Item F-1 Agenda Report with Attachments 1-12 — Beverly Hills City Council, November 1, 2022 (part 2 of 2)

4. Application of Agreement. This Agreement shall apply to the development and use of the Property. Such development shall be in accordance with the Project Approvals as the same may lawfully be amended from time to time, other than by initiative, and this Agreement.

5. Term of Agreement.
(a) Initial Term and Extensions. The initial term of this Agreement shall commence on the Effective Date and shall continue for five (5) years plus the duration of any Final Approval Period (“Term”), subject to extension for the duration of one or more Force Majeure event(s) occurring after the Final Approval Date. At any time, the Term may be extended by Developer for one year or more, as set forth below, provided that the initial term and any extensions, do not exceed nine (9) years plus any extensions as a result of an extension of the term of a Tract Map for the Project. An extension of the Term by Developer shall be effective only upon written request of Developer provided to the City at least ten (10) days before the expiration of the Term (including any previous extension) and a concurrent payment to the City of One Million Dollars ($1,000,000) for each one-year extension period. If a tract map is approved by the City for the Project, the term of the Development Agreement shall be at least equal to the term of a tract map, even if such requirement imposes an obligation on Developer to exercise an extension to the Development Agreement (and, unless the Agreement is terminated in accordance with the provisions herein, to pay the applicable Extension Fees in connection therewith) and even if such extension extends the Development Agreement term to a duration of more than nine (9) years. If there is an extension of the term of the Tract Map by applicable law, the Developer shall be obligated to exercise an extension of the term of this Agreement (and, unless this Agreement is terminated in accordance with the provisions herein, to pay the applicable Extension Fees in connection therewith) so that the Tract Map’s term does not exceed the Term of this Agreement.
(b) Early Termination For Delay in Final Approval Date. In the event the Final Approval Date has not occurred within four (4) years of the Effective Date despite Developer’s best efforts to achieve the Final Approval Date, either Party may elect, in its sole discretion, to terminate this Agreement. The Party exercising its right to terminate pursuant to this Section 5(b) shall deliver to the other Party written notice of its election to terminate the Agreement, and this Agreement shall automatically terminate thirty (30) days following the receipt of such termination notice. In the event this Agreement is terminated, the Specific Plan and other Project Approvals shall also be automatically terminated and the Property shall then be subject to the General Plan land use designation and zoning in the same manner as other properties in the City. For the avoidance of doubt, it is agreed that upon a termination pursuant to this Section 5(b), the following shall apply: (i) Developer shall have no obligation to construct the Project or otherwise perform any obligations under Section 6, below; (ii) Developer shall have no obligation to pay the Public Benefit Contribution or Additional Arts and Culture Contribution, and if the same have been paid they shall be refunded pursuant to Section 10(e) below; (iii) Developer shall have no obligation to pay Project Approval costs arising after the date of such termination under Section 10(b), but if the same have been earned and paid they shall not be refundable; and (iv) Developer shall remain responsible for any indemnification obligations under Section 17 below, but City and Developer shall cooperate to resolve any pending claims, actions or proceedings as quickly and inexpensively as possible in light of the City’s and Developer’s changed objectives.
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6. Construction Pursuant to Project Approvals: Opening; Design. (a) Covenant to Construct, Open and Initially Operate to Minimum Luxury Standard. Developer shall cause the Project to be (1) constructed, equipped and furnished and (2) to be opened for business with all inventories and employees reasonably required for the opening and ongoing operation of each element of the Project, including without limitation the Hotel and facilities ancillary thereto for a continuous period of not less than one hundred and eighty (180) days. The foregoing (i) construction, equipment, furnishing and initial operation for a period of one hundred and eighty (180) days shall be substantially in accordance with the Specific Plan and (ii) such initial operation shall be in accordance with the Minimum Luxury Standard. It is agreed, however, that the foregoing shall not require the completion of interior improvements to the ground floor space which is not a part of the Hotel if a Certificate of Occupancy has been issued for the Hotel and the Hotel and facilities ancillary thereto have opened for business in accordance with the Minimum Luxury Standard. (b) Commencement of Construction of Improvements. Developer shall cause the Commencement of Construction of the Project on the Property to occur no later than twelve (12) months from the Final Approval Date (“Commencement Deadline”), subject to extension for the duration of one or more Force Majeure event(s) occurring after the Final Approval Date. For the avoidance of doubt, the Commencement of Construction may occur following the issuance of Building Permits for the foundations of the Project (only) and may precede the issuance of Building Permits for vertical construction.
(c) Completion of Construction of Improvements. Developer shall diligently prosecute completion of the Project and shall complete the Project (as evidenced by a Certificate of Occupancy for the Hotel) and open the Hotel for business, as provided in Section 6(a) above, no later than five (5) years from the Final Approval Date (“Completion Deadline”), subject to extension for the duration of one or more Force Majeure event(s) occurring after the Final Approval Date. (d) Permitted Extensions of Commencement and Completion Deadlines. During the Term of this Agreement including any extensions of the Term permitted under Section 5, Developer may, at its sole election, extend the Commencement Deadline and/or the Completion Deadline, on a month-to-month basis, provided that such extension by Developer shall be effective only upon the payment to the City of Two Hundred Fifty Thousand Dollars ($250,000.00) for each one-month extension period; provided, however, that the maximum aggregate period for any extensions under this Section 6(d) shall not exceed a period of three (3) years. An extension of the Commencement or the Completion Deadline by Developer shall be effective only upon written notice by Developer provided to the City at least ten (10) days before the expiration of the Commencement or the Completion Deadline (as applicable, and including any previous extension) and a concurrent payment to the City of Two Hundred Fifty Thousand Dollars ($250,000.00) for each one-month extension period.
(e) Liquidated Damages.

IF DEVELOPER DEFAULTS ON ANY OF ITS OBLIGATIONS SET FORTH IN SECTION 6(a) THROUGH SECTION 6(d), SUBJECT TO EXTENSIONS PERMITTED UNDER SECTION 6(d)

AND SUBJECT TO EXTENSION FOR THE DURATION OF ONE OR MORE FORCE MAJEURE

EVENTS OCCURRING AFTER THE FINAL APPROVALS DATE, THEN THE CITY SHALL 14321-00005/4231829.23
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HAVE THE RIGHT, AT ITS ELECTION IN ITS SOLE, ABSOLUTE AND UNRESTRICTED DISCRETION, TO DECLARE A DEFAULT UNDER THIS SECTION 6, AND TO RECOVER

FROM DEVELOPER, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, THE SUM OF FIFTY MILLION DOLLARS ($50,000,000.00), CONSISTING OF THE PAYMENT BY DEVELOPER TO THE CITY OF THE $26,000,000 PUBLIC BENEFIT CONTRIBUTION AND AN ADDITIONAL $24,000,000. EXCEPT FOR THE ADDITIONAL REMEDIES PROVIDED BELOW IN THIS SECTION 6(e), THE LIQUIDATED DAMAGES SET FORTH IN THIS SECTION SHALL BE THE CITY’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT THAT DEVELOPER DEFAULTS ON ANY OF THE OBLIGATIONS SET FORTH IN SECTION 6(a) THROUGH SECTION 6(d).

THE PARTIES HERETO ACKNOWLEDGE THAT SUCH LIQUIDATED DAMAGES ARE FAIR

AND REASONABLE IN LIGHT OF ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE PARTIES’ ESTIMATION OF THE POSSIBLE

RANGE OF DAMAGE TO THE CITY IN THE EVENT OF SUCH DEFAULT OR BREACH BY

DEVELOPER, IT BEING AGREED THAT THE DAMAGES TO THE CITY IN SUCH EVENT

WOULD BE IMPOSSIBLE TO DETERMINE WITH ACCURACY AND THAT PROOF OF THE AMOUNT OF DAMAGES WOULD BE COSTLY AND INCONVENIENT.

EXCEPT FOR THE CITY’S RIGHT TO TERMINATE THIS AGREEMENT, THE CITY’S RIGHT TO REVOKE THE PROJECT APPROVALS, THE CITY’S RIGHT TO INDEMNITY AND DEFENSE UNDER SECTION 17 BELOW, AND THE CITY’S RIGHT TO REIMBURSEMENT OF ATTORNEYS’ FEES AND COSTS UNDER SECTION 25 BELOW, THE CITY AGREES TO

LOOK SOLELY TO SUCH LIQUIDATED DAMAGES AS COMPLETE SATISFACTION OF

ANY CLAIM WHICH THE CITY MIGHT OTHERWISE HAVE AGAINST DEVELOPER

ARISING OUT OF OR DUE TO ANY DELAY IN COMPLETION OR OPENING OR ANY

FAILURE OF DEVELOPER TO BUILD AND OPEN THE HOTEL AND TO OPERATE THE SAME FOR THE FOREGOING 180-DAY PERIOD, AND THE CITY IRREVOCABLY WAIVES ANY OTHER REMEDIES FOR SUCH FAILURE OR DELAY. BY SIGNING THIS SECTION

WHERE INDICATED BELOW, THE PARTIES EXPRESSLY AFFIRM THEIR AGREEMENT TO THE PROVISIONS OF THIS SECTION.

THE LIQUIDATED DAMAGES UNDER THIS SECTION 6(e) SHALL BECOME DUE UPON WRITTEN NOTICE FROM THE CITY AS PROVIDED IN SECTION 12 BELOW.

FOR THE AVOIDANCE OF DOUBT, IT IS ACKNOWLEDGED, THAT THE LIQUIDATED DAMAGES UNDER THIS SECTION 6(e) ARE NOT APPLICABLE TO, AND DO NOT LIMIT

THE RIGHTS AND REMEDIES OF THE PARTIES FOR, THE BREACH OF ANY

OBLIGATIONS UNDER THIS AGREEMENT OTHER THAN THE OBLIGATIONS UNDER THIS SECTION 6.

CITY’S SIGNATURE DEVELOPER’S SIGNATURE
By: __________________ By: __________________
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Its: __________________ Its: __________________
(f) Net Worth of LVMH Inc. LVMH Inc. and Developer represent and warrant that as of September 30, 2022, LVMH Inc. had a tangible net worth of not less than Five Hundred Million and No/100 Dollars ($500,000,000.00).

7. Permitted Uses; Density; Building Heights and Sizes; Required Dedications. (a) Specific Plan Uses. The City and Developer hereby agree that the permitted uses of the Property, the density and intensity of such uses, the maximum heights and sizes of the buildings and improvements to be constructed on the Property, and the reservation and dedication of land for public purposes, if any, required in connection with the development of the Property shall be as set forth in and consistent with the Project Approvals, as they may be lawfully amended from time to time other than by initiative. Developer shall not cause or permit any use of the Property that is not permitted by the Project Approvals, and shall not cause or permit the construction of any building or improvement that exceeds the maximum density, building heights and/or building sizes set forth in or otherwise required by the Project Approvals, as they may be lawfully amended from time to time other than by initiative.
(b) Residential Use Limitation. Except to the extent, if any, that the Specific Plan and other Project Approvals shall have been amended to allow such use, no portion of Project, including, without limitation, the Hotel or Penthouse, may be used for any “Prohibited Residential Uses.” The term “Prohibited Residential Uses” shall mean any residential use other than transient occupancy by Hotel guests including, without limitation, any condominium units, primary or secondary residences, rental apartments or any residential use or occupancy utilized for more than a thirty (30) day period, and the aforesaid restriction against any such uses shall be applicable to any ownership structure, including, without limitation any condominium, cooperative, interval or fractional ownership structure.

In the event that any revenues from any room, suite, Penthouse or other space or service within the Project would be subject to any transient occupancy tax or five percent (5%) Municipal Surcharge if occupied for 30-days or less, but is exempt therefrom because the applicable occupancy exceeds thirty (30) days, the revenues from any such room, suite, Penthouse or other space or service shall be subject to a Municipal Surcharge of nineteen percent (19%) applicable on and after day thirty-one (31) of any continuous occupancy and subsequent days of continuous occupancy, without regard to whether such revenues are exempted from the term “Gross Room Revenues” because the applicable occupancy is in excess of thirty (30) days. For the avoidance of doubt, the imposition of said Municipal Surcharge as to occupancies exceeding thirty (30) days is intended to avoid any unfair benefit which might otherwise arise from hold-overs by Hotel guests or errors in reservations. Any Hotel stays over the generally applicable thirty (30) day limitation shall be subject to the notice and cure period under Section 12 below and the only remedy which shall occur automatically (without the requirement of notice and opportunity to cure under Section 12) is the imposition of the above-described Municipal Surcharge.
(c) Anchor Use Contemplation; Minimum Luxury Standard. The intent and purposes of the approval of the higher densities permitted by the Specific Plan include the anchor role of the Project in the City’s Business Triangle. Accordingly, at any and all times after the 180-day 14321-00005/4231829.23
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period referred to in Section 6(a) that the Project is operated to include a hotel, the Owner shall cause the Hotel portion of the Project to be operated in accordance with the Minimum Luxury Standard.

8. Developer’s Rights and Obligations; Relationship to Certain Other Agreements and Entitlements.
(a) Vested Rights. Subject to Section 9 below, Developer shall have and is hereby vested with the rights, during the Term of this Agreement, to develop the Project in accordance with this Agreement, the Specific Plan and related Project Approvals, as they may be lawfully amended by Developer from time to time, other than by initiative, all of which are hereby incorporated in this Agreement by reference.
(b) Effect of Failure to Perform. Nothing contained in this Section 8 shall limit the terms of Section 6(e) above or of Section 12 of this Agreement.

9. Changes in Applicable Rules.
(a) Non-Application of Changes in Applicable Rules. The adoption of any Subsequent Land Use Regulations after the Effective Date of this Agreement, or any change in, or addition to, the Applicable Rules (other than changes in Processing Fees and taxes), including, without limitation, any changes in the General Plan or the Zoning Regulations (including any regulation relating to the timing, sequencing, or phasing of the Project or construction of all or any part of the Project), and any changes in Developer Fees (which expression “changes in Developer Fees” includes under this Agreement new or additional Development Fees), adopted after the Effective Date of this Agreement, including, without limitation, any such change by means of ordinance, initiative, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever and adopted by any board, agency, commission or department of the City, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project shall not be applied to the Project during the term of this Agreement unless such changes represent an exercise of the City’s Reserved Powers. Notwithstanding the foregoing, if within four (4) years of the Final Approval Date, the Developer has not caused the Commencement of Construction to occur, the Project shall be subject to all changes in Developer Fees adopted by the City between the Effective Date and the occurrence of the Commencement of Construction of the Project. (b) Changes in Uniform Codes. Notwithstanding any provision of this Agreement to the contrary, development of the Project shall be subject to changes occurring from time to time in the provisions of the City’s building, mechanical, plumbing, electrical regulations and similar regulations which are based on the recommendations of a multi-state professional organization and become applicable throughout the City, including, but not limited to, the California Building Code, and other similar or related uniform codes.
(c) Changes Mandated by Federal or California Laws or Regulations. Changes in, or additions to, the Applicable Rules adopted or made operative on or after the Effective Date shall apply to the Project, if such changes or additions are specifically mandated to be applied to developments such as the Project, irrespective of vested rights, by applicable California or federal laws or regulations, provided however that if the City or Developer believes that such a change or addition exists, that Party shall provide the other Party hereto with a copy of such California or federal law or 14321-00005/4231829.23
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regulation and a statement of the nature of its conflict with the provisions of the Applicable Rules and/or of this Agreement. The City’s determination as to the applicability of the change or addition to California or federal laws to the Project shall be final and conclusive; provided, however, that nothing in this Agreement shall deprive Developer of the rights possessed by any other property owner, absent vested rights, to judicially challenge the applicability of the change, the addition to California or federal laws to the Project, or the appropriateness of the application to the Project of the change or addition. (d) Changes in Processing Fees and Taxes Under Applicable Rules. The Project shall be subject to any increase in taxes and Processing Fees imposed by the City; provided that such a change is applied on a Citywide basis.

10. Developer’s Obligations.
(a) Conditions of Approval. Developer shall comply with the Conditions of Approval.
(b) Reimbursement of Project Approval Costs. No later than forty-five (45) days after the later of (i) the date all parties have executed this Agreement (the “Execution Date”), and (ii) the date the City delivers to Developer an invoice of costs subject to reimbursement pursuant to this Section, Developer shall reimburse the City for all of its costs, to the extent that the Developer has not already advanced the same, to process the Project Approvals and this Agreement, including, without limitation, legal, economic consulting and environmental processing costs related to the Project Approvals and this Agreement and the City’s actual costs for the City’s outside negotiator, Greenberg Glusker, in an amount not to exceed Seven Hundred Thousand Dollars ($700,000). (c) Processing Fees and Taxes. Developer agrees to pay all taxes and Processing Fees, including City plan check fees, building inspection fees, and permit fees at the rate and amount in effect at the time the Processing Fee or tax is required to be paid. (d) Public Benefit Contribution. Developer shall pay to the City a Public Benefit Contribution of Twenty-Six Million Dollars ($26,000,000). Developer shall pay to the City the Public Benefit Contribution no later than thirty (30) days after the earlier of (i) the Final Approval Date, or (ii) the issuance of any Building Permit for the Project. (e) Potential Refund of Contributions. If the Public Benefit Contribution and/or the Additional Arts and Cultural Contribution shall have been paid prior to the Final Approval Date and any of the following events shall occur, the City shall refund the Public Benefit Contribution and Additional Arts and Cultural Contribution (to the extent previously paid) to Developer upon Developer’s request therefor: (i) the entry of a final judgment or issuance of a final order or discharge of a writ, after all appeals have been exhausted, directed to the City as a result of any lawsuit filed against City to set aside, withdraw or abrogate the approval of the City Council of this Agreement, the Specific Plan or any other Project Approvals or (ii) if a referendum petition relating to the Specific Plan, any Project Approval or this Agreement is timely and duly circulated and filed, certified as valid and the City holds an election, the date the election results on the ballot measures are certified by the City Council (in the manner provided by applicable State and City laws) reflecting the disapproval by voters of the Project Approval subject to referendum or this Agreement. If the Developer requests the refund of the Public Benefit Contribution: (1) the City shall have the right to terminate this Agreement 14321-00005/4231829.23
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and to revoke any Project Approvals or Building Permits which remain in effect and (2) Developer shall be deemed to have waived and relinquished any vested rights to develop the Project it may hold or may acquire under any Project Approvals, Building Permits or this Agreement with respect to all or any portion of the Project.
(f) Environmental Mitigation and Sustainability Fee. Unless otherwise stated herein, the following EMS Fees shall apply to the Property. (i) Amount of EMS Fee. Concurrent with the close of each Transfer, without limitation, the seller of such shall pay or cause to be paid to the City a General EMS Fee, as detailed herein. The amount of the General EMS shall be $30.00 for each $1,000 of the consideration or value, whichever is higher, of the interest or property conveyed (without regard to the value of any lien or encumbrance remaining thereon at the time of sale).
(ii) Liens for EMS Fee Payable Upon Sale. Developer hereby grants to the City, with power of sale, a lien on the Property, each lot or parcel created by the tentative Tract Map for the Project, including without limitation, following the creation thereof, any air-rights parcel in the Project, to secure the payment of the EMS Fee payable upon each Transfer. In the event that the EMS Fee secured by such lien is not paid concurrently with and as a condition to the closing of a Transfer, then the City may enforce such lien by sale by the City, its attorney or any other person or entity authorized by the City Manager to conduct the sale. Any such sale shall be conducted in accordance with California Civil Code Sections 2924, 2924b, 2924c, 2924f, 2924g, and 2924h, or in any other manner permitted or provided by law. The City, through its agent authorized by the City Manager, shall have the power to bid on the encumbered property at the sale, using as a credit bid the amounts secured by such lien, its own funds, or funds borrowed for such purpose, and to acquire the lot or parcel. The City is hereby granted, in trust, the applicable lot or parcel and is appointed as trustee for purposes of noticing and effecting any sale pursuant to the provisions of this Section and is hereby expressly granted a “power of sale” in connection therewith. The City shall be entitled to collect its actual and reasonable out-of-pocket costs associated with any effort to enforce any such lien.

Developer, or any subsequent owner of the Property or any portion thereof, shall provide notice to the City, in a form satisfactory to the City, upon any opening of escrow that will result in a Transfer or any other conveyance of the Property or portion thereof. The notice shall include a declaration stating the amount of the EMS Fee due upon closing of any Transfer, or in the case of a conveyance that is not a Transfer, the reason that such conveyance is not a Transfer and therefore not subject to the EMS Fee. Upon receipt of the full amount of the EMS Fee payable with respect to a Transfer the City shall execute and deliver such documentation, in recordable form, as Developer, the buyer or the title company may reasonably request to evidence the payment of the EMS Fee and extinguishment of the City’s lien rights with respect to such sale (a “Lien Release”). Such Lien Release shall also indicate that payment of the EMS Fee shall not extinguish the City’s lien rights with respect to subsequent Transfer. In the event that the City determines that a conveyance is not a Transfer, the City shall execute and deliver to the seller, buyer or title company documentation that the City has determined that the conveyance is not a Transfer and not subject to the EMS Fee. (g) Municipal Surcharge. Developer shall pay the Municipal Surcharge as follows:
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(i) Imposition of Municipal Surcharge. Upon the commencement of rental of Hotel rooms, the Municipal Surcharge shall apply to all Hotel rooms (which shall include the Penthouse suite and all other suites).
(ii) Timing of Payment. The Municipal Surcharge shall be payable monthly, based on the actual Gross Room Revenue received during the month for which payment is to be made, at the same time and in the same manner as is required for payment of the City’s transient occupancy tax imposed pursuant to Title 3, Chapter 1, Article 3 of the Beverly Hills Municipal Code, or its successor; provided, however, that the Municipal Surcharge applicable to any amounts actually paid by any guest holding-over beyond thirty (30) days or other occupancies exceeding thirty (30) days under Section 7(b) above shall be paid in the same time and manner as if the revenues therefrom were Gross Room Revenues.
(iii) Lien to Secure Municipal Surcharge. Developer hereby grants to the City, with power of sale, a lien on the Property to secure the payment of the Municipal Surcharge. In the event that the Municipal Surcharge is not timely paid, then the City may enforce such lien by sale of the property subject to the Municipal Surcharge by the City, its attorney or any other person or entity authorized by the City Manager to conduct the sale. Any such sale shall be conducted in accordance with California Civil Code Sections 2924, 2924b, 2924c, 2924f, 2924g, and 2924h, or in any other manner permitted or provided by law. The City, through its agent authorized by the City Manager, shall have the power to bid on the encumbered property at the sale, using as a credit bid the amounts secured by such lien, its own funds, or funds borrowed for such purpose. The City is hereby granted in trust, the Property, and is appointed as trustee for purposes of noticing and effecting any sale pursuant to the provisions of this Section and is hereby expressly granted a “power of sale” in connection therewith. The City shall be entitled to collect its actual and reasonable out-of-pocket costs associated with any effort to enforce any such lien.
(iv) Acknowledgement. The Parties acknowledge and agree that the Municipal Surcharge is not a tax or a levy by the City. (v) Late Charges, Interest. If Developer fails to pay the Municipal Surcharge within ten (10) days after its due date, Developer shall pay a late charge in the amount equal to the lesser of (i) $2,000 increased on the first day of each calendar year by the increase, if any, during the immediately preceding calendar year in the Consumer Price Index – All Urban Consumers for Los Angeles-Riverside-Orange County California as published by the U.S. Department of Labor, Bureau of Labor Statistics (or any successor thereto), or (b) one percent (1%) of the Municipal Surcharge payment due but not paid. The Parties acknowledge and agree that the amount of the costs and expenses that City will incur in the event the Municipal Surcharge is not paid when due is extremely difficult to calculate, and that the late charge set forth in the immediately preceding sentence is a reasonable, good faith estimate of such costs and expenses, but payment of such late charge shall not limit the City’s remedies following any default by Developer under this Agreement. If any Municipal Surcharge, including any late charge, is not paid within ten (10) days after the date on which the Surcharge is due, then such Municipal Surcharge (including any late charge) shall bear interest, from the due date until paid, at the rate that is the lesser of (i) eighteen and one-half percent (18.5%), or (ii) the highest rate permitted by applicable law.
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(h) Additional Arts and Cultural Contribution. In acknowledgement of the importance of art and culture to the City and its residents, LVMH, Inc. will make a contribution to the City of Two Million Dollars ($2,000,000), to be paid no later than thirty (30) days after the earlier of (i) the Final Approval Date, or (ii) the issuance of any Building Permit for the Project, to be used by the City for such arts and cultural purposes as the City’s City Council shall elect. Said $2,000,000 payment is in addition-to and shall not be a credit-against, any fees or other obligations under the Applicable Rules or under any Processing Fees or taxes. (i) Construction, Opening and Initial Operation. These obligations are described in Section 6 above.
(j) Minimum Luxury Standard. These obligations are described in Section 7(c).

11. Issuance of Building Permit; Expedited Permit Processing. (a) Building Permit Issuance. The City shall be under no obligation to issue any Building Permit for the Project until: (i) the Public Benefit Contribution has been paid and all the fees and other obligations set forth in Section 10 and due before issuance of such Building Permit have been fully paid or otherwise fulfilled; and (ii) any lender whose lien is prior and superior to the lien created by this Agreement or any conveyance or covenant required by this Agreement shall have agreed to subordinate its lien to the lien, conveyances and covenants created and required by this Agreement.
(b) Expedited Processing. The City shall accept the Project’s Building Permit applications for expedited processing, including but not limited to expedited plan check review, provided that Developer pays the applicable Processing Fee and the actual costs to the City, plus fifteen percent (15%) of the cost of any internal or external expediter directly employed or engaged by the City.

12. Default.
(a) Notice and Cure.
(i) With the exception of a Developer default under Sections 6(a) through (d), which default shall be governed by Section 6(e) and as to which no cure period shall be applicable prior to City’s exercise of its rights and remedies, failure by the City or Developer to perform any other term or provision of this Agreement for a period of thirty (30) days from the receipt of written notice thereof from the other shall constitute a default under this Agreement, subject to extensions of time by mutual consent in writing. Each notice under this Section 12(a)(i) shall specify in detail the nature of the alleged default and the manner in which said default may be satisfactorily cured. If the nature of the alleged default is such that it cannot reasonably be cured within such thirty (30) day period, the commencement of the cure within such time period and the diligent prosecution to completion of the cure shall be deemed a cure within such period.
(b) Termination. Subject to the foregoing, after notice and expiration of the 30-day cure period under Section 12(a) above, without cure, the notifying party, at its option, shall have all rights and remedies provided by law, subject to any applicable express provisions of this Agreement, 14321-00005/4231829.23
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and/or may give notice of intent to terminate this Agreement pursuant to Government Code Section 65868. Following such notice of intent to terminate, the matter shall be scheduled for consideration and review by the City Council within thirty (30) calendar days in the manner set forth in Government Code Sections 65867 and 65868. Following consideration of the evidence presented in said review before the City Council and a determination that a default exists, the Party alleging the default by the other Party may give written notice of termination of this Agreement to the other Party. Upon any such termination, the respective rights, duties and obligations of the Parties hereto shall without further action cease as of the date of such termination except as to duties and obligations that arose prior to the date of such termination and except that if the Hotel shall be constructed pursuant to the Specific Plan, then the obligations provided or referenced in Section 13 shall survive such termination. (c) Monetary Damages Limitation. In no event: (i) shall monetary damages be available against the City for any alleged default or breach by the City, and (b) shall consequential damages (other than the liquidated damages under Section 6(e) which are a negotiated alternative thereto) be available against Developer or Owner in the event that the remedy of specific performance is found by a court of competent jurisdiction to be unavailable to the City for a violation of the covenants with respect to the Prohibited Residential Uses provided in Section 7(b) or the Minimum Luxury Standard provided in Section 7(c).
(d) Specific Performance as to Prohibited Residential Uses and Minimum Luxury Standard. The parties acknowledge and agree that irreparable damage to the City would occur in the event that the provisions of this Agreement as to Prohibited Residential Uses as provided in Section 7(b) or the failure of the Hotel to meet the Minimum Luxury Standard as provided in Section 7(c) (if open) were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the City shall be entitled to an injunction or injunctions to prevent breaches of this Agreement as to such matters and to enforce specifically such terms and provisions hereof. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by the Parties to this Agreement. Notwithstanding the foregoing, the Parties have agreed that the remedy of specific performance shall not be applicable to the obligations of the Developer under Section 6(a) through (d).

13. Certain Perpetual Provisions Extending Beyond the Term. (a) Obligations and Liens Relating to EMS Fees and Municipal Surcharges. The provisions with respect to EMS Fees and Municipal Surcharges, including, without limitation, any liens with respect to the EMS Fees and Municipal Surcharges (as provided in Sections 10(f) and 10(g) above) shall run with the land and be perpetual in duration. The City’s remedies for the failure to pay the same shall include enforcement of the liens with power of sale provided for in Sections 10(f) and 10(g).
(b) Compliance with Minimum Luxury Standard and Residential Use Limitations .

The obligations with respect to the Minimum Luxury Standard provided in Section 7(c) and Prohibited Residential Uses provided in Section 7(b) shall run with the land and be of perpetual duration, but the same shall not be enforceable by a lien with power of sale and the remedies for a violation of the same shall include specific performance under Section 12(d). 14321-00005/4231829.23
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14. Transfers of Interests in Property or Agreement.
(a) Prior to completion of construction of the Project and expiration of the 180-day period referenced in Section 6(a), Developer shall have no right to Transfer any interest in the Property or in this Agreement, without the written consent of the City, which may be given or withheld in its sole, absolute and unrestricted discretion and
(b) After the completion of construction of the Project and expiration of the 180- day period referenced in Section 6(a), Developer may freely Transfer any or all of its interest in the Property and this Agreement, without requirement that the City consent, provided that the transferee assumes all obligations of Developer arising or accruing on and after the transfer date under this Agreement, pursuant to an assignment and assumption agreement reasonably acceptable to the City Attorney.
(c) Upon any Transfer under Section (b) of this Section 14, Developer shall remain liable for all obligations under this Agreement arising or accruing before the date of Transfer, but shall be discharged from any liability and responsibility for obligations arising or accruing on and after the date of Transfer.

15. Mortgagee Protection.
(a) In General. The provisions of this Agreement shall not prevent or limit Developer’s right to encumber the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to such portion. The City acknowledges that Mortgagees and other financers may require certain interpretations or modifications of this Agreement and agrees upon request, from time to time, to meet with Developer and representatives of such Mortgagees or other financers to negotiate in good faith any such request for interpretation. The City shall not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement and does not, in the City’s sole determination, diminish the City’s benefits from this Agreement or increase the risk that the City will fail to receive the same. Any Mortgagee shall be entitled to the rights and privileges set forth in this Section. (b) Notice of Default to Mortgagee. If a Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, the City shall use its best efforts to provide to such Mortgagee written notification from the City of any failure or default by Developer in the performance of Developer’s obligations under this Agreement, which notification shall be provided to such Mortgagee at such time as such notification is delivered to Developer. (c) Right of Mortgagee to Cure. Any Mortgagee shall have the right, but not the obligation, to cure any failure or default by Developer during the cure period allowed Developer under this Agreement (provided, such lender shall receive a day by day extension to such cure period for each day a notice of default is not delivered to Mortgagee in accordance with Section 15(b)), plus an additional one hundred twenty (120) days in order to cure such failure or default, if it is reasonably necessary for the Mortgagee to obtain possession of the property to cure, such as by seeking the appointment of a receiver or other legal process. Any Mortgagee that undertakes to cure or attempt to cure any such failure or default shall provide written notice to the City that it is undertaking efforts of 14321-00005/4231829.23
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such a nature; provided that no initiation of any such efforts by a Mortgagee shall obligate such Mortgagee to complete or succeed in any such curative efforts. (d) Liability for Past Defaults or Obligations. Subject to the foregoing, any Mortgagee, including the successful bidder at a foreclosure sale, who comes into possession of the Project or the Property or any portion thereof pursuant to foreclosure, deed-in-lieu of foreclosure, shall take such property subject to the terms of this Agreement and in no event shall any such property be released from any obligations associated with its use and development under the provisions of this Agreement, including, without limitation, the payment of any sums due before or after any such actions. Nothing in this Section shall prevent the City from exercising any remedy it may have for a default under this Agreement, provided, however, that in no event shall such Mortgagee or purchaser at a foreclosure sale be personally liable for any defaults or monetary obligations of Developer arising prior to acquisition of possession of such property by such Mortgagee, but any such defaulted obligations shall continue to run with the land.

16. Binding Effect. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors (by merger, reorganization, consolidation or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors and assigns. All of the provisions of this Agreement shall constitute covenants running with the land.

17. Indemnification.
(a) Developer agrees to and shall indemnify, hold harmless, and defend, the City and its respective officers, officials, members, agents, employees, and representatives, from liability or claims for death or personal injury and claims for property damage which may arise from the acts, errors, and/or omissions of Developer or its contractors, subcontractors, agents, employees or other persons acting on its behalf in relation to the Project and/or in any manner arising from this Agreement.

The foregoing indemnity applies to all deaths, injuries, and damages, and claims therefor, suffered or alleged to have been suffered by reason of the acts, errors, and/or omissions referred to in this Section 17, regardless of whether or not the City prepared, supplied, or approved plans or specifications, or both. In the event of litigation, the City agrees, at no cost to the City, to cooperate with Developer.

This indemnification hold harmless and defense requirement shall survive the termination or expiration of this Agreement. The City reserves the right, in cases subject to this indemnity, to reasonably approve the attorney selected by Developer to defend Developer and the City in any such action. (b) In the event of any court action or proceeding challenging the validity of this Agreement, any of the Project Approvals or the EIR prepared and certified for the Project, Developer shall defend, at its own expense, the action or proceeding. In addition, Developer shall reimburse the City for the City’s costs in defending any court action or proceeding challenging the validity of this Agreement, any of the Project Approvals or the EIR and Developer shall also pay any award of costs, expenses and fees that the court having jurisdiction over such challenge makes in favor of any challenger and against the City. Developer shall cooperate with the City in any such defense as the City may reasonably request and may not resolve such challenge without the agreement of the City.

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Agreement, the Project Approvals or the EIR, the City shall have the right to terminate this Agreement, subject to the notice and cure requirements of Section 12 above. In all events, the City shall have the right to resolve any challenge in any manner, in its sole discretion, provided, however, Developer’s consent shall be required if the resolution of the challenge shall require a payment by Developer or limit Developer’s rights under this Agreement.

In order to ensure compliance with this Section 17(b), within twenty (20) days after notification by the City of the filing of any claim, action or proceeding to attack, set aside, void or annul this Agreement, any of the Project Approvals or the EIR prepared and adopted for the Project, Developer shall deposit with the City cash or other security in the amount of Two Hundred Thousand Dollars ($200,000), satisfactory in form to the City Attorney, guaranteeing indemnification or reimbursement to the City of all costs related to any action triggering the obligations of this Section. If the City is required to draw on that cash or security to indemnify or reimburse itself for such costs, Developer shall restore the deposit to its original amount within fifteen (15) days after notice from the City.

Additionally, if at any time the City Attorney determines that an additional deposit or additional security up to an additional One Hundred Thousand Dollars ($100,000) is necessary to secure the obligations of this Section, Developer shall provide such additional security within fifteen (15) days of notice from the City Attorney. The City shall promptly notify Developer of any claim, action or proceeding within the scope of this Section and the City shall cooperate fully in the defense of any such claim or action, but shall have the right to resolve any challenge, in any manner, in its sole discretion, provided, however, Developer’s consent shall be required if the resolution of the challenge shall require a payment by Developer or limit Developer’s rights under this Agreement.

18. Relationship of the Parties. The Parties acknowledge and agree that Developer is not acting as an agent, joint venturer or partner of the City, but each is, in fact, an independent contractual party and not in any way under the control or direction of the City except as is expressly provided to the contrary in this Agreement.

19. Recordation. The City Clerk shall record a copy of this Agreement with the RegistrarRecorder of the County of Los Angeles no later than ten (10) days after the effective date of the ordinance approving this Agreement. Developer shall reimburse the City for all costs of such recording, if any.

20. No Third-Party Beneficiaries. The only signatories to this Agreement are the City and Developer. There are no third-party beneficiaries and this Agreement is not intended and shall not be construed to benefit or be enforceable by any other person whatsoever other than the successors in interest of the signatories.

21. Advice; Neutral Interpretation. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. This Agreement has been drafted through a joint effort of the Parties and their counsel and therefore shall not be construed against either of the Parties in its capacity as draftsperson, but in accordance with its fair meaning.

22. Certificate of Compliance. At any time during the term of this Agreement, any Party or Mortgagee may request any Party to this Agreement to confirm that (i) this Agreement is unmodified and in full force and effect (or if there have been modifications hereto, that this Agreement is in full 14321-00005/4231829.23
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force and effect as modified and stating the date and nature of such modifications) and that (ii) to the best of such Party’s knowledge, no defaults exist under this Agreement or if defaults do exist, to describe the nature of such defaults and (iii) any other information reasonably requested. Each Party hereby agrees to provide a certificate to such lender or other Party within ten (10) Business Days of receipt of the written request therefor.

23. Consideration. The City and Developer acknowledge and agree that there is good, sufficient and valuable consideration flowing to the City and to Developer pursuant to this Agreement as more particularly set forth in the Recitals and Section 2 of this Agreement. The Parties further acknowledge and agree that the exchanged consideration hereunder is fair, just and reasonable.

24. Periodic Reviews.
(a) Annual Reviews. During the Term of this Agreement, the City shall conduct annual reviews to determine whether Developer is acting in good faith compliance with the provisions of this Agreement and Government Code Section 65865.1. The reasonable cost of each annual review conducted during the term of this Agreement shall be reimbursed to the City by Developer. Such reimbursement shall include all direct and indirect expenses reasonably incurred in such annual reviews.
(b) Special Reviews. In addition, during the Term of this Agreement, the City Council of the City may order a special periodic review of Developer’s compliance with this Agreement at any time. The cost of such special reviews shall be borne by the City, unless such a special review demonstrates that Developer is not acting in good faith compliance with the provisions of this Agreement. In such cases, Developer shall reimburse the City for all costs, direct and indirect, incurred in conjunction with such a special review.
(c) Procedure for Review. The City’s Director of Community Development (the “Community Development Director”) shall conduct the review contemplated by this Section 24 to ascertain whether Developer has complied in good faith with the terms and conditions of this Agreement during the period for which the review is conducted. The Community Development Director shall give Developer written notice that any such review has been commenced, and shall give Developer at least twenty (20) days after Developer’s receipt of such notice to provide to the Community Development Director such information as Developer deems relevant to such review. In addition, upon the written request of the Community Development Director, Developer shall furnish such documents or other information as requested by the Community Development Director. (d) Result of Review. If following such a review, the Community Development Director finds good faith compliance by Developer with the terms and conditions of this Agreement, the Community Development Director shall issue to Developer an executed certificate of compliance, certifying Developer’s good faith compliance with the terms and conditions of this Agreement through the period of such review. Such certificate shall be in recordable form, and shall contain such information as may be necessary to impart constructive record notice of the finding of good faith compliance hereunder. Developer shall have the right to record such certificate of compliance in the Official Records of the County of Los Angeles.
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If, following such a review, the Community Development Director finds that Developer has not complied in good faith with the terms and conditions of this Agreement, the Community Development Director shall specify in writing the respects in which Developer has failed to so comply.

The Community Development Director shall provide Developer with written notice of such noncompliance as provided in Section 12 and the City may follow the default procedures as set forth in Section 12.
(e) Effect on Default. Nothing in this Section 24 shall be interpreted to prevent the City from providing Developer with a notice of default hereunder at any time, including any time other than during a periodic review under this Section 24, or from terminating this Agreement pursuant to the provisions of Section 12 following any event of default by Developer.

25. Future Litigation Expenses.
(a) Payment of Prevailing Party. If the City or Developer brings an action or proceeding (including, without limitation, any motion, order to show cause, cross-complaint, counterclaim, third-party claim or arbitration proceeding) by reason of default, breach, tortious act, or act or omission, arising out of this Agreement, the prevailing party in such action or proceeding shall be entitled to its costs and expenses of suit including, but not limited to, reasonable attorneys’ fees and expert witness fees.
(b) Scope of Fees. Attorneys’ fees under this Section shall include attorneys’ fees on any appeal and, in addition, a party entitled to attorneys’ fees shall be entitled to all other reasonable costs and expenses incurred in connection with such action. In addition to the foregoing award of attorneys’ fees to the prevailing party, the prevailing party in any lawsuit shall be entitled to its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce the judgment. This provision is separate and several and shall survive the merger of this Agreement into any judgment on this Agreement.

26. Headings. The section headings used in this Agreement are for convenient reference only and shall not be used in construing this Agreement. The words “include,” “including” or other words of like import are intended as words of illustration and not limitation and shall be construed to mean “including, without limitation.”

27. Amendment. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the Parties or their successors in interest, as follows:
(i) City and Developer, by mutual agreement, may terminate or amend the terms of this Agreement, and the amendment or termination shall be accomplished in the manner provided under California law for the enactment of Development Agreement amendments. (ii) Except as may be otherwise agreed to by the Parties, no amendment of this Agreement shall be required in connection with any Subsequent Project Approval except a Subsequent Project Approval proposed by initiative. Any Subsequent Project Approval issued after the Effective Date of this Agreement other than by initiative automatically shall be incorporated into this Agreement and vested hereby.
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28. Alterations. No alteration, amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the parties hereto with the same formality as this Agreement, and made in the manner required by the Development Agreement Act.

29. Waiver. The failure of either Party hereto to insist in any one or more instances upon the strict performance of any of the covenants, agreements, terms, provisions or conditions of this Agreement, or to exercise any election or option herein contained, shall not be construed as a waiver or relinquishment for the future of such covenant, agreement, term, provision, condition, election or option, but the same shall continue and remain in full force and effect. No waiver by any Party hereto of any covenant, agreement, term, provision or condition of this Agreement shall be deemed to have been made unless expressed in writing and signed by an appropriate official or officer on behalf of such Party.

30. Severability. If any article, section, subsection, term or provision of this Agreement, or the application thereof to any party or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of the article, section, subsection, term or provision of this Agreement, or the application of the same to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining article, section, subsection, term or provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law, except that if any provision of Section 6 or Section 10 is held invalid or unenforceable before a Certificate of Occupancy is issued for the Project, then this entire Agreement shall be void and unenforceable and of no further force and effect except that the liquidated damages under Section 6 and the perpetual liens under Section 13 shall survive, except to the extent that such provisions have been found to be invalid or unenforceable.

31. Extensions of Time; Force Majeure, Performance by any Party of its obligations hereunder (other than for payment of money) shall be excused or extended, as the case may be, during any period of Force Majeure as defined in Section 1 above, except as otherwise expressly provided in this Agreement.

32. Notices. All notices, disclosures, demands, acknowledgments, statements, requests, responses and other communications (each, a “Communication”) to be given under this Agreement shall be in writing, signed by a signatory hereto (or an officer, agent or attorney of such party) giving such Communication, and shall be deemed effective (i) upon receipt if hand delivered or sent by overnight courier service; or (ii) upon delivery or the date of refusal if sent by the United States mail, postage prepaid, certified mail, return receipt requested, in either case addressed as follows:
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To Developer: 468 N Rodeo Drive LLC,
456 N Rodeo Drive LLC,
461 N Beverly Drive LLC,
449 N Beverly Drive LLC,
c/o: Dennis A. Ferrazzano, Manager
Barack Ferrazzano Kirshbaum & Nagelberg, LLP
200 W. Madison, Suite 3900
Chicago, IL 60606
With Copy to: General Counsel
LVMH Inc.
19 East 57th Street
New York, New York 10022
To LVMH Inc: Chairman
LVMH Inc.
19 East 57th Street
New York, New York 10022
With Copy to: General Counsel
LVMH Inc.
19 East 57th Street
New York, New York 10022
To the City: City Manager
City of Beverly Hills
455 North Rexford Drive
Fourth Floor
Beverly Hills, CA 90210
With Copy to: City Attorney
City of Beverly Hills
455 North Rexford Drive
Room 230
Beverly Hills, CA 90210
Any signatory hereto may from time to time, by notice given to the other signatories hereto pursuant to the terms of this Section 32 change the address to which communications to such signatory are to be sent or designate one or more additional persons or entities to which communications are to be sent.

33. Applicable Law. This Agreement shall be governed in all respects by the laws of the State of California.

34. Time is of the Essence. Time is of the essence of this Agreement and every term or performance hereunder.
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35. Entire Agreement. This Agreement supersedes any prior understanding or written or oral agreements between the Parties hereto respecting the within subject matter and contains the entire understanding between the Parties with respect thereto.

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

37. Compliance With Law. Notwithstanding any provision of this Agreement, the Parties agree to comply with all federal, state and local laws and to act in good faith and reasonably in carrying out the terms of this Agreement.

38. Authorization. Each person executing this Agreement represents and warrants that he or she is authorized and has the legal capacity to execute and deliver this Agreement on behalf of the Party for which execution has been made.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the _____ day of ____________, 2022

CITY OF BEVERLY HILLS,
a municipal corporation

LILI BOSSE
Mayor of the City of
Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk

LVMH MOËT HENNESSY LOUIS VUITTON
INC., a Delaware corporation
By: ___________________________________
Name: ANISH MELWANI
Its: Chairman and Chief Executive Officer
468 N Rodeo Drive LLC,
a Delaware limited liability company
By: ___________________________________
Name _________________________________
Its: ___________________________________
456 N Rodeo Drive LLC,
a Delaware limited liability company
By: ___________________________________
Name _________________________________
Its: ___________________________________
461 N Beverly Drive LLC,
a Delaware limited liability company
By: ___________________________________
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Name _________________________________
Its: ___________________________________
449 N Beverly Drive LLC,
a Delaware limited liability company
By: ___________________________________
Name _________________________________
Its: ___________________________________
APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

GEORGE CHAVEZ
City Manager
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ACKNOWLEDGMENT
State of California )
)
County of __________________ )
On _______________ before me, ______________________________________________ (insert name and title of the officer)
personally appeared ________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)
Signature of Notary Public

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

WITNESS my hand and official seal.

Signature (Seal)
Signature of Notary Public
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Exhibit List
Exhibit “A” Property

EXHIBIT B

GENERAL PLAN CONSISTENCY ANALYSIS
1 General Plan Consistency Analysis
The Cheval Blanc Beverly Hills Specific Plan Project proposes comprehensive redevelopment of the approximately 1.28-acre Project site and includes the properties addressed 456 and 468 North Rodeo Drive; 449, 451 and 453 North Beverly Drive; and 461 through 465 North Beverly Drive. The proposed Specific Plan could include up to 220,950 SF in floor area and up to 115 hotel guest rooms in a single multiple use building that includes a hotel with private dining areas and other appurtenant uses, restaurants open to the public, a private club, and retail uses. A portion of the existing public alley bisecting the Project Site would be relocated to the southern portion of the Project Site. The proposed Specific Plan identifies a total floor area ratio (FAR) maximum of 4.2:1 and an above ground maximum of

3.91:1. The submitted Conceptual Plan includes 212,034 SF of floor area and 109 hotel rooms. The total FAR calculation for the submitted conceptual plan is 4.03:1, with an above ground FAR of 3.75:1.

The City of Beverly Hills City Council finds the requested General Plan Amendment, Specific Plan, Zone Text Amendment, Zoning Map Amendment, Master Plan of Streets, Alleys, and Highways Amendment, Vesting Tentative Parcel Map, and Encroachment Permits consistent with the City of Beverly Hills General Plan based upon the analysis provided below, the General Plan consistency analysis provided in Table 4.7- 1 of the Cheval Blanc Beverly Hills Specific Plan Project Final Environmental Impact Report (SCH document # 2020110223), and the ‘Relationship to the General Plan’ discussion contained in Section 2.4 of the Cheval Blanc Beverly Hills Specific Plan, both of which are incorporated herein by reference.

GOALS AND POLICIES:
• LU 2 Community Character and Quality. A built environment that is distinguished by its high level of site planning, architecture, landscape design, and sensitivity to its natural setting and history. • LU 2.1 City Places: Neighborhoods, Districts and Corridors. Maintain and enhance the character, distribution, built form, scale, and aesthetic qualities of the City’s distinctive residential neighborhoods, business districts, corridors, and open spaces. • LU 2.4 Architectural and Site Design. Require that new construction and renovation of existing buildings and properties exhibit a high level of excellence in site planning, architectural design, building materials, use of sustainable design and construction practices, landscaping, and amenities that contribute to the City’s distinctive image and complement existing development. • LU 11.2 Site Planning and Architectural Design. Require that commercial and office properties and buildings are planned and designed to exhibit a high level of site and architectural design quality and excellence.

The project exhibits a high level of excellence in site planning and unique architecture that is responsive and complementary to its Business Triangle location. The Project’s varied building heights and massing respond to directly adjacent existing physical development surrounding the Project site. Retail frontages and lower building heights are located on the Rodeo Drive portion of the building. Taller portions of the building are located on Beverly Drive with a height consistent with the existing commercial structure directly to the east. The building incorporates façade modulation and articulation on all elevations including varied window sizing to provide visual interest. The Project incorporates features such as a widened sidewalk and a pedestrian plaza with art to improve the streetscape and promote pedestrian activity along the Project’s three street frontages.
2 • LU 9.1 Uses for Diverse Customers. Accommodate retail, office, entertainment, dining, hotel, and visitor-serving uses that support the needs of local residents, attract customers from the region, and provide a quality experience for national and international tourists.

The retail component of the Project is designed as a continuation of the Rodeo Drive pedestrian oriented commercial corridor and the ground floor publicly accessible restaurant interfaces with the street at the corner of Beverly Drive and South Santa Monica Boulevard. The street facing orientation of both the retail spaces and ground floor restaurant are complementary to the established pedestrian oriented retail environment that exists within the Business Triangle and is attractive to local and regional visitors. The high quality hotel and appurtenant amenities, including spa use, are hospitality uses centrally located in the City that will provide a quality experience for national and international tourists.
• LU 9.3 Anchor Locations. It is also recommended that certain anchor locations be set aside to permit development of a higher intensity type of development which is not otherwise provided in the community. These areas should be located so as to be accessible from the City’s major shopping areas and close to the City’s major streets. These anchor locations should include those large parcels that are located at the gateways to the City, such as the site at 9850, 9876, 9900, and 9988 Wilshire Boulevard where additional building height is appropriate. A variety of land uses such as commercial, hotel, residential, and mixed use should be considered for the gateway locations. A change of use from commercial to residential, hotel or mixed use should be allowed only if such change provides an adequate transition to adjacent single family neighborhoods. • LU 9.4 Anchor Location Design Criteria (as revised). The anchor location should encourage unified development oriented towards and along Wilshire Boulevard and at the intersection of North Rodeo Drive and South Santa Monica Boulevard planned to complement the scale and character of adjacent residential areas. In addition, development of the anchor locations should incorporate measures to enhance streets, sidewalks, and roadways in order to encourage pedestrian circulation between these areas and the Business Triangle.

Consistent with these two anchor location General Plan Land Use Element policies, the Project is a unified multiple use (hotel, retail, and club uses) building with a higher intensity of development (both density and height) at an anchor location (the northern end of the City’s luxury retail shopping street within the City’s Business Triangle). The hotel/retail/club Project would demark the entry to the northern end of the Rodeo Drive luxury retail corridor and would mirror existing anchor development at the southern end of Rodeo Drive: the existing taller hotel (Beverly Wilshire Hotel) and adjacent unified retail development (Two Rodeo). The Project incorporates measures to encourage pedestrian circulation in the Business Triangle, including a widened sidewalk on South Santa Monica Boulevard, uniform landscaping and enhanced sidewalk paving material in the public right-of-way surrounding the Project, and a publicly accessible pedestrian plaza at the corner of Rodeo Drive and South Santa Monica Boulevard.

• LU 11.3 Retail Street Frontages. Require that development and street frontages in districts containing retail uses be designed and developed to promote pedestrian activity including (a) location and orientation of the building to the sidewalk; (b) transparency of and direct access to the ground floor elevation from the sidewalk; (c) articulation of street-facing elevations to promote interest and sense of quality; (d) inclusion of uses and public spaces that extend interior functions to the sidewalk such as cafes and plazas; and (e) use of pedestrian-oriented signage and lighting.

Both the 150 linear feet of Rodeo Drive retail frontage and approximately 200 linear feet of South Santa Monica Boulevard and Beverly Drive ground floor restaurant frontage are consistent with 3 the specific characteristics listed in General Plan Land Use Policy LU 11.3. Both the retail and ground floor restaurant spaces are designed to: a) maintain the commercial streetwall that exists in the City’s Business Triangle; b) provide ample pedestrian level fenestration between the commercial spaces and public sidewalk and have direct pedestrian entrances from Rodeo Drive and Beverly Drive respectively; c) include upper story articulation along all street-facing sides of the building and provide a 20’ by 35’ building inset on Rodeo Drive for a publicly accessible pedestrian plaza; d) provide the plaza at the corner of Rodeo Drive and South Santa Monica Boulevard as a public space and include large building openings on South Santa Monica Boulevard and Beverly Drive to provide connection between the interior dining areas of the ground floor restaurant with the adjacent public sidewalks; and e) include distinct ground level retail spaces with retail signage consistent with the pedestrian oriented retail signage pattern found within the Business Triangle.
• LU 11.5 Retail Streetscapes. Maintain and, where deficient, improve street trees, plantings, furniture, signage, public art, and other amenities that promote pedestrian activity. • CIR 7 Pedestrians. A safe and comfortable pedestrian environment that results in walking as a desirable travel choice, particularly for short trips, within the City.

The Project includes improvements to beautify the public right-of-way that surrounds the Project site and thus promote pedestrian activity and create a safer and more comfortable pedestrian environment that is integrated into the City’s walkable Business Triangle. These improvements include: a) replacement street trees around the new building that are planted at a spacing consistent with the current street tree configuration located in the immediate vicinity and are tree species consistent with those planted within the Business Triangle; b) additional 3’ wide landscaped areas in the public right-of-way that will be maintained by the Project operator; and c) widened sidewalks on South Santa Monica Boulevard as well as a publicly accessible pedestrian plaza that will include art.
• LU 14.4 New Construction of Private Buildings. Require that new and substantially renovated buildings be designed and constructed in accordance with the City’s sustainability programs such as the City’s Green Building Ordinance or comparable criteria to reduce energy, water, and natural resource consumption, minimize construction wastes, use recycled materials, and avoid the use of toxics and hazardous materials.

The Project’s new building is required to meet the City of Beverly Hills Green Building Code and CALGreen as well as be designed to meet a minimum rating of ‘Gold’ under the Leadership in Energy and Environmental Design (LEED) Green Building Rating System. LEED-consistent features are identified in Section 4.9 of the Project’s Specific Plan and require the Project to be designed in a manner to reduce energy, water and natural resource consumption when compared with standard construction techniques, as well as require minimizing construction waste, and reduce the use of toxic and hazardous materials.

• LU 15.2 Priority Businesses. Retain and build upon the key business sectors contributing to the City’s identity, economy, and revenue for resident services, such as entertainment-related ClassA offices, high end retail and fashion, restaurant, hotel, technology, and supporting uses. • ES 1.4 Retain Existing Industries. Consistent with future economic sustainability plans, encourage existing industries such as luxury retail, tourism, hoteling, finance, entertainment and media businesses and services to remain and expand within the City. 4 The luxury retail businesses located on Rodeo Drive are closely identified with commercial identity of the City of Beverly Hills. The Project is an anchor development at the north end of Rodeo Drive that includes luxury retail and high end hotel uses. This development expands both luxury retail and luxury hotel offerings located in the City and builds upon the City’s identity as an international destination for high end retail, hotels, and services.
• LU 16.4 Public Places. Provide plazas, open spaces, and other outdoor improvements that are accessible to and used for public gatherings and activities, either through capital improvement or as a development requirement.
• OS 8.5 Urban Parks. Encourage and allow opportunities for new development to provide small plazas, pocket parks, civic spaces, and other gathering places that are available to the public to help meet recreational demands.

The Project is a new development that includes a publicly accessible plaza directly accessible from the sidewalks surrounding the building. The plaza will provide an additional public space along Rodeo Drive that will add interest to the pedestrian environment on this highly visited street. • CIR 4.1 Parking Provisions. Ensure that adequate parking is provided for existing and future uses while considering shared parking opportunities. Travel Demand Management (TDM) plans, and availability of alternative modes of travel, based on the site’s proximity to transit.

A parking demand analysis that quantified the shared parking opportunities of the multiple use Project was completed. The parking requirements of the Specific Plan will ensure that the number of parking spaces provided by the Project is adequate to meet parking needs for the included uses, including any additional parking needs for special events at the Project site. In addition, a portion of the parking for the retail component of the Project is provided offsite through participation in the in lieu parking program. Thus this portion of the retail parking is provided through the use of public parking structures that are shared with other uses located within the City’s Business Triangle. The Specific Plan also requires that TDM measures, such as providing transit passes to employees and guests and on-site bicycle facilities, are incorporated. The Project is located in close proximity to existing (North Santa Monica Boulevard rapid bus line) and future (Wilshire Boulevard Westside subway extension) transit.
• CIR 8.5 Bikeway Amenities. Require that new development projects (e.g. employment centers, educational institutions, and commercial centers) provide bicycle racks, personal lockers, showers, and other bicycle support facilities.

The Specific Plan requires the Project to include secure bicycle parking spaces within the building, at-grade bicycle parking spaces for short-term visitors, and provide charging facilities for ebicycles. The Project includes lockers and showers for use by employees who commute by bicycle. • CIR 11.2c (portion of Role of Alleys). In commercial areas, however, there is the additional concern for alley relocation and/or closure, which may be desirable in conjunction with specific development proposals. As important as they are, the existence of the alleys should not preclude consideration of proposals which would alter them if satisfactory alternate services would be provided. In certain instances, development proposal which would utilize the alley may provide a type or quality of development or access which better serves the City’s objectives and as such, should be considered. Such development proposals might include alley closure which would permit unified development across an entire block or permit safer street access, or use the alley as part of a landscaped pedestrian plaza or mall, or relocation of an alley of a more functional 5 arrangement of structures or possible consideration of the space above or below the alley for parking purposes.

The Project is an anchor development located at the north end of the City’s Business Triangle that spans four existing parcels between Rodeo Drive and Beverly Drive. The relocation of the alley is required in order to consolidate the site and allow the unified development of a single building across an entire block. The alley relocation thus helps facilitate a project that serves the City’s objective of a high quality multiple use anchor commercial development at a key location within the City’s Business Triangle.

Attachment 7
Legislative Advocate Registration
Database Searches
1 Cheval Blanc Beverly Hills Project
Registered Legislative Advocates (Records search 9/22/22) NAME Employer Client Project Engagement Termination File Date

1.Nathan Buxser Swinerton
Builders
Louis Vuitton
Moet Hennessy,
Anish Melwani
CEO
05/26/2022 05/05/2022

2.DAVID

KANOWSKY

SOUTHERN

CALIFORNIA

ELECTRICA
L
Louis Vuitton
Moet Hennessy,
Anish Melwani
CEO
Cheval Blanc Specific Plan
- 456 and 468 North Rodeo,
4610-465 North Beverly,
and 449-453 North Beverly
02/10/2022 02/07/2022

3.Katie Horak
Architectural
Resources
Group
Anish Melwani
CEO, Louis
Vuitton Moet
Hennessy
Cheval Blanc Specific Plan
- 456 and 468 North Rodeo,
4610-465 North Beverly,
and 449-453 North Beverly
02/10/2022 02/09/2022

4.Nick Antonio Antonio
Acoustics
Gruen
Associates
Cheval Blanc 468 N Rodeo
Dr, Beverly Hills, CA 90210 01/01/2022 01/06/2022

5.Matthew
Parrent
Gruen
Associates
Franklin
Dickinson
Cheval Blanc Beverly Hills,
468 N. Rodeo Drive 10/18/2021 10/18/2021

6.Peter Marino Peter Marino
Architect
Louis Vuitton
Moet Hennessy,
Anish Melwani
CEO
Cheval Blanc Specific Plan
- 456 & 468 N. Rodeo, 461-
465 N. Beverly, and 449-
453 N. Beverly
10/04/2021 10/11/2021

7.Stanley Jones Peter Marino
Architect
Louis Vuitton
Moet Hennessy,
Cheval Blanc Specific Plan
- 456 & 468 N. Rodeo, 10/04/2021 10/07/2021
2 NAME Employer Client Project Engagement Termination File Date Anish Melwani
CEO
4610-465 N. Beverly, and
449-453 N. Beverly

8.Ron Hirsch
Hirsch/Green
Trans.

Consulting
Louis Vuitton
Moet Hennessy,
Anish Melwani
CEO
Cheval Blanc Specific Plan
- 456 and 468 N. Rodeo
Drive, 461 - 465 N. Beverly
Drive, and 449 - 453 North
Beverly Drive
09/29/2021 10/07/2021

9.Deborah Quick Perkins Coie
LLP
Louis Vuitton
Moet Hennessy,
Anish Melwani
CEO
Cheval Blanc Specific Plan
- 456 and 468 North Rodeo,
4610-465 North Beverly,
and 449-453 North Beverly
08/21/2021 08/31/2021
Deborah Quick Morgan,
Lewis &
Bockius LLP
468 N. Rodeo
Drive, LLC, 461
N. Rodeo Drive
LLC
468 N. Rodeo Drive, LLC,
461 N. Rodeo Drive LLC
01/02/2019 09/09/2019

10. Kathy
Gohari
Self
Employed
LVMH - Dennis
Ferrazano
Cheval Blanc Hotel at 468
N. Rodeo Drive 02/02/2021 02/02/2021

11. Noah Furie
Self
Employed
(former
appointed
official)
LVMH Cheval Blanc Hotel at 468
N. Rodeo Drive 11/23/2020 12/01/2020

12. Elaine
Carbrey
Gruen
Associates
Franklin
Dickinson
Cheval Blanc Beverly Hills,
468 N Rodeo Drive 07/01/2020 11/18/2020
3 NAME Employer Client Project Engagement Termination File Date

13. Jill Wagner Gruen
Associates
Franklin
Dickenson
Cheval Blanc Beverly Hills,
468 N Rodeo Dr. 07/01/2019 11/18/2020

14. ASHOK

VANMALI
Gruen
Associates
Cheval Blanc
Beverly Hills
Cheval Blanc Beverly Hills ,
468 N. Beverly Rodeo
Drive, Beverly Hills 90210
05/31/2019 11/18/2020

15. Thomas
Levyn
Glaser Weil
(former
elected
official)
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive, 461 N.

Beverly Drive & 456 N.

Rodeo Drive
03/20/2019 03/25/2019

15. Linda
Briskman
Self
employed
(Former
elected
official)
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive LLC,
461 N. Beverly Drive LLC
and 456 N. Rodeo Drive
LLC
05/23/2019 05/23/2019

16. Gabrielle
Alexander
Self
employed
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive LLC,
461 N. Beverly Drive LLC
and 456 N. Rodeo Drive
LLC
05/23/2019 05/23/2019
4 NAME Employer Client Project Engagement Termination File Date

17. Mitchell
Dawson
Dawson
Tilem & Gole
(Former
appointed
official)
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive LLC,
461 N. Beverly Drive LLC
and 456 N. Rodeo Drive
LLC
05/23/2019 09/23/2021 05/23/2019

18. Barry
Brucker
Self
employed
(Former
elected
official)
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive LLC,
461 N. Beverly Drive LLC
and 456 N. Rodeo Drive
LLC
05/22/2019 05/24/2019

19. Christopher
Rallo
Crest Real
Estate
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive, 461 N.

Beverly Drive & 456 N.

Rodeo Drive
05/13/2019 07/26/2019 05/15/2019

20. Margaret
Schaffer
Crest Real
Estate
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive, 461 N.

Beverly Drive & 456 N.

Rodeo Drive
05/13/2019 07/26/2019 05/15/2019
5 NAME Employer Client Project Engagement Termination File Date

21. Jason
Somers
Crest Real
Estate
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive, 461 N.

Beverly Drive & 456 N.

Rodeo Drive
05/13/2019 07/26/2019 05/15/2019

22. Eric Geier Glaser Weil
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive, 461 N.

Beverly Drive & 456 N.

Rodeo Drive
03/20/2019 03/26/2019

23. Clare
Bronowski Glaser Weil
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive, 461 N.

Beverly Drive & 456 N.

Rodeo Drive
03/20/2019 03/26/2019

24. Spencer
Kallick Glaser Weil
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.

Rodeo Drive
LLC
468 N. Rodeo Drive LLC,
461 N. Beverly Drive LLC
and 456 N. Rodeo Drive
LLC
03/20/2019 10/11/2019 03/26/2019

25. Elisa
Paster Glaser Weil
468 N. Rodeo
Drive LLC, 461
N. Beverly Drive
LLC and 456 N.
468 N. Rodeo Drive, 461 N.

Beverly Drive & 456 N.

Rodeo Drive
03/20/2019 03/26/2019
6 NAME Employer Client Project Engagement Termination File Date Rodeo Drive
LLC
Registered for the Project (NOT WORKING FOR PROJECT PROPONENT) NAME Employer Client Project Engagement Termination File Date Ryan Kelly KOA
Corporation
Robert
DiMartini,
Chanel
Cheval Blanc
Beverly Hills Specific
Plan Project (456
and 468 N. Rodeo
Drive; 449, 451, and
453 N. Beverly
Drive; and 461-465
N. Beverly Drive)
02/21/2022 03/02/2022
Ryan Kelly KOA
Corporation
Hank Rouda,
Giorgio Armani
Corporation
Giorgio Armani (436
N. Rodeo Drive) 02/15/2022 02/23/2022
Ryan Kelly KOA
Corporation
Gail Wheeler,
Hermes of Paris
Hermes (434 N.

Rodeo Drive) 02/15/2022 02/23/2022
Murray D.

Fischer
Law Offices of
Murray D.

Fischer
Hermes of
Paris, a New
York
Corporation
Cheval Blanc Hotel -
468 N. Rodeo Drive,
Beverly Hills CA
90210
12/11/2020 12/17/2020
1 One Beverly Hills, 9900 Wilshire Blvd Project
Registered Legislative Advocates (Records search 9/26/22) Name Employer Client Project Engagement Termination File Date

1.ALVIN CHEN Gensler BH Luxury
Residences LLC 9900 Wilshire 01/01/2020 01/21/2020

2.Andrew P
Cohen Gensler
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 01/14/2020

3.Armstrong
Yakubu
Foster +
Partners
Limited
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/14/2020 01/14/2020

4.Atila Zekioglu Arup
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/28/2020

5.Barry Brucker
Self (Former
Elected
Official)
One Beverly Hills 10/01/2015 10/01/2015

6.Benjamin
Hanelin
Latham &
Watkins LLP Oasis West LLC 07/07/2014 08/17/2016

7.Bettine
Gommer Arup
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2021 03/01/2021
2 Name Employer Client Project Engagement Termination File Date

8.Brandon
Feighner CBRE, Inc.

BH Luxury
Residences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900 and 9988
Wilshire
Boulevard
03/02/2021 03/02/2021

9.Brian Powers
KPFF
Consulting
Engineers
BH Luxury
Residences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900 and 9988
Wilshire Blvd
07/19/2021 03/19/2021

10. Bryan
Oakes Gensler
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 01/13/2020

11. Chris
Pollock Arup US, Inc
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 03/01/2021

12. Christophe
Bornand
KPFF
Consulting
Engineers
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/12/2020

13. Clare
Bronowski Glaser Weil
Pacific
Investment
Management
Co., LLC - Paul
Mundinger
9876 Wilshire
Blvd. 04/06/2020 04/15/2020

14. Cristina
Segni
Foster +
Partners
Limited
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/13/2020 02/04/2020
3 Name Employer Client Project Engagement Termination File Date

15. Daniel
Packer AECOM
BH Luxury
Residences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900 and 9988
Wilshire
Boulevard
03/02/2021 03/02/2021

16. David
Alexander
Summerfield
Foster +
Partners
Limited
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/13/2020 01/13/2020

17. David
Nelson
Meridian West
Associates LLC
BH Luxury
Residences,

LLC/OWR LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900, and 9988
Wilshire Blvd.
10/15/2019 02/18/2021

18. David
Thompson
Latham &
Watkins LLP Oasis West, LLC Oasis West, LLC 01/09/2018 02/22/2018

19. Douglas
Mass
Cosentini
Associates
BH Luxury
REsidences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900 and 9988
Wilshire
Boulevard
03/08/2021 03/08/2021

20. Elisa Paster Glaser Weil
Pacific
Investment
Management
Co., LLC - Paul
Mundinger
9876 Wilshire
Blvd. 04/06/2020 04/15/2020

21. George
Mihlsten
Latham &
Watkins LLP Oasis West, LLC Oasis West, LLC 05/12/2004 02/16/2018 4 Name Employer Client Project Engagement Termination File Date

22. Gregory L.

Spencer
Timbers
Resorts
BH Luxury
Residences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900 and 9988
Wilshire
Boulevard
01/01/2020 05/04/2021

23. Jeff
Weckstein
Walker
Consultants
BH Luxury
Residences LLC
(Benny Alagem)
9900 Wilshire 01/01/2020 08/10/2020

24. Jeffrey
Friedlander Arup
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 03/01/2021

25. John L.

Pearson RIOS
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/12/2020

26. Jon Deon
Bender
Walker
Consultants
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/07/2020

27. Jonathan
Chambers
Gibson
Transportation
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 03/04/2021

28. Joseph
Fong Glumac
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/07/2020
5 Name Employer Client Project Engagement Termination File Date

29. Judie
Fenton
FTA Events &
Marketing
(Former
Appointed
Official)
Oasis Capital -
Ted Kahan
One Beverly Hills
9900 Wilshire
Blvd.
07/29/2016 02/18/2021

30. Marc
Charles
Guberman
Foster +
Partners
Limited
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/13/2020 01/13/2020

31. Mark Rios RIOS
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/12/2020

32. Matt
Williams Arup
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/26/2020

33. Nicholas
Gallucci Glumac
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/10/2020 08/10/2020

34. Nicole Isle
Glumac, A
Tetra Tech
Company
BH Luxury
Residences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900 and 9988
Wilshire
Boulevard
03/18/2021 03/18/2021

35. Patrick
Gibson
Gibson
Transportation
Consulting
BH Luxury
Residences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
9900, and 9988
03/04/2021 03/04/2021
6 Name Employer Client Project Engagement Termination File Date Wilshire
Boulevard

36. Paul J.

Silvern
HR&A
Advisors, Inc.

BH Luxury
Residences, LLC
(Benny Alagem)
One Beverly Hills
- 9850, 9876,
9900 & 9988
Wilshire Blvd.
01/01/2021 06/01/2021

37. Richard F.

Davis
Greenberg
Traurig
BH Luxury
Residences LLC
(Benz Alagem)
One Beverly Hills
- 9850,
9876,9900 and
9988 Wilshire
Boulevard
01/01/2020 05/03/2021

38. Robert
Pallmann Arup
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/17/2020

39. Roopika
Subramanian
Latham &
Watkins LLP Oasis West, LLC Oasis West, LLC 03/12/2019 12/16/2021 04/22/2019

40. Scott
Lindvall
Lettis
Consultants
Int'l, Inc.

BH Luxury
Residences, LLC
(Beny Alagem)
One Beverly Hills
- 9850, 9876,
adn 9988
Wilshire
Boulevard
03/19/2021 03/19/2021

41. Steven A
Straus Glumac
BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/13/2020
7 Name Employer Client Project Engagement Termination File Date

42. Vidar Landa Jensen
Hughes, Inc.

BH Luxury
Residences, LLC
(Beny Alagem)
9900 Wilshire 01/01/2020 08/11/2020

43. Warwick
Wicksman Gensler BH Luxury Residences, LLC 9900 Wilshire 01/06/2020 01/07/2020 Registered for the Project (NOT WORKING FOR PROJECT PROPONENT) Name Employer Client Project Engagement Termination File Date Dale
Goldsmith
Armbruster
Goldsmith &
Delvac
Los Angeles
Country Club -
Michael Beam
One Beverly Hills
Specific Plan (as affects
10101 Wilshire Blvd)
02/08/2021 02/08/2021
1 9908 S Santa Monica Project (Friar’s Club)
Registered Legislative Advocates (Records search 9/27/22) Name Employer Client Project Engagement Termination File Date

1. Brian Ha
thomas
juulhansen, llc
9908
Santa
Monica
Blvd, llc
9908 South Santa
Monica Blvd. 01/01/2015 08/01/2018

2. Calvin
Hollis Self GPI Companies
9908 S. Santa
Monica 08/01/2019 08/05/2019

3. Clare
Bronowski
Glaser
Weil
9908
South
Santa
Monica
Boulevard,
LLC
09/15/2015 03/30/2016

4. Elisa
Paster
Glaser
Weil
9908
South
Santa
Monica
Boulevard,
LLC
09/15/2015 03/30/2016

5. Gaby
Reims
Alexander
Self
9908
South
Santa
Monica
Blvd, LLC
9908 South Santa
Monica Blvd. 09/12/2017 04/29/2020 09/12/2017
2 Name Employer Client Project Engagement Termination File Date

6. Linda J
Briskman
(Former
elected
official)
LJB
Consulting
GPI
Companies
9908 South Santa
Monica Blvd 02/01/2018 05/21/2018
Linda J
Briskman
LJB
Consulting
9908
South
Santa
Monica
Blvd, LLC
9908 South Santa
Monica Blvd. 09/05/2017 05/21/2018 09/12/2017

7. Matthew
Stone
Glaser
Weil
9908
South
Santa
Monica
Boulevard,
LLC
09/15/2015 10/11/2019 03/30/2016

8. Noah
Furie
(Former
appointed
official)
Morocco
Junction
Holdings
9908
South
Santa
Monica
Blvd. LLC
Entitlements 11/01/2017 04/11/2018 11/01/2017

9. Shahiedah
Palmer
Glaser
Weil
9908
South
Santa
Monica
Boulevard,
LLC
09/15/2015 10/11/2019 03/30/2016
3 Name Employer Client Project Engagement Termination File Date

10. Simon Ha Steinberg
Hart
9908
Santa
Monica
Blvd, LLC
9908 South Santa
Monica Blvd. 05/01/2015 08/02/2018

11. Thomas
JuulHansen
Thomas
JuulHansen,
LLC
9908
Santa
Monica
Blvd, LLC
9908 South Santa
Monica Blvd. 01/01/2015 08/01/2018

12. Thomas
S. Levyn
(Former
elected
official)
Glaser
Weil
9908
South
Santa
Monica
Boulevard,
LLC
09/15/2015 03/30/2016
Attachment 8
Employee Number Estimates,
Existing and Proposed Uses
(Fehr & Peers, 10.19.22)
Employment Estimate for Existing Uses Employment Estimate for Proposed Uses Estimated Trip Generation Estimated Trip Generation
Cheval Blanc Project Site Cheval Blanc Project Site
468 North Rodeo
Retail 820 20.265 ksf 37.01 per ksf 750 Hotel 310 115 rooms 7.99 per room 919 Employees 43 emp 17.42 per emp 750 Employees 64 emp 14.34 per emp 919 456 North Rodeo
Retail 820 6.895 ksf 37.01 per ksf 255 Restaurant1 931 25.094 ksf 8.28 per ksf 208 Employees 15 emp 17.42 per emp 255 Employees 116 emp 1.79 per emp 208 461-465 North Beverly
R&D1 760 23.351 ksf 11.08 per ksf 259 Retail 820 24.976 ksf 37.01 per ksf 924 Employees 58 emp 3.37 per emp 259 Employees 53 emp 17.42 per emp 924 449, 451, 453 North Beverly
Retail 820 6.276 ksf 37.01 per ksf 232 Day Spa2 918 6.899 ksf 37.01 per ksf 255 Employees 13 emp 17.42 per emp 232 Employees 15 emp 17.42 per emp 255 Employee Total 129 Employee Total 248
Luxe Hotel Luxe Hotel
Hotel 310 88 rooms 7.99 per room 703 Retail 820 42.368 ksf 37.01 per ksf 1,568 Employees 49 emp 14.34 per emp 703 Employees 90 emp 17.42 per emp 1,568 Total for Existing Uses Total for Proposed Uses
Employee Total 178 Employee Total 338
Notes: Notes:

1. Employment estimate reduced by 25% due to exhibition space. 1. Employee Trip Generation estimate based on PM peak hour trip generation (employment rates not available for daily trips).

Source: Trip Generation Manual , Institute of Transportation Engineers, 11th Edition. Square footage includes restaurant space reserved for hotel guests/club members

2. Employee Trip Generation estimate based on retail use (employment rates not available for hair salon/spa).

Source: Trip Generation Manual , Institute of Transportation Engineers, 11th Edition.

Trip Rate Unit Weekday Daily
Trip Generation Estimates
Trip Generation Rates
Land Use ITE# Size Daily Rate
Trip Generation Estimates
Trip Generation Rates
Land Use ITE# Size Daily Rate Trip Rate Unit Weekday Daily Attachment 9
Cheval Blanc Projected
Guest Room Rates
(RCL Co., October 21
2022)
$664
$705
$734
$744
$760
$766
$790
$929
$1,107
$518
$546
$575
$575
$592
$574
$239
$408
$602
78% 77% 78% 77% 78% 75%
30%
44%
54%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
$0
$200
$400
$600
$800
$1,000
$1,200
2014 2015 2016 2017 2018 2019 2020 2021 2022 YTD
Occupancy
Average Daily Rate / Revenue Per
Available Room
ADR RevPAR Occupancy

MEMORANDUM
DATE: October 21, 2022
TO: Deborah Quick; Perkins Coie LLP
FROM: Derek Wyatt; Managing Director
SUBJECT: Cheval Blanc Beverly Hills Projected Average Daily Rate (ADR) & Occupancy

CHEVAL BLANC BEVERLY HILLS
Cheval Blanc Beverly Hills is projected to generate an Average Daily Rate (ADR) of $1,925 in current 2022 dollars, with a projected rates ranging from $1,167 for entry level rooms to $20,600 for the Penthouse. Comparable hotels in Beverly Hills and the surrounding area are achieving a blended average ADR of $1,107 through the first five months of 2022. This reflects a 45% increase over ADR levels achieved in 2019, prior to the COVID-19 pandemic.

Cheval Blanc Beverly Hills is projected to achieve a stabilized occupancy rate of 75%. The average occupancy among the comparable set of hotel properties ranged between 75% and 78% between 2014 and 2019 (before COVID-19). Occupancy levels are still recovering from the COVID-19 pandemic, and averaged 54% for the first five months of 2022.

Comparable Hotel Average Daily Rate (ADR), Revenue Per Available Room (RevPAR), and Occupancy Source: STR; RCLCO
The comparable set includes the following properties:
• Chateau Marmont Hotel
• Four Seasons Hotel Los Angeles
• Dorchester Collection Hotel Bel Air
• Dorchester Collection Beverly Hills Hotel
• The Maybourne Beverly Hills
• Waldorf Astoria Beverly Hills
• Beverly Wilshire, a Four Seasons Hotel
• The Peninsula Beverly Hills
Attachment 10
City Initiated Project Financial
Analysis (KMA, 10.27.22)
777 SOUTH FIGUEROA STREET, SUITE 2555  LOS ANGELES, CALIFORNIA 90017  PHONE 213.622.8095 2210012.BH:KHH
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Economic Development

BERKELEY
A. Jerry Keyser
Debbie M. Kern
David Doezema

LOS ANGELES
Kathleen H. Head
James A. Rabe
Gregory D. Soo-Hoo
Kevin E. Engstrom
Julie L. Romey
Tim R. Bretz

SAN DIEGO
Paul C. Marra

MEMORANDUM
To: Ryan Gohlich, Director of Community Development
City of Beverly Hills
From: Kathleen Head
Date: October 27, 2022
Subject: Proposed Cheval Blanc Mixed-Use Project
Keyser Marston Associates, Inc. (KMA) was engaged by the City of Beverly Hills to prepare financial analyses of the mixed-use project currently being proposed for development on the 1.28-acre property located at 456 and 468 North Rodeo Drive, 461- 465 North Beverly Drive and 449-453 North Beverly Dive (Site). The development proposal was submitted by 468 N Rodeo Drive LLC, 456 N Rodeo Drive LLC, 461 N Beverly Drive LLC and 449 N Beverly Drive LLC (collectively, Developer).

The KMA financial analysis consists of the following components:

1. A pro forma analysis that evaluates the financial characteristics of the “Proposed Project”; and

2. Projections of the General Fund revenues that could potentially be generated by the Proposed Project.

PROPOSED DEVELOPMENT SCOPE
The Proposed Project includes the following mix of uses:

1. A 109 room ultra-luxury hotel;

2. A private member’s club with a maximum of 500 members that includes:

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a. Meeting rooms;
b. A screening room; and
c. A restaurant.

3. A wellness center to be shared by both the hotel and the member’s club;

4. A Spa;

5. Indoor and outdoor dining areas;

6. Ground floor and second floor retail space; and

7. A subterranean parking garage with 139 parking spaces.

EXECUTIVE SUMMARY
Pro Forma Analysis
KMA evaluated the Proposed Project based on current market and financial conditions.

The results of this analysis are summarized in the following table:

Pro Forma Analysis Findings
Estimated Project Value
Total Estimated Stabilized Net Operating Income (NOI) $38,607,000 Capitalization Rate 3.25%
Estimated Project Value $1,187,908,000
Estimated Project Costs
Total Development Costs $1,131,386,000
Threshold Developer Return @ 12% of Project Value 142,549,000 Total Estimated Project Costs $1,273,935,000
Estimated Financial Gap $86,027,000
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As can be seen in the preceding table, based on current economic conditions, the Proposed Project is anticipated to generate a financial gap of $86 million. In other words, the Proposed Project is estimated to generate a return that is $86 million less than would be required by a typical investor in a luxury hotel.

As shown in the table below, based on the current estimates, the Developer’s anticipated return is 4.8% of the Proposed Project’s value.

Estimated Developer Return as a Percentage of Project Value Estimated Developer Return
Threshold Developer Return @ 12% of Project Value $142,549,000 (Less) Estimated Financial Gap (86,027,000)
Estimated Developer Return $56,522,000
Estimated Developer Return as a % of Project Value
Estimated Developer Return $56,522,000
Estimated Project Value ÷ $1,187,908,000
Estimated Developer Return as a % of Project Value 4.8% Public Benefit Contribution
As currently proposed, the Developer will make the following one-time monetary contributions to the City:

One-Time Contributions to the City
Public Benefit Contribution $26,000,000
Arts and Culture Contribution $2,000,000
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General Fund Revenue Projections

ESTIMATED ANNUAL REVENUES
KMA projected the General Fund revenues anticipated to be generated by the Proposed Project on an annual basis. This analysis is based on the estimated General Fund revenues at stabilized occupancy, and the estimates are presented in 2022 dollars. The results of this analysis are summarized in the following table:

Estimated Annual General Fund Revenues
At Stabilization (2022 Dollars)
Transient Occupancy Tax (TOT) @ 14% $8,543,000
TOT Municipal Surcharge @ 5% 3,051,000
Property Tax 2,069,000
Other Major General Fund Revenues 1,040,000
Total Annual General Fund Revenue $14,703,000
30 YEAR PROJECTIONS: TOT REVENUES
TOT revenues are the primary General Fund revenue sources that will be produced by the Proposed Project. These are comprised of the City’s basic levy, which is set at 14% of room sales revenue, and a 5% TOT Municipal Surcharge. The TOT projections are summarized in the following table:

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TOT Revenue Projections 1
14% City TOT
5% TOT
Municipal
Surcharge Total
Years 1 – 10
Total Revenue $105,870,000 $37,811,000 $143,681,000
Net Present Value $84,810,000 $30,289,000 $115,099,000
Years 1 – 30
Total Revenue $421,926,000 $150,688,000 $572,614,000
Net Present Value $225,317,000 $80,470,000 $305,788,000

PRO FORMA ANALYSIS
The KMA pro forma analysis tables are organized as follows:

Appendix A
Pro Forma Analysis
Table 1: Estimated Development Costs
Table 2: Estimated Stabilized Net Operating Income
Table 3: Estimated Financial Gap
Estimated Development Costs
The primary assumptions applied in the KMA development estimates are presented in the following section of this memorandum.

PROPERTY ACQUISITION COSTS
The costs associated with assembling the Site are estimated at $465 million. 1 Both the Total Revenue and Net Present Value estimates are rounded to the nearest $1,000.

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DIRECT COSTS

1. The site improvement costs are estimated at $165 per square foot of land area.

2. The cost associated with demolishing the existing buildings is estimated at $30 per square foot of existing building area.

3. The direct building costs are estimated at $825 per square foot of gross building area (GBA).

4. The furniture, fixtures, equipment and tenant improvement costs are estimated at $728 per square foot of GBA.

5. A 20% allowance is provided for contractor costs and a hard cost contingency allowance.

INDIRECT COSTS

1. A 15% allowance is provided for architecture, engineering and consulting costs.

2. Public permits and fees costs are estimated at $136 per square foot of GBA

3. Taxes, insurance, legal and accounting costs are estimated at 3% of direct costs.

4. Marketing and leasing costs for the commercial spaces are estimated at $30 per square feet of commercial GBA.

5. Hotel pre-opening and working capital costs are estimated at $30,000 per room.

6. A 10% development management fee allowance is provided.

7. A soft cost contingency allowance equal to 5% of other indirect costs is provided.

FINANCING COSTS

1. The construction period interest cost estimates are based on the following assumptions:

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a. The carrying costs related to the property acquisition costs are based on a 60 month development period, a 5% weighted average cost of funds, and a 100% average outstanding balance.
b. The carrying costs related to the Proposed Project’s construction are based on a 36 month construction period, a 5% weighted average cost of funds, and a 60% average outstanding balance.

2. The loan origination fees are estimated at 2.5 points

3. The construction period financing costs are reduced by $1.5 million in one-time initiation fees for the member’s club .

The development cost estimates are summarized in the following table:

Estimated Development Costs
Property Acquisition Costs $465,000,000
Total Direct Costs 339,487,000
Total Indirect Costs 134,355,000
Total Financing Costs 192,544,000
Total Construction Costs $666,386,000
Total Development Costs $1,131,386,000
Stabilized Net Operating Income
HOTEL
Revenues:

1. The average hotel room rate is estimated at $2,045 per night. A $120 per room per night expense is deducted for complimentary services provided by the hotel to the guests.

2. Stabilized occupancy is set at 75%.

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3. Food, beverage and services revenues are limited to room service fees, and are estimated at 5% of gross sales.2

4. Other revenues are estimated at 10% of gross sales.

Expenses:

1. Distributed expenses are estimated at:
a. 25% of room sales;
b. 60% of food, beverage and services sales; and
c. 25% of other sales.

2. Undistributed expenses are estimated at 26% of gross sales.

3. Management fees are estimated at 3.0% of gross sales.

4. Fixed expenses include property taxes at 1.1% of value, insurance costs at 1.5% of gross sales, and FF&E replacement reserves at 4.0% gross sales.

MEMBER’S CLUB
Revenues:

1. The annual membership fee is estimated at $5,000 per year.

2. Food and beverage revenues are estimated at 20% of gross member’s club income.

3. Other revenues are estimated at 10% of gross member’s club income.

The operating expenses are estimated at 70% of gross member’s club income. 2 The KMA analysis is based on the assumption that the on-site restaurant facilities will be leased to private operators.

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COMMERCIAL COMPONENT
The monthly rents for restaurant, outdoor dining and retail spaces are based on triple net leases. The achievable rents are estimated as follows:

1. The average restaurant rent is set at $17.25 per square foot of GBA.

2. The rent for the outdoor dining space is set at 50% of the estimated rent per square foot for the restaurant space.

3. The average retail rent is estimated at $46 per square foot of GBA.

The revenue and expense estimates are provided in Table 2. The results of the analysis are presented in the following table:

Estimated Total Stabilized Net Operating Income
Hotel $19,042,000
Member’s Club 1,071,000
Commercial Component 17,146,000
Parking 1,348,000
Estimated Total Stabilized NOI $38,607,000
Estimated Financial Gap
The financial gap calculations are summarized in the following table:

Estimated Financial Gap
Estimated Project Value $1,187,908,000
Estimated Project Costs $1,273,935,000
Estimated Financial Gap $86,027,000
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As can be seen in the preceding table, based on current economic conditions, the Proposed Project is anticipated to generate a financial gap of $86 million. This means that the Proposed Project is estimated to generate a return to the Developer that is $86 million less than the return a typical investor in a luxury hotel would require.

GENERAL FUND REVENUE ANALYSIS
The General Fund revenue analysis tables are presented in Appendix B. The analysis includes evaluations of the following revenue sources:

1. The City’s basic TOT levy, which is equal to 14% of hotel room sales revenues.

2. A 5% TOT Municipal Surcharge.

3. The following General Fund revenue sources are based on the assessed value of the Proposed Project:
a. Property Tax revenue allocated to the City;
b. Motor License In-Lieu Fee revenue allocated to the City; and c. Public Safety Pension Assessment revenue.

4. Sales Tax revenue allocated to the City.

5. Business Tax revenue.

6. “Other Revenues”, which consist of Licenses and Permits revenue and Fines and Penalties revenue.

General Fund Revenue Assumptions
The assumptions used in the General Fund revenue estimates are:

TOT REVENUES

1. The average daily room rate is estimated at $2,045 in 2022 dollars.

2. A 2.5% average annual inflation rate is applied.

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3. The hotel is anticipated to commence operations in 2027.

4. Based on inflationary growth, in 2027 the average daily room rate is estimated at $2,314.

5. The first year occupancy is set at 56%.

6. Stabilized occupancy is projected to occur in the second year of operation. The stabilized occupancy is projected at 75%.

REVENUES BASED ON THE ASSESSED VALUE OF PROPERTY

1. The assessed value of the Proposed Project is estimated at $1.19 billion in 2022 dollars. This value is based the estimated total stabilized NOI capitalized at a

3.25% rate.

2. The City’s share of property tax revenue is set at 17.41584% of the 1% levy.

3. The City’s share of the Motor Vehicle License In-Lieu Fee revenue is set at

0.014% of assessed value.

4. The Public Safety Pension Assessment is based on $0.041611 per $100 of a property’s assessed valuation.

OTHER REVENUES

1. The City receives 1% of the taxable sales revenue generated within Beverly Hills.

2. The Business Tax assessed on retail and restaurant uses is set at $1.25 per $1,000 of gross sales revenue in excess of $60,000.

3. The Other Revenues are estimated on a per capita basis.

Estimated General Fund Revenues
The results of the stabilized General Fund revenue analysis are presented in the following table:

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Estimated Annual General Fund Revenues
At Stabilization (2022 Dollars)
Base TOT @ 14% of Room Sales $8,543,000
TOT Municipal Surcharge @ 5% of Room Sales 3,051,000
Property Tax 2,069,000
Motor Vehicle License In-Lieu Fee 166,000
Public Safety Pension Assessment 494,000
Sales Tax 303,000
Business Tax 40,000
Other Revenues 37,000
Total Annual General Fund Revenues $14,703,000
The results of a 30 year projection of TOT revenues are summarized in the following table:

TOT Revenue Projections
14% City TOT
5% TOT
Municipal
Surcharge Total
Years 1 – 10
Total Revenue $105,870,000 $37,811,000 $143,681,000
Net Present Value $84,810,000 $30,289,000 $115,099,000
Years 1 – 30
Total Revenue $421,926,000 $150,688,000 $572,614,000
Net Present Value $225,317,000 $80,470,000 $305,788,000

APPENDIX A

FINANCIAL GAP ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA

PROPOSED PROJECT
Prepared by: Keyser Marston Associates, Inc.

Filename: 10 27 22 BH Cheval Blanc; APP A Title 1 of 11 APPENDIX A - TABLE 1

ESTIMATED DEVELOPMENT COSTS

FINANCIAL GAP ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
I. Property Acquisition Costs $465,000,000
II. Direct Costs
Site Costs 55,608 Sf Land $165 /Sf Land $9,175,000
Demolition Costs 56,787 Sf Existing Bldgs $30 /Sf Existing Bldgs 1,704,000 Subterranean Parking Costs 1 139 Spaces $59,800 /Space 8,312,000 Building Costs
Hotel 109 Rooms $1,023,150 /Room 111,523,000
Member's Club 8,198 Sf GBA $808 /Sf GBA 6,622,000
Spa and Wellness Center 11,445 Sf GBA $808 /Sf GBA 9,245,000 Restaurant 20,334 Sf GBA $808 /Sf GBA 16,425,000
Retail 24,976 Sf GBA $808 /Sf GBA 20,174,000
Outdoor Dining Space 2 7,659 Sf $808 /Sf GBA 6,187,000
Hotel FF&E / Tenant Improvements
Hotel 109 Rooms $592,350 /Room 64,566,000
Member's Club 8,198 Sf GBA $431 /Sf GBA 3,532,000
Spa and Wellness Center 11,445 Sf GBA $431 /Sf GBA 4,931,000 Restaurant 20,334 Sf GBA $431 /Sf GBA 8,760,000
Retail 24,976 Sf GBA $431 /Sf GBA 10,760,000
Outdoor Dining Space 2 7,659 Sf $129 /Sf GBA 990,000
Contractor Costs 3 20% Other Direct Costs 56,581,000
Total Direct Costs 206,182 Sf GBA $1,647 /Sf GBA $339,487,000 III. Indirect Costs
Arch, Eng & Consulting Costs 15% Direct Costs $50,923,000 Public Permits & Fees 206,182 Sf GBA $136.00 /Sf GBA 28,041,000 Taxes, Ins, Legal & Acctg Costs 3% Direct Costs 10,185,000 Marketing & Leasing Costs 52,969 Sf Comml GBA $30.00 /Sf Comml GBA 1,589,000 Hotel Pre-Opening / Wkg Capital 109 Rooms $30,000 /Room 3,270,000 Development Management Fee 10% Direct Costs 33,949,000
Soft Cost Contingency Allowance 5% Other Indirect Costs 6,398,000 Total Indirect Costs $134,355,000
IV. Financing Costs
Property Acquisition Carrying Costs 4 $465,000,000 Loan Amount 5.00% Interest $116,250,000 Interest During Construction 5 $666,386,000 Loan Amount 5.00% Interest 59,975,000 Loan Origination Fees 6 $712,745,000 Loan Amount 2.50 Points 17,819,000 Member's Club One-Time Initiation Fee 500 Members $3,000 /Member (1,500,000) Total Financing Costs $192,544,000
V. Total Construction Costs 206,182 Sf GBA $3,232 /Sf GBA $666,386,000 Total Development Costs 206,182 Sf GBA $5,487 /Sf GBA $1,131,386,000 1 2 The Outdoor Dining Space is not included in the GBA calculations. 3 Includes contractors' fees, general requirements, builder's risk insurance, and a direct cost contingency allowance. 4 Based on: a 100% LTC ratio; a 60-month development period; and a 100% average outstanding balance. 5 Based on: a 100% LTC ratio; a 36-month construction period; and a 60% average outstanding balance. 6 Based on a 3.25% weighted average capitalization rate and a 60% LTV ratio.

The number of parking spaces is based on Project's architectural plans. The estimated cost is based on the weighted average across the three subterranean levels.

Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; PF Page 2 of 11
APPENDIX A - TABLE 2

ESTIMATED STABILIZED NET OPERATING INCOME

FINANCIAL GAP ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
I. Hotel Income
Room Sales Revenues 1 $2,045 /Room 109 Rooms $61,020,000 (Less) Included Services 2 $120 /Room 109 Rooms (3,581,000) Food, Beverage & Services 3 5.0% Gross Sales $32,900 /Room 3,589,000 Other 10.0% Gross Sales $65,900 /Room 7,179,000
Gross Sales $68,207,000
II. Distributed Expenses
Rooms 25.0% Department Sales $140,000 /Room $15,255,000 Food, Beverage & Services 60.0% Department Sales $19,800 /Room 2,153,000 Other 25.0% Department Sales $16,500 /Room 1,795,000
Total Distributed Expenses $19,203,000
III. Undistributed Expenses
General & Administration 10.0% Gross Sales $62,600 /Room $6,821,000 Marketing 8.0% Gross Sales $50,100 /Room 5,457,000
Utilities 3.0% Gross Sales $18,800 /Room 2,046,000
Maintenance & Operations 5.0% Gross Sales $31,300 /Room 3,410,000 Total Undistributed Expenses $17,734,000
IV. Management Fees 3.0% Gross Sales $18,800 /Room $2,046,000 V. Fixed Expenses
Property Taxes 1.1% Value $59,000 /Room $6,431,000
Insurance 1.5% Gross Sales $9,400 /Room 1,023,000
FF&E Replacement Reserves 4.0% Gross Sales $25,000 /Room 2,728,000 Total Fixed Expenses $10,182,000
VI. Hotel Net Operating Income 28% Gross Sales $19,042,000 I. Member's Club Income
Annual Member's Club Fee 500 Members $5,000 /Member/Year $2,500,000 Member's Club Food & Beverage 20% Gross Member's Club Income 714,000 Member's Club Other 10% Gross Member's Club Income 357,000 Gross Member's Club Income $3,571,000
(Less) Member's Club Operating Expenses 70% Gross Member's Club Income (2,500,000) II. Member's Club Net Operating Income 30% Gross Member's Club Income $1,071,000 1 Assumes a 75% average occupancy rate.
2 Consists of complimentary services such as breakfast and the minibar. 3 Assumes that food and beverage services are limited to room service. The on-site restaurants are treated as leased facilities.

HOTEL COMPONENT

MEMBER'S CLUB COMPONENT
Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; PF Page 3 of 11
APPENDIX A - TABLE 2 (CONTINUED)

ESTIMATED STABILIZED NET OPERATING INCOME

FINANCIAL GAP ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
I. Commercial Income
Restaurant 1 20,334 Sf GBA $207.00 /Sf/Year $4,209,000
Outdoor Dining Space 2 7,659 Sf GBA $103.50 /Sf/Year 793,000 Retail 3 24,976 Sf GBA $552.00 /Sf/Year 13,787,000
CAM Reimbursements 52,969 Sf GLA $18.00 /Sf/Year 953,000 Gross Commercial Income $19,742,000
(Less) Vacancy & Collection Allowance 5.0% Gross Commercial Income (987,000) Effective Gross Commercial Income $18,755,000
II. Operating Expenses
CAM Expenses 52,969 Sf GLA $18.00 /Sf/Year $953,000
Management Fee 3.50% Effective Gross Income 656,000
Operating Expenses $1,609,000
III. Commercial Net Operating Income $17,146,000
I. Parking Income
Hotel 4 78 Spaces $50 /Space/Day $854,000
Member's Club 5 17 Spaces $20 /Space/Day 99,000
Restaurant 5 49 Spaces $20 /Space/Day 286,000
Retail 5 22 Spaces $20 /Space/Day 128,000
Outdoor Dining Space 5 12 Spaces $20 /Space/Day 70,000
Total Parking Income $1,437,000
II. Parking Expenses 178 Spaces $500 /Space/Year $89,000 III. Parking Net Operating Income $1,348,000
I. Hotel Net Operating Income $19,042,000
II. Member's Club Net Operating Income $1,071,000
III. Commercial Net Operating Income $17,146,000
IV. Parking Net Operating Income $1,348,000
V. Total Project Net Operating Income $38,607,000
1 Equates to $17.25 per square foot per month.
2 Outdoor dining lease rate set at 50% of indoor dining lease rate. 3 Equates to $46.00 per square foot per month.
4 Assumes a 75% average occupancy rate, and an 80% utilization rate. 5 Assumes an 80% utilization rate.

COMMERCIAL COMPONENT

PARKING COMPONENT

TOTAL PROJECT NET OPERATING INCOME
Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; PF Page 4 of 11
APPENDIX A - TABLE 3

ESTIMATED FINANCIAL GAP

FINANCIAL GAP ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
I. Estimated Stabilized Net Operating Income
Hotel Net Operating Income $19,042,000
Member's Club Net Operating Income 1,071,000
Commercial Net Operating Income 17,146,000
Parking Net Operating Income 1,348,000
Total Estimated Stabilized Net Operating Income $38,607,000 II. Estimated Project Value
Total Estimated Stabilized Net Operating Income $38,607,000 Capitalization Rate 3.25%
Estimated Project Value $1,187,908,000
III. Estimated Project Costs
Total Development Costs $1,131,386,000
Threshold Developer Return 12% Estimated Project Value 142,549,000 Total Estimated Project Costs $1,273,935,000
IV. Estimated Surplus / (Financial Gap) 1 ($86,027,000) V. Estimated Developer Return
Threshold Developer Return 12% Estimated Project Value $142,549,000 Estimated Financial Gap (86,027,000)
Estimated Developer Return 4.8% Estimated Project Value $56,522,000 1 The $86,027,000 Financial Gap represents the shortfall in achieving the Threshold Developer Return.

See APPENDIX A - TABLE 1
See APPENDIX A - TABLE 2
Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; PF Page 5 of 11

APPENDIX B

GENERAL FUND REVENUE ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
Prepared by: Keyser Marston Associates, Inc.

Filename: 10 27 22 BH Cheval Blanc; APP B Title Page 6 of 11 APPENDIX B - TABLE 1
TOT REVENUE PROJECTIONS 1
109 HOTEL ROOMS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
Base TOT Surcharge Total
14% 5.0%
2027 1 56% $2,314 $7,249,921 $2,589,258 $9,839,179
2028 2 75% 2,372 9,908,852 3,538,876 13,447,728
2029 3 75% 2,431 10,155,320 3,626,900 13,782,220
2030 4 75% 2,492 10,410,143 3,717,908 14,128,051
2031 5 75% 2,554 10,669,143 3,810,408 14,479,552
2032 6 75% 2,618 10,936,499 3,905,892 14,842,391
2033 7 75% 2,683 11,208,031 4,002,868 15,210,900
2034 8 75% 2,750 11,487,919 4,102,828 15,590,747
2035 9 75% 2,819 11,776,161 4,205,772 15,981,933
2036 10 75% 2,889 12,068,581 4,310,207 16,378,788
2037 11 75% 2,961 12,369,355 4,417,627 16,786,982
2038 12 75% 3,035 12,678,485 4,528,030 17,206,515
2039 13 75% 3,111 12,995,969 4,641,418 17,637,387
2040 14 75% 3,189 13,321,808 4,757,789 18,079,597
2041 15 75% 3,269 13,656,002 4,877,144 18,533,146
2042 16 75% 3,351 13,998,551 4,999,483 18,998,034
2043 17 75% 3,435 14,349,455 5,124,805 19,474,260
2044 18 75% 3,521 14,708,713 5,253,112 19,961,825
2045 19 75% 3,609 15,076,327 5,384,402 20,460,729
2046 20 75% 3,699 15,452,295 5,518,677 20,970,972
2047 21 75% 3,791 15,836,618 5,655,935 21,492,553
2048 22 75% 3,886 16,233,474 5,797,669 22,031,143
2049 23 75% 3,983 16,638,684 5,942,387 22,581,071
2050 24 75% 4,083 17,056,426 6,091,581 23,148,007
2051 25 75% 4,185 17,482,524 6,243,758 23,726,282
2052 26 75% 4,290 17,921,153 6,400,412 24,321,565
2053 27 75% 4,397 18,368,138 6,560,049 24,928,187
2054 28 75% 4,507 18,827,654 6,724,162 25,551,817
2055 29 75% 4,620 19,299,704 6,892,751 26,192,455
2056 30 75% 4,736 19,784,285 7,065,816 26,850,101
Years 1 - 10
Total $105,870,570 $37,810,918 $143,681,489
NPV 2 $84,810,000 $30,289,000 $115,099,000
Years 1 - 30
Total $421,926,191 $150,687,925 $572,614,117
NPV 2 $225,317,000 $80,470,000 $305,788,000
1 2 Based on a 4% Discount Rate.

Year
In 2022 dollars the first year average room rate is $2,045. The first year of is operations 2027. The average annual inflation rate is 2.5%.

Proposed Project - 109 Rooms
Occupancy
%
Average Room
Rate
Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; TOT Projections Page 7 of 11 APPENDIX B - TABLE 2
TAXABLE SALES (2022 $)

PROPOSED PROJECT

GENERAL FUND REVENUE ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
I. Taxable Sales Generated by Commercial Space
A. Restaurant Space 1
Sf of Building Area 2 26,593
Taxable Sales Per Square Foot of Leasable Area 3 $646
Taxable Sales - Restaurant Space $17,184,600
B. Retail Space
Sf of Building Area 2 23,727
Taxable Sales Per Square Foot of Leasable Area 3 $504
Taxable Sales - Retail Space $11,958,500
II. Taxable Sales Generated by Commercial Space 50,321 SF $579 /SF $29,143,100 III. Taxable Sales Generated by Employees
A. Employees 4
Hotel/Member's Club Employees 107
Restaurant Employees 106
Retail Employees 47
Total Employees 153
B. Estimated Daily Expenditure Per Employee 5 $29
C. Estimated Number of Working Days in a Year 6 261
IV. Taxable Sales Generated by Employees 153 Employees $7,569 /Employee $1,158,100 1 Includes outdoor dining space.
2 Assumes a 5.0% vacancy rate.
3 Assumes 90% of sales are taxable.
4 See APPENDIX B - TABLE 3
5 Based on information provided by the International Council of Shopping Centers. 6 Based on information published by the United States Office of Personnel Management.

Prepared by: Keyser Marston Associates, Inc.

Filename: 10 27 22 BH Cheval Blanc; FIA_Tax Sales Page 8 of 11 APPENDIX B - TABLE 3
STABILIZED REVENUE ESTIMATES (2022 $)

PROPOSED PROJECT

GENERAL FUND REVENUE ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
I. Estimated Resident Equivalents
A. Hotel/Member's Club Employees
Occupied Hotel/Member's Club Square Feet 160,872
Estimated Hotel/Member's Club Square Feet Per Employee 1,500 Hotel/Member's Club Employees 107
% of Week Spent in Beverly Hills 24%
Hotel/Member's Club Employees - Resident Equivalents 25 B. Restaurant Employees 1
Occupied Restaurant Square Feet 2 26,593
Estimated Restaurant Square Feet Per Employee 250
Restaurant Employees 106
% of Week Spent in Beverly Hills 3 24%
Restaurant Employees - Resident Equivalents 25
C. Retail Employees
Occupied Retail Square Feet 2 23,727
Estimated Retail Square Feet Per Employee 500
Retail Employees 47
% of Week Spent in Beverly Hills 3 24%
Retail Employees - Resident Equivalents 11
II. Total Resident Equivalents
Hotel/Member's Club Employees - Resident Equivalents 25 Restaurant Employees - Resident Equivalents 25
Retail Employees - Resident Equivalents 11
Total Resident Equivalents 61
1 Includes outdoor dining space.
2 Assumes a 5.0% vacancy rate.
3 Assumes that the employee spends 40 hours per week working in Beverly Hills Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; FIA_Rev Calcs Page 9 of 11 APPENDIX B - TABLE 4

ANNUAL GENERAL FUND REVENUES
STABILIZED REVENUE ESTIMATES (2022 $)

PROPOSED PROJECT

GENERAL FUND REVENUE ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
I. Transient Occupancy Tax Revenue
Room Sales Revenues $61,020,000
Transient Occupancy Tax Rate 14%
Transient Occupancy Tax Revenue $8,543,000
II. TOT Municipal Surcharge Revenue
Room Sales Revenues $61,020,000
TOT Surcharge Rate 5%
TOT Municipal Surcharge Revenue $3,051,000
III. Property Tax Revenue
Assessed Value $1,187,908,000
Property Tax Rate 1.0%
Total Property Tax Revenue $11,879,100
City Share of Property Tax Revenue 17.41584%
City Property Tax Revenue $2,069,000
IV. Motor Vehicle License In-Lieu Fee Revenue
Assessed Value $1,187,908,000
Percent of Assessed Value 0.014%
Motor Vehicle License In-Lieu Fee Revenue $166,000
V. Public Safety Pension Assessment
Assessed Value $1,187,908,000
Assessment Per $100 of Assessed Value 0.041611
Public Safety Pension Assessment $494,000
VI. Sales Tax Revenue
Taxable Sales 2
Taxable Sales Generated by Commercial Space $29,143,100 Taxable Sales Generated by Employees 1,158,100
Total Taxable Sales $30,301,200
City Share of Taxable Sales 1.0%
Total Sales Tax Revenue $303,000
Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; FIA_Rev Calcs Page 10 of 11 APPENDIX B - TABLE 4 (CONTINUED)

ANNUAL GENERAL FUND REVENUES
STABILIZED REVENUE ESTIMATES (2022 $)

PROPOSED PROJECT

GENERAL FUND REVENUE ANALYSIS

CHEVAL BLANC PROJECT

BEVERLY HILLS, CALIFORNIA
VII. Other Revenues
Licenses and Permits Revenue
Total Resident Equivalents 2 61
Licenses and Permits Revenue Per Resident Equivalent 3 $446 Total Licenses and Permits Revenue $27,200
Fines and Penalties Revenue
Total Resident Equivalents 2 61
Fines and Penalties Revenue Per Resident Equivalent 3 $155 Total Fines and Penalties Revenue $9,500
Total Other Revenues $37,000
VIII. Business Tax Revenue
A. Restaurant Space
Sf of Building Area 26,593
Gross Sales /Sf of Building Area $718
Total Gross Sales $19,094,025
Gross Sales Threshold (60,000)
Sales Revenue Subject to Business Tax $19,034,025
B. Retail Space
Sf of Building Area 23,727
Gross Sales /Sf of Building Area $560
Total Gross Sales $13,287,232
Gross Sales Threshold (60,000)
Sales Revenue Subject to Business Tax $13,227,232
C. Total Restaurant Space / Retail Space Sales Revenue Subject to Business Tax $32,261,257 Fee Above Sales Threshold $1.25/$1,000 Gross Sales 0.1250% Total Restaurant Space / Retail Space Business Tax Revenue $40,000 1 See APPENDIX B - TABLE 2.
2 See APPENDIX B - TABLE 3
3 Based on the FY 2019/20 City of Beverly Hills Operating Budget and a resident equivalent population of 44,134 persons.

Prepared by: Keyser Marston Associates, Inc.

File name: 10 27 22 BH Cheval Blanc; FIA_Rev Calcs Page 11 of 11 Attachment 11
Applicant Initiated Project Financial Analysis
(RCL Co., 10.26.22)

RESIDUAL VALUE &

GENERAL FUND REVENUE

ANALYSIS

C H E VA L B L A N C B E V E R LY H I L L S

B E V E R L Y H I L L S , C A L I F O R N I A
Prepared for Perkins Coie LLP
October 26, 2022
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 2 Since 1967, RCLCO has been the “first call” for real estate developers, investors, the public sector, and non-real estate companies and organizations seeking strategic and tactical advice regarding property investment, planning, and development.

RCLCO leverages quantitative analytics and a strategic planning framework to provide end-to-end business planning and implementation solutions at an entity, portfolio, or project level. With the insights and experience gained over 50 years and thousands of projects–touching over $5B of real estate activity each year–RCLCO brings success to all product types across the United States and around the world.

Learn more about RCLCO at www.RCLCO.com.

ABOUT RCLCO

REPORT AUTHORS
Project Director:

Derek Wyatt, Managing Director
► P: (310) 203-3035 | E: [email protected]
Additional Authors:

Nicholas Stefanoni, Associate
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 3

INTRODUCTION

CONTENTS
► Introduction 3
► Methodology 4
► Executive Summary 5
» Project Characteristics 6
» Key Findings 7
► Residual Value Analysis 9
» Summary of Inputs and Assumptions 10
» Conclusions 11
► General Fund Revenue Analysis 12
» Summary of Revenues 13
» Sales Taxes 14
» Property, Transient Occupancy, & Business Taxes 15
» Revenues from Development Agreement 16
» General Fund Revenue Categories 17
► Disclaimers 18
► Appendix: Supporting Exhibits 21

BACKGROUND
Perkins Coie LLP is advising Cheval Blanc (“Client”), an affiliate of LVMH Moet Hennessy Louis Vuitton Inc. (“LVMH”) in securing a Development Agreement with the City of Beverly Hills that would enable the proposed development of Cheval Blanc Beverly Hills (“CBBH or “Project”), in the Golden Triangle in Beverly Hills.

Major programming elements of the proposed mixed-use development are as follows:
► A 115-room luxury Hotel
► A members-only private Club with a maximum of 500 members ► Indoor and outdoor appurtenant and accompanying uses (including restaurants, lobbies, spa, wellness center, pool deck, etc.)
► First floor at grade (ground floor) and second floor Retail space ► Vehicle parking in a subterranean garage
The Proposed Project requires approval of a General Plan amendment, zoning amendments, and a Specific Plan. The City and LVMH have also negotiated a proposed Development Agreement. The City has engaged Keyser Marston Associates (“KMA”) as its financial consultant to provide guidance and support regarding negotiations related to the Development Agreement. Initial tasks KMA has been engaged to undertake as part of this effort include a Value Enhancement Analysis and a General Fund Revenue Analysis.

As KMA completed its independent analysis, Client engaged RCLCO as its Economics Consultant to provide an independent analysis that can respond to the KMA report and be used to support the negotiations with the City.

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METHODOLOGY

PROJECT ALTERNATIVES
Both the Residual Value Analysis and General Fund Revenue Analyses require a comparison of the Planned Project to alternative development concepts or projects that could be supported at the site under various assumptions. For the purposes of this internal analysis, RCLCO has analyzed four scenarios, detailed below:
► Allowed Under Existing Zoning & General Plan:
» Scenario 1: Existing Project: The Subject Site is currently developed with three commercial structures and one institutional structure totaling approximately 56,800 gross square feet.
» Scenario 2: Code Compliant Project: In compliance with current zoning (C-3) at the Subject Site, the code compliant project is envisioned as a commercial project totaling approximately 114,800 gross square feet of retail space.
► Requires Specific Plan & Zoning Amendment:
» Scenario 3: Planned Project: Actual development plans call for a 109-room luxury hotel; a members-only private club; indoor and outdoor accompanying uses such as restaurants, spa, wellness center, etc.; retail space; and a 139 vehicle parking space subterranean garage, with 33 additional parking spaces provided off-site. This scenario reflects development costs provided by Turner & Townsend + Ridgeway Group (“TTRG”).
» Scenario 4: Proposed Project: The Proposed Project, i.e. the project Client has proposed to the City of Beverly Hills, contains the same development area and development concept (hotel with amenities and retail) as the Planned Project, but with the total hotel room count increased to 115 keys.

This scenario reflects development costs provided by TTRG.

METHODOLOGY
Analytical objectives of the Residual Value Analysis included the following:
► Constructed a static financial model using background materials and key data shared by Client.
► Addressed the reasonableness of the inputs through industry expertise and market research (including revenue, expense, cost, and valuation assumptions). ► Provided conclusions with respect to the residual value differences generated by the various scenarios.

The General Fund Revenue Analysis entailed completing the following key analytical tasks:
► Calculated the recurring General Fund revenues for the City of Beverly Hills for certain revenue sources, specifically sales, property, transient occupancy, and business license taxes, based on the development characteristics of the proposed development and tax rates appropriate to that revenue source. ► Additional revenue sources for the City of Beverly Hills from the operation of the Project as described in the Draft Development Agreement were estimated based on application of assumptions from the above analyses, focusing on Municipal Surcharge and Environmental Mitigation and Sustainability (“EMS”) Fee. ► Determined a resident-equivalent population for use in projecting revenues not calculated directly as per above and expenditure calculations. Using a residentequivalent population comprised of all residents and a share of employees is common fiscal impact practice, as it reflects the employees’ presence in the city for only a portion of the day and consequently a reduced demand for public services. We used this resident-equivalent population to derive certain average revenues and then applied these factors to the subject property’s anticipated onsite resident and employee populations to project specific General Fund revenues.

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EXECUTIVE SUMMARY
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 6

PROJECT CHARACTERISTICS
Source: City of Beverly Hills; LVMH; RCLCO

DEVELOPMENT SCOPE COMPARISON
► The table below summarizes the development scope of each of the four scenarios evaluated as part of this analysis. Scenario 1 reflects the existing uses presently occupying the Subject Site. Scenario 2 (Code Compliant Project) complies with the planning, zoning, and density standards imposed on the Subject Site. Scenarios 3 and 4 (Planned Project and Proposed Project, respectively) reflect alternate development programs featuring the addition of a 109- and 115-key hotel, respectively, along with a smaller footprint of retail uses.

Scenario 1:

Existing Project
Scenario 2:

Code Compliant Project
Scenario 3:

Planned Project
Scenario 4:

Proposed Project

PROJECT CHARACTERISTICS
Hotel Keys - - 109 115
Avg. SF/Key - - 747 714
Hotel Net SF - - 82,120 82,120
Retail/Commercial Net SF 52,839 105,314 25,036 25,036
Total Net SF 52,839 105,314 107,156 107,156
Total Gross SF 56,787 114,825 253,598 253,598
Number of Parking Spaces
Below-Grade Parking 45 81 139 139
On-Grade Parking 20 21
Off-Site Parking 33 33
Total Number of Parking Spaces 65 328 * 172 172
Development Scope Comparison
Subject Site
* Assumes 221 additional in-lieu parking spaces plus five grandfathered in-lieu bays.

Actual new parking spaces to be delivered at site total 102 spaces.

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RESIDUAL VALUE ANALYSIS

KEY FINDINGS
Source: RCLCO
THE RESIDUAL VALUE OF THE PLANNED PROJECT IS PROJECTED TO BE $237.5 MILLION LOWER THAN THE ACQUISITION

COST OF THE PROPERTY
► The following table provides a summary of the comparative residual value analysis. For more information refer to Exhibits I-2A through I-2D. ► RCLCO completed an independent evaluation of the residual value difference generated by the Planned Project relative to the alternative scenarios. RCLCO relied on development assumptions provided by Client, other consultants, and our own independent and thorough market research. A summary of the critical assumptions and analytical inputs RCLCO used in this evaluation are presented on page 10, and in greater detail in Exhibits I-2A through I-2D. » RCLCO evaluated both the Existing Project and the Code Compliant Project in the case that the buildings currently on the Subject Site may achieve greater value than would otherwise be supported by vacant land limited by the current zoning standards. Then RCLCO assessed the Planned and Proposed Projects to understand whether the Projects in Scenarios 3 and 4 that require a specific plan & zoning amendment, would exhibit higher value than the greater of the Existing Project, the Code Compliant project, or the acquisition cost of $465 million for the Subject Site. » Based on the results of the Residual Value Analysis, the Planned Project is projected to result in a decline in the project’s residual value relative to both the Existing Project and the Code Compliant Project, as well as the acquisition cost of the properties. The Planned Project’s residual value is projected to be $237.5 million below the acquisition cost.
› RCLCO has excluded the $28 million public benefit and cultural contribution cost paid by LVMH in this analysis, which would further increase the residual value difference for the Planned Project.
» The reduced residual value is largely attributable to the comparatively high development costs associated with the Planned Project at the Subject Site; third-party construction cost estimates indicate that costs would exceed $592 million, approximately $424 million more than the Code Compliant Project. The Net Operating Income of the Planned Project, meanwhile, is projected to be only slightly higher than the NOI achievable by the Code Compliant Project; these factors together account for the meaningful decline in residual value for both the Planned and Proposed Projects relative to the Code Compliant Project and acquisition cost. 1 Planned/Proposed project compared to maximum of existing project, code compliant project, or acquisition cost of $465 million.

Residual Value Analysis; Subject Site (2022 Dollars)
Scenario 1: Existing Project Scenario 2: Code Compliant Project Scenario 3: Planned Project Scenario 4: Proposed Project

RESIDUAL LAND VALUE
Total (Rounded) $422,964,000 $459,173,000 $227,466,000 $241,582,000 Residual Value Difference 1($42,036,000) ($5,827,000) ($237,534,000) ($223,418,000) Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 8

GENERAL FUND REVENUE ANALYSIS

KEY FINDINGS
1 Assumes project delivers in 2027.
2 Net Present Value based on a 4% discount rate.

THE PLANNED PROJECT IS PROJECTED TO GENERATE MORE THAN $1 BILLION IN TOTAL GENERAL FUND REVENUES OVER 30 YEARS (THROUGH 2056)
► RCLCO completed a comparative General Fund revenue analysis for the four relevant scenarios, evaluating the impact of each development scenario on the revenues of the City of Beverly Hills General Fund. RCLCO assumes that construction for Scenarios 2 through 4 would be completed in 2027. These revenue estimates have all been escalated to appropriately reflect inflation from the current year, 2022. This analysis reflects development cost estimates and value assumptions consistent with what is presented in the Residual Value Analysis.
► Based on the results of the comparative General Fund Revenue Analysis, the City of Beverly Hills stands to receive substantially greater revenues from the operations of the Planned Project relative to that which could be received from the operations of either the Existing Project or the Code Compliant Project. » Through 2056, RCLCO projects total revenue of approximately $1.065 billion for the Planned Project. › Excluding fees from future sales/transfers (EMS Fee and Documentary Transfer Tax), the Planned Project is projected to generate $13.6 million of revenue in Year 1 (2027), increasing to an annual revenue of $39.5 million in Year 30 (2056), resulting in a 30-year total of $778 million. › On a net present value basis, the Planned Project achieves a total discounted revenue of $459.6 million, approximately $283.1 million more than the estimated total General Fund revenues that would be generated by the Code Compliant Project. » The Beverly Hills Unified School District would also benefit from an increase in its share of property taxes, generating a total of $104.7 million over 30 years. ► The following table provides a summary of the comparative General Fund revenue analysis. For a summary of the methodology and key assumptions, refer to pages 13 through

17. The detailed General Fund Revenue Analysis is presented on Exhibits II-1A through II-5J.

Source: RCLCO
Comparative General Fund Revenue Analysis; Subject Site Scenario 1: Existing Project Scenario 2: Code Compliant Project Scenario 3: Planned Project Scenario 4: Proposed Project Years 1-30 (2022-2056) 1
Total Revenue $161,823,911 $272,026,106 $1,065,241,574 $1,095,407,518 Change from Scenario 2 ($110,202,195) $0 $793,215,468 $823,381,413 Net Present Value 2 $78,407,878 $176,557,410 $459,635,854 $472,779,891 Change from Scenario 2 ($98,149,532) $0 $283,078,444 $296,222,481 Years 1-30 (2022-2056); Excluding EMS Fee & Documentary Transfer Tax 1 Total Revenue $159,362,677 $268,088,902 $788,016,021 $813,067,086 Change from Scenario 2 ($108,726,226) $0 $519,927,119 $544,978,184 Net Present Value 2 $77,843,836 $175,655,119 $359,276,510 $370,568,892 Change from Scenario 2 ($97,811,283) $0 $183,621,391 $194,913,774 Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 9

RESIDUAL VALUE ANALYSIS
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 10

RESIDUAL VALUE ANALYSIS

SUMMARY OF KEY ASSUMPTIONS & INPUTS

PROJECT DEVELOPMENT
► Direct Costs: Direct costs are assumed to include site improvement costs and direct construction costs as well as basement parking, with the total direct cost numbers varying between scenarios 2 through 4. The construction costs for these scenarios were provided by TTRG and are consistent with construction costs for comparably-positioned, respective product types in Beverly Hills. ► Indirect Costs: Indirect costs include a variety of indirect construction expenses, including professional fees and permit fees, among a variety of other categories.

In addition to these costs, include leasing commissions and developer fees.

Additionally, Scenario 2 assumes the inclusion of approximately $9.8 million in inlieu parking fees. Refer to Exhibit I-2B through Exhibit I-2D for greater detail on indirect costs.
► Financing Costs: Financing costs assume an interest only construction loan with a 7.25% interest rate at a Loan-to-Cost (LTC) ratio of 65%.

PROJECT OPERATIONS
► Revenue – Hotel
» Based on the performance of Cheval Blanc hotels around the world, evaluations of comparable hotel performance in Beverly Hills, and information provided by LVMH, we assume the hotel could achieve a stabilized ADR of approximately $2,045 and $2,010 (including $120 for included F&B, services, etc.), in 2022 dollars, in Scenarios 3 and 4, respectively. The additional 6 rooms in Scenario 4 are assumed to be smaller rooms with lower ADR, bringing down the overall average. » Other Revenue: Additional income is projected to include such sources as food and beverage, spa, private members club, and onsite parking. ► Revenue – Revenue-Generating Commercial Spaces
» The revenue-generating commercial spaces at the site, which include a mix of street-level and above-street retail and commercial space, are expected to achieve rents consistent with what leasing data and broker conversations indicate is achieved by comparable spaces along Rodeo Drive and Beverly Boulevard.
► Vacancy: Vacancy for all uses is consistent with stabilized occupancy rates in the local market, and is assumed to be 25% for hotel and 5% for commercial. ► Operating Expenses – Hotel
» Hotel operating expenses include departmental expenses (which include a variety of costs for hotel rooms, the spa, the private members club, and food and beverage, including labor, licensing fees, cost of goods sold, cleaning supplies, etc.), as well as non-departmental expenses (which include administration, sales and marketing, maintenance and utilities, and other expenses).
» Fixed expenses include insurance, management fees, and other/miscellaneous expenses.
» Other expenses include property taxes, management incentive fees, and reserves.
► Operating Expenses – Commercial
» Commercial rents are assumed to be NNN; however, we conservatively assume additional operating expenses that cannot be passed through to the tenant, equal to 5% of effective gross income.

PROJECT VALUATION
► Threshold Return on Investment – Commercial (Scenarios 1 through 4) » Based on a cap rate of 3.75% plus 75 basis point spread for developer profit, results in the assumed threshold return on investment for the commercial operations of 4.5%.
► Threshold Return on Investment – Hotel (Scenarios 3 and 4) » Based on a cap rate of 3.25% plus 65 basis point spread for developer profit, results in the assumed threshold return on investment for the hotel operations of 3.9%.

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RESIDUAL VALUE ANALYSIS

CONCLUSIONS
Source: RCLCO

CONCLUSIONS
► RCLCO determined the estimated stabilized annual net operating income (expressed in 2022 dollars) for each development scenario, based on the assumptions outlined on the previous page and shown in Exhibits I-2A through I-2D.
► Using the respective threshold for private investment, calculated as the blended cap rate for each land use plus the blended spread to developer profit, we arrive at the value of the total supportable private investment for each scenario. ► Subsequently, the residual value for each project is calculated as the difference between the total supportable private investment and the total development costs. ► The Existing Project (Scenario 1) has a residual value of $422.9 million, whereas the Code Compliant Project (Scenario 2) has a higher residual value of $459.0 million. Both of these values are below the acquisition cost of $465 million, which is used as the comparison point for the value enhancement analysis. ► Based on this analysis, the value enhancement of Scenarios 3 and 4 versus the acquisition cost is negative, as they result in a respective decline in value of an estimated $237.5 million and $223.4 million, respectively.

Residual Value Analysis Summary; Subject Site (2022 Dollars) 1 Planned/Proposed project compared to maximum of existing project, code compliant project, or acquisition cost of $465 million.

Scenario 1: Existing Project
Scenario 2:

Code Compliant Project Scenario 3: Planned Project Scenario 4: Proposed Project NOI $16,045,645 $28,265,314 $33,647,944 $34,247,322
Threshold Return on Investment 3.8% 4.5% 4.1% 4.1%
Total Supportable Private Investment $427,883,853 $628,118,089 $820,211,381 $835,580,034 Hard Cost - $74,668,941 $375,992,109 $379,924,232
Soft Cost $4,919,462 $43,751,970 $115,989,997 $117,328,850 Financing Cost - $50,524,249 $100,762,968 $96,744,501
Total Cost $4,919,462 $168,945,160 $592,745,074 $593,997,583 Residual Value (Rounded) $422,964,000 $459,173,000 $227,466,000 $241,582,000 Residual Value Difference 1
($237,534,000) ($223,418,000)
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GENERAL FUND REVENUE ANALYSIS
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GENERAL FUND REVENUE ANALYSIS

SUMMARY OF REVENUES
Source: RCLCO

SUMMARY OF GENERAL FUND REVENUES
► The Planned Project is expected to a total of more than $1 billion in General Fund revenues to the City of Beverly Hills over 30 years (assuming the project delivers in 2027, and extending through 2056).
» This total includes $788 million in recurring General Fund revenues along with $277.2 million in fees associated with a sale or transfer (EMS Fee and Documentary Transfer Tax).
» The annual recurring General Fund revenues would start at $13.6 million in Year 1 (2027) and increase to $39.5 million in Year 30 (2056). ► The Planned Project would generate over $793 million in additional General Fund revenues to the City of Beverly Hills compared to the Code Compliant Project. The majority of this increase is generated by the Transient Occupancy Taxes and Municipal Surcharge. ► The Planned Project would also result in an overall higher property value, which leads to a meaningful increase in Property Tax revenues to the City as well. » Additionally, the Beverly Hills Unified School District would benefit from the increase in property value as it receives 15.3% of the general 1% Property Tax. The Planned Project is estimated to generate a total of $104.7 million in revenues to the Beverly Hills Unified School District over 30 years.

Scenario 1: Existing
Project
Scenario 2: Code
Compliant Project
Scenario 3: Planned
Project
Scenario 4: Proposed
Project
Years 1-30 (2022-2056)
Sales Tax Revenues $82,903,143 $148,577,010 $69,322,438 $70,660,881 Property Tax Revenues $64,496,169 $98,057,299 $127,875,062 $129,765,485 Documentary Transfer Tax $2,461,234 $3,937,204 $4,990,967 $5,083,052 EMS Fee $0 $0 $272,234,586 $277,257,380
Transient Occupancy Tax Revenues $0 $0 $421,922,264 $437,528,684 Municipal Surcharge $0 $0 $150,686,523 $156,260,244
Business Tax Revenues $10,337,489 $18,530,763 $6,183,506 $6,183,506 Other Revenues $1,625,875 $2,923,830 $12,026,228 $12,668,285 Total General Fund Revenues $161,823,911 $272,026,106 $1,065,241,574 $1,095,407,518 Change from Scenario 2 ($110,202,195) $0 $793,215,468 $823,381,413 Total General Fund Revenues Excluding EMS & Transfer Tax $159,362,677 $268,088,902 $788,016,021 $813,067,086 Change from Scenario 2 ($108,726,226) $0 $519,927,119 $544,978,184 Summary of General Fund Revenues by Category; Subject Site Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 14

GENERAL FUND REVENUE ANALYSIS

SALES TAX REVENUES

SALES TAX
The State of California levies a sales tax on all gross receipts from the sale of tangible property other than property sold for resale. Sales tax is payable by retailers, both at retail establishments as well as restaurants and fitness and health clubs where tangible products are sold. The City of Beverly Hills receives sales tax revenue equal to 1% of all taxable sales within city limits. Los Angeles County and the State of California receive the balance of the tax.

RCLCO calculated the expected annual sales tax revenue from three sources of taxable retail sales at the Subject Site:
► Direct Onsite Retail Sales:
» Retail Sales: Based on luxury retail brand sales of $7,000 per selling area square foot, we assume that the ground-floor spaces achieve sales per square foot of $7,000 per square foot, and that 80% of the sales take place within the ground-floor leasable retail area. › All Scenarios assume that both the ground-floor and above-street commercial space would be occupied by retail tenants. › The blended average sales per square foot is $3,000 for Scenarios 1 and 2, and $4,000 for Scenarios 3 and 4, based on the distribution of leasable retail space within each scenario.
» Spa Retail Sales (Scenarios 3 and 4 Only): Based on estimates provided by LVMH, we assume that spa retail sales are equal to 28% of total spa revenue » Restaurant Sales (Scenarios 3 and 4 Only): Based on RCLCO research, we assume that 85% of total food and beverage revenues occurring at the hotel’s onsite restaurant are taxable.
► Indirect Retail Sales in City of Beverly Hills:
» RCLCO projected additional retail expenditures generated by the project by its employees and hotel visitors. › Employee Retail Expenditures: We utilized ICSC data to understand average annual retail expenditures by employees, then filtered these expenditures to reflect taxable, off-site retail expenditures. Given the number of projected recurring employees at the Subject Site, we apply the spending estimates derived from ICSC to estimate total retail expenditures by employees. We then make assumptions regarding portion of sales that are taxable, and that are spent offsite. › Hotel Visitor Expenditures: Given the number of hotel rooms, and a 75% occupancy rate, we estimate the total number of annual visitors at the hotel. Based on a daily spending estimate for hotel visitors in Los Angeles from Dean Runyon Associates, scaled to reflect the difference in average ADR in Los Angeles from the expected ADR at the Subject Property, we estimate a daily spending amount per key.

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GENERAL FUND REVENUE ANALYSIS

PROPERTY, TRANSIENT OCCUPANCY, & BUSINESS TAXES

PROPERTY TAX
► Direct Property Tax: As mandated by California state law, Los Angeles County levies a 1% annual tax on a given property’s total assessed valuation. This tax is collected by the County and is subsequently remitted to cities and other local agencies based on apportionment factors unique to the local tax rate area. » The City of Beverly Hills receives 17.42% of these property tax revenues. » Outside of the General Fund, the Beverly Hills Unified School District receives 15.32% of these property tax revenues. ► Documentary Transfer Tax: In addition to direct property tax, the County levies tax upon sale of the property equal to 0.11%, of which Beverly Hills receives 50%. We assume a 10% likelihood that the project will be sold (i.e., that a sale occurs every 10 years). ► Property Tax in lieu of VLF: The Vehicle License Fee changed pursuant to State legislation in 2004. Most of the funds previously received by municipalities were swapped for additional property tax, now referred to as “Property Tax in Lieu of VLF.” Property Tax in Lieu of VLF is a constitutionally protected revenue source provided to cities and counties in place of a backfill from the State General Fund on the VLF tax rate. RCLCO calculated the relationship of property tax in lieu of VLF revenues to the total assessed value of property in the City of Beverly Hills, and applied this relationship to the total development value of the proposed development to calculate the estimated Property Tax in Lieu of VLF revenue resulting from the incremental increase in the City’s total value of all assessed property.

TRANSIENT OCCUPANCY TAX
► The City of Beverly Hills levies a transient occupancy tax on every room that is rented within the City of Beverly Hills for 30 days or less of 14%.

BUSINESS TAX
► The City of Beverly Hills levies a business tax on every person who engages in business within the City of Beverly Hills. Business tax rates vary by type of business, but are applied to each business’s total gross receipts.

OTHER REVENUES
► There are a handful of other revenue categories which would be impacted by the incremental increase in residents and resident-equivalents at the proposed development, but that cannot be directly quantified in the same way as other revenues such as property tax or sales tax revenue. Thus, to determine the development’s impact on these other revenue categories, we employ the average cost approach, which assumes that the City of Beverly Hills will receive additional revenue for each respective revenue category that is equivalent to the current revenue per city resident or resident-equivalent. Note that resident-equivalents denote the sum of all residents and a share of all employees.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 16

REVENUES FROM DEVELOPMENT AGREEMENT
Source: RCLCO

ADDITIONAL REVENUES GENERATED BASED ON DRAFT DEVELOPMENT AGREEMENT ► The Draft Development Agreement includes both a Municipal Surcharge and Environmental Mitigation and Sustainability (“EMS”) Fee. » Municipal Surcharge: Similar to the Transient Occupancy Tax, the Municipal Surcharge is a 5% charge of the Gross Room Revenue to the City of Beverly Hills. › The Municipal Surcharge is based on the assumptions related to ADR and Occupancy for the Planned and Proposed Project scenarios presented in Exhibits II-4C and II-5C.
» EMS Fee: For each sale or transfer of the Planned or Proposed project, the seller pays a 3% fee of the sale price to the City of Beverly Hills. › The EMS Fee is calculated using a similar methodology as applied for the Documentary Transfer Tax described on page 15. We assume a 10% likelihood that the project will be sold (i.e., that a sale occurs every 10 years). At the time of sale, assessed property values, which inform the potential revenues for the three property tax revenues, are expected to reset to their market values, which are assumed to appreciate by 5% per year from the base year. 1 Assumes project delivers in 2027.
2 Net Present Value based on a 4% discount rate.

Additional Revenues to City of Beverly Hills from Operation of Planned/Proposed Project; Subject Site Scenario 1: Existing Project Scenario 2: Code Compliant Project Scenario 3: Planned Project Scenario 4: Proposed Project Years 1-10 (2022-2036) 1
Total Municipal Surcharge $0 $0 $37,810,419 $39,208,983 Total EMS Fee $0 $0 $51,538,181 $52,489,073
Total $0 $0 $89,348,601 $91,698,057
NPV Years 1-10 (2022-2036) 2
NPV Municipal Surcharge $0 $0 $25,890,711 $26,848,378
NPV EMS Fee $0 $0 $29,762,015 $30,311,132
NPV Total $0 $0 $55,652,726 $57,159,510
Years 1-30 (2022-2056) 1
Total Municipal Surcharge $0 $0 $150,686,523 $156,260,244 Total EMS Fee $0 $0 $272,234,586 $277,257,380
Total $0 $0 $422,921,109 $433,517,624
NPV Years 1-30 (2022-2056) 2
NPV Municipal Surcharge $0 $0 $68,786,502 $71,330,835
NPV EMS Fee $0 $0 $98,552,548 $100,370,866
NPV Total $0 $0 $167,339,049 $171,701,702
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 17

GENERAL FUND REVENUE CATEGORIES
► RCLCO projected the impact on future General Fund revenues for each scenario for 30 years (2022-2056). The analysis assumes that the projects in Scenarios 2 through 4 would be delivered in 2027 (i.e., Year 1 equals 2027 and Year 30 equals 2056).
► The static General Fund revenues provide an estimate of base stabilized year 2022 revenues for each scenario, expressed in constant 2022 dollars which are adjusted to reflect five years of inflation to reach the projected revenues in 2027. In each following year, revenues are subsequently escalated, based on two approaches:
» Sales Tax, Business Tax, Transient Occupancy Tax (where applicable), and Other Revenues are increased by 2.5% per year, based on RCLCO’s assumption of future inflation, driven by our assessment of third-party estimates of forecasted CPI growth by Moody’s. » The three General Fund revenue categories pertaining to Property Tax (Direct Property Tax, Documentary Transfer Tax, and Property Tax in lieu of VLF) are based on a taxable property value assumed to grow by the statutory rate of 2.0% per year until the time of sale, assumed to be once every ten years. At the time of sale, assessed property values, which inform the potential revenues for the three property tax revenues, are expected to reset to their market values, which are assumed to appreciate by 5% per year from the base year.
► Over 30 years, the Planned Project is anticipated to generate $1.065 billion in total General Fund revenues, over $793 million higher than the Code Compliant Project.
► The Net Present Value of 30-year future revenues for Scenario 3 is projected to be $459.6 million, or a $283.1 million increase versus the Code Compliant Project.

Source: RCLCO
THE PLANNED PROJECT IS EXPECTED TO GENERATE OVER $1 BILLION IN GENERAL FUND REVENUE THROUGH 2056 General Fund Revenue By Category ($ in Millions)
$162
$272
$1,065
$1,095
$0
$200
$400
$600
$800
$1,000
$1,200
Scenario 1:

Existing
Project
Scenario 2:

Code
Compliant
Project
Scenario 3:

Planned
Project
Scenario 4:

Proposed
Project
General Fund Revenues (30 Years; $ Millions)
EMS Fee & Documentary
Transfer Tax
Other Taxes
Sales Tax
Property Tax
TOT & Municipal Surcharge
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 18

DISCLAIMERS
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 19

CRITICAL ASSUMPTIONS
Our conclusions are based on our analysis of the information available from our own sources and from the client as of the date of this report. We assume that the information is correct, complete, and reliable.

We made certain assumptions about the future performance of the global, national, and local economy and real estate market, and on other factors similarly outside either our control or that of the client. We analyzed trends and the information available to us in drawing these conclusions. However, given the fluid and dynamic nature of the economy and real estate markets, as well as the uncertainty surrounding particularly the near-term future, it is critical to monitor the economy and markets continuously and to revisit the aforementioned conclusions periodically to ensure that they are reflective of changing market conditions.

We assume that the economy and real estate markets will experience a period of slower growth in the next 12 to 24 months, and then return to a stable and moderate rate in 2024 and beyond. However, stable and moderate growth patterns are historically not sustainable over extended periods of time, the economy is cyclical, and real estate markets are typically highly sensitive to business cycles. Further, it is very difficult to predict when inflection points in economic and real cycles will occur.

With the above in mind, we assume that the long-term average absorption rates and price changes will be as projected, realizing that most of the time performance will be either above or below said average rates.

Our analysis does not consider the potential impact of future economic shocks on the national and/or local economy, and does not consider the potential benefits from major "booms” that may occur. Similarly, the analysis does not reflect the residual impact on the real estate market and the competitive environment of such a shock or boom. Also, it is important to note that it is difficult to predict changing consumer and market psychology.

As such, we recommend the close monitoring of the economy and the marketplace, and updating this analysis as appropriate.

Further, the project and investment economics should be “stress tested” to ensure that potential fluctuations in revenue and cost assumptions resulting from alternative scenarios regarding the economy and real estate market conditions will not cause failure.

In addition, we assume that the following will occur in accordance with current expectations:
► Economic, employment, and household growth
► Other forecasts of trends and demographic and economic patterns, including consumer confidence levels ► The cost of development and construction
► Tax laws (i.e., property and income tax rates, deductibility of mortgage interest, and so forth) ► Availability and cost of capital and mortgage financing for real estate developers, owners and buyers ► Competitive projects will be developed as planned (active and future) and that a reasonable stream of supply offerings will satisfy real estate demand ► Major public works projects occur and are completed as planned Should any of the above change, this analysis should be updated, with the conclusions reviewed accordingly (and possibly revised).

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 20 Reasonable efforts have been made to ensure that the data contained in this study reflect accurate and timely information and are believed to be reliable. This study is based on estimates, assumptions, and other information developed by RCLCO from its independent research effort, general knowledge of the industry, and consultations with the client and its representatives. No responsibility is assumed for inaccuracies in reporting by the client, its agent, and representatives or in any other data source used in preparing or presenting this study. This report is based on information that to our knowledge was current as of the date of this report, and RCLCO has not undertaken any update of its research effort since such date.

Our report may contain prospective financial information, estimates, or opinions that represent our view of reasonable expectations at a particular time, but such information, estimates, or opinions are not offered as predictions or assurances that a particular level of income or profit will be achieved, that particular events will occur, or that a particular price will be offered or accepted. Actual results achieved during the period covered by our prospective financial analysis may vary from those described in our report, and the variations may be material. Therefore, no warranty or representation is made by RCLCO that any of the projected values or results contained in this study will be achieved.

No abstracting, excerpting, or summarization of this study may be made without first obtaining the prior written consent of RCLCO. This report is not to be used in conjunction with any public or private offering of securities or other similar purpose where it may be relied upon to any degree by any person other than the client without first obtaining the prior written consent of RCLCO. This study may not be used for any purpose other than that for which it is prepared or for which prior written consent has first been obtained from RCLCO.

LIST OF EXHIBITS
I. RESIDUAL VALUE ANALYSIS 24
Exhibit I-1A Comparative Residual Value Analysis (Unescalated); Beverly Hills, CA; October 2022 Exhibit I-1B Summary of Residual Value Analysis (Unescalated); Beverly Hills, CA; October 2022 Exhibit I-2A Residual Value Analysis (Unescalated); Scenario 1: Existing Project; Beverly Hills, CA; October 2022 Exhibit I-2B Residual Value Analysis (Unescalated); Scenario 2: Code Compliant Project; Beverly Hills, CA; October 2022 Exhibit I-2C Residual Value Analysis (Unescalated); Scenario 3: Planned Project; Beverly Hills, CA; October 2022 Exhibit I-2D Residual Value Analysis (Unescalated); Scenario 4: Proposed Project; Beverly Hills, CA; October 2022 II. GENERAL FUND REVENUE ANALYSIS 38
Exhibit II-1A Summary of General Fund Revenue Analysis - Stabilized Revenue Analysis (2022 $); Beverly Hills, CA; October 2022 Exhibit II-1B Summary of General Fund Revenue Analysis; Beverly Hills, CA; 2022-2056 Exhibit II-1C Summary of General Fund Revenue Analysis - Years 1-10 & Years 1-30; Beverly Hills, CA; 2022-2056 Exhibit II-1D Net Present Value Summary of General Fund Revenue Analysis; Beverly Hills, CA; 2022-2056 Exhibit II-1E Additional Revenue Analysis from Development Agreement; Beverly Hills, CA; 2022-2056 Exhibit II-2A General Fund Impact Analysis: Sales Tax Revenue; Scenario 1: Existing Project; Beverly Hills, CA; October 2022 Exhibit II-2B General Fund Impact Analysis: Property Tax Revenue; Scenario 1: Existing Project; Beverly Hills, CA; October 2022 Exhibit II-2C General Fund Impact Analysis: Business Tax Revenue; Scenario 1: Existing Project; Beverly Hills, CA; October 2022 Exhibit II-2D General Fund Impact Analysis: Resident Equivalent Revenues; Scenario 1: Existing Project; Beverly Hills, CA; October 2022 Exhibit II-2E Resident Equivalent Assumptions; Scenario 1: Existing Project; Beverly Hills, CA; October 2022 Exhibit II-2F Property Tax Revenue Analysis; Scenario 1: Existing Project; Beverly Hills, CA; 2022-2056 Exhibit II-2G Motor Vehicle In-Lieu Fee Revenue Analysis; Scenario 1: Existing Project; Beverly Hills, CA; 2022-2056 Exhibit II-2H Documentary Transfer Fee Revenue Analysis; Scenario 1: Existing Project; Beverly Hills, CA; 2022-2056 Exhibit II-2I Other Revenue Sources Analysis; Scenario 1: Existing Project; Beverly Hills, CA; 2022-2056 Exhibit II-3A General Fund Impact Analysis: Sales Tax Revenue; Scenario 2: Code Compliant Project; Beverly Hills, CA; October 2022 Exhibit II-3B General Fund Impact Analysis: Property Tax Revenue; Scenario 2: Code Compliant Project; Beverly Hills, CA; October 2022 Exhibit II-3C General Fund Impact Analysis: Business Tax Revenue; Scenario 2: Code Compliant Project; Beverly Hills, CA; October 2022 Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 23

LIST OF EXHIBITS
Exhibit II-3D General Fund Impact Analysis: Resident Equivalent Revenues; Scenario 2: Code Compliant Project; Beverly Hills, CA; October 2022 Exhibit II-3E Resident Equivalent Assumptions; Scenario 2: Code Compliant Project; Beverly Hills, CA; October 2022 Exhibit II-3F Property Tax Revenue Analysis; Scenario 2: Code Compliant Project; Beverly Hills, CA; 2022-2056 Exhibit II-3G Motor Vehicle In-Lieu Fee Revenue Analysis; Scenario 2: Code Compliant Project; Beverly Hills, CA; 2022-2056 Exhibit II-3H Documentary Transfer Fee Revenue Analysis; Scenario 2: Code Compliant Project; Beverly Hills, CA; 2022-2056 Exhibit II-3I Other Revenue Sources Analysis; Scenario 2: Code Compliant Project; Beverly Hills, CA; 2022-2056 Exhibit II-4A General Fund Impact Analysis: Sales Tax Revenue; Scenario 3: Planned Project; Beverly Hills, CA; October 2022 Exhibit II-4B General Fund Impact Analysis: Property Tax Revenue; Scenario 3: Planned Project; Beverly Hills, CA; October 2022 Exhibit II-4C General Fund Impact Analysis: Transient Occupancy Tax Revenue; Scenario 3: Planned Project; Beverly Hills, CA; October 2022 Exhibit II-4D General Fund Impact Analysis: Business Tax Revenue; Scenario 3: Planned Project; Beverly Hills, CA; October 2022 Exhibit II-4E General Fund Impact Analysis: Resident Equivalent Revenues; Scenario 3: Planned Project; Beverly Hills, CA; October 2022 Exhibit II-4F Resident Equivalent Assumptions; Scenario 3: Planned Project; Beverly Hills, CA; October 2022 Exhibit II-4G Property Tax Revenue Analysis; Scenario 3: Planned Project; Beverly Hills, CA; 2022-2056 Exhibit II-4H Motor Vehicle In-Lieu Fee Revenue Analysis; Scenario 3: Planned Project; Beverly Hills, CA; 2022-2056 Exhibit II-4I Documentary Transfer Fee Revenue Analysis; Scenario 3: Planned Project; Beverly Hills, CA; 2022-2056 Exhibit II-4J Other Revenue Sources Analysis; Scenario 3: Planned Project; Beverly Hills, CA; 2022-2056 Exhibit II-5A General Fund Impact Analysis: Sales Tax Revenue; Scenario 4: Proposed Project; Beverly Hills, CA; October 2022 Exhibit II-5B General Fund Impact Analysis: Property Tax Revenue; Scenario 4: Proposed Project; Beverly Hills, CA; October 2022 Exhibit II-5C General Fund Impact Analysis: Transient Occupancy Tax Revenue; Scenario 4: Proposed Project; Beverly Hills, CA; October 2022 Exhibit II-5D General Fund Impact Analysis: Business Tax Revenue; Scenario 4: Proposed Project; Beverly Hills, CA; October 2022 Exhibit II-5E General Fund Impact Analysis: Resident Equivalent Revenues; Scenario 4: Proposed Project; Beverly Hills, CA; October 2022 Exhibit II-5F Resident Equivalent Assumptions; Scenario 4: Proposed Project; Beverly Hills, CA; October 2022 Exhibit II-5G Property Tax Revenue Analysis; Scenario 4: Proposed Project; Beverly Hills, CA; 2022-2056 Exhibit II-5H Motor Vehicle In-Lieu Fee Revenue Analysis; Scenario 4: Proposed Project; Beverly Hills, CA; 2022-2056 Exhibit II-5I Documentary Transfer Fee Revenue Analysis; Scenario 4: Proposed Project; Beverly Hills, CA; 2022-2056 Exhibit II-5J Other Revenue Sources Analysis; Scenario 4: Proposed Project; Beverly Hills, CA; 2022-2056

REAL ESTATE CONSULTING

EXHIBITS
I. RESIDUAL VALUE ANALYSIS
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 24

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-1A
Comparative Residual Value Analysis (Unescalated)
Beverly Hills, CA
October 2022
Scenario 1: Existing
Project
Scenario 2: Code
Compliant Project
Scenario 3: Planned
Project
Scenario 4: Proposed
Project
Reference Exhibit I-2A Exhibit I-2B Exhibit I-2C Exhibit I-2D

METRICS
Total Construction Costs $4,919,462 $168,945,160 $592,745,074 $593,997,583 Commercial NOI $16,045,645 $28,265,314 $12,447,753 $12,447,753 Hotel NOI - - $21,200,191 $21,799,569
Total NOI $16,045,645 $28,265,314 $33,647,944 $34,247,322 Supportable Investment $427,883,853 $628,118,089 $820,211,381 $835,580,034 Residual Land Value
Total (Rounded) $422,964,000 $459,173,000 $227,466,000 $241,582,000 Residual Value Difference 1
($42,036,000) ($5,827,000) ($237,534,000) ($223,418,000) 1 Planned/Proposed project compared to maximum of existing project, code compliant project, or acquisition cost of $465 million.

Source: RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 25

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-1B
Summary of Residual Value Analysis (Unescalated)
Beverly Hills, CA
October 2022
Scenario 1: Existing
Project
Scenario 2: Code
Compliant Project
Scenario 3: Planned
Project
Scenario 4: Proposed
Project
Reference Exhibit I-2A Exhibit I-2B Exhibit I-2C Exhibit I-2D

PROJECT CHARACTERISTICS
Hotel Keys - - 109 115
Avg. SF/Key - - 753 714
Hotel Net SF - - 82,120 82,120
Retail/Commercial Net SF 52,839 105,315 25,036 25,036
Total Net SF 52,839 105,315 107,156 107,156
Total Gross SF 56,787 114,825 253,598 253,598

METRICS
Hard Cost - $74,668,941 $375,992,109 $379,924,232
Soft Cost $4,919,462 $43,751,970 $115,989,997 $117,328,850 Financing Cost - $50,524,249 $100,762,968 $96,744,501
Total Cost $4,919,462 $168,945,160 $592,745,074 $593,997,583 NOI $16,045,645 $28,265,314 $33,647,944 $34,247,322
Threshold Return on Investment 3.8% 4.5% 4.1% 4.1%
Total Supportable Private Investment $427,883,853 $628,118,089 $820,211,381 $835,580,034 Residual Value (Rounded) $422,964,000 $459,173,000 $227,466,000 $241,582,000 Source: RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 26

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2A
Residual Value Analysis (Unescalated)
Scenario 1: Existing Project
Beverly Hills, CA
October 2022
468 N Rodeo 456 N Rodeo 461 N Beverly 449 N Beverly Total

PROJECT CHARACTERISTICS
Land Area (SF; Excluding Alley) 15,286 7,644 22,051 7,626 52,607 Land Area (Acres; Excluding Alley) 0.35 0.18 0.51 0.18 1.21

RETAIL/COMMERCIAL
Gross Square Feet - Total 20,265 6,895 23,351 6,276 56,787 Gross Square Feet - Street-Level (Rodeo) 55% 11,146 80% 5,516 0% 0 0% 0 16,662 Gross Square Feet - Above-Street (Rodeo) 45% 9,119 20% 1,379 0% 0 0% 0 10,498 Gross Square Feet - Street-Level (Beverly) 0% 0 0% 0 50% 11,676 100% 6,276 17,952 Gross Square Feet - Above-Street (Beverly) 0% 0 0% 0 50% 11,676 0% 0 11,676 Net Square Feet - Total Rent/SF 18,796 6,481 21,600 5,962 52,839 Net Square Feet - Street-Level (Rodeo) $800 95% 10,588 95% 5,240 95% 0 95% 0 15,829 Net Square Feet - Above-Street (Rodeo) $120 90% 8,207 90% 1,241 90% 0 90% 0 9,448 Net Square Feet - Street-Level (Beverly) $144 95% 0 95% 0 95% 11,092 95% 5,962 17,054 Net Square Feet - Above-Street (Beverly) $96 90% 0 90% 0 90% 10,508 90% 0 10,508

OPERATIONS
Retail/Commercial Operations
Rent/NSF $503 $9,455,649 $670 $4,341,092 $121 $2,605,972 $144 $858,557 $17,261,269 Other Income (% of Potential Rental Revenue) 3% $283,669 3% $130,233 3% $78,179 3% $25,757 $517,838 Gross Potential Revenue $9,739,318 $4,471,325 $2,684,151 $884,314 $17,779,107 Less: Vacancy (% of Gross Potential Revenue) 5% ($486,966) 5% ($223,566) 5% ($134,208) 5% ($44,216) ($888,955) Effective Gross Income $9,252,353 $4,247,759 $2,549,943 $840,098 $16,890,152 Less: Operating Expenses (% of EGI) 5% ($462,618) 5% ($212,388) 5% ($127,497) 5% ($42,005) ($844,508) Estimated Stabilized Net Operating Income - Retail/Office $8,789,735 $4,035,371 $2,422,446 $798,093 $16,045,645 Total Estimated Stabilized NOI $8,789,735 $4,035,371 $2,422,446 $798,093 $16,045,645

SUPPORTABLE PRIVATE INVESTMENT
Threshold Return on Investment 1

3.75% 3.75% 3.75% 3.75%
Supportable Private Investment - Retail/Office $234,392,931 $107,609,883 $64,598,561 $21,282,478 $427,883,853 Total Supportable Private Investment $234,392,931 $107,609,883 $64,598,561 $21,282,478 $427,883,853

INDIRECT COSTS
Leasing Commissions (Rate x Term) 30% $2,694,860 30% $1,237,211 30% $742,702 30% $244,689 $4,919,462 Total Indirect Costs $2,694,860 $1,237,211 $742,702 $244,689 $4,919,462 Estimated Total Costs $2,694,860 $1,237,211 $742,702 $244,689 $4,919,462 Estimated Residual Land Value $231,698,071 $106,372,671 $63,855,859 $21,037,790 $422,964,392 1 Based on prevailing cap rate of 3.75%, plus 75 basis point spread for developer profit.

Source: CoStar; RCA; Loopnet; STR; Broker Interviews; LVMH; RCLCO Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 27

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2B
Residual Value Analysis (Unescalated)
Scenario 2: Code Compliant Project
Beverly Hills, CA
October 2022

PROJECT CHARACTERISTICS
Land Area (SF; Excluding Alley) 52,607
Land Area (Acres; Excluding Alley) 1.21

RETAIL/COMMERCIAL
Gross Square Feet - Total 114,825
Gross Square Feet - Street-Level (Rodeo) 17% 18,993
Gross Square Feet - Above-Street (Rodeo) 32% 36,281
Gross Square Feet - Street-Level (Beverly) 18% 20,463
Gross Square Feet - Above-Street (Beverly) 34% 39,089
Net Square Feet - Total Rent/SF 105,315
Net Square Feet - Street-Level (Rodeo) $800 95% 18,043
Net Square Feet - Above-Street (Rodeo) $300 90% 32,653
Net Square Feet - Street-Level (Beverly) $144 95% 19,440 Net Square Feet - Above-Street (Beverly) $96 90% 35,180

OPERATIONS
Retail/Commercial Operations
Rent/NSF $289 $30,406,706
Other Income (% of Potential Rental Revenue) 3% $912,201 Gross Potential Revenue $31,318,907
Less: Vacancy (% of Gross Potential Revenue) 5% ($1,565,945) Effective Gross Income $29,752,962
Less: Operating Expenses (% of EGI) 5% ($1,487,648)
Estimated Stabilized Net Operating Income - Retail/Commercial $28,265,314 Total Estimated Stabilized NOI $28,265,314

SUPPORTABLE PRIVATE INVESTMENT
Threshold Return on Investment 1

4.50%
Total Supportable Private Investment $628,118,089
Total Project

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Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 28

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2B
Residual Value Analysis (Unescalated)
Scenario 2: Code Compliant Project
Beverly Hills, CA
October 2022
Total Project
DIRECT COSTS 2
Site Costs (per acre) $1,760,617 $2,125,391
Hard Costs (per GSF) $525 $60,298,235
Hard Cost Contingency (% of Site and Hard Costs) 10.00% $6,242,363 Insurance (% of Site and Hard Costs + Contingency) 1.50% $1,029,990 Bonds/SDI (% of Site and Hard Costs) 1.10% $686,660
Contractors Contingency (% of Site and Hard Costs + Contingency) 3.00% $2,111,479 Contractors Fee OH&P (% of Site and Hard Costs + Contingency) 3.00% $2,174,824 Total Direct Costs $74,668,941
INDIRECT COSTS 2
In-Lieu Parking Fee $9,796,241
Professional Fees (% of Direct Costs) 10.00% $7,466,894 Permits & Fees (% of Direct Costs) 12.00% $8,960,273
FF&E (% of Direct Costs) 1.50% $1,120,034
OS&E (% of Direct Costs) 0.25% $186,672
Sales & Marketing (% of Direct Costs) 1.50% $1,120,034
Insurance (% of Direct Costs) 2.25% $1,680,051
Other Soft Costs (% of Direct Costs) 1.75% $1,306,706
Leasing Commissions (Rate x Term) 30.00% $8,665,911
Developer Fee (% of Direct and Indirect Costs) 3.00% $3,449,153 Total Indirect Costs $43,751,970

FINANCING COSTS
Max Costs $628,118,089
Max Construction Loan Amount 65% $408,276,758
Average Loan Balance 75% $306,207,568
Interest Rate 7.25% $22,200,049
Term (Years) 2 $44,400,097
Loan Fees 1.5% $6,124,151
Total Financing Costs $50,524,249
Estimated Total Construction Costs $168,945,160
Estimated Residual Land Value $459,172,929
1 Based on prevailing cap rate of 3.75%, plus 75 basis point spread for developer profit. 2 Construction costs provided by TTRG.

Source: CoStar; RCA; Loopnet; STR; Broker Interviews; LVMH; Turner & Townsend + Ridgeway Group ("TTRG"); RCLCO

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2C
Residual Value Analysis (Unescalated)
Scenario 3: Planned Project
Beverly Hills, CA
October 2022
Project Total

PROJECT CHARACTERISTICS
Land Area (SF; Excluding Alley) 52,607
Land Area (Acres; Excluding Alley) 1.21

RETAIL/COMMERCIAL
Gross Square Feet - Total 25,036
Gross Square Feet - Street-Level 47% 11,760
Gross Square Feet - Above-Street 53% 13,276
Net Square Feet - Total Rent/SF 25,036
Net Square Feet - Street-Level $800 100% 11,760
Net Square Feet - Above-Street $300 100% 13,276
HOTEL
Gross Square Feet - Hotel 228,562
Net Square Feet - Hotel 36% 82,120
Hotel Keys 109
Average SF/Key 753

OPERATIONS
Retail/Commercial Operations
Rent/SF $535 $13,390,800
Other Income (% of Potential Rental Revenue) 3% $401,724 Gross Potential Revenue $13,792,524
Less: Vacancy (% of Gross Potential Revenue) 5% ($689,626) Effective Gross Income $13,102,898
Less: Operating Expenses (% of EGI) 5% ($655,145)
Estimated Stabilized Net Operating Income - Retail/Commercial $12,447,753 Hotel Operations
Gross Potential Room Revenue $2,045 $81,360,325
Less: Vacancy (% of Gross Potential Room Revenue) 25.0% ($20,340,081) Total Room Revenue $61,020,244
Less: Included Services (included in F&B revenue below) $90 ($3,580,650) Total Room Revenue (excluding Services charge) $57,439,594 Food & Beverage (% of Room Revenue) 1

41.2% $23,652,000
Spa (% of Room Revenue) 2

3.9% $2,217,882
Club (% of Room Revenue) 3

13.8% $7,920,500
Other Departmental Income (% of Room Revenue) 4

2.6% $1,495,000
Total Revenue $92,724,976

Page 1 of 4 ends

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2C
Residual Value Analysis (Unescalated)
Scenario 3: Planned Project
Beverly Hills, CA
October 2022
Project Total
Departmental Expenses: Room (% of Total Revenue) 5

25.0% ($14,359,898)
Departmental Expenses: Food & Beverage (% of Total Revenue) 5

92.5% ($21,878,100)
Departmental Expenses: Spa (% of Total Revenue) 5

80.0% ($1,774,306)
Departmental Expenses: Club (% of Total Revenue) 5

27.5% ($2,178,138)
Departmental Expenses: Other Departmental (% of Total Revenue) 5

42.5% ($635,375)
Less: Total Departmental Expenses ($40,825,816)
Departmental Profit/Loss $51,899,159
Less: Administrative Expenses (% of Total Revenue) 5

8.75% ($8,113,435)
Less: Sales & Marketing (% of Total Revenue) 5

5.80% ($5,378,049)
Less: Maintenance & Utilities (% of Total Revenue) 5

3.60% ($3,338,099)
Less: Total Undistributed Expenses ($16,829,583)
Gross Operating Profit $35,069,576
Less: Insurance (% of Total Revenue) 5

1.00% ($927,250)
Less: Management (% of Total Revenue) 5

3.50% ($3,245,374)
Less: FF&E Reserve (% of Total Revenue) 5

3.50% ($3,245,374)
Less: Total Fixed Charges ($7,417,998)
Less: Property Taxes 1.19% ($6,451,387)
Estimated Stabilized Net Operating Income - Hotel $21,200,191 Total Estimated Stabilized NOI $33,647,944

SUPPORTABLE PRIVATE INVESTMENT
Threshold Return on Investment - Retail/Commercial 6

4.50%
Retail/Commercial $276,616,731
Threshold Return on Investment - Hotel 7

3.90%
Hotel $543,594,649
Total Supportable Private Investment $820,211,381

Page 2 of 4 ends

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 31

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2C
Residual Value Analysis (Unescalated)
Scenario 3: Planned Project
Beverly Hills, CA
October 2022
Project Total
DIRECT COSTS 8
Site Costs (per acre) $8,242,617 $9,950,368
Site Costs Contingency (% of Site Costs) 7.6% $760,208
Hard Costs - Core and Shell (per GSF) $989 $250,700,110 Hard Cost Contingency (% of Hard Costs) 7.6% $19,153,488 Finishes Cost (per GSF) $350 $88,654,714
Finishes Cost Contingency (% of Finishes Cost) 7.6% $6,773,220 Total Direct Costs $375,992,109
INDIRECT COSTS 8
Professional Fees (% of Direct Costs) 6.0% $22,720,944
Permits & Fees (% of Direct Costs) 7.5% $28,078,889
FF&E (% of Direct Costs) 8.5% $31,997,364
OS&E (% of Direct Costs) 0.9% $3,199,737
Sales & Marketing (% of Direct Costs) 0.8% $3,062,895
Insurance (% of Direct Costs) 1.0% $3,618,941
Other Soft Costs (% of Direct Costs) 1.4% $5,165,273
Leasing Commissions (Rate x Term) 30.0% $3,816,378
Developer Fee (% of Direct and Indirect Costs) 3.0% $14,329,576 Total Indirect Costs $115,989,997

FINANCING COSTS
Max Costs $820,211,381
Max Construction Loan Amount 65% $533,137,397
Average Loan Balance 80% $426,509,918
Interest Rate 7.25% $30,921,969
Term (Years) 3 $92,765,907
Loan Fees 1.5% $7,997,061
Total Financing Costs $100,762,968
Estimated Total Construction Costs $592,745,074
Estimated Residual Land Value $227,466,307

Page 3 of 4 ends

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 32

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2C
Residual Value Analysis (Unescalated)
Scenario 3: Planned Project
Beverly Hills, CA
October 2022
Project Total
1 2
3 4
5 Estimated Expense Ratio based on LVMH business plan and experience with similar properties. 6 Based on prevailing cap rate of 3.75%, plus 75 basis point spread for developer profit. 7 Based on prevailing cap rate of 3.25%, plus 65 basis point spread for developer profit. 8 Construction costs provided by Turner & Townsend.

Source: CoStar; RCA; Loopnet; STR; Broker Interviews; LVMH; Turner & Townsend + Ridgeway Group ("TTRG"); RCLCO Other departmental income includes parking revenue (150 spaces at 50% occupancy with $40 per space per day) and other miscellaneous revenue.

Spa revenue includes treatment revenue and retail revenue. Treatment revenue assumes approximately $250 per hour on average for approx. 17.5 treatment hours per day. Spa retail revenue is 28% of total revenue.

Club revenue is annual membership fees with an assumed average annual fee of approximately $14,640 for 500 members; private rentals projected to generate an additional $600,000 per year.

Food and beverage revenues are preliminary estimates of potential revenue, assuming approx. 810 daily covers for an average food and drink price of $80 per cover.

Page 4 of 4 ends

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 33

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2D
Residual Value Analysis (Unescalated)
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022
Project Total

PROJECT CHARACTERISTICS
Land Area (SF; Excluding Alley) 52,607
Land Area (Acres; Excluding Alley) 1.21

OPERATIONS
Retail/Commercial Operations
Rent/SF $535 $13,390,800
Other Income (% of Potential Rental Revenue) 3% $401,724 Gross Potential Revenue $13,792,524
Less: Vacancy (% of Gross Potential Revenue) 5% ($689,626) Effective Gross Income $13,102,898
Less: Operating Expenses (% of EGI) 5% ($655,145)
Estimated Stabilized Net Operating Income - Retail/Commercial $12,447,753 Hotel Operations
Gross Potential Room Revenue 1
$2,010 $84,369,750
Less: Vacancy (% of Gross Potential Room Revenue) 25.0% ($21,092,438) Total Room Revenue $63,277,313
Less: Included Services (included in F&B revenue below) $90 ($3,777,750) Total Room Revenue (excluding Services charge) $59,499,563 Food & Beverage (% of Room Revenue) 2

41.9% $24,953,945
Spa (% of Room Revenue) 2

3.9% $2,339,967
Club (% of Room Revenue) 3

13.3% $7,920,500
Other Departmental Income (% of Room Revenue) 2

2.7% $1,577,294
Total Revenue $96,291,268

Page 1 of 4 ends

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 34

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2D
Residual Value Analysis (Unescalated)
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022
Project Total
Departmental Expenses: Room (% of Total Revenue) 4

25.0% ($14,874,891)
Departmental Expenses: Food & Beverage (% of Total Revenue) 4

92.5% ($23,082,399)
Departmental Expenses: Spa (% of Total Revenue) 4

80.0% ($1,871,974)
Departmental Expenses: Club (% of Total Revenue) 4

27.5% ($2,178,138)
Departmental Expenses: Other Departmental (% of Total Revenue) 4

42.5% ($670,350)
Less: Total Departmental Expenses ($42,677,751)
Departmental Profit/Loss $53,613,517
Less: Administrative Expenses (% of Total Revenue) 4

8.75% ($8,425,486)
Less: Sales & Marketing (% of Total Revenue) 4

5.80% ($5,584,894)
Less: Maintenance & Utilities (% of Total Revenue) 4

3.60% ($3,466,486)
Less: Total Undistributed Expenses ($17,476,865)
Gross Operating Profit $36,136,652
Less: Insurance (% of Total Revenue) 4

1.00% ($962,913)
Less: Management (% of Total Revenue) 4

3.50% ($3,370,194)
Less: FF&E Reserve (% of Total Revenue) 4

3.50% ($3,370,194)
Less: Total Fixed Charges ($7,703,301)
Less: Property Taxes 1.19% ($6,633,782)
Estimated Stabilized Net Operating Income - Hotel $21,799,569 Total Estimated Stabilized NOI $34,247,322

SUPPORTABLE PRIVATE INVESTMENT
Threshold Return on Investment - Retail/Commercial 5

4.50%
Retail/Commercial $276,616,731
Threshold Return on Investment - Hotel 6

3.90%
Hotel $558,963,302
Total Supportable Private Investment $835,580,034

Page 2 of 4 ends

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 35

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2D
Residual Value Analysis (Unescalated)
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022
Project Total
DIRECT COSTS 7
Site Costs (per acre) $8,242,617 $9,950,368
Site Costs Contingency (% of Site Costs) 7.6% $760,208
Hard Costs - Core and Shell (per GSF) $989 $250,700,110 Hard Cost Contingency (% of Hard Costs) 7.6% $19,153,488 Finishes Cost (per GSF) $364 $92,307,746
Finishes Cost Contingency (% of FF&E) 7.6% $7,052,312
Total Direct Costs $379,924,232
INDIRECT COSTS 7
Professional Fees (% of Direct Costs) 6.1% $22,996,196
Permits & Fees (% of Direct Costs) 7.5% $28,419,050
FF&E (% of Direct Costs) 8.5% $32,384,995
OS&E (% of Direct Costs) 0.9% $3,238,500
Sales & Marketing (% of Direct Costs) 0.8% $3,100,000
Insurance (% of Direct Costs) 1.0% $3,662,783
Other Soft Costs (% of Direct Costs) 1.4% $5,227,848
Leasing Commissions (Rate x Term) 30.0% $3,816,378
Developer Fee (% of Direct and Indirect Costs) 3.0% $14,483,099 Total Indirect Costs $117,328,850

FINANCING COSTS
Max Costs $835,580,034
Max Construction Loan Amount 65% $543,127,022
Average Loan Balance 75% $407,345,266
Interest Rate 7.25% $29,532,532
Term (Years) 3 $88,597,595
Loan Fees 1.5% $8,146,905
Total Financing Costs $96,744,501
Estimated Total Construction Costs $593,997,583
Estimated Residual Land Value $241,582,451

Page 3 of 4 ends

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 36

REAL ESTATE CONSULTING

EXHIBITS
Exhibit I-2D
Residual Value Analysis (Unescalated)
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022
Project Total
1 Assumes shift in room distribution to include a larger distribution of Suites that achieve lower ADRs than the 109 rooms in the Planned Scenario. 2 Preliminary estimates of potential revenue, increased from revenues presented in Exhibit I-2C given proportional increase in room count. 3 Club revenue is annual membership fees with an assumed average annual fee of approximately $14,640 for 500 members; private rentals projected to generate an additional $600,000 per year. 4 Estimated Expense Ratio based on LVMH business plan and experience with similar properties. 5 6
7 Construction costs provided by Turner & Townsend.

Source: CoStar; RCA; Loopnet; STR; Broker Interviews; LVMH; Turner & Townsend + Ridgeway Group ("TTRG"); RCLCO Based on prevailing cap rate of 3.75%, plus 75 basis point spread for developer profit.

Based on prevailing cap rate of 3.25%, plus 65 basis point spread for developer profit.

Page 4 of 4 ends

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REAL ESTATE CONSULTING

EXHIBITS
II. GENERAL FUND REVENUE ANALYSIS
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 38

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-1A
Summary of General Fund Revenue Analysis - Stabilized Revenue Analysis (2022 $) Beverly Hills, CA
October 2022
Scenario 1: Existing Project
Scenario 2: Code Compliant
Project Scenario 3: Planned Project Scenario 4: Proposed Project Sales Tax $1,509,300 $3,008,300 $1,403,600 $1,430,700
Property Tax $944,700 $1,239,400 $2,055,700 $2,058,200
Transient Occupancy Tax $0 $0 $8,542,800 $8,858,800
Business Tax $188,200 $375,200 $125,200 $125,200
Other Revenues $29,600 $59,200 $243,500 $256,500
Total General Fund Revenues $2,671,800 $4,682,100 $12,370,800 $12,729,400 Change from Scenario 2 ($2,010,300) $0 $7,688,700 $8,047,300 Additional Revenues
Municipal Surcharge $0 $0 $3,051,000 $3,163,900
EMS Fee $0 $0 $3,201,900 $3,205,700
Additional Revenues $0 $0 $6,252,900 $6,369,600
Total $2,671,800 $4,682,100 $18,623,700 $19,099,000
Change from Scenario 2 ($2,010,300) $0 $13,941,600 $14,416,900 Note: All values in unescalated 2022 dollars.

Source: RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 39

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-1B
Summary of General Fund Revenue Analysis
Beverly Hills, CA
2022-2056
Scenario 1: Existing Project
Scenario 2: Code Compliant
Project Scenario 3: Planned Project Scenario 4: Proposed Project Years 1-10 (2022-2036) 1
Total Revenue $47,681,620 $64,281,132 $248,157,044 $255,022,033 Change from Scenario 2 ($16,599,513) $0 $183,875,911 $190,740,901 Net Present Value 2
$35,928,883 $50,413,983 $165,488,319 $170,079,346
Change from Scenario 2 ($14,485,100) $0 $115,074,336 $119,665,363 Years 1-30 (2022-2056) 1
Total Revenue $161,823,911 $272,026,106 $1,065,241,574 $1,095,407,518 Change from Scenario 2 ($110,202,195) $0 $793,215,468 $823,381,413 Net Present Value 2
$78,407,878 $176,557,410 $459,635,854 $472,779,891
Change from Scenario 2 ($98,149,532) $0 $283,078,444 $296,222,481 1 Assumes project delivers in 2027.
2 Net Present Value based on a 4% discount rate.

Source: RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 40

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-1C
Summary of General Fund Revenue Analysis - Years 1-10 & Years 1-30 Beverly Hills, CA
2022-2056
Scenario 1: Existing Project
Scenario 2: Code Compliant
Project Scenario 3: Planned Project Scenario 4: Proposed Project Years 1-10 (2022-2036)
Sales Tax Revenues $27,064,657 $37,281,098 $17,394,458 $17,730,302 Property Tax Revenues1
$16,245,440 $20,871,252 $30,030,738 $30,115,910
Documentary Transfer Tax $465,949 $745,373 $944,867 $962,300 EMS Fee $0 $0 $51,538,181 $52,489,073
Transient Occupancy Tax Revenues $0 $0 $105,869,174 $109,785,153 Municipal Surcharge $0 $0 $37,810,419 $39,208,983
Business Tax Revenues $3,374,789 $4,649,758 $1,551,572 $1,551,572 Other Revenues $530,785 $733,651 $3,017,634 $3,178,739
Total General Fund Revenues $47,681,620 $64,281,132 $248,157,044 $255,022,033 Change from Scenario 2 ($16,599,513) $0 $183,875,911 $190,740,901 Total General Fund Revenues Excluding EMS & Transfer Tax $47,215,670 $63,535,759 $195,673,996 $201,570,660 Change from Scenario 2 ($16,320,089) $0 $132,138,237 $138,034,901 Years 1-30 (2022-2056)
Sales Tax Revenues $82,903,143 $148,577,010 $69,322,438 $70,660,881 Property Tax Revenues1
$64,496,169 $98,057,299 $127,875,062 $129,765,485
Documentary Transfer Tax $2,461,234 $3,937,204 $4,990,967 $5,083,052 EMS Fee $0 $0 $272,234,586 $277,257,380
Transient Occupancy Tax Revenues $0 $0 $421,922,264 $437,528,684 Municipal Surcharge $0 $0 $150,686,523 $156,260,244
Business Tax Revenues $10,337,489 $18,530,763 $6,183,506 $6,183,506 Other Revenues $1,625,875 $2,923,830 $12,026,228 $12,668,285 Total General Fund Revenues $161,823,911 $272,026,106 $1,065,241,574 $1,095,407,518 Change from Scenario 2 ($110,202,195) $0 $793,215,468 $823,381,413 Total General Fund Revenues Excluding EMS & Transfer Tax $159,362,677 $268,088,902 $788,016,021 $813,067,086 Change from Scenario 2 ($108,726,226) $0 $519,927,119 $544,978,184 Note: Assumes project delivers in 2027.

Source: RCLCO
1 Includes both the City's share of the 1% General Property Tax and Motor Vehicle In-Lieu Fee, which assumes implied property tax in-lieu of VLF rate of 0.013% based on calculated VLF revenue generated by this project as a percentage of total assessed value.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 41

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-1D
Net Present Value Summary of General Fund Revenue Analysis Beverly Hills, CA
2022-2056
Scenario 1: Existing Project
Scenario 2: Code Compliant
Project Scenario 3: Planned Project Scenario 4: Proposed Project Years 1-10 (2022-2036)
NPV Sales Tax $20,490,649 $25,528,258 $11,910,867 $12,140,836 NPV Property Tax1
$12,275,234 $20,869,753 $21,756,331 $21,808,751
NPV Documetary Transfer Tax $206,090 $329,679 $545,637 $555,704 NPV EMS Fee $0 $0 $29,762,015 $30,311,132
NPV Transient Occupancy Tax $0 $0 $72,493,990 $75,175,460 NPV Municipal Surcharge $0 $0 $25,890,711 $26,848,378
NPV Business Tax $2,555,052 $3,183,925 $1,062,440 $1,062,440 NPV Other Revenues $401,857 $502,368 $2,066,327 $2,176,644 NPV Total General Fund Revenues $35,928,883 $50,413,983 $165,488,319 $170,079,346 Change from Scenario 2 ($14,485,100) $0 $115,074,336 $119,665,363 NPV Total General Fund Revenues Excluding One-Time Fees $35,722,793 $50,084,304 $135,180,667 $139,212,510 Change from Scenario 2 ($14,361,511) $0 $85,096,363 $89,128,206 Years 1-30 (2022-2056)
NPV Sales Tax $41,710,694 $67,823,535 $31,644,821 $32,255,803 NPV Property Tax1
$30,114,067 $98,037,831 $57,930,468 $58,650,309
NPV Documetary Transfer Tax $564,043 $902,291 $1,806,797 $1,840,133 NPV EMS Fee $0 $0 $98,552,548 $100,370,866
NPV Transient Occupancy Tax $0 $0 $192,602,205 $199,726,339 NPV Municipal Surcharge $0 $0 $68,786,502 $71,330,835
NPV Business Tax $5,201,055 $8,459,060 $2,822,693 $2,822,693 NPV Other Revenues $818,019 $1,334,692 $5,489,822 $5,782,913 NPV Total General Fund Revenues $78,407,878 $176,557,410 $459,635,854 $472,779,891 Change from Scenario 2 ($98,149,532) $0 $283,078,444 $296,222,481 NPV Total General Fund Revenues Excluding One-Time Fees $77,843,836 $175,655,119 $359,276,510 $370,568,892 Change from Scenario 2 ($97,811,283) $0 $183,621,391 $194,913,774 Note: Based on a 4% discount rate. Assumes project delivers in 2027.

Source: RCLCO
1 Includes both property taxes and Motor Vehicle In-Lieu Fee, which assumes implied property tax in-lieu of VLF rate of 0.013% based on calculated VLF revenue generated by this project as a percentage of total assessed value.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 42

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-1E
Additional Revenue Analysis from Development Agreement
Beverly Hills, CA
2022-2056
Scenario 1: Existing Project Scenario 2: Code Compliant Project Scenario 3: Planned Project Scenario 4: Proposed Project Years 1-10 (2022-2036) 1
Total Municipal Surcharge $0 $0 $37,810,419 $39,208,983 Total EMS Fee $0 $0 $51,538,181 $52,489,073
Total $0 $0 $89,348,601 $91,698,057
NPV Years 1-10 (2022-2036) 2
NPV Municipal Surcharge $0 $0 $25,890,711 $26,848,378
NPV EMS Fee $0 $0 $29,762,015 $30,311,132
NPV Total $0 $0 $55,652,726 $57,159,510
Years 1-30 (2022-2056) 1
Total Municipal Surcharge $0 $0 $150,686,523 $156,260,244 Total EMS Fee $0 $0 $272,234,586 $277,257,380
Total $0 $0 $422,921,109 $433,517,624
NPV Years 1-30 (2022-2056) 2
NPV Municipal Surcharge $0 $0 $68,786,502 $71,330,835
NPV EMS Fee $0 $0 $98,552,548 $100,370,866
NPV Total $0 $0 $167,339,049 $171,701,702
1 Assumes project delivers in 2027.
2 Net Present Value based on a 4% discount rate.

Source: RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 43

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2A
General Fund Impact Analysis: Sales Tax Revenue
Scenario 1: Existing Project
Beverly Hills, CA
October 2022

RETAIL SALES
Net SF 1
52,839
Occupied Square Feet 95% 50,197
Sales/NSF 2
$3,000
Subtotal Retail Sales $150,591,043
% Taxable 3
100%
Taxable Retail Sales $150,591,043
Sales Tax Rate 1%
City Share of Taxable Sales $1,505,900

EMPLOYEE RETAIL SPENDING

RETAIL EMPLOYEES
Net Square Feet 52,839
Occupied Square Feet 95% 50,197
Employment Density (SF per Employee) 4
500
Number of Employees at Stabilization 100
Weekly Retail Expenditures 5
$175
Total Annual Retail Expenditures $910,000
% Taxable Sales 6
75%
Total Taxable Sales $682,500
% Spent Offsite 7
50%
Total Offsite Taxable Sales in City of Beverly Hills $341,250 Sales Tax Rate 1%
City Share of Taxable Sales $3,400

TOTAL SALES TAX REVENUE
Onsite Sales: Retail $1,505,900
Employee Spending: Retail Employees $3,400
Total Sales Tax Revenue $1,509,300
1 Assumes that the ground floor space totaling 32,883 NSF will be occupied by retail and the second floor space totaling 19,956 will be occupied by supporting space. 2 Based on luxury retail brand sales of $7,000 per selling area square foot on street level; assumes that street-level sales comprise 80% of total sales taking place within the leasable retail area. 3 Assumes all retail sales that occur at the onsite retailers are taxable. 4 Based on information published by the CCIM Institute. 5 Based on information from the International Council of Shopping Centers. 6 Assumes that 75% of employee retail purchases are taxable, based on data from ICSC. 7 Assumes that half of employee spending will be offsite and in the City of Beverly Hills.

Note: All values in unescalated 2022 dollars.

Source: ICSC; CCIM Institute; LVMH; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO

ONSITE SALES
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 44

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2B
General Fund Impact Analysis: Property Tax Revenue
Scenario 1: Existing Project
Beverly Hills, CA
October 2022

MARKET VALUE
Land (Current Assessed Value) 1
$474,558,467
Improvements (Current Assessed Value) 1
$15,933,802
Total Assessed Value $490,492,269

REAL PROPERTY TAX REVENUE
Real Property Tax Rate 2

1.00%
Total Real Property Tax Revenue $4,904,923
% City Share of Real Property Tax Revenue 3

17.42%
City Share of Real Property Tax Revenue $854,200

DOCUMENTARY TRANSFER TAX
Turnover Rate 4

10.00%
Property Value Subject to Taxation $49,049,227
Documentary Transfer Tax 5

0.11%
City of Beverly Hills Share 50%
City Share of Real Property Tax Revenue $27,000

PROPERTY TAX IN LIEU OF VLF
Total Assessed Value, City of Beverly Hills 6
$40,613,592,221
Property Tax in Lieu of VLF Revenue (Estimate) 7
$5,260,000
% Increase in City's Total Assessed Value from Subject Site 1.2% Increase in City of Beverly Hills VLF Revenue $63,500

TOTAL PROPERTY TAX REVENUE
Real Property Tax $854,200
Documentary Transfer Tax $27,000
Property Tax in Lieu of VLF $63,500
Total Property Tax Revenue $944,700
1 2
Based on 1% property tax rate.
3 Based on information provided by the City of Beverly Hills Finance Department. 4 Assumes property transacts once every 10 years.
5 From California's Revenue and Taxation Code Section 11911. 6 Based on information published in the 2021 LA County Assessor's Annual Report. 7 Based on information published by the California State Controller's Office for Beverly Hills General Revenues for 2020.

Note: All values in unescalated 2022 dollars.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Based on the latest assessed value as provided by the LA County Assessor's Office.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 45

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2C
General Fund Impact Analysis: Business Tax Revenue
Scenario 1: Existing Project
Beverly Hills, CA
October 2022
RETAIL BUSINESS TAX REVENUE (Classification B)
Base Tax $75
Net Square Feet 1
52,839
Occupied Square Feet (95%) 50,197
Gross Sales/NSF 2
$3,000
Gross Retail Sales $150,591,043
Less: Sales Threshold ($60,000)
Taxable Retail Sales Revenue $150,531,043
Tax Rate on Sales Revenue over $60,000 0.125%
Business Tax on Sales Above Threshold $188,200
Total Business Tax Revenue $188,200
1 Assumes that the ground floor space totaling 32,883 NSF will be occupied by retail and the second floor space totaling 19,956 will be occupied by supporting space. 2 Note: All values in unescalated 2022 dollars.

Source: City of Beverly Hills; Turner & Townsend + Ridgeway Group ("TTRG"); RCLCO Based on luxury retail brand sales of $7,000 per selling area square foot on street level; assumes that street-level sales comprise 80% of total sales taking place within the leasable retail area.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 46

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2D
General Fund Impact Analysis: Resident Equivalent Revenues Scenario 1: Existing Project
Beverly Hills, CA
October 2022

REVENUE PROJECTION LAND USE TOTAL

BASIS FACTOR RETAIL ALL USES

POPULATION CHARACTERISTICS
Projected Residents 1.0 0
Projected Visitors 50% 0 0
Projected Employees 1
24% 100 100
Resident Equivalents Population 24 24

REVENUES - AVERAGE COST APPROACH
Other Taxes $1,965,000 Resident-Equivalent Population $41.15 $1,000 $1,000 Intergovernmental Revenues $797,287 Resident-Equivalent Population $16.70 $400 $400 Licenses and Permits $26,122,870 Resident-Equivalent Population $547.06 $13,000 $13,000 Fines and Penalties $6,659,661 Resident-Equivalent Population $139.46 $3,300 $3,300 Use of Money and Property $4,578,382 Resident-Equivalent Population $95.88 $2,300 $2,300 Current Services $11,159,571 Resident-Equivalent Population $233.70 $5,600 $5,600 Miscellaneous Revenues $8,013,985 Resident-Equivalent Population $167.83 $4,000 $4,000 Total Revenues $29,600 $29,600

RESIDENT EQUIVALENT POPULATION, CITY OF BEVERLY HILLS
Resident Population 32,151
Employment 65,523
Employment in Res. Equivalents at 24%. 15,601
Total Resident Equivalent Population 47,752
1 Refer to Exhibit II-2E.
2 Note: All values in unescalated 2022 dollars.

Source: Esri; City of Beverly Hills; RCLCO

TOTAL RELEVANT

REVENUES,
GENERAL FUND 2
Reflects other revenue categories from the Beverly Hills General Fund that are evaluated using the average cost approach. Note that these include only certain categories and do not sum to total General Fund Revenues.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 47

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2E
Resident Equivalent Assumptions
Scenario 1: Existing Project
Beverly Hills, CA
October 2022
RETAIL

EMPLOYEES
Net Square Feet 52,839
Occupied Square Feet 95% 50,197
Employment Density (SF per Employee) 500
Total Employees 100
Source: CCIM Institute; RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 48

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2F
Property Tax Revenue Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
Property Tax Revenue
2 2022 $854,233
2023 $871,318
2024 $888,744
2025 $906,519
2026 $924,650
20271 $943,143
20282 $962,005
20293 $981,246
20304 $1,000,870
20315 $1,020,888
20326 $1,041,306
20337 $1,062,132
20348 $1,083,374
20359 $1,105,042
2036 10 $1,475,436
2037 11 $1,504,945
2038 12 $1,535,044
2039 13 $1,565,745
2040 14 $1,597,060
2041 15 $1,629,001
2042 16 $1,661,581
2043 17 $1,694,812
2044 18 $1,728,709
2045 19 $1,763,283
2046 20 $2,403,330
2047 21 $2,451,397
2048 22 $2,500,425
2049 23 $2,550,433
2050 24 $2,601,442
2051 25 $2,653,471
2052 26 $2,706,540
2053 27 $2,760,671
2054 28 $2,815,884
2055 29 $2,872,202
2056 30 $3,914,771
Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2F
Property Tax Revenue Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $15,120,906 $11,425,525
2022 - 2056 $60,031,650 $28,029,527
1 Assumes year 1 is 2027, to allow for apples-to-apples comparison with other scenarios. 2 3
Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Based on 1% property tax rate and city share of 17.42%. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that market levels are equal to the capitalized market value of the property.

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Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 50

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2G
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
Motor Vehicle In-Lieu Fee Revenue 2
2022 $63,529
2023 $64,799
2024 $66,095
2025 $67,417
2026 $68,766
2027 1 $70,141
2028 2 $71,544
2029 3 $72,975
2030 4 $74,434
2031 5 $75,923
2032 6 $77,441
2033 7 $78,990
2034 8 $80,570
2035 9 $82,181
2036 10 $109,727
2037 11 $111,922
2038 12 $114,160
2039 13 $116,444
2040 14 $118,772
2041 15 $121,148
2042 16 $123,571
2043 17 $126,042
2044 18 $128,563
2045 19 $131,134
2046 20 $178,734
2047 21 $182,309
2048 22 $185,955
2049 23 $189,674
2050 24 $193,468
2051 25 $197,337
2052 26 $201,284
2053 27 $205,310
2054 28 $209,416
2055 29 $213,604
2056 30 $291,139
Year 1

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Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 51

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2G
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $1,124,533 $849,710
2022 - 2056 $4,464,519 $2,084,540
1 Assumes year 1 is 2027, to allow for apples-to-apples comparison with other scenarios. 2 3
Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Assumes implied property tax in-lieu of VLF rate of 0.013% based on calculated VLF revenue generated by this project as a percentage of total assessed value. Refer to Exhibit II-2B. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that market levels are equal to the capitalized market value of the property.

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Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 52

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2H
Documentary Transfer Fee Revenue Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
Documentary Transfer Fee Revenue 2
2022 $0
2023 $0
2024 $0
2025 $0
2026 $0
2027 1 $0
2028 2 $0
2029 3 $0
2030 4 $0
2031 5 $0
2032 6 $0
2033 7 $0
2034 8 $0
2035 9 $0
2036 10 $465,949
2037 11 $0
2038 12 $0
2039 13 $0
2040 14 $0
2041 15 $0
2042 16 $0
2043 17 $0
2044 18 $0
2045 19 $0
2046 20 $758,983
2047 21 $0
2048 22 $0
2049 23 $0
2050 24 $0
2051 25 $0
2052 26 $0
2053 27 $0
2054 28 $0
2055 29 $0
2056 30 $1,236,303
Year 1

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Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 53

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2H
Documentary Transfer Fee Revenue Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $465,949 $206,090
2022 - 2056 $2,461,234 $564,043
1 Assumes year 1 is 2027, to allow for apples-to-apples comparison with other scenarios. 2 3
Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO The City's 50% share of $1.10 per $1,000 in value. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that market levels are equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2I
Other Revenue Sources Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
Sales Tax
2 Business Tax
3 Other Revenues
4 2022 $1,509,300 $188,200 $29,600
2023 $1,547,033 $192,905 $30,340
2024 $1,585,708 $197,728 $31,099
2025 $1,625,351 $202,671 $31,876
2026 $1,665,985 $207,738 $32,673
20271 $1,707,634 $212,931 $33,490
20282 $1,750,325 $218,254 $34,327
20293 $1,794,083 $223,711 $35,185
20304 $1,838,935 $229,303 $36,065
20315 $1,884,909 $235,036 $36,966
20326 $1,932,032 $240,912 $37,891
20337 $1,980,332 $246,935 $38,838
20348 $2,029,841 $253,108 $39,809
20359 $2,080,587 $259,436 $40,804
2036 10 $2,132,601 $265,922 $41,824
2037 11 $2,185,916 $272,570 $42,870
2038 12 $2,240,564 $279,384 $43,941
2039 13 $2,296,578 $286,369 $45,040
2040 14 $2,353,993 $293,528 $46,166
2041 15 $2,412,843 $300,866 $47,320
2042 16 $2,473,164 $308,388 $48,503
2043 17 $2,534,993 $316,097 $49,716
2044 18 $2,598,368 $324,000 $50,959
2045 19 $2,663,327 $332,100 $52,232
2046 20 $2,729,910 $340,402 $53,538
2047 21 $2,798,158 $348,912 $54,877
2048 22 $2,868,112 $357,635 $56,249
2049 23 $2,939,815 $366,576 $57,655
2050 24 $3,013,310 $375,740 $59,096
2051 25 $3,088,643 $385,134 $60,574
2052 26 $3,165,859 $394,762 $62,088
2053 27 $3,245,005 $404,631 $63,640
2054 28 $3,326,130 $414,747 $65,231
2055 29 $3,409,284 $425,116 $66,862
2056 30 $3,494,516 $435,744 $68,534
Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-2I
Other Revenue Sources Analysis
Scenario 1: Existing Project
Beverly Hills, CA
2022-2056
2022 - 2036
Total $27,064,657 $3,374,789 $530,785
NPV 5
$20,490,649 $2,555,052 $401,857
2022 - 2056
Total $82,903,143 $10,337,489 $1,625,875
NPV 5
$41,710,694 $5,201,055 $818,019
1 Assumes year 1 is 2027, to allow for apples-to-apples comparison with other scenarios. 2 Refer to Exhibit II-2A for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 3 Refer to Exhibit II-2C for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 4 Refer to Exhibit II-2D for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 5 Based on a 4% discount rate.

Source: CCIM Institute; LVMH; STR; RCLCO; City of Beverly Hills

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3A
General Fund Impact Analysis: Sales Tax Revenue
Scenario 2: Code Compliant Project
Beverly Hills, CA
October 2022

RETAIL SALES
Net SF1
105,315
Occupied Square Feet 95% 100,049
Sales/RSF2
$3,000
Subtotal Retail Sales $300,148,498
% Taxable 3
100%
Taxable Retail Sales $300,148,498
Sales Tax Rate 1%
City Share of Taxable Sales $3,001,500

EMPLOYEE RETAIL SPENDING

RETAIL EMPLOYEES
Net Square Feet 105,315
Occupied Square Feet 95% 100,049
Employment Density (SF per Employee) 4
500
Number of Employees at Stabilization 200
Weekly Retail Expenditures 5
$175
Total Annual Retail Expenditures $1,820,000
% Taxable Sales 6
75%
Total Taxable Sales $1,365,000
% Spent Offsite 7
50%
Total Offsite Taxable Sales in City of Beverly Hills $682,500 Sales Tax Rate 1%
City Share of Taxable Sales $6,800

TOTAL SALES TAX REVENUE
Onsite Sales: Retail $3,001,500
Employee Spending: Retail Employees $6,800
Total Sales Tax Revenue $3,008,300
1 Assumes that the ground floor space totaling 37,482 NSF will be occupied by retail and the upper floors totaling 67,833 will be occupied by supporting space. 2 3
Assumes all retail sales that occur at the onsite retailers are taxable. 4 Based on information published by the CCIM Institute. 5 Based on information from the International Council of Shopping Centers. 6 Assumes that 75% of employee retail purchases are taxable, based on data from ICSC. 7 Assumes that half of employee spending will be offsite and in the City of Beverly Hills.

Note: All values in unescalated 2022 dollars.

Source: ICSC; CCIM Institute; LVMH; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO

ONSITE SALES
Based on luxury retail brand sales of $7,000 per selling area square foot on street level; assumes that street-level sales comprise 80% of total sales taking place within the leasable retail area.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 57

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3B
General Fund Impact Analysis: Property Tax Revenue
Scenario 2: Code Compliant Project
Beverly Hills, CA
October 2022

MARKET VALUE
Land (Current Assessed Value) 1
$474,558,467
Improvements (Construction Costs) 2
$168,945,160
Total Assessed Value $643,503,627

REAL PROPERTY TAX REVENUE
Real Property Tax Rate 3

1.00%
Total Real Property Tax Revenue $6,435,036
% City Share of Real Property Tax Revenue 4

17.42%
City Share of Real Property Tax Revenue $1,120,700

DOCUMENTARY TRANSFER TAX
Turnover Rate 5

10.00%
Property Value Subject to Taxation $64,350,363
Documentary Transfer Tax 6

0.11%
City of Beverly Hills Share 50%
City Share of Real Property Tax Revenue $35,400

PROPERTY TAX IN LIEU OF VLF
Total Assessed Value, City of Beverly Hills 7
$40,613,592,221
Property Tax in Lieu of VLF Revenue (Estimate) 8
$5,260,000
% Increase in City's Total Assessed Value from Subject Site 1.6% Increase in City of Beverly Hills VLF Revenue $83,300

TOTAL PROPERTY TAX REVENUE
Real Property Tax $1,120,700
Documentary Transfer Tax $35,400
Property Tax in Lieu of VLF $83,300
Total Property Tax Revenue $1,239,400
1 2
3 Based on 1% property tax rate.
4 Based on information provided by the City of Beverly Hills Finance Department. 5 Assumes property transacts once every 10 years.
6 From California's Revenue and Taxation Code Section 11911. 7 Based on information published in the 2021 LA County Assessor's Annual Report. 8 Based on information published by the California State Controller's Office for Beverly Hills General Revenues for 2020.

Note: All values in unescalated 2022 dollars.

Based on the total development cost. Refer to Exhibit I-2B.

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 58

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3C
General Fund Impact Analysis: Business Tax Revenue
Scenario 2: Code Compliant Project
Beverly Hills, CA
October 2022
RETAIL BUSINESS TAX REVENUE (Classification B)
Base Tax $75
Net Square Feet 3
105,315
Occupied Square Feet (95%) 100,049
Gross Sales/NSF 4
$3,000
Gross Retail Sales $300,148,498
Less: Sales Threshold ($60,000)
Taxable Retail Sales Revenue $300,088,498
Tax Rate on Sales Revenue over $60,000 0.125%
Business Tax on Sales Above Threshold $375,200
Total Business Tax Revenue $375,200
1 Assumes that the ground floor space totaling 37,482 NSF will be occupied by retail and the upper floors totaling 67,833 will be occupied by supporting space. 2 Based on luxury retail brand sales of $7,000 per selling area square foot on street level; assumes that street-level sales comprise 80% of total sales taking place within the leasable retail area.

Note: All values in unescalated 2022 dollars.

Source: City of Beverly Hills; Turner & Townsend + Ridgeway Group ("TTRG"); RCLCO Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 59

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3D
General Fund Impact Analysis: Resident Equivalent Revenues Scenario 2: Code Compliant Project
Beverly Hills, CA
October 2022

REVENUE PROJECTION LAND USE TOTAL

BASIS FACTOR RETAIL ALL USES

POPULATION CHARACTERISTICS
Projected Employees 1
24% 200 200
Resident Equivalents Population 48 48

REVENUES - AVERAGE COST APPROACH
Other Taxes $1,965,000 Resident-Equivalent Population $41.15 $2,000 $2,000 Intergovernmental Revenues $797,287 Resident-Equivalent Population $16.70 $800 $800 Licenses and Permits $26,122,870 Resident-Equivalent Population $547.06 $26,100 $26,100 Fines and Penalties $6,659,661 Resident-Equivalent Population $139.46 $6,600 $6,600 Use of Money and Property $4,578,382 Resident-Equivalent Population $95.88 $4,600 $4,600 Current Services $11,159,571 Resident-Equivalent Population $233.70 $11,100 $11,100 Miscellaneous Revenues $8,013,985 Resident-Equivalent Population $167.83 $8,000 $8,000 Total Revenues $59,200 $59,200

RESIDENT EQUIVALENT POPULATION, CITY OF BEVERLY HILLS
Resident Population 32,151
Employment 65,523
Employment in Res. Equivalents at 24%. 15,601
Total Resident Equivalent Population 47,752
1 Refer to Exhibit II-3E.
2 Note: All values in unescalated 2022 dollars.

Source: Esri; City of Beverly Hills; RCLCO

TOTAL RELEVANT

Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 60

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3E
Resident Equivalent Assumptions
Scenario 2: Code Compliant Project
Beverly Hills, CA
October 2022
RETAIL

EMPLOYEES
Net Square Feet 105,315
Occupied Square Feet 95% 100,049
Employment Density (SF per Employee) 500
Total Employees 200
Source: CCIM Institute; RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 61

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3F
Property Tax Revenue Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
Property Tax Revenue
2 2022 $854,233
2023 $871,318
2024 $888,744
2025 $906,519
2026 $1,237,060
20271 $1,261,801
20282 $1,287,037
20293 $1,312,778
20304 $1,339,034
20315 $1,365,814
20326 $1,393,131
20337 $1,420,993
20348 $1,449,413
20359 $1,478,401
2036 10 $2,360,236
2037 11 $2,407,440
2038 12 $2,455,589
2039 13 $2,504,701
2040 14 $2,554,795
2041 15 $2,605,891
2042 16 $2,658,009
2043 17 $2,711,169
2044 18 $2,765,392
2045 19 $2,820,700
2046 20 $3,844,575
2047 21 $3,921,466
2048 22 $3,999,896
2049 23 $4,079,894
2050 24 $4,161,492
2051 25 $4,244,721
2052 26 $4,329,616
2053 27 $4,416,208
2054 28 $4,504,532
2055 29 $4,594,623
2056 30 $6,262,408
Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3F
Property Tax Revenue Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $19,426,514 $19,426,514
2022 - 2056 $91,269,629 $91,269,629
1 Assumes year 1 is 2027, the first year of operations. 2 3
Based on a 4% Discount Rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Based on 1% property tax rate and city share of 17.42%. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3G
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
Motor Vehicle In-Lieu Fee Revenue 2
2022 $63,529
2023 $64,799
2024 $66,095
2025 $67,417
2026 $91,999
2027 1 $93,839
2028 2 $95,716
2029 3 $97,631
2030 4 $99,583
2031 5 $101,575
2032 6 $103,606
2033 7 $105,678
2034 8 $107,792
2035 9 $109,948
2036 10 $175,529
2037 11 $179,040
2038 12 $182,621
2039 13 $186,273
2040 14 $189,999
2041 15 $193,799
2042 16 $197,675
2043 17 $201,628
2044 18 $205,661
2045 19 $209,774
2046 20 $285,919
2047 21 $291,637
2048 22 $297,470
2049 23 $303,419
2050 24 $309,488
2051 25 $315,678
2052 26 $321,991
2053 27 $328,431
2054 28 $334,999
2055 29 $341,699
2056 30 $465,732
Year 1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3G
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $1,444,739 $1,443,239
2022 - 2056 $6,787,670 $6,768,202
1 Assumes year 1 is 2027, the first year of operations. 2 3 Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Assumes implied property tax in-lieu of VLF rate of 0.013% based on calculated VLF revenue generated by this project as a percentage of total assessed value. Refer to Exhibit II-3B. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3H
Documentary Transfer Fee Revenue Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
Documentary Transfer Fee Revenue 2
2022 $0
2023 $0
2024 $0
2025 $0
2026 $0
2027 1 $0
2028 2 $0
2029 3 $0
2030 4 $0
2031 5 $0
2032 6 $0
2033 7 $0
2034 8 $0
2035 9 $0
2036 10 $745,373
2037 11 $0
2038 12 $0
2039 13 $0
2040 14 $0
2041 15 $0
2042 16 $0
2043 17 $0
2044 18 $0
2045 19 $0
2046 20 $1,214,134
2047 21 $0
2048 22 $0
2049 23 $0
2050 24 $0
2051 25 $0
2052 26 $0
2053 27 $0
2054 28 $0
2055 29 $0
2056 30 $1,977,697
Year 1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3H
Documentary Transfer Fee Revenue Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $745,373 $329,679
2022 - 2056 $3,937,204 $902,291
1 Assumes year 1 is 2027, the first year of operations. 2 3
Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO The City's 50% share of $1.10 per $1,000 in value. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3I
Other Revenue Sources Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
Sales Tax
2 Business Tax
3 Other Revenues
4 2022 $0 $0 $0
2023 $0 $0 $0
2024 $0 $0 $0
2025 $0 $0 $0
2026 $0 $0 $0
20271 $2,552,711 $318,378 $50,235
20282 $3,488,706 $435,117 $68,654
20293 $3,575,923 $445,995 $70,370
20304 $3,665,321 $457,145 $72,129
20315 $3,756,954 $468,573 $73,933
20326 $3,850,878 $480,288 $75,781
20337 $3,947,150 $492,295 $77,676
20348 $4,045,829 $504,602 $79,617
20359 $4,146,975 $517,217 $81,608
2036 10 $4,250,649 $530,148 $83,648
2037 11 $4,356,915 $543,401 $85,739
2038 12 $4,465,838 $556,987 $87,883
2039 13 $4,577,484 $570,911 $90,080
2040 14 $4,691,921 $585,184 $92,332
2041 15 $4,809,219 $599,814 $94,640
2042 16 $4,929,450 $614,809 $97,006
2043 17 $5,052,686 $630,179 $99,431
2044 18 $5,179,003 $645,934 $101,917
2045 19 $5,308,478 $662,082 $104,465
2046 20 $5,441,190 $678,634 $107,077
2047 21 $5,577,220 $695,600 $109,753
2048 22 $5,716,651 $712,990 $112,497
2049 23 $5,859,567 $730,815 $115,310
2050 24 $6,006,056 $749,085 $118,193
2051 25 $6,156,207 $767,812 $121,147
2052 26 $6,310,113 $787,007 $124,176
2053 27 $6,467,865 $806,683 $127,280
2054 28 $6,629,562 $826,850 $130,462
2055 29 $6,795,301 $847,521 $133,724
2056 30 $6,965,184 $868,709 $137,067
Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-3I
Other Revenue Sources Analysis
Scenario 2: Code Compliant Project
Beverly Hills, CA
2022-2056
2022 - 2036
Total $37,281,098 $4,649,758 $733,651
NPV 5
$25,528,258 $3,183,925 $502,368
2022 - 2056
Total $148,577,010 $18,530,763 $2,923,830
NPV 5
$67,823,535 $8,459,060 $1,334,692
1 Assumes year 1 is 2027, the first year of operations, at 75% of stabilized levels. 2 Refer to Exhibit II-3A for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 3 Refer to Exhibit II-3C for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 4 Refer to Exhibit II-3D for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 5 Based on a 4% discount rate.

Source: CCIM Institute; LVMH; STR; RCLCO; City of Beverly Hills

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4A
General Fund Impact Analysis: Sales Tax Revenue
Scenario 3: Planned Project
Beverly Hills, CA
October 2022

ONSITE SALES

RETAIL SALES SPA SALES RESTAURANT SALES
Net SF 1
25,036 Number of Rooms 109 Number of Rooms 109
Occupied Square Feet 95% 23,784 ADR 4$2,045 ADR 4$1,925 Sales/RSF 2
$4,000 Gross Potential Room Revenue $81,360,325 Gross Potential Room Revenue $76,599,898 Subtotal Retail Sales $95,136,800 Less Vacancy (25%) ($20,340,081) Less Vacancy (25%) 4($19,149,974) % Taxable 3
100% Total Room Revenue $61,020,244 Total Room Revenue $57,449,923 Taxable Retail Sales $95,136,800 Spa % Total Room Revenue 5 3.9% F&B % Total Room Revenue 540.6% Sales Tax Rate 1% Total Spa Revenue $2,356,140 Total F&B Revenue (% of Room Revenue) $23,324,050 City Share of Taxable Sales $951,400 % Retail Sales (of Total Spa Revenue) 428% % Taxable 785% Spa Retail Sales $659,719 Taxable Retail Sales $19,825,442 % Taxable 6
100% Sales Tax Rate 1%
Taxable Retail Sales $659,719 City Share of Taxable Sales $198,300 Sales Tax Rate 1%
City Share of Taxable Sales $6,600

EMPLOYEE RETAIL SPENDING HOTEL GUEST SPENDING

RETAIL EMPLOYEES HOTEL EMPLOYEES HOTEL GUESTS
Net Square Feet 25,036 - Number of Keys 109
Occupied Square Feet 95% 23,784 - Occupancy 475.0%
Employment Density (SF per Employee) 8
500 Daily Spending per Key 12 $1,720
Number of Employees at Stabilization 48 432 Total Retail Sales $51,322,650 Weekly Retail Expenditures 9
$175 $175 % Spent in City of Beverly Hills 13 50%
Total Annual Retail Expenditures $436,800 $3,931,200 Taxable Retail Sales $25,661,325 % Taxable Sales 10 75% 75% Less: % Spent Onsite 14 10%
Total Taxable Sales $327,600 $2,948,400 Total Taxable Annual Sales $23,095,193 % Spent Offsite 11 50% 50% Sales Tax Rate 1%
Total Offsite Taxable Sales in City of Beverly Hills $163,800 $1,474,200 City Share of Taxable Sales $231,000 Sales Tax Rate 1% 1%
City Share of Taxable Sales $1,600 $14,700

TOTAL SALES TAX REVENUE
Onsite Sales: Retail $951,400
Onsite Sales: Spa $6,600
Onsite Sales: Restaurant $198,300
Employee Spending: Retail Employees $1,600
Employee Spending: Hotel Employees $14,700
Hotel Guest Spending $231,000
Total Sales Tax Revenue $1,403,600
1 Assuming all ground floor and second floor is dedicated to retail with no office space. 2 Based on luxury retail brand sales $7,000 per selling area square foot on street level; assumes that street-level sales comprise 80% of total sales taking place within the leasable retail area. 3 Assumes all retail sales that occur at the onsite retailers are taxable. 4 Based on RCLCO assessment of Client provided estimates. 5 Based on RCLCO assessment of Client provided estimates. 6 Assumes all retail sales that occur at the spa are taxable. 7 Assumes 85% of sales that occur at the restaurant are taxable. 8 Based on information published by the CCIM Institute. 9 Based on information from the International Council of Shopping Centers (ICSC). 10 Assumes that 75% of employee retail spending is taxable. 11 Assumes that half of employee spending will take place offsite and in the City of Beverly Hills. 12 Daily spending estimate from Dean Runyon Associates, scaled to reflect the difference in average ADR in Los Angeles from the expected ADR at the Subject Property. Average ADR for Los Angeles is sourced from STR. 13 Assumes that half of guest spending will be in Beverly Hills. 14 Assumes that 10% of guest spending will take place onsite.

Note: All values in unescalated 2022 dollars.

Source: ICSC; CCIM Institute; LVMH; Turner & Townsend + Ridgeway Group ("TTRG"); Dean Runyon Associates; STR; City of Beverly Hills; RCLCO Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 70

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4B
General Fund Impact Analysis: Property Tax Revenue
Scenario 3: Planned Project
Beverly Hills, CA
October 2022

MARKET VALUE
Land (Current Assessed Value) 1
$474,558,467
Improvements (Construction Costs) 2
$592,745,074
Total Assessed Value $1,067,303,541

REAL PROPERTY TAX REVENUE
Real Property Tax Rate 3

1.00%
Total Real Property Tax Revenue $10,673,035
% City Share of Real Property Tax Revenue 4

17.42%
City Share of Real Property Tax Revenue $1,858,800

DOCUMENTARY TRANSFER TAX
Turnover Rate 5

10.00%
Property Value Subject to Taxation $106,730,354
Documentary Transfer Tax 6

0.11%
City of Beverly Hills Share 50%
City Share of Documentary Transfer Tax Revenue $58,700

EMS FEE
Property Value Subject to Taxation $106,730,354
EMS Fee7

3.00%
City of Beverly Hills Share 100%
Property Value Subject to Taxation $3,201,900

PROPERTY TAX IN LIEU OF VLF
Total Assessed Value, City of Beverly Hills 8
$40,613,592,221
Property Tax in Lieu of VLF Revenue (Estimate) 9
$5,260,000
% Increase in City's Total Assessed Value from Subject Site 2.6% Increase in City of Beverly Hills VLF Revenue $138,200

TOTAL PROPERTY TAX REVENUE
Real Property Tax $1,858,800
Documentary Transfer Tax $58,700
Property Tax in Lieu of VLF $138,200
Total Property Tax Revenue $2,055,700
EMS Fee $3,201,900
1 2 Based on the total development cost. Refer to Exhibit I-2C. 3 Based on 1% property tax rate.
4 Based on information provided by the City of Beverly Hills Finance Department. 5 Assumes property transacts once every 10 years.
6 From California's Revenue and Taxation Code Section 11911. 7 Based on draft Development Agreement.
8 Based on information published in the 2021 LA County Assessor's Annual Report. 9 Based on information published by the California State Controller's Office for Beverly Hills General Revenues for 2020.

Note: All values in unescalated 2022 dollars.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4C
General Fund Impact Analysis: Transient Occupancy Tax Revenue Scenario 3: Planned Project
Beverly Hills, CA
October 2022
HOTEL
Number of Keys 109
Average Daily Rate 1
$2,045
Occupancy 1

75.0%
Total Hotel Revenue $61,020,244
Transient Occupancy Tax Rate 14%
City of Beverly Hills Transient Occupancy Tax Revenue $8,542,800 Municipal Surcharge 2
5%
City of Beverly Hills Municipal Surcharge Revenue $3,051,000 1 Refer to Exhibit I-2C.
2 Based on draft Development Agreement.

Note: All values in unescalated 2022 dollars.

Source: LVMH; STR; City of Beverly Hills; RCLCO
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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4D
General Fund Impact Analysis: Business Tax Revenue
Scenario 3: Planned Project
Beverly Hills, CA
October 2022
RETAIL BUSINESS TAX REVENUE (Classification B)
Base Tax $75
Net Square Feet 1
25,036
Gross Sales/SF 2
$4,000
Gross Retail Sales $100,144,000
Less: Sales Threshold ($60,000)
Taxable Retail Sales Revenue $100,084,000
Tax Rate on Sales Revenue over $60,000 0.125%
Business Tax on Sales Above Threshold $125,200
Total Business Tax Revenue $125,200
1 Assumes both ground floor and second floor space is dedicated to retail. 2 Note: All values in unescalated 2022 dollars.

Source: City of Beverly Hills; Turner & Townsend + Ridgeway Group ("TTRG"); RCLCO Based on luxury retail brand sales $7,000 per selling area square foot on street level; assumes that street-level sales comprise 80% of total sales taking place within the leasable retail area.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4E
General Fund Impact Analysis: Resident Equivalent Revenues Scenario 3: Planned Project
Beverly Hills, CA
October 2022

REVENUE PROJECTION LAND USE TOTAL

BASIS FACTOR RETAIL HOTEL ALL USES

POPULATION CHARACTERISTICS
Projected Visitors 1
50% 0 164 164
Projected Employees 1
24% 48 432 480
Resident Equivalents Population 11 185 196

REVENUES - AVERAGE COST APPROACH
Other Taxes $1,965,000 Resident-Equivalent Population $41.15 $500 $7,600 $8,100 Intergovernmental Revenues $797,287 Resident-Equivalent Population $16.70 $200 $3,100 $3,300 Licenses and Permits $26,122,870 Resident-Equivalent Population $547.06 $6,300 $101,000 $107,300 Fines and Penalties $6,659,661 Resident-Equivalent Population $139.46 $1,600 $25,700 $27,300 Use of Money and Property $4,578,382 Resident-Equivalent Population $95.88 $1,100 $17,700 $18,800 Current Services $11,159,571 Resident-Equivalent Population $233.70 $2,700 $43,100 $45,800 Miscellaneous Revenues $8,013,985 Resident-Equivalent Population $167.83 $1,900 $31,000 $32,900 Total Revenues $14,300 $229,200 $243,500

Source: Esri; City of Beverly Hills; RCLCO

TOTAL RELEVANT

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4F
Resident Equivalent Assumptions
Scenario 3: Planned Project
Beverly Hills, CA
October 2022

RETAIL HOTEL

EMPLOYEES
Net Square Feet 25,036 -
Occupied Square Feet 95% 23,784 -
Employment Density (SF per Employee) 500 -
Total Employees 48 432

VISITORS
Total Keys 109
Occupancy 75.0%
Average Group Size 2.0
Projected Visitors 163.5
Source: CCIM Institute; LVMH; RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 75

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4G
Property Tax Revenue Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
Property Tax Revenue
2 2022 $854,233
2023 $871,318
2024 $888,744
2025 $906,519
2026 $924,650
20271 $2,103,060
20282 $2,145,121
20293 $2,188,023
20304 $2,231,784
20315 $2,276,420
20326 $2,321,948
20337 $2,368,387
20348 $2,415,755
20359 $2,464,070
2036 10 $2,991,935
2037 11 $3,051,774
2038 12 $3,112,809
2039 13 $3,175,066
2040 14 $3,238,567
2041 15 $3,303,338
2042 16 $3,369,405
2043 17 $3,436,793
2044 18 $3,505,529
2045 19 $3,575,639
2046 20 $4,873,547
2047 21 $4,971,018
2048 22 $5,070,438
2049 23 $5,171,847
2050 24 $5,275,284
2051 25 $5,380,790
2052 26 $5,488,406
2053 27 $5,598,174
2054 28 $5,710,137
2055 29 $5,824,340
2056 30 $7,938,495
Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4G
Property Tax Revenue Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $27,951,967 $20,250,326
2022 - 2056 $119,023,362 $53,920,436
1 Assumes year 1 is 2027, the first year of operations. 2 3
Based on a 4% Discount Rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Based on 1% property tax rate and city share of 17.42%. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4H
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
Motor Vehicle In-Lieu Fee Revenue 2
2022 $63,529
2023 $64,799
2024 $66,095
2025 $67,417
2026 $68,766
2027 1 $156,403
2028 2 $159,531
2029 3 $162,722
2030 4 $165,976
2031 5 $169,296
2032 6 $172,682
2033 7 $176,136
2034 8 $179,658
2035 9 $183,251
2036 10 $222,509
2037 11 $226,959
2038 12 $231,498
2039 13 $236,128
2040 14 $240,850
2041 15 $245,667
2042 16 $250,581
2043 17 $255,592
2044 18 $260,704
2045 19 $265,918
2046 20 $362,443
2047 21 $369,692
2048 22 $377,086
2049 23 $384,627
2050 24 $392,320
2051 25 $400,166
2052 26 $408,170
2053 27 $416,333
2054 28 $424,660
2055 29 $433,153
2056 30 $590,381
Year 1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4H
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $2,078,772 $1,506,005
2022 - 2056 $8,851,699 $4,010,032
1 Assumes year 1 is 2027, the first year of operations. 2 3
Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Assumes implied property tax in-lieu of VLF rate of 0.013% based on calculated VLF revenue generated by this project as a percentage of total assessed value. Refer to Exhibit II-4B. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4I
Documentary Transfer Fee Revenue Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
Documentary Transfer Fee Revenue 2EMS Fee Revenue3
2022 $0 $0
2023 $0 $0
2024 $0 $0
2025 $0 $0
2026 $0 $0
2027 1 $0 $0
2028 2 $0 $0
2029 3 $0 $0
2030 4 $0 $0
2031 5 $0 $0
2032 6 $0 $0
2033 7 $0 $0
2034 8 $0 $0
2035 9 $0 $0
2036 10 $944,867 $51,538,181
2037 11 $0 $0
2038 12 $0 $0
2039 13 $0 $0
2040 14 $0 $0
2041 15 $0 $0
2042 16 $0 $0
2043 17 $0 $0
2044 18 $0 $0
2045 19 $0 $0
2046 20 $1,539,088 $83,950,266
2047 21 $0 $0
2048 22 $0 $0
2049 23 $0 $0
2050 24 $0 $0
2051 25 $0 $0
2052 26 $0 $0
2053 27 $0 $0
2054 28 $0 $0
2055 29 $0 $0
2056 30 $2,507,013 $136,746,138
Year 1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4I
Documentary Transfer Fee Revenue Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
2022-2036
Total $944,867 $51,538,181
NPV 4
$545,637 $29,762,015
2022-2056
Total $4,990,967 $272,234,586
NPV 4
$1,806,797 $98,552,548
1 Assumes year 1 is 2027, the first year of operations. 2 3
4 Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO The City's 50% share of $1.10 per $1,000 in value. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

The City's share of $30.00 per $1,000 in value based on draft Development Agreement. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4J
Other Revenue Sources Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
Sales Tax
2 Business Tax
3 Transient Occupancy Tax
4 Other Revenues
5 Municipal Surcharge 4
2022 $0 $0 $0 $0 $0
2023 $0 $0 $0 $0 $0
2024 $0 $0 $0 $0 $0
2025 $0 $0 $0 $0 $0
2026 $0 $0 $0 $0 $0
20271 $1,191,033 $106,239 $7,249,075 $206,623 $2,588,955 20282 $1,627,746 $145,194 $9,907,069 $282,385 $3,538,239 20293 $1,668,439 $148,823 $10,154,745 $289,445 $3,626,695 20304 $1,710,150 $152,544 $10,408,614 $296,681 $3,717,362 20315 $1,752,904 $156,358 $10,668,829 $304,098 $3,810,296 20326 $1,796,727 $160,267 $10,935,550 $311,701 $3,905,554 20337 $1,841,645 $164,273 $11,208,939 $319,493 $4,003,192 20348 $1,887,686 $168,380 $11,489,162 $327,480 $4,103,272 20359 $1,934,878 $172,590 $11,776,391 $335,667 $4,205,854 2036 10 $1,983,250 $176,904 $12,070,801 $344,059 $4,311,000 2037 11 $2,032,831 $181,327 $12,372,571 $352,661 $4,418,775 2038 12 $2,083,652 $185,860 $12,681,885 $361,477 $4,529,245 2039 13 $2,135,743 $190,507 $12,998,932 $370,514 $4,642,476 2040 14 $2,189,137 $195,269 $13,323,906 $379,777 $4,758,538 2041 15 $2,243,865 $200,151 $13,657,003 $389,271 $4,877,501 2042 16 $2,299,962 $205,155 $13,998,428 $399,003 $4,999,439 2043 17 $2,357,461 $210,284 $14,348,389 $408,978 $5,124,425 2044 18 $2,416,398 $215,541 $14,707,099 $419,203 $5,252,535 2045 19 $2,476,808 $220,929 $15,074,776 $429,683 $5,383,849 2046 20 $2,538,728 $226,452 $15,451,646 $440,425 $5,518,445 2047 21 $2,602,196 $232,114 $15,837,937 $451,435 $5,656,406 2048 22 $2,667,251 $237,917 $16,233,885 $462,721 $5,797,816 2049 23 $2,733,932 $243,865 $16,639,732 $474,289 $5,942,762 2050 24 $2,802,280 $249,961 $17,055,726 $486,147 $6,091,331 2051 25 $2,872,337 $256,210 $17,482,119 $498,300 $6,243,614 2052 26 $2,944,146 $262,615 $17,919,172 $510,758 $6,399,704 2053 27 $3,017,750 $269,181 $18,367,151 $523,527 $6,559,697 2054 28 $3,093,193 $275,910 $18,826,330 $536,615 $6,723,689 2055 29 $3,170,523 $282,808 $19,296,988 $550,030 $6,891,782 2056 30 $3,249,786 $289,878 $19,779,413 $563,781 $7,064,076 Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-4J
Other Revenue Sources Analysis
Scenario 3: Planned Project
Beverly Hills, CA
2022-2056
2022-2036
Total $17,394,458 $1,551,572 $105,869,174 $3,017,634 $37,810,419 NPV 6
$11,910,867 $1,062,440 $72,493,990 $2,066,327 $25,890,711 2022-2056
Total $69,322,438 $6,183,506 $421,922,264 $12,026,228 $150,686,523 NPV 6
$31,644,821 $2,822,693 $192,602,205 $5,489,822 $68,786,502 1 Assumes year 1 is 2027, the first year of operations, at 75% of stabilized levels. 2 Refer to Exhibit II-4A for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 3 Refer to Exhibit II-4D for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 4 Refer to Exhibit II-4C for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 5 Refer to Exhibit II-4E for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 6 Based on a 4% discount rate.

Source: CCIM Institute; LVMH; STR; RCLCO; City of Beverly Hills

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5A
General Fund Impact Analysis: Sales Tax Revenue
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022

ONSITE SALES

RETAIL SALES SPA SALES RESTAURANT SALES
Net SF 1
25,036 Number of Rooms 115 Number of Rooms 115
Occupied Square Feet 95% 23,784 ADR 4$2,010 ADR 4$2,010 Sales/RSF 2
$4,000 Gross Potential Room Revenue $84,369,750 Gross Potential Room Revenue $84,369,750 Subtotal Retail Sales $95,136,800 Less Vacancy (25%) ($21,092,438) Less Vacancy (25%) 4($21,092,438) % Taxable 3
100% Total Room Revenue $63,277,313 Total Room Revenue $63,277,313 Taxable Retail Sales $95,136,800 Spa % Total Room Revenue 5 3.9% F&B % Total Room Revenue 541.9% Sales Tax Rate 1% Total Spa Revenue $2,488,537 Total F&B Revenue (% of Room Revenue) $26,538,322 City Share of Taxable Sales $951,400 % Retail Sales (of Total Spa Revenue) 428% % Taxable 785% Spa Retail Sales $696,790 Taxable Retail Sales $22,557,574 % Taxable 6
100% Sales Tax Rate 1%
Taxable Retail Sales $696,790 City Share of Taxable Sales $225,600 Sales Tax Rate 1%
City Share of Taxable Sales $7,000

EMPLOYEE RETAIL SPENDING HOTEL GUEST SPENDING

RETAIL EMPLOYEES HOTEL EMPLOYEES HOTEL GUESTS
Net Square Feet 25,036 - Number of Keys 115
Occupied Square Feet 95% 23,784 - Occupancy 475.0%
Employment Density (SF per Employee) 8
500 Daily Spending per Key 12 $1,620
Number of Employees at Stabilization 48 456 Total Retail Sales $50,999,625 Weekly Retail Expenditures 9
$175 $175 % Spent in City of Beverly Hills 13 50%
Total Annual Retail Expenditures $436,800 $4,147,596 Taxable Retail Sales $25,499,813 % Taxable Sales 10 75% 75% Less: % Spent Onsite 14 10%
Total Taxable Sales $327,600 $3,110,697 Total Taxable Annual Sales $22,949,831 % Spent Offsite 11 50% 50% Sales Tax Rate 1%
Total Offsite Taxable Sales in City of Beverly Hills $163,800 $1,555,349 City Share of Taxable Sales $229,500 Sales Tax Rate 1% 1%
City Share of Taxable Sales $1,600 $15,600

TOTAL SALES TAX REVENUE
Onsite Sales: Retail $951,400
Onsite Sales: Spa $7,000
Onsite Sales: Restaurant $225,600
Employee Spending: Retail Employees $1,600
Employee Spending: Hotel Employees $15,600
Hotel Guest Spending $229,500
Total Sales Tax Revenue $1,430,700
1 Assuming all ground floor and second floor is dedicated to retail with no office space. 2 Based on luxury retail brand sales $7,000 per selling area square foot on street level; assumes that street-level sales comprise 80% of total sales taking place within the leasable retail area. 3 Assumes all retail sales that occur at the onsite retailers are taxable. 4 Based on RCLCO assessment of Client provided estimates. 5 Based on RCLCO assessment of Client provided estimates. 6 Assumes all retail sales that occur at the spa are taxable. 7 Assumes 85% of sales that occur at the restaurant are taxable. 8 Based on information published by the CCIM Institute. 9 Based on information from the International Council of Shopping Centers (ICSC). 10 Assumes that 75% of employee retail spending is taxable. 11 Assumes that half of employee spending will take place offsite and in the City of Beverly Hills. 12 Daily spending estimate from Dean Runyon Associates, scaled to reflect the difference in average ADR in Los Angeles from the expected ADR at the Subject Property. Average ADR for Los Angeles is sourced from STR. 13 Assumes that half of guest spending will be in Beverly Hills. 14 Assumes that 10% of guest spending will take place onsite.

Note: All values in unescalated 2022 dollars.

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5B
General Fund Impact Analysis: Property Tax Revenue
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022

MARKET VALUE
Land (Current Assessed Value) 1
$474,558,467
Improvements (Construction Costs) 2
$593,997,583
Total Assessed Value $1,068,556,050

REAL PROPERTY TAX REVENUE
Real Property Tax Rate 3

1.00%
Total Real Property Tax Revenue $10,685,561
% City Share of Real Property Tax Revenue 4

17.42%
City Share of Real Property Tax Revenue $1,861,000

DOCUMENTARY TRANSFER TAX
Turnover Rate 5

10.00%
Property Value Subject to Taxation $106,855,605
Documentary Transfer Tax 6

0.11%
City of Beverly Hills Share 50%
City Share of Documentary Transfer Tax Revenue $58,800

EMS FEE
Property Value Subject to Taxation $106,855,605
EMS Fee7

3.00%
City of Beverly Hills Share 100%
Property Value Subject to Taxation $3,205,700

PROPERTY TAX IN LIEU OF VLF
Total Assessed Value, City of Beverly Hills 7
$40,613,592,221
Property Tax in Lieu of VLF Revenue (Estimate) 8
$5,260,000
% Increase in City's Total Assessed Value from Subject Site 2.6% Increase in City of Beverly Hills VLF Revenue $138,400

TOTAL PROPERTY TAX REVENUE
Real Property Tax $1,861,000
Documentary Transfer Tax $58,800
Property Tax in Lieu of VLF $138,400
Total Property Tax Revenue $2,058,200
EMS Fee $3,205,700
1 2 Based on the total development cost. Refer to Exhibit I-2D. 3 Based on 1% property tax rate.
4 Based on information provided by the City of Beverly Hills Finance Department. 5 Assumes property transacts once every 10 years.
6 From California's Revenue and Taxation Code Section 11911. 7 Based on draft Development Agreement.
8 Based on information published in the 2021 LA County Assessor's Annual Report. 9 Based on information published by the California State Controller's Office for Beverly Hills General Revenues for 2020.

Note: All values in unescalated 2022 dollars.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5C
General Fund Impact Analysis: Transient Occupancy Tax Revenue Scenario 4: Proposed Project
Beverly Hills, CA
October 2022
HOTEL
Number of Keys 115
Average Daily Rate 1
$2,010
Occupancy 1

75.0%
Total Hotel Revenue $63,277,313
Transient Occupancy Tax Rate 14%
City of Beverly Hills Transient Occupancy Tax Revenue $8,858,800 Municipal Surcharge 2
5%
City of Beverly Hills Municipal Surcharge Revenue $3,163,900 1 Refer to Exhibit I-2D.
2 Based on draft Development Agreement.

Note: All values in unescalated 2022 dollars.

Source: LVMH; STR; City of Beverly Hills; RCLCO
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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5D
General Fund Impact Analysis: Business Tax Revenue
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022
RETAIL BUSINESS TAX REVENUE (Classification B)
Base Tax $75
Net Square Feet 1
25,036
Gross Sales/SF 2
$4,000
Gross Retail Sales $100,144,000
Less: Sales Threshold ($60,000)
Taxable Retail Sales Revenue $100,084,000
Tax Rate on Sales Revenue over $60,000 0.125%
Business Tax on Sales Above Threshold $125,200
Total Business Tax Revenue $125,200
1 Assumes both ground floor and second floor space is dedicated to retail. 2 Note: All values in unescalated 2022 dollars.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5E
General Fund Impact Analysis: Resident Equivalent Revenues Scenario 4: Proposed Project
Beverly Hills, CA
October 2022

REVENUE PROJECTION LAND USE TOTAL

BASIS FACTOR RETAIL HOTEL ALL USES

POPULATION CHARACTERISTICS
Projected Visitors 1
50% 0 173 173
Projected Employees 1
24% 48 456 504
Resident Equivalents Population 11 195 206

REVENUES - AVERAGE COST APPROACH
Other Taxes $1,965,000 Resident-Equivalent Population $41.15 $500 $8,000 $8,500 Intergovernmental Revenues $797,287 Resident-Equivalent Population $16.70 $200 $3,300 $3,500 Licenses and Permits $26,122,870 Resident-Equivalent Population $547.06 $6,300 $106,700 $113,000 Fines and Penalties $6,659,661 Resident-Equivalent Population $139.46 $1,600 $27,200 $28,800 Use of Money and Property $4,578,382 Resident-Equivalent Population $95.88 $1,100 $18,700 $19,800 Current Services $11,159,571 Resident-Equivalent Population $233.70 $2,700 $45,600 $48,300 Miscellaneous Revenues $8,013,985 Resident-Equivalent Population $167.83 $1,900 $32,700 $34,600 Total Revenues $14,300 $242,200 $256,500

Source: Esri; City of Beverly Hills; RCLCO

TOTAL RELEVANT

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5F
Resident Equivalent Assumptions
Scenario 4: Proposed Project
Beverly Hills, CA
October 2022

RETAIL HOTEL

EMPLOYEES
Net Square Feet 25,036 -
Occupied Square Feet 95% 23,784 -
Employment Density (SF per Employee) 500 -
Total Employees 48 456

VISITORS
Total Keys 115
Occupancy 75.0%
Average Group Size 2.0
Projected Visitors 173
Source: CCIM Institute; LVMH; RCLCO
Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 89

REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5G
Property Tax Revenue Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
Property Tax Revenue
2 2022 $854,233
2023 $871,318
2024 $888,744
2025 $906,519
2026 $924,650
20271 $2,105,528
20282 $2,147,638
20293 $2,190,591
20304 $2,234,403
20315 $2,279,091
20326 $2,324,673
20337 $2,371,166
20348 $2,418,590
20359 $2,466,961
2036 10 $3,047,137
2037 11 $3,108,080
2038 12 $3,170,241
2039 13 $3,233,646
2040 14 $3,298,319
2041 15 $3,364,286
2042 16 $3,431,571
2043 17 $3,500,203
2044 18 $3,570,207
2045 19 $3,641,611
2046 20 $4,963,465
2047 21 $5,062,735
2048 22 $5,163,989
2049 23 $5,267,269
2050 24 $5,372,614
2051 25 $5,480,067
2052 26 $5,589,668
2053 27 $5,701,461
2054 28 $5,815,491
2055 29 $5,931,800
2056 30 $8,084,962
Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5G
Property Tax Revenue Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $28,031,243 $20,299,117
2022 - 2056 $120,782,928 $54,590,449
1 Assumes year 1 is 2027, the first year of operations. 2 3 Based on a 4% Discount Rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Based on 1% property tax rate and city share of 17.42%. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5H
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
Motor Vehicle In-Lieu Fee Revenue 2
2022 $63,529
2023 $64,799
2024 $66,095
2025 $67,417
2026 $68,766
2027 1 $156,587
2028 2 $159,719
2029 3 $162,913
2030 4 $166,171
2031 5 $169,495
2032 6 $172,885
2033 7 $176,342
2034 8 $179,869
2035 9 $183,467
2036 10 $226,614
2037 11 $231,146
2038 12 $235,769
2039 13 $240,484
2040 14 $245,294
2041 15 $250,200
2042 16 $255,204
2043 17 $260,308
2044 18 $265,514
2045 19 $270,825
2046 20 $369,130
2047 21 $376,513
2048 22 $384,043
2049 23 $391,724
2050 24 $399,558
2051 25 $407,549
2052 26 $415,700
2053 27 $424,014
2054 28 $432,495
2055 29 $441,145
2056 30 $601,274
Year 1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5H
Motor Vehicle In-Lieu Fee Revenue Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
Total NPV 3
2022 - 2036 $2,084,667 $1,509,634
2022 - 2056 $8,982,557 $4,059,860
1 Assumes year 1 is 2027, the first year of operations. 2 3
Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO Assumes implied property tax in-lieu of VLF rate of 0.013% based on calculated VLF revenue generated by this project as a percentage of total assessed value. Refer to Exhibit II-5B. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5I
Documentary Transfer Fee Revenue Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
Documentary Transfer Fee Revenue 2EMS Fee Revenue3
2022 $0 $0
2023 $0 $0
2024 $0 $0
2025 $0 $0
2026 $0 $0
2027 1 $0 $0
2028 2 $0 $0
2029 3 $0 $0
2030 4 $0 $0
2031 5 $0 $0
2032 6 $0 $0
2033 7 $0 $0
2034 8 $0 $0
2035 9 $0 $0
2036 10 $962,300 $52,489,073
2037 11 $0 $0
2038 12 $0 $0
2039 13 $0 $0
2040 14 $0 $0
2041 15 $0 $0
2042 16 $0 $0
2043 17 $0 $0
2044 18 $0 $0
2045 19 $0 $0
2046 20 $1,567,485 $85,499,169
2047 21 $0 $0
2048 22 $0 $0
2049 23 $0 $0
2050 24 $0 $0
2051 25 $0 $0
2052 26 $0 $0
2053 27 $0 $0
2054 28 $0 $0
2055 29 $0 $0
2056 30 $2,553,268 $139,269,138
Year 1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5I
Documentary Transfer Fee Revenue Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
2022-2036
Total $962,300 $52,489,073
NPV 4
$555,704 $30,311,132
2022-2056
Total $5,083,052 $277,257,380
NPV 4
$1,840,133 $100,370,866
1 Assumes year 1 is 2027, the first year of operations. 2 3
4 Based on a 4% discount rate.

Source: Los Angeles County Assessor's Office; Turner & Townsend + Ridgeway Group ("TTRG"); City of Beverly Hills; RCLCO The City's 50% share of $1.10 per $1,000 in value. Turnover assumed to occur once every 10 years. Statutory increase of 2% per year is applied until sale; at sale, assessed value is assumed to be reset to market levels (assumed to be 5% appreciation per year). Assumes that between years 1 through 9, market levels are equal to cost of construction; beginning in year 10, market levels are presumed to be equal to the capitalized market value of the property.

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5J
Other Revenue Sources Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
Sales Tax
2 Business Tax
3 Transient Occupancy Tax
4 Other Revenues
5 Municipal Surcharge 4
2022 $0 $0 $0 $0 $0
2023 $0 $0 $0 $0 $0
2024 $0 $0 $0 $0 $0
2025 $0 $0 $0 $0 $0
2026 $0 $0 $0 $0 $0
20271 $1,214,029 $106,239 $7,517,209 $217,655 $2,684,718 20282 $1,659,173 $145,194 $10,273,520 $297,461 $3,669,114 20293 $1,700,653 $148,823 $10,530,358 $304,898 $3,760,842 20304 $1,743,169 $152,544 $10,793,617 $312,520 $3,854,863 20315 $1,786,748 $156,358 $11,063,457 $320,333 $3,951,235 20326 $1,831,417 $160,267 $11,340,043 $328,342 $4,050,015 20337 $1,877,202 $164,273 $11,623,544 $336,550 $4,151,266 20348 $1,924,132 $168,380 $11,914,133 $344,964 $4,255,048 20359 $1,972,236 $172,590 $12,211,986 $353,588 $4,361,424 2036 10 $2,021,542 $176,904 $12,517,286 $362,428 $4,470,459 2037 11 $2,072,080 $181,327 $12,830,218 $371,488 $4,582,221 2038 12 $2,123,882 $185,860 $13,150,974 $380,776 $4,696,776 2039 13 $2,176,979 $190,507 $13,479,748 $390,295 $4,814,196 2040 14 $2,231,404 $195,269 $13,816,742 $400,052 $4,934,551 2041 15 $2,287,189 $200,151 $14,162,160 $410,054 $5,057,914 2042 16 $2,344,369 $205,155 $14,516,214 $420,305 $5,184,362 2043 17 $2,402,978 $210,284 $14,879,120 $430,813 $5,313,971 2044 18 $2,463,052 $215,541 $15,251,098 $441,583 $5,446,821 2045 19 $2,524,629 $220,929 $15,632,375 $452,623 $5,582,991 2046 20 $2,587,744 $226,452 $16,023,184 $463,938 $5,722,566 2047 21 $2,652,438 $232,114 $16,423,764 $475,537 $5,865,630 2048 22 $2,718,749 $237,917 $16,834,358 $487,425 $6,012,271 2049 23 $2,786,717 $243,865 $17,255,217 $499,611 $6,162,578 2050 24 $2,856,385 $249,961 $17,686,597 $512,101 $6,316,642 2051 25 $2,927,795 $256,210 $18,128,762 $524,903 $6,474,558 2052 26 $3,000,990 $262,615 $18,581,981 $538,026 $6,636,422 2053 27 $3,076,015 $269,181 $19,046,531 $551,477 $6,802,333 2054 28 $3,152,915 $275,910 $19,522,694 $565,264 $6,972,391 2055 29 $3,231,738 $282,808 $20,010,762 $579,395 $7,146,701 2056 30 $3,312,531 $289,878 $20,511,031 $593,880 $7,325,368 Year
1

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REAL ESTATE CONSULTING

EXHIBITS
Exhibit II-5J
Other Revenue Sources Analysis
Scenario 4: Proposed Project
Beverly Hills, CA
2022-2056
2022-2036
Total $17,730,302 $1,551,572 $109,785,153 $3,178,739 $39,208,983 NPV 7
$12,140,836 $1,062,440 $75,175,460 $2,176,644 $26,848,378 2022-2056
Total $70,660,881 $6,183,506 $437,528,684 $12,668,285 $156,260,244 NPV 7
$32,255,803 $2,822,693 $199,726,339 $5,782,913 $71,330,835 1 Assumes year 1 is 2027, the first year of operations, at 75% of stabilized levels. 2 Refer to Exhibit II-5A for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 3 Refer to Exhibit II-5D for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 4 Refer to Exhibit II-5C for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 5 Refer to Exhibit II-5E for base year estimates in 2022 dollars. Assumes base year estimates grow by 2.5% annual inflation. 6 Based on a 4% discount rate.

Source: CCIM Institute; LVMH; STR; RCLCO; City of Beverly Hills

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Perkins Coie LLP | Residual Value & General Fund Revenue Analysis | Cheval Blanc Beverly Hills R1-12926.03 | October 26, 2022 | 97

A U S T I N
5 0 1 C o n g r e s s A v e n u e , S u i t e 1 5 0
A u s t i n , T X 7 8 7 0 1

L O S A N G E L E S
1 1 6 0 1 W i l s h i r e B o u l e v a r d , S u i t e 1 6 5 0 L o s A n g e l e s , C A 9 0 0 2 5

O R L A N D O
9 6 4 L a k e B a l d w i n L a n e , S u i t e 1 0 0
O r l a n d o , F L 3 2 8 1 4

WA S H I N G TO N , D C
7 2 0 0 W i s c o n s i n A v e n u e , S u i t e 1 1 1 0 B e t h e s d a , M D 2 0 8 1 4
Attachment 12
FEIR
(under separate cover and available at
www.beverlyhills.org/environmental)

Beverly Hills City CouncilNovember 1, 2022

Beverly Hills City Council
November 1, 2022