon regime theory and urban political economy in examining the resources, organizations, and coalition composition behind the CBA. It suggests that CBAs represent a significant increase in political power for low-income residents when they ally with service sector unions concerned about permanent, living wage jobs. Low-income residents drew upon neighborhood and immigrant networks to organize even non-citizens. The L.A. coalition could also take advantage of the political opportunity provided by the fragmentation of growth interests and the strong real estate market in the city.