CPY Document - City of Los Angeles

Office of the City Engineer

To The Honorable CouncilLos Angeles, California

Of the City of Los AngelesAUG 0 6 zo

Honorable Members: /c. D. No.4

SUBJECT:

Final Map of Tract No. 50189

RECOMMENDATIONS:

Approve the final map of Tract No. 501 89 lying southerly of La Maida Street and easterly of KlumpA venue and accompanyig Subdivision Improvement Agreement and Contract with attached securitydocuments.

FISCAL IMP ACT STATEMENT

The Subdivider has paid a fee of $6,540.00 for the processing of this final tract map pursuant toSection 19.02(A)(2) ofthe Muncipal Code. No additional City Funds are needed.

TRANSMITTALS:

1. Map of Tract No. 50189.

2. Unnumbered fie for Tract No. 50189.

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

DISCUSSION:

The tentative map of Tract No. 50189 was conditionally approved by the Advisory Agency onDecember 7,2005 for a maximum 12-unit residential condominium project.

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

Council -2- C.D. No.4

The conditions of approval for the tract map have been fulfilled ineluding payment ofthe Recreationand Parks Fee in the amount of$53,544.00. Transmitted Subdivision Improvement Agreement andContract 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 filingwith the County Recorder.

The expiration date of the tentative map approval is Deccmber 7,2008.

The subdivider and enginecr for this subdivision are:

Subdivider Engineer

Hillshir Investment164 W. Del Mar AvenuePasadena, CA 91105

Hayk Marirosian

Techna Land Co., Inc.1545 N. Verdugo Road, Suite 2Glendale, CA 91207

Land Development Group

Respectfully submitted,

tV ¿lßJA./¿

Edmond Yew, ManagerLand Developmcnt GroupBureau of Engineering

Report prepared by:

Alan Lee

Civil EngineerPhone (213)977-8932

EY/JG/WSa:lwpdocltract 50189

DEPARTMENT OfCITY PLANNING i

200R SPRINC Sni.HT,ROO 52SlOSANGEUS. CA 900,.2-4801i

CITVlLAN,_~I~GCo.MMISS LO~

¡ANÉ:~lUSON USHER '1'SIDENT

ANpRES;' iRlANDOviÓ-PlllSlDfNT

DHCÖ C;"ROOSORECINIIM,fREER

ROBIN R, HUGHESSABRINllKAY

FR:.sENCfR: T,-KElJOSWIlU..M.ROSCHENMI6tAÉLK. WOO

CABRIHEW1LLlAMS)COMf,ls.Ni;i(OJTlVf~Ssrn"'NT

Q1Jl97B-130Qi

CITY OFL"OS ANGEL 5CALiFORNIA

IXfCUTIYE OFfiCES

MARK WINOGROND!/'HIlIMO\.fCTOll1213)975-1271

GORDON B.'HÁMli TONOf-rUiy DIRECTOR(213) 978.1272

ANTONIO R. VILLARAIGOSAMAYOR

ROBERT'l-. SUTTONO(FOT' DlllECTOR

(213)-978:1274

FAX: (2.13) 978-1275

INFORM.. TION12J3) 978-1270

~,iiIcity;D(glPlN

DeCjsionD¡:t~; December 7, 2005

AppealËl1dQate: December 19,2005'---'-='-""~-'--~ ---

HilJshir Invest~ent (A)(O)164 W. DelM'ar AvenuePasadena ,CA 91105

Lawrence Schmahl (R)11209 Howard StreetWhittier, CA 90606

RE: Tentative Tract No.: 50189Related Case: NoneCouncil District: 4Community PI,an: NorthHOllyWood-Valley Villaga

Existing Zone: R3MND No: ENVc2005-3820cMNDFish and Game: Exempt

I "In accordanèe; with provisions of Section 17.03 of the Los Angeles Municipal Code, theAdvÎsory Agençy approved Tentative Tract No. 50189 composed of 1-lot, located at11218-24laMaida Street for a maximum 12-unit residential condominium as shown on map stamp-dated June 12, :,1 989 in the North Hollywood-Valley Village Community Plan. This unit density

'is based on the R3 Zone. (The subdivider is hereby advised that the Municipal Code mav notpemiitthismaximum approved density. Therefore, verification should be obtained from theDepartment of 13uilding and Safety which will legally interpret the Zoning code as it appl1es tothisparticuiârp'operty.) For an appointment with the Advisory Agency or a City Planner call(213)9784330. The Advisory Agency's approval is subject to the following conditions:

NOTE or¡ cfearing conditions: When two or more agencies must clear a condition, subdividershouJd follow theseque,~ce ìndicatel In the condition. For the benefit of the applicant, subdivider shall

maintain record of allconditions. cleared, including all material supporing clearances and be prepared to present copies

of theclearaflcesto each reviewing agency as may be required by its staff at the time of its review.. - - ,

~ A~ EQUAL EMPLOYMENT OPPORTUNITY _ AFFIRMATIVE ACTION EMPLOYERR9

TENTATIVE TRACT NO. 50189 Page 2

DEPARTMENT OF BUILDING AND SAFETY, GRADING DIVISION

1. That prior to issuance of a oradino or buildino permit. or prior to record~tion of.thefinalmap, the subdivider shall make suitable arrangements to assure compliaflce, satisfactoryto the Department of Building and Safety, Grading Division, with all the requirements andconditions contained in Inter-Departmental Letter dated August 17, 200~, Log No. 49093and attached to the case file for Tract No. 50189.

DEPARTMENT OF BUILDING AND SAFETY, ZONING DIVISION

2. That prior to recordation of the final map, the Department o(BuiJding an~ Saf~ty,lcn~ngo ivisî6ñ"St\ â1 emt ll'âft'Biiigcbiz-ôifiCode'Viól#OS-èxišt'Off'Šbìèêtsitè: .In addition, the following items shall be satisfied: '

a. Obtain permits for the demolition or removal of all existing structyres on the site.Accessory structures and uses are not permitted to remain on lots; wihout ,a mainstructure or use. Provide copies of the demolition permits and signed inspeciön cards

, to show completion of the demolition work.

b. Show all street dedication as required by Bureau of Engineering. "ArEia" requirementsshall be re-Checked as per net lot area after street dedication.

OEPARTNIENTOFTRANSPORT ATION;' - _ .j3. That prior to recordation of the final map, satisfactory arrangements shall tie made with the

Department of Transportation to assure:

a. Aminimum of 20.foot reservoir space be provided between any seC\ritygate(s:) and, the property line.

- =:~.",::",':aS:tJi~m§l~Jl$hâlf:~!?J;lêS¡,grl§Ptpat1l.Y§l:iSI~j~J1mL~yt~~~:!lig~.~;6f.any public street or sidewalk. . - .~..~

c. Aparking area anddriveway plan be submitted to the Citywide plannlrgQoprdtn,atipnSecti?n of the Department of Transportation for approval priorto subjnittarOlll!jíldll1p.armít plans for plan check by the Department of Building and Safety.¡ Tran,spprtationapprovals are conducted at 201 N. Figueroa Street Suite 400, Station 3.'

,

FIRE DEPARTMENT

4. That prior lothe recordation or the final map. a suitable arrariQement shållbemådesatisfactory to the Fire Department, binding the subdivider and all SUCCeSSPl1to thefollowing: ".j.;", :

CUe"",'''''''''';,. '

a. Submittal of plot plans for Fire Department review and approl.al priorto recordation ofTract Map Action. '

,

¡

, T!3NTATIVE TRACT NO. 50189 Page 3

Di:PARTME~T OF WATERAND POWERi

5..satisfacto~ arra.ngements shall be made with the Los Angeles Department of Water andPower (LADWP) for compliance withLADWP's Water System Rules and

requirements.UpOn cprrpliance with these conditions and requirements, LADWP's Water ServicesOrgaqizatibn will fOf\ard the necessary clearances to the BUreau of Engineering. (Thiscòndition.~hall be deemed cleared at the time the City Engineer clears Condition No. S-l.(c).) , .

BUREAUOF¡STREET LIGHTING

6.~t~Eté(!i~li~ improvefTentsshall be, made to the satisfaction of the ~~r~illlEf S!r~et.Li~htingL,~ "äñêfìörfhe fÔ'Owing sirëël,Iìgiiflng improvements shaii6e réquired (This cõraitiorì shall be

deemed cteared at the time the City Engineer clears Condition S-3. (c).)

a. N.ewl¡ght(s) required" one (1) on La Maida Sl. The propert within the boundary ofthe

develbpment shall be formed or annexed into a Street Lighting Maintenance

Asse~sment District prior. to final recordation for this project or issuance of thecertìfipate pf .occuPancy.

BUREAU Of SANITATION

7. Sa.tiacioij arrangements shall be made with the Bureau of Sanitati.on, Wastewater

Qollection ßystems Division for compliance with its sewer system review and requirements.Up.on ,c.ompliance with its conditions and requirements, the Bureau of Sanitation,

Wasrewat~r Collection Systems Division will forward the necessary clearances to theBureal. ofiEngineering. (This condition shall be deemed cleared at the time the CityEngineer qlears Condition No. S-1. (d).)

, INFORMATiqN TECHNOLOGY AGENCY

8. Thatsatis1actory arrangements be made in accordance with the requirements of theInformatiom Technology Agency to assure that cable television facilities will be installed inthe same manner as other required improvements. Refer to the Los Angeles MunicipalCode Section 17.05N. Written evidence of such arrangements must be submitted to thelnformation Technology Agency, 120 S. San Pedro Street, Room 600, Los Angeles, CA90012, (21;3) 485-7969.

,

DEPARTMENT OF RECREATION AND PARKS

$. That the Quimby fee be based on the R3 Zone.

STREET TRE~ DIVISION

to. Remo.val?ndor r~placementofall trees in the public right-of-way shall require approvalof the Board .of Public Works. C.ontact: Street Tree Division at: 213-485"5675. Tree

TENTATIVE TRACT NO. 50189 Page4

replacement shall be to the satisfaction of the Street Tree Division of the~tireau of streetServices.

DEPARTMENT OF CITY PLANNING-SITE SPECIFIC CONDITIONS

11. Prior to the recordation of the final map, the subdivider shall prepar~ and execute aCovenant and Agreement (Planning Department General Form CP-6770)in a mannersatisfactory to the Planning Department, binding the subdivider and all succeSsors tothe following: '

,.a. Limit the proposed development to a maximum of 12 dwelling units./~, ,",~;.;",::.:;,,;~ F--:~;.;:\i; -,-;-.- _..

j,-C_.C'-.__

b. Provide a minimum of 2 covered off-street parking spaces per dwelling unit, plus1/4 guest parking spaces per dwelling, All guest spaces shall be readilyaccessible, conveniently located, specifically reserved for guest parking, postedand maintained satisfactory to the Department of Buildirig and Safety.

Ifguest parking spaces are gated, a voice response system sh~llbEHnstalledatthe gate. Directions to guest parking spaces shall be clearly posted. Tandemparking spaces shall not be used for guest parking.

In addition, prior to issuance of a building permit, a parking plan s~owingoff-streetparking spaces, as required by the Advisory Agency, be ~ubmittEid for review andappróval by the Department of City Planning (200 No. Spring Strßet, Room 750).

,

c. Nt)te to City Zoning Engineer and Plan Check. The Advis4iry Agency hasapproved the following variations from the Los Angeles Muni~ipal'Códa as itapplies to this subdivision and the proposed development onthè site.

d. That prior to issuance of a certificate of occupancy, çi mini~urii6"fnòt"hi9h

i" ,',' ",.deiço!ativ!?lTaspnry wall with a stucco fini~h shçiH .begon~trLldted"~Ell1tto. ,,!"'..,f.i...2"....~..i'n'êig-rìúoi'li¥itèsfcfncès, ",if riD slièI'Fiiana!i'è'dy'èstš';''é*ce'Pf~fr''~'ffôiW'~~. .'e. The applicant shall install an air filtration system(s) to reducêthe'effects of

diminished air quality on occupants of the project. ¡

f. That a solar access report shall be submitted to the satisfacti~ oftheMvis0iy

Agency prior to obtaining a grading permit. :

,R' '. That lhesubciivider consider the use of natural gas andlor SqiarenergY-ßl1c:onsu1t with the Department of Water and Power and ,~outherd .ca1ifomia GqsCompany regarding feasible energy conservation measures. i.' "

ft Recyclingbinsshall be proVided at appropriatelocatiöilsito pröiTòtè'l'Øç.YaHng of

paper, metal, glass, and other recyclable materiaL. ,," ,

TENTATIVE rTRACTNO. 50189 Page 5i

D.E~ARi-MENTOFGITY PLANNING-ENVIRONMENTAL MITIGA TIONMEA5.URES,. ,i

12. That drior to recordation of the final map the subdivider shall prepare and execute aCove~ant anq Agreement (Planning Department General Form CP-6770 and ExhibitCP-67f0. M) in a manner satisfactory to the Planning Department requiring the

,subdiMidßrtoidentify (a) mitigation monitor(s) who shall provide periodic status reportson thehmplementation of mitigation items required by Mitigation Condition No(s), 10,l?,Hi,and C-4 of the Tract's approval satisfactory to the Advisory Agency, The

'!Titi$jationnionitor(s)shall be identified as to their areas of responsibilty, and phase ofil"tervaQtiqn(pre-construction, construction, postconstruGlion/maintenance) to ensurecoritinLed implementation of the above mentioned mitigation items.

13, Prior to the recordation of the final map, the subdivider will prepare and execute a

Covenint and Agreement (Planning Department General Form CP-6770) in a mannersatisfa,ctory to the Planning Department, binding the subdivider and all successors tothe following:

MM-1

.MM-2

MM-3

MM-4

MM-5

MM-6

A/l 0pE!nareas not used for buildings, driveways, parking areas, recreationalfacilties or walks shall be attractively landscaped and maintained in accordanceIMth a landscape plan, including an automatic irrigation plan,prepared by a licensed landscape architect to the satisfaction of the PlanningDepartment.t ,'.L .. .Ej¡ery l5uilding, structure, or portion thereof, shall be maintained in a safe ands~nitary condition and good repair, and free from graffti, debris, rubbish, garbage,tr¡:sh, o,vergrowfl vegetation or other similar material, pursuant to Municipal CodeSection 91 .81 04,

!reexterior of all buildings and fences shall be free from graffiti when such grafftiis; visible from a public street or alley, pursuant to Municipal Code Section91.8104.15.

Optdcior lighting shall be designed and installed with shielding, so that the lightsqurce cannot be seen from adjacent residential properties.

T~~ applicant shall install air filters capable of achieving a Minimum EffciencyRë¡ting Value (MERV) of a t least 11 or better in order to reduce the effects ofdirinished air quality on the occupants of the pmject.

C4mpliance with the Uniform Building Code Chapter 18. Division 1 Section1804.5

J¡~uefact~on Potentia,l and Soil Strength Loss which requires the preparation of agE1tech~lcal report, The geotechnical report shall assess potential consequences' of¡;;ny liquefaction and soil strength loss, estimation of settlement,lateralm~vetnent or reduction in foundation soil-bearing capacity, and discuss mitigation

rrasures that may include building design consideration.


MM-7 Building design considerations may include, b:ut arenotlirritéd to: groundstabilization, selection of appropriate foundatiOn type and depths, selection ofappropriate structural systems to accommodate anticipated displacements or anycombination of these measures,

MM-B Prior to the issuance of the demolition permit, the applicant shall provide a letterto the Department of Building and Safety from a qualified asbestos abatementconsultant that no ACM are present in the building. If ACM' are found to bepresent, it will need to be abated in compliance with the South Coast Air QualityManagement District's Rule 1403 as well as all other state and federal rules andregulations.

.__c_~.

MM-9 Project applicants are required to implement stormwater BMPs to retain or treatthe runoff from a storm event producing 3/4 inch of rainfall in a 24 hour period,The design of structural BMPs shall be in accordance with the Development BestManagement Practices Handbook Part B Planning Activities. A signed certificatefrom a California licensed civil engineer orlicensed architect that the proposed BMPs meetthis numerical threshold standardis required.

MM-10 Post development peak stormwater runoff discharge rates shall not exceed theestimated pre-development rate for developments where tiie increase peakstormwater discharge rate will result in increased potential for downstreamerosion.

MM-11 Any connection to the sanitary sewer must have authorization from the Bureau ofSanitation.

MM-12 Reduce impervious surface area by using permeable pavemenl"materials whereappropriate, including: pervious concrete/asphalt; unit pavers, i.e. turf block; andgranular materials, i.e. crushed aggregates, cobbles.

....,':"6'_-';::.;"" -.

MM-13 Install Roof runoff systems where site is suitable for installation, Runoff fromrooftops is relatively clean, can provide groundwater recharge anp reduce excessrunoff into storm drains.

MM-14 Paint messages that prohibits the dumping of improper materials into the stormrira;n sY~'em adJ'acen"n ~'o-~ dra;n 'nln'_ n-ef-br'-a'ed -'e~-'''- ---...1 III ..H I I lll LV,:L IIII I I 111IC;l~. ri CI II" L ;:L 11411;:l,dll

be obtained from the Dept. of Public Works, Stormwater Management Division."

MM-15 Promote natural vegetation by using parking islands and other laijdscaped areas,, ,MM-16 All storm drain inlets and catch basins within the project area rrust be stenciled

with prohibitive language (such as "NO DUMPINGc(jRAINSrO Ç)CEAN") and/orgraphical icons to discourage illegal dumping.

TENTATIVE tRACT NO. 50189 Page 7

,Mfv~n s)gns and prohibitive language and/or graphical icons" which prohibit illegal. '9~ITp.ing, must be posted at public access points along channels and creeks

within the project area.¡- .-..,- '-',

MM-18 L~giaility of stenc.ils and signs must be maintained.

MM.19 Miterials with the potential to contaminate stormwatèr must be: (1) placed in anebciosure such as, but not limited to, a cabinet, shed, or similar stormwaterc~nveyance system; or (2) protected by secondary containment structures sucha~"l:erms, dikes,or curbs.

't-40"__,.r

-l~èstorage area must be paved and suffciently impervious to contain leaks ands¡:ilS. ', MM-21 T~e storage area must have a roof or awning to minimize collection of stormwater

within the secondary containment area,:

,

MM"22 Daisign an effcient irrigation system to minimize runoff including: drip irrigation for,sWUl:sJo limit excessive spray; shutoff devices to prevent irrigation aftergignifcantprecipitation; and flow reducers.

MM.23 , The owner(s) of the propert will prepare and execute a covenant and agreement(planning Department General form CP-6770) satisfactory to, the PlanningOapártment binding the owners to post construction maintenance on the structu ralBrtPs in accordance with the Standard Urban Stormwater Mitigation Plan and or

pE¥rnanufacturer's instructions.

MW24 lti applicant shall pay school fees to the Los Angeles Unified School District tooflet the impact of additional student enrollment at schools serving the projectar~a.

MM"25 pet Section 17. 12-A of the LA Municipal Code, the applicant shall pay theapplicable Quimby fees for the construction of condominiums, or Recreation andPark fees for construction of apartment buildings.

:

15. Ccinstri¡ction ivitigation Conditions - Prior to the issuance of a oradino or building, . ,Delimit br the recordation of the final map, the subdivider shall prepare and execute

,~.ç()v~i-T1tandAgreement (planning Department General Form CP-6770) in a manners~tisfactory to the Planning Department, binding the subdivider and all successors tothefollo~ing:

:'';_'_ '__' _,í

Cir.1. 'Th#ta sign be required on site clearly stating a contacUcomplaint telephone

nuijberthat provides contact to a live voice, not a recording or voice mail, during;:lllours of construction, the construction site address, and the tract map number.

Y()UAR~REQUJRED TO POST THE SIGN 7 DAYS BEFORE CONSTRUCTION ISTO BEGIN.


Locate the sign in a conspicuous place on the subject site or structure (ifdeveloped) so that it can be easily read by the public. The sign must besturdily attached to a wooden post if it will be free-standing.

Regardless of who posts the site, it is always the responsibility of the applicantto assure that the notice is firmly attached, legible, and remains in thatcondition throughout the entire construction period.

. If the case involves more than one street frontage, post a sign on each streetfrontage involved. If a site exceeds five (5) acres in size, a separate notice ofpostinglfili be required for each five (5) acres, or portion thereof. Eaçh sign

-must -be'l3òstedin a promineiiHdcatlon.' i"c _.~' ,'~~'t:.~.~

CM-2 All unpaved demolition and construction areas shall be welted at least twice dailyduring excavation and construction, and temporary dust covers: shall be used toreduce dust emissions and meet SCAQMD District Rule 403. Welting couldreduce fugitive dust by as much as 50 percent.

CM-3 The owner or contractor shall keep the construction area suffciently dampenedto control dust caused by grading and hauling, and at all times provide reasonablecontrol of dust caused by wind.

CM-4 Alf loads shall be secured by trimming, watering or other appropriate means toprevent spillage and dust '

CM-5 All materials transported off-site shall be either suffciently wafÌ'red or securelycovered to prevent excessive amount of dust.

CM-6 All clearing, grading, earth moving, or excavation activities shall.be discontinuedduring periods of high winds (i.e., greater than 15 mph), so as to preventexcessive amounts of dust.

_)~XC"t-.r. . lCM-7 General contractors shall maintain and operate construction equipment so as to

minimize exhaust emissions.

CM-8 The project shall comply with the City of Los Angeles Noise, Ordinance No.144,331 and 161,574, and any subsequent (Jrdinances, whích prohibit theemission or creation of noise beyond certain levels aJ édjac~nt uses unlesstechn icallyinfeas ible.- ' ,

èM-9 'Construction and demolition shall be restrictedtothehoursof7:QO,am to 6:00 pm. Mond~yttjmugh Friday, and 8:00 am t01 :00 pm on Saturday.l'o construction on

Sundays or Holidays.

CM-10 Construction and demolition activities shall be scheduled so as to avoid operatingseveral pieces of equipment simultaneously, which causes highi noise levels.

,TENT.ATIVEfrRACTNO.50189

CMc11

,,,

ije project contractor shaH use power construction equipment with state-of-the-artnpise shielding and muffing devices.

Rage 9

CM-12:

T1e project sponsor must comply with the Noise Insulation Standards of Title 24of the Galifornia Code Regulations, which insure an acceptable interior noiseenvironment.

S?diment carries with it other work-site pollutants such as pesticides, cleaningst1ve,nts, cement wash, asphalt, and car fluids that are toxic to sea life.

Afl waste shall be disposed of properly. Use appropriately labeled recycfing binstqrecycle construction m.aterials including: solvents, walercbased paints, vehicleMids, broken asphalt and concrete; wood, and vegetation. Non recyclablem~terials/wastes must be taken to an appropriate landfilL. Toxic wastes must bedi~carded at a licensed regulated disposal site.

Leaks, dripsand spills shall be cleaned up immediately to prevent contaminatedsd,1 on paved surfaces that can be washed away into the storm drains.

CMc13

CM-14

CM-1,5

i

Pavement shall not be hosed down at material spills.be, used whenever possible.

"SroHZ,,pqmpsters shall be covered and maintained. Place uncovered dumpsters under' , arrootor cover with tarps or plastic sheeting.

CM-16 Dry cleanup methods shaH

eM-t8 Gtaveil approaches shall be used where truck traffic is frequent to reduce soilcOfnpaction and the tracking of sediment into streets shall be limited.

CM~19 Aii/vehicle/equipment maintenance, repair, and washing shall be conducted awayfrojistorm drains. All major repairs shall be conducted off-site. Drip pans or drop'clqthes shill! be used to catch drips and spills.

. ,_'" _""_'" _' _I

DEPARTMENT OF CITY PLANNING-STANDARD CONDOMINIUM CONDITONS

C-1. That approval of this tract constitutes approval of model home uses, including a salesoffce an~ off-street parking. Where the existing zoning is (T) or (Q) for multipleresidentiaruse, no construction or use shall be permitted until the final map has recordedor the prqper zone has been effectuated. If models are constructed under this tractapproval, ïhe following conditions shall apply:

1. Prior to recordation of the final maD, the subdivider shall submit a plot plan for

appropal by the Division of Land Section of the Department of City Planning showingthe lotation of the model dwellngs, sales offce and off-street parking. The sales

óffcè ¡must be within one of the model buildings.


2. 'All other conditions applying to Model Dwellings under Section 12¡22A, 10 and 11and Section 17.05 0 of the Code shall be fully complied with s*isfactory to theDepartment of Building and Safety.

C-2. That prior to recordation of the final map, the subdivider shall record an "Agreement forDevelopment of Units for Lease or Sale ("15% Ordinance")" covenaHt, to benefi theHousing Authority, for certification of the development in accordance with Section12.39A. Arrangements shall be made with the Department of Buildíng and Safety,Zoning Section - Subdivisions (213.482.0000) to approve the cbvenant format, prior torecording the covenant.

G"3 'cPrior'tø ,the4ecMdåtiGn"oHhefrlal 'map,:4he stlbdfvir shall" payofguarantee thepayment of a park and recreation fee based on the latest fee rate schepule applicable.The amount of said fee to be established by the Advisory Agency in accordance withSection 17.12 of the Los Angeles Municipal Code and to be paid and ~eposited in thetrust accounts of the Park and Recreation Fund.

C-4. That a landscape plan, prepared by a licensed landscape architect, be submitted to andapproved by the Advisory Agency in accordance with CP-6730 prior tb obtaininG anyGradinq or buildinQ permits before the recordation of the final map. '

In the event the subdivider decides not to request a permit before the recordation of thefinal map, a: covenaii and agreement satisfactory to the Advisory Agen6yguaranteeingthe submission of such plan before obtaining any permit shall be recorded

C-5. In order to expedite the development, the applicant may apply for a building permit foran apartment building. However, prior to issuance of a buildinG permit for apartments,the registered civil engineer, architect or licensed land surveyor shall c:e~ify in a letter tothe Advisory Agency that all applicable tract conditions affecting the physicaldes1gn ofthe building and/or site, have been included into the building plans.: Such letter issuffc,ientto clear this condition. In addition, all of the applicable tract co~ditonsshaH~

,stated ,in full on thebuildjnG plans. and a copy of the plans shaH"bJ,xevleedcandapproved bv the Advisorv Aqency prior to submittal to the Department of BuildinG andSafety for a buildinq permit. '

OR

lf a building permit for apartments will not be requested, the project civilehgineer,architect orlicensed land surveyor must certify in a letter to the Advisory Agency that theapplicant will not request a permit for apartments and intends to acquire a building permit

fora condominium building(s). Such letter is sufficient to clear this condition.

"BUREAí. OFENGINEERtNG- STANDARD CONDITONS

5-1. (a) That the sewerage facilities charge be deposited prior to recordation of the finalmap over all of the tract in conformance with Section 64.11.2 of the Municipal Code.

TENTATNE¡rRACTNO.50189 Page 11

"'(b) Th~L survey boundary monuments be established in the field in a mannersatIsfactory to the, City Engineer and located within the California CoordinateSystem prior to recordation oUhe final map. Any alternative measure approved byf . _ , .the; City Engineer would require prior submission of complete field notes in supportof the boundary survey.

,

(c) That satisfactory arrangements be made with both the Water System and the PowerSy~tem of the Department of Water and Power with respect to water mains, fire

,hyqrants, service connections and public utility easements., ,.j

"'-j'-

(d) Thá¡,¡:ny necessary sewer, street, drainage and street lighting easements be.J:leaicated. In.lhe event it is necessary to obtain off-site easements by separateinstuments, records of the Bureau of Right-of-Way and Land shall verify that suchea~ements have been obtained. The above requirements do not apply toeasements of off-site sewers to be provided by the City,

(e) That drainage matters be taken care of satisfactory to the City Engineer.

m Thåtsatisfactory street, sewer and drainage plans and profiles as required, togetherwitli a lot grading plan of the tract and any necessary topography of adjoining areasbe submitted to the City Engineer.

(9) Th¡: any, required slope easements be dedicated by the final map.

.-¡

(h) Thal each lot in the tract comply with the width and area requirements of the Zoning, Ordinance.

(i)i

That 1-foot future streets and/or alleys be shown along the outside of incompletepUblic dedications and across the termini of all dedications abutting unsubdividedprorterty. The 1-foot dedications on the map shall include arastriction against their use of access purposes until such time as they are acceptedJor qublic use.

That any 1-foot future street and/or alley adjoining the tract be dedicated for publicuse !by the tract, or that a suitable resolution of acceptance be transmitted to theCity:Council with the final map.

CD

(k) That no public street grade exceed 15%.

(i) That any necessary additional street dedications be provided to comply with theAm~ricanswith DisabiltiesAct (ADA) of 1990.

,

S~2, ThattM following provisions be accomplished in conformity with the improvementsconstruCted herein:


,

(a) Survey monuments shall be placed and permanently refer~nced tq the satisfaction

of the City Engineer. A set of approved field notes shall befurnishfld,or such workshall be suitably guaranteed, except where the setting of boundiary monumentsrequires 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 withpublic improvements shall be performed within dedicated slope ~sements or bygrants of , satisfactory rights of entry by the affected property own~rs,

.--~

(d) All improvements within public streets, private street, alleys and eaSements shall beconstructed under permit in conformity with plans and specificatidns approved bythe Bureau of Engineering.

(e) Any required bonded sewer fees shall be paid prior to recordation Of the final map.

8-3. 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 Ôity Engineer.

(b) 'Constructany necessary drainage facilities.

(c) Install street lighting facilities to serve the tract as required by the Bureau of StreetLighting.

(d) Plant street trees and remove any existing trees within dedicated ,streets orproposed dedic¡¡ted streets as required by the Street Tree Divisioilof the BureaunfStreet Maintenance. All street tree planting's shall be'broog,*~pto.current. st$1dardsANlieri the City has previously been paid for tr~21ìifrro~'~Gí~fd.eror contractor shall notify the Street Tree Division ((213) 485-5675) upon completionof construction to expedite tree planting. '

(g) Close any unused driveways satisfactory to the City Engineer.

(h) Construct any necessary additional street improvements to èdIy' with the

Americans with Disabilities Act (ADA) of 1990. '

TENifATlVE tRACT NO. 50189 Page 13

(i) Th$t the following improvements be either constructed prior to recordation of the

fincii map or that the construction be suitably guaranteed:

1. ¡ Improve LaMaida Street adjoining the tract by the construction of concrete curbßnd gutter including any necessary removal and reconstruction of the existing~mprovements satisfactory to the City Engineer,

NOTES:.,' I

, c'l~A~~PWfAgency approval is the maximum number of units permitted under the tract:~iQi):'Hö..~er ths§xisting or proposed zoning may not permit this number of Units.

Any renioval of the existing street trees shall require Board of Public Works approvaL.,,i

Satisfactory arrangements shall be made with the Los Angeles Department of Water andPoWe¡i;;f'olNet5lyateif1; to pay for rei(loval,relocation, replacement or adjustment of powerfacJI~$-Queihothis_ development.. .' The subdivider must make a:rangements for thevnderW;ound(nstallation of all new utility lines In conformance with Section 17.05N of the LosAngeles Munîb¡pal Code.-' .-!The .tinalmaR must record within 36 months of this approval, unless a time extension isgranteg .befort¡ the end of such period.

,

The Advisory¡agencyhereby finds that this tract conforms to the California Water Code, asrequired by tt¡~Subdivision Map Act

-.....: "f:'

No building, Pßrmit will be issued until the subdivider has secured a certification from theHousing Authqrity thatthe development complies with the requirements for low-and moderate-income houSi1g, per Section 12.39-A of the LAMC.

,

The ~l.bçjvkiW should consult the Department of Water and Power to obtain energy savingdesjgn featur$s, which can be incorporated into the final building plans for the subjectdevelopment ¡As part of the Total Energy Management Program of the Department of Waterand Power, tMis no-cost consultation service will be provided to the subdivider upon hisreq ues!. '

FlNGIN(3S()~FACT (CEQA),

The,El1yiron~ntål Staff Advisory Committee issued Mitigated Negative Declaration ENV..?905-3820-MtjDonAugust17,2005. The Committee found that potential negative impact

C9LJldQccurfr~m the¡ projects's implementation due to:

, .",aaditic;ii~Üdemandforon~street parking~i~ir~j~~nt~:~it~e parking area

i


need for landscapinglack of open spate.

The Deputy Advisory Agency, certifies that Mitigated Negative Declaration No. ENV 2005-3820-MND reflects the independent judgement of the lead agency and determined that thisproject would not have a significant effect upon the environment provided the potential impactsidentified above are mitigated to a less than significant level through implementation ofCondition No(s).10, 13, ~and C-4 of the Tract's approval. Other identified potential impactsnot mitigated by these conditions are mandatorily subject to existing City ordinances, (SewerOrdinance, Grading Ordinance, Flood Plain Management Specific Plan, Xeriscape Ordinance,Stormw~terOrdinance, etc.) which are specifically intended to mitigate such pptential impactson all projects,

The Initial Study prepared for the project identifies no potential adverse impacts on fish orwildlife resources as far as earth, air, water, plant life, animal life, risk of upset are concerned.Furthermore, the project site, as well as the surrounding area is presently 'developed withstrctures 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 DeputyAdvisory Agency has assured that the above identified mitigation m$sures will beimplemented by requiring reporting and monitoring as specifed in ConditionfNo.12.

FurtherfÏôre;theAdvisory AgencYherebyfinds that modifcation(s) t~ and/orcorrectiOn(s) of'specific mitigation measures have been required in order to assure appropriate and adequate

mitigation of potential environmental impacts of the proposed use of this sub-division.

FINDINGS OF FACT (SUBDIVISION MAP ACT)

lnconnection with the approval ofTentative Tract No. 50189, the Advisory Ag~ncy ofthe City.of1:9~l!nGele~, pursuant to Sections 66473.1, 66474.60, .61 and .63 òfthe StåteofCalifol1ia

';Go!likm'iint'Oôd€'tflìèSti-aivisìon Map Act), makes the presciiedfirRlings!iiS''f&lfóWS:'

(a) THE PROPOSED MAP WILL BEllS CONSISTENT WITH APPLICABLE GENERAL ANDSPECIFIC PLANS. '

(b) THE DESIGN AND IMPROVEMENT OF THE PROPOSED SUBDIVISION ARECONSiSTENTVviTH APPLICABLE GENERAL AND SPECiFiC :PLANSt

The adopted North Hollywood-Valley Village Community Plan designatesttie subìectproperty for Medium Residential land use with the corresponding zorte of R3. Thepropert contains approximately O.23net acres (10,000 net square feet .after requireddedicCitron) andispresently zoned R3-WL. The proposed deveiopment df12r€isidentialcondominium units are allowable under the current adopted zbnè af¡~tliedlandusedesignation.

~'-T""TTT""""''''T'' f"TTU,...' ....'1......,.. .."'.....T I .....-.. T Y,.....TTTT T ,...-..-"l'.... ..TTTTTy.. I ....TY....HTH T T~ ~nT~~T

1

TE:f\TATIVEiTRACT NO. 50189 Page 15

Thß/sitli is,nct subject to the Specific Plan for the Management of Flood Hazards

(fløocJW~Ys, floodplains, mud prone areas, coastal high-hazard and flood-relatiad erosi onhazrd fm~as).

,i,Therefcte, as conditioned, the proposed tract map is consistent with the intent andpurposê of the applicable General and Specific Plans.

(c) THE SITE IS PHYSICALLY.DE\lELOPMENT.

i -i(-d)THES1TE IS PHYSICALLY

-,PE\l~L9PMENT.

SUITABLE FOR THE PROPOSED TYPE OF

SUITABLE FOR THE PROPOSED DENSITY OF

The sitei is one of the few underimproved properties in the vicinity. The development ofthis tracl is an infill of an otheiwise mix-density residential neighborhood.

J¡

The~it~islevel and .is not located in a slope stability study area, high erosion hazardarea, -oJ!afault-rupture study zone.

,ì

TJij;iér;:rlrnent of Building and Safety, Grading Division, has conditionally approved theJrfJçtlll'r.Th§,Soils and geology reports for the proposed subdivision were found to be

a(jequa~.9ythe Grading Division of the Department of Building and Safety. ,, ,(e)T, H, F"""PE¡I,GN,OFTHE S, UBDIVISION AND THE PROPOSED IMPROVE, M, ENTS,ARE

NOLLlKELY ,TO CAUSE SUBSTANTIAL ENVIRONMENTAL DAMAGE OR-. SQB$T1NJ1ALLYANDAVOIDABLYlNJURE FISH OR WILDLIFE OR THEIR HABITAT.

,

Thelqit$1 Study prepared for the project identifies no potential adverse impact on fishor~ldlTt~ resources as far as earth, air, water, plant life, animal life, risk of upset areconcen~d.

,.ji:Prtfieif'ore,Jhe prqject site, as well as the surrounding area is presently developed withstructur~s and does not provide a natural habitat for either fish or wildlife.

i

In light of the above, the project qualifies for the De Minimis Exemption for Fish andGame ft¥s (AB 3158)

i

(f\TH'-l:'--D-t:'bl~Kl-Oi: Tl...U= 81'8DI\ - -S I r\"" 1 /I in TU 0 r' C'n.. f"\ ie _'-C' - -Rr\'1 .,'~_'.."'v,', " ".~ u ,\II ,v",.Nu ",E,ROPvSLul,v1PRuvi=MENlvA i=, NOTUKiE Y TO CAUSE SERIOUS PUBLIC HEALTH PROBLEMS., ,

_.-_''' I,"

There ?kpear to pe no potential public health problems caused by the design orimpÚJ,\Ìeitent6f the proposed subdivision ' ,

,". .1

Thedey~iopmerit is required t9 be connected to the City's sanitary sewer system, wherethe sewape will be directed to the LA Hyperion Treatment Plant, which is currently being


upgraded to meet Statewide ocean discharge standards. The Bureau of1Engineeringhasreported that the proposed subdivision does not violate the existing California WaterCode because the subdivision will be connected to the public sewer system ahd will haveonly a minor incremental impact on the quality of the effluent from the HyperionTreatment Plant. .

(g) THE DESIGN OF THE SUBDIVISION AND THE PROPOSED IMPROVEMENTS Wi IINOT CONFLICT WITH EASEMENTS ACQUIRED BY THE PUBLIC AT U\RGE FORACCESS THROUGH OR USE OF PROPERTY WITHIN THE PROPOSEDSUBDIVISION

"No such easemefitSBrê'kMown to exist Needed public access 10rr6ãdsåf1utiltieslliHbe acquired by the City prior to recordation of the proposed tract.

(h) THE DESIGN OF THE PROPOSED SUBDIVISION Will PROVIDE, TO THE EXTENTFEASIBLE, FOR FUTURE PASSIVE OR NATURAL HEATING OR COOLINGOPPORTUNITIES IN THE SUBDIVISION (REF. SECTION 66473.1)

1). In assessing the feasibility of passive or natural heating or cooling1 opportunities in

the proposed subdivision design, the applicant has prepared! and submitted

materials which consider the local climate, contours, configuratiori of the parce!(s)to be subdivided and other design and improvement requirement$.

2), Providing for passive or natural heating or cooling opportunities will not result inreducing allowable densities or the percentage of a lot which may' be occupied bya building or structure under applicable planning and zoning in effect at the time thetentative map was filed,

3). The lot layout of the subdivision has taken into consideration the m!aximizingof the

northfsouth orientation.

, ,+)"j''fhetopØgaPhY~of tme site has been' 'Considered in theinaJ(Í!'izat~ô'OfTJ~we-Ðnatural 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 pu~poses and theheight 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.501S9.

M.årk"W, i"no..gron db2'Ad~soryAgency~~EMILY GABEL-LUDDYDeputy Advisory Agency

r

TENTATNE¡TRACT NO. 50189!

Page 17

EGL§¡F!i1f:m.. ',' 1

Note¡;I¥y?U "¡ish'tofile an appeal, it must be filed within 1 0 calendar days from .the decision'.. ciatea~rlotèdjnthis letter. For an appeal to be valid to the City Planning Commission, it must, beb'CCPtedfas complete by the City Planning Department and appeal fees paid, prior toexpiration of the above 1 O-day time limit. Such appeal must be submitted on Master AppealFo.rm No.. Cpt7769 at the Department's Public Offices, located àt:

Figuero* Plaza, 201,N. F¡igueroa St,. 4th Floor

, ,.losAngtles, CA 90012, .2,13.482,7077

,~;~i~;';c~~~~i:*t~:~::,':,.:;,,;,:.;;;-:4 ." _.

Marvin Braude San FernandoValley Constituent Service Center6262 Van Nuys BI., Room 251Van Nuys, CA 91401818.374.5050 .

Forms ~re also available on-line at ww.lacitv.orq/pln.

The time, in which a party may seek judicial review of this determination is governed by

c:aliforni~ Code of Civil Procedure Section 1094.6. Under that provision, a petitioner mayS,eøkjudicial review of any decision of the City pursuant to California Code of CivilPr°cèu~eSection 1094.5, only ifthe petition for writ of mandate pursuant to that sectionisfileidnQ later than the 90th day following thedate on which the City's decision becomesfinaL. ¡

i,

If¥oup¡iye any questions, please call Subdivision staff at (213) 978-1330.

n:fract-elte"rs (O~-21-05)J

i. ~- i. ---u ~-----r--lu--~i- v --..----.. -~(-y't I -t'-ULl-~..~--..' M-:~l--O ~-:l-v I ~~:-~~v:t~ ~i-"a

FORM GEN. 160 (Rev. 6/80) CITY OF LOS ANGELESINTER-DEPARTMENTAL CORRESPONDEfI"E

Date: September 22, 2005

From:

Mr. Con Howe, DirectorDepartment of City PlanningA;.~~::r l1~ut: Advisory Agency

~dt(~d Ye~~erLand Development GroupBureau of Engineering

To:

Subj ect : Tentative Tract Map No. 50189 Transmi t tal of Map.

Transmitted is a print of tentative map of Tract Map No. 50189 lyingsoutherly of La Maida Street and easterly of Klump Avenue in CouncilDistrict NO.4.

This map has been filed for a 12-unit new residential condominiumpurposes. The subdivision layout is satisfactory as submitted.

Tentative Tract No. 50189 covering same areaapproved by you on May 29, 1991 however; arecorded prior to expiration of the time limit.

as this tractfinal map was

wasnot

There is an existing sewer available in La Maida Street adjoiningthe subdivision. The construction of house connection sewers willbe required to serve the tract. This tract will connect to thepublic sewer system and will not result in violation of theCalifornia Water Code. I therefore recommend that you make thenecessary determination.

I recommend that the tentative map of Tract No. 50189 be approved,subject to the standard conditions issued by your department and thefollowing special condition:

That the following improvements be eitherthe recordation of the final map or thatsui tably guaranteed.

constructed prior tothe construction be

a) Improve La Maida Street adj oining the tract by theconstruction of concrete curb and gutter including anynecessary removal and reconstruction of the existingimprovements satisfactory to the City Engioneer.

Any questions regarding this report should be directed toMr. Georgie Avanesian of the Land Development Section, located at201 North Figueroa Street, Suite 200, or by calling (213) 977-6335.

EY!GA!gtH: \ldg3\gtWP356

Ene.

cc: Valley Engineering District Office

Fax: (626) 826-7622

DEPARTMENT OF

CITY PLANNING200 N, SPRING STREET, ROOM 525

Los ANUI (5, CA 90012-4801

:ITY OF Los ANGELL .JCALIFORNIA

EXECUTIVE OFFICES

CITY PLANr-ING COMMISSIOr-

MABEL CHANGPRHIDENT

DAVID L. BURGVlcr-PRESIDfNT

JOY ATKINSONERNrSTO CARlJNAS

MARY GEORGEMICHAEL MAHDESIANMITCIHLL B, MENZERBRADLEY MINDLINTHOMAS E. SCHH

JAMES K, HAHNMAYOR

GABRIFI F WILLIAMS TTCOMMISSION HEU.. TIVE ASSISTANT

(21 JJ 978-1300

-'.,.; C-'-',

CON IIOWEDIRECTOR

(213)978-1271

-': (~, n,::;,- i FRANKLIN 1'. EBFRHARD

os JUi128~ . .;':,:::',i'lll s: 29

DEPUTY DIRECTOR

12131978-1273

CORDON g, HAMILTONIJEPUTYDIRECTOR

:2131978-1272

ROBERT I!. SUlTONDEPUTYDIR(C1DR

(213) 978-1274

rAX,:213ì978-1275

FEEINFORMATION12131978-1270

www,lacity_orgfPLÎ'1P G~ID~,-'

'JUl 2 0 2005Filing Notification and Distribution

June 12, 2005DATE OF FILING AND MAP STAMP DATE

ADDRESS 11218-11224 La Maida Street

COMMUNITY North Hollywood-Valley Village

(X) COUNCIL DISTRICT NO,: 4

(X) Neighborhood Planning (Check Office below)

(X ) Valley( ) West Los Angeles

( ) Harbor

( ) Metro E/S

Department of Public Works

(X) Bureau of Engineering(X) Bureau of Sanitation

Department of Building and Safety

(X ) Grading(X ) Zoning

(X ) Department of TransportationDepartment of Water and Power

(X)Underground Design

(X)Real Estate

(X)Water System(X) Fire Department (mark "Fire")

The above tract has been filed with the Advisory Agency,

TENTATIVE TRACT MAP NO: 50189DEEMED COMPLETE AND

DISTRIBUTION DATE June 22. 2005

Hilside: ()Yes (X)No

( ) Community Plan Revision(X ) Department of Recreation and Parks(X) Department of Telecommunications

(X) Bureau or Street Lighting (No, P.S.)( ) Community Redevelopment Agency

See Counter Map) (No P,S,)

( )Animal Regulation (Hillside)(X) Housing Department(X) Board of Education (No P,S.)

(X) Los Angeles County HealthDepartment (No P,S.)

( ) City of Beverly Hills

(See Counter Map) (No PS,)( )Oan O'Connell (if in Mulholland Scenic Corridor)

(X) Imaging Services(X)GIS

The Advisory Agency will await your report and recommendation regarding the above matter for 39 days,:f we have fiot ïeceived a written (eport from you after 4û days from the date of fiiing, we wìÎi assume thatyou have no report to make,

Con Howerector of Planning~~

MIL Y GABEL-LUDDYDeputy Director of Pia ning

EGLjh

e-G~~i':Ð- CP-6300 (5/23/00) AN EqUAL EMPLOYMENT OPPORTUNITY _ AFFIRMATIVE ACTION EMPLOYER ~

,,-._,Tß~TAJ\VE. J~~oe 50uíß~- , -",,,.

"""";~"'";'~: ,:~..,. ''''~'''''''."",

C. PO IZ cotJ IX M IIJ Il) 1- (?QI2PDfE:ñ)" , ,'" ,,',,' '.,' ,,', ", ' Ikt'f4B 01T' OF' L. AN6iEL'Õ i S TA.TE OF ettI¡2 IA., 'eeINeA~(Jpj~(Vt9'/'O¡.¡.()ç: U1 I0M40 ,\l OFræT t)144 f'"'(Zri 'N ei~ 90 p~E. ~,.( Of MAFS iN T~5OttlCE. Cft: TRe;L.Oc:Ai-t:15 ~ouU1 ¡zrzl2

\1Pp.(2 eN LbW¡?f-ceJ,$Å~L. uc.e.veD LwiO 5Uri\Le~oi; L,'J,i:74! /ieo? HOW4,eO 5:;;F~ ' , ' WHl"tft€ 44. ;7iNOl. .~6Z- 9nfJ-l)§-70'3Z;J- ?73-/¿'7~ '

6Wf.e:g./~eDtV'OE.12', H'1t.L5HI.Æ l¡lvE,m;l1tflVr ¿t., ,,/,-1 w, "e¿,MIi;e 8¿vj).,M$AZIiOl1 CA. 9;'/05'Al.éÆ7' 5/I£.4F¿'2C. - 705 -l;¡;3"L

'lOtJltJEr'. iz~-I-Vl-lì15-æ,' IvT~PIJO: 11.~' \7~ (.., "Ti.S BrW:" G¡VIDE: 51SZ';: 3

~i:iA~:IO¡:QOD 0.'\. '1.~, AC,~A~" l'),OOOS,F,IliißMI'U LA Ml\lOA '?T

L.O-: A.iJC:eL5lsl CIA ,NO OAl1tE:laNO'í \~A. f'1~m ~w.~ DAi-Gi6/US Nlf\)~1C -;8IV612 ¡:Vb.ll.l: a. LA MÄ.IOA '?T

/-UMt? Of UM ITS \1 I P,IIS2.IL/NQ SPÁcæ r¿7- , ' (\c:E/!f:r¿ 5 fWIJO. 'l:i5?rOZA - OII,OI'l,AL.J Tj~ 'I l2MOVeD : LOS ANGELES DEPT..øITY PLANNING SUBMI1JFOR FILING

NTATIVE MAP

LI

laCI~3::

JUN 1 2 2DQ3

o REVISED MAP 0 FINAL MAP UNIT

o TIME EXTENSIONDEPUTY ADVISORY AGENCY

FILING FEE: DIVISION OF LANf\

BI,O'!"'T.

~I i,~fnÚ 'i~l~j".

CO~IC((.tIt:01\ 1/~- ...,1-1 ¡.. \ -~..., "-'I-.f

.I~' . .

*"

¡!it

, c:~q'.=::-_Y.

01'~ ¡

'r~!t,

§

100.0 I

,0'"

~\

'" "

N ßt'l~\":,"f

I'f,'

~""',"'"

c.,

'"~.~

::\...

..lie,? __

QtE titt-TOC

00..""'",~1: '..II -r-aá_._

'ò1~H"LE FA.I0IL~Dw /: tJG¡

"" ''''¡oktIIH~I..~\! f'Q:' 1r.~

Ti: ee iU.'MO\lt;D

01t-GiLEf~f'iL."iDWeLLIl\!q

~t.J)'fti fìi,l'Wft,''-.¡,

:2To Be.

~lvöYEWUL,MSll ...

~" /..0. o ~6'\$

.,. bTOti'1=

~..I -. ¡.."", .~.r

(;1

/ W oo.Cjr£Ë. '.'L!.i.:'u . ..'i

('''. --~'.

r-

'\O",llllllolL..e~

t "-0~ "\ \. Iou100,00' ¡'\

l +, Tt~, - ~"'Tr'~c

I'" "= i"''''. 4~e ~~.'

i

~--Tllri i.i.'74&

ei'!,' ~~A¿¿ll Ltwæ-J.~MM.\L L,i:. lò74'ô

oo:).,1i

II~cl

~3\LJIJ

'Z;" ~

. .i.t, .. '~ '

.,.

AP/èlt. 200';'':~ i":: 'l'

..~10

,i, '

,Î,~:,ui

's'~

,~. -i rr:l,lut-IO

0.1,'

"u.

A,I'2

..

.. ""'"'''

'-.-

..'3'".01_ r-

i ~U '" -t:~7.".. 'u :

~r..~%t'¡"lil:"~-~ J RU' '\ t,HrA& .. ;Ii

Lito e.i'O.

Tw_V 'Wo.-o'2:O..OJ

~IK uiD :& 'Z'" L\-- :i!! :1:; qI

7.):

\11C.1t-11"1 MAPUllr Tri C,(',A i i=

:,N" ~

.? ~~~E~i'~'- "' 2998 I 50 'I

- - - - - - ëJ\~ÃRii T ã- - - - - - - - - - - - ~ - - - - - - - - - - - - - - - -- -~~~2çr~ - - - - ~ - ~ - - - - - - - - - - - - - - --ir 56 áS ~ ~ g ~ &5 g~ i2 ~;r g ß ~:r &si-CF 63--;:' £-.~¿~ e NS-=,t-;- ;~-i- U ê Ë~4f -\0-1- - - -I-~- -c e6J-;Ö - -1- ';::~l:l- --iI- -c-£ ;;_; - - -:-7-;4;;st5!~.,-;:- -c -l ~-~7 - - -1- C£ ~-~ :t~ -'C1- - e' E--.J~j\.':') (10) \~\iì (10) \":o;ì ~ (1.,0) , I ~ \':I.ì ~ \';ì (106) fOO.06 (IDC)'" ~'" Ie: ~ I ~ ,~ ~ ~ ~I ~ Ç!~~ls~~1 ~ ;;

E ¡iT !, ~ ! ii ~l :11 J i ~"""i. ~ . ~ f ,ø ø ø I ø ! ø 11 ø:e ø 1, ø :e ø 12 ø Si: '::.In I ~~ I, ~-- T~~~106 '" t ;~;:Ol' '"~ i \';\)j10i ' ,

i

i

ø 3~ ø

i

i

~ it!i

;i\1

,

iQlil

~¿ ~,~~~

~il

~~

~~

50 50

C'87-287 1-U5Ã92°-~C £ 80-89, C £ 00-92...' .(50) ~

~

C£80-907C £ 80-8 ~_

C £ 80-577C f" eo-/o fL

. (50)

'I~ -~ ,~~

C £ 80-9/

I, '~ 1~ ,

~il

Ril ~

\1

- ~.l ~

~\1

~il

FR FR FR FR FRFRFR FR

83 79FR

86 85 82 81 808487

'J0487004866-"

54.79

04867M B 62-3

0486550

(65.2D) 04861 2~M B 90-46~ V-d FR CD ~ i 6235 I

33~613 :è~~~ i~ !/.. 3 k~ ~ t 0 1'27 62

53 ~ ~ £! I89-290400 J

M B 193--82

36 ! 35

5353

5 39 37 3438 'J

53 ill ~L~~ :

:; ;~ ~

~il

~ I54.7B ;:

8 PEACH GROVECAL£XICO ST ORO 49124

54.7 I 53

~ Ii

:

~ I53 67.20

~~ : ~ ~ ~~

~~\2 : ~'

~~ I ~

~ ! \1 ' ~ ~ i il ~~i ,

, 27 28

+ ';R~

I 31 32 0 0 22, 26 30 , ~ Q S04840

~~,. M B 90-4604838

54.75 04841----~-- -- --04850 04839

04858 M B 93--82 1 04833

i 23 22 21 I 20 I 19 18 17 ~0 21 0

¡Q Q

~ ~I

~ I

,:: ~ ~ ~

~ ~ ~ i 1\il~ i

~ \1 il "54.75 53 53 67.20

ow LA MAIDACLIO ST ORO 49124

54.75 ~ 53~ i 53 ~

53 53

; I

53 67.20~ ill \1

u ro ~ ~ '"~ I ~ §

1\'" " ~

~

!m ~

1 il0 ~,

1 S Slf , 0S i 0 0 0, 10 11 12

Do 14 15 16 Q ~ 8 Q

1"'-

I

::

-~- '"M B 90-46u- A ro

531 04821 1-5

54.74 I ---53 !

i

M B 93-821

7 ro 6 ~ 5 ~ 4 ~ 3 2 ;i 1 ~ . 7. ~ " ~,, ,, '"¡¡

m¡¡ ¡¡ S

,,Q Q Q ~~ Q

~k ~ ~~ I

~~

~

~~~~~ 1t ~ ~

~¡;lJ~~ ~ ~¡~ ~ ~ -I ~ \1 !3 ~

54.72 53 I~

53 67.20

- ~ - -

~Q

~~ ~

130 ""~ ~ ~.

" ~ il~

~"

,"¡:

TR 33719-( ~ ,,

~ ~ ~FR FR 0

~ ~ L T 1~, 19 18 " 0~ ~~

M B 896-58/59~ ~~ I~

5' P U l" ~-- -- ___£___149.96 ----::\:ì

ii i

\~"'ì '"'l

'"

,

1M

" '"I'

i i

i) i ø ø 1

GJ (i i GJ

26 2'" 2ß ..,

i¡

i i

~ i ~ ~~ SiltA" , ~ ~

\~\ìì ~~ I ~

~\iì ~ , '" "0 5Q

50

w::..

10_1

riuJ

~..il

~9

i

i

tJ CD ø

~ '~"

50 \~ì 10

9124-

m

;t~i,

~I

57 1,/í

,

m

;¡~"

Æ7~ I

56 ~ I

ul ~~ I-~~ ..~ I~ -c~'-

i

56

62 .qi-

62 "í

60

.NOi.

D- f\2::: ~-- ~Y: ~

60

i

ø 3p

i

i

~

~ '

U5\ø~,\r I~ -- (S

~ i£l ~i ~50 50.9550

N!:

~il

~.. ST o""

m 0M """"

50

~ I~il

~~ ~~ ;;

50 50.90

~~

~~~il

FR

78N ~00 ~2. ;g 77 74 73 ~

~76 75

M B 62 3

(50)51

04867

50 50.7250.72

50

200.1.

)w""

34 cb

S (J S 8w ~'" ~

~

"'""

i. ¿, 29~ mI: ~ ~ m ~t, 9

TR 48227-CLT 1

M B 1169-55/56~ ~

~ '"~

~~

200.10 50.635'

ST a"'

~w

I~~ 84.04

~50 50 , 50..57N

'1 m ~ ~ ¡g!,?u " " il il \1 ~

I:n ! ~

, l£', CO m ~ 0 aN -!"

m 25 26 27 28, ~ ~ ~N ~ m

:

CO -- w,~ '" T 8194~ 50.4850.02" 0: _._--"_. ---

1

d ~ 50 ,~ M B 90-46 I

I

l019 18 17 16 15 S"d ~

~~ - " ~ ~ I~

,1 §~ ~I il~ 1\1""34.01 50 ¡' 50 50.39

¡:

~iJ

~o'-

5T aw

51 50I 50.33g'~ ,

~"

liBl~ ~ ~~ i~~-- ~ !""

,0

9 10 11 12, 0~ 13 14 ~

M B 90- 6,

04B1404807

50 50 --~~..-,----.

ø FR fR04810

~1 ~t~i 5 ~ 4 ~ 3 2 ~ 1~ ~ ,,~

~ g ,, gi ~,,

g Q ~ø ~I~ ~

~ ~ ~ ' ~~" il

(50)il

(50)ill !:

51 50 50 50.13Ir , "7

M Bi

i

~3

4r-53

~2 øi

øø ø

50~~

82 ~~

81

"~,.~'" ~

5.5.05 75

¡g HUSTON

~c:

/' 54.95 'q'Ý-: ~ ~~

75

~~~

66 ~ 67

M B 11

75. m----50 I I

~ 65

~ ~ I64 63

t)'i

~~~

30.05

s:¡i i ~'l I ~

~

~50

"'w LA MA

'"'"v~

29.95 50

"'0~

~" s:~~,

,~ 33 '"ê'

34 35

ciw~o--LL----Wm

50

04808

0'.806

04804M E

~ 32 ..~ N¡i

31 30wo~~

o"~

50s~

FR

10

!OQ-----

øi

*I

3,5

i

i

Gø

::i~

, i

~~il ~ '"~ ~

D.M. .'8 ß 1'3

,",

"

CITY PLANNINGCOMMISSION

~ITY OF Los ANGEL_""CALIFORNIA

LES HAMASAKIVICE-PRESIDENT

DEPARTMENT OF

CITY PLANNING

MARNA SCHNABELPRESIDENT

ROOM 561, Ciry HALL200 N. SPRING ST_

Los ANGELES. CA 9012.4801

ROBERT L SCOTT

SHELLY S. SUZUKIANTHONY N. R. ZAMORA

CON HOWEDIRECTOR

RICHARD J. RIORDANMAYOR

FRANKLIN P. EBERHARDDEPUTY DIRECTOR

(213) 237. i 986RAMONA HARO

SECRETARYf'(L liE 8. ",,-,-,-i~iili ~~-~~'1

DECISION DATE: MAY 3 1 1994

ROBERT H. SUTTONDEPUTY DIRECTOR

(213) 237-1818FAX (213) 237-0552

(213) 485-5071

Board of Public Works (with file)

Albert Sharof and Shlomo Hillel15010 Ventura Boulevard, Suite 337Sherman Oaks, CA 91403

Lawrence J. Schmahl9901 Paramount Blvd., Suite 105Downey, CA 90241

Re: Tract No. 50189Council District No. 4Existing Zone: R3Community Plan: North Hollywood

EXTNSION OF TIMECORRCTION LETfR

On May 29, 1991, the Advisory Agency conditionally approved this tentativetract. In accordance with the provisions of Section 66452.6, Article 2,Chapter 3 of the Government Code, and Section 17. 07-A and OrdinanceNo. 157,612 of the Los Angeles Municipal Code, the Advisory Agency herebygrants a time extension, from the decision date for the recording of thefinal map of Tract No. 50189, located at 112l8-11224 La Maida Street in theNorth Ho 1 lywood community.

Pursuant toadd it ion a 1

extension.Mav 29. 1999granted.

Senate Bill 428, which became effective on September 13, 1993, an24 months is hereby added to the Advisory Agency's 3-yearTherefore, the new expiration date for the subject tract isand no further extension of time to record a final map can be

Mitigated Negative Declaration No. 90-0954(SUB) has beenCounty Clerk for this tentative tract map and was certifiepAgency on May 8, 1991 as required by the provisions ofEnvironmental Quality Act of 1970.

filed with theby the Advisorythe California

Con Howe NOTE: IF THRE IS A (T) OR (Q) ZONEASSOCIATED WITH YOUR TRACT,THE TENTATIVE TRACT EXTNSIONWILL NOT EXTEND TH ZONECHANGE APPROVAL. AN EXTNSIONOF THE ZONE CHANGE IN THE (T)OR (Q) IS A SEPARATE REQUESTFROM THE PLANNING COMMISSION.

M"~'~~ 17DARRYL L. FISHER -Deputy Advisory Agency

DLF:PB:mjd

cc: Board of EducationMSC0907. SUB/SUBDIV /MISC

AN EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER ay,RecycloNe.. ma ~() re wa:" ~o

CITY PLANNINGCOMMISSION

CITY OF Los ANGELESCALIFORNIA

LES HAMASAKIVICE-F'RESIDENT

DEF'ARTMENT OFCITY PLANNING

MARNA SCHNABELF'RESIDENT

Roo,, 561. CITY HA,U..

200 N. SPRING ST.

LOS ANG~i-.ES. CA 90 12..480 1

ROBERT L~ SCOTT

SHELLY S. SUZUKIANTHON': N. R.. ZAMORA

CON HOWEDIRECTOR

RAMONA HAROSECRETARY

RICHARD J. RIORDANMAYOR

FRANKLIN P. EBERHARDDEPUTY DIRECTOR

(213) 237-1986'.H::~"ii; J.. rA.LLO"

OEP' 'TY ~ Re6=8R

DECISION DATE: HAY 0 5 1994.

ROBERT H. SUTONDEPUT DIRECTOR

(213) 237.1818FAX (213) 237-0552

(213) 485-5071

Board of Public Works (with file)

Albert Sharof and Shlomo Hillel15010 Ventura Boulevard, Suite 337Sherman Oaks, CA 91403

Lawrence J. Schmahl9901 Paramount Blvd., Suite 105 'Downey, CA 90241

Re: Tract No. 50189Council District No. 4Existing Zone: R3Community Plan: North Hollywood

EXTNSION OF TIME

On May 29, 1991, the Advisory Agency conditionally approved this tentativetract. In accordance with the provisions of Section 66452.6, Article 2,Chapter 3 of the Government Code, and Section 17. 07-A and OrdinanceNo. 157,612 of the Los Angeles Municipal Code, the Advisory Agency herebygrants a time ext ens ion, from the decis ion date for the recording of thefinal map of Tract No. 50189, located at 11218-11224 La Maida Street in theNorth Hollywood community.

Pursuant to Senate Bill 428, which became effective on September 13, 1993, anadditional 24 months is hereby added to the Advisory Agency's 3-yearextension. Therefore, the new expiration date for the subject tract is May29, 1997 and no further extension of time to record a final map can begranted.

Mitigated Negative Declaration No. 90-0954(SUB) has beenCounty Clerk for this tentative tract map and was certifiedAgency on May 8, 1991 as required by the provisions .ofEnvironmental Quality Act of 1970.

filed with theby the Advisorythe California

Con Howe NOTE: IF THRE IS A (T) OR (Q) ZONEASSOCIATED WITH YOUR TRCT,TH TENTATIVE TRCT EXTNSIONWILL NOT EXTND TH ZONECHAGE APPROVAL. AN EXTNSIONOF TH ZONE CHANGE IN TH (T)OR (Q) IS A SEPARTE REQUESTFROM TH PLANNING COMMISSION.

Ad~~~DARRYL L. FISHER ~Deputy Advisory Agency

DLF:PB:mjd

cc: Board of EducationMSC0907. SUB/SUBDIVjMISC

AN EQUAL EMPLOYMENT OPPORTUNIT - AFFIRMATIVE ACTION EM PLOVER RI'~"iàøu'á..""f8_ ~

i,i

¡

Jf ~,I,TY " ~F ~!:~O~Ni~Ntl'l

~-sCITY PLANNING

COMMISSIONDEPA.RTMENT OF

CITY PLANNING.' . ROOM 561 CITY HAl__

200 N SPRING 5,

LOS ANGELES. CA 900' 2.480'

WILLIAM G LUDDYPRESIDE1\T

." .~ ,'_.c

JHEODORE STEIN. JRVICE-PRESIDENT

-1111111E' \

"'rJ "'""j . ,"". ¡," ' " ~"''l'"". ~ ;"::.' .;,; I.-

"~";':"~__ .". - -/.f:.,,;,.".-.-.".-:.,

MELANIE 5 FALLONDIRECTORWilLIAM R. CHRISTOPHER

SUZETTE NEIMAN

FERNANDO TQRRES-GIL TOM BRADLEYMA YOR

FRANKLIN P EBERHARDCHIEF DEPUTY DIRECTOR

RAMONA HARDSECRETARV

(213) 237- i 986ROBERT JANOVlelDEPUTy DIRECTOR

ROOM 503, CITY HALL(213) 485-507 ¡

ROBERT H. SUTTONDEPUTY DIRECTOR

(213) 237-1818FAX (2 i 3) 237'(552

DECISION DATE: MAY 2 9 1991

Albert Sharf and Shlomo Hillel15010 Ventura Blvd.. Suite 337Sherman Oaks, CA 91403

Law,-ence J. Schmahl,9901 Paramount Blvd., Suite 105Downey, CA 90241

Re: Tract No.: 50189Council District: 4Existing Zone: R3Community Plan: North Hollywood

In accordance with provisions of Section 17.03 of of the Los AngelesMunicipal Code, the Advisory Agency approved Tentative Tract No. 50189composed of one lot, located at 11218-11224 La Maida Street west of BellflowerAvenue for a maximum new 12-unit condominium as shown on map stamp-datedNovember 6, 1990. This unit density is based on the R3 Zone. The subdivideris hereby advised that depending on the number of habitable rooms, theMunicipal ~()d-, m_a)f not permit thJ_s rn".imum approvecJ d-"Il~' Therefore,verification should be obtained from the Department of Building and Safetywhich will legally interpret the Zoning Code as it applies to this particularproperty. The Advisory Agency's approval is subject to the followingconditions:

1. That prior to recordation, satisfactory arrangements be made with theDepartment of Transportation to assure that:

a. Vehicular access be limited to one driveway with a minimum drivewayand clear drive aisle width of 20 feet.

b, A parking and driveway plan be submitted to the Citywide PlanningCoordination Section of the Department of Transportation forapproval prior to submittal of building plans for plan check bythe Department of Building and Safety.

2. That prior to the recordation of the final map,prepare and execute four copies of a covenant andDepartment General Form CP-6770) in a mannerDepartment of Building and Safety and the Planningthe subdivider and all successors to the following:

the subdivider willagreement (Planningsatisfactory to theDepartment, binding

a. Limit the proposed development to a maximum of 12 dwelling units.

b. Provide a minimum of two covered off-street parking spaces perdwelling unit plus l guest parking spaces per dwelling unit which

AN EQUAL EMPLOYMENT OPPORTUNIT - AFFIRMATIVE ACTION EMPLOYER(J~armi1rræWi í6tJ

TRACT ~O, 50189 Page 2

shall bereserved

readily accessible,for guest parking.

conveniently i oca ted and specifically

c. Tandem parking spaces, if any, shall be assigned and reserved atthe ratio of one dwelling unit for each set of tandem spaces.

d. Guest Par!(i~_g. If guest pai'kingi'esponse system shall be installed atparking spaces shall be clearly posted,not be used for guest parking.

spaces are gated, a voicethe gate. Directions to guest

Tandem parking spaces shall

e. Install withinor electronic)res idents.

the projectto reduce

anthe

ai i'ai i'

filtration systemquality effects

(either charcoalon the PI'Ojcct

f, That prior to issuance of a cei,tificate of occupancy a minimum6-foot-h igh s I umpstone or decorative mason ry wa II shal i beconstructed along the easterly property line, if no such wall alreadyexists, except in required front yards.

g. To mitigate the unavoidable loss of desirable trees on thesite, the subdivider shall replace all trees that require removal andare 12 inches or more in diameter (six trees) on a 1: 1 basis with aminimum of 24-inch box trees in the parkway and/or on the site, tothe satisfaction of the Street Tree Division of the Bureau of StreetMaintenance and the Advisory Agency prior to the issuance of acertificate of occupancy. The Street Tree Division shall be notifiedof the commencement of grading operations not less than 10 days inadvance.

h. Lighting All lighting shall be shielded and directed onto thesite and no floodlighting shall be located so as to be seen directlyby the adjacent residential areas. This condition shall not precludethe installation of low-level security lighting.

i. That the subdivider consider the use of natural gas and/or solarenergy and consult with the Department of Water and Power andSouthern California Gas Company regarding feasible energy.

J. That a solar access report shall be submitted to the satisfaction ofthe Advisory Agency prior to obtaining a building permit.

That a summary of the solar report approved by the AdvisoryAgency be submitted to the State Department of Real Estate (will besubmitted by the Advisory Agency).

That a summary of the solar report will be provided to purchasers ofthe proposed subdivision.

3. Open space

Open Space Definition: Usable open space for the purpose of thissection shall be defined as private and/or common open areas withrecreational amenities open to the sky (except that structu res mayproject no more than three feet into an open space area provided thatthere is at least ten feet of clearance underneath) which are designedand intended to be used for active or passive recreation purposes.

TRACT NO. 50189 Page 3

A minimum of 100 square feet of usable open space shall be provided foreach dwelling unit. Parking areas, driveways, front yard setback areas,and rooftops shall not be included as open space. To be considered asusable open space the project shall meet the following criteria:

A. Private Open Space: Patios and yards (located at ground level orthe first habitable room level) which are part of a single dwellingunit and are enclosed by solid screen material at least four feetin height may be included as usable open space provided said ai'eashave a horizontal dimension of at least eight feet and contain atotal area of not less than 150 square feet.

Private open space areas may not count for more than 50 pei'centof the total required open space, as well as more than 100 squarefeet per unit (RD1,5 or less restrictive zones).

B. Common Usable Open Space: Each common usable open space areashall have a total area of at least 400 square feet and shall havean average width of 20 feet with no width less than 15 feet at anypoint. Side yard and rear yard setback areas shall be at least15 feet in width.

Recreation rooms at least 600 square feet in area may qualify ascommon open space, but shall not exceed more than 25 percent oftot a i open space req u ired.

Common open space areas shall incorporate recreational amenitiessuch as swimming pools, spas, picnic tables, benches, tot lots,ball courts, barbecue areas, sitting areas, etc. to the satisfactionof the Department of Planning. (Note amenities that meet theDepartment of Recreation and Parks specifications pursuant toSection 17.12F LAMC may be credited against fees requii'ed underSection 12.33 of the LAMC).

A minimum of 50 percent of the common usable open space areasshall be planted in ground cover, shrubs or trees and shallinclude at least one 24-inch box tree for every three dwelling units(Trees shall be planted within open space areas). An automaticirrigation system shall be provided for all required landscapedareas. Landscaped areas located on top of a parking garage or deckshall be contained within permanent planters at least 30 inches indepth (12 inches for lawn/ground cover) and properly drained.

C. Noise Impact Mitigation.such as swimming poolsimr-ed¡ate!y adjacent tothe Planning Department.

(Optional) Active recreational uses,and barbecue areas, shall not be locatedresidential uses, to the satisfaction of

4. That the Quimby fee be based on the R3 Zone.

5. That satisfactory arrangements be made with the cable televisionfranchise holder for this area in accordance with policies adopted bythe Department of Telecommunications to assure that cable televisionfacilities will be installed in the same manner as other requiredimprovements. Refer to the Los Angeles Municipal Code Section 17.05N.Written evidence of the arrangements made with the applicant must be


submitted by the cable company to the Department of Telecommunications,Room 600; 120 S. San Pedro Street, Los Angeles, CA 90012, (213) 485-7969before the condition can be cleared by the Department.

The current cable television holder for this area is:

Centu ry Southwest CableTelevision, Inc.(Westside System)2939 Nebraska Ave.Santa Monica, CA 90404Telephone: (213) 829-2676Kyle Smith, Gen. Mgr.

6. Violations That prior to recordation, the Depai'tment of Buildingand Safety certify that there are no Building or Zoning Code Violation.Special attention shall be given to the provisions of Section 12.10.C4 ofthe LAMC.

7, That prior to recordation of a final map and after all the otherconditions have been cleared, the subdivider shall apply for asupplemental permit No.3 from the Department of Building and Safety, orthat a registered "i', engin_ee-i, architect or licensed land ,,urveyor

c:ertifies tha- the appli,,-,_nt has not requested i3 p.E_rmjt for apartmeii.If a building permit has been issued for apartments, the registered civilengineer, architect or licensed land surveyor shall certify that applicabletract conditions have been included into the building plans submitted tothe Department of Building and Safety for appl'oval.A-l of !be appli-iabletract conditions shall be stated in full on the building plans submittet() -the Q_,=par-tment-of äi:g -and- SafeJ:y, - These a; Co':-ditionsNos. 2a-e, 2h and 3, which shall be verified by the Advisory Agency.

If building plans have not been prepared, the applicant shall identify aregistered civil engineer, architect or licensed land surveyor who,through a covenant and agreement shall be obligated to providecertification, prior to the issuance of a Certificate of Occupancy,that the foregoing mitigation items required by Conditions Nos. 1, 2b-i,3 and C-5 have been complied with. This Covenant, which shall besigned, by both the applicant and the Civil Engineer, shall run withthe land. Should the applicant choose to change the previously designatedprofessional or should the land be sold, such covenant may be terminatedonly after a new covenant and agreement is recorded guaranteeing thatsuch a professional (to be identified) is available to certify thecontinuing implementation of the above-mentioned mitigation items.


C-1 That approval of this tract constitutes approval of model home uses,including a sales office and off-street parking. Where the existing zoningis (T) or (OJ for multiple residential use, no construction or use shall bepermitted until the final map has recorded or the proper zone has beeneffectuated. If models are constructed under this tract approval, thefollowing conditions shall apply:

a. Prior to recordation of the final map, the subdivider shall submit aplot plan for approval by the Division of Land Section of theDepartment of City Planning showing the location of the modeldwellings, sales office and off-street parking. The sales office mustbe within one of the model buildings.

b. All other conditions applying12.22A, 10 and 11 and Sectioncomplied with satisfactory to the

to Model Dwellings under Section17.050 of the Code shall be fullyDepartment of Building and Safety,

C-2 That prior to recordation of thearrangements with the Housingdevelopment in accordance withMunicipal Code relating to lowAuthority shall transmit a copyEngineering and the Department of

final map, the subdivide,- shall makeAuthority for- certification of theSection 12.39A of the Los Angeles

and moderate housing, The Housingof its determination to the Bureau ofBuilding and Safety.

C-3 The subdivider is hereby advised that the City Engineer will certify themap as being correct only with respect to the areas shown on thetentative map. The City Engineer will not certify as to the accuracy oras to compliance with local ordinances of any division of air space whichmay be shown on additional sheets of the final map.

C-4 Prior to the recordation of the final map, the subdivider shall payorguarantee the payment of a park and recreation fee based on the latestfee rate schedule applicable. The amount of said fee to be established bythe Advisory Agency in accordance with Section 17.12 of the Los AngelesMunicipal Code and to be paid and deposited in the trust accounts of thePark and Recreation Fund.

C-5 That a landscape plan, prepared by a licensed landscape architect, besubmitted to and approved by the Advisory Agency in accordance withCP-6730.

i n the event such a plan is not completed priormap, the subdivider shall record a covenant andCity Planning Department to submit such aDepartment fer approval t- ''"' t? ct_taining any

to the recordation of the finalagreement satisfactory to theplan to the City Planningbuilding "". gra-9¡nSLE?rmits.


S- 1 (a) That the sewerage facilities charge be deposited prior to recordationof tne final map over all. of the tract in conformance with Section64.11 ,2 of the Municipal Code.

(b) That survey boundary monuments be established in the field in amanner satisfactory to the City Engineer and located within theCalifornia Coordinate System p,'ior to recordation of the final map.Any alte,'native measure approved by the City Engineer wouldrequire prior submiss,on of complete field notes in support of theboundary survey.

(c) That satisfactory arrangementsand the Power System of therespect to water mains, firepublic utility easements.

be made with both the Water SystemDepa,'tment of Water and Power withhyd,'ants, service connections and

(d) That any necessat'y sewer, street, drainage and street lightingeasements be dedicated. In the event it is necessary to obta,noff-site easements by separate instruments, "ecords of the Bureau ofRight-of-Way and Land shall verify that such easements have beenobtained. The above requirements do not apply to easements ofoff-site sewers to be provided by the City.

(e) That drainage matters be taken care of satisfactory to the CityEngineer.

(f) That satisfactory street, sewer and drainage plans and profiles asrequired, together with a lot grading plan of the tract and anynecessary topography of adjoining areas be submitted to the CityEngineer.

(g) That any required slope easements be dedicated by the final map.

(h) That each lot in the tract comply with the width and arearequirements of the Zoning Ordinance.

(i) That 1-foot future streets and/or alleys be shown along the outsideof incomplete public dedications and across the termini of alldedications abutting unsubdivided property. The 1-foot dedicationson the map shall include a restriction against their use for accesspurposes until such time as they are accepted for public use.

(j) That any 1-foot future street and/or alley adjoining the tract bededicated for public use by the tract, or that a suitable resolutionof acceptancy be transmitted to the City Council with the final map.

(k) That no public street grade exceed 15%.

TRACT NO, 50189 Page 7

S-2 That the following provisions be accomplished in conformity with theimprovements constructed herei,,:

(a) Survey monuments shall be placed and permanently ,referenced to thesatisfaction of the City Engineer. A set of approved field notesshall be furnished, or such work shall be suitably guaranteed,except where the setting of boundary monuments requires that otherp roced u res be followed.

(b) Make satisfactory ari'angements with the Department of Traffic withrespect to street name, warning, regulatory and guide signs.

(c) All grading done on private property outsideconnection with public improvements shalldedicated slope easements or by grants ofentry by the affected property owners.

the tract boundaries inbe performed with i nsatisfactory rights of

(d) All impr'ovements within public streets, private street,easements shall be constructed under permit in conformityand specifications appi-ved by the Bureau of Engineering.

alleys andwith plans

(e) Any required bonded sewer fees shall be paid prior to recordation ofthe final map.

S-3 That the following improvements be either constructed prior to therecording of the map or that such construction be suitably guaranteed:

(a) Construct on-site sewers to serve the tract as determined by theCity Engineer.

(b) Construct any necessary drainage facilities.

(c) Install street lighting facilities to serve the tract as required by theBureau of Street Lighting.

(d) Plant street trees and remove any existing trees within dedicatedstreets or proposed dedicated streets as required by the Street TreeDivision of the Bureau of Street Maintenance. When the City haspi'eviously been paid for tree planting, the subdivider or contractorshall notify the 'Street Tree Division (485-5675) upon completion ofconstruction to expedite tree planting.

(e) Repair or replace any off-grade or broken curb, gutter and sidewalksatisfactory to the City Engineer.

(f) Construct access ramps for the handicapped as required by the CityEngineer.

(g) Close any unused driveways satisfactory to the City Engineer.


NOTES:

The Advisory Agency approval isunder the tract action. Howeverpermit this number of units.

the maximum number of units permittedthe existing or proposed zoning may not

Satisfactory arrangements shall be made with the Los Angeles Department ofWater and Power, Power System, to pay for i'emoval, relocation, replacement oradjustment of power facilities due to this development. The subdivider mustmake arrangements foi' the underground installation of all new utility lines inconformance with Section 17.05N of the Los Angeles Municipal Code.

The final map must record within 36 months of this approval, unless a timeextension is granted befoi'e the end of such period.

The Advisory Agency hereby finds that this tract conforms to the CaliforniaWater Code, as i'equired by the Subdivision Map Act.

No building permitcertification fi'om the

requirements for low-LAMC.

will be issued until the subdivider has secured aHousing Authority that the development complies with theand moderate-income housing, per Section 12,39-A of the

The subdivider should consult the Department of Water and Power to obtainenergy-saving design featui'es which can be incorporated into the finalbuilding plans for the subject development. As part of the Total EnergyManagement Pi'ogram of the Department of Water and Power, this no-costconsultation service will be provided to the subdivider upon his request.

FINDINGS OF F¡\CT (CEQA)

On November 28, 1990, the Environmental Review Committee of the PlanningDepai'tment granted the proposed project a Mitigated Negative DeclarationNo. 90-0954-SUB. The Committee found that potential impact could occur fromthe project's implementation due to:

additional demand on the City's sewer system.increasing demand on available water resources.additional demand for on-street parking.existing ambient air pollution levels.potential loss of significant trees.illumination from the parking area.noise from the site.design of the parking area and access driveway.potential energy impact.need for landscaping,lack of open space.

On May 8, 1991, the Deputy Advisory Agency, certified Mitigated NegativeDeclaration No. 90-0954-SUB and determined that this project would not have asignificant effect upon the envi ronment provided the potential impactsidentified above are mitigated to a level of insignificance throughimplementation of Conditions Nos. 1, 2b -i, 3 and C-5 of the Tract's approval.Other identified potential impacts not mitigated by these conditions are


mandatorilyOrdinance,which areprojects.

subject toFlood Plainspecifically

existing City ordinances, (Sewer Ordinance, GradingManagement. Specific Plan, Xeriscape Ordinance, etc.)intended to mitigate such potential impacts on all

In accordance with Section 21081,6 of the Public Resources Code (AB3180l, theDeputy Advisory Agency has assured that the above identified mitigationmeasures will be implemented by requiring reporting and monitoring asspecified in Condition No, 7,

FINDINGS OF FACT (SUBDIVISIO,N MAP ACT)

In connection with the app,-oval of Tentative Tract No. 50189, the AdvisoryAgency of the City of Los Angeles, pursuant to Sections 66473.1, 66474,60,,61 and .63 of the State of California Government Code (the Subdivision MapAct), makes the prescribed findings as follows:

(a) THE PROPOSED MAP IS CONSISTENT WITH APPLICABLE GENERALAND SPECIFIC PLANS.

(b) THE DESIGN ANDARE CONSISTENTP LA N S .

IMPROVEMENT OF THE PROPOSED SUBDIVISIONWITH APPLICABLE GENERAL AND SPECI FIC

The adopted North Hollywood Community Plan designates the subjectproperty for Medium residential density with a corresponding zone ofR3. The property contains 10,000 net square feet and is presentlyzoned R3. The proposed development of 12 multiple-family dwellingunits is allowable under the corresponding adopted Plan zone.

The site is not located in the Flood Plain Management Specific Plana rea.

Therefore, as conditioned, the proposed t,-act map is consistent withthe intent and purpose of the applicable General and Specific Plans.

(c) THE SITE IS PHYSICALLY SUITABLE FOR THE PROPOSED TYPE OFDEVELOPMENT.

Cd) THE SITE IS PHYSICALLY SUITABLE FOR THE PROPOSED DENSITYOF DEVELOPMENT.

The site is one of the few underimprovedThe development of this tract is anmultiple-family neighborhood.

properties in the vicinity.infill of an otherwise

The site is level and is not located in a slope stability study area,high erosion hazard area, or a fault-rupture study zone.

The Department of Building and Safety, Grading Division, hastentatively approved the tract map without conditions, relative toDivision 70 of the Building Code.

(e) THE DESIGNIMPROVEMENTS

OFARE

THE SUBDIVISIONNOT LIKELY TO

AND THE PROPOSEDCAUSE SUBSTANTIAL


ENVIRONMENTAL DAMAGE OR SUBSTANTIALLY AND AVOIDABLYINJURE FISH OR WILDLIFE OR THEIR HABITAT.

The Environmental Review Committee has determined that theproposed development will not have a significant effect on theenvi ronment. Accord ingly, the con struction of th is project wi II notinjure fish, wildlife or their habitat.

The site, as well as the surrounding area, is pi'esently developedwith residential structures and does not provide a natural habitat foreither fish or wildlife.

(f) THE DESIGN OFIMPROVEMENTS AREHEALTH PROBLEMS.

THENOT

SUBDIVISION ANDLIKELY TO CAUSE

THE PROPOSEDSERIOUS PUBLIC

Thei'e appear to be no potential public health problems caused bythe design or improvement of the proposed subdivision.

The development is required to be connected to the City's sanitarysewer system, where the sewage will be directed to the LA HyperionTreatment Plant, which is currently being upgraded to meetStatewide ocean discharge standards. The Bureau of Engineeringhas reported that the proposed subdivision does not violate theexisting California Water Code because the subdivision will beconnected to the public sewer system and will have only a minorincremental impact on the quality of the effluent from the HyperionTreatment Plant.

(g) THE DESIGN OF THE SUBDIVISION AND THE PROPOSEDIMPROVEMENTS WILL NOT CONFLICT WITH EASEMENTS ACQUIREDBY THE PUBLIC AT LARGE FOR ACCESS THROUGH OR USE OFPROPERTY WITHIN THE PROPOSED SUBDIVISION.

No such easements are known to exist. Needed public access forroads and utilities will be acquired by the City prior to recordationof the proposed tract.

(h) THE DESIGN OF THE PROPOSED SUBDIVISION WILL PROVIDE, TOTHE EXTENT FEASIBLE, FOR FUTURE PASSIVE OR NATURALHEATING OR COOLING OPPORTUNITIES IN THE SUBDIVISION.(REF. SECTION 66473.1)

a. In assessing the feasibility of passive or natural heating orcooling opportunities in the proposed subdivision design, theapplicant has pïepaïed and submitted materials which considerthe local climate, contours, configuration of the parcel(s) to besubdivided and other design and improvement requi rements.

b. Providing for passive or natural heating or cooling opportunitieswill not result in reducing allowable densities or the percentageof a lot which may be occupied by a building or structureunder applicable planning and zoning in effect at the time thetentative map was fi led.

TRACT "0, 50189 Page 11

c. The proposed project is an infill and the subdivider has no~ ability to influence the north/south orientation.

d. The existing topography is generally level limiting the influenceon passive or natui-al heating and cooling.

e, In addition, prior to obtaining a building permit, the subdividerwill prepare and submit a report which considers buildingconstruction techniques, such as overhanging eaves. location ofwindows, insulation, exhaust fans; planting of trees fo,- shadepurposes and the height of the buildings on the site in relationto adjacent development,

These findings shall apply to both the tentative and final maps for TractNo, 50189.

J HN J. PARK R Jr.eputy Advisory Agency

JJP:AC:djm

NOTE: If you wish to file an appeal, it must be filed within 10 calendardays from the decision date as noted in this letter. For an appealto be valid to the City Planning Commission, it must be accepted ascomplete by the Department of City Planning Room 655, City Hall,Los Angeles and appeal fees paid in Room 460-S, City Hall prior totb_,,a?ov_,,_io..~d~LtLl1,,_lil1it. Such appeal must be submitted intriplicate on Form CP-6500.

If you have any questions, please call Subdivision staff at(213) 485-6171.

. BOARD OF PUBLIC WORKSMEMBERS

CITY OF Los ANGE ZSCALIFORNIA

MYRLlE 8. EVERS

FELICIA MARCUS

PERCY DURAN. III

DEPARTMENT OFPUBLIC WORKSBUREAU OF

ENGINEERINGROBERT S. HORII

CITY ENGINEER

STEVE HARRINGTONPRESIDENT

DENNIS N, NISHIKAWAVICE-PRESIDENT

ROOM 800, CITY HALLLOS ANGELES. CA 90012

'TOM BRADLEYMA YOR

JAMES A. GIBSONSECRETARY

Ms. Melanie FallonDepartment of City PlanningAttention Deputy Advisory AgencyRoom 561, City HallLos Angeles, CA 90012

11arch 14, 1991Tract No. 50189Transmi tsTentative Map

Dear Ms. Fallon:

Transmitted is the unnumbered file with the tentative map ofTract No. 50189 lying southerly of La Maida street and easterlyof Klump Avenue in Council District No.4. The location of thetract is indicated within red lines on the attached print of thedistrict map.

This map has been filed for new condominium purposes over aparcel of land in the existing R3-1VL zone.

The tract layout is satisfactory as submitted.street dedication will not be required.

Addi tional public

The proposed development can connect to an existing sewer in LaMaida street adjoining the tract and will not result in violationof the California Water Code. I therefore recommend that youmake the necessary determination.

The proposed project will generate wastewater flows which will betreated within the Hyperion Wastewater Treatment System.Available additional treatment capacity within the Hyperionsystem is presently limited, and the city is restricting newconnections to the system.

The project applicants should investigate the possibility thattreatment capacity for the proposed proj ect may not beimmediately available.

I recommend that the tentative map of Tract No. 50189 beapproved, subject to the standard conditions issued by yourdepartment.

ADOrJESS ALL COMMUNICATIONS TO THE CITY ENGINEER

AN EQUAL EMPLOYMENT OPPORTUNITY - AFFIRMATIVE ACTION EMPLOYER ¡'I'ry::¡lòl,:",nd'ri;~"lr",ii",,\Ü'(I'~!',

,

Ms. Fallon -2- March 14, 1991

Any questions regarding this report should be directed toMr. Edmond Yew, telephone (213) 485-3091.

Sincerely,

ia 6/~,'r tV" ly ~j

LaGronie Wyatt, Division EngineerLand Development and Mapping DivisionBureau of Engineering

LaW/GA/kdrA:KR06-6.TS

Ene.

cc: Albert Sharaf & Shlomo Hillelc/o Lawrence J. Schmahl9901 Paramount Blvd., suite 105Downey, CA 90241

Valley District Office

WILLIAM G. LUDDYPRESIDENT

THEODORE STEIN, JR.VICE. PRESIDENT

WILLIAM R, CHRISTOPHER

SUZETE NEIMANFERNANDO TORRES-GIL

5018~NOY 0 6 1990

DEPARTMENT OFCITY PLANNING

CITY PI.NNlNGCOMMISSION

""ITY OF Los ANGELl::3CALIFORNIA

EJ90 \("J 0: I.:: f~.'.'--

ROOM se 1, em HAL.L.200 N. SPRING ST.

Los ANGl!L.U, CA 90 12-450 I

KENNET C. TOPPINGDIRECTOR

TOM BRADLEYMA YOR

MELANIE FALLONCHIEF DEPUTY DIRECTOR

FRANKLIN P. EBERHARDDEPUTY DIRECTORRAMONA HARO

SECRETARY Fi I ing Noti fication and Di stribution ROBERT C. JENKINSDEPUTY DIRECTOR

NOY 0 6 1990(213) 48~.573

DA1E OF FI Llt\ , FAX (2131237-0002

LcxTION: £/0 KLLP\P. 4V'¡!-,lß;FY~.J /\ ~O.: 5 0 18 9N:ESS~ 1/2I8-1/22P L.IiZíi;;L-&T~_CDtNllY: JJDI~..:TH I-Ou.ì'~D' PI~i-1 írV ("')A J( ) CDIL DISTlcr 1\. 'iv " i cd'"

ROOM 503, CITY HALL(2131 48!5.5Q71

( ) Camnity PlanningPlanning District Office

( ) Val ley

( ) West Los Mge I es( ) Harbor

Depa~- nt of Pub I ic WorksBureau of Enineering

) Bu reau of Sani ta t i onDepartment of Bui Iding and Safety

( ) GradIng Engineer.( ) ZO'ling EngIneer

( ) L.€partment of TransportationDepartment of Water and Po~~r

( ) l1ærground Cesign( ) Real Estate( ) Wa ter System

( ) Fi re Department(mark Fi re Department copy)

Hillside: ()Yes ~) Ceneral Plan/Zoning Consistency) Oepartrrent of RecreatIon and

Pa rks

( ) Depa rtment of ie I ecann i ca t Ions( ) Bureau of Street Lighting

(No P.S.)( ) Comrnity Redevelopnent ,Aency

(See Counter Iviap) (No P.S.),( ) Animal RegulatIon (Hi IlsIde)

( ) Eoard of F.dcat i on (No P.S.)( ) Los Ange i es County Hea I th

Departrrnt (No P.S.)

( ) Ci ty of E'everly Hi i Is

(See Counter Map) (No P.S.)

The Adisory ,Aency wi I I await your report and recorrndation regardirg theabove rrtter for 39 days. I f we have not received a wri tten report fran you afterao days frcm the date of fi I ing, we wi II assL:Í' that you have no report to rrke.

Ken~eth C. Topping 1!~çt-Ø951 /J'L- ll/iß/IJDAdvi ory Agenc ~ /ifÚ~~Ja- J. P.'R,(ER Jr.Deputy Aev: sory Agency

50189CP-6300

/lay a 6 /9ge

(07/20/90 ),.0=;.

TE.NT AT:,!t: ';et~~:: No' 50159r FO!2 COlJ j) 'A i ~i ! U Ii ?1.)i2.L/cr)e~.,-l":IT\.E: (.iTj OF,-J. "~,',;:.l;C. ~.,T.:"'.

¡;..C'" ':.) \ l"" .. .. .. "'... --- ..-_. ',-I/'..i;i A ..)uB¡.fJiSiO 1t= LAl"-r~; ¡.''),b,hlD l\ ()~ "19_t:_,:~~r ;'~¡r:ì.¿"¡".:':'""r2.""'j,-

DFFICE. OF THt. ~C(;;'IY::e. ::OUUT\ i2£i,('i2ærl- .... .. ..

';r~t::O:,j,; I..'" ~)f:r.: )0 ?MF; 4(, Of fAAPS N"'..E.

i;:)"ljC"'100 ' c:, ,;;.7.:a.1, K.- c. ~ i., "" ",;, i ;-'

'~:"-,;:~Lt: 'F.lIJ:¡ \.'t!. - f.rv: ,,-"../,v Ei' i~ .1"1;::

OC."''lvuri)/~!O na' c.~

1: t~~i ' :;'c-

\1f:Pp.cz tJ'i: ..Wl2.E;lCE ,). s:¡':Il"\\ L..lCE,\!'J) :.;:' \'1'101 p¡~..I:j'T roie ':'J: -r i C'JCO\iI:dE."I. CA. ~of¿A i

(ii")) "t"ò-I'-75

o wt-al ~elD: v i OE:f2.'. ALT ó\-A,F. b H W"Ð H I ~LEL.Cù1i.cT ~i- 15010 I/Ei1i.eA BLt7 ':)!TE ")'=7~L.el2J\ ()!..~/:'.A . '1 :40:;

,3iÖ) 907- 1595

IO¡JI¡.'. i.;¡- ¡ -VL ie t2r¿N\f'INOfifllCTMAP/JO: ¡I,pt- inTi.S ei:'~UIDE: t,e.i.¡JeíA!: 10,000 ':, F.C:hAIt', \ "),OC,;::' F.: :ilß i ii'2 LA Mi:tO,t. ~T.

..Ci A.~~€L£S. GA,~o QA '1S~,¡o'T ill to Ftíei.Tf'l,L.'J YA¡J~i)~,~,i:\Jl ~elJ&e. .A.vt;', iJ~ r~J ;j:d..: (.; ...,:2-;;tJiJ~.Ii? Of J:',;:15 \'2/ PÁQ.JLNG ~A.CE 07l"Jj':'S ~tJo. i:i5~-OZA - O!~ (~"

~~ TU~ 1") !Zld.y)E¡¡: E.i(C8PT 14 u /AAfÌ. ~;"rr~ P~WA."/

() i. -i 1\ c.c~c: t, C

il~~"'~-'--:,

(..,

31()¡LA ..,DA

t- ¡

I

:'" ~

_OfJC.Q.PAV'E--EIJí

....'I' '

J, i~ _~" ,~§l. l

~ I,"u_u..""1_i. ...

~T,

~Ila.~l

=::..L.

. l;: ~ .l

..

. "

..... \.

N ßf,":;\'~; ;=

'..""., ~

't,'''

"''1

I.

.. ',\'"_Iç.'ë,__

0t ..,.,""',-.r,...1£T- '-."'

~)¡,"-(:¡Lefl.I'.,i_'iï)\iJ f.l: \J;'::$

~. h'\.

~,t.'fbnFloilbui,..'lo~

¡;; Be.

e.E¡..l)'/bGr..M&ii

..'r'

çC

-.:')."!\, ";~..Ie --l

&"~

0..OlO,-.""

H = I.~l

'--f..V

, ~i..'- "\ ~./ ~ -t-11 rf¿oS? '5'5:: , .~ 100.,);;."l~i' lol 0 l ~

.- (

'-1 ."g~:~k.''\,,~I~

I'

e~ c"~ "'0~ '\

'\(J1..lli.""

\ ...~tl'..

l""'", 'I~ \ '.

~ e-re 1l.S:&. f";; 'l '

if".~ ltl.ilid.JVD I i-_._.¡-

Ii ","~ '.~- ~ .! ~"~""~r. 4. ~~ ~~ ~ Ul h_¡ ¡¿ -(:"~ ..l..~. iof;~~i~.~- ~ Ii ~~ ~tfll'T4 4: 3; -u-d ß

.21 \.(', v..¡ .., (:4 ¡_~~Ht)srOl'\!J I~~ ¡ ~hlblve

i"i' tw+~=r ~T~'O~

'-""WILLO

LO ANEL DE. of CI PlNG~fOR flUNWT£NTATW l-

NaY 0 6 19

o RlD MA Cl FI MA UNITCJ TIME EXNI

flUN m. u "....iivi =

0. 'o¡' " ..... "J ","lA. /~..U¡,-~,lÄwæl,l.c Mt:I-L

___.£1,-,":.'ë74'b

o~

Ii.~I..1,clil;t:3liJIJUl'"

'\.rI1S.Yò;JVCl

8~

I

I ~~

I i

~'-irt l,IQAWl

iex),,) ¡i .; 0.1,'

~

. '~ ~.,2'q

OC..'!\"

f"

'"'

..

l:~'f

\lICH" rf'i ¡"NÁPIJOT r 0 'Õ-,A L.

it ui

~ ~'" L\

ul ':¡

;1 ~! '1~

l

r-'APPROVEO FOR l'E

et~ER BY~ CONi L

ACCEPTEDRISK MANAGEMENT

CITY ADMlNISTRA TIVE OFFICE

C!JlD 61Dll.USS--3~O-l

City of Los AngelesDEPARTMENT OF PUBLIC WORKS

SUBDIVISION IMPROVEME:\T AGREEMENT AND CO:\TRACT

THIS AGREEMENT AND CONTRACT, made and entered into, by and bctween the CITY OF LOSANGELES, hereinafter designated as the CITY; and HILLSHIR INVESTMENTS LLC

hcrcinafter designated as SUBDIVIDER; WITNESSETH:

ONE: For, and in considcration ofthc approval of the final map ofthat certain division ofland known as:

TRACT NO. 50189

and for aeccptance of the dedication therein by the CITY, the SUBDIVIDER hereby agrees, at his own costsand expensc, to construct and install all public improvements required in and adjoining and covered by thefinal map which are shown on plans, profiles and specifications, previously supplied to the City Engineer;and to furnish all cquipmcnt, labor and materials necessary to construct, install and complete the requircdimprovements in a good and workmanlike manner, The estimated cost for completion of theabove-mentioned work and improvement is the sum of FIFTEEN THOUSAND AND :\0/100 Dollars($ i 5,000.00) .

IJ It is agreed that the SUBDIVIDER has furnishcd to the City Engineer all neccssary final plans,profiles and standard specifications for the required public improvements; or, that in lieu of such final plans,profiles and specifications, the City Enginecr has been furnished preliminary plans that are of sufficientdetail so as to bc approved by the City Engineer for use in thc preparation of the estimated cost of therequired improvements. In considcration of the acceptance of such preliminary plans by the City Enginccr,the SUBDIVIDER hereby agrees to furnish all necessary final plans, profiles and specifications in a formthat will be sufficient to bc processed and approved by the City Enginecr not later than six (6) months fromthe date the final map of said subdivision of land is filcd for record with the County Recorder, County ofLos Angeles, State of California.

THREE' The SUBDIVIDER agrees to perform all of the above-mentioncd work under permit or pcrmitsto be issued by the Board of Public Works, hereinafier designated as the BOARD, All work shall bepcrformed in accordance with the standards and specifications of the BOARD, as amended, and to theapproval of the City Engineer. The SUBDIVIDER further agrees to pay for such inspcction of work and

improvements as may be required by the BOARD, and the pcrformance ofthe work shall be furthcrconditioned upon due compliance with all of the provisions of Artiele 7 of Chapter i, and Sections 62,105through 62.117, inclusivc, of the Los Angeles Municipal Code, as amended.

Eng. 3.805A (Rcv, 09-94) Bond Ref. No. 9275 Page i of4

) Conti~uation Sheet For:SUBDIVISION IMPROVEMENT AGREEMENT AND CONTRACT

FOUR' In the event said work is required to be performed under Class "B" Permit as defined in Section62.106 of the Municipal Code, thc SUBDIVIDER hereby agrees to obtain said permit from the City Engineer,ineluding payment of all necessary fees as required under the provisions of Sections 62.1 10 and 62.111 ofsaid Code, prior to certification ofthe final map by the City Engineer.

FIVE' If the planting of street trees is required under the conditions of approval established by the AdvisoryAgency, the SUBDIVIDER shall pay all neccssary planting fecs for cach tree to be installed by the CITY; andshall pay all maintenance fees for each tree required to be planted, either by the CITY or by theSUBDIVIDER, in accordance with the maintenance fec schedule sct forth in Section 62.176 of the MunicipalCode. Said fees shall be paid to thc Burcau of Street Maintcnance of the DEPARTMENT OF PUBLICWORKS or, if a Class "B" Permit is required, said fees shall be included in the pcrmit fee deposit.

SIX: The SUBDIVIDER agrees to perform any changes or alterations rcquircd by the CITY in theconstruction and installation of thc required improvements, provided that all such changes or alterations donot excced ten (10) percent of the original cstimatcd cost of such improvements; and the SUBDIVIDERfurther agrees; to install such devices for the abatement of erosion or flood hazard as may bc required underthe provisions of Section 61.02 ofthc Municipal Code; the costs ofcach of the above to be borne by theSUBDIVIDER.

SEVEN: The SUBDIVIDER expressly agrecs to pcrform thc abovc-mcntioncd work in a diligent andworkmanlike manner so as to complete the construction and installation of all rcquired public improvcmcntson or before twcnty-four (24) months from the date the final map is fied for record with the CountyRecorder, County of Los Angcles, State of California; or within any lawful extension of said tcrm, or as

otherwise provided by law. The SUBDIVIDER acknowledges that in the cvcnt any extension of term isgranted, the City Engineer may impose additional conditions in accordancc with Section 17.08G-3 ofthcMunicipal Code,

EIGHT- The SUBDIVIDER agrccs to warrant all work performed against any defective workmanship, orlabor donc, or dcfcctive matcrials furnished in the performance of the work required by this contract. Thcterm of this warranty shall expire one year from the date of acceptancc of the completed improvements by theCity Engineer, all as required under Chaptcr 5 of Division 2 of Title 7 of the State of California GovernmentCode, known as the "Subdivision Map Act," and as amended. The estimated amount sutlcicnt for warranty isthc sum of NONE.

ll The CITY shall not, nor shall any offcer or employee thereof, be liable or responsible for anyaccident, loss or damage happening or occurring from or to the works specificd in this contract prior to thccompletion and acceptance of the samc by the City Enginecr; nor shall the CITY, nor any offcer or employeethcrcof, be liable for any pcrsons or propeny injured by reason of the naturc of said work, or by reason of theacts or omissions ofthc SUBDIVIDER, his agents or employees, in the pcrformance of said work; but all ofsaid liabilities shall be assumed by the SUBDIVIDER. The SUBDIVIDER further agrees to protect, defendand hold harmless the CITY and its otlcers and employccs from all loss, liability or claim because of, orarising out of, the acts or omissions of the SUBDIVIDER, or his agents and employees, in the performance ofthis contract, or arising out of the use of any patent or patented article in the construction of said work.

Eng. 3.805A (Rev. 09-94) Bond Rcf. No, 9275 Page 2 of 4

! Conti~uation Shcet For:SUBDIVISION IMPROVEMENT AGREEMENT AND CONTRACT

TEN' It is agreed that thc SUBDIVIDER has filed or deposited with the CITY a good and sufficientIMPROVEMENT SECURITY in accordance with the provisions of Section i 7.08G ofthe Municipal Code ofthc CITY, in an amount equal to or greatcr than the estimated cost of construction and installation of therequired improvements and an amount suffcient to act as warranty for said improvements as defined in ArtieleEight hcreof, together with reasonable attorney's fees which may bc incurred by the CITY in enforcing the tcrmsand conditions ofthis contract. IN ADDITION TO the Improvement Security, it is further agreed that theSUBDIVIDER has filed or deposited a good and suffcient PAYMENT SECURITY for labor and materials inan amount not less than fifty (50) percent of the amount ofthc Improvement Security, to sccure thc elaims towhich referencc is made in Title 15, commencing with Section 3082, of Part 4 of Division 3 of the Civil Code ofthe State of California. If the suretics or security on eithcr said Improvement Sccurity or Payment Security, orboth, in thc opinion ofthc CITY become insufficient, in any respect, the SUBDIVIDER hereby agrccs to furnishsufficient additional security within ten (10) days after recciving notice from the CITY that said extant securitiesarc insuffcient.

ELEVEN' It is furthcr understood and agreed, that in the event it is deemed necessary to extend the time for thcperformance of the work contemplated to be done under this contract, such extensions of time may be grantedby the City Engineer or by the BOARD, or both, either at their own option or upon request of theSUBDIVIDER, and such extensions shall in no way affect the validity of this contract, the Subdivision Cash orNcgotiablc Security Improvement and Warranty Pcrformance Agreement exccuted in connection herewith orrelease the Surety on any Surety Bond or Bonds. Such cxtensions oftimc may bc conditioned upon aconstruction schcdule to be spccified by the City Engineer, and/or a revision of the Improvemcnt Sccurity basedon revised estimated improvcmcnt costs, and/or rcvision of the plans, profilcs and spccifications used for theconstruction and installation of the required improvements to comply with the standards and specifications ofthe BOARD in effcct at the timc such extension of time is granted.

TWELVE' The SUBDIVIDER further agrees to maintain the aforesaid Improvement and Payment Sccurity infull forcc and effcct, during the term ofthis contract, including any extensions of time as may be grantedthereto.

THIRTEEN: Ifthc SUBDIVIDER ncglects, refuses or fails to prosecutc thc rcquired work with such diligenceas to insure its completion within the time specified herein, or within such extension of said timc as may havcbeen granted by the City Enginccr or by the BOARD, or both, or if the SUBDIVIDER neglects, refuscs or failsto perform satisfactorily any of the provisions of the improvement construction permit, plans and profies, orspccifications, or any other act requircd under this agreement and contract, the BOARD may dcclare thisagreement and contract in default.

Immediately upon a dcclaration of default, thc Subdividcr and Surcty shall be liable to City for thc cost ofconstruction and installation of the public improvements and for costs and reasonable expense and fces,including reasonable attorneys' fees incurred in enforcing this Agrccment and Contract.

A notice of default shall be mailed to thc SUBDIVIDER and any Surety and the Board shall causc a demand tobe madc for payment of any negotiable securities held as Improvement Securities in connection with thisAgreement and Contract.

Eng. 3.805A (Rev. 09-94) Bond Ref. No. 9275 Page 3 of 4

Continuation Sheet For:SUBDIVISIO;\ IMPROVEMENT AGREE:vENT AND CONTRACT

In the event of such dcfault, the SUBDIVIDER hereby grants to the CITY and/or the Surety upon any SuretyBond, the irrevocable pcrmission to enter upon the lands of the subject division of land for the purposc ofcomplcting thc rcquired improvements. The CITY reserves the right if it elects to do the work to exclude thcSUBDIVIDER from thc sitc in order to complete thc required work either by CITY forccs or by separatecontract.

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

HILLSHIR I;\VESTMENTS LLC

~;s- , ~)'Pi\?Pf~

~

SEE INSTRUCTIONS FOR SIGNATURES AND ACKNOWLEDGMENTS ON "NOTICE TO CLASS BPERMIT AND BOND APPLICANTS" (FORM ENG. 3,693-REVISED)

District Design Office: VALLEY

Council District No.: 4

Datc Issucd: 01/24/2007

Location: 11218 LA MAIDA ST

Eng, 3.805A (Rev. 09-94) Bond Ref. No, 9275 Page 4 of 4

Jurat

State of (

County of lJ 1 ss.(. .J

Sub"db,d "d ~um to (" mirmoo) bof", me "/4P '&t'Á/v£71!,¿

IJI k-l Ma va?byt: personally appeared and signed the document)

or,1 v: c96?-on this(Kame of document signer (aflíant))

o personally known to me or Q. proved to me on the basis of satisfactory evidence

to be the person who appeared before me. r - :: - ~ ~ ~ ~,-" ~ -0 ~.. ~ r~ lf/~*: JOt: RAYGOZA ~()~7¿~ ~:~~;1 ::c,v,"l:, H 1592524 ~(;,~.'1"~'t,,, ""'01/,,,( i",'C1C.C,\LiFO"NIA Gl~ II LOS /lJ~Gt:LES COUNTY 0

J _ _J!9: .~ 5C:"'~- ~ :.Ju~r ~8'30~9i

(notary seal)

OPTIONAL INFORMTION

(Title or description of attached document)

INSTRUCTIONS FOR COMPLETING TIIS FORMAny Jurat completed in California must contain verhiage that indicates thenotary puhlic either personally knew the document signer (affiant) or that theidentity was satisfactorily proven to the notary with acceptahle identifcationin accordance with California notary law. Any Jurat completed in Californiawhich does not have such verbiage must have add the wording either with ajurat stamp or with ajurat form which does include proper wording There

are no exceptions to this law for any jurat performed in California. inaddition, the notary must require an oath or afrmation from the documentsigner regarding the truthfulness of the contents of the docu.ment. The

document must be signed AFTER the oath or affrmation. If the document waspreviously signed, it must be re-signed infront a/the notary public during thejurat process.

DESCRIPTION OF THE ATTACHED DOCUMENT

Qn~u/ &/t-!(Title or description of attached document continued)

(Additional infurmation)

State and County information must be the State and C:ouoty where the

document signer(s) personally appeared before the notary public.'Ine notary public must print his or her name as it appears within his or her

commission.Date of notarization must be the date that the signer(s) personally appeared

which must also be the same date the jurat process is completed.Print the name(s) of document signer(s) who personally appear at the time ofnotarizationCheek'/ the method of identifcation used.Signature of the notary public must match the signature on file with the offeeof the county clerk.The notary seal impression must be clear and photographically reproducible.Impression must not cover tcxt or lines. If seal impression smudges, rc-seal if asufficient area permits, otherwise complete a different jurat form.

Additional inormation is not required but could help to ensure thisjurat is not misused or attched to a different document.Indicate title or tye of attached document, number of pages and date.Securelv attach this document to the signed dricument

Number of Pages _ Docwnent Date

CAPA ,,12,10,05 '~by Association ofProfessiomil Notai;.! & CSA 800-873-9865www.not¡¡classes.com

City of Los Angeles

DBP ARTMENT OF PUBLIC WORKSOffoe oftle City Engineer

Premium: $450.00 / 2 Years

726866S

SURETY'S BoND NO,

VA1LEY

Disrrcllivis,ion DcsiS'T OffceCouncil District No.4Date Issued: 01l24/Z007

SUBDIVISION IMPROVEMENT AND WARRNTY PERFO~CE.13.oN.\J

CAO-RISK MANAGEMENTNO.

I K..OW ALL MEN BY THESE PRESENTS:

THAT WE, I-lillshire Investmentis LLC

us PRICIPAL and Indemnity Company of California a corpoi:atic;¡ijnço/rporlIen';wi,denli~laws of .the State ,of California and authorized by the laws of-the Stateo:fCillüG,nliitQ ,

ex~cutebol)ds and undertakings as sole surety, as SURETY, are held'und firmly b01.d \ltQ tJç::Ci1:yorLosAngeles, in tiie JUST aIldFULL SUM ofFIFTREN THOUSAND AND NO/l,O,OD,ollaq($l~;.WQ'.POì, 'lawful money of the United States, for the payment of which sum, well ard trly 1, be 'La~,e" We DjpPd '.ourselves¡ o)lr heirs, exeoutors, administrators, successors, and assigns, jointly andse,veraqy",ñp:nly'\1y t:e,s,~presents.

The CONDITION ofthe'foregoipg obligation is such tliat WHEREAS th,e PRlCIPAL li.$ëitei~¡: or isabout to enter into the ~niiexcd agreeInent wi~ :he CITY, pursuan,tt.o ,the: authority of.a/.an:ó,ftIi~F,~~is.lI., ,IiJl, "of the State ofCalifomiaknown as the "Subdivision Map Act" (Division,2, comm¡mQU)g'vl:in,~,Ç¡;tiqn Rß'4:lQ,

of Title 7 of the Goverrnent Code) and amendments thereto, and pursl1t to the provis,l9qsafA¡iel't.7"of 'Chapter 1, and Sections 62.105 thr.ough 62.117, inClusive, of the MUIiçipal'CQd~pfthe,Cl1LY:;,~S,\W\t~,~;, 'for the construction and installation of certin public improvements in accorLianc,e: witl.ihelt¡:OJ;ì'~' "conditions st\pulnted in said agreement, and is required by the CITY to give this bond inc\l:neÄ!iÒl,w.,jt)t;~øXecution of ~aid agreement as a contract for approval oftha! certin divisiolJ oflaid 'kDO"'i.d¥;

TRACT NO. 50189

NOW, THEREFORE, if the above bounden PRICIPAL, ,his or its heirs, ~xePutors,'adnir¡slTatqlSi Qf,assigns, s4allintillt\ìngs stand to ~1d abide by, and wellaid trly keep and perfor¡,tbeo'cioyea$it&,oonditio¡isand provisions inSílid annexed agreement and any alteration thei'eofm,a,d;e asilre¡i:,p'rQ'iiQyG;QPhis or their part; to be kept and perfonned at the time and in the mann~r therein sp~Cif¡eq;, \!d,gHjll re~H\'1$accordinglO tbei! tre iiitentand meaning, and shall indemnify and save.harrrless.tJ~ CIT't,:~ts'6rßc~rs, '

~gents ançt~mp10yøes, as tJerein stipulated, then this obligatíon ,shall become nulhind YQicj; 9.t1-WI~e jl$¡ilbe and r.einainin full force and effect.

Eng, 3.805)3 (Rev. 09/94) Bond Ref, No, 9275 : Pagf'.¡,Qf2

Continuation Sheet For:SUBDIVISfON IMPROVEMENT AND WARNTY PEW"QRMA-CE E.Ql':p

0.'"

AS PART OF THE OBLIGATION SECURED HEREBY, and in addition to the faceamqi¡t sp~if¡edtherefor, there shall be included costs and reasonable expenses and fees, ineluding reasonable attqriWy'sfees,iDcuredby the CITY in successfully enforcing such obligation, all to be taed asqosts'an~ ir¡ci\l4edin a)JYjudgment rendered therefor.

THE SURETY hereby stipulates and agrees that no change, extension of time, alteratioii at,adc\itiontç l1terms,ofthe annexed agreement, or to the work to be performed thereunder, orto the.sptc~fica,tiqp¡accompanying the work to be performed, shaUin anywise affect its obligations ont.is b.o~d, ai4itc:,oeshereby waive notice of any such change, extension of time, alteration or addition to thete,i.ofs.idagreement, or to the work, or to the plans and specifications. The provisions of Section29~5 of'beCivil Codeare not a condition precedent to the Surety's obligation hlleunder, and are hereby waiv~d~ytheSURRTY.

IN WITNESS WHEREOF, this instrent has been duly executed by the above namedPlfCU'A(¡ilç!SURETY on, Narch i 6 , 20 ...

Prineip¡¡l SignatQries

~~j 9.1\~l\:ÇC '-

. ,. ~'!'.' "

~ ~ ~, ' .

SURTY: Indemnity Company of CalifornÜi

By: .Ji~. ~. U~-- 'il'Michael J. Was III, Attorney-in-Fact

Sur~ty's Address: i 7780 Fitch. Irvine. CA 9761 Q

.,' ',.,' ,:,','(4-t:troey":n, :eJ!:¡p,t)

, ,

SEE INSTRUCTIONS FOR SIGNATURES AND ACKNOWLEDGMENTS ON "NCmC1TO'CLkSSS'," ",,' '.. '. ':', """ ',."" ...."r..PERMIT AN BOND APPLICANTS" (FORM ENG. 3.693-REVISED) " , " '

Eng.3,805E(Rev;09/94) Bond Ref No, 9275 l¡agll40f2

, ",;.

Jurat

State OfC-,( ¡:,./~

County OfliJ 4yfa 1 ss.

on this byer personally appeared and signed the document)

c( ,;6'JIJ~Á i ~/&,'

AI)-(-l ~SJCto/l/¡i(Kame of document signer (affant))

Subscribed and sworn to (or affirmed) before me ~e

o personally known to me or i3proved to me on the basis of satisfactory evidence

the person who appeared before me.

offcial seal

1 - -~ - - - ~ - _.- - - - - rr £~('-'" JOE RAYGOZA ,Ü ~~it'. CO'"tM i" 15925/4 ::Cji:.. G. .. ~jOTAf¿Y Pi.ßLiC CALIFORN1AGi~ ~ LOS ANGELES COUNTY 0

L ' ~ .s(:;~ ~p lU~E283°~ i

(notary seal)

OPTIONAL INFORMATION

(Title or description of attached document)

INSTRUCT!ONS FOR COMPLETING THIS FORMAny Jural completed in Calirormà must contain verbiage that indicates thenotary public either personally knew ¡he document sIgner (afant) or that the

identity was sali4àctorily proven 10 the notary with acceptable identifcationin accordance with California notary law. Any jumt completed in Californiawhich does not have such verbia¡;e must have add the wording either with ajurat stamp or with a jurat fonn which does include proper wording There

are no exceptions to this law for any jurat performed in California. inaddition, the notary must require an oath or affirmation from the documentsignel' reg(,rdiiJg thc !r¡lthfÚlncE of the contents of the document. lhedocument must he signed A F"f 'r'R the oath or affirmation. if the document wasprevIously Signed, it must he re-signed infront of the notary public during thejurat process.

DESs;TION OF TilE ATT ACHED DOCUMENT

Ld /1~-ic/ /bn l/

(Title or description of atta¡;h:;d document continued)

(Additional information)

State and County information must he the State and County where thedocument signer(s) personally appeared before the notary public.The notary public must print his or her name as it appears within his or hercommission.Date of notarization must bt: the date that the signt:r(s) personally appeared

which must also be thi. same dak the jurat proci.ss is completi.dPrint the name(s) of document signcr(s) who personally appear at the tíi. of

notarization.Chi.¡;k./ the method of identification used.Signature of the notary public must match the signatii. on fie with the offce

of the county clerk.The notary seal impression must be clear and photographically æprodueible.Impression must not cover ti.xt or lines. If seal impression smudges, fe-seal if asuffcient area permits, othenvIii. complete a diffi.rentjurat form.

... Additional information is not ri.quiri.d but could hi.lp to ensure this

jurat is not misused or attached to a difen.:nt document..:. Indicate tit1i. or typi. of attached document, number of pages and date

Securelv attch this document to the siimed document

Number of Pages _ Document Date

CAP/\ ,,12.10.05 ~ by ABsociatior. ofProfessior,al ;JOi:CS &CSA !!OO-873-986Sww.notaryclasses.cam

STATE OF California

COUNTY OF Orange J

On~3!1612007 , before me, Loris Mandel, Notary Public(here insert name and title of the offcer)

personally appeared ~_~iGhael J, Wasko III --"-_. --------

-, n'

personally known to me (or 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

capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which theperson(s) acted, executed the instrument.

WITNESS my hand and offcial seal.

~ &l:uAd j J(i LOR

IE MANDEL I, .. Commliiion # 17 i 2611

Signature (SEAL)í .., Notary Public - California I, Orange County -J.. _. _ _~~.~~~1~1_0_1

This area/or Offìcial Notarial Seal

OPTIONAL

Though the data below is not required by law. it may prove valuable to persons relying on the document and couldprevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

D INDIVIDUAL

C CORPORATE OFFICER Subdivision Improvement & Warranty Performance-"

u__M ---_.. TITLE OF TYPE OF DOCUMENTTITLE(S) ~:'B #72~S

D PARTNER(S) lJ LIMITED

LJ GENERAL-- -------

LØ ATTORNEY-IN-FACT NUMBER OF PAGES

D TRUSTEE(S)

C GUARDIAN/CONSERVATOR

D OTHER -------------_.... -~ 3/16/2007 - ________n___ -".-.._-"". . DATE OF DOCUMENT

..__..-. _mM_...._______

SIGNER IS REPRESENTING:

NAME OF PERSON(S) OR ENTITY(IES)

Indemnity Company of California ----_.

----_.."-"..__.- _._--- -_._- -_..._--SIGNER(S) OTHER THAN NAMED ABOVE

ID-1232 (REV. 10/06) ALL-PURPOSE ACKNOWLEDGEMENT

I'OWER OFATTORNEY FORDEVELOPERS SURETY AND INDEMNITY COIVPA"Y

l"nEIVNllY COIVPMiY OF CALIFORNIA1'0 BOX i ()7?5, Il~V¡NI . CA n62,\ (ll4Y¡ 2(i,\-J.100

Kl\()\V ALL MI~Î\' BY Tl-I:SI: I'Rf:SI:NTS, tltat t'XCepl as expi'ösly limited. Ul:VI:LOl'lcRS SlIRI'.-iy AND I:-DEMi\IT\' COMP,\l\Y ¡¡iid INDErvlNITYCOMPANY OF CALIFORNIA. do each. Iinch): make, c\insiitulc and appoint

***Steven A. Swartz, Nicki Swartz, Patricia R. Minder, Michael J. Wasko III, jointly or severally***

as tliei!" trut: and lil\.Vtul Allorney(s)-iii-Fad. t( ni:.kc. exccuti. deliver aiid ackn(mkdgc. hir and 011 behalf oj" said cOITJoi-:.tiollS. as sureties. bonds. ul1tkrtt1kingsand contracts of suretyship giving and gl~lntiJlg uiito said Allorrcy(s)-in-FaLI full power ¡¡iiet authority to do ;iiid to peiform every act 1lt:C\:ssary. requisite (11 pmpcii,) b" Jom:: in i.(llllCclion therewith as c;icli nhaid corpiiratioiis ((lull! do. hui n;serviiig to eilch c¡f sêlid cl1rporêltioris full power (¡f substitutiol\ and n.:v(lc;ition. andall of the acts of said /\It(lniey(~)-iri-Faet. pur~llanL ((J these presents, ;ir(; herdi)' raLified :1I1d contirmed

Jliis I'¡iwer of Atlol'cy is gnllited :md i~ signed by bcsiinile under and by authority of ihc f(illov.'iiig resoluiions adopted hy the respective BO:II-d of Directors ofDI:VFLOPFRS SUI~ETY A!\D I 1\:Dl:l"1;-lly COMI'A!\Y and 10:DLV1N1TY ('O\1P:\l\'Y OF l'ALlFOR:\IA. dfective as otNovemher I, 200():

IU-:SOI.\/ED. that tiie Chainii:iil oftlic Hoard. tht l'röiderit and :iiy 'v'icX' I'i'csiderit orthc coi-pma:ion he, ,ind tli:it cach oFtheii 11Cleby is. aurhorizcd toexecute l'¡¡weis utAi(olTcy, qualitying the auoliicy(S) named in the p(1\\el~ oti\lloni..y Lc) ":XL:(utc. Oil behalfofthe corp(lnltiofls. bonds, 1IllikrraJ.iligs and eontr:JClsof sureiysliip; and that the Seo.i'.:tary m illlY '\ssisi:iiii Secreiary ot the CCllpolutions be, ;iiid e:Jcli of thell hcn:hy is, iluilioiizcd ll attest the ~)(e(:utioii of any suchPiiwerutAttorrey:

RI'SOLV¡ D. FURlHl,R. ihat the sigriatules of such officers imiy be att:\o.d to any stich ¡'\lweI' of Atiomey or to iiny certitic:ite rciatiiig iherl'll byFacsimile, ,mJ any siich Power iitALLOl1CY ill ccniticiite hC:Jlilig such bcsiiiiilt: Siglliltllcs shall be \':iliJ and hiii!ing lIpllri ilie (l1lj1ol-:.tioii wll\::n so anixed aiid inihe futule with respect to any bond. iimk'naJ.ila, Ol coiir:i-t ~)tsurei)"ship t( which it is :itl:ichcd

IN WTr1\ESS WHr:REC)F DFVELOI'I':RS SURETY A;\D J:\()I~I'vlNiTY CO:vlI'A'Y and 1!\I)J:M1\ïTY COMPi\l\:Y OF CALlFORNIA have se\'crally causedihese prest'nts to be signed by tht'ir lt'speetive Executive Vict' I'resident and atròied by their lespcciivc Secretary this I st clay of Ikceiiber. 200)

/~ ~"C \~~)~~By ......"",...........~i AND I.:.....,.' (( .....".. 'ro '.

/~q¡_""Rí' OR~'.".l:-t""::i- .--r.O l'~".--'-:1:2/. OCT. \~~~~ ~ 10 Èn §\3\. 1936 /~f\~ ......./OW "" .......',l:/

'.:'10 ............ 't~.................~"""'"..,

David H. Rhmks. ExecliLive Vicc-Pn;sidcnlIJ~'~Y '___.___________________._______n_____________.____.______._____._W::lte:r A, Crowell, Secn::tary

STATI; OF CAl-t-üRNIA

J('DeNTY OF ORAN(ìE

On Deceiiiber i. 2()()5 hefore: 11k'. (¡ina L. Gamer, 1\otary Pulilic (here insert nailic :.nd title otthe omcer). perslll1:JI1y :.ppeared f):.vid H. Rhodes andWalter A. CrowelL. personally knowiito ilc (or proved t( me (ll1lhe basis otsaiisÜicllllY evidence) to he the: rersunls) whuse iianii.(s) is/arc suhscrilwd to the withiiiinstruiiicni and acknowledged ro me that lie/shi.ithcy i.xecuted the same in his/her/their :Juilimizcd capacity(ies), and that by Iiis/hcritheir signature1s1 on the instruiicntthe person(s). or the entity upon behalfotwliich the pcrsoii(s) acted. executed tiie instllll1ent.

Signatiin: ~. !! ~-- (SEAL)

l.e' .. . . ~I~~ ~.~~~~E~. 'sN - COMM. # 1569561 ~§ NOTARY PUBLIC CALIFORNIA :J;: ORANGE COUNTY "i .. or _ . ~c~~~.:~~j~~s ~~Y)-2.~?J

WllNESS my hand and official seal

CERI-IFICATE

lhe undersigned, as Assistant Secretary. of!)i,:vl~I_OI'IJ~S SLRI:I'V i\!\1J 1\JIJEMi\ITY ('OMP¡\\JY and 1t\IJEI\.-li\ITY CO:vPA'\Y OF CALII''(RNIA.does hereby certify that the t(llcgoing Pmvcr uf Attoniey remains iri tull fÒrcc :iiid has llo( been rcvoked. and lunlicrtnuri'. tli:illlic prnvisii)ns of ihc resolutions ofthe respective Boards of Directors of said cOlponitioiis set forth in the Power of AttOlney. ilre in f(llce as of the dale oftliis Certificate

i-his Cci1itieale is executed in the CiLy of In.iric. Califmni::. ihe 16th d;iy 01 March 2007

lly_ßn~~Albert Hillebrand. Assistan( Secretary

ID-13~O (Re\', 12,.'(5)

City of Los ArgelesDEPARTMNT OF PUBLIC WORKSOffce ofth~ City Engineer

Premium: Included7268668

SURTY'S BOlf NQ.

VALLEY. ,., ~ ,

Distrctiivision Design OffceCouncil Distrct No. 4

Date Issued: 01/24/2007SUBDIVISION LABOR AND MATERIAL PAYMENT aOND,

CAO-RlSKMAjAOEMENT' ,NO.

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, Hillshire Investments LLC

as PRlCIPALand Indemnity Company of California a corporat¡,Qn inc"'1,oJ¡¡tl,:i,idJ'.tlelaws ofihe State of California and authorized by the laws ofile State QflCaliJqri¡¡toexecuteDQIlds andundertàkings as sole surety, as SURETY, are held andfirilybQund Ul,IQ tQedÇity.(lfL.oö

Ang~)es,iii the JUST and, FULL SUM of SEVEN THOUSAND FIVE HPNDREP A:UNQll,na,ßq),lIrs($7,500;O.O),.lawM moIley Of the ,United States, for t)e payment Qfwhichsum, weUanqt.iytQl?ev;ianel,W'~bind our$elves,oul' heirs, executors, administrators, successors, and assigiis, j91P,t1f aid5,ey.e~~UX!.rl'):r1¡~,'these preseiits. "The ÇONP¡TION ofileforegoing obligation is such that WHEREAS ile PRlCIPAI:naß'eil~,,~4:8r ÌJaboutto cnter into a çontract with the CITY, pursuant to the authority of a¡ a,ct Qf.th,eL~gis1a1;fR"qf:the':S,t,leqf Califomià known as the "Subdivision Map Act" (Division 2, commencingwithSectiç¡u pQ4l:Pi.Qf'1itle, 7 ,¡;fthe. Gov~mi¡entCode) :and amendments thereto, for the. constrction aI.ínstal1atjpn,of Cefl!ippi.bli.cimprovements Iir-accordanoe with the teims and eonditions stipulated in saidcontiact;~d1WEi:n.wA:S" ,P'7suanttosa¡dC~de, the PRICIPAL must give thisP~ ~~~T BONO ,as iicon¿¡jtj.o.n t~t4~~~ntiP!l;9f,said contract; and tor approval by the CITY of that certm division 'ofland knoWiiaS;, , ' ., "', "

TRACT NO. 50189

NOW, THEREFORE, if saidPRlNCIP AL fails to pay the Contractor orliis Sl1qeontrac¡od.or fa¡1wpaypersons i¡:ting equipmerit or fuishing labor or materials of any kindJor thepei6i;ìmQ~ij)fs~i; cOE,lr¡¡¡.i,Q,r

failsiQ payaiollts due under the Unemployment Insurance Act with "isp~et to Sl.q~ W.Q,t¡ o,riPiqT~' ih.eP s¡tgSURETYwil pay the sumein an amount not exoeeding the aiountheteinabOve set fort; MÀ,iiiso.li..ç~sv 'sLlitis brouglitupqn this bond, wi1 pay,in àddition to the face,aiO,i.tthereof, costs,¡¡iid:rfjsp;nl\¡l\i;.~iq~w;~and fees, il'CÌl\dingreasónableacttomey's fees, incured by tlie CITY in s.uçces~ful.lY enf,?Jc, ip",gg" i¡nÇli ,~h, ~g",' ~J~\m'

tobc award~dand fixed by the cour; and tQ be taxed as costs and to be loc1uded in tJ,i. JuÄ$).enttMi:ein:rendered.' ' ' ,

"

Eng. 3.805C (Rev. 09-94) Bond Ref. No. 9275 '~.¡¡~."'1 Clf2

Continuation Sheet For:SUBDIVISION LABOR AND MATER!PA¥MENTB0ND

IT is EXPRESSLY STIPULATED AND AGREED that this bond shall insure to the b~~fitofuny¡¡gallpersons, companies and çorporations entitled to file claims unde. Title IS ():omnencii:g W¡thSe~li&i308:i).ofPart 4 of Division 3 of the Civil Code, so as to give a right of aetion to them or their assigrftoaIlY sllt,bp:)tigbtupon this bond.

SHOULDrHE CONDITION of this bOl1d be fully performed, then this obligation sha!) b'ìcome fiiH aidvoid;otherwise, it shall be and remain in full foree and effect.

THE SURETY hereby stipu1íites and agrees that no change, extension oHime, alter¡¡tion oraai;tion totlie 'terms of the contract, or to the work to be performed thereunder, or to plans and specificatians; wr t)e wQrltabe performed, shall in any manner affect its obligations on this bond, imd it does' hereby w~jye ,lltiç¡,oiaiysuch ç)¡ange,extension,alteration'or addition. The provisions ofSectioiiZ845 oftheCivilt;oçj~.~¡:Hl0;t,ncondition precedent to the SURETY's oblìgation hereunder and are hereby waived by t1eSlJRETY.

IN WITNESS WHEREOF, this instrent has been duly executed by the, above nied Pr¥CWM iidSURETYon March 16 ,2022.

Principal Sig¡atories Principal Sigpatorias

c: ,'ll'\~t-~l\~~f

~~ '!.....e.'. .r

SURETY: Indemnity Company of California

BY:' UVL~ ~ ,W~.. 1IMichael J., \¡ask III, Attorney~in-Fact

Smety'sAddess: 17780 Fitch, Irvine, CA 92614

, . .' ,....., ~~..'!' ....' .. ,," ". ', (Attrn\ìy;-iiic;.faqt), '

, ,

l

", ,",'.

Eng, 3.8,05C (Rev" 09..94) Boud Ref. No, 9275 13a.&~i:Qf4

Jurat

State OfÔ (AUII ~

County Of~ IÂJ 1 ss.

Subscribed and sworn to (or affirmed) before me y ~~) 2¿i /

$kp:f &~/ar;t~~iAc

I'

on this byIT personally appeared and signed the document)

fl ~ 6'1-(l\'amc of document signer (affant))

D personally known to me or a. proved to me on the basis of satisfactory evidence

to be the person who appeared before me.

offcial seaL.

(notary seal)

OPTIONAL INFORMA nON

INSTRUCTIONS FOR COMPLETING LIUS FORlY!

DES9JPTION OF THE ATT ACllED DOCUMENT

UJndr-t.£ ¡lMl(Title or description of attached document)

Any Jural completed in California must contain verbiage that indicates thenotary public either personally knew the document signer (affiant) or that theidentity was sati4actorily proven 10 the notary with acceptable identificationin accordance with California notary law. Any jural completed in Californiawhich does not have such verbiage must have add the wording either with ajural slamp or with a jural ¡onn which does include proper wording. There

are no exceptions to this law for any Jurat performed in California. Inaddition, the notary must require an oath or affrmation from the documentsigner rexC/rding the truthfulness of the contents of the dowment. Thedocument must be signed AFTER the oath or affrmation. If the document waspreviously signed, it must be re-signed ¡nfront of the notary public during thejuratprocess

(Title or description of attached document continued)

(Additional information)

State and County inormation must be the State and County where the

document signcr(s) personally appeared before the notary public.The notary public must print his or her name as it appears within his or hercommission.Date of notarization must be the date that the signer(s) personally appeared

which must also be the same date the jurat process is completed.Print the name(s) of document signer(s) who personal1y appear at the time ofnotarization.Check of the method of identification used.Signatun: of the notary public must match the signature on fie with the offce

of the county clerk.The notary seal impression must be clear and photographically reproducible.Impression must not cov!;r text or lines. If seal impression smudges, re-seal if asuffcient area permits, otheiwise complete a different jurat form.

.:. Additional information is not required but could help to ensure this

jurat is not misused or attched to a diferent document.Indicate title or type of attached document, number of pages and date.Securely attach this document to the .~iimed dricument

Number of Pages _ DOClUcntDate

CAPA v12.lO.05 it by ÅlsociationofProfcs!rorm Notaes & CSA 800-873-9865www,nolayclasse'.~Dm

STATE OF California

COUNTY OF Orange )

before me Lorie Mandel, Notary Public, , ."", (hereinsert name and tite'¡'lthe officer)

personally appeared . ~!chael J. Wasko ILL

On 3/16/2007

personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/aresubscribed to the within instrument and acknowledged 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 the person(s). or the entity upon behalf of which theperson(s) acted, executed the instrument.

WITNESS my hand and officiai seal.

Signature&Ù Ilig (SEAL)

'. LORIE MANDEL rl, Commlliion ti 1712611 Ij ii Notary Public - Call1ornla I

l Orange County -. _ _ _ _ _~~~~~~o j

This areajÚr Oijìcia! i\Tatarial Seal

OPTIONAL

Though the data below is not required by law. it may prove valuable to persons relying on the document and couldprevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

LJ INDIVIDUAL

CORPORATE OFFICER Subdivision Labor & Material Payment Bond #7268TITLE OF TYPE OF DOCUMENT

TITLL(S)

LJ PARTNER(S) LJ LIMITED

D GENERAL

ær ATTORNEY-IN.FACT

D TRUSTEE(S)

iJ GUARDiAi\/CûÎ\ÌSERVATOR

r:J OTHER:

NUMBER OF PAGES

3/16/2007DATE OF DOCUMENT

SIGNER IS REPRESENTING:

NAME OF PERSON(S) OR E~JTTY(IES)

Indemnity G-9-i!~pany of Cali_~grnia

--i:lNER(S) OTHER THAN NAMED AB6v-~

ID-1232 (REV. 10/06) ALL-PURPOSE ACKNOWLEDGEMENT

POWER OF ATTOR"iEY FORDEVELOPERS SI;RETY AND I"iDEM"iITY COMPANY

INDEMNITY COMPANY OF CALIFORNIA1'0 BOX IlJ72'i, IRVINl ,LA 92Ci2. (949) 2(',i-.Ì-ì(iO

Kl\;OW AU. ME\J BY TIIESI: r'll.ESf~NlS. ihal ~"XCi:rl as l::\pl',;ssly' liiiiiicd, DEVELOI'I.,RS SUU:TY AND I\JDLM\JllY COMI'ANY and IJ\DE:-lNITYCOMPANY OF CALIFORl\ll\, J(i c:.icli. IH:rchy iiake. ciinsiiiulc ilnd appoint

***Steven A. Swartz, Nicki Swartz, Patricia R. Minder, Michael J. Wasko III, jointly or severaliy***

as their true and lawful Aitorncyls)-in-Filcl, In niake, execute. (klivci' amI aCklllJwkdgc. for and Oil belialf uf said COrpOI"aliolls. ¡b sureties. bonds. undniakil1gsand conll':icls of suretyship giving and gi";iriiing uuto said Attiiim:y(sl-in-Fac\ full pov,.:cr Jild al\thoi'ily to do aiiù to Pc'i.tiirii tn~i'y act m::ccssary. requisite or propei'¡,¡ be done in dlllllectioii IliC1T\vilh as eLlch or "aid CC¡rplJl"tiol1S could do. hut reserving tii each .¡fsaid corporations full power ()fsuhstituiiOli and revocation, andall ofthc acts otsaid AltorneYhl-iri-Fact. pUI'suanl to thcse presents, ~m-: het'cby l"tdied ,1iÙ coiitìrmcd

lliis Power of i\iturllCY i" granted iind i.s signed hy facsimile under and by aul!ioriiy of the followinj! rcsolii¡iuns adopted by ihe i'especiivc BOi\ld of Direclors ofDEVI':l.Ol'iJ~S SLl~ETY AND I r-Dl:rL'1)\ITY CUMPA1\Y and INDLM\ITY CC)1.1PASY OF CALlHW.Î\IA. dkctive as of\O\iliihcr I 2000

rU:SOLVED. thai tiie CIi:iirm:ii ol'thc Board, thi; l'röidClII and a!iy Vice President of the corporal ion he. and ihal each oftlieii hereby is, alll1(li/cd 10executc I'owns ofAucil'ey, qualifying ihe aiiol'cyis) naliicLi iii the ¡'(,\Vcrs (If Aiionley LO e\i:(;ute, (Ill hehallotthe nilp(iiatioiis. h()iids, 1Iiidertakiiigs and ":Ol1tr:iclSuf suretyship; and that the Secl'dary or ilny Assistant Secretary uf the l"(1Iporatiolls be, ilnd each of them hcr..by is, alltlioli/ed to attest th", ",xccuiioii of any suchl'owClotAltorney;

RESOLVED. FLRlHf'.R. iliaiih.. signatutcs of siich ufficers iiay be attïxcd to any sii..h I'ower of 1\1101t1ey Ol lu any c"'rtitk;¡te lclating ilu;n:to byfa..siiiik, and any stich Power iifAttoi'lCY ()l caiificHte heariiij! such bcsimik sigllalUle" .sh~jll bc \':ilid and hiiiding upon (he U1ljKlI':ilion when SlJ ¡¡tlixcd and inthe tÜtUle v,'itli i'öp",cl to any b~)nd. iindeiiakiiig or contract ofslJldy.ship to which it is :Jtachcd

IN WITNESS \V'HEiH:OF, m:VELOPERS SLREfY AJ\D IN Dr:r-'lÎ\Try COrL,1f-\l"Y aiid INDEMNITY COMPM,'Y OF (¡\L11-0R:\IA have se\-Lrally calledthese presents to be signed by their l'Cspeciive l:\ecutive Vice Pn:sideiil and attested by their respective Sccretar;' this I st day of Ikcel1ber. 1005.ci~~--By ______._

Walier A, Crmvell, Secrclary

Ak"'~,......,'",..'..."

....' i AND I 'I"~"'9:~'\...............I\O"'"

/~__/àR¡: ORA ;:...~-?;\ff.. ¡ c. ~ \-:~:0:: OCT. : ~ ~~ 'i ~ 10 ¡ n ~\3\. 1936 /~j'\~'-.'...fOWfl .....-:i'b/

...~O .........".. t-~"....."."....~....,"""'...

ByDavid H. Rhodes. E\ectltive Vice-President

STAlE OF CALlr;ÜRNI/\

JCOCNTY OF ORi\N(iE

011 Deccmber I. 2()()5 hefore me'. Gina L. (j¡irner, NOlary Puhlic (here insert nailc anù title of the otficerl. persun:illy appeared D;wid H. Rhodes andWalter A CrowelL. personally kn(lwn to me (or proved 101m. on ihe' basis of satisfactory evidence) to be the person(s) whose namets) is/arc subscribed totlie withinilistrLliicnl aiid acknowledged tOl1e that hcisheithey execuled the same iiiliis/lier/iheir auilioi'il.cd Ciipacily(ics), and th~i! by his/her/their signalurC(sli)f the illstrtlllen!the person(s). or the eniity upon belialfofwliich the persoi\(s) acted, exccuted the instniiiient.

Signanire ,~.~~~ (SEAL)

f . . . . . ~I~~ ~..G~~~E~. J'" ~- COMM. # 1569561 ~~ NOTARY PUBLIC CALIFORNIA :i~ ORANGE COUNTY "Jt .~c()~f!'_~~P.¡!~S May.~_3, .2~J~._~-~.~~~ y~~.

\VlTNESS my haud and otfici:il scal

CERTIFICATE

The undersigned, as Assistaiit S..crctary. útDEVUOPFRS SURETY /\\1) I;\DI~M;\ITY ('OMI'AÎ\'Y and INDU,.1NlTY CO\i1PAt\Y OF CALIFORNIA,does Iil'Tcby ecnity th:it thc foregoing Power of Atlomcy rciiiaiiis in full force :il1d hilS LLO( heen revoked, and hinliermore, that (he provisil)1s of ihe rcsolutiilrs ofihe respective 13úal'ds of Directors of said corpOlatiolis set forth in the Power of Attoriic;.... arc in f(lr~"L as of the dale of this CLltificate

This Certitïcale is executed in Lhc City of In.'inc, Calif(imia, the 16th day of l1rrn "27

Ily_~~~/\lbci1l-illehraliu, Assislant Secretary

lD-I.1S0 (Rev. 12/()5)

,

State of CaliforniaKevin Shelley

Secretary of State

FII. #200406410104

:

UM¡) LIABILITY COMPANY~, ARTiCLES OF ORGANIZATION

ENDORSEdJ . FILEDIn lh of1ce oftn., S ' re ' .,.... ·

otin, SlaltOf~"~, r~fSt.i

¥AR 2 i, 2004

KEVIN SHSL.L.EVSecretary pi $tat.

A $70.00 flll"9 fee must accompany this form.

z.

TEO LlAtLITV C_èVATlQl 'I OR "\L,C ")l-ilhir In~.tnt. Li.CTlPU OF THE L ITEO LIABIL I' COMPANY IS TO ENG..Gi IN ANY LAWFULACT OR'" ITV ~0"1N1C ALlITEi:UAITCONi fly BE ORGANI2:EO uNDER THE BEeRLY.KILLEA LIMITEO LIABILITY COMPANY ACr,

,,_'. . . . .' iK TH A ""lATE PReVISle.. BELOW AND "AM THE AGEfT . SERVCE OF ROC SS,

This Space .orFilin Usa Önly

ANY (!NO THE NAM~ wl,.H THE WOIõO~ 'LIMIT¡:O i.IABIUi' COMP",NV:'''TQ,L1ABll.fI'VCO,,''TJ

IMPR1ANT _ Read instructions before completIng this form.

1.

i.

i:r.1ND,1\DUAl'!$IOING1N CALIFORNIA, PROceeo:o IT!M 4.t'AÇOOi'TION WHICflHAS FILEO A CERTIFICATE PURSUANT TO seCTiON 1~Q5, PRoce,EO TO ITe~ 5.

M;N'sNMe: Alber lì~"raf

OF 'e E'N FOR VIC¡¡ 0' P ocess IN CALIFO "lA, IF .." I OIVIOUAL:

srATE CA

COMPANY WILL Be MA"..G I) BY: ICHECK ONEf

iip COOE 91105:

c: ONE ¡MA(lRc: M~E THIIN ONE MANAGERcz ALL LIMITED LIABILITY COMPANY MEMBER(S) ,

o~~ , TT IlS TO BE I (¡LUOll ,.. TI (¡ERTIFICATE M Y aE SEHORT ON SEpARATE ,ACHEPA OAR,E ,'" E APA OF THS CERTlFICATe. OTHER MATTERS MAY 'NCLUDE THE LATEST DATE ON WHICH 'lMe lIIVITe1i LlAaILlTY ~Ni fl TOD~L~ .

0' pAGES A AOIoEO, IF ANY:

e.

7.

I. TYE NESS OF T LIMITEO LIAS"ITY OOMP"'''Y. ¡FOR INFORMAT! NAL PURPOS¡¡S L 1'1

ri estalt lnvestents

s. I'IS ' ' I;T"

~~~OF ORGANI~R

Alblrt Sharell' ~. PRNT NAME OFORGI\N1ZEF=

""RSON WHO EXECUTED THIS INSTP.UMiNT, wHleXECUT II IS

A \ri.~ $llÅ .\ Marçh 22,200~. . ~ OATE.'Ii

NAMEFIRM

AOl)RESSClTlST An¡ZLP CODE

Miiutin H. eleink, Jrl.aw Olnes of Martin H, ¡¡lank, Jr.1e90 South Bundy Drive, Suite 540Loa Angelas. CA90025,5245

L

10. RERN TO:I

SEC/STATiFOFlM L .1 (Re\l, '21003) _Flt,lNGFEe 510,00

~..._ ,r

- .._~

.. _.. l-

1"-,- ./ .~:/, LAW OFF"ICES OF

MARTIN H. BLANK, JR.1990 SOUTH BUNDY DRjVE

SUITE 540LOS ANGELES. CALIFORNIA 90025TELEPHONE (310) 979-0325

FAX 13101 979-7139EMA, L: marty¡jmblankcom

May 18, 2004

VIA OVERNITE EXPRESS

Albert SharafAitan Hillel164 W. Del Mar BoulevardPaSadena, CA 91105

Re: Hillshlr Investments LLCOperating Agreement

Dear Albert and Aitan:

Enclosed is a draft of the Operating Agreement for Hillshir Investments LLC.

i have assumed in the Agreement that you each are contributing your one-half undividedinterests in the property to Hillshir and that you will remain as 50-50 owners of Hillshir.

Under this Agreement in its present form the consent of both of you is required for anyparticular action of the LLC. The Agreement will need to be amended if either of you ispernitted to take unilateral action, such as signing checks, executing construction and othercontracts or any other matters. Please advise me if such a provision should be included.

You will note that i have included in Article 13 a buy-sell provision, whiGh is one way ofdealing with disputes that may arise between the two of you. This provision can be eithereliminated if you do not want it, or it can be modified in any manner that you desire,

Please get back to me as soon as possible wth any changes you might want in thisdocument. i also need to know whether you would like me to apply to a federal tax id number.am assuming that you will get a business license for the entity and any other permits that youneed, inGluding, but not limited to, building permits in connection with the develooment of theproject to be undertaken by the LLC.

Please also note that in connection wth these transactions, i represent the companyitself and neither of you individually, Thus, if there is a dispute between the two of you, i cannotrepresent either one of you unless you both agree. A provision to this effect is set forth at theend of the operating agreement.

Albert SharafAian HillelMay 18, 2004Page 2

I look forward to hearing from you on the terms of the agreement.

As we discussed with Mike Mills, there is a risk that the property will be reassessed whentitle it transferred to the LLC, and that the recorder's office will require the payment ofdocumentary transfer taxes in connection with the recordation of the deed, You may also needthe approval of the existing lender in connection with the transfer.

i have in my files a copy of the letter from Mr. Hillel's brother indicating that title to thesubject property has always been held in trust for the benefit of the two of you. As explained byMike Mills, this lelter will give you a better chance of avoiding adverse gift and income taxconsequences on the transfer of the property, That is not a guarantee that the IRS ortheFranchise Tax Board would agree that not taxes are due. Mike Mills also explained to you thatcontributing the properties to the new limited liability company would not give rise to income taxeither of you, as long as your respective shares of the liabilities with respect to the propertremain approximately the same before and after the transfer,

Hopefully this letter responds to your letter to me dated February 15, 2004.

Very truly yours,

/'" C /I' ,7, l- f)ld~¡ , , I (/),l; ,.' ','

! (ttYiz 1L . l;J(;ilX- c"h'- i /~L 1//;¡

Martin H. Blank. Jr,

MHB/sjgEnclosure

F:\WPFILES\ClIENTS\HllLSHIR JNVESTMENTS\LETTR TO ALBERT SHARAF AND AITAN HiLLEL 4.26.04.DOC5f18/D411:9

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

HlllSHIR INVESTMENTS LLC

This Limited Liability Company Operating Agreement (the "Agreement") is made andentered into ,and effective as of April _, 2004, by and among ALBERT SHARAF ("SHARAF"),and AITAN HILLEL ("HillEL"), with reference to the recitals set forth below. SHARAF andHILLEL may hereafter be referred to collectively as "Members" or individually as "Member."

RECITALS

Members have agreed to form a limited liability company (hereinafter called the "LLC")pursuant to the provisions of the California Limited Liability Company Act, as amended from timeto time (the "Act"),

In consideration of the covenants and the promises made herein, the parties heretohereby agree as follows.

ARTICLE 1INTRODUCTORY MATTERS

1.1 FORMATION OF LLC. The parties have caused to be formed the LLC pursuantto the provisions of the Act by filing the Articles of Organization with the Secretary of State ofCalifornia.

1.2 NAME. The name of the LLC is "HILLSHIR INVESTMENTS LLC:' TheMembers shall operate the Business of the LlC (as defined below) under such name or usesuch other or additional names as the Members may deem necessary or desirable providedthat the Members shall have reasonably determined, before use of any such name, that the lLCis entitled to use such name and wll not by reason of such use infringe upon any rights of anyother Person, or violate any applicable laws or governmental regulations,

1.3 PRINCIPAL OFFICE. The llC's principal place of business shall be located at:164 W. DeJ Mar Boulevard, Pasadena, CA 91105.

1.4 AGENT FOR SERVICE OF PROCESS. The name and address of the LlC'sagent for service of process is Albert Sharaf, 164 W. Del Mar Boulevard, Pasadena, CA 91105.

1.5 PERIOD OF DURATION. The period of duration of the LLC ("Period ofDuration") shall be fifty (50) years, commencing on the date of the filing of the Articles ofOrganization with the California Secretary of State, unless the LLC is teiminated or dissolvedsooner. in accordance with the provisions of this Agreement

1.6 BUSINESS AND PURPOSE OF THE LLC.

1.6.1 The Business and Purpose of the LLC shall be limited to the owiershipand operation and development of that certain real property located at 11218 La Maida StreetNorth HoJlyvood, CA ("Premises").

F:IWPFILESICUENTSIHillsrrir fnvestments\Operaling Agreement v2 4-26-04.doc

ARTICLE 2DEFINITIONS

2.1 ACT. "Act" shall mean the California Limited Liability Company Act (or anycorrespondirig provision or provisions of any succeeding law).

2.2 AFFILIATE. "Affiliate" means, when used with reference to a specified Personcontrolling or controlled by or under common control with the LLC including, without limitation Oìany PerSon who has a familial relationship, by blood, marriage or otherwise with any partner oremployee of the LLC, or any affiliate thereof and (ii) any Person which receives compensationfor administrative, legal or accounting services from this LLC, or any affiliate. For purposes ofthis definition, "control" when used with respect to any specified person, means the power todirect the management and policies of such person, directly or indirectly, whether through theownership of voting securities, by contract or otherwise.

2.3 AGREEMENT, "Agreement" means this Limited LiabilityCompany OperatingAgreement, as originally executed and as amended from time to time, as the conteit requires.Words such as "herein", "hereinafter", "hereto", "hereby" and "hereunder", when used withreference to this Agreement, refer to this Agreement as a whole, unless the context otherWserequires.

2.4 ARTICLES OF ORGANIZATION. "Articles of Organization" means the Articles ofOrganization filed with the California Secretary of State for the purpose of forming the LLC.

2.5 AVAILABLE CASH FLOW. "Available Cash Flow" with respect to the Businessof LLC for the applicable period means the gross cash revenues and funds received by the LLCfrom the Business of LLC for such period from whatever source, reduced by (a) cashexpenditures made by the LLC which the LLC is obligated to make for or during such period,including, without limitation, debt service payments and all repayments of working capitaladvances, if any, (b) costs and other expenses related to the sale or financing (or refinancing) ofthe Business ,of LLC and the payment for any capital expenditures or other expenses for whichsale or financing (or refinancing) proceeds are used and the satisfaction of any indebtednessbeing refinanced or discharged, (c) other costs and expenses reasonably incurred by the LLC inconnection with the operation and management of the LLC, and (d) Reserves in amountsreasonably determined by the Members to be necessary or prudent for future costs, expensesand payments or for substantial costs which are not likely to be covered out of any other accountof the LLC, including Reserves for possible equity retirement.

":.0 BUSiNESS û¡: THE LLC.'8usiness of tne L.L.G snail nave the meaning setforth in Section 1.6 hereof.

2.7 CAPITAL ACCOUNT. "Capital Account" of a Member shall have,the meaning setforth in Section 3.4 hereof.

2.8 CAPITAL CONTRIBUTIONS. "Capital Contributions" shall refer to the amountsspecified as capital contributions in Article 3 hereof, together with all other capital contributionsmade by any Member in accordance with the terms hereof.

2

F:\WPFILES\CLIENTS\Hillshir Investments\Operating.Agreement v2 4-26-04.doc

2.9 CODE. "Code" means the Intemal Revenue Code of 1986, as amended (or anycorresponding provision or provisions of any succeeding law),

2.10 CUMULATIVE PREFERRED RETURN. (Intentionally Omitted).

2.11 DEPRECIATION. "Depreciation" means for each taxable year, an amount equalto the depreciation, amortization or other cost recovery deduction allowable for federal incometax purposes with respect to an asset of the LLC for such taxable year, except that ifthe GrossAsset Value of an asset differs from its adjusted basis for federal income tax purposes at thebeginning of such taxable year, Depreciation shall be an amount \Mich bears the same ratio tosuch beginning Gross Asset Value as the federal income tax depreciation, amortization or othercost recovery deductìon for such taxable year bears to such beginning adjusted tax basis;provided, however, that if the adjusted basis for federal income tax purposes of an asset at thebeginning of such taxable year is zero, Depreciation shall be detemiined with reference to suchbeginning Gross Asset Value using any reasonable method selected by the Members.

2.12 DISSOLUTION. "Dissolution" means (a) when used with reference to the LLC,the earlier of (ì) the date upon \Mich the LLC is temi inated under the Act, or any simHar provisionenacted in lieu thereof, (Ii) the date upon \Mich the LLC ceases to be a going concem, or (iii) thedate upon which the LLC is dissolved pursuant to Section 9.1 hereof, and (b) when used withreference to any Member, the earlier of (I) the date upon \Mich there is a Dissolution ofthe LLC,or (if) the date upon \Mich such Member's entire interest in the LLC is terminated by means of adistribution or series of distributions by the LLC to such Member or otherwise.

2.13 FISCAL YEAR. "Fiscal Year" means the period of January 1 to and in eludingDecember 31.

2.14 GROSS ASSET VALUE. "Gross Asset Value" means, with respect to any asset,such assets adjusted basis for federal income tax purposes, except that the initial GlOSS AssetValue of any asset contributed by a member to the LLC shall be the glOss fair market value ofsuch asset, as detemiined by appraisal or agreement of the Members. The Gross Asset Valuesof aft LLC assets shall be adjusted to equal their respective gross fair market values, asdetermined by the members and as required by the Regulations, If the Gross Asset Value of anasset has been detemiined or adjusted in accordance with the provisions hereof, such GrosAsset Value shall thereafter be adjusted by the Depreciation taken into account with respect tosuch asset for purposes of computing Net Profits and Net Losses.

2.15 LENDER. (Intentionally omitted.)

2.16 LLC. 'UC" shall refer to Hillshir Investments LLC.

2.17 LLC INTEREST. "LLC Interest" or "Interest" shall refer to (I) a Person's right toshare in the income, gains, losses, deductions, credits, or similar items of the LLC and to receivedistributions from the LLC, (ii) the right to Vote or otherwise participate in management asprovided in this Agreement, and (Iii) the rlght to information conceming the business and affairsof the LLC as provided by law or this Agreement.

2.18 LLC M1NIMUM GAIN. "LLC Minimum Gain" means the amount determined bycomputing with respect to each nonrecourse liability of the LLC, the amount of gain (of whatevercharacter). if any, that would be realized by the LLC if it disposed (in a taxabie transaGtion) of the

3

F:\WPFfLES\CLrENTS\Hillshir Investments\Operating Agreement v2 4-26-04.doc

Business of LLC subject to such liability in full satisfaction thereof, and by then aggregating theamounts so, computed as set forth in Regulations Section 1.704-2(d).

2.19 LOAN. (Intentionally omitted,)

2.20 MEMBERS. "Members" or "Member" means any Person who executes acounterpart of this agreement as a Member and any Person who subsequently is admitted as amember of the LLC,

2.21 NEGATIVE CAPITAL ACCOUNT. "Negative Capital Account" means a CapitalAccount with a balance of iess than zero.

2.22 NET CAPITAL CONTRIBUTION. "Net Capital Contribution" means, with respectto a Member, the Member's aggregate Capital Contributions less the aggreate distributionstheretofore made to such Member pursuant to Article 5,

2.23 NET PROFITS AND NET LOSS. "Net Profits" or "Net Loss" (or "Losses") mean,for each taxable year of the LLC (or other period for which Net Profits or Net Loss must becomputed), the LLC's taxable income or loss detemiined in accordance with IRC Section 703(a),with the following adjustments:

2.23.1 All items of income, gain, loss, deduction, or credit required to be statedseparately pursuant to IRC Section 703(a)(1) shall be included in computing taxable income orloss;

2.23.2 Any tax-exempt income of the LLC, not otherwise taken into account incomputing Net Profits or Net Loss, shall be included in computing taxable income or loss;

2.23.3 Any expenditures of the LLC described in IRC Section 705(a)(2)(B) (ortreated as such pursuant to Regulation Section 1,704-1 (b)(2)(iv)(i)) and not otherwise taken intoaccount in computing Net Profits or Net Loss, shall be subtracted from taxable income or loss;

2.23.4 Gain or loss resulting from any taxable disposition of LLC propert shallbe computed by reference to the Gross Asset Value as adjusted under Regulation Section1.704-1 (b) ofthe property disposed of, notwithstanding the fact that the Gross Asset Valuediffers from the adjusted tax basis of the property for federal income tax purposes;

4

F:\WPFILES\CllENTS\Hilishir Investments\Operating Agreement v2 4-26-04,doc

2.23.,5 In lieu of the depreciation, amortization, or cost recovery deductionsallowable in computing taxable income or loss, there shall be taken into account theDepreciation computed based upon the Gross Asset Value of the asset; and

2.23.6 Notwithstanding any other provision of this definition, any items which arespecially allocated pursuant to Section 4.2 through Section 4,8 shall not be taken into account incomputing Net Profits or Net Loss.

2.24 PERSON. "Person" means any individual, partnership, limited partnership.corporation, trust, estate, association, limited liability company, or other entity, whether domesticor foreign.

2.25 POSITIVE CAPITAL ACCOUNT. "Positive Capital Account" means a CapitalAccount with a balance greater than zero.

2.26 PRINCIPAL. "Principal" means the natural person(s) which is in ultimate controlof a Member if the Member is not a natural person,

2.27 PROPERTY. "Property" means that certain real property located at 11218 LaMaida Street, North Hollywood, CA

2.28 REGULATIONS. "Regulations" means the federal income tax regulationspromulgated by the Treasury Department under the Code as such regulations may be amendedfrom time to time. All references herein to a specific section of the Regulations shall be deemedalso to refer to any corresponding provisions of succeeding Regulations.

2.29 RESERVES. "Reserves" means funds set aside from Capital Contributions orgross cash revenues as reserves, Such Reserves shall be maintained in amounts reasonabydeemed suffcient by Members (or as otheiwise determined by the terms of any applicablefinancing documents) for working capital and the payment of taxes, insurance, debt service,repaii-s, replacements renewals, or other costs or expenses incident to the Business ofthE LLC,or in the altemative, the Dissolution of the LLC, provided, however, such Reserves shall notexced an amount equal to the obligations of the LLC reasonably anticipated by Members to bedue in the then foreseeable future.

2.30 VOTE. 'Vote" has the meaning set forth in Section 6.3,

ARTICLE 3MEMBERS & CAPITAL CONTRIBUTIONS

3.1 NAMES AND ADDRESSES OF MEMBERS. The names and addresses of theseinitial Members ("Initial Members") of the LLC are as follows:

(a) Albert Sharaf -164 W, Del Mar Boulevard, Pasadena, CA 91105(b) Aitan Hillel - 164 W Del Mar Boulevard, Pasadena, CA 91105

No person shall be admitted as an additional M=mber of the LLC except with a Vote of theMembers.

3.2 CAPITAL CONTRIBUTIONS.

3.2.1 Sharaf and Hillel shall cause to be contributed to LLC all of its right. titleand interest in and to the Property; however, title may now be held,

3.2.2 If the Members at any time or from time determine that the LLC requires

additional capital, such additional capital contnbutions ("Additional Capital Contribution") shall bemade in the ratio of fifty percent (50%) by Sharaf and fifty percent (50%) by HilleL. Within ten(10) days after the Members have determined the amount of the additional capital required, eachmember shall pay his or its share to the LLC. If a Member fails to pay when due all or anyportion of the Additional Capital Contribution (the "Unpaid Contribution"), To the extent theUnpaid Contribution is contributed by any other Member, the Member making the UnpaidContribution on behalf of the defaulting Member shall be entitled to receive a priority distribution("Priority Distribution") from the LLC equal to the amount of the Unpaid Contribution which hasbeen contributed by the non-defaulting Member plus an amount equal to eighteen pen:ent (18%)thereon compounded annually before any other distributions are made to the Members pursuantto Artcle 5 and Article 9 of this Agreement. ~

3.2.3 Except as set forth above, no Member shall be required to make any

Additionai Capital Contributions to the LLC.

3.3 GENERAL PROVISIONS.

3.3.1 LLC CAPITAL. No Member shall have the right to withdraw, or receiveany return of, its Capital Contribution, and no Capital Contribution may be retumed in the for ofpropery other than cash except as specifically provided herein.

3.3.2 NO INTEREST ON CAPITAL CONTRIBUTIONS. Except as expresslyprovided in the Agreement, no Capital Contribution of any Member shall bear any interest orotherwise entitle the eontributing Member to any compensation for use of the contributed capital.

3.4 ESTABLISHMENT OF CAPITAL ACCOUNTS. A separate capital account("Capital Account") shall be established and maintained by the LLC for each Member.

3.5 MAINTENANCE OF CAPITAL ACCOUNTS. The Capital Accounts of theMembers sha,lI be maintained by the LLC in accordance with the following provisions:

3.5.1 A Member's Capital Account shall be credited with the amount of moneyand the fair m.arket value of any property contributed to the LLC (net of liabilities secured by suchpropertythatthe LLC either assumes or to which such property is subject), the amount of anyLLC unsecured liabilities assumed by the Member, and the Member's distributive share of NetProfis and any item in the nature of income or gain specially allocated to the Member pursuantto the provisions of Section 4,2 through Section 4,7; and

3.5.2 A Member's Capital Account shall be debited with the amount of moneyand the fair market value of any LLC property distributed to the Member (net of liabilties securedby such distriQuted property that the Member either assumes or to which such property issubjectf the amount of any unsecured liabilities of the Member assumed by the LLC, and theMember's distributive share of Net Loss and any item in the nature of expenses, losses, flngdeductions specially allocated to the Member pursuant to the provisions of Section 4.2 throughSection 4.7.

Lf the Gross Asset Value of LLC property Is adjusted pursuant to the Regulations, theCapital Account of each Member shall be adjusted to reflect the aggregate adjustment in thesame manner as if the LLC had recognized gain or loss equal to the amount of such aggregateadjustment.

3.6 SPECIAL RULES WITH RESPECT TO CAPITAL ACCOUNTS.

3.6.1 TIME OF ADJUSTMENT FOR CAPITAL CONTRIBUTIONS. Forpurposes of computing the balance In a Members Capital Account, no credit shall be given forany Capital Contribution which such Member is to make until sueh contribution is actually made.

3.6.2 ADJUSTMENT FOR CHANGE IN BOOK VALUE. In the event the BookValue of an asset is adjusted, the Capital Accounts of all Members shall be adjusted to reflectthe aggregate net adjustment as if the resulting gain or loss recognized by the LLC wasallocated to the Members in the manner provided in Article 4 hereof.

3.6.3 INTENT TO COMPLY WITH TREASURY REGULATIONS. Theforegoing provisions of Section 3.6 and the other provisions of this Agreement relating to themairitenahcé of Capital Accounts are intended to comply with Treasury Regulations issuedpursuant to Section 1.704-1 (b), and shall be interpreted and applied in a manner Gonsistent withSuch Treasury Regulations. To the extent such provisions are inconsistent wih such TreasuryRegulations or are incomplete with respect thereto, Capital Accounts shall be maintained inaccordance with such Treasury Regulations,

3.7 TRANSFEREE'S CAPITAL ACCOUNT. In the event any Member transfers anyLLC Interest in accordance with the temis of this Agreement, the transferee shall succeed to theCapital Account ofthe transferor to the extent it relates to the transferred LLC Interet.

3.8 NO OBLIGATION TO RESTORE DEFICITS. No Member shall have any liabjlityor obligation to the LLC, the other Members, or any creditor of the LLC to restore at anytime anydeficit balance in such Members Capital Account.

ARTICLE 4ALLOCATION OF PROFITS AND LOSSES

4.1 ALLOCATION OF NET PROFITS AND NET LOSS. After giving effect to theSpecial Aflocations set forth in Section 4.2 through Section 4.8, below, Net Profits and Net Lossfor each taxable year of the LLC (and in each case each item of income, gain, loss, deductionand tax preference, required to be taken into account separately under Section 702(a) oftheCode by the Members, which are included in the computation of profis and losses for such fiscalyear) shall be allocated to the Members on the last day of such taxable year as set forth in thisArticle 4.

4.1.1 NET LOSS. Net Loss shall be allocated to the lvmbers in the followingorder of priority: Fifty percent (50%) to Sharaf and fifty percent (50%) to HilleL.

4.1.2 NET PROFITS. Net Profits shall be allocated to the Members in thefOHowing order of priority: Fifty percent (50%) to Sharaf and fifty percent (50%) to HilleL.

4.1.3 RESIDUAL ALLOCA nONS. Except as otherwise provided in thisAgreement, all items of LLC income, gain, loss and any other allocations not otherwise

specifically provided for herein shall be divided among the Members in the same proportions thatas they share Net Profits or Net Loss, as the case may be, for the applicable Fiscal Year.

4.2 MINIMUM GAIN CHARGEBACK. If there is a net decrease in LLC MinimumGain during a Fiscal Year, so that an allocation is iequired by Regulation Section 1.704-2(f),each Member will be allocated under this Article 4, items of income and gain for such FiscalYear (and ifnecessary, subsequent years) in proportion to and to the extent of an amount equalto such Member's share of the net decrease in LLC Minimum Gain detemiined in accordancewith Regulations Section 1.704-2(g)(2). This Section 4.2 is intended to comply with; and shaH beinterpreted consistently with, the "minimum gain chargeback" provisions of Regulations Section1.704-2(f).

4.3 MEMBER NONRECOURSE DEBT MINIMUM GAIN CHARGEBACKNotwithstanding any other provision of this Article 4, but except Section 4.2, if there is a netdeGrease in Member Nonrecourse Debt Minimum Gain attributable to a Member NoriecourseDebt during any Fiscal Year of the LLC, each Member who has a share of the MemberNonrecourse Debt Minimum Gain attributabie to such Member Nonrecourse Debt, deteimlnedinaccordance with Treasury Regulations Section 1.704-2(1)(5), shall be specially allocated items ofLLC income and gain for such year (and, if necessary, subsequent years) in an amount equalsuch Member's share of the net decrease in Member Nonrecourse Debt Minimum Gainattributale to such Member Nonrecourse Debt, detemiined in accordance with RegulationsSection 1. 7Q4-2(1)(4). Allocations pursuant to the previous sentence shall be made.'n proiototl"repec:tive amounts required to be allocated to each Member pursuant thereto. Th itemstobeso aflQcated shaH be detemiined in accordance with Regulations Section 1.704-2(t)(4).This Sectn 4.3 is intended to comply with a minimum gain chargeback requirement of that

section ofthe Regulations and shall be interpreted consistently therewith.

4.4 QUALIFIED INCOME OFFSET. In the event any Member unexpecedly receivesanyadjustmEinti:, allocationi: or distributions described in Section 1.704-1 (b)(2)(ii)(d)(4), (5) or (6)of the Regulations, items of LLC income and gain shall be specifically allocated to each SuchMember in al' amount and manner i:ufficient 10 eliminate, 10 the exlenl required by theRegulalipns, the Adjusted Capital Account Deiicit of such Member as quickly as possibre,

provided that an aUocation pursuant to Ihis Section 4.4 i:haH be made only if and to the extentthat such Member would have an Adjusted Capital Account Deficit after aH other aUocalionsprovided for in this Artiere 4 have been tentatively made as if this Section 4.4were not ¡ntheAgreement. This Section 4.4 is intended to constitute a 'qualified income offset" within themeaning of Regulations Section 1.704-1 (b)(2)(ii)(d)(3).

4.5 MEMBER NONRECOURSE DEDUCTIONS. Any Member NonrecourseDedUGions fOr any Fiscal Year or other period shall be i:pecially alloeated to the Member.whobears (oris deemed 10 bear) the eeonomic rii:k of loi:s with respect to the Member Nonrecourse.Debt to. which such Member Nonrecourse Deduclions are attributable in accordance withRegulations Section 1,704-2(1)(2).

4.6 SPECIAL ALLOCATIONS. Any special allocations of items of Net Profits or NetLoss pursuant to Sections 4.2, 4.3, and 4.5 shaH be taken into account in computing subsequentallocations of Net Profits or Net Loss pursuant to Section 4.1, so that the net amount of anyitems so allocated and the gain, loss and any other item allocated to each Member pursuant toArticle 4 shaH, 10 the extent pOSSible, be equai to the net amount that 'vuld have been allocated10 eaCh such Member pursuanl to the provisions of this Article if such speciar aUocations hadnoloccurred. '

4.7 FEES TO MEMBERS OR AFFILIATES. Notwìthstanding the provisions ofSection 4.1"in the event that any fees, interest, or other amounts paid to any Member or anyAffliate ther$of pursuant to this Agreement or any other agreement between the LLC and anyMember or Affiliate thereof providing for the payment of such amount and deducted by the LLCin reliance on Section 707(a) and/or 707(c) of the Code, are disallowed as deductions to the LLCon its federal income tax retum and are treated as LLC distributions, then:

4.7.1 The Net Profits or Net Loss, as the case may be, for the Fiscal Year inwhich such fees, interest, or other amounts were paid shall be increased or decreased, as thecase may be" by the amount of Such fees, interest, or other amounts that are treated as LLCdistributions; and

4.7.2 There shall be allocated to the Ivmber to which (or to whose Affmate)

such fees, interest, or other amounts were paid, prior to the allocations pursuant to Sect,Of 4.1,an amount of gross income for the Fiseal Year equal to the amount of such fees, interest, orother amounts that are treated as LLC distributions,

4.8 SECTION 704(c) ALLOCATION. Any item of income, gain, loss, and deductionwith respect to any property (other than cash) that has been contributed by a Member to thecapital of the LLC and which is required or permitted to be allocated to such Pvmber for incometax purposes under Section 704(c) of the Code so as to take into account the IBriation beenthe tax basis of SUCh property and its fair market value at the time of its contibutiol1 shaH beallocad to such Member solely for income tax purposes in the manner so required orpermittd.

ARTICLE 5DISTRIBUTIONS

5.1 AVAILABLE CASH FLOW. Available Cash Flow of the LLC ,shall be distibuedto the Members from time to time as soon as reasonably possible following receipt thereof by theLLC, anticlpated to be quarterly, as follows: to the Members in equal shares.

5.2 LIQUIDATING DISTRIBUTIONS. Available Cash Flow distributed in DissoMioriof the LLC shall be distributed in accordance with Section 9.4 of the Agreement.

ARTICLE 6RIGHTS, DUTIES, OBLIGATIONS AND COMPENSATION

OF MEMBERS

6.1 MANAGEMENT OF THE LLC. Each of the Members shall be responsible for themanagement and operation of the Business of the LLC,

6.2 LIMITATIONS ON RIGHTS AND POWERS. Except by the unanimousagreement of the Members which is evidenced in writing, neither the Members nor other officerof the LLC shall have authority to:

6.2.1 Enter into or commit to any agreement, contract, commitment or obligationon behalf of the LLC obligating any Member or Principal to find additional capital, to make orguarantee a 10ßn or to increase its personalliabjjity either to the LLC or to third parties;

6.2.2 Receive or permit any Member or Principal to receive any fee or rebate, orto participate in any reciprocal business arrangements that would have the effect ofcircumventfg any of the provisions hereof;

6.2.3 Materially alter the Business of the LLC or deviate from any appröved

business plain of the LLC as set forth in this Agreement;

nominee;6.2.4 Permit or cause the LLC to place title to any Property in the name ofa

6.2.5 Permit the LLC's funds to be commingled \\th the funds of any otherPerson;

6.2.6 Do any aGt in contravention of this Agreement;

LLC;6.2.7 Do any act which would make it impossible to carr on the Business of the

6.2.R Confess a judgment against the LLC;

6.2.9 Possess Property, or assign rights in specific property of the LLC, foother than a LLC purpose;

Agreement;6.2.10 Admit any person as a Member, except as otherwise provided in this

6.2.11 Sell, lease, pledge, hypothecate, or grant a security interest in the prOpertoftheLLCor any portion thereof, except in the ordinary course of business;

6.2.12 Attempt to dissolve or withdraw from the LLC;

6.2.13 Invest or reinvest any proceeds from the operation of the LLC; and

6.2.14 Borrow money on behalf of or for the LLC,

6.3 MEETINGS AND VOTING BY MEMBERS.

6.3.1 A meeting of the Members may be called at any time by any Member.Meetings of Members shall be held at the LLC's principal place of business, Not iesstlian ten(10) normore than sixty (60) days before each meeting, the Person or Persons calling themeeting shall gjive written notice of the meeting to each Member entitled to Vote at the meeting,The nbtice shall state the time, place, and purpose of the meeting. NotWthstanding theforego.ng provisionsr each Member who is entitled to nctrce may waive notice, either befuïe oraferlhe meeting, by executing a waiver of such notice, or by appearing at and participating, inperson or by proxy, in the meeting, Unless this Agreement provides otherwise, at a meeting ofMembers, the presence in person or by proxy of Members holding LLC interests whichaggregate to not less than fifty-one percent (51 %) constitutes a quorum A Member may voteeither in person or by written proxy signed by the Member or by the Member's duly authoriedaltomey in fact.

6.3.2 (a) Any action which may be taken at any annual or special meeting ofMembers m¡iy be taken without a meeting and Without prior notice if a consent in wrting, settngforth the action so taken, shall be signed byMembers holding In the aggregate the number ofvotes equal to or greater than the required Vote, unless a lesser Vote is provided for by theAgreement; provided, however, that any action which by the terms of the Agreement or by theAct is required to be taken pursuant to a greater Vote of the Members may only be taken by awritten consent which has been signed by Members holding the requisite number of Votes.

(b) Unless the consents of all Members have been given in writing,notice of any approval made by the Members without a meeting by less than unanimous wrttenconsent shall be given at least ten (10) days before the consummation of the action authorizedby such approval. Any Member giving a written consent may revoke the consent by a wrtingreceived by the LLC prior to the time that witten consents of Members required to authorize theproposed action have been filed with the LLC. Such revocation is effective upon its receipt bythe LLC.

6.3.3 Unanimous consent of the Members must be required to: (1) file orconsent to the fiing of, a bankruptcy or insolvency petition or otherwise institute insolvencyproceedings; and (2) amend the LLC's organizational documents.

6.4 OTHER BUSINESS VeNTUReS. Any Member or a partner of a Member mayengaga in or possess an interest in other business ventures of every nature and description,independantly or with others, whether such ventures are competitive with the LLC or othelWe;and except a~ expressly provided in an independent wrtten and duly executed instrumen,neither the LLC, nor the other Members shaH have any right by virtue of the Agreement in ortostihindeperydent ventures or to the income or profits derived therefrom,

6,5 CONTRACTS WITH A MEMBER AND/OR ITS AFFILIATES. Except ase)am~ss¡y authorized herein, the Members shäll not, on behalf of the LLC, enter into any contracwith itself and/or any affliate without the prior approval of aH Members.

6.6 NO RESIGNATION OR REMOVAL. Except as otherwise specifically provided

inthis Agreement, a Member does not have the right or power to resign or withdraw from the LLCas a Member,and shall be entitled to do so onlywith the Vote of the other Members. A Memberalso may not pe rernoved or expeHed as a Member.

6.7 NO LIABILITY TO THIRD PARTIES. No Member shaH have any personalobligation for any liabilities of the LLC, whether such liabilities in contract, tort or otherwise,except to the extent that any such liabilities are expressly assumed in a separate writing by

aMember.

6.8 COMPENSATION OF MEMBERS AND OTHERS.

6.8.1 DEVûïíON OF TIME AND PAYMENT OF COMPENSATION. TheMembers are not obligated to devote full time to the affairs of the LLC. The Members shall onlybe required to devote a reasonable amount of time as necessary to manage the LLC's Businesand perform the Members' duties. Except as provided herein, the Members shall not receiveany compensation for the Members' services to the LLC. However, the Members shall be reim-bursed by the L.LC for reasonable out of pocket expenses incurred on behalf of the LLC in theordinary course of its Business.

ARTICLE 7RESTRICTIONS ON TRANSFER OR CONVERSION OF

LLC INTERESTS

7.1 TRANSFER OR ASSIGNMENT OF MEMBER LLC INTEREST. The LLC Interestof each Member is personal property, and may be transferred or assigned only as provided inthis Agreement. No transfer or assignment of a Members LLC Interest in the LLC will be validwithout the unanimous written consent of all of the Members. Any transferee who has obtainedan LLC Interest without the unanimous written consent of all Members (including the Memberproposing to transfer the LLC Interest) shall have no right to participate in the management ofthe Busiriess and affairs of the LLC or to become a Member thereof.

7.2 VOID TRANSFERS. Any transfer made in violation of this Article 7 shalt be of noforce or effec¡t, and the transferring Member shall Gontinue to be obligated under each and everyprovision of this Agreement.

7.3 NO VIOLATION OF FINANCING. Notwthstanding any of the foregoingprovisions of'this Article 7, no Member shall make any transfer which would be a breach of, adefault under, or cause an acceleration of any financing or working capital line of credit of theLLC ór ånyother agreementto which the LLC is a party, or by which it may be or in the future isbound.

7.4 UNENFORCEABILITY OF RESTRICTIONS ON TRANSFER. If a court ofcompetent jurisdiction determines that a particular restriction on transfer of an LLC tnt~rest (asseHorthin this Article 7) is unenforceable, then any Member shail be entitled to peimit thetransfer, allowing the proposed transferee the right to review the books and records of the LLCand to participate in the operation and management of the LLC to the same extent as a limitedpartne ls entitled to participate in the operation and management of a limited partnershippurs¡.nt to tl1e terms of the California Revised Limited Partnership Act; provided,however, thatin oòevent stiall such purported transferee possess any other Member rights described herein,

ARTICLE 8BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS

8.1 MAINTENANCE OF BOOKS AND RECORDS. There shall be kept at theprincipal off~e of the LLC the following LLC documents:

e.~.~ A CûiT6Tit ;¡s'L ufthB h.d; ridrri~ cHIU iäSl known bus.iness Q,rreSrdenceaddress of ea(:h Member and, to the extent known, each assignee of such Members rights todistributions, Net Profits and/or Net Loss (whether such assignment was consented to by theMembers) (the "Holder of an Economic Interest"), set forth in alphabetical order, togther withthe Capital Contributions and share in Net Profits and Losses of each Member and, to the extentknûwnt of each Holder õf an Economic interest;

8.1.2 A current list of the fuil name and last known business or residenceaddress of each Member, set forth in alphabetical order;

8.1.3 Copies of the Articles of Organization of the LLC and any amendmentsthereto, togeth¡er with copies of any executed powers of attomey pursuant to which anydqcument of or relating to the LLC has been executed;

8.1.4 Copies of the LLC's federal, state and local income tax or informationreturns and reports, if any, for the six most recent Fiscal Years;

8.1.5 This Agreement;

8.1.6 Financial statements of the LlC for the six most recent Fiscal Years;

Years;8.1.7 The LLC's books and records for at least the current and past three Fiscal

8.1.8 Originals or copies of all minutes, actions by written consent, consents to

action and waivers of notice to Members and Member Votes, actions and consents; and

8.1.9 The information required to be maintained by the LLC pursuant to the Act,which information shall at all times be reflected in and incorporated into this Agreement

8.2 ANNUAL ACCOUNTING. Within 90 days after the close of each fiscal year ofth LLC, Members shall (a) cause to be prepared and submitted to each Member a balanc&hetand income statement 10r the preceding fiscal year of the LLC (or porton thereof inconformity wih generally accepted accounting principles, and (b) provide to the Members allinformation necessary for them to complete federal and state tax retums.

8.3 INSPECTION AND AUDIT RIGHTS. Each Member, at its oVl expense, has thenghtto insp€lct and copy during normal business hours any of the LLC books and recordsreqired to be maintained in accordance with this Agreement. Such right may be exercsethr~ghanYagent, representative or employee of the Member, Any Member may require arevi€I and/or aud~ of the books, records and reports of the LLC. The determination ofMebers as to adjustments to the financial reports, books, records and returns of the LLC, inthe absence of manifest error, shall be final and binding upon the LLC and all of the Members.

8.4 , BANK ACCOUNTS. The bank accounts of the LLC shall be maintained in suchbanking or other financial institutions as Members shall determine, provided such institutionsh8\e a net wi¡rth in excess of One Hundred MUlion Dollars ($100,000,000). The designation ofIhe signatories on all bank accounts shall require the written approval of all Members.

8.5 TAX MATTERS. Sharaf is hereby designated as "Tax Matters Partner" (asdefined in Code Section 6231), to represent the LLC (at the LLC's expense) in connection withall examinations of the LLC's affairs by tax authorities, including resulting judicial and administra-tive prC)ceedings, and to expend LLC funds for professional services and costs associatedtherewith. In this capacity as "Tax Matters Partner," the designated Person shall oversee theLlC laX affirs in the overall best interests of the LLC.

8.6 FEDERAL INCOME TAX ELECTIONS. The Members shall make all electonsforfederai income tax purposes; including but not limited to, the bHovJjng:

8.6.1 USE OF ACCELERATED DEPRECIATION METHODS. To the extentpermitted by applicable law and regulations, the Members may elect to use an accelerateddepreciation method on any depreCiable portion of LLC Property;

'8.6.2 ACCOUNTING METHOD. F or financial reporting purposes, the boor(andrecords of the LLC shall be kept on the acclUal method of accounting appffed if! acopSistecmannerand shall reftect at! transactions of the LLC and be appropriate and adequate for thepurposes onh'e LLC;

8,6.3 PARTNERSHIP TAXATION. For the purpose of Federal Income Tax,LLC shaH be taxed as a partnership under federal tax law.

8.7 OBLIGATIONS OF MEMBERS TO REPORT ALLOCATfONS. The Membersare aware of the income tax consequences of the allocations made by this Agreement andhereby agre~ to be bound by the provisions of this Agreement in reporting their shares of theLLC income 'and loss for income tax purposes.

8.8 , THE BASIS ELECTION. In the event any Member so requests, and subject tothe åpprovalof all of the Members, the LLC shall file an election in accordance with Section 754of the Code (and any comparable election under State or local law), to pemiit an adjustment tothe basis of LLC property as provided in Sections 734(b) and 743(b) of the Code (and anycomparable provisions under State or locai law); provided, however, such election will result inan increase in the basis of the Property for the specific Member, and provided, that Members wilfconsider the interests of all Members when making such election, The cost of making and filing:the election set forth above, including but not limited to, appiaisal and accounting fees, shall bepaid by the person or persons receiving the benefit of the election in proportion to theirrespective share of LLC profits and losses.

ARTfCLE 9TERMINATION AND DISSOLUTION OF LLC

9.1 DISSOLUTION. The LLC is prohibited from engaging in any dissolution,Iícuiclatiçm,consblidation, merger or asset sale and amendment of its article of organization aslnng ¡ltle Loan is stil outstanding. In the el.nt the Loan is not outstanding, the LLC shall be

dissolved upon the occurrence of any of the following events:

9.1.1 When the Period of Duration of the LLC expires;

9.1.2 The unanimous written agreement of all Members to dissolve the LtC;

9.1.3 The death, retirement, resignation, expulsion, bankruptcy or dissolution ofa Member or the occurrence of any other event which terminates its continued membership inthe LLC.

9.1.4 The sale of the Burger King restaurant owned by the LLC and the receipt

to by the LLC of the final payments therefor in cash.

9.2 STATEMENT OF INTENT TO DISSOLVE. As soon as possible after theoccurrence of any of the events specified in Section 9.1 above, the LLC shall execute aCertificate of Dissolution in such form as prescribed by the California Secretary of State.

9.3 CONDUCT OF BUSINESS. Upon the filing Certificate of Dissolution with theCaHfomiaSecretary of State, the LLC shall cease to carr on its Business, except insofar as maybe necessary for the winding up of its Business, but the LLC's separate existence shall contfnuein accordance with the Act.

9.4 DtSTRIBUTfON OF NET PROCEEDS. Members shall continue to affocate NetProfits and Net Losses and distribute Available Cash Flow dunng Uie wfnding-up periOd inth's-same manner and the same priorities as provided for in Articles4 and 5 hereof. The proceedsfrom the Hc¡uidation of Property shall be applied in the following order, subject, however, to the

Members' right to offset from amounts owed by a Member to the LLC any amount otherwisedistribUtable to the Member pursuant to this Section 9.4:

9~4.1 To the payment of creditors, in the order of priority as provided by law,except to Members On account of their Capital Contributions;

9.4.2 To the payment of loans or advances that may have been made by any ofthe Members or their Principals for working capital or other requirements of the LLC:

9.4.3 To the establishment of such Reserves as Members may deemnecessary, appropriate or desirable for any contingent or unforeseen liabilities, debts orObligations of the LLC arising out of or in cOnnection with the Business of the LLC: and

9.4.4 After making the allocation of Net Profits and Net Losses under Artcle 4

hereof, to the Members, in accordance with their respective positive adjusted Capital Accountbalances.

Whe~ the distribution pursuant to this Section 9.4 consists both of cash (or cashequivalents) !'nd nOn-cash assets, the cash (or cash equivalents) shall first be distributed, in adescending wder, to fully satisfy each Gategory starting with the most preferred category above.In the case of noncash assets, the distribution values are to be based on the fair market valtielhr~ as deiermined in good faith by the Members, and the shortest maturiy portion, of sUChnon-cash assets (e.g., notes orother indebtedness) shall, to the extent such nOn-cshasstsare readily diyisible, be distributed, in a descending order, to fuily satisfy each category abve,starting with the most preferred category.

ARTICLE 10INDEMNIFICATION OF MEMBERS AND THEIR AFFILIATES

10.1 ,INDEMNIFICATION OF THE MEMBERS AND THEIR PRINCiPALS. The LLCshall indemnify and hold harmless the Members and their affliates and their respectiveshareholders, partners, members, officers, directors, employees, agents and Principals(individually, an "Indemnitee") from and against any and all losses, claims, demands, costs,damages, liabilities, joint and several, expenses of any nature (including reaSOnable attomeys'fees and disbursements), judgments, fines, settlements and other amounts (collectively,"Losses") arising from any and all claims, demands, actions, suits or proceedings in which theIndel1nitee may be involved, or threatened to be involved, as a party or otherwise, arising out ofot incidental tc the Business of the LLC, including liabilities to any Member, regardless ofwhether the Indemnitee continues to be a IImber, an affliate, or a shareholder,partner Ormember, an officer, director, employee, agent or Principal of the Member at the time any suchliability or expense is paid or incurred, if the Indemnitee's COnduct did not constitute taud, grossmisrepresentation or gross misconduct or gross negligence. Any indemnification of the LLC'sMembers shall be fully subordinated to any obligations respecting the Business of the LLC andsuch indemnification shall not COnstitute a claim against the LLC in the elent that cash flow inexcess of amounts necessary to pay holders of such obligations is insufficient to pay suchoblig,ations.

10.2 EXPENSES. Expenses incurred by an Indemnitee in defending any claim,demand, action, suit or proceeding subject to Section 10.1 shall, from time to time, be ad'Ænêedby the LLC prior to the final disposition of such claim, demand, actiOn, suit orproceeding uponreceipt by the LLC of an undertaking by or On behalf of the Indemnitee to repay such amo\:ntitit

shall be determined that such Person is not entitled to be indemnified as authorized in Section10.1.

10.3, INDEMNIFICATION RIGHTS NON-EXCLUSIVE. The Indemnification prov;c:ldby Section 10.1 shall be in addition to any other rights to which those indemnified may beentitled under any agreement, as a matter of law or equity or otherwise, both as to action in theIndemnitee's capacity as a Member, as an affliate or as an officer, director, employee, agent orPrincipal of a Member and as to any action in another capacity, and shall continue as to anIndemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs,Suc;c;essors, assigns and administrators of the Indemnitee.

10.4 ERRORS AND OMISSIONS INSURANCE. The LLC may purchase and maintaininsurance, al the LLC's expense, on behalf of the Members and such other Persons as theMembers shall determine, against any liability that may be asserted against, or any expense thatmaybe incurred by, such Person in connection with the activities of

the LLC and/or theMembers' acts or omissions as the Members of the LLC regardless of whether the LLC wouldhave the power to indemnir¡ such Person against such liability under the provisions of thisAgreement.

10.5 ASSETS OF THE LLC. Any indemnification under Section 10.1 shall be satisfiedSOlely out of the assets of the LLC. No Member shall be subject to personal liability or requiredto fund or to cause to be funded any obligation by reason of these indemnification provis,ions.

10.6 INDEMNIFICATION BY MEMBERS. In the event that a transfer of an LtCInterst by any Member or any act or omission of any Member (the "Transfemng pr Acting~l:"")trgGers personal liability of the LLC, any Member of the LLC or any membero.filyMemper ofll$ LLC under applicable documents evidencing or relating to the financingoHhePr~rty ("Retourse Liability"), such Transferring or Acting Member shall be fully and personallHabfe for such Recourse Liability and shall indemnify, defend and hold harmless the othrMembers, their affiliates and their respective shareholders, partners, members, offcers,directors, employees, agents and principals from and against any and all Losses ariing fromany or related to the Recourse Liability.

ARTICLE 11MEMBERS' RIGHTS, OBLIGATIONS AND LIABILITIES

The Members will not be bound by, or be personally liable for, the expenses, liabifities orobligations of the LLC except as otherwise provided in the Act. The Members will not beobligated to make any Capital Contributions other than as provided in the Agreement.

ARTICLE 12LOANS TO AND FROM THE MEMBERS

If any Member ("Lending Member") shall make any loan or loans to the LLC, or advancemoney on its behalf ("Member Loan"), the amount of such loan or advance shall not result in aninCrease in the Member's LLC Interest, or subject it to any greater proportion of the losses whichthe LLC may m.istain. The amount of any such loan or advance shall be a debt due from theLLC to such lending Member, repayable at the greater of (a) ten percent (10%) per annum()r (bj ,two percent (2%) over the Bank of America Prime Rate. Interest on such loans shall be peidmonthly, Principal and any accrued interest shall be due and payable from the following source;àndprior to distributions to the Members from the Available Cash Flow. However, it is expt$ssly

"

und.,rstood that no Member shall be under any obligation whatsoever, nor shall any Member bereqt¡ired, to make any such loan or advance to the LLC.

ARTICLE 13BUY-SELL PROCEDURES

13.1 PURCHASE AND SALE OF LLC INTERESTS. At anytime after the firstanniversary of the date of this Agreement, any Member may exercise his rights under Section13.2 to purchase the LLC Interest of the other Member.

13.2. BUY-SELL PROCEDURES.

13.2.1 In the event any Member has the right, pursuant to Section 13.1 toexercise its rights under this Section 13.2, then SUGh Member may invoke these buy-sellprocedures by giving the other Member twenty (20) days' written notice. The Member invokingthese proced!-res shall be known as the "Exercising Member" and the other Member shall beknown as the "Option Member".

13.2,2 Within twenty (20) days following the expiration of the twenty (20) daynoW::è period ,above, the Exercising Member shall make an offer (the "Offer"), by written notice tothe Option Member, stating a price (the "Offer Price"), for the LLC Interest of the OptFon Member.

13.2.3 Within forty-five (45) days after the Offer Price is set according to Section13.2.2, the Option Member shall be obtigated to jointiy elect in writing to either

(a) Purchase the entire interest of the Exercising Member in the LLCfor cash at the Offer Price; or

(b) Sell the entire LLC Interest of the Option Member in the LLC to theExercising Member for cash at a price equal to the Offer Price.

(c) If the Option Member fails to make the election required of it withinforly-five (45) days after the Offer is delivered, the Option Member shall be deemed to havechosen the option contained in Section 13,2.2 (b) above, and both the Option Member and theExercising Meimber shall proceed according to Section 13,2.4 below.

13.2.4 The closing of the sale and purchase shall take place at a time mutuaHyagreed to by tt;e Members at the principal offce of the LLC (i) within one hundred eighty (180)days of the date the purchase/sale election Is made regardless of whether such election is madepursuant to Saction 13.2.3 (a) or 13.2.3(b) or (ii) if such sale and purchase requires anygollernfnèntal or lender consent or approvai, the ciosing shail take piace as soon as practrcPieafter the receipt of all such consents and approvals. At the closing, the selling rvmber(s) shaffassign to the purchasing Member(s) the Interest in the LLC to be sold, tree and clear of all liens,claims, and encumbrances, and shalf execute all other documents that may be necessary toeffectuate said transaction and the purchasing Member(s) shall pay the purchase price thereforein ,cash or by Wire transfer of immediately available funds. Subsequent to such closing, eachpart shall, at the request of the other, execute and deliver such further documents andinstruments as the requesting party shail reasonably require as necessary or desirable to morefuily effectuate these purposes, The sale shall be subject to the approval ofthe LLC's lenders, if

"

any,ifreauired by the applicable loan documents, The paries shall negotiate in good faith for arelease of the selfng Member's personal obligations to the LLC's lenders, if any.

13,2.5 If the closing does not Occur within the period specified in Section 13.2.4above throu~h no material fault of the purchasing Member(s), but through the material fault ofthe sellng tvember(s), the purchasing Member(s) may, in addition to any other rights andremedies allowed it under this Agreement or at law, enforce at law the remedy of specificperformance! as to Section 13.2 hereof.

13.2.6 If the closing does not occur within the period specified in Section 13.2.4aboVe through no material fault of the selling Member(s), but through the material fault ofthepurchasing Member(s), the seiling Member(s) may, in addition to any other rights and remediesallowed it under this Agreement or at law, enforce at law the remedy of specific performance asto Section 13.2.

ARTICLE 14MISCELLANEOUS PROVISIONS

14.1 COUNTERPARTS. This Agreement may be executed in several counterparts,and all counterparts so executed shall constitute one Agreement, binding on all of the partesheeto, notwithstanding that all of the parties are not signatory to the original or the samecoonterpart .

14.2 SURVIVAL OF RIGHTS. This Agreement shall be binding upon, and, aslo~~ad or acceptedsuccessors, transferees and assigns, inure to the benefi of the Mei,bersandthe LLCilnd their respective heirs, legatees, legal representatives, successors, transfereesand assigns, in air cases whether by the laws of descent and distribution, merger, reversemerger, consolidation, sale of assets, other sale, operation of law or otherwise.

14.3 SEVERABILITY. In the event any Section, or any sentence wìthin any Section, isdeclared by a 'court of competent jurisdiction to be void or unenforceable. such sentence orSectiqnshall be deemed severed from the remainder of this Agreement and the balance ofthîsAgrSßment shaH remain in full force and effect.

14.4 NOTIFICATION OR NOTICES. In order to be effective, all notifications ornotices, consents, approvals, and disapprovals (collectively "Notices") required by thisAgreement must be In IMlting and either (a) sent by telegram or telecopy (or simHar facsimile); or(b)placd tn ttle United States mail, certified with return receipt requested, properlyaddregcsedai'With the mil postage prepaid; or (c) personally. delivered, and in all casesothertnanfacsimile evidencing a signature, in the case of a partnership or corporate part hereto, by ano1Tcer or partner thereof; all Items to be delivered shall be similarly transmitted but by mail,

facsirrHfe_ or personar deHverý only. Nût¡ce and deliveries shaH be deemed received and effectfveon the earliest of (w) the date and time of trans mission of a facsimile notice, provided that suchfacsimHe notice is sent during normal business hours in Los Angeles, California, and the senderhas a mechanical confirmation of such transmission; (x) the date actually received; or (y) whendelivery is refused; or (z) twenty-four hours after the sender leaves its message INth thetelegraph company tor immediate transmittal, except that, in the case of Notice, if there is amaHstrike prior to a,ctual receipt of a mailed Notice,the NotiGe must be iesent by telegram or

. telecopy (or sImilar facsimile) or personally delivered to be effective.

Notice must be addressed to the parties hereto at the following addresses, unless thesame shaH have been changed by notice in accordance herewith:

To the Members: Alber! Sharaf164 W. Del Mar BoulevardPasadena, CA 91105

Aitan Hillel164 W. Del Mar Boulevard

Pasadena, CA 91105

14.5, CONSTRUCTION. The language in all parts of this Agreement shall be in allcases construed simpiy according to its fair meaning and not strictly for or against any of theMembers.

14.6 SECTION HEADINGS. The captions of the Articles or Sections in thisAgreement are for convenience only and in no way define, limit, extend or describe the scope orintent of any pf the provisions hereof, shall not be deemed part of this Agreement and shall notbe used in cqnstruing or interpreting this Agreement.

14.7 GOVERNING LAW. This Agreement shall be construed accordirrg to the internallaws, and not the lalM pertaining to choice or conflct of laws, of the State Of Califoria.

14.8 , ADDITIONAL DOCUMENTS. Each Member, upon the reuest of anotherMembe, agrees to perform all further acts and execute, acknowledge and defiver an docmentswtícmayb~ reasonably necessary, appropriate or desirable to carr out the provisions of thisA¡:eeent, inciucting but not limited to acknowedging before a notary public any signaturehereto,fore or hereafter made by a Member.

14.9 PRONOUNS AND PLURALS. Whenever the Gontexl may require, any pronounused in this Agreement shall include the corresponding masculine, feminine and neuter forms,and the singular form of nouns, pronouns and verbs shall include the plural and vice Versa.

14.1,0 TIME OF THE ESSENCE. Except as otherwise provided herein, time is oftheessence in connection with each and every proviSion of this Agreement

14.11 ,FURTHER ACTIONS. Each of the Members agrees to execute, acknowledgeand deliver such additional documents, and take such further actions, as may reasonably berequired from time to time to carr out each of the provisions, and the intent, of this Agreement,and every agreement or document relating hereto, or entered into in connection herewith.

14.12 ARBITRATION OF DISPUTES. ANY PARTY HERETO MAY REQUIRE THEARBITRATION OF ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THISAGREEMENTOR ANY RELATED AGREEMENT, SUCH PARTY MAY INITIATE ANDREQUIRE ARBITRATION BY GIVING NOTICE TO THE OTHER PARTIES SPECIFYING THEMATTER TO BE ARBITRATED. IF LEGAL ACTION IS ALREADY PENDING ON ANYMATTER CONCERNING WHICH THE NOTICE IS GIVEN, THE NOTICE SHALL NOT BEEFFECTIVE UNLESS GIVEN BY THE DEFENDANT THEREIN AND GIVEN BEFORE THEEXPIRATION OF TWENTY (20) DAYS AFTER SERVICE OF PROCESS ON THE PERSONGIVNG THE NOTICE. EXCEPT AS PROVIDED TO THE CONTRARY IN THESEPROVISIONS ON ARBITRTION, THE ARBITRATION SHALL BE LN CONFORMITY WITHAND SUBJECT TO APPLICABLE RULES AND PROCEDURES OF THE AMERICANARBITRATION ASSOCIATiON (OR ANY SUCCESSOR THERETO) IF THE AMERICAN

.

ARBITRATION ASSOCIATION IS NOT THEN IN EXISTENCE AND THERE IS NOSUCCESSOR, OR IF FOR ANY REASON THE AMERICAN ARBITRATION ASSOCIATIONFAILS OR REFUSES TO ACT, THE ARBITRATION SHALL BE IN CONFORMITY WITH ANDSUBJECT TO THE PROVISIONS OF APPLICABLE CALIFORNIA AClS (IF ANY) RELATINGTO ARBITRATION AT THE TIME OF THE NOTICE. THE ARBITRATORS SHALL BE BOUNDBY THIS AQREEMENT AND ALL RELATED AGREEMENTS, PLEADINGS IN ANY ACTlONPENDING ON THE SAME MATTER SHALL, IF ARBITRATION IS REQUIRED

ASAFORESAID, BE DEEMED AMENDED TO LIMIT THE ISSUES TO THOSE CONTEMPLATEDBY THE RUlES PRESCRIBED ABOVE. EACH PARTY SHALL PAY THE COSTS OFARBITRATI(jN, INCLUDING ARBITRATOR'S FEES, AS AWARDED BY THEARBITRATOR(S). THE NUMBER AND SELECTION OF ARBITRATOR(S) SHALL BE INACCORDANCE WITH THE RULES PRESCRIBED ABOVE, EXCEPT THAT (a) EACHARBITRA TQR SELECTED SHALL BE NEUTRAL AND FAMILIAR WITH THE PRfNCIPALSUBJECT MATTER OF THE ISSUES TO BE ARBITRATED, SUCH AS, BYWAYOFEXAMPLE, REAL ESTATE DEVELOPMENT, OR REAL ESTATE MANAGEMENT, OR SUCHOTHER SUBJECT MATTER AS MAY BE AT ISSUE, (b) THE TESTfMONYOF WITNESSESSHALL BE GIVEN UNDER OATH, AND (e) DEPOSITIONS AND OTHER DISCOVERY MAY BEORDERED BYTHE ARBITRATOR(S). THE ARBITRATOR SHALL NOT HAVE THE POWERTO AWARD PUNITIVE DAMAGES,

NOTICE: BY fNITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVEANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE 'ARBITRATION OFDISPUTES' PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BYCALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSS,ESS TOHAVETHE QISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIAUNG IN ThESPACE BiaQW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERYANDAPPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN n-E ARBITRATIONOF. DtSPUTES' PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTRAGREE:iNG TO THIS PROVISION YOU MAY BE COMPELLED TO ARBITRATE UNDER

THEAIJffRITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. 'fUR AGREEMENT TOTHlSARBITRATION PROVISION IS VOLUNTARY. WE HAVE READ AND UNDERSTANDTHEf"OREGOING AND AGREE TO SUBMIT DISPUTES ING OUT OF THE MATTERSINCLUDED IN THE AR~I~~~ION OF DISPUTES' PR '#TO NEUTRAL ARBITRATiÖN.

S HARAF

14.1:3 WAIVER OF JURY. WITH RESPECT TO ANY DISPUTE ARISING UNDER ORIN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENT, AS TOWHICH NO PARTY INVOKES THE RIGHT TO ARBITRATION HEREINABOVE PROVIDEDOR AS TO WHICH LEGAL ACTION NEVERTHELESS OCCURS, EACH PARTY HEREBY .IRREVOCABL Y WAIVES ALL RIGHTS IT MA Y HAVE TO DEMAND A JURY TRIAL. THfSWAIVER IS KNOWINGLY, INTENT/ONALL Y, AND VOLUNTARILY MADE BY THE MEMBERSAND EACH PARTY ACKNOWLEDGES THAT NONE OF THE OTHER MEMBERS NOR ANYPERSON ACTING ON BEHALF OF THE OTHER PARTIES HAS MADE ANYREPRESENTATION OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANYWAY TO MODIFY OR NULLIFY ITS EFFECT. THE MEMBERS EACH FURTHERACKNOWLEDGE THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITYTOBE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OFTHIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL,AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSELTHE MEMBERS EACH FURTHER ACKNOWLEDGE THAT THEY HAVE READ ANDUNOERSTANO THE MEANING AND RAMIFICATIONS OF IS WAIVER PROVISION.

A ;;~ ;;SHARAF

14.14 THIRD PARTY BENEFICIARIES. There are no third party benefíciariesofthisAgrE!eiient except (a) AffHiates and Principals ofthe Members and (b) any other Persnnsasmay be entitled to the benelits of Article 10 hereof;

14.15: PARtITION. The Members agree that the Property and other asseIS the LLCmõ!yownor have an interest in from time to time are not suitable for partition, Each of theMembersherßby irrevocably waives any and all rights that it may have to maintain any action forpartition of the Property and other assets the LLC may at any time have an interest in.

14.16 ENTIRE AGREEMENT. This Agreement and the Articles constitute the entiragreementofthe Members with respect to, and supersedes all prior written and oralagreements, understandings and negotiations with respect to, the subject malterhereof.

14.17 ,WAIVER. No faHure by any party to insist upon the strict performance of anycovenant, dLlty, agreement or condition of this Agreement or to exercise any right or remedycëise'Cfuentupon a breach thereof shall constitute a waiver of any such breach or any othercOvenant, duty, agreement or condition.

14.18 ATTORNEYS' FEES. In the event of any litigation or arbitration between theparties hereto with respect to the subject matter hereof, the unsuccessful party to such litigationor arbitration shall pay to the successful party all costs and expenses, including, withoutlimitation, reasonable attomeys' fees and expenses, incurred therein by the successful part, a11of which shall be included in and as a part of the judgment or decision rendered in such litigationor arbitration.

14.19 COUNSEL TO COMPANY. Counsel to the Company may also be counsel, to anyMember or any Affiliate of a Member. The Members may execute on behalf of the comp$ÎY anycoflent to the Jepresentation of the Company that counsel may request pursuant to the CaliforniaRules of Professional Conduct or similar rules in any other jurisdiction ("Rules"). The Company hasini.ti¡¡lIy selected Martin H Blank, Jr. ("Company Counsel") as legal counsel to the Company inconnection with its formation and organization, including the preparation of this Agreement, and in

corinectionwith the transaGtions related to the acquisition, leasing, financing and development ofthePrpperty. Each Member acknowledges that Company Counsel does not represent any Member inthe absence of a clear and explicit written agreement to such effect between the Member andCompany Cc;unsel. and that in the absence of any such agreement Company Counsel shall owe noduties directly to a Member. In the event any dispute or controversy arises between any Memberand the Company, or between the Members or the Company, on the one hand, and a Member (orAffiliate of a,Member) that Company Counsel represents, on the other hand, then each Memberagrees that Company Counsel may represent either the Company or such Member (or its Affliate),orboth, in any such disputes or controversy to the extent permitted by the Rules, and each Memberhereby consents to such representation, Nothing in this Section is intended to mean that theMembers may not retain independent counsel to represent them, together or individually, in anymatter related to this Agreement. The Members acknowledge and agree that Company Counselrepresents the Members and their Affliates in connection with this Agreement and the transactionscontemplated by this Agreement and in connection with unrelated matters, that such representtionmay create aiconflid of interest with the interests of the Members and that the Members waive suchconfict and consent to such representation by Company CounseL.

IN WltrNESS WHEREOF, the parties hereto have hereunto executed this Agreement asofthe date fitst written above.

~~:JAlbert Sharaf

;! lJAitaA Hillel

Hillshir Investments LLC

Table of ContentsPage

ARTICLE 1 INTRODUCTORY MATTERS... ........... ...... '.................. .........................11,1 FORMATION OF LLC.......,...."...,.... ',.........,..,....,........,...,.........................1.1.2 NAME ..., '.." '.'.. '..,... ...,........,....,.. ".."..,.. ..,.." ,............., ...., ............... .,. ,.......1.1.3 PRINCIPAL OFFiCE........, ..........'....", ......., ..,..', ,.., ,..... .....,., .......,............, ...,.......1.1.4 AGENT FOR SERVICE OF PROCESS.........................................,......11.5 PERIOD OF DURATION....................................................................1.1.6 BUSINESS AND PURPOSE OF THE LLC ............................................2

ARTICLE 2 PEFINITIONS.,... ',.,'.'...,.,....,...."..... ",.,.,...... ..",...,....................,.............2.2.1 ACT".....,.....,.......",..,..,..",... ,...."...,..,....".".,..,....,..,..."...,......,.....,... ........,......,.. 2..2.2 AFFILIATE" ..., ,......, .,...,., .,.., ,...... ..,.., ........, ......,. ,.....,..,....,..,...,..."..:. ............., .....2.3 AGREEMENT ..,..........,...,..,.,.,. "',.....,.,'"..",.,.....,.."....,.. ",.............,........2.204 ARTICLES OF ORGANIZATION.....,......,."......."".......................................,........22.5 AVAILABLE CASH FLOW.........,....,.,.......".............,.,..............,.................22.6 BUSINESS OF THE LLC...........,................................................................3.2.7 CAPITAL ACCOUNT..............., ,.... ....,., ..., ,....... ,...., ............ ,.......................3.2.8 CAPITAL CONTRIBUTIONS..........,.....,.............."............................ ..... ..............32.9 CODE......."..........,.....................,.....,..........,.....,...,...............,.,...... ......... ............3..2.10 CUMULATIVE PREFERRED RETURN ............................................................32.11 DEPRECIATION ......................................................................,...,..........3.2.12 DiSSOLUTION...........,..,..,.,.,.....",......,..........,.............,........,..............., ........ .....3.2.13 FISCAL yEAR..,.....,...........,. ............................ ................,...........,........... ...........3.2.14 GROSS ASSET VALUE .......................,.....,....,.................,...............................3.2.15 LENDER. (Intentionally omitted.I.... ......... ,...., ........, ,..............,.. ,.................,..32.16 LLC....,....,.,."....,...,.,.,....,........,..".......,..,......".."..."..,.."..."...,......,............ .... .....4..2.17 LLC.... ..' ..,., ....., .,. '.,." ,...,..,., .,..."" ,... ......... ,..." '..".., ,., ...., ,.., ,.,.,..,. '..,., ...,., ,... ,.......4..2.18 LLC MINIMUM GAIN.....,..." .....,.. '..... ,.,..............,......, ,.., ........,.........,......,...........,42.19 LOAN......., ,....,....,..' .,.,." .,...." '." ..,..,... '.,." ,......, ......, , ,.........,. ,.,....,........................2.20 MEMBERS ,... .,.., ,......., ,..,......,...., ..... ...",.... ...., ...,...., ,..,.....,....., .,........, ...,...., .......4.2.21 NEGATIVE CAPITAL ACCOUNT..... ....., ......,....,.,....., ..., '........., .....,.....................42.22 NET CAPITAL CONTRIBUTION .......,..."......,..................,....,......................4223 NET PROFITS AND NET LOSS ............................................,.........42.24 PERSON. ....,....,......,..,................., ..... ..'.,.... ,....,.., .,.. ,................ ............ ...............5.2.25 POSITIVE CAPITAL ACCOUNT .......,.....................,.."................,.................52.26 . PRINCIPAL ....., ........ ....,...." ...., ..,.... ............... '......................... ................5.2.27 ' REGULATIONS ....,.......,..... ,......" ........'.., .., ,...., ,.....,.. ,..,...,..,......., ........................5.2.28 RESERVES..,....,.,....,.."....,..,....".......,.,........,....................... ,.......................... ...5.2.29 VOTE......".........."."..".. .....,."..........,.......,...,."....,.,.,....".......,.."..,..,.........., ...,...5.

ARTlCLE 3. MËMBERS & CAPITAL CONTRIBüTiONS...............................................53,1 NAMES AND ADDRESSES OF MEMBERS........................,........,.....,.......53,2 CAPITAL CONTRIBUTIONS.... ,....."..... ......., '..... ............... ......, ...............,.,.53,3 GENERAL PROVISIONS..,..,..,...,.,..................................,........,.6.34 ESTABLISHMENT OF CAPITAL ACCOUNTS ..............................,......63.5 MAINTENANCE OF CAPITAL ACCOUNTS.......................,......,.........................63.6 SPECIAL RULES WITH RESPECT TO CAPITALACCOUNTS...........,...."..,.....73.7 fRANSFEREE'S CAPITAL ACCOUNT ........................",..,.,.....................73.8 NO OBLIGATION TO RESTORE D,EFICITS........,............,....:......,...................7

F:\WPFtLES\CUENTS\HlIshir lnvestments\Operating Agreement v2 4-26.04.doc

ARTICLE 4ALLOCATfON OF PROFITS AND LOSSES...........,....._4,1 ALLOCATION OF NET PROFITS AND NET LOSS .............4.2 MINIMUM GAIN CHARGEBACK..,....,..........".............,...4.3 MEMBER NONRECOURSE DEBT MINlMUM GAIN CHARGa4.4 QUALIFIED INCOME OFFSET.................,.........,..,.,....4.5 MEMBER NONRECOURSE DEDUCTIONS.................._4.6 SPECIAL ALLOCATIONS .................................._4.7 FEES TO MEMBERS OR AFFILIATES ...............,.......... _4.8 SECTION 704(c) ALLOCATION..........................................

ARTICLE 5 DISTRIBUTIONS ,....,..., ................,..., '..,...,. ,. ,., ,.,..... ,... ,.., ......,...5.1 AVAILABLE CASH FLOW......................................_5.2 LIQUIDATING DISTRIBUTIONS., ....,.., ........, ,................... .....

ARTICLE 6RIGHTS, DUTIES, OBLIGATIONS AND COMPENSATIONOF..6.1 MANAGEMENT OF THE LLC .................................6.2 LIMITATIONS ON RIGHTS AND POWERS....................._6.3 MEETINGS AND VOTING BY MEMBERS......................6.4 OTHER BUSINESS VENTURES..........,...,.,..............6.5 CONTRACTS WITH A MEMBER AND/OR ITS AFFILIATES _6.6 NO RESIGNATION OR REMOVAL.......,..........................,....6.7 NO LIABILITY TO THIRD PARTIES...........................6.8 COMPENSATION OF MEMBERS AND OTHERS ...............

6,8.1 DEVOTION OF TIME AND PAYMENT OF COMPENE6.8.2 MANAGEMENT FEE ............................................_6.8.3 REMOVAL..".............,...... ......,........,......,...................

ARTILE 7 RESTRICTIONS ON TRNSFER OR CONVERSION OFLLC I.7.1 TRANSFER OR ASSIGNMENT OF MEMBER LLC INTERES7.2 VOID TRANSFERS ......,.......... ....,..............,..............,.....7.3 NO VIOLATION OF FINANCING .......................,........7.4 UNENFORCEABILITY OF RESTRICTIONS ON TRANSFER

ARTICLE 8 BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS....,..8.1 MAINTENANCE OF BOOKS AND RECORDS.........,....,.,.._8.2 ANNUAL ACCOUNTING ,..............,.................................8.3 INSPECTION AND AUDIT RIGHTS...........,........,.......8.4 BANK ACCOUNTS .........,...,.."..,....."...,.,..,..,...........,.,.,...8,5 TAX MATTERS........................,.....,.,... ".,.,'....._8.6 FEDERAL INCOME TAX ELECTIONS...............",..",......8.7 OBLIGATIONS OF MEMBERS TO REPORT ALLOCATIONE8.8 THE BASIS ELECTION............................,.,.,..,.",.

ARTICLE 9 TERMINATJONAND DISSOLUTION OF LLC.........."...,..9.1 DiSSOLUTION.......".......,.."....,......,................."....,."...." _9.2 STATEMENT OF INTENT TO DiSSOLVE....,..,...,..,..,9.3 CONDUCT OF BUSiNESS..........,.............,.......9.4 DISTRIBUT10N OF NET PROCEEDS,.... '..,..., .............

ARTICLE 10 INDEMNIFICATION OF MEMBERS AND THEIR AFFILIATESi10.1 INDEMNIFICATION OF THEMEMBERS AND THEIR PRINe10.2 EXPENSES......, '.. ....,......"... ....... ....., ............. ,., ,.. ......, .,....

F:\WPFfLES\CLlENTS\Hillshir Investments\Operating Agreement v2 4-26-04.doc

10.3 INDEMNIFICATION RIGHTS NON-EXCLUSIVE...."" "".",,,,,,,......,,,17104 ERRORS AND OMISSIONS INSURANCE...".....

"..........".. ""................,,1710.5 ASSETS OF THE LLC..,,,,,.,.,,.,,..,.. ,.,,,.,,.,..,,.,,..,,,.,,,.......,,.,,,..,,........,,....,,1.710.6 INDEMNIFICATION BY MEMBERS..,.,........",."",,,..,...,......,,..,,....,.....,...,.17

ARTICLE 11 MEMBERS' RIGHTS, OBLIGATIONS AND L1ABILlTlES"..........."........,..,17

ARTICLE 12 LOANS TO AND FROM THE MEMBERS....,....%........,....."...."..."......,..,17

ARTICLE 13 BUY-SELL PROCEDURES..."...,."....,..,...,......,..........jB

ARTICLE 14 MISCELLANEOUS PROVISIONS,.....................................1914.1 COUNTERPARTS .,., '...., ...., '...... '...,., "........., ", ,'.., .".. '.., ,.." ...... ....., ......"...1914.2 SURVIVAL OF RIGHTS,,,.........,,.,,,.... ................................1.9143' SEVERABILITY".,. ".... "........... ,..., ....",." '.., "...., "...................., '...." ,......19144' NOTIFICATION OR NOTiCES..,..., ................................."......."....1914.5 CONSTRUCTION,.,.....,.."......,.,.,...,.,.,........,.....,...,."...,....,......,.".,.......,.... ..... ..2014,6 SECTION HEADINGS ........., '., ,,' ,... .."" ,.. ,..... ,...,...,. ,........"..............."..."...2014..7 GOVERNING LAW.,.......,..,...,... ,......."........,..,.....,..,.....,...,.,....."..............., ..... 2014.8 ADDfTIONAL DOCUMENTS ....."..,.... ,.........,....... '.............,........,'., ,....... ...........2014.9 PRONOUNS AND PLURALS"........ ......,.........""..............."........."........2014.10 TIME OF THE ESSENCE..""..................,...,..,......,...,....""...,...."..................2014,11 FURTHER ACTIONS......,........,..,.....,., ,..... ,..,., '....,......, ..,..., "............., .............,2014.12 ARBITRATION OF DISPUTES..............................,................"..........2114.13 WAIVER OF JURY ........,...,....,..,."............,.................,,,....,,,......,..............2214.14 THIRD PARTY BENEFICIARIES .....,.....,,,................,..................................2214,15 PARTITION .............. ,........ ,., ,.......,..... ", .,... "...,..,."..., ,..........,.. "., ,..................,.2214.16: ENTIRE AGREEMENT "". ,..,.., ,....,... '...,.. '...., '....".. ..... ,.............."...., ..............2214.1T WAiVER................"..... ,............."........"....",....., .,....""."..,..,...,..,........,2214.18 ATTORNEYS' FEES ...,... ,. ,..... ................................. ,..., ...... ..........................22

F:\WPFILES\CLlENTS\Hillshir rnvestments\Operating Agreement v24-26-04,doc

"."

.. ~:

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

HlllSHIR INVESTMENTS LLCA CALIFORNIA LIMITED LIABILITY COMPANY

Dated as of April ,2004

,.~';Qirectors, shareholders Reporting of Annual Minutes

caiforniaCoTDorations Code See.. 1500 states: Each Corporation shall keep adequate minutes of the procedingsofits"shQ;,.,e:4oldes,j_Dørd and committees of the board; andaZZ corporations mus docuent such meetings of boths/ireholders ""d tLrectors on an annual bas, and kept in wrtten form. AA STAR CONSTRUCTION INC. wasincorporated under lhelaws governed by the State of California, where failure to follow corporate formalities throughkeeping adequate records and minutes of meetings can result in the loss of your limited liability status. As the owner ofthe Corpoation, YOU are required to hold sharehOlders' and directors' meetings (minutes), maintain corporate records(accounting) and ddcument major corporate decisions (resolutions). Note: The above wording may not apply to closeCorporations. '

AA STAR CONSTRUCTION INC. /3ALBERTSHARAF164 W DEL MAR BLVDPASADENACA 91105-2508

Board of Minutes and ResolutionsComDliance Division915 L Street, #C433sacramento, CA. 95814-3700Resol ution rnqui ri es: (800) 578-100511.1'....1101.111101.,1.101.1,1.1,1.11",1"1,.11,,.1,,11,1.,1

Noti ee Date: 11/18/04 corporate #: 2656311 State of rnc.: CA

Personal Liabilty: Our records show that the majority of closely held corporations (small corporations with less than 25shaièbs);ärngtriáìntairil~eorpòrateiiinuteš: If yout eorpÓfatlolHällS intomlscaiêQ¡¡; yoUmayl5 expodthrougnlawsuìls orrputine audits, where the minutes Of the corporation are requested and examined. So if you havene¡lected your corpqrate formalities (minutes. resolutions and accounting) you may lose your corporate status; thereforeleaving your personal assets open to the courts, creditors and the IRS.

It's important that you complete the information below within 20 days from the notice date (respond by 12/09/04).Through submisSiOn of this notice you are requesting the Annual Minutes of Directors, Shareholders for AA STARCONSTRUCTION INC.. To process this request, complete the (Question & Answer Forum), detach and enclose alongwith a check made payable to Board of Minutes and Resolutions in the amount of $175. (Please allow 30 days forprocessing) ßoard of Minutes and Resolutions is not a government agency. We provide assistance to corporations whoare MtCQmpliant with California Corporations Code, Sec., 1500.

WARNlNC: BEwARE OF, MAILINGS FROM "MINUTE COMPANIES" WHO DON'T PROVIDE CONSULTATION OR RESOLUTIONS

Detach and Mail kee the u er art for our records

AA STARCONSTRUCTIllN INC.ContattPerson: Phone#:

Qf..' I/t Q¡oly:' J jl)8104

IlIi 3120G81. Is, this the Cc:rporations first Annual Directors, Shareholders Minutes?

L' Yes !J No. The Corporations last Annual Minutes were held on

2. I file or wil fil~ the Corporate tax returns on a IJ Calendar Year (year ends 12/31) or:: Fiscal Vear (Year ends usually the month before the Incorporation date)

3. Write in the oomplete name of individuals holding the corporate positions below.(Note: A name has to be provided for all positions and one person can hold all positions)

Dir~ctor #1,:

President:

Secretary:

~~;tui:~s:Qftt'êì:rî~nh) Treasurer:4. Have the abdve individuals held these positions for at least 2 years? :: Yes IJ No

5. Did the Corpcpration issue any shares? ': Yes, Complete information below

Name of Shareholders (Print Names) # of shares Checklist linsert in the return enveloDelShareholder #1 : 1) Completed Question and Answer ForumSharehOlder #2: 2) Check in the amount of $175Shareholder #3: 3) Verify Corporation return addressDirectors (Print Nami¡s) ALBERT SHARAFDirector #2: 164 W DEL MAR BLVDDirector #3: PASAOENA CA 911 05-2508

(date)

Copyrght ~ 200 DouMiliule. Inc. ADSM (3)-(Rev 11/104)

CPY Document - City of Los Angeles

Documents