August 31st, 2009

Urban One 3460 West 7th Street, Unit #213 Los Angeles, CA 90005

RE: Request for Proposal GENERAL CONTRACTOR for The View Wilshire Tower LOS ANGELES, CALIFORNIA 90005

Dear :

On behalf of the Owner, Federal Street L.A., LLC; Urban One, acting as the Owner’s Representative, hereby invites you to submit a proposal to provide General Contractor Services for The View Wilshire Tower condo conversion project located in the Koreatown district of Los Angeles, California.

Proposals shall be due on September 28th, 2009 by 5:00 p.m., in the Urban One jobsite office at 3460 West 7th Street, Unit #213, Los Angeles, CA 90005; Attention: JR Riddle.

Site Visitation shall be scheduled upon request.

The information provided to the bidder in the course of this proposal process is for the purpose of proposal only and is to be treated as CONFIDENTIAL. Any information contained in this RFP or learned by the bidder shall not be revealed to any third party, and such information may be used by the bidder in the submittal of its proposal only. Please review, sign, and return the Confidentiality Agreement (“Attachment A”), prior to receipt of the proposal.

See Attachment C for a project description and scope of services.

The owner seeks to contract with a General Contractor for general contracting services for the aforementioned project. Selection will be based on competitive proposals that include a line item breakdown of all Hard Costs categorized by trade, Fee, General Conditions and Staffing, and a per unit overall analysis, in addition to full consideration of the information attesting to the firm’s qualifications, schedule, and approach to the construction of the proposed project. The proposal shall be submitted in the form of Attachment B – Bid Form. The selected General Contractor shall be made a member of the project team (Owner, Owner’s Representative, Architect, Engineers, Consultants, etc.) and will contribute expertise throughout the term of the project. It is expected that the General Contractor shall provide cost estimates, schedules, value engineering alternatives, and constructability reviews throughout the project term, in addition to management of the entire construction team.

While it is understood that the General Contractor is not responsible for code compliance or document coordination, it is expected that the General Contractor be proactive in identifying these conflicts during reviews of the project drawings and specifications and throughout construction as it progresses.

In the proposal, the General Contractor shall deliver a Project Construction Schedule. This schedule shall identify long lead items, critical materials, and delivery dates for these items and materials, as well as any required inspections and approvals by authorities having jurisdiction. A manlift analysis is also required showing how much the schedule will be shortened by if one were used and what the potential cost impacts could be. A site logistics analysis is also required.

Before submitting any proposals, the General Contractor shall examine the documents and visit the site of the work. Please refer to the attached list of RFP documents.

MILESTONE SCHEDULE

The owner’s representative anticipates a schedule as follows:

Initiate RFP August 31st, 2009 Proposals Due September 28th, 2009 Start Services October 6th, 2009 Complete Construction Per proposed construction schedule

Of critical importance is the phased delivery of units due to the fact that there are tenants currently residing in approximately 65% of the apartment units.

PROPOSAL

The following shall govern any proposal to be submitted by you:

1. Each Contractor shall examine the bidding documents carefully, and shall make requests for clarification (“RFC”) of any terminology contained therein, which cannot be resolved by reference to the RFP documents. Furthermore, each Contractor shall attempt to interpret and clarify any ambiguity, inconsistency, discrepancy, omission, and/or error contained therein. RFC’s shall be typed and submitted to Urban One via email. These questions will then be distributed and answered by the appropriate consultants of the project team and emailed back to all bidders. In addition, weekly meetings will be scheduled for each General Contractor every Monday during the bidding phase with the entire project team to answer any pending or new RFC’s. 2. Proposals shall be submitted on a form similar to Attachment B. Proposals must be signed by a person duly authorized to execute the same on behalf of the Contractor. If the Contractor is a corporation, the state of incorporation must be entered on the proposal.

3. Each Contractor, by submitting its proposal, represents the Owner as follow:

a. That it has read and understands all proposal documents, and that all proposal documents are acceptable to it.

b. That its bid is based upon the materials described in those bidding documents and information received from the Owner.

c. That the proposal terms will run for the term of the contract, which is anticipated to conclude on or about the Certificate of Completion of the entire project.

4. Proposals must include, at a minimum, the following information:

a. A proposed project construction schedule showing the durations and sequencing of your work (Gantt chart format).

b. A proposed site logistics plan (brief written summary and/or drawing).

c. A list of all major current projects (name, location and value), along with their current percentage of completion, and anticipated completion date.

d. A list of projects on which you are presently the low bidder or for which you have received a Letter of Intent from the Owner.

e. A description of your company, including its history, form of organization, and names of principals.

f. Provide resumes and organizational hierarchy of proposed project team. This team shall not be changed without the express written agreement with the Owner once the proposal is accepted.

g. A statement concerning your office’s dependency on other offices of your company for support staff, facilities, etc.

h. A statement concerning your company’s bonding capacity.

i. A listing of your current insurance coverage and a ten (10) year loss run history of any insurance claims. j. A statement that indicates any legal proceedings regarding the company’s activities within the last ten (10) years.

After the proposal is submitted, the Owner will likely distribute a scope sheet for the Contractor to fill out to confirm all scope inclusions, and final interviews may follow.

It is the intent of Federal Street L.A., LLC and Urban One to negotiate a Guaranteed Maximum Price (GMP) upon conclusion of the bidding phase. The Fee and General Conditions may not vary from this proposal.

Various criteria will be used in the selection of the successful Contractor, including, but not necessarily limited to, cost, schedule, project personnel, firm experience, involvement during the bidding process, and timeliness of response.

Questions may be directed in writing to Dennis Allen or JR Riddle at Urban One ([email protected] or [email protected]), or you may call the jobsite office at (213) 908-6595.

We appreciate your interest in the project and look forward to meeting with you in the near future.

Sincerely,

JR Riddle Associate Urban One SCHEDULE OF RFP ATTACHMENTS

A. Confidentiality Agreement (sign and return prior to submitting proposal )

B. Bid Form

C. Project Description

D. Project Approach

E. Team contact list (for information only)

F. Construction Documents (see transmittal) ATTACHMENT A

CONFIDENTIALITY AGREEMENT

FEDERAL STREET L.A., LLC c/o Federal Street Holdings, LLC 3460 West 7th Street, Unit #213 Los Angeles, CA 90005

August 31st, 2009

Contractor Name Here Company Here Address Here City, State, Zip Code

Name here:

In connection with our exploratory meetings and discussions to consider a possible agreement pursuant to which you (the "Recipient") evaluate the General Contracting work relating to the real property located at 3460 West 7th Street, Los Angeles, California (the "Property"), we have provided certain written and/or oral internal, nonpublic information and diligence materials concerning the Property. As a condition to our furnishing such information to you, you agree, as set forth below, to treat confidentially such information and any other information furnished by Federal Street L.A., LLC (the "Company") or its affiliates or by any of their respective directors, officers, employees, agents, affiliates or representatives (each, a "Company Entity"), whether furnished before or after the date of this letter, together with all analyses, compilations, studies, or other documents or records prepared by you, or by your directors, officers, employees, agents, partners, financial sources, advisors, attorneys, consultants or representatives (collectively, the " Rep re - sen tatives"), which contain or otherwise reflect or are generated from such informa- tion (collectively, the " Evaluation Materi al").

Recipient agrees that the Evaluation Material will not be used other than for the purpose described above, and that such information will be kept confidential by the Recipient and its Representatives; provided, however, that (i) any of such information may be disclosed to the Representatives who need to know such information for the purpose described above (it being understood that (a) such Representative shall be informed by the Recipient of the confidential nature of such information and shall be directed by the Recipient to treat such information confidentially and not to use it other than for the purpose described above, (b) Recipient shall be obligated to obtain a counterpart signature to this letter agreement from any potential partner of, or financial source to, Recipient pursuant to which such party shall agree to be directly obligated by the provisions hereof, and (c) in any event, the Recipient shall be responsible for any breach of this Agreement by any of its Representatives), and (ii) any other disclosure of such information may be made if the Company has, in advance, consented to such disclosure in writing. The Recipient will take reasonable efforts to safeguard the Evaluation Material from disclosure to anyone other than as permitted hereby.

In addition, without the Company's prior written consent and except as required by law, the Recipient will not, and will direct its Representatives not to, disclose to any person either the fact that the Evaluation Material has been made available to the Recipient or that this Agreement exists or that discussions are taking place between the Recipient and the Company concerning a possible transaction, or other facts with respect to such discussion, including the status thereof. The term "person" as used in this letter shall be interpreted very broadly and shall include without limitation any corporation, company, partnership, limited liability company, individual or group.

Notwithstanding the foregoing, if the Recipient or any of its Representatives is required (by request for information or documents in legal pro- ceedings, interrogatories, subpoena, civil investigative demand or similar process) to disclose any Evaluation Material, the Recipient shall promptly notify the Company of such requirement so that the Company may seek an appropriate protective order and/or waive the Recipient's compliance with the provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver hereunder, the Recipient or any of its Representatives is nonetheless, in the reasonable opinion of the Recipient's counsel, compelled to disclose Evaluation Material to any tribunal, the Recipient or such Representative, after notice to the Company, may disclose such information to such tribunal. The Recipient shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Evaluation Material so disclosed. The Recipient or such Representative shall not be liable for the disclosure of Evaluation Material hereunder to a tribunal compelling such disclo- sure unless such disclosure to such tribunal was caused by or resulted from a previous disclosure by the Recipient or any of its Representatives not permitted by this Agreement.

This Agreement shall be inoperative as to particular portions of the Evaluation Material if such information (i) is in the public domain or becomes gener- ally available to the public other than as a result of a disclosure by the Recipient or its Representatives, or (ii) becomes available to Recipient or its Representatives on a non-confidential basis from a source other than the Company or any Company Entity, provided that such source is not known by the Recipient or its Representatives to be bound by a confidentiality agreement with the Company or any Company Entity or otherwise prohibited from transmitting the information to the Recipient or its Representatives by a contractual, legal or fiduciary obligation.

Upon completion of the Recipient's work with respect to the Property, the Recipient will promptly advise the Company of this fact. In such case or if the Company requests the Evaluation Material for any reason whatsoever, the Recipient will promptly, upon the Company's request, deliver to the Company all documents furnished by the Company or any Company Entity to the Recipient or its Representatives constituting Evaluation Material, without retaining copies thereof. In such case, all other documents constituting Evaluation Material will be destroyed. Upon request, such destruction will be confirmed in writing.

It is further understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

The Recipient acknowledges and agrees that the Company would not have an adequate remedy at law and would be irreparably harmed in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Company shall be entitled to injunctive relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which the Company may be entitled, at law or in equity. The Recipient agrees to waive, and to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy.

This Agreement shall constitute the entire agreement between the parties with regard to the subject matter hereof. No modification, amendment or waiver shall be binding without the written consent of the parties hereto. This Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.

This Agreement shall be governed and construed in accordance with the laws of the State of California applicable to agreements made and to be per- formed within such State without regard to conflicts of law principles thereof.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute the same agreement.

If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter whereupon this letter will constitute our agreement with respect to the subject matter hereof.

Very truly yours,

FEDERAL STREET L.A., LLC

By: Michael Winter Judi Fishman Agreed to and Accepted as of the date first above written:

______Sign name Sign name

______Print name Print name

______Date Date

Company: Company: Federal Street L.A., LLC Title: Title: Principal ATTACHMENT B

BID FORM

PLEASE SET UP A VERY DETAILED SCHEDULE OF VALUES FOR EACH OF THE BROAD CATEGORIES BELOW. ANALYSIS OF EACH LINE ITEM SHALL ALSO BE PRESENTED ON A PER UNIT, PER SQUARE FOOT, AND TOTAL AMOUNT BASIS.

NOTE THAT USING A SEPARATE MICROSOFT EXCEL SPREADSHEET FOR THIS DETAILED ANALYSIS IS PREFERRED.

Base Bid Line Items Cost

Hard Cost Breakdown (by trade)… $

General Conditions* $

Fees (%)* $

*NOTE: These costs are fixed for the duration of the contract. Provide detailed backup substantiating the total, with your proposal.

Alternates Cost

Deduct to go to an OCIP ($ ) ATTACHMENT C

PROJECT DESCRIPTION

Project Overview

The View Wilshire Tower project sits on a 1.4 acre site in the heart of Koreatown at the address of 3460 W. 7th Street, Los Angeles, CA 90005. Approximately 0.9 acres of that is taken up by the 13-story Type I building. The building, which was built back in 1964, will be undergoing a major renovation, converting all 168 units into condominiums for sale. Presently, approximately 65% of the units are still occupied by renters. It is anticipated that the selected General Contractor and subsequent Subcontractors will be paid non-union wages. The insurance will be provided by the contractor through a CCIP, however, the General Contractor shall provide an alternate deduct if the Owner were to switch to an OCIP.

Project Components

The project site is bounded by W. 7th Street to the north, Ardmore Avenue to the east, Kingsley Drive to the west, and residential projects to the south. All provided and required setbacks are shown in the project documents, but are no less than 15’ at any location. Across W. 7th Street to the north is a commercial parking garage; across Ardmore Avenue to the east is residential; and across Kingsley Drive to the west is also residential.

As stated above, the existing site is developed with 168 residential apartment units starting on the 2nd floor, with approximately 65% of those (109 units) still being occupied. The ground level consists of space for retail use, which is vacant, as well as the building lobby and other amenities. There are (3) levels of subterranean parking. The ramp down into the garage is located on the east side of the project off of Ardmore Avenue. To the north of the building on ground level is a small parkway in front of the main entrance. The remainder of the area outside of the building footprint to the north and west is comprised of flatwork and planters. To the south of the building on ground level is a large pool area comprised of flatwork, planters, and a stainless steel pool. This pool area was recently shut down by the Los Angeles Health Department due the condition of the pool itself. Also to the south along Kingsley Drive is a small surface parking area that was servicing the old ground floor retail. Much of this area is surrounded by CMU walls and wrought iron fencing. It is anticipated that this parking area will become the major construction staging area for the project once underway. There is also a considerable amount of landscaping elements currently on site.

Scope of Work

The broad scope of work consists of remodeling 168 condominium units (complete build out), approximately 5,000 square feet of ground level retail (core and shell), a new ground level lobby area and community room, some base building MEP system upgrades, rooftop MEP equipment replacement, elevator modernizations, exterior façade and window replacement, a new window washing system, a new pool and outdoor common area, additional street trees/street lighting, and some minor B-permit work. The number of subterranean parking spaces will be increased to a count of (205) resulting from demolition of the laundry room to add parking. The surface retail parking lot to the south of building will be required to accommodate (10) parking spaces. The residential portion of the project consists of a mix of studios, one bedroom units, and two bedroom units, all located on the (12) floors above ground level, with (14) units per floor. The project also includes site development such as site work, landscaping, site furnishings, and other related elements. No super graphic advertisements are planned, however, code compliant way finding and identification placards will be needed.

General Contractor shall note that (42) units have been already been released for production. Of these (42), (19) units are currently undergoing demolition and abatement as they were already vacant. Some of the remaining (23) units still have some tenants occupying them, however, they will be given a Notice to Vacate in the very near future. As you can see from this example, as units are sold, then tenants are vacated. As such, interior unit build out will have to been done in several phases as units become sold and vacant. The first set, which we can call “Group A”, consists of the (19) aforementioned units currently being demolished. The next set, which we can call “Group B”, consists of the remaining (23) sold units that will all be vacated shortly. The unit numbers are as follows:

 Group A – Units 802, 714, 601, 603, 604, 609, 612, 614, 503, 506, 509, 510, 511, 411, 302, 305, 311, 202, 211.

 Group B – Units 1414, 1207, 710, 602, 605, 606, 607, 608, 610, 611, 613, 501, 502, 504, 505, 507, 508, 512, 513, 514, 402, 409, 308.

How the phasing of the work is done beyond this is obviously speculative since we have no way of knowing when the rest of the units are going to sell. It will be up to the General Contractor, for the purpose of the proposed construction schedule to speculate how the remainder of the work will be sequenced. It may be fair to assume that units will be vacated and released for work in similar size groups, around 20-30 units each.

A window washing equipment consultant has been engaged and is in the process of preparing a biddable set of documents for the roof anchors and subsequent work to carry out the washing of the windows with a swing stage. This work will be bid and rolled up into the General Contractor’s contract with the owner. General Contractor shall provide an allowance for this work.

All of the windows are to be replaced with Arcadia windows installed by LOTI Enterprises out of San Diego. All of the window work is already contracted directly with the Owner, however, the General Contractor should provide oversight to ensure quality control and adherence to project schedule. The project team is in the process of gaining all necessary city approvals for this work and the material will be in fabrication shortly. When it comes time for installation, LOTI has advised that they would install the windows vertically (in stacks) to expedite the schedule. If window installation occurs before the roof anchors for the swing stage are in place, then LOTI will have to install using a boom lift. Once the roof anchors are in place, then LOTI can install using the swing stage, which will expedite the schedule even more.

The first (42) units’ kitchen cabinets and bathroom vanities (with sink) provided by Tonusa are also already bought out directly by the owner and are currently in production. There is about (7) left in production, so they will need to be stored knocked-down onsite until the units are ready for Tonusa to install their product in. Again, the General Contractor should provide oversight of this trade to ensure quality control and adherence to project schedule.

The owner is close to executing a contract with Take Us For Granite to furnish and install the first (42) units’ stone kitchen countertops. Like windows and cabinets, the General Contractor should provide oversight of this trade to ensure quality control and adherence to project schedule.

The modernization work of the (2) existing elevator cabs has also already been put out to bid and is close to being contracted directly with the owner primarily due to the long lead time. Again, the General Contractor should provide oversight of this trade to ensure quality control and adherence to project schedule.

The General Contractor should note that there is some early work that the Owner has engaged in for the reasons explained below:

 To potentially boost sales, the Owner is in the process of selecting a pool contractor to replace the existing stainless steel pool with a gunite shell. This work will be contracted directly with the Owner.

 Additionally, the surrounding pool deck area is being designed and be contracted directly with the Owner. The General Contractor should provide oversight for the pool and surrounding pool area work.

 On August 4th, a major flood occurred in Unit #406 due to a burst hot water line in the bathroom. There was severe water damage on the 4th, 3rd, and 2nd floors west of the elevator bank. There was additional water damage in almost all of the ground floor retail area, existing mail room, and surrounding area. Due to this, remediation crews have performed demolition and abatement in most of these areas. The water damage rendered the old mail room unusable, so the future mail room is in the process of being built so that mail can continue to be delivered to the building residents. In turn, the future package room, storage room, and gym will also be built due to this emergency circumstance. All of this work is being contracted directly between Diamond Construction and the Owner. Bidding General Contractors shall verify what work remains to be done in these areas during a site visitation.

Design and Construction Overview

The project was designed to meet 2008 Los Angeles City Code. It is not required to meet LEED certification, but best efforts will be made to achieve LEED Certified status. The project is Type I construction throughout. The subterranean parking spaces are allocated to residential uses. Most of the project is designed to code minimums. However, in certain instances, the Owner has decided to exceed code requirements and in other cases, existing conditions have been grandfathered in. All design documents have been submitted to the City of Los Angeles Department of Building and Safety and have received at least one round of plan check comments. The plans are ready to resubmit for final check.

As mentioned above, a number of trades have already been bought out by the Owner. These include interior demolition/abatement, kitchen cabinets/bathroom vanities, stone countertops, windows, elevator modernization, pool, and the pool deck area. Even though these trades have already been contracted directly with the owner or will be shortly, it shall still be the responsibility of the General Contractor to schedule their work and manage them during construction to ensure quality control and adherence to project schedule. The Owner will also be contracting directly with vendors to provide and install all FF&E.

The General Contractor will also be responsible for ensuring a smooth turnover to the Owner, including documentation, commissioning, training, punch lists, etc. It is expected that the General Contractor and its subcontractors will remain readily available during the warranty period to provide support for repairs. Staffing plans should account for this activity for the first year of operation.

Site Logistics

The size and location of the project are critical to the site logistics planning. The project must consider traffic, noise, adjacent operations, special events, and many other impacts that the project will have on, or must endure from, its neighbors. The City has imposed an hours of operation restriction on the project which will need to be respected.

Construction parking will be very limited. The retail parking area outside can be utilized as all retailers have left. Additionally, a limited amount of spaces can be assigned to staff down in the garage. It should be assumed that the General Contractor’s staff will receive parking, however, limited spaces will be given to subcontractors. This should be taken into account in their pricing. There is plenty of structured and lot parking within a block of the project. Construction offices will be built in the northwest corner of the ground floor retail. There should be ample room to build out office space for Federal Street L.A., LLC/Urban One, the selected General Contractor, and some of the larger trades.

Urban One has started to explore the need for a manlift due to the fact that the proposed elevator modernization is going to limit the use of the passenger elevators to one at a time during construction. Taking into account the slow speed of the existing passenger elevators, their limited size, and the fact the tenants will still be using them, it seems plausible to expedite the schedule of the project by installing and operating one. The ideal location to set this up would be on either the south façade, with gates/landings going into the x08 unit stack, or on the west end of the building at the end of the corridor.

An analysis for using a manlift shall be submitted as part of your proposal. It should show how much time will be cut off the overall project schedule and any cost impacts if one were to be installed and operated.

By installing a manlift in this location, it would allow for staging of material right next to the base of the hoist between the building and retail parking area. No staging areas outside the project boundary are anticipated, however, staging and all other site logistics shall be submitted as part of your proposal.

As a part of the project, use of public streets will be required for access, and the entire site will be secured by the contractor. The contractor shall be responsible for all site security throughout the project, once the project commences. ATTACHMENT D

PROJECT APPROACH

Project Approach

The Developer is seeking a highly qualified General Contracting firm that is capable of staffing, managing and creating a development project that is complex, fast-paced, high quality, budget and schedule driven, and highly visible. Integral to the success of the project are personnel that are flexible, creative, knowledgeable, and able to communicate to a wide audience effectively. All aspects of the activity, documentation, and accounting must be transparent and well-detailed.

Bidding and GMP Activities

As stated earlier, each Contractor shall examine the bidding documents carefully, and shall make requests for clarification (“RFC”) of any terminology contained therein, which cannot be resolved by reference to the RFP documents. Furthermore, each Contractor shall attempt to interpret and clarify any ambiguity, inconsistency, discrepancy, omission, and/or error contained therein. RFC’s shall be typed and submitted to Urban One via email ([email protected]). These questions will then be distributed and answered by the appropriate members of the project team and emailed back to all bidders. In addition, weekly meetings will be scheduled for all bidding General Contractors every week on a predetermined day and time during the bidding phase with the entire project team to answer any pending or new RFC’s. Note that the term RFC will be used during the bidding period. Once a contractor is selected and construction commences, we will switch over to an RFI system.

The General Contractor will be responsible for managing the entire bid process and will be required to prepare a GMP that covers all trades within the stipulated bidding timeframe. As a part of the bidding process, it is expected that very detailed unit pricing will be required, as well as a very limited number of allowances. When the bids are received, the General Contractor will prepare comparisons of all bidders in an orderly format such that the Owner and Owner’s Rep can review and evaluate the bids alongside the General Contractor. During this process it is anticipated that one or more meetings with specified subcontractors will take place. These meetings will include the Owner and Owner’s Rep. Once the most qualified bidder is identified for each trade, the General Contractor shall prepare a matrix that provides a detailed overview of the bidding process, inclusions, exclusions, pricing, risk factors, experience, and other related matters to be formally presented to the developer. Upon completion of each trade bid sheet, the Owner and Owner’s Rep will approve the results and the GC will include the trade line item in its GMP, including a comparison to the original GMP estimate, and an explanation of any variances.

At the completion of this phase, the entire trade breakdown will be presented to the Owner for approval. Depending on the trade, allowances may be necessary, but should be limited. The general conditions and fee as presented in its original proposal may not be modified in this agreement unless specifically approved by the Owner. As soon thereafter as practical, the Owner and Owner’s Rep will release the GC to finalize its negotiations with the subcontractor. It is anticipated that the final cost will be negotiated comprehensively and that a letter of intent or similar binding contract will be executed jointly by the GC and subcontractor. When the negotiations are finalized and 80% of the subcontracts are negotiated and executed, the Owner will consider the total GMP price and will execute the GMP contract.

Construction and Post-Construction Activities

Throughout the course of the project, the General Contractor will be responsible for holding regular meetings with the Owner, Owner’s Rep, and consulting team and maintaining comprehensive and detailed logs of all documentation, activities, and strategic decisions. These logs must not only track actual circumstances, but must also provide projections for consideration by the Owner and Owner’s Rep. Standard logs such as RFIs, Change Orders, Directives, Submittals, SK’s, Drawings Sheets, etc. will be required. Of particular interest to the Owner are adjustments within the GMP including trade assignments, use of allowances, and use of GMP contingency. All reallocations of scope between trades, allowance assignments, and GMP contingency use must be detailed and approved by the Owner prior to finalization.

During the project the General Contractor will be responsible for all schedule-related issues. A master schedule will be approved prior to the execution of the contract. The schedule will be tracked comprehensively on a weekly basis and a detailed schedule and budget report will be prepared and reviewed monthly.

The GC and its subcontractors will be responsible for maintaining ongoing documentation such as submittals, as-builts, and the like and ensuring that these documents are properly organized and stored. The Owner will expect that the O&M manuals (one for the Homeowners and one for the Homeowner’s Association) and as- builts will be in usable form and turned over at the first TCO.

The GC and subcontractors will be responsible for ongoing warranty issues following completion as directed in the specifications. Certain trades and elements will require an extended warranty period. At the completion of the last phase of the project, all warranties will be made coterminous with the Certificate of Occupancy, at no additional cost to the Owner.

Staffing It is anticipated that each GC shall provide a fluctuating team as needed to manage each phase and aspect of the project as it occurs. It is essential that one Project Manager be assigned to the project during its entire duration so that a comprehensive understanding of all activities is maintained, and so that the Owner has a single point of contact for all issues.

The Owner also expects that one general superintendent be assigned on an exclusive basis throughout the duration of the project, matching the term of the project manager. It is also expected that an executive-level team member will be assigned to deal with contractual issues and other high level commitments.

Other staffing (i.e. – Project Engineer(s), Project Accountant, etc.) should be provided and coordinated as required to ensure a top-notch team is in place at all times. Once assigned to the project, these team members may not be modified without the express written permission of the developer.

General Contractor Trade Work

The General Contractor will be allowed to “self-perform” trade work as a part of the GMP contract, assuming the following stipulations are met:

 The General Contractor must submit qualifications that are equal or superior to those of its peers in that trade;

 The General Contractor must bid out the scope of work to at least two (2) other subcontractors and bid the work “blind”—using a sealed bid process to the Owner;

 The General Contractor may not obtain any additional general conditions related to the work of that trade if it is selected to self-perform the work.

 All billing, insurance, and documentation must be identical to that required of a third party subcontractor. ATTACHMENT E

TEAM CONTACT LIST

Owner: Federal Street L.A., LLC Address: 853 N Elston Ave Chicago, IL 60642 Phone: (312) 433-0571 Fax: (312) 433-0579 ------Contact Person(s): Michael Winter Principal Office: (312) 433-0570 [email protected]

Judi Fishman Principal Office: (312) 433-0571 [email protected]

Owner’s Representative: Urban One Address: 3460 W. 7th Street, Unit #213 Los Angeles, CA 90005 Phone: (213) 908-6595 ------Contact Person(s): Dennis Allen Managing Partner [email protected]

JR Riddle Associate [email protected]

Architect: Arc Pac, Inc. Address: 16 N. Marengo Ave., Suite 708 Pasadena, CA 91101 Phone: (818) 251-1228 ------Contact Person(s): Stephen McKelvey Principal [email protected]

Joe Pink [email protected]

Jing Liu [email protected]

MEP Engineer: Donald F. Dickerson Associates, Inc. Address: 6840 Hayvenhurst Avenue, 2nd Floor Van Nuys, CA 91406 Phone: (818) 385-3600 Fax: (818) 990-1669 ------Contact Person(s): Phil Trafton Principal [email protected] (818) 266-5742 (cell)

April Trafton President [email protected]

Michael E. Matza, P.E. Chief Electrical Engineer [email protected]

Karl Caouette Plumbing Engineer [email protected]

Michael Telca Mechanical Engineer [email protected]

Interior Design (Exterior & Corridor): Arroyo Interior Design ------Contact Person(s): Amy Arroyo Principal [email protected]

Interior Design (Units & Lobby): Graft Design Studio ------Contact Person(s): Min Sung Principal Cell: (213) 300-3563 [email protected] ATTACHMENT F

CONSTRUCTION DOCUMENTS

(Enclosed)