Beverly Hills City Council
January 3, 2023

AGENDA REPORT
Meeting Date: January 3, 2023
Item Number:

To: Honorable Mayor & City Council
From: Logan Phillippo, Real Property Development Manager Jonathan Gernes, Management Analyst
Subject: RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS

APPROVING A PURCHASE AND SALE AGREEMENT AND JOINT

ESCROW INSTRUCTIONS, IN SUBSTANTIVE FORM, BY AND

BETWEEN THE CITY OF BEVERLY HILLS AND WILSHIRE

COMMERCIAL HOLDINGS, LLC CONCERNING REAL PROPERTY
LOCATED AT 8401 WILSHIRE BOULEVARD IN BEVERLY HILLS;
AND

APPROVAL OF AN APPROPRIATION FROM THE GENERAL FUND
(FUND 001) IN THE AMOUNT OF $7,995,000, WHICH INCLUDES
$20,000 FOR ESCROW FEES AND DUE DILIGENCE ACTIVITIES
Attachment: 1. Resolution

2. Draft Purchase and Sale Agreement

RECOMMENDATION
Staff recommends City Council:

1. Approve a Resolution of the Council of the City of Beverly Hills Approving a Purchase And Sale Agreement and Joint Escrow Instructions, in Substantive Form, by and between the City of Beverly Hills (“Buyer”), and Wilshire Commercial Holdings, LLC, a California Limited Liability Company (“Seller”), Concerning Real Property Located At 8401 Wilshire Boulevard in Beverly Hills (“Resolution”); and

2. Approve an appropriation from General Fund (Fund 001) available balance in the amount of $7.995 million.

INTRODUCTION
The City has negotiated the acquisition of real property located at 8401 Wilshire Boulevard, which is situated the northwest corner of the Wilshire Boulevard/Gale Drive intersection and composes part of the property often referred to as the Gale Yard (the E-7
Meeting Date: January 3, 2023

“Property”). The purchase price is $7.975 million and staff estimates an additional $20,000 is necessary for various escrow fees and due diligence activities such as surveys and environmental site assessments.

By approving the Resolution, included as Attachment 1, City Council will (i) find the acquisition advances goals and objectives of the General Plan and is in conformity with the General Plan, (ii) approve a Purchase and Sale Agreement and authorize the City Manager to sign all related documents, (iii) find that acquisition is exempt from the California Environmental Quality Act (CEQA).

DISCUSSION
According to records from the Los Angeles County Assessor, the Property at 8401 Wilshire Boulevard, depicted as Parcel C in the diagram below, contains approximately 6,150 square feet of land area. The City already controls Parcel A and Parcel B. The acquisition completes an assemblage of City-controlled property spanning the block along Wilshire Boulevard from Hamilton Drive to Gale Drive.

Ariel Diagram of the Property
Parcel Address Sqft Acres Description
A 8423 Wilshire 19,290 0.44 Clock Market Building
B 8421 Wilshire 18,630 0.43 Gale Yard
C 8401 Wilshire 6,150 0.14 Gale Yard
Total 44,070 1.01
Parcel A at 8423 Wilshire, acquired in 2019, includes the Clock Market historic building and contains approximately 19,290 square feet of land. Parcel B at 8421 Wilshire, acquired in 2017, is used by Metro for construction purposes under an active temporary construction easement (“TCE”) as part of the larger property often referred to as the Gale Yard and contains 18,630 square feet of land. The subject Property, Parcel C at 8401 Wilshire, is similarly used by Metro under a TCE and contains approximately 6,150 square Meeting Date: January 3, 2023

feet of land. The total assemblage is approximately 44,070 square feet of land, slightly larger than one acre.

The Property is encumbered by Metro’s TCE through the sooner of (i) Metro’s written notice that it no longer needs the TCE, or (ii) September 5, 2025.

The City has taken and continues to take steps to acquire properties in key areas for future parking and/or economic development purposes. Upon termination of the TCE the assembled properties could be utilized in conjunction with streetscape improvements to provide public amenities, destination retail, and/or residential uses in a mixed use project that meet City objectives to enhance the pedestrian experience and activate southeast area businesses.

The City is evaluating preliminary options for future use of the property it already owns and has conducted two Gale Yard Public Forums to seek input on future long-term uses of the 8421 Wilshire property. The first public forum took place on May 2, 2022 and the second on October 17, 2022. While the community discussed a broad range of options and uses, there was a general understanding to maintain the historic integrity of the Clock Market and consensus that the City should acquire the subject Property at 8401 Wilshire, if possible, since it so clearly enhances development options. Information, presentations, and recordings of both public forums are available online at www.beverlyhills.org/galeyard.

Purchase and Sale Agreement
The Purchase and Sale Agreement includes the following key terms:
 A purchase price of $7.975 million;
 A deposit of $239,250 (3% of the purchase price) to be delivered to escrow within 5 business days after approval of the Agreement, this amount is attributed toward the purchase price;
 Buyer and Seller shall evenly split the cost of escrow fees;  Seller shall pay the premium for a standard title insurance policy and Buyer shall pay the expenses necessary to obtain extended coverage (i.e. an ALTA survey) ;  No brokerage fees are associated with the transaction;  A Buyer contingency period of 85 days to perform due diligence. During this time, if the City determines that any conditions of the Property are not acceptable as a result of due diligence review and physical inspections (i.e. hazardous substance inspections, soil inspection, conditions of title, surveys, etc.), then the City may terminate the Purchase and Sale Agreement by written notice.

General Plan Conformity Finding
Before the City can acquire any real property, the City’s designated planning agency must review the proposed transaction for conformity with the General Plan as set forth in California Government Code Section 65402 (a):
“If a general plan or part thereof has been adopted, no real property shall be acquired by dedication or otherwise for street, square, park or other public purposes, and no real property shall be disposed of, no street shall be vacated or abandoned, and no public building or structure shall be constructed or authorized, if the adopted general plan or part thereof applies thereto, until the location, purpose and extent of such acquisition or disposition, such street vacation or abandonment, or such public building Meeting Date: January 3, 2023

or structure have been submitted to and reported upon by the planning agency as to conformity with said adopted general plan or part thereof…” The purpose of the general plan conformance review is to ensure that consideration is given to the policies and goals of a jurisdiction’s general plan when real estate is bought or sold by a government agency. This is meant as a safeguard to prevent jurisdictions from purchasing property that may be in a location, or have characteristics that make it a poor investment of public funds, or disposing of property that could be of future use to the jurisdiction.

Pursuant to Beverly Hills Municipal Code 10-1-102(I.) and as amended by Ordinance 19- O-2792, City Council is designated as the City’s planning agency as set forth in State Planning and Zoning Law for the purposes of reviewing and considering the proposed transaction’s conformity with the General Plan.

The acquisition of property located at 8423 Wilshire is consistent with the City’s General Plan. The project advances the following goals and policies of the General Plan as outlined in the table below.

Relevant General Plan Policies
Policy 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.

Policy LU 2.7 City Gateways. Explore opportunities for public improvements and private development to work together to enhance the sense and quality of entry at key gateways into the City.

Policy LU 5.3 Senior Housing. Encourage the development of senior housing that is accessible to commercial services, health and community facilities, and public transit
Policy 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.

Policy LU 9.2 Mitigation of Existing Commercial Residential Conflicts. In those areas where conflicts already exist due to the abrupt change in character or spillover effects of commercial uses onto adjacent residential areas, methods should be sought to mitigate existing problems through appropriate mechanisms such as landscaping and screening, use of selected residential parcels to provide park buffers with the possibility of underground parking to serve the adjacent commercial areas, and the development of consolidated parking facilities to serve commercial areas deficient in parking, or commercial areas which have no alley access to the rear and would require numerous curb cuts if parking were provided on individual parcels.

Meeting Date: January 3, 2023

Relevant General Plan Policies
Policy 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 9900 Wilshire Boulevard where additional building height is appropriate. A variety of land uses such as commercial, residential, and mixed use should be considered for the gateway locations. A change of use from commercial to residential or mixed use should be allowed only if such change provides an adequate transition to adjacent single family neighborhoods Policy LU 9.5 Commercial/ Residential Mixed Uses. The feasibility of allowing mixed commercial/residential uses should be analyzed in order to expand the variety of housing types available and in certain areas, to improve commercial/residential transitions
Policy LU 11.5 Retail Streetscapes. Maintain and, where deficient, improve street trees, plantings, furniture, signage, public art, and other amenities that promote pedestrian activity
Policy LU 11.6 Parking. Parking. Explore opportunities to expand the parking supply in underserved commercial districts and residential neighborhoods which may be developed publicly, privately, or by joint public-private partnerships.

Policy LU 11.7 Connectivity to Parking. Require that commercial and office districts be linked to parking areas and garages by well-designed and attractive pedestrian corridors.

Policy LU 13.3 Compatibility of Public Buildings and Sites. Ensure that City-owned buildings, sites, and infrastructure are designed to be compatible in scale, mass, character, architecture, and landscape with the district or neighborhood in which they are located.

Policy 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.

Policy LU 16.10 Affordable Housing. Support the development of affordable housing as required by state law.

Policy ES 3.3 Multi-modal Transportation. Multi-modal Transportation. Encourage and promote the use of existing public transportation to link these areas with the Triangle while developing alternative means of public transportation to ease congestion and facilitate successful, high-quality development throughout the City.

Policy 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.

Policy H 2.8 Transit-Oriented Housing. Promote access, where feasible, from residential neighborhoods and new residential development to existing transit stops and to the anticipated subway stations.

Meeting Date: January 3, 2023

Relevant General Plan Policies
Policy H 3.2 Senior Housing. Support provision of a variety of housing options for seniors to foster independence and the ability of seniors to remain in the community as they age.

Policy CIR 2.1 Metro Subway Extension. Support the extension of the Metro subway extension through the City along Wilshire Boulevard with stations at Beverly/Rodeo and La Cienega to enhance transit service and increase transit ridership within the City and the West LA region. Explore other stops as appropriate.

Policy CIR 2.1a Linking Transit and Development. Encourage appropriate development that may include parking for local transit riders, localserving retail, high-end retail, restaurant and supporting uses in and around transit stops and stations.

Policy CIR 4.3 Several detailed plans for expanded parking facilities have been developed over the years. It would be appropriate to update these into a specific program for future acquisition and expansion, as needed. This should include consideration of acquisition and possible leaseback for commercial purposes so that such parcels may be available as long as 25 years before they are needed.

Policy CIR 4.10 Parking Strategies. Examine a variety of parking strategies to maximize City resources, promote economic development, and encourage alternative modes of travel within the City, including congestion pricing programs, Parking Assessment Districts, extension of the In-Lieu Fee Program to commercial districts throughout the City, demand management studies, parking registration and reporting programs, and programs for public education regarding parking programs.

Acquisition of the commercial property is in conformance with the General Plan. In addition to advancing the above General Plan policies, the purchase of the property does not impede the advancement of other General Plan goals and policies. For example:
 The site could be utilized to interface with future parking and/or public transportation infrastructure, including the future La Cienega Station, connecting public transportation to commercial uses (LU 2.7, LU 9.2, LU 11.6, LU 11.7, ES

3.3, CIR 2.1, CIR 2.1a, CIR 4.3, CIR 4.10);
 The site could be utilized as a public gathering or civic space with on-site retail and restaurant uses with outdoor dining that serves pedestrians and public transit users (LU 2.1, LU 9.1, LU 11.5, LU 13.3, LU 16.4, OS 8.5); and/or  The site could be utilized with the neighboring properties as a mixed-use development, providing affordable senior housing with first floor retail and restaurant uses (LU 5.3, LU 9.3, LU 9.5, LU 16.10, H 2.8, H 3.2).

California Environmental Quality Act Review
The project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The project appears to qualify for a categorical exemption pursuant to Section 15061(b)(3) of the Guidelines (common sense exemption) as it can be "seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment". There are no plans for changes of use of the properties at this time, and therefore it can be seen with certainty that the change in Meeting Date: January 3, 2023

ownership will result in no significant effects on the environment. If in the future there are plans to undertake a project involving the properties, that future project will be subject to CEQA review and will be reviewed as appropriate.

FISCAL IMPACT
City Council approval of the Purchase and Sale Agreement would result in a one-time cost of $7.975 million plus closing costs and other inspections during the due diligence period.

Buyer closing costs are estimated at approximately $5,000, which accounts for 50% of the escrow company’s fee as well as the extended portion of title insurance. Inspection costs are estimated at approximately $15,000, which accounts for necessary environmental site assessments and the cost of a land survey prepared to the standards of the American Land Title Association (“ALTA”) and the American Congress on Surveying and Mapping (“ACSM”).

Land Acquisition is part of the City’s Capital Improvement Program (“CIP”) budget. While the Capital Assets Fund (Fund 405) Land Acquisition CIP currently has an available balance of $6.95 million, these funds were previously set aside for other purposes, with approximately $4.68 million for other land acquisitions contemplated by a Memorandum of Agreement with Los Angeles County Metropolitan Transit Authority (“Metro”) and an additional $2.27 million for acquisitions specifically related to green/open space.

Therefore, an appropriation of the full $7.975 million is necessary to complete the acquisition of the subject Property.

At the December 13, 2022 Study Session, City Council received a report regarding the 2021-22 General Fund available balance and Staff presented existing earmarks and recommended future earmarks. As shown in the report, an existing $5 million earmark from prior fiscal years related to land acquisition near future subway stations is available.

This $5 million amount is not included in the Land Acquisition CIP discussed above.

Additionally at the Study Session, City Council earmarked $29.1 million toward future Capital Improvement Program budget needs.

Staff recommends City Council approve a General Fund appropriation of $5 million from the existing earmark for land acquisition near future subway stations and an additional $2.995 million General Fund appropriation from the recently approved earmark towards future Capital Improvement Program needs. Should City Council not approve appropriations of these earmarks, an appropriation from the General Fund unassigned balance would be necessary. This General Fund appropriation will be transferred to the Capital Assets Fund (Fund 405) CIP account for Land Acquisition (405-12301-850100- 00647).

Jeff S. Muir
Director of Finance
Ryan Gohlich
Assistant City Manager
Finance Approval Approved By
Attachment 1
1 RESOLUTION NO. 23-R- RESOLUTION OF THE COUNCIL OF THE CITY OF BEVERLY HILLS

APPROVING A PURCHASE AND SALE AGREEMENT AND JOINT

ESCROW INSTRUCTIONS, IN SUBSTANTIVE FORM, BY AND BETWEEN

THE CITY OF BEVERLY HILLS AND WILSHIRE COMMERCIAL
HOLDINGS, LLC CONCERNING REAL PROPERTY LOCATED AT 8401

WILSHIRE BOULEVARD IN BEVERLY HILLS
The City Council of the City of Beverly Hills (“City”) does resolve as follows:

Section 1. California Government Code Section 65402 (a) requires that if a general plan has been adopted, no real property shall be acquired until the location, purpose and extent of such disposal has been submitted to and reported upon by the planning agency as to conformity with said adopted general plan; Section 10-1-102 of the Beverly Hills Municipal Code specifies that the City Council is the planning agency for the City of Beverly Hills for this purpose. The City Council, in such capacity, hereby finds/resolves that: (i) the proposed purchase advances the goals and objectives of the General Plan, and presents no impediments to achieving the goals and objectives of the General Plan; and (ii) the acquisition of the commercial property is in conformity with the City’s General Plan.

Section 2. The City Council hereby approves that certain “PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS” by and between the City of Beverly Hills (“Buyer”) and Wilshire Commercial Holdings, LLC (“Seller”) in connection with 8401 Wilshire Boulevard in Beverly Hills (“Agreement”), in substantially the form attached, with such changes as the City Manager and Seller may mutually agree to that are approved by the City Attorney’s Office. 2 Section 3. This Resolution has been reviewed with respect to the applicability of the California Environmental Quality Act (Public Resources Code Section 21000 et seq.) ("CEQA"). Section 15061 (b)(3) of the CEQA Guidelines (common sense exemption) apply, as it can be "seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment".

The City Council hereby finds that acquisition of the property qualifies for exemption from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of the Guidelines (common sense exemption) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. There are no plans for changes of use of the properties at this time, and therefore it can be seen with certainty that the change in ownership will result in no significant effects on the environment. If in the future there are plans to undertake a project involving the property, that future project will be subject to CEQA review and will be reviewed as appropriate.

Section 4. The City Clerk is directed to file a Notice of Exemption pursuant to CEQA Guidelines Section 15062.

Section 5. The City Manager is authorized and directed to execute the Agreement in substantially the form attached, with such changes as the City Manager and the Seller may mutually agree to that are approved by the City Attorney’s Office.

Section 6. The City Manager or their designee shall administer the terms of the Agreement on behalf of the City, and may enter into non-substantial amendments, including but not limited to extensions of the Buyer due diligence contingency period and other similar agreements and documents as contemplated by or described in the 3 Agreement or as necessary and convenient to effectuate the transaction contemplated therein. Section 7. The City’s Real Property Development Manager shall furnish a copy of the Agreement, after it has been approved and fully executed by the City, along with a copy of this resolution, to the Seller or its counsel. Section 8. The City Clerk shall certify to the adoption of this resolution and shall cause this resolution and their certification to be entered in the Book of Resolutions of the City. Adopted:

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

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
______________________________ _____________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY City Attorney City Manager
Attachment 2
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PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (the “Agreement”) is dated as of January 3, 2023 (the “Effective Date”) and is entered into by and between the CITY OF BEVERLY HILLS, a California municipal corporation (“Buyer”), and WILSHIRE COMMERCIAL HOLDINGS, LLC, a California limited liability company (“Seller”).

RECITAL
A. Seller owns the land described on Exhibit “A” and all improvements thereon (the “Property”), having a street address of 8401 Wilshire Boulevard, Beverly Hills, California 90211.

B. Buyer desires to acquire the Property from Seller, and Seller desires to convey the Property to Buyer. C. The Property is an approximate 6,150 square foot (0.14 acres) vacant lot currently used by the Los Angeles County Metropolitan Transportation Authority (“Metro”) for a temporary construction easement (“TCE”) to facilitate Metro’s construction of the Purple Line Extension Project. The TCE was recorded on August 19, 2016 as Document Number 20160992509 in the Official Records of the County of Los Angeles. The terms of the TCE provide that it will terminate on the earlier of (i) date on which Metro notifies the property owner that it no longer needs the TCE or (ii) September 5, 2025 (ten years from commencement).

D. The City owns adjacent property and seeks to acquire the Property for public use, namely for public transportation and other public services in connection with the upcoming metro station located at Wilshire Boulevard and La Cienega Boulevard.

E. The City obtained an independent appraisal of the Property and set just compensation in accordance with applicable law. City extended to Seller a written offer dated January 8, 2019 pursuant to Government Code Section 7267.2 to purchase for the Property for public use, namely public transportation and other public services in connection with the upcoming metro station located at Wilshire Boulevard and La Cienega Boulevard, and all uses necessary or convenient thereto. In accordance with the requirements of Government Code Section 7267.2 and the Eminent Domain Law (California Code of Civil Procedure Section 1230.010 et seq.), the written offer included an informational pamphlet providing an overview of the eminent domain process and of Seller’s rights.

F. The Parties negotiated City’s purchase in fee of the Property, and have reached an agreement regarding the terms of City’s purchase of the Property in fee in lieu of condemnation, subject to ratification by the City Council.

G. The Parties acknowledge that the City is authorized to acquire real property by eminent domain for a public use, including public parking, municipal purposes, other public services, and all uses necessary or convenient thereto in connection with the upcoming metro DRAFT
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station located at Wilshire Boulevard and La Cienega Boulevard, and all uses necessary or convenient thereto pursuant to the authority conferred upon the City of Beverly Hills by California Constitution Article 1, Section 19, California Government Code Sections 37351 and 40404, and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law), and other provisions of law. The City Council of the City of Beverly Hills, as City’s governing body, has sole discretion to make the findings required by Code of Civil Procedure Section 1240.030 for the adoption of a resolution of necessity pursuant to the Eminent Domain Law. (Code of Civil Procedure Section 1245.220). If Seller and City had not reached agreement for the City’s purchase of the Property, City Staff would have recommended that the City Council consider the adoption of a resolution of necessity authorizing the initiation of eminent domain proceedings to acquire the Property in accordance with the Eminent Domain Law. In lieu thereof, the Parties wish to enter into this Agreement. However, Seller is solely responsible for consulting its tax advisors or seeking a letter ruling from the Internal Revenue Service regarding the applicability of 26 U.S.C. Section 1033 to Seller’s sale to the City of the Property in fee for the proposed public uses set forth above. City makes no express or implied representation regarding the applicability of 26 U.S.C. Section 1033 to this transaction, but City and Seller agree that this Agreement is entered into under threat of condemnation.

NOW, THEREFORE, in consideration of ten dollars ($10), the mutual covenants in this Agreement, and other consideration the sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree as follows:

1. Purchase and Sale. Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, subject to and in accordance with the terms and conditions hereinafter set forth. The above Recitals are incorporated herein as part of this Agreement.

2. Opening and Closing of Escrow. Within five (5) business days after the Effective Date, Buyer and Seller shall deliver a copy of this fully executed Agreement to, and shall open an escrow (the “Escrow”) with, Commonwealth Land Title Company (the “Escrow Holder” or “Title Company”), at 601 S. Figueroa St. # 4000, Los Angeles, California 90017. As used herein, the term “Close of Escrow” shall mean that a grant deed for the Property in favor of Buyer in the form attached hereto as Exhibit “B” (with an attached Certificate of Acceptance executed by Buyer and acknowledged) have been recorded in the Official Records of the Los Angeles County Recorder’s Office, in accordance with and subject to the terms hereof. The Close of Escrow or Closing shall occur within five (5) business days after the end of the Contingency Period, as defined in Section 6.1 below (the “Closing Date”).

3. Purchase Price. The purchase price for the Property (“Purchase Price”) is SEVEN MILLION NINE HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($7,975,000.00). 4. Deposit. Within five (5) business days following the opening of Escrow, Buyer shall deliver funds, by check, wire transfer or other means, in the amount of TWO HUNDRED THIRTY-NINE TWO HUNDRED FIFTY AND NO/100 DOLLARS ($239,250.00), to the Escrow Holder to be deposited in an interest-bearing account and held as an earnest money DRAFT
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deposit under the Escrow pursuant to the terms and provisions hereof (which earnest money deposit, together with the interest thereon, is herein called the “Deposit”). The Deposit shall be:
(i) applicable to the Purchase Price; (ii) refunded to Buyer if the Close of Escrow does not occur due to a failure of a condition to closing or if the Seller defaults; and (iii) retained by the Seller as liquidated damages in accordance with the following.

If Buyer breaches any obligation hereunder which Buyer is to perform prior to the Close of Escrow, and Buyer fails to cure such breach within five (5) business days after receipt of written notice from Seller, then Seller may terminate this Agreement and the Escrow by giving written notice of such termination to Buyer and Escrow Holder, and the Deposit shall then be retained by Seller as liquidated damages for Buyer’s incurred default, as Seller’s sole and exclusive remedy for Buyer’s uncured default. IF CLOSING FAILS TO OCCUR SOLELY BECAUSE OF BUYER’S UNCURED

DEFAULT, SELLER WILL BE DAMAGED AND WILL BE ENTITLED TO

COMPENSATION FOR THOSE DAMAGES, BUT SUCH DAMAGES WILL BE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN. BUYER DESIRES

TO LIMIT THE AMOUNT OF DAMAGES FOR WHICH BUYER MIGHT BE LIABLE SHOULD BUYER BREACH THIS AGREEMENT. BOTH BUYER AND SELLER WISH

TO AVOID THE COSTS AND LENGTHY DELAYS THAT WOULD RESULT IF

SELLER FILED A LAWSUIT TO COLLECT ITS DAMAGES FOR A BREACH OF THIS AGREEMENT. IF CLOSING FAILS TO OCCUR BECAUSE OF BUYER’S

UNCURED DEFAULT, THEN THE DEPOSIT SHALL BE DEEMED TO CONSTITUTE A REASONABLE AND FINAL ESTIMATE OF SELLER’S DAMAGES AND SHALL BE RETAINED BY SELLER AS LIQUIDATED DAMAGES AS SELLER’S SOLE AND EXCLUSIVE REMEDY. SELLER AND BUYER ACKNOWLEDGE THAT THEY

HAVE READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS TERMS.

THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH

LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369,

BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA CIVIL CODE SECTIONS 1671, 1676 AND 1677. IN NO

EVENT SHALL THIS SECTION LIMIT BUYER'S INDEMNITY OBLIGATIONS

UNDER THIS AGREEMENT, OR SELLER'S RIGHT TO RECOVER ITS

ATTORNEYS' FEES AND COSTS RELATING TO THE ENFORCEMENT OF THE TERMS OF THIS AGREEMENT (INCLUDING THE TERMS OF THIS SECTION 4,

OR ANY OF SELLER'S OTHER RIGHTS AND/OR REMEDIES AT LAW AND/OR IN EQUITY).THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

BUYER’S INITIALS SELLER’S INITIALS
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5. Title. 5.1 Condition of Title; Title Policy. It is a condition to the Close of Escrow that the Title Company be committed to issue to Buyer, upon Close of Escrow, a standard CLTA owner’s policy of title insurance (“Title Policy”) in an amount equal to the Purchase Price, showing the Property subject only to the Permitted Exceptions (as defined in Section 5.2). Buyer may instead elect to obtain an extended coverage ALTA owner’s policy of title insurance (“Extended Policy”) provided: (a) Buyer pays for all additional premiums and any other fees and costs attributable thereto, and (b) Buyer shall be solely responsible for the additional requirements for the issuance of the Extended Policy (such as an ALTA survey).

5.2 Permitted Exceptions. The term “Permitted Exceptions” as used herein shall mean the following described conditions and exceptions to title:

5.2.1 The TCE. 5.2.2 Matters affecting the condition of title created by or with the written consent of Buyer.

5.2.3 Other exceptions to title disclosed by the Title Report (defined below) that have not been disapproved in writing by Buyer prior to the end of the Contingency Period (as defined in Section 6.1 below). 5.3 Seller Representations; Seller hereby represents and warrants to Buyer as of the date hereof (which representations and warranties shall survive the Close of Escrow, and are being relied upon by Buyer in entering into this Agreement and purchasing the Property):
(i) Except with respect to the rights and obligations arising from the TCE, no leases affect the Property.
(ii) The Seller is not in default under the TCE, and to Seller’s actual knowledge, without investigation or inquiry, LA Metro is not in default thereunder; (iii) Seller has no actual knowledge (without investigation or inquiry) and has not received any notice from any governmental entity, tenant or other person or entity, that hazardous materials are present on the Property or that the Property does not comply with applicable law. 5.4 Title Report, Review and Approval. Promptly following the Effective Date, Seller shall obtain a preliminary report from the Title Company, with hyperlinks to the underlying documents relating to the Schedule B exceptions set forth in such report (collectively, the “Title Report”), and shall deliver it (or cause the Title Company to deliver it) to Buyer by email to [email protected]. Buyer shall have until the end of the Contingency Period (defined in Section 6.1) to review and approve the Title Report and any ALTA survey (“Survey”) obtained by Buyer. Buyer shall notify Seller in writing on or before the end of the Contingency Period (defined in Section 6.1) of any disapproved matters in the Title Report and Survey, and if Seller indicates it will not remove them by Close of Escrow (or if they are not so removed), DRAFT
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Buyer may terminate the Agreement by written notice to Seller and the Deposit will be returned to Buyer. Any matters not so disapproved shall be a part of the Permitted Exceptions; however, Buyer hereby objects to any and all monetary encumbrances that may appear in the Title Report (except for the lien for assessments, if any, not yet due), all of which shall be removed therefrom by Seller at no cost to Buyer, and none of which shall be a Permitted Exception. Notwithstanding anything to the contrary in this Agreement, the Parties agree that the TCE is not a monetary encumbrance and shall be a Permitted Exception, provided it is not extended by Seller without the prior written consent of Buyer. 6. Suitability of Property and Property Documents. 6.1 Contingency Period. It is a condition precedent to the Close of Escrow for Buyer’s benefit that Buyer has determined, on or before the date that is eighty-five (85) days after the Effective Date (the “Contingency Period”) that the Property and documents in Seller’s possession relating to the Property and title to the Property (including any Survey, and all title exceptions) are acceptable to Buyer.

Seller shall deliver copies of (a) the TCE, and (b) current real property tax invoices relating to the Property to Buyer within five (5) business days after the Effective Date, and shall deliver to Buyer a Natural Hazard Disclosure Statement (“NHDS”) as soon as reasonably possible. The foregoing does not affect any obligation of Seller under applicable law to disclose all material facts about the Property known to Seller and not known to Buyer.

If Buyer determines that any such documents or the Property or title to the Property or the NHDS is not acceptable, then Buyer may terminate this Agreement by written notice to Seller on or before the end of the Contingency Period. 6.2 Right of Entry; Inspections, Testing. Prior to the end of the Contingency Period, Buyer may conduct, at Buyer’s sole expense, such inspections and testing of the Property, including the improvements thereon, as Buyer may desire or deem appropriate, in Buyer’s sole and absolute discretion, to determine the suitability of the Property for Buyer’s intended uses. Buyer shall not conduct any invasive testing at the Property without the prior written consent of Seller which consent shall not be unreasonably withheld or delayed; however: (i) if Seller does not give such consent for any reason, Buyer may terminate this Agreement by written notice to Seller given prior to the end of the Contingency Period, and (ii) if Seller consents, and such consent is not given within three (3) business days after written request of Buyer, then the Contingency Period shall be extended by any additional time (beyond the 3 business days) it takes for Seller to give such consent. Buyer shall reasonably repair and restore areas of the Property affected by Buyer’s inspections so that they are in substantially the same condition as before such inspections as soon as reasonably possible. Seller hereby grants to Buyer and its authorized employees, representatives, agents and contractors, permission and a license, upon forty-eight (48) hours prior written notice to Seller, to enter upon the Property at all reasonable times prior to the end of the Contingency Period for the purpose of conducting such inspections and testing. In the event the Property is occupied by any person(s) other than Seller, Seller shall make arrangements with such person(s) to ensure access by Seller its authorized employees, DRAFT
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representatives, agents and contractors in order to conduct the inspections and testing pursuant to this section, provided, however, Buyer shall coordinate directly with Metro with respect to its entry upon the Property. Notwithstanding the foregoing, any such inspections or testing shall not unreasonably interfere with and shall be conducted in a manner as to minimize disruption of the tenant’s use of the Property. Buyer shall indemnify, protect, defend (with legal counsel reasonably acceptable to Seller) and hold Seller harmless from and against any and all claims, liabilities, damages, costs and expenses arising from, related to or caused by, Buyer’s entry upon the Property or the performance of any inspection or test conducted by or at the request of Buyer or its contractors or agents. To the extent that Buyer engages any third party to enter upon the Property, Buyer shall ensure that such third party obtains and maintains insurance in such amounts reasonably acceptable to Seller and shall name Seller as an additional insured. Buyer shall immediately provide written evidence of such insurance to Seller.

7. Seller’s Acts. Except only as permitted under this Agreement, Seller shall not encumber, sell or transfer, or agree to encumber, sell or transfer, the Property or any portion thereof or interest therein during the period from the Effective Date to the earlier of: (i) the Close of Escrow, or (ii) the date of the termination of this Agreement. Seller shall not extend the term of the TCE without the prior written consent of Buyer in Buyer’s sole and absolute discretion, and in connection therewith, Seller hereby waives any implied covenant of good faith and fair dealing applicable to such exercise of discretion by Buyer.

8. Deposit of Documents and Funds into Escrow. Seller and Buyer shall make the following deliveries to Escrow Holder at least one (1) business day prior to the Close of Escrow:

8.1 Buyer shall deliver a Certificate of Acceptance for the Grant Deed (duly executed by Buyer and acknowledged), the Purchase Price less the Deposit, any additional funds required to pay costs payable by Buyer under Section 10 below. 8.2 Seller shall deliver the Grant Deed (duly executed by Seller and acknowledged), and federal and state tax withholding certificates so that the tax withholding is not required of Escrow or Seller. 9. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the Grant Deed and Certificate of Acceptance, send the counterpart originals of the Tenant Letter to the tenant named therein (by overnight delivery), disburse funds to pay any liens encumbering the Property, apply funds to costs, deliver any remaining funds to Seller, and provide copies of the federal and state tax withholding certificates to Buyer (showing no withholding is required), provided each of the following conditions has then been fulfilled:

9.1 The Title Company can issue the Title Policy in favor of Buyer, with a liability amount equal to the Purchase Price, showing fee title to the Property vested in Buyer, subject only to the Permitted Exceptions.

9.2 Seller and Buyer shall have deposited in Escrow the documents and funds required pursuant to Section 8 above.

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Unless otherwise instructed in writing, Escrow Holder is also authorized to record at the Close of Escrow any instrument delivered through Escrow if necessary or proper for the issuance of the Title Policy.

10. Costs and Prorations. 10.1 Seller shall pay: (i) fifty percent (50%) of the fees and charges of Escrow Holder, and (ii) the cost of the premium for the Title Policy (excluding ALTA coverage, which if applicable shall be paid by Buyer). Buyer shall pay for the other fifty percent (50%) of the fees and charges of Escrow Holder, and the extra cost for ALTA extended title insurance coverage (if required by Buyer).

10.2 If the Escrow shall fail to close due to Buyer’s default, then Buyer shall pay all Escrow and title cancellation charges. If the Escrow shall fail to close due to Seller’s default, Seller will pay all Escrow and title cancellation charges.

10.3 If the Escrow shall fail to close for any reason other than Seller’s or Buyer’s default, Buyer and Seller shall each pay one-half (1/2) of any applicable Escrow cancellation charges.

10.4 Property taxes shall not be prorated as Buyer is tax-exempt; however, Buyer shall cooperate with Seller in good faith to obtain any refund of property taxes overpaid by Seller (i.e., allocable to the period after the Close of Escrow). Any assessments shall be apportioned and prorated with respect to the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were vested with title to the Property during the entire day upon which the Close of Escrow occurs. To the extent that the actual assessments for the current year differ from the amount apportioned at the Close of Escrow, the parties shall make all necessary adjustments by appropriate payments between themselves following the Close of Escrow. All delinquent taxes and assessments (and any penalties therein) for periods prior to the Close of Escrow, if any, affecting the Property shall be paid by Seller.

10.5 All prorations shall be determined on the basis of a 360-day year.

10.6 The provisions of this Section 10 shall survive the Close of Escrow.

11. Buyer’s Conditions. Buyer’s obligations under this Agreement are expressly made subject to the following conditions precedent solely for the benefit of Buyer. The Close of Escrow and Buyer’s obligation to consummate the purchase of Property shall be contingent upon and subject to the occurrence of all of the following (or Buyer’s written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow:

11.1 Title Company committing to issue an owner’s title policy in favor of Buyer with a liability amount in the amount of the Purchase Price showing Buyer’s fee interest in the Property subject only to the Permitted Exceptions (the “Title Policy”).

11.2 Seller’s delivery of all documents and funds required to be delivered by Seller under Section 8.2.

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If any of the foregoing conditions precedent has not been either met or expressly waived in writing by Buyer on or prior to the last date for the Close of Escrow, then Buyer may terminate this Agreement upon written notice to Seller.

12. Seller’s Conditions. For the benefit of Seller, the Close of Escrow and Seller’s obligation to consummate the sale of the Property shall be contingent upon and subject to the Buyer delivering all documents and funds required to be delivered by Buyer under Section 8.1 above on or before the Close of Escrow. 13. Seller’s Delivery of Documents. Prior to or upon the Close of Escrow, Seller shall deliver to Buyer all material documents (including warranties) relating to the Property to the extent in the possession of Seller (and not previously delivered to Buyer), and all personal property shall be removed by Seller unless permitted by the TCE to remain. Seller’s obligations hereunder shall survive the Close of Escrow.

14. Condemnation; Destruction. All risk of loss with respect to the Property shall remain with Seller until the Close of Escrow. If at any time after the Effective Date but prior to the Close of Escrow, the Property, or any portion thereof, is damaged by fire or other casualty or taken or appropriated through eminent domain or similar proceedings, or is condemned for any public or quasi-public use, and escrow actually closes, then Buyer shall be entitled to receive all insurance proceeds payable to Seller or all condemnation proceeds actually paid for that portion of the Property taken or, if such proceeds have been paid to Seller, Buyer shall receive a credit against the Purchase Price equal to the amount of proceeds actually paid to Seller.

15. Relocation Assistance. In consideration for the Purchase Price, Buyer shall have no obligation to Seller under any federal or state relocation laws or regulations, including without limitation, the California Relocation Assistance and Real Property Acquisition statutes and guidelines. Seller waives and forever releases Buyer, including its successors, officers, employees, attorneys, agents, representatives and anyone else acting on Buyer’s behalf, of and from any and all claims, demands, actions or causes of action, obligations, liabilities, or claims for further compensation relating to the matters described in this Section, known or unknown, based upon or relating to the facts or allegations and circumstances arising from Buyer’s acquisition of the Property. By such release, Seller expressly waives its rights, if any, under California Civil Code Section 1542 which provides:
“A General Release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which if known by him must have materially affected his settlement with the debtor.” _______________________ Seller’s initials

16. As Is. Buyer acknowledges and agrees that, except only as provided in Section 5.3 above, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as DRAFT
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to, concerning or with respect to (a) the value, nature, quality or condition of the Property, (b) the suitability of the Property for any uses which Buyer may conduct thereon, (c) the compliance of the Property with any laws, regulations, codes, or ordinances, (d) the zoning of the Property, (e) any governmental approvals or agreements concerning the Property, (f) the physical, environmental, title, regulatory, financial, or leasing condition of the Property, or (g) any other matter with respect to the Property. Buyer further acknowledges and agrees that having had the opportunity to inspect the Property, Buyer is relying solely on its own investigation of the Property. Buyer further acknowledges and agrees that the sale of the Property as provided for herein is made on an “as is” and “with all faults” basis. Effective upon the Closing Date, Buyer and anyone claiming by, through or under Buyer hereby fully and irrevocably releases Seller, its members, managers, permitted assignees, employees, representatives, and agents (collectively, the “Seller Parties”) from any and all claims that it or they may now have or hereafter acquire against Seller or the Seller Parties for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any matters affecting the Property, except that the foregoing does not affect any obligation of Seller under applicable law to disclose all material facts about the Property known to Seller and not known to Buyer. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist in its favor which, if known by Buyer, would materially affect Buyer’s release of Seller, except that the foregoing does not affect any obligation of Seller under applicable law to disclose all material facts about the Property known to Seller and not known to Buyer. . Buyer specifically waives the provisions of California Civil Code Section 1542, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.” _______________
Initials of Buyer

17. Notices. All notices and demands shall be given in writing by certified mail, postage prepaid, and return receipt requested, or by reputable overnight messenger service, but must also be given by email. Notices shall be considered given upon the earlier of (a) one (1) business day following delivery to a reputable overnight messenger service (such as Federal Express for overnight delivery), or (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested (provided the notice is also given by mail). Notices shall be addressed as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party shall thereafter be given as demanded in that notice:

Buyer: City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
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Attn: Logan Phillippo
Email: [email protected]
Seller: Wilshire Commercial Holdings, LLC
__________________________
__________________________ Attn: _____________________
Email: ____________________

18. Broker’s Commissions. Each party represents to the other that it has not engaged any broker, finder or salesperson in connection with this transaction. Each party shall defend, indemnify and hold the other party harmless from and against any and all claims for any other broker’s commissions or similar compensation that may be payable to any other broker, finder or other person or entity based upon such party’s agreement, statement or acts. The provisions of this Section shall survive the Close of Escrow.

19. Standard Escrow Instructions. Each party agrees to execute Escrow Holder’s supplemental reasonable standard instructions as may be necessary or proper in order to consummate the transactions contemplated by this Agreement.

20. Time is of the Essence. Time is of the essence with respect to each term, condition and covenant hereof in which time is a factor.

21. Successors and Assigns. The provisions of this Agreement are expressly binding upon, and shall inure to the benefit of, the parties hereto and their successors in interest and assigns.

22. Entire Agreement. This Agreement, together with all exhibits hereto, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof.

23. Severability. Invalidation of any of the terms, conditions, covenants, or other provisions contained herein by judgment or court order shall in no way affect any of the other terms, conditions, covenants, or provisions hereof, and the same shall remain in full force and effect.

24. Attorneys’ Fees. In the event that suit is brought for the enforcement of this Agreement or as the result of any alleged breach thereof, the prevailing party or parties in such suit shall be entitled to recover their reasonable attorneys’ fees, costs, and expenses from the losing party or parties, and any judgment or decree rendered in such proceedings shall include an award thereof.

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25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

26. 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. For purposes of this Agreement, emailed (PDF) signatures shall be deemed to be original signatures, and shall be followed by the immediate overnight delivery of original signature pages.

27. Authority of City Manager. The City Manager of Buyer shall have the authority to give all consents, approvals and notices by the Buyer hereunder provided they are in writing.

28. Tax-Deferred Exchange Under Threat of Condemnation. Recital G, above, is incorporated hereat. Buyer acknowledges Seller may utilize a 26 U.S.C. §1033 Exchange for the Closing of the sale, at no cost or expense to Buyer, and in such event, each party shall cooperate with the other in facilitating the §1033 Exchange. For purposes of the Agreement, the term "cooperate" shall include, but not be limited to Buyer delivering to Seller a letter, prior to close of escrow, articulating the threat of condemnation from the City of Beverly Hills with respect to this transaction, as described below. Seller may use the proceeds from the sale of the Property to effect one (or more) tax-deferred exchange(s) under §1033. Buyer agrees to accommodate Seller in effecting such tax-deferred exchange. Seller will have the right, expressly reserved here, to elect such tax-deferred exchange at any time before the Closing Date. Seller and Buyer agree, however, that consummation of the purchase and sale of Property under this Agreement is not conditioned on such exchange and may not be delayed by such exchange. If Seller elects to make a tax-deferred exchange, Buyer agrees to execute such additional escrow instructions, deeds, documents, agreements, letter or letters as described below, or instruments to effect this exchange, provided that Buyer shall incur no additional cost, expense or liability (whether actual or contingent) in this transaction as a result of or in connection with is exchange and shall not be required to take title to any other property, except the Property, as part of such exchange transaction. Seller agrees to hold Buyer harmless from any liability, damages, or costs, including reasonable attorneys’ fees, that may arise from Buyer’s participation in such exchange. In connection with the tax planning of the principals of Seller, Seller shall have the right to assign this Agreement to two (2) entities wholly owned by the principals of Seller, provided that upon such assignment, such entities shall assume the obligations of Seller hereunder and Seller shall not be released from its obligations under this Agreement.

On or before the Closing, Buyer shall deliver to Seller a “Threat Letter” from the City of Beverly Hills signed by Buyer, in a form acceptable to Seller, including substantially the following language, as may be modified by Seller’s tax advisors prior to the Closing:
“This letter is written with respect to the Property described above. The Property is located within the City of Beverly Hills (“City”). Pursuant to City’s police powers, the City may acquire real property by condemnation for any lawful public purpose, including for public transportation and related public services in connection with the proposed Metro Station at Wilshire and La Cienega, now under construction, and all uses necessary or convenient thereto.

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City desires to acquire the Property for the purposes of facilitating such transportation-oriented and related uses. Were you, as Seller, unwilling to convey the Property to the City, City staff would have commenced and continued the legally required steps which, assuming the City’s governing body’s ability to make the findings and determinations required by law, would lead to the initiation of an action in eminent domain for the City’s acquisition by eminent domain of the Property. The City acknowledges that your entry into the Agreement for the sale of Subject Property to City as Buyer was in lieu of the City’s attempting to acquire the Property by condemnation such that you entered into the Agreement under the threat or imminence of condemnation. “

29. Waiver of Any Rights Pursuant to Code of Civil Procedure Section 1245.245.

Seller has reviewed Code of Civil Procedure Section 1245.245 and hereby expressly waives any rights that Seller may have pursuant to Code of Civil Procedure Section 1245.245 to re-purchase the Property from Buyer if Buyer has not used the Property for the public uses set forth in Recital G within ten (10) years of the sale of the Property to Buyer.

30. Further Assurances. Buyer and Seller agree to execute such other and further documents and instruments as may be reasonably necessary or appropriate to carry out the purposes of this Agreement and to effectuate the transfer of the Property to Buyer.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

BUYER: SELLER:

CITY OF BEVERLY HILLS
By:

Nancy Hunt-Coffey, City Manager
WILSHIRE COMMERCIAL HOLDINGS, LLC, a California limited liability company By:

Shahram Fahimian,
Managing Member
By:

Shahram Shoushani,
Managing Member
ATTEST: _________________________________
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Huma Ahmed, City Clerk
APPROVED AS TO FORM: _________________________________ Laurence S. Wiener, City Attorney DRAFT
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EXHIBIT “A”

LEGAL DESCRIPTION OF THE LAND
Real property in the City of Beverly Hills, County of Los Angeles, State of California, described as follows:

LOT 436, AS SHOWN ON THAT CERTAIN MAP ENTITLED TRACT NO 4988, WHICH MAP

WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA IN BOOK 54 OF MAPS PAGE(S) 98 AND 99.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN THE VARIOUS DEEDS RECORDED.

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EXHIBIT “B”

FORMS OF GRANT DEED AND CERTIFICATE OF ACCEPTANCE
(Attached.)
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

CITY OF BEVERLY HILLS
455 North Rexford Drive
Beverly Hills, California 90210
Attn.: City Clerk
APN: 4334-022-061
______________________________________________________________________________ __
[SPACE ABOVE FOR RECORDER’S USE ONLY]
THE UNDERSIGNED GRANTOR DECLARES AS FOLLOWS:

This transfer is exempt from Documentary Transfer Tax pursuant to Revenue & Taxation Code Section 11922 (conveyance to a public entity). Property is in the City of Beverly Hills, County of Los Angeles.

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WILSHIRE COMMERCIAL HOLDINGS, LLC, a California limited liability company (“Grantor”) hereby grants to the CITY OF BEVERLY HILLS, a California municipal corporation (“Grantee”), the land located in the City of Los Angeles, County of Los Angeles, State of California, more particularly described on Exhibit “A”, and all improvements and fixtures thereon (the “Property”). Subject to:

1. All general and special taxes for the current fiscal year.

2. Covenants, Conditions, Restrictions, Reservations, Rights, Rights of Way and Easements of record.

3. All (a) matters reasonably discoverable or ascertainable by inspection or an accurate ALTA survey of the Property, (b) zoning ordinances and regulations and any other laws, ordinances or governmental regulations restricting or regulating the use, occupancy or enjoyment of the Property, and (c) any other matters created, permitted or approved by the Grantee.

IN WITNESS WHEREOF, Grantor has duly executed this Grant Deed.

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WILSHIRE COMMERCIAL HOLDINGS, LLC,
a California limited liability company
By:

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EXHIBIT “A” TO GRANT DEED

LEGAL DESCRIPTION
Real property in the City of Beverly Hills, County of Los Angeles, State of California, described as follows:

LOT 436, AS SHOWN ON THAT CERTAIN MAP ENTITLED TRACT NO 4988, WHICH MAP

WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA IN BOOK 54 OF MAPS PAGE(S) 98 AND 99.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF; BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN THE VARIOUS DEEDS RECORDED.

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State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, 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)
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.
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CERTIFICATE OF ACCEPTANCE
(California Government Code Section 27281)
This is to certify that interests in real property conveyed to or created in favor of the City of Beverly Hills by that certain Grant Deed dated _________, 2023, executed by Wilshire Commercial Holdings, LLC is hereby accepted by the undersigned officer on behalf of the City of Beverly Hills pursuant to the authority conferred by action or resolution of the City of Beverly Hills taken or adopted on _____________, 2023, and the grantee consents to recordation thereof by its duly authorized officer.

Dated: _____________, 2023
Nancy Hunt-Coffey, City Manager
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, 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)
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.