VESTING TENTATIVE TRACT NO M1 (stamped map dated November 20, 2008) PLANNING DEPARTMENT STAFF REPORT

VESTING TENTATIVE TRACT NO. 62459-M1 (stamped map dated November 20, 2008) HEARING DATE: June 22, 2011 PLANNING DEPARTMENT STAFF REPORT PURSUANT TO ORDINANCE 164,845, IF A CERTIFICATE OF POSTING HAS NOT BEEN SUBMITTED BEFORE THE DATE OF THE PUBLIC HEARING, IT MUST BE PRESENTED AT THE HEARING, OR THE CASE MUST BE CONTINUED. REQUEST A Modification to a previously-approved Vesting Tentative Tract Map 62459 to permit the merger and resubdivision of 3 lots into 6 lots (1 master lot and 5 airspace lots) for 151 residential condominiums and 5,672 square feet of ground floor retail uses for the construction of a new 22-story mixed-use tower with 245 parking spaces on a 23,614 gross square-foot (22,814net square-foot) lot in the [Q]R5-4D-O zone. Also, a merger of 3 feet of the existing public right-of-way between the elevation of 54.28 feet and 356 feet above grade on 11 th Street and other variable limited street dedications. The site address for the subject property is 1050 S. Grand Ave. (317-331 W. 11 th St., 1046-1060 S. Grand Ave.) in the Central City Community Plan area. APPLICANT/REPRESENTATIVE Amir Kalantari (A)(O) 11 th and Grand, LLC 9307 Readcrest Drive Beverly Hills, CA 90210 Andie Adame (R) Craig Lawson & Co., LLC 8758 Venice Boulevard, #200 Los Angeles, CA 90034 Robert C. Olson (E) PSOMAS 28480 Avenue Stanford, Suite 200 Santa Clarita, CA 91355 RELEVANT CASES ON-SITE: ZA-2008-4718-ZA-SPR. A concurrent Zoning Administrator request incidental to VTT- 62459-M1 for Zone Variances from [Q] Condition 6 and 6A and the D Limitations of Ordinance No. 164,307 (Subarea 2610) to permit a Floor Area Ratio (FAR) in excess of 6 to 1 for a total floor area of 191,683 square feet (8:1 FAR) as approved by the Community Redevelopment Agency s 49,999 square-foot Density Variation on July 21, 2005; to allow 39 of the proposed 151 dwelling units to have a minimum of one compact parking space per unit in lieu of the one standard parking space; to permit a total of 12,500 square feet of open space in lieu of the required 17,000 square feet; to permit special requirements for corner lots to apply to the R5 Zone in lieu of the C or M Zones and a 36-inch circular

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 2 column in the corner cut street dedication area in lieu of the maximum 24-inch horizontal dimension allowed within the visibility triangle; and approval of Site Plan Review findings. VTT-62459 and ZA-2005-1041-ZV-ZAA-SPR. On July 7, 2005, the Deputy Advisory Agency approved the original Vesting Tentative Tract Map for 128 joint living and work condominium units and 5,472 square feet of ground floor commercial use with 2 covered on-site parking spaces plus 1/4 guest parking spaces per dwelling unit and, on September 26, 2005, the Zoning Administrator approved, as an incidental case, Zone Variances to permit the calculation for the Buildable Area of the lots to include the areas of the proposed street and alley dedications and the area of the required yard setback areas in lieu of the deduction of these areas from the Buildable Area of the lots; to permit an early start of construction prior to recordation of the Final Map; and from Q Conditions 6 and 6A and D Limitations to permit the ZA to act for the Planning Commission in allowing an FAR in excess of 2:1 for commercial uses and 6:1 for residential/commercial uses; and request the ZA to act by delegated authority to permit 8 trees on-site in lieu of the required 32 trees; Adjustments for corner lots to apply to the R5 Zone in lieu of the C or M Zones and a 3' by 3' square column in the corner cut street dedication area in lieu of the maximum 24-inch horizontal dimension allowed within the visibility triangle, to permit an increase of residential density from 1 unit per 200 SF of lot area to 1 unit per 181 SF, to permit the reduction of required front, side and rear setbacks; and approval of Site Plan Review Findings. OFF-SITE: VTT-71263 and ZA-2010-2067-ZV-1A. On December 3, 2010, the Deputy Advisory Agency approved a Tentative Tract Map for a maximum 19 residential condominiums with 1.5 covered on-site parking spaces plus 0.25 guest parking spaces per dwelling unit and as an incidental case, on April 21, 2011, the Central Area Planning Commission denied the appeal of ZA-2010-2067-ZV-1A to reduce the number of parking spaces to 10 spaces and sustained the ZA s action to maintain a minimum of Code required number parking spaces, for a project located at 1055-99 S. Grand Avenue and 411-25 W. 11 th Street VTT-60746 and ZA-2003-9146-ZV-ZAA. On July 7, 2004, the Deputy Advisory Agency approved a Vesting Tentative Tract for 417 condominium units and as an incidental case, on July 29, 2004, the Zoning Administrator approved Variances and Adjustments for two high-rise residential buildings for 417 joint living and work condominium units with 613 parking spaces for a site located at 1111 S. Grand Avenue. VTT-54309 and ZA-2003-2656-ZV-ZAA-ZAD. On September 11, 2003, the Deputy Advisory Agency approved a Vesting Tentative Tract for 66 joint living and work condominium units in an existing 4-story building under the Adaptive-Reuse ordinance with new construction of an additional 3 stories and as an incidental case, on October 15, 2003, the Zoning Administrator approved Variances, Adjustments and a Determination for 66 joint living and work units for a site located at 1100 S. Grand Avenue. CPC-1986-606-GPC. In December 1988, the City Council adopted Ordinance No. 164,307 SA 2610 (effective January 30, 1989) to change the zone from M2-4-O and C5-4-O to [Q]R5-4-D-O with D Limitation to limit the floor area ratio to 6 to 1 and Q Condition to

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 3 restrict any C4 use up to 2 to 1 FAR. The D Limitation also permitted a Density Variation from Community Redevelopment Agency (CRA) that would allow up to an additional 50,000 square feet of buildable floor area. PUBLIC RESPONSES On June 10, 2011, Council District 9 submitted a letter in support of the modification request of the proposed project, as well as in support of the reduction of parking from the Advisory Agency s parking policy. On May 13, 2009, the Downtown Los Angeles Neighborhood Council submitted a letter in support of the modification request of the proposed project. On January 30, 2007, the CRA submitted a letter in support of the modification of the proposed project. GENERAL COMMENTS The Applicant proposes to construct a new 191,683 square-foot, 22-story mixed-use highrise building comprised of 151 residential condominium units with ground floor retail totaling 5,672 square feet in floor area. The proposed building will include three levels of subterranean parking, retail uses on the ground floor, 4 levels of above-grade parking and 16 floors of residential use, with vehicular access from the alley. The proposed building will total 225 feet in height. The Applicant is requesting to hereby modify the 2005 original approval in the following: 2005 VTT-62459-M1 2011 VTT-62459 Total Floor Area 191,683 SF 191,683 SF Proposed Lots 7 lots (1 master and 6 airspace lots) 6 lots (1 master and 5 airspace lots) Condominium units 128 Joint Live/Work units 151 Residential units Residential Parking 2 spaces + 0.25 guest per unit (288 total) required 1.57 spaces + 0.05 guest per unit (245 total) proposed Commercial Parking Provided: 20 spaces LAMC Required: 0 spaces Provided: 0 spaces LAMC Required: 0 spaces Number of Stories 25 stories 22 stories Building Height 372 feet 225 feet Open Space 15,400 SF 12,500 SF (17,000 SF required) The Tract Map modification will merge the existing lots and will resubdivide them into a total of 6 lots, 1 Master Lot and 5 Airspace Lots. Airspace Lot 2 will contain the residential uses, Airspace Lot 3 will contain above ground parking, Airspace Lot 4 will contain one retail space at the ground level, Airspace Lot 5 will contain the second ground level retail space and Airspace Lot 6 will contain the underground parking area. There is a 2.5-foot dedication at the alley and a 2-foot dedication at 11 th Street. According the new street standards, Grand Avenue is designated as a Modified Secondary Highway. This street type requires a 7-foot public sidewalk easement (instead of the previously required 7-foot street dedication), a 17-foot wide sidewalk and a 28-foot half-roadway width.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 4 11 th Street is designated as a Modified Collector Street which requires a 3-foot sidewalk easement, a 12-foot wide sidewalk and a 20-foot half-roadway width. The applicant is proposing to provide a variable sidewalk easement area on 11 th Street. The applicant is requesting a limited street dedication at the 15-foot by 15-foot corner cut dedication area to allow a 36-inch circular column in the corner cut dedication area and a limited dedication vertically from 4 feet below grade to 13.5 feet above sidewalk grade. The applicant is also requesting a 2-foot limited street dedication and a 3-0 street merger on 11 th Street between the elevations of 54.28 feet and 356 feet. The projections will contain interior habitable space that is part of the corner residential units. The projection at the southwest corner of the building simulates a glass cube that alternates in position from floor to floor and serves to create the appearance of a moving cube. The applicant is also requesting the permission to provide a curb extension at the northeast street corner of Grand Avenue and 11 th Street, similar to the existing curb extension at the southwest street corner. The curb extension is consistent with the Urban Design Studio and CRA s Downtown Design Guidelines which encourages corner curb extensions to enhance the pedestrian realm. On July 21, 2005, the CRA approved a Density Variation from the AD@ Limitation requirement of Ordinance No. 164,307 SA 2610 to exceed the 6 to 1 FAR by 49,999 square feet for a total of 191,683 square feet of floor area (8.1 to 1 FAR) for the proposed project. The Applicant is proposing the project with up to 191,683 square feet of floor area. The project is proposed to provide a total of 245 on-site parking spaces. Of the 245 spaces provided, 237 parking spaces (1.57 spaces per unit) will be designated for the residential units and 8 parking spaces (0.05 guest spaces per unit) will be designated for the residential guests. Zero parking spaces are proposed for ground level retail use as none are required. The subject site is a level, rectangular-shaped lot consisting of 23,614 gross square feet (0.54 net acres) in the [Q]R5-4D-O Zone and designated as High Density Residential land use in the Central City Community Plan area. The project site is located on the northeast corner of Grand Avenue and 11 th Street, within the densely developed urban area of the South Park District of Downtown Los Angeles. The site is also located within the CRA=s Center City Redevelopment Project area and located several blocks east of the Staples Center Sports and Entertainment District. The South Park District is experiencing a transitional period where many of the lots with are either under construction or proposed for high-density residential lofts. The subject site is currently improved with a surface parking lot and is separated by an alley running generally north-south from the easterly lots on the same block. Properties surrounding the subject property are zoned [Q]R5-4D-O, designated as High Density Residential land use and developed with either light industrial uses, vacant buildings, older commercial buildings, surface parking lots or structures or high-density residential uses. Properties to the south, across 11 th Street, have been developed with the seven-story

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 5 Grand Lofts building, and to the southwest, the high-rise South Group loft buildings. Properties to the north, abutting the subject property, are developed with low-rise commercial buildings, some of which are vacant. Properties to the east, across the alley, are also developed with low-rise commercial uses. Properties to the west, across Grand Avenue, are improved with a surface parking lot and low- to mid-rise commercial uses. The property located to the southeast is zoned C2-4D-O and is developed with a storage warehouse. REPORTS RECEIVED BUREAU OF ENGINEERING: Reports that the Tract Map layout is satisfactory as submitted and recommends approval subject to modified conditions pertaining to dedications and improvements along Grand Avenue and 11 th Street, in a memo dated February 26, 2009. See recommended conditions in Draft Tentative Tract Report with Conditions under department. DEPARTMENT OF BUILDING AND SAFETY, ZONING DIVISION: A clearance letter will be issued stating that no Building and Zoning Code violations exist on the subject site once the items identified in the memo dated December 22, 2008 have been satisfied. See recommended conditions in Draft Tentative Tract Report with Conditions under department. DEPARTMENT OF TRANSPORTATION: Recommends that the project be subject to conditions stated in the memo dated February 12, 2007. See recommended conditions in Draft Tentative Tract Report with Conditions under department. FIRE DEPARTMENT: Recommends that the project be subject to conditions stated in the memo dated March 16, 2005. No further changes have been submitted by the Fire Department with regards to the modification request. See recommended conditions in Draft Tentative Tract Report with Conditions under department. LOS ANGELES UNIFIED SCHOOL DISTRICT: No comments were available at the writing of the staff report. DEPARTMENT OF WATER AND POWER: No comments were available at the writing of the staff report. BUREAU OF STREET LIGHTING: No comments were available at the writing of the staff report. BUREAU OF SANITATION: No comments were available at the writing of the staff report. ENVIRONMENTAL CLEARANCE The Environmental Staff Advisory Committee issued Mitigated Negative Declaration ENV- 2008-4718-MND on April 13, 2011. See Draft Tentative Tract Report with Conditions.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 6 TENANTS The subdivider did not a provide a list of tenants, as the site is currently vacant. STAFF RECOMMENDATIONS Compared to the 2005 original approval, the proposed changes will essentially result in a high-rise tower that will be shorter and wider, with higher density, less residential parking spaces, no commercial parking spaces, and less open space. However, there is no height limit; no building footprint requirement (where the original tract map were to be recorded); no commercial parking requirement (for Central City); nor density requirement (for Central City) on the site. With regards to residential parking requirement, the project is proposed to provide a total of 245 on-site parking spaces. Of the 245 spaces provided, 237 parking spaces (1.57 spaces per unit) are be designated for the residential units and 8 parking spaces (0.05 guest spaces per unit) are be designated for the residential guests. The 8 guest parking spaces are to be located on the first underground parking level. Zero parking spaces are proposed for ground level retail use as none are required. Staff recognizes that the citywide Advisory Agency s parking policy of a minimum of 2 parking spaces plus 0.25 guest spaces per dwelling unit may not necessarily apply to urban, high-density areas such as Downtown L.A where there is an abundance of alternative transit opportunities. Staff is recommending that a minimum of 1.5 parking spaces plus 0.25 guest spaces per dwelling unit be required, consistent with previously approved projects in Downtown L.A. In particular, on December 3, 2010, the Deputy Advisory Agency approved TT-71263 for a high-rise residential condominium tower with 1.5 parking spaces plus 0.25 guest parking spaces per dwelling unit for a project located directly across the street at 1055-99 S. Grand Avenue and 411-25 W. 11 th Street The Planning Department staff is otherwise recommending approval of Vesting Tentative Tract No. 62459-M1, with the attached modified conditions. The Applicant is required to obtain Zone Variances for the reduction of open space and other requests under incidental Case No. ZA-2008-4718-ZA-SPR. Prepared by: Jae Kim City Planner Note: Recommendation does not constitute a decision. Changes may be made by the Advisory Agency at the time of the public hearing.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 7 DRAFT TENTATIVE TRACT REPORT WITH CONDITIONS In accordance with provisions of Sections 17.03 and 17.11 of the Los Angeles Municipal Code (LAMC), the Advisory Agency approved Mitigated Negative Declaration ENV-2008-4673-MND as the environmental clearance and approved Vesting Tentative Tract No. 62459-M1 composed of 6 lots (1 master lot and 5 airspace lots), located at 1050 S. Grand Ave. (317-331 W. 11 th St., 1046-1060 S. Grand Ave.) for a maximum 151 residential condominiums and 5,672 square feet of ground floor retail uses as shown on revised map stamp-dated November 20, 2008 in the Central City Community Plan. This unit density is based on the [Q]R5-4D-O Zone. (The subdivider is hereby advised that the LAMC may not permit this maximum approved density. Therefore, verification should be obtained from the Department of Building and Safety which will legally interpret the Zoning Code as it applies to this particular property.) The Advisory Agency=s approval is subject to the following conditions: NOTE on clearing conditions: When two or more agencies must clear a condition, subdivider should follow the sequence indicated in the condition. For the benefit of the applicant, subdivider shall maintain record of all conditions cleared, including all material supporting clearances and be prepared to present copies of the clearances to each reviewing agency as may be required by its staff at the time of its review. BUREAU OF ENGINEERING - SPECIFIC CONDITIONS 1. Dedicate a 7-foot wide strip of land as a public sidewalk easement along Grand Avenue adjoining the subdivision to yield an average sidewalk width of 24 feet in accordance with the Downtown Street Standards Committee recommendations. Dedicate a 15 feet by 15 feet cut corner property line at the intersection with 11 th Street. This cut corner dedication shall be limited between elevations of 4 feet below the sidewalk to 13.5 feet above the sidewalk. Also, a 36-inch circular area may be excluded from this dedicated cut corner. This excluded area shall be used to place a structural column. 2. Dedicate a 2-foot wide strip of land along 11 th Street adjoining the subdivision to complete a 32-foot wide half street of land as a public sidewalk easement to yield an average width of 15 feet in accordance with the Downtown Street Standards Committee recommendations. This variable 3-foot sidewalk easement is limited between the sidewalk grade and 13.5 feet above the sidewalk. Portions of the above 2 feet dedication is not required between elevations 54.28 feet to 356 feet above the sidewalk. Also dedicate 15 feet by 15 feet cut corner property line at the intersection with Grand Avenue. This cut corner dedication shall be limited between elevations of 4 feet below the sidewalk to 13.5 feet above the sidewalk. Also, a 36-inch circular area may be excluded from this dedicated cut corner. This excluded area shall be used to place a structural column. Applicant shall submit sidewalk area calculations to justify the net clear sidewalk area after encroachments. Exterior exit doors encroachments along with other

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 8 architectural elements and structural column or supports need to be excluded from the total sidewalk area. 3. That a 2.5-foot wide strip of land be dedicated along the alley adjoining the tract to complete a 10-foot wide half alley dedication satisfactory to the City Engineer. 4. That the owners of the property record an agreement satisfactory to the City Engineer stating that they will grant the necessary easements for ingress, egress and public facilities over private easements or other entitlements to use upon the sale of the respective lots and they will maintain the private easements free and clear of obstructions and in a safe condition for vehicular or pedestrian use at all times. 5. That a set of drawings be submitted to the City Engineer showing the followings (for airspace subdivision only): a. Plan view at different elevations. b. Isometric views. c. Elevations views. d. Section cuts at all locations where air space lot boundaries change and limited dedication and merger areas. 6. That the actual limits of the limited street and alley dedications, and merger shall be determined during the final map process. 7. That portions of a 3-foot wide strip of land in the existing right of way of 11 th Street between elevations of 54.28 feet and 356 feet above the sidewalk elevation, as determined by the City Engineer, be permitted to be merged with the remainder of the subdivision pursuant to Section 66499.20-1/2 of the State Government Code, and in addition, the following be done and be administered by the City Engineer: a. That consents to the public street and alley being merged and waivers of any damages that may accrue as a result of such merger be obtained from all property owners who might have certain rights in the area being merged. b. That satisfactory arrangements be made with all public utility agencies maintaining existing facilities within the area being merged. Note: The Advisory Agency hereby finds that the easement to be merged is unnecessary for present or prospective public purposes and all owners of interest in the real property within the subdivision have or will have consented to the merger prior to the recordation of the final map.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 9 8. That a revised map be submitted for information purposes satisfactory to the City Engineer and Advisory Agency showing the exact locations including upper and lower elevations of any limited dedication and merger areas. This revised map will be used to determine the exact limits of the limited dedication and merger areas in conjunction with the final map process. 9. That a Covenant and Agreement be recorded satisfactory to the City Engineer binding the subdivider and all successors to the following: a. That the owners shall be required to maintain all elements of the structure below the limited street rights-of-way in a safe and usable condition to the satisfaction of the City Engineer. The City shall be given reasonable access to the structure within and adjacent to the limited street rights-of-way areas for any necessary inspection, upon request during normal business hours. The City may request the owners to repair or replace damaged, defective or unsafe structural elements or to correct unacceptable conditions at the owner=s expense if owner elects not to do so. Owner shall grant reasonable access to City=s contractor to make said repairs. b. The owner shall be required to limit use and occupancy of the structures below the limited street rights-of-way for parking only. c. The owners shall obtain a B-permit from the City Engineer for any substantial structural modification below the street right-of-way area and for any structural modification areas and for any structural element outside said areas which provides lateral or vertical support to structures within the areas. d. Any proposed balcony within the limited street dedication and merger areas be enclosed in a manner to prevent objects from falling on public rights-ofway. 10. That the subdivider execute and record an agreement satisfactory to the City Engineer to waive any right to make or prosecute any claims or demands against the City for any damage that may occur to the proposed parking structure underneath the limited street easements in connection with the use, connection and maintenance operations within said street easement. 11. That the petitioners record a covenant and agreement to run with the land pertaining to the limited street dedication areas: a. That the owners be required to maintain the supports to the limited street dedication areas for safety and usability to the satisfaction of the City Engineer. An annual fee of $0.10 per plan square foot (with automatic annual escalation proportioned to the cost of Living index) shall be paid to the City Engineer for the purposes of City inspection of the facilities. The City shall be given reasonable access to the structure within and adjacent to the limited

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 10 dedication areas for this purpose upon request during normal business hours. The City may request the owner to repair or replace damaged, defective or unsafe structural elements or to correct unacceptable conditions at the owner=s expense. The City may make such repairs at the owner=s expense if the owner elects not to do so or does not respond within a reasonable time. Owners shall grant reasonable access to the City=s contractor to make said repairs. b. That the owners be required to limit use of the structure within the limited dedication areas. No storage of combustibles will be allowed, nor will any other use or occupancy be allowed except as approved in writing by the Department of Building and Safety and the Department of Public Works. 12. That the following conditions regarding the limited dedication areas be complied with satisfactory to the City Engineer: a. That the owners obtain approval of the City Engineer for any substantial structural modification within the area and for any structural element outside the limited dedication area which provides lateral or vertical support to the structures within the merged area. b. That plans of structural details shown on standard size City sheets and structural calculations of the bridge structures, both signed by a Civil or Structural Engineer registered in the State of California, be submitted to the City Engineer for review and approval. c. That a Class "B" permit be obtained from the Bureau of Engineering and that a deposit be made with said Bureau sufficient to cover the City=s cost for plan checking, construction inspection, and incidental costs relative thereto. d. That a building permit from the Department of Building and Safety be obtained for the construction of the portion of the structure located within the private property. e. That the owners provide and maintain a policy of general liability insurance in an amount not less than $2,000,000.00 combined single limit per occurrence. Evidence of such insurance shall be on the City=s General Liability Special Endorsement form or other form acceptable to the City Attorney and shall provide coverage for premises/operations and contractual liability. f. That a Waiver of Damages agreement and an Indemnification Agreement Covenant to run with the land be executed by the owners and submitted to the Bureau of Engineering for approval, and subsequently be recorded relieving the City of any liability arising from the construction, maintenance and use of the proposed limited dedication areas. This waiver and indemnity statement shall be also included in the final tract map.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 11 g. That architectural plans be submitted to and approved by the Cultural Affairs Department as to the aesthetics of the proposed balconies and helipad encroachments over existing public rights-of-way. h. That plans be reviewed and given at least tentative approval by the Planning Department, if the proposed project falls within guideline of City Planning Department Specfic Plan, Design Review, etc. DEPARTMENT OF BUILDING AND SAFETY, GRADING DIVISION 13. Comply with any requirements with the Department of Building and Safety, Grading Division for recordation of the final map and issuance of any permit. DEPARTMENT OF BUILDING AND SAFETY, ZONING DIVISION 14. That prior to recordation of the final map, the Department of Building and Safety, Zoning Division shall certify that no Building or Zoning Code violations exist on the subject site. In addition, the following items shall be satisfied: a. Provide a copy of [Q] condition. Show compliance with conditions/ requirements of the [Q] condition. b. Provide a copy of AD@ limitation. Show compliance with conditions/ requirements of the AD@ limitation. c. Provide a copy of affidavit AFF-60496. Show compliance with all the conditions/requirements of the above affidavit. Termination of above affidavit may be required after map has been recorded. Obtain approval from the Department, on the termination form, prior to recording. d. Provide a copy of ZA case ZA-2005-1041-ZV-ZAA-SPR and ZA-2008-4718- ZV-SPR. Show compliance with all the conditions/requirements of the ZA case(s). e. Show all street/alley dedication(s) as required by Bureau of Engineering. AArea@ requirements shall be re-checked as per net lot area after street dedication. f. Record a Covenant and Agreement to treat the buildings and structures located in an air space subdivision as if they were within a single lot. Note that proposed building projection over the public way and alley are subject to the satisfaction of Department of Building and Safety and the Department of Public Works.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 12 Note that each air space lot shall have access to a street by one or more easements or other entitlements to use in a form satisfactory to the Advisory Agency and the City Engineer. Any vested approvals for parking layouts, open space, required yards or building height, should be to the satisfaction of the Department of Building and Safety. Note that any proposed structures or uses on the site have not been checked for Building or Zoning Code requirements. Plan check may be required before any construction, occupancy or change of use. An appointment is required for the issuance of a clearance letter from the Department of Building and Safety. The applicant is asked to contact Del Reyes at (213) 482 6882 to schedule an appointment. DEPARTMENT OF TRANSPORTATION 15. That prior to recordation of the final map, satisfactory arrangements shall be made with the Department of Transportation to assure (MM): a. A minimum of 40-foot reservoir space be provided between any security gate(s) and the property line. b. Parking stalls shall be designed so that a vehicle is not required to back out onto any public street or sidewalk. c. Driveways and vehicular access to projects shall be provided from the alley and Grand Avenue. d. A parking area and driveway plan be submitted to the Citywide Planning Coordination Section of the Department of Transportation for approval prior to submittal of building permit plans for plan check by the Department of Building and Safety. Transportation approvals are conducted at 201 N. Figueroa Street Suite 400, Station 3. Please contact this section at (213) 482-7024 for any questions regarding the above. FIRE DEPARTMENT 16. That prior to the recordation of the final map, a suitable arrangement shall be made satisfactory to the Fire Department, binding the subdivider and all successors to the following: a. Submit plot plans for Fire Department approval and review prior to recordation of Tract Map Action.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 13 b. Adequate off-site public and on-site private fire hydrants may be required. Their number and location to be determined after the Fire Department's review of the plot plan. c. Submit plot plans indicating access road and turning area for Fire Department approval. d. The width of private roadways for general access use and fire lanes shall not be less than 20 feet clear to the sky. e. No proposed development utilizing cluster, group, or condominium design of one or two family dwellings shall be more than 150 feet from the edge of the roadway of an improved street, access road, or designated fire lane. f. Fire lane width shall not be less than 20 feet. When a fire lane must accommodate the operation of Fire Department aerial ladder apparatus or where fire hydrants are installed, those portions shall not be less than 28 feet in width. g. Where above ground floors are used for residential purposes, the access requirement shall be interpreted as being the horizontal travel distance from the street, driveway, alley, or designated fire lane to the main entrance of individual units. h. The entrance or exit of all ground dwelling units shall not be more than 150 feet from the edge of a roadway of an improved street, access road, or designated fire lane. i. Private roadways for general access use shall have a minimum width of 20 feet. j. No building or portion of a building shall be constructed more than 150 feet from the edge of a roadway of an improved street, access road, or designated fire lane. k. Where access for a given development requires accommodation of Fire Department apparatus, overhead clearance shall not be less than 14 feet. l. Adequate public and private fire hydrants shall be required. m. Access for Fire Department apparatus and personnel to and into all structures shall be required. n. The Fire Department may require additional vehicular access where buildings exceed 28 feet in height.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 14 o. Where fire apparatus will be driven onto the road level surface of the subterranean parking structure, that structure shall be engineered to withstand a bearing pressure of 8,600 pounds per square foot. p. No framing shall be allowed until the roadway is installed to the satisfaction of the Fire Dept. q. Any required fire hydrants to be installed shall be fully operational and accepted by the Fire Department prior to any building construction. r. Private streets shall be recorded as Private Streets, AND Fire Lane. All private street plans shall show the words "Private Street and Fire Lane@ within the private street easement. s. All parking restrictions for fire lanes shall be posted and/or painted prior to any Temporary Certificate of Occupancy being issued. t. Plans showing areas to be posted and/or painted, AFIRE LANE NO PARKING@ shall be submitted and approved by the Fire Department prior to building permit application sign-off. u. Electric Gates approved by the Fire Department shall be tested by the Fire Department prior to Building and Safety granting a Certificate of Occupancy. v. No building or portion of a building shall be constructed more than 300 feet from an approved fire hydrant. Distance shall be computed along path of travel. Exception: Dwelling unit travel distance shall be computed to front door of unit. w. Where rescue window access is required, provide conditions and improvements necessary to meet accessibility standards as determined by the Los Angeles Fire Department. DEPARTMENT OF WATER AND POWER 17. Satisfactory arrangements shall be made with the Los Angeles Department of Water and Power (LADWP) for compliance with LADWP=s Water System Rules and requirements. Upon compliance with these conditions and requirements, LADWP=s Water Services Organization will forward the necessary clearances to the Bureau of Engineering. (This condition shall be deemed cleared at the time the City Engineer clears Condition No. S-1.(c).) BUREAU OF STREET LIGHTING SPECIFIC CONDITIONS 18. If new street light(s) are required, then prior to the recordation of the final map or

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 15 issuance of the Certificate of Occupancy (C of O), street lighting improvement plans shall be submitted for review and the owner shall provide a good faith effort via a ballot process for the formation or annexation of the property within the boundary of the development into a Street Lighting Maintenance Assessment District. BUREAU OF SANITATION 19. Satisfactory arrangements shall be made with the Bureau of Sanitation, Wastewater Collection Systems Division for compliance with its sewer system review and requirements. Upon compliance with its conditions and requirements, the Bureau of Sanitation, Wastewater Collection Systems Division will forward the necessary clearances to the Bureau of Engineering. (This condition shall be deemed cleared at the time the City Engineer clears Condition No. S-1. (d). INFORMATION TECHNOLOGY AGENCY 20. That satisfactory arrangements be made in accordance with the requirements of the Information Technology Agency to assure that cable television facilities will be installed in the same manner as other required improvements. Refer to the Los Angeles Municipal Code Section 17.05-N. Written evidence of such arrangements must be submitted to the Information Technology Agency, 200 N. Main Street, Room 1255, Los Angeles, CA 90012, (213) 473-9973. DEPARTMENT OF RECREATION AND PARKS 21. That the Quimby fee be based on the R5 Zone. (MM) DEPARTMENT OF CITY PLANNING-SITE SPECIFIC CONDITIONS 22. Prior to the recordation of the final map, the subdivider shall prepare and execute a Covenant and Agreement (Planning Department General Form CP-6770) in a manner satisfactory to the Planning Department, binding the subdivider and all successors to the following: a. Limit the proposed development to a maximum of 151 residential condominium units and 5,672 square feet of ground floor retail uses. b. Provide a minimum of 1.5 covered off-street parking spaces per dwelling unit, plus 0.25 guest parking spaces per dwelling unit. All guest spaces shall be readily accessible, conveniently located, specifically reserved for guest parking, posted and maintained satisfactory to the Department of Building and Safety. If guest parking spaces are gated, a voice response system shall be installed at the gate. Directions to guest parking spaces shall be clearly posted. Tandem parking spaces shall not be used for guest parking.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 16 Commercial parking shall be provided in accordance with Section 12.21-A,4 of the Los Angeles Municipal Code. In addition, prior to issuance of a building permit, a parking plan showing offstreet parking spaces, as required by the Advisory Agency, be submitted for review and approval by the Department of City Planning (201 N. Figueroa Street, 4 th Floor). c. Note to City Zoning Engineer and Plan Check. The Advisory Agency has approved the following variations from the Los Angeles Municipal Code as it applies to this subdivision and the proposed development on the site. Approved Variations as follows: (1) On July 21, 2005, the CRA approved a Density Variation Resolution No. 6887 from the AD@ Limitation requirement of Ordinance No. 164,307 SA 2610 to exceed the 6 to 1 FAR by 49,999 square feet for a total of 191,683 square feet of floor area (8.1 to 1 FAR) for the proposed project. d. The applicant shall install an air filtration system(s) to reduce the effects of diminished air quality on occupants of the project. e. That a solar access report shall be submitted to the satisfaction of the Advisory Agency prior to obtaining a grading permit. f. That the subdivider consider the use of natural gas and/or solar energy and consult with the Department of Water and Power and Southern California Gas Company regarding feasible energy conservation measures. g. Recycling bins shall be provided at appropriate locations to promote recycling of paper, metal, glass, and other recyclable material. (MM) h. Upon the effective date of this conditional approval, the applicant shall defend, indemnify and hold harmless the City, its agents, officers, or employees from any claim, action, or proceeding against the City or its agents, officers, or employees to attack, set aside, void or annul this approval which action is brought within the applicable limitation period. The City shall promptly notify the applicant of any claim, action, or proceeding and the City shall cooperate fully in the defense. If the City fails to promptly notify the applicant of any claim action or proceeding, or if the City fails to cooperate fully in the defense, the applicant shall not thereafter be responsible to defend, indemnify, or hold harmless the City. i. Prior to the clearance of any tract map conditions, the applicant shall show

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 17 proof that all fees have been paid to the Department of City Planning, Expedited Processing Section. 23. That prior to the issuance of the building permit or the recordation of the final map, a copy of Case No. ZA-2008-4718-ZV-SPR shall be submitted to the satisfaction of the Advisory Agency. In the event that Case No. ZA-2008-4718-ZV-SPR is not approved, the subdivider shall submit a tract modification. 24. That the subdivider shall record and execute a Covenant and Agreement to comply with [Q] Conditions per Ordinance No. 164,307 SA 2610. Clearances shall be obtained from the Community Redevelopment Agency (CRA) prior to the recordation of the final map. DEPARTMENT OF CITY PLANNING-ENVIRONMENTAL MITIGATION MEASURES 25. That prior to recordation of the final map the subdivider shall prepare and execute a Covenant and Agreement (Planning Department General Form CP-6770 and Exhibit CP-6770. M) in a manner satisfactory to the Planning Department requiring the subdivider to identify (a) mitigation monitor(s) who shall provide periodic status reports on the implementation of mitigation items required by Mitigation Condition Nos. 15, 21, 22 g, 26 and 27 of the Tract=s approval satisfactory to the Advisory Agency. The mitigation monitor(s) shall be identified as to their areas of responsibility, and phase of intervention (pre-construction, construction, postconstruction/maintenance) to ensure continued implementation of the above mentioned mitigation items. 26. Prior to the recordation of the final map, the subdivider will prepare and execute a Covenant and Agreement (Planning Department General Form CP-6770) in a manner satisfactory to the Planning Department, binding the subdivider and all successors to the following: MM-1 a. All open areas not used for buildings, driveways, parking areas, recreational facilities or walks shall be attractively landscaped and maintained in accordance with a landscape plan and an automatic irrigation plan, prepared by a licensed Landscape Architect and to the satisfaction of the decision maker. b. Every building, structure, or portion thereof, shall be maintained in a safe and sanitary condition and good repair, and free from debris, rubbish, garbage, trash, overgrown vegetation or other similar material, pursuant to Municipal Code Section 91.8104. c. The exterior of all buildings and fences shall be free from graffiti when such graffiti is visible from a street or alley, pursuant to Municipal Code Section 91.8104.15.

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 18 d. The applicant shall affix or paint a plainly visible sign, on publically accessible portions of the construction barriers, with the following language: Post No Bills. Such language shall appear at intervals of no less than 25 feet along the length of the publically accessible portions of the barrier. The applicant shall be responsible for maintaining the visibility of the required signage and for maintaining the construction of barrier free and clear of any unauthorized signs within 48 hours of occurrence. e. Outdoor lighting shall be designed and installed with shielding, such that the light source cannot be seen from adjacent residential properties or the public right-of-way. f. The Proposed Project shall include low-level directional lighting at ground and podium levels of the exterior of the proposed structures to ensure that architectural, parking and security lighting does not spill onto adjacent residential properties. MM-2 a. All unpaved demolition and construction areas shall be wetted at least twice daily during excavation and construction, and temporary dust covers shall be used to reduce dust emissions and meet SCAQMD District Rule 403. b. The construction area shall be kept sufficiently dampened to control dust caused by grading and hauling, and at all times provide reasonable control of dust caused by wind. c. All dirt/soil loads shall be secured by trimming, watering or other appropriate means to prevent spillage and dust. d. All dirt/soil materials transported off-site shall be either sufficiently watered or securely covered to prevent excessive amount of dust. e. All clearing, earth moving, or excavation activities shall be discontinued during periods of high winds (i.e., greater than 15 mph), so as to prevent excessive amounts of dust. f. General contractors shall maintain and operate construction equipment so as to minimize exhaust emissions. g. Trucks having no current hauling activity shall not idle but be turned off. MM-3 a. The services of an archaeologist shall then be secured by contacting the South Central Coastal Information Center (657-278-5395) located at California State University Fullerton, or a member of the Society of

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 19 Professional Archaeologist (SOPA) or a SOPA-qualified archaeologist, who shall assess the discovered material(s) and prepare a survey, study or report evaluating the impact. b. The archaeologist's survey, study or report shall contain a recommendation(s), if necessary, for the preservation, conservation, or relocation of the resource. c. The applicant shall comply with the recommendations of the evaluating archaeologist, as contained in the survey, study or report. Project development activities may resume once copies of the archaeological survey, study or report are submitted to: SCCIC Department of Anthropology McCarthy Hall 477 CSU Fullerton 800 North State College Boulevard Fullerton, CA 92834 d. Prior to the issuance of any building permit, the applicant shall submit a letter to the case file indicating what, if any, archaeological reports have been submitted, or a statement indicating that no material was discovered. A covenant and agreement binding the applicant to this condition shall be recorded prior to issuance of a grading permit. MM-4 a. If any paleontological materials are encountered during the course of project development, all further development activities shall halt and: a. The services of a paleontologist shall then be secured by contacting the Center for Public Paleontology - USC, UCLA, California State University Los Angeles, California State University Long Beach, or the Los Angeles County Natural History Museum - who shall assess the discovered material(s) and prepare a survey, study or report evaluating the impact. b. The paleontologist's survey, study or report shall contain a recommendation(s), if necessary, for the preservation, conservation, or relocation of the resource. c. The applicant shall comply with the recommendations of the evaluating paleontologist, as contained in the survey, study or report. d. Project development activities may resume once copies of the paleontological survey, study or report are submitted to the Los Angeles County Natural History Museum. Prior to the issuance of any building permit, the applicant shall submit a letter to the case file indicating what, if any, paleontological reports have been submitted,

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 20 or a statement indicating that no material was discovered. e. A covenant and agreement binding the applicant to this condition shall be recorded prior to issuance of a grading permit. MM-5 a. The design and construction of the project shall conform to the Uniform Building Code seismic standards, as approved by the Department of Building and Safety. b. The project shall comply with the conditions contained within the Department of Building and Safety s Geology and Soils Report Approval Letter for the proposed project, and as it may be subsequently amended or modified. c. All waste shall be disposed of properly. Use appropriately labeled recycling bins to recycle construction materials including: solvents, water-based paints, vehicle fluids, broken asphalt and concrete, wood, and vegetation. Non recyclable materials/wastes must be taken to an appropriate landfill. Toxic wastes must be discarded at a licensed regulated disposal site. d. Clean up leaks, drips and spills immediately to prevent contaminated soil on paved surfaces that can be washed away into the storm drains. e. Do not hose down pavement at material spills. Use dry cleanup methods whenever possible. f. Cover and maintain dumpsters. Place uncovered dumpsters under a roof or cover with tarps or plastic sheeting. g. Use gravel approaches where truck traffic is frequent to reduce soil compaction and limit the tracking of sediment into streets. h. Conduct all vehicle/equipment maintenance, repair, and washing away from storm drains. All major repairs are to be conducted off-site. Use drip pans or drop clothes to catch drips and spills. MM-6 a. Install a demand (tankless or instantaneous) water heater system sufficient to serve the anticipated needs of the dwellings. Alternatively, an energy efficient central hot water system can satisfy this condition. b. Only low-and non-voc-containing paints, sealants, adhesives, and solvents shall be utilized in the construction of the project. MM-7 a. All commercial, industrial, institutional and multiple residential buildings covering over 50,000 square feet of lot area or with more

VESTING TENTATIVE TRACT NO. 62459-M1 PAGE 21 than one level of basement shall be independently analyzed by a qualified engineer, as defined in Section 91.7102 of the Municipal Code, hired by the building owner. The engineer shall investigate and recommend mitigation measures which will prevent or retard potential methane gas seepage into the building. b. In addition to the other items listed in Section 91.7102, the owner shall implement the engineer s design recommendations subject to Department of Building and Safety and Fire Department approval. All multiple residential buildings shall have adequate ventilation as defined in Section 91.7102 and the Municipal Code of a gas-detection system installed in the basement or on the lowest floor level on grade, and within the underfloor space in buildings with raised foundations. MM-8 a. Project applicants are required to implement stormwater BMPs to retain or treat the runoff from a storm event producing ¾ inch of rainfall in a 24 hour period. The design of structural BMPs shall be in accordance with the Development Best Management Practices Handbook Part B Planning Activities. A signed certificate from a California licensed civil engineer or licensed architect that the proposed BMPs meet this numerical threshold standard is required. b. Post development peak stormwater runoff discharge rates shall not exceed the estimated predevelopment rate for developments where the increase peak stormwater discharge rate will result in increased potential for downstream erosion. c. Any connection to the sanitary sewer must have authorization from the Bureau of Sanitation. d. Install Roof runoff systems where site is suitable for installation. Runoff from rooftops is relatively clean, can provide groundwater recharge and reduce excess runoff into storm drains. e. Paint messages that prohibit the dumping of improper materials into the storm drain system adjacent to storm drain inlets. Prefabricated stencils can be obtained from the Dept. of Public Works, Stormwater Management Division. f. All storm drain inlets and catch basins within the project area must be stenciled with prohibitive language (such as NO DUMPING - DRAINS TO OCEAN ) and/or graphical icons to discourage illegal dumping. g. Signs and prohibitive language and/or graphical icons, which prohibit illegal dumping, must be posted at public access points along channels and creeks within the project area.