STAFF REPORT
Meeting Date: September 12, 2023
To: Honorable Mayor & City Council
From: Logan Phillippo, Real Property Development Manager Subject: Affordable Housing Development on City-Owned Property at 9268-9298 W. 3rd Street
Attachments: 1. Property Descriptions
2. Draft Exclusive Negotiation Agreement
INTRODUCTION
Since spring of 2022, the City has been evaluating conceptual proposals for the potential development of an affordable senior housing project in Beverly Hills in order to determine the most feasible City-owned site and the best developer to meet the City’s objective of producing affordable housing.
Staff has reviewed the details of each responding developer’s qualifications and the corresponding conceptual proposal(s) with the City Council Affordable Housing Ad Hoc Subcommittee (Mayor Gold and Councilmember Mirisch) and consultant Keyser Marston Associates.
Staff recommends entering into an Exclusive Negotiation Agreement (“ENA”) with the nonprofit affordable housing developer West Hollywood Community Housing Corporation to negotiate the terms of ground lease at the City-owned properties located at 9268-9298 W. 3 rd Street.
This report provides an update regarding the results of the selection process. Additionally, Staff has prepared an ENA for City Council review and approval on this evening’s Consent Agenda. Staff additionally seeks City Council input and direction on whether to enter into an ENA with the developer at this time.
Meeting Date: September 12, 2023
DISCUSSION
Previous Consideration
In recent years, the City has evaluated various options for the development of an affordable senior housing project on a City-owned property and has discussed the topic at various public meetings, looking at the 9268-9298 W. 3rd Street properties with particular interest.
• At the October 19, 2019 Study Session, consultant Keyser Marston Associates provided an informational overview of the affordable housing development processes and financing structures.
• At the December 8, 2020 Study Session, City Council directed staff to further explore development of a project at the 9268-9298 W. 3rd Street properties, but the project was placed on hold due to concerns related to the pandemic. • On October 21, 2021, the Affordable Housing Ad Hoc Subcommittee evaluated options and requested staff to provide a comprehensive summary of the City’s real property to ensure all possibilities were considered. On March 4, 2022 the Ad Hoc met to review the inventory of properties with staff and discussed advantages and disadvantages of the various sites/areas.
• Most recently, on March 15, 2022, City Council directed staff to release a Request for Qualifications and Conceptual Proposals (“RFQ/P”) with the intent of (i) identifying the developer best-suited to meet the City’s objectives and (ii) utilizing developer responses to help identify the best City-owned site.
Request for Qualifications and Conceptual Proposals (“RFQ/P”) Process On April 1, 2022, the RFQ/P was released and the City received substantial interest. In accordance with previous City Council direction, the RFQ/P provided seven total sites for developers’ consideration but also allowed developers to submit a conceptual proposal for any property owned by the City. Additionally, developers were allowed to submit conceptual proposals for as many sites as desired and to assemble multiple sites for a proposed project.
The selection process consisted of two rounds. For Round 1, 13 developers submitted a total of 27 conceptual proposals by the deadline on June 9, 2022. All RFQ/P documents, addenda, developer questions and corresponding City responses, and relevant public meetings on the topic were made available to developers and the public on the RFQ/P webpage at http://beverlyhills.org/AHdevelopment and remain on the website to date. For Round 2, four developers were invited to participate and submit/resubmit conceptual proposal for 9268-9298 W. 3rd Street. Two of the four Round 2 developers had already submitted a project for the assembled/combined site, but provided additional/updated information.
For each Round, staff and the City’s consultant, Keyser Marston Associates, analyzed the qualifications of each developer and the merits of each conceptual proposal in detail.
Proposals were scored in line with the criteria identified in the RFQ/P and were reviewed with the City Council Affordable Housing Ad Hoc Subcommittee.
Meeting Date: September 12, 2023
RFQ/P Sites and Associated Conceptual Proposals – Round 1 ID City-Site
# of Conceptual Proposals
Single
Site
Sites1
1 + 2
Sites2
1+2+3+4
1 9268 W. 3rd St. 3
5 1
2 9298 W. 3rd St. 2
3 336 Foothill Rd. 5 -
4 Alden Lot 6 -
5 8421 Wilshire Blvd. 3 - -
6 327 S. Robertson Blvd. 1 - -
7 333 N. Crescent Dr. 1 - -
1. Sites 1 and 2 are contiguous. Five developers presented conceptual proposals that combined these two sites.
2. Sites 3 and 4, while not contiguous, are within close proximity to Sites 1 and 2. One developer presented a conceptual master plan that included all Sites 1-4.
As previously directed by City Council, one of the City’s objectives in conducting the RFQ/P was to allow developers flexibility to select sites so that the City could gain better insight into what developers determined were the best sites and projects. As shown in the table above, most conceptual proposals, 22 of 27, looked at properties near the intersection of 3rd Street and Foothill Road (Sites 1-4). 11 proposals included the 9268 W. 3 rd and 9298 W. 3rd Street properties, either as a single site in isolation or assembled as one combined project. The number of proposals align with previous City Council discussions that 9268-9298 W. 3rd Street are among the most suitable of the sites owned by the City.
As part of the RFQ/P process, respondents were required to:
• Demonstrate relevant experience, financial capabilities and conceptual development, financing and operations plans
• Conduct an analysis of the neighborhood characteristics to inform project proposals
• Utilize existing senior housing development standards in the City’s municipal code, or provide sufficient justification if diverging from these standards • Identify a cohesive vision for the project and list the number of proposed dwelling units along with the mix of units (i.e. studio, one-bedroom, two-bedroom, etc.) • Propose income and affordability thresholds for prospective residents, including a potential preference for Beverly Hills residents to the extent allowable by outside funding sources
• Propose site amenities such as a plaza or courtyard or ground-floor commercial space (and potential tenants/business types) for the City’s consideration • Demonstrate the project is financially feasible and that available outside funding sources will be utilized to the maximum amounts possible Meeting Date: September 12, 2023
Developers that submitted responses to the RFQ/P are listed below in ascending alphabetical order:
• Abode Communities
• Bridge Housing
• Century Affordable Housing
• Clifford Beers Housing (now known as Holos Communities) • Community Corporation of Santa Monica
• Linc Housing Corporation
• EAH Housing
• Etco Homes
• Highridge Costa
• Menorah Housing Foundation
• Related Companies of California
• Townscape Partners
• West Hollywood Community Housing Corporation
The scoring criteria prescribed in the RFQ/P allowed for a maximum of 100 points, as allocated in the table below. Each main criterion consists of more detailed various subcategories in order to tabulate how the developer met various requirements.
Scoring Criteria
Criteria Maximum
Points
Development Entity 20
Conceptual Development Program 25
Financing Strategy / Financial Capability 25
Comparable Development / Management Experience 20
Implementation Timeline 10
Total 100
The four developers invited to participate in Round 2, Abode Communities, Bridge Housing, Related Companies of California, and West Hollywood Community Housing Corporation, submitted new or updated conceptual proposals by the deadline on January 26, 2023 and three of those developers were invited to participate in interviews. Following the interviews, the Affordable Housing Ad Hoc City Council Subcommittee toured one of each developers’ projects that is currently leased and operating. On June 14, 2023 the Ad Hoc recommended West Hollywood Community Housing Corporation to be the finalist.
Recommended Site – 9268-9298 W. 3rd Street
The recommended site consists of three parcels that compose 63,380 square feet of land, approximately 1.5 acres. All parcels have a General Plan land use designation for Commercial Low Density General & Municipal and are specifically located in the City’s Public Service P-S Zone. Surrounding uses include an electrical transformer station, office buildings, multifamily residential, Magen David Synagogue, and L’Ermitage Hotel.
Meeting Date: September 12, 2023
9268-9298 W. 3rd Street Area Map
9268-9298 W. 3rd Street Satellite View
9268 W. 3rd Street is improved with a single-story office building that was constructed in 1937 and is approximately 19,000 square feet. There is a surface parking lot serving the building that includes 54 striped surface parking spaces. The building has been vacant since March 2020 and was previously leased to an office tenant for approximately 15 years prior. An alleyway separates adjacent properties to the south along Burton Way.
Meeting Date: September 12, 2023
9298 W. 3rd Street is improved with a single-story office building that is approximately 1,900 square feet. There is a surface parking lot with 15 striped parking spaces serving the building with access from the 9268 W. 3rd Street entrance. It is leased to an office tenant, the Beverly Hills City Employees Federal Credit Union, on a month-to-month basis for $1,000 per month. The City will seek alternate locations for the tenant as the appropriate time for the tenant to vacate approaches, which could be 1-2 or more years in the future.
Additional information regarding the two properties is included in Attachment 1.
West Hollywood Community Housing Corporation (“WHCHC”) Conceptual Proposal WHCHC is a non-profit affordable housing development corporation that was founded in 1986. The developer specializes in the new construction of apartment buildings to provide affordable housing to low and fixed-income people in West Hollywood and the greater Los Angeles area. Recently completed projects include Mariposa Lily (42 units, 2023), Berendo Sage (42 units, 2022), Westmore Linden (93 units, 2020), and Elden Elms (93 units, 2021) in the Koreatown/Pico Union Area. Projects under construction include Miramar Gold (94 units, 2024) and Third Thyme (104 units, 2025) in the Westlake North area of Los Angeles.
The Round 2 conceptual proposal submitted by WHCHC and designed by Zoltan E. Pali of SPF:architects calls for 252 one-bedroom units with affordability requirements ranging from 30% to 80% of the area median income/100% income level set forth by the California Tax Credit Allocation Committee (currently $88,300 for a one-person household and $100,900 for a two-person household in Los Angeles County). There would be one additional two-bedroom unit for an on-site property manager.
The conceptual proposal is six stories with an additional usable rooftop level along with two levels of subterranean parking. The ground floor primarily consists of covered surface parking with a street-facing residential lobby and commercial space. Stories two through five consist of residential units and amenity space. Given the 252 units, the density is 173 units per acre.
The project includes approximately 169,344 square feet of unit space (672 square feet per unit), 3,300 square feet of commercial space, and 45,000 square feet of open space.
There are 252 parking spaces proposed for the residential uses (one space per affordable unit) and 13 spaces for the commercial uses (approximately one space per 250 square feet of commercial space). Setbacks are five feet from Foothill Road and 3rd Street, 10 feet along the easterly property line and southerly property line along the alleyway, 10 feet along the easterly property line bordering Magen David and five feet along the southerly property line bordering Magen David.
The conceptual proposal is split into two phases of 153 and 99 units for financing purposes. While this structure carries risk that the second phase may not receive anticipated funding, it maximizes the potential funding from outside sources, which ultimately reduces the gap funding required from the City to support the project.
It is important to note that the proposal is conceptual in nature and that the proposal was submitted prior to the interview and tours. Throughout the review process the Affordable Housing Ad Hoc discussed topics such as including larger storage spaces and larger balconies and exploring whether a one-to-one ratio of residential units to residential Meeting Date: September 12, 2023
parking spaces was necessary since several developers have reported many of their residents do not own vehicles.
If the ENA is approved by City Council, conceptual plans and drawings would be presented to the public for community input at future public meetings, which will further inform project design and scope as well as the necessary steps for environmental review.
Staff will continue to work closely with the Affordable Housing Ad Hoc and will report to City Council with updates as appropriate.
Exclusive Negotiation Agreement (“ENA”) Terms
The ENA establishes a one-year negotiation period between the City and WHCHC. While in effect, the City shall not negotiate with any other entity for the sale, lease, or development of the site. WHCHC will hold public outreach meetings in coordination with the City, develop the scope, and present plans to the City for review and approval. Both parties will work to develop the terms of a ground lease, development disposition agreement, affordability covenants, and related documents. The City may terminate the ENA if the developer does not comply with or perform any provisions of this Agreement, or if progress is not being made in negotiations as determined by the City in good faith, but otherwise in the City’s sole and absolute discretion. The agreement authorizes the City Manager to extend the ENA period for up to six additional months.
The ENA is presented on this evening’s Formal Session Consent Agenda for City Council consideration. To keep this report brief, a detailed description of the ENA can be found in the corresponding Formal Session agenda report. A draft, however, is included as Attachment 3 to this report.
Meeting Noticing
Following practices from the Community Development Department regarding public hearings, a notice regarding this Study Session and corresponding evening Formal Meeting Consent Agenda item for the ENA was mailed to all properties within 500 feet of the exterior boundary of the subject property lines plus block face (extending to the entire block in cases where the radius line includes only a portion of a given block of properties) in order to inform the immediate neighbors early in the process.
As of writing this report, staff has received one written comment expressing general opposition to an affordable project.
Future public meetings introducing the proposed project and soliciting community feedback will be distributed via the City’s typical outreach channels, including newspaper advertisements, social media, mailed notices, and/or press releases in order to engage the wider community to the greatest extent possible.
FISCAL IMPACT
As stated in the WHCHC conceptual proposal, the City should expect to contribute approximately $1.8 million in gap funding. However, this amount is subject to the final scope of the project at the conclusion of the ENA period as well as the commitments from the various funding sources, which could substantially increase (or alternately decrease) as a result. In addition to gap funding, the City may be asked to waive certain permitting and plan review fees. Such terms will be evaluated and negotiated during the ENA period and will be subject to City Council review and approval.
Meeting Date: September 12, 2023
Finally, the City would contribute land for a nominal fee or limited ground lease payments over a 55-year ground lease term, which is common for 100% affordable projects. This aspect has been discussed at previous public meetings. Upon termination of the existing month-to-month office lease, the City would no longer collect the associated $1,000 monthly rent payments. However, the tenant may be relocated elsewhere within the City’s portfolio under terms to be negotiated and approved by City Council.
The City currently has $422,890 available in the Affordable Housing Capital Improvement Program (21012204-850300-00170). This amount has been set aside to cover predevelopment costs such as consultant fees for financial analysis. A portion of these funds could be used to cover some of the gap funding, however, additional gap funding from the City required to support the project will require future additional appropriations from the General Fund and/or Affordable Housing Fund, and would be presented to City Council for consideration as appropriate and concurrently with the approval of any future ground lease.
RECOMMENDATION
Staff seeks City Council direction on whether to enter into an ENA, which is on this evening’s Formal Session Consent Agenda, with non-profit affordable housing developer West Hollywood Community Housing Corporation to negotiate the terms of ground lease and related documents at the City-owned properties located at 9268-9298 W. 3rd Street.
Staff along with representatives from West Hollywood Community Housing Corporation and consultant Keyser Marston Associates will be available to answer questions regarding the selection process and next steps.
Ryan Gohlich,
Assistant City Manager
Approved By
Attachment 1
9268 W. 3rd St. Office Building
Property Overview
Vacant single-story brick office building with adjacent surface parking lots to the east and west.
Key Information
Property Information Zoning Primary Use
Year Built: 1937
Stories: 1
Building sqft: 19,008
Land sqft: 51,283
APN(s): 4342-010-901
APN(s): 4342-010-904
Owner: City
Commercial Low Density
General & Municipal
Public Service Zone (P-S)
Vacant
Formerly leased to Lakeshore
Entertainment through
3/31/2020
Property Revenue
Activity FY 2017 FY 2018 FY 2019 FY 2020 FY 2021
Lease Activities $(1,135,320.15) $(1,172,658.96) $(1,212,753.87) $(930,896.55) - Additional Insights/Potential Hidden Costs
A commercial lease agreement at this site could bring in up to approximately $100,000 per month with annual increases once the certain building infrastructure has been replaced/repaired. This is based on proposals previously submitted to the City.
The building is in need of upgrades to the roof as well as certain base building mechanical, electrical and plumbing (MEP) systems, dependent on the scope of future use.
The surface parking lot to the east has 23 striped parking spaces, to the west has 31 striped parking spaces. The property is situated behind (to the north of) taller properties along Burton Way, including a residential structure and the L’Ermitage Beverly Hills, with separation via an alleyway.
Additional Photographs
Request for Qualifications –Affordable Housing Opportunity City of Beverly Hills
SITE #2
9298 WEST 3RD STREET
9298 W. 3rd St. Office Building
Property Overview
Leased single-story brick office building.
Key Information
Property Information Zoning Primary Use
Year Built: N/A
Stories: 1
Building sqft: 1,902
Land sqft: 12,104
APN(s): 4342-010-900
Owner: City
Commercial Low Density
General & Municipal
Public Service Zone (P-S)
Commercial Leases
Beverly Hills City Employee
Federal Credit Union
Property Revenue
FY 2017 FY 2018 FY 2019 FY 2020 FY 2021
Lease Activities $(10,000.00) $(12,000.00) $(12,000.00) $(12,000.00) $(12,000.00) Additional Insights/Potential Hidden Costs
The City currently collects $1,000 per month as a part of a month-to-month agreement with the Beverly Hills City Employees Federal Credit Union. If the City were to choose to relocate those offices to another City-owned property, capital expenditures could be required.
There are approximately 15 striped parking spaces associated with the building. Parking behind (to the south of) the building is accessed via the adjacent 9268 W. 3rd St. office building, which is also owned by the City.
Additional Photographs
Attachment 2
B0785-0001\2858512v2.doc
EXCLUSIVE NEGOTIATION AGREEMENT BY AND BETWEEN THE CITY OF
BEVERLY HILLS AND WEST HOLLYWOOD COMMUNITY HOUSING
CORPORATION
This EXCLUSIVE NEGOTIATION AGREEMENT (this “Agreement”) is dated as of September 12, 2023, and is entered into by and between the CITY OF BEVERLY HILLS, a municipal corporation (the “City”) and WEST HOLLYWOOD COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation (the “Developer”). The City and the Developer are sometimes individually referred to herein as a “Party” and are sometimes collectively referred to herein as the “Parties.”
R E C I T A L S
A. The City owns the land in the City of Beverly Hills, State of California that is located at 9268-9298 W. 3rd Street, Beverly Hills, California, as more particularly described in Attachment No. 1 (the “Site”).
B. On April 1, 2022 the City released a “Request for Qualifications/Conceptual Proposals” (“RFQ”) for the development of an affordable senior housing project on the Site (the “Project”) and such RFQ contemplated that the Site would be ground leased to a developer for such purpose (“Ground Lease”).
C. After extensive evaluation and consideration of the responses, the City has instructed the City’s staff to proceed with this Agreement between City and Developer to negotiate on an exclusive basis to establish the terms and conditions of the Ground Lease and related documents to the satisfaction of City staff, so that it can be analyzed under the California Environmental Quality Act (“CEQA”) and then presented to the City Council for consideration.
D. The staff, consultants and attorneys’ of the City have devoted and will devote substantial time and effort in meeting with the Developer and its representatives, reviewing proposals, plans and reports, and negotiating and preparing the terms of the Ground Lease, CEQA documents and possibly other documents.
NOW, THEREFORE, the Parties hereto agree as follows:
1. The term of this Agreement shall commence on the date hereof and shall end on the earlier of: (i) September 11, 2024, or (ii) the date on which the City terminates this Agreement as provided in Section 2 below (the “ENA Period”). Provided that the Developer is not in default under this Agreement and the City shall not have terminated this Agreement pursuant to Section 2 below, the ENA period may be extended by the mutual written agreement of Developer and the City Manager of the City (acting for the City) for up to six (6) months (i.e., up to March 11, 2025).
2. The City may terminate this Agreement if the Developer fails to comply with or perform any provisions of this Agreement, or if progress is not being made in negotiations hereunder as determined by the City in good faith.
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 2 B0785-0001\2858512v2.doc
3. During the ENA Period (as may be extended under Section 1), the City shall not negotiate with any person or entity other than the Developer for the sale, lease or development of the Site.
4. The Developer shall deliver the materials and information identified on Attachment No. 2 attached hereto to the City within the times set forth on Attachment No. 2.
Concurrently with the execution of this Agreement, the Developer and the City shall execute and deliver a Right of Entry and Access Agreement in the form attached hereto as Attachment No. 3 (which may be executed by the City Manager on behalf of the City).
Additionally, at the beginning of each calendar month during the ENA Period (as extended under Section 1, if applicable), Developer shall provide a written report to the City describing in reasonable detail the Developer's activities with respect to the Project during the preceding calendar month.
5. During the ENA Period (as extended under Section 1, if applicable), the City shall use good faith efforts to complete (or cause to be completed) the matters set forth in Attachment No. 4 attached hereto.
6. The City and Developer acknowledge that all applicable requirements of CEQA must be met in order to execute and deliver the Ground Lease and develop the Site and that this may require an environmental impact report, supplemental environmental impact report and/or other reports or analyses for CEQA purposes (collectively, the “EIR”). The Developer will, at its cost, fully cooperate with the City in the City’s preparation of the EIR as the lead agency for the EIR, and shall pay for all EIR costs.
7. Developer shall indemnify, defend, and hold City and its officers, directors, members, employees, agents, and contractors harmless from any and all third-party claims, liabilities, losses, damages (actual and direct, but not punitive, speculative, or consequential), costs, and expenses actually suffered or incurred by City and directly relating to or arising out of this ENA or Developer’s failure to perform any obligation of Developer under this ENA (subject to any required notice and applicable cure period under this ENA), or any challenges to the validity of this ENA (based on CEQA noncompliance or otherwise).
Developer’s obligations under the preceding sentence shall survive the expiration or earlier termination of this ENA.
8. The Developer shall bear all costs and expenses of any and all title, environmental, physical, engineering, financial, and feasibility investigations, reports and analyses and other analyses or activities performed by or for the Developer.
9. The Developer and the City understand and agree that neither Party is under any obligation whatsoever to enter into a Ground Lease. In the event of the expiration or earlier termination of this Agreement, the City shall be free at the City's option to negotiate with any persons or entities with respect to the sale, lease and/or development of the Site.
10. This Agreement may not be assigned by the Developer without the prior express written consent of the City in its sole and absolute discretion. Notwithstanding the foregoing, City will not unreasonably withhold, delay or condition its consent to the assignment DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 3 B0785-0001\2858512v2.doc
by the Developer to an entity that is wholly controlled by the Developer; however, Developer shall not be released from liability under this Agreement by virtue of any such assignment.
11. Any notice, request, approval or other communication to be provided by one Party to the other shall be in writing and provided by certified mail, return receipt requested, or by reputable overnight delivery service (such as Federal Express) and addressed as follows:
If to the Developer:
If to the City:
City of Beverly Hills
Office of the City Manager
455 North Rexford Drive
Beverly Hills, California 90210
Attn: Real Estate Management
with a copy to:
City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: City Attorney
12. For purposes of the negotiations contemplated by this Agreement, the Developer’s representative shall be Jesse Slansky, President & CEO; and the City’s representative shall be the City Manager or her designee.
13. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof. There are no other agreements or understandings between the Parties with respect to the subject matter hereof or any related subject and no representations by either Party to the other have been made as an inducement to enter into this Agreement. All prior negotiations between the Parties are superseded by this Agreement.
14. This Agreement may not be altered, amended or modified except by a writing approved and executed by both Parties.
15. If any Party should bring any legal action or proceeding relating to this agreement or to enforce any provision hereof, or if the Parties agree to arbitration or mediation DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 West Hollywood Community Housing Corporation
7530 Santa Monica Blvd
West Hollywood, CA 90046
Attn: Jesse Slansky, President & CEO
4 B0785-0001\2858512v2.doc
relating to this Agreement, the Party in whose favor a judgment or decision is rendered shall be entitled to recover reasonable attorneys' fees and expenses from the other. The Parties agree that any legal action or proceeding or agreed-upon arbitration or mediation shall be filed in and shall occur in the County of Los Angeles.
16. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of California.
17. Time is of the essence of each and every provision hereof.
18. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 5 B0785-0001\2858512v2.doc
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.
DEVELOPER:
WEST HOLLYWOOD COMMUNITY
HOUSING CORPORATION, a California
nonprofit public benefit corporation
By:
Jesse Slansky, President & CEO
CITY:
CITY OF BEVERLY HILLS,
a municipal corporation
By:
Julian A. Gold, M.D., Mayor
ATTEST:
Huma Ahmed, City Clerk
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
APPROVED AS TO CONTENT:
Nancy Hunt-Coffey, City Manager
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 6 B0785-0001\2858512v2.doc
ATTACHMENT NO. 1
DESCRIPTION OF SITE
9268 W. 3rd St. Beverly Hills, California 90210
APN: 4342-010-901:
TRACT NO 5647 LOT COM AT NE COR OF LOT 20 BLK 16 TH S 88¢42'51" W 200 FT TH S TO S LINE SD LOT TH E THEREON 199.93 FT TO SE COR THEREOF TH N 0¢08' 56" W 198.75 FT TO BEG PART OF LOT 20 BLK 16
APN: 4342-010-904:
TRACT NO 5647 LOT 19 BLK 16
9298 W. 3rd St. Beverly Hills, California 90210
APN: 4342-010-900
TRACT # 5647 LOT COM AT NW COR OF LOT 20 BLK 16 TH S 0¢08'56" E 92.08 FT TH N 89¢52'24" E 129.57 FT TH N TO N LINE OF SD LOT TH W THEREON 129.57 FT TO BEG PART OF LOT 20 BLK 16 DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 7 B0785-0001\2858512v2.doc
ATTACHMENT NO. 2
MATERIALS TO BE DELIVERED BY DEVELOPER
1. Within two (2) calendar months after the date of this Agreement, Developer shall (i) obtain a title report for the Site and copies of the title exceptions described therein; (ii) submit to City an ALTA survey of the Site certified to Developer and its title company based on the title report; and (iii) submit to City Developer’s written objections to any matter revealed by such survey or title report and a detailed written explanation of the reason for such objections.
2. Within three (3) calendar months after the date of this Agreement, Developer shall submit to City a detailed schedule of development setting forth the proposed timetable for the commencement, substantial completion and final completion of the major components of the Project (the “Development Schedule”).
3. Within three (3) calendar months after the date of this Agreement, the Developer shall (subject to the terms of the Right of Entry and Access Agreement executed by City and Developer pursuant to this Agreement) investigate the Site and submit to the City in writing any and all objections Developer may have to the condition of the Site together with a detailed written explanation of the reasons for each objection.
4. Lead public outreach for the Project and conduct public outreach meetings regarding the scope of the project in coordination with the City: within three (3) calendar months after the date of this Agreement, City and developer shall determine in good faith the extent and number of outreach meetings appropriate.
5. Prior to execution of the Ground Lease, the Developer shall submit to the City for its review and approval all organizational documents for the entities signing the Ground Lease (and, to the extent requested by City, information, certifications and/or documents relating to the ownership, control and signing authority of the direct and indirect owners, members or partners of each such entity).
6. Within ten (10) days of the date of this Agreement, Developer will disclose to City the names of primary employee contacts, consultants, or representatives anticipated to be directly involved in the Project. Developer shall promptly notify City of any changes as they occur.
7. Developer, within ten (10) days of receipt of any of the following documents, shall provide City with copies of all third-party reports, studies and similar documents, but excluding confidential or proprietary information, prepared or commissioned by the Developer with respect to the Site.
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 8 B0785-0001\2858512v2.doc
ATTACHMENT NO. 3
FORM OF RIGHT OF ENTRY AND ACCESS AGREEMENT
(Attached.)
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 9 B0785-0001\2858512v2.doc
RIGHT OF ENTRY AND ACCESS AGREEMENT
THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (herein called this “Agreement”) is made and entered into as of September 12, 2023, by the CITY OF BEVERLY HILLS, a municipal corporation (“City”), and WEST HOLLYWOOD COMMUNITY HOUSING CORPORATION, a California nonprofit public benefit corporation (“Developer”) W I T N E S S E T H:
WHEREAS, the City is the owner of the real property more particularly described on Exhibit “A”, attached hereto (herein called the “Site”) which is subject to one or more space leases (“Leases”);
WHEREAS, concurrently with the execution of this Agreement, the City and the Developer are entering into an Exclusive Negotiation Agreement related to the Site (the “ENA”); WHEREAS, the Developer needs the right of entry upon and access to the Site for the purpose of undertaking tests, inspections and other due diligence activities (herein called the “Due Diligence Activities”) in connection with the proposed ground leasing and development of the Site;
WHEREAS, the City has agreed to give Developer a non-exclusive license to enter upon the Site to perform the Due Diligence Activities subject to and in accordance with the terms and provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the City and the Developer do hereby covenant and agree as follows:
1. Access by Grantee. Subject to Developer’s compliance with the terms and provisions of this Agreement, and the prior scheduling of any and all inspections with Real Property Development Manager of the City , Developer and Developer’s employees, agents and consultants designated in writing by Developer (herein collectively called “Developer’s Designees”) shall have the right to enter upon the Site, accompanied by a City representative if required by City, for the purpose of conducting the Due Diligence Activities, until the earliest to occur of: (i) the expiration or earlier termination of the ENA; (ii) the termination of this Agreement; or (iii) the execution of the Ground Lease contemplated by the ENA.
Developer acknowledges and agrees that the rights of the tenants under the Leases must be respected in connection with any such inspections, and all communications with tenants shall be conducted by City staff not Developer.
Developer expressly agrees as follows: (i) any activities by or on behalf of Developer, including, without limitation, the entry by Developer or Developer’s Designees onto the Site in connection with the Due Diligence Activities shall not disturb existing tenants or damage the Site in any manner whatsoever except for minor damage normally resulting from typical site DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 10 B0785-0001\2858512v2.doc
investigation activities such as soil and ground water borings recommended by a Phase II environmental report, if any is obtained by Developer based on recommendations in a Phase I environmental report; (ii) in the event the Site is altered or disturbed in any manner in connection with the Due Diligence Activities, Developer shall immediately return the Site to substantially the condition existing prior to the Due Diligence Activities, and (iii) Developer shall indemnify, defend and hold City harmless from and against any and all claims, liens, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys’ fees and expenses and court costs) suffered, incurred or sustained by the City or the Site as a result of, by reason of, or in connection with the Due Diligence Activities or the entry by Developer or Developer’s Designees onto the Site, provided, however, that Developer shall not be responsible for indemnifying City with respect to (A) any pre-existing conditions which Developer merely discovers through investigation of the Property (including, but not limited to, any environmental contamination or matters), and (B) any claims, damages or liability resulting from an affirmative act of City or City’s employees, officers, contractors, subcontractors, or consultants after the date of this Agreement, or (C) any conditions caused by the gross negligence or willful misconduct of the City, or its agents, contractors or employees.
Developer shall disclose the results of all such inspections (and give copies of relevant reports) to the City, but shall otherwise keep them confidential except for disclosure to Developer’s officers, employees and consultants working on the development for the Site, and except as required by court order.
2. Insurance. Developer shall procure or maintain, and shall cause all of Developer’s Designees performing the Due Diligence Activities to procure or maintain, a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to City covering each of the Due Diligence Activities with a single limit of liability (per occurrence and aggregate) of not less than $2,000,000.00, and prior to entering the Site, (or permitting any Developer Designer to enter the Site) Developer shall deliver to City a certificate of insurance evidencing that such insurance is in force and effect, and evidencing that City has been named as an additional insured thereunder with respect to the Due Diligence Activities. Such insurance shall be maintained in force throughout the term of this Agreement. If Developer’s contractors used for Due Diligence Activities are unable to meet these insurance requirements on their own, Developer may provide such coverage on their behalf.
3. Limitations; No Recording. City does not hereby convey to Developer any right, title or interest in or to the Property, but merely grants the specific and limited contractual rights set forth herein. In no event shall this Agreement or any memorandum hereof be recorded, and any such recordation or attempted recordation shall constitute a breach of this Agreement by the party responsible for such recordation or attempted recordation.
4. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be addressed and delivered as provided in the notices provision of the ENA.
5. Assignment. This Agreement may not be assigned by Developer, in whole or in part, without the prior express written consent of the City in its sole and absolute discretion.
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 11 B0785-0001\2858512v2.doc
6. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California.
7. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same agreement.
IN WITNESS WHEREOF, City and Developer have caused this Agreement to be executed and sealed, all the day and year first written above.
DEVELOPER:
WEST HOLLYWOOD COMMUNITY
HOUSING CORPORATION, a California
nonprofit public benefit corporation
By:
Jesse Slansky, President & CEO
CITY:
CITY OF BEVERLY HILLS,
a municipal corporation
By:
Nancy Hunt-Coffey, City Manager
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
APPROVED AS TO CONTENT:
Sharon L’Heureux Dressel, Risk Manager
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 12 B0785-0001\2858512v2.doc
EXHIBIT A
to
Right of Entry and Access Agreement
Description Of The Site
9268 W. 3rd St. Beverly Hills, California 90210
APN: 4342-010-901:
TRACT NO 5647 LOT COM AT NE COR OF LOT 20 BLK 16 TH S 88¢42'51" W 200 FT TH S TO S LINE SD LOT TH E THEREON 199.93 FT TO SE COR THEREOF TH N 0¢08' 56" W 198.75 FT TO BEG PART OF LOT 20 BLK 16
APN: 4342-010-904:
TRACT NO 5647 LOT 19 BLK 16
9298 W. 3rd St. Beverly Hills, California 90210
APN: 4342-010-900
TRACT # 5647 LOT COM AT NW COR OF LOT 20 BLK 16 TH S 0¢08'56" E 92.08 FT TH N 89¢52'24" E 129.57 FT TH N TO N LINE OF SD LOT TH W THEREON 129.57 FT TO BEG PART OF LOT 20 BLK 16 DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 13 B0785-0001\2858512v2.doc
ATTACHMENT NO. 4
CITY TASKS
1. Review the Developer's Site Plan and other submissions.
2. Promptly disclose to Developer all material facts known to City regarding the Site that is not known to Developer or observable from a diligent inspection of the Site or title to the Site (to the extent not previously disclosed to Developer).
3. Diligently prepare and process CEQA documents, to the extent reasonably possible.
4. Revise and prepare drafts of the Ground Lease and related documents to the extent reasonably permitted by the Ground Lease negotiations.
5. Coordinate with Developer in conducting public outreach and public outreach meetings.
DocuSign Envelope ID: E024700E-C05A-4F27-A59E-8EA2355E3DF0 Certificate Of Completion
Envelope Id: E024700EC05A4F27A59E8EA2355E3DF0 Status: Sent Subject: Complete with DocuSign: CBH_WHCHC Exclusive Negotiation Agreement Source Envelope:
Document Pages: 17 Signatures: 5 Envelope Originator:
Certificate Pages: 2 Initials: 0 Logan Phillippo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 76.168.110.145
Record Tracking
Status: Original
9/6/2023 8:17:53 AM
Holder: Logan Phillippo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Bruce Galloway for
[email protected]
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Signature Adoption: Pre-selected Style
Using IP Address: 208.87.235.180
Sent: 9/6/2023 8:35:38 AM
Viewed: 9/6/2023 9:16:13 AM
Signed: 9/6/2023 9:16:41 AM
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Jesse Slanksy
[email protected]
President & CEO
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Sent: 9/6/2023 8:35:38 AM
Resent: 9/6/2023 12:10:45 PM
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Signed: 9/6/2023 12:25:42 PM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Using IP Address: 198.245.189.166
Sent: 9/6/2023 8:35:39 AM
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Signed: 9/6/2023 12:31:26 PM
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Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
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Sent: 9/6/2023 12:31:27 PM
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Nancy Hunt-Coffey
[email protected]
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Julian A. Gold, M.D.
[email protected]
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Huma Ahmed
[email protected]
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Rachel Bacola
[email protected]
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Sent: 9/6/2023 8:35:38 AM
Viewed: 9/6/2023 9:18:37 AM
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Ryan Gohlich
[email protected]
Assistant City Manager
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Sent: 9/6/2023 8:35:39 AM
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