To The Honorable Council

Ofthe City of Los Angeles

Honorable Members:

SUBJECT:

Final Map of Tract No. 71344

RECOMMENDATIONS:

Office of the City Engineer

Los Angeles, California

8 2011

C.D. No.5

Approve the final map of Tract No. 71344, located at 5312 N. Hermitage Avenue, lying Southerly of Chandler Boulevard and accompanying Subdivision Improvement Agreement and Contract with security documents.

FISCAL IMPACT STATEMENT

The subdivider has paid a fee of$ 8,720.00 for the processing of this final tract map pursuant to Section 19.02(A) (2) of the Municipal Code. No additional City funds are needed.

TRANSMITTALS:

1 Map of Tract No. 71344.

2. Unnumbered file for Tract No. 71344.

3. Subdivision Improvement Agreement and Contract with attached security documents.

DISCUSSION:

The Advisory Agency conditionally approved the tentative map of Tract No. 71344 on December 27, 2010 for a maximum 17-unit residential condominium project.

The Advisory Agency has determined that this project will not have a significant effect on the environment.

The conditions of approval for the tract map have been fulfilled including payment of the Recreation and Parks Fee in the amount of$ 53,244.00 less the Dwelling Unit Construction Tax in the amount of$ 3 ,400. 00. Transmitted Subdivision Improvement Agreement and Contract with attached security documents guarantees construction of the required improvements. Upon approval by the Council, the final map will be transmitted to the County Engineer for filing with the County Recorder.

Council -2-

The expiration date of the tentative map approval is December 27, 2013 .

The subdivider and engineer I surveyor for this subdivision are:

Subdivider

Urban Commons Bellingham, LLC Howard Wu 655 N . Central Avenue Glendale, CA 91203

Repmt prepared by: Land Development Group

Joseph Gnade Civil Engineer Phone:213-202-3493

EY/ka Tr. 71344

Surveyor

Harvey Goodman 834 17th Street Santa Monica, CA 90403

Respectfully submitted,

~';e:,~ Land Development Group Bureau of Engineering

C.D. No. 5

City of Los Angeles DEPARTMENT OF PUBLIC WORKS Office of the City Engineei·

· VALLEY

District/Division Design Office Council District No. Oate Issued: 04/19/2011

PremiUm of $990.00 is for term of two years

350882S SURETY'S BOND NO.

CAOmRJSK MGMT. NO.

A ~Ot!Je,d 5 /23/JJ SUBDfVfSlON IMPROVEMENT AND WARRANTY PERFORMANCE BOND

~NOW ALL MEN BY THESE PRESENTS:

lHAT WE, URBAN COMMONS BEl..UNGHAM, lLC

as PRINCIPAL and Indemnity Company of California a corporation incorporated under the la\1/S of the State of c a 1 if or n i a and authorized by the laws of the State of California to execute bonds and undertakings as sole surety, as SURETY', are held and firmly bound unto the City of Los Angeles, in the JUST and FULL SUM of THIRTY THREE THOUSAND AND N0/100 Dollars ($33,000.00) ~ lawful money of the United States, for tne payment of which sum, well and truly to be made, vve bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

The CONDITJON of the foregoing abiigatlon is such that WHEREAS the PRINCIPAL has entered oris about to enter into the annexed agreement with the CITY, pursuant to the authority of an act of the Legislature of the State of California known as the ~~subdivision Map Act" (Division 2, cornmencing with Sectlon 66410, of Title 7 ofthe Government Code) and amendments thereto, and pursuant to the provisions of Article 7 of Chapter 1, and Sections 62.105 through 62.117, inclusive, of the Municipal Code of the CIT'/, as amended, for the constructlon and inst<:Jilation of certain public improvements in accordance with the terms and conditions stipulated in .said agreement, and Is required by the CITY to give this bond ln connection with the execution of said Bgreement as a contract for approval of that certain division of land known as:

TRACT NO. 71344

NOW, THEREFORE, if the above bounden PRINCIPAL, his or lts heirs, executors, administrators, or assigns, shalf ln all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in said annexed agreement and any alteration thereof made as therain provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in au respects according to their tme intent .and meaning, and shall indemnify and save harmless the ClTY, its officers, agents and employees, as therein stipulabed, then thls obligation shall become null and void; otherwise Jt shail be and remain in full force and effect

Eng. 3,8058 (Rev, 09/94) Bond Ref. No. 12272 Page 1 of 2

Contln uation Sheet For:

SUBDIVlSlON IMPROVEMENT AND WARRANTY PERFORMANCE BOND

.• '

AS PART OF THE OBLIGATION SECURED Hf;:REBY, and In addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's f.eest incurred by the CITY in successfully enforcing such obllgatlon, aU to be taxed as costs and included in any judgment rendered therefor.

THE SURETY hereby stipulates and agrees tha~ no change, extension of tlmei a~teration or addltion to the terms of the annexed agreement, or to the work to be performed thereunder, or to the specifications accompanying the work to be performed, shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of said agreement, or to the work, or to the plans and specifications. The provisions of Section 2945 of the Civil Code are not a condition precedent to the Surety's obligation hereunder, and are hereby waived by the SURETY',

IN WITNESS WHEREOF, this instrument has been du!y executed by the above named PRINCIPAL and SURETY on May 9 , 20u__.

Principal Signatories URBAN COMMONS 8EL1JNGHAM 9 LLC

~~~~:1.-".....' ) __ _

·-s~~~·-~ ;,\-(~ r i\(~J~·:J(~ tJ .}\C.:<H0\1'/tEDGj\lEi'l't

SURETY:. Indemntty Com_eany of Californi§, /,.. :1 J / / J,. //

I l I '/ /'/1 By: \.jfr!,"rY~.cf.~.;~;tt 1----.. Andrew J. Shaker

.- ~

Suraty'sAd<ifess: 17780 Fitch, Suite 200, Irvine, CA 92614

E'ng~ 3.8058 (Revo 09/94) Bond Ref. t'lo, '12272

{Attorney-in-Fact)

Page 2 of 2

POWER OF ATTORNEY FOR DEVELOPERS SURETY AND iNDEMNITY. COMPANY

INDEMNITY COMPANY OF CALifORNIA PO Box 19725, IRVINE, CA 92623 (949) 263-3300

KNOVV ALL MEN BY THESE PRESENTS, !hat as except as expressly limited, DEVELOPERS SURETY AND INOEM~IITY COMPANY and INDEMNITY COtviPANY OF CALIFORNIA, da each, hereby make, constitute and appoint

***Charles P. Swan; Gerry Lewis, Andrew J. Shaker, Kristine L. Clearman,·jointly or severally***

as their true and lawful Allarney(s)-in-Fact, lo make, execute, deliver and acl<nowledge, for and an behalf of said corporations, as sureties, bends, undertakings and contracts cf surely­ship giving and granting unto said Attarney(s )-in-Fact full power and authority to do and to perform every acl necessary, requisite or proper to be don':' in connection therewith as each of said carpGrations could do, butreserving to each· of said corporations full power of S\lbstitution and revocation, and all of the acts of said Attorney(sHn-Fact, pursuant to these presents, are hereby ralifled and confirmed.

This Power of Attorney is granted and is signed by facsimile under and by authority of the following resolutions adopted by the respective Board of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of January 1st, 2008.

RESOLVED, that the chairman of the Board, the President and any Vice President of the corporation be, and !hat each of them hereby is, authorized to execute Powers of Attorney, qualifying the attorney(s) named in the Powers of Attorney to execute, on behalf of the corporations, bonds, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secretary of the corporations be, and each of them hereby is, authorized to attest the execution of any such Power of Attorney:

RESOLVED, FURTHER, that the signatures of suct1 officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Attorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporations when so affixed and in the future with respect to any bond, undertaking or contract of suretyship to which it is attached.

IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective Vice President and attested by their respective Assistant Secretary this January 1st, 2008.

By:_ ,~ {__

Daniel Young, Vice President

By:~~ Stephen T. Pate, Senior Vice President

State of California County of Orange

On______ August 13th, 2008 _____ before me,-------·----- Jenny TT Nguyen, Notar1 Public Date Here Insert Name and Title of the Officer

personally appeared __ _ ----· ··----------· Daniel Yaung and Stephen T. Pale Name(s) of Signer(s)

-------------··-----~

JENNY iT NGt.N'EN COMM. # 1791640

NOTARY PUBliC~ ORANGE COUNTY

My comm. a:<pires ·

Place NotarJ Seal Above

who proved to me on the basis of satisfactorj evidence to be lhe person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capaclty(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAlTY OF PERJURY under the laws of the State of California that !he foregoing paragraph is true and correct ·

CERTIFICATE

The undersigned, as Assistant SecretarJ, of DEVELOPERS SURETY AND INDEMNITY COii!IP.~NY and INDEMNITY COMPANY OF CALIFORNIA, does hereby certify that the foregoing Power of Attorney remains in full force and l1as nol been revoked, and furthermore, that the provisions of the resolutions.of the respective Boards of Directors of said corporations set forth in !he Power of Attorney, are in force as of the date of this Certificate.

This Certificate is executed in the City of Irvine. Califcmia, th~ t h day of MaY .2011

=----:tf-+------'---~ -~~ istant Secretary

I0-13B00Net)(Rev.07/07)

State of California

County of Los Angeles } On _5_,/'--9--'-/-::1~1--~

Dale before me, Charles P Swan

----~~~~~~H~er~e~lns~e~rt~Nam~e~a~nd~T~itl~eo~t~lh~e~O~~ic~er~~~·

personally ·appeared __ A_n_d_r_e_w_J_S_h_a_k_e_r __ ........,.,~,.,.-,;;----,.-,,-------------~ Name(s) ol Signer(s)

C~i>\R!L~\'i ill! :tW~i\1 CommJBsiM # ~ 1~©:22~ ~Ot©fo/ iii'!JiiMi© ~ C©iiU©mi© j

!L,Q:; Arl~®i®~ C,C!J!f'l'¥ ~

M>/CI:mm.~~27.~U2

Place Notary Seal Above

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they e)(ecuted the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, e)(ecuted the instrument

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

WITNESS my hand and official seal.

i'J.vr._ ,, _\ i)f ;' ·~~s~:\ )J, ., ~· ' ~v ~ v'f I) ;/) /vV <'1/y-./

----"''-- Signaturo ot Notary Public Signature

Though the information below is not required IW law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document.

Title or Type of Document:~~-~-----

Document Date:

Signer(s) Other Than f\.lamed Above:

Signer's Name:------~ 0 Individual 0 Corporate Officer~ Title(s): 0 Partner- D Limited iJ General iJ Attorney in Fact 0 Trustee 0 Guardian or Conservator D Other: ___________ _

Signer Is Representing:~~--~

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NumberofPages: _____________ __

Signer's f\lame: _______________________ _

D Individual D Corporate Officer- Title(s): __________ _

D Partner- 0 Limited D General 0 Attorney in :=act []Trustee

D Guardian or Conservator D Other:

Signer Is Representing:

Top of thumb here

©2007 National Notary Association • 9350 De Solo Ave., P.O. Box 2402 • Chatsworth, CA 91313 .. 2•102 'www.~laiianaiNolo~J.org l!em #5907 Reorder: Cal! Toll-Free ·t-800-876-6827

City of Los Angeles DEPARTMENT OF PUBUC WORKS Office of the City Engineer

VALLEY

District/Division Design Office , Council District No. Date Issued: 04/19/2011

Bond Premium is included in the cost of Subdivision a~ Warranty Performance Bond

3508823 SURETY'S BOND NO,

CAO-R!SK MANAGEMEN 1 NO.

SUBDiVISION LABOR AND MATERIAL PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, URBAN COMMONS BELLINGHAM, lLC

as PRlNCIPAL and Indemnity Company of California _ a corporation incorporated under the laws of the State of California and authorized by the laws of the State of California to execute bonds and undertakings as sole surety, as SURETY, are held and firmly bound unto the City of Los Angeles, in the JUST and FULL SUM of SIXTEEN THOUSAND FIVE HUNDRED AND N0/100 Do.Uars {$16,500.00). lawful money of the United States) for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, e;<ecutors, administrators, successors, and assigns, jointly and severally, firmly by these presents,

The CONDITION of the foregoing obligation is such that WHEREAS the PRINCIPAL has entered or Is about to enter lnto a contract with the CITY, pursuant to the authority of an act nf the Legislature of the State of California known as the "Subdivision Map Act" (Division 2, commendrng with Section 68410, of Title 7 of the Government Code) and amendments thereto, for the construction and lnstallatlon of certain public improvements in accordance with the terms and conditions stipulated in said contract, and WHEREAS, pursuant to said Code, the PRINCIPAL must give this PAYMENT BOND as a condition to the execution of said contract, and for approval by the C1TY of that certain divislon of land known as:

TRACT NO. 71344

NOW, THEREFORE, if said PRINCIPAL fans to pay the Contractor or his Subcontractors, or fails to pay persons renting equipment or furnishing labor or materials of any kind for the performance of said contract, or fails to pay amounts due under the Unemployment lnsuranca Act 'With respect to such work or labor, then said SURETY will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, wi!! pay! in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney's fees, lncurred by the CITY in successfully enforcing such obligation, to be awarded and fixed by the court~ and to be taxed as costs and to be Included in the judgment therein rendered.

Eng. 3.805C {Rev. 09-94) Bond Ret No. 12272 ·Page ·1 of 2

Continuation Shee~ For: SUED!VJSJON LABOR AND MATEfUAL PAYMENT BOND

!T IS EXPRESSLY S 1 !PULA TED AND AGREED that thls bond shall insum to the benefit of any and all persons, companies and corporations entitled to file claims under Tltle 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code, so as to glve a right of action to them or their assigns to any suit brought upon this bond.

SHOULD THE CONDITION of this bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain In full force and effect.

THE SURETY hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the work to be performed thereunderj or to plans and specificatlons for the work to be performed, shall in any manner affect its obligations on this bond, and it does hereby waive notice O'f any such change, extension~ alteration or addition. The provisions of Section 2845 of the Civil Code are not a condition precedent to the SURETY's obligation hereunder and are hereby waived by the SURETY.

!N WITNESS WHEREOF, this instrument has been duly executed by the above named PRINCIPAL and SURETY on May 9 , 20 _11___.

Principal Signatorles Prindpal Signatories URBAN COMMONS BELUNGHAM,LLC

A(r'ALJHEt:! );ct;;'X,'ti/0\·VL lC::£JiC~,~\l.ENT

Taylor Woods,_ Manager

--~---------··-----

---------------·------~-·-·-

SURE1)(:.\ Indemnity Company of Californ_ia / \ ' •i /.)o~

/ ! /.// __ .,(.j;r ~/ By: ( /i/}·.,_::---t/>.':{f'.«':? /""~-~ Andrew J. Shaker

I ' (Attorney-in-Fact)

I Surety's Addr?'ss: 17780 Fitch, Suite 200, Irvine CA 92614

Eng, 3.805C (Rev·: 09-94) Bond ReL ]\Jo. i 2.272 Page 2 of2

POWER OF ATTORNEY fOR DEVELOPERS SURETY AND !~IDEMN!TY COMPANY

INDEMNITY COMPANY OF CAliFORNIA PO Sox 19725, IRVINE, CA 92623 (949) 263-3300

KNOW AlL MEN BY THESE PRESENTS, lhat as except as expressly limited, DEVELOPERS SURETY AND INDEiviNITY COMPANY and INDEMNITY COMPANY OF CAliFORNIA, do each, hereby make, constitute and appoint

***Charles P. Swan, Gerry Levvis, Andrew J. Shaker, Kristine L. Clearman, joi'ntly or severally***

as their true and lawful Attorney(s)-in-Facl, to make, execute, deliver and ac~nowledge, for and on behalf of said corporations, as sureties, bonds, undertakings and contracts of surety­ship giving and granting unto said Attorney(sHn-Fact full power and authority to do and to perform evert act necessary, requisite or proper to be done in cqnneclion therewith as each of said corporations could do, but reserving to each of said corporations full power of substitution and revocation, and all of the acts of said Attorney(sHn-Facl, pursuant to these presents, are hereby raUfied and confirmed"

This Power of Altorney is granted and is signed by facsimile under and by aut110rity of the following resolutions adapted by the respective Board of Directors of DEVELOPERS SURETY AND INDEMNITY COMPANY and INDEMNITY COMPANY OF CALIFORNIA, effective as of January 1st, 2008.

RESOLVED, that !he chairman of the Board, the President and any Vice President oi the corporation be, and that each of them hereby is, authorized to execute Powers of Attorney, qualifying the atlarney(s) named in the Powers of Attorney to execute, on behalf of the corporations, bends, undertakings and contracts of suretyship; and that the Secretary or any Assistant Secreta!)' of the corporations be, and each of them hereby is, authorized to attest the execution of any such Power of Attorney;

RESOLVED, FURTHER, that the signatures of such officers may be affixed to any such Power of Attorney or to any certificate relating thereto by facsimile, and any such Power of Atlorney or certificate bearing such facsimile signatures shall be valid and binding upon the corporations when so affixed and in the future with respect to any band, undertaking or contract of suretyship to which it is attached.

IN WITNESS WHEREOF, DEVELOPERS SURETY AND INDEMNITY COMP,~NY and INDEMNITY COMPANY OF CALIFORNIA have severally caused these presents to be signed by their respective Vice President and attested by their respective Assistant Secretary !his January 1st, 2008.

~'A~ By ___ ~ ~

Dame! Young, Vice Pres! dent V

By:_~~ Stephen T. Pate, Senior Vice President

State of California County of Orange

On ______ .ill!ill!st 13th 2008 before me,-~ Date

personally appeared~---------~~----

· JSNNYTT NG~ COMM. # 1191.640

NOTARY PUBUC ~ ORANGE ctJiJN:r.t

Feb.

Place Notar; Seal Above

Jenny TT Nguyen. NolarJ Public Here Insert Name and Tille of the Officer

.-------"'D::::an.iel Young and Stephen T. Pate Name(s) of Signer(s)

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac~nowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument lhe person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

CERTIFICATE

The undersigned, as Assistant Secretary, of DEVELOPERS SURETY AND INDEMNIW COMPANY and INDEMNITY COMPANY OF CALIFORNIA, does hereby certify !hat the foregoing Power of Attorney remains in full Force and has not been revoked, and furthermore, that lhe provisions of lhe resolutions of the respective Boards of Directors of said corporations set forth in !he Power of Attorney, are in force as of the date of this Certificate.

2011

ID- i 380(Wet)(Rev.07/07)

State of California

Countyof~ __ L_o_s~A __ n_g_e_l_e __ s~-------------~ } On 5/9/11 before me, Charles P Swan

Date Here Insert Name and Tille ol lhe OHicer

personally appeared Andrew J Shaker

CHA!<'t.:ES ~ SWA\'4 Commla;;~on #I 17~©2~:-J Not©~Y iF'ufol!c - c:g;:)moml© ~

1.©! ~nge~e~ C~Mniw :! ~car.m.~~:27,~U~

Place Notary Seal Abovs

Name(s)~ot Signer(s)

who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capadty(ies), ancl that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, 8)(ecuted the instrument.

I certify under PEN/\LTV OF PERJURY under the lavvs of the State of Calh'ornia that the foregoing paragraph is true and correct.

Signature Signature at Notary Public

O!PTJONA!L ~------------= Though the information below is not required by Jaw. it may prove valuable to persons relying on the document

and could prevent fraudulent removal and reattachment of this form to another document.

Title or Type of Document

Document Date: ___ _

Signer(s) Other Than f\.lamed Above:

Capaclty{ies) Clalmed by Signer(s)

Signer's i\lame: ------~-~----------0 Individual D Corporate Officer-- Title(s): D Partner-- D Limited D General rJ Attorney in Fact D Trustee [J Guardian or Conservator D Other: ________ _

Signer Is Representing: ______ _

i\lumber of Pages: ___ _

Signer's f\Jame: _____ _

D Individual D Corporate Officer-- Title(s): D Partner-- D Limited D General D Attorney in Fact D Trustee ll Guardian or Conservator

D Other:~~----

Signer Is Representing:

Top ol thurnb here

©2GD7 National No!a0} Association' 9350 De Solo 1\ve.", P.O. Box 2402 >Chatsworth, CA 91313-2402' www NalionaiNotaryorg Item #5907 Reorder: Call Toii·Free 1-800-876-6827

St<:.1te of CaliforniD Count>-' of 0\2.-A-N &e

before me, ~-M_,_j_UP>l 't>rz.?:C..!C- lN O""fA-~'=fJ (insert n<Jme Bnd tltle of the officer)

personully appeared tPr t.-0 tL rz-_, woovS who proved to rne on tr1e bas1s of satisfactmy evidence to !::e the pArsonysJ whose n<::~rne1;(: is .. 2/e ~)scribed to the 'Nithin in~:-trument and ackno1Nie;J9\cl to me tha~:::)ie/tl17'f executed the same in \~~-yl-~r/tlijll'r authorized copacftyOJf:\ and that byeiYI·yeritl~lr ~;i~lnature(j) on the instrun1ent the ;:::·ersonf;{i, or the entlty upon beiK1If of 'Nilicll the personyt) <Jctecl, executed the instrument.

I certify unde1· PE~~ALTY OF PERJURY under ihe laws of tlw State of Co.liforni<J u-1at tl~e foregoin9 purD!Jrapll is true anc! correct.

___ '---~ A ______ 1/L_ . ------ _ Signc,ture __ :__~ { [~ {Seal)

,-------~~---------------------·---

DESCRlPTJO)f OF THE ATTACHED DOCU1v1ENT

----~-.,.---

(Title cr d<:ccrip:ioJJ of at:,,chej c:o:ume:11t;t

Number of Pages ___ Document Dmr: ___ _

City of Los Angeles

ACCEPTED RJSK MANAGEMENT

CITY ADMINISTRATIVE OFFICE

DEPARTMENT OF PUBLIC WORKS SUBDIVISION IMPROVEMENT AGREEMENT AND CONTRACT

THIS AGREEMENT AND CONTRACT, made and entered into, by and between the CITY OF LOS ANGELES, hereinafter designated as the CITY; and URBAN COMMONS BELLINGHAM, LLC

hereinafter designated as SUBDIVIDER; WITNESSETH:

ONE: For, and in consideration of the approval of the final map of that certain division of land known as:

TRACT NO. 71344

and for acceptance of the dedication therein by the CITY, the SUBDIVlDER hereby agrees, at his own costs and expense, to construct and install all public improvements required in and adjoining and covered by the final map which are shown on plans, profiles and specifications, previously supplied to the City Engineer; and to furnish all equipment, labor and materials necessary to construct, install and complete the required improvements in a good and workmanlike manner. The estimated cost for completion of the above-mentioned work and improvement is the sum of

THIRTY THREE THOUSAND AND N0/100 Dollars ($33,000.00).

TWO: It is agreed that the SUBDIVIDER has furnished to the City Engineer all necessary final plans, profiles and standard specifications for the required public improvements; or, that in lieu of such final plans, profiles and specifications, the City Engineer has been furnished preliminary plans that are of sufficient detail so as to be approved by the City Engineer for use in the preparation of the estimated cost of the required improvements. In consideration of the acceptance of such preliminary plans by the City Engineer, the SUBDIVIDER hereby agrees to furnish all necessary final plans, profiles and specifications in a form that will be sufficient to be processed and approved by the City Engineer not later than six (6) -months from the date the final map of said subdivision of land is filed for record with the County Recorder, County of Los Angeles, State of California.

THREE: The SUBDIVIDER agrees to perform all of the above-mentioned work under permit or · permits to be issued by the Board of Public Works, hereinafter designated as the BOARD. All work shall be performed in accordance with the standards and specifications of the BOARD, as amended, and to the approval of the City Engineer. The SUBDIVl DER further agrees to pay for such inspection of work and improvements as may be required by the BOARD, and the performance of the work shall be further conditioned upon due compliance vvith all of the provisions of Article 7 of Chapter 1, and Sections 62.105 through 62.117, inclusive, of the Los Angeles Municipal Code, as amended.

·:: ~: ·:. •. . .. •:_ . '· ·'

Continuation Sheet For:

SUBDiVlSlON lMPROVEMENT AGREEMENT AND CONTRACT

FOUR: In the event said work is required to be performed under Class "B" Permit as defined in Section 62.106 of the Municipal Code, the SUBDIVIDER hereby agrees to obtain said permit from the City Engineer, including payment of all necessary fees as required under the provisions of · Sections 62. i 10 and 62.111 of said Code, prior to certification of the final map by the City Engineer.

FIVE: If the planting of street trees is required under the conditions of approval established by the Advisory Agency, the SUBDIVIDER shall install all required trees and shall pay all main'tenance fees for each tree required to be planted by the SUBDIVIDER, in accordance with the maintenance fee schedule set forth in Section 62.176 of the Municipal Code. Said fees shall be paid to the Bureau of Engineering of the DEPARTMENT OF PUBLJC WORKS and shall be included in the permit fee deposit for the permit type determined by the Bureau of Engieering.

SIX: The SUBDIVIDER agrees to perform any changes or alterations required by the CITY in the construction and installation of the required improvements, provided that all such changes or alterations do not exceed ten (1 0) percent of the original estimated cost of such improvements; and the SUBDIVIDER further agrees; to install such devices for the abatement of erosion or flood hazard as may be required under the provisions of Section 61.02 of the Municipal Code; the costs of each of the above to be borne by the SUBDIVIDER

SEVEN: The SUBDIVIDER expressly agrees to perform the above-mentioned work in a diligent and workmanlike manner so as to complete the construction and installation of all required public improvements on or before twenty-four {24) months from the date the final map is filed for record with the County Recorder, County of los Angeles, State of California; or within any lavvful extension of said term, or as otherwise·provided by lavv. The SUBDlVIDER acknowledges that in the event any extension of term is granted, the City Engineer may impose additional conditions in accordance vvith Section 17.088-3 of the Municipal Code.

EIGHT: The SUBDIVIDER agrees to warrant ali work performed against any defective workmanship, or labor done, or defective materials furnished in the performance of the work required by this contract. The term of this warranty shall expire one year from the date of acceptance of the completed improvements by the City Engineer, all as required under Chapter 5 of Division 2 of Title 7 of the State of California Government Code, known as the "Subdivision Map Act," and as amended. The estimated amount sufficient for warranty is the sum of NONE.

NINE: The CITY shall not, nor shall any officer or employee thereof, be liable or responsible for any accident, loss or damage happening or occurring from or to the works specified in thjs contract prior to the completion and acceptance of the same by the City Engineer; nor shall the CITY, nor any officer or employee thereof, be Hable for any persons or property injured by reason of the nature of said work, or by reason of the acts or omissions of the SUBDIVIDER, his agents or employees, in the performance of said 'Nark; but all of said liabilities shall be assumed by the SUBDIVIDER. The SUBD!Vl DER further agrees to protect, defend and hold harmless the CITY and its offlcers and employees from all loss, liability or claim because of, or arising out of, the acts or omissions of the SUBD!VlDER, or his agents and employees, in the performance of this contract, or arising out of the use of any patent or patented article in the construction of said work.

... ,: ._ ~ ~ -. . - ·· ... ; ··, 1 '>

Continuation Sheet For:

SU8DlV!SlON IMPROVEMENT AGREE~;1ENT AND CONTRACT

TEN: lt is agreed that the SUBDIVIDI::R has flied or deposited with the CITY a good and sufficient IMPROVEMENT SECURITY in accordance with the provisions of Section 17.08G of the Municipal Code of the CITY, in an amotlnt equal to or greater than the estimated cost of construction and installation of the required improvements and an amount sufficient to act as warranty for said improvements as defined in Article Eight hereof, together with reasonable attorney's fees which may be incurred by the CITY in enforcing the terms and conditions of this contract IN ADDITION TO the Improvement Secur'ity, it is further agreed that the SUBDIVIDER has flied· or deposited a good and sufficient PAYMENT SECURITY for labor and materials in an amount not less than fifty (50) percent of the amount of the Improvement Security, to secure the claims to which reference is made in Title 15, commencing with Section 3082, of Part 4 of Division 3 of the Civil Code of the State of California. If the sureties or security on either said Improvement Security or Payment Security, or both, in the opinion of the CITY become insufficient, in any respect, the SUBOIVlDER hereby agrees to furnish sufficient additional security within ten (10) days after receiving notice from the CITY that said extant securities are insufficient.

ELEVEN: It is further understood and agreed, that in the event it is deemed necessary to extend the time for the performance of the work contemplated to be done under this contract, such extensions of time may be granted by the City Engineer or by the BOARD, or both, either at their own option or upon request of the SUBDIVIDER, and such extensions shall in no way affect the validity of this contract, the Subdivision Cash or Negotiable Security Improvement and Warranty Performance Agreement executed in connection herewith or release the Surety on any Surety Bcind or Bonds, Such extensions of time may be conditioned upon a construction schedule to be specified by the City Engineer, and/or a revision of the Improvement Security based on revised estimated improvement costs, and/or revision of the plans, profiles and specifications used for the construction and installation of the required improvements to comply with the standards and specifications of the BOARD in effect at the time such extension of time is granted.

TWELVE: The SUBDIVIDER further agrees to maintain the aforesaid Improvement and Payment Security in full force and effect, during the term of this contract, including any extensions of time as may be granted thereto.

THIRTEEN: If the SUBDIVIDER neglects, refuses or fails to prosecute the required work with such diligence as to insure its completion within the time specified herein, or within such extension of said time· as may have been granted by the City Engineer or by the BOARD, or both, or if the SUBDIVlDER neglects, refuses or fails to perform satisfactorily any of the provisions of the improvement construction permit, plans and profiles, or specifications, or any other act required under this agreement and contract, the BOARD may declare this agreement and contract in default

Immediately upon a declaration of default, the Subdivider and Surety shall be liable to City for the cost of construction and installation of the public improvements and for costs and reasonable expense and fees, including reasonable attorneys' fees incurred in enforcing this Agreement and Contract.

/4. notice of default shall be mailed to the SUBDIVJDER and any Surety and the Board shall cause a demand to be made for payment of any negotiable securities held as Improvement Securities in connection with thls Agreement and Contract.

·1-:.;, .') .

Continuation $heet For:

SUBDJVlSlON IMPROVEMENT AGREEMENT AND CONTRACT

In the event of such default, the SUBDIVIDER hereby grants to the CITY and/or the Surety upon any Surety Bond, the irrevocable permission to enter upon the lands of the subject division of land for the purpose of completing the required improvements. The CITY reserves the right if it elects to do the work to exclude the SUBDIVIDER from the site in order to complete the required work either by CITY forces or by separate contract.

IN WITNESS WHEREOF, this instrument has been duly executed by the above named SUBDIVIDER on , 20 __ _

SEE INSTRUCTIONS FOR SlGNATURES AND ACKNOWLEDGMENTS ON "NOTICE TO CLASS B PERMIT AND BOND APPLICANTS" (FORM ENG. 3.69.3-REVISED)

District Design Offlce: VALLEY

Council District f\Jo.:

Date !ssuecl: 04/19/2011

Location: 5312 HERMJTAGE AVE

THOMAS RAi\lllREZ !I .: Commiasion ·# 1923605 ~ ~h:;r1nry Puillic - C 1l~ilom1a ~ ;;z Lus AngehJs Cmmiy ~

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State of Cc1iifornia County of D•(LttN &E

On M ftv( before me, M . !L-eN\) l'2-:!:-GIL c 1\) D1 A~\~·­(inseti n~:rne 8 nd title of tile off1 cer)

personally appeared lA-Y L--0 rZ-- (L. W'DD DS h-

vvtlo rrovs(J to rne on tt·1e ba·;is of ·:,atisfact01y evidence to l::e the pereson(1) 'Nhose n<:HTJe~@2fe ~:;crfbed to u·1e V•/ithin instrun1ent <.We! acknow!edaed to rne tl18t!J2.>0Jfle/tlf4y executec! tl-:e same in \!.l..:Yt)4rithp1r m:thorized capac:ity(i¢), and that bytf-ii:;'ft-yet."/tJ")kir ·;i~Jnature(£) on the instrurne.nt tt-1e person{J)', or tile ent!t'y upon belwlf of wmcll the ;k§;:m~ ocTecl, executecl the m~.trurnent

! certify uncler PEN/\L TY OF PERJURY under the 18'•.'/S of the State of Cal1fornin u-1at the fore~101nQ parc1\;_!rc1pl1 1s true ancl correct

\t\i!TNESS my !l<:mcl and official sea!

S1 Qn ature ____.J~_V_L( _Lb_:::::-~=== (Seal)

DESCPlPTIO)f OF THE ATTACHED DOCUiviE::n

Number of Pages ___ Document Dme:_~-~-

OPERATING AGREEMENT FOR

URBAN COMMONS BELLINGHAM, lLC

THE MEMBERSHIP INTERESTS IN URBAN COMMONS BELLINGHAM, LLC HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED WITH THE CORPORATIONS OR SECURITIES COMMISSIONER OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION AND QUALIFICATION REQUIREMENTS OF SUCH LAWS. ANY ATTEMPTED TRANSFER OF THE SECURITIES IS RESTRICTED BY SUCH LAWS AS WELL AS RESTRICTIONS DESCRIBED IN THE WITHIN AGREEMENT.

Dated: April 10, 201 0

36127.7

TABLE Of CONTENTS

ARTICLE 1: DEFINITIONS ................................................................................................. 1 1 . 1 "Act" ............................................................................................................... 1 1.2 "Adjusted Capital Account Deficit" ................................................................. 1 i .3 "Affiliate" ........................................................................................................ i 1 .4 "Agreement" ................................................................................................... 1 i .5 "Assignee" ..................................................................................................... 1 1.6 "Assigning Member" ...................................................................................... 2 1.7 "Available Capital Proceeds" ......................................................................... 2 1.8 "Available Cash Flow" .................................................................................... 2 1.9 "Award" .......................................................................................................... 2 1 .1 0 "Book Depreciation" ....................................................................................... 2 1.11 "Bona Fide Offer" ........................................................................................... 2 1 .12 "Capital Account" ........................................................................................... 2 1 .13 "Capital Contribution" ..................................................................................... 2 1 . 1 4 "Capital Event" ............................................................................................... 2 1.15 "Code" or "IRC" .............................................................................................. 2 1 .16 "Company" ..................................................................................................... 2 1.17 "Company Minimum Gain" ............................................................................. 2 ; .18 "Economic Interest" ....................................................................................... 2 i .19 "Encumber" .................................................................................................... 3 1 .20 "Encumbrance" .............................................................................................. 3 1 .21 "Expiration Date" ............................................................................................ 3 1.22 "Fair Option Price" ......................................................................................... 3 1.23 "Gross Asset Value" ...................................................................................... 3 1.24 "Indemnified Party" ........................................................................................ 3 1 .25 "Initial Members" ............................................................................................ 3 1.26 "Investors" ...................................................................................................... 3 1.27 "Involuntary Transfer" .................................................................................... 3 1.28 "IRR" .............................................................................................................. 3 1.29 "Liabilities" ..................................................................................................... 4 1.30 "Losses" ......................................................................................................... 4 1.31 "(TBD)" .......................................................................................................... 4 i .32 "Major Decision" ............................................................................................ 4 1.33 "Manager" or "Managers" .............................................................................. 4 1.34 "Member" ....................................................................................................... 4 1.35 "Member Nonrecourse Debt" ......................................................................... 4 1 .36 "Member Nonrecourse Debt Minimum Gain" ................................................ .4 1.37 "Member Nonrecourse Deductions" ............................................................... 4 1.38 "Membership Interest" ................................................................................... 4 i .39 "Membership Interest Certificates'' ................................................................. 4 i .40 "Non-Contributing Member" ........................................................................... 5 i .41 "Nonrecourse Deductions" ............................................................................. 5 1.42 "Nonrecourse Liability" ................................................................................... 5 1.43 "Notice" .......................................................................................................... 5

36127.7

i .44 "Note" ............................................................................................................ 5 1 .45 "Option Date" ................................................................................................. 5 1 .46 "Partner" ........................................................................................................ 5 1.47 "Percent of the Members" .............................................................................. 5 1.48 "Percentage Interest" ..................................................................................... 5 1.49 "Person" ......................................................................................................... 5 1 .51 "Profits" and "Losses" .................................................................................... 5 i .52 "Property" ...................................................................................................... 5 1.53 "Proxy" ........................................................................................................... 6 1 .54 "Regulations" ................................................................................................. 6 1.55 "Reserve Amount" ......................................................................................... 6 1 .56 "Reserves" ..................................................................................................... 6 1 .57 "Secretary" ..................................................................................................... 6 i .58 "Selling Member" ........................................................................................... 6 1 .59 "Substituted Member ..................................................................................... 6 1 . 60 "Successor in Interest'' ................................................................................... 6 1.61 "Tax Item" ...................................................................................................... 6 1.62 "Tax Matters Member" ................................................................................... 6 1.63 "Transfer" ....................................................................................................... 6 1.64 "Triggering Event" .......................................................................................... 6 1.65 "Two-Thirds of Members" .............................................................................. 6 1.66 "Unreturned Capital Contributions" ................................................................ 7 1.67 "Urban Commons" ......................................................................................... 7 1.68 "Voluntary Contributing Member" ................................................................... 7 1.69 "Vote" ............................................................................................................. 7 i .70 "Voting Interest" ............................................................................................. 7

ARTICLE II: ORGANIZATION ............................................................................................ 7

ARTICLE Ill: CAPITAL AND CAPITAL CONTRIBUTlONS ................................................ 8

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS ..................................................... 11

ARTICLE V: MANAGEMENT ........................................................................................... 17

ARTICLE VI: ACCOUNTS AND ACCOUNTING .............................................................. 24

ARTICLE VII: MEMBERSHIP-MEETINGS, VOTING, INDEMNITY ................................. 27

ARTICLE VII!: TRANSFERS OF MEMBERSHIP INTERESTS ........................................ 29

ARTICLE IX: DISSOLUTION AND WINDING UP ............................................................ 33

ARTICLE X: INDEMNIFICATION AND ARBITRATION ................................................... 35

ARTICLE XI: INVESTMENT REPRESENTATIONS ........................................................ 36

ARTICLE XII: ATTORNEY-IN-FACT AND AGENT .......................................................... 36

36127.7

ARTICLE XIII: GENERAL PROVISIONS ......................................................................... 37

EXHIBIT "A" INITIAL MEMBERS, POSITION AND PERCENTAGE INTERESTS ........... 41

EXHIBIT "8" INTERNAL RATE OF RETURN EXPLANATION AND SAMPLE CALCULATION ................................................................................................................. 42

36127.7

OPERATING AGREEMENT for

URBAN COMMONS BElliNGHAM, llC

A. THIS OPERATING AGREEMENT is effective as of April 10, 2010 by and among the individuals and entities identified on the signature pages attached to this Agreement and listed on Exhibit "A" attached hereto (referred to individually as a "Member" and collectively as the "Members").

B. The Members desire to form a limited liability company (the "Company") under the Delaware Liability Company Act, 6 Del. C § 18-101 et seq.

C. The Members enter into this Agreement to form and provide for the governance of the Company and the conduct of its business, and to specify their relative rights and obligations.

NOW THEREFORE, the Members agree as follows:

ARTICLE 1:

DEFINITIONS

Capitalized terms used in this Agreement have the meanings specified in this Article or elsewhere in this Agreement

1.1 "Act" means the Delaware Limited Liability Company Act (6 DeL C. § 18-1 01 et seq.), as amended from time to time.

i .2 "Adjusted Capital Account Deficit" is defined in Section 4.3(a).

1.3 "Affiliate" of a Member or a Manager means (a) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Member or (b) the parent, spouse, sibling (including the sibling's spouse) or child (including the child's spouse) of any Member, Manager or Person with direct or indirect, through one or more intermediaries, control over any Member or Manager. The term "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through membership, ownership of voting securities, by contract, or otherwise.

1.4 "Agreement" means this Operating Agreement, as originally executed and as amended from time to time.

1.5 "Assignee" means a person who has acquired a Member's Economic Interest in the Company, by way of a Transfer in accordance with the terms of this Agreement, but who has not become a Member.

36127.7 PAGE 1

1 .6 "Assigning Member" means a Member who by means of a Transfer has transferred an Economic Interest in the Company to an Assignee.

1.7 "Available Capital Proceeds" means, with respect to any fiscal year, the net cash proceeds remaining in the Company and available for distribution derived from any Capital Event, after deduction of amounts required for all expenses incurred by the Company in connection with obtaining such proceeds and any amounts required for the payment of Company indebtedness, as determined by the Manager(s).

1.8 "Available Cash Flow" means all cash received from Company operations not including amounts received as Capital Contributions, reduced by all cash paid as determined by the Manager(s), including payment of Company indebtedness or amounts used to establish Reserves.

1 .9 "Award" is defined in Section 8.5(a).

i. i 0 "Book Depreciation" is defined in Section 4.3(b).

1.11 "Bona Fide Offer" is defined in Section 8.3.

1.12 "Capital Account" means, with respect to any Member, the account reflecting the capital interest of the Member in the Company, consisting of the Member's initial Capital Contribution maintained and adjusted in accordance with Section 3.4.

1 .13 "Capital Contribution" means, with respect to any Member, the amount of money and the fair market value of any property (other than money) at the time such property is contributed to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take "subject to" under IRC Section 752) (a} in consideration of a Percentage Interest held by such Member or (b) as additional Capital Contributions made in accordance with Sections 3.2 and 3.3. A Capital Contribution shall not be deemed a loan.

1. i 4 "Capital Event" means a sale or disposition of any of the Company's capital assets, the receipt of insurance and other proceeds derived from the involuntary conversion of Property, the receipt of proceeds from a refinancing of Property, or a similar event with respect to Property or assets.

1.15 "Code" or "IRC" means the Internal Revenue Code of i 986, as amended, and any successor provision.

1.16 "Company" means the company named in Section 2.2 of this Agreement.

1.17 "Company Minimum Gain" is defined in Section 4.3(c).

1.18 "Economic Interest" means a Person's share of (a) the Company's items of income, gain, deduction, loss and expense, and (b) the distributions of the Company's assets pursuant to this Agreement and the Act, but shall not include any

36127.7 PAGE2

other rights of a Member, including, without limitation, the right to vote or participate in the management of the Company, or any right to information concerning the business and affairs of the Company.

1.19 "Encumber" means the act of creating or purporting to create an Encumbrance, whether or not perfected under applicable law.

1.20 "Encumbrance" means, with respect to any Membership Interest, or any element thereof, a mortgage, pledge, security interest, lien, proxy coupled with an interest (other than as contemplated in this Agreement), option, or preferential right to purchase.

1.21 "Expiration Date" is defined in Section 8.5(a).

1.22 "Fair Option Price" is defined in Section 8.8.

1.23 "Gross Asset Value" means, with respect to any item of Property, the item's adjusted basis for federal income tax purposes, except as follows:

(a) The initial Gross Asset Value of any item of property contributed by a Member to the Company shall be the fair market value of such property, as mutually agreed by the contributing Member and the Company;

(b) The Gross Asset Value of any item of Property distributed to any Member shall be the fair market value of such item of Property on the date of distribution; and

(c) The Gross Asset Value of any item of Property shall be subject to the adjustments specified in Section 4.9.

1.24 "Indemnified Party" is defined in Section 1 0.1.

1.25 "Initial Members" means those Persons whose names are set forth on the original Membership List maintained by the Company and are listed on Exhibit "A" attached hereto. A reference to an "Initial Member" means any of the Initial Members.

1.26 "Investors" means those Persons who are identified as Investors on the signature pages attached to this Agreement and on Exhibit "A" attached hereto.

1.27 "Involuntary Transfer" means, with respect to any Membership Interest, or any element thereof, any Transfer or Encumbrance, whether by operation of law, pursuant to court order, foreclosure of a security interest, execution of a judgment or other legal process, or otherwise, including a purported transfer to or from a trustee in bankruptcy, receiver, or assignee for the benefit of creditors.

1 ,28 "IRR" means the annualized discount rate, determined by iterative process on a cumulative basis, which results in a net present value of zero, calculated

36127.7 PAGE 3

and compounded on a monthly basis (as calculated using the XIRR function using Excel or equivalent accounting program), when such discount rate is applied to specified Capital Contributions from the date when such contributions were made and to specified distributions to the date such distributions were initially made. A further explanation and sample Internal Rate of Return calculation is attached hereto as Exhibit "B."

1.29 "Liabilities" is defined in Section 1 0.1.

1.30 "Losses" is defined in Section 4.2.

1.31 "(TBD)" means

1.32 "Major Decision" means the decision by the Manager(s) on behalf of the Company to do any of the following: (a) obtain financing secured by the Property; (b) the sale, exchange or other disposition of all, or substantially all, of the Company's assets; (c) the merger of the Company with another limited liability company or corporation, general partnership, limited partnership or other entity (except that any act which would cause a Member to incur personal liability for the obligations of the Company or its successor shall also require the consent of such Member); (d) any act which would make it impossible to carry on the ordinary business of the Company; (e) the confession of a judgment against the Company; (f) the incurring of any capital expense that costs in excess of Fifty Thousand Dollars ($50,000); (g) lending money to, or guaranteeing the debts or other obligations of, a Member or any other Person; (h) approval of any operating budget for the Company and any additions to or modifications of the then current and approved operating budget; and (i) acquiring any real property, whether improved or unimproved, or any interest therein.

1.33 "Manager" or "Managers" means the Person(s) named as such in Section 2.9 or the Persons who from time to time succeed any Person as a Manager and who, in either case, are serving at the relevant time as a Manager.

1 .34 "Member" means an Initial Member or a Person who otherwise acquires a Membership Interest, as permitted under this Agreement, for as long as it continues to own such Membership Interest.

1.35 "Member Nonrecourse Debt" is defined in Section 4.3(d).

1 .36 "Member Nonrecourse Debt Minimum Gain" is defined in Section 4.3(e).

1.37 "Member Nonrecourse Deductions" is defined in Section 4.3(f).

i .38 "Membership Interest" means a Member's rights in the Company, including the Member's Economic Interest, any right to Vote or participate in management, and any right to information concerning the business and affairs of the Company.

1.39 "Membership Interest Certificates" is defined in Section 7.3.

36127.7 PAGE4

1.40 "Non-Contributing Member" is defined in Section 3.3.

1.41 "Nonrecourse Deductions" is defined in Section 4.3(g).

1 .42 "Nonrecourse Liability" is defined in Section 4.3(h).

1.43 "Notice" means a written notice required or permitted under this Agreement. A notice shall be deemed given or sent when deposited, as certified mail or for overnight delivery, postage and fees prepaid, in the United States mails; when delivered to Federal Express, United Parcel Service, DHL WorldWide Express, Overnite Express or Airborne Express, for overnight delivery, charges prepaid or charged to the sender's account; when personally delivered to the recipient; when transmitted by electronic means, and such transmission is electronically confirmed as having been successfully transmitted; or when delivered to the home or office of a recipient in the care of a person whom the sender has reason to believe will promptly communicate the notice to the recipient.

1.44 "Note" is defined in Section 2.5.

i .45 "Option Date" is defined in Section 8.6.

1.46 "Partner" is defined in Section 6.6.

1.47 "Percent of the Members" means the specified total of Percentage Interests of all the Members.

1.48 "Percentage Interest" means a Member's entire Economic Interest in the Company, including a Member's share of the Company's Profits, Losses and distributions of the Company's Available Cash pursuant to this Agreement and shall be as set forth on the Membership List maintained by the Company. The Membership List shall be amended upon the admission of any new Members to the Company and upon any adjustments to a Member's Percentage Interest pursuant to the terms and conditions of this Agreement. The initial Percentage Interests of the Members are listed on Exhibit "A" attached hereto.

1 .49 "Person" means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

1.50 "Priority Return" means a fifteen percent (i 5%) per annum cumulative non-compounded return on a Member's Unreturned Capital Contributions to the Company.

1.51 "Profits" and "Losses" are defined in Section 4.2.

i .52 "Property" means any tangible or intangible, real or personal property contributed to or acquired by the Company, including, but not limited to, any real property and improvements to be acquired by the Company following a potential

36127.7 PAGE 5

foreclosure of the deeds of trust securing the Note to be acquired by the Company and described in Section 2.5.

1.53 "Proxy" means a written authorization signed or an electronic transmission authorized by a Member or the Member's attorney-in-fact giving another person the power to exercise the voting rights of that Member.

1.54 "Regulations" ("Reg") means the income tax regulations promulgated by the United States Department of the Treasury and published in the Federal Register for the purpose of interpreting and applying the provisions of the Code, as such Regulations may be amended from time to time, including corresponding provisions of applicable successor regulations.

i .55 "Reserve Amount" is defined in Section 2.5.

1.56 "Reserves" means the aggregate of reserve accounts that the Manager(s), in the Manager's(s') sole discretion, deems reasonably necessary to meet accrued or contingent liabilities of the Company, reasonably anticipated operating expenses, and working capital requirements.

1.57 "Secretary" is defined in Section 6.7(b).

1 .58 "Selling Member" is defined in Section 8.4.

1.59 "Substituted Member" is defined in Section 8.9.

1.60 "Successor in Interest" means an Assignee, a successor of a Person by merger or otherwise by operation of law, or a transferee of all or substantially all of the business or assets of a Person.

1.61 "Tax Item" means each item of income, gain, loss, deduction, or credit of the Company.

1.62 "Tax Matters Member" means such Person as may be designated under Section 6.6.

1.63 "Transfer" means, with respect to a Membership Interest or any element of a Membership Interest, any sale, assignment, gift, Involuntary Transfer, Encumbrance, or other disposition of such a Membership Interest or any element of such Membership Interest, directly or indirectly, other than an Encumbrance that is expressly permitted under this Agreement.

1.64 "Triggering Event" is defined in Section 8.4.

1 .65 "Two-Thirds of Members" means a Member or Members whose Percentage Interests when taken together represent more than 66.67% of the Percentage Interests of all the Members.

36127.7 PAGE 6

1 .66 "Unreturned Capital Contributions" means, with respect to a Member, such Member's Capital Contributions that have not been returned to such Member pursuant to Section 4.11 (b).

1 .67 "Urban Commons" means Urban Commons, LLC, a Delaware limited liability company.

1.68 "Voluntary Contributing Member" is defined in Section 3.3.

1.69 "Vote" means a written consent or approval, a ballot cast at a meeting, or a voice vote.

1.70 "Voting Interest" means, with respect to a Member, the right to Vote or participate in management and any right to information concerning the business and affairs of the Company as provided under this Agreement. A Member's Voting Interest shall be directly proportional to that Member's Percentage Interest.

ARTICLE II:

ORGANIZATION

2.1 If not already filed, promptly following execution of this Agreement, the Manager(s) shall cause a Certificate of Formation for the Company to be executed and filed with the Delaware Secretary of State.

2.2 The name of the Company is Urban Commons Bellingham, llC.

2.3 The principal executive office of the Company shall be at 4 Surfspray Bluff, Newport Beach, California 92657, or such other place or places as may be determined by the Manager(s) from time to time.

2.4 The name of the Company's registered agent in Delaware shall be National Registered Agents, Inc., i 60 Greentree Drive, Suite 1 Oi, Dover, Delaware 19904. The initial agent for service of process on the Company shall be Taylor Woods, whose address is 4 Surfspray Bluff, Newport Beach, California 92657. The Manager(s) may from time to time change the Company's agent for service of process.

2.5 The Company will be formed for the purpose of (a) acquiring from Evertrust Bank a note secured by a deed of trust that is currently in default (the "Note"); (b) obtaining new financing from Evertrust Bank in order to acquire the Note and complete construction of the improvements located on the property; (c) exercising all available remedies available under California law and the loan documents to accelerate the Note and commence foreclosure procedures; and (d) to the extent the Company forecloses on the property and is successful in acquiring the property at the foreclosure sales, complete construction of improvements on the property, manage the property, convert the property to condominiums, and eventually sell condominium units located on the property. In connection with fulfilling the purposes of the Company, Urban

36127.7 PAGE 7

Commons and its two Members, Taylor Woods and Howard Wu, agree to provide guaranties to the lender(s) providing financing to the Company if such guaranties are reasonably necessary to obtain such financing on commercially reasonable terms.

2.6 The Members intend the Company to be a limited liability company under the Act. Neither the Manager(s) nor any Member shall take any action inconsistent with the express intent of the parties to this Agreement.

2. 7 The term of existence of the Company shall commence upon the acceptance of the Certificate of Formation by the Office of the Delaware Secretary of State, and shall continue until the Company is dissolved and wound up pursuant to Article IX.

2.8 The names and addresses of the Initial Members are set forth on Exhibit "A" attached hereto.

2.9 The initial Manager of the Company will be Urban Commons:

Urban Commons, LLC 4 Surtspray Bluff Newport Beach, California 92657 Phone No.: (949) 400-8808 Attention: Taylor Woods

ARTICLE Ill:

CAPITAL AND CAPITAL CONTRIBUTIONS

3.1 Each Member shall contribute to the capital of the Company as the Member's initial Capital Contribution the money and property specified on the Subscription Agreement signed by the Member. The initial fair market value of each item of contributed property (net of liabilities secured by such property) that the Company is considered to assume or to take "subject to" under IRC Section 752, is also set forth on the Subscription Agreement, together with the description and amount of these liabilities. If a Member. fails to make the initial Capital Contributions specified in this Section by April 23, 201 0, that Member's entire Membership Interest shall terminate, and that Member shall indemnify and hold the Company and the other Members harmless from any loss, cost, or expense, including reasonable attorney fees caused by the failure to make the initial Capital Contribution.

3.2 The Manager(s) does not anticipate that any additional Capital Contributions will be required from the Members in addition to the initial Capital Contributions made by the Members as set forth in Section 3. i above. However, if the Manager(s) reasonably determines from time to time that additional cash capital contributions are needed to carry out the purposes of the Company (in connection with making such determination the Manager(s) will take into account any projected Available Cash Flow which may be available and the availability of additional financing

36127.7 PAGE 8

to pay for any such items), the Manager(s) shall deliver written notice to the Members as to the amount of additional capital that is needed. Within thirty (30) days after receipt of such written notice, each Member may, but without any obligation to do so, make additional cash Capital Contributions to the Company in an amount equal to the product obtained by multiplying its Percentage Interest by the additional capital amount that the Manager(s) reasonably determined is necessary to carry out the purposes of the Company.

3.3 lf any Member (a "Non-Contributing Member") shall decide not to make any additional Capital Contribution within such thirty (30) day period then, within the following ten (1 0) day period, all or any portion of the contributing Members (such contributing Members who elect to make such additional Capital Contribution in place of the Non-Contributing Member shall be hereinafter referred to as a "Voluntary Contributing Member") may, pro rata in accordance with the Voluntary Contributing Members' aggregate Percentage Interests, make such additional Capital Contribution(s) in place of the Non-Contributing Member; in which case the Percentage Interests of the Non-Contributing Member and the Voluntary Contributing Members shall be adjusted in the following manner: (a) the Non-Contributing Member's Percentage Interest shall be decreased by an amount equal to the product of (i) a fraction, the numerator of which is the amount of the additional Capital Contribution that was requested from such Non­Contributing Member, and the denominator of which is the aggregate of all Capital Contributions, including the additional Capital Contributions made by the Voluntary Contributing Members, times (ii) the Percentage Interest then held by such Non­Contributing Member; and (b) the Percentage Interest of the Voluntary Contributing Members shall be increased, pro rata in accordance with the aggregate Percentage Interests of all such Voluntary Contributing Members, by the same amount as the decrease of the Non-Contributing Member's Percentage Interest determined in accordance with clause (a) herein. All such adjustments to the Percentage Interests of the Non-Contributing Member and the Voluntary Contributing Members shall be effective immediately after the making by the Voluntary Contributing Members of the additional Capital Contributions in place of the Non-Contributing Member.

3.4 An individual Capital Account for each Member shall be maintained in accordance with the requirements of Reg Section i.704-1(b)(2)(iv) and adjusted in accordance with the following provisions:

(a) A Member's Capital Account shall be increased by that Member's Capital Contributions, that Member's share of Profits, and any items in the nature of income or gain that are specially allocated to that Member pursuant to Article IV.

(b) A Member's Capital Account shall be increased by the amount of any Company liabilities assumed by that Member subject to and in accordance with the provisions of Reg Section 1.704-1 (b)(2)(iv)(c).

(c) A Member's Capital Account shall be decreased by (a) the amount of cash distributed to that Member; (b) the fair market value of any Property so

36127.7 PAGE 9

distributed, net of liabilities secured by such distributed Property that the distributee Member is considered to assume or to be subject to under IRC Section 752; and (c) the amount of any items in the nature of expenses or losses that are specially allocated to that Member pursuant to Article IV.

(d) A Member's Capital Account shall be reduced by the Member's share of any expenditures of the Company described in IRC Section 705(a)(2){B) or which are treated as IRC Section 705(a)(2}(8) expenditures pursuant to Reg Section 1.704-1 (b)(2)(iv)(i) (including syndication expenses and losses nondeductible under IRC Sections 267(a)(i) or 707(b)).

(e) If any Economic Interest (or portion thereof) is transferred, the transferee of such Economic Interest or portion shall succeed to the transferor's Capital Account attributable to such interest or portion.

(f) The principal amount of a promissory note that is not readily traded on an established securities market and that is contributed to the Company by the maker of the note shall not be included in the Capital Account of any Person until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Reg Section 1.704-1 (b)(2)(iv)(d)(2).

(g) Each Member's Capital Account shall be increased or decreased as necessary to reflect a revaluation of the Company's property assets in accordance with the requirements of Reg Sections 1.704-1 (b)(2)(iv)(f) and 1 J04-1(b)(2)(iv)(g), including the special rules under Reg Section 1.701-1(b)(4), as applicable. The provisions of this Agreement respecting the maintenance of Capital Accounts are intended to comply with Reg Section 1.704-1 (b) and shall be interpreted and applied in a manner consistent with those Regulations.

3.5 A Member shall not be entitled to withdraw any part of the Member's Capital Contribution or to receive any distributions, whether of money or property, from the Company except as provided in this Agreement

3.6 No interest shall be paid on Capital Contributions or on the balance of a Member's Capital Account except as provided in this Agreement.

3.7 A Member shall not be bound by, or be personally liable for, the expenses, liabilities, or obligations of the Company except as otherwise provided in this Agreement.

3.8 Except as otherwise expressly provided in the Act or in this Agreement, no Member shall have priority over any other Member with respect to the return of a Capital Contribution or distributions or allocations of income, gain, losses, deductions, credits, or items thereof.

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follows:

ARTICLE IV:

AllOCATIONS AND DISTRIBUTIONS

4. i (a) Profits shall be allocated among the Members as

1. First, to the Members to the extent of, and in proportion to, the cumulative Losses, if any, previously allocated to such Members pursuant to Sections 4.1 (b)(2), reduced by any prior allocations of Profits pursuant to this Section 4.1 (a)(1 ).

2. Second, to the Members to the extent of, and in proportion to, the excess, if any, of the cumulative Losses previously allocated to each such Member pursuant to Section 4.1 (b) (including any such Losses described in Section 4.1 (b)(2)) over the cumulative Profits previously allocated to such Member pursuant to Section 4.1 (a), until such excess is entirely eliminated with respect to each such Member.

3. Third, to the Members in accordance with and to the extent of distributions made in accordance with Section 4.11 (a).

4. Fourth, to the Members in accordance with and to the extent of distributions made in accordance with Sections 4.11 (c), (d), (e), (f) and (g), in that order.

(b) Losses shall be allocated among the Members as follows:

1. To the Members to the extent of and in proportion to the cumulative Profits, if any, previously allocated to such Members pursuant to Sections 4.1 (a)(4) and (3), in that order, reduced in each case by any prior allocations of offsetting Losses pursuant to this Section 4.1 (b)(1 ).

2. Thereafter, ninety percent (90%) to the Investors (excluding accounting losses which are realized during construction that shall be allocated entirely to the Investors' Capital Accounts) and ten percent (10%) to Urban Commons, LLC.

(c) Notwithstanding Sections 4.1 (a) and (b) above, to the extent the Code requires that Losses be allocated other than as set

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forth in Section 4. I (b) ("Tax Loss Allocations"), gross income and Profits shall be allocated so as to minimize as quickly as possible the difference between the balances in a Member's Capital Account reflecting such Tax Loss Allocations and what the Capital Account balances would be absent such Tax Loss Allocations.

4.2 As used in this Agreement, "Profits and Losses" means, for each fiscal year or other period specified in this Agreement, an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with IRC Section 703(a), including all Tax Items required to be stated separately pursuant to IRC Section 703(a)(1 ), with the following adjustments:

(a) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(b) Any expenditures of the Company described in IRC Section 705(a)(2)(B) or treated as IRC Section 705(a)(2)(B) expenditures pursuant to Reg Section 1. 704-1 (b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or shall increase such loss;

(c) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the fair market value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its fair market value;

(d) In lieu of depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Book Depreciation for such fiscal year or other period, computed in accordance with the definition of "Book Depreciation" in Section 4.3(b); and

(e) Notwithstanding the foregoing provisions of this Section 4.2, any items of income, gain, loss, or deduction that are specially allocated shall not be taken into account in computing Profits or Losses under Section 4.1.

4.3 The following definitions shall apply with respect to this Article IV.

(a) "Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant fiscal year of the Company, after such Member's Capital Account has been adjusted as follows: (1) the Member's Capital Account shall be increased by the amount of such Member's share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain; and (2) the Member's Capital Account shall be decreased by the amount of the items described in Reg Sections 1.704-1 (b)(2)(ii)(d)(4), (5), and (6).

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This definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Reg Section 1. 704-1 (b)(2)(ii)(d) and shall be interpreted consistently with that Regulation.

(b) "Book Depreciation" means, with respect to any item of Property for a given fiscal year, a percentage of depreciation or other cost recovery deduction allowable for federal income tax purposes for such item during that fiscal year equal to the result (expressed as a percentage) obtained by dividing (i) the fair market value of that item at the beginning of the fiscal year (or the acquisition date during the fiscal year), by (2) the federal adjusted tax basis of the item at the beginning of the fiscal year (or the acquisition date during the fiscal year). If the adjusted tax basis of an item is zero, the Manager(s) may determine Book Depreciation, provided that the Manager(s) does so in a reasonable and consistent manner.

(c) Section 1.704-2(d)(1 ).

"Company Minimum Gain" has the meaning set forth in Reg

(d) "Member Nonrecourse Debt" is defined in Reg Section 1.704-2{b}(4).

(e) "Member Nonrecourse Debt Minimum Gain" for a fiscal year of the Company means the net increase in Minimum Gain attributable to Member Nonrecourse Debt, determined as set forth in Reg Section 1.704-2(i){2).

(f) "Member Nonrecourse Deductions" has the meaning set forth in Reg Section 1.704-2(i)(2). For any fiscal year of the Company, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equals the net increase during that fiscal year in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt during that fiscal year, reduced (but not below zero) by the amount of any distributions during such year to the Member bearing the economic risk of loss for such Member Nonrecourse Debt if such distributions are both from the proceeds of such Member Nonrecourse Debt and are allocable to an increase in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, all as determined according to the provisions of Reg Section 1. 704-2(i)(2). In determining Member Nonrecourse Deductions, the ordering rules of Reg Section 1. 704-2(j) shall be followed.

(g) "Nonrecourse Deductions" has the meaning set forth in Reg Section 1 .704-2(c). The amount of Nonrecourse Deductions for a Company fiscal year equals the net increase in the amount of Company Minimum Gain during that fiscal year, reduced (but not below zero) by the aggregate amount of any distributions during that fiscal year of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain.

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(h) "Nonrecourse Liability" is defined in Reg Section 1.752-1 (a)(2).

4.4. The following special allocations shall be made in the following order:

(a) Company Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during a fiscal year, each Member shall be allocated, before any other allocation under this Section, items of Company income and gain for such fiscal year equal to such Member's share of the net decrease in Company Minimum Gain as determined in accordance with Reg Section 1.704-2(g)(2).

(b) Member Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in Member Nonrecourse Debt Minimum Gain during a fiscal year, any Member with a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt as of the beginning of such fiscal year shall be allocated items of Company income and gain for such year (and, if necessary, subsequent years) equal to that Member's share of the net decrease in Member Nonrecourse Debt Minimum Gain. A Member's share of net decrease in Member Nonrecourse Debt Minimum Gain shall be determined pursuant to Reg Section 1 . 704-2(i)(3). A Member shall not be subject to the foregoing chargeback to the extent permitted under Reg Section i .704-2(i)(4).

(c) Qualified Income Offset. If any Member unexpectedly receives an adjustment, allocation, or distribution described in Reg Sections 1. 704-1 (b)(2)(ii)(d)(4), (5), or (6), such Member shall be allocated items of Company income and gain (consisting of a pro rata portion of each item of Company income, including gross income and gain for such fiscal year) in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustment, allocation, or distribution.

4.5 Nonrecourse Deductions, as defined in Reg Section 1.704-2(c), for any fiscal year of the Company shall be allocated to the Members in the same proportion as Losses are allocated under Section 4.1 (b)(2), provided that any Member Nonrecourse Deductions for any fiscal year or other period shall be allocated to the Member who bears (or is deemed to bear) the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Reg Section 1.704-2(i)(2).

4.6 Any unrealized appreciation or unrealized depreciation in the values of Property distributed in kind to Members shall be deemed to be Profits or Losses realized by the Company immediately prior to the distribution of the Property and such Profits or Losses shall be allocated to the Capital Accounts in the same proportions as Profits are allocated under Section 4.1. Any Property so distributed shall be treated as a distribution to the Members to the extent of the fair market value of the Property, less the amount of any liability secured by and related to the Property. Nothing

36127.7 PAGE 14

contained in this Agreement is intended to treat or cause such distributions to be treated as sales for value. For the purposes of this Section 4.6, "unrealized appreciation" or "unrealized depreciation" shall mean the difference between the fair market value of such Property and the Company's federal adjusted tax basis for such Property.

4. 7 Any item of income, gain, loss, or deduction with respect to any Property (other than cash) that has been contributed by a Member to the capital of the Company, or that has been revalued pursuant to the provisions of Section 3.4(g), and that is required or permitted to be allocated to such Member for income tax purposes under IRC Section 704(c) in order to take into account the variation between the tax basis of such Property and its fair market value at the time of its contribution, shall be allocated solely for income tax purposes in the manner required or permitted under IRC Section 704(c) using the "traditional" method described in Reg Section 1.704-3(b), except that any other method allowable under applicable Regulations may be used for any contribution of Property with respect to which there is agreement among the contributing Member and the Manager(s) (and, if the Manager(s) and the contributing Member are Affiliates, Two-Thirds of Members who are not Affiliates of the Manager(s)).

4.8 In the case of a Transfer of an Economic Interest during any fiscal year of the Company, the Assigning Member and Assignee shall each be allocated Profits or Losses based on the number of days each held the Economic Interest during that fiscal year. If the Assigning Member and Assignee agree to a different proration and advise the Manager(s) of the agreed proration before the date of the Transfer, Profits or Losses from a Capital Event during that fiscal year shall be allocated to the holder of the Interest on the day such Capital Event occurred. If an Assignee makes a subsequent Assignment, said Assignee shall be considered an "Assigning Member" with respect to the subsequent Assignee for purposes of the aforesaid allocations.

4.9 (a) The Gross Asset Value of all Property shall be adjusted as of the following times: (i) the acquisition of an interest or additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (ii) the distribution of money or other Property (other than a de minimis amount) by the Company to a Member as consideration for an Economic Interest in the Company, and (iii) the liquidation of the Company within the meaning of Reg Section 1.704-1 (b)(2)(ii)(g); provided, however, that adjustments under clauses (i) and (ii) above shall be made only in the event of a revaluation of Property under Section 3.4(g) in accordance with Reg Section 1.704-1 (b)(2)(iv)(f);

(b) The Gross Asset Value of Property shall be increased or decreased to reflect adjustments to the adjusted tax basis of such Property pursuant to IRC Section 732, IRC Section 733, or IRC Section 743, subject to the limitations imposed by IRC Section 755 and Reg Section 1.704-1 (b)(2)(iv)(m); and

(c) If the Gross Asset Value of an item of Property has been determined or adjusted pursuant to Section 1.23 or Paragraph (a) or (b) of this Section 4.9, such Gross Asset Value shall be adjusted by the Book Depreciation, if any, taken

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into account with respect to such Property for purposes of computing Profits and Losses.

4.1 0 It is the intent of the Members that each Member's allocated share of Company Tax Items be determined in accordance with this Agreement to the fullest extent permitted by IRC Sections 704(b) and 704(c). Notwithstanding anything to the contrary contained in this Agreement, if the Company is advised that, as a result of the adoption of new or amended regulations pursuant to IRC Sections 704(b) and 704(c), or the issuance of authorized interpretations, the allocations provided in this Agreement are unlikely to be respected for federal income tax purposes, the Manager(s) is hereby granted the power to amend the allocation provisions of this Agreement, on advice of accountants and legal counsel, to the minimum extent necessary to cause such allocation provisions to be respected for federal income tax purposes.

4.11 All Available Cash Flow, including revenues or proceeds from a Capital Event or the dissolution of the Company, shall be distributed among the Members monthly as follows:

(a) First, to the Members pro rata in proportion to the Members' Unreturned Capital Contributions until each Member has received the Priority Return;

(b) Second, to the Members pro rata in proportion to the Members' Unreturned Capital Contributions until each Member has recovered his or her Unreturned Capital Contributions;

(c) Third, one hundred percent (i 00%) to the Investors and zero percent (0%) to Urban Commons pro rata until the Investors have received an IRR equal to fifteen percent (i 5%) on their aggregate Capital Contributions;

(d) Fourth, ninety percent (90%) to the Investors and ten percent (1 0%) to Urban Commons pro rata until the Investors have received an JRR equal to fifty percent (50%) on their aggregate Capital Contributions;

(e) Fifth, eighty-five percent (85%) to the Investors and fifteen percent (15%) to Urban Commons pro rata until the Investors have received an IRR equal to one hundred percent (1 00%) on their aggregate Capital Contributions;

(f) Sixth, seventy-five percent (75%) to the Investors and twenty-five percent (25%) to Urban Commons pro rata until the Investors have received an IRR equal to one hundred fifty percent (150%) on their aggregate Capital Contributions; and

(g) Thereafter, if the Investors have received an IRR greater than one hundred fifty percent (150%) on their aggregate Capital Contributions, seventy percent (70%) to the Investors and thirty percent (30%) to Urban Commons pro rata.

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4. i 2 If the proceeds from a sale or other disposition of an item of Property consist of Property other than cash, the value of that Property shall be as reasonably determined by the Manager(s) based on the current fair market value of the Property. If such non-cash proceeds are subsequently reduced to cash, such cash shall be taken into account by the Manager(s) in determining Available Gash.

4. i 3 Notwithstanding any other provisions of this Agreement to the contrary,· when there is a distribution in liquidation of the Company, or when any Member's interest is liquidated, all items of income and loss first shall be allocated to the Members' Capital Accounts under this Article IV, and other credits and deductions to the Members' Capital Accounts shall be made before the final distribution is made. The final distribution to the Members shall be made as provided in Section 9.2(d) of this Agreement. The provisions of this Section 4.14 and Section 9.2(d) shall be construed in accordance with the requirements of Reg Section 1.704-1 (b)(2)(ii)(b)(2).

ARTICLE V:

MANAGEMENT

5.1 The business of the Company shall be managed by the Persons named as Manager(s) in Section 2.9 or any successors, selected as provided in Section 5.3. The Manager(s) may, but need not, be Members. If any of the Managers ceases to serve as a Manager (whether due to death, disability, dissolution or otherwise), then the remaining Manager(s) shall have all of the management power and authority of the Manager(s) as set forth in this Agreement. Except as otherwise provided in this Agreement, all decisions concerning the management of the Company's business shall be made by the majority Vote of the Managers, if more than one Manager exists, and the Manager(s) shall have full, complete and exclusive authority, power, and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities with respect to the management of the Company's business, property and affairs on such basis and in such manner as determined by the Manager(s). In carrying out the purposes of the Company described in Section 2.5, the Manager(s)'s responsibilities shall include, but not be limited to, negotiating, documenting and acquiring the Note; obtaining new financing on commercially reasonable terms for the acquisition of the Note and the completion of improvements on the Property; hiring a qualified, licensed contractor to complete construction of the improvements; overseeing the completion of the improvements; overseeing the marketing and sale of condominium units; managing the accountants with respect to the preparation of tax returns and other tax and financial matters; obtaining appropriate insurance, including wrap insurance in connection with the construction of the improvements; and managing any leasing activities on the Property.

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Without limiting the generality of the foregoing and in connection with the Manager(s) fulfilling its obligations under this Agreement, the Manager(s) shall have power and authority on behalf of the Company:

(a) To acquire tangible or intangible, real or personal property from any person, and to develop, renovate, improve, lease, subdivide, sell, assign, convey or otherwise transfer title to any portion of, or interest in, Property. ln connection with the leasing of all or any portion of Property, the Manager(s) shall be entitled to pay the Person(s) providing lease management services, including the Manager(s) if the Manager(s) elect to provide such services, up to seven percent (7%) of the gross revenue obtained from leasing Property as payment for providing such services. The fact that a Member is directly or indirectly Affiliated or connected with any such person shall not prohibit the Manager(s) from dealing with that person so long as the Member provides full disclosure to the Company and the Manager(s) approve of the action;

(b) To purchase, lease or otherwise acquire or obtain the use of machinery, equipment, tools, staff and personnel, and material, and other types of property that may be deemed necessary or desirable in connection with carrying on the business of the Company;

(c) To borrow money for the Company from banks, other lending institutions, the Members, Affiliates of the Members or any other Person (as hereinafter defined) on such terms as the Manager(s) deems appropriate, and in connection with such borrowing, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums, to have the Company guaranty or become surety for repayment of the borrowed sums or to have the Company indemnify any Member against any personal liability for repayment of the borrowed sums to the extent such Member guarantees repayment of the borrowed sums; provided, however, that (TBD) shall have the right to appoint a representative to review and discuss with the Manager(s) all financial matters and documents, including, but not limited to, the right to review, compare and approve construction draws against budgeted estimates, as well as the right to review all allocations of Profits and Losses and the distributions of Available Cash Flow and Available Capital Proceeds. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager(s), or to the extent permitted under this Agreement, by agents or employees of the Company expressly authorized by the Manager(s) to contract such debt or incur such liability;

(d) To prepay in whole or in part, refinance, recast, increase, modify, consolidate, correlate, or extend, on such terms as the Manager(s) may deem proper, any debts of the Company;

(e) To purchase (i) liability and other insurance to protect the Property, the business of the Company and the Members and Manager(s); (ii) wrap insurance policies in connection with construction of improvements on the Property; and

36i27.7 PAGE 18

(iii) any other insurance that the Manager(s) deem proper for the Company, consistent with industry standards for other companies engaging in similar businesses.

(f) To hold and own any Property in the name of the Company;

(g) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term government obligations, commercial paper, or other low risk type investments;

(h) To sell or otherwise dispose of, whether or not in the ordinary course of business, all or substantially all of the assets of the Company as part of a single transaction or plan so long as the disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound or in contravention of state law;

(i) To execute on behalf of the Company all instruments and documents, including, without limitation: checks; drafts; notes and other negotiable instruments; mortgages, or deeds of trust; guaranties (provided, however, that no Members other than, if reasonably necessary to obtain acquisition and/or construction financing, Urban Commons and its members, Taylor Woods and Howard Wu, shall be required to provide personal guaranties); dispositions of Property; assignments; bills of sale; leases; management agreements; construction contracts; partnership agreements; operating agreements of other limited liability companies; intercreditor agreements; reliance letters; economic disclosure letters; UCC documents and resolutions; easement agreements; guarantees; pledge and security agreements; purchase and sale agreements; any kind of third party service agreements; subordination agreements; and any other instruments or documents necessary, in the opinion of the Manager(s), to the best interests of the business of the Company;

(j) To employ or engage the services of accountants, accounting firms, legal counsel, law firms, managing agents, development managers, property managers, brokers or other companies or employees or agents to perform services for the Company and to compensate them from Company funds in such manner and on such basis as reasonably determined by the Manager(s);

(k) To enter into any and all other reasonable agreements on behalf of the Company, with any other person for any purpose, in such forms as the Manager(s) may approve;

(I) To adjust, compromise, settle or refer to arbitration any claims in favor of or against the Company or any nominee of the Company or any property held or owned by the Company or its nominee, and to institute, prosecute and defend any legal proceedings as the Manager(s) shall deem advisable;

(m) To effect the sale, exchange or other disposition of all, or substantially all, of the Company's assets in the liquidation and winding up of the

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business of the Company upon its duly authorized dissolution and/or in accordance with Section 5.1 (h), above;

(n) To authorize any Manager, acting alone, to exercise any of the rights, powers and/or authority of the Manager(s) under this Agreement and to bind the Company; and

(o) To do and perform all other acts as deemed necessary or appropriate by Manager(s) in connection with the conduct of the Company's business.

Unless authorized to do so by the Manager(s), no attorney-in-fact, employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose.

5.2 Urban Commons shall serve as the initial Manager of the Company until Urban Commons' resignation as Manager. Urban Commons is a member managed limited liability company with Howard Wu and Taylor Woods currently being the only members of Urban Commons. During any period that Urban Commons is serving as the Manager of the Company, all Major Decisions of the Company shall require the unanimous approval of Howard Wu and Taylor Woods as the members of Urban Commons prior to Urban Commons approving any Major Decisions on behalf of the Company.

5.3 Each Manager, other than the initial Manager, shall be appointed by the Manager(s) or, if there is no Person serving as a Manager at that time, by Two­Thirds of Members for (a) a term expiring with the appointment of a successor, or (b) a term expiring at a definite time specified by the Manager(s) or, applicable, Two-Thirds of Members in connection with such appointment. A Manager, other than the initial Manager, may be removed on the vote of Two-Thirds of Members. For purposes of this Section 5.3, if the Manager is also a Member, the Manager's Percentage Interest shall not be taken into account in determining whether Two-Thirds of Members have voted to remove the Manager. The initial Manager may be removed solely for good cause (as specifically defined in subsections (i)-(v} below) by the affirmative vote of Two-Thirds of Members at a meeting called expressly for that purpose, or by the written consent of Two-Thirds of Members. Such Members must deliver to the initial Manager a written notification of removal stating in reasonable detail the cause for that action ("Removal Notice"). The only grounds for removal for cause shall be either (i} any willful misconduct or material breach; or (ii) any fraud, gross negligence or willful misconduct in the performance by Manager of its obligations or covenants under this Agreement; or (iii) the Manager's taking an action listed in Section 5.4 without first obtaining the affirmative vote or written consent of Two-Thirds of Members, or (v) Taylor Woods or Howard Wu shall no longer, due to death, disability or any other reason, actively and reasonably carry out or direct the performance by Urban Commons of the Manager's duties under this Agreement. The initial Manager may not be removed for financial performance reasons unless said financial performance results from subsections (i)-(v) above.

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Except as otherwise provided in this Section, if within twenty (20) days after its receipt of a Removal Notice (or longer, if such situation cannot by its nature be cured in twenty (20) days and the initial Manager has actively commenced and diligently continues to pursue a cure for the situation), the initial Manager fails to cure the situation described in subsections (i), (ii), (iii) or (iv) that gave rise to such Removal Notice, the Members may elect a new Manager by the affirmative vote or written consent of Two-Thirds of Members. The initial Manager may, within twenty (20) days after its notification in writing of its removal for cause, file an objection with the Company that its removal was not justified. If its objection is timely filed, the question of whether its removal was justified shall be submitted to arbitration under Section 10.2 below on an expedited basis in Orange County, California pursuant to the Commercial Arbitration Rules then in effect of the American Arbitration Association. If such Rules conflict or are inconsistent with any provision of this Agreement, the provisions of this Agreement shall prevail.

The parties shall use commercially reasonable efforts to cause the arbitration to be completed no later than sixty (60) days after it was commenced. Each party waives any right that it may have to any substantive review of any arbitration award by the courts of the jurisdiction in which the arbitration is conducted and agrees that the award of the arbitrators in any such arbitration proceedings shall be final and without any right of appeal. The arbitration award may be entered as a final judgment in the court of any jurisdiction in which such entry shall be recognized under applicable law. Any arbitration award shall include an award of costs of the arbitration and attorneys' fees to the prevailing party.

The refusal or failure of any party to appear at or participate in any hearing or other portion of any arbitration proceeding pursuant to this Section shall not prevent any such hearing or proceeding from going forward, and the arbitrator is empowered to make its decision or render an award ex parte that shall be binding on the non­appearing party as fully as though that party had participated in the hearing or proceeding.

5.4 The Manager(s) shall have the powers and duties described in Sections 5.1 and 5.7 hereof and such other powers and duties as may be prescribed in this Agreement or by the Members. Notwithstanding the foregoing, the Manager(s) shall not take any of the following actions on behalf of the Company unless Two-Thirds of Members have consented to the taking of such action.

(a) The filing of a petition in bankruptcy or the entering into of an arrangement among creditors;

{b) The entering into, on behalf of the Company, of any transaction constituting a "reorganization;"

36127.7 PAGE 21

(c) The amendment of this Agreement; provided, however, that this Agreement cannot be amended without the consent of each Member adversely affected if such amendment would (i) appoint such Member as a Manager of the Company, (ii) modify the limited liability of a Member, or (iii) alter the interest of a Member in Profits, Losses, other items of income, gain, loss and deduction, or any Company distributions; and

(d) The compromise of any obligation of a Member to make a Capital Contribution or return an improper distribution.

5.5. Actions of the Managers, if more than one Manager, shall be taken at meetings or as otherwise provided in this Section 5.5 by a majority of the Managers. No regular meetings of the Managers need be held.

The transactions of the Managers at any meeting, however called or noticed, or wherever held, shall be as valid as though transacted at a meeting duly held after call and notice and if, either before or after the meeting, each Manager not present signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes of such meeting.

Any action required or permitted to be taken by the Managers under this Agreement may be taken without a meeting if a majority of the Managers individually or collectively consent in writing to such action.

Managers may participate in the meeting through the use of a conference telephone or similar communications equipment, provided that all Managers participating in the meeting can hear one another.

The Managers shall keep or cause to be kept with the books and records of the Company full and accurate minutes of all meetings, notices and waivers of notices of meetings, and all written consents to actions of the Managers.

5.6 It is acknowledged that the Manager(s) have other business interests to which the Manager(s) devote part of the Managers'(s') time. The Manager(s) shall devote to the Company such time as may be reasonably necessary for the proper performance of all duties hereunder and shall be bound by the duty of good faith and fiduciary duty in its dealings with the Company and the Members, but the Manager(s) shall not be required to devote full time to the performance of such duties. Nothing in this Agreement shall be deemed to restrict in any way the rights of the Manager(s) or any Member, or of any Affiliate of the Manger(s) or any Member, to conduct any other business or activity whatsoever, and the Manager(s) or any Member shall not be accountable to the Company or to any Member with respect to that business or activity even if the business or activity competes with the Company's business. The organization of the Company shall be without prejudice to their respective rights (or the rights of their respective Affiliates) to maintain, expand, or diversify such other interests and activities and to receive and enjoy profits or

36127.7 PAGE 22

compensation therefrom. Each Member waives any rights the Member might otherwise have to share or participate in such other interests or activities of the Manager(s) or any other Member or the Manager(s) or Member's Affiliates.

5.7 The Manager(s) shall preside at all meetings of Members. The Manager(s) may provide for additional officers of the Company and shall establish the powers and duties of all other officers and the compensation of all Company officers, provided that such powers and duties are consistent with the authority granted to the Manager(s) in this Agreement. The signature of any Manager shall be necessary and sufficient to convey title to any Property owned, either directly or indirectly through one or more entities, by the Company or to execute any promissory notes, trust deeds, mortgages or other instruments of hypothecation, or to execute any other documents or instruments approved by the Manager(s), and all of the Members agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of a Manager shall be sufficient to execute any documents necessary to effectuate this or any other provision of this Agreement.

5.8 The Manager(s) shall cause all assets of the Company, whether real or personal, to be held in the name of the Company.

5.9 All funds of the Company shall be deposited in one or more accounts with one or more recognized financial institutions in the name of the Company, at such locations as shall be determined by the Manager(s). Withdrawal from such accounts shall require the signature of a Manager, or such other person or persons as the Manager(s) may designate, provided that withdrawals or distributions of proceeds from a Capital Event shall require a Manager's signature and a signature by (TBD). Additionally, an initial capital account shall be used to hold the initial Capital Contributions made by the Members before the acquisition of the Note in accordance with Section 3.1 . Withdrawal or distribution of funds from such account prior to the acquisition shall require a Manager's signature and a signature by (TBD); provided, however, that the Investors hereby approve of the distribution of up to $2,500,000 for the acquisition of the Note and the payment of all closing costs associated therewith. Withdrawal or distribution of funds from such account after the acquisition of the Note shall require a Manager's signature and a signature by (TBD). An operating account shall be set up by the construction/acquisition lender, and shall be used for payment of actual costs related to the construction of improvements on the Property. Withdrawal or distribution of funds for expenses in excess of $20,000 from the operating account shall require a Manager's signature and a signature by (TBD).

5.1 0 In the event that there is more than one Manager and a majority vote of the Managers cannot be achieved on any matter requiring such a vote pursuant to this Article, then such impasse shall be broken by the Vote of Two-Thirds of Members.

5.11 The Manager(s) may, on behalf of the Company, purchase or provide goods or services from the Manager(s), any Member and/or any of their

36127.7 PAGE 23

Affiliates; provided that the amounts paid for, and other terms relating to the furnishing of, such goods or services may not be materially less advantageous to the Company than the amounts and terms for and upon which similar goods or services could be obtained or furnished in the same geographic area to or from good quality corporations or business enterprises which are not the Manager(s), a Member and/or their Affiliates. The foregoing authorization shall also apply to a sale or disposition of substantially all of the Company's assets to the Manager(s), any Member and/or any Affiliate prior to or following dissolution or upon winding-up or liquidation of the Company. Amounts paid to the Manager(s), any Member and/or any of their Affiliates either for goods or services in transactions authorized pursuant to this Section 5.11 shall be treated for all purposes as amounts paid to non-Members and any compensation or reimbursement received by any Member from any such Affiliate shall belong to it and not to the Company.

5.12 The Manager(s) shall not be liable, responsible, or accountable, in damages or otherwise, to any Member or to the Company for any act performed by the Manager(s), except for fraud, gross negligence, willful misconduct, or an intentional breach of this Agreement. The Company shall indemnify the Manager(s) for any act performed by the Manager(s), except for fraud, gross negligence, willful misconduct or an intentional breach of this Agreement

5.13 The Company hereby agrees to promptly reimburse the Manager(s) and any Affiliate of the Manager(s) for all reasonable out-of-pocket costs incurred by them in respect of providing accounting, legal and administrative services to the Company in connection with the offering of Membership Interests or in performing functions and services for the Company and otherwise in pursuit of the Company's business. In addition, the Manager(s) shall be entitled to receive commercially reasonable management fees for their services in managing the affairs of the Company, including, but not limited, to overseeing foreclosure procedures and managing the completion of improvements on the Property, during the period from the acquisition of the Note until all improvements on the Property are completed and the condominium units are ready to be sold. Any distributions to be made to Urban Commons under Section 4.11 shall be applied towards the repayment of any management fees paid to Urban Commons under this Section 5.13 until such management fees are fully reimbursed to the Company.

ARTICLE VI:

ACCOUNTS AND ACCOUNTING

6.1 Complete books of account of the Company's business, in which each Company transaction shall be fully and accurately entered, shall be kept at the Company's principal executive office and at such other locations as the Manager(s) shall determine from time to time and shall be open to inspection and copying on reasonable Notice by any Member or the Member's authorized representatives during

36127.7 PAGE 24

normal business hours. The costs of such inspection and copying shall be borne by the Member.

6.2 Financial books and records of the Company shall be kept on the method of accounting adopted by the Company for federal income tax purposes. The financial statements of the Company shall be prepared in accordance with standard accounting principles and shall be appropriate and adequate for the Company's business and for carrying out the provisions of this Agreement. The fiscal year of the Company shall be January 1 through December 31.

6.3 At all times during the term of existence of the Company, and beyond that term if the Manager(s) deem it necessary, the Manager(s) shall keep or cause to be kept the books of account referred to in Section 6.2, together with:

(a) A current list of the full name and last known business or residence address of each Member, together with the Capital Contribution and the share in Profits and Losses of each Member;

(b) A current list of the full name and business or residence address of each Manager;

(c) A copy of the Certificate of Formation for the Company, as may be amended from time to time;

(d) Copies of the Company's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years;

(e) An original executed copy or counterparts of this Agreement, as may be amended from time to time;

(f) Any powers of attorney under which the Certificate of Formation or any amendments to said Certificate were executed;

(g) Financial statements of the Company for the six most recent fiscal years; and

(h) The books and Records of the Company as they relate to the Company's internal affairs for the current and past four fiscal years.

(i) If the Manager(s) deem that any of the foregoing items shall be kept beyond the term of existence of the Company, the repository of said items shall be as designated by the Manager(s).

6.4 At the end of each fiscal year the books of the Company shall be closed and examined and statements reflecting the financial condition of the Company and its Profits or Losses shall be prepared, and a report thereon shall be issued by the

36127.7 PAGE 25

Company's certified public accountant which initially shall be Richard Gerdts. Copies of the financial statements shall be given to all Members upon request. Upon request of any Member, the Manager(s) shall deliver to each Member, within one hundred twenty (120) days after the end of the fiscal year of the Company, a financial statement that shall include:

(a) A balance sheet and income statement, and a statement of changes in the financial position of the Company as of the close of the fiscal year;

(b) A statement showing the Capital Account of each Member as of the close of the fiscal year and the distributions, if any, made to each Member during the fiscal year. Members holding at least seventy percent (70%) of the Percentage Interests, or (TBD) may request interim balance sheets and income statements, and may, at their own discretion and expense, obtain an audit of the Company books by certified public accountants selected by them; provided, however, that not more than one such audit shall be made during any fiscal year of the Company.

6.5 Within ninety (90) days after the end of each taxable year of the Company or as soon thereafter as reasonably practicable, the Manager(s) shall send to each of the Members all information necessary for the Members to complete their federal and state income tax or information returns and a copy of the Company's federal, state, and local income tax or information returns for such year.

6.6 Taylor Woods shall act as Tax Matters Member ("Partner") of the Company pursuant to IRC Section 6231 (a)(?).

6. 7 The Partner is hereby authorized to do the following:

(a) Keep the Members informed of administrative and judicial proceedings for the adjustment of Company items (as defined in IRC Section 6231 (a)(3)) at the Company level, as required under IRC Section 6223(g) and the implementing Regulations;

(b) Enter into settlement agreements under IRC Section 6224(c)(3) and applicable Regulations with the Internal Revenue Service or the Secretary of the Treasury (the "Secretary") with respect to any tax audit or judicial review, in which agreement the Tax Matters Member may expressly state that such agreement shall bind the other Members, except that such settlement agreement shall not bind any Member who (within the time prescribed under the Code and Regulations) files a statement with the Secretary providing that the Tax Matters Member shall not have the authority to enter into a settlement agreement on behalf of such Member;

(c) On receipt of a notice of a final Company administrative adjustment, to file a petition for readjustment of the Company items with the Tax Court, the District Court of the United States for the district in which the Company's principal place of business is located, or the United States Court of Federal Claims, all as contemplated under IRC Section 6226(a) and applicable Regulations;

36127.7 PAGE 26

(d) File requests for administrative adjustment of Company items on Company tax returns under IRC Section 6227(b) and applicable Regulations; and, to the extent such requests are not allowed in full, file a petition for adjustment with the Tax Court, the District Court of the United States for the district in which the Company's principal place of business is located, or the United States Court of Federal Claims, all as contemplated under IRC Section 6228(a); and

(e) To take any other action on behalf of the Members or the Company in connection with any administrative or judicial tax proceeding to the extent permitted by law or regulations, including retaining tax advisers (at the expense of the Company) to whom the Tax Matters Member may delegate such rights and duties as deemed necessary and appropriate.

ARTICLE VII:

MEMBERSHIP-MEETINGS, VOTING, INDEMNITY

7.1 There shall be only one class of membership and no Member shall have any rights or preferences in addition to or different from those possessed by any other Member except as specifically provided for in Article IV. Members shall have the right and power to appoint, remove, and replace Manager(s) and officers of the Company to the extent permitted under Article V and the right to Vote on all other matters with respect to which this Agreement requires or permits such Member action. Each Member shall Vote in proportion to the Member's Percentage Interest as of the governing record date, determined in accordance with Section 7.2. If a Member has assigned all or part of the Member's Economic Interest to a person who has not been admitted as a Member, the Assigning Member shall Vote in proportion to the Percentage Interest that the Assigning Member would have had, if the assignment had not been made.

7.2 The record date for determining the Members entitled to receive Notice of any meeting, to Vote, to receive any distribution, or to exercise any right in respect of any other lawful action, shall be the date set by the Manager(s) or by Two­Thirds of Members; provided that such record date shall not be more than sixty (60), or less than five (5) days prior to the date of the meeting or such distributions, as the case may be, and not more than sixty (60) days prior to any other action.

7,3 The Company may, but shall not be required, to issue certificates evidencing Membership Interests ("Membership Interest Certificates") to Members of the Company. Once Membership Interest Certificates have been issued, they shall continue to be issued as necessary to reflect current Membership Interests held by Members. Membership Interest Certificates shall be in such form as may be approved by the Manager(s), shall be manually signed by the Manager(s), and shall bear conspicuous legends evidencing the restrictions on Transfer and the purchase rights of

36127.7 PAGE 27

(c) The occurrence of any other event that is, or that would cause, a Transfer in contravention of this Agreement.

Each Member agrees to promptly give Notice of a Triggering Event to all other Members.

8.5 Notwithstanding any other provisions of this Agreement:

(a) If, in connection with the divorce or dissolution of the marriage of a Member, any court issues a decree or order that transfers, confirms, or awards a Membership Interest, or any portion thereof, to that Member's spouse (an "Award"), then, notwithstanding that such transfer would constitute an unpermitted Transfer under this Agreement, that Member shall have the right to purchase from his or her former spouse the Membership Interest, or portion thereof, that was so transferred, and such former spouse shall sell the Membership Interest or portion thereof to that Member at the price set forth below in Section 8.8 of this Agreement. If the Member has failed to consummate the purchase within one hundred eighty (180) days after the court award (the "Expiration Date"). the other Members and the Company shall have the option to purchase from the former spouse the Membership Interest or portion thereof pursuant to Section 8.6 of this Agreement; provided that the option period shall commence on the later of (1) the day following the Expiration Date, or (2) the date of actual notice of the Award.

(b) If, by reason of the death of a spouse of a Member, any portion of a Membership Interest is transferred to a Transferee other than (i) that Member or (ii) a trust created for the benefit of that Member (or for the benefit of that Member and any combination between or among the Member and the Member's issue) in which the Member is the sole trustee and the Member, as trustee or individually possesses all of the Voting Interest included in that Membership Interest, then the Member shall have the right to purchase the Membership Interest or portion thereof from the estate or other successor of his or her deceased spouse or Transferee of such deceased spouse, and the estate, successor, or Transferee shall sell the Membership Interest or portion thereof at the price set forth in Section 8.8 of this Agreement. If the Member has failed to consummate the purchase within one hundred eighty (1 80) days after the date of death (the "Expiration Date"), the other Members and the Company shall have the option to purchase from the estate or other successor of the deceased spouse the Membership Interest or portion thereof pursuant to Section 8.6 of this Agreement; provided that the option period shall commence on the later of (1) the day following the Expiration Date, or (2) the date of actual notice of the death.

8.6 On the receipt of Notice by the Manager(s) and the other Members as contemplated by Sections 8.1, 8.3, and 8.5, and on receipt of actual notice of any Triggering Event as determined in good faith by the Manager(s) (the date of such receipt is hereinafter referred to as the "Option Date"), the Manager(s) shall promptly cause a Notice of the occurrence of such a Triggering Event to be sent to all Members and for thirty (30) days after the Notice is given, the other Members shall have the right

36127.7 PAGE 31

the Company and Members set forth in Article VIIL All issuances, re-issuances, exchanges, and other transactions in Membership Interests involving Members shall be recorded in a permanent ledger as part of the books and records of the Company.

7.4 Meetings of the Members may be called by the Manager(s) and upon the written request of Member(s) holding ten percent (1 0%) or more of the Percentage Interests. The call shall state the nature of the business to be transacted. Notice of any such meeting shall be given to all Members not less than five (5) days nor more than thirty (30) days prior to the date of such meeting. Whenever the vote or consent of Members is permitted or required under this Agreement, such vote or consent may be given at a meeting of Members in person or by telephone or may be given by means of a written consent signed by Members holding the requisite percentage of Percentage Interests. Except as otherwise expressly provided in this Agreement, the vote or consent of Members holding a majority of the Percentage Interests whether given in person, by telephone or by means of a written consent shall control.

7.5 Each Member may authorize any Person or Persons to act for him by Proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every Proxy must be signed by the Member or its attorney-in-fact. No Proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the Proxy. Every Proxy shall be revocable at the pleasure of the Member executing it unless otherwise provided in the Proxy.

7.6 Each meeting of Members shall be conducted by the Manager(s) or such other Person as the Manager(s) may appoint pursuant to such rules for the conduct of the meeting as the Manager(s) deem appropriate. Unless otherwise agreed upon, all such meetings shall be held at the principal offices of the Company.

7.7 No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or execute any instrument on behalf of the Company. Accordingly, each Member shall indemnify, defend, and save harmless each other Member and the Company from and against any and all loss, cost, expense, liability or damage arising from or out of any claim based upon any action by such Member in contravention of the first sentence of this Section 7.7. This Section 7.7 supersedes any authority granted to the Members pursuant to the Act.

7.8 The Members acknowledge and agree that they shall not owe any fiduciary duty towards each other and each hereby waives any such fiduciary duty that may exist (whether express or implied) under law.

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ARTICLE VIII:

TRANSFERS OF MEMBERSHIP INTERESTS

8.1 A Member may withdraw from the Company at any time by giving Notice of withdrawal to all other Members at least ninety (90) days before the effective date of withdrawal. Withdrawal shall not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member shall divest the Member's entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.

8.2 Except as expressly provided in this Agreement, a Member shall not transfer any part of the Member's Membership Interest, whether now owned or later acquired, unless (a) the Member delivers Notice of such Transfer to the Company, (b) the Member provides such documentation and information regarding the Transfer as requested by the Manager(s), (c) Two~Thirds of Members approve the transferee's admission to the Company as a Member upon such Transfer,. which approval may be granted or withheld in the Members' sole discretion, (d) the Member and its assignee execute such documents and instruments as required by the Manager(s), (e) the Membership Interest to be transferred, when added to the total of all other Membership Interests transferred in the preceding twelve (12) months, will not cause the termination of the Company under the Code, and (f) the Transfer does not violate any restrictions in any loan documents to which the Company is a party. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member's Membership Interest unless such Encumbrance has been approved in writing by the Manager(s) which approval may be granted or withheld in the Manager's(s') sole discretion. Any Transfer or Encumbrance of a Membership Interest without such approval shall be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member's spouse, and the Member's issue; provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in such Membership Interest. A Transfer of a Member's beneficial interest in such trust, or failure to retain such Voting Interest, shall be deemed a Transfer of a Membership Interest. Each Member hereby acknowledges the reasonableness of the prohibition contained in this Section 8.2 in view of the purposes of the Company and the relationships of the Members.

8.3 If a Member wishes to transfer any or all of the Member's Membership Interest pursuant to a Bona Fide Offer (as defined below), the Member shall give Notice to all other Members at least thirty (30) days in advance of the proposed Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members shall have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair

36127.7 PAGE 29

value in dollars of the price shall be established in good faith by the Company. For purposes of this Agreement, "Bona Fide Offer" means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the transferring Member. For thirty (30) days after the Notice is given, the other Members shall have the right to purchase a part of the Membership Interest offered in the proportion that the Member's Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase, on the terms stated in the Notice, for the lesser of (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be) and (b) the price determined under the appraisal procedures set forth in Section 8.8.

If the Members do not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Members do not elect to purchase, that right shall be given to the Company for an additional thirty (30) day period, beginning on the day that the Members' right to purchase expires. The Company shall have the right to purchase, on the same terms, the remaining portion of the Membership Interest of the offering Member; provided, however, that the participating Members and the Company may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member.

If the other Members and the Company do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within ninety (90) days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, other than the requirement for approval by Two-Thirds of Members, the offeror under this section shall become an Assignee, and shall be entitled to receive only the share of Profits or other compensation by way of income and the return of Capital Contribution to which the assigning Member would have been entitled.

8.4 On the happening of any of the following events ('Triggering Events") with respect to a Member, the other Members and the Company shall have the option to purchase the Membership Interest of such Member ("Selling Member") at the price and on the terms provided in Section 8.8 of this Agreement:

(a) The death, bankruptcy, or withdrawal of a Member, or the winding up and dissolution of a corporate Member, or merger or other corporate reorganization of a corporate Member as a result of which the corporate Member does not survive as an entity; provided that the remaining Members have elected to continue the business of the Company as provided in Section 9.1 (a).

(b) The failure of a Member to make the Member's Capital Contribution pursuant to the provisions of Article Ill of this Agreement.

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to purchase, at the price and on the terms set forth in Section 8.8 of this Agreement, a part of the Membership Interest offered in the proportion that the Member's Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase. Following such thirty (30) day period, the Company shall then have the option, for a period of thirty (30) days thereafter, to purchase the Membership Interest not purchased by the other Members, on the same terms and conditions as apply to the Members. The transferee of the Membership Interest that is not purchased shall hold such Membership Interest subject to all of the provisions of this Agreement.

8. 7 Neither the Member whose interest is subject to purchase under this Article, nor such Member's Affiliate, shall participate in any Vote or discussion of any matter pertaining to the disposition of the Member's Membership Interest under this Agreement.

8.8 The purchase price of the Membership Interest that is the subject of an option under Section 8.6 shall be the "Fair Option Price" of the interest as determined under this Section 8.8. "Fair Option Price" means the cash price that a willing buyer would pay to a willing seller when neither is acting under compulsion and when both have reasonable knowledge of the relevant facts on the Option Date. Each of the selling and purchasing parties shall use his, her, or its best efforts to mutually agree upon the Fair Option Price. If the parties are unable to so agree within thirty (30) days of the Option Date, the Manager(s) shall appoint at the expense of the Company one MAl appraiser with a minimum of ten (1 0) years of commercial real estate experience. The appraiser shall, within thirty (30) days after the appointment, determine the Fair Option Price of the Membership Interest in writing and submit its report to all the parties. In the event either of the parties disagrees with the valuation established by the appraiser, each party shall within fifteen (15) days after the issuance of the appraiser's report, appoint one MAl appraiser with a minimum of ten (1 0) years of commercial real estate experience and notify each party of the appraiser's name and business address. Within thirty (30) days after being appointed as an appraiser by a party, such appraiser shall determine the Fair Option Price of the Membership Interest in writing and submit its report to all parties.

The Fair Option Price shall be determined by comparing all three appraisers' valuations and disregarding the appraiser's valuation that diverges the greatest from each of the other two appraisers' valuations, and the arithmetic mean of the remaining two appraisers' valuations shall be the Fair Option Price. Each party shall pay for the services of the appraiser selected by it, and one half of all other costs relating to the determination of Fair Option Price. The Fair Option Price as so determined shall be payable in cash.

8.9 Except as expressly permitted under Sections 8.2 and 8.3, a prospective transferee (other than an existing Member) of a Membership Interest shall be deemed an Assignee, and, therefore, the owner of only an Economic Interest until such prospective transferee has been admitted as a Substituted Member. Any such

36127.7 PAGE 32

Assignee shall be entitled only to receive allocations and distributions under this Agreement with respect to such Membership Interest and shall have no right to Vote or exercise any rights of a Member until such Assignee has been admitted as a Substituted Member. Until the Assignee becomes a Substituted Member, the Assigning Member will continue to be a Member and to have the power to exercise any rights and powers of a Member under this Agreement, including the right to Vote in proportion to the Percentage Interest that the Assigning Member would have had in the event that the assignment had not been made.

R 1 0 Any person admitted to the Company as a Substituted Member shall be subject to all the provisions of this Agreement that apply to the Member from whom the Membership Interest was assigned, provided that the Assigning Member shall not be released from liabilities as a Member solely as a result of the assignment, both with respect to obligations to the Company and to third parties, incurred prior to the assignment.

8.11 The initial sale of Membership Interests in the Company to the Initial Members has not been qualified or registered under the securities laws of any state, including California, or registered under the Securities Act of 1933, in reliance upon exemptions from the registration provisions of those laws. Notwithstanding any other provision of this Agreement, Membership Interests may not be Transferred unless registered or qualified under applicable state and federal securities law unless, in the opinion of legal counsel satisfactory to the Company, such qualification or registration is not required. The Member who desires to transfer a Membership Interest shall be responsible for all legal fees incurred in connection with said opinion.

ARTICLE IX:

DISSOLUTION AND WINDING UP

9.1 The Company shall be dissolved upon the first to occur of the following events:

(a) The death, bankruptcy, retirement, resignation, expulsion, or dissolution of a Member; provided, however, that the remaining Members may by the Vote of Two-Thirds of Members within ninety (90) days of the happening of that event Vote to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining Members fail to so Vote, the remaining Members shall wind up the Company. For purposes of this Paragraph (a), in determining Two-Thirds of Members, the Percentage Interest of the Member who has died, become bankrupt, retired, resigned, been expelled, or dissolved shall not be taken into account

(b) The expiration of the term of existence of the Company.

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(c) The written agreement of Two-Thirds of Members to dissolve the Company.

(d) The sale or other disposition of substantially all of the Company's assets.

(e) Entry of a decree of judicial dissolution under 6 Del. C. § 18-802.

9.2 On the dissolution of the Company, the Company shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager(s) who have not wrongfully dissolved the Company or, if there is no such Manager, the Members, shall wind up the affairs of the Company. The delegates winding up the affairs of the Company shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company shall be distributed or applied in the following order:

(a) To pay the expenses of liquidation.

(b) To the establishment of reasonable reserves by the delegate for contingent liabilities or obligations of the Company. Upon the delegate's determination that such reserves are no longer necessary, said reserves shall be distributed as provided in this Section 9.2.

(c) To repay outstanding loans to Members. If there are insufficient funds to pay such loans in full, .each Member shall be repaid in the ratio that the Member's loan, together with interest accrued and unpaid thereon, bears to the total of all such loans from Members, including all interest accrued and unpaid thereon. Such repayment shall first be credited to unpaid principal and the remainder shall be credited to accrued and unpaid interest.

(d) Among the Members as provided in Section 4. 11.

9.3 Each Member shall look solely to the assets of the Company for the return of the Member's investment, and if the Property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the investment of each Member, such Member shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

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ARTICLE X:

INDEMNIFICATION AND ARBITRATION

1 0, i None of any Member, any Manager or their respective Affiliates or the respective directors, officers, members, partners, employees, representatives, and managers of each of them shall be Hable, responsible or accountable in damages or otherwise to the Company, any third party or to any other Indemnified Party (as defined below) for any act or omission performed or omitted to be performed by any of them to the extent the Person performing such act or responsible for such omission reasonably believes such act or omission was within the scope of the authority conferred upon such Person (or its Affiliates) by this Agreement, except for fraud, willful misconduct or material breach of this Agreement. In addition, no Member shall have any personal liability for any guaranty provided by the Company, Urban Commons, Taylor Woods or Howard Wu. In any threatened, pending, or completed action, suit or proceeding against a Member, a Manager or their respective Affiliates or the respective directors, officers, members, partners, employees, representatives, and managers of each of them (collectively, "Indemnified Parties", and each individually, an "Indemnified Party") relating to Company business or the furtherance thereof by an Indemnified Party, including, but not limited to, guarantying any repayment or completion obligations of the Company, each Indemnified Party shall be fully protected and indemnified and held harmless by the Company against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys' fees, costs of investigation, fines, judgments and amounts paid in settlement, actually incurred by such Indemnified Party by virtue of its status as an Indemnified Party (collectively "Liabilities"), other than Liabilities resulting from the fraud, willful misconduct or material breach of this Agreement of or by such Indemnified Party. The indemnification provided by this Section 10. i shall be recoverable only out of the assets of the Company, and no Member or Manager shall have any personal liability (or obligation to contribute capital to the Company) on account of the Company's indemnification.

1 0.2 Any action to enforce or interpret this Agreement, or to resolve disputes with respect to this Agreement as between the Company and a Member, or between or among the Members, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall be the exclusive dispute resolution process. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. The Manager(s) shall select the place of arbitration. The substantive law of the State of Delaware shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. The prevailing party shall be entitled to reimbursement of attorney fees, costs, and expenses incurred in connection with the arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof.

36127.7 PAGE 35

The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator's decision.

ARTICLE XI:

INVESTMENT REPRESENTATIONS

Each Member represents and warrants to, and agrees with, the other Members and the Company as follows:

i 1, i (a) The Member has a preexisting personal or business relationship with the Company or one or more of its officers or control persons, or (b) by reason of the Member's business or financial experience, or by reason of the business or financial experience of the Member's financial advisor who is unaffiliated with and who is not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, the Member is capable of evaluating the risks and merits of an investment in a Membership Interest and of protecting the Member's own interests in connection with this investment.

1 1.2 The Member understands that acquiring a Membership Interest involves a number of significant risk factors, including but not limited to, (a) the Company is newly formed and has no operating history or prior earnings to evaluate, (b) the Company will be subject to the risks generally incident to the ownership of real estate, (c) the Company will encounter considerable competition in operating its real estate, (d) all decisions with respect to management of the Company will be made exclusively by the Manager(s), (e) the Company's investment objectives must be considered speculative and there is no assurance the Company will achieve them, and (f) the Manager(s) may be subject to various conflicts of interest in the management of the Company. The Member has evaluated all such risks, and agrees to accept such risks.

11.3 The Member is purchasing the Membership Interest for the Member's own account and not with a view to or for sale in connection with any distribution of the Membership Interests.

ARTIClE XII:

ATTORNEY-INgFACT AND AGENT

12.1 Each Member, by execution of this Agreement, irrevocably constitutes and appoints each Manager and any of them acting alone as such Member's true and lawful attorney-in-fact and agent, with full power and authority in such Member's name, place, and stead to execute, acknowledge, and deliver, and to file or record in any appropriate public office: (a) any certificate or other instrument that may be necessary,

36127,7 PAGE 36

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement on the day and year first above written.

MANAGER AND MEMBERS:

URBAN COMMONS, lLC, a California limited liability compa?y

By:_..,..;_--'"""'""""-=..;;,···;...;:·'~_·"'-_·,_.:;,;.\"~-'-'-"~· _ _.;;.;._·.....:..·· ... :<:.::·: :L ..

.,-<laylor Woods, Member ,·-'':!

By~~-~--~~------------------­. Howard Wu, Member

36127.7 PAGE 39

male and female as well as a trust, firm, company, or corporation, all as the context and meaning of this Agreement may require.

13.6 The parties to this Agreement shall promptly execute and deliver any and all additional documents, instruments, notices, and other assurances, and shall do any and all other acts and things, reasonably necessary in connection with the performance of their respective obligations under this Agreement and to carry out the intent of the parties.

13.7 Except as provided in this Agreement, no provision of this Agreement shall be construed to limit in any manner the Members in the carrying on of their own respective businesses or activities.

i 3.8 Except as provided in this Agreement, no provision of this Agreement shall be construed to appoint a Member, in the Member's capacity as such, the agent of any other Member.

13.9 Each Member represents and warrants to the other Members that the Member has the capacity and authority to enter into this Agreement.

13.10 The article, section, and paragraph titles and headings contained in this Agreement are inserted as matter of convenience and for ease of reference only and shall be disregarded for all other purposes, including the construction or enforcement of this Agreement or any of its provisions.

13.11 This Agreement may be altered, amended, or repealed only by a writing signed by all of the Members.

13.12 Time is of the essence of every provision of this Agreement that specifies a time for performance.

13.13 This Agreement is made solely for the benefit of the parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement.

13.14 No Member or Assignee of an Economic Interest has any interest in specific Property or other assets of the Company. Without limiting the foregoing, each Member and Assignee irrevocably waives any right that such Member or Assignee may have to maintain any action for partition with respect to the Property or other assets of the Company.

36127.7 PAGE 38

desirable, or appropriate to qualify the Company as a limited liability company or to transact business as such in any jurisdiction in which the Company conducts business·; (b) any amendment to the Company's Certificate of Formation or to any certificate or other instrument that may be necessary, desirable, or appropriate to reflect an amendment approved by the Members in accordance with the provisions of this Agreement; (c) any certificates or instruments that may be necessary, desirable, or appropriate to reflect the dissolution and winding up of the Company; and (d) any certificates necessary to comply with the provisions of this Agreement. This power of attorney will be deemed to be coupled with an interest and will survive the Transfer of the Member's Economic Interest. Notwithstanding the existence of this power of attorney, each Member agrees to join in the execution, acknowledgment, and delivery of the instruments referred to above if requested to do so by a Manager. This power of attorney is a limited power of attorney and does not authorize any Manager to act on behalf of a Member except as described in this Article XII.

ARTICLE XIII:

GENERAL PROVISIONS

13.1 This Agreement constitutes the whole and entire agreement of the parties with respect to the subject matter of this Agreement, and it shall not be modified or amended in any respect except by a written instrument executed by all the parties. This Agreement replaces and supersedes all prior written and oral agreements and statements by and among the Members and Manager(s) or any of them. No representation, statement, condition, or warranty not contained in this Agreement will be binding on the Members or have any force or effect whatsoever.

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

13.3 This Agreement shall be construed and enforced in accordance with the internal laws of the State of Delaware. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect.

13.4 This Agreement shall be binding on and inure to the benefit of the parties and their heirs, personal representatives, and permitted successors and assigns.

i 3.5 Whenever used in this Agreement, the singular shall include the plural and the plural shall include the singular, and the neuter gender shall include the

36127.7 PAGE 37

INVESTORS AND MEMBERS:

Printed Name of Member Signature of Member ";'""he .5/wa!/1/ 5amtte/ Ctfa.at:f /:#J lfl<t1/ /fl. C!wtff[J'

/(€c&cAb/e Ll/,-7 ;;1u;f~ 0,_~J Mf !~ jtJf7 ~r9 ~~

Printed Name(s) and Title(s) or Capacity(ies) of any Officer(s) Partner(s) or Agent(s) Acting on Behalf of Member

Slgnature(s) of Any Officer(s), Partner(s) or Agent(s) Acting on Behalf of Member

By: 5!10Y/{l Chitffllj'

Title: Jrusfe.e.

By: ____________ _

36127 7 PAGE ..\0

INVESTORS AND MEMBERS:

Printed Name of Member

Printed Name(s) and Title(s) or Capacity(ies) of any Officer(s) Partner(s) or Agent(s) Acting on Behalf of Member

Title: __ -r-M.::.... 1-.J.Cio:..::./.._t:...J..J ~LN;,.rV:-'-"-e:::...!~rL..-.:..... __ _

(}

36127.7

Signature of Member ;l "

;1/~----L-~~

Signature(s) of Any Officer(s), Partner(s) or Agent(s) Acting on Behalf of Member

By: ____________ _

PAGE -!0

INVESTORS AND MEMBERS:

Printed Name of Member

Printed Name(s) and Title(s) or Capacity(ies) of any Officer(s) Partner(s) or Agent(s) Acting on Behalf of Member

36127.7

Signature of Member

i'

Signature(s) of Any Officer(s), Partner(s) or Agent(s) Acting on Behalf of Member

By: ____________ _

PAGE 40

::,r .~. :ec f·~ a r r ,~: ( :~:~ ,]rd 'T i'.iG ( S :. Gr Caf>'u::ity i0~:3 :, ~~'' ::J.ny Cliicc; ,. ~'·)

'~.: GF1ElJre(s o' f,.rl'/ CffJcer:s',, ,:\::jn·-lr:?r(s:, c1r ,!O,Jent(S) ,C\c::n~

13,.-::_~h:::t~~ c·~ r/~~~~-nt~·(:;r

EXHIBIT "A"

INITIAL MEMBERS, POSITION AND PERCENTAGE INTERESTS

NAME POSITION PERCENT SHARE

Urban Commons, LLC Manager 20% 4 Surfspray Bluff Newport Beach, CA 92657 Attention: Taylor Woods

13.6170% New Revival LLC Attn: Meili Hsu

Sahara West, LLC 17.0213 Attn: Peter Kam 857 Gainsborough Dr. Pasadena, CA 911 07

The Shouping Samuel 40.8511 Chuang and Mary M. Chuang Revocable Living Trust, Dated May 10, 1997 Attn: Shouping Samuel Chuang

Client Systems 8.5106 Attn: Casey Crellin 4750 S. Santa Fe Circle, #1 Englewood, CO 80i 10

TOTALS 100%

36127.7 PAGE 41

EXHIBIT "B"

INTERNAL RATE Of RETURN EXPLANATION AND SAMPLE CALCULATION

XIRR Returns the internal rate of return for a schedule of cash flows that is not necessarily periodic. To calculate the internal rate of return for a series of periodic cash flows, use the IRR function.

XIRR (Values, Dates, Guess) * Values is a series of cash flows that corresponds to a schedule of payments in dates. The first payment is optional and corresponds to a cost or payment that occurs at the beginning of the investment. If the first value is a cost or payment, it must be a negative value. All succeeding payments are discounted based on a 365-day year. The series of values must contain at least one positive and one negative value. * Dates is a schedule of payment dates that corresponds to the cash flow payments. The first payment date indicates the beginning of the schedule of payments. All other dates must be later than this date, but they may occur in any order. * Guess is a number that you guess is close to the result of XIRR.

REMARKS * Microsoft Excel stores dates as sequential serial numbers so that it can perform calculations on them. Excel stores January 1, 1900, as serial number i if your workbook uses the 1900 date system. If your workbook uses the 1904 date system, Excel stores January 1, i 904, as serial number 0 (January 2, 1904, is serial number i ). For example, in the 1900 date system, Excel stores January 1 , 1 998, as serial number 35796 because it is 35,795 days after January 1, 1900.

* Numbers in dates are truncated to integers.

* XIRR expects at least one positive cash flow and one negative cash flow; otherwise, XIRR returns the #NUM! error value.

* If any number in dates is not a valid date, XIRR returns the #NUM! error value.

* If any number in dates precedes the starting date, XIRR returns the #NUM! error value.

* If values and dates contain a different number of values, XIRR returns the #NUM! error value.

* In most cases you do not need to provide guess for the XIRR calculation. If omitted, guess is assumed to be 0.1 (1 0 percent).

* XIRR is closely related to XNPV, the net present value function. The rate of return calculated by XIRR is the interest rate corresponding to XNPV = 0.

36127.7 PAGE 42

* Excel uses an iterative technique for calculating XIRR. Using a changing rate (starting with guess), XIRR cycles through the calculation until the result is accurate within 0.000001 percent. If XIRR can't find a result that works after i 00 tries, the #NUM! error value is returned. The rate is changed until:

<< ... OLE_ Obj ... >> << ... OLE_ Obj ... >>

where:

di = the ith, or last, payment date. d1 ==the Oth payment date. Pi = the ith, or last, payment.

EXAMPLE Consider an investment that requires a $10,000 cash payment on January i , 1998, and returns $2,750 on March 1, 1998, $4,250 on October 30, 1998, $3,250 on February 15, 1999, and $2,750 on April1, 1999. The internal rate of return (in the 1900 date system) is:

XI RR( { -1 0000,2750,4250,3250,2750}, {"1/1/1998","3/1/1998","1 0/30/1998","2/15/1999","4/1/1999"},0.1) equals:

0.374859 or 37.4859 percent

36127.7 PAGE 43

OP'.FJV\TING A.GREEMEL\T FOR

URBAN COlVIl\ifOI\S, LLC, a Dela'l'\'arc- Umited Liability Company

'l':l.,; '~ 1)P''i'C"ttl'·J1P "' ·cn·eet)'l<"nt r ' 11'' ,_ ~\O't'f':t'·l·n;>J'\T'''; I.<; !11"-dP >"~ 0 r ()(ct' nb' "'[' ! ~; '?()()O , Ll.J \. r.''-'lt. ··;:;: ;'\_·':::>_!_ '"-r', V ,t~ .._. ' ~ .... -...~ -.., 1..- ~· '-• o .... , .,._. L~'-- ,)._ ... • \_0 ._ ,)\).' ,-~,' '• o,

by HlW an1ong the parties hstcd l)n the sign<.ltLtre p<q:>,es. here()f (collectiveiy referred to as the: ''\-kmb~·r< or individuaU~y ~iS a ··i\·lembc~r''). with refi::rence to !hr.: t~)JlO\V[ng fact:·;·

A.. The fv1ernbcl'S have ill.ed or shaLl flk: Cc·nir\carc of FNmatiun (tile

·cenifica!e'') i(;r Urban C.:?tnnwns, U .. C (the '·Company'} a l.imitcd liability compnny under the Lrws of the State of Delawan:. with th,~ [)(~.it1ware Sccn.·wry c1f Sidlt'.

B. fbt' \Jembers desire to adopt and appro\\:~ an operat:ng ~tgreement forth~.;

Company ;:n:rnmn: to the Dcia\1.-arc Lirntkd Liability Comty1ny <\c[[DeL C. 0 18-!01 r;_r~:f.!:t]),

including :unendmems t1'ot~1 tirne to ti.mc (the "Act"}

NO\\.', THEREFORE, the i\demhers hy thi:; Agr(:emcni set f~)rth the ')perating .:~g;·eem(:nt f(Jl' the C1)111.pany upon the 1·~Imc; <md sub}ect to The condilions uC lhis Agrcern.c'llt.

ARtiCLE l ORGf'1'\'lZATION .. \L MATTF~RS

l.l Nm1~~- The n2n1e of he Company shall be '·Urban Commom. LLC." The Compctny may C\)nduct business under tlwt name or any oth(';r name apptoved by lho.:: M..:-mtwrs

1.:' ·rs'fll!. The tenn ofih' Company c,ltnmcnccd a~ (!flh::: ciareoithc tiling uf li1.: Certificate and. unks~~ sooner terminated under )~~J~QJLcLL shall terminate on December~ L ~'.05U.

L3 QiTice Hl}!Lh:lli:U!- Tbe nayn:c of lhe Company's regi~:ter<.:d agent in Deb1vare slwi I he >Jational Register~d Agents, ln(., 160 Green tree Dr.ive. Suite 1 01, Dc)\'t'r. Deb.\vme 19904. 1he initbl agent t(,r ::;erv:i.ce ofproccss on the Company shali be Taylor \Vouds. wlwsr: a.ddr(:tJ:=; i.s 4 Surf:;pra:,· Blutr. Newpr_)rt Beach. California 92657. fh<) J\li(~mbe:·s 1rw,v frotn time lO time change thr:; Cumpo:my·~: :Jgent fm service: of process.

l .,; U~\!,~_\nc::;;;;_g_tJl1c CQJlWJllJ..Y- The purpoc;e of lhe Con1p~tny is to ('On duct dl hwfld businesses that t:lw IVkrnbers ckom nec,cssary or desirctb!e.

ARTICLE 2 C.~PJTAL. CONTi\JRt.TlC:<S

.:.1 :;;_,:.0..CHio~L .. (,:gpJri1;niL\ons. Each ?vkndJtT lBs or :;hall makt:: a cash contribution to the capltul uf1he Company in the amount shown uo the books and records of the: CotnpEm\. No :\'kmb~r shall be rewtir~d to make any addililinul contributions to the C~\pitai <.)fthe Compan)'- Additional contribution:' hOI the capital of thl~ Company shall bc n;ade only with the LU1nninwtb consl~:-H of the i'Acmbers. Exc0pt as provided in this -'"\greemenL no \1.ernbt-r may withdra1•,· his or her c:;;pi tf1 J con1ri1:nition.

"' ·) Capiwl Acconnts. The Company :;hull esTablish an individu<J.l capital

ao.::connt ('"Capital Acco~nn'') J;)r each l\-1\~mber. The Company sh<lli dett;Trnine "nd mmntain each C<1pital /\CC<.)lll>t i.n !.lccordance with Treasury Regulations Section l. 704-1 (b)(2J(iv). Upon a vrdid transfer of a :tvL:ntber' s interest in the Company ("lvlembershi p htere.';t") in accordance with -\J"ti.CJ<":: YJ st:ch 'Vlemhc·:· · ~' Capitat :\ccotmt shall caJTY o\'er to the ne\\ l)"l.vncc

c un tri b uti \01 ns.

ARTICLE 3 M!::IVlBERS

> ; AdmissioJL of_i}dditionsll\{~J.JlQtJ{~- Acldi tional !\J1:mbers may b'"· admitkcl \\ ith th: unanimous approval of al! Members. Additional :vkmber:-: will participate in the managcrne:nL "';'<Jet Profits'·- '·Net Ll!SS'::s" (as such terms are ckflne·d in Sc:clion 5.1 ), and disui b~1tions of the Cornpany on such terms as arc dclCmJlncd by the Members. Exhibit A shall be amended upon the admission of.nn addiiional i'viember to set fonh such Member's nilmc .1ncl

\1embersbip lnlcrest.

3 .~? ~~~~j_TI_ld(frL\vn.ls or R .. esign0.T)_qns. r·<u Jvr.ernber n1ay '-Xithdt\-1\Y~ retire or resign tiu::n ch~ Company \Vithom the prior wdtwn consent oLmd in accord.<1ncc "' ith l,':'nns .:1gred up1.)n b: \'!embers holdin[2 at least a m;~jority ofth.: remaining ;\-lembership lnte:·ests.

J.:·· l~~ymenr;-; w IV!emb(,'n. \fu ivlernber or person or entit.y C(•ntroiled by. ccn\rollhg or under C\"Jnltnun co:.mtrol with the Member (cnch sud1 pcr:-J('tl or en lit) J'i ddi11ed uc, <m · 'Afi! li ~ne"'), L cntitkd to rernu n,~ration fer services rendercJ or goods pl\)-.. idee\ tu the C omp<my except as appnned by the jVkm.bcrs. HoweYer, the Company 1"ill reirnbursl".' Lhe Ivfembc:r:; and their Afflliates for organ.V.ationa[ t''.li.pe.nses (including. \Vtthont li:mi.iati.orL legal and cKCOllnling t(:;es and costs) incurred to form the Cornpany, prepare the Certificme and this Agrcctn(:nt and for aH reasowible cons incurred in the managc1w::n1. nfthe Company.

ARTICLE 4 MA.NAGE\1E:'1T ~-\ND CONTROL OF THE C0\-1Pl\N'i'.

cL 1 i\-jantlD:ement and Powers. ln entering into this \greemenL rht· inknl of .zaGh \'lcnlber is to actively e;~~~~;.·~··;';:;··tl;;~~~·~~;~~gt:·t·nent of tl1<~ Compnny. Accordingly, unless utlll':nvic.,' lirni'tcd b·J the Certificate or thi~; Agreement. each i'vkJ.nb-::r shall have fulL compl~:te and ~~xc] usive au1hority". power, ancl cliscreti on to anuwge and contl\)l tlw bu.sint::ss, property and ~i fhtir:-> t)f

1·hc Company. to mnke aJ.l decisions regarding those matteu; and tu perform any ;:md all other <iUS or acti vi lies custon1ary or incident to lhc 1-n~uwgement of the C omp:my ·.s business. property and al'fairs.

4.2 J)rni~::1Ji.Q,r~_LCUi Po~rver of J'vkn~bcr'?. ·;\otvv·ithstanding any o:hcr prov1sion:-. o It h1 s "\g t·c~'IYh.~nt. no debt nr liability of more than :i)] .000 may be contr<!ded en bekd Cof th<:· Comp;my \I ithuut the .?cppl'(' l:cd of the \Jcmbers and lbe si g 11<~ Lure of 1 \Vi"; \iem hers or a Y\Lmaging f)in:cwr, it' any, is required to ~ign contr<o,cts :md ohli[wtion~~ (ln behalt oftlH:~ C•.)lllpiln~. i\ddit;opai!v 1~n \krnher slwll have dnthoritv ~o cuuse the Comr:>a:\v to cm~<wc in The l~:iio1virw

• • • \"" n • • ~ ~· i_ .I '-• '•' "-o~'

transactions 11i:honr first obwinin,~ the appwva! ofl'vlembcrs holding fl ma,ic•rir:y nfthe i\-Icmbuship

In t (TC~;t::;:

in i Th•::> s~ik. exch~mge ur other displ'silion of dl. or subswmia1ly nll. of the Cornpany''; :1ssetc; not in the ordinary course of business, <.::Xc.'t:::J)t in the \)l·der!y l!quidati,~n s.nd winding up of the bu:olnes::-; of th,: Cornpany upon it:s duly autbc•rizd

clissolm!cH1.

(b} 'The roerger of the Cornp:.tn) with another limited Jiabi!ny cotr:pL\11/ or corpor:-.{tion, gcne~:<il partnership. limited partnership oi· other emity (except rhm <'in) <Kt '-Yhich \\·nrdd cause a Ivlember to incur personal Jiabil1ty fur the obiig<itions uf the Comptny or its sucr;~~ssor shall also require the consent (lfsuch l\Jk:nber).

(c) An) act which would malu: i< impossihk to um)' on ihe urdin<ll.J'

th<.' Curnpany.

l~:) :\r:y oti1er transaction d..:·suibcd intlus Ag:r~emcnl a:; tCcjcliring the app;•Jvul. consent ur vo.lc of thf; Iv1ember:)

4.3 Q.tiic,:~~L'i._Q_Ltll~1~QlilD£'l.1Y· The CoJtlpan•> .n:wy h:;;ve em~ nun'tber ot'

;\Jansging Din:nors. \Vho 111<1)', but need nol be a ivLernbcr. i'vtembcrs holding:~ 1najority uf liw l\·kmbi.'rshi p !meres ~s t11:1y provide foi· add ition~il otiicer:.:; of the Company and for tht:ir election. and Fl1<\Y alter the pnwcrs. dm!es m1d ·.:Gmpcnsmion of the i'Vlanag:ing Directors nnd ,·lfiill o1'htr oiJ.1cers.

4.4 .l\J<::Tl.!ht:K..f\rmr9\'"~. No annual or regula meetings ofthc ~'!ember;:; are required to lw heLl Hmve\~~r. .if such mci::\ings me held, such meeting:'! shall be noticed. h~~ld and conducted pursuan1 to the Acl. Tn ariy instance in which the approval of the I\kmbers is required undenhis Agreem.ent. ;;uch apprm.al may be obtained in any manner permitted b~· thtc Act. Uni.c·:ss othenvise pn:.wided in this 1\[!.recment. c:pprovnl of the Member~; sh,1ll menn the approval of'\ kmbe!'s who hoili a rnajority o!rhe :v1emb.~rshq) !n:.erest~.

.;.s l)evQJ,ion_9LUDJ~. Each \'!ember shall ck~\·\)lt.: whatever time or ·::iil.nc rLS

hl' or ~he dl.."en:s reasun.ably appn.!p:·in!.t'; for the- funher:JJJce of the Cc>n::pany's ::n;sirh::~;~

·t6 ~~OliJQ_t)J)DIL6:(:.t.i.Y.i!.i.l::.~· The !\kmbns and tlwir;\ft\liates m;:;y engage: or tr:v~>;t m .mY <Kit\ itv. including \vithout hmitation those that rnigl'll be in di:·ect or indirect ,:ompctHion \.vith che Compnny. ?\'either the Conpar:y nor any lVIcrillXT slutl.l h<1·ve any ri~;h1 in or to such ,Hher <Kti v ittes or to tlic mcOITK or pn)c,~eds de.: rived theref1·om. [-.,fo Member shall be oblig,necl to pre~;e'nt any investrnent oppurtunny to th~ Cornpany, even if' !he opportunity is of tlw chamcter

thi:\1. i( pr,csenkd To the Comp~ny. could be taken b:;' rhe Compan:,:. Each }'v1elnber sllalll:wvc the right to hold J.ny investment opportunity l'oi' hi.s or her l1Wn account or to re.commend such opportunity h·1 pcrs~.ms other thrrn the Compr;ny. Ench ~dcntbcr hereby watves mw ~md a!J dghb ancl claims \Yhkb he ur she ITW>' otlwrwise \l(wc against tbe other !Vkrnl~~::n and their Afftllar.es a:-: :u~sttlt ofnn~' ut'sttch ncti\·ities.

4. 7 J)'<!!J:''2'.JLQ.!1i.J!.tt\·Veen the CU)Iljlf!I\:{_mlt].I!~~JyienJJJ.~!:~· Not\\! thst:mdin~1

th;Jt it :nay consti.lutc u conlliCl crf itHercs;. the :\kmbers and their Affillates nwv engage in any uansactic;n v;ith 'he Cmllpmty su [on!; Q.S such transactil)l"\ i'; not e:--zpn':~;sly prohibited by chi:; A.£cp·ccnh~nt and sc long as cbe krms and cunditions Gfsuch rransaetion. on ;;;n overall basis. J.J\c f.Jtt

and re~b1Xli1blc [C\ the Company and an: at least a.s !ixvorablc to the Company as those tlEtt arc f?~Jh::Ttliy ai'<Li.labk tj·om persons capabk of similarly performing them or if Vfembers h·Jiding a majority c:f tbe Membership Interests held hy the !Vkmbers huvmg no intcrc~=.t in such (rcm::;action {otlkl' rhan their inter::.:st:; as rviernbcrs) approve the ttansuclion ill writing .

.. <\RllClJ~" ) AJJ./)CA'F'.lONS OF NETPROFl.TS AND NET LOSSES A]\D DISTRIBUTfC}\iS

5.1 Deiinitiom. When used in this /\i;'rccnJent, the fi'!limving terrns shall hnve the me<t:lings set !(11'th hr:IO\Y:

'·CDdc·· shall n1ean \he lnternal Revemtl' Code oC.!. 9S6. as amemkd fi·um time to !! me. the pnwisi ems of succeeding la\\'. and to the ,~xtcnl [lpp lic1 bk. the Tn:·etsun Reg\tlaiio;ts.

''·Company Iviiuirnum Gain'" sh.all have the meaning ascribed lO the term '·Partnership \.Jir;irnurn Cain" in the Tr~asury Regulat\(mS Section 1.704-?(d).

'·I'Aember Nonrecourse Debt" shall have the rne:;min~~ ascrilxxi to 1he tenn '·PurLner Nc111recourse Dc:ht" in Treasury Regulations Section I . 704<?(h)(f). ·-

'"i\;kmber NGnrccourse Deductions'· shali mean items ofCompam' lo.5c). deduction, m Code .Section 705(a J(2)CB} expenditures which are anributabk w \1cmber Nonrecour~;e Debt

··>reL Proiils" and ''Net Losses'' shall me;:m tbe income. g~nn. lnss. deductions. and crcdits Gf the Compan:;.- in dw agg.n~::>,ak ~)r separately sti.\ted. iL iippll)prirt~e.

4

determined in accordni1cc with lh· m(~thod of<~ecounting at the close of CfJch fi~·.cal year ernph>ycd on :he (\.l~1lJXtny' s int!1n11ati on tax rewrn ftkri Hn l~:dcra] income tax purpos~~s.

''\!c1nrccourse Liability" ~ball han: the me<:ning sci fo;·th in Trc:J<;UJ)

Rcg.ulmi(1!1'i Seclion 752-l (<1)(2}.

''lrcctsurv He'2.t.dations·' ~-;hall mean the fin:-\1 or temporarv regubtiow; tbc.t ~ '---! .~ -

have been issw:d by the l...'.S. [k.partru~;lt ufTn:asury pursuant to its authurity under the Code, and

any succe~~or r~gulatlon-~.

(a) NC"t [.o;s~. Net Loss shall he ailocakd to the lvlembers in proporcion to t.hcir l'vkmbcrship lnkrest~. 1\otv..-ithstnnding. rhc pr~\'ious semecce. loss ~dlocations to;;~ M<:mber ,;hali he m;:1de only w the ·-:xrenL llwL such lu:-:-~ ~dlocdion.s \vill not crc::tte :.; clct'ici< C~i:tpital Account bniance t~1r that Iv!cmbcr in excess of an anwunt. ! I' any. -.:qual to ~;uch !'dcmber·0 shmc of Company l\'linirnum C?ain that \Vrmld b,~ realized on a i'<Jrcclo:mre nf' the Company" s property. Any loss not alloc<ncd to a (viern ber bt:::c~mse ,! r' the i(negoing provision shall be ~dlGca(·<:dtn the other Members {to ihc c:<tcnt the mher \krnbcrs are tWl limited in respt~ct uf the ailo~~ation of lo~iscs under thi:; Section 5.2(:~}). Any ioss rea!loc:.rtc.d under this ~~~~~J}Q1_1_})_L£} shall be taken into account in computing subseqnem ::J\()cations of incom~~ and loss,~s pursuant to this Art.iclc V. so that the net anwunl of ::tll) i t(:!ll sn ul iocdtcd m1d Lhc income and lossts allocated to <::a<.::h I\'kmber pursuant to this A.ni,:lc Y, tc tiw cx.t~~nt Pl)Ssible. shall be equ.al lo the net amount that l\l1Ui.d h<11.·e b,~en zdJc,cat:::·d to c<tch such i\kmbcr pmsnant to this /\rlick .. Y if no rcullucctt:on or ]ly;sc~ h:ld occurred under this ,~gc,:.t\9.r.L:~,.JJ;l}.

{b) t}et Pcotlt N;::l. Profit shall be a':loc2!ted tP the Hen1ber:; m proportion tc1 theil' 1\·kmberi>hip Interests.

S·x:ci3i A.ilocations. Notwithswndim~ Sccl:ion "'.2 . .. .1 .. ------,--··· .. ··~----~ " ...................... -~--·

\a) t~\i.tlin1t~, .. (,;.h,ip.CJ;;.;_t:g_~-~~-::tc;_l~ rr dll'.."tc i~~ a net cie~·re:Jse in Company Nlinimum CJuin during any fiscal year.. each ivkrnb(;r sh<llJ be specially <dloc:.H'c~d in:n;s of Company ·inc:ume <md gain for sut:h nscai year (<meL if necessary. in o~ubscqut'nt 'fiscal year~;) in an amounl equal to the poi'tioi1 l)f svch fvkmber' s sha.re of the ne1 dccr2ase in Cornp~my [\ .. finintum Gain tk\i ; s allocable to the cl ispos ilion of Company property suhject to a Nonrecourse Ll;.ibility. whiCh share of such net denease sbal l be dete nnined in <Kcordance with Treasury Rcguhrtion:' Sc~ction l.704-2(gl(2'l. Allocntwns pui·suam to this Scctioll._S.3(a) sbnil be made in proportion to tlw arnmmts requircd robe <11locatcd to each l\1ember unckr this :~.~.\:.li~mj_._,'i.(_c-1} The .items to he so aUt)cmcd shall. be determined in <Kcordancc >Vlth rreas~1rv Regulations S\:ction J. 7()4,2(i). This S~l;_l)D.Q_\)Ll) is inkncil-:d to comply wi tb !be~ m i nirnum gain c.hat·ge bad: requirement contained in Tref:'ISm·y Regulations Section 1.'/0LJ -2(f.~ and sh::lll be imerpn:u.::d qmsis:.entJ.y thert\Vith.

b} (Jl<_l_~::g_<;.\J.?s:h __ i~L}~.J&~hn_~!.m ___ i1~~~E ____ L\1Q:i.l!_t,!Y~l~lt; __ .. b) ___ Nc;g_:~1.t;X I\onrccourse DebL (there is a net decrease in Cnrnpdny \1inirnum (,·ain mLribntablt 10 a

~-Jemi;e,- \ionr~urse DehL during: mr,· fi~cal year, each member who has 2 share of the Cornpany \'finimum (iain att1·ibntahk to such VJcmhcr \!onrccourse Debt (\vhi.cb share ~hall be determine.J in accordance l'vitb Treasury Regulations Section ' . 7U~l2(iJ( S > l shall be specially allocated nems of Company income and gain!-(Jr such fiscal y<::ar (and, ifnl~ccss<n)'. in subsequent fi.sc~d years) in an amount equal to that portion ()fsnch Me1nb<2r's share of1he net decrease in Cornpany f\-Jinnnwn Cain attributable to such 1'vkmher Nonrevntr~;c Debt that ic: allocable rn the dispm~Hion ~)rcompany propcny sub_ject F) such 7\'iernber \'or:t't'coursc Debt (1Yhich siHre of such net decrease shall be dekrrrrincd in acco;·dance wirh lrc;smy Rcguimions Section 1 . 704-2( [!( 5) ). A llocat.ions pursu<J.nt w this S.~'.Gl!Q!l_~ .. J (bJ shall h': !rnck in proportion tn the Jmount5 rt'quircd to b.;:' allocntcd to each ;\'krnber under lh1s ~-l(:'q(5_~

5.3(b :_, Ll•: i.tem~ tu be :c;u :1llocated shall be determined in accor(i<:nce wilh ·rrc~lSliry

Rcgu)atitms S<.·ction 1.704 -J(i)( 'l} This ~~-o;:_rjoq __ 5 .31b) is i ntendc:d k comply wilh the~ miniumm gain chmgeb::tck requirement conto.ined in Trt·asL;ry Reg:ulatiuns Section 1.704-2(i)(4) and shall be interpreted consistently ther<C:with.

\C) b~~Dlg.f:~lursc DJ::clttc1i.Q~_1~. .-\ny nonr~~cour~~e deduction:-: (as defined in T rt'Bfury Regulations Section l. 71Y-2(b)f1)) for any fiscal year \lf other period shu1l b·: "JX'~';aJ"!:: alfocakd to rlw \•femb,~rs in proporrion tc1 their l'dembcrship lnl::rest:o.

(d) ,0Jsi1t.t:l.t:.r.N_QElLS:~-~~-~U:.?.~.Q"t:(h~~-thc'D_~. Tho:>t~ itc:Jr:.s of Company [,Iss .. dcdudion. or Code s~~ction 705(aj(2XB) exper;dinn\c)S \Vhich nre attrib\.lt(tbl<.:: to :vlemb:::r Nonrr::course Deht fbr any fiscal year or othr;;r peri,)d shall be specially allocniecl to U:,:· \Jernber '-dlO bears the ecnnomic risk ofloss '"'·irh respectlO the ;\'fem\x;r Nonrecour:>c Debt to \Vllich such items arc attributable in accordance with Treasur;· Rl;gul~1tions Scct[llli 1. 7o,,~-~1 c).

(c) Qualitied Income Offset. lf alvlem ber Lmo;pectcdly recei\'e;; mw adj ustrncnts. aJl(HJltions, or distn butions dcsc.ri bt'd in Treasury Regol0ti ons St7ctinn L ?04- l t b}l2 )(liH. J )(4), (S) or (()). Gr <my ulh\:r event cre:1tes a det1c it buiance in such :V!embcr' s Capital _,\ccount in ·~xcess of such l\kmber' s share of Compm~y Ivlinimum Ciain. items of Company income and gain sh.aU b~~ speci<lllY nllocal~~d to such .~vL:mber in <Ill am1::-nm nnd m:mncr ~;uflicient w dirninate such excess ckl~cit baiance as llllickly as possible Any spl~cinl aUocmiuns of ltt.:nH of i ncomc and gain pursuant to this 0ectj_QU .. :~_)J\':'") dwll be t::\kc-n into account in computing ::;ubsequent allocations of it1c~)n1e and gain pursuant to thls /\J;_Lj_c_l_t?. '{so tlvrt tJ.-,~ n~t :1mount of ony itc;m so aHocated and the income. gain. and losses <illocakd lu e<1cl1 \1ernber pursuant w this _S_~~-HPD)JLe1 to the ext~nt possible, shaH be equa! h) the net an1ount that·\vould have b.:en aliocated to e<Kh such 1\-Icm bcr pursuant w the provisions of this /}rtick Y if such unexpected acljustments. allocnrions, or distributions had not OCClllTCd.

~--. cJ ((llic :st;c::]\'JJ7Q4t t::Jfl,l_l(_)~stions. Notwi thst?~nd \ ng any oth,~r p1·o<. isic!l in llm ,\rt~(:.kY. m <.~ecordJncc \vith Cndc Section 704(c) cmd the Treasun Rt'gui<llion~ prumulgated rbel\~unckr. inconh\ gain, loss, md ckduc:.ion with respect ro any property C\)ntributtd t,) 1he capit~!l (ifthe Cornpany shal1, :·;oicly for tax pmpo5es, bt; ~dlocatec\ 'lmong tlw \lembt-:r:-, so as lO take accounc

6

of ally \arimion between the adjusted bus is of such property to the CornpaJiY for federal income tax purposes and its fair rnarkel value on the dste of contribultl'Hl. Ar!ocrrlions purscwm to thi:, .2~s~~!.0n S.d. :tre solely fer purposes of federal, swtc r.md loca~ taxes. As suck they sba!l not dtlcct or in any W<W be wken in h) account in comr>utinu H lv1ernber. ~; Cmi wl Account or share of' profits. losses. ur

,- - ....... -'-

other itcrn~: or diSLriburion:; pur~mant to any provision of this Agreernent.

5.:'· l)isJn.L~\J.tiun o(.'\sseti_l!.YJ.lle Cmnoam~. Subject lU 3pplicr!hk la1v :.md C:•H) iimitmiuns coJ.uawed tbf\vhe.rc in this A::,ueement_ !:vkrnbc:rs holding a n1c1jority of tlh':

lVkmbership Interests rnay dect from tirne to tilne to cause the ComJxmy co roake dlstnbuuons. Distnbutions shall be nwde to the ivkrnbers in proportion to rheir f\'lernbership [ntcT~o:sL .

.. '\.RTICLE 6 IR:'\NfiFER _;\.ND ASSICJN>H:NT OF INJ'EP,[STS

6. l :rEm;;ft~Dln~l;\?.1iilllm~JlL9Jimne~sts. Except ns othenvise provided for in this .Agreement. no ;vtember slwJl be entitled to tnmsf(~r. a.ssign, convey, sell, cncwnber or in any way al]enme all or :my pan of his or her Membership Ioterest (collectively, ,··cransfel"') e\cept \Yiih

tbt' prior appro1al. of all !vkmbt>rs. \vhich approval may llc giw-u or 'vithhcld in the sole discrcrion of th~~ ~/kmbers. "·.io l\Vithstamiing any other provision of this Agreement. a lVkmber who is a natura! person mel) wmsfer al.\ ur an} portion of his or ht'r M.embcrship Interest w nny revocabk trust created i~Jr the bcncf1t of the !Vkmber, or ~c1y CDmbination bct'.VCcn ur among the !'v1ernber. the \kmber's sp(1LtS.t:. e111d th1.: Member's is;;ue: pnwtdecl that ihciv'iember ~·et<lins a heneilci;;i inl'erest in sttch trus1 ancl all of the vuting cuntrol of such Membership interest. A transf(~r of r. f'vlernber · s beneficial inrcresl in sucb trust. or fni lure ;·o retain such voting conlroL shaH be dccrned a trcmskr of d Membct·ship h:cn.'st.

6.2 SubstitutiOJ1 of \1.embcrs. A transferee of <:1 \1emher;,hip 'Interest shnH han; the righr to bccmn(· a subsiituit:' \<[ember only if t)) cunsem of the ]\ilernbers is gi \en in

<Kcordancc \Vtth .'is:~UmJ._()c:.L (iii ::-;uch person executes 311 instrument satisf[tctory to the Me1nbers <ii.TepLing and aJopting Lh::: terms and provisions ur this AgrecmenL and (iii) such per:oun pays any reasonable ::-:xpcnses in connection y,.itb lns or her admiss10nns a n~'\V i'vkrnb~'t. The admission of a substitute Member shall nol rekase Lhc .:Vlembt·r \\ hu nssigned the Membership lnn~rest from ::my liability that SclCh 1\1ernber may have to the Colnpan).

6. 3 Tn-m;;_t~'§._jn ___ Viola ti otl of this .A !i~:~~ll1£!lLJ,Ul~LJ.'nm;-;fn~~- DLL~tiJ.lt t:--:h:rnb~rsh1D Jntercst~; Upon a transl~~·r in violatimJ of this ;:iUL~J~ . ..Y.L the transten;~~ shr:llL have no right to vote l)l' pmtlc irmte in the mannge:mcm oft he Company or to exercise any rights of o. \1ember. Such lran:,kret~ shall only he~ t~ntitled 1o recei\c the s!v:rcnfthc Compimy's Net Prufhs. Ner Lu:-,ses

and Ji ~-:iribntion::; c1f the Com pan>· s asset-: w \Yhid the tran::oferor vvo uld othel \\ ise he: enti tkd. >·..!11(\Yithsnnding the irnmediatcly preceding sent,c'nc-:·s. if in the de:terrninarion o!' th~~ JTITLlLntr~>! \klllber~>. n tnnsfer in Ytolation ol' this :ill_ls;lc:'l;'-! \VOLdd V<1US8 the terminntion of' the Cornpm1~; under the Code. in lhe sclt:: discretion of the remaining .:Vkmbcrs. the transt't:·r shall he nul! unci void.

ARTICLE 7 "i I

CONSEQUENCES OF DISSOLUTION EVENTS 1\.ND TERfvH'\ATTON OF \1E\1BERSHJP H<TFREST

7. 1 J)i ss\-.ili!!:.!.QJ~l~l:~~··~~JJ~- 1J pon the occurrenc~ of the death. 'lvithdr CL '""~tL resignation, retirement. insanity. bankruptcy or dissoi utwn of any !v1cmber ("Dissolution Evcnt"'L !he Compz:ny slwll di::ssolvc unless all nf the remaining 'vkmhcrs r"Hem::1ining i'vkrnbers") consent \vithin 90 zLy~• ,,fthe Dissolution Event to the cnntinnation ofth~~ busin<..'SS of the ConlJX111). If the Ru11aining I'vkmbers so conscnt. the Company and/or rhe H . .ernaining Members ~;hall have the riglH to pun:hasc. and i :' :;uch rigln is ex.<"I"CiS8d. t.h~~ MenJ.beJ· (or his or her legal representati '/8) wh~)St.:' actlons or condtK't rc::Jt<ltcd in the Dissolution .Event ("Former t\-1ernber'') sh<dl sell, 1hc F'ormer !Vkmber's \1ember:>hip Interest ("'Former Member's Interest'') as provided in thi~; Artic:Le V_g.

7.2 \Vj_Q_ykg'-'Il). Notlvitb~;tanding ):eclion 7.1_. upon lhe withc!r~1\'>al lw n T'vfeJnber in accordance \Vlth Secrio.IL]_~f. such fvlernbcr shaH be tn:med a;, a Fonner \'k.mbcr.. und, unb;s tht: Comptmy dissohes asH result of .such l'iilhdrawal. tlw c~)mpmiy and/or rbe Remaining rv1ernbers sho.11 have the right to purchase, and if such ri ghr is exercised, the Former \1 ernber sinH se!L 1he r·orm<~r ::vlembu-·s Intc:rv;t as prm'lded in this i\riicb .. YJI.-

7.:s i:\u:~h~t~_.:,_ __ l:J:Lt:_c. The pur:clwse p;·ice f,:;r the Fuunc-r \1ember· s lnkrt:i;t shall be (he C1p"!:.nl .\ccoum bahm~·:.:: of the Former \fember as ~1djusted. pmsunnt to ~;ectiOJ:L_::_}:. provided. h~)WC\·e:· rhm if the former Member. Slt(;h Fonner \-1en:ber·s lcga' :~~presentative or rhe Cumpuny. ci<'XJJS the Capiv:il ,\cc;(Hlni balance(<) vary horn the f(tir market valut: of th~' Form,~r ~·/!ember's Inte;-~:.;t h more than 5"'(1, such party sh:lll be entitled to require [ll1 <:tpprmsai by prodding nouce olllit' requc;t fnr Z!.prn·Jis:tl within 15 days <'llkr the dercniJination b) the Renwining ]\lemhers to continue rhe brbine;~s of the Con1pany. lfthe Members are unnble to unanimously agree nn tbc [air market value ofth(:; Fonner Member':; Interest the value of the Former .\1ernber':-; Int.·.:re.st shall be derennined by th;·l~e independent appraisers. one selected by the Formvr Member or such Former ivkrnbcr' :-; leg a.! represcnwti.vc, one se lectccl hy the Company. and one ~ekcteJ b_v the l\-\O appraisers so nnmed The fair rnarket value o C the for;11er Member·~; Interest :-;hall b~ the average of the L \\O

Jppraisah closest :n amount to each other. In the eventthe C<1ir rnm·Let value·. is determined to vary frum the Capiul :\ccount b~tlance by J,:-s.s i.han 5q/o, lhe party requesting such :lpprnisal shali p;:ty all expen:w ofaL the appraiszds incurred by the party ntlcring to enter into the trans:-.1ction althe Capital Account \-alLf<:ilion. In alL othu· evems. the Company shall p<~y one-half of such i~xpensc und the Fo!"mer 'vi ember. nr such F"om1~J" !VIcmber's lr.gal representative, shnti jW)" one-hnlfo r:suth r':Xpense.

~ ot\vitilsr,_mding the ;(;n-~t:.~oing, if the Dissolution Event results fcum "' brei1ch n r· this A.greenwn t by lhe For,·ner \krnbe:·. the purch~.lSf' pnc<:· shall be reduced by· an amount equal to th,: dmnugcs s11ffucd by the Company (_)f tlK P.emainin~; Mcm bers a:; a result of such brench.

7_.:,~ N!:-~~ice of [ment to PU!SlJA'i.~~- Within JO days a !'I.e:· 'he value of the Fornwr \fcmbn's lntt'i<:.:St ha.':. been delerrnined in accordance 1Vith 0_~_<;_l~.C1!1./.). each Remaining iv1ember shall notify' rhc other \-fember:> in wdting of his or her desire to purchase ;j ponion uf th<::

Former t·dc.mbet's lnr.crcsi.. fhc fai!l\re c:f any Remaiuin.g lvlernber 1u submiT a 80tict 1\'ithin the zq.!plicabk period .~;hall constitme an election on tlK part of the I"vlc1nbcr not to purcbC~st:· any of the Former .\krnbt'r·~ ~nte1est. Ei1ch Rc.maining ]\/ft:mbe.r :;u decting. to purchase shall be entitled t.o purciHL;~; ~~ poruun nf th·~ Former l\-krnber's Int<.::rest in the ::,anK proponion that rhe Ivlernbership

[·'ll· 'l'·''~t '1I•'t]1e l"Z•'l1';'; '1iiF \fel') 11eJ bean lo the agQregate ofthe XvlentbcrslLi p 1 nterests 0 t <til or the . J.- .... \,_..._, ..... ~ -.;.. 1 ... --~·- ~ ·b ~ - ....... o.;. .... '-.-'·~· ._.

Rcmainin~·: tden.\bcrs electing lo purdi:i.Se the former Vkn1bc/ s interest

7" Ekction to Purchase Lt'ssThan All of the Former i'vf.:moer's fntcrcst Jf ..:...,:..__~~~-~--~-~~~·~···~-~~~----· --~-~-~~ .. ····--·· .

any Rcmaininr,' Member elecls to purchas,~ none or less rhan all of his or her pro rata sh<ire oftbe ro.rnKr [V1emb~r"::: lntcresl, then the Remaining .hkmbers can elect to purchase more than their pro rata sbm::. EtL.e Remaining Vkmber:; £~til to pw-chase th,~ l.'ntire interest of rlK Former >.-!ember. the Co:mpany n1ay pi.trch:i:)e miy remaining shc'IH:' of the Formel' 'vkmbc:r' s Interest.

},6 L~ryn_1:;.u_tofPurchase Price. The c'.1rt1JX'il1Y t1J the P .. (:Jl1<lining 1Vfcn1h,~rs.

ns the ux1e nny be, shall pay at the closing \he purchaso: price

7. 7 .(:Jst>_irlg_g_( Pmch<cse of Former tvternber' sJx~_t.!:'-I~>l· The clusir:g for Lilt:

:::.ale or c1 Fo<TO<.:CJ ;\_,)ember's lnlcr,~st pursnant h> this Ani0l_Q_\jj_ sholl be held at ) 0:00 ::1.01. al lhe princlmll oirice d' ;ho.: Cun;p,mv uu later tLa1160 davs after tiw (Jetenninatinn l~fihe purchase pri':".

cxcq)t tlut .d.' rhe closing date.L:dJ::. on n Saturday~ Sunday, or Calit~lrnia legal lwliday. then the closing shaL be lH:.'id on the next succec::dirtg l:m:s.ines:> day .. A. t the closing. the rormcr i'dcmbe.r shall deliver to th<;; Company or the Remain;ng IVkmbers an instrument of transfer (contJining warrant it'S

oCtitk and uo enc:umbnmcesi cunv:::y1ng the Forme:- J'v1emher's Interest. The Fonner l\lcmbcr, the ComJX'\U) and the Rcmainmg I'dcmb<:r~~shail dzi all things iind e\ecme and deliver all papers as rnay be reasonably necessmy t\1ll y tn conwromalc such sale and pure base in accon:l<mce wJth the terms :mel prov-isions ofthis Agreement.

U:\ gj_g)'~_Lc>Lf\gt Refus~il. lf any l\JenJblT rccei v(:'s a bona f~Je offer. whether l)r no1. scEcnccL from a person not then a Member, to purchase all or any ponim1 of his or her l'dember.ship lnteresl in the Company, and if the Memb:::T recdv!ng the offer is willing to acl·ept thl' otTer. the fvlemb~cr ~lhc>lL \\ithin 5 days ofrec.ci}( <Jfthe offb. give written notice ofthe :.\mounl Hnd l('lTilS uf the ofk·t·. the identity err thl' pmpnsed transferee. and hi::; or her wi lling:ness to accept the

oifer_ w the CJlll.piHl\ and th,, C'ther ~,.Jcmbcrs. The other [\.1embers shnil have the option. for 30 days iii'ter thn.t notic~: ts :)h'l1, 10 ckct to purchase su.id interc~~'t at the sarne price and on the.' Scllll': l;~rms

offered h\ such other l'er:,un The other ·:\,kmbt•rs m~•Y exercise this c•ption .iuintly or ind1 \· idu.:dly by \\.Tllkil notJc(: to the :vkrnbcr desiring to rnakl~ the tr:.msfer. lfmore than one \.-I ember exerclst.\3 th'; option, t:a\.: h \-iem ber rnaking the eke Llun :-hall be:: :.;ntitkd tn purch<1se such pwportiou Clf the Lntacs> or portion specified in the oiler as snell \.fember·s intcr~s! in Compsny profits and .losses bears lO the aggreg<He ptrCt'nHge iilkre~ts o [ <dl \kmbers making the election. If the other \1ernbers du not

c:-::ercis<.7 the righl to purcha~;ethe entire interest or pi'>i'tion specified in the offer 1'1-\lhin the said 30-day period. then. <x!th respect lo the porticn of the ]'v.1ernbership Intt'rest thm the other 1Vkmbers do not dcct to purd::.ase. that right will lw gi·vet1 to the Company for an cidditionn1 30-day pcricd, beginning or' \he day that the oth-::r Members' righflo purcha,sc expires. The Company will h<HT the right to purchase, on the same te!ms, the remaindvr of the ]'vlembership Intere.st off(Ted in the notice. Ho·,:yevcr, <.::hould alll1f th'~ other .fvkmbers and the Company fail to exercis,~ thi:; option to purchase

the entiF; imercsc or po ni()ll specifi(cd in lht~ offer \.VtthiH the ll'~iO cnnsecuti ve 30-day periods. the i'vkmber desiring to lran.sfcr shall be free to transkr such l\tcmber's interest to Lht; propllSCd tmllsf.:,rce nam<.~0 in chc notice on th,, terms stated therein. ;\ny trnnskree of sn interest in th,,

Company pursuan~ m this Se..(~~j_()rJ.})\ shall not be admitted <'JS a substilale \lember \,XCepl as prc,idcd in s~~C:·_ti,~~ll __ !,l).

9

7.0 ·~~~_,Q_t,'(\~:HJ~:i.~lt<g.:.L1~- Upon dissolution 2incl tennimtion ofth.e CnP1pany. no lVlember shall hr:ve nny obligation to restore a det[cit balance in the \.:Iernber's Capiud Account.

7. l 0 T_r_cm~.t'et~. [QJJ.9.\\JIULlli_g~_h or:Qjym~:-~. Notv:ithstand.ing an~ other provisions of this Agn~cnwnt:

(a) lf in ~>mneuion \-v-ith thr divorce ur dissolution of the rnmriag:c of J

:qcml1er. J.ny c-:.nlrt issue;-; a decree or order that transf:':.'lS, confimE" or il"'Aards a ?v!embershtp lt"ll'::'t\~st.. or any porr.ion rhereof. to 1hat Member· s spouse (an·'!\ \Vilrd'._), then .. notwithstmding that ::,uch transfer \Vould constitute m-1 unpenninecl transfer under th~~- ."\greemcnt. that Vkmbcr shill have the rigiH ro purchase from his or her Llnner spouse the JVkn1bcrship :meres\, (ii portion thereof thm was so tnmsferred .. and such former spous~: judI :;ell. the Vkmbcrship InteresL or portion thereoftc- that Member at the price !-:iel forth above jn Section 2~;- of this /\.grCCYnt:'Jlt Jf ilK· J\.krnber has f<'likd to CUflSUfHI!1alt' lht' purcha:>e \Vi thin l ()() days nfterth.:- court rtward (!he "Ex:piration Dat.t:.-'), the Comparry nnd the other Member" shnll hctvc the option to purchnse from the former spouse tbe Membership Interest or pnrtion thereof pursuant to Ihis Ar.tit19 . .YU and the f()mwr spoust.' shall be treated as a Former \'!ember: prcrvi.ded that the npt\on period shal:l comrnence on the lat~~r of ( \) the day folLowing ~he Expiration D<:tte, or (2) the clhte ofactual notice of the /nv:lrd.

(b) Tf. by tcason of the demh of D spouse of a i'Aember, any portlon of a \lcrnbcr:--hip lntcrc.~:t is transtt:ne(\ ton trm1sleree otht.T than (i) that ~'lernber ur (ii) cl rrust ::ri::'iiled l\.n· 1.he bc·ncftt of thm \'k·mber (or f-)r tht: bcnc!lt or that Member and cmy combi1:a:ion btT\\-cen c)r among the iv1ember and the ivlunber·~~ issue; t!\ which tht \lemb-:-r is the sole lruS!Cl~ and the \lcmb,T, as Tnlstec or individually posses:'>t0 5 all ur the votiJJg rights included in that i\ifembership lnteresL thcn th~ M~~mber shall hav~: the right to purchase lht \-'kmb:::rship fntercst or portinn thereof frnn1 the estate or other sL:ccessor uf" bis or her decc'ased spouse or tr:.ms1eree of such ck:ce<"LseJ spouse. and the t:srate, successor. or trand.e.ree shall sdl the Nkmbcrship Interest or portion thet'eof at the price set forth in St>ctiQ.D.7.3of1his Agrcer'ncnt. JCrhe .rvtembcr has L1iled to consummate the purchase >,;,·ithin l8U da_,,.s ::1lh~r rbc date of death (the ".b.pnmion Date''). the Company and the ulher 'vlt'mbcrs shaH have the 1.'•ption to purchas0 fwm the estalt:' ur other succes:;or of1he deceased s;w use t.he l\-icJnbershi p fnteresl or porLor> thereof pursuant to this r''l.lti~l~ VH u.nd the estate or other successor of the deceased spow;e shall be tre<!Ltxl as a Fonner ivh:rnber: pro\·ided that the Oplli)tl period :shall c<rmmence clt'l the later of( 1) the dav f(; Uowi.ng th<-" Fxpinnion Dnte, or (2) tho.:: dRte of a.ctual notice of the death.

/i.RTJCLE S ACCOlJN J.lNG, lZECORDS, iU:PORTINC; BY M£t\-1BFRS

8.1 )};,,_9.l\)U1JJ.~U\,g_<;_9I;i.~. The hooks and rccor.:h oftlw Companv :;hall be kept in c;ccordancc~ 1'<-"ith lhe accounting medwds ti"Jllowed for federal incurnc l<.t.\. purpusc:::s. The Company ::;haLl maintain at its principaioflke in Californi;t all oftlh~ tollcw,ing:

3-225!!. J l.O

1 a) A cllrrent list of the i.'!.lll n0rnc and last kno"-vn business or residc:Kc ,\ddres~ 1.rf'·e;Jch \ifember s~t J;Jrth in alphabetical ordcL together '<'-itb the capit1l cuntributions, c::tpit:.d nccounr ~md ~,krnbership Interest of e><u.::h Me1n ber;

(b) /'"' copy of the CenifinHe nnd :.u1~' and all ~m1emlments thereto togetlwr with G:\>:cutcd copies dany povvers ofatrorncypursu0nt to vvhich the Certificate ur

any arn<:ndmenLs thereto havt;· tn~en executed;

(c) Copies of the C:ompan::-·' s f:-derni, sWte, nnd k1c2l income ia'-: or

infonnati on !'GllllT)S and reports. if any. for the 3 most recent raxabk year:'<

(d) A C\)py of this :\greement ~md any und aU amendment.~ thcrel<J together w·ith c:.;ecuted co pi t:s of any powers of attorncv pursuanno rvhich this Agrecnwnt or

anv arnen(nicnts thereto have been c'\.ecutcd; and

fc) Copies ofthe Enancial statc-mcnts ofthe Company. if any. forthc rnm:t recent fiscal year.

8.:·: R_,~m,fl:t?.- T'be Company :;ball cau::;e Lobe t]kcl. in m:cordance with the i\.cL ali report:> m}d docun1ents rt.:quired lobe i'lkd 1vith any governrnen1ai agency. Th~ Company shall send or cause to h~ sent l.o each \<Icmber within a reasonable period nf tin:c: e~ftcr the t:nd nf each mxabk y:~m (i) Slich in.t~wmation as i~; JWCes::;ary to complete lht J'viemhers' fccknd m1d staLe

income tnx or lnt<:n·111ation returi1s and (i i) a copy of tbe O.Jmp<my · s federaL Stilk, and locH! i ncnme tax or inDJrmmton cctums for the year.

R.J I3ank £ifJ::.QJlJlts. The fvl-:::mber.s shall maintain the fllnds of the Curnpcmy in one or rn.ore ~C[kU"ate bank accuunls in cbe nanw of the {_'ompany. and shall ncn pern1H the funds of tlw Companv to be commingled in any tl~sbion 1vith the fund~• of an> ether person. Any \-lemlx:r.. ilcting almw, i~· ;Jutb;Jrized to endorse checks, drahs, and other evidences of indebtedness made pay<tble to tbc order of' th.~; Cornpany: but only f"or the purpose of deposit into rhc c:ompany's EiCCl)Unh. ,\[J checks. dralls .. and o1her insiruments nbligaLing the Company to pay money in an amounl of less !han S2,0(.10 mav be signed b:y any one Member or :\1anagmg Director.. <Kting clilwe. /\U c.:bccks. drafts. 11nd other instruments obligating the Company to pay money in [il1 amoum of '£2,000 or more :nun b<:' signed on berwlf oft he Company· by any l\VO \krnbers acting together or by any one ivfunaging Dire-ctol', acting alone, a! the direction of the 1\.tembers.

8. 4 ·LI:tS_}\Ja..Jt.cJ:S hn- the CompJ!:DY· Taylor Woods is ck;ignnted a.s ' fax :VL.11lers hirtner··· (as defiiwd in ("ode Section 6231 ). to reprt~sent Lhe Company (at the Company· s expense} in conneoion \Vith 1tll ex~1minat.iun of the: Cornpcm:- ·. s aJEtirs by t~~x authorities and lO e-.; pend CrnnJWny i'unds ti_-~r pro!i:ssional services and costs associmed thernvith.

ARTICLE 9 DISSOLUT10J\ Ai\ [) WlNDINC r JP

ll

9..1 (:;:JXtci11~~ni_ of Di~0Q)ut.i<;JrL The Company shall dissolve 11pon t.he

(lccurruiC<-' of m:y ot dk fo!lo\>c'ing evems:

(a} L'pon the iw.ppcning of any eve-nt o C dissulution sptc1f1ec1 in the Cntifi,~ate:.

(b) \..'pon the emrv of a decree ofjudicini dissolution pursuant to 6

(c) Upon the vote ofMelttbers holding a rnajority of tl;e Membership

(d) The occurrence of a Dissolution Event and the n1illlrc of the Renw:ni:1g iVkmbcrs to c.onscnt in accot'dance with Section 7.1 to continue tbe bu::;ines:s of the Company \vi thin 90 clays after the occurrence of such event: or

(e) The sak of all orsul1stantially aU of the assets oftbe Comp;,ny.

9.2 ~\\'\u~FmL.LD· Upon the dissolution of the Company .. the Company's <t;;scts slwll be dispoSed of and Ls JfJ'8irs wound up. The Compan~' shall give v.Titten notic~ ofthe comme.ncen1tnt of the dissolution to <1jl uf its knmvn creditors.

9.3 Q!:~l_~r .. 9J.?ill:'LlJ~Jd .. 9_Ll-.EtbiJj.jits Upp.JJ Dis,solutisln. /\Her determining that all the Ln(;wn ckbts and liabilities ofthe Company lt<L\·\~ been paid or adeqnatdy prO\ided l(lr,

the remaining us)ets shaLl be di~~rributed to the !lviembers in accordance with their positive capital ::Kcor.mt bHlanu~s. att<:r taking into <lct·olwt income and loss allocations for the Comlx-my- s ta\:8 blc year duri11g whkb liquidation qccnrs.

9.'1 [.imit:rtlQlJLQn Pnvn~gts l'dade in DJ.b'i.QL\l!:\_~~-iJ. Except as otherwise specifically prnvickd in this i\.g:reemenL each Member shall be entilltd to look only to the assets of the Company fbt dll:' return of his or her pl)8itive Capital /\.tcount baL:uic.e and shall hGve nu recourse for his or her Capital Contribution and/or sh0re ofNCL Prohts ag<'ltnst :cmy o::her :tv1embei except as provide(! in ~!Jj_ck X.

9.5 c:~~nitl_t;l1X~2.· The Company shall l!le with 1he Deb1Yare Sccrcv1ry of Stak il C-:rdkate ui' Dissolution upon the dissoimion of the Company and a C~rtificak or C<.tnctllation upoil the CO!npletiou ofthe winding up of the Company's aff21(rs.

ARTICLE 10 INDEMNJFlCAflON

10. I Ln~l(;!J}!}i.f_i~_<'l_\iol] __ q.f /\2~JW>. The Company shall indemnir) ~111y \!ember ;m<1 nJ<n ;nt1Cllllli) <1n;. per~:on \Vho v>a:: or is <l party uris threatened to be made ::1. party to any tllreatctwd; pending or completed action, ~luit or proceeding by reason ol the h1ct that he or she Lor \VO:ti 0.1 i\<kmber, uff'lccr. employee or other agent oftbe Cor:npany or th<H, being or h::n'ing been sud\ a

'~) : -::~

~,1ernber, offi(XJ.. t'.'nlploy<::-e ;Jr agenL he or she is or 1vas serving at th<:. rcquesl cJfthe Company ciS 21

manager. director. officer, employee or oth~~r agent of another limited liabiLity cornpany. cmvorZttion, _partnership. join!." \''C.:Hlllre, trust or other enterprise, to the fullest.extent pennittecl by o.pplicabte lmv in e:ffcct on the ct<!cC h~~rc:of and to s:ud1 greater extent as applica bk iaw t1l(l)' hered1u· from t1 mt:· io time

nermil.

ARTICLE 11 lNVESTiviENT REPFFSEN-l.ATfONS

F<te'h ?vlcmber hereby repn:sents and \VmT<Hlls to, and agre~~s with. the ?v1embers und the Company 2lS follo\\;.;:

1 l. l Pr':,:('.<,;t~tjnl2 Rclmionshiy or E,xpcri..e.m::_c. He ur shoe.· has a prc,:i'isung ptT<;OiUI m bu:;mess rekliun~ihip with the Company or one nr more ut ib ofl1ccr:o ur cornwlling per-:;Olb, or by reason llf bis or her business or nnancial experience. or by rcHson oftlle busin;:ss or financiu.l nperience of his or her financial advisor vdw is unaHiliated ,.vith <lllcl "<Vho is not compensar.ed. d!rc:ctl.y or indirectly, by lhe C::urnJXmy' LJr any <1trihate or selling agent ofth~~ Company, he or she i:? u;pAb.le of evaluating the risks and merits of an investment in the Compmry :md of p:ottctiDg hi.~ <~r her O\\T: int(·;rests in ccmnectiott with this invt:stmem.

i 1.2 N!~~ Adve.!JJiiDB· .E-Ie or she ha':: not Si·:d1, received. bt~en p!·csented with. or been solicited b) ~my lcat1eL public promotionalmoeting, article or any other form ofadvcnising or geiwr<'l.l soliciw.:ion \.Vith respect w the :mle of the lVlember~hip Interest.

J L) l.n:~:.qim~nU~_w:nt. He or she is acquiring the \'iembcrship Inrerl'Sl for invcstnKllt puqJuse;<; for his or her oWn account only ilnd not with a vic\'>' to or for snk in connection <.vi.th any chsLribution of all or ~mv pan of the ?vl.ern.bership lnterest. No other persun will hal·t cmy din::cl nr indirect hene11cial inJeres; itl or rigb to the Mernber:.;hip interesl.

A.RTfCLF 12 i\'lJSCELL,\NEO\!S

12.1 ~:~UDJlllelc i\tl[G~~g~rn. "1 ltis i\g-r~e1nent and the C~ertifLcate cunsli tute thc. complete anc'~ excJusiv.;. staternent of agreement anong the J'vlt.:mbers with respect to the subject JrJattcl" he1\~in em d. theno:in and rep lace and supersede all prior written and oral <1greC:'mcnls mnong the 'vlernber.:>. Tc th('i t.!xtent r}wt any provision of the Cenifkute contlicr \vith any provision of this :\.grccntent. the Certificate ~;hoodl controL

l :'!.2 ~)j[J,(lipg.fftect. Subj,xt lu the provisions ofthis Agreement relating w transferabilny, rllis i\grc.ement \'<'ill be binding upon and inure tu the benefit of 1he Memben~, ond 1 heir respecti vt:· ~:w::ct;::;sors and as>:igns.

·• ' --; hrt~lrel<lt_i_9_f_L All prc~nouns shaJ.l be dc:oned tu rd.~':r to the masculine. feminine, or n~clrteL singuLtr ur pluruL a,~ the conle:-:.1 in \\ hich !bey me used nwy rc:qcun:. All

13

heaclin~~ ht-rem me inserkd only fl)l' com·enience and ease of rdcrence <'lnd arc nc\ ~\I be cunsiderecl in the i;~terpreU.tinn nf:wypl\)\·;:;ion D±'th;s Agt·eemem. r\urnbereclur kttered artides, sections and sub.:;ections herein contained refet· to anides, scctiom and subsecti.ons of this Algrcerncnt un.kss othcrwis,: c1-:pressly :;tel ted. In the e\i<::n; any clairn is rnack by <ll1Y JVIcmber relating tu ;;mv cunthct. Ot11.i~;siun or ambiguity in this :·:\.grer~m<Jnt, no presumption Of bur~kn of pr,;ufor pcr:nc:tsion shall be impiicd by ':irtac ol'thc fact thd this Agxeement was prepared. b~· or nt t.hc tequest of a particular ~vkm.b:=r or hi~; or h8r counsel.

11.4 _! urL~Q.iQl\.Qll. blch lViem her hereby consents to the excltdve jurisdictJc-n of the ~itatc and fedcwl courts s1tting in Califon1in in any action nn a cla:\m arising out. of LlJlde.r ur in curuJ,~Uion \\·ilh lhi.s A,gr~:cCJT!<e:m or the transactions contempl::ned by this Agr~'ement. Ltch \krnlxr fun her ngnJe~ that personal jurisJ ictioll over him or her nlGY be~ eftccted by sc·rv icc of process by registered ,)r ct-rtiiicd mail adclrt·~;sed :Js provided in SectL\~~1 .. _l __ ~_,f?. Cl f rhL; A grt.~emen t. and that \\hen so made S:±all be as if served upon h.irn or her pd·sorwlly \Vithrn the StJHc nf C\d iforni<L

L2.5 ~.s:.\.?_FJt•iJi.ty. If any provi~;ion of rhi~ Agtecrnent or the application of such pro\ .. i~;ion \O any pers,!n or cir,:umsumce shall be hdd inv:,llicL the~ remainder of this Agreement or the applicatwr: of such provision w persons or circmm:tanc:cs other than those; tn v.'hich i1. l~' held in vcdicl shaii not be a11cckd thcn::b\.

12.6 N9ll.\:\~!'?!· Any notic(: to be given or to be served upon rhe Company or any p<H'l) f1ertto in ~'ounec-tion with thi:> Agreement nurst be in \\Titing ('..vhich may include f"csimile) and 'Vili be: deemed to hav~~ been given ;,Jnd received ',v]wn delivcn.'d w the address specified by the fii.trt\· m n:ceivc rh~ notice. Such no,ices will be gi">'CH TO a 1\.kinber <~t the address speciJ~ed in Exhil,.,it i\ hereto. Any pmL)' may. at any time by gi\'ing S days" prior wrmen lW\it:T w the other .. Vkmhcr:::, dc:>ignak any ether address in substitution nftbe !'~)regoing acklress tn \\·hii...:h sud1 nouce \Vill be- given.

L!. 7 /~}1lt;J!,~i.~lltnts. /\ H amendments to this Agreement will be in writing anJ signed by all of ~he !Vlernbcrs.

12.8 Tvlg)JipLc.J~Qt.mr~.m_g]J?- This !\gr,_Tmcnt nwy be execuled in t1.vo or rn,xc: C<lllntt'rj•2lrts. c'<:lC h of\vhich slw tl b::: deemed an originaL but al!. uf \.\· bic·h shali cons<itute one and !he same :nsrrumcnt.

1 2. 9 ~~-.l.l.\i~T!&~~.:Xt;>,es. in the event that ;:my dispute l'ld.\\Ben. the Cnmpony and Uw I\tet:Jbers or <:Hcxmg the I'vlcmbcrs should. reSlllt in litigntion or arbitration, the prevailing party in such disptne shaU be t'nLilkd lo recover frorn the other party all reasonable tee~;, cos.ts and e.\pcnses ofeni~H·cing any right ofthe prevailing pany, including without limitation, reasonable af.1nn1C)·s' fc,:s m1cl e:\pcnses .. all ut\vhich shall be detmed to have accrued upon the comrncncemcm ofs.uch actwn and slnl!. h~ paid wheth~~r or not ~mch action is prosc(:uted to jwlgmcnt. ,.\cy judgment ur nrder entered in such. ilCi.icm shall coma in ;1 :spec tfic pro visinn providing f\)r Lhe recovery of· attorne;, fee,; and :.:osts incurred in enforcing suchjudgmcnt 3.nd <m award ofpre,iudgrnent intc-rc:.n hom the dat<: or the~ bJ·~ach L<L the ma;·..:imwn rate (\[Jox;ved by law, For the purposes of this S,;c'tion: (a) atLurney fees shall include .. \.viJ1om liJnitation, i0es incurred in the follo\ving: ( 1} postjudgment motions: (2)

contempt proccdtings; (')) garni shmenL levy, Cli1d dcbwr cmd third parry exa;niuatiuns; (.f) d:sc-~Jvcry: .i22:Su 1 14

and (Y1 b~tnkn;ptcy li.tigadon and (b) prevailing p~rty shall mean the party v·.:ho is cletermi.ncd [n the proceeding to have pn'v8ded or who prevalis by dismissal, dchutt or otherv,·i::::t'.

12.10 Kt;Jil(Xlie<; Cun;t.vlat1',:S. Tlw remedies Linder this Agreement arc cumuiativt': and shaJl not exclndc ~'llY other remedies to which any person nny be lawful])· entithxl.

U.J 1 _(;_c:_l},)ent of Sug_us_s. \Vhbin lO days after any individual becomes a J\.-[eJ1Jber or 8 ~·vict\"lbcr mnn-ics, such Vlcmbcr shall krve his or her -:;pouse t-.\ec:ute c:1 W1.1SC1li

subslanl\:1lly in the fOrm attached ro rhis Agreement

15

fN V/lTNESS VvTLE:REOF, all of the !vlexnbers ofLrbm Commons. LLC. a Delaware limited liability cmnpuny. have e\:ecuted this /\gteemcnt.. effective as of the clare 1:,:ritten :tbove.

MIU\iUlER: .·.

16

DEPARTMENT OF

CITY PlANNING 200 N" SPRING STR~Ef, ROOM 52S

LOS ANG~LES, CA 90012-4801 AND

6262 VAN Nuvs BLVD,, Sun~ 3Sl VAN NUYS, CA 91401

CITY PLANNING COMMISSION

WILLIAM ROSCH~N PRESIDJ:NT

REGINA M. FRECR VICJ'"PRESIDENT

SEAN 0_ BURTON DIEGO CARDOSO

MATI EPSTEIN BARBARA ROMERO MICHAEL K. WOO

VACANT VAG\NT

)AMES WILLIAMS COMMISSION EXEClinvt ASSISTANT

(213) 978-1300

February 8, 2011

Howard Wu (0) (S)

-·TTY OF Los ANGELEf' CALIFORNIA

ANTONIO R" V!LLARAIGOSA MAYOR

letter of Correction

Case No. TT-71344-CN 5312 Hermitage Avenue

EXECUTIVE OFFICES

MICHAEL ). LOGRAND~ OIRfCTOR

(21J) 978-1271

AlAN BELL, AICP O[PUT'r' D~REOOR

(213)97B-1272

ViNCENT P. BERTONI, AICP DI.PUTY DIREGOR

(213) 978-1274

EVA YUAN-MCDANIEL DEPUl"Y D!RtCTOR

(213) 978-1273

fAX: 1213) 978-1275

INFORMATION www_planningJacity_org

Urban Commons Bellingham, LLC 655 N. Central Avenue Glendale, CA 91203

North Hollywood - Valley Village Planning Area

Harvey A. Goodman (E) 835 17th Street Santa Monica, CA 90403

Bureau of Engineering

Zone [Q]R3-1 D. M. 1718165 C. D. 5 CEQA ENV-2010-1520-ND Legal Description: Lot 25, Tract 9237

On December 2, 2010, in accordance with provisions of Section 17.06 of the Los Angeles Municipal Code, the Advisory Agency conditionally approved Tentative Tract 71344-CN.

It has been discovered that_ Condition Nos. 15 and 16 need to be deleted as the building is currently vacant and does not have a certificate of occupancy. Therefore, Condition Nos. 15 and 16 should be changed to read as follows:

Tenant Relocation Conditions 15. That the applicant execute and record a Covenant and Agreement {Pianfli.n.g

Department General Form CP 6770) in a form satisfactory to the Advisory A§ency binding the applicant and any successor in interest to provide tenant relocation assistance and esta9lish a relocation program in a manner sonsistent V.'ith Section 47.07 of the Los Angeles Municipal Code relating to demolition. The covenant and agreement shall 9e executed and recorded 'Nith 10 days after. the expiration of the appeal periGd (and final astion thereon) and a cGpy pmvided to each eligible tenant \Vithin five days of recordation of the coveR ant and agreemeRt.

~{3. VVithin 10 days after the time to appeal has expired, the applicant shall execute and record a Covenant and J.\greement (Planning Depari:meA-t Genera! Form CP 6770) in a form satisfastory to the i\dvisory Agency 9inding the applicant and any successm:-in interest to the affirmative duty to abide by aft-provisions of the Ellis Act (Government Code §§ 7060, et seq.) and §§ 151.22 151.28 gf the Los Angeles Municipal Code.

All other conditions remain unchanged.

The subdivider is advised that the above action does not extend the time for recording the final parcel map. ~

If you have any questions, please call Community Planning South Valley staff at (818) 374-9934.

Michael J. LoGrande Advisory Agency

Daniel O'Donnell Deputy Advisory Agency

\Za\SUBDIV\TRACT LETTERS FOLDERS\TRACT FOLDERS 71000-71999\71344\correction letter.doc

DEPARTMENT OF CiTY PlANNING CrfY OF Los ANGELES

EXECUTIVE OFFICES

200 N" SPRING STREET, ROOM 525 LOSANGEUS,CA 90012-4801

AND 6262 VAN Nuvs BLVD., SUITE 351

VAN NUYS, CA 91401

CITY PlANNING COMMISSION

WILLIAM ROSCHEN PRESIDENT

REG INA M. FREER VIO: -PRtS!OtNl

CALIFORNIA MICHAEL). LOGRANDE

DIRECTOR

{213) 978-1271

ALAN BELL, AICP DE.PUTY DIRECTOR

(213) 978-1272

VINCENT P. BERTONI, AICP DEPUlY DIRECTOR

(213) 978-1274

EVA YUAN-MCDANIEL SEAN 0. BURTON DIEGO CARDOSO

MAD EPSTEIN FR. SPENCER T. KEZIOS

BARBARA ROMERO MICHAEL K. WOO

VACANT

ANTONIO R. V!LLARAIGOSA MAYOR

DFPUTY DIR-ECTOR

(213) 978-1273

FAX: (213) 978 1275

-JAMES WILLIAMS

COMMISSION f:XECUl~VE ASSISFANT

1213) 978-1300

Decision Date: December 27, 201 0

Appeal Period Ends: January 6, 2011

Howard Wu (0) (S) Urban Commons Bellingham, LLC 655 N. Central Avenue Glendale, CA 91203

Harvey A Goodman (R) 835 1 ylh Street Santa Monica, CA 90403

Case No. TT-71344-CN

INFORMATION

www.planning.lacity.org

Related Case: DIR-2005-6708-SPP Community Plan: North Hollywood Valley Village Neighborhood Council: Valley Village Specific Plan: Valley Village Address: 5312 N. Hermitage Avenue Zone [Q]R3-1 D. M. 1718165 C. D. 5 CEQA ENV-2010-1050-MND Legal Description: Lot 18, Tract 9237

In accordance with provisions of Section 17.03 of the Los Angeles Municipal Code, the Advisory Agency approved Tentative Tract No. 71344, composed of two lots, for a maximum 17-unit residential condominium with one-unit set aside for a Very low income residential tenant as shown on map stamp-dated June 7, 2010. This unit density is based on the [Q]R3-1 Zone. (The subdivider is hereby advised that the Municipal Code may not permit this maximum approved density. Therefore, verification should be obtained from the Department of Building and Safety which will legally interpret the Zoning Code as it applies to this particular property.) The Advisory Agency's approval is subject to the following conditions:

NOTE on clearing conditions: When two or more agencies must clear a condition, subdivider should follow the sequence indicated in the condition. For the benefit of the applicant, subdivider shall maintain record of all conditions cleared, including all material supporting clearances and be prepared to present copies of the clearances to each reviewing agency as may be required by its staff at the time of its review. A copy of the first page of this grant and all conditions and/or any subsequent appeal of this grant and its resultant conditions and/or letters of clarification shall be printed on the building plans submitted to the Department of Building and Safety for purposes of having a building permit issued.

TENTATIVE TRACT NO. 71344 PAGE2

DEPARTMENT OF BUILDING AND SAFETY, ZONING DIVISION Building and Safety approvals are conducted by appointment only- {contact Laura Duong at (213) 482-0434} to schedule an appointment. Any proposed structures or uses on the site have not been checked for Building or Zoning Code requirements. Plan check may be required before any construction, occupancy or change of use. Unless filed concurrently and included as part of the hearing notice with this subdivision, any additionaf deviations from the Los Angeles Municipal Code required by the Department of Building and Safety Office of the Zoning Engineer preliminary to the Zoning Engineer clearing the items on the report to the Advisory Agency, shall be separately filed through the City Planning Department Office of the Zoning Administrator.

1. That prior to recordation of the final map, the Department of Building and Safety, Zoning Division shall certify that no Building or Zoning Code violations exist on the subject site. In addition, the following items shall be satisfied:

a. The submitted Map legal description (APN) does not agree with ZIMAS.

Notes:

Revise the Map to address the discrepancy.

i. Provide a copy of affidavit AFF-37193. Show compliance with all the conditions/requirements of the above affidavit as applicable. Termination of above affidavit(s) may be required after the Map has been recorded. Obtain approval from the Department, on the termination form, prior to recording_

ii. Show all street dedication(s) as required by Bureau of Engineering and provide net lot area after all dedication. "Area" requirements shall be re-checked as per net lot area after street/alley dedication. Front yard requirements shall be required to comply with current code as measured from new property lines after dedication(s).

Any proposed structures or uses on the site have not been checked for and shall comply with Building and Zoning Code requirements. Plan check will be required before any construction, occupancy or change of use.

An appointment is required for the issuance of a clearance letter from the Department of Building and Safety. The applicant is asked to contact Laura Duong at (213) 482-0434 to schedule an appointment.

DEPARTMENT OF TRANSPORTATION Transportation approvals are conducted at 6262 Van Nuys Boulevard, :td Floor, Room 320. Please contact DOT at (818) 374-4699 for any questions regarding the following.

2. That prior to recordation of the final map, satisfactory arrangements shall be made with the Department of Transportation to assure:

a. A minimum of 20-foot reservoir space be provided between any ingress

TENTATIVE TRACT NO. 71344 PAGE3

security gate(s) and the property line. All project curb-cut to be case 2, W=30 feet for two-way driveway(s) and W=16 feet for one-way driveway(s).

b. Parking stalls shall be designed so that a vehicle is not required to back into or out of any public street or sidewalk, LAMC 12.21 A.

c. A parking area and driveway plan be submitted to the Citywide Planning Coordination Section of the Department of Transportation for approval prior to submittal of building permit plans for plan check by the Department of Building and Safety. Transportation approvals are conducted at 6262 Van Nuys Blvd., Van Nuys, CA 91401, Room 320.

d. That a fee in the amount of $197 be paid for the Department of Transportation as required per Ordinance No. 180542 and lAMC Section 19.15 prior to recordation of the final map. Note: the applicant may be required to comply with any other applicable fees per this new ordinance.

FIRE DEPARTMENT Fire Deparlment approvals and review are conducted in Room 1500, 221 North Figueroa Street. The applicant is furlher advised that all subsequent contact regarding these conditions must be with the Hydrant and Access Unit. This would include clarification, verification of condition compliance and plans or building permit applications, etc., and shall be accomplished BY APPOINTMENT ONLY, in order to assure that you receive service with a minimum amount of waiting please call {213) 482-6504. You should advise any consultant representing you of this requirement as well.

3. Submit plot plans for Fire Department review and approval priorto recordation of this Parcel Map Action. Access for Fire Department apparatus and personnel to and into all structures shall be required. In addition, the following items shall be satisfied:

a. Access for Fire Department apparatus and personnel to and into all structures shall be required.

b. No building or portion of a building shall be constructed more than 150 feet from the edge of a roadway of an improved street, access road, or designated fire lane.

c. No building or portion of a building shall be constructed more than 300 feet from an approved fire hydrant. Distance shall be computed along path of travel.

d. Hydrants and sprinklers may be required after review of plot plans. e. Site plans shall include all overhead utility lines adjacent to the site.

f. Any roof elevation changes in excess of 3 feet may require the installation of ships ladders.

TENTATIVE TRACT NO. 71344 PAGE4

g. No framing shall be allowed until the roadway is installed to the satisfaction of the Fire Department.

h. Any required fire hydrants to be installed shall be fully operational and accepted by the Fire Department prior to any building construction.

1. The applicant is further advised that all subsequent contact regarding these conditions must be with the Hydrant and Access Unit. This would include clarification, verification of condition compliance and plans or building permit applications, etc., and shall be accomplished BY APPOINTMENT ONLY, in order to assure that you receive service with a minimum amount of waiting please call (213) 482-6502. You should advise any consultant representing you of this requirement as well.

DEPARTMENT OF WATER AND POWER

4. Satisfactory arrangements shall be made with the Los Angeles Department of Water and Power (LADWP) for compliance with LADWP's Water System Rules and requirements. Upon compliance with these conditions and requirements, LADWP's Water Services Organization will forward the necessary clearances to the Bureau of Engineering. (This condition shall be deemed cleared at the time the City Engineer clears Condition No. S-1.(c).)

BUREAU OF STREET LIGHTING - SPECIFIC CONDITIONS Street Lighting clearance for this Street Light Maintenance Assessment District Condition is conducted at 1149 S. Broadway Suite 200, 213-847-1341. Street Lighting improvement condition clearance will be conducted at the Bureau of Engineering District Office, See Condition#. Contact 213-847-1547 for information regarding the street lighting design/plan and Street Lighting improvement condition clearance will be conducted at the Bureau of Engineering District office, see condition S-3. (c).

5. Prior to the recordation of the final map or issuance of the Certificate of Occupancy (C of 0), street lighting improvement plans shall be submitted for review and the owner shall provide a good faith effort via a ballot process for the formation or annexation of the property within the boundary of the development into a Street Lighting Maintenance Assessment District.

BUREAU OF SANITATION

6. Satisfactory arrangements shall be made with the Bureau of Sanitation, Wastewater Collection Systems Division for compliance with its sewer system review and requirements. Upon compliance with its conditions and requirements, the Bureau of Sanitation, Wastewater Collection Systems Division will forward the necessary clearances to the Bureau of Engineering. (This condition shall be deemed cleared at the time the City Engineer clears Condition No. S-1. (d).)

TENTATIVE TRACT NO. 71344 PAGE5

Collection Systems Division for compliance with its sewer system review and requirements. Upon compliance with its conditions and requirements, the Bureau of Sanitation, Wastewater Collection Systems Division will forward the necessary clearances to the Bureau of Engineering. (This condition shall be deemed cleared at the time the City Engineer clears Condition No. S-1. (d).)

INFORMATION TECHNOlOGY AGENCY

7. That satisfactory arrangements be made in accordance with the requirements of the Information Technology Agency to assure that cable television facilities will be installed in the same manner as other required improvements. Refer to the Los Angeles Municipal Code Section 17.05N. Written evidence of such arrangements must be submitted to the Information Technology Agency, 200 N. Main Street, Room 1255, Los Angeles, CA 90012, (213) 473-9973.

DEPARTMENT OF RECREATION AND PARKS Checks should be made payable to the Department of Recreation and Parks and may be mailed to 221 N. Figueroa Street Los Angeles, CA 90012, Telephone (213) 202-2678.

8. That the Quimby fee be based on the R3 Zone. However, when there is an existing residential structure to remain, a covenant and agreement satisfactory to the Department of Recreation and Parks, shall be recorded that when the existing dwelling is demolished, the required Recreation and Park fees will be paid.

HOUSING DEPARTMENT 9. Prior to the issuance of any building permit for the development, the applicant shall

execute and record a covenant agreement to the satisfaction of the Los Angeles Housing Department (LAHD), to make one (1) unit in the development available for rent or sale to very low income households, at a rental amount or sale price determined to be affordable to low income households by LAHD, for a period of 30 years from the date of the issuance of the Certificate of Occupancy for the development.

DEPARTMENT OF CITY PLANNINGmSITE SPECIFIC CONDITIONS Approvals conducted at 6262 Van Nuys Blvd, Room 351 unless otherwise indicated.

10. Density Bonus. Prior to the recordation of the final map or the issuance of a building permit for any dwelling unit on the subject property, the applicant shall execute and record a covenant agreement running with the land, to the satisfaction of the los Angeles Housing Department ("LAHD"), The covenant shaH bind the applicant and/or any subsequent property owner to make one ( 1) of the proposed 17 units available for the rental or sale solely to very low income households, at a rental or sales price determined to be affordable to lower income households by the

TENTATIVE TRACT NO. 71344 PAGE6

Section 12.22 A.25. All density bonus calculations resulting in fractional units shall be rounded up to the nearest whole number (Gov. Code Section 65915 (g)(5)). Applicant must provide an affordable unit dispersal proposal to be approved by LAHD to ensure that affordable units are not segregated or otherwise distinguishable from market rate units.

11. Prior to the recordation of the final map, the subdivider shall prepare and execute a Covenant and Agreement (Planning Department General Form CP-6770) in a manner satisfactory to the Planning Department, binding the subdivider and all successors to the following:

a. Limit the proposed development to a maximum of 17 dwelling units.

b. If utilizing ORD-179,681 ("Density Bonus Ordinance"), provide parking as follows:

1. For each Residential Unit of 0-1 bedroom: one (1) on-site parking space.

ii. For each Residential Unit of 2-3 bedrooms: two (2) on-site parking spaces.

Iii. For each Residential Unit of 4 or more bedrooms: two and one-half (2 ~) on-site parking spaces.

The proposed project, as shown on map stamp dated June 7, 2010, contains 17 two-bedroom units; thus 35 parking spaces are required.

If not utilizing ORD-179,681, provide a minimum of 2 covered off-street parking spaces per dwelling unit, plus 1/4 guest parking spaces per dwelling. All guest spaces shall be readily accessible, conveniently located, specifically reserved for guest parking, posted and maintained satisfactory to the Department of Building and Safety.

If guest parking spaces are gated, a voice response system shall be installed at the gate. Directions to guest parking spaces shall be clearly posted. Tandem parking spaces shall not be used for guest parking.

In addition, prior to issuance of a building permit, a parking plan showing off­street parking spaces, as required by the Advisory Agency, be submitted for review and approval by the Department of City Planning (200 No. Spring Street, Room 750).

c. Plans. Prior to the issuance of building permits, detailed development plans, including a project design plan will be prepared consistent with the Community Plan.

TENTATIVE TRACT NO. 71344 PAGE7

d. Advisory Agency additional development requirements and/or limitations as follows:

a. Per DIR-2005-6708-SPP and the Valley Village Specific Plan, the applicant shall submit documentation showing compliance with the following conditions:

i. As per Section 6.C, Open Space for Multiple-Family Projects:

1. The applicant shall provide a minimum of 1, 700 square feet of open space. A maximum of 850 square feet of the required open space shall come from the front and/or rear yard, provided such yard is landscaped. A minimum of 882 square feet of the required open space shall come from common open space as shown on the Site Plan, Exhibit A, dated December 13, 2005 of the Administrative file DIR 2005-6708-SPP.

2. A minimum of 91 0 square feet of Open Space shall be landscaped as shown on the landscape Plan, Exhibit B, dated December 13, 2005 of the administrative file DIR 2005-6708-SPP.

3. Paved areas, excluding parking areas, shall be stamped and/or colored concrete, tile or brick pavers and shown on the final Landscape Plans.

4. Fifty percent of the required Open Space may consist of the front and/or rear yard, provided such yard is landscaped.

ii. As per Section 9. A, Landscaping Standards:

1. A landscape plan, in substantial conformance with Exhibit 8, dated December 13, 2005, prepared by a person licensed to prepare landscape plans under state law shall be submitted for review and approval to the Planning Department.

2. Landscape plans shall include the approximate size of plants at maturity, location of all proposed materials, the scientific and common names of such plant materials, and estimated planting schedule.

3. Artificial plants are prohibited

4. Landscaped areas shall be planted with a variety of plant materials which include shrubs, trees and ground cover.

5. All landscaped areas shall be equipped with an automatic sprinkler or drip irrigation system designed to conserve water.

TENTATIVE TRACT NO. 71344 PAGES

The applicant shall maintain the approved landscape and irrigation sprinklers and watering devices. An irrigation plan shall be submitted to the Planning Department for review and approvaL

6. Trees and plants shall be drought resistant

iii. As per Section 9.C, Existing Trees and Replacement Tree:

1. Existing non-fruit bearing mature trees that are at least five feet in height shall be incorporated into a multi-family or commercial Project, except when they are within the building area and driveway access.

2. For every tree removed due to subterranean parking facilities, a replacement tree shall be planted on a 1 : 1 basis. Replacement trees shall be at least a 24-inch box size, not less than eight feet in height, with a trunk diameter of not less than two inches, and a minimum branch spread of five feet All trees shall be in healthy growing condition.

1v. As per Section 9. 0, Street Trees and Planting Requirements: Street trees shall be approved by the Street Tree Division of the Bureau of Street Maintenance.

1. Shade-producing street trees shall be planted at a ratio of at least one tree for every 30 lineal feet of street frontage when no obstructions are present

2. Street Trees shall be a minimum 24-inch box in size, no less than 10 feet in height, and two inches in caliper at the time of planting.

v. As per Section 9.E, Landscaping Requirements: This project shall provide landscaping in conformance with the following requirements.

1. The area from the lot line to the building shall be landscaped with live plant materials and/or ground cover, except for required exit-ways, walkways and driveways.

2. Front, rear and side yards shall be landscaped using similar materials so that the total development creates a consistent landscape theme.

3. A minimum of 50 percent or 894 square feet of the total required front and rear yards shall be planted.

e. Fence. That prior to issuance of a certificate of occupancy, a minimum 6-foot­high wood, slumpstone or decorative masonry wall shall be constructed adjacent to neighboring residences along the property line, if no such wall already exists,

TENTATIVE TRACT NO. 71344 PAGE9

except in required front yard. The wall shall be covered with clinging vines or screened by vegetation capable of spreading over the entire wall.

f. Air Filtration. The applicant shall install air filters capable of achieving a Minimum Efficiency Rating Value (MERV) of at least 8 or better in order to reduce the effects of diminished air quality on the occupants of the project.

g. Energy Conservation. That the subdivider consider the use of natural gas and/or solar energy and consult with the Department of Water and Power and Southern California Gas Company regarding feasible energy conservation measures.

h. Recycling bins shall be provided at appropriate locations to promote recycling of paper, metal, glass, and other recyclable material.

i. Indemnification. That a Covenant and Agreement be recorded that the applicant shall defend, indemnify and hold harmless the City, its agents, officers, or employees from any claim, action, or proceeding against the City or its agents, officers, or employees to attack, set aside, void or annul this approval which action is brought within the applicable limitation period. The City shall promptly notify the applicant of any claim, action, or proceeding and the City shall cooperate fully in the defense. If the City fails to promptly notify the applicant of any claim action or proceeding, or if the City fails to cooperate fully in the defense, the applicant shall not thereafter be responsible to defend, indemnify, or hold harmless the City.

12. That the subdivider shall record and execute a Covenant and Agreement to comply with [Q] Condition(s) per ORD-165, 1 08-SA5030.

13. That the subdivider shall record and execute a Covenant and Agreement to comply with the Valley Village Specific Plan prior to the issuance of a building permit, grading permit and the recordation of the final tract map.

14. Prior to the recordation of the final map, the owner shall execute a covenant to the satisfaction of the Los Angeles Housing Department to make one (1) unit of the condominium development available for rental or sale solely to very low income households, at a rental or sales price determined to be affordable to (very low income households) by the Los Angeles Housing Department, for a period of (30) years. Said units shall be comparable in size, number of bedrooms, distribution, and amenities to the non-income-restricted units in the development.

Tenant Relocation Conditions 15. That the applicant execute and record a Covenant and Agreement (Planning

Department General Form CP-6770) in a form satisfactory to the Advisory Agency binding the applicant and any successor in interest to provide tenant relocation

TENTATIVE TRACT NO. 71344 PAGE10

assistance and establish a relocation program in a manner consistent with Section 47.07 of the Los Angeles Municipal Code relating to demolition. The covenant and agreement shall be executed and recorded with 10 days after the expiration of the appeal period (and final action thereon) and a copy provided to each eligible tenant within five days of recordation of the covenant and agreement.

16. Within 10 days after the time to appeal has expired, the applicant shall execute and record a Covenant and Agreement (Planning Department General Form CP-6770) in a form satisfactory to the Advisory Agency binding the applicant and any successor in interest to the affirmative duty to abide by all provisions of the Ellis Act (Government Code§§ 7060, et seq.) and§§ 151.22-151.28 of the Los Angeles Municipal Code.

DEPARTMENT OF CITY PLANNING-ENVIRONMENTAL MITIGATION MEASURES

17. That prior to recordation of the final map the subdivider shall prepare and execute a Covenant and Agreement (Planning Department General Form CP-6770 and Exhibit CP-6770. M) in a manner satisfactory to the Planning Department requiring the subdivider to identify (a) mitigation monitor(s) who shall provide periodic status reports on the implementation of mitigation items required by Mitigation Condition No(s). 18 of the Tract's approval satisfactory to the Advisory Agency. The mitigation monitor(s) shall be identified as to their areas of responsibility, and phase of intervention (pre-construction, construction, post-construction/maintenance) to ensure continued implementation of the above mentioned mitigation items.

18. Construction Mitigation Conditions- Prior to the issuance of a grading or building permit, or the recordation of the final map, the subdivider shall prepare and execute a Covenant and Agreement (Planning Department General Form CP-6770) in a manner satisfactory to the Planning Department, binding the subdivider and all successors to the following:

Air Pollution (Demolition, Grading, and Construction Activities) CM-1. All unpaved demolition and construction areas shall be wetted at least

twice daily during excavation and construction, and temporary dust covers shall be used to reduce dust emissions and meet SCAQMD District Rule 403. Wetting could reduce fugitive dust by as much as 50 percent.

CM-2. The construction area shall be kept sufficiently dampened to control dust caused by grading and hauling, and at all times provide reasonable control of dust caused by wind.

CM-3. All clearing, earth moving, or excavation activities shall be discontinued during periods of high winds (i.e., greater than 15 mph), so as to prevent excessive amounts of dust.

TENTATIVE TRACT NO_ 71344 PAGE 11

CM-4. All dirt/soil loads shall be secured by trimming, watering or other appropriate means to prevent spillage and dust

CM-5_ All dirt/soil materials transported off-site shaH be either sufficiently watered or securely covered to prevent excessive amount of dust

CM-6_ General contractors shall maintain and operate construction equipment so as to minimize exhaust emissions_

CM-7. Trucks having no current hauling activity shall not idle but be turned off_

Erosion/Grading/Short-Term Construction Impacts CM-8. The applicant shall provide a staked sign age at the site with a minimum of

3-inch lettering containing contact information for the Senior Street Use Inspector (Department of Public Works}, the Senior Grading Inspector (LADBS) and the hauling or general contractor.

CM-9_ Chapter IX, Division 70 of the Los Angeles Municipal Code addresses grading, excavations, and fills_ All grading activities require grading permits from the Department of Building and Safety_ Additional provisions are required for grading activities within Hillside areas_ The application of BMPs includes but is not limited to the following mitigation measures:

a_ Excavation and grading activities shall be scheduled during dry weather periods_ If grading occurs during the rainy season (October 15 through April 1), diversion dikes shall be constructed to channel runoff around the site_ Channels shall be lined with grass or roughened pavement to reduce runoff velocity_

b. Stockpiles, excavated, and exposed soil shall be covered with secured tarps, plastic sheeting, erosion control fabrics, or treated with a bio­degradable soil stabilizer.

Geotechnical Report CM-1 0. Prior to the issuance of grading or building permits, the applicant shall

submit a geotechnical report, prepared by a registered civil engineer or certified engineering geologist, to the Department of Building and Safety, for review and approval. The geotechnical report shall assess potential consequences of any soil strength loss, estimation of settlement, lateral movement or reduction in foundation soil-bearing capacity, and discuss mitigation measures that may include building design consideration_ Building design considerations shall include, but are not limited to: ground stabilization, selection of appropriate foundation type and depths, selection of appropriate structural systems to accommodate anticipated displacements or any.combination of these measures_

TENTATIVE TRACT NO. 71344 PAGE12

CM-11. The project shall comply with the conditions contained within the Department of Building and Safety's Geology and Soils Report Approval Letter for the proposed project and as it may be subsequently amended or modified.

Liquefaction Area CM-12. Prior to the issuance of grading or building permits, the applicant shall

submit a geotechnical report, prepared by a registered civil engineer or certified engineering geologist, to the Department of Building and Safety, for review and approval. The project shall comply with the Uniform Building Code Chapter 18. Division1 Section1804.5 Liquefaction Potential and Soil Strength Loss. The geotechnical report shall assess potential consequences of any liquefaction and soil strength loss, estimation of settlement, lateral movement or reduction in foundation soil-bearing capacity, and discuss mitigation measures that may include building design consideration. Building design considerations shall include, but are not limited to: ground stabilization, selection of appropriate foundation type and depths, selection of appropriate structural systems to accommodate anticipated displacements or any combination of these measures.

CM-13. The project shall comply with the conditions contained within the Department of Building and Safety's Geology and Soils Report Approval Letter for the proposed project, and as it may be subsequently amended or modified.

Stormwater Pollution (Demolition, Grading, and Construction Activities) CM-14. Sediment carries with it other work-site pollutants such as pesticides,

cleaning solvents, cement wash, asphalt, and car fluids that are toxic to sea life.

CM-15. Leaks, drips and spills shall be cleaned up immediately to prevent contaminated soil on paved surfaces that can be washed away into the storm drains.

CM-16. All vehicle/equipment maintenance, repair, and washing shall be conducted away from storm drains. All major repairs shall be conducted off-site. Drip pans or drop clothes shall be used to catch drips and spills.

CM-17. Pavement shall not be hosed down at material spills. Dry cleanup methods shall be used whenever possible.

CM-18. Dumpsters shall be covered and maintained. Uncovered dumpsters shall be placed under a roof or be covered with tarps or plastic sheeting.

TENTATIVE TRACT NO. 71344 PAGE13

Increased Noise Levels (Demolition, Grading, and Construction Activities) CM-19. The project shall comply with the City of Los Angeles Noise Ordinance No.

144,331 and 161,574, and any subsequent ordinances, which prohibit the emission or creation of noise beyond certain levels at adjacent uses unless technically infeasible.

CM-20. Demolition and construction activities shall be scheduled so as to avoid operating several pieces of equipment simultaneously, which causes high noise levels.

CM-21. The project contractor shall use power construction equipment with state­of-the-art noise shielding and muffling devices.

Grading CM-22. Chapter IX, Division 70 of the Los Angeles Municipal Code addresses

grading, excavations, and fills. All grading activities require grading permits from the Department of Building and Safety. Additional provisions are required for grading activities within Hillside areas. The application of BMPs includes but is not limited to the following mitigation measures:

a. Excavation and grading activities shall be scheduled during dry weather periods. If grading occurs during the rainy season (October 15 through April 1 ), diversion dikes shall be constructed to channel runoff around the site. Channels shall be lined with grass or roughened pavement to reduce runoff velocity.

b. Appropriate erosion control and drainage devices shall be provided to the satisfaction of the Building and Safety Department These measures include interceptor terraces, berms, vee-channels, and inlet and outlet structures, as specified by Section 91.7013 of the Building Code, including planting fast-growing annual and perennial grasses in areas where construction is not immediately planned.

c. Stockpiles and excavated soil shall be covered with secured tarps or plastic sheeting.

General Construction CM-23. All waste shall be disposed of properly. Use appropriately labeled recycling

bins to recycle construction materials including: solvents, water-based paints, vehicle fluids, broken asphalt and concrete; wood, and vegetation. Non recyclable materials/wastes shall be taken to an appropriate landfill. Toxic wastes shall be discarded at a licensed regulated disposal site.

CM-24. Where truck traffic is frequent, grave! approaches shall be used to reduce soil compaction and limit the tracking of sediment into streets.

TENTATIVE TRACT NO. 71344 PAGE14

CM-25. During construction, exposed earth surfaces shall be sprayed with water at least twice a day by the contractor to minimize dust generation.

CM-26. The owner or contractor shall keep the construction area sufficiently dampened to control dust caused by grading and hauling, and at all times provide reasonable control of dust caused by wind.

CM-27. Hauling and grading equipment shall be kept in good operating condition and muffled as required by law.

DEPARTMENT OF CITY PlANNINGmSTANDARD CONDOMINIUM CONDITIONS

C-1. That approval of this tract constitutes approval of model home uses, including a sales office and off-street parking. Where the existing zoning is (T) or (Q) for multiple residential use, no construction or use shall be permitted until the final map has recorded or the proper zone has been effectuated. If models are constructed under this tract approval, the following conditions shall apply:

1. Prior to recordation of the final map, the subdivider shall submit a plot plan for approval by the Division of Land Section of the Department of City Planning showing the location of the model dwellings, sales office and off­street parking. The sales office must be within one of the model buildings.

2. All other conditions applying to Model Dwellings under Section 12.22A, 1 0 and 11 and Section 17.05 0 of the Code shall be fully complied with satisfactory to the Department of Building and Safety.

C-2. In order to expedite the development, the applicant may apply for a building permit for an apartment building. However, prior to issuance of a building permit for apartments, the registered civil engineer, architect or licensed land surveyor shall certify in a letter to the Advisory Agency that all applicable tract conditions affecting the physical design of the building and/or site, have been included into the building plans. Such Jetter is sufficient to clear this condition. In addition, all of the applicable tract conditions shall be stated in full on the building plans and a copy of the plans shall be reviewed and approved by the Advisory Agency prior to submittal to the Department of Building and Safety for a building permit

OR

If a building permit for apartments will not be requested, the project civil engineer, architect or licensed land surveyor must certify in a letter to the Advisory Agency that the applicant will not request a permit for apartments and intends to acquire a building permit for a condominium building(s). Such letter is sufficient to clear this condition.

TENTATIVE TRACT NO. 71344 PAGE15

C-3. Prior to the recordation of the final map, the subdivider shall pay or guarantee the payment of a park and recreation fee based on the latest fee rate schedule applicable. The amount of said fee to be established by the Advisory Agency in accordance with Section 17.12 of the los Angeles Municipal Code and to be paid and deposited in the trust accounts of the Park and Recreation Fund.

C-4. That a landscape plan, prepared by a licensed landscape architect, be submitted to and approved by the Advisory Agency in accordance with CP-6730 prior to obtaining any permit. The landscape plan shall identify tree replacement on a 1:1 basis by a minimum of 24-inch box trees for the unavoidable loss of desirable trees on the site. Failure to comply with this condition as written shall require the filing of a modification to this tract map in order to clear the condition.

In the event the subdivider decides not to request a permit before the recordation of the final map, a covenant and agreement satisfactory to the Advisory Agency guaranteeing the submission of such plan before obtaining any permit shall be recorded.

A. The planting and irrigation system shall be completed by the developer/builder prior to the close of escrow of 50% of the units of the project or phase.

R Sixty days after landscape and irrigation installation, the landscape architect shall certify to the homeowners/property owners association that, based on a surface inspection, the landscaping and irrigation system has been satisfactorily completed according to the approved landscape plan.

C. The developer/builder shall maintain the landscaping and irrigation for 60 days after completion of the landscape and irrigation installation.

D. The developer/builder shall guarantee all trees and irrigatlon for a period of six months and all other plants for a period of 60 days after landscape and irrigation installation.

BUREAU OF ENGINEERING -STANDARD CONDITIONS

S-1. {a) That the sewerage facilities charge be deposited prior to recordation of the final map over all of the tract in conformance with Section 64.11.2 of the Municipal Code.

(b) That survey boundary monuments be established in the field in a manner satisfactory to the City Engineer and located within the California Coordinate System prior to recordation of the final map. Any alternative measure

TENTATIVE TRACT NO. 71344 PAGE16

approved by the City Engineer would require prior submission of complete field notes in support of the boundary survey.

(c) That satisfactory arrangements be made with both the Water System and the Power System of the Department of Water and Power with respect to water mains, fire hydrants, service connections and public utility easements.

(d) That any necessary sewer, street, drainage and street lighting easements be dedicated. In the event it is necessary to obtain off-site easements by separate instruments, records of the Bureau of Right-of-Way and Land shal! verify that such easements have been obtained. The above requirements do not apply to easements of off-site sewers to be provided by the City.

(e) That drainage matters be taken care of satisfactory to the City Engineer.

(f) That satisfactory street, sewer and drainage plans and profiles as required, together with a lot grading plan of the tract and any necessary topography of adjoining areas be submitted to the City Engineer.

(g) That any required slope easements be dedicated by the final map.

(h) That each lot in the tract comply with the width and area requirements of the Zoning Ordinance.

(i) That one-foot future streets and/or alleys be shown along the outside of incomplete public dedications and across the termini of all dedications abutting unsubdivided property. The one-foot dedications on the map shall include a restriction against their use of access purposes until such time as they are accepted for public use.

U) That any one-foot future street and/or alley adjoining the tract be dedicated for public use by the tract, or that a suitable resolution of acceptance be transmitted to the City Council with the final map.

(k) That no public street grade exceed 15%.

(I) That any necessary additional street dedications be provided to comply with the Americans with Disabilities Act (ADA) of 1990.

S-2. That the following provisions be accomplished in conformity with the improvements constructed herein:

(a) Survey monuments shall be placed and permanently referenced to the satisfaction of the City Engineer. A set of approved field notes shall be furnished, or such work shall be suitably guaranteed, except where the

TENTATIVE TRACT NO. 71344 PAGE17

setting of boundary monuments requires that other procedures be followed.

(b) Make satisfactory arrangements with the Department of Traffic with respect to street name, warning, regulatory and guide signs.

{c) All grading done on private property outside the tract boundaries in connection with public improvements shall be performed within dedicated slope easements or by grants of satisfactory rights of entry by the affected property owners.

(d) All improvements within public streets, private street, alleys and easements shall be constructed under permit in conformity with plans and specifications approved by the Bureau of Engineering.

(e) Any required bonded sewer fees shall be paid prior to recordation of the final maQ.

S-3. That the following improvements be either constructed prior to recordation of the final map or that the construction be suitably guaranteed:

(a) Construct on-site sewers to serve the tract as determined by the City Engineer.

(b) Construct any necessary drainage facilities.

(c) Install street lighting facilities to serve the tract as required by the Bureau of Street Lighting.

a. Construct one new light on Hermitage Avenue.

b. Construct two new lights on Bellingham Avenue.

Notes:

The quantity of street lights identified may be modified slightly during the plan check process based on illumination calculations and equipment selection.

Conditions set 1) in compliance with a Specific Plan, 2) by LADOT, or 3) by other legal instrument excluding the Bureau of Engineering condition S-3 (i), requiring an improvement that will change the geometries of the public roadway or driveway apron may require additional or the reconstruction of street lighting improvements as part of that condition.

TENTATIVE TRACT NO~ 71344 PAGE18

(d) Plant street trees and remove any existing trees within dedicated streets or proposed dedicated streets as required by the Street Tree Division of the Bureau of Street Maintenance~ All street tree planting's shall be brought up to current standards~ When the City has previously been paid for tree planting, the subdivider or contractor shall notify the Street Tree Division ((213) 847-3077) upon completion of construction to expedite tree planting~

(e) Repair or replace any off-grade or broken curb, gutter and sidewalk satisfactory to the City Engineer.

(f) Construct access ramps for the handicapped as required by the City Engineer.

(g) Close any unused driveways satisfactory to the City Engineer.

(h) Construct any necessary additional street improvements to comply with the Americans with Disabilities Act (ADA) of 1990.

NOTES:

The Advisory Agency approval is the maximum number of units permitted under the tract action. However the existing or proposed zoning may not permit this number of units. This vesting map does not constitute approval of any variations from the Municipal Code, unless approved specifically for this project under separate conditions.

Any removal of the existing street trees shall require Board of Public Works approvaL

Satisfactory arrangements shall be made with the Los Angeles Department of Water and Power, Power System, to pay for removal, relocation, replacement or adjustment of power facilities due to this development. The subdivider must make arrangements for the underground installation of all new utility lines in conformance with Section 17.05N of the Los Angeles Municipal Code.

The final map must record within 36 months of this approval, unless a time extension is granted before the end of such period.

The Advisory Agency hereby finds that this tract conforms to the California Water Code, as required by the Subdivision Map Act.

No building permit will be issued until the subdivider has secured a certification from the Housing Authority that the development complies with the requirements for low-and moderate-income housing, per Section 12.39-A of the LAMC.

The subdivider should consult the Department of Water and Power to obtain energy saving design features which can be incorporated into the final building plans for the subject

TENTATiVE TRACT NO. 71344 PAGE 19

development. As part of the Total Energy Management Program of the Department of Water and Power, this no-cost consultation service will be provided to the subdivider upon his request.

FINDINGS OF FACT (CEQA)

The Environmental Staff Advisory Committee issued Mitigated Negative Declaration ENV ENV-201 0-1520-ND on August, 19, 2010. The Committee found that no potential negative impact could occur from the project's implementation.

0 Aesthetics (landscaping, light); o Agriculture and Forest Resources; 0 Air Quality (construction, operational); D Biology (tree removal); D Cultural Resources 0 Geology {Seismic, construction); o Green House Gas Emissions; o Hazardous Materials (asbestos,

methane); o Hydrology and Water Quality;

0 Land Use and Planning; o Mineral Resources; o Noise (constructions); 0 Population and Housing; o Public Services (fire, schools); 0 Recreation (parks); o Transportation (access); 0 Utilities and Service Systems (solid

waste);

The Deputy Advisory Agency, certifies that Negative Declaration No. ENV-201 0-1520-ND reflects the independent judgement of the lead agency and determined that this project would not have a significant effect upon the environment provided the potential impacts identified above are mitigated to a less than significant level through implementation of Condition No(s).18 ofthe Tract's approvaL Other identified potential impacts not mitigated by these conditions are mandatorily subject to existing City ordinances, (Sewer Ordinance, Grading Ordinance, Flood Plain Management Specific Plan, Xeriscape Ordinance, Stormwater Ordinance, etc.) which are specifically intended to mitigate such potential impacts on all projects.

The Initial Study prepared for the project identifies potential adverse impacts on fish or wildlife resources as far as earth and air are concerned. However, measures are required as part of this approval which will mitigate the above mentioned impacts to a less than significant level. Furthermore, the project site, as well as the surrounding area is presently developed with structures and does not provide a natural habitat for either fish or wildlife. In light of the above, the project qualifies for the De Minimis Exemption for Fish and Game fees (AB 3158)

In accordance with Section 21081.6 of the Public Resources Code (AB3180), the Deputy Advisory Agency has assured that the above identified mitigation measures will be implemented by requiring reporting and monitoring as specified in Condition No. 17.

Furthermore, the Advisory Agency hereby finds that modifications to and/or corrections of

TENTATIVE TRACT NO. 71344 PAGE 20

specific mitigation measures have been required in order to assure appropriate and adequate mitigation of potential environmental impacts of the proposed use of this subdivision.

FINDINGS OF FACT (SUBDIVISION MAP ACT)

In connection with the approval of Tentative Tract No. 71344 the Advisory Agency of the City of Los Angeles, pursuant to Sections 66473.1, 6647 4.60, .61 and .63 of the State of California Government Code (the Subdivision Map Ad), makes the prescribed findings as follows:

(a) THE PROPOSED MAP Will BEllS CONSISTENT WITH APPLICABLE GENERAL AND SPECIFIC PLANS.

The adopted North Hollywood - Valley Village Community Plan designates the subject property for Medium Residential density with corresponding zone of R3. The 0.36 acre property is zoned [Q]R3-1. The adopted Plan zone allows for the proposed subdivision when utilizing LAMC Section 12.22-A,25 (Density Bonus Ordinance). 13 units are permitted based on the lot size and the [Q]R3 zone. In order to permit an additional four units a 25% density bonus is utilized. Pursuant to California Government Code Section 65915 and Los Angeles Municipal Code Section 12.22 A.25, one of the 17 units will be restricted as affordable for-sale or rental dwelling units for a very low income household. Applicant must provide an affordable unit dispersal proposal to be approved by LAHD to ensure that affordable units are not segregated or otherwise distinguishable from market rate units. Therefore, as conditioned, the proposed parcel map is consistent with the intent and purpose of the applicable General and Specific Plans.

(b) THE DESIGN AND IMPROVEMENT OF THE PROPOSED SUBDIVISION ARE CONSISTENT WITH APPLICABLE GENERAL AND SPECIFIC PLANS.

The adopted North Hollywood -Valley Village Plan designates the subject property for Medium Residential land use with the corresponding zone of R3. The property contains approximately 0.36 net acres (15,633 net square feet after required dedication) and is presently zoned [Q]R3-1. The adopted Plan zone and the land use designation allows for the proposed subdivision when utilizing LAMC Section 12.22-A,25 (Density Bonus Ordinance). The Medium Residential Land Use Designation and the [Q]R3-1 Zone permit condominium development subject to lot areas comprised of a minimum of 5,000 square feet and a minimum of 1,200 square feet per dwelling unit (Section 12.09.1 LAMC and ORD-165, 1 08-SA5030). The maximum base density equals 13 dwelling units. Four additional "density bonus units" are permitted on top of the maximum base units; the project is providing 14 percent of its base units for Low Income occupants. The seven (7) percent set aside, allows for a 25 percent density bonus, or four (4) additional units, for a maximum of 17 dwelling units pursuant to State Law.

TENTATIVE TRACT NO. 71344 PAGE 21

The site is not subject to the Specific Plan for the Management of Flood Hazards (floodways, floodplains, mud prone areas, coastal high-hazard and flood-related erosion hazard areas).

Section 66418 of the Subdivision Map Act defines the term "design" as follows: "Design" means: {1) street alignments, grades and widths; (2) drainage and sanitary facilities and utilities, including alignments and grades thereof; (3) location and size of all required easements and rights-of-way; (4) fire roads and firebreaks; (5) lot size and configuration; (6) traffic access; (7) grading; (8) land to be dedicated for park or recreational purposes; and (9) such other specific physical requirements in the plan and configuration of the entire subdivision as may be necessary to ensure consistency with, or implementation of, the general plan or any applicable specific plan. And, Section 66427 of the Subdivision Map Act expressly states that the "Design and location of buildings are not part of the map review process for condominium, community apartment or stock cooperative projects."

Section 17 .05-C of the Los Angeles Municipal Code enumerates design standards for Subdivisions and requires that each Tentative Map be designed in conformance with the Street Design Standards and in conformance to the General Plan. Section 17.05-C, third paragraph, further establishes that density calculations include the areas for residential use and areas designated for public uses, except for land set aside for street purposes ("net area").

The design and layout of the tentative tract map is consistent with the design standards established by the Subdivision Map Act and Division of Land Regulations of the Los Angeles Municipal Code. Several public agencies (including Fire Department, Department of Building and Safety, Bureau of Engineering, and Bureau of Sanitation) have reviewed the map and found the subdivision design satisfactory and have imposed improvement requirements and/or conditions of approvaL Sewers are available and have been inspected and deemed adequate in accommodating the proposed project's sewerage needs. The subdivision will be required to comply with all regulations pertaining to grading, building permits, and street improvement permit requirements. Conditions of Approval for the design and improvement of the subdivision are required to be performed prior to the recordation of the tract map, building permit, grading permit, or certificate of occupancy.

Therefore, as conditioned, the design and improvement of the proposed subdivision is consistent with the intent and purpose of the applicable General and Speclfic Plans.

TENTATIVE TRACT NO. 71344 PAGE 22

(c) THE SITE IS PHYSICALLY SUITABLE FOR THE PROPOSED TYPE OF DEVELOPMENT.

The subject site is not located in a hazardous zone and does not contain any known hazards (i.e., toxic waste, methane hazards, very high fire hazard severity zone etc.). The site is relatively level and is not located in a slope stability study area, high erosion hazard area, or Alquist-Priolo Fault Zone. The site is an in-fill lot in a substantially developed urban area. The site is a flat parcel containing 15,633 net square feet of land in a multi-family residential neighborhood.

The environmental review conducted by the Department of City Planning Case No. ENV-2010-1520-ND, established that the physical characteristics of the site and surrounding area is consistent with existing development and urban character of the surrounding community. Properties within the vicinity include several multi-level apartment houses and condominiums ranging in height up to 45 feet. The site is not subject to the Specific Plan for the Management of Flood Hazards (floodways, floodplains, mud prone areas, coastal high-hazard and flood-related erosion hazard areas). Therefore, the project site is physically suitable for the proposed type of development.

(d) THE SITE IS PHYSICALLY SUITABLE FOR THE PROPOSED DENSITY Of DEVELOPMENT.

The adopted Valley Village - North Hollywood Community Plan designates the property for Medium Residential Land Uses subject to the [Q]R3-1 Zone. The Medium Residential Land Use Designation and the R[Q]R3-1 Zone permit subdivisions for apartmenUcondominium development. The density permitted is based on a dwelling unit area of 1 ,200 square feet per unit and a minimum lot size of 5,000 square feet. (Section 12.09.1 LAMC and ORD-165, 108-SA5030).

The site contains 15,633 net square feet which allows a maximum base density of 14 dwelling units (15,633/1,200 = 13). Four additional"density bonus units are permitted on top of the maximum base units; the project is providing seven (7) percent of its base units for Very Low Income occupants. The seven (7) percent set aside, allows for a 25 percent density bonus, or four (4) additional units for a maximum of 17 dwelling units pursuant to State Law.

The environmental review conducted by the Department of City Planning (Case No. ENV-201 0-1520-ND), established that the physical characteristics of the site and surrounding area is consistent with existing development and urban characterofthe surrounding community. The subject site is a flat, in-fill lot in a substantially developed multi-family residential neighborhood. The site is not subject to the Specific Plan for the Management of Flood Hazards (floodways, floodplains, mud prone areas, coastal high-hazard and flood-related erosion hazard areas). The subject site is not located in a hazardous zone, (i.e., toxic waste, very high fire

TENTATIVE TRACT NO. 71344 PAGE 23

hazard severity zone etc.) and is not located in a slope stability study area, high erosion hazard area, or Alquist-Priolo Fault Zone. Therefore, the site is physically suitable for the proposed density of development

(e) THE DESIGN OF THE SUBDIVISION AND THE PROPOSED IMPROVEMENTS ARE NOT LIKELY TO CAUSE SUBSTANTIAL ENVIRONMENTAL DAMAGE OR SUBSTANTIALLY AND AVOIDABLY INJURE FISH OR WilDLIFE OR THEIR HABITAT.

The Initial Study prepared for the project identifies potential adverse impact on fish or wildlife resources as far as earth and air are concerned.

However, measures are required as part of this approval which will mitigate the above mentioned impacts to a less than significant leveL

Furthermore, the project site, as well as the surrounding area is presently developed with structures and does not provide a natural habitat for either fish or wildlife.

(f) THE DESIGN OF THE SUBDIVISION AND THE PROPOSED IMPROVEMENTS ARE NOT LIKELY TO CAUSE SERIOUS PUBLIC HEALTH PROBLEMS.

The proposed subdivision and subsequent improvements are subject to the provisions of the Los Angeles Municipal Code (e.g., the Fire Code, Planning and Zoning Code, Health and Safety Code) and the Building Code. Other health and safety related requirements as mandated by law would apply where applicable to ensure the public health and welfare (e.g., asbestos abatement, seismic safety, flood hazard management).

The project is not located over a hazardous materials site, flood hazard area and is not located on unsuitable soil conditions. -The project would not place any occupants or residents near a hazardous materials site or involve the use or transport of hazardous materials or substances. The development would be connected to the City's sanitary sewer system, where collected sewage is directed to the Los Angeles Hyperion Treatment Plant, which has been upgraded to meet Statewide Ocean Discharge Standards. Additionally, an environment assessment consistent with the requirements of the California Environmental Quality Act (CEQA) was prepared for the proposed project, which indicates that no adverse impacts to the public health or safety would occur as a result of, the design and improvement of the site. Therefore, the design of the subdivision and the proposed improvements are not likely to cause serious public health problems.

TENTATIVE TRACT NO. 71344 PAGE 24

(g) THE DESIGN OF THE SUBDIVISION AND THE PROPOSED IMPROVEMENTS WILL NOT CONFLICT WITH EASEMENTS ACQUIRED BY THE PUBLIC AT LARGE FOR ACCESS THROUGH OR USE OF PROPERTY WITHIN THE PROPOSED SUBDIVISION.

No such easements are known to exist Needed public access for roads and utilities will be acquired by the City prior to recordation of the proposed tract

(h) THE DESIGN OF THE PROPOSED SUBDIVISION WILL PROVIDE, TO THE EXTENT FEASIBLE, FOR FUTURE PASSIVE OR NATURAL HEATING OR COOLING OPPORTUNITIES IN THE SUBDIVISION. (REF. SECTION 66473.1)

1). In assessing the feasibility of passive or natural heating or cooling opportunities in the proposed subdivision design, the applicant has prepared and submitted materials which consider the local climate, contours, configuration of the parcel(s) to be subdivided and other design and improvement requirements.

2). Providing for passive or natural heating or cooling opportunities will not result in reducing allowable densities or the percentage of a lot which may be occupied by a building or structure under applicable planning and zoning in effect at the time the tentative map was filed.

3). The lot layout of the subdivision has taken into consideration the maximizing of the north/south orientation.

4). The topography of the site has been considered in the maximization of passive or natural heating and cooling opportunities.

5). In addition, prior to obtaining a building permit, the subdivider shall consider building construction techniques, such as overhanging eaves, location of windows, insulation, exhaust fans; planting of trees for shade purposes and the height of the buildings on the site in relation to adjacent development.

These findings shall apply to both the tentative and final maps for Tract No. 71344-CN.

Michael J. LoGrande Advisory Agency

~\)'~ Daniel O'Donnell Deputy Advisory Agency

MJL:DO'D:JD:mah

TENTATIVE TRACT NO. 71344 PAGE 25

Note: If you wish to file an appeal, it must be filed within 1 0 calendar days from the decision date as noted in this letter. For an appeal to be valid to the City Planning Commission, it must be accepted as complete by the City Planning Department and appeal fees paid, prior to expiration of the above 1 0-day time limit Such appeal must be submitted on Master Appeal Form No. CP-7769 at the Department's Public Offices, located at:

Figueroa Plaza 201 N. Figueroa St,. 41

h Floor Los Angeles, CA 90012 213.482.7077

Marvin Braude San Fernando Valley Constituent Service Center 6262 Van Nuys Bl., Room 251 Van Nuys, CA 91401 818.37 4. 5050

Forms are also available on~line at www.lacitv.org/pln.

The time in which a party may seek judicial review of this determination is governed by California Code of Civil Procedure Section 1094.6. Under that provision, a petitioner may seek judicial review of any decision of the City pursuant to California Code of Civil Procedure Section 1094.5, only if the petition for writ of mandate pursuant to that section is filed no later than the 901

h day following the date on which the City=s decision becomes final.

If you have any questions, please call Subdivision staff at (818) 37 4-5034.

Za\SUBDIV\TRACT LETIERS FOLDERS\TRACT FOLDERS 71000-71999\71344\71344 LOD.doc

Date:

To:

From:

Subject:

CITY OF LOS ANGELES INTERDEPARTMENTAL CORRESPONDENCE

,July 13, 2010

Ms. S. Gail Goldberg, Director Departm:SJ of City Planning A~~~~~:~~E~ Advisory Agency

~mond Yew ;"Xranager Land Development Group Bureau of Engineering

Tentative Tract Map No. 71344 - Transmittal of Map.

Transmitted is a print of tentative map of Tract Map No. 71344 lying westerly of Bellingham Avenue and southerly of Chandler Boulevard in Council District No. 5.

This map has been filed for a 17-unit new residential condominium purposes. The subdivision layout is satisfactory as submitted.

The tract can connect to an existing sewer in the streets· adjoining the subdivision. This tract will connect to the public sewer system and will not result in violation of the California Water Code. I therefore recommend that you make the necessary determination.

I recommend that the tentative map of Tract No. 71344 be approved, subject to the standard conditions issued by your department.

Any questions regarding this report should be directed to Mr. Georgie Avanesian of the Land Development Section, located at 201 North Figueroa Street, Suite 200, or by calling (213) 977-6335.

Enc.

cc: Valley Engineering District Office

DEPARTMENT OF

CITY PLANNING 200 N. SPRING STREET, ROOM 525

Los ANGELES, CA 90012-4801 AND

6262 VAN NUYS BLVD., SUITE 351 VAN Nuvs, CA 91401

CITY PLANN ING COMM ISSION

WILLIAM ROSCHEN PRESIDENT

REGINA M. FREER VICE-PRESIDENT

SEAN 0. BURTON DIEGO CARDOSO

FR. SPENCER T. KEZIOS YOLANDA OROZCO BARBARA ROMERO MICHAEL K. WOO

JAMES WILLIAMS COMMISSION EXECUTIVE ASSISTANT

(213) 978-1300

June 7, 2010

CITY OF LOS ANGELES CALIFORN IA

ANTONIO R. VILLARAIGOSA M A YOR

FILING NOTIFICATION AND DISTRIBUTION

DATE OF FILING AND MAP STAMP DATE

EXECUTIVE OFFICES

S. GAIL GOLDBERG, AICP DIRECTOR

(213) 978-1271

VI NaNT P. BERTONI, AICP DEPUTY DIRECTOR

(213) 978-1 274

EVA YUAN-MCDANIEL DEPUTY DIRECTOR

(213) 978-1273

FAX: (213) 978-1275

INFORMATION (213) 978-1270

www.planning.lacity.org

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VESTING TENTATIVE TRACT NO. 71344 COMMUNITY: NORTH HOLLYWOOD-VALLEY VILLAGE

ADDRESS: 5312 N. Hermitage Ave. and 5315 N. Bellingh'am Ave DISTRIBUTION DATE: June 10, 2010

(X) COUNCIL DISTRICT NO. 5

Department of Public Works

(X) Bureau of Engineering

(X) Bureau of San itation

Department of Bui lding and Safety

(X) Grading

(X) Zon ing

(X) Department of Transportation-TaimourTanavoliNicente Cordero, Valley.

Department of Water and Power

(X) Real Estate

(X) Water System

(X) Fire Department

(X) Department of Recreation and Parks

The above tract has been filed w ith the Advisory Agency.

(X) Department of Te lecommun ications

(X) Bureau of Street Lighting (No. P.S.)

( ) An imal Regu lation (Hillside)

(X) Housing Department

(X) Board of Education (No P.S.)

(X) Los Angeles County Health

Department (No P.S.)

Hillside: ( ) Yes (X) No

( ) Dan O'Donnell (if in Mulholland Scenic corridor)

( ) Imaging Services

(X) (GIS) c/o Fae Tsukamoto

(X) Urban Forestry, Attn: Ron Lorenzen, 1149 S. Broadway, 41h Fl.

MS 550

The Advisory Agency w ill await your report and recommendation regarding the above matter for 39 days. If we have not received a written report from

you after 40 days from the date of filing, we will assume that you have no report to make.

S. Gail Goldberg

Advisory Agency

-~ ¥ DANO'DONN~ Deputy Advisory Agency

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